indie Semiconductor Inc

Previous wording

indie offers highly innovative automotive semiconductors and software solutions for Advanced Driver Assistance Systems (“ADAS”), autonomous vehicle, connected car, user experience and electrification applications. We focus on edge sensors across multiple modalities spanning LiDAR, radar, ultrasound and computer vision. These functions represent the core underpinnings of both electric and autonomous vehicles, while the advanced user interfaces are transforming the in-cabin experience to mirror and seamlessly connect to the mobile platforms we rely on every day. We are an approved vendor to Tier 1 automotive suppliers and our platforms can be found in marquee automotive manufacturers around the world. Headquartered in Aliso Viejo, California, indie has design centers and sales offices in Austin, Texas; Boston, Massachusetts; Detroit, Michigan; San Francisco and San Jose, California; Cordoba, Argentina; Budapest, Hungary; Dresden, Frankfurt an der Oder, Munich and Nuremberg, Germany; Edinburgh, Scotland; Schlieren, Switzerland; Rabat, Morocco; Haifa, Israel; Quebec City and Toronto, Canada; Seoul, South Korea; Tokyo, Japan and several locations throughout China.

Current wording

indie offers highly innovative automotive semiconductors and software solutions for Advanced Driver Assistance Systems (“ADAS”), autonomous vehicle, connected car, user experience and electrification applications. We focus on edge sensors across multiple modalities spanning LiDAR, radar, ultrasound and computer vision. These functions represent the core underpinnings of both electric and autonomous vehicles, while the advanced user interfaces are transforming the in-cabin experience to mirror and seamlessly connect to the mobile platforms we rely on every day. We are an approved vendor to Tier 1 automotive suppliers and our platforms can be found in marquee automotive manufacturers around the world. Headquartered in Aliso Viejo, California, indie has design centers and sales offices in Austin, Texas; Detroit, Michigan; San Jose, California; Cordoba, Argentina; Budapest, Hungary; Dresden, Frankfurt an der Oder, Munich and Nuremberg, Germany; Edinburgh, Scotland; Schlieren, Switzerland; Rabat, Morocco; Haifa, Israel; Quebec City and Toronto, Canada; Seoul, South Korea; Tokyo, Japan and several locations throughout China.

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 six months ended June 30, 2024 and 2023, approximately 65% and 63%, 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 nine months ended September 30, 2024 and 2023, approximately 65% and 63%, respectively, of our product revenues were recognized for shipments to customer locations in Asia.

Previous wording

On August 26, 2022, we entered into an At Market Issuance Agreement (“ATM Agreement”) with B. Riley Securities, Inc., Craig-Hallum Capital Group LLC and Roth Capital Partners, LLC (collectively as “Sales Agents”) relating to shares of our Class A common stock, par value $0.0001 per share (the “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 flexibility that it provides to the capital markets and to best time our equity capital needs. As of June 30, 2024, we had raised gross proceeds of $72.7 million and issued 7,696,311 shares of Class A common stock at an average per-share sales price of $9.45 through this program. During the six months ended June 30, 2024 we raised gross proceeds of $2.4 million and issued 345,052 shares of Class A common stock at an average per-share sales price of $6.87. During the six months ended June 30, 2023, we raised gross proceeds of $53.1 million and issued 5,219,500 shares of Class A common stock at an average per-share sales price of $10.18. For the three months ended June 30, 2024 and 2023, indie incurred total issuance costs of $0.1 million and $0.4 million, respectively. For the six months ended June 30, 2024 and 2023, indie incurred total issuance costs of $0.1 million and $1.1 million, respectively.

