Cepton(CPTN) - 2023 Q4 - Annual Report

Part I Business Cepton specializes in high-performance lidar for Automotive and Smart Infrastructure, navigating a GM award cancellation, Koito acquisition proposal, and a new production award - Cepton focuses on deploying high-performance, mass-market lidar for Automotive (ADAS) and Smart Infrastructure markets, aiming to balance performance, cost, and reliability[19][20] - In December 2023, Koito informed Cepton that GM canceled all outstanding purchase orders related to its series production award. Cepton has submitted a claim for project investment cost recovery[22] - On December 21, 2023, Cepton received a non-binding acquisition proposal from its partner Koito to acquire all outstanding shares not already owned by Koito and other rollover participants. The board is currently evaluating the offer[23][24] - In March 2024, Cepton and its tier 1 partner, Koito, were notified of a new series production award, with details yet to be finalized[25] - As of December 31, 2023, the company had 87 full-time employees, with 16 holding PhDs[106] Risk Factors The company faces significant risks from financial losses, uncertain lidar market adoption, reliance on key partners, program cancellations, capital needs, competition, and Koito's influence - The company is an early-stage entity with a history of losses and expects to incur significant expenses and continuing losses for the foreseeable future[112][117] - The business is highly dependent on the selection of its lidar products for ADAS and autonomous driving systems by automotive OEMs and tier 1 suppliers. The cancellation of the GM series production award highlights the risk of program changes[112][129][162] - Koito holds significant influence over the company through its Preferred Stock ownership, board representation, and investor consent rights on major corporate actions, which may create conflicts of interest[116][255][258] - A material weakness in internal control over financial reporting has been identified, related to not maintaining a sufficient complement of resources with appropriate accounting knowledge for a public company[116][202] Unresolved Staff Comments The company reports that it has no unresolved staff comments from the SEC - There are no unresolved staff comments[287] Cybersecurity The company's cybersecurity risk management is integrated into its overall enterprise risk management process, overseen by the Board of Directors - The Board of Directors oversees enterprise risk management, including cybersecurity threats. The Chief Technology Officer (CTO) is responsible for managing and implementing cybersecurity practices[289] - To date, the company does not believe that known risks from cybersecurity threats have materially affected its business, strategy, or financial condition, and it has not experienced any material cybersecurity incidents[290][291] Properties Cepton's headquarters is a leased 92,842 square foot facility in San Jose, California, which houses business development, G&A, R&D, and manufacturing functions - The company's main facility is a leased 92,842 sq. ft. headquarters in San Jose, CA. It also leases smaller facilities in Santa Clara, CA, and Troy, MI[292] Legal Proceedings The company states that from time to time it may be involved in various legal claims in the normal course of business, but it currently believes none are likely to have a material adverse effect on its financial position - The Company is not currently involved in any legal proceedings that are expected to have a material adverse effect on its financial position[293] Mine Safety Disclosures This item is not applicable to the company - Not applicable[294] Part II Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Cepton's common stock and warrants are listed on The Nasdaq Global Select Market under the symbols "CPTN" and "CPTNW," respectively - Common stock and warrants are listed on Nasdaq under symbols CPTN and CPTNW[297] - As of March 8, 2024, there were approximately 31 holders of record of common stock[298] - The company has never declared or paid cash dividends and does not expect to in the foreseeable future[299] Reserved This item is reserved Management's Discussion and Analysis of Financial Condition and Results of Operations In fiscal year 2023, Cepton's revenue grew 76% to $13.1 million, gross profit improved to $3.6 million, and operating loss