- Delivers 74% Year-over-Year Revenue Growth to a Record Q1
- Forecasts Accelerating Top Line Growth and Continued Non-GAAP
Gross Margin Expansion in Q2
- Reaffirms Strategic Growth Outlook
- Plans for a June Close of Business Combination with Thunder
Bridge Acquisition II and Public Listing on Nasdaq
indie Semiconductor, an Autotech solutions innovator which is
currently in the process of merging with Thunder Bridge Acquisition
II, Ltd. (Nasdaq: THBR), a special purpose acquisition company,
today announced first quarter 2021 financial highlights for the
period ending March 31, 2021. First quarter revenue increased to
$8.1 million, up 74 percent from the same period a year ago.
Non-GAAP gross margin expanded 210 basis points from March 2020
levels to 40.3 percent. GAAP operating loss for the first quarter
of 2021 was $8.1 million compared to a loss of $4.5 million for the
first quarter of 2020 reflecting increasing customer-driven R&D
investments and preparations for becoming a publicly traded
company. On a non-GAAP basis, first quarter 2021 operating loss was
$7.6 million versus $4.5 million in the year ago period.
“indie delivered strong first quarter 2021 results driven by
broad-based demand for our highly innovative automotive
semiconductor and software solutions,” said Thomas Schiller,
indie’s chief financial officer and executive vice president of
strategy. “We are effectively navigating global supply chain
dynamics and are well positioned to capitalize on ADAS, connected
car, user interface and electrification applications in support of
the world’s premier vehicle OEMs. For the second quarter of 2021,
we anticipate accelerating year-over-year top line growth and
sustained gross margin expansion, setting the stage for indie to
nearly double revenue in 2021. At the same time, we’re excited
about the pending closure of our business combination with Thunder
Bridge Acquisition II. Upon completion, indie will emerge a
pure-play Autotech powerhouse with the financial firepower and
scalability to capture significantly larger programs and, in turn,
increasingly add to our strategic backlog.”
Q1 Business Highlights
- Unveiled breakthrough on-board vehicle diagnostics
solutions
- Launched ultrasonic automotive parking-assist sensor
systems
- Augmented senior management team with the addition of Ellen
Bancroft, General Counsel; Pilar Barrigas, Vice President, Global
Corporate Communications; Steve Machuga, Chief Operating
Officer
- Finalized post-merger board of directors including the addition
of David Aldrich (Skyworks Solutions); Diane Brink (IBM); Peter
Kight (REPAY); Jeffrey Owens (Delphi); Sonalee Parekh (Hewlett
Packard Enterprise)
About indie
indie is empowering the Autotech revolution with next generation
automotive semiconductors and software platforms. We focus on edge
sensors for Advanced Driver Assistance Systems including LiDAR,
connected car, user experience and electrification applications.
These technologies represent the core underpinnings of both
electric and autonomous vehicles, while the advanced user
interfaces transform the in-cabin experience to mirror and
seamlessly connect to the mobile platforms we rely on every day. We
are an approved vendor to Tier 1 partners and our solutions can be
found in marquee automotive OEMs around the world. Headquartered in
Aliso Viejo, CA, indie has design centers and sales offices in
Austin, TX; Boston, MA; Detroit, MI; San Francisco and San Jose,
CA; Budapest, Hungary; Dresden, Germany; Edinburgh, Scotland and
various locations throughout China.
Please visit us at www.indiesemi.com to learn more.
In December 2020, indie announced it entered into a definitive
agreement to merge with Thunder Bridge Acquisition II, Ltd.
(Nasdaq: THBR), a special purpose acquisition company. The
transaction is expected to close on or about June 10, 2021, subject
to regulatory and shareholder approval, and other customary closing
conditions. The combined company will retain the indie
Semiconductor name and be listed on Nasdaq under the new ticker
symbol INDI.
About Thunder Bridge Acquisition II, Ltd.
Thunder Bridge Acquisition II, Ltd. is a blank check company
formed for the purpose of effecting a merger, share exchange, asset
acquisition, stock purchase, reorganization or similar business
combination with one or more businesses. In August 2019, Thunder
Bridge Acquisition II consummated a $345 million initial public
offering (the “IPO”) of 34.5 million units (reflecting the
underwriters’ exercise of their over-allotment option in full),
each unit consisting of one of the Company’s Class A ordinary
shares and one-half warrant, each whole warrant enabling the holder
thereof to purchase one Class A ordinary share at a price of $11.50
per share. Thunder Bridge Acquisition II’s securities are quoted on
the Nasdaq stock exchange under the ticker symbols THBRU, THBR and
THBRW.
