SportsMap Tech Acquisition (SMAP) - 2023 Q4 - Annual Report

Table of Contents Selected Definitions Forward-Looking Statements Summary Risk Factors PART I Item 1. Business. MSAI develops intelligent multi-sensing platforms with edge and cloud AI software for critical asset monitoring across various industrial sectors - MSAI builds intelligent multi-sensing platforms incorporating edge and cloud AI software solutions to monitor and protect critical assets across various industries[25] - The company's core technology includes high-resolution thermal imagers, visible and acoustic imagers, and vibration and laser spectroscopy sensors, perceiving heat, sound, vibration, and gas[25] - MSAI's digital multi-sensor technology platform aims to revolutionize asset management by replacing intermittent manual inspections with continuous streaming data and automated AI/ML insights[27] Business Overview MSAI offers intelligent multi-sensing platforms with edge and cloud AI software for critical asset monitoring across key industrial sectors - MSAI designs and manufactures turn-key multi-sensor solution platforms with edge and cloud-based software for four target markets: distribution & logistics, manufacturing, utilities, and oil & gas[26] - The company's core infrared sensor devices achieve high accuracy through proprietary calibration processes, a distinct competitive advantage[26] - MSAI estimates the global total addressable market (TAM) for thermal solutions in its target markets to be approximately $14 billion, split between $9 billion in hardware and $5 billion in software and services[28] Industry Background Thermal imaging evolved from military use to industrial applications, now shifting to continuous monitoring with multi-sensor integration for predictive maintenance - Thermal imaging technology, originating in the 19th century, expanded from military and scientific uses to industrial applications for identifying faulty equipment and operational issues[29] - The decline in thermal camera prices and technological advancements have driven a shift from sporadic handheld inspections to continuous monitoring using fixed thermal sensing technologies[32] - Augmenting infrared imaging with acoustic, visible, and vibration sensing further improves asset and process condition monitoring for predictive maintenance[31] Our SmartIR & MSAI Technology MSAI is developing and implementing its SmartIR SaaS platform, transitioning to the MultiSensor AI platform for continuous monitoring and data analytics - MSAI is developing and implementing its SmartIR SaaS platform, transitioning to the MultiSensor AI (MSAI) platform branding, to support continuous monitoring solutions and data-driven analytics[34] - The SmartIR cloud-software product suite was launched in the second quarter of 2023, targeting four core industrial markets[34] Market Opportunity MSAI estimates its U.S. total addressable market for thermal and multi-sensing technology to be approximately $14 billion in 2023, with low current penetration - MSAI estimates its U.S. total addressable market (TAM) for thermal and multi-sensing technology in its target markets to be approximately $14 billion in 2023[35] Estimated Total Addressable Market (TAM) by Vertical (2023) | Market Vertical | Estimated TAM (Billions USD) | | :----------------------- | :--------------------------- | | Distribution & Logistics | $2.5 | | Manufacturing | $2.5 | | Utilities | $4.0 | | Oil & Gas | $5.0 | | Total | $14.0 | - Current market share in each of the four target markets is less than 0.1% penetration of the estimated TAM[35] Products MSAI offers diverse infrared sensing products, complemented by other sensors, featuring proprietary calibration and edge/cloud software for industrial anomaly detection - MSAI's sensor devices cover a broad spectrum, including visible-light, SWIR, MWIR, LWIR, UV, and acoustic imagers, and TDLAS, often integrating multiple sensors[50] - Proprietary calibration processes enhance the accuracy of infrared sensor devices, providing a competitive advantage[51] - The company offers various form factors, including handheld, fixed-mounted, and mobile multi-sensor payloads for UAVs and UGVs[53] Product Roadmap and Development MSAI's roadmap focuses on enhancing multi-sensor platforms, improving software, and leveraging AI/ML for anomaly detection, shifting to a subscription service model - Product development focuses on improving and expanding the sensor portfolio, enhancing sensor device form factors, and increasing edge and cloud software functionality[69] - A key focus is utilizing AI to automate and improve industrial anomaly detection and response[69] - The product roadmap has expanded significantly, transitioning from a transactional device and edge software focus to a comprehensive subscription service approach[70] Our Customers MSAI serves four global markets, with one customer accounting for 44% of 2023 revenue, expanding its user base beyond traditional maintenance professionals - MSAI primarily targets four global markets: distribution & logistics, oil & gas, manufacturing, and utilities[71] - For the year ended December 31, 2023, one customer accounted for 44% of total net revenue[71] - The company's data-driven solutions are expanding the target user base from traditional mechanical engineers and maintenance professionals to include operations, safety, environmental, and reliability leaders[72][73][75][76] Our Competitive Strengths MSAI's strengths include its proprietary SmartIR SaaS platform, high-performance thermal imaging at competitive prices, and a diversified enterprise customer base - MSAI's proprietary cloud-based SmartIR SaaS platform enables customers to analyze data, identify failure