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Navitas Semiconductor (NVTS) - 2025 Q2 - Quarterly Report

PART I – FINANCIAL INFORMATION Item 1. Financial Statements (unaudited) This section presents the company's unaudited condensed consolidated financial statements for the periods ended June 30, 2025 Condensed Consolidated Balance Sheets The balance sheets show a significant increase in total assets and liabilities as of June 30, 2025 Condensed Consolidated Balance Sheets | (In thousands) | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | ASSETS | | | | Cash and cash equivalents | $161,189 | $86,737 | | Total current assets | $192,865 | $120,266 | | Total assets | $449,441 | $389,978 | | LIABILITIES AND STOCKHOLDERS' EQUITY | | | | Total current liabilities | $23,429 | $21,144 | | Earnout liability | $30,059 | $10,208 | | Total liabilities | $60,564 | $41,965 | | Total stockholders' equity | $388,877 | $348,013 | | Total liabilities and stockholders' equity | $449,441 | $389,978 | - Total assets increased by $59.46 million (15.2%) from $389.98 million at December 31, 2024, to $449.44 million at June 30, 2025, primarily driven by a significant increase in cash and cash equivalents14 - Total liabilities increased by $18.60 million (44.3%) from $41.97 million at December 31, 2024, to $60.56 million at June 30, 2025, largely due to an increase in earnout liability14 Condensed Consolidated Statements of Operations The statements of operations reveal a decrease in revenues and a significant increase in net loss for H1 2025 Condensed Consolidated Statements of Operations | (In thousands, except per share amounts) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | Net Revenues | $14,490 | $20,468 | $28,508 | $43,643 | | Cost of Revenues | $12,162 | $12,478 | $20,873 | $26,138 | | Loss from Operations | $(21,653) | $(31,137) | $(46,957) | $(62,712) | | Total other income (expense), net | $(27,149) | $8,870 | $(18,312) | $36,834 | | Net Loss | $(49,075) | $(22,328) | $(65,904) | $(26,009) | | Basic Net Loss Per Share | $(0.25) | $(0.12) | $(0.34) | $(0.14) | | Diluted Net Loss Per Share | $(0.25) | $(0.12) | $(0.34) | $(0.14) | - Net revenues decreased by 29% for the three months ended June 30, 2025, and by 35% for the six months ended June 30, 2025, compared to the same periods in 202416 - Net loss significantly increased by 120% for the three months ended June 30, 2025, and by 153% for the six months ended June 30, 2025, primarily due to a substantial loss from the change in fair value of earnout liabilities16 Condensed Consolidated Statements of Stockholders' Equity Stockholders' equity increased due to proceeds from At-the-market offerings, offsetting the impact of net losses Condensed Consolidated Statements of Stockholders' Equity | (In thousands, except shares) | Dec 31, 2024 | Mar 31, 2025 | Jun 30, 2025 | | :--- | :--- | :--- | :--- | | Class A common stock (shares) | 188,114 | 191,763 | 213,084 | | Class A common stock (amount) | $22 | $22 | $24 | | Additional paid-in capital | $732,784 | $743,420 | $839,550 | | Accumulated deficit | $(384,786) | $(401,615) | $(450,690) | | Total stockholders' equity | $348,013 | $341,820 | $388,877 | - Total stockholders' equity increased from $348.01 million at December 31, 2024, to $388.88 million at June 30, 2025, primarily driven by $100.0 million in proceeds from At-the-market offerings, partially offset by net losses19 - The number of Class A common shares issued and outstanding increased from 188.11 million at December 31, 2024, to 213.08 million at June 30, 2025, largely due to shares issued in connection with At-the-market offerings19 Condensed Consolidated Statements of Cash Flow Cash flow from financing activities increased significantly due to market offerings, while operating cash usage decreased Condensed Consolidated Statements of Cash Flow | (In thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | | Net cash used in operating activities | $(24,765) | $(34,908) | | Net cash used in investing activities | $(674) | $(8,139) | | Net cash provided by financing activities | $98,540 | $2,203 | | Net increase (decrease) in cash | $73,101 | $(40,844) | | Cash, cash equivalents, and restricted cash at end of period | $161,341 | $111,995 | - Net cash used in operating activities decreased by $10.14 million, from $(34.91) million in H1 2024 to $(24.77) million in H1 2025, despite a higher net loss, due to