Monolithic Power Systems (MPWR) 10-K risk factor changes: FY2022 vs FY2021

Our revenue and expenses are difficult to predict, have varied significantly in the past and [removed: will continue to] [added: could] fluctuate significantly in the future due to numerous risks and uncertainties, many of which are beyond our control.

| • | changes in general economic conditions in the countries where our products are sold or used, particularly [added: those] in China; |

| • | our dependence on the [removed: Asian] markets [added: in Asia] for our customer [removed: base and our significant manufacturing operations in China,] [added: base,] which may expose us to political, cultural, regulatory, economic, foreign currency and operational risks; |

| • | the impact of extensive Chinese government [removed: regulation, as well as] [added: regulations, reduction or elimination of incentives, and] uncertainties with respect to China’s legal system, on us and our manufacturing partners and suppliers; |

| • | changes in general demand for electronic products [removed: as a result of worldwide macroeconomic conditions, and the seasonality and variability] in the end markets that we serve; |

| • | our [removed: and our competitors’] ability to timely develop and introduce new products, and the acceptance of our new products in the marketplace; |

| • | our dependency on a limited number of customers, including [removed: distributors,] [added: distributors and value-added resellers,] for a significant portion of our revenue; |

| • | the impact of system upgrades, [removed: cyber attacks] [added: cyberattacks] or other system security, data protection and privacy breaches on our business operations; |

| • | our significant investment of resources [removed: on] [added: in] research and [removed: development;] [added: development, that may not result in increased future sales;] |

| • | our failure to comply with various governmental laws and [removed: regulations;] [added: regulations, including those related to environmental, social and governance (“ESG”) initiatives;] |

| • | risks associated with owning our stock, including volatility in our trading price due to our business and financial performance, analyst downgrades, [removed: elimination of] [added: failure to meet] our [added: own or analyst expectations, changes to our] dividend program, and dilution from issuance of additional shares; [removed: and] |

| • | the effect of epidemics and pandemics, such as the COVID-19 pandemic, on our [removed: business.] [added: business; and] |

We cannot predict the timing, strength or duration of any economic disruptions, such as those resulting from the COVID-19 pandemic, [added: the global economic downturn] or [added: the Russia-Ukraine conflict, or] subsequent economic recovery worldwide, in our industry, or in the different markets that we serve.

These and other economic factors [added: could] have [removed: had, and may in the future have,] a material adverse effect on demand for our products and on our financial condition and operating results.

As a result, we are subject to [removed: increased] [added: significant] risks due to this geographic concentration of business and operations.

For the year ended December 31, [removed: 2021, 90%] [added: 2022, 86%] of our revenue was from customers in Asia.

| • | currency exchange rate fluctuations impacting [removed: intra-company] [added: intercompany] transactions; |

| • | international political relationships and [added: acts or] threats of war; |

_We and our manufacturing partners and suppliers are or will be subject to extensive Chinese government [removed: regulation,] [added: regulations,] and the benefit of various incentives from Chinese governments that we and our manufacturing partners and [removed: suppliers receive] [added: suppliers_ _receive] may be reduced or eliminated, which could increase our costs or limit our ability to sell products and conduct activities in China._

Such incentives include [added: cash awards,] tax rebates, reduced tax rates, favorable lending policies and other measures, some or all of which may be available to our manufacturing partners, suppliers and us with respect to our facilities in China.

| • | [removed: inability] [added: challenges] to hire and maintain a qualified workforce; |

| • | [removed: inability] [added: challenges] to maintain appropriate and acceptable manufacturing controls; and |

[removed: As a global company headquartered in the United States, we] [added: We] are subject to U.S. laws and regulations that could limit and restrict the export of some of our products and services and may restrict our transactions with certain customers, business partners and other persons, including, in certain cases, dealings with or between our employees and subsidiaries.

The institution of trade tariffs both globally and between the U.S. and China specifically carries the risk of negatively affecting both countries’ overall economic [removed: condition.][added: condition, as well as our business and financial results.]

[removed: Recently,] [added: In addition,] the Chinese government has promulgated new regulations impacting economic and political stability within Hong Kong where many of our customers are located.

_Fluctuations in_ _the_ _value of the_ _U.S._ _Dollar relative to other foreign currencies, including the_ _Renminbi, may adversely affect [added: our] results of operations._

[removed: Our] [added: Several of our] manufacturing and [removed: packaging] [added: other] suppliers are and will continue to be primarily located in China for the foreseeable future.

If the value of the Renminbi rises against the U.S. Dollar, there could be an increase in our manufacturing costs relative to competitors who have manufacturing facilities located [removed: in the U.S.,] [added: outside of China,] which could adversely affect our operations.

We incur foreign currency exchange gains or losses related to [removed: the timing of payments for] [added: certain transactions, including] intercompany transactions between the U.S. and our foreign [removed: subsidiaries mainly in China, as well as transactions with vendors] [added: subsidiaries,] that are denominated in currencies other than the functional currencies.

Fluctuations in the value of the U.S. Dollar relative to [removed: the] foreign currencies could increase the amount of foreign currency exchange losses we record, which could have an adverse impact on our results of operations.

We are subject to numerous risks and factors that could cause a decrease in our growth rates compared to past periods, including increased competition, loss of certain of our customers, unfavorable changes in our operations, reduced global electronics demand, a deterioration in market [removed: conditions,] [added: conditions including as a result of the global economic downturn,] end-customer market downturn, market acceptance and penetration of our current and future products, and litigation.

We believe that the application of our products in the [removed: computing] [added: storage] and [removed: storage,] [added: computing, enterprise data,] automotive, industrial, communications and consumer markets will continue to account for the majority of our revenue.

If [added: we are not able to accurately predict new end markets to serve or if] the demand for our products declines in [removed: the] [added: our current] major end [removed: markets that we serve,] [added: markets,] our revenue will decrease and our results of operations and financial condition would be materially and adversely affected.

Our [added: expenses and] revenue [removed: depends] [added: depend] on the timing, size, and speed of commercial introductions of end products and systems that incorporate our products, all of which are inherently difficult to forecast, as well as the ongoing demand for previously introduced end products and systems.

Our sales to distributors are subject to higher volatility because they service demand from multiple levels of the supply chain which, in itself, is inherently difficult to forecast, all of which may be exacerbated by the adverse effects of [added: macroeconomic factors, including increased inflation, increased interest rates, supply chain disruptions, decreased economic output, fluctuations in currency rates,] the COVID-19 [removed: pandemic.][added: pandemic and the Russia-Ukraine conflict.]

If our customers, including distributors, do not manage their inventory correctly or misjudge their customers’ demand, our shipments to and orders from our customers may vary significantly on a quarterly basis, [added: and we may have difficulty forecasting our expenses and inventory levels,] which could reduce our [removed: revenue] [added: revenue, result in inventory write offs,] and adversely affect our financial condition and results of operations.

Our success depends on [added: our development and sale of] products that are differentiated in the market, [removed: which result in] [added: with] gross margins that have historically been above industry averages.

_We receive a significant portion of our revenue from distribution arrangements, [removed: value-added resellers] and [removed: direct customers,] [added: value-added resellers,] and the loss of any one of these distributors, value-added resellers or direct customers or failure to collect a receivable from them could adversely affect our financial position and results of operations._

Significant deterioration in the liquidity or financial condition of any [removed: of our] [added: such] major customers or any group of our customers could have a material adverse impact on the collectability of our accounts receivable and our future operating results.

Moreover, we believe a high percentage of our products are eventually sold to a number of [removed: OEMs.][added: OEMs and ODMs.]

| • | climate crises and other natural disasters, health risks, and economic and geopolitical uncertainties, including the Russia-Ukraine conflict. |

| • | adverse weather conditions or other natural disasters such as extreme heatwaves, affecting energy supply in our facilities in China and causing work stoppages; |

Our operations and performance depend significantly on global economic conditions.

Adverse macroeconomic conditions, including inflation, slower growth, recession, stagflation, new or increased tariffs and other barriers to trade, tighter credit, higher interest rates, higher unemployment and currency fluctuations can materially adversely affect logistics or demand for our products.

For example, in recent months, some of our customers have cancelled, decreased or delayed their existing and future orders with us.

China has continued to experience COVID-19 outbreaks, specifically in Shanghai and Chengdu where we have business operations and where many of our customers and suppliers are located.

In response to the outbreaks, local governments have implemented, and may continue to implement, strict measures including quarantines, shutdowns and other business restrictions, which have resulted in logistics challenges throughout China.

These strict measures, and the disruptions as a result thereof, did not have a material adverse impact on our operations for the year ended December 31, 2022.

However, the impact of any new outbreaks on our business and financial results for 2023 will depend on future developments, which are highly uncertain and cannot be predicted.

If governmental restrictions are re-imposed or additional measures are imposed to contain the spread of the virus, we could experience significant disruptions in our operations and reduced capacity available to us at some of our suppliers, all of which could limit our ability to meet customer demand and could have a material adverse effect on our financial condition and results of operations.

