MicroVision, Inc. (MVIS) Earnings Call Transcript & Summary

Good day, and welcome to the MicroVision Acquisition Conference Call. [Operator Instructions] Please note this event is being recorded. I would now like to turn the conference over to Drew Markham. Please go ahead.

Thank you, Matt. I'm pleased to be joined this morning by our CEO, Sumit Sharma; and our CFO, Anubhav Verma. Following their prepared remarks, we will open the call for a brief Q&A. Please note that some of the information you'll hear in today's discussion will include forward-looking statements, including, but not limited to, statements regarding anticipated benefits of the Company's asset acquisition announced this morning, such as accelerated strategy, forecast revenue, expanded customer base, larger product offering and access to increased manufacturing capacity and availability of funds, as well as statements containing words like potential, believes, expects, plans and similar expressions. These statements are not guarantees of future performance. Actual results could differ materially from the future results implied or expressed in the forward-looking statements. We encourage you to review our SEC filings, including our most recently filed annual report on Form 10-K and quarterly report on Form 10-Q. These filings describe risk factors that could cause our actual results to differ materially from those implied or expressed in our forward-looking statements. All forward-looking statements are made as of the date of this call, and except as required by law, we undertake no obligation to update this information. This conference call will be available for audio replay on the Investor Relations section of our website at www.microvision.com. Now, I would like to turn the call over to our CEO, Sumit Sharma. Sumit?

