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8-K - 8-K - Techpoint, Inc. | ck0001556898-8k_20180214.htm |
Exhibit 99.1
Financial Results for the Year Ended December 31, 2017 (Unaudited)
February 14, 2018
Company Name: |
|
Techpoint, Inc. |
Listed Exchange: |
|
Mothers market of the Tokyo Stock Exchange |
Identification Code: |
|
6697 |
Website URL: |
|
www.techpoint.co.jp |
Representative: |
|
Fumihiro Kozato, President and Chief Executive Officer |
Contact: |
|
Hiroki Yomogita, Vice President Corporate Marketing |
|
|
President of Techpoint Japan KK |
|
|
03-5791-4880 |
Expected Date of Annual Shareholders Meeting: |
|
May 31, 2018 |
Expected Date of Annual Securities Report Filing: |
|
March 9, 2018 |
Expected Date of Dividend Payment: |
|
Not Applicable |
Supplementary Materials for Financial Results: |
|
Included |
Earnings Announcement for Financial Results: |
|
Included |
1. |
Financial Results for the Year Ended December 31, 2017 (January 1, 2017 to December 31, 2017) |
|
(1) |
Consolidated Operating Results |
(Units: thousands, % change as compared to the previous year)
|
|
Revenue |
|
|
Income from Operations |
|
|
Income Before Income Taxes |
|
|
Net Income |
|
||||||||||||||||||||
Year Ended December 31, |
|
Amount |
|
|
% Change |
|
|
Amount |
|
|
% Change |
|
|
Amount |
|
|
% Change |
|
|
Amount |
|
|
% Change |
|
||||||||
2017 |
|
$ |
31,142 |
|
|
|
14.7 |
% |
|
$ |
6,345 |
|
|
|
18.3 |
% |
|
$ |
6,272 |
|
|
|
16.9 |
% |
|
$ |
3,757 |
|
|
|
7.9 |
% |
|
|
¥ |
3,519,046 |
|
|
|
|
|
|
¥ |
716,985 |
|
|
|
|
|
|
¥ |
708,736 |
|
|
|
|
|
|
¥ |
424,541 |
|
|
|
|
|
2016 |
|
$ |
27,156 |
|
|
|
34.1 |
% |
|
$ |
5,363 |
|
|
|
38.0 |
% |
|
$ |
5,363 |
|
|
|
37.9 |
% |
|
$ |
3,481 |
|
|
|
-14.2 |
% |
|
|
¥ |
3,068,628 |
|
|
|
|
|
|
¥ |
606,019 |
|
|
|
|
|
|
¥ |
606,019 |
|
|
|
|
|
|
¥ |
393,353 |
|
|
|
|
|
Our consolidated financial statements are prepared in U.S. dollars. For amounts disclosed in Japanese Yen, an exchange rate of ¥113.00 Japanese Yen to $1.00 U.S. dollar was used based on the Telegraphic Transfer Middle Rate quoted by Mitsubishi Tokyo UFJ Financial Group’s official index as of December 29, 2017.
Our comprehensive income for the years ended December 31, 2017 and 2016 was $3.8 million (¥424.5 million, 7.9%) and $3.5 million (¥393.4 million, -14.2%), respectively. Our non-GAAP operating income for the year ended December 31, 2017 was $7.8 million (¥880.6 million) based on the exclusion of stock-based compensation of $1.4 million (¥163.6 million). Our non-GAAP net income for the year ended December 31, 2017 was $4.6 million (¥522.6 million) based on the exclusion of stock-based compensation of $1.4 million (¥163.6 million) and the relating income tax impact based on a 40.07% effective tax rate. Our non-GAAP operating income for the year ended December 31, 2016 was $5.8 million (¥655.6 million) based on the exclusion of stock-based compensation of $0.4 million (¥49.6 million). Our non-GAAP net income for the year ended December 31, 2016 was $3.8 million (¥425.6 million) based on the exclusion of stock-based compensation of $0.4 million (¥49.6 million) and the relating income tax impact based on a 35.09% effective tax rate.
(Unit: $ or ¥, except for % data)
Year Ended December 31, |
|
Basic EPS |
|
|
Diluted EPS |
|
|
Ratio of Net Income to Equity |
|
|
Ratio of Income Before Tax to Total Assets |
|
|
Operating Margin |
|
|||||
2017 |
|
$ |
0.25 |
|
|
$ |
0.24 |
|
|
|
19.7 |
% |
|
|
29.8 |
% |
|
|
20.4 |
% |
|
|
¥ |
28 |
|
|
¥ |
27 |
|
|
|
|
|
|
|
|
|
|
|
|
|
2016 |
|
$ |
0.24 |
|
|
$ |
0.23 |
|
|
|
31.0 |
% |
|
|
38.3 |
% |
|
|
19.7 |
% |
|
|
¥ |
27 |
|
|
¥ |
26 |
|
|
|
|
|
|
|
|
|
|
|
|
|
(Units: thousands, except per share and % data)
Year Ended December 31, |
|
Total Assets |
|
|
Net Assets |
|
|
Total Stockholders' Equity |
|
|
Stockholders' Equity Ratio |
|
|
Stockholders' Equity Per Share |
|
|||||
2017 |
|
$ |
26,592 |
|
|
$ |
24,968 |
|
|
$ |
24,968 |
|
|
|
94 |
% |
|
$ |
1.49 |
|
|
|
¥ |
3,004,896 |
|
|
¥ |
2,821,384 |
|
|
¥ |
2,821,384 |
|
|
|
|
|
|
¥ |
168 |
|
2016 |
|
$ |
15,552 |
|
|
$ |
13,236 |
|
|
$ |
13,236 |
|
|
|
85 |
% |
|
$ |
0.91 |
|
|
|
¥ |
1,757,376 |
|
|
¥ |
1,495,668 |
|
|
¥ |
1,495,668 |
|
|
|
|
|
|
¥ |
103 |
|
The stockholders’ equity per share amounts include common stock only as a one-for-one conversion of preferred stock to common stock is assumed.