narrowed to $50.7 million, with liquidity bolstered by a $100 million Koito investment Fiscal Year 2023 vs 2022 Performance | Metric | 2023 (in thousands) | 2022 (in thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Total Revenue | $13,056 | $7,426 | 76% | | Gross Profit | $3,550 | $194 | NM | | Operating Loss | $(50,703) | $(61,448) | (17%) | | Net (Loss) Income | $(48,546) | $9,380 | NM | - As of December 31, 2023, the company had $56.4 million in cash, cash equivalents, and short-term investments. Management believes this is sufficient to meet liquidity needs for at least the next twelve months[352] - In January 2023, the company completed the sale of 100,000 shares of Series A Convertible Preferred Stock to Koito for $100.0 million[354] - The company has an accumulated deficit of $134.6 million as of December 31, 2023, and incurred negative cash flows from operating activities of $35.5 million for the year[355] Quantitative and Qualitative Disclosures About Market Risk The company's primary market risk exposures are from fluctuations in foreign currency exchange rates and interest rates - The company's main market risks are foreign currency exchange rates and interest rates[382] - Substantially all revenue is denominated in U.S. dollars, while expenses are primarily in the U.S. and Germany. The company does not currently use hedging strategies[385] - The company does not believe inflation has had a material effect on its business or results of operations[383] Financial Statements and Supplementary Data This section presents Cepton's audited consolidated financial statements for 2023 and 2022, including balance sheets, statements of operations, cash flows, and notes detailing key accounting policies and significant events Consolidated Balance Sheet Highlights (in thousands) | | Dec 31, 2023 (in thousands) | Dec 31, 2022 (in thousands) | | :--- | :--- | :--- | | Assets | | | | Cash and cash equivalents | $50,406 | $31,953 | | Total current assets | $63,649 | $46,214 | | Total assets | $76,449 | $50,316 | | Liabilities & Equity | | | | Total current liabilities | $7,069 | $47,042 | | Total liabilities | $15,925 | $48,683 | | Total stockholders' equity (deficit) | $(38,367) | $1,633 | Consolidated Statement of Operations Highlights (in thousands) | | Year Ended Dec 31, 2023 (in thousands) | Year Ended Dec 31, 2022 (in thousands) | | :--- | :--- | :--- | | Total revenue | $13,056 | $7,426 | | Gross profit | $3,550 | $194 | | Operating loss | $(50,703) | $(61,448) | | Net (loss) income | $(48,546) | $9,380 | Consolidated Cash Flow Highlights (in thousands) | | Year Ended Dec 31, 2023 (in thousands) | Year Ended Dec 31, 2022 (in thousands) | | :--- | :--- | :--- | | Net cash used in operating activities | $(35,523) | $(57,997) | | Net cash used in investing activities | $(2,362) | $(1,551) | | Net cash provided by financing activities | $54,632 | $88,550 | - A one-for-ten reverse stock split became effective on September 21, 2023. All share and per-share amounts have been retroactively adjusted[411] - As a result of the GM series production award cancellation, the company has a contingent liability for a potential loss of up to $1.3 million to contract manufacturers and a contingent gain from a significant recovery claim submitted to Koito, which was not recognized as of Dec 31, 2023[538][539] Changes in and Disagreements With Accountants on Accounting and Financial Disclosures The company reports no changes in or disagreements with its accountants on accounting and financial disclosures - None reported[554] Controls and Procedures Management concluded that the company's disclosure controls and procedures were not effective as of December 31, 2023 - Disclosure controls and procedures were concluded to be not effective as of December 31, 2023[556] - A material weakness in internal control over financial reporting was identified and continues to exist. The weakness is due to not maintaining a sufficient complement of resources with an appropriate level of accounting knowledge and experience for a public company[557] Other Information The company reports no other information - None[563] Disclosure Regarding Foreign Jurisdictions that Prevent Inspections This item is not applicable to the company - Not applicable[564] Part III Directors, Executive Officers and Corporate Governance The company is led by President and CEO Dr. Jun Pei, with a seven-member