Additional Information about the Transaction and Where to
Find It
In connection with the proposed business combination, on January
25, 2021, Thunder Bridge Acquisition II filed with the U.S.
Securities and Exchange Commission (“SEC”) a registration statement
on Form S-4 (SEC File No. 252374) (the “Form S-4”), which includes
a proxy statement/prospectus, and was amended on March 23, May 4,
May 10, and May 12, 2021. The Form S-4 was declared effective on
May 14, 2021, and the definitive proxy statement/prospectus and
other proxy materials are being mailed to Thunder Bridge
Acquisition II’s shareholders of record as of the close of business
on May 10, 2021. Before making any voting or investment decision,
Thunder Bridge Acquisition II’s shareholders and other interested
persons are urged to read the Form S-4, as amended, the definitive
proxy statement/prospectus included in the Form S-4, and documents
incorporated by reference therein filed in connection with the
proposed business combination, as these materials contain important
information about indie, Thunder Bridge Acquisition II and the
proposed business combination. The documents filed by Thunder
Bridge Acquisition II with the SEC may be obtained free of charge
at the SEC’s website at www.sec.gov or by directing a request to
Thunder Bridge Acquisition II, Ltd., 9912 Georgetown Pike, Suite
D203, Great Falls, Virginia, 22066, Attention: Secretary, or by
calling (202) 431-0507.
Participants in the Solicitation
indie Semiconductor and Thunder Bridge Acquisition II and their
respective directors and executive officers and certain other
members of management and employees may be deemed “participants” in
the solicitation of proxies from Thunder Bridge Acquisition II
shareholders with respect to the business combination. A list of
the names of those directors and executive officers and a
description of their interests in Thunder Bridge Acquisition II or
indie Semiconductor is set forth in the proxy statement/prospectus
for the proposed business combination included in the Form S-4,
which is available at www.sec.gov. Information about Thunder Bridge
Acquisition II’s directors and executive officers and their
ownership of Thunder Bridge Acquisition II ordinary shares is set
forth in Thunder Bridge Acquisition II prospectus, dated August 9,
2019 and in the proxy statement/prospectus included in the Form
S-4, as may be modified or supplemented by any Form 3 or Form 4
filed with the SEC since the date of such filings. These documents
can be obtained free of charge from www.sec.gov.
Forward Looking Statements
This communication contains “forward-looking statements” within
the meaning of the Private Securities Litigation Reform Act of
1995. Such statements include, but are not limited to, statements
about our intentions to merge with Thunder Bridge Acquisition II,
our future operating results; and other statements identified by
words such as “will likely result,” “are expected to,” “will
continue,” “is anticipated,” “estimated,” “believe,” “intend,”
“plan,” “projection,” “outlook” or words of similar meaning. Such
forward-looking statements are based upon the current beliefs and
expectations of our management and are inherently subject to
significant business, economic and competitive uncertainties and
contingencies, many of which are difficult to predict and generally
beyond our control. Actual results and the timing of events may
differ materially from the results anticipated in these
forward-looking statements. In addition to factors previously
disclosed in Thunder Bridge Acquisition II’s reports filed with the
SEC and those identified elsewhere in this communication, the
following factors, among others, could cause actual results and the
timing of events to differ materially from the anticipated results
or other expectations expressed in the forward-looking statements:
inability to meet the closing conditions to the business
combination, including the occurrence of any event, change or other
circumstances that could give rise to the termination of the
definitive agreement; the inability to complete the transactions
contemplated by the definitive agreement due to the failure to
obtain approval of Thunder Bridge Acquisition II’s shareholders; as
well as the availability of semiconductors, our ability to develop,
market and gain acceptance for new products, competitive products
and pricing pressures, and economic instability, and other risks
and uncertainties indicated in the proxy statement/prospectus
relating to indie or the proposed business combination, including
those under “Risk Factors” therein, and in Thunder Bridge
Acquisition II’s other filings with the SEC. Indie cautions that
the foregoing list of factors is not exclusive.
