8-K
Navitas Semiconductor Corp (NVTS)
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 15, 2022
| NAVITAS SEMICONDUCTOR CORPORATION |
|---|
(Exact name of registrant as specified in its charter)
| Delaware | 001-39755 | 85-2560226 | |
|---|---|---|---|
| (State or other jurisdiction | (Commission File Number) | (IRS Employer Identification No.) | |
| of incorporation) | |||
| 22 Fitzwilliam Square South, | Dublin, | Ireland | D02 FH68 |
| --- | --- | --- | --- |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (844) 654-2642
| N/A |
|---|
| (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 obligations 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 |
|---|---|---|
| Class A Common Stock, <br>par value $0.0001 per share | NVTS | The Nasdaq Stock Market LLC |
| Warrants to receive one share of Class A Common Stock at an exercise price <br>of $11.50 per share | NVTSW | The Nasdaq Stock Market LLC |
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.
On February 15, 2022, Navitas Semiconductor Corporation issued a press release announcing its financial results for the quarterly period and full year ended December 31, 2021. The press release is furnished as Exhibit 99.1 to this report and incorporated herein by reference.
All information in this report, including Exhibit 99.1, is furnished and not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, and none of such information is incorporated by reference in any filing under the Securities Act of 1933 except as may be expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit<br><br>Number | Description |
|---|---|
| 99.1 | Press release, dated February 15, 2022 |
| 104 | Cover Page Interactive Data File |
SIGNATURES
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.
| NAVITAS SEMICONDUCTOR CORPORATION | ||
|---|---|---|
| Dated: February 15, 2022 | ||
| By: | /s/ Gene Sheridan | |
| Gene Sheridan | ||
| President and Chief Executive Officer |
Document
Exhibit 99.1
Navitas Semiconductor, the Industry Leader in Gallium Nitride (GaN) Power ICs, Announces Fourth Quarter and Full Year 2021 Financial Results
•2021 net revenues increased 100%, GAAP gross margin increased by 13.7%
•Now in production with 8 of 10 top mobile customers, and in development with 10 of 10
•Industry’s first GaN design centers dedicated to data centers and EV customers
•Industry’s first GaN sustainability report recently published
El Segundo, CALIF., February 15, 2022 — Navitas Semiconductor Corporation (Nasdaq: NVTS), the industry leader in GaN Power ICs, today announced unaudited financial results for the fourth quarter and year ended December 31, 2021.
Net revenues for the fourth quarter of 2021 were $7.3 million, up 30% from the third quarter. Net revenues for full-year 2021 increased 100% over 2020 to $23.7 million. GAAP gross margin for 2021 was 45.0%, up from 31.4% in the prior year.
GAAP net loss from operations for the fourth quarter of 2021 was $35.9 million, or $0.37 per share, compared to a GAAP net loss from operations of $7.2 million, or $0.44 per share in the fourth quarter of 2020. On a non-GAAP basis, net loss from operations for the fourth quarter of 2021 was $6.9 million, or $0.07 per share, compared to a non-GAAP net loss from operations of $6.3 million, or $0.39 per share, in the fourth quarter of 2020.
“2021 was a pivotal year for Navitas as we doubled revenue and became a public company,” said Gene Sheridan, co-founder and CEO. “We have strengthened our leadership position in the mobile market, with all of the top mobile players shipping or developing their next-gen chargers with Navitas. In addition, our expansion plans into data center, solar and EV are well underway with sampling of our high-power GaN ICs and the opening of our new design centers dedicated to data centers and EV applications.”
Customer / Product Highlights
In mobile fast chargers, the number of customer designs released to production increased by 75% to over 170 by the end of 2021, with an increase of over 100% in the number of customer designs in development, now at over 240 projects. Tier-1 “in-box” wins have doubled, which include Dell, Lenovo, Xiaomi, Vivo, Motorola and LG among others. At year end over 35 million GaN ICs had shipped with zero reported GaN field failures.
GaNFast™ power ICs with new GaNSense™ technology are in production with Lenovo, Xiaomi and Vivo, and Navitas’ IP leadership in GaN power ICs continues, now with 145 patents issued or pending.
