Item 1. Financial Statements
ITEM 1. FINANCIAL STATEMENTS
MOBILEYE GROUP
CONDENSED COMBINED BALANCE SHEETS
(UNAUDITED)
October 1,
December 25,
U.S. dollars in millions
2022
2021
Assets
Current assets
Cash and cash equivalents
$
871
$
616
Trade account receivables, net
222
155
Inventories
105
97
Related party loan
901
1,326
Other current assets
63
76
Total current assets
2,162
2,270
Non-current assets
Property and equipment, net
354
304
Intangible assets, net
2,658
3,071
Goodwill
10,895
10,895
Other long-term assets
95
115
Total non-current assets
14,002
14,385
TOTAL ASSETS
$
16,164
$
16,655
Liabilities and Equity
Current liabilities
Accounts payable and accrued expenses
$
160
$
160
Employee related accrued expenses
75
102
Related party payable
966
163
Dividend Note with related party
3,520
—
Other current liabilities
59
49
Total current liabilities
4,780
474
Non-current liabilities
Long-term employee benefits
54
94
Deferred tax liabilities
162
181
Other long-term liabilities
8
17
Total non-current liabilities
224
292
TOTAL LIABILITIES
$
5,004
$
766
Equity
Parent net investment
11,178
15,884
Accumulated other comprehensive income (loss)
( 18 )
5
TOTAL EQUITY
11,160
15,889
TOTAL LIABILITIES AND EQUITY
$
16,164
$
16,655
The accompanying notes are an integral part of the unaudited condensed combined financial statements
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MOBILEYE GROUP
CONDENSED COMBINED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(UNAUDITED)
Three months ended
Nine months ended
October 1,
September 25,
October 1,
September 25,
U.S. dollars in millions, except share and per share amounts
2022
2021
2022
2021
Revenue
$
450
$
326
$
1,304
$
1,030
Cost of revenue
233
173
682
529
Gross profit
217
153
622
501
Research and development, net
206
132
565
390
Sales and marketing
27
33
91
98
General and administrative
9
8
27
26
Total operating expenses
242
173
683
514
Operating income (loss)
( 25 )
( 20 )
( 61 )
( 13 )
Interest income with related party
5
—
9
2
Interest expense with related party
( 11 )
—
( 20 )
—
Other income (expense), net
1
—
6
—
Income (loss) before income taxes
( 30 )
( 20 )
( 66 )
( 11 )
Benefit (provision) for income taxes
( 15 )
( 6 )
( 46 )
( 11 )
Net income (loss)
$
( 45 )
$
( 26 )
$
( 112 )
( 22 )
Earnings (loss) per share:
Basic and diluted
$
( 0.06 )
$
( 0.03 )
$
( 0.15 )
$
( 0.03 )
Weighted-average number of shares used in computation of earnings (loss) per share (in millions):
Basic and diluted
750
750
750
750
Net income (loss)
( 45 )
( 26 )
( 112 )
( 22 )
Other comprehensive income (loss), net of tax
6
2
( 23 )
4
TOTAL COMPREHENSIVE INCOME (LOSS)
$
( 39 )
$
( 24 )
$
( 135 )
$
( 18 )
The accompanying notes are an integral part of the unaudited condensed combined financial statements
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MOBILEYE GROUP
CONDENSED COMBINED STATEMENTS OF CHANGES IN EQUITY
(UNAUDITED)
Accumulated other
Total
Parent Net
comprehensive
shareholders’
U.S. dollars in millions
Investment
income (loss)
equity
Three Months Ended
Balance as of July 2, 2022
$
11,223
$
( 24 )
$
11,199
Other comprehensive income (loss), net
—
6
6
Net income (loss)
( 45 )
—
( 45 )
Tax sharing agreement with Parent
( 9 )
—
( 9 )
Net transfer from (to) Parent
9
—
9
Balance as of October 1, 2022
$
11,178
$
( 18 )
$
11,160
Balance as of June 26, 2021
$
15,845
$
2
$
15,847
Other comprehensive income (loss), net
—
2
2
Net income (loss)
( 26 )
—
( 26 )
Net transfer from (to) Parent
38
—
38
Balance as of September 25, 2021
$
15,857
$
4
$
15,861
Nine Months Ended
Balance as of December 25, 2021
$
15,884
$
5
$
15,889
Other comprehensive income (loss), net
—
( 23 )
( 23 )
Net income (loss)
( 112 )
—
( 112 )
Equity transaction in connection with the legal purchase of Moovit entities
( 900 )
—
( 900 )
Dividend Note with related party
( 3,500 )
—
( 3,500 )
Dividend distribution
( 336 )
—
( 336 )
Tax sharing agreement with Parent
( 16 )
—
( 16 )
Net transfer from (to) Parent
158
—
158
Balance as of October 1, 2022
$
11,178
$
( 18 )
$
11,160
Balance as of December 26, 2020
$
15,842
$
—
$
15,842
Other comprehensive income (loss), net
—
4
4
Net income (loss)
( 22 )
—
( 22 )
Net transfer from (to) Parent
37
—
37
Balance as of September 25, 2021
$
15,857
$
4
$
15,861
The accompanying notes are an integral part of the unaudited condensed combined financial statements
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MOBILEYE GROUP
CONDENSED COMBINED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Nine months ended
Nine months ended
October 1,
September 25,
U.S. dollars in millions
2022
2021
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)
$
( 112 )
$
( 22 )
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation of property and equipment
17
12
Share-based compensation
112
73
Amortization of intangible assets
413
368
Exchange rate differences on cash and cash equivalents
6
—
Deferred income taxes
( 8 )
( 24 )
Interest on Dividend Note
20
—
Interest with related party, net
20
( 2 )
Other
( 3 )
( 1 )
Changes in operating assets and liabilities:
Decrease (increase) in trade accounts receivables
( 67 )
( 57 )
Decrease (increase) in other current assets
28
( 4 )
Decrease (increase) in inventories
( 8 )
30
Increase (decrease) in account payables and accrued expenses
22
31
Increase (decrease) in employee-related accrued expenses and long term benefits
( 67 )
20
Increase (decrease) in other current-liabilities
10
15
Decrease (increase) in other long term assets
15
( 1 )
Increase (decrease) in long-term liabilities
( 3 )
—
Net cash provided by operating activities
395
438
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment
( 79 )
( 98 )
Repayments of loan due from related party
734
—
Issuance of loan to related party
( 336 )
( 390 )
Net cash provided by (used in) investing activities
319
( 488 )
CASH FLOWS FROM FINANCING ACTIVITIES
Net transfers from Parent
99
69
Dividend paid
( 336 )
—
Share-based compensation recharge
( 200 )
—
Deferred offering costs
( 14 )
—
Changes in withholding tax related to employee stock plans
—
( 2 )
Net cash provided by (used in) financing activities
( 451 )
67
Effect of foreign exchange rate changes on cash and cash equivalents
( 6 )
—
Increase in cash, cash equivalents and restricted cash
257
17
Balance of cash, cash equivalents and restricted cash, at beginning of year
625
93
Balance of cash, cash equivalents and restricted cash, at end of period
