UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM
______________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event Reported):
(Exact Name of Registrant as Specified in Charter) |
|
(Commission File Number) |
| ||
(State or Other Jurisdiction of Incorporation) |
| (I.R.S. Employer Identification Number) |
2309 Bering Dr.
(Address of principal executive offices, with zip code)
(
(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 |
The |
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 May 15, 2023, Peraso Inc. (the “Company”) issued a press release announcing its financial results for the three months ended March 31, 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 the 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 months ended March 31, 2023.
The Company’s non-GAAP financial measures also exclude the change in fair value of warrant liability. In November 2022, the Company issued a common stock purchase warrant to an investor in connection with a registered direct offering of common stock. The warrant, which was classified as a liability, was initially recorded at fair value and is re-valued at each reporting date, with changes in the fair value reported in the statements of operations.
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.
| 2 |
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.
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 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
| Description |
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| Press Release by Peraso Inc. dated May 15, 2023 | |
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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: May 15, 2023 | By: | /s/ James Sullivan | |
|
| James Sullivan | |
| Chief Financial Officer | |||
| 4 |
EXHIBIT 99.1
Peraso Announces First Quarter 2023 Results
Total Revenue Increased 29% Sequentially and 48% Year-over-Year, Driven by Record Product Revenue of $4.9 Million
SAN JOSE, Calif., May 15, 2023 – Peraso Inc. (NASDAQ: PRSO) (“Peraso” or the “Company”), a leader in mmWave technology, today announced financial results for the first quarter ended March 31, 2023.
Management Commentary
“Our first quarter results reflect a strong start to the year, highlighted by continued revenue growth driven by record product revenue from a combination of Peraso’s mmWave solutions for the fixed wireless access (FWA) market, as well as our memory IC products,” stated Ron Glibbery, CEO of Peraso. “Our near-term focus remains on expanding Peraso’s leadership in mmWave FWA, as wireless ISPs (WISP) seek to aggressively deploy multi-gigabit connectivity in the unlicensed 60 GHz spectrum to secure share of a rapidly growing subscriber base. In addition, we continue to see encouraging signs of traction on prospective engagements for 5G mmWave applications, with multiple tier-one equipment vendors targeting future FWA deployments worldwide.
“As an update on our memory IC business, we have been informed by our sole foundry that the process used to fabricate wafers for our memory devices will be discontinued in 2024. Given this, we recently provided an end-of-life (EOL) notice to our customers. Although it is still too early to forecast the potential size and linearity of customers’ last-time purchase orders, for which we have imposed a deadline of December 2023, we do anticipate the implemented EOL to result in a potential pull-forward of future demand and revenue related to our memory IC products, as last-time buys are fulfilled during 2024.
“Overall, we are optimistic about our mmWave business and the resilient growth of the FWA market, in spite of the ongoing macroeconomic uncertainty. We continue to prudently manage expenses and cash, as we begin to realize the benefits from the previously taken actions to streamline our organization, while simultaneously advancing our robust pipeline of new business engagements in support of future growth.”
First Quarter 2023 Financial Results
Total net revenue for the first quarter of 2023 was $5.0 million, compared with $3.9 million in the prior quarter and $3.4 million in the same quarter a year ago. Product revenue for the first quarter of 2023 was $4.9 million, compared with $3.8 million in the prior quarter and $3.2 million in the same quarter a year ago. The sequential increase in revenue was primarily attributable to increased sales of both mmWave products and memory ICs.
GAAP gross margin for the first quarter of 2023 was 38.3%, compared with 44.2% in the prior quarter and 42.8% in the same quarter a year ago. On a non-GAAP basis, gross margin for the first quarter of 2023 was 45.4%, compared with 53.4% in the prior quarter and 53.3% in the same quarter a year ago. The sequential and year-over-year decrease in gross margin for the first quarter primarily reflected revenue mix, which included increased revenue contribution from mmWave solutions for FWA applications.
| 1 |
Total operating expenses on a GAAP basis for the first quarter of 2023 were $5.7 million, which included a $0.4 million gain on an asset and license sale. This is compared with operating expenses in the prior quarter of $16.2 million, which included a $9.9 million goodwill impairment charge, and $8.2 million in the same quarter a year ago. Operating expenses on a non-GAAP basis for the first quarter of 2023, which exclude stock-based compensation expenses and amortization of intangible assets, were $4.3 million, compared with $4.8 million in the prior quarter and $6.7 million in the same quarter a year ago.
GAAP net loss for the first quarter of 2023 was $3.1 million, or ($0.15) per share, compared with a net loss of $14.6 million, or ($0.71) per share, in the prior quarter, and a net loss of $6.8 million, or ($0.34) per share, in the first quarter 0f 2022.
