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 February 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), 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: February 28, 2024
2
Exhibit 99.1
Valens Semiconductor Reports Fourth Quarter
and Full Year 2023 Results
Fourth quarter revenues reached $21.9
million, and net income was $2.8 million; Full year 2023 revenues reached $84.2 million with automotive revenues reaching an annual record
high
HOD HASHARON, ISRAEL, February 28, 2024
– Valens Semiconductor Ltd. (NYSE: VLN), a leader in high-performance connectivity, today
reported financial results for the fourth quarter and full year ended December 31, 2023.
“Valens
Semiconductor demonstrated both its resilience and innovation in 2023. Against a backdrop of increasing headwinds in the global
semiconductor industry, we continued to expand our engagements and partnerships and to enhance our lineup of high-performance
connectivity solutions with a focus on addressing unmet needs and emerging trends,” said Gideon Ben-Zvi, CEO of Valens
Semiconductor. “Revenues were at the top end of our guidance for both the fourth quarter and the full year, reaching $21.9
million and $84.2 million, respectively. Notably, automotive revenues delivered a record high, contributing over 30% to total
revenues.
“We implemented
our vision for a holistic strategy that leverages Valens Semiconductor’s core technology to power cross-industry innovation and
are well-positioned to benefit from positive long-term trends in videoconferencing, education, industrial, medical imaging, and automotive.
“As more corporations
implement return-to-office policies, our offerings are increasingly relevant for all types of meeting rooms, from large corporate board
rooms to small huddle rooms, as well as small office/home office setups. We also identified a large opportunity that solves the growing
requirement for a cost-effective long-range single-chip solution for multi-Gig connectivity in videoconferencing, IT, industrial and medical
applications. The introduction of our VS6320 chipset for USB3.2 extension opens new prospects for us, especially in end markets that we
are targeting for expansion. For example, we can increase our current foothold in the industrial sector by addressing its unmet demand
for high bandwidth and resilience required by AI- based computer vision. This ground-breaking chipset has already garnered industry recognition
and is expected to drive opportunities in several verticals.
“2023 was
also our first full year of selling our chipsets into a broad range of Mercedes-Benz models, which was reflected in our record auto
sales this year. We are also seeing progress on the vehicle safety and ADAS front based on participating in a growing number of
evaluation processes for our VA7000 MIPI A-PHY-compliant chipsets. While the automotive sector is currently experiencing
softer demand and slower decision-making around new technology adoption, there is much anticipation surrounding our offerings, such
as with our strategic partnership for our next-generation A-PHY-compliant chipsets with Intel Foundry Services and the introduction
of the VA700R chipset for the trucking industry. The progress we have made to date highlights our focus on advancing connectivity
and safety solutions in the automotive market.
“Valens Semiconductor
remains committed to leading the market in advanced high-performance connectivity chips. We entered 2024 with a strong balance sheet,
which includes $142.0 million in cash and cash equivalents. This financial flexibility allows us to continue investing in innovations
and pursuing growth opportunities. Looking ahead, I am confident that Valens Semiconductor is well positioned with a highly relevant and
compelling set of solutions to meet evolving customer demands when the market tailwinds return,” concluded Ben-Zvi.
