Actual results, performance or achievements may, and are likely to, differ materially, and potentially adversely, from any projections and forward-looking statements and the assumptions on which those forward-looking statements were based. There can be no assurance that the data contained herein is reflective of future performance to any degree. You are cautioned not to place undue reliance on forward-looking statements as a predictor of future performance as projected financial information and other information are based on estimates and assumptions that are inherently subject to various significant risks, uncertainties and other factors, many of which are beyond Cepton’s control.
Non-GAAP Financial Measures
Some of the financial information and data contained in this press release, such as non-GAAP net loss and adjusted EBITDA, have not been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). Non-GAAP net loss is defined as GAAP net (loss) income excluding stock-based compensation, non-recurring transaction expenses, gain or loss on changes in fair value of earnout liability and warrants, loss on extinguishment of debt, loss on impairment of property and equipment, and foreign currency transaction loss, net. As a result of the cancellation of the GM series production award in December 2023, Cepton recognized an impairment loss of $0.4 million associated with long-lived assets acquired specifically for production of ADAS lidar sensors. This loss is excluded from the calculation of Non-GAAP net loss. Adjusted EBITDA is defined as non-GAAP net loss before interest income or expense, provision for income taxes, and depreciation and amortization.
Cepton believes these non-GAAP financial measures of financial results provide useful information to management and investors regarding certain financial and business trends relating to Cepton’s financial condition and results of operations. Cepton believes that the use of these non-GAAP financial measures provides an additional tool for investors to use in evaluating actual and projected operating results and trends in comparing Cepton’s financial measures with other similar companies, many of which present similar non-GAAP financial measures to investors. Cepton also believes that adjusted EBITDA is useful to investors and analysts in assessing our operating performance during the periods these charges were incurred on a consistent basis with the periods during which these charges were not incurred. Our presentation of adjusted EBITDA should not be considered as an inference that our future results and financial position will be unaffected by unusual items. Cepton does not consider these non-GAAP financial measures in isolation or as an alternative to financial measures determined in accordance with GAAP. The principal limitation of these non-GAAP financial measures is that they exclude significant expenses and other amounts that are required by GAAP to be recorded in Cepton’s financial statements. In addition, they are subject to inherent limitations as they reflect the exercise of judgments by management about which expenses and other amounts are excluded or included in determining these non-GAAP financial measures.
CEPTON, INC. AND SUBSIDIARIES Reconciliation of GAAP Net (Loss) Income to Non-GAAP Net Loss and Non-GAAP Adjusted EBITDA(1) (In thousands, except share and per share data) (unaudited) |
|||||||||||||||
|
Three Months Ended December 31, |
|
Year Ended December 31, |
||||||||||||
|
|
2023 |
|
|
|
2022 (1) |
|
|
2023 |
|
|
|
2022 (1) |
||
Net (loss) income |
$ |
(8,320 |
) |
|
$ |
(15,251 |
) |
|
$ |
(48,546 |
) |
|
$ |
9,380 |
|
Stock-based compensation |
|
1,583 |
|
|
|
2,289 |
