Cover
Cover | 12 Months Ended |
Dec. 31, 2022 shares | |
Entity Addresses [Line Items] | |
Document Type | 20-F/A |
Amendment Flag | true |
Amendment Description | As contemplated by Rule 15d-2, SEALSQ Corp is hereby filing the certified financial statements of WISeKey Semiconductors SAS, the SEALSQ Corp Predecessor, with the SEC under cover of the facing page of an annual report on Form 20-F. |
Document Registration Statement | false |
Document Annual Report | true |
Document Transition Report | false |
Document Shell Company Report | false |
Document Period End Date | Dec. 31, 2022 |
Document Fiscal Period Focus | FY |
Document Fiscal Year Focus | 2022 |
Current Fiscal Year End Date | --12-31 |
Entity File Number | 001-41709 |
Entity Registrant Name | SEALSQ CORP |
Entity Central Index Key | 0001951222 |
Entity Incorporation, State or Country Code | D8 |
Entity Address, Address Line One | Avenue Louis-Casaï 58 |
Entity Address, City or Town | Cointrin |
Entity Address, Country | CH |
Entity Address, Postal Zip Code | 1216 |
Title of 12(b) Security | Ordinary Shares, US$0.01 par value per share |
Trading Symbol | LAES |
Security Exchange Name | NASDAQ |
Entity Well-known Seasoned Issuer | No |
Entity Voluntary Filers | No |
Entity Current Reporting Status | Yes |
Entity Interactive Data Current | Yes |
Entity Filer Category | Non-accelerated Filer |
Entity Emerging Growth Company | true |
Elected Not To Use the Extended Transition Period | false |
Document Accounting Standard | U.S. GAAP |
Entity Shell Company | false |
Entity Common Stock, Shares Outstanding | 100 |
Auditor Name | BDO Rhône-Alpes |
Auditor Location | Lyon, France |
Auditor Firm ID | 3340 |
Business Contact | |
Entity Addresses [Line Items] | |
Entity Address, Address Line One | Craigmuir Chambers, Road Town |
Entity Address, City or Town | Tortola |
Entity Address, Country | VG |
Entity Address, Postal Zip Code | 1110 |
Country Region | 41 |
City Area Code | 22 |
Local Phone Number | 594-3000 |
Contact Personnel Name | Peter Ward |
Contact Personnel Fax Number | 594-3001 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income/(Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | |||
Net sales | $ 23,198 | $ 16,995 | $ 14,317 |
Cost of sales | (13,267) | (9,547) | (8,147) |
Depreciation of production assets | (132) | (301) | (736) |
Gross profit | 9,799 | 7,147 | 5,434 |
Other operating income | 2,007 | 91 | |
Research & development expenses | (2,308) | (3,050) | (4,128) |
Selling & marketing expenses | (3,824) | (4,245) | (3,103) |
General & administrative expenses | (3,091) | (4,984) | (6,788) |
Total operating expenses | (7,216) | (12,188) | (14,019) |
Operating income / (loss) | 2,583 | (5,041) | (8,585) |
Non-operating income | 935 | 483 | 146 |
Interest and amortization of debt discount | (355) | (167) | (8) |
Non-operating expenses | (638) | (96) | (749) |
Income / (loss) before income tax expense | 2,525 | (4,821) | (9,196) |
Income tax income (expense) | 3,245 | (6) | (5) |
Net income / (loss) | $ 5,770 | $ (4,827) | $ (9,201) |
Earnings per share (USD) | |||
Basic | $ 3.92 | $ (3.72) | $ (7.09) |
Diluted | $ 3.92 | $ (3.72) | $ (7.09) |
Other comprehensive income / (loss), net of tax: | |||
Foreign currency translation adjustments | $ (15) | $ (8) | $ 33 |
Net gain (loss) arising during period | 170 | 142 | 105 |
Other comprehensive income / (loss) | 155 | 134 | 138 |
Comprehensive income / (loss) | $ 5,925 | $ (4,693) | $ (9,063) |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash and cash equivalents | $ 4,057 | $ 2,064 |
Accounts receivable, net of allowance for doubtful accounts | 2,219 | 2,606 |
Inventories | 7,510 | 2,710 |
Prepaid expenses | 394 | 454 |
Other current assets | 1,252 | 414 |
Total current assets | 15,432 | 8,248 |
Noncurrent assets | ||
Deferred income tax assets | 3,296 | |
Deferred tax credits | 692 | 847 |
Property, plant and equipment net of accumulated depreciation | 782 | 886 |
Intangible assets, net of accumulated amortization | 1 | 5 |
Operating lease right-of-use assets | 1,379 | 1,776 |
Other noncurrent assets | 77 | 82 |
Total noncurrent assets | 6,227 | 3,596 |
TOTAL ASSETS | 21,659 | 11,844 |
Current Liabilities | ||
Accounts payable | 6,735 | 7,256 |
Indebtedness to related parties, current | 3,374 | |
Current portion of obligations under operating lease liabilities | 324 | 320 |
Income tax payable | 47 | 3 |
Other current liabilities | 148 | 180 |
Total current liabilities | 10,628 | 7,759 |
Noncurrent liabilities | ||
Bonds, mortgages and other long-term debt | 1,489 | |
Operating lease liabilities, noncurrent | 988 | 1,456 |
Indebtedness to related parties, noncurrent | 7,946 | 15,617 |
Employee benefit plan obligation | 396 | 575 |
Total noncurrent liabilities | 10,819 | 17,648 |
TOTAL LIABILITIES | 21,447 | 25,407 |
SHAREHOLDERS' EQUITY | ||
Common stock | 1,955 | 1,772 |
Additional paid-in capital | 14,926 | 7,258 |
Accumulated other comprehensive income / (loss) | 775 | 621 |
Accumulated deficit | (17,444) | (23,214) |
Total shareholders' equity | 212 | (13,563) |
TOTAL LIABILITIES AND EQUITY | $ 21,659 | $ 11,844 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 1 | $ 1 |
Common stock, shares authorized | 1,473,162 | 1,298,162 |
Common stock, shares issued | 1,473,162 | 1,298,162 |
Common stock, shares outstanding | 1,473,162 | 1,298,162 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Shareholders' Equity - USD ($) $ in Thousands | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Income/(Loss) | Total |
As at December 31, 2021 at Dec. 31, 2020 | $ 1,772 | $ 6,755 | $ (18,387) | $ 487 | $ (9,373) |
Beginning balance, shares at Dec. 31, 2020 | 1,298,162 | ||||
Indebtedness to related parties | 503 | 503 | |||
Comprehensive income / (loss) | (4,827) | 134 | (4,693) | ||
Recapitalization by WISeKey International Holding Ltd | 0 | ||||
Indebtedness to related parties | (503) | (503) | |||
As at December 31, 2022 at Dec. 31, 2021 | $ 1,772 | 7,258 | (23,214) | 621 | (13,563) |
Ending balance, shares at Dec. 31, 2021 | 1,298,162 | ||||
Indebtedness to related parties | 8 | 8 | |||
Comprehensive income / (loss) | 5,770 | 155 | 5,925 | ||
Recapitalization by WISeKey International Holding Ltd | $ 183 | 7,165 | 0 | 0 | 7,348 |
Recapitalization by WISeKey International Holding Ltd, shares | 175,000 | ||||
LT loan debt discount | 511 | 511 | |||
Indebtedness to related parties | (8) | (8) | |||
As at December 31, 2022 at Dec. 31, 2022 | $ 1,955 | $ 14,926 | $ (17,444) | $ 775 | $ 212 |
Ending balance, shares at Dec. 31, 2022 | 1,473,162 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash Flows from operating activities: | |||
Net Income (loss) | $ 5,770 | $ (4,827) | $ (9,201) |
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | |||
Depreciation of property, plant & equipment | 404 | 1,532 | 2,243 |
Amortization of intangible assets | 4 | 5 | 604 |
Interest and amortization of debt discount | 355 | 167 | 8 |
Inventory obsolescence impairment | 554 | (457) | |
Income tax expense / (recovery) net of cash paid | (3,250) | 6 | 5 |
Release of provision | (52) | ||
Other non cash expenses /(income) | |||
Expenses accrued under noncurrent liabilities | 882 | ||
Unrealized and non cash foreign currency transactions | 616 | ||
Other | (120) | ||
Changes in operating assets and liabilities, net of effects of businesses acquired | |||
Decrease (increase) in accounts receivables | 387 | (400) | 1,539 |
Decrease (increase) in inventories | (5,354) | (236) | 313 |
Decrease (increase) in other current assets and prepaids, net | (778) | 172 | 198 |
Decrease (increase) in deferred research & development tax credits, net | 154 | 464 | 1,330 |
Decrease (increase) in other noncurrent assets, net | 5 | 4 | 63 |
Increase (decrease) in accounts payable | (521) | 522 | (457) |
Increase (decrease) in deferred revenue, current | (150) | 143 | |
Increase (decrease) in income taxes payable | 44 | 3 | (10) |
Increase (decrease) in other current liabilities | (31) | (413) | 169 |
Increase (decrease) in defined benefit pension liability | (179) | (440) | 43 |
Net cash provided by (used in) operating activities | (1,554) | (3,591) | (3,023) |
Cash Flows from investing activities: | |||
Sale / (acquisition) of property, plant and equipment | (299) | (36) | (52) |
Acquisition of a business, net of cash and cash equivalents acquired | 215 | ||
Net cash provided by (used in) investing activities | (299) | (36) | 163 |
Cash Flows from financing activities: | |||
Proceeds from debt | 3,750 | 3,691 | 4,013 |
Repayments of debt | (1,208) | ||
Net cash provided by (used in) financing activities | 3,750 | 3,691 | 2,805 |
Effect of exchange rate changes on cash and cash equivalents | 96 | 170 | 40 |
Cash and cash equivalents | |||
Net increase (decrease) during the period | 1,993 | 234 | (15) |
Balance, beginning of period | 2,064 | 1,830 | 1,845 |
Balance, end of period | 4,057 | 2,064 | 1,830 |
Supplemental cash flow information | |||
Cash paid for incomes taxes | 4 | 16 | |
Recapitalization by WISeKey International Holding Ltd | 7,348 | 0 | |
ROU assets obtained from operating lease | $ 56 | $ 33 | $ 90 |
The Semiconductors Group
The Semiconductors Group | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
The Semiconductors Group | Note 1. The Semiconductors Group WISeKey Semiconductors SAS, together with its consolidated subsidiaries (the “Group” or the “Semiconductors Group”), has its headquarters in France. WISeKey Semiconductors SAS, the parent of the Semiconductors Group, was incorporated in July 2010 and is a private joint stock company (French Simplified Joint Stock Company). In 2020, the Group acquired WISeCoin France R&D Lab SAS, a private French company which was spun off from the Group in 2019. The primary activity of WISeCoin France R&D Lab SAS is to carry out research and development on hardware and software components of semiconductors and integrated circuits with a focus on authentication and security solutions. On January 1, 2021, WISeCoin France R&D Lab SAS’ assets and liabilities were transferred to WISeKey Semiconductors SAS and WISeCoin France R&D Lab SAS was dissolved. The Group designs, develops and markets secure semiconductors worldwide as a fabless manufacturer. It provides added security and authentication layers on its semiconductors which can be tailored to customers’ needs. As an advanced chip designer, the Group holds the intellectual property (“IP”) for the semiconductors it sells. The Group anticipates being able to generate profits in the near future thanks to the increased focus on the security and authentication of IT components and networks. |
Future operations and going con
Future operations and going concern | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Future operations and going concern | Note 2. Future operations and going concern The Group recorded an income from operations in this reporting period and the accompanying consolidated financial statements have been prepared assuming that the Group will continue as a going concern. The Group recorded a net operating income of USD 2.6 5.0 6.2 0.5 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, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of presentation | Note 3. 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”) as set forth in the Financial Accounting Standards Board’s (FASB) Accounting Standards Codification (ASC). All amounts are in United States dollars (“USD”) unless otherwise stated. |
Summary of significant accounti
Summary of significant accounting policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of significant accounting policies | Note 4. 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 Semiconductors SAS and its wholly-owned subsidiaries over which the Group has control. 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 The functional currency of WISeKey Semiconductors SAS is USD. 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 receivables 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 Minimum Maximum 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 10 Intangible Assets 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 10 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. The Group has 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. Revenue Recognition The Group’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, the Group 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 the Group. 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 the Group 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 and Depreciation of Production Assets Our cost of sales consists primarily of expenses associated with the delivery and distribution of 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. This amortization is disclosed separately under depreciation of production assets on the face of the income statement. 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 In 2022, the Group maintained one defined benefit post retirement plans covering the employees of WISeKey Semiconductors SAS. In accordance with ASC 715-30, Defined Benefit Plans – Pension, 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 the Group 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. The Group is required to pay income taxes in a number of countries. The Group 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. The Group 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. 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 Semiconductors SAS’ 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 related to one operating segment, secure microcontrollers, for purposes of allocating resources and assessing budgets and performance. We report our financial performance based on this segment structure described in Note 32. Recent Accounting Pronouncements Adoption of new FASB Accounting Standard in the current year – Prior-Year Financial Statements not restated: As of January 1, 2022, the Group adopted Accounting Standards Update (ASU) 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. 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. There was no material impact on the Group's results upon adoption of the standard. As of January 1, 2022, the Group also adopted ASU 2021-04, Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options — a consensus of the FASB Emerging Issues Task Force. The ASU provides a principles-based framework to determine whether an issuer should recognize the modification or exchange as an adjustment to equity or an expense. The ASU is to clarify and reduce diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (for example, warrants) that remain equity classified after modification or exchange. The amendments in the ASU affect all entities that issue freestanding written call options that are classified in equity. There was no material impact on the Group's results upon adoption of the standard. As of January 1, 2022, the Group also adopted ASU 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance. The ASU provides an update to increase the transparency of government assistance including the disclosure of the types of assistance, an entity’s accounting for the assistance, and the effect of the assistance on an entity’s financial statements. ASC 832 requires the following disclosures in the notes: information about the nature of the transactions, the accounting policies used to account for the transactions, and balance sheet and income statement affected by the transactions. The duration, commitments, provisions, and other contingencies are required to be disclosed. There was no material impact on the Group's results upon adoption of the standard. New FASB Accounting Standard to be adopted in the future: In October 2021, The FASB issued ASU No. 2021-08, Business Combinations (topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. Summary: The ASU amends ASC 805 to “require acquiring entities to apply Topic 606 to recognize and measure contract assets and contract liabilities in a business combination.” Under current GAAP, an acquirer generally recognizes such items at fair value on the acquisition date. ASU 2021-08 requires contract assets and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606 (meaning the acquirer should assume it has entered the original contract at the same date and using the same terms as the acquiree). This new ASU applies to contract assets and contract liabilities acquired in a business combination and to other contracts that directly/indirectly apply the requirements of ASC 606. Effective Date: ASU 2021-08 is effective for public business entities for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. An entity should apply the amendments prospectively to business combinations occurring on or after the effective dates. Early adoption is permitted. The Group expects to adopt all 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, 2022 | |
