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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________________________ 
FORM 10-K
_______________________________________ 
(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 20212023
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: 0-21044
_______________________________________ 
UNIVERSAL ELECTRONICS INC.
(Exact Name of Registrant as Specified in its Charter)
 
Delaware 33-0204817
(State or Other Jurisdiction of
Incorporation or Organization)
 (I.R.S. Employer
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)
_____________________ 
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.01 per shareUEICThe NASDAQ Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act:
None
_______________________________________ 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes      No  ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes      No  
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      No  ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes      No  
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer", "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
 
Large accelerated filerAccelerated filer
Non-accelerated filerSmaller reporting company
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.

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes      No  ☒
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant on June 30, 2021,2023, the last business day of the registrant's most recently completed second fiscal quarter, was $426,140,166$121,923,836 based upon the closing sale price of the Company's common stock as reported on the NASDAQ Stock Market for that date.
On March 2, 2022, 12,812,97811, 2024, 12,967,869 shares of Common Stock, par value $.01 per share, of the registrant were outstanding.
 
DOCUMENTS INCORPORATED BY REFERENCE:
Portions of the registrant's notice of annual meeting of shareownersshareholders and proxy statement to be filed pursuant to Regulation 14A within 120 days after registrant's fiscal year end of December 31, 20212023 are incorporated by reference into Part III of this Form 10-K. The Proxy Statement will be filed with the Securities and Exchange Commission no later than April 30, 2022.29, 2024.
Except as otherwise stated, the information contained in this Form 10-K is as of December 31, 2021.2023.



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UNIVERSAL ELECTRONICS INC.
Annual Report on Form 10-K
For the Fiscal Year Ended December 31, 20212023
Table of Contents
 
Item
Number
Page
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PART I
PART II
PART III
PART IV



Table of Contents

PART I
ITEM 1. BUSINESS

Universal Electronics Inc. ("UEI" or the "Company") was incorporated under the laws of Delaware in 1986 and began operations in 1987. The principal executive offices are located at 15147 N. Scottsdale Road, Suite H300, Scottsdale, Arizona 85254. As used herein, the terms "we", "us" and "our" refer to UEI and its subsidiaries unless the context indicates to the contrary.

Additional information regarding UEI may be obtained at www.uei.com. Our website address is not intended to function as a hyperlink and the information available at our website address is not incorporated by reference into this Annual Report on Form 10-K. We make our periodic and current reports, together with amendments to these reports, available on our website, free of charge, as soon as reasonably practicable after such material is electronically filed with, or furnished to, the U.S. Securities and Exchange Commission ("SEC"). The SEC maintains a website at www.sec.gov that contains the reports, proxy and other information that we file electronically with the SEC.

Our business is comprised of one reportable segment.

Sales

We design, develop, manufacture, ship and support control and sensor technology solutions and a broad line of universal control systems, audio-video ("AV") accessories, and intelligent wireless security and smart home products that are used by the world's leading brands in the video services, consumer electronics, security, home automation, climate control and home appliance markets. Our product and technology offerings include:

easy-to-use, voice-enabled, automatically-programmed universal, remote controls with two-way radio frequency ("RF") as well as infrared ("IR") remote controls, sold primarily to video service providers (cable, satellite, Internet Protocol television ("IPTV") and Over the Top ("OTT") services), original equipment manufacturers ("OEMs"), retailers and private label customers;
wall-mount and handheld thermostat controllers and connected accessories for smart energy management systems, primarily to OEM customers, as well as hotels, hospitality and system integrators;
proprietary and standards-based RF sensors designed for residential security, safety and home automation applications;
integrated circuits ("ICs"), on which our software and universal device control database is embedded, sold primarily to OEMs, video service providers and private label customers;
software, firmware and technology solutions that can enable devices such as Smart TVs, hybrid set-top boxes, audio systems, smart speakers, game consoles and other consumer electronic and smart home devices to wirelessly connect and interact withinteroperate within home networks and interactive services to enable control and deliverdelivery of home entertainment, smart home services and device or system information;
cloud-services that support our embedded software and hardware solutions (directly or indirectly) enabling real-time device identification and system control with billions of transactions per year in device and data management;control;
intellectual property that we license primarily to OEMs and video service providers;
proprietaryembedded and standards-based RF sensors designedcloud-enabled software for residential security, safetyreliable firmware update provisioning and home automation applications;
wall-mount and handheld thermostat controllers and connected accessories for intelligent energydigital rights management systems, primarilyvalidation services to OEM customers, as well as hotels and hospitality system integrators;major consumer electronics brands; and
AV accessories sold, directly and indirectly, to consumers including universal remote controls, television wall mounts and stands and digital television antennas.

Our sales channel strategy is to partner with customers who are leaders in their respective industries: in consumer electronics, we count Samsung Electronics Co., Sony Group Corporation and LG Electronics as long-term accounts that represent a significant share of their industry; in video services, Comcast Corporation, Liberty Global and Vodafone Group rank amongst the largest video service providers in their respective markets; in Satellite services, Dish Network Corporation, Sky, Airtel and DirecTV represent the majority of global service providers; in climate control, Daikin Industries Ltd., is theTrane and Carrier are customers that represent top market share leaderleaders in the global HVAC industry; and in security, safety and home automation, Vivint Smart Home, Somfy SA, Ring LLC and Hunter Douglas NV are channel leaders in their respective connected home markets.

Distribution methods for our control solutions vary depending on the sales channel. We distribute remote control devices, ICs, home security sensors, connected thermostats and AV accessories directly to video and security service providers and OEMs, both domestically and internationally. We also distribute home security sensors and connected thermostats to pro-security
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installers and hospitality system integrators in the United States and Europe through a network of national and regional distributors and dealers.

Additionally, we sell our wireless control devices and AV accessories under the One For All®, EcolinkTM and private label brand names to retailers through our international subsidiaries and direct to retailers in key markets, such as in the United States, United
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Kingdom, Germany, France, Spain, and Italy. We utilize third-party distributors for the retail channel in countries where we do not have subsidiaries.

Our goal is to provide universal and interoperable control solutions that require minimal or no user set-upautomatically set up and deliver consistent and intuitive one-touch control of all connected content sources and devices. Over the past five years, we have focused our developments to create core technology solutions that we can offer as stand-alone licensable technologies or as embedded ingredients in our turnkey products or white-label solutions.

Our flagship solution, QuickSet® ("QuickSet") is a software application that is currently embedded or enabled via a cloud service in over 550 million devices worldwide. QuickSet maycan be embedded in an AV device, set-top box,any entertainment or other host device,smart home platform, or can be delivered as a cloud-based service, through QuickSet Cloud, to enable universal remotedevice setup, interoperability and control. QuickSet enables universal device control set-up using automated and guided on-screen instructions and a wireless two-way communication link between the remote and the QuickSet enabled device. The two-way connection allows device control code data and configuration settings to be sent to the remote control from the device and greatly simplifies the universal control set-up process and can enable other time-saving features. QuickSet utilizesCloud utilize data transmitted over HDMI, low power RF (such as Bluetooth or Zigbee), and Internet Protocol ("IP") networks to automatically detect various attributes of the connected devicedevices and download the appropriateenables user access and control codes and functions into the remote controlof smart, connected devices as well as legacy devices, without the need for the user to enter any additionalspecific device information. With QuickSet and QuickSet Cloud, consumers can switch easily between activities and reliably view their chosen device or content source with a single touch. A QuickSet and QuickSet Cloud user experience can be delivered via a tactile remote, touchscreen interface, on-screen graphical user interface or voice-enabled system.

QuickSet and QuickSet Cloud are integral components of our products and services and are used by our customers as the primary solution for easy discovery, control and interaction between entertainment and smart home devices. Today, QuickSet smart home services are the technology behind LG TV's Home Dashboard, providing a complete and simplified system control experience for households worldwide. The platform is continuously expanded with new capabilities including enhanced communication protocols, such as Matter, IP, Zigbee 3.0, Zigbee RF4CE, Consumer Electronics Control ("CEC") and infrared. Licensees of QuickSet and/or QuickSet Cloud include service providers such as Comcast Corporation, Charter Communications, AT&T Inc.TiVo, DIRECTV and DISH Network Corporation; smart TV manufacturers such as Sony Group Corporation, LG Electronics and Samsung Electronics Co.; and leading game console manufacturer Sony on its PlayStation 5 remote control.control; and has grown to include HVAC and emerging home automation customers.

The latest release ofQuickSet Cloud ishas expanded functionality for entertainment and whole home audio use cases to provide deeper device and content history across an end-to-end platform for discovery, control,ever-increasing landscape of devices and interaction withservices in the home. This privacy-first approach in capturing user preferences across devices including rules and automation frameworkhelps increase engagement through enhanced personalized recommendations for a truly connectedbetter end-user experience. QuickSet’s content history capabilities also extended to new categories of content usage in the home experience. UEI has developed one of the largest knowledge graphs of devices on the market, enabling a broad array of connected device information to be collected. Through our QuickSet Cloud and QuickSet SDK delivery methods, we can offer the advantage of edge intelligence built in,such as whole home audio as well as the benefits of a cloud-scalable solution.audio/video casting.

Our technology pipeline has expanded to include an artificial intelligence platform, nevo.ai, that enables a digital assistant for the connected home with a natural language interface to allow interaction with devices within the home using QuickSet's underlying capabilities. For example, our product platform, Nevo Butler, offers a turnkey smart home hub with nevo.ai andUEI’s QuickSet pre-integrated. Nevo Butler delivers a managed hardware with security built-in capable of supporting other digital assistants. We are engaged with several customers, across different channels, that are currently using our underlying technologies, such as our proprietary microcontrollers, nevo.ai and QuickSet in their devices.

We continue to evolve our hardware and software solutions by adding new features and capabilities to ensure added value. Through our cloud service platforms, QuickSet Cloud and nevo.ai, we also offer Interoperability as a Service, aWidgets provide fully managed Internet of Things ("IoT") service which ensures compatibilitycapability to non-connected electronic devices for fast time-to-market and enable digital transformation of end-user interaction. It is expanding to include native support of Matter across the most commonQuickSet Widget family with Virtual Agent-assisted easy onboarding. This will enable products powered by the QuickSet Widget including the UEI TIDE family of Smart Thermostats to be Matter-capable.

UEI TIDE, a white label smart thermostat platform designed for HVAC OEMs as well as hospitality-branded applications, offers native cloud connectivity, features our latest device management and lifecycle support services which simplify setup and control and allows interoperability with a variety of smart home devices foundand ecosystems. The smart thermostat line includes all the necessary connectivity technologies to address the evolving smart home, including seamless connection to the cloud over Wi-Fi plus local device connectivity via Bluetooth Smart, Zigbee and Infrared, including support for Matter, the industry's latest smart home connectivity standard.

With our commitment to create environmentally-sustainable solutions that do not compromise but enhance product performance, we offer UEI Eterna, a line of voice-enabled control solutions designed with our new generation of Extreme Low-Power System-on-Chip and energy harvesting technologies to deliver increased processing capability while using significantly less power compared to prior generations. The energy-harvesting version features our "Battery-4-Life" technology that relies on collecting energy from the environment's ambient light and radio frequencies to deliver a control solution that is designed to require no battery replacement over the useful life of the product.

UEI Virtual Agent, an innovative self-service support solution, simplifies device onboarding by allowing customers to seamlessly hand-off the set-up process from a large screen (SmartTV) to a smaller one (mobile phone). Integrated into the latest
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version of QuickSet, UEI Virtual Agent provides automated steps for onboarding, feature discovery and troubleshooting capabilities and is available both as a web-based application and a TV app for integration into existing infrastructures. UEI Virtual Agent, when bundled with our newest set of UEI NetReady services for remote diagnostics and customer support, will further enhance the support experience for products already deployed in consumers' homes. Features are further expandable through enterprise integration with an ecosystem of third-party partner services.the home.

For the years ended December 31, 2021, 20202023, 2022 and 2019, our sales to Comcast Corporation accounted for 16.3%, 20.1% and 15.9% of our net sales, respectively. For the year ended December 31, 2021, our sales to Daikin Industries Ltd. accounted for 14.0%, 14.4% and 11.8% of our net sales.sales, respectively. For the years ended December 31, 2022 and 2021, our sales to Comcast Corporation accounted for 14.0% and 16.3% of our net sales, respectively.

Markets and Competition

We continue to place significant emphasis on expanding our sales and marketing efforts to video service providers and home entertainment OEMs in Asia, Latin America and Europe. In the markets for video services we include cable, satellite, IPTV and OTT service providers. In recent years, we have seen a significant change in our markets with the rise of the direct-to-consumer streaming video apps that are enabled on smart TVs and streaming devices as well as advanced set-top boxes. This has resulted in a change in mix in our customer base, especially in the U.S., where our traditional customers in cable and satellite have been complimentedcomplemented with new customers in the digital media streaming domain. Today our portfolio includes universal control products compatible with Apple's TVOStvOS and Google's AndroidTV platforms designed for the Multichannel Video Programming Distributor ("MVPD") market allowing subscribers access to subscription-based channels through hybrid and OTT streaming platforms.

Additionally, some of our current customers have successfully introduced media streaming services and expanded their footprint to new end-users. Comcast-Charter's Xumo TV, Tivo Stream, ComcastComcast's Flex, Sky Glass and DISH Sling are examples of current customer offerings of these types of services. Additionally, these brands, along with our OEM customers in consumer electronics are expanding their customer footprints through distribution of their OS platforms that include UEI's QuickSet technologies, allowing us to grow our global technology footprint and grow our licensing revenue in those channels.

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At the same time, we have seen our markets in Home Entertainment OEM, and especially our smartTVSmartTV OEMs, successfully upgrade to streaming service aggregators. The advanced TV interfaces on Smart TVs and related streaming devices offer platforms for personalized advertising and smart home services which is expected to ensure demand for our wireless and wired control products, microcontrollers and software technology.

Our principal competitors in the home entertainment market are Remote Solutions, Omni Remotes,Home Control International, SMK, Ohsung, Tech4Home and Ruwido. In the international retail and private label markets for wireless controls we compete primarily with a variety of accessory trading and branding companies like Jasco and Hama, as well as various manufacturers of wireless controls in Asia. Our primary competitors in the OEM market are the OEMs themselves and various wireless control manufacturers in Asia.

Leveraging our scale and expertise in low-power RF microcontrollers, we continue to pursue further penetration of our traditional OEM consumer electronics markets as well as newer product categories in the smart home and IoT markets suchincluding smart lighting, smart and motorized shades, as lighting, window coveringswell as smart toilets and bathroom controllers.faucets, which rely on smart connectivity and control technologies to reduce water use and improve user experience. Customers in these markets integrate our connectivity and cloud-based solutions, services and technology into their products to enhance their consumer lifestyle ecosystems. Growth in these markets has been driven by the increasing demand for more energy efficient homes, consumer convenience and the increasing proliferation of connected devices.

In home security, safety and automation, we offer universal sub-gigahertz products that are compatible with the top security panel manufacturers, such as Honeywell, GE, Tyco/DSC and 2GIG. In the Do-It-Yourself ("DIY") residential security channel, we offer sensor-based products using industry standard Z-Wave® and ZigBee® protocols.In this market, we compete with offshore-based, original design and built-to-print hardware manufacturers, such as Leedarson. In the connected smart home market, we compete with the OEMs themselves as well as wireless manufacturers in North America, such as Nortek Control,Nice, and other original design manufacturers in Asia.Asia, as well as technology system providers such as Tuya.

In the HVAC controller and thermostat market, we compete with regional specialists and global companies such as Honeywell Johnson Controls, Emerson, Schneider Electric,and Venstar, as well as Far East based OEM manufacturers such as Computime.

We compete in our markets on the basis of product quality, enhanced features, intellectual property, local design and development expertise, local development support and end-user support. We believe that we will need to continue to introduce new and innovative products and software solutions to remain competitive and to recruit and retain competent personnel to successfully accomplish our future objectives.

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Our 2725 domestic and international subsidiaries are the following:

C.G. Development Ltd., established in Hong Kong;
CG Mexico Distribution Co., S. de R.L. de C.V., established in Mexico;
CG Mexico Remote Controls, S. de R.L. de C.V., established in Mexico;
Ecolink Intelligent Technology, Inc.; established under the laws of Delaware;
Enson Assets Ltd., established in the British Virgin Islands;
Gemstar Polyfirst Ltd., established in Hong Kong;
Gemstar Technology (Qinzhou) Co. Ltd., established in the People's Republic of China ("PRC");
Gemstar Technology (Yangzhou) Co. Ltd., established in the PRC;
Guangzhou Universal Electronics Service Co., Ltd., established in the PRC;
One For All France S.A.S., established in France;
One For All GmbH, established in Germany;
One For All Iberia S.L., established in Spain;
One For All UK Ltd., established in the United Kingdom;
Qinzhou Universal Trading Co. Ltd., established in the PRC;
RCS Technology, LLC; established under the laws of Delaware;
UE Japan Ltd., established in Japan;
UE Korea Ltd., established in South Korea;
UE Singapore Pte. Ltd., established in Singapore;
UEI Cayman Inc.,UE Vietnam Company Limited, established in the Cayman Islands (1);Vietnam;
UEI Electronics Pte. Ltd., established in India;
UEI Hong Kong Pte. Ltd., established in Hong Kong;
Universal Electronics B.V., established in the Netherlands;
Universal Electronics Italia S.R.L., established in Italy;
Universal Electronics Trading Co., Ltd., established in the PRC;
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Universal Electronics Yangzhou Co. Ltd., established in the PRC;
Universal Electronics do Brasil Ltda., established in Brazil; and
Yangzhou Universal Trading Co. Ltd., established in the PRC.

(1) This subsidiary is in the liquidation process at December 31, 2021 and is expected to be fully dissolved on April 27, 2022.

Resources

Engineering

During 2021,2023, our engineering efforts focused on the following:

broadening our product and technology portfolio;
launching new embedded software solutions designed to simplify set-upenhancing the features and control features;capabilities of our existing technology platforms;
integrating our core technology platforms and modifying the applications in our existing products and technologies to improve features, lower costsfunctionality and to ensure minimal supply chain disruption;enhance customer value;
maintaining existing productsensuring continuous and efficient supply chain by relocating certain manufacturing to lower cost jurisdictions;
developing sustainable products that reduce energy use and eliminate waste;
formulating measures to protect our proprietary technology and general know-how;
improvingupdating our control solutions software;interoperability device and services libraries worldwide to ensure broader smart home category support;
updatingidentifying, testing and sourcing non-critical off-the-shelf products from vendors worldwide that complement our library of device codes to include codesproduct portfolio for new features and devices introduced worldwide;certain market verticals;
creating innovativelaunching new products that address consumer challenges in home entertainment controlintegrate emerging wireless technology protocols, such as Matter and security sensing;Thread; and
optimizing, scaling and improving our cloud platform to deliver additionalcreate value-add features and managed services tothat can scale across a large installed base of customercustomers and end users.

During 2021,2023, our advanced engineering efforts focused on further developing our existing products, services and technologies. We released software updates to our embedded QuickSet application, and continued development initiatives around existing and emerging technologies, such as Rf4CE, Bluetooth,Zigbee 3.0, Bluetooth Smart, WiFi and Matter, a unifying, IP-based connectivity protocol built on proven technologies designed to connect smart home devices reliably and securely across disparate IoT ecosystems. We continue to enhanceintegrated the capabilities of our service platform (UEI Virtual Agent) on our Tide and Eterna product platforms for easier device onboarding, identification and troubleshooting across our portfoliotroubleshooting.

As a contributor to the Matter specification, we continue to be an active participant in several working groups and Plugfest events to help bring the full interoperability potential of control products.the Matter standard to market. At CES 2024, we announced several new Matter-supported products and technology platforms.
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In 2021, we introduced QuickSet Widget, a family of connectivity modules integrated with QuickSet Cloud device management services, including a remote management dashboard and a mobile software development kit making it easy for OEMs across all channels to upgrade their products to be connected, managed and secured.

Our personnelgeneral, our technical staff are involved within various industry organizations and bodies, which are in the process of setting standards for IR and RF communication and networking in the home. Our participation ensures comprehensive understanding of the technical specifications being developed that can affect the deployment and proliferation of future standards and technologies in the home.

Because of the nature of research and development ("R&D") activities, there can be no assurance that any of our R&D projects will be successfully completed or ultimately achieve commercial success.
Intellectual Property and Technology

A key factor in creating products and software for control of entertainment and smart home devices is our proprietary device knowledge graph. Sinceknowledge. Each year our founding in 1986, we have compiled an extensive device discovery and control library that includes nearly 13,000 brands comprising over 989,000 device modelslibraries continue to grow across AV andthe smart home platforms, supported bylandscape, supporting many common smart home protocols, including IR, HDMI-CEC, Bluetooth and its variants, Zigbee (Rf4CE), Z-Wave, Thread, Matter and IP as well as Home Network and Cloud Control.networks.

We have developed a broad portfolio of patented technologies and the industry's leading database of device discovery, setup and control software. We ship integrated circuits, on which our software and control code libraries are embedded and that connect to our cloud services, directly to manufacturers for inclusion in their products. In addition, we license our software and technology to manufacturers.

Our technology also includes other remote controlled home entertainment devices and home automation control modules, as well as wired Consumer Electronics Control ("CEC")CEC and wireless IP control protocols commonly found on many of the latest HDMI and internet connected devices. Our proprietary software automatically detects, identifies and enables the appropriate control commandsinfrastructure for many home entertainment and automation devices in the home. Our libraries are continuously updated with device control codes used in newly introduced AV and IoT devices. These control codes areusing knowledge captured directly from
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the original control devicesdevice or from the manufacturers' written specifications to ensure the accuracy and integrity of the library. Our proprietary software and know-how permit us to offer a device control code database that is more robust and efficient than similarly priced products from our competitors.

This device knowledge graph is backed by our unique device fingerprinting technology which includes over 24.4 million unique device fingerprints across both AV and Smart Home devices.

Smart devices are becoming a more prevalent part of the home entertainment experience, and we offer several solutions to enable entertainment device control via smart phones, tablets, smart TVs, smart speakers or digital assistants. In our smart device control solutions, we offer the elements needed for device control ranging from IR and RF controller chips to IP-device control libraries to graphical and voice user interfaces, as well as artificial intelligence systems that deliver context aware device interactions.libraries.

We hold a number ofand apply for patents in the United States and abroad related to our productsdiscovery, setup and technology and have filed domestic and foreign applications for other patents that are pending. At the end of 2021, we had more than 600 issued and pending United States patents related to remote control home security,technologies across residential safety and security, climate control and smart home automation as well as hundreds of foreign counterpart patents and applications in various territories around the world.applications. Our patents have remaining lives ranging from less than one to 18 years.

We have also obtained copyright registration and claim copyright protection for certain proprietary software and libraries of our device control codes.libraries. Additionally, the names of many of our products are registered, or are being registered, as trademarks in the United States Patent and Trademark Office and in most of the other countries in which such products are sold. These registrations are valid for terms ranging up to 20 years and may be renewed as long as the trademarks continue to be used and are deemed by management to be important to our operations. While we follow the practice of obtaining patent, copyright and trademark registrations on new developments whenever advisable, in certain cases we have elected common law trade secret protection in lieu of obtaining such other protection.

Manufacturing and Supply

We currently operate vertically integrated manufacturing and assembly factories in the PRC, Vietnam, Mexico and Brazil, which allowallows us to produce in the regional markets and to scale our production to meet growing demand. We also use selected third-party manufacturers and suppliers in Asia.

Our long-term factory planning strategy is to de-risk our reliance on a PRC-based supply chain by (1) reducing our manufacturing concentration in the PRC, (2) pursuing the lowestlower cost jurisdictions for manufacturing to help ensure market competitive products and (3) offering customers a flexible and globally diverse manufacturing footprint to ensureprovide a reliable and cost-efficient supply chain. To this effect,end, in 2022,2023, we have leasedopened a new factory space in Vietnam, which commenced manufacturing operations in June 2023 after incurring startup costs in the first half of 2023. With our Vietnam factory now open and meeting short-term operational targets, with the expectation of continued improvement, we stopped manufacturing activities in our southwestern China factory in September 2023 and have substantially completed its shutdown. We continue to evaluate our Mexico facility as part of our long-term factory planning strategy. We are currently planning to downsize and streamline the Mexico operations by moving to a smaller, more efficient facility. We expect to commence manufacturing operations in this downsized facility in the thirdsecond quarter of 2022.2024. We will continue to evaluate our global factory footprint to identify ways to operate more efficiently.

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Even though we operate threetwo factories in the PRC, one factory in Vietnam and manufacturing and assembly plants in Mexico and Brazil, respectively, and plan to open a manufacturing facility in Vietnam in 2022, we continue to evaluate additional third-party manufacturers and sources of supply. During 2021,2023, we utilized multiple third-party manufacturers and maintained duplicate tooling for certain of our products. Where possible, we utilize standard parts and components, which are available from multiple sources.

We are a large consumer of integrated circuits, including low-power, RF chips and modules that are used throughout our product portfolios. We continually seek additional sources to reduce our dependence on our integrated circuit suppliers. To further manage our integrated system on a chip supplier dependence, we include microcontroller technology which incorporates non-volatile, reprogrammable flash memory in most of our products. Flash memory-based microcontrollers have shorter lead times than microcontrollers using other memory technologies and may be reprogrammed. This allows us flexibility to use a given component on many different products, has the added benefit of potentially reducing excess and obsolete inventory exposure and allows us to update our product functionality in the field. This diversification lessens our dependence on any one supplier and allows us to negotiate more favorable terms. Our largest integrated circuit supplier, Qorvo International Pte Ltd., provided 11.8%11.5% and 14.2%11.8% of our total inventory purchases in 2022 and 2021, and 2020, respectively. In 2019, no single supplier provided more than 10% of our total inventory purchases.

Our manufacturing process consists of plastic injection molding, keypad molding, coating or painting, surface mounting of printed circuit boards,mount technology, assembly, software installation, functional testing, packaging, and quality control. We conduct operations utilizing a formal, documented quality management system to ensure that our products and services satisfy customer needs and expectations. Our manufacturing facilities are certified to the ISO 9001:2015 International Standard for quality management. Testing and quality control are applied to components, parts, sub-assemblies and systems obtained from third-party suppliers. Our manufacturing
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facilities in Mexico and in Yangzhou, PRC are also certified to the TL 9000 Standard, which is the telecom industry's unique extension to ISO 9001:2015. Our manufacturing facilities are certified to the ISO 14001:2015 International Standard for environmental management systems. In addition, our manufacturing facilities in Yangzhou, PRC have also achieved ISO 45001 International Standard for safety and health management systems, with one of the facilities successfully completing the Validated Audit Process with the Responsible Business Alliance ("RBA"). systems.

We are focused on reducing the environmental impact of our operations onoperations. We are evaluating the environment;use of renewable energy and our teams continue to examine practices and processes throughout our facilities to identify opportunities for greater energy efficiency. Each of our manufacturing facilities has standing policies and targets for the monitoring and management of waste generation and energy consumption and continually strives for the reduction inis focused on reducing electricity consumption, water usage and greenhouse gas emission. In particular, in response to the greater focus on combating climate change, each manufacturing facility has set targets for the year-over-year reduction of greenhouse emission and actively monitored its greenhouse emission throughout the year.emissions.

We are an Affiliate Membera member of the RBA, the world's largestResponsible Business Alliance ("RBA"), an industry coalition dedicated to corporate social responsibilitydriving sustainable value for workers in global supply chains, andamong other things. As a member of the RBA, we are required to comply with RBA's rigoroushave adopted the RBA Code of Conduct. ThroughConduct, which establishes standards to ensure that working conditions are safe, that employees are treated with respect and dignity and that business operations are environmentally responsible and conducted ethically. The RBA Code of Conduct has been reflected in our employee policies and procedures. In addition, UEI is committed to complying with applicable laws and regulations of the countries in which we operate and supporting ethical labor practices that do not infringe on human rights. We follow RBA guidelines for the supplier risk assessment process, requiring relevant suppliers of raw materials and components to complete the RBA program,self-assessment questionnaire ("SAQ"). Upon completion of the RBA SAQ, we will assess our supply chain from tier 1 through tier 3 suppliers andhave the ability to request an on-site RBA Validated Assessment Program auditsAudit Process audit using the RBA online system for any suppliers that are identified high-risk suppliers. as high-risk.

In addition to requiring observance to strictof quality standards by our suppliers, we maintain and require our suppliers to adhere to a robustour Global Supplier Code of Conduct and Fair Competition Policy ("Supplier Code of Conduct"), which is available on our website and is an essential part of our supply chain management. As part of the initial qualification and ongoing audit process, our dedicated Global Supplier Quality Management Team examines a supplier's social and environmental responsiveness in areas such as labor and human rights practice, occupational health and safety, and environmental protection.

Further, ourwebsite. Our Supplier Code of Conduct sets forth our global expectations that we have in the areas of fair dealing, legal compliance, business integrity, labor practices, health and safety and environmental management. In particular,

Among other things, we require all within our supply chainsuppliers to respect basic human rights and to not engage in any form of involuntary or forced labor and to fully comply with all laws and regulations pertaining to the appropriate and dignified treatment of all workers. In addition, we adhereOur Global Human Rights Policy is aligned with internationally recognized human rights principles defined by the Universal Declaration of Human Rights and the United Nations Guiding Principles on Business and Human Rights. We also provide training to relevant employees to help identify and require those within our supply chain to adhere to the RBA Code of Conduct, which among other things prohibits the use of forced labor inreport any manner. To better enforce a zero-tolerance of forced labor, our employees, including but not limited to those within the Global Supplier Quality Management Team, have been trained to identify signs of forced labor andor other unlawful labor practices and we continue to evaluate our global ESG compliance policies and procedures to ensure wepractices. We have a global program that follows best-practices and adheresthird-party confidential ethics hotline ("the UEI Ethics Line") to changes inenable our employees or other stakeholders to anonymously report any suspected violations of applicable laws, and regulations.policies or human rights violations. We are committed to investigating all communications received on the UEI Ethics Line.

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Government Regulation and Environmental Matters

Many of our products are subject to various federal, state, local and international laws governing chemical substances in products, including laws regulating the manufacturing and distribution of chemical substances and laws restricting the presence of certain substances in electronics products. We may incur substantial costs, including cleanup costs, fines and civil or criminal sanctions, third-party damages, or personal injury claims, if we were to violate or become liable under environmental laws or if our products become non-compliant with environmental laws. We also face increasing complexity in our product design and procurement operations as we adjust to new and future requirements relating to the material composition of our products.

We may also face significant costs and liabilities in connection with product take-back and "right to repair" legislation. TheFor example, the European Union's Waste Electrical and Electronic Equipment Directive ("WEEE") Directive makes producers of electrical goods financially responsible for specified collection, recycling, treatment, and disposal of past and future covered products. Our European subsidiaries are WEEE compliant.

We believe that we have materially complied with all currently existing international and domestic federal, state and local statutes and regulations regarding environmental standards and occupational safety and health matters to which we are subject. During the years ended December 31, 2021, 20202023, 2022 and 2019,2021, the costs incurred in complying with federal, state, local and localforeign statutes and regulations pertaining to environmental standards and occupational safety and health laws and regulations did not materially affect our earnings, financial condition or competitive position. In addition, during the same period, the costs incurred in complying with other applicable government regulations likewise did not materially affect our earnings, financial condition or competitive position. However, future events, such as changes in existingdue to the heightened awareness of corporate environmental, social and governance ("ESG") matters and evolving laws and regulations or enforcement policies, may give rise to additionalincreases in compliance costs that may have a material adverse effect upon our capital expenditures, earnings or financial condition.

Our operations, supply chain and our products are expected to become increasingly subject to federal, state, local and foreign laws, regulations and international treaties relating to climate change, such as climate disclosure, carbon pricing or product energy efficiency requirements. We strive to continually improve the energy and carbon efficiency of our operations, supply
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chain and product portfolio and deliver more cost-effective and lower carbon technology solutions to our customers. We believe that technology will be fundamental to finding solutions to achieve compliance with and manage those requirements, and we are collaborating with our customers to find and promote ways that our technology can be used to address climate change and to facilitate compliance with related laws, regulations and treaties.

We are committed to reducing and eliminating substances of concern from our products and manufacturing process. Our products distributed in the European Union are compliant with the RoHS (Restriction of Hazardous Substances Directive 2002/95/EC)2011/65/EU and 2015/863/EU) and REACH (Registration, Evaluation, Authorisation and Restriction of Chemicals) directives. In other regions, we also need to comply with our customers' specific requirements relating to the non-use of certain hazardous substances in the products, which are typically equally or more stringent than the RoHS directive. We have a dedicated "Green Team," based in the PRC andTeam" comprised of engineers scientists and environmental regulation experts, that analyze our products, processes, and raw materials to help ensure that we comply with environmental and government regulations worldwide.worldwide, as well as the applicable "Green" requirements imposed by our customers. Additionally, we have in-house testing capability to help ensure product compliance. In 2020, the Chinese government published four National Standards with the aim of reducing emission of certain volatile organic compounds ("VOC") in adhesives, coatings, ink and cleaning agents. Our Green Team has been working proactively for the identification and reduction of such VOCs within our supply chain. We place great importance in stricton the compliance ofwith local health and safety laws and regulations. At our manufacturing facilities, we are also committed to protecting our workers from exposure to hazardous substances under an established health and safety management system; forsystem. As an example, we strive to have replaced volatile organic compounds ("VOC") emitting inks and paints with reduced-VOC paints at some of our facilities be free of lead and the substances banned by RoHS, and we are increasing our use of water-based paint at ourmanufacturing facilities.

We strive to extend the useful life of our products and reduce our products' impact on the environment, and weenvironment. We have invested significantin R&D in improvingto improve the energy efficiency of our battery-operated products. For example, we deploy a low energy IR-engine in some of our products, which can extend battery life regardless of the protocols utilized by the product. In 2021, we started shipping an Android TV remote product with a USB-C rechargeable battery to reduce battery consumption throughout the life of the product. We recentlyhave introduced our latest control platform and related technologies that address the growing demand for sustainable products that reduce energy use and eliminate waste. With this platform, we partnered with technology leaders and invested in bringing ultra-low power connectivity chips with built-in energy harvesting and photovoltaic cells to the market. These chips offer more computing power while consuming up to 80%substantially less battery power, enabling uppower. In addition, to ten times longer battery life. reduce energy consumption even further, we are actively working on solutions powered by low-light solar cells for the entertainment remote control and IoT markets.

We also offer a robust product refurbishment program to our customers where we reclaim, refurbish and recycle pre-owned remote controls. Under this program, substantially all of the materialsmajor components in a pre-owned remote control unitunits are reused or recycled; forrecycled. For example, used plastics and siliconthe printed circuit board assemblies ("PCBA") are groundcleaned, tested and reused, in other products.or plastics are reground to be reused. We have also employed new master carton packing methods to increase shipping efficiency and reduce cardboard usage. Some of our manufacturing facilities are switching to the use of recycled solder. To further reduce collateral waste, we have introduced an initiative to reduce and/or remove single use plastics ("SUP") from our supply chain and manufacturing process for certain customer programs.

In the nations where we have operations or otherwise conduct business, we are also subject to tariffs, import/export controls, and other trade-related laws and limitations. These limits, regulations, and tariffs, especially those pertaining to or affecting relations between the United States and the PRC, might significantly disrupt our business, affecting our capacity to manufacture, source components and sell goods.

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Climate Change

Our operations, supply chain and products are expected to become increasingly subject to federal, state, local and foreign laws, regulations, and international treaties relating to climate change, such as climate disclosure, carbon pricing or product energy efficiency requirements. We strive to continually improve the energy and carbon efficiency of our operations, supply chain and product portfolio and deliver more cost-effective and lower carbon technology solutions to our customers. We believe that technology will be fundamental to finding solutions to achieve compliance with and manage those requirements. Our Board of Directors (the "Board"), specifically the Corporate Governance, Sustainability and Nominating Committee, is responsible for risk oversight, which includes relevant environmental-related risks such as climate change.

Government regulations are subject to change; therefore, we are unable to predict the impact of complying with potential future requirements or whether doing so will materially affect our operations, financial situation or business.

Human Capital

AtAs of December 31, 2021,2023, we employed 3,9454,177 members of staff across our worldwide facilities. Of this staff, 2,8503,127 are associated with our manufacturing and supply chain organizations in the PRC, Mexico, Vietnam and Brazil. Beyond the manufacturing and supply chain organizations, 675649 of staff work in engineering and R&D, 109 work117 in sales, and marketing, 31 work in consumer service and support and 280 work284 in executive and administrative functions.

Additionally, in the PRC, as is standard practice, we work with third-party agencies who have recruited and provided us with 3,135 workers to support our production activities. As with all others within our supply chain,Since the fourth quarter of 2021, these third-party agencies arehave been required to adhere to our Supplier Code of Conduct, which among other things, prohibits the use of forced labor and sets forth requirements on fair dealing, legal compliance, business integrity, labor practices, health and safety and environmental management.

Employee Recruitment, Retention, and Development

We provide and maintain a work environment that is designed to attract, develop and retain top talent through offering our employees an engaging work experience that contributes to their career development. We recognize that our success is based on the collective talents and dedication of those we employ. Talent management is critical to our ability to execute our long-term growth strategy, and we utilize both internal human resource personnel and external recruiting firms to identify and attract such talent. Through our history of technological innovation, we appreciate the importance of retention, growth and development of our employees. We regularly collect feedback from employees to better understand and improve their experiences and identify opportunities to continually strengthen our culture. Due to the nature of our activities, we tend to heavily invest in engineering capital, employing highly skilled and specialized engineers and technicians in the areas of electronics, RF design, software, cloud, mechanical, industrial design, manufacturing and quality disciplines.

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Our staff is located around the globe at different office and development locations. Our R&D locations are as follows:

advanced engineering, architecture and cloud teams are located in Santa Ana, California, and Scottsdale, Arizona;
cloud architecture, software and service teams are located in Santa Ana and San Mateo, California;
sensor engineering and R&D teams are located in Carlsbad, California;
connected thermostat engineering and R&D teams are located in Santa Ana and Poway, California;
hardware engineering teams are located in Panyu and Suzhou in the PRC; and
software, firmware and device database teams are located in Bangalore, India.India; and
a software services team focused on support software solutions is located in Plymouth, Minnesota.

Next to these specialized centers of excellence, we employ engineering, sales and marketing and support staff in many of our regional offices in the United States, The Netherlands, Hong Kong, PRC, Brazil, India, Japan, Korea, Singapore and Mexico.