Key Financial Highlights
| ● | Fourth quarter 2023 revenues reached $21.9 million, compared to $23.5 million in the fourth quarter of
2022 |
| - | GAAP gross margin was 61.7% for the fourth quarter 2023 (non-GAAP gross margin was 63.1%). This
compared to GAAP gross margin of 68.3% for the fourth quarter 2022 (and non-GAAP gross margin of 69.2%). The year-over-year change
was mostly due to the larger share of automotive revenue compared to audio-video, which has much higher gross margin |
| - | GAAP Net Income increased to $2.8 million in the fourth quarter 2023, up from a Net Loss of $(7.3) million
in the fourth quarter 2022 |
| - | Adjusted EBITDA in the fourth quarter 2023 was positive, increasing to $2.2 million, up from $(4.6)
million in the fourth quarter 2022 |
| ● | Full year revenues reached $84.2 million in 2023, compared to $90.7 million in 2022 |
| - | Audio-video revenues accounted for 68.2%, reaching $57.4 million compared to $74.5 million in 2022, as
customers worked through excess inventory which slowed the pace of orders |
| - | Automotive revenues accounted for 31.8% reaching a record of $26.8 million, up from $16.2 million in 2022 |
| - | 2023 full year GAAP gross margin was 62.5% (non-GAAP gross margin was 63.9%). This compared to 2022 full
year GAAP gross margin of 69.9% (and non-GAAP gross margin of 70.7%) |
| ● | Full year 2023 GAAP Net Loss was $(19.7) million, better than a Net Loss of $(27.7) million in 2022 |
| ● | Adjusted EBITDA loss in 2023 was $(10.3) million, better than the $(14.9) million recorded in 2022 |
| ● | Robust balance sheet of $142.0 million in cash, cash equivalents and short-term deposits, and no
debt, as of December 31, 2023, compared to $142.7 at the end of September 30, 2023, and $148.4 million at the end of December 31,
2022 |
| ● | Inventory balance of $13.8 million on December 31, 2023, down from $16.9 million on September 30, 2023,
and $23.8 million on December 31, 2022 |
Key Business Developments
Leveraged Valens Semiconductor’s core technology to power cross-industry
innovation and presence
| ● | Florida’s largest county modernizes classrooms with Valens Semiconductor connectivity products in district’s public schools |
| ● | Introduced the innovative USB3.2 extension, our VS6320 chipset, which is gaining traction in the marketplace |
| - | Dozens of products, such as cameras and huddle-room docking stations already in development by customers |
| - | Revenues expected to begin ramping up in the second half of 2024 |
| - | Awards won: CES 2024 Innovation Award Honoree/Embedded Technology category, ISE 2024’s Commercial Integrator’s TNT Top
New Technology Award and AV Technology Magazine’s Best of Show |
| ● | Sold VA6000 chipsets for infotainment and telematics into a broad range of Mercedes-Benz models, the S, C, and E class series and
EV models for the first full year, driving automotive revenues to more than 30% of total revenues in 2023 |
| ● | Progressed and leveraged the VA7000 chipset family |
| - | Continued to make progress and expanded the prospective opportunity pipeline with automotive OEMs |
| - | Validated by leading European labs at the request of leading automotive OEMs who are evaluating our technology, adding to the excellent
Electromagnetic Compatibility (EMC) immunity tests in Japan by JASPAR earlier in 2023 |
| - | Intel Foundry Services (IFS) partnership to fabricate the next-generation of our A-PHY-compliant chipsets, enabling significant cost
and power reductions for this chipset family while achieving the highest performance and robust EMC immunity |
| - | Based on the VA7000, developed a new chipset that improves visibility for truckers on the highway by delivering an unparalleled combination
of bandwidth and link distances for surround view and rear-view visibility |
| - | Collaborated with AI image processing company, iCatch Technology, on Valens Semiconductor’s automotive-grade VA7000 for its
3600 multi-camera video conferencing solution and a multi-channel surround view monitoring system for the automotive industry |
Financial Outlook
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.
“As with the rest of the semiconductor industry,
Valens Semiconductor continues to encounter challenging macroeconomic conditions and shorter lead times which influence ordering and inventory
consumption patterns. For the first quarter of 2024, revenues are now expected to range between $11.0 million and $11.2 million. Gross
margin is expected to range between 52.2% and 53.0%,
and adjusted EBITDA loss is expected to be in the range of $(9.7) million and $(9.1)
million”, said Guy Nathanzon, CFO of Valens Semiconductor.
“Looking ahead, Valens Semiconductor’s
growth prospects for the medium and longer term remain positive. However, the current environment is currently impacting our visibility
and is likely to lead to a challenging first half. As such, second quarter 2024 revenues are expected to be relatively flat compared to
the first quarter of 2024. Once the industry recovers, we will be ready to continue executing our growth plan with an even broader portfolio,”
concluded Nathanzon.
Conference Call Information
Valens Semiconductor
will host a conference call today, Wednesday, February 28, 2024, at 8:30 a.m. Eastern Time (ET) to discuss its fourth quarter and full
year 2023 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.
NYSE Rule 203.01 Annual Financial Report
Announcement
Pursuant to Rule 203.01
of the New York Stock Exchange Manual, Valens Semiconductor Ltd. hereby announces to holders of its ordinary shares that its Annual Report
on Form 20-F for 2023 (including its full year 2023 audited financial statements), filed with the U.S. Securities and Exchange
Commission on February 28, 2024, is available in the investor relations section of its website at https://investors.valens.com/financials/sec-filings/default.aspx.
While the company encourages the sustainable approach of downloading and reading the report online, hard copies of the 2023 Annual Report
will be provided free of charge, upon request, as follows: Valens Semiconductor Ltd., 8 Hanagar St. POB 7152, Hod Hasharon 4501309, Israel,
or by emailing: investors@valens.com.
