Cover
Cover | 12 Months Ended |
Dec. 31, 2020shares | |
Document Type | 20-F |
Amendment Flag | false |
Document Period End Date | Dec. 31, 2020 |
Document Fiscal Period Focus | FY |
Document Fiscal Year Focus | 2020 |
Current Fiscal Year End Date | --12-31 |
Entity File Number | 001-39115 |
Entity Registrant Name | Wisekey International Holding S.A. |
Entity Central Index Key | 0001738699 |
Entity Incorporation, State or Country Code | V8 |
Entity Well-known Seasoned Issuer | No |
Entity Voluntary Filers | No |
Entity Current Reporting Status | Yes |
Entity Interactive Data Current | Yes |
Entity Filer Category | Non-accelerated Filer |
Entity Emerging Growth Company | true |
Elected Not To Use the Extended Transition Period | false |
Document Annual Report | true |
Document Transition Report | false |
Document Shell Company Report | false |
Entity Shell Company | false |
Common Shares - Class A | |
Entity Common Stock, Shares Outstanding | 40,021,988 |
Common Shares - Class B | |
Entity Common Stock, Shares Outstanding | 42,839,554 |
Consolidated Statement of Compr
Consolidated Statement of Comprehensive Income/(Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Statement [Abstract] | |||
Net sales | $ 14,779 | $ 22,652 | $ 34,280 |
Cost of sales | (8,578) | (12,871) | (17,607) |
Depreciation and production of assets | (736) | (325) | (712) |
Gross profit | 5,465 | 9,456 | 15,961 |
Other operating income | 43 | 180 | 289 |
Research & development expenses | (6,012) | (6,422) | (5,306) |
Selling & marketing expenses | (7,355) | (7,929) | (5,772) |
General & administrative expenses | (10,673) | (15,789) | (14,232) |
Total operating expenses | (23,997) | (29,960) | (25,021) |
Operating loss | (18,532) | (20,504) | (9,060) |
Non-operating income | 1,127 | 1,918 | 2,181 |
Gain on derivative liability | 44 | 214 | 0 |
Gain/(loss) on debt extinguishment | 0 | (233) | 0 |
Interest and amortization of debt discount | (458) | (742) | (150) |
Non-operating expenses | (11,079) | (3,670) | (2,826) |
Loss from continuing operations before income tax expense | (28,898) | (23,017) | (9,855) |
Income tax expense | (9) | (13) | (53) |
Income from continuing operations, net | (28,907) | (23,030) | (9,908) |
Discontinued operations: | |||
Net sales from discontinued operations | 0 | 1,934 | 19,412 |
Cost of sales from discontinued operations | 0 | (791) | (6,196) |
Total operating and non-operating expenses from discontinued operations | 0 | (1,801) | (19,778) |
Income tax recovery from discontinued operations | 0 | 42 | 205 |
Gain on disposal of a business, net of tax on disposal | 0 | 31,100 | 0 |
Income/(loss) on discontinued operations | 0 | 30,484 | (6,357) |
Net income/(loss) | (28,907) | 7,454 | (16,265) |
Less: Net income/(loss) attributable to noncontrolling interests | (248) | (733) | 13 |
Net income/(loss) attributable to WISeKey International Holding AG | $ (28,659) | $ 8,187 | $ (16,278) |
Earnings per share | |||
Earnings from continuing operations per share - Basic | $ (.68) | $ (0.64) | $ (0.29) |
Earnings from continuing operations per share - Diluted | (.68) | (0.64) | (0.29) |
Earnings from discontinued operations per share - Basic | 0 | 0.84 | (0.19) |
Earnings from discontinued operations per share - Diluted | 0 | 0.81 | (0.19) |
Earning per share attributable to WISeKey International Holding AG | |||
Basic | (.67) | 0.23 | (0.48) |
Diluted | $ (.67) | $ 0.23 | $ (0.48) |
Other comprehensive income/(loss), net of tax: | |||
Foreign currency translation adjustments | $ 1,729 | $ 516 | $ 108 |
Change in unrealized gains related to available-for-sale debt securities | 5,385 | 0 | 0 |
Net gain/(loss) arising during period | 1,189 | (2,199) | 287 |
Other comprehensive income/(loss) | 8,303 | (1,683) | 395 |
Comprehensive income/(loss) | (20,604) | 5,771 | (15,870) |
Other comprehensive income/(loss) attributable to noncontrolling interests | (95) | (127) | (23) |
Other comprehensive income/(loss) attributable to WISeKey International Holding AG | 8,398 | (1,556) | 418 |
Comprehensive income/(loss) attributable to noncontrolling interests | (343) | (860) | (10) |
Comprehensive income/(loss) attributable to WISeKey International Holding AG | $ (20,269) | $ 6,631 | $ (15,860) |
Consolidated Balance Sheet
Consolidated Balance Sheet - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets | ||
Cash and cash equivalents | $ 19,650 | $ 12,121 |
Restricted cash, current | 2,113 | 2,525 |
Accounts receivable, net of allowance for doubtful accounts | 2,900 | 3,770 |
Notes receivable from employees | 37 | 0 |
Available-for-sale debt security | 9,190 | 0 |
Inventories | 2,474 | 2,787 |
Contract assets | 0 | 15 |
Prepaid expenses | 649 | 690 |
Deferred charges, current | 836 | 207 |
Other current assets | 814 | 1,469 |
Total current assets | 38,663 | 23,584 |
Noncurrent assets | ||
Restricted cash, noncurrent | 0 | 2,000 |
Notes receivable, noncurrent | 183 | 23 |
Deferred income tax assets | 3 | 6 |
Deferred tax credits | 1,312 | 2,488 |
Property, plant and equipment net of accumulated depreciation | 1,000 | 1,801 |
Intangible assets, net of accumulated amortization | 9 | 600 |
Finance lease right-of-use assets | 246 | 289 |
Operating lease right-of-use assets | 2,502 | 2,780 |
Goodwill | 8,317 | 8,317 |
Deferred charges, noncurrent | 169 | 30 |
Equity securities, at cost | 0 | 7,000 |
Equity securities, at fair value | 301 | 756 |
Other noncurrent assets | 176 | 230 |
Total noncurrent assets | 14,218 | 26,320 |
TOTAL ASSETS | 52,881 | 49,904 |
Current Liabilities | ||
Accounts payable | 13,099 | 10,713 |
Notes payable | 4,115 | 4,104 |
Convertible note payable, current | 5,633 | 3,226 |
Deferred revenue, current | 302 | 89 |
Current portion of obligations under finance lease liabilities | 119 | 103 |
Current portion of obligations under operating lease liabilities | 601 | 556 |
Income tax payable | 3 | 11 |
Derivative liabilities | 0 | 44 |
Other current liabilities | 1,105 | 1,304 |
Total current liabilities | 24,977 | 20,150 |
Noncurrent liabilities | ||
Bond, mortgages, convertible note payable and other long-term debt | 646 | 0 |
Convertible note payable, noncurrent | 3,710 | 0 |
Deferred revenue, noncurrent | 19 | 10 |
Finance lease liabilities, noncurrent | 67 | 169 |
Operating lease liabilities, noncurrent | 1,901 | 2,223 |
Employee benefit plan obligation | 6,768 | 6,880 |
Other deferred tax liabilities | 38 | 25 |
Other noncurrent liabilities | 329 | 3 |
Total noncurrent liabilities | 13,478 | 9,310 |
TOTAL LIABILITIES | 38,455 | 29,460 |
Commitments and contingent liabilities | ||
SHAREHOLDERS' EQUITY | ||
Common stock | $ 2,890 | $ 1,875 |
Share subscription in progress | 1 | 6 |
Treasury stock, at cost (4,783,135 and 1,202,191 shares held) | $ (505) | $ (1,288) |
Additional paid-in capital | 224,763 | 212,036 |
Accumulated other comprehensive income / (loss) | 6,940 | (1,453) |
Accumulated deficit | (217,820) | (189,161) |
Total shareholders' equity (deficit) attributable to WISeKey shareholders | 16,269 | 22,015 |
Noncontrolling interests in consolidated subsidiaries | (1,843) | (1,571) |
Total shareholders'equity | 14,426 | 20,444 |
TOTAL LIABILITIES AND EQUITY | 52,881 | 49,904 |
Common Shares - Class A | ||
SHAREHOLDERS' EQUITY | ||
Common stock | 400 | 400 |
Common Shares - Class B | ||
SHAREHOLDERS' EQUITY | ||
Common stock | $ 2,490 | $ 1,475 |
Consolidated Balance Sheet (Par
Consolidated Balance Sheet (Parenthetical) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 |
Treasury stock | 4,783,135 | 1,202,191 |
Common Shares - Class A | ||
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, authorized | 40,021,988 | 40,021,988 |
Common stock, issued | 40,021,988 | 40,021,988 |
Common stock, outstanding | 40,021,988 | 40,021,988 |
Common Shares - Class B | ||
Common stock, par value | $ 0.05 | $ 0.05 |
Common stock, authorized | 63,234,625 | 41,066,298 |
Common stock, issued | 47,622,689 | 28,824,086 |
Common stock, outstanding | 42,839,554 | 27,621,895 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Shareholders' Equity - USD ($) $ in Thousands | Common Shares - Class A | Common Shares - Class B | Total Share Capital | Treasury Shares | Additional Paid-In Capital | Stock Subscription In Progress | Accumulated Deficit | Accumulated Other Comprehensive Income / (Loss) | Total Stockholders' Equity | Non controlling Interest | Total |
Beginning balance, shares at Dec. 31, 2018 | 40,021,988 | 28,769,797 | |||||||||
Beginning balance, amount at Dec. 31, 2018 | $ 400 | $ 1,472 | $ 1,872 | $ (1,139) | $ 201,373 | $ 0 | $ (197,348) | $ 100 | $ 4,858 | $ (883) | $ 3,975 |
Options exercised, shares | 54,289 | ||||||||||
Options exercised, amount | $ 3 | 3 | 3,375 | 3,378 | 3,378 | ||||||
Stock-based compensation | 5,414 | 6 | 5,420 | 5,420 | |||||||
Changes in treasury shares, amount | (534) | (534) | (534) | ||||||||
Sale of QuoVadis Group | 34 | 34 | 131 | 165 | |||||||
Change in Ownership in WISeKey SA | 29 | (159) | (10) | (140) | 41 | (99) | |||||
Liquidation of subsidiaries | (21) | (21) | (21) | ||||||||
Yorkville SEDA | 296 | 632 | 928 | 928 | |||||||
Crede convertible loan | 549 | 1,075 | 1,624 | 1,624 | |||||||
Yorkville convertible loan | 326 | 326 | 326 | ||||||||
Share buyback program | (489) | (489) | (489) | ||||||||
Net loss | 8,187 | 8,187 | (733) | 7,454 | |||||||
Other comprehensive income/(loss) | (1,556) | (1,556) | (127) | (1,683) | |||||||
Ending balance, shares at Dec. 31, 2019 | 40,021,988 | 28,824,086 | |||||||||
Ending balance, amount at Dec. 31, 2019 | $ 400 | $ 1,475 | 1,875 | (1,288) | 212,036 | 6 | (189,161) | (1,453) | 22,015 | (1,571) | 20,444 |
Common stock issued, shares | 8,261,363 | ||||||||||
Common stock issued, amount | $ 448 | 448 | 448 | 178 | |||||||
Options exercised, shares | 2,537,240 | ||||||||||
Options exercised, amount | $ 126 | 126 | 126 | 126 | |||||||
Stock-based compensation | 393 | (5) | 388 | 388 | |||||||
Changes in treasury shares, shares | 8,000,000 | ||||||||||
Changes in treasury shares, amount | $ 441 | 441 | (439) | 2 | 2 | ||||||
Change in Ownership in WISeKey SA | (29) | (5) | (34) | 71 | 37 | ||||||
Yorkville SEDA | 1,252 | (228) | 1,024 | 1,024 | |||||||
Crede convertible loan | 517 | 2,007 | 2,524 | 2,524 | |||||||
LSI convertible loan | 20 | 1,242 | 1,262 | 1,262 | |||||||
Nice & Green loan | 106 | 8,749 | 8,855 | 8,855 | |||||||
GTO facility | 23 | 593 | 616 | 616 | |||||||
Share buyback program | (696) | (696) | (696) | ||||||||
Net loss | (22,105) | (22,105) | (248) | (28,907) | |||||||
Other comprehensive income/(loss) | 8,844 | 8,844 | (95) | 8,303 | |||||||
Ending balance, shares at Dec. 31, 2020 | 40,021,988 | 47,622,689 | |||||||||
Ending balance, amount at Dec. 31, 2020 | $ 400 | $ 2,490 | $ 2,890 | $ (505) | $ 224,763 | $ 1 | $ (211,266) | $ 7,386 | $ 23,268 | $ (1,843) | $ 14,426 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Cash Flows from operating activities: | |||
Net Income/(loss) | $ (28,907) | $ 7,454 | $ (16,265) |
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | |||
Depreciation of property, plant & equipment | 988 | 821 | 1,437 |
Amortization of intangible assets | 604 | 534 | 2,047 |
Impairment charge | 7,000 | 0 | 0 |
Interest and amortization of debt discount | 458 | 783 | 1,165 |
Loss/(gain) on derivative liability | (44) | (214) | 0 |
Loss on debt extinguishment | 0 | 1,326 | 0 |
Stock-based compensation | 393 | 5,414 | 1,660 |
Bad debt expense | 24 | 99 | 276 |
Inventory obsolescence impairment | 457 | 535 | 284 |
Deferred tax asset write-off | 0 | 0 | 161 |
Income tax expense/(recovery) net of cash paid | 9 | (17) | (152) |
Release of provision | (52) | 0 | (218) |
Expenses settled in equity | 14 | 40 | 1,685 |
Gain on disposal of a business | 0 | (31,100) | 0 |
Other | 455 | 80 | 0 |
Unrealized and non cash foreign currency transactions | 800 | 157 | (201) |
Changes in operating assets and liabilities, net of effects of businesses acquired | |||
Decrease (increase) in accounts receivables | 870 | 1,346 | (2,898) |
Decrease (increase) in inventories | 313 | 1,399 | (722) |
Decrease (increase) in other current assets, net | 46 | (84) | (4,385) |
Decrease (increase) in deferred research & development tax credits, net | 1,176 | 19 | 279 |
Decrease (increase) in other noncurrent assets, net | 53 | (77) | (63) |
Increase (decrease) in accounts payable | 2,386 | (1,765) | (126) |
Increase (decrease) in deferred revenue, current | 213 | 25 | 3,007 |
Increase (decrease) in income taxes payable | (8) | (362) | 349 |
Increase (decrease) in other current liabilities | (199) | (217) | 1,312 |
Increase (decrease) in deferred revenue, noncurrent | 9 | 2,247 | 2,985 |
Increase (decrease) in defined benefit pension liability | 66 | 258 | (109) |
Increase (decrease) in other noncurrent liabilities | 326 | (2,592) | 0 |
Net cash provided by (used in) operating activities | (12,550) | (13,891) | (8,492) |
Cash Flows from investing activities: | |||
Sale/(acquisition) of equity securities | 0 | (4,000) | (3,000) |
Sale/(acquisition) of property, plant and equipment | (52) | (293) | (1,244) |
Sale of a business, net of cash and cash equivalents divested | 0 | 40,919 | 0 |
Acquisition of debt securities or investments | (3,845) | 0 | 0 |
Net cash provided by (used in) investing activities | (3,897) | 36,626 | (4,244) |
Cash Flows from financing activities: | |||
Proceeds from options exercises | 68 | 3,412 | 217 |
Proceeds from issuance of Common Stock | 2,194 | 1,112 | 2,904 |
Proceeds from convertible loan issuance | 22,053 | 2,860 | 3,000 |
Proceeds from debt | 646 | 4,030 | 7,656 |
Repayments of debt | (2,344) | (27,631) | (1,001) |
Payments of debt issue costs | 0 | (42) | 0 |
Repurchase of treasury shares | (1,135) | (1,025) | (900) |
Net cash provided by (used in) financing activities | 21,482 | (17,284) | 11,876 |
Effect of exchange rate changes on cash and cash equivalents | 82 | 41 | (200) |
Cash and cash equivalents | |||
Net increase (decrease) during the period | 5,117 | 5,492 | (1,060) |
Balance, beginning of period | 16,646 | 11,154 | 12,214 |
Balance, end of period | 21,763 | 16,646 | 11,154 |
Reconciliation to balance sheet | |||
Cash and cash equivalents from continuing operations | 19,650 | 12,121 | 9,146 |
Restricted cash, current from continuing operations | 2,113 | 2,525 | 618 |
Restricted cash, noncurrent from continuing operations | 0 | 2,000 | 0 |
Cash and cash equivalents from discontinued operations | 0 | 0 | 1,390 |
Balance, end of period | 21,763 | 16,646 | 11,154 |
Supplemental cash flow information | |||
Cash paid for interest, net of amounts capitalized | 250 | 756 | 772 |
Cash paid for incomes taxes | 46 | 12 | 72 |
Noncash conversion of convertible loans into common stock | 12,946 | 1,771 | 0 |
Restricted cash received for share subscription in progress | 1 | 5 | 2,020 |
Purchase of equity securities | 0 | 0 | (500) |
ROU assets obtained from finance lease | 0 | 321 | 0 |
ROU assets obtained from operating lease | $ 544 | $ 3,768 | $ 0 |
The WISeKey Group
The WISeKey Group | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
The WISeKey Group | WISeKey International Holding AG, together with its consolidated subsidiaries (“ WISeKey Group WISeKey Group The Group develops, markets, hosts and supports a range of solutions that enable the secure digital identification of people, content and objects, by generating digital identities that enable its clients to monetize their existing user bases and at the same time, expand its own eco-system. WISeKey generates digital identities from its current products and services in Cybersecurity Services, IoT (internet of Things), Digital Brand Management and Mobile Security. The Group leads a carefully planned vertical integration strategy through acquisitions of companies in the industry. The strategic objective is to provide integrated services to its customers and also achieve cross-selling and synergies across WISeKey. Through this vertical integration strategy, WISeKey anticipates being able to generate profits in the near future. |
Future operations and going con
Future operations and going concern | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Future operations and going concern | The Group experienced a loss from operations in this reporting period. Although the WISeKey Group does anticipate being able to generate profits in the near future, this cannot be predicted with any certainty. The accompanying consolidated financial statements have been prepared assuming that the Group will continue as a going concern. The Group incurred a net operating loss of USD 18.5 million and had positive working capital of USD 13.7 million as at December 31, 2020, calculated as the difference between current assets and current liabilities. Based on the Group’s cash projections for the next 12 months to March 31, 2022, it will need approximately USD 1 million to fund operations and financial commitments. Historically, the Group has been dependent on equity financing to augment the operating cash flow to cover its cash requirements. Any additional equity financing may be dilutive to shareholders. In the year 2020, the Group secured three loans (see Note 25 for detail): - On March 04, 2020, WISeKey entered into a new convertible loan agreement (the “ Second Yorkville Convertible Loan Yorkville Yorkville Convertible Loan - On March 26, 2020, two members of the Group entered into agreements to borrow funds under the Swiss Government supported COVID-19 Credit Facility (the “ Covid loans - On August 07, 2020, WISeKey entered into Convertible Loan Agreement (the “ New Crede Convertible Loan Crede These loans demonstrate the availability of lenders to support the WISeKey Group in its activities and development. See Note 25 for detail on these loans. On February 08, 2018 the Group entered into a Standby Equity Distribution Agreement (“ SEDA On December 16, 2019, WISeKey entered into a Convertible Term Loan Facility Agreement (the “ LSI Convertible Facility LSI ADSs On May 18, 2020, the Group entered into an Agreement for the Issuance and Subscription of Convertible Notes (the “ Nice & Green Facility Nice & Green On December 08, 2020, WISeKey entered into an Agreement for the Issuance and Subscription of Convertible Notes (the " GTO Facility GTO The SEDA, the LSI Convertible Facility, the Nice & Green Facility and the GTO Facility will be used as a safeguard should there be any additional cash requirements not covered by other types of funding. Based on the foregoing, Management believe it is correct to present these figures on a going concern basis. |
Basis of presentation
Basis of presentation | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of presentation | The consolidated financial statements are prepared in accordance with the Generally Accepted Accounting Principles in the United States of America (“ US GAAP USD |
Summary of significant accounti
Summary of significant accounting policies | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of significant accounting policies | Fiscal Year The Group’s fiscal year ends on December 31. Principles of Consolidation The consolidated financial statements include the accounts of WISeKey and its wholly-owned or majority-owned subsidiaries over which the Group has control. The consolidated comprehensive loss and net loss of non-wholly owned subsidiaries is attributed to owners of the Group and to the noncontrolling interests in proportion to their relative ownership interests. Intercompany income and expenses, including unrealized gross profits from internal group transactions and intercompany receivables, payables and loans have been eliminated. Use of Estimates The preparation of consolidated financial statements in conformity with US GAAP requires management to make certain estimates, judgments and assumptions. We believe these estimates, judgements and assumptions are reasonable, based upon information available at the time they were made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities as of the date of the financial statements as well as the reported amounts of revenues and expenses during the periods presented. To the extent there are differences between these estimates, judgments or assumptions and the actual results, our consolidated financial statements will be affected. In many cases, the accounting treatment of a particular transaction is specifically dictated by US GAAP and does not require management’s judgment in its application. There are also areas in which management’s judgment in selecting from available alternatives would not produce a materially different result. Foreign Currency In general, the functional currency of a foreign operation is the local currency. Assets and liabilities recorded in foreign currencies are translated at the exchange rate on the balance sheet date. Revenue and expenses are translated at average rates of exchange prevailing during the year. The effects of foreign currency translation adjustments are included in stockholders’ equity as a component of accumulated other comprehensive income/loss. The Group's reporting currency is USD. Cash and Cash Equivalents Cash consists of deposits held at major banks that are readily available. Cash equivalents consist of highly liquid investments that are readily convertible to cash and with original maturity dates of three months or less from the date of purchase. The carrying amounts approximate fair value due to the short maturities of these instruments. Accounts Receivable Receivables represent rights to consideration that are unconditional and consist of amounts billed and currently due from customers, and revenues that have been recognized for accounting purposes but not yet billed to customers. The Group extends credit to customers in the normal course of business and in line with industry practices. Allowance for Doubtful Accounts We recognize an allowance for credit losses to present the net amount of receivables expected to be collected as of the balance sheet date. The allowance is based on the credit losses expected to arise over the asset’s contractual term taking into account historical loss experience, customer-specific data as well as forward looking estimates. Expected credit losses are estimated individually. Accounts receivable are written off when deemed uncollectible and are recognized as a deduction from the allowance for credit losses. Expected recoveries, which are not to exceed the amount previously written off, are considered in determining the allowance balance at the balance sheet date. Inventories Inventories are stated at the lower of cost or net realizable value. Costs are calculated using standard costs, approximating average costs. Finished goods and work-in-progress inventories include material, labor and manufacturing overhead costs. The Group records write-downs on inventory based on an analysis of obsolescence or a comparison to the anticipated demand or market value based on a consideration of marketability and product maturity, demand forecasts, historical trends and assumptions about future demand and market conditions. Property, Plant and Equipment Property, plant and equipment are stated at cost, net of accumulated depreciation. Depreciation is computed using the straight-line method based on estimated useful lives which range from 1 to 8 years. Leasehold improvements are amortized over the lesser of the estimated useful lives of the improvements or the lease terms, as appropriate. Property, plant and equipment are periodically reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Intangible Assets Those intangible assets that are considered to have a finite useful life are amortized over their useful lives, which generally range from 1 to 14 years. Each period we evaluate the estimated remaining useful lives of intangible assets and whether events or changes in circumstances require a revision to the remaining periods of amortization or that an impairment review be carried out. As at December 31, 2020 and 2019, all intangible assets held by the Group have been determined to have a finite life. Leases In line with ASC 842, the Group, as a lessee, recognizes right-of-use assets and related lease liabilities on its balance sheet for all arrangements with terms longer than twelve months, and reviews its leases for classification between operating and finance leases. Obligations recorded under operating and finance leases are identified separately on the balance sheet. Assets under finance leases and their accumulated amortization are disclosed separately in the notes. Operating and finance lease assets and operating and finance lease liabilities are measured initially at an amount equal to the present value of minimum lease payments during the lease term, as at the beginning of the lease term. We have elected the short-term lease practical expedient whereby we do not present short-term leases on the consolidated balance sheet as these leases have a lease term of 12 months or less at lease inception and do not contain purchase options or renewal terms that we are reasonably certain to exercise. We have also elected the practical expedients related to lease classification of leases that commenced before the effective date of ASC 842. We adopted ASC 842 as of January 01, 2019 using the cumulative effect adjustment approach. Accordingly, previously reported financial statements, including footnote disclosures, have not been restated to reflect the application of the new standard to all comparative periods presented. Goodwill and Other Indefinite-Lived Intangible Assets: Goodwill and other indefinite-lived intangible assets are not amortized, but are subject to impairment analysis at least once annually. Goodwill is allocated to the reporting unit in which the business that created the goodwill resides. A reporting unit is an operating segment, or a business unit one level below that operating segment, for which discrete financial information is prepared and regularly reviewed by segment management. We review our goodwill and indefinite lived intangible assets annually for impairment, or sooner if events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. We use October 1 st Equity Securities Equity securities are any security representing an ownership interest in an entity or the right to acquire or dispose of an ownership interest in an entity at fixed or determinable prices, in accordance with ASC 321, i.e. investments that do not qualify for accounting as a derivative instrument, an investment in consolidated subsidiaries, or an investment accounted for under the equity method. We account for these investments in equity securities at fair value at the reporting date, except for those investments without a readily determinable fair value where we have elected the measurement at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer, in line with ASC 321. Changes in fair value are accounted for in the income statement as a non-operating income/expense. Available-for-sale debt securities Available-for-sale debt securities are investments in debt securities that have readily determinable fair values and are not classified as trading securities or as held-to-maturity securities. We account for these investments in available-for-sale debt securities at fair value at the reporting date and subject to impairment testing. Other than impairment losses, unrealized gains and losses are reported, net of the related tax effect, in other comprehensive income as change in unrealized gains related to available-for-sale debt securities. Revenue Recognition WISeKey’s policy is to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, WISeKey applies the following steps: - Step 1: Identify the contract(s) with a customer. - Step 2: Identify the performance obligations in the contract. - Step 3: Determine the transaction price. - Step 4: Allocate the transaction price to the performance obligations in the contract. - Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation Revenue is measured based on the consideration specified in a contract with a customer and excludes amounts collected on behalf of third parties. We typically allocate the transaction price to each performance obligation on the basis of the relative standalone selling prices of each distinct good or service promised in the contract. If a standalone price is not observable, we use estimates. The Group recognizes revenue when it satisfies a performance obligation by transferring control over goods or services to a customer. The transfer may be done at a point in time (typically for goods) or over time (typically for services). The amount of revenue recognized is the amount allocated to the satisfied performance obligation. For performance obligations satisfied over time, the revenue is recognized over time, most frequently on a prorata temporis If the Group determines that the performance obligation is not satisfied, it will defer recognition of revenue until it is satisfied. We present revenue net of sales taxes and any similar assessments. The Group delivers products and records revenue pursuant to commercial agreements with its customers, generally in the form of an approved purchase order or sales contract. Where products are sold under warranty, the customer is granted a right of return which, when exercised, may result in either a full or partial refund of any consideration received, or a credit that can be applied against amounts owed, or that will be owed, to WISeKey. For any amount received or receivable for which we do not expect to be entitled to because the customer has exercised its right of return, we recognize those amounts as a refund liability. Contract Assets Contract assets consists of accrued revenue where WISeKey has fulfilled its performance obligation towards the customer but the corresponding invoice has not yet been issued. Upon invoicing, the asset is reclassified to trade accounts receivable until payment. Deferred Revenue Deferred revenue consists of amounts that have been invoiced and paid but have not been recognized as revenue. Deferred revenue that will be realized during the succeeding 12-month period is recorded as current and the remaining deferred revenue recorded as non-current. This would relate to multi-year certificates or licenses. Contract Liability Contract liability consists of either: - amounts that have been invoiced and not yet paid, nor recognized as revenue. Upon payment, the liability is reclassified to deferred revenue if the amounts still have not been recognized as revenue. Contract liability that will be realized during the succeeding 12-month period is recorded as current and the remaining contract liability recorded as non-current. This would relate to multi-year certificates or licenses. - advances from customers not supported by invoices. Sales Commissions Sales commission expenses where revenue is recognized are recorded in the period of revenue recognition. Cost of Sales Our cost of sales consists primarily of expenses associated with the delivery and distribution of our services and products. These include expenses related to the license to the Global Cryptographic ROOT Key, the global Certification authorities as well as the digital certificates for people, servers and objects, expenses related to the preparation of our secure elements and the technical support provided on the Group's ongoing production and on the ramp-up phase, including materials, labor, test and assembly suppliers, and subcontractors, freights costs, as well as the amortization of probes, wafers and other items that are used in the production process. Research and Development and Software Development Costs All research and development costs and software development costs are expensed as incurred. Advertising Costs All advertising costs are expensed as incurred. Pension Plan The Group maintains four defined benefit post retirement plans: - one that covers all employees working for WISeKey SA in Switzerland, - one that covers all employees working for WISeKey International Holding Ltd. in Switzerland, - one for the French employees of WISeKey Semiconductors SAS, and - one for the French employees of WISeCoin R&D Lab SAS. In accordance with ASC 715-30, Defined Benefit Plans – Pension, Stock-based Compensation Stock-based compensation costs are recognized in earnings using the fair-value based method for all awards granted. Fair values of options and awards granted are estimated using a Black-Scholes option pricing model. The model’s input assumptions are determined based on available internal and external data sources. The risk-free rate used in the model is based on the Swiss treasury rate for the expected contractual term. Expected volatility is based on historical volatility of WIHN class B shares. Compensation costs for unvested stock options and awards are recognized in earnings over the requisite service period based on the fair value of those options and awards at the grant date. Nonemployee share-based payment transactions are measured by estimating the fair value of the equity instruments that an entity is obligated to issue and the measurement date will be consistent with the measurement date for employee share-based payment awards (i.e., grant date for equity-classified awards). Income Taxes Taxes on income are accrued in the same period as the revenues and expenses to which they relate. Deferred taxes are calculated on the temporary differences that arise between the tax base of an asset or liability and its carrying value in the balance sheet of our companies prepared for consolidation purposes, with the exception of temporary differences arising on investments in foreign subsidiaries where WISeKey has plans to permanently reinvest profits into the foreign subsidiaries. Deferred tax assets on tax loss carry-forwards are only recognized to the extent that it is “more likely than not” that future profits will be available and the tax loss carry-forward can be utilized. Changes to tax laws or tax rates enacted at the balance sheet date are taken into account in the determination of the applicable tax rate provided that they are likely to be applicable in the period when the deferred tax assets or tax liabilities are realized. WISeKey is required to pay income taxes in a number of countries. WISeKey recognizes the benefit of uncertain tax positions in the financial statements when it is more likely than not that the position will be sustained on examination by the tax authorities. The benefit recognized is the largest amount of tax benefit that is greater than 50 percent likely of being realized on settlement with the tax authority, assuming full knowledge of the position and all relevant facts. WISeKey adjusts its recognition of these uncertain tax benefits in the period in which new information is available impacting either the recognition or measurement of its uncertain tax positions. Research Tax Credits Research tax credits are provided by the French government to give incentives for companies to perform technical and scientific research. Our subsidiary WISeKey Semiconductors SAS is eligible to receive such tax