We will continue to monitor the situation, assess further possible implications to our business, supply chain and customers, and take actions to mitigate adverse consequences to the extent feasible.

| • | natural disasters such as severe heatwaves or droughts, which could result in prolonged power shortages or water restrictions in our facilities; |

| • | Shutdowns or reduced operations due to COVID-19 outbreaks or government restrictions; |

Additionally, the imposition of tariffs is dependent upon the classification of goods under the U.S. Harmonized Tariff System (“HTS”) and the country of origin of the goods.

Determination of the HTS and the origin of the goods is a technical matter that can be subjective in nature.

Accordingly, although we believe our classifications of both HTS and origin are appropriate, there is no certainty that our assessment will be consistent with that of the U.S. government.

If the U.S. government does not agree with our determinations, we could be required to pay additional amounts, including potential penalties.

In connection with the global economic downturn, there has been an increased level of global currency fluctuation and volatility.

While we could partner with other distributors or value-added resellers to replace any of our customers, the change in business partners could interrupt our operations and have a materially adverse impact on our business, financial condition and result of operations.

Some of our customers and distributors may nevertheless cancel orders as a result of the impacts of the global economic downturn, their own specific business challenges or for other reasons.

In addition, from time to time, governments may provide subsidies or make other investments that could give competitive advantages to many semiconductor companies.

For example, in August 2022, the U.S. enacted the U.S. CHIPS and Science Act of 2022 (the “CHIPS Act”), which, among other things, provides funding to increase domestic production and research and development in the semiconductor industry.

Because we operate a fabless business model, we do not believe we will be eligible for such investments from the U.S. government.

Many of our competitors will benefit from the investments, which will help increase their production capacity, shorten their lead time and gain market share.

These competitive pressures could materially and adversely affect our business, financial condition and results of operations.

For example, the State of California enacted the California Consumer Privacy Act of 2018 (“CCPA”), which was significantly amended by the California Privacy Rights Act, and sets forth comprehensive privacy and security obligations regarding the collection and processing of personal data of eligible California residents.

Such incidents could subject us to significant monetary damages, regulatory enforcement actions and/or criminal prosecution, and cause us to lose clients and their related revenue in the future.

Alternatively, third parties may be interested in acquiring us.

We will continue to consider, evaluate and negotiate any such transactions as our board of directors deems appropriate and in the best interest of our stockholders.

Such potential transactions may divert the attention of management, and cause us to incur various costs and expenses in investigating, evaluating and negotiating such transactions, whether or not they are consummated.

_We are subject to increasing regulatory and reporting standards related to ESG matters, which could increase our expenses._

Recently, there has been an increase in public awareness from regulators, investors and other key stakeholders focusing on ESG compliance efforts, including those related to environmental sustainability and social responsibility.

For example, the SEC has proposed a new rule that would require public companies to provide detailed reporting of their climate-related risks, emissions, and net-zero transition plans, and many of our customers routinely include stringent environmental and other non-standard compliance requirements in their contracts with us.

While we are fully committed to making our business sustainable and keeping our stakeholders engaged by maintaining strong ESG strategies, practices, processes, policies and disclosures, there can be no assurance that we will be able to achieve our goals, or that our compliance initiatives will be deemed sufficiently robust by regulators and other key stakeholders.

Furthermore, our compliance efforts, including the collection, assessment and reporting of ESG data, are subject to evolving reporting standards and can be costly, complex and time-consuming.

In addition, climate change concerns and the potential associated environmental impact could result in the proposal and passage of additional laws and regulations in various jurisdictions that may affect us, our suppliers and customers.

Such laws and regulations could cause us to incur additional compliance costs, and failure to comply with the regulatory standards in a timely manner could result in penalties and fines.

These operational, legal, compliance and other risks could damage our reputation and materially and adversely affect our business, financial condition and results of operations.

| • | our ability to meet or exceed our, our investors’ or analysts’ expectations; |

| • | terrorist acts or acts of war, including the ongoing conflict between Ukraine and Russia; |

In recent years, global credit and financial markets experienced disruptions, and may experience disruptions in the future, including diminished liquidity and credit availability, declines in consumer confidence, declines in economic growth, increases in unemployment rates, and uncertainty about economic stability.

Economic uncertainty affects businesses such as ours in a number of ways, making it difficult to accurately forecast and plan our future business activities.

The tightening of credit in financial markets may lead consumers and businesses to postpone spending, which may cause our customers to cancel, decrease or delay their existing and future orders with us.

In addition, financial difficulties experienced by our suppliers or distributors could result in product delays, increased accounts receivable defaults and inventory challenges.

| • | export controls, trade and economic sanctions and regulations, and other regulatory or contractual limitations on our ability to sell or develop our products in China; |

| • | work stoppages and infrastructure problems due to adverse weather conditions or natural disasters; |

_We depend on a limited number of customers, including distributors, for a significant percentage of our revenue._

Historically, we have generated most of our revenue from a limited number of customers, including distributors.

For example, sales to our largest distributor accounted for 26% of our total revenue for the year ended December 31, 2021.

We continue to rely on a limited number of customers for a significant portion of our revenue.

Because we rely on a limited number of customers for significant percentages of our revenue, the loss of any of these customers, a decrease in demand or significant pricing pressure for our products from any of our major customers for any reason (including due to competition, market conditions, catastrophic events or otherwise) could have a materially adverse impact on our business, financial condition and results of operations.

Sales to our largest distributor accounted for 26% of our total revenue for the year ended December 31, 2021, and 26% of our total accounts receivable as of December 31, 2021.

For example, the State of California enacted the California Consumer Privacy Act of 2018 (“CCPA”), effective on January 1, 2020, and is expected to enact new or amend current laws in the future.

In the event any third party makes a new infringement claim against us or our customers, we could incur additional ongoing and significant legal expenses.

| • | terrorist acts or acts of war; |

For example, the COVID-19 pandemic has resulted in disruptions in our business operations and global economic activities.

Any of these events may cause disruptions and have a material adverse impact on our business and results of operations.

Our actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those set forth under [removed: “Item] [added: “Part I, Item] 1A.

Discussions of [removed: 2019] [added: 2020] results and year-to-year comparisons between [removed: 2020] [added: 2021] and [removed: 2019] [added: 2020] that are omitted in this Annual Report on Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, [removed: 2020,] [added: 2021,] filed with the SEC on [removed: March 1, 2021.][added: February 25, 2022.]

We are a [removed: global] [added: fabless] company [added: with a global footprint] that provides high-performance, semiconductor-based power [removed: electronics] [added: electronic] solutions.

Incorporated in 1997, our three core strengths include deep system-level knowledge, strong semiconductor [removed: design] expertise, and innovative proprietary [added: technologies in the areas of] semiconductor [removed: process and] [added: processes,] system [removed: integration technologies.][added: integration, and packaging.]

These combined [removed: strengths] [added: advantages] enable us to deliver [removed: highly integrated] [added: reliable, compact, and] monolithic [removed: products that offer energy-efficient, cost-effective, easy-to-use] solutions [removed: for systems] found in [removed: computing] [added: storage] and [removed: storage,] [added: computing, enterprise data,] automotive, industrial, communications and consumer applications.

We are not immune from [removed: current and future] industry downturns, but we have targeted product and market areas that we believe have the ability to offer above average industry performance over the long term.

Typical [added: supply chain] lead times for orders are generally 16 to 26 weeks.

These factors, combined with the fact that [removed: orders in the semiconductor industry] [added: our customers] can [removed: typically be cancelled] [added: cancel] or [removed: rescheduled] [added: reschedule orders] without significant penalty to the customer, make the forecasting of our orders and revenue difficult.

Our revenue from direct or indirect sales to customers in Asia was [removed: 90%, 91%] [added: 86%, 90%] and [removed: 89%] [added: 91%] for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019,] [added: 2020,] respectively.

We derive a majority of our revenue from the sales of our DC to DC converter products which serve the [removed: computing] [added: storage] and [removed: storage,] [added: computing, enterprise data,] automotive, industrial, communications and consumer markets.

The pandemic did not [removed: materially and adversely] [added: have a material adverse] impact [added: on] our overall operating results or business operations for the year ended December 31, [removed: 2021.][added: 2022.]

We will continue to monitor the situation, to assess further possible implications to our business, supply chain and customers, and to take actions in an effort to mitigate adverse [removed: consequences.][added: consequences to the extent feasible.]

However, we cannot reasonably estimate the [removed: duration and severity] [added: potential effect] of [removed: the pandemic or its ultimate impact] [added: these measures] on the global economy, the semiconductor industry and our business.

A prolonged economic slowdown as a result of the pandemic, or otherwise, could materially and adversely impact our business, results of operations and financial condition for [removed: 2022] [added: 2023] and beyond.

[removed: We] [added: In 2021, we] completed the ISO 27001 certification, a globally recognized information security [removed: standard, in 2021.][added: standard.]

[removed: On a regular basis,] [added: At least quarterly,] the Audit Committee reviews reports and updates from our Chief Financial Officer and IT senior management about major risk exposures, their potential impact on our business operations, and management’s strategies to assess, monitor and mitigate those risks.

Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with generally accepted accounting principles in the [removed: U.S. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amount of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities.][added: United States (“GAAP”).]

