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 2025
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 and third paragraphs and all text under the heading “Financial Outlook for Q1 and Full Year of
2025,” 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 26, 2025
2
Exhibit
99.1
Valens
Semiconductor Reports Fourth Quarter and Full Year 2024 Results
Key
Financial Highlights:
| ● | Q4
revenues: $16.7 million, exceeding the top end of our guidance and marking the fourth consecutive
quarter of revenue growth. |
| ● | Q4
gross margin: 60.4% GAAP; 64.5% non-GAAP. |
| ● | Cash,
cash equivalents and short-term deposits: $131.0 million. |
HOD
HASHARON, Israel, February 26, 2025 /PRNewswire/ -- 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, 2024.
“2024
was a challenging year for many companies around the world, including semiconductor companies in many markets, and these challenges affected
Valens as well. However, although our sales were slowed by continued inventory digestion and weakness in our customer markets, we believe
that we are emerging from the bottom of the cycle, and that 2025 will prove a turnaround year for our company,” said Gideon Ben-Zvi,
CEO of Valens Semiconductor. “We recently announced an ambitious, but achievable, five-year plan that, if achieved, could see Valens
more than quadrupling its revenues over the coming years, as our high-speed connectivity chipsets find growth in existing markets, such
as video conferencing, and within new markets such as industrial machine vision, and as our automotive products gain traction from new
ADAS-based platforms.”
“Given
the continued validation of our groundbreaking technology and our fortress balance sheet, we are well positioned to capitalize on
exciting growth opportunities and to expand Valens’ business,” said Guy Nathanzon, CFO of Valens Semiconductor.
“We recently announced another share repurchase program of up to $15 million, following the completion of the $10 million
program we announced in late 2024. The share repurchase program reflects our confidence in the company’s long-term growth and
commitment to enhancing shareholder value.”
Q4 2024 Financial Highlights:
| ● | Q4
revenues reached $16.7 million, exceeding our guidance of $16.0-$16.3 million, compared to $16.0 million in Q3 2024 and $21.9 million
in Q4 2023. |
| o | Q4
Cross-Industry Business (“CIB”) revenues, including Acroname revenues, accounted
for approximately 70% of total revenues at $11.7 million compared to $9.4 million dollars
in Q3 2024 and $15.8 million in Q4 2023. |
| o | Q4
Automotive revenues accounted for approximately 30% of total revenues at $5.0 million, compared
to $6.6 million dollars in Q3 2024 and $6.1 million in Q4 2023. |
| ● | Q4
GAAP gross margin was 60.4% (non-GAAP gross margin was 64.5%), above the mid-point of the
guidance. This is compared to a GAAP gross margin of 56.4% for Q3 2024 and 61.7% for Q4 2023
(non-GAAP gross margin of 60.7% in Q3 2024 and 63.1% in Q4 2023). On a segment basis, Q4
gross margin from the CIB was 64.7% and gross margin from Automotive
was 50.5%. This compares to a Q3 2024 gross margin of 70.2% and 37.0%, respectively, and
a Q4 2023 gross margin of 76.6% and 22.6%, respectively. The increase in Q4 automotive gross
margin was due to an optimization of our product cost. The decrease in gross margin of the CIB was due to a product mix shift and lower fixed cost absorption. |
| ● | Q4
GAAP net loss decreased to $(7.3) million, compared to a net loss of $(10.4) million dollars
in Q3 2024 and a net profit of $2.8 million dollars in Q4 2023. |
| ● | Q4
adjusted EBITDA was a loss of $(3.7) million, better than the guidance range of $(4.0)-$(4.9)
million EBITDA loss. This compares to an adjusted EBITDA loss of $(5.1) million dollars in
Q3 2024 and an adjusted EBITDA profit of $2.2 million dollars in Q4 2023. |
Full
Year 2024 Financial Highlights:
| ● | 2024
revenues reached $57.9 million, compared to $84.2 million in the fiscal year of 2023. |
| o | CIB
