Core Viewpoint - Gauzy Ltd. is conducting its Q1 2025 earnings conference call, indicating a focus on financial performance and future projections [1]. Group 1: Company Overview - The conference call is hosted by Gauzy's CEO Eyal Peso and CFO Meir Peleg, highlighting the leadership's involvement in discussing the company's performance [3]. - The call is recorded and allocated one hour for prepared remarks and Q&A, suggesting a structured approach to investor communication [1]. Group 2: Financial Statements and Projections - Management will be making forward-looking statements based on current expectations and beliefs, which are inherently uncertain [3]. - Actual results may differ materially from forward-looking statements due to various risks and uncertainties discussed in the earnings news release [4].

Financial Data and Key Metrics Changes - The company generated revenues of $22.4 million in Q1 2025, down from $24.7 million in the prior year period, reflecting a decline due to market uncertainties [13] - Gross margin increased to 25.6% compared to 25.1% in the prior year, indicating improved operational efficiencies [14] - Total operating expenses decreased by 9% to $14.4 million from $15.8 million in the prior year [14] - Adjusted EBITDA was negative $5.5 million, compared to negative $4.8 million in the prior year [15] Business Line Data and Key Metrics Changes - SafetyTech revenue was $10.8 million, up 1.5% from $10.7 million in the prior year, with gross margin improving to 19.7% from 12.8% [15][16] - Aero revenue was $7.6 million, down 24.6% from $10.1 million in the prior year, with gross margin declining to 33.9% from 44.1% [17] - Architecture revenue was $2.4 million, down 8.2% from $2.6 million in the prior year, with gross margin expanding to 32.1% from 48.9% [18] - Automotive revenue increased to $1.5 million from $1.3 million in the prior year, with significant gross margin improvement [19] Market Data and Key Metrics Changes - The backlog of purchase orders expanded from below $31 million at the end of 2024 to almost $36 million by March 2025, indicating strong demand [12] - The airline shading market opportunity with Air France KLM is valued at $600 million annually, with a projected growth rate of 6.4% through 2028 [9] - The automotive smart glass market is projected to reach $25 billion by 2028, driven by collaborations with major OEMs [11] Company Strategy and Development Direction - The company aims to continue investing in innovation and expand its leadership in light and vision control technologies [24] - The focus is on scaling efficiently while balancing growth with margin expansion and progress toward profitability [24] - The company has signed a new $10 million debt facility to enhance liquidity and support full-year goals [20] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in meeting the 2025 guidance, citing strong demand across all segments and a robust backlog [21][23] - The impact of tariffs on the business has been minimal, with customer purchase orders remaining strong [23] - The company anticipates a stronger second half of 2025 compared to the first half, driven by backlog conversion [21] Other Important Information - The company expects to achieve positive adjusted EBITDA for the full year 2025, supported by operational improvements and strong recurring revenue [21] - Total liquidity at the end of the quarter was $36.2 million, including $1.2 million in cash and $35 million in available credit [19] Q&A Session Summary Question: What is the outlook for the second quarter and backlog conversion? - Management expects a strong second quarter, with confidence in converting the backlog into revenue [30][33] Question: Can you explain the free cash flow dynamics? - The improvement in cash flow is attributed to better working capital management and payment terms with suppliers [34][35] Question: What is the status of the additional $10 million financing? - The financing is signed and expected to close soon, with no risks anticipated [36] Question: How does macro uncertainty affect the business? - Management stated that the macro uncertainty had minimal impact on actual business operations, with strong order volumes continuing [40][42] Question: Which segments are driving the spike in purchase orders? - The majority of the backlog is from Aero and SafetyTech segments, with significant growth expected [45] Question: What are the expectations for operating expenses for the rest of the year? - Operating expenses are expected to remain stable, with a slight increase mainly in sales and marketing [57][59]

