Form 6-K Innoviz Technologies For: Jun 30
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO SECTION 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of August 2022
Commission File Number: 001-40310
(Translation of registrant’s name into English)
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
EXPLANATORY NOTE
Innoviz Technologies Ltd. (the “Company”) hereby furnishes the following documents as exhibits 99.1 and 99.2:
This Report on Form 6-K and related exhibits are incorporated by reference into the Company’s registration statements on Form F-3 (File No. 333-265170) and Form S-8 (File No.333-255511 and 333-265169), and shall be a part thereof from the date on which this Form 6-K is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.
- 2 -
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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INNOVIZ TECHNOLOGIES LTD.
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Date: August 18, 2022
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By:
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/s/ Eldar Cegla
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Name: Eldar Cegla
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Title: Chief Financial Officer
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- 3 -
Exhibit 99.2
OPERATING AND FINANCIAL REVIEW AND PROSPECTS
You should read the following discussion and analysis of our financial condition and results of operations together
with our unaudited interim consolidated financial statements as of and for the six months ended June 30, 2022, included as Exhibit 99.1 to this Report on Form 6-K (this “Report”) and our audited consolidated financial statements and other financial
information as of and for the year ended December 31, 2021 appearing in our Annual Report on Form 20-F for the year ended December 31, 2021 (our “Annual Report”) and Item 5 — “Operating and Financial Review and Prospects” of that Annual Report.
Some of the information contained in this discussion and analysis, including information with respect to our plans and strategy for our business and related financing, includes forward-looking statements that involve risks and uncertainties. As a
result of many factors, including those factors set forth in the section entitled “Cautionary Statement Regarding Forward-Looking Statement” and in the section entitled Item 3.D. “Risk Factors” of our Annual Report, our actual results could differ
materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.
Unless otherwise designated, the terms “we”, “us”, “our”, “Innoviz”, “the Company” and “our company” refer to Innoviz
Technologies Ltd.
Forward-Looking Statements
Statements in this Report may constitute “forward-looking statements” within the meaning of the United States Federal securities laws.
These forward-looking statements can generally be identified as such because the context of the statement will include words such as “may,” “might,” “will,” “could,” “would,” “intends,” “plans,” “believes,” “anticipates,” “expects,” “seeks,”
“estimates,” “predicts,” “potential,” “continue,” “contemplate” or “opportunity,” the negative of these words or words of similar import. Similarly, statements that describe our business outlook or future economic performance, anticipated revenues,
expenses or other financial items, introductions and advancements in development of products, and plans and objectives related thereto, and statements concerning assumptions made or expectations as to any future events, conditions, performance or
other matters, are also forward-looking statements. Forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from those stated in such statements. Factors that could cause
or contribute to such differences include, but are not limited to, those set forth Item 3.D. “Risk Factors in our Annual Report, as well as those discussed elsewhere in our Annual Report and in our other
filings with the Securities and Exchange Commission.
Overview
We are a leading provider of high-performance, solid-state LiDAR and perception solutions that bring enhanced vision and superior performance to enable safe
autonomous driving at a mass scale. We believe that we provide a complete and comprehensive solution for OEMs and Tier-1 partners that are developing and marketing autonomous driving vehicles to the passenger car and other relevant markets, such as
robotaxis, shuttles, delivery vehicles, buses trucking, and other industries that require 3-dimensional high-resolution sensors. Our unique LiDAR and perception solutions, feature technological breakthroughs across core components. In addition, our
solutions can enable safe autonomy for other industries, including drones, robotics, construction and other industrial applications, agriculture, smart city, smart infrastructures, security and mapping.
We created a new type of LiDAR sensor from the chip-level up, including a suite of powerful and sophisticated software applications for high-performance
computer vision to allow superior perception. We have a design win from 2018, to power BMW’s Level 3 autonomous platform.
In addition, we were recently selected by CARIAD SE to be its direct LiDAR supplier for the segment of Automated Vehicles within the Volkswagen brands. The
selection, our third major design win, followed more than two years of extensive diligence and qualification.