|
|
|
8,572 |
|
|
|
8,243 |
|
Non-recurring transaction expenses |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
3,009 |
|
Gain on changes in fair value of earnout liability |
|
— |
|
|
|
(3,210 |
) |
|
|
(827 |
) |
|
|
(74,078 |
) |
Gain on changes in fair value of warrant liability |
|
(98 |
) |
|
|
(326 |
) |
|
|
(397 |
) |
|
|
(2,875 |
) |
Loss on extinguishment of debt |
|
— |
|
|
|
958 |
|
|
|
1,123 |
|
|
|
958 |
|
Loss on impairment of property and equipment |
|
387 |
|
|
|
— |
|
|
|
387 |
|
|
|
— |
|
Foreign currency transaction loss, net |
|
— |
|
|
|
2,168 |
|
|
|
757 |
|
|
|
2,168 |
|
Non-GAAP net loss |
|
(6,448 |
) |
|
|
(13,372 |
) |
|
|
(38,931 |
) |
|
|
(53,195 |
) |
Interest expense (income), net |
|
(777 |
) |
|
|
914 |
|
|
|
(2,792 |
) |
|
|
2,511 |
|
Provision (benefit) for income taxes |
|
13 |
|
|
|
(6 |
) |
|
|
16 |
|
|
|
16 |
|
Depreciation and amortization |
|
126 |
|
|
|
120 |
|
|
|
496 |
|
|
|
344 |
|
Non-GAAP adjusted EBITDA |
|
(7,086 |
) |
|
|
(12,344 |
) |
|
|
(41,211 |
) |
|
|
(50,324 |
) |
|
|
|
|
|
|
|
|
||||||||
GAAP net income (loss) per share attributable to common stockholders: |
|
|
|
|
|
|
|
||||||||
Basic |
$ |
(0.52 |
) |
|
$ |
(0.97 |
) |
|
$ |
(3.08 |
) |
|
$ |
0.64 |
|
Diluted |
$ |
(0.52 |
) |
|
$ |
(0.97 |
) |
|
$ |
(3.08 |
) |
|
$ |
0.60 |
|
Non-GAAP net loss per share attributable to common stockholders: |
|
|
|
|
|
|
|
||||||||
Basic |
$ |
(0.41 |
) |
|
$ |
(0.85 |
) |
|
$ |
(2.47 |
) |
|
$ |
(3.62 |
) |
Diluted |
$ |
(0.41 |
) |
|
$ |
(0.85 |
) |
|
$ |
(2.47 |
) |
|
$ |
(3.62 |
) |
Shares used in computing GAAP net income (loss) per share attributable to common stockholders: |
|
|
|
|
|
|
|
||||||||
Basic |
|
15,852,949 |
|
|
|
15,651,523 |
|
|
|
15,776,387 |
|
|
|
14,691,793 |
|
Diluted |
|
15,852,949 |
|
|
|
15,651,523 |
|
|
|
15,776,387 |
|
|
|
15,572,845 |
|
Shares used in computing Non-GAAP net loss per share attributable to common stockholders: |
|
|
|
|
|
|
|
||||||||
Basic |
|
15,852,949 |
|
|
|
15,651,523 |
|
|
|
15,776,387 |
|
|
|
14,691,793 |
|
Diluted |
|
15,852,949 |
|
|
|
15,651,523 |
|
|
|
15,776,387 |
|
|
|
14,691,793 |
|
(1) |
Prior period figures are presented as adjusted for the one-for-ten reverse stock split of the Company's issued common stock (the “Reverse Stock Split”) effective on September 21, 2023. |
CEPTON, INC. AND SUBSIDIARIES Consolidated Balance Sheets (In thousands, except share data) |
|||||||
|
December 31, |
||||||
|
|
2023 |
|
|
|
2022 (1) |
|
ASSETS |
|
|
|
||||
Current assets: |
|
|
|
||||
Cash and cash equivalents |
$ |
50,406 |
|
|
$ |
31,953 |
|
Short-term investments |
|
5,969 |
|
|
|
3,703 |
|
Accounts receivable, net of allowance for credit losses of $0 and $0, respectively |
|
3,625 |
|
|
|
1,301 |
|
Inventories |
|
2,396 |
|
|
|
2,985 |
|
Prepaid expenses and other current assets |
|
1,253 |
|
|
|
6,272 |
|
Total current assets |
|
63,649 |
|
|
|
46,214 |
|
Property and equipment, net |
|
1,450 |
|
|
|
982 |
|
Restricted cash |
|
1,283 |
|
|
|
2,565 |
|
Other assets |
|
10,067 |
|
|
|
555 |
|
Total assets |
$ |
76,449 |
|
|
$ |
50,316 |
|
|
|
|
|
||||
LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT) |
|
|
|
||||
Current liabilities: |
|
|
|
||||
Accounts payable |
$ |
1,128 |
|
|
$ |
1,979 |
|
Operating lease liabilities, current |
|
1,875 |
|
|
|
211 |
|
Accrued expenses and other current liabilities |
|
4,066 |
|
|
|
2,265 |
|
Short-term debt |
|
— |
|
|
|
42,587 |
|
Total current liabilities |
|
7,069 |
|
|
|
47,042 |
|
Warrant liability |
|
43 |
|
|
|
440 |
|
Earnout liability |
|
93 |
|
|
|
920 |
|
Operating lease liabilities, non-current |
|
8,720 |
|
|
|
281 |
|
Total liabilities |
|
15,925 |
|
|
|
48,683 |
|
|
|
|
|
