Washington, D.C. 20549







Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

June 4, 2019

Date of Report (date of earliest event reported)




(Exact name of Registrant as specified in its charter)




Cayman Islands   001-35667   98-0459628

(State or other jurisdiction

of incorporation)

  (Commission File Number)  

(I. R. S. Employer

Identification No.)

3101 Jay Street

Santa Clara, CA 95054

(Address of principal executive offices)

Registrant’s telephone number, including area code: (408) 734-8888


(Former name or former address, if changed since last report)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class


Trading Symbol(s)


Name of each exchange on which registered

Ordinary Shares, $0.00045 par value   AMBA   The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, 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.   ☐




Item 2.02

Results of Operations and Financial Condition

On June 4, 2019, Ambarella, Inc. issued a press release announcing its results for the first quarter of fiscal year 2020 ended April 30, 2019. A copy of the press release is attached as Exhibit 99.1 to this current report on Form 8-K and is incorporated by reference herein.

The information in this current report on Form 8-K and the exhibits attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.


Item 9.01

Financial Statements and Exhibits

(d) Exhibits


99.1    Press Release dated June 4, 2019


Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Dated: June 4, 2019       Ambarella, Inc.
      /s/ Kevin C. Eichler

Kevin C. Eichler

Chief Financial Officer


Exhibit 99.1

Ambarella, Inc. Announces First Quarter Fiscal Year 2020 Financial Results


Louis Gerhardy




June 4, 2019 – Santa Clara, Calif. – Ambarella, Inc. (NASDAQ: AMBA), a leading developer of low-power and high-resolution human and computer vision solutions, today announced financial results for its first quarter of fiscal year 2020 ended April 30, 2019.



Revenue for the first quarter of fiscal 2020 was $47.2 million, down 17% from $56.9 million in the same period in fiscal 2019.



Gross margin under U.S. generally accepted accounting principles (GAAP) for the first quarter of fiscal 2020 was 59.0%, compared with 61.3% for the same period in fiscal 2019.



GAAP net loss for the first quarter of fiscal 2020 was $17.3 million, or loss per diluted ordinary share of $0.53, compared with GAAP net loss of $10.0 million, or loss per diluted ordinary share of $0.30, for the same period in fiscal 2019.

Financial results on a non-GAAP basis for the first quarter of fiscal 2020 are as follows:



Gross margin on a non-GAAP basis for the first quarter of fiscal 2020 was 59.6%, compared with 61.8% for the same period in fiscal 2019.



Non-GAAP net income for the first quarter of fiscal 2020 was $0.3 million, or earnings per diluted ordinary share of $0.01. This compares with non-GAAP net income of $4.5 million, or earnings per diluted ordinary share of $0.13, for the same period in fiscal 2019.

Recent order pull-ins from security camera customers in China, triggered by geopolitical factors, are impacting our revenue and gross margin. Based on information available as of today, Ambarella is offering the following guidance for the second quarter of fiscal year 2020, ending July 31, 2019:



Revenue is expected to be between $51.0 million and $53.0 million.



Gross margin on a non-GAAP basis is expected to be between 57.0% and 59.0%.



Operating expenses on a non-GAAP basis are expected to be between $29.5 million and $31.5 million.

Ambarella reports gross margin, net income (loss) and earnings (losses) per share in accordance with GAAP and, additionally, on a non-GAAP basis. Non-GAAP financial information excludes the impact of stock-based compensation adjusted for the associated tax impact, which includes the effect of any benefits or shortfalls recognized. A reconciliation of the GAAP to non-GAAP gross margin, net income (loss) and earnings (losses) per share numbers for the periods presented, as well as a description of the items excluded from the non-GAAP calculations, is included in the financial statements portion of this press release.

Total cash, cash equivalents and marketable debt securities on hand at the end of the first fiscal quarter of 2020 was $366.2 million, compared with $358.9 million in the prior quarter and $414.1 million at the end of the same quarter a year ago.

“Our team continues to build the foundation for the multi-billion dollar growth opportunity in the AI and computer vision (CV) market. Despite the increasingly volatile and uncertain geopolitical environment, which we continue to highlight, Ambarella’s execution remains strong,” said Fermi Wang, President and CEO. “We expect mass production revenue in the current quarter from our second CV device, CV25, and with multiple CV devices now in production, with more CV design wins, and with new technology and products in development, we see three CV revenue waves taking shape; first in the professional security camera market, followed by the consumer security camera market and the automotive market.”

