UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
For the quarterly period ended
OR
For the transition period from to .
Commission file number
(Exact name of registrant as specified in its charter)
| ||
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
c/o Mobileye B.V. | + | |
(Address of principal executive offices) (Zip Code) | (Registrant’s telephone number, including area code) |
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class |
| Trading Symbol |
| Name of Each Exchange on Which Registered |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ |
| Accelerated filer ☐ |
Smaller reporting company | ||
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.
☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No
There were
MOBILEYE GLOBAL INC.
FORM 10-Q
For the quarterly period ended April 1, 2023
TABLE OF CONTENTS
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Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) | 5 | |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations | 22 | |
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2
In this report, references to “we,” “us,” “our,” our “company,” “Mobileye,” the “Company,” and similar terms refer to Mobileye Global Inc. and, unless the context requires otherwise, its consolidated subsidiaries, except with respect to our historical business, operations, financial performance, and financial condition prior to our initial public offering, where such terms refer to Mobileye Group, which combines the operations of Cyclops Holdings Corporation, Mobileye B.V., GG Acquisition Ltd., Moovit App Global Ltd., and their respective subsidiaries, along with certain Intel employees mainly in research and development. References to “Moovit” refer to GG Acquisition Ltd., Moovit App Global Ltd., and their consolidated subsidiaries.
We have a 52- or 53-week fiscal year that ends on the last Saturday in December. Fiscal year 2022 was a 53-week fiscal year; fiscal year 2023 is a 52-week fiscal year. The additional week in fiscal year 2022 was added in the first quarter, which consisted of 14 weeks. Certain amounts, percentages, and other figures presented in this report have been subject to rounding adjustments. Accordingly, figures shown as totals, dollars, or percentage amounts of changes may not represent the arithmetic summation or calculation of the figures that precede them.
3
Part 1: FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
MOBILEYE GLOBAL INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
| April 1, |
| December 31, | |||
U.S. dollars in millions |
| 2023 |
| 2022 | ||
Assets |
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Current assets |
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Cash and cash equivalents | $ | | $ | | ||
Trade accounts receivable, net | |
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Inventories | |
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Other current assets | |
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Total current assets | $ | | $ | | ||
Non-current assets |
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Property and equipment, net | |
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Intangible assets, net | |
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Goodwill | |
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Other long-term assets | |
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Total non-current assets | |
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TOTAL ASSETS | $ | | $ | | ||
Liabilities and Equity |
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Current liabilities |
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Accounts payable and accrued expenses | | | ||||
Employee related accrued expenses | |
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Related party payable | |
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Other current liabilities | |
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Total current liabilities | |
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Non-current liabilities |
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Long-term employee benefits | |
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Deferred tax liabilities | |
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Other long-term liabilities | |
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Total non-current liabilities | |
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TOTAL LIABILITIES | $ | | $ | | ||
Equity |
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Class A common stock: $ | | | ||||
Class B common stock: $ | | | ||||
Additional paid-in capital | | | ||||
Accumulated other comprehensive income (loss) | — |
| ( | |||
Retained earnings (accumulated deficit) | ( | | ||||
TOTAL EQUITY | |
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TOTAL LIABILITIES AND EQUITY | $ | | $ | |
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
4
MOBILEYE GLOBAL INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(UNAUDITED)
| Three months ended | |||||
| April 1, |
| April 2, | |||
U.S. dollars in millions, except per share amounts |
| 2023 |
| 2022 | ||
Revenue |
| $ | |
| $ | |
Cost of revenue |
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Gross profit |
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Research and development, net |
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Sales and marketing |
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General and administrative |
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Total operating expenses |
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Operating income (loss) |
| ( |
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Interest income with related party |
| — |
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Other financial income (expense), net |
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Income (loss) before income taxes |
| ( |
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Benefit (provision) for income taxes |
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Net income (loss) | $ | ( | $ | ( | ||
Earnings (loss) per share attributed to Class A and Class B stockholders: |
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Basic and diluted | ( | ( | ||||
Weighted-average number of shares used in computation of earnings (loss) per share attributed to Class A and Class B stockholders (in millions): |
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Basic and diluted |
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Net income (loss) |
| ( |
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Other comprehensive income (loss), net of tax |
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TOTAL COMPREHENSIVE INCOME (LOSS) | $ | ( | $ | ( |
