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8-K

Universal Electronics Inc (UEIC)

8-K 2025-08-07 For: 2025-08-07
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________________________

FORM 8-K

_______________________________________

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 7, 2025

_______________________________________

UNIVERSAL ELECTRONICS INC.

(Exact name of Registrant as specified in its charter)

_______________________________________

Delaware 0-21044 33-0204817
(State or other jurisdiction (Commission File No.) (I.R.S. Employer
of incorporation) Identification No.)

15147 N. Scottsdale Road, Suite H300, Scottsdale, Arizona 85254-2494

(Address of principal executive offices and zip code)

(480) 530-3000

(Registrant's telephone number, including area code)

________________________________________________________________________________________________

(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))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, par value $0.01 per share UEIC The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition

Financial Results for the Quarter Ended June 30, 2025

On August 7, 2025, Universal Electronics Inc. ("UEI") issued a press release reporting financial results for the quarter ended June 30, 2025 and certain other information.

A copy of UEI's press release is attached as Exhibit 99 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d)Exhibits. The following exhibits are furnished with this report.

Exhibit No.    Description

99        Press Release of UEI, dated August 7, 2025 reporting financial results for the quarter ended June 30, 2025 and certain other information.

104         Cover Page to this Current Report on Form 8-K, formatted in Inline XBRL

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Universal Electronics Inc.
Date: August 7, 2025 By: /s/ Bryan Hackworth
Bryan Hackworth
Chief Financial Officer<br>(Principal Financial Officer)

2

Document

Exhibit 99

ueilogoa34.jpg

Universal Electronics Reports Financial Results for the Second Quarter 2025

SCOTTSDALE, AZ – August 7, 2025 – Universal Electronics Inc. (UEI) (Nasdaq: UEIC) reported financial results for the three and six months ended June 30, 2025.

“In the second quarter of 2025, our product development and footprint optimization efforts delivered 46% revenue growth in the connected home, which drove strong gross margins and operating cash flow,” said Chief Operating Officer and Interim Chief Executive Officer Richard Carnifax. “Focused on attractive long-term market opportunities, we are allocating investment to profitable growth areas, particularly in connected home. We are securing new customers and scaling existing accounts in Europe and North America with the understanding that customer product demand in this channel can be inconsistent across quarters. That said, our foundation of innovation and creating value for customers, which is essential to growth, is fortified by our strong balance sheet, with improvements this year resulting in a net cash position for the first time since December 2021. Repeatedly, we have demonstrated our ability to proactively adapt to the environment. Having achieved strong productivity at our facility in Vietnam and with the current trends in home entertainment resulting in lower volume, we have decided to optimize our footprint further and close our facility in Mexico.

“We are actively engaged with the Board of Directors and our Operational Review Committee of the Board on nurturing long-term profitable growth while continuously evaluating and improving our operating model to materially improve profitability and strengthen the balance sheet which creates value for customers and generates a positive return for our stockholders.”

Financial Results for the Three Months Ended June 30: 2025 Compared to 2024

•GAAP net sales were $97.7 million, compared to $90.5 million.

▪GAAP net sales in connected home were $34.1 million, compared to $23.3 million.

▪GAAP net sales in home entertainment were $63.6 million, compared to $67.2 million.

•GAAP gross margins were 29.9%, compared to 28.7%; Adjusted Non-GAAP gross margins were 29.9%, compared to 28.7%.

•GAAP operating income was $1.0 million, compared to GAAP operating loss of $4.5 million; Adjusted Non-GAAP operating income was $2.9 million, compared to Adjusted Non-GAAP operating loss $1.1 million.

•GAAP net loss was $2.9 million, or $0.22 per share, compared to $8.2 million, or $0.63 per share; Adjusted Non-GAAP net income was $2.4 million, or $0.18 per diluted share, compared to Adjusted Non-GAAP net loss of $1.2 million, or $0.09 per share.

