tgan-20230627
0001715768false00017157682023-06-272023-06-27

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 27, 2023

Transphorm, Inc.
(Exact name of registrant as specified in its charter)

Delaware001-4129582-1858829
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)

75 Castilian Drive
Goleta, CA 93117
(Address of principal executive offices, including zip code)
(805) 456-1300
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.0001 per shareTGANThe Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 



Item 2.02 Results of Operations and Financial Condition.

On June 27, 2023, Transphorm, Inc. (the "Company") issued a press release announcing its financial results for its fiscal quarter and year ended March 31, 2023. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The press release also announced that the Company would be hosting a webcast on June 27, 2023 to discuss its financial results for the fiscal quarter and year ended March 31, 2023.

The information in this Item 2.02 and in the accompanying Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.
 
Exhibit No. Description
99.1 
104Cover Page Interactive Data File (embedded within the Inline XBRL document)

2


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Transphorm, Inc.
Dated: June 27, 2023
By:/s/ Cameron McAulay
Cameron McAulay
Chief Financial Officer

Document
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Exhibit 99.1

Transphorm Announces Fiscal 2023 Fourth Quarter and Year End
Financial Results and Provides Business Update

Company to Initiate a Review of Strategic Opportunities to Enhance Shareholder Value in Fiscal Q2
Fiscal Year 2023 Product Revenue up 21% Year-Over-Year
Company to Host Webcast Today at 5:00 p.m. ET to Review Financials and Provide a Business Update

GOLETA, Calif.— June 27, 2023—Transphorm, Inc. (NASDAQ: TGAN)—a global leader in GaN, the future of next generation power systems, announced today financial results for the fiscal fourth quarter and year ended March 31, 2023.

Fiscal 2023 and Fourth Quarter and Recent Highlights

Corporate Updates

Raised $9.3 million through the exercise of existing warrants and a private placement of common stock.
Fully repaid $12.0 million Nexperia loan in April, ended exclusivity for Nexperia in the four-wheeler Electric Vehicle segment.
Announced rights offering for up to $15 million of common stock, in which certain key stockholders have indicated their interest in participating.
Appointed Dr. Primit Parikh and Dr. Umesh Mishra as President and Chief Executive Officer of the Company, and Chair of the Board of Directors, respectively.

Key Business Highlights

Reported revenue of $3.2 million for the fourth quarter of fiscal 2023, which was primarily impacted by a government contract delay, the revenue from which will be recognized commencing in the first quarter of fiscal 2024. Product revenue for the fourth quarter of fiscal 2023 was at the Company’s targeted $3.2 million.
Fiscal 2023 product revenue increased to $14.7 million, a 21% increase year-over-year.
Strong 5-year pipeline opportunity now stands at over $440 million, up 7% from the Company’s previous update in February 2023.
Increased design-ins and opportunities nearing or in production are currently expected to result in sequential product revenue growth resuming in the second quarter of fiscal 2024.
Secured a contract for up to $15 million from the National Security Technology Accelerator (NSTXL), to manufacture advanced GaN epiwafers under the ECLIPSE Project.

High Power Segment Update – Transphorm a Worldwide Leader in GaN

Increased total design-ins for higher power (300 Watt – 4 Kilowatt) to over 60 (with 30 in production), an increase of 25% from the Company’s previous update in February 2023.
Only GaN company with a proven ramp in the microinverter segment, with several hundred thousand devices in the field (800W, 1500W inverters) and targeted ramp to over $1 million annual revenue over the next 12 months with the Company’s largest customer. Other key design-ins ongoing.


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Announced a low-cost driver solution for SuperGaN FETs, strengthening the Company’s value proposition in segments such as LED lighting, charging, microinverters, UPS and gaming computers.
Launched the first 1200 V FET simulation model and preliminary datasheet, a 1200V GaN-on-Sapphire power semiconductor backing the Company’s ability to support future automotive power systems and compete with 1200V SiC devices.
Launched the Company’s third, high-power GaN design tool using a digital signal controller from Microchip Technology, featuring a 3.0 kW DC-to-AC non-isolated full-bridge inverter evaluation board.

