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 2, 2022
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.) | 511 Division Street | |||
| --- | --- | --- | ||||
| Campbell, | California | 95008 | ||||
| (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 2, 2022, Velo3D, Inc. (“Velo3D” or the “Company”) issued a press release announcing its unaudited financial results for the three and twelve months ended December 31, 2021 (the "Press Release"). In the Press Release, the Company also announced that it would be holding a conference call on March 2, 2022 at 2:00p.m. Pacific Time to discuss its unaudited financial results for the three and twelve months ended December 31, 2021.
On March 2, 2022, the Company also published earnings presentation slides (the "Earnings Presentation") related to its unaudited financial results for the three and nine months ended December 31, 2021 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, datedMarchexhibit991-q42021earningsr.htm2, 2022, regarding the Registrant’s results for theyearendedDecember 31, 2021 |
| 99.2 | Earnings Presentation, datedMarchexhibit992-q421supplemen.htm2, 2022 |
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 2, 2022 | By: | /s/ Benyamin Buller |
| Name: | Benyamin Buller | ||
| Title: | Chief Executive Officer |
Document
Exhibit 99.1
Velo3D Announces Fourth Quarter and Fiscal Year 2021 Financial Results
Exceeded Fourth Quarter and Full Year Revenue Forecast
Reiterates Previous FY2022 Revenue Guidance of $89 Million
•Exceeded revenue forecast – 20% sequential increase / 45% growth vs FY 2020
•Shipped first Sapphire XC system to aerospace customer in Q421
•Achieved 2021 shipments goal of 23 systems - 77% year over year growth
•Continued bookings strength – 34 systems booked in 2021 versus goal of 24
•Significant backlog for 2022 – 23 Sapphire systems (18 Sapphire XC)
CAMPBELL, Calif., Mar. 2, 2022 - 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 ended December 31, 2021.
“Our performance reflects strong execution as we exceeded our fourth quarter and fiscal year 2021 revenue forecast, surpassed our bookings target and achieved a key strategic milestone as we shipped our first Sapphire XC system which will be a significant driver of our growth in 2022,” said Benny Buller, CEO of Velo3D. “Overall, 2021 was an important and successful year for Velo3D, and I’m enormously proud of everything we achieved. Customer demand for our industry leading Sapphire systems remains high as we help some of the world’s most innovative companies create the future using our advanced additive manufacturing technology”.
“In addition to shipping a record number of systems in the fourth quarter, our strong bookings reflected increasing demand across a number of verticals as we execute on our land and expand strategy. For the year, shipments increased more than 75% and we continued to add new customers, including our first customer in Europe, which is a significant market opportunity we are looking to capitalize on this year. Also, we believe we remain well positioned to achieve our 2022 goals given our fourth quarter execution as well as the strong revenue visibility provided by our current backlog of 23 systems, including 18 Sapphire XC systems. As a result, we are reiterating our previous 2022 revenue guidance of $89 million,” continued Buller.
“Looking forward, we are excited about our long-term opportunities given our industry leading technology, continued execution on our growth plans and strong customer demand. Specifically for 2022, our strategic priorities will focus on expanding our new and existing customer footprint in both the U.S and Europe reflecting the increasing demand for our Sapphire XC system. Additionally, we will continue the buildout of our new manufacturing facility which will enable us to more than double annual shipments in 2022. Finally, we will remain focused on delivering the highest level of service possible to enable our customers to design and build the high value metal parts they need to succeed-without compromise,” concluded Buller.
| ($ Millions, except percentages and per-share data) | 4th Quarter 2021 | 3rd Quarter 2021 | 4th Quarter 2020 | FY2021 | FY2020 |
|---|---|---|---|---|---|
| GAAP revenue | $10.4 | $8.7 | $6.7 | $27.4 | $19.0 |
| GAAP gross margin | 16% | 17% | 35% | 18% | 34% |
| GAAP Net Loss1 | ($14.4) | ($66.6) | ($4.2) | ($107.1) | ($21.8) |
| GAAP Net Loss per diluted share | ($0.08) | ($3.36) | ($0.26) | ($2.51) | ($0.56) |
| Non-GAAP Net Loss2 | ($17.5) | ($14.6) | ($4.0) | ($51.9) | ($20.4) |
| Non-GAAP Net Loss per diluted share2 | ($0.10) | ($0.74) | ($0.25) | ($1.21) | ($1.30) |
| Cash and investments | $223 | $297 | $16 | $223 | $16 |
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.Third quarter and full year 2021 results include $51 million extraordinary charge related to the loss on fair value on the convertible note modification in conjunction with the JAWS Spitfire merger transaction.
2.Reconciliations to U.S. generally accepted accounting principles (GAAP) financial measures are presented below under “Non-GAAP Financial Information”. Non-GAAP net loss and non-GAAP net loss per diluted share exclude stock-based compensation expense, fair value adjustment for the
Company’s warrants and earnout liabilities and charge related to the loss on fair value on the convertible note modification.
Summary of Fourth Quarter and FY 2021 results
Revenue for the fourth quarter was $10.4 million, an increase of 20% compared to the third quarter of 2021. For fiscal year 2021, revenue rose 45% to $27 million. The improvement in revenue was driven primarily by higher Sapphire system sales as well as increased revenue from support services and recurring payment transactions due to the Company’s increasing installed base of systems.
