8-K

Navitas Semiconductor Corp (NVTS)

8-K 2022-11-09 For: 2022-11-09
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Added on April 08, 2026

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): November 9, 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)
3520 Challenger Street, Torrance, California 90503-1640
--- --- --- ---
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (844) 654-2642

(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

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 November 9, 2022, Navitas Semiconductor Corporation issued a press release announcing its unaudited consolidated financial results for the quarterly period ended September 30, 2022. 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 November 9, 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: November 9, 2022
By: /s/ Gene Sheridan
Gene Sheridan
President and Chief Executive Officer

Document

Exhibit 99.1

Navitas Semiconductor Announces Third Quarter 2022 Financial Results

●Quarterly revenues Increased 82% over Q3 2021

●New Long-Term SiC Supplier Agreements Enable 5x Capacity Increase

●Strong demand across data center, EV, energy storage, solar, home appliance and industrial markets

Torrance, CA., November 9, 2022 — Navitas Semiconductor Corporation (Nasdaq: NVTS), the industry leader in next-generation power semiconductors, today announced unaudited financial results for the third quarter ended September 30, 2022.

Net revenues for the quarter increased to $10.2 million, up 82% from the third quarter of 2021, and up 19% from the prior quarter. GAAP gross margin was 3.8%, due primarily to inventory adjustments, compared to 46.2% in the third quarter of 2021. On a non-GAAP basis, gross margin was 38.4%, compared to 46.2% in Q3 2021.

GAAP loss from operations for the quarter was $37.4 million, compared to a loss of $6.8 million in the third quarter of 2021. On a non-GAAP basis, the loss from operations for the quarter was $10.3 million, compared to $6.5 million in the third quarter of 2021. GAAP loss per diluted share was $0.24, compared to a GAAP loss of $0.41 per share in the third quarter of 2021, while non-GAAP net loss for the quarter was $0.07 per share compared to a net loss of $0.39 per share in the third quarter of 2021.

"Despite continued softness in the mobile market, demand in the higher-power GaN markets and for SiC remained strong, including 50 new SiC opportunities, for which we have recently signed long-term supply agreements to enable 5x SiC capacity expansion in 2023,” said Gene Sheridan, CEO and co-founder. “We are seeing strong demand across electric vehicles, energy storage, solar, data center, home appliance and industrial markets, all fueled by the world’s pursuit to replace silicon with more efficient GaN and SiC technologies and the commitment to address sustainability, climate change and electrification.”

Third Quarter Highlights:

•Diversified markets, customer geographies:

•Mobile: 17 new fast chargers, including record-setting Xiaomi Redmi Note 10 210W ultra-fast, charging from 1-100% in only 9 minutes, plus Lenovo, iQOO, Anker, Moto and Best Buy models

•Motor drive: over 15 new home appliance & industrial opportunities, with new GaNSense half-bridge ICs

•Data center: Now 9 customer projects, including a $5M PO for mid '23 initial shipments

•Solar: Commercial & residential customers such as APS, Chint, Enphase, Goodwe and Sungrow in production with SiC now, or on schedule for GaN starting in 2024

•Electric Vehicle:

•22 new SiC customer projects, with customers including BYD, Geely, General Motors, Saab, Land Rover Jaguar, Shinry and many others

•New joint design center with leading EV systems provider VREMT (Geely group, with brands including ZEEKR, Volvo, Polestar and Lotus)

•Navitas’ EV design center team now has 4 onboard-charger platforms in development, for 8 customer projects with significant revenue ramps by 2025

•Solid research and operational execution:

•Shipped over 65M GaN units with zero reported GaN field failures

•Gen 4 GaN being adopted quickly in mobile, data center and motor drive

•Long-term supplier agreements for SiC wafers enable an expected 5x increase in 2023 capacity vs. 2022

•Major macro-economic growth drivers:

•Secular global trends driving the transition of the silicon power semiconductor industry to GaN and SiC for sustainability, energy savings and electrification

•United States’ CHIPS act and $300B+ Inflation Reduction Act investments focused on sustainability and climate change

Business Outlook

Fourth quarter 2022 net revenues are expected to be between $11.0 and $13.0 million. Gross margin for the fourth quarter is expected to be 40% plus or minus 1% and non-GAAP operating expenses are expected to be approximately $17.5 million plus or minus 2%, excluding stock-based compensation and amortization of intangible assets.

Earnings Webcast

Navitas will hold a public webcast today at 2:00 p.m. Pacific / 5:00 p.m. Eastern to discuss third quarter results.

Toll Free Dial-in: (646) 307-1963 or (800) 715-9871

Conference ID: 5290893

Live Webcast: https://edge.media-server.com/mmc/p/9vb5pmng

Replay: A replay of the call will be accessible from the Investor Relations section of the Company’s website at https://ir.navitassemi.com/.

