i-20230223
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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 23, 2023

https://cdn.kscope.io/14b56e613555a0c5cb81554d66083c76-i-20230223_g1.jpg
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 February 23, 2023, Navitas Semiconductor Corporation issued a press release announcing its unaudited consolidated financial results for the quarterly period and full year ended December 31, 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: February 23, 2023
By:/s/ Gene Sheridan
Gene Sheridan
President and Chief Executive Officer




    
Document

Exhibit 99.1

Navitas Semiconductor Announces Fourth Quarter and Full Year 2022 Financial Results

60% Revenue Growth in 2022
Diversification of Technology, End Markets and Geography Positions Navitas for Scale
Displacing Legacy Silicon in Power Electronics; Enabling Electrification of New Growth Markets

TORRANCE, Calif., Feb. 23, 2023 -- Navitas Semiconductor Corporation (Nasdaq: NVTS), the industry leader in next-generation power semiconductors, today announced unaudited financial results for the fourth quarter and year ended December 31, 2022.

Net revenues for the fourth quarter of 2022 were $12.3 million, up 68% from the fourth quarter of 2021 and up 21% from the third quarter of 2022. Net revenues for full-year 2022 increased 60% over 2021 to $37.9 million.

GAAP and non-GAAP gross margin for the fourth quarter of 2022 was 40.6%, compared to 44.3% in the fourth quarter of 2021. GAAP gross margin for 2022 was 31.5%, down from 45% in the prior year. Non-GAAP gross margin for 2022 was 40.8%, down from 45.4% in the prior year.

GAAP loss from operations for the fourth quarter was $28.6 million, compared to a loss of $35.9 million in the fourth quarter of 2021. On a non-GAAP basis the loss from operations for the quarter was $11.9 million, compared to $6.9 million in the fourth quarter of 2021. GAAP loss from operations for 2022 was $121.0 million, compared to $68.5 million in the prior year. Non-GAAP loss from operations for 2022 was $40.7million compared to $24.4 million in the prior year.

GAAP loss per diluted share was $0.04 for the fourth quarter of 2022, compared to a GAAP loss of $1.23 per share in the fourth quarter of 2021. Non-GAAP loss per diluted share was $0.06 for the fourth quarter of 2022, compared to a non-GAAP loss of $0.07 per share in the fourth quarter of 2021. GAAP net income per diluted share for 2022 was $0.51, compared to a net loss of $3.90 in the prior year. Non-GAAP loss per diluted share for 2022 was $0.28, compared to a loss of $0.63 in the prior year.

“2022 was a pivotal year for Navitas as we expanded beyond the mobile market into additional high-growth markets on a global scale,” said Gene Sheridan, CEO and co-founder. “We completed three strategic transactions adding SiC, digital isolators and Si analog controllers to enable power management solutions across a broad range of next-generation, electrified applications. In 2023, we are well positioned for strong growth in all of our target markets including EV, solar/storage, appliance/industrial and mobile/consumer.”

2022 Customer/Product Highlights:

Electric Vehicle:
Our SiC technology has been adopted by over a dozen road-side charger customers and is being integrated in over 50% of the US roadside chargers, including Electrify America and EVgo
SiC is in development or production for on-board chargers with major customers that include: General Motors, BYD and Mercedes AMG
Opened a joint EV design center with Geely - a rising China-based EV player with almost 10% of worldwide EV sales in 2022
Solar/Storage: SiC customers include AP Systems, Power Electronics, Chint, Growatt, Sungrow and BYD with a total of over 20 major customers in production or development
Home Appliance / Industrial: Over 45 customer projects in production or development
Data center: Now 10 customer projects with all projects targeting production later this year or early 2024
Mobile: Nearly 100 new GaN fast and ultra-fast charger designs (Samsung,OPPO, Lenovo, Dell, Anker and more), including OnePlus 10T 160 W, the 210W GaNFast charger for Xiaomi’s Redmi Note 12 (100% charge in a lightning-fast 9 minute), and Realme GT3 with 240W ultra-fast GaNFast charger
Major macro-economic growth drivers:
Inflation Reduction Act includes clean energy investments of over $60B in home appliance energy efficiency improvements, renewables and EV infrastructure to accelerate these Navitas target markets
European Union’s ‘Titanium Plus’ standard took effect January 1st 2023, to drive data centers to higher efficiencies, increasing demand for GaN power ICs
Secular global trends driving the transition of the silicon power semiconductor industry to GaN and SiC for sustainability, energy savings and electrification

Business Outlook

First quarter 2023 net revenues are expected to be approximately flat on a sequential basis representing growth of approximately 85% over the first quarter of 2022. Gross margin for the first quarter is also expected to be relatively flat on a sequential basis and is expected to expand incrementally throughout the year. Operating expenses, excluding stock-based compensation and
amortization of intangible assets, are expected to be approximately $18 million in the first quarter of 2023. Expenses are projected to grow throughout the year but decline on a percentage of revenue basis as the business scales. Weighted-average basic share count is expected to be approximately 156 million shares at the end of the first quarter of 2023.

