Universal Electronics Inc (UEIC) 2010 Q3 法說會逐字稿

Good afternoon. My name is Courtney and I will be your conference operator today. At this time, I would like to welcome everyone to the Universal Electronics third quarter 2010 results conference call. (Operator Instructions).

Thank you. Ms. Becky Herrick, you may begin your conference.

Thank you, operator and good afternoon, everyone. Thank you for joining us for the Universal Electronics 2010 third quarter conference call. By now, you should have received a copy of the press release. If you have not, please contact Lippert/Heilshorn & Associates at (415) 433-3777, and we will forward a copy to you immediately.

This call is being broadcast live over the internet. A webcast replay will be available at www.uei.com for one year. In addition, a telephone replay of this call will be made available for 48 hours, beginning approximately two hours after the conclusion of this call. To listen to the replay in the US, please dial 1-800-642-1687, and internationally (706) 645-9291. Enter access code 18361101.

Also, any additional updated material non-public information that might be discussed during this call will be provided on the Company's website shortly after the call, where it will be retained for at least one year. You may also access that information by listening to the webcast replay.

After reading a short Safe Harbor statement, I will turn the call over to Management.

During the course of this conference call, Management may make projections or other forward-looking statements regarding future events and the future financial performance of the Company, including the benefits the Company anticipates as a result of its continued development of new and innovative products and technologies that are accepted by and meet the needs of our customers and consumers; the Company's ability to successfully anticipate the needs and demands of the consumer with respect to new and more advanced products and technologies; the continued strong relationships with the Company's existing customers; the failure of our markets or customers to continue growing and expanding in the manner we anticipated; the Company's ability to attract and obtain new customers, particularly in Asia and in Central and South America; the failure to successfully integrate the operations of the recently acquired C.G. companies into our operations, the failure of the C.G. companies to perform in accordance with our expectations; the strength of the Company's financial position; and the effects the Company may experience due to the current global economic environment.

Management wishes to caution you that these statements are just projections, and actual results or events may differ materially. For further detail on risk, Management refers you to the press release mentioned at the onset of this call and the documents the Company files from time to time with the SEC, including the annual report on Form 10-K for the year ended December 31, 2009 and the periodic reports the Company has filed since that time. These documents contain and identify various factors that could cause actual results to differ materially from those contained in Management's projection or forward-looking statements.

On the call today are Chief Executive Officer and Chairman, Paul Arling, who will deliver an overview; and Chief Financial Officer, Bryan Hackworth, who will summarize the financials. And then Paul will return to provide closing remarks.

It's now my pleasure to turn the call over to Paul Arling. Please go ahead, Paul.

Thank you, Becky and welcome everyone. With third quarter 2010 revenue of $79 million and EPS of $0.34, our third quarter came in generally as we expected it to. Despite a continuing difficult economic environment over the past two years, our year-to-date performance has been quite good with earnings growth of 28%. Our strategy of building great technologies and products for the home entertainment markets and partnering with industry leaders to deploy these technologies and products has led us to great success over the years in both good and difficult times. Our focus on building and keeping strong relationships with customers has helped us to expand our industry reach and more recently, expand our global footprint into the higher growth regions of the world.

Today, we are taking a major step forward to enhance our position as the leader in wireless control technology while significantly expanding both our geographic reach and market share.

Today, we are very excited to announce our acquisition of Hong Kong-based Enson Assets Limited and its subsidiaries, including China-based C.G. Development and C.G. Technologies, for a net purchase value of $110 million. The C.G. companies are leading remote control companies that develop, manufacture and sell remote control units to many industry leaders including such names as Sony, Panasonic and Toshiba.

The strategic benefits of the transaction are many. UEI and C.G. together account for approximately 30% of all remotes sold on Planet Earth annually. Market leadership in both share and technology provides many benefits including increased purchasing leverage, market diversity and a broad product portfolio that can service a customer's complete set of needs. This scale also increases our ability to invest in industry-leading technologies. C.G. greatly enhances our position in the strategically important global TV market, particularly outside the United States. Combined with C.G., UEI becomes the world's leading supplier of remote controls to the global TV marketplace. C.G.'s geographic location, product portfolio and distribution strength in Asia, when combined with UEI's design expertise and subscription broadcasting relationships, provides a great foundation for the growing Asian subscription broadcasting market.