Business Combination
On December 10, 2020, Innoviz entered into the Business Combination Agreement with Collective Growth Corporation, Perception Capital Partners LLC, Antara
Capital LP and Hatzata Merger Sub, Inc. (“Merger Sub”). Pursuant to the Business Combination Agreement, Merger Sub merged with and into Collective Growth Corporation, with Collective Growth Corporation surviving the merger (the “Business
Combination”). Upon consummation of the Business Combination and the other transactions contemplated by the Business Combination Agreement on April 5, 2021, Collective Growth Corporation became a wholly owned subsidiary of Innoviz.
COVID-19 Impact
The COVID-19 pandemic has created and continues to create delays in obtaining materials and components from our suppliers located in different parts of the
world which have, in some instances, led to delays in the delivery of our products and have increased the time needed to build our equipment. In addition, we may face increased costs related to delays in production due to supplier and manufacturer
delays.
Our executive offices and research and development and manufacturing locations have been, and may continue to be, impacted due to national and regional
government declarations requiring closures, quarantines and travel restrictions, mainly in China and Japan. The COVID-19 pandemic is also adversely affecting our customers’ business operations. The extent of the continued impact of the coronavirus
pandemic on our operational and financial performance will depend on various future developments, including the impact of the COVID-19 pandemic on our customers, suppliers, contract manufacturers and employees, all of which is uncertain at this
time. We expect the COVID-19 pandemic to adversely impact our revenue and results of operations but are unable to predict at this time the size and duration of this adverse impact.
Results of Operations
The results of operations presented below should be reviewed together with our unaudited interim consolidated financial statements as of and for the six months
ended June 30, 2022, appearing elsewhere in this Report, and our audited consolidated financial statements as of and for the year ended December 31, 2021 appearing in our Annual Report.
The following table sets forth our consolidated results of operations data for the periods presented:
Six Months Ended June 30,
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||||||||
(Unaudited)
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||||||||
2022
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2021
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|||||||
Revenues
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$
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3,571
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$
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1,735
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||||
Cost of Revenues
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(6,084
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)
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(3,536
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)
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||||
Gross Loss
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$
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(2,513
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)
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$
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(1,801
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)
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Operating Expenses:
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||||||||
Research and Development
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44,700
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48,822
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Selling and Marketing
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5,381
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17,181
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General and Administrative
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9,744
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24,427
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Total Operating Expenses
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59,825
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90,430
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Operating Loss
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(62,338
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)
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(92,231
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)
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Financial Income (Expenses), net
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4,040
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(907
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)
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Loss before Taxes on Income
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(58,298)
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)
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(93,138
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)
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Taxes on Income
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(48
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)
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(72
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)
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Net Loss
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$ |
(58,346
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)
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$ |
(93,210
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)
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Basic and Diluted Net Loss per Ordinary Share
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$ |
(0.43
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)
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$ |
(1.37
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)
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Weighted Average Number Of Ordinary Shares Used In Computing Basic And Diluted Net Loss Per Ordinary Share
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134,607,839
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71,458,394
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Comparison of the Six Months Ended June 30, 2022 and 2021
Revenues
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Six Months Ended June 30,
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Change
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Change
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2022
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2021
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$
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%
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(In Thousands)
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(In Thousands)
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(In Thousands)
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Total Revenues
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$
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3,571
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$
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1,735
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$
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1,836
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106
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%
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Revenues increased by approximately $1.8 million, or 106%, to approximately $3.6 million for the six months ended June 30, 2022, from approximately $1.7 million
for the six months ended June 30, 2021.
The increase in revenues was primarily related to InnovizOne, which contributed $3.6 million in revenues during the six months ended June 30, 2022 compared to
$1.7 million in revenues during the six month ended June 30, 2021.
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Six Months Ended June 30,
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Change
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Change
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2022
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2021
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$
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%
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(In Thousands)
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(In Thousands)
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(In Thousands)
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Cost of Revenues
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$
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6,084
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$
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3,536
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2,548
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72
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%
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Gross Margin
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(70
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)%
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(104
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)%
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Cost of Revenue and Gross Margin
Cost of revenues increased by approximately $2.5 million, or 72%, to approximately $6.1 million for the six months ended June 30, 2022, from approximately $3.5 million for the
six months ended June 30, 2021.
The increase in cost of revenues was primarily due to an increase in revenue. Gross margin increased to approximately (70)% for the six months ended June 30, 2022, from
approximately (104)% for the six months ended June 30, 2021 due to the maturity of our production line and the increased yields.
