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¨
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REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
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þ
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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SEQUANS COMMUNICATIONS S.A.
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Title of each class
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Name of each exchange on which registered
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American Depositary Shares, each representing one
|
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New York Stock Exchange
|
ordinary share, nominal value €0.02 per share
Ordinary shares, nominal value €0.02 per share
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New York Stock Exchange*
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*
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Not for trading, but only in connection with the registration of American Depositary Shares.
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U.S. GAAP
¨
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International Financial Reporting Standards as issued
by the International Accounting Standards Board
þ
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Other
¨
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Item 1.
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Item 2.
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Item 3.
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Item 4.
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Item 4A.
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Item 5.
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Item 6.
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Item 7.
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Item 8.
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Item 9.
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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Item 15.
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Item 16A.
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Item 16B.
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Item 16C.
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Item 16D.
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Item 16E.
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Item 16F.
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Item 16G.
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Item 16H.
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Item 17.
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Item 18.
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Item 19.
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•
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forecasts and trends in the markets in which we compete and in which our products are sold, including statements regarding the LTE markets and the expansion of the Internet of Things market;
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•
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our expectations regarding our expenses, sales and operations;
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•
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our expectations regarding our operating results;
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•
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our expectations regarding our customer concentration;
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•
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trends and challenges in the markets in which we operate, including average selling price reductions, cyclicality in the wireless communications industry and transitions to new process technologies;
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•
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our ability to anticipate the future market demands and future needs of our customers;
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•
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or ability to keep pace with and anticipate evolving industry standards;
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•
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our ability to achieve new design wins or for design wins to result in shipments of our products at levels and in the timeframes we currently expect;
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•
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our plans for future products and enhancements of existing products;
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•
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anticipated features and benefits of our current and future products;
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•
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the sources of future demand for our products;
|
•
|
our growth strategy elements and our growth rate;
|
•
|
our ability to enter into strategic alliances or partnerships;
|
•
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our ability to develop or acquire complementary technologies or partner with others to bring to market solutions that integrate enhanced functionalities;
|
•
|
our ability to protect and defend our intellectual property against potential third party intellectual property infringement claims;
|
•
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general economic conditions in our domestic and international markets; and
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•
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our future cash needs and our estimates regarding our capital requirements and our need for additional financing.
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Years ended December 31,
|
||||||||||||||
|
2012
|
2013
|
2014
|
2015
|
2016
|
||||||||||
|
(in thousands, except per share data)
|
||||||||||||||
Consolidated Statements of Operations Data:
|
|
|
|
|
|
||||||||||
Revenue:
|
|
|
|
|
|
||||||||||
Product revenue
|
$
|
19,600
|
|
$
|
10,708
|
|
$
|
19,836
|
|
$
|
24,669
|
|
$
|
34,581
|
|
Other revenue
|
2,654
|
|
3,004
|
|
2,766
|
|
7,863
|
|
10,998
|
|
|||||
Total revenue
|
22,254
|
|
13,712
|
|
22,602
|
|
32,532
|
|
45,579
|
|
|||||
Cost of revenue
(1)
:
|
|
|
|
|
|
||||||||||
Cost of product revenue
|
11,781
|
|
8,616
|
|
15,435
|
|
17,970
|
|
22,574
|
|
|||||
Cost of other revenue
|
176
|
|
205
|
|
346
|
|
1,481
|
|
3,022
|
|
|||||
Total cost of revenue
|
11,957
|
|
8,821
|
|
15,781
|
|
19,451
|
|
25,596
|
|
|||||
Gross profit
|
10,297
|
|
4,891
|
|
6,821
|
|
13,081
|
|
19,983
|
|
|||||
% of revenue
|
46
|
%
|
36
|
%
|
30
|
%
|
40
|
%
|
44
|
%
|
|||||
Operating expenses
(1)
:
|
|
|
|
|
|
||||||||||
Research and development
|
28,365
|
|
28,357
|
|
28,634
|
|
25,305
|
|
26,334
|
|
|||||
Sales and marketing
|
6,562
|
|
4,449
|
|
5,278
|
|
5,985
|
|
7,126
|
|
|||||
General and administrative
|
8,093
|
|
7,528
|
|
6,969
|
|
5,428
|
|
6,267
|
|
|||||
Total operating expenses
|
43,020
|
|
40,334
|
|
40,881
|
|
36,718
|
|
39,727
|
|
|||||
Operating income (loss)
|
(32,723
|
)
|
(35,443
|
)
|
(34,060
|
)
|
(23,637
|
)
|
(19,744
|
)
|
|||||
Financial income (expense)
|
(21
|
)
|
(1
|
)
|
98
|
|
(3,448
|
)
|
(4,759
|
)
|
|||||
Profit (Loss) before income taxes
|
(32,744
|
)
|
(35,444
|
)
|
(33,962
|
)
|
(27,085
|
)
|
(24,503
|
)
|
|||||
Income tax expense (benefit)
|
234
|
|
142
|
|
162
|
|
317
|
|
284
|
|
|||||
Profit (Loss)
|
$
|
(32,978
|
)
|
$
|
(35,586
|
)
|
$
|
(34,124
|
)
|
$
|
(27,402
|
)
|
$
|
(24,787
|
)
|
Basic earnings (loss) per share
|
$
|
(0.95
|
)
|
$
|
(0.78
|
)
|
$
|
(0.58
|
)
|
$
|
(0.46
|
)
|
$
|
(0.39
|
)
|
Diluted earnings (loss) per share
|
$
|
(0.95
|
)
|
$
|
(0.78
|
)
|
$
|
(0.58
|
)
|
$
|
(0.46
|
)
|
$
|
(0.39
|
)
|
Number of shares used for computing:
|
|
|
|
|
|
||||||||||
Basic
|
34,680
|
|
45,456
|
|
59,142
|
|
59,145
|
|
63,805
|
|
|||||
Diluted
|
34,680
|
|
45,456
|
|
59,142
|
|
59,145
|
|
63,805
|
|
|
At December 31,
|
||||||||||||||
|
2012
|
2013
|
2014
|
2015
|
2016
|
||||||||||
|
(in thousands)
|
||||||||||||||
Consolidated Statements of Financial Position Data:
|
|
|
|
|
|||||||||||
Cash, cash equivalents and short-term investments
|
$
|
28,751
|
|
$
|
37,244
|
|
$
|
12,489
|
|
$
|
8,681
|
|
$
|
20,547
|
|
Total current assets
|
49,539
|
|
60,658
|
|
36,315
|
|
35,819
|
|
50,069
|
|
|||||
Total assets
|
68,402
|
|
73,528
|
|
49,415
|
|
48,856
|
|
65,077
|
|
|||||
Current and non-current loans and borrowings
|
—
|
|
—
|
|
5,846
|
|
26,482
|
|
29,310
|
|
|||||
Total current liabilities
|
11,954
|
|
13,258
|
|
19,048
|
|
31,072
|
|
33,196
|
|
|||||
Total equity
|
55,471
|
|
58,929
|
|
25,115
|
|
(1,248
|
)
|
8,860
|
|
|
Year ended December 31,
|
||||||||||||||
|
2012
|
2013
|
2014
|
2015
|
2016
|
||||||||||
|
(in thousands)
|
||||||||||||||
Consolidated Statements of Cash Flow Data:
|
|
|
|
|
|||||||||||
Net cash flow from (used in) operating activities
|
$
|
(22,848
|
)
|
$
|
(24,345
|
)
|
$
|
(24,406
|
)
|
$
|
(16,401
|
)
|
$
|
(15,589
|
)
|
Net cash flow used in investments activities
|
(5,511
|
)
|
(3,956
|
)
|
(5,625
|
)
|
(5,345
|
)
|
(5,270
|
)
|
|||||
Net cash flow from financing activities
|
(119
|
)
|
36,791
|
|
5,121
|
|
17,710
|
|
32,778
|
|
|||||
Net foreign exchange difference
|
9
|
|
3
|
|
(5
|
)
|
(5
|
)
|
(5
|
)
|
|||||
Cash and cash equivalents at January 1
|
57,220
|
|
28,751
|
|
37,244
|
|
12,329
|
|
8,288
|
|
|||||
Cash and cash equivalents at December 31
|
28,751
|
|
37,244
|
|
12,329
|
|
8,288
|
|
20,202
|
|
|
Year ended December 31,
|
||||||||||||||
|
2012
|
2013
|
2014
|
2015
|
2016
|
||||||||||
|
(in thousands)
|
||||||||||||||
Cost of revenue
|
$
|
156
|
|
$
|
112
|
|
$
|
47
|
|
$
|
17
|
|
$
|
11
|
|
Operating expenses
|
3,033
|
|
2,052
|
|
1,230
|
|
850
|
|
1,111
|
|
|||||
Share-based compensation
|
$
|
3,189
|
|
$
|
2,164
|
|
$
|
1,277
|
|
$
|
867
|
|
$
|
1,122
|
|
|
|
Year ended December 31,
|
|||||||||||||
|
|
2012
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|||||
High
|
|
1.3463
|
|
|
1.3816
|
|
|
1.3927
|
|
|
1.2015
|
|
|
1.1516
|
|
Low
|
|
1.2062
|
|
|
1.2774
|
|
|
1.2101
|
|
|
1.0524
|
|
|
1.0375
|
|
Period End
|
|
1.3186
|
|
|
1.3779
|
|
|
1.2101
|
|
|
1.0859
|
|
|
1.0552
|
|
Average Rate
|
|
1.2859
|
|
|
1.3281
|
|
|
1.3297
|
|
|
1.1096
|
|
|
1.1072
|
|
|
|
|
Last Six Months
|
|||||||||||||||
|
|
September
|
October
|
|
November
|
|
December
|
|
January
|
|
February
|
|
||||||
High
|
|
1.1271
|
|
1.1212
|
|
|
1.1121
|
|
|
1.0758
|
|
|
1.0794
|
|
|
1.0802
|
|
|
Low
|
|
1.1158
|
|
1.0866
|
|
|
1.0560
|
|
|
1.0375
|
|
|
1.0416
|
|
|
1.0551
|
|
|
End of Month
|
|
1.1238
|
|
1.0962
|
|
|
1.0578
|
|
|
1.0552
|
|
|
1.0794
|
|
|
1.0618
|
|
|
•
|
accurate prediction of the size and growth of the LTE markets, and in particular the market for LTE-only, also referred to as single-mode LTE, products where no fall back to 2G or 3G technology is required;
|
•
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accurate prediction of changes in device manufacturer requirements, technology, industry standards or consumer expectations, demands and preferences;
|
•
|
accurate prediction of the growth of the Internet of Things market and the adoption of industry standards allowing devices to connect and communicate with each other;
|
•
|
timely and efficient completion of process design and transfer to manufacturing, assembly and test, and securing sufficient manufacturing capacity to allow us to continue to timely and cost-effectively deliver products to our customers;
|
•
|
market acceptance, adequate consumer demand and commercial production of the products in which our semiconductor solutions are incorporated;
|
•
|
the quality, performance, functionality and reliability of our products as compared to competing products and technologies; and
|
•
|
effective marketing, sales and customer service.
|
Customer
|
|
% of total revenues for the year ended December 31,
|
|
% of our accounts receivable at
December 31,
|
||||||||
|
|
2014
|
|
2015
|
|
2016
|
|
2016
|
||||
Comtech
|
|
—
|
|
|
—
|
|
|
29
|
%
|
|
35
|
%
|
Gemtek
|
|
39
|
%
|
|
14
|
%
|
|
15
|
%
|
|
Less than 10%
|
|
Customer A (Taiwan-based)
|
|
Less than 10%
|
|
|
27
|
%
|
|
Less than 10%
|
|
|
Less than 10%
|
|
AIT
|
|
12
|
%
|
|
16
|
%
|
|
—
|
|
|
—
|
|
Huawei
|
|
25
|
%
|
|
Less than 10%
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
•
|
constraints in or unavailability of manufacturing capacity;
|
•
|
limited control over delivery schedules, quality assurance and control, manufacturing yields and production costs; and
|
•
|
the unavailability of, or potential delays in obtaining access to, key process technologies.
|
•
|
our ability to anticipate market and technology trends and successfully develop products that meet market needs;
|
•
|
our ability to deliver products in large volume on a timely basis at competitive prices;
|
•
|
our success in identifying and penetrating new markets, applications and customers;
|
•
|
our ability to accurately understand the price points and performance metrics of competing products in the market;
|
•
|
our products’ performance and cost-effectiveness relative to those of our competitors;
|
•
|
our ability to develop and maintain relationships with key customers, wireless carriers, OEMs and ODMs;
|
•
|
our ability to secure sufficient high quality supply for our products;
|
•
|
our ability to conform to industry standards while developing new and proprietary technologies to offer products and features previously not available in the 4G market;
|
•
|
our ability to develop or acquire complementary technologies or to partner with others to bring to market products with enhanced functionalities; and
|
•
|
our ability to recruit design and application engineers with expertise in wireless broadband communications technologies and sales and marketing personnel.
|
•
|
recruit, hire, train and manage additional qualified engineers for our research and development activities, especially in the positions of design engineering, product and test engineering, and applications engineering;
|
•
|
add additional sales personnel and expand sales offices;
|
•
|
add additional finance and accounting personnel;
|
•
|
implement and improve our administrative, financial and operational systems, procedures and controls; and
|
•
|
enhance our information technology support for enterprise resource planning and design engineering by adapting and expanding our systems and tool capabilities, and properly training new hires as to their use.
|
•
|
stop selling products or using technology that contain the allegedly infringing intellectual property;
|
•
|
lose the opportunity to license our technology to others or to collect royalty payments based upon successful protection and assertion of our intellectual property against others;
|
•
|
incur significant legal expenses;
|
•
|
pay substantial damages to the party whose intellectual property rights we may be found to be infringing;
|
•
|
redesign those products that contain the allegedly infringing intellectual property; or
|
•
|
attempt to obtain a license to the relevant intellectual property from third parties, which may not be available on reasonable terms or at all.
|
•
|
reductions in orders or cancellations by our customers;
|
•
|
changes in the size, growth or growth prospects of the LTE and Internet of Things markets;
|
•
|
changes in the competitive dynamics of our market, including new entrants or pricing pressures, and our ability to compete in the LTE market;
|
•
|
timing and success of commercial deployments of and upgrades to 4G wireless networks;
|
•
|
timely availability, at a reasonable cost, of adequate manufacturing capacity with the sole foundry that manufactures our products;
|
•
|
our ability to successfully define, design and release new products in a timely manner that meet our customers’ needs;
|
•
|
timing and growth rate of revenues from the LTE market;
|
•
|
changes in manufacturing costs, including wafer, test and assembly costs, mask costs and manufacturing yields;
|
•
|
the timing of product announcements by competitors or us; and
|
•
|
costs associated with litigation, especially related to intellectual property.
|
•
|
our shares are in registered form only and we must be notified of any transfer of our shares in order for such transfer to be validly registered;
|
•
|
our by-laws provide for directors to be elected for three year terms, and we intend to elect one third of the directors every year;
|
•
|
our shareholders may grant our board of directors broad authorizations to increase our share capital;
|
•
|
our board of directors has the right to appoint directors to fill a vacancy created by the resignation, death or removal of a director, subject to the approval by the shareholders of such appointment at the next shareholders’ meeting, which prevents shareholders from having the sole right to fill vacancies on our board of directors;
|
•
|
our board of directors can only be convened by its chairman except when no board meeting has been held for more than two consecutive months;
|
•
|
our board of directors meetings can only be regularly held if at least half of the directors attend either physically or by way of secured telecommunications;
|
•
|
approval of at least a majority of the shares entitled to vote at an ordinary shareholders’ general meeting is required to remove directors with or without cause;
|
•
|
advance notice is required for nominations for election to the board of directors or for proposing matters that can be acted upon at a shareholders’ meeting; and
|
•
|
the sections of the by-laws relating to the number of directors and election and removal of a director from office may only be modified by a resolution adopted by 66 2/3% of our shareholders present or represented at the meeting.
|
A.
|
History and Development of the Company
|
B.
|
Business Overview
|
•
|
OFDMA
is a digital modulation and access technique that achieves significantly higher throughput within a given frequency spectrum than the TDMA and CDMA techniques used in 2G and 3G wireless networks. OFDMA splits the wireless signal into multiple lower frequency sub-signals spread throughout available spectrum during transmission, effectively reducing the demands on the network for each sub-signal and enabling increased overall speed and performance.
|
•
|
MIMO
is a smart antenna technology that enables higher data throughput and signal range without requiring additional bandwidth or transmit power. MIMO employs multiple antennae to more efficiently transmit and receive wireless data.
|
•
|
Execution Challenges
. The rapid evolution of wireless protocols, such as LTE to LTE Advanced, requires sustained product development excellence and ongoing collaboration with carriers to meet market technology needs. Subscriber demand and carriers’ push to increase revenues by providing new and higher performance devices have driven OEM and ODM product life cycles to become shorter and require semiconductor solution providers to adhere to quick time-to-market schedules while providing fast and efficient transition from design-in to volume production. In addition, wireless carriers require semiconductor solutions to undergo extensive certification qualification and interoperability testing prior to mass production.
|
•
|
Technology Challenges
. In order to increase throughput with minimal cost, wireless carriers require more efficient use of spectrum through the implementation of complex signal processing algorithms, such as OFDMA and MIMO, that require a significant amount of system-level and software expertise in addition to IC design knowledge. In addition, OEM and ODM customers’ desire for continuous improvements in power efficiency, reduced form factor and lower cost require rapid design cycles employing increasingly advanced silicon processes, improved RF transceiver performance and integration of additional features. Furthermore, until LTE networks are fully deployed by the carrier, the need to provide an optimal user experience in areas of poor network coverage or areas where coverage changes from 2G or 3G to 4G requires multi-mode system designs that are capable of seamlessly transitioning between the technologies.
|
•
|
A strong track record of execution in 4G
.
We believe we are well positioned in the single-mode LTE market, with approximatively 60 customers having already launched or in the development phase of products using Sequans LTE chipsets, and in particular we have become recognized as a market leader in LTE for IoT chipsets. We were an early provider of WiMAX products and have been shipping our wireless broadband semiconductor solutions since 2005. Since we commenced operations in 2004, we have accomplished the following milestones:
|
•
|
released seven generations of 4G semiconductor solutions – including four generations of LTE – that have been deployed in a variety of devices including smartphones, USB dongles, tablets, mobile routers, broadband access CPEs, in-car telematics devices and industrial IoT devices;
|
•
|
became the leading provider of WiMAX chipsets by 2010, having designed our WiMAX solution into multiple devices, including the highly successful HTC EVO 4G, the first mass-market 4G smartphone, followed by eight more HTC devices;
|
•
|
introduced our first generation LTE chipset in May 2010, a full 20MHz bandwidth TDD LTE solution, which was used by China Mobile in the first TDD LTE network demonstration and was launched in several commercial networks, including in Australia and Brazil;
|
•
|
at the end of 2011, introduced our StreamrichLTE
TM
family of second-generation LTE chipset solutions, one of the industry’s first solutions to support Category 4 throughput of up to 150Mbps in the downlink. In 2012, this solution was certified on Verizon Wireless’ network;
|
•
|
introduced our StreamliteLTE
TM
family of products in the fourth quarter of 2012, optimized for the price/performance requirements of the “Internet of Things” market, including connected consumer electronics and machine-to-machine devices;
|
•
|
introduced our third-generation LTE chipset solution in the first quarter of 2013, supporting LTE Advanced and 3GPP Release 10 features, including support for carrier aggregation up to a total of 40MHz bandwidth and 300 Mbps Category 6 performance, an industry-first capability;
|
•
|
introduced our EZLinkLTE
TM
family of LTE modules in the second quarter of 2013, designed to reduce time to market for LTE-only device manufacturers, and achieved Verizon Wireless certification of the first two members of the EZLinkLTE module family;
|
•
|
introduced our Colibri LTE chipset platform in June 2014, an all-new, cost-optimized Category 4 LTE solution and member of our StreamliteLTE family, designed for mobile computing and the Internet of Things markets. The chipset and two EZLinkLTE modules were certified by Verizon in 2015;
|
•
|
introduced the world’s first LTE Category 1 chipset, Calliope, in January 2015, a cost- and power-optimized Category 1 LTE solution and member of our StreamliteLTE family, targeting M2M and Internet of Things
|
•
|
announced a partnership with TCL Communication on 5G research in March 2015;
|
•
|
announced in July 2015 that Gemalto M2M had selected Sequans’ Calliope LTE Category 1 chipset to power a family of Cinterion
®
industrial M2M modules, and in February 2016 the extension of our strategic partnership with Gemalto choosing Sequans’ LTE Release 13 Category M chipset for future IoT and M2M modules;
|
•
|
disclosed in September 2015 that T-Mobile US had chosen our Calliope LTE Category 1 chipset for their M2M demonstration at CTIA’s Super Mobility Week event;
|
•
|
announced that Sequans’ Colibri LTE Category 4 chipset is certified for use on AT&T’s network, having passed their ADAPT chipset verification program in December 2015;
|
•
|
announced in January 2016 a strategic partnership with Foxconn subsidiary Socle, aimed at creating system-on-chip solutions for the IoT market based on Sequans’ LTE technology;
|
•
|
announced in February 2016 a strategic partnership with Verizon wireless to accelerate availability of LTE for IoT chipsets supporting 3GPP Release 13 standards for narrowband LTE technology;
|
•
|
announced a collaboration in February 2016 with Skyworks for developing IoT-optimized RF front-end solutions for Sequans LTE for IoT chipsets;
|
•
|
introduced in February 2016 Sequans’ fourth-generation LTE chip, Monarch, the world’s first 3GPP Release 13 LTE Category M and narrowband IoT capable chipsets, targeting low data-use IoT applications;
|
•
|
announced in March 2016 the certification of Sequans’ Calliope LTE Cat 1 chipset with Japan’s largest operator, NTT DoCoMo;
|
•
|
introduced the US60L, an EZLinkLTE module designed for multiple US carrier networks, and disclosed that it has been certified by AT&T’s Network Ready Labs in April 2016;
|
•
|
announced in May 2016 the certification of Sequans' Calliope LTE Cat 1 chipset at AT&T;
|
•
|
announced that Sequans' Cassiopeia LTE Advanced chipset was selected by ZTE WeLink in August 2016, and by Baicells in November 2016 for use in broadband wireless devices;
|
•
|
demonstrated Sequans' Monarch LTE-M chip at CTIA's Mobility Week event in September 2016, marking what we believe was the world's first LTE-M live demonstration;
|
•
|
completed what we believe was the world's first over-the-air LTE-M data call with Verizon in October 2016;
|
•
|
in October 2016, announced four customer design wins for Sequans' Monarch LTE-M chip, including Gemalto, LinkLabs, Nimbelink and Encore Networks;
|
•
|
demonstrated Sequans' Monarch LTE-M chip at NTT DoCoMo in November 2016;
|
•
|
announced that Pycom selected Sequans' Monarch LTE-M chip;
|
•
|
announced in December 2016 that SIMCom selected Sequans' Calliope LTE Cat 1 chipset for a family of IoT modules;
|
•
|
in December 2016, announced that Fibocom chose Sequans' Monarch LTE-M chip for a family of IoT modules;
|
•
|
disclosed in January 2017 that Verizon had certified Sequans' Monarch LTE-M chip in December 2016, making it the world's first carrier-certified LTE-M chip;
|
•
|
announced in January 2017 that Geotab selected Sequans' Calliope LTE Cat 1 chipset for use in vehicle telematics devices;
|
•
|
in February 2017, completed Europe's first LTE-M data call with Telefónica in Spain;
|
•
|
announced in February 2017 a collaboration with STMicroelectronics on the creation of an LTE-M IoT design kit using Sequans' Monarch chip;
|
•
|
in February 2017, introduced Monarch SX, a highly integrated LTE-M/NB-IoT system-on-chip for IoT;
|
•
|
announced in February 2017 that Orion Labs selected Sequans' Monarch LTE-M chip for their voice-enabled wearables products; and
|
•
|
in February 2017, announced that Huawei selected Sequans' Monarch LTE-M chip for a family of IoT modules, marking the eighth publicly announced Monarch customer.
|
•
|
Understanding of wireless system-level architecture and expertise in signal processing.
