UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 9, 2024
Techpoint, Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware | 000-55843 | 80-0806545 |
(State or other jurisdiction of incorporation or organization) | Commission File Number: | (I.R.S. Employer |
2550 N. First Street, #550 San Jose, CA USA
| 95131 |
(Address of principal executive offices) | (Zip Code) |
Registrant’s Telephone Number, Including, Area Code: (408) 324-0588
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
| Trading Symbol(s) |
| Name of each exchange on which registered |
Japanese Depositary Shares, each representing one |
| M-6697 |
| Tokyo Stock Exchange (Growth Market) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition
The information under the caption “Non-GAAP Financial Information” in Item 7.01 below is incorporated by reference into this Item 2.02.
Item 7.01 Regulation FD Disclosure.
On August 9, 2024 (Japanese Standard Time), Techpoint, Inc. (together with its wholly-owned subsidiaries, the “Company”, “we”, “us” and “our”) filed with the Tokyo Stock Exchange a Japanese report referred to as “Kessan Tanshin,” which contained the Company’s unaudited financial results for the quarter ended June 30, 2024 (the “Tanshin”).
The information in this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), except as shall be expressly set forth by specific reference in such a filing.
The Tanshin is substantially the same as the Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 for Techpoint, Inc. (the “Company”), except the following supplemental information is provided:
The following table contains the forecasted financial results for the year ending December 31, 2024 (in thousands, except for per share amounts). The Company’s forecasts are made in U.S. dollars:
Year Ending December, 31 |
| Revenue |
|
| Income from operations |
|
| Income before income taxes |
|
| Net income |
|
| Non-GAAP Net Income (1) |
| |||||
2024 |
| $ | 72,206 |
|
| $ | 17,321 |
|
| $ | 19,321 |
|
| $ | 17,196 |
|
| $ | 18,620 |
|
Year Ending December 31, |
| Basic EPS (1) |
|
| Diluted EPS (1) |
|
| Non-GAAP Basic EPS |
|
| Non-GAAP Diluted EPS |
| ||||
2024 |
| $ | 0.94 |
|
| $ | 0.92 |
|
| $ | 1.02 |
|
| $ | 1.00 |
|
Forecast for the Q3 2024
The Company forecasts its revenue for the third quarter to be approximately $18.5 million, an increase of 5.6% year over year and an increase of 10.3% quarter over quarter. Operating profit of Q3 will decrease approximately 17.8% year over year mainly due to the increase of R&D tape-out expense from $0.5 million to $1.4 million. Overall security camera market remains slow due to the ongoing inventory adjustment at customer sites and the decrease of foreign currency reserve in many regions where traditional commercial analog cameras and IP cameras are used in large quantity. On the other hand, the shipping quantity of the Company's current ISP products is increasing and will contribute to the security camera business in the third quarter. On the automotive side, the Company is also seeing a weak demand in the market, but believes the weakness will be offset by the revenue generated by new design-wins for the third quarter. The Company believes that the automotive revenue will remain flat quarter over quarter in the third quarter and should improve in the fourth quarter of this year. The Company is forecasting its Q3 financials as follows.
Revenue: Approximately $18.5 million
Operating Profit: Approximately $4.4 million
Income before taxes: Approximately $5.0 million
GAAP Net Income: Approximately $4.4 million
Non-GAAP Net Income: Approximately $4.7 million
Non-GAAP Basic EPS: Approximately $0.25
Non-GAAP Financial Information - In the Tanshin, the Company presents non-GAAP income from operations and non-GAAP net income based on the exclusion of stock-based compensation expense and the related tax impact.