Financial Data and Key Metrics Changes - The company generated revenues of $22.4 million in Q1 2025, down from $24.7 million in the prior year period, reflecting growth in automotive and safety tech but offset by declines in aero and architecture [12][13] - Gross margin increased to 25.6% from 25.1% in the prior year, indicating improved operational efficiencies [13] - Total operating expenses decreased by 9% to $14.4 million compared to $15.8 million in the prior year [13] - Adjusted EBITDA was negative $5.5 million, compared to negative $4.8 million in the prior year [14] Business Line Data and Key Metrics Changes - SafetyTech revenue was $10.8 million, up 1.5% from $10.7 million, with gross margin improving to 19.7% from 12.8% [14][15] - Aero revenue was $7.6 million, down 24.6% from $10.1 million, with gross margin declining to 33.9% from 44.1% due to shipment timing shifts [15][16] - Architecture revenue was $2.4 million, down 8.2% from $2.6 million, with gross margin expanding to 32.1% from 48.9% [16] - Automotive revenue increased to $1.5 million from $1.3 million, with significant gross margin improvements [16] Market Data and Key Metrics Changes - The backlog of purchase orders increased from below $31 million at year-end 2024 to almost $36 million by March 2025, indicating strong demand [11] - The airline shading market opportunity with Air France KLM is valued at $600 million annually, with a projected growth rate of 6.4% through 2028 [8] - The automotive smart glass market is projected to reach $25 billion by 2028, driven by collaborations with major OEMs [10] Company Strategy and Development Direction - The company aims to continue investing in innovation and expand its leadership in light and vision control technologies [22] - The focus is on scaling efficiently while balancing growth with margin expansion and progress toward profitability [22] - The company has signed a $10 million debt facility to enhance liquidity and support full-year goals [18] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in meeting the 2025 guidance despite market uncertainties, emphasizing that direct impacts from tariffs have been minimal [21][42] - The company reiterated its full-year revenue guidance of $130 million to $140 million, representing over 30% growth at the midpoint compared to 2024 [19] - Management highlighted a strong backlog and increasing customer orders, indicating a positive outlook for the remainder of the year [21][42] Other Important Information - The company achieved a significant milestone by signing the first $10 million of a planned $20 million debt financing under favorable terms [6][18] - The company is focused on improving cash flow management and working capital efficiency to support growth [33][64] Q&A Session Summary Question: What is the outlook for the second quarter and converting backlog into revenue? - Management expects a strong second quarter, with confidence in delivering on guidance due to a solid backlog and no cancellations [28][31] Question: Can you explain the free cash flow performance? - The improvement in free cash flow was attributed to better working capital management and payment terms with suppliers [32][33] Question: What is the status of the additional $10 million financing? - The financing is signed and expected to close soon, with no risks identified [35][36] Question: How does macro uncertainty affect business operations? - Management stated that macro uncertainties had minimal impact on actual business operations, with strong demand continuing [39][42] Question: Which segments are driving the spike in purchase orders? - The majority of the backlog is from aero and safety tech segments, with significant growth expected [44][45] Question: What are the expectations for operating expenses for the rest of the year? - Operating expenses are expected to remain stable, with a slight increase in sales and marketing to support growth [58][60] Question: How will working capital be managed as revenue grows? - The company is focused on improving payment terms with suppliers to manage working capital effectively [62][64]

[Condensed Consolidated Financial Statements](index=3&type=section&id=CONDENSED%20CONSOLIDATED%20FINANCIAL%20STATEMENTS) [Condensed Consolidated Balance Sheets](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Gauzy Ltd. reported decreased total assets and shareholders' equity, and increased total liabilities as of March 31, 2025 Condensed Consolidated Balance Sheet Summary | Metric | March 31, 2025 (in thousands) | December 31, 2024 (in thousands) | Change (vs. Dec 31, 2024) | | :-------------------------------- | :----------------------------- | :----------------------------- | :-------------------------- | | **Assets** | | | | | Total Current Assets | $50,202 | $54,608 | $(4,406) | | Total Non-Current Assets | $84,357 | $83,637 | $720 | | **Total Assets** | **$134,559** | **$138,245** | **$(3,686)** | | **Liabilities** | | | | | Total Current Liabilities | $61,888 | $56,728 | $5,160 | | Total Long-Term Liabilities | $33,767 | $33,187 | $580 | | **Total Liabilities** | **$95,655** | **$89,915** | **$5,740** | | **Shareholders' Equity** | | | | | Total Shareholders' Equity | $38,904 | $48,330 | $(9,426) | | **Total Liabilities and Shareholders' Equity** | **$134,559** | **$138,245** | **$(3,686)** | - Cash