|
Quotes & Info
|
| UEIC > SEC Filings for UEIC > Form 10-K on 13-Mar-2009 | All Recent SEC Filings |
13-Mar-2009
Annual Report
regularly updated with new IR codes used in newly introduced video and audio
devices. All such IR codes are captured from the original manufacturer's remote
control devices or manufacturer's specifications to ensure the accuracy and
integrity of the database. We have also developed patented technologies that
provide the capability to easily upgrade the memory of the wireless control
device by adding IR codes from the library that were not originally included.
Since the third quarter of 2006, we have been operating as one business segment.
We have twelve subsidiaries located in Argentina, Cayman Islands, France,
Germany, Hong Kong, India, Italy, the Netherlands, Singapore, Spain and the
United Kingdom.
To recap our results for 2008:
• Our revenue grew 5.3% from $272.7 million in 2007 to $287.1 million in 2008.
• Our sales growth in 2008 was the result of strong demand from the customers in our business category, due in part to the continuation of the upgrade cycle from analog to digital, consumer demand for advanced-function offerings from subscription broadcasters, increased share with existing customers, and new customer wins.
• Our full year 2008 operating income fell 21.5% to $20.8 million from $26.5 million in 2007. Our operating margin percentage decreased from 9.7% in 2007 to 7.2% in 2008 due primarily to the decrease in our gross margin percentage from 36.4% in 2007 to 33.5% in 2008. The decrease in our gross margin rate was due primarily to sales mix, as a higher percentage of our total sales was comprised of our lower-margin Business category. In addition, sales mix within our sales categories also contributed to the decrease in our gross margin rate as consumers trended towards value-oriented products. The weakening of the British pound also contributed to the decline in our gross margin percentage.
• 2008 capped off a successful three-year period, where sales during this period grew at a compounded rate of approximately 17% and although lower than 2007 earnings per diluted share, 2008 earnings per diluted share represents a compounded growth rate of approximately 16%.
Our strategic business objectives for 2009 include the following:
• increase our share with existing customers;
• acquire new customers in historically strong regions;
• continue our expansion into new regions, Asia in particular;
• continue to develop industry-leading technologies and products; and
• continue to evaluate potential acquisition and joint venture opportunities that may enhance our business.
We intend for the following discussion of our financial condition and results of operations to provide information that will assist in understanding our consolidated financial statements, the changes in certain key items in those financial statements from period to period, and the primary factors that accounted for those changes, as well as how certain accounting principles, policies and estimates affect our consolidated financial statements. Critical Accounting Policies and Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make estimates and judgments that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, we evaluate our estimates and judgments, including those related to revenue recognition, allowance for sales returns and doubtful accounts, warranties, inventory valuation, business combination purchase price allocations, our review for impairment of long-lived assets, intangible assets and goodwill, income taxes and stock-based compensation expense. Actual results
may differ from these judgments and estimates, and they may be adjusted as more
information becomes available. Any adjustment may be significant.
An accounting policy is deemed to be critical if it requires an accounting
estimate to be made based on assumptions about matters that are highly uncertain
at the time the estimate is made, if different estimates reasonably may have
been used, or if changes in the estimate that are reasonably likely to occur may
materially impact the financial statements. Management believes the following
critical accounting policies affect our more significant judgments and estimates
used in the preparation of our consolidated financial statements.
Revenue recognition
We recognize revenue on the sale of products when delivery has occurred, there
is persuasive evidence of an arrangement, the sales price is fixed or
determinable and collectability is reasonably assured.
We record a provision for estimated retail sales returns on retail product sales
in the same period as the related revenues are recorded. These estimates are
based on historical sales returns, analysis of credit memo data and other known
factors. The provision recorded for estimated sales returns and allowances is
deducted from gross sales to arrive at net sales in the period the related
revenue is recorded. The allowance for sales returns balance at December 31,
2008 and 2007 contained reserves for items returned prior to year-end, but that
were not completely processed, and therefore not yet removed from the allowance
for sales returns balance. We estimate that if these returns had been fully
processed the allowance for sales returns balance would have been approximately
$0.8 million on December 31, 2008 and 2007. The value of these returned goods
was included in our inventory balance at December 31, 2008 and 2007.