credits. These research tax credits are presented as a reduction of Research & development expenses in the income statement when companies that have qualifying expenses can receive such grants in the form of a tax credit irrespective of taxes ever paid or ever to be paid, the corresponding research and development efforts have been completed and the supporting documentation is available. The credit is deductible from the entity’s income tax charge for the year or payable in cash the following year, whichever event occurs first. The tax credits are included in noncurrent deferred tax credits in the balance sheet in line with ASU 2015-17. Earnings per Share Basic earnings per share are calculated using WISeKey International Holding AG’s weighted-average outstanding common shares. When the effects are not antidilutive, diluted earnings per share is calculated using the weighted-average outstanding common shares and the dilutive effect of stock options as determined under the treasury stock method. Segment Reporting Our chief operating decision maker, who is also our Chief Executive Officer, regularly reviews information collated into two segments for purposes of allocating resources and assessing budgets and performance. We report our financial performance based on this segment structure described in Note 35. Recent Accounting Pronouncements Adoption of new FASB Accounting Standard in the current year – Prior-Year Financial Statements not restated: In 2020, the Group adopted ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement The following disclosure requirements were removed from Topic 820: · The amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy; The policy for timing of transfers between levels; · The valuation processes for Level 3 fair value measurements;. The following disclosure requirements were added to Topic 820: · The changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements held at the end of the reporting period; and the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. For certain unobservable inputs, an entity may disclose other quantitative information (such as the median or arithmetic average) in lieu of the weighted average if the entity determines that other quantitative information would be a more reasonable and rational method to reflect the distribution of unobservable inputs used to develop Level 3 fair value measurements. There was no material impact on the Group’s disclosures in 2020 upon adoption of the new standard. As of January 1, 2020, the Group adopted Accounting Standards Update ASU 2016-13, Financial Instruments - Credit Losses, which requires the measurement of expected lifetime credit losses, rather than incurred losses, for financial instruments held at the reporting date based on historical experience, current conditions and reasonable forecasts. There was no material impact on the Group's results upon adoption of the standard. The Group also adopted ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments—Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments, Codification improvements, which clarifies and improves areas of guidance related to the recently issued standards on credit losses, hedging, and recognition and measurement of financial instruments to ASU 2016-01, 2016-13 & 2017-12. Since issuance of these standards, the FASB has identified areas that need clarification and correction, resulting in changes similar to those issues under its ongoing Codification improvements. There was no material impact on the Group’s results of operations in 2020 upon adoption of the new standard. New FASB Accounting Standard to be adopted in the future: In August 2018, The FASB issued ASU 2018-14, Compensation—Retirement Benefits—Defined Benefit Plans—General (Subtopic 715-20): Disclosure Framework—Changes to the Disclosure Requirements for Defined Benefit Plans. Summary: ASU 2018-14 applies to all employers that sponsor defined benefit pension or other postretirement plans. The amendments modify the disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans. ASU 2018-14 deletes the following disclosure requirements: The amounts in accumulated other comprehensive income expected to be recognized as components of net periodic benefit cost over the next fiscal year; the amount and timing of plan assets expected to be returned to the employer; related party disclosures about the amount of future annual benefits covered by insurance and annuity contracts and significant transactions between the employer or related parties and the plan. For public entities, the effects of a one-percentage-point change in assumed health care cost trend rates on the (a) aggregate of the service and interest cost components of net periodic benefit costs and (b) benefit obligation for postretirement health care benefits. ASU 2018-14 adds/clarifies disclosure requirements related to the following: The weighted-average interest crediting rates for cash balance plans and other plans with promised interest crediting rates; An explanation of the reasons for significant gains and losses related to changes in the benefit obligation for the period; The projected benefit obligation (PBO) and fair value of plan assets for plans with PBOs in excess of plan assets; The accumulated benefit obligation (ABO) and fair value of plan assets for plans with ABOs in excess of plan assets. Effective Date: The amendments are effective for fiscal years ending after December 15, 2020 for public business entities. Early adoption is permitted. The Group expects to adopt all of the aforementioned guidance when effective. Management does not expect the aforementioned guidance to have an impact on its consolidated financial statements, other than the required changes in disclosures. In December 2019, The FASB issued Accounting Standards Update (ASU) no 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (the ASU), as part as part of its overall simplification initiative to reduce costs and complexity of applying accounting standards while maintaining or improving the usefulness of the information provided to users of financial statements. The FASB’s amendments primarily impact ASC 740, Income Taxes, and may impact both interim and annual reporting periods. It eliminates the need for an organization to analyze whether the following apply in a given period: • Exception to the incremental approach for intraperiod tax allocation; • Exceptions to accounting for basis differences when there are ownership changes in foreign investments; and • Exception in interim period income tax accounting for year-to-date losses that exceed anticipated losses. The ASU also improves financial statement preparers’ application of income tax-related guidance and simplifies GAAP for: • Franchise taxes that are partially based on income; • Transactions with a government that result in a step up in the tax basis of goodwill; • Separate financial statements of legal entities that are not subject to tax; and • Enacted changes in tax laws in interim periods. Effective Date: The amendments related to ASU 2019-12 are effective for public business entities for annual reporting periods beginning after December 15, 2020, and interim periods within those reporting periods. Early adoption is permitted in any interim or annual period, with any adjustments reflected as of the beginning of the fiscal year of adoption. The Company expects to adopt all of the aforementioned guidance when effective. Management is assessing the impact of the aforementioned guidance on its consolidated financial statements but does not expect it to have a material impact. In January 2020, the FASB issued Accounting Standards Update (ASU) no 2020-01, Investments- Equity securities (Topic 321), Investments – equity method and joint ventures (Topic 323), and derivatives and hedging (topic 815). Summary: ASU 2020-01 provides additional guidance as a result of the adoption of ASU 2016-01, which added Topic 321, Investments – Equity Securities and provided an entity with the option to measure certain equity securities without a readily determinable fair value at cost, minus impairment. ASU 2020-01 amended the current guidance. In particular, the FASB clarified that entities seeking to apply the measurement alternative found in Topic 321 should first consider whether there are observable transactions that would require the reporting entity to either apply or discontinue the equity method of accounting in accordance with Topic 323. With respect to certain forward contracts and purchase options, the FASB explained an entity should not consider whether the underlying securities would be accounted for under Topic 323 or the fair value option found in Topic 825 upon the settlement of the contract or purchase option. Entities should instead consider the characteristics of these contracts and options based on the guidance found in 815-10-15-141 to determine the appropriate accounting treatment. Effective Date: The amendments related to ASU 2020-01 are effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. Early adoption is permitted for public business entities for periods in which financial statements have not been issued and for other entities in periods in which financial statements are not yet available for issuance. The Company expects to adopt all of the aforementioned guidance when effective. Management is assessing the impact of the aforementioned guidance on its consolidated financial statements but does not expect it to have a material impact. In August 2020, the FASB issued Accounting Standards Update (ASU) no 2020-06, 'Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. Summary: ASU 2020-06 simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument and more convertible preferred stock as a single equity instrument with no separate accounting for embedded conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for it. The ASU also simplifies the diluted earnings per share (EPS) calculation in certain areas. Effective Date: ASU No. 2020-06 is effective for public business entities that meet the definition of a Securities and Exchange Commission (SEC) filer, excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, the standard will be effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption will be permitted. The Company expects to adopt all of the aforementioned guidance when effective. Management is assessing the impact of the aforementioned guidance on its consolidated financial statements but does not expect it to have a material impact. In October 2020, the FASB issued Accounting Standards Update (ASU) no 2020-10, Codifications improvements. Summary: ASU 2020-10 further clarify and improve the Codification by codifying all guidance that requires or provides the option for an entity to disclose information within the footnotes. This clarification is meant to reduce the likelihood of a preparer missing required disclosure requirements. While the amendments do not introduce new topics or subtopics or change existing GAAP, all entities should review the changes found in the ASU to assess the impact it may have on their financial reporting requirements. Effective date: Amendments in ASU 2020-10 are effective for public business entities for fiscal years beginning after December 15, 2020. Early adoption is permitted for all financial statements not yet issued for public business entities. The amendments should be applied on a retrospective basis as of the beginning of the period including the adoption date. The Company expects to adopt all of the aforementioned guidance when effective. Management is assessing the impact of the aforementioned guidance on its consolidated financial statements but does not expect it to have a material impact. |
Concentration of credit risks
Concentration of credit risks | 12 Months Ended |
Dec. 31, 2020 | |
Risks and Uncertainties [Abstract] | |
Concentration of credit risks | Financial instruments that are potentially subject to credit risk consist primarily of cash and cash equivalents and trade accounts receivable. Our cash is held with large financial institutions. Management believes that the financial institutions that hold our investments are financially sound and accordingly, are subject to minimal credit risk. Deposits held with banks may exceed the amount of insurance provided on such deposits. The Group sells to large, international customers and, as a result, may maintain individually significant trade accounts receivable balances with such customers during the year. We generally do not require collateral on trade accounts receivable. Summarized below are the clients whose revenue were 10% or higher than the respective total consolidated net sales for fiscal years 2020, 2019 and 2018, and the clients whose trade accounts receivable balances were 10% or higher than the respective total consolidated trade accounts receivable balance for fiscal years 2020 and 2019: Revenue concentration Receivables concentration Year to December 31, 2020 Year to December 31, 2019 Year to December 31, 2018 As at December 31, 2020 As at December 31, 2019 IoT operating segment Multinational electronics contract manufacturing company 18% 12% 8% 14% 19% International luxury watch company 0% 6% 2% 2% 13% International packaging solutions, technology and chips 8% 11% 3% 2% 0% International equipment and software manufacturer 0% 2% 0% 0% 11% |
Fair value measurements
Fair value measurements | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair value measurements | ASC 820 establishes a three-tier fair value hierarchy for measuring financial instruments, which prioritizes the inputs used in measuring fair value. These tiers include: · Level 1, defined as observable inputs such as quoted prices in active markets; · Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and · Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. As at December 31, 2020 As at December 31, 2019 Far value level USD'000 Carrying amount Fair value Carrying amount Fair value Note ref. Nonrecurring fair value measurements Accounts receivable 2,900 2,900 3,770 3,770 3 9 Notes receivable from related parties 37 37 - - 3 Notes receivable, noncurrent 183 183 23 23 3 13 Equity securities, at cost - - 7,000 7,000 3 19 Accounts payable 13,099 13,099 10,713 10,713 3 22 Notes payable 4,115 4,115 4,104 4,104 3 23 Convertible note payable, current 5,633 5,633 3,226 3,226 3 25 Convertible note payable, noncurrent 3,710 3,710 - - 3 25 Recurring fair value measurements Available-for-sale debt security 9,190 9,190 - - 1 10 Equity securities, at fair value 301 301 756 756 1 20 Derivative liabilities, current - - 44 44 3 6 In addition to the methods and assumptions we use to record the fair value of financial instruments as discussed in the Fair Value Measurements section above, we used the following methods and assumptions to estimate the fair value of our financial instruments: - Accounts receivable – carrying amount approximated fair value due to their short-term nature. - Notes receivable from related parties – carrying amount approximated fair value due to their short-term nature. - Notes receivable, noncurrent- carrying amount approximated fair value because time-value considerations are immaterial to the accounts. - Equity securities, at cost - no readily determinable fair value, measured at cost minus impairment. - Accounts payable – carrying amount approximated fair value due to their short-term nature. - Notes payable – carrying amount approximated fair value due to their short-term nature. - Convertible note payable current and noncurrent- carrying amount approximated fair value. - Available-for-sale debt security - fair value remeasured as at reporting period. - Equity securities, at fair value - fair value remeasured as at reporting period. - Derivative liabilities, current - fair value remeasured as at reporting period. Derivative liabilities In 2020, the Group held one derivative instrument which was measured at estimated fair value on a recurring basis and linked to the conversion option originally embedded in the convertible loan signed with Yorkville on June 27, 2019 (the “ First Yorkville Convertible Loan The Second Yorkville Convertible Loan has a maturity date of April 30, 2021. It contains a conversion option into WIHN Class B shares at the election of the Yorkville covering any amount outstanding (principal and/or interests) that may be settled. The exercise price is set at CHF 3.00 with antidilution provision adjustments as further described in Note 25. In line with ASU 2014-16, both the First Yorkville Convertible Loan and the Second Yorkville Convertible Loan were assessed as a hybrid instrument, being a debt instrument with an equity-linked component (the conversion option). Per ASC 815-10, the embedded conversion option met the definition of a derivative and was accounted for separately. The hosting debt instruments were recorded using the residual method. The derivative component (the conversion option) was fair valued using a binomial lattice model, building in quoted market prices of WIHN class B shares on the SIX Swiss Stock Exchange, and inputs such as time value of money, volatility, and risk-free interest rate. It was valued at inception of the First Yorkville Convertible Loan on June 27, 2019 at USD 257,435 and revalued at fair value at each reporting date in line with ASC 815-15-30-1. At inception of the Second Yorkville Convertible Loan on March 04, 2020, following the modification accounting detailed in Note 25, the derivative liability was fair valued at USD nil. In 2020, WISeKey made one final cash repayment of the principal amounting to USD 37,392 for the First Yorkville Convertible Loan. This repayment did not result in any gain or loss on derivative because the derivative was fair valued at USD nil at that date. In 2020, WISeKey made twelve repayments in cash of the Second Yorkville Convertible Loan as per below. These repayments did not result in any gain or loss on derivative because the derivative was fair valued at USD nil at all repayment and reporting dates. - On April 16, 2020, WISeKey repaid USD 259,250 of the principal. - On May 15, 2020, WISeKey repaid USD 256,417 of the principal. - On May 29, 2020, WISeKey repaid USD 125,000 of the principal. - On June 16, 2020, WISeKey repaid USD 125,000 of the principal. - On June 30, 2020, WISeKey repaid USD 50,073 of the principal. - On July 15, 2020, WISeKey repaid USD 139,152 of the principal. - On July 16, 2020, WISeKey repaid USD 59,043 of the principal. - On August 05, 2020, WISeKey repaid USD 272,546 of the principal. - On September 09, 2020, WISeKey repaid USD 270,539 of the principal. - On September 30, 2020, WISeKey repaid USD 250,000 of the principal. - On October 30, 2020, WISeKey repaid USD 250,000 of the principal. - On November 30, 2020, WISeKey repaid USD 250,000 of the principal. The derivative component was measured at fair value at the reporting date at USD nil. Therefore, for the year ended December 31, 2020, WISeKey recorded in the income statement, a net gain on derivative of USD 43,655 and a net debt discount amortization expense of USD 280,736. Derivative liabilities USD'000 Balance as at December 31, 2018 - Fair value of the derivative instrument (conversion option) 258 Gain on derivative recognized as a separate line in the statement of loss (214) Balance as at December 31, 2019 44 Fair value of the derivative instrument (conversion option) - Gain on derivative recognized as a separate line in the statement of loss (44) Balance as at December 31, 2020 - |
Cash and cash equivalents
Cash and cash equivalents | 12 Months Ended |
Dec. 31, 2020 | |
Cash and Cash Equivalents [Abstract] | |
Cash and cash equivalents | Cash consists of deposits held at major banks. |
Restricted cash
Restricted cash | 12 Months Ended |
Dec. 31, 2020 | |
Restricted Cash [Abstract] | |
Restricted cash | Restricted cash as at December 31, 2020 is made up of: - USD 2.0 million of the consideration for the sale of WISeKey (Bermuda) Holding Ltd (formerly named QV Holdings Ltd) and its affiliates (together “QuoVadis”) in 2019, which is held in an escrow account, and to be released in an amount of up to USD 2.0 million on January 16, 2021 (see Note 40 Subsequent events), and - A balance of CHF 100,000 (USD 113,085) held by the 51% owned subsidiary WiseAI AG, and corresponding to the payment of the share capital at incorporation which is being held on a blocked account. |
Accounts receivable
Accounts receivable | 12 Months Ended |
Dec. 31, 2020 | |
Receivables [Abstract] | |
Accounts receivable | The breakdown of the accounts receivable balance is detailed below: As at December 31, As at December 31, USD'000 2020 2019 Trade accounts receivable 2,608 3,643 Allowance for doubtful accounts (42) (25) Accounts receivable from shareholders 14 - Accounts receivable from other related parties 95 119 Accounts receivable from underwriters, promoters, and employees 1 - Other accounts receivable 224 33 Total accounts receivable net of allowance for doubtful accounts 2,900 3,770 As at December 31, 2020, accounts receivable from shareholders consisted of a receivable from Dourgam Kummer, a former Board member of the Group and shareholder, relating to outstanding employee social charges for the exercise of ESOP options granted in 2019 (see Notes 32 and 39). As at December 31, 2020, accounts receivable from other related parties consisted of a receivable from OISTE in relation to the facilities and personnel hosted by WISeKey SA on behalf of OISTE. (see Note 39). |
Available-for-sale debt securit
Available-for-sale debt security | 12 Months Ended |
Dec. 31, 2020 | |
Debt Securities, Available-for-sale [Abstract] | |
Available-for-sale debt security | Convertible Loan with arago On August 11, 2020 WISeKey entered into a convertible loan agreement with arago GmbH (“ arago arago First Convertible Loan arago Second Convertible Loan Per arago Second Convertible Loan, WISeKey intends to acquire 5% of arago’s fully diluted share capital against an investment of CHF 5 million made up of the CHF 1 million paid on August 12, 2020 and four monthly installments of CHF 1 million starting September 18, 2020. The arago Second Convertible Loan bore an interest of 5% per annum, did not contain any lender’s fees, and had no maturity date. WISeKey or arago could request conversion of the arago Second Convertible Loan into arago shares representing 5% of arago’s fully diluted share capital once the full CHF 5 million was paid by WISeKey, or, should WISeKey terminate the agreement, the conversion shall take place within the next financing round of arago. On September 21, 2020, WISeKey made a payment of CHF 1 million. On October 09, 2020, WISeKey terminated the arago Second Convertible Loan and signed a new convertible loan agreement with arago on November 18, 2020 (the “ arago Third Convertible Loan Per arago Third Convertible Loan, WISeKey intends to acquire 51% of arago’s fully diluted share capital against (i) an investment of CHF 5 million made up of the CHF 1 million paid on August 12, 2020, the CHF 1 million paid on September 21, 2020 and three monthly installments of CHF 1 million starting November 20, 2020 subject to adjustment in accordance with arago’s working capital needs, and (ii) a guarantee on arago’s existing indebtedness. The arago Third Convertible Loan bore an interest of 5% per annum, did not contain any lender’s fees, and had no maturity date. WISeKey can request conversion of the arago Third Convertible Loan into arago shares representing 51% of arago’s fully diluted share capital at any time provided that the full CHF 5 million was paid by WISeKey and that WISeKey pays the nominal value of the newly issued shares in cash. In case WISeKey has not exercised its conversion right by December 31, 2020, arago can request the conversion at any time. WISeKey made three payments under the arago Third Convertible Loan as follows: - CHF 600,000 on November 20, 2020, - CHF 400,000 on December 01, 2020, and - CHF 400,000 on December 22, 2020 out of which arago returned EUR 300,000 (CHF 324,708 at historical rate) unrequired funds on December 30, 2020. Therefore, as at December 31, 2020, WISeKey had paid a total of CHF 3,075,292 (USD 3,477,682) to arago under the arago Third Convertible Loan. To determine the appropriate accounting treatment for our convertible debt investment, we performed a variable interest entity (“VIE”) analysis and concluded that arago does not meet the definition of a VIE. After we reviewed all of the terms of the investment, we concluded the appropriate accounting treatment to be that of an available-for-sale debt security. The investment is carried at fair value with unrealized holding gains and losses excluded from earnings and reported in other comprehensive income. We estimate the fair value of our investment at each reporting date by utilizing an option pricing model, as well as a present value of expected cash flows from the debt security utilizing the risk-free rate and the estimated credit spread as of the valuation date as the discount rate. The valuation analysis utilizes certain key assumptions such as the estimated credit spread, the expected life of the option, and the valuation of arago all of which are significant unobservable inputs and thus represent a Level 3 measurement within the fair value hierarchy. The use of alternative estimates and assumptions could increase or decrease the estimated fair value of the investment, which would result in different impacts to our consolidated balance sheet and comprehensive income. Actual results may differ from our estimates. The fair value of the convertible debt investment is recorded in debt securities, at fair value on our consolidated balance sheets. The table below sets forth the changes in the balance of the convertible debt investment for the years ended December 31, 2020 and 2019. Available-for sale debt security USD'000 Balance as at December 31, 2018 - Balance as at December 31, 2019 - Available-for sale debt security acquired in the year 3,805 Change in unrealized gains related to available-for-sale debt securities recorded in other comprehensive income 5,385 Balance as at December 31, 2020 9,190 |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2020 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories consisted of the following: As at December 31, As at December 31, USD'000 2020 2019 Raw materials 543 636 Work in progress 1,931 2,151 Total inventories 2,474 2,787 In the years ended December 31, 2020, 2019 and 2018, the Group recorded inventory obsolescence charges in the income statement of respectively USD 156,188 USD 26,249 and USD 90,567 on raw materials, and USD 301,215 USD 508,938 and USD 193,213 on work in progress. |
Other current assets
Other current assets | 12 Months Ended |
Dec. 31, 2020 | |
Other Assets [Abstract] | |
Other current assets | Other current assets consisted of the following: As at December 31, As at December 31, USD'000 2020 2019 Value-Added Tax Receivable 762 1,449 Advanced payment to suppliers 43 7 Deposits, current 5 9 Other currrent assets 4 4 Total other current assets 814 1,469 |
Notes receivable, noncurrent
Notes receivable, noncurrent | 12 Months Ended |
Dec. 31, 2020 | |
Receivables [Abstract] | |
Notes receivable, noncurrent | Notes receivable, noncurrent consisted of the following: As at December 31, As at December 31, USD'000 2020 2019 Long-term receivable from, and loan, to shareholders 144 - Long-term receivable from, and loan to, other related parties 39 23 Total notes receivable, noncurrent 183 23 As at December 31, 2020, the noncurrent notes receivable were made up of: - several loans to employees who are shareholders in relation to the outstanding employee social charges and tax deducted at source for the exercise of their ESOP options (see Note 32). These loans do not bear interest. The total loan amount as at December 31, 2020 was CHF 127,521 (USD 144,207). - several loans to employees in relation to the outstanding employee social charges for the exercise of their ESOP options (see Note 32). These loans do not bear interest. The total loan amount as at December 31, 2020 was CHF 34,640 (USD 39,172). As at December 31, 2019, the noncurrent notes receivable consisted of a loan to an employee for CHF 21,780 (USD 22,504), corresponding to the monthly loan amounts of CHF 2,420 per month from April 01, 2019 until December 31, 2019. The loan bears an interest rate of 0.5% per annum. The loan and accrued interest are to be repaid in full on or before December 31, 2021. In exchange for the loan, the employee has pledged the 60,000 ESOP options that he holds on WIHN class B shares (see Note 32).This loan was reclassified as current as at December 31, 2020. |
Deferred tax credits
Deferred tax credits | 12 Months Ended |
Dec. 31, 2020 | |
Deferred Income Taxes and Tax Credits [Abstract] | |
Deferred tax credits | Deferred tax credits consisted of the following: As at December 31, As at December 31, USD'000 2020 2019 Deferred research & development tax credits 1,311 2,487 Deferred other tax credits 1 1 Total deferred tax credits 1,312 2,488 WISeKey Semiconductors SAS and WISeCoin France R&D Lab SAS are eligible for Research tax credits provided by the French government (see Note 4 Summary of significant accounting policies). As at December 31, 2020, and 2019, the receivable balances in respect of these Research tax credits were respectively USD 560,162 and USD 1,934,539 for WISeKey Semiconductors SAS, and USD 750,523 and USD 552,067 for WISeCoin France R&D Lab SAS. The credit is deductible from the entity’s income tax charge for the year or payable in cash the following year, whichever event occurs first. |
Property, plant and equipment
Property, plant and equipment | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property, plant and equipment | Property, plant and equipment, net consisted of the following. As at December 31, As at December 31, USD'000 2020 2019 Machinery & equipment 3,925 4,029 Office equipment and furniture 2,900 2,505 Computer equipment and licences 1,171 1,069 Total property, plant and equipment gross 7,996 7,603 Accumulated depreciation for: Machinery & equipment (3,290) (2,508) Office equipment and furniture (2,573) (2,270) Computer equipment and licences (1,133) (1,024) Total accumulated depreciation (6,996) (5,802) Total property, plant and equipment from continuing operations, net 1,000 1,801 Depreciation charge from continuing operations for the year 988 821 The depreciation charge from continuing operations for the year 2018 was USD 855,163. In 2020, WISeKey did not identify any events or changes in circumstances indicating that the carrying amount of any asset may not be recoverable. As a result, WISeKey did not record any impairment charge on Property, plant and equipment in the year 2020. The useful economic life of property plant and equipment is as follow: · Office equipment and furniture: 2 to 5 years · Production masks 5 years · Production tools 3 years · Licenses 3 years · Software 1 year |
Intangible assets
Intangible assets | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible assets | Intangible assets and future amortization expenses consisted of the following: As at December 31, As at December 31, USD'000 2020 2019 Trademarks 142 130 Patents 2,281 2,281 License agreements 11,626 10,758 Other intangibles 6,641 6,152 Total intangible assets gross 20,690 19,321 Accumulated amortization for: Trademarks (142) (129) Patents (2,281) (1,683) License agreements (11,617) (10,757) Other intangibles (6,641) (6,152) Total accumulated amortization (20,681) (18,721) Total intangible assets from continuing operations, net 9 600 Amortization charge from continuing operations for the year 604 534 The amortization charge from continuing operations for the year 2018 was USD 459,575. The useful economic life of intangible assets is as follow: · Trademarks: 5 to 10 years · Patents 5 to 10 years · License agreements: 3 to 5 years · Other intangibles: 5 to 10 years Future amortization charges are detailed below: Future estimated aggregate amortization expense from continuing operations Year USD'000 2021 5 2022 3 2023 1 Total intangible assets, net 9 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Leases | WISeKey has historically entered into a number of lease arrangements under which it is the lessee. As at December 31, 2020, WISeKey holds one finance lease for IT equipment in our datacenter, 9 operating leases, and 4 short-term leases. One of its short-term leases is for a vehicle, whilst all other short-term and operating leases relate to premises. We do not sublease. All of our operating leases include multiple optional renewal periods which are not reasonably certain to be exercised. The finance lease contains an option to purchase the assets at the end of the lease which we have assumed will be exercised and so has been included in the calculation of the right of use asset and lease liability. We have elected the short-term lease practical expedient related to leases of various premises and equipment. We have elected the practical expedients related to lease classification of leases that commenced before the effective date of ASC 842. In the years 2020, 2019, and 2018 we recognized rent expenses associated with our leases as follows: 12 months ended December 31, 12 months ended December 31, 12 months ended December 31, USD'000 2020 2019 2018 Finance lease cost: Amortization of right-of-use assets 66 31 - Interest on lease liabilities 12 8 - Operating lease cost: Fixed rent expense 602 567 561 Short-term lease cost 22 63 61 Net lease cost 702 669 622 Lease cost - Cost of sales - - - Lease cost - General & administrative expenses 702 669 622 Net lease cost 702 669 622 In the years 2020 and 2019, we had the following cash and non-cash activities associated with our leases: As at December 31, As at December 31, USD'000 2020 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from finance leases 106 47 Operating cash flows from operating leases 632 550 Financing cash flows from finance leases 12 8 Non-cash investing and financing activities : Net lease cost 702 669 Additions to ROU assets obtained from: New finance lease liabilities* - 321 New operating lease liabilities* 544 3,768 *In line with the new standard ASC 842 “Leases” and its transition guidance, we considered all leases as new leases in 2019. As at December 31, 2020, future minimum annual lease payments were as follows: USD'000 USD'000 USD'000 USD'000 Year Operating Short-term Finance Total 2021 629 4 125 759 2022 449 - 64 513 2023 357 - - 357 2024 357 - - 357 2025 and beyond 1,201 1,200 Total future minimum operating and short-term lease payments 2,993 4 189 3,186 Less effects of discounting (491) - (3) (494) Less effects of practical expedient - (4) - (4) Lease liabilities recognized 2,502 - 186 2,688 In line with ASU 2018-11, future minimum lease payments under legacy ASC 840 are disclosed in the table below: Year USD'000 2021 759 2022 513 2023 357 2024 357 2025 and beyond 1,200 Total future minimum operating and short-term lease payments 3,186 Less effects of discounting (498) Lease liabilities recognized 2,688 As of December 31, 2020, the weighted-average remaining lease term was 1.5 years for our finance lease and 6.58 years for operating leases. For our finance lease, the implicit rate was calculated as 5.17%. For our operating leases and because we generally do not have access to the implicit rate in the lease, we calculated an estimate rate based upon the estimated incremental borrowing rate of the entity holding the lease. The weighted average discount rate associated with operating leases as of December 31, 2020 was 3.09%. |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | We test goodwill for impairment annually on October 1st, or as and when indicators of impairment arise. As at October 01, 2020, the fair value of the net assets of the reporting unit concerned by goodwill was superior to the carrying value of the net assets and goodwill allocated. After October 01, 2020, there were no impairment indicators identified triggering a new impairment test. Therefore, no impairment loss was recorded in 2020. An impairment review has been conducted for the item of goodwill allocated to the reporting unit (“ RU USD'000 IoT Segment mPKI Segment Total Goodwill balance as at December 31, 2018 8,317 - 8,317 Goodwill acquired during the year - - - Impairment losses - - - As at December 31, 2019 Goodwill 8,317 - 8,317 Accumulated impairment losses - - - Goodwill balance as at December 31, 2019 8,317 - 8,317 Goodwill acquired during the year - - - Impairment losses - - - As a December 31, 2020 Goodwill 8,317 - 8,317 Accumulated impairment losses - - - Goodwill balance as at December 31, 2020 8,317 - 8,317 The assumptions included in the impairment tests require judgment, and changes to these inputs could impact the results of the calculations. Other than management's projections of future cash flows, the primary assumptions used in the impairment tests were the weighted-average cost of capital and long-term growth rates. Although the Group's cash flow forecasts are based on assumptions that are considered reasonable by management and consistent with the plans and estimates management is using to operate the underlying businesses, there are significant judgments in determining the expected future cash flows attributable to a reporting unit. |
