The following discussion and analysis of our financial condition and results of
operations should be read in conjunction with the unaudited condensed
consolidated financial statements and related notes included elsewhere in this
Quarterly Report on Form 10-Q, and the consolidated financial statements and
notes thereto for the fiscal year ended January 31, 2022 and management's
discussion and analysis of our financial condition and results of operations
included in our Annual Report on Form 10-K for the 2022 fiscal year filed with
the Securities and Exchange Commission, or SEC, on April 1, 2022.

This Quarterly Report on Form 10-Q, including this "Management's Discussion and
Analysis of Financial Condition and Results of Operations", includes a number of
forward-looking statements that involve many risks and uncertainties.
Forward-looking statements are identified by the use of the words "would,"
"could," "will," "may," "expect," "believe," "should," "anticipate," "outlook,"
"if," "future," "intend," "plan," "estimate," "predict," "potential," "target,"
"seek," "project," "forecast," "continue" or "foreseeable" and similar words and
phrases, including the negatives of these terms, or other variations of these
terms, that denote future events. Such statements include, but are not limited
to, statements concerning our market opportunity and our ability to compete in
such markets, our product strategy, our ability to develop and introduce new
solutions, our future financial and operating performance, our sales and
marketing strategy, our investment strategy, research and development, our
customer and supplier relationships and inventory levels, industry trends, our
cash needs and capital requirements, our repurchase programs, our expectations
about taxes, operating expenses, and cost recognition, the availability of
third-party components and economic and political conditions. These statements
reflect our current views with respect to future events and our potential
financial performance, and are subject to risks and uncertainties that could
cause our actual results and financial position to differ materially and
adversely from what is projected or implied in any forward-looking statements
included in this Quarterly Report on Form 10-Q. These factors include, but are
not limited to: risks associated with revenue being generated from new customers
or design wins, neither of which is assured; our ability to retain and expand
customer relationships and to achieve design wins; the ongoing and potential
impact of the COVID-19 pandemic on our operations or the operations of our
supply chain or our customers; risks associated with the overall economy,
including escalating trade tensions between the U.S. and China; the commercial
success of our customers' products; our growth strategy; fluctuations in our
operating results; our ability to anticipate future market demands and future
needs and preferences of our customers; our ability to introduce new and
enhanced solutions; the expansion of our current markets and our ability to
successfully enter new markets; anticipated trends and challenges, including
competition, in the markets in which we operate or seek to operate; our
expectations regarding computer vision; our ability to effectively generate and
manage growth; our ability to retain key employees; the potential for
intellectual property disputes or other litigation; the risks described under
Item 1A of Part II - "Risk Factors," and Item 2 of Part I - "Management's
Discussion and Analysis of Financial Condition and Results of Operations"; the
risks described elsewhere in this Quarterly Report on Form 10-Q and those
discussed in other documents we file with the SEC. We make these forward-looking
statements based upon information available on the date of this Quarterly Report
on Form 10-Q, and we have no obligation (and expressly disclaim any such
obligation) to update or alter any forward-looking statements, whether as a
result of new information or otherwise except as otherwise required by
securities regulations.

Overview



We are a leading developer of low-power system-on-a-chip, or SoC, semiconductors
providing powerful artificial intelligence, or AI, processing, advanced image
signal processing and high-resolution video compression. Since inception, we
have primarily served human viewing applications with video and image processors
for enterprise, public infrastructure and home applications, such as internet
protocol, or IP, security cameras, sports cameras, wearables, aerial drones, and
aftermarket automotive video recorders. Our recent development efforts have
focused on creating advanced AI technology that enables edge devices to visually
perceive the environment and make decisions based on the data collected from
cameras and, most recently, other types of sensors. This category of AI
technology is known as computer vision, or CV, and our CV SoCs integrate our
state-of-the-art video processor technology together with our deep learning
neural network processing technology, which we refer to as CVflow™. The
CVflow-architecture supports a variety of CV algorithms, including object
detection, classification and tracking, semantic and instance segmentation,
image processing, stereo object detection, terrain mapping, and face
recognition. CVflow can process other sensor modalities including lidar and
radar, and allows customers to differentiate their products by porting their
own, or third party, neural networks and/or classical CV algorithms to our
CVflow-based SoCs. Our SoC designs fully integrate AI, computer vision
functionality, HD video processing, image processing, audio processing, and
system functions onto a single chip, delivering exceptional video and image
quality at high compression rates, differentiated functionality and low power
consumption. These CV-based technologies are allowing us to address a broader
range of markets and applications requiring AI video features, including IP
security cameras, a variety of automotive cameras, consumer cameras, and
industrial and robotic markets and applications. We anticipate that our CV
technology will also enable us to capture more content per electronic system and
increase our average selling price.