points, enhance predictive maintenance, and improve manufacturing processes[78] - The company offers thermal imaging and sensing technologies with a high price-to-quality ratio, providing high pixel resolution and accuracy at competitive prices[79] - A large and diversified enterprise customer base across four target markets provides business stability, resilience to market changes, and potential for growth through global expansion and increased sales volume[81] Our Growth Strategies MSAI's growth strategies involve expanding sales, investing in SmartIR SaaS, executing product roadmaps, and increasing wallet share with existing customers - MSAI intends to strategically hire and scale dedicated business units to expand its sales and marketing presence in target markets, including cross-selling within existing accounts and leveraging Strategic Channel Partners[84] - The company plans to increase investment in its SmartIR SaaS platform to develop new software products that meet evolving market and customer needs, driving revenue growth through value-added solutions[85] - MSAI aims to grow wallet share with existing enterprise customers by converting hardware and device customers to SmartIR SaaS users, expecting increased order volumes and multi-year agreements[87] Manufacturing MSAI uses a flexible manufacturing strategy, combining contract and in-house production, applying proprietary calibration at its Beaumont, Texas facility - MSAI utilizes a flexible manufacturing strategy, combining contract manufacturing for high-volume products and in-house manufacturing for lower-volume specialized products[95] - Proprietary calibration processes are applied during final assembly at the Beaumont, Texas facility to achieve superior sensor accuracy[95] Competition MSAI competes in the infrared sensing market with high-resolution, accurate products and differentiates itself with comprehensive turn-key solutions for specific end markets - The global market for infrared sensing devices is well-established, with competition from large-scale manufacturers (e.g., Teledyne FLIR, Fortive) and newer, lower-cost manufacturers[96] - MSAI's infrared sensing platform competes by offering high resolution and accuracy at an attractive price, along with differentiated multi-sensor device form factors[97] - The market for cloud-based infrared sensing software and turn-key solutions is less mature, where MSAI has established a differentiated position by providing comprehensive, tailor-made solutions for specific end markets[99][100] Sales And Marketing MSAI employs a global direct sales force and distributor network, using targeted data-driven marketing to educate customers and enhance brand awareness - MSAI maintains a global sales presence, primarily selling directly to customers with technical sales teams that understand use cases and value drivers[102] - The company utilizes a global network of active direct dealers and distributors to sell, install, and support its solutions, aiming for expanded geographic coverage[103] - MSAI employs a targeted, data-driven marketing approach, developing digital content and participating in industry events to educate customers and enhance brand reputation[104] Research and Development MSAI invests significantly in R&D for its infrared sensor platform to innovate new products and technologies, aiming for continuous high-quality offerings - MSAI has invested significant resources into R&D for its infrared sensor platform to innovate new products and technologies[105] - The company intends to maintain substantial internal R&D expenses to provide a continuing flow of innovative and high-quality products and enhance its competitive position[105] Government Regulation MSAI's thermal imaging technology is subject to U.S. and international export regulations, with licensing requirements depending on sensor specifications - Exportation of MSAI's thermal imaging technology is governed by U.S. and international laws, including ITAR and ECCN codes[106][107] - Depending on sensor size and pixel pitch, many thermal imaging cameras can be exported to most non-U.S.-embargoed countries without restriction, while others require licensing[107] Intellectual Property MSAI owns various intellectual property rights, including material patents related to optical devices and automated reporting, with copyright protection for software - MSAI owns and controls various intellectual property rights, including patents, trade secrets, confidential information, trademarks, trade names, and copyrights[108] Material Patents Owned by MSAI | Patent | Title | Type of Patent | Jurisdiction | Scheduled Expiration Date | | :---------------------- | :----------------------------------------------------------------- | :------------------------ | :------------ | :------------------------ | | 9,745,059 B2 | System to Adapt An Optical Device To Calculate A Condition Value | Machine | United States | 4/7/2036 | | 9,880,552 B1 | Wireless Remote Control To Operate A Radiometric Camera Mounted To An Aerial Vehicle | Machine | United States | 7/2/2036 | | 11,549,827 B1 | System And Method For Automated Condition Value Reporting | Machine and Method of Use | United States | 3/11/2037 | | Provisional Application | Apparatus For Noninvasive Veterinary Screening And Diagnosis | Machine | United States | 11/14/2043 | - Copyright protection covers software, product manuals, marketing materials, and training materials, further supplemented by know-how and proprietary trade secrets[109] Employees As of December 31, 2023, MSAI employed 35 full-time individuals, including 16 engineers, with plans for significant technical workforce expansion - As of December 31, 2023, MSAI employed 35 full-time individuals