<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _______ to
Commission file number 1-13516
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UNIVERSAL AUTOMOTIVE INDUSTRIES, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 36-3973627
----------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
11859 South Central Avenue
Alsip, Illinois 60803
---------------------
(Address of principal executive offices)
(Zip Code)
(708) 293-4050
--------------
(Registrant's telephone number, including area code)
N/A
---
(Former name, former address and former fiscal year,
if changed since last report)
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 (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
--- ---
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes No
--- ---
APPLICABLE ONLY TO CORPORATE ISSUERS:
The number of shares of issuer's Common Stock, par value $.01 per share,
outstanding as of August 11, 2000 was 6,914,310 shares.
<PAGE> 2
UNIVERSAL AUTOMOTIVE INDUSTRIES, INC.
INDEX
PART I. FINANCIAL INFORMATION
Page (s)
--------
Item 1. Financial Statements
Consolidated Balance Sheets
June 30, 2000 (Unaudited) and December 31, 1999 3
Consolidated Statements of Operations
(Unaudited) - for the three months and six months ended
June 30, 2000 and 1999 4
Consolidated Statements of Cash Flows
(Unaudited) - for the six months ended
June 30, 2000 and 1999 5 - 6
Notes to Condensed Financial Statements (Unaudited) 7 - 8
Item 2. Management's Discussion and Analysis of Results of
Operations and Financial Condition 9 - 11
Item 3. Quantitative and Qualitative Disclosure About Market Risk 12
PART II. OTHER INFORMATION
Items 1 through 3 and 5 are not applicable to this report.
Item 4 - Submission of Matters to a Vote of Security Holders 12
Item 6 - Exhibits and Reports on Form 8-K 12
Signatures 13
EXHIBIT II - Computation of Earnings Per Share 14
2
<PAGE> 3
UNIVERSAL AUTOMOTIVE INDUSTRIES, INC.
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
June 30, 2000 December 31, 1999
------------- -----------------
Assets (Unaudited)
<S> <C> <C>
Current Assets:
Cash $ 143,586 $ 35,457
Accounts receivable, trade 22,304,941 15,849,708
Due from stockholders 237,262 237,262
Inventories 17,830,328 17,938,629
Deferred income taxes 259,100 395,000
Prepaid expenses and other current assets 997,070 1,060,650
Net current assets of discontinued operation 242,694 339,535
----------- -----------
42,014,981 35,856,241
----------- -----------
Property and Equipment - continuing operations, net 5,093,434 4,758,305
----------- -----------
Property and Equipment - discontinued operation, net 800,000 800,000
----------- -----------
Other Assets:
Goodwill, net 560,032 569,073
Deferred income taxes 490,000 490,000
Other assets 933,492 686,148
----------- -----------
1,983,524 1,745,221
----------- -----------
$49,891,939 $43,159,767
----------- -----------
Liabilities and Stockholders' Equity
Current Liabilities:
Accounts payable, trade $12,601,169 $10,691,507
Long-term indebtedness, current portion 325,141 508,955
Accrued expenses and other current liabilities 4,869,311 4,668,252
Estimated loss on disposal of discontinued operation 1,145,796 1,500,000
----------- -----------
18,941,417 17,368,714
----------- -----------
Long-term Liabilities:
Revolving loan indebtedness 21,281,079 16,764,671
Subordinated debenture 4,408,125 4,385,625
Long-term indebtedness, non-current portion 1,193,148 1,308,847
Deferred income taxes 253,066 258,734
----------- -----------
27,135,418 22,717,877
----------- -----------
Minority interest in subsidiary 450,000 0
----------- -----------
Stockholders' Equity:
Preferred stock (authorized 1,000,000 shares, $.01 par
value, none issued or outstanding) 0 0
Common stock (authorized 15,000,000 shares, $.01 par value,
6,914,310 shares and 6,829,310 issued and outstanding at
June 30, 2000 and December 31, 1999, respectively) 69,143 68,293
Additional paid-in-capital 8,553,428 8,413,978
Retained earnings (4,336,605) (4,514,672)
Accumulated other comprehensive losses (920,862) ( 894,423)