                                       18
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Our development efforts are focused on SoCs that provide both human viewing and
computer vision functionality. As a result, we believe that our future revenue
growth, if any, will significantly depend upon our ability to expand within
camera markets with our AI and computer vision technology, particularly in the
professional IP security and home security and monitoring camera markets, as
well as emerging markets such as AI-enabled security cameras, AI-based driving
applications, including driver monitoring systems, advanced blind spot
detection, object detection, and deep learning algorithms for HD mapping
solutions, automotive advanced driver assistance systems, or ADAS, applications,
and industrial and robotics markets. We expect our research and development
expenditures to increase in comparison to prior periods as we devote additional
resources to the development of innovative video and image processing solutions
with increased functionality, such as AI and CV capabilities, and as we target
new markets.

We sell our SoC solutions to leading original design manufacturers, or ODMs, and
original equipment manufacturers, or OEMs, globally, and in the automotive
market, we also sell to Tier-1 suppliers. We refer to ODMs and Tier-1 automotive
suppliers as our customers and OEMs as our end customers, except as otherwise
indicated or as the context otherwise requires.

Our sales cycles typically require a significant investment of time and a
substantial expenditure of resources before we can realize revenue from the sale
of our solutions, if any. Our typical sales cycle consists of a multi-month
sales and development process involving our customers' system designers and
management and our sales personnel and software engineers. If successful, this
process culminates in a customer's decision to use our solutions in its system,
which we refer to as a design win. Our sales efforts are typically directed to
the OEM of the product that will incorporate our video and image processing
solution, but the eventual design and incorporation of our SoC into the product
may be handled by an ODM or Tier-1 supplier on behalf of the OEM.

Volume production may begin within 9 to 18 months after a design win, depending
on the complexity of our customer's product and other factors upon which we may
have little or no influence. In general, design cycles will be longer in the OEM
automotive and industrial and robotics markets than in the IP security and
consumer device markets. Once our solutions have been incorporated into a
customer's design, they are likely to be used for the life cycle of the
customer's product. Conversely, a design loss to a competitor will likely
preclude any opportunity for future revenue from such customer's product. Even
if we obtain a design win and our SoC remains a component through the life cycle
of a customer's product, the volume and timing of actual sales of our SoCs to
the customer depend upon the production, release and market acceptance of that
product, none of which are within our control. A portable consumer device
typically has a product life cycle of 6 to 18 months, while an IP security
camera typically has a product life cycle of 12 to 24 months. We anticipate that
product lifecycles will typically be longer than 24 months in the OEM automotive
and industrial and robotics markets, as new product introductions occur less
frequently in these markets.

Financial Highlights

• We recorded revenue of $80.9 million and $171.2 million for the three


            and six months ended July 31, 2022, respectively. This 

represented


            increases of 2.0% and 14.5%, respectively, as compared to the same
            periods in the prior fiscal year. Despite lower product unit shipments
            affected by supply chain disruptions in the semiconductor industry,
            continued adoption of our CV-based solutions as well as increased
            revenue from nonrecurring engineering (NRE) project services resulted
            in higher revenue in the automotive camera, professional IP security
            camera and consumer markets, especially in the North America and Asia
            regions other than China. For the three months ended July 31, 2022,
            the increase in revenue was partially offset by decreased

revenue from


            our two largest China customers in the professional IP security camera
            market due to lower demand affected by pandemic lockdowns in China.

• We recorded operating losses of $20.2 million and $30.7 million for


            the three and six months ended July 31, 2022, respectively, as
            compared to operating losses of $6.0 million and $16.1 million

for the


            three and six months ended July 31, 2021, respectively. The 

increased


            operating losses were primarily due to increased operating 

expenses,


            partially offset by increased revenue and gross profit. The 

increased


            operating expenses primarily related to higher personnel costs
            associated with headcount growth and benefit programs, 

increased chip


            tape-out costs due to the timing and number of chips in

development,


            as well as increased engineering-related expenses for 

supporting


            automotive, robotic and industrial applications of our CV-based
            solutions.

• We generated cash flows from operating activities of $33.0 million for


            the six months ended July 31, 2022, as compared to $9.9 million for
            the six months ended July 31, 2021. The increased cash flows from
            operating activities were primarily due to higher collection from
            accounts receivable associated with the timing of sales and lower
            inventory purchases due to supply chain disruptions in the
            semiconductor industry, partially offset by decreased

liabilities


            associated with employee benefit payments and the timing of payments
            to our suppliers.

• As of July 31, 2022, we have invested $100.0 million of cash in money


            market funds and debt securities of corporations. All of the
            investments are denominated in United States dollars and

reported at


            fair value as available-for-sale securities in our condensed
            consolidated balance sheets.



