US Market News
1月前
indie to Acquire CMOS Image Sensor Product Line from ams OSRAMMay 11, 2026 6:00 AM
Business Wire Augments indie’s ADAS Portfolio and Supports Expansion into Physical AI indie Semiconductor (Nasdaq: INDI), an automotive solutions innovator, has announced the signing of a definitive agreement to acquire the fabless CMOS image sensor group from ams OSRAM AG for a total consideration of 40 million euros. This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20260511959181/en/indie to Acquire CMOS Image Sensor Product Line from ams OSRAM With primary operations in Belgium and Portugal, this product line includes intelligent, high-performance CMOS image sensors for a broad range of industrial, automation, and physical artificial intelligence (AI) applications. This portfolio of products, IP, and designs aligns with indie’s automotive ADAS sensing solutions and further strengthens the Company’s multimodal sensing capabilities across radar, vision, LiDAR, and ultrasonic. “By integrating ams’ CMOS imagers with our sensor-fusion hardware and perception software, we’re able to deliver unparalleled sensing systems for next-generation autonomous machines, including emerging applications such as humanoid robots, cobots, and AMRs,” said Mark Tyndall, executive vice president of corporate development and investor relations at indie. “This unique carve-out extends our position in sensor-fusion technology and significantly expands our portfolio of GaN SLED light-source solutions. Together, these technologies broaden our offerings, opens new customer opportunities, and positions indie to capture a larger share of the rapidly emerging physical AI market.” Image sensors are a key component of sensor-rich platforms within high-performance visual applications such as humanoids, cobots, and industrial automation. As noted by Research and Markets, the image sensor market is forecasted to grow to over $40 billion by 2030. This market growth is being driven by rising autonomy, safety regulations, and increased adoption of AI-based vision ADAS systems, as well as applications that require multimodal sensing, low-latency, and high-resolution. The consideration includes a cash payment of 35 million euros paid at closing, and a 5 million euros vendor debt note provided by ams OSRAM. The transaction is subject to customary closing conditions, including regulatory approvals. It is expected to close in the third quarter of 2026 and be immediately accretive. About indie Headquartered in Aliso Viejo, CA, indie is empowering the automotive revolution with next-generation semiconductors, photonics, and perception software platforms. We focus on developing innovative, high-performance, and energy-efficient mixed-signal SoCs and system solutions for ADAS and adjacent industrial applications, including humanoid robotics, and quantum technology. Our sensors span all major modalities (Radar, Computer Vision, LiDAR, and Ultrasound), accelerating the proliferation of automated vehicle safety and sensing features. As a global innovator, we are an approved vendor to Tier 1 partners, and our solutions can be found in marquee automotive OEMs worldwide. Please visit us at www.indie.inc to learn more. #indieSemi_Corporate Safe Harbor Statement This communication contains “forward-looking statements” (including within the meaning of Section 21E of the United States Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended). Such statements can be identified by words such as “will likely result,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” “plan,” “project,” “outlook,” “should,” “could,” “may” or words of similar meaning and include, but are not limited to, statements regarding the time to close the acquisition of the fabless CMOS image sensor group from ams OSRAM AG (the “Acquisition”), statements regarding the benefits and synergies of the Acquisition, including, our belief we will align the portfolio of products with our automotive ADAS sensing solutions to further strengthen our multimodal sensing capabilities across radar, vision, LiDAR, and ultrasonic, our ability to integrate the acquired CMOS sensors with our sensor-fusion hardware and perception software to deliver sensing systems for next-generation autonomous machines and extend our position in sensor-fusion technology and expand our GaN SLED light-source solutions, positioning indie to capture a larger share of the physical AI market. Such forward-looking statements are based upon the current beliefs and expectations of our management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond our control. Actual results and the timing of events may differ materially from the results included in such forward-looking statements. In addition to the factors previously disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the SEC on February 27, 2026, as supplemented by our Quarterly Reports on Form 10-Q and in our other public reports filed with the SEC (including those identified under “Risk Factors” therein), the following factors, among others, could cause actual results and the timing of events to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: macroeconomic conditions, including inflation, rising interest rates and volatility in the credit and financial markets, our reliance on contract manufacturing and outsourced supply chain and the availability of semiconductors and manufacturing capacity; competitive products and pricing pressures; our ability to win competitive bid selection processes and achieve additional design wins; the impact of the pending sale of our entire equity interest in Wuxi indie Microelectronics Technology Co., Ltd. and any potential adverse effects of such sale on our business, financial condition, operating results and stock price; the impact of recent acquisitions made and any other acquisitions we may make, including our ability to successfully integrate acquired businesses and risks that the anticipated benefits of any acquisitions may not be fully realized or take longer to realize than expected; our ability to develop, market and gain acceptance for new and enhanced products and expand into new technologies and markets; current and potential trade restrictions and trade tensions, including trade and tariff actions taken or proposed by the US government affecting the countries where we operate; and political or economic instability in our target markets. All forward-looking statements in this press release are expressly qualified in their entirety by the foregoing cautionary statements. Investors are cautioned not to place undue reliance on the forward-looking statements in this press release, which information set forth herein speaks only as of the date hereof. We do not undertake, and we expressly disclaim, any intention or obligation to update any forward-looking statements made in this announcement or in our other public filings, whether as a result of new information, future events or otherwise, except as required by law. View source version on businesswire.com: https://www.businesswire.com/news/home/20260511959181/en/ Investor Relations
ir@indie.inc Original: indie to Acquire CMOS Image Sensor Product Line from ams OSRAM
US Market News
1月前
indie Reports First Quarter 2026 ResultsMay 7, 2026 4:30 PM
Business Wire Delivered Q1 2026 Revenue of $55.5M, exceeding the midpoint of the outlook, up 3% year-over-year Received $25M production order for radar chipset from Tier 1 partner driven by two OEM customers indie Semiconductor, Inc. (Nasdaq: INDI), an automotive solutions innovator, today announced first quarter results for the period ended March 31, 2026. Q1 revenue was $55.5 million. On a GAAP basis operating loss for the first quarter of 2026 was $38.9 million, the same as the prior year period. Non-GAAP operating loss for the first quarter of 2026 was $11.1 million, compared to $15.1 million a year ago, representing continued progress towards profitability. First quarter 2026 GAAP loss per share was $0.21, while Non-GAAP loss per share was $0.06. “indie delivered a solid first quarter, with revenue exceeding the midpoint of our guidance, up 3 percent year over year,” said Donald McClymont, indie’s co-founder and chief executive officer. “Notably, we have received a production order of $25 million from our Tier 1 radar partner, driven by demand from two automotive OEMs and marking a significant commercial milestone. With continued expansion into quantum and physical AI, indie is ideally situated to drive consistent, profitable growth.” Business Highlights Commenced volume shipments of vision processor to NIO for eMirror camera deployment Ramped production of iND880 for camera mirror system with largest Chinese OEM Launched first commercially available UV DFB laser at 399 nm for next-generation quantum systems Leveraged indie's LiDAR SoC for Advanced Mobile Robot (AMR) for major global logistics company Captured indie perception software design win with Mahindra