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements
5
MOBILEYE GLOBAL INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(UNAUDITED)
Retained | ||||||||||||||||||||
Common Stock | Additional |
| Accumulated Other | Earnings | Total | |||||||||||||||
Number of | paid-in | Parent Net | Comprehensive | (Accumulated | Shareholders’ | |||||||||||||||
U.S. dollars in millions, except per share amounts |
| shares |
| Amount |
| capital |
| Investment |
| Income (Loss) |
| deficit) |
| Equity | ||||||
Three Months Ended |
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Balance as of December 25, 2021 | — | $ | — | $ | — | $ | | $ | | $ | — | $ | | |||||||
Net income (loss) | — | — | — |
| ( |
| — | — |
| ( | ||||||||||
Other comprehensive income (loss), net | — | — | — |
| — |
| ( | — |
| ( | ||||||||||
Net transfer from (to) Parent | — | — | — |
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| — | — |
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Balance as of April 2, 2022 | — | — | — | | | — | | |||||||||||||
Balance as of December 31, 2022 | | | | — | ( | | | |||||||||||||
Net income (loss) | | | | | | ( | ( | |||||||||||||
Other comprehensive income (loss), net | | | |
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Tax sharing agreement with Parent | | | ( | | | | ( | |||||||||||||
Share-based compensation expense | | | | | | | | |||||||||||||
Recharge to Parent for Share-based compensation | | | ( | | | | ( | |||||||||||||
Balance as of April 1, 2023 | | $ | | $ | | $ | — | $ | — | $ | ( | $ | |
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements
6
MOBILEYE GLOBAL INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Three months ended | ||||||
| April 1, |
| April 2, | |||
U.S. dollars in millions |
| 2023 |
| 2022 | ||
CASH FLOWS FROM OPERATING ACTIVITIES |
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Net income (loss) | $ | ( | $ | ( | ||
Adjustments to reconcile net income (loss) to net cash provided by operating activities: |
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Depreciation of property and equipment |
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Share-based compensation |
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Amortization of intangible assets |
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Exchange rate differences on cash and cash equivalents |
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Deferred income taxes |
| ( |
| ( | ||
Interest with related party, net |
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| ( | ||
Other |
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| ( | ||
Changes in operating assets and liabilities: |
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Decrease (increase) in trade accounts receivable |
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| ( | ||
Decrease (increase) in other current assets |
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Decrease (increase) in inventories |
| ( |
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Increase (decrease) in accounts payable, accrued expenses and related party payable |
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Increase (decrease) in employee-related accrued expenses and long term benefits |
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Increase (decrease) in other current liabilities |
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Decrease (increase) in other long term assets |
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Increase (decrease) in long-term liabilities |
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Net cash provided by operating activities |
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CASH FLOWS FROM INVESTING ACTIVITIES |
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Purchase of property and equipment |
| ( |
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Repayment of loan due from related party |
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Net cash provided by (used in) investing activities |
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CASH FLOWS FROM FINANCING ACTIVITIES |
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Net transfers from Parent |
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Share-based compensation recharge |
| ( |
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Deferred offering costs | | ( | ||||
Net cash provided by (used in) financing activities |
| ( |
| ( | ||
Effect of foreign exchange rate changes on cash and cash equivalents |
| ( |
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Increase in cash, cash equivalents and restricted cash |
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Balance of cash, cash equivalents and restricted cash, at beginning of year |
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Balance of cash, cash equivalents and restricted cash, at end of period | $ | | $ | | ||
Supplementary non-cash investing and financing activities: |
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Non cash purchase of property and equipment | $ | | $ | | ||
Non-cash share based compensation recharge |
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Unpaid offering costs | | | ||||
Tax sharing agreement with Parent |
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Supplemental cash flow information: |
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Cash received (paid) for income taxes, net of refunds | $ | ( | $ | |
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements
7
MOBILEYE GLOBAL INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 - GENERAL
Background
Mobileye Global Inc. (“Mobileye”, “the Company” or “we”) is a leader in the development and deployment of advanced driver assistance systems (“ADAS”) and autonomous driving technologies and solutions, aimed to provide the capabilities required for the future of autonomous driving, leveraging a comprehensive suite of purpose-built software and hardware technologies. Mobileye combines the operations of its consolidated subsidiaries, which include the Mobileye Group, as defined below.
Mobileye operates as a subsidiary of Intel Corporation (“Intel” or the “Parent”), which acquired a majority stake in Mobileye in August 2017 (the “Mobileye Acquisition”). The remaining issued and outstanding shares of Mobileye were acquired by Intel in 2018.
Before the completion of the Mobileye IPO and the Reorganization (both as defined below) in October 2022, the Company consisted of the “Mobileye Group”, which combined the operations of Cyclops Holdings LLC (“Cyclops”), Mobileye B.V. and its subsidiaries, GG Acquisition Ltd. and Moovit App Global Ltd. and its subsidiaries (“Moovit”) and certain Intel employees mainly in research and development (the “Intel Aligned Groups”).
