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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 9, 2023
AEYE, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-39699 | 37-1827430 | ||
| (State or other jurisdiction | (Commission File Number) | (IRS Employer Identification No.) | ||
| of incorporation) |
| One Park Place, Suite 200, Dublin, California | 94568 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (925) 400-4366
| (Former Name or Former Address, if Changed Since Last Report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, par value $0.0001 per share | LIDR | The Nasdaq Stock Market LLC |
| Warrants to receive one share of Common Stock | LIDRW | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o On November 9, 2023, AEye, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended September 30, 2023. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
| Item 2.02 | Results of Operations and Financial Condition. |
The information provided in Item 2.02 of this Current Report on Form 8-K (including Exhibit 99.1) is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
| Item 9.01. | Financial Statement and Exhibits. |
(d) Exhibits.
| Exhibit Number | Description |
| 99.1 | Press release dated November 9, 2023. |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
|
|
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 hereunto duly authorized.
| AEye, Inc. | |||
| Dated: November 9, 2023 | |||
| By: | /s/ Andrew S. Hughes | ||
| Andrew S. Hughes | |||
| Senior Vice President, General Counsel & Corporate Secretary | |||
Exhibit 99.1
AEye Reports Third Quarter 2023 Results
Provides Update on Automotive-First Strategy
Significant Reduction in Burn Rate Extending Cash Runway out to 2025
DUBLIN, Calif. -- (BUSINESS WIRE) -- November 9, 2023 -- AEye, Inc. (Nasdaq: LIDR), a global leader in adaptive, high performance lidar solutions, today announced its results for the third quarter ended September 30, 2023.
Management Commentary
“Market conditions are evolving, and we believe the lidar market has shifted from a ‘battle for the best technology’ to a ‘battle for the best path to commercialization.’ We’ve been relentlessly focused on ensuring AEye enters the automotive market with a differentiated and superior product, so we are ready for the transition,” said Matt Fisch, AEye CEO. “We have recently taken decisive steps to optimize our operating and cost structure around our automotive-first strategy and are well positioned with the right technology, business model, and resources to deliver sustained growth and success over the long-term.”
Key Q3 2023 Financial Highlights
“During the quarter, we achieved our goal of reducing our cash burn by 50% since the beginning of the year one quarter sooner than anticipated. We have now aligned our expenses with our automotive-first strategy and have extended our cash runway into 2025. We closed the quarter with a healthy balance sheet, including $45.9 million of cash, and will continue to manage expenses carefully,” said Conor Tierney, AEye CFO. “The continued cost reduction initiatives in the third quarter were the main driver for meeting our GAAP EPS net loss guidance and beating our non-GAAP EPS net loss guidance by one cent.”
| ● | Revenue of $0.2 million in the third quarter of 2023. |
| ● | GAAP net loss was $(17.0) million, or $(0.09) per share, based on 184.1 million weighted average common shares outstanding. |
| ● | Non-GAAP net loss was $(9.5) million, or $(0.05) per share, based on 184.1 million weighted average common shares outstanding. |
| ● | Cash, cash equivalents, and marketable securities were $45.9 million as of September 30, 2023. |
Conference Call and Webcast Details
AEye management will hold a conference call today, November 9, 2023, at 2:00 p.m. Pacific Time (5:00 p.m. Eastern Time) to discuss these results. AEye CEO Matt Fisch and CFO Conor Tierney will host the call, followed by a question-and-answer session.
The webcast and accompanying slides will be accessible via the company’s website at https://investors.aeye.ai/.
Access is also available via:
Conference call: https://bit.ly/AEyeconferencecall
Webcast: https://bit.ly/AEyewebcast
About AEye
AEye’s unique software-defined lidar solution enables advanced driver-assistance, vehicle autonomy, smart infrastructure, and logistics applications that save lives and propel the future of transportation and mobility. AEye’s 4Sight™ Intelligent Sensing Platform, with its adaptive sensor-based operating system, focuses on what matters most: delivering faster, more accurate, and reliable information. AEye’s 4Sight™ products, built on this platform, are ideal for dynamic applications which require precise measurement imaging to ensure safety and performance. AEye has a global presence through its offices in Germany, Korea, and the United States.
