Item 2.02 Results of Operations and Financial Condition

The information under the caption "Non-GAAP Financial Information" in Item 7.01 below is incorporated by reference into this Item 2.02.

Item 7.01 Regulation FD Disclosure.



The Tanshin is substantially the same as the Company's Quarterly Report on Form
10-Q for the quarter ended September 30, 2022, except the following supplemental
information is provided:

• Financial Results Forecast - In the Tanshin, the Company included the

financial result forecast for the year ending December 31, 2022. The

forecasted financial results in the tables below did not change as compared


      to the forecasted financial results for the year ending December 31, 2022
      presented in the Company's Current Report on Form 8-K filed with the
      Securities and Exchange Commission on February 10, 2022.

The following table contains the forecasted financial results for the year ending December 31, 2022 (in thousands, except for per share amounts):




                                                                       Income
                                                                       before                            Non-GAAP
                                                   Income from         income                           Net Income
Year Ending December 31,             Revenue        operations          taxes         Net income            (1)
2022                                 $ 71,469     $       19,882     $    19,922     $     17,133       $    19,313



                                                                                     Non-GAAP         Non-GAAP
Year Ending December 31,                   Basic EPS (1)      Diluted EPS (1)       Basic EPS       Diluted EPS
2022                                      $          0.94     $           0.89     $       1.06     $       1.01




(1) The forecasted basic and diluted Earnings Per Share, or EPS, for the year
ending December 31, 2022 was computed using forecasted weighted average shares
outstanding for the year ending December 31, 2022. The forecasted non-GAAP
amounts exclude stock-based compensation of $2.2 million (¥250.8 million), net
of the related income tax impact, using an assumed 14.00% effective tax rate.

The Company's forecasts are made in U.S. dollars.



For the third quarter of 2022, automotive revenue was $8.7 million, an increase
of 5% as compared to the same quarter of 2021, and security surveillance revenue
was $6.8 million, a decrease of 23% as compared to the same quarter of 2021. For
the nine months ended September 30, 2022, automotive revenue was $27.8 million,
an increase of 22% as compared to the same period of 2021, and security
surveillance revenue was $20.8 million, a decrease of 15% as compared to the
same period of 2021. Gross margins increased slightly during the third quarter
of 2022 as compared to the previous year from 54% to 55% and by 2% from 54% to
56% for the nine months ending September 30, 2022 as compared to the same period
of 2021, due to changes in product mix and market mix. The lockdown in Shanghai
and supply chain difficulties eased during the third quarter of 2022.

The Company is still seeing weakness in product demand in the fourth quarter of
2022 due to inventory adjustments by its customers. This weakness in product
demand may continue into the first half of 2023 and impact our original revenue
plan provided in February 2022. However, the Company expects the impact to be
somewhat mitigated since new design-wins are in the process of migrating to
volume production, which will partially offset the potential impact of the
current weakness in product demand. As a result, the Company believes that
revenue of the fourth quarter will exceed that of the third quarter and the
impacts to the forecasted 2022 annual revenue could be a decrease of several
percentage points with minimal impact, if any, to net income. The Company
strongly believes that it has not lost any significant business and that the
major causes adversely impacting market demand include inventory adjustments at
customer end, a lack of semiconductors manufactured by other suppliers and
world-wide inflationary pressures.

The Company began distributing samples of its newly developed products in the
third quarter of 2022 and will continue to distribute these products, consisting
of the CMOS Image Sensor and semiconductors of door-phone, into the fourth
quarter of 2022. The Company expects to begin volume production in
2023. Additionally, as semiconductor demand decreases worldwide in response to
slowing economies, the available manufacturing capacity for the Company's new
product line increases. Therefore, the Company believes it will be able to
secure sufficient manufacturing capacity for the CMOS Image Sensor and other new
products in 2023.

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Covid-19 Considerations - Since it is difficult to predict the future spread of
COVID-19 and the timing of its cessation, the Company has provided its forecast
figures based on the assumption that COVID-19 will continue to have the same
level of impact during fiscal year 2022 as it does at present.

• Non-GAAP Financial Information - In the Tanshin, the Company presents

non-GAAP income from operations and non-GAAP net income based on the

exclusion of stock-based compensation expense and the related tax impact.

The following tables contain a reconciliation of the non-GAAP financial measures to the most directly comparable GAAP financial measures (in thousands):



                                                                Income
Nine Months Ended September 30, 2022                       from operations              Net income
GAAP                                                      $

14,098 $ 12,634


  Stock-based compensation expense                                     1,410                     1,410
  Adjustment for taxes (1)                                                 -                      (144 )
Non-GAAP                                                  $

15,508 $ 13,900

(1) Adjustment for taxes based on a 10.20% effective tax rate, which is our assumed effective tax rate for fiscal 2022 as of September 30, 2022.





