What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2025-03-19 compared with 2024-03-06 · 411 added, 459 removed, 651 unchanged (57% of the section changed)

Financial Statements and Supplementary Data.

Report of Independent Registered Public Accounting Firms (Moss Adams, LLP, PCAOB ID 659 and Deloitte & Touche LLP, PCAOB ID 34 )

Report of Independent Registered Public Accounting Firms (Moss Adams, LLP, PCAOB ID 659 )

Consolidated Balance Sheets

Consolidated Statements of Operations

Consolidated Statements of Comprehensive Income (Loss)

Consolidated Statements of Stockholders’ Equity (Deficit)

Consolidated Statements of Stockholders’ Equity

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the Board of Directors of Navitas Semiconductor Corporation

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheet of Navitas Semiconductor Corporation (the “Company”) as of December 31, 2023, the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity (deficit) and cash flows for the year ended December 31, 2023, and the related notes (collectively referred to as the “consolidated financial statements”).

We also have audited the Company’s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2023, and the consolidated results of its operations and its cash flows for the year ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO.

Basis for Opinions

The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting included in Item 9A.

Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits.

To the Shareholders and the Board of Directors of

Navitas Semiconductor Corporation

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Navitas Semiconductor Corporation (the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of operations, stockholders’ equity and cash flows for the years then ended, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2024 and 2023 and the consolidated results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audit of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures to respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidate financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.

Our audit also included performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinions.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

We conducted our audits in accordance with the standards of the PCAOB.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures to respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

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The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Valuation of Inventory

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Valuation of Inventory – Expected Demand and Net Realizable Value

As described in Notes 2 and 5 to the consolidated financial statements, the Company’s inventory balance was $15.5 million as of December 31, 2024.

The Company values inventory at lower of cost (first-in, first-out) or market.

The Company periodically reviews inventory for potential obsolescence based upon an aging analysis of the inventory on hand, specifically known inventory-related risks, and assumptions about future demand and market conditions.

Inventory items determined to be impaired are reduced to their net realizable values.

The potential obsolescence is subjective and primarily dependent on the estimates of future demand and market conditions for a particular product.

Changes in assumptions of product demand could have a significant impact on the amount of write-down recorded.

The valuation of inventory requires management to make significant assumptions and subjective judgments about the future salability of the inventory and the value of obsolete and unmarketable inventory.

These assumptions include the assessment of market conditions and trends, sales forecasts, historic usage, expected demand, anticipated sales price, the stage in the product life cycle of its customers’ products, new product development schedules, the effect new products might have on the sale of existing products, product obsolescence, customer design activity, customer concentrations, and product merchantability.

We identified the valuation of inventory, in particular the estimate for potential obsolescence to reduce inventory to net realizable value, as a critical audit matter, because of the significant assumptions and subjective judgments used by management, which involved significant audit effort and the use of especially challenging and subjective auditor judgment when performing audit procedures and evaluating the results of those procedures.

The primary procedures we performed to address this critical audit matter included:

The potential obsolescence is subjective and primarily dependent on the estimates of future demand and net realizable value for a particular product.

Changes in assumptions of product demand, the future salability of inventory, and the net realizable value of obsolete and unmarketable inventory could have a significant impact on the amount of the reserve recorded.

These assumptions include the assessment of market conditions and trends, expected demand inclusive of sales forecasts, anticipated sales and market prices, and product obsolescence.

We identified the valuation of inventory, in particular the estimate for potential obsolescence to reduce inventory to net realizable value and the significant assumptions relating to future demand and net realizable value, as a critical audit matter, because of the subjective judgments used by management, which involved significant audit effort and the use of especially challenging and subjective auditor judgment when performing audit procedures and evaluating the results of those procedures.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

Our audit procedures related to the estimates for future demand and net realizable value included the following, among others:

• Evaluating the design and implementation of internal controls related to the Company’s estimated future demand and net realizable value including the Company’s review of future demand as reflected in the quarterly sales forecasts and application within the inventory reserve calculation.

• Evaluating management’s process used in developing the estimate by:

• Evaluating the methodology used.

• Evaluating the reasonableness of the significant assumptions used, including but not limited to -

◦ Performing inquiries with non-financial personnel regarding slow-moving, obsolete or discontinued inventory items;

◦ Examining purchase orders or other audit evidence of future demand.

◦ Evaluating the reasonableness of the methodology used.

◦ Evaluating the reasonableness of the significant assumptions used, including, among others:

▪ Examining purchase orders and/or other audit evidence of future demand.

▪ Performing inquiries with non-financial personnel regarding slow-moving or obsolete inventory items and future expectations for selling prices.

▪ Testing the completeness, accuracy, and relevance of the underlying data used.

• Testing the mathematical accuracy of management’s calculations.

• Evaluating audit evidence from transactions occurring after year-end.

▪ Assessing the reasonableness of management’s expected net realizable value as reflected in anticipated sales and market prices through agreement to third party vendor information and experienced history.

/s/ Moss Adams LLP

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We have served as the Company’s auditor since 2023.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the stockholders and the Board of Directors of Navitas Semiconductor Corporation

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of Navitas Semiconductor Corporation and subsidiaries (the "Company") as of December 31, 2022, the related consolidated statements of operations, comprehensive income (loss), stockholders' equity (deficit), and cash flows, for the year then ended, and the related notes (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company's management.

Our responsibility is to express an opinion on the Company's financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

/s/ Deloitte & Touche LLP

Los Angeles, CA

April 3, 2023

We began serving as the Company’s auditor in 2021.

In 2023, we became the predecessor auditor.

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NAVITAS SEMICONDUCTOR CORPORATION

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Cash and cash equivalents $ 86,737 $ 151,892

Accounts receivable, net 25,858 9,127

Accounts receivable, net of allowance of $ 135 and $ 0 , respectively

13,982 25,858

Inventories 15,477 22,234

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Total current assets 120,266 206,162

RESTRICTED CASH 1,503 947

PROPERTY AND EQUIPMENT, net 15,421 9,154

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Operating lease liabilities, current 1,767 1,892

Deferred revenue 10,953 486

Customer deposit and deferred revenue — 10,953

Total current liabilities 21,144 48,487

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DEFERRED TAX LIABILITIES 441 1,040

NONCURRENT LIABILITIES 4,619 1,897

Total liabilities 41,965 104,929

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STOCKHOLDERS’ EQUITY:

Common stock, $ 0.0001 par value, 750,000,000 shares authorized as of December 31, 2023 and 2022, 179,196,418 and 153,628,838 shares issued and outstanding at December 31, 2023 and 2022, respectively

Class A common stock, $ 0.0001 par value, 740,000,000 shares authorized as of December 31, 2024 and 2023, 188,114,202 and 179,196,418 shares issued and outstanding at December 31, 2024 and 2023, respectively

Class B common stock, $ 0.0001 par value, 10,000,000 shares authorized as of December 31, 2024 and 2023, and 0 shares issued and outstanding at both December 31, 2024 and 2023

Additional paid-in capital 732,784 680,790

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Accumulated deficit ( 384,786 ) ( 300,187 )

Total stockholders’ equity of Navitas Semiconductor Corporation 380,617 381,132

Noncontrolling interest — 3,628

Total stockholders’ equity 348,013 380,617

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The accompanying notes are an integral part of these consolidated financial statements.

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NAVITAS SEMICONDUCTOR CORPORATION

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(In thousands, except per share amounts) 2024 2023

NET REVENUES (including $0 and $1,528 of related party revenues) $ 79,456 $ 37,943

COST OF REVENUES (exclusive of amortization of intangibles included below) 48,392 25,996

$ 83,302 $ 79,456

COST OF REVENUES (exclusive of amortization of intangible assets included below) 54,963 48,392

OPERATING EXPENSES:

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Amortization of intangible assets 18,926 18,820

Restructuring expense 1,223 —

Total operating expenses 159,014 149,196

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OTHER INCOME (EXPENSE), net:

Interest income 5,368 1,387

Gain from change in fair value of warrants — 51,763

Interest income (expense) ( 150 ) 1,314

Dividend income 5,233 4,054

Gain (loss) from change in fair value of earnout liabilities 36,644 ( 33,788 )

Other income (expense) 84 ( 1,147 )

Other income 102 84

Total other income (expense), net 41,829 ( 28,336 )

INCOME (LOSS) BEFORE INCOME TAXES ( 146,468 ) 50,075

LOSS BEFORE INCOME TAXES ( 88,846 ) ( 146,468 )

INCOME TAX BENEFIT ( 342 ) ( 517 )

NET INCOME (LOSS) $ ( 145,951 ) $ 72,887

NET LOSS ATTRIBUTABLE TO NONCONTROLLING INTEREST $ ( 518 ) $ ( 1,026 )

NET INCOME (LOSS) ATTRIBUTABLE TO CONTROLLING INTEREST $ ( 145,433 ) $ 73,913

NET INCOME (LOSS) PER COMMON SHARE:

Basic net income (loss) per share attributable to common stockholders $ ( 0.86 ) $ 0.55

Diluted net income (loss) per share attributable to common stockholders $ ( 0.86 ) $ 0.51

WEIGHTED AVERAGE COMMON SHARES USED IN NET INCOME (LOSS) PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS:

Equity method investment gain 3,905 —

NET LOSS $ ( 84,599 ) $ ( 145,951 )

NET LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS — ( 518 )

NET LOSS ATTRIBUTABLE TO CONTROLLING INTERESTS $ ( 84,599 ) $ ( 145,433 )

NET LOSS PER COMMON SHARE:

Basic net loss per share attributable to common stockholders $ ( 0.46 ) $ ( 0.86 )

Diluted net loss per share attributable to common stockholders $ ( 0.46 ) $ ( 0.86 )

WEIGHTED AVERAGE COMMON SHARES USED IN NET LOSS PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS:

Basic common shares 182,460 168,927

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NAVITAS SEMICONDUCTOR CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

Year Ended December 31,

(In thousands) 2023 2022

Net (loss) income $ ( 145,951 ) $ 72,887

Other comprehensive income (loss), net of tax:

Foreign currency translation adjustments, net of tax — ( 5 )

Total other comprehensive income (loss) — ( 5 )

COMPREHENSIVE INCOME (LOSS) INCLUDING NONCONTROLLING INTEREST ( 145,951 ) 72,882

COMPREHENSIVE LOSS ATTRIBUTABLE TO NONCONTROLLING INTEREST ( 518 ) ( 1,026 )

TOTAL COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO CONTROLLING INTEREST $ ( 145,433 ) $ 73,908

The accompanying notes are an integral part of these consolidated financial statements.