Non-GAAP Financial Measures
The non-GAAP measures provided in this press release should not be considered a substitute for, or superior to, measures of financial performance prepared in accordance with generally accepted accounting principles (GAAP) in the United States. A reconciliation between GAAP and non-GAAP financial data is included in the supplemental financial data attached to this press release. Non-GAAP financial measures do not have any standardized meaning and are therefore unlikely to be comparable to similarly titled measures presented by other companies. AEye considers these non-GAAP financial measures to be important because they provide additional insight into the Company’s on-going performance. The Company provides this information to investors for a more consistent basis of comparison and to help investors evaluate the results of the Company’s on-going operations, and to help enable more meaningful period-to-period comparisons. Non-GAAP financial measures are presented only as supplemental information for the purpose of understanding the Company’s operating results. The non-GAAP financial measures should not be considered a substitute for financial information presented in accordance with GAAP.
This press release includes non-GAAP financial measures, including:
| ∙ | Non-GAAP net loss which is defined as GAAP net loss plus stock-based compensation, plus expenses related to the registration statements on Forms S-1 and S-3, plus expenses related to the Common Stock Purchase Agreement, less change in fair value of convertible note and warrant liabilities, plus realized loss on instrument-specific credit risk, plus one-time termination benefits and restructuring costs, plus non-routine write-down of inventory, plus impairment of ROU assets, plus stock issuance costs, plus debt issuance costs; and |
| ∙ | Adjusted EBITDA which is defined as non-GAAP net loss plus depreciation and amortization expense, plus interest expense and other, less interest income and other, plus provision for income tax expense. |
Forward-Looking Statements
Certain statements included in this press release that are not historical facts are forward-looking statements within the meaning of the federal securities laws, including the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements are sometimes accompanied by words such as “believe,” “continue,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “predict,” “plan,” “may,” “should,” “will,” “would,” “potential,” “seem,” “seek,” “outlook,” and similar expressions that predict or indicate future events or trends, or that are not statements of historical matters. Forward-looking statements are predictions, projections, and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Forward looking statements included in this press release include statements about the evolving market conditions in the automotive lidar industry, the differentiation and performance of AEye’s products, the changes to AEye’s operations and cost structure, as well as AEye’s cost reduction initiatives, among others. These statements are based on various assumptions, whether or not identified in this press release.
These forward-looking statements are provided for illustrative purposes only and are not intended to serve as and must not be relied on by an investor as a guarantee, an assurance, a prediction, or a definitive statement of fact or probability. Actual events and circumstances are very difficult or impossible to predict and will differ from the assumptions. Many actual events and circumstances are beyond the control of AEye. Many factors could cause actual future events to differ from the forward-looking statements in this press release, including but not limited to: (i) the risks that market conditions may evolve in a manner not anticipated by AEye such that AEye misses some or all of the market opportunities presented; (ii) the risks that AEye many not have the best path to commercialization amongst its competitors or as defined by the marketplace; (iii) the risks that AEye may be unable to enter the automotive market with a product that the market believes is sufficiently differentiated or superior to the competition; (iv) the risks that AEye may not be ready for the transition in the marketplace, should such transition occur; (v) the risks that the steps taken to optimize AEye’s operating and cost structure may not position AEye with the right technology, business model, or resources to deliver sustained growth and success over the long-term, or otherwise, to the extent anticipated, or at all; (vi) the risks that AEye’s ability to maintain a reduced cash burn may not be sustainable by the company to the extent anticipated, or at all, due to expenses that are unforeseen or otherwise; (vii) the risks that AEye may be unable to extend the company’s cash runway into 2025; (viii) the risks that AEye may be unable to continue to manage expenses to the extent anticipated, or at all; (ix) the risks that lidar adoption occurs slower than anticipated or fails to occur at all; (x) the risks that AEye’s products may not meet the diverse range of performance and functional requirements of target markets and customers; (xi) the risks that AEye’s products may not function as anticipated by AEye, or by target markets and customers; (xii) the risks that AEye may not be in a position to adequately or timely address either the near or long-term opportunities that may or may not exist in the evolving autonomous transportation industry; (xiii) the risks that laws and regulations are adopted impacting the use of lidar that AEye is unable to comply with, in whole or in part; (xiv) the risks associated with changes in competitive and regulated industries in which AEye operates, variations in operating performance across competitors, and changes in laws and regulations affecting AEye’s business; (xv) the risks that AEye is unable to adequately implement its business plans, forecasts, and other expectations, and identify and realize additional opportunities; and (xvi) the risks of economic downturns and a changing regulatory landscape in the highly competitive and evolving industry in which AEye operates. These risks and uncertainties may be amplified by the lingering effects of the COVID-19 pandemic, which continues to cause significant economic uncertainty. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of the periodic report that AEye has most recently filed with the U.S. Securities and Exchange Commission, or the SEC, and other documents filed by us or that will be filed by us from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made.
