UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 2.02 Results of Operations and Financial Condition.
On May 12, 2022, Berkshire Grey, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended March 31, 2022. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number |
Description |
104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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Berkshire Grey, Inc. |
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Date: |
May 12, 2022 |
By: |
/s/ Mark Fidler |
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Mark Fidler |
Exhibit 99.1
Berkshire Grey Reports First Quarter 2022 Results
Exceeds Q1 Revenue Expectations and Reiterates Full Year 2022 Guidance of Approximately $90 Million
BEDFORD, Mass., May 12, 2022—Berkshire Grey Inc. (Nasdaq: BGRY), a leader in AI-enabled robotic solutions that automate supply chain processes, today announced results for the quarter ended March 31, 2022.
First Quarter Financial Highlights
First Quarter and Recent Business Highlights
“We begin the year with strong momentum. Our AI-enabled robotic systems have become an important part of our customers’ automation transformation and we have significant opportunities for further expansion. Our teams are securing new opportunities across the eCommerce and retail sectors, and we have an established, growing partner program with well-respected system integrators and technology providers. This positions us well for ongoing growth as we continue to capture the tremendous market opportunity ahead of us,” said Tom Wagner, CEO of Berkshire Grey.
Outlook for Full Year 2022:
Berkshire Grey reiterated its expectations for 2022 revenue of approximately $90 million, representing growth of approximately 80% year-over-year. Berkshire Grey’s statement about expected revenue is forward-looking and based on current expectations. Actual results could differ materially depending on market conditions and the factors set forth under “Cautionary Information Regarding Forward-Looking Statements” below.
Conference Call and Webcast Information
Berkshire Grey will hold a conference call and webcast today at 10:00 am ET to discuss its first quarter 2022 results. The telephonic version of the call can be accessed by dialing:
Toll-free dial-in number: (855) 639-2214
International dial-in number: (409) 216-0598
Conference ID: 1697205
The live webcast of the call will be accessible on the Company’s website at https://ir.berkshiregrey.com/ approximately two hours after conclusion of the live event, an archived webcast of the conference call will be accessible from the Investor Relations section of the Company’s website for twelve months.
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
This press release contains non-GAAP financial measures, including Adjusted EBITDA. 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, and stock-based compensation expense. In addition to our financial results determined in accordance with U.S. generally accepted accounting principles (“GAAP”), we believe that Adjusted EBITDA, a non-GAAP financial measure, is useful in evaluating the performance of our business. 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 Information 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, including Berkshire Grey’s outlook and guidance for the full year 2022, 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,” “outlook,” “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 speak only as of the date of this communication and are
subject to a number of significant risks and uncertainties, including, without limitation, risks associated with Berkshire Grey’s plans to develop and commercialize its product candidates, Berkshire Grey’s ability to continue to develop new innovations to meet constantly evolving customer demands, Berkshire Grey’s ability to maintain and establish collaborations or obtain additional funding, Berkshire Grey’s ability to forecast performance due to its limited operating history, and the 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 believe 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.
BERKSHIRE GREY, INC.
Condensed Consolidated Statements of Operations and Comprehensive Loss
(Unaudited)
(in thousands, except for share data)
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For the Three Months Ended March 31, |
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2022 |
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2021 |
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Revenue |
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$ |
5,492 |
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$ |
3,965 |
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Cost of revenue |
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6,696 |
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4,698 |
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Gross loss |
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(1,204 |
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(733 |
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Operating expenses: |
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General and administrative expense |
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7,662 |
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4,143 |
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Sales and marketing expense |
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1,489 |
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27,483 |
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Research and development expense |
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20,343 |
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12,310 |
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Total operating expenses |
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29,494 |
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43,936 |
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Loss from operations |
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(30,698 |
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(44,669 |
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Other income (expense): |
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Interest income, net |
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7 |
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11 |
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Change in fair value of warrant liabilities |
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7,183 |
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— |
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Other (expense), net |
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(48 |
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(20 |
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Net loss before income taxes |
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(23,556 |
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(44,678 |
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Income tax |
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10 |
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5 |
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Net loss |
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$ |
(23,566 |
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$ |
(44,683 |
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Other comprehensive loss: |
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Net foreign currency translation adjustments |
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(7 |
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(6 |
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Total comprehensive loss |
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$ |
(23,573 |
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$ |
(44,689 |
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Net loss per common share (Class A and C) – basic and diluted |
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$ |
(0.10 |
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$ |
(2.06 |
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Weighted average shares outstanding – basic and diluted |
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231,990,998 |
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21,704,185 |
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BERKSHIRE GREY, INC.
