UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_______________________________________

FORM 10-Q

_______________________________________

(Mark One)



ý	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September 30, 2017~~March 31, 2019



¨	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.)

~~201 E. Sandpointe Avenue, 8~~^th ~~Floor~~15147 N. Scottsdale Road, Suite H300 ~~Santa Ana, California~~Scottsdale, Arizona		~~92707~~85254-2494
(Address of Principal Executive Offices)		(Zip Code)

Registrant's telephone number, including area code: ~~(714) 918-9500~~(480) 530-3000

__________________________________

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 ý No ¨

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any, any~~every Interactive Data File required to be submitted ~~and posted~~ 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 ~~and post~~ such files). Yes ý 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. (Check one):



Large accelerated filer	¨	Accelerated filer	ý

Non-accelerated filer	¨ ~~(Do not check if a smaller reporting company)~~	Smaller 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 is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨ No ý



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

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: ~~14,305,749~~13,859,401 shares of Common Stock, par value $0.01 per share, of the registrant were outstanding on ~~November~~May 6, ~~2017.~~2019.

UNIVERSAL ELECTRONICS INC.

INDEX

PART I. FINANCIAL INFORMATION

ITEM 1. Consolidated Financial Statements (Unaudited)

UNIVERSAL ELECTRONICS INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except share-related data)

(Unaudited)


	September 30, 2017			December 31, 2016			March 31, 2019			December 31, 2018
ASSETS
Current assets:
Cash and cash equivalents	$	48,560		$	50,611		$	44,895		$	53,207
Restricted cash	4,799			4,623
Accounts receivable, net	153,355			124,592			158,071			144,689
Contract assets							26,001			25,572
Inventories, net	154,520			129,879			149,966			144,350
Prepaid expenses and other current assets	9,988			7,439			10,024			11,638
Assets held for sale	12,403			—
Income tax receivable	3,262			1,054			2,255			997
Deferred income taxes	—			5,960
Total current assets	386,887			324,158			391,212			380,453
Property, plant, and equipment, net	109,149			105,351
Property, plant and equipment, net							94,036			95,840
Goodwill	48,624			43,052			48,448			48,485
Intangible assets, net	30,159			28,549			23,237			24,370
Operating lease right-of-use assets							21,315			—
Deferred income taxes	18,349			10,430			1,741			1,833
Long-term restricted cash	—			4,600
Other assets	4,040			4,896			2,366			4,615
Total assets	$	597,208		$	521,036		$	582,355		$	555,596
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	106,872		$	97,157		$	107,715		$	107,282
Line of credit	114,000			49,987			106,500			101,500
Accrued compensation	33,328			35,580			33,864			33,965
Accrued sales discounts, rebates and royalties	7,790			8,358			7,813			9,574
Accrued income taxes	994			375			1,881			3,524
Other accrued expenses	25,840			24,410
Other accrued liabilities							31,669			24,011
Total current liabilities	288,824			215,867			289,442			279,856
Long-term liabilities:
Long-term contingent consideration	14,000			10,500
Operating lease obligations							17,520			—
Contingent consideration							4,846			8,435
Deferred income taxes	6,376			7,060			3,722			930
Income tax payable	791			791			1,640			1,647
Other long-term liabilities	1,598			6,308			13			1,768
Total liabilities	311,589			240,526			317,183			292,636
Commitments and contingencies
Stockholders' equity:
Preferred stock, $0.01 par value, 5,000,000 shares authorized; none issued or outstanding	—			—			—			—
Common stock, $0.01 par value, 50,000,000 shares authorized; 23,687,651 and 23,575,340 shares issued on September 30, 2017 and December 31, 2016, respectively	237			236
Common stock, $0.01 par value, 50,000,000 shares authorized; 24,018,606 and 23,932,703 shares issued on March 31, 2019 and December 31, 2018, respectively							240			239
Paid-in capital	262,776			250,481			278,801			276,103
Treasury stock, at cost, 9,352,551 and 9,022,587 shares on September 30, 2017 and December 31, 2016, respectively	(243,197		)	(222,980		)
Treasury stock, at cost, 10,159,205 and 10,116,459 shares on March 31, 2019 and December 31, 2018, respectively							(277,104		)	(275,889		)
Accumulated other comprehensive income (loss)	(17,831		)	(22,821		)	(18,548		)	(20,281		)
Retained earnings	283,634			275,594			281,783			282,788
Total stockholders' equity	285,619			280,510			265,172			262,960
Total liabilities and stockholders' equity	$	597,208		$	521,036		$	582,355		$	555,596

See Note 4 for further information concerning our purchases from related party vendors.

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

UNIVERSAL ELECTRONICS INC.

CONSOLIDATED ~~INCOME~~ STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)

(Unaudited)


	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended March 31,
	2017			2016			2017			2016			2019			2018
Net sales	$	175,652		$	169,185		$	514,638		$	490,829		$	184,163		$	164,698
Cost of sales	132,582			127,400			386,783			367,941			144,289			127,496
Gross profit	43,070			41,785			127,855			122,888			39,874			37,202
Research and development expenses	5,415			4,955			15,859			15,292			6,791			6,051
Factory transition restructuring charges	446			81			6,145			1,598
Selling, general and administrative expenses	32,997			28,628			94,701			86,867			31,420			30,247
Operating income	4,212			8,121			11,150			19,131			1,663			904
Interest income (expense), net	(721		)	(228		)	(1,676		)	(753		)	(1,206		)	(1,070		)
Other income (expense), net	61			335			2			1,726			(466		)	(587		)
Income before provision for income taxes	3,552			8,228			9,476			20,104
Provision for income taxes	1,824			421			2,945			2,956
Net income	1,728			7,807			6,531			17,148
Net income attributable to noncontrolling interest	—			—			—			30
Net income attributable to Universal Electronics Inc.	$	1,728		$	7,807		$	6,531		$	17,118
Income (loss) before provision for income taxes													(9		)	(753		)
Provision for income taxes (benefit)													996			(166		)
Net income (loss)													$	(1,005	)	$	(587	)

Earnings per share attributable to Universal Electronics Inc.:
Earnings (loss) per share:
Basic	$	0.12		$	0.54		$	0.45		$	1.19		$	(0.07	)	$	(0.04	)
Diluted	$	0.12		$	0.53		$	0.44		$	1.16		$	(0.07	)	$	(0.04	)
Shares used in computing earnings per share:
Shares used in computing earnings (loss) per share:
Basic	14,381			14,510			14,412			14,441			13,827			14,087
Diluted	14,666			14,848			14,689			14,740			13,827			14,087

See Note 4 for further information concerning our purchases from related party vendors.

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

UNIVERSAL ELECTRONICS INC.

CONSOLIDATED COMPREHENSIVE INCOME (LOSS) STATEMENTS

(In thousands)

(Unaudited)

Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 2017 2016
Net income $ 1,728
$ 7,807
$ 6,531
$ 17,148
Other comprehensive income (loss):
Change in foreign currency translation adjustment 2,999
(540 ) 4,990
(1,858 )
Total comprehensive income (loss) 4,727

7,267

11,521

15,290
Comprehensive income (loss) attributable to noncontrolling interest —
—
—
30
Comprehensive income (loss) attributable to Universal Electronics Inc. $ 4,727

$ 7,267

$ 11,521

$ 15,260



	Three Months Ended March 31,
	2019			2018
Net income (loss)	$	(1,005	)	$	(587	)
Other comprehensive income (loss):
Change in foreign currency translation adjustment	1,733			3,646
Comprehensive income (loss)	$	728		$	3,059

See Note 4 for further information concerning our purchases from related party vendors.

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

UNIVERSAL ELECTRONICS INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In thousands)

(Unaudited)



	Common Stock Issued			Common Stock in Treasury					Paid-in Capital		Accumulated Other Comprehensive Income (Loss)			Retained Earnings			Totals
	Shares	Amount		Shares		Amount			Paid-in Capital		Accumulated Other Comprehensive Income (Loss)			Retained Earnings			Totals
Balance at January 1, 2018	23,760	$	238	(9,703	)	$	(262,065	)	$	265,195	$	(16,599	)	$	270,864		$	257,633
Net income (loss)														(587		)	(587		)
Currency translation adjustment											3,646						3,646
Shares issued for employee benefit plan and compensation	42	—							336								336
Purchase of treasury shares				(13	)	(615		)									(615		)
Stock options exercised	20	—							439								439
Shares issued to directors	8	—							—								—
Employee and director stock-based compensation									2,204								2,204
Performance - based common stock warrants									471								471
Balance at March 31, 2018	23,830	$	238	(9,716	)	$	(262,680	)	$	268,645	$	(12,953	)	$	270,277		$	263,527

Balance at January 1, 2019	23,933	$	239	(10,116	)	$	(275,889	)	$	276,103	$	(20,281	)	$	282,788		$	262,960
Net income (loss)														(1,005		)	(1,005		)
Currency translation adjustment											1,733						1,733
Shares issued for employee benefit plan and compensation	78	1							346								347
Purchase of treasury shares				(43	)	(1,215		)									(1,215		)
Shares issued to directors	8	—							—								—
Employee and director stock-based compensation									1,918								1,918
Performance-based common stock warrants									434								434
Balance at March 31, 2019	24,019	$	240	(10,159	)	$	(277,104	)	$	278,801	$	(18,548	)	$	281,783		$	265,172

See Note 4 for further information concerning our purchases from related party vendors.

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

UNIVERSAL ELECTRONICS INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)


	Nine Months Ended September 30,						Three Months Ended March 31,
	2017			2016			2019			2018
Cash provided by (used for) operating activities:
Net income	$	6,531		$	17,148
Adjustments to reconcile net income to net cash provided by (used for) operating activities:
Net income (loss)							$	(1,005	)	$	(587	)
Adjustments to reconcile net income (loss) to net cash provided by (used for) operating activities:
Depreciation and amortization	23,202			18,994			8,019			8,243
Provision for doubtful accounts	167			123			3			4
Provision for inventory write-downs	2,189			2,398			2,537			756
Deferred income taxes	(953		)	1,413			2,966			913
Tax benefit from exercise of stock options and vested restricted stock	—			2,230
Excess tax benefit from stock-based compensation	—			(2,292		)
Shares issued for employee benefit plan	591			763			347			336
Employee and director stock-based compensation	9,476			7,638			1,918			2,204
Performance-based common stock warrants	1,122			3,219			434			471
Changes in operating assets and liabilities:
Restricted cash	4,623			—
Accounts receivable	(24,440		)	(11,359		)
Accounts receivable and contract assets							(14,056		)	(266		)
Inventories	(21,217		)	(4,470		)	(6,519		)	1,372
Prepaid expenses and other assets	(2,422		)	(86		)	735			(455		)
Accounts payable and accrued expenses	1,488			7,699
Accounts payable and accrued liabilities							3,017			(21,160		)
Accrued income taxes	(1,517		)	(4,737		)	(2,943		)	(3,774		)
Net cash provided by (used for) operating activities	(1,160		)	38,681			(4,547		)	(11,943		)
Cash used for investing activities:
Acquisition of property, plant, and equipment	(29,922		)	(28,914		)
Acquisition of net assets of Residential Control Systems, Inc.	(8,894		)	—
Acquisition of intangible assets	(1,275		)	(1,373		)
Increase in restricted cash	—			(4,797		)
Deposit received toward sale of Guangzhou factory	—			4,797
Deconsolidation of Encore Controls LLC	—			48
Net cash used for investing activities	(40,091		)	(30,239		)
Cash provided by (used for) investing activities:
Acquisitions of property, plant and equipment							(2,800		)	(9,314		)
Acquisitions of intangible assets							(653		)	(571		)
Net cash provided by (used for) investing activities							(3,453		)	(9,885		)
Cash provided by (used for) financing activities:
Borrowings under line of credit	115,000			92,987			25,000			13,000
Repayments on line of credit	(50,987		)	(107,987		)	(20,000		)	(10,000		)
Proceeds from stock options exercised	1,107			4,813			—			439
Treasury stock purchased	(20,217		)	(2,188		)	(1,215		)	(615		)
Excess tax benefit from stock-based compensation	—			2,292
Contingent consideration payments in connection with business combinations							(4,251		)	(3,858		)
Net cash provided by (used for) financing activities	44,903			(10,083		)	(466		)	(1,034		)
Effect of exchange rate changes on cash	(5,703		)	(3,184		)
Net increase (decrease) in cash and cash equivalents	(2,051		)	(4,825		)
Cash and cash equivalents at beginning of year	50,611			52,966
Cash and cash equivalents at end of period	$	48,560		$	48,141
Effect of exchange rate changes on cash, cash equivalents and restricted cash							154			832
Net increase (decrease) in cash, cash equivalents and restricted cash							(8,312		)	(22,030		)
Cash, cash equivalents and restricted cash at beginning of year							53,207			67,339
Cash, cash equivalents and restricted cash at end of period							$	44,895		$	45,309

Supplemental cash flow information:
Income taxes paid	$	5,770		$	6,034		$	1,942		$	2,893
Interest paid	$	1,697		$	926		$	1,186		$	1,164

See Note 4 for further information concerning our purchases from related party vendors.

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

UNIVERSAL ELECTRONICS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~SEPTEMBER 30, 2017~~MARCH 31, 2019

(Unaudited)

Note 1 — Basis of Presentation and Significant Accounting Policies

In the opinion of management, the accompanying consolidated financial statements of Universal Electronics Inc. and its subsidiaries contain all the adjustments necessary for a fair presentation of financial position, results of operations and cash flows for the periods presented. All such adjustments are of a normal recurring ~~nature.~~nature and certain reclassifications have been made to prior year amounts in order to conform to the current year presentation. Information and footnote disclosures normally included in financial statements, which are prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"), have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission. As used herein, the terms "Company," "we," "us," and "our" refer to Universal Electronics Inc. and its subsidiaries, unless the context indicates to the contrary.

Our results of operations for the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2019 are not necessarily indicative of the results to be expected for the full year. These financial statements should be read in conjunction with the "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Quantitative and Qualitative Disclosures About Market Risk," and the "Financial Statements and Supplementary Data" included in Items 1A, 7, 7A, and 8, respectively, of our Annual Report on Form 10-K for the year ended December 31, ~~2016~~2018.

Estimates, Judgments and Assumptions

The preparation of financial statements in conformity with U.S. GAAP requires us to make estimates, judgments 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, allowances for ~~sales returns and~~ doubtful accounts, inventory valuation, our review for impairment of long-lived assets, intangible assets and goodwill, business combinations, income taxes, stock-based compensation expense and performance-based common stock warrants. Actual results may differ from these estimates and assumptions, and they may be adjusted as more information becomes available. ~~Any adjustment may be material.~~

~~See Note 2 to the~~Summary of Significant Accounting Policies

We adopted Accounting Standards Update ("ASU") 2016-02, "Leases," and all related amendments as of January 1, 2019. The impact of this new guidance on our accounting policies and consolidated financial statements ~~included~~is also described below. There have been no other significant changes in our accounting policies during the three months ended March 31, 2019 compared to the significant accounting policies described in our Annual Report on Form 10-K for the year ended December 31, ~~2016~~ ~~for~~2018.