for Electric Origin SUV series Q2 2026 Outlook We provide guidance on a non-GAAP basis only because certain information necessary to reconcile such results and guidance to GAAP is difficult to estimate and dependent on future events outside of our control and, therefore, is not available without unreasonable efforts. Please refer to the header captioned “Discussion Regarding the Use of Non-GAAP Financial Measures” in this release for a further discussion of our use of non-GAAP measures. For the second quarter of 2026, indie expects revenue to be between $59 million and $65 million, or $62 million at the midpoint. At the midpoint of our outlook, we anticipate a revenue contribution from our core business of approximately $37 million and approximately $25 million from Wuxi indie Micro. indie’s Q1 2026 Conference Call indie Semiconductor will host a conference call with analysts to discuss its first quarter 2026 results and business outlook today at 5:00 p.m. Eastern time. To listen to the conference call via the Internet, please go to the Financials tab on the Investors page of indie’s website. To listen to the conference call via telephone, please call (800) 245-3047 (domestic) or (203) 518-9765 (international), Conference ID: INDIQ1. A replay of the conference call will be available beginning at 9:00 p.m. Eastern time on May 7, 2026, until 11:59 p.m. Eastern time on May 21, 2026, under the Financials tab on the Investors page of indie’s website, or by calling (844) 512-2921 (domestic) or (412) 317-6671 (international), Access ID: 11161459. About indie Headquartered in Aliso Viejo, CA, indie is empowering the automotive revolution with next-generation semiconductors, photonics, and perception software platforms. We focus on developing innovative, high-performance, and energy-efficient mixed-signal SoCs and system solutions for ADAS and adjacent industrial applications, including humanoid robotics, and quantum technology. Our sensors span all major modalities (Radar, Computer Vision, LiDAR, and Ultrasound), accelerating the proliferation of automated vehicle safety and sensing features. As a global innovator, we are an approved vendor to Tier 1 partners, and our solutions can be found in marquee automotive OEMs worldwide. Please visit us at www.indie.inc to learn more. #indieSemi_Earnings Safe Harbor Statement This communication contains “forward-looking statements” (including within the meaning of Section 21E of the United States Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended). Such statements can be identified by words such as “will likely result,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” “plan,” “project,” “outlook,” “should,” “could,” “may” or words of similar meaning and include, but are not limited to, projected financial information, statements regarding our future business and financial performance and prospects, including statements regarding our positioning to drive consistent, profitable growth, and the continued expansion into adjacent high-growth markets, including quantum and humanoid robotics. Such forward-looking statements are based upon the current beliefs and expectations of our management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond our control. Actual results and the timing of events may differ materially from the results included in such forward-looking statements. In addition to the factors previously disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the SEC on February 27, 2026, as supplemented by our Quarterly Reports on Form 10-Q and in our other public reports filed with the SEC (including those identified under “Risk Factors” therein), the following factors, among others, could cause actual results and the timing of events to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: macroeconomic conditions, including inflation, rising interest rates and volatility in the credit and financial markets, our reliance on contract manufacturing and outsourced supply chain and the availability of semiconductors and manufacturing capacity; competitive products and pricing pressures; our ability to win competitive bid selection processes and achieve additional design wins; the impact of the pending sale of our entire equity interest in Wuxi indie Microelectronics Technology Co., Ltd. and any potential adverse effects of such sale on our business, financial condition, operating results and stock price; the impact of recent acquisitions made and any other acquisitions we may make, including our ability to successfully integrate acquired businesses and risks that the anticipated benefits of any acquisitions may not be fully realized or take longer to realize than expected; our ability to develop, market and gain acceptance for new and enhanced products and expand into new technologies and markets; current and potential trade restrictions and trade tensions, including trade and tariff actions taken or proposed by the US government affecting the countries where we operate; and political or economic instability in our target markets. All forward-looking statements in this press release are expressly qualified in their entirety by the foregoing cautionary statements. Investors are cautioned not to place undue reliance on the forward-looking statements in this press release, which information set forth herein speaks only as of the date hereof. We do not undertake, and we expressly disclaim, any intention or obligation to update any forward-looking statements made in this announcement or in our other public filings, whether as a result of new information, future events or otherwise, except as required by law. INDIE SEMICONDUCTOR, INC.
PRELIMINARY CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in thousands, except share and per share amounts)
(Unaudited) Three Months Ended
March 31, 2026 2025 Revenue: Product revenue $ 51,567 $ 50,420 Contract revenue 3,890 3,657 Total revenue 55,457 54,077 Operating expenses: Cost of goods sold 34,379 31,528 Research and development 38,528 42,115 Selling, general, and administrative 21,419 19,367 Total operating expenses 94,326 93,010 Loss from operations (38,869 ) (38,933 ) Other income (expense), net: Interest income 873 2,267 Interest expense (4,343 ) (4,516 ) Gain (loss) from change in fair value of contingent considerations and acquisition-related holdbacks (1,085 ) 4,803 Loss from extinguishment of debt (3,656 ) — Other expense (361 ) (736 ) Total other income (expense), net (8,572 ) 1,818 Net loss before income taxes (47,441 ) (37,115 ) Income tax (benefit) expense 319 (56 ) Net loss (47,122 ) (37,171 ) Less: Net loss attributable to noncontrolling interest (3,930 ) (2,625 ) Net loss attributable to indie Semiconductor, Inc. $ (43,192 ) $ (34,546 ) Net loss attributable to common shares — basic $ (43,192 ) $ (34,546 ) Net loss attributable to common shares — diluted $ (43,192 ) $ (34,546 ) Net loss per share attributable to common shares — basic $ (0.21 ) $ (0.18 ) Net loss per share attributable to common shares — diluted $ (0.21 ) $ (0.18 ) Weighted average common shares outstanding — basic 207,026,562 191,463,848 Weighted average common shares outstanding — diluted 207,026,562 191,463,848 INDIE SEMICONDUCTOR, INC.
PRELIMINARY CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts in thousands)
(Unaudited) March 31,
2026 December 31,
2025 Assets Current assets: Cash and cash equivalents $ 174,433 $ 145,456 Restricted cash 10,281 10,285 Accounts receivable, net of allowance for doubtful accounts 60,499 57,485 Inventory 57,038 48,618 Prepaid expenses and other current assets 24,909 23,924 Total current assets 327,160 285,768 Property and equipment, net 43,646 43,349 Intangible assets, net 186,307 195,908 Goodwill 289,679 292,644 Operating lease right-of-use assets 14,156 14,363 Other assets and deposits 8,615 8,754 Total assets $ 869,563 $ 840,786 Liabilities and stockholders' equity Accounts payable $ 24,398 $ 21,832 Accrued payroll liabilities 9,904 9,889 Contingent considerations 1,382 611 Accrued expenses and other current liabilities 25,792 24,772 Intangible asset contract liability 5,875 5,875 Current debt obligations 12,290 13,567 Total current liabilities 79,641 76,546 Long-term debt, net of current portion 402,816 339,834 Intangible asset contract liability, net of current portion 3,947 5,705 Deferred tax liabilities, non-current 14,129 14,198 Operating lease liability, non-current 12,440 13,046 Other long-term liabilities 7,640 7,444 Total liabilities 520,613 456,773 Commitments and contingencies Stockholders' equity Preferred stock — — Class A common stock 21 20 Class V common stock 2 2 Additional paid-in capital 1,013,763 998,730 Accumulated deficit (680,302 ) (637,110 ) Accumulated other comprehensive loss (8,887 ) (3,611 ) indie's stockholders' equity 324,597 358,031 Noncontrolling interest 24,353 25,982 Total stockholders' equity 348,950 384,013 Total liabilities and stockholders' equity $ 869,563 $ 840,786 INDIE SEMICONDUCTOR, INC.
