Gauzy Ltd.(GAUZ) - 2025 Q1 - Quarterly Report

Condensed Consolidated Financial Statements Condensed Consolidated Balance Sheets 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] - Trade receivables, net, decreased from $24,358 thousand to $22,089 thousand[5] - Inventories increased from $15,876 thousand to $17,409 thousand[5] - Trade payables increased from $18,130 thousand to $24,584 thousand[8] Condensed Consolidated Statements of Operations and Comprehensive Loss 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] Condensed Consolidated Statements of Shareholders' Equity 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] - Share-based compensation contributed $898 thousand to additional paid-in capital[19] Condensed Consolidated Statements of Changes in Redeemable Convertible Preferred Shares and Capital Deficiency 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] - Other comprehensive loss amounted to $(5,973) thousand[23] - Share-based compensation added $2,160 thousand to additional paid-in capital[23] Condensed Consolidated Statements of Cash Flows 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] - 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] Notes to Condensed Consolidated Financial Statements Note 1 – Nature of Operations 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] - 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][34] 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] - 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] - 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] Note 2 – Significant Accounting Policies 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] - Management makes estimates and assumptions affecting reported amounts; actual results may differ[40] - 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] - 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] - 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] - 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][47] Note 3 – Other Significant Transactions and Agreements 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] - 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] - 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] Note 4 – Operating Segments and Geographical Information 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] 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 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] Note 6 – Fair Value Measurements 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] - 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] 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 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 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] - Following the IPO, $38.6 million, including minimum return and interest, was repaid to the Purchaser in July 2024[73] - 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] Note 9 – Nonconvertible Loans 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] - As of March 31, 2025, the Company meets all conditions of the 2024 NPA[76] 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 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] Note 11 – Transactions and Balances with Related Parties 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 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] - 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][83] - 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] - 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] - 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] - On May 4, 2025, the maturity date of the 2024 NPA was amended to May 1, 2028[87]