8-K
AMBARELLA INC RI false 0001280263 0001280263 2024-02-27 2024-02-27

 

 

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

February 27, 2024

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 February 27, 2024, Ambarella, Inc. issued a press release announcing its financial results for the fourth quarter and fiscal year 2024 ended January 31, 2024. 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 February 27, 2024
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: February 27, 2024     Ambarella, Inc.
     

/s/ John A. Young

      Chief Financial Officer
EX-99.1

Exhibit 99.1

Ambarella, Inc. Announces Fourth Quarter and Fiscal Year 2024 Financial Results

February 27, 2024 —Santa Clara, Calif. – Ambarella, Inc. (NASDAQ: AMBA), an edge AI semiconductor company, today announced fourth quarter and full year fiscal 2024 financial results for the period ended January 31, 2024.

 

   

Revenue for the fourth quarter of fiscal 2024 was $51.6 million, down 38.1% from $83.3 million in the same period in fiscal 2023. For the fiscal year ended January 31, 2024, revenue was $226.5 million, down 32.9% from $337.6 million for the fiscal year ended January 31, 2023.

 

   

Gross margin under U.S. generally accepted accounting principles (GAAP) for the fourth quarter of fiscal 2024 was 59.8%, compared with 59.6% for the same period in fiscal 2023. For the fiscal year ended January 31, 2024, GAAP gross margin was 60.4%, compared with 61.9% for the fiscal year ended January 31, 2023.

 

   

GAAP net loss for the fourth quarter of fiscal 2024 was $60.6 million, or loss per diluted ordinary share of $1.50, compared with a GAAP net loss of $11.1 million, or loss per diluted ordinary share of $0.29, for the same period in fiscal 2023. GAAP net loss for the fiscal year ended January 31, 2024 was $169.4 million, or loss per diluted ordinary share of $4.25. This compares with GAAP net loss of $65.4 million, or loss per diluted ordinary share of $1.70, for the fiscal year ended January 31, 2023. For the fourth quarter and full fiscal year ended January 31, 2024, GAAP net loss included a one-time income tax charge of $22.7 million establishing a valuation allowance on certain U.S. deferred tax assets that are deemed more-likely-than-not to be unrealizable in the foreseeable future.

Financial results on a non-GAAP basis for the fourth quarter and full year fiscal 2024 are as follows:

 

   

Gross margin on a non-GAAP basis for the fourth quarter of fiscal 2024 was 62.5%, compared with 63.5% for the same period in fiscal 2023. For the fiscal year ended January 31, 2024, non-GAAP gross margin was 63.3%, compared with 63.9% for the fiscal year ended January 31, 2023.

 

   

Non-GAAP net loss for the fourth quarter of fiscal 2024 was $9.8 million, or loss per diluted ordinary share of $0.24. This compares with non-GAAP net income of $8.9 million, or earnings per diluted ordinary share of $0.23, for the same period in fiscal 2023. Non-GAAP net loss for the fiscal year ended January 31, 2024 was $33.1 million, or loss per diluted ordinary share of $0.83. This compares with non-GAAP net income of $43.1 million, or earnings per diluted ordinary share of $1.10, for the fiscal year ended January 31, 2023.

Based on information available as of today, Ambarella is offering the following guidance for the first quarter of fiscal year 2025, ended April 30, 2024:

 

   

Revenue is expected to be between $52.0 million and $56.0 million

 

   

Gross margin on a non-GAAP basis is expected to be between 61.5% and 63.0%

 

   

Non-GAAP operating expenses are expected to be between $46.0 million and $49.0 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, acquisition-related costs and restructuring expense adjusted for the associated tax impact, which includes the effect of recognition or release of valuation allowances on deferred tax assets. 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 fourth quarter of fiscal 2024 was $219.9 million, compared with $222.3 million at the end of the prior quarter and $206.9 million at the end of the same quarter a year ago.

“We expect to return to revenue growth in fiscal year 2025, due to the strength of our AI products and the early actions we took to help our customers navigate their excess inventory. Looking beyond, we aim to restore growth and profitability while continuing to drive our edge AI inference R&D focus,” said Fermi Wang, President and CEO. “In the last year our key achievements included the continued ramp of our first 5 nanometer AI processor, CV5, which paves the way for our newer 5nm products. We sampled three new 5 nanometer AI processors; N1, CV72AQ and CV3-AD685, introduced our GenAI edge strategy and built-out our CV3 platform with the ongoing commercialization of our autonomous driving software stack modules and our centrally processed HD radar perception software.”

