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Item 7. Management’s Discussion and Analysis

2022-12-09 compared with 2022-03-23 · 428 added, 158 removed, 1 unchanged (100% of the section changed)

Management's Discussion and Analysis of Financial Condition and Results of Operations

References to the “Company,” “SVF Investment Corp.

3,” “SVF Investment Corp.,” “our,” “us” or “we” refer to SVF Investment Corp.

The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the sections entitled “Risk Factors”, “Business” and the audited consolidated financial statement and notes thereto contained elsewhere in this Form

Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Cautionary Note Regarding Forward-Looking Statements

All statements other than statements of historical fact included in this Form 10-K

including, without limitation, statements under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements.

When used in this Form 10-K,

words such as “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us or the Company’s management, identify forward-looking statements.

Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s management.

Actual results could differ materially from those contemplated by the forward- looking statements as a result of certain factors detailed in our filings with the SEC.

All subsequent written or oral forward-looking statements attributable to us or persons acting on the Company’s behalf are qualified in their entirety by this paragraph.

We are a blank check company incorporated as a Cayman Islands exempted company on December 11, 2020.

We were formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”).

We are an emerging growth company and, as such, we are subject to all of the risks associated with emerging growth companies.

Our sponsor is SVF Sponsor III (DE) LLC, a Delaware limited liability company (“Sponsor”).

The registration statement for our Initial Public Offering was declared effective on March 8, 2021.

On March 11, 2021, we consummated our Initial Public Offering of 32,000,000 Class A ordinary shares (the “Public Shares”), including the 4,000,000 Public Shares as a result of the underwriters’ full exercise of their over-allotment option, at an offering price of $10.00 per Public Share, generating gross proceeds of $320.0 million, and incurring offering costs of approximately $18.1 million, of which approximately $11.2 million was for deferred underwriting commissions.

On April 22, 2021, the underwriters made a payment to us in an amount of $640,000 to reimburse certain of our expenses in connection with the initial public offering.

Simultaneously with the closing of the Initial Public Offering, we consummated the private placement (“Private Placement”) of 1,040,000 Class A ordinary shares (the “Private Placement Shares”), at a price of $10.00 per Private Placement Share to the Sponsor, generating gross proceeds of $10.4 million.

Upon the closing of the Initial Public Offering, management agreed that an amount equal to at least $10.00 per Public Share sold in the Initial Public Offering, including the proceeds of the Private Placement Shares, will be held in a trust account (“Trust Account”) with Continental Stock Transfer & Trust Company acting as trustee and invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, or the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7

promulgated under the Investment Company Act which invest only in direct U.S.

government treasury obligations, as determined by us, until the earlier of:

(i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below.

Our management has broad discretion with respect to the specific application of the net proceeds of our Initial Public Offering and the sale of Private Placement Shares, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination.

Our initial Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time we sign a definitive agreement in connection with the initial Business Combination.

However, we will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.

If we are unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or March 11, 2023 (the “Combination Period”), we will (i) cease all operations except for the purpose of winding up;

(ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share

price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to fund Regulatory Withdrawals (as defined in our amended and restated memorandum and articles of association), subject to an annual limit of $250,000, for a maximum of 24 months and/or to pay its income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any);

and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

The issuance of additional shares in connection with a business combination to the owners of the target or other investors:

may significantly dilute the equity interest of investors in the Public Offering, which dilution would increase if the anti-dilution provisions in the Class B ordinary shares resulted in the issuance of Class A ordinary shares on a greater than one-to-one

basis upon conversion of the Class B ordinary shares;

may subordinate the rights of holders of Class A ordinary shares if preference shares are issued with rights senior to those afforded our Class A ordinary shares;

could cause a change in control if a substantial number of our Class A ordinary shares are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors;

may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us;

may adversely affect prevailing market prices for our Class A ordinary shares.

Similarly, if we issue debt securities or otherwise incur significant debt to bank or other lenders or the owners of a target, it could result in:

default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations;

acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;

our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand;

our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is outstanding;

our inability to pay dividends on our Class A ordinary shares;

using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our Class A ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes;

limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;

increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation;

limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt.

As indicated in the accompanying consolidated financial statements, we had approximately $813,000 held outside the trust account that is available to us to fund our working capital requirements and $320,016,430 held inside the trust account.

We cannot assure you that our plan to complete our initial business combination will be successful.

Liquidity and Going Concern

As of December 31, 2021, we had approximately $813,000 in our operating bank account, and working capital deficit of approximately $2.5 million.