•At June 30, 2025, cash and cash equivalents were $34.3 million.

Financial Results for the Six Months Ended June 30: 2025 Compared to 2024

•GAAP net sales were $190.0 million, compared to $182.4 million.

▪GAAP net sales in connected home were $65.8 million, compared to $47.5 million.

▪GAAP net sales in home entertainment were $124.2 million, compared to $134.9 million.

•GAAP gross margins were 29.1%, compared to 28.5%; Adjusted Non-GAAP gross margins were 29.1%, compared to 28.5%.

•GAAP operating loss was $2.7 million, compared to $11.4 million; Adjusted Non-GAAP operating income was $1.4 million, compared to Adjusted Non-GAAP operating loss of $4.6 million.

•GAAP net loss was $9.2 million, or $0.70 per share, compared to $16.8 million, or $1.30 per share; Adjusted Non-GAAP net income was $0.8 million, or $0.06 per diluted share, compared to Adjusted Non-GAAP net loss of $4.6 million, or $0.36 per share.

Financial Outlook

For the third quarter of 2025, the company expects GAAP net sales to range from $92.0 million to $102.0 million, compared to $102.1 million in the third quarter of 2024. GAAP net sales in connected home are expected to range from $30.0 million to $34.0 million, compared to $26.4 million in the third quarter of 2024. GAAP net sales in home entertainment are expected to range from $62.0 million to $68.0 million, compared to $75.7 million in the third quarter of 2024.

GAAP loss per share for the third quarter of 2025 is expected to range from $0.39 to $0.29, compared to GAAP loss per share of $0.20 in the third quarter of 2024. Adjusted Non-GAAP earnings per diluted share are expected to range from $0.08 to $0.18 per share, compared to Adjusted Non-GAAP earnings per diluted share of $0.10 in the third quarter of 2024. The third quarter 2025 Adjusted

Non-GAAP earnings per diluted share estimate excludes $0.47 per share related to, among other things, stock-based compensation, amortization of acquired intangible assets, factory restructuring costs, impairment, foreign currency gains and losses and the related tax impact of these adjustments. For a more detailed explanation of Non-GAAP measures, please see the Use of Non-GAAP Financial Metrics and Additional Financial Information discussion, the Reconciliation of Adjusted Non-GAAP Financial Results and Adjusted Non-GAAP Financial Outlook and Financial Results, each located elsewhere in this press release.

Conference Call Information

UEI’s management team will hold a conference call today, Thursday, August 7, 2025 at 4:30 p.m. ET / 1:30 p.m. PT, to discuss its second quarter 2025 earnings results, review recent activity and answer questions. To attend the call please register at https://register-conf.media-server.com/register/BI451ff6a969ea45fdbaa16b0263f5607d to receive a computer-generated dial-in number and a unique pin number. The conference call will also be broadcast live on the investor section of the UEI website where it will be available for replay for 90 days.

Forward-looking Statements

This press release and accompanying schedules contain "forward-looking statements" within the meaning of federal securities laws, including net sales, profit margin and earnings trends, estimates and assumptions; our goals, focus, strategies and operating model; our expectations about new product introductions and market opportunities; expected benefits from the closure of our Mexico facility; and similar statements concerning anticipated future events and expectations that are not historical facts. We caution you that these statements are not guarantees of future performance and are subject to numerous risks and uncertainties, including those we identify below and other risk factors that we identify in our annual report on Form 10-K for the year ended December 31, 2024 and the periodic and current reports filed and furnished since then.

