Credo Technology Group Holding Ltd 10-K

Item 8. Financial Statements and Supplementary Data CREDO TECHNOLOGY GROUP HOLDING LTD CONSOLIDATED FINANCIAL STATEMENTS Content Page Report of Independent Registered Public Accounting Firm (PCAOB ID: 42 ) 72 Consolidated Balance Sheets 76 Consolidated Statements of Operations 77 Consolidated Statements of Comprehensive Loss 78 Consolidated Statements of Convertible Preferred Shares and Shareholders’ Equity (Deficit) 79 Consolidated Statements of Cash Flows 81 Notes to Consolidated Financial Statements 82 71 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and the Board of Directors of Credo Technology Group Holding Ltd Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Credo Technology Group Holding Ltd (the Company) as of April 27, 2024 and April 29, 2023, the related consolidated statements of operations, comprehensive loss, convertible preferred shares and shareholders' equity (deficit) and cash flows for each of the three years in the period ended April 27, 2024, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at April 27, 2024 and April 29, 2023, and the results of its operations and its cash flows for each of the three years in the period ended April 27, 2024, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of April 27, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated June 24, 2024 expressed an unqualified opinion thereon. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account or disclosure to which it relates. 72 Inventory Valuation Description of the Matter The Company’s inventories totaled $25.9 million as of April 27, 2024, representing 4.3% of total assets. As explained in Note 2 to the consolidated financial statements, the Company values inventories at the lower of standard cost (which approximates actual cost determined on a first-in first-out basis) and net realizable value in each reporting period. Excess and obsolete inventory is written down to its estimated net realizable value if less than cost. Auditing management’s estimates for excess and obsolete inventory involved subjective auditor judgment because management’s assessment of whether a write down is required and the measurement of any excess of cost over net realizable value is judgmental and considers a number of qualitative factors that are affected by market and economic conditions outside the Company’s control. In particular, the excess and obsolete inventory calculations are sensitive to significant assumptions, including demand for the Company’s products, which considers adjustments to sales forecasts for specific product considerations, including but not limited to new product launches and expected industry sales growth. How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design, and tested the operating effectiveness of internal controls over the Company's excess and obsolete inventory write-down process. This included controls over management’s assessment of inventory valuation, including the determination of forecasted usage of inventories. Our audit procedures included, among others, evaluating the significant assumptions stated above and testing the completeness and accuracy of the underlying data used in management’s excess and obsolete inventory valuation assessment. We evaluated inventory levels compared to forecasted product demand, historical sales and specific product considerations. We also assessed the historical accuracy of management’s estimates and performed sensitivity analyses over the significant assumptions to evaluate the changes in the excess and obsolete inventory estimates that would result from changes in the underlying assumptions. /s/ Ernst & Young LLP We have served as the Company’s auditor since 2018. San Jose, California June 24, 2024 73 Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of Credo Technology Group Holding Ltd Opinion on Internal Control Over Financial Reporting We have audited Credo Technology Group Holding Ltd’s internal control over financial reporting as of April 27, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Credo Technology Group Holding Ltd (the Company) maintained, in all material respects, effective internal control over financial reporting as of April 27, 2024, based on the COSO criteria. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of April 27, 2024 and April 29, 2023, the related consolidated statements of operations, comprehensive loss, convertible preferred shares and shareholders' equity (deficit) and cash flows for each of the three years in the period ended April 27, 2024, and the related notes and our report dated June 24, 2024 expressed an unqualified opinion thereon. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk 74 that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Ernst & Young LLP San Jose, California June 24, 2024 75 Credo Technology Group Holding Ltd Consolidated Balance Sheets (in thousands, except per share amounts) April 27, 2024 April 29, 2023 Assets Current Assets: Cash and cash equivalents $ 66,942 $ 108,583 Short-term investments 343,061 109,228 Accounts receivable 59,662 49,541 Inventories 25,907 46,023 Contract assets 21,562 9,445 Prepaid expenses and other current assets 13,131 5,412 Total current assets 530,265 328,232 Property and equipment, net 43,665 40,222 Right of use assets 13,077 14,860 Other non-current assets 14,925 13,975 Total assets $ 601,932 $ 397,289 Liabilities and Shareholders' Equity Current Liabilities: Accounts payable $ 13,417 $ 6,067 Accrued compensation and benefits 9,000 6,471 Accrued expenses and other current liabilities 18,301 14,454 Deferred revenue 3,902 4,040 Total current liabilities 44,620 31,032 Non-current operating lease liabilities 11,133 12,869 Other non-current liabilities 5,981 5,753 Total liabilities 61,734 49,654 Commitments and contingencies (Note 7) Shareholders' equity: Ordinary shares, $ 0.00005 par value; 1,000,000 shares authorized; 164,305 and 148,651 shares issued and outstanding at April 27, 2024 and April 29, 2023, respectively 8 7 Additional paid in capital 676,054 454,795 Accumulated other comprehensive loss ( 519 ) ( 191 ) Accumulated deficit ( 135,345 ) ( 106,976 ) Total shareholders' equity 540,198 347,635 Total liabilities and shareholders' equity $ 601,932 $ 397,289 The accompanying notes are an integral part of these consolidated financial statements. 76 Credo Technology Group Holding Ltd Consolidated Statements of Operations (in thousands, except per share amounts) Year Ended April 27, 2024 April 29, 2023 April 30, 2022 Revenue: Product sales $ 145,048 $ 141,475 $ 73,721 Product engineering services 19,898 10,780 7,741 IP license 28,024 31,939 25,015 Total revenue 192,970 184,194 106,477 Cost of revenue: Cost of product sales revenue 70,498 75,143 40,082 Cost of product engineering services revenue 2,225 972 1,918 Cost of IP license revenue 816 1,885 462 Total cost of revenue 73,539 78,000 42,462 Gross profit 119,431 106,194 64,015 Operating expenses: Research and development 95,531 76,774 47,949 Selling, general and administrative 60,193 48,248 34,900 Impairment charges 765 2,407 3,134 Total operating expenses 156,489 127,429 85,983 Operating loss ( 37,058 ) ( 21,235 ) ( 21,968 ) Other income (expense), net 14,313 3,321 ( 245 ) Loss before income taxes ( 22,745 ) ( 17,914 ) ( 22,213 ) Provision (benefit) for income taxes 5,624 ( 1,367 ) ( 37 ) Net loss $ ( 28,369 ) $ ( 16,547 ) $ ( 22,176 ) Net loss per share: Basic and diluted $ ( 0.18 ) $ ( 0.11 ) $ ( 0.25 ) Weighted-average shares used in computing net loss per share: Basic and diluted 155,091 146,556 88,398 The accompanying notes are an integral part of these consolidated financial statements. 77 Credo Technology Group Holding Ltd Consolidated Statements of Comprehensive Loss (in thousands) Year Ended April 27, 2024 April 29, 2023 April 30, 2022 Net loss $ ( 28,369 ) $ ( 16,547 ) $ ( 22,176 ) Other comprehensive loss: Foreign currency translation loss ( 328 ) ( 214 ) ( 204 ) Total comprehensive loss $ ( 28,697 ) $ ( 16,761 ) $ ( 22,380 ) The accompanying notes are an integral part of these consolidated financial statements. 78 Credo Technology Group Holding Ltd Consolidated Statements of Convertible Preferred Shares and Shareholders’ Equity (Deficit) (in thousands, except share amounts) Convertible Preferred Shares Ordinary Shares Additional Paid-in Capital Accumulated Other Comprehensive Income (Loss) Accumulated Deficit Total Shareholders’ Equity (Deficit) Number of Shares Amount Number of Shares Amount Balances at April 30, 2021 50,809 $ 197,965 68,282 $ 3 $ 12,592 $ 227 $ ( 68,253 ) $ ( 55,431 ) Issuance of Series D convertible preferred shares, net of issuance costs 1,251 7,245 — — — — — — Conversion of preferred shares into ordinary shares ( 52,060 ) ( 205,210 ) 52,060 3 205,207 — — 205,210 Issuance of ordinary shares in connection with initial public offering, net of offering costs — — 21,384 1 194,204 — — 194,205 Ordinary shares issued under employee share incentive plans — — 3,029 — 2,731 — — 2,731 Share-based compensation — — — — 9,188 — — 9,188 Warrant contra revenue — — — — 640 — — 640 Total comprehensive gain (loss) — — — — — ( 204 ) ( 22,176 ) ( 22,380 ) Balances at April 30, 2022 — $ — 144,755 $ 7 $ 424,562 $ 23 $ ( 90,429 ) $ 334,163 Ordinary shares issued under employee share incentive plans — — 3,896 — 5,497 — — 5,497 Share-based compensation — — — — 23,516 — — 23,516 Warrant contra revenue — — — — 1,220 — — 1,220 Total comprehensive loss — — — — — ( 214 ) ( 16,547 ) ( 16,761 ) Balances at April 29, 2023 — $ — 148,651 $ 7 $ 454,795 $ ( 191 ) $ ( 106,976 ) $ 347,635 79 Convertible Preferred Shares Ordinary Shares Additional Paid-in Capital Accumulated Other Comprehensive Income (Loss) Accumulated Deficit Total Shareholders’ Equity (Deficit) Number of Shares Amount Number of Shares Amount Issuance of common stock in connection with secondary public offering, net of offering costs — — 10,440 1 173,415 — — 173,416 Ordinary shares issued under employee share incentive plans — — 5,329 — 7,055 — — 7,055 Tax withheld related to RSU settlement — — ( 115 ) — ( 2,158 ) — — ( 2,158 ) Share-based compensation — — — — 39,022 — — 39,022 Warrant contra revenue — — — — 3,925 — — 3,925 Total comprehensive loss — — — — — ( 328 ) ( 28,369 ) ( 28,697 ) Balances at April 27, 2024 — $ — 164,305 $ 8 $ 676,054 $ ( 519 ) $ ( 135,345 ) $ 540,198 The accompanying notes are an integral part of these consolidated financial statements. 