NAVITAS SEMICONDUCTOR CORPORATION

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

Stockholder's equity (deficit)

(In thousands) Common stock Additional

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

Stockholder's Equity

(In thousands) Class A common stock Additional

capital Accumulated

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income (loss) Non-controlling Interest Total

Shares Amount

Balance at December 31, 2022 153,629 $ 18 $ 535,875 $ ( 154,754 ) $ ( 7 ) $ 3,628 $ 384,760

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Stock-based compensation expense related to employee and non-employee stock awards — — 45,043 — — — 45,043

Repurchase of common stock ( 66 ) — ( 550 ) — — — ( 550 )

Exercise of warrants 3,318 — 29,641 — — — 29,641

Shares issued for business acquisitions 25,033 2 147,378 — — — 147,380

Shares issued for transaction fees 170 — 1,000 — — — 1,000

Change in noncontrolling interest — — — — — 4,654 4,654

Foreign currency translation adjustment — — — — ( 5 ) — ( 5 )

Net (loss) income — — — 73,913 — ( 1,026 ) 72,887

Shares issued in public offering 11,500 3 86,459 — — — 86,462

Shares issued in connection with buyout agreement 4,232 — 7,509 — — ( 3,110 ) 4,399

Net loss — — — ( 145,433 ) — ( 518 ) ( 145,951 )

Balance at December 31, 2023 179,196 $ 21 $ 680,790 $ ( 300,187 ) $ ( 7 ) $ — $ 380,617

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Stock-based compensation expense related to employee and non-employee stock awards — — 39,236 — — — 39,236

Shares issued in public offering 11,500 3 86,459 86,462

Shares issued in connection with buyout agreement 4,232 7,509 ( 3,110 ) 4,399

Net loss — — — ( 84,599 ) — — ( 84,599 )

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CASH FLOWS FROM OPERATING ACTIVITIES:

Net income (loss) $ ( 145,951 ) $ 72,887

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

Net loss $ ( 84,599 ) $ ( 145,951 )

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation 2,967 2,160

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Non-cash lease expense 1,888 2,036

Other 85 4,350

Impairment of other asset 2,014 —

Stock-based compensation expense 43,031 54,028

Amortization of debt discount and issuance costs — 17

Gain from change in fair value of warrants — ( 51,763 )

Allowance for expected credit losses 7,689 —

Gain from change in fair value of investment ( 3,905 ) —

(Gain) loss from change in fair value of earnout liability ( 36,644 ) 33,788

Loss on disposition of property and equipment 148 —

Deferred income taxes ( 599 ) ( 784 )

Non-cash bonus accruals ( 7,882 ) ( 2,757 )

Change in operating assets and liabilities:

Accounts receivable 4,187 ( 16,731 )

Inventory ( 4,105 ) ( 4,748 )

Inventories 6,757 ( 3,173 )

Prepaid expenses and other current assets 2,108 ( 2,555 )

Other assets 592 ( 2,546 )

Accounts payable, accrued compensation and other expenses 12,204 7,138

Accounts payable, accrued compensation and other accrued expenses ( 2,803 ) 13,680

Operating lease liability ( 1,745 ) ( 1,946 )

Deferred revenue 10,467 457

Customer deposit and deferred revenue ( 10,953 ) 10,467

Net cash used in operating activities ( 58,823 ) ( 41,379 )

CASH FLOWS FROM INVESTING ACTIVITIES:

Investment purchase ( 1,000 ) —

Business acquisitions, net of cash acquired — ( 96,357 )

Investment in joint venture — ( 5,204 )

Investment in preferred stock — ( 1,500 )

Investment purchases ( 2,500 ) ( 1,000 )

Purchases of property and equipment ( 6,771 ) ( 4,782 )

Receipts on notes receivable — 97

Net cash used in investing activities ( 9,271 ) ( 5,782 )

CASH FLOWS FROM FINANCING ACTIVITIES:

Redemption of warrants — ( 38 )

Repurchase of common stock — ( 550 )

Proceeds from issuance of common stock in connection with stock option exercises 812 1,923

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Payment of May 2023 public offering costs — ( 482 )

Principal payments on long-term debt — ( 6,933 )

Net cash provided by (used in) financing activities 88,382 ( 5,810 )

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 42,502 ( 157,915 )

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 110,337 268,252

CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 152,839 $ 110,337

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

Net assets acquired through change in control of joint venture $ — $ 3,813

Shares issued for business acquisition $ — $ 147,380

Shares issued for transaction fees $ — $ 1,000

Capital expenditures in accounts payable $ 499 $ 22

Proceeds from employee stock purchase plan 2,683 1,281

Net cash provided by financing activities 3,495 89,663

NET INCREASE (DECREASE) IN CASH ( 64,599 ) 42,502

CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT BEGINNING OF PERIOD 152,839 110,337

CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT END OF PERIOD $ 88,240 $ 152,839

RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH

Cash and cash equivalents $ 86,737 $ 151,892

Restricted cash 1,503 947

TOTAL CASH, CASH EQUIVALENTS AND RESTRICTED CASH $ 88,240 $ 152,839

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

Cash paid for income taxes $ 296 $ 160

Cash paid for interest $ — $ 290

Capital expenditures not yet paid $ 3,110 $ 499

Shares issued in connection with buyout agreement — 22,400

The accompanying notes are an integral part of these consolidated financial statements.

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ORGANIZATION AND BASIS OF PRESENTATION

On May 6, 2021, Navitas Semiconductor Limited, a private company limited by shares organized under the laws of Ireland (“Navitas Ireland”) and domesticated in the State of Delaware as Navitas Semiconductor Ireland, LLC, a Delaware limited liability company (“Navitas Delaware” and, together with Navitas Ireland, “Legacy Navitas”), entered into a business combination agreement and plan of reorganization (the “Business Combination Agreement” or “BCA”) with Live Oak Acquisition Corp.

II, a Delaware corporation (“Live Oak”).

Pursuant to the BCA, among other transactions consummated on October 19, 2021 (collectively, the “Business Combination”), Live Oak acquired all of the capital stock of Navitas Ireland (other than the Navitas Ireland Restricted Shares, as defined below) by means of a tender offer, and a wholly owned subsidiary of Live Oak merged with and into Navitas Delaware, with Navitas Delaware surviving the merger.

As a result, Legacy Navitas became a wholly owned subsidiary of Live Oak effective October 19, 2021.

At the closing of the Business Combination, Live Oak changed its name to Navitas Semiconductor Corporation (“Navitas”).

References to the “Company” in these financial statements refer to Legacy Navitas and its predecessors before the consummation of the Business Combination, or to Navitas Semiconductor Corporation after the Business Combination, as the context suggests.

The Company was founded in 2014 and has since been developing next-generation power semiconductors including gallium nitride (GaN) power integrated circuits (ICs), silicon carbide (SiC) and associated high-speed silicon system controllers and digital isolators used in power conversion and charging.

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Navitas maintains its operations around the world, including the United States, Ireland, Germany, Italy, Belgium, China, Taiwan, Thailand, South Korea and the Philippines, with principal executive offices in Torrance, California.

The Company has two authorized classes of common stock:

Class A and Class B.

Both classes have identical voting, dividend, and liquidation rights.

There were no outstanding Class B shares as of December 31, 2024 and 2023.

The Company also has 1.0 million of preferred stock authorized with no amounts outstanding as of December 31, 2024 and 2023.

The preferred stock may be issued with terms, rights, and preferences determined by the board of directors at the time of issuance.

May 2023 Public Offering

On May 26, 2023, the Company completed an underwritten public offering (the “May 2023 Public Offering”) of 10,000,000 shares of its Class A common stock at a public offering price of $ 8.00 per share, before deducting underwriting discounts and commissions.

In connection with the May 2023 Public Offering, the Company granted the underwriters of the offering a 30 -day option to purchase up to an additional 1,500,000 shares of the Company’s Class A common stock (the “Option Shares”) from the Company at the same public offering price.

On June 1, 2023, the underwriters exercised in full their option to purchase the Option Shares.

The sale of the Option Shares closed on June 5, 2023.

After deducting underwriting discounts and commissions and before deducting offering expenses payable by the Company, the Company received net proceeds of $ 75.6 million and $ 11.3 million from the May 2023 Public Offering and sale of the Option Shares, respectively.

The total net proceeds received by the Company after deducting offering expenses was $ 86.5 million.

The Company intends to use the net proceeds for working capital and other general corporate purposes, including potential acquisitions or strategic manufacturing investments.

In February 2023, the Company acquired the remaining minority interest in its silicon control IC joint venture from Halo Microelectronics for a purchase price of $ 22.4 million in Navitas stock.

See Note 18 - “Noncontrolling Interest” for more information.

In June 2022, the Company acquired VDDTech for $ 1.9 million in cash and stock, and in August 2022 the Company acquired GeneSiC for $ 246.2 million in cash and stock.

See Note 17, Business Combinations, for more information.

Basis of Consolidation

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(vi) recoverability of intangible assets;

(vii) the computation of share-based compensation;

(vii) the computation of stock-based compensation;

(viii) accrued compensation and other expenses;

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Actual results could differ from those estimates.

NAVITAS SEMICONDUCTOR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024 and 2023

SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS

Significant Accounting Policies and Estimates

Significant Accounting Policies

Segment Reporting

The Company is organized and operates as one reportable segment, the design, development, manufacture and marketing of integrated circuits and related components for use primarily in next-generation power semiconductors including gallium nitride (“GaN”) power integrated circuits (“ICs”), silicon carbide (“SiC”) devices and associated high-speed silicon system controllers, and digital isolators used in power conversion and charging.

The Company’s Chief Operating Decision Maker, the Chief Executive Officer, reviews financial information presented on a consolidated basis for purposes of making operating decisions and assessing financial performance.

See Note 3 - “Segment Information” for more information.

Revenue Recognition

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Revenue is recognized when control of the product is transferred to the customer (i.e., when the Company’s performance obligation is satisfied), which typically occurs at shipment.

Further, in determining whether control has transferred, the Company

NAVITAS SEMICONDUCTOR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2023 and 2022

considers if there is a present right to payment and legal title, along with risks and rewards of ownership having transferred to the customer.

Further, in determining whether control has transferred, the Company considers if there is a present right to payment and legal title, along with risks and rewards of ownership having transferred to the customer.

When the Company receives orders for products to be delivered over multiple dates that may extend across several reporting periods, the Company invoices for each delivery upon shipment and recognizes revenues for each distinct product delivered.

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The majority of sales to international customers that are shipped from the Company’s or its vendor’s facility outside of the United States are pursuant to EX Works, or EXW, shipping terms, meaning that control of the product transfers to the customer upon shipment from the Company’s or its vendors’ foreign warehouse.

NAVITAS SEMICONDUCTOR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024 and 2023

Sales returns and allowances are estimated based on historical claims data and expected future claims.

Provision for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided in the same period the related revenue is recognized, and are netted against revenue.

Sales to most distributors are made under terms allowing certain limited rights of return (known as “stock rotation”) of the Company’s products held in their inventory or upon sale to their end customers.

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Revenue received from customers in advance of the Company shipping the related product is considered a contract liability and is included in deferred revenue on the Company’s Consolidated Balance Sheets.

The opening and closing balances of our receivables and contract liabilities from our contracts with customers are as follows (in thousands):

January 1, 2022 December 31, 2022 December 31, 2023

Accounts receivable, net $ 8,263 $ 9,127 $ 25,858

Deferred revenue $ 29 $ 486 $ 10,953

Business Combinations

We account for business combinations using the acquisition method of accounting, in accordance with Accounting Standards Codification (“ASC”) 805, “ Business Combinations” .

The Company accounts for business combinations using the acquisition method of accounting, in accordance with ASC 805, “ Business Combinations” .

The acquisition method requires identifiable assets acquired and liabilities assumed be recognized and measured at fair value on the acquisition date, which is the date that the acquirer obtains control of the acquired business.

The amount by which the fair value of consideration transferred exceeds the net fair value of assets acquired and liabilities assumed is recorded as goodwill.

The determination of estimated fair value requires us to make significant estimates and assumptions.

The determination of estimated fair value requires the Company to make significant estimates and assumptions.

These fair value determinations require judgment and involve the use of significant estimates and assumptions, including assumptions with respect to future cash inflows and outflows, discount rates, and asset lives, among other items.