Risks and Uncertainties [Abstract] | |
Concentration of credit risks | Note 5. 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 2022, 2021 or 2020, and the clients whose trade accounts receivable balances were 10% or higher than the respective total consolidated trade accounts receivable balance for fiscal years 2022 and 2021. In addition, we note that some of our clients are contract manufacturers for the same companies; should these companies reduce their operations or change contract manufacturers, this would cause a decrease in our customer orders which would adversely affect our operating results. Revenue Receivables Revenue concentration Receivables concentration 12 months ended December 31, As at December 31, 2022 2021 2020 2022 2021 IoT operating segment Multinational electronics contract manufacturing company 16 % 13 % 19 % 34 % 17 % International equipment and software manufacturer 6 % 10 % 9 % 12 % 0 % Semiconductor equipment and electronic devices manufacturing company 4 % 5 % 0 % 0 % 12 % International telecommunication company 5 % 5 % 6 % 7 % 11 % International digital security company 10 % 0 % 0 % 6 % 0 % |
Fair value measurements
Fair value measurements | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair value measurements | Note 6. 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. Level 3 Accounts Receivable Accounts Payable Indebtedness to Related Parties, Current As at December 31, 2022 As at December 31, 2021 Fair value level USD'000 Carrying amount Fair value Carrying amount Fair value Note ref. Nonrecurring fair value measurements Accounts receivable 2,219 2,219 2,606 2,606 3 8 Accounts payable 6,735 6,735 7,256 7,256 3 17 Indebtedness to related parties, current 3,374 3,374 — — 3 18 Bonds, mortgages and other long-term debt 1,489 1,489 — — 3 33 Indebtedness to related parties, noncurrent 7,946 7,946 15,617 15,617 3 18 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. - Accounts payable – carrying amount approximated fair value due to their short-term nature. - Indebtedness to related parties, noncurrent - carrying amount approximated fair value. |
Cash and cash equivalents
Cash and cash equivalents | 12 Months Ended |
Dec. 31, 2022 | |
Cash and Cash Equivalents [Abstract] | |
Cash and cash equivalents | Note 7. Cash and cash equivalents Cash consists of deposits held at major banks. |
Accounts receivable
Accounts receivable | 12 Months Ended |
Dec. 31, 2022 | |
Credit Loss [Abstract] | |
Accounts receivable | Note 8. Accounts receivable The breakdown of the accounts receivable balance is detailed below: Accounts Receivable - Schedule of Accounts Receivable As at December 31, As at December 31, USD'000 2022 2021 Trade accounts receivable 2,269 2,656 Allowance for doubtful accounts (50 ) (50 ) Total accounts receivable net of allowance for doubtful accounts 2,219 2,606 |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Inventories | Note 9. Inventories Inventories consisted of the following: Inventories - Schedule of Inventories, Current As at December 31, As at December 31, USD'000 2022 2021 Raw materials 4,523 950 Work in progress 2,987 1,760 Total inventories 7,510 2,710 In the years ended December 31, 2022, 2021 and 2020, the Group recorded inventory obsolescence charges in the income statement of respectively USD 204,211 57,302 156,188 349,623 404,509 301,215 Raw Materials Work in Progress The Semiconductors Group The inventory obsolescence provisions as at December 31, 2022, and 2021 are, respectively, USD 44,290 79,846 270,552 507,090 |
Other current assets
Other current assets | 12 Months Ended |
Dec. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other current assets | Note 10. Other current assets Other current assets consisted of the following: Other Current Assets - Schedule of Other Current Assets As at December 31, As at December 31, USD'000 2022 2021 Value-Added Tax Receivable 224 188 Advanced payment to suppliers 1,025 220 Deposits, current 3 5 Other current assets — 1 Total other current assets 1,252 414 |
Deferred tax credits
Deferred tax credits | 12 Months Ended |
Dec. 31, 2022 | |
Deferred Tax Credits | |
Deferred tax credits | Note 11. Deferred tax credits WISeKey Semiconductors SAS is eligible for research tax credits provided by the French government (see Note 4 Summary of significant accounting policies). As at December 31, 2022 and 2021, the receivable balances in respect of these research tax credits owed to the Group were respectively USD 692,314 846,808 |
Property, plant and equipment
Property, plant and equipment | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property, plant and equipment | Note 12. Property, plant and equipment Property, plant and equipment, net consisted of the following. Property, Plant and Equipment - Schedule of Property, Plant and Equipment As at December 31, As at December 31, USD'000 2022 2021 Machinery & equipment Machinery & Equipment 10,410 10,180 Office equipment and furniture Office Equipment and Furniture 2,320 2,320 Computer equipment and licences Computer Equipment and Licenses 558 488 Total property, plant and equipment gross 13,288 12,988 Accumulated depreciation for: Machinery & equipment (9,985 ) (9,928 ) Office equipment and furniture (2,028 ) (1,706 ) Computer equipment and licences (493 ) (468 ) Total accumulated depreciation (12,506 ) (12,102 ) Total property, plant and equipment, net 782 886 Depreciation charge for the year 404 1,532 In 2022 and 2021, WISeKey Semiconductors SAS did not identify any events or changes in circumstances indicating that the carrying amount of any asset may not be recoverable. As a result, the Group did not record any impairment charge on Property, plant and equipment in the years 2022 and 2021. Software Production Tools The useful economic life of property plant and equipment is as follow: · Office equipment and furniture: 2 5 · Production masks 5 · Production tools 3 · Licenses 3 · Software 1 |
Intangible assets
Intangible assets | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible assets | Note 13. Intangible assets Intangible assets and future amortization expenses consisted of the following: Intangible Assets - Schedule of Finite-Lived Intangible Assets As at December 31, As at December 31, USD'000 2022 2021 Intangible assets subject to amortization: Patents 2,281 2,281 License agreements 1,699 1,699 Other intangibles 923 923 Total intangible assets gross 4,903 4,903 Accumulated amortization for: Patents Patents (2,281 ) (2,281 ) License agreements License Agreements (1,698 ) (1,694 ) Other intangibles Other Intangibles (923 ) (923 ) Total accumulated amortization (4,902 ) (4,898 ) Total intangible assets subject to amortization, net Total Intangible Assets Subject to Amortization, Net 1 5 Total intangible assets, net 1 5 Amortization charge for the year to December 31, 4 5 The useful economic life of intangible assets is as follow: · Patents: 5 10 · License agreements: 1 3 · Other intangibles: 5 Future amortization charges are detailed below: Intangible Assets - Schedule of Intangible Asset Future Amortization Expense Future estimated aggregate amortization expense Year USD'000 2023 1 Total intangible assets subject to amortization, net 1 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Leases | Note 14. Leases The Group has historically entered into a number of lease arrangements under which it is the lessee. As at December 31, 2022, the Semiconductors Group holds five operating leases. The 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. In the years 2022, 2021 and 2020 we recognized rent expenses associated with our leases as follows: Leases - Schedule of Lease Costs 12 months ended December 31, 12 months ended December 31, 12 months ended December 31, USD'000 2022 2021 2020 Operating lease cost: Fixed rent expense 332 378 339 Short-term lease cost - 3 15 Net lease cost 332 381 354 Lease cost - Cost of sales Cost of Sales - - - Lease cost - General & administrative expenses General & Administrative Expenses 332 381 354 Net lease cost 332 381 354 In the years 2022 and 2021, we had the following cash and non-cash activities associated with our leases: Leases - Schedule of Cash and Non-Cash Activities Associated with Leases As at December 31, As at December 31, USD'000 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases 328 380 Non-cash investing and financing activities : Net lease cost 332 381 Additions to ROU assets obtained from: New operating lease liabilities 56 33 The following table provides the details of right-of-use assets and lease liabilities as of December 31, 2022: Leases - Schedule of Right-Of-Use Assets and Lease Liabilities As at December 31, 2022 USD'000 Right-of-use assets: Operating leases 1,379 Total right-of-use assets 1,379 Lease liabilities: Operating leases 1,312 Total lease liabilities 1,312 As at December 31, 2022, future minimum annual lease payments were as follows: Leases - Schedule of Future Minimum Lease Payments Other Liabilities USD'000 USD'000 USD'000 USD'000 Year Operating Short-term Finance Total 2023 313 — — 313 2024 293 — — 293 2025 285 — — 285 2026 285 — — 285 2027 and beyond 442 — — 442 Total future minimum operating and short-term lease payments 1,618 — — 1,618 Less effects of discounting (306 ) — — (306 ) Lease liabilities recognized 1,312 — — 1,312 In line with ASU 2018-11, future minimum lease payments under legacy ASC 840 are disclosed in the table below: Leases - Schedule of Minimum Lease Payments under Legacy ASC 840 Year USD'000 2023 313 2024 293 2025 285 2026 285 2027 and beyond 442 Total future minimum operating and short-term lease payments 1,618 Less effects of discounting (306) Lease liabilities recognized 1,312 As of December 31, 2022, the weighted-average remaining lease term was 5.92 For our operating leases, 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, 2022 was 3.02 |
Other noncurrent assets
Other noncurrent assets | 12 Months Ended |
Dec. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other noncurrent assets | Note 15. 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, 2022 | |
Payables and Accruals [Abstract] | |
Accounts payable | Note 16. Accounts payable The accounts payable balance consisted of the following: Accounts Payable - Schedule of Accounts Payable As at December 31, As at December 31, USD'000 2022 2021 Trade creditors 5,001 5,680 Factors or other financial institutions for borrowings - 27 Accounts payable to underwriters, promoters, and employees 1,071 792 Other accounts payable 663 757 Total accounts payable 6,735 7,256 Accounts payable to underwriters, promoters and employees consist primarily of payable balances to employees in relation to holidays, bonus and 13th month accruals across the Group. Other accounts payable are mostly accruals of social charges in relation to the accrued liability to employees. |
Other current liabilities
Other current liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Other current liabilities | Note 17. Other current liabilities Other current liabilities consisted of the following: Other Current Liabilities - Schedule of Other Current Liabilities As at December 31, As at December 31, USD'000 2022 2021 Other tax payable 28 22 Customer contract liability, current 84 111 Other current liabilities 36 47 Total other current liabilities 148 180 |
Indebtedness to related parties
Indebtedness to related parties | 12 Months Ended |
Dec. 31, 2022 | |
Indebtedness To Related Parties | |
Indebtedness to related parties | Note 18. Indebtedness to related parties WISeKey International Holding AG On October 1, 2016, the Group entered into a Revolving Credit Agreement (the “Revolving Credit”) with its parent WISeKey International Holding AG (“WISeKey”) to borrow funds within a credit period starting on October 1, 2016 and ending on December 31, 2017 when all outstanding funds would become immediately due and payable. Outstanding loan amounts bear an interest rate of 3% per annum. Repayments before the end of the credit period are permitted. On November 1, 2017, the Group and WISeKey entered into the First Amendment to the Revolving Credit Agreement extending the credit period by 2 years to December 31, 2019. On March 16, 2021, the Group and WISeKey entered into the Second Amendment to the Revolving Credit Agreement extending the credit period by another 2 years to December 31, 2022. On November 1, 2022, the Group and WISeKey entered into the Third Amendment to the Revolving Credit Agreement pursuant to which the interest rate was amended to 2.5% per annum. On November 12, 2020, WISeKey provided a Funding Commitment to extend shareholder loans (each the “Shareholder Loan”) to the Group for a maximum aggregate amount of USD 4 to be drawn down over six months from the date of the commitment, in instalments of between USD 1 million and USD 1.5 million 3 All entities in the Semiconductors Group are subject to management fees from WISeKey and WISeKey’s affiliates. There is no set payment date for these fees, as a result they have been classified as noncurrent. On April 1, 2021, the Group entered into a Debt Remission Agreement (the “Debt Remission”) with WISeKey pursuant to which an outstanding amount of EUR 5 5,871,714 On June 28, 2021, the Group entered into a Debt Transfer Agreement with its parent WISeKey International Holding AG (“WISeKey”) and an affiliate of WISeKey, WISeKey SA, pursuant to which WISeKey extended a loan of USD 1,463,664 3 December 31, 2022 On December 31, 2021, the Group entered into a Debt Transfer Agreement with WISeKey pursuant to which WISeKey extended a loan of USD 1,910,754 3 December 31, 2023 On June 30, 2022, the Group entered into a Debt Transfer Agreement with WISeKey pursuant to which WISeKey extended a loan of USD 444,542 3 December 31, 2024 On August 31, 2022, the Group entered into a Debt Transfer Agreement with WISeKey and WISeKey SA pursuant to which WISeKey extended a loan of USD 381,879 3 December 31, 2024 On December 15, 2022, and in view of the negative equity position of the Group, WISeKey as sole shareholder of the Semiconductors Group resolved to recapitalize the Group by forfeiting EUR 7 7,348,397 175,000 Because of the requirement under French law, we analyzed the amendment of the maturity of the loans and Revolving Credit as being part of the substance of the recapitalization transaction. We assessed the recapitalization as a capital transaction between related parties in line with ASC 470-50 and, therefore, recorded a credit entry of USD 183,710 175,000 7,164,687 7,348,397 On December 31, 2022, the Group entered into a Debt Transfer Agreement with WISeKey pursuant to which WISeKey extended a loan of USD 283,754 3 December 31, 2024 As at December 31, 2022, the Semiconductors Group owed WISeKey and WISeKey’s affiliates a total of USD 11,354,925 35,340 11,319,585 355,327 |
