- Q2 2024 Revenue of $52.4 million within Outlook range with
Non-GAAP Gross Margin of 50.3%
- Guides Q3 2024 Revenue up 2.5% sequentially at the
midpoint
- Radar and Vision programs at Key Customers remain firmly on
track for 2025 Revenue ramp
- Continued design win success across the portfolio at Global
Automotive OEM’s
indie Semiconductor, Inc. (Nasdaq: INDI), an Automotive
solutions provider, today announced second quarter results for the
period ended June 30, 2024. Second quarter 2024 revenue was flat to
the prior year period at $52.4 million with Non-GAAP gross margin
of 50.3 percent. On a GAAP basis, second quarter 2024 operating
loss was $36.6 million compared to $40.7 million a year ago.
Non-GAAP operating loss for the second quarter of 2024 was $17.2
million, versus $16.3 million during the same period last year.
Second quarter 2024 GAAP loss per share was $0.11, while Non-GAAP
loss per share was $0.09.
“indie continues to demonstrate resilience in the face of
challenging automotive market conditions," said Donald McClymont,
indie's co-founder and chief executive officer. “We believe we’ve
successfully navigated the cyclical trough that has persisted
through 2024 for the automotive market and anticipate a return to
revenue growth in the second half of 2024, driven by new product
ramps in vehicle camera systems, power delivery, and advanced
lighting solutions as well as key global flagship car launches,
featuring increased indie content. Looking further ahead, we remain
committed to resuming our trajectory of outsized growth in 2025 and
beyond, propelled by the start of production ramps of our
large-scale radar and computer vision programs. Longer term, we
look forward to introducing new generations of sensor fusion SoC’s
leveraging our capabilities in radar and computer vision which will
position us uniquely in the industry,” added McClymont.
Business Highlights
- Secured Automatic-Emergency-Breaking (AEB) program wins across
three global OEMs
- Captured lighting design wins at two of North America’s largest
OEMs as well as a key South Korean OEM
- Achieved functional verification of the radar SoC with our lead
radar customer for 2025 ramp
- Validated next generation radar solution for high resolution
in-cabin vital signs monitoring and vehicle dynamics sensing
- Ramped production of Occupant-Monitoring-System solutions (OMS)
for Hyundai-Kia and multiple Chinese OEMs
- Early validation from OEMs of indie’s next generation sensor
fusion SoC architecture and specifications
- Reached milestone of 400 million device shipments across our
global customer base
Q3 2024 Outlook
We provide guidance on a non-GAAP basis only because certain
information necessary to reconcile such results and guidance to
GAAP is difficult to estimate and dependent on future events
outside of our control and, therefore, is not available without
unreasonable efforts. Please refer to the header captioned
“Discussion Regarding the Use of Non-GAAP Financial Measures” in
this release for a further discussion of our use of non-GAAP
measures.
“For the third quarter of 2024, we expect indie’s revenue to
increase within the range of zero to 5 percent, or 2.5 percent at
the midpoint, outpacing the projected Automotive industry
performance,” said Raja Bal, indie’s acting chief financial officer
and chief accounting officer. “At the same time, we expect to
achieve gross margins of approximately 50 percent. Based on the
production ramp plans for our Radar and Vision programs, we
anticipate a return to our industry-leading growth trajectory in
2025 and beyond.”
indie’s Q2 2024 Conference Call
indie Semiconductor will host a conference call with analysts to
discuss its second quarter 2024 results and business outlook today
at 5:00 p.m. Eastern time. To listen to the conference call via the
Internet, please go to the Financials tab on the Investors page of
indie’s website. To listen to the conference call via telephone,
please call 1-(800) 717-1738 (domestic) or (646) 307-1865
(international), Conference ID: 00518.
A replay of the conference call will be available beginning at
9:00 p.m. Eastern time on August 8, 2024 until 11:59 p.m. Eastern
time on August 22, 2024 under the Financials tab on the Investors
page of indie’s website, or by calling (844) 512-2921 (domestic) or
(412) 317-6671 (international), Replay Pin Number: 1100518.
