Cepton, Inc. (“Cepton”) (Nasdaq: CPTN), a Silicon Valley
innovator and leader in high performance lidar solutions, today
announced its business updates and financial results for the second
quarter ended June 30, 2024.
“We are in the final stage of RFQ with a Top 10 global
automotive OEM for our long-range lidar, and we anticipate final
decision in the second half of this year,” said Jun Pei, Cepton’s
Co-Founder and CEO. “We are excited about the next stage of
Cepton’s growth to better support our automotive OEM customers in
the commercialization of our lidar technology.”
Business Highlights
- Signed an Agreement and Plan of Merger providing for the
acquisition by Koito Manufacturing Co., Ltd. (“Koito”) on July 29,
2024 of all of the outstanding capital stock of Cepton not owned by
Koito for $3.17 per share in an all-cash transaction . The
transaction is expected to close in the first quarter of 2025,
subject to approval of our stockholders representing at least a
majority of the outstanding shares, regulatory approvals, and other
customary closing conditions.
- Completed key milestones in an engineering services contract
with Koito for our near-range lidar development during Q2’24.
- Continued final sourcing discussions with a Top 10 global
automotive OEM.
- Continued RFQ first round discussions with a Top 3 global
automotive OEM.
- Executed Ultra long-range lidar B-sample demonstrations and
RFI/RFQ discussions with global OEMs.
- Launched Cepton simulator StudioViz to accelerate OEM lidar
adoption.
Financial Highlights
Revenue
- Second quarter 2024 total revenue was $10.4 million, compared
to $2.8 million in the prior year comparable quarter and $1.9
million in the previous sequential quarter.
Net Income, Non-GAAP Net Income, and Per Share Data
- Second quarter 2024 GAAP net income was $0.2 million. Net loss
attributable to common stockholders was $(0.9) million, or $(0.06)
per share, basic and diluted.
- Second quarter 2024 non-GAAP net income was $1.6 million.
Non-GAAP net income attributable to common stockholders was $0.5
million, or $0.03 per share, basic and diluted.
Adjusted EBITDA
- Second quarter 2024 adjusted EBITDA was $1.1 million.
Conference Call Cancelled
Following the previously announced entry into the Agreement and
Plan of Merger with Koito on July 29, 2024 and the pendency of the
transaction, which remains subject to stockholder approval and the
satisfaction of or (to the extent permitted by law) waiver of other
specified closing conditions, Cepton will not host an earnings
conference call.
About Cepton, Inc.
Cepton is a Silicon Valley innovator of lidar-based solutions
for automotive (ADAS/AV), smart cities, smart spaces, and smart
industrial applications. With its patented lidar technology, Cepton
aims to take lidar mainstream and achieve a balanced approach to
performance, cost and reliability, while enabling scalable and
intelligent 3D perception solutions across industries.
Founded in 2016 and led by industry veterans with decades of
collective experience across a wide range of advanced lidar and
imaging technologies, Cepton is focused on the mass market
commercialization of high performance, high quality lidar
solutions. Cepton is headquartered in San Jose, CA, and has a
center of excellence facility in Troy, MI, to provide local support
to automotive customers in the Detroit Metropolitan area. Cepton
also has a presence in Germany to serve a fast-growing global
customer base. For more information, visit www.cepton.com and
follow Cepton on LinkedIn and X (formerly known as Twitter).
Information on or that can be accessed through our website, our
LinkedIn and X accounts, or that is contained in any website to
which a hyperlink is provided herein is not part of this press
release.