We have an end-to-end understanding of wireless system-level architectures and networks based on our team’s experience in a broad range of wireless technologies including 2G, 3G, Wi-Fi, WiMAX and LTE. This enables us to serve as a trusted advisor to wireless carriers, OEMs and infrastructure vendors to optimize the performance of their 4G devices and networks. For example, our solutions offer improved standby-mode battery life in 4G devices as a result of our in-depth understanding of the interactions between the device and the network and of our implementation of advanced power-saving techniques in our solutions. For instance, we have implemented a proprietary technique called Dynamic Power Management in our Monarch chip that assures the longest possible battery life for IoT devices by dynamically adapting the chip’s deep-sleep implementation to the traffic patterns of various IoT use cases.
|
•
|
High performance solutions for 4G applications
.
Our solutions offer high performance for use in a wide array of 4G-enabled devices. The key performance characteristics of our solutions include:
|
•
|
high throughput with peak downlink data transfer rates of 150 Mbps in our LTE solutions and up to 300 Mbps in our LTE-Advanced solution;
|
•
|
high power efficiency in both active and idle modes using our patented idle mode optimization algorithms that improve standby time and help maximize device battery life;
|
•
|
support for an advanced technology called hybrid automatic repeat request, or hybrid ARQ, which significantly enhances RF link robustness and throughput, improving mobility and range;
|
•
|
inclusion of LTE broadcast support in our LTE solutions using a feature called evolved multimedia broadcast multicast service, or eMBMS, which enables carriers to deliver new multimedia services in an economical and spectrally efficient manner;
|
•
|
development and integration of a unique LTE interference mitigation technology, Sequans Active Interference Rejection (Sequans AIR
TM
) into our LTE solutions for improved cell edge performance, enhanced network capacity and enhanced user experience;
|
•
|
support for LTE-Advanced features, including carrier aggregation, a capability of creating a single virtual wide channel from two different narrower channels, resulting in higher throughput; and
|
•
|
integration of complete on-chip support for Voice over LTE (VoLTE), including support for high-definition voice using wideband codecs.
|
•
|
Highly optimized 4G solutions.
We have successfully produced and ramped into commercial production seven generations of 4G system-on-chip, or SoC, semiconductor solutions. This experience has resulted in what we believe to be one of the industry’s most efficient implementations, providing high performance at low cost and low power consumption. Some of our solutions have integrated the baseband processor and the RF transceiver into a single die, resulting in extremely high integration, small footprint and low cost. In addition, we successfully migrated our baseband processors from 130nm to 65nm CMOS technology in 2009, and again to 40nm CMOS technology with our second-generation LTE SoC which became available in 2012. With the introduction of our Monarch LTE-M/NB-IoT chip in 2016, we delivered a very high level of integration, providing baseband, RF transceiver, power management and memory all in a single chip of less than 50mm2. And in February 2017, we announced our Monarch SX LTE-M system-on-chip, with even more integration, including an application processor, graphics processor and display controller, sensor hub and media processing engine, along with our Monarch LTE-M/NB-IoT modem, all in a single chip, further reducing the design effort for makers of IoT devices. Furthermore, our comprehensive software solutions help our customers get to market quickly with an optimized, mature and field proven solution. Our highly optimized solutions offer key advantages for both ourselves and our end customers:
|
•
|
Lower overall system cost for our end customers, coupled with higher functionality and smaller form factor. Our ability to integrate digital and RF functions into a single device also allows us to maintain higher product margins as we believe device manufacturers are willing to pay a premium for our integrated 4G solutions, while also enabling us to reduce our manufacturing costs for wafer fabrication, assembly and testing.
|
•
|
The implementation of advanced “known good die” and wafer-level chip-scale packaging (WLCSP) technology, which reduces chip cost and design footprint, enables the creation of very small and cost-effective LTE modules
|
•
|
Simplified product design for device manufacturers, as our solutions incorporate all key components required for a 4G device in a single die or package. For instance, our Monarch chip incorporates baseband processor, RF transceiver, power management and memory in a single 6.5 x 8 mm package. We believe these advantages enable our products to be incorporated into leading edge devices that offer a high quality user experience, as well as accelerate our end customers’ time-to-market.
|
•
|
Proprietary embedded protocol software that has been exhaustively tested with major basestation vendors’ equipment to ensure reliable performance in the field. We also offer host software that facilitates rapid development of high performance device drivers, connection managers and other key application-layer software functionality.
|
•
|
Identifying and optimally serving LTE-only market segments
. As the LTE market grows and matures, and as operators aggressively build out their LTE networks and refarm their 2G and 3G spectrum to support demand for data capacity on LTE, we expect to see significant growth in the demand for single-mode LTE, or LTE-only, devices. In our estimation, this demand will come from three areas:
|
1)
|
Broadband devices: Mobile routers, also called mobile hotspots, provide convenient, on-the-go Internet access via WiFi for users in homes, offices, hotel rooms, vehicles and outdoor locations. Fixed-location (non-mobile) routers provide broadband Internet access for homes and businesses. Mobile routers are popular with customers of traditional mobile operators, and because of the favorable economics of LTE networks compared to 2G and 3G networks, and the potential for heavy data consumption by a mobile router user, LTE-only versions of this device type are expected to become more common. Fixed, or home, routers (also sometimes generically called broadband wireless CPE, or customer premise equipment) are increasingly being deployed as a ‘last-mile’ or wireless local loop solution by emerging operators to provide basic broadband access where it may be prohibitively expensive to deploy wireline broadband infrastructure using fiber, cable or DSL. Single mode LTE-only designs are a logical choice for these home routers for cost and performance reasons, and because the devices are not mobile and therefore do not need to ‘fall back’ to a 2G or 3G connection. Strategy Analytics projects that, together, shipment of LTE-only versions of these two device types will exceed 400 million units from 2016 to 2021. Solutions from both our StreamrichLTE family (Cassiopeia LTE-Advanced platform, for instance) and our StreamliteLTE family (Colibri LTE chipset platform) can ideally address these device types.
|
2)
|
Internet of Things and M2M devices: Increasingly, established mobile network operators are looking beyond the saturated smartphone marketplace to add the devices and users needed to maintain profitable growth. One area of particular interest to these operators is the opportunity to add connected ‘things’ (rather than people) to their networks. The traditional machine-to-machine market is considered a subset of this larger connected objects space, often called “The Internet of Things” (or IoT). While a large number of IoT connections are expected to use WiFi, Bluetooth or some other local-area or personal-area networking technology, there are many applications for wide-area connectivity which can be addressed by cellular networks. Applications for cellular connectivity include smart utility meters, asset tracking, industrial automation and monitoring, retail, smart cities, consumer wearables, agriculture and environmental monitoring, mobile/remote healthcare, security and more. Given the rapid move to LTE by network operators, the spectral efficiency and low latency of LTE networks, and the longer life cycles of some of these applications, the use of LTE in many of these applications is expected to increase, despite the fact many of them do not require high throughput. According to data from ABI Research and Strategy Analytics, over 500 million LTE-based M2M modules and wearable devices will ship from 2016 to 2021. This trend toward the use of LTE in the IoT market began with the arrival of cost- and power-optimized Category 1 LTE solutions in 2015, and is expected to accelerate with the arrival of machine type communications (MTC)-optimized 3GPP Release 13 LTE solutions, which define LTE-M and NB-IoT user equipment categories. Among other things, these new specifications simplify the LTE requirements, reducing cost and power even further, such that these Release 13 implementations are expected to rival 2G in terms of cost and power. Our StreamliteLTE family is targeted at the IoT market, and our world-first Calliope Category 1 LTE chipset platform, announced in January 2015, is certified and shipping in commercial products. Monarch, the world’s first LTE-M/NB-IoT chip, was announced in
|
3)
|
Public safety and vertical applications: The public safety and emergency responders equipment market is undergoing a technology transition that favors the use of LTE in terminals and handhelds. We have several products in both our StreamrichLTE family (Cassiopeia LTE-Advanced platform, for instance) and our StreamliteLTE family (Colibri LTE chipset platform) that can ideally address these device types. LTE is also being adopted for use in delivering ground-to-aircraft broadband Internet connectivity for commercial aircraft, and in other vertical markets in aviation and military applications.
|
•
|
Accelerating our, and our customers’, time to market and reducing our customers’ development costs.
In 2013, we introduced the EZLinkLTE
TM
family of LTE-only modules. By packaging our LTE semiconductor solutions in a complete, turnkey module form factor and certifying them with key wireless carriers, we expect to catalyze the market for LTE-only devices, speed time to market for customer wishing to incorporate LTE connectivity in their devices, and reduce the cost and complexity for our customers. And by pre-integrating and validating third-party WiFi chipset designs, we are able to help our mobile router customers get to market faster. In addition, our highly integrated, single-chip Monarch LTE-M solution minimizes the design effort for IoT device makers. And in February 2017, we announced our Monarch SX LTE-M system-on-chip, with even more integration, including an application processor, graphics processor and display controller, sensor hub and media processing engine, along with our Monarch LTE-M/NB-IoT modem, all in a single chip, further reducing the design effort for makers of IoT devices.
|
•
|
Leveraging our multiple generations of 4G chip design experience to become a leader in advanced LTE technology and cost efficiency
.
We have more than ten years and seven generations of 4G chip design experience, resulting in highly optimized and cost-efficient chip implementations and deep technical expertise, allowing us to be among the first in the industry to deliver new capabilities to market, as well as to enable extremely cost-competitive solutions. For example, in February 2013, we announced Cassiopeia, a third generation LTE chipset platform with support for LTE Advanced features, including carrier aggregation support for up to 40MHz aggregated bandwidth and 300 Mbps Category 6 downlink performance, the only such capability in the industry at that time. In May 2013, we introduced our EZLinkLTE
TM
family of LTE-only modules, aimed at speeding time to market for our customers. In February 2014, we demonstrated a commercial-ready implementation of LTE Broadcast in Verizon Wireless’ LTE Multicast demonstration in New York during Super Bowl week. Finally, the cost and power efficiency achieved from our multiple generations of 4G modem design has enabled us to deliver our StreamliteLTE family of products at attractive price points, enabling LTE connectivity to be embedded in a wide range of cost-sensitive IoT applications in both consumer and machine-to-machine applications. The most recent members of our StreamliteLTE family are the Colibri LTE Category 4 chipset platform, announced in 2014, the Calliope LTE Category 1 chipset platform, introduced in January 2015, and our fourth generation LTE chip, Monarch, an LTE-M/NB-IoT single-chip, announced in February 2016. A year later we announced Monarch SX, a highly-integrated SoC that integrates an application processor, media processor, sensor hub and display controller alongside the Monarch LTE-M/NB-IoT modem.
|
•
|
Partnering with other leading technology companies to complement our technology offerings
. We regularly collaborate with ecosystem partners who provide complementary technology or strengthen our capabilities to address customer needs and competitive pressure. For instance, we have worked closely with Skyworks Solutions to ensure the availability of RF front-end modules that are optimized for use with our LTE chipsets to simplify the RF design task for our customers. We have collaborated with STMicroelectronics to develop IoT design kits that help customers easily integrate our Monarch LTE-M/NB-IoT platform with a range of STMicroelectronics' microcontrollers. And we have partnered with TCL to jointly develop next generation 5G wireless technologies in order to accelerate their development.
|
Platform Name
Chipset ID
Family
|
|
Description
|
|
Target Applications
|
|
Key Features
|
||||||||
|
|
Handsets
|
|
Tablets/
Embedded
Laptops
|
|
Mobile
Routers
|
|
IoT and
M2M
|
|
CPE
|
|
|||
|
|
|
|
|
|
|
|
|||||||
Monarch
SQN3330
|
|
LTE Release 13
BB+RF+ PMIC+RAM
|
|
|
|
|
|
|
|
•
|
|
|
|
LTE UE Category M1 and NB1 supported; Baseband, RF transceiver, memory and power management integrated in a single package; power-optimized for Internet of Things and M2M applications requiring lower throughput.
|
|
|
|
|
|
|
|
|
|||||||
Calliope
SQN3223
|
|
LTE Release 9/10
BB
|
|
|
|
|
|
|
|
•
|
|
|
|
40nm technology, 10Mbps CAT1 peak throughput, USB and HS UART interfaces, integrated processor, cost- and power-optimized for Internet of Things and M2M applications requiring lower throughput. WLCSP.
|
|
|
|
|
|
|
|
|
|||||||
Colibri
SQN3221
|
|
LTE Release 9/10
BB
|
|
|
|
•
|
|
•
|
|
•
|
|
•
|
|
40nm technology, 150Mbps CAT4 peak throughput, USB and HS UART interfaces, integrated processor, optimized price/performance for mobile computing and high performance M2M markets. WLCSP.
|
|
|
|
|
|
|
|
|
|||||||
Colibri / Calliope
SQN3241
|
|
LTE
RF
|
|
|
|
•
|
|
•
|
|
•
|
|
•
|
|
Supports 700-900MHz and 1.8-2.7GHz, up to 20 MHz bandwidth. WLCSP.
|
|
|
|
|
|
|
|
|
Platform Name
Chipset ID
Family
|
|
Description
|
|
Target Applications
|
|
Key Features
|
||||||||
|
|
Handsets
|
|
Tablets/
Embedded
Laptops
|
|
Mobile
Routers
|
|
IoT and
M2M
|
|
CPE
|
|
|||
VZ120Q
|
|
Calliope-based surface-mount all-in-one LTE module for Verizon Wireless network
|
|
|
|
•
|
|
•
|
|
•
|
|
|
|
20mm x 21mm x 1.5mm, surface-mountable module with integrated power management, clocks, Flash and DDR memories, and RF front-end supporting bands 4 and 13; Verizon Wireless and GCF certified. eMBMS and VoLTE capable
|
|
|
|
|
|
|
|
|
|||||||
VZ22Q
|
|
Colibri-based surface-mount all-in-one LTE module for Verizon Wireless network
|
|
|
|
•
|
|
•
|
|
•
|
|
|
|
20mm x 21mm x 1.5mm, surface-mountable module with integrated power management, clocks, Flash and DDR memories, and RF front-end supporting bands 4 and 13; Verizon Wireless and GCF certified. eMBMS and VoLTE capable
|
|
|
|
|
|
|
|
|
|||||||
VZ22M
|
|
Colibri-based M.2 form-factor LTE module for Verizon Wireless network
|
|
|
|
•
|
|
|
|
•
|
|
•
|
|
M.2 module with integrated power management, clocks, Flash and DDR memories, and RF front-end supporting bands 4 and 13; Verizon Wireless and GCF certified. eMBMS and VoLTE capable
|
|
|
|
|
|
|
|
|
|||||||
US60L
|
|
Colibri-based surface-mount all-in-one LTE module for multiple US carrier networks
|
|
|
|
•
|
|
•
|
|
•
|
|
|
|
31.5 x 22 x 1.85 mm, surface-mountable module with integrated power management, clocks, Flash and DDR memories, and RF front-end supporting bands 2, 4, 5, 12, 13 and 17; AT&T certified. eMBMS and VoLTE capable
|
|
|
|
|
|
|
|
|
|||||||
Cassiopeia
SQN3220
|
|
LTE-Advanced Release 10 BB
|
|
|
|
•
|
|
|
|
|
|
•
|
|
Carrier aggregation up to 20 + 20 MHz
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mont Blanc/ Cassiopeia
SQN3240
|
|
LTE RF
|
|
•
|
|
•
|
|
•
|
|
•
|
|
•
|
|
Supports FDD and TDD 700 MHz – 2.7 GHz, up to 20 MHz bandwidth
|
|
|
|
|
|
|
|
|
|||||||
Mont Blanc
SQN3120
|
|
LTE Release 9 BB
|
|
|
|
•
|
|
•
|
|
•
|
|
•
|
|
40nm technology, 150Mbps Category 4 peak throughput, USB, SDIO and gigabit Ethernet interfaces, embedded SDRAM plus integrated processor.
|
|
|
|
|
|
|
|
|
|||||||
Mont Blanc
SQN5120
|
|
LTE Release 9
+ WiMAX BB
|
|
|
|
|
|
•
|
|
|
|
•
|
|
As in SQN3120, plus integrated WiMAX baseband, seamless WiMAX-LTE handover support
|
Platform Name
Chipset ID
Family
|
|
Description
|
|
Target Applications
|
|
Key Features
|
||||||||
|
|
Handsets
|
|
Tablets/
Embedded
Laptops
|
|
Mobile
Routers
|
|
IoT and
M2M
|
|
CPE
|
|
|||
|
|
|
|
|
|
|
|
|||||||
Mont Blanc
SQN3140
|
|
LTE RF
|
|
•
|
|
•
|
|
•
|
|
•
|
|
•
|
|
Supports 2.3—2.7 GHz and 3.3—3.8 GHz TDD LTE bands, up to 20 MHz bandwidth
|
•
|
functionality, form factor and cost;
|
•
|
product performance, as measured by network throughput, signal reach, latency and power consumption;
|
•
|
track record of providing high-volume deployments in the industry; and
|
•
|
systems knowledge.
|
C
.
|
Organizational Structure
|
Name
|
|
Country of
incorporation
|
|
Year of
incorporation
|
|
% equity
interest
|
|
Sequans Communications Ltd.
|
|
United Kingdom
|
|
2005
|
|
100
|
|
Sequans Communications Inc.
|
|
United States
|
|
2008
|
|
100
|
|
Sequans Communications Ltd. Pte.
|
|
Singapore
|
|
2008
|
|
100
|
|
Sequans Communications (Israel) Ltd.
|
|
Israel
|
|
2010
|
|
100
|
|
D
.
|
Property, Plants and Equipment
|
Customer Location
|
|
% of total revenue for the year ended
December 31,
|
||||
|
|
2014
|
|
2015
|
|
2016
|
Taiwan
|
|
—
|
|
—
|
|
29%
|
China
|
|
39%
|
|
14%
|
|
15%
|
China
|
|
Less than 10%
|
|
27%
|
|
Less than 10%
|
Taiwan
|
|
12%
|
|
16%
|
|
—
|
China
|
|
25%
|
|
Less than 10%
|
|
—
|
A
.
|
Operating Results
|
|
|
Year ended December 31,
|
||||||||||
|
|
2014
|
|
2015
|
|
2016
|
||||||
|
|
(in thousands)
|
||||||||||
Asia
|
|
$
|
19,984
|
|
|
$
|
24,943
|
|
|
$
|
33,317
|
|
Europe, Middle East, Africa
|
|
101
|
|
|
3,635
|
|
|
5,593
|
|
|||
Americas
|
|
2,517
|
|
|
3,954
|
|
|
6,669
|
|
|||
Total revenue
|
|
$
|
22,602
|
|
|
$
|
32,532
|
|
|
$
|
45,579
|
|
•
|
available-for-sale assets: comparable transactions, multiples for comparable transactions, discounted present value of future cash flows;
|
•
|
loans and receivables, financial assets at fair value through profit and loss: net book value is deemed to be approximately equivalent to fair value because of their relatively short holding period;
|
•
|
trade payables: book value generally is deemed to be equivalent to fair value because of their relatively short holding period. Trade payables with extended payment terms are discounted to present value;
|
•
|
convertible debt and embedded derivative: Company’s convertible debt has optional redemption periods/dates occurring before their contractual maturity. The holder of the convertible debt has the right to request conversion at any time from their issue. Specifically, the option component of the convertible debt has been recorded as an embedded derivative at fair value
.