Current wording

On August 26, 2022, we entered into an At Market Issuance Agreement (“ATM Agreement”) with B. Riley Securities, Inc., Craig-Hallum Capital Group LLC and Roth Capital Partners, LLC (collectively as “Sales Agents”) relating to shares of our Class A common stock, par value $0.0001 per share (the “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 flexibility that it provides to the capital markets and to best time our equity capital needs. As of September 30, 2024, we had raised gross proceeds of $83.9 million and issued 9,393,259 shares of Class A common stock at an average per-share sales price of $8.93 through this program. During the nine months ended September 30, 2024, we raised gross proceeds of $13.5 million and issued 2,042,000 shares of Class A common stock at an average sales price of $6.62 per share. During the nine months ended September 30, 2023, we raised gross proceeds of $53.1 million and issued 5,219,500 shares of Class A common stock at an average sales price of $10.18 per share. For the three months ended September 30, 2024, we incurred total issuance costs of $0.2 million. For the three months ended September 30, 2023, there was no activity. For the nine months ended September 30, 2024 and 2023, indie incurred total issuance costs of $0.3 million and $1.1 million, respectively.

Previous wording

Current and continued inflationary conditions have led, and may continue to lead to, rising prices or rising interest rates, which has had a dampening effect on overall economic activity and consumer demand for automotive products. Additionally, the recent conflict in the Middle East and the implications of these events has created global political and economic uncertainty. We are closely monitoring developments, including potential impact to our business, customers, suppliers, our employees and operations in Israel, the Middle East and elsewhere. At this time, the impact to indie is subject to change given the volatile nature of the situation.

Current wording

Current and continued inflationary conditions have led to, and may continue to lead to, rising prices or rising interest rates, which has had a dampening effect on overall economic activity and consumer demand for automotive products. Additionally, the ongoing conflict in the Middle East and the implications of these events has created global political and economic uncertainty. We are closely monitoring developments, including potential impact to our business, customers, suppliers, our employees and operations in Israel, the Middle East and elsewhere. At this time, the impact to indie is subject to change given the volatile nature of the situation.

Previous wording

Revenue for the three months ended June 30, 2024 was $52.4 million, compared to $52.1 million for the three months ended June 30, 2023, an increase of $0.2 million, which was primarily driven by a $3.6 million increase in product revenue and largely offset by $3.3 million decrease in contract revenue. The increase in product revenue was due primarily to change in product mix as well as higher product volume (units sold) given the continued growth in demand from our customers globally as well as the recent acquisitions. These increases were partially offset by changes in average selling price (“ASP”). The decrease in contract revenue of $3.3 million was primarily due to a large multi-year non-recurring engineering project that commenced in early 2022 that is winding down towards its completion stage in the current year.

Current wording

Revenue for the three months ended September 30, 2024 was $54.0 million, compared to $60.5 million for the three months ended September 30, 2023, a decrease of $6.5 million, which was primarily driven by a $2.1 million decrease in product revenue and a $4.4 million decrease in contract revenue. The decrease in product revenue was due primarily to change in product volume (units sold) as a result of the cyclical trough in the automotive market. The decrease in contract revenue of $4.4 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.

Previous wording

Cost of goods sold for the three months ended June 30, 2024 was $30.2 million, compared to $32.1 million for the three months ended June 30, 2023. The decrease of $1.9 million or 6% was primarily due to a $2.6 million increase in product shipments in connection with the increase in products sold as described above, a $1.5 million increase due to change in product mix, offset by a $2.8 million decrease in product cost. Total cost of goods sold for the three months ended June 30, 2023 also included an additional $3.4 million in amortization related to inventory step-up value in connection with the acquisitions that took place during the period.

Current wording

Cost of goods sold for the three months ended September 30, 2024 was $32.7 million, compared to $35.2 million for the three months ended September 30, 2023. The decrease of $2.5 million or 7% was primarily due to a $1.5 million decrease in product shipments in connection with the decline in products sold as described above and a $1.5 million decrease in product cost. Total cost of goods sold for the three months ended September 30, 2024 also included an additional $0.9 million in amortization related to acquired intangible assets and amortization for inventory step-up value both as a result of the business combinations that took place during the period.

Previous wording

Selling, general and administrative expense for the three months ended June 30, 2024 was $17.4 million, compared to $18.6 million for the three months ended June 30, 2023. The decrease of $1.2 million or 6% was primarily due to a $0.7 million decrease in personnel costs and a $0.9 million decrease in share-based compensation expense. We expect selling, general, and administrative expense to increase as we grow our headcount to support our global expansion.