We know C.G. well and through our diligence review and negotiations for our acquisition, we have gotten to know the company even better. We have a six-year working relationship that has given us great knowledge and experience with management, much greater than in the typical acquisition. C.G. has provided approximately one-third of our remote controls in recent years and that figure will likely increase. C.G. has proven itself to be consistently our top supplier in terms of speed, flexibility, quality and delivery over the time we have worked with them.

Recent trends in consumer electronics and particularly in television have stressed to us the importance of having a strong global position in this marketplace. The TV market is showing continued strong growth globally but weakness in regions such as the North American and Western European markets. For 2010, global growth for TVs is projected to be approximately 20%, with growth in the US at 1% and Western Europe at 9%, and contrast that to the projected 2010 growth in China at 34% and in Latin America at 55%. These growth rates show the importance of a presence in these regions of the world. C.G. has market presence in these regions through the relationships it has built with leading brands over the years. C.G. has developed good long-term relations with its customer base and has won new customers, and projects within these customers, through dedicated and continued execution of a plan to be the best in the world at what it does.

In fact, this approach is strikingly similar to what UEI has done throughout our existence and is why we are excited about the prospects of the combined companies. We believe that as the strategic fit is great, this is an excellent use of our investment capital in its own right. In addition, the return on capital profile of the deal is strong and we expect the acquisition to be immediately accretive in the current quarter and strongly accretive next year. Bryan will review the financial terms and anticipated impact of the acquisition later in the call.

On another front, at the heart of what we do at UEI is to create easy-to-use innovative solutions to everyday challenges faced by consumers in their home entertainment environment. We recently demonstrated many of our advanced technologies in our international technology innovation showcase when we participated in three international exhibitions, IBC2010 held in September in Amsterdam; CEATEC Japan 2010, held in early October in Tokyo; and SCTE Cable-Tec Expo, which took place in New Orleans in late October. These showcases included an array of innovations consumers can choose to incorporate into their control devices such as advanced navigation using relative and absolute touch interfaces, integrated QWERTY keyboards for text entry and unique on-screen remote programming capabilities. We offer our customers the ability to integrate fast foolproof device programming into their offerings so viewers can easily use one device to control all of their home media components.

UEI QuickSet is a great example of this as it offers both consumers and our customers an on-screen remote programming function that enables an affordable, intuitive, step-by-step interface that simplifies the programming of the remote control.

Ultimately our goal is to design remote controls that require no user configuration at all. These innovations are not as far off as you might think as we are already working on this goal with embedded technologies that exist today. Stay tuned as future demonstrations will show a steady progress toward this objective.

These innovations leverage our deep knowledge of infrared and radio frequency protocols and our global database of codes. Leveraging our experience and expertise in all things wireless for home entertainment enables us to develop a broad array of control devices and technologies that address the many needs of the evolving home entertainment environment. It is with these core competencies, when coupled with the strengths of the newly acquired C.G. companies, that we will continue to leverage to build and introduce new technologies and products.

With that, I will turn the call over to Bryan Hackworth, our CFO, to lead us through the financial discussion. Bryan?

Thanks. Paul previously mentioned the strategic reasons for the purchase of C.G. I would now like to take a minute to explain the financial rationale and impact to our company.

First, we expect C.G. to add at least $140 million in annual revenue to our business in 2011 primarily in the OEM channel and at least $20 million in additional operating income. We do expect the acquisition to decrease our consolidated gross margin percentage by approximately 2 percentage points. However, we expect our consolidated operating margin percentage to increase by 2 percentage points. Overall, we expect at least $1 in EPS accretion in 2011. We will, as is our custom, provide greater detail to our 2011 forecast in February when we disclose our fourth quarter results.