In December 2021, Intel announced plans to pursue an initial public offering of the Mobileye Group. In January 2022, Intel incorporated a new legal entity, Mobileye Global Inc., with the intent to contribute the Mobileye Group to Mobileye Global Inc. and to have Mobileye Global Inc. offer newly issued shares of common stock of Mobileye Global Inc. in an initial public offering.
On October 28, 2022, the initial public offering of Mobileye (the “Mobileye IPO”) was completed and we issued
The Mobileye IPO generated proceeds to the Company of approximately $
Prior to the completion of the Mobileye IPO, we were a wholly-owned business of Intel Corporation. Upon the closing of the Mobileye IPO (after giving effect to the exercise of the underwriters’ over-allotment option), Intel continues to directly or indirectly hold all of the Class B common stock of Mobileye, which represents approximately
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
These condensed consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial reporting.
8
MOBILEYE GLOBAL INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Certain information and footnote disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. These condensed consolidated financial statements have been prepared on the same basis as the Company’s annual audited consolidated financial statements and, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments, which are necessary for the fair statement of the Company’s financial information.
We have a 52- or 53-week fiscal year that ends on the last Saturday in December. Fiscal year 2022 was a 53-week fiscal year; fiscal year 2023 is a 52-week fiscal year. The additional week in fiscal year 2022 was added in the first quarter, which consisted of 14 weeks.
The results of operations for the three months ended April 1, 2023 shown in this report are not necessarily indicative of the results to be expected for the full year ending 2023. The condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the fiscal year ended December 31, 2022.
The financial statements and accompanying notes that include periods ending or as of dates prior to the completion of the Mobileye IPO have been derived from the consolidated financial statements and accounting records of Intel and are presented as if the Company had been operating as a stand-alone company. The assets, liabilities, revenue, and expenses directly attributable to the Company’s operations, including the acquired goodwill and intangible assets, have been reflected in these condensed consolidated financial statements on a historical cost basis, as included in the consolidated financial statements of Intel.
As Mobileye Group was not historically held by a single legal entity, total parent net investment is shown in lieu of equity in the periods prior to the completion of the Mobileye IPO and represents Intel’s total interest in the recorded net assets of Mobileye Group. All intercompany transactions within the previously combined businesses of the Company have been eliminated. Transactions between the Company and Intel, arising from arrangements with Intel and other similar related-party transactions, were considered to be effectively settled at the time the transactions were recorded, unless otherwise noted. The total net effect of the settlement of these transactions was reflected within parent net investment as a component of equity and within net transfers from Parent as a financing activity in the periods prior to the completion of the Mobileye IPO, unless otherwise noted.
Following the completion of the Mobileye IPO, the condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries.
There have been no material changes in our significant accounting policies as described in our consolidated financial statements for the fiscal year ended December 31, 2022. For further detail, see Note 2 in the audited consolidated financial statements for the fiscal year ended December 31, 2022.
Use of estimates
The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the amounts and events reported and disclosed in the condensed consolidated financial statements and accompanying notes. We base our estimates on historical experience and on various other assumptions and factors, including the current economic environment, that we believe to be reasonable under the circumstances. Actual results could differ from those estimates.
On an on-going basis, management evaluates its estimates, judgments, and assumptions. The most significant estimates and assumptions relate to useful lives of intangible assets, impairment assessment of goodwill and income taxes.
9
MOBILEYE GLOBAL INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Cash, cash equivalents and restricted cash
The following is a reconciliation of the cash, cash equivalents and restricted cash as of each period end:
As of | ||||||
U.S. dollars in millions |
| April 1, 2023 |
| December 31, 2022 | ||
Cash |
| $ | |
| $ | |
Short term deposits | | | ||||
Money market funds | | | ||||
Restricted cash (within other current and other long-term assets) |
| |
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Cash, cash equivalents and restricted cash | $ | | $ | |
Fair value measurement
The Company measures its investment in short term deposits classified as cash equivalents at fair value on a recurring basis. The carrying value of short term deposits classified as cash equivalents approximates their fair value due to the short maturity of these items.
The Company’s investment in money market funds is measured at fair value and consists of financial assets for which quoted prices are available in an active market. Interest income related to money market funds for the three months ended April 1, 2023, amounted to $
The carrying amounts of trade accounts receivable and accounts payable approximate fair value because of their generally short maturities.
Research and development, net
Research and development expenses are expensed as incurred, and consist primarily of personnel, facilities, equipment, and supplies for research and development activities.
