Valens Semiconductor Reports Fourth Quarter and Full Year 2023 Results

Fourth quarter revenues reached $21.9 million, and net income was $2.8 million; Full year 2023 revenues reached $84.2 million with automotive revenues reaching an annual record high

HOD HASHARON, Israel, Feb. 28, 2024 /PRNewswire/ -- Valens Semiconductor Ltd. (NYSE: VLN), a leader in high-performance connectivity, today reported financial results for the fourth quarter and full year ended December 31, 2023.

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"Valens Semiconductor demonstrated both its resilience and innovation in 2023. Against a backdrop of increasing headwinds in the global semiconductor industry, we continued to expand our engagements and partnerships and to enhance our lineup of high-performance connectivity solutions with a focus on addressing unmet needs and emerging trends," said Gideon Ben-Zvi, CEO of Valens Semiconductor. "Revenues were at the top end of our guidance for both the fourth quarter and the full year, reaching $21.9 million and $84.2 million, respectively. Notably, automotive revenues delivered a record high, contributing over 30% to total revenues.

"We implemented our vision for a holistic strategy that leverages Valens Semiconductor's core technology to power cross-industry innovation and are well-positioned to benefit from positive long-term trends in videoconferencing, education, industrial, medical imaging, and automotive. For example, the advantages of our technology make it an optimal connectivity solution to support the increasing need for AI-based applications in robust connectivity solutions that allow the distribution of ever-increasing data.

"As more corporations implement return-to-office policies, our offerings are increasingly relevant for all types of meeting rooms, from large corporate board rooms to small huddle rooms, as well as small office/home office setups. We also identified a large opportunity that solves the growing requirement for a cost-effective long-range single-chip solution for multi-Gig connectivity in videoconferencing, IT, industrial and medical applications. The introduction of our VS6320 chipset for USB3.2 extension opens new prospects for us, especially in end markets that we are targeting for expansion. For example, we can increase our current foothold in the industrial sector by addressing its unmet demand for high bandwidth and resilience required by AI- based computer vision. This ground-breaking chipset has already garnered industry recognition and is expected to drive opportunities in several verticals.

"2023 was also our first full year of selling our chipsets into a broad range of Mercedes-Benz models, which was reflected in our record auto sales this year. We are also seeing progress on the vehicle safety and ADAS front based on participating in a growing number of evaluation processes for our VA7000 MIPI A-PHY-compliant chipsets. While the automotive sector is currently experiencing softer demand and slower decision-making around new technology adoption, there is much anticipation surrounding our offerings, such as with our strategic partnership for our next-generation A-PHY-compliant chipsets with Intel Foundry Services and the introduction of the VA700R chipset for the trucking industry. The progress we have made to date highlights our focus on advancing connectivity and safety solutions in the automotive market.

"Valens Semiconductor remains committed to leading the market in advanced high-performance connectivity chips. We entered 2024 with a strong balance sheet, which includes $142.0 million in cash and cash equivalents. This financial flexibility allows us to continue investing in innovations and pursuing growth opportunities. Looking ahead, I am confident that Valens Semiconductor is well positioned with a highly relevant and compelling set of solutions to meet evolving customer demands when the market tailwinds return," concluded Ben-Zvi.

Key Financial Highlights

    --  Fourth quarter 2023 revenues reached $21.9 million, compared to $23.5
        million in the fourth quarter of 2022- GAAP gross margin was 61.7% for
        the fourth quarter 2023 (non-GAAP gross margin was 63.1%). This compared
        to GAAP gross margin 68.3% for the fourth quarter 2022 (and non-GAAP
        gross margin of 69.2%). The year-over-year change was mostly due to the
        larger share of automotive revenue compared to audio-video, which has
        much higher gross margin- GAAP Net Income increased to $2.8 million in
        the fourth quarter 2023, up from a Net Loss of $(7.3) million in the
        fourth quarter 2022 - Adjusted EBITDA in the fourth quarter of 2023 was
        positive, increasing to $2.2 million, up from $(4.6) million in the
        fourth quarter 2022



