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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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


 

(2)

Consolidated Financial Position

(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

 

 


 

1.

Due to codification revisions: None

 

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.

 

 

 


Appendix Index

 

 

 

Page

1.

Management’s Discussion and Analysis of:

 

(1)

Financial Condition and Results of Operations

2

(2)

Liquidity and Capital Resources

3

(3)

Forecast for the Year Ending December 31, 2018

4

(4)

Dividends

5

 

 

 

2.

Accounting Standards

5

 

 

 

3.

Consolidated Financial Statements and Supplementary Data (Unaudited)

 

(1)

Consolidated Balance Sheets

6

(2)

Consolidated Statements of Operations

7

(3)

Consolidated Statements of Stockholders’ Equity

8

(4)

Consolidated Statements of Cash Flows

9

(5)

Notes to Consolidated Financial Statements

10

 

 

 

 

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

 


 

1.

Management’s Discussion and Analysis

 

 

(1)

Comparison of the Year Ended December 31, 2017 and December 31, 2016

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

 


Provision for income taxes

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.

 

(2)

Liquidity and Capital Resources

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

 


 

(3)

Forecast for the Year Ending December 31, 2018

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.

 

(4)

Dividends

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.

 

 

2.

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”).  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.  

 

 

3.


5

 


 

Consolidated Financial Statements and Supplementary Data (Unaudited)

 

 

(1)

Consolidated Balance Sheets

(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

 


 

 

(2)

Consolidated Statements of Operations

(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

 


 

 

(3)

Consolidated Statements of Stockholders’ Equity

(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

 


 

 

(4)

Consolidated Statements of Cash Flows

(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

 


 

(5)

Notes to Consolidated Financial Statements

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