The Company occasionally enters into best-efforts nonrefundable, non-recurring engineering (“NRE”) arrangements pursuant to which the Company is reimbursed for a portion of the research and development expenses attributable to specific development programs. The Company does not receive any additional compensation or royalties upon completion of such projects and the potential customer does not commit to purchase the resulting product in the future. The participation reimbursement received by the Company does not depend on whether there are future benefits from the project. All intellectual property generated from these arrangements is exclusively owned by the Company.
Participation in expenses for research and development projects are recognized on the basis of the costs incurred and are netted against research and development expenses in the condensed consolidated statements of operations and comprehensive income (loss). Research and development reimbursements of $
Derivatives and hedging
Beginning in 2021, as part of Intel’s corporate hedging program, Intel hedges forecasted cash flows denominated in Israeli Shekels (“ILS”) related to the Company. ILS is the largest operating expense currency of the Company. Intel combines all of its ILS exposures, and as part of Intel’s hedging program enters into hedging contracts to hedge Intel’s combined ILS exposure. Derivative gains and losses attributed to these condensed consolidated financial statements are recorded under accumulated other comprehensive income (loss) and reclassified into earnings in the same period or periods during which the hedged transaction affects the statement of operations.
10
MOBILEYE GLOBAL INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
During the fourth quarter of 2022, the Company de-designated its remaining cash flow hedges for forecasted operating expenses denominated in ILS. As the hedged transactions and cash flows related to the outstanding instruments were expected to occur as originally forecasted, the associated gains and losses deferred in accumulated other comprehensive income (loss) on the Company’s consolidated balance sheet were reclassified into earnings in the same period or periods during which the originally hedged transactions affect earnings. Any subsequent changes in the fair value of the outstanding derivative instruments after the de-designation and termination of hedge accounting were immediately reflected in operating expenses. As of April 1, 2023, there are no outstanding hedging instruments and all of the related accumulated other comprehensive income (loss) was reclassified into the statement of operations and comprehensive income (loss).
The notional amount and fair value of derivatives outstanding at Intel on behalf of Mobileye were:
| As of | |||||
U.S. dollars in millions | April 1, 2023 | December 31, 2022 | ||||
Notional amount of derivatives |
| $ | — |
| $ | |
Fair value of derivatives receivable from (payable to) Intel |
| $ | — |
| $ | ( |
The change in accumulated other comprehensive income (loss) relating to gains (losses) on derivatives used for hedging was as follows:
|
| |||||
Three Months Ended | ||||||
U.S. dollars in millions |
| April 1, 2023 | April 2, 2022 | |||
Other comprehensive income (loss) before reclassifications |
| $ | — |
| $ | ( |
Amounts reclassified out of accumulated other comprehensive income (loss) |
| |
| ( | ||
Tax effects |
| ( |
| — | ||
Other comprehensive income (loss), net |
| $ | |
| $ | ( |
Income Tax
The provision for income tax consists of income taxes in the various jurisdictions where the Company is subject to taxation, primarily the United States and Israel. For interim periods, the Company recognizes an income tax benefit (provision) based on the estimated annual effective tax rate, calculated on a worldwide consolidated basis, expected for the entire year. The Company applies this rate to the year-to-date pre-tax income. The overall effective tax rate is influenced by valuation allowances on tax assets for which no benefit can be recognized due to the Company’s recent history of pretax losses sustained. Tax jurisdictions with forecasted pretax losses for the year for which no benefit can be recognized are excluded from the calculation of the worldwide estimated annual effective tax rate, and any associated tax expense or benefit for those jurisdictions is recorded separately.
During the periods presented in the consolidated financial statements, certain components of the Company’s business operations were included in the consolidated U.S. domestic income tax return filed by the Company’s Parent. The Company also files various foreign income tax returns on a separate basis, distinct from its Parent. The income tax provision included in the Company’s condensed consolidated financial statements has been calculated using the separate return method, as if the Company had filed its own tax returns.
The Company has entered into a Tax Sharing Agreement with its Parent that establishes the amount of cash payable for the Company’s share of the tax liability owed on consolidated tax return filings with its Parent. Any differences between taxes payable to the Company’s Parent under the Tax Sharing Agreement and the current tax provision computed on a separate return basis, is reflected as adjustments to additional paid-in capital in the condensed consolidated statement of changes in equity and financing activities within the condensed consolidated statement of cash flows.
The Company reflects tax loss and tax credit carry-forward attributes under the separate return method approach. Such tax attributes may not be benefited in the same period as the Company’s Parent on a consolidated tax return.
11
MOBILEYE GLOBAL INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Loss contingencies
Management believes that there are no current matters that would have a material effect on the Company’s condensed consolidated balance sheets, statements of operations or cash flows. Legal fees are expensed as incurred.
Concentration of credit risk
Financial instruments that potentially subject the Company to a concentration of credit risk consist primarily of cash and cash equivalents, which include short-term deposits and money market funds, and also trade accounts receivable.