Inclusion

We are an Equal Opportunity Employer and are committed to an inclusive culture that valuesproviding a workplace free of discrimination, harassment and retaliation for all employees and we value equality, opportunity and respect. We have an activeOur Code of Conduct covers topics related to inclusion and Supplier Codeanti-discrimination. We encourage any employee who believes they are the subject of Conduct that our employees and supply chain members, respectively, must adherediscrimination, harassment or retaliation to bothexpress concerns without fear of which cover diversity, inclusion, anti-discrimination and corporate social responsibility. The respect for human rights is a core tenet both within our organization and when working with our supply chain members, and our employees are encouragedretribution or retaliation to notifytheir immediate supervisors, any senior-level managers, or through the Company if they notice or suspect any violation of our employee Code of Conduct, Supplier Code of Conduct or of law. We have a confidential ethics hotline to enable our employees to report any suspected violations of applicable laws or policies. In locations where we use third-party employment or labor agencies to source some members of our workforce, we have increased our audit and review efforts of such agencies to ensure that their practices are in line with our policies and priorities and they operate in compliance with our Supplier Code of Conduct and the RBA Code of Conduct.UEI Ethics Line.

Throughout the COVID-19 pandemic, our top priority has been the health, safety, and well-being
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Labor unions represent approximately 43.9%20.0% of our 3,9454,177 employees atas of December 31, 2021.2023. Some of these unionized workers are employed in Monterrey, Mexico, and are represented under contract with the Sindicato Industrial de Trabajadores de Nuevo León adherido a la Federación Nacional de Sindicatos Independientes. Unionized workers, employed in Manaus, Brazil, are represented under contract with the Sindicato dos Trabalhadores nas Industrias Metalugicas, Mecanicas e de Materiais Eletricos de Manaus. Additionally, workers at our Vietnam facility are covered by a collective bargaining agreement. These workers represent approximately 10.0% of our 4,177 employees as of December 31, 2023. Our business units are subject to various laws and regulations relating to their relationships with their employees. These laws and regulations are specific to the location of each business unit. We believe that our relationships with employees and their representative organizations are good.

Safety, Health, and Wellness

The health and safety of our employees, contractors, visitors and the communities in which we operate is paramount. We are committed to reducing or eliminating health and safety risks through our health and safety programs, including effective control measures, emergency response plans and training programs. This commitment is outlined in our Global Health and Safety Policy. As a member of RBA, we also adhere to the standards of the RBA Code of Conduct to ensure working conditions are safe throughout our supply chain.

Seasonality

Historically, our business has been influenced by the retail sales cycle, with increased sales in the second half of the year. We expect this pattern to be repeated during 2022.2024.

Information About Our Executive Officers

The following table sets forth certain information concerning our executive officers on March 4, 2022:14, 2024:
 
NameAgePosition
Paul D. Arling5961Chairman of the Board and Chief Executive Officer
Bryan M. Hackworth5254Senior Vice President and Chief Financial Officer
Ramzi S. Ammari5658Senior Vice President, Corporate Planning and Strategy
David Chong6062Executive Vice President, AsiaGlobal Sales
Richard A. Firehammer, Jr.6466Senior Vice President, General Counsel, Head of Global Compliance, and Corporate Secretary
Menno V. KoopmansRichard K. Carnifax4637Senior Vice President, Global SalesOperations
Joseph E. Miketo65Senior Vice President, Operations (to retire on June 30, 2022)
 
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Paul D. Arling is our Chairman and Chief Executive Officer. He joined us in May 1996 as Chief Financial Officer and was named to our Board of Directors in August 1996. He was appointed President and Chief Operating Officer in September 1998, was promoted to Chief Executive Officer in October 2000 and appointed as Chairman in July 2001. At the 20212023 Annual Meeting of Stockholders, Mr. Arling was re-elected as our Chairman to serve until the 20222024 Annual Meeting of Stockholders. From 1993 through May 1996, he served in various capacities at LESCO, Inc. (a manufacturer and distributor of professional turf care products). Prior to LESCO, he worked for Imperial Wallcoverings (a manufacturer and distributor of wall covering products) as Director of Planning and The Michael Allen Company (a strategic management consulting company) where he was employed as a management consultant. Mr. Arling received his Bachelor of Science and Master of Business Administration from The Wharton School of the University of Pennsylvania.

Bryan M. Hackworth is our Senior Vice President and Chief Financial Officer. He was promoted to Chief Financial Officer in August 2006. Mr. Hackworth joined us in June 2004 as Corporate Controller and subsequently assumed the role of Chief Accounting Officer in May 2005. Before joining us in 2004, he spent five years at Mars, Inc., a privately held international manufacturer and distributor of consumer products and served in several financial and strategic roles. Prior to joining Mars, Inc., Mr. Hackworth spent six years at Deloitte & Touche LLP as an auditor, specializing in the manufacturing and retail industries. Mr. Hackworth is a certified public accountant (inactive) in the state of California and holds a Bachelor of Arts in Economics from University of California, Irvine.

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Ramzi S. Ammari is our Senior Vice President, Corporate Planning and Strategy. He joined us in June 1997 as a Project Manager and has held various positions of increasing responsibility within our organization until being named to his current position in October 2013. He has global responsibility for the Company's technology innovation roadmap; driving new product initiatives; directing and implementing strategic partnerships, joint ventures and acquisitions; and recommending new avenues for business creation. Prior to joining us, Mr. Ammari worked at Mitsubishi Consumer Electronics of America for four years as Business Planning Manager where he was responsible for introducing the first flat-screen plasma display panel television for the North America market. He received his Bachelor of Science, Engineering degree in 1989 and, subsequently, a Master of Business Administration from University of California, Irvine in 1993.

David Chong is our Executive Vice President, Asia. He is responsible for managing sales in our Asian markets.Global Sales. He was previously responsible for the general management and sales of our Asia region.region and was promoted to his current position in October 2023. Mr. Chong joined us in January 2009 as Senior Vice President of Global OEM Sales. Prior to joining us, Mr. Chong served as Senior Vice President at Philips Consumer Electronics Division and as the Chief Marketing Officer of the business group Philips Display (Philips TV and computer monitor business). At Philips Display, he led the re-engineering of the Product Creation, Marketing and Sales Organization to compete successfully in the LCD TV space. Prior to this, he also served as Vice President and General Manager of the Audio Video Business in Asia, Vice President and Global Business Line Manager for Audio and various senior management positions at Philips' CE Division. Mr. Chong started at Philips Research Lab in 1984 as a research scientist working in the area of VLSI design methodologies. He also served as Managing Director for Asia at InVue Security Product before joining us. Mr. Chong had his senior education in The United Kingdom, holding a Bachelor of Science in Electrical and Electronics Engineering with High Honors from University of Nottingham.

Richard A. Firehammer, Jr., Esq. is our Senior Vice President, General Counsel, Head of Global Compliance, and Corporate Secretary. He joined us in October 1993 as General Counsel. He became our Corporate Secretary in February 1994. He was our Vice President from May 1997 until August 1998, and served as counsel to us from September 1998 until February 1999, at which time he was promoted to Senior Vice President. In January 2022, in addition to his current position.duties as General Counsel and Secretary, he took on the added responsibilities as Head of Global Compliance. From November 1992 to September 1993, he was associated with the Chicago, Illinois law firm, Shefsky & Froelich, Ltd. From 1987 to 1992, he was with the law firm Vedder, Price, Kaufman & Kammholz in Chicago, Illinois. He received his Bachelor of Science in Accounting from Indiana University and a Juris Doctor degree from Whittier College School of Law. Mr. Firehammer is also a certified public accountant (inactive).

Menno V. KoopmansRichard K. Carnifax is our Senior Vice President, Global Sales.Operations. He servedjoined us in May 2020 as Managing Director, EMEA from 2018Vice President, Global Supply Chain and in July 2022, he was promoted to August 2019 whenVice President, Operations. In February 2023, he was promoted to his current position. From 2014 to the end of 2017, he was ourposition, Senior Vice President, for subscription broadcasting business in Europe and India where he led the customer transition into smart remote controls. From 2005 until 2013, he was the head of our worldwide consumer business and our One For All® brand.Global Operations. Prior to joining us, from March 2019 until May 2020, Mr. Koopmans worked at Mars, Sony Europe and Royal Philips Electronics in different product, marketing and sales management roles in both fast-moving consumer goods and durable consumer goods categories. Mr. Koopmans received his Master in Science of Business Administration from Erasmus University in Rotterdam, The Netherlands.

Joseph E. Miketo is our Senior Vice President, Operations. Mr. Miketo rejoined us in January 2019 to lead our global manufacturing and operations. He originally joined us in 2008 holding various positions, ultimately advancing to Senior Vice President of Operations by 2013. He has announced his intention to retire on June 30, 2022. Before rejoining us in 2019, heCarnifax was President/COOthe Chief Operating Officer at Cast Nylons, a privately held manufacturer and distributor of cast nylon stock shapes and custom cast parts.
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parts, and was Vice President, Operations at Cast Nylons from November 2017 until March 2019. From 2014 toNovember 2015 until September 2017, Mr. Miketo served as CEO/Presidenthe held various operational roles at Air Enterprises, a privately held manufacturer of specialty air handling equipment. Prior to joining us in 2008,Air Enterprises, Mr. Miketo managed all product development, manufacturingCarnifax spent four years scheduling and planning materials planning for Ranpak,Howden, a manufacturerprovider of high-quality air and distributor of machinesgas handling products and paper packaging materials in North Americaservices to the power, oil and Europe. gas, mining and petrochemical industries. Mr. MiketoCarnifax holds a Bachelor of Arts in Political Science and a Master of Arts in Chemical EngineeringInternational Relations/Business from Rose-Hulman Institutethe University of Technology of Terre Haute, Indiana.Akron.

ITEM 1A. RISK FACTORS

Forward-Looking Statements

We make forward-looking statements in Management's Discussion and Analysis of Financial Condition and Results of Operations and elsewhere in this report based on the beliefs and assumptions of our management and on information currently available to us. Forward-looking statements include information about our possible or assumed future results of operations, which follow under the headings "Business", "Liquidity and Capital Resources", and other statements throughout this report preceded by, followed by or that include the words "believes", "expects", "anticipates", "intends", "plans", "estimates" or similar expressions.

Any number of risks and uncertainties could cause actual results to differ materially from those we express in our forward-looking statements, including the risks and uncertainties we describe below and other factors we describe from time to time in our periodic filings with the SEC. We therefore caution you not to rely unduly on any forward-looking statement. The forward-looking statements in this report speak only as of the date of this report, and we undertake no obligation to update or revise any forward-looking statement, whether as a result of new information, future developments, or otherwise.

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Risks and Uncertainties

We are subject to various risks that could materially and adversely affect our business, results of operations, cash flows, liquidity, or financial condition which make an investment in our securities risky. You should understand that these risks could, in circumstances we may or may not be able to accurately predict, recognize, or control, have a material adverse effect on our business, growth, reputation, prospects, financial condition, operating results (including components of our financial results), cash flows, liquidity and stock price. In addition, these risks could cause results to differ materially from those we express in forward-looking statements contained in this report or in other Company communications, including those we file from time to time with the SEC. These risk factors do not identify all risks that we face; our operations could also be affected by factors, events, or uncertainties that are not presently known to us or that we currently do not consider to present significant risks to our operations. Although the risks are organized by headings, and each risk is discussed separately, many are interrelated. You should not interpret the disclosure of any risk factor to imply that the risk has not already materialized. Because there is no way to determine in advance whether, or to what extent, any present uncertainty will ultimately impact our business, you should give equal weight to each of the following:

Risks Relating to the COVID-19 PandemicEconomic Conditions and Global Events

The global spread of COVID-19 has beenGeneral political and continues to be a complex and rapidly-evolving situation, with governments, public institutions and other organizations imposing or recommending, and businesses and individuals implementing, at various times and to varying degrees, restrictions on various activities or other actions to combat its spread, such as restrictions and bans on travel or transportation, limitations on the size of gatherings, closures of or occupancy or other operating limitations on ports, work facilities, schools, public buildings and businesses, cancellation of events, including sporting events, conferences and meetings, and quarantines and lock-downs. The COVID-19 pandemic and its consequences have and will continue to impacteconomic factors beyond our control could adversely affect our business operations, and financial results. The extentresults of operations. These factors include, but are not limited to, which the COVID-19 pandemic impacts our business, operations,supply chain disruptions, labor shortages, wage pressures, geo-political matters and financial results, including the durationconflicts, rising inflation and magnitude of such effects, will depend on numerous evolving factors that we may not be able to accurately predictpotential economic slowdown or assess, including the duration and scope of the COVID-19 pandemic (including the location and extent of resurgences of the virus, particularly in light of new variants, and the availability of effective treatments or vaccines); and the negative impact the COVID-19 pandemic has on global and regional economies and economic activity, including the duration and magnitude of its impact on unemployment rates and consumer discretionary spending. Because the severity, magnitude and duration of the COVID-19 pandemic are uncertain, rapidly changing, and difficult to predict, the pandemic's impact on our operations and financial performance,recession, as well as its impact on our abilityincreases in costs including fuel and energy costs, foreign currency exchange rate fluctuations, and other matters that influence consumer spending and preferences. Among other events, the invasion of Ukraine by Russia has escalated tensions among the United States, the North Atlantic Treaty Organization ("NATO") and Russia. Conflict in the Middle East has led to successfully execute our business strategydisruption of international shipping lanes, causing shipping delays and initiatives, remains uncertain. As the COVID-19 pandemic continues, the full extent of this outbreakfluctuating freight costs. These conflicts and the resulting sanctions and related governmental, businesscountermeasures could lead to market disruptions, including significant volatility in commodity prices, credit and travel restrictionscapital markets, and supply chain interruptions. Additionally, they have the potential to spread to or exacerbate tensions in orderother countries or regions, leading to contain the COVID-19 pandemic are continuing to evolve globally. Our COVID-19 task force, which includes a cross-functional group of senior-level executives, continues to managenew and respond to the ever-changing health and safety requirements across the globe and communicate our responses and recommended course of action to our global factory and office leaders.
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unanticipated disruptions.

In addition, we continueGlobal markets continued to maintain safety measures for all our employees acrossface threats and uncertain economic and financial market conditions that may also adversely affect the globe as pandemic conditions require, including implementing work-from-home arrangements, restricting travel except where essential and approved in advance, frequent office and factory sanitation, temperature scans upon entry, hand sanitizer stations located throughout our facilities and offices, mask wearing, social distancing measures in gathering places and restricting visitor access. All factories are up to or near labor capacity as of the issuance of this report.

Further, we continue to monitor and follow suggested guidelines by the Centers for Disease Control and Prevention, the World Health Organization, and local governmental orders and recommendations. The continued safety and welfarefinancial condition of our employees will remain at the forefrontcustomers, suppliers and other business partners. Any significant decrease in customers' purchases of our decision-making.

We anticipate that these actions and the global health crisis caused by the COVID-19 pandemic will continueproducts or our inability to negatively impact business activity across the globe, including our business. We expect our sales demand to be negatively impacted into, at least, the first half of 2022 given the global reach and economiccollect accounts receivable resulting from an adverse impact of the COVID-19 pandemic and the various quarantine and social distancing measures put in place to contain the spread of the COVID-19 pandemic. A closure of one of our factories for a sustained period of time would, in the short run, impact our ability to meet customer demand and would negatively impact our results. We have also seen disruptions in our supply chain, due to difficulty in obtaining ICs and substantial delays in the transportation and the onloading and offloading of our product due to significant congestion at ports throughout the world. This, in turn, causes significant congestion in other downstream transportation, such as via trucks and rail. As such, these congestions have caused and continue to cause difficulty and delays in our ability to fulfill customer orders and have resulted in increased logistics costs.

We will continue to actively monitor these situations and may take further actions altering our business operations as necessary or as required by federal, state, or local authorities. The potential effects of any such alterations or modifications mayglobal markets on customers' financial condition could have a material adverse impacteffect on our business, during 2022. Even after the COVID-19 pandemic subsides or effective treatments or vaccines become available,financial condition and results of operations. Additionally, disruptions in financial markets could reduce our access to debt capital markets, negatively affecting our ability to implement our business markets, growth prospects and business model could be materially impacted or altered.strategy.

Risks Relating to Operations

Cybersecurity Issues: Security Breaches,Cybersecurity Incidents, Failure to Maintain the Integrity of and Protect Internal or Customer Data May Result in Faulty Business Decisions, Operational Inefficiencies, Damage to our Reputation and/or Subject Us to Costs, Fines, or Lawsuits
Our business requires collection, processing, and retention of large volumes of internal and sensitive and confidential customer data, including personally identifiable information of our customers in various information systems that we maintain and in those maintained by third parties with whom we contract, to provide services, including in areas such as customer product servicing, human resources outsourcing, website hosting, and various forms of electronic communications. We and third parties who provide services to us also maintain personally identifiable information about our employees. The integrity and protection of that customer, employee, and company data, including proprietary information, is critical to us. If that data is inaccurate or incomplete or inaccessible, we may make faulty decisions. Our customers and employees also have a high expectation that we and our service providers will adequately protect their personal information. Despite the security measures we have in place, our facilities and systems, and those of the retailers, dealers, licensees and other third-party suppliers and vendors with which we do business, may be vulnerable to security breaches, cybercybersecurity threats, attacks or incidents, acts of vandalism or misconduct, computer viruses, misplaced or lost data, programming and/or human errors or other similar events. Any security breachcybersecurity incidents involving the misappropriation, loss or other unauthorized disclosure of confidential customer, employee, supplier or Company information, whether caused by us, an unknown third party, or the retailers, dealers, licensees or other third-party suppliers and vendors with which we do business, could result in losses, severely damage our reputation, expose us to the risks of litigation and liability, disrupt our operations and have a material adverse effect on our business, results of operations and financial condition. As cyber securitycybersecurity threats evolve in sophistication and become more prevalent in numerous industries worldwide, we continue to aim to increase our sensitivity and attention to these threats, seek additional investments and resources to address these threats and enhance the security of our facilities and systems and strengthen our controls and procedures implemented to monitor, protect against and mitigate these threats. The domestic and international legal and regulatory environment related to information security, data collection and privacy is increasingly rigorous and complex, with new and constantly changing requirements applicable to our business. Compliance with these requirements, including the European
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Union's General Data Protection Regulation ("GDPR"), China's newly enacted Personal Information Protection Law ("PIPL") and other domestic (including state law) and international regulations, could result in additional costs and changes to our business practices.

Moreover, we rely heavily on computer systems to manage and operate our business, record and process transactions, and manage, support and communicate with our employees, customers, suppliers, vendors, and other vendors.third parties. Computer systems are important to production planning, finance, company operations and customer service, among other business-critical processes.
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Despite our efforts to prevent disruptions to our computer systems, ourthese systems may be affected by damage, disruption, attack, or interruption from, among other causes, power outages, system failures, computer viruses and other intrusions, including cyber attacks.cybersecurity incidents. Computer hardware and storage equipment that is integral to efficient operations, such as email, telephone and other functionality, is concentrated in certain physical locations in the various continents in which we operate. Additionally, weWe rely on software applications, enterprise cloud storage systems and cloud computing services provided by third-party vendors, and our business may be adversely affected by service disruptions in or security breachescybersecurity incidents related to such systems. Remote work and remote access to our systems has increased, which also increases the risk of cybersecurity incidents on our systems surface. In addition, there has been a global increase in cybersecurity threat volume, frequency, and sophistication driven by the global enablement of remote workforces. Geopolitical tensions or conflicts, such as Russia’s invasion of Ukraine, may further heighten the risk of cybersecurity incidents. We continue to try to mitigate these risks in a number of ways, including through additional investment, engagement of third-party systems.experts and consultants, improving the security of our facilities and systems (including through upgrades to our security and information technology systems), providing training for all employees (with more enhanced or frequent training based on role or responsibility), assessing the continued appropriateness of relevant insurance coverage and strengthening our controls and procedures to monitor, mitigate and respond appropriately to these threats. We carry cyber insurance, and while we have not incurred any material losses due to any failure of or disruptions to our systems, or from any cybersecurity incidents, we cannot be certain that our coverage will be adequate for liabilities actually incurred, that insurance will continue to be available to us on economically reasonable terms, or that any insurer will not deny coverage as to any future claim.

Proprietary Technologies
We produce highly complex products that incorporate leading-edge technology, including hardware, firmware, and software. Firmware and software may contain bugs that may unexpectedly interfere with product operation. There can be no assurance that our testing programs will detect all defects in individual products or defects that may affect numerous shipments. The presence of defects may harm customer satisfaction, reduce sales opportunities, or increase warranty claims and/or returns. An inability to cure or repair such a defect may result in the failure of a product line, temporary or permanent withdrawal of a product or market, damage to our reputation, increased inventory costs, or product re-engineering expenses, any of which may have a material impact on our operating results, financial condition and cash flows.

Technology Changes in Wireless Control and Sensing
We currently derive substantial revenue from the sale of wireless remote controls, sensors and home automation products based on IR and RF and other technologies. Other control technologies exist or may be developed that may compete with thisour technology. In addition, we develop and maintain our own database of IR and RF codes. There are other IR and RF libraries offered by companies that we compete withinwith in the marketplace. The advantage that we may have compared to our competitors is difficult to measure. In addition, if competing wireless control and sensing technology and products gain acceptance and start to be integrated into home electronics devices and home security and automation products, that are currently utilizing our remote controllers and sensors, demand for our products may decrease, resulting in decreased operating results, financial condition and cash flows.

Our Technology Development Activities May Experience Delays
We may experience technical, financial, resource or other difficulties or delays related to the further development of our technologies. Delays may have adverse financial effects and may allow competitors with comparable technology offerings to gain an advantage over us in the marketplace or in the standards setting arena. There can be no assurance that we will continue to have adequate staffing or that our development efforts will ultimately be successful. Moreover, certain of our technologies have not been fully tested in commercial use, and it is possible that they may not perform as expected. In such cases, our business, financial condition and operating results may be adversely affected, and our ability to secure new licensees and other business opportunities may be diminished.

Dependence upon New Product Introduction
Our ability to remain competitive in the video services, consumer electronics, security, home automation, climate control and home appliance markets will depend considerably upon our ability to successfully identify new product opportunities, as well as develop and introduce these products and enhancements on a timely and cost effective basis. There can be no assurance that we will be successful at developing and marketing new products or enhancing our existing products, or that these new or enhanced products will achieve consumer acceptance and, if achieved, will sustain that acceptance. In addition, there can be no assurance that products developed by others will not render our products non-competitive or obsolete or that we will be able to obtain or
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maintain the rights to use proprietary technologies developed by others which are incorporated in our products. Any failure to anticipate or respond adequately to technological developments and customer requirements, or any significant delays in product development or introduction, may have a material adverse effect on our operating results, financial condition and cash flows. In addition,Moreover, the introduction of new products may require significant expenditures for R&D, tooling, manufacturing processes, inventory and marketing. In order to achieve high-volume production of any new product, we may have to make substantial investments in inventory and expand our production capabilities. We cannot be certain that we will recover the costs we incurred in developing new products, investing in inventory, to expandexpanding our production capabilities, or that those new products will be successful.

Dependence on Consumer Preference
We are susceptible to fluctuations in our business based upon consumer demand for our products. In addition, weWe cannot guarantee that increases in demand for our products associated with increases in the deployment of new technology will continue. We believe that our success depends on our ability to anticipate, gauge and respond to fluctuations in consumer preferences. However, it is impossible to predict with complete accuracy the occurrence and effect of fluctuations in consumer demand over a product's life cycle. Moreover, any growth in revenues that we achieve may be transitory and should not be relied upon as an indication of future performance.

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Dependence on Major Customers
The economic strength and weakness of our worldwide customers affect our performance. We sell our wireless control products, AV accessory products, and proprietary technologies to video service providers, OEMs, retailers and private label customers. We also supply our products, accessory products, and technologies to our wholly owned, non-U.S. subsidiaries and to independent foreign distributors, who in turn distribute our products worldwide.

While we generally have a broad and varied customer base, during the years ended December 31, 2023, 2022 and 2021, 2020 and 2019, Comcast CorporationDaikin Industries Ltd. accounted for sales totaling more than 10% of our net sales. During the yearyears ended December 31, 2022 and 2021, Daikin Industries Ltd.Comcast Corporation also accounted for sales totaling more than 10% of our net sales. In addition to these customers, we have some customers that, individually or through their subsidiaries or affiliated partners, purchase a large amount of products from us. Although our broad distribution channels help to minimize the impact of the loss of any one customer, the loss of any of these large individual customers, or our inability to maintain order volume with these customers, may have an adverse effect on our sales, operating results, financial condition and cash flows.

Demand for Consumer Service and Support
We have continually provided domestic and internationalprovide consumer service and support to our retail customers to add overall value and to help differentiate us from our competitors. Certain of our products have more features than others and therefore require more end-user technical support, which may increase our support costs and have an adverse effect on our business, operating results, financial condition and cash flows. We continually review our service and support group and are marketing our expertise in this area to other potential retail customers.

In addition, certain of our products have more features and are more complex than others and therefore require more end-user technical support. In some instances, we rely on distributors or dealers to provide the initial level of technical support to the end-users. We provide the second level of technical support for bug fixes and other issues at no additional charge. Therefore, as the mix of our products includes more of these complex product lines, support costs may increase, which may have an adverse effect on our business, operating results, financial condition and cash flows.Manufacturing Risks

Dependence on Foreign Manufacturing
Although weWe operate factories in the PRC, Brazil andVietnam, Mexico and expect to commence manufacturing operations in a new factory in Vietnam in the third quarter of 2022,Brazil. In addition, we utilize third-party manufacturers located in Asia continue to manufacture a portion of our products. We believe that the loss of any one or more of ourthese third-party manufacturers would not have a long-term material adverse effect on our business, results of operations and cash flows, because numerous other manufacturers are available to fulfill our requirements; however, the loss of any of our major third-party manufacturers may adversely affect our business, operating results, financial condition and cash flows until alternative manufacturing arrangements are secured.

UseU.S.-China Trade and Supply Chain Compliance Risks
In recent years, U.S.-China trade and investment has become subject to additional regulatory conditions and restrictions, including restrictions on certain imports and exports, increased tariffs, inbound and outbound investment restrictions, and enhanced prohibitions targeting the use of Third-Party Employment Agencies
We utilize the services of third-party employment or labor agencies to provide us with staff to support our production activities. While we require these agencies to adhere to our Supplier Code of Conduct, which among other things prohibits forced labor in any mannersupply chains. Political leaders, regulatory agencies and requireslegislators have also increased their focus on enforcing these rules and monitoring companies’ compliance. We maintain policies and procedures designed to ensure compliance with these rules, and we do not believe that these rules or our efforts to comply with them to treat all employees with respectmaterially impact our business, but it is possible that these restrictions, tariffs and dignity, use of these third-party agencies has come under worldwide scrutiny. In October 2021, Reuters published an article indicating that individuals from China's Uyghur minority, originally resident in the Xinjiang Uyghur Autonomous Region of China ("XUAR"), were working in a factory operated by our Chinese subsidiary, Gemstar Technology (Qinzhou) Co. Ltd. ("Gemstar"). The article alleged that the presence of these workers in our factory was indicative of "a transfer program described by some rights groups as forced labor." These workers were employed, managed by and provided to Gemstar by a third-party employment agency. As a result of this article, we commissioned two separate audits. Both audits confirmed that there were no indicia of forced labor or any other violations of human rightsrelated government initiatives will expand and that Gemstar compensated these individuals for their work at the same rates as workers of other ethnicities who had comparable skillseffect our business will become more onerous, and roles and at a levelwe cannot be certain that was above the local minimum wage. Although our review did not identify any instancescompliance efforts will in which individuals were obliged or in any other way forced to work at the Gemstar factory or were paid less than their promised wage, Gemstar terminated its relationship with that agency, ended its arrangement with these workers, and paid all outstanding wages and severance directly and individually to each of the workers in question.cases be successful.

Shortly after publication ofIn the Reuters article, three U.S. Senators heading the U.S. Senate Foreign Affairs Committee (the "Committee") jointly wrote to us seeking information regarding these workers and the terms of their work at our Gemstar factory. We cooperated fully with the Committee's inquiry and provided the Committee with timely and complete responses to all of its questions.

Nonetheless, the perception that we or an entity affiliated with us might have had associations with a program described by some as involving forced labor could result in reputational damage as well as lost revenue. To date, as a result of this perception, one customer has put further business with us on hold. Should additional customers cease doing business with us, the loss of revenue could become material, which would have an adverse effect on our business, results of operations and financial condition.
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Legislation Pertaining to Forced Labor
On December 23, 2021, President Biden signedUnited States, among other relevant restrictions, the Uyghur Forced Labor Prevention Act (the "UFLPA") which is to take effect on June 21, 2022. The UFLPA creates a rebuttable presumption that all goods produced or manufactured, even partially, in XUAR,the PRC’s Xinjiang Uyghur Autonomous Region ("XUAR") were made with forced labor and, therefore, would not be allowed entry at U.S. ports. Importers will beare required to present clear and convincing evidence that goods from the XUAR are not made with forced labor. Under the law, U.S. Customs and Border Protection is tasked with developing targeting and enforcement strategies, the details of which are yet to be finalized. The UFLPA also builds on prior legislation, such as 2020's Uyghur Human Rights Policy Act (the "UHRPA") by expanding the UHRPA's authorization of sanctions to cover foreign individuals responsible for human rights abuses related to forced labor. While we do not sourceauthorize
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the sourcing of any product from the XUAR and have increased actions to ensure our entire supply chain is free of any products made with forced labor, there is nonetheless a risk, particularly in light of prior media allegations aboutand government inquiries focusing on our subsidiary Gemstar and Uyghur individuals previously working at its facilities in non-XUAR locations in China, that our business, results of operations and financial condition could be adversely affected by the UFLPA, the UHRPA and related regulatory requirements and enforcement activity.

The U.S. government has also recently expanded regulatory and enforcement activity, or related to a long-existing ban on U.S. importation of products produced with forced labor. Section 307 of the U.S. Tariff Act of 1930, as amended ("Section 307") prohibits U.S. importation of goods that are produced or manufactured, wholly or in part, in any non-U.S. country by forced or indentured labor. While we do not believe we or any of our affiliates have used forced labor, andcustomer concerns. Gemstar has terminated its relationship with the third-party labor agency that engaged these workers, ended its arrangement with thesethe workers in question, and paid all outstanding wages and severance directly and individually to each of these workers,workers; further, we cannot guaranteebelieve that the relevant U.S.we have addressed all outstanding questions from government authorities will not decide thatconcerning this matter. Nonetheless, our reliance on international supply chains involves a risk of adverse effects to our business, including from government restrictions and enforcement efforts.

Among other things, we utilize third-party suppliers as well as third-party employment or labor agencies to provide us with staff to support our production activities. While we require these suppliers and agencies to adhere to our Supplier Code of Conduct, which among other things prohibits forced labor existsin any manner and requires them to treat all employees with respect and dignity, use of third-party agencies has come under worldwide scrutiny. If a supplier or existedthird-party labor agency were to engage in the manufacturingactual or apparent non-compliance with our Supplier Code of our products or in our supply chain and, pursuant to Section 307, prohibitConduct or otherwise penalize U.S. imports of certain of our products, which would have an adverse effect onviolate applicable laws or regulations, this could create compliance challenges for us and adversely affect our business results of operations and financial condition. In addition, if any new legislation or regulatory action that imposes additional restrictions or requirements on importation with respect to alleged use of forced labor were to be enacted in the United States or in other regions where we do business, our business, results of operations and financial condition could be adversely affected.customer relationships.

Dependence upon Key Suppliers
We continue to operate in a supply-constrained environment, and we are heavily dependent on third-party suppliers and their ability to deliver sufficient quantities of key components and products at reasonable prices and in time for us to meet schedules for the delivery of our products and services. Most of the components used in our products are available from multiple sources. However, we purchase integrated circuits ("ICs") used principally in our wireless control products, from a small number of key suppliers. To reduce our dependence on our integrated circuitIC suppliers we continually seek additional sources. We maintain inventories of our integrated circuits,ICs, which may be used in part to mitigate, but not eliminate, delays resulting from supply interruptions.

We Further, we have identified alternative sources of supply for our integrated circuit,ICs, component parts, and finished goods needs;goods; however, there can be no assurance that we will be able to continue to obtain these inventory purchases on a timely basis.basis or in the quantities we need. Any extended interruption, shortage or termination in the supply of any of the components used in our products, or a reduction in their quality or reliability, or a significant increase in prices of components, would have an adverse effect on our operating results, financial position and cash flows.

From time to time, we may obtain components from a single source due to technology, availability, price, quality or other considerations. New products that we introduce may utilize custom components obtained initially from only one source until we have determined whether there is a need for additional suppliers. Replacing a single-source supplier could delay production of some products as replacement suppliers may be subject to capacity constraints or other output limitations. For some components, alternative sources may not exist or may be unable to produce the quantities necessary to satisfy our requirements. The loss of, deterioration of our relationship with, or limits in allocation by, a single-source supplier, could adversely affect our business and financial performance.

Difficulty in Ordering ICsIntegrated Circuits and Increases in Commodities and Freight Costs Have Adversely Affected and Will Continue to Adversely Affect Our Business.Business
We continue experiencinghave experienced difficulty in ordering ICs for future usein the recent past and thatthis difficulty is expected tocould continue through at least mid to late 2022. The global shortage of ICs is affecting a multitude of industries and we expect it to continue to adversely affect our business.in the future. While we are identifyinghave identified other sources of ICs and are taking other production and inventory control steps in order to mitigate the effects caused by this shortage,these types of shortages, we cannot guarantee that we will findthe alternative sources towill meet our short- and longer-term IC needs and/or without experiencing increases in the prices we pay for these components. If we are not able to find these alternative sources of ICs or are not able to purchase sufficient quantities of ICs from our current and alternative suppliers, we may not be able to produce sufficient quantities of products to meet our customers' demands. This, in turn, may affect our ability to meet our quarterly revenue targets and otherwise adversely affect our business. In addition, many of our products are paired with certain of our customers' products, like set-top boxes and televisions. If those customers are not able to obtain sufficient quantities of ICs for their products, their demand for our products may decrease. Also, we are beginningcontinuing to experience increases in commodities and freight costs which couldhave and may continue to adversely affect our margins. Further,At the same time, in order to secure components for our products or services, we have and may incur additional freight costscontinue to meet the delivery demandsmake advance payments to suppliers and/or enter into non-cancelable commitments with suppliers. We have and may continue to strategically purchase ICs and other key components in advance of our customers.demand to take advantage of favorable pricing or to address concerns about future availability. If we fail to anticipate customer demand properly or if customer changes its demand significantly, a temporary "oversupply" could result in excess or obsolete components.

Transportation Costs and Impact of Oil Prices
We ship products from our factories and foreign manufacturers via ocean and air transport. It is sometimes difficult to forecast swings in demand or delays in production and, as a result, products may be shipped via air which is more costly than ocean shipments. We typically cannot recover the increased cost of air freight from our customers. Additionally, tariffs and other
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export fees may be incurred to ship products from foreign manufacturers to the customer. The inability to predict swingsThese increases in
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demand or delays in production may increase the cost of freight which costs and tariffs may have a material adverse effect on our product margins.

In addition, we We also have an exposure to oil prices in two forms. The first is in the prices of oil-based materials in our products, which are primarily the plastics and other components that we include in our finished products. The second is in the cost of delivery and freight, which would be passed on by the carriers that we use in the form of higher rates. Rising oil prices may have an adverse effect on cost of sales and operating expenses. In fact, we have already seenexpenses, and Russia's invasion of Ukraine may continue to create uncertainty in oil price increases immediately afterprices. Conflict in the invasion by Russia into Ukraine.Middle East may produce continued or increased disruptions to international shipping and fluctuating freight costs.

Disruptions Caused by Labor Disputes or Organized Labor Activities Could Materially Harm our Business and Reputation
Currently, approximately 1,700800 of our Brazil and Mexico employees are represented by labor unions. Additionally, approximately 400 of our Vietnam employees are covered by a collective bargaining agreement. Disputes with the current labor unions or new union organizing activities could lead to production slowdowns or stoppages and make it difficult or impossible for us to meet scheduled delivery times for product shipments to some of our customers, which could result in a loss of business and material damage to our reputation. In addition, union activity and compliance with international labor standards could result in higher labor costs, which could have a material adverse effect on our financial position and results of operations.

Leased Property
We lease all of the properties used in our business. We can give no assurance that we will enter into new or renewal leases, or that, if entered into, the new lease terms will be similar to the existing terms or that the terms of any such new or renewal leases will not have a significant and material adverse effect on our operating results, financial condition and cash flows.

Competition
Competition within the wireless control industryindustries we serve is based primarily on product availability, price, speed of delivery, ability to tailor specific solutions to customer needs, quality, and depth of product lines. Our competition is fragmented across our products, and, accordingly, we do not compete with any one company across all product lines. We compete with a variety of entities, some of which have greater financial resources. Other competitors are smaller and may be able to offer more specialized products. Our ability to remain competitive in this industry depends in part on our ability to successfully identify new product opportunities, develop and introduce new products and enhancements on a timely and cost effectivecost-effective basis, as well as our ability to successfully identify and enter into strategic alliances with entities doing business within the industries we serve. Competition in any of these areas may reduce our sales and adversely affect our earnings or cash flow by resulting infrom decreased sales volumes, reduced prices and increased costs of manufacturing, distributing and selling our products. There can be no assurance that our product offerings will be, and/or will remain, competitive or that strategic alliances, if any, will achieve the type, extent, and amount of success or business that we expect them to achieve. The sales of our products and technology may not occur or grow in the manner we expect, and thus we may not recoup costs incurred in the R&D of these products as quickly as we expect, if at all. Some customers may elect to engage a second source to manufacture the same product, and there is no guarantee that these customers will maintain the volume that was initially allocated to us throughout the product life cycle.

The home security and automation industry is highly fragmented and subject to significant competition and pricing pressures. In particular, the monitored security industry providers have highly recognized brands which may drive increased awareness of their security/automation offerings rather than ours, have access to greater capital and resources than us, and may spend significantly more on advertising, marketing and promotional resourcesactivities which could have a material adverse effect on our ability to drive awareness and demand for our products and services. In addition, video service providers have expanded into the monitored security industry and are bundling their existing offerings with monitored security services. We also face competition from DIY companies that are increasingly providing products which enable customers to self-monitor and control their environments without third-party involvement. Further, DIY providers may also offer professional monitoring with the purchase of their systems and equipment or new IoT devices and services with automated features and capabilities that may be appealing to customers. Continued pricing pressure, improvements in technology and shifts in customer preferences towards self-monitoring or DIY could adversely impact our customer base and/or pricing structure and have a material adverse effect on our business, financial condition, results of operations and cash flows.