and cash equivalents decreased significantly from **$5,615 thousand** at December 31, 2024, to **$1,176 thousand** at March 31, 2025[5](index=5&type=chunk) - Trade receivables, net, decreased from **$24,358 thousand** to **$22,089 thousand**[5](index=5&type=chunk) - Inventories increased from **$15,876 thousand** to **$17,409 thousand**[5](index=5&type=chunk) - Trade payables increased from **$18,130 thousand** to **$24,584 thousand**[8](index=8&type=chunk) [Condensed Consolidated Statements of Operations and Comprehensive Loss](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Loss) Revenues and gross profit decreased, but operating and net losses improved year-over-year for Q1 2025 Condensed Consolidated Statements of Operations and Comprehensive Loss Summary | Metric | Three months ended March 31, 2025 (in thousands) | Three months ended March 31, 2024 (in thousands) | YoY Change (in thousands) | YoY Change (%) | | :------------------------------------------------- | :--------------------------------------------- | :--------------------------------------------- | :------------------------ | :------------- | | Revenues | $22,367 | $24,729 | $(2,362) | -9.55% | | Total Cost of Revenues | $16,635 | $18,514 | $(1,879) | -10.15% | | Gross Profit | $5,732 | $6,215 | $(483) | -7.77% | | Total Operating Expenses | $14,425 | $15,846 | $(1,421) | -8.97% | | Operating Loss | $(8,693) | $(9,631) | $938 | -9.74% | | Financial Expenses, net | $(2,030) | $(3,554) | $1,524 | -42.88% | | Loss Before Income Tax | $(10,723) | $(13,185) | $2,462 | -18.67% | | Loss for the Period | $(10,778) | $(13,247) | $2,469 | -18.64% | | Net Comprehensive Loss | $(10,324) | $(19,220) | $8,896 | -46.28% | | Loss Per Share Basic and Diluted | $(0.58) | $(2.51) | $1.93 | -76.89% | - Weighted average number of shares outstanding used in computation of basic and diluted loss per share increased significantly from **5,276,210** in Q1 2024 to **18,725,664** in Q1 2025, partly due to a share split and IPO[15](index=15&type=chunk) [Condensed Consolidated Statements of Shareholders' Equity](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Shareholders'%20Equity) Total shareholders' equity decreased due to net loss, partially offset by share-based compensation and other comprehensive income Condensed Consolidated Statements of Shareholders' Equity Summary | Metric | January 1, 2025 (in thousands) | March 31, 2025 (in thousands) | Change (in thousands) | | :-------------------------- | :----------------------------- | :---------------------------- | :-------------------- | | Ordinary shares (Amount) | $865 | $865 | $0 | | Additional paid-in capital | $275,390 | $276,288 | $898 | | Other comprehensive loss | $(2,913) | $(2,459) | $454 | | Accumulated deficit | $(225,012) | $(235,790) | $(10,778) | | **Total Shareholders' Equity** | **$48,330** | **$38,904** | **$(9,426)** | - The net loss of **$10,778 thousand** was the primary driver of the decrease in total shareholders' equity[19](index=19&type=chunk) - Share-based compensation contributed **$898 thousand** to additional paid-in capital[19](index=19&type=chunk) [Condensed Consolidated Statements of Changes in Redeemable Convertible Preferred Shares and Capital Deficiency](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Redeemable%20Convertible%20Preferred%20Shares%20and%20Capital%20Deficiency) Total capital deficiency increased due to net loss and other comprehensive loss, partially offset by share-based compensation Condensed Consolidated Statements of Changes in Capital Deficiency Summary | Metric | January 1, 2024 (in thousands) | March 31, 2024 (in thousands) | Change (in thousands) | | :-------------------------------- | :----------------------------- | :---------------------------- | :-------------------- | | Ordinary shares (Amount) | $320 | $320 | $0 | | Additional paid-in capital | $35,134 | $37,294 | $2,160 | | Accumulated other comprehensive Income (loss) | $(515) | $(6,488) | $(5,973) | | Accumulated deficit | $(171,830) | $(185,077) | $(13,247) | | **Total Capital Deficiency** | **$(136,891)** | **$(153,951)** | **$(17,060)** | - Net loss for the period was **$13,247 thousand**, contributing to the increased accumulated deficit[23](index=23&type=chunk) - Other comprehensive loss amounted to **$(5,973) thousand**[23](index=23&type=chunk) - Share-based compensation added **$2,160 thousand** to additional paid-in capital[23](index=23&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Cash used in operating activities significantly reduced, while financing activities shifted from providing to using cash Condensed Consolidated Statements of Cash Flows Summary | Cash Flow Activity | Three months ended March 31, 2025 (in thousands) | Three months ended March 31, 2024 (in thousands) | YoY Change (in thousands) | | :--------------------------------------- | :--------------------------------------------- | :--------------------------------------------- | :------------------------ | | Net cash used in operating activities | $(563) | $(6,938) | $6,375 | | Net cash used in investing activities | $(1,719) | $(1,420) | $(299) | | Net cash (used in) provided by financing activities | $(2,237) | $6,247 | $(8,484) | | Decrease in cash, cash equivalents and restricted cash | $(4,519) | $(2,111) | $(2,408) | | Balance of cash, cash equivalents and restricted cash at end of the period | $1,293 | $2,547 | $(1,254) | - The reduction in cash used in operating activities was primarily driven by positive changes in trade receivables and trade payables, and lower net loss[27](index=27&type=chunk) - Financing activities in 2025 included payments in respect of bank borrowings and short-term loans, contrasting with proceeds from convertible loans and long-term debt in 2024[27](index=27&type=chunk) [Notes to Condensed Consolidated Financial Statements](index=11&type=section&id=NOTES%20TO%20CONDENSED%20CONSOLIDATED%20FINANCIAL%20STATEMENTS) [Note 1 – Nature of Operations](index=11&type=section&id=NOTE%201%20%E2%80%93%20NATURE%20OF%20OPERATIONS) Gauzy Ltd. develops complex material technologies, went public in June 2024, and expects sufficient resources despite losses - Gauzy Ltd. was incorporated in Israel in 2009 and is engaged in the development, manufacturing, and supply of technologies for operating and control of complex materials[32](index=32&type=chunk) - The Company's ordinary shares began trading on the NASDAQ Global Market under the symbol 'GAUZ' on June 6, 2024, following an IPO that generated net proceeds of **$68.25 million**[32](index=32&type=chunk)[34](index=34&type=chunk) Key Financial Indicators (March 31, 2025) | Metric | March 31, 2025 (in thousands) | | :-------------------------- | :----------------------------- | | Accumulated Deficit | $(235,790) | | Operating Losses (3 months) | $(8,693) | | Negative Cash Flows from Operating Activities (3 months) | $(563) | - Management assesses that existing cash, cash equivalents, and Note Purchase Agreements (NPAs), along with estimated revenues, provide sufficient resources to fund operations for at least the next 12 months[34](index=34&type=chunk) - The ongoing conflict in the Gaza Strip, Lebanon, and security escalation in Israel have not materially affected operations or financial results to date, and minimal impact is expected in the short term[34](index=34&type=chunk) - New US tariffs (**17%** for Israel, **20%** for France) are expected to have minimal to no impact on the Company's U.S. customers, as they are served from U.S. production facilities[34](index=34&type=chunk) [Note 2 – Significant Accounting Policies](index=12&type=section&id=NOTE%202%20-%20SIGNIFICANT%20ACCOUNTING%20POLICIES) Unaudited financial statements follow U.S. GAAP, with key policies on estimates, revenue, credit risk, and a May 2024 share split - The unaudited condensed financial statements are prepared in accordance with U.S. GAAP and SEC requirements for interim financial reporting, omitting some disclosures required for complete financial statements[36](index=36&type=chunk) - Management makes estimates and assumptions affecting reported amounts; actual results may differ[40](index=40&type=chunk) - As of March 31, 2025, the Company has no material contract assets or liabilities and does not disclose unearned revenue for contracts of one year or less[41](index=41&type=chunk) - The Company's largest customer represented **14.9%** of accounts receivable, net, as of March 31, 2025 (**13.5%** as of December 31, 2024)[43](index=43&type=chunk) - A four point four-for-one (**4.390914:1**) forward share split of Preferred and Ordinary shares was approved on May 28, 2024, and retrospectively adjusted in financial statements[45](index=45&type=chunk) - The Company adopted ASU 2022-03 on January 1, 2025, with no material impact, and is evaluating ASU 2023-09 (Improvements to Income Tax Disclosures) and ASU 2024-03 (Expense Disaggregation Disclosures) for future impact[46](index=46&type=chunk)[47](index=47&type=chunk) [Note 3 – Other Significant Transactions and Agreements](index=14&type=section&id=NOTE%203%20-%20OTHER%20SIGNIFICANT%20TRANSACTIONS%20AND%20AGREEMENTS%20DURING%20THE%20THREE%20MONTHS%20ENDED%20MARCH%2031%2C%202025) Gauzy Ltd. paid for phantom warrants, amended existing warrants, and a German subsidiary received an R&D grant - In January 2025, the Company paid **$187 thousand** for phantom warrants[51](index=51&type=chunk) - In March 2025, warrants issued in connection with a January 2024 note purchase agreement were amended, allowing for the exercise of up to an additional **44,164** ordinary shares at **$15.61** per share until November 8, 2028[51](index=51&type=chunk) - Gauzy GmbH received approval for a research and development grant of **$955 thousand** related to its Suspended Particle Device activity, recorded as a reduction of R&D expenses[49](index=49&type=chunk) [Note 4 – Operating Segments and Geographical