The majority of the Company’s cash and cash equivalents are invested in banks domiciled in the U.S. and Europe, as well as in Israel. Generally, these cash equivalents may be redeemed upon demand. Short term bank deposits are held in the aforementioned banks. The money market funds consist of institutional investors money market funds and are readily redeemable to cash. Accordingly, management believes that these bank deposits and money market funds, have minimal credit risk.
The Company’s accounts receivables are derived primarily from sales to Tier 1 suppliers to the automotive manufacturing industry located mainly in the U.S., Europe, and China. Concentration of credit risk with respect to accounts receivables is mitigated by credit limits, ongoing credit evaluation, and account monitoring procedures. Credit is granted based on an evaluation of a customer’s financial condition and, generally, collateral is not required. Trade accounts receivable are typically due from customers within
Customer concentration risk
The Company’s business, results of operations, and financial condition for the foreseeable future will likely continue to depend on sales to a relatively small number of customers. In the future, these customers may decide not to purchase the Company’s products, may purchase fewer products than in previous years, or may alter their purchasing patterns. Further, the amount of revenue attributable to any single customer or customer concentration generally may fluctuate in any given period. In addition, a decline in the production levels of one or more of the Company’s major customers, particularly with respect to vehicle models for which the Company is a significant supplier, could reduce revenue. The loss of one or more key customers, a reduction in sales to any key customer or the Company’s inability to attract new significant customers could negatively impact revenue and adversely affect the Company’s business, results of operations, and financial condition. See Note 9 related to customers that accounted for more than 10% of the Company’s total revenue and more than 10% of the total accounts receivable balance for each of the periods presented in these condensed consolidated financial statements.
Dependence on a single supplier risk
The Company purchases all its System on Chip (“EyeQ® SoC”) from a single supplier. Any issues that occur and persist in connection with the manufacture, delivery, quality, or cost of the assembly and testing of inventory could have a material adverse effect on the Company’s business, results of operations and financial condition. See below regarding a shortage in EyeQ® SoC that the Company has been experiencing during 2022 and may experience during 2023, including in components of our other products.
12
MOBILEYE GLOBAL INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Supply chain risk
During the fiscal year ended December 31, 2022, due to global supply chain constraints and shortage of semiconductors, the Company’s sole supplier was not able to meet demand of the Company for EyeQ® SoCs, causing a significant reduction in the Company’s inventory levels. We may continue to experience a shortfall of EyeQ® SoCs and may experience a shortfall in components of our other products, which has already caused certain delays and may continue to cause further delays in our ability to fulfil customers’ orders. Continued shortages and supply chain constraints in EyeQ® SoCs and in components of our other products, may impair the Company’s ability to meet its customers’ requirements in a timely manner and may adversely affect the Company’s business, results of operations and financial condition. Moreover, to the extent that the global semiconductor shortage results in reduced production or production delays by automakers, those delays could result in reduced or delayed demand for the Company products. In addition, issues relating to the COVID-19 pandemic have led to port congestion and intermittent supplier shutdowns and delays in the delivery of critical components, resulting in additional expenses to expedite delivery of critical parts. Sustaining the Company’s production trajectory will require the readiness and solvency of its suppliers and vendors, a stable and motivated production workforce and ongoing government cooperation, including for travel and visa allowances, which many governments have restricted in connection with efforts to address the COVID-19 pandemic. Although we cannot fully predict the length and the severity of the impact these pressures will have on a long-term basis, we do not anticipate that our current supply chain constraints would materially adversely affect our results of operations, capital resources, sales, profits, and liquidity.
NOTE 3 - OTHER FINANCIAL STATEMENT DETAILS
Inventories:
As of | ||||||
U.S. dollars in millions |
| April 1, 2023 |
| December 31, 2022 | ||
Raw materials | $ | | $ | | ||
Finished goods |
| |
| | ||
| $ | |
| $ | |
Inventory write-downs and write-offs were not material for the periods presented in these condensed consolidated financial statements.