About indie
indie is empowering the Automotive revolution with next
generation automotive semiconductors and software platforms. We
focus on developing innovative, high-performance and
energy-efficient technology for ADAS, user experience and
electrification applications. Our mixed-signal SoCs enable edge
sensors spanning Radar, LiDAR, Ultrasound, and Computer Vision,
while our embedded system control, power management and interfacing
solutions transform the in-cabin experience and accelerate
increasingly automated and electrified vehicles. We are an approved
vendor to Tier 1 partners and our solutions can be found in marquee
automotive OEMs worldwide. Headquartered in Aliso Viejo, CA, indie
has design centers and regional support offices across the United
States, Canada, Argentina, Scotland, Germany, Hungary, Morocco,
Israel, Japan, South Korea, Switzerland and China.
Please visit us at www.indiesemi.com to learn more.
Safe Harbor Statement
This communication contains “forward-looking statements”
(including within the meaning of Section 21E of the United States
Securities Exchange Act of 1934, as amended, and Section 27A of the
Securities Act of 1933, as amended). Such statements can be
identified by words such as “will likely result,” “expect,”
“anticipate,” “estimate,” “believe,” “intend,” “plan,” “project,”
“outlook,” “should,” “could,” “may” or words of similar meaning and
include, but are not limited to, the preliminary financial results
for our second quarter 2024 included in this press release;
statements regarding our future business and financial performance
and prospects, including expectations regarding our financial
outlook, our belief regarding general market conditions and
recovery, product ramps of our vehicle camera systems, power
distribution and advanced lighting solutions as well as key global
flagship vehicle launches featuring increased content, our return
to revenue growth in the second half of 2024, our outsized revenue
growth in 2025 propelled by the launch of larger scale radar and
vision programs, and future product introductions including sensor
fusion system on chips. Such forward-looking statements are based
upon the current beliefs and expectations of our management and are
inherently subject to significant business, economic and
competitive uncertainties and contingencies, many of which are
difficult to predict and generally beyond our control. Actual
results and the timing of events may differ materially from the
results included in such forward-looking statements. The
preliminary unaudited financial results for our second quarter 2024
included in this press release represent the most current
information available to management. In addition to the factors
previously disclosed in our Annual Report on Form 10-K for the
fiscal year ended December 31, 2023 filed with the SEC on February
29, 2024 and in our other public reports filed with the SEC
(including those identified under “Risk Factors” therein), the
following factors, among others, could cause actual results and the
timing of events to differ materially from the anticipated results
or other expectations expressed in the forward-looking statements:
macroeconomic conditions, including inflation, rising interest
rates and volatility in the credit and financial markets; the
impacts of the ongoing conflicts in Ukraine and the Middle East;
our reliance on contract manufacturing and outsourced supply chain
and the availability of semiconductors and manufacturing capacity;
competitive products and pricing pressures; our ability to win
competitive bid selection processes and achieve additional design
wins; the impact of recent acquisitions made and any other
acquisitions we may make, including our ability to successfully
integrate acquired businesses and risks that the anticipated
benefits of any acquisitions may not be fully realized or take
longer to realize than expected; our ability to develop, market and
gain acceptance for new and enhanced products and expand into new
technologies and markets; trade restrictions and trade tensions;
and political or economic instability in our target markets. All
forward-looking statements in this press release are expressly
qualified in their entirety by the foregoing cautionary
statements.
Investors are cautioned not to place undue reliance on the
forward-looking statements in this press release, which information
set forth herein speaks only as of the date hereof. We do not
undertake, and we expressly disclaim, any intention or obligation
to update any forward-looking statements made in this announcement
or in our other public filings, whether as a result of new
information, future events or otherwise, except as required by
law.
#indieSemi_Earnings
INDIE SEMICONDUCTOR,
INC.
PRELIMINARY CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in thousands, except
share and per share amounts)
(Unaudited)
Three Months Ended June
30,
Six Months Ended June
30,
2024
2023
2024
2023
Revenue:
Product revenue
$
49,009
$
45,455
$
97,587
$
79,108
Contract revenue
3,346
6,653
7,121
13,452
Total revenue
52,355
52,108
104,708
92,560
Operating expenses:
Cost of goods sold
30,241
32,127
60,330
56,183
Research and development
41,301
42,069
90,890
78,632
Selling, general, and administrative
17,447
18,637
39,769
35,451
Total operating expenses
88,989
92,833
190,989
170,266
Loss from operations
(36,634
)
(40,725
)
(86,281
)
(77,706
)
Other income (expense), net:
Interest income
1,076
1,870
2,385
4,289
Interest expense
(2,134
)
(2,144
)
(4,240
)
(4,292
)
Gain (loss) from change in fair value of
warrants
—
25,046
—
(22,286
)
Gain from change in fair value of
contingent considerations and acquisition-related holdbacks
17,331
2,303
32,690
673
Other income (expense)
(553
)
429
(800
)
429
Total other income (loss), net
15,720
27,504
30,035
(21,187
)
Net loss before income taxes
(20,914
)
(13,221
)
(56,246
)
(98,893
)
Income tax benefit (provision)
(86
)
(342
)
1,023
3,364
Net loss
(21,000
)
(13,563
)
(55,223
)
(95,529
)
Less: Net loss attributable to
noncontrolling interest
(1,840
)
(436
)
(4,884
)
(9,656
)
Net loss attributable to indie
Semiconductor, Inc.