Information](index=14&type=section&id=NOTE%204%20-%20OPERATING%20SEGMENTS%20AND%20GEOGRAPHICAL%20INFORMATION) Gauzy Ltd. operates in four segments; Q1 2025 revenues decreased, with Aeronautics declining most and Safety tech as the largest contributor - The Company operates in four segments: Architecture (commercial, retail, residential, healthcare, hospitality), Automotive (glass rooftops, side windows, windshields), Safety tech (advanced driver assistance systems for vehicles), and Aeronautics (shading and cabin management systems for aircraft)[52](index=52&type=chunk) Revenues and Gross Profit by Operating Segment | Segment | Q1 2025 Revenues (in thousands) | Q1 2024 Revenues (in thousands) | YoY Change (in thousands) | YoY Change (%) | | :---------- | :---------------------------- | :---------------------------- | :------------------------ | :------------- | | Aeronautics | $7,645 | $10,136 | $(2,491) | -24.58% | | Architecture | $2,414 | $2,630 | $(216) | -8.21% | | Automotive | $1,491 | $1,306 | $185 | 14.17% | | Safety tech | $10,817 | $10,657 | $160 | 1.50% | | **Total Revenues** | **$22,367** | **$24,729** | **$(2,362)** | **-9.55%** | | Segment | Q1 2025 Gross Profit (in thousands) | Q1 2024 Gross Profit (in thousands) | YoY Change (in thousands) | | :---------- | :---------------------------- | :---------------------------- | :------------------------ | | Aeronautics | $2,588 | $4,473 | $(1,885) | | Architecture | $776 | $760 | $16 | | Automotive | $240 | $(385) | $625 | | Safety tech | $2,128 | $1,367 | $761 | | **Total Gross Profit** | **$5,732** | **$6,215** | **$(483)** | Revenues by Geographical Region | Region | Q1 2025 Revenues (in thousands) | Q1 2024 Revenues (in thousands) | YoY Change (in thousands) | YoY Change (%) | | :------------- | :---------------------------- | :---------------------------- | :------------------------ | :------------- | | Israel | $484 | $261 | $223 | 85.44% | | United States | $5,295 | $7,268 | $(1,973) | -27.15% | | France | $5,385 | $5,095 | $290 | 5.69% | | Rest of Europe | $7,846 | $7,925 | $(79) | -1.00% | | Asia | $2,424 | $2,968 | $(544) | -18.33% | | Rest of world | $933 | $1,212 | $(279) | -23.02% | | **Total** | **$22,367** | **$24,729** | **$(2,362)** | **-9.55%** | [Note 5 – Inventories](index=16&type=section&id=NOTE%205%20-%20INVENTORIES) Total inventories increased due to raw materials, with no write-downs recorded for Q1 2025 Inventories Breakdown | Inventory Component | March 31, 2025 (in thousands) | December 31, 2024 (in thousands) | Change (in thousands) | | :-------------------- | :----------------------------- | :----------------------------- | :-------------------- | | Finished products | $1,122 | $1,345 | $(223) | | Raw and packaging materials | $15,155 | $13,563 | $1,592 | | Products in process | $1,132 | $968 | $164 | | **Total Inventories** | **$17,409** | **$15,876** | **$1,533** | - No inventory write-downs were recorded for the three months ended March 31, 2025, compared to **$104 thousand** in the same period of 2024[57](index=57&type=chunk) [Note 6 – Fair Value Measurements](index=16&type=section&id=NOTE%206%20-%20FAIR%20VALUE%20MEASUREMENTS) Gauzy Ltd. measures financial instruments at fair value, with warrants and NPAs classified as Level 3 liabilities, using a Black-Scholes model post-IPO Fair Value of Financial Instruments | Financial Instrument | Classification | March 31, 2025 (in thousands) | December 31, 2024 (in thousands) | | :------------------------- | :------------- | :----------------------------- | :----------------------------- | | RFI Shares | Level 1 | $2,078 | $3,144 | | Warrants and phantom warrants | Level 3 | $9 | $206 | | NPAs | Level 3 | $17,929 | $17,777 | Changes in Level 3 Liabilities | Level 3 Liabilities | January 1, 2025 (in thousands) | Payment (in thousands) | Change in fair value (in thousands) | March 31, 2025 (in thousands) | | :-------------------- | :----------------------------- | :--------------------- | :-------------------------- | :---------------------------- | | Warrants* | $206 | $(188) | $(9) | $9 | | NPAs | $17,777 | $0 | $152 | $17,929 | - Pre-IPO, Level 3 liabilities were estimated using a hybrid model reflecting IPO and liquidation scenarios, based on management's business valuation and an option pricing model (OPM)[61](index=61&type=chunk) - Post-IPO, liability-classified warrants are valued using a Black-Scholes Option Pricing model with Level 3 inputs, including expected share-price volatility, expected life, risk-free interest rate, and dividend yield[64](index=64&type=chunk) Black-Scholes Option Pricing Model Inputs (March 31, 2025) | Black-Scholes Input (March 31, 2025) | Value | | :---------------------------------- | :---------------- | | Exercise price | $14.35-$31.08 | | Share price | $8.00 | | Volatility | 43.49% | | Term (years) | 3.42-4.58 | | Risk-free interest rate | 3.86%-3.91% | | Dividend yield | - | [Note 7 – Shareholders' Equity](index=19&type=section&id=NOTE%207%20-%20SHAREHOLDERS'%20EQUITY) Authorized