UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO
RULE 13a-16
OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of November 2024
Commission File Number: 001-40842
VALENS SEMICONDUCTOR LTD.
(Exact name of registrant as specified in its
charter)
8 Hanagar St. POB 7152
Hod Hasharon 4501309
Israel
(Address of principal executive office)
Indicate by check mark whether the registrant files
or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☒ Form
40-F ☐
EXPLANATORY NOTE
Exhibit 99.1 to this report, furnished on Form
6-K, is incorporated by reference into the Registrant’s registration statement on Form F-3 (File No. 333-260390) and Form S-8 (File
Nos. 333-259849, 333-269250 and 333-276520), except with respect to the second, third, fourth, fifth and sixth paragraphs and all text
under the heading “Financial Outlook,” which shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934 or otherwise subject to the liabilities of that section.
TABLE OF CONTENTS
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
| |
VALENS SEMICONDUCTOR LTD. |
| |
|
|
|
| |
By: |
/s/ Gideon Ben-Zvi |
| |
|
Name: |
Gideon Ben-Zvi |
| |
|
Title: |
Chief Executive Officer |
Date: November 6, 2024
3
Exhibit 99.1
Valens Semiconductor Reports Third Quarter 2024 Results
Reports beats on all guidance metrics
Awarded three automotive design wins from leading
European OEMs for VA7000 MIPI A-PHY chipsets
Announces organizational changes and leadership
transitions
Will host Investor Day on November 12, 2024
HOD HASHARON, Israel, November 6, 2024 /PRNewswire/
-- Valens Semiconductor Ltd. (NYSE: VLN), a leader in high-performance connectivity, today reported financial results for the third quarter
ended September 30, 2024.
“We delivered solid third quarter results,
reflecting the growth in the demand for our high-performance connectivity solutions” said Gideon Ben-Zvi, CEO of Valens Semiconductor.
“We surpassed the top end of our guidance on all metrics this quarter, driven by the growing demand for our technology from customers
adopting our chipsets to create cutting-edge products.
“We are especially excited about our three
new automotive design wins from leading European OEMs this quarter. We expect our VA7000 chipsets to be integrated into certain vehicle
models starting in 2026 with accelerated adoption in 2027 and 2028. Additionally, now that leading OEMs have validated our technology,
we are poised to expand our opportunity set with other OEMS and Tier-1 automotive suppliers looking to adopt the MIPI A-PHY standard.
“In our audio-video market, we are excited
to see a high rate of adoption of our VS6320 chips with more than 50 customers now developing new products using them. We believe this
reflects growing market demand for reliable, streamlined, and affordable connectivity and validates our groundbreaking technology. We
expect the VS6320 to power a record number of customer products and are planning a robust lineup of new product launches over the next
12 months. We anticipate initial sales from the VS6320 before the end of the year with a continued ramp towards the end of 2025.
“We are seeing new opportunities for both
our VA7000 and VS6320 technology in the dynamic machine vision vertical where growth is being driven by factory and warehouse automation,
as well as more demanding inspection regulations. In this vertical, several camera module manufacturers are already integrating our chipsets
into their cutting-edge products. We also received outstanding feedback from prospective customers on our technology at the recent VISION
tradeshow.
“We are pleased with our progress in the
third quarter and the momentum we are seeing in our business. Given the continued validation of our industry-leading technology and our
fortress balance sheet, we are well positioned to capitalize on exciting growth opportunities in both existing industries and new ones,”
concluded Ben-Zvi.
Recent Business Highlights
| ● | Achieved three design wins with European automotive
OEMs for the VA7000 MIPI A-PHY compliant chipset, validating Valens’ position as a key supplier of ADAS connectivity solutions.
