WISeKey International (US:WKEY)2024-05-15 20:13Key Information Risk Factors The company faces diverse risks including industry cyclicality, financial losses, legal compliance, and share-related issues Risks Related to Our Business and Industry The company faces significant operational and industry risks, including market cyclicality, geopolitical instability, customer concentration, and supply chain dependencies - The semiconductor industry is highly cyclical and competitive, characterized by rapid technological change, short product lifecycles, and significant price erosion878993 - The company is heavily reliant on a small number of significant customers, with the ten largest customers constituting 90% of revenue in fiscal year 2023108 - Geopolitical instability, including conflicts in Ukraine and between Israel and Hamas, presents risks of market disruption, supply chain interruptions, and adverse global economic effects384042 - The business depends on third-party suppliers for critical functions like silicon manufacturing and testing, where disruptions can limit production capacity and lead to lost revenues8384115 - A breach of the company's security systems could result in significant civil liability, diminish public perception, and negatively affect customer attraction and retention73133 Financial Risks The company faces financial risks from a history of losses, reliance on subsidiary cash flow, founder influence, and potential dilution from convertible debt - The company has a history of losses, with an accumulated deficit of $281.0 million as of December 31, 2023, an increase from $265.6 million at the end of 2022158 - Founder Carlos Moreira holds over 30% of the company's voting rights, giving him significant influence over corporate matters160 - The company has issued convertible notes and warrants to entities like L1 Capital and Anson Investments, which, upon conversion or exercise, will dilute existing shareholders' interests168171173 - As a holding company, WISeKey has no direct cash-generating operations and relies on distributions from its subsidiaries to fund its activities and any potential dividends182 Legal Risks The company is subject to various legal and regulatory risks, including intellectual property claims, stringent employment laws, and the impact of its SEALSQ Corp spin-off - The company's dual-class share structure gives Class A shares greater relative voting power per unit of capital contribution on most matters189 - The partial spin-off of SEALSQ Corp in May 2023 may not yield all expected strategic and financial benefits, as WISeKey retains a controlling interest201202203 - The company is subject to stringent employment laws in jurisdictions like Switzerland and France, which grant significant job protection to employees and could impact operational flexibility186 Risks Related to Our Shares and ADSs Investors in WISeKey's shares and ADSs face specific risks due to its foreign private issuer status, emerging growth company classification, and potential PFIC status - As a "foreign private issuer," WISeKey is exempt from certain NASDAQ corporate governance standards and SEC disclosure rules, potentially offering less protection to shareholders209210214 - There is a risk the company will be classified as a Passive Foreign Investment Company (PFIC) for 2024 and future years, which could lead to adverse U.S. federal income tax consequences for U.S. holders of its ADSs235236 - The company is an "emerging growth company" under the JOBS Act, allowing it to take advantage of reduced disclosure requirements, such as exemption from auditor attestation on internal controls216 - Voting rights for ADS holders are limited by the deposit agreement, where timely instructions are required, otherwise the depositary will vote according to Board recommendations226227 Information on the Company History and Development of the Company WISeKey International Holding AG, established in 2015, has undergone significant restructuring, including the sale of arago GmbH and the partial spin-off of SEALSQ Corp - Acquired a 51% controlling interest in AI company arago GmbH in February 2021, but completed its sale on June 24, 2022, to refocus on core operations239240 - Incorporated SEALSQ Corp in 2022 to hold its semiconductor business, which was partially spun off (20%) and listed on the Nasdaq Global Market in May 2023241243244 - In June 2023, shareholders