Estimates and judgments used in the preparation of our financial statements are, by their nature, uncertain and unpredictable, and depend upon, among other things, many factors outside of our control, including demand for our products, economic conditions and other current and future events, such as [added: macroeconomic factors, including] the impact of the COVID-19 [removed: pandemic.][added: pandemic, the global economic downturn and the Russia-Ukraine conflict.]

As of the date of issuance of these consolidated financial statements, we are not aware of any specific event or circumstance [removed: related to the COVID-19 pandemic] that would require [added: our] management to update the significant estimates and assumptions used in the preparation of the consolidated financial statements_._ As new events continue to evolve and additional information becomes available, any changes to these estimates and assumptions will be recognized in the consolidated financial statements as soon as they become known.

We account for price [removed: adjustment] [added: adjustments] and stock rotation rights as variable consideration that reduces the transaction price, and recognize that reduction in the same period the associated revenue is recognized.

As of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] we had a valuation allowance of [removed: $19.5] [added: $20.3] million and [removed: $18.2] [added: $19.5] million, respectively, attributable to management’s determination that it is more likely than not that certain deferred tax assets will not be fully realized.

See Note 1 of the Notes to Consolidated Financial Statements regarding accounting pronouncements [added: not yet] adopted [removed: for the year ended] [added: as of] December 31, [removed: 2021.][added: 2022.]

| | | [removed: 2021] | | | | [added: % of] | | | | [removed: 2020] | | | | [added: % of] | | | | [removed: 2019] | | | | [added: % of] | | | [added: | 2021 to | | | | 2020 to | | |]

| Revenue | | $ | [removed: 1,207,798] [added: 1,794,148] | | | | 100.0 | % | | $ | [removed: 844,452] [added: 1,207,798] | | | | 100.0 | % | | $ | [removed: 627,921] [added: 844,452] | | | | 100.0 | % |

| Cost of revenue | | | [removed: 522,339] [added: 745,596] | | | | [removed: 43.2] [added: 41.6] | | | | [removed: 378,498] [added: 522,339] | | | | [removed: 44.8] [added: 43.2] | | | | [removed: 281,596] [added: 378,498] | | | | 44.8 | |

| Gross profit | | | [removed: 685,459] [added: 1,048,552] | | | | [removed: 56.8] [added: 58.4] | | | | [removed: 465,954] [added: 685,459] | | | | [removed: 55.2] [added: 56.8] | | | | [removed: 346,325] [added: 465,954] | | | | 55.2 | |

| Research and development | | | [removed: 190,627] [added: 240,171] | | | | [removed: 15.8] [added: 13.4] | | | | [removed: 137,598] [added: 190,627] | | | | [removed: 16.3] [added: 15.8] | | | | [removed: 107,757] [added: 137,598] | | | | [removed: 17.2] [added: 16.3] | |

| Selling, general and administrative | | | [removed: 226,190] [added: 273,595] | | | | [removed: 18.7] [added: 15.2] | | | | [removed: 161,670] [added: 226,190] | | | | [removed: 19.1] [added: 18.7] | | | | [removed: 133,542] [added: 161,670] | | | | [removed: 21.3] [added: 19.1] | |

| Litigation expense, net | | | [removed: 6,225] [added: 8,001] | | | | [removed: 0.6] [added: 0.4] | | | | [removed: 7,804] [added: 6,225] | | | | [removed: 1.0] [added: 0.6] | | | | [removed: 2,464] [added: 7,804] | | | | [removed: 0.4] [added: 1.0] | |

| Total operating expenses | | | [removed: 423,042] [added: 521,767] | | | | [removed: 35.1] [added: 29.0] | | | | [removed: 307,072] [added: 423,042] | | | | [removed: 36.4] [added: 35.1] | | | | [removed: 243,763] [added: 307,072] | | | | [removed: 38.9] [added: 36.4] | |

| Operating income | | | [removed: 262,417] [added: 526,785] | | | | [removed: 21.7] [added: 29.4] | | | | [removed: 158,882] [added: 262,417] | | | | [removed: 18.8] [added: 21.7] | | | | [removed: 102,562] [added: 158,882] | | | | [removed: 16.3] [added: 18.8] | |

| Other [removed: income,] [added: income (expense),] net | | | [removed: 9,802] [added: (1,848] | [added: )] | | | [removed: 0.8] [added: (0.1] | [added: )] | | | [removed: 10,460] [added: 9,802] | | | | [removed: 1.3] [added: 0.8] | | | | [removed: 10,558] [added: 10,460] | | | | [removed: 1.7] [added: 1.3] | |

| Income before income taxes | | | [removed: 272,219] [added: 524,937] | | | | [removed: 22.5] [added: 29.3] | | | | [removed: 169,342] [added: 272,219] | | | | [removed: 20.1] [added: 22.5] | | | | [removed: 113,120] [added: 169,342] | | | | [removed: 18.0] [added: 20.1] | |

| Income tax expense | | | [removed: 30,196] [added: 87,265] | | | | [removed: 2.5] [added: 4.9] | | | | [removed: 4,967] [added: 30,196] | | | | [removed: 0.6] [added: 2.5] | | | | [removed: 4,281] [added: 4,967] | | | | [removed: 0.7] [added: 0.6] | |

| Net income | | $ | [removed: 242,023] [added: 437,672] | | | | [removed: 20.0] [added: 24.4] | % | | $ | [removed: 164,375] [added: 242,023] | | | | [removed: 19.5] [added: 20.0] | % | | $ | [removed: 108,839] [added: 164,375] | | | | [removed: 17.3] [added: 19.5] | % |

| End Market | | [removed: 2021] [added: 2022] | | | | [removed: % of] Revenue | | | | [removed: 2020] [added: 2021] | | | | [removed: % of] Revenue | | | | [removed: 2019] [added: 2020] | | | | [removed: % of] Revenue | | | | [removed: From 2020 to 2021] [added: 2022] | | | | [removed: From 2019 to 2020] [added: 2021] | | |

| Automotive | | | [removed: 204,335] [added: 300,016] | | | | [removed: 16.9] [added: 16.7] | | | | [removed: 108,966] [added: 204,335] | | | | [removed: 12.9] [added: 16.9] | | | | [removed: 90,303] [added: 108,966] | | | | [removed: 14.4] [added: 12.9] | | | | [removed: 87.5] [added: 46.8] | % | | | [removed: 20.7] [added: 87.5] | % |

| Industrial | | | [removed: 184,784] [added: 219,179] | | | | [removed: 15.3] [added: 12.2] | | | | [removed: 119,603] [added: 184,784] | | | | [removed: 14.2] [added: 15.3] | | | | [removed: 99,381] [added: 119,603] | | | | [removed: 15.8] [added: 14.2] | | | | [removed: 54.5] [added: 18.6] | % | | | [removed: 20.3] [added: 54.5] | % |

| Communications | | | [removed: 164,091] [added: 251,452] | | | | [removed: 13.6] [added: 14.0] | | | | [removed: 142,326] [added: 164,091] | | | | [removed: 16.8] [added: 13.6] | | | | [removed: 84,794] [added: 142,326] | | | | [removed: 13.5] [added: 16.8] | | | | [removed: 15.3] [added: 53.2] | % | | | [removed: 67.8] [added: 15.3] | % |

| Consumer | | | [removed: 282,310] [added: 319,492] | | | | [removed: 23.4] [added: 17.8] | | | | [removed: 220,380] [added: 282,310] | | | | [removed: 26.1] [added: 23.4] | | | | [removed: 164,228] [added: 220,380] | | | | [removed: 26.2] [added: 26.1] | | | | [removed: 28.1] [added: 13.2] | % | | | [removed: 34.2] [added: 28.1] | % |

Our mission is to reduce energy and material consumption to improve all aspects of quality of life.

We operate in the cyclical semiconductor industry.

Historically, our revenue has generally been higher in the second half of the year than in the first half although various factors, such as market conditions and the timing of key product introductions, could impact this trend.

In 2022, China has continued to experience outbreaks, specifically in Shanghai and Chengdu where we have business operations and where many of our customers and suppliers are located.

Local governments have implemented, and may continue to implement, strict measures including quarantines, shutdowns and other business restrictions, which have resulted in logistics challenges throughout China.

Although these strict measures and the disruptions, as a result thereof, did not have a material adverse impact on our operations in 2022, we will continue to monitor and evaluate future developments.

Russia-Ukraine Conflict

As the Russia-Ukraine conflict continues to evolve, we are closely monitoring the impact of future developments on our business, supply chain, employees, customers and other business partners.

Our total revenue in Russia has historically not been material and we have stopped shipping to customers in Russia.

All accounts receivable balances from our customers in Russia have been paid.

Macroeconomic Conditions and Recent Regulations

During 2022, the semiconductor industry faced a number of macro-economic challenges including the impact of supply chain capacity constraints, wide swings in customer demand, rising inflation, increased interest rates, and fluctuations in currency rates.

We remain cautious in light of changing macroeconomic conditions and will continue to monitor potential impact on our operations.

The implications of macroeconomic events on our business, results of operations and overall financial position remain uncertain.

There also have been recent changes to export control laws, trade regulations and other trade requirements.

As of December 31, 2022 and through the date we filed this Annual Report, there have been a number of additional trade restrictions introduced.

