indie Semiconductor, Inc.

Previous wording

We maintain design centers for our semiconductor engineers and designers in the United States, Argentina, Canada, Hungary, Germany, Scotland, Morocco, Israel, Switzerland and China. We engage subcontractors to manufacture our products. These subcontractors, as well as the majority of our customers’ locations, are primarily in Asia. For the three months ended March 31, 2025 and 2024, approximately 63% and 66%, respectively, of our product revenues were recognized for shipments to customer locations in Asia.

Current wording

We maintain design centers for our semiconductor engineers and designers in the United States, Argentina, Canada, Hungary, Germany, Scotland, Morocco, Israel, Switzerland and China. We engage subcontractors to manufacture our products. These subcontractors, as well as the majority of our customers’ locations, are primarily in Asia. For the six months ended June 30, 2025 and 2024, approximately 61% and 65%, respectively, of our product revenues were recognized for shipments to customer locations in Asia.

Previous wording

Revenue for the three months ended March 31, 2025 was $54.1 million, compared to $52.4 million for the three months ended March 31, 2024, an increase of $1.7 million, which was primarily driven by a $1.8 million increase in product revenue, partially offset by a $0.1 million decrease in contract revenue. The increase in product revenue was due primarily to change in product volume (units sold) as a result of the cyclical trough in the automotive market and partially offset by change in average selling price. The decrease in contract revenue of $0.1 million was primarily due to a large multi-year non-recurring engineering project that commenced in early 2022 that is winding down in the current year towards its completion stage.

Current wording

Revenue for the three months ended June 30, 2025 was $51.6 million, compared to $52.4 million for the three months ended June 30, 2024, a decrease of $0.7 million, which was primarily driven by a $1.4 million decrease in contract revenue, partially offset by a $0.7 million increase in product revenue. The increase in product revenue was due primarily to change in product mix, partially offset by a decrease in volume of products sold and average selling price. The decrease in contract revenue of $1.4 million was due to a large multi-year non-recurring engineering project that commenced in early 2022 that is winding down in the current year towards its completion stage.

Previous wording

Research and development expense for the three months ended March 31, 2025 was $42.1 million, compared to $49.6 million for the three months ended March 31, 2024. The decrease of $7.5 million or 15% was primarily due to a $5.9 million decrease in share-based compensation expense and a $2.4 million decrease in personnel cost. Decreases in share-based compensation expense were primarily driven by an equity bonus accrual for the three months ended March 31, 2024 that did not reoccur in the current period. We expect research and development expense to stabilize over time.

Current wording

Research and development expense for the three months ended June 30, 2025 was $38.5 million, compared to $41.3 million for the three months ended June 30, 2024. The decrease of $2.8 million or 7% was primarily due to a $2.6 million decrease in program costs that reflects the wind-down of completed projects and the progression of the current development pipeline, a $2.4 million decrease in personnel cost as a result of the restructuring initiative in August 2024 and May 2025 (including the 2025 Restructuring Plan) and partially offset by a $1.6 million increase in share-based compensation expense. We expect research and development expense to stabilize over time.

Previous wording

Selling, general and administrative expense for the three months ended March 31, 2025 was $19.4 million, compared to $22.3 million for the three months ended March 31, 2024. The decrease of $3.0 million or 13% was primarily due to a $2.5 million decrease in share-based compensation expense due to an equity bonus accrual for the three months ended March 31, 2024 that did not reoccur in the current year. We expect selling, general, and administrative expense to stabilize over time.

Current wording

Selling, general and administrative expense for the three months ended June 30, 2025 was $18.4 million, compared to $17.4 million for the three months ended June 30, 2024. The increase of $0.9 million or 5% was primarily due to increase in share-based compensation expense of $1.0 million. We expect selling, general and administrative expense to stabilize over time.

Previous wording

Interest income for the three months ended March 31, 2025 was $2.3 million, compared to $1.3 million for the three months ended March 31, 2024. Interest income increased in the current period primarily as a result of higher cash balances due to the cash inflow from the 2029 Notes in December 2024.

Current wording

Interest income for the three months ended June 30, 2025 was $2.2 million, compared to $1.1 million for the three months ended June 30, 2024. Interest income increased in the current period primarily as a result of higher cash balances due to the cash inflow from the 2029 Notes in December 2024.