approved a reverse stock split of 25:1 for Class A Shares and 50:1 for Class B Shares246 Business Overview WISeKey operates through four key verticals: Semiconductors (SEALSQ), Satellites (WISeSat), Digital Art (WISe.ART), and Trust Services, focusing on digital trust and IoT connectivity Our Semiconductor Vertical (SEALSQ) The SEALSQ semiconductor business integrates digital trust into physical objects for the IoT market, focusing on secure microcontrollers and post-quantum cryptography - SEALSQ's mission is to integrate digital trust into the physical world by combining Cybersecurity, Semiconductors, and Post-Quantum IoT249250 - The global IoT cybersecurity market is projected to grow from $14.9 billion in 2021 to $40.3 billion by 2026, at a CAGR of 22.1%260 - In 2023, SEALSQ launched new secure elements, VaultIC292™ for IoT devices and VaultIC408™ for highly sensitive applications like Smart Meters and Medical Devices318319 - The company is developing its next generation of secure microcontrollers under the QUASARS project, which will implement post-quantum cryptography and is expected to have engineering samples in Q4 2024328329 - Strategic outlook for 2024 includes focusing on asset tracking through the Smart Container Consortium, establishing a Center of Excellence in Spain, and developing SEALCOIN, an IoT Machine-to-Machine token345354370 Our Satellite Vertical (WISeSat) The WISeSat.Space vertical is deploying an 80-satellite LEO constellation to provide global IoT connectivity, with 17 satellites launched to date - WISeSat.Space aims to deploy an 80-satellite LEO constellation to provide global IoT connectivity, with seventeen satellites launched to date389390 - The LEO satellite network offers lower latency than traditional GEO satellites, enabling applications in diverse sectors such as defense, healthcare, education, and logistics392393 - A key initiative is the Smart Container Consortium, which equips shipping containers with IoT sensors for real-time global tracking via the WISeSat constellation404405 Our WISe.ART Vertical WISe.ART is a multi-blockchain digital ecosystem for fine arts and luxury goods, providing NFT-based digital certificates of ownership and planning for tokenization - WISe.ART is a multi-blockchain platform that creates NFTs as digital certificates of ownership for physical art and luxury items407 - In 2023, the platform hosted over 2000 artworks from 150+ artists, with a total value exceeding $30 million410 - The company plans to launch WISe.ART 3.0 in Q3/Q4 2024, which will involve tokenization and the introduction of a utility coin, supported by HEDERA and Google413414415 Our Trust Services Vertical The Trust Services Vertical offers managed cloud services for trusted digital identities, highlighted by its adoption as the national ID platform for the Seychelles - This vertical provides managed PKI and digital identity solutions through a high-security "Unified Trust Center"418 - The WISeID platform was adopted by the Government of Seychelles as its national digital ID platform, "SeyID," which now includes a digital wallet for official documents419420 - The company is evolving the WISeID platform to include Web 3.0 capabilities such as Distributed Identity418 Organizational Structure WISeKey International Holding AG serves as the parent company, with its main operating subsidiaries including WISeKey Semiconductors SAS and WISeKey SA | Company Name | Country of Incorporation | Percentage Ownership (as at Dec 31, 2023) | | :--- | :--- | :--- | | WISeKey SA | Switzerland | 95.75% | | WISeKey Semiconductors SAS | France | 58.83 %* | - *WISeKey's ownership of WISeKey Semiconductors SAS is indirect through its majority stake in SEALSQ Corp422 Property, Plant, and Equipment The company's corporate headquarters are in Geneva, Switzerland, with its principal executive office in Zug, and its tangible fixed assets primarily consist of machinery and equipment | Asset category | Net book value (USD millions) | | :--- | :--- | | Machinery & equipment | 3.0 | | Office equipment and furniture | 0.2 | | Computer equipment and licenses | 0.2 | | Total tangible fixed assets | 3.4 | - The company does not own any facilities; its primary locations in Meyreuil, France, and Geneva, Switzerland, are operated under lease arrangements424 Operating and Financial Review and Prospects Operating Results In fiscal year 2023, revenue