Non-GAAP net loss for the first quarter of 2023 was $2.0 million, or ($0.09) per share, compared with a net loss of $2.8 million, or ($0.13) per share, in the prior quarter and a net loss of $5.1 million, or ($0.25) per share, in the first quarter of 2022. Adjusted EBITDA for the first quarter of 2023 was negative $1.8 million, compared with a negative $2.5 million in the prior quarter and a negative $4.8 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.
Business Outlook
The Company's current business outlook will be discussed as part of the scheduled conference call on Tuesday, May 16, 2023.
Earnings Conference Call and Webcast Information
Ron Glibbery, CEO, and Jim Sullivan, CFO, will host a conference call and webcast with slides tomorrow, May 16, at 5:30 a.m. Pacific Time (8:30 a.m. Eastern Time).
Date: Tuesday, May 16, 2023
Time: 5:30 a.m. Pacific Time (8:30 a.m. Eastern Time)
Conference Call Number: 1-888-506-0062
International Call Number: +1-973-528-0011
Passcode: 710531
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 May 30, 2023, and can be accessed by calling 1-877-481-4010, and using passcode 48267. 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.
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, business combination transaction costs, 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.
| 2 |
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 May 16, 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:
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| · | our ability to raise additional capital to fund our operations; |
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| · | annual expense savings expected from the Company’s cost reduction initiatives; |
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| · | the timing of customer orders and product shipments; |
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| · | 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; |
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| · | inflationary risks; |
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| · | customer concentrations and length of billing and collection cycles, which may be impacted in the event of a global recession or economic downturn; |
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| · | lengthy sales cycle; |
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| · | ability to enhance our existing proprietary technologies and develop new technologies; |
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| · | 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; |
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| · | 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; |
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| · | availability of quantities of our products supplied by our manufacturing partners at a competitive cost; |
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| · | 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; |
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| · | vigor and growth of markets served by our customers and our operations; and |
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| · | other risks identified in the Company’s public filings it makes with the Securities and Exchange Commission. |
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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 5G mmWave wireless technology, offering chipsets, antenna 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
Investor Relations Contacts:
Shelton Group
Brett L. Perry | Leanne K. Sievers
P: 214-272-0070| 949-224-3874
E:
| 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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| March 31, |
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| 2023 |
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| 2022 |
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| Net Revenue |
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| Product |
| $ | 4,888 |
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| $ | 3,204 |
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| Royalty and other |
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| 145 |
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| 199 |
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| Total net revenue |
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| 5,033 |
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| 3,403 |
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| Cost of Net Revenue |
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| 3,106 |
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| 1,948 |
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| Gross Profit |
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| 1,927 |
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| 1,455 |
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| Operating Expenses |
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| Research and development |
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| 3,887 |
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| 5,486 |
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| Selling, general and administrative |
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| 2,242 |
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| 2,705 |
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| Gain on license and asset sale |
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| (406 | ) |
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| - |
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| Total operating expenses |
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| 5,723 |
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| 8,191 |
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| Loss from operations |
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| (3,796 | ) |
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| (6,736 | ) |
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| Change in fair value of warrant liability |
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| 658 |
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| - |
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| Other expense, net |
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| (10 | ) |
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| (18 | ) |
| Net loss |
| $ | (3,148 | ) |
| $ | (6,754 | ) |
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| Net loss per share |
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| Basic and diluted |
| $ | (0.15 | ) |
| $ | (0.34 | ) |
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| Shares used in computing net loss per share |
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| Basic and diluted |
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| 21,561 |
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| 19,769 |
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| PERASO INC. | ||||||||
| CONDENSED CONSOLIDATED BALANCE SHEETS | ||||||||
| (In thousands, unaudited) | ||||||||
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| March 31, |
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| December 31, |
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| Assets |
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| Current assets: |
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| Cash, cash equivalents and investments |
| $ | 1,392 |
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| $ | 2,906 |
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| Accounts receivable, net |
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| 2,881 |
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| 3,244 |
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| Inventories |
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| 4,853 |
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| 5,348 |
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| Deferred cost of net revenue |
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| - |
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| 600 |
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| Prepaid expenses and other |
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| 742 |
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| 615 |
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| Total current assets |
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| 9,868 |
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| 12,713 |
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| Property and equipment, net |
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| 2,078 |
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| 2,225 |