Low Power Segment Update – Transphorm enables superior performance

Increased total design-ins for power adapters and fast chargers (< 300 W) to over 90 (with over 25 in production), an increase of 10% from the Company’s previous update in February 2023.
Weltrend Semiconductor Inc., the global leader in adapter USB Power Delivery (PD) Controller Integrated Circuits (ICs) released an integrated GaN System-in-Package (SiP) for 65 W fast charging applications, in collaboration with us, utilizing our high-performance, high-reliability GaN chips.
In a recent tear-down study of the 280 W Razer gaming power supply1, Transphorm’s drop-in SuperGaN out-performed different e-mode devices (including Leading foundry-made GaN) with a device temperature reduction of between 20% - 50%, higher efficiency, and expected reliability.
Announced six surface mount devices available in Industry Standard PQFN 5x6 and 8x8 packages (for both low and high-power segments).

“We continue to see strong fundamental growth trends driven primarily by increased design wins for both the high-power and low-power market segments. We believe these trends point to the Company resuming sequential product revenue growth beginning in the second quarter of fiscal 2024,” commented Transphorm’s President, CEO and Co-Founder, Primit Parikh. “Our differentiated GaN semiconductors lead the industry in performance and reliability, carrying the only reported broad power spectrum reliability ratings for GaN power and over 175 billion hours in the field. Our increased design-ins, the end customer momentum in ramping GaN, and the recent broad market excitement in GaN power is driving our desire to commence a strategic review of various opportunities to enhance shareholder value.”

“We believe the past quarter and fiscal year have been extremely important toward positioning us strategically for future growth. We expect our recently announced rights offering and the asset-based debt financing initiatives we are pursuing will significantly improve our cash position and put us in a strong position to pursue the increased opportunity funnel and allow us to focus on product innovation, operational capabilities and collaborative opportunities,” stated Cameron McAulay, Chief Financial Officer.

Fiscal 2023 Fourth Quarter Financial Results

Revenue for the fourth quarter of fiscal 2023 was $3.2 million, compared to $4.5 million in the prior quarter and $4.9 million for the fourth quarter of fiscal 2022.

1 Cascode GaN improves efficiency – A teardown of Razer 280W Power Adapter - Power Electronics News


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Operating expenses on a GAAP basis were $8.5 million in the fourth quarter of fiscal 2023, compared to $7.2 million in the prior quarter and $5.6 million in the fourth quarter of fiscal 2022. Operating expenses for the fourth quarter of fiscal 2023 consisted of R&D expenses of $3.0 million and SG&A expenses of $5.5 million. On a non-GAAP basis, operating expenses in the fourth quarter of fiscal 2023 were $7.5 million, compared with non-GAAP operating expenses of $6.0 million in the prior quarter and $4.7 million in the fourth quarter of fiscal 2022.

GAAP net loss for the fourth quarter of fiscal 2023 was ($8.8) million, or ($0.15) per share, compared to GAAP net loss of ($10.5) million, or ($0.18) per share, in the prior quarter, and GAAP net loss of ($5.0) million, or ($0.09) per share, in the fourth quarter of fiscal 2022. On a non-GAAP basis, net loss for the fourth quarter of fiscal 2023 was ($7.2) million, or ($0.13) per share, compared to non-GAAP net loss of ($8.5) million, or ($0.15) per share, in the prior quarter, and non-GAAP net loss of ($3.5) million, or ($0.07) per share, in the fourth quarter of fiscal 2022.

Fiscal 2023 Full Year Financial Results

Revenue for the fiscal 2023 was $16.5 million, compared to $24.1 million for fiscal 2022, due primarily to an $8.0 million decrease in licensing revenue. For fiscal 2023, product sales were $14.7 million, an increase of 21% compared to fiscal 2022.

Operating expenses on a GAAP basis were $27.8 million in fiscal 2023, compared to $21.4 million in fiscal 2022. Operating expenses for the fiscal 2023 consisted of R&D expenses of $8.9 million and SG&A expenses of $18.9 million. On a non-GAAP basis, operating expenses in fiscal 2023 were $24.2 million, compared with non-GAAP operating expenses of $18.3 million in fiscal 2022.

GAAP net loss for fiscal 2023 was ($30.6) million, or ($0.54) per share, compared to GAAP net loss of ($10.2) million, or ($0.22) per share, in fiscal 2022. On a non-GAAP basis, net loss for fiscal 2023 was ($24.6) million, or ($0.44) per share, compared to non-GAAP net loss of ($6.4) million, or ($0.14) per share, in fiscal 2022.