Change in Competition and Pricing
Even with having our own factories, we will continue to rely on third-party manufacturers to build a portion of our universal wireless control products. Price is always an issue in winning and retaining business. If customers become increasingly price sensitive, new competition may arise from manufacturers who decide to go into direct competition with us or from current competitors who perform their own manufacturing. If such a trend develops, we may experience downward pressure on our pricing or lose sales, which may have a material adverse effect on our operating results, financial condition and cash flows.

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Strategic Business Transactions
We have historically made strategic acquisitions of businesses in industries adjacent to our core business and will likely acquire additional businesses in the future as part of our long-term growth strategy. The success of future acquisitions depends in large
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part on our ability to integrate the operations and personnel of the acquired companies and manage challenges that may arise as a result of the acquisitions, particularly when the acquired businesses operate in new or foreign markets. In the event we do not successfully integrate such future acquisitions into our existing operations so as to realize the expected return on our investment, our results of operations, cash flow or financial condition could be adversely affected.

Recruitment and Retention of Talent and Key Employees
In order to be successful, we must attract, hire, retain, train, motivate, and develop qualified executives, engineers, technical staff and other key employees. Identifying, developing internally or hiring externally, training and retaining qualified executives, engineers and qualified sales representatives are critical to our future, and competition for experienced employees in the technology industry can be intense as employees' expectations of compensation, benefits and work flexibility continue to increase. Equity-based compensation can be important to attracting and retaining qualified employees and lack of positive performance in our stock price may adversely affect our ability to attract or retain key employees. In addition, workforce dynamics are constantly evolving in all regions, and we may not be able to manage changing workforce dynamics successfully.

Risks Related to Doing Business in the PRC

Presently, we manufacture a majoritymany of our products in our factories in the PRC. Additionally, many of our contract manufacturers are located in the PRC. DoingIn addition to the other risks identified herein, doing business in the PRC carries a number of risks including the following:

The Fluctuation of the Chinese Yuan Renminbi May Harm Your Investment.Adversely Impact Our Manufacturing Costs
Under Chinese monetary policy, the Chinese Yuan Renminbi is permitted to fluctuate within a managed band against a basket of certain foreign currencies and has resulted in increased volatility in the exchange rate of the Chinese Yuan Renminbi against the U.S. Dollar. While the international reaction to the Chinese Yuan Renminbi revaluation has been positive, there remains international pressure on the PRC government to adopt an even more flexible currency policy, which may result in a further and moreAny significant appreciation of the Chinese Yuan Renminbi against the U.S. Dollar which could lead to higher manufacturing costs for our products.

Availability of Adequate Workforce Levels
Presently, the vast majoritya portion of workers at our PRC factories are obtained from third-party employment agencies. As the labor laws, social insurance and wage levels continue to grow and the workers become more sophisticated, our costs to employ these and other workers in the PRC may grow beyond that anticipated by management.

Some of our key customers have demanded that we reduce the percentage of workers sourced from third-party employment agencies, which may also lead to increased costs in recruitment, retention and compliance. While we have already experienced increases in labor rates in the PRC, as the PRC market continues to open up and grow, we may experience an increase in competition for the same workers, resulting in either an inability to attract and retain an adequate number of qualified workers or an increase in our employment costs to obtain and retain these workers.

Changes in the Policies of the PRC Government May Have a Significant Impact Upon the Business We May Be Able to Conduct in the PRC and the Profitability of Such Business.
Our business operations may be adversely affected by the current and future political environment in the PRC. The government of the PRC has exercised and continues to exercise substantial control over virtually every sector of the Chinese economy, through regulation and state ownership. Our ability to operate in the PRC may be adversely affected by changes in Chinese laws and regulations, including those relating to taxation, labor and social insurance, import and export tariffs, raw materials, environmental regulations, land use rights, property and other matters. Additionally, in light of recent geo-political tensions and competing territorial claims, the PRC's relationships with other countries or governments could grow more complex or openly adversarial, potentially leading to far-reaching market disruptions. Potential conflict across the Taiwan Strait or between the PRC and other countries or governments could cause a significant adverse effect to our business, and could lead to a disruption in our ability to operate in or source from the PRC.

The PRC Laws and Regulations Governing Our Current Business Operations are Sometimes Vague and Uncertain. Any Changes in Such PRC Laws and Regulations May Harm Our Business.Uncertain
There are substantial uncertainties regarding the interpretation and application of PRC laws and regulations, including but not limited to the laws and regulations governing our business, or the enforcement and performance of our arrangements with customers in the event of the imposition of statutory liens, death, bankruptcy and criminal proceedings.customers. We cannot predict what effect the interpretation of existing or new PRC laws or regulations may have on our business. If the relevant authorities find that we are in violation of PRC laws or regulations, they would have broad discretion in dealing with such a violation, including, without limitation: levying fines; revoking our business and other licenses; requiring that we restructure our ownership or operations; and requiring that we discontinue any portion or all of our business.

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The PRC's Legal and Judicial System May Not Adequately Protect Our Business and Operations and the Rights of Foreign Investors.Investors
The PRC legal and judicial system may negatively impact foreign investors, with inconsistent enforcement of existing laws inconsistent.laws. In addition, the promulgation of new laws, changes to existing laws and the pre-emptionpreemption of local regulations by national laws may adversely affect foreign investors.

Risks Relating to Regulation and Legal

Certain Regulatory and Financial Risks Related to Climate Change
Growing concerns about climate change may result in the imposition of additional regulations or restrictions to which we may become subject. A number of governments or governmental bodies have introduced or are contemplating regulatory changes in response to climate change, including regulating greenhouse gas emissions. The outcome of new legislation or regulation in the U.S. and other jurisdictions in which we operate may result in new or additional requirements, additional charges to fund energy efficiency activities, and fees or restrictions on certain activities. Compliance with these climate change initiatives may
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also result in additional costs to us, including, among other things, increased production costs, additional taxes, reduced emission allowances or additional restrictions on production or operations.us. Any adopted future climate change regulations could also negatively impact our ability to compete with companies situated in areas not subject to such limitations. Even without such regulation, increased public awareness and adverse publicity about potential impacts on climate change emanating from us or our industry could harm us. We may not be able to recover the cost of compliance with new or more stringent laws and regulations, which could adversely affect our results of operations, financial position or cash flows. Ultimately, the impacts of climate change, whether involving physical risks or transition risks are expected to be widespread and unpredictable and may materially adversely affect our business and financial results.

Significant Developments From Potential Changes in U.S. Trade Policies Could Have a Material Adverse Effect On Us
The U.S. government implemented additional tariffs on certain goods imported from the PRC. We manufacture a substantial amount of our products in the PRC and are presently subject to these additional tariffs and will remain so until the tariff lists are altered. These tariffs, and other governmental action relating to international trade agreements or policies, may adversely impact demand for our products, our costs, customers, suppliers and/or the U.S. economy or certain sectors thereof and, as a result, adversely impact our business. These additional tariffs may cause us to increase prices to our customers which may reduce demand, or, if we are unable to increase prices, result in lowering our margin on products sold. It remains unclear what the U.S. or foreign governments will or will not do with respect to tariffs, international trade agreements and policies on a short-term or long-term basis. We cannot predict future trade policy or the terms of any renegotiated trade agreements and their impacts on our business. The adoption and expansion of trade restrictions, the occurrence of a trade war, or other governmental action related to tariffs or trade agreements or policies has the potential to adversely impact demand for our products, our costs, our customers, our suppliers, and the U.S. economy, which in turn could adversely impact our business, financial condition and results of operations.

As a result of these tariffs and other governmental action, we moved production of many of our products destined for the U.S. to Mexico, Vietnam and a third-party manufacturing partner outside of the PRC.

Policy Changes Affecting International Trade Could Adversely Impact the Demand for Our Products and Our Competitive Position
Due to the international scope of our operations, changes in government policies on foreign trade and investment may affect the demand for our products and services, impact the competitive position of our products or prevent us from being able to sell products in certain countries. Our business may benefit from free trade agreements. Efforts to withdraw from or substantially modify such agreements or the implementation of more restrictive trade policies such as more detailed inspections, higher tariffs, import or export licensing requirements, exchange controls or new barriers to entry, could have a material adverse effect on our results of operations, financial condition or cash flow and that of our customers, vendors and suppliers.

Additionally, the United Kingdom's exit from the European Union has caused and may continue to cause significant volatility in global stock markets, currency exchange rate fluctuations and global economic uncertainty. The United Kingdom and the European Union entered into a free trade agreement that now governs the relationship between the United Kingdom and the European Union. While the United Kingdom and the European Union can generally continue to trade with each other without the imposition of tariffs for imports and exports, there are new customs requirements that require additional documentation and data, and there are also new controls on the movement and reporting of goods. Although we have not experienced any material disruption in our business as a result of the United Kingdom's exit from the European Union, we do not know the extent that this exit and the free trade agreement will ultimately have on the business and regulatory environment in the United Kingdom, the rest of the European Union or other countries, although it is possible there will be tighter controls and administrative requirements for imports and exports between the United Kingdom and the European Union or other countries, as well as increased regulatory complexities. Any of these factors could adversely impact customer demand, our relationships with customers and suppliers and our results of operations.

Risks and Uncertainties Associated with Our Expansion Into and Our Operations Outside of the United States May Adversely Affect Our Results of Operations, Cash Flow, Liquidity or Financial Condition
Our international operations and resulting revenues, continue to grow, making up a significant part of our current business and future strategic plans. We presently operate factories in the PRC, BrazilVietnam, Mexico and Mexico,Brazil, engineering centers in India, Korea and Japan and rely on third-party manufacturers located in Asia. In addition, we expect to commence manufacturing operations in Vietnam in the third quarter of 2022. As a result, weWe are increasingly exposed to the challenges and risks of doing business outside the United States, which could reduce our revenues or profits, increase our costs, result in significant liabilities or sanctions, or otherwise disrupt our business. These challenges include: (1) compliance with complex and changing laws, regulations and policies of governments that may impact our operations, such as foreign ownership restrictions, import and export controls, tariffs, and trade restrictions; (2) compliance with U.S. and foreign laws that affect the activities of companies abroad, such as anti-corruption laws, competition laws, currency regulations, and laws affecting dealings with certain nations; (3) limitations on our ability to repatriate non-U.S. earnings in a tax effective manner; (4) the difficulties involved in managing an organization doing business in many different countries; (5) uncertainties as to the enforceability of contract and intellectual property rights
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property rights under local laws; (6) rapid changes in government policy, political or civil unrest, acts of terrorism, or the threat of international boycotts or U.S. anti-boycott legislation; and (7) currency exchange rate fluctuations.

We are also exposed to risks relating to U.S. policy with respect to companies doing business in foreign jurisdictions, and as such we are subject to a variety of taxes in the U.S. (federal, state, and local) and numerous foreign jurisdictions. We may recognize additional tax expense and be subject to additional tax liabilities due to changes in laws, regulations, administrative practices, principles, and interpretations related to tax, including changes to the global tax framework, competition, and other laws and accounting rules in various jurisdictions. Such changes could come about as a result of economic, political, and other conditions. Our tax expense and liabilities are also affected by other factors, such as changes in our business operations, acquisitions, investments, entry into new businesses and geographies, intercompany transactions, the relative amount of our foreign earnings, losses incurred in jurisdictions for which we are not able to realize related tax benefits, the applicability of special tax regimes, changes in foreign currency exchange rates, changes in our stock price, and changes in our deferred tax assets and liabilities and their valuation. Significant judgment is required in evaluating and estimating our tax expense and liabilities. In the ordinary course of our business, there are many transactions and calculations for which make the ultimate tax determination is uncertain.

We are also currentlybecome subject to tax controversies in various jurisdictions at various times, and these jurisdictions may assess additional tax liabilities against us. Developments in an audit, investigation, or other tax controversy could have a material effect on our operating results or cash flows in the period or periods for which that development occurs, as well as for prior and subsequent periods. We regularly assess the likelihood of an adverse outcome resulting from these proceedings to determine the adequacy of our tax accruals. Although we believe our tax estimates are reasonable, the final outcome of audits, investigations, and any other tax controversies could be materially different from our historical tax accruals.

Failure by Our International Operations to Comply With Anti-Corruption Laws or Trade Sanctions Could Increase Our Costs, Reduce Our Profits, Limit Our Growth, Harm Our Reputation, or Subject Us to Broader Liability
We are subject to restrictions imposed by the U.S. Foreign Corrupt Practices Act and anti-corruption laws and regulations of other countries applicable to our operations, such as the U.K. Bribery Act. Anti-corruption laws and regulations generally prohibit companies and their intermediaries from making improper payments to government officials or other persons in order to receive or retain business. These laws also require us to maintain adequate internal controls and accurate books and records. We have properties and do business in many parts of the world where corruption is common, and our compliance with anti-corruption laws may potentially conflict with local customs and practices. The compliance programs, internal controls and policies we maintain and enforce to promote compliance with applicable anti-bribery and anti-corruptionthese laws may not prevent our associates,employees, contractors or agents from acting in ways prohibited by these laws and regulations. We are also subject to trade sanctions administered by the U.S. Office of Foreign Assets Control and the U.S. Department of Commerce, and other U.S. government agencies, and authorities in other countries where we do business. Our Global Compliance Department, compliance programs, and internal control policies and procedures may not prevent conduct that is prohibited under these rules. The United States or other countries may impose additional sanctions at any time against any country in which or with whom we do business. Depending on the nature of the sanctions imposed, our operations in the relevant country could be restricted or otherwise adversely affected. Any violations of anti-corruption laws and regulations or trade sanctions could result in significant civil and criminal penalties, reduce our profits, disrupt or have a material adverse effect on our business or damage our reputation or result in lawsuits or regulatory actions being brought against us or our officers or directors. In addition, the operation of these laws and regulations or an imposition of further restrictions in these areas could increase our cost of operations, reduce our profits or cause us to forgo development opportunities or limit certain business operations that would otherwise support growth.

We are Subject to a Wide Variety of Complex Domestic and Foreign Laws and Regulations
We are subject to a wide variety of complex domestic and foreign laws and regulations, and legal compliance risks, including securities laws, tax laws, employment and pension-related laws, competition laws, U.S. and foreign export and trading laws, laws governing improper business practices, and health, safety and environmental laws and regulations. These laws and regulations not only govern our current operations and products, but could also impose liability on us for our past operations.

From time to time, our Company, our operations and the industries in which we operate are being reviewed or investigated by regulators, which may lead to enforcement actions or the assertion of private litigation claims and damages. Our costs to respond to any investigation or to comply with these laws and regulations may increase as these requirements become more stringent in the future, and these increased costs may adversely affect our results of operations, cash flow or financial condition.

Although we believe that we have adopted appropriate risk management and compliance programs to mitigate these risks, the global and diverse nature of our operations means that compliance risks will continue to exist. Investigations, examinations and other proceedings, the nature and outcome of which cannot be predicted, will likely arise from time to time. These investigations, examinations and other proceedings may subject us to significant liability and require us to make significant
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accruals or pay significant settlements, fines and penalties, which may have a material adverse effect on our results of operations, cash flows or financial condition.
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Patents, Trademarks, and Copyrights
We have numerous patents, trade secrets, trademarks, trade names, and know-how that are valuable to our business. However, the procedures by which we identify, document, and file for patent, trademark, and copyright protection are based solely on engineering and management judgment, with no assurance that a specific filing will be issued, or if issued, will deliver any lasting value to us. Because of the rapid innovation of products and technologies that is characteristic of our industry, there can be no assurance that rights granted under any patent will provide competitive advantages to us or will be adequate to safeguard and maintain our proprietary rights. We further believe that while our business is not materially dependent upon any single patent, trade secret, trademark, trade name, copyright, or know-how, we do have "families" of patents that are interrelated, which if patents within these "families" are determined to be invalid or unenforceable, could have a detrimental effect on our business. Despite our efforts to protect such intellectual property and other proprietary information from unauthorized use or disclosure, third parties may attempt to disclose, obtain or use our intellectual property and information without our authorization. Although we rely on the patent, trademark, trade secret and copyright laws of the United States and other countries to protect our intellectual property rights, the laws of some countries may not protect such rights to the same extent as the laws of the United States. Unauthorized use of our intellectual property by third parties, the failure of foreign countries to have laws to protect our intellectual property rights, or an inability to effectively enforce such rights in foreign countries could have an adverse effect on our business.

In addition, as is typical in our business, third parties (including non-practicing entities ("NPEs")) may challenge the validity of our patents. In the event that such challenges prove successful, the value of our patents may decline which, in turn, could have an adverse effect on our business.

Further, some of our products include or use technology and/or components of third parties. While it may be necessary in the future to seek or renew licenses relating to various aspects of such products, we believe that, based upon past experience and industry practice, such licenses may be obtained on commercially reasonable terms; however, there can be no guarantee that such licenses may be obtained on such terms or at all. Because of technological changes in the wireless and home control industry, current extensive patent coverage, and the rapid rate of issuance of new patents, it is possible certain components of our products and business methods may unknowingly infringe upon the patents of others.

Potential for Litigation
As is typical in our industry and for the nature and kind of business in which we are engaged, from time to time various claims, charges and litigation are asserted or commenced by third parties against us or by us against third parties, arising from or related to product liability, infringement of patent or other intellectual property rights, breach of warranty, contractual relations or employee relations. The amounts claimed may be substantial, but they may not bear any reasonable relationship to the merits of the claims or the extent of any real risk of court awards assessed against us or in our favor.

If a customer or third party believes that he or she has suffered harm to person or property due to an actual or alleged security system failure, he or she (or their insurers) may pursue legal action against us, and the cost of defending the legal action and of any judgment against us could be substantial. In particular, because some of our products and services are intended to help protect lives and real and personal property, we may have greater exposure to litigation risks than businesses that provide other consumer and small business products and services. While our customer contracts contain a series of risk-mitigation provisions that are aimed at limiting our liability and/or limiting a claimant's ability to pursue legal action against us, in the event of litigation with respect to such matters it is possible that these risk-mitigation provisions may be deemed not applicable or unenforceable and, regardless of the ultimate outcome, we may incur significant costs of defense that could materially and adversely affect our business, financial condition, results of operations and cash flows.

Environmental Matters
Many of our products are subject to various federal, state, local and international laws governing chemical substances in products, including laws regulating the manufacture and distribution of chemical substances and restricting the presence of certain substances in electronics products. In addition, many of these laws and regulations make producers of electrical goods responsible for collection, recycling, treatment and disposal of recovered products. As a result, we may face significant costs and liabilities in complying with these laws and any future laws and regulations or enforcement policies that may have a material adverse effect upon our operating results, financial condition, and cash flows. In addition, our operations, supply chain and our products are expected to become increasingly subject to federal, state, local and foreign laws, regulations, and international treaties relating to climate change, such as climate disclosure, carbon pricing or product energy efficiency requirements, requiring us to comply or potentially face market-access limitations or other sanctions including fines. We strive to continually improve the energy and carbon efficiency of our operations, supply chain and product portfolio and deliver more cost-effective and lower carbon technology solutions to our customers.

Regulations Related to the Use of Conflict-Free Minerals May Increase Our Costs and Expenses, and an Inability to Certify that Our Products are Conflict-Free May Adversely Affect Customer Relationships
The Dodd-Frank Wall Street Reform and Consumer Protection Act contains provisions to improve the transparency and accountability of the use by public companies in their products of minerals mined in certain countries and to prevent the sourcing of such "conflict" minerals. As a result, the SEC enacted annual disclosure and reporting requirements for public
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sourcing of such "conflict" minerals. As a result, the SEC enacted new annual disclosure and reporting requirements for public companies that use these minerals in their products, which apply to us. Under the final rules, we are required to conduct due diligence to determine the source of any conflict minerals used in our products and to make annual disclosures in filings with the SEC. Because our supply chain is broad-based and complex, we may not be able to easily verify the origins for all minerals used in our products. In addition, the new rules may reduce the number of suppliers who provide components and products containing conflict-free minerals and thus may increase the cost of the components used in manufacturing our products and the costs of our products to us. Any increased costs and expenses may have a material adverse impact on our financial condition and results of operations. Further, if we are unable to certify that our products are conflict free, we may face challenges with our customers, which may place us at a competitive disadvantage, and our reputation may be harmed.

The Prominence and Evolution on Disclosures related to ESG Matters May Expose Us to Certain Performance and Reputational Risks
We have established certain ESG goals and reporting of ESG data. Our failure to adequately update, accomplish or accurately track and report on these goals on a timely basis, or at all, could adversely affect our reputation, financial performance and growth and expose us to increased scrutiny from the investment community, special interest groups and enforcement authorities. Standards for tracking and reporting ESG matters continue to evolve. Methodologies for reporting ESG data may be updated and previously reported ESG data may be adjusted to reflect improvement in availability and quality of third-party data, changing assumptions, changes in the nature and scope of our operations and other changes in circumstances. Our processes and controls for reporting ESG matters relating to our operations and supply chain are evolving along with various standards for identifying, measuring, and reporting ESG metrics, including ESG-related disclosures that may be required by the SEC, European and other regulators, and such standards may change over time. If our ESG practices do not meet evolving investor or other stakeholder expectations and standards, then our reputation or our attractiveness as an investment, business partner, service provider or employer could be negatively impacted.

Risks Relating to Finance

Growth Projections
Management has made projections required for the preparation of financial statements in conformity with accounting principles generally accepted in the United States ("U.S. GAAP") regarding future events and the financial performance of the Company, including those involving:

the benefits the Company expects as a result of the development and success of products and technologies, including new products and technologies;
the benefits expected by conducting business in Asian and Latin American markets, without which, we may not be able to recover the costs we incur to enter into such markets;
new contracts with new and existing customers and new market penetrations;
the expected continued adoption of the Company's technologies in gaming consoles, mobile devices, and other home entertainment and control devices;
the expected continued growth in digital TVs, DVRs, PVRs and overall growth in the Company's industry;
the impact competitors and OTT providers may have on our business; and
the effects we may experience due to current global and regional economic conditions.

Actual events or results may be unfavorable to management's projections, which may have a material adverse effect on our projected operating results, financial condition and cash flows.

Additionally, we have goodwilllong-lived and intangible assets recorded on our consolidated balance sheet. We periodically evaluate the recoverability of the carrying value of our goodwill and intangibleassess these assets for impairment whenever events or changes in circumstances indicate that suchthe fair value may not be recoverable.below its carrying value. Factors considered important that may trigger said assessment include, among others, a significant adverse change in legal factors or in business climate, a decline in macroeconomic conditions, a significant decline in our financial performance or a significant decline in the price of our common stock for a sustained period of time. Impairment assessment involves judgment as to assumptions regarding future sales and cash flows and the impact of market conditions on those assumptions. Future events and changing market conditions may impact our assumptions and may result in changes in our estimates of future sales and cash flows that may result in us incurring substantial impairment charges, which would adversely affect our results of operations or financial condition.

Market Projections and Data are Forward-looking in Nature.Nature
Our strategy is based on our own projections and on analyst, industry observer and expert projections, which are forward-looking in nature and are inherently subject to risks and uncertainties. The validity of their and our assumptions, the timing and scope of the markets within which we compete, economic conditions, customer buying patterns, the timeliness of equipment development, pricing of products, and availability of capital for infrastructure improvements may affect these predictions. In
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addition, market data upon which we rely is based on third partythird-party reports that may be inaccurate. The inaccuracy of any of these projections and/or market data may adversely affect our operating results and financial condition.

Potential Fluctuations in Quarterly Results
We may from time to time increase our operating expenses to fund greater levels of R&D, sales and marketing activities, development of new distribution channels, improvements in our operational and financial systems, moving manufacturing capabilities to other countries, and development of our customer support capabilities, andIn addition, legal expenses could increase from time to time as we enhance or increase our litigation efforts and/or to support our efforts to comply with or respond to various government regulations.regulations and investigations. To the extent such expenses precede or are not subsequently followed by increased revenues, our business, operating results, financial condition and cash flows will be adversely affected.

In addition, we may experience significant fluctuations in future quarterly operating results that may be caused by many other factors, including demand for our products, introduction or enhancement of products by us and our competitors, the loss or acquisition of any significant customers, market acceptance of new products, price reductions by us or our competitors, mix of distribution channels through which our products are sold, product or supply constraints, level of product returns, mix of customers and products sold, component pricing, mix of international and domestic revenues, foreign currency exchange rate fluctuations and general economic conditions. In addition, as a strategic response to changes in the competitive environment,
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we may from time to time make certain pricing or marketing decisions or acquisitions that may have a material adverse effect on our business, results of operations or financial condition. As a result, we believe period-to-period comparisons of our results of operations are not necessarily meaningful and should not be relied upon as an indication of future performance.

Due to all of the foregoing factors, it is possible that in some future quarters our operating results will be below the expectations of public market analysts and investors. If this happens the price of our common stock may be materially adversely affected.

Fluctuations in Foreign Currency Exchange Rates or Interest Rates May Adversely Affect Our Results of Operations, Cash Flow, Liquidity or Financial Condition
Because of our international operations, we are exposed to risk associated with interest rates and value changes in foreign currencies, which may adversely affect our business. We earn revenues and incur expenses in foreign currencies as part of our operations outside of the U.S. Accordingly, fluctuations in currency exchange rates may significantly increase the amount of U.S. dollars required for foreign currency expenses or significantly decrease the U.S. dollars we receive from foreign currency revenues. We are also exposed to currency translation risk because the results of our non-U.S. business are generally reported in local currency, which we then translate to U.S. dollars for inclusion in our Financial Statements.financial statements. As a result, changes between the foreign exchange rates and the U.S. dollar affect the amounts we record for our foreign assets, liabilities, revenues and expenses, and could have a negative effect on our financial results. We expect that our exposure to foreign currency exchange rate fluctuations will grow as the relative contribution of our non-U.S. operations increases. We actively manage the exposure of our foreign currency risk as part of our overall financial risk management policy, by entering into foreign exchange hedging agreements with financial institutions to reduce exposures to some of the principal currencies, but these efforts may not be successful. These hedging agreements also do not cover all currencies in which we do business, do not eliminate foreign currency risk entirely for the currencies that they do cover, and involve costs and risks of their own in the form of transaction costs, credit requirements and counterparty risk.

In addition, under the Second Amended and Restated Credit Agreement ("Second Amended Credit Agreement") with U.S. Bank National Association ("U.S. Bank"), we may elect to pay interest on the revolving line of credit ("Credit Line") based on LIBOR or a base rate as specified in the Second Amended Credit Agreement. LIBOR is subject to recent national, international and other regulatory guidance and proposals for reform. These reforms have resulted in plans to phase out and eventually replace LIBOR. The Financial Conduct Authority, which regulates LIBOR, announced it would cease publication of the one-week and two-month USD LIBOR immediately after December 31, 2021 and cease publications of the remaining tenors immediately after June 30, 2023. On January 7, 2021, we executed an amendment to our Second Amended Credit Agreement which defines the Secured Overnight Financing Rate ("SOFR") plus an applicable margin or a base rate (based on the prime rate of U.S. Bank or as otherwise specified in the replacement benchmark for LIBOR upon its phase out. The calculation of interest rates under the SOFR replacement benchmarks could negatively impact our business and financial results.Second Amended Credit Agreement), plus an applicable margin. To the extent these interest rates increase, our interest expense will increase, which could adversely affect our financial condition, operating results and cash flows.

Our Ability to Generate Cash Depends on Many Factors Beyond Our Control. We Also Depend on the Business of Our Subsidiaries to Satisfy Our Cash NeedsControl
Our historical financial results have been, and we anticipate that our future financial results will be, subject to fluctuations. Our ability to generate cash is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control. We cannot assure you that our business will generate sufficient cash flow from our operations or that future borrowings will be available to us in an amount sufficient to enable us to make payments of our debt, fund our other liquidity needs and make planned capital expenditures.

The degree to which we are currently leveraged could have important consequences for shareholders.stockholders. For example, it could:

require us to dedicate a substantial portion of our cash flow from operations to the payment of debt service, reducing the availability of our cash flow to fund working capital, capital expenditures, acquisitions and other general corporate purposes;
increase our vulnerability to adverse economic or industry conditions;
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limit our ability to obtain additional financing in the future to enable us to react to changes in our business; or
place us at a competitive disadvantage compared to businesses in our industry that have less debt.

A significant portion of our operations is conducted through our subsidiaries. As a result, our ability to generate sufficient cash flow for our needs is dependent on the earnings of our subsidiaries and the payment of those earnings to us in the form of dividends, loans or advances and through repayment of loans or advances from us. OurExcept for Universal Electronics BV, which has guaranteed the performance under our Credit Line, our subsidiaries are separate and distinct legal entities. Our subsidiariesentities and have no obligation to pay any amounts due on our debt or to provide us with funds to meet our cash flow needs, whether in the form of dividends, distributions, loans or other payments.needs. In addition, any payment of dividends, loans or advances by our subsidiaries may be subject to statutory or contractual restrictions. Payments to us by our
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subsidiaries will also be contingent upon our subsidiaries' earnings and business considerations. Our right to receive any assets of any of our subsidiaries upon their liquidation or reorganization will be effectively subordinated to the claims of that subsidiary's creditors, including trade creditors. In addition, even if we are a creditor of any of our subsidiaries, our rights as a creditor would be subordinate to any security interest in the assets of our subsidiaries and any indebtedness of our subsidiaries senior to that held by us. Further, changes in the laws of foreign jurisdictions in which we operate may adversely affect the ability of some of our foreign subsidiaries to repatriate funds to us.

In addition, weWe may also fund a portion of our seasonal working capital needs and obtain funding for other general corporate purposes through short-term borrowings backed by our revolving credit facility. If any of the banks in these credit and financing facilities are unable to perform on their commitments, which may adversely affect our ability to fund seasonal working capital needs and obtain funding for other general corporate purposes, our cash flow, liquidity or financial condition may be adversely impacted. Although we currently have available credit facilities to fund our current operating needs, we cannot be certain that we will be able to replace our existing credit facilities or refinance our existing or future debt when necessary. Our cost of borrowing and ability to access the capital markets are affected not only by market conditions, but also by our debt and credit ratings assigned by the major credit rating agencies. Downgrades in these ratings will increase our cost of borrowing and may have an adverse effect on our access to the capital markets, including our access to the commercial paper market. An inability to access the capital markets may have a material adverse effect on our results of operations, cash flow, liquidity or financial condition. Additionally, any failure to comply with covenants in the instruments governing our debt could result in an event of default which, if not cured or waived, would have a material adverse effect on us.

Risks Relating to Our Stock

The Price of Our Common Stock is Volatile and May Decline Regardless of Our Operating Performance
Historically, we have had large fluctuations in the price of our common stock including a significant decline in our stock price, and such fluctuations may continue. The trading market for our common stock has historically been at low volumes and our market price is volatile and may fluctuate significantly in response to a number of factors, most of which we cannot control, including:

including the public's response to press releases or other public announcements by us or third parties, including our filings with the SEC and announcements relating to product and technology development, relationships with new and existing customers, litigation and other legal proceedings in which we are involved and intellectual property impacting us or our business;
announcements concerning strategic transactions, such as spin-offs, joint ventures and acquisitions or divestitures;
the financial projections we may provide to the public, any changes in these projections or our failure to meet these projections;
changes in financial estimates or ratings by any securities analysts who follow our common stock, our failure to meet these estimates or failure of those analysts to initiate or maintain coverage of our common stock;
the inclusion or removal of our common stock from any indices; investor perceptions as to the likelihood of achievement of near-term goals;
changes in market share of significant customers;
changes in operating performance and stock market valuations of other technology or content providing companies generally; and
market conditions or trends in our industry or the economy as a whole.

Stockholders of other companies have instituted securities class action litigation against such companies after periods of price volatility in such companies' stock. If we were to become involved in such securities litigation, we may incur substantial costs and the attention of management may be diverted from our business.

In addition, our officers and directors periodically sell shares of our common stock which they own, many times pursuant to trading plans established under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended or the Exchange Act.(the "Exchange Act"). Sales of shares by our officers and directors may not be indicative of their respective opinions of our performance at the time of sale or of our potential future performance. Nonetheless, the market price of our stock may be affected by such sales of shares by our officers and directors.

Future Sales of Our Shares By Our Largest Stockholders May Depress the Market Price of Our Common Stock
We have several institutional stockholders that own significant blocks of our common stock. If one or more of these stockholders were to sell large portions of their holdings in a relatively short time, for liquidity or other reasons, the prevailing market price of our common stock may be negatively affected. Further, due to our historically low trading volumes, such large stockholders may not be able to sell the number of shares they wish to sell and/or in the time frame in which they wish to sell. Moreover, while such large stockholders are attempting to sell their shares, other stockholders may not be able to sell their shares at the price and time that such other stockholders desire due to the low trading volumes of our stock. Additionally, in
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March 2016, we issued common stock purchase warrants to Comcast to purchase up to 725,000 shares of our common stock at a price of $54.55 per share. The right to exercise the warrants was subject to vesting over three successive two-year periods (the third two-year period commenced on January 1, 2020 and ended on December 31, 2021) based on the level of purchases of goods and services from us by Comcast and its affiliates, as defined in the warrants, and Comcast is vested in 275,000 of the warrants as of the end of the periods. To the extent that Comcast exercises the warrants and sells any of the shares of common stock issuable upon exercise, or the perception that such sales may occur, could adversely affect the market price and/or trading volume of our common stock.

Approved Stock Repurchase Programs May Not Result in a Positive Return of Capital to Stockholders
Periodically, our Board approves programs to repurchase our common stock based upon an assessment of the then current value as compared to the then trading ranges and investor analyst reports. Also considered in this decision is the effect any such repurchases may have on our cash balances and needs, cash flow, and short- and long-term borrowing. Additionally, we, the technology industry and the stock market as a whole have experienced extreme stock price and volume fluctuations that have
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affected stock prices in ways that may have been unrelated to our and these companies' operating performance. Price volatility over a given period may cause the average price at which we repurchase our own stock to exceed the stock's price at a given point in time. While we believe our stock price should reflect expectations of future growth and profitability, we also believe our stock price should reflect expectations that our share repurchase program will be fully consummated even though our share repurchase program does not obligate us to acquire any specific number of shares. If we fail to meet expectations related to future growth, profitability, share repurchases or other market expectations, our stock price may decline significantly, which could have a material adverse impact on investor confidence.

Our Governing Corporate Documents Contain, and Our Board of Directors May Implement, Antitakeover Provisions that May Deter Takeover Attempts
Our governing corporate documents, among other things, require super-majority votes in connection with certain mergers and similar transactions. In addition, our Board of Directors may, without stockholder approval, implement other anti-takeover defenses, such as a stockholder's rights plan.

General Risks

Economic Downturns and Other Global, National, and Regional Conditions May Adversely Affect Our Results of Operations, Cash Flow, Liquidity or Financial Condition
Because we conduct our business on a global platform, our business is sensitive to global and regional business and economic conditions. Adverse changes in global, national, regional economies, governmental policies (including in areas such as trade, travel, immigration, healthcare, and related issues), and geopolitical conditions (such as the Russian invasion of Ukraine, conflict in the Middle East, tension across the Taiwan Strait and tension between the United States and the PRC, and the ramifications of those and other events) impact our activities. Additionally, we conduct business in countries that have policies which restrict outbound U.S. Dollar transactions. During 2023, we experienced these conditions in Argentina and expect these restrictions to continue. Such conditions in the United States and worldwide may impact our business due to weak economic conditions, changes in energy prices and currency values, political instability, heightened travel security measures, travel advisories, or disruptions, in travel, and concerns over disease, violence, war, or terrorism may reduce the demand for some of our products and impair the ability of those with whom we do business to satisfy their obligations to us, each of which could adversely affect our results of operations, cash flow, liquidity or financial condition. Higher inflation rates, interest rates, tax rates and unemployment rates, higher labor and healthcare costs, recessions, changing governmental policies, laws and regulations, and other economic factors could also adversely affect demand for some of our products and our results of operations, cash flow, liquidity or financial condition and that of our customers, vendors and suppliers.

Global economic uncertainty continues to exist, particularly in light of the ongoing COVID-19 pandemic.exist. The continuation or worsening of the global economic downturn may adversely impact our net sales, the collection of accounts receivable, funding for working capital needs, expected cash flow generation from current and acquired businesses, and our investments, which may adversely impact our results of operations, cash flow, liquidity or financial condition.

We finance a portion of our sales through trade credit. Credit markets remain tight, and some customers who require financing for their businesses have not been able to obtain necessary financing. A continuation or worsening of these conditions could limit our ability to collect our accounts receivable, which could adversely affect our results of operations, cash flow, liquidity or financial condition.

Our ability to meet customers' demands depends, in part, on our ability to obtain timely and adequate delivery of quality materials, parts and components from our suppliers. Certain of our components are available only from a single source or limited sources. If certain key suppliers were to become capacity constrained or insolvent as a result of an economic downturn, it may result in a reduction or interruption in supplies or a significant increase in the price of supplies and adversely impact our
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financial results. In addition, credit constraints at key suppliers may result in accelerated payment of accounts payable by us, impacting our cash flow.

Risks Relating to Natural or Man-Made Disasters, Contagious Disease, Climate Change, Violence, or War May Cause Increases in the Cost of Raw Materials, Production, and Energy which May Adversely Affect Our Earnings or Cash Flow
Our ability, including manufacturing or distribution capabilities, and that of our suppliers, business partners and contract manufacturers, to make, move and sell products is critical to our success. We purchase raw materials and energy for use in the manufacturing, distribution and sale of our products. So called "Acts of God," such as hurricanes, earthquakes, tsunamis, floods, volcanic activity, wildfires, and other natural disasters, as well as man-made disasters and the spread of contagious diseases in locations where we lease and/or own properties and equipment or manage our business, and these circumstances could continue or worsen in the future to an extent and for durations that we are not able to predict. Actual or threatened war, terrorist activity, political unrest, civil or geopolitical strife, and other acts of violence could have a similar effect. As with the effects we have already experienced from the COVID-19 pandemic, any one or more of these events, including the recent actions
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taken in the ongoing conflicts in the Middle East and by Russia against Ukraine, could disrupt sales volumes, raw material and fuel supplies and increase our costs, reduce our ability to manufacture and supply our products, and/or increase our operating costs, all of which could adversely affect our earnings or cash flows and profits. There are also inherent climate-related risks wherever our business is conducted. Changes in market dynamics, stakeholder expectations, local, national and international climate change policies, and the frequency and intensity of extreme weather events on critical infrastructure globally, all have the potential to disrupt our business and operations. Such events could result in increases in our costs and expenses and harm our future revenue, cash flows and financial positions.