non-cash adjustments like earnout liability changes and stock-based compensation22 - Net cash provided by financing activities significantly increased from $2.20 million in H1 2024 to $98.54 million in H1 2025, primarily driven by $100.0 million in proceeds from At-the-market offerings22 Condensed Notes to Consolidated Financial Statements These notes provide detailed explanations of significant accounting policies and financial statement components 1. Organization and Basis of Presentation Navitas designs next-gen power semiconductors using a fabless model and recently raised capital via ATM offerings - Navitas Semiconductor Corporation specializes in gallium nitride (GaN) power integrated circuits (ICs) and silicon carbide (SiC) devices for power conversion and charging applications25 - The company operates a fabless business model, outsourcing chip manufacturing and packaging to partner suppliers25 - As of June 30, 2025, Navitas completed two At-the-Market (ATM) offerings, selling 19.8 million shares of Class A common stock for gross proceeds of approximately $100.0 million27 2. Significant Accounting Policies and Recent Accounting Pronouncements The company is evaluating new accounting standards for expense disaggregation and income tax disclosures - FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures, effective for annual periods after December 15, 2026, requiring enhanced disclosure of specific costs and expenses31 - FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, effective for fiscal years beginning after December 15, 2024, to enhance transparency regarding income tax information32 - The Company adopted ASC 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, during the year ended December 31, 2024, requiring disclosure of segment profit/loss measures and significant segment expenses33 3. Accounts Receivable Net accounts receivable decreased while the allowance for credit losses increased significantly in H1 2025 Accounts Receivable, Net | (In thousands) | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Accounts receivable, gross | $12,443 | $12,578 | | Unbilled receivables | $918 | $1,539 | | Allowance for credit losses | $(885) | $(135) | | Accounts receivable, net | $12,476 | $13,982 | Allowance for Credit Losses Activity | (In thousands) | Allowance for Credit Losses | | :--- | :--- | | Balance at December 31, 2024 | $(135) | | Provision for credit losses | $(750) | | Balance at June 30, 2025 | $(885) | 4. Inventories Total inventories remained relatively stable with a slight decrease from year-end 2024 Inventories | (In thousands) | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Raw materials | $1,966 | $2,422 | | Work-in-process | $11,142 | $10,465 | | Finished goods | $2,016 | $2,590 | | Total | $15,124 | $15,477 | 5. Property and Equipment, Net Net property and equipment decreased due to depreciation expense outpacing new asset additions Property and Equipment, Net | (In thousands) | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Furniture and fixtures | $332 | $330 | | Computers and other equipment | $13,317 | $11,714 | | Leasehold improvements | $4,321 | $4,302 | | Construction in Progress | $5,942 | $6,887 | | Accumulated depreciation | $(9,391) | $(7,812) | | Total | $14,521 | $15,421 | - Depreciation expense for the six months ended June 30, 2025, was $1.7 million, an increase from $1.4 million in the same period of 202439 6. Fair Value of Financial Assets and Liabilities The fair value of the Level 3 earnout liability increased substantially, resulting in a significant adjustment loss - Cash equivalents classified as Level 1 instruments were $92.9 million as of June 30, 2025, and $66.5 million for December 31, 202442 Fair Value of Financial Liabilities | (In thousands) | Level 1 | Level 2 | Level 3 | Total | | :--- | :--- | :--- | :--- | :--- | | Earnout liability (June 30, 2025) | $— | $— | $30,059 | $30,059 | | Earnout liability (Dec 31, 2024) | $— | $— | $10,208 | $10,208 | Level 3 Fair Value Reconciliation | (In thousands) | Fair Value Measurements Using Significant Unobservable Inputs | | :--- | :--- | | Balance at December 31, 2024 | $10,208 | | Fair value adjustment | $19,851 | | Balance at June 30, 2025 | $30,059 | 7. Goodwill and Intangibles Goodwill remained stable while net intangible assets decreased due to amortization expense - Goodwill balance remained at $163.2 million as of June 30, 2025, with no