Risks that could affect forward-looking statements in this press release include: our continued ability to timely develop and deliver innovative control solutions and technologies that are accepted by our customers, both near- and long-term; our ability to attract new customers and to successfully capture new sales in all markets we serve, including new product and customer wins in the connected home markets as anticipated by management; our ability to continue optimizing our manufacturing footprint and realize the lower concentration risks as expected by management; our ability to maintain our market share in the traditional subscription broadcast market; our ability to manage through the worldwide inflationary pressures and macroeconomic conditions, including the continued strength of the U.S. Dollar as compared to the functional currencies in countries where we conduct our operations; our ability to continue to manage our business, inventories and cash flows to achieve our net sales, margins and earnings through financial discipline, operational efficiency, product line management, liquidity requirements, capital expenditures and other investment spending expectations; our continued ability to successfully enforce our patented technology, including with respect to our litigation against Roku; our continued ability to strategically enhance, expand, and monetize our intellectual property portfolios; the continued fluctuation in our market capitalization and the effects our currently announced stock repurchase program may have; the use of artificial intelligence applications which could result in cybersecurity incidents that implicate the personal data of end users or other unintended ethical, reputational, competitive harm or legal liability; our ability to mitigate the effects that tariffs could have on our profitability through price increases and other efforts; the direct and indirect impact we may experience with respect to our business and financial results and management’s ability to anticipate and mitigate the impact stemming from the continued economic uncertainty affecting consumers’ confidence and spending, natural disasters or other events beyond our control, public health crises (including an outbreak of infectious disease), governmental actions, including the changes in or enhanced use of laws, regulations and policies may have on our business including the impact of decreased governmental incentive programs worldwide or of enhanced or expanded trade regulations, including the expanded use of domestic and retaliatory tariffs, the effects of political unrest, war, terrorist activities, or other hostilities; the effects and uncertainties and other factors more fully described in our reports filed with the Securities and Exchange Commission. Since it is not possible to predict or identify all of the risks, uncertainties and other factors that may affect future results, the above list should not be considered a complete list. Further, any of these factors could cause actual results to differ materially from the expectations we express or imply in this press release. We make these forward-looking statements as of the date hereof, and we undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

Use of Non-GAAP Financial Metrics and Additional Financial Information

In addition to reporting financial results in accordance with generally accepted accounting principles, or GAAP, UEI provides Adjusted Non-GAAP information as additional information for its operating results. References to Adjusted Non-GAAP information are to non-GAAP financial measures. These measures are not required by, in accordance with, or an alternative for, GAAP and may be different from non-GAAP financial measures used by other companies. UEI’s management uses these measures for reviewing the financial results of UEI for budget planning purposes and for making operational and financial decisions. Management believes that providing these non-GAAP financial measures to investors, as a supplement to GAAP financial measures, help investors evaluate UEI’s core operating and financial performance and business trends consistent with how management evaluates such performance and

trends. Additionally, management believes these measures facilitate comparisons with the core operating and financial results and business trends of competitors and other companies.

Adjusted Non-GAAP gross profit is defined as gross profit excluding stock-based compensation expense. Adjusted Non-GAAP operating expenses are defined as operating expenses excluding stock-based compensation expense, amortization of acquired intangibles assets, severance, factory restructuring costs and costs associated with certain litigation efforts. Adjusted Non-GAAP net income (loss) is defined as net loss excluding the aforementioned items, foreign currency gains and losses, as well as the related tax effects of all adjustments. Adjusted Non-GAAP income (loss) per diluted share is calculated using Adjusted Non-GAAP net income (loss). A reconciliation of these financial measures to the most directly comparable GAAP financial measures is included at the end of this press release.

About Universal Electronics

Universal Electronics Inc. (Nasdaq: UEIC) is the global leader in wireless universal control solutions for the home. The company brings to life millions of innovative control products each year that focus on a user-centric approach to building control products and applications that simplify user interaction with highly complex technologies in the home, removing interoperability challenges as a roadblock for user adoption, with privacy first and a secure by design approach to today's smart devices. Our solutions are trusted by the world's leading brands in home entertainment and the connected home markets, including Fortune 500 customers Daikin, Carrier, Comcast, Vivint Smart Home, Samsung, Sony, Hunter Douglas and Somfy. The company's pioneering breakthrough innovations include its award-winning voice control entertainment remote controls and QuickSet Cloud, the world's leading platform for automated device and service discovery, set-up and control, and user experience personalization for the home. For more information, visit www.uei.com.