Although raw materials and energy supplies (including oil and natural gas) are generally available from various sources in sufficient quantities, unexpected shortages and increases in the cost of raw materials and energy, or any deterioration in our relationships with or the financial viability of our suppliers, may have an adverse effect on our earnings or cash flow in the event we are unable to offset higher costs in a timely manner by sufficiently decreasing our operating costs or raising the prices of our products. In recent years, some raw material and energy prices have increased, particularly silicon and plastic packaging. The cost of raw materials and energy has in the past experienced, and likely will in the future continue to experience, periods of volatility.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 1C. CYBERSECURITY

We have developed cybersecurity risk management processes to identify, manage, and prevent risks related to cybersecurity. Our Information Technology ("IT") team manages our cybersecurity program and the security measures and processes we have in place.

Risk Management and Strategy

Global cybersecurity threats and incidents can pose risks to UEI, impacting data security, operational efficiency, and financial stability. Our business requires collection, processing, and retention of large volumes of Company and sensitive and confidential third party data, including personally identifiable information in various information systems that we maintain and in those maintained by third parties with whom we contract, including in areas such as customer product servicing, human resources outsourcing, website hosting, and various forms of electronic communications. Cybersecurity incidents risk disclosure of sensitive information and disruption of our operations. Financial consequences include recovery costs, fines, and potential legal repercussions. Such incidents could result in losses, severely damage our reputation or expose us to the risks of litigation and liability.

Cybersecurity is managed as part of the Company's enterprise risk management program. We have integrated cybersecurity risk management into our enterprise-wide risk assessment through evaluations of IT infrastructure, compliance audits and aligning cybersecurity goals with overall business objectives. We work with cybersecurity experts to better understand potential cybersecurity threats.

Measures we have employed to identify potential cybersecurity threats include advanced threat detection systems, such as intrusion detection systems and security information and event management tools. We manage and work to prevent these cybersecurity threats using a variety of strategies, including deploying firewalls and anti-malware tools, implementing access controls and leading security audits. Our incident response plans and monitoring systems also support detection and prevention of cybersecurity threats.

We aim to monitor these risks in connection with third parties in addition to our own operations. We collaborate with external cybersecurity consultants and auditors for independent audits and vulnerability assessments of our existing processes and systems. Our third-party cyber risk assessment program is designed to oversee certain third parties and have those third parties adhere to cybersecurity standards. This program has measures to help further manage and attempt to mitigate potential cybersecurity risks arising from third-party engagements, including security audits, compliance checks for cybersecurity standards, risk evaluation procedures for certain third parties, contractual security requirements in certain third party agreements and monitoring tools. We conduct cybersecurity training with our employees as appropriate based on their roles within the Company.

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Governance

Our Board of Directors plays a role in guiding and overseeing our cybersecurity strategies. Our Audit Committee maintains responsibility for cybersecurity oversight by setting policies, reviewing risk management strategies and reviewing compliance with legal and regulatory requirements. The Audit Committee, as appropriate, briefs the broader Board of Directors on cybersecurity matters.

Management is also responsible for upholding our cybersecurity processes. Our Vice President of IT Infrastructure is responsible for cybersecurity oversight and for developing strategies to mitigate cyber risks, monitoring policy compliance and educating staff on security practices. Our Cybersecurity Management team, led by our Vice President of IT Infrastructure, reports to the Audit Committee of the Board of Directors on cybersecurity matters, including incident reports, compliance status and updates on cybersecurity initiatives. The Audit Committee aims to meet at least once each fiscal quarter to specifically address cybersecurity matters, but convenes as necessary to fulfill its cybersecurity oversight responsibilities.

To date, management has not identified risks from cybersecurity incidents, including as a result of any previous cybersecurity incidents, that have materially affected or are reasonably likely to materially affect the Company, including its business strategy, results of operations, or financial condition. While we work to maintain our cybersecurity processes, there can be no assurance that such actions will be sufficient to prevent cybersecurity incidents or mitigate all potential risks to such systems, networks, and data or those of our third-party providers.

ITEM 2. PROPERTIES

Our global headquarters is located in Scottsdale, Arizona. We utilize the following facilities:
LocationPurpose or UseSquare
Feet
Status
Scottsdale, ArizonaCorporate headquarters, engineering, research and development25,106 Leased, expires February 27, 2027
Carlsbad, CaliforniaBangalore, IndiaEngineering, research and development21,326 Leased, expires July 31, 2024
Carlsbad, CaliforniaEngineering, research and development30,758 Leased, expires December 31, 2027
Poway, CaliforniaPlymouth, MinnesotaEngineering, research and development5,275 Leased, expires March 31, 2025
Poway, CaliforniaEngineering, research and development7,891 Leased, expires December 31, 2024
San Mateo,Santa Ana, CaliforniaEngineering, research and development5,998 Leased, expires January 31, 2024
Santa Ana, CaliforniaEngineering, research and development18,420 Leased, expires November 30, 2027
Bangalore, IndiaSuzhou, PRCEngineering, research and development21,326 Leased, expires September 30, 2022
Suzhou, PRCEngineering, research and development5,705 Leased, expires December 31, 20232025
Hong Kong, PRCAsian headquarters6,550 Leased, expires July 31, 20222025
Enschede, NetherlandsEuropean headquarters and call center19,13719,407 Leased, expires February 29, 202428, 2029
Guangzhou, PRCService center26,850 Leased, expires April 14, 20232026
Hai Duong, VietnamManufacturing facility124,776 Leased, expires December 1, 2034
Manaus, BrazilManufacturing facility56,120 Leased, expires August 19, 20222025
Monterrey, MexicoManufacturing facility101,571 Leased, expires SeptemberApril 30, 20232024
Monterrey, MexicoManufacturing facility61,296 Leased, expires April 15, 2029
Monterrey, MexicoStorage facility145,185 Leased, expires July 29, 2025
Qinzhou, PRCManufacturing facility72,119 Leased, expires May 31, 2023
Qinzhou, PRCManufacturing facility398,269 Leased, expires February 28, 2022
Qinzhou, PRCManufacturing facility248,448 Leased, expires October 31, 2025
Yangzhou, PRC (1)
Manufacturing facility1,204,6971,247,688 Land leased, expires July 31, 2055
Yangzhou, PRCManufacturing facility77,888 Leased, expires October 31, 2025
 
(1)Private ownership of land in mainland PRC is not allowed. All land in the PRC is owned by the government and cannot be sold to any individual or entity. These facilities were developed on land which we lease from the PRC government.

In addition to the facilities listed above, we lease space in various international locations, primarily for use as sales offices.

Upon expiration of our facilities leases, we believe we will obtain lease agreements under similar terms; however, there can be no assurance that we will receive similar terms or that any offer to renew will be accepted.

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We currently believe that our manufacturing, engineering, and research and development facilities are suitable and adequate for our continued needs. We will continue to assess the suitability and adequacy of these facilities to meet both our current needs, as well as our expected future requirements.

See "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA — Notes to Consolidated Financial Statements — Note 8" for additional information regarding our obligations under leases.

ITEM 3. LEGAL PROCEEDINGS

We are subject to lawsuits arising out of the conduct of our business. The discussion of our litigation matters in "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA — Notes to Consolidated Financial Statements — Note 13 — Commitments and Contingencies — Litigation" is incorporated by reference.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.

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PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our common stock trades on the NASDAQ Global Select Market under the symbol UEIC. Our stockholders of record on March 2, 202211, 2024 numbered 134.159. We have never paid cash dividends on our common stock, nor do we currently intend to pay any cash dividends on our common stock in the foreseeable future.stock. We intend to retain our earnings, if any, to reinvest in the business for the future operationoperations and expansion of our business.and, as such, we do not anticipate paying any cash dividends in the foreseeable future.

Purchases of Equity Securities

The following table sets forth, for the fourth quarter, our total stock repurchases, average price paid per share and the maximum number of shares that may yet be purchased on the open market under our plans or programs:
Period
Total Number of Shares Purchased (1)
Weighted 
Average
Price Paid
per Share
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs (2)
October 1, 2021 - October 31, 202157,296 $49.47 56,671 — 
November 1, 2021 - November 30, 2021162,818 38.31 159,110 140,890 
December 1, 2021 - December 31, 2021164,412 38.78 140,890 — 
Total384,526 $40.17 356,671 

Period
Total Number of Shares Purchased (1)
Weighted 
Average
Price Paid
per Share
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs (2)
October 1, 2023 - October 31, 2023— $— — — 
November 1, 2023 - November 30, 2023103,187 8.63 100,000 900,000 
December 1, 2023- December 31, 202355 9.58 — 900,000 
Total103,242 $8.63 100,000 900,000 

(1)Of the repurchases in October, November and December, 625, 3,7083,187 and 23,52255 shares, respectively, represent common shares of the Company that were owned and tendered by employees to satisfy option cost and tax withholding obligations in connection with stock option exercises and the vesting of restricted shares.

(2)On October 20, 2021, our Board of Directors approved a new repurchase plan with an effective date of November 9, 2021 (the "November 2021 Program"). Pursuant to the November 2021 Program, we were authorized to repurchase up to 300,000 shares of our common stock at predetermined prices until the earlier of the repurchase of all 300,000 shares or February 17, 2022. The November 2021 Program was completed in December 2021, upon repurchase by us of all 300,000 shares as authorized. On February 10, 2022,26, 2023, our Board approved a new share repurchase program with an effective date of February 22, 2022November 7, 2023 (the "February 2022"October 2023 Program"). Pursuant to the February 2022October 2023 Program, we may, from timeare authorized to time until May 5, 2022, repurchase up to 300,0001,000,000 shares of our common stock. We may repurchaseutilize various methods to effect the repurchases under the October 2023 Program, including open market repurchases, negotiated block transactions, accelerated share repurchases or open market solicitations for shares, some or all of common stock in privately negotiated and/or open-market transactions, including pursuant to plans complying withwhich could be effected through Rule 10b5-1 promulgated under the Exchange Act.plans

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Performance Chart

The following graph and table compares the cumulative total stockholder return with respect to our common stock versus the cumulative total return of the Standard & Poor's Small Cap 600 (the "S&P Small Cap 600"), the NASDAQ Composite Index, and the Peer Group Index for the five-year period ended December 31, 2021.2023. The comparison assumes that $100 was invested on December 31, 20162018 in each of our common stock, S&P Small Cap 600, the NASDAQ Composite Index, and the Peer Group Index and that all dividends were reinvested. We have not paid any dividends and, therefore, our cumulative total return calculation is based solely upon stock price appreciation and not upon reinvestment of dividends. The graph and table depicts year-end values based on actual market value increases and decreases relative to the initial investment of $100, based on information provided for each calendar year by the NASDAQ Stock Market and the New York Stock Exchange.

The comparisons in the graph and table below are based on historical data and are not intended to forecast the possible future performance of our common stock.
ueic-20211231_g1.jpg2319
12/31/201612/31/201712/31/201812/31/201912/31/202012/31/2021
12/31/201812/31/201812/31/201912/31/202012/31/202112/31/202212/31/2023
Universal Electronics Inc.Universal Electronics Inc.$100 $73 $39 $81 $81 $63 
S&P Small Cap 600S&P Small Cap 600$100 $112 $101 $122 $134 $167 
NASDAQ Composite IndexNASDAQ Composite Index$100 $128 $123 $167 $239 $291 
Peer Group Index (1)
Peer Group Index (1)
$100 $129 $123 $150 $253 $232 
    
(1) Companies in the Peer Group Index are as follows: Dolby Laboratories, Inc.; Logitech International S.A.; VOXX International Corp.; and Xperi Corporation (formerly TiVo Corporation), Logitech International, Dolby Laboratories, Inc., and VOXX International Corp..    

The information presented above is as of December 31, 20162018 through December 31, 2021.2023. This information should not be deemed to be "soliciting material" or to be "filed" with the SEC or subject to the liabilities of Section 18 of the Exchange Act nor should this information be incorporated by reference into any prior or future filings under the Exchange Act, except to the extent that we specifically incorporate it by reference into a filing.

ITEM 6. [RESERVED]

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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

We generally discuss 20212023 and 20202022 items and year-to-year comparisons between 20212023 and 20202022 in the section that follows. Discussions of 20192021 items and year-to-year comparisons between 20202022 and 20192021 that are not included in this Annual Report on Form 10-K may be found in "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2020,2022, filed with the SEC on March 5, 2021.8, 2023.

The following discussion should be read in conjunction with the Consolidated Financial Statements and the related notes that appear elsewhere in this document.

Overview

We design, develop, manufacture, ship and support control and sensor technology solutions and a broad line of universal control systems, audio-video ("AV") accessories, and intelligent wireless security and smart home products that are used by the world's leading brands in the video services, consumer electronics, security, home automation, climate control, and home appliance markets. Our product and technology offerings include:

easy-to-use, voice-enabled, automatically-programmed universal, remote controls with two-way radio frequency ("RF") as well as infrared ("IR") remote controls, sold primarily to video service providers (cable, satellite, Internet Protocol television ("IPTV") and Over the Top ("OTT") services), original equipment manufacturers ("OEMs"), retailers, and private label customers;
wall-mount and handheld thermostat controllers and connected accessories for smart energy management systems, primarily to OEM customers, as well as hotels, hospitality and system integrators;
proprietary and standards-based RF sensors designed for residential security, safety and home automation applications;
integrated circuits ("ICs"), on which our software and universal device control database is embedded, sold primarily to OEMs, video service providers, and private label customers;
software, firmware and technology solutions that can enable devices such as Smart TVs, hybrid set-top boxes, audio systems, smart speakers, game consoles and other consumer electronic and smart home devices to wirelessly connect and interact withinteroperate within home networks and interactive services to enable control and deliverdelivery of home entertainment, smart home services and device or system information;
cloud-services that support our embedded software and hardware solutions (directly or indirectly) enabling real-time device identification and system control with billions of transactions per year in device and data management;control;
intellectual property that we license primarily to OEMs and video service providers;
proprietaryembedded and standards-based RF sensors designedcloud-enabled software for residential security, safetyreliable firmware update provisioning and home automation applications;
wall-mount and handheld thermostat controllers and connected accessories for intelligent energydigital rights management systems, primarilyvalidation services to OEM customers, as well as hotels and hospitality system integrators;major consumer electronics brands; and
AV accessories sold, directly and indirectly, to consumers including universal remote controls, television wall mounts and stands and digital television antennas.

A key factor in creating products and software for control of entertainment devices is our proprietary device knowledge graph. Sinceknowledge. Each year our beginning in 1986, we have compiled an extensive device discovery and control knowledge library that includes nearly 13,000 brands comprising over 989,000 device modelslibraries continue to grow across AV and smart home platforms, supported bysupporting many common smart home protocols, including IR, HDMI-CEC, Zigbee (Rf4CE), Z-Wave, IP, as well as Home Network and Cloud Control.

This device knowledge graph is backed by our unique device fingerprinting technology which includes over 24.4 million unique device fingerprints across both AV and Smart Home devices.

Our technology also includes other remote controlled home entertainment devices and home automation control modules, as well as wired Consumer Electronics Control ("CEC") and wireless IP control protocols commonly found on many of the latest HDMI and internet connected devices. Our proprietary software automatically detects, identifies and enables the appropriate control commands for many home entertainment and automation devices in the home. Our libraries are continuously updated with device control codes used in newly introduced AV and IoTInternet of Things ("IoT") devices. These control codes are captured directly from original control devices or from the manufacturer's written specifications to ensure the accuracy and integrity of the library. Our proprietary software and know-how permit us to offer a device control code database that is more robust and efficient than similarly priced products of our competitors.

We operate as one business segment. We have twoone domestic subsidiariessubsidiary and 2524 international subsidiaries located in Brazil, British Virgin Islands, Cayman Islands, France, Germany, Hong Kong (3), India, Italy, Japan, Korea, Mexico (2), the Netherlands, the People's Republic of China (7)(the "PRC") (6), Singapore, Spain, United Kingdom and the United Kingdom.Vietnam.

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To recap our results for 2021:2023:

Net sales decreased 2.1%22.5% to $601.6$420.5 million in 20212023 from $614.7$542.8 million in 2020.2022.
Our gross profit percentage increaseddecreased to 28.8%23.2% in 20212023 from 28.7%28.1% in 2020.2022.
Operating expenses, as a percent of sales, increased to 24.9%43.5% in 20212023 from 22.6%25.4% in 2020.2022.
Operating income decreased to $23.3loss was $85.3 million in 2021 from $37.32023 compared to operating income of $14.5 million in 2020,2022, and our operating marginloss percentage decreased to 3.9%was 20.3% in 2021,2023, compared to 6.1%an operating income percentage of 2.7% in 2020.2022.
Our effectiveIncome tax rate increasedexpense was $6.0 million in 2023 compared to 67.0%$11.0 million in 2021 from 12.1% in 2020.2022.

Our strategic business objectives for 20222024 include the following:

continue to develop and market advanced remotedeliver new standard products, as well as custom variants, currently on our project development backlog, specifically in the climate control products and technologies our customer base is adopting;channel;
continue to broaden our home control and home automation product offerings;offerings with the aim of acquiring new customers that represent market share leaders in their respective channels and regions;
continue to expand our software and service offeringsplatform, QuickSet, to deliver a complete managed service platform;new features that enhance the personalization and engagement of users on smart entertainment and smart home platforms;
continue to investexecute go-to-market strategies that help position our sustainable technology in creating technology differentiation across our global product portfolio;major verticals;
further penetration of international subscription broadcasting markets;
acquire new customers in historically strong regions;
increase our share with existing customers;
continue to seek acquisitions or strategic partners that complement and strengthen our existing business; and
continueexpedite our long-term factory planning strategy of reducingto optimize our manufacturing footprint and reduce our manufacturing concentration risk in the People's Republic of China.PRC.

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.

COVID-19 Pandemic ImpactMacroeconomic Conditions

The global spread of COVID-19 hasWe have been negatively impacted and continueswe expect to continue to be negatively impacted by adverse macroeconomic conditions, in particular reduced consumer spending. Inflation has increased our component and logistics costs. While we have been able to increase sales prices on certain products, there may be a complexdelay in our ability to increase prices and rapidly-evolving situation, with governments, public institutions and other organizations imposing or recommending, and businesses and individuals implementing, at various times and to varying degrees, restrictions on various activities or other actions to combat its spread, such as restrictions and bans on travel or transportation, limitations on the size of gatherings, closures of or occupancy or other operating limitations on ports, work facilities, schools, public buildings and businesses, cancellation of events, including sporting events, conferences and meetings, and quarantines and lock-downs. The COVID-19 pandemic and its consequences have and will continue to impact our business, operations, and financial results. The extent to which the COVID-19 pandemic impacts our business, operations, and financial results, including the duration and magnitude of such effects, will depend on numerous evolving factors that we may not be able to accurately predict or assess,fully offset the impact of increased material costs which would negatively impact our gross profit. Our cost of labor, materials and borrowing may continue to increase, which would negatively impact our financial results. In addition, we expect recessionary pressures in the global economy will ultimately negatively impact our sales demand.

We continued to see supply chain improvements across most long-lead time components, including ICs, during 2023. While we expect this to continue, demand fluctuations and output may affect us in the durationfuture based on feedback from our supplier base. We continue to take production and scopeinventory control steps as required to mitigate the effects caused by any shortages including advanced purchasing of the COVID-19 pandemic (including the locationlong-lead time components, as necessary; however, we cannot guarantee that these steps will allow us to meet some customer short-term requirements. As such, these supply constraints may continue to cause difficulty and extent of resurgences of the virus, particularlydelays in light of new variants, and the availability of effective treatments or vaccines); and the negative impact the COVID-19 pandemic has on global and regional economies and economic activity, including the duration and magnitude of its impact on unemployment rates and consumer discretionary spending. Because the severity, magnitude and duration of the COVID-19 pandemic are uncertain, rapidly changing, and difficult to predict, the pandemic's impact on our operations and financial performance, as well as its impact on our ability to successfully execute our business strategyfulfill customer orders and initiatives, remains uncertain. As the COVID-19 pandemic continues, the full extent of this outbreak and the related governmental, business and travel restrictionsmay at times result in order to contain the COVID-19 pandemic are continuing to evolve globally. Our COVID-19 task force, which includes a cross-functional group of senior-level executives, continues to manage and respond to the ever-changing health and safety requirements across the globe and communicate our responses and recommended course of action to our global factory and office leaders.increased logistics costs.

In addition, we continue to maintain safety measures for all our employees across the globe as pandemic conditions require, including implementing work-from-home arrangements, restricting travel except where essentialGoodwill and approved in advance, frequent office and factory sanitation, temperature scans upon entry, hand sanitizer stations located throughout our facilities and offices, mask wearing, social distancing measures in gathering places and restricting visitor access. All factories are up to or near labor capacity as of the issuance of this report.Long-Lived Assets Impairment Trigger

Further,Goodwill
During the three months ended March 31, 2023, a decline in our financial performance, the overall negative trend in the video service provider channel and an uncertain economic environment contributed to a significant decline in our market capitalization. We considered this to be an impairment trigger. We, therefore, performed a quantitative valuation analysis indicating a significant implied control premium over our market capitalization. As a result of the substantial implied control premium, we continuerecorded an impairment charge of $49.1 million during the three months ended March 31, 2023.

Long-Lived Assets
During the three months ended March 31, 2023, market conditions deteriorated and our stock price declined significantly, which we considered to monitor and follow suggested guidelinesbe a trigger of potential impairment for our long-lived asset group. As such, we performed a recoverability test using non-discounted forecasted cash flows, which resulted in total cash flows in excess of the carrying value of the asset group by the Centers for Disease Control and Prevention, the World Health Organization, and local governmental orders and recommendations. The continued safety and welfare of our employees will remain at the forefront of all decision-making.approximately 11% to 57%. This test indicated no recoverability issues.

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During the three months ended September 30, 2023, as part of our manufacturing footprint optimization efforts, we identified certain long-lived assets that were unused due to the closure of our southwestern China factory and unused at our Mexico factory, due to decreased demand in our U.S. market. As a result, we recorded impairment charges of $7.7 million during the three months ended September 30, 2023.

In addition, certain future events and circumstances, including adverse changes in general business and economic conditions in the United States and worldwide and changes in consumer behavior could result in changes to our assumptions and judgments used in the impairment tests. A downward revision of these assumptions could cause the total undiscounted cash flows of the long-lived asset group to fall below its respective carrying values and a non-cash impairment charge would be required. Such a charge may have a material effect on the consolidated financial statements.

Manufacturing Footprint

We anticipate that these actionshave been evaluating our global manufacturing footprint based upon our long-term factory planning strategy to (1) de-risk our reliance on a PRC-based supply chain and the global health crisis caused by the COVID-19 pandemic will continue(2) reduce our manufacturing capacity due to negatively impact business activity across the globe, includingdecreased demand and a change in mix of our business. We expect our sales demand to be negatively impacted into, at least,products. As part of this evaluation, we opened a new factory in Vietnam, which commenced manufacturing operations in June 2023 after incurring startup costs in the first half of 2022 given2023. With our Vietnam factory now open and meeting short-term operational targets, with the global reachexpectation of continued improvement, we stopped manufacturing activities in our southwestern China factory in September 2023 and economic impact of the COVID-19 pandemichave substantially completed its shutdown. We are also working to downsize our factory in Mexico due to decreased demand in our U.S. market and the various quarantine and social distancing measures put in place to contain the spread of the COVID-19 pandemic. A closure of one of our factories for a sustained period of time would, in the short run, impact ourVietnam facility's ability to meet customer demandsupply our North American customers. As a result of these decisions, we have recorded impairment charges of $7.7 million and would negatively impact our results. We have also seen disruptions in our supply chain, due to difficulty in obtaining ICsseverance and substantial delays inother restructuring expenses of $4.0 million during the transportation and the onloading and offloading of our product due to significant congestion at ports throughout the world. This, in turn, causes significant congestion in other downstream transportation, such as via trucks and rail. As such, these congestions have caused and continue to cause difficulty and delays in our ability to fulfill customer orders and have resulted in increased logistics costs.

We will continue to actively monitor these situations and may take further actions altering our business operations as necessary or as required by federal, state, or local authorities. The potential effects of any such alterations or modifications may have a material adverse impact on our business during 2022. Even after the COVID-19 pandemic subsides or effective treatments or vaccines become available, our business, markets, growth prospects and business model could be materially impacted or altered.

Global Integrated Circuit Shortage Impactyear ended December 31, 2023.

We continue experiencing difficultyto evaluate our Mexico facility as part of our long-term factory planning strategy. We are currently planning to downsize and streamline the Mexico operations by moving to a smaller, more efficient facility. We expect to commence operations in ordering ICs for future usethis downsized facility in the second quarter of 2024, which may result in a material amount of severance and that difficulty is expected to continue through at least mid to late 2022. The global shortage of ICs is affecting a multitude of industries and we expect it tomoving costs. We will continue to affectevaluate our business. While we are identifying other sources of ICsglobal factory footprint to identify ways to operate more efficiently and taking other production and inventory control steps in order to mitigate the effects caused by this shortage, we cannot guarantee that we will find alternative sources to meet our short- and longer-term IC needs and/or without experiencing increases in the prices we pay for these components. If we are not able to find alternative sources of ICs or are not able to purchase sufficient quantities of ICs from our current and alternative suppliers, wedecisions may not be able to produce sufficient quantities of products to meet our customers' demands. This, in turn, may affect our ability to meet our quarterly revenue targets. Further, we may incur additional freight costs to meet the delivery demands of our customers. In addition, many of our products are paired with certain of our customers' products, like set-top boxes or televisions. If those customers are not able to obtain sufficient quantities of ICs for their products, their demand for our products may decrease.

Qinzhou, China Facility

In October 2021, Reuters published an article indicating that individuals from China's Uyghur minority, originally resident in the PRC region of Xinjiang, were working in a facility in Qinzhou, Guangxi operated by our Chinese subsidiary, Gemstar Technology (Qinzhou) Co. Ltd. ("Gemstar"). The article alleged that the presence of these workers in Guangxi was indicative of "a transfer program described by some rights groups as forced labor."

We have reviewed and confirmed that Gemstar compensated these individuals for their work at the same rates as workers of other ethnicities who had comparable skills and roles, and at a level that was above the local minimum wage. Although our review did not identify any instances in which individuals were obliged or in any other way forced to work at the Qinzhou facility or were paid less than their promised wage, Gemstar, which engaged these workers through a third-party labor agency, terminated its relationship with that agency, ended its arrangement with these workers, and paid all outstanding wages and severance directly and individually to each of the workers in question. Nonetheless, the perception that we or an entity affiliated with us might have had associations with a program described by some as involving forced labor could result in reputational damage as well as lost revenue. To date, ascharges that could have a result of this perception, one customer has put further business with us on hold. Should additional customers cease doing business with us, the loss of revenue could become material which would have an adverse effect on our business, results of operations andthe consolidated the financial condition. We take all allegations regarding working conditions seriously, and took a cooperative approach to responding to the Committee's letter, cooperated fully with the Committee's inquiry and provided the Committee with timely and complete responses to all of its questions.statements.

Critical Accounting Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States ("U.S. GAAP") 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 ongoing basis, we evaluate our estimates and judgments, including those related to revenue recognition, inventory valuation, impairment of long-lived assets, intangible assets and goodwill and income taxes. Actual
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results may differ from these judgments and estimates, and they may be adjusted as more information becomes available. Any adjustment may be significant and may have a material impact on our consolidated financial statements.

An accounting estimate 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 estimates affect our more significant judgments and estimates used in the preparation of our consolidated financial statements. In addition to the accounting policies mentioned below, see "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA — Notes to Consolidated Financial Statements — Note 2" for other significant accounting policies.

Revenue recognition

Revenue is recognized when control of a good or service is transferred to a customer. Control is considered to be transferred when the customer has the ability to direct the use of and obtain substantially all of the remaining benefits of that good or service. Revenues are generated from manufacturing and delivering universal control, sensing and automation products and AV accessories, which are sold through multiple channels, and licensing intellectual property that is embedded in these products or licensed to others for use in their products. We also generate revenues from a cloud-based software solution enabling software updates, digital rights management provisioning and remote technical support to consumer electronics customers.

    Timing of Revenue Recognition – When determining the classification of over time versesversus point in time revenue recognition, there is significant judgment exercised by management in identifying and evaluating whether new contracts and/or products meet the criteria for over time or point in time revenue recognition. Significant judgments include the evaluation of
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legal terms and rights within each jurisdiction that we operate, specifically as it relates to our entitlement to gross margin at termination, and the evaluation of whether it is possible, contractually or economically, to repurpose or redirect products.

Royalty Revenue – We license our symbolic intellectual property which includes our patented technologies and database of control codes. Royalty revenue is recognized for these licensing arrangements on an over time basis. We record license revenue for per-unit based licenses when our customers manufacture or ship a product incorporating our intellectual property and we have a present right to payment. The number of shipped units is estimated based on historical royalty revenue and other known factors. If actual shipped units differ from our estimates we will record a reduction or increase to net sales in the period the actuals are reported by the licensee, typically in the following quarter.

Sales Returns and Allowances – A provision is recorded for estimated sales returns and allowances and is deducted from gross sales to arrive at net sales in the period the related revenue is recorded. These estimates are based on historical sales returns and allowances, analysis of credit memo data and other known factors. Actual returns and claims in any future period are inherently uncertain and thus may differ from our estimates. If actual or expected future returns and claims are significantly greater or lower than the reserves that we have established, we will record a reduction or increase to net sales in the period in which we make such a determination.

    Sales Discounts and Rebates A provision is recorded for estimated sales discounts and rebates and is deducted from gross sales to arrive at net sales in the period the related revenue is recorded. We accrue for discounts and rebates based on historical experience and our expectations regarding future sales to our customers. Changes in such accruals may be required if actual discounts and rebates differ from our estimates.

Inventories

Our finished good, component part, and raw material inventories are valued at the lower of cost or net realizable value. Cost is determined using the first-in, first-out method. We write down our inventory for the estimated difference between cost and estimated net realizable value based upon our best estimates of 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. If actual market conditions become 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 raw material or 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 $1.5$1.0 million.

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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.

If the carrying value of the asset is larger than its projected undiscounted future cash flows, the asset is impaired. The impairment is measured as the difference between the net book value of the asset and the asset's estimated fair value. Fair value is estimated utilizing the asset's projected discounted future cash flows. In assessing fair value, we must make assumptions regarding estimated future cash flows, the discount rate and other factors. If the actual performance of the assets becomes less favorable than those projected by management, adjustments to the carrying values of the these assets may have a material effect on the consolidated financial statements.

Goodwill

We evaluate the carrying value of goodwill on 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 competitiona decline in macroeconomic conditions, (3) a significant decline in our financial performance or (3) an adverse action or assessment by(4) a regulator.significant decline in the price of our common stock for a sustained period of time.

We perform our annual impairment test, and any required interim tests, using athe optional qualitative assessment, weighing the relative impact of factors that are specific to our single reporting unit including our market capitalization compared to the carrying value of our stockholders' equity, as well as industry and macroeconomic factors. Based on the qualitative assessment performed, consideringwe consider the aggregation of the relevant factors, we concluded thatand conclude whether it is not more likely than not that the fair value of our single reporting unit is less than the carrying value. Therefore, performingIf we conclude that it is more likely than not that the fair value of our single reporting unit is less than the carrying value, or if we decide not to elect the optional qualitative assessment, we perform a quantitative impairment test, was unnecessary.using cash flow projections, discounted by our weighted-average cost of capital. In addition to any quantitative impairment analysis, we also consider the implied control premium compared to our market capitalization.

Certain future events and circumstances, including adverse changes in general business and economic conditions in the United States and worldwide and changes in consumer behavior could result in changes to our assumptions and judgments used in the goodwill impairment tests. A downward revision of these assumptions could causeDetermining the fair value of thea reporting unit is judgmental in nature and involves the use of significant estimates and assumptions. These estimates and assumptions include revenue growth rates and operating margins used to fall belowcalculate projected future cash flows and risk-adjusted discount rates. In addition, we make certain judgments and assumptions in determining our reporting unit. We base our fair value estimates on assumptions we believe to be reasonable but that are unpredictable and inherently uncertain. Actual future results may differ from those estimates.
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Long-Lived and Intangible Assets Impairment

We assess the impairment of long-lived and intangible assets whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors considered important which may trigger an impairment review may include the following, but are not limited to: (1) significant underperformance relative to historical or projected future operating results; (2) significant changes in the manner or use of the assets, their physical condition or strategy for the overall business; (3) significant negative industry or economic trends; (4) a current expectation that a long-lived asset will be sold or otherwise disposed of significantly before the end of it previously estimated useful life; or (5) a significant decline in our stock price for a sustained period.

We conduct an impairment review when we determine that the carrying value of a long-lived or intangible asset may not be recoverable based upon the existence of one or more of the above indicators of impairment. The asset is impaired if its respective carrying valuesvalue exceeds the sum of the undiscounted cash flows expected to result from the use and a noncash impairment charge wouldeventual disposition of the asset. In assessing recoverability, we make assumptions regarding estimated future cash flows and other factors.

Determining the recoverability of long-lived or intangible assets is judgmental in nature and involves the use of significant estimates and assumptions. These estimates and assumptions include revenue growth rates and operating margins used to calculate projected future cash flows and the future market value of our asset group. In addition, we make certain judgments and assumptions in determining our asset group. We base our recoverability estimates on assumptions we believe to be required. Such a chargereasonable but that are unpredictable and inherently uncertain. Actual future results may have a material effect on the consolidated financial statements.differ from those estimates.

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.

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 and tax rates, future taxable income, the mix of earnings in the jurisdictions in which we operate and prudent 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. Any changes to the realizability of our deferred tax assets or liabilities may have a material impact on our financial statements.

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 tocould challenge certain positions which may not be fully sustained. Our income tax expense includes amounts intended to satisfy
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income tax assessments that result from these challenges in accordance with the accounting for uncertainty in income taxes prescribed by U.S. GAAP. Determining the income tax expense for these potential assessments and recording the related assets and liabilities requires management judgments and estimates.

We maintain reserves for uncertain tax positions, including related interest and penalties. 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. 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 financial statements.

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Results of Operations
The following table sets forth our results of operations expressed as a percentage of net sales for the periods indicated.
 
Year Ended December 31, Year Ended December 31,
20212020
202320232022
Net salesNet sales100.0 %100.0 %Net sales100.0 %100.0 %
Cost of salesCost of sales71.2 71.3 
Gross profitGross profit28.8 28.7 
Research and development expensesResearch and development expenses5.1 5.1 
Factory restructuring charges
Selling, general and administrative expensesSelling, general and administrative expenses19.8 17.5 
Operating income3.9 6.1 
Goodwill impairment
Operating income (loss)
Interest income (expense), netInterest income (expense), net(0.1)(0.2)
Loss on sale of Argentina subsidiary(1.0)— 
Accrued social insurance adjustment— 1.5 
Other income (expense), netOther income (expense), net(0.1)(0.2)
Income before provision for income taxes2.7 7.2 
Other income (expense), net
Other income (expense), net
Income (loss) before provision for income taxes
Provision for income taxesProvision for income taxes1.8 0.9 
Net income0.9 %6.3 %
Net income (loss)Net income (loss)(23.3)%0.1 %

Year Ended December 31, 20212023 ("2021"2023") Compared to Year Ended December 31, 20202022 ("2020"2022")

Net sales. Net sales for 20212023 were $601.6$420.5 million, a decrease of 2.1%22.5% compared to $614.7$542.8 million in 2020. Sales2022. Lower customer demand in our subscription broadcasthome entertainment channel, primarilyconsisting of video service providers and consumer electronics companies, was the primary reason for the decline in North America, were lower than in the prior year. Partially offsetting this decrease is growth in our HVAC channel, particularly in the APAC region, as consumers are demanding higher-end solutions. Our customers in the HVAC channel began incorporating our technology in their high-end products and are now including these advanced solutions in a variety of models. In addition, royalty revenue has increased as a few of the largest TV OEMs in the world are embedding our technology in their devices.sales.

Gross profit. Gross profit in 20212023 was $173.0$97.6 million compared to $176.3$152.3 million in 2020.2022. Gross profit as a percent of sales remained relatively consistent at 28.8%decreased to 23.2% in 20212023 compared to 28.7%28.1% in 2020.2022. Gross profit as a percentpercentage of sales was favorablyadversely impacted by a mix shift towards higher margin revenue streams such as royalties, as a fewexcess capacity which resulted in manufacturing inefficiencies. In an effort to optimize our factory footprint and reduce capacity to be commensurate with current demand, we impaired machinery and equipment and leasehold improvements associated with the closure of the largest consumer electronic companiesour southwestern China factory, which ceased manufacturing operations in September 2023. We also incurred impairment charges relating to machinery and equipment at our Mexico factory. In addition, we incurred start-up costs in the world are embeddingfirst half of 2023 associated with our technologyVietnam facility. Overall, operations in their devices. The gross margin increase due to mix shiftour new Vietnam factory have exceeded our expectations and we expect continued improvement in production efficiencies as it scales. Partially offsetting these items was partially offset by the weakening of thea stronger U.S. Dollardollar versus the Chinese Yuan Renminbi and Mexican Peso and by higher material and freight costs. In addition, impairment expenses relating to the underutilization of property, plant and equipment in our PRC-based factories were incurred in 2021 as a result of our long-term factory planning strategy to reduce our concentration risk in that region.Renminbi.

Research and development ("R&D") expenses. R&D expenses decreased 1.7%3.6% to $30.9$31.3 million in 20212023 from $31.5$32.5 million in 20202022. The decrease in R&D expenses is primarily due to a decreasereduced external product development expenses.

Factory restructuring charges. During the year ended December 31, 2023, we recorded $4.0 million in incentive compensation.expense, which included severance and other expenses related to the closure of our southern China factory. In addition, we incurred expenses to move equipment from our Mexico factory to our Vietnam factory.

