0001841925FALSE00018419252024-08-082024-08-08
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): August 8, 2024
INDIE SEMICONDUCTOR, INC.
(Exact name of registrant as specified in its charter)
Delaware001-4048188-1735159
(State or other jurisdiction
of incorporation)		(Commission File Number)(IRS Employer
Identification No.)
32 Journey
Aliso Viejo, California
92656
(Address of Principal Executive Offices)(Zip Code)
Registrant’s telephone number, including area code: (949) 608-0854
(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 classTrading Symbol(s)Name of each exchange on
which registered
Class A common stock, par value $0.0001 per shareINDIThe Nasdaq Stock Market LLC
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. ☐
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Item 2.02.  Results of Operations and Financial Condition

The information set forth in Exhibit 99.1 of this Current Report is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information set forth in Exhibit 99.1 of this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

On August 8, 2024, indie Semiconductor, Inc. (“indie”) issued a press release announcing its financial results for the second quarter ended June 30, 2024. A copy of the press release is attached as Exhibit 99.1.

A conference call with simultaneous webcast to discuss the financial results for the second quarter ended June 30, 2024 will be held today, August 8, 2024 at 5:00 p.m. Eastern Time. After the live webcast of the conference call, an audio replay will remain available until August 22, 2024 in the Investor Relations section of indie's website at www.indiesemi.com.
Item 9.01  Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.Description
104Cover Page Interactive Data File (embedded within the Inline XBRL document)
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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.
INDIE SEMICONDUCTOR, INC.
August 8, 2024By:/s/ Kanwardev Raja Singh Bal
Name:Kanwardev Raja Singh Bal
Title:Acting Chief Financial Officer & Chief Accounting Officer
(Principal Financial Officer and Principal Accounting Officer)
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Exhibit 99.1



indie-logoxstandarda.jpg


indie Semiconductor Reports Second Quarter 2024 Results

•Q2 2024 Revenue of $52.4 million within Outlook range with Non-GAAP Gross Margin of 50.3%
•Guides Q3 2024 Revenue up 2.5% sequentially at the midpoint
•Radar and Vision programs at Key Customers remain firmly on track for 2025 Revenue ramp
•Continued design win success across the portfolio at Global Automotive OEM’s


ALISO VIEJO, Calif. – August 8, 2024 – indie Semiconductor, Inc. (Nasdaq: INDI), an Automotive solutions provider, today announced second quarter results for the period ended June 30, 2024. Second quarter 2024 revenue was flat to the prior year period at $52.4 million with Non-GAAP gross margin of 50.3 percent. On a GAAP basis, second quarter 2024 operating loss was $36.6 million compared to $40.7 million a year ago. Non-GAAP operating loss for the second quarter of 2024 was $17.2 million, versus $16.3 million during the same period last year. Second quarter 2024 GAAP loss per share was $0.11, while Non-GAAP loss per share was $0.09.

“indie continues to demonstrate resilience in the face of challenging automotive market conditions," said Donald McClymont, indie's co-founder and chief executive officer. “We believe we’ve successfully navigated the cyclical trough that has persisted through 2024 for the automotive market and anticipate a return to revenue growth in the second half of 2024, driven by new product ramps in vehicle camera systems, power delivery, and advanced lighting solutions as well as key global flagship car launches, featuring increased indie content. Looking further ahead, we remain committed to resuming our trajectory of outsized growth in 2025 and beyond, propelled by the start of production ramps of our large-scale radar and computer vision programs. Longer term, we look forward to introducing new generations of sensor fusion SoC’s leveraging our capabilities in radar and computer vision which will position us uniquely in the industry,” added McClymont.