                                       19

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Factors Affecting Our Performance



Impact of COVID-19 on our Business. The COVID-19 pandemic has resulted in
significant governmental measures being implemented to control the spread of the
virus, including, among others, restrictions on travel and the imposition of
remote or work from home conditions in many of the locations where we have
offices, including our Shanghai office in April and May of 2022. We have
experienced a significant disruption of orders and logistics throughout the Asia
supply chain as a result of the COVID-19 pandemic, and if the remote or work
from home conditions in any of our locations continues for an extended period of
time, we may experience delays in product development, a decreased ability to
support our customers, reduced design win activity, and overall lack of
productivity. We are also experiencing significantly longer manufacturing times
that, if they persist or worsen, could impact our ability to meet our customers'
demand for our solutions and negatively impact our revenue. As a result of these
factors, we have reduced our inventory purchases in the near term. Moreover, if
there is a significant COVID-19 outbreak that impacts Samsung Electronic
Corporation's ability to manufacture our SoCs or our third-party contractors'
ability to assemble, test and ship our products, we could experience delays or
reductions in our ability to ship products to our customers. The pandemic may
also impact our customers' ability to manufacture their products, support their
customers or reduce or delay demand for their products, which could, in turn,
reduce such demand for our solutions. The Global supply shortages, and the
uncertainty in customer demand as well as the worldwide economy, in general,
have continued as a result of the COVID-19 pandemic, and may be further
exacerbated by the impacts of high inflation. We may experience increased
volatility in our sales and revenues in the near future. Recently, some
customers have indicated they are reducing their inventory levels, which may
reduce such customers' demand for our products. The magnitude and duration of
such volatility is uncertain and thus its impact on our business cannot be
reasonably estimated at this time.

Ability to Capitalize on AI and Computer Vision Trends. We expect that AI and
computer vision functionality will become an increasingly important requirement
in many of our current and future markets, including IP security, automotive,
industrial and robotics, and certain consumer markets. As a result, we believe
that our ability to develop advanced AI computer vision technology, enable and
support customer product development in emerging applications, such as ADAS,
advanced blind spot detection, object detection, classification and tracking,
people recognition, retail analytics, and machine learning, and gain customer
acceptance of our technology platform and solutions will be critical to our
future success. Moreover, achieving design wins, particularly for computer
vision-centric applications in the IP security, automotive, industrial and
robotics markets, is vital to our ability to generate revenue growth. As such,
we closely monitor design wins by customer and end market. However, a design win
may not successfully materialize into revenue, and even if it does result in
revenue, the amount generated by each design win can vary significantly.

Ability to Develop and Introduce New or Enhanced Solutions. We operate in a
dynamic environment characterized by rapidly changing technologies and
technological obsolescence. To compete successfully, we must design, develop,
market and sell enhanced solutions with increased levels of performance and
functionality that meet the expectations of our customers. As such, we
continuously invest in our research and development projects, especially AI and
computer vision technologies. However, failure to anticipate or timely develop
new or enhanced solutions in response to technology shifts and trends could
result in decreased revenue and our competitors achieving design wins we sought.
Moreover, any reliability or quality problems with our solutions could harm our
reputation, increase additional development and replacement costs, and prevent
us from retaining existing customers and attracting new customers.

Pricing, Product Cost and Margin. Our pricing and margins depend on the volumes
and features of the solutions we provide to our customers. Additionally, we make
significant investments in new solutions for both cost improvements and new
features that we expect to drive revenue and maintain margins. In general,
solutions incorporated into more complex configurations, such as those used in
high-performance camera applications or, in the future, advanced driver
assistance systems, have higher prices and higher gross margins as compared to
solutions sold into lower-performing, more competitive camera applications. Our
average selling price can vary by market and application due to market-specific
supply and demand, the maturation of products launched in previous years and the
launch of new products by us or our competitors.

We continually monitor the cost of our solutions. As we rely on third-party manufacturers for the manufacture of our products, we maintain a close relationship with these suppliers to continually monitor production yields, component costs and design efficiencies.



Shifting Consumer Preferences. Our revenue is also subject to consumer
preferences, regarding form factor and functionality, and how those preferences
impact the video and image capture electronics that we support. For example,
improved smartphone video capture capabilities led to the decline of video
cameras aimed at the video and image capture market. The current video and image
capture market is now characterized by a greater volume of more specialized
video and image capture devices that are less likely to be replaced with
smartphones, such as wearable, IP security, aerial drone and automotive cameras.
This increasing specialization of video capture devices has changed our customer
base and end markets and has impacted our revenue. In the future, we expect
further changes will continue to impact our business performance in those
markets.