Operating Expenses
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Six Months Ended June 30,
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Change
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Change
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2022
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2021
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$ |
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%
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(In Thousands)
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(In Thousands)
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(In Thousands)
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Research and development
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$
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44,700
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$
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48,822
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$
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(4,122
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)
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(8
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)%
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Selling and marketing
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5,381
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17,181
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(11,800
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)
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(69
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)%
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General and administrative
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9,744
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24,427
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(14,683
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(60
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)%
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Total Operating Expenses
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$
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59,825
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$
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90,430
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$
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(30,605
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)
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(34
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)%
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Research and Development
Research and development expenses decreased by approximately $4.1 million, or 8%, to approximately $44.7 million for the six months ended June 30, 2022, from
approximately $48.8 million for the six months ended June 30, 2021.
The decrease was primarily attributable to stock-based compensation related to the Business Combination. The decrease was partly offset by an increase in
headcount, which is mainly due to recruitment of additional engineers to develop the InnovizTwo product.
Sales and Marketing
Sales and marketing expenses decreased by approximately $11.8 million, or 69%, to approximately $5.4 million for the six months ended June 30, 2022, from
approximately $17.2 million for the six months ended June 30, 2021.
The decrease was primarily attributable to stock-based compensation related to the Business Combination. The decrease was partly offset by increases in
headcount and marketing expenses.
General and Administrative
General and administrative expenses decreased by approximately $14.7 million, or 60%, to approximately $9.7 million for the six months ended June 30, 2022, from
approximately $24.4 million for the six months ended June 30, 2021.
The decrease was primarily attributable to stock-based compensation and transaction costs related to the Business Combination. The decrease was partly offset by
an increase in headcount, which is related to the Company becoming a public company.
Financial Income (Expenses), net
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Six Months Ended June 30,
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Change
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Change
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2022
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2021
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$
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%
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(In Thousands)
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(In Thousands)
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(In Thousands)
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Financial Income (Expenses), net
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$
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4,040
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$
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(907
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)
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$
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4,947
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545
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%
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Financial income was $4.0 million for the six months ended June 30, 2022, compared to financial expenses of $0.9 million for the six months ended June 30, 2021.
The change from financial expenses for the six months ended June 30, 2021 to a financial income for the six months ended June 30, 2022 was primarily related to
exchange rate differences of $3.3 million arising from our Israeli New Shekel (“ILS”) denominated lease liabilities under ASC 842 (the ILS was devaluated compared to the U.S. dollars (“USD”) during the six months ended June 30, 2022), in addition
to warrants liability revaluation income of $0.8 million for the six months ended June 30, 2022 compared to $0.8 million revaluation loss for the six months ended June 30, 2021.
Quantitative and Qualitative Disclosures About Market Risk
We are exposed to a variety of risks, including foreign currency exchange fluctuations, changes in interest rates and inflation. We regularly assess currency, interest rate and
inflation risks to minimize any adverse effects on our business as a result of those factors.
Foreign Currency Risk
Our financial results are reported in USD, and changes in the exchange rate between USD and local currencies in those countries in which we operate (primarily
the ILS) may affect the results of our operations. In the six months ended June 30, 2022, approximately 94% of our revenues were denominated in USD. The USD cost of our operations in countries other than the United States may be negatively
influenced by devaluation of the USD against other currencies.
During the six months ended June 30, 2022, the value of the USD appreciated against the ILS by approximately 12.5%. Our most significant foreign currency
exposures are related to our operations in Israel. The Company hedges its anticipated exposure by exchanging USD into ILS in amounts sufficient to fund 3-4 months of operations and monitors foreign currency exchange rates over time.
Interest Rate Risk
Our investment strategy is to achieve a return that will allow us to preserve capital and meet our liquidity requirements. We invest in bank deposits and
marketable securities, mainly in USD.
Our cash and cash equivalents are exposed to market risk related to changes in interest rate, which is affected by changes in the general level of the Bank of
Israel interest rates and United States Federal Reserve interest rates. Due to the short-term nature and the low-risk profile of our interest-bearing accounts, an immediate 10% change in interest rates would not have a material effect on the fair
market value of our cash and cash equivalents, bank deposits and restricted bank deposits or on our financial position or results of operations.
