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 2023
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 and fourth 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 8, 2023
2
Exhibit
99.1
Valens Semiconductor
Reports Third Quarter 2023 Results
HOD HASHARON, ISRAEL, November 8, 2023 –
Valens Semiconductor Ltd. (NYSE: VLN), a premier provider of high-performance connectivity solutions for the audio-video and automotive
markets, today reported financial results for the quarter ended September 30, 2023.
“Valens Semiconductor revenues reached 14.2
million dollars in the third quarter of 2023, at the top end of our guidance and we achieved better than anticipated profitability metrics,”
said Gideon Ben-Zvi, CEO of Valens Semiconductor.
“Valens Semiconductor is well-positioned
to gain market share in the emerging multi-billion-dollar automotive market. Our chipsets are designed to provide seamless connectivity
for the growing number of sensors and infotainment systems in today’s and future vehicles. This is an unstoppable trend, supported
by content uplift as regulatory and safety requirements are increasingly adopted, primarily for advanced-driver-assistance-systems (ADAS)
and other safety-related solutions. Our VA6000 chipset, which is being broadly deployed across many Mercedes-Benz car models, including
electric vehicles, continued to contribute to our automotive revenue. In parallel, we continued to gain traction with our VA7000 MIPI
A-PHY compliant chipsets. LG Electronics Vehicle Component Solutions, for example, selected our VA7000 for its active safety next-generation
camera system project, and we are also making progress on the various OEM bids we are participating in for the VA7000. As the decision
process may take longer than originally anticipated, design win awards could be extended into 2024. Most important, once customers embed
our chipsets into their vehicles, Valens Semiconductor should benefit from a long-term recurring revenue stream.
“Our audio-video connectivity solutions
continue to lead the industry in transforming digital experiences in sectors including corporate, medical, education, industrial, and
transportation. While the audio-video industry is still facing inventory digestion, as it is working through a longer-than-typical cycle,
we remain committed to solving the industry’s most pressing needs. To that point, we recently launched our VS6320 chipset, which
delivers high-performance extension for USB3.2 peripherals. We have begun shipping engineering samples to select customers, and some have
already started embedding our unique, low-power, single-chip extension into their products. The VS6320 is well positioned to capture substantial
share in this nascent market, and we expect revenue will begin ramping up in the second half of 2024.
“At Valens Semiconductor, we keep the focus
on managing those elements within our control as we aim to reach our revenue and profitability goals. The semiconductor industry is still
working through a prolonged cycle of global uncertainty resulting in inventory adjustments that are causing customers to remain relatively
cautious. We continue to focus on winning additional awards in the automotive market, where we see a significant market opportunity that
has a long runway. In the audio-video market, we believe our investments in new offerings will deliver meaningful results as we expand
in both our traditional markets and into new emerging verticals.
“On October 7th, Israel experienced
a tragedy with the brutal attack by Hamas terrorists that changed our world overnight. Given our country’s history, we have developed
a culture of flexibility and strength as a nation, as individuals and as a company. Valens Semiconductor’s fabless model, with manufacturing
outsourced to third parties in Europe and Asia, supports managing our operations without disruption. I am grateful to all of our dedicated
employees and am extremely proud of everyone’s participation in supporting our country in some way. These are the fundamentals that
are part of our DNA, and they are embedded in the fabric of Valens Semiconductor,” concluded Ben-Zvi.
