8-K
Velo3D, Inc. (VELO)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 26, 2024
Velo3D, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-39757 | 98-1556965 | ||||
|---|---|---|---|---|---|---|
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | 2710 Lakeview Court, | |||
| --- | --- | --- | ||||
| Fremont, | California | 94538 | ||||
| (Address of principal executive offices) | (Zip Code) |
(408) 610-3915
Registrant’s telephone number, including area code
N/A
(Former name or former address, if changed since last report.)
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:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common stock, par value $0.00001 per share | VLD | New York Stock Exchange |
| Warrants to purchase one share of common stock, each at an exercise price of $11.50 per share | VLD WS | New York Stock Exchange |
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 March 26, 2024, Velo3D, Inc. (“Velo3D, Inc” or the “Company”) issued a press release announcing its financial results for the three and twelve months ended December 31, 2023 (the "Press Release"). In the Press Release, the Company also announced that it would be holding a conference call on March 26, 2024 at 2:00p.m. Pacific Time to discuss its financial results for the three and twelve months ended December 31, 2023.
On March 26, 2024, the Company also published earnings presentation slides (the "Earnings Presentation") related to its financial results for the three and twelve months ended December 31, 2023 for use in investor discussions. Copies of the Press Release and Earnings Presentation are furnished as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K.
The information furnished with this Item 2.02, including Exhibits 99.1 and 99.2, shall not be deemed “filed” for 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, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statement and Exhibits.
(d) Exhibits.
| Exhibit<br><br>Number | Description |
|---|---|
| 99.1 | Press Release, dated March26, 2024, regarding the Registrant’s results for the quarter and year ended December 31, 2023 |
| 99.2 | Earnings Presentation, dated March 26, 2024 |
| 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 hereunto duly authorized.
| Velo3D, Inc. | |||
|---|---|---|---|
| Date: | March 26, 2024 | By: | /s/ Bernard Chung |
| Name: | Bernard Chung | ||
| Title: | Acting Chief Executive Officer |
Document
Exhibit 99.1
Velo3D Announces Fourth Quarter and Fiscal Year 2023 Financial Results
Successfully Executing on Strategic Realignment Priorities
Strategic Review Remains Ongoing – Board of Directors in Discussions with Multiple Parties to Maximize Stockholder Value
•Bookings recovery
◦As of March 26, 2024, total bookings of $15 million since mid-December 2023; >50% of orders from existing customers
•Successfully reduced quarterly operating expenses
◦Down >15% sequentially (excluding one-time charges)
◦Expect >30% reduction Q3 2023 through end of Q1 2024 in non-GAAP operating expenses
•Further expanded installed base - added 12 new customers in 2023 including 3 new defense customers
•Continued free cash flow progress – 35% year over year improvement, well positioned to achieve cash flow breakeven in the second half of FY 2024
FREMONT, Calif., March 26, 2024 - Velo3D, Inc. (NYSE: VLD), a leading additive manufacturing technology company for mission-critical metal parts, today announced financial results for its fourth quarter and fiscal year 2023 ended December 31, 2023.
“2023 was a transformational year for the company as we re-aligned our strategic and business priorities from driving revenue growth to ensuring customer success, improving system reliability and materially reducing our cost structure,” said Brad Kreger, CEO of Velo3D. “We are pleased with the significant progress we are making related to our key initiatives as we have significantly reduced our costs and materially improved our operational efficiency. Additionally, our new go to market approach is paying dividends as we have resumed our bookings growth, including signing a number of new, strategic customers in the defense industry with Kratos Defense and Bechtel Plant Machinery. I remain very excited about our market opportunities in 2024, especially in defense given the recent $825 billion Department of Defense funding
approval. We have already received one purchase order tied to this approval and expect we will close additional orders by the end of the quarter as a result. I firmly believe the benefits from our re-alignment are just beginning.”
Key highlights related to the company’s strategic initiatives:
•Ensuring customer success / system reliability – reduced field issue resolution times by more than 45% since Q3 2023 and improved system uptime by 10%
•Increased revenue 1H24 visibility through bookings growth – as of March 26, 2024, booked >$15 million in new orders since mid-December, more than 50% of orders from existing customers
•Improved Sapphire printer quality – reduced system installation time by 40% over the last 6 months
•Improving cash flow – successfully reduced sequential operating expenses by >15%, expect sequentially quarterly improvement in free cash for FY 2024
“The entire Velo3D team remains focused on these four objectives and we’re beginning to see these changes yield results, including existing customers purchasing new systems. We believe this reflects their confidence in our technology as well as the success of our initiatives in improving customer satisfaction,” said Kreger. “We’re continuing to execute on our cost realignment programs to improve margins and cash flow, while prudently managing working capital. By doing so, we believe we are well positioned to profitably capitalize on the increasing industry demand for leading-edge additive manufacturing solutions.”
| ($ Millions, except percentages and per-share data) | 4th Quarter 2023 | 3rd Quarter 2023 | 4th Quarter 2022 | FY2023 | FY2022 |
|---|---|---|---|---|---|
| GAAP revenue | $1.8 | $23.8 | $29.8 | $77.6 | $80.8 |
| GAAP gross margin | (>100)% | 6.3% | 5.9% | (33.7)% | 3.6% |
| GAAP Net Income (Loss)1 | $(58.2) | ($17.4) | $22.6 | $(135.0) | $10.0 |
| GAAP Net Income (Loss) per diluted share | $(0.28) | ($0.09) | $0.11 | $(0.68) | $0.05 |
| Non-GAAP Net Loss2 | $(61.1) | ($19.2) | ($16.4) | $(117.4) | ($83.0) |
| Non-GAAP Net Loss per diluted share2 | $(0.29) | ($0.10) | ($0.08) | $(0.59) | ($0.41) |
| Cash and investments | $31 | $72 | $80 | $31 | $80 |
Information about Velo3D’s use of non-GAAP information, including a reconciliation to U.S. GAAP, is provided at the end of this release.