The fair value was determined using a valuation model that requires judgment, including estimating the change in value of the Company at different dates and market yields applicable to the Company’s straight debt (without the conversion option). The assumptions used in calculating the value of the conversion represent the Company’s best estimates based on management’s judgment and subjective future expectations, and
|
•
|
Other derivatives: fair value based on mark to market value.
|
|
|
Year ended December 31,
|
|
Change
|
|||||||
|
|
2015
|
|
2016
|
|
%
|
|||||
|
|
(in thousands)
|
|
|
|||||||
Revenue:
|
|
|
|
|
|
|
|||||
Product revenue
|
|
$
|
24,669
|
|
|
$
|
34,581
|
|
|
40
|
%
|
Other revenue
|
|
7,863
|
|
|
10,998
|
|
|
40
|
|
||
Total revenue
|
|
32,532
|
|
|
45,579
|
|
|
40
|
|
||
Cost of revenue:
|
|
|
|
|
|
|
|||||
Cost of product revenue
|
|
17,970
|
|
|
22,574
|
|
|
26
|
|
||
Cost of other revenue
|
|
1,481
|
|
|
3,022
|
|
|
104
|
|
||
Total cost of revenue
|
|
19,451
|
|
|
25,596
|
|
|
32
|
|
||
Gross profit
|
|
13,081
|
|
|
19,983
|
|
|
53
|
|
||
Operating expenses:
|
|
|
|
|
|
|
|||||
Research and development
|
|
25,305
|
|
|
26,334
|
|
|
4
|
|
||
Sales and marketing
|
|
5,985
|
|
|
7,126
|
|
|
19
|
|
||
General and administrative
|
|
5,428
|
|
|
6,267
|
|
|
15
|
|
||
Total operating expenses
|
|
36,718
|
|
|
39,727
|
|
|
8
|
|
||
Operating income (loss)
|
|
(23,637
|
)
|
|
(19,744
|
)
|
|
(16
|
)
|
||
Financial income (expense):
|
|
|
|
|
|
|
|||||
Interest income (expense), net
|
|
(1,516
|
)
|
|
(3,686
|
)
|
|
(143
|
)
|
||
Other financial expense
|
|
(145
|
)
|
|
(83
|
)
|
|
43
|
|
||
Change in the fair value of convertible debt embedded derivative
|
|
(2,036
|
)
|
|
(1,583
|
)
|
|
22
|
|
||
Foreign exchange gain (loss)
|
|
249
|
|
|
593
|
|
|
(138
|
)
|
||
Profit (Loss) before income taxes
|
|
(27,085
|
)
|
|
(24,503
|
)
|
|
|
|||
Income tax expense (benefit)
|
|
317
|
|
|
284
|
|
|
10
|
|
||
Profit (Loss)
|
|
$
|
(27,402
|
)
|
|
$
|
(24,787
|
)
|
|
|
|
|
Year ended
December 31,
|
||||
|
|
2015
|
|
2016
|
||
|
|
(% of total revenue)
|
||||
Revenue:
|
|
|
|
|
||
Product revenue
|
|
76
|
|
|
76
|
|
Other revenue
|
|
24
|
|
|
24
|
|
Total revenue
|
|
100
|
|
|
100
|
|
Cost of revenue:
|
|
|
|
|
||
Cost of product revenue
|
|
55
|
|
|
50
|
|
Cost of other revenue
|
|
5
|
|
|
7
|
|
Total cost of revenue
|
|
60
|
|
|
56
|
|
Gross profit
|
|
40
|
|
|
44
|
|
Operating expenses:
|
|
|
|
|
||
Research and development
|
|
78
|
|
|
58
|
|
Sales and marketing
|
|
18
|
|
|
16
|
|
General and administrative
|
|
17
|
|
|
14
|
|
Total operating expenses
|
|
113
|
|
|
88
|
|
Operating income (loss)
|
|
(73
|
)
|
|
(44
|
)
|
Financial income (expense):
|
|
|
|
|
||
Interest income (expense), net
|
|
(5
|
)
|
|
(8
|
)
|
Other financial expense
|
|
—
|
|
|
—
|
|
Change in the fair value of convertible debt embedded derivative
|
|
(6
|
)
|
|
(3
|
)
|
Foreign exchange gain (loss)
|
|
1
|
|
|
1
|
|
Profit (Loss) before income taxes
|
|
(83
|
)
|
|
(54
|
)
|
Income tax expense (benefit)
|
|
1
|
|
|
1
|
|
Profit (Loss)
|
|
(84
|
)
|
|
(55
|
)
|
|
|
Year ended December 31,
|
|
Change
|
|||||||
|
|
2014
|
|
2015
|
|
%
|
|||||
|
|
(in thousands)
|
|
|
|||||||
Revenue:
|
|
|
|
|
|
|
|||||
Product revenue
|
|
$
|
19,836
|
|
|
$
|
24,669
|
|
|
24
|
%
|
Other revenue
|
|
2,766
|
|
|
7,863
|
|
|
184
|
|
||
Total revenue
|
|
22,602
|
|
|
32,532
|
|
|
44
|
|
||
Cost of revenue:
|
|
|
|
|
|
|
|||||
Cost of product revenue
|
|
15,435
|
|
|
17,970
|
|
|
16
|
|
||
Cost of other revenue
|
|
346
|
|
|
1,481
|
|
|
328
|
|
||
Total cost of revenue
|
|
15,781
|
|
|
19,451
|
|
|
23
|
|
||
Gross profit
|
|
6,821
|
|
|
13,081
|
|
|
92
|
|
||
Operating expenses:
|
|
|
|
|
|
|
|||||
Research and development
|
|
28,634
|
|
|
25,305
|
|
|
(12
|
)
|
||
Sales and marketing
|
|
5,278
|
|
|
5,985
|
|
|
13
|
|
||
General and administrative
|
|
6,969
|
|
|
5,428
|
|
|
(22
|
)
|
||
Total operating expenses
|
|
40,881
|
|
|
36,718
|
|
|
(10
|
)
|
||
Operating income (loss)
|
|
(34,060
|
)
|
|
(23,637
|
)
|
|
(31
|
)
|
||
Financial income (expense):
|
|
|
|
|
|
|
|||||
Interest income (expense), net
|
|
(20
|
)
|
|
(1,516
|
)
|
|
|
|||
Other financial expense
|
|
—
|
|
|
(145
|
)
|
|
|
|||
Change in the fair value of convertible debt embedded derivative
|
|
—
|
|
|
(2,036
|
)
|
|
|
|||
Foreign exchange gain (loss)
|
|
118
|
|
|
249
|
|
|
|
|||
Profit (Loss) before income taxes
|
|
(33,962
|
)
|
|
(27,085
|
)
|
|
|
|||
Income tax expense (benefit)
|
|
162
|
|
|
317
|
|
|
|
|||
Profit (Loss)
|
|
$
|
(34,124
|
)
|
|
$
|
(27,402
|
)
|
|
|
|
|
Year ended
December 31,
|
||||
|
|
2014
|
|
2015
|
||
|
|
(% of total revenue)
|
||||
Revenue:
|
|
|
|
|
||
Product revenue
|
|
88
|
|
|
76
|
|
Other revenue
|
|
12
|
|
|
24
|
|
Total revenue
|
|
100
|
|
|
100
|
|
Cost of revenue:
|
|
|
|
|
||
Cost of product revenue
|
|
68
|
|
|
55
|
|
Cost of other revenue
|
|
2
|
|
|
5
|
|
Total cost of revenue
|
|
70
|
|
|
60
|
|
Gross profit
|
|
30
|
|
|
40
|
|
Operating expenses:
|
|
|
|
|
||
Research and development
|
|
127
|
|
|
78
|
|
Sales and marketing
|
|
23
|
|
|
18
|
|
General and administrative
|
|
31
|
|
|
17
|
|
Total operating expenses
|
|
181
|
|
|
113
|
|
Operating income (loss)
|
|
(151
|
)
|
|
(73
|
)
|
Financial income (expense):
|
|
|
|
|
||
Interest income (expense), net
|
|
—
|
|
|
(5
|
)
|
Other financial expense
|
|
—
|
|
|
—
|
|
Change in the fair value of convertible debt embedded derivative
|
|
—
|
|
|
(6
|
)
|
Foreign exchange gain (loss)
|
|
1
|
|
|
1
|
|
Profit (Loss) before income taxes
|
|
(150
|
)
|
|
(83
|
)
|
Income tax expense (benefit)
|
|
1
|
|
|
1
|
|
Profit (Loss)
|
|
(151
|
)
|
|
(84
|
)
|
|
|
Three months ended
|
||||||||||||||||||||||||||||||
|
|
March 31,
2015 |
|
June 30,
2015 |
|
Sept. 30, 2015
|
|
Dec. 31, 2015
|
|
March 31,
2016 |
|
June 30,
2016 |
|
Sept. 30, 2016
|
|
Dec. 31, 2016
|
||||||||||||||||
|
|
(in thousands) (unaudited)
|
||||||||||||||||||||||||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Product revenue
|
|
$
|
3,988
|
|
|
$
|
6,243
|
|
|
$
|
7,887
|
|
|
$
|
6,551
|
|
|
$
|
5,412
|
|
|
$
|
7,699
|
|
|
$
|
9,523
|
|
|
$
|
11,947
|
|
Other revenue
|
|
820
|
|
|
1,253
|
|
|
1,471
|
|
|
4,319
|
|
|
3,873
|
|
|
2,185
|
|
|
2,934
|
|
|
2,006
|
|
||||||||
Total revenue
|
|
4,808
|
|
|
7,496
|
|
|
9,358
|
|
|
10,870
|
|
|
9,285
|
|
|
9,884
|
|
|
12,457
|
|
|
13,953
|
|
||||||||
Cost of revenue
(1)
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Cost of product revenue
|
|
2,762
|
|
|
4,427
|
|
|
5,153
|
|
|
5,628
|
|
|
4,128
|
|
|
4,667
|
|
|
5,900
|
|
|
7,879
|
|
||||||||
Cost of other revenue
|
|
124
|
|
|
345
|
|
|
391
|
|
|
621
|
|
|
747
|
|
|
804
|
|
|
731
|
|
|
740
|
|
||||||||
Total cost of revenue
|
|
2,886
|
|
|
4,772
|
|
|
5,544
|
|
|
6,249
|
|
|
4,875
|
|
|
5,471
|
|
|
6,631
|
|
|
8,619
|
|
||||||||
Gross profit
|
|
1,922
|
|
|
2,724
|
|
|
3,814
|
|
|
4,621
|
|
|
4,410
|
|
|
4,413
|
|
|
5,826
|
|
|
5,334
|
|
||||||||
Operating expenses
(1)
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Research and development
|
|
6,893
|
|
|
6,135
|
|
|
5,525
|
|
|
6,752
|
|
|
6,727
|
|
|
6,889
|
|
|
6,391
|
|
|
6,327
|
|
||||||||
Sales and marketing
|
|
1,722
|
|
|
1,348
|
|
|
1,406
|
|
|
1,509
|
|
|
1,501
|
|
|
1,495
|
|
|
1,926
|
|
|
2,204
|
|
||||||||
General and administrative
|
|
1,483
|
|
|
1,286
|
|
|
1,119
|
|
|
1,540
|
|
|
1,378
|
|
|
1,761
|
|
|
1,459
|
|
|
1,669
|
|
||||||||
Total operating expenses
|
|
10,098
|
|
|
8,769
|
|
|
8,050
|
|
|
9,801
|
|
|
9,606
|
|
|
10,145
|
|
|
9,776
|
|
|
10,200
|
|
||||||||
Operating income (loss)
|
|
(8,176
|
)
|
|
(6,045
|
)
|
|
(4,236
|
)
|
|
(5,180
|
)
|
|
(5,196
|
)
|
|
(5,732
|
)
|
|
(3,950
|
)
|
|
(4,866
|
)
|
||||||||
Financial income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Interest income (expense), net
|
|
(34
|
)
|
|
(432
|
)
|
|
(509
|
)
|
|
(541
|
)
|
|
(628
|
)
|
|
(916
|
)
|
|
(1,062
|
)
|
|
(1,080
|
)
|
||||||||
Other financial expense
|
|
—
|
|
|
(141
|
)
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
(83
|
)
|
|
—
|
|
|
—
|
|
||||||||
Change in the fair value of convertible debt embedded derivative
|
|
—
|
|
|
(275
|
)
|
|
2,488
|
|
|
(4,249
|
)
|
|
(3,127
|
)
|
|
1,544
|
|
|
—
|
|
|
—
|
|
||||||||
Foreign exchange gain (loss)
|
|
226
|
|
|
(120
|
)
|
|
(91
|
)
|
|
234
|
|
|
(212
|
)
|
|
196
|
|
|
(61
|
)
|
|
670
|
|
||||||||
Profit (Loss) before income taxes
|
|
(7,984
|
)
|
|
(7,013
|
)
|
|
(2,348
|
)
|
|
(9,740
|
)
|
|
(9,163
|
)
|
|
(4,991
|
)
|
|
(5,073
|
)
|
|
(5,276
|
)
|
||||||||
Income tax expense (benefit)
|
|
64
|
|
|
55
|
|
|
81
|
|
|
117
|
|
|
66
|
|
|
70
|
|
|
53
|
|
|
95
|
|
||||||||
Profit (Loss)
|
|
$
|
(8,048
|
)
|
|
$
|
(7,068
|
)
|
|
$
|
(2,429
|
)
|
|
$
|
(9,857
|
)
|
|
$
|
(9,229
|
)
|
|
$
|
(5,061
|
)
|
|
$
|
(5,126
|
)
|
|
$
|
(5,371
|
)
|
(1)
|
Includes share-based compensation as follows:
|
|
|
Three months ended
|
||||||||||||||||||||||||||||||
|
|
March 31,
2015 |
|
June 30,
2015 |
|
Sept. 30, 2015
|
|
Dec. 31, 2015
|
|
March 31,
2016 |
|
June 30,
2016 |
|
Sept. 30, 2016
|
|
Dec. 31, 2016
|
||||||||||||||||
|
|
(in thousands) (unaudited)
|
||||||||||||||||||||||||||||||
Cost of revenue
|
|
$
|
6
|
|
|
$
|
4
|
|
|
$
|
3
|
|
|
$
|
4
|
|
|
$
|
4
|
|
|
$
|
4
|
|
|
$
|
4
|
|
|
$
|
—
|
|
Operating expenses
|
|
232
|
|
|
193
|
|
|
183
|
|
|
242
|
|
|
250
|
|
|
222
|
|
|
179
|
|
|
459
|
|
||||||||
Share-based compensation
|
|
$
|
238
|
|
|
$
|
197
|
|
|
$
|
186
|
|
|
$
|
246
|
|
|
$
|
254
|
|
|
$
|
226
|
|
|
$
|
183
|
|
|
$
|
459
|
|
|
|
Three months ended
|
||||||||||||||||||||||
|
|
March 31,
2015 |
|
June 30,
2015 |
|
Sept. 30, 2015
|
|
Dec. 31, 2015
|
|
March 31,
2016 |
|
June 30,
2016 |
|
Sept. 30, 2016
|
|
Dec. 31, 2016
|
||||||||
|
|
(% of revenue) (unaudited)
|
||||||||||||||||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Product revenue
|
|
83
|
|
|
83
|
|
|
84
|
|
|
60
|
|
|
58
|
|
|
78
|
|
|
76
|
|
|
86
|
|
Other revenue
|
|
17
|
|
|
17
|
|
|
16
|
|
|
40
|
|
|
42
|
|
|
22
|
|
|
24
|
|
|
14
|
|
Total revenue
|
|
100
|
|
|
100
|
|
|
100
|
|
|
100
|
|
|
100
|
|
|
100
|
|
|
100
|
|
|
100
|
|
Cost of revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cost of product revenue
|
|
57
|
|
|
59
|
|
|
55
|
|
|
51
|
|
|
44
|
|
|
47
|
|
|
47
|
|
|
56
|
|
Cost of other revenue
|
|
3
|
|
|
5
|
|
|
4
|
|
|
6
|
|
|
8
|
|
|
8
|
|
|
6
|
|
|
5
|
|
Total cost of revenue
|
|
60
|
|
|
64
|
|
|
59
|
|
|
57
|
|
|
53
|
|
|
55
|
|
|
53
|
|
|
62
|
|
Gross profit
|
|
40
|
|
|
36
|
|
|
41
|
|
|
43
|
|
|
47
|
|
|
45
|
|
|
47
|
|
|
38
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Research and development
|
|
143
|
|
|
82
|
|
|
59
|
|
|
62
|
|
|
72
|
|
|
70
|
|
|
51
|
|
|
45
|
|
Sales and marketing
|
|
36
|
|
|
18
|
|
|
15
|
|
|
15
|
|
|
16
|
|
|
15
|
|
|
15
|
|
|
16
|
|
General and administrative
|
|
31
|
|
|
17
|
|
|
12
|
|
|
14
|
|
|
15
|
|
|
18
|
|
|
12
|
|
|
12
|
|
Total operating expenses
|
|
210
|
|
|
117
|
|
|
86
|
|
|
90
|
|
|
103
|
|
|
103
|
|
|
78
|
|
|
73
|
|
Operating income (loss)
|
|
(170
|
)
|
|
(81
|
)
|
|
(45
|
)
|
|
(48
|
)
|
|
(56
|
)
|
|
(58
|
)
|
|
(32
|
)
|
|
(35
|
)
|
Financial income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest income (expense), net
|
|
(1
|
)
|
|
(6
|
)
|
|
(5
|
)
|
|
(5
|
)
|
|
(7
|
)
|
|
(9
|
)
|
|
(9
|
)
|
|
(8
|
)
|
Other financial expense
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
Change in the fair value of convertible debt embedded derivative
|
|
—
|
|
|
(3
|
)
|
|
26
|
|
|
(39
|
)
|
|
(33
|
)
|
|
16
|
|
|
—
|
|
|
—
|
|
Foreign exchange gain (loss)
|
|
5
|
|
|
(1
|
)
|
|
(1
|
)
|
|
2
|
|
|
(2
|
)
|
|
2
|
|
|
—
|
|
|
6
|
|
Profit (Loss) before income taxes
|
|
(166
|
)
|
|
(93
|
)
|
|
(25
|
)
|
|
(90
|
)
|
|
(98
|
)
|
|
(50
|
)
|
|
(41
|
)
|
|
(37
|
)
|
Income tax expense (benefit)
|
|
1
|
|
|
1
|
|
|
1
|
|
|
1
|
|
|
1
|
|
|
1
|
|
|
—
|
|
|
1
|
|
Profit (Loss)
|
|
(167
|
)
|
|
(94
|
)
|
|
(26
|
)
|
|
(91
|
)
|
|
(99
|
)
|
|
(51
|
)
|
|
(41
|
)
|
|
(38
|
)
|
B.
|
Liquidity and Capital Resources
|
|
|
Year ended December 31,
|
||||||||||
|
|
2014
|
|
2015
|
|
2016
|
||||||
|
|
(in thousands)
|
||||||||||
Net cash used in operating activities
|
|
$
|
(24,406
|
)
|
|
$
|
(16,401
|
)
|
|
$
|
(15,589
|
)
|
Net cash used in investing activities
|
|
(5,625
|
)
|
|
(5,345
|
)
|
|
(5,270
|
)
|
|||
Net cash from financing activities
|
|
5,121
|
|
|
17,710
|
|
|
32,778
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
|
$
|
(24,910
|
)
|
|
$
|
(4,036
|
)
|
|
$
|
11,919
|
|
•
|
our ability to generate cash from operations or to minimize the cash used in operations;
|
•
|
our ability to control our costs;
|
•
|
the costs of filing, prosecuting, defending and enforcing any patent claims and other intellectual property rights, or participating in litigation-related activities; and
|
•
|
the acquisition of businesses, products and technologies.
|
C
.
|
Research and Development, Patents and Licenses, etc.
|
D.
|
Trend Information
|
E.
|
Off-Balance Sheet Arrangements
|
F.
|
Contractual Obligations
|
|
|
Payments due by period
|
||||||||||||||||||
|
|
Total
|
|
Less than
1 year
|
|
1-3 years
|
|
3-5 years
|
|
More than
5 years
|
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
Liabilities :
|
|
|
|
|
|
|
||||||||||||||
Government grant advances
|
|
$
|
587
|
|
|
$
|
390
|
|
|
$
|
197
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Research project financing
|
|
3,306
|
|
|
1,459
|
|
|
1,373
|
|
|
444
|
|
|
30
|
|
|||||
Government loans
|
|
1,852
|
|
|
167
|
|
|
749
|
|
|
738
|
|
|
198
|
|
|||||
Convertible debt and accrued expenses
|
|
23,473
|
|
|
4,037
|
|
|
19,436
|
|
|
—
|
|
|
—
|
|
|||||
Provisions
|
|
1,352
|
|
|
46
|
|
|
618
|
|
|
—
|
|
|
688
|
|
|||||
Trade payables
|
|
18,358
|
|
|
18,358
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Interest-bearing receivables financing
|
|
7,712
|
|
|
7,712
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other liabilities
|
|
22
|
|
|
22
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other current liabilities
|
|
4,415
|
|
|
4,415
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
|
$
|
61,077
|
|
|
$
|
36,606
|
|
|
$
|
22,373
|
|
|
$
|
1,182
|
|
|
$
|
916
|
|
Off-balance sheet commitments:
|
|
|
|
|
|
|
||||||||||||||
Operating leases
|
|
2,811
|
|
|
879
|
|
|
1,405
|
|
|
527
|
|
|
—
|
|
|||||
Inventory component and equipment purchase commitments
|
|
4,417
|
|
|
3,247
|
|
|
1,170
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
|
$
|
7,228
|
|
|
$
|
4,126
|
|
|
$
|
2,575
|
|
|
$
|
527
|
|
|
$
|
—
|
|
A.