Key Financial and Business Highlights
| ● | Q3 2023 revenues reached $14.2 million, compared to $23.1 million in the third quarter of 2022 |
| ● | GAAP gross margin was 58.9% for Q3 2023 (non-GAAP gross margin was 61.1%). Q3 2023 GAAP Net Loss was $(12.5)
million, compared to $(5.3) million in Q3 2022 |
| ● | Adjusted EBITDA Loss in Q3 2023 was $(8.8) million, compared to $(1.7) million in Q3 2022 |
| ● | Strong balance sheet as of September 30, 2023. Working capital of $152.6 million, including $142.7 million
in cash, cash equivalents and short-term deposits, and no debt |
|
● | Inventory balance reached $16.9 million on September 30, 2023, down from $19.0 million on June 30, 2023 |
| ● | Audio-video: Launched and began shipping the VS6320 chipset for high-performance extension of USB3.2 peripherals,
at up to 100 meters/328 feet in Q4. Revenues expected to ramp up during the second half of 2024 |
| ● | Automotive VA7000 chipsets: LG Electronics Vehicle Component Solutions selected the VA7000 for its active
safety next-generation camera system project. Together with Smart Radar Solutions, we showcased how our chipsets are transforming high-speed
sensor connectivity for ADAS. Continued to Progress on the various automotive OEM bids |
| ● | Released the company’s second Environmental, Social and Governance (ESG) Report |
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.
“We reached the high end of our revenue
guidance for Q3 2023, and exceeded gross margin and Adjusted EBITDA guidance,” said Yael Rozenberg-Haine, Interim CFO of Valens
Semiconductor. “We continued to maintain a strong balance sheet which allows us to execute our strategy, fund our future growth
and drive profitability. At the end of the September 2023 quarter, we had $142.7 million in cash, which provides us operational flexibility
to grow our business.”
“For the fourth quarter 2023, the company
is providing revenues guidance at the range between $21.6 million and $22.0 million. The Company is also providing gross margin guidance,
which is expected to range between 61.6% and 62.7%. Our most recent Adjusted EBITDA guidance was to reach breakeven by the end of 2023.
Adjusted EBITDA is now expected to be in the range of breakeven to profit of $0.6 million.
“For the full year 2023, the company is
reaffirming its revenue guidance and improving its gross margin and Adjusted EBITDA guidance. Revenues are expected to range between $83.8
million and $84.2 million, of which automotive revenues are expected to reach about 30%. Gross margin for the full year 2023 is now expected
to range between 62.5% and 62.8%. Adjusted EBITDA loss in 2023 is now expected to be in the range of $(12.5) million to $(11.9) million.”
Below is a table summarizing our updated guidance
for the full year 2023:
| Metric | |
| Previous Guidance (August 9, 2023) | | |
| Current Guidance | |
| Revenue (U.S. dollars in millions) | |
| $83.8 – $84.2 | | |
| $83.8 – $84.2 | |
| Gross margin | |
| 62.2% – 62.5% | | |
| 62.5% – 62.8% | |
| Adjusted EBITDA (U.S. dollars in millions) | |
| $(16.2) – $(15.6) | | |
| $(12.5) – $(11.9) | |
Conference Call Information
Valens Semiconductor will host a conference call
today, Wednesday, November 8, 2023, at 8:30 a.m. Eastern Time (ET) to discuss its third quarter 2023 financial results and business outlook.
To access this call, dial +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; the
effects of health epidemics, such as the recent global COVID-19 pandemic; 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
March 1, 2023 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 video-conferencing, 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, |
|
| |
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
| Revenues |
|
|
14,166 |
|
|
|
23,141 |
|
|
|
62,221 |
|
|
|
67,242 |
|
| Gross Profit |
|
|
8,338 |
|
|
|
16,136 |
|
|
|
39,065 |
|
|
|
47,360 |
|
| Gross Margin |
|
|
58.9 |
% |
|
|
69.7 |
% |
|
|
62.8 |
% |
|
|
70.4 |
% |
| Net loss |
|
|
(12,492 |
) |
|
|
(5,305 |
) |
|
|
(22,451 |
) |
|
|
(20,350 |
) |
| Working Capital1 |
|
|
152,560 |
|
|
|
166,638 |
|
|
|
152,560 |
|
|
|
166,638 |
|
| Cash, cash equivalents and short-term deposits2 |
|
|
142,696 |
|
|
|
152,936 |
|
|
|
142,696 |
|
|
|
152,936 |
|
| Net cash provided by (used in) operating activities |
|
|
6,088 |
|
|
|
(3,610 |
) |
|
|
(2,223 |
) |
|
|
(16,264 |
) |
| Non-GAAP Financial Data |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Non-GAAP Gross Margin3 |
|
|
61.1 |
% |
|
|
70.5 |
% |
|
|
64.2 |
% |
|
|
71.2 |
% |
| Adjusted EBITDA Loss4 |
|
|
(8,831 |
) |
|
|
(1,738 |
) |
|
|
(12,471 |
) |
|
|
(10,293 |
) |
| Non-GAAP Loss per share (in U.S. Dollars)5 |
|
$ |
(0.08 |
) |
|
$ |
(0.02 |
) |
|
$ |
(0.11 |
) |
|
$ |
(0.15 |
) |
| 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 and depreciation expenses, divided by revenue.