80 Credo Technology Group Holding Ltd Consolidated Statements of Cash Flows (in thousands) Year Ended April 27, 2024 April 29, 2023 April 30, 2022 Cash flows from operating activities: Net loss $ ( 28,369 ) $ ( 16,547 ) $ ( 22,176 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 13,771 9,514 4,793 Share-based compensation 39,022 23,516 9,188 Warrant contra revenue 3,925 1,220 640 Write-downs for excess and obsolete inventory 4,354 5,693 1,444 Impairment of assets 765 2,407 4,887 Changes in operating assets and liabilities Accounts receivable ( 10,121 ) ( 20,017 ) ( 15,879 ) Inventories 15,762 ( 24,379 ) ( 21,677 ) Contract assets ( 12,117 ) 1,609 ( 4,673 ) Prepaid and other current assets ( 7,719 ) 512 2,808 Other non-current assets ( 654 ) ( 7,977 ) ( 1,654 ) Accounts payable 8,806 ( 3,843 ) 4,748 Accrued expenses, compensation and other liabilities 5,703 491 9,601 Deferred revenue ( 391 ) 3,186 ( 2,882 ) Net cash provided by (used in) operating activities 32,737 ( 24,615 ) ( 30,832 ) Cash flows from investing activities: Purchases of property and equipment ( 15,652 ) ( 21,713 ) ( 17,580 ) Purchases of short-term investments ( 403,587 ) ( 159,228 ) — Maturities of short-term investments 169,754 50,000 — Net cash used in investing activities ( 249,485 ) ( 130,941 ) ( 17,580 ) Cash flows from financing activities: Proceeds from issuance of ordinary shares in connection with public offering, net of offering costs 173,431 — 194,205 Payments on technology license obligations ( 3,052 ) ( 616 ) — Proceeds from employee share incentive plans 7,055 5,501 2,731 Tax withheld related to RSU settlement ( 2,158 ) — — Proceeds from issuance of convertible preferred shares, net of issuance costs — — 7,245 Net cash provided by financing activities 175,276 4,885 204,181 Effect of exchange rate changes on cash ( 169 ) ( 68 ) ( 204 ) Net increase (decrease) in cash and cash equivalents ( 41,641 ) ( 150,739 ) 155,565 Cash and cash equivalents at beginning of the year 108,583 259,322 103,757 Cash and cash equivalents at end of the year $ 66,942 $ 108,583 $ 259,322 Supplemental cash flow information: Income taxes paid $ ( 1,054 ) $ ( 1,204 ) $ ( 427 ) Purchases of property and equipment included in accounts payable, accrued expenses and other liabilities $ 8,287 $ 10,909 $ 168 Conversion of convertible preferred shares into ordinary shares upon initial public offering $ — $ — $ 205,210 The accompanying notes are an integral part of these consolidated financial statements. 81 Credo Technology Group Holding Ltd Notes to Consolidated Financial Statements 1. Description of Business and Basis of Presentation Credo Technology Group Holding Ltd was formed as an exempted company under the laws of the Cayman Islands in September 2014. Credo Technology Group Holding Ltd directly owns Credo Technology Group Ltd., which owns, directly and indirectly, all of the shares of its subsidiaries in mainland China, Hong Kong, and the United States (U.S.). References to the “Company” in these notes refer to Credo Technology Group Holding Ltd and its subsidiaries on a consolidated basis, unless otherwise specified. The Company is an innovator in providing secure, high-speed connectivity solutions that deliver improved power and cost efficiency. The Company’s connectivity solutions are optimized for optical and electrical Ethernet applications, including the 100G, 200G, 400G, 800G and emerging 1.6T markets. The Company’s products are based on its Serializer/Deserializer (SerDes) and Digital Signal Processor (DSP) technologies. The Company’s product families include integrated circuits (ICs), Active Electrical Cables (AECs) and SerDes Chiplets. The Company’s intellectual property (IP) solutions consist primarily of SerDes IP licensing. Basis of Presentation These consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (GAAP). The consolidated financial statements include the results of Credo Technology Group Holding Ltd and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Effective May 1, 2022, the Company changed its fiscal year to a 52- or 53-week period ending on the Saturday closest to April 30. The additional week in a 53-week year is added to the first quarter, making such quarter consist of 14 weeks. Accordingly, every fifth or sixth fiscal year will have a 53-week period. Our fiscal year ended April 27, 2024 (fiscal year 2024) is a 52-week fiscal year. Fiscal year 2025, ending May 3, 2025, is a 53-week fiscal year. Reclassifications Certain prior period balances were reclassified to conform to the current period’s presentation. None of these reclassifications had an impact on reported net loss or cash flows for any of the periods presented. Public Offering of Shares On January 31, 2022, the Company completed an initial public offering (the “IPO”) of 20,000 thousand of its ordinary shares, par value $ 0.00005 per share (the “Shares”), at a public offering price of $ 10.00 per share. The Company sold 18,384 thousand Shares and certain existing shareholders sold an aggregate of 1,616 thousand Shares. The Company received net proceeds of $ 171.9 million after deducting underwriting discounts and commissions. Immediately prior to the Closing, all of the Company’s outstanding Series A convertible preferred shares, Series B convertible preferred shares, Series C convertible preferred shares, Series D convertible preferred shares and Series D+ convertible preferred shares (collectively, the “Preferred Shares”) automatically converted into ordinary shares on a one -for-one basis, and such Preferred Shares were cancelled, retired and eliminated from the shares that the Company is authorized to issue and shall not be reissued by the Company. In connection with the IPO, the underwriters were granted a 30-day option to purchase from the Company up to an additional 3,000 thousand of the Company’s ordinary shares at the public offering price, less underwriting discounts and commissions. On February 7, 2022, the underwriters exercised the option to purchase additional shares in full, which purchase closed on February 10, 2022. The Company received net proceeds of $ 28.1 million after deducting underwriting discounts and commissions. The 82 Credo Technology Group Holding Ltd Notes to Consolidated Financial Statements Company incurred total IPO offering costs of $ 5.7 million, which were recorded as a reduction in additional paid-in capital as of April 30, 2022. On December 8, 2023, the Company completed a public offering of 11,500 thousand of its ordinary shares, par value of $ 0.00005 per share, at $ 17.50 per share. The Company sold 10,440 thousand shares and certain existing shareholders sold an aggregate of 1,060 thousand shares. The Company received net proceeds of $ 173.4 million after deducting offering costs. 2. Significant Accounting Policies Use of Estimates The preparation of these consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the Company’s consolidated financial statements and accompanying notes. The Company bases its estimates and judgments on historical experience, knowledge of current conditions and beliefs of what could occur in the future, given the available information. Estimates are used for, but not limited to, write-down for excess and obsolete inventories, the standalone selling price for each distinct performance obligation included in customer contracts with multiple performance obligations, variable consideration from revenue contracts, determination of the fair value of share-based awards and customer warrant, the realizability of tax assets and estimates of tax reserves, impairment of long-lived assets, and incremental borrowing rate used in the Company’s operating lease calculations. Actual results may differ from those estimates and such differences may be material to the financial statements. As new events continue to evolve and additional information becomes available, any changes to these estimates and assumptions will be recognized in the consolidated financial statements as soon as they become known. Foreign Currency All of the Company’s subsidiaries use U.S. dollars as their functional currency, except for its entities located in Taiwan and mainland China. The functional currencies of these entities are their respective local currency. Foreign currency assets and liabilities are remeasured into the functional currencies at the end-of-period exchange rates except for non-monetary assets and liabilities, which are remeasured at historical exchange rates. Revenue and expenses are remeasured at the exchange rates in effect during the period the transactions occurred, except for those expenses related to balance sheet amounts, which are remeasured at historical exchange rates. Gains or losses from foreign currency transactions are included in the consolidated statements of operations as part of ‘other income (expense), net’. Translation gains and losses are recorded in accumulated other comprehensive income as a component of shareholders' equity (deficit). Cash, Cash Equivalents and Short-term Investments Cash and cash equivalents are highly liquid investments with insignificant interest rate risk and maturities of three months or less at the time of acquisition. Cash and cash equivalents consist primarily of cash balances in the Company’s bank checking and savings accounts, and government and institutional money market funds. Investments not considered cash equivalents and with maturities of one year or less from the consolidated balance sheet date are classified as short-term investments. Short-term investments consist of certificates of deposit with original maturity dates between three and twelve months. The classification of our short-term investments is determined at the time of purchase, and such determination is reevaluated at each balance sheet date. Our short-term investments include certificates of deposit, which are classified as held-to-maturity. These investments are