As a result, we may record adjustments to the fair values of assets acquired and liabilities assumed within the measurement period (up to one year from the acquisition date) with the corresponding offset to goodwill.

As a result, the Company may record adjustments to the fair values of assets acquired and liabilities assumed within the measurement period (up to one year from the acquisition date) with the corresponding offset to goodwill.

Transaction costs associated with business combinations are expensed as they are incurred.

Inventories (which consist of costs associated with the purchases of wafers from foundries and of packaged components from offshore assembly manufacturers, as well as internal labor and overhead, including depreciation and amortization, associated with the testing of both wafers and packaged components) are stated at the lower of cost (first-in, first-out) or market.

The Company periodically reviews inventory for potential obsolescence and declining values through periodic assessments, considering factors including estimates for future demand and net realizable value.

Inventory deemed impaired is written down to its net realizable value.

Inventory write-downs are established based on market conditions and trends, expected demand inclusive of sales forecasts, anticipated sales and market prices, and product obsolescence.

The Company capitalizes inventory when it is intended for commercial sale or use in production, while costs associated with research and development activities are only capitalized as supplies inventory when an alternative future use has been established.

NAVITAS SEMICONDUCTOR CORPORATION

1 unchanged sentence

December 31, 2024 and 2023

Transaction costs associated with business combinations are expensed as they are incurred.

Valuation of Contingent Consideration Resulting from a Business Combination

In connection with certain acquisitions, we may be required to pay future consideration that is contingent upon the achievement of specified milestone events.

We record contingent consideration resulting from a business combination at its fair value on the acquisition date.

Each quarter thereafter, we revalue these obligations and record increases or decreases in their fair value within our Statement of Operations until such time as the specified milestone achievement period is complete.

Increases or decreases in fair value of the contingent consideration liabilities can result from updates to assumptions such as the expected timing or probability of achieving the specified milestones.

Significant judgment is employed in determining these assumptions as of the acquisition date and for each subsequent period.

Updates to assumptions could have a significant impact on our results of operations in any given period.

Actual results may differ from estimates.

Inventory (which consist of costs associated with the purchases of wafers from foundries and of packaged components from offshore assembly manufacturers, as well as internal labor and overhead, including depreciation and amortization, associated with the testing of both wafers and packaged components) are stated at the lower of cost (first-in, first-out) or market.

Inventory items determined to be impaired are reduced to their net realizable values.

Stock-based compensation

The Company measures and recognizes compensation expense for all stock-based awards based on the grant date fair value of the awards.

The Company recognizes compensation expense over the requisite service period in the consolidated statements of operations for restricted stock awards.

The fair value of restricted stock unit grants is typically determined using the Monte Carlo simulation method.

The fair value of stock option awards to employees and to non-employees with service based vesting conditions is estimated using the Black-Scholes option pricing model.

The value of an award is recognized as expense over the requisite service period in the consolidated statements of operations.

The Company recognizes compensation expense over the requisite service period in the consolidated statements of operations for restricted stock awards or vesting terms .

RSUs - The fair value per unit of each RSU grant award is determined on the grant date based on the Company’s stock price.

Stock-based compensation is recognized on a straight-line basis over the requisite service period of the award.

Forfeitures are recognized as they occur.

ESPP - We currently use the Black-Scholes option-pricing model to estimate the fair value of our Employee Stock Purchase Plan (ESPP) awards and amortize the expense over the requisite service period in the consolidated statements of operations .

The option pricing model requires management to make assumptions and to apply judgment in determining fair value of the awards.

The most significant assumptions and judgments include the expected volatility, risk-free interest rate, expected dividend rate and expected term of the award.

The expected volatility of the awards is typically based on historical volatility of selected public companies within the Company’s industry.

The expected volatility of the awards is determined based on a combination of the Company's own historical volatility and the historical volatility of selected public companies within its industry.

The risk-free interest rate is based on the implied yield currently available on U.S.

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The Company has elected to account for forfeitures as they occur.

The Company elected to treat share-based payment awards with graded vesting schedules and time-based service conditions as a single award and recognize compensation expense on a straight-line basis over the requisite service period.

NAVITAS SEMICONDUCTOR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2023 and 2022

The Company elected to treat stock-based payment awards with graded vesting schedules and time-based service conditions as a single award and recognize compensation expense on a straight-line basis over the requisite service period.

LTIPs - The fair value for each tranche of the Long-term Incentive Plan Stock Option (“LTIP”) awards was determined using Black-Scholes model and a Monte Carlo simulation estimated at the initial grant date.

We utilized the services of a professional valuation firm to develop the grant date fair value.

The LTIP awards vest based on the achievement of certain market (stock price hurdles) and performance conditions (revenue and/or EBITDA targets).

The most significant assumptions and judgments include management’s forecasts related to award performance conditions, including whether certain performance conditions are probable, which determine the timing and amount of the recognition of the awards.

Awards are not recognized until they are deemed to be probable to vest, and awards may be unrecognized if they are determined to be no longer probable.

Current income tax expense is an estimate of current income taxes payable or refundable in the current fiscal year based on reported income before income taxes.

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In addition, the calculation of tax liabilities involves significant judgment in estimating the impact of uncertainties in the application of complex tax laws.

NAVITAS SEMICONDUCTOR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024 and 2023

Resolution of these uncertainties in a manner inconsistent with the Company’s expectations could have a material impact on the Company’s results of operations and financial position.

1 unchanged sentence

The Company’s federal and state income tax returns since inception are open and management continually evaluates expiring statutes of limitations, audits, proposed settlements, changes in tax law and new authoritative rulings.

When necessary, the Company recognizes interest and penalties associated with tax matters as part of the income tax provision and includes accrued interest and penalties with the related tax liability in the balance sheet.

The Company had no accrued interest and penalties at December 31, 2024 and 2023.

Accounts receivable

Accounts receivable are reported as the amount management expects to collect from outstanding balances.

Management performs an analysis of the current status of each individual customer account to determine the appropriate level for the allowance for doubtful accounts.

Balances that are still outstanding after management has used reasonable collection efforts are written off against the allowance for doubtful accounts.

As of December 31, 2023 and 2022, all receivables were considered collectible.

Accounts receivable are recorded at the amounts management expects to collect.

To account for potential credit losses, the Company establishes an allowance for current estimated credit losses based on estimated losses from customers' inability to meet payment obligations.

In evaluating collectability, management considers factors such as customer creditworthiness, past transaction history, current financial conditions, reasonable forecasts, industry trends, and changes in payment terms, reassessing as necessary.

Past-due balances exceeding 90 days and other higher-risk amounts are individually assessed.

If a customer’s financial condition deteriorates, impacting their ability to pay, additional allowances may be required.

Management conducts a thorough analysis of each customer account to determine the appropriate allowance level.

Estimated credit losses are recognized as a charge to earnings with a corresponding credit to the valuation allowance.

At each reporting period, the Company reassesses the amount of probable credit losses based on the changes in risk characteristics of the underlying receivables as needed.

Outstanding balances that remain uncollected after reasonable collection efforts are written off against the allowance for current estimated credit losses.

Accounts receivable also include unbilled receivables, which primarily represent revenue recognized for services performed but not yet invoiced to customers.

All unbilled accounts receivables are expected to be billed and collected within twelve months.

Fair Value Measurements

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In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

NAVITAS SEMICONDUCTOR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2023 and 2022

Derivative Liabilities

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The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period.

NAVITAS SEMICONDUCTOR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024 and 2023

The 8,433,333 warrants issued in connection with Live Oak’s Initial Public Offering (the “Public Warrants”), the 4,666,667 Private Placement Warrants and the Earnout Shares associated with Vested Shares are recognized as derivative liabilities in accordance with ASC 815.

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If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset.

The Company expense external costs, such as filing fees and associated attorney fees, incurred to obtain patents, but capitalized patents obtained through acquisition as intangible assets.

The Company also expense costs associated with maintaining and defending patents subsequent to their issuance.

Goodwill represents the excess of the purchase price over the fair value of tangible and intangible assets acquired.

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The Company considers cash invested in highly liquid financial instruments with maturities of three months or less at the date of purchase to be cash equivalents.

Restricted Cash

The Company’s restricted cash consists of funds held in a SAFE account in China, which are legally restricted from withdrawal for general corporate purposes.

These funds are designated exclusively for the settlement of employee obligations related to restricted stock unit (RSU) and stock option releases, as well as the remittance of applicable taxes.

The Company holds an investment in an affiliate over which it has significant influence but does not maintain a controlling interest, the Company applies the equity method of accounting.

This investment is reported under "Other assets" in the Consolidated Balance Sheets.

The Company’s share of earnings and losses from this investment is recognized under “Equity method investment gain” on the Consolidated Statements of Operations.

NAVITAS SEMICONDUCTOR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024 and 2023

Foreign Currency Risk and Foreign Currency Translation

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Dollars at the current exchange rates as of the applicable balance sheet date.

NAVITAS SEMICONDUCTOR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2023 and 2022

Non-monetary assets and liabilities into U.S.

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Advertising costs, which are included in selling, general and administrative expenses, are expensed as incurred.

They are no t material in 2023 and $ 0.1 million in 2022.

They are not material in 2024 and 2023.

Research and Development

Costs related to research, design, and development of our products are expensed as incurred.

Research and development expense consists primarily of pre-production costs related to the design and development of our products and technologies, including costs related to contracted non-recurring engineering services.

These expenses include employee compensation, benefits and related costs of sustaining our engineering teams, project material costs, third party fees paid to consultants, prototype development expenses, and other costs incurred in the product and technology design and development processes.

Recently Adopted Accounting Standards

Credit Losses

In June 2016, the Financial Accounting Standards Board (“FASB”) amended guidance related to impairment of financial instruments as part of Accounting Standards Update (ASU) 2016-13, Financial Instruments — Credit Losses (Topic 326):

Measurement of Credit Losses on Financial Instruments, which replaced the incurred loss impairment methodology with an expected credit loss model for which a company recognizes an allowance based on the estimate of expected credit loss.

This ASU requires entities to measure the impairment of certain financial instruments, including accounts receivable, based on expected losses rather than incurred losses.

This ASU was effective for the Company beginning in 2023.

The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements and related disclosures.

We pool financial assets based on their risk characteristics, which include class of customer, geographic location of the customer, contractual life of the financial asset, and age of the open receivable balance.

The allowance for credit losses pool is estimated based on historical credit loss rates adjusted for management’s reasonable and supportable expectations of future economic conditions, which consider macroeconomic, industry and market trends that could impact future credit loss rates.

Additions to the allowance are charged to general and administrative expenses in the consolidated statements of operations.

Accounts receivables are written off against the allowance when the probability of collection of an account balance is deemed remote.

Costs related to research, design, and development of the Company’s products are expensed as incurred.

Research and development expense consists primarily of pre-production costs related to the design and development of the Company’s products and technologies, including costs related to contracted non-recurring engineering services.

These expenses include employee compensation, benefits and related costs of sustaining the Company’s engineering teams, project material costs, third party fees paid to consultants, prototype development expenses, and other costs incurred in the product and technology design and development processes.

Reclassifications

Certain items in the prior period’s Condensed Consolidated Balance Sheets and condensed consolidated statements of operations have been reclassified to conform to the presentation for the twelve months ended December 31, 2024.

Dividend income was previously included within interest income (expense), net.

Additionally, for the prior period, the Company reclassed $ 0.9 million from inventories to prepaids and other current assets related to the sales returns inventory.