Current wording

Selling, general and administrative expense for the three months ended September 30, 2024 was $20.8 million, compared to $19.8 million for the three months ended September 30, 2023. The increase of $1.0 million or 5% was primarily due to a $0.8 million increase in share-based compensation expense due to an increase in employee headcount and additional equity awards granted since the same period prior year. We expect selling, general, and administrative expense to stabilize over time.

Previous wording

Interest income for the three months ended June 30, 2024 was $1.1 million, compared to $1.9 million for the three months ended June 30, 2023. Interest income decreased in the current period primarily as a result of lower cash balances due to multiple acquisitions in 2023 and the first quarter of 2024.

Current wording

Interest income for the three months ended September 30, 2024 was $1.0 million, compared to $1.9 million for the three months ended September 30, 2023. Interest income decreased in the current period primarily as a result of lower cash balances due to multiple acquisitions in 2023 and the first quarter of 2024.

Previous wording

Interest expense for the three months ended June 30, 2024 remained consistent at $2.1 million for both the three months ended June 30, 2024 and 2023, respectively.

Current wording

Interest expense for the three months ended September 30, 2024 remained relatively consistent at approximately $2.2 million for both the three months ended September 30, 2024 and 2023, respectively.

Previous wording

i) Warrants: During the three months ended June 30, 2023, we recognized an unrealized gain from change in fair value of our warrants of $25.0 million, which reflected the decrease in fair value of our warrant liability, resulting from the decrease of the closing price of our Class A common stock listed on the Nasdaq to $9.40 per share on June 30, 2023 from $10.55 per share on March 31, 2023. As of November 9, 2023, we completed our exchange of Warrants. Subsequently there will be no future remeasurement.

Current wording

i) Warrants: During the three months ended September 30, 2023, we recognized an unrealized gain from change in fair value of our warrants of $15.7 million, which reflected the decrease in fair value of our warrant liability, resulting from the decrease of the closing price of our Class A common stock listed on the Nasdaq to $6.30 per share on September 30, 2023 from $9.40 per share on June 30, 2023. As of November 9, 2023, we completed our exchange of Warrants. Subsequently there will be no future remeasurement.

Previous wording

ii) Contingent considerations and acquisition-related holdbacks: 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. During the three months ended June 30, 2023, we recognized an net unrealized gain from change in fair value of our contingent considerations and acquisition-related holdbacks of $2.3 million which is primarily contributed by an unrealized gain of $1.8 million and $0.6 million for the contingent considerations and acquisition-related holdbacks related to the GEO and Symeo acquisitions, respectively, offset by a $0.1 million net unrealized loss for other contingent considerations and acquisition-related holdbacks.

Current wording

ii) Contingent considerations and acquisition-related holdbacks: During the three months ended September 30, 2024, we recognized a net loss from change in fair value of our contingent considerations and acquisition-related holdbacks of $4.5 million. The net loss is primarily attributed to a net unrealized loss of $7.4 million for the contingent considerations related to the Exalos acquisition, offset by an net unrealized gain of $3.1 million for the contingent considerations and acquisition-related holdbacks related to the GEO acquisition. During the three months ended September 30, 2023, we recognized a net unrealized gain from change in fair value of our contingent considerations and acquisition-related holdbacks of $3.5 million which is primarily contributed by an unrealized gain of $2.9 million and $0.8 million for the contingent considerations and acquisition-related holdbacks related to the GEO and Symeo acquisitions, respectively.

Previous wording

Other income (expense) for the three months ended June 30, 2024 and 2023 was $(0.6) million and $0.4 million. 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 (loss) of $(0.7) million and $(0.3) million 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 September 30, 2024 and 2023 was $0.7 million and $(0.7) 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 (loss) of $0.5 million and $(0.8) million related to the change in fair value of our currency forward contracts entered during the periods.

Previous wording

Income tax expense for the three months ended June 30, 2024 are primarily related to our foreign operations. Income tax expense for the three months ended June 30, 2023 is primarily related to our operations in Canada and Europe.