$
(19,160
)
$
(13,127
)
(50,339
)
(85,873
)
Net loss attributable to common shares —
basic
$
(19,160
)
$
(13,127
)
$
(50,339
)
$
(85,873
)
Net loss attributable to common shares —
diluted
$
(19,160
)
$
(13,127
)
$
(50,339
)
$
(85,873
)
Net loss per share attributable to common
shares — basic
$
(0.11
)
$
(0.09
)
$
(0.30
)
$
(0.63
)
Net loss per share attributable to common
shares — diluted
$
(0.11
)
$
(0.09
)
$
(0.30
)
$
(0.63
)
Weighted average common shares outstanding
— basic
170,164,241
141,973,731
167,384,295
136,760,936
Weighted average common shares outstanding
— diluted
170,164,241
141,973,731
167,384,295
136,760,936
INDIE SEMICONDUCTOR,
INC.
PRELIMINARY CONDENSED
CONSOLIDATED BALANCE SHEETS
(Amounts in thousands)
(Unaudited)
June 30, 2024
December 31,
2023
Assets
Current assets:
Cash and cash equivalents
$
112,347
$
151,678
Restricted cash
10,300
—
Accounts receivable, net
58,074
63,602
Inventory, net
42,464
33,141
Prepaid expenses and other current
assets
24,371
23,399
Total current assets
247,556
271,820
Property and equipment, net
33,511
26,966
Intangible assets, net
205,402
208,134
Goodwill
289,276
295,096
Operating lease right-of-use assets
14,481
13,790
Other assets and deposits
7,100
3,070
Total assets
$
797,326
$
818,876
Liabilities and stockholders' equity
Accounts payable
$
26,525
$
18,405
Accrued payroll liabilities
9,200
6,621
Contingent considerations
13,149
83,903
Accrued expenses and other current
liabilities
27,595
21,411
Intangible asset contract liability
4,089
4,429
Current debt obligations
12,586
4,106
Total current liabilities
93,144
138,875
Long-term debt, net of current portion
157,263
156,735
Intangible asset contract liability, net
of current portion
11,246
—
Deferred tax liabilities, non-current
12,996
13,696
Operating lease liability, non-current
11,393
10,850
Other long-term liabilities
8,651
21,695
Total liabilities
$
294,693
$
341,851
Commitments and contingencies
Stockholders' equity
Preferred stock
$
—
$
—
Class A common stock
18
16
Class V common stock
2
2
Additional paid-in capital
896,220
813,742
Accumulated deficit
(411,780
)
(361,441
)
Accumulated other comprehensive loss
(13,750
)
(6,170
)
indie's stockholders' equity
470,710
446,149
Noncontrolling interest
31,923
30,876
Total stockholders' equity
502,633
477,025
Total liabilities and stockholders'
equity
$
797,326
$
818,876
INDIE SEMICONDUCTOR, INC.
RECONCILIATION OF PRELIMINARY NON-GAAP MEASURES TO GAAP
(Unaudited)
GAAP refers to financial information presented in accordance
with U.S. Generally Accepted Accounting Principles. This press
release includes non-GAAP financial measures, as defined in
Regulation G promulgated by the Securities and Exchange Commission.
We believe that our presentation of non-GAAP financial measures
provides useful supplementary information to investors. The
presentation of non-GAAP financial measures is not meant to be
considered in isolation from or as a substitute for results
prepared in accordance with GAAP.