grew 30% to $30.9 million, driven by IoT demand, while net loss attributable to WISeKey significantly improved to $15.4 million | Financial Metric (USD thousands) | 2023 | 2022 | YoY Change | 2021 | | :--- | :--- | :--- | :--- | :--- | | Net Sales | 30,918 | 23,814 | +30% | 17,646 | | Gross Profit | 14,744 | 10,094 | +46% | 7,452 | | Gross Margin | 48% | 42% | | 42% | | Operating Loss | (13,299) | (10,436) | +27% | (21,160) | | Net Loss from Continuing Operations | (15,449) | (9,807) | +58% | (23,472) | | Net Loss Attributable to WISeKey | (15,360) | (27,475) | -44% | (20,340) | - The 30% revenue growth in 2023 was primarily driven by strong demand for IoT solutions, which saw a 30% increase in revenue to $30.1 million443444 - General & Administrative expenses rose by 51% in 2023 to $17.3 million, largely due to costs associated with the formation and Nasdaq listing of its subsidiary, SEALSQ Corp458 | Net Sales by Region (USD thousands) | 2023 | % of Total | 2022 | % of Total | | :--- | :--- | :--- | :--- | :--- | | North America | 16,646 | 54% | 13,677 | 57% | | Europe, Middle East & Africa | 10,695 | 35% | 7,264 | 30% | | Asia Pacific | 3,466 | 11% | 2,745 | 12% | | Latin America | 111 | 0% | 128 | 1% | | Total Net Sales | 30,918 | 100% | 23,814 | 100% | | Reconciliation to Adjusted EBITDA (Million USD) | 2023 | 2022 | | :--- | :--- | :--- | | Operating loss as reported | (13.3) | (10.4) | | Depreciation expense | 0.6 | 0.4 | | Amortization expense on intangibles | — | 0.1 | | EBITDA | (12.7) | (9.9) | | Listing-related professional fees | 0.3 | 0.1 | | Adjusted EBITDA | (12.4) | (9.8) | Liquidity and Capital Resources As of December 31, 2023, the company had $15.3 million in cash and cash equivalents and a positive working capital of $11.2 million, with management believing it has sufficient liquidity for the next 12 months - As of December 31, 2023, the company held $15.3 million in cash and cash equivalents and maintained a positive working capital of $11.2 million511512 | Consolidated Cash Flows (USD thousands) | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | | Net cash used in operating activities | (14,206) | (17,144) | (21,791) | | Net cash used in investing activities | (3,021) | (484) | (2,525) | | Net cash provided by financing activities | 11,850 | 4,185 | 36,975 | - The company utilizes several convertible note facilities for funding, including agreements with L1 Capital and Anson Investments, with L1 converting $1.2 million and Anson converting $3.5 million of their notes into WISeKey Class B shares in 2023540555 - In July 2023, subsidiary SEALSQ Corp entered into separate $10 million convertible note agreements with L1 Capital and Anson Investments to fund its operations560568 | Contractual Obligations (USD thousands) as at Dec 31, 2023 | Total | Less than 1 year | 1-3 years | 3-5 years | | :--- | :--- | :--- | :--- | :--- | | Operating and short-term lease obligations | 2,269 | 641 | 1,176 | 452 | | Debt and convertible note obligations | 6,398 | 4,100 | 2,298 | - | | Total contractual obligations | 8,667 | 4,741 | 3,474 | 452 | Research and Development, Patents and Licenses, Etc. The company invested $4.4 million in R&D in 2023, focusing on new secure chips with RISC-V architecture and post-quantum cryptography, protected by 117 patents | R&D Spending (USD millions) | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | | Amount | 4.4 | 3.9 | 5.6 | - Key R&D initiatives include developing a new generation of secure chips based on RISC-V architecture and offering protection against quantum computing attacks578 - The company currently holds 117 individual patents to protect its technology581 Trend Information The company is adapting to industry trends by developing RISC-V based processors, complying with new FIPS 140-3 standards, and implementing hybrid post-quantum cryptographic solutions - The company is adapting to the industry trend of adopting RISC-V based processors by developing its own secure core on this architecture for its next-generation hardware583 - To comply with the new FIPS 140-3 standard, which mandates side-channel attack resistance, the company has developed the VaultIC408 secure element583584 - In response to the threat from quantum computers, the company is developing hybrid cryptographic solutions that incorporate post-quantum algorithms, aligning with recommendations from cybersecurity agencies