|
Directors and Senior Management
|
Name
|
|
Age
|
|
|
Position(s)
|
Executive Officers
|
|
|
|
|
|
Dr. Georges Karam
|
|
55
|
|
|
Chairman of the Board and Chief Executive Officer
|
Deborah Choate
|
|
53
|
|
|
Chief Financial Officer
|
Bertrand Debray
|
|
52
|
|
|
Chief Operating Officer
|
Didier Dutronc
|
|
57
|
|
|
Chief Marketing Officer
|
Nikhil Taluja
|
|
45
|
|
|
Vice President Worldwide Sales
|
Directors
|
|
|
|
|
|
Yves Maitre
|
|
54
|
|
|
Director
|
Richard Nottenburg
|
|
63
|
|
|
Director
|
Hubert de Pesquidoux
|
|
51
|
|
|
Director
|
Dominique Pitteloud
|
|
55
|
|
|
Director
|
Alok Sharma
|
|
52
|
|
|
Director
|
Zvi Slonimsky
|
|
67
|
|
|
Director
|
B.
|
Compensation
|
|
|
||
Attendance fees
|
$
|
20,000
|
|
Attendance fees for lead independent director
|
$
|
20,000
|
|
Attendance fees for board committee chairperson
|
|
||
Audit committee
|
$
|
12,000
|
|
Compensation committee
|
$
|
9,000
|
|
Nominating and corporate governance committee
|
$
|
5,000
|
|
Attendance fees for board committee members
|
|
||
Audit committee
|
$
|
6,000
|
|
Compensation committee
|
$
|
4,500
|
|
Nominating and corporate governance committee
|
$
|
2,500
|
|
|
|
Initial equity award for new directors
(1)(3)
|
Warrants to purchase 40,000 shares
|
Annual award for continuing board members
(2)(3)
|
Warrants to purchase 20,000 shares
|
(1)
|
The initial equity award for new directors will have an exercise price equal to the fair market value of the ADSs on the date of grant and will be subject to vesting over a period of three years in equal installments commencing on the date of grant, subject to the non-employee director’s continued service to us through the vesting date.
|
(2)
|
The annual equity award for continuing board members will have an exercise price equal to the fair market value of the ADSs on the date of grant and will fully vest on the earlier of (a) the one year anniversary of the date of grant of the award and (b) the date immediately preceding the date of the annual meeting of our shareholders for the year following the year of grant for the award, subject to the non-employee director’s continued service to us through the vesting date. A non-employee director will receive an annual warrant award only if he or she has served on the board of directors for at least the preceding twelve months.
|
(3)
|
All such awards will become fully vested upon a change of control.
|
|
|
|
|
Options
|
||||
Name (Title)
|
|
Restricted Shares
|
|
Number
|
|
Exercise
Price
|
|
Expiration Date
|
Dr. Georges Karam, Chairman and Chief Executive Officer
|
|
300,000 (1)
|
|
500,000
|
|
€6.26 ($8.63)
|
|
Mar. 8, 2021
|
|
|
|
|
50,000
|
|
$2.04
|
|
Dec. 13, 2022
|
|
|
|
|
150,000
|
|
$1.90
|
|
Dec. 12, 2023
|
|
|
|
|
170,000
|
|
$1.58
|
|
July 22, 2024
|
|
|
|
|
130,000
|
|
$1.25
|
|
Dec. 11, 2024
|
|
|
|
|
98,000
|
|
$1.94
|
|
Apr. 21, 2025
|
|
|
|
|
170,000
|
|
$1.55
|
|
July 20, 2025
|
|
|
|
|
100,000
|
|
$1.97
|
|
Dec. 14, 2025
|
Bertrand Debray, Chief Operating Officer
|
|
30,000 (1)
|
|
150,000
|
|
€6.26 ($8.63)
|
|
Mar. 8, 2021
|
|
|
|
|
24,000
|
|
$2.04
|
|
Dec. 13, 2022
|
|
|
|
|
24,000
|
|
$1.90
|
|
Dec. 12, 2023
|
|
|
|
|
50,000
|
|
$1.58
|
|
July 22, 2024
|
|
|
|
|
28,000
|
|
$1.25
|
|
Dec. 11, 2024
|
|
|
|
|
50,000
|
|
$1.55
|
|
July 20, 2025
|
|
|
|
|
24,000
|
|
$1.97
|
|
Dec. 14, 2025
|
C.
|
Board Practices
|
Name
|
|
Current
position
|
|
Year of
appointment
|
|
Term
expiration
year
|
Georges Karam
|
|
Chairman
|
|
2003
|
|
2018
|
Yves Maitre
|
|
Director
|
|
2014
|
|
2017
|
Richard Nottenburg
|
|
Director
|
|
2016
|
|
2019
|
Hubert de Pesquidoux
|
|
Director
|
|
2011
|
|
2017
|
Dominique Pitteloud
|
|
Director
|
|
2005
|
|
2019
|
Alok Sharma
|
|
Director
|
|
2011
|
|
2019
|
Zvi Slonimsky
|
|
Director
|
|
2006
|
|
2018
|
•
|
Presiding at all meetings of the board at which the chairman is not present, including executive sessions of the independent directors.
|
•
|
Calling meetings of the independent directors.
|
•
|
Serving as liaison between the independent directors and the chairman and chief executive officer.
|
•
|
Collecting feedback from the board members in order to help the chairman finalize the meeting agendas.
|
•
|
Based on feedback from the other board members, recommending to the chairman that a special board of directors meeting be called focused on a specific agenda.
|
•
|
If a shareholder requests to talk with an independent director and not to the chairman and/or the chief executive officer, representing the board of directors for such communication in coordination with the chairman.
|
D.
|
Employees
|
|
|
At December 31,
|
|||||||
|
|
2014
|
|
2015
|
|
2016
|
|||
Department:
|
|
|
|
|
|
|
|||
Research and development
|
|
150
|
|
|
153
|
|
|
148
|
|
Sales and marketing
|
|
19
|
|
|
18
|
|
|
41
|
|
General and administration
|
|
22
|
|
|
19
|
|
|
17
|
|
Operations
|
|
5
|
|
|
6
|
|
|
7
|
|
Total
|
|
196
|
|
|
196
|
|
|
213
|
|
Geography:
|
|
|
|
|
|
|
|||
Europe, Middle East, Africa
|
|
150
|
|
|
152
|
|
|
165
|
|
Asia
|
|
31
|
|
|
28
|
|
|
28
|
|
Americas
|
|
15
|
|
|
16
|
|
|
20
|
|
Total
|
|
196
|
|
|
196
|
|
|
213
|
|
E.
|
Share Ownership
|
A.
|
Major Shareholders
|
•
|
each person, or group of affiliated persons, known by us to own beneficially more than 5% of our outstanding ADSs or ordinary shares;
|
•
|
each of our executive officers;
|
•
|
each of our directors; and
|
•
|
all of our executive officers and directors as a group.
|
|
|
Ordinary Shares
Beneficially Owned
|
||||
|
|
Number
|
|
Percent
|
||
5% Shareholders
|
|
|
|
|
||
Bpifrance Participations
(1)
|
|
8,960,561
|
|
|
11.9
|
%
|
Nokomis Capital, L.L.C.
(2)
|
|
7,667,292
|
|
|
9.9
|
|
AWM Investment Co. Participations
(3)
|
|
7,320,230
|
|
|
9.7
|
|
Add Partners and affiliates
(4)
|
|
4,308,557
|
|
|
5.7
|
|
Dr. Georges Karam
(5)
|
|
3,989,492
|
|
|
5.2
|
|
Executive Officers and Directors
|
|
|
|
|
||
Dr. Georges Karam
(5)
|
|
3,989,492
|
|
|
5.2
|
%
|
Deborah Choate
(6)
|
|
417,676
|
|
|
*
|
|
Bertrand Debray
(7)
|
|
1,175,742
|
|
|
1.6
|
|
Didier Dutronc
|
|
51,970
|
|
|
*
|
|
Yves Maitre
(8)
|
|
56,363
|
|
|
*
|
|
Richard Nottenburg
|
|
577,257
|
|
|
*
|
|
Hubert de Pesquidoux
(9)
|
|
89,403
|
|
|
*
|
|
Dominique Pitteloud
(10)
|
|
97,000
|
|
|
*
|
|
Alok Sharma
(11)
|
|
77,181
|
|
|
*
|
|
Zvi Slonimsky
(12)
|
|
97,380
|
|
|
*
|
|
Nikhil Taluja
|
|
18,181
|
|
|
*
|
|
All executive officers and directors as a group (11 persons)
(13)
|
|
6,647,645
|
|
|
8.6
|
%
|
*
|
Represents beneficial ownership of less than 1%.
|
(1)
|
Based on a Schedule 13D filed with the SEC on September 20, 2016 and information provided to the Company. Includes 8,960,561 shares held by Bpifrance Participations S.A., or Bpifrance. Bpifrance is the wholly owned subsidiary of BPI-Groupe (bpifrance), or BPI. The Caisse des Dépôts et Consignations, or CDC, and EPIC BPI-Groupe, or EPIC, each hold 50% of the share capital of BPI and jointly control BPI. Nicolas Dufourcq is the Chief Executive Officer of Bpifrance and he may be deemed to have shared voting and investment power over the shares held by Bpifrance. Paul-François Fournier is the director of the Innovation Business Unit of Bpifrance and Maïlys Ferrère is the director of the Large Venture Fund of Bpifrance, and they may be deemed to have shared voting and investment power over the shares held by Bpifrance. None of BPI, CDC, EPIC, Nicolas Dufourcq, Paul-François Fournier or Maïlys Ferrère holds any shares directly. BPI may be deemed to be the beneficial owner of 8,960,561 shares, indirectly through its sole ownership of Bpifrance. CDC and EPIC may be deemed to be the beneficial owner of 8,960,561 shares, indirectly through their joint ownership and control of BPI. Nicolas Dufourcq,. Paul-François Fournier and Maïlys Ferrère disclaim beneficial ownership of the shares held by Bpifrance. The principal address for Bpifrance, BPI, EPIC, and Nicolas Dufourcq is 6-8 Boulevard Haussmann, 75009 Paris, France.
|
(2)
|
Based on a Schedule 13G/A filed with the SEC on February 13, 2017. Includes 5,429,292 shares held by Nokomis Capital, L.L.C., or Nokomis Capital, purchased by Nokomis Capital through the accounts of certain private funds and managed accounts (collectively, the Nokomis Accounts) and approximately 2,238,000 Ordinary Shares receivable upon conversion of presently convertible notes. Nokomis Capital is prohibited from converting the presently convertible notes held by them to obtain ownership in excess of 9.9%. Nokomis Capital serves as the investment adviser to the Nokomis Accounts and may direct the voting and disposition of the shares held by the Nokomis Accounts. As the principal of Nokomis Capital, Brett Hendrickson holds voting and investment power with respect to all securities beneficially owned by the Nokomis Accounts. The address of Nokomis Capital is 2305 Cedar Springs Rd., Suite 420, Dallas, TX 75201.
|
(3)
|
Based on a Schedule 13G filed with the SEC on February 10, 2017. Includes 7,320,230 shares held by AWM Investment Company, Inc., a Delaware corporation (“AWM”), that is the investment adviser to Special Situations Cayman Fund, L.P., a Cayman Island limited partnership ("CAYMAN"), Special Situations Fund III QP, L.P., a Delaware limited partnership ("SSFQP") Special Situations Private Equity Fund, L.P., a Delaware limited partnership ("SSPE"), Special Situations Technology Fund, L.P., a Delaware limited partnership ("TECH") and Special Situations Technology Fund II, L.P., a Delaware limited partnership ("TECH II"), (CAYMAN, SSFQP, SSPE, TECH and TECH II, will hereafter be referred to as the “Funds”). As the investment adviser to the Funds, AWM holds sole voting and investment power over 640,000 shares of Common Stock of the Issuer (the “Shares”) held by CAYMAN, 1,920,000 shares held by SSFQP,
|
(4)
|
Based on information provided to the Company in March 2017. Includes 4,308,557 shares held by ADD One LP, or ADD;. Pursuant to the constitutional documents of ADD , ADD Management Limited, or AML, has sole voting and investment power over the shares held by ADD . AML is the managing general partner of ADD One General Partner LP which in turn is the managing general partner of ADD . The board of directors of AML consists of Barry McClay, James Martin and Ipes Director (Guernsey) Limited, who share such voting and investment power. Each of Barry McClay, James Martin and Ipes Director (Guernsey) Limited disclaims beneficial ownership except to the extent of his or its pecuniary interest therein. The address of AML is 1 Royal Plaza, Royal Avenue, St. Peter Port, Guernsey, GY1 2HL.
|
(5)
|
Includes 1,041,458 shares subject to options that are exercisable within 60 days of March 24, 2017.
|
(6)
|
Includes 377,373 shares subject to options that are exercisable within 60 days of March 24, 2017.
|
(7)
|
Includes 120,000 shares held by Mr. Debray as custodian for his sons. Includes 278,250 shares subject to options that are exercisable within 60 days of March 24, 2017.
|
(8)
|
Includes 20,000 shares subject to warrants that are exercisable within 60 days of March 24, 2017.
|
(9)
|
Includes 47,000 shares subject to warrants that are exercisable within 60 days of March 24, 2017.
|
(10)
|
Includes 47,000 shares subject to warrants that are exercisable within 60 days of March 24, 2017.
|
(11)
|
Includes 47,000 shares subject to warrants that are exercisable within 60 days of March 24, 2017.
|
(12)
|
Includes 47,000 shares subject to warrants that are exercisable within 60 days of March 24, 2017.
|
(13)
|
Includes 1,926,748 shares subject to options and warrants that are exercisable within 60 days of March 24, 2017.
|
B.
|
Related Party Transactions
|
C.
|
Interests of Experts and Counsel
|
A.
|
Consolidated Statements and Other Financial Information
|
B.
|
Significant Changes
|
A.
|
Listing Details
|
|
|
High
|
|
Low
|
||||
Year ending December 31, 2013:
|
|
$
|
1.74
|
|
|
$
|
1.80
|
|
Year ending December 31, 2014:
|
|
$
|
3.40
|
|
|
$
|
1.18
|
|
Year ending December 31, 2015:
|
|
|
|
|
||||
First Quarter
|
|
$
|
2.00
|
|
|
$
|
1.01
|
|
Second Quarter
|
|
$
|
2.32
|
|
|
$
|
1.56
|
|
Third Quarter
|
|
$
|
1.77
|
|
|
$
|
0.66
|
|
Fourth Quarter
|
|
$
|
2.17
|
|
|
$
|
1.00
|
|
Year ending December 31, 2016:
|
|
|
|
|
||||
First Quarter
|
|
$
|
3.00
|
|
|
$
|
1.53
|
|
Second Quarter
|
|
$
|
2.75
|
|
|
$
|
1.75
|
|
Third Quarter
|
|
$
|
2.47
|
|
|
$
|
1.61
|
|
Fourth Quarter
|
|
$
|
2.09
|
|
|
$
|
1.65
|
|
Last Six Months
|
|
|
|
|
||||
September
|
|
$
|
2.32
|
|
|
$
|
1.61
|
|
October
|
|
$
|
2.05
|
|
|
$
|
1.67
|
|
November
|
|
$
|
2.09
|
|
|
$
|
1.83
|
|
December
|
|
$
|
2.09
|
|
|
$
|
1.65
|
|
January
|
|
$
|
2.60
|
|
|
$
|
1.87
|
|
February
|
|
$
|
3.02
|
|
|
$
|
2.25
|
|
B.
|
Plan of Distribution
|
C.
|
Markets
|
D.
|
Selling Shareholders
|
E.
|
Dilution
|
F.
|
Expenses of the Issue
|
A.
|
Share Capital
|
B.
|
Memorandum and Articles of Association
|
C.
|
Material Contracts
|
D.
|
Exchange Controls
|
E.
|
Taxation
|
•
|
financial institutions or insurance companies;
|
•
|
real estate investment trusts, regulated investment companies or grantor trusts;
|
•
|
dealers or traders in securities or currencies;
|
•
|
tax-exempt entities;
|
•
|
certain former citizens or former long-term residents of the United States;
|
•
|
persons that received the ADSs as compensation for the performance of services;
|
•
|
persons that will hold the ADSs as part of a “hedging” or “conversion” transaction or as a position in a “straddle” for United States federal income tax purposes;
|
•
|
holders that will hold the ADSs through a partnership or other pass-through entity;
|
•
|
U.S. Holders, as defined below, whose “functional currency” is not the United States dollar; or
|
•
|
holders that own, directly, indirectly or through attribution, 10.0% or more of the voting power or value, of our shares.
|
•
|
a citizen or resident of the United States;
|
•
|
a corporation, or other entity treated as a corporation for United States federal income tax purposes, created or organized in or under the laws of the United States or any state thereof, including the District of Columbia;
|
•
|
an estate the income of which is subject to United States federal income taxation regardless of its source; or
|
•
|
a trust if such trust has validly elected to be treated as a United States person for United States federal income tax purposes or if (1) a court within the United States is able to exercise primary supervision over its administration and (2) one or more United States persons have the authority to control all of the substantial decisions of such trust.
|
•
|
such gain is effectively connected with your conduct of a trade or business in the United States (and, if required by an applicable income tax treaty, is attributable to a permanent establishment or fixed base); or
|
•
|
you are an individual and have been present in the United States for 183 days or more in the taxable year of such sale or exchange and certain other conditions are met.
|
•
|
at least 75% of its gross income is “passive income”; or
|
•
|
at least 50% of the average value of its gross assets is attributable to assets that produce “passive income” or are held for the production of passive income.
|
•
|
the U.S. Holder owns, directly, indirectly or constructively, less than 10% of the Company capital and dividend rights;
|
•
|
the U.S. Holder is entitled to the benefits of the U.S. Treaty (including under the “limitations on benefits” article of the U.S. Treaty);
|
•
|
the U.S. Holder does not hold the ADSs through a permanent or a fixed base in France;
|
•
|
the U.S. Holder is not multi-resident;
|
•
|
the U.S. Holder does not hold the ADSs through a non-U.S. based pass-through entity; and
|
•
|
the U.S. Holder does not receive dividend, capital gains or other payments on the ADSs on an account located in a Non-cooperative State as defined in Article 238-0 A of the French General Tax Code and as mentioned in a list published by the French tax authorities as amended from time to time (on January 1
st
of each year).
|
F.
|
Dividends and Paying Agents
|
G.
|
Statement by Experts
|
H.
|
Documents on Display
|
I.
|
Subsidiary Information
|
A.
|
Debt Securities
|
B
.
|
Warrants and Rights
|
C.
|
Other Securities
|
D.
|
American Depositary Shares
|
|
|
|
Persons depositing or withdrawing ordinary shares or ADS holders must pay:
|
|
For:
|
|
|
|
$5.00 (or less) per 100 ADSs (or portion of 100 ADSs)
|
|
• Issue of ADSs, including issues resulting from a distribution of ordinary shares or rights or other property
• Cancellation of ADSs for the purpose of withdrawal, including if the deposit agreement terminates
|
|
|
|
$0.05 (or less) per ADS
|
|
• Any cash distribution to ADS holders
|
|
|
|
A fee equivalent to the fee that would be payable if securities distributed to you had been ordinary shares and the shares had been deposited for issue of ADSs
|
|
• Distribution of securities distributed to holders of deposited securities which are distributed by the depositary to ADS holders
|
|
|
|
$0.05 (or less) per ADSs per calendar year
|
|
• Depositary services
|
|
|
|
Registration or transfer fees
|
|
• Transfer and registration of ordinary shares on our share register to or from the name of the depositary or its agent when you deposit or withdraw shares
|
|
|
|
Expenses of the depositary
|
|
• Cable, telex and facsimile transmissions (when expressly provided in the deposit agreement)
• converting foreign currency to U.S. dollars
|
|
|
|
Taxes and other governmental charges the depositary or the custodian have to pay on any ADS or share underlying an ADS, for example, stock transfer taxes, stamp duty or withholding taxes
|
|
• As necessary
|
|
|
|
Any charges incurred by the depositary or its agents for servicing the deposited securities
|
|
• As necessary
|
•
|
Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company;
|
•
|
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and
|
•
|
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use of disposition of the company’s assets that could have a material effect on the financial statements.
|
|
|
2015
|
|
2016
|
||||
|
|
(euros in thousands)
|
||||||
Audit Fees
|
|
$
|
378
|
|
|
$
|
575
|
|
Audit-Related Fees
|
|
—
|
|
|
|
|||
Tax Fees
|
|
—
|
|
|
—
|
|
||
All Other Fees
|
|
—
|
|
|
—
|
|
||
Total
|
|
$
|
378
|
|
|
$
|
575
|
|
•
|
Audit Committee
—Our audit committee is responsible for organizing for selecting our statutory auditors and making a recommendation to our board of directors regarding their chose and terms of compensation. As required by French law, the actual appointment of the statutory auditors is made by our shareholders at a general meeting of the shareholders. According to the Audit Committee Charter, our audit committee has the authority to engage advisors and determine appropriate funding for payment of compensation to an independent auditor or other advisors necessary or appropriate to aid the committee in carrying out its responsibilities.
|
•
|
Executive Sessions/Communications with Independent Directors
—French law does not require (and we do not currently provide) for our independent directors to meet regularly without management, nor does it require the independent directors to meet alone in executive session at least once a year. However, if our independent directors decide to do so, they may do so. In addition, French law does not require (and we do not currently provide) a method for interested parties to communication with our independent directors.