The reconciliations of our preliminary GAAP to non-GAAP measures
are as follows (in thousands, except share and per share
amounts):
Three Months Ended June
30,
Six Months Ended June
30,
2024
2023
2024
2023
Computation of non-GAAP gross margin:
GAAP revenue
$
52,355
$
52,108
$
104,708
$
92,560
GAAP cost of goods sold
30,241
32,127
60,330
56,183
Acquisition-related expenses
(109
)
(2,898
)
(219
)
(5,546
)
Amortization of intangible assets
(3,727
)
(4,267
)
(7,462
)
(6,286
)
Inventory cost realignments
—
—
(145
)
—
Share-based compensation
(388
)
(68
)
(488
)
(136
)
Non-GAAP gross profit
$
26,338
$
27,214
$
52,692
$
48,345
Non-GAAP gross margin
50.3
%
52.2
%
50.3
%
52.2
%
Three Months Ended June
30,
Six Months Ended June
30,
2024
2023
2024
2023
Computation of non-GAAP operating
loss:
GAAP loss from operations
$
(36,634
)
$
(40,725
)
$
(86,281
)
$
(77,706
)
Acquisition-related expenses
558
7,431
1,753
12,564
Amortization of intangible assets
5,970
3,676
11,741
7,099
Inventory cost realignments
—
—
145
—
Share-based compensation
12,900
13,292
38,284
24,918
Non-GAAP operating loss
$
(17,206
)
$
(16,326
)
$
(34,358
)
$
(33,125
)
Three Months Ended June
30,
Six Months Ended June
30,
2024
2023
2024
2023
Computation of non-GAAP net loss:
Net loss
$
(21,000
)
$
(13,563
)
$
(55,223
)
$
(95,529
)
Acquisition-related expenses
558
7,431
1,753
12,564
Amortization of intangible assets
5,970
3,676
11,741
7,099
Inventory cost realignments
—
—
145
—
Share-based compensation
12,900
13,292
38,284
24,918
(Gain) loss from change in fair value of
warrants
—
(25,046
)
—
22,286
Gain from change in fair value of
contingent considerations and acquisition-related holdbacks
(17,331
)
(2,303
)
(32,690
)
(673
)
Other income (expense)
553
(429
)
800
(429
)
Non-cash interest expense
265
240
515
499
Income tax benefit (provision)
86
342
(1,023
)
(3,364
)
Non-GAAP net loss
$
(17,999
)
$
(16,360
)
$
(35,698
)
$
(32,629
)
Three Months Ended June
30,
Six Months Ended June
30,
2024
2023
2024
2023
Computation of Non-GAAP EBITDA:
Net loss
$
(21,000
)
$
(13,563
)
$
(55,223
)
$
(95,529
)
Interest income
(1,076
)
(1,870
)
(2,385
)
(4,289
)
Interest expense
2,134
2,144
4,240
4,292
(Gain) loss from change in fair value of
warrants
—
(25,046
)
—
22,286
Gain from change in fair value of
contingent considerations and acquisition-related holdbacks
(17,331
)
(2,303
)
(32,690
)
(673
)
Other expenses
553
(429
)
800
(429
)
Income tax benefit (provision)
86
342
(1,023
)
(3,364
)
Depreciation and amortization
7,393
8,055
14,700
11,478
Stock-based compensation
12,900
13,292
38,284
24,918
Inventory cost realignments
—
—
145
—
Acquisition-related expenses
558
7,431
1,753
12,564
Non-GAAP EBITDA
$
(15,783
)
$
(11,947
)
$
(31,399
)
$
(28,746
)
Three Months Ended June 30,
2024
Computation of non-GAAP share count:
Weighted Average Class A common stock -
Basic
170,164,241
Weighted Average Class V common stock -
Basic
18,509,442
Escrow Shares
1,725,000
TeraXion Unexercised Options
692,347
Non-GAAP share count
191,091,030
Non-GAAP net loss
$
(17,999
)
Non-GAAP net loss per share
$
(0.09
)
Discussion Regarding the Use of Non-GAAP
Financial Measures
Our earnings release contains some or all of the following
financial measures that have not been calculated in accordance with
United States Generally Accepted Accounting Principles (“GAAP”):
(i) non-GAAP gross profit and gross margin, (ii) non-GAAP operating
loss, (iii) non-GAAP net loss, (iv) non-GAAP EBITDA, (v) non-GAAP
share count, (vi) non-GAAP net loss and (vii) non-GAAP net loss per
share. As set forth in the tables above, we derive such non-GAAP
financial measures by excluding certain expenses and other items
from the respective GAAP financial measure that is most directly
comparable to each non-GAAP financial measure. Management may use
these non-GAAP financial measures to, amongst other things,
evaluate operating performance and compare it against past periods
or against peer companies, make operating decisions, forecast for
future periods and to determine payments under compensation
programs. These non-GAAP financial measures provide management with
additional means to understand and evaluate the operating results
and trends in our ongoing business by eliminating certain expenses
and other items that management believes might otherwise make
comparisons of our ongoing business with prior periods and
competitors more difficult, obscure trends in ongoing operations or
improve management’s ability to forecast future periods.
