UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F
| REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
OR
| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the fiscal year ended December 31 , 2023
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from to
OR
| SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
Date of event requiring this shell company report
Commission file number 001-35135
(Exact name of Registrant as specified in its charter)
Not Applicable
(Translation of Registrant’s name into English)
French Republic
(Jurisdiction of incorporation or organization)
(Address of principal executive offices)
Chairman and Chief Executive Officer
Sequans Communications S.A.
Telephone: +33 1 70 72 16 00
Facsimile: +33 1 70 72 16 09
(Name, telephone, e-mail and/or facsimile number and address of company contact person)
Securities registered or to be registered pursuant to Section 12(b) of the Act.
| Title of each class | Symbol | Name of each exchange on which registered | ||||||
| * | Not for trading, but only in connection with the registration of American Depositary Shares. | ||||
Securities registered or to be registered pursuant to Section 12(g) of the Act.
Not Applicable
(Title of Class)
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.
Not Applicable
(Title of Class)
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.
Ordinary shares, nominal value €0.01 per share: 246,262,004 as of December 31, 2023
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ¨ Yes þ No
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ¨ No þ
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated file, a non-accelerated filer, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, and "emerging growth company" in Rule 12b-2 of the Exchange Act.:
Large accelerated filer ¨ Accelerated filer þ
Non-accelerated filer ¨ Emerging growth company ¨
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ¨
† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes þ No ¨
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). ¨
Indicate by check mark which basis for accounting the registrant has used to prepare the financing statements included in this filing:
U.S. GAAP ¨ | by the International Accounting Standards Board þ | Other ¨ | ||||||||||||
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. ¨ Item 17 ¨ Item 18
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No þ
SEQUANS COMMUNICATIONS S.A.
________________________________________________
FORM 20-F
ANNUAL REPORT FOR THE FISCAL YEAR ENDED DECEMBER 31, 2023
_________________________________________________
TABLE OF CONTENTS
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INTRODUCTION
Unless otherwise indicated, “Sequans Communications S.A.”, “Sequans Communications”, “the Company”, “we”, “us” and “our” refer to Sequans Communications S.A. and its consolidated subsidiaries.
In this annual report, references to the “euro” or “€” are to the euro currency of the European Union and references to “U.S. dollars” or “$” are to United States dollars.
Reference to “the Shares” are references to Sequans Communications’ Ordinary Shares, nominal value €0.01 per share, and references to “the ADSs” are to Sequans Communications’ American Depositary Shares (each representing four Ordinary Shares), which are evidenced by American Depositary Receipts (ADRs).
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This annual report contains projections and forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, that are based on our management’s beliefs and assumptions and on information currently available to our management. All statements other than present and historical facts and conditions contained in this annual report on Form 20-F, including statements regarding our future results of operations and financial positions, business strategy, financing plans, including our ability to issue additional equity or debt to finance our continued operations, our ability to enter into new strategic agreements, the exploration of strategic options, expectations for Massive IoT sales, the impact of inventory in our customers' supply chain on customer demand, our ability to convert our pipeline to revenue, our ability to maintain the NYSE listing of our ADS, and our objectives for future operations, are forward looking statements. These statements are only predictions and reflect our current beliefs and expectations with respect to future events and are based on assumptions and subject to risk and uncertainties and subject to change at any time. We operate in a very competitive and rapidly changing environment. New risks emerge from time to time. Given these risks and uncertainties, you should not place undue reliance on these forward-looking statements. Actual events or results may differ materially from those contained in the projections or forward-looking statements. Some of the factors that could cause actual results to differ materially from the forward-looking statements contained herein include, without limitation:
•our ability to enter into a strategic transaction or secure financing necessary to continue to operate our business;
•the contraction or lack of growth of markets in which we compete and in which our products are sold;
•unexpected increases in our expenses resulting from inflationary pressures and rising interest rates, including manufacturing and operating expenses and interest expense;
•our inability to adjust spending quickly enough to offset any unexpected revenue shortfall;
•delays or cancellations in spending by our customers;
•unexpected average selling price reductions;
•the significant fluctuation to which our quarterly revenue and operating results are subject due to cyclicality in the wireless communications industry and transitions to new process technologies;
•our inability to anticipate the future market demands and future needs of our customers;
•our inability to achieve new design wins or for design wins to result in shipments of our products at levels and in the timeframes we currently expect;
•our inability to enter into and execute on strategic alliances;
•our ability to meet performance milestones under strategic license agreements;
•the impact of component shortages, suppliers’ lack of production capacity, natural disasters or pandemics on our sourcing operations and supply chain;
•the impact of the Ukraine-Russia conflict on our independent contractors located in Ukraine and the Israeli-Hamas conflict on our employees located in Israel;
•our ability to raise debt and equity financing; and
•other factors detailed in documents we file from time to time with the Securities and Exchange Commission.
In some cases, you can identify forward-looking statements by terms such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “will,” “would” as well as similar expressions. Forward-looking statements reflect our current views with respect to future events, are based on assumptions and are subject to risks, uncertainties and other important factors. We operate in a very competitive and rapidly changing environment. New risks emerge from time to time. We cannot assure you that our plans, intentions or expectations
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will be achieved. Our actual results, performance or achievements could differ materially from those contemplated, expressed or implied by the forward-looking statements contained in this prospectus supplement as described in “Item 3.D—Risk Factors”, “Item 4—Information on the Company” and “Item 5—Operating and Financial Review and Prospects”. Given these risks, uncertainties and other important factors, you should not place undue reliance on these forward-looking statements. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements set forth in this annual report. Also, these forward-looking statements represent our estimates and assumptions only as of the date such forward-looking statements are made. Except as required by law, we assume no obligation to update any forward-looking statements publicly, whether as a result of new information, future events or otherwise.
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PART I
Item 1. Identity of Directors, Senior Management and Advisers
Not applicable.
Item 2. Offer Statistics and Expected Timetable
Not applicable.
Item 3. Key Information
A. Selected Financial Data
[Reserved]
B. Capitalization and Indebtedness
Not applicable.
C. Reasons for the Offer and Use of Proceeds
Not applicable.
D. Risk Factors
Our business faces significant risks. You should carefully consider all of the information set forth in this annual report and in our other filings with the United States Securities and Exchange Commission (“SEC”), including the following risk factors which we face, and which are faced by our industry. Our business, financial condition or results of operations could be materially adversely affected by any of these risks. This report also contains forward-looking statements that involve risks and uncertainties. Our results could materially differ from those anticipated in these forward-looking statements, as a result of certain factors including the risks described below and elsewhere in this report and our other SEC filings. See “Special Note Regarding Forward-Looking Statements” on page 1.
Risk Factor Summary
Risks Related to Our Business and Industry
•We need to enter into a strategic transaction or raise significant equity or debt financing in the near term to continue to operate our business.
•We have a history of losses and may not achieve or sustain profitability in the future.
•Our industry is subject to rapid technological change.
•If we are unable to effectively manage our business through periods of economic or market slow-down and any subsequent future growth, we may not be able to execute our business plan.
•If we fail to successfully develop, commercialize, produce and sell our module product line, our business, revenue and operating results may be harmed.
•We depend on a small number of customers for a significant portion of our revenue.
•Our customers may cancel their orders, change production quantities or delay production, and if we fail to forecast demand for our products accurately, we may incur product shortages, delays in product shipments or excess or insufficient product inventory, which could harm our business.
•If customers do not design our semiconductor solutions into their product offerings, our business would be harmed.
•If we are unable to compete effectively, we may not increase or maintain our revenue or market share.
•If we experience material changes to the competitive structure of our industry, we may not increase or sustain our revenue or market share.
•Our business may be impacted by political events, war, terrorism, business interruptions and other geopolitical events and uncertainties beyond our control, including the Russian-Ukraine and the Israeli-Hamas conflicts.
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•We have significant ongoing capital requirements.
•The average selling prices of our semiconductor solutions have historically decreased over time.
•The semiconductor and communications industries have historically experienced significant fluctuations with prolonged downturns.
•The complexity of our semiconductor solutions could result in unforeseen delays or expenses from undetected defects or design errors in hardware or software.
•We are subject to risks inherent in our international operations.
•We depend on the commercial deployment of 4G LTE narrow band variants and 5G communications equipment, products and services to grow our business.
•Rapidly changing standards could make our semiconductor solutions obsolete.
•Changes in current laws or regulations or the imposition of new laws or regulations could impede the sale of our products or otherwise harm our business.
•Fluctuations in foreign exchange rates may harm our financial results.
•Our global operations are subject to risks for which we may not be adequately insured.
Risks Related to the Manufacture of Our Products
•Global supply chain constrains may negatively impact our business.
•Certain natural disasters may negatively impact our business.
•We depend on one independent foundry to manufacture our semiconductor wafers and do not have a long-term agreement with such foundry.
•If our foundry vendor does not achieve satisfactory yields or quality, our reputation and customer relationships could be harmed.
•We depend on one technology partner to provide components for and to manufacture the Monarch SiP.
•Any increase in the manufacturing cost of our products would reduce our gross margins and operating profit.
•We outsource our assembly, testing, warehousing and shipping operations to third parties.
•We may experience difficulties in transitioning to new wafer fabrication process technologies or in achieving higher levels of design integration.
Risks Related to Intellectual Property Rights
•We or our customers may be required to obtain licenses for certain so-called “standard essential patents” in order to comply with applicable standards.
•We may not be able to obtain, or may choose not to obtain, sufficient intellectual property rights to provide us with meaningful protection or commercial advantage.
•Assertions by third parties of infringement by us or our customers of their intellectual property rights could result in significant costs and cause our operating results to suffer.
•Any potential dispute involving our patents or other intellectual property could also include our industry partners and customers, which could trigger our indemnification obligations to them and result in substantial expense to us.
•Our failure to comply with obligations under open source licenses could require us to release our source code to the public or cease distribution of our products.
Risks Related to Our Internal Control Over Financial Reporting
•We are required to document and test our internal control procedures and to provide a report by management on internal control over financial reporting.
Risks Related to Ownership of Our Shares and ADSs
•We are not in compliance with the Continued Listing Criteria of the New York Stock Exchange (NYSE), and our failure to regain compliance may result in the delisting of our ADSs.
•Fluctuations in our operating results on a quarterly or annual basis and difficulty predicting our quarterly operating results could cause the market price of the ADSs to decline.
•If securities or industry analysts cease to publish research reports about us or our industry, or if they adversely change their recommendations regarding the ADSs.
•If we raise additional capital in the future, your ownership in us could be diluted.
•We have no present intention to pay dividends on our ordinary shares in the foreseeable future.
•You may not be able to exercise your right to vote the ordinary shares underlying your ADSs.
•As a foreign private issuer, we are exempt from certain rules under the U.S. securities laws and are permitted to file less information with the SEC than a U.S. company, which may limit the information available to holders of the ADSs.
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•As a foreign private issuer, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from NYSE corporate governance listing standards.
•U.S. holders of the ADSs may suffer adverse tax consequences if we are characterized as a Passive Foreign Investment Company.
•We may be subject to legal actions that could distract our management and increase costs.
•You may be unable to recover in civil proceedings for U.S. securities laws violations.
•ADSs holders may not be entitled to a jury trial with respect to claims arising under the deposit agreement.
•The rights of shareholders in companies subject to French corporate law differ in material respects from the rights of shareholders of corporations incorporated in the United States.
•Our by-laws and French corporate law contain provisions that may delay or discourage a takeover attempt.
•The exercise or conversion of outstanding stock options, founders' warrants, restricted shares, warrants and convertible notes into ordinary shares will dilute the percentage ownership of our other shareholders.
Risks Relating to Our Indebtedness
•Our indebtedness and liabilities could limit the cash flow available for our operations, expose us to risks that could adversely affect our business, financial condition and results of operations and impair our ability to satisfy our obligations under the notes.
•We may be unable to raise the funds necessary to repurchase our convertible notes for cash following a change of control, or to pay any cash amounts due upon conversion, and our other indebtedness may limit our ability to repurchase the convertible notes or pay cash upon its conversion.
•Provisions in the notes could delay or prevent an otherwise beneficial takeover of us.
General Risks
•The loss of any of our key personnel could seriously harm our business.
•Adverse outcomes in tax disputes could subject us to tax assessments and potential penalties.
•Our business and operations could suffer in the event of security breaches.
•Changes in International Financial Reporting Standards (“IFRS”) could adversely affect our financial results and may require significant changes to our internal accounting systems and processes.
•In preparing our financial statements we make certain assumptions, judgments and estimates that affect amounts reported in our consolidated financial statements, which, if not accurate, may significantly impact our financial results.
Risks Related to Our Business and Industry
We need to enter into a strategic transaction or raise significant equity or debt financing in the near term. If we fail to do so, we may be unable to continue to operate our business and may need to seek a court ordered restructuring.
We entered into a Memorandum of Understanding (“MoU”) in August 2023 to be acquired by Renesas Electronics Corporation (“Renesas”). We incurred a significant amount of debt to operate our business during the pending tender offer, and our business suffered due, in part, to uncertainty raised by the pending acquisition. Renesas terminated the MoU in February 2024 due to the receipt of an adverse Japanese tax ruling. The termination of the MoU has created significant liquidity concerns and raised substantial doubt about our ability to continue to operate absent a new strategic transaction or financing in the near term. We were not able to pay our outstanding notes due in April 2024 and will not be able to pay the outstanding notes due in May 2024, but have negotiated standstill agreements with our major lenders until April 26, 2024. The agreements may be further extended subject to certain milestones being met; the request for the extension of the agreements is in process as of this date, however there can be no assurance of the length of the extension, if any.
We are in discussions with several parties regarding potential strategic transactions, but we may not be able to enter into a definitive agreement in sufficient time. Even if we are able to enter into a definitive agreement, there is no certainty that a transaction will ultimately close or that we will be able to raise bridge financing and extend the standstill for our major lenders to continue to operate our business until the transaction closes. If we are not able to enter into a strategic transaction for the sale of the company or a major licensing transaction in the near term and raise substantial new equity or debt financing, we may not be able to continue to operate our business and may need to seek a court ordered restructuring. Any restructuring would likely have a significant impact on the value of our ordinary shares and ADSs.
We have a history of losses and we may not achieve or sustain profitability in the future, on a quarterly or annual basis.
We were established in 2003 and began operations in 2004, and have incurred losses on an annual basis since inception. We experienced net losses of $9.0 million and $41.0 million in 2022 and 2023, respectively. At December 31, 2023, our
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accumulated deficit was $93.4 million. If we are able to address our immediate liquidity needs, we still expect to continue to incur significant expense related to the development of our 5G products and expansion of our business. Additionally, we may encounter unforeseen difficulties, complications, product delays and other unknown factors that require additional expense. As a result of these expenditures, we will have to generate and sustain substantially increased revenue to achieve profitability. If we do not, we may not be able to achieve or maintain profitability, and we may continue to incur significant losses in the future.
These facts and conditions raise substantial doubt about our ability to continue as a going concern, and our independent registered public accounting firm has included an explanatory paragraph regarding going concern qualification in its audit report. The failure to raise additional equity may have a material adverse effect on our business, results of operations and financial position, and may adversely affect our ability to continue as a going concern. If we do not become consistently profitable, our accumulated deficit will grow larger and our cash balances will decline further, and we will require further financings to continue operations. Any such financings may not be accessible on acceptable terms, if at all. If we are unable to
to stabilize our losses and raise new financing, we could be required to significantly downsize or discontinue our business or
seek a court ordered restructuring.
Our industry is subject to rapid technological change that could result in decreased demand for our products and those of our customers, or result in new specifications or requirements for our products, each of which could negatively affect our revenues, margins and operating results.
The markets in which we and our customers compete or plan to compete are characterized by rapidly changing technologies and industry standards and technological obsolescence, including the evolving trends in IoT and the emergence of 5G. Our ability to compete successfully depends on our ability to design, develop, manufacture, assemble, test, market and support new products and enhancements on a timely and cost-effective basis. A fundamental shift in technologies in any of our target markets could harm our competitive position within these markets. In addition, such shifts can cause a significant decrease in our revenues and adversely affect our operating results. Our failure to anticipate these shifts, to develop new technologies or to react to changes in existing technologies could materially delay our development of new products, which could result in product obsolescence, decreased revenue and a loss of design wins. The development of new technologies and products generally requires substantial investment before they are commercially viable. We intend to continue to make substantial investments in developing new technologies and products, including our 5G products, and it is possible that our development efforts will not be successful and that our new technologies and products will not be accepted by customers or result in meaningful revenue. If the semiconductor solutions we develop fail to meet market or customer requirements or expectations, or do not achieve market acceptance, our operating results and competitive position would suffer.
Our success and the success of our new products will depend on accurate forecasts of future technological developments, customer and consumer requirements and long-term market demand, as well as on a variety of specific implementation factors, including:
•accurate prediction of the size and growth of the 4G and 5G markets;
•accurate prediction of changes in device manufacturer requirements, technology, industry standards or consumer expectations, demands and preferences;
•accurate prediction of the growth of the Internet of Things markets and 5G networks;
•timely and efficient completion of process design and transfer to manufacturing, assembly and testing, and securing sufficient manufacturing capacity to allow us to continue to timely and cost-effectively deliver products to our customers;
•market acceptance, adequate consumer demand and commercial production of the products in which our semiconductor solutions are incorporated;
•the quality, performance, functionality and reliability of our products as compared to competing products and technologies; and
•effective marketing, sales and customer service.
The markets for our semiconductor solutions are characterized by frequent introduction of next generation and new products with new features and functionalities, short product life cycles in the case of consumer products and significant price competition. If we or our customers are unable to manage product transitions in a timely and cost-effective manner, our business and results of operations would suffer. In addition, frequent technology changes and introduction of next generation products may result in inventory obsolescence, which could reduce our gross margins and harm our operating performance. If we fail to timely introduce new products that meet the demands of our customers or our target markets, or if we fail to penetrate new markets, our revenue will decrease, and our financial condition would suffer.
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If we are unable to effectively manage our business through periods of economic or market slow-down and any subsequent future growth, we may not be able to execute our business plan and our operating results could suffer.
Our future operating results depend to a large extent on our ability to successfully manage our business through periods of economic or market slow-down, and periods of subsequent expansion and growth. To manage our growth successfully, we believe we must, among other things, effectively:
•recruit, hire, train and manage additional qualified engineers for our research and development activities, especially in the positions of design engineering, product and test engineering, and applications engineering;
•add additional sales personnel and expand sales offices;
•add additional finance and information systems personnel;
•implement and improve our administrative, financial and operational systems, procedures and controls; and
•enhance our information technology support for enterprise resource planning and design engineering by adapting and expanding our systems and tool capabilities, and properly training new hires as to their use.
Furthermore, to remain competitive and manage future expansion and growth, we must carry out extensive research and development, which requires significant capital investment. New competitors, technological advances in the semiconductor industry or by competitors, our entry into new markets, or other competitive factors may require us to invest significantly greater resources than we anticipate. If we are required to invest significantly greater resources than anticipated without a corresponding increase in revenue, our operating results could decline. Additionally, our periodic research and development expenses may be independent of our level of revenue, which could negatively impact our financial results. Finally, there can be no guarantee that our research and development investments will result in products that create additional revenue.
During periods of economic or market slow-down, we must also effectively manage our expenses to preserve our ability to carry out such research and development. We are likely to incur product and market development costs earlier than some of the anticipated benefits, and the return on these investments, if any, may be lower, may develop more slowly than we expect, or may not materialize at all, which could harm our operating results. Since 2020, we have dedicated a large portion of our operating expenses to our development of 5G products, which we do not expect will result in significant product revenues before late 2025.
If we are unable to manage our business during both periods of economic or market slow-down and periods of growth effectively, we may not be able to take advantage of market opportunities or develop new products, and we may fail to satisfy customer requirements, maintain product quality, execute our business plan or respond to competitive pressures, any of which could harm our operating results.
If we fail to successfully develop, commercialize, produce and sell our module product line, our business, revenue and operating results may be harmed.
Our modules incorporate many components in addition to our chipsets. We may lack the purchasing power to acquire at competitive prices certain components required to produce modules, and we do not expect to be able to command selling prices for those modules that allow us to maintain traditional semiconductor-only margins for the full module. Currently, and in the coming year at least, modules could represent a large portion of our revenue mix, which would negatively impact our overall gross margin. Certain large customers may decide to buy the modules directly from the manufacturers who purchase our chipsets, rather than us, in order to reduce their costs. This may result in a reduction of our revenue and gross profit, but an improvement of overall gross margin percentage, compared to the case where we sell the modules ourselves.
Module components may be sourced from numerous different suppliers. Some of these components have been and may periodically be in short supply or be subject to long lead times, which could affect our ability to meet customer demand for our modules, therefore delaying our revenue. In addition, we rely on various contract manufacturers to produce our modules. If these manufacturers encounter any issues with production capacity, quality or reliability of their products, it could adversely affect our revenue and our reputation in the market. If our ability to expand our product platform is significantly delayed or if we are unable to leverage our module as expected, our business and financial condition could be materially and adversely affected.
If customers request from us, and we agree to provide, a wide variety of module variants or stock-keeping units, or SKUs, to support different operators or different end-applications, our expenses associated with developing, sourcing and certifying our module products would increase. In addition, managing supply and demand across multiple SKUs may increase the possibility that we will under-or over-forecast a given SKU, resulting in either delayed revenue or excess inventory.
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Participating in the module business could create a perception among our customers that we are competing with them if they are also in the module business, which could impair our chipset business prospects with such customers. The module can be considered an end product with full 4G LTE functionality; therefore, there is market pressure for us to sell our modules with standard essential IP indemnification from manufacturers of products not normally incorporating a communication function. We intend to seek license agreements for the module in order to offer standard indemnification to our manufacturing partners, but there can be no assurance that we will be successful in obtaining licenses for standard essential IP on acceptable terms.
We depend on a small number of customers for a significant portion of our revenue. If we fail to retain or expand customer relationships, our business could be harmed.
A significant amount of our total revenue is attributable to a small number of customers, and we anticipate that this will continue to be the case for the foreseeable future. These customers may decide not to purchase our semiconductor solutions and services at all, to purchase fewer semiconductor solutions and services than they did in the past or to alter the terms on which they purchase our products and services. In addition, to the extent that any customer represents a disproportionately high percentage of our accounts receivable, our exposure to that customer is further increased should they be unable or choose not to pay such accounts receivable on a timely basis or at all.
Our top ten customers accounted for 92%, 95% and 92% of our total revenue in 2021, 2022 and 2023 respectively; four customers each accounted for more than 10% of our total revenue in 2021 and 2022, and two customers each accounted for more than 10% of our total revenue in 2023. The following table summarizes customers representing a significant portion of total revenue:
| Customer | % of total revenues for the year ended December 31, | % of our trade receivable at December 31, | ||||||||||||||||||||||||
| 2021 | 2022 | 2023 | 2023 | |||||||||||||||||||||||
| A | — | % | 33 | % | 56 | % | 40 | % | ||||||||||||||||||
| B | 13 | % | 11 | % | 16 | % | — | % | ||||||||||||||||||
| C | Less than 10% | 24 | % | Less than 10% | — | % | ||||||||||||||||||||
| D | 23 | % | 14 | % | — | % | — | % | ||||||||||||||||||
| E | 23 | % | Less than 10% | Less than 10% | — | % | ||||||||||||||||||||
| F | 14 | % | Less than 10% | Less than 10% | 11 | % | ||||||||||||||||||||
We expect that some of these customers, particularly those above 10% during 2023, could each continue to represent at least 10% of our revenue in 2024 given the long product design and life cycles in our markets and the nature of long-term service contracts. The loss of any significant customer, a significant reduction in sales we make to them in general or during any period, or any issues with collection of receivables from customers would harm our financial condition and results of operations. Furthermore, we must obtain orders from new customers on an ongoing basis to increase our revenue and grow our business. If we fail to expand our customer relationships, our business could be harmed.
Consolidation among our customers could also lead to increased customer bargaining power, or reduced customer spending. Further, new business may be delayed if a key customer uses its leverage to push for terms that are worse for us and we nonetheless continue to negotiate for better terms, in which case revenue in any particular quarter or year may fail to meet expectations. Also, the loss of any of these customers or the failure to secure new contracts with these customers could further increase our reliance on our remaining customers. Further, if any of our key customers default, declare bankruptcy or otherwise delay or fail to pay amounts owed, or we otherwise have a dispute with any of these customers, our results of operations would be negatively affected in the short term and possibly the long term. These customers may seek to renegotiate pre-existing contractual commitments due to adverse changes in their own businesses or, in some cases, take advantage of contractual provisions that permit the suspension of contracted work for some period if their business experiences a financial hardship, which would harm our operating results. To the extent our customers experience liquidity constraints, we may incur bad debt expense, which may have a significant impact on its results of operations. Major customers may also seek pricing, payment, intellectual property-related, or other commercial terms that are less favorable to us, which may have a negative impact on our business, cash flow, revenue and gross margins. In addition, these events could cause significant fluctuations in results of operations because our expenses are fixed in the short term and it takes us a long time to replace customers or reassign resources.
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Our customers may cancel their orders, change production quantities or delay production, and if we fail to forecast demand for our products accurately, we may incur product shortages, delays in product shipments or excess or insufficient product inventory, which could harm our business.
We do not have firm, long-term purchase commitments from our customers. Substantially all of our sales are made on a purchase order basis, and in most cases, our customers are not contractually committed to buy any quantity of products from us beyond firm purchase orders. Additionally, customers may cancel, change or delay purchase orders already in place under certain conditions. Because production lead times often exceed the amount of time required to fulfill orders, we often must manufacture in advance of orders, relying on an imperfect demand forecast to project volumes and product mix. Our ability to accurately forecast demand can be harmed by a number of factors, including inaccurate forecasting by our customers, changes in market conditions, changes in our product order mix and demand for our customers’ products. Even after an order is received, our customers may cancel these orders or request a decrease in production quantities if certain lead times are respected. Any such cancellation or decrease subjects us to a number of risks, most notably, that our projected sales will not materialize on schedule or at all, leading to unanticipated revenue shortfalls and excess or obsolete inventory, which we may be unable to sell to other customers. Alternatively, if we are unable to project customer requirements accurately, we may not manufacture enough semiconductor solutions, which could lead to delays in product shipments and lost sales opportunities in the near term, as well as force our customers to identify alternative sources, which could affect our ongoing relationships with these customers. We have in the past had customers significantly increase their requested production quantities with little or no advance notice. If we do not fulfill customer demands in a timely manner, our customers may cancel their orders, and we may be subject to customer claims for cost of replacement. Underestimating or overestimating demand would lead to insufficient, excess or obsolete inventory and could harm our operating results, cash flow and financial condition, as well as our relationships with our customers and our reputation in the marketplace.
If customers do not design our semiconductor solutions into their product offerings, or if our customers’ product offerings are not commercially successful, our revenue and our business would be harmed.
We sell our semiconductor solutions directly to OEMs who include them in their products, and to ODMs who include them in their products that they supply to OEMs. As a result, we rely on OEMs to design our semiconductor solutions into the products they sell. Because our semiconductor solutions are generally a critical component of our customers’ products, they are typically incorporated into our customers’ products at the design stage, and the design cycle typically takes at least 12 months and frequently much more to complete before generating sales of our products. Without these design wins, our revenue and our business would be significantly harmed. We often incur significant expenditures on the development of a new semiconductor solution without any assurance that an OEM will select our semiconductor solution for design into its own product. Because the types of semiconductor solutions we sell are a critical aspect of an OEM’s product, once an OEM designs a competitor’s semiconductor into its product offering, it becomes significantly more difficult for us to sell our semiconductor solutions to that customer for a particular product offering as changing suppliers involves significant cost, time, effort and risk for the customer. Further, if we are unable to develop new products in a timely manner for inclusion in such products, or if major defects or errors that might significantly impair performance or standards compliance are found in our products after inclusion by an OEM, OEMs will be unlikely to include our semiconductor solutions into their products and our reputation in the market and future prospects would be harmed.
Furthermore, even if an OEM designs one of our semiconductor solutions into its product offering, we cannot be assured that its product will be commercially successful and that we will receive any revenue from that OEM. This risk is heightened because some of our customers, particularly in the massive Internet of Things markets, do not have significant experience designing products utilizing 4G technology. If our customers’ products incorporating our semiconductor solutions fail to meet the demands of their customers or otherwise fail to achieve market acceptance, our revenue and business would be harmed.
If we are unable to compete effectively, we may not increase or maintain our revenue or market share, which would harm our business.
We may not be able to compete successfully against current or potential competitors. If we do not compete successfully, our revenue and market share may decline. We face or expect to face competition from established semiconductor companies such as Altair Semiconductor (a Sony Corporation subsidiary), HiSilicon Technologies (a Huawei subsidiary), Mediatek, Nordic Semiconductor, Qualcomm Incorporated, RDA, Samsung Electronics Co. Ltd. and Unisoc (formerly Spreadtrum Communications), as well as smaller actors in the market such as GCT Semiconductor. Many of our competitors have longer operating histories, significantly greater resources and name recognition, and a larger base of existing customers than us. The significant resources of these larger competitors may allow them to respond more quickly than us to new or emerging
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technologies or changes in customer requirements or to bring new products to market in a more timely manner than us. For example, some competitors may have greater access or rights to complementary technologies, including GNSS (GPS), Bluetooth, sensors, graphic processing, etc., and we may need to develop or acquire complementary technologies or partner with others to bring to market solutions that integrate enhanced functionalities. We expect to pursue such transactions or partnerships if appropriate opportunities arise. However, we may not be able to identify suitable transactions or partners in the future, or if we do identify such transactions or partners, we may not be able to complete them on commercially acceptable terms, or at all. In addition, these competitors may have greater credibility with our existing and potential customers. Many of these competitors are located in Asia or have a significant presence and operating history in Asia and, as a result, may be in a better position than we are to work with manufacturers and customers located in Asia. Many of our competitors have been doing business with customers for a longer period of time and have well-established relationships, which may provide them with advantages, including access to information regarding future trends and requirements that may not be available to us. In addition, some of our competitors may provide incentives to customers or offer bundled solutions with complementary products, which could be attractive to some customers, or adopt more aggressive pricing policies, which may make it difficult for us to gain or maintain market share.
Our ability to compete effectively will depend on a number of factors, including:
•our ability to anticipate market and technology trends and successfully develop products that meet market needs;
•our ability to deliver products in large volume on a timely basis at competitive prices;
•our success in identifying and penetrating new markets, applications and customers;
•our ability to accurately understand the price points and performance metrics of competing products in the market;
•our products’ performance and cost-effectiveness relative to those of our competitors;
•our ability to develop and maintain relationships with key customers, wireless carriers, OEMs and ODMs;
•our ability to secure sufficient high-quality supply for our products;
•our ability to conform to industry standards while developing new and proprietary technologies to offer products and features previously not available in the 4G and 5G markets;
•our ability to develop or acquire complementary technologies or to partner with others to bring to market products with enhanced functionalities; and
•our ability to recruit design and application engineers with expertise in wireless broadband communications technologies and sales and marketing personnel.
Our current or future competitors may establish cooperative relationships among themselves or with third parties. In addition, there has been consolidation within our industry over the past several years, notably the acquisition of smaller competitors by larger competitors with significantly greater resources than ours. These events may result in the emergence of new competitors with greater resources and scale than ours that could acquire significant market share, which could result in a decline of our revenue and market share. Our ability to maintain our revenue and market share will depend on our ability to compete effectively despite material changes in industry structure. If we are unable to do so, we may not increase or sustain our revenue or market share, which would harm our business. In addition, actual or speculated consolidation among competitors, or the acquisition by, or of, our partners and/or resellers by competitors can increase the competitive pressures faced by us as customers may delay spending decisions or not purchase our products at all. Consolidation could also delay spending or require us to reduce the prices of our products to compete, which could also adversely affect our business.
Our business may be impacted by political events, war, terrorism, business interruptions and other geopolitical events and uncertainties beyond our control, including the Russian-Ukraine and Israeli-Hamas conflicts.
War, terrorism, geopolitical uncertainties and other business interruptions could cause damage to, disrupt or cancel sales of our products and services on a global or regional basis, which could have a material adverse effect on our business or vendors with which we do business. Such events could also make it difficult or impossible for us to deliver products and services to our customers, or to advance our product development efforts. In addition, territorial invasions can lead to cybersecurity attacks on technology companies, such as ours, located far outside of the conflict zone. In the event of prolonged business interruptions due to geopolitical events, we could incur significant losses, require substantial recovery time and experience significant expenditures in order to resume our business operations.
We have certain key engineering competencies performed by a team of 42 engineers in Israel, and we outsource some application software development and testing activities to a Kyiv, Ukraine-based dedicated team of 50 software engineers from a global US-based independent third-party provider of engineering services. If the ongoing Russian-Ukraine or the Israeli-Hamas conflicts intensify, or if Ukraine experiences further political instability, the engineers in Ukraine or Israel may be unable to work for a sustained period of time, which could adversely impact our research and development operations. We have developed contingency plans if these engineers are unable to continue working on their projects for us for a sustained period of
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time, but if our contingency plans are not effective, or sanctions are imposed that prevent us from conducting business in Ukraine or Israel, we could suffer delays in product introduction or delays in resolution of customer software bugs, which could have a negative impact on our revenues.
We do not and cannot know if the current uncertainties in these geopolitical areas, which are unfolding in real-time, may escalate and result in broad economic and security conditions, which could result in material implications for our business. In addition, our insurance policies typically contain a war exclusion of some description and we do not know how our insurers are likely to respond in the event of a loss alleged to have been caused by geopolitical uncertainties.
We have significant ongoing capital requirements that could have a material effect on our business and financial condition if we are unable to generate sufficient cash from operations.
Our business requires significant capital investment to carry out extensive research and development in order to remain competitive. At the same time, demand for our products is highly variable and there have been downturns. If our cash on hand, net proceeds from financing activities and cash generated from operations are not sufficient to fund our operations and capital requirements, we may be required to limit our growth, or enter into financing arrangements at unfavorable terms, any of which could harm our business and financial condition.
Additionally, we anticipate that strategic alliances and partnerships will be an important source of revenue and possible financing for us going forward. If we are unable to develop alliances with or otherwise attract investment from strategic partners, or if strategic partners are not willing to enter into transactions with us on favorable terms, our business and financial condition could be harmed.
The average selling prices of our semiconductor solutions have historically decreased over time and will likely do so in the future, which could harm our gross profits and financial results.
Average selling prices of our semiconductor solutions have historically decreased over time, although such decreases have been reduced or eliminated during the inflationary period in 2022 and 2023, and we expect such declines to continue to occur in the future. Our gross profits and financial results will suffer if we are unable to offset reductions in our average selling prices by reducing our costs, developing new or enhanced semiconductor solutions on a timely basis with higher selling prices or gross profits, or increasing our sales volumes. Even if we are successful in reducing our costs or improving sales volumes, such improvements may not be sufficient to offset declines in average selling prices in the future. Additionally, because we do not operate our own manufacturing, assembly or testing facilities, we may not be able to reduce our costs and our costs may even increase, either of which would reduce our margins. In the past, we have reduced the prices of our semiconductor solutions in line with, and at times in advance of, competitive pricing pressures, new product introductions by us or our competitors and other factors. We expect that we will have to do so again in the future.
The semiconductor and communications industries have historically experienced significant fluctuations with prolonged downturns, which could impact our operating results, financial condition and cash flows.
The semiconductor industry has historically been cyclical, experiencing significant downturns in customer demand. Because a significant portion of our expenses is fixed in the near term or is incurred in advance of anticipated sales, we may not be able to decrease our expenses rapidly enough to offset any unanticipated shortfall in revenue. If this situation occurs, it could harm our operating results, cash flow and financial condition. Furthermore, the semiconductor industry has periodically experienced periods of increased demand and production constraints, including recent supply chain challenges. When this occurs, we may not be able to obtain sufficient quantities of our semiconductor solutions to meet the increased demand, resulting in lost sales, loss of market share and harm to our customer relationships. We may also have difficulty in obtaining sufficient assembly and testing resources from our subcontract manufacturers. Any factor adversely affecting the semiconductor industry in general, or the particular segments of the industry that we target, may harm our ability to generate revenue and could negatively impact our operating results.
The communications industry has experienced pronounced downturns, and these cycles may continue in the future. A future decline in global economic conditions and increasing inflationary pressure could have adverse, wide-ranging effects on demand for our semiconductor solutions and for the products of our customers, particularly wireless communications equipment manufacturers or other participants in the wireless industry, such as wireless carriers. Recent increases in inflation and interest rates and economic recessions that harm the global economy and capital markets also harm our customers and our end consumers. Specifically, the continued deployment of new 5G networks requires significant capital expenditures and wireless carriers may choose not to undertake network expansion efforts during an economic downturn or time of other
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economic uncertainty. Our customers’ ability to purchase or pay for our semiconductor solutions and services, obtain financing and upgrade wireless networks could be harmed, and networking equipment providers may slow their research and development activities, cancel or delay new product development, reduce their inventories and take a cautious approach to acquiring our products, which would have a significant negative impact on our business. If such economic situations were to continue or worsen, our operating results, cash flow and financial condition could be harmed. In the future, any of these trends may also cause our operating results to fluctuate significantly from year to year.
The complexity of our semiconductor solutions could result in unforeseen delays or expenses from undetected defects or design errors in hardware or software, which could reduce the market acceptance for our semiconductor solutions, damage our reputation with current or prospective customers and increase our costs.
Highly complex semiconductor solutions such as ours can contain defects and design errors, which, if significant, could impair performance or prevent compliance with industry standards. We have not in the past, but may in the future, experience such significant defects or design errors. In addition, our semiconductor solutions must be certified by individual wireless carriers that such solutions function properly on the carrier’s network before our solutions can be designed into a particular product. If any of our semiconductor solutions have reliability, quality or compatibility problems from defects or design errors, we may not be able to successfully correct these problems in a timely manner, or at all. Furthermore, we may experience production delays and increased costs correcting such problems. Issues in the carrier certification process, which varies among carriers, may also create delays. Consequently, and because our semiconductor solutions are a critical component of our customers’ products, our reputation may be irreparably damaged, and customers may be reluctant to buy our semiconductor solutions, which could harm our ability to retain existing customers and attract new customers and harm our financial results. In addition, these defects or design errors or delays in the carrier certification process could interrupt or delay sales to our customers. If any of these problems are not found until after we have commenced commercial production of a new semiconductor solution, we may be required to incur additional development costs and product recalls, repairs or replacement costs. Furthermore, we provide warranties on our products ranging from one to two years, and thus may be obligated to refund sales with respect to products containing defects, errors or bugs. These problems may also result in claims against us by our customers or others, all of which could damage our reputation and increase our costs.
We are subject to risks inherent in our international operations.
Our international revenues account for a substantial majority of our total revenues. As a result, we must provide significant service and support globally. We intend to maintain or expand our international operations and expect to incur costs doing so. We cannot assure you that we will be able to recover our investments in international markets. Our results of operations could be adversely affected by a variety of factors, including:
•the longer payment cycles associated with many foreign customers;
•the typically longer periods from placement of orders to revenue recognition in certain international and emerging markets;
•currency fluctuations;
•the difficulties in interpreting or enforcing our agreements and collecting receivables through many foreign countries’ legal systems;
•unstable regional political and economic conditions or changes in restrictions on trade among countries;
•changes in the political, regulatory, safety or economic conditions in a country or region;
•the imposition by governments of additional taxes, tariffs, global economic sanctions programs or other restrictions on foreign trade, including U.S. and Chinese tariffs and trade restrictions;
•any inability to comply with export or import laws and requirements or any violation of sanctions regulations, which may result in enforcement actions, civil or criminal penalties and restrictions on exports;
•any increase in the cost of trade compliance functions to comply with changes to regulatory requirements; and
•the possibility that it may be more difficult to protect our intellectual property in foreign countries.
In addition, our global operations are subject to numerous U.S. and foreign laws and regulations, including those related to anti-corruption, tax, corporate governance, imports and exports, financial and other disclosures, privacy and labor relations. These laws and regulations are complex and may have differing or conflicting legal standards, making compliance difficult and costly. In addition, there is uncertainty regarding how proposed, contemplated or future changes to these complex laws and regulations could affect our business. We may incur substantial expense in complying with the new obligations to be imposed by these laws and regulations, and we may be required to make significant changes in our business operations, all of which may adversely affect our revenues and our business overall. If we violate these laws and regulations we could be subject to fines, penalties or criminal sanctions, and may be prohibited from conducting business in one or more countries. Although we have
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implemented policies and procedures to help ensure compliance with these laws and regulations, there can be no assurance that our employees, contractors, agents or partners will not violate such laws and regulations. Any violation individually or in the aggregate could have a material adverse effect on our operations and financial condition.
We depend on the commercial deployment of 4G LTE narrow band variants and 5G communications equipment, products and services to grow our business, and our business may be harmed if wireless carriers delay in the adoption of Cat M, Cat NB and 5G standards, or if they deploy technologies that are not supported by our solutions.
We depend upon the continued commercial deployment of 4G and 5G wireless communications equipment, products and services based on our technology. Deployment of new networks by wireless carriers requires significant capital expenditures, well in advance of any revenue from such networks. If the rate of deployment of new networks by wireless carriers is slower than we expect, this will reduce the sales of our products and could cause OEMs and ODMs to hold excess inventory. This would harm our revenues and our financial results.
The worldwide commercial deployment and adoption of the narrow band LTE variants, Cat M and Cat NB, are expected to expand further the markets for Internet of Things devices. If deployments of the Cat M or Cat NB standards are delayed or if competing standards for Internet of Things devices become favored by wireless carriers, we may not be able to successfully increase sales of our Cat M and Cat NB products, which would harm our revenues and our financial results.
Rapidly changing standards could make our semiconductor solutions obsolete, which would cause our operating results to suffer.
We design our semiconductor solutions to conform to standards set by industry standards bodies such as the Institute of Electrical and Electronics Engineers, Inc. (IEEE), the 3rd Generation Partnership Project (3GPP) and Open Mobile Alliance (OMA). We also depend on industry groups such as the Global Certification Forum (GCF) and the PTS Type Certification Review Board (PTCRB) to help certify and maintain certification of our semiconductor solutions. If our customers adopt new or competing industry standards that are not compatible with our semiconductor solutions, if industry groups fail to adopt standards compatible with our semiconductor solutions or if our customers are requiring chip certifications that we did not design our products for, our existing semiconductor solutions would become less desirable to our customers and our sales would suffer. The emergence of markets for our products is affected by a variety of factors beyond our control. In particular, our semiconductor solutions are designed to conform to current specific industry standards. Competing standards may emerge that are preferred by our customers, which could also reduce our sales and require us to make significant expenditures to develop new semiconductor solutions. For example, in the Internet of Things markets, we could face indirect competition from companies using alternative technologies such as LoRa Wireless RF technology, a long range, low power consumption and data transmission protocol for Internet of Things devices. Wireless carriers started deploying 5G technology, the next phase of mobile telecommunications standards, beginning in 2020. If we are unable to successfully develop or commercialize products for the 5G standard, our semiconductor solutions could become obsolete, which would cause our sales and financial results to suffer. Governments and foreign regulators may adopt standards that are incompatible with our semiconductor solutions, favor alternative technologies or adopt stringent regulations that would impair or make commercially unviable the deployment of our semiconductor solutions. In addition, existing standards may be challenged as infringing upon the intellectual property rights of other companies or may become obsolete.
Changes in current laws or regulations or the imposition of new laws or regulations could impede the sale of our products or otherwise harm our business.
Wireless networks can only operate in the spectrum allowed by regulators and in accordance with rules governing how that spectrum can be used. Regulators in various countries have broad jurisdiction over the allocation of spectrum for wireless networks, and we therefore rely on these regulators to provide sufficient spectrum and usage rules. For example, countries such as China, India, Japan or Korea heavily regulate all aspects of their wireless communication industries, and may restrict spectrum allocation or usage. If further restrictions were to be imposed over the frequency bands where our semiconductor solutions are designed to operate, we may have difficulty selling our products in those regions. In addition, some of our semiconductor solutions operate in the 2.5 and 3.5 gigahertz, or GHz, bands, which in some countries are also used by government and commercial services such as military and commercial aviation. European and United States regulators have traditionally protected government uses of the 2.5 and 3.5 GHz bands by setting power limits and indoor and outdoor designation, and by requiring that wireless local area networking devices not interfere with other users of the band such as government and civilian satellite services. Changes in current laws or regulations or the imposition of new laws and regulations
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in the markets in which we operate regarding the allocation and usage of the 2.5 and 3.5 GHz band, may harm the sale of our products and our business, financial condition and results of operations.
Fluctuations in foreign exchange rates may harm our financial results.
Our functional currency is the U.S. dollar. Substantially all of our sales are denominated in U.S. dollars and the payment terms of all of our significant supply chain vendors are also denominated in U.S. dollars. We incur operating expenses and hold assets and liabilities denominated in currencies other than the U.S. dollar, principally the euro, and to a lesser extent the British pound sterling and the New Israeli shekel. As a result, our results of operations and cash flows are subject to fluctuations due to changes in foreign currency exchange rates, in particular the U.S. dollar to euro exchange rate. As we grow our operations, our exposure to foreign currency risk could become more significant. If there had been a 10% increase or decrease in the exchange rate of the U.S. dollar to the euro, as measured using the Company's 2023 weighted average exchange rate of one euro = $1.0816, we estimate the impact, in absolute terms, on operating expenses and on financial liabilities for the year ended December 31, 2023 would have been $4.2 million.
Our exposure to foreign currency risk may change over time as business practices evolve and economic conditions change.
We from time to time enter into foreign currency hedging contracts primarily to reduce the impact of variations in the U.S. dollar to euro exchange rate on our operating expenses denominated in euros. However, hedging at best reduces volatility and helps to lock in a target rate for the following six to twelve months but cannot eliminate the fundamental exposure and may not be effective.
Our global operations are subject to risks for which we may not be adequately insured.
Our global operations are subject to many risks including errors and omissions, infrastructure disruptions, such as large-scale outages or interruptions of service from utilities or telecommunications providers, supply chain interruptions, third-party liabilities and fires or natural disasters. In addition, we have been in the past, and may in the future be, subject to securities litigation. No assurance can be given that we will not incur losses beyond the limits or outside the scope of coverage of our insurance policies. From time-to-time, various types of insurance may not be available on commercially acceptable terms or, in some cases, at all. We cannot assure you that in the future we will be able to maintain existing insurance coverage or that premiums will not increase substantially. We maintain limited insurance coverage and in some cases no coverage for cyber security incidents, natural disasters and sudden and accidental environmental damages as these types of insurance are sometimes not available or available only at a prohibitive cost. Accordingly, we may be subject to an uninsured or under-insured loss in such situations.
Risks Related to the Manufacture of Our Products
Global supply chain shortages.
Any disruptions to our supply chain, significant increase in component costs, or shortages of critical components, could decrease our sales, earnings, and liquidity or otherwise adversely affect our business and result in increased costs. For example, in 2021 and 2022, we experienced significant supply constraints for PCB and other standard components, including crystals and flash, and our supply of silicon wafers from Taiwan Semiconductor Manufacturing Company Limited, or TSMC, were placed on allocation. The allocation of wafers have impacted our ability to fulfill customer orders in the past, and we may not get sufficient allocation to meet demand in the future. Such a disruption could occur as a result of any number of events, including, but not limited to: an extended closure of or any slowdown at our suppliers' plants or shipping delays due to efforts to limit the spread of COVID-19, market shortages due to the surge in demand from other purchasers for critical components, increases in prices, the imposition of regulations, quotas or embargoes or tariffs on components or our products themselves, labor stoppages, transportation delays or failures affecting the supply chain and shipment of materials and finished goods, third-party interference in the integrity of the products sourced through the supply chain, cyberattacks, the unavailability of raw materials, severe weather conditions, adverse effects of climate change, natural disasters, geopolitical developments, war or terrorism and disruptions in utilities and other services. In addition, the development, licensing, or acquisition of new products in the future may increase the complexity of supply chain management. Failure to effectively manage the supply of components and products would adversely affect our business.
In response to supply chain disruptions, we purchased our entire allocation of wafers from TSMC, our wafer supplier, in 2022 to ensure adequate supply over the year and to avoid expected further price increases on wafers. This action resulted in
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increased inventory at the end of 2022 and 2023. Apart from the increase in inventory, the mitigation actions have not resulted in any known trends or uncertainties or new material risks, but there is no assurance we will be able to procure sufficient wafers in the future.
Certain natural disasters, such as fires, coastal flooding, large earthquakes, volcanic eruptions or pandemics, may negatively impact our business. Any disruption to the operations of our foundry and assembly and testing subcontractors or our supply chain could cause significant delays in the production or shipment of our products.
If fires, coastal flooding, a large earthquake, volcanic eruption, new pandemic or other natural disaster were to directly damage, destroy or disrupt our partners’ manufacturing facilities or the facilities of our testing, assembly and manufacturing contractors or our component suppliers, it could disrupt our operations, delay new production and shipments of existing inventory, or result in costly repairs, replacements, the need to find alternative suppliers or other costs, all of which would negatively impact our business. For example, a fire at Asahi Kasei Microsystem’s semiconductor factory in Japan in October 2020 completely shut down production of its TCXO crystal oscillator products, which account for approximately half of the worldwide industry production of these products and are a primary component in our products. Unimicron, a major supplier of PCB and substrates for packaging, also had a factory fire in October 2020 which has constrained the supply of these components and increased lead times, as well as increasing pricing across. If similar events occur in the future and we are unable to qualify additional suppliers prior to exhausting our current inventory or are unable to source alternative components in sufficient quantity, we could experience significant delays in the production or shipment of our semiconductor solutions or experience significant increases in our supply chain costs until we are able to shift our supply to an alternative vendor. These events and their consequences could negatively impact our results of operations and cash flows, both during and after the period of operational difficulties, and could harm our reputation.
We depend on one independent foundry to manufacture our semiconductor wafers and do not have a long-term agreement with such foundry, and loss of this foundry or our failure to obtain sufficient foundry capacity would significantly delay our ability to ship our products, cause us to lose revenue and market share and damage our customer relationships.
Access to foundry capacity is critical to our business because we are a fabless semiconductor company. We depend on a sole independent foundry, TSMC in Taiwan, to manufacture our semiconductor wafers. Because we outsource our manufacturing to a single foundry, we face several significant risks, including:
•constraints in or unavailability of manufacturing capacity;
•limited control over delivery schedules, quality assurance and control, manufacturing yields and production costs; and
•the unavailability of, or potential delays in obtaining access to, key process technologies.
If we do not accurately forecast our capacity needs, TSMC may not have available capacity to meet our immediate needs, or we may be required to pay higher costs to fulfill those needs, either of which could harm our business, results of operations or financial condition.
The ability of TSMC to provide us with semiconductor wafers is limited at any given time by their available capacity, and we do not have a guaranteed level of manufacturing capacity. We do not have any agreement with TSMC and place our orders on a purchase order basis. As a result, if TSMC raises its prices due to inflationary pressures or is not able to satisfy our required capacity for any reason, including natural or other disasters or as a result of factory shutdowns, allocates capacity to larger customers or to different sectors of the semiconductor industry, experiences labor issues or shortages or delays in shipment of semiconductor equipment or materials used in the manufacture of our semiconductors, or if our business relationship with TSMC deteriorates, we may not be able to obtain the required capacity and would have to seek alternative foundries, which may not be available on commercially reasonable terms, in a timely manner, or at all. If demand in 2024 increases, our ability to meet all our customer demand could be limited, with a corresponding negative impact on revenues.
Locating and qualifying a new foundry would require a significant amount of time, which would result in a delay in production of our products, and cost, as new production masks would be required. In addition, using foundries with which we have no established relationship could expose us to unfavorable pricing and terms, delays in developing and qualifying new products, unsatisfactory quality or insufficient capacity allocation. We place our orders on the basis of our customers’ purchase orders and sales forecasts; however, foundries can allocate capacity to the production of other companies’ products and reduce deliveries to us on short notice. Many of the customers of TSMC, or foundries that we may use in the future, are larger than we are, or have long-term agreements with such foundries, and as a result, those customers may receive preferential treatment from the foundries in terms of price, capacity allocation and payment terms. Any delay in qualifying a new foundry or production issues with any new foundry would result in lost sales and could damage our relationship with existing and future customers as well as our reputation in the market.
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If our foundry vendor does not achieve satisfactory yields or quality, our reputation and customer relationships could be harmed.
The fabrication of semiconductor solutions such as ours is a complex and technically demanding process. Minor deviations in the manufacturing process can cause substantial decreases in yields, and in some cases, cause production to be suspended. TSMC, or foundries that we may use in the future, could, from time to time, experience manufacturing defects and reduced manufacturing yields. Changes in manufacturing processes or the inadvertent use of defective or contaminated materials by our foundry vendor could result in lower than anticipated manufacturing yields or unacceptable performance. Many of these problems are difficult to detect at an early stage of the manufacturing process and may be time consuming and expensive to correct. Poor yields from our foundry vendor, or defects, integration issues or other performance problems in our semiconductor solutions could cause us significant customer relations and business reputation problems, harm our financial results and result in financial or other damages to our customers. In addition, because we have a sole supplier of wafers, these risks are magnified because we do not have an alternative source to purchase from should these risks materialize. If TSMC fails to provide satisfactory products to us, we would be required to identify and qualify other sources, which could take a significant amount of time and would result in lost sales. In addition, we indemnify our customers for losses resulting from defects in our products, which costs could be substantial. A product liability or other indemnification claim brought against us, even if unsuccessful, would likely be time-consuming and costly to defend.
We depend on one technology partner to provide components for and to manufacture the Monarch SiP. If this partner declares end of life of any of its components included in the Monarch SiP, or decides to no longer produce the Monarch SiP, this would cause us to lose revenue and market share and damage our customer relationships.
The Monarch SiP includes radio components from and is assembled by Skyworks Solutions, Inc. ("Skyworks"). The Monarch SiP is commercialized by both Skyworks and us, under each company's own part number. If Skyworks decides to cease manufacturing any of the components incorporated in the Monarch SiP, or decides to cease manufacturing the Monarch SiP, we do not have an alternative solution for producing this product and would be unable to ship. This would cause us to lose revenue and market share and could damage our customer relationships.
Any increase in the manufacturing cost of our products would reduce our gross margins and operating profit.
The semiconductor business is characterized by ongoing competitive pricing pressure from customers and competitors. Accordingly, any increase in the cost of our products, whether by adverse purchase price or manufacturing cost variances, inflationary pressures, or due to other factors, will reduce our gross margins and operating profit. For example, in 2021 and 2022 due to the global supply chain disruption stemming from the Covid-19 pandemic, certain of our suppliers increased prices significantly. In most cases, we were able to pass on a corresponding price increase to our customers, but this may not always be the case in the future. We do not have long-term supply agreements with our manufacturing, testing or assembly suppliers, although with large suppliers we typically negotiate pricing on an annual basis. With other suppliers we typically negotiate on a purchase order by purchase order basis. We may not be able to obtain price reductions, or anticipate or prevent future price increases from our suppliers. Because we have a sole supplier of wafers and limited sources of testing and assembly for both chipsets and modules, we may not be able to negotiate favorable pricing terms from our suppliers. These and other related factors could impair our ability to control our costs and could harm our operating results.
We outsource our assembly, testing, warehousing and shipping operations to third parties, and if these parties fail to produce and deliver our products in a timely manner and in accordance with our specifications, our reputation, customer relationships and operating results could suffer.
We rely on third parties for the assembly, testing, warehousing and shipping of our products. We currently rely on Siliconware Precision Industries Limited, or SPIL; ASE ChungLi, or ASCL; and other third-party assembly and test subcontractors for assembly and testing chipsets. We rely on Universal Scientific Industrial (Shanghai) Ltd., or USI, and Asiatelco Technologies Co., or Asiatelco, for manufacturing of our modules. We further rely on a single company for logistics and storage. We depend on these parties to supply us with material of a requested quantity in a timely manner that meets our standards for yield, cost and manufacturing quality. We are unable to maintain the same level of oversight and control of these outsourced operations as we would if we were to conduct them internally.
The services provided by these vendors could be subject to disruption for a variety of reasons, including natural disasters, such as earthquakes, labor disputes, power outages, or if our relationship with a vendor is damaged. If we experience problems at a particular location, we would be required to transfer the impacted services to a backup vendor, which could be costly and
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require a significant amount of time. During such a transition, we would be required to meet customer demand from our then-existing inventory, as well as any partially finished goods that can be modified to the required product specifications, which may not be possible or cost effective. Further, we do not have any long-term agreements with most of these vendors. If one or more of these vendors terminates its relationship with us, allocates capacity to other customers or if we encounter any problems with our supply chain, it could harm our ability to ship our products to our customers on time and in the quantity required, which in turn could cause an unanticipated decline in our sales and possibly damage our customer relationships.
We may experience difficulties in transitioning to new wafer fabrication process technologies or in achieving higher levels of design integration, which may result in reduced manufacturing yields, delays in product deliveries and increased costs.
To remain competitive, we expect to continue to transition our semiconductor products to increasingly smaller geometries and to achieve higher levels of design integration. These ongoing efforts require us from time to time to modify the manufacturing processes for our semiconductor solutions and to redesign some solutions, which in turn may result in delays in product deliveries. We periodically evaluate the benefits of migrating to new process technologies to reduce cost and improve performance. We may face difficulties, delays and increased expenses as we transition our products to new processes. We depend on our relationship with TSMC and our testing and assembly subcontractors to transition to new processes successfully. We cannot assure you that TSMC or our testing and assembly subcontractors will be able to effectively manage the transition or that we will be able to maintain our relationship with TSMC or our testing and assembly vendors or develop relationships with new foundries and vendors if necessary. If TSMC, any of our subcontractors or we experience significant delays in transitioning to smaller geometries or fail to efficiently implement transitions, we could experience reduced manufacturing yields, or delays in product deliveries and increased costs, all of which could harm our relationships with our customers, our margins and our operating results. As new processes become more prevalent, we expect to continue to integrate greater levels of functionality, as well as end-customer and third-party intellectual property, into our products. However, we may not be able to achieve higher levels of design integration or deliver new integrated products on a timely or cost-effective basis.
Risks Related to Intellectual Property Rights
We or our customers may be required to obtain licenses for certain so-called “standard essential patents” in order to comply with applicable standards, which could require us to pay additional royalties on certain of our products. If we or our customers are unable to obtain such licenses, our business, results of operations, financial condition and prospects would be harmed.
We or our customers may be required to obtain licenses for third-party intellectual property. In particular, we may be required to obtain licenses to certain third-party patents, so-called “standard essential patents,” that claim features or functions that are incorporated into applicable industry standards and that we are required to provide in order to comply with the standard. If we need to license any third-party intellectual property, standard essential patents or other technology, we could be required to pay royalties on certain of our products. In addition, while the industry standards bodies and antitrust laws in certain countries may require participating companies to license their standard essential patents on fair, reasonable, and nondiscriminatory terms, there can be no assurances that we will be able to obtain such licenses on commercially reasonable terms or at all. Although we have implemented a dedicated standard essential patents licensing-in reference policy, our inability to obtain required third-party intellectual property licenses on commercially reasonable terms or at all could harm our business, results of operations, financial condition or prospects. If our customers are required to obtain such licenses, there can be no assurances that their businesses will not be adversely affected. In addition, if our competitors have significant numbers of essential patents and/or patent license rights, they could be at an advantage in negotiating with our customers or potential customers, which could influence our ability to win new business or could result in downward pressure on our average selling prices.
Though we rely to a significant extent on proprietary intellectual property, we may not be able to obtain, or may choose not to obtain, sufficient intellectual property rights to provide us with meaningful protection or commercial advantage.
We depend significantly on intellectual property rights to protect our products and proprietary technologies against misappropriation by others. We generally rely on the patent, trademark, copyright and trade secret laws in Europe, the United States and certain other countries in which we operate or in which our products are produced or sold, as well as licenses and nondisclosure and confidentiality agreements, to protect our intellectual property rights.
We may have difficulty obtaining patents and other intellectual property rights, and the patents and other intellectual property rights we have and obtain may be insufficient to provide us with meaningful protection or commercial advantage. We
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currently do not apply for patent protection in all the countries in which we operate. Instead we select and focus on key countries for each patent family. In addition, the protection offered by patents and other intellectual property rights may be inadequate or weakened for reasons or circumstances that are out of our control. For instance, we may not be able to obtain patent protection or secure other intellectual property rights in all the countries in which we have filed patent applications or in which we operate, and under the laws of such countries, patents and other intellectual property rights may be or become unavailable or limited in scope.
We may not be able to adequately protect or enforce our intellectual property against improper use by our competitors or others and our efforts to do so may be costly to us, which may harm our business, financial condition and results of operations.
Our patents and patent applications, or those of our licensors, could face challenges, such as interference proceedings, opposition proceedings, nullification proceedings and re-examination proceedings. Any such challenge, if successful, could result in the invalidation or narrowing of the scope of any such patents and patent applications. Any such challenges, regardless of their success, would also likely be time-consuming and expensive to defend and resolve, and would divert management time and attention. Further, our unpatented proprietary processes, software, designs and trade secrets may be vulnerable to disclosure or misappropriation by employees, contractors and other persons. While we generally enter into confidentiality agreements with such persons to protect our intellectual property, we cannot assure you that our confidentiality agreements will not be breached, that they will provide meaningful protection for our proprietary technology and trade secrets, or that adequate remedies will be available in the event they are used or disclosed without our authorization. Also, intellectual property rights are difficult to enforce in the People’s Republic of China, or PRC, and certain other countries, particularly in Asia, where the application and enforcement of the laws governing such rights may not have reached the same level as compared to other jurisdictions where we operate, such as Europe and the United States. Consequently, because we operate in these countries and all of our manufacturing, testing and assembly takes place in PRC, Taiwan, South Korea and Singapore, we may be subject to an increased risk that unauthorized parties may attempt to copy or otherwise use our intellectual property or the intellectual property of our suppliers or other parties with whom we engage or have licenses.
There can be no assurance that we will be able to protect our intellectual property rights, that our intellectual property rights will not be challenged, invalidated, circumvented or rendered unenforceable, or that we will have adequate legal recourse in the event that we seek legal or judicial enforcement of our intellectual property rights. Any inability on our part to adequately protect or enforce our intellectual property may harm our business, financial condition and results of operations. We may in the future initiate claims or litigation against third parties for infringement of our intellectual property rights to protect these rights, or to determine the scope and validity of our proprietary rights or the proprietary rights of competitors. These claims could result in costly litigation and the diversion of our technical and management personnel, and we may not prevail in making these claims.
Assertions by third parties of infringement by us or our customers of their intellectual property rights could result in significant costs and cause our operating results to suffer.
The markets in which we compete are characterized by rapidly changing products and technologies, and there is intense competition to establish intellectual property protection and proprietary rights to these new products and the related technologies. The semiconductor and wireless communications industries, in particular, are characterized by vigorous protection and pursuit of intellectual property rights and positions, which has resulted in protracted and expensive litigation for many companies.
We may be unaware of the intellectual property rights of others that may cover some of our technology, products and services. In addition, third parties may claim that we or our customers are infringing or contributing to the infringement of their intellectual property rights.
We have in the past received, and as a public company operating in a highly competitive marketplace, we expect that in the future we will receive, communications and offers from various industry participants and others alleging that we have infringed or have misappropriated their patents, trade secrets or other intellectual property rights and/or inviting us to license their technology and intellectual property. For example, in August 2022, we were sued in three lawsuits by Bell Semiconductor, LLC, accusing us of infringing certain U.S. patents that we license from another party. The case was settled in 2023, and in this instance, all costs were covered under our indemnification rights from the licensor. However, that may not be the case in future instances. Any lawsuits resulting from such allegations of infringement or invitations to license, including suits challenging 4G or 5G standards, could subject us to significant liability for damages and/or challenge our activities. Any potential intellectual property litigation also could force us to do one or more of the following:
•stop selling products or using technology that contain the allegedly infringing intellectual property;
•abandon the opportunity to license our technology to others or to collect royalty payments;
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•incur significant legal expenses;
•pay substantial damages to the party whose intellectual property rights we may be found to be infringing;
•redesign those products that contain the allegedly infringing intellectual property; or
•attempt to obtain a license to the relevant intellectual property from third parties, which may not be available on reasonable terms or at all.