Current wording

Income tax benefits for the three months ended September 30, 2024 are primarily related to our foreign operations. Income tax expense for the three months ended September 30, 2023 is primarily related to our operations in Canada and Europe.

Previous wording

Revenue for the six months ended June 30, 2024 was $104.7 million, compared to $92.6 million for the six months ended June 30, 2023, an increase of $12.1 million or 13%, which was primarily driven by a $18.5 million increase in product revenue, offset by a decrease in contract revenue. The increase in product revenue was due primarily to change in product mix as well as higher product volume (units sold) given the continued growth in demand from our customers globally as well as the recent acquisitions, offset by a slight change in ASP. The decrease in contract revenue of $6.3 million or 47% was primarily due to a large multi-year non-recurring engineering project that commenced in early 2022 and is winding down towards its completion stage in the current year.

Current wording

Revenue for the nine months ended September 30, 2024 was $158.7 million, compared to $153.0 million for the nine months ended September 30, 2023, an increase of $5.6 million or 4%, which was primarily driven by a $16.4 million increase in product revenue, offset by a decrease in contract revenue. The increase in product revenue was due primarily to change in product mix as well as higher product volume (units sold) as well as the recent acquisitions, offset by a slight change in ASP. The decrease in contract revenue of $10.8 million or 52% was primarily due to a large multi-year non-recurring engineering project that commenced in early 2022 and is winding down in the current year towards its completion stage.

Previous wording

Cost of goods sold for the six months ended June 30, 2024 was $60.3 million, compared to $56.2 million for the six months ended June 30, 2023. The increase of $4.1 million or 7% was primarily due to a $8.0 million increase due to change in product mix, a $4.9 million increase in product shipments in connection with the increase in products sold as described above, offset by a $4.8 million decrease in product cost. Total cost of goods sold for the six months ended June 30, 2023 also included an additional $4.0 million in amortization related to inventory step-up value in connection with the recent acquisitions.

Current wording

Cost of goods sold for the nine months ended September 30, 2024 was $93.1 million, compared to $91.4 million for the nine months ended September 30, 2023. The increase of $1.7 million or 2% was primarily due to a $9.9 million increase due to change in product mix, a $3.4 million increase in product shipments in connection with the increase in products sold as described above, offset by a $4.3 million decrease in product cost. Total cost of goods sold for the nine months ended September 30, 2024 also included a decrease in amortization related to acquired intangible assets and inventory step-up value both in connection with finalizing the opening net assets acquired from the recent acquisitions.

Previous wording

Research and development (“R&D”) expense for the six months ended June 30, 2024 was $90.9 million, compared to $78.6 million for the six months ended June 30, 2023. This increase of $12.3 million or 16% was primarily due to a $3.0 million increase in personnel to support our continuous growth in research and development needs. Research and development expense for the six months ended June 30, 2024 also included an $11.0 million increase in share-based compensation expense. We expect research and development expense to continue to increase as we continue to grow our headcount to support expanded product development activities.

Current wording

Research and development (“R&D”) expense for the nine months ended September 30, 2024 was $136.9 million, compared to $120.2 million for the nine months ended September 30, 2023. This increase of $16.6 million or 14% was primarily due to a $3.9 million increase in headcounts to support our continued growth in research and development needs. Research and development expense for the nine months ended September 30, 2024 also included an $14.7 million increase in share-based compensation expense due to both increase in headcounts and additional equity awards granted since the same period in prior year. We expect research and development expense to stabilize over time.

Previous wording

Selling, general and administrative expense for the six months ended June 30, 2024 was $39.8 million, compared to $35.5 million for the six months ended June 30, 2023. The increase of $4.3 million or 12% was primarily due to a $1.6 million increase in personnel costs due to increase in headcounts, and a $2.3 million increase in share-based compensation expense. We expect selling, general, and administrative expense to continue to increase as we grow our headcount to support our global expansion.

