UNIVERSAL ELECTRONICS INC
10-Q, 1996-11-14
HOUSEHOLD AUDIO & VIDEO EQUIPMENT
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<PAGE>   1
                                    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 September 30, 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)

              -----------------------------------------------------


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
              ---                                                     ---
              -----------------------------------------------------


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 September 30, 1996                  6,366,769

- --------------------------------------------------------------------------------

         THE INDEX OF EXHIBITS TO THIS QUARTERLY REPORT APPEARS ON PAGE 11

<PAGE>   2

                           UNIVERSAL ELECTRONICS INC.

                                      INDEX

<TABLE>
<CAPTION>

                                                                             Page
                                                                             ----
PART I.           FINANCIAL INFORMATION                                      

<S>               <C>                                                         <C>

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                            11
</TABLE>
<PAGE>   3

  ITEM 1.  CONSOLIDATED FINANCIAL STATEMENTS

                           UNIVERSAL ELECTRONICS INC.
                           CONSOLIDATED BALANCE SHEET

                                     ASSETS
                                     ------

<TABLE>
<CAPTION>
                                                                        SEPTEMBER 30,      DECEMBER 31,      SEPTEMBER 30,
                                                                           1996               1995               1995
                                                                           ----               ----               ----
                                                                         (UNAUDITED)        (AUDITED)        (UNAUDITED)
(Dollars in thousands)

<S>                                                                          <C>               <C>               <C>     
Current assets:
  Cash and cash equivalents                                                  $    722          $    872          $  1,319
  Accounts receivable, net                                                     20,877            26,106            24,204
  Inventories                                                                  31,230            30,278            33,594
  Refundable income taxes                                                        --                 795                90
  Prepaid expenses                                                              4,207             2,110             2,242
  Deferred income taxes                                                         4,329             3,702             4,992
                                                                             --------          --------          --------
    Total current assets                                                       61,365            63,863            66,441


Fixed assets, net                                                               7,231             5,187             4,413


Other assets                                                                      996             1,055               892
                                                                             --------          --------          --------

   Total assets                                                              $ 69,592          $ 70,105          $ 71,746
                                                                             ========          ========          ========


                                LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Revolving credit facility                                                  $  6,996          $  6,120          $ 10,469
  Accounts payable                                                              8,050             9,162             9,137
  Accrued income taxes                                                            134               307               156
  Accrued compensation                                                            248               756               263
  Other accrued expenses                                                        1,887             3,522             2,898
                                                                             --------          --------          --------
    Total current liabilities                                                  17,315            19,867            22,923
                                                                             --------          --------          --------

Long-term debt                                                                  4,594              --                --

Stockholders' equity:
  Capital stock                                                                    68                68                67
  Paid-in capital                                                              53,917            53,623            53,506
  Currency translation adjustment                                                 (20)               25                62
  Retained deficit                                                             (3,688)           (3,478)           (4,812)
  Cost of common stock held

    in treasury                                                                (2,594)             --                --
                                                                             --------          --------          --------
    Total stockholders'
      equity                                                                   47,683            50,238            48,823
                                                                             --------          --------          --------
    Total liabilities and
      Stockholders' equity                                                   $ 69,592          $ 70,105          $ 71,746
                                                                             ========          ========          ========
</TABLE>



   The accompanying notes are an integral part of these financial statements.

                                  Page 3 of 14


<PAGE>   4

                           UNIVERSAL ELECTRONICS INC.
                        CONSOLIDATED STATEMENT OF INCOME
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                                         Three Months Ended                 Nine Months Ended
                                                                            September 30,                      September 30,
                                                                       1996              1995              1996              1995
                                                                       ----              ----              ----              ----
(Dollars and shares in 
thousands, except per share
amounts.)