We accrue for discounts and rebates on product sales in the same period as the
related revenues are recorded based on historical experience. Changes in such
accruals may be required if future rebates and incentives differ from our
estimates. Rebates and incentives are recognized as a reduction of sales if
distributed in cash or customer account credits. Rebates and incentives are
recognized as cost of sales if we provide products or services for payment.
Sales allowances reduce gross accounts receivable to arrive at accounts
receivable, net in the same period the related receivable is recorded. We have
no obligations after delivery of our products other than the associated
warranties. We maintain an allowance for doubtful accounts for estimated losses
resulting from the inability of our customers to make payments for products sold
or services rendered. The allowance for doubtful accounts is based on a variety
of factors, including historical experience, length of time receivables are past
due, current economic trends and changes in customer payment behavior. Also, we
record specific provisions for individual accounts when we become aware of a
customer's inability to meet its financial obligations to us, such as in the
case of bankruptcy filings or deterioration in the customer's operating results
or financial position. We increased our allowance for doubtful accounts by
$0.4 million in 2008 to reflect certain customer accounts where collection is
highly uncertain in the current economic environment. If circumstances related
to a customer change, our estimates of the recoverability of the receivables
would be further adjusted, either upward or downward.
When a sales arrangement contains multiple elements, such as software products,
licenses and/or services, we allocate revenue to each element based on its
relative fair value. The fair values for the multiple elements are determined
based on vendor specific objective evidence ("VSOE"), or the price charged when
the element is sold separately. The residual method is utilized when VSOE exists
for all the undelivered elements, but not for the delivered element. This is
performed by allocating revenue to the undelivered elements (that have VSOE) and
the residual revenue to the delivered elements. When the fair value for an
undelivered element cannot be determined, we defer revenue for the delivered
elements until the undelivered element is delivered. We limit the amount of
revenue recognition for delivered elements to the amount that is not contingent
on the future delivery of products or services or subject to customer-specified
return or refund privileges.
We have not made any material changes in our methodology for recognizing revenue
during the past three fiscal years. We do not believe there is a reasonable
likelihood that there will be a material change in the estimates or assumptions
we use to recognize revenue. However, if actual results are not consistent with
our estimates or assumptions, we may be exposed to losses or gains that may be
material.
Warranty
We warrant our products against defects in materials and workmanship arising
during normal use. We service warranty claims directly through our customer
service department or contracted third-party warranty repair facilities. Our
warranty period ranges up to three years. We estimate and recognize product
warranty costs, which are included in cost of sales, as we sell the related
products. Warranty costs are forecasted based on the best available information,
primarily historical claims experience and the expected cost per claim. The
costs we have incurred to service warranty claims have been minimal. As a result
the balance of our reserve for estimated warranty costs is not significant.
We have not made any material changes in our warranty reserve methodology during
the past three fiscal years. We do not believe there is a reasonable likelihood
that there will be a material change in the estimates or assumptions we use to
calculate the warranty reserve. However, actual claim costs may differ from the
amounts estimated. If a significant product defect were to be discovered on a
high volume product, our financial statements may be materially impacted.
Historically, product defects have been less than 0.5% of the net units sold.
Inventories
Our inventories consist of primarily wireless control devices and the related
component parts, including integrated circuits, and are valued at the lower of
cost or market. Cost is determined using the first-in, first-out method. We
write-down our inventory for the estimated difference between the inventory's
cost and its estimated market value based upon our best estimates about future
demand and market conditions.