Our customers could also become the target of litigation relating to the patents and other intellectual property rights of others. This could, in turn, trigger an obligation for us to provide technical support and/or indemnify such customers. These obligations could result in substantial expenses, including the payment by us of costs and damages relating to claims of intellectual property infringement. In addition to the time and expense required for us to provide support or indemnification to our customers, any such litigation could disrupt the businesses of our customers, which in turn could hurt our relationships with our customers and cause the sale of our products to decrease. We cannot assure you that claims for indemnification will not be made or that if made, such claims would not materially harm our business, operating results or financial conditions.
Any potential dispute involving our patents or other intellectual property could also include our industry partners and customers, which could trigger our indemnification obligations to them and result in substantial expense to us.
In any potential dispute involving our patents or other intellectual property, our licensees could also become the target of litigation, and certain customers have received notices of written offers from our competitors and others claiming to have patent rights in certain technology and inviting our customers to license this technology. Because we indemnify our licensees and customers for intellectual property claims made against them for products incorporating our technology, any litigation could trigger technical support and indemnification obligations in some of our license agreements, which could result in substantial payments and expenses by us. In addition to the time and expense required for us to supply support or indemnification to our licensees and customers, any such litigation could severely disrupt or shut down the business of our customers, which in turn could hurt our relations with our customers and cause the sale of our proprietary technologies and products to decrease.
Our failure to comply with obligations under open source licenses could require us to release our source code to the public or cease distribution of our products, which could harm our business, financial condition and results of operations.
Some of the software used with our products, as well as that of some of our customers, may be derived from so-called “open source” software that is generally made available to the public by its authors and/or other third parties. Such open source software is often made available to us under licenses, such as the GNU General Public License, which impose certain obligations on us in the event we were to make available derivative works of the open source software. These obligations may require us to make source code for the derivative works available to the public, and/or license such derivative works under a particular type of license, rather than the licenses we customarily use to protect our intellectual property. In addition, there is little or no legal precedent for interpreting the terms of certain of these open source licenses, including the determination of which works are subject to the terms of such licenses. While we believe we have complied with our obligations under the various applicable licenses for open source software, in the event the copyright holder of any open source software were to successfully establish in court that we had not complied with the terms of a license for a particular work, we could be required to release the source code of that work to the public and/or stop distribution of that work.
Risks Related to Our Internal Control Over Financial Reporting
Pursuant to the Sarbanes-Oxley Act of 2002, we are required to document and test our internal control procedures and to provide a report by management on internal control over financial reporting, including management’s assessment of the effectiveness of such control.
In the past, we identified deficiencies in our internal control over financial reporting that constituted a material weakness in our internal control over financial reporting. Although we were able to remedy the material weaknesses and no new material weaknesses have been identified since 2020, we have a small finance team with limited resources, and we can give no assurances that other material weaknesses will not arise in the future. Failure to comply with Section 404 of the Sarbanes-Oxley Act could also potentially subject us to sanctions or investigations by the SEC or other regulatory authorities. Deficiencies, including any material weakness, in our internal control over financial reporting that may occur in the future could result in misstatements of our results of operations, restatements of our financial statements, a decline in our stock price, suspension or delisting of our ADSs from the New York Stock Exchange, or otherwise materially adversely affect our business, reputation, results of operations and financial condition.
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Risks Related to Ownership of Our Shares and ADSs
We are not in compliance with the Continued Listing Criteria of the New York Stock Exchange (NYSE), and our failure to regain compliance may result in the delisting of our ADSs.
On April 9, 2024, the New York Stock Exchange (the “NYSE”) notified us that we are no longer in compliance with the minimum market capitalization and minimum share price requirements of the NYSE Listed Company Manual because (i) we had an average global market capitalization over a consecutive 30 trading-day period below $50,000,000 and, at the same time, stockholders’ equity less than $50,000,000, and (ii) because the average closing price of the Company’s ADSs was less than $1.00 over a consecutive 30 trading-day period.
We have until October 9,2024 to regain compliance with the minimum share price requirement. We can regain compliance during the six-month cure period if on the last trading day of any calendar month during the period or on the last trading day of the period, our ADSs have a closing share price of at least $1.00 per share and an average closing share price of at least $1.00 per share over the previous 30 consecutive day trading period. If we are unable to regain compliance, the NYSE will initiate procedures to suspend and delist the ADSs.
We have until July 8, 2024 to submit a business plan advising the NYSE of the definitive action(s) we have taken, or are taking, that would bring us into compliance with continued listing standards by October 9, 2025. The NYSE will review the plan and determine whether we have made a reasonable demonstration of an ability to conform to the relevant standards in the 18-month period. If the NYSE accepts the plan, our ADSs will continue to be listed and traded on the NYSE during the 18-month period, subject to our compliance with the other continued listing standards of the NYSE and continued periodic review by the NYSE of our progress with respect to our plan.
There can be no assurance that we can cure the deficiencies. If our ADSs are delisted and we are not able to list our ADSs on another national securities exchange, we expect our securities would be quoted on an over-the-counter market. If this were to occur, our stockholders could face significant material adverse consequences, including limited availability of market quotations for our ADSs and reduced liquidity for the trading of our securities. In addition, we could experience a decreased ability to issue additional securities and obtain additional financing in the future. There can be no assurance that an active trading market for our ADSs will develop or be sustained
Fluctuations in our operating results on a quarterly or annual basis and difficulty predicting our quarterly operating results could cause the market price of the ADSs to decline.
Our revenue and operating results have fluctuated significantly from period to period in the past and will do so in the future. As a result, you should not rely on period-to-period comparisons of our operating results as an indication of our future performance. In future periods, our revenue and results of operations may be below the expectations of analysts and investors, which could cause the market price of the ADSs to decline.
Factors that may cause our operating results to fluctuate include but are not limited to:
•reductions in orders or cancellations by our customers;
•changes in customer mix, the mix of products and services sold and the mix of geographies in which our products and services are sold;
•reduced visibility into our customers’ spending plans and associated revenue;
•current and potential customer, partner and supplier consolidation and concentration;
•changes in the size, growth or growth prospects of the LTE and IoT markets;
•changes in the competitive dynamics of our market, including new entrants or pricing pressures, and our ability to compete in the LTE and IoT markets;
•timing and success of commercial deployments of and upgrades to 4G wireless networks and the next generation 5G wireless networks;
•timely availability, at a reasonable cost, of adequate manufacturing capacity with the sole foundry that manufactures our products;
•our ability to successfully define, design and release new products in a timely manner that meet our customers’ needs;
•timing and growth rate of revenues from the LTE and IoT markets;
•changes in manufacturing costs, including wafer, test and assembly costs, mask costs and manufacturing yields;
•the timing of product announcements by competitors or us;
•costs associated with litigation, especially related to intellectual property and securities class actions;
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•costs associated with any violation of the U.S. Foreign Corrupt Practices Act, the United Kingdom Bribery Act, or other similar foreign laws;
•the effects of a widespread outbreak of contagious disease;
•changing economic and political conditions at a global or local level;
•the impact of rising inflation and interest rates on consumer demand for electronic products;
•how well we execute on our strategy and operating plans and the impact of changes in our business model that could result in significant restructuring changes; and
•our ability to achieve targeted cost reductions.
Moreover, sales of our semiconductor solutions fluctuate from period to period due to cyclicality in the semiconductor industry and the short product life cycles and wide fluctuations in product supply and demand characteristic of this industry. We expect these cyclical conditions to continue. Due to our limited operating history, we have yet to experience an established pattern of seasonality. However, business activities in Asia generally slowdown in the first quarter of each year during the lunar new year period, which could harm our sales and results of operations during the period. Our expense levels are relatively fixed in the short-term and are based, in part, on our future revenue projections. If revenue levels are below our expectations, we may experience declines in margins and profitability or incur a loss from our operations. As a result, our quarterly operating results are difficult to predict, even in the near term, which may result in our revenue and results of operations being below the expectations of analysts and investors, and which could cause the market price of the ADSs to decline.
If securities or industry analysts cease to publish research reports about us or our industry, or if they adversely change their recommendations regarding the ADSs, the market price for the ADSs and trading volume could decline.
The trading market for the ADSs is influenced by research reports that industry or securities analysts publish about us or our industry. If one or more analysts who cover us downgrade the ADSs, the market price for the ADSs would likely decline. If one or more of these analysts ceases coverage of us or fails to regularly publish reports on us, we could lose visibility in the financial markets, which, in turn, could cause the market price or trading volume for the ADSs to decline.
If we raise additional capital in the future, your ownership in us could be diluted.
Any issuance of equity we may undertake in the future to raise additional capital could cause the price of the ADSs to decline, or require us to issue shares or ADSs at a price that is lower than that paid by holders of our shares or ADSs in the past, which would result in those newly issued shares or ADSs being dilutive. If we obtain funds through a credit facility or through the issuance of debt or preferred securities, these securities would likely have rights that are senior to your rights as an ADS holder, which could impair the value of the ADSs.
We have no present intention to pay dividends on our ordinary shares in the foreseeable future and, consequently, your only opportunity to achieve a return on your investment during that time is if the price of the ADSs appreciates.
We have no present intention to pay dividends on our ordinary shares in the foreseeable future. Any recommendation by our board of directors to pay dividends will depend on many factors, including our financial condition, results of operations, legal requirements and other factors. Accordingly, if the price of the ADSs falls in the foreseeable future, you will incur a loss on your investment, without the likelihood that this loss will be offset in part or at all by potential future cash dividends. In addition, even if we were to pay a dividend on our ordinary shares, French law may prohibit paying such dividends to holders of the ADSs or the tax implications of such payments may significantly diminish what you receive.
You may not be able to exercise your right to vote the ordinary shares underlying your ADSs.
Holders of ADSs may exercise voting rights with respect to the ordinary shares represented by the ADSs only in accordance with the provisions of the deposit agreement. The deposit agreement provides that, upon receipt of notice of any meeting of holders of our ordinary shares, the depositary will, as soon as practicable thereafter, fix a record date for the determination of ADS holders who shall be entitled to give instructions for the exercise of voting rights. Upon timely receipt of notice from us, if we so request, the depositary shall distribute to the holders as of the record date (i) the notice of the meeting or solicitation of consent or proxy sent by us and (ii) a statement as to the manner in which instructions may be given by the holders.
You may instruct the depositary of your ADSs to vote the ordinary shares underlying your ADSs. Otherwise, you will not be able to exercise your right to vote, unless you withdraw the ordinary shares underlying the ADSs you hold. However, you may not know about the meeting far enough in advance to withdraw those ordinary shares. If we ask for your instructions, the
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depositary, upon timely notice from us, will notify you of the upcoming vote and arrange to deliver our voting materials to you. We cannot guarantee you that you will receive the voting materials in time to ensure that you can instruct the depositary to vote your ordinary shares or to withdraw your ordinary share so that you can vote them yourself. In addition, the depositary and its agents are not responsible for failing to carry out voting instructions, or for the manner of carrying out voting instructions. This means that you may not be able to exercise your right to vote, and there may be nothing you can do if the ordinary shares underlying your ADSs are not voted as you requested.
As a foreign private issuer, we are exempt from a number of rules under the U.S. securities laws and are permitted to file less information with the SEC than a U.S. company, our ordinary shares are not listed, and we do not intend to list our shares, on any market in France, our home country. This may limit the information available to holders of the ADSs.
We are a “foreign private issuer”, as defined in the SEC’s rules and regulations and, consequently, we are not subject to all of the disclosure requirements applicable to public companies organized within the United States. For example, we are exempt from certain rules under the Exchange Act that regulate disclosure obligations and procedural requirements related to the solicitation of proxies, consents or authorizations applicable to a security registered under the Exchange Act, including the U.S. proxy rules under Section 14 of the Exchange Act. In addition, our officers and directors are exempt from the reporting and “short-swing” profit recovery provisions of Section 16 of the Exchange Act and related rules with respect to their purchases and sales of our securities. Moreover, while we have and expect to continue to submit quarterly interim consolidated financial data to the SEC under cover of the SEC’s Form 6-K, we are not required to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. public companies, and are not required to file quarterly reports on Form 10-Q or current reports on Form 8-K under the Exchange Act. Furthermore, our ordinary shares are not listed, and we do not currently intend to list our ordinary shares on any market in France, our home country. As a result, we are not subject to the reporting and other requirements of listed companies in France. For instance, we are not required to publish quarterly or semi-annual financial statements. Accordingly, there is less publicly available information concerning our company than there would be if we were a U.S. public company.
As a foreign private issuer, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from NYSE corporate governance listing standards. These practices may afford less protection to shareholders than they would enjoy if we complied fully with NYSE corporate governance listing standards.
As a foreign private issuer listed on the NYSE, we are subject to NYSE corporate governance listing standards. However, NYSE rules permit a foreign private issuer like us to follow the corporate governance practices of its home country. Certain corporate governance practices in France, which is our home country, may differ significantly from NYSE corporate governance listing standards. For example, neither the corporate laws of France nor our by-laws require a majority of our directors to be independent, and we could include non-independent directors as members of our compensation committee and nominating committee, and our independent directors would not necessarily hold regularly scheduled meetings at which only independent directors are present. Currently, we intend to comply with the NYSE corporate governance listing standards to the extent possible under French law. However, if we choose to change such practice to follow home country practice in the future, our shareholders may be afforded less protection than they otherwise would under NYSE corporate governance listing standards applicable to U.S. domestic issuers.
U.S. holders of the ADSs may suffer adverse tax consequences if we are characterized as a Passive Foreign Investment Company.
Generally, if for any taxable year 75% or more of our gross income is passive income, or at least 50% of our assets are held for the production of, or produce, passive income, we would be characterized as a passive foreign investment company, or PFIC, for U.S. federal income tax purposes. To determine if at least 50% of our assets are held for the production of, or produce, passive income, we may use the market capitalization method for certain periods. Under the market capitalization method, the total asset value of a company would be considered to equal the fair market value of its outstanding shares plus outstanding indebtedness on a relevant testing date. Because the market price of the ADSs has fluctuated substantially and is likely to fluctuate in the future, and the market price may affect the determination of whether we will be considered a PFIC, there can be no assurance that we will not be considered a PFIC for any taxable year. While we do not believe we were a PFIC for 2023, there is no assurance that we will not be a PFIC in 2024 or later years. If we are characterized as a PFIC, U.S. holders of the ADSs may suffer adverse tax consequences, including having gains realized on the sale of the ADSs treated as ordinary income, rather than capital gain, the loss of the preferential rate applicable to dividends received on the ADSs by individuals who are U.S. holders, having interest charges apply to distributions by us and the proceeds of ADS sales and additional reporting requirements. We do not expect to provide to U.S. holders, the information needed to report income and gain pursuant
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to a “qualified electing fund” election, which election would alleviate some of the adverse tax consequences of PFIC status, and we make no undertaking to provide such information in the event that we are a PFIC. See “Item 10.E—Taxation—Material United States Federal Income Tax Consequences.
We have been and in the future may be subject to legal actions that could distract our management and increase costs, which may adversely affect our financial condition or our reputation.
We have been subject to securities class action lawsuits alleging violations of the U.S. federal securities laws by us and certain of our officers. The costs of the ultimate resolution of these lawsuits did not exceed our insurance coverage after our deductible. However, the premium for our directors and officers insurance increased significantly with a higher retention and reduced coverage. An unfavorable outcome in any future lawsuit or proceeding could have an adverse impact on our business, financial condition and results of operations. Further, if our stock price is volatile, we may become involved in further litigation. Any current or future litigation, regardless of its merits, could result in substantial costs and a diversion of our management’s attention and resources that are needed to successfully run our business.
You may be unable to recover in civil proceedings for U.S. securities laws violations.
We are a corporation organized under the laws of France. The majority of our directors are citizens and residents of countries other than the United States, and the majority of our assets are located outside of the United States. Accordingly, it may be difficult for investors to obtain jurisdiction over us or our directors in courts in the United States and enforce against us or them judgments obtained against us or them. In addition, we cannot assure you that civil liabilities predicated upon the federal securities laws of the United States will be enforceable in France.
ADSs holders may not be entitled to a jury trial with respect to claims arising under the deposit agreement, which could result in less favorable outcomes to the plaintiff(s) in any such action.
The deposit agreement governing the ADSs representing our ordinary shares provides that, to the fullest extent permitted by law, ADS holders waive the right to a jury trial of any claim they may have against us or the depositary arising out of or relating to our shares, the ADSs or the deposit agreement, including any claim under the U.S. federal securities laws.
If we or the depositary opposed a jury trial demand based on the waiver, the court would determine whether the waiver was enforceable based on the facts and circumstances of that case in accordance with the applicable state and federal law. To our knowledge, the enforceability of a contractual pre-dispute jury trial waiver in connection with claims arising under the federal securities laws has not been finally adjudicated by the United States Supreme Court. However, we believe that a contractual pre-dispute jury trial waiver provision is generally enforceable, including under the laws of the State of New York, which govern the deposit agreement, by a federal or state court in the City of New York, which has non-exclusive jurisdiction over matters arising under the deposit agreement. In determining whether to enforce a contractual pre-dispute jury trial waiver provision, courts will generally consider whether a party knowingly, intelligently and voluntarily waived the right to a jury trial. We believe that this is the case with respect to the deposit agreement and the ADSs. It is advisable that you consult legal counsel regarding the jury waiver provision before entering into the deposit agreement.
If you or any other holders or beneficial owners of ADSs bring a claim against us or the depositary in connection with matters arising under the deposit agreement or the ADSs, including claims under federal securities laws, you or such other holder or beneficial owner may not be entitled to a jury trial with respect to such claims, which may have the effect of limiting and discouraging lawsuits against us and / or the depositary. If a lawsuit is brought against us and/or the depositary under the deposit agreement, it may be heard only by a judge or justice of the applicable trial court, which would be conducted according to different civil procedures and may result in different outcomes than a trial by jury would have had, including results that could be less favorable to the plaintiff(s) in any such action. Nevertheless, if this jury trial waiver provision is not permitted by applicable law, an action could proceed under the terms of the deposit agreement with a jury trial. No condition or provision of the deposit agreement or ADSs serves as a waiver by any holder or beneficial owner of ADSs or by us or the depositary of compliance with any substantive provision of the U.S. federal securities laws and the rules and regulations promulgated thereunder.
The rights of shareholders in companies subject to French corporate law differ in material respects from the rights of shareholders of corporations incorporated in the United States.
We are a French company with limited liability. Our corporate affairs are governed by our by-laws and by the laws governing companies incorporated in France. The rights of shareholders and the responsibilities of members of our board of
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directors are in many ways different from the rights and obligations of shareholders in companies governed by the laws of U.S. jurisdictions. For example, in the performance of its duties, our board of directors is required by French law to consider the interests of our company, its shareholders, its employees and other stakeholders, rather than solely our shareholders and/or creditors. It is possible that some of these parties will have interests that are different from, or in addition to, your interests as a shareholder.
Our by-laws and French corporate law contain provisions that may delay or discourage a takeover attempt.
Provisions contained in our by-laws and the corporate laws of France, the country in which we are incorporated, could make it more difficult for a third party to acquire us, even if doing so might be beneficial to our shareholders. In addition, provisions of our by-laws impose various procedural and other requirements, which could make it more difficult for shareholders to effect certain corporate actions. These provisions include the following:
•our shares are in registered form only, and we must be notified of any transfer of our shares in order for such transfer to be validly registered;
•our by-laws provide for directors to be elected for three-year terms, and we intend to elect one third of the directors every year;
•our shareholders may grant our board of directors, broad authorizations to increase our share capital;
•our board of directors has the right to appoint directors to fill a vacancy created by the resignation, death or removal of a director, subject to the approval by the shareholders of such appointment at the next shareholders’ meeting, which prevents shareholders from having the sole right to fill vacancies on our board of directors;
•our board of directors can only be convened by its chairman except when no board meeting has been held for more than two consecutive months;
•our board of directors' meetings can only be regularly held if at least half of the directors attend either physically or by way of secured telecommunications;
•approval of at least a majority of the shares entitled to vote at an ordinary shareholders’ general meeting is required to remove directors with or without cause;
•advance notice is required for nominations for election to the board of directors or for proposing matters that can be acted upon at a shareholders’ meeting; and
•the sections of the by-laws relating to the number of directors and election and removal of a director from office may only be modified by a resolution adopted by 66 2/3% of our shareholders present or represented at the meeting.
The exercise or conversion of outstanding stock options, restricted shares, warrants and convertible notes into ordinary shares will dilute the percentage ownership of our other shareholders and the sale of such shares may adversely affect the market price of the ADSs.
As of May 7, 2024, there were outstanding stock options, warrants, and unvested restricted shares representing an aggregate of approximately 28.4 million of our ordinary shares (representing approximately 7.1 million ADSs), and more restricted shares, options and warrants will likely be granted in the future to our officers, directors and employees. We also have outstanding issuances of convertible notes issued in 2019 (the " 2019 Notes") and in April 2021 (the "2021 Notes"). The 2019 Notes may be converted into 2.2 million ADSs at a conversion price of $4.12 per ADS, subject to adjustment if the maturity is further extended. The 2021 Notes may be converted into 6.2 million ADSs at term at a conversion price of $7.66 per ADS, subject to adjustment if the maturity is further extended. In September 2018, August 2022 and August 2023, we issued warrants to purchase 0.5 million, 0.2 million and 0.3 million ADSs with exercise prices of $6.80 per ADS, $4.12 per ADS and $3.23 per ADS, respectively, to the holder of the 2019 Notes. In October 2018, we issued warrants to purchase 0.2 million ADSs with an exercise price of $5.36 per ADS to a venture debt lender. In February 2019, we issued warrants to purchase 2.3 million ADSs with an exercise price of €0.08 per ADS to a strategic investor. We may issue additional warrants or convertible notes in connection with acquisitions, borrowing arrangement or other strategic or financial transactions. The exercise of outstanding stock options, warrants, or convertible notes, and the vesting of restricted shares, will dilute the percentage ownership of our other shareholders. The exercise of these options, warrants and convertible notes and the vesting of restricted shares, with the subsequent sale of the underlying ordinary shares could cause a decline in the market price of the ADSs.
Risks Relating to Our Indebtedness
Our indebtedness and liabilities could limit the cash flow available for our operations, expose us to risks that could adversely affect our business, financial condition and results of operations and impair our ability to satisfy our obligations under the notes.
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As of December 31, 2023, we had approximately $80.7 million of consolidated indebtedness, of which $52.3 million ($55.0 million due at maturity in April 2024) is currently in default but subject to standstill agreements. On April 9, 2024, we secured standstill agreements from our three main debt holders. The agreements granted an initial standstill period until April 26, 2024 that may be further extended subject to certain milestones being met; the request for the extension of the agreements is in process as of this date, however there can be no assurance of the length of the extension, if any. We may also incur additional indebtedness to meet future financing needs.
Our indebtedness has significant negative consequences for our security holders and our business, results of operations and financial condition by, among other things:
•increasing our vulnerability to adverse economic and industry conditions;
•limiting our ability to obtain additional financing;
•requiring the dedication of a substantial portion of our cash flow from operations to service our indebtedness if we do not make interest payments in kind, which will reduce the amount of cash available for other purposes;
•limiting our flexibility to plan for, or react to, changes in our business;
•diluting the interests of our existing stockholders as a result of issuing shares of our common stock upon conversion of our outstanding convertible notes; and
•placing us at a possible competitive disadvantage with competitors that are less leveraged than us or have better access to capital.
We are currently in default on $55.0 million of notes. Our business may not generate sufficient funds, and we may otherwise be unable to maintain sufficient cash reserves, to pay amounts due under our indebtedness, and our cash needs may increase in the future.
We are currently in default under $55.0 million of our notes. We have obtained standstill agreements from our three major noteholders that restricts them from enforcing their rights until April 26, 2024. The agreements granted may be further extended subject to certain milestones being met; the request for the extension of the agreements is in process as of this date, however there can be no assurance of the length of the extension, if any. We may be unable to raise the funds necessary to repay our notes upon the expiration of the standstill or to repurchase our convertible notes for cash if we enter into a strategic transaction that results in a change of control. If we cannot obtain further standstills or extend the maturity of the notes in default, we may be forced to seek a court ordered restructuring or liquidation.
If not cured, the defaults under the notes could also lead to a default under agreements governing our other indebtedness and agreements, which may result in that other indebtedness becoming immediately payable in full or counterparties having the right to terminate our agreements.
Provisions in the 2021 Notes could delay or prevent an otherwise beneficial takeover of us.
Certain provisions in the 2021 Notes could make a third party attempt to acquire us more difficult or expensive. For example, if a takeover constitutes a change of control, then the noteholder will have the right to require us to repurchase the 2021 Notes for cash. In this case, and in other cases, our obligations under the 2021 Notes could increase the cost of acquiring us or otherwise discourage a third party from acquiring us, including in a transaction that holders of our ordinary shares, or the ADSs represented thereby, may view as favorable.
General Risks
The loss of any of our key personnel could seriously harm our business, and our failure to attract or retain specialized technical, management or sales and marketing employees could impair our ability to grow our business.
We believe our future success will depend in large part upon our ability to attract, retain and motivate highly skilled management, engineering and sales and marketing personnel. The loss of any key employees or the inability to attract, retain or motivate qualified personnel, including engineers and sales and marketing personnel, could delay the development and introduction of and harm our ability to sell our semiconductor solutions. We believe that our future success is dependent on the contributions of Georges Karam, our co-founder and chief executive officer. The loss of the services of Dr. Karam, other executive officers or certain other key personnel could materially harm our business, financial condition and results of operations. For example, if any of these individuals were to leave unexpectedly, we could face substantial difficulty in hiring qualified successors, and could experience a loss in productivity during the search for any such successor and while any successor is integrated into our business and operations.
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Our key technical and engineering personnel represent a significant asset and serve as the source of our technological and product innovations. We plan to recruit additional design and application engineers with expertise in wireless broadband communications technologies. We may not be successful in attracting, retaining and motivating sufficient technical and engineering personnel to support our anticipated growth. In addition, to expand our customer base and increase sales to existing customers, we will need to hire additional qualified sales personnel. The competition for qualified marketing, sales, technical and engineering personnel in our industry is very intense. If we are unable to hire, train and retain qualified marketing, sales, technical and engineering personnel in a timely manner, our ability to grow our business will be impaired. In addition, if we are unable to retain our existing sales personnel, our ability to maintain or grow our current level of revenue will be harmed.
Adverse outcomes in tax disputes could subject us to tax assessments and potential penalties.
From time to time, we are subject to tax audits that could result in tax assessments and potential penalties, particularly with respect to claimed research tax credits due to the judgment involved in determining which projects meet the tax code’s criteria for innovation and fundamental research. For example, in January 2022, we received notification from the French tax authorities that our tax declarations for the years ended December 31, 2019 and 2020 would be reviewed. In December 2022, we received notification of an adjustment related to employment taxes on employees in foreign offices totaling €80,000 ($82,000) for the year ended December 31, 2019. After we contested the finding, the adjustment was reduced to €38,000 ($39,000), which we recorded as an expense in 2022. In December 2023, the tax audit was finalized and did not result in any further tax expense. Our actual costs for any disputes in the future may be materially different from the provisions recorded if we are not successful in our appeal of any assessment, which could have a material adverse effect on our business.
Our business and operations could suffer in the event of security breaches.
Attempts by others to gain unauthorized access to our information technology systems are becoming more sophisticated. These attempts, which might be related to industrial or other espionage, include covertly introducing malware to our computers and networks and impersonating authorized users, among others. Hackers may also develop and deploy viruses, worms and other malicious software programs that attack or otherwise exploit security vulnerabilities in our systems or products. Attacks may create system disruptions, cause shutdowns or result in the corruption of our engineering data, which could result in delays in product development or software updates and harm our business. Additionally, the theft, unauthorized use or publication of our intellectual property and/or confidential business information could harm our competitive position, reduce the value of our investment in research and development and other strategic initiatives or otherwise adversely affect our business. To the extent that any security breach results in inappropriate disclosure of our customers’ or business partners’ confidential information, we may incur liability as a result. We could also suffer monetary and other losses, including reputational harm, which costs we may not be able to recover. We seek to detect and investigate all security incidents and to prevent their recurrence, but in some cases, we might be unaware of an incident or its magnitude and effects. While we have identified some incidents involving attempts at unauthorized access, we are not aware of any that have succeeded. We expect to continue to devote resources to the security of our information technology systems.
Changes in International Financial Reporting Standards (“IFRS”) could adversely affect our financial results and may require significant changes to our internal accounting systems and processes.
We prepare our consolidated financial statements in conformity with IFRS. These principles are subject to interpretation by the International Accounting Standard Board and various bodies formed to interpret and create appropriate accounting principles and guidance. The IFRS periodically issues new accounting standards on a variety of topics. For information regarding new accounting standards, please refer to Note 2.2 of Notes to Consolidated Financial Statements under the heading “Changes in accounting policy and disclosures.” These and other such standards generally result in different accounting principles, which may significantly impact our reported results or could result in variability of our financial results.
In preparing our financial statements we make certain assumptions, judgments and estimates that affect amounts reported in our consolidated financial statements, which, if not accurate, may significantly impact our financial results.
In preparing our financial statements, we make assumptions, judgments and estimates for a number of items. These assumptions, judgments and estimates are drawn from historical experience and various other factors that we believe are reasonable under the circumstances as of the date of the consolidated financial statements. Actual results could differ materially from our estimates, and such differences could significantly impact our financial results.
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Item 4. Information on the Company
| A. | History and Development of the Company | ||||
Our History
Sequans Communications S.A. was incorporated as a société anonyme under the laws of the French Republic on October 7, 2003, for a period of 99 years. We are registered at the Nanterre Commerce and Companies Register under the number 450 249 677. Our principal executive offices are located at 15-55 boulevard Charles de Gaulle, 92700 Colombes, France, and our telephone number is +33 1 70 72 16 00. Our agent for service of process in the U.S. is GKL Corporate/Search, Inc., One Capitol Mall, Suite 660, Sacramento, California 95814.
The SEC maintains an Internet site at http:// www.sec.gov that contains reports, proxy and information statements, and other information that we file electronically with the SEC. Our website is www.sequans.com. The information on, or that can be accessed through, our website is not part of this annual report.
We entered into a Memorandum of Understanding (“MoU”) in August 2023 to be acquired by Renesas Electronics Corporation. Renesas terminated the MoU in February 2024 due to the receipt of an adverse Japanese tax ruling.
As of the date of this annual report, there has been no indication of any public takeover offers by third parties in respect of our ADSs or ordinary shares or by the Company in respect of other companies’ shares.
Principal Capital Expenditures
Our capital expenditures including purchase of intangible assets and capitalized development costs for the years ended December 31, 2021, 2022 and 2023 amounted to $28.9 million, $22.7 million and $29.6 million, respectively. They primarily consisted of purchases related to 5G product development as well as capitalized development costs. We anticipate our capital expenditures in the year ended December 31, 2024 to be primarily for ongoing 5G product development. We anticipate our capital expenditure in 2024 to be financed from our cash on hand plus financing from strategic alliances, R&D project financing, issuance of debt and/or equity. Should we decide to broaden our product range by acquiring or developing complementary technologies, we would need additional capital expenditures in order to support development of multi-mode or multi-feature products.
| B. | Business Overview | ||||
We are a fabless designer, developer and supplier of cellular semiconductor solutions for the massive and broadband Internet of Things (IoT) markets. We offer a comprehensive set of 5G/4G chips and modules fully optimized for non-smartphone devices. Massive IoT refers to applications with lower data transmission needs but where the technology must be extremely optimized in power consumption and cost to enable massive deployment. It covers applications such as smart mobility and logistics, smart utility meters, smart cities, e-health and wellness, and smart homes to name few. On the other side, for broadband IoT applications, the technology is optimized to provide to homes, enterprises and industrial sites the highest possible throughput and the lowest latency. While this requirement is similar to what we can see in a smartphone, our solutions focus on providing better trade-off in cost and performance optimized for broadband IoT devices such as enterprise routers and home gateways. Our product portfolio is composed of chips, or integrated circuits (IC) of baseband processors and radio frequency (RF) transceivers, as well as machine-to-machine (M2M) modules that incorporate these chips along with radio front end subsystem, and rich software that includes advanced modem and signal processing code as well as protocol stack and higher-layer applications. Our goal is to deliver an advanced set of features with technology optimized to address the IoT requirements: power, cost and size for massive IoT, and throughput, cost and latency for broadband and critical IoT. And for both, to deliver high reliability with advanced security algorithms at a competitive price.
As operators are expanding the 4G networks coverage and deploying 5G, the massive, broadband and critical IoT markets are frequently served with single-mode 4G LTE, or LTE-only, devices and with 5G devices that can fallback to 4G LTE. The completion of 3GPP Release 13/14 in 2016 ratified two new LTE categories targeting low power, low data-use machine-type communications to serve the massive IoT market. LTE-M (also known as LTE Cat M) and NB-IoT (also known as Cat NB) enable dramatically better power efficiency, reduced module costs and better coverage for massive IoT devices compared to high-speed LTE (targeting broadband speed). With the evolution in 3GPP release 15 of the standard moving to 5G, compatibility with 4G becomes a requirement. We believe we will be able to deliver dual mode (5G and 4G) products
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leveraging all our past 4G development efforts and reinforcing our position in both the massive IoT and broadband and critical IoT spaces.
With our solutions we address the rapidly-growing 5G/4G massive IoT market with the NB-IoT and LTE-M technologies, which continue to be rolled out around the world. For 5G/4G massive IoT applications, Sequans provides a comprehensive product portfolio based on its flagship Monarch, Monarch 2 dual mode LTE-M/NB IoT, and Calliope and Calliope 2 Cat 1 and Cat 1 bis chip platforms, featuring industry-leading low power consumption, a large set of integrated functionalities, and global deployment capability.
We also address the broadband IoT market, mainly consisting of wide-area use cases that require higher throughput, lower latency and larger data volumes than massive IoT, as well as wide-area and local-area use cases with requirements for extremely low latency and ultra-high reliability. For 5G/4G broadband IoT applications, Sequans is offering products based on its Cassiopeia 4G Cat 4/Cat 6 platforms and is developing a high-end Taurus 5G/4G chip platform, both optimized for low-cost residential, enterprise, and industrial applications.
Note that many vertical applications, such as satellite, avionic, public safety and military are interested to leverage the cellular 5G/4G 3GPP standard to serve their markets. Using our 5G/4G platforms developed originally for the cellular IoT market segments described above, we address this market by offering software services to do the required modifications on such platforms in order to offer optimized solutions for these vertical applications.
Our product portfolio allows us to target the IoT market segments described above, with purpose-built, price/performance-optimized chipset solutions. This includes chips and modules that have the advantage to accelerate the time-to-market in some market segments.
Our 4G LTE solutions are currently or have been in commercial deployments in the United States, Canada, Italy, France, Germany, United Kingdom, Nordic countries, Eastern Europe, the Middle East, Indonesia, Malaysia, Philippines, Vietnam, Japan, China, Taiwan, South Korea, India, Australia, Brazil and elsewhere.
Our 4G LTE solutions have been incorporated into devices sold by many leading OEMs and ODMs, including in the Verizon Wireless Ellipsis Jetpack MHS900L portable router, the Telit Cinterion IoT (formerly Thales Gemalto) ELS31 LTE Cat 1 and EMS31 Cat M industrial M2M modules, the Renesas LTE Cat M RYZ024A and RYZ014A modules, the AT&T WNC Cat M IMS2 module and in a variety of devices and modules produced by Abeeway, AsiaTEL, Casa Systems, Connected Holdings, Daatrics, FlorLink, Foxconn, Gemtek, Geotab, Invoxia, Itron, Lockheed Martin, Multitech, Next Meters, Pebblebee, Polymer Logistics, Positioning Universal Inc, Quidel, Samea, Sercomm, SG Wireless, Tozed, Trackimo, Ubiik, Wistron NeWeb, Withings, and others.
Industry Background
Evolution of Wireless Networks
The use of wireless communications devices has increased dramatically in the past decade, and mobile phones and wireless data services have become an integral part of day-to-day communication. This has created demand for 4G and 5G broadband technology that can serve mobile devices such as smartphone but also that can serve all other non-handset devices such as routers and gateways that we refer to as broadband IoT devices. On top of this, the price point, size and low power consumption of the more recent 4G LTE variants, Cat 1, Cat 1bis, LTE-M and NB-IoT, are expected to facilitate a proliferation of massive IoT devices, such as those using our solutions for cellular connectivity, and further driving wireless data traffic and volumes of cellular devices.
The first version of the 3GPP LTE specification, Release 8, defined four User Equipment (UE) categories, or performance levels. UE Category 1 provides peak downlink speeds of 10 Mbps, and uplink of 5 Mbps. UE Category 2 provides 50 Mbps downlink and 25 Mbps uplink, while Categories 3 and 4 deliver 100 Mbps and 150 Mbps downlink, respectively, each with a peak uplink speed of 50 Mbps. In subsequent releases of the 3GPP LTE specifications, Releases 10 and later-called LTE-Advanced, additional improvements in features and performance were specified. The initial versions of LTE-Advanced can provide as much as 300 Mbps of downlink speed (3GPP Release 10 UE Category 6), with subsequent versions providing downlink speeds of up to 600 Mbps and peak uplink speeds of up to 100 Mbps (3GPP Release 12 User Equipment Category 12). Several UE Categories (16 and above, introduced as part of 3GPP Release 12 and 13) have specified speeds up to or exceeding one gigabit per second (Gbps). These higher speed categories involve aggregating multiple carriers, applying higher-order multiple input multiple output (MIMO) antenna technology, and more advanced modulation techniques. The highest LTE categories as defined in 3GPP Release 15 and used in practice, allow in downlink (among the 26 defined LTE downlink categories) up to 2Gbps (Category 20), and in uplink (among the 26 defined LTE uplink categories) up to 315Mbps (Category 20).
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In 2016, the first operators began deploying network equipment using the variants of LTE optimized for massive IoT (LTE-M and NB-IoT). Operating in licensed spectrum, low power wide area networks can provide low cost, yet secure, connectivity to battery-powered devices in both rural and urban locations. Following successful pilots involving a wide variety of use cases, LTE-M and NB-IoTconnectivity has now been deployed across North America, Japan, most of the rest of the Asia-Pacific region and in many European countries. According to Global Mobile Supplier Association, 128 Cat NB-IoT and 60 LTE-M commercial network launches were already made around the world by September 2023.
In 2016 as well, major works were going on at 3GPP to add 5G to the cellular landscape through the introduction of New Radio (NR) which makes its entrance in Release 15. This is done through new waveforms and operation in a whole new set of bands. Some bands are referred to as sub-6GHz, or FR1 (frequency range 1), and span from 600MHz up to 7125MHz. The other bands are referred to as millimeter wave (mmwave), or FR2 (frequency range 2), and span today from 24GHz to 40GHz. Future expansions of those ranges may be considered. 3GPP Release 16 completes the initial specifications initiated in Release 15, and 5G continues evolving through the latest 3GPP Release 17. The 3GPP work on Release 17 closed in 2022 and Release 18 is now in process and expected to close by June 2024.
With respect to 5G, according to a report from the Global Mobile Supplier Association issued in January 2024, 302 operators in 113 countries/territories have launched commercial 5G services and 582 operators in 173 countries/territories have been investing in 5G, including trials, acquisition of licenses, planning, network deployment and launches.
The initial 5G device ecosystem was mostly made of smartphones as these can be launched before the operator achieves full deployment of their 5G network. We are now beginning to see devices to address fixed wireless access, including CPE, portable routers; and we expect that future devices will include mobile computing, and industrial applications. 5G generally has been described as targeting three main segments: enhanced mobile broadband (eMBB), massive machine type communications (mMTC), and ultra-reliable low latency communications (URLLC). The latter has been specifically addressed as part of 3GPP Release 16. This can be illustrated in the figure below with some application examples.
Wireless carriers are seeking to quickly transition existing wireless data services to more efficient 4G and 5G networks, which require less capital expenditure for a given amount of data throughput. At the same time, potential average revenue per account, or ARPA, can be increased by providing value-added mobile broadband services and solutions that are better enabled by the speed and performance of 4G and 5G networks.
Carriers in developing regions are increasingly embracing 4G wireless technology as a cost-effective and easier-to-deploy alternative to wireline networks for delivering broadband capability to subscribers. 4G wireless technology is being deployed in many of these developing regions to increase access to broadband services. This trend is expected to continue, especially as the higher 4G UE category implementations approach or even exceed gigabit per second performance levels. 5G deployment is becoming the natural next step in those regions when the technology matures and reaches mass market.
In addition to deployment driven by the wireless carriers, 4G and 5G technologies are considered for private networks applications leveraging unlicensed or semi-licensed frequency bands. Specifically, as the 3.5GHz CBRS band is currently
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underused in the U.S., the Federal Communications Commission has opened 150 MHz in this band for access to licensed users with a Priority Access License and to registered users with General Authorized Access. The spectrum is also shared by incumbents who retain the right to use the band. CBRS enables 4G and 5G deployments in this band. Our broadband products have been supporting 3.5GHz devices worldwide for a decade, and we launched low-cost Cat 4 and Cat 6 modules that are cost-optimized for CBRS broadband IoT. These bands are also available in Europe, the Middle East and South Asia and are also considered for 5G deployment.
IoT Network Evolution
While increasing demand for mobile and fixed broadband connectivity is driving 4G and 5G technologies along a performance vector, the IoT market is pushing wireless technology along a different vector. Many machine-to-machine (M2M) and other low-power IoT applications are moving to LTE connectivity for its expected longevity, and because the technology is being optimized for reduced power consumption, improved coverage and lower cost. Many M2M connections are of the “set it and forget it” variety, and are expected to remain operational for ten or more years, sometimes powered by a battery. The overall surge in the number of mobile and M2M connections and the traffic they produce, coupled with the relative scarcity of available wireless spectrum, has prompted a number of operators, including AT&T in the United States and others in South Korea and Japan, to shut down their aging 2G networks so they can re-farm the spectrum for use with 4G LTE technology. This trend is also expanding in European countries and in Australia, with leading operators such as Vodafone and EE announcing their roadmaps to shut down 2G and 3G. As a result, many traditional M2M devices have evolved and replaced 2G by 4G LTE technology, using either Cat 4 (150 Mbps), or more generally Cat 1 (10 Mbps) category and/or LTE-M and NB-IoT (see illustration below).
Realizing the demand for low-throughput IoT applications, the industry introduced new variants of 4G LTE which are optimized for low power consumption and reduced complexity, rather than high speed, in order to address the needs of machine-to-machine and other connected objects in the IoT, i.e., the massive IoT. More specifically, 3GPP has defined LTE-based standards for Machine-Type Communications (MTC), introducing narrower bandwidths, reduced complexity, reduced throughput, improved coverage and reduced power modes to the LTE standard. These MTC features began to be introduced in 3GPP Release 12, with further additions and optimizations in Releases 13, 14, 15 and 16. The optimizations are summarized in the graphic below.
3GPP Release 13, completed in mid-2016, introduced Cat M, also called LTE Category M1 or LTE-M, featuring 1.4 MHz bandwidth and peak speeds under 1 Mbps; and it also introduced a narrowband IoT (NB-IoT) category, also called Category NB1 or Cat NB, with 200 kHz bandwidth and peak speeds under 200 kbps. The 3GPP Release 14 completed in June 2017 added a higher data rate and multicast support, improved positioning and enhanced voice and mobility for Cat M. For Cat NB, Release 14 added positioning, exclusive chip identification, multicast and low power class (14Bdm). These categories provide excellent power efficiency, enabling years-long battery life for the devices they connect. They also provide superior network coverage and reduced module costs compared to their predecessor technologies, including traditional LTE, 2G and 3G. These technologies are compatible with existing LTE networks, generally via a software upgrade to the network infrastructure already deployed, and they can operate on the same spectrum already deployed by LTE operators. This combination of attributes is expected to drive significant demand for these technologies in M2M and other massive IoT applications. The graphic below depicts how various LTE categories might map to a range of IoT applications.
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The narrowband UE categories NB-IoT and LTE-M address most of the applications of the massive IoT market. Nevertheless, they do not replace the need for lower 4G LTE categories, like Cat 1 to address the higher category of the massive IoT devices where higher throughput and high-quality voice are required. Specifically, some applications in the wearable and hearable markets may require Cat 1 to support audio streaming and voice command and calls - features that cannot be served with narrowband LTE (LTE-M and NB-IoT). A new UE category, derived from Cat 1, has been introduced in Release 12 and fully completed in terms of requirements in Release 14: Category 1bis. This Category is very similar to Cat 1, but with a single receive chain, allows for chipsets and modules that can be designed at lower cost while keeping data rates of 10 Mbps in downlink and 5 Mbps in uplink: both LTE-M and NB-IoT categories have also been designed with a single receive chain, notably to help reducing the cellular LPWA module cost.
4G and 5G Wireless Networks
4G architecture represented a fundamental technological change from 3G and 2G in the design of wireless communication networks. 4G is now evolving in the framework of 5G.
4G, which employs concepts such as packet switching and internet protocol, or IP, improves the scalability and performance of data networks. Packet switching technology makes more efficient use of network capacity for data communication by transmitting data in packets over multiple shared connections as compared to a dedicated connection. OFDMA (a digital modulation and access technique) and MIMO have emerged as key technologies that increase efficient use of spectrum, signal reliability, throughput and range in 4G networks compared to 2G and 3G networks.
The throughput and range extension capabilities of OFDMA and MIMO technologies also enable infrastructure installations to cover a larger service area and provide increased network capacity, thereby reducing capital expenditures for wireless carriers.
4G LTE has become the dominant technology for 4G wireless broadband access. The GSA counted 824 commercial LTE networks (up from 817 one year earlier) around the world as of January 2024.
The rapid pace of deployment of LTE networks worldwide implies that in some regions, operators already have or are preparing to achieve LTE coverage at parity or better compared to their 2G or 3G coverage footprint. As of October 2023, ABI Research projected that the single-mode LTE IoT (Cat 1, LTE-M/NB-IoT) device market will grow at a CAGR of 18% between 2023 and 2028 to reach annual IoT device shipments of 593 million units in 2028.
5G further expands the principles of 4G, bringing two main values: higher throughput, and lower latency. This opens new opportunities for applications, ranging from gaming, to medical monitoring, and autonomous vehicles. MIMO techniques have been extended compared to 4G, and aggregated bandwidth is coming at a much larger scale. While 4G is mostly using aggregated bandwidth of 20, 40, or, in some rare cases 100MHz, 5G makes use of aggregated bandwidth up to 800MHz. The combination of powerful MIMO schemes and very large bandwidth allows for much higher throughput, in the range of several Gbps. Regulatory aspects have facilitated such a transition; spectrum is known to be a scarce resource. Beyond the re-farming of legacy spectrum (in the sub-6GHz range), new spectrum has been allocated in both this sub-6GHZ, and in the millimeter wave space (24GHz and above). Additionally, 5G was built so as to allow a smooth transition from 4G networks, with two main modes of operations: 5G Standalone (SA) for pure 5G operation and Non Standalone (NSA) for coexistence with 4G. This
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specifically allows legacy devices already deployed to be smoothly integrated in a brand new 5G network. Some mechanisms, like Dynamic Spectrum Sharing (DSS), have been introduced so as to duplex - over time - 4G operation and 5G operation.
The figure below provides a simplified perspective on the evolution of wireless technologies providing ever-increasing performance:
Thanks to the technical evolutions behind 5G New Radio (NR), allowing for high peak data rate, high spectrum efficiency, mobility, and low latency, and hence enabling eMBB and URLLC, 5G is also growing the capability of the IoT space with dedicated evolutions for massive machine type evolutions, through constant additional features over LTE-M and NB-IoT.
Starting in Release 17 with its Reduced Capability (RedCap) category of devices, 5G NR is also trying to address, through NR, the “lower” data rates below 300Mbps, providing an NR solution to replace the legacy LTE Cat 6 and Cat 4. This approach is being pursued as part of 3GPP Release 18 with an evolution of RedCap (eRedCap) that provides capability for an optimized solution addressing the capabilities of an LTE Cat 1 solution today.
Challenges Faced By 4G/5G Wireless Semiconductor Providers
Suppliers of 4G and 5G semiconductor solutions face significant challenges:
•Execution Challenges. The rapid evolution of wireless protocols, such as 4G LTE, 4G LTE Advanced and 5G NR, requires sustained product development excellence and ongoing collaboration with carriers to meet market technology needs. Subscriber demand and carriers’ push to increase revenues by providing new and higher performance devices have driven OEM and ODM product life cycles to become shorter and require semiconductor solution providers to adhere to quick time-to-market schedules while providing fast and efficient transition from design-in to volume production. Typical design cycles range from six months for consumer electronics devices up to two years or more for industrial or automotive applications. In addition, wireless carriers require semiconductor solutions to undergo extensive certification qualification and interoperability testing prior to mass production.
•Technology Challenges. In order to increase throughput with minimal cost, wireless carriers require more efficient use of spectrum through the implementation of complex signal processing algorithms, such as OFDMA with always higher modulation schemes, advanced MIMO, carrier aggregation and millimeter wave support, that require a significant amount of system-level and software expertise in addition to IC design knowledge. In addition, OEM and ODM customers’ desire for continuous improvements in power efficiency, reduced form factor and lower cost require rapid design cycles employing increasingly advanced silicon processes, improved RF transceiver performance and integration of additional features.
•Semiconductor Supply Constraints. Periodically, worldwide component shortages have created significant obstacles to on-time production and have resulted in cost increases and/or increases in lead times for components. As an example, supply of silicon wafers from our single-source supplier was put on allocation in 2021 and in 2022. The situation required us in some cases to qualify new sources of supply. In other cases, we, as well as some of our customers, purchased more inventory than required in the short-term, in order to ensure adequate supply over the following quarters. In 2022, as supply constraints lessened, many companies in the supply chain found themselves with excess inventory, resulting in lower purchasing as inventories were worked down.
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Our Competitive Strengths
We believe the following competitive strengths enable us to address the challenges faced by 4G and 5G wireless semiconductor providers:
•A strong track record of execution in 4G, that we are leveraging for 5G. We believe we are well positioned in the 4G LTE market, with more than 70 end customers having already launched or in the development phase of products using Sequans LTE chipsets, and in particular, we are a recognized innovator and leader in LTE for IoT chipsets. We have released many generations of 4G/5G chips from WiMax to LTE that have been deployed in a variety of devices including smartphones, USB dongles, tablets, mobile routers, broadband access CPEs, in-car telematics devices, smart meters, eHealth/well-being applications, and other industrial and consumer IoT devices. In the past three years, we have accomplished the following milestones:
•in December 2021, Monarch 2 becomes first Common Criteria EAL5+ certified cellular platform;
•announced in December 2021, availability of GNSS positioning technology on Monarch 2 platform;
•in December 2021, introduced Cat 1bis modules based on second-generation Cat 1 chip, Calliope 2;
•in August 2022, executed a multi-year, strategic 5G licensing agreement in excess of $50 million;
•introduced in November 2022, jointly with Skyworks Solutions, Inc., a SiP (system-in-package) solution combining Sequans’ Monarch 2 modem with Skyworks’ radio front-end solution, creating the world’s smallest LTE-M/NB-IoT connectivity platform in a single package;
•in April 2023, introduced in collaboration with Anterix, the Cassiopeia CA410 LTE Cat 4 multi-band module for public and private networks in North America; and
•in May 2023, introduced the Taurus 5G NR, the world's first chipset specifically optimized fro 5G Broadband IoT devices..
•Understanding of wireless system-level architecture and expertise in signal processing. We have an end-to-end understanding of wireless system-level architectures and networks based on our team’s experience in a broad range of wireless technologies. This enables us to serve as a trusted advisor to wireless carriers, OEMs and infrastructure vendors to optimize the performance of their 4G and 5G devices and networks. For example, our solutions offer improved standby-mode battery life in wireless devices as a result of our in-depth understanding of the interactions between the device and the network and of our implementation of advanced power-saving techniques in our solutions. We have implemented a proprietary technique called Dynamic Power Management in our Monarch chip that assures the longest possible battery life for IoT devices by dynamically adapting the chip’s deep-sleep implementation to the traffic patterns of various IoT use cases. We have also implemented another proprietary technique called eco-Paging that allows very low power consumption while maintaining a good level of reachability for the IoT device. We also leveraged our signal processing know-how to embed new functionalities such as GNSS. Security, which is at the heart of the IoT devices, has also been strengthened in our Monarch 2, embedding a Common Criteria EAL5+ secure enclave. We also invest into enabling our customers to benefit from an integrated development environment on our Monarch 2 platform.
•High performance solutions for 4G and 5G applications. Our solutions offer high performance for use in a wide array of wireless devices. The key performance characteristics of our solutions include:
◦high throughput with peak downlink data transfer rates of 150 Mbps and 300 Mbps in our 4G LTE and LTE-Advanced solutions, which is now evolving to up to 2 Gbps in our 5G Taurus chipset product portfolio with support of 5G NR with fallback to high-category 4G LTE;
◦high power efficiency in both active and idle modes using our patented idle mode optimization algorithms that improve standby time and help maximize device battery life;
◦support for LTE-Advanced features, including carrier aggregation, a capability of creating a single virtual wide channel from two or more different narrower channels, resulting in higher throughput;
◦integration of complete on-chip support for Voice over LTE (VoLTE), including support for high-definition voice using wideband codecs;
◦support for LTE-Advanced technology band 48 for CBRS solutions available through two of our LTE modules;
◦support of integrated secure element function and iSIM for better end-to-end security and built-in MNO/MVNO data plans;
◦integrated RF and Baseband functions in single die optimizing power consumption and reducing solution cost and size;
◦development and integration of specific high doppler tolerant algorithms to allow for in-plane connectivity, and efficient LTE-to-satellite communication schemes for breakthrough in mobility and connectivity for satellite services;
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◦development of Cat 1bis technology to address the cost and power consumption barriers that we believe have inhibited widespread use of 4G in wearables and consumer applications, as well as traditional IoT voice-oriented applications such as alarm systems;
◦support of outdoor location services with embedded GNSS functionality, allowing an efficient cost structure of our customers, while enabling very low power applications requiring positioning; and
◦support of an embedded applications environment.
•Highly optimized 4G and 5G solutions. We have successfully produced and ramped into commercial production multiple generations of 4G system-on-chip, or SoC, semiconductor solutions. We delivered the first cellular technology (Cat 1 and LTE-M) for massive IoT, and we began delivering the second generation dual mode LTE-M/NB-IoT for this segment in 2021. We expect to ramp up in 2024 our Cat 1bis platform, the second generation Cat 1 solution. This experience has resulted in what we believe to be one of the industry’s most efficient implementations, providing high performance at low cost and low power consumption. Some of our solutions have integrated the baseband processor and the RF transceiver into a single die, resulting in extremely high integration, small footprint and low cost. We developed and launched our second-generation Cat M chipset, the Monarch 2 that provides major improvement in power and cost with new advanced features. Furthermore, our comprehensive software solutions help our customers get to market quickly with an optimized, mature and field proven solution. Our highly optimized solutions offer key advantages for both ourselves and our end customers:
◦Lower overall system cost for our end customers, coupled with higher functionality and smaller form factor. Our ability to integrate digital and RF functions into a single device also allows us to maintain higher product margins as we believe device manufacturers are willing to pay a premium for our integrated 4G solutions, while also enabling us to reduce our manufacturing costs for wafer fabrication, assembly and testing.
◦The implementation of advanced “known good die” and wafer-level chip-scale packaging (WLCSP) technology, which reduces chip cost and design footprint, enables the creation of very small and cost-effective LTE modules.
◦Simplified product design for device manufacturers, as our solutions incorporate all key components required for a 4G device in a single die or package. We believe these advantages enable our products to be incorporated into leading edge devices that offer a high-quality user experience, as well as accelerate our end customers’ time-to-market.
◦Proprietary embedded protocol software that has been exhaustively tested with major base station vendors’ equipment to ensure reliable performance in the field. We also offer host software that facilitates rapid development of high performance device drivers, connection managers and other key application-layer software functionality.
◦Provide lowest power consumption with 1µA PSM and eco-Paging™ for optimized Extended Discontinuous Reception (eDRX), a feature that allows IoT devices to remain inactive for longer periods.
◦Optimized dual-mode Cat M/NB-IoT operation.
◦VoLTE support for integrated voice.
◦GNSS positioning.
◦Common Criteria EAL5+ certified cellular platform.
•Long-term relationships with wireless carriers. We have developed close relationships with wireless carriers around the world, helping them to test their new networks and specific features of those networks. We believe these relationships are critical to being able to certify our products quickly and to help our customers to certify and deploy their products efficiently.
Our Strategy
Our goal is to be a leading provider of next-generation wireless semiconductors for broadband, critical and massive IoT by providing best-in-class solutions that enable mass-market adoption of 4G and 5G technologies worldwide. Key elements of our strategy include:
•Identifying and optimally serving 4G and 5G market segments. As cellular operators continue to build out their 4G LTE and 5G NR networks and re-farm their 2G and 3G spectrum to support demand for data capacity, we expect to see significant growth in the demand for 4G LTE-only, 5G and 5G with 4G fallback devices. In our estimation, this demand is expected to come from three areas:
1)Massive IoT devices: massive IoT refers to the universe of connected objects that together result in very large number of connections, small data volumes, low-cost devices and stringent requirements on energy consumption. While a large number of IoT connections are expected to use WiFi, Bluetooth or some other local-area or personal-area networking technology, there are many applications for wide-area connectivity which can be
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addressed by cellular networks. Applications for cellular connectivity include smart utility meters, security, asset tracking, mobile/remote healthcare, industrial automation and monitoring, retail, smart cities, consumer wearables, agriculture and environmental monitoring, and more. This trend toward the use of 4G LTE in the massive IoT market began with the arrival of cost- and power-optimized Category 1 LTE solutions in 2015, and is accelerating with the arrival of machine type communications (MTC)-optimized 3GPP Release 13/14/15 LTE solutions, which define Cat M and Cat NB user equipment categories. In 2021, we also observed a slower than expected adoption of NB-IoT in several regions, notably in Japan (which appears to be abandoning NB-IoT networks), in Europe (developing LTE-M on top of NB-IoT), and even in China (where some applications are progressively turning to higher data rate Cat 1bis vs. lower data rate NB-IoT). On the other hand, LTE-M has been steadily growing, and new generation Cat 1 and Cat 1bis have been on the rise. Our massive IoT product family is composed of our world-first Calliope Cat 1 LTE chipset platform, announced in January 2015, certified and shipping in commercial products. Monarch, the world’s first Cat M/NB chip, was announced in February 2016, certified in 2017 and is shipping in devices for Verizon, AT&T, as well as carriers in Japan, Europe, Australia, and Canada. Monarch 2, the 5G-ready Cat M/NB evolution of our Monarch flagship platform, is now contributing to our massive IoT offering with additional benefits in terms of cost, power saving, and integrated features such as an application development environment, GNSS, and iUICC. The introduction of Calliope 2, our Cat1bis chip, should enable us to gain market share in wearable and consumer application as well to support existing IoT applications, such as smart home and smart metering, that require higher bandwidth than Cat M.
2)Broadband IoT devices: broadband IoT adopts the capabilities of Mobile Broadband connectivity for IoT by providing much higher data rates and lower latencies than for massive IoT, while optimizing the technology for non-smartphone devices. Mobile routers, also called mobile hotspots, provide convenient, on-the-go Internet access via WiFi for users in homes, offices, hotel rooms, vehicles and outdoor locations. Fixed-location (non-mobile) routers (also sometimes generically called broadband wireless CPE, or customer premise equipment) provide broadband Internet access for residential and industrial applications. Critical IoT refers to Ultra-Reliable Low- Latency Communications (URLLC) introduced by the 3GPP standard in the scope of the 5G and that we plan to support in our Taurus platform. Here the promise is to reduce latency as an important feature for both residential and industrial applications, such as gaming and robotic. Solutions based on our Cassiopeia LTE-Advanced platform (including our CBRS modules), and our 5G Taurus platform are optimized to address these types of devices.
•Accelerating our, and our customers’, time to market and reducing our customers’ development costs. By packaging our LTE semiconductor solutions in a complete, turnkey module form factor and certifying them with key wireless carriers, we have been catalyzing the market for cellular devices, speed time to market for customers wishing to incorporate connectivity in their devices and reduce the cost and complexity for our customers. In 2021, we announced our new generation Calliope 2 and related modules for Cat 1 devices, which is expected to move into mass production in 2024. Moving forward, we are improving our customer time-to-market by integrating features that allow customers to forego using additional external components such as a SIM Card (with our iUICC feature), a microcontroller (with our on-platform development environment), and a GNSS component (with our GNSS functionality on our modules). Furthermore, we facilitate cellular technology adoption with all documentation easily available on our customer portal, and further service enablers for our partners (for device management or connectivity services).
•Leveraging our multiple generations of 4G chip design experience to become a leader in advanced 4G and 5G technology and cost efficiency. The cost and power efficiency achieved from our many generations of 4G modem design has enabled us to deliver our family of products at attractive price points, enabling LTE connectivity to be embedded in a wide range of cost-sensitive IoT applications in both consumer and machine-to-machine applications. The most recent members of our massive IoT family are the 4G/5G chips, Monarch 2, and Calliope 2, with increasing level of integration and features.
•Partnering with other leading technology companies to complement our technology offerings. We regularly collaborate with ecosystem partners who provide complementary technology or strengthen our capabilities to address customer needs and competitive pressure. In 2020, we engaged a collaboration with Renesas across our entire product portfolio that will enable Renesas to sell M2M modules based on Sequans chipsets in combination with their own semiconductor offerings. We believe these collaborations will allow us to address the mass market in an effective way and acquire customers which were not yet cellular connected but were integrating Bluetooth and WiFi connectivity. We are also partnering with MVNOs to enable new potential customers using multi-region coverage. We have signed worldwide distribution contracts with Avnet, Digi-Key, Mouser Electronics and Richardson RFPD. This will facilitate access to our technology through the distributors’ wide go-to-market presence.
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Our Solutions
We have developed a portfolio of 4G and now 5G semiconductor solutions to address a variety of applications and market segments. We offer baseband solutions used to encode and decode data based on 4G and 5G protocols that serve as the core wireless processing platform for a cellular device; RF transceivers used to transmit and receive wireless transmissions; and highly integrated SoC solutions that combine these and other functions into a single die or package. Some of our SoC solutions integrate the baseband and RF transceiver functions, in some cases with an applications processor and memory. This advanced integration reduces the size, cost, design complexity and power consumption of cellular solution. We offer a family of LTE modules that vastly simplify the task of embedding LTE connectivity for device makers lacking cellular experience. This helps us expanding our options in adjusting our business model on case-by-case basis.
All of our baseband, SoC products and modules are provided with comprehensive software, including relevant source code and tools, to enable manufacturers to easily integrate our solutions into their devices in a wide variety of environments. In addition, we provide our customers with design support, in the form of reference designs that specify recommended methods for interconnecting our chips to surrounding devices, such as host processors, memory and RF front-end components as well as tools to integrate with products from major automatic test equipment vendors.
