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, 2023
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, 2023, Velo3D, Inc. (“Velo3D, Inc” or the “Company”) issued a press release announcing its financial results for the three and twelve months ended December 31, 2022 (the "Press Release"). In the Press Release, the Company also announced that it would be holding a conference call on March 2, 2023 at 2:00p.m. Pacific Time to discuss its financial results for the three and twelve months ended December 31, 2022.
On March 2, 2023, the Company also published earnings presentation slides (the "Earnings Presentation") related to its financial results for the three and twelve months ended March 2, 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 March 2, 2023, regarding the Registrant’s results for thequarter andyear ended December 31, 2022 |
| 99.2 | Earnings Presentation, dated March 2, 2023 |
| 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 2, 2023 | By: | /s/ Benyamin Buller |
| Name: | Benyamin Buller | ||
| Title: | Chief Executive Officer |
Document
Exhibit 99.1
Velo3D Announces Fourth Quarter and Fiscal Year 2022 Financial Results
Strategic Initiatives to Drive Significant Improvement in Profitability in 2023
•Record Q422 revenue - 56% sequential increase
•Continued demand - expected revenue growth of >50% for FY 2023
•Technology leadership – record Sapphire XC shipments in Q422
•Strong year on year sales growth - 200% for 2022
•New customers – increased customer base by >50% in 2022
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, 2022.
“We exited the year with a strong fourth quarter performance as we exceeded our revenue forecast, added to our diversified customer base and maintained our technology leadership with the continued, successful ramp up of our Sapphire XC system,” said Benny Buller, CEO of Velo3D. “Overall, 2022 was another important and successful year for Velo3D. Despite a number of challenges, we were able to triple our annual revenue and demonstrate our commitment to innovation by further expanding our range of industry leading products. This success reflects strong execution as well as our ability to capitalize on customer’s increasing deployment of additive manufacturing solutions to produce the high value metal parts they need.”
“Specifically, we continue to see strong demand for our Sapphire family of printers as we shipped a record number of Sapphire XC systems during the quarter and commenced initial volume shipments of our next generation Sapphire XC 1MZ product. We also expanded our installed base with annual new customer growth in excess of 50% for the year. Finally, we booked $15 million in new orders in the fourth quarter and our backlog now totals $43 million. This provides significant revenue visibility for the first half of this year and positions us well to achieve 2023 revenue growth of more than 50%.”
“Looking forward, we remain very excited about the future given the significant market opportunity and the increasing adoption of our industry leading technology. We are confident that we have a clear path to profitability and our key initiatives for 2023 reflect this focus. These initiatives include programs for continued gross margin improvement, a 20% reduction in quarterly non-GAAP operating expenses by the end of 2023 as well as the benefits from the further execution of our previously announced supply chain and manufacturing efficiency improvements. Given our positive momentum coming into this year and the further ramp up of our new products, we believe we are well positioned to capitalize on the rapidly expanding market for mission critical, high value metal parts,” concluded Buller.
| ($ Millions, except percentages and per-share data) | 4th Quarter 2022 | 3rd Quarter 2022 | 4th Quarter 2021 | FY2022 | FY2021 |
|---|---|---|---|---|---|
| GAAP revenue | $29.8 | $19.1 | $10.4 | $80.8 | $27.4 |
| GAAP gross margin | 5.9% | (0.6%) | 16.2% | 3.6% | 18.1% |
| GAAP Net Income (Loss)1 | $22.6 | ($75.2) | ($14.4) | $10.0 | ($107.1) |
| GAAP Net Income (Loss) per diluted share | $0.11 | ($0.41) | ($0.08) | $0.05 | ($1.82) |
| Non-GAAP Net Loss2 | ($16.4) | ($22.5) | ($17.5) | ($83.0) | ($51.9) |
| Non-GAAP Net Loss per diluted share2 | ($0.08) | ($0.12) | ($0.10) | ($0.41) | ($0.88) |
| Cash and investments | $80 | $113 | $223 | $80 | $223 |
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, and fair value adjustments for the Company’s warrants and earnout liabilities in the three months and years ended December 31, 2022 and 2021, and transaction costs related to the JAWS Spitfire merger transaction and charge related to the loss on fair value on the convertible note modification in conjunction with the merger transaction for the three months and year ended December 31, 2021.