    --  Full year revenues reached $84.2 million in 2023, compared to $90.7
        million in 2022 - Audio-video revenues accounted for 68.2%, reaching
        $57.4 million compared to $74.5 million in 2022, as customers worked
        through excess inventory which slowed the pace of orders - Automotive
        revenues accounted for 31.8% reaching a record of $26.8 million, up from
        $16.2 million in 2022 - 2023 full year GAAP gross margin was 62.5%
        (non-GAAP gross margin was 63.9%). This compared to 2022 full year GAAP
        gross margin was 69.9% (and non-GAAP gross margin of 70.7%)
    --  Full year 2023 GAAP Net Loss was $(19.7) million, better than a Net Loss
        of $(27.7) million in 2022
    --  Adjusted EBITDA loss in 2023 was $(10.3) million, better than the
        $(14.9) million recorded in 2022
    --  Robust balance sheet of $142.0 million in cash, cash equivalents and
        short-term deposits, and no debt, as of December 31, 2023, compared to
        $142.7 at the end of September 2023, and $148.4 million at the end of
        December 31, 2022
    --  Inventory balance of $13.8 million on December 31, 2023, down from $16.9
        million on September 30, 2023, and $23.8 million on December 31, 2022

Key Business Developments

Leveraged Valens Semiconductor's core technology to power cross-industry innovation and presence

    --  Florida's largest county modernizes classrooms with Valens Semiconductor
        connectivity products in district's public schools



    --  Introduced the innovative USB3.2 extension, our VS6320 chipset, which is
        gaining traction in the marketplace - Dozens of products, such as
        cameras and huddle-room docking stations already in development by
        customers - Revenues expected to begin ramping up in the second half of
        2024 - Awards won: CES 2024 Innovation Award Honoree/Embedded Technology
        category, ISE 2024'S Commercial Integrator's TNT Top New Technology
        Award and AV Technology Magazine's Best of Show
    --  Sold VA6000 chipsets for infotainment and telematics into a broad range
        of Mercedes-Benz models, the S, C, and E class series and EV models for
        the first full year, driving automotive revenues to more than 30% of
        total revenues in 2023





    --  Progressed and leveraged the VA7000 chipset family - Continued to make
        progress and expanded the prospective opportunity pipeline with
        automotive OEMs - Validated by leading European labs at the request of
        leading automotive OEMs who are evaluating our technology, adding to the
        excellent Electromagnetic Compatibility (EMC) immunity tests in Japan by
        JASPAR earlier in 2023 - Intel Foundry Services (IFS) partnership to
        fabricate the next-generation of our A-PHY-compliant chipsets, enabling
        significant cost and power reductions for this chipset family while
        achieving the highest performance and robust EMC immunity - Based on the
        VA7000, developed a new chipset that improves visibility for truckers on
        the highway by delivering an unparalleled combination of bandwidth and
        link distances for surround view and rear-view visibility - Collaborated
        with AI image processing company, iCatch Technology, on Valens
        Semiconductor's automotive-grade VA7000 for its 360(0) multi-camera
        video conferencing solution and a multi-channel surround view monitoring
        system for the automotive industry

Financial Outlook

Disclaimer: Valens Semiconductor does not provide GAAP net profit (loss) guidance as certain elements of net profit (loss), including share-based compensation expenses and warrant valuations, are not predictable due to the high variability and difficulty of making accurate forecasts. Adjusted EBITDA is a non-GAAP measure. See the tables below for additional information regarding this and other non-GAAP metrics used in this release.

"As with the rest of the semiconductor industry, Valens Semiconductor continues to encounter challenging macroeconomic conditions and shorter lead times which influence ordering and inventory consumption patterns. For the first quarter of 2024, revenues are now expected to range between $11.0 million and $11.2 million. Gross margin is expected to range between 52.2% and 53.0%, and adjusted EBITDA loss is expected to be in the range of $(9.7) million and $(9.1) million", said Guy Nathanzon, CFO of Valens Semiconductor.

"Looking ahead, Valens Semiconductor's growth prospects for the medium and longer term remain positive. However, the current environment is currently impacting our visibility and is likely to lead to a challenging first half. As such, second quarter 2024 revenues are expected to be relatively flat compared to the first quarter of 2024. Once the industry recovers, we will be ready to continue executing our growth plan with an even broader portfolio," concluded Nathanzon.