|
(3) |
Consolidated Cash Flows |
(Units: thousands)
Year Ended December 31, |
|
Net Cash Provided by Operating Activities |
|
|
Net Cash Used in Investing Activities |
|
|
Net Cash Provided by (Used in) Financing Activities |
|
|
Cash and cash equivalents |
|
||||
2017 |
|
$ |
4,359 |
|
|
$ |
(170 |
) |
|
$ |
7,341 |
|
|
$ |
21,536 |
|
|
|
¥ |
492,567 |
|
|
¥ |
(19,210 |
) |
|
¥ |
829,533 |
|
|
¥ |
2,433,568 |
|
2016 |
|
$ |
1,608 |
|
|
$ |
(346 |
) |
|
$ |
(719 |
) |
|
$ |
10,006 |
|
|
|
¥ |
181,704 |
|
|
¥ |
(39,098 |
) |
|
¥ |
(81,247 |
) |
|
¥ |
1,130,678 |
|
2. |
Dividends |
(Unit: $ or ¥, except for % data)
|
|
Annual Dividend |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Year Ended December 31, |
|
First Quarter |
|
|
Second Quarter |
|
|
Third Quarter |
|
|
Year-End |
|
|
Total |
|
|
Total Dividends |
|
|
Payout Ratio |
|
|
Ratio of Total Dividends to Net Assets |
|
||||||||
2016 |
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
2017 |
|
¥ |
- |
|
|
¥ |
- |
|
|
¥ |
- |
|
|
¥ |
- |
|
|
¥ |
- |
|
|
¥ |
- |
|
|
¥ |
- |
|
|
¥ |
- |
|
2018 (Forecast) |
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
3. |
Forecasted Operating Results for the Year Ended December 31, 2018 (January 1, 2018 to December 31, 2018) |
(Units: thousands, except per share and % data)
|
|
Revenue |
|
|
Income from Operations |
|
|
Income Before Income Taxes |
|
|
Net Income |
|
||||||||||||||||||||
Year Ending December 31, |
|
Amount |
|
|
% Change |
|
|
Amount |
|
|
% Change |
|
|
Amount |
|
|
% Change |
|
|
Amount |
|
|
% Change |
|
||||||||
2018 |
|
$ |
35,547 |
|
|
|
14.1 |
% |
|
$ |
2,313 |
|
|
|
-63.5 |
% |
|
$ |
2,332 |
|
|
|
-62.8 |
% |
|
$ |
1,746 |
|
|
|
-53.5 |
% |
|
|
¥ |
4,016,811 |
|
|
|
|
|
|
¥ |
261,369 |
|
|
|
|
|
|
¥ |
263,516 |
|
|
|
|
|
|
¥ |
197,298 |
|
|
|
|
|
Year Ending December 31, |
|
Basic EPS |
|
|
Diluted EPS |
|
||
2018 |
|
$ |
0.10 |
|
|
$ |
0.09 |
|
|
|
¥ |
11 |
|
|
¥ |
10 |
|
The forecasted basic and diluted EPS for the year ended December 31, 2018 was computed using a forecasted weighted average shares outstanding for the year ended December 31, 2018.
Our forecasts are made in U.S. dollars.
4. |
Notes |
|
(1) |
Changes in subsidiaries during the period: Not Applicable |
|
(2) |
Changes in accounting policies |
|
2. |
Due to other reasons: None |
|
(3) |
Stock information: |
|
|
December 31, |
|
|
December 31, |
|
||
|
|
2017 |
|
|
2016 |
|
||
Common stock |
|
|
16,752,171 |
|
|
|
3,725,238 |
|
Treasury stock |
|
|
— |
|
|
|
— |
|
Weighted average shares outstanding in computing net income per share allocable to common stockholders |
|
|
7,145,641 |
|
|
|
3,493,946 |
|
Audit Procedures:
This Tanshin is not in scope for audit procedures by our independent auditors under the Financial Instruments and Exchange Act of Japan. Additionally, as of the date of this Tanshin, audit procedures under the Public Company Accounting Oversight Board (“PCAOB”) in the United States have yet to be completed. The Company’s independent auditors have not compiled or been involved in the preparation of the forecasted financial results for the year ending December 31, 2018. Accordingly, they assume no responsibility for the accuracy or presentation of this information.
Forward Looking Statements:
The Tanshin includes forward-looking statements that involve a number of risks and uncertainties, many of which are beyond the Company’s control. The Company’s actual results may differ from those anticipated or expressed in these forward-looking statements as a result of various factors. All statements other than statements of historical facts contained in the Tanshin, including statements regarding our future results of operations and financial position, strategy and plans, and our expectations for future operations, are forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, strategy, short-term and long-term business operations and objectives, and financial needs. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in the Tanshin may not occur, and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. Any forward-looking statement made by us in the Tanshin speaks only as of the date on which it is made. We disclaim any duty to update any of these forward-looking statements after the date of the Tanshin, except as required by law.