Summary of Fourth Quarter 2022 results
Revenue for the fourth quarter was $30 million, an increase of 56% compared to the third quarter of 2022. For fiscal year 2022, revenue rose 194% to $81 million compared to fiscal year 2021. Sequential Year of Sale revenue1 improvement was driven by an increase in system volume, a higher average selling price due to a more favorable transaction mix resulting from record Sapphire XC shipments and an increase in deferred payment transactions compared to the third quarter of 2022. On a year over year basis, revenue growth reflected higher annual system sales, specifically a significant increase in the sales of the company’s Sapphire XC system compared to fiscal year 2021, as well as the growth in support service and recurring payment revenue resulting from an increase in the company’s installed base.
Gross margin for the fourth quarter was 5.9%, up sequentially, as the company benefited from higher average selling prices, a reduced number of shipments of Sapphire XC systems at launch customer pricing compared to the third quarter of 2022 and lower service and recurring revenue costs. The company completed its final shipment under its launch customer pricing contract during the fourth quarter. Labor and overhead costs for the fourth quarter were in line with forecasts and the company expects further improvement in its material costs through the first half of 2023.
Operating expenses for the fourth quarter declined 15% to $23.7 million. The decline was driven by $3.4 million of non-recurring expense reductions, primarily in research and development. Research and development costs also declined due to the completion of major development projects and improved expense control. General and administrative costs were in line with the third quarter while sales and marketing expenses rose slightly. Non-GAAP operating expenses, which excludes, among other items, stock-based compensation expense of $5.1 million, was $18.6 million in the three months ended December 31, 2022.
Net income for the quarter was $22.6 million and reflected a gain of $44.1 million on the fair value of warrants and contingent earnout liabilities. Non-GAAP net loss, which excludes, among other items, the gain on fair value of warrants and contingent earnout liabilities as well as
1 Year of sale revenue refers to revenue from all units shipped within the calendar year.
stock-based compensation expense, was $16.4 million in the three months ended December 31, 2022. Adjusted EBITDA for the quarter, excluding the same metrics, was a loss of $14.4 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 $80 million in cash and investments. As a result, the company believes given its current liquidity and its recently established “at-the-market” equity offering program, it has the liquidity to fund its operations including its technology investments and growth plans.
Guidance
Given strong demand trends, current backlog and fourth quarter bookings, the company is confident in achieving its 2023 financial forecasts.
For the first quarter of 2023, the company expects the following:
•Revenue in the range of $25 million to $28 million
•Gross margin in the range of 9% to 11%, assuming no impact from potential non-recurring charges
For the fiscal year 2023, the company expects the following:
•Revenue in the range of $120 million to $130 million
•Gross margin in the range of 19% to 21%, assuming no impact from potential non-recurring charges – with gross margin of approximately 30% in the fourth quarter of 2023
The company will host a conference call for investors this afternoon to discuss its fourth quarter and fiscal year 2022 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 San Francisco Chronicle’s prestigious annual list of Top Workplaces in the Bay Area 2022. 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, 2022 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 twelve months ended December 31, 2022 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 the first quarter, fourth quarter and full year 2023 (including the company’s estimates for revenue and revenue growth and gross margin), the company’s expectations regarding its ability to achieve profitability, its improved bill of materials costs during the first half of 2023, the company’s strategic priorities for 2023 (including the company’s plans and targets for revenue growth, gross margin improvement, non-GAAP operating expense reduction and supply chain and manufacturing efficiency improvements), 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, 2021 (the “FY 2021 10-K”), which was filed by the company with the SEC on March 28, 2022 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
2021 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 “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 Non-GAAP Net Loss, EBITDA, Adjusted EBITDA, “Adjusted EBITDA excluding merger costs and loss on convertible note extinguishment” 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's business.