Conference Call Information

Valens Semiconductor will host a conference call today, Wednesday, February 28, 2024, at 8:30 a.m. Eastern Time (ET) to discuss its fourth quarter and full year 2023 financial results and business outlook. To access this call, dial (at least 10 minutes before the scheduled time) +1 (888) 281-1167 (U.S.), 0 (808) 101-2717 (UK), 03 918 0610 (Israel) or +972 3 918 0610 (all other locations). A live webcast of the conference call will be available via the investor relations section of Valens Semiconductor's website at Valens - Financials - Quarterly Results. The live webcast can also be accessed by clicking here. A replay of the conference call will be available on Valens Semiconductor's website shortly after the call concludes.

NYSE Rule 203.01 Annual Financial Report Announcement

Pursuant to Rule 203.01 of the New York Stock Exchange Manual, Valens Semiconductor Ltd. hereby announces to holders of its ordinary shares that its Annual Report on Form 20-F for 2023 (including its full year 2023 audited financial statements), filed with the U.S. Securities and Exchange Commission on February 28, 2024, is available in the investor relations section of its website at https://investors.valens.com/financials/secfilings/default.aspx. While the company encourages the sustainable approach of downloading and reading the report online, hard copies of the 2023 Annual Report will be provided free of charge, upon request, as follows: Valens Semiconductor Ltd., 8 Hanagar St. POB 7152, Hod Hasharon 4501309, Israel, or by emailing: investors@valens.com.

Forward-Looking Statements

This press release includes "forward-looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as "estimate," "plan," "project," "forecast," "intend," "will," "expect," "anticipate," "believe," "seek," "target" or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding our anticipated future results, including financial results, currency exchange rates, and contract wins, and future economic and market conditions. These statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of Valens Semiconductor's ("Valens") management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of Valens Semiconductor. These forward-looking statements are subject to a number of risks and uncertainties, including the cyclicality of the semiconductor industry; the effect of inflation and a rising interest rate environment on our customers and industry; the ability of our customers to absorb inventory; the impact of the global pandemic caused by COVID-19 on our customers' budgets and on economic conditions generally, as well as the length, severity of and pace of recovery following the pandemic; competition in the semiconductor industry, and the failure to introduce new technologies and products in a timely manner to compete successfully against competitors; if Valens fails to adjust its supply chain volume due to changing market conditions or fails to estimate its customers' demand; disruptions in relationships with any one of Valens' key customers; any difficulty selling Valens' products if customers do not design its products into their product offerings; Valens' dependence on winning selection processes; even if Valens succeeds in winning selection processes for its products, Valens may not generate timely or sufficient net sales or margins from those wins; sustained yield problems or other delays in the manufacturing process of products; our ability to effectively manage, invest in, grow, and retain our sales force, research and development capabilities, marketing team and other key personnel; our ability to timely adjust product prices to customers following price increase by the supply chain; our ability to adjust our inventory level due to reduction in demand due to inventory buffers accrued by customers; our expectations regarding the outcome of any future litigation in which we are named as a party; our ability to adequately protect and defend our intellectual property and other proprietary rights; the market price and trading volume of the Valens ordinary shares may be volatile and could decline significantly; political, economic, governmental and tax consequences associated with our incorporation and location in Israel; and those factors discussed in Valens' Form 20-F filed with the SEC on February 28, 2024 under the heading "Risk Factors," and other documents of Valens filed, or to be filed, with the SEC. If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that Valens does not presently know or that Valens currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect Valens' expectations, plans or forecasts of future events and views as of the date of this press release. Valens anticipates that subsequent events and developments may cause Valens' assessments to change. However, while Valens may elect to update these forward-looking statements at some point in the future, Valens specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing Valens' assessment as of any date subsequent to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements.

About Valens Semiconductor

Valens Semiconductor is a leader in high-performance connectivity, enabling customers to transform the digital experiences of people worldwide. Valens' chipsets are integrated into countless devices from leading customers, powering state-of-the-art audio-video installations, next-generation videoconferencing, and enabling the evolution of ADAS and autonomous driving. Pushing the boundaries of connectivity, Valens sets the standard everywhere it operates, and its technology forms the basis for the leading industry standards such as HDBaseT® and MIPI A-PHY. For more information, visit https://www.valens.com.