Prior to the completion of the Initial Public Offering, our liquidity needs were satisfied through the payment by our Sponsor of $25,000 for certain offering costs on our behalf in exchange for the issuance of the Founder Shares, and borrowings under our promissory note with our Sponsor of $300,000 as well as additional advances of approximately $114,000.

Subsequent to the consummation of the Initial Public Offering and Private Placement, our liquidity needs will be satisfied with the proceeds from the consummation of the Private Placement not held in the Trust Account.

In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor may, but is not obligated to, provide the Company Working Capital Loans.

As of December 31, 2021, there were no amounts outstanding under any Working Capital Loans.

On August 10, 2021 our Sponsor agreed to loan us $2.0 million as the Working Capital Loan.

On November 9, 2021 we agreed with our Sponsor to amend this loan to increase the commitment by $1.0 million.

In connection with the Company’s assessment of going concern considerations if the Company is unable to complete a Business Combination with 24 months from closing of the Initial Public Offering, or March 11, 2023, in accordance with FASB Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern for a period of time which is considered to be one year from the issuance of these consolidated financial statements.

No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after March 11, 2023.

The consolidated financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern.

Risks and Uncertainties

Management continues to evaluate the impact of the COVID-19

pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on our financial position, results of our operations and/or search for a target company, the specific impact is not readily determinable as of the date of the consolidated financial statements.

The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Results of Operations

Our entire activity since inception up to March 11, 2021 was in preparation for our formation and the Initial Public Offering, and since our Initial Public Offering, our activity has been limited to the search for a prospective initial Business Combination.

We will not be generating any operating revenues until the closing and completion of our initial Business Combination.

We generate non-operating

income in the form of investment income from our investments held in the Trust Account.

We expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

For year ended December 31, 2021, we had net loss of approximately $6.5 million, which consisted of approximately $6.4 million in general and administrative expenses, including $100,000 of general and administrative expenses to related party, partly offset by approximately $16,000 in income from investments held in the Trust Account.

For the period from December 11, 2020 (inception) through December 31, 2020, we had net loss of approximately $19,000, which consisted of general and administrative expenses.

Contractual Obligations

Administrative Services Agreement

Commencing on the date that our securities were first listed on NASDAQ through the earlier of consummation of the initial Business Combination and the liquidation, we agreed to pay our Sponsor $10,000 per month for office space, secretarial and administrative services provided to us by an affiliate of our Sponsor.

We incurred $100,000 of such expenses during the year ended December 31, 2021.

As of December 31, 2021, $100,000 is due to the Sponsor and is included in due to related party on the accompanying balance sheets.

There was no balance due to related party at December 31, 2020.

In addition, our Sponsor, officers and directors, or our respective affiliates will be reimbursed for any out-of-pocket

expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations.

Our audit committee will review on a quarterly basis all payments that were made by us to our Sponsor, executive officers or directors, or our affiliates.

Any such payments prior to an initial Business Combination will be made using funds held outside the Trust Account.

As of December 31, 2021, approximately $500,000 is due to the Sponsor’s affiliates and is included in due to related party on the accompanying balance sheets.

There was no balance under this agreement at December 31, 2020.

Registration and Shareholder Rights Agreement

The holders of the Founder Shares, Private Placement Shares, and any shares that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon conversion of the Founder Shares) were entitled to registration rights pursuant to a registration and shareholder rights agreement signed upon the effective date of the Initial Public Offering.

The holders of these securities were entitled to make up to three demands, excluding short form demands, that we register such securities.

In addition, the holders had certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination.

We will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

We granted the underwriters a 45-day

option from the date of the prospectus to purchase up to 4,000,000 additional shares at the Initial Public Offering price less the underwriting discounts and commissions.

The underwriters fully exercised the over-allotment option on March 11, 2021.

The underwriters were entitled to an underwriting discount of $0.20 per Class A ordinary share, or $6.4 million in the aggregate paid upon the closing of the Initial Public Offering.

In addition, $0.35 per unit, or $11.2 million in the aggregate will be payable to the underwriters for deferred underwriting commissions.

The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

Forward Purchase Agreement

The Company entered into a forward purchase agreement (a “Forward Purchase Agreement”) with the forward purchase investor (the “Forward Purchase Investor”), which provides for the purchase of $150 million of forward purchase shares (the “Forward Purchase Shares”), for $10.00 per share, in a private placement to close substantially concurrently with the closing of the initial Business Combination.