Regarding the terms of the acquisition, the transaction is valued at approximately $110 million. Per the terms of the agreement, we delivered 1.46 million shares of our common stock and will pay $95 million in cash. We received net assets of $68.5 million, including an estimated $15 million in cash at closing. Following the completion of this transaction, we expect to have a cash balance of approximately $35 million and a debt balance of approximately $35 million. The financing used for this transaction will carry a variable interest rate which is currently at approximately 1.8%.

Now, turning to our third quarter results. Net sales for the third quarter of 2010 were $79.0 million compared to $83.2 million in the third quarter of 2009. Business Category revenue was $66.2 million compared to the third quarter of 2009 revenue of $67 million.

Our Consumer Category revenue was $12.8 million compared to the third quarter of 2009 revenue of $16.2 million, reflecting lower North American retail sales. Gross profit for the third quarter was $25.7 million or 32.6% of sales compared to $26.1 million or 31.3% in the third quarter of 2009.

Total operating expenses were $19.2 million compared to $19.4 million in the third quarter of 2009. Breaking down our operating expenses, R&D expense was $2.7 million compared to $2.3 million reported in the third quarter of 2009, reflecting our continuing investment in innovation and future products. And SG&A expenses were $16.5 million compared to $17.2 million in the third quarter of 2009.

Operating income was $6.6 million in the third quarter of 2010 consistent with the $6.6 million reported in the third quarter of 2009. The effective tax rate was 28.8% in the third quarter of 2010 compared to 37.7% in the third quarter of 2009 due primarily to the statute of limitations expiring on certain tax positions recorded in the United States.

Net income for the third quarter of 2010 was $4.7 million or $0.34 per diluted share compared to $4.2 million or $0.30 per diluted share in the prior year's quarter.

For the nine-month period ended September 30, 2010, net sales were $229.3 million with the gross margin of 32.8%, compared to $232.6 million and a gross margin of 31.4% in the same period a year ago. Total operating expenses were stable at $58.6 million compared to $59.1 million in 2009.

Net income for the nine-month period was $11.3 million or $0.81 per diluted share compared to $8.8 million or $0.63 per diluted share in the prior year period.

Now turning to our cash flow and balance sheet review.

During the three-month period ended September 30, 2010, we had a cash outflow from operations of $3.1 million due primarily to paying vendors earlier than we historically have as a result of us going live with our new ERP system on October 1, 2010. We will resume our typical payable cycle in the fourth quarter of 2010.

During the three months ended September 30, 2010, we repurchased approximately 138,000 shares for $2.5 million. We ended the quarter with cash and cash equivalents and a term deposit of $73 million compared to $78.8 million at June 30, 2010.

DSOs were 66 days at September 30, 2010, compared to 61 days at September 30, 2009. Net inventory turns were 4.8 turns at September 30, 2010, compared to 5.2 turns at September 30, 2009.

And now for our guidance. The fourth quarter of 2010, including the C.G. acquisition and the forecast and historical results, we expect revenue between $102 million and $108 million. This compares to last year's revenue of $84.9 million from UEI and approximately $13.9 million from C.G. net of sales to UEI during the comparable period. The comparable period for C.G. is defined as sales from November 4 to December 31. We anticipate gross margins for the fourth quarter of 2010 will be approximately 31% of sales, plus or minus one point, compared to 33.7% of sales in the fourth quarter of 2009.

We expect operating expenses for the fourth quarter of 2010 to range from $23.6 million to $24.4 million including approximately $1 million expenses related to the acquisition compared to operating expenses of $20.5 million in the fourth quarter of 2009. GAAP EPS is expected to range from $0.43 to $0.49 per diluted share compared to $0.42 in the fourth quarter of 2009.

For the full-year 2010 including the C.G. acquisition, we expect revenue between $331.3 million and $337.3 million compared to last year's revenue of $317.6 million from UEI and $13.9 million generated by C.G. net of sales to UEI in the aforementioned comparable period. GAAP EPS is expected to range from $1.24 to $1.30 per diluted share compared to EPS of $1.05 in 2009.

I'd now like to turn the call back to Paul.

