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 income (loss) excluding stock-based compensation, non-recurring transaction expenses, and gain or loss on remeasurement of earnout liability and warrants. Adjusted EBITDA is defined as non-GAAP net loss before interest expenses, 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 Income (Loss) to Non-GAAP Net Loss and Non-GAAP Adjusted EBITDA (In thousands, except share and share data) (unaudited) |
|||||||||||||||
|
Three months ended
|
|
Nine months ended
|
||||||||||||
|
|
2022 |
|
|
|
2021 |
|
|
|
2022 |
|
|
|
2021 |
|
Net income (loss) |
$ |
(17,411 |
) |
|
$ |
(7,862 |
) |
|
$ |
24,631 |
|
|
$ |
(26,422 |
) |
Stock-based compensation |
|
2,368 |
|
|
|
1,263 |
|
|
|
5,954 |
|
|
|
3,339 |
|
Non-recurring transaction expenses |
|
300 |
|
|
|
— |
|
|
|
3,009 |
|
|
|
— |
|
| Loss (gain) on remeasurement of earnout liability |
|
1,440 |
|
|
|
— |
|
|
|
(70,868 |
) |
|
|
— |
|
| Loss (gain) on remeasurement of warrant liability |
|
135 |
|
|
|
— |
|
|
|
(2,549 |
) |
|
|
— |
|
| Non-GAAP net loss |
$ |
(13,168 |
) |
|
$ |
(6,599 |
) |
|
$ |
(39,823 |
) |
|
$ |
(23,083 |
) |
| Interest expense |
|
404 |
|
|
|
— |
|
|
|
1,792 |
|
|
|
— |
|
| Provision for income taxes |
|
5 |
|
|
|
5 |
|
|
|
21 |
|
|
|
16 |
|
| Depreciation and amortization |
|
77 |
|
|
|
55 |
|
|
|
224 |
|
|
|
151 |
|
| Non-GAAP adjusted EBITDA |
$ |
(12,682 |
) |
|
$ |
(6,539 |
) |
|
$ |
(37,786 |
) |
|
$ |
(22,916 |
) |
|
|
|
|
|
|
|
|
|
||||||||
| GAAP net income (loss) per share attributable to common stockholders: |
|
|
|
|
|
|
|
||||||||
| Basic |
$ |
(0.11 |
) |
|
$ |
(0.12 |
) |
|
$ |
0.17 |
|
|
$ |
(0.39 |
) |
| Diluted |
$ |
(0.11 |
) |
|
$ |
(0.12 |
) |
|
$ |
0.16 |
|
|
$ |
(0.39 |
) |
| Non-GAAP net loss per share attributable to common stockholders: |
|
|
|
|
|
|
|
||||||||
| Basic |
$ |
(0.08 |
) |
|
$ |
(0.10 |
) |
|
$ |
(0.28 |
) |
|
$ |
(0.34 |
) |
| Diluted |
$ |
(0.08 |
) |
|
$ |
(0.10 |
) |
|
$ |
(0.28 |
) |
|
$ |
(0.34 |
) |
| Shares used in computing GAAP net income (loss) per share attributable to common stockholders: |
|
|
|
|
|
|
|
||||||||
| Basic |
|
155,689,414 |
|
|
|
67,199,734 |
|
|
|
142,744,165 |
|
|
|
67,000,984 |
|
| Diluted |
|
155,689,414 |
|
|
|
67,199,734 |
|
|
|
152,048,431 |
|
|
|
67,000,984 |
|
| Shares used in computing Non-GAAP net loss per share attributable to common stockholders: |
|
|
|
|
|
|
|
||||||||
| Basic |
|
155,689,414 |
|
|
|
67,199,734 |
|
|
|
142,744,165 |
|
|
|
67,000,984 |
|
| Diluted |
|
155,689,414 |
|
|
|
67,199,734 |
|
|
|
142,744,165 |
|
|
|
67,000,984 |
|
| CEPTON, INC. AND SUBSIDIARIES Condensed Consolidated Balance Sheets (In thousands, except share data) (unaudited) |
|||||||
|
|
September 30,
|
|
December 31,
|
||||
| ASSETS |
|
|
|
||||
|
|
|
|
|
||||
| Current assets: |
|
|
|
||||
| Cash and cash equivalents |
$ |
3,312 |
|
|
$ |
3,654 |