                                                                                            
            
              VALENS SEMICONDUCTOR LTD.
                                                                                               
              SUMMARY OF FINANCIAL RESULTS
                                                                                   
              (U.S. Dollars in thousands, except per share amounts)








                                                                                                                                                                 
            
              Three Months Ended                 
            
              Year Ended

                                                                                                                                                                    
            
              December 31,                   
            
              December 31,


                                                                                                                                                                                2023                    2022                           2023                   2022



       Revenues                                                                                                                                                              21,940                  23,473                         84,161                 90,715



       Gross Profit                                                                                                                                                          13,527                  16,030                         52,592                 63,390



       Gross Margin                                                                                                                                                          61.7 %                 68.3 %                        62.5 %                69.9 %



       Net Income (Loss)                                                                                                                                                      2,790                 (7,317)                      (19,661)              (27,667)



       Working Capital
            
              [1]                                                                                                                               158,763                 163,721                        158,763                163,721



       Cash, cash equivalents and short-term deposits
            
              [2]                                                                                                142,020                 148,387                        142,020                148,387


                                                                                                                                                                             (4,136)                (5,831)                       (6,359)              (22,095)


       Net cash used in operating activities



       
              
                
                  Non-GAAP Financial Data

    ---


       Non-GAAP Gross Margin[3]                                                                                                                                              63.1 %                 69.2 %                        63.9 %                70.7 %



       Adjusted EBITDA Income (Loss)
            
              [4]                                                                                                                   2,212                 (4,610)                      (10,259)              (14,903)


                                                                                                                                                                               $0.06                 $(0.03)                       $(0.05)               $(0.17)


       Non-GAAP Income (Loss) per share


       (in U.S. Dollars)[5]







       
              
                1. Working Capital is calculated as Total Current Assets, less Total Current Liabilities, as of the last day of the period.

         
                2. As of the last day of the period.
                       3. Non-GAAP Gross Margin is defined as: GAAP Gross Profit excluding share-based compensation and depreciation expenses, divided by revenue. For the three months ended December 31, 2023, and 2022, share-based compensation and depreciation expenses were $328 thousand and $202 thousand, respectively. For the twelve months ended December 31, 2023, and
                        2022, share-based compensation and depreciation expenses were $1,200 thousand and $712 thousand, respectively.
                       4. Adjusted EBITDA is defined as Net profit (loss) before financial income (expense), net, income taxes, equity in earnings of investee and depreciation and amortization, further adjusted to exclude share-based compensation and change in fair value of Forfeiture Shares, which may vary from period-to-period. We caution investors that amounts presented
                        in accordance with our definition of Adjusted EBITDA may not be comparable to similar measures disclosed by other issuers, because not all issuers calculate Adjusted EBITDA in the same manner. Adjusted EBITDA should not be considered as an alternative to Net loss or any other performance measures derived in accordance with GAAP or as an alternative to
                        cash flows from operating activities as a measure of our liquidity. Please refer to the appendix at the end of this press release for a reconciliation to the most directly comparable measure in accordance with GAAP.

         
                5. See reconciliation of GAAP to non-GAAP financial measures.




                                                                                   
              
                VALENS SEMICONDUCTOR LTD.
                                                                             
                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                                                           
          (U.S. Dollars in thousands, except share and per share amounts)




                                                                                                                             Three Months Ended                Year Ended
                                                                                                             December 31,                         December 31,


                                                                                                                                           2023                       2022        2023                   2022





     
                REVENUES                                                                                                              21,940                     23,473      84,161                 90,715



     
                COST OF REVENUES                                                                                                     (8,413)                   (7,443)   (31,569)              (27,325)



     
                GROSS PROFIT

                                                                                                                                         13,527                     16,030      52,592                 63,390



     
                OPERATING EXPENSES:



         Research and development 
              expenses                                                                                  (8,631)                  (16,462)   (48,171)              (58,207)



         Sales and marketing expenses                                                                                                  (3,984)                   (4,081)   (17,314)              (16,959)