                                                                Income
Nine Months Ended September 30, 2021                       from operations              Net income
GAAP                                                      $

14,607 $ 12,735


  Stock-based compensation expense                                     1,317                     1,317
  Adjustment for taxes (1)                                                 -                      (171 )
Non-GAAP                                                  $

15,924 $ 13,881

(1) Adjustment for taxes based on a 13.02% effective tax rate, which was our assumed effective tax rate for fiscal 2021 as of September 30, 2021.





Note on non-GAAP financial information: The Company uses non-GAAP measures of
adjusted income from operations and net income, which are adjusted from results
based on GAAP to exclude certain expenses. These non-GAAP financial measures are
provided to enhance the user's overall understanding of the Company's current
financial performance and its prospects for the future. Specifically, the
Company's management believes that non-GAAP results provide useful information
to the Company's board of directors, management and investors as these non-GAAP
results exclude certain expenses that management believes are not indicative of
the Company's core operating results and can be impacted by factors beyond
management's direct control, such as the market price of the Company's Japanese
Depositary Shares. These non-GAAP results are some of the primary measurements
management uses to assess the Company's performance, allocate resources and plan
for future periods. Reported non-GAAP results should only be considered as
supplemental to results prepared in accordance with GAAP, and not considered as
a substitute for, or superior to, GAAP results. These non-GAAP measures may
differ from the non-GAAP measures reported by other companies in the Company's
industry. A reconciliation of non-GAAP guidance measures to corresponding GAAP
measures on a forward-looking basis is not available due to high variability and
low visibility with respect to the charges which are excluded from these
non-GAAP measures.

• In the Tanshin, financial statements denominated in Japanese yen are

disclosed as supplementary information. The amounts were translated at

144.81 Japanese yen per U.S. dollar, which was the Telegraphic Transfer

Middle Rate as per MUFG Bank, Ltd. (formerly Bank of Mitsubishi UFJ) as of

September 30, 2022.


Audit Procedures:
This Tanshin is not in the scope of audit procedures by the Company's
independent auditors under the Financial Instruments and Exchange Act of Japan.
Additionally, as of the date of this Tanshin, audit procedures performed in
accordance with the standards of the Public Company Accounting Oversight Board
("PCAOB") in the United States have yet to be completed. The Company's
independent auditors have not compiled or been involved in the preparation of
the forecasted financial results for the year ending December 31, 2022.
Accordingly, they assume no responsibility for the accuracy or presentation of
this information.

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Forward-Looking Statements



The Tanshin and this Current Report include forward-looking statements that
involve a number of risks and uncertainties, many of which are beyond the
Company's control. The Company's actual results may differ from those
anticipated or expressed in these forward-looking statements as a result of
various factors, including those set forth in the Company's Annual Report on
Form 10-K for the year ended December 31, 2021 filed with the Securities and
Exchange Commission, and the differences may be material. All statements other
than statements of historical facts contained in the Tanshin and this Current
Report, including statements regarding our future results of operations and
financial position, revenue forecast, strategy and plans, and our expectations
for future operations, are forward-looking statements. The words "anticipate",
"believe," "continue," "could," "design," "estimate," "intend," "may," "plan,"
"project," "will," or the negative version of these words and similar
expressions are intended to identify forward-looking statements. We have based
these forward-looking statements largely on our current expectations and
projections about future events and trends that we believe may affect our
financial condition, results of operations, strategy, short-term and long-term
business operations and objectives, and financial needs. These forward-looking
statements are subject to a number of risks, uncertainties and assumptions,
including the following:

• our future financial performance, including our revenue, cost of sales

and operating expenses;

• our market opportunity and our ability to effectively manage or sustain

our growth;

• our ability to attract and retain end-customers in our current or future

target markets;

• our ability to continue to develop new technologies and obtain and

maintain intellectual property rights protecting such technologies;

• our ability to form and expand partnerships with technology partners and

consulting partners;


     •    our ability to maintain, protect and enhance our intellectual property;
     •    our ability to successfully defend litigation brought against us;
     •    new product releases and timing;
     •    anticipated trends, key factors and challenges in our business and the

competition that we face;

• the impact of the COVID-19 pandemic, uncertainty and volatility in the

macroeconomic environment, including inflationary pressures, changes in

the political or economic environment, including geopolitical conflicts

on our business and the success of any measures we have taken or may

take in the future in response thereto;

• laws and regulations applicable to our business, including export

restrictions and measures taken by government authorities in response to


          the COVID-19 pandemic;
     •    our liquidity and working capital requirements; and
     •    our expectations regarding future expenses and investments.


In light of these risks, uncertainties and assumptions the forward-looking
events and circumstances discussed in the Tanshin and this Current Report may
not occur, and actual results could differ materially and adversely from those
anticipated or implied in the forward-looking statements. Although we believe
that the expectations reflected in the forward-looking statements are
reasonable, we cannot guarantee future results, level of activity, performance
or achievements. Any forward-looking statement made by us in the Tanshin and
this Current Report speaks only as of the date on which it is made. We do not
intend to update any of these forward-looking statements after the date of the
Tanshin and this Current Report, except as required by law.



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