Employer payroll taxes related to stock-based compensation resulting from our IPO
We exclude employer payroll taxes related to the time-based vesting and net settlement of restricted stock units in connection with our initial public offering (the “IPO”), because this does not correlate to the operation of our business. We believe that excluding this item provides meaningful supplemental information regarding operational performance given the amount of employer payroll tax-related items on employee stock transactions was immaterial prior to our IPO.
Income tax effect
This represents the impact of the non-GAAP adjustments on an after-tax basis and one-off discrete tax adjustments that are unrelated to our core operating performance in connection with the presentation of non-GAAP net income (loss) and non-GAAP net income (loss) per diluted share. This approach is designed to enhance investors’ ability to understand the impact of our non-GAAP tax expense on its current operations, provide improved modeling accuracy, and substantially reduce fluctuations caused by GAAP to non-GAAP adjustments.
Non-GAAP pro forma weighted-average shares to compute non-GAAP pro forma net income (loss) per share
We present non-GAAP pro forma weighted-average shares, assuming our redeemable convertible preferred stock is converted from the beginning of each respective periods presented, to provide meaningful supplemental information regarding EPS trend on a consistent basis. All of our outstanding redeemable preferred stock converted into the equivalent number of shares of common stock in connection with our IPO.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements based on Astera Labs' current expectations. The words "believe", "estimate", "expect", "intend", "anticipate", "plan", "project", "will", and similar phrases as they relate to Astera Labs are intended to identify such forward-looking statements. These forward-looking statements reflect the current views and assumptions of Astera Labs and are subject to various risks and uncertainties that could cause actual results to differ materially from expectations. These forward-looking statements include but are not limited to, statements regarding our future operating results, financial position and guidance, our business strategy and plans, our objectives for future operations, our development or delivery of new or enhanced products and anticipated results of those products for our customers, including the anticipated market opportunity and success of the Scorpio Smart Fabric Switch family of products and our AI platform dollar content opportunity, our competitive positioning, technological capabilities and plans, and macroeconomic trends in cloud and AI infrastructure. A variety of risks and factors that are beyond our control could cause actual results to differ materially from those in the forward-looking statements including, without limitation: the competitive and cyclical nature of the semiconductor industry; the concentration of our customer base; the changes in demand for AI; the challenging macroeconomic environment; risks that demand and the supply chain may be adversely affected, including by military conflict (such as between Russia/Ukraine and Israel/Hamas), terrorism, sanctions or other geopolitical events globally (including conflict between Taiwan and China); quarterly fluctuations in revenues and operating results; difficulties developing new products that achieve market acceptance; risks associated with managing international activities (including trade barriers, particularly with respect to China); absence of long-term commitments from customers; risks that Astera Labs may not be able to manage strains associated with its growth; credit risks associated with its accounts receivable; stock price volatility; information technology risks, including cyber-attacks against Astera Labs' products and its networks; and other risks and uncertainties that are detailed under the caption “Risk Factors” and elsewhere in our Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) and the other SEC filings and reports Astera Labs may make from time to time. Moreover, we operate in a very competitive and rapidly changing environment, and new risks may emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor(s) may cause actual results or outcomes to differ materially from those contained in any forward-looking statements we may make. Accordingly, you should not rely on any of the forward-looking statements. Astera Labs disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.
About Astera Labs
Our PCIe, CXL and Ethernet semiconductor-based connectivity solutions are purpose-built to unleash the full potential of accelerated computing at cloud-scale. Inspired by trusted partnerships with hyperscalers and the data center ecosystem, we are an innovation leader of products that are customizable, interoperable, and reliable. Discover how we are transforming AI and modern data-driven applications at www.asteralabs.com.