All information set forth herein speaks only as of the date
hereof, and we disclaim any intention or obligation to update any
forward-looking statements as a result of developments occurring
after the date of this communication except as required by law.
No Offer or Solicitation
This press release shall not constitute a solicitation of a
proxy, consent, or authorization with respect to any securities nor
shall it constitute an offer to sell or the solicitation of an
offer to buy any securities, nor shall there be any sale of
securities in any states or jurisdictions in which such offer,
solicitation, or sale would be unlawful prior to registration or
qualification under the securities laws of any such
jurisdiction.
Unaudited Consolidated
Statement of Operations
for the Three Months Ended
March 31, 2021 and 2020 ($000s)
Three months ended
March 31, 2021
March 31, 2020
Revenue:
Product revenue
$
7,483
$
4,225
Contract revenue
631
438
Total revenue
8,114
4,663
Operating expenses:
Cost of goods sold
4,848
2,880
Research and development
8,622
4,835
Selling, general and administrative
2,751
1,486
Total operating expenses
16,221
9,201
Loss from operations
(8,107
)
(4,538
)
Other income (expense), net:
Interest income
7
6
Interest (expense)
(619
)
(552
)
Other income (expense)
19,093
(293
)
Total other income (expense), net
18,481
(839
)
Net income (loss) before income taxes
10,374
(5,377
)
Income tax expense
13
3
Net income (loss)
10,361
(5,380
)
Less: Net loss attributable to
noncontrolling interest
(454
)
(259
)
Net income (loss) attributable to Ay Dee
Kay, LLC
$
10,815
$
(5,121
)
Unaudited Reconciliations of
Non-GAAP Financial Measures
for the Three Months Ended
March 31, 2021 and 2020 ($000)
Three months ended
March 31, 2021
March 31, 2020
Computation of non-GAAP gross margin:
GAAP revenue
$
8,113
$
4,663
GAAP cost of goods sold
4,847
2,880
Non-GAAP gross profit
$
3,266
$
1,783
Non-GAAP gross margin
40.3
%
38.2
%
Computation of non-GAAP operating
loss:
GAAP loss from operations
$
(8,107
)
$
(4,537
)
Acquisition-related expenses
526
-
Non-GAAP operating loss
$
(7,581
)
$
(4,537
)
Computation of non-GAAP net income
(loss):
GAAP net income (loss)
$
10,361
$
(5,380
)
Acquisition-related expenses
586
-
SAFE note and other fair value
adjustments
(19,100
)
349
Non-cash interest expense
102
50
Tax adjustments
13
3
Non-GAAP net loss
$
(8,038
)
$
(4,978
)
Discussion Regarding the Use of Non-GAAP
Financial Measures
Our earnings release contains some or all of the following
financial measures that have not been calculated in accordance with
United States Generally Accepted Accounting Principles (“GAAP”):
(i) non-GAAP gross profit and gross margin, (ii) non-GAAP operating
loss and (iii) non-GAAP net income (loss). As set forth in the
“Unaudited Reconciliations of Non-GAAP Financial Measures” table,
we derive such non-GAAP financial measures by excluding certain
expenses and other items from the respective GAAP financial measure
that is most directly comparable to each non-GAAP financial
measure. Management uses these non-GAAP financial measures to
evaluate operating performance and compare it against past periods,
make operating decisions, forecast for future periods, compare our
operating performance against peer companies and to determine
payments under compensation programs. These non-GAAP financial
measures provide management with additional means to understand and
evaluate the operating results and trends in our ongoing business
by eliminating certain expenses and other items that management
believes might otherwise make comparisons of our ongoing business
with prior periods and competitors more difficult, obscure trends
in ongoing operations or improve management’s ability to forecast
future periods.
We provide investors with non-GAAP gross profit and gross
margin, non-GAAP operating loss, and non-GAAP net income (loss)
because we believe it is important for investors to be able to
closely monitor and understand changes in our ability to generate
income from ongoing business operations. We believe these non-GAAP
financial measures give investors an additional method to evaluate
historical operating performance and identify trends, an additional
means of evaluating period-over-period operating performance and a
method to facilitate certain comparisons of our operating results
to those of our peer companies. We further believe these non-GAAP
measures allow investors to assess the overall financial
performance of our ongoing operations by eliminating the impact of
acquisition-related expenses (including acquisition-related
professional fees, deemed compensation expense, amortization of
acquisition-related intangibles and expenses recognized in relation
to changes in contingent consideration obligations), expenses
recognized in relation to fair value changes in simple agreements
for future equity (“SAFEs”) issued by indie, non-cash interest
expenses related to the amortization of debt discounts and issuance
costs and non-cash tax expenses. We believe that disclosing these
non-GAAP financial measures contributes to enhanced financial
reporting transparency and provides investors with added clarity
about complex financial performance measures.