in the United States, with 16 engineers and technical talent[110] - The company plans to significantly expand its technical employee count and engages numerous consultants and contractors[110] Corporate Information MultiSensor AI Holdings, Inc. was originally SportsMap Tech Acquisition Corp., changing its name multiple times, most recently on February 9, 2024 - The registrant, originally SportsMap Tech Acquisition Corp., changed its name to Infrared Cameras Holdings, Inc. after the Business Combination, and then to MultiSensor AI Holdings, Inc. on February 9, 2024[112] Available Information MSAI files its reports (10-K, 10-Q, 8-K) electronically with the SEC, available on www.sec.gov and the company's website - MSAI files various reports (10-K, 10-Q, 8-K, proxy statements) electronically with the SEC, available on www.sec.gov and www.multisensorai.com[113](index=113&type=chunk) Item 1A. Risk Factors. Investing in MSAI securities involves significant risks, including a history of net losses, potential delisting, and challenges in managing SaaS expansion and supply chains - MSAI has a history of net losses and negative cash flows from operations, raising substantial doubt about its ability to continue as a going concern[23][117] - The Nasdaq Stock Market LLC has commenced delisting procedures for MSAI's securities due to non-compliance with listing standards, which could adversely affect the trading market[23][276] - The company will need to raise additional capital in the future to execute its business plan, which may not be available on acceptable terms or at all, potentially leading to significant dilution for existing stockholders[23][162][163] Risks Related to Our Business and Industry MSAI faces risks from a history of losses, challenges in SaaS market adoption, and reliance on contract manufacturers, impacting future prospects and operations - MSAI incurred net losses of $13.3 million in 2022 and $22.3 million in 2023, and expects to continue incurring losses due to investments in sales, marketing, and R&D[117] - The company's limited operating history in providing SaaS solutions (introduced in 2023) makes it difficult to evaluate future prospects and potential challenges[125] - Reliance on contract manufacturers reduces control over quality, costs, and supply, potentially leading to shipment delays or product quality issues[153][154] Risks Related to Our Growth Strategy MSAI's growth strategy depends on raising additional capital, achieving scale, and effectively expanding sales and distribution, with risks of dilution and operational challenges - MSAI requires additional capital to execute its business plan, and inability to secure timely financing on favorable terms could significantly limit growth and adversely affect the business[162][163] - Failure to achieve scale in product sales or SaaS adoption may prevent the company from realizing anticipated material cost benefits and targeted margins[164] - Future success depends on expanding the sales and marketing organization and maintaining an effective network of distributors, which faces challenges in hiring, training, and retaining skilled personnel[166][168] Risks Related to Our Customers and Suppliers MSAI faces risks from contract terminations, loss of large customers (44% of 2023 revenue), credit risk, and reliance on limited or single-source suppliers - Commercial contracts with customers, suppliers, and co-development partners may be terminated or not materialize into long-term arrangements, impacting business prospects[174] - The loss of large customers, with the top customer accounting for 44% of revenue in 2023, could have a material adverse effect on financial results[175] - MSAI relies on limited or single-source third-party suppliers for key components, risking price increases, supply interruptions, and quality control problems[189][190][193] Risks Related to Our Products MSAI's products face risks from component failures, integration issues, undetected defects, and the need for continuous innovation in a rapidly changing technological landscape - Components from third-party suppliers may fail due to manufacturing, design, or other defects, rendering MSAI's devices inoperable and potentially harming its reputation and business[194] - The complexity of MSAI's products could lead to undetected defects, errors, or reliability issues, causing delays, reputational damage, product liability claims, and increased operating costs[196] - MSAI's future success depends on its ability to continuously develop new products and innovations to address technological changes and evolving market needs, or risk losing market share[198][199] Risks Related to Our Financial Statements and Accounting MSAI's recurring losses and negative cash flows raise going concern doubts, with fluctuating operating results and material weaknesses in internal controls over financial reporting - MSAI's history of net losses, negative cash flows from operations, and negative net working capital raise substantial doubt about its ability to continue as a going concern[202][204] - The company's quarterly and annual operating results may fluctuate significantly due to factors like market adoption, supply chain constraints, product mix, and R&D investment, making future predictions difficult[205][207] - MSAI identified material weaknesses in internal controls over financial reporting due to insufficient accounting personnel and inconsistent establishment of authorities, impacting its ability to produce timely and accurate financial statements[211][212] Risks Related to Our Intellectual Property, Information Technology and Cybersecurity MSAI is exposed to cybersecurity risks, challenges in IP enforcement, and potential