For the three months ended September 30, 2023, and 2022, share-based compensation and depreciation
expenses were $312 thousand and $189 thousand, respectively. For the nine months ended September
30, 2023, and 2022, share-based compensation and depreciation expenses were $872 thousand
and $510 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
September 30, |
|
|
Nine Months Ended
September 30, |
|
| |
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| REVENUES |
|
|
14,166 |
|
|
|
23,141 |
|
|
|
62,221 |
|
|
|
67,242 |
|
| COST OF REVENUES |
|
|
(5,828 |
) |
|
|
(7,005 |
) |
|
|
(23,156 |
) |
|
|
(19,882 |
) |
| GROSS PROFIT |
|
|
8,338 |
|
|
|
16,136 |
|
|
|
39,065 |
|
|
|
47,360 |
|
| OPERATING EXPENSES: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Research and development expenses |
|
|
(13,419 |
) |
|
|
(12,714 |
) |
|
|
(39,540 |
) |
|
|
(41,745 |
) |
| Sales and marketing expenses |
|
|
(4,015 |
) |
|
|
(4,196 |
) |
|
|
(13,330 |
) |
|
|
(12,878 |
) |
| General and administrative expenses |
|
|
(3,843 |
) |
|
|
(4,365 |
) |
|
|
(11,376 |
) |
|
|
(13,006 |
) |
| TOTAL OPERATING EXPENSES |
|
|
(21,277 |
) |
|
|
(21,275 |
) |
|
|
(64,246 |
) |
|
|
(67,629 |
) |
| OPERATING LOSS |
|
|
(12,939 |
) |
|
|
(5,139 |
) |
|
|
(25,181 |
) |
|
|
(20,269 |
) |
| Change in fair value of Forfeiture Shares |
|
|
89 |
|
|
|
(370 |
) |
|
|
1,618 |
|
|
|
3,772 |
|
| Financial income (expenses), net |
|
|
368 |
|
|
|
221 |
|
|
|
1,160 |
|
|
|
(3,454 |
) |
| LOSS BEFORE INCOME TAXES |
|
|
(12,482 |
) |
|
|
(5,288 |
) |
|
|
(22,403 |
) |
|
|
(19,951 |
) |
| INCOME TAXES |
|
|
(16 |
) |
|
|
(21 |
) |
|
|
(61 |
) |
|
|
(410 |
) |
| LOSS AFTER INCOME TAXES |
|
|
(12,498 |
) |
|
|
(5,309 |
) |
|
|
(22,464 |
) |
|
|
(20,361 |
) |
| Equity in earnings of investee |
|
|
6 |
|
|
|
4 |
|
|
|
13 |
|
|
|
11 |
|
| NET LOSS |
|
|
(12,492 |
) |
|
|
(5,305 |
) |
|
|
(22,451 |
) |
|
|
(20,350 |
) |
| EARNINGS PER SHARE DATA: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| BASIC AND DILUTED NET LOSS PER ORDINARY SHARE6 (in U.S. Dollars) |
|
$ |
(0.12 |
) |
|
$ |
(0.05 |
) |
|
$ |
(0.22 |
) |
|
$ |
(0.21 |
) |
| WEIGHTED AVERAGE NUMBER OF SHARES USED IN CALCULATION OF NET LOSS PER ORDINARY SHARE |
|
|
102,216,654 |
|
|
|
98,058,696 |
|
|
|
101,659,653 |
|
|
|
97,550,370 |
|
VALENS SEMICONDUCTOR LTD.
