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): March 8, 2022

 

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 March 8, 2022, Peraso Inc. (the “Company”) issued a press release announcing its financial results for the three and twelve months ended December 31, 2021. 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 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, a deemed dividend on inducement of conversion of Class C preferred shares, accretion of preferred shares presented as dividends, effect of foreign exchange on preferred shares, amortization of intangible assets, business combination transaction costs 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 exclude deemed dividends. In 2020, the Company reported a deemed dividend on inducement of conversion of Class C preferred shares, accretion of preferred shares presented as dividends, and effect of foreign exchange on preferred shares. On March 13, 2020, the Company also issued common shares, upon conversion of all outstanding Class C preferred shares based on an amended conversion price. As a conversion inducement, the Company amended the ratio for the conversion of the Class C preferred shares into common shares from 1:1 to 1:1.25. The Company determined that the additional common shares issuable arising from such modification were required to be recognized as a deemed dividend.

 

The Company’s non-GAAP financial measures also exclude amortization of intangibles and business combination transaction costs, that resulted from the business combination consummated with Peraso Technologies Inc. and do 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 twelve months ended December 31, 2021.

 

The Company’s non-GAAP financial measures also exclude change in fair value of warrant liability. Prior to the business combination, Peraso Technologies Inc. issued detachable warrants with its preferred shares and convertible debentures. The warrants had exercise prices that were denominated in foreign currency (Canadian dollars) that differed from the Company’s functional currency (United States dollars) and accordingly were accounted for as a liability. These warrants were initially recorded at fair value and then 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, business combination transaction costs, change in fair value of warrant liability, interest expense, depreciation, the provision (benefit) for income taxes, and the deemed dividend, effect of foreign exchange and accretion presented as dividends on preferred shares.

 

Management and the Company’s board of directors will continue to analyze the historical consolidated results of operations and comprehensive income (loss) (revenue, 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.

 

 

2

 

 

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.

 

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

 

 

 

99.1

 

Press Release by Peraso Inc. dated March 8, 2022

 

 

 

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: March 8, 2022  By:/s/ James  Sullivan 

 

 

James Sullivan 
  Chief Financial Officer 

 

 

4

 

EXHIBIT 99.1

 

Peraso Inc. Announces Fourth Quarter and Full Year 2021 Results

 

Fourth Quarter Product Revenue Up Greater Than 6X Year-Over-Year

 

Listed on Nasdaq through Business Combination with MoSys in December 2021

 

SAN JOSE, Calif., March 8, 2022 – Peraso Inc. (NASDAQ: PRSO) (“Peraso” or the “Company”), a pioneer in high-performance, 5G mmWave wireless technology and provider of chipsets, modules, software and IP, today announced financial results for the fourth quarter and year ended December 31, 2021.

 

Fourth Quarter 2021 Financial Results

Total net revenue for the fourth quarter of 2021 was $1.9 million, which included two weeks of revenue from MoSys, Inc. following the closing of the business combination in December 2021. Revenue in the fourth quarter of 2020 was $5.9 million, which included $5.0 million of one-time licensing contribution from a major customer. Product revenue for the fourth quarter of 2021 was $1.9 million, compared with $0.3 million in the year ago period. The year-over-year increase in product revenue reflected higher shipments of Peraso’s mmWave integrated circuits (“ICs”) and modules.

 

Gross margin for the fourth quarter of 2021 was 30.4%, compared with 89.2% for the fourth quarter of 2020. Gross margin reflected a change in revenue mix with lower contribution from high-margin licensing and other non-product revenue partially offset by increased product sales.

 

Total operating expenses on a GAAP basis for the fourth quarter of 2021 were $5.3 million, compared with $3.3 million in the fourth quarter of 2020. Operating expenses on a non-GAAP basis for the fourth quarter of 2021, which excluded stock-based compensation expenses, amortization of intangible assets, business combination transaction costs and change in fair value of warrant liability, were $3.7 million, compared with $2.1 million in the fourth quarter of 2020. A reconciliation of GAAP to non-GAAP results is provided in the financial statement tables following the text of this press release.

 

GAAP net income for the fourth quarter of 2021 was $2.5 million, or $0.28 per diluted share, compared with net income of $0.1 million, or $0.02 per diluted share, for the fourth quarter of 2020.