|
| ● | Progressed with the integration of Acroname,
expanding Valens’ position in the industrial market with a holistic USB-focused offering. |
| ● | Showcased VA7000 and VA6320 chipsets at VISION
trade show and engaged with leading camera module manufacturers (Teledyne e2v, FRAMOS, Leopard Imaging, and others) in industrial machine
vision. |
| ● | Unveiled the breakthrough USB3 and industrial
grade extender solution which eliminates the need for multiple cables and accelerates time to market for industrial vendors. |
| ● | More than 50 customers are developing VS6320
based products for the audio-video market. |
Key Financial Highlights
| ● | Third quarter 2024 revenues reached $16.0 million,
exceeding our guidance of between $14.7 million dollars to $15.4 million dollars. This compared to $13.6 million in the second quarter
of 2024 and compared to $14.2 million in the third quarter of 2023. |
| o | Audio-video revenues accounted for approximately 60% of total revenues at $9.4 million compared to $8.1
million dollars in the second quarter of 2024 and compared to $9.7 million in the third quarter of 2023. |
| o | Acroname contributed revenues of $1.6 million in its first full quarter following the acquisition in May,
exceeding the guidance of $1.2-1.4 million. Acroname’s results are included in the Audio- Video segment results. |
| o | Automotive revenues accounted for approximately 40% of total revenues at $6.6 million, compared to $5.5
million dollars in the second quarter of 2024 and compared to $4.5 million in the third quarter of 2023. |
| ● | GAAP gross margin was 56.4% for the third quarter of 2024, above guidance
of between 52% and 53% (non-GAAP gross margin was 60.7%). This compared to GAAP gross margin of 61.4% in the second quarter of 2024 (non-GAAP
gross margin of 64.5%) and 58.9% for the third quarter of 2023 (non-GAAP gross margin of 61.1%). |
| o | On a segment basis, audio-video gross margin was 70.2% and automotive gross margin was 37.0% compared to 75.4% and 40.9%, respectively,
in the second quarter of 2024 and compared to 75.8% and 21.6%, respectively, in the third quarter of 2023. The increase in automotive
gross margin compared to the third quarter of 2023 was due to improvement in our chip costs. The decrease in Audio Video gross margin
was due to product mix shift and lower fixed cost absorption. |
| ● | GAAP net loss was $(10.4) million in the third quarter of 2024, compared
to a GAAP net loss of $(8.9) million in the second quarter of 2024 and compared to $(12.5) million in the third quarter of 2023. |
| ● | Adjusted EBITDA loss in the third quarter of 2024 was $(5.1) million, beating
the guidance range of a loss between $(6.8) million and $(6.3) million. This compared to Adjusted EBITDA loss of $(5.2) million in the
second quarter of 2024 and compared to $(8.8) million in the third quarter of 2023. |
| ● | Strong balance sheet of $133.1 million in cash,
cash equivalents and short-term deposits, and no debt, as of September 30, 2024, compared to $130.6 million on June 30, 2024, and $142.0
million on Dec 31, 2023. |
| ● | Inventory balance of $11.7 million on September 30, 2024, down compared to
$14.1 million on June 30, 2024, and $13.8 million as of Dec 31, 2023. |
Financial Outlook
“Looking ahead, we remain confident in our
growth potential for the medium and long term,” said Guy Nathanzon, CFO of Valens Semiconductor. “We are committed to pushing
the boundaries of connectivity with our advanced chipsets that empower customers to bring disruptive products to both established and
emerging markets.”
“Our fourth quarter 2024 revenues are expected
to range between $16.0 million and $16.3 million. Gross margin is expected to range between 58.0% and 62.0%, and adjusted EBITDA loss
is expected to range between $(4.9) million and $(4.0) million. For the full year 2024, we expect revenues to be in the range of $57.2
million and $57.5 million. Gross margin is expected to range between 58.0% and 60.0%, and adjusted EBITDA loss is expected to range between
$(22.3) million and $(21.4) million. We ended the third quarter with a strong cash position and look forward to investing in innovation
and strategic acquisitions that support long-term growth,” concluded Nathanzon.
Disclaimer: Valens Semiconductor does not provide
GAAP net profit (loss) guidance as certain elements of net profit (loss), including share-based compensation expenses and warrant valuations,
are not predictable due to the high variability and difficulty of making accurate forecasts. Adjusted EBITDA is a non-GAAP measure. See
the tables below for additional information regarding this and other non-GAAP metrics used in this release.
Organizational Changes and Leadership Transitions
To address new opportunities across verticals, the Company is implementing
organizational changes within the Audio-Video business unit. Valens’ Audio-Video Business Unit will now be named Cross Industry
Business Unit, encompassing verticals including Audio-Video, Industrial, Machine Vision, and Medical. To facilitate the Company’s
growth strategy, the Cross Industry Business Unit will also include a change in leadership. Valens is confident that these changes will
enable the Company to achieve its goals in these new high-growth markets.
Gideon Ben-Zvi said, “After over a decade,
Gabi Shriki will be stepping down as SVP, Head of Valens’ Audio-Video Business Unit. Gabi has been instrumental in establishing
and growing the Audio-Video Business and has played a pivotal role in positioning Valens as the unrivaled leader in Professional Audio-Video
connectivity. On behalf of the Valens team, I would like to thank Gabi for his outstanding dedication and vast contributions to the Company,”
concluded Ben-Zvi. The new Head of Cross Industry Business Unit, whose name will be disclosed at a later date, will join Valens starting
February 16, 2025. Gabi will remain at Valens to facilitate a seamless transition.