ordinary shares remained constant, with a slight increase in issued shares and consistent carrying value Shareholders' Equity Details | Metric | March 31, 2025 | December 31, 2024 | | :-------------------- | :------------- | :---------------- | | Authorized Shares | 49,200,191 | 49,200,191 | | Issued and Paid Shares | 18,733,937 | 18,720,287 | | Carrying Value (in thousands) | $865 | $865 | [Note 8 – Convertible Loan Agreements](index=20&type=section&id=NOTE%208%20-%20CONVERTIBLE%20LOAN%20AGREEMENTS) Gauzy Ltd. has a **$60.0 million** credit facility, with **$38.6 million** repaid post-IPO and **$35.0 million** remaining available - The Group entered a November 2023 NPA for a **$60.0 million** credit facility, with **$25.0 million** withdrawn as of the date of the consolidated financial statements[73](index=73&type=chunk) - Following the IPO, **$38.6 million**, including minimum return and interest, was repaid to the Purchaser in July 2024[73](index=73&type=chunk) - As of March 31, 2025, **$35.0 million** balance is still available for withdrawal, with a **5.0%** per annum commitment fee on the unutilized amount[74](index=74&type=chunk) [Note 9 – Nonconvertible Loans](index=20&type=section&id=NOTE%209%20-%20NONCONVERTIBLE%20LOANS) Gauzy Ltd. adheres to 2024 NPA covenants, including a **$1.5 million** minimum cash balance, with significant debt principal due in 2028 - The 2024 NPA includes covenants such as limitations on additional financial indebtedness, liens, investments, and material activities, and requires maintaining a cash balance of at least **$1.5 million**[75](index=75&type=chunk) - As of March 31, 2025, the Company meets all conditions of the 2024 NPA[76](index=76&type=chunk) Required Annual Principal Payments for Nonconvertible Loans | Year | Required Annual Principal Payments (in thousands) | | :--- | :---------------------------------------------- | | 2025 | $3,616 | | 2026 | $2,769 | | 2027 | $1,328 | | 2028 | $27,090 | | 2029 and thereafter | $10 | | **Total** | **$34,813** | [Note 10 – Net Loss Per Share Attributable to Ordinary Shareholders](index=21&type=section&id=NOTE%2010%20-%20NET%20LOSS%20PER%20SHARE%20ATTRIBUTABLE%20TO%20ORDINARY%20SHAREHOLDERS) Net loss per share improved to **$(0.58)** despite higher net loss, driven by increased weighted-average shares outstanding Net Loss Per Share Attributable to Ordinary Shareholders | Metric | Three months ended March 31, 2025 | Three months ended March 31, 2024 | | :------------------------------------------------------------------------------------------------ | :-------------------------------- | :-------------------------------- | | Net loss attributable to ordinary shareholders, basic and diluted (in thousands) | $(10,859) | $(13,247) | | Weighted-average shares used in computing net loss per share attributable to ordinary shareholders | 18,725,664 | 5,276,210 | | **Net loss per share attributable to ordinary shareholders, basic and diluted** | **$(0.58)** | **$(2.51)** | - Instruments not included in diluted EPS computation due to their anti-dilutive effect include redeemable convertible preferred shares, convertible loan agreements, warrants to purchase ordinary shares, and share-based compensation[80](index=80&type=chunk) [Note 11 – Transactions and Balances with Related Parties](index=21&type=section&id=NOTE%2011%20-%20TRANSACTIONS%20AND%20BALANCES%20WITH%20RELATED%20PARTIES) Share-based compensation to non-executive directors increased, and related party balances shifted to long-term liabilities Related Party Transactions | Transaction | Three months ended March 31, 2025 (in thousands) | Three months ended March 31, 2024 (in thousands) | | :-------------------------------------- | :--------------------------------------------- | :--------------------------------------------- | | Share-based compensation to non-executive directors | $162 | $14 | Related Party Balances | Balance Type | March 31, 2025 (in thousands) | December 31, 2024 (in thousands) | | :-------------------------- | :----------------------------- | :----------------------------- | | Short-term liabilities | $0 | $890 | | Long-term liabilities | $1,327 | $0 | [Note 12 – Subsequent Events](index=22&type=section&id=NOTE%2012%20-%20SUBSEQUENT%20EVENTS) Gauzy Ltd. secured a new **$10.0 million** loan with an Israeli bank, issued warrants, and amended the 2024 NPA maturity date - On April 24, 2025, the Company entered a **$10.0 million** loan agreement with an Israeli bank, consisting of a **$5.0 million** short-term credit facility and a **$5.0 million** long-term loan[82](index=82&type=chunk) - The short-term facility bears interest at Term SOFR (monthly) plus **5%** and is repayable within one to three months; the long-term loan bears interest at Term SOFR (quarterly) plus **7%** and is repayable in eight quarterly installments starting one year after drawdown[82](index=82&type=chunk)[83](index=83&type=chunk) - In connection with the loan, the Company issued warrants to the Bank to purchase up to **85,034** ordinary shares at an exercise price of **$8.82** per share, exercisable until April 29, 2029[84](index=84&type=chunk) - The loan is secured by a first-ranking floating charge on all company assets and fixed charges on goodwill, fixed assets, intellectual property, receivables from subsidiaries, and equity interests[86](index=86&type=chunk) - As of the date of the condensed consolidated financial statements, **$5.0 million** of the short-term facility and **$1.0 million** of the long-term loan have been drawn down[87](index=87&type=chunk) - On May 4, 2025, the maturity date of the 2024 NPA was amended to May 1, 2028[87](index=87&type=chunk)