CONDENSED CONSOLIDATED BALANCE SHEETS
(U.S. Dollars in thousands)
| |
September 30,
2023 | | |
December 31,
2022 | |
| ASSETS | |
| | |
| |
| CURRENT ASSETS | |
| | | |
| | |
| Cash and cash equivalents | |
| 11,186 | | |
| 20,024 | |
| Short-term deposits | |
| 131,510 | | |
| 128,363 | |
| Trade accounts receivable | |
| 7,620 | | |
| 11,514 | |
| Inventories | |
| 16,902 | | |
| 23,816 | |
| Prepaid expenses and other current assets | |
| 3,724 | | |
| 4,793 | |
| TOTAL CURRENT ASSETS | |
| 170,942 | | |
| 188,510 | |
| LONG-TERM ASSETS: | |
| | | |
| | |
| Property and equipment, net | |
| 2,821 | | |
| 2,790 | |
| Operating lease right-of-use assets 7 | |
| 2,666 | | |
| 3,824 | |
| Other assets | |
| 528 | | |
| 535 | |
| TOTAL LONG-TERM ASSETS | |
| 6,015 | | |
| 7,149 | |
| TOTAL ASSETS | |
| 176,957 | | |
| 195,659 | |
| | |
| | | |
| | |
| LIABILITIES AND SHAREHOLDERS’ EQUITY | |
| | | |
| | |
| CURRENT LIABILITIES 8 | |
| 18,382 | | |
| 24,789 | |
| LONG-TERM LIABILITIES | |
| | | |
| | |
| Forfeiture Shares | |
| 133 | | |
| 1,751 | |
| Non-current operating leases liabilities 9 | |
| 543 | | |
| 1,624 | |
| Other long-term liabilities | |
| 127 | | |
| 54 | |
| TOTAL LONG-TERM LIABILITIES | |
| 803 | | |
| 3,429 | |
| | |
| | | |
| | |
| TOTAL LIABILITIES | |
| 19,185 | | |
| 28,218 | |
| | |
| | | |
| | |
| TOTAL SHAREHOLDERS’ EQUITY | |
| 157,772 | | |
| 167,441 | |
| | |
| | | |
| | |
| TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | |
| 176,957 | | |
| 195,659 | |
| 7 | As
of January 1, 2022, the company has implemented the FASB ASU No. 2016-02, Leases (ASC 842),
on the recognition, measurement, presentation, and disclosure of leases. |
| 8 | As of September 30, 2023, and December 31, 2022, include
$1,698 thousand and $1,811 thousand, respectively, of current maturities of operating leases liabilities; see footnote 7. |
VALENS SEMICONDUCTOR LTD.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(U.S. Dollars in thousands)
| | |
Three Months Ended September 30, | | |
Nine Months Ended September 30, | |
| | |
2023 | | |
2022 | | |
2023 | | |
2022 | |
| CASH FLOW FROM OPERATING ACTIVITIES | |
| | |
| | |
| | |
| |
| Net loss for the period | |
| (12,492 | ) | |
| (5,305 | ) | |
| (22,451 | ) | |
| (20,350 | ) |
| Adjustments to reconcile net loss to net cash used in operating activities: | |
| | | |
| | | |
| | | |
| | |
| Income and expense items not involving cash flows: | |
| | | |
| | | |
| | | |
| | |
| Depreciation | |
| 400 | | |
| 349 | | |
| 1,193 | | |
| 1,016 | |
| Stock-based compensation | |
| 3,708 | | |
| 3,052 | | |
| 11,517 | | |
| 8,960 | |
| Exchange rate differences | |
| 1,379 | | |
| 567 | | |
| 3,652 | | |
| 5,539 | |
| Interest from short-term deposits | |
| 22 | | |
| (344 | ) | |
| (367 | ) | |
| (639 | ) |
| Change in fair value of forfeiture shares | |
| (89 | ) | |
| 370 | | |
| (1,618 | ) | |
| (3,772 | ) |
| Reduction in the carrying amount of ROU assets | |