Earnings Webcast
Navitas will hold a public webcast today at 2:00 p.m. Pacific / 5:00 p.m. Eastern to discuss fourth quarter and full year results.
Toll Free Dial-in: (800) 715-9871 or (646) 307-1963, Conference ID: 1896349
Live Webcast: https://edge.media-server.com/mmc/p/czs3t6kd
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 loss from operations, and (iv) non-GAAP 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 theCOVID-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 ocr 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 EV, solar / energy storage, home appliance / industrial, data center, mobile and consumer. Over 185Navitas patents are issued or pending. Over 70 million GaN units have been shipped,now with the industry’s first and only 20-year warranty. Navitas was the world’s first semiconductor company to be CarbonNeutral®-certified.

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

Contact Information

Stephen Oliver, VP Corporate Marketing & Investor Relations
ir@navitassemi.com




NAVITAS SEMICONDUCTOR CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS (GAAP) - UNAUDITED
(dollars in thousands, except per-share amounts)
Three Months EndedYear Ended
December 31,December 31,
2022202120222021
NET REVENUES$12,349 $7,338 $37,943 $23,736 
COST OF REVENUES7,341 4,088 25,996 13,050 
GROSS PROFIT5,008 3,250 11,947 10,686 
OPERATING EXPENSES:
Research and development17,164 11,495 53,526 27,820 
Selling, general and administrative16,400 27,661 79,414 51,374 
Total operating expenses33,564 39,156 132,940 79,194 
LOSS FROM OPERATIONS(28,556)(35,906)(120,993)(68,508)
OTHER INCOME (EXPENSE), net:
Interest income (expense), net721 (58)1,387 (257)
Gain from change in fair value of warrants— (45,625)51,763 (45,625)
Gain (loss) from change in fair value of earnout liabilities9,547 (38,105)121,709 (38,105)
Other income (expense)69 (143)(1,146)(143)
Total other income (expense), net10,337 (83,931)173,713 (84,130)
INCOME (LOSS) BEFORE INCOME TAXES(18,219)(119,837)52,720 (152,638)
INCOME TAX (BENEFIT) PROVISION(11,376)10 (21,238)47 
NET INCOME (LOSS)(6,843)(119,847)73,958 (152,685)
LESS: Net income (loss) attributable to noncontrolling interest(788)— (1,026)— 
NET INCOME (LOSS) ATTRIBUTABLE TO CONTROLLING INTEREST$(6,055)$(119,847)$74,984 $(152,685)
NET INCOME (LOSS) PER SHARE:
Basic$(0.04)$(1.23)$0.56 $(3.90)
Diluted$(0.04)$(1.23)$0.51 $(3.90)
SHARES USED IN PER-SHARE CALCULATION:
Basic152,416 97,400 133,668 39,167 
Diluted152,416 97,400 145,743 39,167 
SUPPLEMENTAL INFORMATION:
Three Months EndedYear Ended
December 31,December 31,
2022202120222021
Stock-based compensation expenses included in:
Net revenues$— $— $— $163 
Research and development3,729 4,926 19,487 6,624 
Selling, general and administrative7,465 21,713 43,843 34,617 
   Total stock-based compensation expense$11,194 $26,639 $63,330 $41,404 
Amortization of acquisition-related intangible assets included in:
Research and development$3,634 $87 $5,623 $361 
Selling, general and administrative887 — 1,311 — 
   Total Amortization of acquisition-related intangible assets$4,521 $87 $6,934 $361 
Acquisition-related expenses included in:
Research and development$— $500 $— $500 
Selling, general and administrative$465 $1,795 $5,907 $1,795 
   Total other acquisition-related expenses$465 $2,295 $5,907 $2,295 
Payroll taxes on vesting of employee stock-based compensation included in:
Selling, general and administrative$438 $— $592 $— 