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; the impact of the global pandemic caused by COVID-19 on our customers’ budgets and on economic
conditions generally, as well as the length, severity of and pace of recovery following the pandemic; 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 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; 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 December 31, | | |
Year
Ended
December 31, | |
| | |
2023 | | |
2022 | | |
2023 | | |
2022 | |
| Revenues | |
| 21,940 | | |
| 23,473 | | |
| 84,161 | | |
| 90,715 | |
| Gross Profit | |
| 13,527 | | |
| 16,030 | | |
| 52,592 | | |
| 63,390 | |
| Gross Margin | |
| 61.7 | % | |
| 68.3 | % | |
| 62.5 | % | |
| 69.9 | % |
| Net Income (loss) | |
| 2,790 | | |
| (7,317 | ) | |
| (19,661 | ) | |
| (27,667 | ) |
| Working Capital1 | |
| 158,763 | | |
| 163,721 | | |
| 158,763 | | |
| 163,721 | |
| Cash, cash equivalents and short-term deposits2 | |
| 142,020 | | |
| 148,387 | | |
| 142,020 | | |
| 148,387 | |
Net cash used in operating activities
| |
| (4,136 | ) | |
| (5,831 | ) | |
| (6,359 | ) | |
| (22,095 | ) |
| Non-GAAP Financial Data | |
| | | |
| | | |
| | | |
| | |
| Non-GAAP Gross Margin3 | |
| 63.1 | % | |
| 69.2 | % | |
| 63.9 | % | |
| 70.7 | % |
| Adjusted EBITDA Income (loss)4 | |
| 2,212 | | |
| (4,610 | ) | |
| (10,259 | ) | |
| (14,903 | ) |
Non-GAAP Income
(loss) per share (in U.S. Dollars)5 | |
$ | 0.06 | | |
$ | (0.03 | ) | |
$ | (0.05 | ) | |
$ | (0.17 | ) |
| 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 | Non-GAAP Gross Margin is defined as: GAAP Gross Profit excluding
share-based compensation and depreciation expenses, divided by revenue. For the three months ended December 31, 2023, and 2022, share-based
compensation and depreciation expenses were $328 thousand and $202 thousand, respectively. For the twelve months ended December 31, 2023,
and 2022, share-based compensation and depreciation expenses were $1,200 thousand and $712 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 and change in fair value of Forfeiture Shares, 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
December 31, | | |
Year Ended
December 31, | |
| | |
2023 | | |
2022 | | |
2023 | | |
2022 | |
| | |
| | |
| | |
| | |
| |
| REVENUES | |
| 21,940 | | |
| 23,473 | | |
| 84,161 | | |
| 90,715 | |
| COST OF REVENUES | |
| (8,413 | ) | |
| (7,443 | ) | |
| (31,569 | ) | |
| (27,325 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| GROSS PROFIT | |
| 13,527 | | |
| 16,030 | | |
| 52,592 | | |
| 63,390 | |
| OPERATING EXPENSES: | |
| | | |
| | | |
| | | |
| | |
| Research and development expenses | |
| (8,631 | ) | |
| (16,462 | ) | |
| (48,171 | ) | |
| (58,207 | ) |
| Sales and marketing expenses | |
| (3,984 | ) | |
| (4,081 | ) | |
| (17,314 | ) | |
| (16,959 | ) |
| General and administrative expenses | |
| (2,648 | ) | |
| (3,587 | ) | |
| (14,024 | ) | |
| (16,593 | ) |
| TOTAL OPERATING EXPENSES | |
| (15,263 | ) | |
| (24,130 | ) | |
| (79,509 | ) | |
| (91,759 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| OPERATING LOSS | |
| (1,736 | ) | |
| (8,100 | ) | |
| (26,917 | ) | |
| (28,369 | ) |
| Change in fair value of Forfeiture Shares | |
| 95 | | |
| (865 | ) | |
| 1,713 | | |
| 2,907 | |
| Financial income (expenses), net | |
| 4,477 | | |
| 1,684 | | |
| 5,637 | | |
| (1,770 | ) |
| INCOME (LOSS) BEFORE INCOME TAXES | |
| 2,836 | | |
| (7,281 | ) | |
| (19,567 | ) | |
| (27,232 | ) |
| INCOME TAXES | |
| (51 | ) | |
| (41 | ) | |
| (112 | ) | |
| (451 | ) |
| INCOME (LOSS) AFTER INCOME TAXES | |
| 2,785 | | |
| (7,322 | ) | |
| (19,679 | ) | |
| (27,683 | ) |
| Equity in earnings of investee | |
| 5 | | |
| 5 | | |
| 18 | | |
| 16 | |
| NET INCOME (LOSS) | |
| 2,790 | | |
| (7,317 | ) | |
| (19,661 | ) | |
| (27,667 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| EARNINGS PER SHARE DATA: | |
| | | |
| | | |
| | | |
| | |
BASIC
AND DILUTED NET INCOME (LOSS)
PER ORDINARY SHARE6 (in U.S. Dollars) | |
$ | 0.03 | | |
$ | (0.07 | ) | |
$ | (0.19 | ) | |
$ | (0.28 | ) |
WEIGHTED AVERAGE NUMBER OF SHARES
USED IN COMPUTING NET INCOME (LOSS)
PER ORDINARY SHARE | |
| 102,964,797 | | |
| 98,632,019 | | |
| 101,985,939 | | |
| 97,820,782 | |
VALENS SEMICONDUCTOR LTD.