Employee benefit plans
Employee benefit plans | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
Employee benefit plans | Note 19. Employee benefit plans Defined benefit post-retirement plan In 2022, the Group maintained one defined benefit post retirement plan for the employees of WISeKey Semiconductors SAS. The plans are and were 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 their obligations to employees in terms of retirement benefits, is limited to a lump sum payment based on remuneration and length of service, determined for each employee. The plan is not funded. The pension liability calculated as at December 31, 2022 is based on annual personnel costs and assumptions as of December 31, 2022. Personnel Costs As at December 31, As at December 31, As at December 31, USD'000 2022 2021 2020 Wages and Salaries 4,286 4,345 4,955 Social security contributions 1,940 2,049 2,250 Net service costs 42 68 75 Total 6,268 6,462 7,280 As at December 31, Assumptions 2022 2021 2020 France France France Discount rate 3.65 0.75 0.30 Expected rate of return on plan assets n/a n/a n/a Salary increases 3 3 3 As at December 31, 2022 the Group’s accumulated benefit obligation amounted to USD 395,786 Reconciliation to Balance Sheet start of year USD'000 Fiscal year 2022 2021 2020 Projected benefit obligation 575 1,015 981 Surplus/deficit 575 1,015 981 Opening balance sheet asset/provision (funded status) 575 1,015 981 Reconciliation of benefit obligation during the year Projected benefit obligation at start of year 575 1,015 981 Net Service cost 43 71 72 Interest expense 4 3 7 Net benefits paid to participants (24 ) (116 ) (30 ) Actuarial losses/(gains) (170 ) (141 ) (106 ) Curtailment & Settlement 0 (187 ) — Currency translation adjustment (32 ) (70 ) 91 Projected benefit obligation at end of year 396 575 1,015 Reconcilation to balance sheet end of year Defined benefit obligation - funded plans 396 575 1,015 Surplus/deficit 396 575 1,015 Closing balance sheet asset/provision (funded status) 396 575 1,015 Amounts recognized in accumulated OCI Net loss (gain) (364 ) (205 ) (68 ) Deficit (364 ) (205 ) (68 ) Estimated amount to be amortized from accumulated OCI into NPBC over next fiscal year Net loss (gain) 52 51 — Movement in Funded Status USD'000 Fiscal year 2022 2021 2020 Opening balance sheet liability (funded status) 575 1,015 981 Net Service cost 43 71 72 Interest cost/(credit) 4 3 7 Settlement / curtailment cost / (credit) — (187 ) — Currency translation adjustment 0 (1 ) (1 ) Total Net Periodic Benefit Cost/(credit) 47 (8 ) 78 Actuarial (gain)/loss on liabilities due to experience (170 ) (142 ) (105 ) Total gain/loss recognized via OCI (170 ) (142 ) (105 ) Employer contributions paid in the year + Cashflow required to pay benefit payments (24 ) (116 ) (30 ) Total cashflow (24 ) (116 ) (30 ) Currency translation adjustment (32 ) (61 ) 91 Closing balance sheet liability (funded status) 396 575 1,015 Reconciliation of Net Gain / Loss Amount at beginning of year (205 ) (68 ) 34 Liability (gain) / loss (170 ) (142 ) (105 ) Currency translation adjustment 11 5 3 Amount at year-end (364 ) (205 ) (68 ) The table below shows the breakdown of expected future contributions payable to the plan: Employee Benefit Plans - Schedule of Future Contributions Payable Period France 2023 26 2024 8 2025 29 2026 50 2027 49 2028 to 2032 331 The Group expects to make contributions of approximately $ 26,000 |
Employee Benefit Plans - Schedu
Employee Benefit Plans - Schedule of Assumptions - France | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Discount rate | 3.65% | 0.75% | 0.30% |
Salary increases | 3% | 3% | 3% |
Commitments and contingencies
Commitments and contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and contingencies | Note 20. Commitments and contingencies Lease commitments The future payments due under leases are shown in Note 14. 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, 2022 | |
Equity [Abstract] | |
Stockholders’ equity | Note 21. Stockholders’ equity Stockholders’ equity consisted of the following: Stockholders' Equity - Schedule of Stock by Class WISeKey Semiconductors SAS As at December 31, 2022 As at December 31, 2021 Share Capital Common stock Common stock Par value per share (in EUR) 1.00 1.00 Share capital (in USD) 1,955,441 1,771,732 Total number of authorized shares 1,473,162 1,298,162 Total number of fully paid-in issued shares 1,473,162 1,298,162 Total number of fully paid-in outstanding shares 1,473,162 1,298,162 |
Accumulated other comprehensive
Accumulated other comprehensive income, net of tax | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Accumulated other comprehensive income, net of tax | Note 22. Accumulated other comprehensive income, net of tax USD'000 Accumulated other comprehensive income as at December 31, 2020 487 Total net foreign currency translation adjustments (8) Total defined benefit pension adjustment 142 Total other comprehensive income/(loss), net 134 Accumulated other comprehensive income as at December 31, 2021 621 Total net foreign currency translation adjustments (1) (16) Total defined benefit pension adjustment 170 Total other comprehensive income/(loss), net 154 Accumulated other comprehensive income as at December 31, 2022 775 (1) Adjusted for rounding There is no income tax expense or benefit allocated to other comprehensive income. |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Note 23. Revenue Nature of goods and services The following is a description of the principal activities from which the Group generates its revenue. 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. Disaggregation of revenue The following table shows the Group’s revenues disaggregated by product or service type: Revenue - Schedule of Disaggregation of Revenue Disaggregation of revenue Typical payment At one point in time Total USD'000 2022 2021 2020 2022 2021 2020 Secure Microcontrollers Segment Secure chips Upon delivery 18,336 14,850 11,289 18,336 14,850 11,289 Total Secure Microcontrollers Segment 18,336 14,850 11,289 18,336 14,850 11,289 All Other Segment Secure chips Upon delivery 4,862 2,145 3,028 4,862 2,145 3,028 Total All Other Segment 4,862 2,145 3,028 4,862 2,145 3,028 Total Revenue 23,198 16,995 14,317 23,198 16,995 14,317 For the years ended December 31, 2022, 2021 and 2020 the Group recorded no revenues related to performance obligations satisfied in prior periods. At One Point in Time The following table shows the Group’s revenues disaggregated by geography, based on our customers’ billing addresses: Revenue - Schedule of Disaggregation of Revenue by Geographic Areas Rest of EMEA North America Asia Pacific Latin America France Net sales by region 12 months ended December 31, USD'000 2022 2021 2020 Secure Microcontrollers Segment France 147 37 64 Rest of EMEA 2,775 2,944 1,861 North America 13,408 10,234 7,922 Asia Pacific 1,939 1,588 1,421 Latin America 67 47 21 Total Secure Microcontrollers segment revenue 18,336 14,850 11,289 All Other Segment France 64 175 466 Rest of EMEA 3,791 1,099 2,116 North America 201 397 294 Asia Pacific 806 474 105 Latin America - - 47 Total All Other segment revenue 4,862 2,145 3,028 Total Net sales 23,198 16,995 14,317 *EMEA means Europe, Middle East and Africa Contract assets, deferred revenue and contract liability Our contract assets, deferred revenue and contract liability consist of: Revenue - Schedule of Contract Assets, Deferred Revenue and Contract Liability As at December 31, As at December 31, USD'000 2022 2021 Trade accounts receivables Trade accounts receivable - Secure Microcontrollers Segment 1,794 2,321 Trade accounts receivable - All Other Segment 475 335 Total trade accounts receivables 2,269 2,656 Contract liabilities - current 84 111 Total contract liabilities 84 111 Revenue recognized in the period from amounts included in the deferred revenue at the beginning of the year - 150 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, 2021, approximately USD 2,083,589 Estimated revenue from remaining performance obligations Total 2023 84 Total remaining performance obligation 84 |
Other operating income
Other operating income | 12 Months Ended |
Dec. 31, 2022 | |
Other Income and Expenses [Abstract] | |
Other operating income | Note 24. Other operating income 12 months ended December 31, USD'000 2022 2021 2020 Accounts payable write-off 1,899 - - Other operating income - other 108 91 - Total other operating income 2,007 91 - The accounts payable write-off relates to a liability recorded in 2013 by WISeKey Semiconductors SAS which the creditor in insolvency can no longer claim. |
Non-operating income
Non-operating income | 12 Months Ended |
Dec. 31, 2022 | |
Other Income and Expenses [Abstract] | |
Non-operating income | Note 25. Non-operating income Non-operating income consisted of the following: Non-Operating Income - Schedule of Non-Operating Income 12 months ended December 31, USD'000 2022 2021 2020 Foreign exchange gain 926 482 117 Financial income 9 - 8 Other - 1 21 Total non-operating income 935 483 146 |
Non-operating expenses
Non-operating expenses | 12 Months Ended |
Dec. 31, 2022 | |
Non-operating Expenses | |
Non-operating expenses | Note 26. Non-operating expenses Non-operating expenses consisted of the following: Non-Operating Expenses - Schedule of Non-Operating Expenses 12 months ended December 31, USD'000 2022 2021 2020 Foreign exchange losses 383 - 728 Financial charges 1 1 1 Interest expense 250 - - Other 4 95 20 Total non-operating expenses 638 96 749 |
Income taxes
Income taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income taxes | Note 27. Income taxes The components of income before income taxes are as follows: Income Taxes - Schedule of Components of Income before Income Taxes Income / (Loss) 12 months ended December 31, USD'000 2022 2021 2020 France France 2,879 (4,429) (8,806) Foreign Foreign (354) (392) (390) Income/(loss) before income tax 2,525 (4,821) (9,196) The components of income taxes relating to the Group are as follows: Income Taxes - Schedule of Income Tax Expense Income taxes 12 months ended December 31, USD'000 2022 2021 2020 France (3,250) - - Foreign 5 6 5 Income tax expense / (income) (3,245) 6 5 The difference between the income tax recovery (expense) at the local statutory rate compared to the Group’s income tax recovery (expense) as reported is reconciled below: Income Taxes - Schedule of Income Tax Expense at the Swiss Statutory Rate 12 months ended December 31, USD'000 2022 2021 2020 Net income/(loss) before income tax 2,525 (4,821) (9,196) Statutory tax rate 25% 26.5% 28% Expected income tax (expense)/recovery (631) 1,278 2,575 Change in valuation allowance 2,185 660 (1,940) Change in tax loss carryforwards (41) (382) (635) Add back of loss carryforwards used for the debt remission 1,342 - - Permanent difference 390 (1,562) (5) Income tax (expense) / recovery 3,245 (6) (5) 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. In the years up until and including 2021, the Group recorded a valuation allowance for the full amount of its deferred tax assets. However, in view of the Group’s income before income tax in the year ended December 31, 2022, and of the anticipated future taxable income per management’s forecast, the Group assessed that the recoverability of its deferred tax assets partially satisfied the “more likely than not” recognition criterion under ASC 740 as at December 31, 2022 and, therefore, partially reversed the valuation allowance previously recorded. The Group’s deferred tax assets and liabilities consist of the following: Income Taxes - Schedule of Deferred Tax Assets and Liabilities Deferred income tax assets/(liabilities) As at December 31, As at December 31, USD'000 2022 2021 France 3,296 - Foreign - - Deferred income tax assets/(liabilities) 3,296 - Deferred tax assets and liabilities As at December 31, As at December 31, USD'000 2022 2021 Defined benefit accrual (29) 161 Tax loss carryforwards 3,599 3,640 Add back loss carryforwards used for the debt remission 1,342 - Valuation allowance (1,616) (3,801) Deferred tax assets / (liabilities) 3,296 - As of December 31, 2022, the Group’s operating cumulated loss carry-forwards of all jurisdictions are as follows: Income Taxes - Schedule of Operating Loss Carryforward France Operating loss-carryforward USD'000 France Total Expiration date As of December 31, 2022 14,396 14,396 None In France, operating losses may be carried forward indefinitely, but may be offset against the taxable profits of a given fiscal year only up to an amount of €1 million, plus 50% of the taxable result in excess of that threshold. The following tax years remain subject to examination: Income Taxes - Summary of Income Tax Examinations Significant jurisdictions Open years France 2020 - 2022 Japan Japan 2022 Taiwan Taiwan 2022 As at December 31, 2020, the Group had a tax provision of USD 118,294 47,368 As at December 31, 2022, the Group had decrease its tax provision to USD 39,901 The Group has no unrecognized tax benefits. |
Earnings_(Loss) per share
Earnings/(Loss) per share | 12 Months Ended |
Dec. 31, 2022 | |
Earnings per share (USD) | |
Earnings/(Loss) per share | Note 28. Earnings/(Loss) per share The computation of basic and diluted net earnings/(loss) per share for the Group is as follows: Earnings/(Loss) Per Share - Schedule of Earnings Per Shares, Basic and Diluted 12 months ended December 31, Earnings / (loss) per share 2022 2021 2020 Net income (USD'000) 5,770 (4,827) (9,201) Effect of potentially dilutive instruments on net gain (USD'000) n/a n/a n/a Net income / (loss) after effect of potentially dilutive instruments (USD'000) 5,770 (4,827) (9,201) Shares used in net earnings / (loss) per share computation: Weighted average shares outstanding - basic 1,473,162 1,298,162 1,298,162 Effect of potentially dilutive equivalent shares n/a n/a n/a Weighted average shares outstanding - diluted 1,473,162 1,298,162 1,298,162 Net earnings / (loss) per share Basic weighted average loss per share (USD) 3.92 (3.72) (7.09) Diluted weighted average loss per share (USD) 3.92 (3.72) (7.09) For the years 2020, 2021 and 2022, the group had no dilutive instruments to be considered for the computation of diluted earnings per share. |
Legal proceedings