Forward-Looking Statements
This press release includes “forward-looking statements” within
the meaning of the “safe harbor” provisions of the United States
Private Securities Litigation Reform Act of 1995. All statements
other than statements of historical or current fact included in
this press release are forward-looking statements. The statements
included above as well as any other statements that refer to
projections, forecasts or other characterizations of future events
or circumstances, including any underlying assumptions, are
forward-looking statements. Forward-looking statements may be
identified by the use of words such as “estimate,” “objective,”
“plan,” “project,” “forecast,” “intend,” “will,” “expect,”
“anticipate,” “believe,” “seek,” “target,” “milestone,” “designed
to,” “proposed” or other similar expressions that predict or imply
future events or trends or that are not statements of historical
matters. Cepton cautions readers of this press release that these
forward-looking statements are subject to risks and uncertainties,
most of which are difficult to predict and many of which are beyond
Cepton’s control, that could cause the actual results to differ
materially from the expected results. These forward-looking
statements include, but are not limited to, statements estimates
and forecasts of financial and performance metrics, projections of
market opportunity and market share, statements regarding potential
benefits and the commercial attractiveness to its customers of
Cepton’s products and services, the potential success of Cepton’s
marketing and expansion strategies, and the potential for Cepton to
achieve design awards.
These statements are based on various assumptions, whether or
not identified in this press release, and on the current
expectations of Cepton’s management and are not predictions of
actual performance. These forward-looking statements are provided
for illustrative purposes only and are not intended to serve as,
and must not be relied on by any investor as, a guarantee, an
assurance, a prediction or a definitive statement of fact or
probability. Actual events and circumstances are difficult or
impossible to predict and will differ from assumptions. These
forward-looking statements are subject to a number of risks and
uncertainties, including (1) Cepton’s pending transaction with
Koito, including its ability to close such transaction in a timely
manner or at all; (2) the conditions affecting the markets in which
Cepton operates; (3) the success of Cepton’s strategic
relationships, including with Koito, which is not exclusive; (4)
fluctuations in sales by Cepton’s major customers; (5) fluctuations
in capital spending in the automotive and smart infrastructure
markets; (6) negative impact on the global economy and capital
markets resulting from macroeconomic conditions, including
inflation and rising interest rates, the effects of public health
crises, and the potential impact of geopolitical conflicts, such as
the ongoing conflicts in Ukraine and the Middle East; (7) changes
in applicable laws or regulations; (8) the possibility that
Cepton’s business may be adversely affected by other economic,
business, or competitive factors; (9) the risk that current trends
in the automotive and smart infrastructure markets decelerate or do
not continue; (10) errors or material differences in Cepton’s
estimates and expectations for its financial performance and
growth, including when Cepton will generate positive cash flow from
operations; (11) risks relating to the uncertainty of projected
financial and operating information, including whether Cepton will
be able to achieve its target milestones, its pricing and sales
volume targets, and win the engagements contemplated in its
projected pipeline, and the ability of OEMs and other strategic
partners to re-source or cancel vehicle or technology programs;
(12) risks related to future market adoption of Cepton’s offerings;
(13) risks related to Cepton’s marketing and growth strategies;
(14) the effects of competition on Cepton’s future business; (15)
Cepton’s ability to issue equity or equity-linked securities in the
future; (16) Cepton’s ability to raise funding on reasonable terms
as necessary to develop its products in the timeframe contemplated
by its business plan, and to comply with the terms of any
restrictive, financial or other covenants in the agreements
governing such funding, including the consent and other rights
granted to Koito as part of Koito’s convertible preferred stock
investment; (17) Cepton’s ability to execute its business plans and
strategy; (18) the outcome of any legal proceedings that may be
instituted against Cepton, including any related to the business
combination with Growth Capital Acquisition Corp.; (19) risks
related to the new series production award differing from Cepton’s
expectations, or that the arrangement can be terminated or may not
materialize into a long-term contract partnership arrangement, and
the new engineering services contract with Koito relating thereto;
and (20) the other risks and uncertainties indicated from time to
time in the reports and documents Cepton files with the Securities
and Exchange Commission (the “SEC”), including in its Annual Report
on Form 10-K and Quarterly Reports on Form 10-Q. If any of these
risks materialize or any of Cepton’s assumptions prove incorrect,
actual results could differ materially from the results implied by
these forward-looking statements. There may be additional risks
that Cepton does not presently know or that Cepton currently
believes are immaterial that could also cause actual results to
differ from those contained in the forward-looking statements. In
addition, forward-looking statements reflect Cepton’s expectations,
plans or forecasts of future events and views as of the date of
this press release. Cepton anticipates that subsequent events and
developments will cause its assessments to change. These
forward-looking statements should not be relied upon as
representing Cepton’s assessments as of any date subsequent to the
date of this press release. Accordingly, undue reliance should not
be placed upon the forward-looking statements. Cepton undertakes no
obligation to update any forward-looking statement to reflect
events or circumstances after the date on which the statement is
made or to reflect the occurrence of unanticipated events, except
as required by law.