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, (iii) non-GAAP net loss from operations, and (iv) non-GAAP net loss per share. Each of these non-GAAP financial measures are 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’ and GeneSiC’s businesses will not be realized, or will not be realized within expected time periods, due to, among other things, the failure to successfully integrate GeneSiC into Navitas’ business and operational systems; the effect of the acquisition on customer and supplier relationships or the failure to retain and expand those relationships; the success or failure of other business development efforts; Navitas’ financial condition and results of operations; 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, including silicon carbide markets; the level of demand in Navitas’ and GeneSiC’s 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; regulatory developments in the United States and foreign countries; and Navitas’ ability to protect its intellectual property rights. These and other risk factors are discussed in the Risk Factors section beginning on p. 11 of our annual report on Form 10-K for the year ended December 31, 2021, which we filed with the Securities and Exchange Commission (the “SEC”) on March 31, 2022 and as thereafter amended, and in other documents we file with the SEC, including our quarterly reports on Form 10-Q. 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.

About Navitas

Navitas Semiconductor (Nasdaq: NVTS) is the only pure-play, next-generation power-semiconductor company, founded in 2014. GaNFast™ power ICs integrate gallium nitride (GaN) power and drive, with control, sensing and protection to enable faster charging, higher power density and greater energy savings. Complementary GeneSiC™ power devices are optimized high-power, high-voltage and high-reliability silicon carbide (SiC) solutions. Focus markets include mobile, consumer, data center, EV, solar, wind, smart grid, and industrial. Over 185 Navitas patents are issued or pending. Over 65 million GaN units have been shipped with zero reported GaN field failures, and Navitas introduced the industry’s first and only 20-year warranty. Navitas is the world’s first semiconductor company to be CarbonNeutral®-certified.

Contact Information

Media

Graham Robertson, CMO of Grand Bridges

Graham@GrandBridges.com

Investors

Stephen Oliver, VP Corporate Marketing & Investor Relations

ir@navitassemi.com

Navitas Semiconductor, GaNFast, GaNSense, GeneSiC and the Navitas logo are trademarks or registered trademarks of Navitas Semiconductor Limited. 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.