recorded at amortized cost basis. If the cost of an individual investment exceeds its fair value, we evaluate, among other factors, 83 Credo Technology Group Holding Ltd Notes to Consolidated Financial Statements general market conditions, the duration and extent to which the fair value is less than cost, and our intent and ability to hold the investment. Once a decline in fair value is determined to be other-than-temporary, an impairment charge is recorded and a new cost basis in the investment is established. Accounts Receivable Accounts receivable are recorded at the invoiced amount, net of allowance for credit losses. The Company performs periodic credit evaluations of its customers’ financial condition and does not require collateral from them. The Company assesses the collectability by reviewing accounts receivable on a customer-by-customer basis. To manage credit risk, management performs ongoing credit evaluations of the customers’ financial condition, monitors payment performance, and assesses current economic conditions, as well as reasonable and supportable forecasts of future economic conditions, that may affect collectability of the outstanding receivables. Management does not believe that an allowance for credit losses is needed as of April 27, 2024 or April 29, 2023 based on review of credit worthiness of the customers and their payment histories. Inventory The Company values its inventory, which includes raw materials, assembly and test, and other manufacturing costs, at the lower of cost and net realizable value. Cost is computed using standard cost, which approximates actual cost, on a first-in, first-out basis. Net realizable value is the estimated selling price of the Company’s products in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. The Company regularly reviews inventory quantities on hand and records write-downs for excess and obsolete inventory based primarily on the shipment history and its estimated forecast of product demand. These factors are impacted by market and economic conditions, technology changes, new product introductions and changes in strategic direction. If the future demand for the Company’s services and products is less favorable than the Company’s forecasts, the value of the inventories may be required to be reduced, which could result in additional expense to the Company and affect its results of operations. Once inventory is written down, its new value is maintained until it is sold, scrapped, or written down for further valuation losses. Property and Equipment, Net Property and equipment are stated at cost, net of accumulated depreciation and amortization. Additions, improvements and major renewals are capitalized, and maintenance, repairs and minor renewals are expensed as incurred. Assets are held in construction in progress until placed in service, upon which date, the Company begins to depreciate these assets. When assets are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in the consolidated statements of income in the period realized. Depreciation and amortization is computed using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized over the shorter of the lease term or the estimated useful life of the assets. Useful lives by asset category are as follows: Asset Category Useful Life (in years) Computer equipment and software 3 Furniture and fixtures 3 Laboratory equipment 5 Production equipment 5 Leases The Company determines if an arrangement is a lease at inception. Operating lease right-of-use (ROU) assets and liabilities are recognized at the commencement date of the lease based on the present value of lease payments over the lease term. Operating lease ROU assets also include any initial direct 84 Credo Technology Group Holding Ltd Notes to Consolidated Financial Statements costs and prepayments less lease incentives. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise such options. As the Company's leases do not provide an implicit rate, the Company uses its collateralized incremental borrowing rate based on the information available at the lease commencement date, including lease term, in determining the present value of lease payments. Lease expense for these leases is recognized on a straight line basis over the lease term. Impairment of Long-lived Assets The Company assesses the impairment of long-lived assets, which consist primarily of property and equipment, whenever events or changes in circumstances indicate that such assets might be impaired and the carrying value may not be recoverable. Events or changes in circumstances that may indicate that an asset is impaired include significant decreases in the market value of an asset, significant underperformance relative to expected historical or projected future results of operations, a change in the extent or manner in which an asset is utilized, significant declines in the estimated fair value of the overall Company for a sustained period, shifts in technology, loss of key management or personnel, changes in the Company’s operating model or strategy and competitive forces. If events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable and the expected undiscounted future cash flows attributable to the asset are less than the carrying amount of the asset, an impairment loss equal to the excess of the asset’s carrying value over its fair value is recorded. Fair value is determined based on the present value of estimated expected future cash flows using a discount rate commensurate with the risk involved, quoted market prices or appraised values, depending on the nature of the asset. Revenue Recognition The Company’s revenues consist of sale of its products, licensing of its IP and providing product and IP license engineering services. Product sales consists of shipment of its ICs and AEC products. IP license revenue includes fees from licensing of the Company’s SerDes IP and related support and royalties. Product and IP license engineering services revenue consists of engineering fees associated with integration of the Company’s technology solutions into its customers’ products and IP, respectively. The Company’s customers are primarily original equipment manufacturers who design and manufacture end market devices for the communications and enterprise networks markets. The Company’s revenue is driven by various trends in these markets. The Company’s revenue is also impacted by changes in the number and average selling prices of its IC products. The Company recognizes revenue upon transfer of control of promised goods and services in an amount that reflects the consideration it expects to receive in exchange for those goods and services. Where an arrangement includes multiple performance obligations, the transaction price is allocated to these on a relative standalone selling price (SSP) basis. The Company determines the SSP based on an observable standalone selling price when it is available, as well as other factors, including the price charged to customers and the Company’s overall pricing objectives, while maximizing observable inputs. When SSPs are not directly observable, the Company uses the adjusted market assessment approach or residual approach, if applicable. The determination of the SSP for certain of the Company’s IP requires an estimate of the fair value under the income approach, involving the estimation of future cash flow expected to be generated from the IP. The Company also considers the constraint on estimates of variable consideration when estimating the total transaction price. The Company’s policy is to record revenue net of any applicable sales, use or excise taxes. Changes in the Company’s contract assets and contract liabilities primarily result from the timing difference between the Company’s performance and the customer’s payment. The Company fulfills its obligations under a contract with a customer by transferring products or services in exchange for consideration from the customer. The Company recognizes a contract asset when it transfers products or services to a customer and the right to consideration is conditional on something other than the passage of time. Accounts receivable are recorded when the customer has been billed or the right to consideration is unconditional. The Company recognizes deferred 85 Credo Technology Group Holding Ltd Notes to Consolidated Financial Statements revenue when it has received consideration or an amount of consideration is due from the customer and it has a future obligation to transfer products or services. Product Sales - The Company transacts with customers primarily pursuant to standard purchase orders for delivery of products and generally allows customers to cancel or change purchase orders within limited notice periods prior to the scheduled shipment date. The Company offers standard performance warranties of twelve months after product delivery and offers limited product return rights to certain distributors. The Company recognizes product sales when it transfers control of promised goods in an amount that reflects the consideration to which it expects to be entitled to in exchange for those goods, net of accruals for estimated sales returns and rebates. As of April 27, 2024 and April 29, 2023, the sales returns and rebate reserves were not material. Product Engineering Services Revenue - Some product revenue contracts include non-recurring engineering services deliverables. The Company recognizes revenue from these agreements over time as services are provided or at point in time upon completion and acceptance by the customer of contract deliverables, depending on the terms of the arrangement. Revenue is deferred for any amounts billed or received prior to delivery of services. The Company believes the input method, based on time spent by its engineers, best depicts the efforts expended to transfer services to the customers. IP License Revenue - The Company’s IP license revenue consists of perpetual licenses, support and maintenance, engineering services and royalties. The Company enters into perpetual semiconductor IP license agreements, that have a fixed fee, whereby licensees pay a fixed fee for the right to incorporate the