Investors Meeting:
Please refer to our website for details on our planned Investors Meetings.
|
|
Page |
1. |
Management’s Discussion and Analysis of: |
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(1) |
2 |
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(2) |
3 |
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(3) |
4 |
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(4) |
5 |
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2. |
5 |
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3. |
Consolidated Financial Statements and Supplementary Data (Unaudited) |
|
(1) |
6 |
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(2) |
7 |
|
(3) |
8 |
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(4) |
9 |
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(5) |
10 |
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Our consolidated financial statements are prepared in U.S. dollars. For amounts disclosed in Japanese Yen, an exchange rate of ¥113.00 Japanese Yen to $1.00 U.S. dollar was used based on the Telegraphic Transfer Middle Rate quoted by Mitsubishi Tokyo UFJ Financial Group’s official index as of December 29, 2017.
1
Revenue
Revenue increased by $4.0 million (¥450.4 million), or 14.7%, for the year ended December 31, 2017 as compared to the year ended December 31, 2016. This increase was primarily due to a 22% increase in volume of shipments in the security and surveillance market and also in the automotive market as a result of increased demand for our HD-TVI receiver products. These increases were offset by a 6% decrease in overall average selling price due to change in product mix for the year ended December 31, 2017 as compared to the year ended December 31, 2016. For the year ended December 31, 2017 and 2016, we recorded revenue of $3.0 million (¥338.8 million) and $0.6 million (¥70.6 million) on sales into the automotive market, respectively.
Revenue by geographic region
We derived substantially all of our revenue from sales to customers in Asia, and China in particular, which accounted for 85% and 88% of our revenue for the years ended December 31, 2017 and 2016, respectively. Because our customers market and sell their products worldwide, our revenue by geographic location is not necessarily indicative of where our customers’ product sales and end-customer design win activity occur, but rather is an indication of where their operations reside.
Cost of revenue and gross margin
Cost of revenue increased $0.5 million (¥54.9 million), or 3.8%, for the year ended December 31, 2017 as compared to the year ended December 31, 2016. Gross margin increased to 58% for the year ended December 31, 2017 from 53% for the year ended December 31 2016. The increase in cost of revenue was primarily driven by a 22% increase in unit sales, and changes in product mix, which resulted in a positive impact on gross margin due to the increase in sales volume of lower cost, higher margin products offset by decreased inventory write down and other period costs.
Research and development expense
Research and development expense increased $1.0 million (¥113.3 million), or 22.9%, for the year ended December 31, 2017 as compared to the year ended December 31, 2016. This increase was primarily due to an increase of $0.8 million (¥92.5 million) in design, prototype, and software expenses and a $0.2 million (¥19.3 million) increase in stock-based compensation expense as a result of our post-IPO stock price increase and a 10% increase in headcount due to expanding operations.
Selling, general and administrative expense
Selling, general and administrative expenses increased by $1.5 million (¥171.2 million), or 32.4%, for the year ended December 31, 2017 as compared to the year ended December 31, 2016. This increase was primarily due to a $1.3 million (¥145.1 million) increase in personnel-related expenses driven by a $0.8 million (¥92.9 million) increase in stock-based compensation expense as a result of our post-IPO stock price increase and a 13% increase in headcount due to expanding operations. Legal and other professional service fees increased $0.2 million (¥25.2 million) due to costs associated with being a public company.
Other income and expense
Other expense increased by $73,000 (¥8.2 million) for the year ended December 31, 2017 primarily due to foreign currency exchange loss related to IPO proceeds received during the period.
2
The provision for income taxes increased by $0.6 million (¥71.5 million), or 33.6%, for the year ended December 31, 2017 as compared to the year ended December 31, 2016. The increase in the provision for income taxes is primarily due to a $0.3 million (¥35.8 million) one-time remeasurement of deferred taxes due to tax law changes during December 2017. This one-time remeasurement caused the effective tax rate to increase to 40.07% from 35.09% for the years ended December 31, 2017 and 2016, respectively.
Net Income
As a result of the foregoing, net income increased by $0.3 million (¥31.2 million), or 7.9%, for the year ended December 31, 2017 as compared to the year ended December 31, 2016.
Our cash and cash equivalents as of December 31, 2017 were $21.5 million (¥2,433.6 million). We believe our existing cash and cash equivalents, and cash we expect to generate from operations, will be sufficient to meet our anticipated cash needs for at least the next 12 months.
Operating Activities
During the year ended December 31, 2017, net cash provided by operating activities was $4.4 million (¥492.6 million), primarily due to net income of $3.8 million (¥424.5 million), a net increase in non-cash charges of $2.0 million (¥229.8 million) primarily driven by stock-based compensation, depreciation and amortization and deferred income taxes, offset by a net decrease in our operating assets and liabilities of $1.4 million (¥161.8 million). The net change in our operating assets and liabilities was primarily due to a $0.3 million (¥29.8 million) increase inventory to support anticipated demand, a $0.7 million (¥79.7 million) increase in prepaid expenses and other current assets for purchased software, a $0.1 million (¥9.6 million) increase in accounts payable driven by the timing of payments made to our vendors, a $0.2 million (¥20.3 million) increase in accrued expenses and a $0.7 million (¥83.5 million) decrease in customer deposits attributable to the timing of customer pre-payments.
Investing Activities
Our investing activities consist primarily of purchases of property and equipment. We expect to continue to make capital expenditures to support the continued growth of our business. During the year ended December 31, 2017, cash used in investing activities was $0.2 million (¥19.2 million) due to purchases of property and equipment.