<S>                                                                  <C>               <C>               <C>               <C>     
Net Sales                                                            $ 25,641          $ 30,726          $ 69,073          $ 73,966
Cost of sales                                                          18,870            21,583            49,835            53,148
                                                                     --------          --------          --------          --------
  Gross profit                                                          6,771             9,143            19,238            20,818
Selling, general and
administrative expenses                                                 6,482             6,824            19,668            21,086
Restructuring expenses                                                   --                --                --                 977
                                                                     --------          --------          --------          --------
  Operating income (loss)                                                 289             2,319              (430)           (1,245)
Interest expense                                                          213               265               557               814
Interest income                                                            (6)              (15)              (26)              (30)
Other (income) expenses, net                                              (83)              (11)             (221)             (356)
                                                                     --------          --------          --------          --------
Income (loss) before income
taxes                                                                     165             2,080              (740)           (1,673)

Income tax (expense) benefit                                              (53)             (703)              530               658
                                                                     --------          --------          --------          --------
  Net income (loss)                                                  $    112          $  1,377          $   (210)         $ (1,015)
                                                                     ========          ========          ========          ========
  Net income (loss) per share                                        $   0.02          $   0.20          $  (0.03)         $  (0.15)
                                                                     ========          ========          ========          ========
Weighted average common and                                            
common stock equivalents
outstanding                                                             6,855            6,829              6,760             6,742
                                                                     ========          ========          ========          ========
</TABLE>


The accompanying notes are an integral part of these financial statements.

                                  Page 4 of 14


<PAGE>   5
                           UNIVERSAL ELECTRONICS INC.
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                                                    Nine Months Ended September 30,
(Dollars in Thousands)                                                                    1996              1995
                                                                                          ----              ----
<S>                                                                                    <C>               <C>      
Cash provided by operating activities

  Net loss                                                                             $   (210)         $ (1,015)
  Adjustments to reconcile net loss
  to net cash provided by (used for)
  operating activities:

    Depreciation and amortization                                                         1,192             1,000
    Deferred income taxes                                                                  (627)           (1,368)
  Changes in operating assets and liabilities:
    Receivables                                                                           5,469            (7,453)
    Inventories                                                                            (982)            9,398
    Other assets                                                                         (2,063)            3,750
    Payables and accruals                                                                (3,383)           (1,264)
    Accrued income taxes                                                                    641              (269)
                                                                                       --------          --------
Net cash provided by
operating activities                                                                         37             2,779
                                                                                       --------          --------

Cash used for investing activities:
  Acquisition of fixed assets                                                            (3,185)           (1,756)
  Trademarks                                                                               (155)             (143)
                                                                                       --------          --------
Net cash used for investing activities:                                                  (3,340)           (1,899)
                                                                                       --------          --------

Cash provided by (used for) financing activities:
  Short-term bank borrowings                                                             46,259            58,500
  Short-term bank payments                                                              (45,383)          (59,511)
  Long-term debt                                                                          4,594               (25)
  Proceeds from stock options
  exercised                                                                                 295                10
  Treasury stock purchased                                                               (2,594)
                                                                                       --------          --------
Net cash provided by (used for) financing
activities                                                                                3,171            (1,026)
                                                                                       --------          --------

Effect of exchange rates on cash                                                            (18)               25
                                                                                       --------          --------

Net decrease in cash and cash equivalents                                                  (150)             (121)

Cash and cash equivalents at beginning of
period                                                                                      872             1,440
                                                                                       --------          --------
Cash and cash equivalents at end of period                                             $    722          $  1,319
                                                                                       ========          ========

Supplemental Information to the Consolidated Statement of Cash Flows
Cash paid (received) during the period for:

  Interest                                                                             $    545          $    824
                                                                                       ========          ========
  Income taxes                                                                         $   (358)         $    537
                                                                                       ========          ========

</TABLE>

The accompanying notes are an integral part of these financial statements.

                                  Page 5 of 14


<PAGE>   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 in the accompanying consolidated financial
statements.

INVENTORIES

Inventories consist of the following (in thousands):
<TABLE>
<CAPTION>

                 September 30, 1996     December 31, 1995       September 30, 1995

<S>                    <C>                   <C>                       <C>    
Components             $13,273               $14,127                   $15,932
Finished goods          17,957                16,151                    17,662
                       -------               -------                   -------
Total
inventories            $31,230               $30,278                   $33,594
                       =======               =======                   =======

</TABLE>

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.