Navitas is the first company to publish a sustainability report that comprehensively quantifies the positive impact of GaN power semiconductors on climate change based on global standards, increasing customers’ ability to achieve their own CO2 emissions targets.
Business Outlook
First quarter 2022 net revenues are expected to be approximately $6.0 to $7.0 million. Full-year 2022 net revenues are expected to double to approximately $48 million. GAAP and non-GAAP gross margin is expected to be approximately 44% (+/- 1%) for the quarter and 44% (+/- 1%) for the full year. GAAP operating expenses, which include stock-based compensation expense, are expected to be approximately $41.5 million in the first quarter and approximately $126 million for the year. Non-GAAP operating expenses are expected to be approximately $13 million for the first quarter, and approximately $58 million for the full year, which includes a full year of expenses associated with being a public company.
Earnings Webcast
Navitas will hold a public webcast at 2:00 p.m. PST today to discuss fourth quarter and full-year 2021 results . The live public webcast can be accessed on Navitas’ Investor Relations website at https://edge.media-server.com/mmc/p/cu5jb4mg. A toll-free dial-in is also available at: (844) 309-9880, Conference ID: 2145189. A webcast replay will be available.
Non-GAAP Financial Measures
This press release and statements in our public webcast include financial measures that are not calculated in accordance with generally accepted accounting principles (“GAAP”), which we refer to as “non-GAAP financial measures”, including (i) non-GAAP gross margin (ii) non-GAAP operating expenses and (iii) non-GAAP net loss from operations. Each of these non-GAAP financial measures is adjusted from GAAP results to exclude certain expenses, which are outlined in the “Reconciliation of GAAP to Non-GAAP Financial Measures” tables below. We believe these non-GAAP financial measures provide investors with useful supplemental information about our operating performance and enable comparison of financial trends and results between periods where certain items may vary independent of business performance. We believe these non-GAAP financial measures offer an additional view of our operations that, when coupled with the GAAP results and the reconciliations to corresponding GAAP financial measures, provide a more complete understanding of the results of operations. However, these non-GAAP financial measures should be considered as a supplement to, and not as a substitute for, or superior to, the corresponding measures calculated in accordance with GAAP.
Cautionary Statement Regarding Forward-Looking Statements
This press release, including the paragraph headed “Business Outlook”, includes “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements may be identified by the use of words such as “we expect” or “are expected to be”, “estimate,” “plan,” “project,” “forecast,” “intend,” “anticipate,” “believe,” “seek,” 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 estimates and forecasts of other financial and performance metrics and projections of market opportunity and market share. These statements are based on various assumptions, whether or not identified in this press release. These statements are also based on current expectations of the management of Navitas and are not predictions of actual performance. Such 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 and expectations. Many actual events and circumstances that affect performance are beyond the control of Navitas. Forward-looking statements are subject to a number of risks and uncertainties, including the possibility that the expected growth of Navitas’ business will not be realized, or will not be realized within the expected time period, due to, among other things: Navitas’ goals and strategies and its ability to achieve and implement them, the success of future business development efforts, Navitas’ financial condition and results of operations; Navitas’ customer relationships and ability to retain and expand these customer relationships; Navitas’ ability to accurately predict future revenues for the purpose of appropriately budgeting and adjusting Navitas’ expenses; Navitas’ ability to diversify its customer base and develop relationships in new markets; Navitas’ ability to scale its technology into new markets and applications; the effects of competition on Navitas’ business, including actions of competitors with an established presence and resources in markets we hope to penetrate; the level of demand in Navitas’ customers’ end markets, both generally and with respect to successive generations of products or technology; Navitas’ ability to attract, train and retain key qualified personnel; changes in government trade policies, including