Our primary chipset products during the last three financial years are summarized in the table below. For each baseband chipset, we have a number of modules available as well.
| Platform Name Chipset ID Family | Description | |||||||||||||||||||||||||||||||||||||||||||
| Broadband IoT | Massive IoT | Key Features | ||||||||||||||||||||||||||||||||||||||||||
Monarch SQN3330 | LTE Release 13/14 SoC | * | LTE UE Category M1 and NB1 supported; Baseband, RF transceiver, memory and power management integrated in a single package; power optimized for IoT applications requiring lower throughput. Modules based on this chipset: GM01Q | |||||||||||||||||||||||||||||||||||||||||
Monarch 2 SQN3430 | LTE Release 14/15 dual-mode LTE-M/NB-IoT SoC | * | Highly integrated chip with extremely low power consumption, supporting power class 3 (23 dBm) and lower (20, 14 dBm), with an integrated MCU with Sensor-Hub Mode Secure element & iUICC, EAL5+ security government grade. Modules based on this chipset: GM02S, GM02SP | |||||||||||||||||||||||||||||||||||||||||
MonarchSiP SQN66430 SKY66430 | LTE Release 13/14 SiP | * | Ultra-compact complete LTE System in Package; integrated baseband, RF, pSRAM, power management, front-end and passives. Designed in collaboration with Skyworks. | |||||||||||||||||||||||||||||||||||||||||
| Monarch 2 SiP SQN66431 SKY66431 | LTE Release 14/15 dual-mode LTE M/NB-IoT SiP | * | Second generation of Ultra-compact complete LTE System in Package; integrated baseband, RF, pSRAM, power management, front-end and passives; eco-Paging™ for optimized eDRX; power class options 20 and 23dBm; integrated MCU, Secure element & iUICC, EAL5+ security grade, GNSS support. Designed in collaboration with Skyworks | |||||||||||||||||||||||||||||||||||||||||
Calliope SQN3223 | LTE Release 9/10 BB | * | 10Mbps CAT 1 peak throughput, USB and HS UART interfaces, integrated processor, cost- and power-optimized for IoT and M2M applications requiring lower throughput. Modules based on this chipset: US130Q, VZ120Q | |||||||||||||||||||||||||||||||||||||||||
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Colibri / Calliope SQN3241 | LTE RF | * | * | Supports 700-900MHz and 1.8-2.7GHz, up to 20 MHz bandwidth. WLCSP. Modules based on this chipset: VZ22Q/US30Q/EU40Q | ||||||||||||||||||||||||||||||||||||||||
Calliope 2 SQN3520 | LTE Release 14/15 SoC | * | Cat 1bis SoC, A-CPU, Audio, secure enclave, iUICC (40nm) technology. Baseband, RF, power management and memory integrated in one chip platform. Significant improvement in power consumption. Integrated secure enclave with EAL5 level of security. Module family based on this chipset: GC02S1 | |||||||||||||||||||||||||||||||||||||||||
Cassiopeia SQN3220/ SQN3220sc | LTE-Advanced Release 10 BB | * | LTE Cat 4 / Cat 6 with carrier aggregation up to 20 + 20 MHz Modules based on this chipset: CB410 / CB610 | |||||||||||||||||||||||||||||||||||||||||
Cassiopeia SQN3240/SQN3242/SQN3244 | LTE RF | * | Supports FDD and TDD 700 MHz - 2.7 GHz, up to 20 MHz bandwidth Modules based on this chipset: CB410L/CB610L | |||||||||||||||||||||||||||||||||||||||||
Taurus SQN5006 | 5G NR Release 17 SA and NSA Baseband SoC | * | 2 Gbps 5G NR broadband speed Frequency range: 600-7126 MHz (FR1) SA, NSA and CA for global deployment, LTE fallback Dual-core Application Processor for smart edge application High speed interface (including ethernet) | |||||||||||||||||||||||||||||||||||||||||
Abbreviations used in this table: BB = baseband processor, nm = nanometer, dBm = decibels; iUICC = integrated Universal Integrated Circuit Card; MCU = micro controller unit; PMIC = power management IC; RF = radio frequency transceiver, SDRAM = Synchronous Dynamic Random Access Memory, SiP = system in package, SoC = system-on-chip, VoLTE = Voice over LTE.
Competition
The wireless semiconductor business is very competitive. We believe that our competitive strengths will enable us to compete favorably in the 4G and 5G markets. The following are the primary elements on which companies in our industry compete:
•functionality, form factor and cost;
•product performance, as measured by network throughput, signal reach, latency and power consumption;
•software maturity and carrier certification coverage;
•track record of providing high-volume deployments in the industry; and
•systems knowledge helping customers to optimize their products.
We face competition from established semiconductor companies such as Huawei HiSilicon, Mediatek, Qualcomm Incorporated, Samsung Electronics Co. Ltd., Sony Corporation, ASR Micro and Unisoc, as well as smaller actors in the market such as GCT Semiconductor and Nordic Semiconductor.
The larger competitors have longer operating histories, significantly greater resources and name recognition, and a larger base of existing customers than us. In addition, some of them may provide incentives to customers or offer bundled solutions with complementary products, which could be attractive to some customers, or adopt more aggressive pricing policies to offset what we believe are the performance and cost advantages of our solutions.
Business Development, Sales, and Marketing
Our business development efforts are focused on developing relationships with wireless carriers to identify the market opportunities in general. Often with broadband IoT business, the carriers have their own product to launch, in this case our sales
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efforts are focused on determining which OEMs and ODMs are most likely to win in the various carrier product opportunities and securing design wins. With massive IoT, the carriers are often a partner providing the data plan service and our customers are major OEMs or ODMs addressing the various applications of massive IoT, e.g., metering, asset tracking, alarms etc. In this case, we engage with the end customers directly or via our module partners, technology partner or distributors to develop relationships and promote our solutions. We work closely with key players across the wireless industry to understand their requirements and enable them to certify and deploy cellular solutions in high volume.
Our business development team is organized regionally and by wireless carrier. In addition to identifying new business opportunities based on the wireless carriers' product launch plan, the business development team also works to understand the wireless carriers’ future technological requirements, so that we can incorporate appropriate features in our product roadmap. We have a business development team of both dedicated employees and outside contractors.
Our sales force is organized regionally to provide account management and customer support functions as close to customer physical locations as practical. As of December 31, 2023, we had a direct sales force serving our OEM and ODM customers in the Asia-Pacific region, including Taiwan, China, and Japan; Europe; the Middle East and North America. In the United States, Brazil and Israel, we have supplemented our direct sales team with sales representatives who help with sales enablement, lead generation, customer communications and customer support functions. We have continued to reinforce our go-to-market capabilities by expanding our new distributor channels implementation, including the four worldwide agreements with Avnet, Digi-Key, Mouser Electronics and Richardson RFPD. These agreements encompass lead generation and support as well as fulfillment. To further the reach of our sales channels, we are collaborating with microcontroller vendors like Renesas, Microchip and NXP, to develop IoT design kits that provide us the scale of these large corporations and also help their existing end customers easily integrate our products while keeping their software legacy intact. They are useful to address the massive IoT market as the numbers of applications and potential customers are very large.
Our sales force works closely with a team of technical support personnel. This team assists customers in solving technical challenges during the design, manufacturing implementation and certification phases of a customer’s product life cycle. The information obtained from customer support is then communicated back to the direct product development teams to be considered in future software releases or hardware development. This high-touch approach allows us to facilitate the successful certification and acceptance by the wireless carriers of our customers’ products, which speeds time-to-market for our customers and reinforces our role as a trusted advisor to our customers.
Our sales cycles typically take 12 months or more to complete and our solutions are generally incorporated into our customers’ products at the design stage. Prior to an end customer’s selection and purchase of our solutions, our sales force and technical support engineers provide our end customers with technical assistance in the use of our solutions in their products. Once our solution is designed into a customer’s product offering, it becomes more difficult for a competitor to sell its semiconductor solutions to that end customer for that particular product offering given the significant cost, time, effort and risk involved in changing suppliers. In addition, once we win a particular design with an end customer, we believe our ability to penetrate other product families at that end customer increases significantly.
Our marketing strategy is focused on enabling broad adoption of 4G and 5G solutions and communicating our technology advantages to the marketplace. This includes building awareness of and preference for our technology at wireless carriers who generate demand for 4G- and/or 5G-enabled devices. By working to understand carrier services strategies, device roadmaps and technical requirements, we believe we are better positioned to drive our roadmap to meet these needs, to influence their choice of technology suppliers, and to identify manufacturers in the wireless industry who are best prepared to serve the needs of the wireless carrier. Our technical and business relationships with AT&T, ChungHwa Telecom CHT, Deutsche Telekom, KDDI, NTT DoCoMo, Orange, Softbank, Spark Networks, T-Mobile, Telefonica, Telenor, Telstra, Verizon Wireless, Vodafone and other operators have allowed us to anticipate requirements and develop solutions tailored for their respective networks, which helped us secure several design wins and launch multiple products. Our Monarch and Monarch 2 chipsets and module offerings have been certified by AT&T, T-Mobile, Verizon, Sprint, NTT DoCoMo, Softbank, KDDI, Telstra, LG U+, Deutsche Telekom, Telus, Orange, Vodafone, CHT, Firstnet, Spark Networks — as well as certified with most global and regional industry and regulatory bodies (GCF, PTCRB, FCC, IC/ISED, ACMA, UKCA, RED, NCC, JATE, TELEC). In addition to these carrier relationships, Sequans has expanded its customer designs in 2022 and 2023 with names such as FlorLink, Geotab, Infrafon, Invoxia, Itron, Next Meters, Ubiik, WiThings. We also announced, and subsequently expanded to include the entire Sequans product line, our partnership with Renesas, in addition to partnerships on massive IoT solutions with NXP and Microchip for integrating our solutions with these microprocessors giving us access to their IoT customers.
Our marketing team is also responsible for product management, strategic planning, product roadmap creation, OEM, ODM and wireless carrier business development and corporate communications. All of these functions are aimed at strengthening the competitiveness of our solutions in response to evolving industry needs and competitive activities, and at articulating the value proposition of our technology throughout the 4G and 5G wireless industry. Our business development, sales and marketing organizations work closely together to ensure that evolving industry requirements are reflected in our
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product plans, and that customers have early access to our roadmaps and can communicate the value of our technology to the wireless carriers. This end-to-end value chain management approach is designed to grow and preserve our market share in the segments we serve.
As of December 31, 2023, we had 45 employees and five outside contractors in our business development, sales, customer support and marketing teams.
Customers
We maintain relationships with 4G and 5G wireless carriers and with OEMs and ODMs who supply devices to those carriers and their end users. We do not typically sell directly to wireless carriers, except from time to time in the context of selling services to enable new technologies or markets being developed by the carrier. Our sales are conducted on a purchase order basis with OEMs, ODMs, contract manufacturers, system integrators, or distributors (who provide certain customer communications, fulfillment and customer support functions).
Our top ten customers accounted for 92%, 95% and 92% of our total revenue in 2021, 2022 and 2023, respectively. Our strategic partner based in China accounted for 33% of our revenue in 2022 and 56% in 2023. A distributor serving multiple end customers in China and Taiwan, accounted for 23% in 2021 and less than 10% of our revenue in 2022 and 2023. Our oldest strategic partner, a Fortune Global 500 company, represented 23%, 14% and less than 10% of our revenue in 2021, 2022 and 2023, respectively. Another strategic partner accounted for 13%, 11% and 16% of our revenue in 2021, 2022 and 2023, respectively. The following is a list of our top ten customers (names given when we have permission), in alphabetical order, based on total revenue during 2023:
• Anterix • Asiatelco • Geotab • Next Century Meters • Renesas Electronics | • RFPD • Telit Cinterion Deutschland GmbH • Verizon Wireless • WiThings • Strategic partner (China) | ||||
Manufacturing
We operate a fabless business model and use third-party foundries and assembly and test contractors to manufacture, assemble and test our semiconductor solutions.
Our sole foundry vendor is TSMC, and we use their commercially available mature standard 65nm and 40nm, standard RF, mixed-signal and digital CMOS foundry processes to enable us to produce our products more cost-effectively. We use well-known outsourced semiconductor assembly and test (OSAT) suppliers such as Advanced Semiconductor Engineering ChungLi (ASECL), STATS ChipPAC Limited and Silicon Precision Industries Limited (SPIL) for most of our chipset assembly and testing. We use Asiatel Technologies Co., Foxconn (Hon Hai Precision Industry Co., Ltd.) and BYD Electronic International Co Ltd. for manufacturing of our modules.
We generally manufacture to our internal sales forecasts and fill orders as received. We do not have manufacturing agreements with our foundry or with our testing and packaging or module vendors, other than agreements with Asiatel, Foxconn and BYD, and we place our orders with our foundry and other vendors on a purchase order basis. See “Risk Factors—Risks Related to Our Business and Industry”.
We strive for continuous improvement in manufacturing processes to deliver year-on-year improvement in output, cost and product quality. We closely monitor the overall production cycle from wafer to finished goods through statistical analysis of the manufacturing data. We also run routine reliability monitoring programs to ensure long term product reliability. This enables us to operate certain test processes on demand to reduce the time-to-market for our products and to help ensure their performance, quality measures, including customer feedback and reliability.
Our quality management system is based upon the requirements of ISO 9001. We are ISO 9001 (2015) certified, and all of our major suppliers and subcontractors are required to have quality management systems certified to ISO 9000 and ISO 14000 levels, as well as appropriate environmental control, corporate social responsibility and sustainability programs.
We also comply with RoHS and REACH requirements. We perform regular routine supplier audits to ensure that our suppliers meet the required quality standards.
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Intellectual Property
We rely on a combination of intellectual property rights, or IPR, including patents, trade secrets, copyrights and trademarks, and contractual protections, to protect our core technology and intellectual property. At December 31, 2023, we had 53 issued and allowed United States patents, 18 European patents, and 8 pending United States patents. The first of our issued and allowed patents is not expected to expire until 2025.
In addition to our own intellectual property, we have also entered into a number of licensing arrangements pursuant to which we license third-party technologies and intellectual property. In particular, we have entered into such arrangements for certain technologies embedded in our semiconductor, hardware and software designs. These are typically non-exclusive contracts provided under royalty-accruing or paid-up licenses. These licenses are generally perpetual or automatically renewed for so long as we continue to pay any royalty that may be due and in the absence of any uncured material breach of the agreement. Certain licenses for technology used for development of a particular product are for a set term, generally at least two years, with a renewal option, and can be easily replaced with other currently available technology in subsequent product developments. In the event that such licenses are not renewed, they nevertheless continue with regard to products distributed in the field. Except for our licenses to the so called “essential patents” described below, we do not believe our business is dependent to any significant degree on any individual third-party license.
In the past, we have entered into licensing arrangements with respect to so called “essential patents” that claim features or functions that are incorporated into applicable industry standards and that we are required to provide in order to comply with the standard. We may be required to enter into such licensing arrangements in the future in order to comply with applicable industry standards, in particular with respect to the sales of our module products, which have full 4G or 5G functionality. We believe that general practice in the industry is that essential patent holders’ licensing policy is to license only to licensees selling a full 4G or 5G product, not to component vendors.
In 2015, we entered into an agreement to license the patent portfolio of Gemalto S.A., including at least one patent which may be considered essential for the LTE standard.
Facilities
Our principal executive offices are located in Colombes, France, consisting of approximately 21,625 square feet under a lease that expires in May 2029, but which may be terminated in May 2026. This facility accommodates our principal research and development, product marketing, and finance and administrative activities.
We have a 7,843 square-foot facility in Winnersh Triangle, England, which accommodates a research and development center under a lease expiring in October 2025. We have a 4,884 square-foot facility in Ramat Gan, Israel, which houses a research and development center, under a lease that expires in December 2024, with the option to renew. We have a 1,600 square foot office in Singapore under a lease expiring in February 2025. We have a 2,318 square-foot facility in Burnsville, Minnesota for engineering personnel under a lease that expires in January 2025. We have a 645 square-foot facility in Salo, Finland under a lease that expires in November 2024. We rent additional office space in Taipei, Taiwan; Shanghai and Shenzhen, China; Seoul, South Korea and in Bedminster, New Jersey under short-term lease agreements, and in Sophia-Antipolis, France under long-term lease agreements.
We do not own any real property. We believe that our leased facilities are adequate to meet our current needs and that additional facilities will be available on suitable, commercially reasonable terms to accommodate any future needs.
C. | Organizational Structure | ||||
The Company is the ultimate parent of the group comprised of the Sequans Communications S.A. and its subsidiaries at December 31, 2023:
| Name | Country of incorporation | Year of incorporation | % equity interest | |||||||||||||||||
| Sequans Communications Ltd. | United Kingdom | 2005 | 100 | |||||||||||||||||
| Sequans Communications Inc. | United States | 2008 | 100 | |||||||||||||||||
| Sequans Communications Ltd. Pte. | Singapore | 2008 | 100 | |||||||||||||||||
| Sequans Communications Israel (2009) Ltd. | Israel | 2009 | 100 | |||||||||||||||||
| Sequans Communications Finland Oy | Finland | 2020 | 100 | |||||||||||||||||
| Sequans Communications SAS (inactive) | France | 2023 | 100 | |||||||||||||||||
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D. | Property, Plants and Equipment | ||||
For a discussion of property, plants and equipment, see “Item 4.B—Business Overview—Facilities.”
Item 4A. Unresolved Staff Comments
Not applicable.
Item 5. Operating and Financial Review and Prospects
Summary
We are a fabless designer, developer and supplier of semiconductor solutions for broadband, critical “Internet of Things” (IoT) and massive IoT applications. Our solutions incorporate baseband processor and radio frequency, or RF, transceiver integrated circuits, or ICs, along with a front end subsystem and our proprietary signal processing techniques, algorithms and software stacks. Our high performance ICs deliver high throughput, low power consumption and high reliability in a small form factor and at a competitive price.
We shipped 1.5 million semiconductor units during 2023, compared to 3.4 million units during 2022,and 3.8 million units during 2021. Our total revenue was $33.6 million in 2023, $60.6 million in 2022 and $50.9 million in 2021.
We currently have more than 70 end customers worldwide, consisting primarily of OEMs and ODMs for modules, telematics devices, tracking devices, security devices, CPE, home routers, mobile routers, embedded devices and other data devices. We derive a significant portion of our revenue from a small number of end customers, and we anticipate that we will continue to do so for the foreseeable future. We do not have long-term purchase agreements with any of our end customers, and substantially all of our sales are made on a purchase order basis. We expect that the percentage of revenue derived from each end customer may vary significantly due to the order patterns of our end customers, the timing of new product releases by our end customers, and consumer demand for the products of our end customers. Customers representing more than 10% of total revenue in any of the years 2021, 2022 or 2023 and their locations are as follows:
| Customer | Customer Location | % of total revenue for the year ended December 31, | |||||||||||||||||||||
| 2021 | 2022 | 2023 | |||||||||||||||||||||
| A | China | —% | 33% | 56% | |||||||||||||||||||
| B | Japan | 13% | 11% | 16% | |||||||||||||||||||
| C | Germany | Less than 10% | 24% | Less than 10% | |||||||||||||||||||
| D | America | 23% | 14% | —% | |||||||||||||||||||
| E | Taiwan | 23% | Less than 10% | Less than 10% | |||||||||||||||||||
| F | China | 14% | Less than 10% | Less than 10% | |||||||||||||||||||
Our Consolidated Financial Statements for 2021, 2022 and 2023, have been prepared in accordance with IFRS as issued by the IASB.
Recent Developments
On August 4, 2023, we entered into a Memorandum of Understanding (the “MoU”) with Renesas Electronics Corporation, a Japanese corporation (“Renesas”). The MoU provided, among other things, that Renesas and the Company engage in a series of transactions pursuant to which, among other transactions, Renesas would seek to acquire (through an affiliate) all of the issued and outstanding ordinary shares for $0.7575 per ordinary share and $3.03 per ADS.
On September 26, 2023, we entered into a Securities Purchase Agreement with 272 Capital Master Fund, LTD, a fund affiliated with Wes Cummins, a director of the Company, to issue an aggregate of 2,120,141 American Depositary Shares at a price of $2.83 per ADS for a total capital increase of $5,999,999. The private placement closed on September 29, 2023, and we used proceeds of the private placement to partially fund operations.
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On November 8, 2023, we entered into a Security Purchase Agreement (the “Purchase Agreement”) with Renesas Electronics America Inc., (“Renesas America”) a wholly owned subsidiary of Renesas, providing for the issuance of an unsecured subordinated note in an aggregate principal amount of $6 million. The transaction closed on November 8, 2023. On December 27, 2023, we entered into a second Security Purchase Agreement with Renesas America providing for the issuance of an additional unsecured subordinated note in an aggregate principal amount of $3 million. The transaction closed on December 27, 2023. On February 12, 2024, we entered into a third Security Purchase Agreement with Renesas America providing for the issuance of an additional unsecured subordinated note in an aggregate principal amount of $9 million. The transaction closed on February 12, 2024.
On February 22, 2024, Renesas notified us that Renesas was terminating the MoU due its receipt of an adverse Japanese tax ruling on February 15, 2024 from the National Tax Agency of Japan. We incurred a significant amount of debt to operate our business during the pending tender offer, and our business suffered due, in part, to uncertainty raised by the pending acquisition. The termination of the MoU has created significant liquidity concerns and raised substantial doubt about our ability to continue to operate absent a new strategic transaction or financing in the near term. We were not able to pay our outstanding convertible notes due in April 2024. On April 9, 2024, we secured standstill agreements from our three main debt holders. The agreements granted an initial standstill period until April 26, 2024 that may be further extended subject to certain milestones being met; the request for the extension of the agreements is in process as of this date, however there can be no assurance of the length of the extension, if any. The goal is to provide sufficient time for the Company to effectively negotiate and finalize a new strategic transaction, thereby securing a long-term solution that aligns with the interests of all stakeholders.
On April 22, 2024, we issued an Unsecured Promissory Note with a principal amount of $5,000,000 to 272 Capital Master Fund, Ltd. The transaction closed on April 24, 2024. The Note bears paid-in kind interest at a rate of 12.0% per annum, compounded annually, with a guaranteed return of 40.0%. The Note matures on the earlier of April 22, 2025, or one day prior to the earliest maturity date of the Company’s existing convertible debt held by Lynrock Lake and Nokomis and subordinated notes held by Renesas. The Note contains customary covenants and is subject to customary events of default.
We are in discussions with several parties regarding potential strategic transactions, but we may not be able to enter into a definitive agreement in sufficient time. Even if we are able to enter into a definitive agreement, there is no certainty that a transaction will ultimately close or that we will be able to raise bridge financing and extend the standstill for our major lenders to continue to operate our business until the transaction closes.
If we are not able to enter into a strategic transaction for the sale of the company or a major licensing transaction in the near term and raise substantial new equity or debt financing, we may not be able to continue to operate our business and may need to seek a court ordered restructuring.
A. | Operating Results | ||||
Revenue
Our total revenue consists of product revenue and other revenue. Revenue from contracts with customers is recognized when control of the goods or services is transferred to the customer at an amount that reflects the fair value of the consideration to which the Company is entitled, excluding sales taxes or duties.
The Company applies a five-step approach in determining the amount and timing of revenue to be recognized: (1) identifying the contract with a customer; (2) identifying the performance obligations in the contract; (3) determining the transaction price; (4) allocating the transaction price to the performance obligations in the contract; and (5) recognizing revenue when the performance obligation is satisfied.
When a contract includes multiple promised goods and services, the Company evaluates each component to determine whether they represent separate performance obligations and determines the appropriate allocation of the contract consideration to each identified performance obligation based on estimated relative stand-alone selling prices.
Product Revenue
We derive the large majority of our revenue from the sale of semiconductor solutions and modules for 4G wireless broadband and narrowband applications, and we currently expect to continue to do so for the foreseeable future. Our solutions are sold both directly to our end customers and indirectly through distributors.
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Our sales cycles typically take 12 months or more to complete, and our solutions are generally incorporated into our end customers’ products at the design stage. Prior to an end customer’s selection and purchase of our solutions, our sales force and applications engineers provide our end customers with technical assistance in the use of our solutions in their products. Once our solution is designed into an end customer’s product offering, it becomes more difficult for a competitor to sell its semiconductor solutions to that end customer for that particular product offering given the significant cost, time, effort and risk involved in changing suppliers. In addition, once we win a particular design with an end customer, we believe our ability to penetrate other product families at that end customer increases significantly.
Our product revenue is also affected by changes in the unit volume and average selling prices, or ASPs, of our semiconductor solutions. The ASP of the module is much higher than the ASP of our semiconductor solutions as many other components are added in order to provide a complete 4G- LTE solution. Our products are typically characterized by a life cycle that begins with higher ASPs and lower volumes as our new products use more advanced designs or technology and are usually incorporated into new devices that consumers adopt over a period of time. This is followed by broader market adoption with higher volumes and ASPs that are lower than initial levels, due to the maturity of the technology, greater availability of competing products or less demand as our end customers’ products reach the end of their life cycle.
The proportion of our product revenue that is generated from the sale of various products, also referred to as product mix, affects our overall ASP, product revenue and profitability. Given the varying ASPs of our solutions, any material change in our product mix may affect our gross margins and operating results from period to period. We expect to continue to broaden our product portfolio by introducing new solutions.
License and Services Revenue
License and services revenue consists of the sale of licenses to use our technology solutions and revenue from associated annual software maintenance and support services, as well as revenue from technical support services and development services. Development services include advanced technology development services for technology partners and software development and integration services for customers, and wireless operators.
We license the right to use our solutions, including embedded software that enables our end customers to customize our solutions for use in their products. The license generally is perpetual and covers unlimited product designs by the end customer. We expect that we will continue to sign new license agreements as we begin working with new customers, but the amount may vary significantly from year to year.
Development services agreements typically call for a number of milestones to be delivered over several quarters, with revenue generally recognized on the percentage of completion method as the contract progresses. The amount of development services can vary over time depending on the timing of when new contracts are won and the length of the contract period.
License and services revenue decreased in 2023 due to a peak in licensing revenue recognized in 2022 following execution of a large 5G license with a Chinese strategic partner. This contract resulted in an increase in license and service revenue compared to 2021.
We expect license and services revenue to continue to be a significant part of the total revenue mix in the short term as we complete delivery on existing contracts and as we enter into similar smaller new agreements.
Cost of Revenue
Our cost of revenue includes cost of product revenue and cost of services and license revenue.
A significant portion of our cost of semiconductor product revenue consists of the cost of wafers manufactured by third-party foundries and costs associated with assembly and test services. Cost of product revenue is impacted by manufacturing variances such as cost and yield for wafer, assembly and test operations and package cost. To a lesser extent, cost of product revenue includes expenses relating to depreciation of production mask sets, the cost of shipping and logistics, royalties, personnel costs, including share-based compensation expense, valuation provisions for excess inventory and warranty costs.
For our module products, the cost of product revenue includes not only the cost of the semiconductor solution but also other components such as power amplifiers and filters, as well as greater packaging costs.
Early in the life cycle of our products, we typically experience lower yields and higher associated costs. Over the life cycle of a particular product, our experience has been that the cost of product revenue has typically declined as volumes increase and test operations mature, while ASPs generally decline.
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We use third-party foundry, assembly and test subcontractors, which are primarily located in Asia, to manufacture, package and test our semiconductor solutions. We purchase processed wafers from our fabrication supplier, currently TSMC. We also rely on third-party assembly and test subcontractors to assemble, package and test our products, and on third-party logistics specialists for logistics and storage. We generally do not have long-term agreements with our suppliers. Our obligations with our vendors for manufacturing, assembly and testing are generally negotiated on a purchase order basis.
As most of the costs related to services and license revenue are incurred as part of our normal research and development efforts, we allocate to cost of services and license revenue only the incremental costs related to service contract obligations and specific direct costs related to providing maintenance and technical support and generating development services revenue.
Gross Profit
Our gross profit is affected by a variety of factors, including our product and revenue mix, the ASPs of our products, the volumes sold, the purchase price of fabricated wafers, assembly and test service costs and royalties, provision for inventory valuation charges, and changes in wafer, assembly and test yields. We expect our gross profit will fluctuate over time depending upon competitive pricing pressures, the timing of the introduction of new products, product and revenue mix, volume pricing, variances in manufacturing costs and the level of royalty payments to third parties possessing intellectual property necessary for our products.
Operating Expenses
Research and Development
We engage in substantial research and development efforts to develop new products and integrate additional capabilities into our core products. Research and development expense consists primarily of personnel costs, including share-based compensation, for our engineers engaged in design and development of our products and technologies. These expenses also include the depreciation cost of intellectual property licensed from others for use in our products and depreciation of capitalized internal development costs, and directly expensed product development costs, which include external engineering services, cost of development software and hardware tools, cost of fabrication of mask sets for prototype products, external laboratory costs for certification procedures, equipment depreciation and facilities expenses.
We expect research and development expense (net of the effects of research tax credits, increased government grants and increased capitalization) to increase slightly in 2024 as we continue our 5G development effort.
Under IFRS, research and development expense is required to be capitalized if certain criteria are met and then amortized over the life of the product. In 2021, we started capitalizing costs for the 5G product and continued capitalizing certification costs and costs for the LTE Category NB (Monarch 2/ N) and for the LTE Category 1 (Calliope 2) for a total amount of $18.3 million (net of research tax credit for $1.6 million); in 2022, we continued capitalizing costs for the 5G product, certification costs and costs for the LTE Category 1 (Calliope 2) for a total amount of $13.8 million (net of research tax credit for $1.9 million), and in 2023 we continued capitalizing costs for the 5G product, certification costs and costs for the LTE Category 1 (Calliope 2) for a total amount of $22.3 million (net of research tax credit for $2.1 million). We expect that we will continue to capitalize 5G development costs going forward if the relevant accounting criteria continue to be met.
Research and Development Incentives
In France and the United Kingdom, we receive certain tax incentives based on the qualifying research and development expense incurred in those jurisdictions. When the incentive is available only as a reduction of taxes owed, such incentive is accounted for as a reduction of tax expense; otherwise, it is accounted for as a government grant with the benefit recorded as a reduction of research and development expense. We expect to be able to continue to qualify for such tax incentives in these jurisdictions in future periods. We expect the tax incentives, which are based on a percentage of qualifying research and development expense, to remain fairly stable in the short term. For 2023, we recorded a net amount of approximately $5.4 million in tax incentives compared with $4.6 million in 2022, and $6.3 million in 2021.
In France, we also receive incentives in the form of grants from agencies of the French government and the European Union, based on qualifying research and development expense incurred pursuant to collaborative programs carried out with other companies and universities. These incentives are recorded as a reduction of research and development expense and are recognized when there is a reasonable assurance that the grant will be received, and all relevant conditions will be complied with. For 2023, we recorded approximately $1.8 million in grants compared with approximately $4.9 million in 2022 and $3.6 million in 2021
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In 2019, we received the final $2.1 million payment of grants and debt financing related to a large research project funded by the French government, called FELIN. The total value of the project funding for the Company was €7.0 million ($9.0 million). Of the €7.0 million, €3.0 million was in the form of a grant and €4.0 million was in the form of interest-bearing debt to be repaid beginning in 2019 and through 2024. The Company made principal and interest payments on the FELIN debt of €675,000 ($804,000) in 2021, €540,000 ($571,000) in 2022 and €870,000 ($939,000) in 2023.
In 2020, we received the final $0.4 million payment of grants and debt financing related to another large research project funded by the French government, called LTE4PMR. The total value of the project funding for the Company was €2.1 million ($2.3 million using the exchange rate at the grant date) to be received over four years. Of the €2.1 million, €0.7 million was in the form of a grant and €1.4 million was in the form of interest-bearing debt that was to be repaid beginning in 2020 and through 2024. In late 2020, the Company determined that the LTE variant financed by this project would not be commercially viable and requested that the debt be forgiven. In 2021, the government agreed to forgive 85% of the debt, which was recorded as a $241,000 grant, reducing research and development expense as a one-time event in April 2021.
In 2021, a new financing called CRIIoT to finance 5G developments was received with a total value of €5,615,000 ($6,793,000 using exchange rate at the grant date) in the form of a grant. The funding is paid in three installments: €1,404,000 ($1,670,000 using exchange rate at the funding date) after the signature of the contract, received in April 2021; €2,808,000 ($2,966,000 using exchange rate at the funding date) received in July 2022 based on achievement of milestones and the remaining amount of €1,403,000 ($1,550,000 using exchange rate as of December 31, 2023) after final claims have been approved, which is expected to occur in 2024.
In March 2024, we were awarded a new financing called eRedCap to support our low-power 5G developments with a total value of €10,888,000 ($11,771,000 using the exchange rate at the grant date), of which €7,451,000 is in the form of a grant and €3,437,000 in the form of interest-bearing debt that is to be repaid beginning in 2028 and through 2031.
With the benefit of the large eRedCap grant to begin being recognized in the second quarter of 2024, we expect that the amounts we recognize from such grants overall should increase in 2024.
Sales and Marketing
Sales and marketing expense consists primarily of personnel costs, including sales commissions, and share-based compensation for our business development, sales, customer support and marketing personnel, commissions paid to independent sales agents, marketing fees paid to industrial partners, the costs of advertising and participation in trade shows. We expect the size of our business development, sales and marketing organization, and sales and marketing expense, to remain fairly stable in 2024 after having increased during 2023.
General and Administrative
General and administrative expense consists primarily of personnel costs and share-based compensation for our finance, human resources, purchasing, quality and administrative personnel; professional services costs related to recruiting, accounting, tax and legal services; bad debt expense, investor relations costs; insurance; and depreciation. Information technology and facilities expenses are accounted for as overhead and allocated across all departments of the Company based on a pro rata basis. Legal expenses were unusually high in 2023 due to the tender offer from Renesas, which was terminated in February 2024. Absent any similar transaction in 2024, we expect general and administrative expense to decrease in 2024.
Interest Income (Expense), Net
Interest income consists of interest earned on cash and cash equivalent balances. We have historically invested our cash primarily in commercial bank accounts, short term deposits and money market funds.
Interest expense relates to our convertible debt issued in 2019 and 2021; lease contracts; an upfront payment received in October 2019; a French government debt financing received in May 2020; our government debt put in place in 2015; our accounts receivable financing facility put in place in 2014 and tax credit receivable financing put in place in 2021, 2022 and 2023; research project loans received from 2014 to 2019; and unsecured loans received from Renesas in November and December 2023.
Convertible Debt Amendments
In August 2022, the Company exercised its option to extend the term of the convertible notes issued in August 2019 by one year to August 2023 in exchange for an increase of the interest rate from 7.0% to 9.5% per annum effective August 15,
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2022 and the issuance of 594,680 warrants (148,670 ADSs) at an exercise price of $1.03 per warrant ($4.12 per ADS). The conversion price of the debt was not changed as the existing conversion price was less than 120% of 20-day VWAP. The exercise of the option resulted in the extinguishment of the existing note and issuance of a new note for accounting purposes. The change in the liability component before and after the amendment was recorded as financial gain for an amount of $476,000.
In August 2023, the Company exercised its option to extend the term of the convertible notes issued in August 2019 to April 2024 in exchange for an increase of the interest rate from 9.5% per annum to 13.5% per annum effective August 15, 2023 and the issuance of 1,244,820 warrants (311,205 ADSs) at an exercise price of $0.8082 per warrant ($3.23 per ADS). The conversion price of the debt was decreased from $1.03 per share ($4.12 per ADS) to $0.8082 per share ($3.23 per ADS). The exercise of the option resulted in the extinguishment of the existing note and issuance of a new note for accounting purposes. The change in the liability component before and after the amendment was recorded as financial gain for an amount of $247,000.
With the extension of the maturity of the 2021 Note from Lynrock Lake due to the standstill agreement put in place, the PIK rate of interest increased from 6% to 8% beginning April 10, 2024.
Change in Fair Value of Convertible Debt Embedded Derivative
In January and February 2021, Nokomis converted portions of the convertible note issued in 2015 with a total principal value of $7,750,000 plus accrued interest and conversion bonus of $4,536,438, into a total of 7,227,308 ordinary shares. The recalculated fair value of the embedded derivatives related to the note at the conversion dates was $6,534,000, and the change of the fair value amounted to a loss of $3,269,000.
On April 9, 2021, the Company entered into a convertible note agreement with Lynrock Lake Master Fund LP in the principal amount of $40.0 million. The convertible note matures in April 2024 and is convertible, at the holder’s option, into the Company’s shares at a conversion rate of $1.915 per share (representing $7.66 per ADS), subject to a 9.9% ownership limit for Lynrock Lake. The convertible debt pays interest annually at an interest rate of 5.0625% for cash payments or 6% for payment in kind accruals. Sequans retains an option to call the convertible debt under certain circumstances after 12 months, either in full or in part. If a change of control occurs at any time prior to the payment of the note in full, Lynrock Lake Master Fund LP shall have the right, in its sole discretion, to convert or to require Sequans to redeem all of the outstanding principal amount (including accrued interest and unpaid interest).
The note was accounted for as compound financial instruments with two components: (i) a liability component reflecting the Company’s contractual obligation to pay interest and redeem the bonds in cash; and (ii) an embedded derivative, which reflects the value of the conversion option.
The initial fair value of the notes was split between these two components.
The fair value of the liability component on the issuance date of the Lynrock Lake convertible debt represented the fair value of a similar liability that does not have an associated equity conversion feature, calculated as the net present value of contractually determined future cash flows, discounted at the rate of interest applied by the market at the time of issue to instruments of comparable credit status and providing substantially the same cash flows, on the same terms, but without the conversion option. On April 9, 2021, the initial fair value of the embedded derivative of the Lynrcok Lake notes was calculated to be $12,713,000. The change in fair value is remeasured and recorded as financial income or loss at each statement of financial position date. At December 31, 2023, the recalculated fair value of the convertible debt instruments was nil ($1,956,000 and $7,003,000 at December 31, 2022 and 2021, respectively), and the gain in change of the fair value of $1,956,000 for the year ended December 31, 2023 (gains of $5,047,000 and $5,710,000 for the years ended December 31, 2022 and 2021) was recorded in the Consolidated Statement of Operations.
On April 14, 2021, the Company repaid the remaining principal amount of the existing convertible debts that were due on April 14 (convertible notes issued in April 2015 and in September 2018) with accrued paid-in-kind interest of 7%. $6,378,104 was repaid for the April 2015 convertible note ($4,250,000 in principal and $2,128,000 as accrued interest) and $5,346,699 ($4,500,000 in principal and $847,000 as accrued interest) for the September 2018 convertible note. The recalculated fair value of the embedded derivatives at the repayment date was $4,645,000 and was recorded as financial income in the Consolidated Statement of Operations and the change of the fair value amounted to a loss of $934,000.
On August 16, 2022, the accounting for the exercise of the option to extend the term of the convertible note issued in August 2019 resulted in an embedded derivative. The initial fair value of the embedded derivative of the note was calculated to be $1,920,000, including the fair value of the warrants to be granted at the extension date for an amount of $195,000. After the issuance of the warrants (recorded in Other Capital reserves in shareholders' equity), the fair value of the embedded derivative of the note was $1,725,000.
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On August 16, 2023, the accounting for the exercise of the option to extend the term of the convertible note issued in August 2019 resulted in an embedded derivative. The initial fair value of the embedded derivative of the note was calculated to be $215,000, including the fair value of the warrants to be granted at the extension date for an amount of $82,000. After the issuance of the warrants (recorded in Other Capital reserves in shareholders' equity), the fair value of the embedded derivative of the note was $133,000. At December 31, 2023, the recalculated fair value of the convertible debt was $3,000 ($1,247,000 and $3,078,000 at December 31, 2022 and 2021) and the gain in change of the fair value of $1,244,000 for the year ended December 31, 2023 (gains of $1,831,000 and $2,341,000 for the years ended December 31, 2022 and 2021), were recorded in the Consolidated Statement of Operations.
Foreign Exchange Gain (Loss), Net
Foreign exchange gain (loss) represents exchange gains and losses on our exposures to non-U.S. dollar denominated transactions, primarily associated with the changes in exchange rates between the U.S. dollar and the euro, and re-measurement of foreign currency balances at reporting date. As a result of our international operations, we are subject to risks associated with foreign currency fluctuations. Almost all of our revenues are in U.S. dollars and a portion of our expenses are also in U.S. dollars. However, a significant portion of our personnel costs is in euros and some long-term items on our statement of financial position are also denominated in euros. We use hedging instruments in order to reduce volatility in operating expenses related to exchange rate fluctuations. We classify foreign exchange gains and losses related to hedges of euro-based operating expenses as operating expenses.
Income Tax Expense (Benefit)
We are subject to income taxes in France, the United States and numerous other jurisdictions. During the ordinary course of business, there are many transactions and calculations for which the ultimate tax determination is uncertain. As a result, we recognize tax liabilities based on estimates of whether additional taxes will be due. These tax liabilities are recognized when we believe that certain positions may not be fully sustained upon review by tax authorities, notwithstanding our belief that our tax return positions are supportable. Our effective tax rates differ from the statutory rate primarily due to any valuation allowance, the tax impact of local taxes, international operations, research and development tax credits, tax audit settlements, non-deductible compensation, and transfer pricing adjustments. In respect of our subsidiaries outside of France, we operate on a “cost plus” basis.
In the years ended December 31, 2022 and 2023, a withholding tax was retained from a license fee invoiced in China. This withholding was only recoverable in the year of the invoicing. As the Company was in a tax loss position in both years, the amounts of $2,250,000 in 2022 and $1,875,000 in 2023, were not recoverable and were recorded in Income tax expense.
In France, we have significant net deferred tax assets resulting from net operating loss carry forwards, tax credit carry forwards and deductible temporary differences that reduce our taxable income. Our ability to realize our deferred tax assets depends on our ability to generate sufficient taxable income within the carry back or carry forward periods provided for in the tax law for each applicable tax jurisdiction. Following the issuance of convertible debt and debt with warrants attached, we have deferred tax liabilities resulting from the bifurcation of the conversion feature and warrants from the debts. The deferred tax liabilities have allowed us to recognize deferred tax assets, subject to certain limitations on their use under French tax law. In the years ended December 31, 2021, 2022 and 2023, deferred tax liabilities of $121,000, $139,000 and $(9,000), respectively, were recognized through income tax expense on our Consolidated Statement of Operations. Over time, as we generate taxable income, we expect our tax rate to increase significantly.
Critical Accounting Policies and Estimates
The discussion and analysis of our financial condition and results of operations is based on our Consolidated Financial Statements contained elsewhere in this annual report, which are prepared in accordance with IFRS as described in Note 2 to our Consolidated Financial Statements.
Some of the accounting methods and policies used in preparing our Consolidated Financial Statements under IFRS are based on complex and subjective assessments by our management or on estimates based on past experience and assumptions deemed realistic and reasonable based on the circumstances concerned. The actual value of our assets, liabilities and shareholders’ equity and of our earnings could differ from the value derived from these estimates if conditions changed and these changes had an impact on the assumptions adopted. We believe that the most significant management judgments and assumptions in the preparation of our financial statements are described below.
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Revenue Recognition
Arrangements with customers are considered contracts if all the following criteria are met: (a) parties have approved the contract and are committed to perform their respective obligations; (b) each party’s rights regarding the goods or services to be transferred can be identified; (c) payment terms related to the goods or services to be transferred can be identified; (d) the contract has commercial substance and (e) collectability of substantially all of the consideration is probable.
Revenue is recognized when we transfer promised goods or services to customers in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods or services. We follow a five-step model to: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the separate performance obligations in the contract; and (v) recognize revenue when (or as) we satisfy a performance obligation.
Our contracts with customers often include promises to transfer multiple products and/or services to a customer. Determining whether products and services are considered distinct performance obligations that should be accounted for separately versus together may require significant judgment. Judgment is also required to determine the stand-alone selling price (“SSP") for each distinct performance obligation. In instances where SSP is not directly observable, such as when we do not sell the product or service separately, we determine the SSP using information that may include market conditions and other observable inputs.
If the consideration in a contract includes a variable amount, we use our judgment to estimate the amount of consideration to which we will be entitled in exchange for transferring the goods or services to the customer. The variable consideration is estimated at contract inception and constrained until it is highly probable that a significant revenue reversal in comparison to the amount of cumulative revenue recognized will not occur when the associated uncertainty with the variable consideration is subsequently resolved.
We sometimes receive advance payments from customers for the provision of development services. We determine if there is a significant financing component for these contracts considering the length of time between the customers’ payment and the transfer of control of the goods and services. When a significant financing component has been identified, the transaction price for these contracts is discounted, using the rate that we estimate would be reflected in a separate financing transaction at contract inception.
We recognize revenue when we satisfy the performance obligation by transferring the control over a product to the customer. Judgment is required to assess the pattern of transfer of control, in particular with regards to products’ sales to distributors and the rendering of services. Where we render services to the customers, they usually correspond to performance obligations which are satisfied over time, which are accounted for using the percentage-of-completion method, electing an input method of estimated costs as a measure of performance completed.
We rely on estimates around the total estimated costs to complete the contract (“Estimated Costs at Completion”). Total Estimated Costs at Completion include direct labor, material and subcontracting costs. Due to the nature of the efforts required to be performed to meet the underlying performance obligation, determining Estimated Costs at Completion is subject to many variables. Management quarterly reviews the progress and performance of open contracts in order to determine the best estimate of Estimated Costs at Completion. As part of this process, management reviews information including, but not limited to, any outstanding key contract matters, progress towards completion, the project schedule, identified risks and opportunities, and the related changes in estimates of costs. The risks and opportunities include management’s judgment about the ability and cost to achieve the project schedule, technical requirements, and other contract obligations.
Trade Receivables
We maintain an allowance for doubtful accounts for potential estimated losses resulting from our customers’ inability to make required payments. Impairment losses on trade accounts receivable are estimated using the expected loss method, in order to take into account the risk of payment default throughout the lifetime of the receivables. Based on an analysis of historical credit losses, we have not applied any expected credit losses to our outstanding receivables as of the reporting date beyond specific provisions for doubtful accounts. If we receive information that the financial condition of our customers has deteriorated, resulting in an impairment of their ability to make payments, or there are indicators that amounts receivable will become uncollectible, additional allowances could be required. We record an allowance for any specific account we consider as doubtful based on the particular circumstances of the account. The carrying amount of the receivable is thus reduced through the use of an allowance account, and the amount of the charge is recognized in the Consolidated Statement of Operations. Subsequent recoveries, if any, of amounts previously provided for are credited against the same line in the Consolidated Statement of Operations. When a trade accounts receivable is uncollectible, it is written-off against the allowance account for trade accounts receivable.
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Inventories
Inventories consist primarily of the cost of semiconductors, including wafer fabrication, assembly, testing and packaging; components; and modules purchased from subcontractors. We write down the carrying value of our inventories to the lower of cost (determined using the moving average method) or net realizable value (estimated market value less estimated costs of completion and the estimated costs necessary to make the sale). We write down the carrying value of our inventory for estimated amounts related to lower of cost or net realizable value, obsolescence or unmarketable inventory equal to the difference between the cost of inventory and the estimated net realizable value. The estimated net realizable value of the inventory is based on historical usage and assumptions about future demand, future product purchase commitments, estimated manufacturing yield levels and market conditions on a product-by-product basis. Once established, inventory reserves are not reversed until the related inventory has been sold or scrapped. Actual demand may differ from forecasted demand and these differences may have a material effect on recorded inventory values and cost of revenue.
When we consider future demand for a product, there are a number of factors that we take into consideration, including purchase orders and forecasts from customers, which in normal market conditions give us visibility for the next three months and some view on the following three months, our own internal projections based on customer inputs and new business opportunities, and estimates of market potential based on reports from industry analysts. The time horizon considered for future demand varies depending on the nature of the product, meaning we consider if the product is newly-introduced or approaching end-of-life, if the product is in finished good form or in component form, and if the product is incorporated in a large or small number of different end-user products from few or many customers.
We evaluate the realizability of our inventory at each balance sheet date. In doing so, we consider, among other things, demand indicated by our customers, overall market potential based on input from operators and analysts, and the remaining estimated commercial life of our products.
At December 31, 2021, 2022 and 2023, we had provisions for slow-moving LTE inventory totaling $1.3 million, $1.9 million and $2.9 million, respectively.
Share-Based Compensation
We have various share-based compensation plans for employees. The expense recorded in our statement of operations for equity awards under these plans is affected by changes in valuation assumptions. For example, the fair value of stock options is estimated by using the binomial model on the date of grant based on certain assumptions, including, among others, expected volatility, the expected option term and the expected dividend payout rate.
For the years ended December 31, 2021 and 2022, the assumption for expected volatility was based on the Company’s historical volatility since the initial public offering in 2011. For the year ended December 31, 2023, the 6-year volatility of the Company was used.
We recognize compensation expense only for the portion of share options that are expected to vest. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from our estimates.
For 2021, 2022 and 2023, we recorded employee share-based compensation expense of $5.1 million, $5.5 million and $7.1 million, respectively. Share-based compensation expense related to non-employees was not material for 2021, 2022 and 2023.
Fair Value of Financial Instruments
The Company determined that the fair values of cash, trade receivables and trade payables approximate their carrying amounts largely due to the short-term maturities of these instruments.
Where no active market exists, the Company establishes fair value by using a valuation technique determined to be the most appropriate in the circumstances.
Regarding compound debt instruments, the fair value of the debt component was determined at the date of issuance using a valuation model that requires judgment, including estimating the change in value of the Company at different dates and market yields applicable to the Company’s straight debt (without the conversion option(s)). The assumptions used in calculating the value of the conversion option(s), the expected volatility of the Company’s underlying stock price which has experienced fluctuations, and the market discount rate, represent the Company’s best estimates based on management’s judgment and subjective future expectations. The fair value of the debt component was supported by work performed by an independent valuation specialist engaged by the Company.
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Deferred Tax Assets and Liabilities
Deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating losses and tax credit carryforwards. Management makes assumptions, judgments and estimates to determine our deferred tax assets and liabilities, including whether deferred tax assets are likely to be realized.
Research and Development Costs
Costs incurred internally in research and development activities are charged to expense until technological feasibility and commercial viability has been established for the project. Once technological feasibility and commercial viability are established, development costs are capitalized until the product is available for general release to customers. Judgment is required in determining when technological feasibility and commercial viability of a product is established. We have determined that technological feasibility for our software products is reached after all high-risk development issues have been resolved. Generally, this occurs when the preliminary design review has been completed.
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Results of Operations
The following tables set forth a summary of our consolidated results of operations for the periods indicated. This information should be read together with our Consolidated Financial Statements and related notes included elsewhere in this annual report. The results of operations in any period are not necessarily indicative of the results that may be expected for any future period.
Comparison of Years Ended December 31, 2022 and 2023
| Year ended December 31, | Change | |||||||||||||||||||
| 2022 | 2023 | % | ||||||||||||||||||
| (in thousands) | ||||||||||||||||||||
| Revenue: | ||||||||||||||||||||
| Product revenue | $ | 22,974 | $ | 8,060 | (65) | % | ||||||||||||||
| License and services revenue | 37,577 | 25,556 | (32) | |||||||||||||||||
| Total revenue | 60,551 | 33,616 | (44) | |||||||||||||||||
| Cost of revenue | 17,671 | 9,476 | (46) | |||||||||||||||||
| Gross profit | 42,880 | 24,140 | (44) | |||||||||||||||||
| Operating expenses: | ||||||||||||||||||||
| Research and development | 26,610 | 26,124 | (2) | |||||||||||||||||
| Sales and marketing | 10,027 | 11,861 | 18 | |||||||||||||||||
| General and administrative | 10,082 | 15,993 | 59 | |||||||||||||||||
| Total operating expenses | 46,719 | 53,978 | 16 | |||||||||||||||||
| Operating income (loss) | (3,839) | (29,838) | 677 | |||||||||||||||||
| Financial income (expense): | ||||||||||||||||||||
| Interest income (expense), net | (10,857) | (11,233) | 3 | |||||||||||||||||
| Impact of debt reimbursement | — | — | ||||||||||||||||||
| Convertible debt amendments | 476 | 247 | (48) | |||||||||||||||||
| Change in the fair value of convertible debt derivative | 6,878 | 3,200 | (53) | |||||||||||||||||
| Foreign exchange gain (loss) | 1,082 | (692) | (164) | |||||||||||||||||
| Profit (Loss) before income taxes | (6,260) | (38,316) | ||||||||||||||||||
| Income tax expense (benefit) | 2,748 | 2,674 | (3) | |||||||||||||||||
| Profit (Loss) | $ | (9,008) | $ | (40,990) | ||||||||||||||||
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The following table sets forth a summary of our statements of operations as a percentage of total revenue:
| Year ended December 31, | ||||||||||||||
| 2022 | 2023 | |||||||||||||
| (% of total revenue) | ||||||||||||||
| Revenue: | ||||||||||||||
| Product revenue | 38 | 24 | ||||||||||||
| License and services revenue | 62 | 76 | ||||||||||||
| Total revenue | 100 | 100 | ||||||||||||
| Cost of revenue | 29 | 28 | ||||||||||||
| Gross profit | 71 | 72 | ||||||||||||
| Operating expenses: | ||||||||||||||
| Research and development | 44 | 78 | ||||||||||||
| Sales and marketing | 17 | 35 | ||||||||||||
| General and administrative | 17 | 48 | ||||||||||||
| Total operating expenses | 78 | 161 | ||||||||||||
| Operating income (loss) | (7) | (89) | ||||||||||||
| Financial income (expense): | ||||||||||||||
| Interest income (expense), net | (18) | (33) | ||||||||||||
| Impact of debt reimbursement | — | — | ||||||||||||
| Convertible debt amendments | 1 | 1 | ||||||||||||
| Change in the fair value of convertible debt derivative | 11 | 10 | ||||||||||||
| Foreign exchange gain (loss) | 2 | (2) | ||||||||||||
| Profit (Loss) before income taxes | (11) | (113) | ||||||||||||
| Income tax expense (benefit) | 5 | 8 | ||||||||||||
| Profit (Loss) | (16) | (121) | ||||||||||||
Revenue
Product Revenue
Product revenue decreased 65% from $23.0 million in 2022 to $8.1 million in 2023. The decrease was mainly due to various delays by our customers in the launch of their products and to lower purchasing by existing customer products due to excess inventory throughout the supply chain from overstocking during the previous years' supply shortages. In 2022 and 2023, massive IoT product revenue accounted for approximately 96% and 97%, respectively, of total product revenue, and broadband product revenue accounted for approximately 4% and 3%, respectively, of total product revenue.
Total massive IoT product revenue decreased 64% from $22.0 million in 2022 to $7.8 million in 2023 due to the decline in our first-generation Cat 1 product revenue, related to one large customer's inventory rationalization that carried over from 2022. The Cat 1 business is in various applications, such as electrical meters in Japan, vending machines, security and asset tracking. Cat M product category revenue decreased around 30%, due to customer delays in the move to production for several large design wins.
Total broadband product revenue decreased 76% from $1.0 million in 2022 to $0.2 million in 2023. Broadband revenue is expected to accelerate in the future with the launch of our 5G Taurus platform in late 2025.
In 2023, we shipped approximately 1.5 million units of 4G products compared to 3.4 million units in 2022. We expect revenue growth in the second half of 2024, supported by a strong ramp-up of the second generation Cat 1 Calliope 2 business.
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License and Services Revenue
License and services revenue decreased 32% from $37.6 million in 2022 to $25.6 million in 2023. Revenue related to large 5G licensing deals signed in 2020, 2021 and 2022 declined sequentially, as expected, due to the payment structure of the most recent 5G strategic agreements. Development services revenue decreased 62% from $6.1 million in 2022 to $2.3 million in 2023. License revenue decreased 26% from $31.0 million in 2022 to $23.0 million in 2023, and maintenance revenue decreased 51% from $0.4 million in 2022 to $0.2 million in 2023. License and maintenance revenues can vary quite significantly from one period to another.
Sales to external customers disclosed below are based on the geographical location of the customers to which the Company invoices. The following table sets forth the Company’s total revenue by region for the periods indicated.
| Year ended December 31, | ||||||||||||||
| 2022 | 2023 | |||||||||||||
| Asia: | ||||||||||||||
| China (including Hong-Kong) | $ | 24,018 | $ | 21,702 | ||||||||||
| Taiwan | 1,066 | 29 | ||||||||||||
| Korea | 8 | 30 | ||||||||||||
| Rest of Asia | 2,202 | 62 | ||||||||||||
| Total Asia | 27,294 | 21,823 | ||||||||||||
| Germany | 15,525 | 1,001 | ||||||||||||
| United States of America | 16,749 | 8,666 | ||||||||||||
| Rest of world | 983 | 2,126 | ||||||||||||
| Total revenue | $ | 60,551 | $ | 33,616 | ||||||||||
We categorize our total revenue based on technology.
| Year ended December 31, | ||||||||||||||
| 2022 | 2023 | |||||||||||||
| Broadband | $ | 36,181 | $ | 21,842 | ||||||||||
| Massive IoT | 24,370 | 11,774 | ||||||||||||
| Total revenue | $ | 60,551 | $ | 33,616 | ||||||||||
Additionally, we categorize our total revenue based on product and service revenue including license revenue and development and other services.
| Year ended December 31, | ||||||||||||||
| 2022 | 2023 | |||||||||||||
| Product | $ | 22,974 | $ | 8,060 | ||||||||||
| License | 31,005 | 22,997 | ||||||||||||
| Development and other services | 6,572 | 2,559 | ||||||||||||
| Total revenue | $ | 60,551 | $ | 33,616 | ||||||||||
Cost of Revenue
Cost of product revenue decreased 51% from $15.5 million in 2022 to $7.6 million in 2023 mainly due to the decrease in shipments of modules, partially offset by an increase in the provision for slow-moving inventory . Cost of services and license revenue decreased 13% from $2.2 million in 2022 to $1.9 million in 2023.
Gross Profit
Gross profit decreased 44% from $42.9 million in 2022 to $24.1 million in 2023, and gross margin percentage increased from 70.8% in 2022 to 71.8% in 2023. Product gross margin percentage decreased from 32.7% in 2022 to 6.2% in 2023 due to
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the lower volume of product sales, while fixed costs remained approximately the same, and an increase in the provision for slow-moving inventory. License and services revenue gross margin decreased from 94.1% in 2022 to 92.5% in 2023 due to the higher proportion of license revenue in the mix in 2023.
Research and Development
Research and development expense decreased 2% from $26.6 million in 2022 to $26.1 million in 2023 reflecting increases in research incentives and capitalization of development costs, partially offset by the provision for impairment of the value of the initial mask for our 5G product, an increase in headcount costs and the impact on expenses in euros of an unfavorable foreign exchange rate between euros and US dollars.
Research and development incentives decreased from $9.5 million in 2022 to $7.2 million in 2023. In the year ended December 31, 2023, we continued capitalizing 5G development and Calliope 2 costs and other development costs related mainly to operator certifications. The total amount of capitalized costs was $22.3 million, net of research tax credit of $2.1 million in 2023 compared to $13.8 million, net of research tax credit of $1.9 million in 2022. In each of the years ended December 31, 2023 and 2022, the amount of the amortization of these capitalized costs was $2.6 million.
Research and development costs associated with product development (including normal customer support which generates product improvements) are recorded in operating expense. In some cases, we have negotiated agreements with customers and partners whereby we provide certain development services beyond our normal practices or planned product roadmap. Amounts received from these agreements are recorded in services and license revenue. Direct costs, including both internal resources and out-of-pocket expenses, that we incur as a result of the commitments in the agreements are recorded in cost of services and license revenue, rather than in research and development expense. Other research and development costs related to the projects covered by the agreements, but which we would have incurred without the existence of such agreements, are recorded in research and development expense.
There were 330 employees and independent contractors in research and development at December 31, 2023 compared to 274 at December 31, 2022.
Sales and Marketing
Sales and marketing expense increased 18% from $10.0 million in 2022 to $11.9 million in 2023. The increase primarily reflects higher average headcount and stock-based compensation expenses which represented more than $1.7 million of the increase. There were 50 employees and independent contractors in sales and marketing at December 31, 2023 compared to 47 employees at December 31, 2022.
General and Administrative
General and administrative expense increased 59% at $16.0 million in 2023 compared to $10.1 million in 2022. Stock-based compensation increased $1.1 million in 2023, legal fees and other expenses increased primarily due to approximately $3.5 million in fees related to the Renesas tender offer, and in addition expenses in euros were impacted by a unfavorable foreign exchange rate between euros and US dollars. There were 25 employees in general and administrative functions at December 31, 2023 compared to 23 employees at December 31, 2022.
Interest Income (Expense), Net
Net interest expense increased to $11.4 million in 2023 compared to $10.9 million in 2022. The increase in interest expense in 2023 reflected the increase in the interest rate on an existing convertible note and interest on unsecured note signed in November 2023. Interest expense in 2022 included $1.0 million related to the financing component of the upfront payment of the non-exclusive license and development services agreement signed in October 2019. Interest income was insignificant in both years.
Convertible debt amendment
On August 15, 2023, the Company exercised its second option to extend the maturity of the convertible note issued in April 2019 to April 16, 2024. Following the option exercise, the change in the liability component before and after the extension and the fair value of the warrants granted, which resulted in a gain on extinguishment of $247,000 was recorded as "Convertible debt amendments" in the Consolidated Statements of Operations. On August 15, 2022, the Company exercised its first option to extend the maturity to August 16, 2023 resulting in a gain on extinguishment of $476,000
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Change in fair value of convertible debt embedded derivative
At December 31, 2023, the recalculated fair value of the remaining convertible debt issued in August 2019 was $3,000, and the change of the fair value of $1,244,000 in 2023 was recorded as a gain in the Consolidated Statement of Operations. At December 31, 2022, the recalculated fair value of this convertible debt was $1,247,000, and the change of the fair value of 1,831,000 in 2022 was recorded in the Consolidated Statement of Operations.
At December 31, 2023, the recalculated fair value of the convertible debt issued on April 9, 2021 was null, and the change of the fair value of $1,956,000 in 2022 was recorded as a gain in the Consolidated Statement of Operations. At December 31, 2022, the recalculated fair value of the convertible debt was $1,956,000, and the change of the fair value of $5,047,000 in 2022 was recorded as a gain in the Consolidated Statement of Operations.
Foreign Exchange Gain (Loss), Net
We had a net foreign exchange loss of $0.7 million in 2023 compared to a net foreign exchange gain of $1.1 million in 2022 primarily due to movements in the U.S. dollar versus the euro, particularly in the revaluation of euro-denominated net debt on the balance sheet.
Income Tax Expense (Benefit)
In 2023, we recorded current tax expense of $2.7 million arising from taxable income incurred at certain subsidiaries and a withholding tax of $1,875,000 retained from a license fee invoiced in China. This withholding was only recoverable the year of the invoicing. As we were in a loss position in France in 2023, we were not able to recover the withholding credit. Deferred tax income recorded in 2023 amounted to $9,000 and related to origination and reversal of timing differences. In 2022, we recorded current tax expense of $2.6 million arising from taxable income incurred at certain subsidiaries, a withholding tax of $2,250,000 retained from a license fee invoiced in China.and a deferred tax expense amounting to $139,000, related to origination and reversal of timing differences.
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Comparison of Years Ended December 31, 2021 and 2022
| Year ended December 31, | Change | |||||||||||||||||||
| 2021 | 2022 | % | ||||||||||||||||||
| (in thousands) | ||||||||||||||||||||
| Revenue: | ||||||||||||||||||||
| Product revenue | $ | 30,410 | $ | 22,974 | (24) | % | ||||||||||||||
| License and services revenue | 20,469 | 37,577 | 84 | |||||||||||||||||
| Total revenue | 50,879 | 60,551 | 19 | |||||||||||||||||
| Cost of revenue | 23,690 | 17,671 | (25) | |||||||||||||||||
| Gross profit | 27,189 | 42,880 | 58 | |||||||||||||||||
| Operating expenses: | ||||||||||||||||||||
| Research and development | 26,414 | 26,610 | 1 | |||||||||||||||||
| Sales and marketing | 9,049 | 10,027 | 11 | |||||||||||||||||
| General and administrative | 10,045 | 10,082 | — | |||||||||||||||||
| Total operating expenses | 45,508 | 46,719 | 3 | |||||||||||||||||
| Operating income (loss) | (18,319) | (3,839) | (79) | |||||||||||||||||
| Financial income (expense): | ||||||||||||||||||||
| Interest income (expense), net | (11,282) | (10,857) | (4) | |||||||||||||||||
| Impact of debt reimbursement | 5,177 | — | ||||||||||||||||||
| Convertible debt amendments | — | 476 | 100 | |||||||||||||||||
| Change in the fair value of convertible debt derivative | 3,848 | 6,878 | (100) | |||||||||||||||||
| Foreign exchange gain (loss) | 938 | 1,082 | (100) | |||||||||||||||||
| Profit (Loss) before income taxes | (19,638) | (6,260) | ||||||||||||||||||
| Income tax expense (benefit) | 625 | 2,748 | 340 | |||||||||||||||||
| Profit (Loss) | $ | (20,263) | $ | (9,008) | ||||||||||||||||
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The following table sets forth a summary of our statements of operations as a percentage of total revenue:
| Year ended December 31, | ||||||||||||||
| 2021 | 2022 | |||||||||||||
| (% of total revenue) | ||||||||||||||
| Revenue: | ||||||||||||||
| Product revenue | 60 | 38 | ||||||||||||
| License and services revenue | 40 | 62 | ||||||||||||
| Total revenue | 100 | 100 | ||||||||||||
| Cost of revenue | 47 | 29 | ||||||||||||
| Gross profit | 53 | 71 | ||||||||||||
| Operating expenses: | ||||||||||||||
| Research and development | 52 | 44 | ||||||||||||
| Sales and marketing | 18 | 17 | ||||||||||||
| General and administrative | 20 | 17 | ||||||||||||
| Total operating expenses | 90 | 78 | ||||||||||||
| Operating income (loss) | (37) | (7) | ||||||||||||
| Financial income (expense): | ||||||||||||||
| Interest income (expense), net | (22) | (18) | ||||||||||||
| Impact of debt reimbursement | 10 | — | ||||||||||||
| Convertible debt amendments | — | 1 | ||||||||||||
| Change in the fair value of convertible debt derivative | 8 | 11 | ||||||||||||
| Foreign exchange gain (loss) | 2 | 2 | ||||||||||||
| Profit (Loss) before income taxes | (39) | (11) | ||||||||||||
| Income tax expense (benefit) | 1 | 5 | ||||||||||||
| Profit (Loss) | (40) | (16) | ||||||||||||
Revenue
Product Revenue
Product revenue decreased 24% from $30.4 million in 2021 to $23.0 million in 2022. The decrease was mainly due to various delays by our customers in the launch of their products and to supply challenges impacting their legacy products, which caused them to prioritize fixing shortages in the existing products and reduce the priority of new projects with us. In 2021 and 2022, massive IoT product revenue for approximately 82% and 96%, respectively, of total product revenue, and broadband product revenue accounted for approximately 18% and 4%, respectively, of total product revenue.