Legal proceedings | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Legal proceedings | Note 29. Legal proceedings We are currently not party to any legal proceedings and claims that are not provided for in our financial statements. |
Related parties disclosure
Related parties disclosure | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related parties disclosure | Note 30. Related parties disclosure Subsidiaries As at December 31, 2022, the consolidated financial statements of the Group include the entities listed in the following table: Related Parties Disclosure - Schedule of Subsidiary/Parent Ownership Interest Group Company Name Country of incorporation Year of incorporation Share Capital % ownership % ownership Nature of business 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 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) 2022 2021 2022 2021 2022 2021 2020 2022 2021 2020 1 WISeKey International Holding AG - - 7,122 10,899 796 526 1,072 - - - 2 Wisekey SA - - - 382 - 94 965 - 128 - 3 WISeKey USA Inc - - 154 883 558 883 - - - - 4 WISeKey Semiconductors GmbH - - 773 615 105 401 161 - - - 5 WISeCoin AG - - 3,306 3,238 86 90 90 - - - Total - - 11,355 16,017 1,555 1,994 2,288 - 128 - 1. The Semiconductors group is wholly owned by WISeKey International Holding AG, which provides financing and management services, including, but not limited to, sales and marketing, accounting, finance, legal, taxation, business and strategy consulting, public relations, marketing, risk management, information technology and general management. The expenses in relation to WISeKey International Holding AG in 2022, 2021 and 2020 relate to interest on the outstanding loans and the recharge of management services. 2. WISeKey SA is a subsidiary of the group headed by WISeKey International Holding AG (the “WISeKey Group”) and provides management services to the Semiconductors Group, including, but not limited to, sales and marketing, accounting, business and strategy consulting, public relations, marketing, risk management and information technology. The expenses in relation to WISeKey SA in 2022, 2021 and 2020 relate to interest on the outstanding loans and the recharge of management services. 3. WISeKey USA Inc is part of the WISeKey Group and employs sales employees who work for the Semiconductors Group. The expenses in relation to WISeKey USA Inc. in 2022 and 2021 relate to the recharge of employee costs. 4. WISeKey Semiconductors GmbH is part of the WISeKey Group and employs sales employees who work for the Semiconductors Group. The expenses in relation to WISeKey Semiconductors GmbH in 2022, 2021 and 2020 relate to the recharge of employee costs. 5. WISeCoin AG was the parent of WISeCoin France R&D Lab SAS until it was acquired by the Semiconductors Group. WISeCoin AG is part of the WISeKey Group. The expenses recorded in 2020 relate to interest on the outstanding loans and the recharge of management services. The expenses recorded in 2022 and 2021 relate to interest on the outstanding loans. |
Subsequent events
Subsequent events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent events | Note 31. Subsequent events Reverse Acquisition On January 1, 2023, the Semiconductors Group was sold by WISeKey International Holding Ltd to its wholly owned subsidiary SEALSQ Corp. in exchange for a consideration of 1,499,700 0.05 7,501,400 The acquisition by SEALSQ Corp. of the Semiconductors Group is a transaction under common control in line with ASC 805-50 because both entities were wholly owned by WISeKey. The combination will be accounted for as a reverse acquisition from January 1, 2023, in line with ASC 805-40 “Reverse Acquisitions” because SEALSQ Corp., then a so-called empty shell private company with no operating activities that was not considered a business under US GAAP standards, acquired the Semiconductors Group, a private operating company and its affiliates. This transaction being a capital transaction in substance, it qualifies as a reverse acquisition that is considered a recapitalization under common control whereby SEALSQ is the legal acquirer and accounting acquiree, whereas the Semiconductors Group is the legal acquiree and accounting acquirer. Indebtedness to related parties On January 1, 2023, the Group entered into a Loan Agreement (the “New Loan Agreement”) with WISeKey pursuant to which all loans outstanding are replaced with the New Loan Agreement, meaning that all outstanding loan amounts are governed by the terms and conditions of the New Loan Agreement. Under the New Loan Agreement, the Group may borrow funds up to an aggregate amount of USD 5 instalments of no more than USD 1 million each 2.5 December 31, 2024 Line of Credit Subsequent Event |
Segment reporting
Segment reporting | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Segment reporting | Note 32. Segment reporting The Group has one operating segment that meets the criteria set in ASC 280-10-50: Secure Microcontrollers. The Group’s chief operating decision maker, who is its Chief Executive Officer, reviews financial performance of this operating segment for purposes of allocating resources and assessing budgets and performance. The remaining non-reportable operating segments and other business activities that are not identified as operating segments are combined and disclosed in an “all other” standalone category. The Secure Microcontrollers segment encompasses the design, manufacturing, sales and distribution of high-end, Common Criteria EAL5+ & FIPS 140-3-certified secure microprocessors. 12 months ended December 31, 2022 2021 2020 USD'000 Secure Microcontrollers All Other Total Secure Microcontrollers All Other Total Secure Microcontrollers All Other Total Revenues from external customers 18,336 4,862 23,198 14,850 2,145 16,995 11,289 3,028 14,317 Intersegment revenues — 368 368 — 415 415 — 4,930 4,930 Interest revenue 7 2 9 — — — — — — Interest expense 200 53 254 150 22 171 72 19 91 Depreciation and amortization 319 85 404 1,339 193 1,532 1,769 474 2,243 Segment income /(loss) before income taxes 526 2,017 2,543 (2,235 ) (2,566 ) (4,801 ) (5,195 ) (3,766 ) (8,961 ) Profit / (loss) from intersegment sales — 18 18 — 20 20 — 235 235 Income tax recovery /(expense) 2,565 680 3,245 — (6 ) (6 ) — (5 ) (5 ) Segment assets 18,340 5,010 21,734 10,296 1,726 12,022 10,531 3,225 13,756 12 months ended December 31, 2022 2021 2020 USD'000 USD'000 USD'000 Revenue reconciliation Total revenue for reportable segment 23,566 17,410 19,247 Elimination of intersegment revenue (368) (415) (4,930) Total consolidated revenue 23,198 16,995 14,317 Loss reconciliation Total profit / (loss) from reportable segments 2,543 (4,801) (8,961) Elimination of intersegment profits (18) (20) (235) Income /(Loss) before income taxes 2,525 (4,821) (9,196) As at December 31, 2022 2021 USD'000 USD'000 Asset reconciliation Total assets from reportable segments Reportable Segments 21,734 12,022 Elimination of intersegment receivables Intersegment (75) (178) Consolidated total assets 21,659 11,844 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. Segment Reporting - Schedule of Revenue and Property, Plant and Equipment by Geography Net sales by region 12 months ended December 31, USD'000 2022 2021 2020 France 211 457 1,614 Rest of EMEA* 6,566 3,798 2,892 North America 13,609 10,631 8,217 Asia Pacific 2,745 2,062 1,526 Latin America 67 47 68 Total net sales 23,198 16,995 14,317 * 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 2022 2021 France 782 886 Total Property, plant and equipment, net of depreciation 782 886 |
Bonds, mortgages and other long
Bonds, mortgages and other long-term debt | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Bonds, mortgages and other long-term debt | Note 33. Bonds, mortgages and other long-term debt Production Capacity Investment Loan Agreement In November 2022, WISeKey Semiconductors SAS entered into a loan agreement with a third party client to borrow funds for the purpose of increasing their production capacity. Under the terms of the Agreement, the client has lent to WISeKey Semiconductors SAS a total of USD 2,000,000 An unamortized debt discount totaling USD 511,128 Therefore, as at December 31, 2022, the loan balance was USD 2,000,000 511,128 1,488,872 |
Business Update Related to COVI
Business Update Related to COVID-19 | 12 Months Ended |
Dec. 31, 2022 | |
Business Update Related To Covid-19 | |
Business Update Related to COVID-19 | Note 34. Business Update 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 Group 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 Group 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. The Group 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 office in France. We continue to prioritize the safety and well-being of our colleagues during this time. The Group’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. In 2022, the impact upon the Group has been limited and we remain confident that we are able to fulfil all current client orders. The Group 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 Group continues to review its costs and suspended its share buy-back programs in order to reduce the cash burn. The Group has applied for, and received, support under the schemes announced by the Swiss government. Currently the Group remains able to meet its commitments and does not foresee any significant challenges in the near future. The Group 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 Group is not able to predict. |
Impacts of the war in Ukraine
Impacts of the war in Ukraine | 12 Months Ended |
Dec. 31, 2022 | |
Impacts Of War In Ukraine | |
Impacts of the war in Ukraine | Note 35. Impacts of the war in Ukraine Following the outbreak of the war in Ukraine in late February 2022, several countries imposed sanctions on Russia, Belarus and certain regions in Ukraine. There has been an abrupt change in the geopolitical situation, with significant uncertainty about the duration of the conflict, changing scope of sanctions and retaliation actions including new laws. The Semiconductors Group does not have any operation or customer in Russia, Belarus or Ukraine, and, as such, does not foresee any direct impact of the war on its operations. However, the war has also contributed to an increase in volatility in currency markets, energy prices, raw material and other input costs, which may impact the Group’s supply chain in the future. As at December 31, 2022, the Semiconductors Group has assessed the consequences of the war for its financial disclosures and considered the impacts on key judgements and significant estimates, and has concluded that no changes were required. The Semiconductors Group will continue to monitor these areas of increased risk for material changes. |
Summary of significant accoun_2
Summary of significant accounting policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Fiscal Year | Fiscal Year The Group’s fiscal year ends on December 31. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of WISeKey Semiconductors SAS and its wholly-owned subsidiaries over which the Group has control. Intercompany income and expenses, including unrealized gross profits from internal group transactions and intercompany receivables, payables and loans have been eliminated. |
Use of Estimates | 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 | Foreign Currency The functional currency of WISeKey Semiconductors SAS is USD. 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 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 | 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 | 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 receivables 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 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 Property, Plant and Equipment Minimum Maximum 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 10 |
Intangible Assets | Intangible Assets 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 10 |
Leases | 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. The Group has 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. Revenue Recognition The Group’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, the Group 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 the Group. 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 Contract assets consists of accrued revenue where the Group 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 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 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 Commissions Sales commission expenses where revenue is recognized are recorded in the period of revenue recognition. |
Cost of Sales and Depreciation of Production Assets | Cost of Sales and Depreciation of Production Assets Our cost of sales consists primarily of expenses associated with the delivery and distribution of 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. This amortization is disclosed separately under depreciation of production assets on the face of the income statement. |
Research and Development and Software Development Costs | Research and Development and Software Development Costs All research and development costs and software development costs are expensed as incurred. |
Advertising Costs | Advertising Costs All advertising costs are expensed as incurred. |
Pension Plan | Pension Plan In 2022, the Group maintained one defined benefit post retirement plans covering the employees of WISeKey Semiconductors SAS. In accordance with ASC 715-30, Defined Benefit Plans – Pension, |