Leases

We determine if an arrangement is a ~~summary of our significant accounting policies.~~

~~Recent Accounting Pronouncements~~

~~In May 2014,~~lease at inception and determine the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2014-09, "Revenue from Contracts with Customers," which will supersede most existing U.S. GAAP revenue recognition guidance. This new standard requires an entity to recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which an entity expects to be entitled in exchange for those goods or services. In addition, ASU 2014-09 contains expanded disclosure requirements relating to the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. As initially proposed, ASU 2014-09 would have been effective for fiscal periods beginning after December 15, 2016 and permits the use of either the full retrospective or modified retrospective transition method. In August 2015, the FASB postponed the effective date of this new revenue standard by one year. We have largely completed our review of customer contract terms and our assessmentclassification of the ~~impact of adopting this standard on our revenue recognition policy,~~lease, as either operating or finance, at commencement. Operating leases are included in operating lease right-of-use (“ROU”) assets, other accrued liabilities and are currently in the process of modifying certain revenue recognition processes and controls to comply with ASU 2014-09, including the new disclosure requirements. The impact of this new guidance is primarily expected to accelerate revenue recognition for those contractual arrangements under which we manufacture and sell customized products that have no alternative use, as defined under ASU 2014-09 and related guidance and interpretations. In particular, to the extent that we have the right to payment such as a firm order or other contractual commitment from the customer, revenue associated with customized products will be recognized as those products are manufactured rather than when title for those products transfers to the customer. We also expect revenue recognition to be accelerated for licensing arrangements that contain minimum guarantees. We expect to implement ASU 2014-09 on January 1, 2018, using the modified retrospective transition method. Thus prior periods will not be restated. The impact of the transition to this new accounting method, which will include a cumulative-effect adjustment to retained earnings as of the adoption date, could have a material impactlong-term operating lease liabilities on our consolidated ~~results of operations.~~balance sheets. We presently do not have any finance leases.

~~In July 2015,~~ROU assets represent our right to use an underlying asset for the ~~FASB issued ASU 2015-11, "Simplifying~~lease term and lease liabilities represent our obligation to make lease payments arising from the ~~Measurement of Inventory," which states that inventory should be measured~~lease. Operating lease ROU assets and liabilities are recognized at the ~~lower~~commencement date of ~~cost~~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 ~~net realizable value. Net realizable value~~lease incentives received. Our lease terms may include options to extend or terminate the lease when it is ~~defined~~reasonably certain that we will exercise that option. 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 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 ~~estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal~~common area maintenance charges and transportation. ASU 2015-11 is effective for fiscal periods beginning after December 15, 2016 and must be applied prospectively. The adoption of ASU 2015-11 did not have a material impact on our consolidated financial position or results of operations.management fees.

Table of Contents

UNIVERSAL ELECTRONICS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~September 30, 2017~~MARCH 31, 2019

(Unaudited)

In November 2015, the FASB issued ASU 2015-17, "Balance Sheet Classification of Deferred Taxes." This new guidance requires all deferred tax assets and liabilities, along with any related valuation allowance, be classified as non-current on the balance sheet. ASU 2015-17 is effective for fiscal periods beginning after December 15, 2016 and may be adopted either prospectively or retrospectively. We prospectively adopted ASU 2015-17 effective January 1, 2017, and thus prior period balance sheets have not been adjusted. The adoption of ASU 2015-17 had no impact on our consolidated results of operations or cash flows.Recently Adopted Accounting Pronouncements

In February 2016, the ~~FASB~~Financial Accounting Standards Board ("FASB") issued ASU 2016-02 ~~"Leases,"~~(with amendments issued in 2018), which changes the accounting for leases and requires expanded disclosures about leasing activities. This new guidance ~~will require~~also requires lessees to recognize a ~~right of use~~right-of-use asset and a lease liability at the commencement date for all leases with terms greater than twelve months. Accounting by lessors is largely unchanged. ASU 2016-02 is effective for fiscal periods beginning after December 15, ~~2018 and must be~~2018. We adopted ASU 2016-02 on January 1, 2019 using athe modified retrospective ~~approach.~~optional transition method. Thus, the standard was applied starting January 1, 2019 and prior periods were not restated.

We applied the package of practical expedients permitted under the transition guidance. As a result, we did not reassess the identification, classification and initial direct costs of leases commencing before the effective date. We also applied the practical expedient to not separate lease and non-lease components to all new leases as well as leases commencing before the effective date.

Upon adoption, ASU 2016-02 resulted in the recognition of lease ROU assets, accrued liabilities and long-term liabilities related to operating leases of $20.7 million, $3.3 million and $17.0 million, respectively. In addition, assets and liabilities totaling $2.5 million and $2.3 million, respectively, were reclassified into the opening ROU asset balance. The adoption of ASU 2016-02 did not result in any cumulative-effect adjustment to the opening balance of retained earnings and did not have any impact on our results of operations, cash flows or debt covenants.

See Note 5 for additional information.

Other Accounting Pronouncements

In June 2018, the FASB issued ASU 2018-07, "Improvements to Non-employee Share-Based Payment Accounting." This guidance expands the scope of Topic 718, "Compensation - Stock Compensation" to include share-based payment transactions for acquiring goods and services from non-employees, but excludes awards granted in conjunction with selling goods or services to a customer as part of a contract accounted for under ASC 606, "Revenue from Contracts with Customers." The adoption of ASU 2018-07 did not have a material impact on our consolidated financial statements.

Recent Accounting Updates Not Yet Effective

In June 2016, the FASB issued ASU 2016-13, “Measurement of Credit Losses on Financial Instruments.” This guidance updates existing guidance for measuring and recording credit losses on financial assets measured at amortized cost by replacing the “incurred loss” model with an “expected loss” model. Accordingly, these financial assets will be presented at the net amount expected to be collected. ASU 2016-13 is effective for fiscal years beginning after December 15, 2020. Early adoption is permitted. We are currently evaluating the impact that ASU ~~2016-02~~2016-13 will have ~~on our consolidated financial statements.~~

In March 2016, the FASB issued ASU 2016-09,"Improvements to Employee Share-Based Payment Accounting," which amends Accounting Standards Codification ("ASC") 718, "Compensation - Stock Compensation." ASU 2016-09 requires excess tax benefits and tax deficiencies to be recorded as a discrete adjustment to income tax expense when stock awards vest or are settled, rather than in paid-in capital when they impact income taxes payable. This new guidance also requires cash flows related to excess tax benefits from stock-based compensation to be presented with other income tax cash flows in operating activities, rather than separately as a financing activity, in the statement of cash flows. Additionally, ASU 2016-09 impacts the calculation of diluted weighted-average shares under the treasury stock method as the assumed proceeds from an employee vesting in or exercising a stock-based award are no longer increased or decreased by the amount of excess tax benefits or deficiencies taken to paid-in capital. We elected to adopt the provisions of ASU 2016-09 prospectively effective January 1, 2017. We also made the accounting policy election, as allowed by ASU 2016-09, to account for forfeitures of stock-based awards as they occur, rather than estimating forfeitures. The cumulative effect of adopting ASU 2016-09 was an increase of $1.5 million to deferred tax assets and an increase to retained earnings of $1.5 million, as of January 1, 2017, as a result of recognizing previously unrecognized excess tax benefits from stock-based compensation. There was no cumulative effect impact related to the change in accounting policy to account for forfeitures of stock-based awards when they occur as a result of our minimal historical forfeitures experience.

In August 2016, the FASB issued ASU 2016-15, "Classification of Certain Cash Receipts and Cash Payments," which amends ASC 230, "Statement of Cash Flows". This new guidance addresses eight specific cash flow issues with the objective of reducing the existing diversity in practice in how certain transactions are classified in the statement of cash flows. ASU 2016-15 is effective for fiscal periods beginning after December 15, 2017 and must be adopted retrospectively. Early adoption is permitted as long as all amendments are adopted in the same period. We are currently evaluating the impact that ASU 2016-15 will have on our consolidated financial statements.

In October 2016, the FASB issued ASU 2016-16, "Intra-Entity Transfers of Assets Other Than Inventory," which changes the accounting for income tax consequences of intra-entity transfers of assets other than inventory. Current guidance prohibits the recognition of current and deferred income taxes for an intra-entity asset transfer until the asset has been sold to an outside party. Under this new guidance, the income tax consequences of an intra-entity transfer of an asset other than inventory will be recognized when the transfer occurs. ASU 2016-16 is effective for fiscal periods beginning after December 15, 2017. Early adoption is permitted. The impact of the adoption of ASU 2016-16 could be material depending on the size of any intra-entity transfers we may implement in future periods.

In November 2016, the FASB issued ASU 2016-18,"Restricted Cash," which amends ASC 230, "Statement of Cash Flows." This new guidance addresses the classifications and presentation of changes in restricted cash in the statement of cash flows. ASU 2016-18 is effective for fiscal periods beginning after December 15, 2017 and must be adopted retrospectively. Early adoption is permitted. The adoption of ASU 2016-18 will modify our current disclosures by reclassifying certain amounts within the consolidated statement of cash flows, but is not expected to have a material effect on our consolidated financial statements.

In January 2017, the FASB issued ASU 2017-04, "Simplifying the Test for Goodwill Impairment." This guidance simplifies how an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. Instead, if the carrying amount of a reporting unit exceeds its fair value, an impairment loss will be recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to the reporting unit. ASU 2017-04 is effective for fiscal periods beginning after December 31, 2019. Early adoption is permitted. We do not expect the adoption of ASU 2017-04 to have a material impact on our consolidated financial statements.

In August 2018, the FASB issued ASU 2018-15, "Customer’s Accounting for implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract," which amends ASC 350-40, "Intangibles - Goodwill and Other - Internal-Use Software." The ASU aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software and requires the capitalized implementation costs to be expensed over the term of the hosting arrangement. The accounting for the service element of a hosting arrangement that is a service contract is not affected. ASU 2018-15 is effective for fiscal periods beginning after December 15, 2019, and interim periods within those fiscal years. We are currently evaluating the impact that ASU 2018-07 will have on our consolidated financial statements.

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UNIVERSAL ELECTRONICS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~September 30, 2017~~MARCH 31, 2019

(Unaudited)

Note 2 — Cash and Cash Equivalents ~~and Restricted Cash~~

Cash and Cash Equivalents

Cash and cash equivalents were held in the following geographic regions:


(In thousands)	September 30, 2017		December 31, 2016		March 31, 2019		December 31, 2018
United States	$	4,795	$	3,277	$	6,113	$	1,156
People's Republic of China ("PRC")	22,120		22,142		12,981		20,885
Asia (excluding the PRC)	846		5,260		7,889		2,398
Europe	13,317		19,630		8,694		19,907
South America	7,482		302		9,218		8,861
Total cash and cash equivalents	$	48,560	$	50,611	$	44,895	$	53,207

~~Restricted Cash~~

In connection with a court order issued in a now settled litigation matter, we previously placed $4.6 million of cash into a collateralized surety bond. This bond had certain restrictions for liquidation and was therefore classified as restricted cash. On February 10, 2017, the $4.6 million surety bond was returned to us upon final settlement of the related litigation matter.

In connection with the pending sale of our Guangzhou factory in the PRC (Note 10), the buyer made a cash deposit of RMB 32 million ($4.8 million based on September 30, 2017 exchange rates) into an escrow account on September 29, 2016. Under the terms of the escrow account, these funds will not be paid to us until the close of the sale. Accordingly, this deposit is presented as restricted cash within our consolidated balance sheet.

Note 3 — Accounts Receivable, Net and Revenue Concentrations

Accounts receivable, net were as follows:


(In thousands)	September 30, 2017			December 31, 2016			March 31, 2019			December 31, 2018
Trade receivables, gross	$	147,194		$	120,965		$	143,752		$	133,774
Allowance for doubtful accounts	(1,052		)	(904		)	(1,120		)	(1,121		)
Allowance for sales returns	(459		)	(539		)	(547		)	(731		)
Net trade receivables	145,683			119,522			142,085			131,922
Other	7,672			5,070			15,986			12,767
Accounts receivable, net	$	153,355		$	124,592		$	158,071		$	144,689

Allowance for Doubtful Accounts

Changes in the allowance for doubtful accounts were as follows:

(In thousands) Nine Months Ended September 30,
2017 2016
Balance at beginning of period $ 904
$ 822
Additions (reductions) to costs and expenses 167
123
(Write-offs)/Foreign exchange effects (19 ) 15
Balance at end of period $ 1,052
$ 960

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~~UNIVERSAL ELECTRONICS INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~September 30, 2017~~

~~(Unaudited)~~



(In thousands)	Three Months Ended March 31,
(In thousands)	2019			2018
Balance at beginning of period	$	1,121		$	1,064
Additions to costs and expenses	3			4
(Write-offs)/Foreign exchange effects	(4		)	9
Balance at end of period	$	1,120		$	1,077

~~Sales Returns~~

~~The allowance for sales returns at~~ ~~September 30, 2017~~ ~~and~~ ~~December 31, 2016~~ included reserves for items returned prior to period-end that were not completely processed, and therefore had not yet been removed from the allowance for sales returns balance. If these returns had been fully processed, the allowance for sales returns balance would have been approximately $0.3 million and ~~$0.4 million~~ on ~~September 30, 2017~~ ~~and~~ ~~December 31, 2016, respectively. The value of these returned goods was included in our inventory balance at~~ ~~September 30, 2017~~ ~~and~~ ~~December 31, 2016~~.

Significant Customers

Net sales to the following customers totaled more than 10% of our net sales:


	Three Months Ended September 30,								Three Months Ended March 31,
	2017				2016				2019				2018
	$ (thousands)		% of Net Sales		$ (thousands)		% of Net Sales		$ (thousands)		% of Net Sales		$ (thousands)			% of Net Sales
Comcast Corporation	$	36,811	21.0	%	$	35,554	21.0	%	$	29,246	15.9	%	$	37,975		23.1	%
AT&T	20,117		11.5		21,139		12.5
Dish Network L.L.C.									$	19,678	10.7	%	—		⁽¹⁾	—		⁽¹⁾

⁽¹⁾ Sales associated with this customer did not total more than 10% of our net sales for the three months ended March 31, 2018.