1.Reconciliations to U.S. generally accepted accounting principles (GAAP) financial measures are presented below under “Non-GAAP Financial Information”.
2.Non-GAAP net loss and non-GAAP net loss per diluted share exclude stock-based compensation expense, fair value adjustments for the Company’s warrants, contingent earnout and debt derivative liabilities, and loss on extinguishment of debt in the three months ended December 31, 2023, September 30, 2023 and December 31, 2022 and years ended December 31, 2022 and 2023.
Summary of Fourth Quarter 2023 results
Revenue for the fourth quarter was $2 million and reflected a significant reduction in system shipments due to lower than planned bookings in the second half of 2023 and the company’s re-alignment transition. For fiscal year 2023, revenue was $77.6 million compared to $80.8 million in 2022. Given the decline in bookings and challenging industry conditions, the company successfully instituted a number of strategic sales initiatives in the fourth quarter to drive bookings growth. As a result of the successful execution of these initiatives, as of March 26, 2024, the company has booked more than $15 million in new orders since mid-December 2023.
Gross margin for the fourth quarter was a negative 1,857%, primarily driven by reduced system volume, inventory valuation charges and costs associated with the company’s re-alignment initiatives. The company expects positive gross margin in the first quarter given improvements in its system balance of material costs, benefits from its new long term supply contracts and overall improvements in operating and manufacturing efficiency.
Operating expenses for the fourth quarter were $24.5 million compared to $26.7 million in the third quarter of 2023. Fourth quarter operating expenses include one-time charges totaling $4.7 million related to the company's re-alignment initiatives including a $2.4 million inventory reserve charge and $2.3 million in severance and other costs related to its recent reduction in force. Non-GAAP operating expenses, which excludes the company’s re-alignment charges and stock-based compensation expense of $3.4 million, was $16.5 million, down approximately 17% sequentially. The company expects non-GAAP quarterly operating expenses to decline by more than 30% in the first quarter of 2024 compared to the third quarter of 2023 as a result of the company’s realignment programs.
Net loss for the quarter was $58.2 million and reflected a gain of $27.6 million on the fair value of warrants, contingent earnout and debt derivative liabilities. Additionally, net loss for the quarter included a $19.2 million loss on the extinguishment of the company’s convertible debt that was exchanged in the fourth quarter. Non-GAAP net loss, which excludes, among other items, the gain on fair value of warrants, contingent earnout and debt derivative liabilities and the loss on debt extinguishment as well as stock-based compensation expense, was $61.1 million in the three months ended December 31, 2023. Adjusted EBITDA for the quarter, excluding the
same metrics, was a loss of $51.5 million. For more information regarding the company’s non-GAAP financial measures, see “Non-GAAP Financial Information” below.
The company ended the quarter with $31 million in cash and investments. Also, as a result of its re-alignment initiatives, the company recorded a $27 million non-cash charge related to the valuation of its inventory during the quarter. Fourth quarter free cash flow, excluding financing activities, was in line company's forecasts and improved 35% on a year over year basis. The company expects sequential quarterly improvement in cash flow in 2024.
Guidance
The company expects sequential improvement in revenue, gross margin and operating expenses on a quarterly basis in 2024. The company also believes the continued execution on its realignment strategy will enable it to reach its goal of free cash flow breakeven in the second half of 2024.
For the fiscal year 2024, the company’s guidance is as follows:
•Revenue in the range of $80 million to $95 million
•Gross margin in the range of 20% to 30% with fourth quarter 2024 gross margin of approximately 30%, excluding non-recurring charges related to its cost reduction initiatives
The company will host a conference call for investors this afternoon to discuss its fourth quarter 2023 financial results at 2:00 p.m. Pacific Time. The call will be webcast and can be accessed from the Events page of the Investor Relations section of Velo3D’s website at ir.velo3d.com.
About Velo3D:
Velo3D is a metal 3D printing technology company. 3D printing—also known as additive manufacturing (AM)—has a unique ability to improve the way high-value metal parts are built. However, legacy metal AM has been greatly limited in its capabilities since its invention almost 30 years ago. This has prevented the technology from being used to create the most valuable and impactful parts, restricting its use to specific niches where the limitations were acceptable.