||||
Commitments and contingencies (Note 17) |
|
|
|
||||
Convertible preferred stock: |
|
|
|
||||
Convertible preferred stock – Par value $0.00001 per share – 5,000,000 shares authorized at December 31, 2023 and 2022; 100,000 shares issued and outstanding at December 31, 2023 (aggregate liquidation preference of $104.1 million at December 31, 2023; no shares issued and outstanding at December 31, 2022; |
|
98,891 |
|
|
|
— |
|
|
|
|
|
||||
Stockholders’ equity (deficit): |
|
|
|
||||
Common stock – Par value $0.00001 per share – 35,000,000 shares authorized at December 31, 2023 and 2022; 15,861,494 and 15,674,781 shares issued and outstanding at December 31, 2023 and 2022, respectively |
|
— |
|
|
|
— |
|
Additional paid-in capital |
|
96,583 |
|
|
|
88,058 |
|
Accumulated other comprehensive income |
|
(345 |
) |
|
|
(366 |
) |
Accumulated deficit |
|
(134,605 |
) |
|
|
(86,059 |
) |
Total stockholders’ equity (deficit) |
|
(38,367 |
) |
|
|
1,633 |
|
Total liabilities, convertible preferred stock and stockholders’ equity (deficit) |
$ |
76,449 |
|
|
$ |
50,316 |
|
(1) |
Prior period figures are presented as adjusted for the Reverse Stock Split effective on September 21, 2023. |
CEPTON, INC. AND SUBSIDIARIES Consolidated Statements of Operations (In thousands, except share and per share data) |
|||||||||||||||
|
Three Months Ended December 31, |
|
Year Ended December 31, |
||||||||||||
|
|
2023 |
|
|
|
2022 (1) |
|
|
|
2023 |
|
|
|
2022 (1) |
|
Lidar sensor and prototype revenue |
$ |
2,457 |
|
|
$ |
974 |
|
|
$ |
10,270 |
|
|
$ |
5,616 |
|
Development revenue |
|
2,494 |
|
|
|
602 |
|
|
|
2,786 |
|
|
|
1,810 |
|
Total revenue |
$ |
4,951 |
|
|
$ |
1,576 |
|
|
$ |
13,056 |
|
|
$ |
7,426 |
|
|
|
|
|
|
|
|
|
||||||||
Lidar sensor and prototype cost of revenue |
|
1,804 |
|
|
|
775 |
|
|
|
8,939 |
|
|
|
6,383 |
|
Development cost of revenue |
|
451 |
|
|
|
249 |
|
|
|
567 |
|
|
|
849 |
|
Total cost of revenue |
$ |
2,255 |
|
|
$ |
1,024 |
|
|
$ |
9,506 |
|
|
$ |
7,232 |
|
Gross profit |
|
2,696 |
|
|
|
552 |
|
|
|
3,550 |
|
|
|
194 |
|
|
|
|
|
|
|
|
|
||||||||
Operating expenses: |
|
|
|
|
|
|
|
||||||||
Research and development |
|
6,570 |
|
|
|
8,646 |
|
|
|
29,879 |
|
|
|
33,013 |
|
Selling, general and administrative |
|
5,322 |
|
|
|
6,674 |
|
|
|
24,374 |
|
|
|
28,629 |
|
Total operating expenses |
|
11,892 |
|
|
|
15,320 |
|
|
|
54,253 |
|
|
|
61,642 |
|
Operating loss |
|
(9,196 |
) |
|
|
(14,768 |
) |
|
|
(50,703 |
) |
|
|
(61,448 |
) |
Other income (expense): |
|
|
|
|
|
|
|
||||||||
Gain on change in fair value of earnout liability |
|
— |
|
|
|
3,210 |
|
|
|
827 |
|
|
|
74,078 |
|
Gain on change in fair value of warrant liability |
|
98 |
|
|
|
326 |
|
|
|
397 |
|
|
|
2,875 |
|
Foreign currency transaction loss, net |
|
— |
|
|
|
(2,168 |
) |
|
|
(757 |
) |
|
|
(2,168 |
) |
Loss on extinguishment of debt |
|
— |
|
|
|
(958 |
) |
|
|
(1,123 |
) |
|
|
(958 |
) |
Other (expense) income, net |
|
14 |
|
|
|
15 |
|
|
|
37 |
|
|
|
(472 |
) |
Interest (expense) income, net |
|
777 |
|
|
|
(914 |
) |
|
|
2,792 |
|
|
|
(2,511 |
) |
(Loss) income before income taxes |
|
(8,307 |
) |
|
|
(15,257 |
) |
|
|
(48,530 |
) |
|
|
9,396 |
|
(Provision) benefit for income taxes |
|
(13 |
) |
|
|
6 |
|
|
|
(16 |
) |
|
|
(16 |
) |
|
|
|
|
|
|
|
|
||||||||
Net (loss) income |
$ |
(8,320 |
) |
|
$ |
(15,251 |
) |
|
$ |
(48,546 |
) |
|
$ |
9,380 |
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss) per share, basic |
$ |
(0.52 |
) |
|
$ |
(0.97 |
) |
|
$ |
(3.08 |
) |
|
$ |
0.64 |
|
Net income (loss) per share, diluted |
$ |
(0.52 |
) |
|
$ |
(0.97 |
) |
|
$ |
(3.08 |
) |
|
$ |
0.60 |
|
Weighted-average common shares, basic |
|
15,852,949 |
|
|
|