Equity securities, at cost
Equity securities, at cost | 12 Months Ended |
Dec. 31, 2020 | |
Equity Securities At Cost | |
Equity securities, at cost | Warrant agreement in Tarmin On September 27, 2018 WISeKey purchased a warrant agreement in Tarmin Inc. from ExWorks as part of the eleventh amendment of the ExWorks Credit Agreement (see Note 25). As a result, WISeKey entered into a warrant agreement with Tarmin Inc (“ Tarmin Tarmin Warrant The Tarmin Warrant was assessed as an equity investment without a readily determinable fair value and we elected the measurement at cost less impairment, adjusted for observable price changes for identical or similar investments of the same issuer as permitted by ASU 2016-01. As such, the Tarmin Warrant was initially recognized on the balance sheet at USD 7,000,000. As at December 31, 2020, we performed a qualitative assessment to consider potential impairment indicators. We made reasonable efforts to identify any observable transactions of identical or similar investments, but did not identify any such transaction. Although there are positive indicators on the business performance of Tarmin, we identified a deterioration in the earnings performance and liquidity position and, as a result, assessed that the asset should be fully impaired. Therefore, we recorded an impairment loss of the full USD 7,000,000 carrying value of Tarmin in 2020, included in non-operating expenses in the income statement (see Note 34). The carrying value of the Tarmin Warrant as at December 31, 2020 was USD nil. |
Equity securities, at fair valu
Equity securities, at fair value | 12 Months Ended |
Dec. 31, 2020 | |
Equity Securities At Fair Value | |
Equity securities, at fair value | On March 29, 2017, the Group announced that the respective boards of directors of WISeKey and OpenLimit Holding AG (DE: O5H) (“OpenLimit“) had decided that discussions in relation to a possible merger transaction between WISeKey and OpenLimit as previously announced on July 25, 2016 were not being further pursued. The interim financing provided by WISeKey to OpenLimit in a principal amount of EUR 750,000 was, in accordance with applicable terms of a convertible loan agreement, converted into OpenLimit Shares issued by OpenLimit out of its existing authorized share capital. The conversion price was set at 95% of the volume weighted average price (“ VWAP As at December 31, 2020, the fair value was recalculated using the closing market price on the XETRA of EUR 0.112 (USD 0.137) and amounted to USD 301,301. The difference of USD 454,501 from the fair value at December 31, 2019 (USD 755,802) was accounted for in the income statement as a non-operational expense. |
Other noncurrent assets
Other noncurrent assets | 12 Months Ended |
Dec. 31, 2020 | |
Other Assets, Noncurrent [Abstract] | |
Other noncurrent assets | Other noncurrent assets consisted of noncurrent deposits. Deposits are primarily made up of rental deposits on the premises rented by the Group. |
Accounts payable
Accounts payable | 12 Months Ended |
Dec. 31, 2020 | |
Accounts Payable [Abstract] | |
Accounts payable | The accounts payable balance consisted of the following: As at December 31, As at December 31, USD'000 2020 2019 Trade creditors 4,608 5,482 Factors or other financial institutions for borrowings 178 888 Accounts payable to Board Members 1,580 117 Accounts payable to other related parties 172 2 Accounts payable to underwriters, promoters, and employees 2,985 2,229 Other accounts payable 3,576 1,995 Total accounts payable 13,099 10,713 As at December 31, 2020, accounts payable to Board Members are made up of accrued salaries and bonus of CHF 1,397,135 (USD 1,579,945) payable to Carlos Moreira (see Note 39 for detail). As at December 31, 2020, accounts payable to other related parties are made up of a CHF 151,992 (USD 171,879) payable to OISTE (see Note 39 for detail). Accounts payable to employees consist primarily of holiday, bonus and 13th month accruals across WISeKey. As at December 31, 2020, Accounts payable to underwriters, promoters, and employees. Other accounts payable are mostly amounts due or accrued for professional services (e.g. legal, accountancy, and audit services) and accruals of social charges in relation to the accrued liability to employees . |
Notes payable
Notes payable | 12 Months Ended |
Dec. 31, 2020 | |
Notes Payable [Abstract] | |
Notes payable | Notes payable consisted of the following: As at December 31, As at December 31, USD'000 2020 2019 Short-term loan 4,030 4,022 Short-term loan from shareholders 85 82 Total notes payable 4,115 4,104 As at December 31, 2020, the current notes payable balance was made up of: - a USD 4,030,000 short-term loan with ExWorks (see detail in Note 25). - short-term loans from the noncontrolling shareholders of WISeKey SAARC for a total amount of USD 84,721 at closing rate (USD 82,268 as at December 31, 2019). These loans do not bear interests. The weighted–average interest rate on current notes payable, excluding loans from shareholders at 0%, was respectively 10% and 10% per annum as at December 31, 2020 and 2019. |
Other current liabilities
Other current liabilities | 12 Months Ended |
Dec. 31, 2020 | |
Other Liabilities, Current [Abstract] | |
Other current liabilities | Other current liabilities consisted of the following: As at December 31, As at December 31, USD'000 2020 2019 Value-Added Tax payable 312 706 Other tax payable 137 65 Customer contract liability, current 367 255 Other current liabilities 289 278 Total other current liabilities 1,105 1,304 |
Loans and line of credit
Loans and line of credit | 12 Months Ended |
Dec. 31, 2020 | |
Line of Credit Facility [Abstract] | |
Loans and line of credit | Share Subscription Facility with GEM LLC On January 19, 2016 the Group closed a Share Subscription Facility (“ the GEM Facility GEM The instrument was assessed under ASC 815 as an equity instrument. The drawdowns were reflected as increases in Common Share Capital with an increase in the value of common stock issued and the difference between the nominal value of the shares and the funds received being recorded against Additional Paid-In Capital (" APIC In 2017, WISeKey made three drawdowns for a total of CHF 3,905,355 in exchange for a total of 825,000 WIHN class B shares issued out of authorized share capital. There were no drawdowns made in 2018, 2019, nor in 2020. Therefore, as at December 31, 2020 the outstanding facility available is CHF 56,094,645. Standby Equity Distribution Agreement with YA II PN, Ltd. On February 08, 2018 WISeKey entered into a Standby Equity Distribution Agreement (“ SEDA Yorkville The instrument was assessed under ASC 815 as an equity instrument. WISeKey paid a one-time commitment fee of CHF 500,000 (USD 524,231 at historical rate) on April 24, 2018 in 100,000 WIHN class B shares. In line with ASU 2015-15 the commitment fee was capitalized as deferred charges to be amortized over the original duration of the contract as a reduction of equity. In 2018, WISeKey made 4 drawdowns for a total of CHF 1,749,992 (USD 1,755,378 at historical rate) in exchange for a total of 540,539 WIHN class B shares issued out of authorized share capital or treasury share capital. In 2020, WISeKey made the following drawdowns: - On April 16, 2020 one drawdown for CHF 250,000 (USD 259,250 at historical rate) in exchange for 306,372 WIHN class B shares issued out of treasury share capital. - On May 15, 2020 one drawdown for CHF 249,433 (USD 256,417 at historical rate) in exchange for 343,572 WIHN class B shares issued out of treasury share capital. - On July 14, 2020 one drawdown for CHF 72,313 (USD 76,652 at historical rate) in exchange for 74,396 WIHN class B shares issued out of treasury share capital. - On July 16, 2020 one drawdown for CHF 62,500 (USD 66,250 at historical rate) in exchange for 61,035 WIHN class B shares issued out of treasury share capital. - On August 5, 2020 one drawdown for CHF 250,000 (USD 275,000 at historical rate) in exchange for 198,255 WIHN class B shares issued out of treasury share capital. - On September 9, 2020 one drawdown for CHF 250,000 (USD 275,000 at historical rate) in exchange for 182,215 WIHN class B shares issued out of treasury share capital. The amortization charge for the capitalized fee recognized in APIC amounted to USD 184,134 for the year to December 31, 2020 and the remaining deferred charge balance was USD 30,188 which was all current. As at December 31, 2020 the outstanding equity financing available was CHF 46,007,830. Facility Agreement with YA II PN, Ltd. On September 28, 2018 WISeKey entered into short-term Facility Agreement (the “ Yorkville Loan The debt instrument was assessed as a term debt. A discount of USD 160,000 was recorded at inception and will be amortized using the effective interest method over the life of the debt. The remaining loan balance at December 31, 2018 was USD 2,717,773 including unamortized debt discount of USD 57,007. The discount amortization expense recorded for the period to December 31, 2018 was USD 102,993. In the period to December 31, 2018, WISeKey repaid USD 725,220 of the principal loan amount in cash. On June 27, 2019, WISeKey entered into a Convertible Loan Agreement (the “ Yorkville Convertible Loan The conversion option into WIHN Class B shares is exercisable at the election of Yorkville and may be exercised at each monthly repayment date, covering any amount outstanding, be it principal and/or accrued interests. The initial exercise price is set at CHF 3.00 per WIHN class B Share but may be adjusted as a result of specific events so as to prevent any dilutive effect. The events triggering anti-dilution adjustments are: (a) increase of capital by means of capitalization of reserves, profits or premiums by distribution of WIHN Shares, or division or consolidation of WIHN Shares, (b) issue of WIHN shares or other securities by way of conferring subscription or purchase rights, (c) spin-offs and capital distributions other than dividends, and (d) dividends. At the date of inception of the Yorkville Convertible Loan, on June 27, 2019, an unpaid balance of USD 500,000 remained on the Yorkville Loan. There was no unamortized debt discount on the Yorkville Loan as it was amortized in accordance with the planned repayment schedule, i.e. by May 01, 2019. In line with ASC 470-50, we compared the present value of the new debt (the Yorkville Convertible Loan) to the present value of the old debt (the Yorkville Loan) using the net method and concluded that the difference was below the 10% threshold. Therefore the Yorkville Convertible Loan was analyzed as a debt modification and accounted for under ASC 470-50-40-14. In line with ASU 2014-16, the convertible note was assessed as a hybrid instrument, being a debt instrument with an equity-linked component (the conversion option). Per ASC 815-10, the embedded conversion option met the definition of a derivative and was accounted for separately, thereby creating a debt discount. The derivative liability component (the conversion option) was fair valued using a binomial lattice model, building in quoted market prices of WIHN class B shares, and inputs such as time value of money, volatility, and risk-free interest rates. It was valued at inception at USD 257,435, and was allocated between current and noncurrent on a prorata temporis basis according to the monthly repayment schedule. The derivative component will be revalued at fair value at each reporting date in line with ASC 815-15-30-1. On the date of the agreement, WISeKey signed an option agreement granting Yorkville the option to acquire up to 500,000 WIHN class B shares at an exercise price of CHF 3.00, exercisable between June 27, 2019 and June 27, 2022. In order to prevent any dilutive effect, the exercise price may be adjusted as a result of the same specific events listed above as adjustments to the conversion price of the principal amount. In line with ASC 470-20-25-2, the proceeds from the convertible debt with a detachable warrant was allocated to the two elements based on the relative fair values of the debt instrument net of the warrant and the embedded conversion separated out on the one side, and the warrant at time of issuance on the other side. The option agreement was assessed as an equity instrument and was fair valued at grant for an amount of USD 373,574 using the Black-Scholes model and the market price of WIHN class B shares on the date of grant, June 27, 2019, of CH 2.35. The fair value of the debt was calculated using the discounted cash flow method as USD 3,635,638. Applying the relative fair value method per ASC 470-20-25-2, the recognition of the option agreement created a debt discount on the debt host in the amount of USD 326,126, and the credit entry was booked in APIC. As a result of the above accounting entries, the total debt discount recorded at inception was USD 743,561, made up of USD 160,000 fees to Yorkville, USD 257,435 from the bifurcation of the embedded conversion option into derivative liabilities, and USD 326,126 from the recognition of the warrant agreement. On March 04, 2020, WISeKey entered into the Second Yorkville Convertible Loan with Yorkville to borrow USD 4,000,000 repayable by April 30, 2021 in monthly instalments starting on March 30, 2020 either in cash or in WIHN class B Shares. The loan bears an interest rate of 6% per annum payable monthly in arrears. Total fees of USD 68,000 will be paid in monthly instalments over the life of the loan. The conversion option into newly issued or existing WIHN Class B shares is exercisable at the election of Yorkville and may be exercised at any time until all amounts have been repaid in full, covering any amount outstanding, be it principal and/or accrued interests. The initial exercise price is set at CHF 3.00 per WIHN class B Share but may be adjusted as a result of specific events so as to prevent any dilution effect. The events triggering anti-dilution adjustments are: (a) increase of capital by means of capitalization of reserves, profits or premiums by distribution of WIHN Shares, or division or consolidation of WIHN Shares, (b) issue of WIHN shares or other securities by way of conferring subscription or purchase rights, (c) spin-offs and capital distributions other than dividends, and (d) dividends. At the date of inception of the Second Yorkville Convertible Loan on March 04, 2020, an unpaid balance of USD 2,300,000 and an unamortized debt discount of USD 104,469 remained on the Yorkville Convertible Loan. Per ASC 470-50, we compared the present value of the new debt (the Second Yorkville Convertible Loan) to the present value of the old debt (the Yorkville Convertible Loan) using the net method and concluded that the difference was below the 10% threshold. Therefore, the Second Yorkville Convertible Loan was analyzed as a debt modification and accounted for under ASC 470-50-40-14. In line with ASU 2014-16, the convertible note was assessed as a hybrid instrument, being a debt instrument with an equity-linked component (the conversion option). Per ASC 815-10, the embedded conversion option met the definition of a derivative and was accounted for separately, thereby creating a debt discount. The derivative liability component (the conversion option) was fair valued using a binomial lattice model, building in quoted market prices of WIHN class B shares, and inputs such as time value of money, volatility, and risk-free interest rates. It was valued at inception at USD nil. The derivative component will be revalued at fair value at each reporting date in line with ASC 815-15-30-1 and will be allocated between current and noncurrent on a prorata temporis basis according to the monthly repayment schedule (see Note 6). In 2020, WISeKey’s repayments amounted to a total of USD 2,307,021. As at December 31, 2020, the principal amount outstanding was USD 1,692,979 with an unamortized debt discount of USD 82,560, and the derivative component measured at fair value at the reporting date at USD nil. No conversion rights were exercised in 2020. For the year ended December 31, 2020, WISeKey recorded in the income statement a net loss on derivative of USD 43,655 and a debt discount amortization expense of USD 280,736. Convertible Loan with Crede CG III, Ltd On September 28, 2018 the Group closed a Convertible Loan Agreement (the “ Crede Convertible Loan Due to Crede’s option to convert the loan in part or in full at any time before maturity, the Crede Convertible Loan was assessed as a share-settled debt instrument with an embedded put option. Because the value that Crede will receive at settlement does not vary with the value of the shares, the settlement provision is not considered a conversion option. We assessed the put option under ASC 815 and concluded that it is clearly and closely related to its debt host and therefore did not require bifurcation. Per ASC 480-10-25, the Crede Convertible Loan was accounted for as a liability measured at fair value using the discounted cash flow method at inception. On the date of the agreement, WISeKey signed an option agreement granting Crede the option to acquire up to 408,247 WIHN class B shares at an exercise price of CHF 3.84, exercisable between October 31, 2018 and October 29, 2021. Per the option agreement’s term, the date of grant under US GAAP is October 29, 2018 upon issuance of a Tax Ruling from the Swiss Federal Tax Administration and the Zug tax authority. In line with ASC 470-20-25-2, the proceeds from the convertible debt with a detachable warrant was allocated to the two elements based on the relative fair values of the debt instrument without the warrant and of the warrant at time of issuance. The option agreement was assessed as an equity instrument and was fair valued at grant for an amount of USD 408,056 using the Black-Scholes model and the market price of WIHN class B shares on the date of grant, October 29, 2018, of CH 3.06. The fair value of the debt was calculated using the discounted cash flow method as USD 2,920,556. Applying the relative fair value method per ASC 470-20-25-2, the recognition of the option agreement created a debt discount on the debt host in the amount of USD 367,771, and the credit entry was booked in APIC. In 2020, Crede issued three exercise notices, resulting in the following conversions: - On January 10, 2020 for 150,000 WIHN class B shares delivered on January 14, 2020 for a conversion of USD 259,436. - On April 03, 2020 for 200,428 WIHN class B shares delivered on April 06, 2020 for a conversion of USD 152,490. - On June 15, 2020 for 970,555 WIHN class B shares delivered on June 18, 2020 for a final conversion of USD 816,974. The loan was fully converted after the last conversion on June 18, 2020. Therefore, there were no outstanding balance on this loan as at December 31, 2020. For the year to December 30, 2020, the Group recorded a net debt discount amortization expense in the income statement of USD 29,055. Credit Agreement with ExWorks Capital Fund I, L.P On April 04, 2019 WISeCoin AG (“ WISeCoin WCN Token Under the terms of the credit agreement, WISeCoin is required to not enter into agreements that would result in liens on property, assets or controlled subsidiaries, in indebtedness other than the exceptions listed in the credit agreement, in mergers, consolidations, organizational changes except with an affiliate, contingent and third party liabilities, any substantial change in the nature of its business, restricted payments, insider transactions, certain debt payments, certain agreements, negative pledge, asset transfer other than sale of assets in the ordinary course of business, or holding or acquiring shares and/or quotas in another person other than WISeCoin R&D. Furthermore, WISeCoin is required to maintain its existence, pay all taxes and other liabilities. Borrowings under the line of credit are secured by first ranking security interests on all material assets and personal property of WISeCoin, and a pledge over the shares in WISeCoin representing 90% of the capital held by the Company. Under certain circumstances, additional security may be granted over the intellectual property rights of WISeCoin and WISeCoin R&D, and the shares held by WISeCoin in WISeCoin R&D. Total debt issue costs of USD 160,000 were recorded as debt discount and amortized over the duration of the loan. In the year 2020, WISeKey recorded a total debt amortization charge of USD 8,657 and the debt discount was fully amortized as at December 31, 2020. As at December 31, 2020, the loan had not been repaid and the outstanding borrowings were USD 4,030,000, meaning that the loan is past due under the terms of the credit agreement with ExWorks. The Company is currently in negotiation with ExWorks regarding a potential sale of its investment in Tarmin, a Company in which ExWorks is also a significant shareholder. It is the view of the management of the Company that the sale of the investment in Tarmin and the repayment of the credit agreement are codependent and therefore the loan will be repaid at such time as the investment is sold. ExWorks continues to charge interest on the loan at the rate of 10% p.a. and has not launched any formal recovery proceedings as of the date of this report. Credit Agreement with Long State Investment Limited On December 16, 2019, WISeKey entered into a Convertible Term Loan Facility Agreement (the “LSI Convertible Facility” “LSI” “ADSs” Under the arrangement, WISeKey and LSI plan to establish a Joint Venture in Hong Kong in the first quarter of 2020 to focus on business opportunities in Asia. A memorandum of understanding has been executed between WISeKey and LSI to that effect. Due to LSI’s option to convert the loan in part at each drawdown before maturity, the LSI Convertible Facility was assessed as a debt instrument with an embedded put option. We assessed the put option under ASC 815 and concluded that it is clearly and closely related to its debt host and therefore did not require bifurcation. Per ASC 480-10-25, the LSI Convertible Facility will be accounted for as a liability measured at fair value using the discounted cash flow method for each term loan (corresponding to each drawdown). Total debt issue costs amounting to CHF 56,757 in legal fees and expense allowance were paid by WISeKey in 2019 and 2020, and a commitment fee payable in 400,000 WIHN class B shares was settled on January 23, 2020 with a fair value of CHF 759,200 based on the market price of the WIHN shares at settlement. The debt issue costs and commitment fee will be recorded as a debt discount proportionately to each drawdown. However, as at December 31, 2020, WISeKey had not yet drawn down on the LSI Convertible Facility, therefore, in application of ASC 340-10-S99-1, WISeKey accounted for the debt issue costs of CHF 56,757 and the commitment fee of CHF 759,200 as a deferred asset to be amortized on a straight-line basis over the access period of the LSI Convertible Facility. In 2020, WISeKey did not make any drawdowns under the LSI Convertible Facility. The amortization charge for the capitalized costs and fee recognized in APIC amounted to CHF 443,484 (USD 472,754) for the year to December 31, 2020 and the remaining deferred charge balance was CHF 372,473 (USD 421,210) which was all current. As at December 31, 2020 the outstanding LSI Convertible Facility available was CHF 30.0 million (USD 33.9 million). Loan Agreements with UBS SA On March 26, 2020, two members of the Group entered into the Covid loans to borrow funds under the Swiss Government supported COVID-19 Credit Facility with UBS SA. Under the terms of the Agreement, UBS has lent such Group members a total of CHF 571,500. The loans are repayable in full by March 30, 2028, as amended, being the eight anniversary of the date of deposit of the funds by UBS. Semi-annual repayments should start by March 31, 2022 and will be spread on a linear basis over the remaining term. The full repayment of the loans is permitted at any time. The interest rate is determined by Swiss COVID-19 Law and currently the Covid loans carry an interest rate of 0%. There were no fees or costs attributed to the Covid loans and as such there is no debt discount of debt premium associated with the loan facility. Under the terms of the loans, the relevant companies are required to use the funds solely to cover the liquidity requirements of the Company. In particular, the Company cannot use the funds for the distribution of dividends and directors' fees as well as the repayment of capital contributions, the granting of active loans; refinancing of private or shareholder loans; the repayment of intra-group loans; or the transfer of guaranteed loans to a group company not having its registered office in Switzerland, whether directly or indirectly linked to applicant. As at December 31, 2020, the outstanding balance on the loans was CHF 571,500 (USD 646,278). Credit Agreement with Nice & Green SA On May 18, 2020, the Group entered into the Nice & Green Facility, an Agreement for the Issuance and Subscription of Convertible Notes with Nice & Green pursuant to which WISeKey has the right to draw down up to a maximum of CHF 10 million during a commitment period of 24 months commencing on May 20, 2020, in up to 25 tranches based upon 60% of the traded volume of the WIHN class B share on the SIX Swiss Stock Exchange over the 5 trading days preceding the subscription date. Each tranche is divided into 25 convertible notes that do not bear interest. Subject to a cash redemption right of WISeKey, the convertible notes are mandatorily convertible into WIHN class B shares within a period of 12 months from issuance (the “ Nice & Green Conversion Period Due to Nice & Green’s option to convert the loan in part at any time before maturity, and as there is no limit on the number of shares to be delivered, the Nice & Green Facility was assessed as a share-settled debt instrument with an embedded put option. We assessed the put option under ASC 815 and concluded that it is clearly and closely related to its debt host and therefore did not require bifurcation. Per ASC 480-10-25, the Nice & Green Facility will be accounted for as a liability measured at cost for each term loan (corresponding to each drawdown). Per the terms of the Nice & Green Facility, WISeKey pays to Nice & Green, in cash, a commitment fee of 5% of the amount of each subscription which will be recorded as a debt discount against each subscription (principal). Nice & Green also undertake to pay to WISeKey an incentive fee equal to 10% of the positive difference between the net capital gain and the net capital loss generated by Nice & Green on the sales of WIHN class B shares. The incentive fee income is recorded in the income statement in other non-operating income (see Note 33). During the year to December 31, 2020, the Group made a total of six subscriptions under the terms of the agreement as follows: - On June 17, 2020 for CHF 1,931,355 (USD 2,029,927 at historical rate). - On July 22, 2020 for CHF 1,239,226 (USD 1,333,867 at historical rate). - On August 17, 2020 for CHF 2,521,308 (USD 2,783,403 at historical rate). - On September 18, 2020 for CHF 1,075,000 (USD 1,181,972 at historical rate). - On October 22, 2020 for CHF 1,075,000 (USD 1,184,872 at historical rate). - On November 20, 2020 for CHF 1,075,000 (USD 1,179,242 at historical rate). In 2020, Nice & Green issued a total of eleven conversion notices, resulting in the following conversions: - On June 18, 2020 for 2,313,000 WIHN class B shares delivered on June 18, 2020 for a conversion of CHF 1,931,355 (USD 2,030,992 at historical rate). - On July 30, 2020 for 676,941 WIHN class B shares delivered on July 30, 2020 for a conversion of CHF 793,105 (USD 869,571 at historical rate). - On August 6, 2020 for 346,555 WIHN class B shares delivered on August 6, 2020 for a conversion of CHF 446,121 (USD 489,965 at historical rate). - On August 24, 2020 for 115,722 WIHN class B shares delivered on August 24, 2020 for a conversion of CHF 201,705 (USD 221,441 at historical rate). - On September 11, 2020 for 143,971 WIHN class B shares delivered on September 11, 2020 for a conversion of CHF 201,705 (USD 221,837 at historical rate). - On September 15, 2020 for 427,340 WIHN class B shares delivered on September 15, 2020 for a conversion of CHF 504,262 (USD 555,103 at historical rate). - On September 21, 2020 for 427,340 WIHN class B shares delivered on September 21, 2020 for a conversion of CHF 504,262 (USD 550,300 at historical rate). - On September 29, 2020 for 927,804 WIHN class B shares delivered on September 29, 2020 for a conversion of CHF 1,008,523 (USD 1,094,600 at historical rate). - On October 12, 2020 for 1,081,740 WIHN class B shares delivered on October 12, 2020 for a conversion of CHF 1,175,852 (USD 1,292,574 at historical rate). - On November 5, 2020 for 1,158,405 WIHN class B shares delivered on November 5, 2020 for a conversion of CHF 1,075,000 (USD 1,185,993 at historical rate). - On November 24, 2020 for 1,069,651 WIHN class B shares delivered on November 24, 2020 for a conversion of CHF 1,075,000 (USD 1,178,545 at historical rate). During the year to December 31, 2020, debt discount in the amount of CHF 12,101 (USD 12,900) was amortized to the income statement, whilst CHF 433,743 (USD 490,497) was booked to APIC as per ASC 470-02-40-4. There was no unamortized debt discount outstanding at December 31, 2020. As at December 31, 2020, the outstanding Nice & Green Facility available was CHF 1,083,111 (USD 1,224,832) and there were no unconverted outstanding loan amounts. New Convertible Loan with Crede CG III, Ltd On August 07, 2020, WISeKey entered into the New Crede Convertible Loan with Crede for an amount of USD 5 million. The funds were made available on September 23, 2020. The loan bears a 5% p.a. interest rate, payable in arrears on a quarterly basis starting September 30, 2020, and is repayable in WIHN class B shares any time between September 23, 2020 and the maturity date of August 07, 2022, at Crede’s election. Accrued interests are payable, at WISeKey’s sole election, either in cash or in WIHN class B shares. The conversion price applicable to the prepayment of the principal amount or accrued interest is calculated as 92% of the lowest daily volume weighted average share prices quoted on the SIX Stock Exchange during the 10 trading days immediately preceding the relevant conversion date or interest payment date respectively, disregarding any day on which Crede (or its Affiliates or related party) has effected any trade, converted into USD at the exchange rate reported by Bloomberg at 9 a.m. Swiss time on the relevant conversion date or interest payment date. Due to Crede’s option to convert the loan in part or in full at any time before maturity, the New Crede Convertible Loan was assessed as a share-settled debt instrument with an embedded put option. Because the value that Crede will receive at settlement does not vary with the value of the shares, the settlement provision is not considered a conversion option. We assessed the put option under ASC 815 and concluded that it is clearly and closely related to its debt host and therefore did not require bifurcation. Per ASC 480-10-25, the New Crede Convertible Loan was accounted for as a liability measured at fair value using the discounted cash flow method at inception. On the date of the New Crede Convertible Loan, WISeKey signed an option agreement granting Crede the option to acquire up to 1,675,885 WIHN class B shares at an exercise price set initially at CHF 1.65 but revised down to CHF 1.375 in an amendment signed by both parties on September 18, 2020, exercisable between September 24, 2020 and September 14, 2023. Per the option agreement’s term, the date of grant under US GAAP is September 14, 2020 upon issuance of a Tax Ruling from the Swiss Federal Tax Administration and the Zug tax authority. In line with ASC 470-20-25-2, the proceeds from the convertible debt with a detachable warrant was allocated to the two elements based on the relative fair values of the debt instrument without the warrant and of the warrant at time of issuance. The option agreement was assessed as an equity instrument and was fair valued at grant at an amount of USD 866,046 using the Black-Scholes model and the market price of WIHN class B shares on the date of the amendment, September 18, 2020, of CHF 1.25. The fair value of the debt was calculated using the discounted cash flow method as USD 5,387,271. Applying the relative fair value method per ASC 470-20-25-2, the recognition of the option agreement created a debt discount on the debt host in the amount of USD 692,469, and the credit entry was booked in APIC. In 2020, Crede issued two exercise