Velo3D has overcome these limitations so engineers can design and print the parts they want. The company’s solution unlocks a wide breadth of design freedom and enables customers in space exploration, aviation, power generation, energy, and semiconductor to innovate the future in their respective industries. Using Velo3D, these customers can now build mission-critical metal parts that were previously impossible to manufacture. The fully integrated solution includes the Flow print preparation software, the Sapphire family of printers, and the Assure quality control system—all of which are powered by Velo3D’s Intelligent Fusion manufacturing process. The company delivered its first Sapphire system in 2018 and has been a strategic partner to innovators such as SpaceX, Honeywell, Honda, Chromalloy, and Lam Research. Velo3D has been named as one of Fast Company’s Most Innovative Companies for 2023. For more information, please visit Velo3D.com, or follow the company on LinkedIn or Twitter.
VELO, VELO3D, SAPPHIRE and INTELLIGENT FUSION, are registered trademarks of Velo3D, Inc.; and WITHOUT COMPROMISE, FLOW and ASSURE are trademarks of Velo3D, Inc. All Rights Reserved © Velo3D, Inc.
Investor Relations:
Velo3D
Bob Okunski, VP Investor Relations
investors@velo3d.com
Media Contact:
Velo3D
Dan Sorensen, Senior Director of PR
dan.sorensen@velo3d.com
Amounts herein pertaining to December 31, 2023 represent a preliminary estimate as of the date of this earnings release and may be revised upon filing our Quarterly Report on Form 10-Q with the Securities and Exchange Commission (the “SEC”). More information on our results of operations for the three months ended December 31, 2023 will be provided upon filing our Quarterly Report on Form 10-Q with the SEC.
Forward-Looking Statements:
This press release includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1996. The company’s actual results may differ from its expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect”, “estimate”, “project”, “budget”, “forecast”, “anticipate”, “intend”, “plan”, “may”, “will”, “could”, “should”, “believes”, “predicts”, “potential”, “continue”, and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, the company’s guidance for the fourth quarter and full year 2023 (including the company’s estimates for revenue, and gross margin), the company's expectations regarding its ability to reach free cash flow break even by the second quarter of 2024, the company’s expectations regarding its ability to achieve profitability by 2024, the company's strategic realignment and initiatives (including the company's plans and targets for non-GAAP operating expense reduction and bookings growth), the company’s expectations regarding its liquidity and capital requirements, and the company’s other expectations, hopes, beliefs, intentions or strategies for the future. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. You should carefully consider the risks and uncertainties described in the “Risk Factors” section of the company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (the “FY 2022 10-K”), which was filed by the company with the SEC on March 20, 2023 and the other documents filed by the company from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Most of these factors are outside the company’s control and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) the inability of the company to execute its business plan, which may be affected by, among other things, competition, the ability of the company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its key employees; (2) changes in the applicable laws or regulations; (3) the possibility that the company may be adversely affected by other economic, business, and/or competitive factors; (4) the impact of the global COVID-19 pandemic; and (5) other risks and uncertainties indicated from time to time described in the FY 2023 10-K, including those under “Risk Factors” therein,
and in the company’s other filings with the SEC. The company cautions that the foregoing list of factors is not exclusive and not to place undue reliance upon any forward-looking statements, including projections, which speak only as of the date made. The company does not undertake or accept any obligation to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based.
Non-GAAP Financial Information
The company uses non-GAAP financial measures to help it make strategic decisions, establish budgets and operational goals for managing its business, analyze its financial results and evaluate its performance. The company also believes that the presentation of these non-GAAP financial measures in this release provides an additional tool for investors to use in comparing the company’s core business and results of operations over multiple periods. However, the non-GAAP financial measures presented in this release may not be comparable to similarly titled measures reported by other companies due to differences in the way that these measures are calculated. The non-GAAP financial measures presented in this release should not be considered as the sole measure of the company’s performance and should not be considered in isolation from, or as a substitute for, comparable financial measures calculated in accordance with generally accepted accounting principles accepted in the United States (“GAAP”).
The information in the table below sets forth the non-GAAP financial measures that the company uses in this release. Because of the limitations associated with these non-GAAP financial measures, “Non-GAAP Net Loss”, “EBITDA”, “Adjusted EBITDA”, “Adjusted EBITDA excluding merger costs and loss on convertible note extinguishment” and “Non-GAAP Operating Expenses”, should not be considered in isolation or as a substitute for performance measures calculated in accordance with GAAP. The company compensates for these limitations by relying primarily on its GAAP results and using Non-GAAP Net Loss, EBITDA, Adjusted EBITDA, and Non-GAAP Operating Expenses on a supplemental basis. You should review the reconciliation of the non-GAAP financial measures below and not rely on any single financial measure to evaluate the company's business.
The following tables reconcile Net income (loss) to Non-GAAP Net Loss, EBITDA, and Adjusted EBITDA and Total Operating Expenses to Non-GAAP Operating Expenses during the three months ended December 31, 2023, September 30, 2023, December 31, 2022 and September 30, 2022, fiscal year 2023 and fiscal year 2022 ended December 31, 2023 and December 31, 2022:
Velo3D, Inc.