Stock Repurchase

In the first quarter of fiscal year 2020, the company did not repurchase shares. During the second fiscal quarter, Ambarella’s Board of Directors authorized a new $50.0 million repurchase program through June 30, 2020. The repurchase program does not obligate the company to acquire any particular amount of ordinary shares, and it may be suspended at any time at the company’s discretion.

Quarterly Conference Call

Ambarella plans to hold a conference call at 4:30 p.m. Eastern Time / 1:30 p.m. Pacific Time today with Fermi Wang, President and Chief Executive Officer, and Casey Eichler, Chief Financial Officer, to discuss the first quarter of fiscal year 2020 results. The call can be accessed by dialing 877-304-8963 in the USA; international callers should dial 760-666-4834. Please dial in ten minutes prior to the scheduled conference call time. A live and archived webcast of the call will be available on Ambarella’s website at http://www.ambarella.com/ for up to 30 days after the call.

About Ambarella

Ambarella’s products are used in a wide variety of human and computer vision applications, including security camera, advanced driver assistance (ADAS), electronic mirror, drive recorder, driver/cabin monitoring, autonomous driving, and other robotic applications. Ambarella’s low-power and high-resolution video compression, image processing, and deep neural network processors and software enable cameras to become more intelligent by extracting valuable data from high-resolution video streams. For more information, please visit www.ambarella.com.

“Safe harbor” statement under the Private Securities Litigation Reform Act of 1995

This press release contains forward-looking statements that are not historical facts and often can be identified by terms such as “outlook,” “projected,” “intends,” “will,” “estimates,” “anticipates,” “expects,” “believes,” “could,” or similar expressions, including the guidance for the second quarter of fiscal year 2020 ending July 31, 2019, and the comments of our CEO relating to potential growth opportunities in the AI and CV markets, the company’s ability to generate design wins and potential revenue being generated from new design wins, future market trends and our ability to successfully compete in such markets. The achievement or success of the matters covered by such forward-looking statements involves risks, uncertainties and assumptions. Our actual results could differ materially from those predicted or implied and reported results should not be considered as an indication of our future performance.

The risks and uncertainties referred to above include, but are not limited to, risks associated with global economic and political conditions, including possible trade tariffs and restrictions; revenue being generated from new customers or design wins, neither of which is assured; the commercial success of our customers’ products; our growth strategy; our ability to anticipate future market demands and future needs of our customers; our ability to introduce new and enhanced solutions; our ability to develop, and to generate revenue from, new advanced technologies, such as computer vision functionality; our ability to retain and expand customer relationships and to achieve design wins; the expansion of our current markets and our ability to successfully enter new markets, such as the OEM automotive and robotics markets; anticipated trends and challenges, including competition, in the markets in which we operate; our ability to effectively manage growth; our ability to retain key employees; and the potential for intellectual property disputes or other litigation.

Further information on these and other factors that could affect our financial results is included in the company’s Annual Report on Form 10-K for our 2019 fiscal year, which is on file with the Securities and Exchange Commission. Additional information will also be set forth in the company’s quarterly reports on Form 10-Q, annual reports on Form 10-K and other filings the company makes with the Securities and Exchange Commission from time to time, copies of which may be obtained by visiting the Investor Relations portion of our web site at www.ambarella.com or the SEC’s web site at www.sec.gov. Undue reliance should not be placed on the forward-looking statements in this release, which are based on information available to us on the date hereof. The results we report in our Quarterly Report on Form 10-Q for the first fiscal quarter ended April 30, 2019 could differ from the preliminary results announced in this press release.

Ambarella assumes no obligation and does not intend to update the forward-looking statements made in this press release, except as required by law.

Non-GAAP Financial Measures

The company has provided in this release non-GAAP financial information including non-GAAP gross margin, net income, and earnings per share, as a supplement to the condensed consolidated financial statements, which are prepared in accordance with generally accepted accounting principles (“GAAP”). Management uses these non-GAAP financial measures internally in analyzing the company’s financial results to assess operational performance and liquidity. The company believes that both management and investors benefit from referring to these non-GAAP financial measures in assessing its performance and when planning, forecasting and analyzing future periods. Further, the company believes these non-GAAP financial measures are useful to investors because they allow for greater transparency with respect to key financial metrics that the company uses in making operating decisions and because the company believes that investors and analysts use them to help assess the health of its business and for comparison to other companies. Non-GAAP results are presented for supplemental informational purposes only for understanding the company’s operating results. The non-GAAP information should not be considered a substitute for financial information presented in accordance with GAAP, and may be different from non-GAAP measures used by other companies.