|
•
|
Equity Compensation Plans
—Under French law, we must obtain shareholder approval at a general meeting of the shareholders in order to adopt an equity compensation plan. Generally, the shareholders then delegate to our board of directors the authority to decide on the specific terms of the granting of equity compensation, within the limits of the shareholders’ authorization.
|
•
|
Corporate Governance Guidelines
—We have adopted a Board Internal Charter as required by French law that sets forth certain corporate governance practices of our board under French law. This Board Internal Charter does not cover all items required by the NYSE Listed Company Manual for U.S. companies listed on the NYSE.
|
Exhibit
Number
|
Description of Exhibit
|
1.1*
|
By-laws (
statuts
) of Sequans Communications S.A. (English translation)
|
2.1
|
Shareholders’ Agreement, by and between Sequans Communications S.A. and certain shareholders signatory thereto, dated January 31, 2008 (incorporated by reference to Exhibit 4.1 to Sequans Communications S.A.’s Registration Statement on Form F-1, as amended (Registration No. 333-173001) (“Registration No. 333-173001”))
|
2.2
|
Form of Deposit Agreement among Sequans Communications S.A., The Bank of New York Mellon and owners and holders of American Depositary Shares (incorporated by reference to Exhibit 4.2 to Registration No. 333-173001)
|
2.3
|
Form of American Depositary Receipt (included in Exhibit 2.2)
|
4.1(a)
|
Stock Option Subscription Plans—2006-1, 2006-2, 2006-3, 2006-4, 2008-1, 2009-1, 2009-2, 2010-1, 2010-2, 2010-1-2, 2011-1, 2011-2 (incorporated by reference to Exhibit 10.1 to Registration No. 333-173001)
|
4.1(b)
|
Stock Option Subscription Plan—2012-1 (incorporated by reference to Exhibit 4.1(b) to Sequans Communications S.A.’s Annual Report on Form 20-F for the fiscal year ended December 31, 2012, filed with the SEC on March 29, 2013)
|
4.1(c)
|
Stock Option Subscription Plan—2013-1 (incorporated by reference to Exhibit 4.1(c) to Sequans Communications S.A.’s Annual Report on Form 20-F for the fiscal year ended December 31, 2013, filed with the SEC on March 31, 2014)
|
4.1(d)
|
Stock Option Subscription Plan—2014-1 (incorporated by reference to Exhibit 4.1(d) to Sequans Communications S.A.’s Annual Report on Form 20-F for the fiscal year ended December 31, 2014, filed with the SEC on April 21, 2015)
|
4.1(e)
|
Stock Option Subscription Plan—2015-1 (incorporated by reference to Exhibit 4.1(e) to Sequans Communications S.A.’s Annual Report on Form 20-F for the fiscal year ended December 31, 2015, filed with the SEC on April 29, 2016)
|
4.1(f)
|
Stock Option Subscription Plan—2016-1 (incorporated by reference to Exhibit 99.1 to Registration No. 333-214444)
|
4.2(a)
|
BSA Subscription Plans—2006-1, 2006-2, 2006-3, 2007-1, 2007-2, 2008-1, 2008-2, 2009-1, 2009-2, 2010-1, 2010-2, 2010-1-2, 2010-2-2, 2011-1, 2011-2 (incorporated by reference to Exhibit 10.2 to Registration No. 333-173001)
|
4.2(b)
|
BSA Subscription Plan—2012-2 (incorporated by reference to Exhibit 4.2(b) to Sequans Communications S.A.’s Annual Report on Form 20-F for the fiscal year ended December 31, 2012, filed with the SEC on March 29, 2013)
|
4.2(c)
|
BSA 2013-1 (Warrants) Issuance Agreement (incorporated by reference to Exhibit 4.2(c) to Sequans Communications S.A.’s Annual Report on Form 20-F for the fiscal year ended December 31, 2013, filed with the SEC on March 31, 2014)
|
4.2(d)
|
BSA Subscription Plan—2014-1 (incorporated by reference to Exhibit 4.2(d) to Sequans Communications S.A.’s Annual Report on Form 20-F for the fiscal year ended December 31, 2014, filed with the SEC on April 21, 2015)
|
4.3
|
BSA (Warrants) Issuance Agreement, dated January 11
th
, 2011 (incorporated by reference to Exhibit 4.4 to Sequans Communications S.A.’s Annual Report on Form 20-F for the fiscal year ended December 31, 2011, filed with the SEC on March 30, 2012)
|
4.4
|
BSA (Warrants) Issuance Agreement, dated January 11
th
, 2011 (incorporated by reference to Exhibit 4.5 to Sequans Communications S.A.’s Annual Report on Form 20-F for the fiscal year ended December 31, 2011, filed with the SEC on March 30, 2012)
|
4.5
|
BSA (Warrants) Issuance Agreement, dated March 8
th
, 2011 (incorporated by reference to Exhibit 4.5 to Sequans Communications S.A.’s Annual Report on Form 20-F for the fiscal year ended December 31, 2011, filed with the SEC on March 30, 2012)
|
Exhibit
Number
|
Description of Exhibit
|
4.6
|
BSA (Warrants) Issuance Agreement, dated June 26, 2012 (6,000 BSA) (incorporated by reference to Exhibit 4.6 to Sequans Communications S.A.’s Annual Report on Form 20-F for the fiscal year ended December 31, 2012, filed with the SEC on March 29, 2013)
|
4.7
|
BSA (Warrants) Issuance Agreement, dated June 26, 2012 (25,000 BSA) (incorporated by reference to Exhibit 4.7 to Sequans Communications S.A.’s Annual Report on Form 20-F for the fiscal year ended December 31, 2012, filed with the SEC on March 29, 2013)
|
4.8
|
BSA (Warrants) Issuance Agreement, dated June 25, 2013 (incorporated by reference to Exhibit 4.8 to Sequans Communications S.A.’s Annual Report on Form 20-F for the fiscal year ended December 31, 2013, filed with the SEC on March 31, 2014)
|
4.9
|
Investment Agreement, by and between Sequans Communications S.A. and certain investors signatory thereto, dated July 1, 2010 (incorporated by reference to Exhibit 10.5 to Registration No. 333-173001)
|
4.10
|
Form of Letter Agreement by and between Sequans Communications S.A. and Board Nominee (incorporated by reference to Exhibit 10.7 to Registration No. 333-173001)
|
4.11
|
BSA (Warrants) Issuance Agreement, dated June 26, 2014 (incorporated by reference to Exhibit 4.12 to Sequans Communications S.A.’s Annual Report on Form 20-F for the fiscal year ended December 31, 2014, filed with the SEC on April 21, 2015)
|
4.12
|
Consulting Agreement with Alok Sharma, member of the board of directors, dated December 10, 2014 (incorporated by reference to Exhibit 4.13 to Sequans Communications S.A.’s Annual Report on Form 20-F for the fiscal year ended December 31, 2014, filed with the SEC on April 21, 2015)
|
4.13
|
Convertible Note Agreement by and between Sequans Communications S.A. and Nokomis Capital Master Fund, LP, dated April 14, 2015 (incorporated by reference to Exhibit 4.1 to Sequans Communications S.A.’s Report on Form 6-K filed with the SEC on April 15, 2015)
|
4.14
|
Convertible Promissory Note issued by Sequans Communications S.A. to Nokomis Capital Master Fund, LP on April 14, 2015 (incorporated by reference to Exhibit 4.2 to Sequans Communications S.A.’s Report on Form 6-K filed with the SEC on April 15, 2015)
|
4.15
|
Loan Agreement by and between Bpifrance Financement and Sequans Communications S.A., dated September 14, 2015 (English translation) (incorporated by reference to Exhibit 4.15 to Sequans Communications S.A.'s Annual Report on Form 20-F for the fiscal year ended December 31, 2015, filed with the SEC on April 29, 2016)
|
4.16
|
Interest-Free Innovation Loan Agreement by and between Bpifrance Financement and Sequans Communications S.A., dated August 17, 2015 (English translation) (incorporated by reference to Exhibit 4.16 to Sequans Communications S.A.'s Annual Report on Form 20-F for the fiscal year ended December 31, 2015, filed with the SEC on April 29, 2016)
|
4.17
|
BSA (Warrants) Issuance Agreement, dated June 29, 2015 (incorporated by reference to Exhibit 4.17 to Sequans Communications S.A.'s Annual Report on Form 20-F for the fiscal year ended December 31, 2015, filed with the SEC on April 29, 2016)
|
4.18
|
Convertible Note Agreement by and between Sequans Communications S.A. and the purchasers signatory thereto, dated April 27, 2016 (including the Form of Convertible Promissory Note attached thereto as Exhibit B) (incorporated by reference to Exhibit 4.18 to Sequans Communications S.A.'s Annual Report on Form 20-F for the fiscal year ended December 31, 2015, filed with the SEC on April 29, 2016)
|
4.19
|
Restricted Share Award Plan 2016-1 (incorporated by reference to Exhibit 99.2 to Registration No. 333-214444)
|
4.20
|
BSA (Warrants) Subscription Plan 2016-1 (incorporated by reference to Exhibit 99.3 to Registration No. 333-214444)
|
4.21
|
BSA (Warrants) Subscription Plan 2016-2 (incorporated by reference to Exhibit 99.4 to Registration No. 333-214444)
|
4.22
|
BSA (Warrants) Issuance Agreement, dated June 28, 2016 (incorporated by reference to Exhibit 99.5 to Registration No. 333-214444)
|
4.23
|
Restricted Share Award Plan 2016-2 (incorporated by reference to Exhibit 99.1 to Registration No. 333-215911)
|
8.1*
|
List of Subsidiaries
|
12.1*
|
Certificate of Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to §302 of the Sarbanes-Oxley Act of 2002
|
Exhibit
Number
|
Description of Exhibit
|
12.2*
|
Certificate of Chief Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to §302 of the Sarbanes-Oxley Act of 2002
|
13.1*
|
Certificate of Chief Executive Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002
|
13.2*
|
Certificate of Chief Financial Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002
|
15.1*
|
Consent of Ernst & Young Audit, independent registered public accounting firm
|
*
|
Filed herewith.
|
|
|
Sequans Communications S.A.
|
|
|
|
By:
|
/s/ Dr. Georges Karam
|
|
Name: Dr. Georges Karam
|
|
Title: Chief Executive Officer and Chairman
|
|
|
|
Year ended December 31,
|
|||||||||||
|
Note
|
|
2014
|
|
2015
|
|
2016
|
|||||||
|
|
|
(in thousands, except share and per share amounts)
|
|||||||||||
Revenue:
|
|
|
|
|
|
|
|
|||||||
Product revenue
|
|
|
$
|
19,836
|
|
|
$
|
24,669
|
|
|
$
|
34,581
|
|
|
Other revenue
|
|
|
2,766
|
|
|
7,863
|
|
|
10,998
|
|
||||
Total revenue
|
3
|
|
|
22,602
|
|
|
32,532
|
|
|
45,579
|
|
|||
Cost of revenue:
|
|
|
|
|
|
|
|
|||||||
Cost of product revenue
|
|
|
15,435
|
|
|
17,970
|
|
|
22,574
|
|
||||
Cost of other revenue
|
|
|
346
|
|
|
1,481
|
|
|
3,022
|
|
||||
Total cost of revenue
|
4.2
|
|
|
15,781
|
|
|
19,451
|
|
|
25,596
|
|
|||
Gross profit
|
|
|
6,821
|
|
|
13,081
|
|
|
19,983
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
|||||||
Research and development
|
4.4
|
|
|
28,634
|
|
|
25,305
|
|
|
26,334
|
|
|||
Sales and marketing
|
|
|
5,278
|
|
|
5,985
|
|
|
7,126
|
|
||||
General and administrative
|
|
|
6,969
|
|
|
5,428
|
|
|
6,267
|
|
||||
Total operating expenses
|
4.2
|
|
|
40,881
|
|
|
36,718
|
|
|
39,727
|
|
|||
Operating income (loss)
|
|
|
(34,060
|
)
|
|
(23,637
|
)
|
|
(19,744
|
)
|
||||
Financial income (expense):
|
|
|
|
|
|
|
|
|||||||
Interest expense
|
4.1
|
|
|
(145
|
)
|
|
(1,542
|
)
|
|
(3,734
|
)
|
|||
Interest income
|
4.1
|
|
|
125
|
|
|
26
|
|
|
48
|
|
|||
Other financial expense
|
4.1
|
|
|
—
|
|
|
(145
|
)
|
|
(83
|
)
|
|||
Change in the fair value of convertible debt embedded derivative
|
4.1
|
|
|
—
|
|
|
(2,036
|
)
|
|
(1,583
|
)
|
|||
Foreign exchange gain (loss), net
|
4.1
|
|
|
118
|
|
|
249
|
|
|
593
|
|
|||
Profit (Loss) before income taxes
|
|
|
(33,962
|
)
|
|
(27,085
|
)
|
|
(24,503
|
)
|
||||
Income tax expense (benefit)
|
5
|
|
|
162
|
|
|
317
|
|
|
284
|
|
|||
Profit (Loss)
|
|
|
$
|
(34,124
|
)
|
|
$
|
(27,402
|
)
|
|
$
|
(24,787
|
)
|
|
Attributable to:
|
|
|
|
|
|
|
|
|||||||
Shareholders of the parent
|
|
|
(34,124
|
)
|
|
(27,402
|
)
|
|
(24,787
|
)
|
||||
Non-controlling interests
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Basic earnings (loss) per share
|
6
|
|
|
$
|
(0.58
|
)
|
|
$
|
(0.46
|
)
|
|
$
|
(0.39
|
)
|
Diluted earnings (loss) per share
|
6
|
|
|
$
|
(0.58
|
)
|
|
$
|
(0.46
|
)
|
|
$
|
(0.39
|
)
|
Weighted average number of shares used for computing:
|
|
|
|
|
|
|
|
|||||||
Basic
|
|
|
59,141,716
|
|
|
59,144,905
|
|
|
63,805,442
|
|
||||
Diluted
|
|
|
59,141,716
|
|
|
59,144,905
|
|
|
63,805,442
|
|
|
Year ended December 31,
|
||||||||||
|
2014
|
|
2015
|
|
2016
|
||||||
|
(in thousands)
|
||||||||||
Profit (Loss) for the year
|
$
|
(34,124
|
)
|
|
$
|
(27,402
|
)
|
|
$
|
(24,787
|
)
|
Other comprehensive income (loss)
|
|
|
|
|
|
||||||
Other comprehensive income to be reclassified to profit or loss in subsequent years :
|
|
|
|
|
|
||||||
Net gain (loss) on cash flow hedge
|
(114
|
)
|
|
78
|
|
|
(91
|
)
|
|||
Exchange differences on translation of foreign operations
|
(150
|
)
|
|
(150
|
)
|
|
(375
|
)
|
|||
Net other comprehensive income to be reclassified to profit or loss in subsequent years
|
(264
|
)
|
|
(72
|
)
|
|
(466
|
)
|
|||
Other comprehensive income not to be reclassified to profit or loss in subsequent years :
|
|
|
|
|
|
||||||
Re-measurement gains (losses) on defined benefit plans
|
(425
|
)
|
|
215
|
|
|
120
|
|
|||
Net other comprehensive income not to be reclassified to profit or loss in subsequent years
|
(425
|
)
|
|
215
|
|
|
120
|
|
|||
Total other comprehensive income (loss)
|
(689
|
)
|
|
143
|
|
|
(346
|
)
|
|||
Total comprehensive income (loss)
|
$
|
(34,813
|
)
|
|
$
|
(27,259
|
)
|
|
$
|
(25,133
|
)
|
Attributable to:
|
|
|
|
|
|
||||||
Shareholders of the parent
|
(34,813
|
)
|
|
(27,259
|
)
|
|
(25,133
|
)
|
|||
Non-controlling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
|
At December 31,
|
|||||||||||
|
Note
|
2014
|
|
2015
|
|
2016
|
|||||||
|
(in thousands)
|
||||||||||||
ASSETS
|
|
|
|
|
|
|
|||||||
Non-current assets:
|
|
|
|
|
|
|
|||||||
Property, plant and equipment
|
7
|
|
$
|
8,743
|
|
|
$
|
7,116
|
|
|
$
|
6,659
|
|
Intangible assets
|
8
|
|
3,440
|
|
|
5,255
|
|
|
7,707
|
|
|||
Deposits and other receivables
|
19
|
|
320
|
|
|
345
|
|
|
332
|
|
|||
Available for sale financial assets
|
19
|
|
597
|
|
|
321
|
|
|
310
|
|
|||
Total non-current assets
|
|
13,100
|
|
|
13,037
|
|
|
15,008
|
|
||||
Current assets:
|
|
|
|
|
|
|
|||||||
Inventories
|
9
|
|
9,199
|
|
|
4,065
|
|
|
8,693
|
|
|||
Trade receivables
|
10
|
|
7,749
|
|
|
16,497
|
|
|
15,285
|
|
|||
Prepaid expenses and other receivables
|
|
2,988
|
|
|
3,170
|
|
|
3,172
|
|
||||
Recoverable value added tax
|
|
447
|
|
|
541
|
|
|
470
|
|
||||
Research tax credit receivable
|
4.4
|
|
3,443
|
|
|
2,865
|
|
|
1,902
|
|
|||
Deposit
|
|
160
|
|
|
393
|
|
|
345
|
|
||||
Cash and cash equivalents
|
11
|
|
12,329
|
|
|
8,288
|
|
|
20,202
|
|
|||
Total current assets
|
|
36,315
|
|
|
35,819
|
|
|
50,069
|
|
||||
Total assets
|
|
$
|
49,415
|
|
|
$
|
48,856
|
|
|
$
|
65,077
|
|
|
EQUITY AND LIABILITIES
|
|
|
|
|
|
|
|||||||
Equity:
|
|
|
|
|
|
|
|||||||
Issued capital, euro 0.02 nominal value, 75,030,078 shares authorized, issued and outstanding at December 31, 2016 (59,166,741 and 59,144,741 at December 31, 2015 and 2014, respectively)