$
882
$
110
Supplementary non-cash investing and financing activities:
Non cash purchase of property and equipment
9
28
Non-cash share based compensation recharge
9
105
Equity transaction in connection with the legal purchase of Moovit entities
900
—
Dividend Note with related party
3,500
—
Non cash deferred offering costs
1
—
Tax sharing agreement with Parent
16
—
Supplemental cash flow information:
Cash (paid) for income taxes, net of refunds
$
( 40 )
$
( 35 )
Interest received from related party
29
—
The accompanying notes are an integral part of the unaudited condensed combined financial statements
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NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 1 - GENERAL
Background
Mobileye Group is a leader in the development and deployment of advanced driver assistance systems (“ADAS”) and autonomous driving technologies and solutions. Mobileye Group combines the operations of Cyclops Holdings LLC (“Cyclops”), Mobileye B.V. and its subsidiaries (“Mobileye”) GG Acquisition Ltd. and the Moovit App Global Ltd. and its subsidiaries (“Moovit”) and certain Intel employees mainly in research and development (the “Intel Aligned Groups”) (collectively, unless the context otherwise requires, the “Company”, “we”, and “our”).
Mobileye operates as a component of Intel, which acquired a majority stake in Mobileye in August 2017 (the “Mobileye Acquisition”). The remaining issued and outstanding shares of Mobileye were acquired by Intel during 2018. The Company is building a robust portfolio of end-to-end ADAS and autonomous driving solutions to provide the capabilities required for the future of autonomous driving, leveraging a comprehensive suite of purpose-built software and hardware technologies.
Moovit, a leading urban mobility app and mobility-as-a-service (“MaaS”) solutions provider also operates as a component of Intel upon acquisition of the issued and outstanding equity interests of Moovit in May 2020 (the “Moovit Acquisition”). On May 31, 2022, we legally purchased from Intel 100 % of the issued and outstanding equity interests of the Moovit entities. For further detail see Note 6.
In December 2021, Intel announced plans to pursue an initial public offering (“IPO”) of Mobileye Group. In January 2022, Intel incorporated a new legal entity, Mobileye Global Inc., with the intent to contribute the Company to Mobileye Global Inc. and be able to offer newly issued shares of common stock of Mobileye Global Inc. in an IPO.
In October 2022, the initial public offering of Mobileye (the “Mobileye IPO”) was completed. The registration statement related to the Mobileye IPO was declared effective on October 25, 2022, and our Class A common stock began trading on the Nasdaq Global Select Market under the ticker symbol “MBLY” on October 26, 2022.
Prior to the completion of the Mobileye IPO, we were a wholly-owned business of Intel Corporation (“Intel” or the “Parent”). Upon the closing of the Mobileye IPO (after giving effect to the exercise of the underwriters’ over-allotment option), Intel continues to directly or indirectly hold all of the Class B common stock of Mobileye, which represents approximately 99.3 % of the voting power of our common stock. Upon completion of the IPO, we completed the legal entity reorganization of our operations comprising the Mobileye Group business so that they are all under the single parent entity, Mobileye Global Inc., and the filing and effectiveness of our amended and restated certificate of incorporation.
Refer to Note 9, Subsequent Events, for details relating to the Company’s IPO and related transactions.
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
These condensed combined financial statements have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial reporting.
Certain information and footnote disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. These condensed combined financial statements have been prepared on the same basis as the Company’s annual audited combined financial statements and, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments, which are necessary for the fair statement of the Company’s financial information.
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NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS (UNAUDITED)
The results of operations for the three and nine months ended October 1, 2022 shown in this report are not necessarily indicative of the results to be expected for the full year ending 2022. The condensed combined financial statements should be read in conjunction with the audited combined financial statements for the fiscal year ended December 25, 2021.
The condensed combined financial statements and accompanying notes have been derived from the consolidated financial statements and accounting records of Intel and are presented as if the Company had been operating as a stand-alone company for all periods presented. The assets, liabilities, revenue, and expenses directly attributable to the Company’s operations, including the acquired goodwill and intangible assets, have been reflected in these condensed combined financial statements on a historical cost basis, as included in the consolidated financial statements of Intel.
The Company utilized the Intel Aligned Groups mainly in research and development activities. The associated costs of the Intel Aligned Groups are reflected on a specific attribution basis in the condensed combined statements of operations and comprehensive income (loss). Intel Aligned Groups also participated in various Intel compensation and benefit plans. Portions of those plans’ costs were based on actual headcount and included in these condensed combined financial statements. These costs are not necessarily indicative of costs that would have been incurred had the Company operated on a stand-alone basis.
The condensed combined statements of operations and comprehensive income (loss) also include allocations of general corporate expenses from Intel. These expenses have been allocated to the Company on the basis of direct usage when identifiable or allocated on the basis of headcount. Management of the Company and Parent considered the basis on which the expenses have been allocated to be a reasonable reflection of the utilization of the services provided to or the benefit received by the Company during the periods presented.