The Company shipped a record 8 systems in the fourth quarter including its first Sapphire XC system. For 2021, the Company shipped a total of 23 systems compared to 13 systems in 2020, an increase of 77%, including shipments to 10 new customers. Finally, with the booking of 34 systems in 2021, the Company has increasing confidence in its ability to reach its revenue goals this year.
Gross margin for the quarter was 16% and primarily reflected the impact of launch customer price concessions for the Company’s first Sapphire XC system shipped during the quarter. This pricing reduced the Company’s gross margin for the fourth quarter by approximately 400 basis points and is expected to impact gross margin through the third quarter of 2022 as the Company completes the delivery of an additional 9 Sapphire XC systems under its launch customer contract. Additionally, as we gain experience with Sapphire XC production, the Company expects to lower its material costs and reduce labor and overhead expenses per unit. As a result of these efficiencies, the Company expects to achieve a gross margin of 30% in the fourth quarter.
Operating expenses for the quarter rose 26% sequentially to $20.8 million, primarily driven by increased headcount and other general and administrative costs to fund the Company’s global expansion plans. Non-GAAP operating expenses, which excluded stock-based compensation expense of $2.6 million, was $18.2 million.
Net loss for the quarter was $14.4 million. Non-GAAP net loss, which excludes loss on fair value of warrants, gain on fair value of earnout liabilities and stock-based compensation, was $17.5 million. Adjusted EBITDA for the quarter, excluding loss on fair value of warrants, gain on fair value of earnout liabilities and stock-based compensation, was a loss of $14.7 million. For more information regarding the Company’s non-GAAP financial measures, see “Non-GAAP Financial Information” below.
The Company ended the quarter with a strong balance sheet with $223 million in cash and investments which reflects the repayment of $20.8 million in debt. As a result, the Company believes it has the liquidity for ongoing technology investments as well as providing the resources needed to fund its growth plans.
Guidance
For fiscal year 2022, the Company is providing the following guidance.
a.Reiterating previous revenue guidance of $89 million
b.Total bookings – 47-49
c.Total shipments – 47-49
d.Sapphire XC shipments – 23-25
e.New customer additions – 23-25
For fiscal year 2022, given its significant backlog and increasing demand for its Sapphire XC solution, the Company remains confident in its ability to achieve its 2022 revenue forecast of $89 million.
The Company will host a conference call for investors this afternoon to discuss its fourth quarter 2021 performance 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 https://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 end-to-end 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 to Fast Company’s prestigious annual list of the World’s Most Innovative Companies for 2021. 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, 2021 represent a preliminary estimate as of the date of this earnings release and may be revised upon filing our Annual Report on Form 10-K with the Securities and Exchange Commission (the “SEC”). More information on our results of operations for the three and twelve months ended December 31, 2021 will be provided upon filing our Annual Report on Form 10-K 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 full year 2022 (including the Company’s estimates for revenue, total Sapphire bookings, total Sapphire shipments, Sapphire XC shipments and new customer additions), the Company’s revenue forecast for 2022 and its ability to achieve
such forecast, the Company’s expectations regarding its pricing, expenses and gross margin during 2022, the Company’s strategic priorities for 2022 (including the Company’s customer expansion plans), the timing and benefits of the Company’s manufacturing facility expansion, the expected benefits of the Company’s investments, the Company’s expectations regarding its 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 Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2021 (the “Q3 2021 10-Q”), which was filed by the Company with the SEC on November 16, 2021 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 to recognize the anticipated benefits of the merger transaction, 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) costs related to the merger transaction; (3) changes in the applicable laws or regulations; (4) the possibility that the Company may be adversely affected by other economic, business, and/or competitive factors; (5) the impact of the global COVID-19 pandemic; and (6) other risks and uncertainties indicated from time to time described in the Q3 2021 10-Q, 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, “EBITDA,” “Adjusted EBITDA”, “Non-GAAP Net Loss”, and “Adjusted 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 EBITDA, Adjusted EBITDA, Non-GAAP Net Loss and Adjusted 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 business.
The following table reconciles Net loss to EBITDA, Adjusted EBITDA and Non-GAAP Net Loss and Total Operating Expenses to Adjusted Operating Expenses during the years ended December 31, 2021 and 2020, the three months ended December 31, 2021 and 2020, and the three months ended September 30, 2021:
Velo3D, Inc.
