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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

 

 

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported): December 7, 2022

 

Mobileye Global Inc.

(Exact Name of the Registrant as Specified in Charter)

 

Delaware   001-41541   88-0666433

(State or Other Jurisdiction

of Incorporation)

  (Commission
File Number)
 

(IRS Employer

Identification No.)

 

c/o Mobileye B.V.

Har Hotzvim, 13 Hartom Street

P.O. Box 45157

Jerusalem 9777513, Israel

 (Address of Principal Executive Offices)

9777513 
(Zip Code)

 

Registrant’s telephone number, including area code: +972-2-541-7333

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class: Trading symbol(s) Name of exchange on which
registered
Class A common stock, $0.01 par value MBLY Nasdaq Global Select Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

 

 

Item 2.02.   Results of Operations and Financial Condition.

 

On December 7, Mobileye Global Inc. issued a press release announcing its financial results for the quarter ended October 1, 2022. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

 

The information contained in this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

 

Item 9.01.   Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.   Description
     
99.1   Press release issued by Mobileye Global Inc. on December 7, 2022
     
104   Cover Page Interactive Data File (embedded within the inline XBRL document)

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    MOBILEYE GLOBAL INC.
   
  By: /s/ Anat Heller
    Name: Anat Heller
    Title: Chief Financial Officer

 

Date: December 7, 2022

 

 

Exhibit 99.1

 

 

Mobileye Discloses Third Quarter 2022 Results and Business Update

 

·Revenue increased 38% year over year to $450 million in the third quarter.

 

·Future business backlog continues to grow, with design wins achieved in 2022 (through Oct 1, 2022) projected to generate future volume of 54 million systems by 2030. This compares to 24 million systems delivered in 2022 (through Oct 1, 2022).1

 

·Our newer advanced ADAS products, such as SuperVisionTM, contributed meaningfully to our revenue growth and resulted in Average System Price2 increasing to $53.0 in third quarter 2022 from $45.7 in the prior year period.
   
 ·Generated net cash from operating activities of $395 million in the 9 months ended October 1, 2022.

 

JERUSALEM – Dec. 7, 2022 – Mobileye Global Inc. (Nasdaq: MBLY) (“Mobileye”) today released its financial results for the three months ending October 1, 2022 (Q3 2022) in a 10-Q filing and provided a general business update.

 

“Our recently-completed IPO is a major milestone for Mobileye and enhances our ability to create value for all stakeholders,” said Mobileye President and CEO Prof. Amnon Shashua. “Our time as an Intel subsidiary, operating largely in stealth, was very successful. We built upon our leadership position in ADAS while at the same time productized an advanced set of technology building blocks that support a product portfolio spanning the entire ADAS to AV spectrum.”

 

“Our excellent third quarter performance is an early indication of the success of our strategy. Our established base ADAS products continue to generate strong growth and profitability while our advanced portfolio is beginning to contribute significantly, particularly by boosting average system price. Initial market success of products such as SuperVisionTM is also driving increased business traction. Customers see the potential to drive profit and product differentiation in the near-term, while taking a meaningful step towards future ‘eyes off’ consumer AV systems which can be added to SuperVisionTM in a modular way. We will discuss these trends in more detail at my annual address at CES (11:00am PT on January 5th).”

 

 

 

 

 

Third Quarter 2022 Business Highlights

 

·Business development activity remained robust. Projected future volumes from 2022 design wins achieved in the first nine months of 2022 totaled 54 million systems by 2030. This is more than two times actual shipments of 24 million systems in the same time period.1

 

·Three additional brands under the Geely Holding Group umbrella are set to globally launch models with Mobileye SuperVisionTM technology beginning next year. These design wins reflect the successful launch and software roll-out of this technology to more than 50,000 ZEEKR 001 vehicles since Q4 2021.

 

·Following the end of the third quarter, we completed an initial public offering (“IPO”). A total of 51.9 million shares were issued at $21 per share (including 4.762 million shares issued in a concurrent private placement), before underwriting discounts and commissions. This generated net proceeds of approximately $1.0 billion. In November 2022, we used approximately $0.9 billion out of the net proceeds to repay a portion of the indebtedness under the Dividend Note and Intel has contributed to Mobileye the remaining portion of the Dividend Note such that no amounts under the Dividend Note remain owed by us to Intel subsequent to the IPO.