CONDENSED CONSOLIDATED BALANCE SHEETS
(U.S. Dollars in thousands)
| | |
December 31,
2023 | | |
December 31,
2022 | |
| ASSETS | |
| | |
| |
| | |
| | |
| |
| CURRENT ASSETS | |
| | |
| |
| Cash and cash equivalents | |
| 17,261 | | |
| 20,024 | |
| Short-term deposits | |
| 124,759 | | |
| 128,363 | |
| Trade accounts receivables | |
| 14,642 | | |
| 11,514 | |
| Inventories | |
| 13,836 | | |
| 23,816 | |
| Prepaid expenses and other current assets | |
| 4,196 | | |
| 4,793 | |
| TOTAL CURRENT ASSETS | |
| 174,694 | | |
| 188,510 | |
| | |
| | | |
| | |
| LONG-TERM ASSETS: | |
| | | |
| | |
| Property and equipment, net | |
| 2,954 | | |
| 2,790 | |
| Operating lease right-of-use assets | |
| 2,202 | | |
| 3,824 | |
| Other assets | |
| 708 | | |
| 535 | |
| TOTAL LONG-TERM ASSETS | |
| 5,864 | | |
| 7,149 | |
| | |
| | | |
| | |
| TOTAL ASSETS | |
| 180,558 | | |
| 195,659 | |
| | |
| | | |
| | |
| LIABILITIES AND SHAREHOLDERS’ EQUITY | |
| | | |
| | |
| CURRENT LIABILITIES | |
| 15,931 | | |
| 24,789 | |
| LONG-TERM LIABILITIES: | |
| | | |
| | |
| Forfeiture shares | |
| 38 | | |
| 1,751 | |
| Operating leases liabilities | |
| 190 | | |
| 1,624 | |
| Other long-term liabilities | |
| 95 | | |
| 54 | |
| TOTAL LONG-TERM LIABILITIES | |
| 323 | | |
| 3,429 | |
| | |
| | | |
| | |
| TOTAL LIABILITIES | |
| 16,254 | | |
| 28,218 | |
| | |
| | | |
| | |
| TOTAL SHAREHOLDERS’ EQUITY | |
| 164,304 | | |
| 167,441 | |
| | |
| | | |
| | |
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | |
| 180,558 | | |
| 195,659 | |
VALENS SEMICONDUCTOR LTD.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(U.S. Dollars in thousands)
| | |
Three Months Ended
December 31, | | |
Year Ended
December 31, | |
| | |
2023 | | |
2022 | | |
2023 | | |
2022 | |
| CASH FLOW FROM OPERATING ACTIVITIES | |
| | |
| | |
| | |
| |
| Net income (loss) for the period | |
| 2,790 | | |
| (7,317 | ) | |
| (19,661 | ) | |
| (27,667 | ) |
| Adjustments to reconcile net income (loss) to net cash used in operating activities: | |
| | | |
| | | |
| | | |
| | |
| Depreciation | |
| 439 | | |
| 361 | | |
| 1,632 | | |
| 1,377 | |
| Stock-based compensation | |
| 3,509 | | |
| 3,129 | | |
| 15,026 | | |
| 12,089 | |
| Exchange rate differences | |
| (2,707 | ) | |
| (1,280 | ) | |
| 945 | | |
| 4,259 | |
| Interest on short-term deposits | |
| (481 | ) | |
| (574 | ) | |
| (848 | ) | |
| (1,213 | ) |
| Change in fair value of forfeiture shares | |
| (95 | ) | |
| 865 | | |
| (1,713 | ) | |
| (2,907 | ) |
| Reduction in the carrying amount of ROU assets | |
| 410 | | |
| 446 | | |
| 1,874 | | |
| 1,726 | |
| Equity in earnings of investee, net of dividend received | |
| (12 | ) | |
| - | | |
| 1 | | |
| - | |
| Changes in operating assets and liabilities: | |
| | | |
| | | |
| | | |
| | |
| Trade accounts receivable | |