The Company reclassed $ 1.4 million from prepaids and other current assets to other assets and $ 1.9 million from accounts payable and other accrued expenses to its own line for accrued royalties related to an indemnity asset and royalty liability, respectively.

Additionally, the Company reclassed $ 0.9 million from cash and cash equivalents to restricted cash.

During the year ended December 31, 2024, the Company revised its presentation of stockholders’ equity to separately present Class A and Class B Common Stock, previously combined in prior periods.

This reclassification had no impact on total stockholders’ equity or financial results.

In 2023, in the Statement of Cash Flows, the Company reclassified $ 1.3 million from Accounts Payable within operating activities to financing activities under Proceeds from the Employee Stock Purchase Plan (ESPP), coupled with a $ 2.8 million reclassification from Accounts Payable to Non-cash Bonus Accruals.

There was no impact to net loss and retained earnings as a result of the reclassifications.

NAVITAS SEMICONDUCTOR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024 and 2023

Recently Issued Accounting Standards

In December 2023, the Financial Accounting Standards Board (FASB) issued ASU 2023-09, titled Income Taxes (Topic 740):

In December 2023, FASB issued ASU 2023-09, titled Income Taxes (Topic 740):

Improvements to Income Tax Disclosures.

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Specifically, they improve income tax disclosures related to rate reconciliation and income taxes paid.

ASU 2023-09 becomes effective for fiscal years beginning after December 15, 2024, with early adoption permitted.

While we are currently assessing the impact of this standard, we anticipate it will result in disclosure changes only.

This updated standard will be effective for annual periods starting in fiscal 2025 and interim periods beginning in the first quarter of fiscal 2026.

Early adoption is permitted.

The Company is currently assessing the impact of this standard and anticipates that it will result in disclosure changes only.

In November 2024, the FASB issued ASU No.

2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures, which mandates enhanced disclosure of specific costs and expenses within the notes to the financial statements.

This updated standard will be effective for annual periods starting in fiscal 2028 and interim periods beginning in the first quarter of fiscal 2029.

Early adoption is permitted.

The impact of the updated standard on the financial statement disclosures is currently being assessed..

Recently Adopted Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board (FASB) introduced Accounting Standard Update (ASU) 2023-07, titled Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures.

This update mandates that all public entities, including those with a single reportable segment, disclose one or more measures of segment profit or loss that the chief operating decision maker (CODM) uses to allocate resources and assess performance during interim and annual reporting periods.

Furthermore, the standard requires the disclosure of significant segment expenses, other relevant segment items, and additional qualitative information.

The Company adopted ASC 2023-07 and all related subsequent amendments during the current reporting period, as disclosed in Note 3 - “Segment Information” of this Form 10-K.

This Form 10-K does not include any other newly implemented accounting standards or pronouncements beyond those detailed above.

Such exclusions were made because they either do not apply to the Company or are not anticipated to materially impact the condensed consolidated financial statements.

NAVITAS SEMICONDUCTOR CORPORATION

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December 31, 2024 and 2023

Inventory consisted of the following (in thousands):

SEGMENT INFORMATION

Navitas operates as a single operating segment under ASC 280 - Segment Reporting, which establishes requirements for public entities to disclose financial information about operating segments.

Under ASC 280, an operating segment is defined as a component of a company that generates revenue and expenses, has discrete financial data available, and is regularly reviewed by the Chief Operating Decision Maker (CODM) to assess performance and allocate resources.

The Company's CEO, Gene Sheridan, serves as the CODM, overseeing financial performance and making resource allocation decisions at a consolidated level.

The CODM primarily evaluates consolidated net income (loss) as the measure of segment profit or loss.

While product-level data is available internally, it is not used for performance evaluation or resource allocation.

Additionally, the CODM reviews detailed breakdowns of significant expenses, such as selling, general, and administrative (SG&A) expenses and research and development (R&D) costs, which are already disclosed in the income statement.

Below is an overview of the specific items reviewed by the CODM.

Year Ended December 31,

NET REVENUES $ 83,302 $ 79,456

COST OF REVENUES (exclusive of amortization of intangibles included below)

54,963 48,392

OPERATING EXPENSES:

Stock-based compensation 42,703 54,028

Employee 45,693 39,912

Amortization of intangible assets 18,926 18,820

Other 51,692 36,436

Total operating expenses $ 159,014 $ 149,196

Operating loss $ ( 130,675 ) $ ( 118,132 )

Other income (expense) 41,829 ( 28,336 )

Loss before income taxes $ ( 88,846 ) $ ( 146,468 )

Income tax benefit ( 342 ) ( 517 )

Equity method investment gain 3,905 —

Net loss $ ( 84,599 ) $ ( 145,951 )

net loss attributable to noncontrolling interests — ( 518 )

Net loss attributable to controlling interests $ ( 84,599 ) $ ( 145,433 )

A CCOUNTS RECEIVABLE

Accounts receivable trade, net consist of the following (in thousands):

December 31, 2024 December 31, 2023

Accounts receivable, gross $ 12,578 $ 25,411

Unbilled receivables 1,539 447

Allowance for credit losses ( 135 ) —

Accounts receivable, net $ 13,982 $ 25,858

Unbilled receivables relate to two customers.

NAVITAS SEMICONDUCTOR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024 and 2023

Allowance for credit losses activity (in thousands):

Allowance for Credit Losses

Balance at December 31, 2022 $ —

Provision for credit losses, net of recoveries ( 314 )

Accounts written-off 314

Balance at December 31, 2023 $ —

Provision for credit losses, net of recoveries ( 7,619 )

Accounts written-off 7,484

Balance at December 31, 2024 $ ( 135 )

NAVITAS SEMICONDUCTOR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024 and 2023

Inventories consist of the following (in thousands):

December 31, 2024 December 31, 2023

Raw materials $ 2,422 $ 7,743

2 unchanged sentences

Total $ 15,477 $ 22,234

NAVITAS SEMICONDUCTOR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024 and 2023

PROPERTY AND EQUIPMENT, NET

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Construction in Progress 6,887 1,114

23,233 14,057

Accumulated depreciation ( 7,812 ) ( 4,903 )

4 unchanged sentences

Leasehold improvements

See below for the Company’s long-lived assets, net by region as of December 31, 2024:

United States International Total

Property and Equipment 12,196 3,225 15,421

Operating ROU Assets 3,861 3,039 6,900

Other Assets 10,005 473 10,478

Total $ 26,062 $ 6,737 $ 32,799

The Company’s long-lived assets, net by region as of December 31, 2023:

United States International Total

Property and Equipment $ 5,669 $ 3,485 $ 9,154

Operating ROU Assets 4,831 3,437 8,268

Other Assets 6,054 647 6,701

Total $ 16,554 $ 7,569 $ 24,123

NAVITAS SEMICONDUCTOR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024 and 2023

FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES

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The short-term nature of the Company’s cash and cash equivalents, accounts receivable, debt and current liabilities causes each of their carrying values to approximate fair value for all periods presented.

Cash equivalents classified as Level 1 instruments was $ 139.0 million for December 31, 2023 and not material for 2022.

NAVITAS SEMICONDUCTOR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2023 and 2022

Cash equivalents classified as Level 1 instruments was $ 66.5 million for December 31, 2024 and $ 139.0 million for 2023.

The following table presents the Company’s fair value hierarchy for financial liabilities as of December 31, 2024 (in thousands):

7 unchanged sentences

The Company did not transfer any investments between level 1 and level 2 of the fair value hierarchy in the years ended December 31, 2024 and 2023.

The following table provides a reconciliation between the beginning and ending balances of items measured at fair value on a recurring basis that used significant unobservable inputs (Level 3) (in thousands):

The following table provides a reconciliation between the beginning and ending balances of items measured at fair value on a recurring basis that used significant unobservable inputs (Level 3).

See Note 11 - “Earnout Liability” for more details.

(In thousands):

Fair Value Measurements Using Significant Unobservable Inputs

1 unchanged sentence

Fair value adjustment ( 36,644 )

Balance at Balance at December 31, 2023 $ 46,852

GOODWILL AND INTANGIBLES

The following table presents the changes in the Company’s goodwill balance (in thousands):

Balance at December 31, 2024 $ 10,208

Purchase price adjustment 1,688

Balance at December 31, 2023 $ 163,215

Refer to Note 17, Business Combinations, for further details.

GOODWILL AND INTANGIBLES

Goodwill represents the excess of the consideration transferred over the estimated fair value of assets acquired and liabilities assumed in a business combination.

Intangible assets are measured at their respective fair values as of the

NAVITAS SEMICONDUCTOR CORPORATION

1 unchanged sentence

December 31, 2024 and 2023

acquisition date and may be subject to adjustment within the measurement period, which may be up to one year from the acquisition date.

Goodwill and indefinite-lived intangible assets are tested for impairment annually, or more frequently if events or changes in circumstances indicate that it is more likely than not that the assets are impaired.

As of the annual measurement date on September 30, 2024, the fair market value of the Company's stock continues to exceed its carrying value, with no indicators of impairment as of December 31, 2024.

There were no changes to goodwill during the fiscal year ended December 31, 2024.

The following table presents the changes in the Company’s goodwill balance for the fiscal year ended December 31, 2023 (in thousands):

Balance at December 31, 2022 $ 161,527

Purchase price adjustment ¹ 1,688

Balance at December 31, 2023 $ 163,215

¹ In 2023, the Company received information regarding products shipped by GeneSiC to a distributor prior to the Company’s acquisition of GeneSiC.

GeneSiC had the option, but not the obligation, to accept returns sold to the distributor.

The Company determined that a $ 1.7 million return liability should have been recorded as of the close of the acquisition on August 15, 2022.

The Company recorded the return liability as a purchase price adjustment in 2023, resulting in an increase to goodwill and accounts payable and other accrued expenses of $ 1.7 million.

The following table presents the Company’s intangible asset balance by asset class for the fiscal year ended December 31, 2024 (in thousands):

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Balance at December 31, 2023 $ 91,099

Additions to intangible assets 4,299

Other Adjustments 22

Amortization expense ( 18,926 )

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The Compa ny has entered into operating leases primarily for commercial buildings.

These leases have terms which range from 0.3 to 5.8 years.

A s of December 31, 2024 no operating lease agreements contain economic penalties for the Company to extend the lease, and it is not reasonably certain the Company will exercise these extension options.

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As of December 31, 2024 , all leases recorded on the Company’s Consolidated Balance Sheets were operating leases.

Upon adoption of ASC 842 on January 1, 2022, the Company recorded operating lease assets of $ 1.6 million and lease liabilities of $ 1.7 million in the Company’s consolidated balance sheets.

The adoption of this standard did not have a material impact on retained earnings, the co nsolidated statement of operations, or cash flows.

The Company obtained $ 3.2 million in additional right-of-use assets in exchange for lease obligations during the fiscal year ended December 31, 2023.

The Company has made the accounting policy election to use certain ongoing practical expedients made available by ASC 842 to:

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Information related to the Company right-of-use assets and related operating lease liabilities were as follows (in thousands):

Fiscal Years Ended

December 31, 2024 December 31, 2023

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Weight-average discount rate 4.93 % 5.08 %

4.25 % - 5.5 %

Maturities of lease liabilities (in thousands) due in the 12-month period ending December 31,

Thereafter 419

Less imputed interest 737

3 unchanged sentences

December 31, 2024 and 2023

SHARE BASED COMPENSATION

STOCK-BASED COMPENSATION

Equity Incentive Plans

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(In thousands) 2024 2023

Cost of goods sold $ 328 $ —

Research and development 23,472 26,806

9 unchanged sentences

The fair value of incentive stock options and non-statutory stock options issued was estimated using the Black-Scholes model.