|
| Short-term investments |
|
18,306 |
|
|
|
2,836 |
|
| Accounts receivable, net of allowance for doubtful accounts of $0 and $0, respectively |
|
1,386 |
|
|
|
500 |
|
| Inventories |
|
2,516 |
|
|
|
2,523 |
|
| Right-of-use assets |
|
474 |
|
|
|
— |
|
| Prepaid expenses and other current assets |
|
4,864 |
|
|
|
6,998 |
|
| Total current assets |
|
30,858 |
|
|
|
16,511 |
|
| Property and equipment, net |
|
840 |
|
|
|
480 |
|
| Other assets |
|
1,137 |
|
|
|
293 |
|
| Total assets |
$ |
32,835 |
|
|
$ |
17,284 |
|
|
|
|
|
|
||||
| LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT) |
|
|
|
||||
|
|
|
|
|
||||
| Current liabilities: |
|
|
|
||||
| Accounts payable |
$ |
1,740 |
|
|
$ |
2,547 |
|
| Operating lease liabilities |
|
653 |
|
|
|
— |
|
| Accrued expenses and other current liabilities |
|
3,399 |
|
|
|
2,777 |
|
| Total current liabilities |
|
5,792 |
|
|
|
5,324 |
|
| Long-term debt |
|
9,370 |
|
|
|
— |
|
| Warrant liability |
|
766 |
|
|
|
— |
|
| Earnout liability |
|
4,130 |
|
|
|
— |
|
| Other long-term liabilities |
|
343 |
|
|
|
23 |
|
| Total liabilities |
|
20,401 |
|
|
|
5,347 |
|
|
|
|
|
|
||||
| Commitments and contingencies (Note 17) |
|
|
|
||||
|
|
|
|
|
||||
| Convertible preferred stock: |
|
|
|
||||
| Convertible preferred stock – Par value $0.00001 per share – No shares authorized at September 30, 2022; 22,806,009 shares authorized at December 31, 2021; No shares issued and outstanding at September 30, 2022; 21,671,491 shares issued and outstanding at December 31, 2021 (aggregate liquidation preference of $96.7 million at December 31, 2021) |
|
— |
|
|
|
99,470 |
|
|
|
|
|
|
||||
| Stockholders’ equity (deficit): |
|
|
|
||||
| Preferred stock – Par value $0.00001 per share – 5,000,000 shares authorized at September 30, 2022; No shares authorized at December 31, 2021; No shares issued and outstanding at September 30, 2022 or December 31, 2021 |
|
— |
|
|
|
— |
|
| Common stock – Par value $0.00001 per share – 350,000,000 and 75,000,000 shares authorized at September 30, 2022 and December 31, 2021, respectively; 156,235,659 and 67,645,189 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively |
|
2 |
|
|
|
— |
|
| Class F stock – Par value $0.00001 per share – No shares of Class F stock authorized as of September 30, 2022; 8,402,000 shares authorized at December 31, 2021; No shares of Class F stock issued and outstanding as of September 30, 2022; 8,372,143 shares issued and outstanding at December 31, 2021 |
|
— |
|
|
|
— |
|
| Additional paid-in capital |
|
83,332 |
|
|
|
7,949 |
|
| Accumulated other comprehensive loss |
|
(92 |
) |
|
|
(43 |
) |
| Accumulated deficit |
|
(70,808 |
) |
|
|
(95,439 |
) |
| Total stockholders’ equity (deficit) |
|
12,434 |
|
|
|
(87,533 |
) |
| Total liabilities, convertible preferred stock and stockholders' equity (deficit) |
$ |
32,835 |
|
|
$ |