revenues accounted for 62.7% (equivalent to $36.3 million, of which Acroname contributed $3.4 million) compared to 68.2% (equivalent
to $57.4 million) in 2023, as customers worked through excess inventory, which slowed the pace of orders. |
| o | Automotive
revenues accounted for 37.3% (equivalent to $21.6 million), compared to 31.8% (equivalent
to $26.8 million) in 2023. The decrease is due to gradual price erosion and a reduction in
the number of units sold to Mercedes Benz. |
| ● | 2024
GAAP gross margin was 59.2% (non-GAAP gross margin was 62.9%). This compared to a GAAP gross
margin of 62.5% for 2023 (and non-GAAP gross margin of 63.9%). On a segment basis, 2024 gross
margin from the CIB was 71.0% and gross margin from Automotive was 39.5%. This compares to
gross margin of 77.1% and 31.1%, respectively, in 2023. The increase in 2024 automotive gross
margin was due to an optimization of our product cost. The decrease in gross margin of the
CIB was due to a product mix shift and lower fixed cost absorption. |
| ● | 2024
GAAP net loss was $(36.6) million, compared to a GAAP net loss of $(19.7) million in 2023. |
| ● | Adjusted
EBITDA loss in 2024 was $(21.1) million, compared to $(10.3) million in 2023. |
| ● | Robust
balance sheet of $131.0 million in cash, cash equivalents and short-term deposits, and no
debt, as of December 31, 2024, compared to $133.1 at the end of September 2024, and $142.0
million as of December 31, 2023. |
| ● | Inventory
balance of $10.2 million on December 31, 2024, down from $11.7 million on September 30, 2024,
and $13.8 million on December 31, 2023. |
2024
Business Highlights:
| ● | Achieved
three design wins with leading European automotive OEMs for Valens’ MIPI A-PHY standard-compliant
chipsets. |
| ● | Completed the acquisition of Acroname to accelerate the
introduction of new innovative USB products for the industrial and professional audio video markets. |
| ● | Targeted
new verticals that have high growth potential, including industrial machine vision, with
recently released chipsets. |
| ● | Commercialized
the VS6320 chipset, which has attracted over 50 customers for professional audio-video and
machine vision applications that have started development of products, mainly for the video
conferencing market, that are expected to be commercialized during the second half of 2025. |
| ● | Presented
a five-year plan that, if achieved, could see Valens more than quadruple its top-line revenues
by 2029. |
| ● | Announced
a share repurchase program of $10 million, which was completed in January 2025. |
Financial
Outlook for Q1 and Full Year of 2025:
For
Q1 2025, Valens Semiconductor expects revenues to range between $16.3 million and $16.6 million, gross margin to range between
60.8% and 61.3%, and adjusted EBITDA loss to range between $(4.5) million and $(4.2) million.
For
the full year 2025, Valens Semiconductor expects revenues to range between $71 million and $76 million.
Goals for 2025:
| ● | Professional Audio-Video: Partial recovery from the inventory digestion cycle; adoption and commercialization
of VS6320-based products for the video conferencing market. |
| ● | Industrial Machine Vision: Design win announcements based on the VS6320 and VA7000 chipsets. |
| ● | Automotive: Design win announcements with leading OEMs. |
| ● | Acquisitions: Identify potential synergetic acquisitions and close at least one, assuming the identification
of a relevant target. |
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.
Conference
Call Information
Valens
Semiconductor will host a conference call today, Wednesday, February 26, 2025, at 8:30 a.m. Eastern Time (ET) to discuss its fourth quarter
and full year 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.
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 2024 (including its full year 2024 audited financial statements), filed with the U.S. Securities and
Exchange Commission on February 26, 2025, is available in the investor relations section of its website at https://investors.valens.com/financials/secfilings/default.aspx.