impairment losses recorded47 Net Intangible Assets | Intangible Asset | Net Book Value (June 30, 2025) | Net Book Value (Dec 31, 2024) | | :--- | :--- | :--- | | Developed Technology | $16,770 | $22,426 | | Patents | $27,836 | $29,066 | | Customer Relationships | $17,314 | $18,529 | | Non-Competition Agreements | $807 | $997 | | Total | $62,727 | $72,195 | - Amortization expense for intangible assets was $9.47 million for the six months ended June 30, 2025, consistent with $9.55 million for the same period in 202446 8. Leases The company holds operating and finance leases with total operating lease expense of $1.06 million in H1 2025 Lease Cash Flows and Assets Obtained | (In thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | | Cash paid for operating lease liabilities | $1,074 | $1,122 | | Right-of-use assets obtained (operating) | $137 | $530 | | Cash paid for principal portion of finance lease | $51 | $— | | Right-of-use assets obtained (finance) | $985 | $— | Lease Terms and Discount Rates | Lease Type | Weighted-average remaining lease term (years) | Weight-average discount rate | | :--- | :--- | :--- | | Operating Leases | 3.57 | 4.9% | | Finance Lease | 2.83 | 5.0% | Lease Expenses | (In thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | | Operating lease expense | $1,062 | $1,178 | | Finance lease amortization | $55 | $— | | Finance lease interest expense | $8 | $— | 9. Stock-Based Compensation Stock-based compensation expense decreased significantly due to an expense reversal from a senior management resignation Total Stock-Based Compensation Expense | (In thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | Total stock-based compensation expense | $(913) | $13,091 | $6,059 | $26,639 | - A credit of $(8.3) million and $(8.0) million was recognized for stock-based compensation expense related to 2021 LTIP Options for the three and six months ended June 30, 2025, respectively, including an $8.4 million reversal due to a senior management resignation65 - Unrecognized compensation cost related to unvested RSU awards totaled $37.9 million as of June 30, 2025, expected to be recognized over a weighted-average period of 1.7 years69 - Under the 2022 ESPP, employees purchased 400,431 shares for $0.8 million in H1 2025, compared to 393,139 shares for $1.8 million in H1 202472 10. Earnout Liability The earnout liability's fair value increased significantly, resulting in a substantial loss due to a higher stock price - The earnout liability is for up to 10,000,000 Class A common stock shares, contingent on three independent stock price milestones77 Fair Value of Earnout Liability | (In thousands) | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Fair value of earnout liability | $30,059 | $10,208 | Change in Fair Value of Earnout Liabilities | (In thousands) | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2025 | | :--- | :--- | :--- | | Loss from change in fair value of earnout liabilities | $(27,964) | $(19,851) | 11. Significant Customers and Credit Concentrations The company has significant revenue concentration with key distributors and faces supply chain risk with its sole GaN supplier Revenue Concentration by Customer | Customer | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2025 | | :--- | :--- | :--- | | Distributor A | 54% | 53% | | Distributor B | * | * | Revenue by Geographic Region | Region | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2025 | | :--- | :--- | :--- | | Hong Kong | 60% | 60% | | Rest of Asia | 16% | 20% | | China | 12% | 9% | | United States | 11% | 10% | | Europe | 1% | 1% | - Navitas relies on a single foundry for GaN IC wafers (TSMC) and a separate single foundry for SiC MOSFET wafers87 - TSMC, the sole GaN wafer supplier, plans to cease GaN production in July 2027; Navitas is mitigating this by expanding collaboration with Powerchip (initial qualification Q4 2025, mass production H1 2026) and evaluating additional suppliers88 12. Net Loss Per Share Potentially dilutive securities were excluded from the diluted EPS calculation due to the company's net loss position Net Loss Per Share Calculation | (In thousands, except per share amounts) | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2025 | | :--- | :--- | :--- | | Basic net loss per share | $(0.25) | $(0.34) | | Diluted net loss per share | $(0.25) | $(0.34) | | Weighted-average common shares - basic | 198,956 | 193,462 | | Weighted-average common