The following tables contain a reconciliation of the non-GAAP financial measures to the most directly comparable GAAP financial measures (in thousands):
Six Months Ended June 30, 2024 |
| Income |
|
| Net income |
| ||
GAAP |
| $ | 8,462 |
|
| $ | 8,716 |
|
Stock-based compensation expense |
|
| 794 |
|
|
| 794 |
|
Adjustment for taxes (1) |
|
| — |
|
|
| (94 | ) |
Non-GAAP |
| $ | 9,256 |
|
| $ | 9,416 |
|
|
|
|
|
|
|
| ||
(1) Adjustment for taxes based on assumed 11.90% effective tax rate for fiscal 2024 as of June 30, 2024. |
| |||||||
Six Months Ended June 30, 2023 |
| Income |
|
| Net income |
| ||
GAAP |
| $ | 7,436 |
|
| $ | 7,426 |
|
Stock-based compensation expense |
|
| 730 |
|
|
| 730 |
|
Adjustment for taxes (1) |
|
| — |
|
|
| (84 | ) |
Non-GAAP |
| $ | 8,166 |
|
| $ | 8,072 |
|
|
|
|
|
|
|
| ||
(1) Adjustment for taxes based on assumed 11.49% effective tax rate for fiscal 2023 as of June 30, 2023. |
| |||||||
Note on non-GAAP financial information: The Company uses non-GAAP measures of adjusted income from operations and net income, which are adjusted from results based on GAAP to exclude certain expenses. These non-GAAP financial measures are provided to enhance the user’s overall understanding of the Company’s current financial performance and its prospects for the future. Specifically, the Company’s management believes that non-GAAP results provide useful information to the Company’s board of directors, management and investors as these non-GAAP results exclude certain expenses that management believes are not indicative of the Company’s core operating results and can be impacted by factors beyond management’s direct control, such as the market price of the Company’s Japanese Depositary Shares. These non-GAAP results are some of the primary measurements management uses to assess the Company’s performance, allocate resources and plan for future periods. Reported non-GAAP results should only be considered as supplemental to results prepared in accordance with GAAP, and not considered as a substitute for, or superior to, GAAP results. These non-GAAP measures may differ from the non-GAAP measures reported by other companies in the Company’s industry. A reconciliation of non-GAAP guidance measures to corresponding GAAP measures on a forward-looking basis is not available due to high variability and low visibility with respect to the charges which are excluded from these non-GAAP measures.
Audit Procedures:
The Tanshin is not in the scope of audit procedures by the Company’s independent auditors under the Financial Instruments and Exchange Act of Japan. Additionally, as of the date of the Tanshin, audit procedures performed in accordance with the standards of the Public Company Accounting Oversight Board in the United States have yet to be completed. The Company’s independent auditors have not compiled or been involved in the preparation of the forecasted financial results for the year ending December 31, 2024. Accordingly, they assume no responsibility for the accuracy or presentation of this information.
Forward-Looking Statements
The Tanshin and this Current Report on Form 8-K (the “Current Report”) include forward-looking statements that involve a number of risks and uncertainties, many of which are beyond the Company’s control. The Company’s actual results may differ from those anticipated or expressed in these forward-looking statements as a result of various factors, including those set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 filed with the Securities and Exchange Commission, and the differences may be material. All statements other than statements of historical facts contained in the Tanshin and this Current Report, including statements regarding the Company’s future results of operations and financial position, financial forecast, strategy and plans, and its expectations for future operations, are forward-looking statements. The words “anticipate”, “believe,” “continue,” “could,” “design,” “estimate,” “forecast,” “intend,” “may,” “plan,” “project,” “will,” or the negative version of these words and similar expressions are intended to identify forward-looking statements. The Company has based these forward-looking statements largely on its current expectations and projections about future events and trends that it believes may affect its financial condition, results of operations, strategy, short-term and long-term business operations and objectives, and financial needs. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including the following:
• | the Company’s future financial performance, including its revenue, cost of sales and operating expenses; | |
• | the Company’s market opportunity and its ability to effectively manage or sustain growth; | |
• | the Company’s ability to attract and retain end-customers in its current or future target markets; | |
• | the Company’s ability to continue to develop new technologies and obtain and maintain intellectual property rights protecting such technologies; | |
• | the Company’s ability to form and expand partnerships with technology partners and consulting partners; | |
• | the Company’s ability to maintain, protect and enhance its intellectual property; | |
• | the Company’s ability to successfully defend litigation brought against the Company; | |
• | new product releases and timing; | |
• | anticipated trends, key factors and challenges in the Company's business and the competition that it faces; | |
• | the effect of the health epidemics on the Company’s business and the success of any measures it has taken or may take in the future in response thereto; | |
• | laws and regulations applicable to the Company’s business, including the expected impact of restrictions to be imposed by trade regulations; | |
| • | the impact of global shortages in manufacturing capacities; |
• | the Company’s liquidity and working capital requirements; and | |
• | the Company’s expectations regarding future expenses and investments. |
In light of these risks, uncertainties and assumptions the forward-looking events and circumstances discussed in the Tanshin and this Current Report may not occur, and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, it cannot guarantee future results, level of activity, performance or achievements. Any forward-looking statement made by the Company in the Tanshin and this Current Report speaks only as of the date on which it is made. The Company does not intend to update any of these forward-looking statements after the date of the Tanshin and this Current Report, except as required by law.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Techpoint, Inc. | |||
Date: August 9, 2024 | By: | /s/ Fumihiro Kozato | |
Fumihiro Kozato | |||
President and Chief Executive Officer (Principal Executive Officer) | |||