While the company encourages the sustainable approach of downloading and reading the report online, hard copies of the 2024 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, our five-year plan, 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; global political and
economic uncertainty, including with respect to China-Taiwan relations; 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 26, 2025
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, | |
| | |
2024 | | |
2023 | | |
2024 | | |
2023 | |
| Revenues | |
| 16,665 | | |
| 21,940 | | |
| 57,859 | | |
| 84,161 | |
| Gross Profit | |
| 10,073 | | |
| 13,527 | | |
| 34,277 | | |
| 52,592 | |
| Gross Margin | |
| 60.4% | | |
| 61.7% | | |
| 59.2% | | |
| 62.5% | |
| Net Income (Loss) | |
| (7,317) | | |
| 2,790 | | |
| (36,583) | | |
| (19,661) | |
| Working Capital1 | |
| 133,577 | | |
| 158,763 | | |
| 133,577 | | |
| 158,763 | |
| Cash, cash equivalents and short-term deposits2 | |
| 130,955 | | |
| 142,020 | | |
| 130,955 | | |
| 142,020 | |
| Net cash (used in) operating activities | |
| (330) | | |
| (4,136) | | |
| 1,019 | | |
| (6,359) | |
| | |
| | | |
| | | |
| | | |
| | |
| Non-GAAP Financial Data | |
| | | |
| | | |
| | | |
| | |
| Non-GAAP Gross Margin3 | |
| 64.5% | | |
| 63.1% | | |
| 62.9% | | |
| 63.9% | |
| Adjusted EBITDA Income (Loss)4 | |
| (3,688) | | |
| 2,212 | | |
| (21,063) | | |
| (10,259) | |
| Non-GAAP Income (Loss) per share (in U.S. Dollars)5 | |
| $(0.02) | | |
| $0.06 | | |
| (0.15) | | |
| $(0.05) | |
| 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 and amortization expenses, divided
by revenue. For the three months ended December 31, 2024, and 2023, share-based compensation and depreciation and amortization expenses
were $681 thousand and $328 thousand, respectively. For the twelve months ended December 31, 2024, and 2023, share-based compensation
and depreciation and amortization expenses were $2,135 thousand and $1,200 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 in 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 AND COMPREHENSIVE LOSS
(U.S. Dollars in thousands, except share and per share amounts)
| |
|
Three Months Ended December 31, |
|
|
Year Ended
December 31, |
|
| |
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| REVENUES |
|
|
16,665 |
|
|
|
21,940 |
|
|
|
57,859 |
|
|
|
84,161 |
|
| COST OF REVENUES |
|
|
(6,592 |
) |
|
|
(8,413 |
) |
|
|
(23,582 |
) |
|
|
(31,569 |
) |
| GROSS PROFIT |
|
|
10,073 |
|
|
|
13,527 |
|
|
|
34,277 |
|
|
|
52,592 |
|
| OPERATING EXPENSES: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Research and development expenses |
|
|
(10,061 |
) |
|
|
(8,631 |
) |
|
|
(40,475 |
) |
|
|
(48,171 |
) |
| Sales and marketing expenses |
|
|
(4,666 |
) |
|
|
(3,984 |
) |
|
|
(18,302 |
) |
|
|
(17,314 |
) |
| General and administrative expenses |
|
|
(3,671 |
) |
|
|
(2,648 |
) |
|
|
(16,465 |
) |
|
|
(14,024 |
) |
| Change in earnout liability |
|
|
(85 |
) |
|
|
- |
|
|
|
(377 |
) |
|
|
- |
|
| TOTAL OPERATING EXPENSES |
|
|
18,483 |
|
|
|
(15,263 |
) |
|
|
(75,619 |
) |
|
|
(79,509 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| OPERATING LOSS |
|
|
(8,410 |
) |
|
|
(1,736 |
) |
|
|
(41,342 |
) |
|
|
(26,917 |
) |
| Change in fair value of Forfeiture Shares |
|
|
(1 |
) |
|
|
95 |
|
|
|
37 |
|
|
|
1,713 |
|
| Financial income, net |
|
|
1,136 |
|
|
|
4,477 |
|
|
|
4,795 |
|
|
|
5,637 |
|
| INCOME (LOSS) BEFORE INCOME TAXES |
|
|
(7,275 |
) |
|
|
2,836 |
|
|
|
(36,510 |
) |
|
|
(19,567 |
) |
| INCOME TAXES |
|
|
(44 |
) |
|
|
(51 |
) |
|
|
(96 |
) |
|
|
(112 |
) |
| INCOME (LOSS) AFTER INCOME TAXES |
|
|
(7,319 |
) |
|
|
2,785 |
|
|
|
(36,606 |
) |
|
|
(19,679 |
) |
| Equity in earnings of investee |
|
|
2 |
|
|
|
5 |
|
|
|
23 |
|
|
|
18 |
|
| NET INCOME (LOSS) |
|
|
(7,317 |
) |
|
|
2,790 |
|
|
|
(36,583 |
) |
|
|
(19,661 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Other comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Change in unrealized gains on cash flow hedges |
|
|
601 |
|
|
|
- |
|
|
|
601 |
|
|
|
- |
|
| TOTAL COMPREHENSIVE LOSS |
|
|
(6,716 |
) |
|
|
2,790 |
|
|
|
(35,982 |
) |
|
|
(19,661 |
) |
| EARNINGS PER SHARE DATA: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| BASIC AND DILUTED NET INCOME (LOSS) PER ORDINARY SHARE6
(in U.S. Dollars) |
|
|
$(0.07 |
) |
|
|
$0.03 |
|
|
|
$(0.35 |
) |
|
|
$(0.19 |
) |
| WEIGHTED AVERAGE NUMBER OF SHARES AND VESTED RSUS USED
IN COMPUTING NET INCOME (LOSS) PER ORDINARY SHARE |
|
|
106,683,126 |
|
|
|
102,964,797 |
|
|
|
105,477,191 |
|
|
|
101,985,939 |
|
VALENS
SEMICONDUCTOR LTD.
