424(b)(3)
PROSPECTUS SUPPLEMENT NO. 1    Filed Pursuant to Rule 424(b)(3)
(to prospectus dated April 4, 2023)    Registration No. 333-264619

UP TO 199,825,500 ORDINARY SHARES

OF

GOGORO INC.

 

 

This Prospectus Supplement No. 1 is being filed to update and supplement the information contained in the prospectus dated April 4, 2023 (as supplemented from time to time, the “Prospectus”) that forms a part of our Registration Statement on Form F-1 (File No. 333-264619), as amended and supplemented, including by Post-Effective Amendment No. 1 thereto (Registration Statement No. 333-264619) with the information contained in the Current Report on Form 6-K, filed with the Securities and Exchange Commission (“SEC”) on May 11, 2023 (the “Form 6-K”). Accordingly, we have attached the Form 6-K to this Prospectus Supplement No. 1.

The Prospectus and this Prospectus Supplement No. 1 relate to the offer and sale by us of (i) 17,250,000 ordinary shares, par value $0.0001 per share (“Ordinary Shares”) of Gogoro Inc. (the “Company”) issuable upon the exercise of 17,250,000 redeemable warrants to purchase Ordinary Shares, which were originally issued in the initial public offering of Poema Global at a price of $10.00 per unit, with each unit consisting of one Class A ordinary share of Poema Global and one-half of one warrant of Poema Global and are exercisable at a price of $11.50 per share (the “Public Warrants”), and (ii) 9,400,000 Ordinary Shares issuable upon the exercise of 9,400,000 private placement warrants (the “Private Placement Warrants,” and together with the Public Warrants, the “Warrants”) held by certain affiliates of Poema Global Partners LLC (the “Sponsor”), which were purchased at a price of $1.00 per warrant in a private placement to the Sponsor and are exercisable at a price of $11.50 per share.

The Prospectus and this Prospectus Supplement No. 1 also relate to the resale from time to time by the selling securityholders named in the Prospectus or their permitted transferees (the “Selling Securityholders”) of (i) 29,482,000 Ordinary Shares (the “PIPE Shares”) purchased by certain investors (the “PIPE Investors”) on April 4, 2022 (the “Closing Date”) pursuant to separate subscription agreements dated September 16, 2021, January 18, 2022 and March 21, 2022 (the “PIPE Subscription Agreement”) at a price of $10.00 per Ordinary Share, (ii) 125,668,500 Ordinary Shares beneficially owned by certain shareholders of the Company prior to the Closing Date (“Legacy Gogoro,” and such Ordinary Shares, the “Legacy Gogoro Shares”) (inclusive of up to 7,075,741 Ordinary Shares issuable to such shareholders pursuant to the earnout provisions of the Merger Agreement (as described in the Prospectus) which were either purchased by investors (the “Private Investors”) in connection with arms-length private financings at prices of $1.00 to $3.50 per share or approximately $1.14 to approximately $4.00 per share (after accounting for the Subdivision Factor) or granted pursuant to pre-Business Combination incentive equity grants in the form of restricted stock units or options which were exercised by the recipients of such grants (the “Equity Grant Recipients”) at $0.0001 per share or $0.0001 per share (after accounting for the Subdivision Factor), (iii) 8,625,000 Ordinary Shares issued to certain affiliates of the Sponsor (the “Sponsor Shares,” and together with the Legacy Gogoro Shares, the “Affiliated Shares”) (which were purchased by the Sponsor for $25,000 or approximately $0.003 per share) and (iv) 9,400,000 Ordinary Shares issuable upon the exercise of the Private Placement Warrant. The Ordinary Shares offered by the Selling Securityholders are identified in the Prospectus as the Registered Shares (the “Registered Shares”). The Selling Securityholders may, or may not, elect to sell Registered Shares as and to the extent that they may individually determine.

This Prospectus Supplement No. 1 updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This Prospectus Supplement No. 1 should be read in conjunction with the Prospectus and if there is any inconsistency between the information in the Prospectus and this Prospectus Supplement No. 1, you should rely on the information in this Prospectus Supplement No. 1.

Our Ordinary Shares and Public Warrants are currently traded on the Nasdaq Global Select Market (“Nasdaq”) under the symbols “GGR” and “GGROW,” respectively. On May 10, 2023, the last quoted sale price for our Ordinary Shares as reported on Nasdaq was $3.23 per share and the last quoted sale price for our Public Warrants as reported on Nasdaq was $0.399 per warrant.

