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 13, 2023
PERASO INC. |
(Exact Name of Registrant as Specified in Charter) |
000-32929
(Commission File Number)
Delaware |
77-0291941 |
|
|
(State or Other Jurisdiction of Incorporation) |
(I.R.S. Employer Identification Number) |
2309 Bering Dr.
San Jose, California 95131
(Address of principal executive offices, with zip code)
((408)) 418-7500
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ |
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 $0.001 per share |
PRSO |
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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
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. ☐
Item 2.02 Results of Operations and Financial Condition.
On November 13, 2023, Peraso Inc. (the “Company”) issued a press release announcing its financial results for the three and nine months ended September 30, 2023. A copy of this press release is furnished as Exhibit 99.1 to this report. The press release should be read in conjunction with the cautionary language regarding forward-looking statements, which are included in the text of the release.
In addition to disclosing financial results calculated in accordance with U.S. generally accepted accounting principles (“GAAP”), management also presents information regarding the Company’s performance over comparable periods based on cost of goods sold, operating expenses (research and development and sales, general and administrative), operating income (loss), net income (loss) and net income (loss) per share, exclusive of stock-based compensation, amortization of intangible assets and change in fair value of warrant liability. Because management discloses financial measures calculated without taking into account these items, these financial measures are characterized as “non-GAAP financial measures” under Securities and Exchange Commission rules.
Stock-based compensation charges represent non-cash charges related to equity awards granted by the Company. Although these are recurring charges to the Company’s operations, management believes the measurement of these amounts can vary considerably from period to period and depend substantially on factors that are not a direct consequence of operating performance that is within management’s control. Thus, management believes that excluding these charges facilitates comparisons of the Company’s operational performance in different periods, as well as with similarly determined non-GAAP financial measures of comparable companies.
The Company’s non-GAAP financial measures also exclude amortization of intangibles recorded from the Company’s acquisition of Peraso Technologies Inc. in December 2021. Management believes the amortization does not represent operating expenses ordinarily incurred by the Company with respect to its core business. Thus, these charges are excluded from the Company’s non-GAAP financial measures to provide another basis for evaluating and comparing the Company’s performance for the three and nine months ended September 30, 2023.
Adjusted EBITDA is GAAP net income (loss), as reported on the Company’s consolidated statements of operations, excluding stock-based compensation, amortization of intangible assets, change in fair value of warrant liability, interest expense, depreciation, and the provision (benefit) for income taxes.
Management and the Company’s board of directors will continue to analyze the historical consolidated results of operations and comprehensive income (loss) (revenue, cost of goods sold, research and development expenses, selling, general and administrative expenses, operating income (loss), net income (loss) and net income (loss) per share) and adjusted EBITDA to assess the business and compare operating results to the Company’s performance objectives. For example, the Company’s budgeting and planning process utilizes these non-GAAP financial measures.
The Company discloses these non-GAAP financial measures to the public as an additional means by which investors can assess the Company’s performance and to identify the Company’s operating results for investors on the same basis applied by management. The non-GAAP financial measures disclosed by the Company should not be considered a substitute for, or superior to, financial measures calculated in accordance with GAAP, and the financial results calculated in accordance with GAAP and reconciliations to those financial statements should be carefully evaluated. The non-GAAP financial measures used by the Company may be calculated differently from, and, therefore, may not be comparable to, similarly titled measures used by other companies. The Company has furnished reconciliations of the non-GAAP financial measures to the most directly comparable GAAP financial measures in the press release furnished as Exhibit 99.1.
Moreover, although these non-GAAP financial measures adjust expense, they should not be viewed as a pro-forma presentation reflecting the elimination of the underlying share-based compensation programs, which are an important element of the Company’s compensation structure. GAAP requires that all forms of share-based payments should be valued and included, as appropriate, in results of operations. Management believes these expenses are a material part of the Company’s operating results.
| 2 |
The information contained in this Current Report on Form 8-K and Exhibit 99.1 hereto 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 to 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 8.01 Other Events.