ASTERA LABS, INC. |
||||||||
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (In thousands) |
||||||||
|
|
September 30,
|
|
December 31,
|
||||
Assets |
|
|
|
|
||||
Current assets |
|
|
|
|
||||
Cash and cash equivalents |
|
$ |
126,117 |
|
|
$ |
45,098 |
|
Marketable securities |
|
|
760,684 |
|
|
|
104,215 |
|
Accounts receivable, net |
|
|
25,386 |
|
|
|
8,335 |
|
Inventory |
|
|
24,415 |
|
|
|
24,095 |
|
Prepaid expenses and other current assets |
|
|
8,987 |
|
|
|
4,064 |
|
Total current assets |
|
|
945,589 |
|
|
|
185,807 |
|
Property and equipment, net |
|
|
35,137 |
|
|
|
4,712 |
|
Other assets |
|
|
2,339 |
|
|
|
5,773 |
|
Total assets |
|
$ |
983,065 |
|
|
$ |
196,292 |
|
|
|
|
|
|
||||
Liabilities, Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit) |
||||||||
Current liabilities |
|
|
|
|
||||
Accounts payable |
|
$ |
18,551 |
|
|
$ |
6,337 |
|
Accrued expenses and other current liabilities |
|
|
69,489 |
|
|
|
28,742 |
|
Total current liabilities |
|
|
88,040 |
|
|
|
35,079 |
|
Other liabilities |
|
|
5,413 |
|
|
|
3,787 |
|
Total liabilities |
|
|
93,453 |
|
|
|
38,866 |
|
Commitments and contingencies |
|
|
|
|
||||
Redeemable convertible preferred stock |
|
|
— |
|
|
|
255,127 |
|
Stockholders’ equity (deficit) |
|
|
|
|
||||
Common stock |
|
|
16 |
|
|
|
4 |
|
Additional paid-in capital |
|
|
1,118,675 |
|
|
|
27,411 |
|
Accumulated other comprehensive income |
|
|
4,430 |
|
|
|
259 |
|
Accumulated deficit |
|
|
(233,509 |
) |
|
|
(125,375 |
) |
Total stockholders’ equity (deficit) |
|
|
889,612 |
|
|
|
(97,701 |
) |
Total liabilities, redeemable convertible preferred stock and stockholders’ equity (deficit) |
|
$ |
983,065 |
|
|
$ |
196,292 |
|
ASTERA LABS, INC. |
||||||||||||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (In thousands, except per share amounts) |
||||||||||||||||||||
|
|
Three Months Ended |
|
Nine Months Ended |
||||||||||||||||
|
|
September 30,
|
|
June 30,
|
|
September 30,
|
|
September 30,
|
|
September 30,
|
||||||||||
Revenue |
|
$ |
113,086 |
|
|
$ |
76,850 |
|
|
$ |
36,928 |
|
|
$ |
255,194 |
|
|
$ |
65,280 |
|
Cost of revenue |
|
|
25,209 |
|
|
|
16,996 |
|
|
|
8,823 |
|
|
|
56,943 |
|
|
|
24,478 |
|
Gross profit |
|
|
87,877 |
|
|
|
59,854 |
|
|
|
28,105 |
|
|
|
198,251 |
|
|
|
40,802 |
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating expenses |
|
|
|
|
|
|
|
|
|
|
||||||||||
Research and development |
|
|
50,659 |
|
|
|
40,089 |
|
|
|
20,626 |
|
|
|
144,306 |
|
|
|
53,753 |
|
Sales and marketing |
|
|
23,248 |
|
|
|
22,076 |
|
|
|
5,507 |
|
|
|
100,834 |
|
|
|
14,997 |
|
General and administrative |
|
|
22,866 |
|
|
|
22,036 |
|
|
|
3,949 |
|
|
|
69,321 |
|
|
|
10,569 |
|
Total operating expenses |
|
|
96,773 |
|
|
|
84,201 |
|
|
|
30,082 |
|
|
|
314,461 |
|
|
|
79,319 |
|
Operating loss |
|
|
(8,896 |
) |
|
|
(24,347 |
) |
|
|
(1,977 |
) |
|
|
(116,210 |
) |
|
|
(38,517 |
) |
Interest income |
|
|
10,912 |
|
|
|
10,264 |
|
|
|
1,724 |
|
|
|
23,730 |
|
|
|
4,875 |
|
Income (loss) before income taxes |
|
|
2,016 |
|
|
|
(14,083 |
) |
|
|
(253 |
) |
|
|
(92,480 |
) |
|
|
(33,642 |
) |
Income tax (benefit) provision |
|
|
9,609 |
|
|
|
(6,537 |
) |
|
|
2,871 |
|
|
|
15,654 |
|
|
|
6,940 |
|
Net loss |
|
$ |
(7,593 |
) |
|
$ |
(7,546 |
) |
|
$ |
(3,124 |
) |
|
$ |
(108,134 |
) |
|
$ |
(40,582 |
) |