Mobileye largely continued to operate as a standalone operation and had not been fully integrated into Intel, with limited use of corporate overhead functions. The allocated costs for the periods presented in the statement of operations and comprehensive income (loss) were not material. The allocations may not be reflective of the expenses that would have incurred had the Company operated as a stand-alone company for the periods presented. These costs also may not be indicative of the expenses that the Company will incur in the future or would have incurred if the Company had obtained these services from a third party. Actual costs that may have been incurred if the Company had operated as a stand-alone company would depend on a number of factors, including the chosen organizational structure, the outsourcing of certain functions, and other strategic decisions.
As Mobileye Group was not historically held by a single legal entity, total parent net investment is shown in lieu of equity in the condensed combined financial statements and represents Intel’s total interest in the recorded net assets of Mobileye Group. All intercompany transactions within the combined businesses of the Company have been eliminated. Transactions between the Company and Intel, arising from arrangements with Intel and other similar related-party transactions, were considered to be effectively settled in the condensed combined financial statements at the time the transactions were recorded, unless otherwise noted. The total net effect of the settlement of these transactions was reflected within parent net investment as a component of equity in the condensed combined balance sheets and within net transfers from Parent as a financing activity in the condensed combined statements of cash flows, unless otherwise noted.
There have been no material changes in our significant accounting policies as described in our combined financial statements for the fiscal year ended December 25, 2021, other than described below regarding deferred offering costs and income tax and regarding earnings per share as described in Note 4. For further detail, see Note 2 in the audited combined financial statements for the fiscal year ended December 25, 2021.
Deferred Offering Costs
Deferred offering costs consisting of legal, accounting and other fees and costs incurred that are directly related to the IPO, are capitalized and recorded on the condensed combined balance sheet. These deferred costs will be reclassified to shareholders’ equity upon the consummation of the IPO, which was completed in October 2022, and recorded against the proceeds received. If the IPO would have been aborted, all the deferred offering costs would have been expensed. The Company capitalized $ 15 million and $ 0 million of deferred offering costs within other long-term assets, in the condensed combined balance sheet as of October 1, 2022, and December 25, 2021, respectively. Transaction costs which are not directly related to the IPO, are expensed as incurred within general and administrative expenses. The Company recognized $ 1 million and $ 4 million of offering costs as an expense in the three and nine months ended October 1, 2022, respectively.
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NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS (UNAUDITED)
Cash, cash equivalents, and restricted cash
The following is a reconciliation of the cash, cash equivalents and restricted cash as of each period end:
U.S. dollars In millions
October 1, 2022
December 25, 2021
Cash and cash equivalents
$
871
$
616
Restricted cash (within other long-term assets)
11
9
Cash, cash equivalents and restricted cash
$
882
$
625
Fair value measurement
The carrying amounts of the related party loan, trade accounts receivable, Dividend Note with related party, accounts payable and investments in short term deposits classified as cash equivalents, approximate their respective fair value because of their generally short maturities.
Short term deposits included in cash and cash equivalents were $ 770 million and $ 209 million as of October 1, 2022 and December 25, 2021, respectively.
The Company also has goodwill and acquisition-related in-process research and development assets that are required to be recorded at fair value only if an impairment is recognized in the current period.
Research and development, net
Research and development expenses are expensed as incurred, and consist primarily of personnel, facilities, equipment, and supplies for research and development activities.
The Company occasionally enters into best-efforts nonrefundable, non-recurring engineering (“NRE”) arrangements pursuant to which the Company is reimbursed for a portion of the research and development expenses attributable to specific development programs. The Company does not receive any additional compensation or royalties upon completion of such projects and the potential customer does not commit to purchase the resulting product in the future. The participation reimbursement received by the Company does not depend on whether there are future benefits from the project. All intellectual property generated from these arrangements is exclusively owned by the Company.
Participation in expenses for research and development projects are recognized on the basis of the costs incurred and are netted against research and development expenses in the condensed combined statements of operations and comprehensive income (loss). Research and development reimbursements of $ 15 million, and $ 17 million were offset against research and development costs in the three months ended October 1, 2022 and September 25, 2021, respectively; and $ 40 million and $ 39 million were offset in the nine months ended October 1, 2022 and September 25, 2021, respectively.
Derivatives and hedging
Beginning in 2021, as part of Intel’s corporate hedging program, Intel is hedging forecast cash flows denominated in Israel Shekels (“ILS”) related to the Company. ILS is the largest operating expense currency of the Company. Intel combines all of its ILS exposures, and as part of Intel’s hedging program enters into hedging contracts to hedge Intel’s combined ILS exposure. Derivative gains and losses attributed to these condensed combined financial statements are recorded under accumulated other comprehensive income and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings.
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NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS (UNAUDITED)
The notional amount and fair value of derivatives outstanding at Intel on behalf of Mobileye were:
October 1, 2022
December 25, 2021
U.S. dollars in millions
Notional amount of derivatives
$
192
$
230
Fair value of derivatives receivable from (payable to) Intel
$
( 19 )
$
5
The change in accumulated other comprehensive income (loss) relating to gains (losses) on derivatives used for hedging was as follows:
Three Months Ended
Nine Months Ended
October 1, 2022
October 1, 2022
U.S. dollars in millions
Other comprehensive income (loss) before reclassifications
$
1
$
( 30 )
Amounts reclassified out of accumulated other comprehensive income (loss)
6
6
Tax effects
( 1 )
1
Other comprehensive income (loss), net
$
6
$
( 23 )
Income Tax
The provision for income tax consists of income taxes in the various jurisdictions where the Company is subject to taxation, primarily the United States and Israel. For interim periods, the Company recognizes an income tax benefit (provision) based on the estimated annual effective tax rate, calculated on a worldwide consolidated basis, expected for the entire year. The Company applies this rate to the year-to-date pre-tax income. The overall effective tax rate is influenced by valuation allowances on tax assets for which no benefit can be recognized due to the Company’s recent history of pretax losses sustained. Tax jurisdictions with forecasted pretax losses for the year for which no benefit can be recognized are excluded from the calculation of the worldwide estimated annual effective tax rate, and any associated tax expense for those jurisdiction is recorded separately.