Total massive IoT product revenue decreased 12% from $25.0 million in 2021 to $22.0 million in 2022 due to the expected decline in our first-generation Cat 1 product revenue, mostly due to higher-than-normal revenue in 2021 from this product line, as one large customer built over six months of inventory to avoid a potential supply shortage. The Cat 1 Calliope 2 business is in various applications, such as electrical meters in Japan, vending machines, security and asset tracking. Cat M product category revenue increase around 26%, driven by the success of second-generation of Monarch products.
Total broadband product revenue decreased 82% from $5.4 million in 2021 to $1.0 million in 2022. The broadband business declined due to the end of life of the product sold to Verizon in April 2021 for its JetPack Ellipsis, the portable router that included a Sequans modem, to facilitate at home schooling during the COVID-19 pandemic. The expected growth in the broadband CBRS business did not occur in 2022. Our CBRS customers are building devices to serve private networks for factories, utilities, campuses, stadiums, and transportation hubs such as airports and train stations. The broadband revenue is expected to accelerate in the future with the launch of our 5G Taurus platform.
In 2022, we shipped approximately 3.4 million units of 4G products compared to 3.8 million units in 2021. We expect revenue growth in 2023, supported by strong ramp-up of Cat M products for massive IoT and the launch of Cat 1 Calliope 2.
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License and Services Revenue
License and services revenue increased 84% from $20.5 million in 2021 to $37.6 million in 2022, mainly due to revenue related to large 5G licensing deals signed in 2020, 2021 and 2022. Development services revenue increased 95% from $3.2 million in 2021 to $6.1 million in 2022. License revenue increased 82% from $17.1 million in 2021 to $31.0 million in 2022, and maintenance revenue increased 75% from $0.2 million in 2021 to $0.4 million in 2022. License and maintenance revenues can vary quite significantly from one period to another.
Sales to external customers disclosed below are based on the geographical location of the customers to which the Company invoices. The following table sets forth the Company’s total revenue by region for the periods indicated.
| Year ended December 31, | ||||||||||||||
| 2021 | 2022 | |||||||||||||
| Asia: | ||||||||||||||
| Taiwan | $ | 14,668 | $ | 1,066 | ||||||||||
| Korea | 1,090 | 8 | ||||||||||||
| China (including Hong-Kong) | 3,509 | 24,018 | ||||||||||||
| Rest of Asia | 898 | 2,202 | ||||||||||||
| Total Asia | 20,165 | 27,294 | ||||||||||||
| Germany | 4,990 | 15,525 | ||||||||||||
| United States of America | 22,565 | 16,749 | ||||||||||||
| Rest of world | 3,159 | 983 | ||||||||||||
| Total revenue | $ | 50,879 | $ | 60,551 | ||||||||||
We categorize our total revenue based on technology.
| Year ended December 31, | ||||||||||||||
| 2021 | 2022 | |||||||||||||
| Broadband IoT | $ | 23,699 | $ | 36,181 | ||||||||||
| Massive IoT | 27,180 | 24,370 | ||||||||||||
| Total revenue | $ | 50,879 | $ | 60,551 | ||||||||||
Additionally, we categorize our total revenue based on product and service revenue including license revenue and development and other services.
| Year ended December 31, | ||||||||||||||
| 2021 | 2022 | |||||||||||||
| Product | $ | 30,410 | $ | 22,974 | ||||||||||
| License | 17,073 | 31,005 | ||||||||||||
| Development and other services | 3,396 | 6,572 | ||||||||||||
| Total revenue | $ | 50,879 | $ | 60,551 | ||||||||||
Cost of Revenue
Cost of product revenue decreased 30% from $22.0 million in 2021 to $15.5 million in 2022 mainly due to the decrease in shipments of modules. Cost of services and license revenue increased 28% from $1.7 million in 2021 to $2.2 million in 2022.
Gross Profit
Gross profit increased 58% from $27.2 million in 2021 to $42.9 million in 2022, and gross margin percentage increased from 53.4% in 2021 to 70.8% in 2022. Product gross margin percentage increased from 27.7% in 2021 to 32.7% in 2022 due to
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a higher proportion of higher-margin chipsets in the revenue mix in 2022. License and services revenue gross margin increased from 91.6% in 2021 to 94.1% in 2022 due to the higher proportion of license revenue in the mix in 2022.
Research and Development
Research and development expense increased 1% from $26.4 million in 2021 to $26.6 million in 2022 reflecting a decrease of expenses in euros impacted by a favorable foreign exchange rate between euros and US dollars and increases in research incentives and capitalization of development costs, offset by a net benefit in 2021 of $1.2 million from a one-time research and development grant and other one-time items.
Research and development incentives decreased from $9.9 million in 2021 to $9.5 million in 2022. In the year ended December 31, 2021, we started capitalizing 5G development costs. We also capitalized other development costs related mainly to operator certifications. The total amount of capitalized costs was $13.8 million, net of research tax credit of $1.9 million in 2022 compared to $18.3 million, net of research tax credit of $1.6 million in 2021. In the year ended December 31, 2022, the amount of the amortization of these capitalized costs was $2.4 million compared to $2.5 million in 2021.
Research and development costs associated with product development (including normal customer support which generates product improvements) are recorded in operating expense. In some cases, we have negotiated agreements with customers and partners whereby we provide certain development services beyond our normal practices or planned product roadmap. Amounts received from these agreements are recorded in services and license revenue. Direct costs, including both internal resources and out-of-pocket expenses, that we incur as a result of the commitments in the agreements are recorded in cost of services and license revenue, rather than in research and development expense. Other research and development costs related to the projects covered by the agreements, but which we would have incurred without the existence of such agreements, are recorded in research and development expense.
There were 274 employees and independent contractors in research and development at December 31, 2022 compared to 273 at December 31, 2021.
Sales and Marketing
Sales and marketing expense increased 11% from $9.0 million in 2021 to $10.0 million in 2022. The increase primarily reflects higher average headcount and stock-based compensation expenses which represented more than $0.7 million of the increase. There were 47 employees and independent contractors in sales and marketing at December 31, 2022 compared to 46 employees at December 31, 2021.
General and Administrative
General and administrative expense remained flat at $10.1 million in 2022 compared to $10.0 million in 2021. Stock-based compensation increased in 2022 and legal fees increased due to the new 5G strategic contract signed during the year, offset by expenses in euros impacted by a favorable foreign exchange rate between euros and US dollars. There were 23 employees in general and administrative functions at December 31, 2022 and 2021.
Interest Income (Expense), Net
Net interest expense decreased to $10.9 million in 2022 compared to $11.3 million in 2021. The decrease in interest expense in 2022 reflected the conversion in 2021 of portions of convertible debt issued in December 2019, January 2021 and February 2021; and the repayment of the venture debt and of convertible debt in April 2021; partially offset by the full year of interest expense of the new convertible debt issued in April 2021 and the increase in the interest rate on the existing convertible note. Interest expense included $1.0 million related to the financing component of the upfront payment of the non-exclusive license and development services agreement signed in October 2019 compared to $2.2 million in 2021. Interest income was insignificant in both years.
Impact of debt repayment
On April 14, 2021, the Company repaid the remaining amount of the Nokomis Notes that were due on April 14, 2021, which were issued in April 2015 and in September 2018). The recalculated fair value of the embedded derivatives at the
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repayment date was $4,645,000 and was recorded as financial income in the Consolidated Statement of Operations and the change of the fair value amounted to a loss of $934,000.
On April 15, 2021, following the issuance of new convertible debt and a private placement, the Company used a portion of the proceeds to prepay in full all amounts due to Harbert. The prepayment in full was considered a debt renegotiation. The positive impact of $532,000 was recognized as financial income in the Consolidated Statement of Operations.
There was no debt repayment in 2022.
Convertible debt amendment
On August 15, 2022, the convertible note issued in August 2019 arrived at maturity and the Company exercised its first option to extend the maturity to August 16, 2023. Following the option exercise, the change in the liability component before and after the extension and the fair value of the warrants granted, which resulted in a gain on extinguishment of $476,000 was recorded as "Convertible debt amendments" in the Consolidated Statements of Operations.
Change in fair value of convertible debt embedded derivative
At December 31, 2022, the recalculated fair value of the remaining convertible debt issued in August 2019 was $1,247,000, and the change of the fair value of $1,831,000 in 2022 was recorded as a gain in the Consolidated Statement of Operations. At December 31, 2021, the recalculated fair value of this convertible debt was $3,078,000, and the change of the fair value of 1,862,000 in 2021 was recorded in the Consolidated Statement of Operations.
At December 31, 2022, the recalculated fair value of the convertible debt issued on April 9, 2021 was $1,956,000, and the change of the fair value of $5,047,000 in 2022 was recorded as a gain in the Consolidated Statement of Operations. At December 31, 2021, the recalculated fair value of the convertible debt was $7,003,000, and the change of the fair value of $5,710,000 in 2021 was recorded as a gain in the Consolidated Statement of Operations.
Foreign Exchange Gain (Loss), Net
We had a net foreign exchange gain of $1.1 million in 2022 compared to a net foreign exchange gain of $0.9 million in 2021 primarily due to movements in the U.S. dollar versus the euro, particularly in the revaluation of euro-denominated net debt on the balance sheet.
Income Tax Expense (Benefit)
In 2022, we recorded current tax expense of $2.6 million arising from taxable income incurred at certain subsidiaries and a withholding tax of $2,250,000 retained from a license fee invoiced in China. This withholding was only recoverable the year of the invoicing. As we were in a loss position in France in 2022, we were not able to recover the withholding credit. Deferred tax expense recorded in 2022 amounted to $139,000 and related to origination and reversal of timing differences. In 2021, we recorded current tax expense of $504,000 arising from taxable income incurred at certain subsidiaries, and a deferred tax expense amounting to $121,000, related to origination and reversal of timing differences.
| B. | Liquidity and Capital Resources | ||||
Sources of Liquidity
Our cash and cash equivalents and short-term investments were $5.7 million at December 31, 2023.
Since inception, we have financed our operations primarily through proceeds from the issues of our shares, convertible notes and venture debt, which totaled $73.1 million from 2004 to the end of 2010; from $59.1 million in net proceeds from our initial public offering on the New York Stock Exchange in April 2011 and from $178.3 million in net proceeds from our follow-on public offerings and private placements in 2013, 2016, 2017, 2018, 2020, 2021, 2022 and 2023.
In June 2014, we entered into a factoring agreement with a French financial institution whereby a line of credit was made available equal to 80-90% of the face value of accounts receivable from qualifying customers. We transfer to the finance company all invoices issued to qualifying customers and the customers are instructed to settle the invoices directly with the finance company. In May 2020, we entered into an agreement to finance the 2020 research tax credit receivable as it is earned over the year, which was renewed for the 2021, 2022 and 2023 research tax credits. At December 31, 2023, $9.5 million had been drawn on the lines of credit from these agreements and recorded as a current borrowing.
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In October 2014, Bpifrance, a financial agency of the French government, provided funding to the Company in the context of a long-term research project, estimated to be completed over a three-year period. The total funding was €7.0 million ($9.0 million), a portion in the form of a grant (€3.0 million or $3.8 million) and a portion in the form of a loan (€4.0 million or $5.2 million). The funding was paid in installments after milestones defined in the contract, the last of which was received in 2019. The advance will be repaid from March 31, 2019 to December 31, 2024 of which €870,000 ($939,000) in principal and interests was paid in 2023, and bears interests at a 1.53% fixed contractual rate.
In April 2015, we completed the sale of a $12 million convertible note to Nokomis Capital, L.L.C. (Nokomis) in a private placement transaction. In addition, we issued warrants to purchase 450,000 ADSs to the holder of this note in connection with the September 2018 amendment with an exercise price of $6.80 per ADS. In January and February 2021, Nokomis converted portions of the note issued with a total principal value of $7,750,000, and the balance was repaid at term in April 2021.
In September 2015, the Company received two loans from the financial agency of the French government for a total amount of €2 million ($2.2 million). One loan of €1 million bears interest at 5.24% per year, paid quarterly; the second loan of €1 million is interest-free. The interest-free loan has been revalued using the 5.24% interest rate payable on the other loan. Both loans have seven-year terms with the principal being amortized on a quarterly basis beginning in September 2017. At December 31, 2023, both loans were fully reimbursed.
In January 2016, Bpifrance provided funding to the Company for a new long-term research project, estimated to be completed over a 27-month period. The total of the funding amounts to €2.1 million ($2.3 million) comprising a portion in the form of a grant (€0.7 million or $0.7 million) and a portion in the form of a forgivable loan (€1.4 million or $1.6 million). The funding was paid in four installments, with the last being received in 2020. The forgivable loan advance was to be repaid, except if the project is a commercial failure, from July 1, 2020 to July 1, 2024. In late 2020, the Company determined that there was not enough market interest for the radio frequency of the product development funded by this grant, and abandoned the project. A request for forgiveness of the debt was made and in April 2021 and Bpifrance forgave a large portion of the advance. The unforgiven portion of €213,000 ($241,000) was reimbursed in the February 2022.
On September 27, 2018, the Company sold a convertible note in the principal amount of $4.5 million to Nokomis in a private placement transaction. The convertible note had the same terms as the convertible note issued in 2015.
On October 26, 2018, the Company entered into a bond issuance agreement with Harbert European Specialty Lending Company II S.a.r.l (the “Harbert”) whereby Harbert agreed to loan to the Company €12 million ($13.8 million). Also, on October 26, 2018, the Company issued to Harbert, for a total subscription price of $1.00, warrants to acquire 204,179 ADSs at an exercise price of $5.36 per ADS. Such warrants are exercisable at any time and expire October 26, 2028. The loan was repaid in April 2021.
On February 18, 2019, a new strategic investor subscribed for warrants for a total subscription price of approximately $8.4 million in support of accelerating Sequans’ 5G product roadmap. Upon the closing of this transaction, the Company issued to the investor warrants to purchase 2,348,247 ADSs. The warrants are exercisable upon 61 days’ notice to Sequans at an exercise price of €0.02 per share (€0.08 per ADS). The warrants expire 15 years from the issuance date.
On August 16, 2019, the Company entered into a convertible note agreement with Nokomis in the principal amount of 5.0 million. The convertible note was to mature in August 2022, bore interest at a rate of 7% per year, paid in kind annually on August 16th and is convertible, at the holder’s option, into the company’s ADSs at a conversion rate of $4.12 per ADS.
In March 2020, the convertible notes issued in April 2015, September 2018 and August 2019 were amended to grant the Company three options to extend the term of each note, except for the August 2019 note which has two options to extend. Each option gives the Company the right to extend the term of such note by one year and consequently reset the conversion price to a 20% premium above the 20-day volume weighted average price (VWAP) if it is lower than the existing conversion price. On the first option exercise, the payment-in-kind interest (PIK) will stay at 7% but the holder will be granted a warrant for 10% of the value of the note with a three-year term, at an exercise price of 20% premium above 20-day VWAP. On the second option exercise, the PIK will be adjusted to 9.5%, the previous warrants granted on the first option exercise will be extended by one year and the holder will be granted an additional warrant for 15% of the value of the note with a three-year term, at an exercise price of 20% premium above 20-day VWAP. On the third option exercise, the PIK will be adjusted to 13.5%, and the holder will be granted an additional warrant for 20% of the value of the note with a three-year term, at an exercise price of 20% premium above 20-day VWAP. In consideration for entering into the amendments, the warrants that Nokomis owns that were scheduled to expire April 2021 were extended to April 2024 upon the signing of the note amendments.
On April 2, 2020, the Company entered into a Shareholder Loan Agreement with Bpifrance Participations, providing for an unsecured shareholder loan in an aggregate principal amount of $2.2 million. The loan accrued interest at 4.0% per annum. On May 15, 2020, the Company completed a private placement of 428,869 ADSs (1,715,476 ordinary shares) to Bpifrance
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Participations at a price of $5.15 per ADS, which equaled the offering price to the public of ADSs sold in the underwritten public offering that closed on May 14, 2020.
On April 30, 2020, the Company finalized €5 million of French government debt financing that was received in May 2020 as part of the French COVID-19 economic support plan. The French loan is unsecured and can, at Sequans’ option, be repaid in full in one year plus 1.75% interest or, with one to four months’ notice before April 30, 2021, be repaid over the following five years. In March 2021, the Company exercised the option to repay over an additional five years (from August 2022 to May 2026, only interest will be paid from August 2021 to May 2022). €938,000 ($1,020,000) in principal and interests was reimbursed in 2023 (€736,000 ($742,000) in 2022).
On January 13, 2021, January 17, 2021 and February 12, 2021, Nokomis Capital, L.L.C, converted portions of the convertible note issued in 2015 with a total principal value of $7,750,000 plus accrued interest and conversion bonus of $4,536,438, into a total of 7,227,308 ordinary shares.
On March 5, 2021, the Company executed an agreement with Bpifrance that provides funding to the Company in the context of a long-term research project named CRIIOT, estimated to be completed over a 33-month period. The total value of the project is €5,615,000 ($6,890,000) in the form of a grant. The funding will be paid in three installments: €1,404,000 ($1,670,000) after the signature of the contract, received in March 2021; €2,808,000 ($2,966,000) received in July 2022 based on achievement of milestones and the remaining amount of €1,403,000 ($1,550,000) at the end of the contract which is expected to occur in 2024.
On April 9, 2021, the Company entered into a convertible note agreement with Lynrock Lake Master Fund LP in the principal amount of $40.0 million. The convertible note matures in April 2024 and is convertible, at the holder’s option, into the company’s shares at a conversion rate of $1.915 per share (representing $7.66 per ADS), subject to a 9.9% ownership limit for Lynrock Lake. The convertible debt pays interest annually at an interest rate of 5.0625% for cash payments or 6% for payment in kind accruals. Sequans retains an option to call the convertible debt under certain circumstances after 12 months, either in full or in part. If a change of control occurs at any time prior to the payment of the note in full, Lynrock Lake Master Fund LP shall have the right, in its sole discretion, to require Sequans to convert or redeem all of the outstanding principal amount (including accrued interest and unpaid interest).
On April 14, 2021, the Company repaid the remaining amount of the Nokomis Notes that were due on April 14 (Nokomis Notes issued in April 2015 and in September 2018) with accrued paid-in-kind interest of 7%. $6,378,104 was repaid for the April 2015 convertible note ($4,250,000 in principal and $2,128,000 as accrued interest) and $5,346,699 ($4,500,000 in principal and $847,000 as accrued interest) for the September 2018 convertible note.
On January 11, 2022, the Company issued and sold 7,899,020 ordinary shares in the form of 1,974,755 American Depositary Shares (ADSs) in a private placement to Renesas Electronics Corporation at a price of $4.70 per ADS, for total gross proceeds of $9.3 million.
On March 10, 2022, the Company increased its capital in connection with a public offering by issuing 6,666,667 ordinary shares at a price of $0.75 per share ($3.0 per ADS). On March 28, 2022, the underwriters exercised their option to purchase an additional 4,000,000 ordinary shares (represented by 1,000,000 ADS) at the public offering price, settled on April 1, 2022. The total gross proceeds from the offering, including from the exercise of the over-allotment option, amount to $23.0 million.
On August 15, 2022, the Company exercised its option to extend the term of the remaining Nokomis Note outstanding, that issued in August 2019. This convertible note now matures in August 2023, bears interest at a rate of 9.5% per year, paid in kind annually on August 16th and is convertible, at the holder’s option, into the company’s ADSs at a conversion rate of $4.12 per ADS. In connection with the extension of the debt, the Company issued to Nokomis warrants to acquire 594,680 ordinary shares (148,670 ADS) at an exercise price of $4.12 per ADS.
On April 12, 2023, the Company increased its capital in connection with a private offering to 272 Capital Master Fund Ltd, Lynrock Lake Master Fund LP and several other institutional investors by issuing 38,834,952 ordinary shares at $0.515 per ordinary share (or $2.06 per ADS). The total gross proceeds from the offering amounted to $20.0 million.
On August 4, 2023, the Company entered into a Memorandum of Understanding (the “MoU”) with Renesas Electronics Corporation, a Japanese corporation (“Renesas”). The MoU provided, among other things, that Renesas and the Company engage in a series of transactions pursuant to which, among other transactions, Renesas would seek to acquire (through an affiliate) all of the issued and outstanding ordinary shares for $0.7575 per ordinary share and $3.03 per ADS.
On August 15, 2023, the Company exercised its second option to extend the term of the remaining Nokomis Note outstanding, that issued in August 2019. This convertible note maturity was extended to April 2024, bears interest at a rate of 13.5% per year, paid in kind, and is convertible, at the holder’s option, into the company’s ADSs at a conversion rate of $3.23
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per ADS. In connection with the extension of the debt, the Company issued to Nokomis warrants to acquire 244,820 warrants (311,205 ADSs) at an exercise price of $3.2328 per ADS.
On September 26, 2023, the Company entered into a Securities Purchase Agreement with 272 Capital Master Fund, LTD, a fund affiliated with Wes Cummins, a director of the Company, to issue an aggregate of 2,120,141 American Depositary Shares at a price of $2.83 per ADS for a total capital increase of $5,999,999. The private placement closed on September 29, 2023, and we used proceeds of the private placement to partially fund operations.
On November 8, 2023, the Company entered into a Security Purchase Agreement (the “Purchase Agreement”) with Renesas Electronics America Inc., (“Renesas America”) a wholly owned subsidiary of Renesas, providing for the issuance of an unsecured subordinated note in an aggregate principal amount of $6 million. The transaction closed on November 8, 2023. On December 27, 2023, we entered into a second Security Purchase Agreement with Renesas America providing for the issuance of an additional unsecured subordinated note in an aggregate principal amount of $3 million. The transaction closed on December 27, 2023. On February 12, 2024, we entered into a third Security Purchase Agreement with Renesas America providing for the issuance of an additional unsecured subordinated note in an aggregate principal amount of $9 million. The transaction closed on February 12, 2024.
On February 22, 2024, Renesas notified us that Renesas was terminating the MoU due its receipt of an adverse Japanese tax ruling on February 15, 2024 from the National Tax Agency of Japan. We incurred a significant amount of debt to operate our business during the pending tender offer, and our business suffered due, in part, to uncertainty raised by the pending acquisition. The termination of the MoU has created significant liquidity concerns and raised substantial doubt about our ability to continue to operate absent a new strategic transaction or financing in the near term. We were not able to pay our outstanding convertible notes due on April 9, 2024. On April 9, 2024, we secured standstill agreements from our three main debt holders. The agreements granted an initial standstill period until April 26, 2024 that may be further extended subject to certain milestones being met; the request for the extension of the agreements is in process as of this date, however there can be no assurance of the length of the extension, if any. The goal is to provide sufficient time for the Company to effectively negotiate and finalize a new strategic transaction, thereby securing a long-term solution that aligns with the interests of all stakeholders.
On April 22, 2024, we issued an Unsecured Promissory Note with a principal amount of $5,000,000 to 272 Capital Master Fund, Ltd. The transaction closed on April 24, 2024. The Note bears paid-in kind interest at a rate of 12.0% per annum, compounded annually, with a guaranteed return of 40.0%. The Note matures on the earlier of April 22, 2025, or one day prior to the earliest extended maturity date of the Company’s existing convertible debt held by Lynrock Lake and Nokomis and subordinated notes held by Renesas. The Note contains customary covenants and is subject to customary events of default.
We are in discussions with several parties regarding potential strategic transactions, but we may not be able to enter into a definitive agreement in sufficient time. Even if we are able to enter into a definitive agreement, there is no certainty that a transaction will ultimately close or that we will be able to raise bridge financing and extend the standstill for our major lenders to continue to operate our business until the transaction closes.
If we are not able to enter into a strategic transaction for the sale of the company or a major licensing transaction in the near term and raise substantial new equity or debt financing, we may not be able to continue to operate our business and may need to seek a court ordered restructuring.
Cash Flows
The following table summarizes our cash flows for the periods indicated:
| Year ended December 31, | ||||||||||||||||||||
| 2021 | 2022 | 2023 | ||||||||||||||||||
| (in thousands) | ||||||||||||||||||||
| Net cash used in operating activities | $ | (8,505) | $ | (1,839) | $ | (7,261) | ||||||||||||||
| Net cash used in investing activities | $ | (19,666) | $ | (26,047) | $ | (24,437) | ||||||||||||||
| Net cash from financing activities | $ | 25,428 | $ | 28,715 | $ | 31,736 | ||||||||||||||
| Net increase (decrease) in cash and cash equivalents | $ | (2,743) | $ | 829 | $ | 38 | ||||||||||||||
Cash Flows from Operating Activities
Net cash used in operating activities during 2023 was $7.3 million, reflecting a net loss (before income tax) of $38.3 million, increases in research tax credit receivable of $3.3 million and in trade payables and other liabilities of $7.3 million, and decreases, contract liabilities of $0.2 million and in government grant advances of $1.1 million, offset by decreases in inventories of $3.1 million and in trade receivables and other receivables of $0.1 million. In addition, there were several non-
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cash charges, including depreciation and amortization of $11.9 million, interest expense of $11.2 million, change in the fair value of convertible debt embedded derivative of $3.2 million, and share-based compensation expense of $7.1 million during the period. There was a non-cash benefit of $0.2 million related to convertible debt amendment.
Net cash used in operating activities during 2022 was $1.8 million, reflecting a net loss (before income tax) of $6.3 million, increases in inventories of $3.0 million and in research tax credit receivable of $1.6 million and decreases in trade payables and other liabilities of $7.0 million, contract liabilities of $6.2 million and in government grant advances of $2.5 million, offset by decreases in trade receivables and other receivables of $6.7 million. In addition, there were several non-cash charges, including depreciation and amortization of $12.0 million, interest expense of $10.9 million, change in the fair value of convertible debt embedded derivative of $6.9 million, and share-based compensation expense of $5.5 million during the period. There was a non-cash benefit of $0.5 million related to convertible debt amendment.
Net cash from in operating activities during 2021 was $8.5 million, reflecting a net loss (before income tax) of $19.6 million, increases in inventories of $0.2 million and in research tax credit receivable of $3.7 million and decreases in contract liabilities of $6.8 million and in government grant advances of $1.4 million, offset by increases in trade payables and other liabilities of $4.7 million, and decreases in trade receivables and other receivables of $1.4 million. In addition, there were several non-cash charges, including depreciation and amortization of $10.6 million, interest expense of $11.3 million, change in the fair value of convertible debt embedded derivative of $3.8 million, and share-based compensation expense of $5.1 million during the period. There was a non-cash benefit of $5.2 million related to debt repayment.
Cash Used in Investing Activities
Cash used in investing activities during 2023, 2022 and 2021, consisted primarily of purchases of property and equipment and intangible assets of $5.5 million, $7.2 million and $9.5 million, respectively, of capitalized development expenditures of $24.1 million, $15.5 million and $19.4 million, respectively, and the purchase for short-term deposits of $5.0 million in 2023 and $10.9 million in 2021 (sale of $5.0 million in 2022). In 2021, 2022 and 2023, the purchase of intangible assets included licenses purchased for the 5G product development.
Cash Flows from Financing Activities
Net cash provided by financing activities was $31.7 million in 2023, reflecting $25.5 million in net proceeds from our follow-on private placements of equity in April and September 2023, net proceeds from loans of $9.0 million, $0.5 million in proceeds of research project financings and $1.5 million in net proceeds drawn on interest-bearing receivables financing, offset by $1.1 million repayment of a government loan, $1.3 million payment of lease liabilities, $0.9 million repayment of research project financing and a $1.4 million payment of interest.
Net cash provided by financing activities was $28.7 million in 2022, reflecting $30.1 million in net proceeds from our follow-on public offering in March 2022 and $3.0 million in net proceeds drawn on interest-bearing receivables financing, offset by $1.0 million repayment of government loan, $1.2 million payment of lease liabilities, $0.8 million repayment of research project financing and a $1.5 million payment of interest.
Net cash provided by financing activities was $25.4 million in 2021, reflecting $49.5 million in net proceeds from the issuance of convertible debt and equity in April 2021 and $21,000 in net proceeds drawn on interest-bearing receivables financing, offset by an $8.8 million repayment of the convertible debt, $7.9 million repayment of the venture debt, $0.5 million repayment of government loan, $1.1 million payment of lease liabilities, $0.8 million repayment of research project financing and a $5.3 million payment of interest (including $3.0 million related to the repayment of convertible debt).
Operating and Investing Requirements
We expect our cash operating expenses will be slightly higher than in 2023 as we continue the development of our new 5G chipset targeting broadband IoT applications. We expect that investments in tangible and intangible assets are likely to be higher than in 2023 as we capitalize internally developed R&D related to the 5G product at a higher rate. We will incur expenses to meet our commitments to our customers under various purchase orders and contracts. The Company believes that it will be required to obtain additional financing to meet cash flow needs in order to fund operations until 4G product revenues ramp and is targeting the execution of new strategic agreements, such as licensing or a sale of assets, as the preferred mechanism to meet cash needs, as well as debt financing to bridge to the execution of such strategic agreements.
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The Company’s internal cash forecast, which is built from sales forecasts by product and by customer, assumes higher product revenues, a slight increase in the operating cost structure, ongoing and new government funding of research programs and new strategic or financial funding activities. The Company seeks to obtain additional funding through one or more possible license agreements or sales of assets; or from financing from institutional or strategic investors, from the capital markets, or a combination of the above. However, the Company cannot guarantee if or when any such transactions will occur or whether they will be on satisfactory terms. Furthermore, geopolitical uncertainties, including the Russian-Ukraine and the Israeli-Hamas conflicts, could have a negative impact on sales of our products or make it difficult to produce and deliver products to our customers. The effects of the hostilities in Ukraine and Israel/Gaza also could negatively impact the ability of the Company to raise funds to meet its financial needs in the next twelve months and beyond. While the Company has taken and will continue to take actions to obtain new funding, the above factors raise substantial doubt about the Company’s ability to continue as a going concern as there is no assurance that the Company will be successful in satisfying its future cash needs.
If our available cash balances are insufficient to satisfy our liquidity requirements, we may seek to sell additional equity or more debt securities or enter into a credit facility, which may contain restrictive covenants. The sale of equity and convertible debt securities may result in dilution to our shareholders and those securities may have rights senior to those of the ADSs. If we raise additional funds through the issue of convertible debt securities, these securities could contain covenants that would restrict our operations.
Our estimates of the period of time through which our financial resources will be adequate to support our operations and the costs to support research and development and our sales and marketing activities are forward-looking statements and involve risks and uncertainties, and actual results could vary materially and negatively as a result of a number of factors, including the factors discussed in “Item 3.D—Risk Factors”. We have based our estimates on assumptions that may prove to be wrong, and we could utilize our available capital resources sooner than we currently expect.
Our short and long-term capital requirements will depend on many factors, including the following:
•our ability to generate cash from operations or to minimize the cash used in operations;
•our ability to control our costs;
•the costs of filing, prosecuting, defending and enforcing any patent claims and other intellectual property rights, or participating in litigation-related activities;
•the impact of supply chain disruptions on our business;
•the impact of the hostilities in Ukraine and in Israel/Gaza; and
•the acquisition of products and technologies.
From time to time, we have entered into foreign currency hedging contracts primarily to reduce the impact of variations in the U.S. dollar to euro exchange rate on our operating expenses denominated in euros. (See Note 20.2 for more information on our hedging arrangements.)
C. | Research and Development, Patents and Licenses, etc. | ||||
We engage in substantial research and development efforts to develop new products and integrate additional capabilities into our core products. Our research and development team of 330 employees and independent contractors, at December 31, 2023, includes experienced semiconductor designers, software developers and test engineers. Key areas of expertise include wireless systems architecture, SoC architecture, digital and RF IC design, digital signal processing, embedded real-time and application software design, cellular protocol stack development, hardware and software integration, quality assurance test development and scripting and field testing. Our team has significant experience in the principal cellular wireless domains and other wireless communication technologies. Approximately 71% of our employee engineers have more than 10 years of experience in their specific domain, and 67% of our engineers hold masters degrees.
The ability to successfully integrate and mass-produce digital and/or RF functionality in advanced process technology with acceptable yields is a significant industry challenge. Due to the robustness of our silicon design and verification methodologies, we have demonstrated competency in repeatedly achieving production-capable products with the first version of our chip, reducing time to market and avoiding costs associated with additional design revisions. Our products in mass production use 65nm and 40nm silicon geometries (RF and baseband), and we are designing with denser process geometries for our 5G products.
We design our products with careful attention to quality, flexibility, cost-and power-efficiency requirements. Our 4G modem architecture, which has been refined through multiple generations of integrated circuit designs, is designed to optimize hardware and software partitioning to provide more flexibility and better cost without compromising performance. As a result,
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we achieve equivalent or higher throughput and lower power consumption in a smaller die size than other single-mode 4G chip competitors.
Since February 2009, we have been certified as ISO 9001 compliant, an international standard set by the International Organization for Standardization, or ISO, that sets forth requirements for an organization’s quality management system. We believe this certification gives our customers confidence in our quality control procedures. We also participate in a number of organizations and standards bodies, including the 3rd Generation Partnership Project (3GPP), Open Mobile Alliance (OMA), the PTS Type Certification Review Board (PTCRB) the Global Certification Forum (GCF), the GSMA, European Telecommunications Standards Institute (ETSI) and CTIA—The Wireless Association.
We participate in multiple European Union and French collaborative projects for advanced studies to benefit from cutting edge innovations from industry and academic partners in areas spanning from signal processing to end-to-end solutions. Recent activities focus on the defining of IoT for industrial needs, in line with the evolution of 5G.
At December 31, 2023, we had 53 patents issued.
Our research and development expense was $26.4 million for 2021, $26.6 million for 2022 and $26.1 million for 2023.
| D. | Trend Information | ||||
Other than these items, or as disclosed elsewhere in this annual report, including in “Item 5. A. Operating Results” and in "Item 3. D. Risk Factors", we are not aware of any trends, uncertainties, demands, commitments or events that are reasonable likely to have a material adverse effect on our net revenues, income, profitability, liquidity or capital resources, or that caused the disclosed financial information to be not necessarily indicative of future operating results or financial condition.
| E. | Critical Accounting Estimates | ||||
See footnote 2.4 to the Consolidated Financial Statements.
Item 6. Directors, Senior Management and Employees
| A. | Directors and Senior Management | ||||
Executive Officers and Directors
The following table sets forth information about our executive officers and directors as the date of this annual report.
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| Name | Age | Position(s) | ||||||||||||
| Executive Officers | ||||||||||||||
| Dr. Georges Karam | 62 | Chairman of the Board and Chief Executive Officer | ||||||||||||
| Deborah Choate | 60 | Chief Financial Officer | ||||||||||||
| Louis Chuang | 43 | Executive Vice President - Massive IoT Business | ||||||||||||
| Bertrand Debray | 59 | Executive Vice President - Broadband IoT Business | ||||||||||||
| Danny Kedar | 52 | Chief Operating Officer | ||||||||||||
| Olivier Pauzet | 49 | Executive Vice President, Marketing and Strategy | ||||||||||||
| Nikhil Taluja | 52 | Executive Vice President Worldwide Sales | ||||||||||||
| Directors | ||||||||||||||
| Wesley Cummins | 46 | Director | ||||||||||||
| Yves Maitre | 61 | Director | ||||||||||||
| Maria Marced | 69 | Director | ||||||||||||
| Richard Nottenburg | 70 | Director | ||||||||||||
| Hubert de Pesquidoux | 56 | Director | ||||||||||||
| Dominique Pitteloud | 62 | Director | ||||||||||||
| Zvi Slonimsky | 74 | Director | ||||||||||||
Executive Officers
Dr. Georges Karam has served as our chairman of the board and chief executive officer since the company was founded in 2003. Before founding Sequans, Dr. Karam was vice president of cable access at Juniper Networks, running the cable engineering and marketing departments and managing the cable sales launch in the Europe, Middle East and Africa region. He joined Juniper Networks when the company acquired Pacific Broadband Communications (PBC), where he was vice president of engineering and general manager for Europe. Dr. Karam has served in a variety of senior management positions at Alcatel, SAGEM and Philips. He is a senior member of IEEE, has authored numerous technical and scientific papers and holds several patents in digital communications. Dr. Karam holds a PhD in signal processing and communication theory from Ecole Nationale Supérieure des Télécommunications, Paris.
Deborah Choate has served as our chief financial officer since July 2007. Prior to joining Sequans, she was chief financial officer at Esmertec AG from September 2005 to June 2007 and at Wavecom SA, from August 1998 to August 2004, and as vice president of finance at Platinum Equity from October 2004 to September 2005. Earlier in her career, she was an audit partner with Ernst & Young. Ms. Choate has over 35 years of experience in management, finance and accounting, including over 20 years working with technology companies, in particular communications hardware, software and services. Ms Choate holds a BS in business administration from the University of California at Berkeley.
Louis Chuang has served as executive vice president for the massive IoT business unit since April 2022; from May 2021 until March 2022, Mr. Chuang served as Sequans' general manager for Asia-Pacific. Prior to joining Sequans, Mr. Chuang was senior director of sales and marketing for the broadband wireless access business unit of Gemtek, a wireless solutions provider, where he held various positions within the wireless WAN and telecom products devisions since 2003. Mr. Chuang holds an MS in communication and microwave engineering from Yuan Ze University in Taiwan.
Bertrand Debray has served as our executive vice president for the broadband IoT business unit since October 2020; from July 2013 until September 2020, Mr. Debray served as our chief operating officer and prior to that as vice president, engineering since the company was founded in 2003. Before joining Sequans, Mr. Debray was director of hardware and ASIC development in the cable product division at Juniper Networks. He joined Juniper Networks after the company acquired Pacific Broadband Communications, where he played the same role and was significantly involved in developing the cable product and team. Mr. Debray has held technical and management positions at Alcatel. He has over 20 years’ experience in large project development covering all access technologies, including wireless, satellite and cable. Mr. Debray holds a MSE from Ecole Nationale Supérieure des Télécommunications, Paris.
Danny Kedar has served as our chief operating officer since November 2020. Prior to that Mr. Kedar served as vice president of the IoT business unit from February 2016 to November 2020. Mr. Kedar returned to Sequans in June 2015 after three years as CEO of Stylls, an internet start-up offering a photo book creation and sharing application. From 2009 to 2012,
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Mr. Kedar was one of the lead product managers instrumental in the development of Sequans’ first LTE products. Prior to this, Mr. Kedar was CEO of Dorfour, a company developing technology for LTE modems. Earlier in his career, Mr. Kedar held positions including design engineer and marketing manager at companies including Agere Systems and Texas Instruments. Danny holds an engineering degree from Technion, Israel’s leading engineering school, and an MBA from Lehigh University, Pennsylvania, USA.
Olivier Pauzet has served as our executive vice president, marketing and strategy, since June 2023. Prior to that Mr. Pauzet was vice president of product and IoT solutions at Sierra Wireless (a Semtech company). From 2017 to 2020, he was vice president and general of the IoT Solutions business line at Sierra Wireless. Prior to that, he led the global business development, marketing, and strategic team of Sierra Wireless in the IoT sector. Earlier in his career, Mr. Pauzet was based in Asia, managing sales, businesses, and strategic programs at Wavecom. Mr. Pauzet holds a MBA from INSEAD and a Master of Science in Engineering from Centrale Supélec.
Nikhil Taluja has served as our executive vice president of worldwide sales since September 2016. From July 2013 until August 2016, Mr. Taluja was vice president of sales at SK hynix, a leading supplier of DRAM and Flash memory solutions, where he led the sales organization for the Americas. From March 2012 until July 2013, Mr. Taluja led the Americas’ sales and marketing organizations at ST-Ericsson, the former multinational supplier of wireless semiconductor products, including LTE solutions. From November 2007 until March 2012, Mr. Taluja held various other sales and marketing position at ST-Ericsson. Mr. Taluja has more than 20 years of sales, product marketing and business development experience, including having worked for Texas Instruments and TranSwitch, specifically in the areas of wireless and wireline communications and has co-authored three patents in the field of near field communications (NFC). Mr. Taluja holds an M.S. in electrical engineering and a BS in computer engineering and mathematics from Kansas State University.
Directors
Wesley Cummins has served as a director since June 2018. Mr. Cummins has served as a member of the Board of Directors of Applied Digital Corporation from 2007 until 2020 and from March 11, 2021 through present. During that time Mr. Cummins also served in various executive officer positions and he is currently serving as Applied Digital Corporation's chairman of the Board and chief executive office. Mr. Cummins is the president of B. Riley Asset Management, a position he has held since B. Riley Financial acquired his firm 272 Capital L.P. in August 2021. Prior to founding 272 Capital, Mr. Cummins was an analyst with Nokomis Capital, LLC, an investment advisory firm and a debtholder of the Company, from 2013 to February 2020. Mr. Cummins is also a board member of Vishay Precision Group and of CalAmp. He previously served on the board of Telenav, Inc., a connected car company. Mr. Cummins holds a B.S.B.A. from Washington University in St. Louis, Missouri.
Yves Maitre has served as a director since June 2014. Mr. Maitre has served as the CEO of Able France, a consulting firm, since July 2022. From October 2019 until September 2020, Mr. Maitre was Chief Executive Officer of HTC Corporation. Until September 2019, Mr. Maitre served as Executive VP for Connected Objects and Partnerships at Orange Corporate where he was responsible for managing Orange’s relationships with global device makers as well as partnering with ecosystem players from chipset upwards to internet companies. Prior to joining Orange, Mr. Maitre spent six years working for the consumer electronics company Thomson. He was President of Key MRO America, a subsidiary of Thomson United States and whilst living in Singapore he worked for Thomson Asia as Director of Manufacturing Supply Chain and Product Management. Before Thomson, Mr. Maitre spent five years as the COO of Quante-Pouyet, a subsidiary of 3M, making connectors for the telecoms business. He is also a board member of Orange China and several midsize / start-up companies. Mr. Maitre is an Engineering graduate in Nuclear Physics from Polytech Grenoble (France).
Maria Marced has served as a director since June 2023. Ms. Marced has served as president of TSMC Europe since 2007, where she is responsible for driving the development and strategy of TSMC’s business in Europe. Before joining TSMC, Marced was senior vice president of sales and marketing at NXP/Philips Semiconductors from 2003 until 2006, where she also served as GM of Philips’ Connected Multimedia Solutions Business Unit, overseeing Philips’ semiconductor solutions for connected consumer applications. Earlier, Marced spent more than 19 years at Intel, rising to the position of vice president and GM for Intel’s Europe, Middle East and Africa region. Marced serves as chairwoman of the Global Semiconductor Alliance (GSA) EMEA leadership council, an organization dedicated to the advancement of the worldwide semiconductor industry. Ms. Marced holds a masters degree in telecommunications engineering from Politechnique Madrid (Spain).
Richard Nottenburg has served as a director since June 2016. He has served as Executive Chairman of NxBeam Inc., a private company, since February 2022, and an investor in various early-stage technology companies. Previously, Dr. Nottenburg served as president, chief executive officer, and member of the board of directors of Sonus Networks, Inc. from
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2008 through 2010. From 2004 until 2008, Dr. Nottenburg was an officer with Motorola, Inc., ultimately serving as its executive vice president, chief strategy officer and chief technology officer. He served on the boards of Aeroflex Corporation from 2010 until 2014, PMC Sierra, where he was a member of the audit committee, from 2011 until 2016 and Violin Memory where he served as Chairman from 2014 until 2017. Dr. Nottenburg is currently a member of the board of directors of Verint Systems Inc., where he is chairman of the compensation committee; Cognyte Ltd., where he is chairman of the compensation committee, and Applied Digital Inc., where he is chairman of the compensation committee and a member of the audit committee. He previously served on the boards of directors of PMC-Sierra Inc., Aeroflex Holding Corp., Anaren, Inc., Comverse Technology, Inc. and Violin Memory, Inc. Dr. Nottenburg has a BSEE in Electrical Engineering from New York University, an MSEE in Electrical Engineering from Colorado State University and a PhD in Electrical Engineering from Ecole Polytechnique Federal Lausanne.
Hubert de Pesquidoux has served as a director since March 2011. Mr. de Pesquidoux has served as an Executive Partner at Siris Capital, a private equity firm focused on making control investments in data/telecom, technology and technology-enabled business service companies in North America, since October 2012. From 1991 until December 2009, Mr. de Pesquidoux held various positions at the telecommunications company Alcatel-Lucent SA (and its predecessor, Alcatel S.A. and its affiliates), where he most recently served as Chief Financial Officer from November 2007 until December 2008 and as President of the Enterprise business from November 2006 until December 2008. Mr. de Pesquidoux was also previously a member of the Alcatel Executive Committee and held various executive positions including President and Chief Executive Officer of Alcatel North America, Chief Executive Officer of Alcatel Canada (formerly NewbridgeNetworks) and Chief Financial Officer of Alcatel USA. Mr. de Pesquidoux currently serves as a director and audit committee chair of Criteo S.A., as executive chairman of Mavenir Systems, Inc. and is a member of the board of Tarana Wireless. Mr. de Pesquidoux holds a Master in Law from University of Nancy II, a Master in Economics and Finance from Institut d’Etudes Politiques de Paris, a DESS in International Affairs from University of Paris Dauphine and was a laureate in the “Concours Général de Droit”.
Dominique Pitteloud has served as a director since January 2005. Mr. Pitteloud is a co-founder and has served as managing partner at Climb Ventures in Geneva since 2020. He was managing partner with Ginko Ventures from 2015 to 2020, partner with Endeavour Vision from 2007 to 2015, and principal at Vision Capital from 2001 to 2007. Mr. Pitteloud is also an advisor to ASSIA, a provider of DSL management solutions and serves or has served as a director of number of private companies. Prior to becoming a venture capitalist, Mr. Pitteloud was vice president of marketing at 8×8, a Silicon Valley semiconductor and telecommunication company, which he joined in 1999 as part of the acquisition of Odisei, a VoIP start-up from Sophia Antipolis, France. At Odisei, Mr. Pitteloud led the development of the company’s business and financing activities. Prior to Odisei, Mr. Pitteloud held various engineering and management positions at Logitech, including Vice President of the scanner and video camera business units. Mr. Pitteloud received a BS in electrical engineering and telecommunications from the School of Business and Engineering in Vaud, Switzerland and an MBA from Santa Clara University.
Zvi Slonimsky has served as a director since November 2006. Since 2005, Mr. Slonimsky has been chairman of the board of several Israeli high tech companies, currently including several private companies as well as Awear, Maradin and Surf, and previously Alvarion, Extricom, Pentalum and Teledata. He served as CEO of Alvarion Ltd. from 2001 to October 2005, following Alvarion’s establishment via merger of BreezeCOM and Floware in August 2001. Prior to the merger, Mr. Slonimsky was CEO of BreezeCom. Before that, he served as president and CEO of MTS Ltd. and was general manager of DSP Group, Israel. Earlier in his career, he held senior positions at several Israeli telecom companies, including C.Mer and Tadiran. Mr. Slonimsky holds a BSEE and a MSEE from the Technion Israel Institute for Technology and an MBA from Tel-Aviv University.
| B. | Compensation | ||||
Compensation of Executive Officers and Directors
The compensation policies applicable to our executive officers and directors are designed to promote the Company’s performance and competitiveness in the mid and long term and to be aligned with shareholders’ interests, while being competitive in order to attract and retain qualified executive officers and directors.
Director compensation elements are submitted to the approval of the shareholders annually.
The compensation policy applicable to executive officers is determined by the board of directors on the basis of recommendations made by the compensation committee and is reviewed annually. The compensation committee comprises exclusively independent directors.
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All executive officers are compensated by a combination of fixed salary, bonus based of performance on quarterly or annual objectives and long-term incentives in the form of grants of restricted free shares vesting over four years.
On October 23, 2023, the Company adopted its Compensation Recovery Policy which specifies when we will seek recovery of performance based bonuses awarded or paid based on financial metrics that were subsequently restated.
The aggregate compensation paid and benefits in kind granted by us to our executive officers and directors, including share-based compensation, for the year ended December 31, 2023 was $7.0 million. For the year ended December 31, 2023, we estimate that approximately $23,000 of the amounts set aside or accrued to provide pension, retirement or similar benefits to our employees was attributable to our executive officers.
Our non-employee directors are entitled to the following annual compensation as an annual retainer:
| Attendance fees | $ | 20,000 | |||
| Attendance fees for lead independent director | $ | 20,000 | |||
| Attendance fees for board committee chairperson | |||||
| Audit committee | $ | 12,000 | |||
| Compensation committee | $ | 9,000 | |||
| Nominating and corporate governance committee | $ | 5,000 | |||
| Attendance fees for board committee members | |||||
| Audit committee | $ | 6,000 | |||
| Compensation committee | $ | 4,500 | |||
| Nominating and corporate governance committee | $ | 2,500 | |||
In addition, our non-employee directors, are also entitled to the following equity awards as an annual retainer:
Annual award for continuing board members(1)(2) | Warrants to purchase 45,000 ADSs | ||||
(1)The annual equity award for continuing board members has an exercise price equal to the fair market value of the ADSs on the date of grant and will fully vest on the anniversary of the date of grant of the award, subject to the non-employee director’s continued service to us through the vesting date.
(2)All such awards will become fully vested upon a change of control.
Employment Agreements with Executive Officers
We have entered into a managing director agreement with Georges Karam, our chairman and chief executive officer, which contains provisions regarding salary and bonus, severance payment and benefits.
In accordance with French law, our chief executive officer (“directeur général” or “managing director”) cannot be an employee in connection with the performance of his duties in such capacity. The managing director agreement entered into with Dr. Karam does not constitute and does not contain the compulsory provisions under French law to be construed as, an employment agreement. Therefore, Dr. Karam does not benefit from the status of employee nor from any benefit that French laws and regulations grant to employees, including unemployment benefits. The managing director agreement only sets forth the terms and conditions, including compensation, under which Dr. Karam performs his duties as chief executive officer.
Fixed compensation: Dr. Karam benefits from a fixed annual gross compensation of €400,000 as of November 1, 2022, increased from €350,000 which had been unchanged since December 2016. Dr. Karam's fixed compensation is determined by taking into account the level and complexity of his responsibilities, his experience in similar positions and market practices for comparable companies.
Variable compensation: Dr. Karam’s annual variable compensation can represent between 0% and 100% of Dr. Karam’s annual fixed compensation. The amount of variable compensation is based on the achievement of pre-determined performance conditions defined by the board of directors based on recommendations issued by the compensation committee. The performance conditions are a combination of financial and strategic targets. The board of directors in its meeting of January 25, 2024, approved a bonus of €320,000 for the year ended December 31, 2023, compared with €358,333 for the year ended December 31, 2022 and €276,500 for the year ended December 31, 2021.
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On July 25, 2023, the board of directors approved a special transaction bonus to Dr. Karam in the amount of €1,000,000 conditional upon the closing the proposed acquisition of the Company by Renesas. The transaction bonus was never paid due of the termination of the proposed transaction by Renesas in February 2024. In addition, on August 15, 2023, the board of directors approved the payment by the Company of legal fees incurred by Dr. Karam in the connection with the negotiation with Renesas of the conditions of his retention as Chief Executive Officer of the Company upon change of control. A total amount of $50,401 in such legal fees were paid during 2023.
Long-term variable compensation – restricted free shares: While not an obligation of his employment agreement, each year Dr. Karam is granted restricted free shares. Dr. Karam is granted restricted free shares from the same plans used for all employees, and is subject to all the same terms and conditions. Detail of Dr. Karam's restricted free shares is described in Item 6.B.
Benefits in kind: Dr. Karam, as he is not entitled to normal French legal employee unemployment benefits, we have subscribed to private unemployment insurance on his behalf and increase Dr. Karam's compensation to cover the income taxes associated with this benefit (total cost of €14,909 in 2023; €14,099 in 2022; €14,901 in 2021). He is however eligible for the French defined contribution pension plan, which also applies to all of our French employees.
Directors’ compensation: Dr. Karam does not receive any compensation for the directorship duties that he performs for the Company or any of our subsidiaries.
Commitments given by our Company to Dr. Karam in relation to the termination or change of his executive corporate officer duties: If Dr. Karam is terminated without cause, he is entitled to a lump sum severance payment equal to eighteen months of his gross annual base remuneration and 150% of bonus, plus vesting of the ordinary shares that would have been vested during the twelve months following the end of his term. In case the dismissal would occur during the three months before or the twelve months following a change of control, he would be entitled to all the unvested share awards at the date of dismissal.
His employment contract also included a non-compete clause applicable for one year as from the termination date and applicable only to competing businesses in France. However, the Company had the option to waive this non-compete clause subject to the waiver being notified to him within 15 days after the notification of termination.
We have entered into standard employment agreements with each of our other executive officers. There are no arrangements or understanding between us and any of our other executive officers providing for benefits upon termination of their employment, other than as described in our chief executive officer's employment agreement and other than as required by applicable law.
Equity Plans
We have issued to our employees and certain consultants, stock options, founders' warrants and warrants to purchase our ordinary shares, and restricted share awards. Due to French corporate law and tax considerations, we have issued such equity awards under four types of equity plans, collectively referred to in this discussion as our equity plans. Our equity plans provide for the issue of restricted free shares or stock options to employees pursuant to our Stock Option and Restricted Share Award Plans; warrants to our business partners, including certain consultants and advisors, who have long-term relationships with us and advise us on a regular basis, pursuant to our BSA Subscription Plans; and prior to our initial public offering in the United States in April 2011, founders' warrants to employees in France, pursuant to our BCE Subscription Plans.
Under French law, the creation of each of these equity plans and the issuance of the underlying shares must be approved at the shareholders’ general meeting. The shareholders may delegate to our board of directors the authority to finalize the form of the plans and to grant the securities within a period that cannot exceed 18 months for restricted share awards, founders' warrants and warrants, and 38 months for stock options. The shareholders have nevertheless historically delegated the authority to our board to grant these securities within a period that cannot exceed 12 months. Once approved by the shareholders’ general meeting, these equity plans cannot be extended either in duration or in size. We have therefore implemented new equity plans each year and expect to continue to do so.
From 2004 through May 7, 2024, our shareholders have approved and authorized the issuance of an aggregate of 57,961,256 shares (14,490,314 ADSs) under our equity plans. At May 7, 2024, there were outstanding stock options and warrants to purchase a total of 1,741,987 of our ADSs issued under our equity plans at a weighted average exercise price of $4.96, of which 1,288,750 were held by our directors and executive officers at a weighted average exercise price of $4.83 per ADS. Of these outstanding stock options and warrants, at May 7, 2024, options and warrants to purchase 1,426,987 ADSs were vested and exercisable, of which 1,288,750 in the form of ADS were held by our directors and executive officers. At May 7,
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there were unvested restricted share awards outstanding representing 5,325,411,ADSs, of which 2,887,690 were held by our directors and executive officers. As of May 7, 2024, there were 719,095 restricted shares in the form of ADSs (507,026 held by our directors and executive officers) had vested but were not yet freely transferable under the restrictions of the plans.
The stock options and warrants granted under each of our equity plans were granted on substantially the same terms. In general, vesting of the stock options occurs over four years, with 25% vesting after an initial 12 months and the remaining 75% vesting monthly over the remaining 36 months or twelve quarters, or may be immediate when linked to employee performance. Restricted shares also generally vest over four years with either 25% vesting after an initial 12 months or 50% vesting after the initial 24 months, and the remainder vesting over the remaining 12 or 8 quarters, respectively. In addition, restricted shares cannot be sold during the first 24 months after the grant date. In general, vesting of warrants may be either on a monthly basis over a two-year period, 100% after a one-year period or may be immediate. The stock options and warrants generally expire ten years after the date of grant if not exercised earlier. In general, when a stock option or restricted shareholder’s employment service with us, or a warrant holder’s service with us, terminates for any reason, his or her stock options or restricted shares or warrants, as the case may be, will no longer continue to vest following termination. The holder may exercise any vested stock options or warrants for a period of 30-90 days. In the event of death, the holder’s heirs or beneficiaries shall have a period of six months to exercise such stock options or warrants. In the event that a third party acquires a 100% interest in us, an employee holder of stock options and restricted shares who is subsequently dismissed has the right to exercise all of his or her options or warrants within 30 days, notwithstanding the current vesting schedule, and all unvested restricted shares shall vest immediately, conditional upon such dismissal being at least one year from grant date and subject to the same requirement to hold the restricted shares until two years from the grant date. In the event of a change of control, as defined in the warrant equity plans subject to vesting, warrants that are not yet exercisable will become exercisable for 30 days following the effective date of the change of control.
The exercise price of the stock options or warrants is set at the fair market value of the shares on the effective date of grant as determined by our board of directors, typically the closing price of the ADSs on the effective date.
In the event of certain changes in our share capital structure, such as a consolidation or share split or dividend, appropriate adjustments will be made to the numbers of shares and exercise prices under outstanding stock options, founders' warrants and warrants.
The following table provides information regarding the options to purchase our ordinary shares and restricted shares held by each of our directors and officers who beneficially own greater than one percent of our ordinary shares or ADS or have options to purchase more than one percent of our ordinary shares or ADS as of May 7, 2024:
| Restricted Shares (1)(2) | Options (2) | |||||||||||||||||||||||||||||||||||||
| Name (Title) | Number Unvested | Number Vested, Trading Restricted | Grant Date Fair Value | Number | Exercise Price | Expiration Date | ||||||||||||||||||||||||||||||||
| Dr. Georges Karam, Chairman and Chief Executive Officer | 168,750 | — | $1.35 | 170,000 | $1.58 | July 22, 2024 | ||||||||||||||||||||||||||||||||
| 437,500 | — | $1.08 | 130,000 | $1.25 | Dec. 11, 2024 | |||||||||||||||||||||||||||||||||
| 125,024 | — | $1.03 | 98,000 | $1.94 | Apr. 21, 2025 | |||||||||||||||||||||||||||||||||
| 421,848 | 328,104 | $0.91 | 170,000 | $1.55 | July 20, 2025 | |||||||||||||||||||||||||||||||||
| 1,750,000 | 1,050,000 | $0.92 | 100,000 | $1.97 | Dec. 14, 2025 | |||||||||||||||||||||||||||||||||
| 825,000 | 375,000 | $0.90 | ||||||||||||||||||||||||||||||||||||
| 4,000,000 | — | $0.18 | ||||||||||||||||||||||||||||||||||||
(1) The restricted shares also vest over four years with 25% vesting after an initial 12 months and the remainder vesting over the remaining 36 months. The restricted shares cannot be sold during the first 24 months after the grant date.
(2) The numbers in the table represent the number of underlying ordinary shares. To obtain the number of ADS, it is necessary to divide by four. To obtain the exercise price per ADS or the grant date fair value per ADS, it is necessary to multiply by four.
All ADS and per ADS amounts reflect the current ADS to ordinary share ratio of one ADS representing four ordinary shares.
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| C. | Board Practices | ||||
In accordance with French law governing a société anonyme, our business is overseen by our board of directors and by our chairman. The board of directors has appointed Dr. Karam as our chairman, who also serves as our chief executive officer. Subject to the prior authorization of the board of directors for certain decisions as required under French law, the chief executive officer has full authority to manage our affairs.
Our board of directors is responsible for, among other things, presenting our accounts to our shareholders for their approval and convening shareholder meetings. The board of directors also reviews and monitors our economic, financial and technical strategies. The directors are elected by the shareholders at an ordinary general meeting. Under French law, a director may be an individual or a corporation and the board of directors must be composed at all times of a minimum of three members.
Within the limits set out by the corporate purposes (objet social) of our company and the powers expressly granted by law to the shareholders’ general meeting, the board of directors may deliberate upon our operations and make any decisions in accordance with our business. However, a director must abstain from voting on matters in which the director has an interest. The board of directors can only deliberate if at least half of the directors attend the meeting in the manners provided for in our by-laws. Decisions of the board of directors are taken by the majority of the directors present or represented. Under French law, our directors and chief executive officer may not, under any circumstances, borrow money from us or obtain an extension of credit or obtain a surety from us.
Our board of directors currently consists of eight directors, which is the maximum permitted under our by-laws. Our board of directors has determined that each of Messrs. Cummins, Maitre, Nottenburg, de Pesquidoux, Pitteloud, and Slonimsky and Ms. Marced qualify as independent under the applicable rules and regulations of the SEC and the NYSE.
The sections of the by-laws relating to the number of directors, election and removal of a director from office may be modified only by a resolution adopted by 66 2/3% of our shareholders present or represented. A director’s term expires at the end of the ordinary shareholders’ general meeting convened to vote upon the accounts of the then-preceding fiscal year and is held in the year during which the term of such director comes to an end unless such director’s term expires earlier in the event of a resignation or removal. The following table sets forth the names of the directors of our company, the dates of their initial appointment as directors and the expiration dates of their current term.
| Name | Current position | Year of appointment | Term expiration year | |||||||||||||||||
| Georges Karam | Chairman | 2003 | 2024 | |||||||||||||||||
| Wesley Cummins | Director | 2018 | 2024 | |||||||||||||||||
| Yves Maitre | Director | 2014 | 2026 | |||||||||||||||||
| Maria Marced | Director | 2023 | 2026 | |||||||||||||||||
| Richard Nottenburg | Director | 2016 | 2025 | |||||||||||||||||
| Hubert de Pesquidoux | Director | 2011 | 2026 | |||||||||||||||||
| Dominique Pitteloud | Director | 2005 | 2025 | |||||||||||||||||
| Zvi Slonimsky | Director | 2006 | 2024 | |||||||||||||||||
Each director is elected for a three-year term by a vote of the majority of the shareholders present or represented. Under French law, a director who is an individual cannot serve on more than five boards of directors or supervisory boards in corporations (société anonyme) registered in France; directorships in companies controlled by us, as defined in article L.233-16 of the French Commercial Code, are not taken into account.
Directors may resign at any time and their position as members of the board of directors may be revoked at any time by a majority vote of the shareholders present or represented at a shareholders’ general meeting, excluding abstentions. The number of directors who are over 70 years old may not exceed one third of the total number of directors and the chairman of our board must not be over 65 years old. A director does not need to be a French national, and there is no limitation on the number of terms that a director may serve. In case of removal without cause, directors may be entitled to damages.
Vacancies on our board of directors, including vacancies resulting from there being fewer than the maximum number of directors permitted by our by-laws, provided there are at least three directors remaining, may be filled by a vote of a simple majority of the directors then in office. The appointment must then be ratified by the next shareholders’ general meeting. Directors chosen or appointed to fill a vacancy shall be elected by the board for the remaining duration of the current term of
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the replaced director. In the event the board would be composed of less than three directors as a result of a vacancy, meetings of the board of directors shall no longer be permitted to be held except to immediately convene a shareholders’ general meeting to elect one or several new directors so there are at least three directors serving on the board of directors, in accordance with French law.