----------- -----------
3,365,104 3,073,176
----------- -----------
$49,891,939 $43,159,767
=========== ===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
3
<PAGE> 4
UNIVERSAL AUTOMOTIVE INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended June 30, Six Months Ended June 30,
--------------------------- ---------------------------
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net sales $19,995,593 $19,478,617 $37,498,197 $33,377,295
Cost of sales 15,615,604 15,192,851 29,429,709 26,639,306
----------- ----------- ----------- -----------
Gross profit 4,379,989 4,285,766 8,068,488 6,737,989
Selling, general, and administrative expenses 3,500,341 2,876,778 6,588,001 5,279,379
----------- ----------- ----------- -----------
Income from operations 879,648 1,408,988 1,480,487 1,458,610
----------- ----------- ----------- -----------
Other (Income) Expense:
Interest expense 674,176 481,100 1,251,630 940,380
Other (19,186) (10,929) (85,111) (11,523)
----------- ----------- ----------- -----------
654,990 470,171 1,166,519 928,857
----------- ----------- ----------- -----------
Income before provision for income taxes 224,658 938,818 313,968 529,754
Income tax provision 103,600 331,018 135,900 135,500
----------- ----------- ----------- -----------
Income from continuing operations 121,058 607,800 178,068 394,254
Loss from discontinued operation - (215,641) - (587,249)
----------- ----------- ----------- -----------
Net income (loss) $ 121,058 $ 392,159 $ 178,068 $ (192,995)
=========== =========== =========== ===========
Comprehensive Income (Loss):
Net income (loss) $ 121,058 $ 392,159 $ 178,068 $ (192,995)
Other comprehensive loss, foreign currency
translation adjustment (41,169) (24,102) (26,439) (56,956)
----------- ----------- ----------- -----------
Comprehensive Income (Loss) $ 79,889 $ 368,057 $ 151,629 $ (249,951)
=========== =========== =========== ===========
Earnings (Loss) Per Share:
Basic:
Continuing operations $ 0.02 $ 0.09 $ 0.03 $ 0.06
Discontinued operation 0.00 (0.03) 0.00 (0.09)
----------- ----------- ----------- -----------
Net $ 0.02 $ 0.06 $ 0.03 $ (0.03)
=========== =========== =========== ===========
Diluted:
Continuing operations $ 0.02 $ 0.08 $ 0.02 $ 0.05
Discontinued operation 0.00 (0.03) 0.00 (0.08)
----------- ----------- ----------- -----------
Net $ 0.02 $ 0.05 $ 0.02 $ (0.03)
=========== =========== =========== ===========
Weighted average number of common shares Outstanding:
Basic 6,914,310 6,784,810 6,876,810 6,778,229
Common stock equivalents resulting from
warrants and options 599,201 356,398 815,198 376,591
----------- ----------- ----------- -----------
Diluted 7,513,511 7,141,208 7,692,008 7,154,820
=========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of the financial statements
4
<PAGE> 5
UNIVERSAL AUTOMOTIVE INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Six Months Ended June 30,
-----------------------------------
2000 1999
----------- -----------
<S> <C> <C>
Cash Flows from Operating Activities: $ 178,068 $ (192,995)
Net Income (Loss) - (587,249)
Net loss from discontinued operations ----------- -----------
Income from continuing operations 178,068 394,254
Adjustments to reconcile net income (loss) to net cash used
in operating activities:
Depreciation and amortization 616,455 469,690
Provision for bad debts 200,813 251,659
Effect of exchange rate changes (26,439) (56,956)
Compensation expense for stock options 19,800 19,800
Deferred income taxes and other 152,732 12,088
Changes in operating assets and liabilities:
Accounts receivable, trade (6,656,046) (7,816,469)
Inventories 108,301 1,893,710
Prepaid expenses and other current assets 63,580 (39,304)
Other assets (358,859) 0
Accounts payable, trade 1,909,660 2,142,336
Accrued expenses and other current liabilities 201,059 (72,942)
----------- -----------
Net cash used in operating activities from
continuing operations (3,590,876) (2,802,134)
Net cash used in operating activities from
discontinued operations (257,363) (357,827)