To date, those restrictions have had an immaterial impact on our revenue and operations.

We will continue to monitor any changes to export control laws, trade regulations and other trade requirements and are committed to complying with all applicable trade laws, regulations and other requirements.

In addition, on a regular basis, our IT team updates training materials related to our policies and procedures and shares news and articles related to cybersecurity awareness, both of which are stored on our intranet and available to all employees.

We also currently maintain an insurance policy that provides certain coverage for losses we incur due to data breaches and other cybersecurity incidents.

The preparation of these financial statements requires us to make estimates and judgments that affect the reported amount of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities.

| | | | | | | | | | | | | | | | | | | | | | | | | | | From | | | | From | | |

| Storage and Computing | | $ | 452,594 | | | | 25.3 | % | | $ | 255,933 | | | | 21.2 | % | | $ | 180,293 | | | | 21.4 | % | | | 76.8 | % | | | 42.0 | % |

| Enterprise Data | | | 251,415 | | | | 14.0 | | | | 116,345 | | | | 9.6 | | | | 72,884 | | | | 8.6 | | | | 116.1 | % | | | 59.6 | % |

The increase in revenue was primarily due to increases in the average selling prices resulting primarily from the sale of higher value products and increases in shipment volume.

Revenue from the enterprise data market increased $135.1 million, or 116.1%, from the same period in 2021.

This increase was primarily due to higher sales of our power management solutions for cloud-based CPU and GPU server applications.

This increase was primarily due to higher sales in applications for smart meters and industrial automation.

The $223.3 million increase in cost of revenue was primarily due to increased shipment volume, product mix, increases in manufacturing overhead costs and increased input cost.

| | | 2022 | | | | 2021 | | | | 2020 | | | | 2022 | | | | 2021 | | |

The increase was partially offset by a $4.7 million benefit related to changes in the value of deferred compensation plan liabilities.

| | | 2022 | | | | 2021 | | | | 2020 | | | | 2022 | | | | 2021 | | |

The increase was partially offset by a $7.2 million benefit related to changes in the value of deferred compensation plan liabilities.

The increase in other expense was primarily due to an increase of $11.2 million in expense related to changes in the value of deferred compensation plan investments and an increase of $4.4 million in charitable contributions, which was partially offset by an increase of $3.0 million in net interest income.

In August 2022, the CHIPS Act and the Inflation Reduction Act of 2022 (the “IRA”) were enacted and signed into law, which did not have a material impact on our income tax provisions, results of operations or financial condition for the year ending December 31, 2022.

We will continue to monitor any new developments related to the CHIPS Act and the IRA and evaluate their impact on our financial statements.

| | | 2022 | | | | 2021 | | |

| | | 2022 | | | | 2021 | | | | 2020 | | |

In May 2022, we entered into a long-term supply agreement in order to secure manufacturing production capacity for silicon wafers over a four-year period.

As of December 31, 2022, the Company had made prepayments under this agreement of $170.0 million.

Our mission is to reduce total energy and material consumption in our customers’ systems with green, practical and compact solutions.

We operate in the cyclical semiconductor industry where there is seasonal demand for certain products.

Recently, we have experienced high customer demand, which has resulted in longer than usual lead times.

While governmental measures such as travel-related restrictions, quarantines, shelter-in-place orders and business restrictions and shutdowns have begun to lift in recent months, the impact of the pandemic on the global economy continues to remain uncertain.

Some of the key developments and initiatives we have implemented include, but are not limited to, the following:

| | ● | _Employees:_ |

| --- | --- | --- |

| | | Our top priority during the pandemic is protecting the health and safety of our employees. As governments continue to institute new guidelines on commercial operations, we continue to monitor new developments and work to ensure our compliance while also maintaining business continuity for essential operations. In the U.S. and certain international locations, we continue to implement work-from-home arrangements in accordance with local regulations. To date, we believe these arrangements have contributed to the health and safety of our employees, while allowing us to successfully maintain business operations and customer relations. |

| --- | --- | --- |

| | ● | _Facilities and Supply Chain:_ |

| --- | --- | --- |

| | | Our manufacturing facilities in China, Taiwan and South Korea are fully operational and have experienced minimal disruptions, as we continue to follow the guidance and requirements issued by governmental authorities. In addition, we have not experienced any major supply chain disruptions as a result of the pandemic. |

| --- | --- | --- |

| | ● | _Customers:_ |

| --- | --- | --- |

| | | Overall, we did not experience an adverse impact on customer demand during 2021 as a result of the pandemic. Our revenue increased in all of our end markets compared to 2020. Furthermore, there were no significant delays in payments by our customers. However, we cannot provide assurance that we will not experience a material and adverse impact on customer demand or payments in 2022 as a result of the pandemic. |

| --- | --- | --- |

| | ● | _Liquidity and Capital Resources:_ |

| --- | --- | --- |

| | | Our cash and investment balances remain strong and we continue to generate positive operating cash flows. We believe we have sufficient liquidity to satisfy our cash needs as we manage through the current uncertain environment. However, we will continue to monitor, evaluate and take action, as necessary, to preserve adequate liquidity to support our business for 2022 and beyond. |

| --- | --- | --- |

In addition, on an as-needed basis, our IT team provides trainings and updates to employees related to our policies and procedures.

| Computing and storage | | $ | 372,278 | | | | 30.8 | % | | $ | 253,177 | | | | 30.0 | % | | $ | 189,215 | | | | 30.1 | % | | | 47.0 | % | | | 33.8 | % |

Overall unit shipments increased by 31% and average sales prices increased by approximately 8% compared to the same period in 2020.

The increase in average sales prices was primarily driven by favorable changes in product mix with more sales coming from products with higher unit prices.

This increase was broad-based with each of our primary product lines enjoying better than double-digit revenue growth.

The $143.8 million increase in cost of revenue was primarily due to a 31% increase in overall unit shipments and a 6% increase in the average direct cost of units shipped.

The increase in cost of revenue was also driven by an increase in manufacturing overhead costs, warranty expenses and inventory write-downs, which was partially offset by a one-time benefit of $4.0 million from a litigation settlement.

The decrease was primarily due to a decrease of $1.0 million in realized gains from sales of investments, which was partially offset by an increase of $0.6 million in net interest income.

For the years ended December 31, 2021 and 2020, we repatriated $70.0 million and $30.0 million, respectively, of cash from our Bermuda subsidiary to the U.S. The proceeds will primarily be used to fund our ongoing business operations.

As of December 31, 2021, our total obligations were $198.6 million, of which approximately $188.7 million was short-term.

Based on our investment positions as of December 31, [removed: 2021,] [added: 2022,] the impact of changes in interest rates on our interest income was immaterial.

Investments in debt securities are classified as available-for-sale, which are reported at fair value with the unrealized gains or losses being included in accumulated other comprehensive income [added: (loss)] on the Consolidated Balance Sheets.

Based on our investment positions as of December 31, [removed: 2021,] [added: 2022,] a hypothetical 100 basis point increase in interest rates would result in a [removed: $3.9] [added: $3.2] million decline in the fair value of our investments.

Gains or losses from the remeasurement and settlement of the balances are reported in other [removed: income,] [added: income (expense),] net, on the Consolidated Statements of Operations.

Fluctuations in foreign currency exchange rates have not had a material impact on our results of operations for [removed: all] [added: the] periods presented.

Monolithic Power Systems, Inc. (“MPS”) is a [removed: global] [added: fabless] company [added: with a global footprint] that provides high-performance, semiconductor-based power [removed: electronics] [added: electronic] solutions.

Incorporated in 1997, our three core strengths include deep system-level knowledge, strong semiconductor [removed: design] expertise, and innovative proprietary [added: technologies in the areas of] semiconductor [removed: process and] [added: processes,] system [removed: integration technologies.][added: integration, and packaging.]

These combined [removed: strengths] [added: advantages] enable us to deliver [removed: highly integrated] [added: reliable, compact, and] monolithic [removed: products that offer energy-efficient, cost-effective, easy-to-use] solutions [removed: for systems] found in [removed: computing] [added: storage] and [removed: storage,] [added: computing, enterprise data,] automotive, industrial, communications and consumer applications.

We have over [removed: 2,700] [added: 3,200] employees worldwide, with locations in Asia (primarily in China, India, Japan, South Korea, Singapore and Taiwan), Europe (primarily in France, Germany, Hungary, Italy, Spain, Switzerland and the United [removed: Kingdom),] [added: Kingdom)] and the United States.

High performance products generally are differentiated by functionality and performance factors, which include integration of higher levels of functionality onto a single chip, greater precision, [added: better power efficiency and density,] higher speed and lower heat and noise.