Condensed Consolidated Balance Sheets
(Unaudited)
(in thousands, except for share data)
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March 31, |
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December 31, |
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2022 |
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2021 |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
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$ |
139,581 |
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$ |
171,089 |
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Accounts receivable |
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15,253 |
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13,291 |
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Inventories, net |
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3,890 |
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2,641 |
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Deferred fulfillment costs |
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21,241 |
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7,689 |
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Prepaid expenses |
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4,641 |
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5,138 |
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Other current assets |
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5,504 |
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5,078 |
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Total current assets |
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190,110 |
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204,926 |
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Property and equipment, net |
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9,411 |
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10,874 |
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Operating lease right-of-use assets |
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8,154 |
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— |
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Restricted cash |
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862 |
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862 |
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Other non-current assets |
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849 |
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22 |
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Total assets |
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$ |
209,386 |
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$ |
216,684 |
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LIABILITIES AND STOCKHOLDERS’ EQUITY |
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Current liabilities: |
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Accounts payable |
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$ |
7,184 |
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$ |
6,766 |
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Accrued expenses |
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15,132 |
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15,659 |
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Contract liabilities |
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35,633 |
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19,216 |
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Other current liabilities |
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838 |
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146 |
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Total current liabilities |
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58,787 |
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41,787 |
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Share-based compensation liability |
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8,482 |
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15,435 |
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Warrant Liabilities |
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6,093 |
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13,277 |
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Operating lease liabilities, noncurrent |
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9,429 |
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— |
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Other non-current liabilities |
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— |
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1,954 |
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Total liabilities |
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$ |
82,791 |
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$ |
72,453 |
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Stockholders’ equity: |
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Common stock – Class A shares, $0.0001 par value; 385,000,000 shares authorized as of March 31, 2022 and December 31, 2021, 226,724,602 and 225,428,187 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively; Class C shares, par value $0.0001, 5,750,000 shares issued and outstanding as of March 31, 2022 and December 31, 2021 |
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24 |
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24 |
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Additional paid-in capital |
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455,244 |
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449,307 |
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Accumulated deficit |
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(328,650 |
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(305,084 |
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Accumulated other comprehensive (loss) |
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(23 |
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(16 |
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Total stockholders’ equity |
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126,595 |
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144,231 |
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Total liabilities and stockholders’ equity |
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$ |
209,386 |
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$ |
216,684 |
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BERKSHIRE GREY, INC.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(in thousands, except for share data)
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Three Months Ended March 31, |
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2022 |
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2021 |
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CASH FLOWS FROM OPERATING ACTIVITIES |
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Net loss |
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$ |
(23,566 |
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$ |
(44,683 |
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Adjustments to reconcile net loss to net cash used in operating activities |
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Depreciation and amortization |
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760 |
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546 |
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Loss on disposal of fixed assets |
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12 |
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13 |
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Gain on change in fair value of warrants |
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(7,183 |
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— |
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Gain on foreign currency transactions |
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33 |
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8 |
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Stock-based compensation |
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(1,838 |
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24,179 |
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Change in operating assets and liabilities |
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Accounts receivable |
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(1,962 |
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14,176 |
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Inventories |
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(1,249 |
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(221 |
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Deferred fulfillment costs |
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(13,552 |
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558 |
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Prepaid expenses and other assets |
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129 |
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(2,365 |
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Accounts payable |
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348 |
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466 |
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Accrued expenses |
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(553 |
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(3,114 |
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Contract liabilities |
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16,417 |
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(753 |
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Other liabilities |
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(34 |
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(26 |
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Net cash used in operating activities |
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(32,238 |
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(11,216 |
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CASH FLOWS FROM INVESTING ACTIVITIES |
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Capital expenditures |
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(46 |
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(1,194 |
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Net cash used in investing activities |
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(46 |
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(1,194 |
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CASH FLOWS FROM FINANCING ACTIVITIES |
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Proceeds from exercise of stock options |
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822 |
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278 |
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Net cash provided by financing activities |
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822 |
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278 |
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Effect of exchange rate on cash |
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(46 |
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(15 |
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Net (decrease) in cash, cash equivalents, and restricted cash |
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(31,508 |
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(12,147 |
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Cash, cash equivalents, and restricted cash at beginning of period |
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171,951 |
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94,978 |
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Cash, cash equivalents, and restricted cash at end of period |
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$ |
140,443 |
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$ |
82,831 |
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NON-CASH INVESTING AND FINANCING ACTIVITIES |
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Right of use asset |
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(8,154 |
) |
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— |
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Lease liability |
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10,287 |
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— |
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Net investment in lease |
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884 |
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— |
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Purchase of property and equipment included in accounts payable and accrued expenses |
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147 |
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260 |
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RECONCILIATION OF CASH AND RESTRICTED CASH WITHIN THE CONSOLIDATED BALANCE SHEETS TO THE AMOUNTS SHOWN IN THE CONSOLIDATED STATEMENTS OF CASH FLOWS ABOVE |
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Cash (inclusive of money market funds and cash equivalents of $129,172 and $81,239 at March 31, 2022 and 2021, respectively) |
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139,581 |
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81,710 |
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Restricted cash |
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862 |
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1,121 |
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Total cash, cash equivalents, and restricted cash |
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140,443 |
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82,831 |
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BERKSHIRE GREY, INC.
Supplemental Information
(Unaudited)
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For the Three Months |
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(Dollars in thousands) |
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2022 |
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2021 |
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Net loss |
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$ |
(23,566 |
) |
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$ |
(44,683 |
) |
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Interest income, net |
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(7 |
) |
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(11 |
) |
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Income tax expense |
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10 |
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5 |
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Depreciation and amortization |
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760 |
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|
546 |
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EBITDA |
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(22,803 |
) |
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(44,143 |
) |
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Stock-based compensation |
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(1,838 |
) |
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24,179 |
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Change in fair value of warrant liabilities |
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(7,183 |
) |
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— |
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Other (expense), net |
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48 |
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20 |
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Adjusted EBITDA |
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$ |
(31,776 |
) |
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$ |
(19,944 |
) |
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