The Company has announced that Gideon Kedem, SVP,
Head of Valens’ Automotive Business will be retiring at the end of the year and Adar Segal has been appointed to the role of SVP,
Head of Automotive Sales and Business Development, effective January 1, 2025. Gideon Kedem will remain at Valens to facilitate a seamless
transition.
Gideon Ben-Zvi said, “Gideon Kedem’s
tenure at Valens has been marked by his exceptional leadership, dedication, and an unwavering focus on advancing our automotive business.
I would like to thank Gideon Kedem for postponing his personal retirement plans until he achieved his goal of securing new design wins
for Valens. After laying the foundation for future success, he is now ready to pass on the leadership of the Automotive Business. We thank
Gideon Kedem for his many contributions to Valens and wish him all the best in his retirement.”
Adar Segal joins Valens with over 20 years of
expertise in technology-driven sales, complex deal structures, and partnerships across multiple high-tech industries. In his most recent
roles, Adar led strategic growth at companies such as TriEye and Cadence Design Systems.
Ben-Zvi added, “Adar is a seasoned executive
in our industry. His extensive background, track record, and industry relationships make him the ideal leader for the next phase of our
success in our automotive business. In this role, he will focus on automotive sales and business development as we continue to pursue
OEM design wins and expand our market reach. We are excited to welcome Adar into the Valens team and look forward to the vision he brings
to advance our strategic goals.”
Investor Day
Valens Semiconductor will host an Investor Day
on Tuesday, November 12, 2024, at 12 p.m. Eastern Time (ET) in New York City. The event, hosted by Gideon Ben Zvi, CEO, and Guy Nathanzon,
CFO, will feature the Company’s enhanced strategic plan, long-term financial objectives and expanded go-to-market strategy focused
on high-growth industries and applications. Valens will also demonstrate its advanced technology and share video testimonials from leading
customers and partners. Due to limited capacity, attendance is by invitation only. Interested parties can contact Investors@valens.com.
Conference Call Information
Valens Semiconductor will host a conference call
today, Wednesday, November 6, 2024, at 8:30 a.m. ET to discuss its third quarter 2024 financial results and business outlook. To access
this call, dial (at least 10 minutes before the scheduled time) +1 (888) 281-1167 (U.S.), 0 (808) 101-2717 (UK), 03 918 0610 (Israel)
or +972 3 918 0610 (all other locations). A live webcast of the conference call will be available via the investor relations section of
Valens Semiconductor’s website at Valens - Financials - Quarterly Results. The live webcast can also be accessed by clicking here.
A replay of the conference call will be available on Valens Semiconductor’s website shortly after the call concludes.
Forward-Looking Statements
This press release includes “forward-looking
statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform
Act of 1995. Forward-looking statements may be identified by the use of words such as “estimate,” “plan,” “project,”
“forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,”
“target” or other similar expressions that predict or indicate future events or trends or that are not statements of historical
matters. These forward-looking statements include, but are not limited to, statements regarding our anticipated future results, including
financial results, currency exchange rates, and contract wins, and future economic and market conditions. These statements are based on
various assumptions, whether or not identified in this press release, and on the current expectations of Valens Semiconductor’s (“Valens”)
management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only
and are not intended to serve as and must not be relied on by any investor as a guarantee, an assurance, a prediction or a definitive
statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions.
Many actual events and circumstances are beyond the control of Valens Semiconductor. These forward-looking statements are subject to a
number of risks and uncertainties, including the cyclicality of the semiconductor industry; the effect of inflation and a rising interest
rate environment on our customers and industry; the ability of our customers to absorb inventory; competition in the semiconductor industry,
and the failure to introduce new technologies and products in a timely manner to compete successfully against competitors; if Valens fails
to adjust its supply chain volume due to changing market conditions or fails to estimate its customers’ demand; disruptions in relationships
with any one of Valens’ key customers; any difficulty selling Valens’ products if customers do not design its products into their product
offerings; Valens’ dependence on winning selection processes; even if Valens succeeds in winning selection processes for its products,
Valens may not generate timely or sufficient net sales or margins from those wins; sustained yield problems or other delays or quality
events in the manufacturing process of products; our ability to effectively manage, invest in, grow, and retain our sales force, research
and development capabilities, marketing team and other key personnel; our ability to timely adjust product prices to customers following
price increase by the supply chain; our ability to adjust our inventory level due to reduction in demand due to inventory buffers accrued
by customers; our expectations regarding the outcome of any future litigation in which we are named as a party; our ability to adequately
protect and defend our intellectual property and other proprietary rights; our ability to successfully integrate or otherwise achieve
anticipated benefits from acquired businesses; the market price and trading volume of the Valens ordinary shares may be volatile and could
decline significantly; political, economic, governmental and tax consequences associated with our incorporation and location in Israel;
and those factors discussed in Valens’ Form 20-F filed with the SEC on February 28, 2024 under the heading “Risk Factors,” and
other documents of Valens filed, or to be filed, with the SEC. If any of these risks materialize or our assumptions prove incorrect, actual
results could differ materially from the results implied by these forward-looking statements. There may be additional risks that Valens
does not presently know or that Valens currently believes are immaterial that could also cause actual results to differ from those contained
in the forward-looking statements. In addition, forward-looking statements reflect Valens’ expectations, plans or forecasts of future
events and views as of the date of this press release. Valens anticipates that subsequent events and developments may cause Valens’ assessments
to change. However, while Valens may elect to update these forward-looking statements at some point in the future, Valens specifically
disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing Valens’ assessment as of
any date subsequent to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements.
