Credo Technology (CRDO) - 2025 Q4 - Annual Report

Part I - The company's mission is to provide high-speed, energy-efficient connectivity solutions for AI, cloud computing, and hyperscale networks, leveraging its core SerDes and DSP technologies[23] - Credo's product families include integrated circuits (ICs), Active Electrical Cables (AECs), and SerDes Chiplets, with intellectual property (IP) solutions primarily consisting of SerDes IP licensing[24] - The company utilizes a fabless business model, contracting with third-party foundries like TSMC for wafer production and other partners for packaging, assembly, and testing[65][71] Fiscal Year Financial Highlights | Fiscal Year | Total Revenue | Product Revenue % | IP License Revenue % | | :--- | :--- | :--- | :--- | | 2025 | $436.8 million | 97% | 3% | | 2024 | $193.0 million | 85% | 15% | Business Overview Credo Technology provides high-speed connectivity solutions, including ICs, Active Electrical Cables (AECs), and SerDes IP, for the AI, cloud computing, and hyperscale network markets. The company's products are based on its proprietary SerDes and DSP technologies, supporting speeds from 100G to the emerging 1.6T. In fiscal 2025, revenue grew to $436.8 million from $193.0 million in fiscal 2024, driven primarily by product sales which constituted 97% of total revenue. The company operates a fabless model, relying on partners like TSMC for manufacturing, and serves a concentrated base of blue-chip clients, including major hyperscalers Industry Overview and Growth Strategy - Market growth is driven by strong secular tailwinds, including the explosion in network traffic from AI/ML, the doubling of hyperscaler general compute traffic every 2-3 years, and the proliferation of 5G and high-speed consumer connectivity standards like PCIe[30][32][35] - The company's growth strategy focuses on extending its leadership in SerDes technologies, broadening its product and IP portfolio, acquiring new customers, and deepening relationships with existing ones[41][45] Products and Solutions - Credo offers a comprehensive suite of connectivity solutions including: - HiWire AECs®: Plug-and-play copper interconnects for data centers, offering alternatives to DACs and AOCs - Optical DSPs: Key components in optical transceivers for various networks, with families like Seagull (50G/lane), Dove (100G/lane), and the new Lark (800G) - Line Card PHYs: Retimers, Gearboxes, and MACsec devices for PAM4/NRZ backplane connectivity - SerDes Chiplets & IP: Enabling high-rate data transmission for MCM and SoC integration - PCIe Retimers: Toucan family for extending PCIe Gen6.x/CXL 3.x trace lengths - PILOT Software Platform: A new platform for predictive link integrity, optimization, and telemetry[43][44][47] Customers, Sales, and Manufacturing - The company has a high degree of customer concentration. In fiscal 2025, the top 10 customers accounted for approximately 90% of total revenue, with a single customer representing 67% of total revenue[60] - Credo employs a two-pronged sales strategy, targeting both end-users (like hyperscalers) and their suppliers (OEMs, ODMs), which has led to its solutions being specified by end-customers[61][62] - The company operates a fabless model, using TSMC exclusively for semiconductor wafer production in fiscal 2025, and partners like Amkor, ASE, KYEC, and BizLink for assembly, testing, and AEC manufacturing[65][71] Research & Development and Intellectual Property R&D Expense | Fiscal Year | R&D Expense | | :--- | :--- | | 2025 | $146.0 million | | 2024 | $95.5 million | - As of May 3, 2025, the company employed 507 engineers, primarily located in San Jose, mainland China, and Taiwan[67] - As of May 3, 2025, Credo owned 78 issued U.S. patents and 48 issued patents in mainland China, with patents expected to expire between 2029 and 2045[69] Risk Factors The company faces significant risks, including heavy dependence on a limited number of customers, with one customer accounting for 67% of fiscal 2025 revenue. Other major risks include the lack of long-term purchase commitments, macroeconomic pressures like inflation and tariffs, intense competition from larger players like Broadcom and Marvell, and reliance on a single source (TSMC) for wafer fabrication. Geopolitical tensions, particularly concerning Taiwan and U.S.