                                  Page 6 of 14


<PAGE>   7

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION 
        AND RESULTS OF OPERATIONS

Net sales for the third quarter were $25.6 million compared to $30.7 million for
the same quarter a year earlier. Net income was $112,000, or $0.02 per share, as
compared to net income of $1.4 million, or $0.20 per share, for the third
quarter of 1995.

Net sales for the first nine months of 1996 were $69.1 million compared to $74.0
million for the same period a year earlier. The Company experienced a loss for
the first nine months of 1996 equal to $210,000, or $0.03 per share, compared to
a loss of $1.0 million, or $0.15 per share in the first nine months of 1995.
Included in the 1995 loss was a restructuring charge of $0.09 per share
($977,000 pre-tax) associated with personnel severance and facilities closures.

Net sales in the Company's Retail Businesses experienced 4.0% growth for the
third quarter, increasing from $19.2 million last year to $20.0 million this
year. Competitive pressures in the domestic One For All(R) Retail Business
continued during the quarter, resulting in a sales decline of 12.3%. The other
Retail Businesses, however, including Private Label, Europe and Eversafe(R),
increased by 19.8% over the same period last year. Year-to-date sales for the
Retail Businesses showed a 1.8% decline mainly due to the loss of a large, but
low margin Private Label customer and the competitive pricing and cost pressures
which the Company experiences in its domestic One For All Retail Business.

Net sales in the Company's Technology Businesses (Cable, Cable OEM, and OEM)
declined from $11.6 million in the third quarter of 1995 to $5.7 million in
1996. This decline was driven largely by the absence of a large non-recurring
order in the third quarter of 1995 and the loss of a major OEM customer. These
factors were also the major reasons for the 15.3% year to date sales decline.

Gross margins for the third quarter declined from 29.8% last year to 26.4% this
year, driven largely by changes in sales mix between our Retail and Technology
Businesses and continued price competition in our the domestic Retail Business.
Gross profit margins will fluctuate due to a variety of factors, including,
among other things, shifts in product mix, changes in product pricing,
fluctuations in manufacturing and freight costs, and changes in customer mix.

Selling, general and administrative expenses were $6.5 million for the 1996
third quarter compared with $6.8 million last year. Year-to-date, S, G, & A
expenses were $19.7 for 1996 compared with $21.1 last year. The decrease is due
primarily to the decrease in professional legal fees and consumer affairs costs.

The Company recorded interest expense of approximately $557,000 related to
borrowings under its revolving credit line for the first nine months of 1996
compared to approximately $814,000 for the same period last year. The decrease
is the result of a lower average outstanding balance and reduced interest rate
in the first nine months of 1996 compared to the same period in 1995.

The Company recorded an income tax benefit of approximately $530,000 for the
first nine months of 1996 as compared to a benefit of approximately $658,000
million for the same period of 1995. The 1996 benefit includes a first quarter
release of approximately $174,000 in the valuation allowance of deferred tax
assets created in 1994. The continuing improvement and return to profitable
operations has permitted management to reevaluate the Company's position and
recognize the tax benefit because management believes the related tax credits
should be realized before their statutory expiration.

Backlog

As of the end of the third quarter of 1996, the Company had backlog orders of
$7.6 million. 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 approximately $37,000
for the first nine months of 1996 compared to $2.8 million in 1995. The cash
provided from operating activities in 1995 was primarily the result of the
liquidation of excess inventories identified at the end of 1994. 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 three-quarter percent. The credit facility is