About Valens Semiconductor
Valens Semiconductor is a leader in high-performance
connectivity, enabling customers to transform the digital experiences of people worldwide. Valens’ chipsets are integrated into countless
devices from leading customers, powering state-of-the-art audio-video installations, next-generation videoconferencing, and enabling the
evolution of ADAS and autonomous driving. Pushing the boundaries of connectivity, Valens sets the standard everywhere it operates, and
its technology forms the basis for the leading industry standards such as HDBaseT® and MIPI A-PHY. For more information, visit https://www.valens.com/.
VALENS SEMICONDUCTOR LTD.
SUMMARY OF FINANCIAL RESULTS
(U.S. Dollars in thousands, except per share
amounts)
| | |
Three
Months Ended
September 30, | | |
Nine
Months Ended
September 30, | |
| | |
2024 | | |
2023 | | |
2024 | | |
2023 | |
| Revenues | |
| 16,038 | | |
| 14,166 | | |
| 41,194 | | |
| 62,221 | |
| Gross Profit | |
| 9,045 | | |
| 8,338 | | |
| 24,204 | | |
| 39,065 | |
| Gross Margin | |
| 56.4 | % | |
| 58.9 | % | |
| 58.8 | % | |
| 62.8 | % |
| Net loss | |
| (10,355 | ) | |
| (12,492 | ) | |
| (29,266 | ) | |
| (22,451 | ) |
| Working Capital1 | |
| 136,146 | | |
| 152,560 | | |
| 136,146 | | |
| 152,560 | |
| Cash, cash equivalents and short-term deposits2 | |
| 133,098 | | |
| 142,696 | | |
| 133,098 | | |
| 142,696 | |
| Net cash provided by (used in) operating activities | |
| 2,964 | | |
| 6,088 | | |
| 1,349 | | |
| (2,223 | ) |
| Non-GAAP Financial Data | |
| | | |
| | | |
| | | |
| | |
| Non-GAAP Gross Margin3 | |
| 60.7 | % | |
| 61.1 | % | |
| 62.3 | % | |
| 64.2 | % |
| Adjusted EBITDA Loss4 | |
| (5,137 | ) | |
| (8,831 | ) | |
| (17,374 | ) | |
| (12,471 | ) |
| Non-GAAP Loss per share (in U.S. Dollars)5 | |
$ | (0.03 | ) | |
$ | (0.08 | ) | |
$ | (0.13 | ) | |
$ | (0.11 | ) |
| 1 | Working Capital is calculated as Total Current Assets,
less Total Current Liabilities, as of the last day of the period. |
| 2 | As of the last day of the period. |
| 3 | GAAP Gross Profit excluding share-based compensation,
depreciation and amortization expenses, divided by revenue. For the three months ended September 30, 2024, and 2023,
share-based compensation, depreciation and amortization expenses were $684 thousand and $312 thousand, respectively. For the nine
months ended September 30, 2024, and 2023, share-based compensation, depreciation and amortization expenses were $1,454 thousand and
$872 thousand, respectively. |
| 4 | Adjusted EBITDA is defined as Net profit (loss) before
financial income (expense), net, income taxes, equity in earnings of investee and depreciation and amortization, further adjusted to
exclude share-based compensation, certain batch production incident expenses and change in fair value of Forfeiture Shares and earnout