Contacts

UEI: Bryan Hackworth, CFO, UEI, investors@uei.com 480-530-3000

Investors: Kirsten Chapman, Alliance Advisors, ueiinvestor@allianceadvisors.com, 415-433-3777

– Tables Follow –

UNIVERSAL ELECTRONICS INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except share-related data)

(Unaudited)

June 30, 2025 December 31, 2024
ASSETS
Current assets:
Cash and cash equivalents $ 34,261 $ 26,783
Accounts receivable, net 97,440 114,182
Contract assets 7,614 10,346
Inventories 80,171 79,355
Prepaid expenses and other current assets 6,165 9,478
Income tax receivable 1,481 2,350
Total current assets 227,132 242,494
Property, plant and equipment, net 31,771 34,207
Intangible assets, net 22,998 24,038
Operating lease right-of-use assets 13,292 14,322
Deferred income taxes 6,107 6,425
Other assets 2,839 1,868
Total assets $ 304,139 $ 323,354
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable $ 65,735 $ 72,031
Lines of credit 30,155 36,960
Accrued compensation 17,766 20,927
Accrued sales discounts, rebates and royalties 5,307 5,204
Accrued income taxes 2,628 2,161
Other accrued liabilities 18,480 21,008
Total current liabilities 140,071 158,291
Long-term liabilities:
Operating lease obligations 8,452 9,232
Deferred income taxes 2,060 1,931
Income tax payable 72 72
Other long-term liabilities 725 723
Total liabilities 151,380 170,249
Commitments and contingencies
Stockholders’ equity:
Preferred stock, $0.01 par value, 5,000,000 shares authorized; none issued or outstanding
Common stock, $0.01 par value, 50,000,000 shares authorized; 26,085,690 and 25,712,940 shares issued on June 30, 2025 and December 31, 2024, respectively 261 257
Paid-in capital 348,458 344,697
Treasury stock, at cost, 12,767,292 and 12,666,443 shares on June 30, 2025 and December 31, 2024, respectively (372,678) (371,930)
Accumulated other comprehensive income (loss) (22,527) (28,350)
Retained earnings 199,245 208,431
Total stockholders’ equity 152,759 153,105
Total liabilities and stockholders’ equity $ 304,139 $ 323,354

UNIVERSAL ELECTRONICS INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)

(Unaudited)

Three Months Ended June 30, Six Months Ended June 30,
2025 2024 2025 2024
Net sales $ 97,665 $ 90,452 $ 189,991 $ 182,352
Cost of sales 68,469 64,500 134,712 130,412
Gross profit 29,196 25,952 55,279 51,940
Research and development expenses 6,959 7,520 14,190 15,341
Selling, general and administrative expenses 21,229 21,330 43,835 45,341
Factory restructuring charges 1,555 2,619
Operating income (loss) 1,008 (4,453) (2,746) (11,361)
Interest income (expense), net (358) (843) (711) (1,765)
Other income (expense), net (1,751) (89) (1,699) (169)
Income (loss) before provision for income taxes (1,101) (5,385) (5,156) (13,295)
Provision for income taxes 1,811 2,808 4,030 3,547
Net income (loss) $ (2,912) $ (8,193) $ (9,186) $ (16,842)
Earnings (loss) per share:
Basic $ (0.22) $ (0.63) $ (0.70) $ (1.30)
Diluted $ (0.22) $ (0.63) $ (0.70) $ (1.30)
Shares used in computing earnings (loss) per share:
Basic 13,200 12,917 13,141 12,909
Diluted 13,200 12,917 13,141 12,909