Nine Months Ended September 30,
2017 2016
$ (thousands) % of Net Sales $ (thousands) % of Net Sales
Comcast Corporation $ 122,009
23.7 % $ 111,529
22.7 %
AT&T 61,057
11.9
60,709
12.4

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UNIVERSAL ELECTRONICS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2019

(Unaudited)

Trade receivables associated with these significant customers that totaled more than 10% of our accounts receivable, net were as follows:

September 30, 2017 December 31, 2016
$ (thousands) % of Accounts Receivable, Net $ (thousands) % of Accounts Receivable, Net
Comcast Corporation $ 26,553
17.3 % $ 23,716
19.0 %
AT&T ⁽¹⁾
—
—
14,108
11.3



	March 31, 2019				December 31, 2018
	$ (thousands)		% of Accounts Receivable, Net		$ (thousands)		% of Accounts Receivable, Net
Comcast Corporation	$	17,917	11.3	%	—	⁽¹⁾	—	⁽¹⁾


⁽¹⁾ ⁽¹⁾ Trade receivables associated with this customer did not total more than 10% of our accounts receivable, net at December 31, 2018.	~~Trade receivables associated with this customer did not total more than 10% of our accounts receivable, net at September 30, 2017.~~

Note 4 — Inventories, Net and Significant ~~Supplier~~Suppliers

Inventories, net were as follows:


(In thousands)	September 30, 2017			December 31, 2016			March 31, 2019			December 31, 2018
Raw materials	$	36,803		$	33,059		$	71,784		$	68,834
Components	18,556			15,046			16,759			25,071
Work in process	6,596			5,860			8,858			5,577
Finished goods	95,690			80,119			58,053			50,006
Reserve for excess and obsolete inventory	(3,125		)	(4,205		)	(5,488		)	(5,138		)
Inventories, net	$	154,520		$	129,879		$	149,966		$	144,350

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~~UNIVERSAL ELECTRONICS INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~September 30, 2017~~

~~(Unaudited)~~

Reserve for Excess and Obsolete Inventory

Changes in the reserve for excess and obsolete inventory were as follows:


(In thousands)	Nine Months Ended September 30,						Three Months Ended March 31,
(In thousands)	2017			2016			2019			2018
Balance at beginning of period	$	4,205		$	3,045		$	5,138		$	4,288
Additions charged to costs and expenses ⁽¹⁾	1,960			2,120			1,422			643
Sell through ⁽²⁾	(950		)	(781		)	(378		)	(315		)
(Write-offs)/Foreign exchange effects	(2,090		)	(726		)	(694		)	(388		)
Balance at end of period	$	3,125		$	3,658		$	5,488		$	4,228

⁽¹⁾

The additions charged to costs and expenses do not include inventory directly written-off that was scrapped during production totaling ~~$0.2~~$1.1 million and ~~$0.3~~$0.1 million for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2019 and ~~2016,~~2018, respectively. These amounts are production waste and are not included in management's reserve for excess and obsolete inventory.


⁽²⁾	These amounts represent the reduction in reserves associated with inventory items that were sold during the period.

Significant ~~Supplier~~Suppliers

We purchase integrated circuits, components and finished goods from multiple sources. ~~Purchases from the following supplier~~No suppliers totaled more than 10% of our total inventory ~~purchases:~~

Three Months Ended September 30,
2017 2016
$ (thousands)
% of Total
Inventory Purchases
$ (thousands)
% of Total
Inventory Purchases
Texas Instruments $ 13,115
12.4 % $ 12,353
13.0 %

Nine Months Ended September 30,
2017 2016
$ (thousands)
% of Total
Inventory Purchases
$ (thousands)
% of Total
Inventory Purchases
Texas Instruments $ 33,693
11.3 % $ 32,294
11.9 %

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~~UNIVERSAL ELECTRONICS INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~September 30, 2017~~

~~(Unaudited)~~

purchases for the three months ended March 31, 2019 and 2018.

Related Party Supplier

~~We purchase~~During the three months ended March 31, 2018, we purchased certain printed circuit board assemblies from a related party supplier. The supplier iswas considered a related party for financial reporting purposes because our Senior Vice President of Strategic Operations ~~owns~~owned 40% of this ~~vendor. Inventory~~supplier. In the second quarter of 2018, our Senior Vice President sold his interest in this supplier, and thus this supplier is no longer considered a related party.

Total inventory purchases made from this supplier while it was a related party were $1.1 million during the three months ended March 31, 2018.

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UNIVERSAL ELECTRONICS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2019

(Unaudited)

Note 5 — Leases

We have entered into various operating lease agreements for automobiles, offices and manufacturing facilities throughout the world. At March 31, 2019, our operating leases had remaining lease terms of up to 42 years.

Lease balances within our consolidated balance sheet were as follows:



(In thousands)	March 31, 2019
Assets:
Operating lease right-of-use assets	$	21,315
Liabilities:
Other accrued liabilities	$	3,762
Long-term operating lease obligations	17,520
Total lease liabilities	$	21,282

Operating lease expense, including short-term and variable lease costs, and operating lease cash flows and supplemental cash flow information were as follows:

Three Months Ended September 30,
2017 2016
$ (thousands)
% of Total
Inventory Purchases
$ (thousands)
% of Total
Inventory Purchases
Related party supplier $ 1,378
1.3 % $ 1,382
1.5 %



(In thousands)	Three months ended March 31, 2019
Cost of sales	$	592
Selling, general and administrative expenses	1,384
Total operating lease expense	$	1,976
Operating cash outflows from operating leases	$	1,767
Operating lease right-of use assets obtained in exchange for lease obligations	$	1,524

Lease terms and discount rates were as follows:

Nine Months Ended September 30,
2017 2016
$ (thousands)
% of Total
Inventory Purchases
$ (thousands)
% of Total
Inventory Purchases
Related party supplier $ 3,962
1.3 % $ 4,971
1.8 %



	March 31, 2019
Weighted average lease term (in years)	9.20
Weighed average discount rate	4.78	%

~~Total accounts payable~~

The following table reconciles the undiscounted cash flows for each of the first five years and thereafter to ~~this supplier were as follows:~~the operating lease liabilities recognized in our consolidated balance sheet at March 31, 2019. The reconciliation excludes short-term leases that are not recorded on the balance sheet.

September 30, 2017 December 31, 2016
$ (thousands) % of Accounts Payable $ (thousands) % of Accounts Payable
Related party supplier $ 1,763
1.6 % $ 1,690
1.7 %



(In thousands)	March 31, 2019
2019 (remaining 9 months)	$	3,424
2020	5,121
2021	5,276
2022	4,435
2023	2,358
Thereafter	3,394
Total lease payments	24,008
Less: imputed interest	(2,726		)
Total lease liabilities	$	21,282

~~Our payment terms~~As of March 31, 2019, we have an operating lease for a facility that has not yet commenced with an initial lease liability of approximately $1.6 million and ~~pricing with this supplier are consistent with~~a five-year term, which is not reflected within the terms offered by other suppliers in the ordinary course of business. The accounting policies that we apply to our transactions with our related party supplier are consistent with those applied in transactions with independent third parties. Corporate management routinely monitors purchases from our related party supplier to ensure these purchases remain consistent with our business objectives.maturity schedule above.

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UNIVERSAL ELECTRONICS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2019

(Unaudited)

Note 56 — Goodwill and Intangible Assets, Net

Goodwill

Changes in the carrying amount of goodwill were as follows:

(In thousands)
Balance at December 31, 2016 $ 43,052
Goodwill acquired during the period ⁽¹⁾
5,494
Foreign exchange effects 78
Balance at September 30, 2017 $ 48,624



(In thousands)
Balance at December 31, 2018	$	48,485
Foreign exchange effects	(37		)
Balance at March 31, 2019	$	48,448

⁽¹⁾~~During the second quarter of 2017, we recorded $5.5 million of goodwill related to the Residential Control Systems, Inc. acquisition. Refer to Note 18 for further information about this acquisition.~~

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~~UNIVERSAL ELECTRONICS INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~September 30, 2017~~

~~(Unaudited)~~

Intangible Assets, Net

The components of intangible assets, net were as follows:


	September 30, 2017							December 31, 2016							March 31, 2019							December 31, 2018
(In thousands)	Gross ⁽¹⁾		Accumulated Amortization ⁽¹⁾			Net		Gross ⁽¹⁾		Accumulated Amortization ⁽¹⁾			Net		Gross ⁽¹⁾		Accumulated Amortization ⁽¹⁾			Net		Gross ⁽¹⁾		Accumulated Amortization ⁽¹⁾			Net
Distribution rights	$	340	$	(155	)	$	185	$	302	$	(119	)	$	183	$	322	$	(189	)	$	133	$	329	$	(188	)	$	141
Patents	12,593		(4,996		)	7,597		12,038		(4,775		)	7,263		14,902		(5,837		)	9,065		14,560		(5,704		)	8,856
Trademarks and trade names ⁽²⁾	2,786		(1,518		)	1,268		2,400		(1,310		)	1,090		2,786		(1,976		)	810		2,786		(1,900		)	886
Developed and core technology	12,560		(5,567		)	6,993		12,585		(4,068		)	8,517		12,560		(8,591		)	3,969		12,560		(8,087		)	4,473
Capitalized software development costs	142		(59		)	83		142		(5		)	137		222		—			222		155		—			155
Customer relationships ⁽²⁾	32,534		(18,613		)	13,921		27,703		(16,344		)	11,359		32,683		(23,645		)	9,038		32,534		(22,675		)	9,859
Order backlog ⁽²⁾	150		(38		)	112		—		—			—
Total intangible assets, net	$	61,105	$	(30,946	)	$	30,159	$	55,170	$	(26,621	)	$	28,549	$	63,475	$	(40,238	)	$	23,237	$	62,924	$	(38,554	)	$	24,370


⁽¹⁾	This table excludes the gross value of fully amortized intangible assets totaling ~~$6.0~~$7.1 million and ~~$10.2~~$7.1 million at ~~September 30, 2017~~March 31, 2019 and December 31, ~~2016,~~2018, respectively.

⁽²⁾

During the second quarter of 2017, we purchased a trade name valued at $0.4 million, which is being amortized ratably over eight years; customer relationships valued at $5.0 million, which are being amortized ratably over 10 years; and order backlog valued at $0.2 million, which is being amortized ratably over one year. Refer to Note 18 for further information regarding the purchase of these intangible assets.

Amortization expense is recorded in selling, general and administrative expenses, except amortization expense related to capitalized software development costs, ~~and order backlog,~~ which ~~are~~is recorded in cost of sales. Amortization expense by ~~income~~ statement of operations caption was as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended March 31,
(In thousands)	2017		2016		2017		2016		2019		2018
Cost of sales	$	54	$	21	$	128	$	63	$	—	$	55
Selling, general and administrative expenses	1,715		1,551		5,032		4,618		1,784		1,747
Total amortization expense	$	1,769	$	1,572	$	5,160	$	4,681	$	1,784	$	1,802

Estimated future annual amortization expense related to our intangible assets at ~~September 30, 2017~~March 31, 2019, iswas as follows:


(In thousands)
2017 (remaining 3 months)	$	1,776
2018	7,046
2019	6,901
2019 (remaining 9 months)			$	5,400
2020	5,740		6,052
2021	2,289		2,459
2022			2,259
2023			2,100
Thereafter	6,407		4,967
Total	$	30,159	$	23,237

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UNIVERSAL ELECTRONICS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~September 30, 2017~~MARCH 31, 2019

(Unaudited)

Note 67 — Line of Credit

Our Amended and Restated Credit Agreement ("Amended Credit Agreement") with U.S. Bank National Association ("U.S. Bank") provided for a $125.0 million revolving line of credit ("Credit Line") that was to expire on November 1, 2019. On October 27, 2017, we entered into a Second Amended and Restated Credit Agreement ("Second Amended Credit Agreement") with U.S. Bank ~~as administrative agent, sole lead arranger and sole book runner, and Wells Fargo Bank,~~ National Association ~~which replaces the Amended~~ ("U.S. Bank") provides for a $130.0 million revolving line of credit ("Credit ~~Agreement. Under the Second Amended Credit Agreement, the~~Line") through June 30, 2019 and a $125.0 million Credit Line ~~was increased to $170.0 million~~thereafter and ~~the~~through its expiration date ~~remained~~on November 1, ~~2019.~~2020. 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. There~~credit, of which there were ~~no outstanding letters of credit~~$2.7 million at ~~September 30, 2017.~~March 31, 2019.

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 65% of our ownership interest in Enson Assets Limited, our wholly-owned subsidiary ~~that~~which controls our manufacturing factories in the PRC.

~~The interest rate applicable to outstanding Credit Line balances under~~Under the Second Amended Credit Agreement, ~~is the same as under the Amended Credit Agreement. We~~we may elect to pay interest on the Credit Line based on LIBOR plus an applicable margin (varying from 1.25% to 1.75%) 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%). The applicable margins are calculated quarterly and vary based on our cash flow leverage ratio as set forth in the ~~Amended Credit Agreement and~~ Second Amended Credit Agreement. The interest rate in effect at ~~September 30, 2017~~March 31, 2019 was ~~2.48%~~4.25%. There are no commitment fees or unused line fees under the ~~Amended Credit Agreement or the~~ Second Amended Credit Agreement.

The ~~Amended Credit Agreement and~~ Second Amended Credit Agreement ~~include~~includes financial covenants requiring a minimum fixed charge coverage ratio and a maximum cash flow leverage ratio. In addition, the ~~Amended Credit Agreement and~~ Second Amended Credit Agreement ~~also contain~~contains other customary affirmative and negative covenants and events of default. As of ~~September 30, 2017,~~March 31, 2019, we were in compliance with the covenants and conditions of the Second Amended Credit Agreement.

At ~~September 30, 2017,~~March 31, 2019, we had ~~$114.0~~$106.5 million outstanding under the Credit Line. Our total interest expense on borrowings was ~~$0.8~~$1.3 million and ~~$0.3~~$1.1 million during the three months ended ~~September 30, 2017~~March 31, 2019 and ~~2016, respectively, and $1.8 million and $0.9 million during the nine months ended September 30, 2017 and 2016,~~2018, respectively.

Note 78 — Income Taxes

We utilize our estimated annual effective tax rate to determine our provision for income taxes for interim periods. The income tax provision is computed by taking the estimated annual effective ~~tax~~ rate and multiplying it by the year-to-date pre-tax book income.

We recorded income tax expense of ~~$1.8 million and $0.4~~$1.0 million for the three months ended ~~September 30, 2017~~March 31, 2019 and ~~2016, respectively, and our effective~~an income tax ~~rate was 51.4% and 5.1% during~~benefit of $0.2 million for the three months ended ~~September 30, 2017 and 2016, respectively. We recorded income~~March 31, 2018. Income tax expense ~~of $2.9 million and $3.0 million~~ for the ~~nine~~three months ended September 30, 2017 and 2016, respectively, and our effective tax rate was 31.1% and 14.7% during the nine months ended September 30, 2017 and 2016, respectively. The higher effective tax rate in both periods wasMarch 31, 2019 increased primarily due to the ~~nondeductibility~~remeasurement of certain ~~transactions in~~deferred tax assets, partly offset by a tax refund received, both resulting from tax incentives at one of our China manufacturing facilities.

At December 31, 2018, we assessed the ~~PRC as a result~~realizability of the ~~pending sale~~Company's deferred tax assets by considering whether it is "more than likely not" some portion or all of ~~our Guangzhou factory (Note 10). In addition,~~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. At December 31, 2018, we had a three year cumulative operating loss for our U.S. operations and ~~nine~~accordingly, provided a full valuation allowance on our U.S. and state deferred tax assets. During the three months ended ~~September 30, 2016, we received tax refunds from~~March 31, 2019, there has been no change to the ~~Chinese government totaling $1.8 million for various tax incentives relating to fiscal year 2015.~~Company's valuation allowance position.