liability, which may vary from period-to-period. We caution investors that amounts presented in accordance with our definition of Adjusted
EBITDA may not be comparable to similar measures disclosed by other issuers, because not all issuers calculate Adjusted EBITDA in the
same manner. Adjusted EBITDA should not be considered as an alternative to Net loss or any other performance measures derived in accordance
with GAAP or as an alternative to cash flows from operating activities as a measure of our liquidity. Please refer to the appendix at
the end of this press release for a reconciliation to the most directly comparable measure in accordance with GAAP. |
| 5 | See reconciliation
of GAAP to non-GAAP financial measures. |
VALENS SEMICONDUCTOR LTD.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(U.S. Dollars in thousands, except share and per share amounts)
| | |
Three
Months Ended
September 30, | | |
Nine Months Ended
September 30, | |
| | |
2024 | | |
2023 | | |
2024 | | |
2023 | |
| | |
| | |
| | |
| | |
| |
| REVENUES | |
| 16,038 | | |
| 14,166 | | |
| 41,194 | | |
| 62,221 | |
| COST OF REVENUES | |
| (6,993 | ) | |
| (5,828 | ) | |
| (16,990 | ) | |
| (23,156 | ) |
| GROSS PROFIT | |
| 9,045 | | |
| 8,338 | | |
| 24,204 | | |
| 39,065 | |
| OPERATING EXPENSES: | |
| | | |
| | | |
| | | |
| | |
| Research and development expenses | |
| (10,309 | ) | |
| (13,419 | ) | |
| (30,415 | ) | |
| (39,540 | ) |
| Sales and marketing expenses | |
| (4,880 | ) | |
| (4,015 | ) | |
| (13,636 | ) | |
| (13,330 | ) |
| General and administrative expenses | |
| (5,825 | ) | |
| (3,843 | ) | |
| (12,793 | ) | |
| (11,376 | ) |
| Change in earnout liability | |
| (264 | ) | |
| - | | |
| (292 | ) | |
| - | |
| TOTAL OPERATING EXPENSES | |
| (21,278 | ) | |
| (21,277 | ) | |
| (57,136 | ) | |
| (64,246 | ) |
| OPERATING LOSS | |
| (12,233 | ) | |
| (12,939 | ) | |
| (32,932 | ) | |
| (25,181 | ) |
| Change in fair value of Forfeiture Shares | |
| 3 | | |
| 89 | | |
| 38 | | |
| 1,618 | |
| Financial income, net | |
| 1,885 | | |
| 368 | | |
| 3,659 | | |
| 1,160 | |
| LOSS BEFORE INCOME TAXES | |
| (10,345 | ) | |
| (12,482 | ) | |
| (29,235 | ) | |
| (22,403 | ) |
| INCOME TAXES | |
| (14 | ) | |
| (16 | ) | |
| (52 | ) | |
| (61 | ) |
| LOSS AFTER INCOME TAXES | |
| (10,359 | ) | |
| (12,498 | ) | |
| (29,287 | ) | |
| (22,464 | ) |
| Equity in earnings of investee | |
| 4 | | |
| 6 | | |
| 21 | | |
| 13 | |
| NET LOSS | |
| (10,355 | ) | |
| (12,492 | ) | |
| (29,266 | ) | |
| (22,451 | ) |
| EARNINGS PER SHARE DATA: | |
| | | |
| | | |
| | | |
| | |
BASIC AND DILUTED NET LOSS PER ORDINARY SHARE6 (in U.S. Dollars) | |
$ | (0.10 | ) | |
$ | (0.12 | ) | |
$ | (0.28 | ) | |
$ | (0.22 | ) |
WEIGHTED AVERAGE NUMBER
OF SHARES AND VESTED RSUS USED IN COMPUTING NET LOSS PER ORDINARY SHARE | |
| 106,098,703 | | |
| 102,216,654 | | |
| 105,075,212 | | |
| 101,659,653 | |
VALENS SEMICONDUCTOR LTD.