notices under the New Crede Convertible Loan, resulting in the following conversions: - On November 20, 2020 for 220,143 WIHN class B shares delivered on November 25, 2020 for a conversion of USD 219,680. - On December 18, 2020 for 549,190 WIHN class B shares delivered on December 23, 2020 for a conversion of USD 565,200. As at December 31, 2020, the principal amount outstanding under the New Crede Convertible Loan was USD 4,215,120, with unamortized debt discount of USD 504,855. For the year to December 31, 2020, the Group recorded a net debt discount amortization expense in the income statement of USD 90,901. Credit Agreement with GLOBAL TECH OPPORTUNITIES 8 On December 08, 2020, WISeKey entered into the GTO Facility, an Agreement for the Issuance and Subscription of Convertible Notes with GTO, pursuant to which GTO commits to grant a loan to WISeKey for up to a maximum amount of CHF 15.5 million divided into tranches of variable sizes, during a commitment period of 18 months ending June 09, 2022. The dates and amounts of the first 3 tranches were agreed in advance in the GTO Facility agreement; for the remaining facility, GTO has the right to request the subscription of 2 tranches, all other tranches are to be subscribed for by WISeKey during the commitment period, subject to certain conditions. Each tranche is divided into convertible notes of CHF 10,000 each that do not bear interest. Subject to a cash redemption right of WISeKey, the convertible notes are mandatorily convertible into WIHN class B shares within a period of 12 months from issuance (the “ GTO Conversion Period Due to GTO’s option to convert the loan in part or in full at any time before maturity, the GTO Facility was assessed as a share-settled debt instrument with an embedded put option. Because the value that GTO will receive at settlement does not vary with the value of the shares, the settlement provision is not considered a conversion option. We assessed the put option under ASC 815 and concluded that it is clearly and closely related to its debt host and therefore did not require bifurcation. Per ASC 480-10-25, the GTO Facility was accounted for as a liability measured at fair value using the discounted cash flow method at inception. Debt issue costs made up of legal expenses of commitment fee of CHF 697,500, representing 4.5% of the maximum GTO Facility, were due to GTO at inception, payable throughout the commitment period but no later than June 08, 2022. At inception on December 08, 2020, in application of ASC 340-10-S99-1, WISeKey accounted for the debt issue costs of and the commitment fee of CHF 697,500 as a deferred asset to be amortized on a straight-line basis over the commitment period (access period) of the GTO Facility. Upon subscription of each tranche, the debt issue costs and commitment fee are recorded as a debt discount proportionately to each tranche amount. Additionally, per the terms of the GTO Facility, upon each tranche subscription, WISeKey will grant GTO the option to acquire WIHN class B shares at an exercise price of the higher of (a) 120% of the 5-trading day VWAP of the WIHN class B shares on the SIX Swiss Stock Exchange over the 5 trading days immediately preceding the relevant subscription request and (b) CHF 1.50 (the “ GTO Warrant Exercise Price During the year to December 31, 2020, the Group made a total of three subscriptions under the terms of the GTO Facility as follows: - On December 09, 2020 for convertibles notes in the amount CHF 750,000 (USD 842,302 at historical rate). The funds were received on December 11, 2020. On December 09, 2020, in line with the terms of the GTO Facility, WISeKey issued GTO with 75,000 warrants on WIHN class B shares at an exercise price of CHF 1.50. The option agreement was assessed as an equity instrument and was fair valued at grant at an amount of CHF 30,000 (USD 33,692) using the Black-Scholes model and the market price of WIHN class B shares on the date of grant of CHF 0.99. The fair value of the debt was calculated using the discounted cash flow method as CHF 726,445 (USD 815,848). Applying the relative fair value method per ASC 470-20-25-2, the recognition of the option agreement created a debt discount on the debt host in the amount of CHF 29,744 (USD 33,405), and the credit entry was booked in APIC. - On December 21, 2020 for convertibles notes in the amount CHF 1,750,000 (USD 1,975,678 at historical rate). The funds were received on December 28, 2020. On December 21, 2020, in line with the terms of the GTO Facility, WISeKey issued GTO with 175,000 warrants on WIHN class B shares at an exercise price of CHF 1.50. The option agreement was assessed as an equity instrument and was fair valued at grant at an amount of CHF 78,750 (USD 88,906) using the Black-Scholes model and the market price of WIHN class B shares on the date of grant of CHF 1.065. The fair value of the debt was calculated using the discounted cash flow method as CHF 1,695,038 (USD 1,913,628). Applying the relative fair value method per ASC 470-20-25-2, the recognition of the option agreement created a debt discount on the debt host in the amount of CHF 76,773 (USD 86,674), and the credit entry was booked in APIC. - On December 24, 2020 for convertibles notes in the amount CHF 2,160,000 (USD 2,422,792 at historical rate). The funds were received on December 31, 2020. On December 24, 2020, in line with the terms of the GTO Facility, WISeKey issued GTO with 216,000 warrants on WIHN class B shares at an exercise price of CHF 1.50. The option |
Employee benefit plans
Employee benefit plans | 12 Months Ended |
Dec. 31, 2020 | |
Employee Benefit and Share-based Payment Arrangement, Noncash Expense [Abstract] | |
Employee benefit plans | Defined benefit post-retirement plan The Group maintains four pension plans: one maintained by WISeKey SA and one by WISeKey International Holding Ltd, both covering its employees in Switzerland, as well as one maintained by WISeKey Semiconductors SAS and one by WISeCoin France R&D Lab SAS, both covering WISeKey’s French employees. All plans are considered defined benefit plans and accounted for in accordance with ASC 715 Compensation – Retirement Benefits. This model allocates pension costs over the service period of employees in the plan. The underlying principle is that employees render services ratably over this period, and therefore, the income statement effects of pensions should follow a similar pattern. ASC 715 requires recognition of the funded status or difference between the fair value of plan assets and the projected benefit obligations of the pension plan on the balance sheet, with a corresponding adjustment recorded in the net loss. If the projected benefit obligation exceeds the fair value of the plan assets, then that difference or unfunded status represents the pension liability. The Group records net service cost as an operating expense and other components of defined benefit plans as a non-operating expense in the statement of comprehensive loss. The liabilities and annual income or expense of the pension plan are determined using methodologies that involve several actuarial assumptions, the most significant of which are the discount rate and the long-term rate of asset return (based on the market-related value of assets). The fair value of plan assets is determined based on prevailing market prices. The defined benefit pension plan maintained by WISeKey Semiconductors SAS and WISeCoin France R&D Lab SAS, and their obligations to employees in terms of retirement benefits, are limited to a lump sum payment based on remuneration and length of service, determined for each employee. The plans are not funded. The pension liability calculated as at December 31, 2020 is based on annual personnel costs and assumptions as of December 31, 2020. Personnel Costs As at December 31, As at December 31, As at December 31, USD'000 2020 2019 2018 Wages and Salaries 12,145 11,161 9,738 Social security contributions 3,230 2,813 2,974 Net service costs 646 281 372 Other components of defined benefit plans, net 248 132 140 Total 16,268 14,387 13,224 As at December 31, Assumptions 2020 2020 2020 2019 2019 2019 2018 2018 2018 France Switzerland India France Switzerland India France Switzerland India Discount rate 0.30% 0.15% n/a 0.70% 0.25% 7.30% 1.50% 0.80% - 0.90% 7.72% Expected rate of return on plan assets n/a 1.50% n/a n/a 1.50% n/a n/a 1.50% - 2% n/a Salary increases 3% 1.50% n/a 3% 1.50% 9% 3% 0.5% - 1.50% 9% For WISeKey SA’s funded plan, the expected long-term rate of return on assets is based on the pension fund policy which is based on approximately +0.5% in addition to the minimum interest by law in Switzerland ( “Min LPP” As at December 31, 2020 the Group’s accumulated benefit obligation amounted to USD 18,483,000. Reconciliation to Balance Sheet start of year USD'000 Fiscal year 2020 2019 Fair value of plan assets (10,686) (8,275) Projected benefit obligation 17,566 12,740 Surplus/deficit 6,880 4,465 Opening balance sheet asset/provision (funded status) 6,880 4,465 Reconciliation of benefit obligation during the year Projected benefit obligation at start of year 17,566 12,740 Net Service cost 436 412 Interest expense 50 107 Plan participant contributions 141 216 Net benefits paid to participants (8) 1,377 Prior service costs (698) 0 Actuarial losses/(gains) (74) 2,487 Reclassifications (2) 0 Currency translation adjustment 1,689 227 Projected benefit obligation at end of year 19,100 17,566 Reconciliation of plan assets during year Fair value of plan assets at start of year (10,686) (8,275) Employer contributions paid over the year (244) (347) Plan participant contributions (141) (216) Net benefits paid to participants (22) (1,401) Interest income (167) (123) Return in plan assets, excl. amounts included in net interest (28) (136) Currency translation adjustment (1,044) (188) Fair value of plan assets at end of year (12,332) (10,686) Reconcilation to balance sheet end of year Fair value of plan assets (12,332) (10,686) Defined benefit obligation - funded plans 19,100 17,566 Surplus/deficit 6,768 6,880 Closing balance sheet asset/provision (funded status) 6,768 6,880 Estimated amount to be amortized from accumulated OCI into NPBC over next fiscal year Net loss (gain) 286 283 Unrecognized transition (asset)/obligation 0 0 Prior service cost/(credit) 61 61 Amounts recognized in accumulated OCI Net loss (gain) 4,237 4,258 Unrecognized transition (asset)/obligation 0 0 Prior service cost/(credit) (440) 300 Deficit 3,797 4,558 Movement in Funded Status USD'000 Fiscal year 2020 2019 2018 Opening balance sheet liability (funded status) 6,880 4,465 4,585 Net Service cost 436 412 372 Interest cost/(credit) 50 107 86 Expected return on Assets (167) (123) (116) Amortization on Net (gain)/loss 284 88 108 Amortization on Prior service cost/(credit) 61 62 62 Currency translation adjustment 20 (2) 1 Total Net Periodic Benefit Cost/(credit) 684 544 512 Actuarial (gain)/loss on liabilities due to experience (72) 1,056 272 Actuarial gain/loss on liab. from changes to fin. assump 0 1,431 (309) Actuarial (gain)/loss on liab. from changes to demo. assump 0 0 1 Return in plan assets, excl. amounts included in net interest (29) (136) (56) Prior service cost/(credit) (698) 0 0 Amortization on Net (gain)/loss (284) (88) (108) Amortization on Prior service cost/(credit) (61) (62) (62) Currency translation adjustment (45) (2) (0) Total gain/loss recognized via OCI (1,189) 2,200 (262) Employer contributions paid in the year (274) (371) (293) Total cashflow (274) (371) (293) Currency translation adjustment 669 43 (77) Reclassification (2) 0 0 Closing balance sheet liability (funded status) 6,768 6,880 4,465 Reconciliation of Net Gain / Loss Amount at beginning of year 4,258 1,964 2,187 Amortization during the year (284) (86) (109) Asset (gain) / loss (29) (136) (56) Liability (gain) / loss (72) 2,487 (37) Reclassifications (2) 0 0 Currency translation adjustment 366 29 (21) Amount at year-end 4,237 4,258 1,964 Reconciliation of prior service cost/(credit) Amount at beginning of year 300 357 423 Amortization during the year (61) (62) (62) Prior service costs for the current period (698) 0 0 Currency translation adjustment 19 5 (4) Amount at year-end (440) 300 357 All of the assets are held under the collective contract by the plan’s re-insurer company and are invested in a mix of Swiss and International bond and equity securities. In line with ASC 820’s three-tier fair value hierarchy, pension assets belong to the fair value level 3. The table below shows the breakdown of expected future contributions payable to the Plan : Period France Switzerland 2021 - 1,843 2022 126 398 2023 36 424 2024 8 2,037 2025 25 541 2026-2030 359 3,082 The Group expects to make contributions of approximately $248,000 in 2021. |
Commitments and contingencies
Commitments and contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and contingencies | Lease commitments The future payments due under leases are shown in Note 17. Guarantees Our software and hardware product sales agreements generally include certain provisions for indemnifying customers against liabilities if our products infringe a third party’s intellectual property rights. Certain of our product sales agreements also include provisions indemnifying customers against liabilities in the event we breach confidentiality or service level requirements. It is not possible to determine the maximum potential amount under these indemnification agreements due to our lack of history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement. To date, we have not incurred any costs as a result of such indemnifications and have not accrued any liabilities related to such obligations in our consolidated financial statements. |
Stockholders' equity
Stockholders' equity | 12 Months Ended |
Dec. 31, 2020 | |
SHAREHOLDERS' EQUITY | |
Stockholders' equity | WISeKey International Holding Ltd As at December 31, 2020 As at December 31, 2019 Share Capital Class A Shares Class B Shares Class A Shares Class B Shares Par value per share (in CHF) 0.01 0.05 0.01 0.05 Share capital (in USD) 400,186 2,490,403 400,186 1,475,000 Per Articles of association and Swiss capital categories Authorized Capital - Total number of authorized shares - 7,808,906 - 8,881,829 Conditional Share Capital - Total number of conditional shares - 7,804,030 - 11,840,090 Total number of fully paid-in shares 40,021,988 47,622,689 40,021,988 28,824,086 Per US GAAP Total number of authorized shares 40,021,988 63,234,625 40,021,988 41,066,298 Total number of fully paid-in issued shares 40,021,988 47,622,689 40,021,988 28,824,086 Total number of fully paid-in outstanding shares 40,021,988 42,839,554 40,021,988 27,621,895 Par value per share (in CHF) 0.01 0.05 0.01 0.05 Share capital (in USD) 400,186 2,490,403 400,186 1,475,000 Total share capital (in USD) 2,890,589 1,875,186 Treasury Share Capital Total number of fully paid-in shares held as treasury shares - 4,783,135 - 1,202,191 Treasury share capital (in USD) - 505,154 - 1,288,591 Total treasury share capital (in USD) - 505,154 - 1,288,591 Note: unregistered conversion of conditional capital NOT deducted from total number of conditional shares, i.e. as if the issue had not taken place. In the years to December 31, 2020 and 2019 respectively, WISeKey purchased a total of 8,458,273 and 593,824 treasury shares at an average purchase price of USD 0.15 and USD 2.75 per share, and sold a total of 4,877,329 and 1,479,694 treasury shares at an average sale price of USD 0.99 and USD 2.40 per share. Share buyback program On July 09, 2019, the Group started a share buyback program on the SIX Swiss Exchange to buy back WIHN class B shares up to a maximum 10.0% of the share capital and 5.35% of the voting rights. In compliance with Swiss Law, at no time will the group hold more than 10% of its own registered shares. The share buyback program will end on July 08, 2022 but WISeKey may terminate the buyback program early. As at December 31 ,2020, WISeKey’s treasury share balance included 35,500 WIHN class B shares purchased through the share buyback program. Voting rights Each share carries one vote at a general meeting of shareholders, irrespective of the difference in par value of class A shares (CHF 0.01 per share) and class B shares (CHF 0.05 per share). Our class A shares have a lower par value (CHF 0.01) than our class B shares (CHF 0.05) but have same voting right as the higher par value class B shares, namely one (1) vote per share. This means that, relative to their respective per share contribution to the Company’s capital, the holders of our class A shares have a greater relative per share voting power than the holders of our class B shares for matters that require approval on the basis of a specified majority of shares present at the shareholders meeting. Shareholder resolutions and elections (including elections of members of the board of directors) require the affirmative vote of an absolute majority of the votes represented (in person or by proxy) at a general meeting of shareholders (each class A share and each class B share having one vote), unless otherwise stipulated by law or our Articles. The following matters require approval by a majority of the par value of the shares represented at the general meeting (each class A share having a par value of CHF 0.01 per share and each class B share having a par value of CHF 0.05 per share): - electing our auditor; - appointing an expert to audit our business management or parts thereof; - adopting any resolution regarding the instigation of a special investigation; and - adopting any resolution regarding the initiation of a derivative liability action. In addition, under Swiss corporation law and our Articles, approval by two-thirds of the shares represented at the meeting, and by the absolute majority of the par value of the shares represented is required for: - amending our corporate purpose; - creating or cancelling shares with preference rights; - restricting the transferability of registered shares; - restricting the exercise of the right to vote or the cancellation thereof; - creating authorized or conditional share capital; - increasing the share capital out of equity, against contributions in kind or for the purpose of acquiring specific assets and granting specific benefits; - limiting or withdrawing shareholder's pre-emptive rights; - relocating our registered office; - converting registered shares into bearer shares and vice versa; - our dissolution or liquidation; and - transactions among corporations based on Switzerland's Federal Act on Mergers, Demergers, Transformations and the Transfer of Assets of 2003, as amended (the "Swiss Merger Act") including a merger, demerger or conversion of a corporation. In accordance with Swiss law and generally accepted business practices, our Articles do not provide attendance quorum requirements generally applicable to general meetings of shareholders. Both categories of Shares confer equal entitlement to dividends and liquidation rights relative to the nominal value of the class A shares and the class B shares, respectively. Only holders of Shares (including nominees) that are recorded in the share register as of the record date communicated in the invitation to the General Meeting are entitled to vote at a General Meeting. Any acquirer of Shares who is not registered in the share register as a shareholder with voting rights may not vote at or participate in any General Meeting, but will still be entitled to dividends and other rights with financial value with respect to such Shares. Each holder of class A shares has entered into an agreement (each such agreement a "Shareholder Agreement") with WISeKey, pursuant to which such holder of class A shares has given the undertaking vis-à-vis WISeKey not to (i) directly or indirectly offer, sell, transfer or grant any option or contract to purchase, purchase any option or contract to sell, grant instruction rights with respect to or otherwise dispose of, or (ii) solicit any offers to purchase, otherwise acquire or be entitled to, any of his/her/its class A shares or any right associated therewith (collectively a "Transfer"), except if such Transfer constitutes a "Permitted Transfer", as defined hereafter. A Permitted Transfer is defined as a Transfer by a holder of class A share to his/her spouse or immediate family member (or a trust related to such immediate family member) or a third party for reasonable estate planning purposes, the transfer to an affiliate and any transfer following conversion of his/her/its class A shares into class B shares. Each holder of a class A share has the right to request that, at WISeKey's annual General Meeting, an item be included on the agenda according to which class A shares are, at the discretion of each holder of class A shares, converted into class B shares. |
Accumulated other comprehensive
Accumulated other comprehensive income | 12 Months Ended |
Dec. 31, 2020 | |
Other comprehensive income/(loss), net of tax: | |
Accumulated other comprehensive income | USD'000 Accumulated other comprehensive income as at December 31, 2018 100 Total net foreign currency translation adjustments 643 Total defined benefit pension adjustment (2,199) Total adjustment from liquidation of group companies (21) Total adjustment from sale of QuoVadis Group 34 Total adjustment from change in Ownership (10) Total Other comprehensive income/(loss), net (1,553) Accumulated other comprehensive income as at December 31, 2019 (1,453) Total net foreign currency translation adjustments 1,824 Total Change in unrealized gains related to available-for-sale debt securities 5,385 Total defined benefit pension adjustment 1,189 Total adjustment from change in Ownership (5) Total Other comprehensive income/(loss), net 8,393 Accumulated other comprehensive income as at December 31, 2020 6,940 |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Nature of goods and services The following is a description of the principal activities – separated by reportable segment – from which the Group generates its revenue. For more detailed information about reportable segments, see note 36 - Segment Information and Geographic Data. - IoT Segment The IoT segment of the Group principally generates revenue from the sale of semiconductors secure chips. Although they may be sold in connection with other services of the Group, they always represent distinct performance obligations. The Group recognizes revenue when a customer takes possession of the chips, which usually occurs when the goods are delivered. Customers typically pay once goods are delivered. - mPKI Segment The mPKI Segment of the Group generates revenues from Digital Certificates, Software as a Service, Software license and Post-Contract Customer Support (PCS) for cybersecurity applications. Products and services are sold principally separately and more in bundled packages. For bundled packages, the Group accounts for individual products and services separately if they are distinct – i.e. if a product or service is separately identified from other items in the bundled package and if a customer can benefit from it. The consideration is allocated between separate products and services in a bundle based on their stand-alone selling prices. The stand-alone selling prices are determined based on the list prices when available or estimated based on the Adjusted Market Assessment approach (e.g. licenses), or the Expected Cost-Plus Margin approach (e.g. PCS). Product and services Nature, timing of satisfaction of performance obligations and significant payment terms Certificates The Group recognizes revenue on a straight-line basis over the validity period of the certificate, which is usually one to three years. This period starts after the certificate has been issued by the Certificate Authority and may be used by the customer for authentication and signature, by checking the certificate validity against the Root of Trust which is maintained by the Group on its IT infrastructure. Customers pay certificates when certificates are issued and invoiced. The excess of payments over recognized revenue is shown as deferred revenue. SaaS The Group’s SaaS arrangement cover the provision of cloud-based certificate life-cycle-management solutions and signing and authentication solutions. The Group recognizes revenue on a straight-line basis over the service period which is usually yearly renewable. Customers usually pay ahead of quarterly or yearly service periods; the paid amounts which have not yet been recognized are shown as deferred revenue. Software The Group provides software for certificates life-cycle management and signing and authentication solutions. The Group recognizes license revenue when the software has been delivered and PCS revenue over the service period which is usually one-year renewable. Customers pay upon delivery of the software or over the PCS. Implementation, integration and other services The Group provides services to implement and integrate multi-element cybersecurity solutions. Most of the time the solution elements are off-the-shelve non-customized components which represent distinct performance obligations. Implementation and integration services are payable when rendered, while other revenue elements are payable and recognized as per their specific description in this section. WISeKey also provides hosting and monitoring of infrastructure services which are distinct performance obligations and are paid and recognized over the service period. Disaggregation of revenue The following table shows the Group’s revenues disaggregated by reportable segment and by product or service type: Disaggregation of revenue Typical payment At one point in time Over time Total USD'000 2020 2019 2018 2020 2019 2018 2020 2019 2018 IoT Segment Payment at one point in time: Secure chips Upon delivery 14,317 20,504 29,404 - - - 14,317 20,504 29,404 Total IoT segment revenue 14,317 20,504 29,404 - - - 14,317 20,504 29,404 mPKI Segment Certificates Upon issuance - - - 175 172 338 175 172 338 Licenses and integration Upon delivery 287 1,976 4,538 - - - 287 1,976 4,538 SaaS, PCS and hosting Quarterly or yearly - - - - - - - - - Total mPKI segment revenue 287 1,976 4,538 175 172 338 462 2,148 4,876 Total Revenue 14,604 22,480 33,942 175 172 338 14,779 22,652 34,280 For the years ended December 31, 2020, 2019, and 2018 the Group recorded no revenues related to performance obligations satisfied in prior periods. The following table shows the Group’s revenues disaggregated by geography, based on our customers’ billing addresses: Net sales by region 12 months ended December 31, 12 months ended December 31, 12 months ended December 31, USD'000 2020 2019 2018 IoT Segment Switzerland 278 708 1,171 Rest of EMEA 4,228 7,508 10,695 North America 8,217 9,547 15,165 Asia Pacific 1,526 2,503 2,257 Latin America 68 238 116 Total IoT segment revenue 14,317 20,504 29,404 mPKI Segment Switzerland 314 1,428 1,341 Rest of EMEA 93 539 3,428 North America 43 144 - Asia Pacific - 1 49 Latin America 12 36 58 Total mPKI segment revenue 462 2,148 4,876 Total Net sales 14,779 22,652 34,280 *EMEA means Europe, Middle East and Africa Contract assets, deferred revenue and contract liability Our contract assets, deferred revenue and contract liability consist of: Contract assets and contract liabilities As at December 31, As at December 31, USD'000 2020 2019 Trade accounts receivables Trade accounts receivable - IoT segment 2,227 2,843 Trade accounts receivable - mPKI segment 381 800 Total trade accounts receivables 2,608 3,643 Contract assets - 15 Total contract assets - 15 Contract liabilities - current 367 255 Contract liabilities - noncurrent 23 2 Total contract liabilities 390 257 Deferred revenue Deferred revenue - mPKI segment 171 92 Deferred revenue - IoT segment 150 7 Total Deferred revenue 321 99 Revenue recognized in the year from amounts included in the deferred revenue of the mPKI segment at the beginning of the year 84 83 Increases or decreases in trade accounts receivable, contract assets, deferred revenue and contract liability were primarily due to normal timing differences between our performance and customer payments. Remaining performance obligations As of December 31, 2020, approximately USD 710,225 is expected to be recognized from remaining performance obligations for mPKI contracts . Estimated mPKI revenue from remaining performance obligations USD'000 2021 669 2022 41 Total remaining performance obligation 710 |
Other operating income
Other operating income | 12 Months Ended |
Dec. 31, 2020 | |
Other Income and Expenses [Abstract] | |
Other operating income | 12 months ended December 31, 12 months ended December 31, USD'000 2020 2019 Other operating income from related parties 43 140 Other operating income - other - 40 Total other operating income 43 180 In the year 2020, other operating income from related parties was made up of the amounts invoiced by WISeKey to the OISTE Foundation for the use of its premises and equipment. |
Stock-based compensation
Stock-based compensation | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement, Noncash Expense [Abstract] | |
Stock-based compensation | Employee stock option plans The Stock Option Plan (“ESOP 1”) was approved on December 31, 2007 by the stockholders of WISeKey SA, representing 2,632,500 options convertible into WISeKey SA shares with an exercise price of CHF 0.01 per share. The Stock Option Plan (“ESOP 2”) was approved on December 31, 2011 by the stockholders of WISeKey SA, representing 16,698,300 options convertible into WISeKey SA shares with an exercise price of CHF 0.01 per share. At March 22, 2016 as part of the reverse acquisition transaction, both ESOP plans in existence in WISeKey SA were transferred to WISeKey International Holding Ltd at the same terms, with the share exchange term of 5:1 into WIHN class B shares. Grants In the 12 months to December 31, 2018, the Group granted a total of 851,131 options exercisable in WIHN class B shares. Each warrant is exercisable into one class B share. The warrants granted consist of: - 113,750 options with immediate vesting granted to employees, all of which had been exercised as of December 31, 2018; - 100,000 options with immediate vesting granted to an external advisor, all of which had been exercised as of December 31, 2018; - 214,000 options with immediate vesting granted to external advisors, none of which had been exercised as of December 31, 2018; - 13,167 options granted to an employee, which vested on February 01, 2018 but were not exercised and were forfeited on September 30, 2019; - 13,167 options granted to an employee, which vested on August 01, 2018 but were not exercised and were forfeited on September 30, 2019. - 132,346 options vesting on December 31, 2018 granted to employees, none of which had been exercised as of December 31, 2018; - 132,349 options vesting on December 31, 2019 granted to employees; - 132,352 options vesting on December 31, 2020 granted to employees. The warrants granted were valued at grant date using the Black-Scholes model. Unexercised warrants to external advisers at December 31, 2018 were revalued to their fair value at December 31, 2018 using the same model. In the 12 months to December 31, 2019, the Group granted a total of 2,292,539 options exercisable in WIHN class B shares. Each warrant is exercisable into one class B share. The warrants granted consisted of: - 2,074,770 options with immediate vesting granted to employees and Board members, none of which had been exercised as of December 31, 2019. - 145,854 options with immediate vesting granted to employees and Board members, all of which had been exercised as of December 31, 2019; - 60,394 options with immediate vesting granted in exchange for WISeKey SA shares, all of which had been exercised as of December 31, 2019; and - 11,521 options with immediate vesting granted to an external advisor and which had not been exercised as of December 31, 2019. The warrants granted were valued at grant date using the Black-Scholes model. In the 12 months to December 31, 2020, the Group granted a total of 467,617 options exercisable in WIHN class B shares. Each warrant is exercisable into one class B share. The warrants granted consisted of: - 279,017 options with immediate vesting granted to employees and Board members, none of which had been exercised as of December 31, 2020. - 5,381 options with immediate vesting granted to employees and Board members, all of which had been exercised as of December 31, 2020; - 16,667 options vesting on November 10, 2021 granted to employees; - 16,666 options vesting on November 10, 2022 granted to employees; - 33,334 options vesting on June 30, 2021 granted to employees; - 33,333 options vesting on June 30, 2022 granted to employees; - 33,333 options vesting on June 30, 2023 granted to employees; - 16,323 options with immediate vesting granted in exchange for WISeKey SA shares, all of which had been exercised as of December 31, 2020; and - 33,563 options with immediate vesting granted to external advisors and which had not been exercised as of December 31, 2020. The warrants granted were valued at grant date using the Black-Scholes model. Stock option charge to the income statement The Group calculates the fair value of options granted by applying the Black-Scholes option pricing model. Expected volatility is based on historical volatility of WIHN class B shares. In the fiscal year 2020, a total charge of USD 392,772 was recognized in the consolidated income statement calculated by applying the Black-Scholes model at grant, in relation to options: - USD 362,911 for options granted to employees and Board members; and - USD 29,861 for options granted to nonemployees The following assumptions were used to calculate the compensation expense and the calculated fair value of stock options granted: Assumption December 31, 2020 December 31, 2019 December 31, 2018 Dividend yield None None None Risk-free interest rate used (average) 1.00% 1.00% 1.00% Expected market price volatility 37.61% - 65.38% 51.59% - 56.86% 46.11% - 58.22% Average remaining expected life of stock options (years) 3.43 3.01 3.10 Unvested options to employees as at December 31, 2020 were recognized prorata temporis over the service period (grant date to vesting date). The following table illustrates the development of the Group’s non-vested options for the years ended December 31, 2020 and 2019. Non-vested options Number of WIHN Class B Shares under options Weighted-average grant date fair value (USD) Non-vested options as at December 31, 2018 431,368 2.99 Granted 2,292,539 2.45 Vested (2,464,232) 2.41 Non-vested forfeited or cancelled (254,649) 3.75 Non-vested options as at December 31, 2019 5,026 3.65 Granted 467,617 1.08 Vested (339,310) 1.01 Non-vested forfeited or cancelled - - Non-vested options as at December 31, 2020 133,333 1.20 As at December 31, 2020, there was a USD 122,100 unrecognized compensation expense related to non-vested stock option-based compensation arrangements. Non-vested stock options outstanding as at December 31, 2020 were accounted for using the graded-vesting method, as permitted under ASC 718-10-35-8, and we therefore recognized compensation costs calculated using the Black-Scholes model and the market price of WIHN class B shares at grant date, over the requisite service period. The following table summarizes the Group’s stock option activity for the years ended December 31, 2020 and 2019. Options on WIHN Shares WIHN Class B Shares under options Weighted-average exercise price Weighted average remaining contractual term Aggregate intrinsic value Outstanding as at December 31, 2018 1,342,819 2.76 3.00 (895,404) Of which vested 911,451 3.28 2.26 (1,082,233) Of which non-vested 431,368 - - - Granted 2,292,539 0.99 - - Exercised or converted (259,338) 1.00 - 581,477 Forfeited or cancelled (333,905) 0.05 - - Expired (199,000) 5.17 - - Outstanding as at December 31, 2019 2,843,115 0.99 5.19 3,693,941 Of which vested 2,838,089 1.00 5.19 3,682,672 Of which non-vested 5,026 - - Granted 467,617 1.48 - - Exercised or converted (1,214,402) 1.57 - 2,046,219 Forfeited or cancelled - - - - Expired - - - - Outstanding as at December 31, 2020 2,096,330 1.48 4.44 554,377 Of which vested 1,962,997 1.57 4.31 329,716 Of which non-vested 133,333 - - Summary of stock-based compensation expenses Stock-based compensation expenses 12 months ended December 31, 12 months ended December 31, 12 months ended December 31, USD’000 2020 2019 2018 In relation to Employee Stock Option Plans (ESOP) 363 5,386 1,278 In relation to non-ESOP Option Agreements 30 28 382 Total 393 5,414 1,660 Stock-based compensation expenses are recorded under the following expense categories in the income statement. Stock-based compensation expenses 12 months ended December 31, 12 months ended December 31, 12 months ended December 31, USD’000 2020 2019 2018 Research & development expenses 6 786 121 Selling & marketing expenses 209 1,269 571 General & administrative expenses 178 3,359 967 Total 393 5,414 1,660 |