We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, and are therefore eligible to take advantage of certain reduced reporting requirements otherwise applicable to other public companies.

We are also a “foreign private issuer,” as defined in the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and are exempt from certain rules under the Exchange Act that impose certain disclosure obligations and procedural requirements for proxy solicitations under Section 14 of the Exchange Act. In addition, our officers, directors and principal shareholders are exempt from the reporting and “short-swing” profit recovery provisions under Section 16 of the Exchange Act. Moreover, we are not required to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act.

Investing in our securities involves a high degree of risk. Before buying any securities, you should carefully read the discussion of the risks of investing in our securities in “Risk Factors” beginning on page 14 of the Prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of the Prospectus or this Prospectus Supplement No. 1. Any representation to the contrary is a criminal offense.

 

 

The date of this prospectus supplement is May 11, 2023


 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 6-K

 

 

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

under the Securities Exchange Act of 1934

For the month of May 2023

Commission File Number: 001-41327

 

 

GOGORO INC.

 

 

11F, Building C,

No. 225, Section 2, Chang’an E. Rd.

SongShan District, Taipei City 105

Taiwan

(Address of principal executive offices)

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F  ☒ Form 40-F  ☐

 

 

 


Gogoro Releases Q1 2023 Business Update

On May 11, 2023, Gogoro Inc. issued a press release announcing its financial and operating results for the first quarter ended March 31, 2023. A copy of the press release is furnished herewith as Exhibit 99.1 to this Report on Form 6-K and is incorporated by reference herein.


EXHIBITS INDEX

 

Exhibit

Number

   Exhibit Title
99.1    Press release issued by Gogoro Inc., dated May 11, 2023.


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, thereunto duly authorized.

 

      Gogoro Inc.
Date: May 11, 2023      

/s/ Bruce Morrison Aitken

      Bruce Morrison Aitken
      Chief Financial Officer


Exhibit 99.1

 

Gogoro Releases First Quarter 2023 Financial Results

TAIPEI, Taiwan, May 11, 2023 – Gogoro Inc. (Nasdaq: GGR), a global technology leader in battery swapping ecosystems that enable sustainable mobility solutions for cities, today released its financial results for its first quarter ended March 31, 2023.

 

   

First quarter revenue of $79.3 million, down 16.0% year-over-year and down 8.8% on a constant currency basis

 

   

First quarter battery swapping revenue of $32.3 million, up 9.8% year-over-year and up 19.2% on a constant currency basis

 

   

First quarter net loss of $40.6 million, up from a net loss of $21.7 million in the same quarter last year

 

   

First quarter adjusted EBITDA of $10.6 million, down from $13.5 million in the same quarter last year

“Our performance in the first quarter of 2023 is in line with expectations and reflects seasonally lower volume and revenue we usually see in Taiwan during the first quarter. We continue to execute on our international expansion plans in India, the Philippines and other new markets and plan to transition from pilots to commercial deployments in several of these markets this year. In Taiwan, we are expanding our retail channels and broadening our product offerings,” said Horace Luke, chairman, founder and CEO of Gogoro. “In addition to new pilots in India, the Philippines, and Singapore, we also continue to expand the capabilities of our battery swapping network beyond mobility to create new recurring revenue streams. For example, in April, we announced the world’s first commercial deployment of a Virtual Power Plant (“VPP”) integrated with a distributed battery swapping network in Taiwan. This newly deployed VPP technology, with our partner Enel X, enables our battery swapping stations to integrate with the Taiwan power grid and either pause power consumption or return energy to the network as needed.”

“Despite some near-term market and business challenges concurrent with an unfavorable macroeconomic climate, Q1 results were consistent with our seasonally adjusted expectations and we expect to deliver on our full year 2023 guidance of $400 to $450 million in revenue,” said Bruce Aitken, chief financial officer of Gogoro. “In conjunction, we continue to focus on cost controls, investment in our Taiwan retail channels, executing on our international expansion, and diversifying our product portfolio to support an even larger market.”

First Quarter 2023 Financial Overview

Operating Revenues

For the first quarter, revenue was $79.3 million, down 16.0% year-over-year and down 8.8% year-over-year on a constant currency basis1. Had foreign exchange rates remained constant with the average rate of the same quarter last year, revenue would have been up by an additional $6.8 million.