 

Non-GAAP net loss for the fourth quarter of 2021 was $3.9 million, or $0.70 per share, compared with net income of $1.6 million, or $0.25 per diluted share, in the fourth quarter of 2020. Adjusted EBITDA for the fourth quarter of 2021 was negative $2.8 million, compared with $3.4 million in the fourth quarter of 2020.

 

Full Year 2021 Financial Results

Total net revenue for 2021 was $5.7 million, which included two weeks of revenue contribution from MoSys, Inc. following the closing of the aforementioned business combination, and compared with revenue for the full year of 2020 of $9.1 million. The year-over-year decrease in revenue was primarily attributable to reduced licensing and other, non-product revenue, including a one-time license of $5.o million from a lead customer recognized in the fourth quarter of 2020. Product revenue for 2021 was $4.9 million, compared with $1.5 million in the year ago period. The year-over-year increase in product revenue reflected higher shipments of Peraso’s mmWave ICs and modules from the ramping of customer production.

 

 
1

 

 

Gross margin for 2021 was 42.4%, compared with 80.8% for 2020. The change in gross margin reflects the change in revenue mix, including lower contribution from high margin, licensing and other revenues.

 

Total operating expenses on a GAAP basis for 2021 were $18.5 million, compared with operating expenses of $15.5 million in 2020. Total non-GAAP operating expenses, excluding stock-based compensation expenses, amortization of intangible assets, business combination transaction costs and change in fair value of warrant liability, for 2021, were $12.3 million, compared with $13.8 million in 2020. A reconciliation of GAAP results to non-GAAP results is provided in the financial statement tables following the text of this press release.

 

GAAP net loss for 2021 was $10.9 million, or $1.86 per share, compared with net loss attributable to common stockholders of $15.3 million, or $3.60 per share, for 2020.

 

Non-GAAP net loss for 2021 was $12.8 million, or $2.19 per share, compared with a net loss of $8.6 million, or $2.03 per share, in 2020. Adjusted EBITDA for 2021 was a negative $8.8 million, compared with a negative $5.1 million in 2020.

 

At December 31, 2021, the Company had cash and investments of $18.1 million, compared with $1.7 million at December 31, 2020.

 

Management Commentary

“We are excited to be a public company following the business combination with MoSys,” stated Ron Glibbery, Peraso’s CEO. “During the fourth quarter, our product revenue grew more than 6x year-over-year, as the uptake of our fixed wireless access products continues to accelerate. Additionally, we are seeing increased customer engagements with our mmWave solutions for end-market applications, such as AR/VR and other consumer-based electronics.

 

“During 2021, gross margin was impacted by higher costs related to our strategic transition to develop mmWave modules, which incorporate both our silicon and software. Our module strategy allows Peraso to control our solutions at the system level, offering enhanced performance and ease of use for customers. We believe these additional costs and the associated effect on gross margin are transitory and will be offset in the future by ramping sales of our mmWave modules, the benefit of lower manufacturing cost processes, and revenue contribution from the MoSys memory products.”

 

Mr. Glibbery concluded, “Following the business combination, we are in a strong financial position entering 2022. We continue to invest in the business to support future growth initiatives. With an estimated TAM of $3 billion for mmWave consumer premise and fixed wireless applications between 2023 to 2025, we believe there are meaningful opportunities for us to grow in the years ahead, and Peraso is well positioned to benefit from the expansion of 5G wireless demand and the need for mmWave technology globally.”

 

 
2

 

 

Earnings Conference Call and Webcast Information

Ron Glibbery, CEO, and Jim Sullivan, CFO, will host a live audio webcast with slides and conference call at 2:00 p.m. Pacific Time (5:00 p.m. Eastern Time).

 

Date: Tuesday, March 8, 2022

Time: 2:00 p.m. Pacific Time (5:00 p.m. Eastern Time)

Conference Call Number: 1-855-779-0042

International Call Number: +1-631-485-4856

Pass Code: 7274474

 

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 Tuesday, March 15, 2022, and can be accessed by calling 1-855-859-2056, and using pass code 7274474. International callers should dial 1-404-537-3406 and enter the same pass code at the prompt.