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 income (loss) and adjusted
EBITDA, have not been prepared in accordance with generally
accepted accounting principles in the United States (“GAAP”).
Non-GAAP net income (loss) is defined as GAAP net income (loss)
excluding stock-based compensation, realizable gain from series
production award cancellation loss recovery, non-recurring
transaction expenses, gain on sales of property and equipment, gain
or loss on changes in fair value of earnout liability and warrants,
foreign currency transaction loss, net, and loss on extinguishment
of debt. As a result of the cancellation of the GM series
production award in December 2023, Cepton submitted a project
investment cost recovery claim and realized a gain from project
cancellation cost recovery in the six months ended June 30, 2024.
This gain is excluded from the calculation of Non-GAAP net income
(loss). Adjusted EBITDA is defined as Non-GAAP net income (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
Income (Loss) to Non-GAAP Net Income (Loss) and Non-GAAP Adjusted
EBITDA
(In thousands, except share and
per share data)
(unaudited)
Three Months Ended June
30,
Six Months Ended June
30,
2024
2023 (1)
2024
2023 (1)
Net income (loss)
$
181
$
(14,190
)
$
(6,652
)
$
(28,932
)
Stock-based compensation
1,498
3,307
2,424
4,654
Gain from project cancellation cost
recovery
—
—
(4,000
)
—
Non-recurring transaction expenses
62
—
1,622
2,709
Gain on sales of property and
equipment
(60
)
—
(60
)
—
Gain (loss) on change in fair value of
earnout liability
(59
)
26
(59
)
(736
)
Loss (gain) on change in fair value of
warrant liability
11
(36
)
18
(130
)
Foreign currency transaction loss, net
—
—
—
750
Loss on extinguishment of debt
—
—
—
1,123
Non-GAAP net income (loss)
$
1,633
$
(10,893
)
$
(6,707
)
$
(20,562
)
Interest income, net
(613
)
(917
)
(1,267
)
(1,216
)
(Benefit) provision for income taxes
(21
)
3
(14
)
3
Depreciation and amortization
101
167
204
235
Adjusted EBITDA
$
1,100
$
(11,640
)
$
(7,784
)
$
(21,540
)
Net income (loss)
$
181
$
(14,190
)
$
(6,652
)
$
(28,932
)
Less: cumulative preferred stock
dividends
(1,118
)
(1,071
)
(2,224
)
(1,909
)
Net loss attributable to common
stockholders
$
(937
)
$
(15,261
)
$
(8,876
)
$
(30,841
)
Non-GAAP net income (loss)
$
1,633
$
(10,893
)
$
(6,707
)
$
(20,562
)
Less: cumulative preferred stock
dividends
(1,118
)
(1,071
)
(2,224
)
(1,909
)
Non-GAAP net income (loss) attributable
to common stockholders
$
515
$
(11,964
)
$
(8,931
)
$
(22,471
)
GAAP net loss per share attributable to
common stockholders:
Basic
$
(0.06
)
$
(0.97
)
$
(0.56
)
$
(1.96
)
Diluted
$
(0.06
)
$
(0.97
)
$
(0.56
)
$
(1.96
)
Non-GAAP net income (loss) per share
attributable to common stockholders:
Basic
$
0.03
$
(0.76
)
$
(0.56
)
$
(1.43
)
Diluted
$
0.03
$
(0.76
)
$
(0.56
)
$
(1.43
)
Shares used in computing GAAP net loss
per share attributable to common stockholders:
Basic
15,978,032
15,737,917
15,933,150
15,708,102
Diluted
15,978,032
15,737,917
15,933,150
15,708,102
Shares used in computing Non-GAAP net
income (loss) per share attributable to common
stockholders:
Basic
15,978,032
15,737,917
15,933,150
15,708,102
Diluted
16,238,148
15,737,917
15,933,150
15,708,102
(1)
Prior period figures are presented as
adjusted for the one-for-ten reverse stock split of Cepton’s issued
common stock (the “Reverse Stock Split”) effective on September 21,
2023.