At ~~September 30, 2017,~~March 31, 2019, we had gross unrecognized tax benefits of ~~$3.8~~$4.6 million, including interest and penalties, of which ~~$3.5~~approximately $4.3 million of this amount, if not for the state Research and Experimentation income tax credit valuation allowance, would affect the annual effective tax rate, if these tax benefits are realized. Further, we are unaware of any positions for which it is reasonably possible that the total amount of unrecognized tax benefits will significantly change within the next twelve months. However, based on federal, state and foreign statute expirations in various jurisdictions, we anticipate a decrease in unrecognized tax benefits of ~~approximately $0.1~~$0.2 million within the next twelve months. We have classified uncertain tax positions as non-current income tax liabilities unless expected to be paid within one year.

We have elected to classify interest and penalties as a component of tax expense. Accrued interest and penalties of ~~$0.3~~$0.5 million and ~~$0.3~~$0.5 million at ~~September 30, 2017~~March 31, 2019 and December 31, ~~2016,~~2018, respectively, are included in ~~our~~the unrecognized tax benefits.

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UNIVERSAL ELECTRONICS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~September 30, 2017~~MARCH 31, 2019

(Unaudited)

Note 89 — Accrued Compensation

The components of accrued compensation were as follows:


(In thousands)	September 30, 2017		December 31, 2016		March 31, 2019		December 31, 2018
Accrued social insurance ⁽¹⁾	$	17,506	$	19,974	$	16,866	$	16,735
Accrued salary/wages	7,721		7,903		8,631		8,783
Accrued vacation/holiday	2,844		2,411		3,168		2,954
Accrued bonus ⁽²⁾	1,985		2,421		2,263		2,361
Accrued commission	851		933		541		1,432
Accrued medical insurance claims	284		122
Other accrued compensation	2,137		1,816		2,395		1,700
Total accrued compensation	$	33,328	$	35,580	$	33,864	$	33,965

⁽¹⁾

~~Effective January 1, 2008, the Chinese Labor Contract Law was enacted in the PRC. This~~PRC employers are required by law ~~mandated that PRC employers~~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~~industry 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 ~~September 30, 2017~~March 31, 2019 and December 31, ~~2016~~2018.

⁽²⁾

Accrued bonus includes an accrual for an extra month of salary ("13^th month salary") to be paid to employees in certain geographies where it is the customary business practice. This 13^th month salary is paid to these employees if they remain employed with us through December 31st. The total accrued for the 13^th month salary was ~~$0.7~~$0.3 million and ~~$0.7~~$0.4 million at ~~September 30, 2017~~March 31, 2019 and December 31, ~~2016~~2018, respectively.

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~~UNIVERSAL ELECTRONICS INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~September 30, 2017~~

~~(Unaudited)~~

Note 910 — Other Accrued ~~Expenses~~Liabilities

The components of other accrued ~~expenses~~liabilities were as follows:

(In thousands) September 30, 2017 December 31, 2016
Advertising and marketing $ 272
$ 213
Deferred revenue 79
1,431
Deposit for sale of Guangzhou factory 4,799
—
Duties 757
1,127
Freight and handling fees 2,176
1,919
Product development 485
454
Product warranty claim costs 218
134
Professional fees 1,691
1,313
Property, plant, and equipment 1,564
1,017
Sales taxes and VAT 2,587
2,715
Short-term contingent consideration 3,400
—
Third-party commissions 685
853
Tooling ⁽¹⁾
1,769
1,520
Unrealized loss on foreign currency exchange contracts 86
1,623
URC court order and settlement agreement (Note 2) —
6,622
Utilities 392
331
Other 4,880
3,138
Total other accrued expenses $ 25,840
$ 24,410



(In thousands)	March 31, 2019		December 31, 2018
Duties	$	6,451	$	4,865
Freight and handling fees	5,543		3,217
Operating lease obligations	3,762		—
Professional fees	1,808		1,930
Sales taxes and VAT	146		1,050
Short-term contingent consideration	4,590		4,190
Tooling ⁽¹⁾	2,327		1,770
Other	7,042		6,989
Total other accrued liabilities	$	31,669	$	24,011


⁽¹⁾	The tooling accrual balance relates to unearned revenue for tooling that will be sold to customers.

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UNIVERSAL ELECTRONICS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2019

(Unaudited)

Note 1011 — Commitments and Contingencies

Product Warranties

Changes in the liability for product warranty claim costs were as follows:

(In thousands) Nine Months Ended September 30,
2017 2016
Balance at beginning of period $ 134
$ 35
Accruals for warranties issued during the period 169
100
Settlements (in cash or in kind) during the period (85 ) —
Balance at end of period $ 218
$ 135

~~Restructuring Activities and Sale of Guangzhou Factory~~

In the first quarter of 2016, we implemented a plan to reduce the impact of rising labor rates in China by transitioning manufacturing activities from our southern-most China factory, located in the city of Guangzhou in the Guangdong province, to our other China factories where labor rates are rising at a slower rate. As a result, we incurred severance costs of $0.4 million and $0.1 million during the three months ended September 2017 and 2016, respectively, and $6.1 million and $1.6 million during the nine months ended September 30, 2017 and 2016, respectively, which are included within operating expenses. All operations in our Guangzhou factory ceased in July 2017. Accordingly, we do not expect to incur significant further severance or other restructuring costs related to this factory transition. At September 30, 2017, we had $0.2 million of unpaid severance costs included within accrued compensation.

~~Table of Contents~~

~~UNIVERSAL ELECTRONICS INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~September 30, 2017~~

~~(Unaudited)~~

On September 26, 2016, we entered into an agreement to sell our Guangzhou manufacturing facility for RMB 320 million (approximately $48.0 million based on September 30, 2017 exchange rates). Under the terms of this agreement, we have up to 24 months to cease all operations within the facility. The closing of the sale will be subject to customary due diligence and local regulatory approval and per the terms of the agreement could take up to approximately 28 months from the execution of the agreement. In accordance with the terms of the agreement, the buyer deposited 10% of the purchase price into an escrow account at agreement inception, which we have presented as restricted cash in our consolidated balance sheet (also refer to Note 2). The remaining balance of the purchase price is to be placed into the escrow account prior to the closing of the sale and will be released to us upon closing. Since all operations at our Guangzhou manufacturing facility ceased as of the end of July 2017, the related building and land lease assets of $12.4 million are classified as assets held for sale in our September 30, 2017 consolidated balance sheet.



(In thousands)	Three Months Ended March 31,
(In thousands)	2019		2018
Balance at beginning of period	$	276	$	339
Accruals for warranties issued during the period	—		—
Settlements (in cash or in kind) during the period	—		(100		)
Balance at end of period	$	276	$	239

Litigation

On or about June 10, 2015, FM Marketing GmbH ("FMH") and Ruwido Austria GmbH ("Ruwido"), filed a Summons in Summary Proceedings in Belgium court against one of our subsidiaries, Universal Electronics BV ("UEBV"), and one of its customers, Telenet N.V. ("Telenet"), claiming that one of the products ~~that~~ UEBV ~~previously~~ supplied to Telenet violates two design patents and one utility patent owned by FMH and/or Ruwido. By this summons, FMH and Ruwido sought to enjoin Telenet and UEBV from continued distribution and use of the product at issue. After the September 29, 2015 hearing, the court issued its ruling in our and Telenet’s favor, rejecting FMH and Ruwido’s request entirely. On October 22, 2015, Ruwido filed its notice of appeal in this ruling. The parties have fully briefed and argued before the appellate court and we are awaiting the appellate court’s ruling. In addition, on or about February 9, 2016, Ruwido filed a writ of summons for proceeding on the merits with respect to the asserted patents. UEBV and Telenet have replied, denying all of Ruwido's allegations, and in June 2017, a hearing was held before the trial court. During this hearing, Ruwido sought to have a second product which we are currently selling to Telenet included in this case. In September 2017, the Court ruled in our favor that our current product cannot be made part of this case. The Court also refused to rule on whether the original product (which we are no longer selling) infringes the Ruwido patent, instead deciding to wait until the European Patent Office (the "EPO") has ruled on our Opposition (see below). Finally, the Court ruled that our original product (which we are no longer selling) infringes certain of Ruwido’s design rights, but ~~stay~~stayed any decision of compensation and/or damages until all aspects of the case have been decided. We ~~are presently deciding whether~~have filed an appeal as to ~~appeal~~the Court’s ruling of infringement, and submissions by the parties were due to the Court during the second quarter of 2018 with a hearing expected to take place in late 2018. Subsequent to the Court's ruling that a second product could not be added to the first case on the merits, Ruwido filed a separate case on the merits with respect to this second product, claiming that it too infringes the same patent at issue in the first suit. We have denied these claims. According to the Court’s ~~rulings~~trial schedule, briefs from both parties were due during the second half of 2018 and ~~have until later this year~~early 2019 with a trial date set for January 2019. This trial date has since been moved to ~~file notice of appeal. Finally, in~~June 4, 2019. In September 2015, UEBV filed an Opposition with the ~~European Patent Office~~EPO seeking to invalidate the one utility patent asserted against UEBV and Telenet by Ruwido. The hearing on this opposition was held in July 2017. During this hearing the panel requested additional information. We ~~are in the process of assembling~~have assembled this additional information and ~~scheduling~~the final hearing was scheduled for January 29, 2019. The EPO held this hearing on January 29 and 30, 2019 and revoked Ruwido's patent as originally filed. The EPO, however, maintained the patent in an amended form with a ~~date for rehearing.~~much narrower claim. The parties have the right to appeal the EPO's decision, but at this time, neither have done so. On September 5, 2017, Ruwido and FMH filed a patent infringement case on the merits against UEBV and Telenet in the Netherlands alleging the same claims of infringement as in the Belgium Courts (see above). ~~This matter is in~~We have denied these claims and filed a counterclaim seeking to invalidate the Ruwido patent. A November 30, 2018 hearing date was set by the Court but it deferred its ~~early stages and as such we have not yet answered. But, as in~~decision until the ~~Belgium case, UEBV and Telenet will deny all claims of infringement and vigorously defend against these claims.~~decision from the EPO has become final.

On January 26, 2017, OpenTV, Inc., Nagra USA, Inc., Nagravision SA, and Kudelski SA (collectively, the “Kudelski Group”) filed a request with the U.S. International Trade Commission (“ITC”) to institute an investigation pursuant to Section 337 of the Tariff Act of 1930, as amended, concerning certain remote control devicesSeptember 5, 2018, we supply Comcast Corporation (“Comcast”), which request was accepted by the ITC. On July 21, 2017, the Kudelski Group filed a motion to terminate the investigation as to all parties, including us and this motion was accepted by the ITC on August 11, 2017.

~~On March 15, 2017, one of our employee’s~~ filed a lawsuit against usRoku, Inc. (“Roku”) in the United States District Court, Central District of California (Universal Electronics Inc. v. Roku, Inc.) alleging that Roku is willfully infringing nine of our patents that are in four 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 components therefore 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. Roku has answered our ~~employees in~~complaint with a general denial. In December 2018, the ~~Superior~~ Court set a trial date of California, County of Orange, claiming hostile work environment based on sexual orientation, intentional infliction of emotional distress, failure to prevent hostile work environment, retaliation, and constructive termination. We have answered by denying all of the employee’s claims and have filed a countersuit against this employee claiming, among other things that he has breached his duty of loyalty to us, that he stole certain of our property, that he converted certain of our property to his own benefit.June 16, 2020. We are ~~still in the early stages~~currently proceeding with discovery and motions.

Table of ~~this case as discovery has recently commenced.~~Contents

UNIVERSAL ELECTRONICS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2019

(Unaudited)

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

~~Table of Contents~~

~~UNIVERSAL ELECTRONICS INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~September 30, 2017~~

~~(Unaudited)~~

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.

Note 1112 — 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. ~~Repurchases may be made whenever~~On October 30, 2018, our Board approved an adjustment to the amount of common stock that we ~~deem a~~could purchase under our existing repurchase plan to ~~be a good use~~an amount not to exceed $5.0 million of our ~~cash and the repurchase enhances shareholder value.~~common stock. As of ~~September 30, 2017,~~March 31, 2019, we had ~~114,271 shares available for repurchase on the open market~~$3.9 million of authorized repurchases remaining under the Board's authorizations. ~~On October 23, 2017, our Board increased these repurchase authorizations by 300,000~~We may utilize various methods to effect the repurchases, which could include open market repurchases, negotiated block transactions, accelerated share repurchases or open market solicitations for shares, ~~bringing the total authorization as~~some of ~~the approval date to 386,434 shares. Shares~~which may ~~also~~ be ~~tendered by employees to satisfy tax withholding obligations in connection with the vesting~~effected through Rule 10b5-1 plans. The timing and amount of ~~restricted stock.~~future repurchases, if any, will depend upon several factors, including market and business conditions, and such repurchases may be discontinued at any time.

Repurchased shares of our common stock were as follows:


	Nine Months Ended September 30,				Three Months Ended March 31,
(In thousands)	2017		2016		2019		2018
Shares repurchased	330		40		43		13
Cost of shares repurchased	$	20,217	$	2,188	$	1,215	$	615

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, which has included compensating our outside directors.~~appropriate.

Note 1213 — ~~Business Segment and~~ Foreign Operations

~~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.

Foreign Operations

Our net sales to external customers by geographic area were as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended March 31,
(In thousands)	2017		2016		2017		2016		2019		2018
United States	$	85,762	$	88,243	$	253,259	$	263,053	$	98,936	$	79,751
Asia (excluding PRC)	26,113		22,099		77,679		64,290		24,076		27,400
People's Republic of China	23,437		19,899		61,015		59,978		22,308		20,117
Europe	18,877		19,389		56,041		53,716		23,299		19,130
Latin America	13,567		13,032		44,593		32,273		7,787		10,030
Other	7,896		6,523		22,051		17,519		7,757		8,270
Total net sales	$	175,652	$	169,185	$	514,638	$	490,829	$	184,163	$	164,698

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

Table of Contents

UNIVERSAL ELECTRONICS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~September 30, 2017~~MARCH 31, 2019

(Unaudited)

Long-lived tangible assets by geographic area were as follows:


(In thousands)	September 30, 2017		December 31, 2016		March 31, 2019		December 31, 2018
United States	$	14,233	$	11,948	$	13,673	$	14,504
People's Republic of China	95,165		94,113		74,001		79,382
All other countries	3,791		4,186		8,728		6,569
Total long-lived tangible assets	$	113,189	$	110,247	$	96,402	$	100,455

Note 1314 — Stock-Based Compensation

Stock-based compensation expense for each employee and director is presented in the same ~~income~~ statement of operations caption as their cash compensation. Stock-based compensation expense by ~~income~~ statement of operations caption and the related income tax benefit were as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended March 31,
(In thousands)	2017		2016		2017		2016		2019		2018
Cost of sales	$	19	$	14	$	53	$	43	$	28	$	17
Research and development expenses	149		136		412		409		220		155
Selling, general and administrative expenses:
Employees	1,843		1,748		5,562		5,324		1,424		1,528
Outside directors	1,910		770		3,449		1,862		246		504
Total employee and director stock-based compensation expense	$	3,921	$	2,668	$	9,476	$	7,638	$	1,918	$	2,204

Income tax benefit	$	603	$	812	2,307		2,281		$	399	$	463

Stock Options

Stock option activity was as follows:

Number of Options
(in 000's)
Weighted-Average Exercise Price
Weighted-Average Remaining Contractual Term
(in years)

Aggregate Intrinsic Value
(in 000's)
Outstanding at December 31, 2016 652
$ 39.27

Granted 92
62.70

Exercised (45 ) 24.87
$ 1,893
Forfeited/canceled/expired (168 ) 46.44

Outstanding at September 30, 2017 ⁽¹⁾
531
$ 42.26
4.49 $ 11,391
Vested and expected to vest at September 30, 2017⁽¹⁾
531
$ 42.26
4.49 $ 11,390
Exercisable at September 30, 2017 ⁽¹⁾
378
$ 35.35
3.94 $ 10,731



	Number of Options (in 000's)	Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value (in 000's)
Outstanding at December 31, 2018	597	$	44.27
Granted	150	27.07
Exercised	—	—			$	—
Forfeited/canceled/expired	—	—
Outstanding at March 31, 2019 ⁽¹⁾	747	$	40.80	4.45	$	4,020
Vested and expected to vest at March 31, 2019⁽¹⁾	747	$	40.80	4.45	$	4,020
Exercisable at March 31, 2019⁽¹⁾	486	$	42.99	3.44	$	2,500

⁽¹⁾

The aggregate intrinsic value represents the total pre-tax value (the difference between our closing stock price on the last trading day of the ~~third~~first quarter of ~~2017~~2019 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 ~~September 30, 2017.~~March 31, 2019. This amount will change based on the fair market value of our stock.