NON-GAAP Net Loss Reconciliation
(Unaudited)
| Three months ended | Year ended | Three months ended | ||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, | December 31, | December 31, | December 31, | September 30, | September 30, | |||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||
| (In thousands, except for percentages) | ||||||||||||||||||||||||
| % of Rev | % of Rev | % of Rev | % of Rev | % of Rev | % of Rev | |||||||||||||||||||
| Revenues | $ | 1,806 | 100 | % | $ | 29,780 | 100 | % | $ | 77,562 | 100 | % | $ | 80,757 | 100 | % | $ | 23,808 | 100 | % | $ | 19,115 | 100 | % |
| Gross profit | (33,541) | (1857.2) | % | 1,768 | 5.9 | % | (26,148) | (33.7) | % | 2,894 | 3.6 | % | 1,488 | 6.3 | % | (121) | (0.6) | % | ||||||
| Net income (loss) | $ | (58,225) | (3224.0) | % | $ | 22.607 | 75.9 | % | $ | (135,020) | (174.1) | % | $ | 10,020 | 12.4 | % | $ | (17,396) | (73.1) | % | $ | (75,195) | (393.4) | % |
| Stock-based compensation | 5,445 | 301.5 | % | 5,058 | 17.0 | % | 24,931 | 32.1 | % | 20,148 | 24.9 | % | 6,716 | 28.2 | % | 5,157 | 27.0 | % | ||||||
| (Gain) loss on fair value of warrants | (2,473) | (136.9) | % | (8,090) | (27.2) | % | (2,338) | (3.0) | % | (19,129) | (23.7) | % | (1,587) | (6.7) | % | 6,612 | 34.6 | % | ||||||
| (Gain) loss on fair value of contingent earnout liabilities | (12,958) | (717.5) | % | (35,963) | (120.8) | % | (15,958) | (20.6) | % | (94,073) | (116.5) | % | (10,810) | (45.4) | % | 40,885 | 213.9 | % | ||||||
| (Gain) loss on fair value of debt derivative | (12,133) | (671.8) | % | — | — | % | (8,485) | (10.9) | % | — | — | % | 3,648 | 15.3 | % | — | — | % | ||||||
| Loss on extinguishment of debt | 19,197 | 1063.0 | % | — | — | % | 19,450 | 25.1 | % | — | — | % | 253 | 1.1 | % | — | — | % | ||||||
| Non-GAAP Net loss | $ | (61,147) | (3385.8) | % | $ | (16,388) | (55.0) | % | $ | (117,420) | (151.4) | % | $ | (83,034) | (102.8) | % | $ | (19,176) | (80.5) | % | $ | (22,541) | (117.9) | % |
Velo3D, Inc.
NON-GAAP Adjusted EBITDA Reconciliation
(Unaudited)
| Three months ended | Year ended | Three months ended | ||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, | December 31, | December 31, | December 31, | September 30, | September 30, | |||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||
| (In thousands, except for percentages) | ||||||||||||||||||||||||
| % of Rev | % of Rev | % of Rev | % of Rev | % of Rev | % of Rev | |||||||||||||||||||
| Revenues | $ | 1,806 | 100 | % | $ | 29,780 | 100 | % | $ | 77,562 | 100 | % | $ | 80,757 | 100 | % | $ | 23,808 | 100 | % | $ | 19,115 | 100 | % |
| Net income (loss) | $ | (58,225) | (3224.0) | % | $ | 22,607 | 75.9 | % | $ | (135,020) | (174.1) | % | $ | 10,020 | 12.4 | % | $ | (17,396) | (73.1) | % | $ | (75,195) | (393.4) | % |
| Interest expense | 8,051 | 445.8 | % | 10 | — | % | 9,722 | 12.5 | % | 372 | 0.5 | % | 1,107 | 4.6 | % | 129 | 0.7 | % | ||||||
| Tax expense | — | — | % | — | — | % | — | — | % | — | — | % | — | — | % | — | — | % | ||||||
| Depreciation and amortization | 1,641 | 90.9 | % | 1,962 | 6.6 | % | 6,157 | 7.9 | % | 5,290 | 6.6 | % | 1,490 | 6.3 | % | 1,220 | 6.4 | % | ||||||
| EBITDA | (48,533) | (2687.3) | % | 24,579 | 82.5 | % | (119,141) | (153.6) | % | 15,682 | 19.4 | % | (14,799) | (62.2) | % | (73,846) | (386.3) | % | ||||||
| Stock-based compensation | 5,445 | 301.5 | % | 5,058 | 17.0 | % | 24,931 | 32.1 | % | 20,148 | 24.9 | % | 6,716 | 28.2 | % | 5,157 | 27.0 | % | ||||||
| (Gain) loss on fair value of warrants | (2,473) | (136.9) | % | (8,090) | (27.2) | % | (2,338) | (3.0) | % | (19,129) | (23.7) | % | (1,587) | (6.7) | % | 6,612 | 34.6 | % | ||||||
| (Gain) loss on fair value of contingent earnout liabilities | (12,958) | (717.5) | % | (35,963) | (120.8) | % | (15,958) | (20.6) | % | (94,073) | (116.5) | % | (10,810) | (45.4) | % | 40,885 | 213.9 | % | ||||||
| (Gain) loss on fair value of debt derivative | (12,133) | (671.8) | % | — | — | % | (8,485) | (10.9) | % | — | — | % | 3,648 | 15.3 | % | — | — | % | ||||||
| Loss on extinguishment of debt | 19,197 | 1063.0 | % | — | — | % | 19,450 | 25.1 | % | — | — | % | 253 | 1.1 | % | — | — | % | ||||||
| Adjusted EBITDA | $ | (51,455) | (2849.1) | % | $ | (14,416) | (48.4) | % | $ | (101,541) | (130.9) | % | $ | (77,372) | (95.8) | % | $ | (16,579) | (69.6) | % | $ | (21,192) | (110.9) | % |
Velo3D, Inc.