On November 7, 2023, the Company implemented an employee lay-off and terminated certain consulting positions (the “Reductions”) to further reduce the Company’s operating expense and cash burn, as the Company prioritizes business activities and projects that it believes will have a higher return on investment. The Reductions impacted 19 full-time equivalent positions, or approximately 28% of the Company’s workforce. As part of the Reductions, the Company implemented a temporary lay-off that impacted employees of its Canadian subsidiary, and the Company will determine in 2024 whether business conditions will permit the recall of the impacted employees.
If the Company does not recall the impacted Canadian employees, the Company estimates that the total non-recurring charges will approximate $0.5 million to $1.0 million in connection with the Reductions, primarily consisting of severance payments, notice pay, and employee benefit payments. The Company expects that the majority of the charges would be incurred by the second quarter of 2024. Potential position eliminations are subject to legal requirements that vary by jurisdiction, which may extend this process. The charges that the Company expects to incur are subject to a number of assumptions, including legal requirements in various jurisdictions, and actual expenses may differ materially from the estimates disclosed above.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
|
Description |
|
|
|
|
||
|
|
|
104 |
|
The cover page of this Current Report on Form 8-K, formatted in Inline XBRL |
| 3 |
SIGNATURE
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.
| PERASO INC. | |||
| Date: November 13, 2023 | By: | /s/ James Sullivan | |
|
|
James Sullivan | |
| Title | |||
| Chief Financial Officer | |||
| 4 |
EXHIBIT 99.1

Peraso Announces Third Quarter 2023 Results
Total Revenue Increased 87% Sequentially and 36% Year-over-Year;
GAAP Gross Margin Expanded Sequentially to 45.4%, Non-GAAP to 58.0%
SAN JOSE, Calif., November 13, 2023 – Peraso Inc. (NASDAQ: PRSO) (“Peraso” or the “Company”), a global leader in mmWave technology for 60 GHz unlicensed and 5G licensed networks, today announced financial results for the third quarter ended September 30, 2023.
Management Commentary
“Our third quarter financial results marked a significant improvement over the prior quarter, as we commenced initial shipments against a large order backlog associated with the end-of-life for our memory integrated circuit products (memory IC products),” commented Ron Glibbery, CEO of Peraso. “The increased revenue contribution from our higher margin memory IC products, combined with a sequential increase in sales of our millimeter wave (mmWave) products, drove solid gross profit expansion, benefitting our bottom-line results.
“Recent customer demand and shipments continue to be impacted by an ongoing industry-wide inventory correction. That said, the overall market trends continue to be favorable with a growing number of wireless Internet service providers leveraging unlicensed 60GHz fixed wireless access (FWA) to deploy multi-gigabit connectivity, as the U.S. Federal Communications Commission has suggested an increase to 1 gigabit per second as the minimum future benchmark speed for broadband. Also, during the quarter, we introduced our latest PERSPECTUS mmWave module product, the PRM2144X, which is specifically designed for enabling 60GHz FWA applications in dense urban environments.
“Although we expect the inventory digestion in the market to extend into 2024, we are encouraged by the continued growth of our sales engagement pipeline. Separately, we continue to expect that total purchase orders for last time buys of our memory IC products will be in the range of $15 to $20 million, which will serve as an important source of cash as we fulfill shipments against existing backlog throughout 2024.”
Third Quarter 2023 Financial Results
Total net revenue for the third quarter of 2023 was $4.5 million, compared with $2.4 million in the prior quarter and $3.3 million in the same quarter a year ago. Product revenue for the third quarter of 2023 was $4.3 million, compared with $2.2 million in the prior quarter and $3.1 million in the same quarter a year ago. The sequential and year-over-year increase in total revenue was primarily attributable to increased shipments of memory IC products.
GAAP gross margin for the third quarter of 2023 was 45.4%, compared with 25.3% in the prior quarter and 39.3% in the same quarter a year ago. On a non-GAAP basis, gross margin for the third quarter of 2023 was 58.0%, compared with 45.9% in the prior quarter and 50.2% in the same quarter a year ago. The sequential and year-over-year increases in non-GAAP gross margin for the third quarter of 2023 primarily reflected product mix, which included increased revenue contribution from memory IC products.