On September 11, 2017, the independent members of our Board of Directors voluntarily surrendered 150,000 stock options originally granted to them in February 2016, resulting in the acceleration and recording of $1.2 million of stock-based compensation expense during the three and nine months ended September 30, 2017. This amount represented all remaining unamortized compensation expense associated with the surrendered stock options as of the surrender date.

Table of Contents

UNIVERSAL ELECTRONICS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~September 30, 2017~~MARCH 31, 2019

(Unaudited)

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:


	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended March 31,
	2017			2016			2017			2016			2019			2018
Weighted average fair value of grants	$	—		$	—		$	19.61		$	17.96		$	10.28		$	14.26
Risk-free interest rate	—		%	—		%	1.75		%	1.36		%	2.49		%	2.51		%
Expected volatility	—		%	—		%	34.25		%	41.38		%	41.64		%	33.09		%
Expected life in years	0.00			0.00			4.52			4.55			4.54			4.53

As of ~~September 30, 2017~~,March 31, 2019, we expect to recognize ~~$2.4~~$3.1 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~~2.1 years.

Restricted Stock

Non-vested restricted stock award activity was as follows:


	Shares (in 000's)		Weighted-Average Grant Date Fair Value		Shares (in 000's)		Weighted-Average Grant Date Fair Value
Non-vested at December 31, 2016	153		$	57.43
Non-vested at December 31, 2018					204		$	49.23
Granted	132		64.14		225		28.36
Vested	(59	)	61.28		(77	)	49.11
Forfeited	(4	)	60.71		(4	)	39.53
Non-vested at September 30, 2017	222		$	60.34
Non-vested at March 31, 2019					348		$	35.90

As of ~~September 30, 2017~~March 31, 2019, we expect to recognize ~~$9.8~~$11.6 million of total unrecognized pre-tax stock-based compensation expense related to non-vested restricted stock awards over a weighted-average life of ~~1.7~~2.2 years.

Note 1415 — Performance-Based Common Stock Warrants

On March 9, 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 is subject to vesting over three successive two-year periods (with the first two-year period commencing on 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 number of warrants that will vest in each period based upon achieving these purchase levels.



	Incremental Warrants That Will Vest
Aggregate Level of Purchases by Comcast and Affiliates	January 1, 2016 - December 31, 2017	January 1, 2018 - December 31, 2019	January 1, 2020 - December 31, 2021
$260 million	100,000	100,000	75,000
$300 million	75,000	75,000	75,000
$340 million	75,000	75,000	75,000
Maximum Potential Warrants Earned by Comcast	250,000	250,000	225,000

If total aggregate purchases by Comcast and its affiliates are below $260 million in any of the two-year periods above, no warrants will vest related to that two-year period. If total aggregate purchases of goods and services by Comcast and its affiliates exceed $340 million during either the first or second two-year period, the amount of any such excess will count toward aggregate purchases in the following two-year period. At March 31, 2019, 175,000 vested warrants were outstanding. To fully vest in the rights to purchase all of the remaining unearned 475,000 underlying shares, Comcast and its affiliates must purchase an aggregate of ~~$1.02 billion~~$680 million in goods and services from us during the ~~six-year~~remaining four-year vesting period.

Table of Contents

UNIVERSAL ELECTRONICS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~September 30, 2017~~MARCH 31, 2019

(Unaudited)

Any and all warrants that vest 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.

Because 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 is the date on which the warrants vest. Through ~~September 30, 2017, 100,000~~March 31, 2019, none of the warrants had ~~vested.~~vested for the two-year period beginning January 1, 2018.

~~The fair value of the warrants is determined using the Black-Scholes option pricing model.~~ The assumptions we utilized in the Black Scholes option pricing model and the resulting weighted average fair value of the warrants were the following:


	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended March 31,
	2017			2016			2017			2016			2019	2018
Fair value	$	24.17		$	38.32		$	24.17		$	38.32		$9.00	$16.88
Price of Universal Electronics Inc. common stock	$	62.10		$	74.99		$	62.10		$	74.99		$37.46	$52.43
Risk-free interest rate	1.93		%	1.32		%	1.93		%	1.32		%	2.22%	2.54%
Expected volatility	34.41		%	40.54		%	34.41		%	40.54		%	44.45%	34.53%
Expected life in years	5.26			6.25			5.26			6.25			3.75	4.75

The impact to net sales recorded in connection with the warrants and the related income tax benefit were as follows:

Three Months Ended September 30, Nine Months Ended September 30,
(in thousands) 2017 2016 2017 2016
Reduction/(increase) to net sales $ (141 ) $ 1,160
$ 1,122
$ 3,219
Income tax (benefit)/expense 53
(426 ) (418 ) (1,182 )



	Three Months Ended March 31,
(In thousands)	2019		2018
Reduction to net sales	$	434	$	471
Income tax benefit	108		118

~~At September 30, 2017, we estimated~~

We estimate the number of warrants that will vest based on ~~the combination of purchases already made and~~ projected future purchases that will be made by Comcast and its affiliates. These estimates may increase or decrease based on actual future purchases. The aggregate unrecognized estimated fair value of unvested warrants at ~~September 30, 2017~~March 31, 2019 was ~~$14.2~~$3.7 million.

Note 1516 — Other Income (Expense), Net

Other income (expense), net consisted of the following:


	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended March 31,
(In thousands)	2017			2016			2017			2016			2019			2018
Net gain (loss) on foreign currency exchange contracts ⁽¹⁾	$	(1,488	)	$	(218	)	$	(2,852	)	$	(894	)	$	(271	)	$	(1,331	)
Net gain (loss) on foreign currency exchange transactions	1,176			439			2,512			2,455			(132		)	725
Other income (expense)	373			114			342			165			(63		)	19
Other income (expense), net	$	61		$	335		$	2		$	1,726		$	(466	)	$	(587	)


⁽¹⁾	This represents the gains (losses) incurred on foreign currency hedging derivatives (see Note 1718 for further details).

Table of Contents

UNIVERSAL ELECTRONICS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~September 30, 2017~~MARCH 31, 2019

(Unaudited)

Note 1617 — Earnings (Loss) Per Share

Earnings (loss) per share was calculated as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended March 31,
(In thousands, except per-share amounts)	2017		2016		2017		2016		2019			2018
BASIC
Net income attributable to Universal Electronics Inc.	$	1,728	$	7,807	$	6,531	$	17,118
Net income (loss)									$	(1,005	)	$	(587	)
Weighted-average common shares outstanding	14,381		14,510		14,412		14,441		13,827			14,087
Basic earnings per share attributable to Universal Electronics Inc.	$	0.12	$	0.54	$	0.45	$	1.19
Basic earnings (loss) per share									$	(0.07	)	$	(0.04	)

DILUTED
Net income attributable to Universal Electronics Inc.	$	1,728	$	7,807	$	6,531	$	17,118
Net income (loss)									$	(1,005	)	$	(587	)
Weighted-average common shares outstanding for basic	14,381		14,510		14,412		14,441		13,827			14,087
Dilutive effect of stock options, restricted stock and common stock warrants	285		338		277		299		—			—
Weighted-average common shares outstanding on a diluted basis	14,666		14,848		14,689		14,740		13,827			14,087
Diluted earnings per share attributable to Universal Electronics Inc.	$	0.12	$	0.53	$	0.44	$	1.16
Diluted earnings (loss) per share									$	(0.07	)	$	(0.04	)

The following number of stock options, ~~and~~ shares of restricted stock and common stock warrants were excluded from the computation of diluted earnings per common share ~~were~~ as ~~follows:~~their inclusion would have been anti-dilutive:


	Three Months Ended September 30,		Nine Months Ended September 30,		Three Months Ended March 31,
(In thousands)	2017	2016	2017	2016	2019	2018
Stock options	165	—	153	111	543	574
Restricted stock awards	30	5	30	8	227	203
Performance-based warrants					175	175

Note 1718 — Derivatives

The following table sets forth the total net fair value of derivatives:


	September 30, 2017											December 31, 2016													March 31, 2019													December 31, 2018
	Fair Value Measurement Using							Total Balance				Fair Value Measurement Using									Total Balance				Fair Value Measurement Using									Total Balance				Fair Value Measurement Using									Total Balance
(In thousands)	Level 1		Level 2			Level 3					Level 1				Level 2			Level 3			Total Balance			Level 1				Level 2			Level 3			Total Balance			Level 1				Level 2			Level 3			Total Balance
Foreign currency exchange contracts	$	—	$	(385	)	$	—	Total Balance	$	(385	)		$	—		$	(1,584	)	$	—		$	(1,584	)		$	—		$	132		$	—		$	132			$	—		$	(249	)	$	—		$	(249	)

We held foreign currency exchange contracts, which resulted in a net pre-tax loss of ~~$1.5~~$0.3 million and ~~$0.2~~a net pre-tax loss of $1.3 million for the three months ended ~~September 30, 2017~~March 31, 2019 and ~~2016, respectively. For the nine months ended September 30, 2017 and 2016, we had a net pre-tax loss of $2.9 million and $0.9 million,~~2018, respectively (see Note ~~15)~~16).

Table of Contents

UNIVERSAL ELECTRONICS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~September 30, 2017~~MARCH 31, 2019

(Unaudited)

Details of foreign currency exchange contracts held were as follows:

Date Held Type Position Held
Notional Value
(in millions)
Forward Rate
Unrealized Gain/(Loss) Recorded at Balance Sheet
Date
(in thousands)⁽¹⁾
Settlement Date
September 30, 2017 USD/Euro USD $ 17.0
1.2039
$ 299
October 27, 2017
September 30, 2017 USD/Chinese Yuan Renminbi USD $ 22.0
6.6174
$ 111
October 20, 2017
September 30, 2017 USD/Brazilian Real USD $ 4.5
3.2330
$ (86 ) October 20, 2017
September 30, 2017 USD/Brazilian Real BRL $ 1.0
3.3660
$ 61
October 20, 2017

December 31, 2016 USD/Euro USD $ 18.0
1.0513
$ (61 ) January 27, 2017
December 31, 2016 USD/Chinese Yuan Renminbi Chinese Yuan Renminbi $ 25.0
6.7230
$ (974 ) January 13, 2017
December 31, 2016 USD/Chinese Yuan Renminbi Chinese Yuan Renminbi $ 10.0
6.6757
$ (457 ) January 13, 2017
December 31, 2016 USD/Brazilian Real USD $ 2.0
3.4775
$ (131 ) January 13, 2017
December 31, 2016 USD/Brazilian Real USD $ 4.0
3.2316
$ 39
January 13, 2017



Date Held	Currency	Position Held	Notional Value (in millions)		Forward Rate	Unrealized Gain/(Loss) Recorded at Balance Sheet Date (in thousands)⁽¹⁾			Settlement Date
March 31, 2019	USD/Brazilian Real	USD	$	1.0	3.8757	$	10		April 26, 2019
March 31, 2019	USD/Euro	USD	$	22.0	1.1331	$	181		April 26, 2019
March 31, 2019	USD/Chinese Yuan Renminbi	USD	$	28.0	6.7365	$	(59	)	April 26, 2019

December 31, 2018	USD/Euro	USD	$	20.0	1.1421	$	(97	)	January 25, 2019
December 31, 2018	USD/Chinese Yuan Renminbi	USD	$	27.0	6.8969	$	(116	)	January 25, 2019
December 31, 2018	USD/Chinese Yuan Renminbi	USD	$	5.0	6.9245	$	(41	)	January 25, 2019
December 31, 2018	USD/Brazilian Real	USD	$	1.0	3.8651	$	5		January 25, 2019


⁽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 ~~expenses.~~liabilities.

~~Note 18 — Business Combination~~

On April 6, 2017, we acquired substantially all of the net assets of Residential Control Systems, Inc. ("RCS"), a U.S.-based designer and manufacturer of energy management and control products for the residential, small commercial and hospitality markets. The purchase price of $12.6 million was comprised of $8.9 million in cash and $3.7 million of contingent consideration. Additionally, we incurred $0.1 million in acquisition costs, consisting primarily of accounting related expenses, which are included within selling, general and administrative expenses for the nine months ended September 30, 2017. The acquisition of these assets will allow us to expand our product offering of home sensing, monitoring and control solutions to include smart thermostat, sensing and monitoring products sold and marketed by RCS.

Our consolidated income statement for the three and nine months ended September 30, 2017 includes net sales of $0.8 million and $2.2 million, respectively, and net losses of $0.3 million and $0.7 million, respectively, attributable to RCS for the period commencing on April 6, 2017.

~~Contingent Consideration~~

We are required to make additional earnout payments of up to $10.0 million upon the achievement of certain operating income levels attributable to RCS over the period commencing on the acquisition date through June 30, 2022. The amount of contingent consideration is calculated at the end of each calendar year and is based on the agreed upon percentage of operating income as defined in the RCS Asset Purchase Agreement ("APA"). Operating income will be calculated using certain revenues, costs and expenses directly attributable to RCS as specified in the APA. At the acquisition date, the value of earnout contingent consideration was estimated using a valuation methodology based on projections of future operating income calculated in accordance with the APA. Such projections were then discounted using an average discount rate of 24.8% to reflect the risk in achieving the projected operating income levels as well as the time value of money. The fair value measurement of the earnout contingent consideration was based primarily on significant inputs not observable in an active market and thus represents a Level 3 measurement as defined

~~Table of Contents~~

~~UNIVERSAL ELECTRONICS INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~September 30, 2017~~

~~(Unaudited)~~

~~under U.S. GAAP. The fair value of earnout consideration is presented as long-term contingent consideration in our consolidated balance sheet at September 30, 2017.~~

~~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 estimated 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. Management's purchase price allocation was the following:

(in thousands) Estimated Lives Preliminary Fair Value
Accounts receivable $ 429
Inventories 1,508
Prepaid expenses and other current assets 7
Property, plant and equipment 1-4 years 14
Current liabilities (408 )
Net tangible assets acquired 1,550
Trade name 8 years 400
Customer relationships 10 years 5,000
Order backlog 1 year 150
Goodwill 5,494
Total purchase price 12,594
Less: Contingent consideration (3,700 )
Cash paid $ 8,894

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 RCS trade name intangible asset was 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 RCS trade name.

