i-20221109
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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): November 9, 2022

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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,California90503-1640
(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 classTrading Symbol(s)Name of each exchange on which registered
Class A Common Stock,
par value $0.0001 per share
NVTSThe 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
Number
Description
99.1
104Cover 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 EndedNine Months Ended
September 30,September 30,
2022202120222021
NET REVENUES$10,243 $5,631 $25,594 $16,398 
COST OF REVENUES9,852 3,032 18,655 8,962 
GROSS PROFIT391 2,599 6,939 7,436 
OPERATING EXPENSES:
Research and development13,343 5,804 36,362 16,325 
Selling, general and administrative24,477 3,550 63,014 23,713 
Total operating expenses37,820 9,354 99,376 40,038 
LOSS FROM OPERATIONS(37,429)(6,755)(92,437)(32,602)
OTHER INCOME (EXPENSE), net:
Interest income (expense), net638 (75)666 (199)
Gain from change in fair value of warrants— — 51,763 — 
(Loss) gain from change in fair value of earnout liabilities(6,098)— 112,162 — 
Other income (expense)(74)— (1,215)— 
Total other income (expense), net(5,534)(75)163,376 (199)
INCOME (LOSS) BEFORE INCOME TAXES(42,963)(6,830)70,939 (32,801)
INCOME TAX (BENEFIT) PROVISION(9,865)13 (9,592)37 
NET INCOME (LOSS)(33,098)(6,843)80,531 (32,838)
LESS: Net income (loss) attributable to noncontrolling interest(238)— (238)— 
NET INCOME (LOSS) ATTRIBUTABLE TO CONTROLLING INTEREST$(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 $(1.83)
SHARES USED IN PER-SHARE CALCULATION:
Basic138,455 16,726 127,390 17,949 
Diluted138,455 16,726 135,797 17,949 
SUPPLEMENTAL INFORMATION:
Three Months EndedNine Months Ended
September 30,September 30,
2022202120222021
Stock-based compensation expenses included in:
Net revenues$— $— $— $163 
Research and development5,227 68 15,758 1,698 
Selling, general and administrative10,547 133 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 administrative424 — 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 $— 

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NAVITAS SEMICONDUCTOR CORPORATION
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES TO GAAP RESULTS
(dollars in thousands, except per-share amounts)
Three Months EndedNine Months Ended
September 30,September 30,
2022202120222021
RECONCILIATION OF GROSS PROFIT MARGIN
GAAP gross profit$391 $2,599 $6,939 $7,436 
GAAP gross profit margin3.8 %46.2 %27.1 %45.3 %
Stock-based compensation expense included in net revenues— — — 163 
Reserves for write-down of inventory2,833 — 2,833 — 
Inventory write-off related to purchase accounting step-up539 — 539 — 
Other operational charges172 — 172 — 
Non-GAAP gross profit$3,935 $2,599 $10,483 $7,599 
Non-GAAP gross profit margin38.4 %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 development5,227 68 15,758 1,698 
Selling, general and administrative10,547 133 36,378 12,904 
Total15,774 201 52,136 14,602 
Acquisition-related expenses5,442 — 5,442 — 
Amortization of acquisition-related intangible assets2,241 86 2,413 274 
Payroll taxes on vesting of employee stock-based compensation154 — 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)$(32,602)
GAAP operating margin-365.4 %-120.0 %-361.2 %-198.8 %
Add: Stock-based compensation expenses included in:
Net revenues— — — 163 
Research and development5,227 68 15,758 1,698 
Selling, general and administrative10,547 133 36,378 12,904 
Total15,774 201 52,136 14,765 
Acquisition-related expenses5,442 — 5,442 — 
Reserves for write-down of inventory2,833 — 2,833 — 
Inventory write-off related to purchase accounting step-up539 — 539 — 
Other operational charges172 — 172 — 
Amortization of acquisition-related intangible assets2,241 86 2,413 274 
Payroll taxes on vesting of employee stock-based compensation154 — 154 — 
Non-GAAP loss from operations$(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 compensation15,774 201 52,136 14,765 
Acquisition-related expenses5,442 — 5,442 — 
Reserves for write-down of inventory2,833 — 2,833 — 
Inventory write-off related to purchase accounting step-up539 — 539 — 
Other operational charges172 — 172 — 
Amortization of acquisition-related intangible assets2,241 86 2,413 274 
Payroll taxes on vesting of employee stock-based compensation154 — 154 — 
Gain from change in fair value of warrants— — (51,763)— 
Loss (Gain) from change in fair value of earnout liabilities6,098 — (112,162)— 
Release of tax valuation allowance(9,915)— (9,915)— 
Other expense74 — 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)
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NAVITAS SEMICONDUCTOR CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(dollars in thousands)
(Unaudited)
September 30, 2022December 31, 2021
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $124,792 $268,252 
Accounts receivable, net10,859 8,263 
Inventories 17,044 11,978 
Prepaid expenses and other current assets 3,388 2,877 
Total current assets156,083 291,370 
PROPERTY AND EQUIPMENT, net 5,721 2,302 
OPERATING LEASE RIGHT OF USE ASSETS6,631 — 
INTANGIBLE ASSETS, net110,461 170 
GOODWILL160,296 — 
OTHER ASSETS3,976 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 liabilities1,208 — 
Current portion of long-term debt3,200 3,200 
Other liabilities — 29 
Total current liabilities 18,641 10,728 
LONG-TERM LIABILITIES:
LONG-TERM DEBT1,323 3,716 
OPERATING LEASE LIABILITIES NONCURRENT5,488 — 
WARRANT LIABILITY— 81,388 
EARNOUT LIABILITY22,611 134,173 
DEFERRED TAX LIABILITIES13,265 — 
OTHER LIABILITIES— 60 
Total liabilities61,328 230,065 
STOCKHOLDERS’ EQUITY:
Total stockholders’ equity of Navitas Semiconductor Corporation377,423 65,536 
Noncontrolling interest4,417 — 
Total equity381,840 65,536 
Total liabilities stockholders’ equity$443,168 $295,601 
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