The Forward Purchase Agreement also provided that the Forward Purchase Investor may elect to purchase up to an additional $50 million of Forward Purchase Shares, for a purchase price of $10.00 per share.

Any elections to purchase up to 5,000,000 additional Forward Purchase Shares will take place in one or more private placements in such amounts and at such time as the Forward Purchase Investor determines, but no later than simultaneously with the closing of the initial Business Combination.

The Forward Purchase Investor has elected to purchase 5,000,000 additional Forward Purchase Shares for aggregate proceeds of $50,000,000 immediately prior to the Closing.

The Company and the Forward Purchase Investor may determine, by mutual agreement, to increase the number of additional Forward Purchase Shares at any time prior to the initial Business Combination.

The obligations under the Forward Purchase Agreement do not depend on whether any Class A ordinary shares are redeemed by the Public Shareholders.

The Forward Purchase Shares will be issued only in connection with the closing of the initial Business Combination.

The proceeds from the sale of Forward Purchase Shares may be used as part of the consideration to the sellers in the initial Business Combination, expenses in connection with the initial Business Combination or for working capital in the post-transaction company.

Critical Accounting Policies

Investments Held in Trust Account

Our portfolio of investments is comprised solely of U.S.

government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S.

government securities and generally have a readily determinable fair value, or a combination thereof.

Our investments held in the Trust Account are classified as trading securities.

When our investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value.

Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period.

Gains and losses resulting from the change in fair value of these securities is included in income from investments held in Trust Account in the accompanying audited statements of operations.

The estimated fair values of investments held in the Trust Account are determined using available market information.

Class A Ordinary Shares Subject to Possible Redemption

We account for our Class A ordinary shares subject to possible redemption in accordance with the guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value.

Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity.

At all other times, Class A ordinary shares are classified as shareholders’ equity (deficit).

Our Class A ordinary shares feature certain redemption rights that are considered to be outside of our control and subject to the occurrence of uncertain future events.

Accordingly, at the Initial Public Offering, 32,000,000 Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity (deficit) section of our accompanying balance sheets.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the Class A ordinary shares subject to possible redemption to equal the redemption value at the end of each reporting period.

Effective with the closing of the Initial Public Offering, we recognized the accretion from initial book value to redemption amount value.

The change in the carrying value of redeemable shares of Class A ordinary shares resulted in charges against additional paid-in

capital and accumulated deficit.

Net Loss per Ordinary Share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Income and losses are shared pro rata between Class A ordinary shares subject to possible redemption and non-redeemable

ordinary shares.

Net income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted-average number of ordinary shares outstanding for the respective period.

Non-redeemable

ordinary shares include Founder Shares and Private Placement Shares as these shares do not have any redemption features.

Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value.

Recent Accounting Pronouncements

In August 2020, the FASB issued Accounting Standards Update (“ASU”) No.

“Debt-Debt with Conversion and Other Options (Subtopic 470-20)

and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40):Accounting

for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”),

which simplified accounting for convertible instruments by removing major separation models required under current GAAP.

The ASU also removed certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplified the diluted earnings per share calculation in certain areas.

The Company early adopted ASU 2020-06 on

January 1, 2021.

Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows.

Recently Issued Accounting Standards

Our management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying audited consolidated financial statements.

Sheet Arrangements

As of December 31, 2021 we did not have any off-balance

sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K

and did not have any commitments or contractual obligations.

The Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) contains provisions that, among other things, relax certain reporting requirements for qualifying public companies.

We qualify as an “emerging growth company” and under the JOBS Act are allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies.

We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging

growth companies.

As a result, our consolidated financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

Additionally, we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act.

Subject to certain conditions set forth in the JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions we may not be required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of non-emerging

growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis) and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation.

These exemptions will apply for a period of five years following the completion of our Initial Public Offering or until we are no longer an “emerging growth company,” whichever is earlier.

The following discussion and analysis should be read in conjunction with our consolidated financial statements and notes thereto that appear elsewhere in this Annual Report on Form 10-K.

See “Risk Factors” elsewhere in this Annual Report on Form 10-K for a discussion of certain risks associated with our business.

The following discussion contains forward-looking statements.

Forward-looking statements give our current expectations or forecasts of future events.

You can identify these statements by the fact that they do not relate strictly to historical or current facts.

The use of words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” and other words and terms of similar meaning in connection with any discussion of future operating or financial performance.