CONDENSED CONSOLIDATED BALANCE SHEETS
(U.S. Dollars in thousands)
| | |
September 30,
2024 | | |
December 31,
2023 | |
| ASSETS | |
| | |
| |
| | |
| | |
| |
| CURRENT ASSETS | |
| | |
| |
| Cash and cash equivalents | |
| 35,443 | | |
| 17,261 | |
| Short-term deposits | |
| 97,655 | | |
| 124,759 | |
| Trade accounts receivable | |
| 7,217 | | |
| 14,642 | |
| Inventories | |
| 11,737 | | |
| 13,836 | |
| Prepaid expenses and other current assets | |
| 3,000 | | |
| 4,196 | |
| TOTAL CURRENT ASSETS | |
| 155,052 | | |
| 174,694 | |
| | |
| | | |
| | |
LONG-TERM ASSETS: | |
| | | |
| | |
| Property and equipment, net | |
| 2,889 | | |
| 2,954 | |
| Operating lease right-of-use assets | |
| 6,460 | | |
| 2,202 | |
| Intangible assets | |
| 4,937 | | |
| - | |
| Goodwill | |
| 1,847 | | |
| - | |
| Other assets | |
| 702 | | |
| 708 | |
| TOTAL LONG-TERM ASSETS | |
| 16,835 | | |
| 5,864 | |
| | |
| | | |
| | |
| TOTAL ASSETS | |
| 171,887 | | |
| 180,558 | |
| LIABILITIES AND SHAREHOLDERS’ EQUITY | |
| | | |
| | |
| | |
| | | |
| | |
| CURRENT LIABILITIES | |
| 18,906 | | |
| 15,931 | |
| | |
| | | |
| | |
| LONG-TERM LIABILITIES | |
| | | |
| | |
| | |
| | | |
| | |
| Forfeiture Shares | |
| - | | |
| 38 | |
| Non-current operating leases liabilities | |
| 3,598 | | |
| 190 | |
| Earnout liability | |
| 2,328 | | |
| - | |
| Other long-term liabilities | |
| 66 | | |
| 95 | |
| TOTAL LONG-TERM LIABILITIES | |
| 5,992 | | |
| 323 | |
| | |
| | | |
| | |
| TOTAL LIABILITIES | |
| 24,898 | | |
| 16,254 | |
| | |
| | | |
| | |
| TOTAL SHAREHOLDERS’ EQUITY | |
| 146,989 | | |
| 164,304 | |
| | |
| | | |
| | |
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | |
| 171,887 | | |
| 180,558 | |
VALENS SEMICONDUCTOR LTD.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(U.S. Dollars in thousands)
| | |
Three Months Ended September 30, | | |
Nine Months Ended September 30, | |
| | |
2024 | | |
2023 | | |
2024 | | |
2023 | |
| CASH FLOW FROM OPERATING ACTIVITIES | |
| | |
| | |
| | |
| |
| Net loss for the period | |
| (10,355 | ) | |
| (12,492 | ) | |
| (29,266 | ) | |
| (22,451 | ) |
| Adjustments to reconcile net loss to net cash used in operating activities: | |
| | | |
| | | |
| | | |
| | |
| Income and expense items not involving cash flows: | |
| | | |
| | | |
| | | |
| | |
| Depreciation and amortization | |
| 823 | | |
| 400 | | |
| 1,758 | | |
| 1,193 | |
| Stock-based compensation | |
| 3,760 | | |
| 3,708 | | |
| 11,259 | | |
| 11,517 | |
| Exchange rate differences | |
| 87 | | |
| 1,379 | | |
| 1,353 | | |
| 3,652 | |
| Interest on short-term deposits | |
| (312 | ) | |
| 22 | | |
| 605 | | |
| (367 | ) |
| Change in fair value of forfeiture shares | |
| (3 | ) | |
| (89 | ) | |
| (38 | ) | |
| (1,618 | ) |
| Change in earnout liability | |
| 264 | | |
| - | | |
| 292 | | |
| - | |
| Reduction in the carrying amount of ROU assets | |
| 896 | | |
| 478 | | |
| 1,619 | | |
| 1,464 | |
| Equity in earnings of investee, net of dividend received | |
| 4 | | |
| 6 | | |
| 21 | | |
| 13 | |
| Changes in operating assets and liabilities, net of effects of businesses acquired: | |
| | | |
| | | |
| | | |
| | |
| Trade accounts receivable | |
| 2,804 | | |
| 8,429 | | |
| 7,719 | | |
| 3,854 | |
| Prepaid expenses and other current assets | |
| 977 | | |
| 643 | | |
| 1,285 | | |
| 1,046 | |
| Inventories | |
| 2,274 | | |
| 2,115 | | |
| 4,675 | | |
| 6,914 | |
| Long-term assets | |
| (73 | ) | |
| (40 | ) | |
| (7 | ) | |
| (6 | ) |
| Current Liabilities | |
| 2,692 | | |
| 1,916 | | |
| 1,590 | | |
| (6,256 | ) |
| Change in operating lease liabilities | |
| (865 | ) | |
| (392 | ) | |
| (1,487 | ) | |
| (1,251 | ) |
| Other long-term liabilities | |
| (9 | ) | |
| 5 | | |
| (29 | ) | |
| 73 | |
| Net cash provided by (used in) operating activities | |
| 2,964 | | |
| 6,088 | | |
| 1,349 | | |