NON-GAAP Adjusted Operating Expenses Reconciliation
(Unaudited)
| Three months ended | Year ended | Three months ended | ||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, | December 31, | December 31, | December 31, | September 30, | September 30, | |||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||
| (In thousands, except for percentages) | ||||||||||||||||||||||||
| % of Rev | % of Rev | % of Rev | % of Rev | % of Rev | % of Rev | |||||||||||||||||||
| Revenues | $ | 1,806 | 100 | % | $ | 29,780 | 100 | % | $ | 77,562 | 100 | % | $ | 80,757 | 100 | % | $ | 23,808 | 100 | % | $ | 19,115 | 100 | % |
| Operating expenses | ||||||||||||||||||||||||
| Research and development | 9,211 | 510.0 | % | 7,828 | 26.3 | % | 42,031 | 54.2 | % | 46,266 | 57.3 | % | 9,819 | 41.2 | % | 12,558 | 65.7 | % | ||||||
| Selling and marketing | 5,175 | 286.5 | % | 6,043 | 20.3 | % | 23,229 | 29.9 | % | 23,907 | 29.6 | % | 5,772 | 24.2 | % | 5,632 | 29.5 | % | ||||||
| General and administrative | 10,158 | 562.5 | % | 9,791 | 32.9 | % | 41,727 | 53.8 | % | 36,982 | 45.8 | % | 11,118 | 46.7 | % | 9,642 | 50.4 | % | ||||||
| Total operating expenses | 24,544 | 1359.0 | % | 23,662 | 79.5 | % | 106,987 | 137.9 | % | 107,155 | 132.7 | % | 26,709 | 112.2 | % | 27,832 | 145.6 | % | ||||||
| Stock-based compensation in operating expense | 3,387 | 187.5 | % | 5,058 | 17.0 | % | 22,873 | 29.5 | % | 20,148 | 24.9 | % | 6,716 | 28.2 | % | 5,157 | 27.0 | % | ||||||
| Adjusted operating expenses | $ | 21,157 | 1171.5 | % | $ | 18,604 | 62.5 | % | $ | 84,114 | 108.4 | % | $ | 87,007 | 107.7 | % | $ | 19,993 | 84.0 | % | $ | 22,675 | 118.6 | % |
Velo3D, Inc.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(Unaudited)
(In thousands, except share and per share data)
| Three Months Ended | Year ended | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, | September 30, | December 31, | December 31, | December 31, | |||||||
| 2023 | 2023 | 2022 | 2023 | 2022 | |||||||
| Revenue | |||||||||||
| 3D Printer | $ | (136) | $ | 21,428 | $ | 27,010 | $ | 69,057 | $ | 71,346 | |
| Recurring payment | 535 | 531 | 1,119 | 1,676 | 4,161 | ||||||
| Support services | 1,407 | 1,849 | 1,651 | 6,829 | 5,250 | ||||||
| Total Revenue | 1,806 | 23,808 | 29,780 | 77,562 | 80,757 | ||||||
| Cost of revenue | |||||||||||
| 3D Printer | 32,473 | 20,273 | 25,567 | 94,448 | 68,253 | ||||||
| Recurring payment | 398 | 111 | 553 | 1,291 | 2,612 | ||||||
| Support services | 2,476 | 1,936 | 1,892 | 7,971 | 6,998 | ||||||
| Total cost of revenue | 35,347 | 22,320 | 28,012 | 103,710 | 77,863 | ||||||
| Gross profit | (33,541) | 1,488 | 1,768 | (26,148) | 2,894 | ||||||
| Operating expenses | |||||||||||
| Research and development | 9,211 | 9,819 | 7,828 | 42,031 | 46,266 | ||||||
| Selling and marketing | 5,175 | 5,772 | 6,043 | 23,229 | 23,907 | ||||||
| General and administrative | 10,158 | 11,118 | 9,791 | 41,727 | 36,982 | ||||||
| Total operating expenses | 24,544 | 26,709 | 23,662 | 106,987 | 107,155 | ||||||
| Loss from operations | (58,085) | (25,221) | (21,894) | (133,135) | (104,261) | ||||||
| Interest expense | (8,051) | (1,107) | (10) | (9,722) | (372) | ||||||
| Gain on fair value of warrants | 2,476 | 1,587 | 8,090 | 2,338 | 19,129 | ||||||
| Gain on fair value of contingent earnout liabilities | 12,958 | 10,810 | 35,963 | 15,958 | 94,073 | ||||||
| Gain (loss) on fair value of debt derivatives | 12,133 | (3,648) | — | 8,485 | — | ||||||
| Loss on debt extinguishment | (19,197) | (253) | — | (19,450) | — | ||||||
| Other income (loss), net | (459) | 436 | 458 | 506 | 1,451 | ||||||
| Income (loss) before provision for income taxes | (58,225) | (17,396) | 22,607 | (135,020) | 10,020 | ||||||
| Provision for income taxes | — | — | — | — | — | ||||||
| Net income (loss) | $ | (58,225) | $ | (17,396) | $ | 22,607 | $ | (135,020) | $ | 10,020 | |
| Net income (loss) per share: | |||||||||||
| Basic | $ | (0.28) | $ | (0.09) | $ | 0.12 | $ | (0.68) | $ | 0.05 | |
| Diluted | $ | (0.28) | $ | (0.09) | $ | 0.11 | $ | (0.68) | $ | 0.05 | |
| Shares used in computing net income (loss) per share: | |||||||||||
| Basic | 207,869,092 | 197,833,109 | 186,491,083 | 197,358,751 | — | 185,079,101 | |||||
| Diluted | 207,869,092 | 197,833,109 | 202,704,021 | 197,358,751 | 202,174,903 | ||||||
| Net income (loss) | $ | (58,225) | $ | (17,396) | $ | 22,607 | $ | (135,020) | $ | 10,020 | |
| Net unrealized holding loss on available-for-sale investments | 156 | 149 | 298 | 741 | (823) | ||||||