                                  Page 7 of 14


<PAGE>   8




secured by a first priority security interest in the accounts receivable,
inventory, equipment, and general intangibles of the Company. At September 30,
1996, the interest rate charged on the outstanding balance of this credit line
was 7.5%. 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 September 30, 1996, the Company had utilized
approximately $7.0 million of the credit facility for the acquisition of
inventory to support future sales and for other general operating purposes and
had approximately $1.3 million of outstanding import letters of credit. In
addition, the Company utilized approximately $4.6 million of the outstanding
credit facility for the acquisition of and improvements to its Twinsburg, Ohio
facility amounting to approximately $2.0 million and approximately $2.6 million
for a previously announced acquisition of treasury stock. This amount has been
classified as long-term in the accompanying balance sheet. 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 nine months of 1996 and 1995 were
approximately $3.3 million and $1.9 million, respectively. Approximately $1.7
million of 1996 first half capital expenditures were for the acquisition of the
Twinsburg, Ohio facility with the balance primarily relating to the acquisition
of new product tooling. Capital expenditures for the first nine months of 1995
were primarily for new product tooling, computers, and operating software. 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.

                RISK FACTORS PERTAINING TO THE THIRD QUARTER 1996

The Company cautions that the following important factors, among others
(including but not limited to factors mentioned from time to time in the
Company's reports filed with the Securities and Exchange Commission), could
affect the Company's actual results and could cause the Company's actual
consolidated results to differ materially from those expressed in any
forward-looking statements of the Company made by or on behalf of the Company.
The factors included here are not exhaustive. Further, any forward-looking
statement speaks only as of the date on which such statement is made, and the
Company undertakes no obligation to update any forward-looking statement or
statements to reflect events or circumstances after the date on which such
statement is made or to reflect the occurrence of unanticipated events. New
factors emerge from time to time and it is not possible for management to
predict all of such factors, nor can it assess the impact of each such factor on
the business or the extent to which any factor, or combination of factors, may
cause actual results to differ materially from those contained in any
forward-looking statements. Therefore, forward-looking statements should not be
relied upon as a prediction of actual future results.

Dependence Upon Key Suppliers
- -----------------------------

Most of the components used in the Company's products are available from
multiple sources; however, the Company has elected to purchase integrated
circuit components used in the Company's products, principally its remote
control products, and certain other components used in the Company's products,
from several selected sources. The Company has recently developed alternative
sources of supply for these integrated circuit components. However, there can be
no assurance that the Company will be able to continue to obtain these
components on a timely basis or in the quantities necessary to maintain or meet
the forecasted requirements. The Company generally maintains inventories of its
integrated chips, which could be used in part to mitigate, but not eliminate,
delays resulting from supply interruptions. An extended interruption or
termination in the supply of any of the components used in the Company's
products, or a reduction in their quality or reliability, would have an adverse
effect on the Company's business and results of operations.

Dependence On Foreign Manufacturing
- -----------------------------------

Third-party manufacturers located in foreign countries manufacture substantially
all of the Company's remote controls products. The Company's arrangements with
its foreign manufacturers are subject to the risks of doing business abroad,
such as import duties, trade restrictions, work stoppages, political instability
and other factors which could have a material adverse effect on the Company's
business and results of operations. The Company believes that the loss of any
one or more of its manufacturers would not have a long-term material adverse
effect on the Company's business and results of operations because numerous
other manufacturers are

                                  Page 8 of 14


<PAGE>   9
available to fulfill the Company's requirements. In addition to continuing to
seek out alternative and additional third party manufacturers both domestically
and abroad, the Company has recently commenced manufacturing a small amount of
its remote controls in-house. Such in-house manufacturing, however, does not
presently reduce the Company's dependence on its third party manufacturers.
However, the loss of any of the Company's major manufacturers could adversely
affect the Company's business until alterative manufacturing arrangements are
secured.

Potential Fluctuations In Quarterly Results
- -------------------------------------------

The Company's quarterly financial results may vary significantly depending
primarily upon factors such as the timing of significant orders, the timing of
new product offerings and presentations by the Company and its competitors. In
addition, historically the Company's business historically has been seasonal,
with the largest proportion of sales occurring in September, October and
November of each calendar year. Factors such as quarterly variations in
financial results could aversely affect the market price of the Common Stock and
cause it to fluctuate substantially. In addition, the Company may (i) from time
to time increase its operating expenses to fund greater levels of research and
development, increase its sales and marketing activities, develop new
distribution channels, improve its operational and financial systems and broaden
its customer support capabilities and (ii) incur significant operating expenses
associated with any new acquisitions. To the extent that such expenses precede
or are not subsequently followed by increased revenues, the Company's business,
operating results and financial condition will be materially adversely affected.