Non-operating income
Non-operating income | 12 Months Ended |
Dec. 31, 2020 | |
Other Income, Nonoperating [Abstract] | |
Non-operating income | Non-operating income consisted of the following: 12 months ended December 31, 12 months ended December 31, 12 months ended December 31, USD'000 2020 2019 2018 Foreign exchange gain 839 1,761 1,664 Financial income 8 74 85 Interest income 16 - - Other 264 83 432 Total non-operating income from continuing operations 1,127 1,918 2,181 Non-operating income – Other includes total income of CHF 204,547 (USD 218,047) from Nice & Green corresponding to the agreed incentive fee included in the Nice & Green Facility (see Note 25). |
Non-operating expenses
Non-operating expenses | 12 Months Ended |
Dec. 31, 2020 | |
Other Expense, Nonoperating [Abstract] | |
Non-operating expenses | Non-operating expenses consisted of the following: 12 months ended December 31, 12 months ended December 31, 12 months ended December 31, USD'000 2020 2019 2018 Impairment of equity securities at cost 7,000 - - Foreign exchange losses 2,195 2,401 1,984 Financial charges 104 341 104 Interest expense 685 643 244 Other components of defined benefit plans, net 248 132 140 Other 847 153 354 Total non-operating expenses from continuing operations 11,079 3,670 2,826 Non-operating expenses – Other includes a USD 454,501 expense for the fair value adjustment as at December 31, 2020 of the investment in OpenLimit (see Note 20). |
Income taxes
Income taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income taxes | The components of income before income taxes are as follows: Income / (Loss) As at December 31, As at December 31, As at December 31, USD'000 2020 2019 2018 Switzerland (15,723) (19,179) (11,428) Foreign (6,621) (3,838) (4,989) Less discontinued operations - - 6,562 Income/(loss) before income tax (22,344) (23,017) (9,855) Income taxes relating to the Group are as follows: Income taxes As at December 31, As at December 31, As at December 31, USD'000 2020 2019 2018 Switzerland 0 (42) 328 Foreign 9 13 (479) Less discontinued operations 0 42 205 Income tax expense 9 13 53 Income tax at the Swiss statutory rate compared to the Group’s income tax expenses as reported are as follows: Deferred income tax assets/(liabilities) As at December 31, As at December 31, USD'000 2020 2019 Foreign 3 6 Deferred income tax assets/(liabilities) 3 6 Income tax at the Swiss statutory rate compared to the Group’s income tax expenses as reported are as follows: Income taxes at the Swiss statutory rate As at December 31, As at December 31, As at December 31, USD'000 2020 2019 2018 Net income/(loss) from continuing operations before income tax (28,898) (23,017) (9,855) Statutory tax rate 14% 24% 24% Expected income tax (expense)/recovery 4,043 5,524 2,365 Income tax (expense)/recovery (9) (13) (53) Change in valuation allowance (631) (2,129) 4,228 Permanent Difference (1) 0 (9) Change in expiration of tax loss carryforwards (3,411) (3,395) (6,584) Income tax (expense) / recovery (9) (13) (53) The Group assesses the recoverability of its deferred tax assets and, to the extent recoverability does not satisfy the “more likely than not” recognition criterion under ASC 740, records a valuation allowance against its deferred tax assets. The Group considered its recent operating results and anticipated future taxable income in assessing the need for its valuation allowance. The Group’s deferred tax assets and liabilities consist of the following: Deferred tax assets and liabilities As at December 31, As at December 31, USD'000 2020 2019 Stock-based compensation 1 - Defined benefit accrual 1,089 1,100 Tax loss carry-forwards 12,655 11,264 Deferred tax liability on change in unrealized gain related to available-for-sale debt securities (753 ) - Valuation allowance (12,989) (12,358) Deferred tax assets / (liabilities) 3 6 As of December 31, 2020, the Group’s operating cumulated loss carry-forwards of all jurisdictions for its continuing operations are as follows: Operating loss-carryforward as of December 31, 2020 USD'000 USA Switzerland Spain France UK Germany India Total 2021 - 7,139 224 860 32 - - 8,255 2022 - 7,135 1,303 - 2 - - 8,440 2023 - 10,150 1,337 1,121 1 - - 12,609 2024 - 5,848 - 5,157 1 - - 11,006 2025 - 10,778 - 7,778 - - 361 18,917 2026 - 6,373 - - - - 277 6,650 2027 - 14,097 - - - - 170 14,267 2028 91 - - - - - 210 301 2029 9 - 25 - - - - 34 2030 2 - 25 - - - - 27 2031 54 - 75 - - - - 129 2032 89 - 86 - - - - 175 2033 - - 98 - - - - 98 2034 - - 202 - - - - 202 2035 247 - 112 - - - - 359 2036 - - - - - - - - 2037 159 - - - - - - 159 2038 - - - - - - - - 2039 221 - - - - - - 221 2040 90 - - - - - - 90 Total operating loss carry-forwards / Year of expiration if applicable to jurisdiction 962 61,520 3,487 14,917 36 - 1,016 81,938 The following tax years remain subject to examination: Significant jurisdictions Open years Switzerland 2016 - 2020 USA 2020 France 2017 - 2020 Spain 2017 - 2020 Japan 2020 Taiwan 2019 - 2020 India 2018 - 2020 Germany 2020 UK 2018 - 2020 As at December 31, 2019, WISeKey Semiconductors SAS had recorded a USD 118,294 tax provision following a tax audit started in 2018 in relation to prior years. Although the final conclusions have not yet been communicated formally, management believes that it is more probable than not that the entity will have to pay additional taxes and has calculated the provision based on preliminary discussions with the tax authorities. As at December 31, 2020, WISeKey Semiconductors SAS still had the provision of USD 118,294 which was neither utilized nor released and there was no additional accrual in the year 2020. The Group has no unrecognized tax benefits. |
Segment information and geograp
Segment information and geographic data | 12 Months Ended |
Dec. 31, 2020 | |
Segment Reporting [Abstract] | |
Segment information and geographic data | The Group has two segments: Internet of Things (“ IoT mPKI The IoT segment encompasses the design, manufacturing, sales and distribution of microprocessors operations. The mPKI segment includes all operations relating to the provision of secured access keys, authentication, signing software, certificates and digital security applications. 12 months to December 31, 2020 2019 2018 USD'000 IoT mPKI Total IoT mPKI Total IoT mPKI Total Revenues from external customers 14,317 462 14,779 20,504 2,148 22,652 29,404 4,876 34,280 Intersegment revenues - 6,786 6,786 344 6,169 6,513 725 2,563 3,288 Interest revenue 8 59 67 36 38 74 37 167 204 Interest expense 12 707 718 29 695 724 275 2,608 2,883 Depreciation and amortization 1,501 91 1,592 1,298 57 1,355 1,299 16 1,315 Segment income /(loss) before income taxes (2,038) (19,983) (22,021) 130 (22,837) (22,707) (1,232) (8,466) (9,698) Profit / (loss) from intersegment sales - 323 323 16 294 310 35 122 157 Income tax recovery /(expense) - (9) (9) - (13) (13) 2 (55) (53) Other significant non cash items Share-based compensation expense - 393 393 - 5,414 5,414 - 1,660 1,660 Gain/(loss) on derivative liability - 44 44 - 214 214 - - - Interest and amortization of debt discount and expense - 458 458 - 742 742 - 150 150 Segment assets 11,031 470,327 518,358 15,794 29,919 45,713 19,082 52,675 71,757 12 months to December 31, 2020 2019 2018 USD'000 USD'000 USD'000 Revenue reconciliation Total revenue for reportable segment 21,565 29,165 37,568 Elimination of intersegment revenue (6,786) (6,513) (3,288) Total consolidated revenue 14,779 22,652 34,280 Loss reconciliation Total profit / (loss) from reportable segments (28,575) (22,707) (9,698) Elimination of intersegment profits (323) (310) (157) Loss before income taxes (28,898) (23,017) (9,855) As at December 31, 2020 2019 2018 USD'000 USD'000 USD'000 Asset reconciliation Total assets from reportable segments 51,358 45,713 71,757 Elimination of intersegment receivables (10,515) (6,794) (6,430) Elimination of intersegment investment and goodwill 12,038 10,985 (19,533) Total assets held for sale from discontinued operations - - 32,659 Consolidated total assets 52,881 49,904 78,453 Revenue and property, plant and equipment by geography The following tables summarize geographic information for net sales based on the billing address of the customer, and for property, plant and equipment. Net sales by region from continuing operations 12 months ended December 31, 12 months ended December 31, 12 months ended December 31, USD'000 2020 2019 2018 Switzerland 592 2,137 2,512 Rest of EMEA* 4,321 8,046 14,122 North America 8,260 9,691 15,165 Asia Pacific 1,526 2,504 2,306 Latin America 80 274 175 Total Net sales from continuing operations 14,779 22,652 34,280 * EMEA means Europe, Middle East and Africa Property, plant and equipment, net of depreciation, by region As at December 31, As at December 31, USD'000 2020 2019 Switzerland 37 44 Rest of EMEA* 953 1,742 North America 1 1 Asia Pacific 9 14 Total Property, plant and equipment, net of depreciation 1,000 1,801 * EMEA includes Europe, Africa and the Middle-East |
Earnings_(loss) per share
Earnings/(loss) per share | 12 Months Ended |
Dec. 31, 2020 | |
Earnings per share | |
Earnings/(loss) per share | The computation of basic and diluted net earnings/(loss) per share for the Group is as follows: 12 months ended December 31, 12 months ended December 31, 12 months ended December 31, Earnings / (loss) per share 2020 2019 2018 Net income / (loss) attributable to WISeKey International Holding AG (USD'000) (28,659) 8,187 (16,278) Effect of potentially dilutive instruments on net gain (USD'000) N/A 335 N/A Net income / (loss) attributable to WISeKey International Holding AG after effect of potentially dilutive instruments (USD'000) N/A 8,522 N/A Shares used in net earnings / (loss) per share computation: Weighted average shares outstanding - basic 42,785,300 36,079,000 33,904,659 Effect of potentially dilutive equivalent shares N/A 1,399,458 N/A Weighted average shares outstanding - diluted N/A 37,478,458 N/A Net earnings / (loss) per share Basic weighted average loss per share attributable to WIHN (USD) (0.67) 0.23 (0.48) Diluted weighted average loss per share attributable to WIHN (USD) (0.67) 0.23 (0.48) For purposes of the diluted net loss per share calculation, stock options, convertible instruments and warrants are considered potentially dilutive securities and are excluded from the calculation of diluted net loss per share, because their effect would be anti-dilutive. The following table shows the number of stock equivalents that were excluded from the computation of diluted earnings per share because the effect would have been anti-dilutive. Dilutive vehicles with anti-dilutive effect 2020 2019 2018 Total stock options 1,333,434 - 1,342,819 Warrants - - 2,942,374 Total convertible instruments 20,369,716 - 6,821,804 Total number of shares from dilutive vehicles with anti-dilutive effect 21,703,150 - 11,106,997 The following table shows the number of stock equivalents that were included in the computation of diluted earnings per share: Dilutive vehicles 2020 2019 2018 Total stock options - 2,327,115 - Warrants - - - Total convertible instruments - 693,230 - Total number of shares from dilutive vehicles - 3,020,345 - |
Legal proceedings
Legal proceedings | 12 Months Ended |
Dec. 31, 2020 | |
Loss Contingency, Information about Litigation Matters [Abstract] | |
Legal proceedings | We are currently not party to any legal proceedings and claims. |
Related parties disclosure
Related parties disclosure | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related parties disclosure | Subsidiaries The consolidated financial statements of the Group include the entities listed in the following table: Group Company Name Country of incorporation Year of incorporation Share Capital % ownership % ownership Nature of business WISeKey SA Switzerland 1999 CHF 933,436 95.75% 95.58% Main operating company. Sales and R&D services WISeKey Semiconductors SAS France 2010 EUR 1,298,162 100.0% 100.0% Chip manufacturing, sales & distribution WiseTrust SA Switzerland 1999 CHF 680,000 100.0% 100.0% Non-operating investment company WISeKey ELA SL Spain 2006 EUR 4,000,000 100.0% 100.0% Sales & support WISeKey SAARC Ltd U.K. 2016 GBP 100,000 51.0% 51.0% Non trading WISeKey USA Inc* U.S.A 2006 USD 6,500 100%* 100%* Sales & support WISeKey India Private Ltd** India 2016 INR 1,000,000 45.9% 45.9% Sales & support WISeKey IoT Japan KK Japan 2017 JPY 1,000,000 100.0% 100.0% Sales & distribution WISeKey IoT Taiwan Taiwan 2017 TWD 100,000 100.0% 100.0% Sales & distribution WISeCoin AG Switzerland 2018 CHF 100,000 90.0% 90.0% Sales & distribution WISeKey Equities AG Switzerland 2018 CHF 100,000 100.0% 100.0% Financing, Sales & distribution WISeCoin France R&D Lab SAS France 2019 EUR 10,000 90.0% 90.0% Research & development WISeKey Semiconductors GmbH Germany 2019 EUR 25,000 100.0% 100.0% Sales & distribution WISeKey Arabia - Information Technology Ltd Saudi Arabia 2019 SAR 200,000.00 51.0% 51.0% Sales & distribution WiseAI AG Switzerland 2020 CHF 100,000 51.0% not incorporated Sales & distribution * 50% owned by WISeKey SA and 50% owned by WiseTrust SA ** 88% owned by WISeKey SAARC which is controlled by WISeKey International Holding AG Related party transactions and balances Receivables as at Payables as at Net expenses to Net income from Related Parties December 31, December 31, December 31, December 31, in the year ended December 31, in the year ended December 31, (in USD'000) 2020 2019 2020 2019 2020 2019 2018 2020 2019 2018 1 Carlos Moreira - - 1,580 - - - - - - 209 2 Maryla Shingler-Bobbio - - - - - 123 80 - - - 3 Philippe Doubre - - - 40 86 114 80 - - - 4 Juan Hernández Zayas - - - 37 52 165 88 - - - 5 Thomas Hürlimann - - - 16 - 63 24 - - - 6 Dourgam Kummer 14 - - 2 - 52 264 - - - 7 David Fergusson - - - 22 119 161 47 - - - 8 Eric Pellaton - - - - 42 - - - - - 9 Jean-Philippe Ladisa - - - - 61 - - - - - 10 Roman Brunner - - - - - 426 242 - 87 - 11 Anthony Nagel - - - - - 5 164 - 58 - 12 Harald Steger - - - - - 445 - - - 13 Don Tapscott - - - - 8 - 394 - - - 14 Wei Wang - - - - - - 187 - 10 - 15 OISTE 95 119 172 - 374 219 221 32 140 - 16 Edmund Gibbons Limited - - - - - 479 173 - 36 434 17 Terra Ventures Inc - - 33 33 - - - - - - 18 SAI LLC (SBT Ventures) - - 34 33 - - - - - - 19 GSP Holdings Ltd - - 18 17 - - - - - - 20 Indian Potash Limited - - - - - - - - - 42 21 ACXIT Capital - - - - - - - - - 696 22 Philippe Gerwill - - - - - 14 - - - - 23 Related parties of Carlos Moreira - - - 2 223 360 - - - - 24 Todd Ruppert - - - - - - 353 - - - 25 Cristina Dolan - - - - 1 - - - - - 26 Maria Pia Aqueveque Jabbaz - - - - 1 - - - - - Total 109 119 1,837 202 967 2,181 2,762 32 331 1,381 1. Carlos Moreira is the Chairman of the Board and CEO of WISeKey. A short-term payable in an amount of CHF 1,397,135 (USD 1,579,945) to Carlos Moreira was outstanding as at December 31, 2020, made up of accrued salary and bonus. 2. Maryla Shingler Bobbio is a former Board member of the Group, and former member of the Group’s audit committee and nomination & compensation committee. 3. Philippe Doubre is a Board member of the Group, and member of the Group’s nomination & compensation committee, as well as a shareholder. The expenses recorded in the income statement in the year to December 31, 2020 relate to his Board fee. 4. Juan Hernandez-Zayas is a former Board member of the Group, and former member of the Group’s audit committee and the strategy committee, as well as a shareholder. Mr. Hernandez-Zayas did not seek reelection at the Group’s last Annual General Meeting on May 15, 2020. 5. Thomas Hürlimann is a former Board member of the Group. 6. Dourgam Kummer is a former Board member of the Group, as well as a shareholder. The receivable from Dourgam Kummer as at December 31, 2020 relates to outstanding employee social charges for the exercise of ESOP options granted in 2019. 7. David Fergusson is a Board member of the Group, and member of the Group’s audit committee and nomination & compensation committee, as well as a shareholder. The expenses recorded in the income statement in the year to December 31, 2020 relate to his Board fee. 8. Eric Pellaton is a Board member of the Group, and member of the Group’s nomination & compensation committee, as well as a shareholder. The expenses recorded in the income statement in the year to December 31, 2020 relate to his Board fee. 9. Jean-Philippe Ladisa is a Board member of the Group, and member of the Group’s audit committee. The expenses recorded in the income statement in the year to December 31, 2020 relate to his Board fee. 10. Roman Brunner is the former Chief Revenue Officer of the Group. 11. Anthony Nagel is the former Chief Operations Officer of QuoVadis. 12. Harald Steger is a former member of the Group’s advisory committee. 13. Don Tapscott is a member of the Group’s advisory committee, and cofounder of The Tapscott Group Inc. The Blockchain Research Institute (the “ BRI 14. Wei Wang is a former member of the Group’s advisory committee. 15. The Organisation Internationale pour la Sécurité des Transactions Electroniques (“ OISTE OISTE is also the minority shareholder in WISeCoin AG with a 10% ownership. The receivable from OISTE as at December 31, 2020 and income recorded in the income statement in the year to December 31, 2020 relate to the facilities and personnel hosted by WISeKey SA on behalf of OISTE. In the year 2020, WISeKey SA invoiced OISTE CHF 29,918 (USD 31,893). The payable to OISTE as at December 31, 2020 and expenses relating to OISTE recognized in 2020 are made up of license and royalty fees for the year 2020 under the contract agreement with WISeKey SA. 16. Edmund Gibbons Limited had a 49% shareholding in QuoVadis Services Ltd which was 51% owned by WISeKey until the divestiture of QuoVadis in 2019. 17. Terra Ventures Inc has a 49% shareholding in WISeKey SAARC Ltd. Terra Ventures granted a GBP 24,507 loan to WISeKey SAARC Ltd on January 24, 2017. The loan is non-interest bearing and has no set repayment date. 18. SAI LLC, doing business as SBT Ventures, is a former shareholder in WISeKey SAARC Ltd. SAI LLC granted a GBP 25,000 loan to WISeKey SAARC Ltd on January 25, 2017. The loan is non-interest bearing and has no set repayment date. 19. GSP Holdings Ltd is a former shareholder in WISeKey SAARC Ltd. GSP Holdings Ltd granted a GBP 12,500 loan to WISeKey SAARC Ltd on February 02, 2017. The loan is non-interest bearing and has no set repayment date. 20. Indian Potash Limited has a 10% shareholding in WISeKey India Private Ltd. 21. ACXIT Capital Partners, an international corporate finance and investment advisory firm, has provided advisory services to WISeKey. 22. Philipp Gerwill is an external consultant for the Group. 23. Two immediate family members of Carlos Moreira are employed by WISeKey SA. In line with ASC 850-10-50-5, transactions involving related parties cannot be presumed to be carried out on an arm’s-length basis. The aggregate employment remuneration of these two immediate family members amounted to USD 219,892 recorded in the income statement in 2020. Additionally, one other immediate family member of Carlos Moreira has access to WISeKey’s facilities for a cost of CHF 2,760 (USD 2,942) per annum. 24. Todd Ruppert is a former investor in WISeKey. 25. Cristina Dolan is a member of the Group’s advisory committee. The expenses recorded in the income statement in the year to December 31, 2020 relate to her advisory committee fee. 26. Maria Pia Aqueveque Jabbaz is a member of the Group’s advisory committee. The expenses recorded in the income statement in the year to December 31, 2020 relate to her advisory committee fee. |
Subsequent events
Subsequent events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent events | GTO Facility After December 31, 2020, the Group made two subscriptions under the terms of the GTO Facility as follows: - On February 11, 2021 for convertibles notes in the amount CHF 4,840,000 (USD 5,433,229 at historical rate). The funds were received on February 19, 2021. In line with the terms of the GTO Facility, WISeKey issued GTO with 458,332 warrants on WIHN class B shares at an exercise price of CHF 1.584. - On March 22, 2021 for convertible notes in the amount of CHF 1,500,000 (USD 1,624,664 at historical rate). The funds were received on March 24, 2021. In line with the terms of the GTO Facility, WISeKey issued GTO with 102,599 warrants on WIHN class B shares at an exercise price of CHF 2.193. On March 25, 2021, GTO exercised their right to request the subscription of 2 tranches for convertible notes in the amount of CHF 3,000,000 (USD 3,193,098 at historical rate). The funds were received on March 31, 2021. In line with the terms of the GTO Facility, WISeKey issued GTO with 187,188 warrants on WIHN class B shares at an exercise price of CHF 2.40. In 2021, GTO issued a total of ten conversion notices, resulting in the following conversions after December 31, 2020: - On December 30, 2020 for 1,802,265 WIHN class B shares delivered on January 04, 2021 for a conversion of CHF 1,750,000 (USD 1,985,363). - On January 08, 2021 for 102,986 WIHN class B shares delivered on January 11, 2021 for a conversion of CHF 100,000 (USD 112,399). - On January 11, 2021 for 2,059,731 WIHN class B shares of which 401,446 were delivered on January 13, 2021 and 1,658,285 on January 19, 2021 for a conversion of, respectively, CHF 389,805 (USD 439,274) and CHF 1,610,195 (USD 1,811,772). - On January 27, 2021 for 46,210 WIHN class B shares delivered on February 01, 2021 for a conversion of CHF 50,000 (USD 55,778). - On February 15, 2021 for 2,919,579 WIHN class B shares delivered on February 23, 2021 for a conversion of CHF 3,340,000 (USD 3,732,727). - On March 18, 2021 for 441,306 WIHN class B shares delivered on March 22, 2021 for a conversion of CHF 500,000 (USD 541,555). - On March 19, 2021 for 882,612 WIHN class B shares delivered on March 22, 2021 for a conversion of CHF 1,000,000 (USD 1,083,109). - On March 23, 2021 for 441,306 WIHN class B shares delivered on March 25, 2021 for a conversion of CHF 500,000 (USD 532,183). - On March 25, 2021 for 882,612 WIHN class B shares delivered on March 29, 2021 for a conversion of CHF 1,000,000 (USD 1,066,166). - On March 30, 2021 for 2,647,836 WIHN class B shares delivered on April 01, 2021 for a conversion of CHF 3,000,000 (USD 3,187,380). Crede Convertible Loan On January 06, 2021 Crede exercised a conversion in the amount of USD 1,038,627 in exchange for 1,000,000 WIHN class B shares issued out of treasury shares and delivered on January 06, 2021. On February 15, 2021 Crede exercised a conversion in the amount of USD 3,176,493 in exchange for 3,058,358 WIHN class B shares issued out of conditional capital. This last conversion was for the remaining balance of the loan, therefore, as at February 17, 2021 when the shares were delivered to Crede, the balance of the loan was USD nil. Release of restricted cash On January 16, 2021, as per the terms of the SPA relating to the sale of WISeKey (Bermuda) Holding Ltd and its affiliates to Digicert Inc,, USD 2.0 million of the consideration retained on an escrow account was released to WISeKey. The funds were received on January 29, 2021 together with USD 46,557 interest earned on the restricted cash account until its release. GEM Facility On January 19, 2021, the GEM facility expired. There was no drawdown in 2021 before expiration. Therefore, the GEM Facility expired with an unused balance of CHF 56,094,645. Options granted under WISeKey ESOP After December 31, 2020, a total of 8,299 options were granted under the Group’s ESOP. Conversion of arago Third Convertible Loan and acquisition of 51% of arago’s share capital Arago is a private German company, leader in artificial intelligence automation. In 2021, WISeKey made three more payments to arago in the framework of the arago Third Convertible Loan (see Note 10): on January 04, 2021 for EUR 300,000 (USD 367,646), on February 17, 2021 for CHF 800,000, and on March 10, 2021 for CHF 800,000 (USD 858,751). These payments brought the arago Third Convertible Loan balance to CHF 5 million as at March 10, 2021. On January 18, 2021, WISeKey requested to convert the arago Third Convertible Loan (see Note 10) into 51% of arago’s share capital carrying 51% of the voting rights, which resulted in the issue of 136,072 new arago shares with a nominal value of EUR 1 to WISeKey in exchange for the payment by WISeKey of the aggregate nominal value of the newly issued shares of EUR 136,072 (USD 164,275 at historical cost). The arago Shareholders’ Resolution relating to the capital increase to create 136,072 new arago shares to be transferred to WISeKey, the amendment of the articles of association of arago GmbH and the subscription by WISeKey International Holding AG for the acquisition of the 136,072 newly-created arago shares took place on January 27, 2021. The Investment and Shareholders’ Agreement between WISeKey International Holding AG, arago and arago’s existing shareholders for the acquisition by WISeKey of 51% of arago’s share capital was registered at the notary office on January 27, 2021. On February 01, 2021, Carlos Moreira was appointed Managing Director of arago. The registration of WISeKey as a shareholder of arago holding 136,072 arago shares occurred on February 15, 2020. At the date when these financial statements are released, there remains an uncertainty about the acquisition date as defined by ASC 805. Once the acquisition date is determined, the assets, liabilities and results of arago will be consolidated in WISeKey’s financial statements from the acquisition date. The amounts recognized as of the acquisition date for each major class of assets acquired and liabilities assumed, as well as for the fair value of the remaining noncontrolling interest and goodwill cannot be ascertained at the time these financial statements are released because of the uncertainty around the acquisition date and because the audited US GAAP financial statements of arago are not yet available. The consideration will include the fair value of the arago Third Convertible Loan at the acquisition date, the payment by WISeKey of the aggregate nominal value of the newly issued shares of EUR 136,072 (USD 164,275 at historical cost), and any additional costs meeting the definition of acquisition-related costs per ASC 805. Any gain or loss recognized as a result of remeasuring the arago Third Convertible Loan to fair value on the acquisition date will be disclosed. Second Yorkville Convertible Loan At the time of release of this annual report, WISeKey has repaid another USD 1,123,438 toward the Second Yorkville Convertible Loan and the remaining balance is USD 569,541. Investment in FOSSA SYSTEMS s.l. On April 8, 2021, WISeKey E.L.A. s.l. invested EUR 440,000 (USD 475,673 at historical rate) to acquire 15% of the share capital of FOSSA SYSTEMS s.l., a Spanish aerospace company providing picosatellites for Low Earth Orbit (LEO) services as a vertically integrated service: from design to launch and operations. SEDA Drawdown On April 15, 2021 WISEKey made one drawdown from CHF 363,876 (USD 394,370 at historical rate) in exchange for 219,599 WIHN class B shares issued out of treasury share capital. |
Business Updates Related to COV
Business Updates Related to COVID-19 | 12 Months Ended |
Dec. 31, 2020 | |
Business Updates Related To Covid-19 | |
Business Updates Related to COVID-19 | In March 2020, the World Health Organization declared the Coronavirus (COVID-19) a pandemic. The outbreak spread quickly around the world, including in every geography in which the Company operates. The pandemic has created uncertainty around the impact of the global economy and has resulted in impacts to the financial markets and asset values. Governments implemented various restrictions around the world, including closure of non-essential businesses, travel, shelter-in-place requirements for citizens and other restrictions. The Company took a number of precautionary steps to safeguard its businesses and colleagues from COVID-19, including implementing travel restrictions, working from home arrangements and flexible work policies. Through the end of the first half of the year, the majority of the Company’s colleagues continued working either fully or partially in a remote work environment, with virtually no disruption to the Company as a whole and its ability to serve clients. The Company started to return to offices around the world, in line with the guidelines and orders issued by national, state and local governments, implementing a phased approach in its main offices in Switzerland and in France. We continue to prioritize the safety and well-being of our colleagues during this time. The Company’s major production centers, located in Taiwan and Vietnam, were quick to implement controls and safeguards around their processes that enabled us to continue delivering products with minimal interruption to our clients. At the end of the second quarter, we started to see the first impact of the pandemic upon our activities with certain clients reducing or delaying their orders. At this stage, the impact upon the Company has been limited and we remain confident that we will be able to fulfil all current client orders. The Company retains a strong liquidity position and believes that it has sufficient cash reserves to support the entity for the foreseeable future (see note 2 for further details.) The Company continues to review its costs and suspended its share buy-back programs in order to reduce the cash burn. The Company has applied for, and received, support under the schemes announced by the Swiss government and is applying for similar support under the schemes announced by the French government. Currently the Company remains able to meet its commitments and does not foresee any significant challenges in the near future. The Company currently does not anticipate any material impact on its liquidity position and outlook. At this stage it remains impossible to predict the extent of the impact of the COVID-19 pandemic as this will depend on numerous evolving factors and future developments that the Company is not able to predict. |
Summary of significant accoun_2
Summary of significant accounting policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Fiscal Year | The Group’s fiscal year ends on December 31. |
Principles of Consolidation | The consolidated financial statements include the accounts of WISeKey and its wholly-owned or majority-owned subsidiaries over which the Group has control. The consolidated comprehensive loss and net loss of non-wholly owned subsidiaries is attributed to owners of the Group and to the noncontrolling interests in proportion to their relative ownership interests. Intercompany income and expenses, including unrealized gross profits from internal group transactions and intercompany receivables, payables and loans have been eliminated. |
Use of Estimates | The preparation of consolidated financial statements in conformity with US GAAP requires management to make certain estimates, judgments and assumptions. We believe these estimates, judgements and assumptions are reasonable, based upon information available at the time they were made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities as of the date of the financial statements as well as the reported amounts of revenues and expenses during the periods presented. To the extent there are differences between these estimates, judgments or assumptions and the actual results, our consolidated financial statements will be affected. In many cases, the accounting treatment of a particular transaction is specifically dictated by US GAAP and does not require management’s judgment in its application. There are also areas in which management’s judgment in selecting from available alternatives would not produce a materially different result. |
Foreign Currency | In general, the functional currency of a foreign operation is the local currency. Assets and liabilities recorded in foreign currencies are translated at the exchange rate on the balance sheet date. Revenue and expenses are translated at average rates of exchange prevailing during the year. The effects of foreign currency translation adjustments are included in stockholders’ equity as a component of accumulated other comprehensive income/loss. The Group's reporting currency is USD. |
Cash and Cash Equivalents | Cash consists of deposits held at major banks that are readily available. Cash equivalents consist of highly liquid investments that are readily convertible to cash and with original maturity dates of three months or less from the date of purchase. The carrying amounts approximate fair value due to the short maturities of these instruments. |
Accounts Receivable | Receivables represent rights to consideration that are unconditional and consist of amounts billed and currently due from customers, and revenues that have been recognized for accounting purposes but not yet billed to customers. The Group extends credit to customers in the normal course of business and in line with industry practices. |
