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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
| | |
FORM 10-Q/A (Amendment No. 1) |
(Mark One)
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☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 30, 2024
OR
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☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ______ to
Commission file number 001-40175
SYMBOTIC INC.
(Exact name of registrant as specified in its charter)
| | | | | | | | | | | | | | |
Delaware | | 98-1572401 | |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) | |
| 200 Research Drive Wilmington, MA 01887 (978) 284-2800 | | |
| | |
| (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices) | | |
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | | | | | | | |
Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
Class A common stock, par value $0.0001 per share | | SYM | | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
| | | | | | | | | | | |
Large accelerated filer | ☐ | Accelerated filer | ☒ |
Non-accelerated filer | ☐ | Smaller reporting company | ☐ |
| | 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. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No ☒
As of May 6, 2024, the following shares of common stock were outstanding:
102,179,448 shares of Class A common stock, par value $0.0001 per share
78,113,888 shares of Class V-1 common stock, par value $0.0001 per share
404,334,196 shares of Class V-3 common stock, par value $0.0001 per share
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| TABLE OF CONTENTS | |
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Item 6. | | |
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EXPLANATORY NOTE
Symbotic Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-Q (the “Form 10-Q/A” or “Amendment No. 1”) to amend and restate Items 1, 2 and 4 of Part I and Items 1A and 6 of Part II of the Quarterly Report on Form 10-Q for the three and six months ended March 30, 2024 (the “Restatement”), originally filed with the United States Securities and Exchange Commission (“SEC”) on May 7, 2024 by the Company (the “Original Form 10-Q”). This Form 10-Q/A restates the Company’s previously issued unaudited condensed consolidated financial statements as of and for the three and six months ended March 30, 2024. See Note 3, Restatement of Previously Issued Unaudited Condensed Consolidated Financial Statements, in Part I, Item I, Financial Statements, for additional information.
Restatement Background
As described in Item 4.02 of the Company’s Current Report on Form 8-K filed with the SEC on November 18, 2024, on November 18, 2024, the Audit Committee of the Board of Directors of the Company, after discussions with the Company’s management and its independent registered public accounting firm, determined that the Company’s unaudited condensed consolidated financial statements included in each of the Company’s Quarterly Reports on Form 10-Q for the periods ending December 30, 2023 (the “Q1 2024 Form 10-Q”), March 30, 2024, and June 29, 2024 (the “Q3 2024 Form 10-Q”, and together with the Original Form 10-Q and Q1 2024 Form 10-Q, the “2024 Form 10-Qs”) filed with the SEC on February 8, 2024, May 7, 2024, and July 31, 2024, respectively, should no longer be relied upon. As described in Item 4.02 of the Company’s Current Report on Form 8-K/A filed with the SEC on November 27, 2024, on November 25, 2024, the Company identified errors in its revenue recognition related to cost overruns on certain deployments that will not be billable, which additionally impacted the Company’s unaudited condensed consolidated financial statements included in the Q2 2024 Form 10-Q and the Q3 2024 Form 10-Q. The Company, on the recommendation of the Audit Committee of the Company’s Board of Directors, determined to also correct these errors in the previously issued unaudited interim financial statements for the second and third quarters of fiscal year 2024 that were previously filed in the 2024 Form 10-Qs.
The restatement of the unaudited condensed consolidated financial statements for the aforementioned periods, is being made in connection with the Company’s identification, during fiscal year 2024, of:
•goods and services, primarily relating to specific milestone achievements, being expensed prior to the time that the corresponding milestones were achieved. This resulted in the acceleration of the recognition of cost of revenue. Given that the Company recognizes revenue on a percentage of completion basis, this resulted in the acceleration of recognition of revenue.
•errors in the Company’s revenue recognition related to cost overruns on certain deployments that will not be billable, which additionally impacted System revenue.
•a classification error within equity.
Items Amended in this Filing
This Form 10-Q/A amends and restates the following items included in the Original Form 10-Q as appropriate to reflect the Restatement:
•Part I, Item 1. Unaudited Condensed Consolidated Financial Statements;
•Part I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations;
•Part I, Item 4. Controls and Procedures;
•Part II, Item 1A. Risk Factors; and
•Part II, Item 6. Exhibits
The Company is including with this Form 10-Q/A currently dated certifications of the Company’s Chief Executive Officer and Chief Financial Officer, as required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002.
Except as discussed above and as further described in Note 3 to the Unaudited Condensed Consolidated Financial Statements in this Form 10-Q/A, the Company has not modified or updated the disclosures presented in the Original Form 10-Q to reflect events that occurred at a later date or facts that subsequently became known to the Company. Accordingly, forward-looking statements included in this Amendment No. 1 may represent management’s views as of the Original Form 10-Q and should not be assumed to be accurate as of any date thereafter. Accordingly, this Form 10-Q/A should be read in conjunction with the Company’s filings with the SEC subsequent to the date on which it filed the Original Form 10-Q with the SEC. The check marks on the cover page of this Form 10-Q/A reflect the Company’s filer status as of the date on which it filed the Original Form 10-Q.
CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q/A contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements include, but are not limited to, our expectations or predictions of future financial or business performance or conditions. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Generally, statements that are not historical facts, including statements concerning our possible or assumed future actions, business strategies, events or results of operations, are forward-looking statements. These statements may be preceded by, followed by or include the words “believes,” “estimates,” “expects,” “projects,” “forecasts,” “may,” “will,” “should,” “seeks,” “plans,” “scheduled,” “anticipates,” or “intends” or similar expressions.
Forward-looking statements contained in this Quarterly Report on Form 10-Q/A include, but are not limited to, statements about our ability to, or expectations that we will:
•meet the technical requirements of existing or future supply agreements with our customers, including with respect to existing backlog;
•expand our target customer base and maintain our existing customer base;
•realize the benefits expected from the GreenBox joint venture and the Commercial Agreement with GreenBox (each as defined herein);
•anticipate industry trends;
•maintain and enhance our platform;
•maintain the listing of the Symbotic Class A Common Stock on NASDAQ;
•develop, design, and sell systems that are differentiated from those of competitors;
•execute our research and development strategy;
•acquire, maintain, protect, and enforce intellectual property;
•attract, train, and retain effective officers, key employees, or directors;
•comply with laws and regulations applicable to our business;
•stay abreast of modified or new laws and regulations applicable to our business;
•execute our growth strategy;
•successfully defend litigation;
•issue equity securities in connection with future transactions;
•meet future liquidity requirements and, if applicable, comply with restrictive covenants related to long-term indebtedness;
•timely and effectively remediate any material weaknesses in our internal control over financial reporting;
•anticipate rapid technological changes; and
•effectively respond to general economic and business conditions
Forward-looking statements made in this Quarterly Report on Form 10-Q/A also include, but are not limited to, statements with respect to:
•the future performance of our business and operations;
•expectations regarding revenues, expenses, Adjusted EBITDA and anticipated cash needs;
•expectations regarding cash flow, liquidity and sources of funding;
•expectations regarding capital expenditures;
•the anticipated benefits of Symbotic’s leadership structure;
•the effects of pending and future legislation;
•business disruption;
•disruption to the business due to our dependency on certain customers;
•increasing competition in the warehouse automation industry;
•any delays in the design, production or launch of our systems and products;
•the failure to meet customers' requirements under existing or future contracts or customer's expectations as to price or pricing structure;
•any defects in new products or enhancements to existing products; and
•the fluctuation of operating results from period to period due to a number of factors, including the pace of customer adoption of our new products and services and any changes in our product mix that shift too far into lower gross margin products.