the imposition of tariffs; the impact of the COVID-19 pandemic on Navitas’ business, results of operations and financial condition; the impact of the COVID-19 pandemic on the global economy, including but not limited to Navitas’ supply chain and the supply chains of customers and suppliers; the ability of Navitas to maintain compliance with certain U.S. Government contracting requirements; regulatory developments in the United States and foreign countries; and Navitas’ ability to protect its intellectual property rights. Forward-looking statements are also subject to additional risks and uncertainties, including changes in domestic and foreign business, market, financial, political and legal conditions; failure to realize anticipated benefits from Navitas’ business combination with Live Oak Acquisition Corp. II (“LOKB”); risks relating to the uncertainty of projected financial information with respect to Navitas; risks related to the rollout of Navitas’ business and the timing of expected business milestones; other factors discussed in prospectus dated December 6, 2021, filed by Navitas with the Securities and Exchange Commission (the “SEC”) on December 7, 2021, under the heading “Risk Factors—Risks Related to Navitas’ Business,” and other documents filed, or to be filed, by Navitas 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 Navitas is not aware of or that Navitas currently believes are immaterial that could also cause actual results to differ materially from those contained in the forward-looking statements. In addition, forward-looking statements reflect Navitas’ expectations, plans or forecasts of future events and views as of the date of this press release. Navitas anticipates that subsequent events and developments will cause Navitas’ assessments to change. However, while Navitas may elect to update these forward-looking statements at some point in the future, Navitas specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing Navitas’ assessments 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 Navitas
Navitas Semiconductor (Nasdaq: NVTS) is the industry leader in GaN power ICs, founded in 2014. GaN power ICs integrate GaN power with drive, control and protection to enable faster charging, higher power density and greater energy savings for mobile, consumer, enterprise, eMobility and new energy markets. Over 145 Navitas patents are issued or pending, and over 35 million GaNFast power ICs have been shipped with zero reported GaN field failures. Navitas rang the Nasdaq opening bell and started trading on Nasdaq on October 20th, 2021.
Contact Information
Media
Graham Robertson, CMO Grand Bridges
Graham@GrandBridges.com
Investors
Stephen Oliver, VP Corporate Marketing & Investor Relations
ir@navitassemi.com
Navitas Semiconductor and the Navitas logo are trademarks or registered trademarks of Navitas Semiconductor, Ltd. All other brands, product names and marks are or may be trademarks or registered trademarks used to identify products or services of their respective owners.
NAVITAS SEMICONDUCTOR CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS (GAAP) - UNAUDITED
(in thousands, except per-share amounts)
| Three Months Ended | Year Ended | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| December 31, | December 31, | ||||||||
| 2021 | 2020 | 2021 | 2020 | ||||||
| NET REVENUES | $ | 7,338 | $ | 4,653 | $ | 23,736 | $ | 11,849 | |
| COST OF REVENUES | 4,088 | 3,107 | 13,050 | 8,134 | |||||
| GROSS PROFIT | 3,250 | 1,546 | 10,686 | 3,715 | |||||
| OPERATING EXPENSES: | |||||||||
| Research and development | 11,495 | 4,907 | 27,820 | 13,049 | |||||
| Selling, general and administrative | 27,661 | 3,845 | 51,374 | 9,469 | |||||
| Total operating expenses | 39,156 | 8,752 | 79,194 | 22,518 | |||||
| LOSS FROM OPERATIONS | (35,906) | (7,206) | (68,508) | (18,803) | |||||
| OTHER INCOME (EXPENSE), net: | |||||||||
| Interest income (expense), net | (58) | (64) | (257) | (236) | |||||
| Gain (loss) from change in fair value of warrants | (45,625) | — | (45,625) | — | |||||
| Gain (loss) from change in fair value of earnout liabilities | (38,105) | — | (38,105) | — | |||||
| Other income (expense) | (143) | — | (143) | — | |||||
| Total other income (expense), net | (83,931) | (64) | (84,130) | (236) | |||||
| LOSS BEFORE PROVISION FOR INCOME TAXES | (119,837) | (7,270) | (152,638) | (19,039) | |||||
| PROVISION (BENEFIT) FOR INCOME TAXES | 10 | (1) | 47 | 5 | |||||
| NET LOSS | $ | (119,847) | $ | (7,269) | $ | (152,685) | $ | (19,044) | |
| NET LOSS PER SHARE: | |||||||||
| Basic and diluted | $ | (1.23) | $ | (0.45) | $ | (3.90) | $ | (1.17) | |
| SHARES USED IN PER-SHARE CALCULATION: | |||||||||
| Basic and diluted 1 | 97,400 | 16,306 | 39,167 | 16,246 |
1.Retroactively restated to give effect to the October 19, 2021 reverse recapitalization.