NON-GAAP Net Loss Reconciliation
(Unaudited)
| Three months ended | Year Ended December 31, | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2021 | September 30, 2021 | December 31, 2020 | 2021 | 2020 | ||||||||||||||||
| (In thousands, except for percentages) | ||||||||||||||||||||
| Revenue | $ | 10,410 | 100.0 | % | $ | 8,711 | 100.0 | % | $ | 6,742 | 100.0 | % | $ | 27,439 | 100.0 | % | $ | 18,975 | 100.0 | % |
| Gross Profit | $ | 1,690 | 16.2 | % | $ | 1,474 | 16.9 | % | $ | 2,374 | 35.2 | % | $ | 4,958 | 18.1 | % | $ | 6,367 | 33.6 | % |
| Net Loss | $ | (14,428) | (138.6) | % | $ | (66,578) | (764.3) | % | $ | (4,216) | (62.5) | % | $ | (107,091) | (390.3) | % | $ | (21,807) | (114.9) | % |
| Stock-based compensation | 2,617 | 25.1 | % | 676 | 7.8 | % | 212 | 3.1 | % | 4,368 | 15.9 | % | 1,455 | 7.7 | % | |||||
| Loss on convertible note modification | — | 0.0 | % | 50,577 | 580.6 | % | — | 0.0 | % | 50,577 | 184.3 | % | — | 0.0 | % | |||||
| Loss/(gain) on fair value of warrant liabilities | 1,569 | 15.1 | % | 1,892 | 21.7 | % | (1) | 0.0 | % | 5,202 | 19.0 | % | (4) | — | % | |||||
| Gain on fair value of contingent earnout liabilities | (7,261) | (69.8) | % | (2,014) | (23.1) | % | — | 0.0 | % | (9,275) | (33.8) | % | — | 0.0 | % | |||||
| Merger related transactional costs | — | 0.0 | % | 846 | 9.7 | % | — | 0.0 | % | 4,360 | 15.9 | % | — | 0.0 | % | |||||
| Non-GAAP Net Loss | $ | (17,503) | (168.1) | % | $ | (14,601) | (167.6) | % | $ | (4,005) | (59.4) | % | $ | (51,859) | (189.0) | % | $ | (20,356) | (107.3) | % |
| Non-GAAP Net Loss per share, basic and diluted | $ | (0.10) | $ | (0.74) | $ | (0.25) | $ | (1.21) | $ | (1.30) | ||||||||||
| Weighted-average shares used in computing Non-GAAP Net Loss per share , basic and diluted | 183,177,088 | 19,832,992 | 16,003,558 | 42,684,938 | 15,629,179 |
Velo3D, Inc.
NON-GAAP Adjusted EBITDA Reconciliation
(Unaudited)
| Three months ended | Year Ended December 31, | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2021 | September 30, 2021 | December 31, 2020 | 2021 | 2020 | ||||||||||||||||
| (In thousands, except for percentages) | ||||||||||||||||||||
| Revenue | $ | 10,410 | 100.0 | % | $ | 8,711 | 100.0 | % | $ | 6,742 | 100.0 | % | $ | 27,439 | 100.0 | % | $ | 18,975 | 100.0 | % |
| Net Loss | (14,428) | (138.6) | % | (66,578) | (764.3) | % | (4,216) | (62.5) | % | (107,091) | (390.3) | % | (21,807) | (114.9) | % | |||||
| Interest expense | $ | 1,110 | 10.7 | % | $ | 986 | 11.3 | % | $ | 440 | 6.5 | % | $ | 2,740 | 10.0 | % | $ | 639 | 3.4 | % |
| Tax expense | — | 0.0 | % | — | 0.0 | % | — | 0.0 | % | — | 0.0 | % | — | 0.0 | % | |||||
| Depreciation and amortization | 1,731 | 16.6 | % | 584 | 6.7 | % | 389 | 5.8 | % | 2,170 | 7.9 | % | 1,240 | 6.5 | % | |||||
| EBITDA | (11,587) | (111.3) | % | (65,008) | (746.3) | % | (3,387) | (50.2) | % | (102,181) | (372.4) | % | (19,928) | (105.0) | % | |||||
| Stock-based compensation | 2,617 | 25.1 | % | 676 | 7.8 | % | 212 | 3.1 | % | 4,368 | 15.9 | % | 1,455 | 7.7 | % | |||||
| Loss/(gain) on fair value of warrant liabilities | 1,569 | 15.1 | % | 1,892 | 21.7 | % | (1) | 0.0 | % | 5,202 | 19.0 | % | (4) | 0.0 | % | |||||
| Gain on fair value of contingent earnout liabilities | (7,261) | (69.8) | % | (2,014) | (23.1) | % | — | — | % | (9,275) | (33.8) | % | — | — | % | |||||
| Adjusted EBITDA | (14,662) | (53.4) | % | (64,454) | (739.9) | % | (3,176) | (47.1) | % | (101,886) | (371.3) | % | (18,477) | (67.3) | % | |||||
| Merger related transactional costs | — | 0.0 | % | 846 | 9.7 | % | — | 0.0 | % | 4,360 | 15.9 | % | — | 0.0 | % | |||||
| Loss on fair value on the convertible note modification | — | 0.0% | 50,577 | 5.8% | — | 0.0% | 50,577 | 1.8% | — | 0.0% | ||||||||||
| Adjusted EBITDA excluding merger related transactional costs and loss on fair value on the convertible note modification | $ | (14,662) | (140.8) | % | $ | (13,031) | (149.6) | % | $ | (3,176) | (47.1) | % | $ | (46,949) | (171.1) | % | $ | (18,477) | (97.4) | % |
Velo3D, Inc.
