EX-99 2 bgry-ex99_1.htm EX-99.1 EX-99

Exhibit 99.1

March 29, 2023 img169312409_0.jpg

 

 

 

Berkshire Grey Reports Fourth-Quarter and Full-Year 2022 Results

Revenue of $66 Million for Full Year 2022 Meets Full Year Outlook

Company Achieves Positive Gross Margins in Q4

 

BEDFORD, Mass. – March 29, 2023 – Berkshire Grey Inc. (Nasdaq: BGRY) (the “Company”), a leader in AI-enabled robotic solutions that automate supply chain processes, today announced results for its fourth quarter and year ended December 31, 2022. The Company:

Executed 71 installations of Berkshire Grey’s advanced robotics solutions during 2022.
Entered 2023 with backlog of approximately $100 million.
Increased total orders since inception to $265 million
Achieved positive gross margin in the fourth quarter of 2022.

 

“We had another strong quarter in terms of execution, and we continue to make significant progress improving our financial performance,” said Tom Wagner, Chief Executive Officer of the Company. “Our customers are impressed with the ability of our AI-enabled robotics solutions to increase efficiency and drive out costs across their logistics operations.”

 

Full Year 2022 Financial Highlights

Total orders received in 2022 of over $65.0 million.
Revenue of $65.9 million, an increase of 29% compared to 2021. Revenue includes $3.6 million for the provision for common stock warrants, which is recorded as a reduction in revenue.
Net loss of $102.8 million, or ($0.44) per share.
Adjusted EBITDA of ($105.4) million.

 

About Berkshire Grey

Berkshire Grey (Nasdaq: BGRY) helps customers radically change the essential way they do business by delivering game-changing technology that combines AI and robotics to automate fulfillment, supply chain, and logistics operations. Berkshire Grey solutions are a fundamental engine of change that transform pick, pack, move, store, organize, and sort operations to deliver competitive advantage for enterprises serving today’s connected consumers. Berkshire Grey customers include Global 100 retailers and logistics service providers. More information is available at www.berkshiregrey.com.

 

Non-GAAP Financial Measures
In addition to our financial results determined in accordance with U.S. generally accepted accounting

 


Exhibit 99.1

principles (“GAAP”), we believe that Adjusted EBITDA, a non-GAAP financial measure, is useful in evaluating the performance of our business. We define Adjusted EBITDA as net loss less other income or expense, income taxes, depreciation, and amortization expense, change in fair value of warrant liabilities, FedEx warrant provision, and stock-based compensation expense. This non-GAAP measure has limitations as an analytical tool. We do not, nor do we suggest that investors should, consider such non-GAAP financial measures in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. Investors should also note that the non-GAAP financial measures we use may not be the same non-GAAP financial measures, and may not be calculated in the same manner, as that of other companies. We recommend that investors review the reconciliation of this non-GAAP measure to the most directly comparable GAAP financial measure provided in the financial statement tables included below in this press release, and not rely on any single financial measure to evaluate our business.

 

Cautionary Note Regarding Forward-Looking Statements
This communication contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical facts contained in this communication, including statements regarding Berkshire Grey’s beliefs regarding future operating performance and demand for Berkshire Grey’s solutions in general, are forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential” or “continue” or the negative of these terms or other similar expressions. The forward-looking statements in this communication are only predictions. Berkshire Grey has based these forward-looking statements on current information and management’s current expectations and beliefs. These forward-looking statements are subject to a number of significant risks and uncertainties, including, without limitation (a) risks and uncertainties related to Berkshire Grey’s proposed merger with a wholly-owned subsidiary of SoftBank Group Corp. (the “Proposed Merger”) such as (i) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement; (ii) the failure to obtain stockholder approval of the Proposed Merger; (iii) the failure to obtain certain required regulatory approvals to the completion of the Proposed Merger or the failure to satisfy any of the other conditions to the completion of the Proposed Merger; (iv) the effect of the announcement of the Proposed Merger on the ability of the Company to retain and hire key personnel and maintain relationships with its key business partners and customers, and others with whom it does business, or on its operating results and businesses generally; (v) the response of the Company’s competitors to the Proposed Merger; (vi) risks associated with the disruption of management’s attention from ongoing business operations due to the Proposed Merger; (vii) the ability to meet expectations regarding the timing and completion of the Proposed Merger; (viii) significant costs associated with the Proposed Merger, including the timing, receipt and terms and conditions of any required governmental and regulatory approvals of the Proposed Merger; (ix) potential litigation relating to the Proposed Merger; (x) restrictions during the pendency of the Proposed Merger that may impact the Company’s ability to pursue certain business opportunities; (xi) the outcome of any legal proceedings that may be instituted against the parties and others following announcement of the merger agreement; and (xii) the completion of the convertible note financing that was agreed to with the merger agreement; (b) current and future conditions in the global economy, including as a result of the impact of the COVID-19 pandemic, inflation and rising interest rates; (c) the loss of any customers, or the termination of existing