 

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, the change in fair value of warrant liability, a deemed dividend on inducement of conversion of Class C preferred shares, accretion of preferred shares presented as dividends, and the effect of foreign exchange on preferred shares. 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) attributable to common stockholders 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, business combination transaction costs, the change in fair value of warrant liability, a deemed dividend on inducement of conversion of Class C preferred shares, accretion of preferred shares presented as dividends, and the effect of foreign exchange on preferred shares. 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 March 8, 2022, that the Company filed with the Securities and Exchange Commission.

 

 
3

 

 

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 2022 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:

 

 

·

the timing of customer orders and product shipments;

 

·

risks related to the COVID-19 pandemic, including public health requirements in response to the outbreak of COVID-19 and the impact on the Company’s business and operations, which is evolving and beyond the Company’s control, members of the Company’s management team or a significant number of its employee base becoming ill with COVID-19, changes in government regulations and mandates to address COVID-19 that may adversely impact the Company’s ability to continue to operate without disruption, a significant decline in global macroeconomic conditions that have an adverse impact on the Company’s business and financial results and component shortages and increased lead times that may negatively impact the Company’s ability to ship its products;

 

·

customer concentrations;

 

·

lengthy sales cycle;

 

·

ability to enhance our existing proprietary technologies and develop new technologies;

 

·

achieving additional design wins for our IC and module products through the acceptance and adoption of our architecture and interface protocols by potential customers and their suppliers;

 

·

difficulties and delays in the production, testing and marketing of our ICs and modules;

 

·

reliance on our manufacturing partners to assist successfully with the fabrication of our ICs and production of our modules;

 

·

availability of quantities of ICs and components for our modules 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 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@mosys.com

 

Investor Relations Contacts:

Shelton Group

Leanne K. Sievers | Jeffrey Schreiner

P: 949-224-3874 | 512-243-8976

E: sheltonir@sheltongroup.com

 

 
4

 

 

PERASO INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts; unaudited)

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

Twelve Months Ended

 

 

 

December 31,

 

 

December 31,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Revenue

 

 

 

 

 

 

 

 

 

 

 

 

Product

 

 $ 1,891

 

 

 $ 349

 

 

 $ 4,906

 

 

 $ 1,540

 

License and other

 

 

 (27 )

 

 

 5,550

 

 

 

 773

 

 

 

 7,550

 

Total net revenue

 

 

 1,864

 

 

 

 5,899

 

 

 

 5,679

 

 

 

 9,090

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of Net Revenue

 

 

 1,298

 

 

 

 635

 

 

 

 3,270

 

 

 

 1,748

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross Profit

 

 

 566

 

 

 

 5,264

 

 

 

 2,409

 

 

 

 7,342

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Research and development

 

 

 3,097

 

 

 

 1,758

 

 

 

 11,471

 

 

 

 8,289

 

Selling, general and administrative

 

 

 2,164

 

 

 

 1,548

 

 

 

 7,017

 

 

 

 7,198

 

Total operating expenses

 

 

 5,261

 

 

 

 3,306

 

 

 

 18,488

 

 

 

 15,487

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from operations

 

 

 (4,695 )

 

 

 1,958

 

 

 

 (16,079 )

 

 

 (8,145 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income (expense), net

 

 

 7,191

 

 

 

 (1,846 )

 

 

 5,168

 

 

 

 (2,082 )
Net income (loss)

 

 

 2,496

 

 

 

 112

 

 

 

 (10,911 )

 

 

 (10,227 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deemed dividend on inducement of conversion of Class C Preferred Shares

 

 

 -

 

 

 

 -

 

 

 

 -

 

 

 

 (11,134 )
Accretion of preferred shares presented as dividends

 

 

 -

 

 

 

 -

 

 

 

 -

 

 

 

 (1,666 )
Effect of foreign exchange on preferred shares

 

 

 -

 

 

 

 -

 

 

 

 -

 

 

 

 7,756

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) attributable to common stockholders

 

 $ 2,496

 

 

 $ 112

 

 

 $ (10,911 )

 

 $ (15,271 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) per share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 $ 0.44

 

 

 $ 0.02

 

 

 $ (1.86 )

 

 $ (3.60 )
Diluted

 

 $ 0.28

 

 

 $ 0.02

 

 

 $ (1.86 )

 

 $ (3.60 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares used in computing net loss per share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

 5,616

 

 

 

 5,241

 

 

 

 5,869

 

 

 

 4,242

 