The following tables reconcile Net income (loss) to Non-GAAP Net Loss, EBITDA, and Adjusted EBITDA and Total Operating Expenses to Adjusted Operating Expenses during the three months ended December 31, 2022 and 2021, the year ended December 31, 2022 and 2021 and the three months ended September 30, 2022 and 2021:
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, | |||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | 2022 | 2021 | |||||||||||||||||||
| (In thousands, except for percentages) | ||||||||||||||||||||||||
| % of Rev | % of Rev | % of Rev | % of Rev | % of Rev | % of Rev | |||||||||||||||||||
| Revenues | $ | 29,780 | 100 | % | $ | 10,410 | 100 | % | $ | 80,757 | 100 | % | $ | 27,439 | 100 | % | $ | 19,115 | 100 | % | $ | 8,711 | 100 | % |
| Gross profit | 1,768 | 5.9 | % | 1,690 | 16.2 | % | 2,894 | 3.6 | % | 4,958 | 18.1 | % | (121) | (0.6) | % | 1,474 | 16.9 | % | ||||||
| Net income (loss) | $ | 22,607 | 75.9 | % | $ | (14,428) | (138.6) | % | $ | 10,020 | 12.4 | % | $ | (107,091) | (390.3) | % | $ | (75,195) | (393.4) | % | $ | (66,578) | (764.3) | % |
| Stock-based compensation | 5,058 | 17.0 | % | 2,617 | 25.1 | % | 20,148 | 24.9 | % | 4,368 | 15.9 | % | 5,157 | 27.0 | % | 676 | 7.8 | % | ||||||
| Loss on the convertible note modification | — | — | % | — | — | % | — | — | % | 50,577 | 184.3 | % | — | — | % | 50,577 | 580.6 | % | ||||||
| (Gain) loss on fair value of warrants | (8,090) | (27.2) | % | 1,569 | 15.1 | % | (19,129) | (23.7) | % | 5,202 | 19.0 | % | 6,612 | 34.6 | % | 1,892 | 21.7 | % | ||||||
| (Gain) loss on fair value of contingent earnout liabilities | (35,963) | (120.8) | % | (7,262) | (69.8) | % | (94,073) | (116.5) | % | (9,276) | (33.8) | % | 40,885 | 213.9 | % | (2,014) | (23.1) | % | ||||||
| Merger related transactional costs | — | — | % | — | — | % | — | — | % | 4,360 | 15.9 | % | — | — | % | 846 | 9.7 | % | ||||||
| Non-GAAP Net loss | $ | (16,388) | (55.0) | % | $ | (17,504) | (168.1) | % | $ | (83,034) | (102.8) | % | $ | (51,860) | (189.0) | % | $ | (22,541) | (117.9) | % | $ | (14,601) | (167.6) | % |
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, | |||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | 2022 | 2021 | |||||||||||||||||||
| (In thousands, except for percentages) | ||||||||||||||||||||||||
| % of Rev | % of Rev | % of Rev | % of Rev | % of Rev | % of Rev | |||||||||||||||||||
| Revenues | $ | 29,780 | 100 | % | $ | 10,410 | 100 | % | $ | 80,757 | 100 | % | $ | 27,439 | 100 | % | $ | 19,115 | 100 | % | $ | 8,711 | 100 | % |
| Net income (loss) | $ | 22,607 | 75.9 | % | $ | (14,428) | (138.6) | % | $ | 10,020 | 12.4 | % | $ | (107,091) | (390.3) | % | $ | (75,195) | (393.4) | % | $ | (66,578) | (764.3) | % |
| Interest expense | 10 | — | % | 1,110 | 10.7 | % | 372 | 0.5 | % | 2,740 | 10.0 | % | 129 | 0.7 | % | 986 | 11.3 | % | ||||||
| Tax expense | — | — | % | — | — | % | — | — | % | — | — | % | — | — | % | — | — | % | ||||||
| Depreciation and amortization | 1,962 | 6.6 | % | 1,731 | 16.6 | % | 5,290 | 6.6 | % | 3,007 | 11.0 | % | 1,220 | 6.4 | % | 584 | 6.7 | % | ||||||