| SUPPLEMENTAL INFORMATION: | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Three Months Ended<br>December 31, | Year Ended | |||||||||||
| December 31, | ||||||||||||
| 2021 | 2020 | 2021 | 2020 | |||||||||
| Stock-based compensation expenses included in: | ||||||||||||
| Net revenues | $ | — | $ | 331 | $ | 163 | $ | 331 | ||||
| Research and development | 4,926 | 302 | 6,624 | 477 | ||||||||
| Selling, general and administrative | 21,713 | 182 | 34,617 | 228 | ||||||||
| Total stock-based compensation expense | $ | 26,639 | $ | 815 | $ | 41,404 | $ | 1,036 | ||||
| Research and development includes: | ||||||||||||
| Amortization of acquisition-related intangible assets | $ | 87 | $ | 83 | $ | 361 | $ | 167 | ||||
| Other acquisition-related expenses included in: | ||||||||||||
| Research and development | $ | 500 | $ | — | $ | 500 | $ | — | ||||
| Selling, general and administrative | 1,795 | — | 1,795 | — | ||||||||
| Total other acquisition-related expenses | $ | 2,295 | $ | — | $ | 2,295 | $ | — | ||||
| NAVITAS SEMICONDUCTOR CORPORATION | ||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| RECONCILIATION OF NON-GAAP FINANCIAL MEASURES TO GAAP RESULTS | ||||||||||||
| (dollars in thousands, except per-share amounts) | ||||||||||||
| Three Months Ended | Year Ended | |||||||||||
| December 31, | December 31, | |||||||||||
| 2021 | 2020 | 2021 | 2020 | |||||||||
| RECONCILIATION OF GROSS PROFIT MARGIN | ||||||||||||
| GAAP gross profit | $ | 3,250 | $ | 1,546 | $ | 10,686 | $ | 3,715 | ||||
| GAAP gross profit margin | 44.3 | % | 33.2 | % | 45.0 | % | 31.4 | % | ||||
| Stock-based compensation expense included in net revenues | — | 331 | 163 | 331 | ||||||||
| Non-GAAP gross profit | $ | 3,250 | $ | 1,877 | $ | 10,849 | $ | 4,046 | ||||
| Non-GAAP gross profit margin | 44.3 | % | 37.7 | % | 45.4 | % | 33.2 | % | ||||
| RECONCILIATION OF OPERATING EXPENSES | ||||||||||||
| GAAP operating expenses | $ | 39,156 | $ | 8,752 | $ | 79,194 | $ | 22,518 | ||||
| Less: Stock-based compensation expenses included in: | ||||||||||||
| Research and development | 4,926 | 302 | 6,624 | 477 | ||||||||
| Selling, general and administrative | 21,713 | 182 | 34,617 | 228 | ||||||||
| Total | 26,639 | 484 | 41,241 | 705 | ||||||||
| Other acquisition-related expenses | 2,295 | — | 2,295 | — | ||||||||
| Amortization of acquisition-related intangible assets | 87 | 83 | 361 | 167 | ||||||||
| Non-GAAP operating expenses 2 | $ | 10,135 | $ | 8,185 | $ | 35,297 | $ | 21,646 | ||||
| RECONCILIATION OF LOSS FROM OPERATIONS | ||||||||||||
| GAAP loss from operations | $ | (35,906) | $ | (7,206) | $ | (68,508) | $ | (18,803) | ||||
| GAAP operating margin | -489 | % | -155 | % | -289 | % | -159 | % | ||||
| Add: Stock-based compensation expenses included in: | ||||||||||||
| Net revenues | — | 331 | 163 | 331 | ||||||||
| Research and development | 4,926 | 302 | 6,624 | 477 | ||||||||
| Selling, general and administrative | 21,713 | 182 | 34,617 | 228 | ||||||||
| Total | 26,639 | 815 | 41,404 | 1,036 | ||||||||
| Other acquisition-related expenses | 2,295 | — | 2,295 | — | ||||||||
| Amortization of acquisition-related intangible assets | 87 | 83 | 361 | 167 | ||||||||