Financial Performance & Growth - Gauzy's Q1 2025 revenues reached $22.4 million, demonstrating strong momentum into Q2[11] - The company expanded its gross margin by 50 bps to 25.6%, driven by scale benefits and operational efficiencies[11] - Gauzy reaffirms its full year 2025 revenue guidance of approximately $135 million at the midpoint, expecting revenue growth of 26-35% year-over-year[11, 22, 46] - Aeronautics segment sales decreased 24.6% to $7.6 million in Q1 2025 due to timing shifts in deliveries[33, 35] - Automotive segment sales increased 14.2% to $1.5 million in Q1 2025, driven by additional serial production programs[39, 40] - Safety-Tech segment sales increased 1.5% to $10.8 million in Q1 2025, reflecting strong demand for ADAS and CMS product lines[41, 42] Backlog & Pipeline - The company has a contracted backlog of $409 million expected to be realized over 10 years[19] - Purchase orders in Q1 2025 totaled $36 million, expected to contribute revenue from the backlog over the next six months[20] - The company has a revenue pipeline of over $1 billion expected to be realized over 10 years[19] Financial Stability - Gauzy signed the first $10 million of a planned $20 million debt financing at improved interest rates and terms[11] - The company's last twelve months(LTM) Q1 2025 revenue reached $101.2 million[14]

Core Insights - Gauzy Ltd. reported strong demand and backlog growth, with a purchase order backlog increase of $5 million since the start of 2025, reaching a total of $35.7 million at quarter end [3][5][19] - The company reaffirmed its 2025 guidance, expecting revenue growth of over 30% compared to 2024, with full-year revenue projected between $130 million and $140 million [19] - The company signed a $10 million debt financing agreement with Mizrahi Bank, enhancing its financial position and reducing financing costs by approximately 30% compared to previous terms [7][13] Financial Performance - Revenues for Q1 2025 were $22.4 million, down from $24.7 million in Q1 2024, primarily due to declines in the Aeronautics and Architecture divisions [5][8] - Gross margin improved to 25.6% from 25.1% year-over-year, despite a decrease in gross profit to $5.7 million from $6.2 million [5][9] - The net loss for Q1 2025 was $10.8 million, an improvement from a net loss of $13.2 million in the prior year [10][11] Segment Performance - Safety-Tech division revenue increased by 1.5% to $10.8 million, with gross profit rising 55.7% to $2.1 million, resulting in a gross margin of 19.7% [12] - Aeronautics division revenue decreased by 24.6% to $7.6 million, with gross profit down 42.1% to $2.6 million, leading to a gross margin of 33.9% [14] - Automotive division revenue grew by 14.2% to $1.5 million, with gross profit turning positive at $0.2 million compared to a gross loss in the prior year [16] Balance Sheet and Liquidity - As of March 31, 2025, total liquidity was $36.2 million, including $1.2 million in cash and a $35 million undrawn credit facility [17] - Total debt stood at $37.3 million, with $12.5 million in short-term receivable financings [17] - The company had a basic and diluted share count of 18,733,937 as of March 31, 2025 [18] Business Developments - Gauzy's technology was selected by Air France for its new La Première First-Class suites on Boeing 777 models [6] - The company began serial production for GM's Cadillac Celestiq EV, marking a continuation of its business relationship with GM [6] - Gauzy unveiled a smart glass projection display at MSC's new Miami terminal, the largest cruise ship terminal in the world [13]

Core Viewpoint - Gauzy Ltd. will release its financial results for the first quarter ended March 31, 2025, on May 13, 2025, before market opening, followed by a conference call to discuss the results [1]. Company Overview - Gauzy Ltd. is a fully-integrated company specializing in light and vision control technologies, focusing on smart glass technologies and advanced driver assistance systems (ADAS) [4]. - The company is headquartered in Tel Aviv, Israel, with subsidiaries in Germany, France, the United States, Canada, China, Singapore, and the United Arab Emirates, serving leading brands across various industries in over 30 countries [4].