 

Third Quarter 2022 Financial Summary and Key Explanations

 

GAAP
U.S dollars in millions  Q3 2022   Q3 2021   % Y/Y 
Revenue  $450   $326    38%
Gross Profit  $217   $153    42%
Gross Margin   48%   47%   +130 bps  
Operating Income (Loss)  $(25)  $(20)   (25)%
Operating Margin   (6)%   (6)%   +60 bps  
Net Income (Loss)  $(45)  $(26)   (73)%

 

Non-GAAP
U.S dollars in millions  Q3 2022   Q3 2021   % Y/Y 
Revenue  $450   $326    38%
Adjusted Gross Profit  $332   $253    31%
Adjusted Gross Margin   74%   78%   (380) bps
Adjusted Operating Income (Loss)  $143   $127    13%
Adjusted Operating Margin   32%   39%   (720) bps
Adjusted Net Income (Loss)  $114   $107    7%

 

 

 

 

 

·Revenue of $450 million increased 38% as compared to third quarter of 2021. EyeQ® SoC-related revenue grew 28% in the quarter. The remaining growth was generated by SuperVisionTM -related revenue, despite this product being less than 1% of our overall unit volume.

 

·Average System Price was $53.0 in third quarter 2022 as compared to $45.7 in the prior year period, driven primarily by increased mix of advanced products, mainly SuperVision as well as enhanced ADAS. Price increases to offset the increased cost of our EyeQ chip due to global inflationary pressures also contributed to the Average System Price increase, but to a lesser extent than the foregoing.

 

·Gross Margin increased by 130 basis points in the third quarter 2022 as compared to the prior year period. The increase in Gross Margin on a year over year basis was primarily due to the lower impact of the cost attributable to amortization of intangible assets as a percentage of revenues. This was partially offset by a downward impact on our gross margin of SuperVision™ sales contributing lower gross margin given the greater hardware this product contains, as well as the rise in the cost of our EyeQ® SoC due to the global semiconductor shortage and inflationary pressures, but to a lesser extent than the foregoing.

 

·Adjusted Gross Margin declined by 380 basis points in the third quarter 2022 as compared to the prior year period, in line with our expectations. This was primarily due to increased sales of SuperVisionTM, contributing lower percentage gross margin given the greater hardware content this product contains. Adjusted Gross Margin on our core EyeQ® SoC line of products remained stable in the high 70% range.

 

·Operating Margin was relatively unchanged on a year over year basis.

 

·Adjusted Operating Margin declined by 720 basis points in the third quarter 2022 as compared to the prior year period, in line with our expectations. The reduction in Adjusted Operating Margin on a year over year basis was primarily due to a decrease in adjusted gross margin (noted above) as well as higher R&D expenses to fund development and growth of our advanced product portfolio that we expect to drive significant revenue growth in future periods.

 

·Operating cash flow for the 9 months ended October 1, 2022 was $395 million. Purchases of property and equipment was $79 million for that same period.

 

1 In connection with our design wins, we typically receive preliminary estimates from OEMs of their anticipated production volumes for the models relating to those design wins, and we have included information in this release relating to the aggregate vehicles represented by certain of those estimates. Those estimates may be revised significantly by the OEMs, potentially multiple times, and may not be representative of future production volumes associated with those design wins, which could be significantly higher or lower than estimated.

 

2 Average System Price is calculated as the sum of revenue related to EyeQ and SuperVision systems, divided by the number of systems shipped.

 

 

 

 

 

Financial Guidance for the 2022 Fiscal Year

 

The following information reflects Mobileye’s expectations for Revenue and Adjusted Operating Income results for the year ending Dec 31, 2022. We believe Adjusted Operating Income (a non-GAAP metric) is an appropriate metric as it excludes significant non-cash expenses including: 1) Amortization charges relate to intangible assets consisting of developed technology, customer relationships, and brands as a result of Intel’s acquisition of Mobileye in 2017 and the acquisition of Moovit in 2020; 2) Stock-based compensation expense; and, 3) Non-recurring IPO-related expenses.

 

We estimate weighted average share count in the quarter ending December 31, 2022 to be 788 million basic shares and 790 million shares on a fully-diluted basis.

 

   FY 2022   Implied Q4 2022 
U.S dollars in millions  Low   High   Low   High 
Revenue  $1,831   $1,849   $527   $545 
Adjusted Operating Income   637    653    169    184 

 

Other than with respect to GAAP Revenue, we only provide guidance on a non-GAAP basis. We do not provide a reconciliation of forward-looking Adjusted Operating Income to Operating Income due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliations. These amounts may be material and, therefore, could result in the projected GAAP measure being materially different or less than the projected non-GAAP measure. These statements represent forward-looking information and may not represent a financial outlook, and actual results may vary. Please see the risks and assumptions referred to in the Forward-looking Statements section of this release.