The fair value assigned to RCS customer relationships and order backlog 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 trade name, customer relationships and order backlog intangible assets are expected to be deductible for income tax purposes.~~

~~Pro Forma Results (Unaudited)~~

The following unaudited pro forma financial information presents the combined results of our operations and the operations of RCS as if this transaction had occurred on January 1, 2016. This unaudited pro forma financial information is not intended to represent or be indicative of the consolidated results of operations that would have been achieved had the acquisition actually been completed as of January 1, 2016, and should not be taken as a projection of the future consolidated results of our operations.

~~Table of Contents~~

~~UNIVERSAL ELECTRONICS INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~September 30, 2017~~

~~(Unaudited)~~

Three Months Ended September 30, 2017 Nine Months Ended September 30, 2017
(In thousands, except per-share amounts) 2017 2016 2017 2016
Net sales $ 175,652
$ 170,658
$ 515,200
$ 497,172
Net income 1,751
7,525
6,292
16,892
Net income attributable to Universal Electronics Inc. 1,751
7,525
6,292
16,892
Basic earnings per share attributable to Universal Electronics Inc. $ 0.12
$ 0.52
$ 0.44
$ 1.17
Diluted earnings per share attributable to Universal Electronics Inc. $ 0.12
$ 0.51
$ 0.43
$ 1.14

For purposes of determining pro forma net income attributable to Universal Electronics Inc., adjustments were made to all periods presented in the table above. The pro forma net income and net income attributable to Universal Electronics Inc. assumes that amortization of acquired intangible assets began at January 1, 2016 rather than on April 6, 2017. The result is a net increase in amortization expense of $0.1 million for the nine months ended September 30, 2017, and a net increase in amortization expense of $0.2 million and $0.5 million for the three and nine months ended September 30, 2016, respectively. Additionally, acquisition costs totaling $0.1 million are excluded from pro forma net income attributable to Universal Electronics Inc. All adjustments have been made net of their related tax effects.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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 develop control and sensor technology solutions and manufacture a broad line of pre-programmed and universal remote control products, AV accessories ~~software~~ and intelligent wireless security ~~sensing~~ and ~~automation components~~smart home products dedicated to redefining the home entertainment, automation and ~~automation~~security experience. Our customers operate primarily in the consumer electronics market and include subscription broadcasters, OEMs, international retailers, private label brands, pro-security ~~dealers~~installers and companies in the computing industry. We also sell integrated circuits, on which our software and device control database is embedded, and license our device control database to OEMs that manufacture televisions, digital audio and video players, streamer boxes, cable converters, satellite receivers, set-top boxes, room air conditioning equipment, game consoles, and wireless mobile phones and tablets.

Since our beginning in 1986, we have compiled an extensive device control code database that covers ~~approximately~~over one million individual device functions and approximately ~~8,000~~8,800 unique consumer electronic brands. QuickSet®, our proprietary software, can automatically detect, identify and enable the appropriate control commands for home entertainment, automation and appliances like air conditioners. Our library is regularly updated with new control functions captured directly from devices, remote controls and manufacturer specifications to ensure the accuracy and integrity of our database and control engine. Our universal remote control library contains device codes that are capable of controlling virtually all set-top boxes, televisions, audio components, DVD players, Blu-Ray players, and CD players, as well as most other remote controlled home entertainment devices and home automation control modules worldwide.

With the wider adoption of more advanced control technologies, emerging radio frequency ("RF") technologies, such as RF4CE, Bluetooth, and Bluetooth Smart, have increasingly become a focus in our development efforts. Several new recently released platforms utilize RF to effectively implement popular features like voice search.

We have developed a comprehensive patent portfolio of ~~more than 400~~over 500 issued and pending ~~and issued~~United States patents related to remote ~~controls~~control, home security, safety and ~~home automation.~~automation as well as hundreds of foreign counterpart patents and applications in various territories around the world.

We operate as one business segment. We have 24 international subsidiaries located in Argentina, Brazil, British Virgin Islands, Cayman Islands, France, Germany, Hong Kong (3), India, Italy, Japan, Korea, Mexico, the Netherlands, People's Republic of China (the "PRC") (6), Singapore, Spain, and the United Kingdom.

To recap our results for the three months ended ~~September 30, 2017:~~March 31, 2019:

Net sales increased ~~3.8%~~11.8% to ~~$175.7~~$184.2 million for the three months ended ~~September 30, 2017~~March 31, 2019 from ~~$169.2~~$164.7 million for the three months ended ~~September 30, 2016.~~March 31, 2018.

Our gross margin percentage decreased from ~~24.7%~~22.6% for the three months ended ~~September 30, 2016~~March 31, 2018 to ~~24.5%~~21.7% for the three months ended ~~September 30, 2017.~~March 31, 2019.

Operating expenses, as a percent of net sales, ~~increased~~decreased from ~~19.9%~~22.0% for the three months ended ~~September 30, 2016~~March 31, 2018 to ~~22.1%~~20.7% for the three months ended ~~September 30, 2017.~~March 31, 2019.

Our operating income ~~decreased~~increased from ~~$8.1~~$0.9 million for the three months ended ~~September 30, 2016~~March 31, 2018 to ~~$4.2~~$1.7 million for the three months ended ~~September 30, 2017,~~March 31, 2019, and our operating margin percentage ~~decreased~~increased from ~~4.8%~~0.5% for the three months ended ~~September 30, 2016~~March 31, 2018 to ~~2.4%~~0.9% for the three months ended ~~September 30, 2017.~~March 31, 2019.

~~Our effective~~Income tax ~~rate increased to 51.4%~~expense was $1.0 million for the three months ended ~~September 30, 2017,~~March 31, 2019, compared to ~~5.1%~~an income tax benefit of $0.2 million for the three months ended ~~September 30, 2016.~~March 31, 2018.

Our strategic business objectives for ~~2017~~2019 include the following:

continue to develop and market the advanced remote control products and technologies that our customer base is adopting;

continue to broaden our home control and automation product offerings;

further penetrate international subscription broadcasting markets;

acquire new customers in historically strong regions;

increase our share with existing customers; and

continue to seek acquisitions or strategic partners that complement and strengthen our existing business.

We intend for the following discussion of our financial condition and results of operations to provide information that will assist in understanding our consolidated financial statements, the changes in certain key items in those financial statements from period

to period, and the primary factors that accounted for those changes, as well as how certain accounting principles, policies and estimates affect our consolidated financial statements.

Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with accounting principles accepted in the United States of America requires us to make estimates and judgments that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, we evaluate our estimates and judgments, including those related to revenue recognition, allowances for ~~sales returns and~~ doubtful accounts, inventory valuation, our review for impairment of long-lived assets, intangible assets and goodwill, business combinations, income taxes, stock-based compensation expense and performance-based common stock warrants. Actual 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 position or results of operations.

An accounting policy is deemed to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, if different estimates reasonably may have been used, or if changes in the estimate that are reasonably likely to occur may materially impact the financial statements. We do not believe that there have been any significant changes during the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2019 to the items that we disclosed as our critical accounting policies and estimates in Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" contained in our Annual Report on Form 10-K for our fiscal year ended December 31, ~~2016.~~2018.

Recent Accounting Pronouncements

See Note 1 contained in the "Notes to Consolidated Financial Statements" for a discussion of recent accounting pronouncements.

Results of Operations

The following table sets forth our reported results of operations expressed as a percentage of net sales for the periods indicated.


	Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended March 31,
	2017		2016		2017		2016		2019		2018
Net sales	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%
Cost of sales	75.5		75.3		75.2		75.0		78.3		77.4
Gross profit	24.5		24.7		24.8		25.0		21.7		22.6
Research and development expenses	3.1		2.9		3.1		3.1		3.7		3.7
Factory transition restructuring charges	0.2		0.1		1.2		0.3
Selling, general and administrative expenses	18.8		16.9		18.4		17.7		17.1		18.4
Operating income	2.4		4.8		2.1		3.9		0.9		0.5
Interest income (expense), net	(0.4	)	(0.1	)	(0.3	)	(0.2	)	(0.7	)	(0.6	)
Other income (expense), net	0.0		0.2		0.0		0.4		(0.2	)	(0.4	)
Income before provision for income taxes	2.0		4.9		1.8		4.1
Provision for income taxes	1.0		0.3		0.6		0.6
Net income	1.0		4.6		1.2		3.5
Net income attributable to noncontrolling interest	—		—		—		0.0
Net income attributable to Universal Electronics Inc.	1.0	%	4.6	%	1.2	%	3.5	%
Income (loss) before provision for income taxes									0.0		(0.5	)
Provision for income taxes (benefit)									0.5		(0.1	)
Net income (loss)									(0.5	)%	(0.4	)%

Three Months Ended ~~September 30, 2017~~March 31, 2019 versus Three Months Ended ~~September 30, 2016~~March 31, 2018

Net sales. Net sales for the three months ended ~~September 30, 2017~~March 31, 2019 were ~~$175.7~~$184.2 million, an increase of ~~3.8%~~11.8% compared to ~~$169.2~~$164.7 million for the three months ended ~~September 30, 2016~~March 31, 2018. ~~Net sales by our Business and Consumer lines were as follows:~~

Three Months Ended September 30,
2017 2016
$ (millions) % of total $ (millions) % of total
Business $ 163.1
92.8 % $ 157.2
92.9 %
Consumer 12.6
7.2
12.0
7.1
Total net sales $ 175.7
100.0 % $ 169.2
100.0 %

~~Net sales~~The increase in ~~our Business lines (subscription broadcasting, OEM, and computing companies) were 92.8% of~~ net sales ~~for~~was primarily due to the three months ended September 30, 2017 compared to 92.9% for the three months ended September 30, 2016. Net sales in our Business lines for the three months ended September 30, 2017 increased by 3.8% to $163.1 million from $157.2 million driven primarily by increased sales of home security products, increased sales to consumer electronics companies in Asia, and the rolloutrecent launches of higher end platforms ~~in Europe. These increases were partially offset~~ by ~~a decrease in sales to North American satellite broadcasting~~existing customers, ~~as certain customers are~~both in the ~~process of depleting their current stock of inventory~~subscription broadcasting and OEM channels, a newly acquired customer and continued strength in ~~preparation for the launch of their new advanced platforms.~~

~~Net sales in our Consumer lines (One For All~~^® retail and private label) were 7.2% of net sales for the three months ended September 30, 2017 compared to 7.1% for the three months ended September 30, 2016. Net sales in our Consumer lines for the three months ended September 30, 2017 increased by 5.0% to $12.6 million from $12.0 million in the three months ended September 30, 2016 driven primarily by growth in international markets outside of Europe.home automation.

Gross profit. Gross profit for the three months ended ~~September 30, 2017~~March 31, 2019 was ~~$43.1~~$39.9 million compared to ~~$41.8~~$37.2 million for the three months ended ~~September 30, 2016.~~March 31, 2018. Gross profit as a percent of sales decreased to ~~24.5%~~21.7% for the three months ended ~~September 30, 2017~~March 31, 2019 compared to ~~24.7%~~22.6% for the three months ended ~~September 30, 2016.~~March 31, 2018. The gross margin percentage was unfavorably impacted by ~~price reductions granted~~higher U.S tariffs on many of our products that are manufactured in China and imported into the U.S. In an effort to ~~certain large volume customers, manufacturing inefficiencies experienced due~~ mitigate the effect of the increased tariffs, we are in the process of transitioning the production of goods destined for the U.S. from our China factories

to our factory in Mexico. In connection with this transition, ~~activities~~which began in ~~China,~~the fourth quarter of 2018, we have incurred costs related to the movement of materials and ~~lower-margin projects undertaken in Latin America.~~duplicative labor efforts as well as indirect costs including unabsorbed duplicative overhead and manufacturing inefficiencies. We expect this manufacturing transition to be completed by the summer of 2019. Until then, we expect our gross margin rate to continue to be negatively impacted by increased U.S. tariffs and manufacturing transition inefficiencies. These unfavorable impacts were partially offset by raw material cost savings.

Research and development ("R&D") expenses. R&D expenses increased ~~9.3%~~12.2% to ~~$5.4~~$6.8 million for the three months ended ~~September 30, 2017~~March 31, 2019 from ~~$5.0~~$6.1 million for the three months ended ~~September 30, 2016~~March 31, 2018 primarily ~~driven by R&D efforts dedicated~~due to ~~developing new product offerings for new and existing product categories.~~

~~Factory transition restructuring charges.~~ ~~In the first quarter of 2016, we implemented a plan to reduce the impact of rising labor rates in China by transitioning manufacturing activities from~~ our ~~southern-most China factory, located~~continued investment in the ~~city~~development of ~~Guangzhou~~new products that enhance the user experience in ~~the Guangdong province, to our other China factories where labor rates are rising at a slower rate. As a result, we incurred severance costs of $0.4 million~~home entertainment and $0.1 million for the three months ended September 30, 2017 and 2016, respectively. We ceased manufacturing operations in our Guangzhou factory during the third quarter of 2017 and as a result, we do not expect to incur a significant amount of additional severance costs associated with the transition of manufacturing activities from this location.home automation.

Selling, general and administrative ("SG&A") expenses. SG&A expenses increased ~~15.3%~~ to ~~$33.0~~$31.4 million for the three months ended ~~September 30, 2017~~March 31, 2019 from ~~$28.6~~$30.2 million for the three months ended ~~September 30, 2016. The increase was~~March 31, 2018, primarily due to ~~incremental expense recorded to reflect~~ an increase in the ~~value~~amount of contingent consideration ~~to be paid~~recorded in connection with our acquisition of the net assets of Ecolink Intelligent Technology, Inc. ("Ecolink"); increased stock-based compensation expense; and increased payroll and benefits attributable to annual merit increases and additional headcount to support product development efforts. Partially offsetting these increases. This increase was partially offset by a decrease in ~~legal expense as a result of higher legal fees~~payroll related expenses in ~~the prior year period related to patent litigation matters.~~connection with ongoing corporate restructuring initiatives.

Interest income (expense), net. Net interest expense was ~~$0.7~~$1.2 million for the three months ended ~~September 30, 2017~~March 31, 2019 compared to net interest expense of ~~$0.2~~$1.1 million for the three months ended ~~September 30, 2016~~March 31, 2018 as a result of ~~an increased level of borrowings~~a higher interest rate on our line of ~~credit.~~credit offset by a decrease in our average quarterly loan balance.

Other income (expense), net. Net other ~~income~~expense was ~~$0.1~~$0.5 million for the three months ended ~~September 30, 2017~~March 31, 2019 compared to net other ~~income~~expense of ~~$0.3~~$0.6 million for the three months ended ~~September 30, 2016. This change was driven primarily by foreign currency losses associated with fluctuations in the Chinese Yuan Renminbi and British Pound exchange rates versus the U.S. Dollar.~~March 31, 2018.