NAVITAS SEMICONDUCTOR CORPORATION
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES TO GAAP RESULTS
(dollars in thousands, except per-share amounts)
Three Months EndedYear Ended
December 31,December 31,
2022202120222021
RECONCILIATION OF GROSS PROFIT MARGIN
GAAP gross profit$5,008 $3,250 $11,947 $10,686 
GAAP gross profit margin40.6 %44.3 %31.5 %45.0 %
Stock-based compensation expense included in net revenues$— $— $— $163 
Reserves for write-down of inventory— — 2,833 — 
Inventory write-off related to purchase accounting step-up— — 539 — 
Other operational charges— — 172 — 
Non-GAAP gross profit$5,008 $3,250 $15,491 $10,849 
Non-GAAP gross profit margin40.6 %44.3 %40.8 %45.4 %
RECONCILIATION OF OPERATING EXPENSES
GAAP Operating expenses$33,564 $39,156 $132,940 $79,194 
Less: Stock-based compensation expenses included in:
Research and development3,729 4,926 19,487 6,624 
Selling, general and administrative7,465 21,713 43,843 34,617 
Total11,194 26,639 63,330 41,241 
Acquisition-related expenses465 2,295 5,907 2,295 
Amortization of acquisition-related intangible assets4,521 87 6,934 361 
Payroll taxes on vesting of employee stock-based compensation438 — 592 — 
Non-GAAP operating expenses$16,946 $10,135 $56,177 $35,297 
RECONCILIATION OF LOSS FROM OPERATIONS
GAAP loss from operations$(28,556)$(35,906)$(120,993)$(68,508)
GAAP operating margin-231.2 %-489.3 %-318.9 %-288.6 %
Add: Stock-based compensation expenses included in:
Net revenues— — — 163 
Research and development3,729 4,926 19,487 6,624 
Selling, general and administrative7,465 21,713 43,843 34,617 
Total11,194 26,639 63,330 41,404 
Acquisition-related expenses465 2,295 5,907 2,295 
Reserves for write-down of inventory— — 2,833 — 
Inventory write-off related to purchase accounting step-up— — 539 — 
Other operational charges— — 172 — 
Amortization of acquisition-related intangible assets4,521 87 6,934 361 
Payroll taxes on vesting of employee stock-based compensation438 — 592 — 
Non-GAAP loss from operations$(11,938)$(6,885)$(40,686)$(24,448)
Non-GAAP operating margin-96.7 %-93.8 %-107.2 %-103.0 %
RECONCILIATION OF NET LOSS PER SHARE
GAAP net income (loss) attributable to controlling interest$(6,055)$(119,847)$74,984 $(152,685)
Adjustments to GAAP net loss
Total stock-based compensation11,194 26,639 63,330 41,404 
Acquisition-related expenses465 2,295 5,907 2,295 
Reserves for write-down of inventory— — 2,833 — 
Inventory write-off related to purchase accounting step-up— — 539 — 
Other operational charges— — 172 — 
Amortization of acquisition-related intangible assets4,521 87 6,934 361 
Payroll taxes on vesting of employee stock-based compensation438 — 592 — 
Gain from change in fair value of warrants— 45,625 (51,763)45,625 
Loss (Gain) from change in fair value of earnout liabilities(9,547)38,105 (121,709)38,105 
Release of valuation allowance in connection with acquisition(10,599)— (20,514)— 
Other expense(69)143 1,146 143 
Non-GAAP net loss$(9,652)$(6,953)$(37,549)$(24,752)
Average shares outstanding for calculation of non-GAAP net loss per share (basic and diluted)152,416 97,400 133,668 39,167 
Non-GAAP net loss per share (basic and diluted)$(0.06)$(0.07)$(0.28)$(0.63)



NAVITAS SEMICONDUCTOR CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(dollars in thousands)
(Unaudited)
December 31, 2022December 31, 2021
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $110,337 $268,252 
Accounts receivable, net9,262 8,263 
Inventories 19,061 11,978 
Prepaid expenses and other current assets 3,623 2,877 
Total current assets142,283 291,370 
PROPERTY AND EQUIPMENT, net 6,532 2,302 
OPERATING LEASE RIGHT OF USE ASSETS6,381 — 
INTANGIBLE ASSETS, net105,620 170 
GOODWILL163,025 — 
NOTES RECEIVABLE— 206 
OTHER ASSETS3,055 1,553 
Total assets$426,896 $295,601 
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable and other accrued expenses$14,087 $4,860 
Accrued compensation expenses 3,302 2,639 
Current portion of operating lease liabilities1,305 — 
Current portion of long-term debt— 3,200 
Other liabilities — 29 
Total current liabilities 18,694 10,728 
LONG-TERM LIABILITIES:
LONG-TERM DEBT— 3,716 
OPERATING LEASE LIABILITIES NONCURRENT5,263 — 
WARRANT LIABILITY— 81,388 
EARNOUT LIABILITY13,064 134,173 
DEFERRED TAX LIABILITIES3,397 — 
OTHER LIABILITIES— 60 
Total liabilities40,418 230,065 
STOCKHOLDERS’ EQUITY:
Total stockholders’ equity of Navitas Semiconductor Corporation382,850 65,536 
Noncontrolling interest3,628 — 
Total equity386,478 65,536 
Total liabilities stockholders’ equity$426,896 $295,601