 

 

 

 

 

Non-GAAP Financial Measures

 

This press release contains Adjusted Gross Profit and Margin, Adjusted Operating Income and Margin and Adjusted Net Income, which are financial measures not presented in accordance with GAAP. We define Adjusted Gross Profit as gross profit presented in accordance with GAAP, excluding amortization of acquisition related intangibles and share-based compensation expense. Adjusted Gross Margin is calculated as Adjusted Gross Profit divided by total revenue. We define Adjusted Operating Income as operating loss presented in accordance with GAAP, adjusted to exclude amortization of acquisition related intangibles, share-based compensation expenses and expenses related to our initial public offering that was completed on October 28, 2022, during the nine months ended October 1, 2022. Operating margin is calculated as operating loss divided by total revenue, and Adjusted Operating Margin is calculated as Adjusted Operating Income divided by total revenue. We define Adjusted Net Income as net loss presented in accordance with GAAP, adjusted to exclude amortization of acquisition related intangibles, and share-based compensation expense, and expenses related to our initial public offering that was completed on October 28, 2022, during the nine months ended October 1, 2022, as well as the related income tax effects. Income tax effects have been calculated using the applicable statutory tax rate for each adjustment taking into consideration the associated valuation allowance impacts. The adjustment for income tax effects consists primarily of the deferred tax impact of the amortization of acquired intangible assets.

 

We use such non-GAAP financial measures to make strategic decisions, establish business plans and forecasts, identify trends affecting our business, and evaluate performance. For example, we use these non-GAAP financial measures to assess our pricing and sourcing strategy, in the preparation of our annual operating budget, and as a measure of our operating performance. We believe that these non-GAAP financial measures, when taken collectively, may be helpful to investors because they allow for greater transparency into what measures our management uses in operating our business and measuring our performance, and enable comparison of financial trends and results between periods where items may vary independent of business performance. The non-GAAP financial measures are presented for supplemental informational purposes only, should not be considered a substitute for financial information presented in accordance with GAAP, and may be different from similarly titled non-GAAP measures used by other companies. A reconciliation is provided below for each non-GAAP financial measure to the most directly comparable financial measure presented in accordance with GAAP. Investors are encouraged to review the related GAAP financial measures and the reconciliation of these non-GAAP financial measures to their most directly comparable GAAP financial measures.

 

About Mobileye Global Inc.

 

Mobileye (Nasdaq: MBLY) leads the mobility revolution with its autonomous driving and driver-assistance technologies, harnessing world-renowned expertise in computer vision, artificial intelligence, mapping, and data analysis. Since its founding in 1999, Mobileye has pioneered such groundbreaking technologies as REM™ crowdsourced mapping, True Redundancy™ sensing, and Responsibility Sensitive Safety (RSS). These technologies are driving the ADAS and AV fields towards the future of mobility - enabling self-driving vehicles and mobility solutions, powering industry-leading advanced driver-assistance systems and delivering valuable intelligence to optimize mobility infrastructure. To date, more than 125 million vehicles worldwide have been built with Mobileye technology inside. In 2022 Mobileye listed as an independent company separate from Intel (Nasdaq: INTC), which retains majority ownership. For more information, visit https://www.mobileye.com.

 

“Mobileye,” the Mobileye logo and Mobileye product names are registered trademarks of Mobileye Global. All other marks are the property of their respective owners.

 

 

 

 

 

Forward-Looking Statements

 

Mobileye’s Business Outlook and other statements in this release that are not statements of historical fact, including statements about our beliefs and expectations, are forward-looking statements and should be evaluated as such. Forward-looking statements include information concerning possible or assumed future results of operations, including Mobileye’s 2022 full-year guidance and descriptions of our business plan and strategies. These statements often include words such as “anticipate,” “expect,” “suggests,” “plan,” “believe,” “intend,” “estimates,” “targets,” “projects,” “should,” “could,” “would,” “may,” “will,” “forecast,” or the negative of these terms, and other similar expressions, although not all forward-looking statements contain these words. We base these forward-looking statements or projections, including Mobileye’s full-year guidance, on our current expectations, plans and assumptions that we have made in light of our experience in the industry, as well as our perceptions of historical trends, current conditions, expected future developments and other factors we believe are appropriate under the circumstances and at such time. You should understand that these statements are not guarantees of performance or results. The forward-looking statements and projections are subject to and involve risks, uncertainties and assumptions and you should not place undue reliance on these forward-looking statements or projections. Although we believe that these forward-looking statements and projections are based on reasonable assumptions at the time they are made, you should be aware that many factors could affect our actual financial results or results of operations and could cause actual results to differ materially from those expressed in the forward-looking statements and projections.