Business Highlights

•Secured Automatic-Emergency-Breaking (AEB) program wins across three global OEMs
•Captured lighting design wins at two of North America’s largest OEMs as well as a key South Korean OEM
•Achieved functional verification of the radar SoC with our lead radar customer for 2025 ramp
•Validated next generation radar solution for high resolution in-cabin vital signs monitoring and vehicle dynamics sensing
•Ramped production of Occupant-Monitoring-System solutions (OMS) for Hyundai-Kia and multiple Chinese OEMs
•Early validation from OEMs of indie’s next generation sensor fusion SoC architecture and specifications
•Reached milestone of 400 million device shipments across our global customer base


Q3 2024 Outlook

We provide guidance on a non-GAAP basis only because certain information necessary to reconcile such results and guidance to GAAP is difficult to estimate and dependent on future events outside of our control and, therefore, is not available without unreasonable efforts. Please refer to the header captioned “Discussion Regarding the Use of Non-GAAP Financial Measures” in this release for a further discussion of our use of non-GAAP measures.

“For the third quarter of 2024, we expect indie’s revenue to increase within the range of zero to 5 percent, or 2.5 percent at the midpoint, outpacing the projected Automotive industry performance,” said Raja Bal, indie’s acting



chief financial officer and chief accounting officer. “At the same time, we expect to achieve gross margins of approximately 50 percent. Based on the production ramp plans for our Radar and Vision programs, we anticipate a return to our industry-leading growth trajectory in 2025 and beyond.”
indie’s Q2 2024 Conference Call

indie Semiconductor will host a conference call with analysts to discuss its second quarter 2024 results and business outlook today at 5:00 p.m. Eastern time. To listen to the conference call via the Internet, please go to the Financials tab on the Investors page of indie’s website. To listen to the conference call via telephone, please call 1-(800) 717-1738 (domestic) or (646) 307-1865 (international), Conference ID: 00518.

A replay of the conference call will be available beginning at 9:00 p.m. Eastern time on August 8, 2024 until 11:59 p.m. Eastern time on August 22, 2024 under the Financials tab on the Investors page of indie’s website, or by calling (844) 512-2921 (domestic) or (412) 317-6671 (international), Replay Pin Number: 1100518.

About indie

indie is empowering the Automotive revolution with next generation automotive semiconductors and software platforms. We focus on developing innovative, high-performance and energy-efficient technology for ADAS, user experience and electrification applications. Our mixed-signal SoCs enable edge sensors spanning Radar, LiDAR, Ultrasound, and Computer Vision, while our embedded system control, power management and interfacing solutions transform the in-cabin experience and accelerate increasingly automated and electrified vehicles. We are an approved vendor to Tier 1 partners and our solutions can be found in marquee automotive OEMs worldwide. Headquartered in Aliso Viejo, CA, indie has design centers and regional support offices across the United States, Canada, Argentina, Scotland, Germany, Hungary, Morocco, Israel, Japan, South Korea, Switzerland and China.

Please visit us at www.indiesemi.com to learn more.




Safe Harbor Statement

This communication contains “forward-looking statements” (including within the meaning of Section 21E of the United States Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended). Such statements can be identified by words such as “will likely result,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” “plan,” “project,” “outlook,” “should,” “could,” “may” or words of similar meaning and include, but are not limited to, the preliminary financial results for our second quarter 2024 included in this press release; statements regarding our future business and financial performance and prospects, including expectations regarding our financial outlook, our belief regarding general market conditions and recovery, product ramps of our vehicle camera systems, power distribution and advanced lighting solutions as well as key global flagship vehicle launches featuring increased content, our return to revenue growth in the second half of 2024, our outsized revenue growth in 2025 propelled by the launch of larger scale radar and vision programs, and future product introductions including sensor fusion system on chips. Such forward-looking statements are based upon the current beliefs and expectations of our management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond our control. Actual results and the timing of events may differ materially from the results included in such forward-looking statements. The preliminary unaudited financial results for our second quarter 2024 included in this press release represent the most current information available to management. In addition to the factors previously disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed with the SEC on February 29, 2024 and in our other public reports filed with the SEC (including those identified under “Risk Factors” therein), the following factors, among others, could cause actual results and the timing of events to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: macroeconomic conditions, including inflation, rising interest rates and volatility in the credit and financial markets; the impacts of the ongoing conflicts in Ukraine and the Middle East; our reliance on contract manufacturing and outsourced supply chain and the availability of semiconductors and manufacturing capacity; competitive products and pricing pressures; our ability to win competitive bid selection processes and achieve additional design wins; the impact of recent acquisitions made and any other acquisitions we may make, including our ability to successfully integrate acquired businesses and risks that the anticipated benefits of any acquisitions may not be fully realized or take longer to realize than expected; our ability to develop, market and gain acceptance for new and enhanced products and expand into new technologies and markets; trade restrictions and trade tensions; and political or economic instability in our target markets. All forward-looking statements in this press release are expressly qualified in their entirety by the foregoing cautionary statements.