Certain legal entities of Mobileye file tax returns on a consolidated basis with our parent Intel Corporation. We have entered into a tax sharing agreement with Intel Corporation that establishes the amount of cash we will pay to our parent for our share of the tax liability owed on these consolidated filings. The income tax provision included in these combined financial statements has been calculated using the separate return method, as if the Company had filed its own tax returns. This method can limit our ability to benefit losses that may have been used by Intel in the consolidated tax returns. To the extent the tax sharing agreement and the separate return method differ, an adjustment to our net parent investment balance is recorded.
Use of estimates
The preparation of condensed combined financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the amounts and events reported and disclosed in the combined financial statements and accompanying notes. We base our estimates on historical experience and on various other assumptions and factors, including the current economic environment, that we believe to be reasonable under the circumstances. Actual results could differ from those estimates.
On an on-going basis, management evaluates its estimates, judgments, and assumptions. The most significant estimates and assumptions relate to recognition and useful lives of intangible assets, impairment assessment of intangible assets and goodwill, and income taxes.
Loss contingencies
Management believes that there are no current matters that would have a material effect on the Company’s condensed combined balance sheets, statement of operations or cash flows. Legal fees are expensed as incurred.
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NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS (UNAUDITED)
Concentration of credit risk
Financial instruments that potentially subject the Company to a concentration of credit risk consist primarily of cash and cash equivalents, which include short-term deposits, and trade accounts receivable.
The majority of the Company’s cash and cash equivalents are invested in banks domiciled in the U.S., as well as in Israel. Generally, these cash equivalents may be redeemed upon demand. Short term bank deposits, included in cash and cash equivalents, are held in the aforementioned banks. Accordingly, management believes that these bank deposits have minimal credit risk.
The Company’s accounts receivables are derived primarily from sales to Tier 1 suppliers to the automotive manufacturing industry located mainly in the U.S., Europe, and China. Concentration of credit risk with respect to accounts receivables is mitigated by credit limits, ongoing credit evaluation, and account monitoring procedures. Credit is granted based on an evaluation of a customer’s financial condition and, generally, collateral is not required. Trade accounts receivable are typically due from customers within 30 to 60 days . The Company performs ongoing credit evaluations of its customers and has not experienced any material losses in the periods presented. The Company establishes credit losses accounts receivable by considering a number of factors, including the length of time accounts receivable are past due, the Company’s previous loss history from such customers, and the customers’ current ability to pay its obligation to the Company. As of October 1, 2022 and December 25, 2021, the credit losses in respect of accounts receivable, which are determined with respect to specific debts that are doubtful of collection and netted against accounts receivable, were not material. The Company writes off accounts receivable when they are deemed uncollectible. For the three and nine months ended October 1, 2022 and September 25, 2021, the charge-offs and recoveries in relation to the credit losses accounts were not material.
Customer concentration risk
The Company’s business, results of operations, and financial condition for the foreseeable future will likely continue to depend on sales to a relatively small number of customers. In the future, these customers may decide not to purchase the Company’s products, may purchase fewer products than in previous years, or may alter their purchasing patterns. Further, the amount of revenue attributable to any single customer or customer concentration generally may fluctuate in any given period. In addition, a decline in the production levels of one or more of the Company’s major customers, particularly with respect to vehicle models for which the Company is a significant supplier, could reduce revenue. The loss of one or more key customers, a reduction in sales to any key customer or the Company’s inability to attract new significant customers could negatively impact revenue and adversely affect the Company’s business, results of operations, and financial condition. See Note 8 related to customers that accounted for more than 10% of the Company’s total revenue and accounts receivable for each of the periods presented in these condensed combined financial statements.
Dependence on a single supplier risk
The Company purchases all its System on Chip (“EyeQ® SoC”) from a single supplier. Any issues that occur and persist in connection with the manufacture, delivery, quality, or cost of the assembly and testing of inventory could have a material adverse effect on the Company’s business, results of operations and financial condition. See below regarding a shortage in EyeQ® SoC that the Company has been experiencing during 2021 and through the nine months ended October 1, 2022.
COVID-19
The COVID-19 pandemic has adversely affected significant portions of the Company’s business and could have a continued adverse effect on the Company’s business, results of operations, and financial condition. There is a significant constraint in the global supply of semiconductors. The COVID-19 pandemic led to an increase in the demand for consumer electronics and global semiconductor manufacturers allocated significant capacity to meet such demand. As global automakers resumed production in 2020 following shutdowns resulting from the COVID-19 pandemic, semiconductor supply became further strained, and these factors, combined with the long lead times associated with the Company, have contributed to a shortage of semiconductors.
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NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS (UNAUDITED)
During the fiscal year ended December 25, 2021, and through nine months ended October 1, 2022, the Company’s sole supplier was not able to meet demand of the Company for the EyeQ® SoC, causing a significant reduction in the Company’s inventory levels. We expect to continue to experience a shortfall of EyeQ® SoC which has already caused certain delays and may continue to cause further delays in our ability to fulfil customers’ orders. Since the EyeQ® SoC is the core of the ADAS and AV products, continued shortages in the supply of sufficient EyeQ® SoC to meet production needs may impair the Company’s ability to meet its customers’ requirements in a timely manner and may adversely affect the Company’s business, results of operations and financial condition. Moreover, to the extent that the global semiconductor shortage results in reduced production or production delays by automakers, those delays could result in reduced or delayed demand for the Company products. In addition, issues relating to the COVID-19 pandemic have led to port congestion and intermittent supplier shutdowns and delays in the delivery of critical components, resulting in additional expenses to expedite delivery of critical parts. Sustaining the Company’s production trajectory will require the readiness and solvency of its suppliers and vendors, a stable and motivated production workforce and ongoing government cooperation, including for travel and visa allowances, which many governments have restricted in connection with efforts to address the COVID-19 pandemic. Although we cannot fully predict the length and the severity of the impact these pressures will have on a long-term basis, we do not anticipate that our current supply chain constraints would materially adversely affect our results of operations, capital resources, sales, profits, and liquidity.