We design and develop our products for the [removed: computing] [added: storage] and [removed: storage,] [added: computing, enterprise data,] automotive, industrial, communications and consumer markets, with the [removed: computing and] storage [added: and computing] market representing the largest portion of our revenue in [removed: 2021.][added: 2022.]

| | | | [added: |] Percentage of Total Revenue | | | | | | | | | | |

| End Markets | [added: |] Applications | | [removed: 2021] [added: 2022] | | | | [removed: 2020] [added: 2021] | | | | [removed: 2019] [added: 2020] | | |

| Automotive | [added: |] Infotainment, [removed: advanced driver assistance systems] [added: digital cockpits] and connectivity applications | | | [removed: 16.9] [added: 16.7] | % | | | [removed: 12.9] [added: 16.9] | % | | | [removed: 14.4] [added: 12.9] | % |

| Industrial | [added: |] Power sources, [removed: security, point-of-sale systems,] smart [removed: meters] [added: meters, security applications] and [removed: other] industrial [removed: equipment] [added: automation] | | | [removed: 15.3] [added: 12.2] | % | | | [removed: 14.2] [added: 15.3] | % | | | [removed: 15.8] [added: 14.2] | % |

| Communications | [removed: Networking and telecommunication infrastructure, routers and modems,] [added: | 5G] and [removed: other wireless] [added: satellite communications infrastructure] applications | | | [removed: 13.6] [added: 14.0] | % | | | [removed: 16.8] [added: 13.6] | % | | | [removed: 13.5] [added: 16.8] | % |

| Consumer | [removed: Set-top boxes, monitors, gaming, lighting, chargers, home] [added: | Home] appliances, [removed: cellular handsets, wearables, GPS, televisions, stereos] [added: gaming consoles, smart TVs, mobile devices, lighting, monitors, stereos, set-top boxes] and [removed: cameras] [added: chargers] | | | [removed: 23.4] [added: 17.8] | % | | | [removed: 26.1] [added: 23.4] | % | | | [removed: 26.2] [added: 26.1] | % |

These technologies simplify the design process and are applicable across a wide range of analog applications within the [removed: computing] [added: storage] and [removed: storage,] [added: computing, enterprise data,] automotive, industrial, communications and consumer markets.

Our product families are differentiated with respect to their high degree of integration and strong levels of [removed: accuracy and] [added: accuracy, power] efficiency, [added: quality and longevity,] making them cost-effective [added: and more sustainable] relative to many competing solutions.

We believe that our DC to DC products are differentiated in the market, particularly with respect to their high degree of integration, high voltage operation, high load current, high switching [removed: speed and] [added: speed,] small [removed: footprint.][added: footprint, and high energy efficiency.]

These features are important to our customers as they result in fewer [removed: components,] [added: components that need to be produced and consumed,] a smaller form factor, more accurate regulation of voltages, [added: lower power consumption] and, ultimately, lower system [removed: cost and] [added: cost,] increased reliability [added: and lower carbon emissions] through the elimination of many discrete components and power devices.

The DC to DC product family accounted for [removed: 95%,] 95% [removed: and 94%] of our total revenue in [removed: 2021, 2020] [added: each of 2022, 2021] and [removed: 2019, respectively.][added: 2020.]

The Lighting Control product family accounted for [removed: 5%,] 5% [removed: and 6%] of our total revenue in [removed: 2021, 2020] [added: each of 2022, 2021] and [removed: 2019, respectively.][added: 2020.]

Our ability to achieve revenue growth will depend in part upon our ability to [added: continue to innovate while fulfilling our customers’ evolving needs,] enter new market segments, gain market share, grow in regions outside of China, Taiwan and other Asian markets, expand our customer base and continue to secure manufacturing capacity.

Sales to our largest distributor accounted for [removed: 26%] [added: 24%] of our total revenue in [removed: 2021, 24%] [added: 2022, 26%] in [removed: 2020,] [added: 2021,] and [removed: 23%] [added: 24%] in [removed: 2019.][added: 2020.]

In [removed: addition,] [added: addition to our largest distributor, one distributor accounted for 19% of our total revenue in 2022,] two distributors accounted for 15% and 10% of our total revenue in 2021, and one distributor accounted for 11% of our total revenue in 2020.

In [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019,] [added: 2020,] our revenue from sales to customers in Asia was [removed: 90%, 91%] [added: 86%, 90%] and [removed: 89%,] [added: 91%,] respectively.

[removed: Our manufacturing] [added: Typical supply chain] lead times [added: for orders] are generally 16 to 26 weeks.

While we are not immune from [removed: current and future] industry downturns, we have targeted product and market areas that we believe have the ability to offer above average industry performance over the long term.

We have assembled a qualified team of engineers primarily in China, [removed: Germany, Spain, Switzerland, Taiwan and] [added: Taiwan,] the United States, [added: Spain, Switzerland, Germany, and Hungary,] with core competencies in analog and mixed-signal design.

These include the development of high efficiency power devices, the design of precision analog [removed: circuits,] [added: circuits and systems,] expertise in mixed-signal [added: design, and] integration and the development of proprietary semiconductor process technologies.

In the area of process technologies, we are investing [added: in] research and development resources to provide leading-edge analog power processes for our next generation of integrated circuits.

[removed: Process] [added: We believe process] technologies are key strategic components to our future growth.

As of December 31, [removed: 2021,] [added: 2022,] we had [removed: 1,438] [added: 1,557] patents/applications issued or pending, of which [removed: 503] [added: 546] patents have been issued in the United States.

Our issued patents are scheduled to expire at various times through December [removed: 2041.][added: 2042.]

There can be no assurance that the steps we take [removed: will be] [added: are] adequate to protect our proprietary rights, that our patent applications will lead to issued patents, that others will not develop or patent similar or superior products or technologies, or that our patents will not be challenged, invalidated or circumvented by others.

Once our silicon wafers have been produced, they are shipped to our [removed: facility] [added: facilities] in Chengdu, China for wafer sort, which is a testing process performed to identify non-functioning dies.

The assembled ICs are then sent either for final testing at our Chengdu [removed: facility,] [added: facilities,] or to other turnkey providers who perform final testing based on our standards prior to shipping to our customers.

Our ability to compete effectively and to expand our business will depend on our ability to continue to recruit both applications engineering and design engineering personnel, our ability to introduce new products, and our ability to maintain the rate at which we introduce these new [removed: products.][added: products, and our ability to meet our and customers’ energy efficiency goals.]

We compete with domestic and international semiconductor companies, many of which have substantially greater financial and other resources with which to pursue engineering, manufacturing, marketing, and distribution of their products and, in some cases, have a broader number of product offerings that may enable them to more effectively market and sell to [removed: customers.][added: customers and engage sales partners.]

We believe that we are competitive in the markets in which we [removed: sell,] [added: sell and on the basis of key competitive factors in our industry,] particularly because our ICs typically are smaller in size, are highly [removed: integrated,] [added: integrated with lower energy consumption,] possess higher levels of power management functionalities and achieve high performance specifications at lower price points than most of our [removed: competition.][added: competitors.]

Historically, our revenue has generally been higher in the second half of the year than in the first [removed: half,] [added: half] although various factors, such as market conditions and the timing of key product introductions, could impact this trend.

As of December 31, [removed: 2021,] [added: 2022,] we employed [removed: 2,773] [added: 3,247] employees primarily [removed: located] in Asia, [removed: Europe] [added: Europe, South America] and the United States, compared with [removed: 2,209] [added: 2,773] employees as of December 31, [removed: 2020.][added: 2021.]

[](# [removed: "execoff")Information] [added: "infoaboutexec")Information] About Executive Officers

Information regarding our executive officers as of February [removed: 25, 2022] [added: 24, 2023] is as follows:

Our mission is to reduce energy and material consumption to improve all aspects of quality of life.

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Storage and computing | | Storage applications, enterprise notebooks, computers and printers | | | 25.3 | % | | | 21.2 | % | | | 21.4 | % |

| Enterprise Data | | Data center and workstation computing | | | 14.0 | % | | | 9.6 | % | | | 8.6 | % |

Our growth is fueled by our customers’ need for our power efficient solutions.

Consequently, we focus on continually improving the energy efficiency of our products in our research and development efforts in all three targeted areas.

Our products are principally positioned as achieving lower power loss and enabling significant reductions in circuit board space and shrinking or eliminating many passive components that are otherwise needed by competitors’ offerings.

In addition, the life cycles of our products are typically over 10 years, reducing the manufacturing needs and associated carbon emissions associated with production of replacement products.

We operate in the cyclical semiconductor industry.

Our mission is to reduce total energy and material consumption in our customers’ systems with green, practical and compact solutions.

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Computing and storage | Storage networks, computers and notebooks, printers, servers and workstations | | | 30.8 | % | | | 30.0 | % | | | 30.1 | % |

Recently, we have experienced high customer demand, which has resulted in longer than usual lead times.

We operate in the cyclical semiconductor industry where there is seasonal demand for certain of our products.

Seasonality

Our revenue and operating results tend to vary seasonally.

Ms. Tseng currently serves on the Board of Directors of Super Micro Computer, Inc., a global leader in high performance server technology.

We are a party to actions and proceedings in the ordinary course of business, including [removed: potential litigation initiated by our stockholders,] challenges to the enforceability or validity of our intellectual property, claims that our products infringe on the intellectual property rights of others, and employment matters.

We [added: intend to] defend ourselves vigorously against any such claims.

As of December 31, [removed: 2021_,_] [added: 2022_,_] there were no material pending legal proceedings to which we were a party.

We may also be subject to litigation initiated by our stockholders.

For the fiscal year ended December 31, [removed: 2021][added: 2022]

[removed: Monolithic Power Systems, Inc.][added: [](# "toc")MONOLITHIC POWER SYSTEMS, INC.]