Previous wording

For the three months ended March 31, 2025 and 2024, we recognized gains (losses) from change in fair value for contingent considerations and acquisition-related holdbacks. The gains (losses) recorded for the three months ended March 31, 2025 and 2024 represent the following:

Current wording

For the three months ended June 30, 2025 and 2024, we recognized gains from change in fair value for contingent considerations and acquisition-related holdbacks. The gains recorded for the three months ended June 30, 2025 and 2024 represent the following:

Previous wording

i) Contingent considerations and acquisition-related holdbacks: During the three months ended March 31, 2025, we recognized a net gain from change in fair value of our contingent considerations and acquisition-related holdbacks of $4.8 million. The net gain is primarily attributed to a net unrealized gain of $0.6 million and $1.5 million for the contingent considerations related to the Exalos and Kinetic acquisitions, respectively, and a net realized gain of $2.7 million for the acquisition-related holdbacks related to the GEO acquisition. During the three months ended March 31, 2024, we recognized a net unrealized gain from change in fair value of our contingent considerations and acquisition-related holdbacks of $15.4 million which is primarily attributed to an unrealized gain of $16.2 million and $3.0 million for the contingent considerations and acquisition-related holdbacks related to the GEO and Exalos acquisitions, respectively, offset by an unrealized loss of $3.7 million for the contingent considerations related to the Silicon Radar acquisition.

Current wording

i) Contingent considerations and acquisition-related holdbacks: During the three months ended June 30, 2025, we recognized a net gain from change in fair value of our contingent considerations and acquisition-related holdbacks of $0.1 million. The net gain is primarily attributed to a net unrealized gain of $0.1 million related to the Kinetic acquisition. During the three months ended June 30, 2024, we recognized a net unrealized gain from change in fair value of our contingent considerations and acquisition-related holdbacks of $17.3 million, which is primarily attributed to a realized gain of $4.0 million and a realized loss of $3.3 million for the settlement of contingent considerations related to the GEO and Silicon Radar acquisitions, respectively, an unrealized gain of $9.3 million and $6.8 million for the contingent considerations and acquisition-related holdbacks related to the GEO and Silicon Radar acquisitions, respectively, as well as a $0.5 million net unrealized gain for other contingent considerations and acquisition-related holdbacks.

Previous wording

Other expense for the three months ended March 31, 2025 and 2024 was $0.7 million and $0.2 million, respectively. Other income expense relates primarily to the realized and unrealized foreign currency gains and losses during the period, which was primarily driven by a net loss of $0.6 million and $0.6 million, respectively related to the change in fair value of our currency forward contracts entered during the periods.

Current wording

Other income (expense) for the three months ended June 30, 2025 and 2024 was $1.5 million and $(0.6) million, respectively. Other income (expense) relates primarily to the realized and unrealized foreign currency gains and losses during the period, which was primarily driven by a net gain of $2.0 million and net loss of $0.7 million, respectively related to the change in fair value of our currency forward contracts entered during the periods.

Previous wording

Cost of goods sold for the three months ended March 31, 2025 was $31.5 million, compared to $30.1 million for the three months ended March 31, 2024. The increase of $1.4 million or 5% was primarily due to a $1.2 million increase in product shipments in connection with the increase in products sold as described above.

Current wording

Cost of goods sold for the six months ended June 30, 2025 was $62.2 million, compared to $60.3 million for the six months ended June 30, 2024. The increase of $1.9 million or 3% was primarily due to a $1.5 million increase attributable to a change in product mix and $0.7 million increase in shipments in connection with the increase in products sold as described above.

Previous wording

Historically, we derive liquidity primarily from debt and equity financing activities as we have historically had negative cash flows from operations. On August 26, 2022, we entered into the ATM Agreement with the Sales Agents relating to shares of our Class A common stock. In accordance with the terms of the ATM Agreement, we may offer and sell shares of our Class A common stock having an aggregate offering price of up to $150.0 million from time to time through the Sales Agents, acting as our agent or principal. We implemented this program for the flexible access it provides to the capital markets. During the three months ended March 31, 2025, there was no activity. As of March 31, 2025, and since the inception of the program we have raised gross proceeds of $90.2 million and issued 11,138,984 shares of Class A common stock at an average per-share sales price of $8.10 and had approximately $59.8 million available for future issuances under the ATM Agreement. As of March 31, 2025, we have incurred total issuance costs of $1.9 million since inception.

Current wording

Historically, we derive liquidity primarily from debt and equity financing activities as we have historically had negative cash flows from operations. On August 26, 2022, we entered into the ATM Agreement with the Sales Agents relating to shares of our Class A common stock. In accordance with the terms of the ATM Agreement, we may offer and sell shares of our Class A common stock having an aggregate offering price of up to $150.0 million from time to time through the Sales Agents, acting as our agent or principal. We implemented this program for the flexible access it provides to the capital markets. During the three and six months ended June 30, 2025, there was no activity. As of June 30, 2025, and since the inception of the program we have raised gross proceeds of $90.2 million and issued 11,138,984 shares of Class A common stock at an average per-share sales price of $8.10 and had approximately $59.8 million available for future issuances under the ATM Agreement. As of June 30, 2025, we have incurred total issuance costs of $1.9 million since inception.