infringement claims, along with risks from third-party licensed and open-source software - MSAI is subject to cybersecurity risks, including cyberattacks and data breaches, which could disrupt operational systems, lead to loss of intellectual property, and compromise sensitive information[227] - There is no certainty that MSAI's patent applications will issue or be registered, or that issued patents will provide adequate protection against competitors, risking commercial exploitation of similar products[230][232] - Claims of infringing third-party intellectual property could lead to costly and time-consuming litigation or expensive licenses, diverting management resources and potentially invalidating MSAI's IP rights[233][234] Risks Related to Our Regulatory Compliance MSAI faces risks from non-compliance with tax, government contracting, and export regulations, alongside evolving product standards and changes in trade and environmental policies - Failure to comply with state sales and income tax laws could result in substantial tax liabilities, fees, and expenses[250] - MSAI's U.S. government contracting activities are subject to complex regulations, including cybersecurity, and non-compliance could lead to audits, cost adjustments, or debarment[251][252] - The company's products are subject to U.S. and foreign export controls (ITAR, ECCN) and economic sanctions, with non-compliance potentially leading to penalties or reputational harm[264][265] Additional Risks Relating to Ownership of Our Securities MSAI's controlled company status, potential Nasdaq delisting, concentrated ownership, and warrant exercise risks could impact stockholder protections and stock value - MSAI is a 'controlled company' under Nasdaq listing standards, allowing it to rely on exemptions from certain corporate governance requirements, which may reduce protections for stockholders[272][273] - Nasdaq has commenced delisting procedures for MSAI's securities due to non-compliance with listing rules, posing a risk to the trading market and liquidity[276] - The exercise of a substantial number of outstanding warrants (9,131,250 SPAC Warrants and 340,250 Financing Warrants) will increase shares eligible for resale, resulting in dilution to common stockholders[286] General Risk Factors MSAI's success depends on key management, faces long-term climate change impacts, and is exposed to geopolitical instability affecting operations and funding - MSAI's success depends on its senior management team (CEO Gary Strahan, President Steven Winch, CFO Peter Baird) and its ability to recruit and retain highly qualified personnel[302][303] - Climate change poses long-term risks, including severe weather impacts on manufacturing facilities, supply chain disruptions, and potential reduced demand for hydrocarbon products from customers in the oil and gas sector[304][305][306] - Geopolitical instability, such as the Israel-Hamas and Russia-Ukraine conflicts, creates economic uncertainty, market volatility, and potential supply chain interruptions, which could materially adversely affect MSAI's business[308][309][310] Item 1B. Unresolved Staff Comments. MSAI has no unresolved staff comments from the SEC - There are no unresolved staff comments[317] Item 1C. Cybersecurity. MSAI implements a cybersecurity risk management program guided by NIST, with Board oversight, to protect systems and information - MSAI has developed and implemented a cybersecurity risk management program based on the National Institute of Standards and Technology Cybersecurity Framework (NIST CSF)[318][319] - The program includes risk assessments, use of external service providers, cybersecurity awareness training, and an incident response plan[321][326] - The Board's Audit Committee oversees cybersecurity and other IT risks, receiving periodic reports from management[322][323] Cybersecurity Risk Management and Strategy MSAI's cybersecurity program, based on NIST CSF, includes risk assessments, training, and an incident response plan, with no material risks identified to date - MSAI's cybersecurity risk management program is designed based on the NIST Cybersecurity Framework[319] - The program includes risk assessments, external service providers, cybersecurity awareness training, and an incident response plan[326] - MSAI has not identified risks from known cybersecurity threats that have materially affected or are reasonably likely to materially affect its operations, business strategy, results, or financial condition[321] Cybersecurity Governance MSAI's Board delegates cybersecurity risk oversight to the Audit Committee, with management responsible for assessing, managing, and remediating threats - The Board of Directors delegates cybersecurity risk oversight to the Audit Committee, which oversees management's implementation of the cybersecurity risk management program[322] - Management is responsible for assessing and managing material cybersecurity threats, supervising internal personnel and external consultants[324] - Management supervises efforts to prevent, detect, mitigate, and remediate cybersecurity risks through various means, including internal briefings and threat intelligence[325] Item 2. Properties. MSAI's headquarters and primary production facility in Beaumont, Texas, lease office and warehouse space, which is deemed adequate for current operations - MSAI's corporate headquarters and primary production facility are in Beaumont, Texas, leasing 6,380 sq ft of office and 7,320 sq ft of warehouse space[327] - The office lease automatically renewed for a one-year term starting January 1, 2024, and the warehouse lease expires on July 20, 2024[327] Item 3. Legal Proceedings. MSAI is not currently involved in any material