 

1


Exhibit 99.1

 

   

Sales of hardware and other revenues for the quarter were $47.0 million, down 27.7% year-over-year, and down 21.5% year-over-year on a constant currency basis1. For the entire powered two-wheelers (“PTW”) market, sales in Taiwan in the first quarter were up 9.8% year-over-year while electric scooters sales were down 1.9% compared to the same quarter last year. The growth in the PTW market was driven by substantial sales of new, heavily-marketed, low-priced, and fuel-efficient internal combustion engine scooter models launched in January 2023.

 

   

Gogoro vehicle sales volume decreased by 17.3% compared to the same quarter last year. This was driven by a combination of factors: — (i) delays in the announcement of city government subsidies, (ii) increases in internal combustion engine sales due to new product launches and aggressive pricing strategies and, (iii) in the case of Gogoro’s sales drop, the emergence of a new, heavily marketed low cost/low-power electric moped in the entry market segment reduced Gogoro’s market share. When viewed on a like-for-like performance basis, we maintained a market share of 80.6%.

 

   

Battery swapping service revenue for the first quarter was $32.3 million, up 9.8% year-over-year, and up 19.2% year-over-year on a constant currency basis1. Total subscribers at the end of the first quarter exceeded 538,000, up 15.2% from 467,000 subscribers at the end of the same quarter last year. The battery swapping service revenue increase was primarily due to our larger subscriber base and the high retention rate of our subscribers. We continue to see the strength of our subscription-based business model to accrue more customers to maximize our battery swapping network efficiency.

Gross Margin

For the first quarter, gross margin was 12.9%, down from 13.7% in the same quarter last year and non-IFRS gross margin1 was 13.7%, down from 14.2% in the same quarter last year. The gross margin and non-IFRS gross margin1 declines were driven by a decrease in the average selling price of our product portfolio together with higher production cost per electric scooter as a result of lower volumes. The decline was partially offset by the improved cost efficiencies of Gogoro’s battery swapping service operations.

Net Loss

For the first quarter, net loss was $40.6 million, up $18.9 million from $21.7 million in the same quarter last year. The increase in net loss was primarily due to an unfavorable change in the fair value of financial liabilities of $18.5 million. The increase in net loss was partially offset by the decrease in sales and marketing expenses as a result of more targeted retail marketing campaigns and reduced headcount compared to the same quarter last year.

Adjusted EBITDA

For the first quarter, adjusted EBITDA1 was $10.6 million, down from $13.5 million in the same quarter last year. The decrease was primarily the result of non-IFRS gross profit1 decreasing to $10.9 million, down 19.0% from $13.4 million in the same quarter last year, due to reduced sales volumes. The decrease was partially offset by the continued growth of Gogoro’s battery swapping service business in the first quarter.

 

 

1 

This is a non-IFRS measure, see Use of Non-IFRS Financial Measures for a description of the non-IFRS measures and Reconciliation of IFRS Financial Metrics to Non-IFRS for a reconciliation of the company’s non-IFRS financial measures to their most directly comparable IFRS measures.

 

2


Exhibit 99.1

 

Liquidity

We reduced operating cash outflow by $19.2 million compared to the same quarter last year through tightening of our business operations and reducing working capital. As we execute on our international expansion strategy, we continue to make investments for growth — including a $16.4 million equity investment; other operational investments in multiple expansion markets in the first quarter; and, we continue to invest in growing our battery swapping infrastructure. We have paid back $17.7 million in bank loans in the first quarter as part of our effective working capital and financing cost management. With a $167.1 million cash balance at the end of the first quarter and additional credit facilities, we believe we have sufficient sources of funding to meet our near term business growth objectives.

2023 Guidance

For the full year 2023, we reiterate our 2023 outlook:

 

   

Revenue of $400 million to $450 million which represents an anticipated increase of 4.5% to 17.6% compared to 2022.

 

   

We estimate that we will generate 90% to 95% of 2023 full year revenue from the Taiwan market.

Conference Call Information

Gogoro’s management team will hold an earnings Webcast on May 11th, 2023, at 8:00 a.m. Eastern Time to discuss the Company’s first quarter 2023 results of operations and outlook.

Investors may access the webcast, supplemental financial information and investor presentation at Gogoro’s investor relations website (https://investor.gogoro.com) under the “Events” section. A replay of the investor presentation and the earnings call script will be available 24 hours after the conclusion of the webcast and archived for one year.