                                                                                                                                        (2,648)                   (3,587)   (14,024)              (16,593)


     General and administrative
               expenses



     
                TOTAL OPERATING EXPENSES

                                                                                                                                       (15,263)                  (24,130)   (79,509)              (91,759)



     
                OPERATING LOSS

                                                                                                                                        (1,736)                   (8,100)   (26,917)              (28,369)



     Change in fair value of Forfeiture Shares

                                                                                                                                             95                      (865)      1,713                  2,907



     Financial income (expenses), net

                                                                                                                                          4,477                      1,684       5,637                (1,770)



     
                INCOME (LOSS) BEFORE INCOME TAXES                                                                                      2,836                    (7,281)   (19,567)              (27,232)



     
                INCOME TAXES                                                                                                            (51)                      (41)      (112)                 (451)



     
                INCOME (LOSS) AFTER INCOME TAXES                                                                                       2,785                    (7,322)   (19,679)              (27,683)



     Equity in earnings of investee                                                                                                          5                          5          18                     16



     
                NET INCOME (LOSS)                                                                                                      2,790                    (7,317)   (19,661)              (27,667)





     
                EARNINGS PER SHARE DATA:





     
                BASIC AND DILUTED NET INCOME (LOSS)                                                                                    $0.03                    $(0.07)    $(0.19)               $(0.28)

                   PER ORDINARY SHARE
                
                  
           
         [6]
                            
                
                 (in U.S. Dollars)



     
                WEIGHTED AVERAGE NUMBER OF SHARES USED                                                                           102,964,797                 98,632,019 101,985,939


     
                IN COMPUTING NET INCOME (LOSS)


     
                PER ORDINARY SHARE                                                                                                                                                  97,820,782







     
                
                  6. See footnote 5.


                                          
              
                VALENS SEMICONDUCTOR LTD.
                                          
                CONDENSED CONSOLIDATED BALANCE SHEETS
                                               
                (U.S. Dollars in thousands)




                                                                                                     December 31, 2023       December 31, 2022


     
                ASSETS


                                                                                              17,261                  20,024


     
                CURRENT ASSETS


     Cash and cash equivalents



         Short-term deposits                                                                124,759                 128,363



         Trade accounts receivables                                                          14,642                  11,514



         Inventories                                                                         13,836                  23,816



         Prepaid expenses and other current assets                                            4,196                   4,793



     
                TOTAL CURRENT ASSETS                                                      174,694                 188,510





     
                LONG-TERM ASSETS:



         Property and equipment, net                                                          2,954                   2,790



         Operating lease right-of-use assets                                                  2,202                   3,824



         Other assets                                                                           708                     535



     
                TOTAL LONG-TERM ASSETS                                                      5,864                   7,149


                                                                                             180,558                 195,659


     
                TOTAL ASSETS




                                                                                              15,931                  24,789


     
                LIABILITIES AND SHAREHOLDERS' EQUITY




     
                CURRENT LIABILITIES





     
                LONG-TERM LIABILITIES:



          Forfeiture shares                                                                      38                   1,751



          Operating leases liabilities                                                          190                   1,624



         Other long-term liabilities                                                             95                      54



     
                TOTAL LONG-TERM LIABILITIES                                                   323                   3,429


                                                                                              16,254                  28,218


     
                TOTAL LIABILITIES





     
                TOTAL SHAREHOLDERS' EQUITY                                                164,304                 167,441



     
                TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                180,558                 195,659


                                                                                                            
              
                VALENS SEMICONDUCTOR LTD.
                                                                                                      
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                                                                                
                (U.S. Dollars in thousands)




                                                                                                                                                                        Three Months Ended  Year Ended

                                                                                                                                                                           December 31,    December 31,


                                                                                                                                                                                      2023          2022        2023 2022



     
                CASH FLOW FROM OPERATING ACTIVITIES



     
                    Net income (loss) for the period                                                                                                                              2,790       (7,317)   (19,661)         (27,667)



     
                    Adjustments to reconcile net income (loss) to net cash used in operating activities:



     Depreciation                                                                                                                                                                     439           361       1,632             1,377



