8-K
Microvision, Inc. (MVIS)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) February 28, 2023
MicroVision, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-34170 | 91-1600822 |
|---|---|---|
| (State or other jurisdiction<br> <br>of incorporation) | (Commission<br> <br>File Number) | (I.R.S. Employer<br> <br>Identification No.) |
18390 NE 68^th^ Street
Redmond, Washington 98052
(Address of principal executive offices) (Zip code)
(425) 936-6847
Registrant’s telephone number, including area code
Not Applicable
(Former name or former address if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br> <br>symbol(s) | Name of each exchange<br> <br>on which registered |
|---|---|---|
| Common stock, par value $0.001 per share | MVIS | The NASDAQ Stock Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 2.02. | Results of Operations and Financial Condition. |
|---|
The information in this Current Report is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.
On February 28, 2023, MicroVision, Inc. issued a press release announcing its fourth quarter and full year 2022 results. A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
|---|
(c) Exhibits.
Pursuant to the rules and regulations of the SEC, the attached exhibit is deemed to have been furnished to, but not filed with, the SEC.
| Exhibit<br>No. | Description |
|---|---|
| 99.1 | Press Release of MicroVision, Inc. dated February 28, 2023 |
| 104 | Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document) |
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 hereunto duly authorized.
| MICROVISION, INC. | |
|---|---|
| By: | /s/ Drew G. Markham |
| Drew G. Markham | |
| Vice President, General Counsel and Secretary |
Dated: February 28, 2023
EX-99.1
Exhibit 99.1
MicroVision Announces Fourth Quarter and Full Year 2022 Results
REDMOND, WA / ACCESSWIRE / February 28, 2023 / MicroVision, Inc. (NASDAQ:MVIS), a leader in MEMS-based solid-state automotive lidar and ADAS solutions, today announced its fourth quarter and full year 2022 results.
“2022 was a transformational year for MicroVision. We announced the joining of forces with Ibeo Automotive which closed in January 2023 and uniquely positions us in the market.” said Sumit Sharma, MicroVision’s Chief Executive Officer. “Our expanded product portfolio now includes the dynamic view MEMS-based scanning lidar for long-range highway pilot, flash-based short-range lidar for automotive and non-automotive applications, and a validation software suite for OEMs and Tier 1s.”
Buoyed by actions taken in the fourth quarter, the Company is now the only lidar company in the market able to offer hardware and software solutions ready to deliver to the ADAS market; sensors for non-automotive markets including industrial, robotics, and smart infrastructure; and a software suite for automotive customers in their ADAS validation work.
“MicroVision continues to strategically deploy capital, emerging as one of the strongest lidar companies on the market,” continued Sharma. “I am pleased with how quickly our engineering teams from the U.S. and Germany came together to integrate MAVIN^TM^ DR with mature perception software. This early demonstration of synergies, combining MAVIN with perception, advances our positioning in existing RFIs and RFQs as well as others that are expected this year and beyond from several OEMs across the globe. We expect to accelerate our 2023 revenue in the range of $10-15 million from our expanded product suite. Our very competitive cost structure combined with our superior design and technology positions us well relative to our peers.”
Key Financial Highlights for Q4 and Full Year 2022
| • | Revenue for the fourth quarter of 2022 was $0, compared to $0.6 million for the fourth quarter of 2021. As<br>stated in prior quarters, the revenue was recognized against cash that had been received in an earlier period. |
|---|---|
| • | Net loss for the fourth quarter of 2022 was $13.5 million, or $0.08 per share, which includes<br>$3.5 million of non-cash, share-based compensation expense, compared to a net loss of $12.6 million, or $0.08 per share, which includes $2.9 million of<br>non-cash, share-based compensation expense, for the fourth quarter of 2021. |
| --- | --- |
| • | Adjusted EBITDA for the fourth quarter of 2022 was a $9.7 million loss, compared to a $9.3 million loss<br>for the fourth quarter of 2021. |
| --- | --- |
| • | Cash used in operations in the fourth quarter of 2022 remained flat at $8.4 million, compared to cash used<br>in operations in the fourth quarter of 2021 of $8.2 million. |
| --- | --- |
| • | The Company ended the fourth quarter of 2022 with $82.7 million in cash and cash equivalents including<br>investment securities, compared to $115.4 million at December 31, 2021. |
| --- | --- |
Conference Call and Webcast: Q4 and Full Year 2022 Results
MicroVision will host a conference call and webcast, consisting of prepared remarks by management, a slide presentation, and a question-and-answer session at 2:00 PM PT/5:00 PM ET on Tuesday, February 28, 2023 to discuss the financial results and provide a business update. Analysts and investors may pose questions to management during the live webcast on February 28, 2023.