Such forward-looking statements involve risks and uncertainties that may cause actual events, results or performance to differ materially from those indicated by such statements. Certain of these risks are identified and discussed in other sections of this Quarterly Report on Form 10-Q/A, in our Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (“SEC”) on December 11, 2023, and in our Quarterly Report on Form 10-Q/A filed with the SEC on February 8, 2024. These risk factors will be important to consider in determining future results and should be reviewed in their entirety. These forward-looking statements are expressed in good faith, and we believe there is a reasonable basis for them. However, there can be no assurance that the events, results or trends identified in these forward-looking statements will occur or be achieved. Forward-looking statements are provided for the purposes of assisting the reader in understanding our financial performance, financial position and cash flows as of and for periods ended on certain dates and to present information about management’s current expectations and plans relating to the future, and the reader is cautioned not to place undue reliance on these forward-looking statements because of their inherent uncertainty and to appreciate the limited purposes for which they are being used by management. While we believe that the assumptions and expectations reflected in the forward-looking statements are reasonable based on information currently available to management, there is no assurance that such assumptions and expectations will prove to have been correct.
The forward-looking statements made in this Quarterly Report on Form 10-Q/A relate only to events as of the date on which the statements are made and are based on the beliefs, estimates, expectations and opinions of management on that date. We are not under any obligation, and expressly disclaim any obligation, to update, alter or otherwise revise any forward-looking statements made in this Quarterly Report on Form 10-Q/A, whether as a result of new information, future events or otherwise, except as required by law.
In addition to factors previously disclosed in our Annual Report on Form 10-K filed with the SEC on December 11, 2023, our Quarterly Report on Form 10-Q filed with the SEC on February 8, 2024, and those identified elsewhere in this Quarterly Report on Form 10-Q/A, the following factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance: failure to realize the benefits expected from adding to Symbotic’s base of outsourcing partners and the effects of pending and future legislation.
Annualized and estimated numbers are not forecasts and may not reflect actual results.
In this Quarterly Report on Form 10-Q/A, the terms “Symbotic,” “we,” “us,” and “our” refer to Symbotic Inc. and its subsidiaries, unless the context indicates otherwise.
PART I - FINANCIAL INFORMATION
Item 1. Unaudited Condensed Consolidated Financial Statements
Symbotic Inc.
Unaudited Condensed Consolidated Balance Sheets (As Restated)
(in thousands, except share data)
| | | | | | | | | | | |
| March 30, 2024 | | September 30, 2023 |
| As Restated | | |
ASSETS |
Current assets: | | | |
Cash and cash equivalents | $ | 901,382 | | | $ | 258,770 | |
Marketable securities | 49,978 | | | 286,736 | |
Accounts receivable | 127,677 | | | 69,206 | |
Unbilled accounts receivable | 138,896 | | | 121,149 | |
Inventories | 119,772 | | | 136,121 | |
Deferred expenses | 1,170 | | | 34,577 | |
Prepaid expenses and other current assets | 109,937 | | | 85,236 | |
Total current assets | 1,448,812 | | | 991,795 | |
Property and equipment, net | 75,038 | | | 34,507 | |
Intangible assets, net | — | | | 217 | |
Other long-term assets | 29,068 | | | 24,191 | |
Total assets | $ | 1,552,918 | | | $ | 1,050,710 | |
LIABILITIES AND EQUITY |
Current liabilities: | | | |
Accounts payable | $ | 133,234 | | | $ | 109,918 | |
Accrued expenses and other current liabilities | 119,310 | | | 99,992 | |
Sales tax payable | 8,216 | | | 28,322 | |
Deferred revenue | 815,177 | | | 787,227 | |
Total current liabilities | 1,075,937 | | | 1,025,459 | |
Deferred revenue | 44,695 | | | — | |
Other long-term liabilities | 38,643 | | | 27,967 | |
Total liabilities | 1,159,275 | | | 1,053,426 | |
| | | |
Commitments and contingencies (Note 13) | — | | | — | |
| | | |
Equity: | | | |
Class A Common Stock, 3,000,000,000 shares authorized, 101,195,288 and 82,112,881 shares issued and outstanding at March 30, 2024 and September 30, 2023, respectively | 12 | | | 8 | |
Class V-1 Common Stock, 1,000,000,000 shares authorized, 78,432,388 and 66,931,097 shares issued and outstanding at March 30, 2024 and September 30, 2023, respectively | 8 | | | 7 | |
| | | | | | | | | | | |
Class V-3 Common Stock, 450,000,000 shares authorized, 404,334,196 and 407,528,941 shares issued and outstanding at March 30, 2024 and September 30, 2023, respectively | 40 | | | 41 | |
Additional paid-in capital - warrants | — | | | 58,126 | |
Additional paid-in capital | 1,521,489 | | | 1,254,022 | |
Accumulated deficit | (1,322,080) | | | (1,310,435) | |
Accumulated other comprehensive loss | (2,373) | | | (1,687) | |
Total stockholders’ equity | 197,096 | | | 82 | |
Noncontrolling interest | 196,547 | | | (2,798) | |
Total equity | 393,643 | | | (2,716) | |
Total liabilities and equity | $ | 1,552,918 | | | $ | 1,050,710 | |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
Symbotic Inc.
Unaudited Condensed Consolidated Statements of Operations (As Restated)
(in thousands, except share and per share information)
| | | | | | | | | | | | | | | | | | | | | | | |
| For the Three Months Ended | | For the Six Months Ended |
| March 30, 2024 | | March 25, 2023 | | March 30, 2024 | | March 25, 2023 |
| As Restated | | | | As Restated | | |
Revenue: | | | | | | | |
Systems | $ | 370,693 | | | $ | 257,603 | | | $ | 718,398 | | | $ | 455,504 | |
Software maintenance and support | 2,566 | | | 1,461 | | | 4,735 | | | 2,698 | |
Operation services | 20,073 | | | 7,790 | | | 30,142 | | | 14,964 | |
Total revenue | 393,332 | | | 266,854 | | | 753,275 | | | 473,166 | |
Cost of revenue: | | | | | | | |
Systems | 342,124 | | | 213,060 | | | 626,071 | | | 373,991 | |
Software maintenance and support | 1,936 | | | 2,106 | | | 3,662 | | | 3,777 | |
Operation services | 19,052 | | | 8,841 | | | 29,266 | | | 17,357 | |
Total cost of revenue | 363,112 | | | 224,007 | | | 658,999 | | | 395,125 | |
Gross profit | 30,220 | | | 42,847 | | | 94,276 | | | 78,041 | |
Operating expenses: | | | | | | | |
Research and development expenses | 46,462 | | | 49,666 | | | 88,606 | | | 100,406 | |
Selling, general, and administrative expenses | 48,652 | | | 50,898 | | | 95,663 | | | 104,921 | |
Total operating expenses | 95,114 | | | 100,564 | | | 184,269 | | | 205,327 | |
Operating loss | (64,894) | | | (57,717) | | | (89,993) | | | (127,286) | |
Other income, net | 9,812 | | | 2,284 | | | 16,011 | | | 4,118 | |
Loss before income tax | (55,082) | | | (55,433) | | | (73,982) | | | (123,168) | |
Income tax benefit (expense) | 252 | | | 17 | | | 80 | | | (234) | |
Net loss | (54,830) | | | (55,416) | | | (73,902) | | | (123,402) | |
Net loss attributable to noncontrolling interests | (46,021) | | | (49,298) | | | (62,257) | | | (110,091) | |
Net loss attributable to common stockholders | $ | (8,809) | | | $ | (6,118) | | | $ | (11,645) | | | $ | (13,311) | |
| | | | | | | |
Loss per share of Class A Common Stock: | | | | | | | |
Basic and Diluted | $ | (0.09) | | | $ | (0.10) | | | $ | (0.13) | | | $ | (0.22) | |
Weighted-average shares of Class A Common Stock outstanding: | | | | | | | |
Basic and Diluted | 93,043,769 | | | 60,503,119 | | | 88,155,791 | | | 59,352,634 | |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
Symbotic Inc.