 

 

 

 

 

Important factors that may materially affect such forward-looking statements and projections include the following: future business, social and environmental performance, goals and measures; our anticipated growth prospects and trends in markets and industries relevant to our business; business and investment plans; expectations about our ability to maintain or enhance our leadership position in the markets in which we participate; future consumer demand and behavior; future products and technology, and the expected availability and benefits of such products and technology; development of regulatory frameworks for current and future technology; projected cost and pricing trends; future production capacity and product supply; potential future benefits and competitive advantages associated with our technologies and architecture and the data we have accumulated; the future purchase, use and availability of products, components and services supplied by third parties, including third-party IP and manufacturing services; uncertain events or assumptions, including statements relating to our addressable markets, estimated vehicle production and market opportunity, potential production volumes associated with design wins and other characterizations of future events or circumstances; future responses to and effects of the COVID-19 pandemic; availability, uses, sufficiency and cost of capital and capital resources, including expected returns to stockholders such as dividends, and the expected timing of future dividends; tax- and accounting-related expectations.

 

Detailed information regarding these and other factors that could affect Mobileye’s business and results is included in Mobileye’s SEC filings, including the company’s Registration Statement (No. 333-267685) on Form S-1, particularly in the section entitled the “Risk Factors”. Copies of these filings may be obtained by visiting our Investor Relations website at ir.mobileye.com or the SEC’s website at www.sec.gov.

 

 

 

 

 

Third Quarter 2022 Financial Results

 

Mobileye Group

Condensed Combined Statements of Operations (Unaudited)

 

   Three months ended   Nine months ended 
U.S. dollars in millions, except share and per share amounts  October 1,
2022
   September 25,
2021
   October 1,
2022
   September 25,
2021
 
Revenue  $450   $326   $1,304   $1,030 
Cost of revenue   233    173    682    529 
                     
Gross profit   217    153    622    501 
Operating expenses                    
                     
Research and development, net   206    132    565    390 
Sales and marketing   27    33    91    98 
General and administrative   9    8    27    26 
                     
Total operating expenses   242    173    683    514 
Operating income (loss)   (25)   (20)   (61)   (13)
Interest income with related party   5    -    9    2 
Interest expense with related party   (11)   -    (20)   - 
Other income (expense), net   1    -    6    - 
                     
Income (loss) before income taxes   (30)   (20)   (66)   (11)
Benefit (provision) for income taxes   (15)   (6)   (46)   (11)
                     
Net income (loss)  $(45)  $(26)  $(112)  $(22)
Earnings (loss) per share:                    
Basic and diluted  $(0.06)  $(0.03)  $(0.15  $(0.03)
                     
Weighted-average number of shares used in computation of earnings (loss) per share (in millions):                    
Basic and diluted   750    750    750    750 

 

 

 

 

 

Mobileye Group

Condensed Combined Balance Sheets (Unaudited)

 

   October 1,   December 25, 
U.S. dollars in millions   2022   2021 
Assets          
Current assets          
Cash and cash equivalents   871    616 
Trade account receivables, net   222    155 
Inventories   105    97 
Related party loan   901    1,326 
Other current assets   63    76 
Total current assets   2,162    2,270 
Non-current assets          
Property and equipment, net   354    304 
Intangible assets, net   2,658    3,071 
Goodwill   10,895    10,895 
Other long-term assets   95    115 
Total non-current assets   14,002    14,385 
TOTAL ASSETS   16,164    16,655 
Liabilities and Equity           
Current liabilities          
Accounts payable and accrued expenses   160    160 
Employee related accrued expenses   75    102 
Related party payable   966    163 
Dividend Note with related party   3,520     
Other current liabilities   59    49 
Total current liabilities   4,780    474 
Non-current liabilities          
Long-term employee benefits   54    94 
Deferred tax liabilities   162    181 
Other long-term liabilities   8    17 
Total non-current liabilities   224    292 
TOTAL LIABILITIES   5,004    766 
Equity          
Parent net investment   11,178    15,884 
Accumulated other comprehensive income (loss)   (18)   5 
TOTAL EQUITY   11,160    15,889 
           
TOTAL LIABILITIES AND EQUITY   16,164    16,655 

 

 

 

 

 

Mobileye Group

Condensed Combined Statements of Cash Flows (Unaudited)

 

   Nine months ended   Nine months ended 
U.S. dollars in millions  October 1,
2022
   September 25,
2021
 
