8-K
false 0000065770 0000065770 2023-02-28 2023-02-28

 

 

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

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

18390 NE 68th 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)

 

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

symbol(s)

 

Name of each exchange

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
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

Exhibit 99.1

 

LOGO

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 MAVINTM 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 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 $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 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 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 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 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, 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 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

[email protected]

Media Contact

Robyn Komachi

[email protected]

SOURCE: MicroVision, Inc.