 


Exhibit 99.1

contracts by any customers; (d) the inability to penetrate new markets and generate revenues from the pipeline; (e) demand for Berkshire Grey products and services from FedEx and other customers that does not grow as expected; (f) dependence on a limited number of third-party contract manufacturers; (g) the failure to manage any growth in the company or its business; (h) increased competition; (i) the difficulty of predicting order flow and revenue generated from Berkshire Grey’s small number of customers with generally large order sizes and many variables that can impact project schedules and the completion of sales; (j) risks associated with Berkshire Grey’s plans to develop and commercialize its product candidates to meet constantly evolving customer demands; (k) Berkshire Grey’s ability to maintain and establish collaborations or obtain additional funding; (l) other risks associated with companies, such as Berkshire Grey, that are engaged in the intelligent automation industry; and (m) other risks and uncertainties described under “Risk Factors” and elsewhere in the Company’s most recent Annual Report on Form 10-K filed with the SEC, and such other reports as Berkshire Grey has filed or may file with the SEC from time to time. Although such forward-looking statements have been made in good faith and are based on assumptions that Berkshire Grey believes to be reasonable, there is no assurance that the expected results will be achieved, and Berkshire Grey’s actual results may differ materially from the results discussed in forward-looking statements. Readers are cautioned not to place undue reliance upon any forward-looking statements. These forward-looking statements are made only as of the date hereof, and Berkshire Grey does not undertake any obligations to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

 

Contacts:

Investors: Ian Rhoades
Sharon Merrill Associate, Inc.
BGRY@investorrelations.com

 

Media: Method Communications for Berkshire Grey
berkshiregrey@methodcommunications.com

 

 

 

 

 

 

 

 

BERKSHIRE GREY, INC.

Consolidated Statements of Operations and Comprehensive Loss

(Unaudited)

(in thousands, except for share data)

 

 


Exhibit 99.1

 

 

Years Ended December 31,

 

 

 

2022

 

 

2021

 

Revenue

 

$

65,850

 

 

$

50,852

 

Cost of revenue

 

 

71,118

 

 

 

59,099

 

Gross loss

 

 

(5,268

)

 

 

(8,247

)

Operating expenses:

 

 

 

 

 

 

General and administrative expense

 

 

22,491

 

 

 

40,313

 

Sales and marketing expense

 

 

13,503

 

 

 

51,960

 

Research and development expense

 

 

72,580

 

 

 

63,819

 

Total operating expenses

 

 

108,574

 

 

 

156,092

 

Loss from operations

 

 

(113,842

)

 

 

(164,339

)

Other income (expense)

 

 

 

 

 

 

Interest income

 

 

163

 

 

 

32

 

Change in fair value of warrant liabilities

 

 

12,391

 

 

 

11,061

 

Other (expense)

 

 

(1,398

)

 

 

(76

)

Net loss before income taxes

 

 

(102,686

)

 

 

(153,322

)

Income tax

 

108

 

 

 

58

 

Net loss

 

$

(102,794

)

 

$

(153,380

)

Other comprehensive (loss):

 

 

 

 

 

 

Net foreign currency translation adjustments

 

 

(23

)

 

 

(17

)

Total comprehensive loss

 

$

(102,817

)

 

$

(153,397

)

Net loss per common share (Class A and C) – basic and diluted

 

$

(0.44

)

 

$

(1.33

)

Weighted average shares outstanding – basic and diluted

 

 

234,675,258

 

 

 

115,301,526

 

 

 

 

 

 

 

 

 

 

 

 

 


BERKSHIRE GREY, INC.