Selling, general and administrative ("SG&A") expenses. SG&A expenses increased 10.5%decreased 6.5% to $118.8$98.5 million in 20212023 from $107.5$105.3 million in 2020, primarily2022, due to an increasea decrease in outside legal expenses related to a specific legal matters.matter, as well as cost savings initiatives executed in 2023.

Goodwill impairment. During the year ended December 31, 2023, we recorded a non-cash goodwill impairment charge of $49.1 million due to our market capitalization being significantly less than the carrying value of our equity.

Interest income (expense), net. Net interest expense increased to $4.3 million in 2023 from $2.2 million in 2022 as a result of a higher interest rate, partially offset by a lower average loan balance and increased interest income.

Other income (expense), net. Other expense, net was $2.6 million in 2023, compared to other expense, net of $1.0 million in 2022, both as a result of additional net foreign currency losses offset partially by fixed asset sales.

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Interest income (expense), net. Net interest expense decreased to $0.6 million in 2021 from $1.4 million in 2020 as a result of a lower average loan balance and a lower average interest rate.

Loss on sale of Argentina subsidiary. During 2021, we completed the sale of our subsidiary, One For All Argentina S.R.L, recording a loss on sale of $6.1 million. The loss was primarily attributable to the weakening of the Argentinian Peso versus the U.S. Dollar resulting in a loss in equity value in our Argentina subsidiary and ultimately sales proceeds that were significantly less than the invested capital.

Accrued social insurance adjustment. In 2020, we reversed approximately $9.5 million of accrued social insurance. In June 2018, we sold our Guangzhou entity via a stock deal and the terms of the agreement included a two-year indemnification period. In June 2020, the indemnification period expired and we determined we were no longer legally liable for any liabilities associated with our Guangzhou entity. Accordingly, we reversed the accrued social insurance amount associated with the Guangzhou entity which was approximately $9.5 million.

Other income (expense), net. Other expense, net was $0.6 million in 2021, as a result of net foreign currency losses offset partially by miscellaneous non-operating gains, compared to other expense, net of $1.4 million in 2020, as a result of net foreign currency losses offset partially by miscellaneous non-operating gains.

Income tax expense. Income tax expense was $10.8$6.0 million in 20212023 compared to $5.3$11.0 million in 2020.2022. Our effective tax rate was 67.0% in 2021 compared to 12.1% in 2020. Our effective tax2023 and 2022, (6.5)% and 96.4%, respectively, differs from the U.S. statutory rate was higher than normal in 2021of 21% primarily as a result of theour jurisdictional mix of pre-tax income among jurisdictions, including losses not benefited as a result of a valuation allowance and the nondeductible losses on the sale and liquidation of our Argentina and Cayman subsidiaries, respectively. Our effective tax rate was lower than normal in 2020 as a result of the application of preferential foreign tax ratesincome/loss, as well as foreign income not subject to taxlosses incurred in its respective local jurisdictions, partially offset by the U.S. tax losswhich are not being benefited due to thea valuation allowance.

Liquidity and Capital Resources

Sources of Cash

Historically, we have utilized cash provided from operations as our primary source of liquidity, as internally generated cash flows have been sufficient to support our business operations, capital expenditures and discretionary share repurchases. In addition, we have utilized our revolving line of credit to fund an increased level of share repurchases and past acquisitions. We anticipate that we will continue to utilize both cash flows from operations and our revolving line of credit to support ongoing business operations, capital expenditures, expenses associated with our long-term factory planning strategy, future discretionary share repurchases and potential future acquisitions. We believe our current cash balances, anticipated cash flow to be generated from operations and available borrowing resources will be sufficient to cover expected cash outlays for at least the next twelve months and for the foreseeable future thereafter; however, because our cash is located in various jurisdictions throughout the world, we may at times need to increase borrowing from our revolving line of credit or take on additional debt until we are able to transfer cash among our various entities.

Our liquidity is subject to various risks including the market risks identified in "ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK". 
December 31, December 31,
20212020 20232022
Cash and cash equivalentsCash and cash equivalents$60,813 $57,153 
Available borrowing resourcesAvailable borrowing resources66,300 102,300 

Cash and cash equivalents OnAt December 31, 2021,2023, we had $6.4$8.5 million, $16.0$11.1 million, $11.8$2.4 million, $17.6$8.2 million and $9.0$12.6 million of cash and cash equivalents in North America, the PRC, Asia (excluding the PRC), Europe, and South America, respectively. We attempt to mitigate our exposure to liquidity, credit and other relevant risks by placing our cash and cash equivalents with financial institutions we believe are high quality.

Our cash balances are held in numerous locations throughout the world. The majority of our cash is held outside of the United States and may be repatriated to the United States but, under current law, may be subject to federal and state income taxes and foreign withholding taxes. Additionally, repatriation of some foreign balances is restricted by local laws. We have provided for the state income tax and the foreign withholding tax liabilities on these amounts for financial statement purposes.
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Available Borrowing Resources – Our Second Amended and Restated Credit Agreement ("Second Amended Credit Agreement") with U.S. Bank National Association ("U.S. Bank") provides for a $125.0 million revolving line of credit ("Credit Line") that expires on November 1, 2023.April 30, 2024. On March 13, 2024, we executed an amendment to our Second Amended Credit Agreement, which adjusts the Credit Line to a two-tiered limit of $85.0 million up to $100.0 million (subject to meeting certain financial conditions) and extends the term to April 30, 2025. The Credit Line may be used for working capital and other general corporate purposes including acquisitions, share repurchases and capital expenditures. Amounts available for borrowing under the Credit Line are reduced by the balance of any outstanding letters of credit, of which there were $2.7 millionnone at December 31, 2021.2023. At December 31, 2021,2023, we had an outstanding balance of $56.0$55.0 million on our Credit Line and $66.3$70.0 million of availability.

See "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - Notes to Consolidated Financial Statements - Note 9" for further information regarding our Credit Line.
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Uses of Cash

Our cash flows were as follows:
(In thousands)(In thousands)Year Ended December 31, 2021Increase
(Decrease)
Year Ended December 31, 2020(In thousands)Year Ended December 31, 2023Increase
(Decrease)
Year Ended December 31, 2022
Cash provided by operating activities$40,283 $(33,109)$73,392 
Cash provided by (used for) operating activities
Cash provided by (used for) investing activitiesCash provided by (used for) investing activities(17,041)6,693 (23,734)
Cash provided by (used for) financing activitiesCash provided by (used for) financing activities(22,026)43,938 (65,964)
Effect of foreign currency exchange rate changes on cash and cash equivalentsEffect of foreign currency exchange rate changes on cash and cash equivalents2,444 3,287 (843)
Net increase (decrease) in cash and cash equivalentsNet increase (decrease) in cash and cash equivalents$3,660 $20,809 $(17,149)
 
December 31, 2021Increase
(Decrease)
December 31, 2020
December 31, 2023December 31, 2023Increase
(Decrease)
December 31, 2022
Cash and cash equivalentsCash and cash equivalents$60,813 $3,660 $57,153 
Working capitalWorking capital120,359 (26,974)147,333 

Net cash provided by operating activities was $40.3$25.2 million during 20212023 compared to $73.4$10.9 million during 2020.2022. Net incomeloss was $5.3$98.2 million in 2021 compared to $38.6for the year ended December 31, 2023, which includes the impairment of goodwill of $49.1 million in 2020. Accounts payable and accrued liabilities resulted in net cash inflowslong-lived assets of $0.9$8.0 million, in 2021 compared to net cash outflowsincome of $33.5$0.4 million in 2020, largely as a result of a significant increase in inventories and a decrease in payments related to accrued compensation in 2021.for the year ended December 31, 2022. Inventories increaseddecreased by $15.0$51.5 million during the year ended December 31, 2021 due to efforts to mitigate supply chain issues relating to component shortages and logistics delays2023 compared to a decreasean increase of $28.3$9.9 million during the year ended December 31, 2020 resulting from lower sales volume2022. This significant decrease in 2020 compared to 2019.inventories is primarily the result of less demand for our video service products. In addition, lead times for components and raw materials have normalized, enabling more efficient production planning. Our inventory turns decreasedincreased to 2.92.8 turns at December 31, 20212023 compared to 3.42.2 turns at December 31, 2020. Accrued income taxes increased by $2.92022. Changes in accounts receivables and contract assets resulted in cash inflows of $5.0 million during the year ended December 31, 20212023 compared to a decrease of $6.5$12.8 million during the year ended December 31, 2020,2022, largely as a result of decreased tax paymentsa reduction in sales during 2023 offset by an increase in days sales outstanding. Days sales outstanding were 94 days at December 31, 2023 compared to 80 days at December 31, 2022. Changes in accounts payable and increasesaccrued liabilities resulted in tax expensescash outflows of $21.4 million and $28.7 million during 2021.

Futurethe years ended December 31, 2023 and December 31, 2022, respectively, due primarily to a decrease in inventory purchases as a result of lower demand. Changes in accrued income taxes resulted in cash flows from operations are expectedoutflows of $3.5 million during the year ended December 31, 2023 compared to be affected by$2.1 million during the impacts of the COVID-19 pandemic, specifically relating to logistical issues. For the first half of 2022, we expect component shortages will continue to have an adverse effect on cash flows with some relief beginning to occur in the second half of the year. In addition, we expect to commence manufacturing operations in a new factory in Vietnam in the third quarter of 2022 which, in the short run, may result in manufacturing inefficiencies.year ended December 31, 2022.

Net cash used for investing activities during 20212023 was $17.0$13.9 million, of which $12.6$8.1 million and $4.4$5.8 million was used for capital expenditures and the development of patents, respectively. Net cash used for investing activities during 20202022 was $23.7$21.2 million, of which $16.9$7.5 million, $0.9 million, $14.0 million and $6.4$6.6 million was used for the purchase of our term deposit investment, acquisition of Qterics Inc., capital expenditures, and the development of patents, respectively. Offsetting these amounts was $7.8 million received upon the redemption of our term deposit investment.

Future cash flows used for investing activities are largely dependent on the timing and amount of capital expenditures. We estimate that we will incur between $15.0$9.0 million and $18.0$11.0 million in 20222024, which includes amounts associated with our factory in Vietnam, which we anticipate to commencecommenced operations induring the thirdsecond quarter of 2022.2023.

Net cash used for financing activities was $22.0$34.8 million during 20212023 compared to $66.0net cash provided by financing activities of $20.5 million during 2020.2022. The primary financing activities in 20212023 and 20202022 were borrowings and repayments on our line of credit and repurchases of shares of our common stock. Net borrowingsrepayments on our line of credit were $36.0$33.0 million in 20212023 and net repaymentsborrowings were $48.0$32.0 million in 2020.
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2022. During 2021,2023, we purchased 1,243,196164,540 shares of our common stock at a cost of $59.7$1.8 million compared to 443,803434,107 shares at a cost of $17.7$13.0 million during 2020.2022.

Future cash flows used for financing activities are affected by our financing needs which are largely dependent on the level of cash provided by or used in operations and the level of cash used in investing activities. Additionally, potential future repurchases of shares of our common stock will impact our cash flows used for financing activities. See "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - Notes to Consolidated Financial Statements - Note 14" for further information regarding our share repurchase programs.
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Material Cash Commitments – The following table summarizes our material cash commitments and the effect these commitments are expected to have on our cash flows in future periods: 

Payments Due by Period Payments Due by Period
(In thousands)(In thousands)TotalLess than
1 year
1 - 3
years
4 - 5
years
After
5 years
(In thousands)TotalLess than
1 year
1 - 3
years
4 - 5
years
After
5 years
Credit Line
Inventory purchases
Operating lease obligationsOperating lease obligations$27,217 $6,826 $9,701 $5,968 $4,722 
Property, plant, and equipment purchasesProperty, plant, and equipment purchases2,638 2,638 — — — 
Inventory purchases18,530 18,530 — — — 
Software licenseSoftware license3,519 53 315 735 2,416 
Total material cash commitmentsTotal material cash commitments$51,904 $28,047 $10,016 $6,703 $7,138 
Total material cash commitments
Total material cash commitments

We anticipate meeting our material cash commitments with our cash generated from operations and available borrowing resources, includingon our Credit Line.

Recent Accounting Pronouncements

See "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA — Notes to Consolidated Financial Statements — Note 2" for a discussion of recent accounting pronouncements.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to various market risks, including interest rate and foreign currency exchange rate fluctuations. We have established policies, procedures and internal processes governing our management of these risks and the use of financial instruments to mitigate our risk exposure.

Interest Rate Risk

We are exposed to interest rate risk related to our debt. From time to time, we borrow amounts on our Credit Line for working capital and other liquidity needs. Under the Second Amended Credit Agreement, we may elect to pay interest on outstanding borrowings on our Credit Line based on LIBORthe Secured Overnight Financing Rate ("SOFR") or a base rate (based on the prime rate of U.S. Bank) plus an applicable margin as defined in the Second Amended Credit Agreement. Accordingly, changes in interest rates would impact our results of operations in future periods. A 100 basis point increase in interest rates would have an approximatelyapproximate $0.4 million annual impact on net income based on our outstanding Credit Line balance at December 31, 2021.2023.

We cannot make any assurances that we will not need to borrow additional amounts in the future or that funds will be extended to us under comparable terms or at all. If funding is not available to us at a time when we need to borrow, we would have to use our cash reserves, including potentially repatriating cash from foreign jurisdictions, which may have a material adverse effect on our operating results, financial position and cash flows.

Foreign Currency Exchange Rate Risk

At December 31, 2021,2023, we had wholly-owned subsidiaries in Brazil, the British Virgin Islands, Cayman Islands, France, Germany, Hong Kong, India, Italy, Japan, Korea, Mexico, the Netherlands, the PRC, Singapore, Spain, United Kingdom and the United Kingdom.Vietnam. We are exposed to foreign currency exchange rate risk inherent in our sales commitments, anticipated sales, anticipated purchases, operating expenses, assets and liabilities denominated in currencies other than the U.S. Dollar. The most significant foreign currencies to our operations are the Chinese Yuan Renminbi, Euro, British Pound, Mexican Peso, Indian Rupee, Hong Kong Dollar, Brazilian Real, Japanese Yen, Korean Won and Korean Won.Vietnamese Dong. Our most significant foreign currency exposure is to
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the Chinese Yuan Renminbi as this is the functional currency of our China-based factories where the majority of our products are manufactured. If the Chinese Yuan Renminbi were to strengthen against the U.S. Dollar, our manufacturing costs would increase. We are generally a net payor of the Mexican Peso, Indian Rupee, Hong Kong Dollar, Japanese Yen, and Korean Won and Vietnamese Dong and therefore benefit from a stronger U.S. Dollar and are adversely affected by a weaker U.S. Dollar relative to the foreign currency. For the Euro, British Pound and Brazilian Real, we are generally a net receiver of the foreign currency and therefore benefit from a weaker U.S. Dollar and are adversely affected by a stronger U.S. Dollar relative to the foreign currency. Even where we are a net receiver, a weaker U.S. Dollar may adversely affect certain expense figures taken alone.

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From time to time, we enter into foreign currency exchange agreements to manage the foreign currency exchange rate risks inherent in our forecasted income and cash flows denominated in foreign currencies. The terms of these foreign currency exchange agreements normally last less than nine months. We recognize the gains and losses on these foreign currency contracts in the same period as the remeasurement losses and gains of the related foreign currency-denominated exposures.

It is difficult to estimate the impact of fluctuations on reported income, as it depends on the opening and closing rates, the average net balance sheet positions held in a foreign currency and the amount of income generated in local currency. We routinely forecast what these balance sheet positions and income generated in local currency may be and we take steps to minimize exposure as we deem appropriate. Alternatively, we may choose not to hedge the foreign currency risk associated with our foreign currency exposures, primarily if such exposure acts as a natural foreign currency hedge for other offsetting amounts denominated in the same currency or the currency is difficult or too expensive to hedge. We do not enter into any derivative transactions for speculative purposes.

The sensitivity of earnings and cash flows to variability in exchange rates is assessed by applying an approximate range of potential rate fluctuations to our assets, obligations and projected results of operations denominated in foreign currency with all other variables held constant. The analysis includes all of our foreign currency contracts offset by the underlying exposures. Based on our overall foreign currency rate exposure at December 31, 2021,2023, we believe that movements in foreign currency rates may have a material effect on our financial position and results of operations. We estimate that if the exchange rates for the Chinese Yuan Renminbi, Euro, British Pound, Mexican Peso, Indian Rupee, Hong Kong Dollar, Brazilian Real, and Japanese Yen, Korean Won and Vietnamese Dong relative to the U.S. Dollar fluctuate 10% from December 31, 2021,2023, net income in the first quarter of 20222024 would fluctuate by approximately $8.6$4.9 million.

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
 
 Page
All schedules are omitted because they are not applicable or the required information is shown in the consolidated financial statements or notes thereto.
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders
Universal Electronics Inc.

Opinion on the financial statements
We have audited the accompanying consolidated balance sheets of Universal Electronics Inc. (a Delaware corporation) and subsidiaries (the "Company") as of December 31, 20212023 and 2020,2022, the related consolidated statements of operations, comprehensive income (loss), stockholders' equity, and cash flows for each of the three years in the period ended December 31, 2021,2023, and the related notes and financial statement schedules included under Item 15 (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 20212023 and 2020,2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2021,2023, in conformity with accounting principles generally accepted in the United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) ("PCAOB"), the Company's internal control over financial reporting as of December 31, 2021,2023, based on criteria established in the 2013 Internal Control-IntegratedControl—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"), and our report dated March 4, 202214, 2024, expressed an unqualified opinion.

Basis for opinion
These financial statements are the responsibility of the Company'sCompany’s management. Our responsibility is to express an opinion on the Company'sCompany’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical audit matter
The critical audit mattercommunicated below is a matterarising from the current period audit of the financial statements that wascommunicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matterbelow, providing aseparate opinionon the critical audit matteror on the accounts or disclosures to which they relate.it relates.

Revenue recognition – Identifying and evaluating terms and conditions in contracts for the timing of revenue recognition

As described further in Note 2 and Note 4 to the consolidated financial statements, product revenue is generated through manufacturing and delivering universal control, sensing, and automation products, and AV accessories. The Company recognizes revenue over time for custom products with no alternative use when the Company has an enforceable right to payment for performance completed to date, including a reasonable margin, through a contractual commitment from the customer. Revenue is recognized at a point in time if the criteria for recognizing revenue over time are not met. For each new contract and/or product, management performs an analysis to determine whether the asset created is a custom asset with no alternative use and whether the terms and conditions of the contract indicate the Company has an enforceable right to payment, with a reasonable margin, for performance completed prior to the transfer of titlecontrol of the underlying asset. We identified the determination of over timeover-time versus point in timepoint-in-time revenue recognition as a critical audit matter.

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The principal considerations for our determination that over timeover-time versus point in timepoint-in-time revenue recognition is a critical audit matter is the significant judgment exercised bymanagement in identifying and evaluating whether new contracts and/or products meet the criteria for over timeover-time or point in timepoint-in-time revenue recognition. Significant judgments include the evaluation of contractual legal terms and rights within each jurisdiction thatin which the Company operates and evaluation of whether it is possible, contractually or economically, to repurpose or redirect products.products for an alternative use.

Our audit procedures related to the over timeover-time versus point in timepoint-in-time revenue recognition included the following, among others:others:

We tested the design and operating effectiveness of key controls over the Company'sCompany’s new and amended contract review process, specifically those related to the identification and evaluation of terms and conditions associated with an enforceable right to payment.
We tested the design and operating effectiveness of key controls associated with the Company'sCompany’s classification of new products, specificallyincluding those associated with the determination and classification of a product as having no alternative use.
Performed testsFor a selection of details, on a sample basisproducts from the Company's active products listing, we performed testing to determine whether products marked as custom with no alternative use are restricted, contractually or economically, to be repurposed or redirected. This includes evaluating management assumptionsjudgment regarding the economic feasibility of repurposing a finished product and evidence to support that the final product has no alternative use, such as brand names and custom designs within the plastic molding process.use.
For a sample of contracts, obtained the contract and management's analysis over the enforceable right to payment and validated that the payment terms within the contract were properly evaluated and the contract was properly included or excluded from the over time revenue recognition.
For a sampleselection of revenue transactions, we traced the products sold into the Company'sCompany’s listing of active products and determined whether that product was appropriately classified as custom or non-custom by applying the same testing approach noted above.non-custom. For transactions selected with custom products, we also obtained and read the contract and contract amendments to determine whether the payment terms within the contract specifically identified an enforceable right to payment, including a reasonable margin, upon cancellation. The two parts to this test serve to determine whether the transaction was appropriately recorded over time or at a point in time.


/s/ GRANT THORNTON LLP
We have served as the Company's auditor since 2005.

Newport Beach, California
March 4, 202214, 2024


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UNIVERSAL ELECTRONICS INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except share-related data)

December 31, 2021December 31, 2020
December 31, 2023December 31, 2023December 31, 2022
ASSETSASSETS
Current assets:Current assets:
Current assets:
Current assets:
Cash and cash equivalents
Cash and cash equivalents
Cash and cash equivalentsCash and cash equivalents$60,813 $57,153 
Accounts receivable, netAccounts receivable, net129,215 129,433 
Contract assetsContract assets5,012 9,685 
InventoriesInventories134,469 120,430 
Prepaid expenses and other current assetsPrepaid expenses and other current assets7,289 6,828 
Income tax receivableIncome tax receivable348 3,314 
Total current assetsTotal current assets337,146 326,843 
Property, plant and equipment, netProperty, plant and equipment, net74,647 87,285 
GoodwillGoodwill48,463 48,614 
Intangible assets, netIntangible assets, net20,169 19,710 
Operating lease right-of-use assetsOperating lease right-of-use assets19,847 19,522 
Deferred income taxesDeferred income taxes7,729 5,564 
Other assetsOther assets2,347 2,752 
Total assetsTotal assets$510,348 $510,290 
LIABILITIES AND STOCKHOLDERS' EQUITYLIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:Current liabilities:
Current liabilities:
Current liabilities:
Accounts payable
Accounts payable
Accounts payableAccounts payable$92,707 $83,229 
Line of creditLine of credit56,000 20,000 
Accrued compensationAccrued compensation24,217 28,931 
Accrued sales discounts, rebates and royaltiesAccrued sales discounts, rebates and royalties9,286 10,758 
Accrued income taxesAccrued income taxes3,737 3,535 
Other accrued liabilitiesOther accrued liabilities30,840 33,057 
Total current liabilitiesTotal current liabilities216,787 179,510 
Long-term liabilities:Long-term liabilities:
Operating lease obligationsOperating lease obligations14,266 13,681 
Contingent consideration— 292 
Operating lease obligations
Operating lease obligations
Deferred income taxes
Deferred income taxes
Deferred income taxesDeferred income taxes2,394 1,913 
Income tax payableIncome tax payable939 1,054 
Other long-term liabilitiesOther long-term liabilities13 539 
Total liabilitiesTotal liabilities234,399 196,989 
Commitments and contingencies00
Commitments and contingencies (Note 13)Commitments and contingencies (Note 13)
Stockholders' equity:Stockholders' equity:
Preferred stock, $0.01 par value, 5,000,000 shares authorized; none issued or outstandingPreferred 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; 24,678,942 and 24,391,595 shares issued on December 31, 2021 and 2020, respectively247 244 
Preferred stock, $0.01 par value, 5,000,000 shares authorized; none issued or outstanding
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; 25,346,383 and 24,999,951 shares issued on December 31, 2023 and 2022, respectively
Paid-in capitalPaid-in capital314,094 302,084 
Treasury stock, at cost, 11,861,198 and 10,618,002 shares on December 31, 2021 and 2020, respectively(355,159)(295,495)
Treasury stock, at cost, 12,459,845 and 12,295,305 shares on December 31, 2023 and 2022, respectively
Accumulated other comprehensive income (loss)Accumulated other comprehensive income (loss)(13,524)(18,522)
Retained earningsRetained earnings330,291 324,990 
Total stockholders' equityTotal stockholders' equity275,949 313,301 
Total liabilities and stockholders' equityTotal liabilities and stockholders' equity$510,348 $510,290 

The accompanying notes are an integral part of these consolidated financial statements.
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UNIVERSAL ELECTRONICS INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
 
Year Ended December 31, Year Ended December 31,
202120202019 202320222021
Net salesNet sales$601,602 $614,680 $753,477 
Cost of salesCost of sales428,586 438,424 583,274 
Gross profitGross profit173,016 176,256 170,203 
Research and development expensesResearch and development expenses30,917 31,450 29,412 
Factory restructuring charges
Selling, general and administrative expensesSelling, general and administrative expenses118,846 107,539 125,476 
Operating income23,253 37,267 15,315 
Goodwill impairment
Operating income (loss)
Interest income (expense), netInterest income (expense), net(566)(1,422)(3,918)
Loss on sale of Argentina subsidiaryLoss on sale of Argentina subsidiary(6,050)— — 
Accrued social insurance adjustment— 9,464 — 
Other income (expense), netOther income (expense), net(557)(1,404)(995)
Income before provision for income taxes16,080 43,905 10,402 
Other income (expense), net
Other income (expense), net
Income (loss) before provision for income taxes
Provision for income taxesProvision for income taxes10,779 5,333 6,772 
Net income$5,301 $38,572 $3,630 
Net income (loss)
Earnings per share:
Earnings (loss) per share:
Earnings (loss) per share:
Earnings (loss) per share:
Basic
Basic
BasicBasic$0.39 $2.78 $0.26 
DilutedDiluted$0.39 $2.72 $0.26 
Shares used in computing earnings per share:
Shares used in computing earnings (loss) per share:
Basic
Basic
BasicBasic13,465 13,893 13,879 
DilutedDiluted13,742 14,166 14,109 


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

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UNIVERSAL ELECTRONICS INC.
CONSOLIDATED COMPREHENSIVE INCOME (LOSS) STATEMENTS
(In thousands)
Year Ended December 31, Year Ended December 31,
202120202019 202320222021
Net income$5,301 $38,572 $3,630 
Net income (loss)
Other comprehensive income (loss):Other comprehensive income (loss):
Change in foreign currency translation adjustmentChange in foreign currency translation adjustment(427)4,259 (2,500)
Change in foreign currency translation adjustment
Change in foreign currency translation adjustment
Change in foreign currency translation due to sale of Argentina subsidiaryChange in foreign currency translation due to sale of Argentina subsidiary5,425 — — 
Comprehensive income$10,299 $42,831 $1,130 
Comprehensive income (loss)


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

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UNIVERSAL ELECTRONICS INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(In thousands)

Common Stock
Issued
Common Stock
in Treasury
Paid-in
Capital
Accumulated
Other
Comprehensive
Income (Loss)
Retained
Earnings
Totals
SharesAmountSharesAmount
Balance at January 1, 201923,933 $239 (10,116)$(275,889)$276,103 $(20,281)$282,788 $262,960 
Balance at January 1, 2021
Balance at January 1, 2021
Balance at January 1, 2021
Net income
Net income
Net incomeNet income3,630 3,630 
Currency translation adjustmentCurrency translation adjustment(2,500)(2,500)
Currency translation adjustment
Currency translation adjustment
Change in foreign currency translation due to sale of Argentina subsidiary
Change in foreign currency translation due to sale of Argentina subsidiary
Change in foreign currency translation due to sale of Argentina subsidiary
Shares issued for employee benefit plan and compensation
Shares issued for employee benefit plan and compensation
Shares issued for employee benefit plan and compensationShares issued for employee benefit plan and compensation133 945 947 
Purchase of treasury sharesPurchase of treasury shares(58)(1,928)(1,928)
Purchase of treasury shares
Purchase of treasury shares
Stock options exercised
Stock options exercised
Stock options exercisedStock options exercised22 — 448 448 
Shares issued to directorsShares issued to directors30 — — — 
Shares issued to directors
Shares issued to directors
Employee and director stock-based compensation
Employee and director stock-based compensation
Employee and director stock-based compensationEmployee and director stock-based compensation8,845 8,845 
Performance-based common stock warrantsPerformance-based common stock warrants1,997 1,997 
Balance at December 31, 201924,118 241 (10,174)(277,817)288,338 (22,781)286,418 274,399 
Performance-based common stock warrants
Performance-based common stock warrants
Balance at December 31, 2021
Balance at December 31, 2021
Balance at December 31, 2021
Net income
Net income
Net incomeNet income38,572 38,572 
Currency translation adjustmentCurrency translation adjustment4,259 4,259 
Currency translation adjustment
Currency translation adjustment
Shares issued for employee benefit plan and compensation
Shares issued for employee benefit plan and compensation
Shares issued for employee benefit plan and compensationShares issued for employee benefit plan and compensation169 1,135 1,136 
Purchase of treasury sharesPurchase of treasury shares(444)(17,678)(17,678)
Purchase of treasury shares
Purchase of treasury shares
Stock options exercised
Stock options exercised
Stock options exercisedStock options exercised80 2,804 2,805 
Shares issued to directorsShares issued to directors25 (1)— 
Shares issued to directors
Shares issued to directors
Employee and director stock-based compensationEmployee and director stock-based compensation9,122 9,122 
Performance-based common stock warrants686 686 
Balance at December 31, 202024,392 244 (10,618)(295,495)302,084 (18,522)324,990 313,301 
Net income5,301 5,301 
Employee and director stock-based compensation
Employee and director stock-based compensation
Balance at December 31, 2022
Balance at December 31, 2022
Balance at December 31, 2022
Net loss
Net loss
Net loss
Currency translation adjustmentCurrency translation adjustment(427)(427)
Change in foreign currency translation due to sale of Argentina subsidiary5,425 5,425 
Currency translation adjustment
Currency translation adjustment
Shares issued for employee benefit plan and compensation
Shares issued for employee benefit plan and compensation
Shares issued for employee benefit plan and compensationShares issued for employee benefit plan and compensation203 1,090 1,092 
Purchase of treasury sharesPurchase of treasury shares(1,243)(59,664)(59,664)
Stock options exercised54 1,637 1,638 
Purchase of treasury shares
Purchase of treasury shares
Shares issued to directors
Shares issued to directors
Shares issued to directorsShares issued to directors30 — — — 
Employee and director stock-based compensationEmployee and director stock-based compensation9,969 9,969 
Performance-based common stock warrants(686)(686)
Balance at December 31, 202124,679 $247 (11,861)$(355,159)$314,094 $(13,524)$330,291 $275,949 
Employee and director stock-based compensation
Employee and director stock-based compensation
Balance at December 31, 2023
Balance at December 31, 2023
Balance at December 31, 2023


The accompanying notes are an integral part of these consolidated financial statements.
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UNIVERSAL ELECTRONICS INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Year Ended December 31, Year Ended December 31,
202120202019 202320222021
Cash flows from operating activities:Cash flows from operating activities:
Net income$5,301 $38,572 $3,630 
Adjustments to reconcile net income to net cash provided by operating activities:
Net income (loss)
Net income (loss)
Net income (loss)
Adjustments to reconcile net income (loss) to net cash provided by (used for) operating activities:
Depreciation and amortization
Depreciation and amortization
Depreciation and amortizationDepreciation and amortization26,747 29,735 31,926 
Provision for credit lossesProvision for credit losses— 332 441 
Deferred income taxesDeferred income taxes(1,560)(478)(1,779)
Deferred income taxes
Deferred income taxes
Shares issued for employee benefit planShares issued for employee benefit plan1,092 1,136 947 
Employee and director stock-based compensationEmployee and director stock-based compensation9,969 9,122 8,845 
Performance-based common stock warrantsPerformance-based common stock warrants(686)686 1,997 
Impairment of long-term assets3,338 134 1,506 
Impairment of goodwill
Impairment of long-lived assets
Loss on sale of Argentina subsidiary, net of cash transferredLoss on sale of Argentina subsidiary, net of cash transferred5,960 — — 
Accrued social insurance adjustment— (9,464)— 
Loss on sale of Ohio call center— 712 — 
Changes in operating assets and liabilities:Changes in operating assets and liabilities:
Changes in operating assets and liabilities:
Changes in operating assets and liabilities:
Accounts receivable and contract assets
Accounts receivable and contract assets
Accounts receivable and contract assetsAccounts receivable and contract assets2,007 14,884 17,203 
InventoriesInventories(14,985)28,295 (1,914)
Prepaid expenses and other assetsPrepaid expenses and other assets(630)(245)4,648 
Accounts payable and accrued liabilitiesAccounts payable and accrued liabilities870 (33,543)14,233 
Accrued income taxesAccrued income taxes2,860 (6,486)3,574 
Net cash provided by operating activities40,283 73,392 85,257 
Net cash provided by (used for) operating activities
Cash flows from investing activities:Cash flows from investing activities:
Purchase of term deposit
Purchase of term deposit
Purchase of term deposit
Redemption of term deposit
Acquisition of the net assets of Qterics, Inc.
Acquisitions of property, plant and equipment
Acquisitions of intangible assets
Acquisitions of property, plant and equipment(12,586)(16,862)(21,313)
Acquisitions of intangible assets(4,455)(6,372)(2,655)
Payment on sale of Ohio call center— (500)— 
Net cash used for investing activities(17,041)(23,734)(23,968)
Net cash provided by (used for) investing activities
Net cash provided by (used for) investing activities
Net cash provided by (used for) investing activities
Cash flows from financing activities:Cash flows from financing activities:
Borrowings under line of credit
Borrowings under line of credit
Borrowings under line of creditBorrowings under line of credit112,000 75,000 72,500 
Repayments on line of creditRepayments on line of credit(76,000)(123,000)(106,000)
Proceeds from stock options exercisedProceeds from stock options exercised1,638 2,805 448 
Treasury stock purchasedTreasury stock purchased(59,664)(17,678)(1,928)
Contingent consideration payments in connection with business combinations— (3,091)(4,251)
Net cash used for financing activities(22,026)(65,964)(39,231)
Net cash provided by (used for) financing activities
Net cash provided by (used for) financing activities
Net cash provided by (used for) financing activities
Effect of foreign currency exchange rate changes on cash and cash equivalentsEffect of foreign currency exchange rate changes on cash and cash equivalents2,444 (843)(963)
Net increase (decrease) in cash and cash equivalentsNet increase (decrease) in cash and cash equivalents3,660 (17,149)21,095 
Cash and cash equivalents at beginning of periodCash and cash equivalents at beginning of period57,153 74,302 53,207 
Cash and cash equivalents at end of periodCash and cash equivalents at end of period$60,813 $57,153 $74,302 
Supplemental cash flow information:Supplemental cash flow information:
Supplemental cash flow information:
Supplemental cash flow information:
Income taxes paid
Income taxes paid
Income taxes paidIncome taxes paid$10,093 $12,712 $7,275 
Interest paidInterest paid$620 $1,610 $4,403 

The accompanying notes are an integral part of these consolidated financial statements.
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UNIVERSAL ELECTRONICS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 20212023


Note 1 — Description of Business

Universal Electronics Inc. ("UEI"), based in Scottsdale, Arizona, designs, develops, manufactures, ships and supports control and sensor technology solutions and a broad line of universal control systems, audio-video ("AV") accessories, and intelligent wireless security and smart home products that are used by the world's leading brands in the video services, consumer electronics, security, home automation, climate control, and home appliance markets. In addition, over the past 3637 years, we have developed a broad portfolio of patented technologies and a cloud-based connectivity and control software solutionsolutions that we license to our customers, including many leading Fortune 500 companies.

Distribution methods for our control solutions vary depending on the sales channel. We license our connectivity and control solution technologies across a variety of channels, primarily to original equipment manufacturers ("OEMs"). We distribute remote control devices, integrated circuits, home security sensors, connected thermostats and AV accessories directly to video and security service providers and OEMs, both domestically and internationally. We also distribute home security sensors and connected thermostats to pro-security installers and hospitality system integrators in the United States and Europe through a network of national and regional distributors and dealers.

Additionally, we sell our wireless control devices and AV accessories under the One For All®, EcolinkTM and private label brand names to retailers through our international subsidiaries and direct to retailers in key markets, such as in the United States, United Kingdom, Germany, France, Spain, and Italy. We utilize third-party distributors for the retail channel in countries where we do not have subsidiaries.

As used herein, the terms "we", "us" and "our" refer to Universal Electronics Inc. and its subsidiaries unless the context indicates to the contrary.

Note 2 — Summary of Significant Accounting Policies

Principles of Consolidation

The consolidated financial statements include our accounts and those of our wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in the consolidated financial statements.

Reportable Segment

An operating segment, in part, is a component of an enterprise whose operating results are regularly reviewed by the chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance. Operating segments may be aggregated only to a limited extent. Our chief operating decision maker, the Chief Executive Officer, reviews financial information presented on a consolidated basis, accompanied by disaggregated information about revenues for purposes of making operating decisions and assessing financial performance. Accordingly, we only have a single operating and reportable segment.

Estimates and Assumptions

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP") requires us to make estimates and assumptions 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 assumptions, including those related to revenue recognition, allowance for credit losses, inventory valuation, impairment of long-lived assets, intangible assets and goodwill, business combinations, income taxes and related valuation allowances, stock-based compensation expense and performance-based common stock warrants. Actual results may differ from these assumptions and estimates, and they may be adjusted as more information becomes available. Any adjustment may be material.

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UNIVERSAL ELECTRONICS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 20212023

Revenue Recognition

Revenue is recognized when control of a good or service is transferred to a customer. Control is considered to be transferred when the customer has the ability to direct the use of and obtain substantially all of the remaining benefits of that good or service. Revenues are generated from manufacturing, shipping and supporting control and sensor technology solutions and a broad line of pre-programmed and universal control products, AV accessories, and intelligent wireless security and smart home products that are used in the video services, consumer electronics, security, home automation, climate control, and home appliance market, which are sold through multiple channels, and licensing intellectual property that is embedded in these products or licensed to others for use in their products. We also generate revenues from a cloud-based software solution enabling software updates, digital rights management provisioning and remote technical support to consumer electronics customers.

    Revenue - Product revenue is generated through manufacturing, shipping and supporting control and sensor technology solutions and a broad line of pre-programmed and universal control products, AV accessories, and intelligent wireless security and smart home products that are used in the video services, consumer electronics, security, home automation, climate control, and home appliance market, which are sold through multiple channels. Our performance obligations are satisfied over time or at a point in time, depending on the nature of the product. Our contracts have an anticipated duration of less than a year and consideration may be variable based on indeterminate volumes.