The Company did not grant any stock option awards during the years ended December 31, 2023 or 2022, except as discussed below under Long-term Incentive Plan Stock Options.

A summary of stock options outstanding as of December 31, 2024, and activity during the two years then ended, is presented below:

Stock Options

(In thousands) Weighted-

Price Weighted-Average Remaining Contractual Term (In years)

Stock Options Shares (In thousands) Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (In years)

Outstanding at December 31, 2022 6,775 $ 0.59 6.2

6 unchanged sentences

Vested and exercisable at December 31, 2024 1,497 $ 0.74 4.7

During the years ended both December 31, 2023 and 2022, the Company recognized $ 0.5 million of stock-based compensation expense for the vesting of outstanding stock options, excludi ng $ 7.9 million and $ 6.0 million, respectively, related to the LTIP Options described below.

At December 31, 2023, unrecognized compensation cost related to unvested options totaled $ 0.1 million.

During the years ended December 31, 2024 and 2023, the Company recognized $ 0.1 million and $ 0.5 million, respectively, of stock-based compensation expense for the vesting of outstanding stock options, excludi ng $ 2.5 million and $ 7.9 million , respectively, related to the LTIP Options described below.

At December 31, 2024 , unrecognized compensation cost related to unvested options was immaterial.

T he weighted-average period over which this remaining compensation cost will be recognized i s 0.0 years.

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Weighted-average grant date fair value of options

On a quarterly basis, management reviews the probable achievement for each of the tranches in the 2021 LTIP Options in regards to revenue and EBITDA, which includes assumptions for forecasted revenue and EBITDA.

In connection with the “2021 LTIP Options”, the Company recognized $ 4.0 million and $ 6.9 million of stock-based compensation expense for the years ended December 31, 2024 and 2023, respectively.

The unrecognized compensation expense related to these 2021 LTIP Options is $ 46.9 million as of December 31, 2023, and compensation expense will be recognized over 2.4 years.

The unrecognized compensation expense related to probable tranches in the 2021 LTIP Options is $ 2.2 million as of December 31, 2024 , and compensation expense will be recognized over 2.5 years.

If the Company achieves all revenue and EBITDA performance metrics, the total incremental recognized expense would be $ 40.7 million.

The Company awarded a total of 3,250,000 performance stock options (“2022 LTIP Options”) to a member of senior management on August 15, 2022 pursuant to the 2021 Plan.

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The Company utilized the services of a professional valuation firm to finalize these assumptions during the fiscal year ended December 31, 2023 .

The valuation model utilized the following assumptions:

The valuation m odel utilized the following assumptions:

Risk-free interest rates 2.82 %

3 unchanged sentences

Weighted-average grant date fair value of options $ 2.89

In connection with 2022 LTIP Options, the Company recognized $ 1.1 million and $ 0.4 million of stock-based compensation expense for the years ended December 31, 2023 and 2022, respectively.

The unrecognized compensation expense related to the 2022 LTIP Options is $ 7.9 million as of December 31, 2023, and compensation expense will be recognized over 3.0 years.

On a quarterly basis, management reviews the probable achievement for each of the tranches in the 2022 LTIP Options in regards to revenue and EBITDA, which includes assumptions for forecasted revenue and EBITDA.

In relation to the 2022 LTIP Options, a member of senior management departed the Company prior to December 31, 2024 , failing to meet the service requirement for the options.

As a result, their options were forfeited, and the Company reversed the associated stock-based compensation.

The Company recognized $ 0.6 million of stock-based compensation through the date of forfeiture in 2024 and $ 1.1 million of expense for 2023.

The Company reversed the cumulative $ 2.1 million of stock-based compensation for the year ended December 31, 2024 .

No compensation expense related to the 2022 LTIP Options will be recognized subsequent to December 31, 2024.

Restricted Stock Units

On August 25, 2021, the Company granted an aggregate of 4,135,000 RSUs under the 2020 Plan to certain members of senior management pursuant to restricted stock unit agreements (collectively, the “RSU Agreements”).

Each RSU represents the right to receive one share of common stock of the Company, subject to the vesting and other terms and conditions set forth in the RSU Agreements and the 2020 Plan.

Up to 3,500,000 of these RSU awards vest in three equal installments over a three-year period subject to the occurrence of an IPO (which includes the Business Combination) and certain valuation targets, subject to an accelerated vesting schedule based on the satisfaction of certain stock price targets.

Up to 500,000 RSUs vest on the six-month anniversary of the grant date, subject to the occurrence of an IPO and certain valuation targets.

Up to 52,500 RSUs vest upon the occurrence of an IPO, while the remaining 82,500 RSUs vest as specified by an RSU Agreement over a period of approximately three years .

As of October 19, 2021, the IPO performance condition had been met.

The Company regularly grants RSUs to employees as a component of their compensation.

A summary of RSUs outstanding as of December 31, 2024, and activity during the year then ended, is presented below:

NAVITAS SEMICONDUCTOR CORPORATION

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December 31, 2024 and 2023

The Company regularly grants RSUs to employees as a component of their compensation.

A summary of RSUs outstanding as of December 31, 2023, and activity during the year then ended, is presented below:

Restricted Stock Unit Awards Shares

14 unchanged sentences

The weighted-average period over which this remaining compensation cost is expected to be recognized is 2.1 years.

The Company implemented a yearly stock-based bonus plan in 2021 and plans to settle accrued bonus liabilities of $ 7.9 million related to fiscal year 2023 (included in accrued compensation expense liability on the balance sheet), by issuing a variable number of fully-vested restricted stock units to its employees in 2023.

Based on the closing share price of the Company’s Class A Common Stock of $ 8.07 on December 31, 2023, approximately 976,723 shares would be issued, however the actual number of shares will be based on the share price at the date of settlement.

The Company implemented a yearly stock-based bonus plan in 2021 and plans to settle accrued bonus liabilities of $ 3.7 million related to fiscal year 2024 (included in “Accrued compensation expenses” on the Consolidated Balance Sheets), by issuing a variable number of fully-vested restricted stock units to its employees in 2024.

Based on the closing share price of the Company’s Class A common stock of $ 3.57 on December 31, 2024, approximately 1.0 million shares would be issued, however the actual number of shares will be based on the share price at the date of settlement.

2022 Employee Stock Purchase Plan

4 unchanged sentences

The first offering period under the 2022 ESPP commenced in February 2023 and the second offering in September 2023.

For the year ended December 31, 2023, employees who elected to participate in the ESPP purchased 257,963 shares of common stock under the 2022 ESPP, resulting in cash proceeds to the Company of $ 1.3 million.

The purchase price was $ 4.96 , which was 15 % of the fair market value in August 2023.

For the years ended December 31, 2024 and 2023 , employees who elected to participate in the ESPP purchased 801,465 and 257,963 shares of common stock under the 2022 ESPP, resulting in cash proceeds to the Company of $ 2.7 million and $ 1.3 million , respectively.

The purchase price was $ 4.55 and $ 2.19 , which was 15 % of the fair market value in March and September 2024, respectively.

As of December 31, 2024 the Company had 1,940,572 remaining authorized shares available for purchase.

As the plan was adopted in 2023, there were no shares issued as of December 31, 2022.

During the year ended December 31, 2024 and 2023 , the Company recognized $ 1.8 million and $ 1.2 million of stock-based compensation expense for the ESPP, respectively.

Other Share Awards

In connection with the acquisition of the remaining minority interest of a silicon control IC joint venture, as described in Note 16, the Company issued 841,729 fully vested shares to certain former employees of the joint venture with a grant date fair value totaling $ 4.5 million.

In connection with the acquisition of the remaining minority interest of a silicon control IC joint venture, as described in Note 18 - “Noncontrolling Interest”, the Company issued 841,729 fully vested shares to certain former employees of the joint venture with a grant date fair value totaling $ 4.5 million.

Such amount has been recognized as stock-based compensation expense during the year ended December 31, 2023.

10 unchanged sentences

As a result, these unvested earn-out shares are equity-classified awards and have an aggregated grant date fair value of $ 19.1 million (or $ 11.52 per share).

During the year ended December 31, 2023, the Company recognized $ 0.3 million of stock-based compensation expense for the vesting of earnout shares.

During the year ended December 31, 2024 and 2023 , the Company recognized $ 0.2 million and $ 0.3 million of stock-based compensation expense for the vesting of earnout shares.

As of the beginning of the second quarter of fiscal year 2023, these earnout shares had fully vested.

At December 31, 2023, there was no remaining compensation cost related to unvested earnout shares.

During the year ended December 31, 2022, the Company recognized $ 11.9 million of stock-based compensation expense for the vesting of earnout shares.

At December 31, 2024 and 2023 , there was no remaining compensation cost related to unvested earnout shares, except for forfeitures.

Refer to Note 11 - “Earnout Liability”.

WARRANT LIABILITY

In connection with the closing of the Business Combination, holders of Live Oak Class A ordinary shares automatically received Class A Common Stock of the Company, and holders of Live Oak warrants automatically received 13,100,000 warrants of the Company with substantially identical terms (“the Warrants”).

At the Closing, 8,433,333 Live Oak public warrants automatically converted into 8,433,333 warrants to purchase one share of the Company’s Class A Common Stock at $ 11.50 per share (the “Public Warrants”), and 4,666,667 Private Placement Warrants held by the Sponsor and certain permitted transferees, each exercisable for one Class A ordinary share of Live Oak at $ 11.50 per share, automatically converted into warrants to purchase one share of the Company’s Class A Common Stock at $ 11.50 per share with substantially identical terms as the Public Warrants.

On February 4, 2022, the Company gave notice that it would redeem all of the Warrants, as further described below.

The Warrants were exercisable only during the period commencing December 7, 2021 ( 12 months after the consummation of Live Oak’s initial public offering) and ending on the earlier of October 19, 2026 ( five years after the Closing of the Business Combination) or, in the event of redemption, the corresponding redemption date.

The Company had the right to redeem not less than all of the outstanding Public Warrants on 30 days’ notice, at a redemption price of $ 0.01 per Warrant, if the reported closing price of the Common Stock was at least $ 18.00 per share for any 20 of 30 trading days ending three business days before the notice of redemption, subject to certain other conditions.

The Company also had the right to redeem not less than all of the outstanding Public Warrants on 30 days’ notice, at a redemption price of $ 0.10 per Warrant, if the reported closing price of the Common Stock was at least $ 10.00 per share for any 20 of 30 trading days ending three business days before the notice of redemption, subject to certain other conditions.

If the Company elected to exercise the latter right to redeem the Public Warrants for $ 0.10 per Warrant, and the reported closing price of the Common Stock was less than $ 18.00 per share for any 20 of 30 trading days ending three business days before the notice of redemption, the Company was required by the terms of the Public Warrants to concurrently redeem the Private Placement Warrants on the same terms.

In addition, in such event, hold ers of Warrants subject to redemption would have the right to exercise their Warrants on a “cashless” basis, whereby they would receive a fractional number of shares of Common Stock per Warrant exercised before the redemption date, based on the volume weighted average price of the Common Stock for

NAVITAS SEMICONDUCTOR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2023 and 2022

the 10 trading days following notice of redemption (the “Redemption Fair Market Value”) and the time period between the redemption date and the original expiration of the Warrants in the absence of redemption.