NON-GAAP Adjusted Operating Expenses Reconciliation
(Unaudited)
| Three months ended | Year Ended December 31, | ||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2021 | September 30, 2021 | December 31, 2020 | 2021 | 2020 | |||||||||||||||||
| (In thousands, except for percentages) | |||||||||||||||||||||
| Revenue | $ | 10,410 | 100.0 | % | $ | 8,711 | 100.0 | % | $ | 6,742 | 100.0 | % | $ | 27,439 | 100.0 | % | $ | 18,975 | 100.0 | % | |
| Cost of revenue | 8,720 | 83.8 | % | 7,237 | 83.1 | % | 4,368 | 64.8 | % | $ | 22,481 | 81.9 | % | 12,608 | 45.9 | % | |||||
| Gross profit | $ | 1,690 | 16.2 | % | $ | 1,474 | 16.9 | % | $ | 2,374 | 35.2 | % | $ | 4,958 | 18.1 | % | $ | 6,367 | 23.2 | % | |
| Operating expenses | |||||||||||||||||||||
| Research and development | 7,921 | 76.1 | % | 7,987 | 91.7 | % | 3,271 | 48.5 | % | 27,002 | 98.4 | % | 14,188 | 74.8 | % | ||||||
| Selling and marketing | 4,657 | 44.7 | % | $ | 3,346 | 38.4 | % | $ | 2,603 | 38.6 | % | $ | 12,363 | 45.1 | % | 7,004 | 36.9 | % | |||
| General and administrative | 8,190 | 78.7 | % | 5,158 | 59.2 | % | 313 | 4.6 | % | 23,352 | 85.1 | % | 6,382 | 33.6 | % | ||||||
| Total operating expenses | 20,768 | 199.5 | % | 16,491 | 189.3 | % | 6,187 | 91.8 | % | 62,717 | 228.6 | % | 27,574 | 145.3 | % | ||||||
| Stock-based compensation | 2,617 | 25.1 | % | 676 | 7.8 | % | 212 | 3.1 | % | 4,368 | 15.9 | % | 1,455 | 7.7 | % | ||||||
| Merger related transactional costs | — | — | % | 846 | 9.7 | % | — | 0.0 | % | 4,360 | 15.9 | % | — | — | % | ||||||
| Adjusted operating expenses | $ | 18,151 | 174.4 | % | $ | 14,969 | 171.8 | % | $ | 5,975 | 88.6 | % | $ | 53,989 | 196.8 | % | $ | 26,119 | 137.6 | % |
Velo3D, Inc.
Consolidated Statements of Operations and Comprehensive Loss
(Unaudited)
| Three months ended | Year ended | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2021 | September 30, 2021 | December 31, 2020 | 2021 | 2020 | ||||||
| Revenue | ||||||||||
| 3D Printer | $ | 9,421 | $ | 7,281 | $ | 5,927 | $ | 23,015 | $ | 16,965 |
| Recurring payment | 358 | 596 | 204 | 1,589 | 350 | |||||
| Support services | 631 | 834 | 611 | 2,835 | 1,660 | |||||
| Total Revenue | 10,410 | 8,711 | 6,742 | 27,439 | 18,975 | |||||
| Cost of revenue | ||||||||||
| 3D Printer | 7,386 | 5,692 | 3,753 | 17,560 | 10,605 | |||||
| Recurring payment | 250 | 418 | 143 | 1,112 | 245 | |||||
| Support services | 1,084 | 1,127 | 472 | 3,809 | 1,758 | |||||
| Total cost of revenue | 8,720 | 7,237 | 4,368 | 22,481 | 12,608 | |||||
| Gross profit | 1,690 | 1,474 | 2,374 | 4,958 | 6,367 | |||||
| Operating expenses | ||||||||||
| Research and development | 7,921 | 7,987 | 3,271 | 27,002 | 14,188 | |||||
| Selling and marketing | 4,657 | 3,346 | 2,603 | 12,363 | 7,004 | |||||
| General and administrative | 8,190 | 5,158 | 313 | 23,352 | 6,382 | |||||
| Total operating expenses | 20,768 | 16,491 | 6,187 | 62,717 | 27,574 | |||||
| Loss from operations | (19,078) | (15,017) | (3,813) | (57,759) | (21,207) | |||||
| Interest expense | (1,110) | (986) | (440) | (2,740) | (639) | |||||
| Loss on the convertible note modification | — | (50,577) | — | (50,577) | — | |||||
| (Loss)/gain on fair value of warrants | (1,569) | (1,892) | (1) | (5,202) | 4 | |||||
| Gain on fair value of contingent earnout liabilities | 7,261 | 2,014 | — | 9,275 | — | |||||
| Other income (expense), net | 68 | (120) | 38 | (88) | 35 | |||||
| Loss before provision for income taxes | (14,428) | (66,578) | (4,216) | (107,091) | (21,807) | |||||
| Provision for income taxes | — | — | — | — | — | |||||
| Net loss | $ | (14,428) | $ | (66,578) | $ | (4,216) | $ | (107,091) | $ | (21,807) |
| Extinguishment of redeemable convertible preferred stock | — | — | 13,051 | — | 13,051 | |||||
| Net income/(loss) attributable to common stockholders | $ | (14,428) | $ | (66,578) | $ | 8,835 | $ | (107,091) | $ | (8,756) |
| Net income/(loss) per share attributable to common stockholders, basic and diluted | $ | (0.08) | $ | (3.36) | $ | 0.55 | $ | (2.51) | $ | (0.56) |
| Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted | 183,177,088 | 19,832,992 | 16,003,558 | 42,684,938 | 15,629,179 |
Velo3D, Inc.