Financing Activities
Cash flows used in financing activities consists primarily of payments for activities related to the process of becoming a public company and proceeds received from IPO and stock option exercises. During the year ended December 31, 2017, cash provided by financing activities was $7.3 million (¥829.5 million) due to IPO proceeds received of $9.3 million (¥1,055.3 million) and net proceeds from the exercise of stock options of $0.1 million (¥11.1 million), offset by payments for deferred offering costs of $2.1 million (¥236.8 million).
3
The following assumptions are used for the Forecasted Consolidated Results of Operations for the year ending December 31, 2018.
Revenue
The Company expects continued growth in the automotive and security surveillance markets. Revenue for the year ending December 31, 2018 is forecasted to be $35.5 million (¥4,016.8 million), an increase of 14.1% as compared to actual revenue for the year ended December 31 2017. This increase is expected to be driven by a growth in automotive market sales of $2.2 million (¥248.6 million) for the year ending December 31, 2018, an increase of 74.7% as compared to the year ended December 31, 2017, as a result of increased design wins with automotive equipment manufacturers. Automotive market revenue is expected to represent $5.2 million (¥587.6 million), or 14.7%, of revenue for the year ending December 31, 2018 as compared to $3.0 million (¥338.8 million), or 9.7%, of revenue for the year ended December 31, 2017.
The Company expects to continue to derive a majority of its revenue from the security surveillance market, driven primarily by increases in shipment volume of ISP+Tx products. Our ISP+Tx products integrate our HD-TVI transmitter with a high performance HD image signal processor. We expect our ISP+Tx products to replace our Tx products, which consist of HD-TVI transmitters only. We expect that declines in the average selling price of our Rx products, such as our HD-TVI receiver, will partially offset our overall increase in revenue.
During the first half of the year ending December 31, 2018, we expect that many of our DVR customers will introduce newer products which utilize a newer video compression technology, “H.265”, which enables high efficiency video coding. As a result of the transition to this emerging technology, we expect our customers will transition away from existing “H.264” DVR technology. This trend is expected to negatively impact our semiconductor sales to DVR customers for the first half of the year ending December 31, 2018 as compared to the first half of the year ended December 31, 2017. However, we anticipate our semiconductor sales to recover in the second half of the year ending December 31, 2018 and expect our annual sales to increase by 14.1% compared the year ended December 31, 2017 driven by design wins with automotive equipment manufacturers.
Operating Income
Operating income for the year ending December 31, 2018 is forecasted to be $2.3 million (¥261.4 million), a decrease of 63.5% as compared to actual operating income for the year ended December 31, 2017 driven by increased research and development costs. The Company continues to invest in product development. For the year ending December 31, 2018, we expect to invest in a number of new strategic products, such as Rx and Tx products with audio functionality, 4K ISP+TX, LCD controllers and CMOS image sensors. We expect research and development costs for the year ending December 31, 2018 to increase by $2.7 million (¥305.1 million) as compared to the year ended December 31, 2017 driven primarily by an expected increase in the number of tape-outs during the year ending December 31, 2018. We expect to incur costs of approximately $0.5 million (¥56.5 million) for each tape-out. Similar to our expected revenue trends, we expect our operating income to be negatively impacted for the first half of the year ending December 31, 2018 with recovery in the second half of the year ending December 31, 2018.
Additionally, the Company plans to increase headcount by approximately 20% as a response to an expected expansion of our customer base and newer product developments in the automotive and security surveillance market. Stock-based compensation expense and other selling, general and administrative costs are also expected to increase due to potential stock price increases and compliance with both Japan and US reporting requirements, respectively.
These forward-looking statements involve a number of risks and uncertainties, many of which are beyond the Company’s control. The Company’s actual results may differ from those anticipated or expressed in these forward-looking statements as a result of various factors. We have based these forward-looking statements largely on our current expectations and projections about future events and trends that we believe may affect our financial
4
condition, results of operations, strategy, short-term and long-term business operations and objectives, and financial needs. Any forward-looking statement made by us speak only as of the date on which it is made.
Dividend Policy
We have never declared nor paid cash dividends on our capital stock. We currently intend to retain any future earnings to finance the operation and expansion of our business, and we do not expect to declare or pay any dividends in the foreseeable future. In addition, our ability to pay cash dividends on our capital stock could be restricted by the terms of any future debt financing arrangement. Any return to stockholders will therefore be limited to increases in the price of our Japanese depositary shares (“JDSs”), if any.
Any future determination to pay dividends on our common stock will be at the discretion of our board of directors and will depend upon, among other factors, our results of operations, financial condition, capital requirements and contractual restrictions. If we pay any dividends, we will pay JDS holders to the same extent as holders of our common stock, subject to the terms of the trust agreement, including the fees and expenses payable thereunder.
2018 Dividend Forecast
We do not expect to declare or pay cash dividends for the year ending December 31, 2018.
The Company’s consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, and have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”). As the Company is developing business globally, we believe that by adopting GAAP we can properly reflect our business and benefit Japanese and other foreign investors.