We carry inventory in amounts necessary to satisfy our customers' inventory
requirements on a timely basis. We continually monitor our inventory status to
control inventory levels and write-down any excess or obsolete inventories on
hand. Our total excess and obsolete inventory reserve as of December 31, 2008
and 2007 was $1.5 million and $1.8 million, respectively, or 3.5% and 5.0% of
total inventory. The decrease in our excess and obsolete reserve in 2008 was the
result of $2.4 million of additional write-downs, offset by $2.7 million of
scrapping. This compared to additional write-downs of $2.1 million and scrapping
of $2.5 million in 2007.
We have not made any material changes in the accounting methodology used to
establish our excess and obsolete inventory reserve during the past three fiscal
years. We do not believe there is a reasonable likelihood that there will be a
material change in the future estimates or assumptions we used to calculate our
excess and obsolete inventory reserve. If actual market conditions are less
favorable than those projected by management, additional inventory write-downs
may be required which may have a material impact on our financial statements.
Such circumstances may include, but are not limited to, the development of new
competing technology that impedes the marketability of our products or the
occurrence of significant price decreases in our component parts, such as
integrated circuits. Each percentage point change in the ratio of excess and
obsolete inventory reserve to inventory would impact cost of sales by
approximately $0.5 million.
Business Combinations
We are required to allocate the purchase price of acquired companies to the
tangible and intangible assets and the liabilities assumed, as well as
in-process research and development ("IPR&D"), based upon their estimated fair
values. Such valuations require management to make significant fair value
estimates and assumptions, especially with respect to intangible assets.
Management estimates the fair value of certain intangible assets by utilizing
the following (but not limited to):
• future free cash flow from customer contracts, customer lists, distribution
agreements, acquired developed technologies, and patents;
• expected costs to develop IPR&D into commercially viable products and cash flows from the products once they are completed;
• brand awareness and market position, as well as assumptions regarding the period of time the brand will continue to be used in our product portfolio; and
• discount rates utilized in discounted cash flow models.
Our estimates are based upon assumptions believed to be reasonable; however,
unanticipated events or circumstances may occur which may affect the accuracy of
our fair value estimates, including assumptions regarding industry economic
factors and business strategies.
Valuation of Long-Lived Assets and Intangible Assets
We assess long-lived and intangible assets for impairment whenever events or
changes in circumstances indicate that their carrying value may not be
recoverable. Factors considered important which may trigger an impairment review
if significant include the following:
• underperformance relative to historical or projected future operating
results;
• changes in the manner of use of the assets;
• changes in the strategy of our overall business;
• negative industry or economic trends;
• a decline in our stock price for a sustained period; and
• a variance between our market capitalization relative to net book value.
When we determine that the carrying value of a long-lived asset or an intangible
asset may not be recoverable based upon the existence of one or more of the
above indicators of impairment we perform an impairment review. If the carrying
value of the asset is larger than the undiscounted cash flows, the asset is
impaired. We measure an impairment based on the projected discounted cash flow
method using a discount rate determined by our management to be commensurate
with the risk inherent in our current business model. In assessing the
recoverability, we must make assumptions regarding estimated future cash flows
and other factors to determine the fair value of the respective assets.
We have not made any material changes in our impairment loss assessment
methodology during the past three fiscal years. We do not believe there is a
reasonable likelihood that there will be a material change in the estimates or
assumptions we use to calculate the impairment of long-lived assets and
intangible assets. However, if actual results are not consistent with our
estimates and assumptions we may be exposed to material impairment charges.
Capitalized Software Development
At each balance sheet date, we compare the unamortized capitalized costs of a
software product to its net realizable value. The amount by which the
unamortized capitalized costs of a software product exceed the net realizable
value of that asset is written off. The net realizable value is the estimated
future gross revenues attributable to each product reduced by its estimated
future completion costs and disposal. Any remaining amount of capitalized
software development costs that have been written down are considered to be the
cost for subsequent accounting purposes, and the amount of the write-down is not
subsequently restored.
We do not believe there is a reasonable likelihood that there will be a material
change in the future estimates of net realizable value we use to test for
impairment losses on capitalized software development. However, if actual
results are not consistent with our estimates and assumptions we may be exposed
to impairment charges.