Company’s IP technologies into the licensee’s products. The IP license agreements do not typically grant the customer the right to terminate for convenience. Where such rights exist, termination is prospective, with no refund of fees already paid by the customer. IP revenue recognition is dependent on the nature and terms of each agreement. The Company recognizes license revenue at the point of time of the delivery of the IP. In connection with the license arrangements, the Company offers support to assist customers in qualifying their final product. Revenue from customer support is deferred and recognized ratably over the support period, which is typically one year. Some IP license revenue contracts also include non-recurring engineering services deliverables, which were not material for any of the periods presented. The Company recognizes revenue from these agreements similar to the method described under the caption “Product Engineering Services Revenue” above. In certain cases, the Company also charges licensees royalties related to the distribution or sale of products that use its technologies. Such royalties are reported to us on a quarterly basis. The Company estimates the sales-based royalties earned each quarter primarily based on its customers’ reporting of sales activity incurred in that quarter. The Company recognizes the estimated royalty revenue when it is probable that reversal of such amounts will not occur. Any differences between actual royalties owed by a customer and the quarterly estimates are recognized when updated information becomes available. Customer Warrant The Company accounts for the warrant issued to Amazon.com NV Investment Holdings LLC as an equity instrument, based on the specific terms of the warrant agreement. When management determines that it is probable that a tranche of the warrant will vest and we recognize the related revenue, the grant date fair value of the associated tranche will be recognized in shareholders’ equity (deficit) and the underlying expense will be amortized as a reduction of revenue in proportion to the amount of related revenue recognized. Cost of Revenue Cost of revenue includes cost of materials, including wafers processed by third-party foundries, cost associated with packaging and assembly, testing and shipping, cost of personnel, including share-based compensation, depreciation of equipment associated with manufacturing support, logistics and quality 86 Credo Technology Group Holding Ltd Notes to Consolidated Financial Statements assurance, warranty cost, amortization of intellectual property purchased from third-parties, write-down of inventories, and amortization and impairment of production equipment no longer in use. Cost of revenue includes cost of product sales revenue, cost of product engineering services revenue and cost of IP license revenue. Shipping and Handling Costs Shipping and handling costs incurred for delivery to customers are expensed as incurred and are included in selling, general and administrative expenses in the Company’s Consolidated Statements of Operations. Research and Development Research and development expenses consist of costs incurred in performing research and development activities and includes salaries, share-based compensation, employee benefits, occupancy costs, pre-production engineering mask costs, overhead costs and prototype wafer, packaging and test costs. Research and development costs are expensed as incurred. Convertible Preferred Shares The Company recorded all shares of convertible preferred shares at their respective fair values less issuance costs on the dates of issuance. Share-Based Compensation The Company records compensation expense in connection with share-based awards granted to employees and non-employees in accordance with guidance related to share-based payments. This guidance requires that all share-based compensation be recognized as an expense in the consolidated financial statements and that such cost be measured at the fair value of the award. The Company amortizes share-based compensation expense under the straight-line attribution method over the vesting period of the share-based award. The Company has elected to use the Black-Scholes option pricing model to determine the fair value of ordinary share options on the dates of grant. Calculating the fair value of share options using the Black-Scholes model requires inputs and assumptions, including the fair value of the Company’s ordinary shares, the expected term of share options and share price volatility. The Company estimates the expected life of options granted based on the simplified method. The Company estimates the volatility of its ordinary shares on the date of grant based on the Company’s historical stock price volatility. The Company has not paid and has no current plans to pay dividends. The Company accounts for forfeitures as they occur. The fair value of each restricted share unit is estimated based on the market price of the Company’s ordinary share on the date of grant. The fair value of each share issued under the Company’s employee share purchase plan is estimated based on the Black-Scholes option pricing model. Prior to the IPO, the absence of an active market for the Company’s ordinary shares required its board of directors, the members of which the Company believed had extensive business, finance and venture capital experience, to determine the fair value of its ordinary shares for purposes of granting options and for calculating share-based compensation expense for the periods presented. The Company obtained contemporaneous third-party valuations to assist the board of directors in determining fair value. These contemporaneous third-party valuations used the methodologies, approaches and assumptions consistent with the American Institute of Certified Public Accountants Practice Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation. All options granted were intended to be exercisable at a price per share not less than the fair value of the shares underlying those options on their respective dates of grant. 87 Credo Technology Group Holding Ltd Notes to Consolidated Financial Statements Income Taxes The Company is subject to income taxes in the United States and certain foreign jurisdictions. Significant judgment is required in determining the Company’s provision for income taxes and income tax assets and liabilities, including evaluating uncertainties in the application of accounting principles and complex tax laws. The Company uses the asset and liability method to account for income taxes. Current income tax expense or benefit represents the amount of income taxes expected to be payable or refundable for the current year. Under this method, deferred income tax assets and liabilities are determined based on differences between the financial statement reporting and tax bases of assets and liabilities and net operating loss and credit carryforward. Deferred tax assets and liabilities are measured using enacted tax rates applied to taxable income in the years in which those temporary differences are expected to be recovered or settled. A valuation allowance is established when necessary to reduce deferred tax assets to the amount expected to be realized. The Company accounts for uncertain tax positions in accordance with ASC 740‑10, Accounting for Uncertainty in Income Taxes . The Company recognizes the tax effects of an uncertain tax position only if such position is more likely than not to be sustained based solely on its technical merits as of the reporting date and only in an amount more likely than not to be sustained upon review by the tax authorities. Interest and penalties related to uncertain tax positions are classified in the consolidated financial statements as income tax expense. Net Loss Per Share Basic net loss per share is computed using the weighted average number of common shares outstanding during the period. Diluted net loss per share is computed using the weighted average number of ordinary and potentially dilutive shares outstanding during the period using the treasury stock method. Under the treasury stock method, the effect of equity awards outstanding is not included in the computation of diluted net loss per share for periods when their effect is anti-dilutive. Segment Information Operating segments are identified as components of an enterprise about which discrete financial information is available for evaluation by the chief operating decision-maker (CODM) in deciding resource allocation and assessing performance. The Company’s Chief Executive Officer is its CODM. The Company’s CODM reviews financial information presented on a consolidated basis for the purposes of making operating decisions, allocating resources and evaluating financial performance. Consequently, the Company has determined it operates and manages its business in one operating and one reportable segment. See “Note 14 — Segment and Geographic Information” for the Company’s revenue by country and location of long-lived assets. Recent Accounting Pronouncements Not Yet Adopted In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280) Improvements to Reportable Segment Disclosures, which requires disclosure of incremental segment information on an annual and interim basis. This standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, and requires retrospective application to all prior periods presented in the financial statements. The Company is evaluating the impact that this new standard will have on its consolidated financial statements and disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) Improvements to Income Tax Disclosures , which requires disclosure of disaggregated income taxes paid, prescribes standard categories for the components of the effective tax rate reconciliation, and modifies other income tax-related disclosures. This standard is effective for fiscal years beginning after May 4, 2025, and may be 88 Credo Technology Group Holding Ltd Notes to Consolidated Financial Statements applied on a retrospective or prospective basis. The Company is currently evaluating the impact of adopting this guidance on its consolidated financial statements and disclosures. 