Current wording

Selling, general and administrative expense for the nine months ended September 30, 2024 was $60.6 million, compared to $55.3 million for the nine months ended September 30, 2023. The increase of $5.3 million or 10% was primarily due to a $1.5 million increase in personnel costs due to increase in headcounts and a $3.1 million increase in share-based compensation expense. The increase in share-based compensation expense is due to both increase in headcounts and additional equity awards granted since the same period in prior year. We expect selling, general, and administrative expense to stabilize over time.

Previous wording

Interest income for the six months ended June 30, 2024 was $2.4 million, decreased by $1.9 million or 44% from the six months ended June 30, 2023. Interest income decreased in the current period primarily as a result of lower cash balances due to multiple acquisitions in 2023 and the first quarter of 2024.

Current wording

Interest income for the nine months ended September 30, 2024 was $3.4 million, reflecting a decrease of $2.8 million or 45% from the nine months ended September 30, 2023. Interest income decrease in the current period primarily as a result of lower cash balances due to multiple acquisitions in 2023 and the first quarter of 2024.

Previous wording

Interest expense for the six months ended June 30, 2024 remained consistent at $4.2 million for both the six months ended June 30, 2024 and 2023.

Current wording

Interest expense for the nine months ended September 30, 2024 remained relatively consistent at approximately $6.4 million for both the nine months ended September 30, 2024 and 2023.

Previous wording

For the six months ended June 30, 2024 and 2023, we recognized gains (losses) from change in fair value for warrants, contingent considerations and acquisition-related holdbacks. The gains (losses) recorded for the both the six months ended June 30, 2024 and 2023 represent the following:

Current wording

For the nine months ended September 30, 2024 and 2023, we recognized gains (losses) from change in fair value for warrants, contingent considerations and acquisition-related holdbacks. The gains (losses) recorded for the both the nine months ended September 30, 2024 and 2023 represent the following:

Previous wording

i) Warrants: During the six months ended June 30, 2023, we recognized an unrealized loss from change in fair value of our warrants of $22.3 million, which reflected the increase in fair value of our warrant liability, resulting from the increase of the closing price of our Class A common stock listed on the Nasdaq to $9.40 per share on June 30, 2023 from $5.83 per share on December 31, 2022. As of November 9, 2023, we completed our exchange of Warrants. Subsequently there will be no future remeasurement.

Current wording

i) Warrants: During the nine months ended September 30, 2023, we recognized an unrealized loss from change in fair value of our warrants of $6.6 million, which reflected the increase in fair value of our warrant liability, resulting from the increase of the closing price of our Class A common stock listed on the Nasdaq to $6.30 per share on September 30, 2023 from $5.83 per share on December 31, 2022. As of November 9, 2023, we completed our exchange of Warrants. Subsequently there will be no future remeasurement.

Previous wording

ii) Contingent considerations and acquisition-related holdbacks: During the six months ended June 30, 2024, we recognized an unrealized gain from change in fair value of our contingent considerations and acquisition-related holdbacks of $32.7 million which is primarily contributed by 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 $25.4 million and $3.1 million for the contingent considerations and acquisition-related holdback related to the GEO and Silicon Radar acquisitions, respectively, as well as an unrealized gain of $2.8 million for the contingent considerations and acquisition-related holdback related to Exalos. Also included is an additional $0.7 million unrealized gain for other contingent considerations and acquisition-related holdbacks. During the six months ended June 30, 2023, we recognized an unrealized net gain from change in fair value of our contingent considerations of $0.7 million, which is primarily contributed by an unrealized gain of $2.1 million for the contingent considerations and acquisition-related holdback related to GEO, offset by $1.1 million and $0.3 million for the contingent considerations related to the Symeo and Silicon Radar acquisitions, respectively, offset by a $0.1 million net unrealized gain for other contingent considerations and acquisition-related holdbacks.