| Other comprehensive income (loss) | $ | (58,069) | $ | (17,247) | $ | 22,905 | $ | (134,279) | $ | 9,197 |
Velo3D, Inc. CONSOLIDATED BALANCE SHEETS (Unaudited) (In thousands, except share and per share data)
| December 31, | December 31, | |||
|---|---|---|---|---|
| 2023 | 2022 | |||
| Assets | ||||
| Current assets: | ||||
| Cash and cash equivalents | $ | 24,494 | $ | 31,983 |
| Short-term investments | 6,621 | 48,214 | ||
| Accounts receivable, net | 9,583 | 9,185 | ||
| Inventories | 60,816 | 71,202 | ||
| Contract assets | 14,797 | 6,805 | ||
| Prepaid expenses and other current assets | 4,000 | 5,533 | ||
| Total current assets | 120,311 | 172,922 | ||
| Property and equipment, net | 16,326 | 19,812 | ||
| Equipment on lease, net | 6,667 | 9,070 | ||
| Other assets | 14,203 | 23,310 | ||
| Total assets | $ | 157,507 | $ | 225,114 |
| Liabilities and Stockholders’ Equity | ||||
| Current liabilities: | ||||
| Accounts payable | $ | 15,854 | $ | 12,207 |
| Accrued expenses and other current liabilities | 6,491 | 15,877 | ||
| Debt – current portion | 20,632 | 2,775 | ||
| Contract liabilities | 5,135 | 15,194 | ||
| Total current liabilities | 48,112 | 46,053 | ||
| Long-term debt – less current portion | 12,500 | 5,422 | ||
| Contingent earnout liabilities | 1,456 | 17,414 | ||
| Warrant liabilities | 11,835 | 2,745 | ||
| Other noncurrent liabilities | 13,094 | 12,634 | ||
| Total liabilities | 86,997 | 84,268 | ||
| Commitments and contingencies | ||||
| Stockholders’ equity: | ||||
| Common stock, $0.00001 par value – 500,000,000 shares authorized at December 31, 2023 and 2022, respectively, 258,418,695 and 187,561,368 shares issued and outstanding as of December 31, 2023 and 2022, respectively | 2 | 2 | ||
| Additional paid-in capital | 425,471 | 361,528 | ||
| Accumulated other comprehensive loss | (96) | (837) | ||
| Accumulated deficit | (354,867) | (219,847) | ||
| Total stockholders’ equity | 70,510 | 140,846 | ||
| Total liabilities and stockholders’ equity | $ | 157,507 | $ | 225,114 |
Velo3D, Inc. CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (In thousands)
| Year ended | |||||
|---|---|---|---|---|---|
| December 31, | December 31, | ||||
| 2023 | 2022 | ||||
| Cash flows from operating activities | |||||
| Net loss | $ | (135,020) | $ | 10,020 | |
| Adjustments to reconcile net loss to net cash used in operating activities | |||||
| Depreciation and amortization | 11,538 | 5,290 | |||
| Stock-based compensation | 24,931 | 20,148 | |||
| Gain on fair value of warrants | (2,338) | (19,129) | |||
| Gain on fair value of contingent earnout liabilities | (15,958) | (94,073) | |||
| Gain on fair value of debt derivatives | (8,485) | — | |||
| Loss on debt extinguishment | 19,450 | — | |||
| Non-cash cost of issuance of common stock warrants | 1,357 | — | |||
| Realized loss on available for sale securities | 14 | — | |||
| Changes in assets and liabilities | |||||
| Accounts receivable | (398) | 3,593 | |||
| Inventories | 14,506 | (47,017) | |||
| Contract assets | (7,992) | (6,531) | |||
| Prepaid expenses and other current assets | 2,795 | 6,142 | |||
| Other assets | 9,264 | (1,241) | |||
| Accounts payable | 2,211 | 2,341 | |||
| Accrued expenses and other liabilities | (9,038) | 6,362 | |||
| Contract liabilities | (10,059) | (7,058) | |||
| Other noncurrent liabilities | 592 | (2,809) | |||
| Net cash used in operating activities | (102,630) | (123,962) | |||
| Cash flows from investing activities | |||||
| Purchase of property and equipment | (1,046) | (13,822) | |||
| Production of equipment for lease to customers | (2,942) | (5,595) | |||
| Purchases of available-for-sale investments | (3,655) | (87,655) | |||
| Sales of available for sale securities | 10,664 | — | |||
| Proceeds from maturities of available-for-sale investments | 35,092 | 54,050 | |||
| Net cash used in investing activities | 38,113 | (53,022) | |||
| Cash flows from financing activities | |||||
| Proceeds from loan refinance, net of issuance costs | — | 6,664 | |||
| Repayment of loans in connection with loan refinance | — | (8,089) | |||
| Proceeds from ATM offering, net of issuance costs | 22,805 | — | |||
| Proceeds from revolver facility | 14,000 | — | |||
| Proceeds from capital raise, net of issuance costs | 16,287 | — | |||
| Repayment of revolver facility | (17,000) | — | |||
| Repayment of property and equipment loan | (6,956) | (889) | |||
| Proceeds from equipment loans | 1,600 | 2,400 | |||
| Repayment of notes | (40,000) | — | |||