15,651,523 |
|
|
|
15,776,387 |
|
|
|
14,691,793 |
|
Weighted-average common shares, diluted |
|
15,852,949 |
|
|
|
15,651,523 |
|
|
|
15,776,387 |
|
|
|
15,572,845 |
|
|
|
|
|
|
|
|
|
(1) |
Prior period figures are presented as adjusted for the Reverse Stock Split effective on September 21, 2023. |
CEPTON, INC. AND SUBSIDIARIES Consolidated Statements of Cash Flows (In thousands) |
|||||||
|
Year Ended December 31, |
||||||
|
|
2023 |
|
|
|
2022 |
|
CASH FLOWS FROM OPERATING ACTIVITIES: |
|
|
|
||||
Net (loss) income |
$ |
(48,546 |
) |
|
$ |
9,380 |
|
Adjustments to reconcile net (loss) income to net cash used in operating activities: |
|
|
|
||||
Depreciation and amortization |
|
496 |
|
|
|
344 |
|
Stock-based compensation |
|
8,572 |
|
|
|
8,243 |
|
Amortization of right-of-use asset |
|
1,596 |
|
|
|
1,360 |
|
Amortization, other |
|
347 |
|
|
|
1,721 |
|
Accretion from short-term investments |
|
(1,157 |
) |
|
|
(80 |
) |
Gain on change in fair value of earnout liability |
|
(827 |
) |
|
|
(74,078 |
) |
Gain on change in fair value of warrant liability |
|
(397 |
) |
|
|
(2,875 |
) |
Loss on impairment of property and equipment |
|
387 |
|
|
|
— |
|
Loss from extinguishment of debt |
|
1,123 |
|
|
|
958 |
|
Foreign currency transaction loss, net |
|
757 |
|
|
|
2,168 |
|
Other |
|
— |
|
|
|
181 |
|
Changes in operating assets and liabilities: |
|
|
|
||||
Accounts receivable, net |
|
(2,324 |
) |
|
|
(801 |
) |
Inventories |
|
575 |
|
|
|
(448 |
) |
Prepaid expenses and other current assets |
|
4,032 |
|
|
|
(1,920 |
) |
Other long-term assets |
|
202 |
|
|
|
(296 |
) |
Accounts payable |
|
(1,073 |
) |
|
|
(653 |
) |
Accrued expenses and other current liabilities |
|
1,800 |
|
|
|
99 |
|
Operating lease liabilities |
|
(1,086 |
) |
|
|
(1,611 |
) |
Other long-term liabilities |
|
— |
|
|
|
311 |
|
Net cash used in operating activities |
|
(35,523 |
) |
|
|
(57,997 |
) |
|
|
|
|
||||
CASH FLOWS FROM INVESTING ACTIVITIES: |
|
|
|
||||
Purchases of property and equipment |
|
(1,292 |
) |
|
|
(760 |
) |
Proceeds from sale of property and equipment |
|
36 |
|
|
|
— |
|
Purchases of short-term investments |
|
(37,806 |
) |
|
|
(32,368 |
) |
Proceeds from sales of short-term investments |
|
— |
|
|
|
8,303 |
|
Proceeds from maturities of short-term investments |
|
36,700 |
|
|
|
23,274 |
|
Net cash used in investing activities |
|
(2,362 |
) |
|
|
(1,551 |
) |
|
|
|
|
||||
CASH FLOWS FROM FINANCING ACTIVITIES: |
|
|
|
||||
Proceeds from Business Combination and private offering |
|
— |
|
|
|
76,107 |
|
Payments of Business Combination and private offering transaction costs |
|
— |
|
|
|
(29,031 |
) |
Proceeds from issuance of Trinity debt and warrants, net of debt discount |
|
— |
|
|
|
9,724 |
|
Repayment of Trinity debt |
|
— |
|
|
|
(10,400 |
) |
Repayment of secured term loan with Koito |
|
(45,220 |
) |
|
|
— |
|
Proceeds from issuance of secured term loan with Koito |
|
— |
|
|
|
39,442 |
|
Proceeds from issuance of common stock options |
|
31 |
|
|
|
1,008 |
|
Payment of employee taxes related to vested restricted stock units |
|
(63 |
) |
|
|
— |
|
Proceeds from convertible preferred stock, net of issuance costs |
|
99,884 |
|
|
|
— |
|
Proceeds from issuance of common stock |
|
— |
|
|
|
1,700 |
|
Net cash provided by financing activities |
|
54,632 |
|
|
|
88,550 |
|
|
|
|
|
||||
Effect of exchange rate changes on cash |
|
424 |
|
|
|
1,862 |
|
|
|
|
|
||||
Net increase in cash, cash equivalents and restricted cash |
|
17,171 |
|
|
|
30,864 |
|
Cash, cash equivalents and restricted cash, beginning of period |
|
34,518 |
|
|
|
3,654 |
|
Cash, cash equivalents and restricted cash, end of period |
$ |
51,689 |
|
|
$ |
34,518 |
|