Investors are cautioned not to place undue reliance on the forward-looking statements in this press release, which information set forth herein speaks only as of the date hereof. We do not undertake, and we expressly disclaim, any intention or obligation to update any forward-looking statements made in this announcement or in our other public filings, whether as a result of new information, future events or otherwise, except as required by law.


Media Inquiries
media@indiesemi.com


Investor Relations
ir@indiesemi.com

#indieSemi_Earnings




INDIE SEMICONDUCTOR, INC.
PRELIMINARY CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in thousands, except share and per share amounts)
(Unaudited)
Three Months Ended
June 30,		Six Months Ended
June 30,
2024202320242023
Revenue:
Product revenue$49,009 $45,455 $97,587 $79,108 
Contract revenue3,346 6,653 7,121 13,452 
Total revenue52,355 52,108 104,708 92,560 
Operating expenses:
Cost of goods sold30,241 32,127 60,330 56,183 
Research and development41,301 42,069 90,890 78,632 
Selling, general, and administrative17,447 18,637 39,769 35,451 
Total operating expenses88,989 92,833 190,989 170,266 
Loss from operations(36,634)(40,725)(86,281)(77,706)
Other income (expense), net:
Interest income1,076 1,870 2,385 4,289 
Interest expense(2,134)(2,144)(4,240)(4,292)
Gain (loss) from change in fair value of warrants— 25,046 — (22,286)
Gain from change in fair value of contingent considerations and acquisition-related holdbacks17,331 2,303 32,690 673 
Other income (expense)(553)429 (800)429 
Total other income (loss), net15,720 27,504 30,035 (21,187)
Net loss before income taxes(20,914)(13,221)(56,246)(98,893)
Income tax benefit (provision)(86)(342)1,023 3,364 
Net loss(21,000)(13,563)(55,223)(95,529)
Less: Net loss attributable to noncontrolling interest(1,840)(436)(4,884)(9,656)
Net loss attributable to indie Semiconductor, Inc.$(19,160)$(13,127)(50,339)(85,873)
Net loss attributable to common shares — basic$(19,160)$(13,127)$(50,339)$(85,873)
Net loss attributable to common shares — diluted$(19,160)$(13,127)$(50,339)$(85,873)
Net loss per share attributable to common shares — basic$(0.11)$(0.09)$(0.30)$(0.63)
Net loss per share attributable to common shares — diluted$(0.11)$(0.09)$(0.30)$(0.63)
Weighted average common shares outstanding — basic170,164,241 141,973,731 167,384,295 136,760,936 
Weighted average common shares outstanding — diluted170,164,241 141,973,731 167,384,295 136,760,936 







