6-K

SEQUANS COMMUNICATIONS (SQNS)

6-K 2021-08-03 For: 2021-06-30
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Added on April 10, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934

For the month of August 2021

Commission File Number: 001-35135

Sequans Communications S.A.

(Translation of Registrant’s name into English)

15-55 boulevard Charles de Gaulle

92700 Colombes, France

Telephone : +33 1 70 72 16 00

(Address of Principal Executive Office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F: Form 20-F R Form 40-F £

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): Yes £ NoR

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): Yes £ NoR

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

The information in this report, furnished on Form 6-K, excluding the section titled “Q3 2021 Outlook”,

shall be incorporated by reference into each of the following Registration Statements under the Securities Act of 1933, as amended, of the registrant: Form S-8 (File Nos. 333-177919, 333-180487, 333-187611, 333-194903, 333-203539, 333-211011, 333-214444, 333-215911, 333-219430, 333-226458, 333-233473 and 333-239968) and Form F-3 (File Nos. 333-250122 and 333-255865).

EXPLANATORY NOTE

On August 3, 2021, Sequans Communications S.A. issued a press release announcing its financial results for the quarter ended June 30, 2021. A copy of the press release is attached to this Form 6-K as Exhibit 99.1 and is incorporated herein by reference.

EXHIBIT INDEX

The following exhibit is filed as part of this Form 6-K:

Exhibit Description
99.1 Press release dated August 3, 2021

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

SEQUANS COMMUNICATIONS S.A.<br><br>(Registrant)
Date: August 3, 2021 By: /s/ Deborah Choate
Deborah Choate
Chief Financial Officer

Document

NEWS

Sequans Communications Announces

Second Quarter 2021 Financial Results

PARIS - August 3, 2021 - Sequans Communications S.A. (NYSE: SQNS), a leading developer and provider of 5G/4G chips and modules, today announced financial results for the second quarter ended June 30, 2021.

Second Quarter 2021 Summary Results Table:

(in US$ millions, except share and per share data) Q2 2021 Q1 2021 Q2 2020
Revenue 12.9 12.3 12.2
Gross profit 7.3 6.2 5.9
Gross margin (%) 56.6 50.1 48.3
Operating loss (3.4) (5.8) (5.6)
Net loss (1.3) (11.4) (19.0)
Diluted earnings per ADS (0.04) (0.33) (0.70)
Non-IFRS diluted earnings per ADS (1) (0.15) (0.15) (0.28)
Weighted average number of diluted ADS 37,118,845 34,664,779 27,150,562
(1) See Use of Non-IFRS/non-GAAP Financial Measures disclosure on page 3

All values are in US Dollars.

"Massive IoT was the primary driver of growth in the second quarter, increasing 14% sequentially and 120% year-over-year," said Georges Karam, CEO of Sequans. "Notably, we achieved this growth despite order fulfillment delays brought on by supply chain challenges that are impacting industries across the globe and that limited our overall growth in the quarter. Excluding revenue related to the Verizon Jetpack, revenue would have increased 14% sequentially and 88% year-over-year(1). The increase in our Broadband CBRS business and a new deal for Vertical applications also contributed to growth in the quarter. The significant progress we are making in Massive IoT and CBRS, and the growing relationships with our channel partners, positions Sequans for continued leadership in cellular solutions for Massive and Broadband IoT.”

"Our business pipeline is well over $600 million, with the design win portion increasing by 18% to $280 million since last quarter," continued Mr. Karam. " We are now working on nearly 100 design-win projects, with over 40 projects now in the production phase, primarily in Massive IoT applications along with several Broadband IoT products. The remaining 60 design-wins are advancing to revenue generation as customer projects move to manufacturing and 15 of them have placed pre-production and production orders in the second quarter.”

Mr. Karam concluded, “Thus far we have been able to support new customers in our pipeline with allotments of chips or modules needed to support their full production ramp, despite the overall demand for materials exceeding the available supply. Importantly, given the robust demand we are experiencing, we believe our overall growth trajectory and the investment thesis for our business remain intact, and we expect to achieve our medium and longer-term growth objectives as industry-wide supply challenges subside.”