Total operating expenses on a GAAP basis for the third quarter of 2023 were $5.6 million compared with $5.6 million in the prior quarter and $5.3 million in the same quarter a year ago, which included a $2.6 million gain related to a license and asset sale. Operating expenses on a non-GAAP basis for the third quarter of 2023, which exclude stock-based compensation expenses and amortization of intangible assets, were $4.0 million, compared with $4.1 million in the prior quarter and $3.7 million in the same quarter a year ago, which included a $2.6 million gain related to a license and asset sale. The reductions in third quarter non-GAAP operating expenses were primarily attributable to previous cost reductions initiated in the second half of 2022, including the license and asset sale transaction completed in the third quarter of 2022.
As of September 30, 2023, the Company had cash and cash equivalents of approximately $0.7 million. As a result of the Company’s expected operating losses and cash burn and recurring losses from operations, the Company will need to raise sufficient capital through additional equity or debt arrangements, as further described in the Company’s quarterly report on Form 10-Q for the quarterly period ended September 30, 2023 to be filed with the Securities and Exchange Commission.
GAAP net loss for the third quarter of 2023 was $0.6 million, or ($0.02) per share, compared with a net loss of $4.1 million, or ($0.17) per share, in the prior quarter, and a net loss of $4.0 million, or ($0.20) per share, in the third quarter 0f 2022.
Non-GAAP net loss for the third quarter of 2023 was $1.1 million, or ($0.04) per share, compared with a net loss of $3.0 million, or ($0.12) per share, in the prior quarter and a net loss of $2.0 million, or ($0.10) per share, in the third quarter of 2022. Adjusted EBITDA for the third quarter of 2023 was negative $0.9 million, compared with a negative $2.8 million in the prior quarter and a negative $1.8 million in the same quarter last year.
A reconciliation of GAAP to non-GAAP results and GAAP net loss to Adjusted EBITDA is provided in the financial statement tables following the text of this press release.
Earnings Conference Call and Webcast Information
Ron Glibbery, CEO, and Jim Sullivan, CFO, will host a conference call and webcast with slides today, November 13, at 2:00 p.m. Pacific Time (5:00 p.m. Eastern Time).
Date: Monday, November 13, 2023
Time: 2:00 p.m. Pacific Time (5:00 p.m. Eastern Time)
Conference Call Number: 1-888-506-0062
International Call Number: +1-973-528-0011
Passcode: 441592
Webcast and Slides: Click Here
For those unable to listen to the live Web broadcast, it will be archived on the Company’s website, and can be accessed by visiting the Company’s investor page at www.perasoinc.com. A replay of the conference call will also be available through November 27, 2023, and can be accessed by calling 1-877-481-4010, and using passcode 49382. International callers should dial 1-919-882-2331 and enter the same passcode at the prompt. Any supporting materials referenced during the live broadcast will be made available in the Investor Relations section of the Company’s website following the conclusion of the conference call.
| 2 |
Use of Non-GAAP Financial Measures
To supplement Peraso’s consolidated financial statements presented in accordance with GAAP, Peraso uses non-GAAP financial measures that exclude from the statement of operations the effects of stock-based compensation, amortization of reported intangible assets, and the change in fair value of warrant liability. Peraso’s management believes that the presentation of these non-GAAP financial measures is useful to investors and other interested persons because they are one of the primary indicators that Peraso’s management uses for planning and forecasting future performance. The press release also makes reference to and reconciles GAAP net income (loss) and adjusted EBITDA, which the Company defines as GAAP net income (loss) before interest expense, income tax provision, and depreciation and amortization, as well as stock-based compensation, amortization of reported intangible assets, and the change in fair value of warrant liability. Management believes that the presentation of non-GAAP financial measures that exclude these items is useful to investors because management does not consider these charges part of the day-to-day business or reflective of the core operational activities of the Company that are within the control of management or that would be used to evaluate management’s operating performance.