New Accounting pronouncements:
Recently Adopted Accounting Pronouncements
In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities About Government Assistance, which requires entities to provide disclosures on material government assistance transactions for annual reporting periods. The disclosures include information around the nature of the assistance, the related accounting policies used to account for government assistance, the effect of government assistance on the entity’s condensed combined financial statements, and any significant terms and conditions of the agreements, including commitments and contingencies. The new standard which can be applied prospectively or retrospectively, was adopted by the Company, and only impacts annual financial statement footnote disclosures. The impact of adoption of this standard is immaterial.
In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides practical expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments in this ASU apply only to contracts, hedging relationships, and other transactions that reference the London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued due to reference rate reform. ASU No. 2020-04 is effective and can be applied prospectively through December 31, 2022. The Company has completed its evaluation of significant contracts. The Company has adopted the ASU in these unaudited condensed combined financial statements. There was no material impact on these unaudited condensed combined financial statements. For further information, see Note 6 regarding related party transactions.
NOTE 3 - OTHER FINANCIAL STATEMENT DETAILS
Inventories:
October 1,
December 25,
2022
2021
U.S. dollars in millions
Raw materials
$
39
$
24
Work in process
1
—
Finished goods
65
73
$
105
$
97
Inventory write-downs and write-offs were not material for the periods presented in these condensed combined financial statements.
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NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS (UNAUDITED)
Property and equipment, net:
October 1,
December 25,
2022
2021
U.S. dollars in millions
Computers, electronic equipment and software
$
110
$
85
Vehicles
11
11
Office furniture and equipment
4
2
Leasehold improvements
20
15
Construction on process
284
249
Total property, plant and equipment, gross
429
362
Less: accumulated depreciation
( 75 )
( 58 )
Total property, plant and equipment, net
$
354
$
304
Depreciation expenses totaled $ 7 million and $ 5 million for the three months ended October 1, 2022 and September 25, 2021, respectively; and $ 17 million and $ 12 million for the nine months ended October 1, 2022 and September 25, 2021, respectively.
NOTE 4 - EQUITY
A. Stock-based compensation plans
The Company’s equity incentive plans are broad-based, long-term programs intended to attract and retain talented employees. The Company’s employees participate in Intel’s equity incentive plan. All references to share and per share data in the tables below refer to Intel’s common stock.
Options
Outstanding and exercisable options for Intel’s common stock under Intel’s plan as of October 1, 2022 were as follows:
Outstanding
Exercisable
Weighted average
Number of
remaining
Weighted average
Number of
Weighted average
Exercise price
options
contractual life
exercise price
options
exercise price
(U.S. dollars)
In thousands
In years
U.S. dollars
In thousands
U.S. dollars
$ 4.01 - 21.59
69
3
7.8
32
6.5
$ 22.41 - 26.89
2,143
0.9
26.8
2,140
26.8
$ 55.17
68
6.5
55.2
45
55.2
Total
2,280
1.1
27.1
2,217
27.1
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NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS (UNAUDITED)
The option activity for the nine months ended October 1, 2022 for options granted to the Company’s employees for Intel’s common stock was as follows:
Weighted
average
Weighted
remaining
average
contractual
Aggregated
Number
exercise price
Life
intrinsic value(1)
In thousands
U.S. dollars
In Years
U.S. dollars in millions
Options outstanding at December 25, 2021
3,578
$
29.2
1.5
$
79
Granted
—
—
Exercised
( 1,298 )
$
32.9
Forfeited
—
—
Options outstanding at October 1, 2022
2,280
$
27.1
1.1
$
1
Options exercisable as of October 1, 2022
2,217
$
27.1
1
$
1
The option activity for the three months ended October 1, 2022 for options granted to the Company’s employees for Intel’s common stock was as follows:
Weighted
average
Weighted
remaining
average
contractual
Aggregated
Number
exercise price
Life
intrinsic value(1)
In thousands
U.S. dollars
In Years
U.S. dollars in millions
Options outstanding at July 2, 2022
2,290
$
27.1
1.4
$
21
Granted
—
$
—
Exercised
( 10 )
$
24.1
Forfeited
—
$
—
Options outstanding at October 1, 2022
2,280
$
27.1
1.1
$
1
Options exercisable at October 1, 2022
2,217
$
27.1
1
$
1
(1) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the closing stock price of the Intel’s ordinary share. On October 1, 2022 and December 25, 2021, Intel’s ordinary share prices were $ 25.77 , and $ 51.31 , respectively. This represents the potential pre-tax amount receivable by the option holders had all option holders exercised their options as of such date.
(2) The remaining options expected to vest as of October 1, 2022 are 63 thousand options with an average weighted exercise price of $ 26.49 .
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NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS (UNAUDITED)
RSUs
The RSU activity for the nine months ended October 1, 2022 for RSUs granted to Company’s employees for Intel’s common stock was as follows:
Weighted average
Number
grant fair value
In thousands
U.S. dollars
Outstanding at December 25, 2021
5,278
46.49
Granted
3,752
43.65
Vested
( 620 )
49.58
Forfeited
( 350 )
48.53
Outstanding at October 1, 2022
8,060
44.84
The RSU activity for the three months ended October 1, 2022 for RSUs granted to Company’s employees for Intel’s common stock was as follows:
Weighted average
Number
grant fair value
In thousands
U.S. dollars
Outstanding at July 2, 2022
7,967
45.34
Granted
294
33.33
Vested
( 127 )
49.22
Forfeited
( 74 )
45.02
Outstanding at October 1, 2022
8,060
44.84
Share-based compensation expense summary
Share-based compensation expenses included in the condensed combined statements of operations and comprehensive income (loss) was as follows:
Three Months Ended
Nine Months Ended
October 1, 2022
September 25, 2021
October 1, 2022
September 25, 2021
U.S. dollars in millions
Cost of revenue
$
—
$
—
$
—
$
—
Research and development, net
32
20
101
57
Sales and marketing
1
1
3
3
General and administrative
3
3
8
13
Total share-based compensation
$
36
$
24
$
112
$
73
A. Dividends
On May 12, 2022, Mobileye Group declared and paid a dividend in an aggregate amount of $ 336 million to Intel, net of $ 14 million of cash paid to tax authorities to settle related tax obligations.