RECONCILIATION OF PRELIMINARY NON-GAAP MEASURES TO GAAP
(Unaudited) GAAP refers to financial information presented in accordance with U.S. Generally Accepted Accounting Principles. This press release includes non-GAAP financial measures, as defined in Regulation G promulgated by the Securities and Exchange Commission. We believe that our presentation of non-GAAP financial measures provides useful supplementary information to investors. The presentation of non-GAAP financial measures is not meant to be considered in isolation from or as a substitute for results prepared in accordance with GAAP. The reconciliations of our preliminary GAAP to non-GAAP measures are as follows (in thousands, except share and per share amounts): Three Months Ended
March 31, 2026 2025 Computation of non-GAAP operating loss: GAAP loss from operations $ (38,869 ) $ (38,933 ) Acquisition related and other non-recurring professional expenses 133 160 Amortization of intangible assets 7,100 5,970 Share-based compensation 20,562 17,743 Non-GAAP operating loss $ (11,074 ) $ (15,060 ) Three Months Ended
March 31, 2026 2025 Computation of non-GAAP net loss: Net loss $ (47,122 ) $ (37,171 ) Acquisition related and other non-recurring professional expenses 133 160 Amortization of intangible assets 7,100 5,970 Share-based compensation 20,562 17,743 Gain (loss) from change in fair value of contingent considerations and acquisition-related holdbacks 1,085 (4,803 ) Loss from extinguishment of debt 3,656 — Other expense 361 736 Non-cash interest expense 657 657 Income tax (benefit) expense (319 ) 56 Non-GAAP net loss $ (13,887 ) $ (16,652 ) Three Months Ended
March 31, 2026 2025 Computation of Adjusted EBITDA: Net loss $ (47,122 ) $ (37,171 ) Interest income (873 ) (2,267 ) Interest expense 4,343 4,516 Gain (loss) from change in fair value of contingent considerations and acquisition-related holdbacks 1,085 (4,803 ) Loss from extinguishment of debt 3,656 — Other expense 361 736 Acquisition related and other non-recurring professional expenses 133 160 Depreciation and amortization 9,387 7,894 Share-based compensation 20,562 17,743 Income tax (benefit) expense (319 ) 56 Adjusted EBITDA $ (8,787 ) $ (13,136 ) For the Three Months
Ended March 31, 2026 Computation of non-GAAP share count: Weighted Average Class A common stock - Basic 207,026,562 Weighted Average Class V common stock - Basic 16,450,070 TeraXion Unexercised Options 500,890 Non-GAAP share count 223,977,522 Non-GAAP net loss $ (13,887 ) Less: Non-GAAP net income attributable to noncontrolling interest in Wuxi (546 ) Non-GAAP net loss attributable to indie Semiconductor, Inc. $ (13,341 ) Non-GAAP net loss per share attributable to indie Semiconductor, Inc. $ (0.06 ) Discussion Regarding the Use of Non-GAAP Financial Measures Our earnings release contains some or all of the following financial measures that have not been calculated in accordance with United States Generally Accepted Accounting Principles (“GAAP”): (i) non-GAAP operating loss, (ii) non-GAAP net loss, (iii) Adjusted EBITDA, (iv) non-GAAP share count and (v) non-GAAP net loss per share. As set forth in the tables above, we derive such non-GAAP financial measures by excluding certain expenses and other items from the respective GAAP financial measure that is most directly comparable to each non-GAAP financial measure. Management may use these non-GAAP financial measures to, amongst other things, evaluate operating performance and compare it against past periods or against peer companies, make operating decisions, forecast for future periods and to determine payments under compensation programs. These non-GAAP financial measures provide management with additional means to understand and evaluate the operating results and trends in our ongoing business by eliminating certain expenses and other items that management believes might otherwise make comparisons of our ongoing business with prior periods and competitors more difficult, obscure trends in ongoing operations or improve management’s ability to forecast future periods. We provide investors with non-GAAP operating loss, non-GAAP net loss and non-GAAP net loss per share because we believe it is important for investors to be able to closely monitor and understand changes in our ability to generate income from ongoing business operations. We believe these non-GAAP financial measures give investors an additional method to evaluate historical operating performance and identify trends, an additional means of evaluating period-over-period operating performance and a method to facilitate certain comparisons of our operating results to those of our peer companies. We further believe these non-GAAP financial measures allow investors to assess the overall financial performance of our ongoing operations by eliminating the impact of (i) acquisition-related and other non-recurring professional expenses (including acquisition-related or other non-recurring professional fees and legal expenses, deemed compensation expense and expenses recognized in relation to changes in contingent consideration obligations), (ii) amortization of acquisition-related intangibles and certain license rights, (iii) restructuring costs, (iv) gains or losses recognized in relation to changes in the fair value of contingent considerations issued by indie, acquisition-related holdbacks and unrealized gains or losses from currency hedging contracts, (v) non-cash interest expenses related to the amortization of debt discounts and issuance costs, (vi) share-based compensation, and (vii) income tax benefit (provision). We believe that disclosing these non-GAAP financial measures contributes to enhanced financial reporting transparency and provides investors with added clarity about complex financial performance measures. We do not report a GAAP measure of gross profit or gross margin because certain costs related to contract revenues are expensed as incurred and included in research and development expenses, and not in cost of sales, as it is not practicable for us to bifurcate these expenses. We calculate non-GAAP operating loss by excluding from GAAP operating loss, any (i) acquisition-related and other non-recurring professional expenses (including acquisition-related or other non-recurring professional fees and legal expenses, deemed compensation expense and expenses recognized in relation to changes in contingent consideration obligations), (ii) amortization of acquisition-related intangibles and certain license rights, (iii) inventory cost realignments, (iv) restructuring costs and (v) share-based compensation. We calculate non-GAAP net loss by excluding from GAAP net income (loss), any (i) acquisition-related and other non-recurring professional expenses (including acquisition-related or non-recurring professional fees and legal expenses, deemed compensation expense and expenses recognized in relation to changes in contingent consideration obligations), (ii) amortization of acquisition-related intangibles and certain license rights, (iii) inventory cost realignments, (iv) restructuring costs, (v) gains or losses recognized in relation to changes in the fair value of contingent considerations issued by indie, acquisition-related holdbacks and unrealized gains or losses from currency hedging contracts, (vi) non-cash interest expenses related to the amortization of debt discounts and issuance costs, (vii) share-based compensation, and (viii) income tax benefit (provision). We calculate Adjusted EBITDA by excluding from GAAP net income (loss), any (i) acquisition-related and other non-recurring professional expenses (including acquisition-related or non-recurring professional fees and legal expenses, deemed compensation expense and expenses recognized in relation to changes in contingent consideration obligations), (ii) amortization of acquisition-related intangibles and certain license rights, (iii) depreciation of fixed assets, (iv) inventory cost realignments, (v) restructuring costs, (vi) gains or losses recognized in relation to changes in the fair value of contingent considerations issued by indie, acquisition-related holdbacks and unrealized gains or losses from currency hedging contracts, (vii) non-cash interest expenses related to the amortization of debt discounts and issuance costs, (viii) share-based