The live webcast and slide presentation can be accessed on the Company’s Investor Relations website under the Events tab at https://ir.microvision.com/events. The webcast will be archived on the website for future viewing.
About MicroVision
With over 350 employees and offices in Redmond, Detroit, Hamburg, and Nürnberg, MicroVision is a pioneering company in MEMS-based laser beam scanning technology that integrates MEMS, lasers, optics, hardware, algorithms and machine learning software into its proprietary technology to address existing and emerging markets. The Company’s integrated approach uses its proprietary technology today to develop automotive lidar sensors and provide solutions for advanced driver-assistance systems (ADAS), leveraging its experience building augmented reality micro-display engines, interactive display modules, and consumer lidar modules.
For more information, visit the Company’s website at www.microvision.com, on Facebook at www.facebook.com/microvisioninc, follow MicroVision on Twitter at @MicroVision, and LinkedIn at https://www.linkedin.com/company/microvision/.
MicroVision and MAVIN are trademarks of MicroVision, Inc. in the United States and other countries. All other trademarks are the properties of their respective owners.
Non-GAAP information
To supplement MicroVision’s condensed financial statements presented in accordance with GAAP, the Company presents investors with the non-GAAP financial measure “adjusted EBITDA.” Adjusted EBITDA consists of GAAP net income (loss) excluding the impact of the following: interest income and interest expense; income tax expense; depreciation and amortization; and share-based compensation.
MicroVision believes that the presentation of adjusted EBITDA provides important supplemental information to management and investors regarding financial and business trends, provides consistency and comparability with MicroVision’s past financial reports, and facilitates comparisons with other companies in the Company’s industry, many of which use similar non-GAAP financial measures to supplement their GAAP results. Internally, management uses this non-GAAP measure when evaluating operating performance because the exclusion of the items described above provides an additional useful measure of the Company’s operating results and facilitates comparisons of the Company’s core operating performance against prior periods and its business objectives. Externally, the Company believes that adjusted EBITDA is useful to investors in their assessment of MicroVision’s operating performance and the valuation of the Company.
Adjusted EBITDA is not calculated in accordance with GAAP, and should be considered supplemental to, and not as a substitute for, or superior to, financial measures calculated in accordance with GAAP. Non-GAAP financial measures have limitations in that they do not reflect all of the costs associated with the operations of MicroVision’s business as determined in accordance with GAAP. The Company expects to continue to incur expenses similar to the non-GAAP adjustments described above, and exclusion of these items from its non-GAAP financial measure should not be construed as an inference that these costs are unusual or infrequent. The Company compensates for limitations of the measure by prominently disclosing GAAP net income (loss), which the Company believes is the most directly comparable GAAP measure, and providing investors with a reconciliation from GAAP net income (loss) to adjusted EBITDA.
MicroVision has included a reconciliation of GAAP net income (loss) to adjusted EBITDA for the relevant periods.
Forward-Looking Statements
Certain statements contained in this release, including the Company’s plans regarding benefits of the acquisition, market position, product portfolio, product capabilities, and expected revenue, expenses and cash usage are forward-looking statements that involve a number of risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Factors that could cause actual results to differ materially from those projected in such forward-looking statements include the risk its ability to operate with limited cash or to raise additional capital when needed; market acceptance of its technologies and products or for products incorporating its technologies; the failure of its commercial partners to perform as expected under its agreements, including from the impact of COVID-19 (coronavirus); its financial and technical resources relative to those of its competitors; its ability to keep up with rapid technological change; government regulation of its technologies; its ability to enforce its intellectual property rights and protect its proprietary technologies; the ability to obtain customers and develop partnership opportunities; the timing of commercial product launches and delays in product development; the ability to achieve key technical milestones in key products; dependence on third parties to develop, manufacture, sell and market its products; potential product liability claims; its ability to maintain its listing on The Nasdaq Stock Market, and other risk factors identified from time to time in the Company’s SEC reports, including the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other reports filed with the SEC. These factors are not intended to represent a complete list of the general or specific factors that may affect the Company. It should be recognized that other factors, including general economic factors and business strategies, may be significant, now or in the future, and the factors set forth in this release may affect the Company to a greater extent than indicated. Except as expressly required by federal securities laws, the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changes in circumstances or any other reason.