B. Earnings Per Share
Before the Mobileye IPO, Intel held directly or indirectly the 100 shares of common stock of Mobileye Global Inc. with a par value of $ 0.01 per share, that were issued and outstanding . Immediately prior to the IPO, those 100 shares of common stock held by Intel were reclassified into 100 shares of Class B common stock with a par value of $ 0.01 per share. Concurrently, we issued to Intel an additional 749,999,900 shares of our Class B common stock pursuant to an agreement with Intel. Accordingly, as of the completion of the IPO, we have 750,000,000 Class B shares, all held by Intel. This share amount is being utilized for the calculation of basic and diluted earnings
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NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS (UNAUDITED)
per share for all periods presented. Basic and diluted net income (loss) per share is computed by dividing net income (loss) for the period by the weighted average number of common shares outstanding during the period.
In connection with the IPO, we issued 41,000,000 shares of our Class A common stock to the public at a public offering price of $ 21.00 per share and an additional 4,761,905 Class A shares at a private placement. The IPO closed on October 28, 2022. On November 1, 2022, we closed the sale of an additional 6,150,000 shares pursuant to the exercise of the underwriters’ option. In accordance with ASC 260, the Class A shares issued in connection with the IPO will be included in earnings per share calculations for periods subsequent to the closing of the IPO and are not included in the earning per share calculations for periods prior to the closing of the IPO.
In October 2022, our board of directors approved the issuance of restricted stock units in connection with the IPO. These restricted stock units were not included in the computation of diluted earnings per share for the three and nine months ended October 1, 2022.
The following table summarizes the calculation of basic net income (loss) per share for the periods presented:
Three Months Ended
Nine Months Ended
October 1
September 25,
October 1
September 25,
2022
2021
2022
2021
in millions, except per share amounts
Numerator:
Net income (loss)
( 45 )
( 26 )
( 112 )
( 22 )
Denominator:
Weighted average common shares - basic and diluted
750
750
750
750
Net income (loss) per share:
Basic and diluted
$
( 0.06 )
$
( 0.03 )
$
( 0.15 )
$
( 0.03 )
NOTE 5 - INCOME TAXES
The Company’s quarterly benefit (provision) for income taxes and the estimates of its annual effective tax rate, are subject to fluctuation due to several factors, principally including variability in overall pre-tax income and the mix of paying for certain components to which such income relates.
The income tax provision included in these condensed combined financial statements has been calculated using the separate return method, as if the Company had filed its own tax returns. This method can limit the Company’s ability to benefit from losses that may have been used by Intel in its consolidated tax returns. The Company has entered into a tax sharing agreement with Intel, which establishes the amount of cash payable to Intel for our share of the tax liability owed on a consolidated tax filing basis with Intel. To the extent the tax sharing agreement and the separate return method differ, and the liability to Intel is higher or lower than the amount that would have been payable if the Company had filed its own tax returns, an adjustment to the net parent investment balance is recorded within equity. The adjustment to the net parent investment for the nine months ended October 1, 2022 was an aggregate decrease in net parent investment of $ 16 million because amounts payable under the tax sharing agreement in respect of the nine-month period exceeded amounts calculated under the separate return method.
The tax expense for the nine months ended October 1, 2022, was unfavorably impacted by an accrued withholding tax expense and valuation allowances for certain jurisdictions. A withholding tax expense of $ 14 million related to a dividend distribution between entities within the Mobileye Group (see Note 4 regarding a dividend distribution to Intel) was recorded in the nine months ended October 1, 2022. As the Company has jurisdictions that have sustained recent losses based on the separate return method, a valuation allowance is required for deferred tax assets for which no benefit can be currently realized. The Company also estimates cash taxes for these jurisdictions this year due to unfavorable timing adjustments based upon tax law.
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NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 6 - RELATED PARTIES TRANSACTIONS
The Company has entered into a series of related party arrangements with Intel. The arrangements were as follows:
Loan arrangements
The Company entered into a series of bilateral lending/borrowing arrangements with Intel. The purposes of the facilities are to enable bilateral cash movements between the parties. The arrangements are denominated in U.S dollars.
In 2017, Intel along with the Company, entered into a bilateral lending/borrowing arrangement (“Arrangement 1”) to make available to either party up to an aggregate principal amount of $ 1.5 billion. Arrangement 1 has a mechanism of automatic renewal for additional periods of one year . In 2021, Arrangement 1 was amended to increase the capacity from $ 1.5 billion to $ 1.8 billion, and was automatically renewed to December 2022.
In 2017, Intel along with the Company, entered into a bilateral lending/borrowing arrangement (“Arrangement 2”) to make cash available to either party up to an aggregate principal amount of $ 750 million. Arrangement 2 has a mechanism for automatic renewal for additional periods of one year each. In March 2022, Arrangement 2 was amended to increase the aggregate principal amount from $ 750 million to $ 1.0 billion and the maturity date was extended to March 2023.
In 2021, the Company and Intel entered into a bilateral lending/borrowing arrangement (“Arrangement 3” and together with Arrangement 1 and Arrangement 2, the “Bilateral Loan Arrangements”) to make cash available to either party up to an aggregate principal amount of $ 100 million. Arrangement 3 has a maturity date of July 2022 with a mechanism of automatic renewal for additional periods of one year . In March 2022, Arrangement 3 was amended to increase the aggregate principal amount available to draw from $ 100 million to $ 500 million. The interest rate is based on an applicable margin of 0.0 % with an option for Intel to elect to increase or decrease the applicable margin on or after the first day of the 2022 fiscal year. If the election to increase the applicable margin is applied, the spread adjustment would be reflective of the difference between three-month LIBOR and the term Secured Overnight Financing Rate (“SOFR”).
In March 2022, due to reference rate reform, Arrangement 1 and Arrangement 2 were amended to change the interest rate from LIBOR based to SOFR based. The modification was accounted for as if it is not substantial in accordance with the expedient for ASC 470 and an updated effective interest rate was calculated to reflect the change in terms. There was no gain or loss recognized for the nine months ended October 1, 2022.