Under French law, employees may be elected to serve as a director. However, such employee-director must perform actual functions separate from his/her role as director in order to retain the benefit of his/her employment agreement. The number of directors who are our employees cannot exceed one third of the directors then in office. No director can enter into an employment agreement with us after his/her election to the board of directors.
French law requires that companies having at least 50 employees for a period of 12 consecutive months have a Comité Social et Economique, or Workers’ Council, composed of representatives elected from among the personnel. Our Workers’ Council was formed in 2007. Two of these representatives are entitled to attend all meetings of the board of directors and the shareholders, but they do not have any voting rights.
Directors are required to comply with applicable law and with our by-laws. Our directors may be jointly and severally liable for actions that they take that are contrary to our interests. Directors are jointly and severally liable for collective decisions. However, each director may avoid liability by proving that he or she acted diligently and with caution, in particular by not approving the decision at issue or even by resigning in the event of certain critical situations. In certain critical situations, in order to avoid liability for decisions made by the board, a director must resign from his or her office. Directors may be individually liable for actions fully attributable to them in connection with a specific mission assigned to them by the board of directors. As a director, the chairman of the board is liable under the same conditions. The chief executive officer may be liable with respect to third parties if he commits a fault that is severable from his duties and which is only attributable to him.
Directors’ Service Contracts
In March 2021, we entered into a consulting agreement with Yves Maitre. See “Item 7.B—Related Party Transactions—Agreements with Executive Officers and Directors—Director Compensation and Agreements”. Except for this consulting agreement and directors compensation, there are no other arrangements or understandings between us and any of our non-employee directors providing for benefits upon termination of their employment or service as directors of our company, other than as required by applicable law.
Board Leadership Structure
We believe that the interests of our shareholders are best served by maintaining our Board of Directors’ flexibility in determining the board leadership structure that is best suited to the needs of the Company at any particular time. Mr. Yves Maitre currently serves as lead independent director. The defined role of the lead independent director is designed to ensure a strong, independent and active Board of Directors. As set forth in the Board Internal Charter, the lead independent director has clearly delineated and comprehensive duties. These duties included:
•Presiding at all meetings of the board at which the chairman is not present, including executive sessions of the independent directors.
•Calling meetings of the independent directors.
•Serving as liaison between the independent directors and the chairman and chief executive officer.
•Collecting feedback from the board members in order to help the chairman finalize the meeting agendas.
•Based on feedback from the other board members, recommending to the chairman that a special board of directors meeting be called focused on a specific agenda.
•If a shareholder requests to talk with an independent director and not to the chairman and/or the chief executive officer, representing the board of directors for such communication in coordination with the chairman.
Board Committees
Our board of directors has established an audit committee, a compensation committee and a nominating and corporate governance committee.
Audit Committee
Our audit committee consists of Hubert de Pesquidoux, Richard Nottenburg and Dominique Pitteloud, with Mr. de Pesquidoux serving as chairperson. Our audit committee oversees our corporate accounting and financial reporting process and
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internal controls over financial reporting. Our audit committee evaluates the independent registered public accounting firm’s qualifications, independence and performance; recommends to the shareholders with respect to the identity and compensation of the independent registered public accounting firm; approves the retention of the independent registered public accounting firm to perform any proposed permissible non-audit services; reviews our Consolidated Financial Statements; reviews our critical accounting policies and estimates and internal controls over financial reporting; discusses with management and the independent registered public accounting firm the results of the annual audit and the reviews of our quarterly Consolidated Financial Statements; and reviews the scope and results of internal audits and evaluates the performance of the internal auditor. Our board of directors has determined that each of our audit committee members meets the requirements for independence and financial literacy under the applicable rules and regulations of the SEC and the NYSE. Our board of directors has determined that Mr. de Pesquidoux is an audit committee financial expert as defined under the applicable rules of the SEC and has the requisite financial sophistication under the applicable rules and regulations of the NYSE. The audit committee operates under a written charter that satisfies the applicable rules of the SEC and the NYSE.
Compensation Committee
Our compensation committee consists of Zvi Slonimsky, Richard Nottenburg and Dominique Pitteloud, with Mr. Slonimsky serving as chairperson. Our compensation committee reviews and recommends policies relating to the compensation and benefits of our officers and employees, which includes reviewing and approving corporate goals and objectives relevant to compensation of our chief executive officer and other senior officers, evaluating the performance of these officers in light of those goals and objectives and setting compensation of these officers based on such evaluations. The compensation committee also recommends to the board of directors the issue of stock options and other awards. Our board of directors has determined that each member our compensation committee meets the requirements for independence under the applicable rules and regulations of the SEC and the NYSE. The compensation committee operates under a written charter.
Nominating and Corporate Governance Committee
Our nominating and corporate governance committee consists of Yves Maitre, Maria Marced and Zvi Slonimsky, with Mr. Maitre serving as chairperson. The nominating and corporate governance committee is responsible for making recommendations regarding candidates for directorships and the size and composition of our board. In making such recommendations, the nominating and corporate governance committee considers the skills and experience of the directors or nominees in the context of the needs of our board of directors as well as the directors’ or nominees’ diversity of skills and experience in areas that are relevant to our business and activities. In addition, the nominating and corporate governance committee is responsible for overseeing our corporate governance guidelines and reporting and making recommendations concerning governance matters. Our board of directors has determined that each member of our nominating and corporate governance committee meets the requirements for independence under the applicable rules and regulations of the NYSE. The nominating and corporate governance committee operates under a written charter.
| D. | Employees | ||||
At December 31, 2023, we had 264 full-time employees, of whom 140 were located in France, 43 were in Israel, 34 were in the United Kingdom, 22 were in the United States, 11 were in Taiwan, 5 were in Singapore, 7 were in China, and there was one employee in each of Finland and Hong Kong. Management considers labor relations to be good. We also have independent contractors and consultants. At December 31, 2023, we had 48 dedicated engineers from Global Logic in Ukraine for software development and testing, and also had 98 independent contractors primarily in research and development but also in business development and finance in France, Finland, Germany,India, Israel, Poland, Serbia, the United Kingdom, the United States, China and Japan.
At each date shown, we had the following employees, broken out by department and geography:
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| At December 31, | ||||||||||||||||||||
| 2021 | 2022 | 2023 | ||||||||||||||||||
| Department: | ||||||||||||||||||||
| Research and development | 189 | 183 | 190 | |||||||||||||||||
| Sales and marketing | 36 | 44 | 45 | |||||||||||||||||
| General and administration | 18 | 23 | 24 | |||||||||||||||||
| Operations | 7 | 8 | 5 | |||||||||||||||||
| Total | 250 | 258 | 264 | |||||||||||||||||
| Geography: | ||||||||||||||||||||
| Europe, Middle East, Africa | 210 | 211 | 218 | |||||||||||||||||
| Asia | 22 | 27 | 24 | |||||||||||||||||
| Americas | 18 | 20 | 22 | |||||||||||||||||
| Total | 250 | 258 | 264 | |||||||||||||||||
| E. | Share Ownership | ||||
For information regarding the share ownership of our directors and executive officers, please refer to “Item 6.B.—Compensation—Equity Plans” and “Item 7.A—Major Shareholders.
| F. | Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation S’share Ownership | ||||
Not applicable.
Item 7. Major Shareholders and Related Party Transactions
| A. | Major Shareholders | ||||
The following table sets forth information with respect to the beneficial ownership of our shares as of May 7, 2024 :
•each person, or group of affiliated persons, known by us to own beneficially more than 5% of our outstanding ADSs or ordinary shares;
•each of our executive officers;
•each of our directors; and
•all of our executive officers and directors as a group.
Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting or investment power with respect to those securities, and include shares subject to options that are exercisable within 60 days after the date of this annual report. Such shares are also deemed outstanding for purposes of computing the percentage ownership of the person holding the option, but not the percentage ownership of any other person.
For the purpose of calculating the percentage of shares beneficially owned by any shareholder, this table lists applicable percentage ownership based on 247,755,548 ordinary shares (the equivalent of 61,938,887 ADSs) outstanding as of May 7, 2024.
Unless otherwise indicated below, to our knowledge, all persons named in the table have sole voting and investment power with respect to their shares. To our knowledge, none of the shareholders in this table is a broker-dealer or is affiliated with a broker-dealer.
Unless otherwise indicated in the footnotes to the table, the address of each individual listed in the table is c/o Sequans Communications S.A., 15-55 boulevard Charles de Gaulle, 92700 Colombes, France.
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| Ordinary Shares Beneficially Owned | ADSs Beneficially Owned | ||||||||||||||||
| Number | Number | Percent | |||||||||||||||
| 5% Shareholders | |||||||||||||||||
B. Riley Asset Management LLC(1) | 45,013,764 | 11,253,441 | 18.2 | % | |||||||||||||
Lynrock Lake Master Fund LP (2) | 34,711,652 | 8,677,913 | 14.0 | % | |||||||||||||
Divisar Partners QP, L.P.(3) | 18,905,516 | 4,726,379 | 7.6 | % | |||||||||||||
Bpifrance Participations(4) | 13,200,072 | 3,300,018 | 5.3 | % | |||||||||||||
| Executive Officers and Directors | |||||||||||||||||
Dr. Georges Karam(5) | 6,256,907 | 1,687,138 | 2.7 | % | |||||||||||||
Deborah Choate(6) | 858,252 | 214,563 | * | ||||||||||||||
Louis Chuang(7) | 112,520 | 28,130 | * | ||||||||||||||
Wesley Cummins(8) | 45,575,764 | 11,393,941 | 18.4 | % | |||||||||||||
Bertrand Debray(9) | 1,648,292 | 412,073 | * | ||||||||||||||
Danny Kedar(10) | 552,520 | 138,130 | * | ||||||||||||||
Yves Maitre(11) | 823,360 | 205,840 | * | ||||||||||||||
Maria Marced(12) | 180,000 | 45,000 | * | ||||||||||||||
Richard Nottenburg(13) | 634,500 | 158,624 | * | ||||||||||||||
| Olivier Pauzet | — | — | * | ||||||||||||||
Hubert de Pesquidoux(14) | 674,400 | 168,600 | * | ||||||||||||||
Dominique Pitteloud(15) | 728,000 | 182,000 | * | ||||||||||||||
Zvi Slonimsky(16) | 752,388 | 188,097 | * | ||||||||||||||
Nikhil Taluja(17) | 639,256 | 159,814 | * | ||||||||||||||
All executive officers and directors as a group (14 persons)(18) | 59,115,404 | 14,981,950 | 23.3 | % | |||||||||||||
* Represents beneficial ownership of less than 1%.
(1)Based on a Schedule 13D/A filed with the SEC on October 27, 2023. B. Riley Asset Management LLC (“BRAM”) is the investment manager for certain funds and accounts (the "BRAM Funds and Accounts") and Mr. Cummins is the President of BRAM. BRAM and Mr. Cummins share voting and dispositive rights over the ADSs. The principal business address of BRAM is 3811 Turtle Creek Boulevard, Suite 2100, Dallas, TX 75219.
(2)Based on a Schedule 13F filed with the SEC on February 14, 2024. The amount reported includes 34,711,652 ordinary shares represented by 8,677,913 ADSs. In addition, Lynrock Lake Master Fund LP ("Lynrock Lake Master") directly held convertible notes of the Company that are not presently convertible into ADSs due to a 9.99% beneficial ownership limitation. Lynrock Lake LP (the "Investment Manager") is the investment manager of Lynrock Lake Master, and pursuant to an investment management agreement, the Investment Manager has been delegated full voting and investment power over securities of the Company held by Lynrock Lake Master. Cynthia Paul, the Chief Investment Officer of the Investment Manager and Sole Member of Lynrock Lake Partners LLC, the general partner of the Investment Manager, may be deemed to exercise voting and investment power over securities of the Issuer held by Lynrock Lake Master. The address of Lynrock Lake is 12 International Drive, Suite 130, Rye Brook NY 10573.
(3)Based on a Schedule 13G/A filed with the SEC on February 14, 2024. Includes 18,905,516 ordinary shares (represented by 4,726,379 ADSs) beneficially owned by Divisar Capital Management, LLC, which is the general partner of Divisar Partners QP, L.P.. Included in this amount are 17,605,068 ordinary shares (represented by 4,401,267 ADSs) held by Divisar Partners QP, L.P. Mr. Steven Baughman, as CEO of Divisar Capital Management, LLC, with the power to exercise investment and voting discretion, may be deemed to be the beneficial owner of all shares held by Divisar Partners QP, L.P. The principal business address for Divisar Partners QP, L.P. is 275 Sacramento Street, 8th Floor, San Francisco, CA. Mr. Steven Baughman, as CEO of Divisar Capital Management, LLC, with the power to exercise investment and voting discretion, may be deemed to be the beneficial owner of all shares held by Divisar Partners QP, L.P. The principal business address for Divisar Partners QP, L.P. is 275 Sacramento Street, 8th Floor, San Francisco, CA 94111.
(4)Based on a Schedule 13D/A filed with the SEC on August 29, 2023. Bpifrance Participations S.A., or Bpifrance Participations. Bpifrance Participations is a wholly-owned subsidiary of Bpifrance S.A., a French credit institution ("Bpifrance"). Caisse de Dépôts, or CDC, and EPIC Bpifrance, a French public institution of industrial and
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commercial nature (“EPIC”) each hold 49.2% of the share capital of Bpifrance and jointly control Bpifrance. None of Bpifrance, CDC or EPIC holds any shares directly. Bpifrance may be deemed to be the beneficial owner of 13,200,072 shares, indirectly through its ownership of Bpifrance Participation. CDC and EPIC may be deemed to be the beneficial owner of 13,200,072 shares, indirectly through their joint ownership and control of Bpifrance. The principal address for CDC is 56, rue de Lille, 75007 Paris, France. The principal address for Bpifrance Participations, Bpifrance and EPIC is 27-31, avenue du Général Leclerc, 94710 Maisons-Alfort Cedex, France.
(5)Includes 877,376 ordinary shares subject to options that are exercisable and restricted shares that vest within 60 days of May 7, 2024.
(6)Includes 185,500 ordinary shares subject to options that are exercisable and restricted shares that vest within 60 days of May 7, 2024.
(7)Includes no restricted shares that vest within 60 days of May 7, 2024.
(8)Includes 562,000 ordinary shares subject to warrants that are exercisable within 60 days of May 7, 2024 and 44,201,364 ordinary shares (represented by 11,050,341ADSs) owned by BRAM Funds and Accounts.
(9)Includes 209,500 ordinary shares subject to options that are exercisable and restricted shares that vest within 60 days of May 7, 2024.
(10)Includes 131,252 ordinary shares subject to options that are exercisable and restricted shares that vest within 60 days of May 7, 2024.
(11)Includes 647,000 ordinary shares subject to warrants that are exercisable within 60 days of May 7, 2024.
(12)Includes 180,000 ordinary shares subject to warrants that are exercisable within 60 days of May 7,, 2024.
(13)Includes 632,000 ordinary shares subject to warrants that are exercisable within 60 days of May 7,, 2024.
(14)Includes 632,000 ordinary shares subject to warrants that are exercisable within 60 days of May 7, 2024.
(15)Includes 632,000 ordinary shares subject to warrants that are exercisable within 60 days of May 7, 2024.
(16)Includes 632,000 ordinary shares subject to warrants that are exercisable within 60 days of May 7, 2024.
(17)Includes 208,752 ordinary shares subject to options that are exercisable and restricted shares that vest within 60 days of May 7, 2024.
(18)Includes 5,529380 ordinary shares subject to options and warrants that are exercisable and restricted shares that vest within 60 days of May 7, 2024.
None of our principal shareholders have voting rights different than our other shareholders.
At May 7, 2024, there were 61,855,829 of our ADSs outstanding, representing 247,423,716 of our ordinary shares or 99.9% of our 247,755,548 total outstanding ordinary shares. At such date, there were 309 holders of record registered with the Bank of New York Mellon, depositary of our ADSs.
| B. | Related Party Transactions | ||||
Since January 1, 2023, we have engaged in the following transactions with our directors and executive officers, holders of more than 5% of our voting securities and affiliates of our directors, executive officers and 5% shareholders.
Under French law, agreements entered into directly or indirectly between us and either one of our officers or one of our shareholders owning more than 10% of our shares, or any company controlling one of our shareholders owning more than 10% of our shares, are subject to the prior approval of the board of directors and must be ratified by our ordinary shareholders’ general meetings on the basis of a specific report issued by our statutory auditors on such agreements. Our managing director agreement with Georges Karam has been submitted to the prior approval of the board of directors and has been or will be submitted to our shareholders at each annual shareholders’ general meeting.
Agreements with Major Shareholders
Bpifrance
In October 2014, Bpifrance, the financial agency of the French government, provided funding to the Company in the context of a long-term research project, to be completed over a 3-year period. In December 2016, Bpifrance and the Company signed an amendment to extend the period from three to four years. The total funding remained unchanged and amounted to €6,967,000 ($8,988,000) comprising a portion in the form of a grant (€2,957,000 or $3,815,000) and a portion in the form of a forgivable loan (€4,010,000 or $5,173,000). The forgivable loan advance will be repaid, as the project was not a commercial failure, from March 31, 2019 to December 31, 2024 of which €540,000 ($571,000) in paid in 2021, €870,000 ($939,000) in paid in 2022 and €870,000 ($939,000) in paid in 2023, and bears interest at a 1.53% fixed contractual rate. In the event of commercial success, defined as sales of the product developed under this program in excess of €350 million ($396 million)
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during a period of three years, then the Company shall pay for three consecutive years after the date of the termination of the reimbursement a bonus to Bpifrance of 1% of annual revenues generated by products issued from the project. As of December 31, 2023, €1,440,000 ($1,591,000) remain outstanding on the forgivable loan advance.
In September 2015, the Company received two loans from the financial agency of the French government for a total amount of €2 million ($2.2 million). One loan of €1 million bears interest at 5.24% per year, paid quarterly; the second loan of €1 million is interest-free. The interest-free loan has been revalued using the 5.24% interest rate payable on the other loan. Both loans have seven-year terms with the principal being amortized on a quarterly basis beginning in September 2017. As of December 31, 2023, both loans had been totally reimbursed.
In January 2016, Bpifrance provided funding to the Company for a new long-term research project, estimated to be completed in early 2020. The total of the funding amounts to €2,095,000 ($2,288,000) comprising a portion in the form of a grant (€668,000 or $729,000) and a portion in the form of a forgivable loan (€1,427,000 or $1,558,000). The forgivable loan advance was to be repaid, except if the project is a commercial failure, from July 1, 2020 to July 1, 2024 and bore interest at a 1.17% fixed contractual rate. In late 2020, the Company determined that there was not enough market interest for the radio frequency of the product development funded by this grant and abandoned the project. A request for forgiveness of the debt was made and in April 2021 and Bpifrance forgave a large portion of the advance. The unforgiven portion of €213,000 ($241,000) was reimbursed in the February 2022.
On April 30, 2020, Bpifrance provided €5 million of debt financing as part of the French COVID-19 economic support plan. The French loan is unsecured and could, at Sequans’ option, be repaid in full in one year plus 1.75% interest or, with one to four months’ notice before April 30, 2021, be repaid over the following five years. In March 2021, the Company exercised the option to repay over five years with an additional deferral (from August 2022 to May 2026, only interest will be paid from August 2021 to May 2022). As of December 31, 2023, €3,438,000 ($3,798,000) remain outstanding on the debt financing.
Lynrock Lake Master Fund LP
In April 2021, we completed the sale of 1,818,181 ADSs in connection with a private placement with Lynrock Lake Master Fund LP for $10.0 million. In April 2021, the Company entered into a convertible note agreement with Lynrock Lake Master Fund LP in the principal amount of $40.0 million. The convertible note matures in April 2024 and is convertible, at the holder’s option, into the Company’s ADSs at a conversion price of $7.66 per ADS, subject to a 9.9% ownership limit for Lynrock Lake.
On April 3, 2023, we entered into a Securities Purchase Agreement with Lynrock Lake to issue to them 3,930,663 American Depositary Shares at a price of $2.06 per ADS for a capital increase of $8.1 million.
As of December 31, 2023, $40.0 million principal amount remains outstanding ($46.9 million including accrued interest on a contractual basis).
On April 9, 2024, we secured a standstill agreement from Lynrock Lake. The agreements granted an initial standstill period until April 26, 2024 that may be further extended subject to certain milestones being met; the request for the extension of the agreements is in process as of this date, however there can be no assurance of the length of the extension, if any.
Renesas Electronics Corporation
In January 2022, we completed the sale of 1,974,755 ADSs to Renesas Electronics Corporation for $9.3 million in a private placement transaction. As part of the investment agreement, a representative of Renesas Electronics Corporation (Mr. Sailesh Chittipeddi) became a board observer in January 2022. Mr. Chittipeddi was elected as a board member by the shareholders at their June 2022 annual meeting. In 2020 and 2021, we signed license and services agreements with Renesas Electronics Corporation and Renesas Electronic America. In 2022, we signed amendments of the agreement with Renesas Electronics Corporation. In the year ended December 31, 2023, we recognized total revenue of $5.3 million from these agreements.
On November 8, 2023, in connection with contemplated acquisition of the Company by Renesas Electronics Corporation ("Renesas") that was in process at the time (subsequently terminated in February 2024), the Company entered into a Security Purchase Agreement with Renesas Electronics America ("Renesas America") whereby Renesas America agreed to the issuance of an unsecured subordinated note (the “Note”) in an aggregate principal amount of $6.0 million, at a stated rate of interest of 9.5% per annum. On December 27, 2023, the Company entered into a second Security Purchase Agreement with Renesas America whereby Renesas America agreed to the issuance of a Note in an aggregate principal amount of $3.0 million, at a stated rate of interest of 9.5% per annum.
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On August 4, 2023, the Company entered into a Memorandum of Understanding (the “MoU”) with Renesas. The MoU provided, among other things, that Renesas and the Company engage in a series of transactions pursuant to which, among other transactions, Renesas would seek to acquire (through an affiliate) all of the issued and outstanding ordinary shares for $0.7575 per ordinary share and $3.03 per ADS.
On November 8, 2023, the Company entered into a Security Purchase Agreement (the “Purchase Agreement”) with Renesas Electronics America Inc., (“Renesas America”) a wholly owned subsidiary of Renesas, providing for the issuance of an unsecured subordinated note in an aggregate principal amount of $6 million. The transaction closed on November 8, 2023. On December 27, 2023, we entered into a second Security Purchase Agreement with Renesas America providing for the issuance of an additional unsecured subordinated note in an aggregate principal amount of $3 million. The transaction closed on December 27, 2023. On February 12, 2024, we entered into a third Security Purchase Agreement with Renesas America providing for the issuance of an additional unsecured subordinated note in an aggregate principal amount of $9 million. The transaction closed on February 12, 2024.
On February 22, 2024, Renesas notified us that Renesas was terminating the MoU due its receipt of an adverse Japanese tax ruling on February 15, 2024 from the National Tax Agency of Japan. Following the termination of the MoU, the maturity of the unsecured subordinated notes accelerated to May 22, 2024. On April 5, 2024, we secured a standstill agreement from Renesas. The agreement granted an initial standstill period until April 26, 2024 that may be further extended subject to certain milestones being met; the request for the extension of the agreement is in process as of this date, however there can be no assurance of the length of the extension, if any.
In March 2024, Mr. Chittipeddi resigned from his role as member of our board of directors.
B. Riley Asset Management LLC
On April 3, 2023, we entered into a Securities Purchase Agreement with Boothbay Diversified Alpha Master Fund LP, Boothbay Absolute Return Strategies LP and 272 Capital Master Fund LP, funds affiliated with B. Riley Asset Management and Wes Cummins, a director of the Company, to issue an aggregate of 3,930,663 American Depositary Shares at a price of $2.06 per ADS for a total capital increase of $8.1 million.
On September 26, 2023, we entered into a Securities Purchase Agreement with 272 Capital Master Fund, LTD, a fund affiliated with B. Riley Asset Management LLC and Wes Cummins, a director of the Company, to issue to them 2,120,141 American Depositary Shares at a price of $2.83 per ADS for a total capital increase of $6.0 million.
On April 22, 2024, we issued an Unsecured Promissory Note with a principal amount of $5,000,000 to 272 Capital
Master Fund, Ltd. The transaction closed on April 24, 2024.
Agreements with Executive Officers and Directors
Employment and Compensation Agreement
We have entered into a managing director agreement with Georges Karam, our chairman and chief executive officer, which contains provisions regarding salary and bonus, severance payment and benefits. See “Item 6.B—Compensation—Employment Agreements with Executive Officers”.
Director Compensation and Agreements
The non-employee members of our board of directors and directors who are permitted to receive remuneration by their employers, receive compensation based on our director compensation policy. A description of the cash compensation and equity awards that non-employee members of our board of directors will be entitled to receive is described under “Item 6. B—Compensation—Compensation of Executive Officers and Directors”.
Restricted Shares, Stock Options, and Warrants
Since our inception, we have granted restricted shares, stock options and warrants to purchase our shares to certain of our executive officers and to our non-employee directors and directors who are permitted by their employers to receive warrants. For more information about our option and warrant plans see “Item 6. B—Compensation—Equity Plans”.
| C. | Interests of Experts and Counsel | ||||
Not applicable.
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Item 8. Financial Information
| A. | Consolidated Statements and Other Financial Information | ||||
Consolidated Financial Statements
We have appended our consolidated financial statements at the end of this annual report, starting at page F-1, as part of this annual report.
Legal Proceedings
The Company was sued in three lawsuits in the United States District Court for the district of Minnesota by a company called Bell Semiconductor, LLC (“Bell”), accusing the Company of infringing certain U.S. Patents by the Company's use of certain design tools. In Bell Semiconductor, LLC v. Sequans Communications, SA et al, Case No. 0-22-cv-02106 (DMN), filed August 26, 2022, Bell accused the Company of infringing U.S. Patent Nos. 7,149,989 and 7, 260,803. In Bell Semiconductor, LLC v. Sequans Communications, SA et al, Case No. 0-22-cv-02344 (DMN), filed September 23, 2022, Bell accused the Company of infringing U.S. Patent Nos. 6,436,807 and 7,007,259. In Bell Semiconductor, LLC v. Sequans Communications, SA et al, Case No. 0-22-cv-02660 (DMN), filed October 21, 2022, Bell accused the Company of infringing U.S. Patent Nos. 7,231,626 and 7,396,760. The Company filed motions to dismiss in each case. In August 2023, Bell entered into a settlement agreement with supplier of the design tools that Bell asserts infringe the Patents and the three lawsuits against the Company were dismissed. The supplier of the design tools indemnified the Company for all the costs to defend and/or settle the lawsuits. the lawsuits were dismissed in August 2023.
Except as set forth above, we are not a party to any material legal proceedings.
Dividend Policy
We have never declared or paid any cash dividends on our ordinary shares. We do not anticipate paying any cash dividends on our ordinary shares in the foreseeable future and intend to retain all available funds and any future earnings for use in the operation and expansion of our business.
Subject to the requirements of French law and our by-laws, dividends may only be distributed from our statutory retained earnings. See “Item 10. B—Memorandum and Articles of Association” for further details on the limitations on our ability to declare and pay dividends. Dividend distributions, if any, will be made in euros and converted into U.S. dollars with respect to the ADSs, as provided in the deposit agreement.
| B. | Significant Changes | ||||
No significant changes have occurred since December 31, 2023, except as otherwise disclosed in this annual report.
Item 9. The Offer and Listing
| A. | Listing Details | ||||
Our ADSs have been listed on the New York Stock Exchange under the symbol “SQNS” since April 15, 2011. Prior to that date, there was no public trading market for ADSs or our ordinary shares.
| B. | Plan of Distribution | ||||
Not applicable.
| C. | Markets | ||||
Our ADS have been listed on the New York Stock Exchange under the symbol “SQNS” since April 15, 2011.
| D. | Selling Shareholders | ||||
Not applicable.
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| E. | Dilution | ||||
Not applicable.
| F. | Expenses of the Issue | ||||
Not applicable.
Item 10. Additional Information
| A. | Share Capital | ||||
Not applicable.
| B. | Memorandum and Articles of Association | ||||
The information set forth in our Registration Statement on Form F-3 (File No. 333-250122), filed with the SEC on November 16, 2020, under the heading “Description of Share Capital” is incorporated herein by reference.
| C. | Material Contracts | ||||
With the exception of the material agreements described in “Item 7.B Related Party Transactions—Agreements with Major Shareholders”, all contracts concluded by the Company during the two years preceding the date of this annual report were entered into in the ordinary course of business.
| D. | Exchange Controls | ||||
Under current French foreign exchange control regulations there are no limitations on the amount of cash payments that we may remit to residents of foreign countries. Laws and regulations concerning foreign exchange controls do, however, require that all payments or transfers of funds made by a French resident to a non-resident be handled by an accredited intermediary. All registered banks and substantially all credit institutions in France are accredited intermediaries.
| E. | Taxation | ||||
Material United States Federal Income Tax Consequences
The following is a description of the material United States federal income tax consequences of the acquisition, ownership and disposition of the ADSs. This description addresses only the United States federal income tax consequences to holders that are purchasers of the ADSs and hold such ADSs as capital assets (generally property held for investment). This description does not address tax considerations applicable to holders that may be subject to special tax rules, including:
•financial institutions or insurance companies;
•real estate investment trusts, regulated investment companies or grantor trusts;
•dealers or traders in securities or currencies;
•tax-exempt entities;
•certain former citizens or former long-term residents of the United States;
•persons that received the ADSs as compensation for the performance of services;
•persons that will hold the ADSs as part of a “hedging” or “conversion” transaction or as a position in a “straddle” for United States federal income tax purposes;
•holders that will hold the ADSs through a partnership or other pass-through entity;
•U.S. Holders, as defined below, whose “functional currency” is not the United States dollar; or
•holders that own, directly, indirectly or through attribution, 10.0% or more of the voting power or value of our shares.
Moreover, this description does not address the United States federal estate and gift or alternative minimum tax, or foreign, state or local tax, consequences of the acquisition, ownership and disposition of the ADSs.
This description is based on the United States Internal Revenue Code of 1986, as amended, or the “Code”, existing, proposed and temporary United States Treasury Regulations and judicial and administrative interpretations thereof, in each case
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as in effect and available on the date hereof. All of the foregoing is subject to change, which change could apply retroactively and could affect the tax consequences described below.
For purposes of this description, a “U.S. Holder” is a beneficial owner of the ADSs that, for United States federal income tax purposes, is:
•a citizen or resident of the United States;
•a corporation or other entity treated as a corporation for United States federal income tax purposes, created or organized in or under the laws of the United States or any state thereof, including the District of Columbia;
•an estate the income of which is subject to United States federal income taxation regardless of its source; or
•a trust if such trust has validly elected to be treated as a United States person for United States federal income tax purposes or if (1) a court within the United States is able to exercise primary supervision over its administration and (2) one or more United States persons have the authority to control all of the substantial decisions of such trust.
A “Non-U.S. Holder” is a beneficial owner of the ADSs that is neither a U.S. Holder nor a partnership, or other entity or arrangement treated as a partnership, for United States federal income tax purposes.
If a partnership or any other entity or arrangement treated as a partnership for United States federal income tax purposes holds the ADSs, the tax treatment of a partner in such partnership will depend on the status of the partner and the activities of the partnership. Such a partner or partnership is encouraged to consult its tax advisor as to its tax consequences.
You are encouraged to consult your tax advisor with respect to United States federal, state, local and foreign tax consequences of acquiring, owning and disposing of the ADSs.
For United States federal income tax purposes, you will be treated as the owner of our ordinary shares represented by your ADSs. Exchanges of ordinary shares for ADSs, and ADSs for ordinary shares, will not be subject to United States federal income tax.
Distributions with Respect to ADSs
If you are a U.S. Holder, for United States federal income tax purposes, the gross amount of any distribution made to you with respect to your ADSs (other than certain distributions, if any, of the ADSs distributed pro rata to all our shareholders), before reduction for any French taxes withheld therefrom, will be includible in your income as dividend income to the extent such distribution is paid out of our current or accumulated earnings and profits as determined under United States federal income tax principles. Subject to the discussion below under “Passive Foreign Investment Company Considerations”, non-corporate U.S. Holders may qualify for the lower rates of taxation with respect to dividends on ADSs applicable to long-term capital gains (i.e., gains from the sale of capital assets held for more than one year), provided that certain conditions are met, including certain holding period requirements and the absence of certain risk reduction transactions. However, such dividends will not be eligible for the dividends received deduction generally allowed to corporate U.S. Holders. Subject to the discussion below under “Passive Foreign Investment Company Considerations”, to the extent, if any, that the amount of any distribution by us exceeds our current and accumulated earnings and profits as determined under United States federal income tax principles, such excess amount will be treated first as a tax-free return of your adjusted tax basis in your ADSs and thereafter as capital gain. We do not expect to maintain calculations of our earnings and profits under United States federal income tax principles and, therefore, if you are a U.S. Holder you should expect that the entire amount of any distribution generally will be reported as dividend income to you.
Dividends, if any, paid to U.S. Holders in euros or currency other than the U.S. dollar (“Other Foreign Currency”) will be includible in income in a U.S. dollar amount based on the prevailing spot market exchange rate in effect on the date of actual or constructive receipt, whether or not converted into U.S. dollars at that time. Assuming dividends received in euros (or Other Foreign Currency) are converted into U.S. dollars on the day they are received, the U.S. Holder will not be required to recognize foreign currency gain or loss in respect of the dividend income. If, however, the payment is not converted at that time, a U.S. Holder will have a tax basis in euros (or Other Foreign Currency) equal to the U.S. dollar amount of the dividend included in income, which will be used to measure gain or loss from subsequent changes in exchange rates. Any gain or loss that a U.S. Holder recognizes on a subsequent conversion of euros (or Other Foreign Currency) into U.S. dollars (or on other disposition) will be U.S. source ordinary income or loss. U.S. Holders should consult their own tax advisors regarding the tax consequences to them if the dividends are paid in euros (or Other Foreign Currency).
Subject to certain conditions and limitations, French tax withheld on dividends may be deducted from your taxable income or credited against your United States federal income tax liability. The limitation on foreign taxes eligible for credit is calculated separately with respect to specific classes of income. For this purpose, dividends, if any, that we distribute will
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constitute “passive category income”, or, in the case of certain U.S. Holders, “general category income”. A foreign tax credit for foreign taxes imposed on distributions may be denied if you do not satisfy certain minimum holding period requirements or if you engage in certain risk reduction transactions. If you are a U.S. Holder, dividends, if any, paid to you with respect to your ADSs will be treated as foreign source income, which may be relevant in calculating your foreign tax credit limitation. The rules relating to the determination of the foreign tax credit are complex, and you are encouraged to consult your tax advisor to determine whether and to what extent you will be entitled to this credit.
Subject to the discussion below under “Backup Withholding Tax and Information Reporting Requirements”, if you are a Non-U.S. Holder, you should not be subject to United States federal income or withholding tax on dividends received by you on your ADSs unless such income is effectively connected with your conduct of a trade or business in the United States (and, if required by an applicable income tax treaty, is attributable to a permanent establishment or fixed base).
Sale, Exchange or Other Disposition of ADSs
Subject to the discussion below under “Passive Foreign Investment Company Considerations”, if you are a U.S. Holder, you will recognize capital gain or loss on the sale, exchange or other disposition of your ADSs equal to the difference between the amount realized on such sale, exchange or other disposition and your adjusted tax basis in your ADSs. If you are a non-corporate U.S. Holder, capital gain from the sale, exchange or other disposition of ADSs will be eligible for the preferential rate of taxation applicable to long-term capital gains if your holding period for such ADSs exceeds one year (i.e., such gain is long-term capital gain). Gain or loss, if any, recognized by a U.S. Holder will be treated as U.S. source gain or loss, as the case may be, for foreign tax credit limitation purposes. The deductibility of capital losses for United States federal income tax purposes is subject to limitations.
Subject to the discussion below under “Backup Withholding Tax and Information Reporting Requirements”, if you are a Non-U.S. Holder, you will not be subject to United States federal income or withholding tax on any gain realized on the sale or exchange of your ADSs unless:
•such gain is effectively connected with your conduct of a trade or business in the United States (and, if required by an applicable income tax treaty, is attributable to a permanent establishment or fixed base); or
•you are an individual and have been present in the United States for 183 days or more in the taxable year of such sale or exchange and certain other conditions are met.
Passive Foreign Investment Company Considerations
A non-U.S. corporation will be classified as a “passive foreign investment company”, or a PFIC, for United States federal income tax purposes for any taxable year in which, after applying certain look-through rules, either
•at least 75% of its gross income is “passive income”; or
•at least 50% of the average value of its gross assets is attributable to assets that produce “passive income” or are held for the production of passive income.
Passive income for this purpose includes dividends, interest, royalties, rents, gains from commodities and securities transactions and the excess of gains over losses from the disposition of assets which produce passive income, including amounts derived by reason of the investment of funds raised in offerings of the ADSs. If a non-U.S. corporation owns at least 25% by value of the stock of another corporation, the non-U.S. corporation is treated for purposes of the PFIC tests as owning its proportionate share of the assets of the other corporation and as receiving directly its proportionate share of the other corporation’s income.
Based on the character of our gross income and the average value of our passive assets relative to the gross value of our assets for the taxable year ended December 31, 2023, we do not believe we were a PFIC for 2023. Because PFIC status is determined annually based on our income, assets and activities for the entire taxable year, it is not possible to determine whether we will be characterized as a PFIC for 2024 or any other future year until after the close of that year. While we intend to manage our business so as to avoid PFIC status to the extent consistent with our other business goals, we cannot predict whether our business plans will allow us to avoid PFIC status. In addition, because the market price of the ADSs has fluctuated and is likely to fluctuate in the future and because that market price may affect the determination of whether we are a PFIC, there can be no assurance that we will not be a PFIC for any taxable year.
If we are a PFIC for a given year, and you are a U.S. Holder, then unless you make one of the elections described below, a special tax regime will apply to both (a) any “excess distribution” by us to you for the year (defined as your ratable portion of distributions in the year which are greater than 125% of the average annual distribution received by you in the shorter of the
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three preceding years or your holding period for the ADSs) and (b) any gain realized on the sale or other disposition (including a pledge) of the ADSs. Under this regime, any excess distribution and realized gain will be treated as ordinary income and will be subject to tax as if (i) the excess distribution or gain had been realized ratably over your holding period, (ii) the amount deemed realized in each year had been subject to tax in each year of that holding period at the highest marginal rate for such year (other than income allocated to the current period or any taxable period before we became a PFIC, which would be subject to tax at the U.S. Holder’s regular ordinary income rate for the current year and would not be subject to the interest charge discussed below), and (iii) the interest charge applicable to underpayments of tax had been imposed on the taxes deemed to have been payable in those years. In addition, the tax liability for amounts allocated to years prior to the year of disposition or “excess distribution” cannot be offset by any net operating losses for such years, and dividend distributions made to you will not qualify for the lower rates of taxation applicable to long-term capital gains discussed above under “Distributions with Respect to ADSs.”
Certain elections are available to U.S. Holders of shares that may serve to alleviate some of the adverse tax consequences of PFIC status described above. One such election is a qualified electing fund, or a QEF, election, under which you would be required to include in income on a current basis your pro rata share of our ordinary earnings as ordinary income and your pro rata share of our net capital gains as capital gain. However, we do not expect to provide to U.S. Holders the information needed to report income and gain pursuant to a QEF election, and we make no undertaking to provide such information in the event that we are a PFIC.
Under an alternative tax regime, you may also avoid certain adverse tax consequences relating to PFIC status discussed above by making a mark-to-market election with respect to your ADSs, provided that the ADSs are “marketable.” The ADSs will be marketable if they are regularly traded on certain U.S. stock exchanges, including the NYSE, or on certain non-U.S. stock exchanges. For these purposes, the ADSs will be considered regularly traded during any calendar year during which they are traded, other than in negligible quantities, on at least 15 days during each calendar quarter. U.S. Holders should be aware, however, that if we are determined to be a PFIC, the interest charge regime described above could be applied to indirect distributions or gains deemed to be attributable to U.S. Holders in respect of any of our subsidiaries that also may be determined to be a PFIC, and the mark-to-market election would not be effective for such subsidiaries.
If you choose to make a mark-to-market election, you would recognize as ordinary income or loss each year in which we are a PFIC an amount equal to the difference as of the close of the taxable year between the fair market value of your ADSs and your adjusted tax basis in your ADSs. Losses would be allowed only to the extent of net mark-to-market gain previously included by you under the election for prior taxable years. If the mark-to-market election were made, then the PFIC rules described above relating to excess distributions and realized gains would not apply for periods covered by the election. If you do not make a mark-to-market election for the first taxable year in which we are a PFIC during your holding period of the ADSs, you would be subject to interest charges with respect to the inclusion of ordinary income attributable to each taxable year in which we were a PFIC during your holding period before the effective date of such election.
A U.S. Holder who is a direct or “indirect” holder of stock of a PFIC must file United States Internal Revenue Service Form 8621 in respect of such PFIC for a taxable year in the circumstances described in the United States Treasury Regulations. If we are a PFIC for a given taxable year, you are encouraged to consult your tax advisor concerning the availability and consequences of making any of the elections mentioned above, as well as concerning your annual filing requirements.
Medicare Tax
A United States person that is an individual or estate, or a trust that does not fall into a special class of trusts that is exempt from such tax, is subject to a 3.8% tax on net investment income in excess of certain amounts. In the case of an individual, the tax is imposed on the lesser of (1) the United States person’s “net investment income” for the relevant taxable year and (2) the excess of the United States person’s modified adjusted gross income for the taxable year over $250,000 (in the case of a taxpayer filing a joint return or a surviving spouse), $125,000 (in the case of a married taxpayer filing a separate return) or $200,000 (in any other case). In the case of an estate or trust, the tax is imposed on the lesser of (1) the entity’s “undistributed net investment income” for the taxable year and (2) the excess (if any) of the entity’s “adjusted gross income” over the dollar amount at which the highest tax bracket begins for such entity. A holder’s net investment income will include its gross dividend income and its net gains from the disposition of ADSs unless such dividends or net gains are derived in the ordinary course of the conduct of a trade or business (other than a trade or business that consists of certain passive or trading activities). If you are a United States person that is an individual, estate or trust, you are encouraged to consult your tax advisors regarding the applicability of the Medicare tax to your income and gains in respect of your investment in the ADSs.
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Information with Respect to Foreign Financial Assets
Individuals who own “specified foreign financial assets” with an aggregate value in excess of $50,000 are required to file an information report with respect to such assets with their tax returns. “Specified foreign financial assets” include any financial accounts maintained by foreign financial institutions, as well as any of the following, but only if they are not held in accounts maintained by financial institutions: (i) stocks and securities, including ADSs. issued by non-U.S. persons, (ii) financial instruments and contracts held for investment that have non-U.S. issuers or counterparties and (iii) interests in foreign entities. U.S. holders that are individuals are encouraged to consult their tax advisors regarding the application of this reporting requirement as it relates to their ownership of ADSs.
Backup Withholding Tax and Information Reporting Requirements
United States backup withholding tax and information reporting requirements apply to certain payments to certain non-corporate holders of stock. Information reporting will apply to payments of dividends on, and to proceeds from the sale or redemption of, the ADSs made within the United States, or by a United States payor or United States middleman, to a holder of the ADSs, other than an exempt recipient, including a corporation, a payee that is not a United States person that provides an appropriate certification and certain other persons. A payor will be required to withhold backup withholding tax from any payments of dividends on, or the proceeds from the sale or redemption of, ADSs within the United States, or by a United States payor or United States middleman, to a holder, other than an exempt recipient, if such holder fails to furnish its correct taxpayer identification number or otherwise fails to comply with, or establish an exemption from, such backup withholding tax requirements. Any amounts withheld under the backup withholding rules will be allowed as a refund or credit against the beneficial owner’s United States federal income tax liability, if any, provided that the required information is timely furnished to the IRS.
French Material Tax Consequences
The following is a description of the material French tax consequences of the acquisition, ownership and disposition of the ADSs by a U.S. Holder. This description is based on applicable tax laws, regulations and judicial decisions as of the date of this annual report, and, where applicable, the Convention between the United States of America and the French Republic for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Income and Capital, dated August 31, 1994, as amended from time to time (the “U.S. Treaty”).
This description is based in part upon the representation of the custodian and the assumption that each obligation in the Depositary Agreement with the depositary relating to your ADRs and any related agreement will be performed in accordance with their terms.
The following is a description of the principal tax effect on U.S. Holders for the purposes of French tax if, all of the following points apply:
•the U.S. Holder owns, directly, indirectly or constructively, less than 10% of the Company capital and dividend rights;
•the U.S. Holder is entitled to the benefits of the U.S. Treaty (including under the “limitation on benefits” article of the U.S. Treaty);
•the U.S. Holder does not hold the ADSs through a permanent establishment or a fixed base in France;
•the U.S. Holder is not multi-resident and is considered as a U.S. resident under the U.S. Treaty;
•the U.S. Holder does not hold the ADSs through a non-U.S. based pass-through entity; and
•the U.S. Holder does not receive dividend, capital gains or other payments on the ADSs on an account located in a Non-cooperative State as defined in Article 238-0 A of the French General Tax Code and as mentioned in a list published by the French tax authorities as amended from time to time (punitive tax measures targeting Non-cooperative States apply as from the beginning of the third month following the inclusion of a jurisdiction on the list).
A U.S. Holder to whom all the above requirements apply will be hereafter defined as a Qualifying U.S. Holder.
This description is relevant only to holders of ADSs who are Qualifying U.S. Holders.
For purposes of the U.S. Treaty Qualifying U.S. Holders of ADSs will be treated as the owners of Company’s ordinary shares represented by such ADSs.
Special rules apply to U.S. expatriates, trusts, insurance companies, pass-through entities and investors in such entities, tax-exempt organizations, financial institutions, persons subject to the alternative minimum tax and securities broker-dealers, among others. Those special rules are not discussed in this annual report and the below rules may not apply.
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Holders of Company ADSs are encouraged to consult their own tax advisors as to the particular tax consequences to them of owning the ADSs, including their eligibility for benefits under the U.S. Treaty, the application and effect of state, local, foreign and other tax laws and possible changes in tax laws or in their interpretation.
Taxation of Dividends
Dividends paid by a French company to corporate non-French holders are subject to a withholding tax at a rate equal to the standard corporate income tax rate (i.e., 25% since 2022). Such withholding tax rates can be increased to 75% if the dividend is paid towards Non-cooperative States or territories (as mentioned above) irrespective of the tax residence of the beneficiary of the dividends. Such withholding tax rates may, however, be reduced or eliminated by application of a tax treaty with France.
Dividends paid by a French company to individual non-French holders are generally subject to a 12.8% withholding tax. Such withholding tax rate can be increased to 75% if the dividend is paid towards Non-cooperative States or territories (as mentioned above) irrespective of the tax residence of the beneficiary of the dividends. Such withholding tax rate may, however, be reduced or eliminated by application of a tax treaty with France.
Taxation of Capital Gains
A Qualifying U.S. Holder will not be subject to any French income or withholding tax on any capital gain realized upon the sale or exchange of ADSs of the Company.
Estate and Gift Taxes
Under the Convention between the United States of America and the French Republic for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Estates, Inheritance and Gifts, dated November 24, 1978 (as amended from time to time), if a U.S. Holder transfers his or her shares by gift or by reason of the U.S. Holder’s death, that transfer will not be subject to French gift or inheritance tax unless the U.S. Holder is domiciled in France at the time of making the gift or at the time of his or her death or if the shares are held for use in the conduct of a business or profession through a permanent establishment or a fixed base in France.
Wealth Tax
As of January 1, 2018, the French wealth tax namely the Impôt de Solidarité sur la Fortune (“ISF”) is replaced by the Impôt sur la Fortune Immobilière (“IFI”). The IFI generally applies to real estate assets to the extent that their net value exceeds €1,300,000. Therefore, all other movable assets (tangible assets, shares, life insurance, cash, etc.) are excluded from the tax base, unless their underlying assets (direct or indirect) consist of real estate assets or rights. However, a general exclusion applies to real estate assets owned by companies pursuing a commercial, industrial, craft, agricultural or liberal activity when the taxpayer (together with the members of its tax household) holds directly or indirectly less than 10% of the share capital or the voting rights of the company. As a result, Qualifying U.S. Holders will not be subject to French IFI in respect of their shareholding in the Company.
| F. | Dividends and Paying Agents | ||||
Not applicable.
| G. | Statement by Experts | ||||
Not applicable.
| H. | Documents on Display | ||||
We are currently subject to the informational requirements of the Exchange Act applicable to foreign private issuers and fulfill the obligations of these requirements by filing reports with the Securities and Exchange Commission. As a foreign private issuer, we are exempt from the rules under the Exchange Act relating to the furnishing and content of proxy statements, and our officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we are not required under the Exchange Act to file periodic reports and financial statements with the Securities and Exchange Commission as frequently or as promptly as United States companies whose securities are registered under the Exchange Act. However, we intend to file with the Securities and Exchange Commission, within 120 days after the end of each subsequent fiscal year, an annual report on Form 20-F containing financial
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statements which will be examined and reported on, with an opinion expressed, by an independent public accounting firm. We also intend to file with the Securities and Exchange Commission reports on Form 6-K containing unaudited financial information for the first three quarters of each fiscal year, within 60 days after the end of each quarter.
As a foreign private issuer, our officers and directors are not required to report insider transactions on Form 3s and Form 4s under Section 16 of the Securities Exchange Act of 1934.
The Securities and Exchange Commission maintains an Internet site that contains reports and other information regarding issuers that file electronically with the Securities and Exchange Commission. Our filings with the Securities and Exchange Commission are available to the public through this web site at http://www.sec.gov.
| I. | Subsidiary Information | ||||
Not applicable.
Item 11. Quantitative and Qualitative Disclosures About Market Risk
Interest Rate Risk
We had cash and cash equivalents and short-term investments totaling $4.8 million, $10.7 million and $5.7 million, at December 31, 2021, 2022 and 2023, respectively. Our cash and cash equivalents consist of cash in commercial bank accounts and investments in money market funds. Short-term investments are investments in deposits or money market funds with terms greater than 90 days but less than one year. The primary objectives of our investment activities are to preserve principal and provide liquidity without significantly increasing risk. Our cash and cash equivalents are held for working capital purposes. We do not enter into investments for trading or speculative purposes.
Our exposure to interest rate risk primarily relates to the interest income generated by excess cash invested in money market funds. Due to the short-term and highly liquid nature of our portfolio, a movement in interest rates of 100 basis points during 2023 would not have a material effect on interest income.
Foreign Currency Risk
We use the U.S. dollar as the functional currency of Sequans Communications S.A. Substantially all of our sales are denominated in U.S. dollars. Therefore, we have very limited foreign currency risk associated with our revenue. The payment terms of our significant supply chain vendors are also denominated in U.S. dollars. We incur operating expenses and hold assets and liabilities denominated in currencies other than the U.S. dollar, principally the euro. In addition, we have limited exposure to the British pound sterling, the New Israeli shekel, the Taiwan dollar, the Chinese yuan and the Japanese yen. As a result, our results of operations and cash flows are subject to fluctuations due to changes in foreign currency exchange rates, primarily the U.S. dollar to euro exchange rate. As we grow our operations, our exposure to foreign currency risk could become more significant. If there had been a 10% increase or decrease in the exchange rate of the U.S. dollar to the euro, based on the weighted average rate of exchange in our financial statements for the year ending December 31, 2023, we estimate the impact, in absolute terms, on operating expenses and on financial liabilities for 2023, would have been $4.2 million.
From time to time, we have entered into foreign currency hedging contracts primarily to reduce the impact of variations in the U.S. dollar to euro exchange rate on our operating expenses denominated in euros. Currently, we do not expect to enter into foreign currency exchange contracts for trading or speculative purposes.
Item 12. Description of Securities Other than Equity Securities
| A. | Debt Securities | ||||
Not applicable.
B. | Warrants and Rights | ||||
Not applicable.
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| C. | Other Securities | ||||
Not applicable.
| D. | American Depositary Shares | ||||
The Bank of New York Mellon, as depositary, registers and delivers our ADSs. Each ADS represents four ordinary shares (or a right to receive four ordinary shares) deposited with the principal Paris office of Société Générale or any successor, as custodian for the depositary. Each ADS will also represent any other securities, cash or other property which may be held by the depositary in respect of the depositary facility. A copy of our Amended and Restated Deposit Agreement among us, the depositary, owners and holders of ADSs was filed with the SEC as an exhibit to our Form 6-K filed November 16, 2020.
Fees and Expenses
Pursuant to the terms of the deposit agreement, we will be paying all fees and expenses relating to the ADSs on behalf of the holders. However, in the future that arrangement may be changed, at our option, such that the holders will be required to pay the following fees:
| Persons depositing or withdrawing ordinary shares or ADS holders must pay: | For: | |||||||
| $5.00 (or less) per 100 ADSs (or portion of 100 ADSs) | • Issue of ADSs, including issues resulting from a distribution of ordinary shares or rights or other property • Cancellation of ADSs for the purpose of withdrawal, including if the deposit agreement terminates | |||||||
| $0.05 (or less) per ADS | • Any cash distribution to ADS holders | |||||||
| A fee equivalent to the fee that would be payable if securities distributed to you had been ordinary shares and the shares had been deposited for issue of ADSs | • Distribution of securities distributed to holders of deposited securities which are distributed by the depositary to ADS holders | |||||||
| $0.05 (or less) per ADSs per calendar year | • Depositary services | |||||||
| Registration or transfer fees | • Transfer and registration of ordinary shares on our share register to or from the name of the depositary or its agent when you deposit or withdraw shares | |||||||
| Expenses of the depositary | • Cable, telex and facsimile transmissions (when expressly provided in the deposit agreement) • converting foreign currency to U.S. dollars | |||||||
| Taxes and other governmental charges the depositary or the custodian have to pay on any ADS or share underlying an ADS, for example, stock transfer taxes, stamp duty or withholding taxes | • As necessary | |||||||
| Any charges incurred by the depositary or its agents for servicing the deposited securities | • As necessary | |||||||
The depositary collects its fees for delivery and surrender of ADSs directly from investors depositing ordinary shares or surrendering ADSs for the purpose of withdrawal or from intermediaries acting for them. The depositary collects fees for making distributions to investors by deducting those fees from the amounts distributed or by selling a portion of distributable
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property to pay the fees. The depositary may collect its annual fee for depositary services by deduction from cash distributions or by directly billing investors or by charging the book-entry system accounts of participants acting for them. The depositary may generally refuse to provide for-fee services until its fees for those services are paid.
Holders of ADS are responsible for any taxes or other governmental charges payable on the holders’ ADSs or on the deposited securities represented by any of ADSs. The depositary may refuse to register any transfer of the holders’ ADSs or allow the holder to withdraw the deposited securities represented by the holders’ ADSs until such taxes or other charges are paid. It may apply payments owed to the holder or sell deposited securities represented by the holders’ ADSs to pay any taxes owed and you will remain liable for any deficiency. If the depositary sells deposited securities, it will, if appropriate, reduce the number of ADSs to reflect the sale and pay to ADS holders any proceeds, or send to ADS holders any property, remaining after it has paid the taxes.
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PART II
Item 13. Defaults, Dividend Arrearages and Delinquencies
None.
Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds
Not applicable.
Item 15. Controls and Procedures
Disclosure Controls and Procedures
Our chief executive officer and chief financial officer, after evaluating the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) as of December 31, 2023, have concluded that, as of such date, our disclosure controls and procedures were effective and ensured that information required to be disclosed by us in reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our chief executive officer and chief financial officer, to allow timely decisions regarding required disclosure and is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms.
Management Annual Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over our financial reporting.
Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers and effected by the Company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS and includes those policies and procedures that:
•Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;
•Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and
•Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use of disposition of the Company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Our management assessed the effectiveness of our internal control over financial reporting, as of December 31, 2023. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013 Framework).
Based on our assessment, management believes that as of December 31, 2023 our internal control over financial reporting is effective based on these criteria.
The effectiveness of the Company’s internal control over financial reporting has been audited by Ernst & Young Audit, independent registered public accounting firm, as stated in their report on the Company’s internal control over financial reporting as of December 31, 2023, which is included herein.
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Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of Sequans Communications S.A.:
Opinion on Internal Control Over Financial Reporting
We have audited Sequans Communications S.A.’s internal control over financial reporting as of December 31, 2023, 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, Sequans Communications S.A. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, 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 statements of financial position of the Company as of December 31, 2021, 2022 and 2023, the related consolidated statements of operations, comprehensive income (loss), changes in equity (deficit) and cash flows for each of the three years in the period ended December 31, 2023, and the related notes and our report dated May 15, 2024 expressed an unqualified opinion thereon that included an explanatory paragraph regarding the Company’s ability to continue as a going concern.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management Annual Report on Internal Control Over Financial Reporting.
Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Ernst & Young Audit
Paris-La Défense, France
May 15, 2024
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Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during the period covered by this annual report that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.
Item 16A. Audit Committee Financial Expert
Our Board has determined that Mr. de Pesquidoux is an audit committee financial expert as defined by the Securities and Exchange Commission rules and has the requisite financial sophistication under the applicable rules and regulations of the New York Stock Exchange. Mr. de Pesquidoux is independent as such term is defined in Rule 10A-3(b)(1) under the Exchange Act and under the listing standards of the New York Stock Exchange.
Item 16B. Code of Ethics
We have adopted a Code of Ethics that applies to the Company’s chief executive officer, chief financial officer and other senior financial officers, including the Company’s principal accounting officer. We have posted this code on our corporate website at https://www.sequans.com/company/investor-relations/corporate-governance/.
Item 16C. Principal Accountant Fees and Services
Ernst & Young Audit has served as our independent registered public accounting firm for 2022 and 2023. Our accountants billed the following fees to us for professional services in each of those fiscal years:
| 2022 | 2023 | |||||||||||||
| (euros in thousands) | ||||||||||||||
| Audit Fees | € | 582 | € | 555 | ||||||||||
| Audit-Related Fees | — | — | ||||||||||||
| Tax Fees | — | — | ||||||||||||
| All Other Fees | — | — | ||||||||||||
| Total | € | 582 | € | 555 | ||||||||||
“Audit Fees” are the aggregate fees billed for the audit of our annual financial statements. This category also includes services that generally the independent accountant provides, such as consents, provision of comfort letters, and assistance with and review of documents filed with the SEC. “Audit-Related Fees” are the aggregate fees billed for assurance and related services that are reasonably related to the performance of the audit and are not reported under Audit Fees. These fees include mainly accounting consultations regarding the accounting treatment of matters that occur in the regular course of business, implications of new accounting pronouncements and other accounting issues that occur from time to time. There were no “Tax Fees” or “Other Fees” billed or paid during 2022 or 2023.
Our audit committee has adopted a pre-approval policy for the engagement of our independent accountant to perform certain audit and non-audit services. Pursuant to this policy, which is designed to assure that such engagements do not impair the independence of our auditors, the audit committee pre-approves annually a catalog of specific audit and non-audit services in the categories of audit service, audit-related service and tax services that may be performed by our independent accountants.
Item 16D. Exemptions from the Listing Standards for Audit Committees
Not applicable.
Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers
Not applicable.
Item 16F. Change in Registrant’s Certifying Accountant
Not applicable.
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Item 16G. Corporate Governance
As a foreign private issuer listed on the NYSE, we are subject to NYSE corporate governance listing standards. However, NYSE rules permit a foreign private issuer like us to follow the corporate governance practices of its home country. Currently, we rely on the NYSE Listed Company Manual with respect to our corporate governance to the extent possible under French law. The following are the significant ways in which our corporate governance practices differ from those required for U.S. companies listed on the NYSE.
•Audit Committee—Our audit committee is responsible for organizing for selecting our statutory auditors and making a recommendation to our board of directors regarding their chose and terms of compensation. As required by French law, the actual appointment of the statutory auditors is made by our shareholders at a general meeting of the shareholders. According to the Audit Committee Charter, our audit committee has the authority to engage advisors and determine appropriate funding for payment of compensation to an independent auditor or other advisors necessary or appropriate to aid the committee in carrying out its responsibilities.
•Executive Sessions/Communications with Independent Directors—French law does not require (and we do not currently provide) for our independent directors to meet regularly without management, nor does it require the independent directors to meet alone in executive session at least once a year. However, if our independent directors decide to do so, they may do so. In addition, French law does not require (and we do not currently provide) a method for interested parties to communication with our independent directors.
•Equity Compensation Plans—Under French law, we must obtain shareholder approval at a general meeting of the shareholders in order to adopt an equity compensation plan. Generally, the shareholders then delegate to our board of directors the authority to decide on the specific terms of the granting of equity compensation, within the limits of the shareholders’ authorization.
•Corporate Governance Guidelines—We have adopted a Board Internal Charter as required by French law that sets forth certain corporate governance practices of our board under French law. This Board Internal Charter does not cover all items required by the NYSE Listed Company Manual for U.S. companies listed on the NYSE.
Item 16H. Mine Safety Disclosure
Not applicable.
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
Item 16J. Insider Trading Policy
The Company has adopted an insider trading policy governing the purchase, sale, and other dispositions of our securities by directors, officers, employees and other persons in a special relationship with the Company. A copy of our insider trading policy is included as an exhibit to this Annual Report.
Item 16K. Cybersecurity
Cybersecurity Risk Management and Strategy
We recognize the importance of assessing, identifying, and managing material risks associated with cybersecurity threats, as such term is defined in Form 20-F, Part II, Item 16K(a). These risks include, among other things, operational risks; intellectual property theft; fraud; extortion; harm to employees or customers; violation of privacy or security laws and other litigation and legal risk; and reputational risks.
We also maintain an incident response plan to coordinate the activities we take to protect against, detect, respond to and remediate cybersecurity incidents, as such term is defined in Form 20-F, Part II, Item 16K(a), as well as to comply with potentially applicable legal obligations and mitigate brand and reputational damage.
We have implemented several cybersecurity processes, technologies, and controls to aid in our efforts to identify, assess, and manage material risks, as well as to test and improve our incident response plan. Our approach includes, among other things:
• conducting regular network and endpoint monitoring designed to identify threat risks on our information systems, as such term is defined in Form 20-F, Part II, Item 16K(a);
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• performing RBAC (role based access control) to groups of employees by isolating assets of each group, applying minimal rights for each group and ensuring that assets are not accessible from public network but only via a VPN;
• using basic open source software to detect intrusions;
• implementing disaster recovery procedures and multiple site redundancy;
• introduction in 2023 of new tools, applications, policies and cyber procedures based on a transition to Microsoft 365 efor mails, files sharing and communication of essential assets and to Teams with Microsoft 365 Standard Security providing a baseline protection profile that protects against spam, phishing, and malware threats; and
• general policy and practice requiring employees, as well as third-parties who provide services on our behalf, to treat customer information and data with care.
These approaches vary in maturity across the business and we work to continually improve them.
Our process for identifying and assessing material risks from cybersecurity threats operates alongside our broader overall risk assessment process, covering all company risks. As part of this process appropriate disclosure personnel will collaborate with subject matter specialists, as necessary, to gather insights for identifying and assessing material cybersecurity threat risks, their severity, and potential mitigations.
As part of the above approach and processes, we regularly engage with auditors to help identify areas for continued focus, improvement and/or compliance.
In our risk factors, we describe whether and how risks from identified cybersecurity threats, including as a result of any previous cybersecurity incidents, have materially affected or are reasonably likely to materially affect us, including our business strategy, results of operations, or financial condition. See our risk factor disclosures at Item 3D of this Annual Report on Form 20-F.
In the last three fiscal years, we have not experienced any material cybersecurity incidents and the expenses we have incurred from cybersecurity incidents were immaterial. This includes penalties and settlements of which there were none.
Cybersecurity Governance
Cybersecurity is an important part of our risk management processes and an area of increasing focus for the Company's board of directors (the “Board”) and management.
