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 third
quarter ended September 30, 2024.
“As we enter the fourth and final quarter of 2024, we are making
significant strides in the commercialization of our lidar
technology,” said Jun Pei, Cepton’s Co-Founder and CEO. “With an
RFQ with a Top 10 global automotive OEM for our long-range lidar in
its final stages and a growing pipeline of opportunities, we are
well-positioned to further strengthen our leadership in the
automotive lidar market. Additionally, the recently announced
acquisition by Koito underscores our shared vision for long-term
growth and innovation. As we work toward completing this
transaction, our focus remains on executing our strategy, deepening
OEM partnerships, and driving the adoption of our advanced lidar
solutions across key industries.”
Business Highlights
- On July 29, 2024, Cepton signed an Agreement and Plan of Merger
providing for the acquisition by KOITO MANUFACTURING CO., LTD.
(“Koito”) (TSE: 7276) of all of the outstanding common stock of
Cepton not owned by Koito for $3.17 per share in an all-cash
transaction, other than those shares expected to be contributed to
a wholly owned subsidiary of Koito by certain executives of Cepton.
The proposed transaction with Koito 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.
- Continued execution for the final phase of long-range lidar RFQ
with a Top 10 global automotive OEM.
- Continued execution for our OEM awarded business for near-range
lidar development.
- Achieved next major milestone for near-range lidar industrial
vehicles business.
Financial Highlights
Revenue
- Third quarter 2024 total revenue was $0.5 million, compared to
$3.8 million in the prior year comparable quarter, a decrease of
$3.3 million.
Net Loss, Non-GAAP Net Loss, and Per Share Data
- Third quarter 2024 GAAP net loss was $10.6 million. Net loss
attributable to common stockholders was $11.8 million, or $(0.73)
per share, basic and diluted.
- Third quarter 2024 non-GAAP net loss was $7.5 million. Non-GAAP
net loss attributable to common stockholders was $8.6 million, or
$(0.53) per share, basic and diluted.
Adjusted EBITDA
- Third quarter 2024 adjusted EBITDA was $(8.0) million.
No Conference Call This Quarter
Due to the previously announced entry into the Agreement and
Plan of Merger with Koito on July 29, 2024 and the pendency of the
proposed 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 this quarter.
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 regarding the
Company’s expectations, plans and opinions regarding the proposed
transaction with Koito, 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 proposed transaction with
Koito, including its ability to close such proposed 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 such as inflation,
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 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 excluding stock-based compensation, gain
from project cancellation cost recovery, contingent loss,
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 nine months ended
September 30, 2024. In the three and nine months ended September
30, 2024, Cepton also incurred a contingent loss from the project
loss claims from our contract manufacturers affected by the GM
series production award cancellation. Both the gain from project
cancellation loss recovery and the contingent loss from project
loss claims are 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 to Non-GAAP Net Loss and Non-GAAP Adjusted EBITDA
(In thousands, except share and
per share data)
(unaudited)
Three Months Ended
September 30,
Nine Months Ended
September 30,
2024
2023
2024
2023
Net loss
$
(10,642