compensation, and (ix) income tax benefit (provision). We calculate non-GAAP share count by adding (i) weighted average Class A common stock, (ii) weighted average Class V common stock held by minority shareholders, which are exchangeable into Class A common stock and (iii) vested but unexercised options issued as part of the TeraXion acquisition. While both weighted average Class V common stock and vested but unexercised options issued as part of the TeraXion acquisition are considered anti-dilutive under ASC 260, therefore excluded from the GAAP earnings per share calculation, management includes both categories in this non-GAAP presentation because they will convert into Class A common stock over time. Management believes that including these categories provides investors with a more transparent view of the Company’s capital structure and potential impact of such conversions. Non-GAAP net loss per share is calculated by dividing non-GAAP net loss by non-GAAP share count. We exclude the items identified above from the respective non-GAAP financial measure referenced above for the reasons set forth with respect to each such excluded item below: Acquisition-related and other non-recurring professional expenses - including such items as, when applicable, fair value charges incurred upon the sale of acquired inventory, accounting impact to the cost of goods sold due to one-time inventory costing realignment with a specific supplier, acquisition-related professional fees and legal expenses and other professional fees that are non-recurring in nature because they are not considered by management in making operating decisions and we believe that such expenses do not have a direct correlation to our future business operations and thereby including such charges do not necessarily reflect the performance of our ongoing operations for the period in which such charges or reversals are incurred. Amortization expenses - related to the amortization expense for acquired intangible assets and certain license rights. Depreciation expenses - related to the depreciation expenses for all property and equipment on hand. Inventory cost realignments - related to the supplier allocation premiums introduced during COVID that is currently incorporated in our inventory cost but have since been eliminated going forward. The impact of this premium is deemed non-recurring and therefore not considered by management in its evaluation of the ongoing performance of the business. Share-based compensation - related to the non-cash compensation expense associated with equity awards granted to our employees (including those granted in lieu of cash compensation) and employer tax related to employee stock transactions. These expenses are not considered by management in making operating decisions and such expenses do not have a direct correlation to our future business operations. Restructuring costs - related to the one-time expenses the Company incurs to reorganize its operations, which is primarily related to workforce reduction, long-lived intangible asset impairment, facilities and other purchase commitment charges. Gain (loss) from change in fair values - because these adjustments (1) are not considered by management in making operating decisions, (2) are not directly controlled by management, (3) do not necessarily reflect the performance of our ongoing operations for the period in which such charges are recognized and (4) cannot make comparisons between peer company performance less reliable. Non-cash interest expense - related to the amortization of debt discounts and issuance costs because (1) these expenses are not considered by management in making decision with respect to financing decisions, and (2) these generally reflect non-cash costs. Income tax benefit (provision) - related to the estimated income tax benefit (provision) that does not result in a current period tax refunds (payments). The non-GAAP financial measures presented should not be considered in isolation and are not an alternative for the respective GAAP financial measure that is most directly comparable to each such non-GAAP financial measure. Investors are cautioned against placing undue reliance on these non-GAAP financial measures and are urged to review and consider carefully the adjustments made by management to the most directly comparable GAAP financial measures to arrive at these non-GAAP financial measures. Non-GAAP financial measures may have limited value as analytical tools because they may exclude certain expenses that some investors consider important in evaluating our operating performance or ongoing business performance. Further, non-GAAP financial measures are likely to have limited value for purposes of drawing comparisons between companies as a result of different companies potentially calculating similarly titled non-GAAP financial measures in different ways because non-GAAP measures are not based on any comprehensive set of accounting rules or principles. Adjusted EBITDA is calculated by removing non-recurring, irregular and one-time items that may distort EBITDA, to the current non-GAAP financial measures. We calculate Adjusted EBITDA by excluding from GAAP net income (loss), any (i) acquisition-related and other non-recurring expenses (including acquisition-related or other non-recurring professional fees and legal expenses, deemed compensation expense and expenses recognized in relation to changes in contingent consideration obligations), (ii) amortization of acquisition-related intangibles and certain license rights, (iii) depreciation of property, plant and equipment, (iv) inventory cost realignments, (v) restructuring costs, (vi) gains or losses recognized in relation to changes in the fair value of contingent considerations issued by indie, acquisition-related holdbacks and unrealized gains or losses from currency hedging contracts, (vii) non-cash interest expenses related to the amortization of debt discounts and issuance costs, (viii) share-based compensation, and (viii) income tax benefit (provision). To the extent our disclosures contain forward-looking estimates of non-GAAP financial measures, these measures are provided to investors on a prospective basis for the same reasons (set forth above) we provide them to investors on a historical basis. We are generally unable to provide a reconciliation of our forward-looking non-GAAP measures because certain information needed to make a reasonable forward-looking estimate of such non-GAAP measures are difficult to predict and estimate and is often dependent on future events that may be uncertain or outside of our control and, therefore, is not available without unreasonable efforts. Such events may include unanticipated changes in our GAAP effective tax rate, unanticipated one-time charges related to asset impairments (fixed assets, inventory, intangibles, or goodwill), unanticipated acquisition-related and other non-recurring professional expenses, unanticipated settlements, gains, losses and impairments and other unanticipated items not reflective of ongoing operations. Our forward-looking estimates of both GAAP and non-GAAP measures of our financial performance may differ materially from our actual results and should not be relied upon as statements of fact. View source version on businesswire.com: https://www.businesswire.com/news/home/20260507795370/en/ Media Inquiries
media@indiesemi.com Investor Relations
ir@indiesemi.com Original: indie Reports First Quarter 2026 Results
US Market News
3月前
indie Announces Pricing of Private OfferingMarch 4, 2026 12:27 AM
Business Wire
indie Semiconductor, Inc. (“indie,” “we,” or “our”) (NASDAQ: INDI), an automotive solutions innovator, today announced the pricing of its offering of $150.0 million aggregate principal amount of its 4.00% Convertible Senior Notes due 2031 (the “notes”) through a private offering (the “offering”) to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). indie has also granted the initial purchasers in the offering an option to purchase, during a 13-day period beginning on, and including, the date on which the notes are first issued, up to an additional $25.0 million aggregate principal amount of notes. The offering is expected to close on March 6, 2026, subject to customary closing conditions.