Unaudited Condensed Consolidated Statements of Comprehensive Loss (As Restated)
(in thousands)
| | | | | | | | | | | | | | | | | | | | | | | |
| For the Three Months Ended | | For the Six Months Ended |
| March 30, 2024 | | March 25, 2023 | | March 30, 2024 | | March 25, 2023 |
| As Restated | | | | As Restated | | |
Net loss | $ | (54,830) | | | $ | (55,416) | | | $ | (73,902) | | | $ | (123,402) | |
Less: Net loss attributable to noncontrolling interests | (46,021) | | | (49,298) | | | (62,257) | | | (110,091) | |
Net loss attributable to common stockholders | $ | (8,809) | | | $ | (6,118) | | | $ | (11,645) | | | $ | (13,311) | |
Other comprehensive income (loss): | | | | | | | |
Foreign currency translation adjustments | (502) | | | (290) | | | (141) | | | (482) | |
Changes in unrealized gain on investments, net of income taxes of $— for the three and six months ended March 30, 2024 and March 25, 2023 | (3,251) | | | 2,352 | | | (4,163) | | | 2,352 | |
Total other comprehensive income (loss) | (3,753) | | | 2,062 | | | (4,304) | | | 1,870 | |
Less: other comprehensive income (loss) attributable to noncontrolling interests | (3,150) | | | 1,834 | | | (3,618) | | | 1,662 | |
Other comprehensive income (loss) attributable to common stockholders | $ | (603) | | | $ | 228 | | | $ | (686) | | | $ | 208 | |
Comprehensive loss | (58,583) | | | (53,354) | | | (78,206) | | | (121,532) | |
Less: Comprehensive loss attributable to noncontrolling interests | (49,171) | | | (47,464) | | | (65,875) | | | (108,429) | |
Total comprehensive loss attributable to common stockholders | $ | (9,412) | | | $ | (5,890) | | | $ | (12,331) | | | $ | (13,103) | |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
Symbotic Inc.
Unaudited Condensed Consolidated Statements of Changes in Equity (Deficit) (As Restated)
(in thousands, except share information)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended March 30, 2024 |
| Class A Common Stock | | Class V-1 Common Stock | | Class V-3 Common Stock | | Additional Paid-in Capital | | Accumulated Other Comprehensive Loss | | Accumulated Deficit | | Noncontrolling Interest | | Total Equity (Deficit) |
| Shares | | Amount | | Shares | | Amount | | Shares | | Amount | | | | | |
| | | | | | | | | | | | | As Restated | | | | As Restated | | As Restated | | As Restated |
Balance at December 30, 2023 | 85,106,588 | | $ | 10 | | | 81,489,643 | | $ | 8 | | | 406,512,941 | | $ | 41 | | | $ | 1,257,853 | | | $ | (1,770) | | | $ | (1,313,271) | | | $ | 222,899 | | | $ | 165,770 | |
Net loss | — | | — | | | — | | — | | | — | | — | | | — | | — | | | (8,809) | | | (46,021) | | | (54,830) | |
Issuance of common stock under stock plans, net of shares withheld for employee taxes | 4,250,067 | | — | | | — | | — | | | — | | — | | | (3,095) | | — | | | — | | | — | | | (3,095) | |
Issuance of common stock under employee stock purchase plan, net of shares withheld for employee taxes | 102,633 | | — | | | — | | — | | | — | | — | | | 3,500 | | — | | | — | | | — | | | 3,500 | |
Exchange of Class V-1 and V-3 common stock | 5,236,000 | | 1 | | | (3,057,255) | | — | | | (2,178,745) | | (1) | | | 381 | | — | | | — | | | (381) | | | — | |
Issuance of common stock in connection with equity offering | 6,500,000 | | 1 | | | — | | — | | | — | | — | | | 257,985 | | — | | | — | | | — | | | 257,986 | |
Stock-based compensation | — | | — | | | — | | — | | | — | | — | | | 4,865 | | — | | | — | | | 23,200 | | | 28,065 | |
Other comprehensive loss | — | | — | | | — | | — | | | — | | — | | | — | | (603) | | | — | | | (3,150) | | | (3,753) | |
Balance at March 30, 2024 | 101,195,288 | | $ | 12 | | | 78,432,388 | | $ | 8 | | | 404,334,196 | | $ | 40 | | | $ | 1,521,489 | | | $ | (2,373) | | | $ | (1,322,080) | | | $ | 196,547 | | | $ | 393,643 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Six Months Ended March 30, 2024 |
| Class A Common Stock | | Class V-1 Common Stock | | Class V-3 Common Stock | | Additional Paid-in Capital - Warrants | | Additional Paid-in Capital | | Accumulated Other Comprehensive Loss | | Accumulated Deficit | | Noncontrolling Interest | | Total Equity (Deficit) |
| Shares | | Amount | | Shares | | Amount | | Shares | | Amount | | | | | | |
| | | | | | | | | | | | | | | As Restated | | | | As Restated | | As Restated | | As Restated |
Balance at September 30, 2023 | 82,112,881 | | $ | 8 | | | 66,931,097 | | $ | 7 | | | 407,528,941 | | $ | 41 | | | $ | 58,126 | | | $ | 1,254,022 | | | $ | (1,687) | | | $ | (1,310,435) | | | $ | (2,798) | | | $ | (2,716) | |
Net loss | — | | — | | | — | | — | | | — | | — | | | — | | — | | | — | | | (11,645) | | | (62,257) | | | (73,902) | |
Issuance of common stock under stock plans, net of shares withheld for employee taxes | 4,915,909 | | — | | | — | | — | | | — | | — | | | — | | (3,103) | | | — | | | — | | | (50) | | | (3,153) | |
Issuance of common stock under employee stock purchase plan, net of shares withheld for employee taxes | 102,633 | | — | | | — | | — | | | — | | — | | | — | | 3,500 | | | — | | | — | | | — | | | 3,500 | |
Exchange of Class V-1 common stock | 7,563,865 | | 3 | | | (4,369,120) | | (2) | | | (3,194,745) | | (1) | | | — | | (155) | | | — | | | — | | | 155 | | | — | |
Issuance of common stock in connection with equity offering | 6,500,000 | | 1 | | | — | | — | | | — | | — | | | — | | 257,985 | | | — | | | — | | | — | | | 257,986 | |
Exercise of warrants | — | | — | | | 15,870,411 | | 3 | | | — | | — | | | (58,126) | | — | | | — | | | — | | | 216,828 | | | 158,705 | |
Stock-based compensation | — | | — | | | — | | — | | | — | | — | | | — | | 9,240 | | | — | | | — | | | 48,287 | | | 57,527 | |
Other comprehensive loss | — | | — | | | — | | — | | | — | | — | | | — | | — | | | (686) | | | — | | | (3,618) | | | (4,304) | |
Balance at March 30, 2024 | 101,195,288 | | $ | 12 | | | 78,432,388 | | $ | 8 | | | 404,334,196 | | $ | 40 | | | $ | — | | | $ | 1,521,489 | | | $ | (2,373) | | | $ | (1,322,080) | | | $ | 196,547 | | | $ | 393,643 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended March 25, 2023 |
| Class A Common Stock | | Class V-1 Common Stock | | Class V-3 Common Stock | | Additional Paid-in Capital - Warrants | | Additional Paid-in Capital | | Accumulated Other Comprehensive Loss | | Accumulated Deficit | | Noncontrolling Interest | | Total Equity (Deficit) |
| Shares | | Amount | | Shares | | Amount | | Shares | | Amount | | | | | | |