The total outstanding balance under the Bilateral Loan Arrangements was approximately $ 901 million and $ 1.3 billion as of October 1, 2022 and December 25, 2021 respectively, and is reflected in current assets as a related party loan based on the maturity date as of each balance sheet period (accumulated interest is presented within other current assets). Interest income recognized by the Company totaled $ 5 million, and $ 0.6 million for the three months ended October 1, 2022 and September 25, 2021, respectively; and $ 9 million and $ 2 million for the nine months ended October 1, 2022 and September 25, 2021, respectively.
Stock Compensation Recharge Agreement
The Company entered into a stock compensation recharge agreement with Intel, which requires the Company to reimburse Intel for certain amounts relating to the value of share-based compensation provided to the Company’s employees for RSUs or stock options exercisable in Intel stock. The liability associated with the stock compensation recharge agreement that is reflected on the condensed combined balance sheets, under related party payable was approximately $ 14 million and $ 162 million as of October 1, 2022 and December 25, 2021, respectively. As for the inclusion of the Company’s employees in Intel’s equity incentive plan, see Note 4.
Hedging services
Intel centrally hedges its exposure to changes in foreign exchange rates. At the beginning of 2021, the Company entered into a hedging services agreement with Intel, pursuant to which the Company is entitled to a certain allocation of the gains and obligated to a
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NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS (UNAUDITED)
certain allocation of the losses arising from the execution of the hedging contracts. For further information, see Note 2, Derivatives and hedging.
Development Services and Lease
Intel entered into agreements with the Company to provide certain development services, including research, technical work on technology, products and solutions, construction and ancillary administrative services and use of space in Intel’s building in Israel. The Company paid for these services on a quarterly basis. These costs are included in the condensed combined statements of operations and comprehensive income (loss) primarily on a specific and direct attribution basis.
Other services to a related party
The Company reimbursed its Chief Executive Officer for reasonable travel related expenses incurred while conducting business on behalf of the Company. Travel expenses totaled $ 0.8 million and $ 0.6 million for nine months ended October 1, 2022 and September 25, 2021, respectively.
Dividend Note
On April 21, 2022, Intel and Mobileye Group signed a loan agreement whereby Mobileye Group agreed to issue a promissory note to Intel in an aggregate principal amount of $ 3.5 billion (the “Dividend Note”). The Dividend Note is scheduled to mature on April 21, 2025 and accrues interest at a rate equal to 1.26 % per annum, such interest to accrue quarterly. Prior to June 30, 2024, such interest will be paid by being automatically added to the outstanding principal amount of the loan and will thereafter be payable quarterly in cash in arrears and shall also be payable upon any prepayment, whether in whole or in part, to the extent accrued on the amount being prepaid and upon maturity. Under the Dividend Note, Mobileye Group has the right, at its option, on any business day, to prepay the loan, including principal and any accrued interest thereon, in whole or in part without premium or penalty. As of October 1, 2022, accrued interest expense was $ 20 million. The aggregate principal amount plus related accrued interest is presented as Dividend Note with related party. Refer to Note 9 for the settlement of the Dividend Note.
Equity transaction in connection with the legal purchase of Moovit entities
On May 31, 2022, we entered into an agreement with Intel pursuant to which we legally purchased from Intel 100 % of the issued and outstanding equity interests of the Moovit entities for an aggregate amount of $ 900 million that is payable in cash to Intel and presented within related party payable. Moovit’s operations are already reflected as part of the Mobileye Group in these condensed combined financial statements as further detailed in Note 1 and therefore the transaction is treated within equity.
NOTE 7 - IDENTIFIED INTANGIBLE ASSETS
October 1, 2022
December 25, 2021
U.S. dollars in millions
Accumulated
Accumulated
Gross Assets
Amortization
Net
Gross Assets
Amortization
Net
Developed technology
$
3,973
$
1,756
$
2,217
$
3,991
$
1,419
$
2,572
Customer relationships & brands
786
345
441
831
332
499
Total
$
4,759
$
2,101
$
2,658
$
4,822
$
1,751
$
3,071
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NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS (UNAUDITED)
The following table presents the amortization expenses recorded for these identified intangible assets and their weighted average useful lives:
Three Months Ended
Nine Months Ended
Weighted
October 1,
September 25,
October 1,
September 25,
Average
2022
2021
2022
2021
Useful Life
U.S. Dollars in millions
Developed technology
$
115
$
100
$
355
$
300
10
Customer relationships & brands
16
23
58
68
12
Total amortization expenses
$
131
$
123
$
413
$
368
The Company expects future amortization expenses for the next five years and thereafter to be as follows:
Remainder of
2022
2023
2024
2025
2026
Thereafter
Total
U.S. dollars in millions
Future Amortization Expenses
$
131
$
474
$
445
$
443
$
332
$
833
$
2,658
NOTE 8 - SEGMENT INFORMATION
An operating segment is defined as a component of an enterprise for which discrete financial information is available and is reviewed regularly by the Chief Operating Decision Maker (“CODM”), or decision- making group, to evaluate performance and make operating decisions. The Company has identified its CODM as the Chief Executive Officer (“CEO”).
The Company’s organizational structure and management reporting supports two operating segments: Mobileye and Moovit. The CODM evaluates performance, makes operating decisions and allocates resources based on the financial data of these operating segments. Operating segments do not record inter-segment revenue.
Mobileye is the Company’s only reportable operating segment and Moovit is presented within “Other” as per ASC 280, Segment Reporting. Segment performance is the operating income reported excluding the amortization of acquisition-related intangible assets and IPO related expense. The measure of assets has not been disclosed for each segment as it is not regularly reviewed by the CODM.
The accounting policies of the individual segments are the same as those described in the summary of significant accounting policies in Note 2 to the audited combined financial statements for the fiscal year ended December 25, 2021.
