8-K
AMBARELLA INC RI false 0001280263 0001280263 2023-05-30 2023-05-30

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

May 30, 2023

Date of Report (date of earliest event reported)

 

 

AMBARELLA, INC.

(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

N/A

(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 May 30, 2023, Ambarella, Inc. issued a press release announcing its financial results for the first quarter of fiscal year 2024 ended April 30, 2023. 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 May 30, 2023
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).


Signature

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: May 30, 2023     Ambarella, Inc.
     

/s/ Brian C. White

      Chief Financial Officer
EX-99.1

Exhibit 99.1

Ambarella, Inc. Announces First Quarter Fiscal Year 2024 Financial Results

May 30, 2023 – Santa Clara, Calif. – Ambarella, Inc. (NASDAQ: AMBA), an edge AI semiconductor company, today announced financial results for its first quarter of fiscal year 2024 ended April 30, 2023.

 

   

Revenue for the first quarter of fiscal 2024 was $62.1 million, down 31% from $90.3 million in the same period in fiscal 2023.

 

   

Gross margin under U.S. generally accepted accounting principles (GAAP) for the first quarter of fiscal 2024 was 60.4%, compared with 62.6% for the same period in fiscal 2023.

 

   

GAAP net loss for the first quarter of fiscal 2024 was $35.9 million, or loss per diluted ordinary share of $0.91, compared with GAAP net loss of $10.8 million, or loss per diluted ordinary share of $0.29, for the same period in fiscal 2023.

Financial results on a non-GAAP basis for the first quarter of fiscal 2024 are as follows:

 

   

Gross margin on a non-GAAP basis for the first quarter of fiscal 2024 was 63.1%, compared with 63.8% for the same period in fiscal 2023.

 

   

Non-GAAP net loss for the first quarter of fiscal 2024 was $6.0 million, or loss per diluted ordinary share of $0.15. This compares with non-GAAP net income of $17.1 million, or earnings per diluted ordinary share of $0.44, for the same period in fiscal 2023.

Based on information available as of today, Ambarella is offering the following guidance for the second quarter of fiscal year 2024, ending July 31, 2023:

 

   

Revenue is expected to be between $60.0 million to $64.0 million.

 

   

Gross margin on a non-GAAP basis is expected to be between 62.5% and 64.5%.

 

   

Operating expenses on a non-GAAP basis are expected to be between $48.0 million and $50.0 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 and acquisition-related costs 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 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 quarter of fiscal 2024 was $227.4 million, compared with $206.9 million at the end of the prior quarter and $200.6 million at the end of the same quarter a year ago.


“We are pleased to announce our first CV3 platform win through our partnership with Continental, including both the CV3 SoC as well as our autonomous driving software stack IP, in a L4 commercial vehicle application,” said Fermi Wang, President and CEO. “The cyclical headwinds persist and continue to pressure our financial results, but we are taking our inference AI strategy to the next level with our R&D investment focused on the build-out of our CV3 platform as well as new derivatives of our 3rd generation AI technology. For example, during Q1 we introduced and demonstrated CV72, a 5nm derivative of our CV3 SoC family, with strong interest and design activity from both IoT and automotive applications.”

Stock Repurchase

During the second quarter of fiscal year 2024, Ambarella’s Board of Directors approved an extension of the current share repurchase program for an additional twelve months ending June 30, 2024. The company did not repurchase shares in the first quarter of fiscal 2024. As of today, approximately $49.0 million is available for repurchases under the program. 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 Brian White, Chief Financial Officer, to discuss the first quarter of fiscal year 2024 results. 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 vision and edge AI applications, including video security, advanced driver assistance systems (ADAS), electronic mirror, drive recorder, driver/cabin monitoring, autonomous driving and robotics applications. Ambarella’s low-power systems-on-chip (SoCs) offer high-resolution video compression, advanced image and radar processing, and powerful deep neural network processing to enable intelligent perception, fusion and planning. 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,” “should,” or similar expressions, including the guidance for the second quarter of fiscal year 2024 ending July 31, 2023, and the comments of our CEO relating to cyclical headwinds faced by the Company and the impact on the Company’s financial results, and customer interest in our new products and technology. 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, global economic and political conditions, including possible trade tariffs and restrictions; supply chain challenges in the semiconductor industry; 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, particularly for AI computer vision applications; our ability to introduce new and enhanced solutions; our ability to develop, and to generate revenue from, new advanced technologies, such as computer vision and AI 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; risks associated with global health conditions and associated risk mitigation measures; 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 2023 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, 2023 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 (loss), and earnings (losses) 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 2024, 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 2024, 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.