Consolidated Balance Sheets

(Unaudited)

(in thousands, except for share data)

 

 


Exhibit 99.1

 

 

December 31,

 

 

 

2022

 

 

2021

 

ASSETS

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

64,322

 

 

$

171,089

 

Accounts receivable

 

 

5,006

 

 

 

13,291

 

Inventories – net

 

 

8,090

 

 

 

2,641

 

Deferred fulfillment costs

 

 

3,971

 

 

 

7,689

 

Prepaid expenses

 

 

4,293

 

 

 

5,138

 

Contract assets

 

 

7,333

 

 

 

4,257

 

Other current assets

 

 

1,254

 

 

 

821

 

Total current assets

 

 

94,269

 

 

 

204,926

 

Property and equipment – net

 

 

10,810

 

 

 

10,874

 

Operating lease right-of-use assets

 

 

7,485

 

 

 

 

Restricted cash

 

 

1,254

 

 

 

862

 

Other non-current assets

 

 

23

 

 

 

22

 

Total assets

 

$

113,841

 

 

$

216,684

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Accounts payable

 

$

5,290

 

 

$

6,766

 

Accrued expenses

 

 

10,698

 

 

 

15,659

 

Contract liabilities

 

 

15,923

 

 

 

19,216

 

Other current liabilities

 

 

1,039

 

 

 

146

 

Total current liabilities

 

 

32,950

 

 

 

41,787

 

Share-based compensation liability

 

 

1,089

 

 

 

15,435

 

Warrant liability

 

 

885

 

 

 

13,277

 

Operating lease liabilities, noncurrent

 

 

8,590

 

 

 

 

Other non-current liabilities

 

 

 

 

 

1,954

 

Total liabilities

 

 

43,514

 

 

 

72,453

 

Stockholders’ equity:

 

 

 

 

 

 

Common stock – Class A shares, $0.0001 par value; 385,000,000 shares authorized, 234,844,952 and 225,428,187 shares issued and outstanding as of December 31, 2022 and December 31, 2021, respectively; Class C shares, par value $0.0001, 5,750,000 issued and outstanding as of December 31 2022 and December 30, 2021

 

 

25

 

 

 

24

 

Additional paid-in capital

 

 

478,219

 

 

 

449,307

 

Accumulated deficit

 

 

(407,878

)

 

 

(305,084

)

Accumulated other comprehensive (loss)

 

 

(39

)

 

 

(16

)

Total stockholders’ equity

 

 

70,327

 

 

 

144,231

 

Total liabilities and stockholders’ equity

 

$

113,841

 

 

$

216,684

 

 

 

 

 

 

 

 

BERKSHIRE GREY, INC.

Consolidated Statements of Cash Flows

(Unaudited)

(in thousands, except for share data)

 

 

 


Exhibit 99.1

 

 

Years Ended December 31,

 

 

 

2022

 

 

2021

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

Net loss

 

$

(102,794

)

 

$

(153,380

)

Adjustments to reconcile net loss to net cash used in operating activities

 

 

 

 

 

 

Depreciation and amortization

 

 

3,385

 

 

 

2,745

 

Loss on disposal of fixed assets

 

 

29

 

 

 

18

 

Gain on change in fair value of warrants

 

 

(12,391

)

 

 

(11,061

)

Gain on foreign currency transactions

 

 

79

 

 

 

73

 

Stock-based compensation

 

 

1,434

 

 

 

49,843

 

FedEx warrant provision

 

 

3,574

 

 

 

 

Other expense related to equity purchase agreement

 

 

1,262

 