5
|
Consolidated Financial Statements and Supplementary Data (Unaudited) |
(Units: thousands, except share data)
|
|
December 31, 2017 |
|
|
December 31, 2016 |
|
||||||||||
|
|
$ |
|
|
¥ |
|
|
$ |
|
|
¥ |
|
||||
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
21,536 |
|
|
¥ |
2,433,568 |
|
|
$ |
10,006 |
|
|
¥ |
1,130,678 |
|
Accounts receivables |
|
|
93 |
|
|
|
10,509 |
|
|
|
79 |
|
|
|
8,927 |
|
Inventory |
|
|
2,847 |
|
|
|
321,711 |
|
|
|
2,583 |
|
|
|
291,879 |
|
Prepaid expenses and other current assets |
|
|
978 |
|
|
|
110,514 |
|
|
|
273 |
|
|
|
30,849 |
|
Total current assets |
|
|
25,454 |
|
|
|
2,876,302 |
|
|
|
12,941 |
|
|
|
1,462,333 |
|
Property and equipment - net |
|
|
325 |
|
|
|
36,725 |
|
|
|
401 |
|
|
|
45,313 |
|
Deferred tax assets |
|
|
652 |
|
|
|
73,676 |
|
|
|
1,022 |
|
|
|
115,486 |
|
Other assets |
|
|
161 |
|
|
|
18,193 |
|
|
|
1,188 |
|
|
|
134,244 |
|
Total assets |
|
$ |
26,592 |
|
|
¥ |
3,004,896 |
|
|
$ |
15,552 |
|
|
¥ |
1,757,376 |
|
Liabilities and Stockholders’ Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable |
|
$ |
760 |
|
|
¥ |
85,880 |
|
|
$ |
777 |
|
|
¥ |
87,801 |
|
Accrued liabilities |
|
|
573 |
|
|
|
64,749 |
|
|
|
481 |
|
|
|
54,353 |
|
Liability related to early exercised stock options |
|
|
152 |
|
|
|
17,176 |
|
|
|
223 |
|
|
|
25,199 |
|
Customer deposits |
|
|
6 |
|
|
|
678 |
|
|
|
745 |
|
|
|
84,185 |
|
Total current liabilities |
|
|
1,491 |
|
|
|
168,483 |
|
|
|
2,226 |
|
|
|
251,538 |
|
Other liabilities |
|
|
133 |
|
|
|
15,029 |
|
|
|
90 |
|
|
|
10,170 |
|
Total liabilities |
|
|
1,624 |
|
|
|
183,512 |
|
|
|
2,316 |
|
|
|
261,708 |
|
Commitments and contingencies (Note 5) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders’ equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Convertible preferred stock, no par value per share - 11,660,000 shares authorized |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series seed convertible preferred stock - 4,660,000 shares designated; nil and 4,660,000 shares issued and outstanding (aggregate liquidation value of nil and $1,165) as of December 31, 2017 and 2016, respectively |
|
|
— |
|
|
|
— |
|
|
|
1,156 |
|
|
|
130,628 |
|
Series A convertible preferred stock - 4,500,000 shares designated; nil and 4,500,000 shares issued and outstanding (aggregate liquidation value of nil and $4,500) as of December 31, 2017 and 2016, respectively |
|
|
— |
|
|
|
— |
|
|
|
4,477 |
|
|
|
505,901 |
|
Series B convertible preferred stock - 2,500,000 shares designated; nil and 1,582,500 shares issued and outstanding (aggregate liquidation value of nil and $3,165) as of December 31, 2017 and 2016, respectively |
|
|
— |
|
|
|
— |
|
|
|
3,161 |
|
|
|
357,193 |
|
Preferred stock, par value $0.0001 per share - 5,000,000 and nil shares authorized as of December 31, 2017 and 2016, respectively; nil shares issued and outstanding as of December 31, 2017 and 2016 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Common stock, no par value per share - Nil and 20,500,000 shares authorized as of December 31, 2017 and 2016, respectively; nil and 3,725,238 shares issued and outstanding as of December 31, 2017 and 2016, respectively |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Common stock, par value $0.0001 per share - 75,000,000 and nil shares authorized as of December 31, 2017 and 2016, respectively; 16,752,171 and nil shares issued and outstanding as of December 31, 2017 and 2016, respectively |
|
|
2 |
|
|
|
226 |
|
|
|
— |
|
|
|
— |
|
Additional paid-in-capital |
|
|
17,580 |
|
|
|
1,986,540 |
|
|
|
813 |
|
|
|
91,869 |
|
Retained earnings |
|
|
7,386 |
|
|
|
834,618 |
|
|
|
3,629 |
|
|
|
410,077 |
|
Total stockholders’ equity |
|
|
24,968 |
|
|
|
2,821,384 |
|
|
|
13,236 |
|
|
|
1,495,668 |
|
Total liabilities and stockholders’ equity |
|
$ |
26,592 |
|
|
¥ |
3,004,896 |
|
|
$ |
15,552 |
|
|
¥ |
1,757,376 |
|
6
(Units: thousands, except share and per share data)
|
|
Year Ended December 31, 2017 |
|
|
Year Ended December 31, 2016 |
|
||||||||||
|
|
$ |
|
|
¥ |
|
|
$ |
|
|
¥ |
|
||||
Revenue |
|
$ |
31,142 |
|
|
¥ |
3,519,046 |
|
|
$ |
27,156 |
|
|
¥ |
3,068,628 |
|
Cost of revenue |
|
|
13,221 |
|
|
|
1,493,973 |
|
|
|
12,735 |
|
|
|
1,439,055 |
|
Gross profit |
|
|