Cash, cash equivalents and restricted cash as of March 31, 2023, were $16.0 million. The increased quarterly burn was driven by lower revenue, due to the delay in securing the new government contract with NSTXL and increased Days Sales Outstanding (DSO). During the first quarter of fiscal 2024, we were awarded the NSTXL contract, resulting in revenue being recognized commencing in such quarter, and DSOs improved to historical levels.

Fiscal 2024 First Quarter Guidance

For the first quarter of fiscal 2024, the Company expects:
Revenue in the range of $5.8 million to $6.2 million;
GAAP gross margins in the 30-34% range; and
GAAP net loss per share in the $(0.10) to $(0.13) range.

The Company currently forecasts it will have cash runway into the second half of September 2023, not including the rights offering, asset-based debt or any other financings. If the rights offering is fully subscribed and the Company completes the asset-based debt financing that it is pursuing, the Company would have cash runway well into fiscal 2025. Please refer to the Company’s Annual Report on Form 10-K for additional information and liquidity disclosures.



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Conference Call and Webcast Information
Event:
Transphorm Fiscal 2023 Fourth Quarter and Full Year Financial Results
Full Year Financial Results
Date:
Tuesday, June 27, 2023
Time:
5:00 p.m. Eastern Time
Registration:
https://register.vevent.com/register/BIff2d46a2f63c464b80cc25344b9c6e09



Investors and analysts may also join the webcast on the Events section on the Company’s website.
A replay and the supporting presentation materials will be available on the day of the conference call and for approximately 90 days on the Investor Relations section of the Company’s website.

About Transphorm

Transphorm, Inc., a global leader in the GaN revolution, designs and manufactures high performance and high reliability GaN semiconductors for high voltage power conversion applications. Having one of the largest Power GaN IP portfolios of more than 1,000 owned or licensed patents, Transphorm produces the industry’s first JEDEC and AEC-Q101 qualified high voltage GaN semiconductor devices. The Company’s vertically integrated device business model allows for innovation at every development stage: design, fabrication, device, and application support. Transphorm’s innovations are moving power electronics beyond the limitations of silicon to achieve over 99% efficiency, 40% more power density and 20% lower system cost. Transphorm is headquartered in Goleta, California and has manufacturing operations in Goleta and Aizu, Japan. For more information, please visit www.transphormusa.com. Follow us on Twitter @transphormusa and WeChat @ Transphorm GaN.

Non-GAAP Financial Measures

This press release includes and makes reference to certain non-GAAP financial measures. The presentation of this financial information is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with GAAP.

Transphorm believes that the presentation of non-GAAP financial measures provides important supplemental information to management and investors regarding financial and business trends relating to the Company’s financial condition and results of operations. Transphorm believes that these non-GAAP financial measures provide additional insight into Transphorm’s ongoing performance and core operational activities and has chosen to provide these measures for more consistent and meaningful comparison between periods. These measures should only be used to evaluate Transphorm’s results of operations in conjunction with the corresponding GAAP measures. The non-GAAP results exclude the effect of stock-based compensation, depreciation, amortization, change in fair value of promissory note and other income in joint venture.

A reconciliation between GAAP and non-GAAP financial results is provided in the financial statements portion of this press release.

Forward-Looking Statements

This press release 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 United States Securities Act of 1933, as amended) concerning the Company’s expectations related to its planned rights offering and the asset-based debt financing initiatives it is pursuing, including the potential proceeds from such efforts; the Company’s current expectation regarding its cash runway, without any additional financing; the expected date through which proceeds from the rights offering and any debt financing, if