As part of our entire Board’s operational risk management responsibilities, the Board provides oversight of risks from cybersecurity threats. The Audit Committee has been designated with the responsibility to regularly review the Company’s processes and procedures around managing cybersecurity threat risks and cybersecurity incidents. At least semi-annually, the Audit Committee receives an overview from management of our cybersecurity threat risk management and strategy processes covering topics such as data security posture, results from third-party assessments, progress towards pre-determined risk-mitigation-related goals, our incident response plan, and cybersecurity threat risks or incidents and developments, as well as the steps management has taken to respond to such risks.
Our cybersecurity risk management and strategy processes, which are discussed in greater detail above, are led by our Director of Information Systems (DIS), who has over 34 years of work experience in various roles in computer science and enterprise/solution/software architecture.
Throughout his career, our DIS has served in pivotal roles in our and other companies, including as Chief Information Officer, overseeing strategic initiatives and driving technological advancements. Notably, he led the implementation of security solutions for a public university with over 75,000 students and 3,000 teachers, ensuring robust protection of sensitive data. His expertise spans enterprise and systems architecture, software engineering, database management, and end-user computing, aligning closely with the multifaceted demands of modern cybersecurity. He has navigated complex regulatory landscapes, ensuring compliance with industry standards and regulatory requirements. His academic background as a lecturer, reinforced by practical experience, includes a Bachelor of Science and Master of Science degrees in Engineering from the French École Nationale Supérieure d'Electrotechnique, d'Electronique, d'Informatique, d'Hydraulique et des Télécommunications (ENSEEIHT), providing a strong foundation for addressing the evolving challenges of information security and cybersecurity strategy.
These members of management are informed about and monitor the prevention, mitigation, detection, and remediation of cybersecurity incidents through their management of, and participation in, the cybersecurity risk management and strategy processes described above.
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PART III
Item 17. Financial Statements
See pages F-1 through F-60 of this annual report.
Item 18. Financial Statements
Not applicable.
Item 19. Exhibits
Exhibit Number | Description of Exhibit | ||||
By-laws (statuts) of Sequans Communications S.A. effective March 5, 2024 (English translation) | |||||
| Deposit Agreement among Sequans Communications S.A., The Bank of New York Mellon and owners and holders of American Depositary Shares (incorporated by reference to Exhibit 4.1 to Sequans Communications S.A.’s Report on Form 6-K filed with the SEC on November 16, 2020) | |||||
| Form of American Depositary Receipt (included in Exhibit 2.2) | |||||
| Description of Rights of Each Class of Securities Registered under Section 12 of the Securities Exchange Act of 1934 1934 (incorporated by reference to Exhibit 2.4 to Sequans Communications S.A.’s Annual Report on Form 20-F filed with the SEC on March 31, 2022) | |||||
| Amendment to amended and restated Deposit Agreement among Sequans Communications S.A., The Bank of New York Mellon and owners and holders of American Depositary Shares (incorporated by reference to Exhibit B to the Form F-6 filed by Sequans Communications S.A. with the SEC on September 11, 2023). | |||||
| Stock Option Subscription Plan—2013-1 (incorporated by reference to Exhibit 4.1(c) to Sequans Communications S.A.’s Annual Report on Form 20-F for the fiscal year ended December 31, 2013, filed with the SEC on March 31, 2014) | |||||
| Stock Option Subscription Plan—2014-1 (incorporated by reference to Exhibit 4.1(d) to Sequans Communications S.A.’s Annual Report on Form 20-F for the fiscal year ended December 31, 2014, filed with the SEC on April 21, 2015) | |||||
| Stock Option Subscription Plan—2015-1 (incorporated by reference to Exhibit 4.1(e) to Sequans Communications S.A.’s Annual Report on Form 20-F for the fiscal year ended December 31, 2015, filed with the SEC on April 29, 2016) | |||||
| Stock Option Subscription Plan—2016-1 (incorporated by reference to Exhibit 99.1 to Registration No. 333-214444, filed with the SEC on November 4, 2016) | |||||
4.1(e) | Stock Option Subscription Plan—2017-1 (incorporated by reference to Exhibit 99.1 to Registration No. 333-219430, filed with the SEC on July 24, 2017) | ||||
| Stock Option Subscription Plan—2018 (incorporated by reference to Exhibit 99.1 to Registration No. 333-226458, filed with the SEC on July 31, 2018) | |||||
| Stock Option Subscription Plan 2019 (incorporated by reference to Exhibit 99.1 to Sequans Communications S.A.’s Registration Statement on Form S-8, File Number 333-233473, filed with the SEC on August 27, 2019) | |||||
| Stock Option Subscription Plan 2020 (incorporated by reference to Exhibit 99.1 to Sequans Communications S.A.’s Registration Statement on Form S-8, File Number 333-239968, filed with the SEC on July 21, 2020 | |||||
| Stock Option Subscription Plan 2021 (incorporated by reference to Exhibit 99.1 to Sequans Communications S.A.’s Registration Statement on Form S-8, File Number 333-259914, filed with the SEC on September 30, 2021 | |||||
| Stock Option Subscription Plan 2022 (incorporated by reference to Exhibit 99.1 to Sequans Communications S.A.’s Registration Statement on Form S-8, File Number 333-266481, filed with the SEC on August 3, 2022 | |||||
| BSA 2013-1 (Warrants) Issuance Agreement (incorporated by reference to Exhibit 4.2(c) to Sequans Communications S.A.’s Annual Report on Form 20-F for the fiscal year ended December 31, 2013, filed with the SEC on March 31, 2014) | |||||
| BSA Subscription Plan—2014-1 (incorporated by reference to Exhibit 4.2(d) to Sequans Communications S.A.’s Annual Report on Form 20-F for the fiscal year ended December 31, 2014, filed with the SEC on April 21, 2015) | |||||
| BSA (Warrants) Issuance Agreement, dated June 26, 2014 (incorporated by reference to Exhibit 4.12 to Sequans Communications S.A.’s Annual Report on Form 20-F for the fiscal year ended December 31, 2014, filed with the SEC on April 21, 2015) | |||||
| BSA (Warrants) Issuance Agreement, dated June 29, 2015 (incorporated by reference to Exhibit 4.17 to Sequans Communications S.A.'s Annual Report on Form 20-F for the fiscal year ended December 31, 2015, filed with the SEC on April 29, 2016) | |||||
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Exhibit Number | Description of Exhibit | ||||
| BSA (Warrants) Subscription Plan 2016-1 (incorporated by reference to Exhibit 99.3 to Registration No. 333-214444, filed with the SEC on November 4, 2016) | |||||
| BSA (Warrants) Subscription Plan 2016-2 (incorporated by reference to Exhibit 99.4 to Registration No. 333-214444, filed with the SEC on November 4, 2016) | |||||
| BSA (Warrants) Issuance Agreement, dated June 28, 2016 (incorporated by reference to Exhibit 99.5 to Registration No. 333-214444, filed with the SEC on November 4, 2016) | |||||
| BSA (Warrants) Subscription Plan 2017-1 (incorporated by reference to Exhibit 99.5 to Registration No. 333-219430) | |||||
| BSA (Warrants) Subscription Plan 2017-2 (incorporated by reference to Exhibit 99.6 to Registration No. 333-219430, filed with the SEC on July 24, 2017) | |||||
| BSA (Warrants) Issuance Agreement, dated June 30, 2017 (incorporated by reference to Exhibit 99.5 to Registration No. 333-219430, filed with the SEC on July 24, 2017) | |||||
BSA 2018-1 (Warrants) Issuance Agreement (incorporated by reference to Exhibit 99.4 to Registration No. 333-226458, filed with the SEC on July 31, 2018) | |||||
BSA 2018-2 (Warrants) Issuance Agreement (incorporated by reference to Exhibit 99.5 to Registration No. 333-226458, filed with the SEC on July 31, 2018) | |||||
BSA (Warrants) Issuance Agreement, dated June 29, 2018 (incorporated by reference to Exhibit 99.6 to Registration No. 333-226458, filed with the SEC on July 31, 2018) | |||||
| BSA 2019-1 (Warrants) Issuance Agreement (incorporated by reference to Exhibit 99.4 to Sequans Communications S.A.’s Registration Statement on Form S-8, File Number 333-233473, filed with the SEC on August 27, 2019) | |||||
| BSA 2019-2 (Warrants) Issuance Agreement (incorporated by reference to Exhibit 99.5 to Sequans Communications S.A.’s Registration Statement on Form S-8, File Number 333-233473, filed with the SEC on August 27, 2019) | |||||
| BSA (Warrants) Issuance Agreement, dated July 1, 2019 (incorporated by reference to Exhibit 99.6 to Sequans Communications S.A.’s Registration Statement on Form S-8, File Number 333-233473, filed with the SEC on August 27, 2019) | |||||
| BSA 2020-1 (Warrants) Issuance Agreement (incorporated by reference to Exhibit 99.4 to Sequans Communications S.A.’s Registration Statement on Form S-8, File Number 333-239968, filed with the SEC on July 21, 2020) | |||||
| BSA 2020-2 (Warrants) Issuance Agreement (incorporated by reference to Exhibit 99.5 to Sequans Communications S.A.’s Registration Statement on Form S-8, File Number 333-239968, filed with the SEC on July 21, 2020) | |||||
| BSA (Warrants) Issuance Agreement, dated June 29, 2020 (incorporated by reference to Exhibit 99.6 to Sequans Communications S.A.’s Registration Statement on Form S-8, File Number 333-239968, filed with the SEC on July 21, 2020) | |||||
| Partner Warrants 2021-1 Issuance Agreement 2021 (incorporated by reference to Exhibit 99.4 to Sequans Communications S.A.’s Registration Statement on Form S-8, File Number 333-259914, filed with the SEC on September 30, 2021 | |||||
| Partner Warrants 2021-2 Issuance Agreement 2021 (incorporated by reference to Exhibit 99.5 to Sequans Communications S.A.’s Registration Statement on Form S-8, File Number 333-259914, filed with the SEC on September 30, 2021 | |||||
| Director Warrants Issuance Agreement, Dated June 25, 2021 (incorporated by reference to Exhibit 99.6 to Sequans Communications S.A.’s Registration Statement on Form S-8, File Number 333-259914, filed with the SEC on September 30, 2021 | |||||
| Partner Warrants 2022-1 Issuance Agreement 2021 (incorporated by reference to Exhibit 99.4 to Sequans Communications S.A.’s Registration Statement on Form S-8, File Number 333-266481, filed with the SEC on August 3, 2022) | |||||
| Partner Warrants 2021-2 Issuance Agreement 2021 (incorporated by reference to Exhibit 99.5 to Sequans Communications S.A.’s Registration Statement on Form S-8, File Number 333-266481, filed with the SEC on August 3, 20222 | |||||
| Director Warrants Issuance Agreement, Dated June 24, 2022 (incorporated by reference to Exhibit 99.6 to Sequans Communications S.A.’s Registration Statement on Form S-8, File Number 333-266481, filed with the SEC on August 3, 2022) | |||||
| Director Warrants Issuance Agreement, Dated June 27, 2023 | |||||
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Exhibit Number | Description of Exhibit | ||||
| Partner Warrants 2023-1 Issuance Agreement 2023 | |||||
| Restricted Share Award Plan 2019-1 (incorporated by reference to Exhibit 99.2 to Sequans Communications S.A.’s Registration Statement on Form S-8, File Number 333-233473, filed with the SEC on August 27, 2019) | |||||
| Restricted Share Award Plan 2019-2 (incorporated by reference to Exhibit 99.3 to Sequans Communications S.A.’s Registration Statement on Form S-8, File Number 333-233473, filed with the SEC on August 27, 2019) | |||||
| Restricted Share Award Plan 2020-1 (incorporated by reference to Exhibit 99.2 to Sequans Communications S.A.’s Registration Statement on Form S-8, File Number 333-239968, filed with the SEC on July 21, 2020 | |||||
| Restricted Share Award Plan 2020-2 (incorporated by reference to Exhibit 99.3 to Sequans Communications S.A.’s Registration Statement on Form S-8, File Number 333-239968, filed with the SEC on July 21, 2020 | |||||
| Restricted Share Award Plan 2021-1 (incorporated by reference to Exhibit 99.2 to Sequans Communications S.A.’s Registration Statement on Form S-8, File Number 333-259914, filed with the SEC on September 30, 2021 | |||||
| Restricted Share Award Plan 2021-2 (incorporated by reference to Exhibit 99.3 to Sequans Communications S.A.’s Registration Statement on Form S-8, File Number 333-259914, filed with the SEC on September 30, 2021 | |||||
| Restricted Share Award Plan 2022-1 (incorporated by reference to Exhibit 99.2 to Sequans Communications S.A.’s Registration Statement on Form S-8, File Number 333-266481, filed with the SEC on August 3, 2022) | |||||
| Restricted Share Award Plan 2022-2 (incorporated by reference to Exhibit 99.3 to Sequans Communications S.A.’s Registration Statement on Form S-8, File Number 333-266481, filed with the SEC on August 3, 2022) | |||||
| Restricted Share Award Plan 2023-1 | |||||
| Loan Agreement by and between Bpifrance Financement and Sequans Communications S.A., dated September 14, 2015 (English translation) (incorporated by reference to Exhibit 4.15 to Sequans Communications S.A.'s Annual Report on Form 20-F for the fiscal year ended December 31, 2015, filed with the SEC on April 29, 2016) | |||||
| Interest-Free Innovation Loan Agreement by and between Bpifrance Financement and Sequans Communications S.A., dated August 17, 2015 (English translation) (incorporated by reference to Exhibit 4.16 to Sequans Communications S.A.'s Annual Report on Form 20-F for the fiscal year ended December 31, 2015, filed with the SEC on April 29, 2016) | |||||
COVID-19 economic support loan agreement by and between Bpifrance Financement and Sequans Communications S.A. dated April 30, 2020 (English translation) (incorporated by reference to Exhibit 4.4(c) to Sequans Communications S.A.’s Annual Report on Form 20-F for the fiscal year ended December 31, 2020, filed with the SEC on April 1, 2021 | |||||
| Warrant Agreement by and between Sequans Communications S.A. and Nokomis Capital Master Fund, LP, dated September 27, 2018 (incorporated by reference to Exhibit 4.4 to Sequans Communications S.A.’s Report on Form 6-K filed with the SEC on October 30, 2018) | |||||
| Convertible Note Agreement by and between Sequans Communications S.A. and Nokomis Capital Master Fund, LP, dated August 16, 2019 (incorporated by reference to Exhibit 4.1 to Sequans Communications S.A.’s Report on Form 6-K filed with the SEC on August 21, 2019) | |||||
| Convertible Promissory Note issued by Sequans Communications S.A. to Nokomis Capital Master Fund, LP on August 16, 2019 (incorporated by reference to Exhibit 4.2 to Sequans Communications S.A.’s Report on Form 6-K filed with the SEC on August 21, 2019) | |||||
| Amendment No 1 to the Convertible Note Agreement dated August 16, 2019 by and between Sequans Communications S.A. and Nokomis Capital Master Fund, LP dated March 20, 2020 (incorporated by reference to Exhibit 4.5 to Sequans Communications S.A.'s Annual Report on Form 20-F for the fiscal year ended December 31, 2019, filed withe the SEC on March 30, 2020) | |||||
| Amendment No 1 to the Warrant Agreement dated September 27, 2018 by and between Sequans Communications S.A. and Nokomis Capital Master Fund, LP dated March 20, 2020 (incorporated by reference to Exhibit 4.6 to Sequans Communications S.A.'s Annual Report on Form 20-F for the fiscal year ended December 31, 2019, filed with the SEC on March 30, 2020) | |||||
| Warrant Agreement by and between Sequans Communications S.A. and Nokomis Capital Master Fund, LP, dated August 16, 2022 (incorporated by reference to Exhibit 4.5 to Sequans Communications S.A.'s Annual Report on Form 20-F for the fiscal year ended December 31, 2022, filed with the SEC on March 31, 2023 | |||||
| Warrant Agreement by and between Sequans Communications S.A. and Nokomis Capital Master Fund, LP, dated August 16, 2023 | |||||
| Warrant Issue Agreement by and between Sequans Communications S.A. and Harbert European Growth Capital Fund II, SCSp (incorporated by reference to Exhibit 4.9 to Sequans Communications S.A.’s Report on Form 6-K filed with the SEC on October 30, 2018) | |||||
98
Exhibit Number | Description of Exhibit | ||||
| Consultancy Services Agreement between Sequans Communications S.A. and ABLE FRANCE dated March 1, 2021 (incorporated by reference to Exhibit 4.9 to Sequans Communications S.A.'s Annual report on Form 20-F for the fiscal year ended December 31, 2020, filed with the SEC on April 1, 2021) | |||||
| Securities Purchase Agreement by and between Sequans Communications S.A. and Lynrock Lake Master Fund LP (incorporated by reference to Exhibit 4.1 to Sequans Communications S.A.'s Report on Form 6-K filed with the SEC on April 12, 2021) | |||||
| Convertible Promissory Note issued by Sequans Communications S.A. to Lynrock Lake Master Fund LP (incorporated by reference to Exhibit 4.2 to Sequans Communications S.A.'s Report on Form 6-K filed with the SEC on April 12, 2021) | |||||
| Memorandum of Understanding, dated August 4, 2023 by and between Sequans Communications S.A and Renesas Electronics Corporation (incorporated by reference to Exhibit 99.1 of the Form 6-K filed by Sequans Communications S.A with the SEC on August 7, 2023). | |||||
| Amendment No. 1 to Memorandum of Understanding, dated September 2, 2023, by and between Sequans Communications S.A. and Renesas Electronics Corporation (incorporated by reference to Exhibit 99 (D)(2) of the Form SC 13E3 filed by Sequans Communications S.A with the SEC on September 11, 2023). | |||||
| Amendment No. 2 to Memorandum of Understanding, dated December 4, 2023, by and between Sequans Communications S.A. and Renesas Electronics Corporation (incorporated by reference to Exhibit 99 (D)(14) of the Form SC TO-T/A filed by Sequans Communications S.A with the SEC on December 5, 2023). | |||||
| Amendment No. 3 to Memorandum of Understanding, dated January 5, 2024, by and between Sequans Communications S.A. and Renesas Electronics Corporation (incorporated by reference to Exhibit 99 (D)(18) of the Form SC TO-T/A filed by Sequans Communications S.A with the SEC on January 5, 2024). | |||||
| Security Purchase Agreement by and Sequans Communications S.A. and Renesas Electronics America Inc. (incorporated by reference to Exhibit 4.1 to Sequans Communications S.A.'s Report on Form 6-K/A filed with the SEC on November 13, 2023 ) | |||||
| Security Purchase Agreement by and Sequans Communications S.A. and Renesas Electronics America Inc. (incorporated by reference to Exhibit 4.1 to Sequans Communications S.A.'s Report on Form 6-K filed with the SEC on January 5, 2024) | |||||
| Security Purchase Agreement by and Sequans Communications S.A. and Renesas Electronics America Inc. (incorporated by reference to Exhibit 4.1 to Sequans Communications S.A.'s Report on Form 6-K filed with the SEC on February 13, 2024) | |||||
| Unsecured Promissory Note by and between Sequans Communications S.A. and 272 Capital Master Fund, Ltd (incorporated by reference to Exhibit 4.1 to Sequans Communications S.A.'s Report on Form 6-K filed with the SEC on April 25, 2024) | |||||
8.1* | List of Subsidiaries | ||||
| Corporate Insider Trading Policy | |||||
12.1* | Certificate of Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to §302 of the Sarbanes-Oxley Act of 2002 | ||||
12.2* | Certificate of Chief Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to §302 of the Sarbanes-Oxley Act of 2002 | ||||
13.1* | Certificate of Chief Executive Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002 | ||||
13.2* | Certificate of Chief Financial Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002 | ||||
15.1* | Consent of Ernst & Young Audit, independent registered public accounting firm | ||||
| Compensation Recovery Policy | |||||
| * | Filed herewith. | ||||
99
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this Annual Report on its behalf.
| Sequans Communications S.A. | |||||
| By: | /s/ Dr. Georges Karam | ||||
| Name: Dr. Georges Karam | |||||
| Title: Chief Executive Officer and Chairman | |||||
Date: May 15, 2024
100
F-1
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of Sequans Communications S.A.:
Opinion on the Financial Statements
We have audited the accompanying consolidated statements of financial position of Sequans Communications S.A. (the Company) as of December 31, 2021, 2022 and 2023, the related consolidated statements of operations, comprehensive income (loss), changes in equity (deficit) and cash flows for each of the three years in the period ended December 31, 2023, 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 as of December 31, 2021, 2022 and
2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.
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, 2023, 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 May 15, 2024 expressed an unqualified opinion thereon.
The Company's Ability to Continue as a Going Concern
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2.1 to the consolidated financial statements, the Company has suffered recurring losses from operations, has a working capital deficiency, and has stated that substantial doubt exists about the Company’s ability to continue as a going concern. Management's evaluation of the events and conditions and management’s plans regarding these matters are also described in Note 2.1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters 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 matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
F-2
| Allocation of consideration and estimate of costs to complete for development services | |||||
| Description of the Matter | As described in note 2.3 of the consolidated financial statements, the Company’s contracts may include promises to transfer multiple products and/or services to a customer. The Company evaluates each component to determine whether they represent separate performance obligations and determines the appropriate allocation of the transaction price to each identified performance obligation based on estimated stand-alone selling prices. Revenue from technical support and development services is generally recognized over time using the percentage-of-completion method using an input method of estimated costs as a measure of performance completed. Management estimates total costs to complete the contract which include direct labor, material and subcontracting costs which can be subject to many variables such as management’s judgment about the ability and cost to achieve the project schedule and the costs to complete the technical requirements. Management uses these variables to estimate the costs at completion of open contracts and determine the amount of revenue to be recognized. Auditing the Company’s determination of allocation of consideration to each performance obligation was complex and involved subjective auditor judgment, because management exercises significant judgment in determining the estimated stand-alone selling prices for each distinct performance obligation for products and services that are not sold separately and for which market conditions or other inputs and assumptions are used. In addition, testing the Company’s evaluation of estimated costs at completion involved subjective auditor judgment, because it involved management’s assumptions of the amount of future direct labor, material and subcontracting costs that will be required to complete the contracts, which could have a material effect on the amount of revenue recognized to date. | ||||
| How We Addressed the Matter in Our Audit | We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over management’s determination of the estimated costs at completion and the allocation of the transaction price to each identified performance obligation based on estimated stand-alone selling prices. For example, we tested controls over management’s determination and review over significant inputs, such as direct labor, material and subcontractor costs and the percentage of completion used in the cost estimates at completion to recognize revenue. In addition, we tested controls over management’s determination of the estimated relative stand-alone selling prices. We read the executed contracts to understand the contractual terms and the distinct performance obligations identified by management. To test the calculation of the amount of consideration allocated to each performance obligation, we performed audit procedures that included, among others, evaluating the accuracy and the completeness of the underlying data used in the Company’s calculation of the ranges or amount of each standalone selling price. We evaluated the methodology used to determine the standalone selling price, including against the requirements of IFRS 15, by comparing such prices to historical sales made to the customer or to customers with similar contracts or external market data, if available. We also evaluated and tested the estimated revenue and costs at completion for the contracts. In so doing, our procedures included assessing the progress towards completion by obtaining customer validation of the achievement of milestones, if applicable, and performing inquiries of key operations executives to evaluate progress to date and factors impacting the amount and cost of direct labor, material and subcontracting costs necessary to complete the contracts. We performed retrospective reviews of contract cost estimates and changes in estimates over time. We also compared direct labor, material and subcontract costs incurred by the Company subsequent to year-end to assess the consistency with the costs estimated as of year-end. We also assessed the accuracy and sufficiency of the disclosures. | ||||
F-3
Accounting for Lynrock and Nokomis convertible notes | |||||
| Description of the Matter | As described in Note 14.1 to consolidated financial statements, the Company entered into a convertible note agreement in the principal amount of $40 million with Lynrock Lake Master Fund LP (“Lynrock convertible notes”). The Company also has convertible notes with Nokomis Capital, LLC (“Nokomis convertible notes”) The Lynrock convertible notes and Nokomis convertible notes (collectively “the convertible notes”) have been accounted for as compound financial instruments with a liability component and an embedded derivative whose fair values were $52.3 million and $3.0 thousand, respectively, at December 31, 2023. The embedded derivative is accounted for as a liability, with changes in fair value recorded as financial income or loss at each statement of financial position date. Auditing the Company’s accounting for these convertible notes was complex due to the significant judgments required by management to analyze and develop the assumptions used to calculate the fair values of the liability and embedded derivative components, in particular, the expected volatility of the Company’s underlying stock price which has experienced fluctuations, and the market discount rate. | ||||
| How We Addressed the Matter in Our Audit | We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over management’s development of the assumptions used in the determination of the fair value of liability and embedded derivative components, including management’s oversight of the work performed by the independent valuation specialist engaged by the Company. Our audit procedures related to the determination of the fair value of the liability and embedded derivative components included, among others, assessing the valuation methodologies, including key assumptions made, such as expected volatility of the Company’s stock price and market discount rates, applied by the Company. We read the underlying convertible note agreements to understand the contractual terms and the provisions impacting the Company’s valuations. We assessed the completeness and accuracy of the underlying data supporting the assumptions and involved our valuation specialists to assist us in reviewing the valuation methodology and testing the volatility and discount rate assumptions included in the models. We performed sensitivity analyses of significant assumptions to evaluate the changes in fair value of the liability and embedded derivative components from changes in these assumptions. These evaluations included consideration of external market data regarding market discount rates and fluctuations of the Company's stock price. We also assessed the accuracy and sufficiency of the fair value disclosures. | ||||
/s/ Ernst & Young Audit
We have served as the Company’s auditor since 2008.
May 15, 2024
F-4
| Year ended December 31, | |||||||||||||||||||||||
| Note | 2021 | 2022 | 2023 | ||||||||||||||||||||
| (in thousands, except share, ADS and per share and ADS amounts) | |||||||||||||||||||||||
| Revenue: | |||||||||||||||||||||||
| Product revenue | $ | $ | $ | ||||||||||||||||||||
| License and services revenue | |||||||||||||||||||||||
| Total revenue | 3 | ||||||||||||||||||||||
| Cost of revenue | 4.2 | ||||||||||||||||||||||
| Gross profit | |||||||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Research and development | 4.4 | ||||||||||||||||||||||
| Sales and marketing | |||||||||||||||||||||||
| General and administrative | |||||||||||||||||||||||
| Total operating expenses | 4.2 | ||||||||||||||||||||||
| Operating income (loss) | ( | ( | ( | ||||||||||||||||||||
| Financial income (expense): | |||||||||||||||||||||||
| Interest expense | 4.1 | ( | ( | ( | |||||||||||||||||||
| Interest income | 4.1 | ||||||||||||||||||||||
| Impact of debt reimbursement | 14.1 | ||||||||||||||||||||||
| Convertible debt amendments | 14.1 | ||||||||||||||||||||||
Change in fair value of convertible debt derivative | 14.1 | ||||||||||||||||||||||
| Foreign exchange gain (loss), net | 4.1 | ( | |||||||||||||||||||||
| Loss before income taxes | ( | ( | ( | ||||||||||||||||||||
| Income tax expense (benefit) | 5 | ||||||||||||||||||||||
| Net loss | $ | ( | $ | ( | $ | ( | |||||||||||||||||
| Attributable to: | |||||||||||||||||||||||
| Shareholders of the parent | $ | ( | $ | ( | $ | ( | |||||||||||||||||
| Basic earnings (loss) per ordinary share | 6 | $ | ( | $ | ( | $ | ( | ||||||||||||||||
| Diluted earnings (loss) per ordinary share | 6 | $ | ( | $ | ( | $ | ( | ||||||||||||||||
| Weighted average number of shares used for computing: | |||||||||||||||||||||||
| Basic per ordinary share | |||||||||||||||||||||||
| Diluted per ordinary share | |||||||||||||||||||||||
| Basic earnings (loss) per ADS | $ | ( | $ | ( | $ | ( | |||||||||||||||||
| Diluted earnings (loss) per ADS | $ | ( | $ | ( | $ | ( | |||||||||||||||||
| Weighted average number of ADS used for computing: | |||||||||||||||||||||||
| Basic per ADS | |||||||||||||||||||||||
| Diluted per ADS | |||||||||||||||||||||||
F-5
Sequans Communications S.A.
Consolidated Statements of Comprehensive Income (Loss)
| Year ended December 31, | |||||||||||||||||
| 2021 | 2022 | 2023 | |||||||||||||||
| (in thousands) | |||||||||||||||||
| Loss for the year | $ | ( | $ | ( | $ | ( | |||||||||||
| Other comprehensive income (loss) | |||||||||||||||||
| Other comprehensive income (loss) to be reclassified to profit or loss in subsequent years : | |||||||||||||||||
| Net gain (loss) on cash flow hedge | ( | ( | |||||||||||||||
| Exchange differences on translation of foreign operations | ( | ||||||||||||||||
| Net other comprehensive income (loss) to be reclassified to profit or loss in subsequent years | ( | ||||||||||||||||
| Other comprehensive income (loss) not to be reclassified to profit or loss in subsequent years : | |||||||||||||||||
| Re-measurement gains (losses) on defined benefit plans | ( | ( | |||||||||||||||
| Net other comprehensive income (loss) not to be reclassified to profit or loss in subsequent years | ( | ( | |||||||||||||||
| Total other comprehensive income (loss) | ( | ( | ( | ||||||||||||||
| Total comprehensive loss | $ | ( | $ | ( | $ | ( | |||||||||||
| Attributable to: | |||||||||||||||||
| Shareholders of the parent | $ | ( | $ | ( | $ | ( | |||||||||||
| Non-controlling interests | |||||||||||||||||
The following notes form an integral part of the annual financial statements
F-6
| At December 31, | ||||||||||||||||||||
| Note | 2021 | 2022 | 2023 | |||||||||||||||||
| (in thousands) | ||||||||||||||||||||
| ASSETS | ||||||||||||||||||||
| Non-current assets: | ||||||||||||||||||||
| Property, plant and equipment | 7 | $ | $ | $ | ||||||||||||||||
| Intangible assets | 8 | |||||||||||||||||||
| Deposits and other receivables | 20.1 | |||||||||||||||||||
| Other non-current financial assets | 20.1 | |||||||||||||||||||
| Total non-current assets | ||||||||||||||||||||
| Current assets: | ||||||||||||||||||||
| Inventories | 9 | |||||||||||||||||||
| Trade receivables | 10 | |||||||||||||||||||
| Contract assets | 10 | |||||||||||||||||||
| Prepaid expenses | ||||||||||||||||||||
| Other receivables | ||||||||||||||||||||
| Research tax credit receivable | 4.4 | |||||||||||||||||||
| Short-term deposits | 11 | |||||||||||||||||||
| Cash and cash equivalents | 11 | |||||||||||||||||||
| Total current assets | ||||||||||||||||||||
| Total assets | $ | $ | $ | |||||||||||||||||
| EQUITY (DEFICIT) AND LIABILITIES | ||||||||||||||||||||
| Equity (deficit): | ||||||||||||||||||||
Issued capital, euro | 12 | $ | $ | $ | ||||||||||||||||
| Share premium | 12 | |||||||||||||||||||
| Other capital reserves | 13-14 | |||||||||||||||||||
| Accumulated deficit | ( | ( | ( | |||||||||||||||||
| Other components of equity | ( | ( | ( | |||||||||||||||||
| Total equity (deficit) | ( | ( | ||||||||||||||||||
| Non-current liabilities: | ||||||||||||||||||||
| Government grant advances and loans | 16 | |||||||||||||||||||
| Convertible debt | 14 | |||||||||||||||||||
| Convertible debt embedded derivative | 14 | |||||||||||||||||||
| Lease liabilities | 15 | |||||||||||||||||||
| Provisions | 17 | |||||||||||||||||||
| Trade payables | 19 | |||||||||||||||||||
| Deferred tax liabilities | 19 | |||||||||||||||||||
| Contract liabilities | 19 | |||||||||||||||||||
| Total non-current liabilities | ||||||||||||||||||||
| Current liabilities: | ||||||||||||||||||||
| Trade payables | 18 | |||||||||||||||||||
| Interest-bearing financing of receivables | 14 | |||||||||||||||||||
| Convertible debt | 14 | |||||||||||||||||||
| Convertible debt embedded derivative | 14 | |||||||||||||||||||
| Lease liabilities | 15 | |||||||||||||||||||
| Unsecured related party loan | 14 | |||||||||||||||||||
| Government grant advances and loans | 16 | |||||||||||||||||||
| Other current liabilities and provisions | 18 | |||||||||||||||||||
| Contract liabilities | 18 | |||||||||||||||||||
| Total current liabilities | ||||||||||||||||||||
| Total equity and liabilities | $ | $ | $ | |||||||||||||||||
The following notes form an integral part of the annual financial statements
F-7
| Attributable to the shareholders of the parent | |||||||||||||||||||||||||||||||||||||||||||||||
| Ordinary shares | Share premium | Other capital reserves | Accumulated deficit | Cumulative translation adjustments | Accumulated other comprehensive income (loss) | Total equity (deficit) | |||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||||
| (Note 12) | (Note 12) | (Note 12) | (Notes 13 and14) | ||||||||||||||||||||||||||||||||||||||||||||
| (in thousands, except share and per share amounts) | |||||||||||||||||||||||||||||||||||||||||||||||
| At January 1, 2021 | $ | $ | $ | $ | ( | $ | ( | $ | $ | ( | |||||||||||||||||||||||||||||||||||||
| Loss for the year | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Re-measurement gains (losses) on defined benefit plans | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation | |||||||||||||||||||||||||||||||||||||||||||||||
| Net loss on cash flow hedge | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Total comprehensive income (loss) | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Issue of shares in connection with the exercise of options and warrants, and vesting of restricted shares awards | |||||||||||||||||||||||||||||||||||||||||||||||
| Issue of shares in connection with a private placement with Lynrock on April 2021 (Note 12) | |||||||||||||||||||||||||||||||||||||||||||||||
| Conversion of convertible debts (Note 14.1) | |||||||||||||||||||||||||||||||||||||||||||||||
| Transaction costs | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Share-based payments | |||||||||||||||||||||||||||||||||||||||||||||||
| At December 31, 2021 | $ | $ | $ | $ | ( | $ | ( | $ | $ | ( | |||||||||||||||||||||||||||||||||||||
| Loss for the year | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Re-measurement gains (losses) on defined benefit plans | |||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Net gain on cash flow hedge | |||||||||||||||||||||||||||||||||||||||||||||||
| Total comprehensive income (loss) | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Issue of shares in connection with the exercise of options and warrants, and vesting of restricted shares awards | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Issue of shares in connection with a private placement with Renesas on January 2022 (Note 12) | |||||||||||||||||||||||||||||||||||||||||||||||
| Issue of shares in connection with the public offering of March 2022 (Note 12) | |||||||||||||||||||||||||||||||||||||||||||||||
| Transaction costs | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Change in nominal value | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Incorporation of losses | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Warrants issued to Nokomis in August 2022 | |||||||||||||||||||||||||||||||||||||||||||||||
| Share-based payments | |||||||||||||||||||||||||||||||||||||||||||||||
| At December 31, 2022 | $ | $ | $ | $ | ( | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||||
| Loss for the year | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Re-measurement gains (losses) on defined benefit plans | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
F-8
| Foreign currency translation | |||||||||||||||||||||||||||||||||||||||||||||||
| Net loss on cash flow hedge | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Total comprehensive income (loss) | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Issue of shares in connection with the exercise of options and warrants, and vesting of restricted shares awards | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Issue of shares in connection with a private placement on April 2023 (Note 12) | |||||||||||||||||||||||||||||||||||||||||||||||
| Issue of shares in connection with a private placement on September 2023 (Note 12) | |||||||||||||||||||||||||||||||||||||||||||||||
| Transaction costs | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Incorporation of losses | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Bridge loans from related party | |||||||||||||||||||||||||||||||||||||||||||||||
| Warrants issued to Nokomis in August 2022 | |||||||||||||||||||||||||||||||||||||||||||||||
| Share-based payments | |||||||||||||||||||||||||||||||||||||||||||||||
| At December 31, 2023 | $ | $ | $ | $ | ( | $ | ( | $ | $ | ( | |||||||||||||||||||||||||||||||||||||
The following notes form an integral part of the annual financial statements
F-9
| Year ended December 31, | |||||||||||||||||
| Note | 2021 | 2022 | 2023 | ||||||||||||||
| (in thousands) | |||||||||||||||||
| Operating activities: | |||||||||||||||||
| Loss before income taxes | $ | ( | $ | ( | $ | ( | |||||||||||
| Non-cash adjustment to reconcile profit (loss) before tax to net cash used in operating activities: | |||||||||||||||||
| Amortization and impairment of property, plant and equipment | 7 | ||||||||||||||||
| Amortization and impairment of intangible assets | 8 | ||||||||||||||||
| Share-based payment expense | 4.3 | ||||||||||||||||
| Increase (Decrease) in provisions | ( | ||||||||||||||||
| Interest expense, net | |||||||||||||||||
| Change in the fair value of convertible debt embedded derivative | 14.1 | ( | ( | ( | |||||||||||||
| Impact of debt reimbursement | ( | ||||||||||||||||
| Convertible debt amendments | 14.1 | ( | ( | ||||||||||||||
| Foreign exchange loss (gain) | ( | ( | |||||||||||||||
| Loss (gain) on disposal of property, plant and equipment | |||||||||||||||||
| Bad debt expense | 10 | ||||||||||||||||
| Working capital adjustments: | |||||||||||||||||
| Decrease (Increase) in trade receivables and other receivables | ( | ||||||||||||||||
| Decrease (Increase) in inventories | ( | ( | |||||||||||||||
| Decrease (Increase) in research tax credit receivable | ( | ( | ( | ||||||||||||||
| Increase (Decrease) in trade payables and other liabilities | ( | ||||||||||||||||
| Increase (Decrease) in contract liabilities | ( | ( | ( | ||||||||||||||
Increase (Decrease) in government grant advances (1) | ( | ( | ( | ||||||||||||||
| Income tax paid | ( | ( | ( | ||||||||||||||
| Net cash flow used in operating activities | $ | ( | $ | ( | $ | ( | |||||||||||
| Investing activities: | |||||||||||||||||
| Purchase of intangible assets and property, plant and equipment | 7-8 | $ | ( | $ | ( | $ | ( | ||||||||||
| Capitalized development expenditures | ( | ( | ( | ||||||||||||||
| Sale (Purchase) of financial assets | ( | ( | |||||||||||||||
| Decrease (Increase) of short-term deposit | ( | ||||||||||||||||
| Interest received | |||||||||||||||||
| Net cash flow used in investments activities | $ | ( | $ | ( | $ | ( | |||||||||||
| Financing activities: | |||||||||||||||||
| Public and private equity offering proceeds, net of transaction costs paid | $ | $ | $ | ||||||||||||||
| Proceeds from issue of warrants and exercise of stock options/warrants granted under share-based payment plans, net of transaction costs | |||||||||||||||||
| Proceeds from (repayment of) interest-bearing receivables financing, net | 14.3 | ||||||||||||||||
| Proceeds from interest-bearing research project financing | 16.2 | ||||||||||||||||
| Proceeds from related party loans | 14.2 | ||||||||||||||||
| Proceeds from convertible debt, net of transaction cost | 12-14.1 | ||||||||||||||||
| Repayment of venture debt | 14.2 | ( | |||||||||||||||
| Repayment of government loans | 16.3 | ( | ( | ( | |||||||||||||
| Repayment of convertible debt and accrued interest | 14.1 | ( | |||||||||||||||
| Repayment of interest-bearing research project financing | 16.2 | ( | ( | ( | |||||||||||||
| Payment of lease liabilities | ( | ( | ( | ||||||||||||||
| Interest paid | ( | ( | ( | ||||||||||||||
| Net cash flows from financing activities | $ | $ | $ | ||||||||||||||
| Net increase (decrease) in cash and cash equivalents | ( | ||||||||||||||||
| Net foreign exchange difference | ( | ||||||||||||||||
| Cash and cash equivalents at January 1 | |||||||||||||||||
| Cash and cash equivalents at period end | 11 | $ | $ | $ | |||||||||||||
The following notes form an integral part of the annual financial statements
F-10
Sequans Communications S.A.
Notes to the Consolidated Financial Statements—(Continued)
1. Corporate information
Sequans Communications S.A. (“Sequans”) is organized as a limited liability company (“société anonyme”) incorporated and domiciled in the Republic of France, with its principal place of business at 15-55 boulevard Charles de Gaulle, 92700 Colombes, France. Sequans, together with its subsidiaries (the “Company”), is a fabless designer, developer and provider of cellular semiconductor chips and modules for massive and broadband Internet of Things (IoT) markets. The Company’s semiconductor solutions incorporate baseband processor and radio frequency transceiver integrated circuits along with its proprietary signal processing techniques, algorithms and software stacks. For 5G/4G massive IoT applications, the Company provides a comprehensive product portfolio based on its Monarch LTE-M/NB-IoT and Calliope Cat 1 chip platforms, featuring low power consumption, a large set of integrated functionalities, and a global deployment capability. For 5G/4G broadband and critical IoT applications, the Company offers a product portfolio based on its Cassiopeia Cat 4/Cat 6 and planned Taurus 5G chip platforms, optimized for low-cost residential, enterprise, and industrial applications.
2. Summary of significant accounting and reporting policies
2.1. Basis of preparation
The Consolidated Financial Statements are presented in U.S. dollars.
The Consolidated Financial Statements for the year ended December 31, 2023 have been prepared on a going concern assumption. During 2021, 2022 and 2023, we financed our operations primarily through proceeds from the issue of shares through public offerings and private placements (2021, $9.9 million; 2022, $30.1 million; 2023, $25.5 million), bridge loans ($9.0 million in 2023) and convertible notes (2021, $39.7 million). We experienced net losses of $20.3 million, $9.0 million and $41.0 million in 2021, 2022 and 2023, respectively. At December 31, 2023, our accumulated deficit was $93.4 million and we had negative working capital of $71.0
The Company’s internal cash forecast which is built from sales forecasts by products and by customer, assumes a slightly increasing operating cost structure, ongoing and new government funding of research programs and ongoing and new strategic funding activities. The Company expects to be able to obtain additional funding through one or more possible license agreements, business partnerships or other similar arrangements; or from financing from institutional or strategic investors, from the capital markets, or a combination of the above. However, the Company cannot guarantee if or when any such transactions will occur or whether they will be on satisfactory terms. In addition, the Company's forecasts of cash proceeds from revenues could be adversely impacted if customers delay or reduce purchases.
The Company does not and cannot know if the current uncertainties in these geopolitical areas, which are unfolding in real-time, may escalate and result in broad economic and security conditions, which could result in material implications for the Company's business. In addition, the Company's insurance policies typically contain a war exclusion of some description and the Company does not know how its insurers are likely to respond in the event of a loss alleged to have been caused by geopolitical uncertainties.
While the Company has taken and will continue to take actions to obtain new funding, the above factors raise substantial doubt about the Company’s ability to continue as a going concern as there is no assurance that the Company will be successful in satisfying its future cash needs.
F-11
Statement of compliance
The Consolidated Financial Statements of the Company have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standard Board (“IASB”) and whose application is mandatory for the year ended December 31, 2023. Comparative figures are presented for December 31, 2021 and 2022.
The accounting policies are consistent with those of the same period of the previous financial year, except for the changes disclosed in Note 2.2 to the Consolidated Financial Statements.
The Consolidated Financial Statements of the Company as of and for the years ended December 31, 2021, 2022 and 2023 have been authorized for issue in accordance with a resolution of the board of directors on April 30, 2024.
Basis of consolidation
The Consolidated Financial Statements comprise the financial statements of Sequans Communications S.A., which is the ultimate parent of the group, and its subsidiaries as of and for the years ended December 31, 2023, 2022 and 2021:
| Name | Country of incorporation | Year of incorporation | % equity interest | |||||||||||||||||
| Sequans Communications Ltd. | United Kingdom | 2005 | ||||||||||||||||||
| Sequans Communications Inc. | United States | 2008 | ||||||||||||||||||
| Sequans Communications Ltd. Pte. | Singapore | 2008 | ||||||||||||||||||
| Sequans Communications Israel (2009) Ltd. | Israel | 2009 | ||||||||||||||||||
| Sequans Communications Finland Oy | Finland | 2020 | ||||||||||||||||||
| Sequans Communications SAS | France | 2023 | ||||||||||||||||||
The financial statements of the subsidiaries are prepared for the same reporting period as the parent company, using consistent accounting policies. All intra-group balances, transactions, income and expenses and profits and losses resulting from intra-group transactions are eliminated in full. The subsidiaries have been fully consolidated from their date of incorporation.
2.2. Changes in accounting policy and disclosures
New and amended standards and interpretations
The accounting policies used in 2023 are consistent with those of the previous financial year, except for the following new and amended IFRS and IFRIC interpretations effective as of January 1, 2023:
•Amendments to IAS 1: Classification of Liabilities as Current or Non-current: In January 2020, the IASB issued amendments to paragraphs 69 to 76 of IAS 1 to specify the requirements for classifying liabilities as current or non-current. The Company adopted the amendments effective for annual reporting periods beginning on or after January 1, 2022. Adoption of these amendments had no material impact on the Consolidated Financial Statements.
•Amendments to IAS 1 and IFRS Practice Statement 2: Disclosure of Accounting Policies: In February 2021, the IASB issued amendments to IAS 1 and IFRS Practice Statement 2 Making Materiality Judgements, in which it provides guidance and examples to help entities apply materiality judgements to accounting policy disclosures. The amendments aim to help entities provide accounting policy disclosures that are more useful by replacing the requirement for entities to disclose their ‘significant’ accounting policies with a requirement to disclose their ‘material’ accounting policies and adding guidance on how entities apply the concept of materiality in making decisions about accounting policy disclosures. The amendments to IAS 1 are applicable for annual periods beginning on or after January 1 2023 with earlier application permitted. Since the amendments to the Practice Statement 2 provide non-mandatory guidance on the application of the definition of material to accounting policy information, an effective date for these amendments is not necessary. The amendments had no material impact on the Company.
F-12
Sequans Communications S.A.
Notes to the Consolidated Financial Statements—(Continued)
•Amendments to IAS 8: Definition of Accounting Estimates: In February 2021, the IASB issued amendments to IAS 8, in which it introduces a definition of ‘accounting estimates'. The amendments clarify the distinction between changes in accounting estimates and changes in accounting policies and the correction of errors. Also, they clarify how entities use measurement techniques and inputs to develop accounting estimates. The amendments are effective for annual reporting periods beginning on or after January 1, 2023 and apply to changes in accounting policies and changes in accounting estimates that occur on or after the start of that period. Earlier application is permitted as long as this fact is disclosed. The amendments had no material impact on the Company.
• Amendments to IAS 12: Deferred Tax related to Assets and Liabilities arising from a Single Transaction: In May 2021, the Board issued amendments to IAS 12, which narrow the scope of the initial recognition exception under IAS 12, so that it no longer applies to transactions that give rise to equal taxable and deductible temporary differences. The amendments should be applied to transactions that occur on or after the beginning of the earliest comparative period presented. In addition, at the beginning of the earliest comparative period presented, a deferred tax asset (provided that sufficient taxable profit is available) and a deferred tax liability should also be recognized for all deductible and taxable temporary differences associated with leases and decommissioning obligations. The amendments had no material impact on the Company.
Standards issued but not yet effective
Standards and interpretations issued but not yet effective up to the date of issue of the Company’s Consolidated Financial Statements are listed below. The Company intends to adopt these standards when they become effective:
•Amendments to IFRS 16: Lease Liability in a Sale and Leaseback. In September 2022, the IASB issued amendments to IFRS 16 to specify the requirements that a seller-lessee uses in measuring the lease liability arising in a sale and leaseback transaction, to ensure the seller-lessee does not recognize any amount of the gain or loss that relates to the right of use it retains. The amendments are effective for annual reporting periods beginning on or after 1 January 2024 and must applied retrospectively to sale and leaseback transactions entered into after the date of initial application of IFRS 16. Earlier application is permitted and that fact must be disclosed.The amendments are not expected to have a material impact on the Company’s financial statements.
•Amendments to IAS 1: Classification of Liabilities as Current or Non-current. In January 2020 and October 2022, the IASB issued amendments to paragraphs 69 to 76 of IAS 1 to specify the requirements for classifying liabilities as current or non-current. The amendments clarify:
–What is meant by a right to defer settlement
–That a right to defer must exist at the end of the reporting period
–That classification is unaffected by the likelihood that an entity will exercise its deferral right
–That only if an embedded derivative in a convertible liability is itself an equity instrument would the terms of a liability not impact its classification
In addition, a requirement has been introduced to require disclosure when a liability arising from a loan agreement is classified as non-current and the entity’s right to defer settlement is contingent on compliance with future covenants within twelve months.
The amendments are effective for annual reporting periods beginning on or after 1 January 2024 and must be applied retrospectively. The Company is currently assessing the impact the amendments will have on current practice and whether existing loan agreements may require renegotiation.
•Supplier Finance Arrangements - Amendments to IAS 7 and IFRS 7. In May 2023, the IASB issued amendments to IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures to clarify the characteristics of supplier finance arrangements and require additional disclosure of such arrangements. The disclosure requirements in the amendments are intended to assist users of financial statements in understanding the effects of supplier finance arrangements on an entity’s liabilities, cash flows and exposure to liquidity risk. The amendments will be effective for annual reporting periods beginning on or after 1 January 2024. Early adoption is permitted, but will need to be disclosed. The amendments are not expected to have a material impact on the Company’s financial statements.
COVID-19
Management has considered what effect the COVID-19 pandemic has on the amounts recognized in the financial statements. Management has identified potential risks related to the impact on the production of the Company's products, on the Company's ability to source components required for production and on the demand for the Company's products by customers impacted by the pandemic. In the year ended December 31, 2021, the primary impacts on operations of the COVID-19 pandemic were increased product demand in the broadband IoT business, increases in certain costs related to a temporary shortage of components, and delays in growth in product revenues in the massive IoT business due to the limits
F-13
Sequans Communications S.A.
Notes to the Consolidated Financial Statements—(Continued)
placed on production capacity driven by the component shortages. During 2022 and 2023, the Company did not identify any direct impact of the pandemic on its business. As of December 31, 2023, the Company has not identified any impact on its assets and liabilities.
Russian invasion in Ukraine
While the Company's key engineering competencies are performed in-house, primarily in France, the United Kingdom, Israel and the United States, the Company outsources some application software development and testing activities to an independent third-party provider of engineering services. The Company works with a dedicated team of 48 software engineers based in Kyiv, Ukraine. If the Russian invasion of Ukraine is protracted or if Ukraine experiences further political instability, these engineers may be unable to work for a sustained period of time, which could adversely impact the research and development operations. The Company has developed a contingency plan if the engineers in Kyiv are unable to continue working on their projects for us for a sustained period of time, but if the contingency plan is not effective or sanctions are imposed that prevent the Company from conducting business in Ukraine, the Company could suffer delays in product introduction or delays in resolution of customer software bugs, which could have a negative impact on its revenues. During 2022 and 2023, the Ukraine team was able to work effectively and the Company did not identify any direct impact from the situation on its business. As of December 31, 2023, the Company has not identified any impact on its assets and liabilities.
2.3. Material accounting policies
Functional currencies and translation of financial statements denominated in currencies other than the U.S. dollar
The Consolidated Financial Statements are presented in U.S. dollars, which is also the functional currency of Sequans Communications S.A. The Company uses the U.S. dollar as its functional currency due to the high percentage of revenues, cost of revenue, capital expenditures and operating costs, other than those related to headcount and overhead, which are denominated in U.S. dollars. Each subsidiary determines its own functional currency and items included in the financial statements of each entity are measured using that functional currency.
As at the reporting date, the assets and liabilities of each subsidiary are translated into the presentation currency of the Company (the U.S. dollar) at the rate of exchange in effect at the Statement of Financial Position date and their Statement of Operations is translated at the weighted average exchange rate for the reporting period. The exchange differences arising on the translation are taken directly to a separate component of equity (“Cumulative translation adjustments”).
Foreign currency transactions
Foreign currency transactions are initially recognized by Sequans Communications S.A. and each of its subsidiaries at their respective functional currency rates prevailing at the date of the transactions. Monetary assets and liabilities denominated in foreign currencies are retranslated at the functional currency spot rate of exchange in effect at the reporting date. All differences are taken to the Consolidated Statement of Operations within financial income or expense. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the initial transactions.
The table below sets forth, for the periods and dates indicated, the average and closing exchange rate for the U.S. dollar (USD) to the euro (EUR), the U.K. pound sterling (GBP), the Singapore dollar (SGD) and the New Israeli shekel (NIS):
| USD/EUR | USD/GBP | USD/SGD | USD/NIS | |||||||||||||||||||||||
| December 31, 2021 | ||||||||||||||||||||||||||
| Average rate | ||||||||||||||||||||||||||
| Closing rate | ||||||||||||||||||||||||||
| December 31, 2022 | ||||||||||||||||||||||||||
| Average rate | ||||||||||||||||||||||||||
| Closing rate | ||||||||||||||||||||||||||
| December 31, 2023 | ||||||||||||||||||||||||||
| Average rate | ||||||||||||||||||||||||||
| Closing rate | ||||||||||||||||||||||||||
F-14
Sequans Communications S.A.
Notes to the Consolidated Financial Statements—(Continued)
Earnings (loss) per ordinary share and per ADS
Basic earnings (loss) amounts per ordinary share and per ADS are computed using the weighted average number of shares outstanding during each period.
Diluted earnings per ordinary share and per ADS include the effects of dilutive options and warrants as if they had been exercised, unless the effect would be anti-dilutive.
Revenue recognition
The Company’s total revenue consists of product revenue and services and license revenue.
Revenue from contracts with customers is recognized when control of the goods or services is transferred to the customer at an amount that reflects the fair value of the consideration to which the Company is entitled, excluding sales taxes or duties.
The Company applies a five-step approach in determining the amount and timing of revenue to be recognized: (1) identifying the contract with a customer; (2) identifying the performance obligations in the contract; (3) determining the transaction price; (4) allocating the transaction price to the performance obligations in the contract; and (5) recognizing revenue when the performance obligation is satisfied.
When a contract includes multiple promised goods and services, the Company evaluates each component to determine whether they represent separate performance obligations and determines the appropriate allocation of the contract consideration to each identified performance obligation based on estimated relative stand-alone selling prices.
If the consideration in a contract includes a variable amount, the Company estimates the amount of consideration to which it will be entitled in exchange for transferring the goods or services to the customer. The variable consideration is estimated at contract inception and constrained until it is highly probable that a significant revenue reversal in the amount of cumulative revenue recognized will not occur when the associated uncertainty with the variable consideration is subsequently resolved. Specifically, milestone payments in development services contracts represent variable consideration, the receipt of which is dependent upon the achievement of technical milestones.
The Company sometimes receives advance payments from customers for the provision of development services. The Company determines if there is a significant financing component for these contracts considering the length of time between the customers’ payment and the transfer of control of the goods and services. When a significant financing component has been identified, the transaction price for these contracts is discounted, using the rate that would be reflected in a separate financing transaction at contract inception. The Company applies the practical expedient for short-term advances received from customers. That is, the promised amount of consideration is not adjusted for the effects of a significant financing component if the period between the transfer of the promised good or service and the payment is one year or less.
Product revenue
Substantially all of the Company’s product revenue is derived from the sale of semiconductor solutions for 4G wireless applications.
Revenue from the sale of products is usually recognized at a point in time when the Company satisfies its performance obligation to the buyer, whether direct end customer, end customer's manufacturing partner or distributor. This occurs when there is no continuing managerial involvement to the degree usually associated with ownership nor effective control over the sale of products is retained, which is based on the specified Incoterms, but usually occurs on shipment of the goods. Sale of products to some distributors is recognized when the products are sold to the end-customer but these contracts are not significant. The Company is the principal in all product sales regardless of customer type. Products are not sold with a right of return but are covered by warranty. This is an assurance-type warranty. The Company does not accrue for a general warranty obligation as the Company has not historically incurred and does not expect material warranty costs. Although the products sold have embedded software, the Company believes that software is incidental to the products it sells.
License and services revenue
License and services revenue consists of revenues from the sale of licenses to use the Company’s technology solutions and any fees for the associated annual software maintenance and support services, as well as from the sale of technical support and development services. Development services include advanced technology development services for technology partners and software or product development and integration services for customers.
F-15
Sequans Communications S.A.
Notes to the Consolidated Financial Statements—(Continued)
Revenue from the sale of licenses is recognized at a point in time when the Company satisfies its performance obligation which occurs when the software has been delivered to the customer (assuming no other significant obligations exist), as licenses provide the right to use the software as it exists when made available to the customer.
Revenue from the sale of software maintenance and support services is recognized over the period of the maintenance (generally year). When the first year of maintenance is included in the software license price, an amount generally equal to the negotiated rate for year of maintenance is deducted from the value of the license and recognized as revenue over the period of maintenance as described above. The difference between license and maintenance services invoiced and the amount recognized in revenue is recorded as deferred revenue.
Revenue from technical support and development services is generally recognized over time using the percentage-of-completion method. For each service contract, the Company determines whether the pattern of transfer of control meets one of the criteria for revenue recognition over time: (a) the customer simultaneously receives and consumes the benefits provided by the entity's performance as the entity performs (b) the Company's performance creates or enhances an asset (for example, work in progress) that the customer controls as the asset is created or enhanced or (c) the Company's performance does not create an asset with an alternative use to the entity and the entity has an enforceable right to payment for performance completed to date. Generally, the support and development contracts meet one or more of these criteria, based on the facts and circumstances both within the contract and the nature of the services provided. Typically, the customers consume the services as they are provided through ongoing technical support or through an iterative development process. Certain contracts also include terms which allow the customer to have control over the asset as it is created or provide Sequans the right to payment for all work performed to date.
Due to revenue recognition over time, contract assets are created for services provided that Sequans does not yet have the right to invoice. Contract liabilities are created when milestones are billed in advance of being earned.
When a contract does not meet one of the criteria above, revenue is recognized at a point in time, when there is evidence of transfer of control, which typically occurs upon achievement of certain or all contract milestones. Percentage-of-completion is calculated based on the input method using estimated costs as a measure of performance completed.
The costs associated with these arrangements are recognized as incurred. Revenue from development contracts where no related direct costs were identified amounted to $214,000 for the year ended December 31, 2023 ($236,000 in 2022 and no direct cost in 2021).
Contract assets
A contract asset is the right to consideration in exchange for goods or services transferred to the customer. As described above, when the Company performs by transferring goods or services before the customer pays consideration or before payment is due, a contract asset is recognized for the earned consideration that is conditional. Where the Company has an unconditional right to payment, these are included in unbilled revenue until billing occurs and classified as trade receivables.
We have elected to use the practical expedient not to adjust the promised amount of consideration for the effects of a significant financing component when the period between when we transfer the promised good or service to our customers and when we expect the customers to pay for that good or service is one year or less.
We also have elected to use the practical expedient not to disclose information about our remaining performance obligations for contracts that have an original expected duration of one year or less.
We do not have any costs that meet the criteria for costs to obtain a contract or cost to fulfill a contract.
As of December 31, 2023, the transaction price allocated to the unsatisfied or partially unsatisfied performance obligations was $88,000 and is expected to be recognized in the 2024.
As of December 31, 2022, the transaction price allocated to the remaining performance obligations (unsatisfied or partially unsatisfied) was $1,643,000 for which $1,276,000 was expected to be recognized in the next year and $367,000 in the years after, excluding the amounts related to the development service contract entered into in October 2019, described under note 19.
As of December 31, 2021, the transaction price allocated to the remaining performance obligations (unsatisfied or partially unsatisfied) was $4,273,000 for which $4,017,000 was expected to be recognized in the next year and $256,000 in the year after, excluding the amounts related to the development service contract entered into in October 2019, described under note 19.
F-16
Sequans Communications S.A.
Notes to the Consolidated Financial Statements—(Continued)
Contract liabilities
Contract liabilities represent amounts invoiced and/or cash received in advance related to services being performed. Contract liabilities include both upfront payments from license and development service agreements in excess of revenues recognized, as well as deferred revenue from advance payments for goods or maintenance services.
Revenue recognized in the current period from amounts included in deferred revenue at the beginning of the year was $190,000 , $271,000 and $765,000 for 2023, 2022 and 2021, respectively (See Note 19 Other non-current liabilities and Note 18 trade payables and other current liabilities).
Cost of revenue
Cost of product revenue includes all direct and indirect costs incurred with the sale of products, including shipping and handling. Cost of services revenue includes direct costs incurred to support the obligations covered by development services contracts (mainly employees and subcontractors costs). Research and development costs associated with product development (including normal customer support which generates product improvement) are recorded in research and development expenses.
Research and development costs
Research costs are expensed as incurred. Development costs are recognized as an intangible asset if the Company can demonstrate:
•the technical feasibility of completing the intangible asset so that it will be available for use or sale;
•its intention to complete the asset and use or sell it;
•its ability to use or sell the asset;
•how the asset will generate future economic benefits;
•the availability of adequate resources to complete the development and to use or sell the asset; and
•the ability to measure reliably the expenditure during development.
Beginning in 2015, certain development costs incurred at the end of the product development cycle when the criteria for capitalization are met, became material as the Company began making its product available on more operator networks which require significant testing and qualification work in order to finalize the product for sale on that network. In 2021, the Company capitalized costs for the development of the chipsets for LTE NB-IoT (the Monarch 2). In 2021, 2022 and 2023, the Company also capitalized costs for the development for LTE Category 1 and the development of the 5G chipsets. The intangible assets are tested for impairment annually. (See Notes 4.4 and 8 to the Consolidated Financial Statements).
Research and development costs associated with product development (including normal customer support which generates product improvements) are recorded in operating expense. In some cases, the Company has negotiated agreements with customers and partners whereby the Company provides certain development services beyond its normal practices or planned product roadmap. Amounts received from these agreements are recorded in services revenue. Direct costs incurred by the Company as a result of the commitments in the agreements are recorded in cost of revenue. Other research and development costs related to the projects covered by the agreements, but which would have been incurred by the Company without the existence of such agreements are recorded in research and development expense.
Government grants, loans and research tax credits
The Company operates in certain jurisdictions which offer government grants or other incentives based on the qualifying research expense incurred or to be incurred in that jurisdiction. These incentives are recognized as the qualifying research expense is incurred if there is reasonable assurance that all related conditions will be complied with and the grant will be received. When the grant relates to an expense item, it is recognized as a reduction of the related expense over the period necessary to match the grant on a systematic basis to the costs that it is intended to compensate. Any cash received in advance of the expenses being incurred is recorded as a liability.
Some long-term research projects are also financed through low-interest forgivable loans. The present value of forgivable loans is calculated based on expected future payments discounted using the interest rate applied for standard loans with the same maturity. The difference between present value and amount received is accounted for as a grant.
F-17
Sequans Communications S.A.
Notes to the Consolidated Financial Statements—(Continued)
Where loans or similar assistance provided by governments or related institutions are interest-free, the present value is calculated based on expected future payments discounted using the interest rate applied for standard loans with the same maturity. The difference between present value and amount received is accounted for as a grant.
The Company also benefits from research incentives in the form of tax credits which are detailed in Note 4.4 to the Consolidated Financial Statements. When the incentive is available only as a reduction of taxes owed, such incentive is accounted for as a reduction of tax expense; otherwise, it is accounted for as a government grant with the benefit recorded as a reduction of research and development costs, whether capitalized or expensed.
Financial income and expense
Financial income and expense include:
•interest expense related to accounts receivable financing, the debt component of convertible debt, bridge loans, government loans, lease contracts, upfront payments, financing components of customer contracts and a supplier payable with extended payment terms;
•other expenses paid to financial institutions for financing operations;
•foreign exchange gains and losses;
•change in fair value of financial assets and liabilities
•impact of convertible debt amendments; and
•impact of convertible debt reimbursement.
The Company reflects foreign exchange gains and losses related to hedges (through derivatives) of euro-based operating expenses in operating expenses.
Taxation
Current income tax
Current income tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted at the reporting date.
Current income tax relating to items recognized directly in equity is recognized in equity.
Deferred income tax
Deferred income tax is provided using the liability method on temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.