| EBITDA | 24,579 | 82.5 | % | (11,587) | (111.3) | % | 15,682 | 19.4 | % | (101,344) | (369.3) | % | (73,846) | (386.3) | % | (65,008) | (746.3) | % | ||||||
| Stock-based compensation | 5,058 | 17.0 | % | 2,617 | 25.1 | % | 20,148 | 24.9 | % | 4,368 | 15.9 | % | 5,157 | 27.0 | % | 676 | 7.8 | % | ||||||
| (Gain) loss on fair value of warrants | (8,090) | (27.2) | % | 1,569 | 15.1 | % | (19,129) | (23.7) | % | 5,202 | 19.0 | % | 6,612 | 34.6 | % | 1,892 | 21.7 | % | ||||||
| (Gain) loss on fair value of contingent earnout liabilities | (35,963) | (120.8) | % | (7,262) | (69.8) | % | (94,073) | (116.5) | % | (9,276) | (33.8) | % | 40,885 | 213.9 | % | (2,014) | (23.1) | % | ||||||
| Adjusted EBITDA | $ | (14,416) | (48.4) | % | $ | (14,663) | (140.9) | % | $ | (77,372) | (95.8) | % | $ | (101,050) | (368.3) | % | $ | (21,192) | (110.9) | % | $ | (64,454) | (739.9) | % |
| Merger related transactional costs | — | — | % | — | — | % | — | — | % | 4,360 | 15.9 | % | — | — | % | 846 | 9.7 | % | ||||||
| Loss on the convertible note modification | $ | — | — | % | — | — | % | — | — | % | 50,577 | 184.3 | % | — | — | % | 50,577 | 580.6 | % | |||||
| Adjusted EBITDA excluding merger related transactional costs and loss on fair value on the convertible note modification | $ | (14,416) | (48.4) | % | $ | (14,663) | (140.9) | % | $ | (77,372) | (95.8) | % | $ | (46,113) | (168.1) | % | $ | (21,192) | (110.9) | % | $ | (13,031) | (149.6) | % |
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, | |||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | 2022 | 2021 | |||||||||||||||||||
| (In thousands, except for percentages) | ||||||||||||||||||||||||
| % of Rev | % of Rev | % of Rev | % of Rev | % of Rev | % of Rev | |||||||||||||||||||
| Revenues | $ | 29,780 | 100 | % | $ | 10,410 | 100 | % | $ | 80,757 | 100 | % | $ | 27,439 | 100 | % | $ | 19,115 | 100 | % | $ | 8,711 | 100 | % |
| Operating expenses | ||||||||||||||||||||||||
| Research and development | 7,828 | 26.3 | % | 7,921 | 76.1 | % | 46,266 | 57.3 | % | 27,002 | 98.4 | % | 12,558 | 65.7 | % | 7,987 | 91.7 | % | ||||||
| Selling and marketing | 6,043 | 20.3 | % | 4,657 | 44.7 | % | 23,907 | 29.6 | % | 12,363 | 45.1 | % | 5,632 | 29.5 | % | 3,346 | 38.4 | % | ||||||
| General and administrative | 9,791 | 32.9 | % | 8,190 | 78.7 | % | 36,982 | 45.8 | % | 23,352 | 85.1 | % | 9,642 | 50.4 | % | 5,158 | 59.2 | % | ||||||
| Total operating expenses | 23,662 | 79.5 | % | 20,768 | 199.5 | % | 107,155 | 132.7 | % | 62,717 | 228.6 | % | 27,832 | 145.6 | % | 16,491 | 189.3 | % | ||||||
| Stock-based compensation | 5,058 | 17.0 | % | 2,617 | 25.1 | % | 20,148 | 24.9 | % | 4,368 | 15.9 | % | 5,157 | 27.0 | % | 676 | 7.8 | % | ||||||
| Merger related transactional costs | — | — | % | — | — | % | — | — | % | 4,360 | 15.9 | % | — | — | % | 846 | 9.7 | % | ||||||
| Adjusted operating expenses | $ | 18,604 | 62.5 | % | $ | 18,151 | 174.4 | % | $ | 87,007 | 107.7 | % | $ | 53,989 | 196.8 | % | $ | 22,675 | 118.6 | % | $ | 14,969 | 171.8 | % |
Velo3D, Inc.
