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United States securities and exchange commission logo
May 21, 2024
Bryan M. Hackworth
Chief Financial Officer
Universal Electronics Inc.
15147 N. Scottsdale Road, Suite H300
Scottsdale, AZ 85254-2494
Re: Universal
Electronics Inc.
Form 10-K for the
Fiscal Year Ended December 31, 2023
Form 8-K Furnished
February 15, 2024
File No. 0-21044
Dear Bryan M. Hackworth:
We have reviewed your May 10, 2024 response to our comment letter
and have the
following comment(s).
Please respond to this letter within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe a
comment applies to your facts and circumstances, please tell us why in
your response.
After reviewing your response to this letter, we may have
additional comments. Unless
we note otherwise, any references to prior comments are to comments in
our April 12,
2024 letter.
Form 10-K for the Fiscal Year Ended December 31, 2023
Note 2 - Summary of Significant Accounting Policies
Revenue Recognition, page 49
1. We note your response
to comment 3. We further note that within your earnings call
transcripts for the
fourth quarter 2023 and first quarter 2024 that management makes
several references to
product channel categories both in prepared remarks and in response
to related questions
from analysts. When also considering that your chief operating
decision maker ("CODM")
reviews revenues by various channels, tell us in further detail
how you determined your
"various products constitute a group of similar products under
ASC 280-10-50-40." If
the product channels are all considered similar, specifically
address why management
references individual channels within its filings and earnings
calls and why analysts
inquire about them. Clarify if your CODM reviews quantified
revenues for just Home
Entertainment and Connected Home or if the information is also
Bryan M. Hackworth
Universal Electronics Inc.
May 21, 2024
Page 2
quantified for each sub-category, such as Consumer Electronics and
HVAC.
Note 10 - Income Taxes, page 64
2. We note your response to comment 4 and your explanation that the
effective tax rate
reconciliation line items "Distribution of previously taxed foreign
earnings and
profits" and "Foreign participation exemption" relate to intercompany
dividend income
included in pre-tax income that is not taxable. Please clarify for us
why these adjustments
impact your reconciliation if the intercompany dividends are
eliminated in consolidation
and excluded from pre-tax book income.
Form 8-K Furnished February 15, 2024
Exhibit 99 - Reconciliation of Adjusted Non-GAAP Financial Results, page 7
3. We note your response to comment 6 and have the following comments:
Please revise future filings to remove the non-GAAP adjustments
for "Excess
manufacturing overhead and factory transition costs" and
"Adjustments to acquired
tangible assets."
You indicate that the "Litigation costs" adjustment includes
amounts related to Roku
"and certain other entities." Tell us the nature of the "other"
matters included in this
adjustment. Quantify for us the portion of your litigation
adjustment related to Roku
for each year from 2018 through 2023, as well as the annual
litigation expenses
excluded from your non-GAAP adjustment for the same period.
Please contact Andrew Blume at 202-551-3254 or Kevin Woody at
202-551-3629 if you
have questions regarding comments on the financial statements and related
matters.
FirstName LastNameBryan M. Hackworth Sincerely,
Comapany NameUniversal Electronics Inc.
Division of
Corporation Finance
May 21, 2024 Page 2 Office of
Manufacturing
FirstName LastName