Deferred income tax liabilities are recognized for all taxable temporary differences, except with respect to taxable temporary differences associated with investments in subsidiaries where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.
Deferred income tax assets are recognized for all deductible temporary differences, carry forwards of unused tax credits and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences and the carry forwards of unused tax credits and unused tax losses can be utilized.
The carrying amount of deferred income tax assets is reviewed at the reporting date and adjusted to the extent that it is probable that sufficient future taxable profit will be available to allow all or part of the deferred income tax asset to be utilized.
Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the statement of financial position date.
Deferred income tax relating to items recognized directly in equity is recognized in equity.
Deferred income tax assets and deferred income tax liabilities are offset if a legally enforceable right of offset exists.
F-18
Sequans Communications S.A.
Notes to the Consolidated Financial Statements—(Continued)
Value added tax
Revenue, expenses and assets are recognized net of the amount of value added tax except:
•where the value added tax incurred on a purchase of assets or services is not recoverable from the tax authorities, in which case the value added tax is recognized as part of the cost of acquisition of the asset or as part of the expense item as applicable; and
•receivables and payables that are stated with the amount of value added tax included.
Value added tax recoverable consists of value added tax paid by the Company to vendors and suppliers located in the European Union, in the United Kingdom and in Israel, and recoverable from the tax authorities. Value added tax recoverable is collected on a monthly or quarterly basis.
Inventories
Inventories consist primarily of the cost of semiconductors, including wafer fabrication, assembly, testing and packaging; components; and modules purchased from subcontractors. Inventories are valued at the lower of cost (determined using the weighted average cost method) or net realizable value (estimated market value less estimated cost of completion and the estimated costs necessary to make the sale).
The Company writes down the carrying value of its inventories for estimated amounts related to the lower of cost or net realizable value, obsolescence or unmarketable inventory equal to the difference between the cost of inventory and the estimated net realizable value. The estimated net realizable value of the inventory is based on historical usage and assumptions about future demand, future product purchase commitments, estimated manufacturing yield levels and market conditions on a product-by-product basis. When the circumstances that previously caused inventories to be written down below cost no longer exist or when there is clear evidence of an increase in net realizable value because of changed economic circumstances, the amount of the write-down is reversed (i.e. the reversal is limited to the amount of the original write-down) so that the new carrying amount is the lower of the cost and the revised net realizable value.
Financial assets
Financial assets are classified, at initial recognition, as (1) measured at amortized cost, (2) fair value through other comprehensive income (OCI), or (3) fair value through profit or loss. The classification of financial assets at initial recognition depends on the financial asset’s contractual cash flow characteristics and Sequans’ business model for managing them. With the exception of trade receivables that do not contain a significant financing component or for which the Company has applied the practical expedient, the Company initially measures a financial asset at its fair value.
Receivables
Trade receivables are measured at amortized cost. Impairment losses on trade accounts receivable are estimated using the expected loss method, in order to take into account the risk of payment default throughout the lifetime of the receivables. Based on an analysis of historical credit losses, the Company has not applied any expected credit losses to its outstanding receivables as of the reporting date beyond specific provisions for doubtful accounts. The Company records an allowance for any specific account it considers as doubtful based on the particular circumstances of the account. The carrying amount of the receivable is thus reduced through the use of an allowance account, and the amount of the charge is recognized on the line “General and administrative expenses” in the Consolidated Statement of Operations. Subsequent recoveries, if any, of amounts previously provided for are credited against the same line in the Consolidated Statement of Operations. When a trade accounts receivable is uncollectible, it is written-off against the allowance account for trade accounts receivable.
Short-term investments
Short-term investments are financial instruments with an initial maturity of greater than 90 days, but less than one year, and are reported as current financial assets.
Deposits
Deposits are reported as non-current financial assets (loans and receivables) when their initial maturity is more than twelve months.
F-19
Sequans Communications S.A.
Notes to the Consolidated Financial Statements—(Continued)
Cash and cash equivalents
Cash and cash equivalents in the Consolidated Statements of Financial Position includes cash at banks, term deposits and money market funds, which correspond to highly liquid investments readily convertible to known amounts of cash and subject to an insignificant risk of change in value.
Property, plant and equipment
Property, plant and equipment is stated at cost less accumulated depreciation and any accumulated impairment loss. Depreciation is computed using the straight-line method over the estimated useful lives of each component. The Company presents right-of-use of lease contracts in property, plant and equipment and right of use assets are depreciated on a straight-line basis over the lease term. The useful lives most commonly used are the following:
| Machinery and equipment | 3 to 5 years | |||||||
| Building and leasehold improvements | Lesser of 6 years or the life of the lease | |||||||
| Computer equipment | ||||||||
| Furniture and office equipment | ||||||||
Impairment tests are performed whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If any indication exists, the Company estimates the asset’s recoverable amount, which is the higher of the fair value less cost to sell and the value in use. Where the carrying amount exceeds that recoverable amount, the asset is considered impaired and it is written down to its recoverable amount.
Depreciation expense is recorded in cost of revenue or operating expenses, based on the function of the underlying assets.
Intangible assets
Intangible assets, which primarily consist of purchased licenses for development or production technology and tools, as well as standard-related patent licenses and development costs meeting the criteria for capitalization, are stated at cost less accumulated amortization and any accumulated impairment loss. Amortization is computed using the straight-line method over the estimated useful life of each component. Acquired licenses are amortized over their contractual life or years in the case of perpetual licenses. Capitalized development costs are generally amortized over periods ranging from 3 to 5 years, representing the expected life of the related technology.
Useful lives are reviewed on a regular basis and changes in estimates, when relevant, are accounted for on a prospective basis. The amortization expense is recorded in cost of revenue or operating expenses, based on the function of the underlying assets.
Impairment tests are performed whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If any indication exists, the Company estimates the asset’s recoverable amount, which is the higher of the fair value less cost to sell and the value in use. Where the carrying amount exceeds that recoverable amount, the asset is considered impaired and it is written down to its recoverable amount.
Costs of equity transactions
Incremental costs directly attributable to the equity transaction are recorded as a deduction from equity.
Provisions
Provisions are recognized when the Company has a present obligation (legal or constructive) as a result of a past event for which it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Where the Company expects some or all of a provision to be reimbursed, for example under an insurance contract, the reimbursement is recognized as a separate asset but only when the reimbursement is virtually certain. The expense relating to any provision is presented in operating income (loss) net of any reimbursement.
Provisions include the provision for pensions and post-employment benefits. Pension funds in favor of employees are maintained in France, the United Kingdom, Singapore, the United States, Finland and Israel, and they comply with the respective legislation in each country and are financially independent of the Company. The pension funds are generally financed by employer and employee contributions and are accounted for as defined contribution plans with the employer contributions recognized as expense as incurred. There are no actuarial liabilities in connection with these plans.
F-20
Sequans Communications S.A.
Notes to the Consolidated Financial Statements—(Continued)
Share-based payment transactions
Employees (including senior executives and members of the board of directors) and certain service providers of the Company receive remuneration in the form of share-based payment transactions, whereby they render services as consideration for equity instruments (“equity-settled transactions”).
The cost of equity-settled transactions is measured by reference to the fair value at the date on which they are granted. The exercise price is based on closing market price on the date of grant.
The cost of equity-settled transactions is recognized, together with a corresponding increase in equity, over the period in which the performance and/or service conditions are fulfilled, ending on the date on which the beneficiary becomes fully entitled to the award (the “vesting date”). The cumulative expense recognized for equity-settled transactions at each reporting date until the vesting date reflects the extent to which the vesting period has expired and the Company’s best estimate of the number of equity instruments that will ultimately vest which includes assumptions on the number of awards to be forfeited due to the employees’ failing to fulfill the service condition, and forfeitures following the non-completion of performance conditions. The Consolidated Statement of Operations charge or credit for a period represents the movement in cumulative expense recognized as at the beginning and end of that period.
Financial liabilities
Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans and borrowings, payables, or as derivatives designated as hedging instruments in an effective hedge, as appropriate.
All financial liabilities are recognized initially at fair value and, in the case of loans and borrowings, net of directly attributable transaction costs.
Non derivative financial liabilities are subsequently measured at amortized cost whereas derivative liabilities not designated as hedging instruments are recognized at fair value through profit or loss.
Convertible debt
The Company evaluates at initial recognition of a convertible debt the different components and features of the hybrid instruments and determines whether these elements are equity instruments or embedded derivatives which require bifurcation. In subsequent periods, the liability component is accounted for using the effective interest method, based on the expected maturity of the debt. The equity component is not remeasured, while embedded derivatives unless closely related to the host instruments, are recorded at fair value through the Consolidated Statement of Operations.
As described in Note 14.1 to the Consolidated Financial Statements, the Company issued debt with an option to convert into shares of the Company in April 2015, April 2016, October 2017 and September 2018. The convertible notes were amended several times to extend term of the notes and reduce conversion rates.
On March 20, 2020, the convertible notes issued in April 2015, April 2016, September 2018, May 2019 and August 2019 were amended to grant the Company three options to extend the term of each note, except for the August 2019 notes which have two options. Each option will give the Company the right to extend the term of such note by one year and consequently reset the conversion price to a 20% premium above the 20-day volume weighted average price (VWAP) if it is lower than the existing conversion price. On the first option exercise, the payment-in-kind interest (PIK) will stay at 7% but the holder will be granted a warrant for 10% of the value of the note with a three-year term, at an exercise price of 20% premium above 20-day VWAP. On the second option exercise, the PIK will be adjusted to 9.5%, the previous warrants granted on the first option exercise will be extended by one year and the holder will be granted an additional warrant for 15% of the value of the note with a three year term, at an exercise price of 20% premium above 20-day VWAP. On the third option exercise, the PIK will be adjusted to 13.5%, and the holder will be granted an additional warrant for 20% of the value of the note with a three year term, at an
F-21
Sequans Communications S.A.
Notes to the Consolidated Financial Statements—(Continued)
exercise price of 20% premium above 20-day VWAP. If at any time, the holder converts a note prior to the date of April 2022, it will receive an extra year’s worth of PIK so as to incentivize early conversion. In consideration for entering into the amendments, the warrants that noteholder owns that were scheduled to expire April 2021 were extended to April 2024 upon the signing of the note amendments.
From an accounting perspective, the amendment of the convertible notes resulted in the extinguishment of the existing notes and issuance of five new notes, accounted for as compound financial instruments with two components:
•A liability component reflecting the Company’s contractual obligation to pay interest and redeem the notes in cash; and
•An embedded derivative, which reflects the Company's call options to extend the term of each note, the conversion option of Nokomis and in certain cases a repricing to decrease the conversion price.
The change in the liability component before and after the amendment was recorded in the Consolidated Statement of Operations in “Convertible debt amendments”.
The fair value of the liability component on the amendment date represented the fair value of a similar liability that does not have an associated equity conversion feature, calculated as the net present value of contractually determined future cash flows, discounted at the rate of interest applied by the market at the time of issue to instruments of comparable credit status and providing substantially the same cash flows, on the same terms, but without the conversion option. The Company used 26.3% as the market rate of interest in order to value the liability components.
The embedded derivatives of the notes were valued using the Geometric Brownian Motion framework relying on Monte-Carlo simulations. On March 20, 2020, the initial fair value of the embedded derivative of the notes was recorded in Other Capital reserves in shareholders' equity. The change in fair value is remeasured and recorded in the Consolidated Statement of Operations as financial income or loss at each statement of financial position date.
On April 9, 2021, the Company issued a note with options to convert into shares of the Company, limited to such conversion resulting in the noteholder owning more than 10% of the Company's outstanding shares. The Company retains an option to call the convertible debt under certain circumstances after 12 months, either in full or in part. If a change of control occurs at any time prior to the payment of the note in full, the noteholder shall have the right, in its sole discretion, to require Sequans to convert or redeem all of the outstanding principal amount (including accrued interest and unpaid interest).
As described in Note 14.1, the note was accounted for as compound financial instruments with two components:
•A liability component reflecting the Company’s contractual obligation to pay interest and redeem the bonds in cash; and
•An embedded derivative, which reflects the value of the conversion option.
The initial fair value of the notes was split between these two components.
The fair value of the liability component on the issuance date represented the fair value of a similar liability that does not have an associated equity conversion feature, calculated as the net present value of contractually determined future cash flows, discounted at the rate of interest applied by the market at the time of issue to instruments of comparable credit status and providing substantially the same cash flows, on the same terms, but without the conversion option. The Company used 20.89% as the market rate of interest in order to value the liability components of the note on issuance. The embedded derivative of the note was valued using the Geometric Brownian Motion framework relying on Monte-Carlo simulations. The change in fair value is remeasured and recorded as financial income or loss at each statement of financial position date.
On August 15, 2022, the Company elected to exercise the first option of the amendment signed on March 20, 2020 to extend the maturity of the convertible note issued in August 2019 to August 16, 2023. On August 15, 2023, the Company elected to exercise the second option of the amendment to extend the maturity of the convertible note to April 16, 2024. This resulted in the extinguishment of the existing note and issuance of a new note for accounting purposes. Therefore, the fair value of the debt just prior to amendment was estimated in order to record a gain on extinguishment in the Consolidated Statement of Operations in “Convertible debt amendments. The amended debt was accounted for as compound financial instruments with two components:
•A liability component reflecting the Company’s contractual obligation to pay interest and redeem the notes in cash; and
•An embedded derivative, which reflects the value of the conversion option.
F-22
Sequans Communications S.A.
Notes to the Consolidated Financial Statements—(Continued)
In early April 2024, both note holders agreed to stay repayment of the notes until April 26, 2024. In late April, the Company began discussions to extend the standstill agreements, which are still in process as of April 30, 2024.
Short-term debt secured by accounts receivables
As described in Note 14.3 to the Consolidated Financial Statements, the Company has a factoring agreement with a French financial institution. The Company transfers to the finance company all invoices issued to qualifying customers, and the customers are instructed to settle the invoices directly with the finance company. Because there is recourse to the Company for amounts that are overdue, the Company retains all receivables on its Consolidated Statement of Financial Position until they are paid and any amounts drawn on the line of credit are reflected in short-term debt. The Company pays a commission on the face value of the accounts receivable submitted, which is recorded in General and Administration expense, and pays interest on any draw-down of the resulting line of credit.
In February 2021, the Company entered into an agreement to finance the 2021 research tax credit as it is earned over the year. The Company transfers to the finance company research tax credit receivable on a quarterly basis. Because there is recourse to the Company for amount not paid by the French tax administration, the Company retains all receivables on its Consolidated Statement of Financial Position until the French tax administration reimburses the finance company. Amounts drawn on the line of credit are reflected in short-term debt and commissions in the Consolidated Statement of Operations as financial expense. In March 2022, the Company entered into another agreement to finance the 2022 research tax credit, and in March 2023, the Company agreed to finance the 2023 research tax credit.
Lease contracts
Except for leases related to low-value assets and short-term lease, lease contracts, as defined under IFRS 16 "Leases", are recorded in the Statement of Consolidated Financial Position, through the recognition of:
•an asset representing a right-of-use of the asset leased during the lease term of the contract; and
•a liability related to the payment obligation.
At the commencement date of the lease, the Company recognizes a lease liability measured at the present value of the remaining lease payments to be made over the lease term, discounted using the Company’s incremental borrowing rate. The liability increases by the accrued interest resulting from the initial discounting of the lease liability and decreases by the payments made.
Right-of-use assets are depreciated on a straight-line basis over the lease term and tested for impairment when required.
Derivative financial instruments and hedge accounting
The Company uses financial instruments, including derivatives such as foreign currency forward and options contracts, to reduce the foreign exchange risk on cash flows from firm and highly probable commitments denominated in euros. The effective portion of the gain or loss on the hedging instrument is recognized directly as other comprehensive income (loss) in the cash flow hedge reserve, while any ineffective portion is immediately accounted for in financial results in the Consolidated Statement of Operations. Amounts recognized as other comprehensive income (loss) are transferred to the Consolidated Statement of Operations when the hedged transaction affects profit or loss. If the forecasted transaction is no longer expected to occur, the cumulative gain or loss previously recognized in equity is transferred to the Consolidated Statement of Operations.
All derivative financial instruments are recorded at fair value. Changes in fair value are recorded in current earnings or other comprehensive income (loss), depending on whether the derivative is designated as a hedge, its effectiveness as a hedge, and the type of hedge transaction. Any change in the fair value of the derivatives deemed ineffective as a hedge is immediately recognized in earnings.
Commitments
Commitments comprise primarily purchase commitments with third-party manufacturers for future deliveries of equipment and components, which are described in Note 21 to the Consolidated Financial Statements.
F-23
2.4. Significant accounting judgments, estimates and assumptions
In the process of applying the Company’s accounting policies, management must make judgments and estimates involving assumptions. These judgments and estimates can have a significant effect on the amounts recognized in the financial statements and the Company reviews them on an ongoing basis taking into consideration past experience and other relevant factors. The evolution of the judgments and assumptions underlying estimates could cause a material adjustment to the carrying amounts of assets and liabilities as recognized in the financial statements. The most significant management judgments and assumptions in the preparation of these financial statements are:
Revenue recognition
The Company’s policy for revenue recognition, in instances where multiple deliverables are sold contemporaneously to the same counterparty, is in accordance with IFRS 15 Revenue from contracts with customers. The application of IFRS 15 to contracts with customers requires management to make certain judgments, the most significant of which are outlined below. These judgments are based on an analysis of the facts and circumstances surrounding the transactions on a contract-by-contract basis.
Determination of performance obligations within a contract
The Company applies judgment in determining whether a promised good or service is a performance obligation under the terms of the contract and whether multiple promised goods or services should be accounted for separately or together as a bundle.
Allocation of contract consideration to distinct performance obligations based on their relative stand-alone selling prices
Typically, contracts state the value of individual promised goods and services directly. However, in instances where the fair value is not observable, management applies judgment in determining the relative stand-alone selling price for goods and services.
Estimation of percentage-of-completion based on the input method
For service contracts that are recognized over time based on the percentage-of-completion, the Company sets up an initial budget at contract inception and tracks the progress to completion based on time and costs incurred by the employees directly working on each project. Management reviews the progress and performance of open contracts in order to determine the best estimate of estimated costs at completion on a quarterly basis and updates the revenue recognized as necessary.
Trade receivables
The Company records an allowance for any specific account it considers as doubtful based on the particular circumstances of the account. Additional allowances could be required if the Company receives information that the financial condition of its customers has deteriorated, resulting in an impairment of their ability to make payments, or there are indicators that amounts receivable will become uncollectible.
Inventories
As disclosed in Note 2.3 to the Consolidated Financial Statements, the Company writes down the carrying value of its inventory to the lower of cost or net realizable value. The estimated net realizable value of the inventory is based on historical usage and assumptions about future demand, future product purchase commitments, estimated manufacturing yield levels and market conditions on a product-by-product basis. Actual demand may differ from the forecast established by the Company, which may materially impact recorded inventory values and cost of revenue.
Share-based compensation
As disclosed in Note 13 to the Consolidated Financial Statements, the Company has various share-based compensation plans for employees and non-employees that may be affected, as to the expense recorded in the Consolidated Statements of Operations, by changes in valuation assumptions. Fair value of stock options is estimated by using the binomial model on the date of grant based on certain assumptions, including, among others expected volatility, the expected option term, the risk-free interest rate and the expected dividend payout rate. The fair value of the Company’s shares underlying stock option grants equals the closing price on the New York Stock Exchange on the date of grant.
F-24
Fair value of financial instruments
Fair value corresponds to the quoted price for listed financial assets and liabilities. The Company determined that the fair values of cash, trade receivables and trade payables approximate their carrying amounts largely due to the short-term maturities of these instruments.
Where no active market exists, the Company establishes fair value by using a valuation technique determined to be the most appropriate in the circumstances.
Regarding compound debt instruments, the fair value of debt component was determined at the date of issuance using a valuation model that requires judgment, including estimating the change in value of the Company at different dates and market yields applicable to the Company’s straight debt (without the conversion option). The assumptions used in calculating the value of the conversion option, the expected volatility of the Company’s underlying stock price which has experienced fluctuations, and the market discount rate, represent the Company’s best estimates based on management’s judgment and subjective future expectations. The fair value of debt component were supported by work performed by an independent valuation specialist engaged by the Company.
Research and Development Costs
Costs incurred internally in research and development activities are charged to expense until technological feasibility has been established for the project. Once technological feasibility is established, development costs are capitalized until the product is available for general release to customers. Judgment is required in determining when technological feasibility of a product is established. We have determined that technological feasibility for our software products is reached after all high-risk development issues have been resolved. Generally, this occurs when the preliminary design review has been done.
Leases
The application of IFRS 16 “Leases” requires the Company to make assumptions and estimates in order to determine the value of the right-of-use assets and lease liabilities, which mainly relates to the determination of the Company’s incremental borrowing rate.
3. Segment information and Disaggregated Revenue Disclosures
The Company has one operating segment, which is the design and marketing of semiconductor components for cellular wireless systems. All information required to be disclosed under IFRS 8 Operating Segments is shown in the Consolidated Financial Statements and these associated Notes.
Sales to external customers disclosed below are based on the geographical location of the customers to which the Company invoices. The following table sets forth the Company’s total revenue by region for the periods indicated.
| Year ended December 31, | ||||||||||||||||||||
| 2021 | 2022 | 2023 | ||||||||||||||||||
| (in thousands) | ||||||||||||||||||||
| Asia : | ||||||||||||||||||||
| China (including Hong-Kong) | $ | $ | $ | |||||||||||||||||
| Taiwan | ||||||||||||||||||||
| Korea | ||||||||||||||||||||
| Rest of Asia | ||||||||||||||||||||
| Total Asia | ||||||||||||||||||||
| Germany | ||||||||||||||||||||
| United States of America | ||||||||||||||||||||
| Rest of world | ||||||||||||||||||||
| Total revenue | $ | $ | $ | |||||||||||||||||
Of our total revenue, 96.2 % is attributable to international sales for the year ended December 31, 2023 (99.8 % for 2022 and 99.6 % for 2021).
F-25
Sequans Communications S.A.
Notes to the Consolidated Financial Statements—(Continued)
The Company categorizes its total revenue based on technology.
| Year ended December 31, | ||||||||||||||||||||
| 2021 | 2022 | 2023 | ||||||||||||||||||
| (in thousands) | ||||||||||||||||||||
| Broadband IoT | $ | $ | $ | |||||||||||||||||
| Massive IoT | ||||||||||||||||||||
| Total revenue | $ | $ | $ | |||||||||||||||||
Additionally, the Company categorize its total revenue based on product, license and services revenue.
| Year ended December 31, | ||||||||||||||||||||
| 2021 | 2022 | 2023 | ||||||||||||||||||
| (in thousands) | ||||||||||||||||||||
| Product | $ | $ | $ | |||||||||||||||||
| License | ||||||||||||||||||||
| Development and other services | ||||||||||||||||||||
| Total revenue | $ | $ | $ | |||||||||||||||||
License revenue includes, in particular, license fees from agreements signed with strategic partners. See Note 19 to these Consolidated Financial Statements.
The substantial majority of the Company’s non-current assets are held by the parent company, Sequans Communications S.A. and located in France. See Note 20.3 to these Consolidated Financial Statements for information about major customers.
4. Other income and expenses
4.1. Financial income and expenses
Financial income:
| Year ended December 31, | |||||||||||||||||
| 2021 | 2022 | 2023 | |||||||||||||||
| (in thousands) | |||||||||||||||||
| Income from short-term investments and term deposits and other finance revenue | $ | $ | $ | ||||||||||||||
| Impact of debt reimbursement (Notes 14.1 and 14.2) | |||||||||||||||||
| Convertible debt amendments (Note 14.1) | |||||||||||||||||
Change in fair value of convertible debt derivative (Note 14.1) | |||||||||||||||||
| Foreign exchange gain | |||||||||||||||||
| Total financial income | $ | $ | $ | ||||||||||||||
Financial expenses:
| Year ended December 31, | |||||||||||||||||
| 2021 | 2022 | 2023 | |||||||||||||||
| (in thousands) | |||||||||||||||||
| Interest on loans | $ | $ | $ | ||||||||||||||
| Interest on lease contracts (see Note 15) | |||||||||||||||||
| Interest on financing component of long term development services agreement (see Notes 18 and 19) | |||||||||||||||||
| Interest on supplier payable with extended payment terms | |||||||||||||||||
| Other bank fees and financial charges | |||||||||||||||||
| Foreign exchange loss | |||||||||||||||||
| Total financial expenses | $ | $ | $ | ||||||||||||||
F-26
Sequans Communications S.A.
Notes to the Consolidated Financial Statements—(Continued)
For the year ended December 31, 2023, interest on loans included $9,566,000 related to convertible debt instruments issued in 2021 and 2019, the French government debt financing received in 2020 and bridge loans received in later 2023 (compared with $8,094,000 and $7,334,000 for the years ended December 31, 2022 and 2021, respectively which also included government loans granted in 2015 and convertible debt instruments issued in 2018, 2016 and 2015, and the venture debt issued in 2018 in the year ended December 31, 2021) (See Note 14.1 to the Consolidated Financial Statements).
The net foreign exchange loss of $692,000 for the year ended December 31, 2023 (2022: net foreign exchange gain of $1,082,000 ; 2021: net foreign exchange gain $938,000 ) arises primarily from euro-based monetary liabilities.
For the year ended December 31, 2023, a gain of $3,200,000 (2022 : gain of $6,878,000 ; 2021: gain of $3,848,000 ) was recognized, related to the change in fair value of the convertible debt embedded derivative (See Note 14.1 to the Consolidated Financial Statements).
For the year ended December 31, 2023, income of $247,000 (2022: gain of $476,000 ) was recognized related to the impact of the convertible debt amendment (see Note 14.1 to the Consolidated Financial Statements).
For the year ended December 31, 2021, a gain of $5,177,000 was recognized related to the impact of the convertible debts reimbursement (see Note 14.1 to the Consolidated Financial Statements) and of the prepayment in full of the venture debt (see Note 14.2 to the Consolidated Financial Statements).
4.2. Cost of revenue and operating expenses
The tables below present the cost of revenue and operating expenses by nature of expense:
| Year ended December 31, | ||||||||||||||||||||||||||
| Note | 2021 | 2022 | 2023 | |||||||||||||||||||||||
| (in thousands) | ||||||||||||||||||||||||||
| Included in cost of revenue: | ||||||||||||||||||||||||||
| Cost of components | $ | $ | $ | |||||||||||||||||||||||
| Depreciation and impairment | 7 | |||||||||||||||||||||||||
| Amortization of intangible assets | 8 | |||||||||||||||||||||||||
| Wages and benefits | ||||||||||||||||||||||||||
| Share-based payment expense | 13 | |||||||||||||||||||||||||
| Assembly services, royalties and other | ||||||||||||||||||||||||||
| $ | $ | $ | ||||||||||||||||||||||||
| Year ended December 31, | ||||||||||||||||||||||||||
| Note | 2021 | 2022 | 2023 | |||||||||||||||||||||||
| (in thousands) | ||||||||||||||||||||||||||
| Included in operating expenses (between gross profit and operating result): | ||||||||||||||||||||||||||
| Depreciation and impairment | 7 | $ | $ | $ | ||||||||||||||||||||||
| Amortization of intangible assets | 8 | |||||||||||||||||||||||||
| Wages and benefits | ||||||||||||||||||||||||||
| Share-based payment expense | 13 | |||||||||||||||||||||||||
| Foreign exchange (gains) losses related to hedges of euro | ( | ( | ||||||||||||||||||||||||
| Other, net | ( | ( | ( | |||||||||||||||||||||||
| $ | $ | $ | ||||||||||||||||||||||||
F-27
4.3. Employee benefits expense
| Year ended December 31, | ||||||||||||||||||||||||||
| Note | 2021 | 2022 | 2023 | |||||||||||||||||||||||
| (in thousands) | ||||||||||||||||||||||||||
| Wages and salaries | $ | $ | $ | |||||||||||||||||||||||
| Social security costs and other payroll taxes | ||||||||||||||||||||||||||
| Other benefits | ||||||||||||||||||||||||||
| Pension costs | ( | |||||||||||||||||||||||||
| Share-based payment expenses | 13 | |||||||||||||||||||||||||
| Total employee benefits expense | $ | $ | $ | |||||||||||||||||||||||
The amount recognized as an expense for mandatory social tax contributions amounts to $1,465,000 for the year ended December 31, 2023 ($1,434,000 and $1,398,000 for the years ended December 31, 2021 and 2022, respectively).
4.4. Research and development expense and tax credit receivable
The research tax credit in France is deducted from corporate income taxes due; if taxes due are not sufficient to cover the full amount of the credit, the balance is received in cash three years later (one year later if the Company is below certain size criteria, which was the case for each of the years ended December 31, 2023, 2022 and 2021). Total research tax credit receivable as of December 31, 2023 is $9,714,000 , ($5,006,000 relating to tax credits receivables for 2023, $4,460,000 for 2022, $137,000 for 2021 and $111,000 for 2020). Part of the amount was financed in 2023 and the remaining amount is expected to be recovered in 2024 and 2029 in cash (see Note 14.3 to the Consolidated Financial Statements).
The Company also has research tax credits available in the United Kingdom.
In the years ended December 31, 2021, 2022 and 2023, the Company capitalized costs related to the development of chipsets for 5G, and related to certification of various products. In the year ended December 31, 2021, the Company also capitalized costs related to the development of chipsets for LTE NB-IoT (Monarch N/Monarch 2).
The impact of the reduction of research and development expense due to government grants, research tax credit and development costs capitalized was as follows:
| Year ended December 31, | ||||||||||||||||||||
| 2021 | 2022 | 2023 | ||||||||||||||||||
| (in thousands) | ||||||||||||||||||||
| Research and development costs | $ | $ | $ | |||||||||||||||||
| Research tax credit | ( | ( | ( | |||||||||||||||||
| Government and other grants | ( | ( | ( | |||||||||||||||||
| Development costs capitalized (*) | ( | ( | ( | |||||||||||||||||
| Amortization of capitalized development costs | ||||||||||||||||||||
| Total research and development expense | $ | $ | $ | |||||||||||||||||
(*) Reflecting reduction for research tax credits of $2,145,000 , $1,924,000 and $1,587,000 for the years ended December 31, 2023, 2022 and 2021, respectively.
F-28
5. Income tax
The major components of income tax expense are:
| Year ended December 31, | ||||||||||||||||||||
| 2021 | 2022 | 2023 | ||||||||||||||||||
| (in thousands) | ||||||||||||||||||||
| Consolidated Statement of Operations | ||||||||||||||||||||
| Current income tax expense | $ | $ | $ | |||||||||||||||||
| Deferred income tax expense (benefit) | ( | |||||||||||||||||||
| Income tax expense (benefit) | $ | $ | $ | |||||||||||||||||
In the years ended December 31, 2023 and 2022, withholding taxes were retained from a license fee invoiced in China. This withholding was only recoverable the year of the invoicing. As the parent company was in a tax loss position, the amount of $1,875,000 in 2023 and $2,250,000 in 2022 was not recoverable and was recorded in Income tax expense.
A reconciliation of income taxes computed at the French statutory rate 25.00 % for the years ended December 31, 2023 and 2022 (26.50 % for the year ended December 31, 2021) to the income tax expense (benefit) is as follows:
| Year ended December 31, | ||||||||||||||||||||
| 2021 | 2022 | 2023 | ||||||||||||||||||
| (in thousands) | ||||||||||||||||||||
| Profit (loss) before income taxes | $ | ( | $ | ( | $ | ( | ||||||||||||||
| At France’s statutory income tax rate of 26.5% in 2021 and 25% in 2022 and in 2023 | ( | ( | ( | |||||||||||||||||
| Non-deductible share-based payment expense | ||||||||||||||||||||
| Tax credits | ( | ( | ( | |||||||||||||||||
| Impact of the extinguishment of the convertible debts after amendment | — | |||||||||||||||||||
| Impact of debt reimbursement | — | — | ||||||||||||||||||
| Permanent differences and other | ( | |||||||||||||||||||
| Withholding tax | ||||||||||||||||||||
| Unrecognized benefit of tax losses carryforward | ||||||||||||||||||||
| Income tax expense (income) | $ | $ | $ | |||||||||||||||||
Significant components of the Company’s deferred tax assets and liabilities are as follows:
F-29
| Consolidated Statement of Financial Position | Equity | Consolidated Statement of Operations | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| December 31, | December 31, | Year ended December 31, | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2021 | 2022 | 2023 | 2021 | 2022 | 2023 | 2021 | 2022 | 2023 | ||||||||||||||||||||||||||||||||||||||||||||||||
| (in thousands) | (in thousands) | (in thousands) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Government loan | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Intangible assets | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Cash flow hedge | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Remeasurement of non-monetary accounts | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Convertible debts and venture debt - liability | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other provisions and accruals | ( | ( | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
| From subsidiaries | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Deferred tax asset not recognized on losses (Loss available for offsetting against future taxable income) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | $ | $ | ( | |||||||||||||||||||||||||||||||||||||||||||||||
The changes in deferred tax assets and liabilities were as follows:
| 2021 | 2022 | 2023 | ||||||||||||||||||
| (in thousands) | ||||||||||||||||||||
| At January 1st | $ | $ | $ | |||||||||||||||||
| Tax expense (income) during the year recognized in Profit or Loss | ( | |||||||||||||||||||
| Tax expense (income) during the year recognized in equity | ||||||||||||||||||||
| Effect of foreign exchange | ( | ( | ||||||||||||||||||
| At December 31st | $ | $ | $ | |||||||||||||||||
As of December 31, 2023 the Company had accumulated tax losses which arose in France of $402,130,063 that are available for offset against future taxable profits of Sequans Communications S.A within a limit of one million euro per year, plus 50% of the profit exceeding this limit. Remaining unapplied losses would continue to be carried forward indefinitely.
Deferred tax assets were recognized in 2021, 2022 and 2023 only to the extent that deferred tax liabilities existed relating to the same taxable entity, which are expected to reverse in the same period as the asset or into which a tax loss may be carried forward.
6. Earnings (loss) per share
Basic earnings (loss) per share and American Deposit Shares (ADS) amounts are calculated by dividing net income (loss) for the year attributable to all shareholders of the Company by the weighted average number of all shares or ADS outstanding during the year.
Diluted earnings per share and ADS amounts are calculated by dividing the net earnings attributable to equity holders of the Company by the weighted average number of shares or ADS outstanding during the year plus the weighted average number of shares or ADS that would be issued on the exercise of all the dilutive stock options and warrants, and upon vesting of restricted stock awards as well as conversion of convertible debt. Dilution is defined as a reduction of earnings per share or ADS or an increase of loss per share or ADS. As the exercise of all outstanding stock options and warrants as well as vesting as restricted stock awards and conversion of convertible debt, would decrease loss per ordinary share or ADS, they are considered to be anti-dilutive and excluded from the calculation of loss per ordinary share or ADS.
Basic and diluted earnings (loss) per ADS presented below reflect the ADS ratio in which each ADS represents 4 ordinary shares.
F-30
The following reflects the income and share data used in the basic and diluted earnings (loss) per ordinary share and ADS computations:
| Year ended December 31, | ||||||||||||||||||||
| 2021 | 2022 | 2023 | ||||||||||||||||||
| (in thousands, except share and per share data) | ||||||||||||||||||||
| Profit (Loss) | $ | ( | $ | ( | $ | ( | ||||||||||||||
| Weighted average number of shares outstanding for basic EPS | ||||||||||||||||||||
| Net effect of dilutive stock options | ||||||||||||||||||||
| Net effect of dilutive warrants | ||||||||||||||||||||
| Net effect of vesting of restricted stock | ||||||||||||||||||||
| Net effect of conversion of convertible notes | ||||||||||||||||||||
| Weighted average number of shares outstanding for diluted EPS | ||||||||||||||||||||
| Basic earnings (loss) per share | $ | ( | $ | ( | $ | ( | ||||||||||||||
| Diluted earnings (loss) per share | $ | ( | $ | ( | $ | ( | ||||||||||||||
| ADS outstanding for basic and diluted earnings (loss) per ADS | ||||||||||||||||||||
| Basic earnings (loss) per ADS | $ | ( | $ | ( | $ | ( | ||||||||||||||
| Diluted earnings (loss) per ADS | $ | ( | $ | ( | $ | ( | ||||||||||||||
F-31
7. Property, plant and equipment
Property, plant and equipment include:
| Leasehold improvements | Plant and equipment | IT and office equipment | Right of use | Total | ||||||||||||||||||||||||||||
| (in thousands) | ||||||||||||||||||||||||||||||||
| Cost: | ||||||||||||||||||||||||||||||||
| At January 1, 2021 | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Additions | ||||||||||||||||||||||||||||||||
| Disposals | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||
| Reclassification | ( | |||||||||||||||||||||||||||||||
| Exchange difference | ( | |||||||||||||||||||||||||||||||
| At December 31, 2021 | ||||||||||||||||||||||||||||||||
| Additions | ||||||||||||||||||||||||||||||||
| Disposals | ( | ( | ( | ( | ||||||||||||||||||||||||||||
| Exchange difference | ( | ( | ( | ( | ||||||||||||||||||||||||||||
| At December 31, 2022 | ||||||||||||||||||||||||||||||||
| Additions | ||||||||||||||||||||||||||||||||
| Disposals | ( | ( | ( | ( | ||||||||||||||||||||||||||||
| Exchange difference | ||||||||||||||||||||||||||||||||
| At December 31, 2023 | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Depreciation and impairment: | ||||||||||||||||||||||||||||||||
| At January 1, 2021 | ||||||||||||||||||||||||||||||||
| Depreciation charge for the year | ||||||||||||||||||||||||||||||||
| Reclassification | ( | |||||||||||||||||||||||||||||||
| Disposals | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||
| Exchange difference | ( | |||||||||||||||||||||||||||||||
| At December 31, 2021 | ||||||||||||||||||||||||||||||||
| Depreciation charge for the year | ||||||||||||||||||||||||||||||||
| Disposals | ( | ( | ( | ( | ||||||||||||||||||||||||||||
| Exchange difference | ( | ( | ( | ( | ||||||||||||||||||||||||||||
| At December 31, 2022 | ||||||||||||||||||||||||||||||||
| Depreciation charge for the year | ||||||||||||||||||||||||||||||||
| Impairment | ||||||||||||||||||||||||||||||||
| Disposals | ( | ( | ( | |||||||||||||||||||||||||||||
| Exchange difference | ||||||||||||||||||||||||||||||||
| At December 31, 2023 | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Net book value: | ||||||||||||||||||||||||||||||||
| At January 1, 2021 | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| At December 31, 2021 | ||||||||||||||||||||||||||||||||
| At December 31, 2022 | ||||||||||||||||||||||||||||||||
| At December 31, 2023 | $ | $ | $ | $ | ||||||||||||||||||||||||||||
Right-of-use assets as of December 31, 2023 relate to real-estate leases ($7,212,000 , gross, $6,859,000 , gross as of December 31, 2022 and $6,474,000 , gross as of December 31, 2021) as well as IT and office equipment leases ($220,000 , gross, $220,000 , gross as of December 31, 2022 and 2021).
In the year ended December 31, 2023, the Company recognized an impairment loss of $707,000 related to a production equipment with the carrying amount is not recoverable.
F-32
Sequans Communications S.A.
Notes to the Consolidated Financial Statements—(Continued)
8. Intangible assets
Intangible assets include:
| Capitalized development costs | Licenses | Total | |||||||||||||||
| (in thousands) | |||||||||||||||||
| Cost: | |||||||||||||||||
| At January 1, 2021 | $ | $ | $ | ||||||||||||||
| Additions | |||||||||||||||||
| Disposals | |||||||||||||||||
| Exchange difference | |||||||||||||||||
| At December 31, 2021 | |||||||||||||||||
| Additions | |||||||||||||||||
| Disposals | ( | ( | |||||||||||||||
| Exchange difference | ( | ( | |||||||||||||||
| At December 31, 2022 | |||||||||||||||||
| Additions | |||||||||||||||||
| Disposals | ( | ( | |||||||||||||||
| Exchange difference | ( | ( | |||||||||||||||
| At December 31, 2023 | $ | $ | $ | ||||||||||||||
| Depreciation and impairment: | |||||||||||||||||
| At January 1, 2021 | $ | $ | $ | ||||||||||||||
| Amortization | |||||||||||||||||
| Impairment | |||||||||||||||||
| Exchange difference | |||||||||||||||||
| At December 31, 2021 | |||||||||||||||||
| Amortization | |||||||||||||||||
| Impairment | |||||||||||||||||
| Disposals | ( | ( | |||||||||||||||
| Exchange difference | ( | ( | |||||||||||||||
| At December 31, 2022 | |||||||||||||||||
| Amortization | |||||||||||||||||
| Disposals | ( | ( | |||||||||||||||
| Exchange difference | |||||||||||||||||
| At December 31, 2023 | $ | $ | $ | ||||||||||||||
| Net book value: | |||||||||||||||||
| At January 1, 2021 | $ | $ | $ | ||||||||||||||
| At December 31, 2021 | |||||||||||||||||
| At December 31, 2022 | |||||||||||||||||
| At December 31, 2023 | $ | $ | $ | ||||||||||||||
In the year ended December 31, 2021, the Company started capitalizing costs related to the development of the 5G. At December 31, 2023, capitalized development costs included $18.4 million related to the 5G ($25.5 million at December 31, 2022 and $14.2 million at December 31, 2021).
F-33
9. Inventories
| At December 31, | ||||||||||||||||||||
| 2021 | 2022 | 2023 | ||||||||||||||||||
| (in thousands) | ||||||||||||||||||||
| Components | $ | $ | $ | |||||||||||||||||
| Finished goods | ||||||||||||||||||||
| Total inventories at cost | $ | $ | $ | |||||||||||||||||
| Provision for slow-moving or damaged components | $ | $ | $ | |||||||||||||||||
| Provision for slow-moving or damaged finished goods | ||||||||||||||||||||
| Total provision for slow-moving or damaged inventory | $ | $ | $ | |||||||||||||||||
| Components, net | $ | $ | $ | |||||||||||||||||
| Finished goods, at the lower of cost and net realizable value | ||||||||||||||||||||
| Total net inventories | $ | $ | $ | |||||||||||||||||
The provisions for slow-moving or damaged inventory are related to units either damaged or in excess of the units needed to serve the expected demand for identified customers and projects. In the year ended December 31, 2022, the Company recorded expense related to certain components whose lead-times increased during the COVID-19 and other supply chain constraints, that ultimately were not used in production and expired. This represented $340,000 of the 2022 provision. In the year ended December 31, 2023, the Company recorded an additional expense of $126,000 and some components were physically scrapped resulting in a provision reversal of $104,000 . At December 31, 2023 the provision related to those components represented $362,000 . The remaining amount of $2,568,000 in depreciation is related to finished goods and components in excess of the units needed to serve the expected demand for identified customers and projects.
10. Trade receivables and contract assets
Trade receivables and contract assets are non-interest bearing. Trade receivables generally have 30-90 day payment terms.
| At December 31, | ||||||||||||||||||||
| 2021 | 2022 | 2023 | ||||||||||||||||||
| (in thousands) | ||||||||||||||||||||
| Trade receivables | $ | $ | $ | |||||||||||||||||
| Contract assets | ||||||||||||||||||||
| Provision for credit notes to be issued | ( | ( | ( | |||||||||||||||||
| Provisions on trade receivables | ( | ( | ( | |||||||||||||||||
| Net trade receivables | $ | $ | $ | |||||||||||||||||
In the years ended December 31, 2023, 2022 and 2021, the Company recorded credit notes primarily related to customer rebate programs and product returns. Such rebates are recorded as a reduction of revenue in the same period that the product is delivered.
The movements in the provision for impairment of receivables were as follows:
| December 31, | ||||||||||||||||||||
| 2021 | 2022 | 2023 | ||||||||||||||||||
| (in thousands) | ||||||||||||||||||||
| At January 1, | $ | $ | $ | |||||||||||||||||
| Charge for the year | ||||||||||||||||||||
| Utilized amounts | ( | |||||||||||||||||||
| Unutilized amounts | — | |||||||||||||||||||
| At year end | $ | $ | $ | |||||||||||||||||
F-34
Sequans Communications S.A.
Notes to the Consolidated Financial Statements—(Continued)
In the year ended December 31, 2021, the Company recognized a provision for impairment of $65,000 . In the years ended December 31, 2022 and 2023, no new trade receivables were impaired. Trade receivables impaired are related primarily to significantly aged receivables, which the Company no longer expects to collect although still subject to enforcement.
As at year end, the aging analysis of trade receivables and contract assets that were not impaired is as follows:
| Total | Neither past due nor Impaired | Past due but not impaired | ||||||||||||||||||||||||||||||||||||
| <30 days | 30-60 days | 60-120 days | >120 days | |||||||||||||||||||||||||||||||||||
| (in thousands) | ||||||||||||||||||||||||||||||||||||||
| At December 31, 2021 | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| At December 31, 2022 | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| At December 31, 2023 | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
Due to its historical experience, the Company does not assign credit risk rating grades to its trade receivables, but assesses credit risk at the customer level. Based on an analysis of historical credit losses, the Company has not applied any expected credit losses to its outstanding receivables as of the year end beyond specific provisions for doubtful accounts.
11. Cash, cash equivalents and short-term deposits
| At December 31, | ||||||||||||||||||||
| 2021 | 2022 | 2023 | ||||||||||||||||||
| (in thousands) | ||||||||||||||||||||
| Cash at banks | $ | $ | $ | |||||||||||||||||
| Cash equivalents | ||||||||||||||||||||
| Short-term deposits | ||||||||||||||||||||
| Cash, cash equivalents and deposits | $ | $ | $ | |||||||||||||||||
Cash at banks earns no interest. Cash equivalents in money market funds and short-term deposits are invested for short-term periods depending on the immediate cash requirements of the Company, and earn interest at market rates for short-term investments. The fair value of cash, cash equivalents and short-term deposits is equal to book value. Most of the cash, cash equivalents and short-term deposits is held in U.S. dollar and euros as follows:
| At December 31, | ||||||||||||||||||||
| 2021 | 2022 | 2023 | ||||||||||||||||||
| (in thousands) | ||||||||||||||||||||
| U.S. dollar denominated accounts | $ | $ | $ | |||||||||||||||||
| Euro denominated accounts | ||||||||||||||||||||
| GBP denominated accounts | ||||||||||||||||||||
| SGP denominated accounts | ||||||||||||||||||||
| NIS denominated accounts | ||||||||||||||||||||
| RMB denominated accounts | ||||||||||||||||||||
| Other currencies denominated accounts | ||||||||||||||||||||
| Cash, cash equivalents and short-term deposits | $ | $ | $ | |||||||||||||||||
F-35
Sequans Communications S.A.
Notes to the Consolidated Financial Statements—(Continued)
12. Issued capital and reserves
The share capital of Sequans Communications S.A. is denominated in euros, as required by law in France. Any distributions to shareholders are denominated in euros. Amounts of capital and reserves presented in the Consolidated Statements of Financial Position in U.S. dollars have been translated using historical exchange rates.
On June 24, 2022, the Company reduced its share capital and premium by $2,283,000 and $325,180,000 , respectively, reducing accumulated deficits by $327,463,000 . The nominal value of shares has decreased from €0.02 to €0.01 after the transaction was completed.
On June 27 2023, the Company reduced its accumulated deficits by $12,727,000
Authorized capital, in number of shares
Authorized capital includes all shares issued as well as all potential shares which may be issued upon exercise of stock options, warrants, restricted share awards and conversion of convertible debt, or which the shareholders have otherwise authorized for specific capital increases. There is no impact on shareholders from the capital reduction as no shares have been cancelled or rights varied, and there is no change in the net asset position of the Company. At December 31, 2023, taking into account resolutions for capital increases approved by the shareholders in June 2023, authorized capital was 421,418,563 ordinary shares with a nominal value of €0.01 each (244,254,014 ordinary shares at December 31, 2021 with a nominal value of €0.02 and 361,639,977 ordinary shares at December 31, 2022, respectively with a nominal value of €0.01 ).
There is one category of authorized shares: ordinary shares. The ratio of ordinary shares per ADS is four shares represented by one ADS.
Shares issued and fully paid
| At December 31, | ||||||||||||||||||||||||||||||||||||||
| 2021 | 2022 | 2023 | ||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | |||||||||||||||||||||||||||||||||
| (in thousands, except for share data) | ||||||||||||||||||||||||||||||||||||||
| Ordinary shares | € | € | € | |||||||||||||||||||||||||||||||||||
| Converted to U.S. dollars at historical exchange rates | $ | $ | $ | |||||||||||||||||||||||||||||||||||
Other capital reserves
Other capital reserves include the accumulated share-based payment expense as of period end, the counterpart of which is in retained earnings (accumulated deficit) as the expense is reflected in profit and loss, as well as the fair value of the convertible debt embedded derivatives at the time of conversion rate was fixed in 2016, the change in fair value of the conversion options resulting from the 2017 and 2018 amendments, the value of the conversion option of the 2018 and 2019 convertibles, the value of warrants issued to the holder of the 2015 convertible note in connection with the September 2018 amendment, the value of warrants issued to the holder of the venture debt, the value of warrants issued to the holder of the 2019 convertible note in connection with the August 2022 and August 2023 amendments, the deferred tax impact related to the equity component of the convertible debts and venture debt, the initial fair value of the convertible debt embedded derivatives at the time the amendments were signed in 2020, the reversal of deferred tax liabilities on the equity component of the amended convertible debts and the value of the conversion option of the 2015, 2016 and 2019 convertibles debts.
Dividend rights
Dividends may be distributed from the statutory retained earnings and additional paid-in capital, subject to the requirements of French law and the by-laws of Sequans Communications S.A. There were no distributable retained earnings at December 31, 2021, 2022 or 2023. Dividend distributions by the Company, if any, will be made in euros.
Capital transactions
On September 26, 2023, the Company increased its capital in connection with a private offering with 272 Capital Master Fund Ltd by issuing 8,480,564 ordinary shares at $0.7075 per ordinary share (or $2.06 per ADS). The total gross proceeds from the offering amounted to $5,999,999 . Accordingly, issued capital in the Consolidated Statement of Financial Position was increased by $89,046 recorded in share capital and by $5,910,953 in share premium. Costs directly attributable to the equity transaction amounting to approximately $0.1 million were deducted from the share premium.
F-36
Sequans Communications S.A.
Notes to the Consolidated Financial Statements—(Continued)
On April 12, 2023, the Company increased its capital in connection with a private offering to 272 Capital Master Fund Ltd, Lynrock Lake Master Fund LP and several other institutional investors by issuing 38,834,952 ordinary shares at $0.515 per ordinary share (or $2.06 per ADS). The total gross proceeds from the offering amounted to $20,000,000 . Accordingly, issued capital in the Consolidated Statement of Financial Position was increased by $423,301 recorded in share capital and by $19,576,699 in share premium. Costs directly attributable to the equity transaction amounting to approximately $0.4 million were deducted from the share premium.
On January 11, 2022, the Company increased its capital in connection with a private offering with a strategic partner, Renesas Electronics Corporation by issuing 7,899,020 ordinary shares at $1.175 per ordinary share (or $4.70 per ADS). The total gross proceeds from the offering amounted to $9,281,349 . Accordingly, issued capital in the Consolidated Statement of Financial Position was increased by $178,802 recorded in share capital and by $9,102,547 in share premium. Costs directly attributable to the equity transaction amounting to approximately $0.1 million were deducted from the share premium.
On March 11, 2022, the Company increased its capital in connection with a public offering by issuing 30,666,668 ordinary shares (including 4,000,000 shares from the underwriters' over-allotment option) at $0.75 per ordinary share (or $3.00 per ADS). The total gross proceeds from the offering amounted to $23,000,001 . Accordingly, issued capital in the Consolidated Statement of Financial Position was increased by $674,813 recorded in share capital and by $22,325,188 in share premium. Costs directly attributable to the equity transaction amounting to approximately $2.0 million were deducted from the share premium.
On April 9, 2021, the Company increased its capital in connection with a private placement with Lynrock Lake Master Fund LP by issuing 7,272,724 ordinary shares at $1.375 per ordinary share (or $5.50 per ADS). The total offering amounted to $9,999,996 . Accordingly, issued capital in the Consolidated Statement of Financial Position was increased by $172,698 recorded in share capital and by $9,827,297 in share premium. Costs directly attributable to the equity transaction amounting to approximately $0.1 million were deducted from the share premium.
On January 13, 2021, January 17, 2021 and February 12, 2021, Nokomis Capital, L.L.C, converted portions of the convertible note issued in 2015 totaling a principal value of $7,750,000 , plus accrued interest and conversion bonus of $4,536,438 , into a total of 7,227,308 ordinary shares. $175,239 was recorded in share capital in the Consolidated Statement of Financial Position and $12,111,185 in share premium.
In the years ended December 31, 2021, 2022 and 2023, ordinary shares were issued upon exercise of options and warrants as described in Note 13 to the Consolidated Financial Statements.
13. Share-based payment plans
The expense recognized for employee and other services received during the year ended December 31, 2023 and arising from equity-settled share-based payment transactions was $7,104,000 (2021: $5,135,000 ; 2022: $5,477,000 ). Of this total, $111,000 in 2023 (2021: $76,000 ; 2022: $124,000 ), related to warrants plans for consultants considered equivalent to employees.
The breakdown is as follows:
Year ended December 31, | |||||||||||||||||
| 2021 | 2022 | 2023 | |||||||||||||||
| (in thousands) | |||||||||||||||||
| Cost of revenue | $ | $ | $ | ||||||||||||||
| Research and development | $ | $ | $ | ||||||||||||||
| Sales and marketing | $ | $ | $ | ||||||||||||||
| General and administrative | $ | $ | $ | ||||||||||||||
| Total | $ | $ | $ | ||||||||||||||
Stock options, warrants and restricted share awards give the right to acquire ordinary shares. The exercise price for options and warrants is based on the closing market price on the effective date of grant. There is no exercise price for restricted share awards; the beneficiary receives title to the underlying ordinary shares with no cash payment at the end of the vesting period. In general, the contractual life of the stock options and warrants is years. There are no cash settlement alternatives, and the Company has not developed a practice of cash settlement.
There have been no cancellations or modifications to any of the plans during the years ended December 31, 2021, 2022 or 2023.
F-37
Sequans Communications S.A.
Notes to the Consolidated Financial Statements—(Continued)
General employee stock option and restricted shares awards
All employees of the French parent company and its subsidiaries are entitled to a grant of stock options or restricted shares awards.
In general, vesting of the stock options occurs over four years , with 25 % vesting after the first anniversary of grant and the remaining 75 % vesting monthly over the remaining 36 months. Restricted shares awards (RSA) vest over four years , with either 25 % vesting after the 1 -year anniversary of the grant and the remaining 75 % of the grant vesting quarterly over the remaining 3 years, or with 50 % vesting after the 2 -year anniversary of the grant and the remaining 50 % vesting quarterly over the remaining 2 years. From time to time, vesting of founders' warrants, stock options and restricted shares may be linked to employee performance with different vesting periods. Vested restricted shares may be sold only beginning years after the effective date of grant.
All expenses related to these plans have been recorded in the Consolidated Statement of Operations in the same line items as the related employees’ cash-based compensation.
Warrant plans for board members and consultants
The Company awards warrants to members of the board of directors following approval by the shareholders and to a limited number of consultants who have long-term relationships with the Company. Vesting may be over a one-year, -year, -year or -year period, or may be immediate, depending on the nature of the service contract. All expenses related to these plans have been recorded in the Consolidated Statements of Operations in the same line items as the related service provider’s cash-based compensation.
Movements in the periods presented
The following table illustrates the number of shares (ADS equivalents are not presented) and weighted average exercise prices (WAEP) of, and movements in, stock options and warrants during the period:
| December 31, | ||||||||||||||||||||||||||||||||||||||
| 2021 | 2022 | 2023 | ||||||||||||||||||||||||||||||||||||
| Number | WAEP | Number | WAEP | Number | WAEP | |||||||||||||||||||||||||||||||||
| Outstanding at January 1, | $ | $ | $ | |||||||||||||||||||||||||||||||||||
| Granted during the year | $ | $ | $ | |||||||||||||||||||||||||||||||||||
| Forfeited during the year | ( | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||
Exercised during the year(1) | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||
| Expired during the year | ( | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||
| Outstanding at period end | $ | $ | $ | |||||||||||||||||||||||||||||||||||
| Of which, warrants for consultants equivalent to employees | $ | $ | $ | |||||||||||||||||||||||||||||||||||
| Exercisable at period end | $ | $ | $ | |||||||||||||||||||||||||||||||||||
| Of which, warrants for consultants equivalent to employees | $ | $ | $ | |||||||||||||||||||||||||||||||||||
(1)The weighted average share estimated fair value at the dates of exercise of these options was $1.78 in 2021.
The following table illustrates the number of, and movements in, restricted shares awards (RSA) based on the number of ordinary shares (ADS equivalents are not presented) during the period:
| December 31, | ||||||||||||||||||||
| 2021 | 2022 | 2023 | ||||||||||||||||||
| Outstanding at January 1, | ||||||||||||||||||||
| Granted during the year | ||||||||||||||||||||
| Forfeited during the year | ( | ( | ( | |||||||||||||||||
| Vested during the year | ( | ( | ( | |||||||||||||||||
| Outstanding at period end | ||||||||||||||||||||
F-38
Sequans Communications S.A.
Notes to the Consolidated Financial Statements—(Continued)
Exercise prices are denominated in U.S. dollars. Euro-denominated exercise prices were converted to U.S. dollars at the historical exchange rate for purposes of presentation in this table.
The weighted average remaining contractual life of stock options and warrants outstanding as December 31, 2023 was 2.6 years (2022: 2.8 years; 2021: 3.0 years).
The range of exercise prices per share for stock options and warrants outstanding at December 31, 2023 was $0.54 - $3.31 , $0.62 - $3.31 at December 31, 2022 and $0.89 —$3.31 at December 2021.
The weighted average fair value of stock options and warrants granted during the year ended December 31, 2023 was $0.27 (2022: $0.34 ; 2021: $0.72 ). The weighted average fair value of the restricted shares awards granted during the year ended December 31, 2023 was $0.66 (2022: $0.91 ; 2021: $1.14 ). The fair value is measured at the grant date. The following table lists the inputs to the models used for determining the value of the grants made for the years ended December 31, 2021, 2022 and 2023:
| December 31, | ||||||||||||||||||||
| 2021 | 2022 | 2023 | ||||||||||||||||||
| Dividend yield (%) | ||||||||||||||||||||
| Expected volatility (%) | ||||||||||||||||||||
| Risk–free interest rate (%) | ||||||||||||||||||||
| Assumed annual lapse rate of awards (%) | 15 for all except 2 for warrants and a limited group of beneficiaries | 20 for all except 2 for BSA and a limited group of beneficiaries | 20 for all except 2 for BSA and a limited group of beneficiaries | |||||||||||||||||
| Sell price multiple (applied to exercise price) | ||||||||||||||||||||
| Weighted average share price ($) | ||||||||||||||||||||
| Model used | Binomial | Binomial | Binomial | |||||||||||||||||
For the years ended December 31, 2022 and 2021 the expected volatility assumption is based on the Company’s volatility since its initial public offering in 2011. For the year ended December 31, 2023, the 6-year volatility of the Company has been used.
Stock options and warrants can be exercised during a period after the vesting date until the plan terminates. In the pricing model, the assumption was made that plan participants will exercise before the end of the exercise period if the share price reaches a certain multiple of the exercise price.
If a sell-price multiple of 3 instead of 2 had been used (no impact on the restricted shares) and if the weighted average share price used in the pricing model had been decreased by 10 %, share-based payment total compensation for stock options, warrants and restricted shares awards granted through December 31, 2023 would have decreased by approximately (7.51 )% (2022: (9.40 )%; 2021: (8.18 )%).
The expected life of the stock options and warrants is based on historical data and is not necessarily indicative of exercise patterns that may occur. The expected volatility reflects the assumption that the historical volatility is indicative of future trends, which may also not necessarily be the actual outcome.
F-39
Sequans Communications S.A.
Notes to the Consolidated Financial Statements—(Continued)
14. Interest-bearing loans and borrowings
| At December 31, | ||||||||||||||||||||||||||
| Note | 2021 | 2022 | 2023 | |||||||||||||||||||||||
| (in thousands) | ||||||||||||||||||||||||||
| Current | ||||||||||||||||||||||||||
| Convertible debt | 14.1 | |||||||||||||||||||||||||
| Convertible debt embedded derivative | 14.1 | |||||||||||||||||||||||||
| Unsecured related party loan | 14.2 | |||||||||||||||||||||||||
| Interest-bearing receivables financing | 14.3 | |||||||||||||||||||||||||
| Total current portion | $ | $ | $ | |||||||||||||||||||||||
| Non-current | ||||||||||||||||||||||||||
| Convertible debt | 14.1 | $ | $ | $ | ||||||||||||||||||||||
| Convertible debt embedded derivative | 14.1 | |||||||||||||||||||||||||
| Total non-current portion | $ | $ | $ | |||||||||||||||||||||||
As of December 31, 2023, the Company had no drawn or undrawn committed borrowing or overdraft facilities in place.
14.1. Convertible debt
On April 14, 2015, the Company entered into a convertible note agreement with Nokomis Capital, L.L.C., one of the Company’s shareholders, regarding the issuance and sale of a convertible note in the principal amount of $12 million (the “2015 note”), which note was convertible into the Company’s shares, nominal value €0.02 per share, at a conversion rate of 540.5405 shares for each $1,000 principal amount of the 2015 note, subject to certain adjustments, which equated to an initial conversion price of $1.85 per share. On October 30, 2017, the convertible note was amended to extend the term from April 14, 2018 to April 14, 2019. On September 27, 2018, the convertible note was further amended to extend the term by two years to April 14, 2021, and to decrease the conversion price from $1.85 to $1.70 per share. In addition, the Company issued to Nokomis, for a total subscription price of $1.00 , warrants to acquire 1,800,000 shares at an exercise price of $1.70 per share. Such warrants are exercisable at any time and had an expiration date of April 14, 2021.
On April 27, 2016, the Company entered into a convertible note agreement with Nokomis Capital, L.L.C. and two other financial institutions (the “Holders”) regarding the issuance and sale of convertible notes in the aggregate principal amount of $7.16 million (the “2016 notes”), which are convertible into the Company’s shares. The initial conversion price of the 2016 notes was $2.7126 per share. On October 30, 2017, the convertible note agreement was amended to extend the term from April 27, 2019 to April 27, 2020. In addition, the conversion price was decreased from $2.71 to $2.25 per share.
On September 27, 2018, the Company entered into a convertible note agreement with Nokomis Capital, L.L.C. in the principal amount of $4.5 million (the "2018 notes") under which the convertible note matures in April 2021 and is subordinated to certain venture debt to be issued by the Company and is convertible, at the holder’s option, into the company’s shares at a conversion rate of $1.70 per share. On September 27, 2018, all of the convertible notes issued in 2015 and convertible notes with a principal amount of $6 million issued in 2016 were amended to allow the convertible notes to be subordinated to certain venture debt to be issued by the Company.
On October 26, 2018, the Company further amended the 2015 note, the 2016 note and the 2018 note with Nokomis to clarify the terms of the subordination of these convertible notes to the Company’s venture debt holder.
On May 7, 2019, the Company entered into a convertible note agreement with Nokomis Capital, L.L.C. in the principal amount of $3.0 million (the "2019-1 notes"). The convertible note matures in April 2021 and is convertible, at the holder’s option, into the Company’s shares at a conversion rate of $1.21 per share.
On August 16, 2019, the Company entered into a convertible note agreement with Nokomis Capital, L.L.C. in the principal amount of $5.0 million (the "2019-2 notes"). The convertible note matures in August 2022 and is convertible, at the holder’s option, into the Company’s shares at a conversion rate of $1.03 per share.
F-40
Sequans Communications S.A.
Notes to the Consolidated Financial Statements—(Continued)
Effective February 11, 2020, the Company amended the terms of the convertible note issued April 27, 2016 to Nokomis Capital, L.L.C., to extend the maturity of the note to April 14, 2021. In addition, the conversion price was reduced from $2.25 to $1.225 per ordinary share.