The Company expects to experience significant fluctuations in future quarterly
operating results that may be caused by many factors, including demand for the
Company's products, introduction or enhancement of products by the Company and
its competitors, market acceptance of new products, price reductions by the
Company or its competitors, changes in the mix of distribution channels through
which products are sold, level of product returns, mix of products sold,
component pricing, mix of international and North American revenues, and general
economic conditions. In addition, as a strategic response to changes in the
competitive environment, the Company may from time to time make certain pricing
or marketing decisions or acquisitions that could have a material adverse effect
on the Company's business, results of operations or financial condition. As a
result, the Company believes that period-to-period comparisons of its results of
operations are not necessarily meaningful and should not be relied upon as any
indication of future performance. Due to all of the foregoing factors, it is
likely that in some future quarters the Company's operating results will be
below the expectations of public market analysts and investors. In such event,
the price of the Company's common stock would likely be materially adversely
affected.

Dependence On Consumer Preference
- ---------------------------------

The Company is susceptible to fluctuations in its business based upon consumer
demand for its products. The Company believes that its success depends in
substantial part on its ability to anticipate, gauge and respond to such
fluctuation in consumer demand. However, it is impossible to predict with
complete accuracy the occurrence and effect of any such event that will cause
such fluctuations in consumer demand for the Company's products.

Dependence Upon Timely Product Introduction
- -------------------------------------------

The Company's ability to remain competitive in the remote control products
market will depend in part upon its ability to successfully identify new product
opportunities and to develop and introduce new products and enhancements on a
timely and cost effective basis. There can be no assurance that the Company will
be successful in developing and marketing new products or in enhancing its
existing products, that new products will achieve ongoing consumer acceptance,
that products developed by others will not render the Company's products
non-competitive or obsolete or that the Company will be able to obtain or
maintain the rights to use proprietary technologies developed by others which
are incorporated in the Company's products. Any failure by the Company to
anticipate or respond adequately to technological developments and customer
requirements, or any significant delays in product development or introduction,
could have a material adverse effect on the Company's financial condition and
results of operations.

In addition, the introduction of new products which the Company may introduce in
the future may require the expenditure of funds for research and development,
tooling, manufacturing processes, inventory and marketing. In order to achieve
high volume production of any new product, the Company may have to make
substantial investments in inventory and expand its production capabilities.

Dependence On Major Customers
- -----------------------------

                                  Page 9 of 14


<PAGE>   10




The Company's performance is affected by the economic strength and weakness of
its worldwide customers. The Company sells its products to mass merchants, such
as Wal-Mart, Kmart, and Sears and to technology oriented business such as
companies doing business in the cable and telecommunications industries. The
Company also supplies its products to its wholly-owned, non-U.S. subsidiaries
and to independent foreign distributors, who in turn distribute the Company's
products worldwide, with the United Kingdom, Europe, and Australia currently
representing the Company's principal foreign markets. The loss of any one or
more of the Company's key customers either in the United States or abroad due to
the financial weakness or bankruptcy of any such customer may have an adverse
affect on the Company's financial condition or results of operations.

Competition
- -----------

The remote control industry is characterized by intense competition based
primarily on product availability, price, speed of delivery, ability to tailor
specific solutions to customer needs, quality and depth of product lines. The
Company's competition is fragmented across its product lines, and accordingly,
the Company does not compete with any one company across all product lines. The
Company competes with a variety of entities, some of which have greater
financial and other resources than the Company and, in particular, the Company's
competition in its domestic Retail Business comes primarily from two companies,
RCA and Sony. The Company's ability to remain competitive in this industry
depends in part on its ability to successfully identify new product
opportunities and develop and introduce new products and enhancements on a
timely and cost effective basis.