| (7,020 | ) | |
| (3,449 | ) | |
| (3,166 | ) | |
| (4,419 | ) |
| Prepaid expenses and other current assets | |
| (557 | ) | |
| (2,098 | ) | |
| 489 | | |
| 3,462 | |
| Inventories | |
| 3,066 | | |
| (1,942 | ) | |
| 9,980 | | |
| (14,494 | ) |
| Long-term assets | |
| (168 | ) | |
| 243 | | |
| (174 | ) | |
| 293 | |
| Current Liabilities | |
| (2,931 | ) | |
| 5,592 | | |
| (9,187 | ) | |
| 6,962 | |
| Change in operating lease liabilities | |
| (347 | ) | |
| 184 | | |
| (1,598 | ) | |
| (1,571 | ) |
| Other long-term liabilities | |
| (32 | ) | |
| 9 | | |
| 41 | | |
| 8 | |
| Net cash used in operating activities | |
| (4,136 | ) | |
| (5,831 | ) | |
| (6,359 | ) | |
| (22,095 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| CASH FLOWS FROM INVESTING ACTIVITIES: | |
| | | |
| | | |
| | | |
| | |
| Investment in short-term deposits | |
| (32,682 | ) | |
| (82,345 | ) | |
| (206,024 | ) | |
| (214,522 | ) |
| Maturities of short-term deposits | |
| 41,804 | | |
| 76,215 | | |
| 208,561 | | |
| 203,902 | |
| Purchase of property and equipment | |
| (86 | ) | |
| (317 | ) | |
| (1,185 | ) | |
| (1,109 | ) |
| Net cash provided by (used in) investing activities | |
| 9,036 | | |
| (6,447 | ) | |
| 1,352 | | |
| (11,729 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| CASH FLOWS FROM FINANCING ACTIVITIES: | |
| | | |
| | | |
| | | |
| | |
| Exercise of options | |
| 233 | | |
| 289 | | |
| 1,498 | | |
| 822 | |
| Net cash provided by financing activities | |
| 233 | | |
| 289 | | |
| 1,498 | | |
| 822 | |
| | |
| | | |
| | | |
| | | |
| | |
| Effect of exchange rate changes on cash and cash equivalents | |
| 942 | | |
| 108 | | |
| 746 | | |
| (3,765 | ) |
| INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | |
| 6,075 | | |
| (11,881 | ) | |
| (2,763 | ) | |
| (36,767 | ) |
| CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE PERIOD | |
| 11,186 | | |
| 31,905 | | |
| 20,024 | | |
| 56,791 | |
| CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD | |
| 17,261 | | |
| 20,024 | | |
| 17,261 | | |
| 20,024 | |
| | |
| | | |
| | | |
| | | |
| | |
| SUPPLEMENT DISCLOSURE OF CASH FLOW INFORMATION | |
| | | |
| | | |
| | | |
| | |
| Cash paid for taxes | |
| 31 | | |
| 56 | | |
| 293 | | |
| 214 | |
| | |
| | | |
| | | |
| | | |
| | |
| SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES | |
| | | |
| | | |
| | | |
| | |
| Trade accounts payable on account of property and equipment | |
| 486 | | |
| 53 | | |
| 611 | | |
| 317 | |
| Operating lease liabilities arising from obtaining operating right-of-use assets7 | |
| 55 | | |
| 132 | | |
| 398 | | |
| 648 | |
| 7 | Excluding the impact of $4.9 million recognized in the year
ended Dec 31, 2022, due to initial adoption of the new lease standard ASC 842. |
VALENS SEMICONDUCTOR LTD.