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Continued Concentration of Revenue by End Market. Historically, our revenue has
been significantly concentrated in a small number of end markets and we
developed technologies to provide solutions for new markets as they emerged,
such as the sports camera, IP security, aerial drone and automotive video
recorder camera markets. Since fiscal year 2018, the professional and consumer
IP security camera markets and automotive markets, including the OEM and
aftermarket video recorder market, have been our largest end markets and sales
into these markets collectively generated the majority of our revenue. We
believe, however, that continued expansion into new markets is required to
facilitate revenue growth and customer diversification. We have recently
introduced solutions to address emerging applications and markets, such as the
incorporation of AI and computer vision functionalities for AI-enabled security
cameras, AI-based driving applications and industrial and robotics markets.
While we will continue to seek to expand our end market exposure, we anticipate
that sales to a limited number of end markets will continue to account for a
significant percentage of our total revenue for the foreseeable future. Our end
market concentration may cause our financial performance to fluctuate
significantly from period to period based on the success or failure of products
that our SoCs are designed into as well as the overall growth or decline in the
video capture markets in which we compete. In addition, we derive a significant
portion of our revenue from a limited number of ODMs who build products on
behalf of a limited number of OEMs and from a limited number of OEMs to whom we
ship directly. We believe that our operating results for the foreseeable future
will continue to depend on sales to a relatively small number of customers.

Ability to Capitalize on Connectivity Trends. Mobile connected devices are
ubiquitous today and play an increasingly prominent role in consumers' lives.
The constant connectivity provided by these devices has created a demand for
connected electronic peripherals such as video and image capture devices. Our
ability to capitalize on these trends by supporting our end customers in the
development of connected peripherals that seamlessly cooperate with other
connected devices and allow consumers to distribute and share video and images
with online media platforms is critical for our success. We incorporate wireless
communication functionality into our solutions for wearable, IP security, aerial
drone and automotive video recorder cameras. The combination of our compression
technology with wireless connectivity enables wireless video streaming and
uploading of videos and images to the Internet. Our solutions enable IP security
camera systems to stream video content to either cloud infrastructure or
connected mobile devices, and our solutions for wearable and aerial drone
cameras allow consumers to quickly stream or upload video and images to social
media platforms.

Sales Volume. A typical design win that successfully launches into the
marketplace can generate a wide range of sales volumes for our solutions,
depending on the end market demand for our customers' products. Our ability to
accurately forecast demand can be adversely affected by a number of factors,
including the reputation of the end customer, market penetration, product
capabilities, size of the end market that the product addresses, our end
customers' ability to sell their products, miscalculations by our customers of
their inventory requirements, changes in market conditions, adverse changes in
our product order mix and fluctuating demand for our customers' products. In
certain cases, we may provide volume discounts on sales of our solutions, which
may be offset by lower manufacturing costs related to higher volumes. In
general, our customers with greater market penetration and better branding tend
to develop products that generate larger volumes over the product life cycle.

Customer Product Life Cycle. We estimate our customers' product life cycles
based on the customer, type of product and end market. We typically commence
commercial shipments from 9 to 18 months following a design win; however, in
some markets, lengthier product and development cycles are possible, depending
on the scope and nature of the project, such as in the automotive OEM market. A
portable consumer device typically has a product life cycle of 6 to 18 months,
and an IP security camera typically has a product life cycle of 12 to 24 months.
We anticipate that product development and product life cycles will typically be
longer than 24 months in the OEM automotive, Tier-1 automotive suppliers and
robotics markets, as new product introductions typically occur less frequently
in these markets.


                                       21

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Results of Operations

The following table sets forth a summary of our statement of operations for the periods indicated:



                                               Three Months Ended July 31,           Six Months Ended July 31,
                                                2022                 2021              2022               2021
                                                                   (dollars in thousands)
Revenue                                    $        80,884       $      79,327     $     171,189       $  149,460
Cost of revenue                                     29,820              29,908            63,578           56,276
Gross profit                                        51,064              49,419           107,611           93,184
Operating expenses:
Research and development                            52,338              39,558            99,028           77,432
Selling, general and administrative                 18,914              15,821            39,269           31,848
Total operating expenses                            71,252              55,379           138,297          109,280
Loss from operations                               (20,188 )            (5,960 )         (30,686 )        (16,096 )
Other income (expense), net                            (26 )               218                60              811
Loss before income taxes                           (20,214 )            (5,742 )         (30,626 )        (15,285 )
Provision for income taxes                           3,436               1,414             3,846            2,689
Net loss                                   $       (23,650 )     $      (7,156 )   $     (34,472 )     $  (17,974 )

The following table sets forth operating results as a percentage of revenue of each line item for the periods indicated:



                                            Three Months Ended July 31,     

Six Months Ended July 31,


                                             2022                 2021             2022                 2021
Revenue                                            100     %           100   %          100     %            100   %
Cost of revenue                                     37                  38               37                   38
Gross profit                                        63                  62               63                   62
Operating expenses:
Research and development                            65                  50               58                   52
Selling, general and administrative                 23                  20               23                   21
Total operating expenses                            88                  70               81                   73
Loss from operations                               (25 )                (8 )            (18 )                (11 )
Other income (expense), net                          -                   -                -                    1
Loss before income taxes                           (25 )                (8 )            (18 )                (10 )
Provision for income taxes                           4                   1                2                    2
Net loss                                           (29 )   %            (9 ) %          (20 )   %            (12 ) %


Revenue

We derive substantially all of our revenue from the sale of HD and Ultra HD
video and image processing SoC solutions to IP security camera OEMs, IP security
camera ODMs, OEM or Tier-1 automotive suppliers, and consumer camera OEMs,
either directly or through our distributors. In recent years, our SoC solutions
have been primarily used in camera markets, such as IP security, automotive
video recorder, drone and wearable cameras. Although we expect these human
viewing camera markets, in particular the IP security and automotive video
recorder markets, to continue to generate revenue for the foreseeable future, we
have recently introduced new SoCs targeting emerging AI and computer vision
applications in the IP security camera, OEM automotive, industrial and robotics
markets. We derive a substantial portion of our revenue from sales made
indirectly through one of our distributors, WT Microelectronics Co., Ltd.,
formerly Wintech Microelectronics Co., Ltd., or WT, and directly to one of our
ODM customers, Chicony Electronics Co., Ltd., or Chicony.

The continued effects of the COVID-19 pandemic and persistent supply chain
challenges may negatively affect our business performance and revenues this
year. Our average selling prices fluctuate based on the mix of our solutions
sold in a period which reflects the impact of both changes in unit sales of
existing solutions as well as the introduction and sales of new solutions. Our
CV-based solutions generally have higher selling prices than our traditional
video and image processing SoC solutions that do not enable CV functionality.
Our solutions are typically characterized by a life cycle that begins with
higher average selling prices and lower volumes, followed by broader market
adoption, higher volumes and average selling prices that are lower than initial
levels.


                                       22

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The end markets into which we sell our products have seen significant changes as
consumer preferences have evolved in response to new technologies. As a result,
the composition and timing of our revenue may differ meaningfully during periods
of technology or consumer preference changes. We expect shifts in consumer use
of video capture to continue to change over time, as AI and computer vision
specialized use cases emerge and video capture continues to proliferate.

Cost of Revenue and Gross Margin



Cost of revenue includes the cost of materials, such as wafers processed by
third-party foundries, costs associated with packaging, assembly and testing,
and our manufacturing support operations, such as logistics, planning and
quality assurance. Cost of revenue also includes indirect costs, such as
warranty, inventory valuation reserves, amortization of developed technology and
other general overhead costs.

We expect that our gross margin may fluctuate from period to period as a result
of changes in customer mix, average selling price, product mix and the
introduction of new products by us or our competitors. In general, solutions
incorporated into more complex configurations, such as those used in
high-performance cameras, and in future advanced automotive OEM applications,
have had or are expected to have higher prices and higher gross margins, as
compared to solutions sold into the lower-performance, more competitive camera
applications. As semiconductor products mature and unit volumes sold to
customers increase, their average selling prices typically decline. These
declines may be paired with improvements in manufacturing yields and lower
wafer, packaging and test costs, which offset some of the margin reduction that
could result from lower selling prices.

Research and Development



Research and development expense consists primarily of personnel costs,
including salaries, stock-based compensation and employee benefits. The expense
also includes costs of development incurred in connection with our
collaborations with our foundry vendors, costs and amortization of licensing
intellectual properties from third parties for product development, costs of
development for software and hardware tools, costs of fabrication of mask sets
for prototype products, equipment expenses, outside services and allocated
depreciation and facility expenses, net of any research and development grants.
All research and development costs are expensed as incurred. We expect our
research and development expense to increase in absolute dollars as we continue
to enhance and expand our product features and offerings and increase headcount
for new SoC development and development of computer vision technology,
especially for the OEM automotive market.

Selling, General and Administrative



Selling, general and administrative expense consists primarily of personnel
costs, including salaries, stock-based compensation and employee benefits for
our sales, marketing, finance, human resources, information technology and
administrative personnel. The expense also includes amortization of trade name
and customer relationships, professional service costs related to accounting,
tax, legal services, and allocated depreciation and facility expenses. We expect
our selling, general and administrative expense to increase in absolute dollars
as we continue to maintain the infrastructure and expand the size of our sales
and marketing organization to support our business strategy of addressing new
opportunities with our computer vision technology.