On February 4, 2022, the Company issued a notice of redemption that it would redeem, at 5:00 p.m.

New York City time on March 7, 2022 (the “ Redemption Date ”), all of the Company’s outstanding Public Warrants and Private Placement Warrants to purchase shares of the Company’s Class A Common Stock that were governed by the Warrant Agreement, dated as of December 2, 2020 (the “ Warrant Agreement ”), between the Company and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agent”), at a redemption price of $ 0.10 per Warrant (the “ Redemption Price ”).

On February 22, 2022, the Company issued a notice that the “Redemption Fair Market Value,” determined in accordance with the Warrant Agreement based on the volume weighted average price of the Common Stock for the 10 trading days immediately following the date on which notice of redemption was sent, was $ 10.33 and, accordingly, that holders exercising Warrants on a “cashless” basis before the Redemption Date would receive 0.261 shares of Common Stock per Warrant exercised.

The Warrants were exercisable by their holders until immediately before 5:00 p.m.

New York City time on the Redemption Date, either (i) on a cash basis, at an exercise price of $ 11.50 per share of Common Stock, or (ii) on a “cashless” basis in which the exercising holder would receive 0.261 shares of Common Stock per Warrant exercised.

Between December 7, 2021 (the date the Warrants became exercisable) and the Redemption Date, an aggregate of 12,722,773 Warrants were exercised (including 17,785 on a cash basis and 12,704,988 on a “cashless” basis);

an aggregate of 3,333,650 shares of Common Stock were issued upon exercise of the Warrants (including 17,785 shares in respect of cash exercises and 3,315,865 shares in respect of “cashless” exercises).

A total of 377,187 Warrants remained outstanding and unexercised at the Redemption Date and were redeemed for an aggregate Redemption Price of $ 38 .

Prior to the redemption date, the warrants had an aggregate fair value of $ 81.4 million which resulted in a gain of $ 51.8 million due to the decrease in the fair value of the warrant liability in fiscal year ended December 31, 2022.

There were no outstanding warrants as of December 31, 2022 or December 31, 2023.

EARNOUT LIABILITY

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These Earnout Shares have been categorized into two components:

(i) the “Vested Shares” - those associated with stockholders with vested equity at the closing of the Business Combination that will be earned upon achievement of the Earnout Milestones and (ii) the “Unvested Shares” - those associated with employee stockholders with unvested equity at the closing of the Business Combination that will be earned over the remaining service period with the Company on their unvested equity shares and upon achievement of the Earnout Milestones.

The Vested Shares are classified as liabilities in the consolidated balance sheet and the Unvested Shares are equity-classified share-based compensation to be recognized over time (see Note 8 - Share-based Compensation).

(i) the “Vested Shares” - those associated with stockholders with vested equity at the closing of the Business Combination that will be earned upon achievement of the Earnout Milestones.

Any forfeited shares from unvested holders will be reallocated among the remaining earnout holders and (ii) the “Unvested Shares” - those associated with employee stockholders with unvested equity at the closing of the Business Combination which are subject to forfeiture if the employee left prior to the achievement of the Earnout Milestones.

As the implicit service period has passed, these shares now remain contingent solely on meeting the earnout performance condition.

The Vested Shares are classified as liabilities in the Consolidated Balance Sheets and the Unvested Shares are equity-classified stock-based compensation to be recognized over time (see Note 10 - “Stock-based Compensation”).

The earnout liability was initially measured at fair value at the closing of the Business Combination and subsequently remeasured at the end of each reporting period.

4 unchanged sentences

The estimated fair value of the earnout liability was determined using a Monte Carlo analysis of 20,000 simulations of the future path of the Company’s stock price over the earnout period.

The forecasted stock price is a significant input in this analysis.

The assumptions utilized in the calculation are based on the achievement of certain stock price milestones including projected stock price, volatility, and risk-free rate.

3 unchanged sentences

Equity volatility rate 90 % 70 %

As of December 31, 2023 and December 31, 2022, the earnout liability had a fair value of $ 46.9 million and $ 13.1 million, respectively which resulted in a loss in the fair value of the earnout liability of $ 33.8 million and a gain in the fair value of the earnout liability of $ 121.7 million for the year ended December 31, 2023 and 2022, respectively, due to the fluctuations in the fair value of the earnout liability.

GeneSiC Earnout Liability

In connection with the merger agreement of GeneSiC Semiconductor as discussed in Note 17, the Company will pay additional contingent consideration of up to $ 25.0 million, in the form of cash earnout payments to the Sellers and certain employees of GeneSiC, conditioned on the achievement of substantial revenue and gross profit margin targets for the GeneSiC business over the four fiscal quarters beginning on October 1, 2022 and ending on September 30, 2023.

The estimated fair value of the earnout liability was determined using a Monte Carlo analysis of 20,000 simulations assuming that GeneSiC’s revenue and gross profit margins follow a geometric Browian motion over the earnout period.

The valuation model utilized an assumption on the risk-free interest rate of 3.1 % and equity volatility rate of 99.9 %.

As of December 31, 2023, the GeneSiC Earnout was not achieved, and no liability was recorded in earnout liability on the Company’s Consolidated Balance Sheets.

As of December 31, 2022, a liability of $ 0.6 million was recorded in Earnout Liability on the Company’s Consolidated Balance Sheets related to the GeneSiC Earnout.

As of December 31, 2024 and 2023 , the earnout liability had a fair value of $ 10.2 million and $ 46.9 million, respectively which resulted in a gain in the fair value of the earnout liability of $ 36.7 million and a loss in the fair value of the earnout liability of $ 33.8 million for the year ended December 31, 2024 and 2023 , respectively, due to the fluctuations in the fair value of the earnout liability.

SIGNIFICANT CUSTOMERS AND CREDIT CONCENTRATIONS

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Distributor A 56 % 45 %

Distributor B * 21 %

Distributor C * 16 %

Distributor D * 14 %

Distributor E * 12 %

* Total customer net revenues was less than 10% of total net revenues.

At the end of 2024, the Company terminated its distribution agreement with Distributor A.

As a result of this termination, the Company incurred a bad debt expense of $ 7.5 million included in Selling, general and administrative expenses for the year ended December 31, 2024.

The Company had acquired inventory, which was intended to be primarily sold through this distributor.

Given the termination, the Company re-evaluated the recoverability of its inventory and recorded a write-down of $ 5.0 million to Cost of Revenues for the year ended December 31, 2024.

Additionally, the Company also had a research and development project related to creating future products for distribution to this customer, which was abandoned resulting in a $ 1.7 million charged to Research and development for the year ended December 31, 2024.

Revenues by Geographic Area

Revenues for the twelve months ended December 31, 2024 and 2023, were attributable to the following regions:

NAVITAS SEMICONDUCTOR CORPORATION

1 unchanged sentence

December 31, 2024 and 2023

Revenues by Geographic Area

The Company considers the domicile of its end customers, rather than the distributors it sells to directly, to be the basis for attributing revenues from external customers to individual countries.

Revenues for the twelve months ended December 31, 2023 and 2022, were attributable to end customers in the following countries:

Year Ended December 31,

Country 2023 2022

Region 2024 2023

Hong Kong 64 % 53 %

Rest of Asia 18 % 13 %

China 4 % 15 %

Europe 4 % 10 %

United States 13 % 24 %

Asia excluding China 8 % 5 %

All others — % 1 %

All Other 1 % — %

Total 100 % 100 %

*Impractical to disclose revenue percentages by individual countries within Europe and therefore is presented in total.

Concentration of Credit Risk

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Distributor A 44 % 77 %

Distributor B * 25 %

Distributor C * 19 %

*Total customer accounts receivable was less than 10% of total net accounts receivable.

Concentration of Supplier Risk

6 unchanged sentences

A significant amount of the Company’s assembly and test operations are conducted by third-party contractors in Taiwan and the Philippines.

The Company entered into an agreement to purchase raw materials from a supplier from September 29, 2022 through December 31, 2025, and accordingly made a $ 2.0 million deposit to be received as invoice credits toward future purchases.

The Company is not obligated to purchase from this supplier, however, if the Company does not meet the minimum purchase requirements during the term, the Company may forfeit all or a portion of its $ 2.0 million deposit.

As of December 31, 2024 , the Company has determined it will not meet the minimum purchase requirements, therefore, the Company wrote-off this $ 2.0 million deposit, and is included in the Company’s research and development expenses for the year ended December 31, 2024 .

NAVITAS SEMICONDUCTOR CORPORATION

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December 31, 2024 and 2023

NET INCOME (LOSS) PER SHARE:

Basic income (loss) per share is calculated by dividing net income (loss) by the weighted-average shares of common stock outstanding during the period.

NET LOSS PER SHARE

Basic income (loss) per share is calculated by dividing net income (loss) by the weighted-average shares of common stock outstanding during the period using the two-class method because the Company’s sponsor earnout shares are a participating security since these shares contain a non-forfeitable right to receive dividends.

Under the two-class method, earnings are allocated to each class of common stock and participating security as if all of the earnings for the period had been distributed.

As the Company incurred net losses during the years ended December 31, 2024 and 2023 and these securities are not contractually required to fund the Company’s losses, there is no allocation to the participating securities in the years presented.

Diluted earnings per share are calculated by dividing net income (loss) by the weighted-average shares of common stock and dilutive common equivalent shares outstanding during the period.

1 unchanged sentence

Performance-based restricted stock units and restricted stock awards are included in the number of shares used to calculate diluted earnings per share after evaluating the applicable performance criteria as of period end and under the assumption the end of the reporting period was the end of the contingency period, and the effect is dilutive.

Restricted stock awards are eligible to receive all dividends declared on the Company’s common shares during the vesting period;

however, such dividends are not paid until the restrictions lapse.

The Company has no plans to declare dividends.

A summary of the net income (loss) per share calculation is as follows (in thousands, except per share amounts):

A summary of the net loss per share calculation is as follows (in thousands, except per share amounts):

Year Ended December 31,

4 unchanged sentences

Dilutive shares excluded ¹ 3,174 9,809

Earnout shares (potentially issuable common shares) 10,000 10,000

Unvested restricted stock units and restricted stock awards 250 376

Stock options potentially exercisable for common shares 9,750 9,750

Shares excluded from diluted weighted average shares 3,174 9,809

¹ The Company’s potentially dilutive securities, which include unexercised stock options, unvested shares, and earnout shares have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share for the fiscal year ended December 31, 2023.

² We exclude the impact of restricted stock from the calculation of diluted net loss per common share in periods where we have a net loss or when their inclusion would be antidilutive.

PROVISION FOR INCOME TAXES

Deferred tax assets and liabilities are recognized based on the differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, utilizing the tax rates that are expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

¹ The Company’s potentially dilutive securities, which include unexercised stock options, unvested restricted stock units, ESPP shares have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share for the fiscal years ended December 31, 2024 and 2023.

As of December 31, 2024 and 2023 the Company excluded 0.0 million and 0.3 million restricted stock awards from the diluted weighted average share count as their performance conditions have not been achieved.

As of December 31, 2024 and 2023 the Company excluded 10.0 million Earnout shares from the diluted weighted average share count as their performance and/or market conditions have not been achieved.

As of December 31, 2024 and 2023, 6.5 million and 9.8 million LTIP options have been excluded from the diluted weighted average share count, respectively, as their performance and/or market conditions have not been achieved.

As of December 31, 2024, the Company excluded 1.3 million of outstanding Class A common stock from basic and diluted weighted average share count as shares are subject to forfeiture based on market conditions that have not been achieved.