INDIE SEMICONDUCTOR, INC.
PRELIMINARY CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts in thousands)
(Unaudited)
June 30, 2024December 31,
2023
Assets
Current assets:
Cash and cash equivalents$112,347 $151,678 
Restricted cash10,300 — 
Accounts receivable, net58,074 63,602 
Inventory, net42,464 33,141 
Prepaid expenses and other current assets24,371 23,399 
Total current assets247,556 271,820 
Property and equipment, net33,511 26,966 
Intangible assets, net205,402 208,134 
Goodwill289,276 295,096 
Operating lease right-of-use assets14,481 13,790 
Other assets and deposits7,100 3,070 
Total assets$797,326 $818,876 
Liabilities and stockholders' equity
Accounts payable$26,525 $18,405 
Accrued payroll liabilities9,200 6,621 
Contingent considerations
13,149 83,903 
Accrued expenses and other current liabilities27,595 21,411 
Intangible asset contract liability4,089 4,429 
Current debt obligations12,586 4,106 
Total current liabilities93,144 138,875 
Long-term debt, net of current portion157,263 156,735 
Intangible asset contract liability, net of current portion11,246 — 
Deferred tax liabilities, non-current12,996 13,696 
Operating lease liability, non-current11,393 10,850 
Other long-term liabilities8,651 21,695 
Total liabilities$294,693 $341,851 
Commitments and contingencies
Stockholders' equity
Preferred stock$— $— 
Class A common stock18 16 
Class V common stock2 2 
Additional paid-in capital896,220 813,742 
Accumulated deficit(411,780)(361,441)
Accumulated other comprehensive loss(13,750)(6,170)
indie's stockholders' equity470,710 446,149 
Noncontrolling interest31,923 30,876 
Total stockholders' equity502,633 477,025 
Total liabilities and stockholders' equity$797,326 $818,876 




INDIE SEMICONDUCTOR, INC.
RECONCILIATION OF PRELIMINARY NON-GAAP MEASURES TO GAAP
(Unaudited)

GAAP refers to financial information presented in accordance with U.S. Generally Accepted Accounting Principles. This press release includes non-GAAP financial measures, as defined in Regulation G promulgated by the Securities and Exchange Commission. We believe that our presentation of non-GAAP financial measures provides useful supplementary information to investors. The presentation of non-GAAP financial measures is not meant to be considered in isolation from or as a substitute for results prepared in accordance with GAAP.

The reconciliations of our preliminary GAAP to non-GAAP measures are as follows (in thousands, except share and per share amounts):


Three Months Ended
June 30,		Six Months Ended
June 30,
2024202320242023
Computation of non-GAAP gross margin:
GAAP revenue$52,355$52,108$104,708$92,560
GAAP cost of goods sold30,24132,12760,33056,183
Acquisition-related expenses(109)(2,898)(219)(5,546)
Amortization of intangible assets(3,727)(4,267)(7,462)(6,286)
Inventory cost realignments——(145)—
Share-based compensation(388)(68)(488)(136)
Non-GAAP gross profit$26,338$27,214$52,692$48,345
Non-GAAP gross margin50.3 %52.2 %50.3 %52.2 %

Three Months Ended
June 30,		Six Months Ended
June 30,
2024202320242023
Computation of non-GAAP operating loss:
GAAP loss from operations$(36,634)$(40,725)$(86,281)$(77,706)
Acquisition-related expenses558 7,431 1,753 12,564 
Amortization of intangible assets5,970 3,676 11,741 7,099 
Inventory cost realignments— — 145 — 
Share-based compensation 12,900 13,292 38,284 24,918 
Non-GAAP operating loss$(17,206)$(16,326)$(34,358)$(33,125)





Three Months Ended
June 30,		Six Months Ended
June 30,
2024202320242023
Computation of non-GAAP net loss:
Net loss$(21,000)$(13,563)$(55,223)$(95,529)
Acquisition-related expenses558 7,431 1,753 12,564 
Amortization of intangible assets5,970 3,676 11,741 7,099 
Inventory cost realignments— — 145 — 
Share-based compensation12,900 13,292 38,284 24,918 
(Gain) loss from change in fair value of warrants— (25,046)— 22,286 
Gain from change in fair value of contingent considerations and acquisition-related holdbacks(17,331)(2,303)(32,690)(673)
Other income (expense)553 (429)800 (429)
Non-cash interest expense265 240 515 499 
Income tax benefit (provision)86 342 (1,023)(3,364)
Non-GAAP net loss$(17,999)$(16,360)$(35,698)$(32,629)