Q3 2021 Outlook

The following statement is based on management’s current assumptions and expectations and assumes no increase in the severity or duration of the COVID-19 pandemic. This statement is forward-looking and actual results may differ materially.

While customer demand would allow for sequential revenue growth, given the increasing impact of the continued supply chain constraints for materials on the Company’s ability to ship orders, management is unable to provide guidance for the quarter ending September 30, 2021.

_________________

(1) Revenues from the Verizon Jetpack were $5.4 million in the second quarter of 2020 and $1.1 million in the first quarter of 2021. There were no revenues from the Verizon Jetpack in the second quarter of 2021.

Sequans reports second quarter 2021 financial results

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Second Quarter 2021 Financial and Operational Results Summary

Revenue for the second quarter was $12.9 million, an increase of 4.4% compared to the first quarter of 2021 and an increase of 5.1% compared to the second quarter of 2020. The increase from the first quarter was primarily due to increased Massive IoT revenues as well as higher Vertical services revenue, partially offset by continued supply chain constraints for materials and the absence of portable router sales.

Gross profit for the second quarter of 2021 was $7.3 million, an increase from the first quarter of $6.2 million and an increase from the prior year second quarter of $5.9 million. Gross margin for the second quarter of 2021 was 56.6% compared to 50.1% in the first quarter of 2021 and 48.3% in the second quarter of 2020. The sequential improvement in gross margin was primarily due to a shift in revenue mix with increased service revenue.

Operating loss was $3.4 million compared to $5.8 million in the first quarter of 2021 and $5.6 million in the second quarter of 2020. The sequential improvement in operating loss was primarily due to a higher gross profit margin on increased sales while operating expenses in the second quarter of 2021 benefited from a one-time net reduction in R&D expense of approximately $1.2 million as a result of an R&D grant recognized in the quarter.

Net loss was $1.3 million, or ($0.04) per diluted ADS, compared to $11.4 million, or ($0.33) per ADS, in the first quarter of 2021 and $19.0 million, or ($0.70) per ADS, in the second quarter of 2020. Net loss in the second quarter of 2021 includes the benefit of the reversal of a non-cash charge related to the fair value of an embedded derivative associated with the Company’s convertible notes that were paid off during the second quarter, partially offset by a foreign exchange loss primarily related to the revaluation of euro liabilities in the quarter.

Non-IFRS Net loss and diluted loss per ADS: Excluding the non-cash stock-based compensation, the non-cash impact of the fair-value and effective interest adjustments related to the convertible debt with embedded derivatives and other financings, the non-cash impact of convertible debt amendments, and deferred tax benefit or expense related to the convertible debt and other financings, non-IFRS net loss was $5.6 million, or ($0.15) per ADS, compared to $5.1 million, or ($0.15) per ADS in the first quarter of 2021, and $7.5 million, or ($0.28) per ADS, in the second quarter of 2020.

Cash: : Cash, cash equivalents and short-term deposits at June 30, 2021 totaled $30.3 million compared to $18.5 million at December 31, 2020.

Conference Call and Webcast

Sequans plans to conduct a teleconference and live webcast to discuss the financial results for the second quarter of 2021 today, August 3, 2021 at 8:00 a.m. ET /14:00 CET. To participate in the live call, analysts and investors should dial 877-407-0792 or +1 201-689-8263 if outside the U.S. When prompted, provide the event title or access code: 13720879. A live and archived webcast of the call will be available from the Investors section of the Sequans website at www.sequans.com/investors/. An audio replay of the conference call will be available until August 17, 2021 by dialing toll free 844-512-2921 or +1 412-317-6671 from outside the U.S., using the following access code:13720879.