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL
MEASURES
(U.S. Dollars in thousands)
The following table
provides a reconciliation of Net income (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 and change in fair value of Forfeiture Shares, 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 income (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 December 31, | | |
Year
Months Ended December 31, | |
| | |
2023 | | |
2022 | | |
2023 | | |
2022 | |
| | |
| | |
| | |
| | |
| |
| Net income (loss) | |
| 2,790 | | |
| (7,317 | ) | |
| (19,661 | ) | |
| (27,667 | ) |
| Adjusted to exclude the following: | |
| | | |
| | | |
| | | |
| | |
| Change in fair value of Forfeiture Shares | |
| (95 | ) | |
| 865 | | |
| (1,713 | ) | |
| (2,907 | ) |
| Financial expense (income), net | |
| (4,477 | ) | |
| (1,684 | ) | |
| (5,637 | ) | |
| 1,770 | |
| Income taxes | |
| 51 | | |
| 41 | | |
| 112 | | |
| 451 | |
| Equity in earnings of investee | |
| (5 | ) | |
| (5 | ) | |
| (18 | ) | |
| (16 | ) |
| Depreciation | |
| 439 | | |
| 361 | | |
| 1,632 | | |
| 1,377 | |
| Stock-based compensation expenses | |
| 3,509 | | |
| 3,129 | | |
| 15,026 | | |
| 12,089 | |
| Adjusted EBITDA income (loss) | |
| 2,212 | | |
| (4,610 | ) | |
| (10,259 | ) | |
| (14,903 | ) |
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 Income (Loss)
per share and reconciliation to Non-GAAP Income (Loss) per share.
| | |
Three Months Ended
December 31, | | |
Year Ended
December 31, | |
| GAAP Income (loss) per Share | |
2023 | | |
2022 | | |
2023 | | |
2022 | |
| | |
| | |
| | |
| | |
| |
| GAAP Net income (loss) used for computing Income (loss) per Share | |
| 2,790 | | |
| (7,317 | ) | |
| (19,661 | ) | |
| (27,667 | ) |
| Earnings Per Share Data: | |
| | | |
| | | |
| | | |
| | |
| GAAP income (loss) per Share (in U.S. Dollars) | |
$ | 0.03 | | |
$ | (0.07 | ) | |
$ | (0.19 | ) | |
$ | (0.28 | ) |
Weighted average number of shares used for computing
Income (Loss) per share | |
| 102,964,797 | | |
| 98,632,019 | | |
| 101,985,939 | | |
| 97,820,782 | |
| | |
Three Months Ended
December 31, | | |
Year Ended
December 31, | |
| Non-GAAP Income (loss) per Share8 | |
2023 | | |
2022 | | |
2023 | | |
2022 | |
| | |
| | |
| | |
| | |
| |
| GAAP Net income (loss) | |
| 2,790 | | |
| (7,317 | ) | |
| (19,661 | ) | |
| (27,667 | ) |
| Adjusted to exclude the following: | |
| | | |
| | | |
| | | |
| | |
| Stock based compensation | |
| 3,509 | | |
| 3,129 | | |
| 15,026 | | |
| 12,089 | |
| Depreciation | |
| 439 | | |
| 361 | | |
| 1,632 | | |
| 1,377 | |
| Change in fair value of Forfeiture Shares | |
| (95 | ) | |
| 865 | | |
| (1,713 | ) | |
| (2,907 | ) |
| Total Income (loss) used for computing Income (loss) per Share | |
| 6,643 | | |
| (2,962 | ) | |
| (4,716 | ) | |
| (17,108 | ) |
| Earnings Per Share Data: | |
| | | |
| | | |
| | | |
| | |
| Non-GAAP Income (loss) per Share (in U.S. Dollars) | |
$ | 0.06 | | |
$ | (0.03 | ) | |
$ | (0.05 | ) | |
$ | (0.17 | ) |
Weighted average number of shares used for computing
net income (loss) per share | |
| 102,964,797 | | |
| 98,632,019 | | |
| 101,985,939 | | |
| 97,820,782 | |
| 8 | The company calculates its non-GAAP Income (loss) per Share as GAAP Net Income (loss) adjusted to
exclude the following: Stock based compensation, depreciation, and the change in fair value of Forfeiture Share divided by the
weighted average number of shares used in calculation of net income (loss) per share. |
For more information, please contact:
Daphna Golden
VP Investor Relations
Valens Semiconductor
Ltd.
investors@valens.com
Lisa Fortuna
Financial Profiles,
Inc.
+1-310-622-8251
Valens@finprofiles.com
SOURCE Valens Semiconductor
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