We provide investors with non-GAAP gross profit and gross
margin, non-GAAP operating loss, non-GAAP net loss and non-GAAP net
loss per share because we believe it is important for investors to
be able to closely monitor and understand changes in our ability to
generate income from ongoing business operations. We believe these
non-GAAP financial measures give investors an additional method to
evaluate historical operating performance and identify trends, an
additional means of evaluating period-over-period operating
performance and a method to facilitate certain comparisons of our
operating results to those of our peer companies. We further
believe these non-GAAP financial measures allow investors to assess
the overall financial performance of our ongoing operations by
eliminating the impact of (i) acquisition-related expenses
(including acquisition-related professional fees and legal
expenses, deemed compensation expense and expenses recognized in
relation to changes in contingent consideration obligations), (ii)
amortization of acquisition-related intangibles and certain license
rights, (iii) inventory cost realignments, (iv) gains or losses
recognized in relation to changes in the fair value of warrants,
contingent considerations issued by indie, acquisition-related
holdbacks and unrealized gains or losses from currency hedging
contracts, (v) non-cash interest expenses related to the
amortization of debt discounts and issuance costs, (vi) share-based
compensation, and (vii) income tax benefit (expenses). We believe
that disclosing these non-GAAP financial measures contributes to
enhanced financial reporting transparency and provides investors
with added clarity about complex financial performance
measures.
We do not report a GAAP measure of gross profit or gross margin
because certain costs related to contract revenues are expensed as
incurred and included in research and development expenses, and not
in cost of sales, as it is not practicable for us to bifurcate
these expenses. We derive and reconcile non-GAAP gross profit from
the most relevant GAAP financial measures by subtracting GAAP cost
of sales, adjusted for acquisition-related expenses and share-based
compensation, from GAAP revenue. We calculate non-GAAP operating
loss by excluding from GAAP operating loss, any (i)
acquisition-related expenses (including acquisition-related
professional fees and legal expenses, deemed compensation expense
and expenses recognized in relation to changes in contingent
consideration obligations), (ii) amortization of
acquisition-related intangibles and certain license rights, (iii)
inventory cost realignments and (iv) share-based compensation. We
calculate non-GAAP net loss by excluding from GAAP net income
(loss), any (i) acquisition-related expenses (including
acquisition-related professional fees and legal expenses, deemed
compensation expense and expenses recognized in relation to changes
in contingent consideration obligations), (ii) amortization of
acquisition-related intangibles and certain license rights, (iii)
inventory cost realignments, (iv) gains or losses recognized in
relation to changes in the fair value of warrants, contingent
considerations issued by indie, acquisition-related holdbacks and
unrealized gains or losses from currency hedging contracts, (v)
non-cash interest expenses related to the amortization of debt
discounts and issuance costs, (vi) share-based compensation, and
(vii) income tax benefit (expenses). We calculate non-GAAP EBITDA
by excluding from GAAP net income (loss), any (i)
acquisition-related expenses (including acquisition-related
professional fees and legal expenses, deemed compensation expense
and expenses recognized in relation to changes in contingent
consideration obligations), (ii) amortization of
acquisition-related intangibles and certain license rights, (iii)
depreciation of fixed assets, (iv)inventory cost realignments, (v)
gains or losses recognized in relation to changes in the fair value
of warrants, contingent considerations issued by indie,
acquisition-related holdbacks and unrealized gains or losses from
currency hedging contracts, (vi) non-cash interest expenses related
to the amortization of debt discounts and issuance costs, (vii)
share-based compensation, and (viii) income tax benefit (expenses).
We calculate non-GAAP share count by adding (i) weighted average
Class A common stock, (ii) weighted average Class V common stock
held by minority shareholders, which are exchangeable into Class A
common stock, (iii) Escrow Shares and (iv) vested but unexercised
options issued as part of the TeraXion acquisition. Non-GAAP net
loss per share is calculated by dividing non-GAAP net loss by
non-GAAP share count.