17,284 |
|
| CEPTON, INC. AND SUBSIDIARIES Condensed Consolidated Statements of Operations (In thousands, except share and per share data) (unaudited) |
|||||||||||||||
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
|
|
2022 |
|
|
|
2021 |
|
|
|
2022 |
|
|
|
2021 |
|
| Lidar sensor and prototype revenue |
$ |
1,778 |
|
|
$ |
656 |
|
|
$ |
4,642 |
|
|
$ |
1,989 |
|
| Development revenue |
|
26 |
|
|
|
1,235 |
|
|
|
1,207 |
|
|
|
1,235 |
|
| Total revenue |
$ |
1,804 |
|
|
$ |
1,891 |
|
|
$ |
5,849 |
|
|
$ |
3,224 |
|
|
|
|
|
|
|
|
|
|
||||||||
| Lidar sensor and prototype cost of revenue |
|
1,872 |
|
|
|
617 |
|
|
|
5,608 |
|
|
|
3,053 |
|
| Development cost of revenue |
|
3 |
|
|
|
376 |
|
|
|
600 |
|
|
|
376 |
|
| Total cost of revenue |
|
1,875 |
|
|
|
993 |
|
|
|
6,208 |
|
|
|
3,429 |
|
| Gross profit (loss) |
|
(71 |
) |
|
|
898 |
|
|
|
(359 |
) |
|
|
(205 |
) |
|
|
|
|
|
|
|
|
|
||||||||
| Operating expenses: |
|
|
|
|
|
|
|
||||||||
| Research and development |
|
8,227 |
|
|
|
6,331 |
|
|
|
24,368 |
|
|
|
17,321 |
|
| Selling, general and administrative |
|
6,722 |
|
|
|
3,520 |
|
|
|
21,954 |
|
|
|
9,992 |
|
| Total operating expenses |
|
14,949 |
|
|
|
9,851 |
|
|
|
46,322 |
|
|
|
27,313 |
|
| Operating loss |
|
(15,020 |
) |
|
|
(8,953 |
) |
|
|
(46,681 |
) |
|
|
(27,518 |
) |
| Other income (expense) |
|
|
|
|
|
|
|
||||||||
| Change in fair value of earnout liability |
|
(1,440 |
) |
|
|
— |
|
|
|
70,868 |
|
|
|
— |
|
| Change in fair value of warrant liability |
|
(135 |
) |
|
|
— |
|
|
|
2,549 |
|
|
|
— |
|
| Other income (expense), net |
|
(493 |
) |
|
|
1,096 |
|
|
|
(487 |
) |
|
|
1,098 |
|
| Interest (expense) income, net |
|
(318 |
) |
|
|
— |
|
|
|
(1,597 |
) |
|
|
14 |
|
| Income (loss) before income taxes |
|
(17,406 |
) |
|
|
(7,857 |
) |
|
|
24,652 |
|
|
|
(26,406 |
) |
| Provision for income taxes |
|
(5 |
) |
|
|
(5 |
) |
|
|
(21 |
) |
|
|
(16 |
) |
|
|
|
|
|
|
|
|
|
||||||||
| Net income (loss) |
$ |
(17,411 |
) |
|
$ |
(7,862 |
) |
|
$ |
24,631 |
|
|
$ |
(26,422 |
) |
|
|
|
|
|
|
|
|
|
||||||||
| Net income (loss) per share, basic |
$ |
(0.11 |
) |
|
$ |
(0.12 |
) |
|
$ |
0.17 |
|
|
$ |
(0.39 |
) |
| Net income (loss) per share, diluted |
$ |
(0.11 |
) |
|
$ |
(0.12 |
) |
|
$ |
0.16 |
|
|
$ |
(0.39 |
) |
| Weighted-average common shares, basic |
|
155,689,414 |
|
|
|
67,199,734 |
|
|
|
142,744,165 |
|
|
|
67,000,984 |
|
| Weighted-average common shares, diluted |
|
155,689,414 |
|
|
|
67,199,734 |
|
|
|
152,048,431 |
|
|
|
67,000,984 |
|
|
|
|
|
|
|
|
|
|
||||||||
| Net income (loss) |
$ |
(17,411 |
) |
|
$ |
(7,862 |
) |
|
$ |
24,631 |
|
|
$ |
(26,422 |
) |
| Other comprehensive income (loss), net of tax: |
|
|
|
|
|
|
|
||||||||
| Changes in unrealized gain (loss) on available-for-sale securities |
|
13 |
|
|
|
— |
|
|
|
(35 |
) |
|
|
(4 |
) |
| Foreign currency translation adjustments |
|
(2 |