Allowance for Doubtful Accounts | We recognize an allowance for credit losses to present the net amount of receivables expected to be collected as of the balance sheet date. The allowance is based on the credit losses expected to arise over the asset’s contractual term taking into account historical loss experience, customer-specific data as well as forward looking estimates. Expected credit losses are estimated individually. Accounts receivable are written off when deemed uncollectible and are recognized as a deduction from the allowance for credit losses. Expected recoveries, which are not to exceed the amount previously written off, are considered in determining the allowance balance at the balance sheet date. |
Inventories | Inventories are stated at the lower of cost or net realizable value. Costs are calculated using standard costs, approximating average costs. Finished goods and work-in-progress inventories include material, labor and manufacturing overhead costs. The Group records write-downs on inventory based on an analysis of obsolescence or a comparison to the anticipated demand or market value based on a consideration of marketability and product maturity, demand forecasts, historical trends and assumptions about future demand and market conditions. |
Property, Plant and Equipment | Property, plant and equipment are stated at cost, net of accumulated depreciation. Depreciation is computed using the straight-line method based on estimated useful lives which range from 1 to 8 years. Leasehold improvements are amortized over the lesser of the estimated useful lives of the improvements or the lease terms, as appropriate. Property, plant and equipment are periodically reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. |
Intangible Assets | Those intangible assets that are considered to have a finite useful life are amortized over their useful lives, which generally range from 1 to 14 years. Each period we evaluate the estimated remaining useful lives of intangible assets and whether events or changes in circumstances require a revision to the remaining periods of amortization or that an impairment review be carried out. As at December 31, 2020 and 2019, all intangible assets held by the Group have been determined to have a finite life. |
Leases | In line with ASC 842, the Group, as a lessee, recognizes right-of-use assets and related lease liabilities on its balance sheet for all arrangements with terms longer than twelve months, and reviews its leases for classification between operating and finance leases. Obligations recorded under operating and finance leases are identified separately on the balance sheet. Assets under finance leases and their accumulated amortization are disclosed separately in the notes. Operating and finance lease assets and operating and finance lease liabilities are measured initially at an amount equal to the present value of minimum lease payments during the lease term, as at the beginning of the lease term. We have elected the short-term lease practical expedient whereby we do not present short-term leases on the consolidated balance sheet as these leases have a lease term of 12 months or less at lease inception and do not contain purchase options or renewal terms that we are reasonably certain to exercise. We have also elected the practical expedients related to lease classification of leases that commenced before the effective date of ASC 842. We adopted ASC 842 as of January 01, 2019 using the cumulative effect adjustment approach. Accordingly, previously reported financial statements, including footnote disclosures, have not been restated to reflect the application of the new standard to all comparative periods presented. |
Goodwill and Other Indefinite-Lived Intangible Assets: | Goodwill and other indefinite-lived intangible assets are not amortized, but are subject to impairment analysis at least once annually. Goodwill is allocated to the reporting unit in which the business that created the goodwill resides. A reporting unit is an operating segment, or a business unit one level below that operating segment, for which discrete financial information is prepared and regularly reviewed by segment management. We review our goodwill and indefinite lived intangible assets annually for impairment, or sooner if events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. We use October 1 st |
Equity Securities | Equity securities are any security representing an ownership interest in an entity or the right to acquire or dispose of an ownership interest in an entity at fixed or determinable prices, in accordance with ASC 321, i.e. investments that do not qualify for accounting as a derivative instrument, an investment in consolidated subsidiaries, or an investment accounted for under the equity method. We account for these investments in equity securities at fair value at the reporting date, except for those investments without a readily determinable fair value where we have elected the measurement at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer, in line with ASC 321. Changes in fair value are accounted for in the income statement as a non-operating income/expense. |
Available-for-sale debt securities | Available-for-sale debt securities are investments in debt securities that have readily determinable fair values and are not classified as trading securities or as held-to-maturity securities. We account for these investments in available-for-sale debt securities at fair value at the reporting date and subject to impairment testing. Other than impairment losses, unrealized gains and losses are reported, net of the related tax effect, in other comprehensive income as change in unrealized gains related to available-for-sale debt securities. |
Revenue Recognition | WISeKey’s policy is to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, WISeKey applies the following steps: - Step 1: Identify the contract(s) with a customer. - Step 2: Identify the performance obligations in the contract. - Step 3: Determine the transaction price. - Step 4: Allocate the transaction price to the performance obligations in the contract. - Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation Revenue is measured based on the consideration specified in a contract with a customer and excludes amounts collected on behalf of third parties. We typically allocate the transaction price to each performance obligation on the basis of the relative standalone selling prices of each distinct good or service promised in the contract. If a standalone price is not observable, we use estimates. The Group recognizes revenue when it satisfies a performance obligation by transferring control over goods or services to a customer. The transfer may be done at a point in time (typically for goods) or over time (typically for services). The amount of revenue recognized is the amount allocated to the satisfied performance obligation. For performance obligations satisfied over time, the revenue is recognized over time, most frequently on a prorata temporis If the Group determines that the performance obligation is not satisfied, it will defer recognition of revenue until it is satisfied. We present revenue net of sales taxes and any similar assessments. The Group delivers products and records revenue pursuant to commercial agreements with its customers, generally in the form of an approved purchase order or sales contract. Where products are sold under warranty, the customer is granted a right of return which, when exercised, may result in either a full or partial refund of any consideration received, or a credit that can be applied against amounts owed, or that will be owed, to WISeKey. For any amount received or receivable for which we do not expect to be entitled to because the customer has exercised its right of return, we recognize those amounts as a refund liability. |
Contract Assets | Contract assets consists of accrued revenue where WISeKey has fulfilled its performance obligation towards the customer but the corresponding invoice has not yet been issued. Upon invoicing, the asset is reclassified to trade accounts receivable until payment. |
Deferred Revenue | Deferred revenue consists of amounts that have been invoiced and paid but have not been recognized as revenue. Deferred revenue that will be realized during the succeeding 12-month period is recorded as current and the remaining deferred revenue recorded as non-current. This would relate to multi-year certificates or licenses. |
Contract Liability | Contract liability consists of either: - amounts that have been invoiced and not yet paid, nor recognized as revenue. Upon payment, the liability is reclassified to deferred revenue if the amounts still have not been recognized as revenue. Contract liability that will be realized during the succeeding 12-month period is recorded as current and the remaining contract liability recorded as non-current. This would relate to multi-year certificates or licenses. - advances from customers not supported by invoices. |
Sales Commissions | Sales commission expenses where revenue is recognized are recorded in the period of revenue recognition. |
Cost of Sales | Our cost of sales consists primarily of expenses associated with the delivery and distribution of our services and products. These include expenses related to the license to the Global Cryptographic ROOT Key, the global Certification authorities as well as the digital certificates for people, servers and objects, expenses related to the preparation of our secure elements and the technical support provided on the Group's ongoing production and on the ramp-up phase, including materials, labor, test and assembly suppliers, and subcontractors, freights costs, as well as the amortization of probes, wafers and other items that are used in the production process. |
Research and Development and Software Development Costs | All research and development costs and software development costs are expensed as incurred. |
Advertising Costs | All advertising costs are expensed as incurred. |
Pension Plan | The Group maintains four defined benefit post retirement plans: - one that covers all employees working for WISeKey SA in Switzerland, - one that covers all employees working for WISeKey International Holding Ltd. in Switzerland, - one for the French employees of WISeKey Semiconductors SAS, and - one for the French employees of WISeCoin R&D Lab SAS. In accordance with ASC 715-30, Defined Benefit Plans – Pension, |
Stock-based Compensation | Stock-based compensation costs are recognized in earnings using the fair-value based method for all awards granted. Fair values of options and awards granted are estimated using a Black-Scholes option pricing model. The model’s input assumptions are determined based on available internal and external data sources. The risk-free rate used in the model is based on the Swiss treasury rate for the expected contractual term. Expected volatility is based on historical volatility of WIHN class B shares. Compensation costs for unvested stock options and awards are recognized in earnings over the requisite service period based on the fair value of those options and awards at the grant date. Nonemployee share-based payment transactions are measured by estimating the fair value of the equity instruments that an entity is obligated to issue and the measurement date will be consistent with the measurement date for employee share-based payment awards (i.e., grant date for equity-classified awards). |
Income Taxes | Taxes on income are accrued in the same period as the revenues and expenses to which they relate. Deferred taxes are calculated on the temporary differences that arise between the tax base of an asset or liability and its carrying value in the balance sheet of our companies prepared for consolidation purposes, with the exception of temporary differences arising on investments in foreign subsidiaries where WISeKey has plans to permanently reinvest profits into the foreign subsidiaries. Deferred tax assets on tax loss carry-forwards are only recognized to the extent that it is “more likely than not” that future profits will be available and the tax loss carry-forward can be utilized. Changes to tax laws or tax rates enacted at the balance sheet date are taken into account in the determination of the applicable tax rate provided that they are likely to be applicable in the period when the deferred tax assets or tax liabilities are realized. WISeKey is required to pay income taxes in a number of countries. WISeKey recognizes the benefit of uncertain tax positions in the financial statements when it is more likely than not that the position will be sustained on examination by the tax authorities. The benefit recognized is the largest amount of tax benefit that is greater than 50 percent likely of being realized on settlement with the tax authority, assuming full knowledge of the position and all relevant facts. WISeKey adjusts its recognition of these uncertain tax benefits in the period in which new information is available impacting either the recognition or measurement of its uncertain tax positions. |
Research Tax Credits | Research tax credits are provided by the French government to give incentives for companies to perform technical and scientific research. Our subsidiary WISeKey Semiconductors SAS is eligible to receive such tax credits. These research tax credits are presented as a reduction of Research & development expenses in the income statement when companies that have qualifying expenses can receive such grants in the form of a tax credit irrespective of taxes ever paid or ever to be paid, the corresponding research and development efforts have been completed and the supporting documentation is available. The credit is deductible from the entity’s income tax charge for the year or payable in cash the following year, whichever event occurs first. The tax credits are included in noncurrent deferred tax credits in the balance sheet in line with ASU 2015-17. |
Earnings per Share | Basic earnings per share are calculated using WISeKey International Holding AG’s weighted-average outstanding common shares. When the effects are not antidilutive, diluted earnings per share is calculated using the weighted-average outstanding common shares and the dilutive effect of stock options as determined under the treasury stock method. |
Segment Reporting | Our chief operating decision maker, who is also our Chief Executive Officer, regularly reviews information collated into two segments for purposes of allocating resources and assessing budgets and performance. We report our financial performance based on this segment structure described in Note 35. |
Recent Accounting Pronouncements | Adoption of new FASB Accounting Standard in the current year – Prior-Year Financial Statements not restated: In 2020, the Group adopted ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement The following disclosure requirements were removed from Topic 820: · The amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy; The policy for timing of transfers between levels; · The valuation processes for Level 3 fair value measurements;. The following disclosure requirements were added to Topic 820: · The changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements held at the end of the reporting period; and the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. For certain unobservable inputs, an entity may disclose other quantitative information (such as the median or arithmetic average) in lieu of the weighted average if the entity determines that other quantitative information would be a more reasonable and rational method to reflect the distribution of unobservable inputs used to develop Level 3 fair value measurements. There was no material impact on the Group’s disclosures in 2020 upon adoption of the new standard. As of January 1, 2020, the Group adopted Accounting Standards Update ASU 2016-13, Financial Instruments - Credit Losses, which requires the measurement of expected lifetime credit losses, rather than incurred losses, for financial instruments held at the reporting date based on historical experience, current conditions and reasonable forecasts. There was no material impact on the Group's results upon adoption of the standard. The Group also adopted ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments—Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments, Codification improvements, which clarifies and improves areas of guidance related to the recently issued standards on credit losses, hedging, and recognition and measurement of financial instruments to ASU 2016-01, 2016-13 & 2017-12. Since issuance of these standards, the FASB has identified areas that need clarification and correction, resulting in changes similar to those issues under its ongoing Codification improvements. There was no material impact on the Group’s results of operations in 2020 upon adoption of the new standard. New FASB Accounting Standard to be adopted in the future: In August 2018, The FASB issued ASU 2018-14, Compensation—Retirement Benefits—Defined Benefit Plans—General (Subtopic 715-20): Disclosure Framework—Changes to the Disclosure Requirements for Defined Benefit Plans. Summary: ASU 2018-14 applies to all employers that sponsor defined benefit pension or other postretirement plans. The amendments modify the disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans. ASU 2018-14 deletes the following disclosure requirements: The amounts in accumulated other comprehensive income expected to be recognized as components of net periodic benefit cost over the next fiscal year; the amount and timing of plan assets expected to be returned to the employer; related party disclosures about the amount of future annual benefits covered by insurance and annuity contracts and significant transactions between the employer or related parties and the plan. For public entities, the effects of a one-percentage-point change in assumed health care cost trend rates on the (a) aggregate of the service and interest cost components of net periodic benefit costs and (b) benefit obligation for postretirement health care benefits. ASU 2018-14 adds/clarifies disclosure requirements related to the following: The weighted-average interest crediting rates for cash balance plans and other plans with promised interest crediting rates; An explanation of the reasons for significant gains and losses related to changes in the benefit obligation for the period; The projected benefit obligation (PBO) and fair value of plan assets for plans with PBOs in excess of plan assets; The accumulated benefit obligation (ABO) and fair value of plan assets for plans with ABOs in excess of plan assets. Effective Date: The amendments are effective for fiscal years ending after December 15, 2020 for public business entities. Early adoption is permitted. The Group expects to adopt all of the aforementioned guidance when effective. Management does not expect the aforementioned guidance to have an impact on its consolidated financial statements, other than the required changes in disclosures. In December 2019, The FASB issued Accounting Standards Update (ASU) no 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (the ASU), as part as part of its overall simplification initiative to reduce costs and complexity of applying accounting standards while maintaining or improving the usefulness of the information provided to users of financial statements. The FASB’s amendments primarily impact ASC 740, Income Taxes, and may impact both interim and annual reporting periods. It eliminates the need for an organization to analyze whether the following apply in a given period: • Exception to the incremental approach for intraperiod tax allocation; • Exceptions to accounting for basis differences when there are ownership changes in foreign investments; and • Exception in interim period income tax accounting for year-to-date losses that exceed anticipated losses. The ASU also improves financial statement preparers’ application of income tax-related guidance and simplifies GAAP for: • Franchise taxes that are partially based on income; • Transactions with a government that result in a step up in the tax basis of goodwill; • Separate financial statements of legal entities that are not subject to tax; and • Enacted changes in tax laws in interim periods. Effective Date: The amendments related to ASU 2019-12 are effective for public business entities for annual reporting periods beginning after December 15, 2020, and interim periods within those reporting periods. Early adoption is permitted in any interim or annual period, with any adjustments reflected as of the beginning of the fiscal year of adoption. The Company expects to adopt all of the aforementioned guidance when effective. Management is assessing the impact of the aforementioned guidance on its consolidated financial statements but does not expect it to have a material impact. In January 2020, the FASB issued Accounting Standards Update (ASU) no 2020-01, Investments- Equity securities (Topic 321), Investments – equity method and joint ventures (Topic 323), and derivatives and hedging (topic 815). Summary: ASU 2020-01 provides additional guidance as a result of the adoption of ASU 2016-01, which added Topic 321, Investments – Equity Securities and provided an entity with the option to measure certain equity securities without a readily determinable fair value at cost, minus impairment. ASU 2020-01 amended the current guidance. In particular, the FASB clarified that entities seeking to apply the measurement alternative found in Topic 321 should first consider whether there are observable transactions that would require the reporting entity to either apply or discontinue the equity method of accounting in accordance with Topic 323. With respect to certain forward contracts and purchase options, the FASB explained an entity should not consider whether the underlying securities would be accounted for under Topic 323 or the fair value option found in Topic 825 upon the settlement of the contract or purchase option. Entities should instead consider the characteristics of these contracts and options based on the guidance found in 815-10-15-141 to determine the appropriate accounting treatment. Effective Date: The amendments related to ASU 2020-01 are effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. Early adoption is permitted for public business entities for periods in which financial statements have not been issued and for other entities in periods in which financial statements are not yet available for issuance. The Company expects to adopt all of the aforementioned guidance when effective. Management is assessing the impact of the aforementioned guidance on its consolidated financial statements but does not expect it to have a material impact. In August 2020, the FASB issued Accounting Standards Update (ASU) no 2020-06, 'Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. Summary: ASU 2020-06 simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument and more convertible preferred stock as a single equity instrument with no separate accounting for embedded conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for it. The ASU also simplifies the diluted earnings per share (EPS) calculation in certain areas. Effective Date: ASU No. 2020-06 is effective for public business entities that meet the definition of a Securities and Exchange Commission (SEC) filer, excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, the standard will be effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption will be permitted. The Company expects to adopt all of the aforementioned guidance when effective. Management is assessing the impact of the aforementioned guidance on its consolidated financial statements but does not expect it to have a material impact. In October 2020, the FASB issued Accounting Standards Update (ASU) no 2020-10, Codifications improvements. Summary: ASU 2020-10 further clarify and improve the Codification by codifying all guidance that requires or provides the option for an entity to disclose information within the footnotes. This clarification is meant to reduce the likelihood of a preparer missing required disclosure requirements. While the amendments do not introduce new topics or subtopics or change existing GAAP, all entities should review the changes found in the ASU to assess the impact it may have on their financial reporting requirements. Effective date: Amendments in ASU 2020-10 are effective for public business entities for fiscal years beginning after December 15, 2020. Early adoption is permitted for all financial statements not yet issued for public business entities. The amendments should be applied on a retrospective basis as of the beginning of the period including the adoption date. The Company expects to adopt all of the aforementioned guidance when effective. Management is assessing the impact of the aforementioned guidance on its consolidated financial statements but does not expect it to have a material impact. |
Concentration of credit risks (
Concentration of credit risks (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Risks and Uncertainties [Abstract] | |
Concentration of credit risks | Revenue concentration Receivables concentration Year to December 31, 2020 Year to December 31, 2019 Year to December 31, 2018 As at December 31, 2020 As at December 31, 2019 IoT operating segment Multinational electronics contract manufacturing company 18% 12% 8% 14% 19% International luxury watch company 0% 6% 2% 2% 13% International packaging solutions, technology and chips 8% 11% 3% 2% 0% International equipment and software manufacturer 0% 2% 0% 0% 11% |
Fair value measurements (Tables
Fair value measurements (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair value of assets and liabilities | As at December 31, 2020 As at December 31, 2019 Fair value level USD'000 Carrying amount Fair value Carrying amount Fair value Note ref. Nonrecurring fair value measurements Accounts receivable 2,900 2,900 3,770 3,770 3 9 Notes receivable from related parties 37 37 - - 3 Notes receivable, noncurrent 183 183 23 23 3 13 Equity securities, at cost - - 7,000 7,000 3 19 Accounts payable 13,099 13,099 10,713 10,713 3 22 Notes payable 4,115 4,115 4,104 4,104 3 23 Convertible note payable, current 5,633 5,633 3,226 3,226 3 25 Convertible note payable, noncurrent 3,710 3,710 - - 3 25 Recurring fair value measurements Available-for-sale debt security 9,190 9,190 - - 1 10 Equity securities, at fair value 301 301 756 756 1 20 Derivative liabilities, current - - 44 44 3 6 |
Derivative liabilities | Derivative liabilities USD'000 Balance as at December 31, 2018 - Fair value of the derivative instrument (conversion option) 258 Gain on derivative recognized as a separate line in the statement of loss (214) Balance as at December 31, 2019 44 Fair value of the derivative instrument (conversion option) - Gain on derivative recognized as a separate line in the statement of loss (44) Balance as at December 31, 2020 - |
Accounts receivable (Tables)
Accounts receivable (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Receivables [Abstract] | |
Accounts receivable | As at December 31, As at December 31, USD'000 2020 2019 Trade accounts receivable 2,608 3,643 Allowance for doubtful accounts (42) (25) Accounts receivable from shareholders 14 - Accounts receivable from other related parties 95 119 Accounts receivable from underwriters, promoters, and employees 1 - Other accounts receivable 224 33 Total accounts receivable net of allowance for doubtful accounts 2,900 3,770 |
Available-for-sale debt secur_2
Available-for-sale debt security (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Debt Securities, Available-for-sale [Abstract] | |
Changes in balance of the convertible debt investment | Available-for sale debt security USD'000 Balance as at December 31, 2018 - Balance as at December 31, 2019 - Available-for sale debt security acquired in the year 3,805 Change in unrealized gains related to available-for-sale debt securities recorded in other comprehensive income 5,385 Balance as at December 31, 2020 9,190 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Inventory Disclosure [Abstract] | |
Inventories | As at December 31, As at December 31, USD'000 2020 2019 Raw materials 543 636 Work in progress 1,931 2,151 Total inventories 2,474 2,787 |
Other current assets (Tables)
Other current assets (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Other Assets [Abstract] | |
Other current assets | As at December 31, As at December 31, USD'000 2020 2019 Value-Added Tax Receivable 762 1,449 Advanced payment to suppliers 43 7 Deposits, current 5 9 Other currrent assets 4 4 Total other current assets 814 1,469 |
Notes receivable, noncurrent (T
Notes receivable, noncurrent (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Receivables [Abstract] | |
Notes receivable, noncurrent | As at December 31, As at December 31, USD'000 2020 2019 Long-term receivable from, and loan, to shareholders 144 - Long-term receivable from, and loan to, other related parties 39 23 Total notes receivable, noncurrent 183 23 |
Deferred tax credits (Tables)
Deferred tax credits (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Deferred Income Taxes and Tax Credits [Abstract] | |
Deferred tax credits | As at December 31, As at December 31, USD'000 2020 2019 Deferred research & development tax credits 1,311 2,487 Deferred other tax credits 1 1 Total deferred tax credits 1,312 2,488 |
Property, plant and equipment (
Property, plant and equipment (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property, plant and equipment | As at December 31, As at December 31, USD'000 2020 2019 Machinery & equipment 3,925 4,029 Office equipment and furniture 2,900 2,505 Computer equipment and licences 1,171 1,069 Total property, plant and equipment gross 7,996 7,603 Accumulated depreciation for: Machinery & equipment (3,290) (2,508) Office equipment and furniture (2,573) (2,270) Computer equipment and licences (1,133) (1,024) Total accumulated depreciation (6,996) (5,802) Total property, plant and equipment from continuing operations, net 1,000 1,801 Depreciation charge from continuing operations for the year 988 821 |
Intangible assets (Tables)
Intangible assets (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible assets | As at December 31, As at December 31, USD'000 2020 2019 Trademarks 142 130 Patents 2,281 2,281 License agreements 11,626 10,758 Other intangibles 6,641 6,152 Total intangible assets gross 20,690 19,321 Accumulated amortization for: Trademarks (142) (129) Patents (2,281) (1,683) License agreements (11,617) (10,757) Other intangibles (6,641) (6,152) Total accumulated amortization (20,681) (18,721) Total intangible assets from continuing operations, net 9 600 Amortization charge from continuing operations for the year 604 534 |
Intangible assets future amortization charges | Future estimated aggregate amortization expense from continuing operations Year USD'000 2021 5 2022 3 2023 1 Total intangible assets, net 9 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Lease cost | 12 months ended December 31, 12 months ended December 31, 12 months ended December 31, USD'000 2020 2019 2018 Finance lease cost: Amortization of right-of-use assets 66 31 - Interest on lease liabilities 12 8 - Operating lease cost: Fixed rent expense 602 567 561 Short-term lease cost 22 63 61 Net lease cost 702 669 622 Lease cost - Cost of sales - - - Lease cost - General & administrative expenses 702 669 622 Net lease cost 702 669 622 |
Cash and non-cash lease activities | As at December 31, As at December 31, USD'000 2020 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from finance leases 106 47 Operating cash flows from operating leases 632 550 Financing cash flows from finance leases 12 8 Non-cash investing and financing activities : Net lease cost 702 669 Additions to ROU assets obtained from: New finance lease liabilities* - 321 New operating lease liabilities* 544 3,768 |
Future minimum annual lease payments | USD'000 USD'000 USD'000 USD'000 Year Operating Short-term Finance Total 2021 629 4 125 759 2022 449 - 64 513 2023 357 - - 357 2024 357 - - 357 2025 and beyond 1,201 1,200 Total future minimum operating and short-term lease payments 2,993 4 189 3,186 Less effects of discounting (491) - (3) (494) Less effects of practical expedient - (4) - (4) Lease liabilities recognized 2,502 - 186 2,688 |
Future minimum lease payments | Year USD'000 2021 759 2022 513 2023 357 2024 357 2025 and beyond 1,200 Total future minimum operating and short-term lease payments 3,186 Less effects of discounting (498) Lease liabilities recognized 2,688 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | USD'000 IoT Segment mPKI Segment Total Goodwill balance as at December 31, 2018 8,317 - 8,317 Goodwill acquired during the year - - - Impairment losses - - - As at December 31, 2019 Goodwill 8,317 - 8,317 Accumulated impairment losses - - - Goodwill balance as at December 31, 2019 8,317 - 8,317 Goodwill acquired during the year - - - Impairment losses - - - As a December 31, 2020 Goodwill 8,317 - 8,317 Accumulated impairment losses - - - Goodwill balance as at December 31, 2020 8,317 - 8,317 |
Accounts payable (Tables)
Accounts payable (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounts Payable [Abstract] | |
Accounts payable | As at December 31, As at December 31, USD'000 2020 2019 Trade creditors 4,608 5,482 Factors or other financial institutions for borrowings 178 888 Accounts payable to Board Members 1,580 117 Accounts payable to other related parties 172 2 Accounts payable to underwriters, promoters, and employees 2,985 2,229 Other accounts payable 3,576 1,995 Total accounts payable 13,099 10,713 |
Notes payable (Tables)
Notes payable (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Notes Payable [Abstract] | |
Notes payable | As at December 31, As at December 31, USD'000 2020 2019 Short-term loan 4,030 4,022 Short-term loan from shareholders 85 82 Total notes payable 4,115 4,104 |
Other current liabilities (Tabl
Other current liabilities (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Other Liabilities, Current [Abstract] | |
Other current liabilities | As at December 31, As at December 31, USD'000 2020 2019 Value-Added Tax payable 312 706 Other tax payable 137 65 Customer contract liability, current 367 255 Other current liabilities 289 278 Total other current liabilities 1,105 1,304 |
Employee benefit plans (Tables)
Employee benefit plans (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Employee Benefit and Share-based Payment Arrangement, Noncash Expense [Abstract] | |
Pension liability | Personnel Costs As at December 31, As at December 31, As at December 31, USD'000 2020 2019 2018 Wages and Salaries 12,145 11,161 9,738 Social security contributions 3,230 2,813 2,974 Net service costs 646 281 372 Other components of defined benefit plans, net 248 132 140 Total 16,268 14,387 13,224 |