like ANSSI586 Critical Accounting Estimates The company's financial statements rely on critical accounting estimates for inventory valuation, income taxes, and impairment assessments of goodwill and intangible assets - Critical accounting estimates involve significant management judgment and include590 - Inventory Valuation: Assessing obsolescence and future demand for semiconductor products with long manufacturing cycles - Accounting for Income Taxes: Determining the recoverability of deferred tax assets based on future profitability projections - Impairment Assessment: Evaluating goodwill and other intangible assets based on assumptions of future cash flows and discount rates591593597 Directors, Senior Management and Employees Directors and Senior Management The company is led by a seven-member Board of Directors, including two executive and five non-executive directors, supported by a senior management team - The Board of Directors consists of seven members: two executive directors (Carlos Moreira, CEO and Peter Ward, CFO) and five non-executive directors598599 - Key senior management roles are held by experienced individuals in security, sales, finance, and semiconductor operations599 Compensation In 2023, the aggregate compensation for the board and executive officers was CHF 4.1 million (USD 4.6 million), with the highest-paid executive receiving CHF 2.3 million (USD 2.6 million) | Compensation Summary (FY 2023) | Amount (CHF thousands) | Amount (USD thousands) | | :--- | :--- | :--- | | Aggregate Board & Executive Compensation | 4,107 | 4,571 | | Highest Paid Executive (Carlos Moreira) | 2,348 | 2,613 | - Shareholders must annually approve the maximum aggregate compensation for both the Board of Directors and the executive management616 - The company maintains an Employee Stock Option Plan (ESOP) for directors, employees, and consultants, granting options on Class A and Class B shares630 Board Practices The Board of Directors, with five independent members, has established audit, nomination and compensation, and strategy committees, while adhering to Swiss corporate governance practices as a foreign private issuer - The board has seven directors, with five being independent, thus complying with the NASDAQ majority independence requirement634 - Key board committees include the Audit Committee, Nomination and Compensation Committee, and Strategy Committee638 - As a foreign private issuer, the company follows home country (Swiss) practices which differ from NASDAQ rules regarding quorum, proxy solicitation, and shareholder approval for certain transactions633643644 Employees As of December 31, 2023, WISeKey had 102 employees in continuing operations, primarily in France and Switzerland, with the largest groups in R&D and general administration | Headcount by Activity | Dec 31, 2023 | Dec 31, 2022 | | :--- | :--- | :--- | | Cost of sales | 6 | 6 | | Research and development | 41 | 21 | | Selling and marketing | 26 | 25 | | General and administrative | 29 | 29 | | Total | 102 | 81 | - The majority of the company's employees are located in France (57) and Switzerland (24)652 Share Ownership CEO Carlos Moreira is the principal shareholder, beneficially owning 99.5% of Class A Shares and 2.3% of Class B Shares as of December 31, 2023, translating to significant voting power - CEO Carlos Moreira beneficially owns 1,593,461 Class A shares (99.5%) and 67,434 Class B shares (2.3%) as of December 31, 2023655 - As of December 31, 2023, there were 148,039 options on Class B Shares and 392,720 options on Class A Shares outstanding under the company's share ownership plans665 Major Shareholders and Related Party Transactions Major Shareholders As of May 8, 2024, CEO Carlos Moreira is the only major shareholder, beneficially owning 99.6% of Class A Shares and 3.5% of Class B Shares, granting him 37.7% of total voting power | Name of beneficial owner | Total Class A Shares | Total Class B Shares | % of Outstanding Class A Shares | % of Outstanding Class B Shares | % Voting Power | | :--- | :--- | :--- | :--- | :--- | :--- | | Carlos Moreira | 1,811,641 | 116,099 | 99.6% | 3.5% | 37.7% | - The ownership figures for Carlos Moreira include shares issuable upon the exercise of options that are exercisable within 60 days of May 8, 2024669673 - As of December 31, 2023, approximately 20.3% of outstanding Class B Shares were held by record holders residing in the