Property and equipment, net:
As of | ||||||
U.S. dollars in millions | April 1, 2023 | December 31, 2022 | ||||
Computers, electronic equipment and software |
| $ | |
| $ | |
Vehicles |
| |
| | ||
Office furniture and equipment |
| |
| | ||
Leasehold improvements |
| |
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Construction in process |
| |
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Total property and equipment, gross |
| $ | |
| $ | |
Less: accumulated depreciation |
| ( |
| ( | ||
Total property and equipment, net |
| $ | |
| $ | |
Depreciation expenses totaled $
13
MOBILEYE GLOBAL INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 4 - EQUITY
A.Share-based compensation plans
Mobileye Plan
Following the Mobileye IPO in October 2022, the Company’s employees are incentivized and rewarded through the grant of the Company’s equity awards under the Mobileye Global Inc. 2022 Equity Incentive Plan (“the 2022 Plan”), which are granted for Class A shares and vest upon the satisfaction of a service-based vesting condition, mostly over service periods of
Restricted Stock Units
The RSUs activity for the three months ended April 1, 2023 for RSUs granted to Company’s employees under the 2022 Plan was as follows:
|
| Weighted average grant | ||||
Number of RSUs | date fair value | |||||
In thousands | U.S. dollars | |||||
Outstanding as of December 31, 2022 |
| | $ | | ||
Granted |
| |
| | ||
Vested |
| * |
| — | ||
Forfeited |
| ( |
| | ||
Outstanding as of April 1, 2023 |
| $ | |
| |
* Less than 1000
As of April 1, 2023, the unrecognized compensation cost related to all unvested RSUs granted under the 2022 Plan, was $
Intel Plan
Prior to the Mobileye IPO, since 2017, employees of the Company had been incentivized and rewarded through the grant of Intel equity awards under Intel’s equity incentive plan which contains only a service condition. The equity awards granted generally vest over the course of three years from the grant date.
Options
Outstanding and exercisable options for Intel’s common stock under Intel’s plan as of April 1, 2023 were as follows:
| Outstanding |
| Exercisable | |||||||||
Weighted average | ||||||||||||
Number of | remaining | Weighted average | Number of | Weighted average | ||||||||
Exercise price |
| options |
| contractual life |
| exercise price |
| options |
| exercise price | ||
U.S. dollars |
| In thousands |
| In years |
| U.S. dollars |
| In thousands |
| U.S. dollars | ||
$ |
| |
|
| $ | |
| |
| $ | | |
$ |
| |
|
| |
| |
| | |||
$ |
| |
|
| |
| |
| | |||
Total |
| |
|
| $ | |
| |
| $ | |
14
MOBILEYE GLOBAL INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
The options activity for the three months ended April 1, 2023 for options granted to the Company’s employees for Intel’s common stock was as follows:
Weighted | ||||||||||
Weighted average | average | |||||||||
remaining | exercise | Aggregated | ||||||||
Number of options | contractual Life | price | intrinsic value(1) | |||||||
| In thousands |
| In years |
| U.S. dollars | U.S. dollars in millions | ||||
Options outstanding as of December 31, 2022 |
| |
| $ | | $ | | |||
Exercised |
| ( | — |
| | — | ||||
Options outstanding as of April 1, 2023 |
| |
| $ | | $ | | |||
Options exercisable as of April 1, 2023 |
| |
| $ | | $ | |
RSUs
The RSUs activity for the three months ended April 1, 2023 for RSUs granted to the Company’s employees for Intel’s common stock was as follows:
|
| Weighted average | |||
Number of RSUs | grant date fair value | ||||
| In thousands |
| U.S. dollars | ||
Outstanding as of December 31, 2022 |
| |
| $ | |
Vested |
| ( |
| | |
Forfeited |
| ( |
| | |
Outstanding as of April 1, 2023 |
| |
| $ | |
Unrecognized expenses
As of April 1, 2023, the unrecognized compensation cost related to stock options and RSUs granted under the Intel 2006 Plan was $
Share-based compensation expense summary (for both Mobileye and Intel Plans)
Share-based compensation expenses included in the condensed consolidated statements of operations and comprehensive income (loss) was as follows:
| ||||||
| Three months ended | |||||
U.S. dollars in millions | April 1, 2023 |
| April 2, 2022 | |||
Cost of revenue |
| $ | |
| $ | — |
Research and development, net |
| |
| | ||
Sales and marketing |
| |
| | ||
General and administrative |
| |
| | ||
Total share-based compensation | $ | | $ | |
15
MOBILEYE GLOBAL INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 5 - EARNINGS (LOSS) PER SHARE
Before the Mobileye IPO, Intel held directly or indirectly the
In connection with the Mobileye IPO, we issued
For the three months ended April 1, 2023, the computation of diluted earnings (loss) per share attributable to common stockholders does not include
The following table summarizes the calculation of basic earnings (loss) per share for the periods presented:
Three months ended | ||||||
April 1, | April 2, | |||||
In millions, except per share amounts |
| 2023 |
| 2022 | ||
Numerator: |
|
|
| |||
Net income (loss) |
| $ | ( |
| $ | ( |
Denominator: |
|
|
| |||
Weighted average common shares - basic and diluted |
| |
| | ||
Earnings (loss) per share: |
|
|
|
| ||
Basic and diluted | $ | ( | $ | ( |
NOTE 6 - INCOME TAXES
The Company’s quarterly benefit (provision) for income taxes and the estimates of its annual effective tax rate, are subject to fluctuation due to several factors, principally including variability in overall pre-tax income and the mix of tax paying components to which such income relates.