CEPTON, INC. AND
SUBSIDIARIES
Condensed Consolidated Balance
Sheets
(In thousands, except share
data)
(unaudited)
June 30, 2024
December 31,
2023
ASSETS
Current assets:
Cash and cash equivalents
$
56,021
$
50,406
Short-term investments
—
5,969
Accounts receivable, net of allowance for
credit losses of $0 and $0
333
3,625
Inventories
1,235
2,396
Prepaid expenses and other current
assets
3,393
1,253
Total current assets
60,982
63,649
Property and equipment, net
1,249
1,450
Restricted cash
1,283
1,283
Other assets
9,167
10,067
Total assets
$
72,681
$
76,449
LIABILITIES, CONVERTIBLE PREFERRED
STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable
$
2,877
$
1,128
Operating lease liabilities, current
2,045
1,875
Accrued expenses and other current
liabilities
3,833
4,066
Total current liabilities
8,755
7,069
Warrant liability
61
43
Earnout liability
34
93
Operating lease liabilities,
non-current
7,635
8,720
Total liabilities
16,485
15,925
Commitments and contingencies (Note
17)
Convertible preferred stock with a related
party:
Convertible preferred stock – Par value
$0.00001 per share – 5,000,000 shares authorized; 100,000 shares
issued and outstanding (aggregate liquidation preference of $106.3
million and $104.1 million)
98,891
98,891
Stockholders’ equity (deficit):
Common stock – Par value $0.00001 per
share – 35,000,000 shares authorized; 16,043,207 and 15,861,494
shares issued and outstanding
—
—
Additional paid-in capital
98,913
96,583
Accumulated other comprehensive loss
(351
)
(345
)
Accumulated deficit
(141,257
)
(134,605
)
Total stockholders’ equity (deficit)
(42,695
)
(38,367
)
Total liabilities, convertible preferred
stock and stockholders’ equity (deficit)
$
72,681
$
76,449
CEPTON, INC. AND
SUBSIDIARIES
Condensed Consolidated
Statements of Operations
(In thousands, except share and
per share data)
(unaudited)
Three Months Ended June
30,
Six Months Ended June
30,
2024
2023 (1)
2024
2023 (1)
Lidar sensor and prototype revenue
$
374
$
2,771
$
1,515
$
4,011
Development revenue
10,054
16
10,859
261
Total revenue
10,428
2,787
12,374
4,272
Lidar sensor and prototype cost of
revenue
976
2,348
2,188
3,796
Development cost of revenue
3,098
5
3,409
116
Total cost of revenue
4,074
2,353
5,597
3,912
Gross profit
6,354
434
6,777
360
Operating expenses:
Research and development
3,234
9,365
8,888
16,603
Selling, general and administrative
3,709
6,185
9,973
12,916
Total operating expenses
6,943
15,550
18,861
29,519
Operating loss
(589
)
(15,116
)
(12,084
)
(29,159
)
Other income (expense):
Gain (loss) on change in fair value of
earnout liability
59
(26
)
59
736
(Loss) gain on change in fair value of
warrant liability
(11
)
36
(18
)
130
Other income, net
88
2
4,110
21
Loss on extinguishment of debt
—
—
—
(1,123
)
Foreign currency transaction loss, net
—
—
—
(750
)
Interest income, net
613
917
1,267
1,216
Income (loss) before income taxes
160
(14,187
)
(6,666
)
(28,929
)
Benefit (provision) for income taxes
21
(3
)
14
(3
)
Net income (loss)
$
181
$
(14,190
)
$
(6,652
)
$
(28,932