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consummated, would fund the Company’s operations; the expectation that the rights offering and debt financing initiatives will allow the Company to increase its focus on product innovation, operational capabilities and collaborative opportunities; expected key stockholder participation in the rights offering; the Company’s intent to conduct a strategic review in the second quarter of fiscal 2024; the Company’s 5-year pipeline and anticipated future growth; the Company’s expectation that sequential product revenue growth will resume in the second quarter of fiscal 2024; the Company’s targeted ramp in the microinverter segment; the Company’s expectations for future products, design-ins and market acceptance; the Company’s guidance for the first quarter of fiscal 2024; and the information set forth in the quotes by the Company’s management set forth herein. Forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as “may,” “will,” “should,” “would,” “expect,” “plan,” “believe,” “intend,” “look forward,” and other similar expressions among others. Statements that are not historical facts are forward-looking statements. Forward-looking statements are based on current beliefs and assumptions that are subject to risks and uncertainties and are not guarantees of future performance. Actual results could differ materially from those contained in any forward-looking statement as a result of various factors, including, without limitation: prevailing market conditions; the Company’s ability to commence and successfully complete the rights offering as expected; whether the Company’s stockholders of record (including those that have indicated interest in participating in the rights offering) will exercise their rights to purchase common stock and the amount subscribed; whether the Company will be able to successfully close any debt financing; that any funds raised through the rights offering or any debt financing may not fund the Company’s working capital requirements for as long as anticipated; that the Company’s current forecasted cash runway, without any additional financing, may not last as long as anticipated; that the Company’s anticipated strategic review may not result in any transaction (or that the terms of such transaction may not be favorable or acceptable to the Company or its stockholders); risks related to Transphorm’s operations, such as additional financing requirements, access to capital and market acceptance of its current and future products; competition; the ability of Transphorm to protect its intellectual property rights; and other risks set forth in the Company’s filings with the Securities and Exchange Commission, including under the caption “Risk Factors” and elsewhere therein. Except as required by applicable law, the Company undertakes no obligation to revise or update any forward-looking statement, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.

Investor Contacts:

David Hanover or Jack Perkins
KCSA Strategic Communications
transphorm@kcsa.com

Company Contact:

Cameron McAulay
Chief Financial Officer
1-805-456-1300 ext. 140
cmcaulay@transphormusa.com




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Transphorm, Inc.
Condensed Consolidated Balance Sheets
(in thousands)

March 31, 2023
(unaudited)
March 31, 2022
(audited)
Assets
Current assets:
Cash and cash equivalents$15,527 $33,435 
Restricted cash500 500 
Accounts receivable4,396 2,558 
Inventory8,406 6,330 
Prepaid expenses and other current assets1,859 1,971 
Total current assets30,688 44,794 
Property and equipment, net7,890 1,649 
Operating lease right-of-use assets3,033 — 
Goodwill1,079 1,180 
Intangible assets, net321 617 
Investment in joint venture715 143 
Other assets726 263 
Total assets$44,452 $48,646 
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable and accrued expenses$7,895 $3,588 
Deferred revenue— 346 
Accrued interest180 180 
Accrued payroll and benefits1,458 1,171 
Operating lease liabilities404 — 
Revolving credit facility12,000 — 
Total current liabilities21,937 5,285 
Revolving credit facility, net of current portion— 12,000 
Operating lease liabilities, net of current portion2,670 — 
Other liabilities230 — 
Total liabilities24,837 17,285 
Commitments and contingencies
Stockholders’ equity:
Common stock
Additional paid-in capital230,272 211,190 
Accumulated deficit(209,236)(178,638)
Accumulated other comprehensive loss(1,427)(1,196)
Total Stockholders’ equity19,615 31,361 
Total liabilities and stockholders’ equity$44,452 $48,646 


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Transphorm, Inc.
Condensed Consolidated Statements of Operations (unaudited)
(in thousands except share and per share data)

Three Months EndedTwelve Months Ended
March 31, 2023December 31, 2022March 31, 2022March 31, 2023March 31, 2022
Revenue, net$3,192 $4,493 $4,927 $16,511 $24,050 
Cost of goods sold3,017 7,162 3,789 17,461 12,530 
Gross (loss) profit175 (2,669)1,138 (950)11,520 
Operating expenses:
Research and development3,013 2,325 1,632 8,908 6,655 
Sales and marketing1,651 1,447 1,047 5,247 3,535 
General and administrative3,854 3,457 2,917 13,672 11,226 
Total operating expenses8,518 7,229 5,596 27,827 21,416 
Loss from operations(8,343)(9,898)(4,458)(28,777)(9,896)
Interest expense180 184 181 730 792 
Loss in joint venture659 799 677 2,724 3,971 
Changes in fair value of promissory note— — — — (605)
Other income, net(392)(421)(317)(1,633)(3,819)
Loss before tax expense(8,790)(10,460)(4,999)(30,598)(10,235)
Tax expense— — — — — 
Net loss$(8,790)$(10,460)$(4,999)$(30,598)$(10,235)
Net loss per share - basic and diluted$(0.15)$(0.18)$(0.09)$(0.54)$(0.22)
Weighted average common shares outstanding - basic and diluted57,144,218 56,739,450 53,343,862 56,227,007 46,056,331 