CONDENSED 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, | ||||||
| 2022 | 2022 | 2021 | 2022 | 2021 | ||||||
| Revenue | ||||||||||
| 3D Printer | $ | 27,010 | $ | 16,537 | $ | 9,421 | $ | 71,346 | $ | 23,015 |
| Recurring payment | 1,119 | 1,183 | 358 | 4,161 | 1,589 | |||||
| Support services | 1,651 | 1,395 | 631 | 5,250 | 2,835 | |||||
| Total Revenue | 29,780 | 19,115 | 10,410 | 80,757 | 27,439 | |||||
| Cost of revenue | ||||||||||
| 3D Printer | 25,567 | 16,574 | 7,386 | 68,253 | 17,560 | |||||
| Recurring payment | 553 | 656 | 250 | 2,612 | 1,112 | |||||
| Support services | 1,892 | 2,006 | 1,084 | 6,998 | 3,809 | |||||
| Total cost of revenue | 28,012 | 19,236 | 8,720 | 77,863 | 22,481 | |||||
| Gross profit | 1,768 | (121) | 1,690 | 2,894 | 4,958 | |||||
| Operating expenses | ||||||||||
| Research and development | 7,828 | 12,558 | 7,921 | 46,266 | 27,002 | |||||
| Selling and marketing | 6,043 | 5,632 | 4,657 | 23,907 | 12,363 | |||||
| General and administrative | 9,791 | 9,642 | 8,190 | 36,982 | 23,352 | |||||
| Total operating expenses | 23,662 | 27,832 | 20,768 | 107,155 | 62,717 | |||||
| Loss from operations | (21,894) | (27,953) | (19,078) | (104,261) | (57,759) | |||||
| Interest expense | (10) | (129) | (1,110) | (372) | (2,740) | |||||
| Loss on the convertible note modification | — | — | — | — | (50,577) | |||||
| Gain (loss) on fair value of warrants | 8,090 | (6,612) | (1,569) | 19,129 | (5,202) | |||||
| Gain (loss) on fair value of contingent earnout liabilities | 35,963 | (40,885) | 7,261 | 94,073 | 9,275 | |||||
| Other income (expense), net | 458 | 384 | 68 | 1,451 | (88) | |||||
| Income (loss) before provision for income taxes | 22,607 | (75,195) | (14,428) | 10,020 | (107,091) | |||||
| Provision for income taxes | — | — | — | — | — | |||||
| Net income (loss) | $ | 22,607 | $ | (75,195) | $ | (14,428) | $ | 10,020 | $ | (107,091) |
| Net income (loss) per share: | ||||||||||
| Basic | $ | 0.12 | $ | (0.41) | $ | (0.08) | $ | 0.05 | $ | (1.82) |
| Diluted | $ | 0.11 | $ | (0.41) | $ | (0.08) | $ | 0.05 | $ | (1.82) |
| Shares used in computing net income (loss) per share: | ||||||||||
| Basic | 186,491,083 | 185,560,177 | 183,177,088 | 184,967,734 | 58,688,496 | |||||
| Diluted | 202,704,021 | 185,560,177 | 183,177,088 | 203,087,629 | 58,688,496 | |||||
| Net income (loss) | $ | 22,607 | $ | (75,195) | $ | (14,428) | $ | 10,020 | $ | (107,091) |
| Net unrealized holding loss on available-for-sale investments | 298 | (178) | — | (823) | (14) | |||||
| Other comprehensive income (loss) | $ | 22,905 | $ | (75,373) | $ | (14,428) | $ | 9,197 | $ | (107,105) |
Velo3D, Inc. CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (In thousands, except share and per share data)
| December 31, | December 31, | |||
|---|---|---|---|---|
| 2022 | 2021 | |||
| Assets | ||||
| Current assets: | ||||
| Cash and cash equivalents | $ | 31,983 | $ | 207,602 |
| Short-term investments | 48,214 | 15,483 | ||
| Accounts receivable, net | 9,185 | 12,778 | ||
| Inventories | 71,202 | 22,479 | ||
| Contract assets | 6,805 | 274 | ||
| Prepaid expenses and other current assets | 5,533 | 9,458 | ||
| Total current assets | 172,922 | 268,074 | ||
| Property and equipment, net | 19,812 | 10,046 | ||