Thank you, Drew, and good morning, everyone. Thank you for joining us so early today. Earlier today we announced an agreement to acquire assets of Ibeo Automotive Systems, a very important software and hardware company based in Hamburg, Germany in the lidar space. The team at Ibeo has built incredible products over their history, ranging from the highest volume lidar product shipped to-date in the automotive industry with their SCALA sensor to innovative software products in perception, auto-annotation, validation and autonomous driving demo platforms. They are highly regarded by global OEMs and have been focused on solving key problems in lidar and ADAS space. [ Before we ] offer you some additional insight into the tremendous potential to help drive long-term growth for our combined company, I'd like to take a few moments to highlight just a few of the many benefits and opportunities we believe this acquisition will generate for us. As you know, our strategic goal has been to create exceptional lidar hardware and embedded software products that will solve mobility problems ranging from high-speed highway pilot for automotive OEMs to multi-market strategic customers for industrial, robotics, commercial vehicles and smart infrastructure. This deal certainly serves this goal. This deal will help accelerate the development of a high-speed highway pilot capable solution desired by automotive OEMs. With the combination of MicroVision's best-in-class MAVIN lidar and Ibeo's perception software ported into the MicroVision digital ASIC under development, the combined company would be able to deliver the lowest cost, smallest profile, higher specification, embedded perception capable sensor. With automotive OEM, target future landscape changing to require low-profile sensors that will be integrated into roofline products. The combined expertise of the 2 companies would be ready just in time for RFQs targeted for 2023 and beyond. We would be the only company positioned with a product that meets all OEM aesthetics and performance requirements. What's important to recognize is that Ibeo has a mature perception, auto-annotation and validation software solution available today. Ibeo Software has successfully passed through qualification processes and is in use today by numerous OEMs. We expect to demonstrate the combined capabilities of the MicroVision hardware and Ibeo's perception software by early Q2, 2023. This acquisition also allows the combined company to add a very important dimension that would generate revenues faster. With the capability to offer a low-cost flash lidar, developed by Ibeo combined with perception software suitable for commercial applications, we would be able to accelerate revenues from our multi-market strategy and expect to offer a range of lidar sensors and perception software solutions. As I stated before, multi-market sales are what we refer to as direct sales in previous calls and include segments like robotics, industrial, commercial vehicles and smart infrastructure. Another important opportunity for innovation and revenue generation within Ibeo's standalone software business in auto-annotation. This is an important product line that we expect to invest in. The software takes driving validation data that is collected by OEM, Tier 1 and other lidar companies and auto-annotates it for machine learning algorithm development. This is an accurate and cost-effective way to perform this [ test in compares ] to manually [indiscernible] commonly used. We are excited about this product line and expect it to grow it. This product line will generate revenues in 2023 with expected growth for years to come. It is currently utilized by teams at top tier OEMs in Germany and U.S. MicroVision's team in Redmond will remain in the crucial role of executing the automotive OEM part of our combined strategy. The best-in-class sensor requires low-cost, low profile, highest lidar specifications to-date with the perception features running on our custom ASIC. This is the killer product that OEM are looking for roofline integration. Sophisticated hardware developed with custom ASIC and MEMS are core expertise in our Redmond team. They will collaborate closely with the new Hamburg team in developing a product ready for OEM qualifications. I believe the combined company will support tremendous potential to help drive long-term growth with an expansive product lines that are in sync with the customer landscape. From a research and development standpoint, the combined engineering teams in Hamburg, Nuremberg and Redmond will continue to focus on developing lidar hardware, perception software, custom ASIC, reference software and other innovative ADAS and autonomous driving products. To execute on the product lines I mentioned, we expect to leverage the existing manufacturing partnership between Ibeo and ZF. Ibeo has existing relationship with ZF and established Tier 1 partner to OEMs that is manufacturing Ibeo's current lidar sensor. ZF has been producing lidar systems on behalf of Ibeo since 2020, providing deliveries to Great Wall Motors, China's largest SUV and pickup manufacturer. This highly automated production line has the capability to supply sensors to automotive OEMs and non-automotive customers. As a result of this acquisition, MicroVision expects to expand the existing manufacturing partnership with ZF to include the manufacturing of MicroVision's MAVIN lidar product at the ZF production facility. Anubhav to will elaborate a bit more about this later in the call, but I would like to add that with the highly automated existing footprint for the Ibeo flash sensor and the expected addition of the production line for MAVIN sensor, we would be able to support our automotive and multi-market direct customers with high-quality hardware. This transaction yields several important benefits, as it relates to revenue. Anubhav will share details on revenue profile. I would like to make 2 points. First, automotive OEMs expectations are changing. Low-profile sensors capable of roofline integration continues to be the most interest. With our MAVIN sensor and perception features embedded in custom digital ASIC, we expect to be the only solution provider with a one box solution desired by OEM. We have work to do to win projects, but we expect to have the right product. Statement by other lidar companies about their order books are inaccurate and misleading. OEM award design wins for specific models that have volumes in the tens of thousands annually over 4 year to 5 year horizon to start with. Lidar companies projecting winning entire fleet volumes and getting baked into analyst models are not accurate. Ibeo's history with the SCALA sensor gives us confidence in this statement. They earn royalty from SCALA sensor [ even to this day ], but design wins were not fleet wide. Opportunities for a low profile, low-cost, high specification perception sensor are expected to become available in RFQ in 2023. Secondly, with the Ibeo flash lidar addressing market segments in industrial, robotics, smart infrastructure and commercial vehicles and the competitive price becomes an option. Additionally, revenues from software products required for ADAS development will also allow us to address a diverse multi-market strategy. The combined company will be home to formidable group of engineers in lidar and software space. With more than 700 patents awarded globally and additional intellectual property, the team has a strong innovative foundation to continue building amazing revenue-generating products for years to come. I am proud to say that the DNA of the 2 companies is very similar with amazing engineering that are on mission to be the best and hungry to win. Following the close of the acquisition, we expect to work as a combined company headquartered in Redmond, Washington with offices in Hamburg, Nuremberg and Detroit. We are incredibly excited about this acquisition and what it means for the combined company. It represents a very important move towards the strategic vision we see for the future. I'm going to turn the call over to Anubhav to discuss more of the details and the mechanics of the transaction, as well as the financial implications of the acquisition. Anubhav?