Three Months Ended
June 30,		Six Months Ended
June 30,
2024202320242023
Computation of Non-GAAP EBITDA:
Net loss$(21,000)$(13,563)$(55,223)$(95,529)
Interest income(1,076)(1,870)(2,385)(4,289)
Interest expense2,134 2,144 4,240 4,292 
(Gain) loss from change in fair value of warrants— (25,046)— 22,286 
Gain from change in fair value of contingent considerations and acquisition-related holdbacks(17,331)(2,303)(32,690)(673)
Other expenses553 (429)800 (429)
Income tax benefit (provision)86 342 (1,023)(3,364)
Depreciation and amortization7,393 8,055 14,700 11,478 
Stock-based compensation12,900 13,292 38,284 24,918 
Inventory cost realignments— — 145 — 
Acquisition-related expenses558 7,431 1,753 12,564 
Non-GAAP EBITDA$(15,783)$(11,947)$(31,399)$(28,746)






Three Months Ended June 30, 2024
Computation of non-GAAP share count:
Weighted Average Class A common stock - Basic170,164,241 
Weighted Average Class V common stock - Basic18,509,442 
Escrow Shares1,725,000 
TeraXion Unexercised Options692,347 
Non-GAAP share count191,091,030 
Non-GAAP net loss$(17,999)
Non-GAAP net loss per share$(0.09)




Discussion Regarding the Use of Non-GAAP Financial Measures

Our earnings release contains some or all of the following financial measures that have not been calculated in accordance with United States Generally Accepted Accounting Principles (“GAAP”): (i) non-GAAP gross profit and gross margin, (ii) non-GAAP operating loss, (iii) non-GAAP net loss, (iv) non-GAAP EBITDA, (v) non-GAAP share count, (vi) non-GAAP net loss and (vii) non-GAAP net loss per share. As set forth in the tables above, we derive such non-GAAP financial measures by excluding certain expenses and other items from the respective GAAP financial measure that is most directly comparable to each non-GAAP financial measure. Management may use these non-GAAP financial measures to, amongst other things, evaluate operating performance and compare it against past periods or against peer companies, make operating decisions, forecast for future periods and to determine payments under compensation programs. These non-GAAP financial measures provide management with additional means to understand and evaluate the operating results and trends in our ongoing business by eliminating certain expenses and other items that management believes might otherwise make comparisons of our ongoing business with prior periods and competitors more difficult, obscure trends in ongoing operations or improve management’s ability to forecast future periods.

We provide investors with non-GAAP gross profit and gross margin, non-GAAP operating loss, non-GAAP net loss and non-GAAP net loss per share because we believe it is important for investors to be able to closely monitor and understand changes in our ability to generate income from ongoing business operations. We believe these non-GAAP financial measures give investors an additional method to evaluate historical operating performance and identify trends, an additional means of evaluating period-over-period operating performance and a method to facilitate certain comparisons of our operating results to those of our peer companies. We further believe these non-GAAP financial measures allow investors to assess the overall financial performance of our ongoing operations by eliminating the impact of (i) acquisition-related expenses (including acquisition-related professional fees and legal expenses, deemed compensation expense and expenses recognized in relation to changes in contingent consideration obligations), (ii) amortization of acquisition-related intangibles and certain license rights, (iii) inventory cost realignments, (iv) gains or losses recognized in relation to changes in the fair value of warrants, contingent considerations issued by indie, acquisition-related holdbacks and unrealized gains or losses from currency hedging contracts, (v) non-cash interest expenses related to the amortization of debt discounts and issuance costs, (vi) share-based compensation, and (vii) income tax benefit (expenses). We believe that disclosing these non-GAAP financial measures contributes to enhanced financial reporting transparency and provides investors with added clarity about complex financial performance measures.