Investors are encouraged to review the reconciliations of these non-GAAP financial measures to the comparable GAAP results, which are provided in tables below the Condensed Consolidated Statements of Operations. The non-GAAP financial measures disclosed by the Company should not be considered a substitute for, or superior to, financial measures calculated in accordance with GAAP, and the financial results calculated in accordance with GAAP and reconciliations to those financial statements should be carefully evaluated. The non-GAAP financial measures used by the Company may be calculated differently from, and therefore may not be comparable to, similarly titled measures used by other companies. For additional information regarding these non-GAAP financial measures, and management’s explanation of why it considers such measures to be useful, refer to the Form 8-K dated November 13, 2023, that the Company filed with the Securities and Exchange Commission.
Forward-Looking Statements
This press release may contain forward-looking statements about the Company, including, without limitation, the Company’s expectations regarding growth prospects for the Company’s products and the Company’s 2023 revenue and gross margin trends. Forward-looking statements are based on certain assumptions and expectations of future events that are subject to risks and uncertainties. Actual results and trends may differ materially from historical results or those projected in any such forward-looking statements depending on a variety of factors. These factors include, but are not limited, to the following:
|
| · | our ability to continue as a going concern; |
|
| · | our ability to raise additional capital to fund our operations; |
|
| · | the process in which we engage to evaluate strategic alternatives; |
|
| · | the terms, timing, structure, benefits and costs of any strategic transaction and whether one will be consummated at all; |
|
| · | the impact of any strategic transaction on the Company; |
|
| · | annual expense savings expected from the Company’s cost reduction initiatives; |
|
| · | the timing of customer orders and product shipments; |
|
| · | risks related to the COVID-19 pandemic that may have an adverse impact on the Company’s business and financial results and result in component shortages and increased lead times that may negatively impact the Company’s ability to ship its products; |
|
| · | inflationary risks; |
|
| · | customer concentrations and length of billing and collection cycles, which may be impacted in the event of a global recession or economic downturn; |
| 3 |
|
| · | lengthy sales cycle; |
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| · | ability to enhance our existing proprietary technologies and develop new technologies; |
|
| · | achieving additional design wins for our products through the acceptance and adoption of our technology by potential customers and their suppliers; |
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| · | difficulties and delays in the production, testing and marketing of our products; |
|
| · | reliance on our manufacturing partners to assist successfully with the fabrication of our and production of our products; |
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| · | impacts of the end-of-life of our memory products; |
|
| · | availability of quantities of our products supplied by our manufacturing partners at a competitive cost; |
|
| · | level of intellectual property protection provided by our patents, the expenses and other consequences of litigation, including intellectual property infringement litigation, to which we may be or may become a party from time to time; |
|
| · | vigor and growth of markets served by our customers and our operations; and |
|
| · | other risks identified in the Company’s public filings it makes with the Securities and Exchange Commission. |
Peraso does not intend to update publicly any forward-looking statement for any reason, except as required by law, even as new information becomes available or other events occur in the future.
About Peraso Inc.
Peraso Inc. (NASDAQ:PRSO) is a pioneer in high-performance 60 GHz license free and 5G mmWave wireless technology, offering chipsets, modules, software, and IP. Peraso supports a variety of applications, including fixed wireless access, immersive video, and factory automation. In addition, Peraso's solutions for data and telecom networks focus on Accelerating Data Intelligence and Multi-Access Edge Computing, providing end-to-end solutions from the edge to the centralized core and into the cloud. For additional information, please visit www.perasoinc.com.
Company Contact:
Jim Sullivan, CFO
Peraso Inc.