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net loss per share attributable to common stockholders: |
||||||||||||||||||||
Basic and diluted |
|
$ |
(0.05 |
) |
|
$ |
(0.05 |
) |
|
$ |
(0.08 |
) |
|
$ |
(0.89 |
) |
|
$ |
(1.11 |
) |
Weighted-average shares used in calculating net loss per share attributable to common stockholders: |
||||||||||||||||||||
Basic and diluted |
|
|
156,831 |
|
|
|
155,199 |
|
|
|
37,470 |
|
|
|
121,649 |
|
|
|
36,627 |
|
ASTERA LABS, INC. |
||||||||
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (In thousands) |
||||||||
|
|
Nine Months Ended |
||||||
|
|
September 30,
|
|
September 30,
|
||||
Cash flows from operating activities |
|
|
|
|
||||
Net loss |
|
$ |
(108,134 |
) |
|
$ |
(40,582 |
) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities |
|
|
|
|
||||
Stock-based compensation |
|
|
186,370 |
|
|
|
7,380 |
|
Inventory write-downs |
|
|
951 |
|
|
|
10,172 |
|
Depreciation |
|
|
2,180 |
|
|
|
1,241 |
|
Non-cash operating lease expense |
|
|
1,687 |
|
|
|
886 |
|
Warrants contra revenue |
|
|
946 |
|
|
|
438 |
|
Accretion of discounts on marketable securities |
|
|
(4,868 |
) |
|
|
(1,039 |
) |
Changes in operating assets and liabilities: |
|
|
|
|
||||
Accounts receivable, net |
|
|
(17,054 |
) |
|
|
(6,494 |
) |
Inventory |
|
|
(1,271 |
) |
|
|
597 |
|
Prepaid expenses and other assets |
|
|
(4,998 |
) |
|
|
(220 |
) |
Accounts payable |
|
|
11,723 |
|
|
|
(663 |
) |
Accrued expenses and other liabilities |
|
|
31,094 |
|
|
|
2,184 |
|
Operating lease liability |
|
|
(1,653 |
) |
|
|
(1,015 |
) |
Net cash provided by (used in) operating activities |
|
|
96,973 |
|
|
|
(27,115 |
) |
|
|
|
|
|
||||
Cash flows from investing activities |
|
|
|
|
||||
Purchases of property and equipment |
|
|
(18,797 |
) |
|
|
(1,750 |
) |
Purchases of marketable securities |
|
|
(724,921 |
) |
|
|
(102,836 |
) |
Maturities of marketable securities |
|
|
36,579 |
|
|
|
29,000 |
|
Sales of marketable securities |
|
|
40,998 |
|
|
|
63,778 |
|
Net cash used in investing activities |
|
|
(666,141 |
) |
|
|
(11,808 |
) |
|
|
|
|
|
||||
Cash flows from financing activities |
|
|
|
|
||||
Proceeds from issuance of common stock in connection with initial public offering, net of underwriting discounts and commissions |
|
|
672,198 |
|
|
|
— |
|
Payment of deferred offering costs |
|
|
(4,801 |
) |
|
|
(105 |
) |
Tax withholding related to net share settlements of restricted stock units |
|
|
(20,111 |
) |
|
|
— |
|
Proceeds from exercises of stock options, net of repurchases |
|
|
2,901 |
|
|
|
662 |
|
Net cash provided by financing activities |
|
|
650,187 |
|
|
|
557 |
|
Net increase (decrease) in cash and cash equivalents |
|
|
81,019 |
|
|
|
(38,366 |
) |
Cash and cash equivalents |
|
|
|
|
||||
Beginning of the period |
|
|
45,098 |
|
|
|
76,088 |
|
End of the period |
|
$ |
126,117 |
|
|
$ |
37,722 |
|
ASTERA LABS, INC. |
||||||||||||||||||||
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES (Unaudited) (In thousands, except percentages and per share amounts) |
||||||||||||||||||||
|
|
Three Months Ended |
|
Nine Months Ended |
||||||||||||||||
|
|
September 30,
|
|
June 30,
|
|
September 30,
|
|
September 30,
|
|
September 30,
|
||||||||||
GAAP gross profit |
|
$ |
87,877 |
|
|
$ |
59,854 |
|
|
$ |
28,105 |
|
|
$ |
198,251 |
|
|
$ |
40,802 |
|