Core Viewpoint - Research Frontiers Inc. announced the integration of its SPD-SmartGlass technology in the new Mercedes-Benz Vision V show car, showcasing the growing adoption of this technology in the automotive industry to enhance comfort, energy efficiency, and personalization [1][2][6]. Group 1: Technology and Innovation - Approximately 75% of the Vision V's glazing area features SPD-SmartGlass technology, highlighting its significant role in modern automotive design [2]. - The Vision V marks the first use of Gauzy's dual smart glass stack, combining SPD and PDLC technologies, allowing for seamless transitions between different glass states [5]. - SPD-SmartGlass technology has been adopted by other luxury automotive brands, including Cadillac, Ferrari, and McLaren, as well as in various aircraft and architectural projects, demonstrating its versatility [4]. Group 2: Benefits of SPD-SmartGlass - SPD-SmartGlass can reduce cabin temperatures by up to 18 degrees Fahrenheit (10 degrees Celsius), leading to smaller air conditioning systems and improved energy efficiency [7]. - The technology allows for instantaneous adjustment to light and heat conditions, providing a more comfortable passenger experience [7]. - By reducing air conditioning loads, SPD-SmartGlass can extend the driving range of vehicles by up to 5.5% and decrease CO2 emissions by up to 4 grams per kilometer [7]. Group 3: Industry Impact - The continued reliance on SPD-SmartGlass by Mercedes-Benz signifies its importance in the future of luxury mobility, especially as the industry shifts towards electric and autonomous vehicles [6]. - Research Frontiers emphasizes its commitment to supporting the growing adoption of SPD-SmartGlass technology worldwide, indicating a strong market presence and potential for future growth [6].

Core Insights - Research Frontiers Inc. announced the incorporation of its SPD-SmartGlass technology in the new Mercedes-Benz Vision V show car unveiled at Auto Shanghai 2025 [1][6] - Approximately 75% of the Vision V's glazing area utilizes SPD film, highlighting the growing demand for smart glass technology in the automotive industry [2][4] - The Vision V features a dual smart glass stack combining SPD and PDLC technologies, allowing for seamless transitions between different states of transparency [5] Company Overview - Research Frontiers is a publicly traded technology company specializing in SPD-Smart light-control film technology, which allows for instant and precise control of glass shading [7][8] - The company has licensed its technology to various well-known companies in the chemical, material science, and glass industries, with applications in numerous vehicles, aircraft, yachts, and buildings [8] Industry Trends - SPD-SmartGlass technology is increasingly adopted by leading automotive brands, including Cadillac, Ferrari, and McLaren, as well as in aircraft and luxury trains, showcasing its versatility [4] - The technology offers significant benefits such as reducing cabin temperatures by up to 18 degrees Fahrenheit (10 degrees Celsius), leading to smaller air conditioning systems and energy savings [7] - The automotive industry is moving towards electric, connected, and personalized mobility, with SPD-SmartGlass positioned as a key player in this transformation [6]

Core Insights - Mercedes-Benz has integrated Gauzy's dual smart glass technology, combining SPD and PDLC, into approximately 75% of the glazing in its new Vision V show car, showcasing the evolution and benefits of automotive smart glass technology [1][3][5] Company Collaboration - The partnership between Mercedes-Benz and Gauzy continues to strengthen, emphasizing Mercedes-Benz's commitment to innovative technologies in its show cars [2][5] - This collaboration marks the first time Mercedes-Benz has selected Gauzy's dual technology stack for its vehicles, enhancing the dynamic shading and privacy features [5][7] Product Features - The Vision V features a luxurious design aimed at redefining comfort, with smart glass windows that allow seamless transitions between transparent, shaded, and private states [3][7] - The integration of Gauzy's technologies helps mitigate glare, reduce cabin temperature, and enhance energy efficiency while maintaining visibility [7][10] Market Potential - The automotive smart glass market is projected to reach a total addressable market (TAM) of $25 billion by 2028, indicating strong demand and accelerating adoption of smart glass technologies by leading OEMs [10]