We do not report a GAAP measure of gross profit or gross margin because certain costs related to contract revenues are expensed as incurred and included in research and development expenses, and not in cost of sales, as it is not practicable for us to bifurcate these expenses. We derive and reconcile non-GAAP gross profit from the most relevant GAAP financial measures by subtracting GAAP cost of sales, adjusted for acquisition-related expenses and share-based compensation, from GAAP revenue. We calculate non-GAAP operating loss by excluding from GAAP operating loss, any (i) acquisition-related expenses (including acquisition-related professional fees and legal expenses, deemed compensation expense and expenses recognized in relation to changes in contingent consideration obligations), (ii) amortization of acquisition-related intangibles and certain license rights, (iii) inventory cost realignments and (iv) share-based compensation. We calculate non-GAAP net loss by excluding from GAAP net income (loss), any (i) acquisition-related expenses (including acquisition-related professional fees and legal expenses, deemed compensation expense and expenses recognized in relation to changes in contingent consideration obligations), (ii) amortization of acquisition-related intangibles and certain license rights, (iii) inventory cost realignments, (iv) gains or losses recognized in relation to changes in the fair value of warrants, contingent considerations issued by indie, acquisition-related holdbacks and unrealized gains or losses from currency hedging contracts, (v) non-cash interest expenses related to the amortization of debt discounts and issuance costs, (vi) share-based compensation, and (vii) income tax benefit (expenses). We calculate non-GAAP EBITDA by excluding from GAAP net income (loss), any (i) acquisition-related expenses (including acquisition-related professional fees and legal expenses, deemed compensation expense and expenses recognized in relation to changes in contingent consideration obligations), (ii) amortization of acquisition-related intangibles and certain license rights, (iii) depreciation of fixed assets, (iv)inventory cost realignments, (v) gains or losses recognized in relation to changes in the fair value of warrants, contingent considerations issued by indie, acquisition-related holdbacks and unrealized gains or losses from currency hedging contracts, (vi) non-cash interest expenses related to the amortization of debt discounts and issuance costs, (vii) share-based compensation, and (viii) income tax benefit (expenses). We calculate



non-GAAP share count by adding (i) weighted average Class A common stock, (ii) weighted average Class V common stock held by minority shareholders, which are exchangeable into Class A common stock, (iii) Escrow Shares and (iv) vested but unexercised options issued as part of the TeraXion acquisition. Non-GAAP net loss per share is calculated by dividing non-GAAP net loss by non-GAAP share count.

We exclude the items identified above from the respective non-GAAP financial measure referenced above for the reasons set forth with respect to each such excluded item below:

Acquisition-related expenses - including such items as, when applicable, fair value charges incurred upon the sale of acquired inventory, accounting impact to the cost of goods sold due to one-time inventory costing realignment with a specific supplier and acquisition-related professional fees and legal expenses because they are not considered by management in making operating decisions and we believe that such expenses do not have a direct correlation to our future business operations and thereby including such charges do not necessarily reflect the performance of our ongoing operations for the period in which such charges or reversals are incurred.

Amortization expenses - related to the amortization expense for acquired intangible assets and certain license rights.

Depreciation expenses - related to the depreciation expenses for all property and equipment on hand.

Inventory cost realignments - related to the supplier allocation premiums introduced during COVID that is currently incorporated in our inventory cost but have since been eliminated going forward. The impact of this premium is deemed non-recurring and therefore not considered by management in its evaluation of the ongoing performance of the business.

Share-based compensation - related to the non-cash compensation expense associated with equity awards granted to our employees (including those granted in lieu of cash compensation) and employer tax related to employee stock transactions. These expenses are not considered by management in making operating decisions and such expenses do not have a direct correlation to our future business operations.