Previous wording

As of March 31, 2025, our balance of cash and cash equivalents, including restricted cash, was $246.9 million.

Current wording

As of June 30, 2025, our balance of cash and cash equivalents, including restricted cash, was $202.9 million.

Previous wording

The following table summarizes our condensed consolidated cash flows for the three months ended March 31, 2025 and 2024:

Current wording

The following table summarizes our condensed consolidated cash flows for the six months ended June 30, 2025 and 2024:

Previous wording

For the three months ended March 31, 2025, net cash used in operating activities was $29.0 million, which included net loss of $37.2 million and reflected adjustments for certain non-cash items and changes in operating assets and liabilities. Non-cash decreases primarily consisted of $4.2 million of net losses resulting from a change in fair value for contingent considerations and currency forward contracts, and non-cash increases consisted of $17.2 million in share-based compensation expense and $9.7 million in depreciation and amortization. Changes in operating assets and liabilities from operations used $16.1 million of cash, primarily driven by a decrease in accounts payable, and an increase in accounts receivable, offset by an increase in accrued expenses. Cash used in operating activities during the three months ended March 31, 2024 was $9.3 million, which included net loss of $34.2 million and reflected adjustments for certain non-cash items and changes in operating assets and liabilities. Non-cash increases primarily consisted of $14.8 million of net losses resulting from a change in fair value for contingent considerations and currency forward contracts, $25.6 million in share-based compensation expense and $9.6 million in depreciation and amortization. Changes in operating assets and liabilities from operations provided $3.2 million of cash, primarily driven by decrease in accounts receivable, offset by an increase in prepaid and other current assets and inventory, and a decrease in accrued expenses and other current liabilities and prepaid and other current assets.

Current wording

For the six months ended June 30, 2025, net cash used in operating activities was $36.6 million, which included net loss of $78.8 million and reflected adjustments for certain non-cash items and changes in operating assets and liabilities. Non-cash decreases primarily consisted of $6.3 million of net gains resulting from a change in fair value for contingent considerations and currency forward contracts, and non-cash increases consisted of $32.2 million in share-based compensation expense and $20.2 million in depreciation and amortization. Changes in operating assets and liabilities from operations used $8.0 million of cash, primarily driven by a decrease in accounts payable and an increase in accounts receivable, offset by a decrease in inventory, and an increase in accrued payroll liabilities.

Previous wording

Net cash used in investing activities for the three months ended March 31, 2025 and 2024 was $2.4 million and $5.5 million, respectively. During the period ended March 31, 2025, the decrease in cash was due to the purchase of capital expenditures. During the period ended March 31, 2024, the decrease in cash was primarily due to the acquisition of Kinetic for $3.2 million, net of cash acquired, as well as an increase in cash used of $2.3 million for the purchase of capital expenditures. We expect that we will make additional capital expenditures in the future, including licenses to various intangible assets, in order to support the future growth of our business.

Current wording

Net cash used in investing activities for the six months ended June 30, 2025 and 2024 was $8.4 million and $9.2 million, respectively. During the period ended June 30, 2025, the decrease in cash was due to the purchase of capital expenditures. During the period ended June 30, 2024, was primarily due to the acquisition of Kinetic for $3.2 million, net of cash acquired, as well as an increase in cash used of $6.0 million for the purchase of capital expenditures. We expect that we will make additional capital expenditures in the future, including licenses to various intangible assets, in order to support the future growth of our business.

Previous wording

Net cash used in financing activities for the three months ended March 31, 2025 was $4.7 million, which was primarily attributed to $2.9 million payments on debt obligations and $1.7 million of payments on financed software.

Current wording

Net cash used in financing activities for the six months ended June 30, 2025 was $34.0 million, which was primarily attributed to $27.7 million payments on debt obligations and 2027 Notes repurchase, $3.7 million of payments on financed software, and $2.5 million of payment in connection with the first contingent consideration under the Kinetic acquisition.

Previous wording

Net cash provided by financing activities for the three months ended March 31, 2024 was $6.9 million, which was primarily attributed to $10.0 million of net proceeds from the issuance of the line of credit through Wells Fargo, partially offset by $1.5 million payments on debt obligations and $2.3 million of payments on financed software.

Current wording

Net cash provided by financing activities for the six months ended June 30, 2024 was $6.6 million, which was primarily attributed to $10.0 million of net proceeds from the issuance of the line of credit through Wells Fargo, and $2.3 million of net proceeds from the issuance of common stocks through the ATM, partially offset by $1.7 million payments on debt obligations and $4.4 million of payments on financed software.