Diluted

 

 

 8,855

 

 

 

 6,298

 

 

 

 5,869

 

 

 

 4,242

 

 

 
5

 

 

PERASO INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, unaudited)

 

 

 

 

 

 

 

December 31,

 

 

 

2021

 

 

2020

 

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash, cash equivalents and investments

 

 $ 15,160

 

 

 $ 1,712

 

Accounts receivable, net

 

 

 2,436

 

 

 

 922

 

Inventories

 

 

 3,824

 

 

 

 1,274

 

Tax credits and receivables

 

 

 1,099

 

 

 

 1,711

 

Prepaid expenses and other

 

 

 1,159

 

 

 

 963

 

Total current assets

 

 

 23,678

 

 

 

 6,582

 

 

 

 

 

 

 

 

 

 

Long-term investments

 

 

 2,928

 

 

 

 -

 

Property and equipment, net

 

 

 2,349

 

 

 

 2,621

 

Intangible assets, net

 

 

 8,355

 

 

 

 -

 

Goodwill

 

 

 9,946

 

 

 

 -

 

Right-of-use lease assets

 

 

 617

 

 

 

 731

 

Other

 

 

 78

 

 

 

 53

 

Total assets

 

 $ 47,951

 

 

 $ 9,987

 

 

 

 

 

 

 

 

 

 

Liabilities and Stockholders Equity (Deficit)

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

Accounts payable

 

 $ 1,937

 

 

 $ 1,086

 

Deferred revenue

 

 

 375

 

 

 

 -

 

Short-term lease liability

 

 

 379

 

 

 

 225

 

Loan facility, current

 

 

 -

 

 

 

 581

 

Accrued expenses and other

 

 

 2,903

 

 

 

 456

 

 Total current liabilities

 

 

 5,594

 

 

 

 2,348

 

 

 

 

 

 

 

 

 

 

Lease liabilities

 

 

 288

 

 

 

 532

 

Convertible debentures

 

 

 -

 

 

 

 4,322

 

Warrant Liability

 

 

 -

 

 

 

 6,706

 

Total liabilities

 

 

 5,882

 

 

 

 13,908

 

 

 

 

 

 

 

 

 

 

Stockholders' equity (deficit)

 

 

 42,069

 

 

 

 (3,921 )

 

 

 

 

 

 

 

 

 

Total liabilities and stockholders equity

 

 $ 47,951

 

 

 $ 9,987

 

 

 
6

 

 

PERASO INC.

Reconciliation of GAAP to Non-GAAP Net Income (Loss) and Net Income (Loss) Per Share

(In thousands, except per share amounts; unaudited)

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

Twelve Months Ended

 

 

 

December 31,

 

 

December 31,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GAAP net income (loss) attributable to common stockholders

 

 $ 2,496

 

 

 $ 112

 

 

 $ (10,911 )

 

 $ (15,271 )
Deemed dividend on inducement of conversion of Class C Preferred Shares

 

 

 -

 

 

 

 -

 

 

 

 -

 

 

 

 11,134

 

Accretion of preferred shares presented as dividends

 

 

 -

 

 

 

 -

 

 

 

 -

 

 

 

 1,666

 

Effect of foreign exchange on preferred shares

 

 

 -

 

 

 

 -

 

 

 

 -

 

 

 

 (7,756 )
Stock-based compensation expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

- Research and development

 

 

 630

 

 

 

 757

 

 

 

 2,782

 

 

 

 993

 

- Selling, general and administrative

 

 

 382

 

 

 

 468

 

 

 

 1,691

 

 

 

 718

 

Total stock-based compensation expense

 

 

 1,012

 

 

 

 1,225

 

 

 

 4,473

 

 

 

 1,711

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortization of intangible assets (1)

 

 

 86

 

 

 

 -

 

 

 

 86

 

 

 

 -

 

Business combination transaction costs (2)

 

 

 491

 

 

 

 -

 

 

 

 1,628

 

 

 

 -

 

Change in fair value of warrant liability

 

 

 (7,989 )

 

 

 263

 

 

 

 (8,102 )

 

 

 (96 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-GAAP net income (loss)

 

 $ (3,904 )

 

 $ 1,600

 

 

 $ (12,826 )

 

 $ (8,612 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GAAP net income (loss) attributable to common stockholders per share