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| Intangible assets, net |
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| 5,754 |
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| 6,278 |
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| Right-of-use lease assets |
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| 986 |
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| 1,147 |
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| Other |
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| 122 |
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| 123 |
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| Total assets |
| $ | 18,808 |
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| $ | 22,486 |
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| Liabilities and Stockholders Equity |
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| Current liabilities: |
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| Accounts payable |
| $ | 1,364 |
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| $ | 1,844 |
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| Deferred revenue |
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| 244 |
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| 332 |
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| Short-term lease liabilities |
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| 579 |
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| 687 |
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| Accrued expenses and other |
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| 1,366 |
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| 1,817 |
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| Total current liabilities |
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| 3,553 |
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| 4,680 |
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| Lease liabilities |
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| 404 |
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| 470 |
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| Warrant liability |
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| 1,421 |
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| 2,079 |
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| Total liabilities |
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| 5,378 |
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| 7,229 |
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| Stockholders' equity |
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| 13,430 |
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| 15,257 |
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| Total liabilities and stockholders equity |
| $ | 18,808 |
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| $ | 22,486 |
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| 6 |
| PERASO INC. |
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| Reconciliation of GAAP to Non-GAAP Net Loss and Net Loss Per Share |
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| (In thousands, except per share amounts; unaudited) |
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| Three Months Ended |
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| March 31, |
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| 2023 |
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| 2022 |
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| GAAP net loss |
| $ | (3,148 | ) |
| $ | (6,754 | ) |
| Stock-based compensation expense |
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| - Research and development |
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| 765 |
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| 696 |
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| - Selling, general and administrative |
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| 542 |
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| 475 |
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| Total stock-based compensation expense |
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| 1,307 |
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| 1,171 |
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| Amortization of intangibles (1) |
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| - Cost of net revenue |
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| 358 |
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| 358 |
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| - Selling, general and administrative |
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| 160 |
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| 160 |
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| Total amortization of intangible assets |
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| 518 |
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| 518 |
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| Change in fair value of warrant liability |
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| (658 | ) |
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| - |
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| Non-GAAP net loss |
| $ | (1,981 | ) |
| $ | (5,065 | ) |
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| GAAP net loss per share |
| $ | (0.15 | ) |
| $ | (0.34 | ) |
| Reconciling items |
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| - Stock-based compensation expense |
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| 0.06 |
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| 0.06 |
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| - Amortization of intangible assets (1) |
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| 0.03 |
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| 0.03 |
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| - Change in fair value of warrant liability |
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| (0.03 | ) |
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| - |
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| Non-GAAP net loss per share |
| $ | (0.09 | ) |
| $ | (0.25 | ) |
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| Shares used in computing non-GAAP net loss per share |
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| Basic and diluted |
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| 21,561 |
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| 19,769 |
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| (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. |
| 7 |
| PERASO INC. | ||||||||||||||||
| Reconciliation of GAAP Gross Profit to Non-GAAP Gross Profit | ||||||||||||||||
| (In thousands, except percentages; unaudited) | ||||||||||||||||
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| Three Months Ended |
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| Three Months Ended |
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| March 31, 2023 |
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| March 31, 2022 |
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| GAAP gross profit |
| $ | 1,927 |
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| 38.3 | % |
| $ | 1,455 |
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|
| 42.8 | % |
| Reconciling items: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| - Amortization of intangibles |
|
| 358 |
|
|
| 7.1 | % |
|
| 358 |
|
|
| 10.5 | % |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Non-GAAP gross profit |
| $ | 2,285 |
|
|
| 45.4 | % |
| $ | 1,813 |
|
|
| 53.3 | % |
| PERASO INC. |
| |||||||
| Reconciliation of GAAP and Non-GAAP Financial Information |
| |||||||
| (In thousands; unaudited) |
| |||||||
|
|
|
|
|
| ||||
|
|
| Three Months Ended |
| |||||
|
|
| March 31, |
| |||||
|
|
| 2023 |
|
| 2022 |
| ||
| Reconciliation of GAAP loss and adjusted EBITDA |
|
|
|
|
|
| ||
| GAAP net loss |
| $ | (3,148 | ) |
| $ | (6,754 | ) |
| Stock-based compensation expense |
|
|
|
|
|
|
|
|
| - Research and development |
|
| 765 |
|
|
| 696 |
|
| - Selling, general and administrative |
|
| 542 |
|
|
| 475 |
|
| Stock-based compensation expense |
|
| 1,307 |
|
|
| 1,171 |
|
|
|
|
|
|
|
|
|
|
|
| Amortization of intangibles (1) |
|
| 518 |
|
|
| 518 |
|
| Change in fair value of warrant liability |
|
| (658 | ) |
|
| - |
|
|
|
|
|
|
|
|
|
|
|
| Non-GAAP net loss |
|
| (1,981 | ) |
|
| (5,065 | ) |
| EBITDA adjustments: |
|
|
|
|
|
|
|
|
| Depreciation and amortization |
|
| 176 |
|
|
| 258 |
|
| Interest expense |
|
| 6 |
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
| Adjusted EBITDA |
| $ | (1,799 | ) |
| $ | (4,807 | ) |
| (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 |