----------- -----------
Net cash used in operating activities (3,848,239) (3,159,961)
----------- -----------
Cash Flows for Investing Activities - purchase of
property and equipment (831,026) (839,033)
----------- -----------
Cash Flows from Financing Activities:
Net increase in revolving loan indebtedness 4,516,406 3,705,000
Proceeds from notes payable - 262,126
Proceeds from issuance of preferred stock of subsidiary 450,000 0
Principal payments on notes payable (299,513) (215,899)
Proceeds from issuance of common stock from exercise of options 120,500 -
Net cash provided by financing activities ----------- -----------
4,787,393 3,751,227
----------- -----------
Net Increase (Decrease) in Cash 108,128 (247,767)
Cash, Beginning of Period 35,457 347,626
----------- -----------
Cash, End of Period $ 143,586 $ 99,859
=========== ===========
Cash of continuing operations $ 143,586 $ 104
Cash of discontinued operations (included with
net current assets of discontinued operations) - 99,755
----------- -----------
$ 143,586 $ 99,859
=========== ===========
</TABLE>
5
<PAGE> 6
UNIVERSAL AUTOMOTIVE INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended June 30,
-------------------------------
2000 1999
-------------- ------------
<S> <C> <C>
Supplemental Disclosures of Cash Flow Information:
Cash paid for interest $ 1,265,821 $ 1,107,256
-------------- ------------
Cash paid for income taxes $ 15,000 $ 0
-------------- ------------
Supplemental Disclosures of Noncash Investing and Financing
Activities - Issuance of common stock for services $ 0 $ 25,000
-------------- ------------
</TABLE>
The accompanying notes are an integral part of the financial statements.
6
<PAGE> 7
UNIVERSAL AUTOMOTIVE INDUSTRIES, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
1. UNAUDITED INTERIM FINANCIAL STATEMENTS
Interim condensed financial statements are prepared pursuant to the requirements
for reporting on Form 10-Q. Accordingly, certain disclosures accompanying annual
financial statements prepared in accordance with generally accepted accounting
principles are omitted. For additional disclosures, see the Notes to
Consolidated Financial Statements contained in Universal Automotive Industries,
Inc. (the "Company") Annual Report on Form 10-K for the year ended December 31,
1999.
In the opinion of management of the Company, all adjustments, consisting solely
of normal recurring adjustments, necessary for the fair presentation of the
financial statements for these interim periods have been included. The current
period's results of operations are not necessarily indicative of results which
ultimately may be achieved for the year.
2. INVENTORIES
June 30, 2000
-------------
Finished goods $ 15,069,210
Work in process 233,614
Raw materials 2,527,504
-------------
$ 17,830,328
-------------
3. BASIS OF PRESENTATION
Income Taxes
The Company's effective tax rate for the three and six months ended June 30,
1999 varies from the federal statutory tax rate principally due to losses in the
Company's Hungarian subsidiary for which no current tax benefits are available.
4. LASALLE INDEBTEDNESS
The Company entered into an amendment to its credit agreement with LaSalle Bank
National Association or its subsidiaries ("LaSalle") whereby the amount of
available borrowing under the revolving credit was increased $4 million to $26
million.
5. EXERCISE OF FINOVA WARRANTS
The Company received notification from Finova Mezzanine Capital, Inc. ("Finova")
that they elected to exercise a warrant to purchase 450,000 of the Company's
common stock at an exercise price of $0.83 per share. The warrants are more
fully described in Note 4 to the 1999 audited financial statements. Finova has
elected to use a "cashless" exercise provision whereby Finova will receive a net
of 279,257 shares of common stock after surrendering 170,743 shares which have a
fair market value equal to the aggregate exercise price. Therefore, the Company
will receive no cash proceeds from this transaction when the shares are issued.