UNIVERSAL ELECTRONICS INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

Six Months Ended June 30,
2025 2024
Cash flows from operating activities:
Net income (loss) $ (9,186) $ (16,842)
Adjustments to reconcile net income (loss) to net cash provided by (used for) operating activities:
Depreciation and amortization 7,622 9,143
Provision for credit losses 19
Deferred income taxes 641 112
Shares issued for employee benefit plan 331 663
Employee and director stock-based compensation 3,433 3,364
Impairment of long-lived assets 110 148
Changes in operating assets and liabilities:
Accounts receivable and contract assets 23,348 13,095
Inventories 1,715 (914)
Prepaid expenses and other assets 3,728 (1,621)
Accounts payable and accrued liabilities (15,395) (5,478)
Accrued income taxes 1,339 1,005
Net cash provided by (used for) operating activities 17,705 2,675
Cash flows from investing activities:
Purchase of Blue Chip Swap securities (2,544)
Sale of Blue Chip Swap securities 2,314
Acquisitions of property, plant and equipment (2,261) (2,696)
Acquisitions of intangible assets (1,498) (2,308)
Net cash provided by (used for) investing activities (3,989) (5,004)
Cash flows from financing activities:
Borrowings under lines of credit 41,000 35,000
Repayments on lines of credit (48,000) (49,000)
Treasury stock purchased (748) (1,841)
Net cash provided by (used for) financing activities (7,748) (15,841)
Effect of foreign currency exchange rates on cash and cash equivalents 1,510 (1,453)
Net increase (decrease) in cash and cash equivalents 7,478 (19,623)
Cash and cash equivalents at beginning of period 26,783 42,751
Cash and cash equivalents at end of period $ 34,261 $ 23,128
Supplemental cash flow information:
Income taxes paid $ 2,096 $ 2,175
Interest paid $ 1,238 $ 2,545

UNIVERSAL ELECTRONICS INC.

NET SALES BY CHANNEL

(In thousands)

(Unaudited)

Three Months Ended June 30, Six Months Ended June 30,
(In thousands) 2025 2024 2025 2024
Connected home (1) $ 34,099 $ 23,291 $ 65,828 $ 47,462
Home entertainment (2) 63,566 67,161 124,163 134,890
Net sales $ 97,665 $ 90,452 $ 189,991 $ 182,352

(1)The connected home channel represents climate control, smart home and security product sales sold primarily to HVAC, security, home automation and home appliance customers.

(2)The home entertainment channel represents entertainment-related product sales sold primarily to video service providers, consumer electronics original equipment manufacturers ("OEMs") and retailers. It also includes sales associated with intellectual property licensing and our cloud-based software solution.

UNIVERSAL ELECTRONICS INC.

RECONCILIATION OF ADJUSTED NON-GAAP FINANCIAL RESULTS

(In thousands, except per share amounts)

(Unaudited)

Three Months Ended June 30, Six Months Ended June 30,
2025 2024 2025 2024
Cost of sales:
Cost of sales - GAAP $ 68,469 $ 64,500 $ 134,712 $ 130,412
Stock-based compensation expense (12) (20) (28) (47)
Adjusted Non-GAAP cost of sales 68,457 64,480 134,684 130,365
Adjusted Non-GAAP gross profit $ 29,208 $ 25,972 $ 55,307 $ 51,987
Gross margin:
Gross margin - GAAP 29.9 % 28.7 % 29.1 % 28.5 %
Stock-based compensation expense 0.0 % 0.0 % 0.0 % 0.0 %
Adjusted Non-GAAP gross margin 29.9 % 28.7 % 29.1 % 28.5 %
Operating expenses:
Operating expenses - GAAP $ 28,188 $ 30,405 $ 58,025 $ 63,301
Stock-based compensation expense (1,637) (1,441) (3,405) (3,318)
Amortization of acquired intangible assets (207) (219) (426) (467)
Severance (1) (275)
Factory restructuring charges (2) (1,555) (2,618)
Litigation costs (3) (71) (357)
Adjusted Non-GAAP operating expenses $ 26,344 $ 27,119 $ 53,919 $ 56,541
Operating income (loss):
Operating income (loss) - GAAP $ 1,008 $ (4,453) $ (2,746) $ (11,361)
Stock-based compensation expense 1,649 1,461 3,433 3,365
Amortization of acquired intangible assets 207 219 426 467
Severance (1) 275
Factory restructuring costs (2) 1,555 2,618
Litigation costs (3) 71 357
Adjusted Non-GAAP operating income (loss) $ 2,864 $ (1,147) $ 1,388 $ (4,554)
Adjusted pro forma operating income (loss) as a percentage of net sales 2.9 % (1.3) % 0.7 % (2.5) %