Consolidated Balance Sheets
(Unaudited)
| December 31, | ||||
|---|---|---|---|---|
| 2021 | 2020 | |||
| Assets | ||||
| Current assets: | ||||
| Cash and cash equivalents | $ | 207,602 | $ | 15,517 |
| Short-term investments | 15,483 | — | ||
| Accounts receivable, net | 12,778 | 1,232 | ||
| Inventories | 22,479 | 7,309 | ||
| Contract assets | 274 | 3,033 | ||
| Prepaid expenses and other current assets | 9,458 | 807 | ||
| Total current assets | 268,074 | 27,898 | ||
| Property and equipment, net | 10,046 | 1,006 | ||
| Equipment on lease, net | 8,366 | 2,855 | ||
| Other assets | 16,231 | 932 | ||
| Total assets | $ | 302,717 | $ | 32,691 |
| Liabilities, Redeemable Convertible Preferred Stock, and Stockholders’ Equity (Deficit) | ||||
| Current liabilities: | ||||
| Accounts payable | $ | 9,882 | $ | 1,226 |
| Accrued expenses and other current liabilities | 9,414 | 2,512 | ||
| Debt – current portion | 5,114 | 3,687 | ||
| Contract liabilities | 22,252 | 4,702 | ||
| Total current liabilities | 46,662 | 12,127 | ||
| Long-term debt – less current portion | 2,956 | 4,316 | ||
| Contingent earnout liabilities | 111,487 | — | ||
| Warrant liabilities | 21,705 | 181 | ||
| Other noncurrent liabilities | 9,492 | 184 | ||
| Total liabilities | 192,302 | 16,808 | ||
| Stockholders’ equity (deficit): | ||||
| Redeemable convertible preferred stock, $0.00001 par value, 10,000,000 and 125,419,265 shares authorized as of December 31, 2021 and 2020, respectively; 0 and 117,734,383 shares issued as of December 31, 2021 and 2020, respectively, 0 and 117,734,383 shares outstanding as of December 31, 2021 and 2020; liquidation preference of $0 and $133,762 as of December 31, 2021 and 2020, respectively | — | 123,704 | ||
| Common stock, $0.00001 par value – 500,000,000 and 176,025,618 shares authorized at December 31, 2021 and 2020, 183,232,494 and 16,003,558 shares issued and outstanding as of December 31, 2021 and 2020, respectively | 2 | 1 | ||
| Additional paid-in capital | 340,294 | 14,954 | ||
| Accumulated other comprehensive loss | (14) | — | ||
| Accumulated deficit | (229,867) | (122,776) | ||
| Total stockholders’ equity (deficit) | 110,415 | (107,821) | ||
| Total liabilities, redeemable convertible preferred stock and stockholders’ equity (deficit) | $ | 302,717 | $ | 32,691 |
Velo3D, Inc.
Consolidated Statements of Cash Flows
(Unaudited)
| Three months ended | Year ended | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2021 | September 30, 2021 | December 31, 2020 | 2021 | 2020 | ||||||
| Cash flows from operating activities | ||||||||||
| Net loss | $ | (14,428) | $ | (66,578) | $ | (4,216) | $ | (107,091) | $ | (21,807) |
| Adjustments to reconcile net loss to net cash used in operating activities | ||||||||||
| Depreciation and amortization | 894 | 584 | 389 | 2,170 | 1,240 | |||||
| Amortization of deferred loan costs | 837 | — | — | 837 | — | |||||
| Stock-based compensation | 2,617 | 676 | 212 | 4,368 | 1,455 | |||||
| Loss on convertible note modification | — | 50,577 | — | 50,577 | — | |||||
| Loss/(gain) on fair value of warrants | 1,569 | 3,633 | 1 | 5,202 | (4) | |||||
| Gain on fair value of contingent earnout liabilities | (7,262) | (2,014) | — | (9,276) | — | |||||
| Changes in assets and liabilities | ||||||||||
| Accounts receivable | (6,220) | (2,678) | 1,532 | (11,546) | 742 | |||||
| Inventories | (4,988) | (1,743) | (1,360) | (8,010) | (2,743) | |||||
| Contract assets | 1,236 | (1,350) | (2,360) | 2,759 | (2,493) | |||||
| Prepaid expenses and other current assets | (5,861) | (19) | 652 | (7,628) | 1,077 | |||||
| Other assets | (12,092) | (251) | 400 | (14,499) | 466 | |||||
| Accounts payable | 2,128 | (5,548) | 134 | 1,876 | (490) | |||||
| Accrued expenses and other liabilities | 3,478 | (369) | 215 | 6,878 | (1,024) | |||||
| Contract liabilities | 5,136 | 5,224 | (1,720) | 17,550 | (2,389) | |||||
| Other noncurrent liabilities | 7,818 | 1,612 | (430) | 9,429 | (476) | |||||
| Net cash used in operating activities | (25,138) | (18,244) | (6,551) | (56,404) | (26,446) | |||||
| Cash flows from investing activities | ||||||||||
| Purchase of property and equipment | (8,085) | (933) | (176) | (9,619) | (401) | |||||
| Production of equipment for lease to customers | (1,561) | (1,875) | (74) | (8,480) | (3,028) | |||||
| Purchases of available-for-sale investments | (15,491) | — | — | (15,491) | — | |||||
| Net cash used in investing activities | (25,137) | (2,808) | (250) | (33,590) | (3,429) | |||||
| Cash flows from financing activities | ||||||||||
