UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 10-Q

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OR

Commission file number 001-40481

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INDIE SEMICONDUCTOR, INC.

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(Exact name of registrant as specified in its charter)

(949) 608-0854

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INDIE SEMICONDUCTOR, INC.

FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2024

Table of Contents

FORWARD-LOOKING STATEMENTS

This report contains “forward-looking statements” (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 include, but are not limited to, statements regarding the Company’s future business and financial performance and prospects, and other statements identified by words such as “will likely result,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” “plan,” “project,” “outlook,” “should,” “could,” “may” or words of similar meaning. Such forward-looking statements are based upon the current beliefs and expectations of the Company’s 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 anticipated results or other expectations expressed in or implied by such forward-looking statements as a result of various factors, including, among others, the following: macroeconomic conditions, including inflation, rising interest rates and volatility in the credit and financial markets; the Company’s reliance on contract manufacturing and outsourced supply chain and the availability of semiconductors and manufacturing capacity; competitive products and pricing pressures; the Company’s ability to win competitive bid selection processes and achieve additional design wins; the impact of any acquisitions the Company has made or may make, including its 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; management’s ability to develop, market and gain acceptance for new and enhanced products and expand into new technologies and markets; trade restrictions and trade tensions; political or economic instability in the Company’s target markets; and the impact of the ongoing conflict in Ukraine and the Middle East; and additional factors disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed with the U.S. Securities and Exchange Commission (“SEC”) on February 29, 2024 (including those identified under “Risk Factors” therein), as such risk factors may be amended, supplemented or superseded from time to time in the Company’s other public reports filed with the SEC. indie cautions that the foregoing list of factors is not exclusive.

All information set forth herein speaks only as of the date hereof, and the Company disclaims any intention or obligation to update any forward-looking statements made in this report or in its other public filings, whether as a result of new information, future events or otherwise, except as required by law.

References in this Quarterly Report on Form 10-Q to “indie,” the “Company,” “we,” “us,” and “our” refer to indie Semiconductor, Inc., a Delaware corporation, and its consolidated subsidiaries, or (in the case of references prior to the consummation of the business combination (the “Transaction”) with Thunder Bridge Acquisition II, Ltd. (“TB2”) in June 2021) to our predecessor Ay Dee Kay, LLC, a California limited liability company (“ADK LLC”). All references to U.S. dollar amounts are in thousands, other than share amounts, per share amount or the context otherwise requires.

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

INDIE SEMICONDUCTOR, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Amounts in thousands, except share and per share amounts)

(Unaudited)

See accompanying notes to the condensed consolidated financial statements.

INDIE SEMICONDUCTOR, INC.

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 (expense), 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

See accompanying notes to the condensed consolidated financial statements.

INDIE SEMICONDUCTOR, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(Amounts in thousands)

(Unaudited)

See accompanying notes to the condensed consolidated financial statements.