shares - diluted | 198,956 | 193,462 | - Potentially dilutive securities (stock options, RSUs, ESPP shares) totaling 1.7 million and 1.55 million for the three and six months ended June 30, 2025, respectively, were excluded from diluted EPS due to the net loss93 - 10.0 million earnout shares and 3.3 million LTIP options were excluded from diluted weighted average share count as their performance and/or market conditions have not been achieved as of June 30, 202594 13. Provision for Income Taxes The effective tax rate remains near zero due to full valuation allowances against deferred tax assets Income Tax Provision | | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2025 | | :--- | :--- | :--- | | Effective tax rate | (0.1)% | (0.2)% | | Income tax provision | $48 | $130 | - The company expects its tax rate to remain close to zero in the near term due to full valuation allowances against deferred tax assets97 14. Segment Information Navitas operates as a single operating segment, with the CEO evaluating performance on a consolidated basis - Navitas operates as a single operating segment under ASC 280 - Segment Reporting99 - The CEO, Gene Sheridan, serves as the Chief Operating Decision Maker (CODM) and primarily evaluates consolidated net income (loss) for performance assessment and resource allocation99 15. Commitments and Contingencies The company has non-cancellable contractual agreements for leases, equipment, and a university license - Non-cancellable contractual arrangements include lease obligations (Note 8) and an agreement for equipment purchase, with $1.6 million due within one year and $1.4 million present value in noncurrent liabilities as of June 30, 2025101102 - The company provides customer indemnification against patent, copyright, or trademark infringement, but has not had to reimburse any distributors or end customers to date104105 - An agreement with a university requires $1.0 million in payments by March 2026 and royalty fees on covered products, with expected indemnification for up to $1.0 million of royalty amounts106 16. Related Party Transactions The company holds an equity method investment in a related entity and has terminated prior lease agreements with executives - Navitas has an equity method investment of $8.4 million as of June 30, 2025, in an entity under common control, recognizing a $0.5 million loss for the six months ended June 30, 2025109 - Related party leases with family members of a senior executive and an entity owned by an executive were terminated by December 2024 and May 2024, respectively, with no rent obligations as of June 30, 2025110111 17. Restructuring The company implemented cost-reduction plans, including a 19% workforce reduction, incurring $1.5 million in costs - The 2024 Restructuring Plan, announced October 15, 2024, focused on streamlining the organization and incurred $1.2 million in Q4 2024112 - The 2025 Restructuring Plan, announced January 20, 2025, included a 19% workforce reduction and incurred $1.5 million in costs for the six months ended June 30, 2025113 Restructuring Liability Activity | (In thousands) | Amounts accrued as of December 31, 2024 | Costs Incurred | Cash Payments | Adjustment | Amounts accrued as of June 30, 2025 | | :--- | :--- | :--- | :--- | :--- | :--- | | Employee Severance and Benefits | $511 | $1,469 | $(1,865) | $(93) | $22 | | Other | $6 | $— | $(6) | $— | $— | | Total | $517 | $1,469 | $(1,871) | $(93) | $22 | 18. Subsequent Events The company's sole GaN wafer supplier, TSMC, announced it will cease GaN production in July 2027 - On July 1, 2025, TSMC, Navitas' sole GaN wafer supplier, announced it would cease GaN production in July 2027118 - Navitas is expanding collaboration with Powerchip Semiconductor Manufacturing Corporation, targeting initial device qualification in Q4 2025 and mass production in H1 2026, to mitigate supply risk118 Item 2. Management's Discussion and Analysis of Financial Conditions and Operating Results Management discusses financial condition and operational results, highlighting revenue changes and liquidity Overview Navitas develops GaN and SiC power devices for various high-growth markets using a fabless business model - Navitas Semiconductor Corporation, founded in 2014, develops gallium nitride (GaN) power integrated circuits and silicon carbide (SiC) devices, utilizing a fabless business model123124 - The company's products are used in fast