Thank you, Bryan. After another solid quarter, we are encouraged by the opportunities that lie ahead. We are very excited about our acquisition of C.G., which demonstrates our focus on investing in promising market opportunities. We are extremely excited about our future. While there is much work left to do and a seemingly difficult environment in which to do it, we are up for the challenge. There are significant market opportunities available to us. Today, we are better positioned than we have ever been to capitalize on them.

We will meet the demand for home entertainment solutions and technologies through innovation, providing the intelligent, simple and affordable solutions that meet our customers and consumers future needs. Stay tuned.

I'll now turn the call over to the operator for Q&A.

(Operator Instructions). Your first question comes from the line of Ian Corydon with B. Riley.

Thank you. A couple of questions on the acquisition. The guidance that you've given for Enson for 2011 revenues, what kind of growth rate does that assume over 2010?

We are actually breaking out the growth rate for Q4. As you know, we typically go ahead and we give guidance in total. But for 2011 what we felt was this acquisition is so large, we wanted to give an outlook into 2011. So what we did was we decided to provide -- I wouldn't call it guidance -- but an outlook, where we are looking at a minimum of $140 million sales and a minimum of $20 million in op income as well as $1.00 in accretion.

Yes, I am just wondering if you can give the Enson number for 2010, so that's going to $140 million in 2011 from what in 2010?

No, we are not going to break that out just yet. We'll have to do some public filings later on that -- it may come in future public filings.

I got it. And you said most of their business is to OEMs; what percentage is other and of that other is there any direct-to-consumer or is that MSO business?

Yes, there is very small, most of the business is OEM. They do some home appliance remote controls, again done in other regions. Things like air conditioners, which are popular to be remotely controlled in other regions of the world. But by and large, their business is consumer electronics and OEMs.

And it sounds like they manufacture remotes, so is this kind of in part of vertical integration opportunity that allows you to get more profit out of your full remote sales?

Well, yes. They certainly do manufacture. They have two plants in China, and again they have been a supplier to us for the last six years. So, we know what they are capable of. We worked with them -- alongside them on many projects. As I said earlier, we consistently rate our suppliers quarter-by-quarter. They are always at the top. So they have done a fantastic job in terms of speed, flexibility, cost, quality and delivery and so we feel very good about what we know about them and think through the combined companies with our technology, our distribution strength and frankly, their ability to operate and their distribution strength that we're creating a much greater company today.

Got it. And last question is on seasonality, if you can give us a sense for how that, how seasonal that business is?

Yes, it's not too seasonal. I mean they are subject to any -- a small amount of seasonality, but I wouldn't say it's similar to us where you have a retail presence and in Q4, you see a definite spike in the Consumer Category. It's not, I wouldn't call, it's not ratable throughout the year, but it's not a significant amount of a seasonality either.

Your next question comes from the line of Jason Ursaner with CJS Securities.

Good afternoon Paul, Bryan.

Hi Jason.

If you are saying it doesn't have a lot of seasonality in the comparables, for the last two months of last year it was $14 million. I mean there is no seasonality for when they sell to the OEMs in terms of maybe they are already prepared for the holiday season?

Yes, there is a little bit of seasonality. So when you get into Q2 and Q3, you can see typically a bit of bump as you just mentioned but it's not -- I wouldn't call significant. But there is a bit of seasonality because you are going to get -- they need to lead into -- for the Christmas season -- they need to lead ahead of the retailers.

But I mean if I just take that $14 million for essentially two full months and annualize it, that's about an $85 million run rate. I mean, either the run rate currently is much higher or the growth to get to $140 million is going to be pretty phenomenal.

No, you are assuming that the -- you are making an assumption that last two months of sales are equivalent to what they will be for throughout the whole year. So I can't give you too much detail on that other than the $140 million that we are projecting for 2011 is, we feel, the minimum.

Okay, and in terms of manufacturing, this obviously has been a strategic part of your business to be an outsourcer as opposed to a manufacturer and it sounds as if this will grow by more through them. Do you think you really have the scale to compete in the fabrication side and how is this going to affect CapEx over time?

Well, we actually won't be fabricating. We are not -- we won't backward integrate into the silicon, on the silicon side of the business.