Other Income (Expense), Net

Other income, net, consists primarily of interests and yields from debt security investments and cash deposits with financial institutions, as well as miscellaneous subsidies granted from a foreign government.

Provision for Income Taxes



We are incorporated and domiciled in the Cayman Islands and our operations are
subject to income taxes in the United States, China, Hong Kong, Germany, Italy,
Japan, South Korea, Taiwan and other jurisdictions in which we do business. Our
worldwide operating income is subject to varying tax rates, and our effective
tax rate is highly dependent upon the geographic distribution of our earnings or
losses and the tax laws and regulations in each geographical region. It is also
subject to fluctuation from changes in the valuation of our deferred tax assets
and liabilities; tax benefits from excess stock-based compensation deductions;
transfer pricing adjustments and the tax effects of nondeductible compensation.
We have historically had lower effective tax rates as a substantial percentage
of our operations are conducted in lower-tax jurisdictions. If our operational
structure were to change in such a manner that would increase the amount of
operating income subject to taxation in higher-tax jurisdictions, or if we were
to commence operations in jurisdictions assessing relatively higher tax rates,
our effective tax rate could fluctuate significantly on a quarterly basis and/or
be adversely affected.


                                       23

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Significant judgment is required in evaluating our uncertain tax positions and
determining our provision for income taxes. Although we believe our reserves are
reasonable, no assurance can be given that the final tax outcome of these
matters will not be different from that which is reflected in our historical
provision for income taxes and accruals. We adjust these reserves in light of
changing facts and circumstances, such as the closing of a tax audit or the
refinement of an estimate. To the extent that the final tax outcome of these
matters is different than the amounts recorded, such differences will impact the
provision for income taxes in the period in which such determination is made.
The provision for income taxes includes the impact of uncertain tax position
reserves and changes to reserves that are considered appropriate, as well as the
related net interest and penalties.

Significant judgment is also required in determining any valuation allowance
recorded against deferred tax assets. In assessing the need for a valuation
allowance, we consider all available evidence, including past operating results,
estimates of future taxable income, and the feasibility of tax planning
strategies. In the event that we change our determination as to the amount of
deferred tax assets that can be realized, we will adjust our valuation allowance
with a corresponding impact to the provision for income taxes in the period in
which such determination is made.

Comparison of the Three and Six Months Ended July 31, 2022 and 2021

Revenue



                      Three Months Ended July 31,               Change              Six Months Ended July 31,               Change
                       2022                 2021          Amount         %            2022               2021         Amount         %
                                                                  (dollars in thousands)
Revenue           $       80,884       $       79,327     $ 1,557         2.0 %   $     171,189       $  149,460     $ 21,729        14.5 %



Revenue increased for the three and six months ended July 31, 2022, as compared
to the same periods in the prior fiscal year. Despite lower product unit
shipments affected by supply chain disruptions in the semiconductor industry,
continued adoption of our CV-based solutions as well as increased revenue from
nonrecurring engineering (NRE) project services resulted in higher revenue in
the automotive camera, professional IP security camera and consumer markets,
especially in the North America and Asia regions other than China. For the three
months ended July 31, 2022, the increase in revenue was partially offset by
decreased revenue from our two largest China customers in the professional IP
security camera market due to lower demand affected by pandemic lockdowns in
China.

Cost of Revenue and Gross Margin



                      Three Months Ended July 31,               Change               Six Months Ended July 31,               Change
                       2022                 2021          Amount         %              2022              2021         Amount         %
                                                                   (dollars in thousands)
Cost of revenue   $       29,820       $       29,908     $   (88 )      (0.3 )%   $       63,578       $  56,276     $  7,302        13.0 %
Gross profit              51,064               49,419       1,645        

3.3 %           107,611          93,184       14,427        15.5 %
Gross margin                63.1 %               62.3 %         -         0.8 %              62.9 %          62.3 %          -         0.6 %



The changes in cost of revenue for the three and six months ended July 31, 2022,
as compared to the same periods in the prior fiscal year, were primarily due to
higher manufacturing cost for CV-based solutions and an approximately $1.9
million adverse purchase order commitment recognized in the second quarter of
fiscal year 2023, partially offset by lower volume of product unit shipments in
the three and six months ended July 31, 2022 affected by supply chain
disruptions in the semiconductor industry.

Gross margin increased for the three and six months ended July 31, 2022, as
compared to the same periods in the prior fiscal year, primarily due to an
increase in the percentage of our total revenue derived from higher gross margin
CV-based solutions and increased sales into automotive markets, as well as
higher margin NRE revenue contracts. A customer concentration shift from the
China region to the North America and Asia regions outside of China in the
professional IP security camera market also contributed to an improvement in the
gross margin.