U.S., including those held by the ADS depositary bank677 Related Party Transactions The company has engaged in significant related-party transactions, including its formation, financing, and ongoing operational agreements with the OISTE foundation and SEALSQ Corp - The company was formed through contributions of shares from WiseTrust SA and WISeKey SA, with CEO Carlos Moreira playing a central role in the initial structuring679681685 - WISeKey has a perpetual license agreement with the OISTE foundation to use its cryptographic rootkey, involving annual fees; in 2023, OISTE invoiced WISeKey CHF 288,168 and WISeKey charged OISTE CHF 105,224711716720 - Following the spin-off of SEALSQ, there are ongoing intercompany loan and service agreements between WISeKey entities and SEALSQ's subsidiary, WISeKey Semiconductors SAS, to support working capital and provide management services692693702 - The son and daughter-in-law of CEO Carlos Moreira are employed by a company subsidiary, with aggregate remuneration of CHF 267,325 in 20237241311 Financial Information Consolidated Financial Statements and Other Financial Information The company's consolidated financial statements are appended to the annual report, which also discloses an ongoing investigation by French customs authorities into an indirect subsidiary - The company's consolidated financial statements as of December 31, 2023, are included starting on page F-1 of the report729 - An indirect subsidiary, WISeKey Semiconductors SAS, is under investigation by French customs authorities for errors in export forms for dual-use goods, which could result in a fine, though the potential loss cannot be reasonably estimated at this time730731 Significant Changes Several significant corporate actions occurred in 2023, including the partial spin-off and Nasdaq listing of SEALSQ Corp, and reverse stock splits for both Class A and Class B shares and ADSs - On May 24, 2023, subsidiary SEALSQ Corp was listed on the Nasdaq following a partial spin-off where 20% of its shares were distributed to WISeKey shareholders733734 - On June 22, 2023, a reverse stock split was effected: 50:1 for Class B Shares and 25:1 for Class A Shares735 - On July 5, 2023, a 1-for-2.5 reverse split was applied to the company's American Depositary Shares (ADSs)735 Additional Information Memorandum and Articles of Association The company's capital structure features dual-class shares with differing par values but equal voting rights, a board-authorized capital band, and an "opting-out" provision for mandatory takeover bids - The company has a dual-class share structure where Class A shares have a par value of CHF 0.25 and Class B shares have a par value of CHF 2.50, but each share has one vote744745 - The Board of Directors has authority to increase or decrease share capital within a "capital band" until June 21, 2028754 - The company has an "opting-out" provision in its Articles, exempting an acquirer from the mandatory takeover bid requirement under Swiss law818 - Dividends can only be paid from distributable profits or reserves and require shareholder approval; the company has not paid cash dividends and does not intend to in the foreseeable future776781 Material Contracts The company has several material contracts, including COVID-19 credit facilities, convertible note agreements with L1 Capital and Anson Investments, and a perpetual license with the OISTE foundation - The company has convertible note facilities with L1 Capital and Anson Investments, allowing it to draw funds in tranches that are mandatorily convertible into Class B Shares, which will dilute existing shareholders878881 - A collaboration agreement with the OISTE foundation grants WISeKey a worldwide license to use and commercialize OISTE's cryptographic Root of Trust in exchange for license and royalty fees885886 - Subsidiary SEALSQ Corp entered into separate Securities Purchase Agreements with L1 Capital and Anson Investments in July 2023 for up to $10 million each in convertible notes, whose conversions have already begun to dilute WISeKey's ownership in SEALSQ888891893 Taxation This section outlines material U.S. federal and Swiss tax considerations for ADS holders, including the risk of PFIC classification and Swiss withholding tax on dividends - There is a risk that the company could be classified as a Passive Foreign Investment Company (PFIC) for U.S. federal income tax purposes, particularly for 2024, which could lead to adverse tax consequences for U.S. shareholders908 - Dividends paid by the company are subject to a 35% Swiss federal withholding tax, though eligible U.S. Holders may be able to claim a partial refund to reduce the effective rate to 15% under the U.S.