Readers are cautioned not to put undue reliance on forward-looking statements; AEye assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. AEye gives no assurance that AEye will achieve any of its expectations.
| AEYE, INC. Consolidated Balance Sheets (In thousands) (Unaudited) |
||||||||
| September 30, 2023 | December 31, 2022 | |||||||
| ASSETS | ||||||||
| Current Assets: | ||||||||
| Cash and cash equivalents | $ | 37,149 | $ | 19,064 | ||||
| Marketable securities | 8,743 | 75,135 | ||||||
| Accounts receivable, net | 238 | 617 | ||||||
| Inventories, net | 4,868 | 4,553 | ||||||
| Prepaid and other current assets | 4,509 | 6,181 | ||||||
| Total current assets | 55,507 | 105,550 | ||||||
| Right-of-use assets | 14,397 | 15,502 | ||||||
| Property and equipment, net | 7,787 | 7,665 | ||||||
| Restricted cash | 2,150 | 2,150 | ||||||
| Other noncurrent assets | 1,040 | 2,473 | ||||||
| Total assets | $ | 80,881 | $ | 133,340 | ||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current Liabilities: | ||||||||
| Accounts payable | $ | 4,707 | $ | 3,218 | ||||
| Accrued expenses and other current liabilities | 7,247 | 9,764 | ||||||
| Contract liabilities | 18 | 987 | ||||||
| Convertible notes | — | 8,594 | ||||||
| Total current liabilities | 11,972 | 22,563 | ||||||
| Operating lease liabilities, noncurrent | 15,484 | 16,681 | ||||||
| Other noncurrent liabilities | 82 | 126 | ||||||
| Total liabilities | 27,538 | 39,370 | ||||||
| Stockholders' Equity: | ||||||||
| Preferred stock | — | — | ||||||
| Common stock | 19 | 16 | ||||||
| Additional paid-in capital | 363,176 | 345,742 | ||||||
| Accumulated other comprehensive income (loss) | 1 | (1,279 | ) | |||||
| Accumulated deficit | (309,853 | ) | (250,509 | ) | ||||
| Total stockholders’ equity | 53,343 | 93,970 | ||||||
| Total liabilities and stockholders’ equity | $ | 80,881 | $ | 133,340 | ||||
| AEYE, INC. Consolidated Statements of Operations (In thousands, except share and per share data) (Unaudited) |
||||||||||||||||
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||
| Revenue: | ||||||||||||||||
| Prototype sales | $ | 56 | $ | 652 | $ | 426 | $ | 1,182 | ||||||||
| Development contracts | 132 | 115 | 969 | 1,373 | ||||||||||||
| Total revenue | 188 | 767 | 1,395 | 2,555 | ||||||||||||
| Cost of revenue | 4,479 | 2,708 | 8,651 | 5,617 | ||||||||||||
| Gross loss | (4,291 | ) | (1,941 | ) | (7,256 | ) | (3,062 | ) | ||||||||
| Operating Expenses: | ||||||||||||||||
| Research and development | 5,654 | 8,971 | 20,993 | 28,309 | ||||||||||||
| Sales and marketing | 1,910 | 4,466 | 10,782 | 14,405 | ||||||||||||
| General and administrative | 5,380 | 7,896 | 20,279 | 29,053 | ||||||||||||
| Total operating expenses | 12,944 | 21,333 | 52,054 | 71,767 | ||||||||||||
| Loss from operations | (17,235 | ) | (23,274 | ) | (59,310 | ) | (74,829 | ) | ||||||||
| Other income (expense): | ||||||||||||||||
| Change in fair value of convertible note and warrant liabilities | 12 | 16 | (914 | ) | 125 | |||||||||||
| Interest income and other | 354 | 335 | 932 | 1,109 | ||||||||||||