Stock-based compensation expense upon IPO (1) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
516 |
|
|
|
— |
|
Stock-based compensation expense |
|
|
102 |
|
|
|
84 |
|
|
|
9 |
|
|
|
198 |
|
|
|
16 |
|
Non-GAAP gross profit |
|
$ |
87,979 |
|
|
$ |
59,938 |
|
|
$ |
28,114 |
|
|
$ |
198,965 |
|
|
$ |
40,818 |
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
GAAP gross margin |
|
|
77.7 |
% |
|
|
77.9 |
% |
|
|
76.1 |
% |
|
|
77.7 |
% |
|
|
62.5 |
% |
Stock-based compensation expense upon IPO (1) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
0.2 |
|
|
|
— |
|
Stock-based compensation expense |
|
|
0.1 |
|
|
|
0.1 |
|
|
|
— |
|
|
|
0.1 |
|
|
|
— |
|
Non-GAAP gross margin |
|
|
77.8 |
% |
|
|
78.0 |
% |
|
|
76.1 |
% |
|
|
78.0 |
% |
|
|
62.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||||
GAAP operating loss |
|
$ |
(8,896 |
) |
|
$ |
(24,347 |
) |
|
$ |
(1,977 |
) |
|
$ |
(116,210 |
) |
|
$ |
(38,517 |
) |
Stock-based compensation expense upon IPO (1) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
88,873 |
|
|
|
— |
|
Stock-based compensation expense |
|
|
45,535 |
|
|
|
43,067 |
|
|
|
2,711 |
|
|
|
97,497 |
|
|
|
7,380 |
|
Employer payroll tax related to stock-based compensation from IPO (2) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1,072 |
|
|
|
— |
|
Non-GAAP operating income (loss) |
|
$ |
36,639 |
|
|
$ |
18,720 |
|
|
$ |
734 |
|
|
$ |
71,232 |
|
|
$ |
(31,137 |
) |
|
|
|
|
|
|
|
|
|
|
|
||||||||||
GAAP operating margin |
|
|
(7.9 |
)% |
|
|
(31.6 |
)% |
|
|
(5.3 |
)% |
|
|
(45.5 |
)% |
|
|
(59.0 |
)% |
Stock-based compensation expense upon IPO (1) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
34.8 |
|
|
|
— |
|
Stock-based compensation expense |
|
|
40.3 |
|
|
|
56.0 |
|
|
|
7.3 |
|
|
|
38.2 |
|
|
|
11.3 |
|
Employer payroll tax related to stock-based compensation from IPO (2) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
0.4 |
|
|
|
— |
|
Non-GAAP operating margin |
|
|
32.4 |
% |
|
|
24.4 |
% |
|
|
2.0 |
% |
|
|
27.9 |
% |
|
|
(47.7 |
)% |
|
|
|
|
|
|
|
|
|
|
|
||||||||||
GAAP net loss |
|
$ |
(7,593 |
) |
|
$ |
(7,546 |
) |
|
$ |
(3,124 |
) |
|
$ |
(108,134 |
) |
|
$ |
(40,582 |
) |
Stock-based compensation expense upon IPO (1) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
88,873 |
|
|
|
— |
|
Stock-based compensation expense |
|
|
45,535 |
|
|
|
43,067 |
|
|
|
2,711 |
|
|
|
97,497 |
|
|
|
7,380 |
|
Employer payroll tax related to stock-based compensation from IPO (2) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1,072 |
|
|
|
— |
|
Income tax effect (3) |
|
|
2,340 |
|
|
|
(13,296 |
) |
|
|
— |
|
|
|
(2,471 |
) |
|
|
— |
|
Non-GAAP net income (loss) |
|
$ |
40,282 |
|
|
$ |
22,225 |
|
|
$ |
(413 |
) |
|
$ |
76,837 |
|
|
$ |
(33,202 |
) |
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net (loss) income per share attributable to common stockholders: |
||||||||||||||||||||
GAAP - basic and diluted |
|
$ |
(0.05 |
) |
|
$ |
(0.05 |
) |
|
$ |
(0.08 |
) |
|
$ |
(0.89 |
) |
|
$ |
(1.11 |
) |
Non-GAAP pro forma - diluted |
|
$ |
0.23 |
|
|
$ |
0.13 |
|
|
$ |
— |
|
|
$ |
0.46 |
|
|
$ |
(0.26 |
) |
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Weighted average shares used to compute net (loss) income per share attributable to common stockholders: |
||||||||||||||||||||
GAAP - basic and diluted |
|
|
156,831 |
|
|
|
155,199 |
|
|
|
37,470 |
|
|
|
121,649 |
|
|
|