The income tax provision included in these condensed consolidated financial statements has been calculated using the separate return method, as if the Company had filed its own tax returns. Net operating losses generated by the Company that have been utilized as part of the Parent’s consolidated income tax return filings but have not been utilized by the Company under the separate return method approach, have been reflected in these condensed consolidated financial statements because the Company will recognize a benefit for the separate return method net operating losses when determined to be realizable, whether as a deduction against current taxable income in future periods or upon recognition of associated deferred tax assets based on valuation allowance assessments.
Any differences between taxes currently payable to the Company’s Parent under the Tax Sharing Agreement and the current tax provision computed on a separate return basis, is reflected as adjustments to additional paid-in capital (see also Note 2). The adjustment to additional paid-in capital for the three months ended April 1, 2023 was an aggregate decrease of $
16
MOBILEYE GLOBAL INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
The tax expense for the three months ended April 1, 2023 and April 2, 2022, was unfavorably impacted by a valuation allowance for certain jurisdictions. A withholding tax expense of $
NOTE 7 - RELATED PARTIES TRANSACTIONS
The Company has entered into a series of related party arrangements with Intel. For further description of the arrangements refer to Note 9 of the notes to the consolidated financial statements for the year ended December 31, 2022.
Stock Compensation Recharge Agreement
The Company entered into a stock compensation recharge agreement with Intel, which requires the Company to reimburse Intel for certain amounts relating to the value of share-based compensation provided to the Company’s employees for RSUs or stock options exercisable in Intel stock. The liability associated with the stock compensation recharge agreement that is reflected on the condensed consolidated balance sheets, under related party payable was approximately $
Lease agreements
Under lease agreements with Intel, the Company leases office space in Intel’s buildings. The costs are included in the condensed consolidated statements of operations and comprehensive income (loss) primarily on a specific and direct attribution basis. The leasing costs for the three months ended April 1, 2023 and April 2, 2022, were $
Other services to a related party
The Company reimbursed its Chief Executive Officer for reasonable travel related expenses incurred while conducting business on behalf of the Company. Travel related reimbursements totaled $
Administrative Services Agreement
Under the Administrative Services Agreement, effective as of the completion of the Mobileye IPO, Intel provides the Company with administrative, financial, legal, tax, and other services. The Company pays fees to Intel for the services rendered based on pricing per service agreed between the Company and Intel.
The costs incurred under this agreement for the three months ended April 1, 2023 were $
Technology and Services Agreement
The Technology and Services Agreement, effective as of the completion of the Mobileye IPO, provides a framework for the collaboration on technology projects and services between the Company and Intel (“Technology Projects”), and sets out the licenses granted by each party to its respective technology for the conduct of the Technology Projects, provisions relating to the ownership of certain existing technology, the allocation of rights in any new technology created in the course of the Technology Projects, and certain provisions applicable to the development of a certain radar product of the Company. The Technology and Services Agreement does not apply to projects for the development and manufacture of a Lidar sensor system for automobiles, for which the LiDAR Product Collaboration Agreement applies. Pursuant to the Technology and Services Agreement, the Company and Intel will agree to statements of work with additional terms for Technology Projects.
17
MOBILEYE GLOBAL INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
The amount incurred under this agreement for the three months ended April 1, 2023 was $
LiDAR Product Collaboration Agreement
The LiDAR Product Collaboration Agreement, effective as of the completion of the Mobileye IPO, provides the terms that will apply to the Company’s collaboration with Intel for the development and manufacture of a Lidar sensor system for ADAS and AV in automobiles (“LiDAR Projects”). On some of the LiDAR programs joint funding will apply between Intel and Mobileye until the end of 2027 whereby Mobileye will bear its own Lidar sensor system development costs up to the first $
The LiDAR Product Collaboration Agreement further provides that Intel will manufacture certain components for the Company to market and sell as part of a FMCW (frequency-modulated continuous wave) Lidar sensor system solely for external environment sensing for ADAS and AV in automobiles. The price for the components Intel will manufacture for the Company will be based on a cost-plus model. In addition, the agreement also includes a profit-sharing model under which Mobileye will pay Intel a share of the gross profit for each LiDAR sensor system or components thereof, based on Intel technology, sold by Mobileye.
There were
Tax Sharing Agreement
The Tax Sharing Agreement establishes the respective rights, responsibilities and obligations of the Company and Intel after the completion of the Mobileye IPO with respect to tax matters, including the amount of cash the Company will pay to Intel for its share of the tax liability owed on the consolidated filings in which the Company or any of the Company’s subsidiaries are included, audit or other tax proceedings.