| Proceeds from notes, net of issuance costs | 65,736 | — | |||
| Issuance of common stock upon exercise of stock options | 561 | 1,256 | |||
| Net cash provided by financing activities | 57,033 | 1,342 | |||
| Effect of exchange rate changes on cash and cash equivalents | (5) | 23 | |||
| Net change in cash and cash equivalents | (7,489) | (175,619) | |||
| --- | --- | --- | --- | --- | --- |
| Cash and cash equivalents and restricted cash at beginning of period | 32,783 | 208,402 | |||
| Cash and cash equivalents and restricted cash at end of period | $ | 25,294 | $ | 32,783 | |
| Supplemental disclosure of cash flow information | |||||
| Cash paid for interest | $ | 9,722 | $ | 372 | |
| Supplemental disclosure of non-cash information | |||||
| Unpaid liabilities related to property and equipment | 92 | — | |||
| Equipment for lease to customers returned to inventory | 4,153 | 2,619 | |||
| Issuance of common stock warrants in connection with capital raise | 11,428 | — | — | ||
| Issuance of common stock warrants in connection with financing | — | 170 |
The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the consolidated balance sheets to the total of such amounts shown on the consolidated statements of cash flows:
| Year ended | ||||
|---|---|---|---|---|
| December 31, | December 31, | |||
| 2023 | 2022 | |||
| Cash and cash equivalents | $ | 24,494 | $ | 31,983 |
| Restricted cash (Other assets) | 800 | 800 | ||
| Total cash and cash equivalents, and restricted cash | $ | 25,294 | $ | 32,783 |
exhibit992q423supplement
This presentation includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1996. The company’s actual results may differ from its expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect”, “estimate”, “project”, “budget”, “forecast”, “anticipate”, “intend”, “plan”, “may”, “will”, “could”, “should”, “believes”, “predicts”, “potential”, “continue”, and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, the company’s guidance for full year 2024 (including the company’s estimates for full year revenue gross margin and non-GAAP operating expenses), the company's expectations regarding its ability to reduce its first quarter 2024 non-GAAP operating expenses, the company’s expectations regarding improvements in cash flow in the first quarter of 2024 and through the first half of 2024, the company's strategic realignment and initiatives (including the company's plans and targets for operating expense reduction and bookings growth), the company’s expectations regarding its liquidity and capital requirements, the company’s strategic business review process to explore alternatives in order to maximize stockholder value, and the company’s other expectations, hopes, beliefs, intentions or strategies for the future. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. You should carefully consider the risks and uncertainties described in the “Risk Factors” section of the company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (the “FY 2022 10-K”), which was filed by the company with the SEC on March 20, 2023 and the other documents filed by the company from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Most of these factors are outside the company’s control and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) the inability of the company to execute its business plan, which may be affected by, among other things, competition, the ability of the company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its key employees; (2) changes in the applicable laws or regulations; (3) the company’s ability to service and comply with its indebtedness; (4) the company’s ability to raise financing in the future; (5) the company’s ability to continue as a going concern; (6) the company’s ability to maintain the listing of its common stock on the New York Stock Exchange; (7) the possibility that the company may be adversely affected by other economic, business, and/or competitive factors; (8) the impact of the global COVID-19 pandemic; and (9) other risks and uncertainties indicated from time to time described in the FY 2022 10-K, including those under “Risk Factors” therein, and in the company’s other filings with the SEC. The company cautions that the foregoing list of factors is not exclusive and not to place undue reliance upon any forward-looking statements, including projections, which speak only as of the date made. The company does not undertake or accept any obligation to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based.