About Gogoro

Founded in 2011 to rethink urban energy and inspire the world to move through cities in smarter and more sustainable ways, Gogoro leverages the power of innovation to change the way urban energy is distributed and consumed. Recognized and awarded by Frost & Sullivan as the “2023 Global Company of the Year for battery swapping for electric two-wheel vehicles,” Gogoro’s battery swapping and vehicle platforms offer a smart, proven, and sustainable long-term ecosystem for delivering a new approach to urban mobility. Gogoro has quickly become an innovation leader in vehicle design and electric propulsion, smart battery design, battery swapping, and advanced cloud services that utilize artificial intelligence to manage battery availability and safety. The challenge is massive, but the opportunity to disrupt the status quo, establish new standards, and achieve new levels of sustainable transportation growth in densely populated cities is even greater. For more information, visit https://www.gogoro.com/news and follow Gogoro on Twitter: @wearegogoro.

 

3


Exhibit 99.1

 

Forward-Looking Statements

This communication contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements generally relate to future events or Gogoro’s future financial or operating performance. In some cases, you can identify forward looking statements because they contain words such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “going to,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these words or other similar terms or expressions that concern Gogoro’s expectations, strategy, priorities, plans or intentions. Forward-looking statements in this communication include, but are not limited to, statements in the section entitled, “2023 Guidance,” such as estimates regarding revenue and Gogoro’s revenue generated from the Taiwan market, statements regarding the sufficiency of Gogoro’s cash resources, Gogoro’s beliefs regarding Gogoro’s future operating performance including its ability to grow its subscriber base, projections of market opportunity and market share, potential growth of Gogoro’s battery swapping ecosystem in Taiwan and in new markets, timing of Gogoro’s launch in India, the capability of Gogoro’s technology, Gogoro’s business plans including its plans to grow and expand in Taiwan and internationally, the expected use of proceeds from the merger, and statements by Gogoro’s founder, chairman, and chief executive officer and Gogoro’s chief financial officer.

Gogoro’s expectations and beliefs regarding these matters may not materialize, and actual results in future periods are subject to risks and uncertainties that could cause actual results to differ materially from those projected, including risks related to the impact of the COVID-19 pandemic, risks related to macroeconomic factors including inflation and consumer confidence, risks related to the Taiwan scooter market, risks related to political tensions, Gogoro’s ability to effectively manage its growth, Gogoro’s ability to launch and ramp up the production of its products and control its manufacturing costs and manage its supply chain issues, Gogoro’s risks related to ability to expand its sales and marketing abilities, Gogoro’s ability to expand effectively into new markets, foreign exchange fluctuations, Gogoro’s ability to develop and maintain relationships with its partners, risks related to operating in the PRC, regulatory risks and Gogoro’s risks related to strategic collaborations, risks related to the Taiwan market, China market, India market, and other international markets, alliances or joint ventures including Gogoro’s ability to enter into and execute its plans related to strategic collaborations, alliances or joint ventures in order for such strategic collaborations, alliances or joint ventures to be successful and generate revenue, the ability of Gogoro to be successful in the B2B market, risks related to Gogoro’s ability to achieve operational efficiencies, Gogoro’s ability to raise additional capital, the risks related to the need for Gogoro to invest more capital in strategic collaborations, alliances or joint ventures, risks relating to the impact of foreign exchange and the risk of Gogoro having to update the accounting treatment for its joint ventures. The forward looking statements contained in this communication are also subject to other risks and uncertainties, including those more fully described in Gogoro’s filings with the Securities and Exchange Commission (“SEC”), including in Gogoro’s Form 20-F for the year ended December 31, 2022, which was filed on March 31, 2023 and in its subsequent filings with the SEC, copies of which are available on our website and on the SEC’s website at www.sec.gov. The forward-looking statements in this communication are based on information available to Gogoro as of the date hereof, and Gogoro disclaims any obligation to update any forward-looking statements, except as required by law.

Use of Non-IFRS Financial Measures

This press release and accompanying tables contain certain non-International Financial Reporting Standards (collectively, “IFRS”) financial measures as issued by the International Accounting Standards Board including foreign exchange effect on operating revenues, non-IFRS gross profit, non-IFRS gross margin, Non-IFRS Net Loss, EBITDA and Adjusted EBITDA.