General Economic Conditions
- ---------------------------

General economic conditions, both domestic and foreign, have an impact on the
Company's business and financial results. From time to time the markets in which
the Company sells its products experience weak economic conditions that may
negatively affect the sales of the Company's products. To the extent that
general economic conditions affect the demand for products sold by the Company,
such conditions could have an adverse effect on the Company's business.
Moreover, operating its business in countries outside of the United States
exposes the Company to fluctuations in foreign currency exchange rates, exchange
ratios, nationalization or expropriation of assets, import/export controls,
political instability, variations in the protection of intellectual property
rights, limitations on foreign investments and restrictions on the ability to
convert currency are risks inherent in conducting operations in geographically
distant locations, with customers speaking different languages and having
different cultural approaches to the conduct of business, any one of which alone
or collectively, may have an adverse affect on the Company's international
operations, and consequently on the Company's business, operating results and
financial condition.

                                  Page 10 of 14


<PAGE>   11




PART II.         OTHER INFORMATION

ITEM 6.          EXHIBITS AND REPORTS ON FORM 8-K
<TABLE>
<CAPTION>

<S>              <C>      <C>                                                                         <C>
                                                                                                      Page
                                                                                                      ----
                 (A)      Exhibits                                                                    

                          11.1     Statement re:  Computation of Per                                    13
                          Share Earnings (filed herewith).

                 (B)      Reports on Form 8-K

                          There were no reports on Forms 8-K filed during the
                          quarter ended September 30, 1996.

                 (C)      Exhibit 27 Financial Data Schedule                                            14

</TABLE>


                                  Page 11 of 14


<PAGE>   12




                                   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:   November 14, 1996     \s\ David M. Gabrielsen
                              -----------------------------------------------
                              David M. Gabrielsen
                              Chairman, President and Chief Executive Officer

Date:   November 14, 1996     \s\ Paul Arling
                              --------------------------------------------------
                              Paul Arling
                              Senior Vice President and Chief Financial Officer

                                  Page 12 of 14



<PAGE>   1

                                                                    Exhibit 11.1

                           UNIVERSAL ELECTRONICS INC.
                        COMPUTATION OF PER SHARE EARNINGS
<TABLE>
<CAPTION>

                                         Three Months Ended                      Nine Months Ended
                                         ------------------                      -----------------
                                           September 30,                            September 30,
                                           -------------                            -------------

                                     1996                1995                 1996                 1995
                                 -----------          -----------         -----------          -----------
<S>                              <C>                    <C>               <C>                  <C>         
Common stock
 outstanding, beginning
 of period                         6,750,898            6,741,578           6,750,898            6,741,578
                                 -----------          -----------         -----------          -----------
Weighted average common
 stock outstanding from
 exercise of stock
 options and treasury
 stock purchase                       (2,106)               1,204               8,770                  405
                                 -----------          -----------         -----------          -----------
Weighted average common
 stock outstanding                 6,748,792            6,742,782           6,759,668            6,741,983
                                 ===========          ===========         ===========          ===========
Stock options                        106,237               86,166                --                   --
                                 ===========          ===========         ===========          ===========
Weighted average common
 and common stock
 equivalents outstanding           6,855,029            6,828,948           6,759,668            6,741,983
                                 ===========          ===========         ===========          ===========
Net income (loss)
 attributable to common
 stockholders                    $   112,183            1,377,163         $  (210,313)         $(1,014,858)
                                 ===========          ===========         ===========          ===========
Net income (loss) per
 common and common stock
 equivalents                     $      0.02          $      0.20         $     (0.03)         $     (0.15)
                                 ===========          ===========         ===========          ===========
</TABLE>

                                  Page 13 of 14

<TABLE> <S> <C>

<ARTICLE> 5
       
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                                0
                                          0
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<CHANGES>                                            0
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<EPS-PRIMARY>                                    (.03)
<EPS-DILUTED>                                        0
        

</TABLE>


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