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Transphorm, Inc.
Reconciliation of GAAP and Non-GAAP Financial Information (unaudited)
(in thousands except per share data)

Three Months EndedTwelve Months Ended
March 31, 2023December 31, 2022March 31, 2022March 31, 2023March 31, 2022
GAAP net loss$(8,790)$(10,460)$(4,999)$(30,598)$(10,235)
Adjustments:
Stock-based compensation858 1,123 758 3,199 2,614 
Depreciation174 180 147 672 547 
Amortization74 74 74 296 296 
Total other expense, net447 562 541 1,821 339 
Total adjustments to GAAP net loss1,553 1,939 1,520 5,988 3,796 
Non-GAAP net loss$(7,237)$(8,521)$(3,479)$(24,610)$(6,439)
GAAP net loss per share - basic and diluted$(0.15)$(0.18)$(0.09)$(0.54)$(0.22)
Adjustment0.02 0.03 0.02 0.10 0.08 
Non-GAAP net loss per share - basic and diluted$(0.13)$(0.15)$(0.07)$(0.44)$(0.14)
Weighted average common shares outstanding - basic and diluted57,144,218 56,739,450 53,343,862 56,227,007 46,056,331 


Three Months EndedTwelve Months Ended
March 31, 2023December 31, 2022March 31, 2022March 31, 2023March 31, 2022
GAAP operating expenses$8,518 $7,229 $5,596 $27,827 $21,416 
Adjustments:
Stock-based compensation796 1,035 715 2,955 2,453 
Depreciation101 102 94 394 385 
Amortization74 74 74 296 296 
Total adjustments to GAAP operating expenses971 1,211 883 3,645 3,134 
Non-GAAP operating expenses$7,547 $6,018 $4,713 $24,182 $18,282 





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Transphorm, Inc.
Condensed Consolidated Statements of Cash Flows (unaudited)
(in thousands)


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Twelve Months Ended March 31,
20232022
Cash flows from operating activities:
Net loss$(30,598)$(10,235)
Adjustments to reconcile net loss to net cash used in operating activities:
Provision for inventory3,127 196 
Depreciation and amortization968 843 
Amortization of right-of-use assets566 — 
Perpetual licensing revenue from a related party— (8,000)
Stock-based compensation3,199 2,614 
Interest cost— 107 
Gain on promissory note conversion— (1,222)
Gain on sale of equipment(106)— 
Loss in joint venture2,724 2,516 
Changes in fair value of derivative instruments(14)— 
Changes in fair value of promissory note— (605)
Changes in operating assets and liabilities:
Accounts receivable(1,838)(940)
Inventory(5,203)(4,303)
Prepaid expenses and other current assets125 (518)
Other assets(463)11 
Accounts payable, accrued expenses, and other liabilities1,586 198 
Deferred revenue(346)(159)
Accrued payroll and benefits288 (239)
Operating lease liabilities(524)— 
Net cash used in operating activities(26,509)(19,736)
Cash flows from investing activities:
Purchases of property and equipment(6,936)(595)
Proceeds from sale of equipment111 — 
Investment in joint venture(3,321)(4,526)
Net cash used in investing activities(10,146)(5,121)
Cash flows from financing activities:
Proceeds from stock option exercise710 221 
Proceeds from issuance of common stock16,000 50,900 
Cost associated with issuance of common stock(280)(1,127)
Payment for taxes related to net share settlement of restricted stock units(546)(768)
Proceeds from exercise of warrants2,950 272 
Net cash provided by financing activities18,834 49,498 
Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash(87)(206)
Net (decrease) increase in cash, cash equivalents and restricted cash(17,908)24,435 
Cash, cash equivalents and restricted cash at beginning of period33,935 9,500 
Cash, cash equivalents and restricted cash at end of period$16,027 $33,935 
Reconciliation of cash, cash equivalents, and restricted cash to the condensed consolidated balance sheets
Cash and cash equivalents$15,527 $33,435 
Restricted cash500 500 
Cash, cash equivalents and restricted cash at end of period$16,027 $33,935