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NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS (UNAUDITED)
The following are segment results for each period as follows:
Three Months Ended October 1, 2022
Amounts not
allocated to
Mobileye
Other
segments
Combined
U.S. dollars in millions
Revenues
$
443
$
7
$
—
$
450
Cost of revenues
117
1
115
233
Research and development, net
196
10
—
206
Sales and Marketing
8
3
16
27
General and administrative
5
3
1
9
Segment performance
$
117
$
( 10 )
$
( 132 )
$
( 25 )
Interest (expense) with a related party
( 6 )
Other income
1
Loss before taxes on income
( 30 )
Share-based compensation
32
4
—
36
Depreciation of property and equipment
7
—
—
7
Three Months Ended September 25, 2021
Amounts not
allocated to
Mobileye
Other
segments
Combined
U.S. dollars in millions
Revenues
$
321
$
5
$
—
$
326
Cost of revenues
72
1
100
173
Research and development, net
122
10
—
132
Sales and Marketing
7
3
23
33
General and administrative
5
3
—
8
Segment performance
$
115
$
( 12 )
$
( 123 )
$
( 20 )
Interest income with a related party
—
Other expense
—
Loss before taxes on income
( 20 )
Share-based compensation
20
4
—
24
Depreciation of property and equipment
5
—
—
5
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NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS (UNAUDITED)
Nine Months Ended October 1, 2022
Amounts not
allocated to
Mobileye
Other
segments
Combined
U.S. dollars in millions
Revenues
$
1,286
$
18
$
—
$
1,304
Cost of revenues
324
3
355
682
Research and development, net
534
31
—
565
Sales and Marketing
24
9
58
91
General and administrative
14
9
4
27
Segment performance
$
390
$
( 34 )
$
( 417 )
$
( 61 )
Interest (expenses) with a related party
( 11 )
Other income
6
Loss before taxes on income
( 66 )
Share-based compensation
101
11
—
112
Depreciation of property and equipment
17
—
—
17
Nine Months Ended September 25, 2021
Amounts not
allocated to
Mobileye
Other
segments
Combined
U.S. dollars in millions
Revenues
$
1,015
$
15
$
—
$
1,030
Cost of revenues
226
3
300
529
Research and development, net
361
29
—
390
Sales and Marketing
19
11
68
98
General and administrative
17
9
—
26
Segment performance
$
392
$
( 37 )
$
( 368 )
$
( 13 )
Interest income with a related party
2
Other expense
—
Loss before taxes on income
( 11 )
Share-based compensation
63
10
—
73
Depreciation of property and equipment
12
—
—
12
Total revenues based on the country that the product was shipped to were as follows:
Three Months Ended
Nine Months Ended
October 1,
September 25,
October 1,
September 25,
2022
2021
2022
2021
U.S. dollars in millions
U.S. dollars in millions
USA
$
113
$
94
$
342
$
276
China
126
61
360
180
Germany
72
54
174
190
United Kingdom
52
36
165
150
South Korea
31
28
86
83
Poland
14
6
58
14
Hungary
25
21
62
59
Singapore
4
14
19
37
Rest of World
13
12
38
41
Total
$
450
$
326
$
1,304
$
1,030
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NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS (UNAUDITED)
The Company generates the majority of its revenue from the sale of the EyeQ® SoCs to OEM customers through Tier 1 suppliers. Revenue generated by other product types was deemed to be not material.
Major Customers
Revenue from major customers that amount to 10% or more of total revenue:
Three Months Ended
Nine Months Ended
October 1,
September 25,
October 1,
September 25,
2022
2021
2022
2021
U.S. dollars in millions
U.S. dollars in millions
Percent of total revenues
Customer A
31
%
32
%
39
%
34
%
Customer B
19
%
18
%
17
%
20
%
Customer C
16
%
18
%
15
%
17
%
Accounts receivable balances of major customers that amount to 10% or more of total accounts receivable balance:
October 1, 2022
December 25, 2021
Percent of total accounts receivables balance
Customer A
41
%
32
%
Customer B
11
%
30
%
Customer C
24
%
16
%
NOTE 9 - SUBSEQUENT EVENTS
The condensed combined financial statements of the Company are derived from the consolidated financial statements of Intel, which were previously issued for the three and nine months ended October 1, 2022 on October 28, 2022. Accordingly, the Company has evaluated transactions or other events for consideration as recognized subsequent events in these condensed combined financial statements through October 28, 2022. Additionally, the Company has evaluated transactions and other events that occurred through December 7, 2022, the date these condensed combined financial statements were available to be issued, for purposes of disclosure of unrecognized subsequent events.
Initial Public Offering
On October 28, 2022, upon completion of Mobileye IPO, we issued 41,000,000 shares of our Class A common stock, at $ 21.00 per share, before underwriting discounts and commissions. On November 1, 2022, the underwriters exercised their option to purchase an additional 6,150,000 shares.
The offer and sale was pursuant to the registration statement on Form S-1 (File No. 333-267685), as amended, which was declared effective by the SEC on October 25, 2022. Mobileye’s Class A common stock began trading on the Nasdaq Global Select Market on October 26, 2022 under the ticker symbol “MBLY”.
Concurrently with the closing of the Mobileye IPO, we issued an additional 4,761,905 shares of our Class A common stock to General Atlantic (ME), L.P., a Delaware limited partnership, at $ 21.00 per share, pursuant to a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, for gross proceeds of $ 100 million (the “Concurrent Private Placement”).
In connection with the IPO, we have entered into certain agreements with Intel, including the Master Transaction Agreement, which provides that immediately after completion of the IPO, Intel agrees to ensure that we will have $ 1.0 billion in cash, cash equivalents, or marketable securities.
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NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS (UNAUDITED)
The Mobileye IPO generated proceeds to the Company of approximately $ 1.0 billion, including the proceeds from the underwriters exercise of their option and the Concurrent Private Placement, net of underwriting discounts and commissions. In November 2022, we used approximately $ 0.9 billion out of the net proceeds to repay a portion of the indebtedness under the Dividend Note and Intel has contributed to Mobileye the remaining portion of the Dividend Note such that no amounts under the Dividend Note remain owed by us to Intel. The portion of the net proceeds used to repay part of the Dividend note was such that we retain the $ 1.0 billion cash, cash equivalents, or marketable securities as stipulated by the Master Transaction Agreement.
Equity Incentive Plan
In October 2022, our board of directors approved issuance of restricted stock units to be issued under our equity incentive plan in an aggregate value of $ 264.5 million issuable upon the vesting of such restricted stock units.
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.