Balance at December 24, 2022 | 58,584,690 | | $ | 6 | | | 78,389,034 | | $ | 8 | | | 416,933,025 | | $ | 42 | | | $ | 58,126 | | | $ | 1,243,217 | | | $ | (2,314) | | | $ | (1,293,762) | | | $ | 44,979 | | | $ | 50,302 | |
Net loss | — | | — | | | — | | — | | | — | | — | | | — | | — | | | — | | | (6,118) | | | (49,298) | | | (55,416) | |
Issuance of common stock under stock plans, net of shares withheld for employee taxes | 1,659,578 | | — | | | — | | — | | | — | | — | | | — | | (1,163) | | | — | | | — | | | (10,554) | | | (11,717) | |
Issuance of common stock under employee stock purchase plan, net of shares withheld for employee taxes | 98,171 | | — | | | — | | — | | | — | | — | | | — | | 119 | | | — | | | — | | | 868 | | | 987 | |
Exchange of Class V-1 common stock | 941,250 | | — | | | (941,250) | | — | | | — | | — | | | — | | 90 | | | — | | | — | | | (90) | | | — | |
Cancellation of Class V-1 common stock | — | | — | | | (367,694) | | — | | | — | | — | | | — | | — | | | — | | | — | | | — | | | — | |
Stock-based compensation | — | | — | | | — | | — | | | — | | — | | | — | | 3,889 | | | — | | | — | | | 31,334 | | | 35,223 | |
Other comprehensive loss | — | | — | | | — | | — | | | — | | — | | | — | | — | | | 228 | | | — | | | 1,834 | | | 2,062 | |
Balance at March 25, 2023 | 61,283,689 | | $ | 6 | | | 77,080,090 | | $ | 8 | | | 416,933,025 | | $ | 42 | | | $ | 58,126 | | | $ | 1,246,152 | | | $ | (2,086) | | | $ | (1,299,880) | | | $ | 19,073 | | | $ | 21,441 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Six Months Ended March 25, 2023 |
| Class A Common Stock | | Class V-1 Common Stock | | Class V-3 Common Stock | | Additional Paid-in Capital - Warrants | | Additional Paid-in Capital | | Accumulated Other Comprehensive Loss | | Accumulated Deficit | | Noncontrolling Interest | | Total Equity (Deficit) |
| Shares | | Amount | | Shares | | Amount | | Shares | | Amount | | | | | | |
Balance at September 24, 2022 | 57,718,836 | | $ | 6 | | | 79,237,388 | | $ | 8 | | | 416,933,025 | | $ | 42 | | | $ | 58,126 | | | $ | 1,237,865 | | | $ | (2,294) | | | $ | (1,286,569) | | | $ | 61,756 | | | $ | 68,940 | |
Net loss | — | | — | | | — | | — | | | — | | — | | | — | | — | | | — | | | (13,311) | | | (110,091) | | | (123,402) | |
Issuance of common stock under stock plans, net of shares withheld for employee taxes | 1,677,078 | | — | | | — | | — | | | — | | — | | | — | | (1,163) | | | — | | | — | | | (10,554) | | | (11,717) | |
Issuance of common stock under employee stock purchase plan, net of shares withheld for employee taxes | 98,171 | | — | | | — | | — | | | — | | — | | | — | | 119 | | | — | | | — | | | 868 | | | 987 | |
Exchange of Class V-1 common stock | 1,789,604 | | — | | | (1,789,604) | | — | | | — | | — | | | — | | 200 | | | — | | | — | | | (200) | | | — | |
Cancellation of Class V-1 common stock | — | | — | | | (367,694) | | — | | | — | | — | | | — | | — | | | — | | | — | | | — | | | — | |
Stock-based compensation | — | | — | | | — | | — | | | — | | — | | | — | | 9,131 | | | — | | | — | | | 75,632 | | | 84,763 | |
Other comprehensive loss | — | | — | | | — | | — | | | — | | — | | | — | | — | | | 208 | | | — | | | 1,662 | | | 1,870 | |
Balance at March 25, 2023 | 61,283,689 | | $ | 6 | | | 77,080,090 | | $ | 8 | | | 416,933,025 | | $ | 42 | | | $ | 58,126 | | | $ | 1,246,152 | | | $ | (2,086) | | | $ | (1,299,880) | | | $ | 19,073 | | | $ | 21,441 | |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
Symbotic Inc.
Unaudited Condensed Consolidated Statements of Cash Flows (As Restated)
(in thousands)
| | | | | | | | | | | |
| For the Six Months Ended |
| March 30, 2024 | | March 25, 2023 |
| As Restated | | |
Cash flows from operating activities: | | | |
Net loss | $ | (73,902) | | | $ | (123,402) | |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | | | |
Depreciation and amortization | 6,352 | | | 4,146 | |
Foreign currency (gains) | (8) | | | (6) | |
(Gain) on investments | (8,745) | | | — | |
Provision for excess and obsolete inventory | 34,276 | | | 6,160 | |
Loss on disposal of assets | — | | | 123 | |
Stock-based compensation | 57,527 | | | 84,763 | |
Changes in operating assets and liabilities: | | | |
Accounts receivable | (58,461) | | | (121,137) | |
Inventories | (17,920) | | | (54,853) | |
Prepaid expenses and other current assets | (42,430) | | | 25,372 | |
Deferred expenses | (5,046) | | | (7,729) | |
Other long-term assets | (5,466) | | | (5,483) | |
Accounts payable | 23,315 | | | 19,718 | |
Accrued expenses and other current liabilities | (1,884) | | | 34,583 | |
Deferred revenue | 72,644 | | | 263,464 | |
Other long-term liabilities | 10,670 | | | 6,645 | |
Net cash provided by (used in) operating activities | (9,078) | | | 132,364 | |
Cash flows from investing activities: | | | |
Purchases of property and equipment | (4,661) | | | (13,007) | |
Capitalization of internal use software development costs | (1,203) | | | — | |
Proceeds from maturities of marketable securities | 290,000 | | | — | |
Purchases of marketable securities | (48,660) | | | (203,140) | |
Net cash provided by (used in) investing activities | 235,476 | | | (216,147) | |
Cash flows from financing activities: | | | |
Payment for taxes related to net share settlement of stock-based compensation awards | (3,181) | | | (11,713) | |
Net proceeds from issuance of common stock under employee stock purchase plan | 3,435 | | | 987 | |
Proceeds from issuance of Class A Common Stock | 257,985 | | | — | |
Proceeds from exercise of warrants | 158,702 | | | — | |
Net cash provided by (used in) financing activities | 416,941 | | | (10,726) | |
Effect of exchange rate changes on cash, cash equivalents, and restricted cash | (15) | | | 138 | |
Net increase (decrease) in cash, cash equivalents, and restricted cash | 643,324 | | | (94,371) | |
Cash, cash equivalents, and restricted cash — beginning of period | 260,918 | | | 353,457 | |
Cash, cash equivalents, and restricted cash — end of period | $ | 904,242 | | | $ | 259,086 | |
| | | |
Non-cash activities: | | | |
| | | | | | | | | | | |
Operating lease right-of-use assets obtained in exchange for operating lease liabilities | $ | 5,818 | | | $ | — | |
Transfer of equipment from deferred cost to property and equipment | $ | 38,454 | | | $ | — | |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
Symbotic Inc.