Okay.

We will remain a buyer. Our other suppliers will do the design and fabrication of our silicon. This is more a taking it back to rubber and plastic molding and assembly of remote controls.

Okay. And in terms of cross-selling opportunities, obviously this is going to increase your distribution footprint in Asia and Latin America or Asia in particular.

Right.

What type of cross-selling opportunities do you think it gives you? Did you have the right customers before or does this give you kind of a foot in the door with some new customers?

Well, it's a little of both. I mean I would think that the one thing that C.G. probably needed the most was we have a technology development expertise that's, in our business, second to none. And I think this expands their product line upward. In some ways these guys are specialists in mainstream remote or what we can call core remote controls, the three-device, two-device and even dedicated devices that some customers use to fill out their product line. So we have a lot of customers that have a live product line all the way from a dedicated remote for a simpler or smaller television up through a universal for their midline and then for a higher end product, they will ship LCD, color screen, sometimes RF product, which is more our specialty. So I think if you combine the specialties with the two companies and the distribution pattern of both companies, you have what is not only a full line supplier, but we can add value to them, to their offering and their distribution and they can offer some value to ours.

Okay. And if I look at the commentary it says the consolidated gross margin by approximately 2 percentage points should get impacted. If I am doing the math right, this means that they are somewhere in the 26% gross margin range. Is there any timetable that you can give to when they could maybe get up to the corporate average or is there some structural impediment to their products, you mentioned in doing some simple devices and air conditioners, where they really wouldn't be a comparable gross margin?

Yes, I mean I can't tell you that your calculation on that is correct, Jason. All I will say at this point again, Bryan was providing, I won't even call it guidance. We felt that because we were making this investment, we wanted to give an outlook for next year above what we are buying. So the $140 million is a preliminary number that we will refine and give a little bit more detail on as time goes on. Our custom is typically to provide guidance for 2011 in February, but on this transaction, we felt with the size of it, we wanted to provide a little bit of outlook on it. So the $140 million is not their total sales, they do sell to us. So obviously we're telling you what is being added to our sales, so essentially that's sales to other customers other than UEI, number one.

In terms of the margins, there is also an elimination because we won't margin things to ourselves.

Right.

But the margin calculation is something that we will probably disclose later and obviously provide guidance on at a later date.

In terms of the debt you took on, did you have to redo the bank facility with US Bank?

We did. What they did was increased our line of credit from $15 million to $20 million and then they gave the term loan as well. We expect to be able to pay that down pretty quickly.

Okay. And then just real quick, looking at the Consumer Category, you mentioned typically a Q4 spike as part of your seasonality. What was kind of the driver of this quarter, the performance being down and should we think any indication in terms of some of the new products such asQuickSet remote they'll launch?

Yes, I will answer the first part. Versus last year in Q3 of 2009, we had a new product launch that -- I think we had a channel sale. So we actually expected a decrease versus the prior year.

Okay, great. I will jump back in the queue. Thanks, guys.

(Operator Instructions). Your next question comes from the line of Jonathan Goldberg with Deutsche Bank.

Hi guys, thanks for talking my question. I was wondering first on the acquisition. If you could just tell us a little bit about the management team, are they coming over, what's the background of this company in general?

Well, the management team is coming over. They have key players that have been there for, in some cases, more than a decade that have worked with the company. So they are deeply experienced within the company. Again, we have known it for six years and the management team is coming on board at UEI.

And what's the background of the company? Where are they based?

Well, they are based in Hong Kong, but they have two plants in China.

Okay. If we could maybe, moving away from the acquisition, could you just give us an update on the core business, how is the business segment doing? What are your customers saying? It seems like some of the cable ads have been weak this quarter. What are you seeing out there, how does the industry look?

Yes, I mean look I think that the cable, satellite and subscription broadcasting side of things has gone pretty much as we expected. There was no surprise there. The growth rate is lower right now. I think the bigger issue is on the consumer electronics side. As I mentioned, some of the data on the call from outside sources are saying that the TV market is still up globally, but the variance in growth rate is much greater than it used to be in the more developed countries like the US, North America and Western Europe have fallen to be more laggard markets. The US growth is projected to be flat by some market experts, up 1% by others, but certainly nobody is looking at robust growth here in North America and Western Europe is only slightly higher.