|
12
|
|
$
|
1,568
|
|
|
$
|
1,568
|
|
|
$
|
1,923
|
|
Share premium
|
12
|
|
165,507
|
|
|
165,536
|
|
|
189,029
|
|
|||
Other capital reserves
|
13
|
|
15,997
|
|
|
16,864
|
|
|
28,257
|
|
|||
Accumulated deficit
|
|
(157,363
|
)
|
|
(184,766
|
)
|
|
(209,553
|
)
|
||||
Other components of equity
|
|
(594
|
)
|
|
(450
|
)
|
|
(796
|
)
|
||||
Total equity (deficit)
|
|
25,115
|
|
|
(1,248
|
)
|
|
8,860
|
|
||||
Non-current liabilities:
|
|
|
|
|
|
|
|||||||
Government grant advances and loans
|
15
|
|
4,013
|
|
|
5,385
|
|
|
5,144
|
|
|||
Finance lease obligations
|
14
|
|
9
|
|
|
—
|
|
|
—
|
|
|||
Convertible debt and accrued interest
|
14
|
|
—
|
|
|
8,984
|
|
|
16,338
|
|
|||
Provisions
|
16
|
|
1,228
|
|
|
1,396
|
|
|
1,306
|
|
|||
Other liabilities
|
17
|
|
2
|
|
|
3,267
|
|
|
22
|
|
|||
Deferred revenue
|
17
|
|
—
|
|
|
1,940
|
|
|
1,940
|
|
|||
Total non-current liabilities
|
|
5,252
|
|
|
20,972
|
|
|
24,750
|
|
||||
Current liabilities:
|
|
|
|
|
|
|
|||||||
Trade payables
|
18
|
|
11,231
|
|
|
9,498
|
|
|
18,358
|
|
|||
Interest-bearing financing of receivables
|
14
|
|
2,133
|
|
|
6,472
|
|
|
7,712
|
|
|||
Government grant advances and loans
|
15
|
|
603
|
|
|
916
|
|
|
601
|
|
|||
Convertible debt embedded derivative
|
14
|
|
—
|
|
|
6,091
|
|
|
—
|
|
|||
Finance lease obligations
|
14
|
|
202
|
|
|
12
|
|
|
—
|
|
|||
Other current liabilities
|
18
|
|
4,017
|
|
|
4,604
|
|
|
4,415
|
|
|||
Deferred revenue
|
18
|
|
314
|
|
|
1,222
|
|
|
335
|
|
|||
Provisions
|
16
|
|
548
|
|
|
317
|
|
|
46
|
|
|||
Total current liabilities
|
|
19,048
|
|
|
29,132
|
|
|
31,467
|
|
||||
Total equity and liabilities
|
|
$
|
49,415
|
|
|
$
|
48,856
|
|
|
$
|
65,077
|
|
|
Attributable to the shareholders of the parent
|
|||||||||||||||||||||||||||||
|
Ordinary shares
|
|
Share
premium
|
|
Other
capital
reserves
|
|
Accumulated
deficit
|
|
Cumulative
translation
adjustments
|
|
Accumulated other comprehensive income (loss)
|
|
Total
equity
(deficit)
|
|||||||||||||||||
|
Shares
|
|
Amount
|
|
||||||||||||||||||||||||||
|
(Note 12)
|
|
(Note 12)
|
|
(Note 12)
|
|
(Note 13)
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
(in thousands, except share and per share amounts)
|
|||||||||||||||||||||||||||||
At January 1, 2014
|
59,129,639
|
|
|
$
|
1,567
|
|
|
$
|
165,785
|
|
|
$
|
14,721
|
|
|
$
|
(123,239
|
)
|
|
$
|
148
|
|
|
$
|
(53
|
)
|
|
$
|
58,929
|
|
Loss for the year
|
|
|
|
|
|
|
|
|
(34,124
|
)
|
|
|
|
|
|
(34,124
|
)
|
|||||||||||||
Re-measurement gains (losses) on defined benefit plans
|
|
|
|
|
|
|
|
|
|
|
|
|
(425
|
)
|
|
(425
|
)
|
|||||||||||||
Foreign currency translation
|
|
|
|
|
|
|
|
|
|
|
(150
|
)
|
|
|
|
(150
|
)
|
|||||||||||||
Net loss on cash flow hedge
|
|
|
|
|
|
|
|
|
|
|
|
|
(114
|
)
|
|
(114
|
)
|
|||||||||||||
Total comprehensive income (loss)
|
|
|
|
|
|
|
|
|
(34,124
|
)
|
|
(150
|
)
|
|
(539
|
)
|
|
(34,813
|
)
|
|||||||||||
Issue of shares in connection with the exercise of options and warrants
|
15,102
|
|
|
1
|
|
|
22
|
|
|
|
|
|
|
|
|
|
|
23
|
|
|||||||||||
Transaction costs
|
|
|
|
|
(300
|
)
|
|
|
|
|
|
|
|
|
|
(300
|
)
|
|||||||||||||
Share-based payment
|
|
|
|
|
|
|
1,276
|
|
|
|
|
|
|
|
|
1,276
|
|
|||||||||||||
At December 31, 2014
|
59,144,741
|
|
|
$
|
1,568
|
|
|
$
|
165,507
|
|
|
$
|
15,997
|
|
|
$
|
(157,363
|
)
|
|
$
|
(2
|
)
|
|
$
|
(592
|
)
|
|
$
|
25,115
|
|
Loss for the year
|
|
|
|
|
|
|
|
|
(27,402
|
)
|
|
|
|
|
|
(27,402
|
)
|
|||||||||||||
Re-measurement gains (losses) on defined benefit plans
|
|
|
|
|
|
|
|
|
|
|
|
|
215
|
|
|
215
|
|
|||||||||||||
Foreign currency translation
|
|
|
|
|
|
|
|
|
|
|
(150
|
)
|
|
|
|
(150
|
)
|
|||||||||||||
Net gain on cash flow hedge
|
|
|
|
|
|
|
|
|
|
|
|
|
78
|
|
|
78
|
|
|||||||||||||
Total comprehensive income (loss)
|
|
|
|
|
|
|
|
|
(27,402
|
)
|
|
(150
|
)
|
|
293
|
|
|
(27,259
|
)
|
|||||||||||
Issue of shares in connection with the exercise of options and warrants
|
22,000
|
|
|
|
|
|
29
|
|
|
|
|
|
|
|
|
|
|
29
|
|
|||||||||||
Share-based payment
|
|
|
|
|
|
|
867
|
|
|
|
|
|
|
|
|
867
|
|
|||||||||||||
At December 31, 2015
|
59,166,741
|
|
|
$
|
1,568
|
|
|
$
|
165,536
|
|
|
$
|
16,864
|
|
|
$
|
(184,765
|
)
|
|
$
|
(152
|
)
|
|
$
|
(299
|
)
|
|
$
|
(1,248
|
)
|
Loss for the year
|
|
|
|
|
|
|
|
|
(24,787
|
)
|
|
|
|
|
|
(24,787
|
)
|
|||||||||||||
Re-measurement gains (losses) on defined benefit plans
|
|
|
|
|
|
|
|
|
|
|
|
|
120
|
|
|
120
|
|
|||||||||||||
Foreign currency translation
|
|
|
|
|
|
|
|
|
|
|
(375
|
)
|
|
|
|
(375
|
)
|
|||||||||||||
Net loss on cash flow hedge
|
|
|
|
|
|
|
|
|
|
|
|
|
(91
|
)
|
|
(91
|
)
|
|||||||||||||
Total comprehensive income (loss)
|
|
|
|
|
|
|
|
|
(24,787
|
)
|
|
(375
|
)
|
|
29
|
|
|
(25,133
|
)
|
|||||||||||
Issue of shares in connection with the exercise of options and warrants
|
187,901
|
|
|
4
|
|
|
275
|
|
|
|
|
|
|
|
|
|
|
279
|
|
|||||||||||
Issue of shares in connection with the public offering of September 2016 (Note 12)
|
15,675,436
|
|
|
351
|
|
|
25,514
|
|
|
|
|
|
|
|
|
|
|
25,865
|
|
|||||||||||
Transaction costs
|
|
|
|
|
(2,296
|
)
|
|
|
|
|
|
|
|
|
|
(2,296
|
)
|
|||||||||||||
Reclassification of embedded derivative of convertible debts
|
|
|
|
|
|
|
10,271
|
|
|
|
|
|
|
|
|
10,271
|
|
|||||||||||||
Share-based payment
|
|
|
|
|
|
|
1,122
|
|
|
|
|
|
|
|
|
1,122
|
|
|||||||||||||
At December 31, 2016
|
75,030,078
|
|
|
$
|
1,923
|
|
|
$
|
189,029
|
|
|
$
|
28,257
|
|
|
$
|
(209,552
|
)
|
|
$
|
(527
|
)
|
|
$
|
(270
|
)
|
|
$
|
8,860
|
|
|
|
|
Year ended December 31,
|
|||||||||
|
Note
|
|
2014
|
2015
|
2016
|
|||||||
|
|
|
(in thousands)
|
|||||||||
Operating activities:
|
|
|
|
|
|
|||||||
Profit (Loss) before income taxes
|
|
|
$
|
(33,962
|
)
|
$
|
(27,085
|
)
|
$
|
(24,503
|
)
|
|
Non-cash adjustment to reconcile income (loss) before tax to net cash used in operating activities:
|
|
|
|
|
|
|||||||
Amortization and impairment of property, plant and equipment
|
7
|
|
|
3,510
|
|
3,408
|
|
3,080
|
|
|||
Amortization and impairment of intangible assets
|
8
|
|
|
1,790
|
|
1,867
|
|
2,215
|
|
|||
Share-based payment expense
|
4.3
|
|
|
1,276
|
|
867
|
|
1,122
|
|
|||
Increase (Decrease) in provisions
|
|
|
308
|
|
152
|
|
(240
|
)
|
||||
Financial expense
|
|
|
20
|
|
1,516
|
|
3,686
|
|
||||
Change in fair value of convertible debt embedded derivative
|
14.1
|
|
|
—
|
|
2,036
|
|
1,583
|
|
|||
Other financial expenses
|
|
|
—
|
|
145
|
|
83
|
|
||||
Foreign exchange loss (gain)
|
|
|
(15
|
)
|
(340
|
)
|
(18
|
)
|
||||
Loss on disposal of property, plant and equipment
|
|
|
34
|
|
5
|
|
2
|
|
||||
Working capital adjustments:
|
|
|
|
|
|
|||||||
Decrease (Increase) in trade receivables and other receivables
|
|
|
(1,619
|
)
|
(9,091
|
)
|
705
|
|
||||
Decrease (Increase) in inventories
|
|
|
(2,617
|
)
|
5,134
|
|
(4,628
|
)
|
||||
Decrease in research tax credit receivable
|
|
|
4,563
|
|
578
|
|
963
|
|
||||
Increase in trade payables and other liabilities
|
|
|
3,424
|
|
2,041
|
|
2,354
|
|
||||
Increase (Decrease) in deferred revenue
|
|
|
(29
|
)
|
2,848
|
|
(737
|
)
|
||||
Decrease in government grant advances
|
|
|
(816
|
)
|
(170
|
)
|
(1,030
|
)
|
||||
Income tax paid
|
|
|
(273
|
)
|
(312
|
)
|
(226
|
)
|
||||
Net cash flow used in operating activities
|
|
|
$
|
(24,406
|
)
|
$
|
(16,401
|
)
|
$
|
(15,589
|
)
|
|
Investing activities:
|
|
|
|
|
|
|||||||
Purchase of intangible assets and property, plant and equipment
|
7-8
|
|
|
$
|
(6,242
|
)
|
$
|
(5,483
|
)
|
$
|
(5,390
|
)
|
Sale of financial assets
|
|
|
652
|
|
345
|
|
24
|
|
||||
Sale (Purchase) of short-term deposit
|
|
|
(160
|
)
|
(233
|
)
|
48
|
|
||||
Interest received
|
|
|
125
|
|
26
|
|
48
|
|
||||
Net cash flow used in investments activities
|
|
|
$
|
(5,625
|
)
|
$
|
(5,345
|
)
|
$
|
(5,270
|
)
|
|
Financing activities:
|
|
|
|
|
|
|||||||
Public equity offering proceeds, net of transaction costs paid
|
|
|
$
|
(300
|
)
|
$
|
—
|
|
$
|
23,569
|
|
|
Proceeds from issue of warrants and exercise of stock options/warrants, net of transaction costs
|
|
|
23
|
|
29
|
|
279
|
|
||||
Proceeds from interest-bearing receivables financing
|
14.3
|
|
|
2,133
|
|
4,339
|
|
1,240
|
|
|||
Proceeds from interest-bearing research project financing
|
15.2
|
|
|
3,648
|
|
—
|
|
1,021
|
|
|||
Proceeds from government loans, net of transaction cost
|
15.3
|
|
|
—
|
|
2,134
|
|
—
|
|
|||
Proceeds from convertible debt, net of transaction cost
|
14.1
|
|
|
—
|
|
11,572
|
|
6,932
|
|
|||
Repayment of borrowings and finance lease liabilities
|
|
|
(244
|
)
|
(183
|
)
|
(12
|
)
|
||||
Interest paid
|
|
|
(139
|
)
|
(181
|
)
|
(251
|
)
|
||||
Net cash flows from financing activities
|
|
|
$
|
5,121
|
|
$
|
17,710
|
|
$
|
32,778
|
|
|
Net increase (decrease) in cash and cash equivalents
|
|
|
(24,910
|
)
|
(4,036
|
)
|
11,919
|
|
||||
Net foreign exchange difference
|
|
|
(5
|
)
|
(5
|
)
|
(5
|
)
|
||||
Cash and cash equivalent at January 1
|
|
|
37,244
|
|
12,329
|
|
8,288
|
|
||||
Cash and cash equivalents at period end
|
11
|
|
|
$
|
12,329
|
|
$
|
8,288
|
|
$
|
20,202
|
|
Name
|
|
Country of
incorporation
|
|
Year of
incorporation
|
|
%
equity
interest
|
|
Sequans Communications Ltd.
|
|
United Kingdom
|
|
2005
|
|
100
|
|
Sequans Communications Inc.
|
|
United States
|
|
2008
|
|
100
|
|
Sequans Communications Ltd. Pte.
|
|
Singapore
|
|
2008
|
|
100
|
|
Sequans Communications Israel (2009) Ltd.
|
|
Israel
|
|
2010
|
|
100
|
|
•
|
Amendments to IFRS 11: Accounting for acquisition of interests in Joint Operations
|
•
|
Amendments to IAS 16 and IAS 38 - Clarification of acceptable methods of depreciation and amortization
|
•
|
Annual Improvements to IFRS (2012-2014)
|
•
|
IFRS 5 Non-Current Assets Held for Sale and Discontinued Operations
|
•
|
IFRS 7 Financial Instruments : Disclosures
|
•
|
IAS 19 Employee benefits
|
•
|
IAS 34 Interim Financial Reporting
|
•
|
Amendments to IAS 1 - Disclosure initiative
|
•
|
IFRS 12 Disclosure of Interests in Other Entities
|
•
|
IAS 28 Investments in associates and joint ventures
|
|
|
USD/EUR
|
|
USD/GBP
|
|
USD/SGD
|
|
USD/NIS
|
||||
December 31, 2014
|
|
|
|
|
|
|
|
|
||||
Average rate
|
|
1.3288
|
|
|
1.6474
|
|
|
0.7894
|
|
|
0.2800
|
|
Closing rate
|
|
1.2141
|
|
|
1.5587
|
|
|
0.7561
|
|
|
0.2572
|
|
December 31, 2015
|
|
|
|
|
|
|
|
|
||||
Average rate
|
|
1.1096
|
|
|
1.5285
|
|
|
0.7278
|
|
|
0.2573
|
|
Closing rate
|
|
1.0887
|
|
|
1.4834
|
|
|
0.7062
|
|
|
0.2563
|
|
December 31, 2016
|
|
|
|
|
|
|
|
|
||||
Average rate
|
|
1.1066
|
|
|
1.3555
|
|
|
0.7244
|
|
|
0.2605
|
|
Closing rate
|
|
1.0541
|
|
|
1.2312
|
|
|
0.6919
|
|
|
0.2604
|
|
•
|
the technical feasibility of completing the intangible asset so that it will be available for use or sale;
|
•
|
its intention to complete the asset and use or sell it;
|
•
|
its ability to use or sell the asset;
|
•
|
how the asset will generate future economic benefits;
|
•
|
the availability of adequate resources to complete the development and to use or sell the asset; and
|
•
|
the ability to measure reliably the expenditure during development.
|
•
|
interest expense related to financial debt (financial debt consists of finance-lease liabilities, accounts receivable financing, the debt component of convertible debt and government loans, and a supplier payable with extended payment terms);
|
•
|
other expenses paid to financial institutions for financing operations;
|
•
|
foreign exchange gains and losses
|
•
|
changes in fair value of financial assets and liabilities.
|
•
|
where the value added tax incurred on a purchase of assets or services is not recoverable from the tax authorities, in which case the value added tax is recognized as part of the cost of acquisition of the asset or as part of the expense item as applicable; and
|
•
|
receivables and payables that are stated with the amount of value added tax included.
|
Machinery and equipment
|
|
|
|
3 to 5 years
|
Building and leasehold improvements
|
|
|
|
6 years
|
Computer equipment
|
|
|
|
3 years
|
Furniture and office equipment
|
|
|
|
5 years
|
•
|
On the date of issue, the fair value of the embedded derivative is estimated based on a Black-Scholes valuation model. The debt component equals the present value of future contractual cash flows for a similar instrument with the same conditions (maturity, cash flows) excluding any option or any obligation for conversion or redemption in shares.
|
•
|
Subsequently, the debt component is accounted for based on amortized cost, using the effective interest rate calculated at the date of issue and the embedded derivative is accounted as financial liability, with changes in fair value recognized in the statement of income until the date when the conversion rate is fixed. At this date, the fair value of the derivative - if not exercised - is reclassified in equity.
|
•
|
available-for-sale assets: comparable transactions, multiples for comparable transactions, discounted present value of future cash flows;
|
•
|
loans and receivables, financial assets at fair value through profit and loss: net book value is deemed to be approximately equivalent to fair value because of their relatively short holding period;
|
•
|
trade payables: book value generally is deemed to be equivalent to fair value because of their relatively short holding period. Trade payables with extended payment terms are discounted to present value;
|
•
|
convertible debt and embedded derivative: Company’s convertible debt has optional redemption periods/dates occurring before their contractual maturity, as described in Notes
14.1
to the Company’s Consolidated Financial Statements. The holder of the convertible debt has the right to request conversion at any time from their issue. Specifically and as described in Note
14.1
to the Consolidated Financial Statements, the option component of the convertible debt has been recorded as an embedded derivative at fair value in accordance with the provisions of AG 28 of IAS 39
Financial Instruments: Recognition and Measurement.
The fair value was determined using a valuation model that requires judgment, including estimating the change in value of the Company at different dates and market yields applicable to the Company’s straight debt (without the conversion option). The assumptions used in calculating the value of the conversion represent the Company’s best estimates based on management’s judgment and subjective future expectations, and
|
•
|
Other derivatives: fair value based on mark to market value.