Income Taxes | 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 the Group 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. The Group is required to pay income taxes in a number of countries. The Group 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. The Group 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 Research tax credits are provided by the French government to give incentives for companies to perform technical and scientific research. 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 | Earnings per Share Basic earnings per share are calculated using WISeKey Semiconductors SAS’ 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 | Segment Reporting Our chief operating decision maker, who is also our Chief Executive Officer, regularly reviews information related to one operating segment, secure microcontrollers, for purposes of allocating resources and assessing budgets and performance. We report our financial performance based on this segment structure described in Note 32. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Adoption of new FASB Accounting Standard in the current year – Prior-Year Financial Statements not restated: As of January 1, 2022, the Group adopted Accounting Standards Update (ASU) 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. 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. There was no material impact on the Group's results upon adoption of the standard. As of January 1, 2022, the Group also adopted ASU 2021-04, Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options — a consensus of the FASB Emerging Issues Task Force. The ASU provides a principles-based framework to determine whether an issuer should recognize the modification or exchange as an adjustment to equity or an expense. The ASU is to clarify and reduce diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (for example, warrants) that remain equity classified after modification or exchange. The amendments in the ASU affect all entities that issue freestanding written call options that are classified in equity. There was no material impact on the Group's results upon adoption of the standard. As of January 1, 2022, the Group also adopted ASU 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance. The ASU provides an update to increase the transparency of government assistance including the disclosure of the types of assistance, an entity’s accounting for the assistance, and the effect of the assistance on an entity’s financial statements. ASC 832 requires the following disclosures in the notes: information about the nature of the transactions, the accounting policies used to account for the transactions, and balance sheet and income statement affected by the transactions. The duration, commitments, provisions, and other contingencies are required to be disclosed. There was no material impact on the Group's results upon adoption of the standard. New FASB Accounting Standard to be adopted in the future: In October 2021, The FASB issued ASU No. 2021-08, Business Combinations (topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. Summary: The ASU amends ASC 805 to “require acquiring entities to apply Topic 606 to recognize and measure contract assets and contract liabilities in a business combination.” Under current GAAP, an acquirer generally recognizes such items at fair value on the acquisition date. ASU 2021-08 requires contract assets and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606 (meaning the acquirer should assume it has entered the original contract at the same date and using the same terms as the acquiree). This new ASU applies to contract assets and contract liabilities acquired in a business combination and to other contracts that directly/indirectly apply the requirements of ASC 606. Effective Date: ASU 2021-08 is effective for public business entities for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. An entity should apply the amendments prospectively to business combinations occurring on or after the effective dates. Early adoption is permitted. The Group expects to adopt all 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, 2022 | |
Risks and Uncertainties [Abstract] | |
Concentration of Credit Risks - Schedule of Concentration of Risk by Risk Factor | Revenue concentration Receivables concentration 12 months ended December 31, As at December 31, 2022 2021 2020 2022 2021 IoT operating segment Multinational electronics contract manufacturing company 16 % 13 % 19 % 34 % 17 % International equipment and software manufacturer 6 % 10 % 9 % 12 % 0 % Semiconductor equipment and electronic devices manufacturing company 4 % 5 % 0 % 0 % 12 % International telecommunication company 5 % 5 % 6 % 7 % 11 % International digital security company 10 % 0 % 0 % 6 % 0 % |
Fair value measurements (Tables
Fair value measurements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements - Schedule of Fair Value Assets and Liabilities Measured on Recurring and Nonrecurring Basis | As at December 31, 2022 As at December 31, 2021 Fair value level USD'000 Carrying amount Fair value Carrying amount Fair value Note ref. Nonrecurring fair value measurements Accounts receivable 2,219 2,219 2,606 2,606 3 8 Accounts payable 6,735 6,735 7,256 7,256 3 17 Indebtedness to related parties, current 3,374 3,374 — — 3 18 Bonds, mortgages and other long-term debt 1,489 1,489 — — 3 33 Indebtedness to related parties, noncurrent 7,946 7,946 15,617 15,617 3 18 |
Accounts receivable (Tables)
Accounts receivable (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Credit Loss [Abstract] | |
Accounts Receivable - Schedule of Accounts Receivable | The breakdown of the accounts receivable balance is detailed below: Accounts Receivable - Schedule of Accounts Receivable As at December 31, As at December 31, USD'000 2022 2021 Trade accounts receivable 2,269 2,656 Allowance for doubtful accounts (50 ) (50 ) Total accounts receivable net of allowance for doubtful accounts 2,219 2,606 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Inventories - Schedule of Inventories, Current | Inventories consisted of the following: Inventories - Schedule of Inventories, Current As at December 31, As at December 31, USD'000 2022 2021 Raw materials 4,523 950 Work in progress 2,987 1,760 Total inventories 7,510 2,710 |
Other current assets (Tables)
Other current assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Current Assets - Schedule of Other Current Assets | Other current assets consisted of the following: Other Current Assets - Schedule of Other Current Assets As at December 31, As at December 31, USD'000 2022 2021 Value-Added Tax Receivable 224 188 Advanced payment to suppliers 1,025 220 Deposits, current 3 5 Other current assets — 1 Total other current assets 1,252 414 |
Property, plant and equipment (
Property, plant and equipment (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment - Schedule of Property, Plant and Equipment | Property, plant and equipment, net consisted of the following. Property, Plant and Equipment - Schedule of Property, Plant and Equipment As at December 31, As at December 31, USD'000 2022 2021 Machinery & equipment Machinery & Equipment 10,410 10,180 Office equipment and furniture Office Equipment and Furniture 2,320 2,320 Computer equipment and licences Computer Equipment and Licenses 558 488 Total property, plant and equipment gross 13,288 12,988 Accumulated depreciation for: Machinery & equipment (9,985 ) (9,928 ) Office equipment and furniture (2,028 ) (1,706 ) Computer equipment and licences (493 ) (468 ) Total accumulated depreciation (12,506 ) (12,102 ) Total property, plant and equipment, net 782 886 Depreciation charge for the year 404 1,532 |
Intangible assets (Tables)
Intangible assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets - Schedule of Finite-Lived Intangible Assets | Intangible assets and future amortization expenses consisted of the following: Intangible Assets - Schedule of Finite-Lived Intangible Assets As at December 31, As at December 31, USD'000 2022 2021 Intangible assets subject to amortization: Patents 2,281 2,281 License agreements 1,699 1,699 Other intangibles 923 923 Total intangible assets gross 4,903 4,903 Accumulated amortization for: Patents Patents (2,281 ) (2,281 ) License agreements License Agreements (1,698 ) (1,694 ) Other intangibles Other Intangibles (923 ) (923 ) Total accumulated amortization (4,902 ) (4,898 ) Total intangible assets subject to amortization, net Total Intangible Assets Subject to Amortization, Net 1 5 Total intangible assets, net 1 5 Amortization charge for the year to December 31, 4 5 |
Intangible Assets - Schedule of Intangible Asset Future Amortization Expense | Future amortization charges are detailed below: Intangible Assets - Schedule of Intangible Asset Future Amortization Expense Future estimated aggregate amortization expense Year USD'000 2023 1 Total intangible assets subject to amortization, net 1 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Leases - Schedule of Lease Costs | In the years 2022, 2021 and 2020 we recognized rent expenses associated with our leases as follows: Leases - Schedule of Lease Costs 12 months ended December 31, 12 months ended December 31, 12 months ended December 31, USD'000 2022 2021 2020 Operating lease cost: Fixed rent expense 332 378 339 Short-term lease cost - 3 15 Net lease cost 332 381 354 Lease cost - Cost of sales Cost of Sales - - - Lease cost - General & administrative expenses General & Administrative Expenses 332 381 354 Net lease cost 332 381 354 |
Leases - Schedule of Cash and Non-Cash Activities Associated with Leases | In the years 2022 and 2021, we had the following cash and non-cash activities associated with our leases: Leases - Schedule of Cash and Non-Cash Activities Associated with Leases As at December 31, As at December 31, USD'000 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases 328 380 Non-cash investing and financing activities : Net lease cost 332 381 Additions to ROU assets obtained from: New operating lease liabilities 56 33 |
Leases - Schedule of Right-Of-Use Assets and Lease Liabilities | The following table provides the details of right-of-use assets and lease liabilities as of December 31, 2022: Leases - Schedule of Right-Of-Use Assets and Lease Liabilities As at December 31, 2022 USD'000 Right-of-use assets: Operating leases 1,379 Total right-of-use assets 1,379 Lease liabilities: Operating leases 1,312 Total lease liabilities 1,312 |
Leases - Schedule of Future Minimum Lease Payments | As at December 31, 2022, future minimum annual lease payments were as follows: Leases - Schedule of Future Minimum Lease Payments Other Liabilities USD'000 USD'000 USD'000 USD'000 Year Operating Short-term Finance Total 2023 313 — — 313 2024 293 — — 293 2025 285 — — 285 2026 285 — — 285 2027 and beyond 442 — — 442 Total future minimum operating and short-term lease payments 1,618 — — 1,618 Less effects of discounting (306 ) — — (306 ) Lease liabilities recognized 1,312 — — 1,312 |
Leases - Schedule of Minimum Lease Payments under Legacy ASC 840 | In line with ASU 2018-11, future minimum lease payments under legacy ASC 840 are disclosed in the table below: Leases - Schedule of Minimum Lease Payments under Legacy ASC 840 Year USD'000 2023 313 2024 293 2025 285 2026 285 2027 and beyond 442 Total future minimum operating and short-term lease payments 1,618 Less effects of discounting (306) Lease liabilities recognized 1,312 |
Accounts payable (Tables)
Accounts payable (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Accounts Payable - Schedule of Accounts Payable | The accounts payable balance consisted of the following: Accounts Payable - Schedule of Accounts Payable As at December 31, As at December 31, USD'000 2022 2021 Trade creditors 5,001 5,680 Factors or other financial institutions for borrowings - 27 Accounts payable to underwriters, promoters, and employees 1,071 792 Other accounts payable 663 757 Total accounts payable 6,735 7,256 |
Other current liabilities (Tabl
Other current liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Other Current Liabilities - Schedule of Other Current Liabilities | Other current liabilities consisted of the following: Other Current Liabilities - Schedule of Other Current Liabilities As at December 31, As at December 31, USD'000 2022 2021 Other tax payable 28 22 Customer contract liability, current 84 111 Other current liabilities 36 47 Total other current liabilities 148 180 |
Employee benefit plans (Tables)
Employee benefit plans (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plans - Schedule of Defined Benefit Plan Liabilities | Personnel Costs As at December 31, As at December 31, As at December 31, USD'000 2022 2021 2020 Wages and Salaries 4,286 4,345 4,955 Social security contributions 1,940 2,049 2,250 Net service costs 42 68 75 Total 6,268 6,462 7,280 |
Employee Benefit Plans - Schedule of Assumptions | As at December 31, Assumptions 2022 2021 2020 France France France Discount rate 3.65 0.75 0.30 Expected rate of return on plan assets n/a n/a n/a Salary increases 3 3 3 |
Employee Benefit Plans - Schedule of Changes in Fair Value of Plan Assets | Reconciliation to Balance Sheet start of year USD'000 Fiscal year 2022 2021 2020 Projected benefit obligation 575 1,015 981 Surplus/deficit 575 1,015 981 Opening balance sheet asset/provision (funded status) 575 1,015 981 Reconciliation of benefit obligation during the year Projected benefit obligation at start of year 575 1,015 981 Net Service cost 43 71 72 Interest expense 4 3 7 Net benefits paid to participants (24 ) (116 ) (30 ) Actuarial losses/(gains) (170 ) (141 ) (106 ) Curtailment & Settlement 0 (187 ) — Currency translation adjustment (32 ) (70 ) 91 Projected benefit obligation at end of year 396 575 1,015 Reconcilation to balance sheet end of year Defined benefit obligation - funded plans 396 575 1,015 Surplus/deficit 396 575 1,015 Closing balance sheet asset/provision (funded status) 396 575 1,015 Amounts recognized in accumulated OCI Net loss (gain) (364 ) (205 ) (68 ) Deficit (364 ) (205 ) (68 ) Estimated amount to be amortized from accumulated OCI into NPBC over next fiscal year Net loss (gain) 52 51 — |
Employee Benefit Plans - Schedule of Changes in Projected Benefit Obligations | Movement in Funded Status USD'000 Fiscal year 2022 2021 2020 Opening balance sheet liability (funded status) 575 1,015 981 Net Service cost 43 71 72 Interest cost/(credit) 4 3 7 Settlement / curtailment cost / (credit) — (187 ) — Currency translation adjustment 0 (1 ) (1 ) Total Net Periodic Benefit Cost/(credit) 47 (8 ) 78 Actuarial (gain)/loss on liabilities due to experience (170 ) (142 ) (105 ) Total gain/loss recognized via OCI (170 ) (142 ) (105 ) Employer contributions paid in the year + Cashflow required to pay benefit payments (24 ) (116 ) (30 ) Total cashflow (24 ) (116 ) (30 ) Currency translation adjustment (32 ) (61 ) 91 Closing balance sheet liability (funded status) 396 575 1,015 Reconciliation of Net Gain / Loss Amount at beginning of year (205 ) (68 ) 34 Liability (gain) / loss (170 ) (142 ) (105 ) Currency translation adjustment 11 5 3 Amount at year-end (364 ) (205 ) (68 ) |
Employee Benefit Plans - Schedule of Future Contributions Payable | The table below shows the breakdown of expected future contributions payable to the plan: Employee Benefit Plans - Schedule of Future Contributions Payable Period France 2023 26 2024 8 2025 29 2026 50 2027 49 2028 to 2032 331 |
Stockholders_ equity (Tables)
Stockholders’ equity (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Stockholders' Equity - Schedule of Stock by Class | Stockholders’ equity consisted of the following: Stockholders' Equity - Schedule of Stock by Class WISeKey Semiconductors SAS As at December 31, 2022 As at December 31, 2021 Share Capital Common stock Common stock Par value per share (in EUR) 1.00 1.00 Share capital (in USD) 1,955,441 1,771,732 Total number of authorized shares 1,473,162 1,298,162 Total number of fully paid-in issued shares 1,473,162 1,298,162 Total number of fully paid-in outstanding shares 1,473,162 1,298,162 |
Accumulated other comprehensi_2
Accumulated other comprehensive income, net of tax (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Income - Schedule of Accumulated Other Comprehensive Income | USD'000 Accumulated other comprehensive income as at December 31, 2020 487 Total net foreign currency translation adjustments (8) Total defined benefit pension adjustment 142 Total other comprehensive income/(loss), net 134 Accumulated other comprehensive income as at December 31, 2021 621 Total net foreign currency translation adjustments (1) (16) Total defined benefit pension adjustment 170 Total other comprehensive income/(loss), net 154 Accumulated other comprehensive income as at December 31, 2022 775 (1) Adjusted for rounding |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue - Schedule of Disaggregation of Revenue | The following table shows the Group’s revenues disaggregated by product or service type: Revenue - Schedule of Disaggregation of Revenue Disaggregation of revenue Typical payment At one point in time Total USD'000 2022 2021 2020 2022 2021 2020 Secure Microcontrollers Segment Secure chips Upon delivery 18,336 14,850 11,289 18,336 14,850 11,289 Total Secure Microcontrollers Segment 18,336 14,850 11,289 18,336 14,850 11,289 All Other Segment Secure chips Upon delivery 4,862 2,145 3,028 4,862 2,145 3,028 Total All Other Segment 4,862 2,145 3,028 4,862 2,145 3,028 Total Revenue 23,198 16,995 14,317 23,198 16,995 14,317 |