7
<PAGE> 8
6. CAPITALIZATION OF EPARTS EXCHANGE, INC.
Capitalization of eParts eXchange, Inc. is as follows as of June 30, 2000:
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------
Shares
Authorized Shares Issued Percent of Shares Issued
-----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Common, Par $.00001, issued to: 30,000,000
Universal Automotive Industries, Inc. 7,000,000 74%
Officers and directors 2,500,000 26%
-----------------------------------------------------------------------------------------------------------------------
Preferred, Series A , Par $00001 7,000,000 900,000
-----------------------------------------------------------------------------------------------------------------------
</TABLE>
The Series A Preferred was issued for total proceeds of $450,000 which is shown
in the Balance Sheet as Minority Interest in Subsidiary. Each share of Series A
Preferred Stock is convertible into one share of Common at any time and has
voting rights, together with the Common Stock, on an "as converted" basis. All
liquidation proceeds accrue to Series A Preferred Stock until Series A holders
receive a return equal to the original investment plus 10%. The Company has
historically sold certain commodity aftermarket parts on a drop ship basis;
effective May 1, 2000, the Company contributed this business to eParts eXchange,
Inc., which is more in line with such subsidiary's commodity auction business
than the Company's core brake parts business.
7. DISCONTINUED OPERATIONS
As previously disclosed in Note 9 of the 1999 audited financial statements, the
Company finalized its decision to discontinue its Hungarian operation in
December 1999. As of December 31, 1999, the Company provided for estimated costs
of disposition of $1,500,000 including estimated losses of the discontinued
operation during the disposal period. For the three and six months ended June
30, 2000, losses from the discontinued operation of $212,000 and $354,000,
respectively were applied against the aforementioned reserve. The Statements of
Operations for the three and six months ended June 30, 1999 were restated to
reflect this treatment.
8
<PAGE> 9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION(1)
GENERAL
We are a manufacturer and distributor of brake rotors, drums, disc brake
pads, relined brake shoes, non-asbestos friction lining, and a complete line of
hydraulic parts. We believe that we are the leading supplier of "value line"
brake parts (brake parts sold at prices significantly below those of certain
leading national brand name brake parts) to mass-market retailers, traditional
warehouse distributors and specialty undercar distributors in North America.
Management's discussion and analysis of financial condition and results of
operations that follow are based on restated financial condition and results of
operations for both periods presented due to the treatment of the Company's
Hungarian foundry as a discontinued business.
RESULTS OF OPERATIONS
Three Months Ended June 30, 2000 Compared To Three Months Ended June 30, 1999
Net sales for the three months ended June 30, 2000 increased $517,000 or
2.7% over the same quarter in 1999 to $19,996,000. Shipments of US brake
products increased $3,445,000 or 22.3% as the Company increased their market
penetration with the addition of new customers in 2000, especially Pep Boys,
Inc., in spite of softness in the North American automotive aftermarket. This
increase was offset, however, by lower commodity sales ($830,000) and the lack
of Canadian distribution business sales ($2,098,000) which was sold as of
December 31, 1999.
Gross profits for the three months ended June 30, 2000 were $4,380,000 or
21.9% of net sales compared to $4,285,000 or 22.0% in the same period of 1999.
Included in gross profit in the second quarter of 2000 was $114,000 of one-time
costs related to the realignment of the Company's friction manufacturing
facilities. Included in gross profit for the second quarter of 1999 is $485,000
of gross profit related to the Canadian distribution business which was sold as
of December 31, 1999. Before the effects of these two factors, gross profit
related to the Company's base business increased to 22.5% of net sales for the
second quarter of 2000 compared to 21.9% of net sales in the same quarter of
1999. This increase is attributable to improvement in sales mix.
------------------------
(1) Some of the statements included in Management's Discussion and Analysis of
Financial Condition and Results of Operations, may be considered to be "forward
looking statements" since such statements relate to matters which have not yet
occurred. For example, phrases such as "the Company anticipates," "believes" or
"expects" indicate that it is possible that the event anticipated, believed or
expected may not occur. Should such event not occur, then the result which the
Company expected also may not occur or occur in a different manner, which may be
more or less favorable to the Company. The Company does not undertake any
obligation to publicly release the result of any revisions to these forward
looking statements that may be made to reflect any future event or
circumstances.