CONDENSED CONSOLIDATED BALANCE SHEETS
(U.S.
Dollars in thousands)
| |
December 31,
2024 | | |
December 31,
2023 | |
| ASSETS | |
| | |
| |
| | |
| | |
| |
| CURRENT ASSETS | |
| | |
| |
| Cash and cash equivalents | |
| 35,423 | | |
| 17,261 | |
| Short-term deposits | |
| 95,532 | | |
| 124,759 | |
| Restricted Short-term deposit | |
| 1,138 | | |
| - | |
| Trade accounts receivables | |
| 7,751 | | |
| 14,642 | |
| Inventories | |
| 10,155 | | |
| 13,836 | |
| Prepaid expenses and other current assets | |
| 3,904 | | |
| 4,196 | |
| TOTAL CURRENT ASSETS | |
| 153,903 | | |
| 174,694 | |
| | |
| | | |
| | |
LONG-TERM ASSETS: | |
| | | |
| | |
| Property and equipment, net | |
| 3,555 | | |
| 2,954 | |
| Operating lease right-of-use assets | |
| 7,458 | | |
| 2,202 | |
| Intangible assets | |
| 4,702 | | |
| - | |
| Goodwill | |
| 1,847 | | |
| - | |
| Other assets | |
| 687 | | |
| 708 | |
| TOTAL LONG-TERM ASSETS | |
| 18,249 | | |
| 5,864 | |
TOTAL ASSETS | |
| 172,152 | | |
| 180,558 | |
| | |
| | | |
| | |
| LIABILITIES AND SHAREHOLDERS’ EQUITY | |
| | | |
| | |
CURRENT LIABILITIES | |
| 20,326 | | |
| 15,931 | |
LONG-TERM LIABILITIES: | |
| | | |
| | |
| Forfeiture shares | |
| 1 | | |
| 38 | |
| Operating leases liabilities | |
| 6,645 | | |
| 190 | |
| Earnout liability | |
| 2,413 | | |
| - | |
| Other long-term liabilities | |
| 79 | | |
| 95 | |
| TOTAL LONG-TERM LIABILITIES | |
| 9,138 | | |
| 323 | |
TOTAL LIABILITIES | |
| 29,464 | | |
| 16,254 | |
| TOTAL SHAREHOLDERS’ EQUITY | |
| 142,688 | | |
| 164,304 | |
| TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | |
| 172,152 | | |
| 180,558 | |
VALENS
SEMICONDUCTOR LTD.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(U.S. Dollars in thousands)
| | |
Three Months Ended
December 31, | | |
Year Ended
December 31, | |
| | |
2024 | | |
2023 | | |
2024 | | |
2023 | |
| CASH FLOW FROM OPERATING ACTIVITIES | |
| | |
| | |
| | |
| |
| Net income (loss) for the period | |
| (7,317 | ) | |
| 2,790 | | |
| (36,583 | ) | |
| (19,661 | ) |
| Adjustments to reconcile net income (loss) to net cash used in operating activities: | |
| | | |
| | | |
| | | |
| | |
| Depreciation and amortization | |
| 788 | | |
| 439 | | |
| 2,546 | | |
| 1,632 | |
| Stock-based compensation | |
| 3,859 | | |
| 3,509 | | |
| 15,118 | | |
| 15,026 | |
| Exchange rate differences | |
| (693 | ) | |
| (2,707 | ) | |
| 660 | | |
| 945 | |
| Realized and unrealized losses on non-designated derivative instruments | |
| 609 | | |
| - | | |
| 609 | | |
| - | |
| Interest on short-term deposits | |
| (361 | ) | |
| (481 | ) | |
| 244 | | |
| (848 | ) |
| Change in fair value of forfeiture shares | |
| 1 | | |
| (95 | ) | |
| (37 | ) | |
| (1,713 | ) |
| Change in earnout liability | |
| 85 | | |
| - | | |
| 377 | | |
| - | |
| Reduction in the carrying amount of ROU assets | |
| (119 | ) | |
| 410 | | |
| 1,500 | | |
| 1,874 | |
| Equity in earnings of investee, net of dividend received | |
| (4 | ) | |
| (12 | ) | |
| 17 | | |
| 1 | |
| Changes in operating assets and liabilities: | |
| | | |
| | | |
| | | |
| | |
| Trade accounts receivable | |
| (534 | ) | |
| (7,020 | ) | |
| 7,185 | | |
| (3,166 | ) |
| Prepaid expenses and other current assets | |
| (294 | ) | |
| (557 | ) | |
| 991 | | |
| 489 | |
| Inventories | |
| 1,503 | | |
| 3,066 | | |
| 6,178 | | |
| 9,980 | |