Research and Development

                      Three Months Ended July 31,                Change                Six Months Ended July 31,                Change
                       2022                 2021           Amount         %            2022                2021           Amount         %
                                                                    (dollars in thousands)
Research and
development       $       52,338       $       39,558     $ 12,780        32.3 %   $      99,028       $      77,432     $ 21,596        27.9 %





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Research and development expense increased for the three and six months ended
July 31, 2022, as compared to the same periods in the prior fiscal year,
primarily due to increased personnel costs, engineering-related expenses and SoC
development cost. Personnel costs increased by approximately $8.4 million and
$17.0 million for the three and six months ended July 31, 2022, respectively, as
a result of higher stock-based compensation expense and an increase of 68
employees, including 44 engineering headcount added from our acquisition of
Oculii Corp, or Oculii, in the fourth quarter of fiscal year 2022.
Engineering-related expenses, including costs and depreciation of equipment and
tools, amortization of licensed intellectual property, outside services and
facility related expenses in support of new SoCs and related applications,
increased by approximately $2.9 million and $4.2 million, respectively. The
increases in research and development expense were also attributable to
increased SoC development cost due to the timing and number of chips in
development. During the three and six months ended July 31, 2022, SoC
development cost increased by approximately $1.5 million and $0.3 million,
respectively.

Selling, General and Administrative



                      Three Months Ended July 31,               Change                Six Months Ended July 31,               Change
                       2022                 2021          Amount         %            2022                2021          Amount         %
                                                                   (dollars in thousands)
Selling,
general and
administrative    $       18,914       $       15,821     $ 3,093        19.5 %   $      39,269       $      31,848     $ 7,421        23.3 %



Selling, general and administrative expense increased for the three and six
months ended July 31, 2022, as compared to the same periods in the prior fiscal
year, primarily due to increased personnel costs, professional services and
increased facility-related expenses. Personnel costs increased by approximately
$2.2 million and $5.7 million, respectively, as a result of higher stock-based
compensation expense and an increase of 31 employees. The increases were also
attributable to approximately $0.7 million and $1.6 million, respectively, of
additional professional services and facility-related expenses to support our
business development in the IP security, automotive and robotics markets.

Other Income (Expense), Net



                      Three Months Ended July 31,                Change                 Six Months Ended July 31,                Change
                      2022                  2021           Amount         %             2022                2021           Amount         %
                                                                     (dollars in thousands)
Other income
(expense), net    $         (26 )       $         218     $   (244 )     (111.9 )%   $       60         $         811     $   (751 )     (92.6 )%



The decreases in other income (expense), net, for the three and six months ended
July 31, 2022, as compared to the same periods in the prior fiscal year, were
primarily due to the full liquidation of our debt security investments in fiscal
year 2022 to finance the acquisition of Oculii, resulting in reduced interests
and yields from investments. In July 2022, we resumed our investment in debt
securities with $100.0 million of investments in money market funds and debt
securities of corporations.

Provision for Income Taxes

                   Three Months Ended July 31,               Change             Six Months Ended July 31,               Change
                    2022                2021          Amount         %           2022               2021         Amount         %
                                                               (dollars in thousands)
Provision for
income taxes    $       3,436       $       1,414     $ 2,022      143.0 %   $      3,846       $      2,689     $ 1,157       43.0 %
Effective tax
rate                   (17.0)    %         (24.6)   %       -        7.6 %         (12.6)    %        (17.6)   %       -        5.0 %


The quarterly income taxes reflect an estimate of the corresponding fiscal year's annual effective tax rate and include, when applicable, adjustments from discrete tax items arising in that quarter.



The increases in income tax expense for the three and six months ended July 31,
2022, as compared to the same periods in the prior fiscal year, were primarily
due to a decrease in the U.S. federal research tax credit, a decrease in tax
benefits from excess stock-based compensation deductions as well as an increase
in non-deductible stock-based compensation, partially offset by a decrease in
the proportion of profits generated in higher tax jurisdictions.


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Liquidity and Capital Resources



As of July 31, 2022 and January 31, 2022, we had cash, cash equivalents and
marketable debt securities of approximately $197.9 million and $171.0 million,
respectively. We invest in highly-liquid, short-term marketable debt securities
and hold these investments as available-for-sale securities. As of July 31,
2022, these securities had a fair value of approximately $100.0 million with
immaterial unrealized losses caused by market fluctuations.