Revenue is recognized over time when our performance creates an asset with no alternative use to us (custom products) and we have an enforceable right to payment for performance completed to date, including a reasonable margin, through a contractual commitment from the customer. Custom products are those products for which we are unable to redirect the asset to another customer in the foreseeable future without significant rework. The method for measuring progress towards satisfying a performance obligation for a custom product is based on the costs incurred to date (cost-to-cost method). We believe that the costs associated with production are most closely aligned with the revenue associated with those products.

We recognize revenue at a point in time if the criteria for recognizing revenue over time are not met, the title of the goods has transferred and we have a present right to payment.

A provision is recorded for estimated sales returns and allowances and is deducted from gross sales to arrive at net sales in the period the related revenue is recorded. These estimates are based on historical sales returns and allowances, analysis of credit memo data and other known factors. Actual returns and claims in any future period are inherently uncertain and thus may differ from our estimates. If actual or expected future returns and claims are significantly greater or lower than the reserves that we have established, we will record a reduction or increase to net sales in the period in which we make such a determination.

We license our symbolic intellectual property which includes our patented technologies and database of control codes. Royalty revenue is recognized for these licensing arrangements on an over time basis. We record license revenue for per-unit based licenses when our customers manufacture or ship a product incorporating our intellectual property and we have a present right to payment. We record per-unit-based licenses with minimum guarantees ratably over the license period to which the minimum guarantee relates and any per-unit sales in excess of the minimum guarantee in the period in which the sale occurs. We record licenses with fixed consideration ratably over the license period. Tiered royalties are recorded on a straight-line basis according to the forecasted per-unit fees taking into account the pricing tiers.

We recognize service revenues related to our cloud-based software solution on an over-time basis, as our customers simultaneously receive and consume the benefits provided by our performance. Revenues are recognized over the period during which the performance obligations are satisfied, and control of the service is transferred to the customers.

    Contract assets - Contract assets represent the value of revenue recognized over time for which we have not yet invoiced the customer. Generally, we invoice the customer within 90 days of revenue recognition.

    Contract liabilities - A contract liability is recorded when consideration is received from a customer prior to fully satisfying a performance obligation in a contract. Our contract liabilities primarily consist of cash received in advance for non-recurring engineering and toolingof providing our cloud-based software services. These contract liabilities will be recognized as revenues when control of the related product or service is transferred to the customer. See Note 124 for further information concerning contract liabilities.

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UNIVERSAL ELECTRONICS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2023

    Other performance obligationssales-related matters - Trade receivables are recorded at the invoiced amount and do not bear interest. Payment terms are typically on open credit terms consistent with industry practice and do not have significant financing components. We accrue for discounts and rebates based on historical experience and our expectations regarding future sales to our customers. Accruals for discounts and rebates are recorded as a reduction to sales in the same period as the related revenue. Such discounts were $14.4$10.5 million and $15.9$12.2 million at December 31, 20212023 and 2020,2022, respectively. Changes in such accruals may be required if future rebates and incentives differ from our estimates.

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UNIVERSAL ELECTRONICS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2021

Trade receivables are recorded at the invoiced amount and do not bear interest. Sales allowances are recognized as reductions of trade receivables to arrive at trade receivables, net if the sales allowances are distributed in customer account credits. See Note 4 for further information concerning our sales allowances.

We present all non-income government-assessed taxes (sales, use and value added taxes) collected from our customers and remitted to governmental agencies on a net basis (excluded from revenue) in our financial statements. The government-assessed taxes are recorded in our consolidated balance sheets until they are remitted to the government agency.

Income Taxes

We provide for income taxes utilizing the asset and liability approach of accounting for income taxes. Under this approach, deferred taxes represent the future tax consequences expected to occur when the reported amounts of assets and liabilities are recovered or paid. Deferred taxes are presented net as non-current by jurisdiction. The provision for income taxes generally represents income taxes paid or payable for the current year plus the change in deferred taxes during the year. Deferred taxes result from the differences between the financial and tax bases of our assets and liabilities and are adjusted for changes in tax rates and tax laws when changes are enacted. Valuation allowances are recorded to reduce deferred tax assets when a judgment is made that is considered more likely than not that a tax benefit will not be realized. A decision to record a valuation allowance results in an increase in income tax expense or a decrease in income tax benefit. If the valuation allowance is released in a future period, income tax expense will be reduced accordingly.

The calculation of tax liabilities involves dealing with uncertainties in the application of complex global tax regulations. The impact of an uncertain income tax position is recognized at the largest amount that is more likely than not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. If the estimate of tax liabilities proves to be less than the ultimate assessment, a further charge to expense would result.

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not, on a jurisdiction-by-jurisdiction basis, that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. We continue to assess the need for a valuation allowance on the deferred tax assetassets by evaluating both positive and negative evidence that may exist. Any adjustment to the net deferred tax asset valuation allowance would be recorded in the income statement for the period that the adjustment is determined to be required.

The Tax Cuts and Jobs Act (the "Tax Act") subjects a U.S. shareholder to tax on Global Intangible Low-Taxed Income ("GILTI") earned by certain foreign subsidiaries. We have elected to account for GILTI in the year the tax is incurred as a period expense.

See Note 10 for further information concerning income taxes.

Research and Development

Research and development costs are expensed as incurred and consist primarily of salaries, employee benefits, supplies and materials.

Advertising

Advertising costs are expensed as incurred. Advertising expense totaled $0.8$0.6 million, $0.9$0.5 million and $0.9$0.8 million for the years ended December 31, 2021, 20202023, 2022 and 2019,2021, respectively.

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Shipping and Handling Fees and Costs

We include shipping and handling fees billed to customers in net sales. Shipping and handling costs associated with in-bound freight or amounts billed to customers are recorded in cost of sales. Other shipping and handling costs are included in selling, general and administrative expenses. Shipping and handling fees and costs totaled $11.8$8.3 million, $9.9$10.8 million and $13.2$11.8 million for the years ended December 31, 2021, 20202023, 2022 and 2019,2021, respectively.

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Stock-Based Compensation

We recognize the grant date fair value of stock-based compensation awards as expense in proportion to vesting during the requisitederived service period, which ranges from one to three years. Forfeitures of stock-based awards are accounted for as they occur. Upon the exercise of stock options or the vesting of restricted stock awards, newly issued shares of our common stock are issued. Our stock-based compensation awards are made at the discretion of the Compensation Committee and are not timed or coordinated with the release of material, non-public information.

We determine the fair value of restricted stock awards with a service condition utilizing the average of the high and low trading prices of our common shares on the date they were granted.

The fair value of stock options granted to employees and directors is determined utilizing the Black-Scholes option pricing model. The assumptions utilized in the Black-Scholes model include the risk-free interest rate, expected volatility, expected life in years and dividend yield. The risk-free interest rate over the expected term is equal to the prevailing U.S. Treasury note rate over the same period. Expected volatility is determined utilizing historical volatility over a period of time equal to the expected life of the stock option. Expected life is computed utilizing historical exercise patterns and post-vesting behavior. The dividend yield is assumed to be zero since we have not historically declared dividends and do not have any plans to declare dividends in the future. See Note 15 for further information regarding stock-based compensation.

Performance-Based Common Stock Warrants

The measurement date for performance-based common stock warrants is the date on which the warrants vest. We recognize the fair value of performance-based common stock warrants as a reduction to net sales ratably as the warrants vest based on the projected number of warrants that will vest, the proportion of the performance criteria achieved by the customer within the period relative to the total performance required (aggregate purchase levels) for the warrants to vest and the fair value of the related unvested warrants. If we do not have a reliable forecast of future purchases to be made by the customer by which to estimate the number of warrants that will vest, then the maximum number of potential warrants is assumed until such time that a reliable forecast of future purchases is available. To the extent that our projections change in the future as to the number of warrants that will vest, a cumulative catch-up adjustment will be recorded in the period in which our estimates change.

The FASB issued guidance in November 2019 that clarifies the accounting for share-based payments issued as sales incentives to customers. The guidance requires that stock-based compensation expense be recorded as a reduction in the transaction price on the basis of the grant-date fair value. The transition provisions require that equity-classified awards be measured at the adoption date fair value if the measurement date has not been established prior to the adoption date. The measurement periods for the first two successive two-year periods of our outstanding performance-based common stock warrants were completed prior to adoption and were not impacted by this updated guidance. The measurement period for the final two-year period began on January 1, 2020, and, accordingly, we measured the fair value of the award as of our adoption date on January 1, 2020 using the Black-Scholes option pricing model. The assumptions utilized in the Black-Scholes model include the price of our common stock, the risk-free interest rate, expected volatility, expected life in years and dividend yield. The price of our common stock is equal to the average of the high and low trade prices of our common stock on the grant date. The risk-free interest rate over the expected life is equal to the prevailing U.S. Treasury note rate over the same period. Expected volatility is determined utilizing historical volatility over a period of time equal to the expected life of the warrant. Expected life is equal to the remaining contractual term of the warrant. The dividend yield is assumed to be zero since we have not historically declared dividends and do not have any plans to declare dividends in the future. See Note 16 for further information regarding performance-based common stock warrants.

Foreign Currency Translation and Foreign Currency Transactions

We use the U.S. Dollar as our functional currency for financial reporting purposes. The functional currency for most of our foreign subsidiaries is their local currency. The translation of foreign currencies into U.S. Dollars is performed for balance sheet accounts using exchange rates in effect at the balance sheet dates and for revenue and expense accounts using the average exchange rate during each period. The gains and losses resulting from the translation are included in the foreign currency translation adjustment account, a component of accumulated other comprehensive income in stockholders' equity, and are excluded from net income. The portions of intercompany accounts receivable and accounts payable that are intended for settlement are translated at exchange rates in effect at the balance sheet date. Our intercompany foreign investments and long-term debt that are not intended for settlement are translated using historical exchange rates.

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Transaction gains and losses generated by the effect of changes in foreign currency exchange rates on recorded assets and liabilities denominated in a currency different than the functional currency of the applicable entity are recorded in other income (expense), net. See Note 17 for further information concerning transaction gains and losses.

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Earnings (Loss) Per Share

Basic earnings (loss) per share is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed by dividing net income by the weighted average number of common shares and dilutive potential common shares, including the dilutive effect of stock options, restricted stock and common stock warrants, outstanding during the period. Dilutive potential common shares for all periods presented are computed utilizing the treasury stock method; however, dilutive potential common shares are excluded where their inclusion would be anti-dilutive.

Financial Instruments

Our financial instruments consist primarily of cash and cash equivalents, term deposit, accounts receivable, accounts payable, accrued liabilities, debt and derivatives. The carrying value of our financial instruments, excluding derivatives, approximates fair value as a result of their short maturities. Our derivatives are carried at fair value. See Notes 3, 4, 9, 11, 12 and 19 for further information concerning our financial instruments.

Cash, and Cash Equivalents and Term Deposit

Cash and cash equivalents include cash accounts and all investments purchased with initial maturities of three months or less. Our term deposit, entered into on January 24, 2022, had an initial maturity of one year, but was redeemed prior to December 31, 2022. Domestically, we generally maintain balances in excess of federally insured limits. We attempt to mitigate our exposure to liquidity, credit and other relevant risks by placing our cash, and cash equivalents and term deposit with financial institutions we believe are high quality. These financial institutions are located in many different geographic regions. As part of our cash and risk management processes, we perform periodic evaluations of the relative credit standing of our financial institutions. We have not sustained credit losses from instruments held at financial institutions. See Note 3 for further information concerning cash, cash equivalents and cash equivalents.term deposit.

Allowance for Credit Losses

We maintain an allowance for credit losses for estimated losses on our trade receivables, resulting from the inability of our customers to make payments for products sold or services rendered. The allowance for credit losses is based on a variety of factors, including credit reviews, historical experience, length of time receivables are past due, current economic trends and changes in customer payment behavior.

We also 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. If circumstances related to a customer change, our estimates of the recoverability of the receivables would be further adjusted. See Note 4 for further information concerning our allowance for credit losses.

Inventories

Inventories consist of remote controls, wireless sensors and AV accessories, as well as the related component parts and raw materials. Inventoriable costs include materials, labor, freight-in and manufacturing overhead related to the purchase and production of inventories. We value our inventories at the lower of cost or net realizable value. Cost is determined using the first-in, first-out method. We attempt to carry inventories in amounts necessary to satisfy our customer requirements on a timely basis. See Note 5 for further information concerning our inventories and suppliers.

Product innovations and technological advances may shorten a given product's life cycle. We continually monitor our inventories to identify any excess or obsolete items on hand. We write down our inventories for estimated excess and obsolescence in an amount equal to the difference between the cost of the inventories and estimated net realizable value. These estimates are based upon management's judgment about future demand and market conditions.

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Property, Plant, and Equipment

Property, plant, and equipment are recorded at cost. The cost of property, plant, and equipment includes the purchase price of the asset and all expenditures necessary to prepare the asset for its intended use. We capitalize additions and improvements and expense maintenance and repairs as incurred.

We capitalize certain internal and external costs incurred to acquire or create internal use software, principally related to software coding, designing system interfaces and installation and testing of the software. 

For financial reporting purposes, depreciation is calculated using the straight-line method over the estimated useful lives of the respective assets. When assets are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the appropriate accounts and any gain or loss is included as a component of depreciation expense.

Estimated useful lives are as follows:
Buildings25-33 years
Tooling and equipment2-7 Yearsyears
Computer equipment3-5 Yearsyears
Software3-7 Yearsyears
Furniture and fixtures5-8 Yearsyears
Leasehold and building improvements
Lesser of lease term or useful life
(approximately 2 to 10 years)

See Note 6 for further information concerning our property, plant, and equipment.

Goodwill

We record the excess purchase price of net tangible and intangible assets acquired over their estimated fair value as goodwill. We evaluate the carrying value of goodwill on December 31 of each year and between annual evaluations if events occur or circumstances change that may 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) a decline in macroeconomic conditions, (3) a significant decline in our financial performance or (4) a significant decline in the price of our common stock for a sustained period of time.

We perform our annual impairment test, and any required interim tests, using the optional qualitative assessment, weighing the relative impact of factors that are specific to our single reporting unit including our market capitalization compared to the carrying value of our stockholders' equity, as well as industry and macroeconomic factors. Based on the qualitative assessment performed, we consider the aggregation of the relevant factors, and conclude whether it is more likely than not that the fair value of our single reporting unit is less than the carrying value. If we conclude that it is more likely than not that the fair value of our single reporting unit is less than the carrying value, or if we decide not to elect the optional qualitative assessment, we perform a quantitative impairment test, using cash flow projections, discounted by our weighted-average cost of capital. In addition to any quantitative impairment analysis, we also consider the implied control premium compared to our market capitalization.

See Note 7 for further information concerning goodwill and goodwill impairment.

Intangible Assets

Intangible assets consist of capitalized software development costs, customer relationships, developed and core technologies, distribution rights, patents and trademarks and trade names. Capitalized amounts related to patents represent external legal costs for the application, maintenance and extension of the useful life of patents. Intangible assets are amortized using the straight-line method over their estimated period of benefit.

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Estimated useful lives are as follows:
Capitalized software development2 years
Customer relationships10-15 years
Developed and core technology5-15 years
Distribution rights10 years
Patents10 years
Trademarks and trade names10 years

See Note 7 for further information concerning intangible assets.

Long-Lived and Intangible Assets Impairment

We assess the impairment of long-lived and intangible assets whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors considered important which may trigger an impairment review may include the following, but are not limited to: (1) significant underperformance relative to historical or projected future operating results; (2) significant changes in the manner or use of the assets, their physical condition or strategy for the overall business; (3) significant negative industry or economic trends; (4) a current expectation that a long-lived asset will be sold or otherwise disposed of significantly before the end of its previously estimated useful life; or (5) a significant decline in our stock price for a sustained period.

We conduct an impairment review when we determine that the carrying value of a long-lived or intangible asset may not be recoverable based upon the existence of one or more of the above indicators of impairment. The asset is impaired if its carrying value exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset.

An impairment loss is the amount by which the carrying value of an asset exceeds its fair value. We estimate fair value utilizing the projected discounted cash flow method and a discount rate determined by our management to be commensurate with the risk inherent in our current business model.

See Note 6 for further information concerning long-lived assets. See Note 7 for further information concerning intangible assets.

Leases

We determine if an arrangement is a lease at inception and determine the classification of the lease, as either operating or finance, at commencement. Operating leases are included in operating lease right-of-use ("ROU") assets, other accrued liabilities and long-term operating lease obligations on our consolidated balance sheets. We presently do not have any finance leases.

ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date of the lease based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the commencement date, including the lease term, in determining the present value of lease payments. Operating lease ROU assets also factor in any lease payments made, initial direct costs and lease incentives received. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Some of our leases include options to extend with a range of three years to five years with 1 extensiontwo extensions at the then current market rate. Lease expense for lease payments is recognized on a straight-line basis over the lease term.

Leases with an initial term of twelve months or less, or on a month-to-month basis, are not recorded on the balance sheet and are recognized on a straight-line basis over the lease term. If applicable, we combine lease and non-lease components, which primarily relate to ancillary expenses associated with real estate leases such as common area maintenance charges and management fees.

See Note 8 for further information concerning our leases.

Goodwill

We record the excess purchase price of net tangible and intangible assets acquired over their estimated fair value as goodwill. We evaluate the carrying value of goodwill on December 31 of each year and between annual evaluations if events occur or circumstances change that may 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.
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We perform our annual impairment test using a qualitative assessment weighing the relative impact of factors that are specific to our single reporting unit as well as industry and macroeconomic factors. Based on the qualitative assessment performed, considering the aggregation of the relevant factors, we concluded that it is not more likely than not that the fair value of our single reporting unit is less than the carrying value. Therefore, performing a quantitative impairment test was unnecessary.

See Note 7 for further information concerning goodwill.

Long-Lived and Intangible Assets Impairment

Intangible assets consist of capitalized software development costs, customer relationships, developed and core technologies, distribution rights, patents and trademarks and trade names. Capitalized amounts related to patents represent external legal costs for the application, maintenance and extension of the useful life of patents. Intangible assets are amortized using the straight-line method over their estimated period of benefit, ranging from two to 15 years.

We assess the impairment of long-lived assets and intangible assets whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors considered important which may trigger an impairment review include the following: (1) significant underperformance relative to historical or projected future operating results; (2) significant changes in the manner or use of the assets or strategy for the overall business; (3) significant negative industry or economic trends; and (4) a significant decline in our stock price for a sustained period.

We conduct an impairment review when we determine that the carrying value of a long-lived or intangible asset may not be recoverable based upon the existence of one or more of the above indicators of impairment. The asset is impaired if its carrying value exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. In assessing recoverability, we make assumptions regarding estimated future cash flows and other factors.

An impairment loss is the amount by which the carrying value of an asset exceeds its fair value. We estimate fair value utilizing the projected discounted cash flow method and a discount rate determined by our management to be commensurate with the risk inherent in our current business model. When calculating fair value, we make assumptions regarding estimated future cash flows, discount rates and other factors.

See Note 6 for further information concerning long-lived assets. See Note 7 for further information concerning intangible assets.

Business Combinations

We allocate the purchase price of acquired businesses to the tangible and intangible assets and the liabilities assumed based on their estimated fair values on the acquisition date. The excess of the purchase price over the fair value of net assets acquired is recorded as goodwill. We engage independent third-party appraisal firms to assist us in determining the fair values of assets acquired and liabilities assumed. Such valuations require management to make significant fair value estimates and assumptions, especially with respect to intangible assets and contingent consideration. Management estimates the fair value of certain intangible assets and contingent consideration by utilizing the following (but not limited to):

future cash flow from customer contracts, customer lists, distribution agreements, acquired developed technologies, trademarks, trade names and patents;
expected costs to complete development of in-process technology 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.

Results of operations and cash flows of acquired businesses are included in our operating results from the date of acquisition.

In those circumstances where an acquisition involves a contingent consideration arrangement, we recognize a liability equal to the fair value of the contingent payments we expect to make as of the acquisition date. We re-measure this liability at each reporting period and record changes in the fair value within operating expenses. Increases or decreases in the fair value of the contingent consideration liability can result from changes in discount periods and rates, as well as changes in the timing and
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DECEMBER 31, 2021

amount of earnings estimates or in the timing or likelihood of achieving earnings-based milestones. Contingent consideration is recorded in other accrued liabilities and long-term contingent consideration in our consolidated balance sheets.

See Note 1221 for further information concerning contingent consideration.business combinations.

Derivatives

Our foreign currency exposures are primarily concentrated in the Brazilian Real, British Pound, Chinese Yuan Renminbi, Euro, Hong Kong Dollar, Indian Rupee, Japanese Yen, Korean Won, Mexican Peso and Mexican Peso.Vietnamese Dong. We periodically enter into foreign currency exchange contracts with terms normally lasting less than nine months, to protect against the adverse effects that exchange-rate fluctuations may have on our foreign currency-denominated receivables, payables, cash flows and reported income. We do not enter into financial instruments for speculation or trading purposes.

The derivatives we enter into have not qualified for hedge accounting. The gains and losses on both the derivatives and the foreign currency-denominated balances are recorded as foreign exchange transaction gains or losses and are classified in other income (expense), net. Derivatives are recorded on the balance sheet at fair value. The estimated fair value of derivative financial instruments represents the amount required to enter into similar offsetting contracts with similar remaining maturities based on quoted market prices. See Note 19 for further information concerning derivatives. 

Fair-Value Measurements

We measure fair value using the framework established by the FASB in ASC Topic 820 for fair value measurements and disclosures. This framework requires fair value to be determined based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants.

The valuation techniques are based upon observable and unobservable inputs. Observable or market inputs reflect market data obtained from independent sources. Unobservable inputs require management to make certain assumptions and judgments based on the best information available. Observable inputs are the preferred data source. These two types of inputs result in the following fair value hierarchy:

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Level 1:Quoted prices (unadjusted) for identical instruments in active markets.
Level 2:Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3:Prices or valuations that require management inputs that are both significant to the fair value measurement and unobservable.

Recently Adopted Accounting Pronouncements

None.

Other Accounting Pronouncements

Accounting Updates Not Yet Effective

In December 2019,November 2023, the FASB issued ASU 2019-12, "Simplifying2023-07, "Segment Reporting – Improvements to Reportable Segments Disclosures." The guidance enhances disclosures of significant segment expenses by requiring the Accounting for Income Taxes", which, among other provisions, eliminates certain exceptions to existing guidance relateddisclosure of significant segment expenses regularly provided to the approachchief operating decision maker, extends certain annual disclosures to interim periods, and permits more than one measure of segment profit or loss to be reported under certain conditions. All disclosure requirements are also required for intra-period tax allocation,companies with a single reportable segment. The guidance is effective in fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption of the methodologyguidance is permitted, including adoption in any interim periods for calculating income taxeswhich financial statements have not been issued. The Company is currently evaluating the guidance and its impact to the financial statements and related disclosures.

In December 2023, the FASB issued ASU 2023-09, "Income Taxes - Improvements to Tax Disclosures." The guidance expands disclosures in an interim period and the recognition of deferred tax liabilities for outside basis differences. This guidance also requires an entity to reflect the effect of an enacted change in tax laws or rates in its effectiveentity’s income tax rate reconciliation table and regarding cash taxes paid both in the first interim periodU.S. and foreign jurisdictions. The guidance will be effective for annual periods beginning after December 15, 2024. The Company is currently evaluating the guidance and its impact to the financial statements and related disclosures.

We have assessed all other ASUs issued but not yet adopted and concluded that includesthose not disclosed are not relevant to the enactment date of the new legislation, aligning the timing of recognition of the effects from enacted tax law changes on the effective income tax rate with the effects on deferred income tax assets and liabilities. Under previous guidance, an entity recognized the effects of the enacted tax law change on the effective income tax rate in the period that included the effective date of the tax law. Our adoption of this guidance on January 1, 2021 didCompany or are not expected to have a material impact on our consolidated statement of financial position, results of operationsimpact.

Note 3 — Cash and Cash Equivalents and Term Deposit

Cash and cash flows.equivalents were held in the following geographic regions:
December 31,
(In thousands)20232022
North America$8,460 $6,825 
People's Republic of China ("PRC")11,102 32,569 
Asia (excluding the PRC)2,427 1,914 
Europe8,145 13,042 
South America12,617 12,390 
Total cash and cash equivalents$42,751 $66,740 

On January 25, 2022, we entered into a one-year term deposit cash account with Banco Santander (Brasil) S.A., denominated in Brazilian Real. The term deposit earned interest at a variable annual rate based upon the Brazilian CDI overnight interbank rate. As of December 31, 2022, all of this term deposit was redeemed.

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Other Accounting Pronouncements

Accounting Updates Not Yet Effective

In March 2020, the FASB issued ASU 2020-04, "Facilitation of the Effects of Reference Rate Reform on Financial Reporting", and in January 2021, the FASB issued ASU 2021-01, "Reference Rate Reform". This guidance is intended to provide temporary optional expedients and exceptions to GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burden related to the expected market transition from the London Interbank Offered Rate ("LIBOR") and other interbank offered rates to alternative reference rates. The amendments in these ASUs are elective and are effective upon issuance for all entities through December 31, 2022. These amendments are not expected to have a material impact on our consolidated statement of financial position, results of operations and cash flows.

In October 2021, the FASB issued ASU 2021-08, "Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers". This guidance requires an entity to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606, "Revenue from Contracts with Customers". At the acquisition date, the acquirer applies the revenue recognition model as if it had originated the acquired contracts. The amendments in this ASU are effective for annual periods beginning after December 15, 2022, including interim periods within those fiscal years. Adoption of the amendments should be applied prospectively. Early adoption is also permitted, including adoption in an interim period. If early adopted, the amendments are applied retrospectively to all business combinations for which the acquisition date occurred during the fiscal year of adoption. The amendments are not expected to have a material impact on our consolidated statement of financial position, results of operations and cash flows.

Note 3 — Cash and Cash Equivalents

Cash and cash equivalents were held in the following geographic regions:
December 31,
(In thousands)20212020
North America$6,430 $9,812 
People's Republic of China ("PRC")16,000 14,244 
Asia (excluding the PRC)11,798 13,518 
Europe17,604 10,926 
South America8,981 8,653 
Total cash and cash equivalents$60,813 $57,153 
Note 4 — Revenue and Accounts Receivable, Net

Revenue Details

The pattern of revenue recognition was as follows:
Year Ended December 31,
(In thousands)202120202019
Goods and services transferred at a point in time$498,554 $495,033 $558,361 
Goods and services transferred over time103,048 119,647 195,116 
Net sales$601,602 $614,680 $753,477 
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Year Ended December 31,
(In thousands)202320222021
Goods and services transferred at a point in time$324,433 $450,227 $498,554 
Goods and services transferred over time96,024 92,524 103,048 
Net sales$420,457 $542,751 $601,602 

Our net sales to external customers by geographic area were as follows: 
Year Ended December 31,
Year Ended December 31,Year Ended December 31,
(In thousands)(In thousands)202120202019(In thousands)202320222021
United StatesUnited States$200,136 $255,651 $407,291 
Asia (excluding the PRC)Asia (excluding the PRC)127,140 117,142 104,324 
EuropeEurope126,551 108,185 94,491 
People's Republic of ChinaPeople's Republic of China87,866 88,246 83,677 
Latin AmericaLatin America25,943 17,481 30,006 
OtherOther33,966 27,975 33,688 
Total net salesTotal net sales$601,602 $614,680 $753,477 

Specific identification of the customer billing location was the basis used for attributing revenues from external customers to geographic areas.

Net sales to the following customer totaled more than 10% of our net sales: 
 Year Ended December 31,
 202120202019
 $ (thousands)% of Net
Sales
$ (thousands)% of Net
Sales
$ (thousands)% of Net
Sales
Comcast Corporation$98,361 16.3 %$123,574 20.1 %$119,561 15.9 %
Daikin Industries Ltd.$70,793 11.8 %$— (1)— %(1)$— (1)— %(1)

 Year Ended December 31,
 202320222021
 $ (thousands)% of Net
Sales
$ (thousands)% of Net
Sales
$ (thousands)% of Net
Sales
Comcast Corporation(1)(1)$75,917 14.0 %$98,361 16.3 %
Daikin Industries Ltd.$58,843 14.0 %$78,413 14.4 %$70,793 11.8 %
(1)     Sales associated with this customer did not total more than 10% of our net sales for the indicated period.

Accounts Receivable, Net

Accounts receivable, net were as follows:
December 31,
(In thousands)20212020
Trade receivables, gross$122,508 $122,828 
Allowance for credit losses(1,285)(1,412)
Allowance for sales returns(592)(761)
Trade receivables, net120,631 120,655 
Other (1)
8,584 8,778 
Accounts receivable, net$129,215 $129,433 

December 31,
(In thousands)20232022
Trade receivables, gross$106,182 $108,030 
Allowance for credit losses(815)(957)
Allowance for sales returns(532)(618)
Trade receivables, net104,835 106,455 
Other (1)
7,761 5,891 
Accounts receivable, net$112,596 $112,346 
(1)      Other accounts receivable is primarily comprised of value added tax and supplier rebate receivables.

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UNIVERSAL ELECTRONICS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 20212023

Allowance for Credit Losses

Changes in the allowance for credit losses were as follows:
(In thousands)(In thousands)Year Ended December 31,(In thousands)Year Ended December 31,
202120202019202320222021
Balance at beginning of periodBalance at beginning of period$1,412 $1,492 $1,121 
Additions to costs and expenses— 332 441 
Additions (reductions) to costs and expenses
Cash receiptsCash receipts— (157)— 
Write-offs/Foreign exchange effectsWrite-offs/Foreign exchange effects(127)(255)(70)
Balance at end of periodBalance at end of period$1,285 $1,412 $1,492 

Trade receivables associated with thesethis significant customerscustomer that totaled more than 10% of our accounts receivable, net were as follows:
December 31,
20212020
$ (thousands)% of Accounts Receivable, Net$ (thousands)% of Accounts Receivable, Net
Comcast Corporation$— (1)— %(1)$19,782 15.3 %

December 31,
20232022
$ (thousands)% of Accounts Receivable, Net$ (thousands)% of Accounts Receivable, Net
Comcast Corporation(1)(1)$15,367 13.7 %
(1)     Trade receivables associated with this customer did not total more than 10% of our accounts receivable, net for the indicated period.

Contract Liabilities

We have current and non-current contract liability balances primarily relating to our firmware update provisioning and digital rights management validation services.

Changes in the carrying amount of contract liabilities were as follows: 
(In thousands)Year Ended December 31,
20232022
Balance at beginning of period$1,931 $390 
Contract liabilities acquired (1)
— 2,390 
Payments received6,080 4,964 
Revenue recognized(4,529)(5,812)
Foreign exchange effects19 (1)
Balance at end of period$3,501 $1,931 
(1) During the year ended December 31, 2022, we recognized $2.4 million of contract liabilities related to the Qterics, Inc. ("Qterics") acquisition. Refer to Note 21 for further information about this acquisition.

Note 5 — Inventories and Significant SuppliersSupplier

Inventories were as follows:
December 31,
(In thousands)20212020
Raw materials$52,617 $44,273 
Components25,289 16,954 
Work in process7,102 6,211 
Finished goods49,461 52,992 
Inventories$134,469 $120,430 

Significant Suppliers

We purchase integrated circuits, components and finished goods from multiple sources. Purchases from our supplier, Qorvo International Pte Ltd., totaled $38.7 million or 11.8% of our total inventory purchases for the year ended December 31, 2021 and $43.5 million or 14.2% for the year ended December 31, 2020. No supplier totaled 10% or more of our total inventory purchases for the year ended December 31, 2019.

Zhejiang Zhen You Electronics Co. Ltd., totaled $9.9 million or 10.6% of our accounts payable balance at December 31, 2021. No supplier totaled 10% or more of our accounts payable balance at December 31, 2020.
December 31,
(In thousands)20232022
Raw materials$32,794 $58,759 
Components11,061 25,226 
Work in process3,827 2,616 
Finished goods40,591 53,580 
Inventories$88,273 $140,181 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 20212023

Significant Supplier

We purchase integrated circuits, components and finished goods from multiple sources. Purchases from the following supplier totaled 10% of our total inventory purchases:
Year Ended December 31,
202320222021
$ (thousands)% of Total Inventory Purchases$ (thousands)% of Total Inventory Purchases$ (thousands)% of Total Inventory Purchases
Qorvo International Pte Ltd.(1)(1)$33,293 11.5 %$38,712 11.8 %
(1) Purchases associated with this supplier did not total more than 10% of our total inventory purchases for the indicated period.
There were no trade payable balances from suppliers that totaled more than 10% of our total accounts payable at December 31, 2023 and December 31, 2022.

Note 6 — Property, Plant, and Equipment, Net

Property, plant, and equipment, net were as follows:
December 31,
December 31,December 31,
(In thousands)(In thousands)20212020(In thousands)20232022
BuildingsBuildings$19,830 $19,984 
Computer equipmentComputer equipment9,655 10,213 
Furniture and fixturesFurniture and fixtures3,905 3,972 
Leasehold and building improvementsLeasehold and building improvements41,437 39,656 
Machinery and equipmentMachinery and equipment102,864 101,117 
SoftwareSoftware23,993 24,915 
ToolingTooling34,000 34,379 
235,684 234,236 
205,232
Accumulated depreciationAccumulated depreciation(165,906)(154,216)
69,778 80,020 
41,931
Construction in progressConstruction in progress4,869 7,265 
Total property, plant, and equipment, netTotal property, plant, and equipment, net$74,647 $87,285 

Depreciation expense was $22.8$18.0 million, $23.2$19.9 million and $24.7$22.8 million for the years ended December 31, 2023, 2022 and 2021, 2020 and 2019, respectively.

During the three months ended September 30, 2023, as part of our manufacturing footprint optimization efforts, we made the decision to close our southwestern China factory and manufacturing operations were stopped in September 2023. We are also planning to downsize and streamline the Mexico operations by moving to a smaller, more efficient facility. As a result of these decisions, we recorded impairment charges of $7.7 million, of which $7.6 million and $0.1 million is recorded in cost of sales and selling, general and administrative expenses, respectively. In addition, during the year ended December 31, 2023, we recorded an additional $0.2 million of impairment charges, recorded in cost of sales, relating to the underutilization of property, plant and equipment in our other PRC-based factories. During the year ended December 31, 2022, we incurred $2.9 million in impairment charges, recorded in cost of sales, relating to the underutilization of certain property, plant and equipment in our Mexico factory. During the year ended December 31, 2021, we incurred $3.3 million in impairment charges, recorded in cost of sales, relating to the underutilization of property, plant and equipment in our PRC-based factories, as a result of our long-term factory planning strategy of reducing our concentration risk in that region. Impairment charges were immaterial for the years ended December 31, 2020 and 2019.

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UNIVERSAL ELECTRONICS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2023

Construction in progress was as follows:
December 31,
December 31,December 31,
(In thousands)(In thousands)20212020(In thousands)20232022
Leasehold and building improvementsLeasehold and building improvements$100 $2,487 
Machinery and equipmentMachinery and equipment1,912 3,075 
SoftwareSoftware1,272 213 
ToolingTooling1,168 1,397 
OtherOther417 93 
Total construction in progressTotal construction in progress$4,869 $7,265 

We expect that most of the assets under construction will be placed into service during the first six months of 2022.2024. We will begin to depreciate the cost of these assets under construction once they are placed into service.

Long-lived tangible assets by geographic area, which include property, plant, and equipment, net and operating lease ROU assets, were as follows: 
December 31,
December 31,December 31,
(In thousands)(In thousands)20212020(In thousands)20232022
United StatesUnited States$16,804 $15,411 
People's Republic of ChinaPeople's Republic of China52,851 64,197 
MexicoMexico20,509 22,410 
Vietnam
All other countriesAll other countries4,330 4,789 
Total long-lived tangible assetsTotal long-lived tangible assets$94,494 $106,807 

Note 7 — Goodwill and Intangible Assets, Net

Goodwill

During the year ended December 31, 2023, a decline in our financial performance, overall negative trend in the video service provider channel and an uncertain economic environment contributed to a significant decline in our market capitalization. We considered this to be an impairment trigger. We, therefore, performed a quantitative valuation analysis under an income approach to estimate our reporting unit's fair value. The income approach used projections of estimated operating results and cash flows that were discounted using a discount rate based on the weighted-average cost of capital. The main assumptions supporting the cash flow projections include, but are not limited to, revenue growth, margins, discount rate, and terminal growth rate. The financial projections reflect our best estimate of economic and market conditions over the projected period, including forecasted revenue growth, margins, capital expenditures, depreciation and amortization. In addition to our valuation analysis under an income approach, we also considered the implied control premium compared to our market capitalization.

We determined that the implied control premium over our market capitalization to be substantial; therefore, we recorded an impairment charge of $49.1 million during the year ended December 31, 2023.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 20212023

Note 7 — Goodwill and Intangible Assets, Net

Goodwill

Changes in the carrying amount of goodwill were as follows: 
(In thousands) 
Balance at December 31, 2019$48,447 
Foreign exchange effects167 
Balance at December 31, 202048,614 
Foreign exchange effects(151)
Balance at December 31, 2021$48,463 
Goodwill acquired during the period (1)
713 
Foreign exchange effects(91)
Balance at December 31, 202249,085 
Goodwill impairment(49,075)
Foreign exchange effects(10)
Balance at December 31, 2023$— 
(1) During the year ended December 31, 2022, we recognized $0.7 million of goodwill related to the Qterics, Inc. acquisition. Refer to Note 21 for further information about this acquisition.

We conducted annual goodwill impairment reviews on December 31, 2021, 20202022 and 2019.2021. Based on the analysis performed, we determined that our goodwill was not impaired.

Intangible Assets, Net

The components of intangible assets, net were as follows: 
December 31,
 20212020
(In thousands)
Gross (1)
Accumulated
Amortization (1)
Net (1)
Gross (1)
Accumulated
Amortization (1)
Net (1)
Capitalized software development costs (2 years)$1,066 $(27)$1,039 $477 $— $477 
Customer relationships
(10-15 years)
5,000 (2,375)2,625 8,100 (4,329)3,771 
Developed and core technology
(5-15 years)
4,080 (3,335)745 4,080 (3,044)1,036 
Distribution rights (10 years)325 (269)56 352 (261)91 
Patents (10 years)24,518 (9,015)15,503 21,601 (7,574)14,027 
Trademarks and trade names
(10 years)
800 (599)201 800 (492)308 
Total intangible assets, net$35,789 $(15,620)$20,169 $35,410 $(15,700)$19,710 
December 31,
 20232022
(In thousands)
Gross (1)
Accumulated
Amortization (1)
Net (1)
Gross (1)
Accumulated
Amortization (1)
Net (1)
Capitalized software development costs$2,161 $(421)$1,740 $1,647 $(44)$1,603 
Customer relationships6,340 (3,803)2,537 6,340 (3,080)3,260 
Developed and core technology4,220 (3,754)466 4,520 (3,693)827 
Distribution rights— — — 308 (281)27 
Patents33,195 (12,686)20,509 29,388 (10,790)18,598 
Trademarks and trade names450 (353)97 450 (295)155 
Total intangible assets, net$46,366 $(21,017)$25,349 $42,653 $(18,183)$24,470 
(1)This table excludes the gross value of fully amortized intangible assets totaling $43.2$45.0 million and $42.7$43.7 million on December 31, 20212023 and 2020,2022, respectively.