MicroVision, Inc.
Consolidated Balance Sheet
(In thousands)
(Unaudited)
| December 31, 2022 | December 31, 2021 | |||||
|---|---|---|---|---|---|---|
| Assets | ||||||
| Current Assets | ||||||
| Cash and cash equivalents | $ | 20,536 | $ | 82,647 | ||
| Investment securities,<br>available-for-sale | 62,173 | 32,720 | ||||
| Inventory | 1,861 | 1,780 | ||||
| Advance to IBEO | 4,132 | — | ||||
| Other current assets | 2,306 | 2,283 | ||||
| Total current assets | 91,008 | 119,430 | ||||
| Property and equipment, net | 6,830 | 3,026 | ||||
| Operating lease<br>right-of-use asset | 14,579 | 5,577 | ||||
| Restricted cash | 1,418 | 1,092 | ||||
| Intangible assets, net | 75 | 115 | ||||
| Other assets | 1,086 | 985 | ||||
| Total assets | $ | 114,996 | $ | 130,225 | ||
| Liabilities and Shareholders’ Equity | ||||||
| Current Liabilities | ||||||
| Accounts payable | $ | 2,061 | $ | 3,584 | ||
| Accrued liabilities | 2,058 | 1,170 | ||||
| Contract liabilities | 4,601 | 5,265 | ||||
| Other current liabilities | 839 | 1,181 | ||||
| Current portion of long-term debt | — | 392 | ||||
| Current portion of operating lease liability | 1,846 | 849 | ||||
| Current portion of finance lease obligations | 21 | 21 | ||||
| Total current liabilities | 11,426 | 12,462 | ||||
| Operating lease liability, net of current portion | 13,829 | 4,983 | ||||
| Finance lease obligations, net of current portion | — | 26 | ||||
| Total liabilities | 25,255 | 17,471 | ||||
| Commitments and contingencies | ||||||
| Shareholders’ Equity | ||||||
| Common stock at par value | 171 | 164 | ||||
| Additional paid-in capital | 772,221 | 742,042 | ||||
| Accumulated other comprehensive loss | (127 | ) | (19 | ) | ||
| Accumulated deficit | (682,524 | ) | (629,433 | ) | ||
| Total shareholders’ equity | 89,741 | 112,754 | ||||
| Total liabilities and shareholders’ equity | $ | 114,996 | $ | 130,225 |
MicroVision, Inc.
Consolidated Statement of Operations
(In thousands, except earnings per share data)
(Unaudited)
| Three months ended December 31, | Twelve months ended December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2022 | 2021 | |||||||||
| Product revenue | $ | — | $ | — | $ | — | $ | — | ||||
| License and royalty revenue | — | 557 | 664 | 2,500 | ||||||||
| Total revenue | — | 557 | 664 | 2,500 | ||||||||
| Cost of product revenue | 33 | 48 | 100 | 2 | ||||||||
| Total cost of revenue | 33 | 48 | 100 | 2 | ||||||||
| Gross margin | (33 | ) | 509 | 564 | 2,498 | |||||||
| Research and development expense | 7,585 | 6,482 | 30,413 | 24,111 | ||||||||
| Sales, marketing, general and administrative expense | 6,377 | 6,648 | 24,041 | 22,256 | ||||||||
| Total operating expenses | 13,962 | 13,130 | 54,454 | 46,367 | ||||||||
| Loss from operations | (13,995 | ) | (12,621 | ) | (53,890 | ) | (43,869 | ) | ||||
| Gain on debt extinguishment | — | — | — | 692 | ||||||||
| Other income (expense), net | 520 | (4 | ) | 799 | (23 | ) | ||||||
| Net income (loss) | $ | (13,475 | ) | $ | (12,625 | ) | $ | (53,091 | ) | $ | (43,200 | ) |
| Net income (loss) per share—basic and diluted | $ | (0.08 | ) | $ | (0.08 | ) | $ | (0.32 | ) | $ | (0.27 | ) |
| Weighted-average shares outstanding—basic and diluted | 168,308 | 164,220 | 165,958 | 160,662 |
MicroVision, Inc.