| Equipment on lease, net | 9,070 | 8,366 | ||
| Other assets | 23,310 | 16,231 | ||
| Total assets | $ | 225,114 | $ | 302,717 |
| Liabilities and Stockholders’ Equity | ||||
| Current liabilities: | ||||
| Accounts payable | $ | 12,207 | $ | 9,882 |
| Accrued expenses and other current liabilities | 15,877 | 9,414 | ||
| Debt – current portion | 2,775 | 5,114 | ||
| Contract liabilities | 15,194 | 22,252 | ||
| Total current liabilities | 46,053 | 46,662 | ||
| Long-term debt – less current portion | 5,422 | 2,956 | ||
| Contingent earnout liabilities | 17,414 | 111,487 | ||
| Warrant liabilities | 2,745 | 21,705 | ||
| Other noncurrent liabilities | 12,634 | 9,492 | ||
| Total liabilities | 84,268 | 192,302 | ||
| Commitments and contingencies | ||||
| Stockholders’ equity: | ||||
| Common stock, $0.00001 par value – 500,000,000 shares authorized at December 31, 2022 and 2021, respectively, 187,561,368 and 183,232,494 shares issued and outstanding as of December 31, 2022 and 2021, respectively | 2 | 2 | ||
| Additional paid-in capital | 361,528 | 340,294 | ||
| Accumulated other comprehensive loss | (837) | (14) | ||
| Accumulated deficit | (219,847) | (229,867) | ||
| Total stockholders’ equity | 140,846 | 110,415 | ||
| Total liabilities and stockholders’ equity | $ | 225,114 | $ | 302,717 |
Velo3D, Inc. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (In thousands)
| Year ended | ||||
|---|---|---|---|---|
| December 31, | December 31, | |||
| 2022 | 2021 | |||
| Cash flows from operating activities | ||||
| Net loss | $ | 10,020 | $ | (107,091) |
| Adjustments to reconcile net loss to net cash used in operating activities | ||||
| Depreciation and amortization | 5,290 | 3,007 | ||
| Stock-based compensation | 20,148 | 4,368 | ||
| Loss on the convertible note modification | — | 50,577 | ||
| Loss (gain) on fair value of warrants | (19,129) | 5,202 | ||
| Gain on fair value of contingent earnout liabilities | (94,073) | (9,276) | ||
| Bad debt provision | 387 | — | ||
| Changes in assets and liabilities | ||||
| Accounts receivable | 3,206 | (11,546) | ||
| Inventories | (47,017) | (8,010) | ||
| Contract assets | (6,531) | 2,759 | ||
| Prepaid expenses and other current assets | 6,142 | (7,628) | ||
| Other assets | (1,241) | (14,499) | ||
| Accounts payable | 2,341 | 1,876 | ||
| Accrued expenses and other liabilities | 6,362 | 6,878 | ||
| Contract liabilities | (7,058) | 17,550 | ||
| Other noncurrent liabilities | (2,809) | 9,429 | ||
| Net cash used in operating activities | (123,962) | (56,404) | ||
| Cash flows from investing activities | ||||
| Purchase of property and equipment | (13,822) | (9,619) | ||
| Production of equipment for lease to customers | (5,595) | (8,480) | ||
| Purchases of available-for-sale investments | (87,655) | (15,491) | ||
| Proceeds from maturities of available-for-sale investments | 54,050 | — | ||
| Net cash used in investing activities | (53,022) | (33,590) | ||
| Cash flows from financing activities | ||||
| Proceeds from Merger, net of transaction costs | — | 123,270 | ||
| Proceeds from PIPE financing | — | 155,000 | ||
| Proceeds from term loan | — | 19,339 | ||
| Proceeds from loan refinance, net of issuance costs | 6,664 | — | ||
| Repayment of loans in connection with loan refinance | (8,089) | — | ||