-China relations, pose a threat to operations and supply chain. The company also highlights risks related to intellectual property protection, cybersecurity threats, and the legal complexities of its international operations and Cayman Islands incorporation - Business Risks: High customer concentration is a primary risk, with one customer accounting for 67% of total revenue in fiscal 2025. The loss of this or other major customers could significantly harm operating results[91] - Manufacturing & Supply Chain Risks: The company relies on a limited number of third parties, exclusively using TSMC for semiconductor wafer production in fiscal 2025. This creates significant risk related to capacity shortages, price increases, and geopolitical disruptions, particularly in Taiwan[120][124][194] - International & Geopolitical Risks: Operations are exposed to geopolitical tensions between the U.S. and China, including tariffs and outbound investment restrictions. The company's reliance on Taiwanese suppliers creates vulnerability to political instability between Taiwan and mainland China[98][189][194] - Market & Competition Risks: The company faces intense competition from larger, more established companies like Broadcom, Marvell, and Astera Labs. The market for high-speed connectivity is rapidly evolving, and failure to anticipate technological shifts could result in loss of market share[107][108][119] - Financial Risks: The company had an accumulated deficit of $83.2 million as of May 3, 2025, despite achieving profitability in fiscal 2025. Future profitability is not guaranteed due to expected increases in operating expenses[102] Cybersecurity Credo has established a cybersecurity risk management program that includes periodic risk assessments, employee training, and an incident response process. Board-level oversight is handled by the Nominating and Corporate Governance Committee and the Audit Committee. The day-to-day management is led by the IT management team, including the Director of IT with over 15 years of experience. The company maintains a cybersecurity risk insurance policy and reports no material cybersecurity incidents to date - The Board delegates cybersecurity oversight to the Nominating and Corporate Governance Committee and the Audit Committee, with the full Board receiving at least an annual briefing[275][276] - Day-to-day management of the cybersecurity program is handled by the IT management team, which supervises internal personnel and external consultants[277][278] - As of the report date, the company is not aware of any cybersecurity threats or incidents that have materially affected or are reasonably likely to materially affect its business, operations, or financial condition[274] Properties As of May 3, 2025, Credo leases approximately 250,580 square feet of facility space globally for research, design, sales, and administration. The primary locations are in the United States, mainland China, and Taiwan. Lease terms expire between 2025 and 2030 Leased Facilities by Location (as of May 3, 2025) | Location | Primary Use | Square Feet | | :--- | :--- | :--- | | United States | R&D, Sales, Admin | 88,896 | | Mainland China | R&D, Admin | 85,446 | | Taiwan | R&D, Admin | 69,150 | | Hong Kong | Admin | 7,088 | | Total | | 250,580 | Part II Management's Discussion and Analysis (MD&A) In fiscal 2025, Credo's revenue increased 126.3% to $436.8 million, driven by a 184.2% surge in product sales, primarily from AEC products. This growth led to a significant turnaround in profitability, with net income reaching $52.2 million compared to a net loss of $28.4 million in fiscal 2024. Gross margin improved from 61.9% to 64.8% due to operating leverage. Operating expenses rose significantly, with R&D up 52.8% and SG&A up 64.3%, reflecting investments in growth and increased share-based compensation. The company's liquidity remains strong, with cash and cash equivalents of $236.3 million and positive cash flow from operations of $65.1 million - Total revenue for fiscal 2025 increased by $243.8 million (126.3%) compared to fiscal 2024, primarily due to a $267.1 million increase in product sales revenue from higher AEC shipment volumes[328][329] - The company achieved net income of $52.2 million in fiscal 2025, a significant improvement from a net loss of $28.4 million in fiscal 2024[300] - Gross margin expanded to 64.8% in fiscal 2025 from 61.9% in fiscal 2024, driven by improved operating leverage as the product sales business gained scale[332] - End customer concentration remains high, with one end customer (Customer E) accounting for 63% of total revenue in fiscal 2025, up from 20% in fiscal 2024[302] Results of Operations Comparison of Key Financial Metrics (FY2025 vs. FY2024) | Metric (in thousands) | FY 2025 | FY 2024 | % Change | | :--- | :--- | :--- | :--- | | Total Revenue | $436,775 | $192,970 | 126.3% | | Product Sales Revenue | $412,177 | $145,048 | 184.2% | | IP License Revenue | $12,476 | $28,024 | (55.5)% | | Gross Profit | $282,909 | $119,431 | 136.9% | | Gross Margin | 64.8% | 61.9% | +2.9 p.p. | | Operating Expenses | | | | | R&D | $145,994 | $95,531 | 52.8% | | SG&A | $98,918 | $60,193 | 64.3% | | Operating Income (Loss) | $37,124 | ($37,058) | N/A | | Net Income (Loss) | $52,183 | ($28,369) | N/A | - The increase in R&D expenses was primarily due to higher share-based compensation ($20.6M), personnel costs from new hires ($13.3M), and increased design and testing activities ($10.0M)[333] - The increase in SG&A expenses was mainly driven by higher share-based compensation ($17.7M), increased personnel costs ($10.3M), and higher external consultation fees ($5.6M)[334] Liquidity and Capital Resources Cash and Working Capital (in millions) | Metric | May 3, 2025 | April 27, 2024 | | :--- | :--- | :--- | | Cash and cash equivalents | $236.3 | $66.9 | | Working capital | $605.8 | $485.6 | Summary of Cash Flows (in thousands) | Cash Flow Activity | FY 2025 | FY 2024 | | :--- | :--- | :--- | | Net cash provided by operating activities | $65,083 | $32,737 | | Net cash provided by (used in) investing activities | $111,990 | ($249,485) | | Net cash (used in) provided by financing activities | ($7,728) | $175,276 | - Cash from operations in fiscal 2025 was primarily driven by net income of $52.2 million and non-cash charges (like $77.4M in share-based compensation), partially offset by a $108.4 million use of cash for working capital, including a $102.5 million increase in accounts receivable and a $70.5 million increase in inventory[341] Market Risk Disclosures The company's primary market risks are foreign currency exchange risk and interest rate risk. The majority of sales and expenses are in U.S. dollars, but some operational expenses are in foreign currencies, creating exposure to currency fluctuations. A hypothetical 10% weakening of the U.S. dollar would have increased fiscal 2025 operating expenses by approximately 2%. Interest rate risk stems from investments in money market funds and time deposits, where changes in rates could affect fair value and income - The majority of sales and expenses are denominated in U.S. dollars, mitigating some foreign currency risk. However, a portion of international operating expenses are in foreign currencies[356] - A sensitivity analysis showed that a hypothetical 10% adverse change in exchange rates (weakened USD) would have increased fiscal 2025 operating expenses by about 2%[358] - Interest rate risk exists for the company's cash equivalents and short-term investments. Rising rates could adversely impact the fair value of fixed-rate securities[359] Financial Statements and Supplementary Data The consolidated financial statements, audited by Ernst & Young LLP, present the company's financial position as of May 3, 2025, and its performance for the fiscal year then ended. Key highlights include total assets of $809.3 million, a significant increase in revenue to $436.8 million, and a shift to net income of $52.2 million. The notes detail significant customer concentration, with one customer representing 67% of revenue, and reliance on TSMC for manufacturing. The statements also reflect substantial investments in R&D and a significant increase in share-based compensation - The independent registered public accounting firm, Ernst & Young LLP, issued an unqualified opinion on the consolidated financial statements and on the effectiveness of the company's internal control over financial reporting[364][365][372] - A critical audit matter identified was the valuation of inventory, specifically management's estimates for net realizable value of excess and obsolete inventory, which involves subjective judgment regarding future product demand[368][369] Consolidated Financial Statements Consolidated Balance Sheet Highlights (in thousands) | Account | May 3, 2025 | April 27, 2024 | | :--- | :--- | :--- | | Total Assets | $809,257 | $601,932 | | Cash and cash equivalents | $236,328 | $66,942 | | Accounts receivable | $162,144 | $59,662 | | Inventories | $90,029 | $25,907 | | Total Liabilities | $127,675 | $61,734 | | Total Shareholders' Equity | $681,582 | $540,198 | Consolidated Statement of Operations Highlights (in thousands) | Account | FY 2025 | FY 2024 | FY 2023 | | :--- | :--- | :--- | :--- | | Total Revenue | $436,775 | $192,970 | $184,194 | | Gross Profit | $282,909 | $119,431 | $106,194 | | Operating Income (Loss) | $37,124 | ($37,058) | ($21,235) | | Net Income (Loss) | $52,183 | ($28,369) | ($16,547) | | Diluted EPS | $0.29 | ($0.18) | ($0.11) | Selected Notes to Financial Statements - Customer Concentration: A single customer (Customer A) accounted for 67% of total revenue in fiscal 2025 and 86% of accounts receivable as of May 3, 2025[444] - Supplier Concentration: The company outsources all of its integrated circuit manufacturing to Taiwan Semiconductor Manufacturing Company Limited (TSMC)[448] - Customer Warrant: A warrant issued to an affiliate of Amazon.com has 4.1 million shares vested as of May 3, 2025. The company recognized $13.2 million as a reduction to revenue (contra revenue) in fiscal 2025 related to this warrant, which is now fully amortized[454][457] - Share-Based Compensation: Total share-based compensation expense was $77.4 million in fiscal 2025, a significant increase from $39.0 million in fiscal 2024. As of May 3, 2025, total unrecognized compensation cost for RSUs was $318.6 million[490][497] - Geographic Revenue: Revenue by destination for fiscal 2025 was primarily Hong Kong (56%), United States (15%), and Mainland China (18%)[517] Controls and Procedures Management, including the CEO and CFO, evaluated the company's disclosure controls and procedures and concluded they were effective at a reasonable assurance level as of May 3, 2025. Management also concluded that the company's internal control over financial reporting was effective. The independent auditor, Ernst & Young LLP, provided an unqualified opinion on the effectiveness of the internal control over financial reporting - The CEO and CFO concluded that the company's disclosure controls and procedures were effective as of May 3, 2025[521] - Management concluded that internal control over financial reporting was effective as of May 3, 2025, and this assessment was audited by Ernst & Young LLP, which issued an unqualified opinion[523] - No changes in internal control over financial reporting occurred during the fourth quarter of fiscal 2025 that materially affected, or are reasonably likely to materially affect, internal controls[524] Other Information This section discloses updates to executive Rule 10b5-1 trading plans, including terminations by two executives and the adoption of a new plan by CEO William J. Brennan. Most notably, on June 30, 2025, the Board approved a special performance-based restricted stock unit (PSU) program for key leadership. This program is designed to incentivize significant long-term shareholder value creation, with vesting tied to achieving a stock price of $116 per share, representing an approximate 100% increase from the price at the time of approval - On June 30, 2025, the Board approved a special PSU award program for key executives to drive long-term shareholder value and ensure leadership continuity[529] - The special PSUs are earned if the company's average stock price over 60 trading days reaches or exceeds $116 on the first, second, or third anniversaries of the grant date[530] - CEO William Brennan was granted 200,000 Special PSUs, and CFO Dan Fleming was granted 100,000 Special PSUs under this new program[534] Part III Items 10 through 14, covering Directors, Executive Compensation, Security Ownership, Related Transactions, and Principal Accounting Fees, are incorporated by reference from the company's definitive proxy statement for its 2025 annual meeting of shareholders, which will be filed within 120 days after the fiscal year-end - Information for Items 10, 11, 12, 13, and 14 is incorporated by reference from the forthcoming 2025 Proxy Statement[538][539][540] Part IV This section contains the list of financial statements, financial statement schedules, and exhibits filed with the Form 10-K. All required financial statements are included in Part II, Item 8, and all schedules have been omitted as they are not applicable or the required information is included elsewhere - This part lists all exhibits filed with the annual report, including governance documents, material contracts, and certifications[546][547]