The notes will be senior unsecured obligations of indie, and interest on the notes will be payable semiannually in arrears on March 15 and September 15 of each year, beginning on September 15, 2026. The notes will mature on March 15, 2031, unless earlier repurchased, redeemed or converted.
indie estimates that the net proceeds from the offering will be approximately $145.1 million (or approximately $169.4 million if the initial purchasers exercise their option to purchase additional notes in full), after deducting fees and estimated offering expenses payable by indie. indie intends to use approximately $107.8 million of the net proceeds from the offering to repurchase $104.0 million in aggregate principal amount of its 4.50% Convertible Senior Notes due 2027 (the “2027 notes”) (including accrued interest) pursuant to one or more separate and individually negotiated transactions entered into contemporaneously with the pricing of the offering with certain holders of such 2027 notes. indie intends to use the remainder of the net proceeds from the offering for working capital and general corporate purposes, which may include potential acquisitions. However, indie does not have agreements or understandings with respect to any acquisitions at this time.
indie may not redeem the notes prior to March 20, 2029. indie may redeem for cash all or any portion of the notes, at indie’s option, on or after March 20, 2029 if the last reported sale price of indie’s Class A common stock (the “common stock”), as determined by indie, has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which indie provides notice of redemption, at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. If indie redeems fewer than all the outstanding notes, at least $50.0 million aggregate principal amount of notes must be outstanding and not subject to redemption as of the relevant redemption notice date.
The notes will be convertible into cash, shares of common stock or a combination of cash and shares of common stock, at indie’s election, at an initial conversion rate of 258.3312 shares of common stock per $1,000 principal amount of notes, which is equivalent to an initial conversion price of approximately $3.87 per share of common stock. The initial conversion price of the notes represents a premium of approximately 22.5% over the last reported sale price of $3.16 per share of indie’s common stock on The Nasdaq Capital Market on March 3, 2026.
Prior to the close of business on the business day immediately preceding December 15, 2030, the notes will be convertible at the option of the holders only upon the satisfaction of certain conditions and during certain periods. Thereafter, until the close of business on the second scheduled trading day immediately preceding the maturity date, the notes will be convertible at the option of the holders at any time regardless of these conditions. If indie undergoes a “fundamental change” (as defined in the indenture governing the notes), holders may require indie to repurchase for cash all or any portion of their notes at a price equal to 100% of the principal amount of the notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date. In addition, if a “make-whole fundamental change” (as defined in the indenture governing the notes) occurs prior to the maturity date, or if indie delivers a notice of redemption, indie will, under certain circumstances, increase the conversion rate by a number of additional shares of common stock for notes that are converted in connection with such make-whole fundamental change or for notes called (or deemed called) for redemption that are converted in connection with such notice of redemption.
In connection with the repurchase of the 2027 notes, we expect that holders of such 2027 notes who have agreed to have such 2027 notes repurchased and who have hedged their equity price risk with respect to such notes (the “hedged holders”) will unwind all or part of their hedge positions by buying our common stock and/or entering into or unwinding various derivative transactions with respect to our common stock. The amount of our common stock to be purchased by the hedged holders or in connection with such derivative transactions may be substantial in relation to the historic average daily trading volume of our common stock. This activity by the hedged holders could increase (or reduce the size of any decrease in) the market price of our common stock, resulting in a higher effective conversion price of the notes. We cannot predict the magnitude of such market activity or the overall effect it will have on the price of our common stock.
The notes and the shares of common stock issuable upon conversion of the notes, if any, have not been, and will not be, registered under the Securities Act, or under any state securities laws, and may not be offered or sold in the United States without registration under, or an applicable exemption from, the registration requirements. This press release is not an offer to sell, nor is it a solicitation of an offer to buy, these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any state or any jurisdiction. Nothing in this press release shall be deemed an offer to purchase the Company’s 2027 notes. This press release is issued pursuant to Rule 135c under the Securities Act.
Safe Harbor Statement
This communication contains “forward-looking statements” (including within the meaning of the Private Securities Litigation Reform Act of 1995). Such statements can be identified by words such as “will likely result,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” “plan,” “project,” “outlook,” “should,” “could,” “may” or words of similar meaning and include, but are not limited to, statements regarding our future business and financial performance and prospects, including our expectations regarding the offering of notes described in this press release, the completion, timing and size of the offering, and the anticipated use of proceeds therefrom, including the expected repurchases of the 2027 notes (and the potential impact thereof on the price of our common stock). Such forward-looking statements are based upon the current beliefs and expectations of our management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond our control. Actual results and the timing of events may differ materially from the results included in such forward-looking statements. Please refer to our most recent Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the SEC on February 27, 2026 and our other public reports filed with the SEC for additional information about our company and about the risks and uncertainties related to our business which may affect the statements made in this communication. All forward-looking statements in this press release are expressly qualified in their entirety by the foregoing cautionary statements.
Investors are cautioned not to place undue reliance on the forward-looking statements in this press release, which information set forth herein speaks only as of the date hereof. We do not undertake, and we expressly disclaim, any intention or obligation to update any forward-looking statements made in this announcement or in our other public filings, whether as a result of new information, future events or otherwise, except as required by law.
#indieSemi_Corporate
View source version on businesswire.com: https://www.businesswire.com/news/home/20260303790602/en/
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Original: indie Announces Pricing of Private Offering
US Market News
4月前
indie Reports Fourth Quarter 2025 ResultsFebruary 19, 2026 4:30 PM
Business Wire
Delivered Q4 2025 Revenue of $58M, up 8% sequentially, exceeding the midpoint of the outlook by $1M
Commenced first radar chipset shipments to Tier 1 partner
indie Semiconductor, Inc. (Nasdaq: INDI), an automotive solutions innovator, today announced fourth quarter results for the period ended December 31, 2025. Q4 revenue was $58.0 million. On a GAAP basis, fourth quarter 2025 operating loss was $33.9 million compared to $33.9 million a year ago. Non-GAAP operating loss for the fourth quarter of 2025 was $10.1 million, compared to $14.2 million a year ago, representing continued progress towards profitability. Fourth quarter 2025 GAAP loss per share was $0.16, while Non-GAAP loss per share was $0.07.
"indie delivered solid fourth quarter results, exceeding the midpoint of our outlook," said Donald McClymont, indie's co-founder and chief executive officer. "Our Tier 1 partner’s radar launch and our first chipset shipments marked a key milestone. Coupled with the addition of the adjacent high-growth humanoid robotics market, indie is well positioned to drive continued growth."
Business Highlights
Commenced radar chipset shipments to Tier 1 partner
iND880 design win with Chinese EV manufacturer for camera monitoring, ramping mid-2026
Completed emotion3D integration, expanding perception software ecosystem
Announced strategic perception software partnership with Mahindra for XEV 93 and BE 6 Electric Origin SUVs
Awarded DFB laser design win for non-automotive LiDAR application; secured largest LXM laser booking
Qi 2.0 wireless charging production expected in first half of 2026 with Ford
Q1 2026 Outlook
For the first quarter of 2026, indie expects revenue to be between $52 million and $58 million, or $55 million at the midpoint. We anticipate a decline in the first quarter revenue from our Wuxi indie Micro subsidiary to $21 million, and we expect revenue from our core business to grow by 20% sequentially to $34 million at the midpoint.
indie’s Q4 2025 Conference Call
indie Semiconductor will host a conference call with analysts to discuss its fourth quarter 2025 results and business outlook today at 5:00 p.m. Eastern time. To listen to the conference call via the Internet, please go to the Financials tab on the Investors page of indie’s website. To listen to the conference call via telephone, please call (877) 451-6152 (domestic) or (201) 389-0879 (international), Conference ID: 13757408.