| 478 | | |
| 436 | | |
| 1,464 | | |
| 1,280 | |
| Equity in earnings of investee, net of dividend received | |
| 6 | | |
| 4 | | |
| 13 | | |
| 11 | |
| Changes in operating assets and liabilities: | |
| | | |
| | | |
| | | |
| | |
| Trade accounts receivable | |
| 8,429 | | |
| 1,982 | | |
| 3,854 | | |
| (970 | ) |
| Prepaid expenses and other current assets | |
| 643 | | |
| 1,797 | | |
| 1,046 | | |
| 5,560 | |
| Inventories | |
| 2,115 | | |
| (4,556 | ) | |
| 6,914 | | |
| (12,552 | ) |
| Long-term assets | |
| (40 | ) | |
| (144 | ) | |
| (6 | ) | |
| 39 | |
| Current Liabilities | |
| 1,916 | | |
| (1,372 | ) | |
| (6,256 | ) | |
| 1,370 | |
| Change in operating lease liabilities | |
| (392 | ) | |
| (443 | ) | |
| (1,251 | ) | |
| (1,755 | ) |
| Other long-term liabilities | |
| 5 | | |
| (3 | ) | |
| 73 | | |
| (1 | ) |
| Net cash provided by (used in) operating activities | |
| 6,088 | | |
| (3,610 | ) | |
| (2,223 | ) | |
| (16,264 | ) |
| CASH FLOWS FROM INVESTING ACTIVITIES: | |
| | | |
| | | |
| | | |
| | |
| Investment in short-term deposits | |
| (64,189 | ) | |
| (100,837 | ) | |
| (173,342 | ) | |
| (132,177 | ) |
| Maturities of short-term deposits | |
| 47,803 | | |
| 90,287 | | |
| 166,757 | | |
| 127,687 | |
| Purchase of property and equipment | |
| (180 | ) | |
| (368 | ) | |
| (1,099 | ) | |
| (792 | ) |
| Net cash used in investing activities | |
| (16,566 | ) | |
| (10,918 | ) | |
| (7,684 | ) | |
| (5,282 | ) |
| CASH FLOWS FROM FINANCING ACTIVITIES: | |
| | | |
| | | |
| | | |
| | |
| Exercise of stock options | |
| 279 | | |
| 383 | | |
| 1,265 | | |
| 533 | |
| Net cash provided by financing activities | |
| 279 | | |
| 383 | | |
| 1,265 | | |
| 533 | |
| | |
| | | |
| | | |
| | | |
| | |
| Effect of exchange rate changes on cash and cash equivalents | |
| (25 | ) | |
| (527 | ) | |
| (196 | ) | |
| (3,873 | ) |
| INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | |
| (10,224 | ) | |
| (14,672 | ) | |
| (8,838 | ) | |
| (24,886 | ) |
| CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE PERIOD | |
| 21,410 | | |
| 46,577 | | |
| 20,024 | | |
| 56,791 | |
| CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD | |
| 11,186 | | |
| 31,905 | | |
| 11,186 | | |
| 31,905 | |
| | |
| | | |
| | | |
| | | |
| | |
| SUPPLEMENT DISCLOSURE OF CASH FLOW INFORMATION | |
| | | |
| | | |
| | | |
| | |
| Cash paid for taxes | |
| 10 | | |
| 37 | | |
| 262 | | |
| 158 | |
| | |
| | | |
| | | |
| | | |
| | |
| SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES | |
| | | |
| | | |
| | | |
| | |
| Trade accounts payable on account of property and equipment | |
| 0 | | |
| 74 | | |
| 125 | | |
| 74 | |
| Operating lease liabilities arising from obtaining operating right-of-use assets | |
| 33 | | |
| 166 | | |
| 469 | | |
| 516 | |
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 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.