| Repayment of term loan | — | (25,283) | ||
| Repayment of property and equipment loan | (889) | (833) | ||
| Proceeds from term loan revolver facility | — | 3,000 | ||
| Proceeds from equipment loans | 2,400 | 5,419 | ||
| Repayment of equipment loans | — | (2,411) | ||
| Proceeds from convertible notes | — | 5,000 | ||
| Issuance of common stock upon exercise of stock options | 1,256 | 385 | ||
| Net cash provided by financing activities | 1,342 | 282,886 | ||
| Effect of exchange rate changes on cash and cash equivalents | 23 | (7) | ||
| Net change in cash and cash equivalents | (175,619) | 192,885 | ||
| Cash and cash equivalents and restricted cash at beginning of period | 208,402 | 15,517 | ||
| Cash and cash equivalents and restricted cash at end of period | $ | 32,783 | $ | 208,402 |
| --- | --- | --- | --- | --- |
| Supplemental disclosure of cash flow information | ||||
| Cash paid for interest | $ | 372 | $ | 1,417 |
| Supplemental disclosure of non-cash information | ||||
| Conversion of convertible notes to Series D redeemable convertible preferred stock | — | 5,000 | ||
| Unpaid liabilities related to property and equipment | — | 1,271 | ||
| Conversion of warrants into redeemable convertible preferred stock, net settlement | — | 899 | ||
| Conversion of redeemable convertible preferred stock into common stock | — | 180,180 | ||
| Conversion of warrants into common stock, net settlement | — | 3,635 | ||
| Reclassification of warrants liability upon the reverse recapitalization | — | 21,051 | ||
| Reclassification of contingent earnout liability upon the reverse recapitalization | — | 120,763 | ||
| Issuance of common stock warrants in connection with financing | 170 | 316 |
The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the condensed consolidated balance sheets to the total of such amounts shown on the condensed consolidated statements of cash flows:
| Year ended | |||||
|---|---|---|---|---|---|
| December 31, | December 31, | ||||
| 2022 | 2021 | ||||
| Cash and cash equivalents | $ | 31,983 | $ | 207,602 | |
| Restricted cash (Other assets) | 800 | — | 800 | ||
| Total cash and cash equivalents, and restricted cash | $ | 32,783 | $ | 208,402 |
exhibit992q42022suppleme
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 the first quarter, fourth quarter and full year 2023 (including the company’s estimates for revenue and revenue growth and gross margin), the company’s expectations regarding its ability to achieve profitability, the company’s strategic priorities for 2023 (including the company’s plans and targets for revenue growth, gross margin improvement, non-GAAP operating expense reduction (including labor and discretionary expenses) and cash flow improvements (including inventory reduction)), 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, 2021 (the “FY 2021 10-K”), which was filed by the company with the SEC on March 28, 2022 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 2021 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.
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0% 5% 10% 15% 20% 25% 30% 35% Q422A Q423E Q422 Base Gross Margin BoM Cost/Material Efficiency Labor, OH & Other ASP
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