Revenue - Schedule of Disaggregation of Revenue by Geographic Areas | The following table shows the Group’s revenues disaggregated by geography, based on our customers’ billing addresses: Revenue - Schedule of Disaggregation of Revenue by Geographic Areas Rest of EMEA North America Asia Pacific Latin America France Net sales by region 12 months ended December 31, USD'000 2022 2021 2020 Secure Microcontrollers Segment France 147 37 64 Rest of EMEA 2,775 2,944 1,861 North America 13,408 10,234 7,922 Asia Pacific 1,939 1,588 1,421 Latin America 67 47 21 Total Secure Microcontrollers segment revenue 18,336 14,850 11,289 All Other Segment France 64 175 466 Rest of EMEA 3,791 1,099 2,116 North America 201 397 294 Asia Pacific 806 474 105 Latin America - - 47 Total All Other segment revenue 4,862 2,145 3,028 Total Net sales 23,198 16,995 14,317 *EMEA means Europe, Middle East and Africa |
Revenue - Schedule of Contract Assets, Deferred Revenue and Contract Liability | Our contract assets, deferred revenue and contract liability consist of: Revenue - Schedule of Contract Assets, Deferred Revenue and Contract Liability As at December 31, As at December 31, USD'000 2022 2021 Trade accounts receivables Trade accounts receivable - Secure Microcontrollers Segment 1,794 2,321 Trade accounts receivable - All Other Segment 475 335 Total trade accounts receivables 2,269 2,656 Contract liabilities - current 84 111 Total contract liabilities 84 111 Revenue recognized in the period from amounts included in the deferred revenue at the beginning of the year - 150 |
Revenue - Schedule of Remaining Performance Obligations | Estimated revenue from remaining performance obligations Total 2023 84 Total remaining performance obligation 84 |
Other operating income (Tables)
Other operating income (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Other Income and Expenses [Abstract] | |
Other Operating Income - Schedule of Other Operating Income | 12 months ended December 31, USD'000 2022 2021 2020 Accounts payable write-off 1,899 - - Other operating income - other 108 91 - Total other operating income 2,007 91 - |
Non-operating income (Tables)
Non-operating income (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Other Income and Expenses [Abstract] | |
Non-Operating Income - Schedule of Non-Operating Income | Non-operating income consisted of the following: Non-Operating Income - Schedule of Non-Operating Income 12 months ended December 31, USD'000 2022 2021 2020 Foreign exchange gain 926 482 117 Financial income 9 - 8 Other - 1 21 Total non-operating income 935 483 146 |
Non-operating expenses (Tables)
Non-operating expenses (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Non-operating Expenses | |
Non-Operating Expenses - Schedule of Non-Operating Expenses | Non-operating expenses consisted of the following: Non-Operating Expenses - Schedule of Non-Operating Expenses 12 months ended December 31, USD'000 2022 2021 2020 Foreign exchange losses 383 - 728 Financial charges 1 1 1 Interest expense 250 - - Other 4 95 20 Total non-operating expenses 638 96 749 |
Income taxes (Tables)
Income taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes - Schedule of Components of Income before Income Taxes | The components of income before income taxes are as follows: Income Taxes - Schedule of Components of Income before Income Taxes Income / (Loss) 12 months ended December 31, USD'000 2022 2021 2020 France France 2,879 (4,429) (8,806) Foreign Foreign (354) (392) (390) Income/(loss) before income tax 2,525 (4,821) (9,196) |
Income Taxes - Schedule of Income Tax Expense | The components of income taxes relating to the Group are as follows: Income Taxes - Schedule of Income Tax Expense Income taxes 12 months ended December 31, USD'000 2022 2021 2020 France (3,250) - - Foreign 5 6 5 Income tax expense / (income) (3,245) 6 5 |
Income Taxes - Schedule of Income Tax Expense at the Swiss Statutory Rate | The difference between the income tax recovery (expense) at the local statutory rate compared to the Group’s income tax recovery (expense) as reported is reconciled below: Income Taxes - Schedule of Income Tax Expense at the Swiss Statutory Rate 12 months ended December 31, USD'000 2022 2021 2020 Net income/(loss) before income tax 2,525 (4,821) (9,196) Statutory tax rate 25% 26.5% 28% Expected income tax (expense)/recovery (631) 1,278 2,575 Change in valuation allowance 2,185 660 (1,940) Change in tax loss carryforwards (41) (382) (635) Add back of loss carryforwards used for the debt remission 1,342 - - Permanent difference 390 (1,562) (5) Income tax (expense) / recovery 3,245 (6) (5) |
Income Taxes - Schedule of Deferred Tax Assets and Liabilities | The Group’s deferred tax assets and liabilities consist of the following: Income Taxes - Schedule of Deferred Tax Assets and Liabilities Deferred income tax assets/(liabilities) As at December 31, As at December 31, USD'000 2022 2021 France 3,296 - Foreign - - Deferred income tax assets/(liabilities) 3,296 - Deferred tax assets and liabilities As at December 31, As at December 31, USD'000 2022 2021 Defined benefit accrual (29) 161 Tax loss carryforwards 3,599 3,640 Add back loss carryforwards used for the debt remission 1,342 - Valuation allowance (1,616) (3,801) Deferred tax assets / (liabilities) 3,296 - |
Income Taxes - Schedule of Operating Loss Carryforward | As of December 31, 2022, the Group’s operating cumulated loss carry-forwards of all jurisdictions are as follows: Income Taxes - Schedule of Operating Loss Carryforward France Operating loss-carryforward USD'000 France Total Expiration date As of December 31, 2022 14,396 14,396 None |
Income Taxes - Summary of Income Tax Examinations | The following tax years remain subject to examination: Income Taxes - Summary of Income Tax Examinations Significant jurisdictions Open years France 2020 - 2022 Japan Japan 2022 Taiwan Taiwan 2022 |
Earnings_(Loss) per share (Tabl
Earnings/(Loss) per share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings per share (USD) | |
Earnings/(Loss) Per Share - Schedule of Earnings Per Shares, Basic and Diluted | The computation of basic and diluted net earnings/(loss) per share for the Group is as follows: Earnings/(Loss) Per Share - Schedule of Earnings Per Shares, Basic and Diluted 12 months ended December 31, Earnings / (loss) per share 2022 2021 2020 Net income (USD'000) 5,770 (4,827) (9,201) Effect of potentially dilutive instruments on net gain (USD'000) n/a n/a n/a Net income / (loss) after effect of potentially dilutive instruments (USD'000) 5,770 (4,827) (9,201) Shares used in net earnings / (loss) per share computation: Weighted average shares outstanding - basic 1,473,162 1,298,162 1,298,162 Effect of potentially dilutive equivalent shares n/a n/a n/a Weighted average shares outstanding - diluted 1,473,162 1,298,162 1,298,162 Net earnings / (loss) per share Basic weighted average loss per share (USD) 3.92 (3.72) (7.09) Diluted weighted average loss per share (USD) 3.92 (3.72) (7.09) |
Related parties disclosure (Tab
Related parties disclosure (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Parties Disclosure - Schedule of Subsidiary/Parent Ownership Interest | As at December 31, 2022, the consolidated financial statements of the Group include the entities listed in the following table: Related Parties Disclosure - Schedule of Subsidiary/Parent Ownership Interest Group Company Name Country of incorporation Year of incorporation Share Capital % ownership % ownership Nature of business 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 |
Related Parties Disclosure - Schedule of Related Party Transactions | 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) 2022 2021 2022 2021 2022 2021 2020 2022 2021 2020 1 WISeKey International Holding AG - - 7,122 10,899 796 526 1,072 - - - 2 Wisekey SA - - - 382 - 94 965 - 128 - 3 WISeKey USA Inc - - 154 883 558 883 - - - - 4 WISeKey Semiconductors GmbH - - 773 615 105 401 161 - - - 5 WISeCoin AG - - 3,306 3,238 86 90 90 - - - Total - - 11,355 16,017 1,555 1,994 2,288 - 128 - |
Segment reporting (Tables)
Segment reporting (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Segment Reporting - Schedule of Segment Reporting Information by Segment | 12 months ended December 31, 2022 2021 2020 USD'000 Secure Microcontrollers All Other Total Secure Microcontrollers All Other Total Secure Microcontrollers All Other Total Revenues from external customers 18,336 4,862 23,198 14,850 2,145 16,995 11,289 3,028 14,317 Intersegment revenues — 368 368 — 415 415 — 4,930 4,930 Interest revenue 7 2 9 — — — — — — Interest expense 200 53 254 150 22 171 72 19 91 Depreciation and amortization 319 85 404 1,339 193 1,532 1,769 474 2,243 Segment income /(loss) before income taxes 526 2,017 2,543 (2,235 ) (2,566 ) (4,801 ) (5,195 ) (3,766 ) (8,961 ) Profit / (loss) from intersegment sales — 18 18 — 20 20 — 235 235 Income tax recovery /(expense) 2,565 680 3,245 — (6 ) (6 ) — (5 ) (5 ) Segment assets 18,340 5,010 21,734 10,296 1,726 12,022 10,531 3,225 13,756 |
Segment Reporting - Schedule of Reconciliation of Revenue | 12 months ended December 31, 2022 2021 2020 USD'000 USD'000 USD'000 Revenue reconciliation Total revenue for reportable segment 23,566 17,410 19,247 Elimination of intersegment revenue (368) (415) (4,930) Total consolidated revenue 23,198 16,995 14,317 Loss reconciliation Total profit / (loss) from reportable segments 2,543 (4,801) (8,961) Elimination of intersegment profits (18) (20) (235) Income /(Loss) before income taxes 2,525 (4,821) (9,196) |
Segment Reporting - Schedule of Reconciliation of Assets | As at December 31, 2022 2021 USD'000 USD'000 Asset reconciliation Total assets from reportable segments Reportable Segments 21,734 12,022 Elimination of intersegment receivables Intersegment (75) (178) Consolidated total assets 21,659 11,844 |
Segment Reporting - Schedule of 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. Segment Reporting - Schedule of Revenue and Property, Plant and Equipment by Geography Net sales by region 12 months ended December 31, USD'000 2022 2021 2020 France 211 457 1,614 Rest of EMEA* 6,566 3,798 2,892 North America 13,609 10,631 8,217 Asia Pacific 2,745 2,062 1,526 Latin America 67 47 68 Total net sales 23,198 16,995 14,317 * 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 2022 2021 France 782 886 Total Property, plant and equipment, net of depreciation 782 886 |
Future operations and going c_2
Future operations and going concern (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Operating income/(loss) | $ 2,583 | $ (5,041) | $ (8,585) |
Working capital | $ 6,200 | $ 500 |
Summary of significant accoun_3
Summary of significant accounting policies (Details Narrative) | 12 Months Ended |
Dec. 31, 2022 | |
Minimum | Intangible Assets | |
Property, Plant and Equipment [Line Items] | |
Intangible assets, useful lives | 1 year |
Maximum | Intangible Assets | |
Property, Plant and Equipment [Line Items] | |
Intangible assets, useful lives | 10 years |
Property, Plant and Equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 1 year |
Property, Plant and Equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 10 years |
Concentration of Credit Risks -
Concentration of Credit Risks - Schedule of Concentration of Risk by Risk Factor (Details) - IoT | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Multinational Electronics Contract Manufacturing Company | Revenue | |||
Concentration Risk [Line Items] | |||
Concentration risk | 16% | 13% | 19% |
Multinational Electronics Contract Manufacturing Company | Accounts Receivable | |||
Concentration Risk [Line Items] | |||
Concentration risk | 34% | 17% | |
International Equipment and Software Manufacturer | Revenue | |||
Concentration Risk [Line Items] | |||
Concentration risk | 6% | 10% | 9% |
International Equipment and Software Manufacturer | Accounts Receivable | |||
Concentration Risk [Line Items] | |||
Concentration risk | 12% | 0% | |
Semiconductor Equipment and Electronic Devices Manufacturing Company | Revenue | |||
Concentration Risk [Line Items] | |||
Concentration risk | 4% | 5% | 0% |
Semiconductor Equipment and Electronic Devices Manufacturing Company | Accounts Receivable | |||
Concentration Risk [Line Items] | |||
Concentration risk | 0% | 12% | |
International Telecommunication Company | Revenue | |||
Concentration Risk [Line Items] | |||
Concentration risk | 5% | 5% | 6% |
International Telecommunication Company | Accounts Receivable | |||
Concentration Risk [Line Items] | |||
Concentration risk | 7% | 11% | |
International Digital Security Company | Revenue | |||
Concentration Risk [Line Items] | |||
Concentration risk | 10% | 0% | 0% |
International Digital Security Company | Accounts Receivable | |||
Concentration Risk [Line Items] | |||
Concentration risk | 6% | 0% |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value Assets and Liabilities Measured on Recurring and Nonrecurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Assets, carrying amount | $ 21,659 | $ 11,844 |
Liabilities, carrying amount | 21,447 | 25,407 |
Level 3 | Accounts Payable | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Liabilities, carrying amount | 6,735 | 7,256 |
Liabilities, fair value | 6,735 | 7,256 |
Level 3 | Indebtedness to Related Parties, Current | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Liabilities, carrying amount | 3,374 | |
Liabilities, fair value | 3,374 | |
Level 3 | Bonds, Mortgages and Other Long-Term Debt | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Liabilities, carrying amount | 1,489 | |
Liabilities, fair value | 1,489 | |
Level 3 | Indebtedness to Related Parties, Noncurrent | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Liabilities, carrying amount | 7,946 | 15,617 |
Liabilities, fair value | 7,946 | 15,617 |
Receivables | Level 3 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Assets, carrying amount | 2,219 | 2,606 |
Assets, fair value | $ 2,219 | $ 2,606 |
Accounts Receivable - Schedule
Accounts Receivable - Schedule of Accounts Receivable (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Credit Loss [Abstract] | ||
Trade accounts receivable | $ 2,269 | $ 2,656 |
Allowance for doubtful accounts | (50) | (50) |
Total accounts receivable net of allowance for doubtful accounts | $ 2,219 | $ 2,606 |
Inventories - Schedule of Inven
Inventories - Schedule of Inventories, Current (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 4,523 | $ 950 |
Work in progress | 2,987 | 1,760 |
Total inventories | $ 7,510 | $ 2,710 |
Inventories (Details Narrative)
Inventories (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Inventory [Line Items] | |||
Inventory obsolescence | $ 554,000 | $ (457,000) | |
Raw Materials | |||
Inventory [Line Items] | |||
Inventory obsolescence | 44,290 | 79,846 | |
Work in Progress | |||
Inventory [Line Items] | |||
Inventory obsolescence | 270,552 | 507,090 | |
The Semiconductors Group | Raw Materials | |||
Inventory [Line Items] | |||