legal proceedings that would adversely affect its business or financial condition - MSAI is not currently involved in any material legal proceedings that would have a material adverse effect on its business, financial condition, or results of operations[328] Item 4. Mine Safety Disclosures. This item is not applicable to MSAI - Item 4. Mine Safety Disclosures is not applicable to MSAI[329] PART II Item 5. Market For Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. MSAI's common stock and SPAC Warrants began trading on Nasdaq in December 2023, with 118 holders as of March 2024, and no cash dividends paid - MSAI's common stock and SPAC Warrants began trading on the Nasdaq Global Market on December 20, 2023[332] - As of March 18, 2024, there were approximately 118 holders of record of MSAI's common stock[333] - MSAI has never declared or paid cash dividends and plans to retain all available funds and future earnings for business development[334] Market Information MSAI's common stock (MSAI) and SPAC Warrants (MSAIW) commenced trading on the Nasdaq Global Market on December 20, 2023 - MSAI's common stock and SPAC Warrants began trading on the Nasdaq Global Market under symbols 'MSAI' and 'MSAIW' on December 20, 2023[332] Holders As of March 18, 2024, MultiSensor AI Holdings, Inc. had approximately 118 holders of record for its common stock - As of March 18, 2024, there were approximately 118 holders of record of MSAI's common stock[333] Dividends MSAI has never declared or paid cash dividends and intends to retain all future earnings for business development - MSAI has never declared or paid cash dividends on its capital stock and intends to retain all available funds and future earnings for business development[334] Recent Sales of Unregistered Securities MSAI reports no recent sales of unregistered securities - There have been no recent sales of unregistered securities[335] Purchases of equity securities by the issuer and affiliated purchasers MSAI reports no purchases of equity securities by the issuer or affiliated purchasers - There have been no purchases of equity securities by the issuer and affiliated purchasers[336] Item 6. [Reserved]. This item is reserved and contains no information Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations. This section analyzes MSAI's financial condition and results for 2023 and 2022, detailing a $22.3 million net loss in 2023 due to decreased revenue and increased SG&A - MSAI manufactures and distributes infrared cameras and other sensor systems (hardware and software) for industrial applications, also providing services like training, calibration, and repairs[338] - The Business Combination, completed on December 19, 2023, was accounted for as a reverse acquisition, with Legacy ICI determined as the accounting acquirer[341] Key Financial Highlights (2023 vs. 2022) | Metric | 2023 (Thousands USD) | 2022 (Thousands USD) | Change (Thousands USD) | % Change | | :-------------------------------------- | :------------------- | :------------------- | :--------------------- | :------- | | Revenue, net | $5,430 | $7,268 | $(1,838) | (25)% | | Cost of goods sold (exclusive of depreciation) | $3,986 | $4,964 | $(978) | (20)% | | Selling, general and administrative | $22,105 | $13,606 | $8,499 | 62% | | Net loss | $(22,268) | $(13,290) | $(8,978) | 68% | Overview MSAI manufactures and distributes infrared cameras and multi-sensor systems, offering hardware and software solutions, along with services, primarily in the U.S. industrial sectors - MSAI manufactures and distributes highly sensitive and accurate infrared cameras and other sensor systems (hardware and software) for various industrial applications[338] - The company provides services including training, calibration, and repairs, primarily to customers in the United States operating in distribution and logistics, manufacturing, utilities, and oil & gas sectors[338] Merger Legacy SMAP completed a reverse acquisition of Legacy ICI on December 19, 2023, with Legacy ICI as the accounting acquirer, and an earnout provision cancelled - Legacy SMAP consummated a Business Combination with Legacy ICI on December 19, 2023, through a merger, with Legacy ICI surviving as a wholly-owned subsidiary[341][498][499] - The Business Combination was accounted for as a reverse acquisition, with Legacy ICI determined as the accounting acquirer, meaning its historical financial statements are continued[341][503][504] - An earnout provision for 2.4 million shares, contingent on market price or revenue targets, was subsequently cancelled on March 7, 2024[343][571] Financing Transaction MSAI issued $6.8 million in convertible promissory notes and warrants, and transferred common shares, as part of the Business Combination financing - MSAI issued $6.8 million in convertible promissory notes (Financing Notes) to investors in connection with the Business Combination, with $4.5 million as cash proceeds[344][572] - The Financing Notes mature in three years, are convertible at $10.00 per share, and bear 9% annual interest (11% if paid in common stock)[345][347][573][575] - MSAI also issued warrants to purchase 340,250 shares at $11.50 per share and transferred 680,500 common shares to Financing Investors as an inducement[348][576] Growth and Long-Term Strategy MSAI's strategy focuses on expanding sales, investing in SmartIR SaaS, executing product roadmaps, and pursuing acquisitions to drive revenue growth - MSAI plans to expand sales and marketing capabilities to increase market share in oil and gas, distribution and logistics, manufacturing, and utilities sectors[350] - The company will continue to invest in its SmartIR SaaS platform to increase user-case-specific functionality and