• • • • • • • • • • • • • •
6% 30%
through complete / facility consolidation $5 $10 $15 $20 $25 $30 Q1 2023A Q2 2023A Q3 2023A Q4 2023A Q1 2024E R&D (excl. SBC) S&M (excl. SBC) G&A (excl. SBC)
Velo3D, Inc. NON-GAAP Adjusted Operating Expenses Reconciliation (Unaudited) Three months endedYear endedThree months ended September 30, 2022September 30, 2023December 31, 2022December 31, 2023December 31, 2022December 31, 2023 (In thousands, except for percentages) % of Rev% of Rev% of Rev% of Rev% of Rev% of Rev 100.0 %$ 19,115 100.0 %$ 23,808 100.0 %$ 80,757 100.0 %$ 77,562 100.0 %$ 29,780 100.0 %$ 1,806 Revenue Operating expenses 65.7 %12,55841.2 %9,81957.3 %46,26654.2 %42,03126.3 %7,828510.0 %9,211Research and development 29.5 %5,63224.2 %5,77229.6 %23,90729.9 %23,22920.3 %6,043286.5 %5,175Selling and marketing 50.4 %9,64246.7 %11,11845.8 %36,98253.8 %41,72732.9 %9,791562.5 %10,158General and administrative 145.6 %27,832112.2 %26,709132.7 %107,155137.9 %106,98779.5 %23,6621359.0 %24,544Total operating expenses 27.0 %5,15728.2 %6,71624.9 %20,14829.5 %22,87317.0 %5,058187.5 %3,387Stock-based compensation in operating expenses 118.6 %$ 22,675 84.0 %$ 19,993 107.7 %$ 87,007 108.4 %$ 84,114 62.5 %$ 18,604 1171.5 %$ 21,157 Adjusted operating expenses
Velo3D, Inc. NON-GAAP Adjusted EBITDA Reconciliation (Unaudited) Three months endedYear endedThree months ended September 30, 2022September 30, 2023December 31, 2022December 31, 2023December 31, 2022December 31, 2023 (In thousands, except for percentages) % of Rev% of Rev% of Rev% of Rev% of Rev% of Rev 100.0 %$ 19,115 100.0 %$ 23,808 100.0 %$ 80,757 100.0 %$ 77,562 100.0 %$ 29,780 100.0 %$ 1,806 Revenue (393.4)%(75,195)(73.1)%(17,396)12.4 %10,020(174.1)%(135,020)75.9 %22,607(3224.0)%(58,225)Net Income (Loss) 0.7 %1294.6 %1,1070.5 %37212.5 %9,7220.0 %10445.8 %8,051Interest expense — %—— %—— %—— %—— %—— %—Tax expense 6.4 %1,2206.3 %1,4906.6 %5,2907.9 %6,1576.6 %1,96290.9 %1,641Depreciation and amortization (386.3)%$ (73,846)(62.2)%$ (14,799)19.4 %$ 15,682 (153.6)%$ (119,141)82.5 %$ 24,579 (2687.3)%$ (48,533)EBITDA 27.0 %5,15728.2 %6,71624.9 %20,14832.1 %24,93117.0 %5,058301.5 %5,445Stock-based compensation 34.6 %6,612(6.7)%(1,587)(23.7)%(19,129)(3.0)%(2,338)(27.2)%(8,090)(136.9)%(2,473)(Gain) loss on fair value of warrants 213.9 %40,885(45.4)%(10,810)(116.5)%(94,073)(20.6)%(15,958)(120.8)%(35,963)(717.5)%(12,958) (Gain) loss on fair value of contingent earnout liabilities — %—15.3 %3,648— %—(10.9)%(8,485)— %—(671.8)%(12,133)(Gain) loss on fair value of debt derivative — %—1.1 %253— %—25.1 %19,450— %—1063.0 %19,197Loss on extinguishment of debt (110.9)%$ (21,192)(69.6)%$ (16,579)(95.8)%$ (77,372)(130.9)%$ (101,541)(48.4)%$ (14,416)(2849.1)%$ (51,455)Adjusted EBITDA
Velo3D, Inc. NON-GAAP Net Loss Reconciliation (Unaudited) Three months endedYear endedThree months ended September 30, 2022September 30, 2023December 31, 2022December 31, 2023December 31, 2022December 31, 2023 (In thousands, except for percentages) % of Rev% of Rev% of Rev% of Rev% of Rev% of Rev 100.0 %$ 19,115 100.0 %$ 23,808 100.0 %$ 80,757 100.0 %$ 77,562 100.0 %$ 29,780 100.0 %$ 1,806 Revenue (0.6)%(121)6.3 %1,4883.6 %2,894(33.7)%(26,148)5.9 %1,768(1857.2)%(33,541)Gross Profit (393.4)%$ (75,195)(73.1)%$ (17,396)12.4 %$ 10,020 (174.1)%$ (135,020)75.9 %$ 22,607 (3224.0)%$ (58,225)Net Income (Loss) 27.0 %5,15728.2 %6,71624.9 %20,14832.1 %24,93117.0 %5,058301.5 %5,445Stock-based compensation 34.6 %6,612(6.7)%(1,587)(23.7)%(19,129)(3.0)%(2,338)(27.2)%(8,090)(136.9)%(2,473)(Gain) loss on fair value of warrants 213.9 %40,885(45.4)%(10,810)(116.5)%(94,073)(20.6)%(15,958)(120.8)%(35,963)(717.5)%(12,958)(Gain) loss on fair value of contingent earnout liabilities — %—15.3 %3,648— %—(10.9)%(8,485)— %—(671.8)%(12,133)(Gain) loss on fair value of debt derivative — %—1.1 %253— %—25.1 %19,450— %—1063.0 %19,197Loss on extinguishment of debt (117.9)%$ (22,541)(80.5)%$ (19,176)(102.8)%$ (83,034)(151.4)%$ (117,420)(55.0)%$ (16,388)(3385.8)%$ (61,147)Non-GAAP Net Loss