Forward Looking Statements

This press release contains projections and other forward-looking statements regarding future events or our future financial performance and potential financing sources. All statements other than present and historical facts and conditions contained in this release, including any statements regarding future results of operations and financial positions, business strategy and plans, expectations for Massive IoT and portable router sales, the impact of the Covid-19 on our supply chain and on customer demand, the impact of component shortages and manufacturing capacity, our ability to convert our pipeline to revenue and our objectives for future operations, are forward-looking statements (within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended). These statements are only predictions and reflect our current beliefs and expectations with respect to future events and are based on assumptions and subject to risk and uncertainties and subject to change at any time. We undertake no obligation to update the information made in this release in the event facts or circumstances subsequently change after the date of this press release. We operate in a very competitive and rapidly changing environment. New risks emerge from time to time. Given these risks and uncertainties, you should not rely on or place undue reliance on these forward-looking statements. Actual events or results may differ materially from those contained in the projections or forward-looking statements. In addition to the risk factors contained in our Form 20-F for the fiscal year ended December 31, 2020, some of the factors that could cause actual results to differ materially from the forward-looking statements contained herein include, without limitation: (i) the contraction or lack of growth of markets in which we compete and in which our products are sold, (ii) unexpected increases in our expenses, including manufacturing expenses, (iii) our inability to adjust spending quickly enough to offset any unexpected revenue shortfall, (iv) delays or cancellations in spending by our customers, (v) unexpected average selling price reductions, (vi) the significant fluctuation to which our quarterly revenue and operating results are subject due to cyclicality in the wireless communications industry and transitions to new process technologies, (vii) our inability to anticipate the future market demands and future needs of our customers, (viii) our inability to achieve new design wins or for design wins to result in shipments of our products at levels and in the timeframes we currently expect, (ix) our inability to enter into and execute on strategic alliances, (x) our ability to meet performance milestones under strategic license agreements, (xi) the impact of natural disasters on our sourcing operations and supply chain, (xii) the impact of Covid-19 on the ability to operate our business and research, production of our products or demand for our products by customers whose supply chain is impacted or whose operations

Sequans reports second quarter 2021 financial results

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have been impacted by government shelter-in-place or similar orders, (xiii) our ability to raise debt and equity financing, and (xv) other factors detailed in documents we file from time to time with the Securities and Exchange Commission.

Use of Non-IFRS/non-GAAP Financial Measures

To supplement our unaudited consolidated financial statements prepared in accordance with IFRS, we disclose certain non-IFRS, or non-GAAP, financial measures. These measures exclude the non-cash stock-based compensation and the non-cash impacts of convertible debt amendments, conversions and repayments, effective interest adjustments related to the convertible debt with embedded derivatives and other financings; and deferred tax benefit or expense related to the convertible debt and other financings. We believe that these measures can be useful to facilitate comparisons among different companies. These non-GAAP measures have limitations in that the non-GAAP measures we use may not be directly comparable to those reported by other companies. We seek to compensate for this limitation by providing a reconciliation of the non-GAAP financial measures to the most directly comparable IFRS measures in the table attached to this press release.

About Sequans Communications

Sequans Communications S.A. (NYSE: SQNS) is a leading developer and provider of 5G and 4G chips and modules for IoT devices. For 5G/4G massive IoT applications, Sequans provides a comprehensive product portfolio based on its flagship Monarch LTE-M/NB-IoT and Calliope Cat 1 chip platforms, featuring industry-leading low power consumption, a large set of integrated functionalities, and global deployment capability. For 5G/4G broadband and critical IoT applications, Sequans offers a product portfolio based on its Cassiopeia 4G Cat 4/Cat 6 and high-end Taurus 5G chip platforms, optimized for low-cost residential, enterprise, and industrial applications. Founded in 2003, Sequans is based in Paris, France with additional offices in the United States, United Kingdom, Israel, Hong Kong, Singapore, Finland, Taiwan, South Korea, and China.

Visit Sequans online at www.sequans.com; www.facebook.com/sequans; www.twitter.com/sequans