| Interest expense and other | (174 | ) | (688 | ) | (9 | ) | (1,338 | ) | ||||||||
| Total other income (expense), net | 192 | (337 | ) | 9 | (104 | ) | ||||||||||
| Provision for income tax expense | 5 | 13 | 43 | 39 | ||||||||||||
| Net loss | $ | (17,048 | ) | $ | (23,624 | ) | $ | (59,344 | ) | $ | (74,972 | ) | ||||
| Per Share Data | ||||||||||||||||
| Net loss per common share (basic and diluted) | $ | (0.09 | ) | $ | (0.15 | ) | $ | (0.34 | ) | $ | (0.48 | ) | ||||
| Weighted average common shares outstanding (basic and diluted) | 184,117,531 | 159,312,203 | 172,182,776 | 156,702,000 | ||||||||||||
| AEYE, INC. Consolidated Statements of Cash Flows (In thousands) (Unaudited) |
||||||||
| Nine months ended September 30, | ||||||||
| 2023 | 2022 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | (59,344 | ) | $ | (74,972 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation and amortization | 998 | 794 | ||||||
| Loss on sale of property and equipment, net | 53 | — | ||||||
| Noncash lease expense relating to operating lease right-of-use assets | 1,058 | 993 | ||||||
| Impairment of right-of-use assets | 47 | — | ||||||
| Inventory write-downs, net of scrapped inventory | 3,666 | 576 | ||||||
| Change in fair value of convertible note and warrant liabilities | 914 | (125 | ) | |||||
| Realized loss on instrument-specific credit risk | 46 | — | ||||||
| Stock-based compensation | 14,707 | 18,003 | ||||||
| Realized loss on redemption of marketable securities | — | 77 | ||||||
| Amortization of premiums and accretion of discounts on marketable securities, net of change in accrued interest | 33 | 1,211 | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable, net | 379 | 3,598 | ||||||
| Inventories, current and noncurrent, net | (2,681 | ) | (2,256 | ) | ||||
| Prepaid and other current assets | 1,672 | (445 | ) | |||||
| Other noncurrent assets | 133 | 420 | ||||||
| Accounts payable | 1,494 | (1,236 | ) | |||||
| Accrued expenses and other current liabilities | (2,571 | ) | 220 | |||||
| Operating lease liabilities | (1,143 | ) | (983 | ) | ||||
| Contract liabilities | (969 | ) | (1,400 | ) | ||||
| Net cash used in operating activities | (41,508 | ) | (55,525 | ) | ||||
| Cash flows from investing activities: | ||||||||
| Purchase of property and equipment | (1,421 | ) | (3,402 | ) | ||||
| Proceeds from sale of property and equipment | 243 | — | ||||||
| Purchase of marketable securities | (8,736 | ) | — | |||||
| Proceeds from redemptions and maturities of marketable securities | 76,350 | 93,592 | ||||||
| Net cash provided by investing activities | 66,436 | 90,190 | ||||||
| Cash flows from financing activities: | ||||||||
| Proceeds from exercise of stock options | 450 | 1,032 | ||||||
| Proceeds from the issuance of convertible notes | — | 10,000 | ||||||
| Payments for convertible note redemptions | (6,235 | ) | — | |||||
| Taxes paid related to the net share settlement of equity awards | (1,312 | ) | (4,252 | ) | ||||
| Proceeds from issuance of common stock under the Common Stock Purchase Agreement | 136 | 2,891 | ||||||