Whereas what you see in India, China, Latin America, the growth rates there are, in some cases, staggering. So it's important to be positioned well to access that growth. Now that doesn't mean that TV growth in the US won't occur again. I think we are in the midst of a difficult time over the last two years and I would never declare that TVs won't grow again here but I think right now, the consumer electronics market here is weak and UEI has historically been very well positioned in North America and Europe and less well positioned in some of these other parts of the world. We are building on that. We have made some internal investments. e formed a company in Latin America to access that growth. We have done an acquisition now with the one we announced today with C.G. that obviously has a fantastic position outside the US and we think we can access the growth on a wider basis with a broader product portfolio and more market diversity than we had yesterday. So, I think the market generally is varied, to answer your question. Here it's tough; elsewhere it's actually going pretty well.

Okay. Thank you.

Your next question comes from the line of Corey Barrett with Pacific Crest Securities.

Corey Barrett in for Andy Hargreaves. I just had a couple of questions. First, what's the competitive advantage? You were discussing plastic and rubber level. I was hoping you could provide some more granularity there?

Yeah. Well, we typically provide designs and we have not provided any assembly service. So, if you look at our industry from raw materials forward, the things that we don't do at this point are, as I mentioned earlier, we don't fab. We don't do chip design. We have partners of ours do that. And at this point, we go back to raw material with our acquisition of C.G. so we participate at every level of the industry at this point.

Great. And then can you comment on what you are seeing in terms of these options of two-way remotes and then just comment on your strategy in addressing convergence and internet connectivity?

Yeah those are really two separate things. I mean, I think the two-way is just about providing a better user experience because I think in many cases, the ease of set up is important to our customers and it's also important to the consumer. So, they share that need for an easier-to-set up remote and that's the first application we have done on two-way, which is to make the set up done through a wizard which is much easier than pushing in codes. Now, we are looking at next generation versions of that which, as I said earlier, we will be showing these types of things at future trade shows but we want to make it even simpler. The ultimate goal here for our engineering group here in Cypress is to create, and across the globe, is to make remotes that configure themselves.

Now, we are not quite there yet, but we are working on some things that can take a lot of steps out of it using some of the technologies that are embedded in devices today. And again, at future trade shows we will be showing some of that stuff. We think that it is the future of how these remotes will operate and also applications on other devices. Some of the touch screen devices that have been put out, either phones or tablets or other type devices, so these are the types of developments we are doing here in Cypress. We've already had some implementations of these by major customers and we expect to iterate those products going forward to make them even more compelling.

Are you seeing interest accelerate for those kinds of products?

Yes. I think there is a great deal of interest in making a better user experience across pretty much all of our customers.

Okay, great. And can you speak to sort of how you are addressing connectivity strategically?

Well, yes. I mean, again, we have done a lot of technology development of products that provide navigation control, QWERTY input and two-way in a variety of forms. We used two-way infrared, which has the benefit of being very inexpensive, but we have also done quite a few products that are two-way RFs using technologies like WiFi, or Z-Wave or Zigbee or what's now known as RF or CE. So we've done a lot of product platforms. We have even shipped products with many of these technologies embedded.

We think that's coming. It's probably little slower than everybody might expect but it is happening and customers continue to be interested in this type of technology.

Okay. Thank you very much.

Yes.

(Operator Instructions). There are no further audio questions at this time. I would now like to turn the call back over to Mr. Paul Arling.

Okay. Thanks for joining us today, everybody. We are very excited about the things we have done. We will let you know we are going to be at the -- we are going to have a very strong presence at the CES Show, or the International Consumer Electronics Show, held January 6th through the thin Las Vegas. If you are going to be in attendance, let us know that you are coming and stop by our booth and see some of the exciting new technologies that we are working on. Thanks for being on the call and goodbye.

This concludes today's conference call. You may now disconnect.