| Proceeds from issuance of Series D redeemable convertible preferred stock, net of issuance costs | — | — | (125) | — | 28,153 | |||||
| Proceeds from Merger, net of transaction costs | (19,913) | 143,183 | — | 123,270 | — | |||||
| Proceeds from PIPE financing | — | 155,000 | — | 155,000 | — | |||||
| Proceeds from loan refinance | — | 5,000 | 2,324 | 19,339 | 2,324 | |||||
| Repayment of term loan | (20,286) | (109) | (420) | (25,283) | (420) | |||||
| Repayment of property and equipment loan | — | (833) | — | (833) | — | |||||
| Proceeds from term loan revolver facility | — | 3,000 | — | 3,000 | — | |||||
| Proceeds from equipment loans | — | 2,219 | (1,550) | 5,419 | — | |||||
| Repayment of equipment loans | (533) | (242) | 370 | (2,411) | — | |||||
| Proceeds from convertible notes | — | — | 52 | 5,000 | 5,467 | |||||
| Issuance of common stock upon exercise of stock options | 72 | 30 | — | 385 | 53 | |||||
| Net cash provided by/(used in) financing activities | (40,660) | 307,248 | 651 | 282,886 | 35,577 | |||||
| Effect of exchange rate on cash and cash equivalents | (7) | — | — | (7) | — | |||||
| Net change in cash and cash equivalents | (90,942) | 286,196 | (6,150) | 192,885 | 5,702 | |||||
| Cash and cash equivalents and restricted cash at beginning of period | 299,344 | 13,148 | 21,667 | 15,517 | 9,815 | |||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Cash and cash equivalents and restricted cash at end of period | $ | 208,402 | $ | 299,344 | $ | 15,517 | $ | 208,402 | $ | 15,517 |
| Supplemental disclosure of cash flow information | ||||||||||
| Cash paid for interest | 560 | 577 | 274 | 1,417 | 461 | |||||
| Supplemental disclosure of non-cash information | ||||||||||
| Extinguishment of redeemable convertible preferred stock | — | — | — | — | 13,274 | |||||
| Conversion of convertible notes to Series D redeemable convertible preferred stock | — | 5,000 | — | 5,000 | 6,967 | |||||
| Unpaid liabilities related to property and equipment | 1,271 | 3,231 | 216 | 1,271 | 216 | |||||
| Conversion of warrants into redeemable convertible preferred stock, net settlement | — | 899 | — | 899 | — | |||||
| Conversion of redeemable convertible preferred stock into common stock | — | 180,180 | — | 180,180 | — | |||||
| Conversion of warrants into common stock, net settlement | — | 3,635 | — | 3,635 | — | |||||
| Reclassification of warrants liability upon the reverse recapitalization | — | 21,051 | — | 21,051 | — | |||||
| Reclassification of contingent earnout liability upon the reverse recapitalization | — | 120,763 | — | 120,763 | — | |||||
| Issuance of common stock warrants in connection with financing | — | 182 | 27 | 316 | 27 |
exhibit992-q421supplemen
Fourth Quarter 2021 Supplementary Slides Without Compromise M a r c h 2 , 2 0 2 2
2 Disclaimer * Additional information on the use of Non-GAAP financial information, industry and market data and trademarks is included in the appendix of this presentation 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 2022 (including the Company’s estimates for new and total customers, bookings, Sapphire, Sapphire XC and total shipments, units operating, average existing customers’ purchases, revenue at year of sale, recurring revenue and total revenue, year of sale ASP and average ARR), the Company’s revenue forecast for 2022 and its ability to achieve such forecast, the Company’s expectations regarding its pricing, expenses and gross margin during 2022, the Company’s strategic priorities for 2022 (including the Company’s customer expansion plans), the timing and benefits of the Company’s manufacturing facility expansion, the expected benefits of the Company’s investments, the Company’s expectations regarding its 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 Quarterly Report on Form 10- Q for the fiscal quarter ended September 30, 2021 (the “Q3 2021 10-Q”), which was filed by the Company with the SEC on November 16, 2021 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 to recognize the anticipated benefits of the merger transaction, 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) costs related to the merger transaction; (3) changes in the applicable laws or regulations; (4) the possibility that the Company may be adversely affected by other economic, business, and/or competitive factors; (5) the impact of the global COVID-19 pandemic; and (6) other risks and uncertainties indicated from time to time described in the Q3 2021 10-Q, 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.