| Other long-term assets | |
| 19 | | |
| (168 | ) | |
| 12 | | |
| (174 | ) |
| Current Liabilities | |
| 1,906 | | |
| (2,931 | ) | |
| 3,496 | | |
| (9,187 | ) |
| Change in operating lease liabilities | |
| 209 | | |
| (347 | ) | |
| (1,278 | ) | |
| (1,598 | ) |
| Other long-term liabilities | |
| 13 | | |
| (32 | ) | |
| (16 | ) | |
| 41 | |
| Net cash provided by (used in) operating activities | |
| (330 | ) | |
| (4,136 | ) | |
| 1,019 | | |
| (6,359 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| CASH FLOWS FROM INVESTING ACTIVITIES: | |
| | | |
| | | |
| | | |
| | |
| Investment in short-term deposits | |
| (37,879 | ) | |
| (32,682 | ) | |
| (141,541 | ) | |
| (206,024 | ) |
| Maturities of short-term deposits | |
| 40,695 | | |
| 41,804 | | |
| 170,113 | | |
| 208,561 | |
| Purchase of property and equipment | |
| (880 | ) | |
| (86 | ) | |
| (1,867 | ) | |
| (1,185 | ) |
| Investment in a restricted short-term deposit | |
| (1,120 | ) | |
| - | | |
| (1,120 | ) | |
| - | |
| Derivative instruments of non-designated hedges | |
| (4 | ) | |
| - | | |
| (4 | ) | |
| - | |
Cash paid for business combination, net of cash acquired
| |
| - | | |
| - | | |
| (7,800 | ) | |
| - | |
| Net cash provided by investing activities | |
| 812 | | |
| 9,036 | | |
| 17,781 | | |
| 1,352 | |
| CASH FLOWS FROM FINANCING ACTIVITIES: | |
| | | |
| | | |
| | | |
| | |
| Repurchase of Ordinary Shares | |
| (1,016 | ) | |
| - | | |
| (1,016 | ) | |
| - | |
| Exercise of stock options | |
| 169 | | |
| 233 | | |
| 861 | | |
| 1,498 | |
| Net cash provided by (used in) financing
activities | |
| (847 | ) | |
| 233 | | |
| (155 | ) | |
| 1,498 | |
| | |
| | | |
| | | |
| | | |
| | |
| Effect of exchange rate changes on cash and cash equivalents | |
| 345 | | |
| 942 | | |
| (483 | ) | |
| 746 | |
| INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | |
| (20 | ) | |
| 6,075 | | |
| 18,162 | | |
| (2,763 | ) |
| CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE PERIOD | |
| 35,443 | | |
| 11,186 | | |
| 17,261 | | |
| 20,024 | |
| CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD | |
| 35,423 | | |
| 17,261 | | |
| 35,423 | | |
| 17,261 | |
| | |
| | | |
| | | |
| | | |
| | |
| SUPPLEMENT DISCLOSURE OF CASH FLOW INFORMATION | |
| | | |
| | | |
| | | |
| | |
| Cash paid for taxes | |
| 20 | | |
| 31 | | |
| 122 | | |
| 293 | |
| | |
| | | |
| | | |
| | | |
| | |
| SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES | |
| | | |
| | | |
| | | |
| | |
| Trade accounts payable on account of property and equipment | |
| 260 | | |
| 486 | | |
| 569 | | |
| 611 | |
Repurchase of Ordinary Shares
| |
| 597 | | |
| - | | |
| 597 | | |
| - | |
| Fair value of earnout liability assumed in business combination | |
| - | | |
| - | | |
| 2,036 | | |
| - | |
| Operating lease liabilities arising from obtaining operating right-of-use assets and lease modification | |
| 682 | | |
| 24 | | |
| 6,094 | | |
| 398 | |
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, change in fair value of Forfeiture Shares, change in earnout liability and certain
batch production incident expenses, 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 Ended December 31, | |
| | |
2024 | | |
2023 | | |
2024 | | |
2023 | |
| | |
| | |
| | |
| | |
| |
| Net income (loss) | |
| (7,317 | ) | |
| 2,790 | | |
| (36,583 | ) | |
| (19,661 | ) |