A replay of the conference call will be available beginning at 9:00 p.m. Eastern time on February 19, 2026, until 11:59 p.m. Eastern time on March 5, 2026, under the Financials tab on the Investors page of indie’s website, or by calling (844) 512-2921 (domestic) or (412) 317-6671 (international), Access ID: 13757408.
About indie
Headquartered in Aliso Viejo, CA, indie is empowering the automotive revolution with next-generation semiconductors, photonics, and perception software platforms. We focus on developing innovative, high-performance, and energy-efficient mixed-signal SoCs and system solutions for ADAS and adjacent industrial applications, including humanoid robotics, and quantum technology. Our sensors span all major modalities (Radar, Computer Vision, LiDAR, and Ultrasound), accelerating the proliferation of automated vehicle safety and sensing features. As a global innovator, we are an approved vendor to Tier 1 partners, and our solutions can be found in marquee automotive OEMs worldwide.
Please visit us at www.indie.inc to learn more.
Safe Harbor Statement
This communication contains “forward-looking statements” (including within the meaning of Section 21E of the United States Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended). Such statements can be identified by words such as “will likely result,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” “plan,” “project,” “outlook,” “should,” “could,” “may” or words of similar meaning and include, but are not limited to, projected financial information, statements regarding our future business and financial performance and prospects, including statements regarding our continued growth and progress towards profitability, and the addition of adjacent markets including high-growth humanoid robotics. Such forward-looking statements are based upon the current beliefs and expectations of our management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond our control. Actual results and the timing of events may differ materially from the results included in such forward-looking statements. In addition to the factors previously disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed with the SEC on March 3, 2025, as supplemented by our Quarterly Reports on Form 10-Q and in our other public reports filed with the SEC (including those identified under “Risk Factors” therein), the following factors, among others, could cause actual results and the timing of events to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: macroeconomic conditions, including inflation, rising interest rates and volatility in the credit and financial markets, our reliance on contract manufacturing and outsourced supply chain and the availability of semiconductors and manufacturing capacity; competitive products and pricing pressures; our ability to win competitive bid selection processes and achieve additional design wins; the impact of the pending sale of our entire equity interest in Wuxi indie Microelectronics Technology Co., Ltd. and any potential adverse effects of such sale on our business, financial condition, operating results and stock price; the impact of recent acquisitions made and any other acquisitions we may make, including our ability to successfully integrate acquired businesses and risks that the anticipated benefits of any acquisitions may not be fully realized or take longer to realize than expected; our ability to develop, market and gain acceptance for new and enhanced products and expand into new technologies and markets; current and potential trade restrictions and trade tensions, including trade and tariff actions taken or proposed by the US government affecting the countries where we operate; and political or economic instability in our target markets. All forward-looking statements in this press release are expressly qualified in their entirety by the foregoing cautionary statements.
Investors are cautioned not to place undue reliance on the forward-looking statements in this press release, which information set forth herein speaks only as of the date hereof. We do not undertake, and we expressly disclaim, any intention or obligation to update any forward-looking statements made in this announcement or in our other public filings, whether as a result of new information, future events or otherwise, except as required by law.
#indieSemi_Earnings
INDIE SEMICONDUCTOR, INC.
PRELIMINARY CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in thousands, except share and per share amounts)
(Unaudited)
Three Months Ended
December 31,
Year Ended
December 31,
2025
2024
2025
2024
Revenue:
Product revenue
$
55,748
$
53,826
$
206,961
$
202,698
Contract revenue
2,259
4,183
10,433
13,984
Total revenue
58,007
58,009
217,394
216,682
Operating expenses:
Cost of goods sold
36,368
33,313
130,762
126,373
Research and development
35,518
38,254
154,092
175,112
Selling, general, and administrative
19,151
20,328
77,689
80,945
Restructuring costs
916
10
9,066
4,332
Total operating expenses
91,953
91,905
371,609
386,762
Loss from operations
(33,946
)
(33,896
)
(154,215
)
(170,080
)
Other income (expense), net:
Interest income
1,144
1,209
7,292
4,588
Interest expense
(4,251
)
(2,838
)
(17,642
)
(9,258
)
Gain from change in fair value of contingent considerations and acquisition-related holdbacks
2,071
874
6,970
29,041
Gain from extinguishment of debt
—
—
2,623
—
Other income (expense)
(498
)
(302
)
266
(400
)
Total other income (expense), net
(1,534
)
(1,057
)
(491
)
23,971
Net loss before income taxes
(35,480
)
(34,953
)
(154,706
)
(146,109
)
Income tax benefit
3,271
584
3,013
1,922
Net loss
(32,209
)
(34,369
)
(151,693
)
(144,187
)
Less: Net loss attributable to noncontrolling interest
(110
)
(1,787
)
(7,720
)
(11,584
)
Net loss attributable to indie Semiconductor, Inc.
$
(32,099
)
$
(32,582
)
$
(143,973
)
$
(132,603
)
Net loss attributable to common shares — basic
$
(32,099
)
$
(32,582
)
$
(143,973
)
$
(132,603
)
Net loss attributable to common shares — diluted
$
(32,099
)
$
(32,582
)
$
(143,973
)
$
(132,603
)
Net loss per share attributable to common shares — basic
$
(0.16
)
$
(0.18
)
$
(0.73
)
$
(0.76
)
Net loss per share attributable to common shares — diluted
$
(0.16
)
$
(0.18
)
$
(0.73
)
$
(0.76
)
Weighted average common shares outstanding — basic
203,063,167
185,682,996
197,246,432
175,029,650
Weighted average common shares outstanding — diluted
203,063,167
185,682,996
197,246,432
175,029,650
INDIE SEMICONDUCTOR, INC.
PRELIMINARY CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts in thousands)
(Unaudited)
December 31,
2025
December 31,
2024
Assets
Current assets:
Cash and cash equivalents
$
145,456
$
274,248
Restricted cash
10,285
10,300
Accounts receivable, net of allowance for doubtful accounts
57,485
52,005
Inventory
48,618
49,887
Prepaid expenses and other current assets
23,924
22,308
Total current assets
285,768
408,748
Property and equipment, net
43,349
34,281
Intangible assets, net
195,908
208,944
Goodwill
292,644
266,368
Operating lease right-of-use assets
14,363
16,107
Other assets and deposits
8,754
6,938
Total assets
$
840,786
$
941,386
Liabilities and stockholders' equity
Accounts payable
$
23,120
$
28,326
Accrued payroll liabilities
9,889
5,573
Contingent considerations
611
3,589
Accrued expenses and other current liabilities
24,771
29,297
Intangible asset contract liability
5,875
5,875
Current debt obligations
13,567
12,220
Total current liabilities
77,833
84,880
Long-term debt, net of current portion
339,834
369,097
Intangible asset contract liability, net of current portion
5,705
11,965
Deferred tax liabilities, non-current
14,198
11,660
Operating lease liability, non-current
13,046
14,278
Other long-term liabilities
7,444
4,111
Total liabilities
458,060
495,991
Commitments and contingencies
Stockholders' equity
Preferred stock
—
—
Class A common stock
20
19
Class V common stock
2
2
Additional paid-in capital
998,730
936,564
Accumulated deficit
(638,017
)
(494,044
)
Accumulated other comprehensive loss
(3,917
)
(24,655
)
indie's stockholders' equity
356,818
417,886
Noncontrolling interest
25,908
27,509
Total stockholders' equity
382,726
445,395
Total liabilities and stockholders' equity
$
840,786
$
941,386
INDIE SEMICONDUCTOR, INC.