Confidential & Proprietary | 3 Benny Buller CEO M a r c h 2 , 2 0 2 2
4 Q4 / 2021 Highlights • Exceeded Q421 revenue guidance – up 20% sequentially, 54% YoY • 2021 revenue ahead of plan – 45% YoY growth to $27m • Shipped first Sapphire XC system – Q421 • Shipped 23 systems in 2021, up 77% YoY – record 8 shipments in Q421 • Surpassed Q4 / 2021 bookings target – 34 systems vs 24 goal for 2021 • Significant backlog – 23 firm orders vs plan of 20 • Maintained strong balance sheet – exited year with $223m in cash • Increasing confidence / visibility in achieving 2022 revenue forecast of $89m
5 Delivering on 2021 Guidance Q421 Actual Q421 Guidance 2021 Actual 2021 Guidance Revenue ($m) $10 $9 $27 $26 Bookings 13 3 34 24 Total Shipments 8 7-9 23 22-24 New Customers 1 3-6 10 12-15 Avg. Existing Customer Purchases 0.8 0.4 1.3 0.9
6 • Delivered first Sapphire XC system in Q421 • Increases throughput by up to 400% • Reduces part costs by up to 80% • Expands part size / capacity by up to 4x • Continued strong OEM / CM customer demand for XC • 18 Sapphire® XC systems in backlog exiting 2021 • Sapphire XC revenue backlog up >2x YoY • New manufacturing facility ramp on track to support growth Strong Growth in Sapphire XC Backlog (Expected Sapphire XC Backlog in $ Millions) $20 $26 $26 $31 $43 $0 $10 $20 $30 $40 $50 Q420 Q121 Q221 Q321 Q421
7 By Customer Base* By 2021 Shipments Broad Diversification Across Market Segments 28% 22% 17% 11% 22% CM Space Aviation / Defense Energy Industrial / Other 35% 35% 9% 13% 9% CM Space Aviation / Defense Energy Industrial / Other *Cumulative customers as of the end of 2021
8 Continuing to Diversify Customer Base • More than doubled customer base to 18 in 2021 – including 10 new customers • Successful execution of “land and expand” strategy – repeat orders ~60% of shipments (2021) • Largest customer – now at ~27% of 2021 revenue • Driving new customer growth in 2022 • Growing salesforce in North American market • Investing to capitalize on EU market opportunity 3 8 18 0% 20% 40% 60% 80% 0 5 10 15 20 2019 2020 2021 Cumulative System Customers Largest Customer as % of Revenue
9 2020A 2021A 2022 Current Guidance4 2022 Prior Guidance4 New Customers1 5 10 23-25 24 Total Customers1 8 18 41-43 47 Total Shipments 13 23 47-492 48 Units Operating 23 46 93-95 95 Avg. Existing Customers’ Purchases3 1.3 1.3 1.2-1.4 1.0 1. Based on shipments / 2022 customer guidance dependent on existing customer purchasing pattern 2. Shipment mix expectations for FY 2022 – 23-25 Sapphire and 23-25 Sapphire XC 3. Average number of units purchased by each existing customer at end of year (by shipments) 4. Current and prior 2022 guidance assumes volume mix of 50% XC / 50% Sapphire; prior 2022 guidance provided at company’s analyst day presentation – June 2021 Confident 2021 Execution Will Drive 2022 Success
10 Confident 2021 Execution Will Drive 2022 Success 1. Revenue from all units shipped within calendar year: Revenue from 3D printer sales and year 1 revenue from ARR transactions 2. Revenue from maintenance, support services and system leases attributed to systems delivered 3. Year of Sale - revenue/total shipments (sales +ARR) 4. Recurring revenue/operating systems at end of prior year 5. Current and prior 2022 guidance assumes volume mix of 50% XC / 50% Sapphire – prior 2022 guidance provided at company’s analyst day presentation – June 2021 2020A 2021A 2022 Current Guidance5 2022 Prior Guidance5 Revenue at year of sale1 $17 $23 $76-$80 $78 Recurring Revenue2 $2 $4 $11 $11 Total Revenue ($m) $19 $27 $87-$91 $89 Year of Sale ASP3 $1.3 $1.0 $1.5-1.7 $1.6 Average ARR4 $0.20 $0.19 $0.24 $0.24
11 2022 Strategic Priorities • Execution of land and expand strategy / add ~24 new customers in 2022 • Doubled global sales force in last 12 months to grow global footprint • EU expansion – established 12 person sales / tech service group, opened technology center in Germany • CM customers focus – specific business dev team dedicated to design wins / increasing parts demand Continued growth of new customer base / increase existing customer footprint • Continued build-out of new manufacturing facility – 400 system capacity when complete • Capacity already in place to meet strong 2022 demand • Double shipments to ~48 systems in 2022 • Significant success in managing supply chain challenges Execution of Sapphire manufacturing expansion plan • Continuous process and capability improvement • Focus on partnering with customers to maximize utilization • Further product and technology investment Delivering industry leading customer service
Confidential & Proprietary | 12 Bill McCombe CFO M a r c h 2 , 2 0 2 2