17,921 |
|
|
|
2,025,073 |
|
|
|
14,421 |
|
|
|
1,629,573 |
|
Operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and development |
|
|
5,383 |
|
|
|
608,279 |
|
|
|
4,380 |
|
|
|
494,940 |
|
Selling, general and administrative |
|
|
6,193 |
|
|
|
699,809 |
|
|
|
4,678 |
|
|
|
528,614 |
|
Total operating expenses |
|
|
11,576 |
|
|
|
1,308,088 |
|
|
|
9,058 |
|
|
|
1,023,554 |
|
Income from operations |
|
|
6,345 |
|
|
|
716,985 |
|
|
|
5,363 |
|
|
|
606,019 |
|
Other income (expense) |
|
|
(73 |
) |
|
|
(8,249 |
) |
|
|
— |
|
|
|
— |
|
Income before income taxes |
|
|
6,272 |
|
|
|
708,736 |
|
|
|
5,363 |
|
|
|
606,019 |
|
Income taxes |
|
|
2,515 |
|
|
|
284,195 |
|
|
|
1,882 |
|
|
|
212,666 |
|
Net income |
|
$ |
3,757 |
|
|
¥ |
424,541 |
|
|
$ |
3,481 |
|
|
¥ |
393,353 |
|
Net income allocable to preferred stockholders |
|
$ |
1,936 |
|
|
¥ |
218,768 |
|
|
$ |
2,627 |
|
|
¥ |
296,851 |
|
Net income allocable to common stockholders |
|
$ |
1,821 |
|
|
¥ |
205,773 |
|
|
$ |
854 |
|
|
¥ |
96,502 |
|
Net income per share allocable to common stockholders: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
0.25 |
|
|
¥ |
28 |
|
|
$ |
0.24 |
|
|
¥ |
27 |
|
Diluted |
|
$ |
0.24 |
|
|
¥ |
27 |
|
|
$ |
0.23 |
|
|
¥ |
26 |
|
Weighted average shares outstanding in computing net income per share allocable to common stockholders |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
7,145,641 |
|
|
|
|
|
|
|
3,493,946 |
|
|
|
|
|
Diluted |
|
|
8,056,329 |
|
|
|
|
|
|
|
4,358,387 |
|
|
|
|
|
Other comprehensive income |
|
$ |
— |
|
|
¥ |
— |
|
|
$ |
— |
|
|
¥ |
— |
|
Comprehensive income |
|
$ |
3,757 |
|
|
¥ |
424,541 |
|
|
$ |
3,481 |
|
|
¥ |
393,353 |
|
7
(Units: thousands, except share data)
|
|
Convertible Preferred Stock |
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
Shares |
|
|
Amount |
|
|
Shares |
|
|
Amount |
|
|
Additional Paid-In Capital |
|
|
Retained Earnings |
|
|
Total Stockholders' Equity |
|
|||||||
Balances as of December 31, 2015 |
|
|
10,742,500 |
|
|
$ |
8,794 |
|
|
|
3,332,852 |
|
|
$ |
— |
|
|
$ |
298 |
|
|
$ |
148 |
|
|
$ |
9,240 |
|
|
|
|
— |
|
|
¥ |
993,722 |
|
|
|
— |
|
|
¥ |
— |
|
|
¥ |
33,674 |
|
|
¥ |
16,724 |
|
|
¥ |
1,044,120 |
|
Issuance of common stock upon exercise of stock options and vesting of early exercised options |
|
|
— |
|
|
$ |
— |
|
|
|
392,386 |
|
|
$ |
— |
|
|
$ |
76 |
|
|
$ |
— |
|
|
$ |
76 |
|
|
|
|
— |
|
|
¥ |
— |
|
|
|
— |
|
|
¥ |
— |
|
|
¥ |
8,588 |
|
|
¥ |
— |
|
|
¥ |
8,588 |
|
Stock-based compensation |
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
$ |
— |
|
|
$ |
439 |
|
|
$ |
— |
|
|
$ |
439 |
|
|
|
|
— |
|
|
¥ |
— |
|
|
|
— |
|
|
¥ |
— |
|
|
¥ |
49,607 |
|
|
¥ |
— |
|
|
¥ |
49,607 |
|
Net income |
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
3,481 |
|
|
$ |
3,481 |
|
|
|
|
— |
|
|
¥ |
— |
|
|
|
— |
|
|
¥ |
— |
|
|
¥ |
— |
|
|
¥ |
393,353 |
|
|
¥ |
393,353 |
|
Balances as of December 31, 2016 |
|
|
10,742,500 |
|
|
$ |
8,794 |
|
|
|
3,725,238 |
|
|
$ |
— |
|
|
$ |
813 |
|
|
$ |
3,629 |
|
|
$ |
13,236 |
|
|
|
|
— |
|
|
¥ |
993,722 |
|
|
|
— |
|
|
¥ |
— |
|
|
¥ |
91,869 |
|
|
¥ |
410,077 |
|
|
¥ |
1,495,668 |
|
Conversion of convertible preferred stock to common stock upon IPO |
|
|
(10,742,500 |
) |
|
$ |
(8,794 |
) |
|
|
10,742,500 |
|
|
$ |
2 |
|
|
$ |
8,792 |
|
|
$ |
— |
|
|
$ |
— |
|
|
|
|
— |
|
|
¥ |
(993,722 |
) |
|
|
— |
|
|
¥ |
226 |
|
|
¥ |
993,496 |
|
|
¥ |
— |
|
|
¥ |
— |
|
Issuance of common stock upon IPO, net of issuance costs |
|
|
— |
|
|
$ |
— |
|
|
|
1,520,000 |
|
|
$ |
— |
|
|
$ |
5,157 |
|
|
$ |
— |
|
|
$ |
5,157 |
|
|
|
|
— |
|
|
¥ |
— |
|
|
|
— |
|
|
¥ |
— |
|
|
¥ |
582,741 |
|
|
¥ |
— |
|
|
¥ |
582,741 |
|
Issuance of common stock upon exercise of over-allotment option, net of issuance costs |
|
|
— |
|
|
$ |
— |
|
|
|
228,000 |
|
|
$ |
— |
|
|
$ |
1,200 |
|
|
$ |
— |
|
|
$ |
1,200 |
|
|
|
|
— |
|
|
¥ |
— |
|
|
|
— |
|
|
¥ |
— |
|
|
¥ |
135,600 |
|
|
¥ |
— |
|
|
¥ |
135,600 |
|
Issuance of common stock upon exercise of stock options and vesting of early exercised options |
|
|
— |
|
|
$ |
— |
|
|
|
506,433 |
|
|
$ |
— |
|
|
$ |
170 |
|
|
$ |
— |
|
|
$ |
170 |
|
|
|
|
— |
|
|
¥ |
— |
|
|
|
— |
|
|
¥ |
— |
|
|
¥ |
19,210 |
|
|
¥ |
— |
|
|
¥ |
19,210 |
|
Issuance of common stock upon vesting of RSUs |