Notes to Unaudited Condensed Consolidated Financial Statements
1. Organization and Operations
SVF Investment Corp. 3, formerly known as SVF Investment III Corp., (“SVF 3” and, after the transactions described below, “Symbotic” or the “Company”) was a blank check company incorporated as a Cayman Islands exempted company on December 11, 2020. Warehouse Technologies LLC (“Legacy Warehouse”), was formed in December 2006 to make investments in companies that develop new technologies to improve operating efficiencies in modern warehouses. Symbotic LLC, a technology company that develops and commercializes innovative technologies for use within warehouse operations, and Symbotic Group Holdings, ULC were wholly owned subsidiaries of Legacy Warehouse. On December 12, 2021, (i) SVF 3 entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Legacy Warehouse, Symbotic Holdings LLC (“Symbotic Holdings”), and Saturn Acquisition (DE) Corp., a wholly owned subsidiary of SVF 3 (“Merger Sub”) and (ii) Legacy Warehouse entered into an Agreement and Plan of Merger (the “Company Merger Agreement”) with Symbotic Holdings.
On June 7, 2022, as contemplated by the Company Merger Agreement, Legacy Warehouse merged with and into Symbotic Holdings (the “Company Reorganization”), with Symbotic Holdings surviving the merger (“Interim Symbotic”). Immediately following such merger, on June 7, 2022, as contemplated by the Merger Agreement, SVF 3 transferred by way of continuation from the Cayman Islands and domesticated as a Delaware corporation, changing its name to “Symbotic Inc.”. Immediately following the domestication of SVF 3, on June 7, 2022, as contemplated by the Merger Agreement, Merger Sub merged with and into Interim Symbotic (the “Merger” and, together with the Company Reorganization, the “Business Combination”), with Interim Symbotic surviving the merger as a subsidiary of Symbotic (“New Symbotic Holdings”).
Symbotic Inc. is an automation technology company established to develop technologies to improve operating efficiencies in modern warehouses. The Company’s vision is to make the supply chain work better for everyone. The Company does this by developing innovative, end-to-end technology solutions that dramatically improve supply chain operations. The Company currently automates the processing of pallets and cases in large warehouses or distribution centers for some of the largest retail companies in the world. Its systems enhance operations at the front end of the supply chain, and therefore benefit all supply partners further down the chain, irrespective of fulfillment strategy.
The Company’s headquarters are located in Wilmington, Massachusetts, and its Canadian headquarters are located in Montreal, Quebec.
2. Summary of Significant Accounting Policies (As Restated)
Basis of Presentation and Consolidation
The accompanying unaudited condensed consolidated financial statements have been prepared in U.S. dollars, in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Certain information and note disclosures normally included in the Company’s annual audited consolidated financial statements and accompanying notes prepared in accordance with GAAP have been condensed in, or omitted from, these interim financial statements. Accordingly, these unaudited condensed consolidated financial statements included herein should be read in conjunction with the audited consolidated financial statements and accompanying notes thereto as of and for the year ended September 30, 2023, which are included within the Company’s Annual Report on Form 10-K filed with the SEC on December 11, 2023. The September 30, 2023 consolidated balance sheet included herein is derived from the Company’s audited consolidated financial statements.
The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries and majority-owned subsidiaries and reflect all adjustments (consisting solely of normal, recurring adjustments) which are, in the opinion of management, necessary for a fair statement of results for the interim periods presented. All intercompany balances and transactions have been eliminated in consolidation. The consolidated financial statements include 100% of the accounts of wholly owned and majority-owned subsidiaries and the ownership interest of the minority investor is recorded as a non-controlling interest in a subsidiary. The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for any future period or the entire fiscal year.
The Company operates and reports using a 52-53 week fiscal year ending on the last Saturday of September of each calendar year. Each of the Company’s fiscal quarters end on the last Saturday of the third month of each quarter.
Use of Estimates
The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates, judgments, and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses, and the amounts disclosed in the related notes to the consolidated financial statements. Actual results and outcomes may differ materially from management’s estimates, judgments, and assumptions. Significant estimates, judgments, and assumptions used in these financial statements include, but are not limited to, those related to revenue, useful lives and realizability of long-lived assets, accounting for income taxes and related valuation allowances, and stock-based compensation. Estimates are periodically reviewed in light of changes in circumstances, facts, and experience.
Significant Accounting Policies
The Company’s significant accounting policies are described in Note 2, Summary of Significant Accounting Policies, to the audited consolidated financial statements and related notes thereto as of and for the year ended September 30, 2023. There have been no material changes to the significant accounting policies during the three month period ended March 30, 2024.
Restatement of Previously Issued Unaudited Condensed Consolidated Financial Statements
As described in Note 3, Restatement of Previously Issued Unaudited Condensed Consolidated Financial Statements, the Company’s unaudited condensed consolidated financial statements as of and for the three and six months ended March 30, 2024 are restated in this Quarterly Report on Form 10-Q (this “Amendment No. 1” or this “Form 10-Q/A”) to reflect the corrections primarily relating to specific milestone achievements being expensed prior to the time that the corresponding milestones were achieved. This resulted in the acceleration of the recognition of cost of revenue. Given that the Company recognizes revenue on a percentage of completion basis, this resulted in the acceleration of recognition of revenue. Additionally, the Company identified errors in its revenue recognition related to cost overruns on certain deployments that will not be billable, which additionally impacted System revenue. Further, the Company identified, during fiscal year 2024, a classification error within equity, which was corrected as part of the Restatement. The restated unaudited condensed consolidated financial statements are indicated as “Restated” in the unaudited condensed consolidated financial statements and accompanying notes, as applicable. See Note 3, Restatement of Previously Issued Unaudited Condensed Consolidated Financial Statements for further discussion.
Presentation of Restricted Cash
Restricted cash consists of collateral required for a credit card processing program and a U.S. customs bond. The short-term or long-term classification is determined in accordance with the required amount of time the cash is to be held as collateral, which is short-term for less than 12 months, and long-term for greater than 12 months from the balance sheet date. As the cash is required to be held as collateral for a period which is greater than 12 months from March 30, 2024, it is presented in other long-term assets. The following table summarizes the end-of-period cash and cash equivalents from the Company’s Consolidated Balance Sheets and the total cash, cash equivalents, and restricted cash as presented on the accompanying Consolidated Statements of Cash Flows (in thousands):
| | | | | | | | | | | |
| Six Months Ended |
| March 30, 2024 | | March 25, 2023 |
Cash and cash equivalents | $ | 901,382 | | | $ | 256,954 | |
Restricted cash classified in: | | | |
Other long-term assets | 2,860 | | | 2,132 | |
Cash, cash equivalents, and restricted cash shown in the statement of cash flows | $ | 904,242 | | | $ | 259,086 | |
Volume of Business
The Company has concentration in the volume of purchases it conducts with its suppliers. For the three months ended March 30, 2024, there were two suppliers that accounted for greater than 10% of total purchases, and the aggregate purchases amounted to $92.0 million. For the six months ended March 30, 2024, there was one supplier that accounted for greater than 10% of total purchases, and the aggregate purchases amounted to $94.9 million. For the three and six months ended March 25, 2023, there was one supplier that accounted for greater than 10% of total purchases, and the aggregate purchases amounted to $35.8 million and $64.1 million, respectively.
Emerging Growth Company
The Company is an emerging growth company (“EGC”), as defined in Section 2(a) of the Securities Act of 1933, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Section 102(b)(1) of the JOBS Act exempts EGCs from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an EGC can elect to opt out of the extended transition period and comply with the requirements that apply to non-EGCs but any such an election to opt out is irrevocable. The Company has not elected to opt out of such extended transition period which means that when a financial accounting standard is issued or revised and it has different application dates for public or private companies, the Company, as an EGC, can adopt the new or revised standard at the time private companies adopt the new or revised standard. The Company will be eligible to use this extended transition period under the JOBS Act until the earlier of the date it (i) is no longer an EGC or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, the Company’s financial statements may not be comparable to the financial statements of issuers who are required to comply with the effective dates for new or revised accounting standards that are applicable to public companies, which may make comparison of the Company’s financials to those of other public companies more difficult.