Provision for income ~~taxes.~~taxes (benefit). Income tax expense was ~~$1.8~~$1.0 million for the three months ended ~~September 30, 2017~~March 31, 2019 compared to ~~$0.4~~a $0.2 million income tax benefit for the three months ended ~~September 30, 2016. Our effective~~March 31, 2018. Income tax ~~rate was 51.4%~~expense for the three months ended ~~September 30, 2017 compared to 5.1% for the three months ended September 30, 2016. The increase in our effective tax rate was~~March 31, 2019 increased primarily due to the ~~nondeductibility~~remeasurement of certain ~~transactions in China as a result of the pending sale of our Guangzhou factory. In addition, during the three months ended September 30, 2016, we received~~deferred tax ~~refunds from the Chinese government totaling $1.8 million for various tax incentives relating to fiscal year 2015.~~

~~Nine Months Ended September 30, 2017 versus Nine Months Ended September 30, 2016~~

~~Net sales.~~ Net sales for the nine months ended September 30, 2017 were $514.6 million, an increase of 4.8% compared to $490.8 million for the nine months ended September 30, 2016. Net sales by our Business and Consumer lines were as follows:

Nine Months Ended September 30,
2017 2016
$ (millions) % of total $ (millions) % of total
Business $ 477.9
92.9 % $ 456.3
93.0 %
Consumer 36.7
7.1
34.5
7.0 %
Total net sales $ 514.6
100.0 % $ 490.8
100.0 %

Net sales in our Business lines (subscription broadcasting, OEM, and computing companies) were 92.9% of net sales for the nine months ended September 30, 2017 compared to 93.0% for the nine months ended September 30, 2016. Net sales in our Business lines for the nine months ended September 30, 2017 increased by 4.7% to $477.9 million from $456.3 million driven primarily by increased sales of home security products, increased market share in Latin America, the rollout of higher end platforms in Europe and increased sales to consumer electronics companies in Asia. These increases were partiallyassets, partly offset by a decrease in sales to North American satellite broadcasting customers as certain customers are in the process of depleting their current stock of inventory in preparation for the launch of their new advanced platforms.

~~Net sales in our Consumer lines (One For All~~^® retail and private label) were 7.1% of net sales for the nine months ended September 30, 2017 compared to 7.0% for the nine months ended September 30, 2016. Net sales in our Consumer lines for the nine months ended September 30, 2017 increased by 7.1% to $36.7 milliontax refund received, both resulting from ~~$34.5 million in the nine months ended September 30, 2016 driven primarily by growth in international markets outside of Europe and in the U.S. market.~~

~~Gross profit.~~ Gross profit for the nine months ended September 30, 2017 was $127.9 million compared to $122.9 million for the nine months ended September 30, 2016. Gross profit as a percent of sales decreased slightly to 24.8% for the nine months ended September 30, 2017 compared to 25.0% for the nine months ended September 30, 2016. The gross margin percentage was unfavorably impacted by price reductions granted to certain large volume customers, manufacturing inefficiencies experienced due to factory transition activities in China, and lower-margin projects undertaken in Latin America. These impacts were partially offset by the weakening of the Chinese Yuan Renminbi relative to the U.S. Dollar.

~~Research and development expenses.~~ ~~R&D expenses increased 3.7% to $15.9 million for the nine months ended September 30, 2017 from $15.3 million for the nine months ended September 30, 2016.~~

~~Factory transition restructuring charges.~~ In the first quarter of 2016, we implemented a plan to reduce the impact of rising labor costs in China by transitioning manufacturing activities from our southern-most China factory, located in the city of Guangzhou in the Guangdong province, to our other China factories where labor rates are risingtax incentives at a slower rate. As a result, we incurred severance costs of $6.1 million and $1.6 million for the nine months ended September 30, 2017 and 2016, respectively. We ceased manufacturing operations in our Guangzhou factory during the third quarter of 2017 and as a result, we do not expect to incur a significant amount of additional severance costs associated with the transition of manufacturing activities from this location.

~~Selling, general and administrative expenses.~~ SG&A expenses increased 9.0% to $94.7 million for the nine months ended September 30, 2017 from $86.9 million for the nine months ended September 30, 2016. The increase was primarily due to incremental expense recorded to reflect an increase in the value of contingent consideration to be paid in connection with our acquisition of the net assets of Ecolink; increased stock-based compensation expense; increased headcount and other direct costs associated with product development efforts as a result of an increase in the number of higher end customer products; additional expense to support our implementation of a new ERP system; and additional expense as a result of the acquisition of the net assets of Residential Control Systems, Inc. ("RCS") in April 2017. Partially offsetting these increases was a decrease in legal expense as a result of higher legal fees, including the recording of a $2.0 million legal settlement, in the prior year period related to patent litigation matters.

~~Interest income (expense), net.~~ Net interest expense was $1.7 million for the nine months ended September 30, 2017 compared to net interest expense of $0.8 million for the nine months ended September 30, 2016 as a result of an increased level of borrowings on our line of credit.

~~Other income (expense), net.~~ Net other income was $2.0 thousand for the nine months ended September 30, 2017 compared to net other income of $1.7 million for the nine months ended September 30, 2016. This change was driven primarily by a decrease in foreign currency gains associated with fluctuations in the Chinese Yuan Renminbi exchange rate versus the U.S. Dollar.

~~Provision for income taxes.~~ Income tax expense was $2.9 million for the nine months ended September 30, 2017 compared to $3.0 million for the nine months ended September 30, 2016. Our effective tax rate was 31.1% for the nine months ended September 30, 2017 compared to 14.7% for the nine months ended September 30, 2016. The increase in our effective tax rate was primarily due to the nondeductibility of certain transactions in China as a result of the pending saleone of our Guangzhou factory. In addition, during the nine months ended September 30, 2016, we received tax refunds from the Chinese government totaling $1.8 million for various tax incentives relating to fiscal year 2015.China manufacturing facilities.

Liquidity and Capital Resources

Sources and Uses of Cash


(In thousands)	Nine Months Ended September 30, 2017			Increase (Decrease)			Nine Months Ended September 30, 2016			Three Months Ended March 31, 2019			Increase (Decrease)			Three Months Ended March 31, 2018
Cash provided by (used for) operating activities	$	(1,160	)	$	(39,841	)	$	38,681		$	(4,547	)	$	7,396		$	(11,943	)
Cash used for investing activities	(40,091		)	(9,852		)	(30,239		)
Cash provided by (used for) investing activities										(3,453		)	6,432			(9,885		)
Cash provided by (used for) financing activities	44,903			54,986			(10,083		)	(466		)	568			(1,034		)
Effect of exchange rate changes on cash	(5,703		)	(2,519		)	(3,184		)
Net increase (decrease) in cash and cash equivalents	$	(2,051	)	$	2,774		$	(4,825	)
Effect of exchange rate changes on cash, cash equivalents and restricted cash										154			(678		)	832
Net increase (decrease) in cash, cash equivalents and restricted cash										$	(8,312	)	$	13,718		$	(22,030	)


	September 30, 2017		Increase (Decrease)			December 31, 2016		March 31, 2019		Increase (Decrease)			December 31, 2018
Cash and cash equivalents	$	48,560	$	(2,051	)	$	50,611	$	44,895	$	(8,312	)	$	53,207
Working capital	98,063		(10,228		)	108,291		101,770		1,173			100,597

Net cash used for operating activities was ~~$1.2~~$4.5 million during the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2019 compared to ~~$38.7~~$11.9 million of net cash ~~provided by~~used for operating activities during the ~~nine~~three months ended ~~September 30, 2016.~~March 31, 2018. The decrease in ~~net~~ cash ~~provided by~~used for operating activities was primarily due to working capital needs associated with accounts receivable and ~~inventories.~~contract assets, inventories and accounts payable. Accounts receivable and contract assets increased during the three months ended March 31, 2019 as a result of increased sales levels. At the same time, days sales outstanding decreased from 83 days at March 31, 2018 to 78 days at March 31, 2019. With respect to inventories, our inventory turns decreased to 3.4 turns at March 31, 2019 from 3.5 turns at March 31, 2018, largely as a result of holding higher levels of inventory at March 31, 2019 due to the transition of manufacturing activities from China to Mexico for certain products destined for the U.S. market. We expect inventory turns to improve in 2019 as we complete this transition. Cash outflows associated with accounts ~~receivable have~~payable increased primarily as a result of collection timing. Days sales outstanding have increased from 72 days at September 30, 2016 to 79 days at September 30, 2017. With respect to inventories, cash outflows increased during the nine months ended September 30, 2017 largely as a result of ~~carrying increased inventory levels while we transition manufacturing operations between our factories in China. In addition, we had some buildup~~the timing of inventory ~~related to the anticipated rollout of higher end platforms to certain customers as well as further anticipated growth~~purchases in ~~home security product sales. Our inventory turns decreased from 4.2 turns at September 30, 2016 to 3.6 turns at September 30, 2017.~~2018.

Net cash used for investing activities during the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2019 was ~~$40.1~~$3.5 million compared to ~~$30.2~~net cash used for investing activities of $9.9 million during the ~~nine~~three months ended ~~September 30, 2016.~~March 31, 2018. The ~~increase~~decrease in cash used for investing activities was ~~driven~~ primarily ~~by our acquisition of~~due to investments in factory equipment and a new global ERP system in the ~~net assets of RCS for $8.9 million in April 2017.~~prior year period.

Net cash ~~provided by~~used for financing activities was ~~$44.9~~$0.5 million during the ~~nine~~three months ended ~~September 30, 2017 compared to $10.1~~March 31, 2019, which was consistent with the $1.0 million of net cash used for financing activities during the ~~nine~~three months ended ~~September 30, 2016. The increase in cash provided by financing activities was driven primarily by net~~March 31, 2018. Over the last twelve months, we have reduced outstanding borrowings on our line of credit by $34.5 million. As we improve our working capital management over the remainder of ~~$64.0 million during~~2019, we expect to continue to reduce the ~~nine months ended September 30, 2017, compared to net payments~~level of ~~$15.0 million~~borrowings on our line of credit during the nine months ended September 30, 2016. This was partially offset by an increase of $18.0 million in treasury stock purchases and a $3.7 million decrease in proceeds from the exercise of stock options.credit.

During the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2019, we repurchased ~~329,964~~42,746 shares of our common stock at a cost of ~~$20.2~~$1.2 million compared to our repurchase of ~~39,531~~13,538 shares at a cost of ~~$2.2~~$0.6 million during the ~~nine~~three months ended ~~September 30, 2016.~~March 31, 2018. We hold these shares as treasury stock and they are available for reissue. Presently, we have no plans to distribute these shares, although we may change these plans if necessary to fulfill our on-going business objectives.

~~From time~~ See Note 12 contained in "Notes to ~~time,~~Consolidated Financial Statements" for further information regarding our ~~Board of Directors authorizes management to~~share repurchase shares of our issued and outstanding common stock on the open market. Repurchases may be made whenever we deem a repurchase to be a good use of our cash and the repurchase enhances shareholder value. As of September 30, 2017, we had 114,271 shares available for repurchase on the open market under the Board's authorizations. On October 23, 2017, our Board increased these repurchase authorizations by 300,000 shares bringing the total authorization as of the approval date to 386,434 shares.programs.

Contractual Obligations

The following table summarizes our contractual obligations and the effect these obligations are expected to have on our liquidity and cash flow in future periods.


	Payments Due by Period										Payments Due by Period
(In thousands)	Total		Less than 1 year		1 - 3 years		4 - 5 years		After 5 years		Total		Less than 1 year		1 - 3 years		4 - 5 years		After 5 years
Operating lease obligations	$	13,732	$	4,570	$	5,192	$	3,321	$	649	$	25,030	$	5,485	$	10,564	$	5,956	$	3,025
Purchase obligations⁽¹⁾	7,037		7,037		—		—		—		4,968		4,968		—		—		—
Contingent consideration⁽²⁾	17,400		3,400		13,000		1,000		—		9,436		4,590		4,653		193		—
Total contractual obligations	$	38,169	$	15,007	$	18,192	$	4,321	$	649	$	39,434	$	15,043	$	15,217	$	6,149	$	3,025


⁽¹⁾	Purchase obligations primarily consist of contractual payments to purchase property, plant and equipment.


⁽²⁾	Contingent consideration consists of contingent payments related to our purchases of the net assets of Ecolink and ~~RCS.~~Residential Control Systems, Inc. ("RCS").

Liquidity

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. More recently, we have utilized our revolving line of credit to fund an increased level of share repurchases and our acquisitions of the net assets of Ecolink and RCS. 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 and future discretionary share repurchases. Our working capital needs have typically been greatest during the third and fourth quarters when accounts receivable and inventories increase in connection with the fourth quarter holiday selling season and when inventory levels increase in anticipation of factory closures in observance of Chinese New Year. 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 during the next twelve months; 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 risks discussed under "Item 3. Quantitative and Qualitative Disclosures about Market Risk."


(In thousands)	September 30, 2017		December 31, 2016		March 31, 2019		December 31, 2018
Cash and cash equivalents	$	48,560	$	50,611	$	44,895	$	53,207
Available borrowing resources	11,000		35,000		20,800		28,500

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, ~~would~~may be subject to ~~United States federal~~state income taxes ~~less applicable~~and foreign ~~tax credits. Repatriation~~withholding taxes. Additionally, repatriation of some foreign balances is restricted by local laws. We have not provided for the ~~United States federal~~state income tax liability or foreign withholding tax on these amounts for financial statement purposes as this cash is considered indefinitely reinvested outside of the United States. Our intent is to meet our domestic liquidity needs through ongoing cash flows, external borrowings, or both. ~~We utilize a variety of tax planning strategies in an effort to ensure that our worldwide cash is available in the locations in which it is needed.~~

On ~~September 30, 2017~~March 31, 2019, we had ~~$4.8~~$6.1 million, ~~$22.1~~$13.0 million, ~~$0.8~~$7.9 million, ~~$13.3~~$8.7 million and ~~$7.5~~$9.2 million of cash and cash equivalents in the United States, the ~~People's Republic of China ("PRC"),~~PRC, Asia (excluding the PRC), Europe, and South America, respectively. On December 31, ~~2016,~~2018, we

had ~~$3.3~~$1.2 million, ~~$22.1~~$20.9 million, ~~$5.3~~$2.4 million, ~~$19.6~~$19.9 million, and ~~$0.3~~$8.9 million of cash and cash equivalents in the United States, 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 Amended and Restated Credit Agreement ("Amended Credit Agreement") with U.S. Bank National Association ("U.S. Bank") provided for a $125.0 million revolving line of credit ("Credit Line") that was to expire on November 1, 2019. On October 27, 2017, we entered into a Second Amended and Restated Credit Agreement ("Second Amended Credit Agreement") with U.S. Bank ~~as administrative agent, sole lead arranger and sole book runner, and Wells Fargo,~~ National Association ~~which replaces the Amended~~ ("U.S. Bank") provides for a $130.0 million revolving line of credit ("Credit ~~Agreement. Under the Second Amended Credit Agreement, the~~Line") through June 30, 2019 and a $125.0 million Credit Line ~~was increased to $170.0 million~~thereafter and ~~the~~through its expiration date ~~remained~~on November 1, ~~2019.~~2020. 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. There~~credit, of which there were ~~no outstanding letters of credit~~$2.7 million at ~~September 30, 2017.~~March 31, 2019.