Media Relations: Kimberly Tassin, +1.425.736.0569, Kimberly@sequans.com

Investor Relations: Kimberly Rogers, +1 385.831-7337, krogers@sequans.com

Condensed financial tables follow

Sequans reports second quarter 2021 financial results

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SEQUANS COMMUNICATIONS S.A.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Three months ended
(in thousands of US, except share and per share amounts) June 30, 2021 March 31, 2021 June 30, 2020
Revenue :
5,464 3,773 3,457
Total revenue 12,857 12,321 12,231
Cost of revenue
5,133 5,691 5,884
449 452 440
Total cost of revenue 5,582 6,143 6,324
Gross profit 7,275 6,178 5,907
Operating expenses :
5,848 7,254 7,512
2,297 2,294 1,871
2,507 2,460 2,082
Total operating expenses 10,652 12,008 11,465
Operating loss (3,377) (5,830) (5,558)
Financial income (expense):
(3,411) (2,711) (3,717)
1,408 (4,090) (9,141)
5,177
(964) 1,358 (505)
Loss before income taxes (1,167) (11,273) (18,921)
Income tax expense (benefit) 150 147 34
Loss
Attributable to :
(1,317) (11,420) (18,955)
Basic loss per ADS (0.04) (0.33) (0.70)
Diluted loss per ADS (0.04) (0.33) (0.70)
Weighted average number of ADS used for computing:
— Basic 37,118,845 34,664,779 27,150,562
— Diluted 37,118,845 34,664,779 27,150,562

All values are in US Dollars.

Sequans reports second quarter 2021 financial results

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SEQUANS COMMUNICATIONS S.A.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Six months ended June 30,
(in thousands of US, except share and per share amounts) 2021 2020
Revenue :
9,237 6,728
Total revenue 25,178 21,003
Cost of revenue
10,824 9,781
901 813
Total cost of revenue 11,725 10,594
Gross profit 13,453 10,409
Operating expenses :
13,102 14,933
4,591 4,135
4,967 4,687
Total operating expenses 22,660 23,755
Operating loss (9,207) (13,346)
Financial income (expense):
(6,122) (7,208)
(2,682) (14,762)
5,177 1,399
394 170
Loss before income taxes (12,440) (33,747)
Income tax expense (benefit) 297 477
Loss
Attributable to :
(12,737) (34,224)
Basic loss per ADS (0.35) (1.34)
Diluted loss per ADS (0.35) (1.34)
Weighted average number of ADS used for computing:
— Basic 35,894,642 25,502,105
— Diluted 35,894,642 25,502,105

All values are in US Dollars.

Sequans reports second quarter 2021 financial results

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SEQUANS COMMUNICATIONS S.A.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

At June 30, At Dec 31,
(in thousands of US) 2021 2020
ASSETS
$ 8,103 $ 9,187
31,535 25,312
3,414 588
374 386
43,426 35,473
5,206 6,225
7,433 17,277
806 371
2,712 962
6,609 3,264
6,724 5,110
26,500 10,900
3,783 7,574
59,773 51,683
Total assets $ 103,199 $ 87,156
EQUITY AND LIABILITIES
$ 3,642 $ 3,269
298,434 276,560
54,315 46,677
(375,946) (363,209)
(414) (423)
(19,969) (37,126)
11,364 11,203
2,172
32,912 26,074
16,611 12,395
3,852 4,762
890 851
2,241 1,874
20 19
254 2,397
68,144 61,747
16,205 15,701
10,755 14,228
6,104
1,213 1,014
6,658 3,867
9,266 13,145
10,927 8,476
55,024 62,535
Total equity and liabilities $ 103,199 $ 87,156

All values are in US Dollars.

Sequans reports second quarter 2021 financial results

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SEQUANS COMMUNICATIONS S.A.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW

Six months ended June 30,
(in thousands of US) 2021 2020
Operating activities
$ (12,440) $ (33,747)
Depreciation and impairment of property, plant and equipment 1,963 1,934
Amortization and impairment of intangible assets 3,721 2,624
Share-based payment expense 2,252 1,292
Increase in provisions 253 (40)
Interest expense, net 6,122 7,274
Change in the fair value of convertible debt embedded derivative 2,682 14,762
Impact of debt reimbursement (5,177)
Convertible debt amendment (1,399)
Foreign exchange loss (gain) (441) 127
Loss (Gain) on disposal of property, plant and equipment 7
Bad debt expense 18
Decrease (Increase) in trade receivables and other receivables 7,432 (3,709)
Decrease in inventories 1,019 802
Decrease (Increase) in research tax credit receivable (635) 1,680
Increase in trade payables and other liabilities 6,891 4,310
Decrease in contract liabilities (7,437) (5,835)
Increase (Decrease) in government grant advances 561 919
(270) (180)
Net cash flow provided by (used in) operating activities 6,503 (9,168)
Investing activities
(6,242) (2,845)
(9,535) (3,048)
(2,814) (27)
(15,600) (17,900)
24 20
Net cash flow used in investments activities (34,167) (23,800)
Financing activities
96 32
9,894 29,503
(3,341) 5,572
39,647
5,392
405
(550) (786)
(8,750)
(240)
(8,042) (2,449)
(363)
(4,480) (1,215)
Net cash flows from financing activities 23,871 36,454
(3,793) 3,486
2 (3)
7,574 14,098
Cash and cash equivalents at end of the period 3,783 17,581

All values are in US Dollars.