Inventory obsolescence | 204,211 | 57,302 | 156,188 |
The Semiconductors Group | Work in Progress | |||
Inventory [Line Items] | |||
Inventory obsolescence | $ 349,623 | $ 404,509 | $ 301,215 |
Other Current Assets - Schedule
Other Current Assets - Schedule of Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Value-Added Tax Receivable | $ 224 | $ 188 |
Advanced payment to suppliers | 1,025 | 220 |
Deposits, current | 3 | 5 |
Other current assets | 1 | |
Total other current assets | $ 1,252 | $ 414 |
Deferred tax credits (Details N
Deferred tax credits (Details Narrative) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
WISeKey Semiconductors SAS | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Research tax credits | $ 692,314 | $ 846,808 |
Property, Plant and Equipment -
Property, Plant and Equipment - Schedule of Property, Plant and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 13,288 | $ 12,988 |
Accumulated depreciation | (12,506) | (12,102) |
Total property, plant and equipment from continuing operations, net | 782 | 886 |
Depreciation charge for the year | 404 | 1,532 |
Machinery & Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 10,410 | 10,180 |
Accumulated depreciation | (9,985) | (9,928) |
Office Equipment and Furniture | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 2,320 | 2,320 |
Accumulated depreciation | (2,028) | (1,706) |
Computer Equipment and Licenses | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 558 | 488 |
Accumulated depreciation | $ (493) | $ (468) |
Property, plant and equipment_2
Property, plant and equipment (Details Narrative) | 12 Months Ended |
Dec. 31, 2022 | |
Machinery & Equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 2 years |
Machinery & Equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 5 years |
Production Masks | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 5 years |
Production Tools | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 3 years |
Licenses | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 3 years |
Software | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 1 year |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Finite-Lived Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets subject to amortization, net Total Intangible Assets Subject to Amortization, Net | $ 4,903 | $ 4,903 |
Accumulated amortization | (4,902) | (4,898) |
Total intangible assets, net | 1 | 5 |
Amortization charge for the year to December 31, | 4 | 5 |
Patents | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets subject to amortization, net Total Intangible Assets Subject to Amortization, Net | 2,281 | 2,281 |
Accumulated amortization | (2,281) | (2,281) |
License Agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets subject to amortization, net Total Intangible Assets Subject to Amortization, Net | 1,699 | 1,699 |
Accumulated amortization | (1,698) | (1,694) |
Other Intangibles | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets subject to amortization, net Total Intangible Assets Subject to Amortization, Net | 923 | 923 |
Accumulated amortization | (923) | (923) |
Total Intangible Assets Subject to Amortization, Net | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets subject to amortization, net Total Intangible Assets Subject to Amortization, Net | $ 1 | $ 5 |
Intangible Assets - Schedule _2
Intangible Assets - Schedule of Intangible Asset Future Amortization Expense (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets [Line Items] | ||
2023 | $ 1 | |
Total intangible assets subject to amortization, net | 4,903 | $ 4,903 |
Total Intangible Assets Subject to Amortization, Net | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets subject to amortization, net | $ 1 | $ 5 |
Intangible assets (Details Narr
Intangible assets (Details Narrative) | 12 Months Ended |
Dec. 31, 2022 | |
Patents | Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible asset useful life | 5 years |
Patents | Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible asset useful life | 10 years |
License Agreements | Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible asset useful life | 1 year |
License Agreements | Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible asset useful life | 3 years |
Other Intangibles | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible asset useful life | 5 years |
Leases - Schedule of Lease Cost
Leases - Schedule of Lease Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Operating lease cost: | |||
Fixed rent expense | $ 332 | $ 378 | $ 339 |
Short-term lease cost | 3 | 15 | |
Net lease cost | 332 | 381 | 354 |
Cost of Sales | |||
Operating lease cost: | |||
Net lease cost | 0 | 0 | 0 |
General & Administrative Expenses | |||
Operating lease cost: | |||
Net lease cost | $ 332 | $ 381 | $ 354 |
Leases - Schedule of Cash and N
Leases - Schedule of Cash and Non-Cash Activities Associated with Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash paid for amounts included in the measurement of lease liabilities: | |||
Operating cash flows from operating leases | $ 328 | $ 380 | |
Non-cash investing and financing activities : | |||
Net lease cost | 332 | 381 | $ 354 |
Additions to ROU assets obtained from: | |||
New operating lease liabilities | $ 56 | $ 33 |
Leases - Schedule of Right-Of-U
Leases - Schedule of Right-Of-Use Assets and Lease Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Right-of-use assets: | ||
Total right-of-use assets | $ 1,379 | $ 1,776 |
Lease liabilities: | ||
Total lease liabilities | $ 1,312 |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Lease Payments (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Operating - 2023 | $ 313 |
Short-term - 2023 | |
Finance - 2023 | |
Total lease payments - 2023 | 313 |
Operating - 2024 | 293 |
Short-term - 2024 | 0 |
Finance - 2024 | 0 |
Total lease payments - 2024 | 293 |
Operating - 2025 | 285 |
Short-term - 2025 | 0 |
Finance - 2025 | 0 |
Total lease payments - 2025 | 285 |
Operating - 2026 | 285 |
Short-term - 2026 | 0 |
Finance - 2026 | 0 |
Total lease payments - 2026 | 285 |
Operating - 2027 and beyond | 442 |
Short-term - 2027 and beyond | 0 |
Finance - 2027 and beyond | 0 |
Total lease payments - 2027 and beyond | 442 |
Operating - Total future minimum operating lease payments | 1,618 |
Short-term - Total future minimum short-term lease payments | |
Finance - Total future minimum finance lease payments | |
Total Lease Payments - Total future minimum lease payments | 1,618 |
Operating - Less effects of discounting | (306) |
Short-term - Less effects of discounting | 0 |
Finance - Less effects of discounting | |
Total Lease Payments - Less effects of discounting | (306) |
Operating - Lease liabilities recognized | 1,312 |
Short-term - Lease liabilities recognized | 0 |
Finance - Lease liabilities recognized | |
Total Lease Payments - Lease liabilities recognized | 1,312 |
Other Liabilities | |
Operating - Lease liabilities recognized | $ 1,312 |
Leases - Schedule of Minimum Le
Leases - Schedule of Minimum Lease Payments under Legacy ASC 840 (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Leases [Abstract] | |
2023 | $ 313 |
2024 | 293 |
2025 | 285 |
2026 | 285 |
2027 and beyond | 442 |
Total future minimum operating and short-term lease payments | 1,618 |
Less effects of discounting | (306) |
Lease liabilities recognized | $ 1,312 |
Leases (Details Narrative)
Leases (Details Narrative) | Dec. 31, 2022 |
Leases [Abstract] | |
Weighted-average remaining lease term, operating leases | 5 years 11 months 1 day |
Weighted average discount rate, operating leases | 3.02% |
Accounts Payable - Schedule of
Accounts Payable - Schedule of Accounts Payable (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Trade creditors | $ 5,001 | $ 5,680 |
Factors or other financial institutions for borrowings | 27 | |
Accounts payable to underwriters, promoters, and employees | 1,071 | 792 |
Other accounts payable | 663 | 757 |
Total accounts payable | $ 6,735 | $ 7,256 |
Other Current Liabilities - Sch
Other Current Liabilities - Schedule of Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Other tax payable | $ 28 | $ 22 |
Customer contract liability, current | 84 | 111 |
Other current liabilities | 36 | 47 |
Total other current liabilities | $ 148 | $ 180 |
Indebtedness to related parti_2
Indebtedness to related parties (Details Narrative) € in Thousands | 1 Months Ended | 12 Months Ended | ||||||||||
Dec. 15, 2022 USD ($) shares | Dec. 15, 2022 EUR (€) shares | Nov. 12, 2020 USD ($) | Dec. 31, 2022 USD ($) | Aug. 31, 2022 USD ($) | Jun. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) | Jun. 28, 2021 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Apr. 01, 2021 USD ($) | Apr. 01, 2021 EUR (€) | |
Recapitalization by WISeKey International Holding Ltd | $ 7,348,000 | $ 0 | ||||||||||
the "Group" | ||||||||||||
[custom:DebtRemissionAmount-0] | $ 5,871,714 | € 5,000 | ||||||||||
Proceeds from related party | $ 283,754 | $ 381,879 | $ 444,542 | $ 1,910,754 | $ 1,463,664 | |||||||
Interest rate | 3% | 3% | 3% | 3% | 3% | |||||||
Maturity date | Dec. 31, 2024 | Dec. 31, 2024 | Dec. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |||||||
Long term debt | $ 11,354,925 | 11,354,925 | ||||||||||
Unamortized debt discount | 35,340 | $ 355,327 | 35,340 | $ 355,327 | ||||||||
Long term debt, carrying value | $ 11,319,585 | $ 11,319,585 | ||||||||||
WISeKey International Holding AG | ||||||||||||
[custom:LinesOfCreditExtendedToShareholderLoans-0] | $ 4,000,000 | |||||||||||
Line of Credit Facility, Description | to be drawn down over six months from the date of the commitment, in instalments of between USD 1 million and USD 1.5 million | |||||||||||
Line of Credit Facility, Interest Rate During Period | 3% | |||||||||||
Debt conversion, converted amount | $ 7,348,397 | € 7,000 | ||||||||||
Debt conversion, shares issued | shares | 175,000 | 175,000 | ||||||||||
Share capital | $ 183,710 | |||||||||||
Recapitalization by WISeKey International Holding Ltd | $ 7,164,687 |
Employee Benefit Plans - Sche_2
Employee Benefit Plans - Schedule of Defined Benefit Plan Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Retirement Benefits [Abstract] | |||
Wages and Salaries | $ 4,286 | $ 4,345 | $ 4,955 |
Social security contributions | 1,940 | 2,049 | 2,250 |
Net service costs | 42 | 68 | 75 |
Total | $ 6,268 | $ 6,462 | $ 7,280 |
Employee Benefit Plans - Sche_3
Employee Benefit Plans - Schedule of Changes in Fair Value of Plan Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Retirement Benefits [Abstract] | |||
Projected benefit obligation at start of year | $ 575 | $ 1,015 | $ 981 |
Surplus/deficit | 575 | 1,015 | 981 |
Opening balance sheet asset/provision (funded status) | 575 | 1,015 | 981 |
Reconciliation of benefit obligation during the year | |||
Net Service cost | 43 | 71 | 72 |
Interest expense | 4 | 3 | 7 |
Net benefits paid to participants | (24) | (116) | (30) |
Actuarial losses/(gains) | (170) | (141) | (106) |
Curtailment & Settlement | 0 | (187) | 0 |
Currency translation adjustment | (32) | (70) | 91 |
Defined benefit obligation - funded plans | 396 | 575 | 1,015 |
Reconcilation to balance sheet end of year | |||
Surplus/deficit | 396 | 575 | 1,015 |
Closing balance sheet asset/provision (funded status) | 396 | 575 | 1,015 |
Amounts recognized in accumulated OCI | |||
Net loss (gain) | (364) | (205) | (68) |
Deficit | (364) | (205) | (68) |
Estimated amount to be amortized from accumulated OCI into NPBC over next fiscal year | |||
Net loss (gain) | $ 52 | $ 51 |
Employee Benefit Plans - Sche_4
Employee Benefit Plans - Schedule of Changes in Projected Benefit Obligations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Retirement Benefits [Abstract] | |||
Opening balance sheet asset/provision (funded status) | $ 575 | $ 1,015 | $ 981 |
Net Service cost | 43 | 71 | 72 |
Interest cost/(credit) | 4 | 3 | 7 |
Settlement / curtailment cost / (credit) | 0 | (187) | 0 |
Currency translation adjustment | 0 | (1) | (1) |
Total Net Periodic Benefit Cost/(credit) | 47 | (8) | 78 |
Actuarial (gain)/loss on liabilities due to experience | (170) | (142) | (105) |
Total gain/loss recognized via OCI | (170) | (142) | (105) |
Total cashflow | (24) | (116) | (30) |
Currency translation adjustment | (32) | (61) | 91 |
Closing balance sheet asset/provision (funded status) | 396 | 575 | 1,015 |
Reconciliation of Net Gain / Loss | |||
Amount at beginning of year | (205) | (68) | 34 |
Liability (gain) / loss | (170) | (142) | (105) |
Currency translation adjustment | 11 | 5 | 3 |
Amount at year-end | $ (364) | $ (205) | $ (68) |
Employee Benefit Plans - Sche_5
Employee Benefit Plans - Schedule of Future Contributions Payable (Details) - USD ($) | Dec. 31, 2028 | Dec. 31, 2027 | Dec. 31, 2026 | Dec. 31, 2025 | Dec. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Defined Benefit Plan Disclosure [Line Items] | |||||||
Defined Benefit Plan, Expected Future Employer Contributions, Next Fiscal Year | $ 26,000 | ||||||
France | |||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||
Defined Benefit Plan, Expected Future Employer Contributions, Next Fiscal Year | $ 331,000 | $ 49,000 | $ 50,000 | $ 29,000 | $ 8,000 | $ 26,000 |
Employee Benefit Plans - Sche_6
Employee Benefit Plans - Schedule of Assumptions (Details Narrative) | Dec. 31, 2022 USD ($) |
Retirement Benefits [Abstract] | |
Accumulated benefit obligation | $ 395,786 |
Expected future contributions payable | $ 26,000 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Stock by Class (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Par value per share (in EUR) | $ 1 | $ 1 |
Total number of authorized shares | 1,473,162 | 1,298,162 |
Total number of fully paid-in issued shares | 1,473,162 | 1,298,162 |
Total number of fully paid-in outstanding shares | 1,473,162 | 1,298,162 |
WISeKey Semiconductors SAS | Common Stock | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Par value per share (in EUR) | $ 1 | $ 1 |
Share capital (in USD) | $ 1,955,441 | $ 1,771,732 |
Total number of authorized shares | 1,473,162 | 1,298,162 |
Total number of fully paid-in issued shares | 1,473,162 | 1,298,162 |
Total number of fully paid-in outstanding shares | 1,473,162 | 1,298,162 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Income - Schedule of Accumulated Other Comprehensive Income (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Equity [Abstract] | ||
Accumulated other comprehensive income | $ 621 | $ 487 |
Total net foreign currency translation adjustments | (16) | (8) |
Total defined benefit pension adjustment | 170 | 142 |
Total other comprehensive income/(loss), net | 154 | 134 |
Accumulated other comprehensive income | $ 775 | $ 621 |
Revenue - Schedule of Disaggreg
Revenue - Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | |||
Total revenue | $ 23,198 | $ 16,995 | $ 14,317 |
At One Point in Time | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 23,198 | 16,995 | 14,317 |
Secure Microcontrollers | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 18,336 | 14,850 | 11,289 |
Secure Microcontrollers | Secure Chips | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 18,336 | 14,850 | 11,289 |
Secure Microcontrollers | At One Point in Time | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 18,336 | 14,850 | 11,289 |