value, and execute on product roadmaps for hardware, software, and implementations[350] - Strategies include growing wallet share with existing enterprise customers, acquiring new customers, expanding the network of distributors and strategic channel partners, and pursuing opportunistic acquisitions[350] Components of Our Operating Results MSAI's operating results comprise revenue from product sales and services, cost of goods sold, and various operating and non-operating expenses - Revenue is primarily derived from product sales (infrared cameras and sensors), Software as a Service (SaaS), and ancillary services, often bundled in multi-year subscriptions[349][351] - Cost of goods sold includes inventory, materials, shipping, production employee costs, and inventory write-downs[353] - Operating expenses include Selling, General and Administrative (SG&A), depreciation, and casualty losses[354][356][357] - Non-operating items include interest expense, changes in fair value of convertible notes and warrants, tariff refunds, and loss on financing transaction[358][360][361][362][364] Results of Operations In 2023, MSAI's net loss increased by 68% to $22.3 million, with revenue decreasing by 25% and SG&A expenses surging by 62% Summary Results of Operations (2023 vs. 2022, in thousands USD) | Metric | 2023 | 2022 | Change | % Change | | :-------------------------------------- | :-------- | :-------- | :-------- | :------- | | Revenue, net | $5,430 | $7,268 | $(1,838) | (25)% | | Cost of goods sold (exclusive of depreciation) | $3,986 | $4,964 | $(978) | (20)% | | Selling, general and administrative | $22,105 | $13,606 | $8,499 | 62% | | Depreciation | $872 | $561 | $311 | 55% | | Operating loss | $(21,533) | $(12,018) | $(9,515) | 79% | | Loss before income taxes | $(22,060) | $(12,085) | $(9,975) | 83% | | Net loss | $(22,268) | $(13,290) | $(8,978) | 68% | - Revenue decreased by $1.8 million (25%) in 2023, primarily due to decreased unit volumes in higher-priced products and an exit from the biorisk market[367] - Gross margin decreased from 32% in 2022 to 27% in 2023, primarily due to a $1.7 million inventory write-down in 2023[370] - Selling, general and administrative expense increased by $8.5 million (62%) in 2023, mainly driven by a $13.4 million increase in share-based compensation[371] Non-GAAP Financial Measures MSAI uses non-GAAP measures like EBITDA and Adjusted EBITDA to assess performance, with Adjusted EBITDA improving to $(4.9) million in 2023 - MSAI defines EBITDA as net loss before interest expense, depreciation, and taxes, and Adjusted EBITDA as EBITDA before share-based compensation and other non-operating items[375] - These non-GAAP measures are used to compare results without regard to financing methods, capital structure, or other non-comparable items[376] EBITDA and Adjusted EBITDA Reconciliation (2023 vs. 2022, in thousands USD) | Metric | 2023 | 2022 | | :---------------------------- | :-------- | :-------- | | Net loss | $(22,268) | $(13,290) | | EBITDA | $(21,094) | $(11,409) | | EBITDA margin % (of revenue) | (388)% | (157)% | | Adjusted EBITDA | $(4,911) | $(8,760) | | Adjusted EBITDA margin % (of revenue) | (90)% | (121)% | Liquidity and Capital Resources and Going Concern MSAI's losses and negative cash flow raise substantial doubt about its going concern ability, necessitating additional capital, which is not deemed probable - MSAI incurred losses and negative cash flow from operations in 2023, along with negative net working capital, raising substantial doubt about its ability to continue as a going concern[379][381][506] - The company plans to obtain additional liquidity by raising funds from investors (debt, equity) and managing operating expenses[204][380][507] - These plans are subject to market conditions and are not deemed probable, leading to the conclusion that management's plans do not alleviate substantial doubt about the company's ability to continue as a going concern[204][380][507] Cash Flows MSAI's net cash used in operating activities increased to $4.6 million in 2023, while financing activities provided $6.6 million due to the Business Combination Summary Cash Flows (2023 vs. 2022, in thousands USD) | Activity | 2023 | 2022 | | :-------------------------------------- | :-------- | :-------- | | Net cash (used in) provided by operating activities | $(4,551) | $(3,170) | | Net cash (used in) provided by investing activities | $(1,512) | $(1,600) | | Net cash (used in) provided by financing activities | $6,564 | $2,050 | | Net increase (decrease) in cash and cash equivalents | $501 | $(2,720) | | Cash and cash equivalents, end of the year | $1,155 | $654 | - Net cash used in operating activities increased by $1.4 million in 2023, mainly due to changes in non-cash balances including share-based compensation and loss on financing transaction[384] - Net cash provided by financing activities increased by $4.5 million in 2023, primarily from proceeds of the Business Combination and related financing transactions[386] Contractual Obligations MSAI's principal commitments are lease obligations for corporate offices and production facilities, with a net present value of $0.1 million - MSAI's principal commitments are lease obligations for corporate offices and production facilities[387] - The net present value of operating lease liabilities was $0.1 million as of December 31, 2023, and 2022[387] Off-Balance Sheet Arrangements As of December 31, 2023, MSAI did not have any off-balance sheet arrangements - As of December 31, 2023, MSAI did not have any off-balance sheet arrangements[388] Critical Accounting Policies and Estimates MSAI's financial statements rely on critical accounting policies for revenue, inventory ($1.7 million write-down), and share-based compensation, with disclosure exemptions as an EGC/SRC - MSAI's critical accounting policies and estimates include revenue recognition, useful life of fixed assets, allowance for doubtful accounts, capitalization of internal-use software, share-based compensation, contingencies, and income taxes[389][510] - Inventories are stated at the lower of actual cost and net realizable value (NRV); a $1.7 million inventory write-down was recorded in 2023 due to products not expected to be sold[391][585] - Share-based compensation is measured at grant date fair value using the Black-Scholes-Merton option-pricing model and expensed over the vesting period[413][554] Item 7A. Quantitative and Qualitative Disclosures About Market Risk. MSAI, as a smaller reporting company, is not required to provide quantitative and qualitative disclosures about market risk - MSAI is a smaller reporting company and is not required to provide quantitative and qualitative disclosures about market risk[420] Item 8. Financial Statements and Supplementary Data. The required financial statements are appended to the report, with an index provided in Item 15 of Part IV - The financial statements required for this item are appended to the report, with an index found in Item 15 of Part IV[421] Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. MSAI reports no changes in or disagreements with accountants on accounting and financial disclosure - There are no changes in and disagreements with accountants on accounting and financial disclosure[422] Item 9A. Controls and Procedures. MSAI's disclosure controls were ineffective as of December 31, 2023, due to material weaknesses in internal controls over financial reporting - MSAI's management concluded that disclosure controls and procedures were not effective as of December 31, 2023[424] - Material weaknesses in internal controls over financial reporting were identified, primarily due to an insufficient number of personnel with appropriate accounting and internal controls knowledge and experience[426] - Management's remediation plan includes hiring additional accounting personnel, implementing improved process-level and management review controls, and supplementing internal resources with external advisors[427] Limitations on Effectiveness of Controls and Procedures Controls and procedures provide only reasonable assurance due to inherent limitations and resource constraints, requiring judgment in cost-benefit evaluation - Controls and procedures, no matter how well designed, can only provide reasonable assurance of achieving desired control objectives due to inherent limitations and resource constraints[423] Evaluation of Disclosure Controls and Procedures As of December 31, 2023, MSAI's officers concluded that disclosure controls and procedures were not effective at the reasonable assurance level - As of December 31, 2023, MSAI's principal executive and financial officers concluded that disclosure controls and procedures were not effective at the reasonable assurance level[424] Material Weaknesses in Internal Control over Financial Reporting MSAI identified material weaknesses in internal controls for 2023 and 2022 due to insufficient accounting personnel and inconsistent authority establishment - MSAI identified material weaknesses in internal controls over financial reporting for the years ended December 31, 2023 and 2022[426] - These weaknesses relate to an insufficient number of personnel with appropriate accounting and internal controls knowledge, experience, and training[426] Management's Plan to Remediate the Material Weaknesses MSAI is remediating material weaknesses by hiring accounting personnel, improving controls, and using external advisors, with efforts ongoing but not yet fully complete - MSAI is hiring additional accounting personnel, implementing improved process-level and management review controls, and using external advisors to remediate material weaknesses[427] - The remediation measures are ongoing, and management concludes they are not yet sufficient to fully remediate the material weaknesses until controls have operated effectively for an adequate period[429] Management's Annual Report on Internal Control Over Financial Reporting Management was unable to assess internal control over financial reporting for 2023 due to the Business Combination, and the independent auditor is not yet required to opine - Management was unable to conduct an assessment of internal control over financial reporting as of December 31, 2023, due to the recent Business Combination and significant changes in control structure[430] - As an 'emerging growth company' and 'smaller reporting company,' MSAI's independent registered accounting firm is not yet required to opine on the effectiveness of its internal control over financial reporting[431] Changes in internal control over financial reporting No material changes in internal control over financial reporting occurred during Q4 2023, other than ongoing remediation efforts for identified weaknesses - Other than remediation efforts, no material changes in internal control over financial reporting occurred during the quarter ended December 31, 2023[432] Item 9B. Other Information. MSAI reports no disclosure in lieu of a Current Report on Form 8-K and no director or officer trading arrangement changes in Q4 2023 - No disclosure in lieu of a Current Report on Form 8-K was made[433] - No director or officer adopted or terminated a Rule 10b5-1 or non-Rule 10b5-1 trading arrangement during Q4 2023[434] Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. This item is not applicable to MSAI - Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections is not