We exclude the items identified above from the respective
non-GAAP financial measure referenced above for the reasons set
forth with respect to each such excluded item below:
Acquisition-related expenses - including such items as, when
applicable, fair value charges incurred upon the sale of acquired
inventory, accounting impact to the cost of goods sold due to
one-time inventory costing realignment with a specific supplier and
acquisition-related professional fees and legal expenses because
they are not considered by management in making operating decisions
and we believe that such expenses do not have a direct correlation
to our future business operations and thereby including such
charges do not necessarily reflect the performance of our ongoing
operations for the period in which such charges or reversals are
incurred.
Amortization expenses - related to the amortization expense for
acquired intangible assets and certain license rights.
Depreciation expenses - related to the depreciation expenses for
all property and equipment on hand.
Inventory cost realignments - related to the supplier allocation
premiums introduced during COVID that is currently incorporated in
our inventory cost but have since been eliminated going forward.
The impact of this premium is deemed non-recurring and therefore
not considered by management in its evaluation of the ongoing
performance of the business.
Share-based compensation - related to the non-cash compensation
expense associated with equity awards granted to our employees
(including those granted in lieu of cash compensation) and employer
tax related to employee stock transactions. These expenses are not
considered by management in making operating decisions and such
expenses do not have a direct correlation to our future business
operations.
Gain (loss) from change in fair values - because these
adjustments (1) are not considered by management in making
operating decisions, (2) are not directly controlled by management,
(3) do not necessarily reflect the performance of our ongoing
operations for the period in which such charges are recognized and
(4) cannot make comparisons between peer company performance less
reliable.
Non-cash interest expense - related to the amortization of debt
discounts and issuance costs because (1) these expenses are not
considered by management in making decision with respect to
financing decisions, and (2) these generally reflect non-cash
costs.
Income tax benefit (expense) - related to the estimated income
tax benefit (expense) that does not result in a current period tax
refunds (payments).
The non-GAAP financial measures presented should not be
considered in isolation and are not an alternative for the
respective GAAP financial measure that is most directly comparable
to each such non-GAAP financial measure. Investors are cautioned
against placing undue reliance on these non-GAAP financial measures
and are urged to review and consider carefully the adjustments made
by management to the most directly comparable GAAP financial
measures to arrive at these non-GAAP financial measures. Non-GAAP
financial measures may have limited value as analytical tools
because they may exclude certain expenses that some investors
consider important in evaluating our operating performance or
ongoing business performance. Further, non-GAAP financial measures
are likely to have limited value for purposes of drawing
comparisons between companies as a result of different companies
potentially calculating similarly titled non-GAAP financial
measures in different ways because non-GAAP measures are not based
on any comprehensive set of accounting rules or principles.
Beginning in Q4 2023, management added non-GAAP EBITDA, which
removes non-recurring, irregular and one-time items that may
distort EBITDA, to the current non-GAAP financial measures. We will
calculate non-GAAP EBITDA by excluding from GAAP net income (loss),
any (i) acquisition-related expenses (including acquisition-related
professional fees and legal expenses, deemed compensation expense
and expenses recognized in relation to changes in contingent
consideration obligations), (ii) amortization of
acquisition-related intangibles and certain license rights, (iii)
depreciation of property, plant and equipment, (iv) inventory cost
realignments, (v) gains or losses recognized in relation to changes
in the fair value of warrants, contingent considerations issued by
indie, acquisition-related holdbacks and unrealized gains or losses
from currency hedging contracts, (vi) non-cash interest expenses
related to the amortization of debt discounts and issuance costs,
(vii) share-based compensation, and (viii) income tax benefit
(expenses).
To the extent our disclosures contain forward-looking estimates
of non-GAAP financial measures, such as our forward-looking outlook
for non-GAAP EBITDA, these measures are provided to investors on a
prospective basis for the same reasons (set forth above) we provide
them to investors on a historical basis. We are generally unable to
provide a reconciliation of our forward-looking non-GAAP measures
because certain information needed to make a reasonable
forward-looking estimate of such non-GAAP measures are difficult to
predict and estimate and is often dependent on future events that
may be uncertain or outside of our control and, therefore, is not
available without unreasonable efforts. Such events may include
unanticipated changes in our GAAP effective tax rate, unanticipated
one-time charges related to asset impairments (fixed assets,
inventory, intangibles, or goodwill), unanticipated
acquisition-related expenses, unanticipated settlements, gains,
losses and impairments and other unanticipated items not reflective
of ongoing operations. Our forward-looking estimates of both GAAP
and non-GAAP measures of our financial performance may differ
materially from our actual results and should not be relied upon as
statements of fact.
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