Consolidated Statement of Cash Flows
(In thousands)
(Unaudited)
| Twelve months ended December 31, | ||||||
|---|---|---|---|---|---|---|
| 2022 | 2021 | |||||
| Cash flows from operating activities | ||||||
| Net loss | $ | (53,091 | ) | $ | (43,200 | ) |
| Adjustments to reconcile net loss to net cash used in operations: | ||||||
| Depreciation and amortization | 2,246 | 1,464 | ||||
| Impairment of property and equipment | 64 | 882 | ||||
| Share-based compensation expense | 15,461 | 15,284 | ||||
| Non-cash interest expense | — | (10 | ) | |||
| Inventory write-downs | 87 | 48 | ||||
| Net accretion of premium on short-term investments | 21 | 86 | ||||
| Gain on debt extinguishment | — | (692 | ) | |||
| Change in | ||||||
| Inventory | (168 | ) | (1,828 | ) | ||
| Other current and non-current assets | (217 | ) | (2,552 | ) | ||
| Accounts payable | (1,737 | ) | 2,520 | |||
| Accrued liabilities | 888 | 675 | ||||
| Contract liabilities and other current liabilities | (293 | ) | (1,319 | ) | ||
| Operating lease liabilities | (1,280 | ) | (762 | ) | ||
| Net cash used in operating activities | (38,019 | ) | (29,404 | ) | ||
| Cash flows from investing activities | ||||||
| Sales of investment securities | 60,576 | — | ||||
| Purchases of investment securities | (90,158 | ) | (32,825 | ) | ||
| Advance to IBEO | (4,132 | ) | — | |||
| Purchases of property and equipment | (4,359 | ) | (2,493 | ) | ||
| Net cash provided by (used in) investing activities | (38,073 | ) | (35,318 | ) | ||
| Cash flows from financing activities | ||||||
| Principal payments under finance leases | (26 | ) | (28 | ) | ||
| Principal payments under long-term debt | (392 | ) | (488 | ) | ||
| Payments received on subscriptions receivable | — | 6,135 | ||||
| Proceeds from stock option exercises | 726 | 2,654 | ||||
| Net proceeds from issuance of common stock | 13,999 | 122,891 | ||||
| Net cash provided by financing activities | 14,307 | 131,164 | ||||
| Change in cash, cash equivalents, and restricted cash | (61,785 | ) | 66,442 | |||
| Cash, cash equivalents and restricted cash at beginning of period | 83,739 | 17,297 | ||||
| Cash, cash equivalents and restricted cash at end of period | $ | 21,954 | $ | 83,739 |
MicroVision, Inc.
Reconciliation of GAAP Net Loss to Non-GAAP Measure
(In thousands, except earnings per share data)
(Unaudited)
| Three months ended December 31, | Twelve months ended December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2022 | 2021 | |||||||||
| GAAP net loss | $ | (13,475 | ) | $ | (12,625 | ) | $ | (53,091 | ) | $ | (43,200 | ) |
| Add Interest (net) | (554 | ) | (2 | ) | (954 | ) | 7 | |||||
| Add Income taxes | — | — | — | — | ||||||||
| Add Depreciation & amorization | 821 | 424 | 2,246 | 1,464 | ||||||||
| Add Share-based compensation expense | 3,526 | 2,939 | 15,461 | 15,284 | ||||||||
| Adjusted EBITDA | $ | (9,682 | ) | $ | (9,264 | ) | $ | (36,338 | ) | $ | (26,445 | ) |
Investor Relations Contact
Jeff Christensen
Darrow Associates Investor Relations
MVIS@darrowir.com
Media Contact
Robyn Komachi
Marketing@MicroVision.com
SOURCE: MicroVision, Inc.