Secure Microcontrollers | At One Point in Time | Secure Chips | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 18,336 | 14,850 | 11,289 |
All Others | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 4,862 | 2,145 | 3,028 |
All Others | Secure Chips | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 4,862 | 2,145 | 3,028 |
All Others | At One Point in Time | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 4,862 | 2,145 | 3,028 |
All Others | At One Point in Time | Secure Chips | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | $ 4,862 | $ 2,145 | $ 3,028 |
Revenue - Schedule of Disaggr_2
Revenue - Schedule of Disaggregation of Revenue by Geographic Areas (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | |||
Net sales | $ 23,198 | $ 16,995 | $ 14,317 |
France | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 211 | 457 | 1,614 |
Rest of EMEA | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 6,566 | 3,798 | 2,892 |
North America | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 13,609 | 10,631 | 8,217 |
Asia Pacific | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 2,745 | 2,062 | 1,526 |
Latin America | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 67 | 47 | 68 |
Secure Microcontrollers | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 18,336 | 14,850 | 11,289 |
Secure Microcontrollers | France | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 147 | 37 | 64 |
Secure Microcontrollers | Rest of EMEA | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 2,775 | 2,944 | 1,861 |
Secure Microcontrollers | North America | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 13,408 | 10,234 | 7,922 |
Secure Microcontrollers | Asia Pacific | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 1,939 | 1,588 | 1,421 |
Secure Microcontrollers | Latin America | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 67 | 47 | 21 |
All Others | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 4,862 | 2,145 | 3,028 |
All Others | France | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 64 | 175 | 466 |
All Others | Rest of EMEA | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 3,791 | 1,099 | 2,116 |
All Others | North America | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 201 | 397 | 294 |
All Others | Asia Pacific | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 806 | 474 | 105 |
All Others | Latin America | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | $ 47 |
Revenue - Schedule of Contract
Revenue - Schedule of Contract Assets, Deferred Revenue and Contract Liability (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Trade accounts receivables | ||
Total trade accounts receivables | $ 2,269 | $ 2,656 |
Contract liabilities - current | 84 | 111 |
Total contract liabilities | 84 | 111 |
Revenue recognized in the period from amounts included in the deferred revenue at the beginning of the year | 150 | |
Secure Microcontrollers | ||
Trade accounts receivables | ||
Total trade accounts receivables | 1,794 | 2,321 |
All Others | ||
Trade accounts receivables | ||
Total trade accounts receivables | $ 475 | $ 335 |
Revenue - Schedule of Remaining
Revenue - Schedule of Remaining Performance Obligations (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Estimated remaining performance obligation | $ 84,000 | $ 2,083,589 |
Year 2023 | ||
Estimated remaining performance obligation | $ 84,000 |
Revenue (Details Narrative)
Revenue (Details Narrative) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Revenue from Contract with Customer [Abstract] | ||
Remaining performance obligation | $ 84,000 | $ 2,083,589 |
Other Operating Income - Schedu
Other Operating Income - Schedule of Other Operating Income (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Other Income and Expenses [Abstract] | |||
Accounts payable write-off | $ 1,899 | ||
Other operating income - other | 108 | 91 | |
Total other operating income | $ 2,007 | $ 91 |
Non-Operating Income - Schedule
Non-Operating Income - Schedule of Non-Operating Income (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Other Income and Expenses [Abstract] | |||
Foreign exchange gain | $ 926 | $ 482 | $ 117 |
Financial income | 9 | 8 | |
Other | 1 | 21 | |
Total non-operating income | $ 935 | $ 483 | $ 146 |
Non-Operating Expenses - Schedu
Non-Operating Expenses - Schedule of Non-Operating Expenses (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Non-operating Expenses | |||
Foreign exchange losses | $ 383 | $ 728 | |
Financial charges | 1 | 1 | 1 |
Interest expense | 250 | ||
Other | 4 | 95 | 20 |
Total non-operating expenses | $ 638 | $ 96 | $ 749 |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Income before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Loss Carryforwards [Line Items] | |||
Income/(loss) before income tax | $ 2,525 | $ (4,821) | $ (9,196) |
France | |||
Operating Loss Carryforwards [Line Items] | |||
Income/(loss) before income tax | 2,879 | (4,429) | (8,806) |
Foreign | |||
Operating Loss Carryforwards [Line Items] | |||
Income/(loss) before income tax | $ (354) | $ (392) | $ (390) |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Tax Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Loss Carryforwards [Line Items] | |||
Income tax expense / (income) | $ (3,245) | $ 6 | $ 5 |
France | |||
Operating Loss Carryforwards [Line Items] | |||
Income tax expense / (income) | (3,250) | ||
Foreign | |||
Operating Loss Carryforwards [Line Items] | |||
Income tax expense / (income) | $ 5 | $ 6 | $ 5 |
Income Taxes - Schedule of In_2
Income Taxes - Schedule of Income Tax Expense at the Swiss Statutory Rate (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Net income/(loss) before income tax | $ 2,525 | $ (4,821) | $ (9,196) |
Statutory tax rate | 25% | 26.50% | 28% |
Expected income tax (expense)/recovery | $ (631) | $ 1,278 | $ 2,575 |
Change in valuation allowance | 2,185 | 660 | (1,940) |
Change in tax loss carryforwards | (41) | (382) | (635) |
Add back of loss carryforwards used for the debt remission | 1,342 | ||
Permanent difference | 390 | (1,562) | (5) |
Income tax (expense) / recovery | $ 3,245 | $ (6) | $ (5) |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Operating Loss Carryforwards [Line Items] | ||
Deferred tax assets/(liabilities) | $ 3,296 | |
Defined benefit accrual | (29) | 161 |
Tax loss carryforwards | 3,599 | 3,640 |
Add back loss carryforwards used for the debt remission | 1,342 | |
Valuation allowance | (1,616) | (3,801) |
France | ||
Operating Loss Carryforwards [Line Items] | ||
Deferred tax assets/(liabilities) | 3,296 | |
Foreign | ||
Operating Loss Carryforwards [Line Items] | ||
Deferred tax assets/(liabilities) |
Income Taxes - Schedule of Oper
Income Taxes - Schedule of Operating Loss Carryforward (Details) - Tax Year 2023 $ in Thousands | Dec. 31, 2022 USD ($) |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | $ 14,396 |
France | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | $ 14,396 |
Income Taxes - Summary of Incom
Income Taxes - Summary of Income Tax Examinations (Details) | 12 Months Ended |
Dec. 31, 2022 | |
France | |
Tax years subject to examination | 2020 - 2022 |
Japan | |
Tax years subject to examination | 2022 |
Taiwan | |
Tax years subject to examination | 2022 |
Income taxes (Details Narrative
Income taxes (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Income tax provision | $ (3,245,000) | $ 6,000 | $ 5,000 |
WISeKey Semiconductors SAS | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Income tax provision | $ 39,901 | $ 47,368 | $ 118,294 |
Earnings_(Loss) Per Share - Sch
Earnings/(Loss) Per Share - Schedule of Earnings Per Shares, Basic and Diluted (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Earnings per share (USD) | |||
Net income (USD'000) | $ 5,770 | $ (4,827) | $ (9,201) |
Shares used in net earnings / (loss) per share computation: | |||
Weighted average shares outstanding - basic | 1,473,162 | 1,298,162 | 1,298,162 |
Weighted average shares outstanding - diluted | 1,473,162 | 1,298,162 | 1,298,162 |
Net earnings / (loss) per share | |||
Basic weighted average loss per share (USD) | $ 3.92 | $ (3.72) | $ (7.09) |
Diluted weighted average loss per share (USD) | $ 3.92 | $ (3.72) | $ (7.09) |
Related Parties Disclosure - Sc
Related Parties Disclosure - Schedule of Subsidiary/Parent Ownership Interest (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
WISeKey IoT Japan KK | ||
Related Party Transaction [Line Items] | ||
Country of incorporation | Japan | |
Year of incorporation | 2017 | |
Share capital | $ 1,000,000 | |
% ownership | 100% | 100% |
Nature of business | Sales & distribution | |
WISeKey IoT Taiwan | ||
Related Party Transaction [Line Items] | ||
Country of incorporation | Taiwan | |
Year of incorporation | 2017 | |
Share capital | $ 100,000 | |
% ownership | 100% | 100% |
Nature of business | Sales & distribution |
Related Parties Disclosure - _2
Related Parties Disclosure - Schedule of Related Party Transactions (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | |||
Receivables | $ 0 | $ 0 | |
Payables | 3,374 | ||
Net expenses | 1,555 | 1,994 | $ 2,288 |
Net income | 0 | 128 | 0 |
Payables | 11,355 | 16,017 | |
WISeKey International Holding AG | |||
Related Party Transaction [Line Items] | |||
Receivables | 0 | 0 | |
Payables | 7,122 | 10,899 | |
Net expenses | 796 | 526 | 1,072 |
Net income | 0 | 0 | 0 |
WISeKey SA | |||
Related Party Transaction [Line Items] | |||
Receivables | 0 | 0 | |
Payables | 0 | 382 | |
Net expenses | 0 | 94 | 965 |
Net income | 0 | 128 | 0 |
WISeKey USA Inc | |||
Related Party Transaction [Line Items] | |||
Receivables | 0 | 0 | |
Payables | 154 | 883 | |
Net expenses | 558 | 883 | 0 |
Net income | 0 | 0 | 0 |
WISeKey Semiconductors GmbH | |||
Related Party Transaction [Line Items] | |||
Receivables | 0 | 0 | |
Payables | 773 | 615 | |
Net expenses | 105 | 401 | 161 |
Net income | 0 | 0 | 0 |
WISeCoin AG | |||
Related Party Transaction [Line Items] | |||
Receivables | 0 | 0 | |
Payables | 3,306 | 3,238 | |
Net expenses | 86 | 90 | 90 |
Net income | $ 0 | $ 0 | $ 0 |
Subsequent events (Details Narr
Subsequent events (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | |
Nov. 12, 2020 | Jan. 31, 2023 | |
WISeKey International Holding AG | ||
Subsequent Event [Line Items] | ||
Line of Credit Facility, Description | to be drawn down over six months from the date of the commitment, in instalments of between USD 1 million and USD 1.5 million | |
Line of Credit Facility, Interest Rate During Period | 3% | |
Subsequent Event | the "Group" | Line of Credit | ||
Subsequent Event [Line Items] | ||
Long-Term Line of Credit | $ 5,000 | |
Line of Credit Facility, Description | instalments of no more than USD 1 million each | |
Line of Credit Facility, Interest Rate During Period | 2.50% | |
Debt Instrument, Maturity Date | Dec. 31, 2024 | |
Subsequent Event | WISeKey International Holding AG | Common Stock | ||
Subsequent Event [Line Items] | ||
Shares issued to parent | 7,501,400 | |
Subsequent Event | WISeKey International Holding AG | Class F | ||
Subsequent Event [Line Items] | ||
Shares issued to parent | 1,499,700 | |
Price per share | $ 0.05 |
Segment Reporting - Schedule of
Segment Reporting - Schedule of Segment Reporting Information by Segment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | |||
Revenues from external customers | $ 23,198 | $ 16,995 | $ 14,317 |
Income tax (expense) / recovery | 3,245 | (6) | (5) |
Segment assets | 21,734 | 12,022 | 13,756 |
Secure Microcontrollers | |||
Segment Reporting Information [Line Items] | |||
Revenues from external customers | 18,336 | 14,850 | 11,289 |
Intersegment revenues | |||
Interest revenue | 7 | ||
Interest expense | 200 | 150 | 72 |
Depreciation and amortization | 319 | 1,339 | 1,769 |
Segment income /(loss) before income taxes | 526 | (2,235) | (5,195) |
Profit / (loss) from intersegment sales | |||
Income tax (expense) / recovery | 2,565 | ||
Segment assets | 18,340 | 10,296 | 10,531 |
All Others | |||
Segment Reporting Information [Line Items] | |||
Revenues from external customers | 4,862 | 2,145 | 3,028 |
Intersegment revenues | 368 | 415 | 4,930 |
Interest revenue | 2 | ||
Interest expense | 53 | 22 | 19 |
Depreciation and amortization | 85 | 193 | 474 |
Segment income /(loss) before income taxes | 2,017 | (2,566) | (3,766) |
Profit / (loss) from intersegment sales | 18 | 20 | 235 |
Income tax (expense) / recovery | 680 | (6) | (5) |
Segment assets | 5,010 | 1,726 | 3,225 |
Total Segment Assets | |||
Segment Reporting Information [Line Items] | |||
Revenues from external customers | 23,198 | 16,995 | 14,317 |
Intersegment revenues | 368 | 415 | 4,930 |
Interest revenue | 9 | ||
Interest expense | 254 | 171 | 91 |
Depreciation and amortization | 404 | 1,532 | 2,243 |
Segment income /(loss) before income taxes | 2,543 | (4,801) | (8,961) |
Profit / (loss) from intersegment sales | 18 | 20 | 235 |
Income tax (expense) / recovery | $ 3,245 | $ (6) | $ (5) |
Segment Reporting - Schedule _2
Segment Reporting - Schedule of Reconciliation of Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | |||
Net sales | $ 23,198 | $ 16,995 | $ 14,317 |
Income /(Loss) before income taxes | 2,525 | (4,821) | (9,196) |
Reportable Segments | |||
Segment Reporting Information [Line Items] | |||
Net sales | 23,566 | 17,410 | 19,247 |
Income /(Loss) before income taxes | 2,543 | (4,801) | (8,961) |
Intersegment [Member] | |||
Segment Reporting Information [Line Items] | |||
Net sales | (368) | (415) | (4,930) |
Income /(Loss) before income taxes | $ (18) | $ (20) | $ (235) |
Segment Reporting - Schedule _3
Segment Reporting - Schedule of Reconciliation of Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Segment Reporting Information [Line Items] | ||
Consolidated total assets | $ 21,659 | $ 11,844 |
Reportable Segments | ||
Segment Reporting Information [Line Items] | ||
Consolidated total assets | 21,734 | 12,022 |
Intersegment | ||
Segment Reporting Information [Line Items] | ||
Elimination of intersegment receivables Intersegment | $ (75) | $ (178) |
Segment Reporting - Schedule _4
Segment Reporting - Schedule of Revenue and Property, Plant and Equipment by Geography (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net sales | $ 23,198 | $ 16,995 | $ 14,317 |
Property, plant and equipment net of accumulated depreciation | 782 | 886 | |
France | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net sales | 211 | 457 | 1,614 |
Property, plant and equipment net of accumulated depreciation | 782 | 886 | |
Rest of EMEA | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net sales | 6,566 | 3,798 | 2,892 |
North America | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net sales | 13,609 | 10,631 | 8,217 |
Asia Pacific | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net sales | 2,745 | 2,062 | 1,526 |
Latin America | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net sales | $ 67 | $ 47 | $ 68 |
Bonds, mortgages and other lo_2
Bonds, mortgages and other long-term debt (Details Narrative) - Production Capacity Investment Loan Agreement - USD ($) | 1 Months Ended | |
Nov. 30, 2022 | Dec. 31, 2022 | |
Short-Term Debt [Line Items] | ||
Proceeds from loan agreement | $ 2,000,000 | |
Unamortized debt discount | $ 511,128 | $ 511,128 |
Loan payable | 2,000,000 | |
Loan payable, carrying value | $ 1,488,872 |