3. Concentrations Financial instruments that subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, short-term investments, and accounts receivable. Cash is placed in major financial institutions around the world. The Company’s cash deposits exceed insured limits. Short-term investments are subject to counterparty risk up to the amount presented on the balance sheet. Historically, a relatively small number of customers have accounted for a significant portion of the Company’s revenue. The particular customers which account for revenue concentration have varied from period to period as a result of the addition of new contracts, completion of existing contracts, and the volumes and prices at which the customers have recently bought the Company’s products. These variations are expected to continue in the foreseeable future. The following table summarizes the significant customers’ accounts receivable and revenue as a percentage of total accounts receivable and total revenue, respectively: Accounts Receivable April 27, 2024 April 29, 2023 Customer A 53 % 54 % Customer B 23 % * Customer C * 22 % Year Ended Revenue April 27, 2024 April 29, 2023 April 30, 2022 Customer A 39 % 46 % * Customer B 15 % * * Customer C * 12 % 11 % Customer D * * 30 % Customer E * 13 % 18 % Customer F * * 10 % * Less than 10% of total accounts receivable or total revenue. The Company believes that the concentration of credit risk in its trade receivables is substantially mitigated by the high level of credit worthiness of its customers and the relatively short collection terms. The Company performs ongoing credit evaluations of its customers’ financial conditions and limits the amount of credit extended when deemed necessary based upon payment history and the customer’s current credit worthiness, but generally require no collateral. The Company currently outsources all of its integrated circuit manufacturing to Taiwan Semiconductor Manufacturing Company Limited with the remaining assembly and testing processes outsourced to other subcontractors primarily in Asia. Any disruption of or interference with the Company’s access to the goods or services from these subcontractors would impact the Company’s operations. 4. Revenue Recognition Contract Balances The contract assets are primarily related to the Company’s fixed-fee IP licensing arrangements and rights to consideration for performance obligations delivered but not billed as of April 27, 2024 and April 29, 2023. 89 Credo Technology Group Holding Ltd Notes to Consolidated Financial Statements During the year ended April 27, 2024, the Company recognized $ 4.1 million of revenue that was included in the deferred revenue balance as of April 29, 2023. During the year ended April 29, 2023, the Company recognized $ 1.2 million of revenue that was included in the deferred revenue balance as of April 30, 2022. During the year ended April 30, 2022, the Company recognized $ 4.0 million of revenue that was included in the deferred revenue balance as of April 30, 2021. During the year ended April 27, 2024, the increase in contract assets of $ 12.9 million was primarily driven by IP licensing and engineering services arrangements where certain billing milestones were reached during fiscal 2024 while the criteria for recognition of revenue had previously been met. During the year ended April 27, 2024, the decrease in deferred revenue of $ 0.4 million was primarily due to revenue recognized from a customer advance. Remaining Performance Obligations Revenue allocated to remaining performance obligations represents the transaction price allocated to the performance obligations that are unsatisfied, or partially unsatisfied, which includes unearned revenue and amounts that will be invoiced and recognized as revenue in future periods. The contracted but unsatisfied performance obligation was approximately $ 11.6 million and the satisfied but unrecognized performance obligations was approximately $ 1.5 million as of April 27, 2024, which the Company expects to recognize over the next fiscal year. The Company applied a performance constraint on the satisfied but unrecognized performance obligation due to uncertainty around the collectability of milestone payments. The Company had previously applied performance constraints on certain milestones relating to an IP licensing and development contract for a total cash consideration of $ 43.5 million, executed in fiscal 2022. As of April 27, 2024, the Company released the constraint on the last milestone, resulting in recognition of $ 10.0 million of revenue in the year ended April 27, 2024. Customer Warrant During fiscal year 2022, the Company issued a warrant to Amazon.com NV Investment Holdings LLC (Holder) to purchase an aggregate of up to 4,080 thousand of our ordinary shares at an exercise price of $ 10.74 per share (the “Customer Warrant”). The exercise period of the Warrant is through the seven th anniversary of the issue date. Upon issuance of the Warrant, 40 thousand of the shares issuable upon exercise of the Warrant vested immediately and the remainder of the shares issuable will vest in tranches over the contract term based on the amount of global payments by Holder and its affiliates to us, up to $ 201.0 million in aggregate payments. A total of 1,080 thousand and 80 thousand Warrant shares were vested as of April 27, 2024 and April 29, 2023, respectively. The grant date fair value of the Warrant share was determined at $ 4.65 per share using the Black-Scholes option pricing model. The grant date fair value of the Warrant share was estimated using the following assumptions: At Grant Date Expected volatility 40.00 % Weighted-average expected term (in years) 7 Risk-free interest rate 1.41 % Dividend yield — % Fair value per ordinary share $ 10.74 During the fiscal years ended April 27, 2024, April 29, 2023 and April 30, 2022, the Company recognized $ 3.9 million, $ 1.2 million and $ 0.6 million, respectively, as contra revenue within the product sales revenue on the consolidated statements of operations. 90 Credo Technology Group Holding Ltd Notes to Consolidated Financial Statements 5. Fair Value Measurements Fair value is an exit price representing the amount that would be received in the sale of an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. As a basis for considering such assumptions, the accounting guidance establishes a three-tier value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value: Level 1 - Observable inputs that reflect quoted prices for identical assets or liabilities in active markets. Level 2 - Other inputs that are directly or indirectly observable in the marketplace. Level 3 - Unobservable inputs that are supported by little or no market activity. The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The Company measures the fair value of money market funds using Level 1 inputs. The Company’s certificates of deposit are classified as held to maturity securities as the Company intends to hold until their maturity dates. The certificates of deposit are valued using Level 2 inputs. Pricing sources may include industry standard data providers, security master files from large financial institutions, and other third -party sources used to determine a daily market value. The following tables present the fair value of the financial instruments measured on a recurring basis as of April 27, 2024 and April 29, 2023 (in thousands). April 27, 2024 Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 57,175 $ — $ — $ 57,175 Short-term investments: Certificates of deposit — 343,061 — 343,061 Total cash equivalents and short-term investments $ 57,175 $ 343,061 $ — $ 400,236 April 29, 2023 Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 99,119 $ — $ — $ 99,119 Short-term investments: Certificates of deposit — 109,228 — 109,228 Total cash equivalents and short-term investments $ 99,119 $ 109,228 $ — $ 208,347 The carrying amount of the Company’s financial instruments, including cash equivalents, short-term investments, accounts receivable and accounts payable, approximate their respective fair values because of their short maturities. As of April 27, 2024 and April 29, 2023, there were no unrealized loss or gains associated with the Company’s financial instruments. The interest income recognized during the years ended April 27, 2024 and April 29, 2023 was $ 15.3 million and $ 4.7 million, respectively. 91 Credo Technology Group Holding Ltd Notes to Consolidated Financial Statements 6. Supplemental Financial Information Inventories Inventories consisted of the following (in thousands): April 27, 2024 April 29, 2023 Raw materials $ 9,415 $ 17,456 Work in process 7,470 7,200 Finished goods 9,022 21,367 $ 25,907 $ 46,023 Property and Equipment, Net Property and equipment consisted of the following (in thousands): April 27, 2024 April 29, 2023 Computer equipment and software $ 18,271 $ 13,942 Laboratory equipment 19,840 15,577 Production equipment 27,608 19,783 Leasehold improvements 2,525 2,005 Others 534 632 Construction in progress 3,616 6,300 72,394 58,238 Less: accumulated depreciation and amortization ( 28,729 ) ( 18,017 ) $ 43,665 $ 40,222 Depreciation and amortization expense, excluding the assets impairment charges, for the years ended April 27, 2024, April 29, 2023 and April 30, 2022, was $ 13.8 million, $ 9.5 million, and $ 4.8 million, respectively. Construction in progress and production equipment primarily includes mask set costs capitalized relating to the Company’s products. During the years ended April 27, 2024, April 29, 2023 and April 30, 2022, the Company recorded impairment charges of $ 0.8 million, $ 2.4 million and $ 4.9 million, respectively. Generally, the impairment charges were related to impairment of property and equipment or third-party IP licenses for future products that did not reach production qualification. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following (in thousands): April 27, 2024 April 29, 2023 Accrued expenses $ 9,610 $ 7,555 Current payables relating to purchases of property and equipment 5,950 4,269 Current portion of operating lease liabilities 2,741 2,630 $ 18,301 $ 14,454 92 Credo Technology Group Holding Ltd Notes to Consolidated Financial Statements Other Non-current Liabilities Other non-current liabilities consisted of the following (in thousands): April 27, 2024 April 29, 2023 Non-current payables relating to purchases of property and equipment $ 4,950 $ 5,049 Non-current deferred revenue 128 380 Other non-current liabilities 903 324 $ 5,981 $ 5,753 7. Commitments and Contingencies Non-Cancelable Purchase Obligations Total future non-cancelable purchase obligations as of April 27, 2024 were as follows (in thousands): Fiscal Year Purchase Commitments to Manufacturing Vendors Technology License Fees Total 2025 $ 42,588 $ 7,888 $ 50,476 2026 7,306 5,342 12,648 2027 9,598 3,805 13,403 2028 12,417 350 12,767 2029 2,153 350 2,503 Thereafter — — — Total unconditional purchase commitments $ 74,062 $ 17,735 $ 91,797 Technology license fees include the liabilities under agreements for technology licenses between the Company and various vendors. Under the Company’s manufacturing relationships with its foundry partners, cancellation of outstanding purchase orders is allowed but requires payment of all costs and expenses incurred through the date of cancellation. As of April 27, 2024, the total value of non-cancelable inventory purchase orders payable within the next one year that were committed with the Company’s third-party subcontractors was approximately $ 39.6 million. Such purchase commitments are included in the preceding table. Additionally, the Company has committed purchases of production mask sets amounting to $ 27.0 million, relating to future products yet to be released, which will be capitalized into product equipment when they are received. The Company has a manufacturing supply capacity reservation agreement with an assembly subcontractor as of April 27, 2024. Under this arrangement, the Company has paid refundable deposits to the supplier in exchange for reserved manufacturing production capacity over the remaining term of the agreement, which approximates five years . In addition, the Company committed to certain purchase levels that were in line with the capacity reserved. If the Company does not meet the purchase level commitment, the agreement requires the Company to pay a fee equal to the difference between the actual purchase and the purchase commitment, up to the value of refundable deposits made. The Company currently estimates that it has made purchase level commitments of at least $ 34.5 million for the fiscal year 2025 through fiscal year 2029 under the capacity reservation agreement. Such purchase commitments are included in the preceding table. In addition, the Company had refundable deposits of $ 8.6 million as of April 27, 2024, of which $ 0.4 million was recorded in prepaid expenses and other 93 Credo Technology Group Holding Ltd Notes to Consolidated Financial Statements current assets and $ 8.2 million was recorded in other non-current assets on the consolidated balance sheets. Warranty Obligations The Company has contractual commitments to various customers, which could require the Company to incur costs to repair an epidemic defect with respect to its products outside of the normal warranty period if such defect were to occur. The Company’s products carry a standard one-year warranty. The Company’s warranty expense has not been material in the periods presented. Indemnifications In the ordinary course of business, the Company may provide indemnifications of varying scope and terms to customers, vendors, lessors, investors, directors, officers, employees and other parties with respect to certain matters, including, but not limited to, losses arising out of the Company’s breach of such agreements, services to be provided by the Company or from intellectual property infringement claims made by third parties. These indemnifications may survive termination of the underlying agreement and the maximum potential amount of future payments the Company could be required to make under these indemnification provisions may not be subject to maximum loss clauses. The Company has not incurred material costs to defend lawsuits or settle claims related to these indemnifications. Accordingly, the Company has no liabilities recorded for these agreements as of April 27, 2024 and April 29, 2023. Legal Proceedings From time to time, the Company may be a party to various litigation claims in the normal course of business. Legal fees and other costs associated with such actions are expensed as incurred. The Company assesses, in conjunction with legal counsel, the need to record a liability for litigation and contingencies. Accrual estimates are recorded when and if it is determined that such a liability for litigation and contingencies are both probable and reasonably estimable. As of the date of issuance of the consolidated financial statements, the Company was not subject to any litigation. No accruals for loss contingencies or recognition of actual losses have been recorded in any of the periods presented. 8. Convertible Preferred Shares The Company had previously issued Series A convertible preferred shares, Series B convertible preferred shares, Series C convertible preferred shares, Series D convertible preferred shares and Series D+ convertible preferred shares (collectively, the “Preferred Shares”). Immediately prior to the completion of the IPO, all of the then outstanding 52,060 thousand shares of the Company’s convertible Preferred Shares were automatically converted into an aggregate 52,060 thousand shares of ordinary share on a one -for-one basis, and such Preferred Shares were cancelled, retired and eliminated from the shares that the Company is authorized to issue and shall not be reissued by the Company. 94 Credo Technology Group Holding Ltd Notes to Consolidated Financial Statements A summary of the preferred shares prior to the conversion into ordinary shares consisted of the following: Series Shares Authorized (in thousands) Shares Issued and Outstanding (in thousands) Per Share Liquidation Preference Aggregate Liquidation Preference (in thousands) Series A 8,313 8,313 $ 1.00 $ 8,313 Series B 8,593 8,593 2.10 18,000 Series C 5,245 5,245 4.29 22,500 Series D 20,028 20,028 4.99 100,000 Series D+ 9,881 9,881 5.81 57,361 52,060 52,060 $ 206,174 The rights, privileges, and preferences of the Series A, Series B, Series C, Series D, and Series D+ convertible preferred shares were as follows: Conversion Rights - Each preferred share was convertible, at the option of the holder, at any time, and without the payment of any additional consideration, into such number of fully paid ordinary share as was determined by dividing the applicable original issue price for each such series of preferred shares by the applicable conversion price in effect at the time of the conversion. The conversion price per share for each series of preferred share shall initially be equal to the original issue price of such series, which means $ 1.00 per share for Series A, $ 2.10 per share for Series B, $ 4.29 per share for Series C, $ 4.99 per share for Series D and $ 5.81 per share for Series D+. The conversion price shall be subject to adjustment in order to adjust the number of ordinary shares into which the preferred shares are convertible. Each share of Series A, B, C, D and D+ convertible preferred share automatically converted into the number of ordinary shares at the conversion rate at the time in effect upon the closing of a public offering of ordinary shares which results in at least $ 25.0 million of proceeds to the Company at a per share price not less than $ 9.99 or with the vote or written consent of the holders of a majority of the then outstanding preferred shares, voting as a separate class, to convert their preferred shares at the then‐effective Conversion Price. Dividends - The holders of preferred shares were entitled to receive noncumulative dividends when and if declared by the Company’s board of directors. The holders of preferred shares were entitled to receive dividends prior and in preference to any payment of any dividend on ordinary shares in an amount equal to 8 % of the original issue price per share of such preferred share. After payment of such dividends, any additional dividends shall be distributed among all holders of ordinary shares and preferred shares in proportion to the number of ordinary shares that would be held by each such holder if all preferred shares were converted to ordinary shares at the then effective conversion rate. no dividends had been declared by the board of directors from inception through the date of conversion into ordinary shares. Liquidation Rights - In the event of any sale, lease, conveyance or other disposition of all or substantially all of the assets of the Company or the exclusive license of all or substantially all of the Company’s intellectual property used in generating all or substantially all of the Company’s revenues, reorganization, consolidation, acquisition, merger, liquidation, dissolution or winding up of the Company, either voluntary or involuntary, the holders of preferred shares shall be entitled to receive in preference to the holders of ordinary shares, an amount per share equal to the liquidation preference, plus any declared but unpaid dividends. After payment of the liquidation preference to holders of preferred shares, the remaining assets of the Company were available for distribution on a pro rata basis to the holders of ordinary shares. 