)
Less: cumulative preferred stock
dividends
(1,118
)
(1,071
)
(2,224
)
(1,909
)
Net loss attributable to common
stockholders
$
(937
)
$
(15,261
)
$
(8,876
)
$
(30,841
)
Net loss per share attributable to common
stockholders, basic
$
(0.06
)
$
(0.97
)
$
(0.56
)
$
(1.96
)
Net loss per share attributable to common
stockholders, diluted
$
(0.06
)
$
(0.97
)
$
(0.56
)
$
(1.96
)
Weighted-average common shares, basic
15,978,032
15,737,917
15,933,150
15,708,102
Weighted-average common shares,
diluted
15,978,032
15,737,917
15,933,150
15,708,102
(1)
Prior period figures are presented as
adjusted for the Reverse Stock Split effective on September 21,
2023.
CEPTON, INC. AND
SUBSIDIARIES
Condensed Consolidated
Statements of Cash Flows
(In thousands)
(unaudited)
Six Months Ended June
30,
2024
2023
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net loss
$
(6,652
)
$
(28,932
)
Adjustments to reconcile net loss to net
cash used in operating activities:
Depreciation and amortization
204
235
Stock-based compensation
2,424
4,654
Amortization of right-of-use asset
826
773
Gain on sales of property and
equipment
(60
)
—
Accretion, other
(25
)
(373
)
Gain on change in fair value of earnout
liability
(59
)
(736
)
Loss (gain) on change in fair value of
warrant liability
18
(130
)
Foreign currency transaction loss, net
—
750
Loss from extinguishment of debt
—
1,123
Changes in operating assets and
liabilities:
Accounts receivable, net
3,292
(791
)
Inventories
1,161
(1,216
)
Prepaid expenses and other current
assets
(2,140
)
1,958
Other long-term assets
74
202
Accounts payable
1,749
741
Accrued expenses and other current
liabilities
(232
)
791
Operating lease liabilities
(915
)
(289
)
Net cash used in operating activities
(335
)
(21,240
)
CASH FLOWS FROM INVESTING
ACTIVITIES:
Purchases of property and equipment
(3
)
(1,186
)
Purchases of short-term investments
—
(37,806
)
Proceeds from sales of property and
equipment
60
—
Proceeds from maturities of short-term
investments
6,000
5,200
Net cash provided by (used in) investing
activities
6,057
(33,792
)
CASH FLOWS FROM FINANCING
ACTIVITIES:
Proceeds from convertible preferred stock
with a related party, net of transaction costs
—
99,884
Repayment of secured term loan from a
related party
—
(45,220
)
Proceeds from issuance of common stock
options
4
13
Payments of employee taxes related to
vested restricted stock units
(98
)
(63
)
Net cash (used in) provided by financing
activities
(94
)
54,614
Effect of exchange rate changes on
cash
(13
)
429
Net increase in cash, cash equivalents and
restricted cash
5,615
11
Cash, cash equivalents and restricted
cash, beginning of period
51,689
34,518
Cash, cash equivalents and restricted
cash, end of period
$
57,304
$
34,529
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version on businesswire.com: https://www.businesswire.com/news/home/20240812426762/en/
Cepton, Inc.
Investors: InvestorRelations@cepton.com
Media: Chelsie Brecht media@cepton.com
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