Goodwill
We evaluate the carrying value of goodwill as of December 31 of each year and
between annual evaluations if events occur or circumstances change that would
more likely than not reduce the fair value of the reporting unit below its
carrying amount. Such circumstances may include, but are not limited to: (1) a
significant adverse change in legal factors or in business climate, (2)
unanticipated competition or (3) an adverse action or assessment by a regulator.
When performing the impairment review, we determine the carrying amount of each
reporting unit by assigning assets and liabilities, including the existing
goodwill, to those reporting units. A reporting unit is defined as an operating
segment or one level below an operating segment (referred to as a component). A
component of an operating segment is deemed a reporting unit if the component
constitutes a business for which discrete financial information is available,
and segment management regularly reviews the operating results of that
component. Our domestic and international operations are components and
reporting units of our sole operating segment.
To evaluate whether goodwill is impaired, we compare the estimated fair value of
the reporting unit to which the goodwill is assigned to the reporting unit's
carrying amount, including goodwill. We estimate the fair value of each
reporting unit using the present value of expected future cash flows for that
reporting unit. If the carrying amount of a reporting unit exceeds its fair
value, the amount of the impairment loss must be measured.
The impairment loss would be calculated by comparing the implied fair value of
goodwill to its carrying amount. In calculating the implied fair value of the
reporting unit goodwill, the present value of the reporting unit's expected
future cash flows is allocated to all of the other assets and liabilities of
that unit based on their fair values. The excess of the present value of the
reporting unit's expected future cash flows over the amount assigned to its
other assets and liabilities is the implied fair value of goodwill. An
impairment loss would be recognized when the carrying amount of goodwill exceeds
its implied fair value.
We have not made any material changes in our impairment loss assessment
methodology during the past three fiscal years. We continue to estimate the fair
value of our reporting units to be in excess of their carrying value, and
therefore have not recorded any impairment. However, we noted a decrease in the
amount of excess fair value over the carrying value of our reporting units
caused primarily by the slowing economy and credit market disruptions. We do not
believe there is a reasonable likelihood that there will be a material change in
the future estimates or assumptions we use to test for impairment losses on
goodwill. However, if actual results are not consistent with our estimates and
assumptions we may be exposed to material impairment charges.
Income Taxes
We calculate our current and deferred tax provisions based on estimates and
assumptions that may differ from the actual results reflected in our income tax
returns filed during the subsequent year. We record adjustments based on filed
returns when we have identified and finalized them, which is generally in the
third and fourth quarters of the subsequent year for U.S. federal and state
provisions, respectively.
We recognize deferred tax assets and liabilities for the expected tax
consequences of temporary differences between the tax basis of assets and
liabilities and their reported amounts using enacted tax rates in effect for the
year in which we expect the differences to reverse. We record a valuation
allowance to reduce the deferred tax assets to the amount that we are more
likely than not to realize. We have considered future market growth, forecasted
earnings, future taxable income, the mix of earnings in the jurisdictions in
which we operate and prudent and feasible tax planning strategies in determining
the need for a valuation allowance. In the event we were to determine that we
would not be able to realize all or part of our net deferred tax assets in the
future, we would increase the valuation allowance and make a corresponding
charge to earnings in the period in which we make such determination. Likewise,
if we later determine that we are more likely than not to realize the net
deferred tax assets, we would reverse the applicable portion of the previously
provided valuation allowance. In order for us to realize our deferred tax assets
we must be able to generate sufficient taxable income in the tax jurisdictions
in which the deferred tax assets are located.
Our effective tax rate includes the impact of certain undistributed foreign
earnings for which we have not provided U.S. taxes because we plan to reinvest
such earnings indefinitely outside the United States. The decision to reinvest
our foreign earnings indefinitely outside the United States is based on our
projected cash flow needs as well as the working capital and long-term
investment requirements of our foreign subsidiaries and our domestic operations.