 

 

 

Change in operating assets and liabilities

 

 

 

 

 

 

Accounts receivable

 

 

8,285

 

 

 

3,461

 

Inventories

 

 

(5,449

)

 

 

(1,883

)

Deferred fulfillment costs

 

 

3,718

 

 

 

(4,228

)

Contract assets

 

 

(3,076

)

 

 

(4,257

)

Prepaid expenses and other assets

 

 

1,082

 

 

 

(4,944

)

Accounts payable

 

 

(1,560

)

 

 

4,952

 

Accrued expenses

 

 

(5,208

)

 

 

7,856

 

Contract liabilities

 

 

(3,293

)

 

 

(3,115

)

Other liabilities

 

 

(3

)

 

 

(138

)

Net cash used in operating activities

 

 

(110,926

)

 

 

(114,058

)

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

 

 

 

 

Capital expenditures

 

 

(3,132

)

 

 

(4,069

)

Net cash used in investing activities

 

 

(3,132

)

 

 

(4,069

)

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

Proceeds from exercise of stock options

 

 

3,511

 

 

 

3,103

 

Proceeds from issuance of common stock pursuant to equity purchase agreement

 

 

4,223

 

 

 

 

Proceeds from issuance of common stock upon Merger, net of issuance costs paid

 

 

 

 

 

192,088

 

Net cash provided by financing activities

 

 

7,734

 

 

 

195,191

 

Effect of exchange rate on cash

 

 

(51

)

 

 

(91

)

Net (decrease) increase in cash, cash equivalents, and restricted cash

 

 

(106,375

)

 

 

76,973

 

Cash, cash equivalents, and restricted cash at beginning of period

 

 

171,951

 

 

 

94,978

 

Cash, cash equivalents, and restricted cash at end of period

 

 

65,576

 

 

 

171,951

 

NON-CASH INVESTING AND FINANCING ACTIVITIES

 

 

 

 

 

 

Assumption of merger warrants liability

 

 

 

 

 

24,338

 

Conversion of redeemable convertible preferred stock to common stock

 

 

 

 

 

(223,442

)

Right of use asset

 

 

(7,485

)

 

 

 

Lease liability

 

 

9,618

 

 

 

 

Settlement of promissory note through repurchase of shares

 

 

 

 

 

10,238

 

Purchase of property and equipment included in accounts payable and accrued expenses

 

 

331

 

 

 

165

 

RECONCILIATION OF CASH AND RESTRICTED CASH WITHIN THE CONSOLIDATED BALANCE SHEETS TO THE AMOUNTS SHOWN IN THE CONSOLIDATED STATEMENTS OF CASH FLOWS ABOVE

 

 

 

 

 

 

Cash (inclusive of money market funds and cash equivalents of $53,830 and $162,164 at December 31, 2022 and 2021, respectively)

 

 

64,322

 

 

 

171,089

 

Restricted cash

 

 

1,254

 

 

 

862

 

Total cash, cash equivalents, and restricted cash

 

$

65,576

 

 

$

171,951

 

 

 

 

 


Exhibit 99.1

 

 


BERKSHIRE GREY, INC.

Reconciliations of EBITDA and Adjusted EBITDA

(Unaudited)

 

 

 

 

For the Years Ended
December 31,

 

(Dollars in thousands)

 

2022

 

 

2021

 

Net loss

 

$

(102,794

)

 

$

(153,380

)

Interest income, net

 

 

(163

)

 

 

(32

)

Income tax expense

 

 

108

 

 

 

58

 

Depreciation and amortization

 

 

3,385

 

 

 

2,745

 

EBITDA

 

 

(99,464

)

 

 

(150,609

)

Stock-based compensation

 

 

1,434

 

 

 

49,843

 

Change in fair value of warrant liabilities

 

 

(12,391

)

 

 

(11,061

)

FedEx warrant provision

 

 

3,574

 

 

 

-

 

Other (expense)

 

 

1,398

 

 

 

76

 

Adjusted EBITDA

 

$

(105,449

)

 

$

(111,751

)