| (2,223 | ) |
CASH FLOWS FROM INVESTING ACTIVITIES: | |
| | | |
| | | |
| | | |
| | |
| Investment in short-term deposits | |
| (16,443 | ) | |
| (64,189 | ) | |
| (103,662 | ) | |
| (173,342 | ) |
| Maturities of short-term deposits | |
| 25,380 | | |
| 47,803 | | |
| 129,418 | | |
| 166,757 | |
| Purchase of property and equipment | |
| (722 | ) | |
| (180 | ) | |
| (987 | ) | |
| (1,099 | ) |
| Cash paid for business combination, net of cash acquired | |
| - | | |
| - | | |
| (7,800 | ) | |
| - | |
| Net cash provided by (used in) investing activities | |
| 8,215 | | |
| (16,566 | ) | |
| 16,969 | | |
| (7,684 | ) |
| | |
| | | |
| | | |
| | | |
| | |
CASH FLOWS FROM FINANCING ACTIVITIES: | |
| | | |
| | | |
| | | |
| | |
| Exercise of stock options | |
| 56 | | |
| 279 | | |
| 692 | | |
| 1,265 | |
| Net cash provided by financing activities | |
| 56 | | |
| 279 | | |
| 692 | | |
| 1,265 | |
| | |
| | | |
| | | |
| | | |
| | |
| Effect of exchange rate changes on cash and cash equivalents | |
| (498 | ) | |
| (25 | ) | |
| (828 | ) | |
| (196 | ) |
| INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | |
| 10,737 | | |
| (10,224 | ) | |
| 18,182 | | |
| (8,838 | ) |
| CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE PERIOD | |
| 24,706 | | |
| 21,410 | | |
| 17,261 | | |
| 20,024 | |
| CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD | |
| 35,443 | | |
| 11,186 | | |
| 35,443 | | |
| 11,186 | |
| | |
| | | |
| | | |
| | | |
| | |
| SUPPLEMENT DISCLOSURE OF CASH FLOW INFORMATION | |
| | | |
| | | |
| | | |
| | |
| Cash paid for taxes | |
| 39 | | |
| 10 | | |
| 102 | | |
| 262 | |
| | |
| | | |
| | | |
| | | |
| | |
| SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES | |
| | | |
| | | |
| | | |
| | |
| Trade accounts payable on account of property and equipment | |
| 309 | | |
| - | | |
| 309 | | |
| 125 | |
| Fair value of earnout liability assumed in business combination | |
| - | | |
| - | | |
| 2,036 | | |
| - | |
| Operating lease liabilities arising from obtaining operating right-of-use assets | |
| 579 | | |
| 33 | | |
| 5,412 | | |
| 469 | |
VALENS SEMICONDUCTOR LTD.
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL
MEASURES
(U.S. Dollars in thousands)
The following table provides
a reconciliation of Net loss to Adjusted EBITDA, a non-GAAP measure. Adjusted EBITDA is defined as Net profit (loss) before financial
income (expense), net, income taxes, equity in earnings of investee and depreciation and amortization, further adjusted to exclude share-based
compensation, certain batch production incident expenses and change in fair value of Forfeiture Shares and earnout liability, which may
vary from period-to-period. We caution investors that amounts presented in accordance with our definition of Adjusted EBITDA
may not be comparable to similar measures disclosed by other issuers, because not all issuers calculate Adjusted EBITDA in the same manner.
Adjusted EBITDA should not be considered as an alternative to Net loss or any other performance measures derived in accordance with GAAP
or as an alternative to cash flows from operating activities as a measure of our liquidity.
Although we provide guidance
for Adjusted EBITDA, we are not able to provide guidance for projected Net profit (loss), the most directly comparable GAAP measures.
Certain elements of Net profit (loss), including share-based compensation expenses and warrant valuations, are not predictable due to
the high variability and difficulty of making accurate forecasts. As a result, it is impractical for us to provide guidance on Net profit
(loss) or to reconcile our Adjusted EBITDA guidance without unreasonable efforts. Consequently, no disclosure of projected Net profit
(loss) is included. For the same reasons, we are unable to address the probable significance of the unavailable information.