) |
|
|
(6 |
) |
|
|
(14 |
) |
|
|
(17 |
) |
| Total other comprehensive income ( loss), net of tax |
|
11 |
|
|
|
(6 |
) |
|
|
(49 |
) |
|
|
(21 |
) |
| Comprehensive income (loss) |
$ |
(17,400 |
) |
|
$ |
(7,868 |
) |
|
$ |
24,582 |
|
|
$ |
(26,443 |
) |
| CEPTON, INC. AND SUBSIDIARIES Condensed Consolidated Statements of Cash Flows (In thousands) (unaudited) |
|||||||
|
|
Nine Months Ended
|
||||||
|
|
|
2022 |
|
|
|
2021 |
|
| CASH FLOWS FROM OPERATING ACTIVITIES: |
|
|
|
||||
| Net income (loss) |
$ |
24,631 |
|
|
$ |
(26,422 |
) |
| Adjustments to reconcile net income (loss) to net cash used in operating activities: |
|
|
|
||||
| Depreciation and amortization |
|
224 |
|
|
|
151 |
|
| Stock-based compensation |
|
5,954 |
|
|
|
3,339 |
|
| Amortization of right-of-use asset |
|
993 |
|
|
|
— |
|
| Amortization, other |
|
838 |
|
|
|
246 |
|
| Change in fair value of earnout liability |
|
(70,868 |
) |
|
|
— |
|
| Change in fair value of warrant liability |
|
(2,549 |
) |
|
|
— |
|
| Loss on disposal of property and equipment |
|
— |
|
|
|
42 |
|
| Gain from debt forgiveness |
|
— |
|
|
|
(1,121 |
) |
| Other |
|
181 |
|
|
|
— |
|
| Changes in operating assets and liabilities: |
|
|
|
||||
| Accounts receivable, net |
|
(886 |
) |
|
|
(490 |
) |
| Inventories |
|
7 |
|
|
|
583 |
|
| Prepaid expenses and other current assets |
|
(472 |
) |
|
|
(4,413 |
) |
| Other long-term assets |
|
(864 |
) |
|
|
(279 |
) |
| Accounts payable |
|
(807 |
) |
|
|
929 |
|
| Accrued expenses and other current liabilities |
|
962 |
|
|
|
1,374 |
|
| Operating lease liabilities |
|
(1,169 |
) |
|
|
— |
|
| Other long-term liabilities |
|
320 |
|
|
|
(1,163 |
) |
| Net cash used in operating activities |
|
(43,505 |
) |
|
|
(27,224 |
) |
|
|
|
|
|
||||
| CASH FLOWS FROM INVESTING ACTIVITIES: |
|
|
|
||||
| Purchases of property and equipment |
|
(584 |
) |
|
|
(162 |
) |
| Purchases of short-term investments |
|
(32,368 |
) |
|
|
(8,455 |
) |
| Proceeds from sales of short-term investments |
|
8,303 |
|
|
|
3,615 |
|
| Proceeds from maturities of short-term investments |
|
8,624 |
|
|
|
28,200 |
|
| Net cash provided by (used in) investing activities |
|
(16,025 |
) |
|
|
23,198 |
|
|
|
|
|
|
||||
| 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 debt and warrants, net of debt discount |
|
9,724 |
|
|
|
— |
|
| Proceeds from issuance of common stock options |
|
707 |
|
|
|
386 |
|
| Proceeds from issuance of common stock |
|
1,700 |
|
|
|
— |
|
| Net cash provided by financing activities |
|
59,207 |
|
|
|
386 |
|
|
|
|
|
|
||||
| Effect of exchange rate changes on cash |
|
(19 |
) |
|
|
(18 |
) |
|
|
|
|
|
||||
| Net decrease in cash and cash equivalents |
|
(342 |
) |
|
|
(3,658 |
) |
| Cash and cash equivalents, beginning of period |
|
3,654 |
|
|
|
11,312 |
|
| Cash and cash equivalents, end of period |
$ |
3,312 |
|
|
$ |
7,654 |
|