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NAVITAS SEMICONDUCTOR CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS (GAAP) - UNAUDITED
(dollars in thousands, except per-share amounts)
Three Months Ended Nine Months Ended
September 30, September 30,
2022 2021 2022 2021
NET REVENUES $ 10,243 $ 5,631 $ 25,594 $ 16,398
COST OF REVENUES 9,852 3,032 18,655 8,962
GROSS PROFIT 391 2,599 6,939 7,436
OPERATING EXPENSES:
Research and development 13,343 5,804 36,362 16,325
Selling, general and administrative 24,477 3,550 63,014 23,713
Total operating expenses 37,820 9,354 99,376 40,038
LOSS FROM OPERATIONS (37,429) (6,755) (92,437) (32,602)
OTHER INCOME (EXPENSE), net:
Interest income (expense), net 638 (75) 666 (199)
Gain from change in fair value of warrants 51,763
(Loss) gain from change in fair value of earnout liabilities (6,098) 112,162
Other income (expense) (74) (1,215)
Total other income (expense), net (5,534) (75) 163,376 (199)
INCOME (LOSS) BEFORE INCOME TAXES (42,963) (6,830) 70,939 (32,801)
INCOME TAX (BENEFIT) PROVISION (9,865) 13 (9,592) 37
NET INCOME (LOSS) (33,098) (6,843) 80,531 (32,838)
LESS: Net income (loss) attributable to noncontrolling interest (238) (238)
NET INCOME (LOSS) ATTRIBUTABLE TO CONTROLLING INTEREST $ (32,860) $ (6,843) $ 80,769 $ (32,838)
NET INCOME (LOSS) PER SHARE:
Basic $ (0.24) $ (0.41) $ 0.63 $ (1.83)
Diluted $ (0.24) $ (0.41) $ 0.59 $ (1.83)
SHARES USED IN PER-SHARE CALCULATION:
Basic 138,455 16,726 127,390 17,949
Diluted 138,455 16,726 135,797 17,949
SUPPLEMENTAL INFORMATION:
Three Months Ended Nine Months Ended
September 30, September 30,
2022 2021 2022 2021
Stock-based compensation expenses included in:
Net revenues $ $ $ $ 163
Research and development 5,227 68 15,758 1,698
Selling, general and administrative 10,547 133 36,378 12,904
Total stock-based compensation expense $ 15,774 $ 201 $ 52,136 $ 14,765
Amortization of acquisition-related intangible assets included in:
Research and development $ 1,817 $ 86 $ 1,989 $ 274
Selling, general and administrative 424 424
Total Amortization of acquisition-related intangible assets $ 2,241 $ 86 $ 2,413 $ 274
Acquisition-related expenses included in:
Selling, general and administrative $ 5,442 $ $ 5,442 $
Payroll taxes on vesting of employee stock-based compensation included in:
Selling, general and administrative $ 154 $ $ 154 $
NAVITAS SEMICONDUCTOR CORPORATION
--- --- --- --- --- --- --- --- --- --- --- --- --- ---
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES TO GAAP RESULTS
(dollars in thousands, except per-share amounts)
Three Months Ended Nine Months Ended
September 30, September 30,
2022 2021 2022 2021
RECONCILIATION OF GROSS PROFIT MARGIN
GAAP gross profit $ 391 $ 2,599 $ 6,939 $ 7,436
GAAP gross profit margin 3.8 % 46.2 % 27.1 % 45.3 %
Stock-based compensation expense included in net revenues 163
Reserves for write-down of inventory 2,833 2,833
Inventory write-off related to purchase accounting step-up 539 539
Other operational charges 172 172
Non-GAAP gross profit $ 3,935 $ 2,599 $ 10,483 $ 7,599
Non-GAAP gross profit margin 38.4 % 46.2 % 41.0 % 45.9 %
RECONCILIATION OF OPERATING EXPENSES
GAAP Operating expenses $ 37,820 $ 9,354 $ 99,376 $ 40,038
Less: Stock-based compensation expenses included in:
Research and development 5,227 68 15,758 1,698
Selling, general and administrative 10,547 133 36,378 12,904
Total 15,774 201 52,136 14,602
Acquisition-related expenses 5,442 5,442
Amortization of acquisition-related intangible assets 2,241 86 2,413 274
Payroll taxes on vesting of employee stock-based compensation 154 154
Non-GAAP operating expenses $ 14,209 $ 9,067 $ 39,231 $ 25,162
RECONCILIATION OF LOSS FROM OPERATIONS
GAAP loss from operations $ (37,429) $ (6,755) $ (92,437) $ (32,602)
GAAP operating margin -365.4 % -120.0 % -361.2 % -198.8 %
Add: Stock-based compensation expenses included in:
Net revenues 163
Research and development 5,227 68 15,758 1,698
Selling, general and administrative 10,547 133 36,378 12,904
Total 15,774 201 52,136 14,765
Acquisition-related expenses 5,442 5,442
Reserves for write-down of inventory 2,833 2,833
Inventory write-off related to purchase accounting step-up 539 539
Other operational charges 172 172
Amortization of acquisition-related intangible assets 2,241 86 2,413 274
Payroll taxes on vesting of employee stock-based compensation 154 154
Non-GAAP loss from operations $ (10,274) $ (6,468) $ (28,748) $ (17,563)
Non-GAAP operating margin -100.3 % -114.9 % -112.3 % -107.1 %
RECONCILIATION OF NET LOSS PER SHARE
GAAP net income (loss) attributable to controlling interest $ (32,860) $ (6,843) $ 80,769 $ (32,838)
Adjustments to GAAP net income (loss)
Total stock-based compensation 15,774 201 52,136 14,765
Acquisition-related expenses 5,442 5,442
Reserves for write-down of inventory 2,833 2,833
Inventory write-off related to purchase accounting step-up 539 539
Other operational charges 172 172
Amortization of acquisition-related intangible assets 2,241 86 2,413 274
Payroll taxes on vesting of employee stock-based compensation 154 154
Gain from change in fair value of warrants (51,763)
Loss (Gain) from change in fair value of earnout liabilities 6,098 (112,162)
Release of tax valuation allowance (9,915) (9,915)
Other expense 74 1,215
Non-GAAP net loss (9,448) (6,556) (28,167) (17,799)
Average shares outstanding for calculation of non-GAAP net loss per share (basic and diluted) $ 138,455 $ 16,726 $ 127,390 $ 17,949
Non-GAAP net loss per share (basic and diluted) $ (0.07) $ (0.39) $ (0.22) $ (0.99)
NAVITAS SEMICONDUCTOR CORPORATION
--- --- --- --- ---
CONDENSED CONSOLIDATED BALANCE SHEETS
(dollars in thousands)
(Unaudited)
September 30, 2022 December 31, 2021
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 124,792 $ 268,252
Accounts receivable, net 10,859 8,263
Inventories 17,044 11,978
Prepaid expenses and other current assets 3,388 2,877
Total current assets 156,083 291,370
PROPERTY AND EQUIPMENT, net 5,721 2,302
OPERATING LEASE RIGHT OF USE ASSETS 6,631
INTANGIBLE ASSETS, net 110,461 170
GOODWILL 160,296
OTHER ASSETS 3,976 1,759
Total assets $ 443,168 $ 295,601
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable and other accrued expenses $ 9,310 $ 4,860
Accrued compensation expenses 4,923 2,639
Current portion of opearting lease liabilities 1,208
Current portion of long-term debt 3,200 3,200
Other liabilities 29
Total current liabilities 18,641 10,728
LONG-TERM LIABILITIES:
LONG-TERM DEBT 1,323 3,716
OPERATING LEASE LIABILITIES NONCURRENT 5,488
WARRANT LIABILITY 81,388
EARNOUT LIABILITY 22,611 134,173
DEFERRED TAX LIABILITIES 13,265
OTHER LIABILITIES 60
Total liabilities 61,328 230,065
STOCKHOLDERS’ EQUITY:
Total stockholders’ equity of Navitas Semiconductor Corporation 377,423 65,536
Noncontrolling interest 4,417
Total equity 381,840 65,536
Total liabilities stockholders’ equity $ 443,168 $ 295,601

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