| | |
Three Months Ended September 30, | | |
Nine Months Ended September 30, | |
| | |
2024 | | |
2023 | | |
2024 | | |
2023 | |
| | |
| | |
| | |
| | |
| |
| Net Loss | |
| (10,355 | ) | |
| (12,492 | ) | |
| (29,266 | ) | |
| (22,451 | ) |
| Adjusted to exclude the following: | |
| | | |
| | | |
| | | |
| | |
| Change in fair value of Forfeiture Shares | |
| (3 | ) | |
| (89 | ) | |
| (38 | ) | |
| (1,618 | ) |
| Change in earnout liability | |
| 264 | | |
| - | | |
| 292 | | |
| - | |
| Certain batch production incident expenses | |
| 2,249 | | |
| - | | |
| 2,249 | | |
| - | |
| Financial income, net | |
| (1,885 | ) | |
| (368 | ) | |
| (3,659 | ) | |
| (1,160 | ) |
| Income taxes | |
| 14 | | |
| 16 | | |
| 52 | | |
| 61 | |
| Equity in earnings of investee | |
| (4 | ) | |
| (6 | ) | |
| (21 | ) | |
| (13 | ) |
| Depreciation and amortization | |
| 823 | | |
| 400 | | |
| 1,758 | | |
| 1,193 | |
| Stock-based compensation expenses | |
| 3,760 | | |
| 3,708 | | |
| 11,259 | | |
| 11,517 | |
| Adjusted EBITDA Loss | |
| (5,137 | ) | |
| (8,831 | ) | |
| (17,374 | ) | |
| (12,471 | ) |
VALENS SEMICONDUCTOR LTD.
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL
MEASURES
(U.S. Dollars in thousands, except per share
amounts)
The following tables provide a calculation
of the GAAP Loss per share and reconciliation to Non-GAAP Loss per share.
| | |
Three
Months Ended
September 30, | | |
Nine
Months Ended
September 30, | |
| GAAP Loss per Share | |
2024 | | |
2023 | | |
2024 | | |
2023 | |
| | |
| | |
| | |
| | |
| |
| GAAP Net Loss used for computing Loss per Share | |
| (10,355 | ) | |
| (12,492 | ) | |
| (29,266 | ) | |
| (22,451 | ) |
Earnings Per Share Data: | |
| | | |
| | | |
| | | |
| | |
| GAAP Loss per Share (in U.S. Dollars) | |
$ | (0.10 | ) | |
$ | (0.12 | ) | |
$ | (0.28 | ) | |
$ | (0.22 | ) |
Weighted
average number of shares and vested RSUs used in computing net loss per ordinary share | |
| 106,098,703 | | |
| 102,216,654 | | |
| 105,075,212 | | |
| 101,659,653 | |
| | |
Three
Months Ended
September 30, | | |
Nine Months Ended
September 30, | |
| Non-GAAP Loss per Share7 | |
2024 | | |
2023 | | |
2024 | | |
2023 | |
| | |
| | |
| | |
| | |
| |
| GAAP Net Loss | |
| (10,355 | ) | |
| (12,492 | ) | |
| (29,266 | ) | |
| (22,451 | ) |
| Adjusted to exclude the following: | |
| | | |
| | | |
| | | |
| | |
| Stock based compensation | |
| 3,760 | | |
| 3,708 | | |
| 11,259 | | |
| 11,517 | |
| Depreciation and amortization | |
| 823 | | |
| 400 | | |
| 1,758 | | |
| 1,193 | |
| Certain batch production incident expenses | |
| 2,249 | | |
| - | | |
| 2,249 | | |
| - | |
| Change in earnout liability | |
| 264 | | |
| - | | |
| 292 | | |
| - | |
| Change in fair value of Forfeiture Shares | |
| (3 | ) | |
| (89 | ) | |
| (38 | ) | |
| (1,618 | ) |
| Total Non-GAAP Loss used for computing Loss per Share | |
| (3,262 | ) | |
| (8,473 | ) | |
| (13,746 | ) | |
| (11,359 | ) |
Earnings Per Share Data: | |
| | | |
| | | |
| | | |
| | |
| Non-GAAP (Loss) per Share (in U.S. Dollars) | |
$ | (0.03 | ) | |
$ | (0.08 | ) | |
$ | (0.13 | ) | |
$ | (0.11 | ) |
| Weighted average number of shares
and vested RSUs used in computing net loss per ordinary share | |
| 106,098,703 | | |
| 102,216,654 | | |
| 105,075,212 | | |
| 101,659,653 | |
| 7 | The company calculates its non-GAAP Loss per Share as
GAAP Net Loss adjusted to exclude the following: Stock-based compensation, depreciation and amortization, certain batch production incident
expenses and the change in fair value of Forfeiture Share and earnout liability divided by the weighted average number of shares used
in calculation of net loss per share. |
For more information, please contact:
Investor Contacts:
Michal Ben Ari
Investor Relations Manager
Valens Semiconductor Ltd.
michal.benari@valens.com
Lisa Fortuna
Financial Profiles, Inc.
Valens@finprofiles.com
Media Contact:
Yoni Dayan
Head of Communications
Valens Semiconductor Ltd.
yoni.dayan@valens.com
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