Current wording

ii) Contingent considerations and acquisition-related holdbacks: During the nine months ended September 30, 2024, we recognized an net gain from change in fair value of our contingent considerations and acquisition-related holdbacks of $28.2 million, which is primarily contributed by an unrealized gain of $28.5 million and $3.2 million for the contingent considerations and acquisition-related holdback related to the GEO and Silicon Radar acquisitions, respectively, partially offset by an unrealized loss of $4.6 million for the contingent considerations related to Exalos. During the nine months ended September 30, 2023, we recognized an unrealized net gain from change in fair value of our contingent considerations and acquisition-related holdbacks of $4.2 million, which is primarily contributed by an unrealized gain of $5.0 million for the contingent considerations and acquisition-related holdback related to GEO, offset by $0.3 million and $0.4 million unrealized loss for the contingent considerations related to the Symeo and Silicon Radar acquisitions, respectively.

Previous wording

Income tax benefits for the six months ended June 30, 2024 are primarily related to our foreign operations. Income tax benefits for the six months ended June 30, 2023 are primarily related to the tax effects of our acquisition of GEO and subsequent tax reorganizations.

Current wording

Income tax benefits for the nine months ended September 30, 2024 are primarily related to our foreign operations. Income tax benefits for the nine months ended September 30, 2023 are primarily related to the tax effects of our acquisition of GEO and subsequent tax reorganizations.

Previous wording

Historically, we derive liquidity primarily from debt and equity financing activities as we have historically had negative cash flows from operations. As of June 30, 2024, our balance of cash and cash equivalents, including restricted cash, was $122.6 million.

Current wording

Historically, we derive liquidity primarily from debt and equity financing activities as we have historically had negative cash flows from operations. As of September 30, 2024, our balance of cash and cash equivalents, including restricted cash, was $107.2 million.

Previous wording

In December 2023, employees in Wuxi exercised options granted to them through the Wuxi Employee Equity Incentive Plan (the “Wuxi EIP”) and contributed total capital of CNY88.0 million (approximately $12.3 million) from option proceeds in preparation for a potential IPO in China. The funds will be used by Wuxi for general corporate purposes. Wuxi does not have an obligation to repay the collected capital to its employees in the case of an unsuccessful IPO.

Current wording

In December 2023, employees in Wuxi exercised options granted to them through the Wuxi Employee Equity Incentive Plan (the “Wuxi EIP”) and contributed total capital of CNY88.0 million (or approximately $12.3 million) from option proceeds in preparation for a potential IPO in China. The funds will be used by Wuxi for general corporate purposes. Wuxi does not have an obligation to repay the collected capital to its employees in the case of an unsuccessful IPO.

Previous wording

In September 2023, we acquired Exalos. The closing consideration consisted of (i) the issuance by indie of 6,613,786 shares of Class A common stock at closing, with a fair value of $42.8 million; (ii) a contingent consideration with fair value of $13.2 million at closing, payable in cash, subject to Exalos’ achievement of certain revenue-based milestones through September 30, 2025; and (iii) a holdback of $2.5 million subject to final release 12 months from the acquisition date payable in shares of Class A common stock.

Current wording

In September 2023, we acquired Exalos. The closing consideration consisted of (i) the issuance by indie of 6,613,786 shares of Class A common stock at closing, with a fair value of $42.8 million; (ii) a contingent consideration with fair value of $9.8 million at closing, payable in cash, subject to Exalos’ achievement of certain revenue-based milestones through September 30, 2025; and (iii) a holdback of $2.5 million subject to final release 12 months from the acquisition date payable in shares of Class A common stock.

Previous wording

The following table summarizes our condensed consolidated cash flows for the six months ended June 30, 2024 and 2023:

Current wording

The following table summarizes our condensed consolidated cash flows for the nine months ended September 30, 2024 and 2023:

Previous wording

For the six months ended June 30, 2024, net cash used in operating activities was $29.1 million, which included net loss of $55.2 million and reflected adjustments for certain non-cash items and changes in operating assets and liabilities. Non-cash increases primarily consisted of $31.5 million of net losses resulting from a change in fair value for contingent considerations, and currency forward contracts, $37.5 million in share-based compensation expense and $19.2 million in depreciation and amortization. Changes in operating assets and liabilities from operations provided $1.8 million of cash, primarily driven by an increase in accounts payable, and a decrease in accounts receivable, offset by an increase in inventory and a decrease in accrued expenses and other current liabilities.