95 Credo Technology Group Holding Ltd Notes to Consolidated Financial Statements Voting Rights - The holders of the convertible preferred shares were entitled to the number of votes equal to the number of ordinary shares into which such convertible preferred shares could be converted on the record date. 9. Ordinary Shares In connection with the consummation of the IPO, the Company filed the Amended and Restated Memorandum of Association with Cayman Islands, which authorized 1,000,000 thousand ordinary shares, par value $ 0.00005 per share and 50,000 thousand convertible preferred shares. Each ordinary share is entitled to one vote per share. The holders of ordinary shares are also entitled to receive dividends whenever funds are legally available and when declared by the Company’s board of directors, subject to the prior rights of holders of all other classes of shares outstanding. Share Issuances Subject to Repurchase The Company has issued ordinary shares to certain employees that are subject to vesting periods pursuant to the respective share purchase agreements (Restricted Share Award or RSA). In addition, the Company allows early exercise for unvested ordinary share options under its 2015 Stock Plan (as defined in Note 10 to the consolidated financial statements). In regard to the ordinary shares purchased, but not vested, the Company has the right to repurchase shares at the original issue price in the event of termination of services. As of April 27, 2024, 17 thousand shares from share option early exercises remained subject to the Company’s repurchase rights. As of April 29, 2023, 99 thousand shares from share option early exercises remained subject to the Company’s repurchase rights. These shares are excluded from ordinary shares outstanding. 10. Share Incentive Plan 2015 Stock Plan The Company adopted the 2015 Stock Plan (the “2015 Plan”) in February 2015. The 2015 Plan was an equity incentive program under which employees of the Company or its subsidiary corporations (including officers), non-employee members of the Company’s board of directors, and consultants to the Company or its subsidiary corporations were offered an opportunity to acquire the Company’s ordinary shares. The 2015 Plan provided both for the direct award or sale of ordinary shares (RSAs) and for the grant of options to purchase ordinary shares. Options granted under the 2015 Plan were Incentive Stock Options (ISOs) intended to qualify under Title 26 U.S. Code Section 422 or Non-qualified Stock Options (NSOs) which were not intended to so qualify. Only employees, outside directors and consultants of either the Company or a subsidiary of the Company, were eligible for the grant of NSO or the direct award or sale of ordinary shares. Only employees of either the Company or of a subsidiary of the Company, were eligible for the grant of ISOs. As of January 27, 2022, the 2015 Plan has ceased to be available for grants of new awards. Prior to the aforementioned cessation of the 2015 Plan for new grants and as of April 30, 2022, 26,000 thousand ordinary shares were authorized for issuance under the 2015 Plan. Options under the 2015 Plan may be granted for periods of up to ten years and at prices no less than 100% of the estimated fair value of the shares on the date of grant as determined by the Company’s Board of Directors. Both RSAs and options granted generally vest over four years and vest at a rate of 25 % upon the first anniversary of the issuance date and 1/48th per month thereafter. 96 Credo Technology Group Holding Ltd Notes to Consolidated Financial Statements A summary of information related to share option activity, excluding options early exercised, is as follows: Outstanding Share Options (in thousands) Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value (in millions) Balances as of April 30, 2021 14,120 $ 1.57 7.87 $ 62.6 Options granted 702 Options exercised and vested ( 2,924 ) Options canceled/ forfeited ( 537 ) Balances as of April 30, 2022 11,361 $ 1.94 7.12 $ 103.4 Options exercised and vested ( 2,246 ) $ 1.48 Options canceled/ forfeited ( 245 ) $ 3.34 Balances as of April 29, 2023 8,870 $ 2.02 6.22 $ 0.1 Options exercised and vested ( 2,291 ) $ 1.98 Options canceled/ forfeited ( 158 ) $ 4.64 Balances as of April 27, 2024 6,421 $ 1.97 5.30 $ 106.5 Vested or expected to vest as of April 27, 2024 6,421 $ 1.97 5.30 $ 106.5 Exercisable as of April 27, 2024 6,404 $ 1.97 5.30 $ 106.2 During the years ended April 27, 2024, April 29, 2023 and April 30, 2022, the total intrinsic value of options exercised, including options early exercised, was $ 36.2 million, $ 22.2 million and $ 28.4 million, respectively. The weighted-average grant date fair value of options vested was $ 1.52 , $ 1.41 and $ 1.36 per share for the years ended April 27, 2024, April 29, 2023 and April 30, 2022, respectively. The total grant date fair value of share options that vested was $ 13.3 million, $ 15.6 million and $ 4.5 million as of April 27, 2024, April 29, 2023 and April 30, 2022, respectively. As of April 27, 2024, the total unrecognized compensation cost was $ 2.0 million related to share options, which are expected to be recognized over a weighted-average period of 0.72 years. The Company estimated the fair value of share options using the Black-Scholes option-pricing model. The fair value of employee share options is amortized on a straight-line basis over the requisite service period of the awards. The fair values of the employee share options granted in the years presented were estimated using the following weighted-average assumptions: Year Ended April 30, 2022 Expected volatility 41.29 % - 42.31 % Weighted-average expected term (in years) 5.96 Risk-free interest rate 0.69 % - 1.23 % Dividend yield — % Weighted-average grant date fair value per share $ 6.26 2021 Long-Term Incentive Plan In December 2021, the Company adopted the 2021 long-term incentive plan (the “2021 Plan”). Upon the adoption, the 2021 Plan had 19,907 thousand ordinary shares reserved for issuance. Awards granted under the 2021 Plan may include, but are not limited to, options and restricted share units (RSU). Options granted under the 2021 Plan generally have a term of 10 years and generally must be issued at prices equal to the fair market value of the share on the date of grant. RSU awards are denominated in ordinary 97 Credo Technology Group Holding Ltd Notes to Consolidated Financial Statements shares, but may be settled in cash or shares upon vesting, as determined by the Company at the time of grant. None of the awards granted under the 2021 Plan as of April 27, 2024 allowed cash settlement. Awards under the 2021 Plan generally vest over 4 years. A summary of RSU activity is as follows: Number of shares (in thousands) Weighted-Average Grant Date Fair Value Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value (in millions) Balances as of 4/30/2022 4,134 $ 10.26 1.65 $ 45.6 Granted 5,474 $ 12.34 Vested ( 1,396 ) $ 10.17 Canceled/ forfeited ( 414 ) $ 10.80 Balances as of 4/29/2023 7,798 $ 11.66 1.65 $ 63.2 Granted 5,393 $ 20.08 Vested ( 2,642 ) $ 11.98 Canceled/ forfeited ( 411 ) $ 11.49 Balances as of 4/27/2024 10,139 $ 16.11 1.52 $ 188.2 Expected to vest as of April 27, 2024 10,139 $ 16.11 1.52 $ 188.2 As of April 27, 2024, 22,309 thousand shares remained available for future issuance under the 2021 Plan. As of April 27, 2024, unamortized compensation expense related to RSUs was $ 151.9 million. The unamortized compensation expense for RSUs will be amortized on a straight-line basis and is expected to be recognized over a weighted-average period of 2.93 years. Employee Stock Purchase Plan In January 2022, the Company adopted the Employee Stock Purchase Plan (ESPP). Under the ESPP, a total of 3,801 thousand shares have been authorized for the grant of shares and participants can purchase the Company’s ordinary shares using payroll deductions, which may not exceed 15 % of their total cash compensation. Pursuant to the terms of the ESPP, the “look-back” period for the share purchase price is 24 months. Offering and purchase periods begin on January 1 and July 1 of each year. Participants will be granted the right to purchase ordinary shares at a price per share that is 85 % of the lesser of the fair market value of the shares at (i) the participant’s entry date into the two-year offering period or (ii) the end of each six-month purchase period within the offering period. During the years ended April 27, 2024 and April 29, 2023, 281 thousand and 247 thousand shares were issued under the ESPP, respectively. No shares were issued during the year ended April 30, 2022. As of April 27, 2024, 6,207 thousand shares remained available for future issuance under the ESPP. The following weighted-average assumptions to calculate the fair value of ordinary shares to be issued under the ESPP on the date of grant using the Black-Scholes option pricing model in the periods presented: 98 Credo Technology Group Holding Ltd Notes to Consolidated Financial Statements Year Ended April 27, 2024 April 29, 2023 April 30, 2022 Estimated fair value 6.04 4.27 4.56 Expected volatility 56.13 % 34.00 % 33.00 % Expected term (in years) 1.33 0.93 1.17 Risk-free interest rate 3.40 % 1.54 % 1.41 % Expected dividend yield — % — % — % Summary of Share-based Compensation Expense The following table summarizes share-based compensation cost included in the consolidated statements of operations (in thousands). Year Ended April 27, 2024 April 29, 2023 April 30, 2022 Cost of revenue $ 1,131 $ 634 $ 220 Research and development 21,359 13,326 5,021 Selling, general and administrative 16,532 9,556 3,947 $ 39,022 $ 23,516 $ 9,188 11. Leases The Company's leases include office space located in the United States and other international locations, which are all classified as operating leases. The Company’s leases have remaining lease terms generally between one year and eight years . Operating leases are included in right of use assets, accrued expenses and other current liabilities, and non-current operating lease liabilities on the Company’s consolidated balance sheets. The Company does not have any finance leases. Lease expense and supplemental cash flow information are as follows (in thousands): Year Ended April 27, 2024 April 29, 2023 Operating lease expenses $ 3,855 $ 3,640 Cash paid for amounts included in the measurement of operating lease liabilities $ 3,495 $ 3,172 Right-of-use assets obtained in exchange for lease obligation $ 978 $ 649 99 Credo Technology Group Holding Ltd Notes to Consolidated Financial Statements The aggregate future lease payments for operating leases as of April 27, 2024 are as follows (in thousands): Fiscal Year Operating leases 2025 $ 3,300 2026 2,790 2027 2,211 2028 2,194 2029 2,260 Thereafter 3,526 Total lease payments 16,281 Less: Interest 2,408 Present value of lease liabilities $ 13,873 As of April 27, 2024, the weighted average remaining lease term for the Company's operating leases was 5.89 years and the weighted average discount rate used to determine the present value of the Company's operating leases was approximately 5.96 %. 