We calculate non-GAAP gross profit by subtracting cost of sales
from revenue. Note, all costs incurred in relation to our contract
revenues are expensed as incurred as research and development costs
and are therefore not included in the computation of non-GAAP gross
profit. We calculate non-GAAP operating loss by excluding from GAAP
operating loss, any acquisition-related expenses (including
acquisition-related professional fees, deemed compensation expense,
and amortization of acquisition-related intangibles). We calculate
non-GAAP net income (loss) by excluding from GAAP net income
(loss), any acquisition-related expenses (including
acquisition-related professional fees, deemed compensation expense,
amortization of acquisition-related intangibles and expenses
recognized in relation to changes in contingent consideration
obligations), expenses recognized in relation to fair value changes
in SAFEs issued by indie during 2020, non-cash interest expenses
related to the amortization of debt discounts and issuance costs
and non-cash tax expenses.
We exclude the items identified above from the respective
non-GAAP financial measure referenced above for the reasons set
forth with respect to each such excluded item below:
Acquisition-related expenses - including such items as, when
applicable, amortization of acquired intangible assets, fair value
adjustments to contingent consideration, fair value charges
incurred upon the sale of acquired inventory, and
acquisition-related expenses because they are not considered by
management in making operating decisions and we believe that such
expenses do not have a direct correlation to our future business
operations and thereby including such charges do not necessarily
reflect the performance of our ongoing operations for the period in
which such charges or reversals are incurred.
SAFEs and other fair value adjustments - because these
adjustments (1) are not considered by management in making
operating decisions, (2) are not directly controlled by management,
(3) do not necessarily reflect the performance of our ongoing
operations for the period in which such charges are recognized and
(4) can make comparisons between peer company performance less
reliable.
Non-cash interest expense - related to the amortization of debt
discounts, warrants, and issuance costs because (1) these expenses
are not considered by management in making decision with respect to
financing decisions, and (2) these generally reflect non-cash
costs.
Deferred tax charges - because such charges do not result in a
current period tax payment.
The non-GAAP financial measures presented should not be
considered in isolation and are not an alternative for the
respective GAAP financial measure that is most directly comparable
to each such non-GAAP financial measure. Investors are cautioned
against placing undue reliance on these non-GAAP financial measures
and are urged to review and consider carefully the adjustments made
by management to the most directly comparable GAAP financial
measures to arrive at these non-GAAP financial measures. Non-GAAP
financial measures may have limited value as analytical tools
because they may exclude certain expenses that some investors
consider important in evaluating our operating performance or
ongoing business performance. Further, non-GAAP financial measures
are likely to have limited value for purposes of drawing
comparisons between companies as a result of different companies
potentially calculating similarly titled non-GAAP financial
measures in different ways because non-GAAP measures are not based
on any comprehensive set of accounting rules or principles.
To the extent our disclosures contain forward-looking estimates
of non-GAAP financial measures, these measures are provided to
investors on a prospective basis for the same reasons (set forth
above) we provide them to investors on a historical basis. We are
generally unable to provide a reconciliation of our forward-looking
non-GAAP measures because certain information needed to make a
reasonable forward-looking estimate of such non-GAAP measures are
difficult to predict and estimate and is often dependent on future
events that may be uncertain or outside of our control. Such events
may include unanticipated changes in our GAAP effective tax rate,
unanticipated one-time charges related to asset impairments (fixed
assets, inventory, intangibles, or goodwill), unanticipated
acquisition-related expenses, unanticipated settlements, gains,
losses and impairments and other unanticipated items not reflective
of ongoing operations. Our forward-looking estimates of both GAAP
and non-GAAP measures of our financial performance may differ
materially from our actual results and should not be relied upon as
statements of fact.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210517005286/en/
Media Relations Pilar Barrigas 949-608-0854
media@indiesemi.com
Investor Relations ir@indiesemi.com
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