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 John Young, Chief Financial Officer, to discuss the fourth 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 first quarter of fiscal year 2025 ending April 30, 2024, and the comments of our CEO relating to our expectation of future revenue growth and longer-term


profitability, customer demand for our AI products, our ability to successfully execute our R&D strategy, and our ability to commercialize our autonomous driving software stack modules and our centrally processed HD radar perception software. 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; revenue being generated from new customers or design wins, neither of which is assured; the commercial success of our customers’ products; our customers’ ability to manage their inventory requirements; 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, and to generate revenue from, 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 Quarterly Report on Form 10-Q for the third quarter of fiscal year 2024, which is on file with the Securities and Exchange Commission. Additional information will also 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 Annual Report on Form 10-K for the fiscal year ended January 31, 2024 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 consolidated financial statements, which are prepared in accordance with generally accepted accounting principles (“GAAP”). Non-GAAP financial information excludes the impact of stock-based compensation, acquisition-related costs and restructuring expense adjusted for the associated income tax effect. The income tax effect adjustment consists of tax effect of items excluded from our non-GAAP measures,


as well as recognition or release of any valuation allowances on deferred tax assets. A valuation allowance is a non-cash adjustment primarily reflecting estimates made in calculation of current and deferred income taxes based on estimated future taxable profits in the United States, that are not directly attributable to our consolidated operating performance. Management uses these non-GAAP financial measures internally in analyzing the company’s financial results to assess operational 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. The company’s definitions of its non-GAAP financial measures may differ from the definitions used by other companies and, therefore, comparability may be limited, and other companies may not publish these non-GAAP financial measures. 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 fourth 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 first quarter of fiscal year 2025, a reconciliation of the company’s guidance for non-GAAP gross margin and non-GAAP operating expenses to the closest corresponding GAAP measure is not available without unreasonable efforts 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.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except share and per share data)

(unaudited)

 

     Three Months Ended January 31,     Twelve Months Ended January 31,  
     2024     2023     2024     2023  

Revenue

   $ 51,616     $ 83,321     $ 226,474     $ 337,606  

Cost of revenue

     20,763       33,676       89,657       128,672  
  

 

 

   

 

 

   

 

 

   

 

 

 

Gross profit

     30,853       49,645       136,817       208,934  
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating expenses:

        

Research and development

     51,992       53,054       215,052       204,946  

Selling, general and administrative

     20,575       20,031       76,325       78,244  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total operating expenses

     72,567       73,085       291,377       283,190  

Loss from operations

     (41,714     (23,440     (154,560     (74,256

Other income, net

     2,107       1,825       6,030       3,318  
  

 

 

   

 

 

   

 

 

   

 

 

 

Loss before income taxes

     (39,607     (21,615     (148,530     (70,938

Provision (benefit) for income taxes

     21,000       (10,510     20,887       (5,552
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss

   $ (60,607   $ (11,105   $ (169,417   $ (65,386
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss per share attributable to ordinary shareholders:

        

Basic

   $ (1.50   $ (0.29   $ (4.25   $ (1.70
  

 

 

   

 

 

   

 

 

   

 

 

 

Diluted

   $ (1.50   $ (0.29   $ (4.25   $ (1.70
  

 

 

   

 

 

   

 

 

   

 

 

 

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

        

Basic

     40,384,743       38,898,290       39,878,872       38,363,638  
  

 

 

   

 

 

   

 

 

   

 

 

 

Diluted

     40,384,743       38,898,290       39,878,872       38,363,638  
  

 

 

   

 

 

   

 

 

   

 

 

 

 

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

 

 

     Three Months Ended January 31,     Twelve Months Ended January 31,  
     2024     2023     2024     2023  
     (unaudited, in thousands)  

Stock-based compensation:

        

Cost of revenue

   $ 647     $ 2,526     $ 3,341     $ 3,597  

Research and development

     17,950       17,461       72,759       71,236  

Selling, general and administrative

     9,923       9,120       35,216       36,325  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total stock-based compensation

   $ 28,520     $ 29,107     $ 111,316     $ 111,158  
  

 

 

   

 

 

   

 

 

   

 

 

 
     Three Months Ended January 31,     Twelve Months Ended January 31,  
     2024     2023     2024     2023  
     (unaudited, in thousands)  

Acquisition-related costs:

        

Cost of revenue

   $ 757     $ 757     $ 3,028     $ 3,028  

Research and development

     —        —        —        —   

Selling, general and administrative

     520       488       2,080       2,066  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total acquisition-related costs

   $ 1,277     $ 1,245     $ 5,108     $ 5,094  
  

 

 

   

 

 

   

 

 

   

 

 

 


     Three Months Ended January 31,     Twelve Months Ended January 31,  
     2024     2023     2024     2023  
     (unaudited, in thousands)  

Restructuring expense:

        

Cost of revenue

   $ —      $ —      $ 66     $ —   

Research and development

     36       —        708       —   

Selling, general and administrative

     68       —        182       —   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total restructuring expense

   $        104     $        —      $        956     $        —   
  

 

 

   

 

 

   

 

 

   

 

 

 

 

The difference between GAAP and non-GAAP gross margin was 2.7% and 3.9%, or $1.4 million and $3.3 million, for the three months ended January 31, 2024 and 2023, respectively. The difference between GAAP and non-GAAP gross margin was 2.9% and 2.0%, or $6.4 million and $6.6 million, for the fiscal years ended January 31, 2024 and 2023, respectively. The differences were due to the effect of stock-based compensation, amortization of acquisition-related costs and restructuring expense.