CASH FLOWS FROM OPERATING ACTIVITIES          
Net income (loss)   (112)   (22)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:          
Depreciation of property and equipment   17    12 
Share-based compensation   112    73 
Amortization of intangible assets   413    368 
Other   35    (27)
Changes in operating assets and liabilities:          
Decrease (increase) in trade accounts receivables   (67)   (57)
Decrease (increase) in other current assets   28    (4)
Decrease (increase) in inventories   (8)   30 
Increase (decrease) in account payables and accrued expenses   22    31 
Increase (decrease) in employee-related accrued expenses and long term benefits   (67)   20 
Increase (decrease) in other current-liabilities   10    15 
Decrease (increase) in other long term assets   15    (1)
Increase (decrease) in long-term liabilities   (3)    
Net cash provided by operating activities   395    438 
CASH FLOWS FROM INVESTING ACTIVITIES          
Purchase of property and equipment   (79)   (98)
Repayments of loan due from related party   734     
Issuance of loan to related party    (336)   (390)
Net cash provided by (used in) investing activities   319    (488)
CASH FLOWS FROM FINANCING ACTIVITIES          
Net transfers from Parent   99    69 
Dividend paid   (336)    
Share-based compensation recharge   (200)    
Deferred offering costs   (14)    
Changes in withholding tax related to employee stock plans       (2)
Net cash provided by (used in) financing activities   (451)   67 
Effect of foreign exchange rate changes on cash and cash equivalents   (6)    
Increase in cash, cash equivalents and restricted cash   257    17 
Balance of cash, cash equivalents and restricted cash, at beginning of year   625    93 
Balance of cash, cash equivalents and restricted cash, at end of period   882    110 

 

 

 

 

 

Mobileye Group

Reconciliation of GAAP Gross Profit and Gross Margin to Non-GAAP Adjusted Gross Profit and Adjusted Gross Margin (Unaudited)3

 

   Three Months Ended   Nine Months Ended 
   October 1,   September 25,   October 1,   September 25, 
   2022   2021   2022   2021 
U.S. dollars in millions  Amount   % of
Revenue
   Amount   % of
Revenue
   Amount   % of
Revenue
   Amount   % of
Revenue
 
Gross profit  $217    48%  $153    47%  $622    48%  $501    49%
Add: Amortization of acquired intangible assets   115    26%   100    31%   355    27%   300    29%
Add: Share-based compensation expense   -    -    -    -    -    -    -    - 
Adjusted Gross Profit  $332    74%  $253    78%  $977    75%  $801    78%

 

3 Adjusted gross margin is calculated as adjusted gross profit as a percentage of revenue

 

Mobileye Group

Reconciliation of GAAP Operating Income and Operating Margin to Non-GAAP Adjusted Operating Income and Operating Margin (Unaudited)4

 

   Three Months Ended   Nine Months Ended 
   October 1,   September 25,   October 1,   September 25, 
   2022   2021   2022   2021 
U.S. dollars in millions  Amount   % of
Revenue
   Amount   % of
Revenue
   Amount   % of
Revenue
   Amount   % of
Revenue
 
Operating income (loss)  $(25)   (6)%  $(20)   (6)%  $(61)   (5)%  $(13)   (1)%
Add: Amortization of acquired intangible assets   131    29%   123    38%   413    32%   368    36%
Add: Expenses related to the IPO   1    0%   -    -   4    0%   -    -
Add: Share-based compensation expense   36    8%   24    7%   112    9%   73    7%
Adjusted Operating Income  $143    32%  $127    39%  $468    36%  $428    42%

 

4 Adjusted operating margin is calculated as adjusted operating income as a percentage of revenue

 

 

 

 

 

Mobileye Group

Reconciliation of GAAP Net Income to Non-GAAP Adjusted Net Income (Unaudited)

 

   Three Months Ended   Nine Months Ended 
U.S. dollars in millions  October 1,
2022
   September 25,
2021
   October 1,
2022
   September 25,
2021
 
Net income (loss)  $(45)  $(26)  $(112)  $(22)
Add: Amortization of acquired intangible assets   131    123    413    368 
Add: Expenses related to the IPO   1    -    4    - 
Add: Share-based compensation expense   36    24    112    73 
Less: Income tax effects   (9)   (14)   (27)   (42)
Adjusted Net Income  $114   $107   $390   $377 

 

Supplemental Information (Unaudited) – Average System Price

 

   Q3 2021   Q4 2021   Q1 2022   Q2 2022   Q3 2022 
EyeQ and SuperVision revenue (U.S. dollars in millions)  $308   $337   $378   $441   $432 
Number of systems shipped (in millions)   6.7    7.0    7.4    8.5    8.2 
Average system price (U.S. dollars)  $45.7   $48.3   $51.0   $52.0   $53.0 

 

Contacts

 

Dan Galves

Investor Relations

investors@mobileye.com

 

Justin Hyde

Media Relations

justin.hyde@mobileye.com