applicable to MSAI[435] PART III Item 10. Directors, Executive Officers and Corporate Governance. This section details MSAI's executive officers and board of directors, including key executives and a publicly available code of business conduct and ethics Executive Officers and Directors | Name | Age | Position(s) | | :---------------- | :-- | :---------------------------------------- | | Gary Strahan | 64 | Director and Chief Executive Officer | | Steven Winch | 52 | Director and President | | Peter Baird | 57 | Chief Financial Officer | | Steve Guidry | 66 | General Counsel | | David Gow | 60 | Director | | Reid Ryan | 52 | Director | | Stuart V Flavin III | 57 | Director | | Petros Kitsos | 58 | Director | | Margaret Chu | 48 | Director | - Gary Strahan, CEO since 1995, has over 30 years of experience in infrared technology and NDT methods[438] - MSAI has a written code of business conduct and ethics that applies to its directors, officers, and employees, available on its website[450] Executive Officers and Directors MSAI's executive team includes Gary Strahan (CEO), Steven Winch (President), and Peter Baird (CFO), supported by a diverse board of directors - Gary Strahan serves as Director and CEO, with over 30 years of experience in infrared technology[438] - Steven Winch is Director and President, bringing extensive private equity and management consulting experience[439] - Peter Baird is CFO, with a background in asset management and corporate finance[440][442] Code of Business Conduct and Ethics MSAI maintains a written code of business conduct and ethics applicable to all directors, officers, and employees, available on its investor relations website - MSAI has a written code of business conduct and ethics applicable to its directors, officers, and employees[450] - A copy of the code is posted on the company's website at https://investors.multisensorai.com/[450](index=450&type=chunk) Item 11. Executive Compensation. Executive compensation information will be included in MSAI's definitive proxy statement for the 2024 Annual Meeting of Stockholders - Executive compensation information will be included in the 2024 Proxy Statement[452] Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. Security ownership information will be provided in MSAI's definitive proxy statement for the 2024 Annual Meeting of Stockholders - Security ownership information will be included in the 2024 Proxy Statement[453] Item 13. Certain Relationships and Related Transactions, and Director Independence. Details on certain relationships, related transactions, and director independence will be disclosed in MSAI's 2024 proxy statement - Information on certain relationships, related transactions, and director independence will be included in the 2024 Proxy Statement[454] Item 14. Principal Accountant Fees and Services. Information concerning principal accountant fees and services will be included in MSAI's 2024 proxy statement - Information on principal accountant fees and services will be included in the 2024 Proxy Statement[455] PART IV Item 15. Exhibits and Financial Statement Schedules This section lists financial statements and exhibits filed as part of the Form 10-K, including the Report of Independent Registered Public Accounting Firm - This section lists the financial statements and exhibits filed as part of the Annual Report on Form 10-K[458][461] Index to Consolidated Financial Statements | Document | Pages | | :-------------------------------------------------------------------- | :---------- | | Report of Independent Registered Public Accounting Firm (PCAOB ID No.34) | F-2 | | Consolidated Balance Sheets as of December 31, 2023 and 2022 | F-3 | | Consolidated Statements of Operations for the Years Ended December 31, 2023 and 2022 | F-4 | | Consolidated Statements of Changes in Shareholders' Equity for the Years Ended December 31, 2023 and 2022 | F-5 | | Consolidated Statements of Cash Flows for the Years Ended December 31, 2023 and 2022 | F-6 | | Notes to the Consolidated Financial Statements | F-7 to F-29 | - All financial statement schedules have been omitted because they are not applicable, not required, or the information is shown in the financial statements or notes[460] (a)(1) Financial Statements. The required financial statements, including balance sheets and statements of operations, are appended to this report - The financial statements required for this item are appended to the report, with an index provided[458][459] (a)(2) Financial Statement Schedules. All financial statement schedules are omitted as not applicable, not required, or already presented within the financial statements or notes - All financial statement schedules have been omitted because they are not applicable, not required, or the information is shown in the financial statements or notes[460] (a)(3) Exhibits. This subsection provides a comprehensive list of exhibits filed as part of the Annual Report on Form 10-K, including various agreements and corporate documents - A list of exhibits filed as part of this Annual Report on Form 10-K is provided[461] - Exhibits include various agreements related to the Business Combination, corporate governance documents, financing instruments, and employment agreements[462][463] Item 16. Form 10-K Summary. This item indicates that no Form 10-K Summary is provided - No Form 10-K Summary is provided[465] Signatures The Annual Report on Form 10-K is duly signed by MSAI's CEO, CFO, and other principal officers and directors as of March 29, 2024 - The report is signed by Gary Strahan, Chief Executive Officer and Director, on March 29, 2024[469] - Other signatories include Peter Baird (Chief Financial Officer) and Steven Winch (President and Director)[470]