Personnel cost assumptions | As at December 31, Assumptions 2020 2020 2020 2019 2019 2019 2018 2018 2018 France Switzerland India France Switzerland India France Switzerland India Discount rate 0.30% 0.15% n/a 0.70% 0.25% 7.30% 1.50% 0.80% - 0.90% 7.72% Expected rate of return on plan assets n/a 1.50% n/a n/a 1.50% n/a n/a 1.50% - 2% n/a Salary increases 3% 1.50% n/a 3% 1.50% 9% 3% 0.5% - 1.50% 9% |
Reconciliation to Balance Sheet | Reconciliation to Balance Sheet start of year USD'000 Fiscal year 2020 2019 Fair value of plan assets (10,686) (8,275) Projected benefit obligation 17,566 12,740 Surplus/deficit 6,880 4,465 Opening balance sheet asset/provision (funded status) 6,880 4,465 Reconciliation of benefit obligation during the year Projected benefit obligation at start of year 17,566 12,740 Net Service cost 436 412 Interest expense 50 107 Plan participant contributions 141 216 Net benefits paid to participants (8) 1,377 Prior service costs (698) 0 Actuarial losses/(gains) (74) 2,487 Reclassifications (2) 0 Currency translation adjustment 1,689 227 Projected benefit obligation at end of year 19,100 17,566 Reconciliation of plan assets during year Fair value of plan assets at start of year (10,686) (8,275) Employer contributions paid over the year (244) (347) Plan participant contributions (141) (216) Net benefits paid to participants (22) (1,401) Interest income (167) (123) Return in plan assets, excl. amounts included in net interest (28) (136) Currency translation adjustment (1,044) (188) Fair value of plan assets at end of year (12,332) (10,686) Reconcilation to balance sheet end of year Fair value of plan assets (12,332) (10,686) Defined benefit obligation - funded plans 19,100 17,566 Surplus/deficit 6,768 6,880 Closing balance sheet asset/provision (funded status) 6,768 6,880 |
Amounts recognized in accumulated OCI | Estimated amount to be amortized from accumulated OCI into NPBC over next fiscal year Net loss (gain) 286 283 Unrecognized transition (asset)/obligation 0 0 Prior service cost/(credit) 61 61 Amounts recognized in accumulated OCI Net loss (gain) 4,237 4,258 Unrecognized transition (asset)/obligation 0 0 Prior service cost/(credit) (440) 300 Deficit 3,797 4,558 |
Movement in funded status | Movement in Funded Status USD'000 Fiscal year 2020 2019 2018 Opening balance sheet liability (funded status) 6,880 4,465 4,585 Net Service cost 436 412 372 Interest cost/(credit) 50 107 86 Expected return on Assets (167) (123) (116) Amortization on Net (gain)/loss 284 88 108 Amortization on Prior service cost/(credit) 61 62 62 Currency translation adjustment 20 (2) 1 Total Net Periodic Benefit Cost/(credit) 684 544 512 Actuarial (gain)/loss on liabilities due to experience (72) 1,056 272 Actuarial gain/loss on liab. from changes to fin. assump 0 1,431 (309) Actuarial (gain)/loss on liab. from changes to demo. assump 0 0 1 Return in plan assets, excl. amounts included in net interest (29) (136) (56) Prior service cost/(credit) (698) 0 0 Amortization on Net (gain)/loss (284) (88) (108) Amortization on Prior service cost/(credit) (61) (62) (62) Currency translation adjustment (45) (2) (0) Total gain/loss recognized via OCI (1,189) 2,200 (262) Employer contributions paid in the year (274) (371) (293) Total cashflow (274) (371) (293) Currency translation adjustment 669 43 (77) Reclassification (2) 0 0 Closing balance sheet liability (funded status) 6,768 6,880 4,465 Reconciliation of Net Gain / Loss Amount at beginning of year 4,258 1,964 2,187 Amortization during the year (284) (86) (109) Asset (gain) / loss (29) (136) (56) Liability (gain) / loss (72) 2,487 (37) Reclassifications (2) 0 0 Currency translation adjustment 366 29 (21) Amount at year-end 4,237 4,258 1,964 Reconciliation of prior service cost/(credit) Amount at beginning of year 300 357 423 Amortization during the year (61) (62) (62) Prior service costs for the current period (698) 0 0 Currency translation adjustment 19 5 (4) Amount at year-end (440) 300 357 |
Expected future contributions payable | Period France Switzerland 2021 - 1,843 2022 126 398 2023 36 424 2024 8 2,037 2025 25 541 2026-2030 359 3,082 |
Stockholders' equity (Tables)
Stockholders' equity (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
SHAREHOLDERS' EQUITY | |
Share capital | WISeKey International Holding Ltd As at December 31, 2020 As at December 31, 2019 Share Capital Class A Shares Class B Shares Class A Shares Class B Shares Par value per share (in CHF) 0.01 0.05 0.01 0.05 Share capital (in USD) 400,186 2,490,403 400,186 1,475,000 Per Articles of association and Swiss capital categories Authorized Capital - Total number of authorized shares - 7,808,906 - 8,881,829 Conditional Share Capital - Total number of conditional shares - 7,804,030 - 11,840,090 Total number of fully paid-in shares 40,021,988 47,622,689 40,021,988 28,824,086 Per US GAAP Total number of authorized shares 40,021,988 63,234,625 40,021,988 41,066,298 Total number of fully paid-in issued shares 40,021,988 47,622,689 40,021,988 28,824,086 Total number of fully paid-in outstanding shares 40,021,988 42,839,554 40,021,988 27,621,895 Par value per share (in CHF) 0.01 0.05 0.01 0.05 Share capital (in USD) 400,186 2,490,403 400,186 1,475,000 Total share capital (in USD) 2,890,589 1,875,186 Treasury Share Capital Total number of fully paid-in shares held as treasury shares - 4,783,135 - 1,202,191 Treasury share capital (in USD) - 505,154 - 1,288,591 Total treasury share capital (in USD) - 505,154 - 1,288,591 Note: unregistered conversion of conditional capital NOT deducted from total number of conditional shares, i.e. as if the issue had not taken place. |
Accumulated other comprehensi_2
Accumulated other comprehensive income (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Other comprehensive income/(loss), net of tax: | |
Accumulated other comprehensive income | USD'000 Accumulated other comprehensive income as at December 31, 2018 100 Total net foreign currency translation adjustments 643 Total defined benefit pension adjustment (2,199) Total adjustment from liquidation of group companies (21) Total adjustment from sale of QuoVadis Group 34 Total adjustment from change in Ownership (10) Total Other comprehensive income/(loss), net (1,553) Accumulated other comprehensive income as at December 31, 2019 (1,453) Total net foreign currency translation adjustments 2,270 Total Change in unrealized gains related to available-for-sale debt securities 5,385 Total defined benefit pension adjustment 1,189 Total adjustment from change in Ownership (5) Total Other comprehensive income/(loss), net 8,839 Accumulated other comprehensive income as at December 31, 2020 7,386 |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of revenue | Disaggregation of revenue Typical payment At one point in time Over time Total USD'000 2020 2019 2018 2020 2019 2018 2020 2019 2018 IoT Segment Payment at one point in time: Secure chips Upon delivery 14,317 20,504 29,404 - - - 14,317 20,504 29,404 Total IoT segment revenue 14,317 20,504 29,404 - - - 14,317 20,504 29,404 mPKI Segment Certificates Upon issuance - - - 175 172 338 175 172 338 Licenses and integration Upon delivery 287 1,976 4,538 - - - 287 1,976 4,538 SaaS, PCS and hosting Quarterly or yearly - - - - - - - - - Total mPKI segment revenue 287 1,976 4,538 175 172 338 462 2,148 4,876 Total Revenue 14,604 22,480 33,942 175 172 338 14,779 22,652 34,280 |
Disaggregation of revenue by geography | Net sales by region 12 months ended December 31, 12 months ended December 31, 12 months ended December 31, USD'000 2020 2019 2018 IoT Segment Switzerland 278 708 1,171 Rest of EMEA 4,228 7,508 10,695 North America 8,217 9,547 15,165 Asia Pacific 1,526 2,503 2,257 Latin America 68 238 116 Total IoT segment revenue 14,317 20,504 29,404 mPKI Segment Switzerland 314 1,428 1,341 Rest of EMEA 93 539 3,428 North America 43 144 - Asia Pacific - 1 49 Latin America 12 36 58 Total mPKI segment revenue 462 2,148 4,876 Total Net sales 14,779 22,652 34,280 *EMEA means Europe, Middle East and Africa |
Contract assets, deferred revenue and contract liability | Contract assets and contract liabilities As at December 31, As at December 31, USD'000 2020 2019 Trade accounts receivables Trade accounts receivable - IoT segment 2,227 2,843 Trade accounts receivable - mPKI segment 381 800 Total trade accounts receivables 2,608 3,643 Contract assets - 15 Total contract assets - 15 Contract liabilities - current 367 255 Contract liabilities - noncurrent 23 2 Total contract liabilities 390 257 Deferred revenue Deferred revenue - mPKI segment 171 92 Deferred revenue - IoT segment 150 7 Total Deferred revenue 321 99 Revenue recognized in the year from amounts included in the deferred revenue of the mPKI segment at the beginning of the year 84 83 |
Remaining performance obligations | Estimated mPKI revenue from remaining performance obligations USD'000 2021 669 2022 41 Total remaining performance obligation 710 |
Other operating income (Tables)
Other operating income (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Other Income and Expenses [Abstract] | |
Other operating income | 12 months ended December 31, 12 months ended December 31, USD'000 2020 2019 Other operating income from related parties 43 140 Other operating income - other - 40 Total other operating income 43 180 |
Stock-based compensation (Table
Stock-based compensation (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement, Noncash Expense [Abstract] | |
Fair value of stock options granted assumptions | Assumption December 31, 2020 December 31, 2019 December 31, 2018 Dividend yield None None None Risk-free interest rate used (average) 1.00% 1.00% 1.00% Expected market price volatility 37.61% - 65.38% 51.59% - 56.86% 46.11% - 58.22% Average remaining expected life of stock options (years) 3.43 3.01 3.10 |
Non-vested option activity | Non-vested options Number of WIHN Class B Shares under options Weighted-average grant date fair value (USD) Non-vested options as at December 31, 2018 431,368 2.99 Granted 2,292,539 2.45 Vested (2,464,232) 2.41 Non-vested forfeited or cancelled (254,649) 3.75 Non-vested options as at December 31, 2019 5,026 3.65 Granted 467,617 1.08 Vested (339,310) 1.01 Non-vested forfeited or cancelled - - Non-vested options as at December 31, 2020 133,333 1.20 |
Stock option activity | Options on WIHN Shares WIHN Class B Shares under options Weighted-average exercise price Weighted average remaining contractual term Aggregate intrinsic value Outstanding as at December 31, 2018 1,342,819 2.76 3.00 (895,404) Of which vested 911,451 3.28 2.26 (1,082,233) Of which non-vested 431,368 - - - Granted 2,292,539 0.99 - - Exercised or converted (259,338) 1.00 - 581,477 Forfeited or cancelled (333,905) 0.05 - - Expired (199,000) 5.17 - - Outstanding as at December 31, 2019 2,843,115 0.99 5.19 3,693,941 Of which vested 2,838,089 1.00 5.19 3,682,672 Of which non-vested 5,026 - - Granted 467,617 1.48 - - Exercised or converted (1,214,402) 1.57 - 2,046,219 Forfeited or cancelled - - - - Expired - - - - Outstanding as at December 31, 2020 2,096,330 1.48 4.44 554,377 Of which vested 1,962,997 1.57 4.31 329,716 Of which non-vested 133,333 - - |
Stock-based compensation expenses | Stock-based compensation expenses 12 months ended December 31, 12 months ended December 31, 12 months ended December 31, USD’000 2020 2019 2018 In relation to Employee Stock Option Plans (ESOP) 363 5,386 1,278 In relation to non-ESOP Option Agreements 30 28 382 Total 393 5,414 1,660 Stock-based compensation expenses are recorded under the following expense categories in the income statement. Stock-based compensation expenses 12 months ended December 31, 12 months ended December 31, 12 months ended December 31, USD’000 2020 2019 2018 Research & development expenses 6 786 121 Selling & marketing expenses 209 1,269 571 General & administrative expenses 178 3,359 967 Total 393 5,414 1,660 |
Non-operating income (Tables)
Non-operating income (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Other Income, Nonoperating [Abstract] | |
Non-operating income | 12 months ended December 31, 12 months ended December 31, 12 months ended December 31, USD'000 2020 2019 2018 Foreign exchange gain 839 1,761 1,664 Financial income 8 74 85 Interest income 16 - - Other 264 83 432 Total non-operating income from continuing operations 1,127 1,918 2,181 |
Non-operating expenses (Tables)
Non-operating expenses (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Other Expense, Nonoperating [Abstract] | |
Non-operating expenses | 12 months ended December 31, 12 months ended December 31, 12 months ended December 31, USD'000 2020 2019 2018 Impairment of equity securities at cost 7,000 - - Foreign exchange losses 2,195 2,401 1,984 Financial charges 104 341 104 Interest expense 685 643 244 Other components of defined benefit plans, net 248 132 140 Other 847 153 354 Total non-operating expenses from continuing operations 11,079 3,670 2,826 |
Income taxes (Tables)
Income taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Components of income before income taxes | Income / (Loss) As at December 31, As at December 31, As at December 31, USD'000 2020 2019 2018 Switzerland (15,723) (19,179) (11,428) Foreign (6,621) (3,838) (4,989) Less discontinued operations - - 6,562 Income/(loss) before income tax (22,344) (23,017) (9,855) |
Income tax expense | Income taxes As at December 31, As at December 31, As at December 31, USD'000 2020 2019 2018 Switzerland 0 (42) 328 Foreign 9 13 (479) Less discontinued operations 0 42 205 Income tax expense 9 13 53 Income taxes at the Swiss statutory rate As at December 31, As at December 31, As at December 31, USD'000 2020 2019 2018 Net income/(loss) from continuing operations before income tax (28,898) (23,017) (9,855) Statutory tax rate 14% 24% 24% Expected income tax (expense)/recovery 4,043 5,524 2,365 Income tax (expense)/recovery (9) (13) (53) Change in valuation allowance (631) (2,129) 4,228 Permanent Difference (1) 0 (9) Change in expiration of tax loss carryforwards (3,411) (3,395) (6,584) Income tax (expense) / recovery (9) (13) (53) |
Deferred income tax assets/(liabilities) | Deferred income tax assets/(liabilities) As at December 31, As at December 31, USD'000 2020 2019 Foreign 3 6 Deferred income tax assets/(liabilities) 3 6 Deferred tax assets and liabilities As at December 31, As at December 31, USD'000 2020 2019 Stock-based compensation 1 - Defined benefit accrual 1,089 1,100 Tax loss carry-forwards 12,655 11,264 Deferred tax liability on change in unrealized gain related to available-for-sale debt securities (753 ) - Valuation allowance (12,989) (12,358) Deferred tax assets / (liabilities) 3 6 |
Operating loss-carryforward | Operating loss-carryforward as of December 31, 2020 USD'000 USA Switzerland Spain France UK Germany India Total 2021 - 7,139 224 860 32 - - 8,255 2022 - 7,135 1,303 - 2 - - 8,440 2023 - 10,150 1,337 1,121 1 - - 12,609 2024 - 5,848 - 5,157 1 - - 11,006 2025 - 10,778 - 7,778 - - 361 18,917 2026 - 6,373 - - - - 277 6,650 2027 - 14,097 - - - - 170 14,267 2028 91 - - - - - 210 301 2029 9 - 25 - - - - 34 2030 2 - 25 - - - - 27 2031 54 - 75 - - - - 129 2032 89 - 86 - - - - 175 2033 - - 98 - - - - 98 2034 - - 202 - - - - 202 2035 247 - 112 - - - - 359 2036 - - - - - - - - 2037 159 - - - - - - 159 2038 - - - - - - - - 2039 221 - - - - - - 221 2040 90 - - - - - - 90 Total operating loss carry-forwards / Year of expiration if applicable to jurisdiction 962 61,520 3,487 14,917 36 - 1,016 81,938 |
Tax years subject to examination | Significant jurisdictions Open years Switzerland 2016 - 2020 USA 2020 France 2017 - 2020 Spain 2017 - 2020 Japan 2020 Taiwan 2019 - 2020 India 2018 - 2020 Germany 2020 UK 2018 - 2020 |
Segment information and geogr_2
Segment information and geographic data (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Segment Reporting [Abstract] | |
Segment information | 12 months to December 31, 2020 2019 2018 USD'000 IoT mPKI Total IoT mPKI Total IoT mPKI Total Revenues from external customers 14,317 462 14,779 20,504 2,148 22,652 29,404 4,876 34,280 Intersegment revenues - 6,786 6,786 344 6,169 6,513 725 2,563 3,288 Interest revenue 8 59 67 36 38 74 37 167 204 Interest expense 12 707 718 29 695 724 275 2,608 2,883 Depreciation and amortization 1,501 91 1,592 1,298 57 1,355 1,299 16 1,315 Segment income /(loss) before income taxes (2,038) (19,983) (22,021) 130 (22,837) (22,707) (1,232) (8,466) (9,698) Profit / (loss) from intersegment sales - 323 323 16 294 310 35 122 157 Income tax recovery /(expense) - (9) (9) - (13) (13) 2 (55) (53) Other significant non cash items Share-based compensation expense - 393 393 - 5,414 5,414 - 1,660 1,660 Gain/(loss) on derivative liability - 44 44 - 214 214 - - - Interest and amortization of debt discount and expense - 458 458 - 742 742 - 150 150 Segment assets 11,031 470,327 518,358 15,794 29,919 45,713 19,082 52,675 71,757 12 months to December 31, 2020 2019 2018 USD'000 USD'000 USD'000 Revenue reconciliation Total revenue for reportable segment 21,565 29,165 37,568 Elimination of intersegment revenue (6,786) (6,513) (3,288) Total consolidated revenue 14,779 22,652 34,280 Loss reconciliation Total profit / (loss) from reportable segments (28,575) (22,707) (9,698) Elimination of intersegment profits (323) (310) (157) Loss before income taxes (28,898) (23,017) (9,855) As at December 31, 2020 2019 2018 USD'000 USD'000 USD'000 Asset reconciliation Total assets from reportable segments 51,358 45,713 71,757 Elimination of intersegment receivables (10,515) (6,794) (6,430) Elimination of intersegment investment and goodwill 12,038 10,985 (19,533) Total assets held for sale from discontinued operations - - 32,659 Consolidated total assets 52,881 49,904 78,453 |
Revenue and property, plant and equipment by geography | Net sales by region from continuing operations 12 months ended December 31, 12 months ended December 31, 12 months ended December 31, USD'000 2020 2019 2018 Switzerland 592 2,137 2,512 Rest of EMEA* 4,321 8,046 14,122 North America 8,260 9,691 15,165 Asia Pacific 1,526 2,504 2,306 Latin America 80 274 175 Total Net sales from continuing operations 14,779 22,652 34,280 * EMEA means Europe, Middle East and Africa Property, plant and equipment, net of depreciation, by region As at December 31, As at December 31, USD'000 2020 2019 Switzerland 37 44 Rest of EMEA* 953 1,742 North America 1 1 Asia Pacific 9 14 Total Property, plant and equipment, net of depreciation 1,000 1,801 * EMEA includes Europe, Africa and the Middle-East |
Earnings_(loss) per share (Tabl
Earnings/(loss) per share (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Earnings per share | |
Earnings/(loss) per share | 12 months ended December 31, 12 months ended December 31, 12 months ended December 31, Earnings / (loss) per share 2020 2019 2018 Net income / (loss) attributable to WISeKey International Holding AG (USD'000) (28,659) 8,187 (16,278) Effect of potentially dilutive instruments on net gain (USD'000) N/A 335 N/A Net income / (loss) attributable to WISeKey International Holding AG after effect of potentially dilutive instruments (USD'000) N/A 8,522 N/A Shares used in net earnings / (loss) per share computation: Weighted average shares outstanding - basic 42,785,300 36,079,000 33,904,659 Effect of potentially dilutive equivalent shares N/A 1,399,458 N/A Weighted average shares outstanding - diluted N/A 37,478,458 N/A Net earnings / (loss) per share Basic weighted average loss per share attributable to WIHN (USD) (0.67) 0.23 (0.48) Diluted weighted average loss per share attributable to WIHN (USD) (0.67) 0.23 (0.48) |
Dilutive vehicles with anti-dilutive effect | Dilutive vehicles with anti-dilutive effect 2020 2019 2018 Total stock options 1,333,434 - 1,342,819 Warrants - - 2,942,374 Total convertible instruments 20,369,716 - 6,821,804 Total number of shares from dilutive vehicles with anti-dilutive effect 21,703,150 - 11,106,997 |
Dilutive vehicles | Dilutive vehicles 2020 2019 2018 Total stock options - 2,327,115 - Warrants - - - Total convertible instruments - 693,230 - Total number of shares from dilutive vehicles - 3,020,345 - |
Related parties disclosure (Tab
Related parties disclosure (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Subsidiaries | Group Company Name Country of incorporation Year of incorporation Share Capital % ownership % ownership Nature of business WISeKey SA Switzerland 1999 CHF 933,436 95.75% 95.58% Main operating company. Sales and R&D services WISeKey Semiconductors SAS France 2010 EUR 1,298,162 100.0% 100.0% Chip manufacturing, sales & distribution WiseTrust SA Switzerland 1999 CHF 680,000 100.0% 100.0% Non-operating investment company WISeKey ELA SL Spain 2006 EUR 4,000,000 100.0% 100.0% Sales & support WISeKey SAARC Ltd U.K. 2016 GBP 100,000 51.0% 51.0% Non trading WISeKey USA Inc* U.S.A 2006 USD 6,500 100%* 100%* Sales & support WISeKey India Private Ltd** India 2016 INR 1,000,000 45.9% 45.9% Sales & support WISeKey IoT Japan KK Japan 2017 JPY 1,000,000 100.0% 100.0% Sales & distribution WISeKey IoT Taiwan Taiwan 2017 TWD 100,000 100.0% 100.0% Sales & distribution WISeCoin AG Switzerland 2018 CHF 100,000 90.0% 90.0% Sales & distribution WISeKey Equities AG Switzerland 2018 CHF 100,000 100.0% 100.0% Financing, Sales & distribution WISeCoin France R&D Lab SAS France 2019 EUR 10,000 90.0% 90.0% Research & development WISeKey Semiconductors GmbH Germany 2019 EUR 25,000 100.0% 100.0% Sales & distribution WISeKey Arabia - Information Technology Ltd Saudi Arabia 2019 SAR 200,000.00 51.0% 51.0% Sales & distribution WiseAI AG Switzerland 2020 CHF 100,000 51.0% not incorporated Sales & distribution |
Related party transactions and balances | Receivables as at Payables as at Net expenses to Net income from Related Parties December 31, December 31, December 31, December 31, in the year ended December 31, in the year ended December 31, (in USD'000) 2020 2019 2020 2019 2020 2019 2018 2020 2019 2018 1 Carlos Moreira - - 1,580 - - - - - - 209 2 Maryla Shingler-Bobbio - - - - - 123 80 - - - 3 Philippe Doubre - - - 40 86 114 80 - - - 4 Juan Hernández Zayas - - - 37 52 165 88 - - - 5 Thomas Hürlimann - - - 16 - 63 24 - - - 6 Dourgam Kummer 14 - - 2 - 52 264 - - - 7 David Fergusson - - - 22 119 161 47 - - - 8 Eric Pellaton - - - - 42 - - - - - 9 Jean-Philippe Ladisa - - - - 61 - - - - - 10 Roman Brunner - - - - - 426 242 - 87 - 11 Anthony Nagel - - - - - 5 164 - 58 - 12 Harald Steger - - - - - 445 - - - 13 Don Tapscott - - - - 8 - 394 - - - 14 Wei Wang - - - - - - 187 - 10 - 15 OISTE 95 119 172 - 374 219 221 32 140 - 16 Edmund Gibbons Limited - - - - - 479 173 - 36 434 17 Terra Ventures Inc - - 33 33 - - - - - - 18 SAI LLC (SBT Ventures) - - 34 33 - - - - - - 19 GSP Holdings Ltd - - 18 17 - - - - - - 20 Indian Potash Limited - - - - - - - - - 42 21 ACXIT Capital - - - - - - - - - 696 22 Philippe Gerwill - - - - - 14 - - - - 23 Related parties of Carlos Moreira - - - 2 223 360 - - - - 24 Todd Ruppert - - - - - - 353 - - - 25 Cristina Dolan - - - - 1 - - - - - 26 Maria Pia Aqueveque Jabbaz - - - - 1 - - - - - Total 109 119 1,837 202 967 2,181 2,762 32 331 1,381 |
Future operations and going c_2
Future operations and going concern (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Operating income/(loss) | $ (18,532) | $ (20,504) | $ (9,060) |
Working capital deficit | $ 13,700 |
Concentration of credit risks_2
Concentration of credit risks (Details) - IoT | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Multinational Electronics Contract Manufacturing Company | Net Sales | |||
Concentration risk | 18.00% | 12.00% | 8.00% |
Multinational Electronics Contract Manufacturing Company | Accounts Receivable | |||
Concentration risk | 14.00% | 19.00% | |
International Luxury Watch Company | Net Sales | |||
Concentration risk | 0.00% | 6.00% | 2.00% |
International Luxury Watch Company | Accounts Receivable | |||
Concentration risk | 2.00% | 13.00% | |
International Packaging Solutions, Technology and Chips | Net Sales | |||
Concentration risk | 8.00% | 11.00% | 3.00% |
International Packaging Solutions, Technology and Chips | Accounts Receivable | |||
Concentration risk | 2.00% | 0.00% | |
International Audio Software and Hardware Solutions Company | Net Sales | |||
Concentration risk | 0.00% | 2.00% | 0.00% |
International Audio Software and Hardware Solutions Company | Accounts Receivable | |||
Concentration risk | 0.00% | 11.00% |
Fair value measurements (Detail
Fair value measurements (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Assets, carrying amount | $ 52,881 | $ 49,904 | $ 78,453 |
Liabilities, carrying amount | 38,455 | 29,460 | |
Level 3 | Accounts Payable | |||
Liabilities, carrying amount | 13,099 | 10,713 | |
Liabilities, fair value | 13,099 | 10,713 | |
Level 3 | Notes Payable | |||
Liabilities, carrying amount | 4,115 | 4,104 | |
Liabilities, fair value | 4,115 | 4,104 | |
Level 3 | Convertible Note Payable, Current | |||
Liabilities, carrying amount | 5,633 | 3,226 | |
Liabilities, fair value | 5,633 | 3,226 | |
Level 3 | Convertible Note Payable, Noncurrent | |||
Liabilities, carrying amount | 3,710 | 0 | |
Liabilities, fair value | 3,710 | 0 | |
Level 3 | Derivative Liabilities, Current | |||
Liabilities, carrying amount | 0 | 44 | |
Liabilities, fair value | 0 | 44 | |
Accounts Receivable | Level 3 | |||
Assets, carrying amount | 2,900 | 3,770 | |
Assets, fair value | 2,900 | 3,770 | |
Notes Receivable From Related Parties | Level 3 | |||
Assets, carrying amount | 37 | 0 | |
Assets, fair value | 37 | 0 | |
Notes Receivable, Noncurrent | Level 3 | |||
Assets, carrying amount | 183 | 23 | |
Assets, fair value | 183 | 23 | |
Equity Securities, at Cost | Level 3 | |||
Assets, carrying amount | 0 | 7,000 | |
Assets, fair value | 0 | 7,000 | |
Available-for-sale debt security | Level 1 | |||
Assets, carrying amount | 9,190 | 0 | |
Assets, fair value | 9,190 | 0 | |
Equity Securities, at Fair Value | Level 1 | |||
Assets, carrying amount | 301 | 756 | |
Assets, fair value | $ 301 | $ 756 |
Fair value measurements (Deta_2
Fair value measurements (Details 1) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | |||
Derivative liabilities, beginning | $ 44 | $ 0 | |
Fair value of the derivative instrument (conversion option) | 0 | 258 | |
Gain on derivative recognized as a separate line in the statement of loss | (44) | (214) | $ 0 |
Derivative liabilities, ending | $ 0 | $ 44 | $ 0 |
Accounts receivable (Details)
Accounts receivable (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Receivables [Abstract] | ||
Trade accounts receivable | $ 2,608 | $ 3,643 |
Allowance for doubtful accounts | (42) | (25) |
Accounts receivable from shareholders | 14 | 0 |
Accounts receivable from other related parties | 95 | 119 |
Accounts receivable from underwriters, promoters, and employees | 1 | 0 |
Other accounts receivable | 224 | 33 |
Total accounts receivable net of allowance for doubtful accounts | $ 2,900 | $ 3,770 |
Available-for-sale debt secur_3
Available-for-sale debt security (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Debt Securities, Available-for-sale [Abstract] | |||
Available-for-sale debt security, beginning | $ 0 | ||
Available-for-sale debt security acquired in the year | 3,805 | ||
Change in unrealized gains related to available-for-sale debt securities | 5,385 | $ 0 | $ 0 |
Available-for-sale debt security, ending | $ 9,190 | $ 0 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 543 | $ 636 |
Work in progress | 1,931 | 2,151 |
Total inventories | $ 2,474 | $ 2,787 |
Inventories (Details Narrative)
Inventories (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Inventory obsolescence | $ 457,000 | $ 535,000 | $ 284,000 |
Raw Materials | |||
Inventory obsolescence | 156,188 | 26,249 | 90,567 |
Work in Progress | |||
Inventory obsolescence | $ 301,215 | $ 508,938 | $ 193,213 |
Other current assets (Details)
Other current assets (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Other Assets [Abstract] | ||
Value-added tax receivable | $ 762 | $ 1,449 |
Advanced payment to suppliers | 43 | 7 |
Deposits, current | 5 | 9 |
Other current assets | 4 | 4 |
Total other current assets | $ 814 | $ 1,469 |
Notes receivable, noncurrent (D
Notes receivable, noncurrent (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Receivables [Abstract] | ||
Long-term receivable from, and loan to, shareholder | $ 144 | $ 0 |
Long-term receivable from, and loan to, other related parties | 39 | 23 |
Total notes receivable, noncurrent | $ 183 | $ 23 |
Deferred tax credits (Details)
Deferred tax credits (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred Income Taxes and Tax Credits [Abstract] | ||
Deferred research & development tax credits | $ 1,311 | $ 2,487 |
Deferred other tax credits | 1 | 1 |
Total deferred tax credits | $ 1,312 | $ 2,488 |
Property, plant and equipment_2
Property, plant and equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Property, plant and equipment gross | $ 7,996 | $ 7,603 | |
Accumulated depreciation | (6,996) | (5,802) | |
Total property, plant and equipment from continuing operations, net | 1,000 | 1,801 | |
Depreciation charge from continuing operations for the year | 988 | 821 | $ 1,437 |
Machinery & Equipment | |||
Property, plant and equipment gross | 3,925 | 4,029 | |
Accumulated depreciation | (3,290) | (2,508) | |
Office Equipment and Furniture | |||
Property, plant and equipment gross | 2,900 | 2,505 | |
Accumulated depreciation | (2,573) | (2,270) | |
Computer Equipment and Licenses | |||
Property, plant and equipment gross | 1,171 | 1,069 | |
Accumulated depreciation | $ (1,133) | $ (1,024) |
Property, plant and equipment_3
Property, plant and equipment (Details Narrative) | 12 Months Ended |
Dec. 31, 2020 | |
Office Equipment and Furniture | Minimum | |
Property, plant and equipment useful life | 2 years |
Office Equipment and Furniture | Maximum | |
Property, plant and equipment useful life | 5 years |
Production Masks | |
Property, plant and equipment useful life | 5 years |
Production Tools | |
Property, plant and equipment useful life | 3 years |
Licenses | |
Property, plant and equipment useful life | 3 years |
Software | |
Property, plant and equipment useful life | 1 year |
Intangible assets (Details)
Intangible assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Intangible assets, gross | $ 20,690 | $ 19,321 | |
Accumulated amortization | (20,681) | (18,721) | |
Total intangible assets from continuing operations, net | 9 | 600 | |
Amortization charge from continuing operations for the year | 604 | 534 | $ 2,047 |
Trademarks | |||
Intangible assets, gross | 142 | 130 | |
Accumulated amortization | (142) | (129) | |
Patents | |||
Intangible assets, gross | 2,281 | 2,281 | |
Accumulated amortization | (2,281) | (1,683) | |
License Agreements | |||
Intangible assets, gross | 11,626 | 10,758 | |
Accumulated amortization | (11,617) | (10,757) | |
Other Intangibles | |||
Intangible assets, gross | 6,641 | 6,152 | |
Accumulated amortization | $ (6,641) | $ (6,152) |
Intangible assets (Details 1)
Intangible assets (Details 1) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2021 | $ 5 | |
2022 | 3 | |
2023 | 1 | |
Total intangible assets, net | $ 9 | $ 600 |
Intangible assets (Details Narr
Intangible assets (Details Narrative) | 12 Months Ended |
Dec. 31, 2020 | |
Trademarks | Minimum | |
Intangible asset useful life | 5 years |
Trademarks | Maximum | |
Intangible asset useful life | 10 years |
Patents | Minimum | |
Intangible asset useful life | 5 years |
Patents | Maximum | |
Intangible asset useful life | 10 years |
License Agreements | Minimum | |
Intangible asset useful life | 3 years |
License Agreements | Maximum | |
Intangible asset useful life | 5 years |
Other Intangibles | Minimum | |
Intangible asset useful life | 5 years |
Other Intangibles | Maximum | |
Intangible asset useful life | 10 years |
Leases (Details)
Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Finance lease cost: | |||
Amortization of right-of-use assets | $ 66 | $ 31 | $ 0 |
Interest on lease liabilities | 12 | 8 | 0 |
Operating lease cost: | |||
Fixed rent expense | 602 | 567 | 561 |
Short-term lease cost | 22 | 63 | 61 |
Net lease cost | 702 | 669 | 622 |
Cost of Sales | |||
Operating lease cost: | |||
Net lease cost | 0 | 0 | 0 |
General & Administrative Expenses | |||
Operating lease cost: | |||
Net lease cost | $ 702 | $ 669 | $ 622 |
Leases (Details 1)
Leases (Details 1) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Cash paid for amounts included in the measurement of lease liabilities: | |||
Operating cash flows from finance leases | $ 106 | $ 47 | |
Operating cash flows from operating leases | 632 | 550 | |
Financing cash flows from finance leases | 12 | 8 | $ 0 |
Non-cash investing and financing activities: | |||
Net lease cost | 702 | 669 | 622 |
Additions to ROU assets obtained from: new finance lease liabilities | 0 | 321 | 0 |
Additions to ROU assets obtained from: new operating lease liabilities | $ 544 | $ 3,768 | $ 0 |
Leases (Details 2)
Leases (Details 2) $ in Thousands | Dec. 31, 2020USD ($) |
Operating lease payments | |
2021 | $ 629 |
2022 | 449 |
2023 | 357 |
2025 | 357 |
2025 and beyond | 1,201 |
Total future minimum operating lease payments | 2,993 |
Less effects of discounting | (491) |
Less effects of practical expedient | 0 |
Lease liabilities recognized | 2,502 |
Short-term lease payments | |
2021 | 4 |
2022 | 0 |
2023 | 0 |
2024 | 0 |
2025 and beyond | 0 |
Total future minimum short-term lease payments | 4 |
Less effects of discounting | 0 |
Less effects of practical expedient | (4) |
Lease liabilities recognized | 0 |
Finance lease payments | |
2021 | 125 |
2022 | 64 |
2023 | 0 |
2024 | 0 |
2025 and beyond | 0 |
Total future minimum finance lease payments | 189 |
Less effects of discounting | (3) |
Less effects of practical expedient | 0 |
Lease liabilities recognized | 186 |
Total lease payments | |
2021 | 759 |
2022 | 513 |
2023 | 357 |
2024 | 357 |
2025 and beyond | 1,200 |
Total future minimum lease payments | 3,186 |
Less effects of discounting | (494) |
Less effects of practical expedient | (4) |
Lease liabilities recognized | $ 2,688 |
Leases (Details 3)
Leases (Details 3) $ in Thousands | Dec. 31, 2020USD ($) |
Leases [Abstract] | |
2021 | $ 759 |
2022 | 513 |
2023 | 357 |
2024 | 357 |
2025 and beyond | 1,200 |
Total future minimum operating and short-term lease payments | 3,186 |
Less effects of discounting | (498) |
Lease liabilities recognized | $ 2,688 |
Leases (Details Narrative)
Leases (Details Narrative) | Dec. 31, 2020 |
Leases [Abstract] | |
Weighted-average remaining lease term, finance leases | 1 year 6 months |
Weighted-average remaining lease term, operating leases | 6 years 6 months 29 days |
Weighted average discount rate, operating leases | 3.09% |
Goodwill (Details)
Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Goodwill, beginning | $ 8,317 | $ 8,317 | $ 8,317 |
Goodwill acquired during the year | 0 | 0 | 0 |
Accumulated impairment losses | 0 | 0 | 0 |
Goodwill, ending | 8,317 | 8,317 | 8,317 |
IoT | |||
Goodwill, beginning | 8,317 | 8,317 | 8,317 |
Goodwill acquired during the year | 0 | 0 | 0 |