The Company will cease to be an EGC on the date that is the earliest of (i) the end of the fiscal year in which total annual gross revenue exceeds $1.235 billion, (ii) the last day of the Company’s fiscal year following March 11, 2026 (the fifth anniversary of the date on which SVF 3 consummated the initial public offering of SVF 3), (iii) the date on which the Company has issued more than $1.0 billion in non-convertible debt during the preceding three-year period; or (iv) the end of the fiscal year in which the market value of the Company’s common stock held by non-affiliates exceeds $700 million as of the last business day of the most recently completed second fiscal quarter. As of the last business day of the most recently completed second fiscal quarter ended March 30, 2024, the market value of the Company’s common stock held by non-affiliates was approximately $1,934 million (based on the closing sales price of the Class A common stock on March 28, 2024 of $45.00), and therefore, the Company expects to cease to be an EGC as of the end of the current fiscal year ending September 28, 2024.
Recent Accounting Pronouncements
The Company has implemented all applicable accounting pronouncements that are in effect and there are no new accounting pronouncements that have been issued that would have a material impact on its financial position or results of operations.
3. Restatement of Previously Issued Financial Statements
On November 18, 2024, the Audit Committee of the Board of Directors of the Company, after discussions with the Company’s management, determined that the Company’s unaudited condensed consolidated financial statements included in the Original Form 10-Q should no longer be relied upon.
This Note 3 discloses the nature of the restatement adjustments and discloses the cumulative effects of these adjustments on the unaudited condensed consolidated balance sheets, statements of operations, statements of changes in equity (deficit), and statements of cash flows as of and for the three and six months ended March 30, 2024 included in the Original Form 10-Q. The unaudited condensed consolidated statements of comprehensive loss for the three and six months ended March 30, 2024 have also been restated for the correction to net loss, net loss attributable to noncontrolling interests, and net loss attributable to common stockholders.
Description of Restatement Adjustments
The restatement is primarily related to the Company’s identification, during fiscal year 2024, of:
•goods and services, primarily relating to specific milestone achievements, being expensed prior to the time that the corresponding milestones were achieved. This resulted in the acceleration of the recognition of cost of revenue. Given that the Company recognizes revenue on a percentage of completion basis, this resulted in the acceleration of recognition of revenue.
•errors in the Company’s revenue recognition related to cost overruns on certain deployments that will not be billable, which additionally impacted System revenue.
•a classification error within equity.
The effects of the restatement, including the related income tax impacts are reflected in the impacted tables and footnotes throughout these unaudited condensed consolidated financial statements in this Form 10-Q/A. The restatement adjustments and their impacts on the previously issued unaudited condensed consolidated financial statements included in the Original Form 10-Q are described below.
Unaudited Condensed Consolidated Financial Statements - Restatement Reconciliation Tables
In light of the foregoing, in accordance with ASC 250, Accounting Changes and Error Corrections, the Company is restating the previously issued unaudited condensed consolidated financial statements as of and for the three and six months ended March 30, 2024, to reflect the effects of the restatements adjustments, and to make certain corresponding disclosures. In the following tables, the Company has presented a reconciliation of its unaudited condensed consolidated balance sheets, statements of operations, statements of changes in equity (deficit), and statements of cash flows as previously reported for the three and six months ended March 30, 2024, to the restated amounts. Financial statement line items and subtotals that were not impacted by the restatement adjustments have been omitted for enhanced clarity.
Summary of Restatement - Unaudited Condensed Consolidated Balance Sheets (in thousands):
| | | | | | | | | | | | | | | | | |
| March 30, 2024 |
| As Reported | | Adjustment | | As Restated |
Assets | | | | | |
Unbilled accounts receivable | $ | 173,995 | | | $ | (35,099) | | | $ | 138,896 | |
Total current assets | 1,483,911 | | | (35,099) | | | 1,448,812 | |
Total assets | $ | 1,588,017 | | | $ | (35,099) | | | $ | 1,552,918 | |
Liabilities and Equity | | | | | |
Accounts payable | $ | 149,829 | | | $ | (16,595) | | | $ | 133,234 | |
Accrued expenses and other current liabilities | 120,781 | | | (1,471) | | | 119,310 | |
Deferred revenue | 812,227 | | | 2,950 | | | 815,177 | |
Total current liabilities | 1,091,053 | | | (15,116) | | | 1,075,937 | |
Total liabilities | 1,174,391 | | | (15,116) | | | 1,159,275 | |
| | | | | |
Additional paid-in capital | 1,738,317 | | | (216,828) | | | 1,521,489 | |
Accumulated deficit | (1,318,943) | | | (3,137) | | | (1,322,080) | |
Total stockholders' equity | 417,061 | | | (219,965) | | | 197,096 | |
Noncontrolling interest | (3,435) | | | 199,982 | | | 196,547 | |
Total equity | 413,626 | | | (19,983) | | | 393,643 | |
| | | | | |
Total liabilities and equity | $ | 1,588,017 | | | $ | (35,099) | | | $ | 1,552,918 | |
Summary of Restatement - Unaudited Condensed Consolidated Statements of Operations (in thousands, except per share information):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| For the Three Months Ended March 30, 2024 | | For the Six Months Ended March 30, 2024 |
| As Reported | | Adjustment | | As Restated | | As Reported | | Adjustment | | As Restated |
Revenue | | | | | | | | | | | |
Systems | $ | 401,662 | | | $ | (30,969) | | | $ | 370,693 | | | $ | 757,874 | | | $ | (39,476) | | | $ | 718,398 | |
Total revenue | 424,301 | | | (30,969) | | | 393,332 | | | 792,751 | | | (39,476) | | | 753,275 | |
Cost of revenue | | | | | | | | | | | |
Systems | 359,151 | | | (17,027) | | | 342,124 | | | 645,555 | | | (19,484) | | | 626,071 | |
Total cost of revenue | 380,139 | | | (17,027) | | | 363,112 | | | 678,483 | | | (19,484) | | | 658,999 | |
| | | | | | | | | | | |
Gross profit | 44,162 | | | (13,942) | | | 30,220 | | | 114,268 | | | (19,992) | | | 94,276 | |
| | | | | | | | | | | |
Operating loss | (50,952) | | | (13,942) | | | (64,894) | | | (70,001) | | | (19,992) | | | (89,993) | |
Loss before income tax and equity method investment | (41,140) | | | (13,942) | | | (55,082) | | | (53,990) | | | (19,992) | | | (73,982) | |
Income tax expense | 188 | | | 64 | | | 252 | | | 71 | | | 9 | | | 80 | |
Net loss | (40,952) | | | (13,878) | | | (54,830) | | | (53,919) | | | (19,983) | | | (73,902) | |
Net loss attributable to noncontrolling interests | (34,372) | | | (11,649) | | | (46,021) | | | (45,411) | | | (16,846) | | | (62,257) | |
Net loss attributable to common stockholders | $ | (6,580) | | | $ | (2,229) | | | $ | (8,809) | | | $ | (8,508) | | | $ | (3,137) | | | $ | (11,645) | |
| | | | | | | | | | | |
Loss per share of Class A Common Stock: | | | | | | | | | | |
Basic and Diluted | $ | (0.07) | | | $ | (0.02) | | | $ | (0.09) | | | $ | (0.10) | | | $ | (0.03) | | | $ | (0.13) | |
Summary of Restatement - Unaudited Condensed Consolidated Statements of Changes in Equity (Deficit) (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended March 30, 2024 |
| As Reported | | Adjustment | | As Restated |
| Additional Paid-in Capital | | Accumulated Deficit | | Noncontrolling Interest | | Total Equity (Deficit) | | Additional Paid-in Capital | | Accumulated Deficit | | Noncontrolling Interest | | Total Equity (Deficit) | | Additional Paid-in Capital | | Accumulated Deficit | | Noncontrolling Interest | | Total Equity (Deficit) |