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant, based upon the closing price of the common stock on the Nasdaq Global Select Market on June 30, [removed: 2021,] [added: 2022,] was [removed: $12.7] [added: $13.3] billion.*

There were [removed: 46,509,000] [added: 47,305,000] shares of the registrant’s common stock issued and outstanding as of February [removed: 18, 2022.][added: 17, 2023.]

Portions of the registrant’s Proxy Statement for the [removed: 2022] [added: 2023] Annual Meeting of Stockholders are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated.

The Proxy Statement will be filed with the Securities and Exchange Commission within 120 days of the registrant’s fiscal year ended December 31, [removed: 2021.][added: 2022.]

| * | Excludes [removed: 11,808,000] [added: 12,110,000] shares of the registrant’s common stock held by executive officers, directors and stockholders whose ownership exceeds 5% (“affiliates”) of the common stock outstanding at June 30, [removed: 2021.] [added: 2022.] Exclusion of such shares should not be construed to indicate that any such person possesses the power, direct or indirect, to direct or cause the direction of the management or policies of the registrant or that such person is controlled by or under common control with the registrant. |

[removed: [](# "toc")TABLE] [added: TABLE] OF CONTENTS

| [PART [removed: I](#a1)] [added: I](#parti)] | | |

| Item 1. | [removed: [Business](#a1)] [added: [Business](#item1)] | [removed: 5] [added: [5](#item1)] |

| | [Information about Executive [removed: Officers](#execoff)] [added: Officers](#infoaboutexec)] | [removed: 9] [added: [9](#infoaboutexec)] |

| Item 1A. | [Risk [removed: Factors](#a1a)] [added: Factors](#item1a)] | [removed: 11] [added: [10](#item1a)] |

| Item 1B. | [Unresolved Staff [removed: Comments](#a1b)] [added: Comments](#item1b)] | [removed: 29] [added: [29](#item1b)] |

| Item 2. | [removed: [Properties](#a2)] [added: [Properties](#item2)] | [removed: 29] [added: [29](#item2)] |

| Item 3. | [Legal [removed: Proceedings](#a3)] [added: Proceedings](#item3)] | [removed: 29] [added: [29](#item3)] |

| Item 4. | [Mine Safety [removed: Disclosures](#a4)] [added: Disclosures](#item4)] | [removed: 29] [added: [29](#item4)] |

| Item 5. | [Market for [removed: Registrant's] [added: Registrant’s] Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#a5)] [added: Securities](#item5)] | [removed: 30] [added: [30](#item5)] |

| Item 6. | [removed: [Reserved](#a6)] [added: [\[Reserved\]](#item6)] | [removed: 31] [added: [31](#item6)] |

| Item 7. | [removed: [Management's] [added: [Management’s] Discussion and Analysis of Financial Condition and Results of [removed: Operations](#a7)] [added: Operations](#item7)] | [removed: 31] [added: [31](#item7)] |

| Item 7A. | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#a7a)] [added: Risk](#item7a)] | [removed: 39] [added: [39](#item7a)] |

| Item 8. | [Financial Statements and Supplementary [removed: Data](#a8)] [added: Data](#item8)] | [removed: 40] [added: [40](#item8)] |

| Item 9. | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#a9)] [added: Disclosure](#item9)] | [removed: 73] [added: [75](#item9)] |

| Item 9A. | [Controls and [removed: Procedures](#a9a)] [added: Procedures](#item9a)] | [removed: 74] [added: [75](#item9a)] |

| Item 9B. | [Other [removed: Information](#a9b)] [added: Information](#item9b)] | [removed: 74] [added: [75](#item9b)] |

| Item 9C | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#a9c)] [added: Inspections](#item9c)] | [removed: 74] [added: [75](#item9c)] |

| [PART [removed: III](#part3)] [added: III](#partiii)] | | |

| Item 10. | [Directors, Executive Officers and Corporate [removed: Governance](#a10)] [added: Governance](#item10)] | [removed: 75] [added: [76](#item10)] |

| Item 11. | [Executive [removed: Compensation](#a11)] [added: Compensation](#item11)] | [removed: 75] [added: [76](#item11)] |

| Item 12. | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#a12)] [added: Matters](#item12)] | [removed: 75] [added: [76](#item12)] |

| Item 13. | [Certain Relationships and Related Transactions, and Director [removed: Independence](#a13)] [added: Independence](#item13)] | [removed: 75] [added: [76](#item13)] |

| Item 14. | [Principal Accountant Fees and [removed: Services](#a14)] [added: Services](#item14)] | [removed: 75] [added: [76](#item14)] |

| Item 15. | [Exhibits and Financial Statement [removed: Schedules](#a15)] [added: Schedules](#item15)] | [removed: 76] [added: [77](#item15)] |

| Item 16. | [Form 10-K [removed: Summary](#a16)] [added: Summary](#summary)] | [removed: 78] [added: [79](#summary)] |

| | [Signatures](#signatures) | [removed: 79] [added: [80](#signatures)] |

| | • | the above-average industry growth of product and market areas that we have [removed: targeted,] [added: targeted;] |

| | • | our plan to increase our revenue through the introduction of new products within our existing product families as well as in new product categories and [removed: families,] [added: families;] |

| | • | our belief that we may incur significant legal expenses that vary with the level of activity in each of our current or future legal [removed: proceedings,] [added: proceedings;] |

| | • | the effect that liquidity of our investments has on our capital [removed: resources,] [added: resources;] |

| | • | the continuing application of our products in the [removed: computing] [added: storage] and [removed: storage,] [added: computing, enterprise data,] automotive, industrial, communications and consumer [removed: markets,] [added: markets;] |

| | • | estimates of our future liquidity [removed: requirements,] [added: requirements;] |

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

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to § 240.10D-1(b).

FORM 10-K

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2022

| [PART IV](#partiv) | | |

[](# "parti")PART I

| [PART II](#part2) | | |

| [PART IV](#part4) | | |

The following table summarizes our significant properties as of December 31, [removed: 2021:][added: 2022:]

| Barcelona, Spain | | | 12,000 | | Research and development, sales and [removed: marketing] [added: marketing, administrative] |

| Shanghai, China | | | [removed: 23,000] [added: 16,000] | | Sales and marketing |

| Taipei, Taiwan | | | 47,000 | | Sales and marketing, research and [removed: development] [added: development, administrative] |

[](# "partii")PART II

[](# "part2")PART II

As of February [removed: 18, 2022,] [added: 17, 2023,] there were [removed: 53] [added: 58] registered holders of record of our common stock.

An investment of $100 is assumed to have been made in our common stock on December 31, [removed: 2016] [added: 2017] and its performance relative to the performance of a similar investment in the two indexes is shown through December 31, [removed: 2021,] [added: 2022,] assuming the reinvestment of dividends.

[removed: ][added: ]

| [Reports of Independent Registered Public Accounting Firm (PCAOB ID: [removed: 42)](#auditreport)] [added: 42)](#reportindependent)] | [removed: 41] [added: [41](#reportindependent)] |

| [Consolidated Balance [removed: Sheets](#balance)] [added: Sheets](#balancesheets)] | [removed: 44] [added: [43](#balancesheets)] |

| [Consolidated Statements of Operations](#operations) | [removed: 45] [added: [44](#operations)] |

| [Consolidated Statements of Comprehensive Income](#compincome) | [removed: 46] [added: [45](#compincome)] |

| [Consolidated Statements of Stockholders’ Equity](#equity) | [removed: 47] [added: [46](#equity)] |

| [Consolidated Statements of Cash Flows](#cashflows) | [removed: 48] [added: [47](#cashflows)] |

| [Notes to Consolidated Financial Statements](#notes) | [removed: 49] [added: [48](#notes)] |

[](# [removed: "auditreport")REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM][added: "reportindependent")Report of Independent Registered Public Accounting Firm]

We have audited the accompanying consolidated balance sheets of Monolithic Power Systems, Inc. (the Company) as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] the related consolidated statements of operations, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February [removed: 25, 2022] [added: 24, 2023] expressed an unqualified opinion thereon.

The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the [removed: account] [added: accounts] or [removed: disclosure] [added: disclosures] to which it relates.

| Description of the Matter | | The Company’s inventories totaled [removed: $259.4] [added: $447.3] million as of December 31, [removed: 2021,] [added: 2022,] representing [removed: 16.4%] [added: 21.7%] of total assets. As explained in Note 1 to the consolidated financial statements, the Company values inventories at the lower of standard cost (which approximates actual cost determined on a first-in first-out basis) and estimated net realizable value in each reporting period. Excess and obsolete inventory is written down to its estimated net realizable value if less than cost. |

| How We Addressed the Matter in Our Audit | | We obtained an understanding, evaluated the design, and tested the operating effectiveness of internal controls over the Company's excess and obsolete inventory [removed: write-down] [added: write down] process. This included controls over management’s assessment of inventory valuation, including the determination of forecasted usage of inventories. |

We have audited Monolithic Power Systems, Inc.’s internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, Monolithic Power Systems, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] the related consolidated statements of operations, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] and the related notes and our report dated February [removed: 25, 2022] [added: 24, 2023] expressed an unqualified opinion thereon.