13 Financial Summary 1. Reconciliations to U.S. generally accepted accounting principles (GAAP) financial measures are presented under “Non-GAAP Financial Information.” Adjusted Operating Expenses excludes stock-based compensation and merger expenses. Adjusted EBITDA excludes interest expense, tax expense, depreciation and amortization, stock-based compensation and fair value liabilities. Q4 21 Q3 21 Q4 20 2021 2020 Total Revenue $10.4 $8.7 $6.7 $27.4 $19.0 Year of Sale 9.4 7.3 5.9 23.0 17.0 Annual Recurring 1.0 1.4 0.8 4.4 2.0 Cost of Goods sold 8.7 7.2 4.4 22.5 12.6 Gross Profit 1.7 1.5 2.4 5.0 6.4 % Gross Margin 16% 17% 35% 18% 34% Total Operating Expenses 20.8 16.5 6.2 62.7 27.6 Adjusted Operating Expenses1 18.2 15.0 6.0 54.0 26.1 Adjusted EBITDA1 (14.7) (13.0) (3.2) (46.9) (18.5) Net Income (Loss) (14.4) (66.6) (4.2) (107.1) (21.8)
14 • Q4 GM reduced by XC launch customer pricing (4%) • Expect larger impact from launch pricing in 1H 2022 (8 Sapphire XC systems) • Sapphire XC BoM cost reduction – benefits in 2H22 • O/H cost declines from greater production volumes & experience • Gross margin returning to >30% in Q422 *1H22 gross margin reduced by impact of lower than list ASPs resulting from early launch customer pricing, Sapphire XC BoM costs and overhead absorption - ~31% in Q1 and ~23% in Q2 respectively Rapid Sapphire XC Program Launch to Impact 1H22 GM 0% 5% 10% 15% 20% 25% 30% 35% Q4 2021A Q1 2022E Q2 2022E Q3 2022E Q4 2022E Reported / Estimated Launch Pricing XC BoM Costs Overhead Absorption
15 Strong Balance Sheet Supports Growth Plan Q4 2021 Cash Walk $297m $22 $21 $223m $10 $6 Non-recurring Expenses Balance Sheet – December 31, 2021 ($m) Cash and Investments $223 Other Current Assets 46 Long Term Assets 34 Total Assets $303 Current Liabilities $41 Total Debt 8 Long Term Liabilities 11 Earnout/Warrant Liability 133 Shareholders Equity 110 Total Liabilities and Equity $303 Operational Cash Flow $15
16 Significant Visibility into 2022 Revenue • Strong confidence in achieving 2022 revenue target • >60% of 2022 revenue already booked • Recurring revenue – >10% of 2022 forecast • Backlog – 23 systems (18 XC / 5 Sapphire) • Record bookings entering 2022 (34) • 1H vs 2H distribution • Revenue, shipments, bookings, new customers • 37-43% / 57-63% 0% 10% 20% 30% 40% 50% 60% 70% 1H22 Revenue 2H22 Revenue Recurring Revenue Booked Systems Future Bookings
17 FY 2022 Guidance Remains Unchanged 1. By shipments 2. Bookings – systems expected to ship FY2022 through mid FY2023 3. Current and prior 2022 guidance assumes volume mix of 50% XC / 50% Sapphire; prior 2022 guidance provided at company’s analyst day presentation – June 2021 2021A 2021 Plan 2022 Current Guidance3 2022 Prior Guidance3 Total Revenue $27 $26 $87-$91 $89 Bookings 34 24 47-492 N/A New Customers1 10 12-15 23-25 24 Total Shipments 23 22-24 47-49 48
Confidential & Proprietary | 18 Q&A
- 1 ( 4 0 8 ) 6 1 0 - 3 9 1 5 info@velo3d.com 511 Division St. Campbell, CA 95008 Appendix
20 Non-GAAP Reconciliation - Non-GAAP Net Income (Loss) (Unaudited)
21 Non-GAAP Reconciliation - Adjusted EBITDA (Unaudited)
22 Non-GAAP Reconciliation - Adjusted Operating Expenses (Unaudited)
23 Disclaimer Industry and Market Data In this presentation, the Company relies on and refers to publicly available information and statistics regarding the market in which the Company competes and other industry data. The Company obtained this information and statistics from third-party sources, including reports by market research firms and company filings. While the Company believes such third-party information is reliable, there can be no assurance as to the accuracy or completeness of the indicated information. The Company has not independently verified the information provided by third-party sources. Trademarks This presentation may contain trademarks, service marks, trade names and copyrights of other companies, which are the property of the respective owners. Solely for convenience, some of the trademarks, service marks, trade names and copyrights referred to in this presentation may be listed without the TM, SM, © or ® symbols, but the Company will assert, to the fullest extent under applicable law, the rights of the applicable owners, if any, to these trademarks, service marks, trade names and copyrights. Non-GAAP Financial Information The Company uses non-GAAP financial measures, such as Adjusted operating expenses, EBITDA, Adjusted EBITDA, Adjusted EBITDA excluding merger costs and loss on convertible note extinguishment, and Non-GAAP net income (loss), 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 presentation 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 presentation 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 presentation 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”). For reconciliations of these non-GAAP financial measures to the Company’s GAAP financial measures, see the Appendix to this presentation. You should review these reconciliations and not rely on any single financial measure to evaluate the Company business.
Fourth Quarter 2021 Supplementary Slides Without Compromise M a r c h 2 , 2 0 2 2