 

4


Exhibit 99.1

 

Foreign exchange (“FX”) effect on operating revenues. We compare the dollar amount and the percent change in the operating revenues from period to the same period last year using constant currency disclosure. We present constant currency information to provide a framework for assessing how our underlying revenues performed excluding the effect of foreign currency rate fluctuations. To present this information, current period operating revenues for entities reporting in currencies other than USD are converted into USD at the average exchange rates from the equivalent periods last year.

Non-IFRS Gross Profit and Gross Margin. Gogoro defines non-IFRS gross profit and gross margin as gross profit and gross margin excluding share-based compensation.

Share-based Compensation consists of non-cash charges related to the fair value of restricted stock units awarded to employees. We believe that the exclusion of these non-cash charges provides for more accurate comparisons of our operating results to our peer companies due to the varying available valuation methodologies, subjective assumptions and the variety of award types. In addition, the Company believes it is useful to investors to understand the specific impact of share-based compensation on its operating results.

Non-IFRS Net Loss. Gogoro defines non-IFRS net loss as net loss excluding share-based compensation, the change in fair value of financial liabilities including revaluation of redeemable preferred shares, change in fair value of earnout, earn-in and warrants associated with the merger of Poema, and onetime non-recurring costs associated with the merger. These amounts do not reflect the impact of any related tax effects.

EBITDA. Gogoro defines EBITDA, as net loss excluding interest expense, net, provision for income tax, depreciation, and amortization. These amounts do not reflect the impact of any related tax effects.

Adjusted EBITDA. Gogoro defines Adjusted EBITDA, as EBITDA excluding share-based compensation, the change in fair value of financial liabilities including revaluation of redeemable preferred shares, change in fair value of earnout, earn-in and warrants associated with the merger of Poema, and onetime non-recurring costs associated with the merger. These amounts do not reflect the impact of any related tax effects.

Acquisition-related Expenses. Gogoro incurs acquisition-related and other expenses which consist of costs incurred after the issuance of a definitive term sheet for a particular transaction and include legal, banker, accounting, printer costs, valuation and other advisory fees. Management excludes these items for the purposes of calculating non-IFRS adjusted EBITDA. Gogoro generally would not have otherwise incurred such expenses in the periods presented as part of its continuing operations. The acquisition related expenses are not recurring with respect to past transactions, can be inconsistent in amount and frequency from period to period and are significantly impacted by the timing and magnitude of Gogoro’s acquisitions. While these expenses are not recurring with respect to past transactions, Gogoro generally will incur these expenses in connection with any future acquisitions.

 

5


Exhibit 99.1

 

These non-IFRS financial measures exclude share-based compensation, interest expense, income tax, depreciation and amortization, change in fair value of financial liabilities including revaluation of redeemable preferred shares, change in fair value of earnout, earn-in and warrants associated with the merger of Poema, and onetime non-recurring costs associated with the merger. The company uses these non-IFRS financial measures internally in analyzing its financial results and believes that these non-IFRS financial measures are useful to investors as an additional tool to evaluate ongoing operating results and trends. In addition, these measures are the primary indicators management uses as a basis for its planning and forecasting for future periods.

Non-IFRS financial measures are not meant to be considered in isolation or as a substitute for the comparable IFRS financial measures. Non-IFRS financial measures are subject to limitations and should be read only in conjunction with the Company’s consolidated financial statements prepared in accordance with IFRS. Non-IFRS financial measures do not have any standardized meaning and are therefore unlikely to be comparable to similarly titled measures presented by other companies. A description of these non-IFRS financial measures has been provided above and a reconciliation of the Company’s non-IFRS financial measures to their most directly comparable IFRS measures have been provided in the financial statement tables included in this press release, and investors are encouraged to review these reconciliations.

 

Gogoro Media Contact:    Gogoro Investor Contact:
Jason Gordon, Gogoro    Michael Bowen, ICR, LLC.
+1 (206) 778-7245    gogoroIR@icrinc.com
jason.gordon@gogoro.com    ir@gogoro.com

 

6


Exhibit 99.1

 

GOGORO INC.