| Proceeds from issuance of common stock through Employee Stock Purchase Plan | 118 | — | ||||||
| Stock issuance costs related to the Common Stock Purchase Agreement | — | (29 | ) | |||||
| Net cash (used in) provided by financing activities | (6,843 | ) | 9,642 | |||||
| Net increase in cash, cash equivalents and restricted cash | 18,085 | 44,307 | ||||||
| Cash, cash equivalents and restricted cash at beginning of period | 21,214 | 16,333 | ||||||
| Cash, cash equivalents and restricted cash at end of period | $ | 39,299 | $ | 60,640 | ||||
| AEYE, INC. Reconciliation of GAAP to Non-GAAP Financial Measures (In thousands, except share and per share data) (Unaudited) |
||||||||||||||||
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||
| GAAP net loss | $ | (17,048 | ) | $ | (23,624 | ) | $ | (59,344 | ) | $ | (74,972 | ) | ||||
| Non-GAAP adjustments: | ||||||||||||||||
| Stock-based compensation | 4,084 | 6,106 | 14,707 | 18,003 | ||||||||||||
| Expenses related to registration statement on Form S-1s and Form S-3s | 192 | 54 | 192 | 304 | ||||||||||||
| Expenses related to the Common Stock Purchase Agreement | 41 | — | 41 | — | ||||||||||||
| Change in fair value of convertible note and warrant liabilities | (12 | ) | (16 | ) | 914 | (125 | ) | |||||||||
| Realized loss on instrument-specific credit risk | 46 | — | 46 | — | ||||||||||||
| Stock issuance costs | — | — | — | 28 | ||||||||||||
| Debt issuance costs | — | 437 | — | 437 | ||||||||||||
| One-time termination benefits and restructuring costs | 172 | — | 1,470 | — | ||||||||||||
| Non-routine write-down of inventory | 3,007 | — | 3,007 | — | ||||||||||||
| Impairment of right-of-use assets | — | — | 47 | — | ||||||||||||
| Non-GAAP net loss | $ | (9,518 | ) | $ | (17,043 | ) | $ | (38,920 | ) | $ | (56,325 | ) | ||||
| Depreciation and amortization expense | 332 | 331 | 998 | 794 | ||||||||||||
| Interest income and other | (354 | ) | (335 | ) | (932 | ) | (1,109 | ) | ||||||||
| Interest expense and other | 128 | 307 | (84 | ) | 928 | |||||||||||
| Provision for income tax expense | 5 | 13 | 43 | 39 | ||||||||||||
| Adjusted EBITDA | $ | (9,407 | ) | $ | (16,727 | ) | $ | (38,895 | ) | $ | (55,673 | ) | ||||
| GAAP net loss per share attributable to common stockholders: | ||||||||||||||||
| Basic and diluted | $ | (0.09 | ) | $ | (0.15 | ) | $ | (0.34 | ) | $ | (0.48 | ) | ||||
| Non-GAAP net loss per share attributable to common stockholders: | ||||||||||||||||
| Basic and diluted | $ | (0.05 | ) | $ | (0.11 | ) | $ | (0.23 | ) | $ | (0.36 | ) | ||||
| Shares used in computing GAAP net loss per share attributable to common stockholders: | ||||||||||||||||
| Basic and diluted | 184,117,531 | 159,312,203 | 172,182,776 | 156,702,000 | ||||||||||||
| Shares used in computing Non-GAAP net loss per share attributable to common stockholders: | ||||||||||||||||
| Basic and diluted | 184,117,531 | 159,312,203 | 172,182,776 | 156,702,000 | ||||||||||||
Company Contacts:
Jennifer Deitsch
AEye, Inc.
jennifer@aeye.ai
925-400-4366
Evan Niu, CFA
Financial Profiles, Inc.
eniu@finprofiles.com
310-622-8243
Source: AEye, Inc.