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SEQUANS COMMUNICATIONS S.A.

UNAUDITED RECONCILIATION OF NON-IFRS FINANCIAL RESULTS

(in thousands of US, except share and per share amounts) Three months ended
March 31, 2021 June 30, 2020
Net IFRS loss as reported
Add back
Non-cash stock-based compensation expense according to IFRS 2 (1) 1,092 1,160 625
Non-cash change in the fair value of convertible debt embedded derivative (1,408) 4,090 9,141
Non-cash interest on convertible debt and other financing (2) 1,187 1,085 1,671
Impact of debt reimbursement (5,177)
IFRS basic loss per ADS as reported (0.04) (0.33) (0.70)
Add back
Non-cash stock-based compensation expense according to IFRS 2 (1) 0.03 0.03 0.02
Non-cash change in the fair value of convertible debt embedded derivative (0.03) 0.12 0.34
Non-cash interest on convertible debt and other financing (2) 0.03 0.03 0.06
Impact of debt reimbursement (0.14) 0.00 0.00
Non-IFRS basic loss per ADS (0.15) (0.15) (0.28)
IFRS diluted loss per ADS (0.04) (0.33) (0.70)
Add back
Non-cash stock-based compensation expense according to IFRS 2 (1) 0.03 0.03 0.02
Non-cash change in the fair value of convertible debt embedded derivative (0.03) 0.12 0.34
Non-cash interest on convertible debt and other financing (2) 0.03 0.03 0.06
Impact of debt reimbursement (0.14) 0.00 0.00
Non-IFRS diluted loss per ADS (0.15) (0.15) (0.28)
(1) Included in the IFRS loss as follows:
Cost of product revenue
Research and development 513 554 266
Sales and marketing 206 217 111
General and administrative 359 374 244
(2) Related to the difference between contractual and effective interest rates

All values are in US Dollars.

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SEQUANS COMMUNICATIONS S.A.

UNAUDITED RECONCILIATION OF NON-IFRS FINANCIAL RESULTS

(in thousands of US, except share and per share amounts) Six months ended June 30,
2020
Net IFRS loss as reported
Add back
Non-cash stock-based compensation expense according to IFRS 2 (1) 2,252 1,292
Non-cash change in the fair value of convertible debt embedded derivative 2,682 14,762
Non-cash interest on convertible debt and other financing (2) 2,272 2,965
Non-cash impact of deferred tax income (loss) 398
Impact of debt reimbursement (5,177)
Non-cash impact of convertible debt amendment (1,399)
IFRS basic loss per ADS as reported (0.35) (1.34)
Add back
Non-cash stock-based compensation expense according to IFRS 2 (1) 0.06 0.05
Non-cash change in the fair value of convertible debt embedded derivative 0.07 0.57
Non-cash interest on convertible debt and other financing (2) 0.06 0.11
Non-cash impact of deferred tax income (loss) 0.00 0.02
Impact of debt reimbursement (0.14) 0.00
Non-cash impact of convertible debt amendment 0.00 (0.05)
Non-IFRS basic loss per ADS (0.30) (0.64)
IFRS diluted loss per ADS (0.35) (1.34)
Add back
Non-cash stock-based compensation expense according to IFRS 2 (1) 0.06 0.05
Non-cash change in the fair value of convertible debt embedded derivative 0.07 0.57
Non-cash interest on convertible debt and other financing (2) 0.06 0.11
Non-cash impact of deferred tax income (loss) 0.00 0.02
Impact of debt reimbursement (0.14) 0.00
Non-cash impact of convertible debt amendment 0.00 (0.05)
Non-IFRS basic loss per ADS (0.30) (0.64)
(1) Included in the IFRS loss as follows:
Cost of product revenue
Research and development 1,067 538
Sales and marketing 423 235
General and administrative 732 510
(2) Related to the difference between contractual and effective interest rates

All values are in US Dollars.