UCLOUDLINK(UCL) - 2023 Q4 - Annual Report

PART I Item 3. Key Information This section details the company's corporate structure, terminated VIEs, significant operational and regulatory risks, intercompany cash flows, and identified material weaknesses in internal control Holding Company Structure and Former VIEs The company, a Cayman Islands holding entity, terminated its historical VIE structure in March 2022, making former VIEs wholly-owned subsidiaries and now collaborates with licensed local partners in mainland China - The company terminated its VIE structure in March 2022. The former VIEs, which contributed 5% of total revenues in 2021 and 2% in 2022, are now wholly-owned subsidiaries[19][23] - Post-restructuring, the company conducts its PaaS and SaaS business in mainland China by cooperating with local partners who hold the necessary licenses, such as Beijing Huaxianglianxin Technology Company[24][220] - Despite the termination, the company acknowledges that its historical VIE structure carries risks, as PRC authorities could retroactively find the arrangements non-compliant, potentially leading to severe penalties[24][69][221] Regulatory Disclosures (HFCAA and PRC Permissions) The company addresses regulatory risks from the HFCAA and PRC government oversight, noting it is no longer an HFCAA-identified issuer but faces uncertainties regarding future PRC approvals for cybersecurity and overseas listings - The company is no longer identified as a "Commission-Identified Issuer" under the HFCAA because its current auditor is a Singapore-based firm that is registered with and can be inspected by the PCAOB[26][240] - The company states that under current PRC laws, it is not required to obtain permission from the CSRC or undergo a cybersecurity review by the CAC for its securities issuance to foreign investors. However, it acknowledges that future offerings will be subject to filing requirements with the CSRC[29][36] - New PRC regulations, such as the Measures for Cybersecurity Review and Measures on Security Assessment of Cross-border Data Transfer, create uncertainty. The company must apply for a cybersecurity review if it processes personal data of more than one million users and lists overseas[29][31] Cash Flows and Financial Information of Former VIEs This section details the historical intercompany cash flows and financial performance of the former VIEs prior to the March 2022 restructuring, highlighting their accumulated losses and condensed financial statements Intercompany Cash Flows with Former VIEs (2021-2022) | Flow Description | 2021 (US$ millions) | 2022 (US$ millions) | | :--- | :--- | :--- | | Subsidiaries to Former VIEs | | | | Purchase of Wi-Fi terminals | 29.4 | 27.7 | | Intercompany advances | 3.1 | 1.5 | | Former VIEs to Subsidiaries | | | | Purchase of data plans & raw materials | 1.9 | 0.9 | | Marketing & software licensing services | 5.4 | 4.7 | - The former VIEs incurred and accumulated losses historically; therefore, no technology service fees were paid by the former VIEs to the parent's subsidiary, Beijing uCloudlink, under the contractual agreements[42][48] Former VIEs' Financial Summary | Metric | 2021 (US$ thousands) | 2022 (US$ thousands) | | :--- | :--- | :--- | | Revenues | 30,979 | 30,371 | | Net Loss | (16,244) | (4,349) | | Total Assets (at year-end) | N/A | 21,502 | | Total Liabilities (at year-end) | N/A | 73,435 | D. Risk Factors The company identifies significant risks across business, corporate structure, operations in China, and its ADSs, including material weaknesses in internal controls and limited shareholder influence due to a dual-class share structure - The company identified two material weaknesses in its internal control over financial reporting: (1) lack of sufficient resources and personnel with U.S. GAAP expertise, and (2) lack of comprehensive U.S. GAAP accounting policies and procedures[100][101][862] - The company's business is highly dependent on network operators for wireless networks and data traffic. Any disruption, limitation, or failure to secure data traffic at favorable rates could adversely affect financial results[74][75][78] - A dual-class share structure grants 15 votes per Class B share versus one vote per Class A share. As of February 29, 2024, the company's two founders hold all Class B shares, controlling approximately 87.9% of the total voting power, which limits the influence of other shareholders[299][300] - Significant risks are associated with doing business in China, including changes in government policies, significant oversight from PRC authorities (CSRC, CAC), and the potential for ADSs to be prohibited from trading in the U.S. under the HFCAA if the PCAOB cannot inspect the company's auditor in the future[71][234][239] Item 4. Information on the Company This section provides a comprehensive overview of the company's business, history, and organizational structure, detailing its cloud SIM technology, evolving business models, products, services, and the 2022 VIE restructuring Business Overview uCloudlink operates a mobile data traffic marketplace leveraging cloud SIM technology across 157 countries, evolving through three business models and offering products like GlocalMe portable Wi-Fi and PaaS/SaaS platform services - The company's core business is built on its cloud SIM technology, which aggregates mobile data traffic from 382 MNOs in 157 countries and regions as of December 31, 2023[351] - The business operates under three models: uCloudlink 1.0 (cross-border travelers), uCloudlink 2.0 (local users across different MNOs), and the future uCloudlink 3.0 (a full data traffic marketplace)[357][358][360] Key Operational Metrics | Metric | 2021 | 2022 | 2023 | | :--- | :--- | :--- | :--- | | Average Daily Active Terminals | >241,000 | >290,500 | >316,000 | | Total Data Consumed (terabytes) | ~163,000 | ~176,500 | ~180,000 | Regulation The company's operations are subject to complex and evolving regulations in mainland China and Hong Kong, including foreign investment restrictions, stringent data security laws, and telecommunications licensing requirements - In mainland China, foreign investment in value-added telecommunications services is restricted, with foreign ownership capped at 50%. This was a key reason for the company's historical VIE structure[218][445][455] - The company is subject to China's Cybersecurity Law, Data Security Law, and Personal Information Protection Law, which regulate data collection, processing, and cross-border transfers, and require cybersecurity reviews for certain activities, such as overseas listings by platform operators with over one million users[470][472][473] - In Hong Kong, the company is subject to the Telecommunications Ordinance and holds a Radio Dealers License. It is also preparing an application for a Services-Based Operator License[90][527][532] Organizational Structure This section outlines the company's corporate structure, detailing the historical VIE arrangements and the March 2022 restructuring that terminated these agreements, making the former VIEs wholly-owned subsidiaries - The company's historical VIE structure, effective from January 2015 to March 2022, enabled it to control and consolidate the financial results of its mainland China operating entities[549][550] - On March 17, 2022, the company terminated all VIE agreements. The equity of the former VIEs was transferred to Shenzhen Ucloudlink Technology Limited, making them wholly-owned subsidiaries[551][552][553] Item 5. Operating and Financial Review and Prospects The company achieved profitability in 2023 with total revenues growing to $85.6 million, driven by service revenue recovery and improved gross margin, leading to a net income of $2.8 million and strengthened liquidity Results of Operations The company achieved a strong financial recovery and profitability in 2023, with total revenues reaching $85.6 million and a net income of $2.8 million, driven by increased data connectivity services and improved operational efficiency Consolidated Results of Operations (2021-2023) | Financial Metric (US$ in thousands) | 2021 | 2022 | 2023 | | :--- | :--- | :--- | :--- | | Total Revenues | 73,824 | 71,461 | 85,576 | | Gross Profit | 21,834 | 32,534 | 41,965 | | Gross Margin | 29.6% | 45.5% | 49.0% | | (Loss)/Income from Operations | (45,910) | (19,192) | 2,587 | | Net (Loss)/Income | (46,041) | (19,853) | 2,811 | - Revenue from international data connectivity services grew from $28.1 million in 2022 to $37.9 million in 2023, marking a significant recovery driven by the rebound in international travel[592] - The company achieved income from operations of $2.6 million in 2023, a significant turnaround from an operating loss of $19.2 million in 2022, reflecting improved revenues and operational efficiency[591][597] Liquidity and Capital Resources The company's liquidity improved in 2023, with cash and cash equivalents rising to $23.4 million, driven by positive net cash from operating activities, and management anticipates sufficient funds for future needs Summary of Cash Flows (2021-2023) | Cash Flow (US$ in thousands) | 2021 | 2022 | 2023 | | :--- | :--- | :--- | :--- | | Net cash (used in)/generated from operating activities | (21,738) | 4,404 | 6,507 | | Net cash used in investing activities | (935) | (162) | (240) | | Net cash generated from financing activities | 735 | 3,540 | 2,509 | | Cash and cash equivalents at end of year | 7,868 | 14,921 | 23,371 | - The company's accounts receivable turnover days improved significantly, decreasing from 53.3 days in 2022 to 26.6 days in 2023, primarily due to changes in payment terms for terminal sales[645] - As of December 31, 2023, the company had contractual obligations totaling $12.5 million, with $9.9 million due in 2024, primarily consisting of short-term borrowings and purchase obligations for data[656] Critical Accounting Estimates The company's critical accounting estimates involve legal contingencies, share-based compensation, and the realization of deferred tax assets, for which a full valuation allowance of $16.9 million was provided as of year-end 2023 - Key accounting estimates include legal contingencies, share-based compensation, and the realizability of deferred tax assets[663] - The company has provided a full valuation allowance on its deferred tax assets, amounting to $16.9 million as of December 31, 2023, due to uncertainty about generating sufficient future taxable income to utilize them[679][1062] - As of December 31, 2023, the company had net operating loss carryforwards of approximately $129.7 million, primarily from subsidiaries in Hong Kong and mainland China[680][1063] Item 6. Directors, Senior Management and Employees This section details the company's leadership, compensation, board structure, and employee base, highlighting executive compensation, equity incentive plans, employee distribution, and the founders' significant voting control via a dual-class share structure - In 2023, the company paid an aggregate of US$2.1 million in cash compensation to its executive officers and US$140 thousand to its non-executive directors[691] - The company has two primary equity incentive plans: the 2018 Stock Option Scheme and the 2019 Share Incentive Plan. As of February 29, 2024, 16,882,180 options were outstanding under the 2018 Plan, while 140,000 options and 7,565,920 RSUs were outstanding under the 2019 Plan[697][701] - As of December 31, 2023, the company had 393 employees, with 176 in Business Development, Sales and Marketing, and 146 in Research and Development[721][722] - The company's founders, Chaohui Chen and Zhiping Peng, beneficially own all Class B ordinary shares, granting them a combined 87.9% of the aggregate voting power as of