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, | |
| | |
2023 | | |
2022 | | |
2023 | | |
2022 | |
| Net Loss | |
| (12,492 | ) | |
| (5,305 | ) | |
| (22,451 | ) | |
| (20,350 | ) |
| Adjusted to exclude the following: | |
| | | |
| | | |
| | | |
| | |
| Change in fair value of Forfeiture Shares | |
| (89 | ) | |
| 370 | | |
| (1,618 | ) | |
| (3,772 | ) |
| Financial expense (income), net | |
| (368 | ) | |
| (221 | ) | |
| (1,160 | ) | |
| 3,454 | |
| Income taxes | |
| 16 | | |
| 21 | | |
| 61 | | |
| 410 | |
| Equity in earnings of investee | |
| (6 | ) | |
| (4 | ) | |
| (13 | ) | |
| (11 | ) |
| Depreciation | |
| 400 | | |
| 349 | | |
| 1,193 | | |
| 1,016 | |
| Stock-based compensation expenses | |
| 3,708 | | |
| 3,052 | | |
| 11,517 | | |
| 8,960 | |
| Adjusted EBITDA Loss | |
| (8,831 | ) | |
| (1,738 | ) | |
| (12,471 | ) | |
| (10,293 | ) |
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, |
|
|
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
| GAAP Loss per Share |
|
|
|
|
|
|
|
|
|
|
|
|
| GAAP Net Loss used for computing Loss per Share |
|
|
(12,492 |
) |
|
|
(5,305 |
) |
|
|
(22,451 |
) |
|
|
(20,350 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Earnings Per Share Data: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| GAAP Loss per Share (in U.S. Dollars) |
|
$ |
(0.12 |
) |
|
$ |
(0.05 |
) |
|
$ |
(0.22 |
) |
|
$ |
(0.21 |
) |
| Weighted average number of shares used in calculation of net loss per share |
|
|
102,216,654 |
|
|
|
98,058,696 |
|
|
|
101,659,653 |
|
|
|
97,550,370 |
|
| |
|
Three Months Ended
September 30, |
|
|
Nine Months Ended
September
30, |
|
|
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
| Non-GAAP Loss per Share10 |
|
|
|
|
|
|
|
|
|
|
|
|
| GAAP Net Loss |
|
|
(12,492 |
) |
|
|
(5,305 |
) |
|
|
(22,451 |
) |
|
|
(20,350 |
) |
| Adjusted to exclude the following: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Stock based compensation |
|
|
3,708 |
|
|
|
3,052 |
|
|
|
11,517 |
|
|
|
8,960 |
|
| Depreciation |
|
|
400 |
|
|
|
349 |
|
|
|
1,193 |
|
|
|
1,016 |
|
| Change in fair value of Forfeiture Shares |
|
|
(89 |
) |
|
|
370 |
|
|
|
(1,618 |
) |
|
|
(3,772 |
) |
| Total Non-GAAP Loss used for computing Loss per Share |
|
|
(8,473 |
) |
|
|
(1,534 |
) |
|
|
(11,359 |
) |
|
|
(14,146 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Earnings Per Share Data: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Non-GAAP Loss per Share (in U.S. Dollars) |
|
$ |
(0.08 |
) |
|
$ |
(0.02 |
) |
|
$ |
(0.11 |
) |
|
$ |
(0.15 |
) |
| Weighted average number of shares used in calculation of net loss per share |
|
|
102,216,654 |
|
|
|
98,058,696 |
|
|
|
101,659,653 |
|
|
|
97,550,370 |
|
| 10 | The company
calculates its non-GAAP Loss per Share as GAAP Net 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 loss per share. |
For more information, please contact:
Daphna Golden
VP Investor Relations
Valens Semiconductor
Ltd.
investors@valens.com
Margaret Boyce
Financial Profiles, Inc.
US: +1 310-622-8247
Valens@finprofiles.com
SOURCE Valens Semiconductor
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