36,627 |
|
Non-GAAP pro forma - diluted (4) |
|
|
173,832 |
|
|
|
175,279 |
|
|
|
128,361 |
|
|
|
165,463 |
|
|
|
127,518 |
|
____________________ |
(1) Stock-based compensation expense recognized in connection with the time-based vesting and settlement of RSUs that had previously met the time-based vesting condition and for which the liquidity event vesting condition was satisfied in connection with our IPO. |
(2) Employer payroll taxes related to the time-based vesting and settlement of RSUs, that had previously met the time-based vesting condition and for which the liquidity event vesting condition was satisfied in connection with our IPO. |
(3) The income tax effect represents the impact of the non-GAAP adjustments on an after-tax basis and one-off discrete tax adjustments that are unrelated to our core operating performance in connection with the presentation of non-GAAP net income (loss) and non-GAAP pro-forma net income (loss) per diluted share. For the three months ended September 30, 2024 and June 30, 2024, the non-GAAP tax rates were approximately of 15% and 23%, respectively. For the nine months ended September 30, 2024, the non-GAAP tax rate was approximately 19%. The adjustments for the three and nine months ended September 30, 2023 were not material. |
(4) We present the non-GAAP pro-forma weighted average shares to provide meaningful supplemental information of comparable shares for each periods presented. The non-GAAP pro forma weighted average shares is calculated as follows: |
|
|
Three Months Ended |
|
Nine Months Ended |
||||||
|
|
September 30,
|
|
June 30,
|
|
September 30,
|
|
September 30,
|
|
September 30,
|
Shares used to compute GAAP net loss per share attributable to common stockholders - diluted |
|
156,831 |
|
155,199 |
|
37,470 |
|
121,649 |
|
36,627 |
Weighted average effect of the assumed conversion of redeemable convertible preferred stock from the beginning of the periods |
|
— |
|
— |
|
90,891 |
|
25,809 |
|
90,891 |
Effect of dilutive equivalent shares |
|
17,001 |
|
20,080 |
|
— |
|
18,005 |
|
— |
Shares used to compute non-GAAP pro forma net income (loss) per share- diluted |
|
173,832 |
|
175,279 |
|
128,361 |
|
165,463 |
|
127,518 |
ASTERA LABS, INC. |
|||||||||||||||
SUPPLEMENTAL FINANCIAL INFORMATION STOCK-BASED COMPENSATION EXPENSE (Unaudited) (In thousands) |
|||||||||||||||
|
Three Months Ended |
|
Nine Months Ended |
||||||||||||
|
September 30,
|
|
June 30,
|
|
September 30,
|
|
September 30,
|
|
September 30,
|
||||||
Cost of revenue |
$ |
102 |
|
$ |
84 |
|
$ |
9 |
|
$ |
714 |
|
$ |
16 |
|
Research and development |
|
14,641 |
|
|
12,971 |
|
|
1,706 |
|
|
57,619 |
|
|
5,057 |
|
Sales and marketing |
|
16,200 |
|
|
15,758 |
|
|
691 |
|
|
81,216 |
|
|
1,386 |
|
General and administrative |
|
14,592 |
|
|
14,254 |
|
|
305 |
|
|
46,821 |
|
|
921 |
|
Total stock-based compensation expense (1) |
$ |
45,535 |
|
$ |
43,067 |
|
$ |
2,711 |
|
$ |
186,370 |
|
$ |
7,380 |
____________________ |
(1) Stock-based compensation expense recognized during the nine months ended September 30, 2024 included $88.9 million of cumulative stock-based compensation expense related to the time-based vesting and settlement of RSUs that had previously met the time-based vesting condition and for which the liquidity event vesting condition was satisfied in connection with our IPO. |