February 29, 2024[300][727] Item 7. Major Shareholders and Related Party Transactions This section details the company's major shareholders, including founders' concentrated control, and significant related party transactions with equity method investees like Maya System, Inc., from which $10.8 million in revenue was recognized in 2023 - The company has significant business dealings with its equity method investee, Maya System, Inc. in Japan. In 2023, UCLOUDLINK recognized US$10.8 million in revenue from Maya[740] - Another key related party is Beijing Huaxianglianxin Technology Company, an MVNO in mainland China in which the company holds an equity stake. In 2023, UCLOUDLINK recognized US$36 thousand in revenue from this entity[741] - Certain shareholders hold registration rights, including demand and piggyback registration rights, allowing them to require the company to register their shares for public sale[742][743][744] Item 8. Financial Information This section covers the company's legal proceedings, including a global settlement of intellectual property lawsuits in August 2021, and its current policy of not paying cash dividends to retain earnings for business expansion - The company reached a global settlement with SIMO Holdings Inc. in August 2021, resolving a series of patent infringement and trade secret lawsuits in the U.S. and mainland China. All related cases have been dismissed[749][752] - The company does not have any present plan to pay cash dividends and intends to retain future earnings to fund business growth and expansion[755] Item 10. Additional Information This section details the company's corporate governance, dual-class share structure with 15 votes per Class B share, and tax considerations, including its assessment of not being a Passive Foreign Investment Company (PFIC) for the 2023 tax year - The company has a dual-class share structure. Class A shares have one vote per share, while Class B shares have 15 votes per share and are convertible into Class A shares[760][761] - The company does not believe it was a Passive Foreign Investment Company (PFIC) for the 2023 tax year but notes that the determination is factual, made annually, and subject to changes in market price and asset composition[338][822] - As a Cayman Islands exempted company, its corporate governance is subject to Cayman law, which has significant differences from U.S. law regarding mergers, shareholder suits, and director duties[780] Item 11. Quantitative and Qualitative Disclosures about Market Risk The company's primary market risks are foreign exchange risk, particularly from $11.4 million in RMB and $1.7 million in JPY cash balances, and interest rate risk, neither of which are hedged with derivative instruments - The company is exposed to foreign exchange risk, as it holds significant cash balances in currencies other than the U.S. dollar. As of December 31, 2023, it held US$11.4 million in RMB and US$1.7 million in JPY[841][844] - Interest rate risk is primarily related to interest income from cash deposits. The company does not have investments or borrowings with floating interest rates and does not use derivative financial instruments to manage this risk[845] PART II Item 15. Controls and Procedures Management concluded that the company's disclosure controls and procedures were ineffective as of December 31, 2023, due to two material weaknesses in internal control over financial reporting, for which remediation measures are ongoing - Management concluded that the company's disclosure controls and procedures were not effective as of December 31, 2023[857] - Two material weaknesses were identified: a lack of sufficient personnel with U.S. GAAP and SEC reporting expertise, and a lack of comprehensive U.S. GAAP accounting policies and procedures[862] - Remediation efforts include conducting regular U.S. GAAP training, hiring more qualified personnel, and developing a full set of U.S. GAAP accounting policies and procedures[863] Item 16. Corporate Governance and Other Matters This section covers corporate governance, including the change of auditor to Audit Alliance LLP in May 2022, the company's adherence to Cayman Islands corporate governance practices as a foreign private issuer, and its cybersecurity risk management framework - The company changed its independent registered public accounting firm from PricewaterhouseCoopers Zhong Tian LLP to Audit Alliance LLP on May 23, 2022[873] - As a foreign private issuer, the company follows home country (Cayman Islands) practices, exempting it from certain Nasdaq rules, including the requirements to hold an annual shareholder meeting, maintain a majority-independent board, and have an audit committee with at least three members[878] - The company has implemented a cybersecurity risk management framework with oversight from the board of directors and direct management by its Cybersecurity Risk Management Officers (CEO, CFO, and Cybersecurity Officer)[881][886][887] PART III Item 18. Financial Statements This section presents the company's audited consolidated financial statements for 2021-2023, prepared under U.S. GAAP, including reports from independent auditors, comprehensive income, balance sheets, equity changes, cash flows, and detailed notes Consolidated Balance Sheet Summary | (US$ in thousands) | Dec 31, 2022 | Dec 31, 2023 | | :--- | :--- | :--- | | Total Assets | 45,934 | 56,607 | | Cash and cash equivalents | 14,921 | 23,371 | | Total Liabilities | 36,643 | 40,554 | | Total Shareholders' Equity | 9,291 | 16,053 | Consolidated Statement of Comprehensive Income/(Loss) Summary | (US$ in thousands) | 2021 | 2022 | 2023 | | :--- | :--- | :--- | :--- | | Total Revenues | 73,824 | 71,461 | 85,576 | | Gross Profit | 21,834 | 32,534 | 41,965 | | (Loss)/Income from Operations | (45,910) | (19,192) | 2,587 | | Net (Loss)/Income | (46,041) | (19,853) | 2,811 |