RECONCILIATION OF PRELIMINARY NON-GAAP MEASURES TO GAAP
(Unaudited)
GAAP refers to financial information presented in accordance with U.S. Generally Accepted Accounting Principles. This press release includes non-GAAP financial measures, as defined in Regulation G promulgated by the Securities and Exchange Commission. We believe that our presentation of non-GAAP financial measures provides useful supplementary information to investors. The presentation of non-GAAP financial measures is not meant to be considered in isolation from or as a substitute for results prepared in accordance with GAAP.
The reconciliations of our preliminary GAAP to non-GAAP measures are as follows (in thousands, except share and per share amounts):
Three Months Ended
December 31,
Year Ended
December 31,
2025
2024
2025
2024
Computation of non-GAAP operating loss:
GAAP loss from operations
$
(33,946
)
$
(33,896
)
$
(154,215
)
$
(170,080
)
Acquisition related and other non-recurring professional expenses
411
1,648
935
5,596
Amortization of intangible assets
7,442
5,786
26,653
25,645
Inventory cost realignments
—
—
—
145
Share-based compensation
15,045
12,258
66,531
68,997
Restructuring
916
10
9,066
4,332
Non-GAAP operating loss
$
(10,132
)
$
(14,194
)
$
(51,030
)
$
(65,365
)
Three Months Ended
December 31,
Year Ended
December 31,
2025
2024
2025
2024
Computation of non-GAAP net loss:
Net loss
$
(32,209
)
$
(34,369
)
$
(151,693
)
$
(144,187
)
Acquisition related and other non-recurring professional expenses
411
1,648
935
5,596
Amortization of intangible assets
7,442
5,786
26,653
25,645
Inventory cost realignments
—
—
—
145
Share-based compensation
15,045
12,258
66,531
68,997
Restructuring
916
10
9,066
4,332
Gain from change in fair value of contingent considerations and acquisition-related holdbacks
(2,071
)
(874
)
(6,970
)
(29,041
)
Gain from extinguishment of debt
—
—
(2,623
)
—
Other (income) expense
498
302
(266
)
400
Non-cash interest expense
821
409
2,888
1,172
Income tax benefit
(3,271
)
(584
)
(3,013
)
(1,922
)
Non-GAAP net loss
$
(12,418
)
$
(15,414
)
$
(58,492
)
$
(68,863
)
Three Months Ended
December 31,
Year Ended
December 31,
2025
2024
2025
2024
Computation of Adjusted EBITDA:
Net loss
$
(32,209
)
$
(34,369
)
$
(151,693
)
$
(144,187
)
Interest income
(1,144
)
(1,209
)
(7,292
)
(4,588
)
Interest expense
4,251
2,838
17,642
9,258
Gain from change in fair value of contingent considerations and acquisition-related holdbacks
(2,071
)
(874
)
(6,970
)
(29,041
)
Gain from extinguishment of debt
—
—
(2,623
)
—
Other (income) expense
498
302
(266
)
400
Acquisition related and other non-recurring professional expenses
411
1,648
935
5,596
Depreciation and amortization
9,694
7,673
35,079
32,489
Inventory cost realignments
—
—
—
145
Share-based compensation
15,045
12,258
66,531
68,997
Restructuring
916
10
9,066
4,332
Income tax benefit
(3,271
)
(584
)
(3,013
)
(1,922
)
Adjusted EBITDA
$
(7,880
)
$
(12,307
)
$
(42,604
)
$
(58,521
)
For the Three Months
Ended December 31, 2025
Computation of non-GAAP share count:
Weighted Average Class A common stock - Basic
203,063,167
Weighted Average Class V common stock - Basic
16,802,773
TeraXion Unexercised Options
503,390
Non-GAAP share count
220,369,330
Non-GAAP net loss
$
(12,418
)
Less: Non-GAAP net income attributable to noncontrolling interest in Wuxi
2,335
Non-GAAP net loss attributable to indie Semiconductor, Inc.
$
(14,753
)
Non-GAAP net loss per share attributable to indie Semiconductor, Inc.
$
(0.07
)
Discussion Regarding the Use of Non-GAAP Financial Measures
Our earnings release contains some or all of the following financial measures that have not been calculated in accordance with United States Generally Accepted Accounting Principles (“GAAP”): (i) non-GAAP operating loss, (iii) non-GAAP net loss, (iii) Adjusted EBITDA, (iv) non-GAAP share count and (v) non-GAAP net loss per share. As set forth in the tables above, we derive such non-GAAP financial measures by excluding certain expenses and other items from the respective GAAP financial measure that is most directly comparable to each non-GAAP financial measure. Management may use these non-GAAP financial measures to, amongst other things, evaluate operating performance and compare it against past periods or against peer companies, make operating decisions, forecast for future periods and to determine payments under compensation programs. These non-GAAP financial measures provide management with additional means to understand and evaluate the operating results and trends in our ongoing business by eliminating certain expenses and other items that management believes might otherwise make comparisons of our ongoing business with prior periods and competitors more difficult, obscure trends in ongoing operations or improve management’s ability to forecast future periods.
We provide investors with non-GAAP operating loss, non-GAAP net loss and non-GAAP net loss per share because we believe it is important for investors to be able to closely monitor and understand changes in our ability to generate income from ongoing business operations. We believe these non-GAAP financial measures give investors an additional method to evaluate historical operating performance and identify trends, an additional means of evaluating period-over-period operating performance and a method to facilitate certain comparisons of our operating results to those of our peer companies. We further believe these non-GAAP financial measures allow investors to assess the overall financial performance of our ongoing operations by eliminating the impact of (i) acquisition-related and other non-recurring professional expenses (including acquisition-related or other non-recurring professional fees and legal expenses, deemed compensation expense and expenses recognized in relation to changes in contingent consideration obligations), (ii) amortization of acquisition-related intangibles and certain license rights, (iii) restructuring costs, (iv) gains or losses recognized in relation to changes in the fair value of contingent considerations issued by indie, acquisition-related holdbacks and unrealized gains or losses from currency hedging contracts, (v) non-cash interest expenses related to the amortization of debt discounts and issuance costs, (vi) share-based compensation, and (vii) income tax benefit (provision). We believe that disclosing these non-GAAP financial measures contributes to enhanced financial reporting transparency and provides investors with added clarity about complex financial performance measures.