|
|
— |
|
|
$ |
— |
|
|
|
30,000 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
|
|
— |
|
|
¥ |
— |
|
|
|
— |
|
|
¥ |
— |
|
|
¥ |
— |
|
|
¥ |
— |
|
|
¥ |
— |
|
Stock-based compensation |
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
$ |
— |
|
|
$ |
1,448 |
|
|
$ |
— |
|
|
$ |
1,448 |
|
|
|
|
— |
|
|
¥ |
— |
|
|
|
— |
|
|
¥ |
— |
|
|
¥ |
163,624 |
|
|
¥ |
— |
|
|
¥ |
163,624 |
|
Net income |
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
3,757 |
|
|
$ |
3,757 |
|
|
|
|
— |
|
|
¥ |
— |
|
|
|
— |
|
|
¥ |
— |
|
|
¥ |
— |
|
|
¥ |
424,541 |
|
|
¥ |
424,541 |
|
Balances as of December 31, 2017 |
|
|
— |
|
|
$ |
— |
|
|
|
16,752,171 |
|
|
$ |
2 |
|
|
$ |
17,580 |
|
|
$ |
7,386 |
|
|
$ |
24,968 |
|
|
|
|
|
|
|
¥ |
— |
|
|
|
|
|
|
¥ |
226 |
|
|
¥ |
1,986,540 |
|
|
¥ |
834,618 |
|
|
¥ |
2,821,384 |
|
8
(Units: thousands, except share data)
|
|
Year Ended December 31, 2017 |
|
|
Year Ended December 31, 2016 |
|
||||||||||
|
|
$ |
|
|
¥ |
|
|
$ |
|
|
¥ |
|
||||
Cash Flows From Operating Activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
3,757 |
|
|
¥ |
424,541 |
|
|
$ |
3,481 |
|
|
¥ |
393,353 |
|
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
207 |
|
|
|
23,391 |
|
|
|
160 |
|
|
|
18,080 |
|
Stock-based compensation |
|
|
1,448 |
|
|
|
163,624 |
|
|
|
439 |
|
|
|
49,607 |
|
Write-off of long lived assets |
|
|
9 |
|
|
|
1,017 |
|
|
|
7 |
|
|
|
791 |
|
Deferred income taxes |
|
|
370 |
|
|
|
41,810 |
|
|
|
(193 |
) |
|
|
(21,809 |
) |
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts receivable |
|
|
(14 |
) |
|
|
(1,582 |
) |
|
|
(77 |
) |
|
|
(8,701 |
) |
Inventory |
|
|
(264 |
) |
|
|
(29,832 |
) |
|
|
(1,202 |
) |
|
|
(135,826 |
) |
Prepaid expenses and other current assets |
|
|
(705 |
) |
|
|
(79,665 |
) |
|
|
193 |
|
|
|
21,809 |
|
Other assets |
|
|
(18 |
) |
|
|
(2,034 |
) |
|
|
(23 |
) |
|
|
(2,599 |
) |
Accounts payable |
|
|
85 |
|
|
|
9,605 |
|
|
|
(791 |
) |
|
|
(89,383 |
) |
Accrued expenses |
|
|
180 |
|
|
|
20,340 |
|
|
|
200 |
|
|
|
22,600 |
|
Customer deposits |
|
|
(739 |
) |
|
|
(83,507 |
) |
|
|
(614 |
) |
|
|
(69,382 |
) |
Other liabilities |
|
|
43 |
|
|
|
4,859 |
|
|
|
28 |
|
|
|
3,164 |
|
Net cash provided by operating activities |
|
|
4,359 |
|
|
|
492,567 |
|
|
|
1,608 |
|
|
|
181,704 |
|
Cash Flows From Investing Activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase of property and equipment |
|
|
(170 |
) |
|
|
(19,210 |
) |
|
|
(346 |
) |
|
|
(39,098 |
) |
Net cash used in investing activities |
|
|
(170 |
) |
|
|
(19,210 |
) |
|
|
(346 |
) |
|
|
(39,098 |
) |
Cash Flows From Financing Activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from initial public offering, net of underwriter commission |
|
|
9,339 |
|
|
|
1,055,307 |
|
|
|
— |
|
|
|
— |
|
Net proceeds from exercise of stock options |
|
|
98 |
|
|
|
11,074 |
|
|
|
113 |
|
|
|
12,769 |
|
Payments of deferred offering costs |
|
|
(2,096 |
) |
|
|
(236,848 |
) |
|
|
(832 |
) |
|
|
(94,016 |
) |
Net cash provided by (used in) financing activities |
|
|
7,341 |
|
|
|
829,533 |
|
|
|
(719 |
) |
|
|
(81,247 |
) |
Net increase in cash and cash equivalents |
|
|
11,530 |
|
|
|
1,302,890 |
|
|
|
543 |
|
|
|
61,359 |
|
Cash and cash equivalents at beginning of period |
|
|
10,006 |
|
|
|
1,130,678 |
|
|
|
9,463 |
|
|
|
1,069,319 |
|
Cash and cash equivalents at end of period |
|
$ |
21,536 |
|
|
¥ |
2,433,568 |
|
|
$ |
10,006 |
|
|
¥ |
1,130,678 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Disclosure of Cash Flow Information |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid for income taxes |
|
$ |
2,585 |
|
|
¥ |
292,105 |
|
|
$ |
1,819 |
|
|
¥ |
205,547 |
|
Supplemental Disclosure of Noncash Investing and Financing Information |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Conversion of preferred stock to common stock upon initial public offering |
|
$ |
8,792 |
|
|
¥ |
993,496 |
|
|
$ |
— |
|
|
¥ |
— |
|
Vesting of early exercised options |
|
$ |
99 |
|
|
¥ |
11,187 |
|
|
$ |
76 |
|
|
¥ |
8,588 |
|
Property and equipment purchased but not yet paid |
|
$ |
21 |
|
|
¥ |
2,373 |
|
|
$ |
51 |
|
|
¥ |
5,763 |
|
Unpaid deferred offering costs |
|
$ |
— |
|
|
¥ |
— |
|
|
$ |
161 |
|
|
¥ |
18,193 |
|
9
Going Concern
Not applicable.