 

AMBARELLA, INC.

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

(in thousands, except share and per share data)

 

 

 

 

 

     Three Months Ended January 31,     Twelve Months Ended January 31,  
     2024     2023     2024     2023  
     (unaudited)  

GAAP net loss

   $ (60,607   $ (11,105   $ (169,417   $ (65,386

Non-GAAP adjustments:

        

Stock-based compensation expense

     28,520       29,107       111,316       111,158  

Acquisition-related costs

     1,277       1,245       5,108       5,094  

Restructuring expense

     104       —        956       —   

Income tax effect

     20,881       (10,310     18,971       (7,785
  

 

 

   

 

 

   

 

 

   

 

 

 

Non-GAAP net income (loss)

   $ (9,825   $ 8,937     $ (33,066   $ 43,081  
  

 

 

   

 

 

   

 

 

   

 

 

 

GAAP - diluted weighted average shares

     40,384,743       38,898,290       39,878,872       38,363,638  

Non-GAAP - diluted weighted average shares

     40,384,743       39,639,253       39,878,872       39,135,313  

GAAP - diluted net loss per share

   $ (1.50   $ (0.29   $ (4.25   $ (1.70

Non-GAAP adjustments:

        

Stock-based compensation expense

     0.71       0.75       2.79       2.90  

Acquisition-related costs

     0.03       0.03       0.13       0.13  

Restructuring expense

     —        —        0.02       —   

Income tax effect

     0.52       (0.27     0.48       (0.20

Effect of Non-GAAP - diluted weighted average shares

     —        0.01       —        (0.03

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

   $ (0.24   $ 0.23     $ (0.83   $ 1.10  

During the three months ended January 31, 2024, we recorded a valuation allowance of $22.7 million on certain deferred tax assets according to GAAP. Based on current forecasts of future taxable income in the United States, we believe it is more-likely-than-not that we will not benefit from these deferred tax assets. This valuation allowance was excluded from non-GAAP tax expense for the three and twelve months ended January 31, 2024, and is included in the “income tax effect” line in the above table.


AMBARELLA, INC.

CONSOLIDATED BALANCE SHEETS

(unaudited, in thousands)

 

     January 31,
2024
    January 31,
2023
 

ASSETS

    

Current assets:

    

Cash and cash equivalents

   $ 144,914     $ 113,541  

Marketable debt securities

     75,013       93,322  

Accounts receivable, net

     24,950       51,987  

Inventories

     29,043       40,486  

Restricted cash

     7       8  

Prepaid expenses and other current assets

     6,230       5,288  
  

 

 

   

 

 

 

Total current assets

     280,157       304,632  

Property and equipment, net

     10,439       11,814  

Deferred tax assets, non-current

     234       19,276  

Intangible assets, net

     55,136       58,497  

Operating lease right-of-use assets, net

     5,250       8,339  

Goodwill

     303,625       303,625  

Other non-current assets

     2,814       4,012  
  

 

 

   

 

 

 

Total assets

   $ 657,655     $ 710,195  
  

 

 

   

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

    

Current liabilities:

    

Accounts payable

     28,503       17,845  

Accrued and other current liabilities

     48,598       56,655  

Operating lease liabilities, current

     3,443       3,539  

Income taxes payable

     1,541       4,112  

Deferred revenue, current

     894       1,311  
  

 

 

   

 

 

 

Total current liabilities

     82,979       83,462  

Operating lease liabilities, non-current

     1,896       5,097  

Other long-term liabilities

     12,909       15,548  
  

 

 

   

 

 

 

Total liabilities

     97,784       104,107  
  

 

 

   

 

 

 

Shareholders’ equity:

    

Preference shares

     —        —   

Ordinary shares

     18       18  

Additional paid-in capital

     694,967       572,076  

Accumulated other comprehensive loss

     (183     (492

Retained earnings (accumulated deficit)

     (134,931     34,486  
  

 

 

   

 

 

 

Total shareholders’ equity

     559,871       606,088  
  

 

 

   

 

 

 

Total liabilities and shareholders’ equity

   $ 657,655     $ 710,195  
  

 

 

   

 

 

 

Contact:

Louis Gerhardy

408.636.2310

lgerhardy@ambarella.com