Board of Directors divided into three staggered classes, four of whom are independent - The executive team is led by Dr. Jun Pei, President, CEO & Chairman of the Board[567][568] - The Board of Directors is comprised of seven members and is staggered into three classes, with terms expiring in 2024, 2025, and 2026[583] - The Board has determined that four of its directors are independent: Dr. Jun Ye, Mr. George Syllantavos, Dr. Mei (May) Wang, and Mr. Xiaogang (Jason) Zhang[676] - Two directors, Mr. Takayuki Katsuda and Mr. Hideharu (Harry) Konagaya, are designees of Koito and are not considered independent[658][677] Executive Compensation Executive compensation includes base salary, potential annual cash bonuses, and long-term equity awards, with CEO Dr. Jun Pei's total compensation at $0.56 million for 2023, and non-employee directors receiving cash and RSU grants 2023 Named Executive Officer Compensation | Name and Principal Position | Year | Salary ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) | | :--- | :--- | :--- | :--- | :--- | :--- | | Dr. Jun Pei, CEO | 2023 | 320,000 | 238,273 | — | 558,273 | | Mr. Mitchell Hourtienne, CCO | 2023 | 280,000 | 302,683 | 72,390 | 655,073 | | Dr. Dongyi Liao, CTO | 2023 | 280,000 | 328,483 | — | 608,483 | - No discretionary cash bonuses were awarded to any of the Named Executive Officers for 2023[617] - Employment agreements for NEOs provide for severance payments (12-18 months of base salary) and accelerated equity vesting upon termination without cause or for good reason, with enhanced benefits if termination occurs in connection with a change in control[619][620] - Non-employee directors receive an annual cash retainer of $0.04 million, additional retainers for committee service, and an annual RSU award valued at approximately $0.12 million[624][625] Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters As of March 8, 2024, Koito Manufacturing Co., Ltd. is a significant beneficial owner at 29.9%, with CEO Dr. Jun Pei at 16.2%, and all current directors and executive officers as a group owning approximately 35.8% Security Ownership of >5% Beneficial Owners (as of March 8, 2024) | Name of Beneficial Owner | Number of Shares Beneficially Owned | Percentage (%) | | :--- | :--- | :--- | | Koito Manufacturing Co., Ltd. | 5,946,705 | 29.9% | | Dr. Jun Ye (Director) | 2,591,695 | 16.3% | | Dr. Jun Pei (CEO & Director) | 2,579,098 | 16.2% | | Mark McCord | 1,031,771 | 6.5% | | Yupeng Cui | 963,098 | 6.0% | | All directors and executive officers as a group (11 individuals) | 5,923,451 | 35.8% | Certain Relationships and Related Transactions, and Director Independence The company's most significant related party relationship is with Koito Manufacturing Co., Ltd., a major stockholder and strategic partner, which invested $100 million in January 2023, granting significant rights and later submitting an acquisition proposal - On January 19, 2023, the company sold 100,000 shares of Series A Convertible Preferred Stock to Koito for $100.0 million[657] - An Investor Rights Agreement grants Koito the right to designate two directors to the Board and requires Koito's consent for numerous significant corporate actions, including issuing senior securities, incurring substantial debt, and making large acquisitions[658][659] - Koito is a major customer, accounting for 52% of total revenues in 2023. In December 2023, Koito cancelled all purchase orders related to the GM series production award[670][545] - On December 21, 2023, Cepton received a non-binding indication of interest from Koito to acquire 100% of the outstanding shares not already owned by Koito and other rollover participants[672] Principal Accounting Fees and Services The company's independent registered public accounting firm is KPMG LLP. All services and fees were pre-approved by the Audit Committee Accounting Fees Billed by KPMG LLP | Fee Category | 2023 ($) | 2022 ($) | | :--- | :--- | :--- | | Audit Fees | $670,000 | $680,000 | | Audit-Related Fees | — | — | | Tax Fees | — | — | | All Other Fees | — | — | | Total Fees | $670,000 | $680,000 | Part IV Exhibits and Financial Statement Schedules This section lists the documents filed as part of the Annual Report on Form 10-K, including the Business Combination Agreement, corporate governance documents, material contracts, and various certifications Form 10-K Summary This item is not applicable - None[687]