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 65% of our ownership interest in Enson Assets Limited, our wholly-owned subsidiary that controls our manufacturing factories in the PRC.

At ~~September 30, 2017,~~March 31, 2019, we had an outstanding balance of ~~$114.0~~$106.5 million on our Credit Line and ~~$11.0~~$20.8 million of availability.

Off-Balance Sheet Arrangements

We do not participate in any material off-balance sheet arrangements.

Factors That May Affect Financial Condition and Future Results

Forward-Looking Statements

We caution that the following important factors, among others (including but not limited to factors discussed in "Management's Discussion and Analysis of Financial Condition and Results of Operations," as well as those discussed in our ~~2016~~2018 Annual Report on Form 10-K, or in our other reports filed from time to time with the Securities and Exchange Commission), may affect our actual results and may contribute to or cause our actual consolidated results to differ materially from those expressed in any of our forward-looking statements. The factors included here are not exhaustive. Further, any forward-looking statement speaks only as of the date on which such statement is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for management to predict all such factors, nor can we assess the impact of each such factor on the business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statement. Therefore, forward-looking statements should not be relied upon as a prediction of actual future results.

While we believe that the forward-looking statements made in this report are based on reasonable assumptions, the actual outcome of such statements is subject to a number of risks and uncertainties, including the significant percentage of our revenue attributable to a limited number of customers; the failure of our markets to continue growing and expanding in the manner we anticipated; the loss of market share due to competition; the delay by or failure of our customers to ~~grow~~order products from us due to delays by them of their new product rollouts, their efforts to refocus their operations to broadband and ~~expand~~OTT versus traditional linear video, their failure to grow as we ~~anticipated;~~anticipated, their internal inventory control measures, including to mitigate effects due to increases in tariffs, or their loss of market share; the effects of natural or other events beyond our control, including the effects political unrest, war or terrorist activities may have on us or the economy; the economic environment's effect on us or our customers; the effects of doing business internationally, including the effects that changes in laws, regulations and policies may have on our business including the impact of new or additional tariffs and surcharges; the growth of, acceptance of and the demand for our products and technologies in various markets and geographical regions, including cable, satellite, consumer electronics, retail, and digital media and interactive technology; ~~our successful integration of the Ecolink and RCS assets and business lines;~~ our inability to add profitable complementary products which are accepted by the marketplace; our inability to attract and retain a quality workforce at adequate levels in all regions of the world, and particularly ~~Asia;~~those jurisdictions

where we are moving our operations; our inability to continue to maintain our operating costs at acceptable levels through our cost containment ~~efforts;~~efforts including moving our operations and manufacturing facilities to lower cost jurisdictions; an unfavorable ruling in any or all of the litigation matters to which we are party; our inability to continue selling our products or licensing our technologies at higher or profitable margins; our inability to obtain orders or maintain our order volume with new and existing customers; our inability to develop new and innovative technologies and products that are accepted by our

customers; ~~the sale of our Guangzhou facility not occurring as or within the time frame anticipated by management;~~ our inability to successfully, timely and profitably restructure and/or relocate our manufacturing facilities and activities; possible dilutive effect our stock incentive programs may have on our earnings per share and stock price; the continued ability to identify and execute on opportunities that maximize stockholder value, including the effects repurchasing the company's shares have on the company's stock value; our inability to continue to obtain adequate quantities of component parts or secure adequate factory production capacity on a timely basis; and other factors listed from time to time in our press releases and filings with the Securities and Exchange Commission.

ITEM 3. 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 our ~~Amended Credit Agreement and~~ Second Amended Credit Agreement, we may elect to pay interest on outstanding borrowings on our Credit Line based on LIBOR or a base rate (based on the prime rate of U.S. Bank) plus an applicable margin as defined in the ~~Amended Credit Agreement and~~ 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 approximately ~~$0.7~~$0.8 million annual impact on net income based on our outstanding line of credit balance at ~~September 30, 2017.~~March 31, 2019.

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 ~~September 30, 2017,~~March 31, 2019, we had wholly-owned subsidiaries in Argentina, Brazil, the British Virgin Islands, Cayman Islands, France, Germany, Hong Kong, India, Italy, Japan, Korea, Mexico, the Netherlands, the PRC, Singapore, Spain and the United Kingdom. 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, Argentinian Peso, Mexican Peso, Brazilian Real, Indian Rupee, Philippine Peso and Japanese Yen. Our most significant foreign currency exposure is to 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 Euro, Mexican Peso, Indian Rupee, Philippine Peso and Japanese Yen 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 British Pound, Argentinian Peso 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.

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~~re-measurement 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 ~~September 30, 2017,~~March 31, 2019, 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, Argentinian Peso, Mexican Peso, Brazilian Real, Indian Rupee, Philippine Peso and Japanese Yen relative to the U.S. Dollar fluctuate 10% from ~~September 30, 2017,~~March 31, 2019, net income in the ~~third~~second quarter of ~~2017~~2019 would fluctuate by approximately $11.5 million.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Exchange Act Rule 13a-15(d) 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 ~~Commission's~~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 ~~Securities and Exchange Commission~~SEC rules and forms and is accumulated and communicated to our management to allow timely decisions regarding required disclosures.

Changes in Internal Control Over Financial Reporting

~~There~~

During the first quarter of 2019, we implemented the provisions of ASU 2016-02, which impacted certain of our accounting processes and polices around accounting for leases. As a result, we added and/or enhanced certain internal controls around the accumulation of accounting information and recording of right-of-use lease assets and lease liabilities.

Except as described above, there have been no other changes in ~~internal controls or in other factors that may significantly affect~~ our internal ~~controls~~control over financial reporting during the fiscal quarter covered by this Quarterly Report on Form ~~10-Q.~~10-Q that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We are subject to lawsuits arising out of the conduct of our business. The discussion of our litigation matters contained in "Notes to Consolidated Financial Statements - Note ~~10"~~11" is incorporated herein by reference.

ITEM 1A. RISK FACTORS

The reader should carefully consider, in connection with the other information in this report, the risk factors discussed in "Part I, Item

1A: Risk Factors" of the Company's ~~2016~~2018 Annual Report on Form 10-K incorporated herein by reference. These factors may cause our actual results to differ materially from those stated in forward-looking statements contained in this document and elsewhere.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

During the three months ended September 30, 2017, we repurchased 90,494 shares of our issued and outstanding common stock for $5.3 million. We make stock repurchases under ongoing and systematic programs approved by our Board of Directors when we deem a repurchase to be a good use of our cash and the repurchase enhances shareholder value. On September 30, 2017, we had 114,271 shares available for repurchase on the open market under the Board's authorizations. On October 23, 2017, our Board increased these repurchase authorizations by 300,000 shares bringing the total authorizations as of the approval date to 386,434 shares. Shares may also be tendered by employees to satisfy tax withholding obligations in connection with the vesting of restricted stock.

The following table sets forth, for the three months ended ~~September 30, 2017,~~March 31, 2019, 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 ⁽²⁾
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 ⁽³⁾
July 1, 2017 - July 31, 2017 1,354
$ 67.21
—
200,000
August 1, 2017 - August 31, 2017 38,462
57.33
35,729
164,271
September 1, 2017 - September 30, 2017 50,678
59.91
50,000
114,271
Total 90,494
$ 58.92
85,729
114,271



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	Total Dollar Value of Shares Purchased as Part of Publicly Announced Plans or Programs ⁽²⁾		Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs ⁽³⁾
January 1, 2019 - January 31, 2019	12,094	$	27.84	10,500	$	297,054	$	4,116,634
February 1, 2019 - February 28, 2019	29,891	28.44		6,500	182,373		3,934,261
March 1, 2019 - March 31, 2019	761	36.58		—	—		3,934,261
Total	42,746	$	28.42	17,000	$	479,427


⁽¹⁾	Of the repurchases in ~~July, August~~January, February and ~~September, 1,354, 2,733~~March, 1,594, 23,391 and ~~678~~761 shares, respectively, represent common shares of the ~~company~~Company that were owned and tendered by employees to satisfy tax withholding obligations in connection with the vesting of restricted shares.


⁽²⁾	~~For shares tendered~~Amounts in ~~connection with~~this column reflect the ~~vesting of restricted shares, the~~weighted average price paid ~~per~~for shares purchased under our share ~~is an average calculated using the daily high and low~~repurchase authorizations, inclusive of ~~the Company's common stock at the time of vesting.~~commissions paid to brokers.

⁽³⁾

~~The Company~~On October 30, 2018, our board of directors approved a repurchase plan authorizing the repurchase of up to $5.0 million of our common stock. Under these authorizations, shares may ~~purchase shares from time to time~~be repurchased in privately negotiated and/or open market ~~purchases. The Company may make all or part of the purchases pursuant to accelerated share repurchases or~~transactions, including under plans complying with Rule 10b5-1 ~~plans.~~under the Exchange Act. As of March 31, 2019, we had $3.9 million of authorized repurchases remaining under the Board's authorizations.

ITEM 6. EXHIBITS

EXHIBIT INDEX



31.1		Rule 13a-14(a) Certifications of Paul D. Arling, Chief Executive Officer (principal executive officer) of Universal Electronics Inc.

31.2		Rule 13a-14(a) Certifications of Bryan M. Hackworth, Chief Financial Officer (principal financial officer and principal accounting officer) of Universal Electronics Inc.

32		Section 1350 Certifications of Paul D. Arling, Chief Executive Officer (principal executive officer) of Universal Electronics Inc., and Bryan M. Hackworth, Chief Financial Officer (principal financial officer and principal accounting officer) of Universal Electronics Inc., pursuant to 18 U.S.C. Section 1350

101.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema Document

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		XBRL Taxonomy Extension Label Linkbase Document

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

SIGNATURES

Pursuant to the requirement 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.




Dated:	~~November~~May 8, ~~2017~~2019	UNIVERSAL ELECTRONICS INC.

		By:	/s/ Bryan M. Hackworth
			Bryan M. Hackworth
			Chief Financial Officer (principal financial officer
			and principal accounting officer)

~~EXHIBIT INDEX~~



~~Exhibit No.~~		~~Description~~
~~31.1~~		~~Rule 13a-14(a) Certifications of Paul D. Arling, Chief Executive Officer (principal executive officer) of Universal Electronics Inc.~~

~~31.2~~		~~Rule 13a-14(a) Certifications of Bryan M. Hackworth, Chief Financial Officer (principal financial officer and principal accounting officer) of Universal Electronics Inc.~~

32		Section 1350 Certifications of Paul D. Arling, Chief Executive Officer (principal executive officer) of Universal Electronics Inc., and Bryan M. Hackworth, Chief Financial Officer (principal financial officer and principal accounting officer) of Universal Electronics Inc. pursuant to 18 U.S.C. Section 1350

~~101.INS~~		~~XBRL Instance Document~~

~~101.SCH~~		~~XBRL Taxonomy Extension Schema Document~~

~~101.CAL~~		~~XBRL Taxonomy Extension Calculation Linkbase Document~~

~~101.DEF~~		~~XBRL Taxonomy Extension Definition Linkbase Document~~

~~101.LAB~~		~~XBRL Taxonomy Extension Label Linkbase Document~~

~~101.PRE~~		~~XBRL Taxonomy Extension Presentation Linkbase Document~~



	Page Number
PART I. FINANCIAL INFORMATION	3
Item 1. Consolidated Financial Statements (Unaudited)	3
Consolidated Balance Sheets	3
Consolidated ~~Income~~ Statements of Operations	4
Consolidated Comprehensive Income (Loss) Statements	5
Consolidated Statements of Stockholders' Equity	6
Consolidated Statements of Cash Flows	67
Notes to Consolidated Financial Statements	78
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	2623
Item 3. Quantitative and Qualitative Disclosures About Market Risk	3428
Item 4. Controls and Procedures	3529
PART II. OTHER INFORMATION	3630
Item 1. Legal Proceedings	3630
Item 1A. Risk Factors	3630
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	3630
Item 6. Exhibits	3731
Signatures	38
~~Exhibit Index~~	3932



(In thousands)
Balance at December 31, 2016	$	43,052
Goodwill acquired during the period ⁽¹⁾	5,494
Foreign exchange effects	78
Balance at September 30, 2017	$	48,624



Date Held	Type	Position Held	Notional Value (in millions)		Forward Rate	Unrealized Gain/(Loss) Recorded at Balance Sheet Date (in thousands)⁽¹⁾			Settlement Date
September 30, 2017	USD/Euro	USD	$	17.0	1.2039	$	299		October 27, 2017
September 30, 2017	USD/Chinese Yuan Renminbi	USD	$	22.0	6.6174	$	111		October 20, 2017
September 30, 2017	USD/Brazilian Real	USD	$	4.5	3.2330	$	(86	)	October 20, 2017
September 30, 2017	USD/Brazilian Real	BRL	$	1.0	3.3660	$	61		October 20, 2017

December 31, 2016	USD/Euro	USD	$	18.0	1.0513	$	(61	)	January 27, 2017
December 31, 2016	USD/Chinese Yuan Renminbi	Chinese Yuan Renminbi	$	25.0	6.7230	$	(974	)	January 13, 2017
December 31, 2016	USD/Chinese Yuan Renminbi	Chinese Yuan Renminbi	$	10.0	6.6757	$	(457	)	January 13, 2017
December 31, 2016	USD/Brazilian Real	USD	$	2.0	3.4775	$	(131	)	January 13, 2017
December 31, 2016	USD/Brazilian Real	USD	$	4.0	3.2316	$	39		January 13, 2017



(in thousands)	Estimated Lives	Preliminary Fair Value
Accounts receivable		$	429
Inventories		1,508
Prepaid expenses and other current assets		7
Property, plant and equipment	1-4 years	14
Current liabilities		(408		)
Net tangible assets acquired		1,550
Trade name	8 years	400
Customer relationships	10 years	5,000
Order backlog	1 year	150
Goodwill		5,494
Total purchase price		12,594
Less: Contingent consideration		(3,700		)
Cash paid		$	8,894



	Three Months Ended September 30, 2017				Nine Months Ended September 30, 2017
(In thousands, except per-share amounts)	2017		2016		2017		2016
Net sales	$	175,652	$	170,658	$	515,200	$	497,172
Net income	1,751		7,525		6,292		16,892
Net income attributable to Universal Electronics Inc.	1,751		7,525		6,292		16,892
Basic earnings per share attributable to Universal Electronics Inc.	$	0.12	$	0.52	$	0.44	$	1.17
Diluted earnings per share attributable to Universal Electronics Inc.	$	0.12	$	0.51	$	0.43	$	1.14



Period	Total Number of Shares Purchased ⁽¹⁾	Weighted Average Price Paid per Share ⁽²⁾		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 ⁽³⁾
July 1, 2017 - July 31, 2017	1,354	$	67.21	—	200,000
August 1, 2017 - August 31, 2017	38,462	57.33		35,729	164,271
September 1, 2017 - September 30, 2017	50,678	59.91		50,000	114,271
Total	90,494	$	58.92	85,729	114,271