Thanks, Sumit, and hello, everyone. We are very excited for this transformational [ deal ] for MicroVision. This acquisition is indeed very compelling and accelerate a lot of strategic objectives we had laid out for MicroVision this year. While Sumit discussed in a lot of detail why this acquisition creates shareholder value and positions us for industry leadership, I would like to cover 3 very important aspects of this acquisition for MicroVision in detail. Number one, acceleration of the objectives laid out earlier this year; number 2, transaction structure, mechanics and funding of the deal; and number 3, improved financial performance in the near term and combined business model. Let's start with topic number one. As Sumit discussed, this acquisition reinforces the Company's combined position in the market as a provider of best-in-class hardware with best-in-class perception software. The Company is now positioned to deliver the lowest cost, [ smallest ] profile, highest embedded perception capable sensor to meet and exceed the OEM requirements. This acquisition further expands the breadth of offering for MicroVision that now includes software that has already passed qualification through OEMs and is generating revenue. This combination adds Ibeo's legacy sensors and flash-based sensors that are currently sold to non-automotive customers as well. This enables acceleration of revenue through our multi-market strategy, as this provides revenue diversification and growth areas in industrial, smart infrastructure, robotics and commercial vehicle segments. One of the very important aspect of this acquisition is the long time relationships with top-tier German and U.S. OEMs, which have done business with Ibeo. We plan to expand these relationships with our industry-leading hardware with highway pilot specs along with the perception software. Lastly, we had highlighted the value of manufacturing partnerships with existing Tier 1s. This acquisition gives my provision the opportunity to expand on Ibeo's relationship with ZF to manufacture MAVIN. ZF's production facilities are equipped with state-of-the-art lidar manufacturing operations in France. We have previously talked about how every successful lidar company will have to demonstrate to OEMs the ability to manufacture automotive-grade hardware and perception software. This acquisition allows MicroVision to complete that element of its go-to-market strategy. As we have stated earlier, we want to differentiate ourselves from some of our peers, who call themselves Tier 1. Unlike our peers, this transaction provides MicroVision the ability to leverage ZF's established Tier 1 supplier relationship with [ OEMs ], as well as the serial production capabilities. Let's turn to topic number 2, the transaction structure. This is a very attractive deal for MicroVision from both value and structure perspective. The transaction is structured as an asset purchase only, where MicroVision acquires Ibeo's key assets, key customer contracts and partnerships, key patents, approximately over 300 and intellectual property related to the hardware and software with limited liabilities coming on board, as part of the deal. The purchase price for these assets is up to EUR 15 million. In other words, my provision gets the full economic benefit of all go-forward revenue with limited liabilities. The transaction is being financed exclusively with cash on hand, and no stock is being issued to the sellers to retain the upside for MicroVision shareholders. If you recall, we had shared that the Company would strategically utilize the ATM program to create shareholder value. In November this year, we raised some capital, as part of the existing ATM program. Although, the cash purchase price is not payable until the closing of this asset acquisition, tapping into the ATM has allowed us to sufficiently raise cash to cover the purchase price [ we do ]. This ensures that the combined company has financial run rate potentially through 2024. MicroVision's financial discipline and market leadership position enabled us to act as an industry consolidator. Ibeo represents the most compelling transaction to help us achieve our objectives at a very attractive price. This transaction demonstrates our financial discipline that differentiates us from our peers in being very strategic with our investment philosophy in line with that of a traditional public company. The closing of the acquisition is expected to occur in the first half of 2023 and subject to regulatory clearance from the German Ministry of Economics and Climate Protection. Topic number 3, let's discuss the combined company business model and financial performance. For the combined company, we're forecasting a revenue range of $8 million to $15 million for 2023. The range is dependent upon timing and completion of the transaction. This revenue is projected from an expanded and synergized product portfolio. This portfolio will now include Ibeo's perception software, standalone auto-annotation software, Ibeo's legacy sensors and next-generation flash-based hardware along with our existing MAVIN product line and MicroVision's AR-related products technology. The combined customer base includes key automotive OEMs in Germany and the U.S. as well as direct sales to non-automotive customers. In previous calls, we outlined a projection of $2 billion to $4 billion in cumulative revenue through 2030, which was primarily based on our estimates only for serial production wins with the automotive customers. With this acquisition, we have expanded the focus to cover multi-segment markets like industrial, smart infrastructure, robotics and commercial vehicle sector that represents approximately $10 billion of incremental total addressable market, or TAM. This acquisition not only adds further upside to these projections, but also helps us derisk our business model through the ability to expand the partnership with ZF. We believe that there will be significant upside to the $2 billion to $4 billion revenue estimate through 2030. We hope to provide additional color and updated financial projections based on the revised business model once the transaction is closed. In line with our disciplined financial approach, we strategically used the ATM program to raise cash in November to strengthen our balance sheet. The attractive price of EUR 15 million in cash not only represents compelling value, but the settlement of the purchase price solely in cash allows for the equity upside to remain with MicroVision shareholders. My provision has always taken pride in having one of the strongest balance sheets, coupled with a disciplined and prudent approach to making investments. Based on the strong balance sheet, plus the capital we raised recently under the ATM program, we expect the combined company to have financial runway potentially through 2024. To summarize, we are very excited about this transformational acquisition for MicroVision, as we have been able to leverage a strong balance sheet and financial discipline to accelerate our go-to-market strategy and create a revenue-generating software and hardware business. We look forward to providing more update once the transaction closes next year. We would now be happy to take your questions. Operator?