| Adjusted to exclude the following: | |
| | | |
| | | |
| | | |
| | |
| Change in fair value of Forfeiture Shares | |
| 1 | | |
| (95 | ) | |
| (37 | ) | |
| (1,713 | ) |
| Change in earnout liability | |
| 85 | | |
| - | | |
| 377 | | |
| - | |
| Financial income, net | |
| (1,136 | ) | |
| (4,477 | ) | |
| (4,795 | ) | |
| (5,637 | ) |
| Income taxes | |
| 44 | | |
| 51 | | |
| 96 | | |
| 112 | |
| Equity in earnings of investee | |
| (2 | ) | |
| (5 | ) | |
| (23 | ) | |
| (18 | ) |
| Certain batch production incident expenses (income) | |
| (10 | ) | |
| - | | |
| 2,238 | | |
| - | |
| Depreciation and amortization | |
| 788 | | |
| 439 | | |
| 2,546 | | |
| 1,632 | |
| Stock-based compensation expenses | |
| 3,859 | | |
| 3,509 | | |
| 15,118 | | |
| 15,026 | |
| Adjusted EBITDA income (loss) | |
| (3,688 | ) | |
| 2,212 | | |
| (21,063 | ) | |
| (10,259 | ) |
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 ordinary share and reconciliation to Non-GAAP Income (Loss) per
ordinary share.
| | |
Three Months Ended December 31, | | |
Year Ended December 31, | |
| |
2024 | | |
2023 | | |
2024 | | |
2023 | |
| GAAP Income (Loss) per ordinary Share | |
| | |
| | |
| | |
| |
GAAP
Net income (loss) used for computing Income (Loss) per ordinary Share | |
| (7,317) | | |
| 2,790 | | |
| (36,583) | | |
| (19,661) | |
Earnings Per Share Data: | |
| | | |
| | | |
| | | |
| | |
| GAAP income (loss) per ordinary Share (in U.S. Dollars) | |
| $(0.07) | | |
| $0.03 | | |
| $(0.35) | | |
| $(0.19) | |
Weighted
average number of shares and vested RSUs used in computing net income (loss) per ordinary share | |
| 106,683,126 | | |
| 102,964,797 | | |
| 105,477,191 | | |
| 101,985,939 | |
| | |
Three Months Ended December 31, | | |
Year
Ended December 31, | |
| |
2024 | | |
2023 | | |
2024 | | |
2023 | |
| Non-GAAP Income (Loss) per ordinary Share | |
| | |
| | |
| | |
| |
| GAAP Net income (loss) | |
| (7,317) | | |
| 2,790 | | |
| (36,583) | | |
| (19,661) | |
| Adjusted to exclude the following: | |
| | | |
| | | |
| | | |
| | |
| Stock based compensation | |
| 3,859 | | |
| 3,509 | | |
| 15,118 | | |
| 15,026 | |
| Depreciation and amortization | |
| 788 | | |
| 439 | | |
| 2,546 | | |
| 1,632 | |
| Certain batch production incident expenses (income) | |
| (10) | | |
| - | | |
| 2,238 | | |
| - | |
| Change in earnout liability | |
| 85 | | |
| - | | |
| 377 | | |
| - | |
| Change in fair value of Forfeiture Shares | |
| 1 | | |
| (95) | | |
| (37) | | |
| (1,713) | |
Total
Income (Loss) used for computing Income (Loss) per ordinary Share | |
| (2,594) | | |
| 6,643 | | |
| (16,341) | | |
| (4,716) | |
| | |
| | | |
| | | |
| | | |
| | |
Earnings Per Share Data: | |
| | | |
| | | |
| | | |
| | |
| Non-GAAP Income (Loss) per ordinary Share (in U.S. Dollars) | |
| $(0.02) | | |
| $0.06 | | |
| $(0.15) | | |
| $(0.05) | |
Weighted average number of shares and vested RSUs used for computing net income (loss) per ordinary share | |
| 106,683,126 | | |
| 102,964,797 | | |
| 105,477,191 | | |
| 101,985,939 | |
For
more information, please contact:
Michal Ben
Ari
Investor Relations Manager
Valens Semiconductor Ltd.
michal.benari@valens.com
Miri Segal
MS-IR
msegal@ms-ir.com
Media Contact:
Yoni Dayan
Head of Communications
Valens Semiconductor Ltd.
yoni.dayan@valens.com
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