| Non-GAAP loss from operations 2 | $ | (6,885) | $ | (6,308) | $ | (24,448) | $ | (17,600) | ||||
| Non-GAAP operating margin | -94 | % | -136 | % | -103 | % | -149 | % | ||||
| Average shares outstanding for calculation of loss from operations per share (basic and diluted)1 | 97,400 | 16,306 | 39,167 | 16,246 | ||||||||
| GAAP loss from operations per share | $ | (0.37) | $ | (0.44) | $ | (1.75) | $ | (1.16) | ||||
| Non-GAAP loss from operations per share | $ | (0.07) | (0.39) | (0.62) | (1.08) | |||||||
| RECONCILIATION OF NET LOSS PER SHARE | ||||||||||||
| GAAP net loss | $ | (119,847) | $ | (7,269) | $ | (152,685) | $ | (19,044) | ||||
| Adjustments to GAAP net loss | ||||||||||||
| Total stock-based compensation | 26,639 | 815 | 41,404 | 1,036 | ||||||||
| Amortization of acquisition-related intangible assets | 87 | 83 | 361 | 167 | ||||||||
| Loss from change in fair value of warrants | 45,625 | — | 45,625 | — | ||||||||
| Loss from change in fair value of earnout liabilities | 38,105 | — | 38,105 | — | ||||||||
| Other expense | 143 | — | 143 | — | ||||||||
| Other acquisition-related expenses | 2,295 | — | 2,295 | — | ||||||||
| Non-GAAP net loss 2 | $ | (6,953) | $ | (6,371) | $ | (24,752) | $ | (17,841) | ||||
| Average shares outstanding for calculation of non-GAAP net loss per share (basic and diluted) 1 | 97,400 | 16,306 | 39,167 | 16,246 | ||||||||
| Non-GAAP net loss per share | $ | (0.07) | $ | (0.39) | $ | (0.63) | $ | (1.10) |
- In the fourth quarter of 2021, the Company transitioned from an annual cash bonus plan to a stock-settled bonus, which resulted in a $2.0 million reduction of non-GAAP operating expenses as compared to GAAP operating expenses for the three months and year ended December 31, 2021.
| NAVITAS SEMICONDUCTOR CORPORATION | ||||
|---|---|---|---|---|
| CONDENSED CONSOLIDATED BALANCE SHEETS | ||||
| (dollars in thousands) | ||||
| (Unaudited) | ||||
| December 31, 2021 | December 31, 2020 | |||
| ASSETS | ||||
| CURRENT ASSETS: | ||||
| Cash and cash equivalents | $ | 268,252 | $ | 38,869 |
| Accounts receivable, net | 8,263 | 4,152 | ||
| Inventories | 11,978 | 3,404 | ||
| Prepaid expenses and other current assets | 2,877 | 522 | ||
| Total current assets | 291,370 | 46,947 | ||
| PROPERTY AND EQUIPMENT, net | 2,302 | 722 | ||
| INTANGIBLE ASSETS, net | 170 | 515 | ||
| OTHER ASSETS | 2,239 | 323 | ||
| Total assets | $ | 296,081 | $ | 48,507 |
| LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT) | ||||
| CURRENT LIABILITIES: | ||||
| Accounts payable and other accrued expenses | $ | 4,860 | $ | 3,698 |
| Accrued compensation expenses | 2,639 | 1,668 | ||
| Current portion of long-term debt | 3,200 | 1,000 | ||
| Other liabilities | 29 | — | ||
| Total current liabilities | 10,728 | 6,366 | ||
| LONG-TERM LIABILITIES: | ||||
| LONG-TERM DEBT | 3,716 | 4,971 | ||
| WARRANT LIABILITY | 81,388 | — | ||
| EARNOUT LIABILITY | 134,173 | — | ||
| OTHER LIABILITIES | 60 | 88 | ||
| Total liabilities | 230,065 | 11,425 | ||
| REDEEMABLE CONVERTIBLE PREFERRED STOCK | — | 109,506 | ||
| STOCKHOLDERS’ EQUITY (DEFICIT) | 66,016 | (72,424) | ||
| Total liabilities, redeemable convertible preferred stock and stockholders’ equity (deficit) | $ | 296,081 | $ | 48,507 |