chargers for mobile phones and laptops, consumer electronics, data centers, solar products, and electric vehicles124 - Navitas has established relationships with Tier 1 manufacturers and suppliers, shipping GaN products in mass production to major mobile OEMs like Samsung, Dell, and Xiaomi125126 - The company spent approximately 79% and 85% of its revenue on research and development for the three and six months ended June 30, 2025, respectively127 Results of Operations This section compares operational results for the three and six months ended June 30, 2025, and 2024 Three Months Ended June 30, 2025 Compared to the Three Months Ended June 30, 2024 Net revenues decreased 29% while operating expenses were significantly reduced due to lower stock-based compensation - Net revenues decreased by $6.0 million (29%) to $14.5 million, primarily due to a decline in industrial China markets140 - Cost of revenues decreased by $0.3 million (3%) to $12.2 million, driven by lower sales offset by a $3.2 million inventory reserve due to demand softness in China141 - Research and development expense decreased by $7.5 million (39%) to $11.5 million, mainly due to a $6.8 million decrease in stock-based compensation (including a $4.2 million reversal) and $2.7 million in headcount reductions, partially offset by a $2.2 million NRE impairment142 - Selling, general and administrative expense decreased by $7.6 million (50%) to $7.8 million, primarily from a $7.0 million decrease in stock-based compensation (including a $4.2 million reversal) and $1.1 million in headcount reductions143144 - A $28.0 million loss from the change in fair value of earnout liabilities was recognized, a $35.5 million change from a gain in the prior year, driven by an increase in the Class A common stock closing price147 Six Months Ended June 30, 2025 Compared to the Six Months Ended June 30, 2024 Net revenues declined 35% and operating expenses fell 38%, driven by lower stock-based compensation and headcount - Net revenues decreased by $15.1 million (35%) to $28.5 million, due to declines in mobile and industrial markets150 - Cost of revenues decreased by $5.3 million (20%) to $20.9 million, driven by lower sales and product mix151 - Research and development expense decreased by $15.0 million (38%) to $24.2 million, primarily due to a $10.3 million decrease in stock-based compensation (including reversals), $4.5 million in headcount reductions, and $2.7 million in R&D product development cost decreases, partially offset by a $2.2 million NRE impairment152 - Selling, general and administrative expense decreased by $12.0 million (38%) to $19.5 million, mainly from a $10.1 million decrease in stock-based compensation (including reversals) and $2.1 million in headcount reductions153 - Restructuring expense of $1.5 million was incurred for cost-reduction plans involving headcount reductions155 - A $19.9 million loss from the change in fair value of earnout liabilities was recognized, a $53.6 million change from a gain in the prior year, due to an increase in the Class A common stock closing price157 Liquidity and Capital Resources Cash and cash equivalents increased significantly due to proceeds from At-the-market offerings - As of June 30, 2025, cash and cash equivalents totaled $161.2 million, an 86% increase from December 31, 2024162164 - The company expects to fund cash requirements through existing cash on hand and believes current levels are sufficient for the foreseeable future162 - Proceeds from At-the-market (ATM) offerings contributed approximately $100.0 million in gross proceeds, significantly bolstering liquidity161 - The company anticipates continued net operating losses and negative cash flows from operations, with increasing R&D, G&A, and capital expenditures to expand operations and product offerings161 Cash Flows Financing activities provided significant cash inflow, while operating cash usage improved from the prior year Cash Flow Summary | (In thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | | Net cash used in operating activities | $(24,765) | $(34,908) | | Net cash used in investing activities | $(674) | $(8,139) | | Net cash provided by financing activities | $98,540 | $2,203 | - Net cash used in operating activities decreased by $10.14 million, from $(34.91) million in H1 2024 to $(24.77) million in H1 2025, primarily due to non-cash adjustments like earnout liability changes and