P: 408-418-7500
E: jsullivan@perasoinc.com
Investor Relations Contacts:
Shelton Group
Brett L. Perry | Leanne K. Sievers
P: 214-272-0070| 949-224-3874
E: sheltonir@sheltongroup.com
| 4 |
| PERASO INC. |
||||||||||||||||
| CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS |
||||||||||||||||
| (In thousands, except per share amounts; unaudited) |
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| Three Months Ended |
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| Nine Months Ended |
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| September 30, |
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| September 30, |
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|
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| 2023 |
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| 2022 |
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| 2023 |
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| 2022 |
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|
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||||
| Net Revenue |
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|
|
|
|
|
|
|
|
|
|
|
||||
| Product |
| $ | 4,262 |
|
| $ | 3,060 |
|
| $ | 11,385 |
|
| $ | 10,384 |
|
| Royalty and other |
|
| 219 |
|
|
| 234 |
|
|
| 532 |
|
|
| 597 |
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| Total net revenue |
|
| 4,481 |
|
|
| 3,294 |
|
|
| 11,917 |
|
|
| 10,981 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Cost of Net Revenue |
|
| 2,445 |
|
|
| 2,000 |
|
|
| 7,346 |
|
|
| 6,747 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Gross Profit |
|
| 2,036 |
|
|
| 1,294 |
|
|
| 4,571 |
|
|
| 4,234 |
|
|
|
|
|
|
|
|
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|
|
|
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|
|
|
|
|
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| Operating Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Research and development |
|
| 3,484 |
|
|
| 4,509 |
|
|
| 11,039 |
|
|
| 15,636 |
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| Selling, general and administrative |
|
| 2,112 |
|
|
| 3,353 |
|
|
| 6,331 |
|
|
| 8,938 |
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| Gain on license and asset sale |
|
| - |
|
|
| (2,557 | ) |
|
| (406 | ) |
|
| (2,557 | ) |
| Total operating expenses |
|
| 5,596 |
|
|
| 5,305 |
|
|
| 16,964 |
|
|
| 22,017 |
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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| Loss from operations |
|
| (3,560 | ) |
|
| (4,011 | ) |
|
| (12,393 | ) |
|
| (17,783 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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| Change in fair value of warrant liability |
|
| 2,615 |
|
|
| - |
|
|
| 4,239 |
|
|
| - |
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| Other income (expense), net |
|
| 322 |
|
|
| 3 |
|
|
| 297 |
|
|
| (22 | ) |
| Net loss |
| $ | (623 | ) |
| $ | (4,008 | ) |
| $ | (7,857 | ) |
| $ | (17,805 | ) |
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| Net loss |
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|
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|
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| Basic and diluted |
| $ | (0.02 | ) |
| $ | (0.20 | ) |
| $ | (0.32 | ) |
| $ | (0.89 | ) |
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|
|
|
|
|
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|
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|
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| Shares used in computing net loss per share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Basic and diluted |
|
| 28,589 |
|
|
| 20,039 |
|
|
| 24,892 |
|
|
| 19,950 |
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| 5 |
| PERASO INC. |
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| CONDENSED CONSOLIDATED BALANCE SHEETS |
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| (In thousands, unaudited) |
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|
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| September 30, |