9
<PAGE> 10
Selling, general and administrative ("SG&A") expenses for the three months
ended June 30, 2000 increased by $623,000 or 21.7% to $3,500,000 from $2,877,000
for the same period in 1999. Included in SG&A expenses in the second quarter of
2000 was $101,000 of costs related to the start-up of the Company's e-commerce
subsidiary, eParts eXchange, Inc. Included in SG&A expenses for the second
quarter of 1999 are $410,000 of costs related to the Canadian distribution
business which was sold as of December 31, 1999. Before the effects of these two
factors, SG&A expenses related to the Company's base business increased to
$3,399,000 for the second quarter of 2000 compared to $2,467,000 in the same
quarter of 1999. The increase was due primarily to increased freight costs and
additional marketing and sales costs associated with obtaining new brake
business.
Other expense for the three months ended June 30, 2000 increased to
$655,000 from $470,000 for the same period of 1999. The increase is attributable
to higher interest expense in the second quarter ended June 30, 2000 compared to
the same period of 1999. The increase in interest expense was due primarily to a
higher level of borrowing at June 30, 2000 compared to June 30, 1999 and higher
interest rates.
The absence of a loss from discontinued operations for the quarter ended
June 30, 2000 is due to the fact that the loss from the discontinued Hungarian
iron foundry operation for the quarter ended June 30, 2000 of $212,000 has been
charged against the reserve for such losses established as of December 31, 1999.
Net income for the three months ended June 30, 2000 was $121,000 compared
to $392,000 for the same period in 1999. This decrease in net income is
attributed to the individual factors discussed above.
Six Months Ended June 30, 2000 Compared to Six Months Ended June 30, 1999
Net sales for the six months ended June 30, 2000 increased by $4,121,000 or
12.3% to $37,498,000. Sales of US brake parts for the six months ended June 30,
2000 increased by 35.2% or $9,102,000 over the same 1999 period due primarily to
the addition of a major new customer and increased sales of friction product.
This increase was offset, however, by lower commodity sales ($1,490,000) and the
lack of Canadian distribution business sales ($3,491,000) which was sold as of
December 31, 1999.
Gross profits for the six months ended June 30, 2000 increased $1,330,000
or 19.7% to $8,068,000 from $6,738,000 for the same period in 1999. Included in
gross profit for the six months ended June 30, 2000 was $353,000 of one-time
costs related to the realignment of the Company's friction manufacturing
facilities. Included in gross profit for the six months ended June 30, 1999 was
$604,000 of gross profit related to the Canadian distribution business which was
sold as of December 31, 1999. Before the effects of these two factors, the gross
profit margin percentage for the six month period for the base business was
22.5% compared to 20.5% for the same 1999 period. Gross profits for the US brake
business for the six months ended June 30, 2000 increased $2,407,000 or 42.0%.
These increases are due to higher sales and a more profitable sales mix.
Selling, general and administrative expenses for the six months ended June
30, 2000 increased $1,309,000 or 24.8% to $6,588,000 from $5,279,000 for the
same period in 1999. Included in SG&A expenses in the six month period ended
June 30, 2000 was $101,000 of costs related to the start-up of the Company's
e-commerce subsidiary, eParts eXchange, Inc. Included in SG&A expenses for the
six month
10
<PAGE> 11
period ended June 30, 1999 is $705,000 of costs related to the Canadian
distribution business which was sold as of December 31, 1999. Before the effects
of these two factors, SG&A expenses related to the Company's base business
increased to $6,487,000 for the six months ended June 30, 2000 compared to
$4,574,000 in the same period of 1999. The increase was due primarily to
increased freight costs and additional marketing and sales costs associated with
obtaining new brake business.
Other Expense for the six months ended June 30, 2000 increased by $238,000
to $1,167,000 from $929,000 for the same period of 1999. The increase is
attributable to higher interest expense in the six months ended June 30, 2000
compared to the same period of 1999. The increase in interest expense was due
primarily to a higher average level of borrowing and increasingly higher
interest rates during the period.