Gain (loss) from change in fair values - because these adjustments (1) are not considered by management in making operating decisions, (2) are not directly controlled by management, (3) do not necessarily reflect the performance of our ongoing operations for the period in which such charges are recognized and (4) cannot make comparisons between peer company performance less reliable.

Non-cash interest expense - related to the amortization of debt discounts and issuance costs because (1) these expenses are not considered by management in making decision with respect to financing decisions, and (2) these generally reflect non-cash costs.

Income tax benefit (expense) - related to the estimated income tax benefit (expense) that does not result in a current period tax refunds (payments).

The non-GAAP financial measures presented should not be considered in isolation and are not an alternative for the respective GAAP financial measure that is most directly comparable to each such non-GAAP financial measure. Investors are cautioned against placing undue reliance on these non-GAAP financial measures and are urged to review and consider carefully the adjustments made by management to the most directly comparable GAAP financial measures to arrive at these non-GAAP financial measures. Non-GAAP financial measures may have limited value as analytical tools because they may exclude certain expenses that some investors consider important in evaluating our operating performance or ongoing business performance. Further, non-GAAP financial measures are likely to have limited value for purposes of drawing comparisons between companies as a result of different companies potentially calculating similarly titled non-GAAP financial measures in different ways because non-GAAP measures are not based on any comprehensive set of accounting rules or principles.

Beginning in Q4 2023, management added non-GAAP EBITDA, which removes non-recurring, irregular and one-time items that may distort EBITDA, to the current non-GAAP financial measures. We will calculate non-GAAP EBITDA by excluding from GAAP net income (loss), any (i) acquisition-related expenses (including acquisition-related professional fees and legal expenses, deemed compensation expense and expenses recognized in relation to



changes in contingent consideration obligations), (ii) amortization of acquisition-related intangibles and certain license rights, (iii) depreciation of property, plant and equipment, (iv) inventory cost realignments, (v) gains or losses recognized in relation to changes in the fair value of warrants, contingent considerations issued by indie, acquisition-related holdbacks and unrealized gains or losses from currency hedging contracts, (vi) non-cash interest expenses related to the amortization of debt discounts and issuance costs, (vii) share-based compensation, and (viii) income tax benefit (expenses).

To the extent our disclosures contain forward-looking estimates of non-GAAP financial measures, such as our forward-looking outlook for non-GAAP EBITDA, these measures are provided to investors on a prospective basis for the same reasons (set forth above) we provide them to investors on a historical basis. We are generally unable to provide a reconciliation of our forward-looking non-GAAP measures because certain information needed to make a reasonable forward-looking estimate of such non-GAAP measures are difficult to predict and estimate and is often dependent on future events that may be uncertain or outside of our control and, therefore, is not available without unreasonable efforts. Such events may include unanticipated changes in our GAAP effective tax rate, unanticipated one-time charges related to asset impairments (fixed assets, inventory, intangibles, or goodwill), unanticipated acquisition-related expenses, unanticipated settlements, gains, losses and impairments and other unanticipated items not reflective of ongoing operations. Our forward-looking estimates of both GAAP and non-GAAP measures of our financial performance may differ materially from our actual results and should not be relied upon as statements of fact.

v3.24.2.u1
Cover
Aug. 08, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Aug. 08, 2024
Entity Registrant Name INDIE SEMICONDUCTOR, INC.
Entity Incorporation, State or Country Code DE
Entity File Number 001-40481
Entity Tax Identification Number 88-1735159
Entity Address, Address Line One 32 Journey
Entity Address, City or Town Aliso Viejo
Entity Address, State or Province CA
Entity Address, Postal Zip Code 92656
City Area Code 949
Local Phone Number 608-0854
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Class A common stock, par value $0.0001 per share
Trading Symbol INDI
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Entity Central Index Key 0001841925
Amendment Flag false
indie Semiconductor (NASDAQ:INDI)
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