AMBARELLA, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except share and per share data)

(unaudited)

 

     Three Months Ended April 30,  
     2023     2022  

Revenue

   $ 62,142     $ 90,305  

Cost of revenue

     24,623       33,758  
  

 

 

   

 

 

 

Gross profit

     37,519       56,547  
  

 

 

   

 

 

 

Operating expenses:

    

Research and development

     54,441       46,690  

Selling, general and administrative

     18,620       20,355  
  

 

 

   

 

 

 

Total operating expenses

     73,061       67,045  

Loss from operations

     (35,542     (10,498

Other income, net

     1,286       86  
  

 

 

   

 

 

 

Loss before income taxes

     (34,256     (10,412

Provision for income taxes

     1,646       410  
  

 

 

   

 

 

 

Net loss

   $ (35,902   $ (10,822
  

 

 

   

 

 

 

Net loss per share attributable to ordinary shareholders:

    

Basic

   $ (0.91   $ (0.29
  

 

 

   

 

 

 

Diluted

   $ (0.91   $ (0.29
  

 

 

   

 

 

 

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

    

Basic

     39,340,791       37,715,338  
  

 

 

   

 

 

 

Diluted

     39,340,791       37,715,338  
  

 

 

   

 

 

 


The following tables present details of stock-based compensation and acquisition-related costs included in each functional line item in the condensed consolidated statements of operations above:

 

     Three Months Ended April 30,  
         2023              2022      
               
     (unaudited, in thousands)  

Stock-based compensation:

     

Cost of revenue

   $ 941      $ 349  

Research and development

     18,361        17,151  

Selling, general and administrative

     7,963        9,541  
  

 

 

    

 

 

 

Total stock-based compensation

   $ 27,265      $ 27,041  
  

 

 

    

 

 

 

 

     Three Months Ended April 30,  
         2023              2022      
               
     (unaudited, in thousands)  

Acquisition-related costs:

     

Cost of revenue

   $ 757      $ 757  

Research and development

     —          —    

Selling, general and administrative

     520        536  
  

 

 

    

 

 

 

Total acquisition-related costs

   $ 1,277      $ 1,293  
  

 

 

    

 

 

 

The difference between GAAP and non-GAAP gross margin was 2.7% and 1.2%, or $1.7 million and $1.1 million, for the three months ended April 30, 2023 and April 30, 2022, respectively. The differences were due to the effect of stock-based compensation and the amortization of acquisition-related costs.

AMBARELLA, INC.

RECONCILIATION OF GAAP TO NON-GAAP DILUTED EARNINGS (LOSSES) PER SHARE

(in thousands, except share and per share data)

 

     Three Months Ended April 30,  
     2023     2022  
              
     (unaudited)  

GAAP net loss

   $ (35,902   $ (10,822

Non-GAAP adjustments:

    

Stock-based compensation expense

     27,265       27,041  

Acquisition-related costs

     1,277       1,293  

Income tax effect

     1,333       (446
  

 

 

   

 

 

 

Non-GAAP net income (loss)

   $ (6,027   $ 17,066  
  

 

 

   

 

 

 

GAAP – diluted weighted average shares

     39,340,791       37,715,338  

Non-GAAP – diluted weighted average shares

     39,340,791       39,002,530  

GAAP – diluted net loss per share

   $ (0.91   $ (0.29

Non-GAAP adjustments:

    

Stock-based compensation expense

     0.69       0.72  

Acquisition-related costs

     0.03       0.03  

Income tax effect

     0.04       (0.01

Effect of Non-GAAP – diluted weighted average shares

     —         (0.01

Non-GAAP – diluted net income (loss) per share

   $ (0.15   $ 0.44  


AMBARELLA, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited, in thousands)

 

     April 30,
2023
    January 31,
2023
 

ASSETS

    

Current assets:

    

Cash and cash equivalents

   $ 127,741     $ 113,541  

Marketable debt securities

     99,647       93,322  

Accounts receivable, net

     29,825       51,987  

Inventories

     41,223       40,486  

Restricted cash

     8       8  

Prepaid expenses and other current assets

     6,077       5,288  
  

 

 

   

 

 

 

Total current assets

     304,521       304,632  

Property and equipment, net

     11,279       11,814  

Deferred tax assets, non-current

     18,430       19,276  

Intangible assets, net

     55,535       58,497  

Operating lease right-of-use assets, net

     7,485       8,339  

Goodwill

     303,625       303,625  

Other non-current assets

     3,906       4,012  
  

 

 

   

 

 

 

Total assets

   $ 704,781     $ 710,195  
  

 

 

   

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

    

Current liabilities:

    

Accounts payable

     25,625       17,845  

Accrued and other current liabilities

     46,011       56,655  

Operating lease liabilities, current

     3,567       3,539  

Income taxes payable

     3,619       4,112  

Deferred revenue, current

     1,327       1,311  
  

 

 

   

 

 

 

Total current liabilities

     80,149       83,462  

Operating lease liabilities, non-current

     4,163       5,097  

Other long-term liabilities

     14,278       15,548  
  

 

 

   

 

 

 

Total liabilities

     98,590       104,107  
  

 

 

   

 

 

 

Shareholders’ equity:

    

Preference shares

     —         —    

Ordinary shares

     18       18  

Additional paid-in capital

     607,971       572,076  

Accumulated other comprehensive loss

     (382     (492

Retained earnings (accumulated deficit)

     (1,416     34,486  
  

 

 

   

 

 

 

Total shareholders’ equity

     606,191       606,088  
  

 

 

   

 

 

 

Total liabilities and shareholders’ equity

   $ 704,781     $ 710,195  
  

 

 

   

 

 

 

Contact:

Louis Gerhardy

408.636.2310

lgerhardy@ambarella.com