The absence of a loss from discontinued operations for the six months ended
ended June 30, 2000 is due to the fact that the loss from the discontinued
Hungarian iron foundry operation for this period of $354,000 has been charged
against the reserve for such losses established as of December 31, 1999.
The improvement in net income for the six months ended June 30, 2000 was
$178,000 compared to a net loss of $193,000 for the same period in 1999 was due
to the individual factors discussed above. Strong operating income of the US
brake parts business more than offset one-time facility realignment costs and
start-up costs of eParts eXchange, Inc.
LIQUIDITY AND CAPITAL RESOURCES
Net cash used in operating activities from continuing operations for the
six months ended June 30, 2000 was $3,591,000. Cash generated through an
increase in accounts payable ($1.9 million) did not fully offset cash required
to finance growth in accounts receivable ($6.7 million) necessary to support the
Company's sales growth.
Net cash used in investing activities was $831,000, which is attributable
to acquisition of various tooling, manufacturing equipment, and computer
equipment, particularly in connection with the Company's realignment and
consolidation of its friction manufacturing facilities and establishing its
e-commerce subsidiary, eParts eXchange, Inc.
Net cash provided by financing activities was $4,787,000, consisting
primarily of borrowings under the Company's revolving credit agreement and
capital contribution to the Company's subsidiary, eParts eXchange, Inc. of
$450,000.
The Company expects to continue to finance its operations through cash flow
generated from operations, borrowings under the Company's bank lines of credit
and credit from its suppliers.
11
<PAGE> 12
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
We believe that our Company does not have significant exposure to market
risk associated with derivative financial instruments, other financial
instruments, or derivative commodity instruments. The Company had previously
utilized only limited derivative financial instruments and did not use them for
trading purposes and has never used derivative commodity instruments. At June
30, 2000, there were no such derivative instruments. The fair value of financial
instruments, other than debt instruments, closely approximates their carrying
value. Because the interest rate of the revolving loan and the term loan with
LaSalle National Bank adjusts with the changes in the market rate of interest,
we believe that the fair value is equivalent to the carrying value. We believe
that the interest rate of 12.25% on the subordinated debenture is approximately
equal to the current rate available for similar debt. Accordingly, the fair
value of this debenture approximates its carrying value.
PART II OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On June 1, 2000, Universal Automotive Industries, Inc. held its annual
meeting of shareholders. Present at this meeting, in person and by proxy, were
shareholders representing 4,380,661 of the 6,914,310 issued and outstanding
shares of Common Stock at the date of record (63.35% of the total number of
shares of Common Stock outstanding and entitled to vote). The following items
were voted upon at the meeting:
A) The following Directors were elected to the Board:
--------------------------------------------------------------------------------
Name Votes For Votes Against Votes Withheld
--------------------------------------------------------------------------------
Arvin Scott 4,380,661 0 0
--------------------------------------------------------------------------------
Yehuda Tzur 4,380,661 0 0
--------------------------------------------------------------------------------
Sami Israel 4,380,661 0 0
--------------------------------------------------------------------------------
Sheldon Robinson 4,380,661 0 0
--------------------------------------------------------------------------------
Sol S. Weiner 4,380,661 0 0
--------------------------------------------------------------------------------
Dennis L. Kessler 4,380,661 0 0
--------------------------------------------------------------------------------
B) The firm of Altschuler, Melvoin and Glasser LLP was reappointed as the
Company's independent auditors for 2000. Holders of Common Stock holding
4,380,661 cast their votes in favor and no votes were cast against or abstained
from voting.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibit 11 - Computation of Earnings Per Share
12
<PAGE> 13
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
and Exchange Act of 1934, the Company has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
UNIVERSAL AUTOMOTIVE INDUSTRIES, INC.
/s/ ARVIN SCOTT
---------------------------------------------------
Arvin Scott, Chief Executive Officer, President
(Principal Executive Officer)
/s/ JEROME J. HISS
---------------------------------------------------
Jerome J. Hiss, Chief Financial Officer (Principal
Financial Officer and Principal Accounting Officer)
Date: August 14 , 2000
13