Basis of Consolidation and Accounting Standards
The Company’s consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, and have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”). All intercompany balances and transactions have been eliminated. The functional currency of each of the Company’s subsidiaries is the U.S. dollar. Foreign currency gains or losses are recorded as other income (expense) in the Consolidated Statements of Operations.
Segment Information
The Company’s chief operating decision maker, the chief executive officer, reviews financial information presented on a consolidated basis for purposes of regularly making operating decisions and assessing financial performance. Accordingly, the Company considers itself to be in one reportable segment, which is comprised of one operating segment, the designing, marketing and selling of mixed-signal integrated circuits for the security surveillance and automotive markets.
Product revenue from customers is designated based on the geographic region to which the product is delivered. Revenue by geographic region was as follows (in thousands):
|
|
Year Ended |
|
|||||
|
|
December 31, |
|
|||||
|
|
2017 |
|
|
2016 |
|
||
China |
|
$ |
26,453 |
|
|
$ |
23,815 |
|
South Korea |
|
|
2,857 |
|
|
|
1,600 |
|
Taiwan |
|
|
821 |
|
|
|
1,214 |
|
Other |
|
|
1,011 |
|
|
|
527 |
|
Total revenue |
|
$ |
31,142 |
|
|
$ |
27,156 |
|
Revenue by principal product lines were as follows (in thousands):
|
|
Year Ended |
|
|||||
|
|
December 31, |
|
|||||
|
|
2017 |
|
|
2016 |
|
||
Security surveillance |
|
$ |
28,143 |
|
|
$ |
26,531 |
|
Automotive |
|
|
2,999 |
|
|
|
625 |
|
Total revenue |
|
$ |
31,142 |
|
|
$ |
27,156 |
|
Net Income Per Share
For the periods presented prior to the Company’s IPO, basic and diluted net income per common share are presented in conformity with the two-class method required for participating securities. Prior to the closing of the Company’s IPO, all outstanding shares of its Series Seed, Series A, and Series B convertible preferred shares, which were participating securities, were converted to common stock on a one-to-one basis. The common stock issued for the conversion of 10,742,500 preferred shares were included in calculation of the weighted average shares outstanding for the year ended December 31, 2017.
The following table presents the calculation of basic and diluted net income per share (amounts in thousands, except per share data):
10
|
|
Year Ended |
|
|||||
|
|
December 31, |
|
|||||
|
|
2017 |
|
|
2016 |
|
||
Numerator: |
|
|
|
|
|
|
|
|
Basic: |
|
|
|
|
|
|
|
|
Net income |
|
$ |
3,757 |
|
|
$ |
3,481 |
|
Net income allocable to preferred stockholders |
|
|
1,936 |
|
|
|
2,627 |
|
Net income allocable to common stockholders |
|
|
1,821 |
|
|
|
854 |
|
Diluted: |
|
|
|
|
|
|
|
|
Net income |
|
|
3,757 |
|
|
|
3,481 |
|
Net income allocable to preferred stockholders |
|
|
1,823 |
|
|
|
2,477 |
|
Net income allocable to common stockholders |
|
|
1,934 |
|
|
|
1,004 |
|
Denominator: |
|
|
|
|
|
|
|
|
Basic shares: |
|
|
|
|
|
|
|
|
Weighted average shares outstanding in computing basic net income per share allocable to common stockholders |
|
|
7,145,641 |
|
|
|
3,493,946 |
|
Diluted shares: |
|
|
|
|
|
|
|
|
Effect of potentially dilutive securities: |
|
|
|
|
|
|
|
|
Stock options (1) |
|
|
910,688 |
|
|
|
864,441 |
|
Weighted average shares used in computing diluted net income per common share allocable to common stockholders |
|
|
8,056,329 |
|
|
|
4,358,387 |
|
Net income per common share: |
|
|
|
|
|
|
|
|
Basic |
|
$ |
0.25 |
|
|
$ |
0.24 |
|
Diluted |
|
$ |
0.24 |
|
|
$ |
0.23 |
|
(1) |
Including early-exercised options. |
11