     Stock-based compensation                                                                                                                                                       3,509         3,129      15,026            12,089



     Exchange rate differences                                                                                                                                                    (2,707)      (1,280)        945             4,259



     Interest on short-term deposits                                                                                                                                                (481)        (574)      (848)          (1,213)



     Change in fair value of forfeiture shares                                                                                                                                       (95)          865     (1,713)          (2,907)



     Reduction in the carrying amount of ROU assets                                                                                                                                   410           446       1,874             1,726



     Equity in earnings of investee, net of dividend received                                                                                                                        (12)                       1



     
                    Changes in operating assets and liabilities:



     Trade accounts receivable                                                                                                                                                    (7,020)      (3,449)    (3,166)          (4,419)



     Prepaid expenses and other current assets                                                                                                                                      (557)      (2,098)        489             3,462



     Inventories                                                                                                                                                                    3,066       (1,942)      9,980          (14,494)



     Long-term assets                                                                                                                                                               (168)          243       (174)              293



     Current Liabilities                                                                                                                                                          (2,931)        5,592     (9,187)            6,962



     Change in operating lease liabilities                                                                                                                                          (347)          184     (1,598)          (1,571)



     Other long-term liabilities                                                                                                                                                     (32)            9          41                 8



     
                    Net cash used in operating activities                                                                                                                       (4,136)      (5,831)    (6,359)         (22,095)





     
                CASH FLOWS FROM INVESTING ACTIVITIES:



         Investment in short-term deposits                                                                                                                                       (32,682)     (82,345)  (206,024)        (214,522)



         Maturities of short-term deposits                                                                                                                                         41,804        76,215     208,561           203,902



         Purchase of property and equipment                                                                                                                                          (86)        (317)    (1,185)          (1,109)



     
                    Net cash provided by (used in) investing activities                                                                                                           9,036       (6,447)      1,352          (11,729)





     
                CASH FLOWS FROM FINANCING ACTIVITIES:



         Exercise of options                                                                                                                                                          233           289       1,498               822



     
                    Net cash provided by financing activities                                                                                                                       233           289       1,498               822





     
                    Effect of exchange rate changes on cash and cash equivalents                                                                                                    942           108         746           (3,765)



     
                INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                                                                                                  6,075      (11,881)    (2,763)         (36,767)



     
                CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE PERIOD                                                                                                         11,186        31,905      20,024            56,791



     
                CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD                                                                                                               17,261        20,024      17,261            20,024





     
                SUPPLEMENT DISCLOSURE OF CASH FLOW INFORMATION



         Cash paid for taxes                                                                                                                                                           31            56         293               214





     
                SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES



     Trade accounts payable on account of property and equipment                                                                                                                      486            53         611               317



     Operating lease liabilities arising from obtaining operating right-of-use assets[7]                                                                                               55           132         398               648







     
                
                  7. Excluding the impact of $4.9 million recognized in the year ended Dec 31, 2022, due to initial adoption of the new lease standard ASC 842.


                                                                               
              
                VALENS SEMICONDUCTOR LTD.
                                                                       
                RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
                                                                                    
                (U.S. Dollars in thousands)



    The following table provides a reconciliation of Net income (loss) to Adjusted EBITDA, a non-GAAP measure. Adjusted EBITDA is defined as Net profit (loss)
    before financial income (expense), net, income taxes, equity in earnings of investee and depreciation and amortization, further adjusted to exclude
    share-based compensation and change in fair value of Forfeiture Shares, which may vary from period-to-period. We caution investors that amounts
    presented in accordance with our definition of Adjusted EBITDA may not be comparable to similar measures disclosed by other issuers, because
    not all issuers calculate Adjusted EBITDA in the same manner. Adjusted EBITDA should not be considered as an alternative to Net income (loss) or any other
    performance measures derived in accordance with GAAP or as an alternative to cash flows from operating activities as a measure of our liquidity.