[Operator Instructions] As there are no questions on the phone line, I will now turn this call back over to Anubhav Verma.

So let's take a few questions that have been -- that we have been receiving through the message portal. Give me one second. Yes. So the first question is, can you provide more color on the steps in your journey regarding the growth opportunities of the combined company in automotive lidar and some other markets.

That's a good question. I'll take that. I think as we mentioned, there is a -- like a 2-pronged approach of how we think about what the real company is. Of course, our team has created a pretty incredible piece of hardware that allows us to be focused and something, I think, in the future, we expect to be something of a dominant force with a low profile, something that can integrate into roofline and at a high -- high specification, low cost. But OEM programs, like I said in my prepared remarks, our design wins and acceleration of those design wins, right, it's [ not only ] up to MicroVision. So from our standpoint, we have something from a piece of hardware that the OEMs seriously will desire, but to really produce a one box solution, which is what they're looking for with perception software embedded inside our ASIC, we were already on the journey. We were building our team and we were going to build the products. As we had an opportunity to meet the Ibeo team, we saw that the features that we were working on that our team has visualized, they have realized already. So this allowed us to derisk the path for investors and for the OEM. So that part is, of course, very, very important. And of course, as we've been talking about for a while now, and Anubhav has prepared a model for this, as you know, that this is a pretty significant opportunity, and we have given a conservative look on it from here to 2030. And so that remains on track. And if anything else, this acquisition allows to get that a little bit more derisked. The another area that we've been focused on is, of course, what we call the multi-market strategy, where the non-automotive customer base that can be addressed in the market right now, and that has a pretty significant TAM as well. But that requires a more cost competitive sensor, something that's not so highly optimized for an automotive application, something broad and other variants of software that will be available. With this acquisition, of course, we get that. Microvision is not just our standing lidar company focused on high-speed highway pilot. It is certainly that, but also now as a spectrum of company that can provide a flash-based sensor for different applications at different price points with software all along the ecosystem. So from a strategy standpoint, if you think about these 2, this acquisition helps us accelerate derisk and realize that. And of course, we continue building the hardware that we believe is going to be a big winner from years to come.

Thanks, Sumit. So the next question is, how is the combined company revenue model by quarter in 2023? And what will be the geographic distribution of the combined company revenue? Let me take that one. So we will be providing more updates once the transaction closes, which would have the combined company revenue broken down by quarter and how we expect this revenue in 2023 to ramp up. And like Sumit said, this revenue is attributable to software sales, hardware sales to the OEMs and again, automotive OEMs, as well as non-automotive customers. So we would have more details once the transaction closes, and we would be able to provide the trajectory of the revenue ramp in 2023. Now regarding the geographic distribution of revenue, at this point in time, we expect a majority of the revenue to come from the European customers, given the fact that Ibeo's customers are mostly based in Europe. Obviously, as we expand our MAVIN sales as well this year in 2023, we expect some revenue from this side of the Atlantic as well. So in all, we expect the revenue to be heavily weighted towards the European customers. But over the course of time, we expect the American revenue to pick up as well. At this time, we would like to end the call. Thank you, operator for -- thank you for this call. We are very excited about this acquisition and our combined company strategy. We look forward to talking in more depth with you and addressing your questions next week in the broader investor call. We appreciate your participation in this morning's call, and your continued support of MicroVision. Thank you.

Thank you.

Thank you. This concludes today's conference. All parties may disconnect and have a great day.