We do not report a GAAP measure of gross profit or gross margin because certain costs related to contract revenues are expensed as incurred and included in research and development expenses, and not in cost of sales, as it is not practicable for us to bifurcate these expenses. We calculate non-GAAP operating loss by excluding from GAAP operating loss, any (i) acquisition-related and other non-recurring professional expenses (including acquisition-related or other non-recurring professional fees and legal expenses, deemed compensation expense and expenses recognized in relation to changes in contingent consideration obligations), (ii) amortization of acquisition-related intangibles and certain license rights, (iii) inventory cost realignments, (iv) restructuring costs and (v) share-based compensation. We calculate non-GAAP net loss by excluding from GAAP net income (loss), any (i) acquisition-related and other non-recurring professional expenses (including acquisition-related or non-recurring professional fees and legal expenses, deemed compensation expense and expenses recognized in relation to changes in contingent consideration obligations), (ii) amortization of acquisition-related intangibles and certain license rights, (iii) inventory cost realignments, (iv) restructuring costs, (v) gains or losses recognized in relation to changes in the fair value of contingent considerations issued by indie, acquisition-related holdbacks and unrealized gains or losses from currency hedging contracts, (vi) non-cash interest expenses related to the amortization of debt discounts and issuance costs, (vii) share-based compensation, and (viii) income tax benefit (provision). We calculate Adjusted EBITDA by excluding from GAAP net income (loss), any (i) acquisition-related and other non-recurring professional expenses (including acquisition-related or non-recurring professional fees and legal expenses, deemed compensation expense and expenses recognized in relation to changes in contingent consideration obligations), (ii) amortization of acquisition-related intangibles and certain license rights, (iii) depreciation of fixed assets, (iv) inventory cost realignments, (v) restructuring costs, (vi) gains or losses recognized in relation to changes in the fair value of contingent considerations issued by indie, acquisition-related holdbacks and unrealized gains or losses from currency hedging contracts, (vii) non-cash interest expenses related to the amortization of debt discounts and issuance costs, (viii) share-based compensation, and (ix) income tax benefit (provision). We calculate non-GAAP share count by adding (i) weighted average Class A common stock, (ii) weighted average Class V common stock held by minority shareholders, which are exchangeable into Class A common stock and (iii) vested but unexercised options issued as part of the TeraXion acquisition. While both weighted average Class V common stock and vested but unexercised options issued as part of the TeraXion acquisition are considered anti-dilutive under ASC 260, therefore excluded from the GAAP earnings per share calculation, management includes both categories in this non-GAAP presentation because they will convert into Class A common stock over time. Management believes that including these categories provides investors with a more transparent view of the Company’s capital structure and potential impact of such conversions. Non-GAAP net loss per share is calculated by dividing non-GAAP net loss by non-GAAP share count.
We exclude the items identified above from the respective non-GAAP financial measure referenced above for the reasons set forth with respect to each such excluded item below:
Acquisition-related and other non-recurring professional expenses - including such items as, when applicable, fair value charges incurred upon the sale of acquired inventory, accounting impact to the cost of goods sold due to one-time inventory costing realignment with a specific supplier, acquisition-related professional fees and legal expenses and other professional fees that are non-recurring in nature because they are not considered by management in making operating decisions and we believe that such expenses do not have a direct correlation to our future business operations and thereby including such charges do not necessarily reflect the performance of our ongoing operations for the period in which such charges or reversals are incurred.
Amortization expenses - related to the amortization expense for acquired intangible assets and certain license rights.
Depreciation expenses - related to the depreciation expenses for all property and equipment on hand.
Inventory cost realignments - related to the supplier allocation premiums introduced during COVID that is currently incorporated in our inventory cost but have since been eliminated going forward. The impact of this premium is deemed non-recurring and therefore not considered by management in its evaluation of the ongoing performance of the business.
Share-based compensation - related to the non-cash compensation expense associated with equity awards granted to our employees (including those granted in lieu of cash compensation) and employer tax related to employee stock transactions. These expenses are not considered by management in making operating decisions and such expenses do not have a direct correlation to our future business operations.
Restructuring costs - related to the one-time expenses the Company incurs to reorganize its operations, which is primarily related to workforce reduction, long-lived intangible asset impairment, facilities and other purchase commitment charges.
Gain (loss) from change in fair values - because these adjustments (1) are not considered by management in making operating decisions, (2) are not directly controlled by management, (3) do not necessarily reflect the performance of our ongoing operations for the period in which such charges are recognized and (4) cannot make comparisons between peer company performance less reliable.
Non-cash interest expense - related to the amortization of debt discounts and issuance costs because (1) these expenses are not considered by management in making decision with respect to financing decisions, and (2) these generally reflect non-cash costs.
Income tax benefit (provision) - related to the estimated income tax benefit (provision) that does not result in a current period tax refunds (payments).
The non-GAAP financial measures presented should not be considered in isolation and are not an alternative for the respective GAAP financial measure that is most directly comparable to each such non-GAAP financial measure. Investors are cautioned against placing undue reliance on these non-GAAP financial measures and are urged to review and consider carefully the adjustments made by management to the most directly comparable GAAP financial measures to arrive at these non-GAAP financial measures. Non-GAAP financial measures may have limited value as analytical tools because they may exclude certain expenses that some investors consider important in evaluating our operating performance or ongoing business performance. Further, non-GAAP financial measures are likely to have limited value for purposes of drawing comparisons between companies as a result of different companies potentially calculating similarly titled non-GAAP financial measures in different ways because non-GAAP measures are not based on any comprehensive set of accounting rules or principles.
Adjusted EBITDA is calculated by removing non-recurring, irregular and one-time items that may distort EBITDA, to the current non-GAAP financial measures. We calculate Adjusted EBITDA by excluding from GAAP net income (loss), any (i) acquisition-related and other non-recurring expenses (including acquisition-related or other non-recurring professional fees and legal expenses, deemed compensation expense and expenses recognized in relation to changes in contingent consideration obligations), (ii) amortization of acquisition-related intangibles and certain license rights, (iii) depreciation of property, plant and equipment, (iv) inventory cost realignments, (v) restructuring costs, (vi) gains or losses recognized in relation to changes in the fair value of contingent considerations issued by indie, acquisition-related holdbacks and unrealized gains or losses from currency hedging contracts, (vii) non-cash interest expenses related to the amortization of debt discounts and issuance costs, (viii) share-based compensation, and (viii) income tax benefit (provision).
To the extent our disclosures contain forward-looking estimates of non-GAAP financial measures, these measures are provided to investors on a prospective basis for the same reasons (set forth above) we provide them to investors on a historical basis. We are generally unable to provide a reconciliation of our forward-looking non-GAAP measures because certain information needed to make a reasonable forward-looking estimate of such non-GAAP measures are difficult to predict and estimate and is often dependent on future events that may be uncertain or outside of our control and, therefore, is not available without unreasonable efforts. Such events may include unanticipated changes in our GAAP effective tax rate, unanticipated one-time charges related to asset impairments (fixed assets, inventory, intangibles, or goodwill), unanticipated acquisition-related and other non-recurring professional expenses, unanticipated settlements, gains, losses and impairments and other unanticipated items not reflective of ongoing operations. Our forward-looking estimates of both GAAP and non-GAAP measures of our financial performance may differ materially from our actual results and should not be relied upon as statements of fact.
View source version on businesswire.com: https://www.businesswire.com/news/home/20260219739979/en/
Media Inquiries
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Investor Relations
ir@indiesemi.com
Original: indie Reports Fourth Quarter 2025 Results
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