With respect to its financial results for the first quarter of fiscal year 2020, the company has provided below reconciliations of its non-GAAP financial measures to its most directly comparable GAAP financial measures. With respect to the company’s expectations for the second quarter of fiscal year 2020, a reconciliation of non-GAAP gross margin and non-GAAP operating expenses guidance to the closest corresponding GAAP measure is not available without unreasonable efforts on a forward-looking basis due to the high variability and low visibility with respect to the charges excluded from these non-GAAP measures. We expect the variability of the above charges to have a significant, and potentially unpredictable, impact on our future GAAP financial results.



(in thousands, except share and per share data)



     Three Months Ended April 30,  
     2019     2018  


   $ 47,188     $ 56,938  

Cost of revenue

     19,335       22,046  







Gross profit

     27,853       34,892  







Operating expenses:


Research and development

     33,017       31,664  

Selling, general and administrative

     13,077       13,178  







Total operating expenses

     46,094       44,842  

Loss from operations

     (18,241     (9,950

Other income, net

     2,196       792  







Loss before income taxes

     (16,045     (9,158

Provision for income taxes

     1,266       848  







Net loss

   $ (17,311   $ (10,006







Net loss per share attributable to ordinary shareholders:



   $ (0.53   $ (0.30








   $ (0.53   $ (0.30







Weighted-average shares used to compute net loss per share attributable to ordinary shareholders:



     32,492,044       33,334,801  








     32,492,044       33,334,801  







The following table presents details of stock-based compensation expense included in each functional line item in the condensed consolidated statements of operations above:


     Three Months Ended April 30,  
     2019      2018  
     (unaudited, in thousands)  

Stock-based compensation:


Cost of revenue

   $ 267      $ 315  

Research and development

     10,204        8,760  

Selling, general and administrative

     5,989        5,120  







Total stock-based compensation

   $ 16,460      $ 14,195  







The difference between GAAP and non-GAAP gross margin was 0.6% and 0.5%, or $0.3 million and $0.3 million, for the three months ended April 30, 2019 and April 30, 2018, respectively. The differences were due to the effect of stock-based compensation.



(in thousands, except share and per share data)


     Three Months Ended April 30,  
     2019     2018  

GAAP net loss

   $ (17,311   $ (10,006

Non-GAAP adjustments:


Stock-based compensation expense

     16,460       14,195  

Income tax effect

     1,117       346  







Non-GAAP net income

   $ 266     $ 4,535  







GAAP – diluted weighted average shares

     32,492,044       33,334,801  

Non-GAAP – diluted weighted average shares

     33,463,035       34,512,592  

GAAP – diluted net loss per share

   $ (0.53   $ (0.30

Non-GAAP adjustments:


Stock-based compensation expense

     0.51       0.43  

Income tax effect

     0.03       0.01  

Effect of Non-GAAP – diluted weighted average shares


Non-GAAP – diluted net income per share

   $ 0.01     $ 0.13  



(unaudited, in thousands)

     April 30,
     January 31,



Current assets:


Cash and cash equivalents

   $ 204,444      $ 194,047  

Marketable debt securities

     161,732        164,861  

Accounts receivable, net

     26,457        26,212  


     17,635        18,252  

Restricted cash

     11        11  

Prepaid expenses and other current assets

     5,025        6,206  







Total current assets

     415,304        409,589  

Property and equipment, net

     6,383        6,728  

Deferred tax assets, non-current

     10,566        10,587  

Intangible assets, net

     10,134        10,936  

Operating lease right-of-use assets, net



     26,601        26,601  

Other non-current assets

     2,352        2,412  







Total assets

   $ 479,251      $ 466,853  









Current liabilities:


Accounts payable

     16,055        12,801  

Accrued and other current liabilities

     22,523        24,700  

Operating lease liabilities, current


Income taxes payable

     682        993  

Deferred revenue, current

     565        529  







Total current liabilities

     42,215        39,023  

Operating lease liabilities, non-current


Other long-term liabilities

     8,963        8,341  







Total liabilities

     56,813        47,364  







Shareholders’ equity:


Preference shares


Ordinary shares

     15        15  

Additional paid-in capital

     208,522        188,516  

Accumulated other comprehensive income

     351        97  

Retained earnings

     213,550        230,861  







Total shareholders’ equity

     422,438        419,489  







Total liabilities and shareholders’ equity

   $ 479,251      $ 466,853