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| December 31, |
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|
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| 2023 |
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| 2022 |
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| Assets |
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| Current assets: |
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| Cash, cash equivalents and investments |
| $ | 689 |
|
| $ | 2,906 |
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| Accounts receivable, net |
|
| 3,064 |
|
|
| 3,244 |
|
| Inventories |
|
| 5,697 |
|
|
| 5,348 |
|
| Deferred cost of net revenue |
|
| - |
|
|
| 600 |
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| Prepaid expenses and other |
|
| 780 |
|
|
| 615 |
|
| Total current assets |
|
| 10,230 |
|
|
| 12,713 |
|
|
|
|
|
|
|
|
|
|
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| Property and equipment, net |
|
| 1,624 |
|
|
| 2,225 |
|
| Intangible assets, net |
|
| 4,209 |
|
|
| 6,278 |
|
| Right-of-use lease assets |
|
| 647 |
|
|
| 1,147 |
|
| Other |
|
| 121 |
|
|
| 123 |
|
| Total assets |
| $ | 16,831 |
|
| $ | 22,486 |
|
|
|
|
|
|
|
|
|
|
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| Liabilities and Stockholders’ Equity |
|
|
|
|
|
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|
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| Current liabilities: |
|
|
|
|
|
|
|
|
| Accounts payable |
| $ | 2,583 |
|
| $ | 1,844 |
|
| Deferred revenue |
|
| 74 |
|
|
| 332 |
|
| Short-term lease liabilities |
|
| 348 |
|
|
| 687 |
|
| Accrued expenses and other |
|
| 689 |
|
|
| 1,817 |
|
| Total current liabilities |
|
| 3,694 |
|
|
| 4,680 |
|
|
|
|
|
|
|
|
|
|
|
| Lease liabilities |
|
| 379 |
|
|
| 470 |
|
| Warrant liabilities |
|
| 1,003 |
|
|
| 2,079 |
|
| Total liabilities |
|
| 5,076 |
|
|
| 7,229 |
|
|
|
|
|
|
|
|
|
|
|
| Stockholders' equity |
|
| 11,755 |
|
|
| 15,257 |
|
|
|
|
|
|
|
|
|
|
|
| Total liabilities and stockholders’ equity |
| $ | 16,831 |
|
| $ | 22,486 |
|
| 6 |
| PERASO INC. |
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| Reconciliation of GAAP Gross Profit to Non-GAAP Gross Profit |
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| (In thousands, except percentages; unaudited) |
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| Three Months Ended |
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| Nine Months Ended |
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| September 30, 2023 |
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|
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| September 30, 2023 |
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| GAAP gross profit |
| $ | 2,036 |
|
|
| 45.4 | % |
| $ | 4,571 |
|
|
| 38.4 | % | ||
| Reconciling items: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
| - Amortization of intangibles |
|
| 564 |
|
|
| 12.6 | % |
|
| 1,417 |
|
|
| 11.9 | % | ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
| Non-GAAP gross profit |
| $ | 2,600 |
|
|
| 58.0 | % |
| $ | 5,988 |
|
|
| 50.3 | % | ||
|
|
| Three Months Ended |
|
|
|
|
| Nine Months Ended |
|
|
|
|
||||
|
|
| September 30, 2022 |
|
|
|
|
| September 30, 2022 |
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
| GAAP gross profit |
| $ | 1,294 |
|
|
| 39.3 | % |
| $ | 4,234 |
|
|
| 38.5 | % |
| Reconciling items: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| -Amortization of intangibles |
|
| 358 |
|
|
| 10.9 | % |
|
| 1,074 |
|
|
| 9.8 | % |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Non-GAAP gross profit |
| $ | 1,652 |
|
|
| 50.2 | % |
| $ | 5,308 |
|
|
| 48.3 | % |
| 7 |
| PERASO INC. |
||||||||||||||||
| Reconciliation of GAAP to Non-GAAP Net Loss and Net Loss Per Share |
||||||||||||||||
| (In thousands, except per share amounts; unaudited) |
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
| Three Months Ended |
|
| Nine Months Ended |
|
||||||||||
|
|
| September 30, |
|
| September 30, |
|
||||||||||
|
|
| 2023 |
|
| 2022 |
|
| 2023 |
|
| 2022 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