Accumulated impairment losses | 0 | 0 | 0 |
Goodwill, ending | 8,317 | 8,317 | 8,317 |
mPKI | |||
Goodwill, beginning | 0 | 0 | 0 |
Goodwill acquired during the year | 0 | 0 | 0 |
Accumulated impairment losses | 0 | 0 | 0 |
Goodwill, ending | $ 0 | $ 0 | $ 0 |
Accounts payable (Details)
Accounts payable (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Accounts Payable [Abstract] | ||
Trade creditors | $ 4,608 | $ 5,482 |
Factors or other financial institutions for borrowings | 178 | 888 |
Accounts payable to Board Members | 1,580 | 117 |
Accounts payable to other related parties | 172 | 2 |
Accounts payable to underwriters, promoters, and employees | 2,985 | 2,229 |
Other accounts payable | 3,576 | 1,995 |
Total accounts payable | $ 13,099 | $ 10,713 |
Notes payable (Details)
Notes payable (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Notes Payable [Abstract] | ||
Short-term loan | $ 4,030 | $ 4,022 |
Short-term loan from shareholders | 85 | 82 |
Total notes payable | $ 4,115 | $ 4,104 |
Other current liabilities (Deta
Other current liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Other Liabilities, Current [Abstract] | ||
Value-added tax payable | $ 312 | $ 706 |
Other tax payable | 137 | 65 |
Customer contract liability, current | 367 | 255 |
Other current liabilities | 289 | 278 |
Total other current liabilities | $ 1,105 | $ 1,304 |
Employee benefit plans (Details
Employee benefit plans (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Employee Benefit and Share-based Payment Arrangement, Noncash Expense [Abstract] | |||
Wages and salaries | $ 12,145 | $ 11,161 | $ 9,738 |
Social security contributions | 3,230 | 2,813 | 2,974 |
Net service costs | 646 | 281 | 372 |
Other components of defined benefit plans, net | 248 | 132 | 140 |
Total | $ 16,268 | $ 14,387 | $ 13,224 |
Employee benefit plans (Detai_2
Employee benefit plans (Details 1) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
France | |||
Discount rate | 0.30% | 0.70% | 1.50% |
Expected rate of return on plan assets | 0.00% | 0.00% | 0.00% |
Salary increases | 3.00% | 3.00% | 3.00% |
Switzerland | |||
Discount rate | 0.15% | 0.25% | |
Expected rate of return on plan assets | 1.50% | 1.50% | |
Salary increases | 1.50% | 1.50% | |
Switzerland | Minimum | |||
Discount rate | 0.80% | ||
Expected rate of return on plan assets | 1.50% | ||
Salary increases | 0.50% | ||
Switzerland | Maximum | |||
Discount rate | 0.90% | ||
Expected rate of return on plan assets | 2.00% | ||
Salary increases | 1.50% | ||
India | |||
Discount rate | 0.00% | 7.30% | 7.72% |
Expected rate of return on plan assets | 0.00% | 0.00% | 0.00% |
Salary increases | 0.00% | 9.00% | 9.00% |
Employee benefit plans (Detai_3
Employee benefit plans (Details 2) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Employee Benefit and Share-based Payment Arrangement, Noncash Expense [Abstract] | |||
Surplus/deficit, beginning | $ 6,880 | $ 4,465 | |
Opening balance sheet asset/provision (funded status), beginning | 6,880 | 4,465 | $ 4,585 |
Reconciliation of benefit obligation during the year | |||
Projected benefit obligation at start of year | 17,566 | 12,740 | |
Net service cost | 436 | 412 | 372 |
Interest expense | 50 | 107 | 86 |
Plan participant contributions | 141 | 216 | |
Net benefits paid to participants | (8) | 1,377 | |
Prior service cost | (698) | 0 | |
Actuarial losses/(gains) | (74) | 2,487 | |
Reclassifications | (2) | 0 | 0 |
Currency translation adjustment | 1,689 | 227 | |
Projected benefit obligation at end of year | 19,100 | 17,566 | 12,740 |
Reconciliation of plan assets during year | |||
Fair value of plan assets at start of year | (10,686) | (8,275) | |
Employer contributions paid over the year | (244) | (347) | |
Plan participant contributions | (141) | (216) | |
Net benefits paid to participants | (22) | (1,401) | |
Interest income | (167) | (123) | (116) |
Return in plan assets, excl. amounts included in net interest | (28) | (136) | (56) |
Currency translation adjustment | (1,044) | (188) | |
Fair value of plan assets at end of year | (12,332) | (10,686) | (8,275) |
Surplus/deficit, ending | 6,880 | 6,880 | 4,465 |
Closing balance sheet asset/provision (funded status), ending | $ 6,880 | $ 6,880 | $ 4,465 |
Employee benefit plans (Detai_4
Employee benefit plans (Details 3) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Estimated amount to be amortized from accumulated OCI into NPBC over next fiscal year | |||
Net loss (gain) | $ 286 | $ 283 | $ 88 |
Unrecognized transition (asset)/obligation | 0 | 0 | 0 |
Prior service cost/(credit) | 61 | 61 | 62 |
Amounts recognized in accumulated OCI | |||
Net loss (gain) | 4,237 | 4,258 | 1,964 |
Unrecognized transition (asset)/obligation | 0 | 0 | 0 |
Prior service cost/(credit) | (440) | 300 | 357 |
Deficit | $ 3,797 | $ 4,558 | $ 2,321 |
Employee benefit plans (Detai_5
Employee benefit plans (Details 4) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Employee Benefit and Share-based Payment Arrangement, Noncash Expense [Abstract] | |||
Opening balance sheet asset/provision (funded status), beginning | $ 6,880 | $ 4,465 | $ 4,585 |
Net service cost | 436 | 412 | 372 |
Interest cost/(credit) | 50 | 107 | 86 |
Expected return on assets | (167) | (123) | (116) |
Amortization on net (gain)/loss | 284 | 88 | 108 |
Amortization on prior service cost/(credit) | 61 | 62 | 62 |
Currency translation adjustment | 20 | (2) | 1 |
Total net periodic benefit cost/(credit) | 684 | 544 | 512 |
Actuarial (gain)/loss on liabilities due to experience | (72) | 1,056 | 272 |
Actuarial gain/loss on liab. from changes to fin. assump | 0 | 1,431 | (309) |
Actuarial (gain)/loss on liab. from changes to demo. assump | 0 | 0 | 1 |
Return in plan assets, excl. amounts included in net interest | (28) | (136) | (56) |
Prior service cost/(credit) | (698) | 0 | 0 |
Amortization on net (gain)/loss | (284) | (88) | (108) |
Amortization on prior service cost/(credit) | (61) | (62) | (62) |
Currency translation adjustment | (45) | (2) | 0 |
Total gain/loss recognized via OCI | (1,189) | 2,200 | (262) |
Employer contributions paid in the year | (274) | (371) | (293) |
Total cashflow | (274) | (371) | (293) |
Currency translation adjustment | 669 | 43 | (77) |
Reclassification | (2) | 0 | 0 |
Closing balance sheet asset/provision (funded status), ending | 6,880 | 6,880 | 4,465 |
Reconciliation of net gain/loss | |||
Amount at beginning of year | 4,258 | 1,964 | 2,187 |
Amortization during the year | (284) | (86) | (109) |
Asset (gain)/loss | (28) | (136) | (56) |
Liability (gain)/loss | (72) | 2,487 | (37) |
Reclassifications | (2) | 0 | 0 |
Currency translation adjustment | 366 | 29 | (21) |
Amount at year-end | 4,237 | 4,258 | 1,964 |
Reconciliation of prior service cost/(credit) | |||
Amount at beginning of year | 300 | 357 | 423 |
Amortization during the year | (61) | (62) | (62) |
Prior service costs for the current period | (698) | 0 | 0 |
Currency translation adjustment | 19 | 5 | (4) |
Amount at year-end | $ (440) | $ 300 | $ 357 |
Employee benefit plans (Detai_6
Employee benefit plans (Details 5) - USD ($) $ in Thousands | Dec. 31, 2026 | Dec. 31, 2025 | Dec. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
France | ||||||
Expected future contributions payable | $ 359 | $ 25 | $ 8 | $ 36 | $ 126 | $ 0 |
Switzerland | ||||||
Expected future contributions payable | $ 3,082 | $ 541 | $ 2,037 | $ 424 | $ 398 | $ 1,843 |
Stockholders' equity (Details)
Stockholders' equity (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Share capital | $ 2,890 | $ 1,875 |
Total share capital | $ 2,890 | $ 1,875 |
Total number of fully paid-in shares held as treasury shares | 4,783,135 | 1,202,191 |
Treasury share capital | $ 505 | $ 1,288 |
Common Shares - Class A | ||
Common stock, par value | $ 0.01 | $ 0.01 |
Share capital | $ 400 | $ 400 |
Total number of authorized shares | 40,021,988 | 40,021,988 |
Total number of fully paid-in issued shares | 40,021,988 | 40,021,988 |
Total number of fully paid-in outstanding shares | 40,021,988 | 40,021,988 |
Par value per share | $ 0.01 | $ 0.01 |
Total share capital | $ 400 | $ 400 |
Common Shares - Class A | Articles of Association and Swiss Capital Categories | ||
Total number of authorized shares | 0 | 0 |
Total number of conditional shares | 0 | 0 |
Total number of fully paid-in shares | 40,021,988 | 40,021,988 |
Common Shares - Class B | ||
Common stock, par value | $ 0.05 | $ 0.05 |
Share capital | $ 2,490 | $ 1,475 |
Total number of authorized shares | 63,234,625 | 41,066,298 |
Total number of fully paid-in issued shares | 47,622,689 | 28,824,086 |
Total number of fully paid-in outstanding shares | 42,839,554 | 27,621,895 |
Par value per share | $ 0.05 | $ 0.05 |
Total share capital | $ 2,490 | $ 1,475 |
Common Shares - Class B | Articles of Association and Swiss Capital Categories | ||
Total number of authorized shares | 7,808,906 | 8,881,829 |
Total number of conditional shares | 7,804,030 | 11,840,090 |
Total number of fully paid-in shares | 47,622,689 | 28,824,086 |
Accumulated other comprehensi_3
Accumulated other comprehensive income (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Other comprehensive income/(loss), net of tax: | |||
Accumulated other comprehensive income, beginning | $ (1,453) | $ 100 | |
Total net foreign currency translation adjustments | 1,824 | 643 | |
Total change in unrealized gains related to available-for-sale debt securities | 5,385 | 0 | $ 0 |
Total defined benefit pension adjustment | 1,189 | (2,199) | |
Total adjustment from liquidation of group companies | 0 | (21) | |
Total adjustment from sale of QuoVadis Group | 0 | 34 | |
Total adjustment from change in Ownership | (5) | (10) | |
Total other comprehensive income/(loss), net | 8,393 | (1,553) | |
Accumulated other comprehensive income, ending | $ 6,940 | $ (1,453) | $ 100 |
Revenue (Details)
Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Total revenue | $ 14,779 | $ 22,652 | $ 34,280 |
At One Point in Time | |||
Total revenue | 14,604 | 22,480 | 33,942 |
Over Time | |||
Total revenue | 175 | 172 | 338 |
IoT | |||
Total revenue | 14,317 | 20,504 | 29,404 |
IoT | Secure Chips | |||
Total revenue | 14,317 | 20,504 | 29,404 |
IoT | At One Point in Time | |||
Total revenue | 14,317 | 20,504 | 29,404 |
IoT | At One Point in Time | Secure Chips | |||
Total revenue | 14,317 | 20,504 | 29,404 |
IoT | Over Time | |||
Total revenue | 0 | 0 | 0 |
IoT | Over Time | Secure Chips | |||
Total revenue | 0 | 0 | 0 |
mPKI | |||
Total revenue | 462 | 2,148 | 4,876 |
mPKI | Certificates | |||
Total revenue | 175 | 172 | 338 |
mPKI | Licenses and Integration | |||
Total revenue | 287 | 1,976 | 4,538 |
mPKI | SaaS, PCS and Hosting | |||
Total revenue | 0 | 0 | 0 |
mPKI | At One Point in Time | |||
Total revenue | 287 | 1,976 | 4,538 |
mPKI | At One Point in Time | Certificates | |||
Total revenue | 0 | 0 | 0 |
mPKI | At One Point in Time | Licenses and Integration | |||
Total revenue | 287 | 1,976 | 4,538 |
mPKI | At One Point in Time | SaaS, PCS and Hosting | |||
Total revenue | 0 | 0 | 0 |
mPKI | Over Time | |||
Total revenue | 175 | 172 | 338 |
mPKI | Over Time | Certificates | |||
Total revenue | 175 | 172 | 338 |
mPKI | Over Time | Licenses and Integration | |||
Total revenue | 0 | 0 | 0 |
mPKI | Over Time | SaaS, PCS and Hosting | |||
Total revenue | $ 0 | $ 0 | $ 0 |
Revenue (Details 1)
Revenue (Details 1) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | ||
Net sales | $ 14,779 | $ 22,652 | $ 34,280 | |
Switzerland | ||||
Net sales | 592 | 2,137 | 2,512 | |
Rest of EMEA | ||||
Net sales | [1] | 4,321 | 8,046 | 14,122 |
North America | ||||
Net sales | 8,260 | 9,691 | 15,165 | |
Asia Pacific | ||||
Net sales | 1,526 | 2,504 | 2,306 | |
Latin America | ||||
Net sales | 80 | 274 | 175 | |
IoT | ||||
Net sales | 14,317 | 20,504 | 29,404 | |
IoT | Switzerland | ||||
Net sales | 278 | 708 | 1,171 | |
IoT | Rest of EMEA | ||||
Net sales | 4,228 | 7,508 | 10,695 | |
IoT | North America | ||||
Net sales | 8,217 | 9,547 | 15,165 | |
IoT | Asia Pacific | ||||
Net sales | 1,526 | 2,503 | 2,257 | |
IoT | Latin America | ||||
Net sales | 68 | 238 | 116 | |
mPKI | ||||
Net sales | 462 | 2,148 | 4,876 | |
mPKI | Switzerland | ||||
Net sales | 314 | 1,428 | 1,341 | |
mPKI | Rest of EMEA | ||||
Net sales | 93 | 539 | 3,428 | |
mPKI | North America | ||||
Net sales | 43 | 144 | 0 | |
mPKI | Asia Pacific | ||||
Net sales | 0 | 1 | 49 | |
mPKI | Latin America | ||||
Net sales | $ 12 | $ 36 | $ 58 | |
[1] | EMEA means Europe, Middle East and Africa |
Revenue (Details 2)
Revenue (Details 2) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Trade accounts receivables | $ 2,608 | $ 3,643 |
Contract assets | 0 | 15 |
Contract liabilities - current | 367 | 255 |
Contract liabilities - noncurrent | 23 | 2 |
Contract liabilities | 390 | 257 |
Deferred revenue | 321 | 99 |
Revenue recognized in the year from amounts included in the deferred revenue of the mPKI segment at the beginning of the year | 84 | 83 |
IoT | ||
Trade accounts receivables | 2,227 | 2,843 |
Deferred revenue | 150 | 92 |
mPKI | ||
Trade accounts receivables | 381 | 800 |
Deferred revenue | $ 171 | $ 7 |
Revenue (Details 3)
Revenue (Details 3) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Revenue from Contract with Customer [Abstract] | ||
Total remaining performance obligation | $ 41 | $ 669 |
Other operating income (Details
Other operating income (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Other Income and Expenses [Abstract] | |||
Other operating income from related parties | $ 43 | $ 140 | $ 0 |
Other operating income - other | 0 | 40 | 289 |
Total other operating income | $ 43 | $ 180 | $ 289 |
Stock-based compensation (Detai
Stock-based compensation (Details) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Payment Arrangement, Noncash Expense [Abstract] | |||
Dividend yield | 0.00% | 0.00% | 0.00% |
Risk-free interest rate used (average) | 1.00% | 1.00% | 1.00% |
Expected market price volatility, minimum | 37.61% | 51.59% | 46.11% |
Expected market price volatility, maximum | 65.38% | 56.86% | 58.22% |
Average remaining expected life of stock options (years) | 3 years 5 months 5 days | 3 years 4 days | 3 years 1 month 6 days |
Stock-based compensation (Det_2
Stock-based compensation (Details 1) - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement, Noncash Expense [Abstract] | ||
Non-vested options, beginning | 5,026 | 431,368 |
Granted | 467,617 | 2,292,539 |
Vested | (339,310) | 2,464,232 |
Forfeited or cancelled | 0 | (254,649) |
Non-vested options, ending | 133,333 | 5,026 |
Weighted-average grant date fair value, beginning | $ 3.65 | $ 2.99 |
Granted | 1.08 | 2.45 |
Vested | 1.01 | 2.47 |
Forfeited or cancelled | .00 | 3.75 |
Weighted-average grant date fair value, ending | $ 1.20 | $ 3.65 |
Stock-based compensation (Det_3
Stock-based compensation (Details 2) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Payment Arrangement, Noncash Expense [Abstract] | |||
Options, beginning | 2,843,115 | 1,342,819 | 731,772 |
Granted | 467,617 | 2,292,539 | 851,131 |
Exercised or converted | (1,214,402) | (259,338) | (213,750) |
Forfeited or cancelled | 0 | (333,905) | (26,334) |
Expired | 0 | (199,000) | 0 |
Options, ending | 2,096,330 | 2,843,115 | 1,342,819 |
Options vested | 1,962,997 | 2,838,089 | 911,451 |
Options non-vested | 133,333 | 5,026 | 431,368 |
Weighted-average exercise price, beginning | $ 0.99 | $ 2.76 | $ 3.61 |
Granted | 1.48 | 0.99 | 1.56 |
Exercised or converted | 1.57 | 1 | 0.98 |
Forfeited or cancelled | .00 | 0.05 | 0.05 |
Expired | .00 | 5.19 | 0 |
Weighted-average exercise price, ending | 1.48 | 0.99 | 2.76 |
Weighted-average exercise price vested | $ 1.57 | $ 1 | $ 3.28 |
Weighted average remaining contractual term outstanding | 4 years 5 months 8 days | 5 years 2 months 8 days | 3 years |
Weighted average remaining contractual term vested | 4 years 3 months 22 days | 5 years 2 months 8 days | 2 years 3 months 4 days |
Aggregate intrinsic value exercised or converted | $ 2,046,219 | $ 581,477 | $ 238,614 |
Aggregate intrinsic value outstanding | 554,377 | 3,693,941 | (895,404) |
Aggregate intrinsic value vested | $ 329,716 | $ 3,682,672 | $ (1,082,233) |
Stock-based compensation (Det_4
Stock-based compensation (Details 3) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Stock-based compensation | $ 393 | $ 5,414 | $ 1,660 |
Employee Stock Option Plans (ESOP) | |||
Stock-based compensation | 363 | 5,386 | 1,278 |
Non-ESOP Option Agreements | |||
Stock-based compensation | $ 30 | $ 28 | $ 382 |
Stock-based compensation (Det_5
Stock-based compensation (Details 4) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Stock-based compensation | $ 393 | $ 5,414 | $ 1,660 |
Research & Development Expenses | |||
Stock-based compensation | 6 | 786 | 121 |
Selling & Marketing Expenses | |||
Stock-based compensation | 209 | 1,269 | 571 |
General & Administrative Expenses | |||
Stock-based compensation | $ 178 | $ 3,359 | $ 967 |
Non-operating income (Details)
Non-operating income (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Other Income, Nonoperating [Abstract] | |||
Foreign exchange gain | $ 839 | $ 1,761 | $ 1,664 |
Financial income | 8 | 74 | 85 |
Interest income | 16 | 0 | 0 |
Other | 264 | 83 | 432 |
Total non-operating income from continuing operations | $ 1,127 | $ 1,918 | $ 2,181 |
Non-operating expenses (Details
Non-operating expenses (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Other Expense, Nonoperating [Abstract] | |||
Impairment of equity securities at cost | $ 7,000 | $ 0 | $ 0 |
Foreign exchange losses | 2,195 | 2,401 | 1,984 |
Financial charges | 104 | 341 | 104 |
Interest expense | 685 | 643 | 244 |
Other components of defined benefit plans, net | 248 | 132 | 140 |
Other | 847 | 153 | 354 |
Total non-operating expenses from continuing operations | $ 11,079 | $ 3,670 | $ 2,826 |
Income taxes (Details)
Income taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income/(loss) before income tax | $ (28,898) | $ (23,017) | $ (9,855) |
Switzerland | |||
Income/(loss) before income tax | (15,723) | (19,179) | (11,428) |
Foreign | |||
Income/(loss) before income tax | (6,621) | (3,838) | (4,989) |
Discontinued Operations | |||
Income/(loss) before income tax | $ 0 | $ 0 | $ 6,562 |
Income taxes (Details 1)
Income taxes (Details 1) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income tax expense | $ 9 | $ 13 | $ 53 |
Switzerland | |||
Income tax expense | 0 | (42) | 328 |
Foreign | |||
Income tax expense | 9 | 13 | (479) |
Discontinued Operations | |||
Income tax expense | $ 0 | $ 42 | $ 205 |
Income taxes (Details 2)
Income taxes (Details 2) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred income tax assets/(liabilities) | $ 3 | $ 6 |
Foreign | ||
Deferred income tax assets/(liabilities) | $ 3 | $ 6 |
Income taxes (Details 3)
Income taxes (Details 3) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |||
Net income/(loss) from continuing operations before income tax | $ (28,898) | $ (23,017) | $ (9,855) |
Statutory tax rate | 14.00% | 24.00% | 24.00% |
Expected income tax (expense)/recovery | $ 4,043 | $ 5,524 | $ 2,365 |
Change in valuation allowance | (631) | (2,129) | 4,228 |
Permanent difference | (1) | 0 | (9) |
Change in expiration of tax loss carryforwards | (3,411) | (3,395) | (6,584) |
Income tax (expense)/recovery | $ (9) | $ (13) | $ (53) |
Income taxes (Details 4)
Income taxes (Details 4) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Income Tax Disclosure [Abstract] | ||
Stock-based compensation | $ 1 | $ 0 |
Defined benefit accrual | 1,089 | 1,100 |
Tax loss carry-forwards | 12,655 | 11,264 |
Deferred tax liability on change in unrealized gains related to available-for-sale debt securities | (753) | 0 |
Valuation allowance | (13,742) | (12,358) |
Deferred tax assets/(liabilities) | $ 3 | $ 6 |
Income taxes (Details 5)
Income taxes (Details 5) - USD ($) $ in Thousands | Dec. 31, 2041 | Dec. 31, 2040 | Dec. 31, 2039 | Dec. 31, 2038 | Dec. 31, 2037 | Dec. 31, 2036 | Dec. 31, 2035 | Dec. 31, 2034 | Dec. 31, 2033 | Dec. 31, 2032 | Dec. 31, 2031 | Dec. 31, 2030 | Dec. 31, 2029 | Dec. 31, 2028 | Dec. 31, 2027 | Dec. 31, 2026 | Dec. 31, 2025 | Dec. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Operating loss-carryforward | $ 81,938 | $ 90 | $ 221 | $ 0 | $ 159 | $ 0 | $ 359 | $ 202 | $ 98 | $ 175 | $ 129 | $ 27 | $ 34 | $ 301 | $ 14,267 | $ 6,650 | $ 18,917 | $ 11,006 | $ 12,609 | $ 8,440 | $ 8,255 |
USA | |||||||||||||||||||||
Operating loss-carryforward | 962 | 90 | 221 | 0 | 159 | 0 | 247 | 0 | 0 | 89 | 54 | 2 | 9 | 91 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Switzerland | |||||||||||||||||||||
Operating loss-carryforward | 61,520 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 14,097 | 6,373 | 10,778 | 5,848 | 10,150 | 7,135 | 7,139 |
Spain | |||||||||||||||||||||
Operating loss-carryforward | 3,487 | 0 | 0 | 0 | 0 | 0 | 112 | 202 | 98 | 86 | 75 | 25 | 25 | 0 | 0 | 0 | 0 | 0 | 1,337 | 1,303 | 224 |
France | |||||||||||||||||||||
Operating loss-carryforward | 14,917 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 7,778 | 5,157 | 1,121 | 0 | 860 |
UK | |||||||||||||||||||||
Operating loss-carryforward | 36 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 1 | 1 | 2 | 32 |
Germany | |||||||||||||||||||||
Operating loss-carryforward | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
India | |||||||||||||||||||||
Operating loss-carryforward | $ 1,016 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 210 | $ 170 | $ 277 | $ 361 | $ 0 | $ 0 | $ 0 | $ 0 |
Income taxes (Details 6)
Income taxes (Details 6) | 12 Months Ended |
Dec. 31, 2020 | |
Switzerland | |
Tax years subject to examination | 2016 - 2020 |
USA | |
Tax years subject to examination | 2020 |
France | |
Tax years subject to examination | 2017 - 2020 |
Spain | |
Tax years subject to examination | 2017 - 2020 |
Japan | |
Tax years subject to examination | 2020 |
Taiwan | |
Tax years subject to examination | 2019 - 2020 |
India | |
Tax years subject to examination | 2018 - 2020 |
Germany | |
Tax years subject to examination | 2020 |
UK | |
Tax years subject to examination | 2018 - 2020 |
Segment information and geogr_3
Segment information and geographic data (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Revenues from external customers | $ 14,779 | $ 22,652 | $ 34,280 |
Intersegment revenues | 6,786 | 6,513 | 3,288 |
Interest revenue | 67 | 74 | 204 |
Interest expense | 718 | 724 | 2,883 |
Depreciation and amortization | 1,592 | 1,355 | 1,315 |
Segment income/(loss) before income taxes | (22,021) | (22,707) | (9,698) |
Profit/(loss) from intersegment sales | 323 | 310 | 157 |
Income tax (expense)/recovery | (9) | (13) | (53) |
Other significant non cash items | |||
Share-based compensation expense | 393 | 5,414 | 1,660 |
Gain/(loss) on derivative liability | 44 | 214 | 0 |
Interest and amortization of debt discount and expense | 458 | 742 | 150 |
Segment assets | 518,358 | 45,713 | 71,757 |
IoT | |||
Revenues from external customers | 14,317 | 20,504 | 29,404 |
Intersegment revenues | 0 | 344 | 725 |
Interest revenue | 8 | 36 | 37 |
Interest expense | 12 | 29 | 275 |
Depreciation and amortization | 1,501 | 1,298 | 1,299 |
Segment income/(loss) before income taxes | (2,038) | 130 | (1,232) |
Profit/(loss) from intersegment sales | 0 | 16 | 35 |
Income tax (expense)/recovery | 0 | 0 | 2 |
Other significant non cash items | |||
Share-based compensation expense | 0 | 0 | 0 |
Gain/(loss) on derivative liability | 0 | 0 | 0 |
Interest and amortization of debt discount and expense | 0 | 0 | 0 |
Segment assets | 11,031 | 15,794 | 19,082 |
mPKI | |||
Revenues from external customers | 462 | 2,148 | 4,876 |
Intersegment revenues | 6,786 | 6,169 | 2,563 |
Interest revenue | 59 | 38 | 167 |
Interest expense | 707 | 695 | 2,608 |
Depreciation and amortization | 91 | 57 | 16 |
Segment income/(loss) before income taxes | (19,983) | (22,837) | (8,466) |
Profit/(loss) from intersegment sales | 323 | 294 | 122 |
Income tax (expense)/recovery | (9) | (13) | (55) |
Other significant non cash items | |||
Share-based compensation expense | 393 | 5,414 | 1,660 |
Gain/(loss) on derivative liability | 44 | 214 | 0 |
Interest and amortization of debt discount and expense | 458 | 742 | 150 |
Segment assets | $ 470,327 | $ 29,919 | $ 52,675 |
Segment information and geogr_4
Segment information and geographic data (Details 1) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Total revenue | $ 14,779 | $ 22,652 | $ 34,280 |
Income/(loss) before income tax | (28,898) | (23,017) | (9,855) |
Reportable Segment | |||
Total revenue | 21,565 | 29,165 | 37,568 |
Income/(loss) before income tax | (28,575) | (22,707) | (9,698) |
Intersegment | |||
Total revenue | (6,786) | (6,513) | (3,288) |
Income/(loss) before income tax | $ (323) | $ (310) | $ (157) |
Segment information and geogr_5
Segment information and geographic data (Details 2) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Assets | $ 52,881 | $ 49,904 | $ 78,453 |
Reportable Segment | |||
Assets | 51,358 | 45,713 | 71,757 |
Intersegment Receivables | |||
Assets | (10,515) | (6,794) | (6,430) |
Intersegment Investment and Goodwill | |||
Assets | 12,038 | 10,985 | (19,533) |
Discontinued Operations | |||
Assets | $ 0 | $ 0 | $ 32,659 |
Segment information and geogr_6
Segment information and geographic data (Details 3) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | ||
Net sales | $ 14,779 | $ 22,652 | $ 34,280 | |
Switzerland | ||||
Net sales | 592 | 2,137 | 2,512 | |
Rest of EMEA | ||||
Net sales | [1] | 4,321 | 8,046 | 14,122 |
North America | ||||
Net sales | 8,260 | 9,691 | 15,165 | |
Asia Pacific | ||||
Net sales | 1,526 | 2,504 | 2,306 | |
Latin America | ||||
Net sales | $ 80 | $ 274 | $ 175 | |
[1] | EMEA means Europe, Middle East and Africa |
Segment information and geogr_7
Segment information and geographic data (Details 4) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, plant and equipment net of accumulated depreciation | $ 1,000 | $ 1,801 | |
Switzerland | |||
Property, plant and equipment net of accumulated depreciation | 37 | 44 | |
Rest of EMEA | |||
Property, plant and equipment net of accumulated depreciation | [1] | 953 | 1,742 |
North America | |||
Property, plant and equipment net of accumulated depreciation | 1 | 1 | |
Asia Pacific | |||
Property, plant and equipment net of accumulated depreciation | $ 9 | $ 14 | |
[1] | EMEA includes Europe, Africa and the Middle-East |
Earnings_(loss) per share (Deta
Earnings/(loss) per share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Earnings per share | |||
Net income/(loss) attributable to WISeKey International Holding AG | $ (28,659) | $ 8,187 | $ (16,278) |
Effect of potentially dilutive instruments on net gain | 0 | 335 | 0 |
Net income/(loss) attributable to WISeKey International Holding AG after effect of potentially dilutive instruments | $ 0 | $ 8,522 | $ 0 |
Shares used in net earnings/(loss) per share computation: | |||
Weighted average shares outstanding - basic | 42,785,300 | 36,079,000 | 33,904,659 |
Effect of potentially dilutive equivalent shares | 0 | 1,399,458 | 0 |
Weighted average shares outstanding - diluted | 0 | 37,478,458 | 0 |
Net earnings/(loss) per share | |||
Basic weighted average loss per share attributable to WIHN | $ (.67) | $ 0.23 | $ (0.48) |
Diluted weighted average loss per share attributable to WIHN | $ (.67) | $ 0.23 | $ (0.48) |
Earnings_(loss) per share (De_2
Earnings/(loss) per share (Details 1) - shares | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Total number of shares from dilutive vehicles with anti-dilutive effect | 21,703,150 | 0 | 11,106,997 |
Stock Options | |||
Total number of shares from dilutive vehicles with anti-dilutive effect | 1,333,434 | 0 | 1,342,819 |
Warrants | |||
Total number of shares from dilutive vehicles with anti-dilutive effect | 0 | 0 | 2,942,374 |
Convertible Instruments | |||
Total number of shares from dilutive vehicles with anti-dilutive effect | 20,369,716 | 0 | 6,821,804 |
Earnings_(loss) per share (De_3
Earnings/(loss) per share (Details 2) - shares | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Total number of shares from dilutive vehicles | 0 | 3,020,345 | 0 |
Stock Options | |||
Total number of shares from dilutive vehicles | 0 | 2,327,115 | 0 |
Warrants | |||
Total number of shares from dilutive vehicles | 0 | 0 | 0 |
Convertible Instruments | |||
Total number of shares from dilutive vehicles | 0 | 693,230 | 0 |
Related parties disclosure (Det
Related parties disclosure (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
WISeKey SA | ||
Country of incorporation | Switzerland | |
Year of incorporation | 1999 | |
Share capital | $ 933,436 | |
% ownership | 95.75% | 95.58% |
Nature of business | Main operating company. Sales and R&D services | |
WISeKey Semiconductors SAS | ||
Country of incorporation | France | |
Year of incorporation | 2010 | |
Share capital | $ 1,298,162 | |
% ownership | 100.00% | 100.00% |
Nature of business | Chip manufacturing, sales & distribution | |
WiseTrust SA | ||
Country of incorporation | Switzerland | |
Year of incorporation | 1999 | |
Share capital | $ 680,000 | |
% ownership | 100.00% | 100.00% |
Nature of business | Non-operating investment company | |
WISeKey ELA SL | ||
Country of incorporation | Spain | |
Year of incorporation | 2006 | |
Share capital | $ 4,000,000 | |
% ownership | 100.00% | 100.00% |
Nature of business | Sales & support | |
WISeKey SAARC Ltd | ||
Country of incorporation | U.K. | |
Year of incorporation | 2016 | |
Share capital | $ 100,000 | |
% ownership | 51.00% | 51.00% |
Nature of business | Non trading | |
WISeKey USA Inc | ||
Country of incorporation | U.S.A | |
Year of incorporation | 2006 | |
Share capital | $ 6,500 | |
% ownership | 100.00% | 100.00% |
Nature of business | Sales & support | |
WISeKey India Private Ltd | ||
Country of incorporation | India | |
Year of incorporation | 2016 | |
Share capital | $ 1,000,000 | |
% ownership | 45.90% | 45.90% |
Nature of business | Sales & support | |
WISeKey KK | ||
Country of incorporation | Japan | |
Year of incorporation | 2017 | |
Share capital | $ 1,000,000 | |
% ownership | 100.00% | 100.00% |
Nature of business | Sales & distribution | |
WISeKey Taiwan | ||
Country of incorporation | Taiwan | |
Year of incorporation | 2017 | |
Share capital | $ 100,000 | |
% ownership | 100.00% | 100.00% |
Nature of business | Sales & distribution | |
WISeCoin AG | ||
Country of incorporation | Switzerland | |
Share capital | $ 100,000 | |
% ownership | 90.00% | 90.00% |
Nature of business | Sales & distribution | |
WISeKey Equities AG | ||
Country of incorporation | Switzerland | |
Year of incorporation | 2018 | |
Share capital | $ 100,000 | |
% ownership | 100.00% | 100.00% |
Nature of business | Financing, Sales & distribution | |
WISeCoin France R&D Lab SAS | ||
Country of incorporation | France | |
Year of incorporation | 2019 | |
Share capital | $ 100,000 | |
% ownership | 90.00% | 90.00% |
Nature of business | Research & development | |
WISeKey Semiconductors GmbH | ||
Country of incorporation | Germany | |
Year of incorporation | 2019 | |
Share capital | $ 25,000 | |
% ownership | 100.00% | 100.00% |
Nature of business | Sales & distribution | |
WISeKey Arabia - Information Technology Ltd | ||
Country of incorporation | Saudi Arabia | |
Year of incorporation | 2019 | |
Share capital | $ 200,000 | |
% ownership | 51.00% | 51.00% |
Nature of business | Sales & distribution | |
WiseAI AG | ||
Country of incorporation | Switzerland | |
Year of incorporation | 2020 | |
Share capital | $ 100,000 | |
% ownership | 51.00% | |
Nature of business | Sales & distribution |
Related parties disclosure (D_2
Related parties disclosure (Details 1) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Receivables | $ 109 | $ 119 | |
Payables | 1,837 | 202 | |
Net expenses | 967 | 2,181 | $ 2,762 |
Net income | 32 | 331 | 1,381 |
Carlos Moreira | |||
Receivables | 0 | 0 | |
Payables | 1,580 | 0 | |
Net expenses | 0 | 0 | 0 |
Net income | 0 | 0 | 209 |
Maryla Shingler-Bobbio | |||
Receivables | 0 | 0 | |
Payables | 0 | 0 | |
Net expenses | 0 | 123 | 80 |
Net income | 0 | 0 | 0 |
Philippe Doubre | |||
Receivables | 0 | 0 | |
Payables | 0 | 40 | |
Net expenses | 86 | 114 | 80 |
Net income | 0 | 0 | 0 |
Juan Hernández Zayas | |||
Receivables | 0 | 0 | |
Payables | 0 | 37 | |
Net expenses | 52 | 165 | 88 |
Net income | 0 | 0 | 0 |
Thomas Hürlimann | |||
Receivables | 0 | 0 | |
Payables | 0 | 16 | |
Net expenses | 0 | 63 | 24 |
Net income | 0 | 0 | 0 |
Dourgam Kummer | |||
Receivables | 14 | 0 | |
Payables | 0 | 2 | |
Net expenses | 0 | 52 | 264 |
Net income | 0 | 0 | 0 |
David Fergusson | |||
Receivables | 0 | 0 | |
Payables | 0 | 22 | |
Net expenses | 119 | 161 | 47 |
Net income | 0 | 0 | 0 |
Eric Pellaton | |||
Receivables | 0 | 0 | |
Payables | 0 | 0 | |
Net expenses | 42 | 0 | 0 |
Net income | 0 | 0 | 0 |
Jean-Philippe Ladisa | |||
Receivables | 0 | 0 | |
Payables | 0 | 0 | |
Net expenses | 61 | 0 | 0 |
Net income | 0 | 0 | 0 |
Roman Brunner | |||
Receivables | 0 | 0 | |
Payables | 0 | 0 | |
Net expenses | 0 | 426 | 242 |
Net income | 0 | 87 | 0 |
Anthony Nagel | |||
Receivables | 0 | 0 | |
Payables | 0 | 0 | |
Net expenses | 0 | 5 | 164 |
Net income | 0 | 58 | 0 |
Harald Steger | |||
Receivables | 0 | 0 | |
Payables | 0 | 0 | |
Net expenses | 0 | 445 | |
Net income | 0 | 0 | 0 |
Don Tapscott | |||
Receivables | 0 | 0 | |
Payables | 0 | 0 | |
Net expenses | 8 | 0 | 394 |
Net income | 0 | 0 | 0 |
Wei Wang | |||
Receivables | 0 | 0 | |
Payables | 0 | 0 | |
Net expenses | 0 | 0 | 187 |
Net income | 0 | 10 | 0 |
OISTE | |||
Receivables | 95 | 119 | |
Payables | 172 | 0 | |
Net expenses | 374 | 219 | 221 |
Net income | 32 | 140 | 0 |
Edmund Gibbons Limited | |||
Receivables | 0 | 0 | |
Payables | 0 | 0 | |
Net expenses | 0 | 479 | 173 |
Net income | 0 | 36 | 434 |
Terra Ventures Inc | |||
Receivables | 0 | 0 | |
Payables | 33 | 33 | |
Net expenses | 0 | 0 | 0 |
Net income | 0 | 0 | 0 |
SAI LLC (SBT Ventures) | |||
Receivables | 0 | 0 | |
Payables | 34 | 33 | |
Net expenses | 0 | 0 | 0 |
Net income | 0 | 0 | 0 |
GSP Holdings Ltd | |||
Receivables | 0 | 0 | |
Payables | 18 | 17 | |
Net expenses | 0 | 0 | 0 |
Net income | 0 | 0 | 0 |
Indian Potash Limited | |||
Receivables | 0 | 0 | |
Payables | 0 | 0 | |
Net expenses | 0 | 0 | 0 |
Net income | 0 | 0 | 42 |
ACXIT Capital | |||
Receivables | 0 | 0 | |
Payables | 0 | 0 | |
Net expenses | 0 | 0 | 0 |
Net income | 0 | 0 | 696 |
Philippe Gerwill | |||
Receivables | 0 | 0 | |
Payables | 0 | 0 | |
Net expenses | 0 | 14 | 0 |
Net income | 0 | 0 | 0 |
Related Parties of Carlos Moreira | |||
Receivables | 0 | 0 | |
Payables | 0 | 2 | |
Net expenses | 223 | 360 | 0 |
Net income | 0 | 0 | 0 |
Todd Ruppert | |||
Receivables | 0 | 0 | |
Payables | 0 | 0 | |
Net expenses | 0 | 0 | 353 |
Net income | 0 | 0 | 0 |
Cristina Dolan | |||
Receivables | 0 | 0 | |
Payables | 0 | 0 | |
Net expenses | 1 | 0 | 0 |
Net income | 0 | 0 | 0 |
Maria Pia Aqueveque Jabbaz | |||
Receivables | 0 | 0 | |
Payables | 0 | 0 | |
Net expenses | 1 | 0 | 0 |
Net income | $ 0 | $ 0 | $ 0 |