Amortization expense is recorded in selling, general and administrative expenses, except amortization expense related to capitalized software development costs, which is recorded in cost of sales. Amortization expense by statement of operations caption was as follows:
Year Ended December 31, Year Ended December 31,
(In thousands)(In thousands)202120202019(In thousands)202320222021
Cost of salesCost of sales$27 $— $— 
Selling, general and administrative expensesSelling, general and administrative expenses3,963 6,500 7,192 
Total amortization expenseTotal amortization expense$3,990 $6,500 $7,192 
 
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 20212023


Estimated future annual amortization expense related to our intangible assets at December 31, 2021,2023 is as follows: 
(In thousands)(In thousands) (In thousands) 
2022$3,963 
20233,644 
202420242,692 
202520252,463 
202620262,264 
2027
2028
ThereafterThereafter5,143 
TotalTotal$20,169 

The remaining weighted average amortization period of our intangible assets at December 31, 2023 is 6.36.5 years.

Note 8 — Leases

We have entered into various operating lease agreements for automobiles, offices and manufacturing facilities throughout the world. At December 31, 2021,2023, our operating leases had remaining lease terms of up to 3937 years, including any reasonably probable extensions.

Lease balances within our consolidated balance sheets were as follows:
(In thousands)December 31, 2021December 31, 2020
Assets:
Operating lease right-of-use assets$19,847 $19,522 
Liabilities:
Other accrued liabilities
$4,769 $6,094 
Long-term operating lease obligations14,266 13,681 
Total lease liabilities$19,035 $19,775 

We recorded an impairment of a ROU asset of $0.8 million during the fourth quarter of the year ended December 31, 2019. This impairment was associated with the sale of our call center in Euclid, Ohio, which was completed in February 2020.
(In thousands)December 31, 2023December 31, 2022
Assets:
Operating lease right-of-use assets$18,693 $21,599 
Liabilities:
Other accrued liabilities
$4,813 $5,509 
Long-term operating lease obligations12,560 15,027 
Total lease liabilities$17,373 $20,536 

Operating lease expense, including variable and short-term lease costs which were insignificant to the total, operating lease cash flows and supplemental cash flow information were as follows:
Year Ended December 31,
Year Ended December 31,Year Ended December 31,
(In thousands)(In thousands)20212020(In thousands)202320222021
Cost of salesCost of sales$2,508 $1,896 
Selling, general and administrative expensesSelling, general and administrative expenses4,151 4,040 
Total operating lease expenseTotal operating lease expense$6,659 $5,936 
Operating cash outflows from operating leasesOperating cash outflows from operating leases$6,555 $6,552 
Operating lease right-of-use assets obtained in exchange for lease obligationsOperating lease right-of-use assets obtained in exchange for lease obligations$7,017 $3,743 
Non-cash release of operating lease obligations (1)
Non-cash release of operating lease obligations (1)
$654 $— 
(1)During the year ended December 31, 2021, we were released from our guarantee of the lease obligation related to our Ohio call center which was sold in February 2020.

The weighted average remainingWe entered into lease liability termamendments for our southwestern China and Mexico factories during the weighted average discount rate wereyear ended December 31, 2023 as follows:a part of our manufacturing footprint optimization efforts. As a result of these modifications, our operating lease right-of-use assets decreased by $1.2 million and our total lease liabilities decreased by $1.3 million.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 20212023

Year Ended December 31,
20212020
Weighted average lease liability term (in years)4.303.70
Weighted average discount rate3.17 %3.84 %
The weighted average remaining lease liability term and the weighted average discount rate were as follows:
Year Ended December 31,
20232022
Weighted average lease liability term (in years)4.95.1
Weighted average discount rate5.04 %3.82 %

The following table reconciles the undiscounted cash flows for each of the first five years and thereafter to the operating lease liabilities recognized in our consolidated balance sheet at December 31, 2021.2023. The reconciliation excludes short-term leases that are not recorded on the balance sheet.
(In thousands)
2022$5,641 
20234,891 
20243,389 
20252,930 
20262,182 
Thereafter1,357 
Total lease payments20,390 
Less: imputed interest(1,355)
Total lease liabilities$19,035 

(In thousands)
2024$5,485 
20254,478 
20263,442 
20272,696 
20281,243 
Thereafter2,532 
Total lease payments19,876 
Less: imputed interest(2,503)
Total lease liabilities$17,373 

At December 31, 2021,2023, we had 2did not have any operating leases that had not yet commenced, with terms of three years. The total initial lease liability associated with these leases is $0.6 million, which is not reflected within the maturity schedule above.
Rental Costs During Construction

Rental costs associated with operating leases incurred during a construction period were expensed for the years ended December 31, 2021, 2020 and 2019.commenced.

Prepaid Land Lease

We operate one factory within the PRC on which the land is leased from the government as of December 31, 2021.2023. This land lease was prepaid to the PRC government at the time our subsidiary occupied the land. We have obtained a land-use right certificate for the land pertaining to this factory.

The factory is located in the city of Yangzhou in the Jiangsu province. The remaining net book value of this operating lease ROU was $2.3$2.2 million at December 31, 2021,2023, and is being amortized on a straight-line basis over the remaining term of approximately 3735 years. The buildings located on this land had a net book value of $15.0$12.3 million at December 31, 20212023 and are being depreciated over a remaining weighted average period of 17approximately 16 years.

Note 9 — Line of Credit

OurOn May 3, 2023, we executed an amendment to our Second Amended and Restated Credit Agreement ("Second Amended Credit Agreement") with U.S. Bank National Association ("U.S. Bank"), which provides for a $125.0 million revolving line of credit ("Credit Line") that expires on November 1, 2023.. Among other things, the amendment to the Second Amended Credit Agreement extended the maturity of the revolving line of credit to April 30, 2024. The Credit Line may be used for working capital and other general corporate purposes including acquisitions, share repurchases and capital expenditures. Amounts available for borrowing under the Credit Line are reduced by the balance of any outstanding letters of credit, of which there were $2.7 millionnone at December 31, 2021.2023.
All obligations under the Credit Line are secured by substantially all of our U.S. personal property and tangible and intangible assets, as well as a guaranty of the Credit Line by our wholly-owned subsidiary, Universal Electronics BV.

Under the Second Amended Credit Agreement, we may elect to pay interest on the Credit Line based on LIBORthe Secured Overnight Financing Rate ("SOFR") plus an applicable margin (varying from 1.25%2.00% to 1.75%2.75%), or base rate (based on the prime rate of U.S. Bank or as otherwise specified in the Second Amended Credit Agreement) plus an applicable margin (varying from 0.00% to 0.50%0.75%). The applicable margins are calculated quarterly and vary based on our cash flow leverage ratio as set forth in the Second Amended Credit Agreement. The interest rates in effect at December 31, 2023 and 2022 were 8.06% and 5.62%, respectively. There are no commitment fees or unused line fees under the Second Amended Credit Agreement.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 20212023

The interest rates in effect at December 31, 2021 and 2020 were 1.35% and 1.39%, respectively. There are no commitment fees or unused line fees under the Second Amended Credit Agreement.

On December 31, 2021, the process of cessation of LIBOR as a reference rate began. Between December 31, 2021 and June 30, 2023, any borrowings under our existing Second Amended Credit Agreement may continue to use LIBOR as the basis for interest rates. If the Second Amended Credit Agreement is amended or replaced during this period, any borrowings will no longer use LIBOR as a reference rate and instead will be subject to an interest rate based on either the Secured Overnight Financing Rate ("SOFR"), which is deemed a replacement benchmark for LIBOR under the Second Amended Credit Agreement, or an alternate index to be agreed upon. After June 30, 2023, all borrowings will be based on SOFR or the alternate index.

The Second Amended Credit Agreement includes financial covenants requiring a minimum fixed charge coverage ratio and a maximum cash flow leverage ratio. In addition, the Second Amended Credit Agreement contains other customary affirmative and negative covenants and events of default. As ofFrom May 3, 2023 to March 31, 2024 (unless we elect to terminate earlier), our fixed charge coverage ratio and cash flow leverage ratio-based covenants are temporarily replaced with EBITDA-based covenants. Additionally, from May 3, 2023 to March 31, 2024 (unless we elect to terminate the temporary covenant provision earlier), the applicable margins are fixed at 2.75% and 0.75% for SOFR and base rate borrowing, respectively. At December 31, 2021,2023, we were in compliance with the covenants and conditions of the Second Amended Credit Agreement.

At December 31, 2021,2023, we had $56.0$55.0 million outstanding under the Credit Line. Our total interest expense on borrowings was $0.9$6.0 million, $1.6$3.3 million and $4.3$0.9 million during the years ended December 31, 2023, 2022 and 2021, 2020respectively.

On March 13, 2024, we executed an amendment to our Second Amended Credit Agreement, which adjusts the Credit Line to a two-tiered limit of $85.0 million up to $100.0 million (subject to meeting certain financial conditions) and 2019, respectively.extends the term to April 30, 2025. Under the amended agreement, we pay interest on the Credit Line based on the SOFR plus a 3.00% margin. The amendment also introduces a facility fee of 0.25%. From January 1, 2024, to September 30, 2024, our covenants are based upon EBITDA and a minimum accounts receivable coverage ratio. From October 1, 2024, to December 31, 2024, our covenants are based upon a minimum fixed charge coverage ratio and a minimum accounts receivable coverage ratio. Subsequent to December 31, 2024, our covenants are based upon a minimum fixed charge coverage ratio and a maximum cash flow leverage ratio.
Note 10 — Income Taxes

In 2021, 20202023, 2022 and 2019,2021, pre-tax income (loss) was attributed to the following jurisdictions: 
Year Ended December 31, Year Ended December 31,
(In thousands)(In thousands)202120202019(In thousands)202320222021
Domestic operationsDomestic operations$(38,024)$(15,711)$(28,929)
Foreign operationsForeign operations54,104 59,616 39,331 
Total pre-tax income (loss)Total pre-tax income (loss)$16,080 $43,905 $10,402 

The provision for income taxes charged to operations was as follows: 
 Year Ended December 31,
(In thousands)202120202019
Current tax expense:
U.S. federal$$(193)$(188)
State and local75 (54)82 
Foreign12,386 6,525 8,217 
Total current12,463 6,278 8,111 
Deferred tax (benefit) expense:
U.S. federal584 — — 
State and local90 — — 
Foreign(2,358)(945)(1,339)
Total deferred(1,684)(945)(1,339)
Total provision for income taxes$10,779 $5,333 $6,772 
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UNIVERSAL ELECTRONICS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2021


Net deferred tax assets were comprised of the following:

December 31,
(In thousands)20212020
Deferred tax assets:
Accrued liabilities$6,483 $— 
Amortization of intangible assets1,412 1,904 
Capitalized inventory costs4,183 2,945 
Depreciation4,289 2,530 
Income tax credits17,513 15,558 
Inventory reserves2,621 3,383 
Net operating losses3,512 2,844 
Operating lease obligations4,469 4,639 
Stock-based compensation4,569 4,600 
Other4,431 409 
Total deferred tax assets53,482 38,812 
Deferred tax liabilities:
Accrued liabilities— (1,939)
Accounts receivable(10,919)(710)
Right of use assets(4,690)(4,577)
Other— (29)
Total deferred tax liabilities(15,609)(7,255)
Net deferred tax assets before valuation allowance37,873 31,557 
Less: Valuation allowance(32,538)(27,906)
Net deferred tax assets$5,335 $3,651 
 Year Ended December 31,
(In thousands)202320222021
Current tax expense:
U.S. federal$23 $573 $
State and local44 73 75 
Foreign7,193 8,523 12,386 
Total current7,260 9,169 12,463 
Deferred tax (benefit) expense:
U.S. federal(813)230 584 
State and local(126)36 90 
Foreign(337)1,551 (2,358)
Total deferred(1,276)1,817 (1,684)
Total provision for income taxes$5,984 $10,986 $10,779 
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 20212023


Net deferred tax assets were comprised of the following:

December 31,
(In thousands)20232022
Deferred tax assets:
Accrued liabilities$3,958 $— 
Accounts receivable— 5,657 
Amortization of intangible assets9,999 5,977 
Capitalized inventory costs3,369 5,060 
Capitalized research & development costs8,035 4,632 
Depreciation4,058 5,067 
Income tax credits19,615 17,234 
Inventory reserves2,154 2,258 
Net operating losses12,053 3,770 
Operating lease obligations4,112 4,212 
Stock-based compensation4,453 4,288 
Total deferred tax assets71,806 58,155 
Deferred tax liabilities:
Accrued liabilities— (5,273)
Accounts receivable(20)— 
Right of use assets(4,385)(4,407)
Other(2,920)(361)
Total deferred tax liabilities(7,325)(10,041)
Net deferred tax assets before valuation allowance64,481 48,114 
Less: Valuation allowance(59,686)(44,596)
Net deferred tax assets$4,795 $3,518 
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2023

The provision for income taxes differs from the amount of income tax determined by applying the applicable U.S. statutory federal income tax rate to pre-tax income from operations as a result of the following: 
Year Ended December 31, Year Ended December 31,
(In thousands)(In thousands)202120202019(In thousands)202320222021
Tax provision at statutory U.S. rateTax provision at statutory U.S. rate$3,377 $9,220 $2,185 
Increase (decrease) in tax provision resulting from:Increase (decrease) in tax provision resulting from:
Distribution of previously taxed foreign earnings and profits
Distribution of previously taxed foreign earnings and profits
Distribution of previously taxed foreign earnings and profits
Federal research and development creditsFederal research and development credits(1,391)(2,119)(884)
Foreign permanent benefitForeign permanent benefit(1,137)(2,842)(856)
Foreign tax rate differentialForeign tax rate differential(2,647)(1,595)(1,810)
Foreign undistributed earnings, net of creditsForeign undistributed earnings, net of credits6,902 3,319 1,181 
Foreign participation exemption
Goodwill impairment
Liquidation of Cayman subsidiaryLiquidation of Cayman subsidiary745 — — 
Non-deductible itemsNon-deductible items1,198 1,637 1,236 
Non-territorial incomeNon-territorial income(2,993)(2,493)(1,806)
Provision to returnProvision to return(533)(343)584 
Sale of Argentina subsidiarySale of Argentina subsidiary2,084 — — 
Sale of intangible asset
State and local taxes, netState and local taxes, net(1,435)(1,932)(1,903)
Stock-based compensationStock-based compensation(616)(266)262 
Tax rate changeTax rate change— (1,527)(412)
Uncertain tax positions— (1,565)(294)
Valuation allowance
Valuation allowance
Valuation allowanceValuation allowance4,632 3,109 7,524 
Withholding taxWithholding tax2,333 2,320 1,082 
OtherOther260 410 683 
Tax provisionTax provision$10,779 $5,333 $6,772 

At December 31, 2021,2023, we had U.S. federal and state Research and Development ("R&D") income tax credit carryforwards of approximately $5.1$5.2 million and $12.2$13.5 million, respectively. The federal R&D income tax credits begin expiring in 2038.2039. The state R&D income tax credits do not have an expiration date.

At December 31, 2021,2023, we had U.S. federal, state and local, and foreign net operating loss carryforwards of approximately $49.0 million.$19.8 million, $76.7 million and $10.3 million, respectively. The U.S. federal net operating loss carryforwards do not expire while the state and local and foreign net operating loss carryforwards begin to expire in 2022.2024 and 2027, respectively.

At December 31, 2021,2023, we assessed the realizability of the Company's deferred tax assets by considering whether it is more likely than not some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. We considered taxable income in carryback years, the scheduled reversal of deferred tax liabilities, tax planning strategies and projected future taxable income in making this assessment. Due to cumulative operating losses for the three years ended in 2021,December 31, 2023, we have recorded a full valuation allowance against our U.S. federal and state deferred tax assets of $15.4$34.7 million and $17.2$22.8 million, respectively, as we have determined that it is more likely than not that the tax benefits will not be realized in the future. Additionally, as a result of the Argentina business sale we released the $0.3 million valuation allowance recorded as of December 31, 2020 against Argentina's net operating loss carryforward deferred tax assets. The valuation allowance increased by $4.6$15.1 million and $3.1$12.1 million during the years ended December 31, 20212023 and 2020,2022, respectively. We haveThe Company had an overall deferred tax liability as of December 31, 2022 for U.S. federal and state jurisdictions due to having indefinite lived deferred tax liabilities that cannotcould not be used as a source of income to offset deferred tax assets. Due to the goodwill impairment recorded during the year ended December 31, 2023 the deferred tax asset.liability reversed.

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Uncertain Tax Positions

At December 31, 20212023 and 2020,2022, we had unrecognized tax benefits of approximately $3.0$3.4 million and $3.1$3.2 million, respectively, including interest and penalties. In accordance with accounting guidance, we have elected to classify interest and penalties as components of tax expense. Interest and penalties were immaterial for the year ended December 31, 20212023, 2022 and 2020. Interest and penalties were $0.2 million for the year ended December 31, 2019.2021. Interest and penalties are included in the unrecognized tax benefits.
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Changes to our gross unrecognized tax benefits were as follows: 
Year Ended December 31,
Year Ended December 31,Year Ended December 31,
(In thousands)(In thousands)202120202019(In thousands)202320222021
Balance at beginning of periodBalance at beginning of period$3,020 $4,094 $4,040 
Additions as a result of tax provisions taken during the current year226 274 473 
Additions as a result of tax positions taken during the current year
Foreign currency translationForeign currency translation(13)20 (100)
Lapse in statute of limitations— (51)(92)
SettlementsSettlements(232)— (227)
Other— (1,317)— 
Settlements
Settlements
Balance at end of periodBalance at end of period$3,001 $3,020 $4,094 
Balance at end of period
Balance at end of period

Approximately $3.0$3.3 million, $3.0$3.2 million and $4.3$3.0 million of the total amount of unrecognized tax benefits at December 31, 2021, 20202023, 2022 and 2019,2021, respectively, if not for the U.S. federal and state valuation allowance, would affect the annual effective tax rate, if recognized. We are unaware of any positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly increase within the next twelve months. We do not anticipate a decrease in unrecognized tax benefits within the next twelve months based on federal, state, and foreign statute expirations in various jurisdictions. We have classified uncertain tax positions as non-current income tax liabilities unless expected to be paid within one year.

We file income tax returns in theThe Company files U.S. jurisdiction and in variousfederal, state and foreign jurisdictions.income tax returns. As of December 31, 2021,2023, the open statutes of limitations for our significant tax jurisdictions are as follows: U.S. federal for 20182020 through 2020,2022, state and local for 2019 through 2022, and foreign for 2017 through 2020, and non-U.S. for 2015 through 2020.2022.

Indefinite Reinvestment Assertion

Beginning in 2018, the Tax Act generally provides a 100% federal deduction for dividends received from foreign subsidiaries. Nevertheless, companies must still apply the guidance of ASC Topic 740 to account for the tax consequences of outside basis differences and other tax impacts of their investments in foreign subsidiaries, including potential foreign withholding taxes on distributions. For the years ended December 31, 2021, 20202023, 2022 and 2019,2021, we recorded a deferred tax liability of $0.9$0.4 million, $2.1$0.5 million and $1.7$0.9 million, respectively, relating to state tax and foreign tax withholding liabilities on future distributions.

Coronavirus Aid, ReliefCHIPS and Economic SecurityScience Act of 2022

On March 27, 2020,August 9, 2022, the CHIPS and Science Act of 2022 ("CHIPS Act") was enacted in responsethe United States. The CHIPS Act will provide financial incentives to the COVID-19 pandemic,semiconductor industry which are primarily directed at manufacturing activities within the Coronavirus Aid, Relief and Economic SecurityUnited States for the qualifying property placed in service after December 31, 2022. As we currently outsource our manufacturing, the CHIPS Act did not have a material impact to our consolidated tax provision for the year ending December 31, 2023.

Inflation Reduction Act of 2022

The Inflation Reduction Act of 2022 ("CARES"IRA") Act was signed into law.law on August 16, 2022. The CARES Act provides economic stimulus and reliefbill was meant to address the impacthigh inflation rate in the United States through various climate, energy, healthcare and other incentives. These incentives are meant to be paid for by the tax provisions included in the IRA, such as a new 15 percent corporate minimum tax, a 1 percent new excise tax on stock buybacks, additional IRS funding to improve taxpayer compliance and others. The IRA provisions are effective for tax years beginning after December 31, 2022. At this time, none of the COVID-19 pandemic and includesIRA tax provisions addressinghad a material impact to our consolidated tax provision for the carryback of net operating losses for specific periods, refunds of alternative minimum tax credits, temporary modifications to limitations placed on the tax deductibility of net interest expenses, and technical amendments for qualified improvement property. Additionally, the CARES Act provides for refundable employee retention tax credits and the deferral of the employer-paid portion of Social Security taxes. For the years endedyear ending December 31, 2021 and 2020, respectively, the Company's income tax provision was not significantly impacted by the CARES Act. The Company will continue to closely monitor any effects from future legislation.2023.
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Note 11 — Accrued Compensation

In June 2018, we sold our Guangzhou entity via a stock deal, and the terms of the agreement included a two-year indemnification period. In June 2020, the indemnification period expired and we determined we were no longer legally liable for any liabilities associated with our Guangzhou entity. Accordingly, we reversed the accrued social insurance by the amount associated with the Guangzhou entity, which was approximately $9.5 million.

The components of accrued compensation were as follows: 
December 31,
December 31,December 31,
(In thousands)(In thousands)20212020(In thousands)20232022
Accrued bonusAccrued bonus$3,460 $7,602 
Accrued commissionAccrued commission1,140 1,779 
Accrued salary/wages6,234 7,107 
Accrued social insurance (1)
7,562 7,375 
Accrued salary/wages (1)
Accrued social insurance (2)
Accrued vacation/holidayAccrued vacation/holiday3,343 3,307 
Other accrued compensationOther accrued compensation2,478 1,761 
Total accrued compensationTotal accrued compensation$24,217 $28,931 
(1)For the year ended December 31, 2023, accrued severance expenses of $0.1 million related to the manufacturing footprint optimization efforts are included in this amount. See Note 13 for further information related to our restructuring activities.
(2)PRC employers are required by law to remit the applicable social insurance payments to their local government. Social insurance is comprised of various components such as pension, medical insurance, job injury insurance, unemployment insurance, and a housing assistance fund, and is administered in a manner similar to social security in the United States. This amount represents our estimate of the amounts due to the PRC government for social insurance on December 31, 20212023 and 2020.2022.
Note 12 — Other Accrued Liabilities
The components of other accrued liabilities were as follows: 
December 31,
December 31,December 31,
(In thousands)(In thousands)20212020(In thousands)20232022
Contract liabilities
DutiesDuties$4,128 $4,469 
Expense associated with fulfilled performance obligationsExpense associated with fulfilled performance obligations991 1,372 
Freight and handling feesFreight and handling fees3,317 2,218 
Interest
Operating lease obligationsOperating lease obligations4,769 6,094 
Product warranty claim costsProduct warranty claim costs1,095 1,721 
Professional feesProfessional fees4,685 3,794 
Sales and value added taxesSales and value added taxes5,463 5,118 
Short-term contingent consideration— 1,758 
Other (1)
Other (1)
6,392 6,513 
Total other accrued liabilitiesTotal other accrued liabilities$30,840 $33,057 
(1)Includes $0.4$0.2 million and $0.3$0.6 million of contract liabilities at December 31, 20212023 and 2020, respectively.2022, respectively, associated with the purchase of property, plant and equipment.

Note 13 — Commitments and Contingencies

Indemnifications

We indemnify our directors and officers to the maximum extent permitted under the laws of the state of Delaware and we have entered into indemnification agreements with each of our directors and executive officers. In addition, we insure our individual directors and officers against certain claims and attorney's fees and related expenses incurred in connection with the defense of such claims. The amounts and types of coverage may vary from period to period as dictated by market conditions. Management is not aware of any matters that require indemnification of its officers or directors.

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Fair Price Provisions and Other Anti-Takeover Measures

Our Restated Certificate of Incorporation, as amended, contains certain provisions restricting business combinations with interested stockholders under certain circumstances and imposing higher voting requirements for the approval of certain transactions ("fair price" provisions). Any of these provisions may delay or prevent a change in control.

The "fair price" provisions require that holders of at least two-thirds of our outstanding shares of voting stock approve certain business combinations and significant transactions with interested stockholders.

Product Warranties

Changes in the liability for product warranty claim costs were as follows: 
Year Ended December 31,
Year Ended December 31,Year Ended December 31,
(In thousands)(In thousands)202120202019(In thousands)202320222021
Balance at beginning of periodBalance at beginning of period$1,721 $1,514 $276 
Accruals for warranties issued during the periodAccruals for warranties issued during the period2,943 578 1,742 
Settlements (in cash or in kind) during the periodSettlements (in cash or in kind) during the period(3,522)(463)(504)
Foreign currency translation gain (loss)Foreign currency translation gain (loss)(47)92 — 
Balance at end of periodBalance at end of period$1,095 $1,721 $1,514 

Restructuring Activities

In September 2023, we began implementing our plan to restructure and optimize our manufacturing footprint while reducing our concentration risk in the PRC. In conjunction with this plan, as of September 30, 2023, we have stopped all production activities and commenced the shutdown of our southwestern China factory. As a result, we incurred severance and equipment moving costs of $3.4 million and $0.6 million, respectively, during the year ended December 31, 2023, which are included within factory restructuring charges on our consolidated statements of operations. We expect the completion date of this factory restructuring to be in the first quarter of 2024 with total estimated restructuring charges of $4.1 million.

The restructuring liabilities are included in accrued compensation, accounts payable and other accrued liabilities on our consolidated balance sheets. Restructuring activities for the year ended December 31, 2023 are as follows:

 Restructuring Costs
(In thousands)TotalSeverance
Expense
Other Exit
Expense
Balance at December 31, 2022$— $— $— 
Restructuring charges4,015 3,425 590 
Cash payments(3,553)(3,278)(275)
Balance at December 31, 2023$462 $147 $315 
Total costs incurred inception to date$4,015 $3,425 $590 
Total estimated expense to be incurred after December 31, 2023$62 $62 $— 

Litigation

Roku Matters

2018 Lawsuit

On September 5, 2018, we filed a lawsuit against Roku, Inc. ("Roku") in the United States District Court, Central District of California, alleging that Roku is willfully infringing 9nine of our patents that are in 4four patent families related to remote control set-up and touchscreen remotes. On December 5, 2018, we amended our complaint to add additional details supporting our infringement and willfulness allegations. We have alleged that this complaint relates to multiple Roku streaming players and
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components therefor and certain universal control devices, including but not limited to the Roku App, Roku TV, Roku Express, Roku Streaming Stick, Roku Ultra, Roku Premiere, Roku 4, Roku 3, Roku 2, Roku Enhanced Remote and any other Roku product that provides for the remote control of an external device such as a TV, audiovisual receiver, sound bar or Roku TV Wireless Speakers. In October 2019, the Court stayed this lawsuit pending action by the Patent Trial and Appeals Board (the "PTAB") with respect to Roku's requests for Inter Partes Review ("IPR") requests (see discussion below).This lawsuit continues. Now that the most of the PTAB matters have been concluded, we will ask the District Court to be stayed until such time as the IPR requests and all appeals with respect to them have concluded.lift this stay.

International Trade Commission Investigation of Roku, TCL, Hisense and Funai

On April 16, 2020, we filed a complaint with the International Trade Commission (the "ITC") against Roku, TCL Electronics Holding Limited and related entities (collectively, "TCL"), Hisense Co., Ltd. and related entities (collectively, "Hisense"), and Funai Electric Company, Ltd. and related entities (collectively, "Funai") claiming that certain of their televisions, set-top boxes, remote control devices, human interface devices, streaming devices, and sound bars infringe certain of our patents. We asked the ITC to issue a permanent limited exclusion order prohibiting the importation of these infringing products into the United States and a cease and desist order to stop these parties from continuing their infringing activities. On May 18, 2020, the ITC announced that it instituted its investigation as requested by us. Prior to the trial, which ended on April 23, 2021, we releaseddismissed TCL, Hisense and Funai from this investigation as they either removed or limited the amount of our technology from their televisions.televisions as compared to our patent claims that we asserted at the time. On July 9, 2021, the Administrative Law Judge (the "ALJ") issued his Initial Determination (the "ID") finding that Roku is infringing our patents and as a result is in violation of §337 of the Tariff Act of 1930, as amended.amended (the "Tariff Act"). On July 23, 2021, Roku and we filed petitions to appeal certain portions of the ID. On November 10, 2021, the full ITC issued its final determination affirming the ID and issuing a Limited Exclusion Order (the "LEO") and Cease and Desist Order (the "CDO") against Roku, which became effective on January 9, 2022.
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2020 Lawsuit

As a companion case to our ITC complaint, on April 9, 2020, we filed separate actions against each of Roku, TCL, Hisense, and Funai in the United States District Court, Central District of California, alleging that Roku is willfully infringing 5five of our patents and TCL, Hisense, and Funai are willfully infringing 6six of our patents by incorporating our patented technology into certain of their televisions, set-top boxes, remote control devices, human interface devices, streaming devices and sound bars. TheseNow that the most of the PTAB matters have been and continueconcluded, we will ask the District Court to be stayed pending the final results of the open IPR matters mentioned below.lift this stay.

Inter Partes Reviews

Throughout these litigation matters against Roku and the others identified above, Roku has filed multiple IPR requests with the PTAB on all patents at issue in the 2018 Lawsuit, the ITC Action, and the 2020 Lawsuit (see discussion above). To date, the PTAB has denied Roku's request 11fourteen times, and granted Roku's request 7 timestwelve times. Roku has since filed two IPRs on two of our patents not yet asserted against it, and we are awaiting the PTAB's institution decision with respect to the remaining 2those new IPR requests. Of the 7twelve IPR requests granted by the PTAB, the results were mixed, with the PTAB validatingupholding the validity of many of our patent claims and invalidating others. WeMost of these PTAB actions have been completed, so we will petition the District Court to lift the stay on the 2018 and will appeal any PTAB decision that resulted in an invalidation of our patent claims.2020 cases.

International Trade Commission Investigation Request made by Roku against UEI and certain UEI Customers

On April 8, 2021, Roku made a request to the ITC to initiate an investigation against us and certain of our customers claiming that certain of our and those customers' remote control devices and televisions infringe 2two of Roku's recently acquired patents.patents, the '511 patent and the '875 patent. On May 10, 2021, the ITC announced its decision to initiate the requested investigation. Immediately prior to trial Roku withdrewstipulated to summary determination as to its complaint against us and two of our customers with respect to one of the two patents at issue. This releasedstipulation resulted in the complaint against us and two of our customers with respect to that patent.patent not going to trial. The trial was thus shortened and ended on January 24, 2022. We anticipate thatOn June 24, 2022, the ALJ, will issue her IDpursuant to Roku's stipulation, found the '511 patent invalid as indefinite. Thereafter, on or about June 28, 2022, the ALJ issued an ID fully exonerating us and our customers finding the '875 patent invalid and that Roku failed to prove it established the requisite domestic industry and thus no violation of the Tariff Act. In advance of the full commissionCommission's review, is setRoku and we filed petitions to appeal certain portions of the ID. In addition, the PTAB granted our request for an IPR with respect to the '875
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patent. On October 28, 2022.2022, the full ITC issued its final determination affirming the ID, ruling there was no violation of the Tariff Act and terminated the investigation. In December 2022, Roku filed an appeal, which remains pending. In addition, Roku, along with the ITC, filed a joint motion to dismiss the '511 patent as moot as it recently expired. We are opposing this motion. Further, on October 23, 2023, the PTBA issued its Final Written Decision invalidating all of the claims Roku alleges we infringe. As a companion to its ITC request, Roku also filed a lawsuit against us and certain of our customers in Federal District Court in the Central District of California alleging that we are infringing the same two patents they alleged being infringed in the ITC investigation explained above. This District Court case has been stayed pending the ITC case, and will likely continue to be stayed pending the conclusion of Roku's appeal of the ITC investigation.case.

Court of International Trade Action against the United States of America, et. al.

On October 9, 2020, we and our subsidiaries, Ecolink Intelligent Technology, Inc. ("Ecolink") and RCS Technology, LLC ("RCS"), filed an amended complaint (20-cv-00670) in the Court of International Trade (the "CIT") against the United States of America; the Office of the United States Trade Representative; Robert E. Lighthizer, U.S. Trade Representative; U.S. Customs & Border Protection; and Mark A. Morgan, U.S. Customs & Border Protection Acting Commissioner, challenging both the substantive and procedural processes followed by the United States Trade Representative ("USTR") when instituting Section 301 Tariffs on imports from China under Lists 3 and 4A.

Pursuant to this complaint, we, Ecolink, RCS and RCSwe are alleging that USTR's institution of Lists 3 and 4A tariffs violated the Trade Act of 1974 (the "Trade Act") on the grounds that the USTR failed to make a determination or finding that there was an unfair trade practice that required a remedy and moreover, that Lists 3 and 4A tariffs were instituted beyond the 12-month time limit provided for in the governing statute. We, Ecolink, RCS and RCSwe also allege that the manner in which the Lists 3 and 4A tariff actions were implemented violated the Administrative Procedures Act (the "APA") by failing to provide adequate opportunity for comments, failed to consider relevant factors when making its decision and failed to connect the record facts to the choices it made by not explaining how the comments received by USTR came to shape the final implementation of Lists 3 and 4A.

We, Ecolink, RCS and RCSwe are asking the CIT to declare that the defendants' actions resulting in the tariffs on products covered by Lists 3 and 4A are unauthorized by and contrary to the Trade Act and were arbitrarily and unlawfully promulgated in violation of the APA; to vacate the Lists 3 and 4A tariffs; to order a refund (with interest) of any Lists 3 and 4A duties paid by us, Ecolink, RCS and RCS;us; to permanently enjoin the U.S. government from applying Lists 3 and 4A duties against us, Ecolink, RCS and RCS;us; and award us, Ecolink, RCS and RCSus our costs and reasonable attorney's fees.

In July 2021, the CIT issued a preliminary injunction suspending liquidation of all unliquidated entries subject to Lists 3 and 4A duties and has asked the parties to develop a process to keep track of the entries to efficiently and effectively deal with liquidation process and duties to be paid or refunded when finally adjudicated. On February 5, 2022, the CIT heard oral arguments on dispositive motions filed on behalf of plaintiffs and defendants. On April 1, 2022, the CIT issued its opinion on these dispositive motions, ruling that the USTR had the legal authority to promulgate List 3 and List 4A under Section 307(a)(1)(B) of the Trade Act, but that the USTR violated the APA when it promulgated List 3 and List 4A concluding that the USTR failed to adequately explain its decision as required under the APA. The Court ordered that List 3 and List 4A be remanded to the USTR for reconsideration or further explanation regarding its rationale for imposing the tariffs. The Court declined to vacate List 3 and List 4A, which means that they are still in place while on remand. The Court's preliminary injunction regarding liquidation of entries also remains in effect. The Court initially set a deadline of June 30, 2022, for the USTR to complete this process, which was extended to August 1, 2022.

On August 1, 2022, the USTR provided the Court with that further explanation and also purported to respond to the significant comments received during the original notice-and-comment process. On September 14, 2022, the lead plaintiff filed its comments to the USTR's August 1, 2022 filing, asserting that the USTR did not adequately respond to the Court's remand order and requested the Court to vacate the List 3 and List 4A tariffs and issue refunds immediately. On March 17, 2023, the CIT sustained the List 3 and List 4 tariffs, concluding that USTR’s rationale in support of the tariffs was not impermissibly post hoc. The court also concluded that USTR adequately explained its reliance on presidential direction and adequately responded to significant comments regarding the harm to the U.S. economy, efficacy of the tariffs, and alternatives to the tariffs. Lead plaintiffs have appealed this decision. The parties have fully briefed their positions on this appeal and oral argument is expected to be set for later in 2024 and a decision sometime in 2025.

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argumentsTongshun Matters

On January 23, 2024, Tongshun Company ("TS") filed suit against one of our subsidiary factories, Gemstar Technology (Yangzhou) Co. Ltd. ("GTY"), claiming among other things, breach of an employment agency, and as is standard in Chinese litigation matters such as these, TS has also requested the Court to order a hold on dispositive motionsGTY's bank account for the total claimed amount of RMB 35 million. This asset protection order is a standard request and routinely granted. On February 5, 2024, we learned that the Court accepted the lawsuit filed by TS. The hearing on behalfthis matter has been scheduled for early March of plaintiffs and defendants and we expect a decision onthis year. We will vigorously defend against these motions in the coming months.claims.

There are no other material pending legal proceedings to which we or any of our subsidiaries is a party or of which our respective property is the subject. However, as is typical in our industry and to the nature and kind of business in which we are engaged, from time to time, various claims, charges and litigation are asserted or commenced by third parties against us or by us against third parties arising from or related to product liability, infringement of patent or other intellectual property rights, breach of warranty, contractual relations, or employee relations. The amounts claimed may be substantial, but may not bear any reasonable relationship to the merits of the claims or the extent of any real risk of court awards assessed against us or in our favor. However, no assurances can be made as to the outcome of any of these matters, nor can we estimate the range of potential losses to us. In our opinion, final judgments, if any, which might be rendered against us in potential or pending litigation would not have a material adverse effect on our consolidated financial condition, results of operations, or cash flows. Moreover, we believe that our products do not infringe any third parties' patents or other intellectual property rights.

We maintain directors' and officers' liability insurance which insures our individual directors and officers against certain claims, as well as attorney's fees and related expenses incurred in connection with the defense of such claims.