Material changes in our estimates of cash, working capital and long-term
investment requirements in the various jurisdictions in which we do business may
impact our effective tax rate.
We are subject to income taxes in the United States and foreign countries, and
we are subject to routine corporate income tax audits in many of these
jurisdictions. We believe that our tax return positions are fully supported, but
tax
authorities are likely to challenge certain positions, which may not be fully
sustained. However, our income tax expense includes amounts intended to satisfy
income tax assessments that result from these challenges in accordance with
Financial Accounting Standards Board ("FASB") Interpretation No. 48, "Accounting
for Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109"
("FIN 48"). Determining the income tax expense for these potential assessments
and recording the related assets and liabilities requires management judgments
and estimates. We evaluate our uncertain tax positions in accordance with FIN
48. We believe that our reserve for uncertain tax positions, including related
interest and penalties, is adequate. We have recorded a liability for uncertain
tax positions of $8.7 million at December 31, 2008. The amounts ultimately paid
upon resolution of audits may be materially different from the amounts
previously included in our income tax expense and, therefore, may have a
material impact on our tax provision, net income and cash flows. Our reserve for
uncertain tax positions is attributable primarily to uncertainties concerning
the tax treatment of our international operations, including the allocation of
income among different jurisdictions, and related interest. We review our
reserves quarterly, and we may adjust such reserves due to proposed assessments
by tax authorities, changes in facts and circumstances, issuance of new
regulations or new case law, previously unavailable information obtained during
the course of an examination, negotiations between tax authorities of different
countries concerning our transfer prices, execution of advanced pricing
agreements, resolution with respect to individual audit issues, the resolution
of entire audits, or the expiration of statutes of limitations.
Stock-Based Compensation Expense
We account for our stock-based compensation plans under SFAS No. 123R,
"Share-Based Payment" ("SFAS 123R"). Stock-based compensation expense for each
employee and director is presented in the same income statement caption as their
cash compensation. During the year ended December 31, 2008, 2007 and 2006, we
recorded $4.2 million, $3.5 million and $3.1 million, respectively, in pre-tax
stock-based compensation expense. The income tax benefit associated with
stock-based compensation expense was $1.5 million, $1.2 million and $1.0 million
for the years ended December 31, 2008, 2007 and 2006, respectively.
Stock-based compensation expense by income statement caption for the years ended
December 31, 2008, 2007 and 2006 was the following:
(in thousands) 2008 2007 2006
Cost of sales $ 17 $ 31 $ 26
Research and development 356 418 370
Selling, general and administrative 3,870 3,072 2,721
Total stock-based compensation expense $ 4,243 $ 3,521 $ 3,117
|
During the year ended December 31, 2008, we granted 132,500 stock options to
executive employees and board members and 8,000 stock options to non-executive
employees.
Based on the non-vested stock options outstanding at December 31, 2008, we
expect to recognize $2.8 million in unrecognized pre-tax stock-based
compensation expense over a weighted-average life of 2.21 years.
SG&A includes pre-tax stock-based compensation related to restricted stock
awards granted to outside directors of $0.6 million, $0.7 million and
$0.4 million for the years ended December 31, 2008, 2007 and 2006, respectively.
We issue restricted stock awards to the outside directors for services
performed. Compensation expense for the restricted stock awards is recognized on
a straight-line basis over the requisite service period of one year.
During the first quarter of 2008, as part of our annual compensation review
cycle, the Compensation Committee of the Board of Directors granted 115,926
shares of restricted stock to our executives under the 2006 Stock Incentive
Plan. These awards were granted to assist us in meeting our performance and
retention objectives. Each executive's grant is subject to a three-year vesting
period. The stock-based compensation expense included in SG&A related to this
award was $0.9 million for the year ended December 31, 2008.
In accordance with SFAS 123R, compensation expense related to restricted stock
awards is determined based on the fair value of the shares awarded on the grant
. . .
|
|