UNIVERSAL ELECTRONICS INC.

RECONCILIATION OF ADJUSTED NON-GAAP FINANCIAL RESULTS

(In thousands, except per share amounts)

(Unaudited)

Three Months Ended June 30, Six Months Ended June 30,
2025 2024 2025 2024
Net income (loss):
Net income (loss) - GAAP $ (2,912) $ (8,193) $ (9,186) $ (16,842)
Stock-based compensation expense 1,649 1,461 3,433 3,365
Amortization of acquired intangible assets 207 219 426 467
Severance (1) 275
Factory restructuring costs (2) 1,555 2,618
Litigation costs (3) 71 357
Foreign currency (gain)/loss 1,738 354 1,542 458
Income tax provision on adjustments 1,714 3,341 4,357 4,967
Adjusted Non-GAAP net income (loss) $ 2,396 $ (1,192) $ 847 $ (4,610)
Diluted shares used in computing earnings (loss) per share:
GAAP 13,200 12,917 13,141 12,909
Adjusted Non-GAAP 13,589 12,917 13,448 12,909
Diluted earnings (loss) per share:
Diluted earnings (loss) per share - GAAP $ (0.22) $ (0.63) $ (0.70) $ (1.30)
Total adjustments $ 0.39 $ 0.54 $ 0.75 $ 0.95
Adjusted Non-GAAP diluted earnings (loss) per share $ 0.18 $ (0.09) $ 0.06 $ (0.36)

(1)     Includes severance per the Transition Agreement and Release of Claims dated March 19, 2025 between Paul D. Arling and the company.

(2)    Includes severance and other exit costs associated with the closure of our southwestern China factory and the streamlining of our Mexico factory.

(3)    Includes expenses related to our various litigation matters involving Roku, Inc. and certain other related entities including three Federal District Court cases, two International Trade Commission investigations and the defense of various inter partes reviews and appeals before the US Patent and Trademark Board.

UNIVERSAL ELECTRONICS INC.

RECONCILIATION OF ADJUSTED NON-GAAP FINANCIAL OUTLOOK AND FINANCIAL RESULTS

(In thousands, except per share amounts)

(Unaudited)

Three Months Ended September 30,
2025 2024
Low Range High Range Actual
Net sales:
Connected home $ 30,000 $ 34,000 $ 26,368
Home entertainment 62,000 68,000 75,705
Net sales - GAAP $ 92,000 $ 102,000 $ 102,073
Diluted earnings (loss) per share:
Diluted earnings (loss) per share - GAAP $ (0.39) $ (0.29) $ (0.20)
Total adjustments (1) $ 0.47 $ 0.47 $ 0.31
Adjusted Non-GAAP diluted earnings (loss) per share $ 0.08 $ 0.18 $ 0.10

(1)Includes adjustments for stock-based compensation expense, amortization of acquired intangibles assets, foreign currency gains and losses and the related tax impact of these adjustments. The three months ended September 30, 2025 also includes factory restructuring costs and impairment. The three months ended September 30, 2024 also includes adjustments for costs associated with certain litigation efforts and factory restructuring costs.

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