)
$
(11,294
)
$
(17,294
)
$
(40,226
)
Stock-based compensation
1,269
2,335
3,693
6,989
Gain from project cancellation cost
recovery
—
—
(4,000
)
—
Contingent loss
349
—
349
—
Non-recurring transaction expenses
1,563
—
3,185
—
Loss (gain) on sales of property and
equipment
1
—
(59
)
—
Gain on change in fair value of earnout
liability
—
(91
)
(59
)
(827
)
Loss (gain) on change in fair value of
warrant liability
5
(169
)
23
(299
)
Foreign currency transaction loss, net
—
7
—
757
Loss on extinguishment of debt
—
—
—
1,123
Non-GAAP net loss
$
(7,455
)
$
(9,212
)
$
(14,162
)
$
(32,483
)
Interest income, net
(622
)
(799
)
(1,889
)
(2,015
)
(Benefit) provision for income taxes
—
—
(14
)
3
Depreciation and amortization
98
135
302
370
Adjusted EBITDA
$
(7,979
)
$
(9,876
)
$
(15,763
)
$
(34,125
)
Net loss
$
(10,642
)
$
(11,294
)
$
(17,294
)
$
(40,226
)
Less: cumulative preferred stock
dividends
(1,130
)
(1,083
)
(3,353
)
(2,992
)
Net loss attributable to common
stockholders
$
(11,772
)
$
(12,377
)
$
(20,647
)
$
(43,218
)
Non-GAAP net loss
$
(7,455
)
$
(9,212
)
$
(14,162
)
$
(32,483
)
Less: cumulative preferred stock
dividends
(1,130
)
(1,083
)
(3,353
)
(2,992
)
Non-GAAP net loss attributable to
common stockholders
$
(8,585
)
$
(10,295
)
$
(17,515
)
$
(35,475
)
GAAP net loss per share attributable to
common stockholders:
Basic
$
(0.73
)
$
(0.78
)
$
(1.29
)
$
(2.74
)
Diluted
$
(0.73
)
$
(0.78
)
$
(1.29
)
$
(2.74
)
Non-GAAP net loss per share
attributable to common stockholders:
Basic
$
(0.53
)
$
(0.65
)
$
(1.10
)
$
(2.25
)
Diluted
$
(0.53
)
$
(0.65
)
$
(1.10
)
$
(2.25
)
Shares used in computing GAAP net loss
per share attributable to common stockholders:
Basic
16,047,213
15,834,152
15,971,448
15,750,586
Diluted
16,047,213
15,834,152
15,971,448
15,750,586
Shares used in computing Non-GAAP net
loss per share attributable to common stockholders:
Basic
16,047,213
15,834,152
15,971,448
15,750,586
Diluted
16,047,213
15,834,152
15,971,448
15,750,586
CEPTON, INC. AND
SUBSIDIARIES
Condensed Consolidated Balance
Sheets
(In thousands, except share
data)
(unaudited)
September 30,
2024
December 31,
2023
ASSETS
Current assets:
Cash and cash equivalents
$
47,651
$
50,406
Short-term investments
—
5,969
Accounts receivable, net of allowance for
credit losses of $0 and $0
556
3,625
Inventories
1,048
2,396
Prepaid expenses and other current
assets
3,060
1,253
Total current assets
52,315
63,649
Property and equipment, net
1,150
1,450
Restricted cash
1,283
1,283
Other assets
8,703
10,067
Total assets
$
63,451
$
76,449
LIABILITIES, CONVERTIBLE PREFERRED
STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable
$
2,416
$
1,128
Operating lease liabilities, current
2,141
1,875
Accrued expenses and other current
liabilities
4,914
4,066
Total current liabilities
9,471
7,069
Warrant liability
66
43
Earnout liability
34
93
Operating lease liabilities,
non-current
7,063
8,720
Total liabilities
16,634
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 $107.4
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; 16,051,981 and 15,861,494
shares issued and outstanding
—
—
Additional paid-in capital
100,177
96,583
Accumulated other comprehensive loss
(352
)
(345
)
Accumulated deficit
(151,899
)
(134,605
)
Total stockholders’ equity (deficit)
(52,074
)
(38,367
)
Total liabilities, convertible preferred
stock and stockholders’ equity (deficit)
$
63,451
$
76,449
CEPTON, INC. AND
SUBSIDIARIES
Condensed Consolidated
Statements of Operations
(In thousands, except share and
per share data)
(unaudited)
Three Months Ended
September 30,
Nine Months Ended
September 30,
2024
2023
2024
2023
Lidar sensor and prototype revenue
$
466
$
3,802
$
1,981
$
7,813
Development revenue
81
31
10,940
292