stock-based compensation165166 - Net cash provided by financing activities significantly increased to $98.54 million in H1 2025, mainly from $100.0 million in proceeds from ATM offerings169 Contractual Obligations, Commitments and Contingencies The company's primary contractual obligations relate to leases and an equipment purchase agreement - The company's non-cancellable contractual arrangements include lease obligations and an agreement for equipment purchase, as detailed in Note 8 and Note 15171 Off-Balance Sheet Commitments and Arrangements The company did not have any off-balance sheet arrangements as of the reporting date - As of June 30, 2025, Navitas did not have any off-balance sheet arrangements172 Critical Accounting Policies and Estimates There have been no material changes to critical accounting policies from the 2024 annual report - There have been no material changes to the company's critical accounting policies and estimates from those disclosed in its 2024 annual report on Form 10-K175 Item 3. Quantitative and Qualitative Disclosures About Market Risk Discusses exposure to market risks, including economic conditions and commodity price fluctuations - Adverse changes in the global economic landscape have impacted demand for Navitas' products, leading to changes in customer order behaviors and vendor inventory levels176 - The company faces commodity risk from market price fluctuations of raw materials, notably gold, which can result in increased costs passed on by suppliers177 Item 4. Control and Procedures Management concludes disclosure controls were ineffective due to material weaknesses in internal control - As of June 30, 2025, Navitas' disclosure controls and procedures were not effective due to material weaknesses in internal control over financial reporting178 - Material weaknesses include insufficient processes for identifying and analyzing risks, lack of competent personnel for complex transactions, and inadequate control activity performance and evaluation179 - These weaknesses led to issues in accurately identifying and presenting activities within statements of operations and cash flows, and in the external reporting process for R&D assets, property and equipment, and equity transactions181 - Management is actively implementing a remediation plan, including engaging external advisors, assessing training needs, and strengthening controls for financial close and reporting processes, with expected completion by the end of fiscal 2025182183184 PART II – OTHER INFORMATION Item 1. Legal Proceedings The company is not currently a party to any material legal proceedings - Navitas is not currently a party to any material legal proceedings187 Item 1A. Risk Factors Introduces new risks related to product announcements and significant supply chain vulnerabilities Risks Related to Product or Technology Announcements Product announcements may not translate into future revenue, especially in new and emerging markets - Announcements regarding product selections by key customers (e.g., Nvidia collaboration) may affect stock price but do not guarantee binding commitments or future revenues189191 - The ability to accurately predict future revenues and profits is uncertain, especially in new or emerging markets for products like those intended for AI data centers, where end-customer acceptance and system architecture adoption are unproven193194 Risks Related to Our Supply Chain and Manufacturing The announced cessation of GaN wafer production by the company's sole supplier poses a significant risk - Navitas relies on TSMC as its sole supplier for GaN wafers, and TSMC's announced cessation of GaN production by July 2027 poses a significant risk195 - Delays or disruptions in qualifying alternative suppliers like Powerchip could negatively impact customer orders, increase costs, and lead to revenue loss or market share decline196 Item 6. Exhibits Lists the exhibits filed with the Form 10-Q, including agreements and officer certifications - Exhibits include an agreement with Ranbir Singh and SiCPower, LLC, a letter of resignation and separation agreement for Daniel M. Kinzer, and certifications from the Chief Executive Officer and Chief Financial Officer198 Signatures The report is duly signed by the CEO and CFO on behalf of the company - The report was signed by Gene Sheridan, President and CEO, and Todd Glickman, Sr. V.P., CFO and Treasurer, on August 4, 2025200