Cash Flows

The following table summarizes our cash flows for the periods indicated:



                                                         Six Months Ended July 31,
                                                        2022                  2021
                                                              (in thousands)

Net cash provided by operating activities $ 33,003 $

9,890


Net cash provided by (used in) investing
activities                                                 (10,311 )        

2,911


Net cash provided by financing activities                    1,209          

4,327


Net increase in cash, cash equivalents and
restricted cash                                    $        23,901       $  

17,128

Net Cash Provided by Operating Activities



Net cash provided by operating activities increased for the six months ended
July 31, 2022, as compared to the same period in the prior fiscal year,
primarily due to higher collection from accounts receivable associated with the
timing of sales and lower inventory purchases due to supply chain disruptions in
the semiconductor industry, partially offset by decreased liabilities associated
with employee benefit payments and the timing of payments to our suppliers.

Net Cash Provided by (Used in) Investing Activities



Net cash used in investing activities increased for the six months ended July
31, 2022, as compared to net cash provided by investing activities for the same
period in the prior fiscal year, primarily due to approximately $9.6 million
less net cash receipts from debt security investments after a full liquidation
of investments in fiscal year 2022 and approximately $4.3 million higher cash
payments for purchase of tangible and intangible assets, partially offset by an
approximately $0.7 million claim from an escrow account associated with the
acquisition of Oculii.

Net Cash Provided by Financing Activities



Net cash provided by financing activities decreased for the six months ended
July 31, 2022, as compared to the same period in the prior fiscal year,
primarily due to approximately $3.1 million less cash proceeds from option
exercises and employee stock purchase withholdings as a result of lower average
stock price in the current fiscal year.

Stock Repurchase Program



No ordinary shares were repurchased during the six months ended July 31, 2022.
On May 27, 2022, our Board of Directors approved an extension of the current
share repurchase program for an additional twelve months ending June 30, 2023.
The repurchase program does not obligate us to acquire any particular amount of
ordinary shares, and it may be suspended at any time at our discretion. As of
July 31, 2022, there was approximately $49.0 million remaining available for
repurchases under the repurchase program through June 30, 2023.

Operating and Capital Expenditure Requirements



As of July 31, 2022, we had cash, cash equivalents and marketable debt
securities of approximately $197.9 million. We believe that our existing cash
balances will be sufficient to meet our anticipated cash requirements through at
least the next 12 months. In the future, we expect our operating and capital
expenditures to increase as we increase headcount, expand our business
activities, and implement and enhance our information technology platforms. As
we expand our operations, we may require more working capital. If our available
cash balances are insufficient to satisfy our future liquidity requirements, we
may seek to sell equity or convertible debt securities or borrow funds
commercially. The sale of equity and convertible debt securities may result in
dilution to our shareholders, and those securities may have rights senior to
those of our ordinary shares. If we raise additional funds through the issuance
of convertible debt securities or borrowing funds commercially, we may become
subject to covenants that would restrict our operations. We may require
additional capital beyond our currently anticipated amounts. Additional capital
may not be available to us on reasonable terms, or at all.


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Our short- term and long-term capital requirements will depend on many factors, including the following:


  • our ability to generate cash from operations;


  • our ability to control our costs;

• the expansion of our research and development of new technologies and


            products to address new markets and applications;


• the magnitude and duration of COVID-19 impact, as well as measures


            implemented to control the spread of the virus;


  • the emergence of competing or complementary technologies or products;


  • global economic and political conditions;


        •   the costs of filing, prosecuting, defending and enforcing any patent
            claims and other intellectual property rights or participating in
            litigation-related activities; and

• our acquisition of complementary businesses, products and technologies.

Contractual Obligations, Commitments and Contingencies

Manufacturing Purchase Obligations

As of July 31, 2022, we had purchase obligations with our independent contract manufacturers of $68.3 million.



Except as described above with respect to the manufacturing purchase
obligations, there were no other material changes in our contractual
obligations, commitments and contingencies from those disclosed in our Annual
Report on Form 10-K for the fiscal year ended January 31, 2022. Please see Item
7, "Management's Discussion and Analysis of Financial Condition and Results of
Operations - Contractual Obligations, Commitments and Contingencies" in our
Annual Report on Form 10-K for the fiscal year ended January 31, 2022 for a
description of our contractual obligations.

Off-Balance Sheet Arrangements



As of July 31, 2022, we did not engage in any off-balance sheet arrangements,
including the use of structured finance, special purpose entities or variable
interest entities.

Recent Authoritative Accounting Guidance

See Note 1 of Notes to Condensed Consolidated Financial Statements for information regarding recently issued accounting pronouncements.

Critical Accounting Policies and Significant Management Estimates

There have been no material changes to our critical accounting policies and estimates as compared to the critical accounting policies and estimates described in our Annual Report on Form 10-K for the 2022 fiscal year filed with the SEC on April 1, 2022.

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