[](# [removed: "balance")MONOLITHIC] [added: "balancesheets")MONOLITHIC] POWER SYSTEMS, INC.

| | | [added: | |] December 31, | | | | | | |

| | | [added: 2022 | | | |] 2021 | | | | 2020 | | |

| Cash and cash equivalents | | $ | [removed: 189,265] [added: 288,607] | | | $ | [removed: 334,944] [added: 189,265] | |

| Short-term investments | | | [removed: 535,817] [added: 449,266] | | | | [removed: 260,169] [added: 535,817] | |

| Accounts receivable, net | | | [removed: 104,813] [added: 182,714] | | | | [removed: 66,843] [added: 104,813] | |

| Inventories | | | [removed: 259,417] [added: 447,290] | | | | [removed: 157,062] [added: 259,417] | |

| Other current assets | | | [removed: 35,540] [added: 42,742] | | | | [removed: 22,980] [added: 35,540] | |

| Total current assets | | | [removed: 1,124,852] [added: 1,410,619] | | | | [removed: 841,998] [added: 1,124,852] | |

| Property and equipment, net | | | [removed: 362,962] [added: 357,157] | | | | [removed: 281,528] [added: 362,962] | |

| Deferred tax assets, net | | | [removed: 21,917] [added: 35,252] | | | | [removed: 18,556] [added: 21,917] | |

| Other long-term assets | | | [removed: 69,523] [added: 249,286] | | | | [removed: 59,838] [added: 69,523] | |

| Total assets | | $ | [removed: 1,585,825] [added: 2,058,885] | | | $ | [removed: 1,208,491] [added: 1,585,825] | |

| Accounts payable | | $ | [removed: 83,027] [added: 61,461] | | | $ | [removed: 38,169] [added: 83,027] | |

| Accrued compensation and related benefits | | | [removed: 62,635] [added: 88,260] | | | | [removed: 45,840] [added: 62,635] | |

| Other accrued liabilities | | | [removed: 81,282] [added: 113,679] | | | | [removed: 62,960] [added: 81,282] | |

| Total current liabilities | | | [removed: 226,944] [added: 263,400] | | | | [removed: 146,969] [added: 226,944] | |

| Income tax liabilities | | | [removed: 47,669] [added: 53,509] | | | | [removed: 37,062] [added: 47,669] | |

| Other long-term liabilities | | | [removed: 67,227] [added: 73,374] | | | | [removed: 57,873] [added: 67,227] | |

| Total liabilities | | | [removed: 341,840] [added: 390,283] | | | | [removed: 241,904] [added: 341,840] | |

| Common stock and additional paid-in capital: $0.001 par value; shares authorized: 150,000; shares issued and outstanding: [removed: 46,256] [added: 47,107] and [removed: 45,267,] [added: 46,256,] respectively | | | [removed: 803,226] [added: 975,276] | | | | [removed: 657,701] [added: 803,226] | |

| Retained earnings | | | [removed: 424,879] [added: 716,403] | | | | [removed: 298,746] [added: 424,879] | |

| Accumulated other comprehensive income [added: (loss)] | | | [removed: 15,880] [added: (23,077] | [added: )] | | | [removed: 10,140] [added: 15,880] | |

February 24, 2023

February 24, 2023

| | | 2022 | | | | 2021 | | |

| Net income | | | _\-_ | | | | | \- | | | | | 437,672 | | | | | \- | | | | | 437,672 | |

| Other comprehensive loss | | | _\-_ | | | | | \- | | | | | \- | | | | | (38,957 | ) | | | | (38,957 | ) |

| Stock-based compensation expense | | | _\-_ | | | | | 160,815 | | | | | \- | | | | | \- | | | | | 160,815 | |

| Balance as of December 31, 2022 | | | 47,107 | | | | $ | 975,276 | | | | $ | 716,403 | | | | $ | (23,077 | ) | | | $ | 1,668,602 | |

_48_

| | | 2022 | | | | 2021 | | |

_R&D_

The valuation models consider inputs including stock price, expected volatility, expected term of awards, risk-free interest rate, and expected dividend yield.

Expected volatility used in the models is determined based on historical volatility of the Company's stock price for the period, which corresponds to the expected term of the awards, immediately preceding the granting of the awards.

The Company _may_ also be subject to litigation initiated by its stockholders.

_Recent Accounting Pronouncements _Not_ Yet Adopted as of _December 31, 2022__

In _October 2021,_ the Financial Accounting Standards Board issued Accounting Standards Update _No._ _2021_\-_08,_ _Business Combinations (Topic _805_): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers,_ which improves the accounting for acquired revenue contracts with customers in a business combination.

The standard requires an acquirer to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with _Revenue from Contracts with Customers (_“_Topic _606__”_)_.

The standard is effective for fiscal years beginning after _December 15, 2022,_ including interim period within those fiscal years, and is applied prospectively.

| | | 2022 | | | | 2021 | | |

| | | 2022 | | | | 2021 | | |

| Due in less than 1 year | | $ | 355,492 | | | $ | 351,915 | |

| Due in 1 - 5 years | | | 101,919 | | | | 97,351 | |

| Total | | $ | 459,181 | | | $ | 450,977 | |

| Certificates of deposit | | | 130,467 | | | | \- | | | | \- | | | | 130,467 | |

| Corporate debt securities | | | 300,529 | | | | 18 | | | | (7,961 | ) | | | 292,586 | |

| Total | | $ | 474,643 | | | $ | 18 | | | $ | (8,222 | ) | | $ | 466,439 | |

| Corporate debt securities | | $ | 72,943 | | | $ | (973 | ) | | $ | 202,074 | | | $ | (6,988 | ) | | $ | 275,017 | | | $ | (7,961 | ) |

| Total | | $ | 73,930 | | | $ | (975 | ) | | $ | 211,083 | | | $ | (7,247 | ) | | $ | 285,013 | | | $ | (8,222 | ) |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

In  _April 2022,_ the Company made an investment in a convertible loan that will convert into additional shares of the Investee.

| | | 2022 | | | | 2021 | | |

| Certificates of deposit | | | 130,467 | | | | \- | | | | 130,467 | | | | \- | |

| Total | | $ | 510,372 | | | $ | 59,395 | | | $ | 449,266 | | | $ | 1,711 | |

| | | 2022 | | | | 2021 | | |

| | | _2022_ | | | | _2021_ | | |

| | | 2022 | | | | 2021 | | |

| Total | | $ | 357,157 | | | $ | 362,962 | |

| | | _2022_ | | | | _2021_ | | |

| Prepaid wafer purchase | | | 170,000 | | | | \- | |

| Other | | | 16,264 | | | | 16,351 | |

Prepaid wafer purchase of $170.0 million relates to a deposit made to a vendor under a long-term wafer supply agreement.

| --- | --- | --- |

| --- | --- | --- |

February 25, 2022

February 25, 2022

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Balance as of January 1, 2019 | | | 42,505 | | | $ | 450,908 | | | $ | 194,728 | | | $ | (5,543 | ) | | $ | 640,093 | |

| Net income | | | _\-_ | | | | \- | | | | 108,839 | | | | \- | | | | 108,839 | |

| Sales of property and equipment | | | 25 | | | | 29 | | | | 9,268 | |

The COVID-_19_ pandemic did _not_ materially and adversely impact the Company's overall operating results or business operations for the years ended _December 31, 2021_ and _2020__._ As of the date of issuance of these consolidated financial statements, the Company is _not_ aware of any specific event or circumstance related to the pandemic that would require management to update the significant estimates and assumptions used in the preparation of the consolidated financial statements_._ As new events continue to evolve and additional information becomes available, any changes to these estimates and assumptions will be recognized in the consolidated financial statements as soon as they become known.

_Recently Adopted Accounting Pronouncements_

In _December 2021,_ the SEC issued Staff Accounting Bulletin (“SAB”) _No._ _120,_ which provides guidance on the measurement and disclosure of share-based payment arrangements that are entered into when an entity is in possession of material non-public information, to which the market is likely to react positively when such information is announced.

The SAB became effective immediately and is applied prospectively.

In  _December 2019,_ the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) _No._ _2019_\-_12,_ _Income Taxes (Topic_ __740_): Simplifying the Accounting for Income Taxes,_ which eliminates certain exceptions related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences.

The standard also clarifies and simplifies other aspects of the accounting for income taxes.

The standard became effective for annual reporting periods beginning after  _December 15, 2020._ The standard is generally applied prospectively, with certain exceptions.

The Company adopted the standard in the _first_ quarter of _2021_ and the adoption did _not_ have a material impact on its consolidated financial statements.