|
|
Europe,
Middle East,
Africa
|
Americas
|
Asia
|
Total
|
||||||||
|
(in thousands)
|
|||||||||||
Year ended December 31, 2014
|
|
|
|
|
||||||||
Total revenue
|
|
|
|
|
||||||||
Sales to external customers
|
$
|
101
|
|
$
|
2,517
|
|
$
|
19,984
|
|
$
|
22,602
|
|
Year ended December 31, 2015
|
|
|
|
|
||||||||
Total revenue
|
|
|
|
|
||||||||
Sales to external customers
|
$
|
3,635
|
|
$
|
3,954
|
|
$
|
24,943
|
|
$
|
32,532
|
|
Year ended December 31, 2016
|
|
|
|
|
||||||||
Total revenue
|
|
|
|
|
||||||||
Sales to external customers
|
$
|
5,593
|
|
$
|
6,669
|
|
$
|
33,317
|
|
$
|
45,579
|
|
|
Year ended December 31,
|
||||||||
|
2014
|
2015
|
2016
|
||||||
|
(in thousands)
|
||||||||
Income from short-term investments and term deposits and other finance revenue
|
$
|
125
|
|
$
|
26
|
|
$
|
48
|
|
Foreign exchange gain
|
1,246
|
|
1,769
|
|
2,069
|
|
|||
Total financial income
|
$
|
1,371
|
|
$
|
1,795
|
|
$
|
2,117
|
|
|
Year ended December 31,
|
||||||||
|
2014
|
2015
|
2016
|
||||||
|
(in thousands)
|
||||||||
Interests on loans and finance leases
|
$
|
34
|
|
$
|
1,401
|
|
$
|
3,212
|
|
Interests on supplier payable with extended payment terms
|
—
|
|
—
|
|
411
|
|
|||
Other bank fees and financial charges
|
111
|
|
141
|
|
111
|
|
|||
Other financial expenses
|
—
|
|
145
|
|
83
|
|
|||
Change in the fair value of convertible debt embedded derivative
|
—
|
|
2,036
|
|
1,583
|
|
|||
Foreign exchange loss
|
1,128
|
|
1,520
|
|
1,476
|
|
|||
Total financial expenses
|
$
|
1,273
|
|
$
|
5,243
|
|
$
|
6,876
|
|
|
|
|
|
Year ended December 31,
|
|||||||||
|
|
Note
|
|
2014
|
2015
|
2016
|
|||||||
|
|
|
|
(in thousands)
|
|||||||||
Included in cost of revenue:
|
|
|
|
|
|
|
|||||||
Cost of components
|
|
|
|
$
|
13,213
|
|
$
|
15,343
|
|
$
|
20,277
|
|
|
Depreciation and impairment
|
|
7
|
|
|
682
|
|
905
|
|
1,270
|
|
|||
Amortization of intangible assets
|
|
8
|
|
|
—
|
|
—
|
|
157
|
|
|||
Wages and benefits
|
|
|
|
756
|
|
1,571
|
|
2,374
|
|
||||
Share-based payment expense
|
|
13
|
|
|
47
|
|
17
|
|
11
|
|
|||
Assembly services, royalties and other
|
|
|
|
1,083
|
|
1,615
|
|
1,507
|
|
||||
|
|
|
|
$
|
15,781
|
|
$
|
19,451
|
|
$
|
25,596
|
|
|
|
|
|
Year ended December 31,
|
|||||||||
|
|
Note
|
|
2014
|
2015
|
2016
|
|||||||
|
|
|
|
(in thousands)
|
|||||||||
Included in operating expenses (between gross profit and operating result):
|
|
|
|
|
|
|
|||||||
Depreciation and impairment
|
|
7
|
|
|
$
|
2,829
|
|
$
|
2,472
|
|
$
|
1,811
|
|
Amortization of intangible assets
|
|
8
|
|
|
1,790
|
|
1,897
|
|
2,057
|
|
|||
Wages and benefits
|
|
|
|
23,787
|
|
20,436
|
|
22,615
|
|
||||
Share-based payment expense
|
|
13
|
|
|
1,230
|
|
850
|
|
1,111
|
|
|||
Foreign exchange gains and losses related to hedges of euro
|
|
|
|
—
|
|
296
|
|
12
|
|
||||
Other
|
|
|
|
11,245
|
|
10,767
|
|
12,121
|
|
||||
|
|
|
|
$
|
40,881
|
|
$
|
36,718
|
|
$
|
39,727
|
|
|
|
|
|
Year ended December 31,
|
|||||||||||
|
|
Note
|
|
2014
|
|
2015
|
|
2016
|
|||||||
|
|
|
|
(in thousands)
|
|||||||||||
Wages and salaries
|
|
|
|
$
|
18,555
|
|
|
$
|
16,555
|
|
|
$
|
18,996
|
|
|
Social security costs and other payroll taxes
|
|
|
|
5,787
|
|
|
5,219
|
|
|
5,805
|
|
||||
Other benefits
|
|
|
|
112
|
|
|
93
|
|
|
100
|
|
||||
Pension costs
|
|
|
|
89
|
|
|
140
|
|
|
88
|
|
||||
Share-based payment expenses
|
|
13
|
|
|
1,277
|
|
|
867
|
|
|
1,122
|
|
|||
Total employee benefits expense
|
|
|
|
$
|
25,820
|
|
|
$
|
22,874
|
|
|
$
|
26,111
|
|
|
|
Year ended December 31,
|
||||||||||
|
|
2014
|
|
2015
|
|
2016
|
||||||
|
|
(in thousands)
|
||||||||||
Research and development costs
|
|
$
|
33,043
|
|
|
$
|
29,528
|
|
|
$
|
30,022
|
|
Research tax credit
|
|
(4,047
|
)
|
|
(2,658
|
)
|
|
(1,962
|
)
|
|||
Government grants
|
|
(362
|
)
|
|
(1,179
|
)
|
|
(1,704
|
)
|
|||
Development costs capitalized
|
|
—
|
|
|
(386
|
)
|
|
(22
|
)
|
|||
Total research and development expense
|
|
$
|
28,634
|
|
|
$
|
25,305
|
|
|
$
|
26,334
|
|
|
|
Year ended December 31,
|
||||||||||
|
|
2014
|
|
2015
|
|
2016
|
||||||
|
|
(in thousands)
|
||||||||||
Consolidated Statement of Operations
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
||||||
Current income tax
|
|
$
|
197
|
|
|
$
|
311
|
|
|
$
|
272
|
|
Deferred income tax
|
|
(35
|
)
|
|
6
|
|
|
12
|
|
|||
Income tax expense reported in the Consolidated Statement of Operations
|
|
$
|
162
|
|
|
$
|
317
|
|
|
$
|
284
|
|
|
|
Year ended December 31,
|
||||||||||
|
|
2014
|
|
2015
|
|
2016
|
||||||
|
|
(in thousands)
|
||||||||||
Accounting profit (loss) before income tax
|
|
$
|
(33,962
|
)
|
|
$
|
(27,085
|
)
|
|
$
|
(24,503
|
)
|
At France’s statutory income tax rate of 34.43%
|
|
(11,693
|
)
|
|
(9,325
|
)
|
|
(8,436
|
)
|
|||
Non-deductible share-based payment expense
|
|
440
|
|
|
299
|
|
|
386
|
|
|||
Tax credits
|
|
(1,393
|
)
|
|
(915
|
)
|
|
(676
|
)
|
|||
Unrecognized benefit of tax loss carryforwards and permanent differences
|
|
12,808
|
|
|
10,258
|
|
|
9,010
|
|
|||
Income tax expense reported in the Consolidated Statement of Operations
|
|
$
|
162
|
|
|
$
|
317
|
|
|
$
|
284
|
|
|
|
Year ended December 31,
|
||||||||||
|
|
2014
|
|
2015
|
|
2016
|
||||||
|
|
(in thousands, except share and per share data)
|
||||||||||
Profit (Loss)
|
|
$
|
(34,124
|
)
|
|
$
|
(27,402
|
)
|
|
$
|
(24,787
|
)
|
Weighted average number of shares outstanding for basic EPS
|
|
59,141,716
|
|
|
59,144,905
|
|
|
63,805,442
|
|
|||
Net effect of dilutive stock options
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Net effect of dilutive warrants
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Weighted average number of shares outstanding for diluted EPS
|
|
59,141,716
|
|
|
59,144,905
|
|
|
63,805,442
|
|
|||
Basic earnings (loss) per share
|
|
$
|
(0.58
|
)
|
|
$
|
(0.46
|
)
|
|
$
|
(0.39
|
)
|
Diluted earnings (loss) per share
|
|
$
|
(0.58
|
)
|
|
$
|
(0.46
|
)
|
|
$
|
(0.39
|
)
|
|
|
Leasehold
improvements
|
|
Plant and
equipment
|
|
IT and office
equipment
|
|
Total
|
||||||||
|
|
(in thousands)
|
||||||||||||||
Cost:
|
|
|
|
|
|
|
|
|
||||||||
At January 1, 2014
|
|
$
|
1,380
|
|
|
$
|
19,540
|
|
|
$
|
4,221
|
|
|
$
|
25,141
|
|
Additions
|
|
1,060
|
|
|
4,133
|
|
|
486
|
|
|
5,679
|
|
||||
Disposals
|
|
(1,114
|
)
|
|
(70
|
)
|
|
(388
|
)
|
|
(1,572
|
)
|
||||
Exchange difference
|
|
(13
|
)
|
|
(81
|
)
|
|
(19
|
)
|
|
(113
|
)
|
||||
At December 31, 2014
|
|
1,313
|
|
|
23,522
|
|
|
4,300
|
|
|
29,135
|
|
||||
Additions
|
|
—
|
|
|
1,713
|
|
|
85
|
|
|
1,798
|
|
||||
Disposals
|
|
—
|
|
|
(4
|
)
|
|
(1
|
)
|
|
(5
|
)
|
||||
Exchange difference
|
|
(14
|
)
|
|
(64
|
)
|
|
(19
|
)
|
|
(97
|
)
|
||||
At December 31, 2015
|
|
1,299
|
|
|
25,167
|
|
|
4,365
|
|
|
30,831
|
|
||||
Additions
|
|
34
|
|
|
2,549
|
|
|
78
|
|
|
2,661
|
|
||||
Disposals
|
|
—
|
|
|
(345
|
)
|
|
(643
|
)
|
|
(988
|
)
|
||||
Exchange difference
|
|
(30
|
)
|
|
(221
|
)
|
|
(51
|
)
|
|
(302
|
)
|
||||
At December 31, 2016
|
|
$
|
1,303
|
|
|
$
|
27,150
|
|
|
$
|
3,749
|
|
|
$
|
32,202
|
|
Depreciation and impairment:
|
|
|
|
|
|
|
|
|
||||||||
At January 1, 2014
|
|
$
|
1,306
|
|
|
$
|
13,392
|
|
|
$
|
3,821
|
|
|
$
|
18,519
|
|
Depreciation charge for the year
|
|
189
|
|
|
2,827
|
|
|
495
|
|
|
3,511
|
|
||||
Disposals
|
|
(1,114
|
)
|
|
(69
|
)
|
|
(361
|
)
|
|
(1,544
|
)
|
||||
Exchange difference
|
|
(6
|
)
|
|
(47
|
)
|
|
(41
|
)
|
|
(94
|
)
|
||||
At December 31, 2014
|
|
375
|
|
|
16,103
|
|
|
3,914
|
|
|
20,392
|
|
||||
Depreciation charge for the year
|
|
208
|
|
|
2,904
|
|
|
296
|
|
|
3,408
|
|
||||
Disposals
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|
(2
|
)
|
||||
Exchange difference
|
|
(5
|
)
|
|
(40
|
)
|
|
(38
|
)
|
|
(83
|
)
|
||||
At December 31, 2015
|
|
578
|
|
|
18,966
|
|
|
4,171
|
|
|
23,715
|
|
||||
Depreciation charge for the year
|
|
214
|
|
|
2,678
|
|
|
189
|
|
|
3,081
|
|
||||
Disposals
|
|
—
|
|
|
(346
|
)
|
|
(641
|
)
|
|
(987
|
)
|
||||
Exchange difference
|
|
(9
|
)
|
|
(140
|
)
|
|
(117
|
)
|
|
(266
|
)
|
||||
At December 31, 2016
|
|
$
|
783
|
|
|
$
|
21,158
|
|
|
$
|
3,602
|
|
|
$
|
25,543
|
|
At January 1, 2014
|
|
$
|
74
|
|
|
$
|
6,148
|
|
|
$
|
400
|
|
|
$
|
6,622
|
|
At December 31, 2014
|
|
938
|
|
|
7,419
|
|
|
386
|
|
|
8,743
|
|
||||
At December 31, 2015
|
|
721
|
|
|
6,201
|
|
|
194
|
|
|
7,116
|
|
||||
At December 31, 2016
|
|
$
|
520
|
|
|
$
|
5,992
|
|
|
$
|
147
|
|
|
$
|
6,659
|
|
|
|
||
|
Licenses and other
intangible assets
|
||
|
(in thousands)
|
||
Cost:
|
|
||
At January 1, 2014
|
$
|
12,732
|
|
Additions
|
560
|
|
|
Disposals
|
(8
|
)
|
|
Exchange difference
|
(12
|
)
|
|
At December 31, 2014
|
13,272
|
|
|
Additions
|
3,686
|
|
|
Disposals
|
—
|
|
|
Exchange difference
|
(12
|
)
|
|
At December 31, 2015
|
16,946
|
|
|
Additions
|
4,836
|
|
|
Disposals
|
(3,620
|
)
|
|
Exchange difference
|
(47
|
)
|
|
At December 31, 2016
|
$
|
18,115
|
|
Depreciation and impairment:
|
|
||
At January 1, 2014
|
$
|
8,053
|
|
Amortization
|
1,790
|
|
|
Disposals
|
(3
|
)
|
|
Exchange difference
|
(8
|
)
|
|
At December 31, 2014
|
9,832
|
|
|
Amortization
|
1,867
|
|
|
Disposals
|
—
|
|
|
Exchange difference
|
(8
|
)
|
|
At December 31, 2015
|
11,691
|
|
|
Amortization
|
2,214
|
|
|
Disposals
|
(3,468
|
)
|
|
Exchange difference
|
(29
|
)
|
|
At December 31, 2016
|
$
|
10,408
|
|
Net book value:
|
|
||
At January 1, 2014
|
$
|
4,679
|
|
At December 31, 2014
|
3,440
|
|
|
At December 31, 2015
|
5,255
|
|
|
At December 31, 2016
|
$
|
7,707
|
|
|
|
At December 31,
|
||||||||||
|
|
2014
|
|
2015
|
|
2016
|
||||||
|
|
(in thousands)
|
||||||||||
Components
|
|
$
|
3,192
|
|
|
$
|
1,486
|
|
|
$
|
4,686
|
|
Finished goods (at lower of cost or net realizable value)
|
|
8,809
|
|
|
5,519
|
|
|
6,975
|
|
|||
Total inventories at cost
|
|
$
|
12,001
|
|
|
$
|
7,005
|
|
|
$
|
11,661
|
|
Depreciation of components (at cost)
|
|
$
|
595
|
|
|
$
|
268
|
|
|
$
|
277
|
|
Depreciation of finished goods
|
|
2,207
|
|
|
2,672
|
|
|
2,691
|
|
|||
Total depreciation
|
|
$
|
2,802
|
|
|
$
|
2,940
|
|
|
$
|
2,968
|
|
Components, net
|
|
$
|
2,597
|
|
|
$
|
1,218
|
|
|
$
|
4,409
|
|
Finished goods, net
|
|
6,602
|
|
|
2,847
|
|
|
4,284
|
|
|||
Total net inventories
|
|
$
|
9,199
|
|
|
$
|
4,065
|
|
|
$
|
8,693
|
|
|
|
At December 31,
|
||||||||||
|
|
2014
|
|
2015
|
|
2016
|
||||||
|
|
(in thousands)
|
||||||||||
Trade receivables
|
|
$
|
9,611
|
|
|
$
|
16,345
|
|
|
$
|
14,427
|
|
Unbilled revenue
|
|
137
|
|
|
740
|
|
|
1,624
|
|
|||
Unissued credit notes
|
|
(34
|
)
|
|
—
|
|
|
(138
|
)
|
|||
Provisions on trade receivables
|
|
(1,965
|
)
|
|
(588
|
)
|
|
(628
|
)
|
|||
Net trade receivables
|
|
$
|
7,749
|
|
|
$
|
16,497
|
|
|
$
|
15,285
|
|
|
|
December 31,
|
||||||||||
|
|
2014
|
|
2015
|
|
2016
|
||||||
|
|
(in thousands)
|
||||||||||
At January 1,
|
|
$
|
1,720
|
|
|
$
|
1,965
|
|
|
$
|
588
|
|
Charge for the year
|
|
295
|
|
|
15
|
|
|
40
|
|
|||
Utilized amounts
|
|
(50
|
)
|
|
(1,392
|
)
|
|
—
|
|
|||
At year end
|
|
$
|
1,965
|
|
|
$
|
588
|
|
|
$
|
628
|
|
|
|
Total
|
|
Neither past
due nor
Impaired
|
|
Past due but not impaired
|
||||||||||||||||||
|
|
|
|
|
|
<30 days
|
|
30-60 days
|
|
60-120 days
|
|
>120 days
|
||||||||||||
|
|
(in thousands)
|
||||||||||||||||||||||
At December 31, 2014
|
|
7,749
|
|
|
5,420
|
|
|
1,873
|
|
|
4
|
|
|
76
|
|
|
376
|
|
||||||
At December 31, 2015
|
|
$
|
16,497
|
|
|
$
|
12,589
|
|
|
$
|
3,520
|
|
|
$
|
138
|
|
|
$
|
250
|
|
|
$
|
—
|
|
At December 31, 2016
|
|
$
|
15,285
|
|
|
$
|
12,995
|
|
|
$
|
412
|
|
|
$
|
374
|
|
|
$
|
1,494
|
|
|
10
|
|
|
|
At December 31,
|
||||||||||
|
|
2014
|
|
2015
|
|
2016
|
||||||
|
|
(in thousands)
|
||||||||||
Cash at banks
|
|
$
|
1,998
|
|
|
$
|
2,408
|
|
|
$
|
8,765
|
|
Cash equivalents
|
|
10,331
|
|
|
5,880
|
|
|
11,437
|
|
|||
Cash and cash equivalents
|
|
$
|
12,329
|
|
|
$
|
8,288
|
|
|
$
|
20,202
|
|
|
|
At December 31,
|
||||||||||
|
|
2014
|
|
2015
|
|
2016
|
||||||
|
|
(in thousands)
|
||||||||||
U.S. dollar denominated accounts
|
|
$
|
12,088
|
|
|
$
|
7,352
|
|
|
$
|
19,122
|
|
Euro denominated accounts
|
|
74
|
|
|
826
|
|
|
949
|
|
|||
GBP denominated accounts
|
|
47
|
|
|
15
|
|
|
23
|
|
|||
SGP denominated accounts
|
|
47
|
|
|
31
|
|
|
53
|
|
|||
NIS denominated accounts
|
|
27
|
|
|
25
|
|
|
36
|
|
|||
RMB denominated accounts
|
|
30
|
|
|
18
|
|
|
2
|
|
|||
Other currencies denominated accounts
|
|
16
|
|
|
21
|
|
|
17
|
|
|||
Cash and cash equivalents
|
|
$
|
12,329
|
|
|
$
|
8,288
|
|
|
$
|
20,202
|
|
|
|
At December 31,
|
|||||||||||||||||||
|
|
2014
|
|
2015
|
|
2016
|
|||||||||||||||
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|||||||||
|
|
(in thousands, except for share data)
|
|||||||||||||||||||
Ordinary shares
|
|
59,144,741
|
|
|
€
|
1,183
|
|
|
59,166,741
|
|
|
€
|
1,183
|
|
|
75,030,078
|
|
|
€
|
1,501
|
|
Converted to U.S. dollars at historical exchange rates
|
|
|
|
$
|
1,568
|
|
|
|
|
$
|
1,568
|
|
|
|
|
$
|
1,923
|
|
|
|
December 31,
|
|||||||||||||||||||
|
|
2014
|
|
2015
|
|
2016
|
|||||||||||||||
|
|
Number
|
|
WAEP
|
|
Number
|
|
WAEP
|
|
Number
|
|
WAEP
|
|||||||||
Outstanding at January 1,
|
|
5,319,848
|
|
|
$
|
4.50
|
|
|
6,455,048
|
|
|
$
|
3.93
|
|
|
7,428,931
|
|
|
$
|
3.58
|
|
Granted during the year
|
|
1,318,800
|
|
|
$
|
1.47
|
|
|
1,321,850
|
|
|
$
|
1.74
|
|
|
1,278,070
|
|
|
$
|
1.91
|
|
Forfeited during the year
|
|
(168,498
|
)
|
|
$
|
3.18
|
|
|
(325,967
|
)
|
|
$
|
3.01
|
|
|
(317,880
|
)
|
|
$
|
2.97
|
|
Exercised during the year
(1)
|
|
(15,102
|
)
|
|
$
|
1.34
|
|
|
(22,000
|
)
|
|
$
|
1.70
|
|
|
(187,901
|
)
|
|
$
|
1.53
|
|
Expired during the year
|
|
—
|
|
|
|
|
—
|
|
|
|
|
(389,000
|
)
|
|
$
|
3.12
|
|
||||
Outstanding at period end
|
|
6,455,048
|
|
|
$
|
3.93
|
|
|
7,428,931
|
|
|
$
|
3.58
|
|
|
7,812,220
|
|
|
$
|
3.41
|
|
Of which, warrants for consultants equivalent to employees
|
|
369,798
|
|
|
$
|
3.54
|
|
|
369,798
|
|
|
$
|
3.38
|
|
|
404,798
|
|
|
$
|
3.23
|
|
Exercisable at period end
|
|
3,923,600
|
|
|
$
|
5.18
|
|
|
4,691,741
|
|
|
$
|
4.69
|
|
|
5,049,015
|
|
|
$
|
4.28
|
|
Of which, warrants for consultants equivalent to employees
|
|
351,798
|
|
|
$
|
3.49
|
|
|
360,798
|
|
|
$
|
3.44
|
|
|
360,215
|
|
|
$
|
3.41
|
|
(1)
|
The weighted average share estimated fair value at the dates of exercise of these options was $2.21 in
2016
, $1.73 in
2015
and $2.70 in
2014
.
|
|
|
December 31,
|
|||||||
|
|
2014
|
|
2015
|
|
2016
|
|||
Dividend yield (%)
|
|
—
|
|
|
—
|
|
|
—
|
|
Expected volatility (%)
|
|
43 - 44
|
|
|
68 - 70
|
|
|
63 - 69
|
|
Risk–free interest rate (%)
|
|
0.70 - 1.66
|
|
|
0.34 - 0.87
|
|
|
0.00 - 0.47
|
|
Assumed annual lapse rate of options (%)
|
|
10
|
|
|
10
|
|
|
10 (5 for RSA)
|
|
Sell price multiple (applied to exercise price)
|
|
2
|
|
|
2
|
|
|
2
|
|
Weighted average share price (€)
|
|
1.13
|
|
|
1.59
|
|
|
1.76
|
|
Model used
|
|
Binomial
|
|
|
Binomial
|
|
|
Binomial
|
|
|
|
|
|
At December 31,
|
|||||||||||
|
|
Note
|
|
2014
|
|
2015
|
|
2016
|
|||||||
|
|
|
|
(in thousands)
|
|||||||||||
Current
|
|
|
|
|
|
|
|
|
|||||||
Convertible debt embedded derivative
|
|
14.1
|
|
|
$
|
—
|
|
|
$
|
6,091
|
|
|
$
|
—
|
|
Finance lease obligation
|
|
14.2
|
|
|
202
|
|
|
12
|
|
|
—
|
|
|||
Interest-bearing receivables financing
|
|
14.3
|
|
|
2,133
|
|
|
6,472
|
|
|
7,712
|
|
|||
Total current portion
|
|
|
|
$
|
2,335
|
|
|
$
|
12,575
|
|
|
$
|
7,712
|
|
|
Non-current
|
|
|
|
|
|
|
|
|
|||||||
Convertible debt and accrued interest
|
|
14.1
|
|
|
$
|
—
|
|
|
$
|
8,984
|
|
|
$
|
16,338
|
|
Finance lease obligation
|
|
14.2
|
|
|
9
|
|
|
—
|
|
|
—
|
|
|||
Total non-current portion
|
|
|
|
$
|
9
|
|
|
$
|
8,984
|
|
|
$
|
16,338
|
|
•
|
A liability component reflecting the Company’s contractual obligation to pay interest and redeem the bonds in cash; and
|
•
|
An embedded derivative, which is the Holders’ call option whereby the Company can be required to issue a number of shares in exchange for notes at a rate which may vary during the first twelve months after issuance of the 2015 Note and during the period beginning on April 28, 2016 and ending on May 12, 2016 for the 2016 Notes.
|
|
|
|
|
December 31,
|
||||||||||
|
|
Note
|
|
2014
|
|
2015
|
|
2016
|
||||||
|
|
|
|
(in thousands)
|
||||||||||
Current
|
|
|
|
|
|
|
|
|
||||||
Government grant advances
|
|
15.1
|
|
$
|
603
|
|
|
$
|
916
|
|
|
$
|
390
|
|
Government loans
|
|
15.3
|
|
—
|
|
|
—
|
|
|
211
|
|
|||
Total current portion
|
|
|
|
$
|
603
|
|
|
$
|
916
|
|
|
$
|
601
|
|
Non-current
|
|
|
|
|
|
|
|
|
||||||
Government grant advances
|
|
15.1
|
|
$
|
360
|
|
|
$
|
587
|
|
|
$
|
197
|
|
Research project financing
|
|
15.2
|
|
3,647
|
|
|
2,889
|
|
|
3,223
|
|
|||
Government loans
|
|
15.3
|
|
—
|
|
|
1,851
|
|
|
1,571
|
|
|||
Accrued interest
|
|
15.2
|
|
6
|
|
|
58
|
|
|
153
|
|
|||
Total non-current portion
|
|
|
|
$
|
4,013
|
|
|
$
|
5,385
|
|
|
$
|
5,144
|
|
|
|
Post-
employment
benefits
|
|
Others
|
|
Total
|
|
Current
|
|
Non-current
|
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
At January 1, 2014
|
|
$
|
460
|
|
|
$
|
583
|
|
|
$
|
1,043
|
|
|
$
|
583
|
|
|
$
|
460
|
|
Arising (released) during the year
|
|
433
|
|
|
842
|
|
|
1,275
|
|
|
—
|
|
|
—
|
|
|||||
Released (used) during the year
|
|
—
|
|
|
(201
|
)
|
|
(201
|
)
|
|
—
|
|
|
—
|
|
|||||
Released (unused) during the year
|
|
—
|
|
|
(341
|
)
|
|
(341
|
)
|
|
—
|
|
|
—
|
|
|||||
At December 31, 2014
|
|
893
|
|
|
883
|
|
|
1,776
|
|
|
548
|
|
|
1,228
|
|
|||||
Arising (released) during the year
|
|
(165
|
)
|
|
670
|
|
|
505
|
|
|
—
|
|
|
—
|
|
|||||
Released (used) during the year
|
|
—
|
|
|
(467
|
)
|
|
(467
|
)
|
|
—
|
|
|
—
|
|
|||||
Released (unused) during the year
|
|
—
|
|
|
(101
|
)
|
|
(101
|
)
|
|
—
|
|
|
—
|
|
|||||
At December 31, 2015
|
|
728
|
|
|
985
|
|
|
1,713
|
|
|
317
|
|
|
1,396
|
|
|||||
Arising (released) during the year
|
|
(29
|
)
|
|
75
|
|
|
46
|
|
|
—
|
|
|
—
|
|
|||||
Released (used) during the year
|
|
(11
|
)
|
|
(269
|
)
|
|
(280
|
)
|
|
—
|
|
|
—
|
|
|||||
Released (unused) during the year
|
|
—
|
|
|
(127
|
)
|
|
(127
|
)
|
|
—
|
|
|
—
|
|
|||||
At December 31, 2016
|
|
$
|
688
|
|
|
$
|
664
|
|
|
$
|
1,352
|
|
|
$
|
46
|
|
|
$
|
1,306
|
|
|
|
2014
|
|
2015
|
|
2016
|
Discount rate
|
|
1.49%
|
|
2.03%
|
|
1.31%
|
Salary increase
|
|
3%
|
|
3%
|
|
Between 1.5% and 3.5%
|
Retirement age
|
|
60-62. years
|
|
60-62 years
|
|
60-62 years
|
Turnover: depending on the seniority
|
|
3.32%, nil as from 64
year old |
|
3.32%, nil as from 64
year old
|
|
4.35%, nil as from 64
year old |
|
|
At December 31,
|
||||||||||
|
|
2014
|
|
2015
|
|
2016
|
||||||
|
|
(in thousands)
|
||||||||||
Payables
|
|
$
|
—
|
|
|
$
|
3,257
|
|
|
—
|
|
|
Deferred tax
|
|
2
|
|
|
10
|
|
|
22
|
|
|||
Total other non-current liabilities
|
|
$
|
2
|
|
|
$
|
3,267
|
|
|
$
|
22
|
|
Deferred revenue
|
|
$
|
—
|
|
|
$
|
1,940
|
|
|
$
|
1,940
|
|
|
|
At December 31,
|
||||||||||
|
|
2014
|
|
2015
|
|
2016
|
||||||
|
|
(in thousands)
|
||||||||||
Trade payables
|
|
$
|
11,231
|
|
|
$
|
9,498
|
|
|
$
|
18,358
|
|
Other current liabilities:
|
|
|
|
|
|
|
||||||
Employees and social debts
|
|
3,329
|
|
|
3,254
|
|
|
3,283
|
|
|||
Others
|
|
688
|
|
|
1,350
|
|
|
1,132
|
|
|||
Total other current liabilities
|
|
$
|
4,017
|
|
|
$
|
4,604
|
|
|
$
|
4,415
|
|
Deferred revenue
|
|
$
|
314
|
|
|
$
|
1,222
|
|
|
$
|
335
|
|
•
|
Trade payables are non-interest bearing and are generally settled on 30-day terms.