Condensed Consolidated Balance Sheet

(unaudited)

(in thousands of U.S. dollars)

 

     March 31,
2023
     December 31,
2022
 

ASSETS

     

Current assets:

     

Cash and cash equivalents

   $ 167,082      $ 236,100  

Trade receivables

     20,411        16,143  

Inventories

     131,649        114,701  

Other assets, current

     29,876        30,961  
  

 

 

    

 

 

 

Total current assets

     349,018        397,905  
  

 

 

    

 

 

 

Property, plant and equipment

     441,361        442,969  

Equity investment

     16,279        —    

Right-of-use assets

     22,395        21,089  

Other assets, non-current

     11,932        11,460  
  

 

 

    

 

 

 

Total assets

   $ 840,985      $ 873,423  
  

 

 

    

 

 

 

LIABILITIES AND EQUITY

     

Current liabilities:

     

Borrowings, current

   $ 77,602      $ 87,982  

Financial liabilities at fair value

     65,462        46,949  

Notes and trade payables

     39,448        38,879  

Contract liabilities

     17,025        12,965  

Lease liabilities, current

     9,631        10,073  

Provisions for product warranty, current

     3,826        4,812  

Other liabilities, current

     37,673        46,506  
  

 

 

    

 

 

 

Total current liabilities

     250,667        248,166  
  

 

 

    

 

 

 

Borrowings, non-current

     289,122        293,192  

Provisions for product warranty, non-current

     3,274        3,238  

Lease liabilities, non-current

     13,134        11,400  

Other liabilities, non-current

     18,082        18,453  
  

 

 

    

 

 

 

Total liabilities

     574,279        574,449  
  

 

 

    

 

 

 

Total equity

     266,706        298,974  
  

 

 

    

 

 

 

Total liabilities and equity

   $ 840,985      $ 873,423  
  

 

 

    

 

 

 

 

7


Exhibit 99.1

GOGORO INC.

Condensed Consolidated Statements of Comprehensive Income

(unaudited)

(in thousands of U.S. dollars, except net income (loss) per share)

 

 

     Three Months
Ended March 31,
 
     2023     2022  

Operating revenues

   $ 79,319     $ 94,455  

Cost of revenues

     69,058       81,557  
  

 

 

   

 

 

 

Gross profit

     10,261       12,898  
  

 

 

   

 

 

 

Operating expenses:

    

Sales and marketing

     11,843       13,015  

General and administrative

     11,099       10,383  

Research and development

     9,553       9,344  
  

 

 

   

 

 

 

Total operating expenses

     32,495       32,742  
  

 

 

   

 

 

 

Loss from operations

     (22,234     (19,844
  

 

 

   

 

 

 

Non-operating income and expenses:

    

Interest expense, net

     (1,897     (2,850

Other income, net

     2,096       1,264  

Change in fair value of financial liabilities

     (18,513     (287

Loss on investment under equity method

     (72     —    
  

 

 

   

 

 

 

Total non-operating income (expenses)

     (18,386     (1,873
  

 

 

   

 

 

 

Net loss

     (40,620     (21,717
  

 

 

   

 

 

 

Other comprehensive income (loss):

    

Exchange differences on translation

     2,172       (6,126
  

 

 

   

 

 

 

Total comprehensive loss

   $ (38,448   $ (27,843
  

 

 

   

 

 

 

Basic and diluted net loss per share

   $ (0.17   $ (0.11

Shares used in computing basic and diluted net loss per share

     232,190       193,334  
     Three Months
Ended December 31,
 
Operating revenues:    2023     2022  

Sales of hardware and others

   $ 47,056     $ 65,074  

Battery swapping service

     32,263       29,381  
  

 

 

   

 

 

 

Operating revenues

   $ 79,319     $ 94,455  
  

 

 

   

 

 

 
     Three Months
Ended December 31,
 
Share-based compensation:    2023     2022  

Cost of revenues

   $ 610     $ 529  

Sales and marketing

     842       768  

General and administrative

     2,777       1,471  

Research and development

     1,937       1,594  
  

 

 

   

 

 

 

Total

   $ 6,166     $ 4,362  
  

 

 

   

 

 

 

 

8


Exhibit 99.1

 

GOGORO INC.