| GAAP net loss |
| $ | (623 | ) |
| $ | (4,008 | ) |
| $ | (7,857 | ) |
| $ | (17,805 | ) |
| Stock-based compensation expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| -Research and development |
|
| 775 |
|
|
| 854 |
|
|
| 2,309 |
|
|
| 2,575 |
|
| -Selling, general and administrative |
|
| 533 |
|
|
| 593 |
|
|
| 1,625 |
|
|
| 1,782 |
|
| Total stock-based compensation expense |
|
| 1,308 |
|
|
| 1,447 |
|
|
| 3,934 |
|
|
| 4,357 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Amortization of intangibles (1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| -Cost of net revenue |
|
| 564 |
|
|
| 358 |
|
|
| 1,417 |
|
|
| 1,074 |
|
| -Selling, general and administrative |
|
| 251 |
|
|
| 160 |
|
|
| 632 |
|
|
| 479 |
|
| Total amortization of intangible assets |
|
| 815 |
|
|
| 518 |
|
|
| 2,049 |
|
|
| 1,553 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Change in fair value of warrant liability |
|
| (2,615 | ) |
|
| - |
|
|
| (4,239 | ) |
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Non-GAAP net loss |
| $ | (1,115 | ) |
| $ | (2,043 | ) |
| $ | (6,113 | ) |
| $ | (11,895 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| GAAP net loss per share |
| $ | (0.02 | ) |
| $ | (0.20 | ) |
| $ | (0.32 | ) |
| $ | (0.89 | ) |
| Reconciling items |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| -Stock-based compensation expense |
|
| 0.04 |
|
|
| 0.07 |
|
|
| 0.16 |
|
|
| 0.22 |
|
| -Amortization of intangible assets (1) |
|
| 0.03 |
|
|
| 0.03 |
|
|
| 0.08 |
|
|
| 0.08 |
|
| -Change in fair value of warrant liability |
|
| (0.09 | ) |
|
| - |
|
|
| (0.17 | ) |
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Non-GAAP net loss per share |
| $ | (0.04 | ) |
| $ | (0.10 | ) |
| $ | (0.25 | ) |
| $ | (0.59 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Shares used in computing non-GAAP net loss per share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Basic and diluted |
|
| 28,589 |
|
|
| 20,039 |
|
|
| 24,892 |
|
|
| 19,950 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (1) Non-cash charges for amortization of intangibles arising from aquired assets. These charges are included in cost of net revenue and selling, general and administrative expenses. |
||||||||||||||||
| 8 |
| PERASO INC. |
||||||||||||||||
| Reconciliation of GAAP and Non-GAAP Financial Information |
||||||||||||||||
| (In thousands; unaudited) |
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
| Three Months Ended |
|
| Nine Months Ended |
|
||||||||||
|
|
| September 30, |
|
| September 30, |
|
||||||||||
|
|
| 2023 |
|
| 2022 |
|
| 2023 |
|
| 2022 |
|
||||
| Reconciliation of GAAP loss and adjusted EBITDA |
|
|
|
|
|
|
|
|
|
|
|
|
||||
| GAAP net loss |
| $ | (623 | ) |
| $ | (4,008 | ) |
| $ | (7,857 | ) |
| $ | (17,805 | ) |
| Stock-based compensation expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| -Research and development |
|
| 775 |
|
|
| 854 |
|
|
| 2,309 |
|
|
| 2,575 |
|
| -Selling, general and administrative |
|
| 533 |
|
|
| 593 |
|
|
| 1,625 |
|
|
| 1,782 |
|
| Stock-based compensation expense |
|
| 1,308 |
|
|
| 1,447 |
|
|
| 3,934 |
|
|
| 4,357 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Amortization of intangibles (1) |
|
| 815 |
|
|
| 518 |
|
|
| 2,049 |
|
|
| 1,553 |
|
| Change in fair value of warrant liability |
|
| (2,615 | ) |
|
| - |
|
|
| (4,239 | ) |
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Non-GAAP net loss |
|
| (1,115 | ) |
|
| (2,043 | ) |
|
| (6,113 | ) |
|
| (11,895 | ) |
| EBITDA adjustments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| -Depreciation and amortization |
|
| 236 |
|
|
| 232 |
|
|
| 715 |
|
|
| 736 |
|
| -Interest expense |
|
| 5 |
|
|
| 5 |
|
|
| 17 |
|
|
| 11 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Adjusted EBITDA |
| $ | (874 | ) |
| $ | (1,806 | ) |
| $ | (5,381 | ) |
| $ | (11,148 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (1) Non-cash charges for amortization of intangibles arising from aquired assets. These charges are included in cost of net revenue and selling, general and administrative expenses. |
||||||||||||||||
| 9 |