Our investments in marketable securities are primarily in securities with an average credit rating of “A” and a maturity of up to three years. We do not intend
to invest more than 5% of our investment portfolio in a single security.
Other Market Risks
We do not believe that inflation had a material effect on our business, financial conditions or results of operations during the six months ended June 30, 2022.
Cash Flow Summary
The following table summarizes our cash flows for the periods presented:
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Six Months Ended June 30,
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|||||||
2022
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2021
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(In Thousands)
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(In Thousands)
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Net Cash used in Operating Activities
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$
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(50,109
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)
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$
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(36,836
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)
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Net Cash provided by (used in) Investing Activities
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77,394
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(197,132
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)
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Net Cash provided by Financing Activities
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293
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340,405
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Effect of exchange rate changes on Cash, Cash Equivalents and Restricted Cash
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(1,122
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)
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20
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|||||
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Net Increase in Cash, Cash Equivalents and Restricted Cash
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$
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26,456
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$
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106,457
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Operating Activities
During the six months ended June 30, 2022, operating activities used approximately $50.1 million. The primary factors affecting operating cash flows during the six months ended
June 30, 2022 were the net loss of approximately $58.3 million, impacted by non-cash charges of approximately $8.2 million consisting of stock-based compensation of approximately $9.2 million, depreciation and amortization of approximately
$4.2 million, partially offset by an increase in working capital of approximately $5.2 million.
During the six months ended June 30, 2021, operating activities used approximately $36.8 million. The primary factors affecting operating cash flows during this period were net
loss of approximately $93.2 million, impacted by non-cash charges of approximately $56.4 million consisting of depreciation and amortization of approximately $1.3 million, stock-based compensation of approximately $51.7 million and a decrease in
working capital of approximately $3.4 million.
Investing Activities
During the six months ended June 30, 2022, cash provided by investing activities was approximately $77.4 million, which was primarily from withdrawal of bank
deposits of approximately $135.0 million, partially offset by investment in bank deposits of approximately $50.0 million, purchase of property, plant, and equipment of approximately $5.0 million and increase
in restricted deposits of approximately $2.6 million.
During the six months ended June 30, 2021, cash provided by investing activities was approximately $197.1 million, which was primarily from investment in bank
deposits of approximately $195.0 million and purchase of property, plant, and equipment of approximately $2.1 million.
Financing Activities
During the six months ended June 30, 2022, cash provided by financing activities was approximately $0.3 million, which was related to exercise of options.
During the six months ended June 30, 2021, cash provided by financing activities was approximately $340.4 million, which consisted primarily of issuance of
ordinary shares and cash received from reverse capitalization (net of issuance cost).
Funding Requirements
We expect our expenses to gradually increase in connection with our ongoing activities. To the extent and at such time as necessary for our business progress,
particularly as we continue research and development activities, commercialization expenses related to product sales, marketing, manufacturing and distribution, such expenses may increase. In the event of significant business progress, we may need
to obtain additional funding in connection with our continuing operations. If we are unable to raise capital when and if needed or on attractive terms, we could be forced to delay, reduce or eliminate some of our research and development programs
or future commercialization efforts.
As of June 30, 2022, we had cash and cash equivalents, short term bank deposits and marketable securities of approximately $245.2 million. We expect those funds
to be sufficient to continue to execute our business plan for at least the next 12 months.
We also expect our losses to be significantly higher in future periods as we:
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expand production capabilities to produce our LiDAR solutions, and accordingly incur costs associated with outsourcing the production of our LiDAR solutions;
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expand our design, development, installation and servicing capabilities;
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increase our investment in research and development;
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• |
produce an inventory of our LiDAR solutions; and
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increase our selling and marketing activities and develop our distribution infrastructure.
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Because we will incur costs and expenses from these efforts before we receive incremental revenues with respect thereto, losses in future periods will be
significant. In addition, we may find that these efforts are more expensive than we currently anticipate or that these efforts may not result in revenues, which would further increase our losses.
Off-Balance Sheet Arrangements
The Company’s remaining performance obligations are comprised of product and engineering services not yet satisfied. As of June 30, 2022, the aggregate amount
of the transaction price allocated to remaining performance obligations was $10.2 million, which we expect to recognize as revenue in future years.
Other than as set forth above, we have not entered into any off-balance sheet arrangements and do not have any holdings in variable interest entities.
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