12. Income Taxes Income (loss) before provision (benefit) for income taxes consists of the following (in thousands): Year Ended April 27, 2024 April 29, 2023 April 30, 2022 United States $ 8,611 $ 4,469 $ 2,512 International ( 31,356 ) ( 22,383 ) ( 24,725 ) $ ( 22,745 ) $ ( 17,914 ) $ ( 22,213 ) The components of income tax expense (benefit) are summarized as follows (in thousands): Year Ended April 27, 2024 April 29, 2023 April 30, 2022 Current Federal $ 2 $ ( 24 ) $ 224 State 3 2 ( 25 ) International 1,484 762 1,292 Total current tax expense 1,489 740 1,491 Deferred Federal 3,092 ( 2,005 ) ( 1,163 ) State 359 ( 218 ) ( 142 ) International 684 116 ( 223 ) Total deferred tax expense (benefit) 4,135 ( 2,107 ) ( 1,528 ) Total tax expense (benefit) $ 5,624 $ ( 1,367 ) $ ( 37 ) 100 Credo Technology Group Holding Ltd Notes to Consolidated Financial Statements The tax effects of significant items comprising the Company’s deferred taxes are as follows (in thousands): April 27, 2024 April 29, 2023 Deferred tax assets: Accrued expense $ 1,063 $ 941 Net operating losses 4,443 1,284 Research and development credits 15,990 9,401 Share compensation 2,310 1,907 Lease liability 3,154 3,487 Intangibles 157 — Others — 5 Total deferred tax assets 27,117 17,025 Deferred tax liabilities Property and equipment basis ( 1,774 ) ( 1,132 ) Right of use assets ( 2,980 ) ( 3,353 ) Others ( 8 ) — Total deferred tax liabilities ( 4,762 ) ( 4,485 ) Valuation allowance ( 23,258 ) ( 9,306 ) Net deferred taxes $ ( 903 ) $ 3,234 A valuation allowance is established when the Company believes that it is more likely than not that some portion of its deferred tax assets will not be realized. As of April 27, 2024, the Company recorded $ 23.3 million of valuation allowance. In fiscal year 2024, the valuation allowance increased by $ 14.0 million. The Company continues to maintain a valuation allowance on its U.S. R&D credits and recorded an increase to its valuation allowance of $ 6.7 million. During the fourth quarter of fiscal year 2024, the Company determined that utilization of its net deferred tax assets in the U.S. was limited and accordingly recorded an increase to its valuation allowance of $ 7.3 million. This determination was made after evaluating both the positive and negative evidence regarding the recoverability of the Company’s net U.S. deferred tax assets. The Company considers all available evidence such as its earnings history including the existence of cumulative income or losses, reversals of taxable temporary differences, projected future taxable income, and tax planning strategies and determined that negative evidence overweighted positive evidence with respect to the ability to realize its net U.S. deferred tax assets. The Company will continue to assess the future realization of its deferred tax assets in each applicable jurisdiction and adjust the valuation allowance accordingly. As of April 27, 2024, the Company had U.S. federal and state net operating loss carryforwards of approximately $ 18.7 million and $ 7.4 million, respectively. The U.S. federal net operating loss carryforwards can be carried forward indefinitely. The state net operating loss carryforwards will begin to expire in fiscal 2043. As of April 27, 2024, the Company had U.S. federal and state research credits of $ 12.6 million and $ 9.6 million, respectively. The federal research credits will begin to expire in 2039. The state research credits have no expiration date. As of April 27, 2024, the Company had no foreign tax credit carryover. Internal Revenue Code Section 382 limits the use of net operating loss and tax credit carryforwards in certain situations where changes occur in the stock ownership of a company. In the event that we had a change of ownership, utilization of the net operating loss and tax credit carryforwards may be restricted. A summary activity of the valuation allowance is as follows (in thousands): 101 Credo Technology Group Holding Ltd Notes to Consolidated Financial Statements April 27, 2024 April 29, 2023 April 30, 2022 Beginning valuation allowance $ 9,306 $ 5,170 $ 3,706 Additions 13,952 4,136 1,464 Ending valuation allowance $ 23,258 $ 9,306 $ 5,170 Foreign earnings may be subject to withholding taxes in local jurisdictions if they are distributed. The amount of cumulative undistributed earnings that are permanently reinvested that could be subject to withholding taxes were $ 25.7 million as of April 27, 2024. The Company intends to reinvest these earnings indefinitely. The Company consists of a Cayman Islands parent holding company with various international and U.S. subsidiaries. The applicable statutory rate in Cayman Islands is zero for the Company for the years ended April 27, 2024, April 29, 2023 and April 30, 2022. For purposes of the reconciliation between the provision for income taxes at the statutory rate and the effective tax rate, a U.S. statutory tax rate of 21% for the years ended April 27, 2024, April 29, 2023 and April 30, 2022 is applied as follows: Year Ended April 27, 2024 April 29, 2023 April 30, 2022 Statutory federal tax expense rate 21 % 21 % 21 % State tax, net of federal benefit ( 2 ) % 1 % 1 % Research tax credits 20 % 14 % 4 % Share compensation 24 % 18 % 7 % Other ( 1 ) % 1 % 1 % Foreign rate differential ( 34 ) % ( 32 ) % ( 26 ) % Change in valuation allowance ( 49 ) % ( 15 ) % ( 4 ) % Withholding taxes ( 4 ) % ( 1 ) % ( 4 ) % Effective tax rate ( 25 ) % 8 % — % A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows (in thousands): April 27, 2024 April 29, 2023 Beginning gross unrecognized tax benefits $ 2,865 $ 1,844 Additions for tax positions taken in the current year 1,988 1,081 Subtractions for tax positions taken in the prior year ( 210 ) ( 60 ) Lapses in statute of limitations ( 69 ) — Ending gross unrecognized tax benefits $ 4,574 $ 2,865 The Company recognizes the tax effects of an uncertain tax position only if it is more likely than not to be sustained based solely on such position’s technical merits as of the reporting date and only in an amount more likely than not to be sustained upon review by the tax authorities. Included in the balance of unrecognized tax benefits as of April 27, 2024 and April 29, 2023 were potential benefits of $ 4.6 million and $ 2.9 million, respectively, which if recognized, would potentially affect the effective tax rate. If the unrecognized tax benefits were recognized, it would result in additional deferred tax assets, which are expected to require a full valuation allowance based on the Company’s current valuation allowance position. Unrecognized tax benefits are not expected to significantly increase or decrease within the next 12 months. 102 Credo Technology Group Holding Ltd Notes to Consolidated Financial Statements The Company’s policy is to recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. For the years ended April 27, 2024, April 29, 2023 and April 30, 2022, the Company’s current tax provision was not impacted by interest and penalties. The Company files U.S. federal and state and non-U.S. income tax returns with varying statutes of limitations. The Company’s tax returns continue to remain subject to examination by U.S. federal authorities for the years ended April 30, 2021 through 2023 and by state authorities for the years ended April 30, 2020 through 2023. For the Company’s international subsidiaries, the tax years that remain open to examination vary based on the year that each entity began operating. 13. Net Loss Per Share Net loss per share was determined as follows for the years presented (in thousands, except per share amounts): Year Ended April 27, 2024 April 29, 2023 April 30, 2022 Numerator: Net loss $ ( 28,369 ) $ ( 16,547 ) $ ( 22,176 ) Denominator: Weighted-average shares outstanding used in basic and diluted calculation 155,091 146,556 88,398 Net loss per share attributable to ordinary shareholders Basic and diluted $ ( 0.18 ) $ ( 0.11 ) $ ( 0.25 ) Potential dilutive securities include dilutive ordinary shares from share-based awards attributable to the assumed exercise of share options, restricted share units and employee stock purchase plan shares using the treasury stock method. Under the treasury stock method, potential ordinary shares outstanding are not included in the computation of diluted net loss per share if their effect is anti-dilutive. The following potentially dilutive securities outstanding have been excluded from the computations of diluted weighted average shares outstanding for the years ended April 27, 2024, April 29, 2023 and April 30, 2022 because such securities have an anti-dilutive impact due to losses reported: Year Ended April 27, 2024 April 29, 2023 April 30, 2022 Share-based compensation awards 16,777 15,194 11,636 Customer warrant 4,080 4,080 1,386 20,857 19,274 13,022 103 Credo Technology Group Holding Ltd Notes to Consolidated Financial Statements 14. Segment and Geographic Information As discussed in “Note 2 — Significant Accounting Policies,” the Company operates in one reportable segment. The following table summarizes revenue disaggregated by primary geographical market based on destination of shipment for products, and location of contracting entity for IP and engineering services, which may differ from the end customer’s principal offices (in thousands): Year Ended April 27, 2024 April 29, 2023 April 30, 2022 Hong Kong $ 70,162 $ 9,646 $ 11,696 United States 49,569 44,253 27,696 Mainland China 28,264 96,935 37,699 Taiwan 21,286 5,363 4,429 Rest of World 23,689 27,997 24,957 $ 192,970 $ 184,194 $ 106,477 The following table presents long-lived assets information based on the physical location of the assets by geographic region (in thousands): April 27, 2024 April 29, 2023 Property and equipment, net: Taiwan $ 24,874 $ 14,625 United States 11,150 8,791 Hong Kong 5,208 14,149 Mainland China 2,433 2,657 $ 43,665 $ 40,222 104 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None.