Total revenue
547
3,833
12,921
8,105
Lidar sensor and prototype cost of
revenue
600
3,339
2,788
7,135
Development cost of revenue
29
—
3,438
116
Total cost of revenue
629
3,339
6,226
7,251
Gross (loss) profit
(82
)
494
6,695
854
Operating expenses:
Research and development
5,524
6,706
14,412
23,309
Selling, general and administrative
5,332
6,136
15,305
19,052
Total operating expenses
10,856
12,842
29,717
42,361
Operating loss
(10,938
)
(12,348
)
(23,022
)
(41,507
)
Other income (expense):
Gain on change in fair value of earnout
liability
—
91
59
827
(Loss) gain on change in fair value of
warrant liability
(5
)
169
(23
)
299
Other (expense) income, net
(321
)
2
3,789
23
Loss on extinguishment of debt
—
—
—
(1,123
)
Foreign currency transaction loss, net
—
(7
)
—
(757
)
Interest income, net
622
799
1,889
2,015
Loss before income taxes
(10,642
)
(11,294
)
(17,308
)
(40,223
)
Benefit (provision) for income taxes
—
—
14
(3
)
Net loss
$
(10,642
)
$
(11,294
)
$
(17,294
)
$
(40,226
)
Less: cumulative preferred stock
dividends
(1,130
)
(1,083
)
(3,353
)
(2,992
)
Net loss attributable to common
stockholders
$
(11,772
)
$
(12,377
)
$
(20,647
)
$
(43,218
)
Net loss per share attributable to common
stockholders, basic
$
(0.73
)
$
(0.78
)
$
(1.29
)
$
(2.74
)
Net loss per share attributable to common
stockholders, diluted
$
(0.73
)
$
(0.78
)
$
(1.29
)
$
(2.74
)
Weighted-average common shares, basic
16,047,213
15,834,152
15,971,448
15,750,586
Weighted-average common shares,
diluted
16,047,213
15,834,152
15,971,448
15,750,586
CEPTON, INC. AND
SUBSIDIARIES
Condensed Consolidated
Statements of Cash Flows
(In thousands)
(unaudited)
Nine Months Ended
September 30,
2024
2023
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net loss
$
(17,294
)
$
(40,226
)
Adjustments to reconcile net loss to net
cash used in operating activities:
Depreciation and amortization
302
370
Stock-based compensation
3,693
6,989
Amortization of right-of-use asset
1,253
1,177
Gain on sales of property and
equipment
(59
)
—
Accretion, other
(25
)
(682
)
Gain on change in fair value of earnout
liability
(59
)
(827
)
Loss (gain) on change in fair value of
warrant liability
23
(299
)
Foreign currency transaction loss, net
—
757
Loss from extinguishment of debt
—
1,123
Changes in operating assets and
liabilities:
Accounts receivable, net
3,068
(802
)
Inventories
1,348
(941
)
Prepaid expenses and other current
assets
(1,806
)
2,974
Other long-term assets
111
202
Accounts payable
1,288
(805
)
Accrued expenses and other current
liabilities
848
1,144
Operating lease liabilities
(1,391
)
(680
)
Net cash used in operating activities
(8,700
)
(30,526
)
CASH FLOWS FROM INVESTING
ACTIVITIES:
Purchases of property and equipment
(3
)
(1,292
)
Purchases of short-term investments
—
(37,806
)
Proceeds from sales of property and
equipment
60
—
Proceeds from maturities of short-term
investments
6,000
25,200
Net cash provided by (used in) investing
activities
6,057
(13,898
)
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
22
Payments of employee taxes related to
vested restricted stock units
(103
)
(63
)
Net cash (used in) provided by financing
activities
(99
)
54,623
Effect of exchange rate changes on
cash
(13
)
426
Net (decrease) increase in cash, cash
equivalents and restricted cash
(2,755
)
10,625
Cash, cash equivalents and restricted
cash, beginning of period
51,689
34,518
Cash, cash equivalents and restricted
cash, end of period
$
48,934
$
45,143
View source
version on businesswire.com: https://www.businesswire.com/news/home/20241107072328/en/
Cepton, Inc. Contacts Investors:
InvestorRelations@cepton.com Media: Faithy Li, media@cepton.com
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