Defined Benefit Plan

Our subsidiary in India maintains a defined benefit pension plan ("India Plan") for local employees, which is consistent with local statutes and practices. The pension plan was adequately funded on December 31, 20212023 based on its latest actuarial report. The India Plan has an independent external manager that advises us of the appropriate funding contribution requirements to which we comply. At December 31, 2021,2023, approximately 6356 percent of our India subsidiary employees had qualified for eligibility. An individual must be employed by our India subsidiary for a minimum of five years before becoming eligible. Upon the termination, resignation or retirement of an eligible employee, we are liable to pay the employee an amount equal to 15 days salary for each full year of service completed. The total amount of liability outstanding at December 31, 20212023 and 20202022 for the India Plan was not material. During the years ended December 31, 2021, 20202023, 2022 and 2019,2021, the net periodic benefit costs were also not material.

Note 14 — Treasury Stock

From time to time, our Board of Directors authorizes management to repurchase shares of our issued and outstanding common stock on the open market.stock. On October 20, 2021, our Board of Directors approved a new repurchase plan with an effective date of November 9, 2021 (the "November 2021 Program"). Pursuant to the November 2021 Program, we were authorized to repurchase up to 300,000 shares of our common stock at predetermined prices until the earlier of the repurchase of all 300,000 shares or February 17, 2022. The November 2021 Program was completed in December 2021, upon repurchase by us of all 300,000 shares as authorized. On February 10, 2022,26, 2023, our Board approved a new share repurchase program with an effective date of February 22, 2022November 7, 2023 (the "February 2022"October 2023 Program"). Pursuant to the February 2022October 2023 Program, we may, from timeare authorized to time until May 5, 2022, repurchase up to 300,0001,000,000 shares of our common stock. At December 31, 2023, we had 900,000 shares available for repurchase under the October 2023 Program. We may utilize various methods to effect the repurchases which may includeunder the October 2023 Program, including open market repurchases, negotiated block transactions, accelerated share repurchases or open market solicitations for shares, some or all of which maycould be effected through Rule 10b5-1 plans. The timing and amount of future repurchases, if any, will depend upon several factors, including market and business conditions, and such repurchases may be discontinued at any time.

We also repurchase shares of our issued and outstanding common stock to satisfy the cost of stock option exercises and/or income tax withholding obligations relating to the stock-based compensation of our employees and directors.

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Repurchased shares of our common stock were as follows:
Year Ended December 31,
(In thousands)202120202019
Shares repurchased1,243 444 58 
Cost of shares repurchased$59,664 $17,678 $1,928 
Year Ended December 31,
(In thousands)202320222021
Open market shares repurchased100 300 1,151 
Stock-based compensation related shares repurchased65 134 92 
Total shares repurchased165 434 1,243 
Cost of open market shares repurchased$864 $9,437 $54,868 
Cost of stock-based compensation related shares repurchased915 3,598 4,796 
Total cost of shares repurchased$1,779 $13,035 $59,664 

Repurchased shares are recorded as shares held in treasury at cost. We hold these shares for future use as management and the Board of Directors deem appropriate.

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Note 15 — Stock-Based Compensation

Stock-based compensation expense for each employee and director is presented in the same statement of operations caption as their cash compensation. Stock-based compensation expense by statement of operations caption and the related income tax benefit were as follows: 
Year Ended December 31,
Year Ended December 31,Year Ended December 31,
(In thousands)(In thousands)202120202019(In thousands)202320222021
Cost of salesCost of sales$156 $182 $139 
Research and development expensesResearch and development expenses1,253 1,099 1,096 
Selling, general and administrative expenses:Selling, general and administrative expenses:
EmployeesEmployees6,997 6,257 6,431 
Employees
Employees
Outside directorsOutside directors1,563 1,584 1,179 
Total employee and director stock-based compensation expenseTotal employee and director stock-based compensation expense$9,969 $9,122 $8,845 
Income tax benefitIncome tax benefit$1,718 $1,594 $1,877 
Income tax benefit
Income tax benefit
Stock Options

The assumptions we utilized in the Black-Scholes option pricing model and the resulting weighted average fair value of stock option grants were the following:
Year Ended December 31, Year Ended December 31,
202120202019 202320222021
Weighted average fair value of grantsWeighted average fair value of grants$23.97 $17.70 $11.51 
Risk-free interest rateRisk-free interest rate0.41 %1.44 %2.38 %Risk-free interest rate3.86 %1.93 %0.41 %
Expected volatilityExpected volatility48.49 %43.95 %41.73 %Expected volatility45.89 %49.35 %48.49 %
Expected life in yearsExpected life in years4.624.594.60Expected life in years4.704.734.62
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UNIVERSAL ELECTRONICS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2023

Stock option activity was as follows:
202120202019
Number of Options
(in 000's)
Weighted-Average Exercise PriceWeighted-Average Remaining Contractual Term
(in years)
Aggregate Intrinsic Value
(in 000's)
Number of Options
(in 000's)
Weighted-Average Exercise PriceWeighted-Average Remaining Contractual Term
(in years)
Aggregate Intrinsic Value
(in 000's)
Number of Options
(in 000's)
Weighted-Average Exercise PriceWeighted-Average Remaining Contractual Term
(in years)
Aggregate Intrinsic Value
(in 000's)
2023202320222021
Number of Options
(in 000's)
Number of Options
(in 000's)
Weighted-Average Exercise PriceWeighted-Average Remaining Contractual Term
(in years)
Aggregate Intrinsic Value
(in 000's)
Number of Options
(in 000's)
Weighted-Average Exercise PriceWeighted-Average Remaining Contractual Term
(in years)
Aggregate Intrinsic Value
(in 000's)
Number of Options
(in 000's)
Weighted-Average Exercise PriceWeighted-Average Remaining Contractual Term
(in years)
Aggregate Intrinsic Value
(in 000's)
Outstanding at beginning of the yearOutstanding at beginning of the year774 $43.01 745 $41.73 597 $44.27 
GrantedGranted80 59.43 109 46.17 170 30.08 
Granted
Granted
Exercised
Exercised
ExercisedExercised(54)30.04 $931 (80)35.28 $1,334 (22)20.34 $569 
Forfeited/canceled/expiredForfeited/canceled/expired— — — — — — 
Outstanding at end of the year (1)
Outstanding at end of the year (1)
800 $45.55 3.15$3,780 774 $43.01 3.71$9,228 745 $41.73 3.97$9,798 
Outstanding at end of the year (1)
Outstanding at end of the year (1)
Vested and expected to vest at the end of the year (1)
Vested and expected to vest at the end of the year (1)
800 $45.55 3.15$3,780 774 $43.01 3.71$9,228 745 $41.73 3.97$9,798 
Exercisable at the end of the year (1)
Exercisable at the end of the year (1)
656 $44.08 2.58$3,608 582 $43.90 2.98$6,887 517 $44.95 3.01$5,636 
(1)The aggregate intrinsic value represents the total pre-tax value (the difference between our closing stock price on the last trading day of 2021, 20202023, 2022 and 20192021 and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had they all exercised their options on December 31, 2021, 20202023, 2022 and 2019.2021. This amount will change based on the fair market value of our stock.

There were no option exercises in the year ended December 31, 2023. The value of shares withheld in lieu of receiving cash from option exercises in the years ended December 31, 2022 and 2021 and 2020 was $0.6$1.5 million and $2.8$0.6 million, respectively. Cash received from option exercises for the yearsyear ended December 31, 2021 and 2019 was $1.0 million and $0.4 million, respectively.million. There was 0no cash received from option exercises for the year ended December 31, 2020.2022. The actual tax benefit realized from option exercises was $0.2 million, $0.3$0.1 million and $0.01$0.2 million for the years ended December 31, 2021, 20202022 and 2019,2021, respectively.

Significant option groups outstanding at December 31, 2023 and the related weighted average exercise price and life information were as follows:
 Options OutstandingOptions Exercisable
Range of Exercise PricesNumber
Outstanding
(in 000's)
Weighted-Average
Remaining 
Contractual Term (in years)
Weighted-Average
Exercise Price
Number
Exercisable
(in 000's)
Weighted-Average
Exercise Price
$24.77 to $34.56503 4.79$27.77 227 $29.35 
$44.95 to $46.17207 2.6045.59 207 45.59 
$52.85 to $62.70191 2.3860.31 186 60.34 
901 3.67$38.78 620 $44.06 

As of December 31, 2023, we expect to recognize $2.4 million of total unrecognized pre-tax stock-based compensation expense related to non-vested stock options over a remaining weighted-average life of 1.8 years.

Restricted Stock

Non-vested restricted stock award activity was as follows:
202320222021
Shares
(in 000's)
Weighted-Average
Grant Date
Fair Value
Shares
(in 000's)
Weighted-Average
Grant Date
Fair Value
Shares
(in 000's)
Weighted-Average
Grant Date
Fair Value
Non-vested at beginning of the year376 $36.82 310 $44.41 374 $34.53 
Granted340 14.15 262 31.05 156 56.90 
Vested(211)35.77 (191)41.09 (211)36.35 
Forfeited(19)17.72 (5)43.22 (9)39.65 
Non-vested at end of the year486 $21.66 376 $36.82 310 $44.41 

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UNIVERSAL ELECTRONICS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 20212023

Significant option groups outstanding at December 31, 2021 and the related weighted average exercise price and life information were as follows:
 Options OutstandingOptions Exercisable
Range of Exercise PricesNumber
Outstanding
(in 000's)
Weighted-Average
Remaining 
Contractual Term (in years)
Weighted-Average
Exercise Price
Number
Exercisable
(in 000's)
Weighted-Average
Exercise Price
$19.25 to $27.07230 3.08$24.36 218 $24.20 
$44.95 to $46.17207 4.6045.59 162 45.43 
$51.38 to $65.54363 2.6158.98 276 59.00 
800 3.15$45.55 656 $44.08 

As of December 31, 2021,2023, we expect to recognize $2.2 million of total unrecognized pre-tax stock-based compensation expense related to non-vested stock options over a remaining weighted-average life of 1.7 years.

On February 10, 2022, certain executive employees were granted 119,365 stock options, in the aggregate, in connection with the 2021 annual review cycle. The options were granted as part of long-term incentive compensation to assist us in meeting our performance and retention objectives and are subject to a three-year vesting period (33.33% on February 10, 2023 and 8.33% each quarter thereafter). The total grant date fair value of these awards was $1.8 million.

Restricted Stock

Non-vested restricted stock award activity was as follows:
202120202019
Shares
(in 000's)
Weighted-Average
Grant Date
Fair Value
Shares
(in 000's)
Weighted-Average
Grant Date
Fair Value
Shares
(in 000's)
Weighted-Average
Grant Date
Fair Value
Non-vested at beginning of the year374 $34.53 310 $34.99 204 $49.23 
Granted156 56.90 238 36.85 268 30.67 
Vested(211)36.35 (166)38.28 (141)47.26 
Forfeited(9)39.65 (8)43.44 (21)35.78 
Non-vested at end of the year310 $44.41 374 $34.53 310 $34.99 

As of December 31, 2021, we expect to recognize $8.9$6.4 million of total unrecognized pre-tax stock-based compensation expense related to non-vested restricted stock awards over a weighted-average life of 1.71.6 years.

In February 2022,2024, certain executives and employees were granted 223,001116,000 restricted stock awards, in the aggregate, in connection with the 20212023 annual review cycle. These awards were granted as part of long-term incentivethe executive compensation to assist us in meeting our performance and retention objectivesprogram and are subject to a three-year vesting period (51,365 of these awards will vest 33.33%(33.33% on February 10, 20237, 2025 and 8.33% each quarter thereafter and 171,636 of these awards will vest at a rate of 33.33% per year beginning on February 22, 2023)thereafter). The total grant date fair value of these awards was $7.1$1.0 million.

In February 2024, certain executives were granted 116,001 performance stock awards, in the aggregate, in connection with the 2023 annual review cycle. These awards vest only upon the satisfaction of a three-year service condition and market conditions based upon the price per share of our common stock. We are currently determining the fair market value of these awards using a Monte Carlo simulation model as of the grant date.

Stock Incentive Plans

Our active stock-based incentive plans include those adopted in 2003, 2006, 2010, 2014 and 2018 ("Stock Incentive Plans"). Under the Stock Incentive Plans, we may grant stock options, stock appreciation rights, restricted stock units, performance stock units, or any combination thereof for a period of ten years from the approval date of each respective plan, unless the plan is terminated by resolution of our Board of Directors. No stock appreciation rights or performance stock units have been awarded under our Stock Incentive Plans.Plans as of December 31, 2023. Only directors and employees meeting certain employment qualifications are eligible to receive stock-based awards.

The grant price of stock option, restricted stock, and restrictedperformance stock awards granted under our Stock Incentive Plans is the average of the high and low trades of our stock on the grant date. We prohibit the re-pricing or backdating of stock options. Our stock options
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2021

become exercisable in various proportions over a three- or four-yearthree-year time frame. Stock options have a maximum ten-year term. Restricted stock awards vest in various proportions over a one- to three-year time period. Performance stock awards granted in February 2024 vest in various proportions over a three-year time frame, subject to share price-based market conditions.

Detailed information regarding our active Stock Incentive Plans was as follows at December 31, 2021:2023:
NameNameApproval DateTotal Shares
Available for Grant
Under the Plan
Remaining Shares
Available for Grant
Under the Plan
Outstanding Shares
Granted
Under the Plan
NameApproval DateTotal Shares
Available for Grant
Under the Plan
Remaining Shares
Available for Grant
Under the Plan
Outstanding Shares
Granted
Under the Plan
2003 Stock Incentive Plan6/18/20031,000,000 — 11,500 
2006 Stock Incentive Plan6/13/20061,000,000 — 23,910 
2010 Stock Incentive Plan6/15/20101,000,000 — 93,904 
2014 Stock Incentive Plan2014 Stock Incentive Plan6/12/20141,100,000 — 311,276 
2018 Equity and Incentive Compensation Plan (1)
2018 Equity and Incentive Compensation Plan (1)
6/4/20182,118,664 1,095,728 669,738 
1,095,728 1,110,328 
336,566
(1)The 2018 Equity and Incentive Compensation Plan was amended in June 2021 to add an additional 1,100,000 shares, as approved by our stockholders.

Note 16 — Performance-Based Common Stock Warrants

On March 9, 2016, we issued common stock purchase warrants to Comcast Corporation ("Comcast") to purchase up to 725,000 shares of our common stock at a price of $54.55 per share. The right to exercise the warrants is subject to vesting over 3 successive two-year periods (with the first two-year period commencing onOn January 1, 2016) based on the level of purchases of goods and services from us by Comcast and its affiliates, as defined in the warrants. The table below presents the purchase levels and potential number of warrants to vest in each period based upon achieving these purchase levels.
 Potential Warrants To Vest
Aggregate Level of Purchases by Comcast and AffiliatesJanuary 1, 2016 - December 31, 2017January 1, 2018 - December 31, 2019January 1, 2020 - December 31, 2021
$260 million100,000 100,000 75,000 
$300 million75,000 75,000 75,000 
$340 million75,000 75,000 75,000 
Maximum Potential Warrants Earned by Comcast250,000 250,000 225,000 

If total aggregate purchases by Comcast and its affiliates are below $260 million in any2023, all 275,000 of the two-year periods above, novested and outstanding warrants will vest related to that two-year period. If total aggregate purchases of goods and services by Comcast and its affiliates had exceeded $340 million during either the first or second two-year period, the amount of any such excess would count towards aggregate purchases in the following two-year period. This threshold was not met in either the first or second two-year period. For the two-year period ended December 31, 2017, Comcast earned and vested in 175,000 out of the maximum potential 250,000 warrants. For the two-year period ended December 31, 2019, Comcast earned and vested in 100,000 out of the maximum potential 250,000 warrants. For the two-year period ended December 31, 2021, Comcast did not earn or vest in any of the maximum potential 225,000 warrants. At December 31, 2021, 275,000 vested warrants were outstanding.

All warrants that vested will expire on January 1, 2023. The warrants provide for certain adjustments that may be made to the exercise price and the number of shares issuable upon exercise due to customary anti-dilution provisions. Additionally, in connection with the common stock purchase warrants, we have also entered into a registration rights agreement with Comcast under which Comcast may from time to time request that we register the shares of common stock underlying vested warrants with the SEC.

As the warrants contain performance criteria under which Comcast must achieve specified aggregate purchase levels for the warrants to vest, as detailed above, the measurement date for the warrants for the first two-year successive periods was the date on which the warrants vested.

The FASB issued guidance in November 2019 that clarifies the accounting for share-based payments issued as sales incentives to customers. The guidance requires that stock-based compensation expense be recorded as a reduction in the transaction price on the basis of the grant-date fair value. The transition provisions require that equity-classified awards be measured at the
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2021

adoption date fair value if the measurement date has not been established prior to the adoption date. The measurement periods for the first two successive two-year periods of our outstanding performance-based common stock warrants were completed prior to adoption and were not impacted by this updated guidance. The measurement period for the final two-year period began on January 1, 2020, and, accordingly, we measured the fair value of the award as of our adoption date on January 1, 2020 using the Black-Scholes option pricing model. Through December 31, 2021, none of the warrants had vested for the two-year period beginning January 1, 2020.

The assumptions we utilized in the Black-Scholes option pricing model and the resulting grant-date fair value of the warrants as of January 1, 2020 were the following:
Fair value$17.19
Price of Universal Electronics Inc. common stock$52.21
Risk-free interest rate1.62 %
Expected volatility48.86 %
Expected life in years3.00

Prior to the adoption of the new guidance on January 1, 2020, we adjusted the estimated weighted average fair value of the warrants each period. The assumptions we utilized in the Black-Scholes option pricing model and the resulting weighted average fair value of the warrants were the following:
Year Ended December 31,
2019
Fair value$21.60
Price of Universal Electronics Inc. common stock$58.01
Risk-free interest rate1.65 %
Expected volatility48.90 %
Expected life in years3.13
expired unexercised.

The impact to net sales recorded in connection with the warrants and the related income tax benefit was as follows:
Year Ended December 31,
Year Ended December 31,Year Ended December 31,
(in thousands)(in thousands)202120202019(in thousands)202320222021
Reduction (addition) to net sales (1)
Reduction (addition) to net sales (1)
$(686)$686 $1,997 
Income tax benefitIncome tax benefit(171)171 498 
(1)     At December 31, 2021, Comcast did not meet the minimum performance obligations to vest in any portion of the warrants associated with the two-year vesting period ended December 31, 2021. As such, all previously recorded expenses associated with this vesting period were reversed.

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UNIVERSAL ELECTRONICS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2023

Note 17 — Other Income (Expense), Net and Loss on Sale of Argentina Subsidiary

Other income (expense), net consisted of the following: 
Year Ended December 31,
Year Ended December 31,Year Ended December 31,
(In thousands)(In thousands)202120202019(In thousands)202320222021
Net gain (loss) on foreign currency exchange contracts (1)
Net gain (loss) on foreign currency exchange contracts (1)
$2,903 $(310)$(62)
Net gain (loss) on foreign currency exchange transactionsNet gain (loss) on foreign currency exchange transactions(4,237)(1,675)(870)
Other income (expense)Other income (expense)777 581 (63)
Other income (expense), netOther income (expense), net$(557)$(1,404)$(995)
(1)This represents the gains (losses) incurred on foreign currency hedging derivatives. See Note 19 for further information concerning our foreign currency exchange contracts.

On September 7, 2021, we completed the sale of our subsidiary, One For All Argentina S.R.L, to an unrelated party, recording a loss on sale of $6.1 million. Upon divestiture, the successor entity, OFA Express S.R.L., will serveserves as an authorized distributor of certain of our products in Argentina. OFA Express, S.R.L. is not a related party of the Company.

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UNIVERSAL ELECTRONICS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2021

Note 18 — Earnings (Loss) Per Share

Earnings (loss) per share was calculated as follows: 
Year Ended December 31,
Year Ended December 31,Year Ended December 31,
(In thousands, except per-share amounts)(In thousands, except per-share amounts)202120202019(In thousands, except per-share amounts)202320222021
BASICBASIC
Net income$5,301 $38,572 $3,630 
Net income (loss)
Net income (loss)
Net income (loss)
Weighted-average common shares outstandingWeighted-average common shares outstanding13,465 13,893 13,879 
Basic earnings per share$0.39 $2.78 $0.26 
Basic earnings (loss) per share
DILUTEDDILUTED
Net income$5,301 $38,572 $3,630 
DILUTED
DILUTED
Net income (loss)
Net income (loss)
Net income (loss)
Weighted-average common shares outstanding for basicWeighted-average common shares outstanding for basic13,465 13,893 13,879 
Dilutive effect of stock options, restricted stock and common stock warrantsDilutive effect of stock options, restricted stock and common stock warrants277 273 230 
Weighted-average common shares outstanding on a diluted basisWeighted-average common shares outstanding on a diluted basis13,742 14,166 14,109 
Diluted earnings per share$0.39 $2.72 $0.26 
Diluted earnings (loss) per share

The following number of stock options, shares of restricted stock and common stock warrants were excluded from the computation of diluted earnings per common share as their inclusion would have been anti-dilutive:
Year Ended December 31,
(In thousands)202120202019
Stock options412 468 371 
Restricted stock awards65 14 67 
Performance-based warrants206 275 188 

Year Ended December 31,
(In thousands)202320222021
Stock options900 686 412 
Restricted stock awards440 242 65 
Performance-based warrants— 275 206 

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UNIVERSAL ELECTRONICS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2023

Note 19 — Derivatives

The following table sets forth the total net fair value of derivatives:
December 31, 2021December 31, 2020 December 31, 2023December 31, 2022
Fair Value Measurement UsingTotal BalanceFair Value Measurement UsingTotal Balance
Fair Value Measurement UsingFair Value Measurement UsingTotal BalanceFair Value Measurement UsingTotal Balance
(In thousands)(In thousands)Level 1Level 2Level 3Total BalanceLevel 1Level 2Level 3Total Balance
Foreign currency exchange contractsForeign currency exchange contracts$— $(92)$— $— $113 $— 
Foreign currency exchange contracts
Foreign currency exchange contracts

We held foreign currency exchange contracts which resulted in a net pre-tax gainloss of $2.9$3.2 million, a net pre-tax loss of $0.3$1.3 million, and a net pre-tax lossgain of $0.1$2.9 million for the years ended December 31, 2021, 20202023, 2022 and 2019,2021, respectively. See Note 17 for further information concerning our foreign currency exchange contracts.
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UNIVERSAL ELECTRONICS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2021

Details of foreign currency exchange contracts held were as follows:
Date HeldCurrencyPosition HeldNotional Value
(in millions)
Forward Rate
Unrealized Gain/(Loss) Recorded at Balance Sheet
Date
(in thousands)(1)
Settlement Date
December 31, 2021USD/Chinese Yuan RenminbiCNY$19.0 6.3777$38 January 7, 2022
December 31, 2021USD/EuroUSD$31.0 1.1336$(130)January 7, 2022
December 31, 2020USD/Chinese Yuan RenminbiCNY$55.0 6.5370$239 January 29, 2021
December 31, 2020USD/Brazilian RealUSD$0.9 5.1714$January 29, 2021
December 31, 2020USD/EuroUSD$28.0 1.2177$(106)January 29, 2021
December 31, 2020USD/Mexican PesoUSD$1.9 20.1915$(24)January 29, 2021
Date HeldCurrencyPosition HeldNotional Value
(in millions)
Forward Rate
Unrealized Gain/(Loss) Recorded at Balance Sheet
Date
(in thousands)(1)
Settlement Date
December 31, 2023USD/Chinese Yuan RenminbiCNY$20.0 7.1181$(18)January 5, 2024
December 31, 2023USD/EuroUSD$22.0 1.1009$(65)January 5, 2024
December 31, 2022USD/EuroUSD$26.0 1.0529$(428)January 6, 2023
December 31, 2022USD/Chinese Yuan RenminbiCNY$31.0 7.0358$528 January 6, 2023
(1)Unrealized gains on foreign currency exchange contracts are recorded in prepaid expenses and other current assets. Unrealized losses on foreign currency exchange contracts are recorded in other accrued liabilities.

Note 20 — Employee Benefit Plans

We maintain a retirement and profit sharing plan under Section 401(k) of the Internal Revenue Code for all of our domestic employees that meet certain qualifications. Participants in the plan may elect to contribute up to the maximum allowed by law. We match 50% of the participants' contributions up to 15% of their gross salary in the form of newly issued shares of our common stock. We may also make other discretionary contributions to the plan. We recorded $1.1$1.3 million, $1.2 million and $0.9$1.1 million of expense for company contributions for the years ended December 31, 2021, 20202023, 2022 and 2019,2021, respectively.

Note 21 — Subsequent EventBusiness Combinations

On February 17, 2022, we acquired substantially all of the net assets of Qterics, Inc., a U.S.-based provider of multimedia connectivity solutions and services for internet-enabled consumer products. Under the terms of the Asset Purchase Agreement ("APA"), we paid a cash purchase price of approximately $1.2$0.9 million. The acquisition of these assets will allow us to expand our customer base in the OEM market.

Our consolidated income statement for the year ended December 31, 2023 includes net sales of $2.1 million and net income of $16 thousand attributable to Qterics. Our consolidated income statement for the year ended December 31, 2022 includes net sales of $2.1 million and net income of $145 thousand attributable to Qterics for the period commencing on February 17, 2022.
In accordance with the terms of the APA, the initial purchase price was subject to a customary post-closingadjustment for differences between the initial estimated working capital adjustment.balances and the final adjusted balances. This calculation was completed at March 31, 2022.

Purchase Price Allocation

Using the acquisition method of accounting, the acquisition date fair value of the consideration transferred was allocated to the net tangible and intangible assets acquired and liabilities assumed based on their fair values on the acquisition date. The excess of the purchase price over the estimated fair value of net assets acquired is recorded as goodwill. The goodwill is expected to be deductible for income tax purposes.
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UNIVERSAL ELECTRONICS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2023

Management's purchase price allocation as of December 31, 2023 was the following:

(In thousands)Estimated LivesFair Value
Accounts receivable$787 
Property, plant and equipment5 years
Customer relationships6 years1,340 
Developed technology6 years440 
Trade names6 years50 
Goodwill (1)
713 
Operating lease ROU assets3 years149 
Other assets
Other accrued liabilities(6)
Short-term operating lease obligation(48)
Deferred revenue(1,539)
Long-term operating lease obligation(101)
Long-term deferred revenue(851)
     Cash paid$939 
(1)Our consolidated goodwill balance was impaired during the year ended December 31, 2023. Please see Note 7 for further information.

Management's determination of the fair value of intangible assets acquired are based primarily on significant inputs not observable in an active market and thus represent Level 3 fair value measurements as defined under U.S. GAAP.

The fair value assigned to the Qterics developed technology and trade names intangible assets were determined utilizing a relief from royalty method. Under the relief from royalty method, the fair value of the intangible asset is estimated to be the present value of the royalties saved because the company owns the intangible asset. Revenue projections and estimated useful life were significant inputs into estimating the value of the Qterics developed technology and trade names.

The fair value assigned to Qterics customer relationships intangible assets were determined utilizing a multi-period excess earnings approach. Under the multi-period excess earnings approach, the fair value of the intangible asset is estimated to be the present value of future earnings attributable to the asset and utilizes revenue and cost projections, including an assumed contributory asset charge.

The developed technology, trade names and customer relationships intangible assets are expected to be deductible for income tax purposes.

Pro Forma Results (unaudited)

The unaudited pro forma financial information of combined results of our operations and the operations of Qterics as if the transaction had occurred on January 1, 2021, is immaterially different from the net sales, net income and income per share amounts reported in the Consolidated Statements of Operations for the years ended December 31, 2022 and 2021.
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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Exchange Act Rule 13a-15(e) defines "disclosure controls and procedures" to mean controls and procedures of a company that are designed to ensure that information required to be disclosed by the company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. The definition further states that disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that the information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

An evaluation was performed under the supervision and with the participation of our management, including our principal executive and principal financial officers, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, our principal executive and principal financial officers have concluded that our disclosure controls and procedures were effective, as of the end of the period covered by this report, to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and is accumulated and communicated to our management to allow timely decisions regarding required disclosures.

Management's Annual Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and preparation of financial statements for external purposes in accordance with U.S. GAAP. Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Under the supervision and with the participation of our management, including our principal executive and principal financial officers, we evaluated the effectiveness of our internal control over financial reporting based on the 2013 Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in Internal Control Integrated Framework. Based on our evaluation under this framework, our management concluded that our internal control over financial reporting was effective as of December 31, 2021.2023.

The effectiveness of our internal control over financial reporting as of December 31, 20212023 has been audited by Grant Thornton LLP, an independent registered public accounting firm, as stated in its attestation report which is included herein.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting during the fourth quarter of 20212023 that have materially affected, or are reasonably likely to affect, our internal control over financial reporting.
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders
Universal Electronics Inc.

Opinion on internal control over financial reporting

We have audited the internal control over financial reporting of Universal Electronics Inc. (a Delaware corporation) and subsidiaries (the "Company") as of December 31, 2021,2023, based on criteria established in the 2013 Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021,2023, based on criteria established in the 2013 Internal Control-Integrated Framework issued by COSO.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) ("PCAOB"), the consolidated financial statements of the Company as of and for the year ended December 31, 2021,2023, and our report dated March 4, 202214, 2024 expressed an unqualified opinion on those financial statements.

Basis for opinion

The Company'sCompany’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company'sCompany’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and limitations of internal control over financial reporting

A company'scompany’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company'scompany’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company'scompany’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ GRANT THORNTON LLP

Newport Beach, California
March 4, 202214, 2024





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ITEM 9B. OTHER INFORMATION

None.During the quarter ended December 31, 2023, no director or officer (as defined in Rule 16a-1(f) promulgated under the Exchange Act) of the Company adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement" (as each term is defined in Item 408 of Regulation S-K).

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.
PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

Information required by Item 401 of Regulation S-K with respect to our directors will be contained in and is hereby incorporated by reference to our definitive Proxy Statement for our 20222024 Annual Meeting of Stockholders to be filed pursuant to Regulation 14A promulgated by the Securities and Exchange Commission under the Exchange Act. Information regarding executive officers of the Company is set forth in Part I of this Form 10-K.

Code of Conduct. We have adopted a code of conduct that applies to all of our employees, including without limitation our principal executive officer, principal financial officer and principal accounting officer. A copy of the Code of Conduct is included as Exhibit 14.1 to ourthis Annual Report on Form 10-K for the year ended December 31, 2003 filed on March 14, 2004 (File No. 0-21044).2023. The Code of Conduct is also available on our website, www.uei.com under the caption "Corporate Governance""Governance" and then "Committee composition, documents and confidential ethics line" on the Investor page. We will post on our website information regarding any amendment to, or waiver from, any provision of the Code of Conduct that applies to our principal executive officer, principal financial officer or principal accounting officer.

Information required by Items 405 and 407(c)(3), (d)(4) and (d)(5) of Regulation S-K will be contained in and is hereby incorporated by reference to our definitive Proxy Statement for our 20222024 Annual Meeting of Stockholders to be filed pursuant to Regulation 14A promulgated by the Securities and Exchange Commission under the Exchange Act.

ITEM 11. EXECUTIVE COMPENSATION

Information required by Items 402 and 407(e)(4) and (e)(5) of Regulation S-K will be contained in and is hereby incorporated by reference to our definitive Proxy Statement for our 20222024 Annual Meeting of Stockholders to be filed pursuant to Regulation 14A promulgated by the SEC under the Exchange Act.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Information required by Item 403 of Regulation S-K will be contained in and is hereby incorporated by reference to our definitive Proxy Statement for our 20222024 Annual Meeting of Stockholders to be filed pursuant to Regulation 14A promulgated by the SEC under the Exchange Act.

The following summarizes our equity compensation plans at December 31, 2021:2023:

Equity Compensation Plan Information
(a)(b)(c)
(a)(b)(c)
Plan CategoryPlan CategoryNumber of
Securities to be
issued upon
exercise of
outstanding
options,
warrants and rights
Weighted-average
exercise price of
outstanding
options, warrants
and rights
Number of securities
remaining available for
future issuance under
equity compensation plans
(excluding
securities reflected
in column (a))
Plan CategoryNumber of
Securities to be
issued upon
exercise of
outstanding
options,
warrants and rights
Weighted-average
exercise price of
outstanding
options, warrants
and rights
Number of securities
remaining available for
future issuance under
equity compensation plans
(excluding
securities reflected
in column (a))
Equity compensation plans approved by security holdersEquity compensation plans approved by security holders800,440 $45.55 1,095,728 
Equity compensation plans not approved by security holdersEquity compensation plans not approved by security holders— — — 
TotalTotal800,440 $45.55 1,095,728 

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See "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA- Notes to Consolidated Financial Statements - Note 15" for a description of each of our stock incentive plans.
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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Information required by Items 404 and 407(a) of Regulation S-K will be contained in and is hereby incorporated by reference to our definitive Proxy Statement for our 20222024 Annual Meeting of Stockholders to be filed pursuant to Regulation 14A promulgated by the SEC under the Exchange Act.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Information required by this item will be contained in and is hereby incorporated by reference to our definitive Proxy Statement for our 20222024 Annual Meeting of Stockholders to be filed pursuant to Regulation 14A promulgated by the SEC under the Exchange Act.
PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(1)Financial Statements

We include this portion of ITEM 15 under ITEM 8 of this Report on Form 10-K.

(2)Financial Statement Schedules

We include the financial statement schedules required by the applicable accounting regulations of the SEC in the notes to our consolidated financial statements and incorporate that information in this ITEM 15 by reference.

(3)Exhibits
Any stockholder who would like a copy of any of the exhibits listed on the Exhibit Index in this Report may obtain one from us upon request at a charge that reflects the reproduction cost of such Exhibits. Requests should be made to the Secretary, 15147 N. Scottsdale Road, Suite H300, Scottsdale, Arizona 85254.
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Exhibit
Number
Document Description
3.1Restated Certificate of Incorporation of Universal Electronics Inc., as amended (incorporated by reference to Exhibit 3.1 to the Company's Form S-1 Registration filed on or about December 24, 1992 (File No. 33-56358)) (paper file)
3.2Certificate of Amendment to Restated Certificate of Incorporation of Universal Electronics Inc. (incorporated by reference to Exhibit 3.3 to the Company's Annual Report on Form 10-K for the year ended December 31, 1995 filed on April 1, 1996 (File No. 0-21044)) (paper file)
3.3
3.4
4.1Article Eighth of our Restated Certificate of Incorporation, as amended, contains certain provisions restricting business combinations with interested stockholders under certain circumstances and imposing higher voting requirements for the approval of certain transactions unless the transaction has been approved by two-thirds of the disinterested directors or fair price provisions have been met. (incorporated by reference to Exhibit 3.3 to the Company's Annual Report on Form 10-K for the year ended December 31, 1995 filed on April 1, 1996 (File No. 0-21044)) (paper file)
4.2
4.3
*10.1
*10.2Form of Amendment to Salary Continuation Agreement by and between Universal Electronics Inc. and certain employees (incorporated by reference to Exhibit 10.26 to the Company's Annual Report on Form 10-K for the year ended December 31, 1997, filed on March 30, 1998 (File No. 0-21044)) (paper file)
*10.3Form of Salary Continuation Agreement by and between Universal Electronics Inc. and certain employees (incorporated by reference to Exhibit 10.39 to the Company's Annual Report on Form 10-K for the year ended December 31, 1999 filed on March 30, 2000 (File No. 0-21044)) (paper file)
*10.4
*10.5
*10.6Form of First Amendment to Executive Officer Employment Agreement dated October 21, 2005 by and between Universal Electronics Inc. and Paul D. Arling (incorporated by reference to Exhibit 10.24 to the Company's Annual Report on Form 10-K for the year ended December 31, 2005 filed on March 16, 2006 (File No. 0-21044)) (paper file)
*10.7
*10.810.5
*10.9
10.1010.6
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Exhibit
Number
Document Description
*10.11
*10.12
*10.13
*10.1410.7
*10.15
*10.16
*10.1710.8
*10.1810.9
*10.19
10.20
10.2110.10
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Exhibit
Number
Document Description
10.2210.11
10.23
10.2410.12
10.2510.13
10.2610.14
10.2710.15
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Exhibit
Number
Document Description
10.2810.16
10.29
10.17
10.3010.18
10.3110.19
10.3210.20
10.3310.21
10.22
10.23
10.24
14.1
21.1
23.1
24.1
31.1
31.2
32.1
32.2
97.1
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Exhibit
Number
Document Description
101.INSInline XBRL Instance Document
101.SCHInline XBRL Taxonomy Extension Schema Document
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEFInline XBRL Taxonomy Extension Linkbase Document
101.LABInline XBRL Taxonomy Extension Label Linkbase Document
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document
104Cover Page Interactive Data File (embedded within the Inline XBRL document)
*Management contract or compensation plan or arrangement identified pursuant to Items 15(a)(3) and 15(c) of Form 10-K.
ITEM 16. FORM 10-K SUMMARY
None.
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SIGNATURES
Pursuant to the requirementrequirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Scottsdale, State of Arizona.
 
UNIVERSAL ELECTRONICS INC.
By: /s/ Paul D. Arling
 Paul D. Arling
 Chairman and Chief Executive Officer
Date:March 4, 202214, 2024
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Paul D. Arling and Bryan M. Hackworth as true and lawful attorneys-in-fact and agents, each acting alone, with full powers of substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully for all intents and purposes as he might or may do in person, thereby ratifying and confirming all that said attorneys-in-fact and agents, each acting alone, or his substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
 
NAME & TITLESIGNATUREDATE
Paul D. Arling
Chairman and Chief Executive Officer
(principal executive officer)
/s/ Paul D. ArlingMarch 4, 202214, 2024
Bryan M. Hackworth
Chief Financial Officer
(principal financial officer and principal accounting officer)
/s/ Bryan M. HackworthMarch 4, 202214, 2024
Satjiv S. Chahil
Director
/s/ Satjiv S. ChahilMarch 4, 202214, 2024
Sue Ann R. Hamilton
Director
/s/ Sue Ann R. HamiltonMarch 4, 202214, 2024
William C. Mulligan
Lead Director
/s/ William C. MulliganMarch 4, 202214, 2024
Gregory P. StapletonRomulo C. Pontual
Director
/s/ Gregory P. StapletonRomulo C. PontualMarch 4, 202214, 2024
Carl E. VogelEric B. Singer
Director
/s/ Carl E. VogelEric B. SingerMarch 4, 202214, 2024
Edward K. Zinser
Director
/s/ Edward K. ZinserMarch 4, 202214, 2024

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