    Although we provide guidance for Adjusted EBITDA, we are not able to provide guidance for projected Net profit (loss), the most directly comparable
    GAAP measures. Certain elements of Net profit (loss), including share-based compensation expenses and warrant valuations, are not predictable due
    to the high variability and difficulty of making accurate forecasts. As a result, it is impractical for us to provide guidance on Net profit (loss) or to
    reconcile our Adjusted EBITDA guidance without unreasonable efforts. Consequently, no disclosure of projected Net profit (loss) is included. For the
    same reasons, we are unable to address the probable significance of the unavailable information.




                                                                                                 Three Months Ended

                                                                                                    December 31,

                                                                                                                                                     Year Months Ended

                                                                                                                                                        December 31,


                                                                                                                      2023                                         2022               2023       2022





              
                Net income (loss)                                                                        2,790                                      (7,317)          (19,661)   (27,667)



              
                Adjusted to exclude the following:


                                                                  
              Change in fair value of Forfeiture Shares                                            (95)      865             (1,713)   (2,907)


                                                                  
              Financial expense (income), net                                                   (4,477)  (1,684)            (5,637)     1,770


                                                                  
              Income taxes                                                                           51        41                 112        451


                                                                  
              Equity in earnings of investee                                                        (5)      (5)               (18)      (16)


                                                                  
              Depreciation                                                                          439       361               1,632      1,377


                                                                  
              Stock-based compensation expenses                                                   3,509     3,129              15,026     12,089




              
                Adjusted EBITDA income (loss)                                                            2,212                                      (4,610)          (10,259)   (14,903)


                                                                                                  
              
                VALENS SEMICONDUCTOR LTD.
                                                                                         
                RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
                                                                                         
                (U.S. Dollars in thousands, except per share amounts)



    The following tables provide a calculation of the GAAP Income (Loss) per share and reconciliation to Non-GAAP Income (Loss) per share.




                                                                                                                                                                                           Three Months Ended                 
              
                Year Ended

                                                                                                                                                                      
              
                December 31,                  
              
                December 31,



              
                 GAAP Income (Loss) per Share                                                                                                                         2023                       2022                              2023                      2022





              
                GAAP Net income (loss) used for computing                                                                                                            2,790                    (7,317)                         (19,661)                 (27,667)


              
                Income (loss) per Share





              
                Earnings Per Share Data:



              
                GAAP income (loss) per Share (in U.S. Dollars)                                                                                                       $0.03                    $(0.07)                          $(0.19)                  $(0.28)


                                                                                                                                                                           102,964,797                 98,632,019                       101,985,939                97,820,782


              
                Weighted average number of shares used for


              
                computing net income (loss) per share








                                                                                                                                                                                           Three Months Ended                 
              
                Year Ended

                                                                                                                                                                      
              
                December 31,                  
              
                December 31,



              
                Non-GAAP Income (Loss) per Share[8]                                                                                                                   2023                       2022                              2023                      2022





              GAAP Net income (loss)                                                                                                                                            2,790                    (7,317)                         (19,661)                 (27,667)



              Adjusted to exclude the following:


                                                                                                                                                                                 3,509                      3,129                            15,026                    12,089


              Stock based compensation



              Depreciation                                                                                                                                                        439                        361                             1,632                     1,377



              Change in fair value of Forfeiture Shares                                                                                                                          (95)                       865                           (1,713)                  (2,907)



              
                Total Income (loss) used for computing                                                                                                               6,643                    (2,962)                          (4,716)                 (17,108)


              
                Income (Loss) per Share





              
                Earnings Per Share Data:



              
                Non-GAAP Income (loss) per Share (in U.S. Dollars)                                                                                                   $0.06                    $(0.03)                          $(0.05)                  $(0.17)


                                                                                                                                                                           102,964,797                 98,632,019                       101,985,939                97,820,782


              
                Weighted average number of shares used for


              
                computing net income (loss) per share







              
                
                  8. The company calculates its non-GAAP Loss per Share as GAAP Net Income (Loss) adjusted to exclude the following: Stock based compensation, depreciation, and the change in fair value of Forfeiture Share divided by the weighted average number of shares used in calculation of net loss per share.

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For more information, please contact:

Daphna Golden
VP Investor Relations
Valens Semiconductor Ltd.
investors@valens.com

Lisa Fortuna
Financial Profiles, Inc.
valens@finprofiles.com

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SOURCE Valens Semiconductor