Effective March 20, 2020, the convertible notes issued in April 2015, April 2016, September 2018, May 2019 and August 2019 were amended to grant the Company three options to extend the term of each note, except for the August 2019 which has two options. Each option will give the Company the right to extend the term of such note by one year and consequently reset the conversion price to a 20 % premium above the 20-day volume weighted average price (VWAP) if it is lower than the existing conversion price. On the first option exercise, the payment-in-kind interest (PIK) will stay at 7 % but the holder will be granted a warrant for 10 % of the value of the note with a three year term, at an exercise price of 20 % premium above 20-day VWAP. On the second option exercise, the PIK will be adjusted to 9.5 %, the previous warrants granted on the first option exercise will be extended by one year and the holder will be granted an additional warrant for 15 % of the value of the note with a three year term, at an exercise price of 20 % premium above 20-day VWAP. On the third option exercise, the PIK will be adjusted to 13.5 %, and the holder will be granted an additional warrant for 20 % of the value of the note with a three year term, at an exercise price of 20 % premium above 20-day VWAP. If at any time, the holder converts a note prior to the date of August 2023, it will receive an extra year’s worth of PIK as a bonus so as to incentivize conversion. In consideration for entering into the amendments, the warrants that Nokomis owns that were scheduled to expire April 2021 were extended to April 2024 upon the signing of the note amendments.
The 2015, 2016, 2018 and 2019 notes (together, “the Nokomis Notes”) are unsecured obligations of the Company. The Nokomis Notes issued in 2015, 2016, 2018 and in May 2019 matured on April 14, 2021, and the 2019-2 Nokomis Note will mature on August 16, 2022, except if the Company exercises its option to extend the term of the notes as provided in the March 20, 2020 amendments. The Company has considered that the options to extend the terms will be exercised and therefore, has included the Nokomis Notes in non-current liabilities on the statement of financial position at December 31, 2020 and 2021. The Nokomis Notes are not redeemable prior to maturity. The accreted principal amounts of the Nokomis Notes are convertible at any time or times on or after the issuance dates until maturity, in whole or in part, subject to certain adjustments for significant corporate events, including certain dilutive issuances, dividends, stock splits and other similar events. Interest accrues on the unconverted portion of the Nokomis Notes at the rate of 7 % per year (unless the above options are exercised), and is paid in kind annually on the anniversaries of the issuance of the Nokomis Notes. The Nokomis Notes also provide for customary events of default which, if any of them occurs, would permit or require the principal of and accrued interest on the Nokomis Notes to become or to be declared due and payable.
In the event of a recapitalization, reorganization, reclassification, consolidation, merger, sale of all or substantially all of the Company’s assets or other transaction, which in each case results in the Company’s shareholders receiving stock, securities or assets with respect to or in exchange for their ADSs or ordinary shares, the holders shall elect, at their option, either (a) to require the Company to repurchase for cash the entire accreted principal amount of the Nokomis Notes or (b) to convert the Nokomis Notes in their entirety.
The Nokomis Notes contain customary ongoing covenants of the Company. In addition, the Nokomis Notes provide that the Company will not grant a consensual security interest or pledge its personal property assets to a third-party lender (with certain limited exceptions) during the time that the notes are outstanding. Any amendment or waiver of the terms of the Notes requires the affirmative consent of the holders.
On January 13, 2021, January 17, 2021 and February 12, 2021, Nokomis Capital, L.L.C, converted portions of the convertible note issued in 2015 with a total principal value of $7,750,000 plus accrued interest and conversion bonus of $4,536,438 , into a total of 7,227,308 ordinary shares. The recalculated fair value of the embedded derivatives related to the note at the conversion dates was $6,534,000 and the change of the fair value amounted to a loss of $3,269,000 . The difference between the capital increase, the liability component and the fair value of the embedded option has been recorded in Other Capital Reserves in shareholders’ equity for an amount of $5,386,000 .
On April 9, 2021, the Company entered into a convertible note agreement with Lynrock Lake Master Fund LP in the principal amount of $40.0 million (the "Lynrock Lake Note"). The Lynrock Lake Note matures in April 2024 and is convertible, at the holder’s option, into the Company’s shares at a conversion rate of $1.915 per share (representing $7.66 per ADS), subject to a 9.9 % ownership limit for Lynrock Lake. The Lynrock Lake Note earns interest annually at an interest rate of 5.0625 % for cash payments or 6 % for payment in kind accruals. The Company retains an option to call the Lynrock Lake Note under certain circumstances after 12 months, either in full or in part. If a change of control occurs at any time prior to the payment of the note in full, Lynrock Lake Master Fund LP shall have the right, in its sole discretion, to require the Company to convert or redeem all of the outstanding principal amount (including accrued interest and unpaid interest). In the event that the note is not converted and the Company does not repay the amount due on the maturity date, the interest rate automatically increases to 8% beginning April 10, 2024.
F-41
Sequans Communications S.A.
Notes to the Consolidated Financial Statements—(Continued)
The Lynrock Lake Note was accounted for as compound financial instruments with two components:
•A liability component reflecting the Company’s contractual obligation to pay interest and redeem the bonds in cash; and
•An embedded derivative, which reflects the value of the conversion option.
The initial fair value of the notes was split between these two components.
The fair value of the liability component on the issuance date represented the fair value of a similar liability that does not have an associated equity conversion feature, calculated as the net present value of contractually determined future cash flows, discounted at the rate of interest applied by the market at the time of issue to instruments of comparable credit status and providing substantially the same cash flows, on the same terms, but without the conversion option. The Company used 20.89 % as the market rate of interest in order to value the liability components of the note on issuance. The embedded derivative of the Lynrock Lake Note was valued using the Geometric Brownian Motion framework relying on Monte-Carlo simulations. On April 9, 2021, the initial fair value of the embedded derivative of the notes was calculated to be $12,713,000 The change in fair value is remeasured and recorded as financial income or loss at each Statement of Financial Position date.
On April 14, 2021, the Company repaid the remaining amount of the Nokomis Notes that were due on April 14 (Nokomis Notes issued in April 2015 and in September 2018) with accrued paid-in-kind interest of 7 %. $6,378,104 was repaid for the April 2015 convertible note ($4,250,000 in principal and $2,128,000 as accrued interest) and $5,346,699 ($4,500,000 in principal and $847,000 as accrued interest) for the September 2018 convertible note. The recalculated fair value of the embedded derivatives at the repayment date was $4,645,000 and was recorded as financial income in the Consolidated Statement of Operations and the change of the fair value amounted to a loss of $934,000 .
On August 15, 2022, the Nokomis Note issued in August 2019 arrived at maturity and the Company elected to exercise the first option of the amendment signed on March 20, 2020, to extend the maturity to August 16, 2023 in exchange for the issuance of 594,680 warrants (148,670 ADSs) to Nokomis at an exercise price of $1.03 per warrant ($4.12 per ADS). The expiration date of these warrants is August 15, 2025. In accordance with Article II of the amendment, the interest rate on the note increased to 9.5 % per annum effective August 15, 2022. Conversion price of the debt is unchanged. This resulted in the extinguishment of the existing note and issuance of a new note for accounting purposes. The amended debt was accounted for as compound financial instruments with two components:
•A liability component reflecting the Company’s contractual obligation to pay interest and redeem the notes in cash; and
•An embedded derivative, which reflects the value of the conversion option.
The value of the liability component at the extension date was $6,125,000 . The fair value of the new liability component represented the fair value of a similar liability that does not have an associated equity conversion feature, calculated as the net present value of contractually determined future cash flows, discounted at the rate of interest applied by the market at the time of issue to instruments of comparable credit status and providing substantially the same cash flows, on the same terms, but without the conversion option. The Company used 23.2 % as the market rate of interest in order to value the liability components for an amount of $5,454,000 . The change in the liability component before and after the extension and the fair value of the warrants granted was recorded for a gain of $476,000 in the Consolidated Statement of Operations in “Convertible debt amendments. The fair value of the embedded derivative of the note was calculated at the extinguishment date and the change in fair value of $343,000 was recorded as financial expenses in the Consolidated Statement of Operations.
On August 15, 2023, the Nokomis Note issued in August 2019 arrived at maturity and the Company elected to exercise the second option of the amendment signed on March 20, 2020, to extend the maturity to August 16, 2024 in exchange for the issuance of 1,244,820 warrants (311,205 ADSs) to Nokomis at an exercise price of $0.8092 per warrant ($3.2328 per ADS). The expiration date of these warrants is August 15, 2026. In accordance with Article II of the amendment, the interest rate on the note increased to 13.5 % per annum effective August 15, 2023. Conversion price of the debt is unchanged. This resulted in the extinguishment of the existing note and issuance of a new note for accounting purposes. The amended debt was accounted for as compound financial instruments with two components:
•A liability component reflecting the Company’s contractual obligation to pay interest and redeem the notes in cash; and
•An embedded derivative, which reflects the value of the conversion option.
On April 9, 2024, the Company secured standstill agreements from both convertible debt holders. The agreements granted an initial standstill period until April 26, 2024 that may be further extended subject to certain milestones being met. In late April, the Company began discussions to extend the standstill agreements, which are still in process as of April 30, 2024.
F-42
Sequans Communications S.A.
Notes to the Consolidated Financial Statements—(Continued)
The value of the liability component at the extension date was $6,707,000 . The fair value of the new liability component represented the fair value of a similar liability that does not have an associated equity conversion feature, calculated as the net present value of contractually determined future cash flows, discounted at the rate of interest applied by the market at the time of issue to instruments of comparable credit status and providing substantially the same cash flows, on the same terms, but without the conversion option. The Company used 21.9 % as the market rate of interest in order to value the liability components for an amount of $6,378,000 . The change in the liability component before and after the extension and the fair value of the warrants granted was recorded for a gain of $247,000 in the Consolidated Statement of Operations in “Convertible debt amendments. The fair value of the embedded derivative of the note was calculated at the extinguishment date and the change in fair value of $421,000 was recorded as financial expenses in the Consolidated Statement of Operations.
At December 31, 2023, the recalculated fair value of the remaining Nokomis Note and the Lynrock Lake Note embedded derivatives was a total of $3,000 ($3,203,000 and $10,081,000 at December 31, 2022 and 2021 respectively) and the change of the fair value of $3,200,000 for the year ended December 31, 2023 ($6,878,000 and $3,848,000 for the years ended December 31, 2022 and 2021, respectively) was recorded in the Consolidated Statement of Operations.
The conversion rates of the convertible notes outstanding as of December 31, 2023, are as follows:
| Conversion rate per share | Conversion rate per ADS | |||||||||||||
| 2019-2 Nokomis Note | $ | $ | ||||||||||||
| 2021 Lynrock Lake Note | $ | $ | ||||||||||||
14.2. Unsecured related party loan
On November 8, 2023, in connection with contemplated acquisition of the Company by Renesas Electronics Corporation ("Renesas") that was in process at the time (subsequently terminated in February 2024), the Company entered into a Security Purchase Agreement with Renesas Electronics America ("Renesas America") whereby Renesas America agreed to the issuance of an unsecured subordinated note (the “Note”) in an aggregate principal amount of $6.0 million, at a stated rate of interest of 9.5 % per annum. The principal amount and any accrued interest on the Note is due on the earliest to occur of (i) the written demand by the holder of the Note for repayment after the successful consummation of the offer by Renesas Electronics Europe GmbH, incorporated as a limited liability company under the laws of Germany (Gesellschaft mit beschränkter Haftung—GmbH) and a direct wholly owned subsidiary of Renesas, to acquire all of the Company’s outstanding ordinary shares, nominal value €0.01 per share (“Ordinary Shares”), including Ordinary Shares represented by American Depositary Shares (“ADSs”) and Ordinary Shares issuable upon the exercise or conversion or exchange of any outstanding options, warrants, convertible securities, restricted share awards or rights to purchase, subscribe for, or be allocated Ordinary Shares of the Company, for $0.7575 per Ordinary Share and $3.03 per ADS (the “Tender Offer”), (ii) 90 days after the termination of the Tender Offer (other than by reason of successful completion thereof), (iii) 90 days after the termination of the Memorandum of Understanding (the "MoU), dated as of August 4, 2023, by and between Renesas and the Company, and (iv) the date a Company Termination Fee (as defined in the MoU) is payable under the MoU.
On December 27, 2023, the Company entered into a second Security Purchase Agreement with Renesas America whereby Renesas America agreed to the issuance of a Note in an aggregate principal amount of $3.0 million, at a stated rate of interest of 9.5 % per annum.
Interest expense related to the Notes recorded during the year ended December 31, 2023 amounted to $127,000 ). No repayments of principal occurred during the year ended December 31, 2023.
On February 22, 2024, Renesas notified the Company that Renesas was terminating the MoU due its receipt of an adverse Japanese tax ruling on February 15, 2024 from the National Tax Agency of Japan.
On April 9, 2024, the Company secured a standstill agreements from Renesas. The agreement granted an initial standstill period until April 26, 2024 that may be further extended subject to certain milestones being met. In late April, the Company began discussions to extend the standstill agreement, which are still in process as of April 30, 2024.
F-43
Sequans Communications S.A.
Notes to the Consolidated Financial Statements—(Continued)
14.3. Interest-bearing financing of receivables
In June 2014, the Company entered into a factoring agreement with a French financial institution whereby a line of credit was made available equal to 90 % of the face value of accounts receivable from product sales to qualifying customers, up to the amount covered by the Company's credit insurance per customer. In July 2017, the Company signed an amendment to the initial agreement to include limited financing of accounts receivable from service sales of $800,000 . The Company transfers to the finance company all invoices issued to qualifying customers, and the customers are instructed to settle the invoices directly with the finance company. The Company pays a commission on the face value of the accounts receivable submitted and interest at SOFR 3 months USD +2 % which represents approximately a rate of 1.81 % on any draw-down of the resulting line of credit. In the event that the customer does not pay the invoice within 60 days of the due date, the receivable is excluded from the line of credit, and recovery becomes the Company’s responsibility. At December 31, 2023, $2,531,000 ($4,732,000 at December 31, 2022 and $5,651,000 at December 31, 2021) had been drawn on the line of credit and recorded as a current borrowing.
In February 2021, the Company entered into an agreement to finance the 2021 research tax credit receivable as it is earned over the year. At December 31, 2021, the amount financed was $3,867,000 , recorded as current liabilities and does not include retention of $1,562,000 , which was received in 2022 ($1,436,000 ) and in 2027 ($133,000 ). After the payment of the retention amount, the interest-bearing financing debt was netted with the research tax credit receivable. The effective interest rate of 6.20 % includes expenses related to the financing.
In March 2022, the Company entered into a new agreement to finance the 2022 research tax credit as it is earned over the year. At December 31, 2022, the amount financed was $2,991,000 , recorded as current liabilities and does not include retention of $1,249,000 , which $360,000 was received in 2023, $780,000 in January 2024 and $109,000 is expected to be received in 2028. The effective interest rate of 5.33 % includes expenses related to the financing.
In April 2023, the Company entered into a new agreement to finance the 2023 research tax credit as it is earned over the year. At December 31, 2023, the amount financed was $3,369,000 , recorded as current liabilities and does not include retention of $1,531,000 , which is expected to be received in 2024 ($1,409,000 ) and in 2029 ($122,000 ). The effective interest rate of 14.62 % includes expenses related to the financing.
15. Lease liabilities
The Company recognized right-of-use of assets of $2,146,000 (included in property, plant and equipment in the Consolidated Statements of Financial Position). Identified lease contracts mainly relate to real-estate rental agreements and IT and office equipment leases. The lease liabilities were discounted at an incremental borrowing rate of 14.2 %.
The table below presents the carrying amounts of right-of-use assets recognized and the movements during the period:
F-44
Sequans Communications S.A.
Notes to the Consolidated Financial Statements—(Continued)
| Real-estate | IT and office equipment | Total | |||||||||||||||
| (In thousands) | |||||||||||||||||
| As at January 1, 2021 | |||||||||||||||||
| Additions | |||||||||||||||||
| Disposals | ( | ( | ( | ||||||||||||||
| Depreciation expense | ( | ( | ( | ||||||||||||||
| Amortization disposals | |||||||||||||||||
| As at December 31, 2021 | $ | $ | $ | ||||||||||||||
| Additions | |||||||||||||||||
| Disposals | ( | ( | |||||||||||||||
| Depreciation expense | ( | ( | |||||||||||||||
| Amortization disposals | |||||||||||||||||
| As at December 31, 2022 | $ | $ | $ | ||||||||||||||
| Additions | |||||||||||||||||
| Disposals | ( | ( | |||||||||||||||
| Depreciation expense | ( | ( | |||||||||||||||
| Amortization disposals | |||||||||||||||||
| As at December 31, 2023 | $ | $ | $ | ||||||||||||||
The table below present the carrying amounts of lease liabilities and the movements during the period:
| Lease liabilities | Current | Non-current | |||||||||||||||
| (In thousands) | |||||||||||||||||
| As at January 1, 2021 | $ | $ | $ | ||||||||||||||
| Additions | |||||||||||||||||
| Disposals | ( | ||||||||||||||||
| Interests expense | |||||||||||||||||
| Foreign exchange loss (gain) | ( | ||||||||||||||||
| Payments | ( | ||||||||||||||||
| As at December 31, 2021 | $ | $ | $ | ||||||||||||||
| Additions | |||||||||||||||||
| Disposals | ( | ||||||||||||||||
| Interests expense | |||||||||||||||||
| Foreign exchange loss (gain) | ( | ||||||||||||||||
| Payments | ( | ||||||||||||||||
| As at December 31, 2022 | $ | $ | $ | ||||||||||||||
| Additions | |||||||||||||||||
| Disposals | ( | ||||||||||||||||
| Interests expense | |||||||||||||||||
| Foreign exchange loss (gain) | |||||||||||||||||
| Payments | ( | ||||||||||||||||
| As at December 31, 2023 | $ | $ | $ | ||||||||||||||
The rental charges relating to short-term and low value leases remained classified as operating expenses in the Consolidated Statements of Operations and amounted to $1,559,000 for the year ended December 31, 2023 ($1,248,000 and $1,411,000 for the years ended December 31, 2022 and 2021, respectively).
F-45
Sequans Communications S.A.
Notes to the Consolidated Financial Statements—(Continued)
16. Government grant advances and loans
| December 31, | ||||||||||||||||||||||||||
| Note | 2021 | 2022 | 2023 | |||||||||||||||||||||||
| (in thousands) | ||||||||||||||||||||||||||
| Current | ||||||||||||||||||||||||||
| Government grant advances | 16.1 | $ | $ | $ | ||||||||||||||||||||||
| Research project financing | 16.2 | |||||||||||||||||||||||||
| Government loans | 16.2 | |||||||||||||||||||||||||
| Accrued interest | 16.2 | |||||||||||||||||||||||||
| Total current portion | $ | $ | $ | |||||||||||||||||||||||
| Non-current | ||||||||||||||||||||||||||
| Government grant advances | 16.1 | $ | $ | $ | ||||||||||||||||||||||
| Research project financing | 16.2 | |||||||||||||||||||||||||
| Government loans | 16.3 | |||||||||||||||||||||||||
| Accrued interest | 16.2 | |||||||||||||||||||||||||
| Total non-current portion | $ | $ | $ | |||||||||||||||||||||||
Historically the Company has succeeded in obtaining partial financing of some its research and development projects in the form of government collaborative projects. In most cases, the financing is partly in the form of a grant, which is recorded as a reduction of research and development expense as the project progresses, and partly in the form of an interest-free or low-interest advance to be repaid after commercial launch of the financed product. When the Company is awarded a new project, the total amount of the financing is recorded as a receivable with a corresponding liability. The financing generally is paid partially upfront and then based on achievement of project milestones.
16.1. Government grant advances
In 2023, the Company was named as a participant in one new collaborative projects with combined funding of €428,000 ($436,000 using the exchange rate of the grant dates) which is expected to be released to the Consolidated Statement of Operations over the lives of the projects, estimated to be approximately three years .
In 2022, the Company was named as a participant in four new collaborative projects with combined funding of €1,376,000 ($1,364,000 using the exchange rate of the grant dates). Three of them are expected to be released to the Consolidated Statement of Operations over the lives of the projects, estimated to be approximately three years , one was fully released in the year ended December 31, 2022.
In 2021, the Company was named as a participant in two new collaborative projects with combined funding of €6,326,000 ($7,650,000 using the exchange rate of the grant dates) which is expected to be released to the Consolidated Statement of Operations over the lives of the projects, estimated to be approximately three years for both projects.
16.2. Research project financing
In October 2014, Bpifrance, one of the Company’s shareholders as well as the financial agency of the French government, provided funding to the Company in the context of a long-term research project, estimated to be completed over a 3 -year period. In December 2016, Bpifrance and the Company signed an amendment to extend the period from to years. The total funding amounted to €6,967,000 ($8,988,000 using the exchange rate of the funding dates) with a portion in the form of a grant (€2,957,000 or $3,815,000 ) and a portion in the form of a forgivable loan (€4,010,000 or $5,173,000 ). The funding was paid in three installments, the last of which was received in 2019 for €992,000 ($1,126,000 using the exchange rate of the payment date). The grant was recognized as a reduction of research and development expense when corresponding expense was incurred. The forgivable loan advance will be repaid from March 31, 2019 to December 31, 2024 of which €870,000 ($939,000 ) using the exchange rate of the payment dates) in principal and interests was paid in 2023 (€540,000 , or $571,000 in 2022; €675,000 , or $804,000 , in 2021), and bears interests at a 1.53 % fixed contractual rate. The difference between the amount of grant received and the present value amounted to a reduction of $115,000 in the debt carrying value, with such difference
F-46
Sequans Communications S.A.
Notes to the Consolidated Financial Statements—(Continued)
being amortized over the contract period. If the sales of the product developed under this program are in excess of €350 million ($396 million using the exchange rate as of December 31, 2021) during a period of years, then the Company shall pay for consecutive years after the date of the termination of the reimbursment a bonus to Bpifrance of 1 % of annual revenues generated by products issued from the project (up to a maximum of €350,000,000 or $386,750,000 over a period of years). The Company doesn’t expect to perform any repayment to BPI.
In January 2016, Bpifrance provided funding to the Company for a new long-term research project, completed in early 2020. The total of the funding amounted to €2,095,000 2,288,000 using the exchange rate of the grant date) comprising a portion in the form of a grant (€668,000 or $729,000 ) and a portion in the form of a forgivable loan (€1,427,000 or $1,558,000 ). The funding was paid in four installments, the last of which was received in February 2020 for €365,000 ($405,000 using the exchange rate of the funding date). The grant was recognized as a reduction of research and development expense when corresponding expense was incurred. The forgivable loan advance was to be repaid, except if the project is a commercial failure, from July 1, 2020 to July 1, 2024 and bears interests at a 1.17 % fixed contractual rate. The difference between the amount of grant received and the present value of future payments discounted using interest rate applied for standard loans with similar maturity amounted to a reduction of $30,000 in the debt carrying value, with such difference being amortized over the contract period. In late 2020, the Company determined that there was not enough market interest for the radio frequency of the product development funded by this grant, and abandoned the project. A request for forgiveness of the debt was made and, in April 2021, Bpifrance forgave a large portion of the advance, effectively transforming the forgiven advance to a grant and resulting in a one-time benefit of €1,214,000 ($1,442,111 using the exchange rate of the period), recorded as a reduction of Research and Development expenses. The unforgiven portion of €213,000 ($241,000 ) was reimbursed in February 2022.
In 2022, the Company received funding for one project of €309,000 ($316,000 using the exchange rate of the funding date) as a grant and €473,000 ($507,000 using the exchange rate of the funding date) as a reimbursable loan. The payment was received in March 2023.
In 2023, Bpifrance provided funding to the Company for a new long-term research project of €428,000 ($473,000 using the exchange rate at the closing date) as a grant and €142,000 ($157,000 using the exchange rate at the closing date) as a forgivable loan. The funding is paid in four installments. The first installment was received in March 2023 and amounted to €36,000 ($38,000 using the exchange rate of the funding date).
16.3. Government loans
In September 2015, the Company received two loans from Bpifrance for a total amount of €2,000,000 ($2,228,000 using the exchange rate of the grant date). One loan of €1,000,000 bears interest at 5.24 % per year, paid quarterly; the second loan of €1,000,000 is interest-free. The interest-free loan has been revalued using the 5.24 % interest rate payable on the other loan. Both loans have year terms with the principal being amortized on a quarterly basis beginning in June 2017 and March 2018. At December 31, 2023, both loans were fully reimbursed.
F-47
Sequans Communications S.A.
Notes to the Consolidated Financial Statements—(Continued)
17. Provisions
| Post- employment benefits | Other provisions | Total | Current | Non current | ||||||||||||||||||||||||||||
| (in thousands) | ||||||||||||||||||||||||||||||||
| At January 1, 2021 | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Arising (released) during the year | ( | — | — | |||||||||||||||||||||||||||||
| Released (used) during the year | ( | ( | — | — | ||||||||||||||||||||||||||||
| Released (unused) during the year | ( | ( | — | — | ||||||||||||||||||||||||||||
| At December 31, 2021 | ||||||||||||||||||||||||||||||||
| Arising (released) during the year | ( | — | — | |||||||||||||||||||||||||||||
| Released (used) during the year | — | — | ||||||||||||||||||||||||||||||
| Released (unused) during the year | ( | ( | — | — | ||||||||||||||||||||||||||||
| At December 31, 2022 | ||||||||||||||||||||||||||||||||
| Arising (released) during the year | — | — | ||||||||||||||||||||||||||||||
| Released (used) during the year | ( | ( | ( | — | — | |||||||||||||||||||||||||||
| Released (unused) during the year | ( | ( | — | — | ||||||||||||||||||||||||||||
| At December 31, 2023 | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
The provision for post-employment benefits is for the lump sum retirement indemnity required to be paid to French employees if they retire as a Company employee. The comprehensive income (loss) for 2023 includes $46,000 of actuarial loss (actuarial gain of $71,000 in 2022 and actuarial loss of $20,000 in 2021. One employee retired in 2023 and no
The main assumptions used in the calculation are the following:
| 2021 | 2022 | 2023 | ||||||||||||||||||
| Discount rate | ||||||||||||||||||||
| Salary increase | Between 1.5% and 3.5% | Between 1.5% and 3.5% | Between 1.5% and 3.5% | |||||||||||||||||
| Retirement age | 60-62 years | 60-62 years | 65-67 years | |||||||||||||||||
| Turnover: depending on the seniority | Decrease by age from 2% for directors, Vice presidents and managers and from 10% for other employees. 0% for executive team | Decrease by age from 2% for directors, Vice presidents and managers and from 12% for other employees. 0% for executive team | Decrease by age from 2% for directors, Vice presidents and managers and from 20% for other employees. 0% for executive team | |||||||||||||||||
F-48
Sequans Communications S.A.
Notes to the Consolidated Financial Statements—(Continued)
18. Trade payables, other current liabilities and current contract liabilities
| At December 31, | ||||||||||||||||||||
| 2021 | 2022 | 2023 | ||||||||||||||||||
| (in thousands) | ||||||||||||||||||||
| Trade payables | $ | $ | $ | |||||||||||||||||
| Other current liabilities: | ||||||||||||||||||||
| Employees and social debts | ||||||||||||||||||||
| Provisions | ||||||||||||||||||||
| Others | ||||||||||||||||||||
| Total other current liabilities | $ | $ | $ | |||||||||||||||||
| Contract liabilities: | ||||||||||||||||||||
| License and development services agreements (See Note 19) | ||||||||||||||||||||
| Deferred revenue | ||||||||||||||||||||
| $ | $ | $ | ||||||||||||||||||
As of December 31, 2021,trade payables included the current portion of a supplier debt related to acquisition of certain intangible assets of $244,000 . In the year ended December 31, 2021, the Company contracted a new supplier debt related to the acquisition of certain intangible assets. As of December 31, 2021, $279,000 remained of this liability ($184,000 as the non-current portion). In the year ended December 31, 2022, the Company contracted a new supplier debt related to the acquisition of certain intangible assets. As of December 31, 2022, $3,350,000 remained of this liability ($786,000 as the non-current portion). As of December 31, 2023, $1,587,000 remained as current portion. In January 2020, the Company entered into an agreement with a technology company based in Israel to transfer a team of engineers to the Company for the purpose of accelerating 5G new product development. The remaining amount to be paid in June 2024 for this agreement is $1,430,000 . This amount has been discounted and as of December 31, 2023, $1,288,000 is included in current trade payables ($1,002,000 and $780,000 as of December 31, 2022 and 2021, respectively), and the Company records interest expense associated with this amount each reporting period.
Terms and conditions of the above financial liabilities:
•Trade payables are non-interest bearing and are generally settled on 30 -day terms.
•Other current liabilities, primarily accrued compensation and related social charges, are non-interest bearing.
•Certain upfront payments received from strategic partners are deemed to include a financing component, and as such, bear interest.
19. Other non-current liabilities
| At December 31, | ||||||||||||||||||||
| 2021 | 2022 | 2023 | ||||||||||||||||||
| (in thousands) | ||||||||||||||||||||
| Trade payables | $ | $ | $ | |||||||||||||||||
| Deferred tax liabilities | ||||||||||||||||||||
| Contract liabilities: | ||||||||||||||||||||
| License and development services agreement | ||||||||||||||||||||
| Deferred revenue | ||||||||||||||||||||
| Total contract liabilities | ||||||||||||||||||||
F-49
Sequans Communications S.A.
Notes to the Consolidated Financial Statements—(Continued)
At December 31, 2021 and 2022, trade payables included the non-current part of a supplier debt related to acquisition of certain intangible assets which is scheduled to be paid in 27
At December 31, 2023, the Company recognized a net deferred tax liability of $264,000 ($258,000 and $138,000 at December 31, 2022 and 2021, respectively) related to origination and reversal of timing differences.
On October 24, 2019, the Company signed a multi-year, non-exclusive license and development services agreement with a strategic partner, a Fortune Global 500 company. The agreement provided for an upfront payment of $18 million, which was received in October 2019, and recorded as a contract liability upon receipt. The contract includes clauses that allow for termination in certain circumstances, or in some cases of a change in control of the Company, which could result in a refund of certain or all amounts received under the contract, depending on the circumstances. The Company determined that this agreement includes a financing component related to the upfront payment, whereas the deliverables under the contract were to be delivered over more than one year, which results in the recognition of interest expense over a portion of the term of the agreement. In the year ended December 31, 2023, no revenue was recognized as the strategic partner has suspended the project ($8,619,000 recognized in revenues in 2022 and $11,419,000 in 2021 as a result of development services performed), license revenue of $1,500,000 in the year end December 31, 2022 and interest expenses on the upfront payment of $810,000 in 2022 and $1,628,000 in 2021). There was no interest expenses in the year ended December 31, 2023. At December 31, 2022 and 2023, there was no net remaining contract liability presented on the Statement of Financial Position ($4,211,000 was presented at December 31, 2021, reflecting the expected net amount of revenue less interest expenses to be recognized in the year ended December 31, 2022).
In December 2020, the Company signed a 5G technology access and license agreement with another strategic partner for an amount of $4,500,000 . The agreement provided for an upfront payment which was received in January 2021. The Company determined that this agreement includes a financing component related to the upfront payment, which will results in the recognition of interest expense over a portion of the term of the agreement. In the year ended December 31, 2023, the Company recognized revenues for an amount of $571,000 ($1,083,000 in 2022 and $3,008,000 in 2021) as a result of development services performed and interest expenses on the upfront payment of $14,000 . At December 31, 2023, the net remaining contract liability of $245,000 was presented on the Statement of Financial Position as current contract liabilities (At December 31, 2022: $862,000 as current portion ;At December 31, 2021 : $1,853,000 , $1,639,000 as current portion and $214,000 as non-current portion).
In December 2021, the Company signed two amendments with the second strategic partner to extend the 5G technology access and license agreement. The first amendment was signed to extend the agreement to a manufacturing license for the 5G chip for a total amount of $5,000,000 of which $3,000,000 in cash which was received in February 2022 and $2,000,000 in the form of investments in production and testing equipment that will then be made available to Sequans for its own use. In the year ended December 31, 2023, the Company recognized revenues for an amount of $296,000 ($2,983,000 in 2022 and $311,000 in 2021), as a result of development services performed and interest expenses on the upfront payment of $25,000 . At December 31, 2023, no contract liability presented on the Statement of Financial Position remained ($271,000 net remaining contract liability presented as current contract liabilities and $1,189,000 at December 31, 2021).
The second amendment is related to a manufacturing license for Monarch 2 chips and NB-IoT in India, for a total amount of $4,500,000 which was received in February 2022. The Company determined that this amendment includes a financing component related to the upfront payment, which will results in the recognition of interest expense over a portion of the term of the agreement. In the year ended December 31, 2023, the Company recognized revenues for an amount of $2,536,000 as a result of development services performed ($1,507,000 in 2022: $800,000 as license fees and $707,000 as a result of development services performed) and no interest expenses on the upfront payment. At December 31, 2023, $8,000 contract liability presented on the Statement of Financial Position remained ($2,544,000 at December 31, 2022: $2,141,000 as current contract liabilities and $404,000 as non-current liabilities; $3,652,000 at December 31, 2021: $1,160,000 as current contract liabilities and $2,492,000 as non-current liabilities).
In August 2022, the Company signed a 5G license agreement with a strategic partner for an amount of up to $60,000,000 , to be paid over three years, to manufacture and sell the 5G chipset in China and well as the right to create derivative products based on the licensed technology that may be sold in China if a minor derivative and worldwide if a major derivative. In the year ended December 31, 2023, the Company recognized license fee revenues for an amount of $18,750,000 ($20,000,000 in 2022). At December 31, 2023 and 2022, the net remaining contract liability of $2,500,000 was presented on the Statement of Financial Position as current contract liabilities.
F-50
Sequans Communications S.A.
Notes to the Consolidated Financial Statements—(Continued)
20. Information about financial instruments
20.1. Financial assets and liabilities
| Carrying amount | Fair value | |||||||||||||||||||||||||||||||||||||
| December 31, | December 31, | |||||||||||||||||||||||||||||||||||||
| 2021 | 2022 | 2023 | 2021 | 2022 | 2023 | |||||||||||||||||||||||||||||||||
| (in thousands) | ||||||||||||||||||||||||||||||||||||||
| Financial assets: | ||||||||||||||||||||||||||||||||||||||
| Trade and other receivables | ||||||||||||||||||||||||||||||||||||||
| Trade receivables and contract assets | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Deposits and other receivables | ||||||||||||||||||||||||||||||||||||||
| Deposits | ||||||||||||||||||||||||||||||||||||||
| Other financial assets | ||||||||||||||||||||||||||||||||||||||
| Long-term investments | ||||||||||||||||||||||||||||||||||||||
| Financial instruments at fair value through other comprehensive income | ||||||||||||||||||||||||||||||||||||||
| Cash flow hedges | ||||||||||||||||||||||||||||||||||||||
| Cash, cash equivalents and short-term investments | ||||||||||||||||||||||||||||||||||||||
| Total financial assets | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Total current | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Total non-current | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Financial liabilities: | ||||||||||||||||||||||||||||||||||||||
| Lease liability | ||||||||||||||||||||||||||||||||||||||
| Interest-bearing loans and borrowings: | ||||||||||||||||||||||||||||||||||||||
| Interest-bearing receivables financing | ||||||||||||||||||||||||||||||||||||||
| Convertible debt | ||||||||||||||||||||||||||||||||||||||
| Unsecured related party loan | ||||||||||||||||||||||||||||||||||||||
| Government loans | ||||||||||||||||||||||||||||||||||||||
| Research project financing | ||||||||||||||||||||||||||||||||||||||
| Convertible debt embedded derivative | ||||||||||||||||||||||||||||||||||||||
| Trade and other payables (current and non current) | ||||||||||||||||||||||||||||||||||||||
| Financial instruments at fair value through other comprehensive income | ||||||||||||||||||||||||||||||||||||||
| Cash flow hedges | ||||||||||||||||||||||||||||||||||||||
| Total financial liabilities | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Total current | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Total non-current | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
The carrying values of current financial instruments (cash and cash equivalents, short-term investments, trade receivables and trade and other payables, and interest-bearing receivables financing) approximate their fair values, due to their short-term nature.
F-51
Sequans Communications S.A.
Notes to the Consolidated Financial Statements—(Continued)
Long-term investments are primarily related to a bank guarantee secured by pledges of investments in money market funds issued in favor of the owners of leased office space to secure annual lease payments by the Company for its office space in Colombes.
Government loans received from the financial agency of the French government were recorded as financial instruments in compliance with IAS 20 Accounting for Government Grants and Disclosure of Government Assistance.
The use of different estimations, methodologies and assumptions could have a material effect on the estimated fair value amounts. The methodologies are as follows:
•Cash, cash equivalents, short-term investments, accounts receivable, accounts payable, other receivable and accrued liabilities: due to the short-term nature of these balances, carrying amounts approximate fair value.
•Long-term investments are composed of debt-based mutual funds with traded market prices. Their fair values amounted to $357,000 , $337,000 and $360,000 at December 31, 2021, 2022 and 2023, respectively. The carrying amounts approximate fair value measured based on significant observable input (Level 2).
•Foreign exchange forward and option contracts: the fair values of foreign exchange forward and option contracts were calculated using the market price that the Company would pay or receive to settle the related agreements, by reference to published exchange rates (Level 2).
•At December 31, 2021 and 2022, fair value of the debt components of convertibles notes was calculated using the effective interest rate of the debt component of the convertible note issued in April 2021 and amounted to $36,493,000 and $42,636,000 , respectively. At December 31, 2023, fair value of the debt components of convertibles notes was calculated using the effective interest rate of the unsecured related party loan issued in November 2023 and amounted to $52,111,000 .
•As described under Note 14.1, the fair value of the embedded derivative related to the convertible debt is recalculated at the end of each reporting period. The fair value measured is based on significant observable input (Level 3).
•Interest-bearing receivable financing, government loans, research project financing and venture debt: carrying amounts approximate fair value.
Fair Value Hierarchy
The Company uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique:
•Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities.
•Level 2: other techniques for which all inputs which have a significant effect on the recorded fair value are observable, either directly or indirectly.
•Level 3: techniques which use inputs that have a significant effect on the recorded fair value that are not based on observable market data.
As at December 31, 2021, the Company held the following financial instruments carried at fair value on the statement of financial position:
Assets measured at fair value
| At December 31, | ||||||||||||||||||||||||||
| 2021 | Level 1 | Level 2 | Level 3 | |||||||||||||||||||||||
| (in thousands) | ||||||||||||||||||||||||||
| Long-term investments | $ | $ | ||||||||||||||||||||||||
F-52
Sequans Communications S.A.
Notes to the Consolidated Financial Statements—(Continued)
Liabilities measured at fair value
| At December 31, | ||||||||||||||||||||||||||
| 2021 | Level 1 | Level 2 | Level 3 | |||||||||||||||||||||||
| (in thousands) | ||||||||||||||||||||||||||
| Convertible debt embedded derivative | $ | $ | ||||||||||||||||||||||||
| Financial instruments at fair value through other comprehensive income: | ||||||||||||||||||||||||||
| Cash flow hedge | 50 | 50 | ||||||||||||||||||||||||
As at December 31, 2022, the Company held the following financial instruments carried at fair value on the statement of financial position:
Assets measured at fair value
| At December 31, | ||||||||||||||||||||||||||
| 2022 | Level 1 | Level 2 | Level 3 | |||||||||||||||||||||||
| (in thousands) | ||||||||||||||||||||||||||
| Long-term investments | $ | $ | ||||||||||||||||||||||||
| Financial instruments at fair value through other comprehensive income: | ||||||||||||||||||||||||||
| Cash flow hedge | ||||||||||||||||||||||||||
Liabilities measured at fair value
| At December 31, | ||||||||||||||||||||||||||
| 2022 | Level 1 | Level 2 | Level 3 | |||||||||||||||||||||||
| (in thousands) | ||||||||||||||||||||||||||
| Convertible debt embedded derivative | $ | $ | ||||||||||||||||||||||||
As of December 31, 2023, the Company held the following financial instruments carried at fair value on the statement of financial position:
Assets measured at fair value
| At December 31, | ||||||||||||||||||||||||||
| 2023 | Level 1 | Level 2 | Level 3 | |||||||||||||||||||||||
| (in thousands) | ||||||||||||||||||||||||||
| Long-term investments | ||||||||||||||||||||||||||
| Financial instruments at fair value through profit and loss: | ||||||||||||||||||||||||||
| Cash flow hedge | — | — | ||||||||||||||||||||||||
Liabilities measured at fair value
| At December 31, | ||||||||||||||||||||||||||
| 2023 | Level 1 | Level 2 | Level 3 | |||||||||||||||||||||||
| (in thousands) | ||||||||||||||||||||||||||
| Convertible debt embedded derivative | ||||||||||||||||||||||||||
20.2. Financial instruments at fair value
The Company uses financial instruments, including derivatives such as foreign currency forward and options contracts, to reduce the foreign exchange risk on cash flows from firm and highly probable commitments denominated in euros.
The following tables present fair values of foreign currency derivative financial instruments at December 31, 2023, 2022 and 2021.
F-53
Sequans Communications S.A.
Notes to the Consolidated Financial Statements—(Continued)
| At December 31, 2021 | ||||||||||||||
| Notional Amount | Fair value | |||||||||||||
| (in thousands) | ||||||||||||||
| Forward contracts (buy euros, sell U.S dollars) | € | $ | ( | |||||||||||
| Options (buy euros, sell U.S. dollars) | ||||||||||||||
| Total | € | $ | ( | |||||||||||
| At December 31, 2022 | ||||||||||||||
| Notional Amount | Fair value | |||||||||||||
| (in thousands) | ||||||||||||||
| Forward contracts (buy euros, sell U.S. dollars) | € | $ | ||||||||||||
| Options (buy euros, sell U.S. dollars) | ||||||||||||||
| Total | € | $ | ||||||||||||
| At December 31, 2023 | ||||||||||||||
| Notional Amount | Fair value | |||||||||||||
| (in thousands) | ||||||||||||||
| Forward contracts (buy euros, sell U.S. dollars) | € | $ | ||||||||||||
| Options (buy euros, sell U.S. dollars) | ||||||||||||||
| Total | € | $ | ||||||||||||
The fair value of foreign currency related derivatives is included in the Consolidated Statement of Financial Position in "Other receivables" at December 31, 2022 and 2023 and in 'Other current liabilities" at December 31, 2021. The earnings impact of cash flow hedges relating to forecasted operating expense transactions is reported in operating expense. Realized and unrealized gains and losses on these instruments deemed effective for hedge accounting are deferred in accumulated other comprehensive income until the underlying transaction is recognized in earnings or the instruments are designated as hedges.
During the year ended December 31, 2023, the Company recorded a loss of $76,000 (gain of $202,000 and loss of $129,000 for the years ended December 31, 2022 and 2021, respectively) in other comprehensive income (loss) related to the effective portion of the change in fair value of its cash flow hedges. During the years ended December 31, 2021 and 2023, the amount reclassified from other comprehensive income to Consolidated Statement of Operations was gains of $53,000 and $139,000 , respectively and loss of $143,000 during the year ended December 31, 2022.
There was no ineffective portion of hedging instruments in the years ended December 31, 2021, 2022 and 2023.
The derivatives have maturity dates of less than 12 months. Management believes counterparty risk on financial instruments is minimal since the Company deals with major banks and financial institutions.
At December 31, 2023, the Company holds $455,000 in currencies other than the U.S. dollar compared with $951,000 at December 31, 2022 and $1,966,000 at December 31, 2021 (See Note 11). The amount received from research tax credit in 2021, 2022 and 2023 denominated in euros. At December 31, 2023, the Company has loans denominated in euros for a principal amount of $12,957,000 ($10,817,000 and $13,525,000 at December 31, 2022 and 2021, respectively).
20.3. Financial risk management objectives and policies
The Company’s principal financial liabilities comprise trade payables (current and non-current), lease liabilities, interest-bearing receivables financing, government loans, convertible debt and unsecured related party loan. The Company has various financial assets such as trade receivables, deposits and cash and cash equivalents, which arise directly from its operations, as well as from capital increases.
The main risks arising from the Company’s financial instruments are foreign currency risk, credit risk, interest rate risk and cash flow liquidity risk. The Board of Directors reviews and agrees policies for managing each of these risks which are summarized below.
F-54
Sequans Communications S.A.
Notes to the Consolidated Financial Statements—(Continued)
Foreign currency risk
The Company faces the following foreign currency exposures:
•Operating activities, when revenues or expenses are denominated in different currencies from the functional currency of the entity carrying out these transactions.
•Government loans are denominated in euros, and lease liabilities are denominated in different currencies while the functional currency of the entity carrying out these transactions is the U.S. dollar.
•Non-derivative monetary financial instruments that are denominated and settled in a currency different from the functional currency of the entity which holds them.
Nearly 100 % of total revenues and approximately 80 % of total cost of sales are denominated in U.S. dollars. However, as a result of significant headcount and related costs from operations in France, which are denominated and settled in euros (the “structural costs”), the Company has transactional currency exposures which can be affected significantly by movements in the US dollar/euro exchange rates. Approximately 57 % of operating expense is denominated in euros. (See Note 20.2 regarding hedging arrangements). If there were a 10 % increase or decrease in exchange rate of the U.S. dollar to the euro, as measured using the Company's 2023 weighted average exchange rate of one euro = $1.0816 , the Company estimates the impact, in absolute terms, on operating expenses and on financial liabilities for the year ended December 31, 2023 would have been approximately $4.2 million.
Credit risk
It is the Company’s policy that all customers who wish to trade on credit terms are subject to credit verification procedures and as such are considered to have low credit risk at initial recognition. The Company has subscribed to a credit insurance policy which provides assistance in determining credit limits and collection, in addition to some coverage of uncollectible amounts. In addition, receivable balances are monitored on an ongoing basis. There is a rebuttable presumption in IFRS 9 that the credit risk on a financial asset has increased significantly since initial recognition when contractual payments are more than 30 days past due. The Company considers that credit risk has not increased significantly on its outstanding not impaired trade receivables since initial recognition. The Company considers events of default based on the specific facts and circumstances relevant to the outstanding amount.
The following table summarizes customers representing a significant portion of the Company’s total revenue:
| Customer | Customer Location | % of total revenues for the year ended December 31, | Trade receivables at December 31, | |||||||||||||||||||||||||||||||||||||||||
| 2023 | 2022 | 2021 | 2023 | 2022 | 2021 | |||||||||||||||||||||||||||||||||||||||
| A | China | % | % | % | ||||||||||||||||||||||||||||||||||||||||
| B | Japan | % | % | % | ||||||||||||||||||||||||||||||||||||||||
| C | Germany | Less than | % | Less than | ||||||||||||||||||||||||||||||||||||||||
| D | America | % | % | % | ||||||||||||||||||||||||||||||||||||||||
| E | Taiwan | Less than | Less than | % | ||||||||||||||||||||||||||||||||||||||||
| F | China | Less than | Less than | % | ||||||||||||||||||||||||||||||||||||||||
With respect to credit risk arising from the other financial assets, which comprise cash and cash equivalents, the Company’s exposure to credit risk arises from default of the counterparty, with a maximum exposure equal to the carrying amount of these instruments. Nearly all cash and cash equivalents are held in France at three large and international banks.
Vendor concentration risk
Access to foundry capacity is critical to the Company’s operations as a fabless semiconductor company. The Company depends on a sole independent foundry in Taiwan to manufacture its semiconductor wafers. The Company works with three vendors for manufacturing and testing chipsets and three vendors for assembling modules, but typically works with one dedicated vendor per product.
F-55
Sequans Communications S.A.
Notes to the Consolidated Financial Statements—(Continued)
Liquidity risk
The Company monitors its risk of a shortage of funds using a cash flow planning tool. This tool considers the maturity of both its financial investments and financial assets (e.g. accounts receivables, other financial assets) and projected cash flows from operations.
The following table includes our contractual obligations, including interest, for existing financial liabilities as of the following dates:
| Within 1 year | 1 to 2 years | 2 to 3 years | 3 to 4 years | 4 to 5 years | More than 5 years | Total | |||||||||||||||||
| (in thousands) | |||||||||||||||||||||||
| At December 31, 2021 | |||||||||||||||||||||||
| Research project financing | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||
| Interest-bearing receivables financing | |||||||||||||||||||||||
| Government loans | |||||||||||||||||||||||
| Convertible debt | |||||||||||||||||||||||
| Lease liabilities | |||||||||||||||||||||||
| Trade payables | |||||||||||||||||||||||
| Other current liabilities | |||||||||||||||||||||||
| $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||
| At December 31, 2022 | |||||||||||||||||||||||
| Research project financing | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||
| Interest-bearing receivables financing | |||||||||||||||||||||||
| Government loans | |||||||||||||||||||||||
Convertible debt (1) | |||||||||||||||||||||||
| Lease liabilities | |||||||||||||||||||||||
| Trade payables | |||||||||||||||||||||||
| Other current liabilities | |||||||||||||||||||||||
| $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||
| At December 31, 2023 | |||||||||||||||||||||||
| Research project financing | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||
| Interest-bearing receivables financing | |||||||||||||||||||||||
| Government loans | |||||||||||||||||||||||
| Convertible debt | |||||||||||||||||||||||
| Unsecured related party loan | |||||||||||||||||||||||
| Lease liabilities | |||||||||||||||||||||||
| Trade payables | |||||||||||||||||||||||
| Other current liabilities | |||||||||||||||||||||||
| $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||
(1) Based on the existing contractual terms as of December 31, 2021 and 2022 and assuming the Company's options to extend maturity dates are exercised.
The Company’s liquidity risk for the next 12 months is described in note 2.1. The term of agreements with strategic partners which gave rise the contract liability recorded in the amount of $5,486,000 , $6,178,000 and $10,907,000 as of December 31, 2023, 2022 and 2021, respectively, are described under note 19.
Capital management
The primary objective of the Company’s capital management is to continue to execute according to its business plans and budgets in order to achieve profitability and positive cash flow, and to maximize shareholder value.
F-56
Sequans Communications S.A.
Notes to the Consolidated Financial Statements—(Continued)
20.4. Changes in liabilities arising from financing activities, including government grants
| (in thousands) | January 1, 2021 | Cash flows | Foreign exchange movement | Accrued interest | Non-cash impact of amendment and conversion | Other(1) | December 31, 2021 | ||||||||||||||||
| Government grant advances and loans | $ | ( | ( | $ | |||||||||||||||||||
| Convertible debt | $ | ( | ( | $ | |||||||||||||||||||
| Venture debt | $ | ( | ( | $ | |||||||||||||||||||
| Lease liabilities | $ | $ | ( | $ | ( | $ | $ | ( | $ | ||||||||||||||
| Interest-bearing financing of receivables | $ | ( | ( | $ | |||||||||||||||||||
| Total | $ | ( | ( | ( | $ | ||||||||||||||||||
| (in thousands) | January 1, 2022 | Cash flows | Foreign exchange movement | Accrued interest | Non-cash impact of amendment and conversion | Other(1) | December 31, 2022 | ||||||||||||||||
| Government grant advances and loans | $ | ( | ( | $ | |||||||||||||||||||
| Convertible debt | $ | ( | ( | $ | |||||||||||||||||||
| Lease liabilities | $ | ( | ( | ( | $ | ||||||||||||||||||
| Interest-bearing financing of receivables | $ | ( | ( | $ | |||||||||||||||||||
| Total | $ | ( | ( | ( | $ | ||||||||||||||||||
| (in thousands) | January 1, 2023 | Cash flows | Foreign exchange movement | Accrued interest | Non-cash impact of amendment and conversion | Other(1) | December 31, 2023 | ||||||||||||||||
| Government grant advances and loans | $ | ( | ( | $ | |||||||||||||||||||
| Convertible debt | $ | ( | ( | $ | |||||||||||||||||||
| Unsecured related party loan | ( | ||||||||||||||||||||||
| Lease liabilities | $ | ( | $ | ||||||||||||||||||||
| Interest-bearing financing of receivables | $ | ( | $ | ||||||||||||||||||||
| Total | $ | ( | ( | $ | |||||||||||||||||||
(1) In 2021, 2022 and 2023, Other includes additions in lease liabilities, which are non-cash. In 2021, Other includes the liability component and the fair value of the embedded option of the convertible debts converted during the year. In 2021, Other includes the impact of the forgiveness of the government grant advance and of the netting of the interest-bearing financing debt with the Research tax credit receivable.
F-57
Sequans Communications S.A.
Notes to the Consolidated Financial Statements—(Continued)
21. Commitments and contingencies
Contingencies
From time to time, the Company has been and may become involved in legal proceedings arising in the ordinary course of its business.
In 2022, the Company was sued in three lawsuits in the United States District Court for the district of Minnesota by a company called Bell Semiconductor, LLC (“Bell”), accusing the Company of infringing certain U.S. Patents by the Company's use of certain design tools. In Bell Semiconductor, LLC v. Sequans Communications, SA et al, Case No. 0-22-cv-02106 (DMN), filed August 26, 2022, Bell accused the Company of infringing U.S. Patent Nos. 7,149,989 and 7, 260,803. In Bell Semiconductor, LLC v. Sequans Communications, SA et al, Case No. 0-22-cv-02344 (DMN), filed September 23, 2022, Bell accused the Company of infringing U.S. Patent Nos. 6,436,807 and 7,007,259. In Bell Semiconductor, LLC v. Sequans Communications, SA et al, Case No. 0-22-cv-02660 (DMN), filed October 21, 2022, Bell accused the Company of infringing U.S. Patent Nos. 7,231,626 and 7,396,760. The Company filed motions to dismiss in each case. In August 2023, Bell entered into a settlement agreement with supplier of the design tools that Bell asserts infringe the Patents and the three lawsuits against the Company were dismissed. The supplier of the design tools indemnified the Company for all the costs to defend and/or settle the lawsuits. The lawsuits were dismissed in August 2023.
Management is not aware of any other legal proceedings that, if concluded unfavorably, would have a significant impact on the Company's financial position, operations or cash flows.
Bank guarantee
A bank guarantee was issued in favor of the owners of leased office space in France, in order to secure six months of lease payments, for an amount of $348,000 as of December 31, 2023 ($337,000 and $357,000 as of December 31, 2022 and 2021, respectively). This guarantee was secured by the pledge of certificates of deposit and mutual funds for 100 % of the amount of the guarantee. The total value of investments secured to cover this bank guarantee was $360,000 at December 31, 2023 ($337,000 and $357,000 at December 31, 2022 and 2021).
Purchase commitments
As of December 31, 2023, the Company had $2.7 million of non-cancelable purchase commitments with its third-party manufacturer and suppliers for future deliveries of equipment and components, principally during 2024.
22. Related party disclosures
There is no single investor who has the ability to control the Board of Directors or the vote on shareholder resolutions.
As of December 31, 2023, B. Riley Asset Management LLC and Lynrock Lake owned 10 % or more of the share capital of the Company. On April 12, 2023, 272 Capital Fund LP, an entity managed by B. Riley Asset Management LLC (“BRAM”) and affiliated with Wes Cummins, a director of the Company and the President of BRAM, purchased 1,310,221 ADSs in the offering. Lynrock Lake also purchased 3,930,663 ADSs. On September 26, 2023, 272 Capital Fund LP purchased 2,120,141 ADSs.
As of December 31, 2022, only B. Riley Asset Management LLC owned 10 % or more of the share capital of the Company. On March 11, 2022, 272 Capital Fund LP, an entity managed by B. Riley Asset Management LLC (“BRAM”) and affiliated with Wes Cummins, a director of the Company and the President of BRAM, purchased 2,833,333 ADSs in the offering.
As of December 31, 2021, only Lynrock Lake owned 10 % or more of the share capital of the Company. As of December 31, 2022, Lynrock Lake owned 9.8 % of the share capital of the Company.
In April 2015, the Company completed the sale of a $12 million convertible note, in April 2016 the sale of a $6.0 million convertible note, in September 2018 the sale of a $4.5 million convertible note, in May 2019 the sale of a $3.0 million convertible note and in August 2019 the sale of a $5.0 million convertible note, all to an affiliate of Nokomis Capital, L.L.C., a beneficial owner of 9.9% of the share capital of the Company as of December 31, 2020. In 2017, the Company amended the terms of the notes issued in 2015 and 2016 and as part of the agreement, Wesley Cummins, a former (as of February 2020) representative of Nokomis Capital, L.L.C., became a board observer in November 2017, and on June 29, 2018, the shareholders approved Mr. Cummins' nomination to the board of directors. Since February 2020, Nokomis no longer has representation on the board of directors and as of December 31, 2022 has declared itself to be no longer an owner of any shares of the Company.
F-58
Sequans Communications S.A.
Notes to the Consolidated Financial Statements—(Continued)
Effective March 20, 2020, the convertible notes issued in April 2015, April 2016, September 2018, May 2019 and August 2019 were amended to grant the Company three options to extend the term of each note, except for the August 2019 which has two options (See Note 14.1).
In December 2020, January 2021 and February 2021, Nokomis converted the April 2015, April 2016 and May 2019 notes (see Note 14.1 Convertible debt). In August 2022, the Company elected to exercise the option to extend the maturity of the August 2019 note to August 2023. In August 2023, the Company elected to exercise the option to extend the maturity of the August 2019 note to April 2024. As of December 31, 2023, the principal amount and accrued interest of the convertible notes held by an affiliate of Nokomis Capital, L.L.C amounts to $6.9 million.
On April 9, 2021, the Company completed the sale of a $40.0 million convertible note with Lynrock Lake Master Fund LP. As of December 31, 2023, the principal amount and accrued interest of the convertible note amounts to $45.4 million.
On February 2, 2021, the board of director approved a consultancy services agreement with ABLE France, a company owned by Yves Maitre, member of the board of directors, for services in business development. The agreement was executed effective March 1, 2021. During the year ended December 31, 2021, $116,000 was paid to Mr. Maitre under the contract. No services were provided and payments were made in the years ended December 31, 2022 and 2023.
At the annual shareholders meeting on June 24, 2022, the shareholders approved the nomination of Dr. Sailesh Chittipeddi, Executive Vice President and Head of IoT and Infrastructure business unit of Renesas to the Board of Directors. As of December 31, 2023, Renesas Electronics Corporation owned 3.20 % of the share capital of the Company (4.08 % as of December 31, 2022).
On August 4, 2023,the Company entered into a Memorandum of Understanding with Renesas providing that Renesas and the Company engaged in a series of transactions pursuant to which Renesas would seek to acquire (through an affiliate) all of the issued and outstanding ordinary shares of the Company. On February 22, 2024, Renesas notified the Company that Renesas was terminating the Memorandum of Understanding due its receipt of an adverse Japanese tax ruling on February 15, 2024 from the National Tax Agency of Japan. Obtaining a favorable Japanese tax ruling had been one of the closing conditions for the transaction.
On March 19, 2024, Dr. Sailesh Chittipeddi resigned from the Company's Board of Directors.
No other transactions have been entered into with these or any other related parties in 2021, 2022 and 2023, other than normal compensation (including share based payment arrangements) for and reimbursement of expenses incurred in their roles as Directors or employees of the Company.
Compensation of key management personnel
| Year ended December 31, | |||||||||||
| 2021 | 2022 | 2023 | |||||||||
| (in thousands) | |||||||||||
| Fixed and variable wages, social charges and benefits expensed in the year | $ | $ | $ | ||||||||
| Share-based payment expense for the year | |||||||||||
| Board members fees to non-executive members | |||||||||||
| Total compensation expense for key management personnel | $ | $ | $ | ||||||||
Key management personnel comprises the chief executive officer and all executive vice presidents reporting directly to him.
The employment agreement with the chief executive officer calls for the payment of a termination indemnity of an amount equal to eighteen months of his gross annual base remuneration and 150 % of bonus in the event of his dismissal without cause by the Board of Directors of the Company, as well as vesting of the ordinary shares that would have been vested during the twelve months following the end of his term. In case the dismissal would occur during the three months before or the twelve months following a change of control, he would be entitled to all the unvested share awards at the date of dismissal.
On July 25, 2023, the board of directors approved a special transaction bonus to Dr. Karam in the amount of €1,000,000 conditional upon the closing the proposed acquisition of the Company by Renesas. The transaction bonus was never paid due of the termination of the proposed transaction by Renesas in February 2024. In addition, on August 15, 2023, the board of directors approved the payment by the Company of legal fees incurred by Dr. Karam in the connection with the negotiation
F-59
Sequans Communications S.A.
Notes to the Consolidated Financial Statements—(Continued)
with Renesas of the conditions of his retention as Chief Executive Officer of the Company upon change of control. A total amount of $50,401 in such legal fees were paid during 2023.
For the year ended December 31, 2023, we estimate that approximately $23,000 of the amounts set aside or accrued to provide pension, retirement or similar benefits to our employees was attributable to our executive officers.
Directors’ interests in an employee share incentive plan
The Company granted warrants to certain members of the Board of Directors during the years ended December 31, 2021, 2022 and 2023:
- On June 25, 2021, the shareholders authorized the Board of Directors to grant to each of Messrs. de Pesquidoux, Maitre, Nottenburg, Pitteloud, Sharma, Slonimsky and Cummins warrants to purchase 140,000 ordinary shares. On June 29, 2021, the Board used this authorization to make such grants with an exercise price of $1.49 per ordinary share.
- On June 24, 2022, the shareholders authorized the Board of Directors to grant to each of Messrs. de Pesquidoux, Maitre, Nottenburg, Pitteloud, Slonimsky and Cummins warrants to purchase 140,000 ordinary shares. On June 24, 2022, the Board used this authorization to make such grants with an exercise price of $0.65 per ordinary share.
- On June 27, 2023, the shareholders authorized the Board of Directors to grant to Mrs Marced Martin and each of Messrs. de Pesquidoux, Maitre, Nottenburg, Pitteloud, Slonimsky and Cummins warrants to purchase 180,000 ordinary shares. On June 27, 2023, the Board used this authorization to make such grants with an exercise price of $0.54 per ordinary share.
The board members were required to subscribe to the warrants at a price of €0.00001 per warrant for the warrants granted in 2023 and €0.00000714
Share-based payment expense incurred in connection with these transactions amounted to $292,000 in the year ended December 31, 2023 (2022: $495,000 ; 2021: $443,000 ).
23. Events after the reporting date
Subsequent events up to the date the consolidated financial statements were authorized for issue were as follows:
On February 22, 2024, Renesas notified us that Renesas was terminating the MoU due its receipt of an adverse Japanese tax ruling on February 15, 2024 from the National Tax Agency of Japan.
At the meeting of March 5, 2024, the Board of Directors granted to employees 10,060,288 restricted share awards, representing 2,515,072 ADS with vesting over four years .
On March 27, 2024, the Company received a commitment for financing of its 4G eRedCap project for a total of €10.9 million ($12.0 million at the closing period exchange rate) from the French government (operated for the state by Bpifrance) as part of the France 2030 initiative to support the development of technologies deemed to be strategically important to the national interest. An upfront payment of €2.7 million ($3.0 at the closing period exchange rate) was received in April; three milestone payments for the remaining amount are scheduled over the duration of the project.
On April 9, 2024, we secured standstill agreements from our three main debt holders. The agreements granted an initial standstill period until April 26, 2024 that may be further extended subject to certain milestones being met. In late April, the Company began discussions to extend the standstill agreements, which are still in process as of April 30, 2024. The goal of the standstills is to provide sufficient time for the Company to effectively negotiate and finalize a new strategic transaction, thereby securing a long-term solution that aligns with the interests of all stakeholders.
On April 22, 2024, we issued an Unsecured Promissory Note with a principal amount of $5,000,000 to 272 Capital Master Fund, Ltd. The transaction closed on April 24, 2024. The Note bears paid-in kind interest at a rate of 12.0 % per annum, compounded annually, with a guaranteed return of 40.0 %. The Note matures on the earlier of April 22, 2025, or one day prior to the earliest extended maturity date of the Company’s existing convertible debt held by Lynrock Lake and Nokomis and subordinated notes held by Renesas. The Note contains customary covenants and is subject to customary events of default.
At the meeting of April 30, 2024, the Board of Directors granted to employees 147,776 restricted share awards, representing 36,944 ADS with vesting over four years .
F-60