Current wording

For the nine months ended September 30, 2024, net cash used in operating activities was $51.9 million, which included net loss of $109.8 million and reflected adjustments for certain non-cash items and changes in operating assets and liabilities. Non-cash decreases primarily consisted of $27.5 million of net losses resulting from a change in fair value for contingent considerations and currency forward contracts, and non-cash increased consisted of $55.4 million in share-based compensation expense and $30.9 million in depreciation and amortization. Changes in operating assets and liabilities from operations used $8.8 million of cash, primarily driven by an increase in inventory and a decrease in accrued expenses, offset by a decrease in accounts receivable and an increase in accounts payable.

Previous wording

Cash used in operating activities during the six months ended June 30, 2023 was $73.1 million, which included net loss of $95.5 million and reflected adjustments for certain non-cash items and changes in operating assets and liabilities. Non-cash increases primarily consisted of $21.6 million of net losses resulting from a change in fair value for warrants and contingent considerations, $23.8 million in share-based compensation expense and $16.2 million in depreciation and amortization. Changes in operating assets and liabilities from operations used $42.8 million of cash, primarily driven by an increase in inventory, accounts receivable, prepaid and other current assets, and a decrease in accrued expenses and other current liabilities,

Current wording

Cash used in operating activities during the nine months ended September 30, 2023 was $88.0 million, which included net loss of $114.2 million and reflected adjustments for certain non-cash items and changes in operating assets and liabilities. Non-cash increases primarily consisted of $2.7 million of net losses resulting from a change in fair value for warrants and contingent considerations, $36.6 million in share-based compensation expense and $26.5 million in depreciation and amortization. Changes in operating assets and liabilities from operations used $39.3 million of cash, primarily driven by an increase in accounts receivable, inventory and prepaid and other current assets.

Previous wording

Net cash used in investing activities for the six months ended June 30, 2024 and 2023 was $9.2 million and $105.0 million, respectively. During the period ended June 30, 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 $6.0 million for the purchase of capital expenditures. During the period ended June 30, 2023, the decrease in cash was primarily due to the acquisitions of GEO and Silicon Radar for $98.4 million, net of cash acquired, as well as an increase in cash used of $6.6 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 nine months ended September 30, 2024 and 2023 was $16.7 million and $103.6 million, respectively. During the period ended September 30, 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 $12.5 million for the purchase of capital expenditures. During the period ended September 30, 2023, the decrease in cash was primarily due to the acquisitions of Exalos, GEO and Silicon Radar for $95.0 million, net of cash acquired, as well as an increase in cash used of $8.6 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 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.

Current wording

Net cash provided by financing activities for the nine months ended September 30, 2024 was $23.5 million, which was primarily attributed to $10.0 million of net proceeds from the issuance of the line of credit through Wells Fargo, $13.2 million of net proceeds from the issuance of common stocks through the ATM and $5.7 million of net proceeds from the issuance of a line of credit through the Bank of Ningbo Co., LTD, partially offset by $2.0 million payments on debt obligations and $4.4 million of payments on financed software.

Previous wording

Net cash provided by financing activities for the six months ended June 30, 2023 was $35.7 million, which was primarily attributed to $52.0 million of net proceeds from the issuance of common stocks through the ATM, partially offset by $12.2 million payments on short-term debt, and $4.1 million of payments on financed software.

Current wording

Net cash provided by financing activities for the nine months ended September 30, 2023 was $34.2 million, which was primarily attributed to $52.0 million of net proceeds from the issuance of common stocks through the ATM, partially offset by $12.5 million payments on debt obligations, and $7.0 million of payments on financed software.

Previous wording

In connection with our acquisitions (See further Part I, Item 2. Liquidity and Capital Resources - Acquisitions, of this quarterly report on Form 10-Q), we may be required to make future payments or issue additional shares of our common stock to satisfy certain earn-out requirements under the acquisition agreements.

Current wording

In connection with our acquisitions (See subheading titled Liquidity and Capital Resources—Acquisitions above, we may be required to make future payments or issue additional shares of our common stock to satisfy certain earn-out requirements under the acquisition agreements.