Balance at December 30, 2023 | $ | 1,474,681 | | | $ | (1,312,363) | | | $ | 11,268 | | | $ | 171,875 | | | $ | (216,828) | | | $ | (908) | | | $ | 211,631 | | | $ | (6,105) | | | $ | 1,257,853 | | | $ | (1,313,271) | | | $ | 222,899 | | | $ | 165,770 | |
Net loss | — | | | (6,580) | | | (34,372) | | | (40,952) | | | — | | | (2,229) | | | (11,649) | | | (13,878) | | | — | | | (8,809) | | | (46,021) | | | (54,830) | |
Balance at March 30, 2024 | $ | 1,738,317 | | | $ | (1,318,943) | | | $ | (3,435) | | | $ | 413,626 | | | $ | (216,828) | | | $ | (3,137) | | | $ | 199,982 | | | $ | (19,983) | | | $ | 1,521,489 | | | $ | (1,322,080) | | | $ | 196,547 | | | $ | 393,643 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Six Months Ended March 30, 2024 |
| As Reported | | Adjustment | | As Restated |
| Additional Paid-in Capital | | Accumulated Deficit | | Noncontrolling Interest | | Total Equity (Deficit) | | Additional Paid-in Capital | | Accumulated Deficit | | Noncontrolling Interest | | Total Equity (Deficit) | | Additional Paid-in Capital | | Accumulated Deficit | | Noncontrolling Interest | | Total Equity (Deficit) |
Net loss | — | | | (8,508) | | | (45,411) | | | (53,919) | | | — | | | (3,137) | | | (16,846) | | | (19,983) | | | — | | | (11,645) | | | (62,257) | | | (73,902) | |
Exercise of warrants | 216,828 | | | — | | | — | | | 158,705 | | | (216,828) | | | — | | | 216,828 | | | — | | | — | | | — | | | 216,828 | | | 158,705 | |
Balance at March 30, 2024 | $ | 1,738,317 | | | $ | (1,318,943) | | | $ | (3,435) | | | $ | 413,626 | | | $ | (216,828) | | | $ | (3,137) | | | $ | 199,982 | | | $ | (19,983) | | | $ | 1,521,489 | | | $ | (1,322,080) | | | $ | 196,547 | | | $ | 393,643 | |
Summary of Restatement - Unaudited Condensed Consolidated Statements of Cash Flows (in thousands):
| | | | | | | | | | | | | | | | | |
| For the Six Months Ended March 30, 2024 |
| As Reported | | Adjustment | | As Restated |
Cash flows from operating activities | | | | | |
Net loss | $ | (53,919) | | | $ | (19,983) | | | $ | (73,902) | |
Changes in operating assets and liabilities: | | | | | |
Prepaid expenses and other current assets | (77,529) | | | 35,099 | | | (42,430) | |
Accounts payable | 39,910 | | | (16,595) | | | 23,315 | |
Accrued expenses and other current liabilities | (413) | | | (1,471) | | | (1,884) | |
Deferred revenue | 69,694 | | | 2,950 | | | 72,644 | |
4. Noncontrolling Interests
Noncontrolling interests represent the portion of net assets in consolidated entities that are not owned by the Company.
The following table summarizes the ownership of Symbotic Inc. stock for the three months ended March 30, 2024.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Class A Common Stock | | Class V-1 and Class V-3 Common Stock | | Total | | Class A Common Stock | | Class V-1 and Class V-3 Common Stock | | Total |
Balance at December 30, 2023 | 85,106,588 | | | 488,002,584 | | | 573,109,172 | | | | | | | |
Issuances | 10,852,700 | | | — | | | 10,852,700 | | | | | | | |
Exchanges | 5,236,000 | | | (5,236,000) | | | — | | | | | | | |
Balance at March 30, 2024 | 101,195,288 | | | 482,766,584 | | | 583,961,872 | | | 17.3 | % | | 82.7 | % | | 100 | % |
The following table summarizes the ownership of Symbotic Inc. stock for the six months ended March 30, 2024.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Class A Common Stock | | Class V-1 and Class V-3 Common Stock | | Total | | Class A Common Stock | | Class V-1 and Class V-3 Common Stock | | Total |
Balance at September 30, 2023 | 82,112,881 | | | 474,460,038 | | | 556,572,919 | | | | | | | |
Issuances | 11,518,542 | | | 15,870,411 | | | 27,388,953 | | | | | | | |
Exchanges | 7,563,865 | | | (7,563,865) | | | — | | | | | | | |
Balance at March 30, 2024 | 101,195,288 | | | 482,766,584 | | | 583,961,872 | | | 17.3 | % | | 82.7 | % | | 100 | % |
5. Revenue (As Restated)
The Company generates revenue through its design and installation of modular inventory management systems (the “Systems”) to automate customers’ depalletizing, storage, selection, and palletization warehousing processes. The Systems have both a hardware component and an embedded software component that enables the system to be programmed to operate within specific customer environments. The Company enters into contracts with customers that can include various combinations of services to design and install the Systems. These services are generally distinct and accounted for as separate performance obligations. As a result, each customer contract may contain multiple performance obligations. The Company determines whether performance obligations are distinct based on whether the customer can benefit from the product or service on its own or together with other resources that are readily available and whether the Company’s commitment to provide the services to the customer is separately identifiable from other obligations in the contract.
The Company recognizes revenue upon transfer of control of promised goods or services in a contract with a customer, generally as title and risk of loss pass to the customer, in an amount that reflects the consideration the Company expects to receive in exchange for those products or services. Revenue is recognized only to the extent that it is probable that a significant reversal of revenue will not occur and when collection is considered probable. In instances where the timing of revenue recognition differs from the timing of invoicing, the Company has determined its contracts do not include a significant financing component. Taxes collected from customers, which are subsequently remitted to governmental authorities, are excluded from revenue. Shipping and handling costs billed to customers are included in revenue and the related costs are included in cost of revenue when control transfers to the customer. The Company presents amounts collected from customers for sales and other taxes net of the related amounts remitted.
The design, assembly, and installation of a System includes substantive customer-specified acceptance criteria that allow the customer to accept or reject systems that do not meet the customer’s specifications. When the Company cannot objectively determine that acceptance criteria will be met upon contract inception, revenue relating to systems is deferred and recognized at a point in time upon final acceptance from the customer. If acceptance can be reasonably certain upon contract inception, revenue is recognized over time based on an input method, using a cost-to-cost measure of progress.
Disaggregation of Revenue
The Company provides disaggregation of revenue based on product and service type on the consolidated statements of operations as it believes these categories best depict how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors.
Contract Balances
The following table provides information about accounts receivable, unbilled accounts receivable, and contract liabilities from contracts with customers (in thousands):
| | | | | | | | | | | |
| March 30, 2024 | | September 30, 2023 |
| As Restated | | |
Accounts receivable | $ | 127,677 | | | $ | 69,206 | |
Unbilled accounts receivable | $ | 138,896 | | | $ | 121,149 | |
Contract liabilities | $ | 859,872 | | | $ | 787,227 | |
The change in the opening and closing balances of the Company’s accounts receivable primarily results from the increase in customer system implementations in the current fiscal year as well as the timing of when customer payments are due. The change in the opening and closing balances of the Company’s contract liabilities primarily results from the timing difference between the Company’s performance and customer payments. The Company’s performance obligations are typically satisfied over time as work is performed. Payment from customers can vary, and is often received in advance of satisfaction of the performance obligations, resulting in a contract liability balance. During the six months ended March 30, 2024, the Company recognized $459.2 million of the contract liability balance at September 30, 2023, as revenue upon transfer of the products or services to customers. During the six months ended March 25, 2023, the Company recognized $229.0 million of the contract liability balance at September 24, 2022, as revenue upon transfer of the products or services to customers.