As of April 1, 2023 and December 31, 2022, the related party payable to Intel, pursuant to the Tax Sharing Agreement, was $
NOTE 8 - IDENTIFIED INTANGIBLE ASSETS
As of | ||||||||||||||||||
U.S. dollars in millions | April 1, 2023 | December 31, 2022 | ||||||||||||||||
|
| Accumulated |
|
|
| Accumulated |
| |||||||||||
Gross Assets | Amortization | Net | Gross Assets | Amortization | Net | |||||||||||||
Developed technology |
| $ | |
| $ | |
| $ | |
| $ | |
| $ | |
| $ | |
Customer relationships & brands | | | | | | | ||||||||||||
Total | $ | | $ | | $ | | $ | | $ | | $ | |
The following table presents the amortization expenses recorded for these identified intangible assets and their weighted average useful lives:
Three months ended | ||||||||
|
| Weighted | ||||||
| April 1, |
| April 2, |
| Average | |||
U.S. dollars in millions | 2023 | 2022 | Useful Life | |||||
Developed technology |
| $ | |
| $ | |
| |
Customer relationships & brands | | | | |||||
Total amortization expenses |
| $ | |
| $ | |
|
18
MOBILEYE GLOBAL INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
The Company expects future amortization expenses for the next five years and thereafter to be as follows:
U.S. dollars in millions |
| Remainder of 2023 |
| 2024 |
| 2025 |
| 2026 |
| 2027 |
| Thereafter |
| Total | |||||||
Future amortization expenses | $ | |
| $ | |
| $ | |
| $ | |
| $ | |
| $ | |
| $ | |
NOTE 9 - SEGMENT INFORMATION
An operating segment is defined as a component of an enterprise for which discrete financial information is available and is reviewed regularly by the Chief Operating Decision Maker (“CODM”), or decision-making group, to evaluate performance and make operating decisions. The Company has identified its CODM as the Chief Executive Officer (“CEO”).
The Company’s organizational structure and management reporting supports
Mobileye is the Company’s only reportable operating segment and Moovit is presented within “Other” as per ASC 280, Segment Reporting. Segment performance is the operating income reported excluding the amortization of acquisition-related intangible assets. The measure of assets has not been disclosed for each segment as it is not regularly reviewed by the CODM.
The accounting policies of the individual segments are the same as those described in the summary of significant accounting policies in Note 2 to the audited consolidated financial statements for the fiscal year ended December 31, 2022.
19
MOBILEYE GLOBAL INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
The following are segment results for each period as follows:
| Three months ended April 1, 2023 | |||||||||||
Amounts not | ||||||||||||
allocated to | ||||||||||||
U.S. dollars in millions |
| Mobileye |
| Other |
| segments |
| Consolidated | ||||
Revenues |
| $ | | $ | | $ | — | $ | | |||
Cost of revenues |
| | | | | |||||||
Research and development, net |
| | | — | | |||||||
Sales and marketing |
| | | | | |||||||
General and administrative |
| | | — | | |||||||
Segment performance |
| $ | | $ | ( | $ | ( | $ | ( | |||
Other financial income (expense), net |
| | ||||||||||
Loss before taxes on income |
| ( | ||||||||||
Share-based compensation |
| | | — | | |||||||
Depreciation of property and equipment |
| | — | — | |
| Three months ended April 2, 2022 | |||||||||||
| Amounts not |
| ||||||||||
|
| allocated to | ||||||||||
U.S. dollars in millions |
| Mobileye | Other |
| segments |
| Consolidated | |||||
Revenues |
| $ | | $ | | $ | — | $ | | |||
Cost of revenues |
| | | | | |||||||
Research and development, net |
| | | — | | |||||||
Sales and marketing |
| | | | | |||||||
General and administrative |
| | | — | | |||||||
Segment performance |
| $ | | $ | ( | $ | ( | $ | ( | |||
Interest income (expense) with related party |
| | ||||||||||
Other financial income (expense), net |
| | ||||||||||
Loss before taxes on income |
| ( | ||||||||||
Share-based compensation |
| | | — | | |||||||
Depreciation of property and equipment |
| | — | — | |
Total revenues based on the country that the product was shipped to were as follows:
Three months ended | ||||||
| April 1, |
| April 2, | |||
U.S. dollars in millions |
| 2023 |
| 2022 | ||
China |
| | | |||
Germany |
| | | |||
USA |
| | | |||
South Korea |
| | | |||
United Kingdom |
| | | |||
Poland | | | ||||
Czech Republic | |