These shares relate to certain shares of Class A common stock held by the Company’s SPAC sponsor that as part of the business combination were placed under market conditions requirements that if not met, would result in forfeiture.

These requirements are consistent with the Earnout Milestones noted in Note 11 - “Earnout Liability” with each milestone tied to 421,000 shares.

Each Earnout Milestone is considered met if at any time between March 18, 2022 (150 days following the Business Combination) and October 19, 2026, the volume-weighted average price of the Company’s Class A common stock is greater than or equal to $12.50, $17.00 or $20.00 for any twenty trading days within any thirty trading

NAVITAS SEMICONDUCTOR CORPORATION

1 unchanged sentence

December 31, 2024 and 2023

and foreign components of income (loss) before income taxes were (in thousands):

day period, respectively.

These shares are participating securities with the same voting and dividend rights as the Company’s other Class A common stock.

PROVISION FOR INCOME TAXES

and foreign components of loss before income taxes were (in thousands):

Year Ended December 31,

1 unchanged sentence

Foreign operations ( 120,648 ) ( 90,270 )

Total income (loss) before income taxes $ ( 146,468 ) $ 50,075

Total loss before income taxes $ ( 88,846 ) $ ( 146,468 )

The components of the provision (benefit) for income taxes are as follows (in thousands):

Year Ended December 31,

Current provision (benefit):

Federal $ — $ —

Current benefit:

Foreign 242 226

Deferred provision (benefit):

Total current benefit $ 253 $ 273

Deferred benefit:

Federal $ ( 114 ) $ ( 1,149 )

1 unchanged sentence

Foreign ( 166 ) 127

$ ( 790 ) $ ( 23,301 )

Total deferred benefit $ ( 595 ) $ ( 790 )

Total $ ( 342 ) $ ( 517 )

3 unchanged sentences

Change in valuation allowance ( 39.2 ) % ( 19.0 ) %

Return to provision adjustments — % ( 7.6 ) %

Foreign income tax rate and benefit 16.6 % 7.7 %

15 unchanged sentences

Start-up costs 1,132 1,262

Capitalized software 11,629 2,029

Capitalized research costs 17,473 11,629

Stock compensation 8,011 9,005

16 unchanged sentences

Resolution of these uncertainties in a manner inconsistent with the Company’s expectations could have a material impact on its results of operations and financial position.

The Company has approximately $ 165.0 million and $ 146.9 million of federal net operating loss (“NOL”) carryforwards and approximately $ 0.2 million an d $ 4.6 million of tax-effected state NOL carryforwards as of December 31, 2023 and 2022, respectively, expiring in varying amounts through 2038, with th e exception Federal NOLs arising from the years ended after December 31, 2017 that may be carried forward indefinitely.

Realization of the NOL carryforwards is dependent on the Company generating sufficient taxable income prior to expiration of the NOL carryforwards and these NOLs could also potentially be subject to usage limitations to the extent there are future changes in the Company’s ownership.

The Company has approximately $ 220.9 million and $ 165.0 million of federal net operating loss (“NOL”) carryforwards and approximately $ 0.3 million an d $ 0.2 million of tax-effected state NOL carryforwards as of December 31, 2024 and 2023 , respectively.

The federal NOLs expire in varying amounts through 2037, while the state NOLs expire in varying amounts through 2044.

Federal NOLs arising from the years ended after December 31, 2017, may be carried forward indefinitely.

Realiz ation of the NOL carryforwards is dependent on the Company generating sufficient taxable income prior to expiration of the NOL carryforwards and these NOLs could also potentially be subject to usage limitations to the extent there are future changes in the Company’s ownership.

As of December 31, 2024 , the Company had a full valuation allowance on its net deferred tax assets.

As a result of the 2022 acquisition of GeneSiC Semiconductor Inc.

(see Note 17, Business Combinations), during 2022, the Company released $ 20.5 million of its U.S.

federal valuation allowance.

The release was primarily attributable to the $ 23.1 million of net federal deferred tax liability recorded on GeneSiC’s opening balance sheets that is available to offset most of the U.S.

federal deferred tax assets of Navitas.

As of December 31, 2024 , the Company continues to maintain a valuation allowance on the remaining deferred tax assets as the Company believes that it is not more likely than not that the deferred tax assets will be fully realized.

The Company also has foreign net operating loss carry forwards of $ 199.7 million and $ 111.9 million

The Company also has foreign net operating loss carry forwards of $ 320.3 million and $ 199.7 million as of December 31, 2024 and 2023, respectively.

Of the foreign NOLs, $ 319.5 million are in Ireland and the deferred tax asset has a full valuation allowance as a result of the historical losses in the country.

NAVITAS SEMICONDUCTOR CORPORATION

1 unchanged sentence

December 31, 2024 and 2023

as of December 31, 2023 and 2022, respectively.

Of the foreign NOLs, $ 198.6 million are in Ireland and the deferred tax asset has a full valuation allowance as a result of the historical losses in the country.

The Company had no unrecognized tax benefits for the years ended December 31, 2024 or December 31, 2023.

5 unchanged sentences

Purchase Obligations

At December 31, 2023, the Company had no non-cancellable contractual agreements that were due beyond one year apart from lease obligations.

At December 31, 2024, the Company had non-cancellable contractual agreements that were due beyond one year related to our lease obligations, see Note 9 “Leases”.

In December 2024, the Company entered into an agreement with a vendor for the purchase of equipment wherein the Company will make quarterly installment payments of $ 0.8 million during 2026.

The $ 2.8 million present value of these payments is reflected within “Noncurrent liabilities ” at December 31, 2024 in the Consolidated Balance Sheets.

Indemnification

7 unchanged sentences

For several reasons, including the lack of prior indemnification claims and the lack of a monetary liability limit for certain infringement cases, the Company cannot determine the maximum amount of potential future payments, if any, related to such indemnifications.

Release and license agreement

In March 2023, the Company entered into a Release and License Agreement (the “Agreement”) with a university.

The Agreement stipulates the Company pay the university a total of $ 1.0 million over a period of three years , with the final payment by March 1, 2026.

The agreement licenses the Company to sell certain products covered by a patent owned by the university, subject to the Company paying a royalty fee on revenues for covered products sold during the term.

Based on an indemnity agreement entered into in connection with the Company’s acquisition of GeneSiC Semiconductor Inc.

in August 2022, the Company expects to be indemnified by the sellers in that transaction for the royalty amounts up to approximately $ 1.0 million.

The total amount of current and non-current accrued royalty was $ 1.8 million and $ 1.9 million as of December 31, 2024 and 2023, respectively.

NAVITAS SEMICONDUCTOR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024 and 2023

Legal proceedings and contingencies

5 unchanged sentences

Participants may contribute up to the amount allowable as a deduction for federal income tax purposes.

The Company contributes a certain percentage of employee annual salaries on a discretionary basis, not to exceed

NAVITAS SEMICONDUCTOR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2023 and 2022

an established threshold.

The Company contributes a certain percentage of employee annual salaries on a discretionary basis, not to exceed an established threshold.

For the fiscal years ended December 31, 2024 and 2023, the Company made $ 0.7 million an d $ 0.6 million, resp ectively, in matching contributions to the 401(k) plan.

RELATED PARTY TRANSACTIONS

Notes Receivable

The Company had outstanding interest-bearing notes receivable from an employee.

The notes had various maturity dates through May 1, 2023 and bore interest at rates ranging from 1 % to 2.76 %.

As of December 31, 2022, Note 1 has been forgiven for a loss of $ 0.1 million and Note 2 has been paid off in the amount of $ 0.1 million.

The Company did not recognize significant interest income from the notes for the fiscal years ended December 31, 2023 or 2022.

Joint Venture

4 unchanged sentences

affiliate for a total purchase price of $ 22.4 million in Navitas stock.

Total related party revenues recognized by the Company as a result of arrangements with its joint venture were $ 0.0 million f or year ended December 31, 2023 , and $ 0.7 million and for the year ended December 31, 2022, respectively, and are included in Net Revenues in the Condensed Consolidated Statements of Operations.

Total related party revenues recognized by the Company as a result of arrangements with its joint venture were $ 0.0 million f or both years ended December 31, 2024 and 2023, and are included in net revenues in the Condensed Consolidated Statements of Operations.

See Note 18 - “Noncontrolling Interest”, for more information.

Related Party License Revenue

During the second quarter of 2022, Navitas entered into a Patent License Agreement with an entity under common control with the Company’s partner in the joint venture described above.

In consideration of the license rights granted, the Company recorded license fee revenue of $ 0.9 million during the fiscal year ended December 31, 2022.

Such amounts are included in Net Revenues in the Consolidated Statement of Operations.

There was no license fee revenue during the fiscal year ended December 31, 2023.

Related Party Investment

1 unchanged sentence

During the first quarter of 2023 the Company made an additional investment of $ 1.0 million in the entity.

The Related Party Investment was $ 2.5 million and $ 1.5 million as of December 31, 2023 and December 31, 2022, respectively, and is included in Other Assets in the Condensed Consolidated Balance Sheets.

The Related Party Investment is accounted fo r as an equity investment under ASC 321 Investments - Equity Securities .

The Related Party Investment was accounted fo r as an equity investment under ASC 321 Investments - Equity Securities .

In accordance with ASC 321, the Company elected to use the measurement alternative to measure such investments at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investments of the same issuer, if any.

Related Party Advance

During the third quarter of 2022, Navitas made a $ 1.0 million advance to its partner in the joint venture described above in order to facilitate orders of raw materials.

There was no outstanding amount as of December 31, 2023.

In October 2024, the Company began accounting for this investment under the equity method in accordance with ASC 323.

The Company revalued its investment to its fair value of $ 5.55 per share and recorded its share of losses for the period of November through December 2024, resulting in a net gain of $ 3.9 million for the year ended December 31, 2024, which is recorded in “Equity method investment gain” on the Statements of Operations.

The Related Party Investment was $ 8.9 million and $ 2.5 million as of December 31, 2024 and December 31, 2023, respectively, and is included in Other Assets in the Condensed Consolidated Balance Sheets.

Related Party Lease

NAVITAS SEMICONDUCTOR CORPORATION

1 unchanged sentence

December 31, 2024 and 2023

Related Party Lease

The Company leases certain property from an entity that it is owned by an executive of the Company, which expired in September 2023 and is now a month to month lease.

Rental payments in relation to this lease was $ 0.1 million and $ 36 thousand for the years ended December 31, 2023 and December 31, 2022, respectively.

The Company leases certain property from the family member of a senior executive of the Company, which expired in March 2024, and was a month-to-month lease through December 2024, and then was terminated.

During the year ended December 31, 2024, the Co mpany paid an immaterial amount in rental payments.

These payments were made at standard market rates in the ordinary course of business.

The Company leases certain property from the family member of a senior executive of the Company, which expires in March 2024.

During the year 2023, the Co mpany paid an immaterial amount in rental payments in relation to this lease.

There was no rent obligation as of December 31, 2024.

The Company leases certain property from an entity that it is owned by an executive of the Company, which expired in September 2023, and was on a month-to-month lease through May 2024, and then was terminated.

Rental payments in relation to this lease were $ 0.1 million for the year ended December 31, 2023.

These payments were made at standard market rates in the ordinary course of business.

The total rent obligation as of December 31, 2023 was $ 11 thousand through M arch 31, 2024.