 

 $ 0.44

 

 

 $ 0.02

 

 

 $ (1.86 )

 

 $ (3.60 )
Reconciling items

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

- Deemed dividend on inducement of conversion of Class C Preferred Shares

 

 

 -

 

 

 

 -

 

 

 

 -

 

 

 

 2.63

 

- Accretion of preferred shares presented as dividends

 

 

 -

 

 

 

 -

 

 

 

 -

 

 

 

 0.39

 

- Effect of foreign exchange on preferred shares

 

 

 -

 

 

 

 -

 

 

 

 -

 

 

 

 (1.83 )

- Stock-based compensation expense

 

 

 0.18

 

 

 

 0.19

 

 

 

 0.76

 

 

 

 0.40

 

- Amortization of intangible assets (1)

 

 

 0.01

 

 

 

 -

 

 

 

 0.01

 

 

 

 -

 

- Business combination transaction costs (2)

 

 

 0.09

 

 

 

 -

 

 

 

 0.28

 

 

 

 -

 

- Change in fair value of warrant liability

 

 

 (1.42 )

 

 

 0.04

 

 

 

 (1.38 )

 

 

 (0.02 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-GAAP net income (loss) per share

 

 $ (0.70 )

 

 $ 0.25

 

 

 $ (2.19 )

 

 $ (2.03 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares used in computing non-GAAP net income (loss) per share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

 5,616

 

 

 

 5,241

 

 

 

 5,869

 

 

 

 4,242

 

Diluted

 

 

 5,616

 

 

 

 6,298

 

 

 

 5,869

 

 

 

 4,242

 
(1) Non-cash charges for amortization of intangibles arising from aquired assets. These charges are included in research and development expenses.
(2) Business combination transaction costs are included in selling, general and administrative expenses.

 

 
7

 

 

PERASO INC.

Reconciliation of GAAP and Non-GAAP Financial Information

(In thousands; unaudited)

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

Twelve Months Ended

 

 

 

December 31,

 

 

December 31,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Reconciliation of GAAP income (loss) and adjusted EBITDA

 

 

 

 

 

 

 

 

 

 

 

 

GAAP net income (loss) attributable to common stockholders

 

 $ 2,496

 

 

 $ 112

 

 

 $ (10,911 )

 

 $ (15,271 )
Deemed dividend on inducement of conversion of Class C Preferred Shares

 

 

 -

 

 

 

 -

 

 

 

 -

 

 

 

 11,134

 

Accretion of preferred shares presented as dividends

 

 

 -

 

 

 

 -

 

 

 

 -

 

 

 

 1,666

 

Effect of foreign exchange on preferred shares

 

 

 -

 

 

 

 -

 

 

 

 -

 

 

 

 (7,756 )
Stock-based compensation expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

- Research and development

 

 

 630

 

 

 

 757

 

 

 

 2,782

 

 

 

 993

 

- Selling, general and administrative

 

 

 382

 

 

 

 468

 

 

 

 1,691

 

 

 

 718

 

Stock-based compensation expense

 

 

 1,012

 

 

 

 1,225

 

 

 

 4,473

 

 

 

 1,711

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortization of intangibles (1)

 

 

 86

 

 

 

 -

 

 

 

 86

 

 

 

 -

 

Business combination transaction costs (2)

 

 

 491

 

 

 

 -

 

 

 

 1,628

 

 

 

 -

 

Change in fair value of warrant liability

 

 

 (7,989 )

 

 

 263

 

 

 

 (8,102 )

 

 

 (96 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-GAAP net income (loss)

 

 

 (3,904 )

 

 

 1,600

 

 

 

 (12,826 )

 

 

 (8,612 )
EBITDA adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

 246

 

 

 

 265

 

 

 

 1,029

 

 

 

 1,436

 

Interest expense (3)

 

 

 809

 

 

 

 1,530

 

 

 

 2,979

 

 

 

 2,101

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA

 

 $ (2,849 )

 

 $ 3,395

 

 

 $ (8,818 )

 

 $ (5,075 )

 

(1) Non-cash charges for amortization of intangibles arising from aquired assets. These charges are included in research and development expenses.
(2) Business combination transaction costs are included in selling, general and administrative expenses.
(3) Includes amortization of debt discount.

 

 
8