-Switzerland tax treaty924926 - For U.S. Holders, distributions are generally treated as dividends, and gains on the sale of ADSs are treated as capital gains, assuming the company is not a PFIC904906 Quantitative and Qualitative Disclosures about Market Risk Market Risk Disclosures The company's primary market risks stem from foreign currency exchange rates, commodity prices, and investment securities, with no exposure to interest rate risk - The company's main market risks are foreign currency exchange rates, commodity prices, and changes in the value of investment securities941 - The company is not exposed to interest rate risk as all its financial instruments have fixed interest rates941 - As of December 31, 2023, the company held investments in equity securities, including one at cost valued at $475,673 and another that was fully impaired in 2020946 Controls and Procedures Controls and Procedures Evaluation As of December 31, 2023, the CEO and CFO concluded that the company's disclosure controls and internal control over financial reporting were effective - The CEO and CFO concluded that the company's disclosure controls and procedures were effective as of the end of the fiscal year 2023958 - Management assessed internal control over financial reporting using the COSO framework (2013) and concluded it was effective as of December 31, 2023961 Cybersecurity Cybersecurity Governance and Risk Management WISeKey maintains a comprehensive cybersecurity strategy overseen by its Board and managed by a Global Security Director, with 35% of its IT budget dedicated to cybersecurity in 2023 - Cybersecurity governance is overseen by the Board of Directors, with a Global Security Director managing security processes under the supervision of a Security Board984985 - The company is certified ISO 27001 and its products are certified Common Criteria EAL5+, maintaining over 55 procedures and policies for IT and security987991 - Approximately 35% of the IT budget was spent on cybersecurity in 2023, with a planned increase to over 37% in 2024990 - The company conducts annual training for all employees and subcontractors to foster a cybersecurity-aware culture993 Financial Statements Consolidated Financial Statements For the year ended December 31, 2023, the company reported a net loss attributable to WISeKey of $15.4 million on revenues of $30.9 million, with total assets of $47.8 million | (USD thousands) | 2023 | 2022 | | :--- | :--- | :--- | | Net Sales | 30,918 | 23,814 | | Operating Loss | (13,300) | (10,436) | | Net Loss Attributable to WISeKey | (15,360) | (27,475) | | Loss per Class B Share (Basic) | (5.06) | (12.22) | | (USD thousands) | As at Dec 31, 2023 | As at Dec 31, 2022 | | :--- | :--- | :--- | | Total Assets | 47,801 | 49,496 | | Cash and cash equivalents | 15,311 | 20,706 | | Total Liabilities | 26,717 | 25,471 | | Total Shareholders' Equity | 21,084 | 24,025 | | Consolidated Cash Flows (USD thousands) | 2023 | 2022 | | :--- | :--- | :--- | | Net cash used in operating activities | (14,206) | (17,144) | | Net cash used in investing activities | (3,021) | (484) | | Net cash provided by financing activities | 11,850 | 4,185 | Notes to the Consolidated Financial Statements The notes detail accounting policies, the impact of the SEALSQ spin-off, revenue recognition by segment, and information on loans, pension plans, and stock-based compensation - The company adopted the two-class method for calculating earnings per share in 2023 due to a dividend-in-kind distribution, and restated prior period EPS figures accordingly10441045 - Revenue from the IoT segment was $30.1 million in 2023, while the mPKI segment generated $0.86 million1243 - The company has a defined benefit pension plan with a projected benefit obligation of $14.1 million and plan assets of $11.1 million, resulting in a net liability of $3.0 million as of December 31, 20231220 - As of December 31, 2023, the company had outstanding convertible notes with L1 Capital and Anson Investments, as well as similar instruments at its subsidiary SEALSQ, which are detailed in Note 22117011841199