BUSINESS COMBINATIONS

Acquisition of VDDTech srl

On June 10, 2022, the Company’s wholly owned subsidiary, Navitas Semiconductor Limited, acquired all of the stock of VDDTECH srl, a private Belgian company (“VDDTech”) for approximately $ 1.9 million in cash and stock.

Based in Mont-saint-Guibert, Belgium, VDDTech creates advanced digital-isolators for next-generation power conversion.

VDDTech’s net assets and operating results since the acquisition date are inc luded in the Company’s Consolidated Statement of Operations for the fiscal year ended December 31, 2022, and were not material.

Among shares issued in the transaction, the Company issued approximately 113,000 restricted shares that are subject to time based vesting and issued approximately 151,000 restricted shares that are subject to time and performance based vesting over the next four and three years , respectively.

These restricted shares are subject to certain individuals maintaining employment with the Company and, therefore, are accounted for under ASC 718.

The Company recorded an allocation of the purchase price to tangible assets acquired and liabilities assumed based on their fair values as of the acquisition date.

The excess of the purchase price over the fair value of tangible assets and liabilities of $ 1.2 million was recorded as goodwill as of June 30, 2022.

Subsequent to June 30, 2022, a preliminary valuation of the intangible assets acquired was calculated at $ 1.2 million .

During the third quarter of fiscal year 2022 the Company reclassed t he goodwill to an intangible asset.

The fair value of the in-process R&D was estimated using the multi-period excess earnings method, an income approach (Level 3), which converts projected revenues and costs into cash flows.

To reflect the fact that certain other assets contribute to the cash flows generated, the returns for these contributory assets were removed to arrive at estimated cash flows solely attributable to the acquired technology, which were discounted at a rate of 18 % to determine the fair value.

Acquisition of GeneSiC Semiconductor Inc.

On August 15, 2022, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) to acquire 100 % of the outstanding shares of GeneSiC Semiconductor Inc., a silicon carbide (“SiC”) pioneer with deep expertise in SiC power device design and process, based in Dulles, Virginia.

Total merger consideration was $ 244.0 million and consisted of approximately $ 146.3 million of common stock, $ 97.1 million of cash consideration, and potential future cash earn-out payments of up to an aggregate of $ 25.0 million which were fair valued at $ 0.6 million.

The acquisition was accounted for as a business combination in accordance with ASC 805, “Business Combinations” .

The Company has determined fair values of the assets acquired and liabilities assumed.

NAVITAS SEMICONDUCTOR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2023 and 2022

The following tables summarize the purchase consideration and the purchase price allocation to estimated fair values of the identifiable assets acquired and liabilities assumed (in thousands) at acquisition date:

Merger Consideration Fair Value ( in thousands)

Cash consideration at closing $ 97,116

Equity consideration at closing 146,314

Contingent earn-out 600

Total $ 244,030

Purchase price allocation

Cash and cash equivalents $ 951

Accounts receivable 823

Inventory 1,539

Fixed assets 226

Other assets 5

Intangible assets 110,100

Goodwill 157,699

Total assets acquired $ 271,343

Liabilities assumed:

Interest bearing debt 16

Other current liabilities 2,749

Deferred tax liabilities 24,548

Total liabilities acquired 27,313

Estimated fair value of net assets acquired $ 244,030

During the Company’s second quarter of 2023, the Company received information regarding products shipped by GeneSiC to a distributor prior to the Company’s acquisition of GeneSiC.

GeneSiC had the option, but not the obligation, to accept returns sold to the distributor.

The Company determined that a $ 1.7 million return liability should have been recorded as of the close of the acquisition on August 15, 2022.

The Company recorded the return liability as a purchase price adjustment as of June 30, 2023, resulting in an increase to goodwill and accounts payable and other accrued expenses of $ 1.7 million.

Goodwill represents the excess of the merger price over the amounts assigned to the fair value of the assets acquired and the liabilities assumed, the final amount of the goodwill recorded could differ materially from the amount presented.

Goodwill is primarily attributable to assembled workforce, market and expansion capabilities, expected synergies from integration and streamlining operational activities and other factors.

Goodwill is not expected to be deductible for income tax purposes.

The Company’s cumulative purchase price allocation adjustment through December 31, 2023 was $ 1.6 million, primarily due to sales returns discussed above, inventory reserve, working capital adjustment and employee bonuses.

NAVITAS SEMICONDUCTOR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2023 and 2022

The fair values of the identifiable intangible assets acquired at the date of Acquisition are as follows (in thousands):

Intangible Asset Fair Value Amortization Method Useful Life

Trade Names $ 900 Straight line 2 years

Developed Technology 49,100 Straight line 4 years

Patents 33,900 Straight line 15 years

Customer Relationships 24,300 Straight line 10 years

Non-Competition Agreements 1,900 Straight line 5 years

The valuations of intangible assets incorporate significant unobservable inputs and require significant judgment and estimates, including the amount and timing of future cash flows.

The Company recognized approximately $ 5.9 million of transaction costs in the fiscal year ended December 31, 2022.

These costs are recorded in “Selling, general and administrative expense” in the consolidated statements of operations.

The financial results of GeneSiC have been included in the Company’s consolidated financial statements since the date of the acquisition.

The fair value of developed technology was estimated using the multi-period excess earnings method, an income approach (Level 3), which converts projected revenues and costs into cash flows.

The fair value of customer relationships was estimated using the distributor method, an income level approach (Level 3), which estimates the value of an asset based upon costs avoided through ownership of the asset.

Estimated costs on projected revenues were made using historical data pertaining to sales to new and existing customers.

The cash flow impact of projected cost savings, primarily avoidance of legal costs pertaining to new customers and lower commission rates applicable to existing customers than new customers, were discounted at a rate of 16 % to determine the fair value.

The fair value of the trade name and trademarks was estimated using the relief from royalty method, an income approach (Level 3), because of the licensing appeal of these assets, the Company estimated the benefit of the ownership as the relief from the royalty expense that would be incurred in the absence of ownership A royalty rate was applied to the projected revenues associated with the intangible asset to determine the amount of savings, which was at a rate of 1 % to determine the fair value.

The fair value of the patents was estimated using the relief from royalty method, an income approach (Level 3), because of the licensing appeal of these assets, the Company estimated the benefit of the ownership as the relief from the royalty expense that would be incurred in the absence of ownership.

A royalty rate was applied to the projected revenues associated with the intangible asset to determine the amount of savings, which was at a rate of 5 % to determine the fair value.

The value of the non-competition agreement was estimated using the lost income method (Level 3).

Because the non-competition agreement prohibits the covenantor from competing with the Company, the fair value of the non-competition agreement can be determined by estimating cash flows that would be lost if the covenantors were to compete.

Based on this method we estimated a discount rate of 16 % to determine the fair value.

Discount rates for each respective intangible asset were determined by accounting for the risk associated with each asset, including required technology development and customer acquisition required to support respective projections, the uncertainty of market success and the risk inherent with projected financial results.

The estimated useful lives were determined by evaluating the expected economic and useful lives of the assets and of similar intangible assets from

NAVITAS SEMICONDUCTOR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2023 and 2022

comparable business combinations and adjusting accordingly after taking into account circumstances that may be unique to GeneSiC.

Net tangible assets and intangibles assets assumed as well as goodwill recognized are presented as continuing operations in the consolidated balance sheets.

The following unaudited pro forma financial information presented in the table below is provided for illustrative purposes only and is based on the historical financial statements of the Company and presents the Company’s results as if the business combination had occurred as of January 1, 2022 (in thousands):

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

Year Ended December 31,

Revenue $ 48,615

Net income (loss) $ 72,279

Basic net income (loss) per share $ 0.54

Diluted net income (loss) per share $ 0.50

The unaudited pro forma financial information may not be indicative of the results of operations that the Company would have attained had the business combination occurred as of January 1, 2022, nor is the pro forma financial information indicative of the results of operations that may occur in the fut ure.

NONCONTROLLING INTEREST

3 unchanged sentences

The fair value of the noncontrolling interest and net assets is based on estimates.

The Company’s net income (loss) excludes income (loss) attributable to the noncontrolling interests.

The Company’s net loss excludes loss attributable to the noncontrolling interests.

The fair value of the joint venture was determined based on a multiple of future annual revenues with a discount rate of 30 %.

5 unchanged sentences

As a result of this transaction, the Company recorded a net increase to additional paid in capital of $ 7.5 million representing the difference between the fair value of share consideration related to the acquisition of the remaining noncontrolling interest and the carrying value of the noncontrolling interest at the date of the transaction.

The fair value of the developed technology was estimated using the relief from royalty method, an income approach (Level 3), because of the licensing appeal of these assets The Company estimated the benefit of the ownership as the relief form the royalty expense that would be incurred in the absence of ownership.

A royalty rate was applied to the projected revenues associated with the intangible asset to determine the amount of savings, which was at a rate of 10 % to determine the fair value.

NAVITAS SEMICONDUCTOR CORPORATION

1 unchanged sentence

December 31, 2024 and 2023

A royalty rate was applied to the projected revenues associated with the intangible asset to determine the amount of savings, which was at a rate of 10 % to determine the fair value.

The carrying value of the non-controlling interest as of December 31 , 2022 (in thousands):

Entity Carrying Value of Non-Controlling Interest as of August 19, 2022 Net loss Attributable to the Non-Controlling Interest Carrying Value of Non-Controlling Interest as of December 31, 2022

Former Joint Venture $ 4,654 $ ( 1,026 ) $ 3,628

RESTRUCTURING

On October 15, 2024, the Company announced a cost-reduction plan (“2024 Restructuring Plan”) to streamline the organization with increased focus on artificial intelligence data center, EV and mobile applications, accelerating the Company’s path to profitability.

The 2024 Restructuring Plan includes a reduction in headcount with the majority of the costs consisting of employee severance and benefits.

The Company incurred $ 1.2 million in the fourth quarter of 2024 related to this plan.

The Company does not anticipate further costs associated with the 2024 Restructuring Plan.

Restructuring-related liabilities are reported under "Accounts payable and other accrued expenses" on the Company’s Consolidated Balance Sheets.

A summary of the balance sheet activity related to the 2024 Restructuring Plan is as follows:

Amounts accrued as of December 31, 2023 Costs Incurred Cash Payments Amounts accrued as of December 31, 2024

Employee Severance and Benefits $ — $ 1,217 $ 706 $ 511

Other — 6 — 6

$ — $ 1,223 $ 706 $ 517

NAVITAS SEMICONDUCTOR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024 and 2023

SUBSEQUENT EVENTS

On January 3, 2024, the Company made an additional investment of $ 2.5 million in preferred interests of an entity under common control with the Company’s partner in the joint venture as discussed in Note 16, Related Party Transactions.

The Company’s new ownership percentage increased to 15.48 %.

There were no other material subsequent events as of March 6, 2024.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosures.

The Company evaluated material subsequent events from the Consolidated Balance Sheet date of December 31, 2024, through March 19, 2025 the date the condensed consolidated financial statements were issued.

There were no material subsequent events as of March 19, 2025, except as discussed below.

On January 20, 2025, the Company announced another cost-reduction plan aimed at streamlining operations and enhancing its focus on artificial intelligence data centers, EV, and mobile applications—accelerating its path to profitability.

The plan includes an approximate 19 % reduction in workforce, with most associated costs related to severance and stock-based compensation.

The majority of these costs are anticipated to be incurred in the first quarter of 2025 and is not expected to be material.

The majority of these costs are anticipated to be incurred in the first quarter of 2025.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data