Remaining Performance Obligations
Remaining performance obligations represent the aggregate amount of the transaction price allocated to performance obligations not delivered, or partially undelivered, at the end of the reporting period. Remaining performance obligations include deferred revenue plus unbilled amounts not yet recorded in deferred revenue. Remaining performance obligation estimates are subject to change and are affected by several factors, including terminations, changes in scope of contracts, periodic revalidation, adjustments for revenue that have not materialized, adjustments for inflation, and adjustments for currency. For contracts with a duration of greater than one year, the transaction price allocated to performance obligations that are unsatisfied as of March 30, 2024 was $22.7 billion, which is primarily comprised of undelivered or partially undelivered Systems under contract, and which a substantial majority relates to undelivered or partially undelivered Systems in connection with the Master Automation Agreement with Walmart Inc. (“Walmart”) to implement Systems in all of Walmart’s 42 regional distribution centers, and in connection with the Commercial Agreement with GreenBox (as defined below) under which Symbotic will implement its warehouse automation system into GreenBox distribution center locations. The definition of remaining performance obligations excludes those contracts that provide the customer with the right to cancel or terminate the contract without incurring a substantial penalty. The Company expects to recognize approximately 9% of its remaining performance obligations as revenue in the next 12 months, approximately 60% of its remaining performance obligations as revenue within 5 years, and the remaining thereafter, which is dependent on the timing of System installation timelines. The Company does not disclose the value of remaining performance obligations for contracts with an original expected duration of one year or less.
Significant Customers
For the three and six months ended March 30, 2024 and March 25, 2023, there was one customer that individually accounted for 10% or more of total revenue. The following table represents this customer’s aggregate percent of total revenue.
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Six Months Ended |
| March 30, 2024 | | March 25, 2023 | | March 30, 2024 | | March 25, 2023 |
| As Restated | | | | As Restated | | |
Customer A | 85.3 | % | | 89.7 | % | | 83.7 | % | | 86.1 | % |
At March 30, 2024, one customer accounted for over 10% of the Company’s accounts receivable balance, and two customers accounted for over 10% of the Company’s accounts receivable balance at September 30, 2023. The following table represents these customers’ aggregate percent of total accounts receivable. The symbol “n/a” indicates that such customer’s accounts receivable balance at the period indicated within the table did not exceed 10% of the Company’s accounts receivable balance.
| | | | | | | | | | | |
| March 30, 2024 | | September 30, 2023 |
Customer A | 80.5 | % | | 86.6 | % |
Customer B | n/a | | 10.3 | % |
Aggregate Percent of Total Accounts Receivable | 80.5 | % | | 96.9 | % |
The concentration in the volume of business transacted with these customers may lead to a material impact on the Company’s results from operations if a total or partial loss of the business relationship were to occur. As of the date of the issuance of these financial statements, the Company is not aware of any specific event or circumstance which would result in a material adverse impact to its results of operations or liquidity and financial condition.
6. Leases
The Company leases office space in Wilmington, MA and Montreal, QC through operating lease arrangements. The Company has no finance lease agreements. The operating lease arrangements expire at various dates through December 2030.
The following table presents the balance sheet location of the Company’s operating leases for each of the periods presented (in thousands):
| | | | | | | | | | | |
| March 30, 2024 | | September 30, 2023 |
ROU assets: | | | |
Other long-term assets | $ | 16,593 | | | $ | 12,398 | |
| | | |
Lease Liabilities: | | | |
Accrued expenses and other current liabilities | $ | 1,891 | | | $ | 1,347 | |
Other long-term liabilities | 16,733 | | | 12,291 | |
Total lease liabilities | $ | 18,624 | | | $ | 13,638 | |
The following table presents maturities of the Company’s operating lease liabilities as of March 30, 2024, presented under ASC Topic 842 (in thousands):
| | | | | |
| March 30, 2024 |
Remaining fiscal year 2024 | $ | 1,621 | |
Fiscal year 2025 | 2,957 | |
Fiscal year 2026 | 3,407 | |
Fiscal year 2027 | 3,681 | |
Fiscal year 2028 and thereafter | 12,746 | |
Total future minimum payments | $ | 24,412 | |
Less: Implied interest | (5,788) | |
Total lease liabilities | $ | 18,624 | |
The Company uses its estimated incremental borrowing rate, which is derived from information available at the lease commencement date, in determining the present value of operating lease payments. To determine the estimated incremental borrowing rate, the Company uses publicly available credit ratings for peer companies. The Company estimates the incremental borrowing rate using yields for maturities that are in line with the duration of the lease payments. The weighted average discount rate for operating leases as of March 30, 2024 was 8.0%.
As of March 30, 2024, the weighted-average remaining lease term of the Company’s operating leases was approximately 6.2 years. Operating cash flows for amounts included in the measurement of the Company’s operating lease liabilities were $0.7 million for the six months ended March 30, 2024.
7. Inventories
Inventories at March 30, 2024 and September 30, 2023 consist of the following (in thousands):
| | | | | | | | | | | |
| March 30, 2024 | | September 30, 2023 |
Raw materials and components | $ | 90,174 | | | $ | 124,446 | |
Finished goods | 29,598 | | | 11,675 | |
Total inventories | $ | 119,772 | | | $ | 136,121 | |
8. Property and Equipment
Property and equipment at March 30, 2024 and September 30, 2023 consists of the following (in thousands):
| | | | | | | | | | | |
| March 30, 2024 | | September 30, 2023 |
Computer equipment and software, furniture and fixtures, test equipment, and other equipment | $ | 83,041 | | | $ | 40,437 | |
Internal use software | 6,786 | | | 5,638 | |
Leasehold improvements | 8,799 | | | 7,194 | |
Total property and equipment | 98,626 | | | 53,269 | |
Less accumulated depreciation | (23,588) | | | (18,762) | |
Property and equipment, net | $ | 75,038 | | | $ | 34,507 | |
Included within the $40.5 million net increase of property and equipment from September 30, 2023 to March 30, 2024 is approximately $38.5 million transfer of equipment from deferred cost to property and equipment related to equipment which the Company will be utilizing for internal operations.
For the three and six months ended March 30, 2024, depreciation expense was $2.5 million and $4.8 million, respectively. For the three and six months ended March 25, 2023, depreciation expense was $1.6 million and $3.2 million, respectively.
9. Severance Charges
During the second quarter of fiscal year 2023, management committed to actions to restructure certain parts of the Company within the U.S. and Canada to better position the Company to become more agile in delivering its solutions through various outsourcing partnerships. As a result, certain headcount reductions were necessary, and the Company recognized $2.3 million of expense associated with these actions, which is included within selling, general, and administrative expenses on the Consolidated Statements of Operations for the three and six months ended March 25, 2023, and was completed within fiscal year 2023. The costs incurred related to employee severance are recorded as a liability when it is probable that employees will be entitled to termination benefits and the amounts can be reasonably estimated. The liability related to these charges is included in accrued expenses and other current liabilities in the Consolidated Balance Sheets.
The following table presents the activity related to the Company’s severance liability as of March 25, 2023 (in thousands). The Company did not have material severance activity for the three or six months ended March 30, 2024 or year ended September 30, 2023.
| | | | | |
| March 25, 2023 |
Severance liability at September 25, 2022 | $ | 1,051 | |
Severance charges | 5,242 | |
Cash paid and other | (4,118) | |
Severance liability at March 25, 2023 | $ | 2,175 | |