_54_

| Due in less than 1 year | | $ | 123,204 | | | $ | 123,381 | |

| Due in 1 - 5 years | | | 413,850 | | | | 412,436 | |

| Total | | $ | 539,574 | | | $ | 538,218 | |

_56_

| | | December 31, 2020 | | | | | | | | | | | | | | |

| Corporate debt securities | | | 247,591 | | | | 2,177 | | | | (97 | ) | | | 249,671 | |

| Total | | $ | 295,444 | | | $ | 2,179 | | | $ | (258 | ) | | $ | 297,365 | |

| | | December 31, 2020 | | | | | | | | | | | | | | | | | | | | | | |

| Total | | $ | 65,142 | | | $ | (99 | ) | | $ | 2,861 | | | $ | (159 | ) | | $ | 68,003 | | | $ | (258 | ) |

_57_

| | | December 31, 2020 | | | | | | | | | | | | | | |

| Corporate debt securities | | | 249,671 | | | | \- | | | | 249,671 | | | | \- | |

| Total | | $ | 324,289 | | | $ | 61,259 | | | $ | 260,169 | | | $ | 2,861 | |

| Prepaid expense | | | 2,311 | | | | 2,340 | |

| Other | | | 14,040 | | | | 11,352 | |

_59_

| Customer prepayments | | | 4,300 | | | | 7,238 | |

| Other | | | 17,881 | | | | 16,387 | |

_6._ REAL ESTATE TRANSACTION

In  _March 2019,_ the Company completed the purchase of an office building and land located in Kirkland, Washington for $52.9 million in cash.

The property also had in-place leases for a portion of the building which were assumed by the Company.

The Company accounted for the purchase as an asset acquisition and capitalized $0.4 million of transaction costs.

| --- | --- |

Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, [removed: 2021,] [added: 2022,] our disclosure controls and procedures are designed at a reasonable assurance level and are effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Based on this evaluation, management concluded that our internal control over financial reporting was effective as of December 31, [removed: 2021.][added: 2022.]

There were no changes in our internal control over financial reporting that occurred during the quarter ended December 31, [removed: 2021,] [added: 2022,] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

| --- | --- |

| --- | --- |

[](# [removed: "part3")PART] [added: "partiii")PART] III

| --- | --- |

Reference is made to the information regarding directors and nominees, code of ethics, corporate governance matters and disclosure relating to compliance with Section 16(a) of the Securities Exchange Act of 1934 appearing under the captions “Election of Directors” and “Delinquent Section 16(a) Reports” in the Company’s Proxy Statement for its [removed: 2022] [added: 2023] Annual Meeting of Stockholders (the [removed: “2022] [added: “2023] Annual Meeting”), which information is incorporated in this Annual Report on Form 10-K by reference.

| --- | --- |

The information required by this item will be set forth under the caption “Executive Officer Compensation” in the Company’s Proxy Statement for the [removed: 2022] [added: 2023] Annual Meeting, and is incorporated herein by reference.

| --- | --- |

The information required by this item will be set forth under the captions “Security Ownership of Certain Beneficial Owners and Management” and “Equity Compensation Plan Information” in the Company’s Proxy Statement for the [removed: 2022] [added: 2023] Annual Meeting, and is incorporated herein by reference.

| --- | --- |

The information required by this item will be set forth under the captions “Certain Relationships and Related Transactions” and “Election of Directors” in the Company’s Proxy Statement for the [removed: 2022] [added: 2023] Annual Meeting, and is incorporated herein by reference.

| --- | --- |

The information required by this item will be set forth under the caption “Audit and Other Fees” in the Company’s Proxy Statement for the [removed: 2022] [added: 2023] Annual Meeting, and is incorporated herein by reference.

| --- | --- |

[](# "partiv")PART IV

[](# "part4")PART IV

| [Reports of Independent Registered Public Accounting [removed: Firm](#auditreport)] [added: Firm](#reportindependent)] | [removed: 41] [added: [41](#reportindependent)] |

| [Consolidated Balance [removed: Sheets](#balance)] [added: Sheets](#balancesheets)] | [removed: 44] [added: [43](#balancesheets)] |

| [Consolidated Statements of Operations](#operations) | [removed: 45] [added: [44](#operations)] |

| [Consolidated Statements of Comprehensive Income](#compincome) | [removed: 46] [added: [45](#compincome)] |

| [Consolidated Statements of Stockholders’ Equity](#equity) | [removed: 47] [added: [46](#equity)] |

| [Consolidated Statements of Cash Flows](#cashflows) | [removed: 48] [added: [47](#cashflows)] |

| [Notes to Consolidated Financial Statements](#notes) | [removed: 49] [added: [48](#notes)] |

| 3.2 (2) | | [Amended and Restated [removed: Bylaws.](http://www.sec.gov/Archives/edgar/data/1280452/000119312504196121/dex34.htm)] [added: Bylaws of Monolithic Power Systems, Inc., effective April 26, 2022.](http://www.sec.gov/Archives/edgar/data/1280452/000143774922009948/ex_363271.htm)] |

| 10.3+ (6) | | [Employment Agreement with Michael [removed: Hsing](http://www.sec.gov/Archives/edgar/data/1280452/000119312508052915/dex107.htm), [and] [added: Hsing, and] Amendment [removed: thereof](http://www.sec.gov/Archives/edgar/data/1280452/000119312508257213/dex101.htm).] [added: thereof.](http://www.sec.gov/Archives/edgar/data/1280452/000119312508052915/dex107.htm)] |

| 10.4+ (7) | | [Employment Agreement with Maurice [removed: Sciammas](http://www.sec.gov/Archives/edgar/data/1280452/000119312508052915/dex108.htm), [and] [added: Sciammas, and] Amendment [removed: thereof](http://www.sec.gov/Archives/edgar/data/1280452/000119312508257213/dex103.htm).] [added: thereof.](http://www.sec.gov/Archives/edgar/data/1280452/000119312508052915/dex108.htm)] |

| 10.6+(9) | | [Employment Agreement with Deming [removed: Xiao](http://www.sec.gov/Archives/edgar/data/1280452/000119312508052915/dex1010.htm), [and] [added: Xiao, and] Amendment [removed: thereof](http://www.sec.gov/Archives/edgar/data/1280452/000119312508257213/dex104.htm).] [added: thereof.](http://www.sec.gov/Archives/edgar/data/1280452/000119312508052915/dex1010.htm)] |

| 10.17+(20) | | [Letter Agreement with Carintia [removed: Martinez](http://www.sec.gov/Archives/edgar/data/0001280452/000143774921013598/ex_253959.htm).] [added: Martinez.](http://www.sec.gov/Archives/edgar/data/0001280452/000143774921013598/ex_253959.htm)] |

| 10.18+(21) | | [Indemnification Agreement with Carintia [removed: Martinez](http://www.sec.gov/Archives/edgar/data/0001280452/000143774921013598/ex_253960.htm).] [added: Martinez.](http://www.sec.gov/Archives/edgar/data/0001280452/000143774921013598/ex_253960.htm)] |

| 21.1 | | [Subsidiaries of Monolithic Power Systems, [removed: Inc.](https://www.sec.gov/Archives/edgar/data/1280452/000143774922004460/ex_330447.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/1280452/000143774923004540/ex_469365.htm)] |

| 23.1 | | [Consent of Independent Registered Public Accounting [removed: Firm.](https://www.sec.gov/Archives/edgar/data/1280452/000143774922004460/ex_330448.htm)] [added: Firm.](https://www.sec.gov/Archives/edgar/data/1280452/000143774923004540/ex_469366.htm)] |

| 31.1 | | [Certification of Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1280452/000143774922004460/ex_330449.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1280452/000143774923004540/ex_469367.htm)] |

| 31.2 | | [Certification of Chief Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1280452/000143774922004460/ex_330450.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1280452/000143774923004540/ex_469368.htm)] |

| 32.1* | | [Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1280452/000143774922004460/ex_330451.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1280452/000143774923004540/ex_469369.htm)] |

| (2) | Incorporated by reference to Exhibit [removed: 3.4] [added: 3.1] of the Registrant’s [removed: Registration Statement] [added: current report] on Form [removed: S-1/A (Registration] [added: 8-K (File] No. [removed: 333-117327),] [added: 000-51026),] filed with the Securities and Exchange Commission on [removed: November 15, 2004.] [added: April 27, 2022.] |

| (3) | Incorporated by reference to Exhibit 4.1 of the Registrant’s annual report on Form 10-K (File No. 000-51026), filed with the Securities and Exchange Commission on [removed: March 1, 2021.] [added: February 28, 2020.] |

| 10.19+(22) | | [Letter Agreement with Eileen Wynne.](http://www.sec.gov/Archives/edgar/data/1280452/000143774923002781/ex_472717.htm) |

| 10.20+(23) | | [Indemnification Agreement with Eileen Wynne.](http://www.sec.gov/Archives/edgar/data/1280452/000143774923002781/ex_472718.htm) |

| | | |

| | | |

| --- | --- |

| (22) | Incorporated by reference to Exhibit 10.1 of the Registrant’s current report on Form 8-K (File No. 000-51026), filed with the Securities and Exchange Commission on February 8, 2023. |

| (23) | Incorporated by reference to Exhibit 10.2 of the Registrant’s current report on Form 8-K (File No. 000-51026), filed with the Securities and Exchange Commission on February 8, 2023. |

| Date: February [removed: 25, 2022] [added: 24, 2023] | By: | /s/ Michael Hsing | |

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on February [removed: 25, 2022] [added: 24, 2023] by the following persons on behalf of the registrant and in the capacities indicated:

| --- | --- |

| /s/ Eileen Wynne | | Director |

| EILEEN WYNNE | | |

| | | |