Condensed Consolidated Statements of Cash Flows

(unaudited)

(in thousands of U.S. dollars)

 

     Three Months Ended March 31,  
     2023     2022  

Cash flows from operating activities

    

Net loss

   $ (40,620   $ (21,717

Adjustments for:

    

Depreciation and amortization

     24,675       25,421  

Expected credit loss

     327       212  

Loss on investment under equity method

     72       —    

Change in fair value of financial liabilities

     18,513       287  

Interest expense, net

     1,897       2,850  

Share-based compensation

     6,166       4,362  

Loss on disposal and impairment of property and equipment, net

     950       138  

Write-down of inventories

     1,295       703  

Changes in operating assets and liabilities:

    

Trade receivables

     (4,595     (4,932

Inventories

     (18,243     (20,456

Other assets

     941       (23,765

Notes and trade payables

     569       16,005  

Contract liabilities

     4,060       (154

Other liabilities

     (7,903     (12,359

Provisions for product warranty

     (950     2,438  
  

 

 

   

 

 

 

Cash used in operations

     (12,846     (30,967

Interest expense and tax paid, net

     (1,889     (2,928
  

 

 

   

 

 

 

Net cash used in operating activities

     (14,735     (33,895
  

 

 

   

 

 

 

Cash flows from investing activities

    

Property, plant and equipment, net

     (17,757     (20,352

Equity investments

     (16,351     —    

Increase in refundable deposits

     —         (95

Payments of intangible assets, net

     (42     (258

Increase (decrease) in time deposits and others

     (407     27,752  
  

 

 

   

 

 

 

Net cash (used in) provided by investing activities

     (34,557     7,047  
  

 

 

   

 

 

 

Cash flows from financing activities

    

Proceeds from borrowings

     12,436       32,497  

Repayments of borrowings

     (30,093     (12,419

Proceeds from capital collected in advance

     22       274,220  

Repayments of financial liabilities at fair value

     —         (108,149

Guarantee deposits (refund) received

     (18     34  

Repayment of the principal portion of lease liabilities

     (3,146     (3,419
  

 

 

   

 

 

 

Net cash (used in) provided by financing activities

     (20,799     182,764  
  

 

 

   

 

 

 

Effect of exchange rate changes on cash and cash equivalents

     1,073       (8,022
  

 

 

   

 

 

 

Net (decrease) increase in cash and cash equivalents

     (69,018     147,894  

Cash and cash equivalents at the beginning of the period

     236,100       217,429  
  

 

 

   

 

 

 

Cash and cash equivalents at the end of the period

   $ 167,082     $ 365,323  
  

 

 

   

 

 

 

 

9


Exhibit 99.1

 

GOGORO INC.

Reconciliation of IFRS Financial Metrics to Non-IFRS

(unaudited)

(in thousands of U.S. dollars)

 

     Three Months Ended March 31,               
     2023      2022      IFRS
revenue YoY
change %
    Revenue
excluding FX
effect YoY
change %
 
Operating revenues:    IFRS revenue      FX effect      Revenue
excluding FX
effect
     IFRS revenue  

Sales of hardware and others

   $ 47,056      $ 4,032      $ 51,088      $ 65,074        (27.7 )%      (21.5 )% 

Battery swapping service

     32,263        2,760        35,023        29,381        9.8     19.2
  

 

 

    

 

 

    

 

 

    

 

 

      

Operating revenue

   $ 79,319      $ 6,792      $ 86,111      $ 94,455        (16.0 )%      (8.8 )% 
  

 

 

    

 

 

    

 

 

    

 

 

      

 

     Three Months
Ended March 31,
 
     2023     2022  

Gross profit and gross margin

   $ 10,261        12.9   $ 12,898        13.7

Share-based compensation

     610          529     
  

 

 

      

 

 

    

Non-IFRS gross profit and gross margin

   $ 10,871        13.7   $ 13,427        14.2
  

 

 

      

 

 

    

 

     Three Months
Ended March 31,
 
     2023      2022  

Net loss

   $ (40,620    $ (21,717

Share-based compensation

     6,166        4,362  

Change in fair value of financial liabilities

     18,513        287  

Acquisition-related expenses

     —          2,315  
  

 

 

    

 

 

 

Non-IFRS net loss

   $ (15,941    $ (14,753
  

 

 

    

 

 

 
     Three Months
Ended March 31,
 
     2023      2022  

Net loss

   $ (40,620    $ (21,717

Interest expense, net

     1,897        2,850  

Depreciation and amortization

     24,675        25,421  
  

 

 

    

 

 

 

EBITDA

     (14,048      6,554  

Share-based compensation

     6,166        4,362  

Change in fair value of financial liabilities

     18,513        287  

Acquisition-related expenses

     —          2,315  
  

 

 

    

 

 

 

Adjusted EBITDA

   $ 10,631      $ 13,518  
  

 

 

    

 

 

 

 

10