|
•
|
Other payables, primarily accrued compensation and related social charges, are non-interest bearing.
|
|
|
Carrying amount
|
|
Fair value
|
||||||||||||||||||||
|
|
December 31,
|
|
December 31,
|
||||||||||||||||||||
|
|
2014
|
|
2015
|
|
2016
|
|
2014
|
|
2015
|
|
2016
|
||||||||||||
|
|
(in thousands)
|
||||||||||||||||||||||
Financial assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Trade and other receivables
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Trade receivables
|
|
$
|
7,749
|
|
|
$
|
16,497
|
|
|
$
|
15,285
|
|
|
$
|
7,749
|
|
|
$
|
16,497
|
|
|
$
|
15,285
|
|
Loans and other receivables
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Deposits
|
|
320
|
|
|
345
|
|
|
332
|
|
|
320
|
|
|
345
|
|
|
332
|
|
||||||
Available for sale instruments
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Long-term investments
|
|
597
|
|
|
321
|
|
|
310
|
|
|
597
|
|
|
321
|
|
|
310
|
|
||||||
Cash, cash equivalents and short-term investments
|
|
12,489
|
|
|
8,681
|
|
|
20,547
|
|
|
12,489
|
|
|
8,681
|
|
|
20,547
|
|
||||||
Total financial assets
|
|
$
|
21,155
|
|
|
$
|
25,844
|
|
|
$
|
36,474
|
|
|
$
|
21,155
|
|
|
$
|
25,844
|
|
|
$
|
36,474
|
|
Total current
|
|
$
|
20,238
|
|
|
$
|
25,178
|
|
|
$
|
35,832
|
|
|
$
|
20,238
|
|
|
$
|
25,178
|
|
|
$
|
35,832
|
|
Total non-current
|
|
$
|
917
|
|
|
$
|
666
|
|
|
$
|
642
|
|
|
$
|
917
|
|
|
$
|
666
|
|
|
$
|
642
|
|
Financial liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest-bearing loans and borrowings:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Finance lease liability
|
|
211
|
|
|
12
|
|
|
—
|
|
|
211
|
|
|
12
|
|
|
—
|
|
||||||
Interest-bearing receivables financing
|
|
2,133
|
|
|
6,472
|
|
|
7,712
|
|
|
2,133
|
|
|
6,472
|
|
|
7,712
|
|
||||||
Convertible debt and accrued expenses
|
|
—
|
|
|
8,984
|
|
|
16,338
|
|
|
—
|
|
|
8,984
|
|
|
16,115
|
|
||||||
Government loans
|
|
—
|
|
|
1,851
|
|
|
1,852
|
|
|
—
|
|
|
1,851
|
|
|
1,852
|
|
||||||
Research project financing
|
|
3,653
|
|
|
2,947
|
|
|
3,306
|
|
|
3,653
|
|
|
2,947
|
|
|
3,306
|
|
||||||
Trade and other payables (current and non current)
|
|
11,231
|
|
|
12,755
|
|
|
18,358
|
|
|
11,231
|
|
|
12,755
|
|
|
18,358
|
|
||||||
Financial instruments at fair value through other comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash flow hedges
|
|
133
|
|
|
39
|
|
|
150
|
|
|
133
|
|
|
39
|
|
|
150
|
|
||||||
Financial instruments at fair value through profit and loss:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Convertible debt embedded derivative
|
|
—
|
|
|
6,091
|
|
|
—
|
|
|
—
|
|
|
6,091
|
|
|
—
|
|
||||||
Total financial liabilities
|
|
$
|
17,361
|
|
|
$
|
39,151
|
|
|
$
|
47,716
|
|
|
$
|
17,361
|
|
|
$
|
39,151
|
|
|
$
|
47,493
|
|
Total current
|
|
$
|
13,699
|
|
|
$
|
22,112
|
|
|
$
|
26,431
|
|
|
$
|
13,699
|
|
|
$
|
22,112
|
|
|
$
|
26,431
|
|
Total non-current
|
|
$
|
3,662
|
|
|
$
|
17,039
|
|
|
$
|
21,062
|
|
|
$
|
3,662
|
|
|
$
|
17,039
|
|
|
$
|
21,062
|
|
•
|
a bank guarantee secured by pledges of investments in money market funds issued in favor of the owners of leased office space to secure annual lease payments by the Company for its office space in Colombes;
|
•
|
bank credit lines used in connection with the purchase of hedging instruments and finance lease, also secured by pledged money market funds.
|
•
|
Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities
|
•
|
Level 2: other techniques for which all inputs which have a significant effect on the recorded fair value are observable, either directly or indirectly
|
•
|
Level 3: techniques which use inputs that have a significant effect on the recorded fair value that are not based on observable market data
|
|
|
At December 31,
|
|
|
|
|
|
|
||||||
|
|
2014
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||
|
|
(in thousands)
|
||||||||||||
Available-for-sale instruments:
|
|
|
|
|
|
|
|
|
||||||
Long-term investments
|
|
$
|
597
|
|
|
—
|
|
|
$
|
597
|
|
|
—
|
|
|
|
At December 31,
|
|
|
|
|
|
|
||||||
|
|
2014
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||
|
|
(in thousands)
|
||||||||||||
Financial instruments at fair value through other comprehensive income:
|
|
|
|
|
|
|
|
|
||||||
Cash flow hedge
|
|
$
|
(133
|
)
|
|
—
|
|
|
$
|
(133
|
)
|
|
—
|
|
|
|
At December 31,
|
|
|
|
|
|
|
||||||
|
|
2015
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||
|
|
(in thousands)
|
||||||||||||
Available-for-sale instruments:
|
|
|
|
|
|
|
|
|
||||||
Long-term investments
|
|
$
|
321
|
|
|
—
|
|
|
$
|
321
|
|
|
—
|
|
|
|
At December 31,
|
|
|
|
|
|
|
||||||
|
|
2015
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||
|
|
(in thousands)
|
||||||||||||
Financial instruments at fair value through other comprehensive income:
|
|
|
|
|
|
|
|
|
||||||
Cash flow hedge
|
|
$
|
(39
|
)
|
|
—
|
|
|
$
|
(39
|
)
|
|
—
|
|
Financial instruments at fair value through profit and loss:
|
|
|
|
|
|
|
|
|
||||||
Convertible debt embedded derivative
|
|
$
|
(6,091
|
)
|
|
|
|
$
|
(6,091
|
)
|
|
|
|
|
At December 31,
|
|
|
|
|
|
|
||||||
|
|
2016
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||
|
|
(in thousands)
|
||||||||||||
Available-for-sale instruments:
|
|
|
|
|
|
|
|
|
||||||
Long-term investments
|
|
$
|
310
|
|
|
—
|
|
|
$
|
310
|
|
|
—
|
|
|
|
At December 31,
|
|
|
|
|
|
|
||||||
|
|
2016
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||
|
|
(in thousands)
|
||||||||||||
Financial instruments at fair value through other comprehensive income:
|
|
|
|
|
|
|
|
|
||||||
Cash flow hedge
|
|
$
|
(150
|
)
|
|
—
|
|
|
$
|
(150
|
)
|
|
—
|
|
|
|
At December 31, 2014
|
||||||
|
|
Notional Amount
|
|
Fair value
|
||||
|
|
(in thousands)
|
||||||
Forward contracts (buy U.S dollars, sell euros)
|
|
€
|
3,000
|
|
|
$
|
(116
|
)
|
Options (buy euros, sell U.S. dollars)
|
|
1,500
|
|
|
(17
|
)
|
||
Total
|
|
€
|
4,500
|
|
|
$
|
(133
|
)
|
|
|
|
|
|
||||
|
|
At December 31, 2015
|
||||||
|
|
Notional Amount
|
|
Fair value
|
||||
|
|
(in thousands)
|
||||||
Forward contracts (buy euros, sell U.S. dollars)
|
|
€
|
2,300
|
|
|
$
|
(38
|
)
|
Options (buy euros, sell U.S. dollars)
|
|
2,500
|
|
|
(1
|
)
|
||
Total
|
|
€
|
4,800
|
|
|
$
|
(39
|
)
|
|
|
|
|
|
||||
|
|
At December 31, 2016
|
||||||
|
|
Notional Amount
|
|
Fair value
|
||||
|
|
(in thousands)
|
||||||
Forward contracts (buy euros, sell U.S. dollars)
|
|
€
|
5,750
|
|
|
$
|
(142
|
)
|
Options (buy euros, sell U.S. dollars)
|
|
1,500
|
|
|
(8
|
)
|
||
Total
|
|
€
|
7,250
|
|
|
$
|
(150
|
)
|
•
|
Cash, cash equivalents, short-term investments, accounts receivable, accounts payable, other receivable and accrued liabilities: due to the short-term nature of these balances, carrying amounts approximate fair value.
|
•
|
Available for sale long-term investments are composed of debt-based mutual funds with traded market prices. Their fair values amounted to $597,000, $321,000 and $310,000 at December 31,
2014
,
2015
and
2016
, respectively.
|
•
|
Foreign exchange forward and option contracts: the fair values of foreign exchange forward and option contracts were calculated using the market price that the Company would pay or receive to settle the related agreements, by reference to published exchange rates.
|
•
|
Transaction risk arising from:
|
•
|
Operating activities, when revenues or expenses are denominated in different currencies from the functional currency of the entity carrying out these transactions.
|
•
|
Non derivative monetary financial instruments that are denominated and settled in a currency different from the functional currency of the entity which holds them.
|
Customer
|
|
Customer Location
|
|
% of total revenues for the year ended December 31,
|
|
Accounts receivables at December 31,
|
|||||||||||||||||
|
|
|
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
|||||||||
A
|
|
Taiwan
|
|
29
|
%
|
|
—
|
|
|
—
|
|
|
$
|
4,870,327
|
|
|
$
|
—
|
|
|
—
|
|
|
B
|
|
China
|
|
15
|
%
|
|
14
|
%
|
|
39
|
%
|
|
$
|
(100,000
|
)
|
|
$
|
1,167,000
|
|
|
2,552,000
|
|
|
C
|
|
China
|
|
Less than 10%
|
|
|
27
|
%
|
|
Less than 10%
|
|
$
|
(3,191
|
)
|
|
$
|
3,102,000
|
|
|
$
|
758,000
|
|
|
D
|
|
Taiwan
|
|
—
|
|
|
16
|
%
|
|
12
|
%
|
|
—
|
|
|
$
|
2,222,000
|
|
|
$
|
1,353,000
|
|
|
E
|
|
China
|
|
—
|
|
|
Less than 10%
|
|
25
|
%
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,308,000
|
|
|
Within 1
year
|
1 to 2
years
|
2 to 3
years
|
3 to 4
years
|
4 to 5
years
|
More
than 5
years
|
Total
|
||||||||||||||
|
(in thousands)
|
||||||||||||||||||||
At December 31, 2014
|
|
|
|
|
|
|
|
||||||||||||||
Research project financing
|
$
|
1,630
|
|
$
|
—
|
|
$
|
—
|
|
$
|
368
|
|
$
|
719
|
|
$
|
936
|
|
$
|
3,653
|
|
Interest-bearing receivables financing
|
2,133
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
2,133
|
|
|||||||
Finance lease
|
202
|
|
9
|
|
—
|
|
—
|
|
—
|
|
—
|
|
211
|
|
|||||||
Trade payables
|
11,231
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
11,231
|
|
|||||||
Other financial liabilities
|
4,017
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
4,017
|
|
|||||||
|
$
|
19,213
|
|
$
|
9
|
|
$
|
—
|
|
$
|
368
|
|
$
|
719
|
|
$
|
936
|
|
$
|
21,245
|
|
At December 31, 2015
|
|
|
|
|
|
|
|
||||||||||||||
Research project financing
|
$
|
1,132
|
|
$
|
—
|
|
$
|
330
|
|
$
|
645
|
|
$
|
840
|
|
$
|
—
|
|
$
|
2,947
|
|
Interest-bearing receivables financing
|
6,472
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
6,472
|
|
|||||||
Government loans
|
—
|
|
93
|
|
370
|
|
370
|
|
370
|
|
648
|
|
1,851
|
|
|||||||
Convertible debt and accrued expenses
|
—
|
|
—
|
|
8,984
|
|
—
|
|
—
|
|
—
|
|
8,984
|
|
|||||||
Finance lease
|
39
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
39
|
|
|||||||
Trade payables
|
9,498
|
|
3,257
|
|
—
|
|
—
|
|
—
|
|
—
|
|
12,755
|
|
|||||||
Other financial liabilities
|
4,604
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
4,604
|
|
|||||||
|
$
|
21,745
|
|
$
|
3,350
|
|
$
|
9,684
|
|
$
|
1,015
|
|
$
|
1,210
|
|
$
|
648
|
|
$
|
37,652
|
|
At December 31, 2016
|
|
|
|
|
|
|
|
||||||||||||||
Research project financing
|
$
|
1,376
|
|
$
|
631
|
|
$
|
742
|
|
$
|
425
|
|
$
|
19
|
|
$
|
30
|
|
$
|
3,223
|
|
Interest-bearing receivables financing
|
7,712
|
|
|
|
|
|
|
|
|
|
|
|
7,712
|
|
|||||||
Government loans
|
167
|
|
376
|
|
373
|
|
370
|
|
368
|
|
198
|
|
1,852
|
|
|||||||
Convertible debt and accrued expenses
|
—
|
|
—
|
|
16,338
|
|
—
|
|
—
|
|
—
|
|
16,338
|
|
|||||||
Trade payables
|
18,358
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
18,358
|
|
|||||||
Other financial liabilities
|
4,415
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
4,415
|
|
|||||||
|
$
|
32,028
|
|
$
|
1,007
|
|
$
|
17,453
|
|
$
|
795
|
|
$
|
387
|
|
$
|
228
|
|
$
|
51,898
|
|
|
December 31,
|
||||||||
|
2014
|
2015
|
2016
|
||||||
|
(in thousands)
|
||||||||
Within one year
|
$
|
720
|
|
$
|
909
|
|
$
|
879
|
|
After one year but not more than five years
|
2,898
|
|
2,358
|
|
1,932
|
|
|||
More than five years
|
238
|
|
—
|
|
—
|
|
|||
Total minimum lease payments
|
$
|
3,856
|
|
$
|
3,267
|
|
$
|
2,811
|
|
|
Year ended December 31,
|
||||||||
|
2014
|
2015
|
2016
|
||||||
|
(in thousands)
|
||||||||
Fixed and variable wages, social charges and benefits expensed in the year
|
$
|
2,237
|
|
$
|
2,112
|
|
$
|
1,896
|
|
Share-based payment expense for the year
|
591
|
|
380
|
|
490
|
|
|||
Board members fees to non-executive members
|
186
|
|
196
|
|
188
|
|
|||
Total compensation expense for key management personnel
|
$
|
3,014
|
|
$
|
2,688
|
|
$
|
2,574
|
|
|
|
|
The study, development and marketing of all products and/or services relating to radio fixed and/or optical-type communication networks systems;
|
|
|
|
Advising and training, by all means and technical media, relating to the aforementioned fields of operations;
|
|
|
|
The participation, directly or indirectly, in all transaction that may be related to any of the purposes defined above, through the creation of new companies or legal entities, the contribution, subscription, or purchase of securities or corporate rights, acquisition of interests, mergers, partnerships, or any other methods;
|
|
|
|
And, more generally, all industrial, commercial, and financial transactions, or transactions involving movable or fixed assets, that may be related directly or indirectly, in whole or in part, to any of the aforementioned corporate purposes, or to any similar or related purposes, or to any and all purposes that may enhance or develop the company’s business.
|
|
|
|
Name of Subsidiary
|
|
Jurisdiction
|
Sequans Communications Ltd.
|
|
United Kingdom
|
Sequans Communications Inc.
|
|
California (United States)
|
Sequans Communications Ltd. Pte.
|
|
Singapore
|
Sequans Communications (Israel) Ltd.
|
|
Israel
|
|
1.
|
I have reviewed this Annual Report on Form 20-F of Sequans Communications S.A.;
|
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;
|
|
4.
|
The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:
|
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c.
|
Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
d.
|
Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and
|
|
5.
|
The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):
|
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and
|
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.
|
|
|
|
||
|
|
|
/s/ Dr. Georges Karam
|
Name: Dr. Georges Karam
|
Title: Chief Executive Officer
|
|
1.
|
I have reviewed this Annual Report on Form 20-F of Sequans Communications S.A.;
|
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;
|
|
4.
|
The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:
|
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c.
|
Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
d.
|
Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and
|
|
5.
|
The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):
|
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and
|
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.
|
|
/s/ Deborah Choate
|
Name: Deborah Choate
|
Title: Chief Financial Officer
|
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
|
|
By:
|
|
/s/ Dr. Georges Karam
|
|
|
Name: Dr. Georges Karam
Title: Chief Executive Officer
|
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
|
|
By:
|
|
/s/ Deborah Choate
|
|
|
Name: Deborah Choate
Title: Chief Financial Officer
|
(1)
|
Registration Statement (Form S-8 No. 333-177919) pertaining to the Stock Option Subscription Plans, BSA Subscription Plans and BCE Subscription Plans of Sequans Communications S.A.,
|
(2)
|
Registration Statement (Form S-8 No. 333-180487) pertaining to the BSA (Warrants) Issuance Agreements dated January 11, 2011 and March 8, 2011 of Sequans Communications S.A.,
|
(3)
|
Registration Statement (Form S-8 No. 333-187611) pertaining to the Stock Option Subscription Plan, BSA Subscription Plan and BSA (Warrants) Issuance Agreements dated June 26, 2012 of Sequans Communications S.A,
|
(4)
|
Registration Statement (Form S-8 No. 333-194903) pertaining to the Stock Option Subscription Plan and BSA (Warrants) Issuance Agreements dated June 25, 2013 of Sequans Communications S.A;
|
(5)
|
Registration Statement (Form S-8 No. 333-203539) pertaining to the Stock Option Subscription Plan 2014-1, BSA Subscription Plan 2014-1 and BSA (Warrants) Issuance Agreements dated June 26, 2014 of Sequans Communications S.A.;
|
(6)
|
Registration Statement (Form S-8 No. 333-211011) pertaining to the Stock Option Subscription Plan 2015-1 and BSA (Warrants) Issuance Agreements dated June 29, 2015 of Sequans Communications S.A.;
|
(7)
|
Registration Statement (Form S-8 No. 333-214444) pertaining to the Stock Options Subscription Plan 2016-1, Restricted Share Award Plan 2016-1, BSA (Warrants) Subscription Plan 2016-1, BSA (Warrants) Subscription Plan 2016-2 and BSA (Warrants) Issuance Agreements dated June 28, 2016 of Sequans Communications S.A;
|
(8)
|
Registration Statement (Form S-8 No. 333-215911) pertaining to the Restricted Share Award Plan 2016-2 Agreement dated June 28, 2016 of Sequans Communications S.A; and
|
|
Registration Statement (Form F-3 No. 333-198758) of Sequans Communications S.A;
|
of our reports dated March 31 2017, with respect to the consolidated financial statements of Sequans Communications S.A. and the effectiveness of internal control over financial reporting of Sequans Communications S.A. included in this Annual Report (Form 20-F) for the year ended December 31, 2016.
|