From time to time, we also may provide forward-looking statements in other materials we release to the public.

Unless the context otherwise requires, references in

this Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” to “Symbotic,” “we,” “us,” “our” and the “Company” are intended to mean the business and operations of Symbotic.

Company Overview

At Symbotic, our vision is to make the supply chain work better for everyone.

We do this by developing, commercializing, and deploying innovative, end-to-end technology solutions that dramatically improve supply chain operations.

We currently automate the processing of pallets and cases in large warehouses or distribution centers for some of the largest retail companies in the world.

Our systems enhance operations at the front end of the supply chain, and therefore benefit all supply partners further down the chain, irrespective of fulfillment strategy.

The Symbotic platform is based on a unique approach to connecting producers of goods to end users, in a way that resolves the mismatches of quantity, timing and location that arise between the two, while reducing costs.

The underlying architecture of our platform is what differentiates our solution from anything else in the marketplace.

It utilizes fully autonomous robots, collectively controlled by our artificial intelligence (“A.I.”) enabled system software to achieve at scale, real world supply chain improvements that are so compelling that we believe our approach can become the de facto standard approach for how warehouses operate.

Business Combination

SVF Investment Corp.

3, formerly known as SVF Investment III Corp., (“SVF ” and, after the Domestication as described below, “Symbotic” or the “Company”) was a blank check company incorporated as a Cayman Islands exempted company on December 11, 2020.

SVF 3 was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses.

Warehouse Technologies LLC (“Legacy Warehouse”), a New Hampshire limited liability company, was formed in December 2006 to make investments in companies that develop new technologies to improve operating efficiencies in modern warehouses.

Symbotic LLC, a technology company that develops and commercializes innovative technologies for use within warehouse operations and Symbotic Group Holdings, ULC (“ Symbotic Canada”) were wholly owned subsidiaries of Legacy Warehouse.

On December 12, 2021, (i) SVF 3 entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Legacy Warehouse, Symbotic Holdings LLC, a Delaware limited liability company (“Symbotic Holdings”), and Saturn Acquisition (DE) Corp., a Delaware corporation and wholly owned subsidiary of SVF 3 (“Merger Sub”) and (ii) Legacy Warehouse entered into an Agreement and Plan of Merger (the “Company Merger Agreement”) with Symbotic Holdings.

On June 7, 2022, as contemplated by the Merger Agreement, Legacy Warehouse merged with and into Symbotic Holdings (the “Company Reorganization”), with Symbotic Holdings surviving the merger (“Interim Symbotic”).

Immediately following such merger, on June 7, 2022, as contemplated by the Merger Agreement, SVF 3 filed a notice of deregistration with the Cayman Islands Registrar of Companies, together with the necessary accompanying documents, and filed a certificate of incorporation and a certificate of corporate domestication with the Secretary of State of the State of Delaware, under which SVF 3 was transferred by way of continuation from the Cayman Islands and domesticated as a Delaware corporation, changing its name to “Symbotic Inc.” (the “Domestication”).

Immediately following the Domestication of SVF 3, on June 7, 2022, as contemplated by the Merger Agreement, Merger Sub merged with and into Interim Symbotic (the “Merger” and, together with the Company Reorganization, the “Business Combination”), with Interim Symbotic surviving the merger as a subsidiary of Symbotic (“New Symbotic Holdings”).

Key Components of Consolidated Statements of Operations

We generate revenue through our design and installation of modular inventory management systems (“Systems”) to automate customers’ depalletizing, storage, selection, and palletization warehousing processes.

The Systems have both a hardware component and an embedded software component that enables the systems to be programmed to operate within specific customer environments.

We enter into contracts with customers that can include various combinations of services to design and install the Systems.

These services are generally distinct and accounted for as separate performance obligations.

As a result, each customer contract may contain multiple performance obligations.

We determine whether performance obligations are distinct based on whether the customer can benefit from the product or service on its own or together with other resources that are readily available and whether our commitment to provide the services to the customer is separately identifiable from other obligations in the contract.

We have identified the following distinct performance obligations in our contracts with customers:

We design, assemble, and install modular hardware systems and perform configuration of embedded software.

Systems include the delivery of hardware and an embedded software component, sold as either a perpetual or term-based on-

premise license, that automate our customers’ depalletizing, storage, selection, and palletization warehousing processes.

The modular hardware and embedded software are each not capable of being distinct because our customers cannot benefit from the hardware or software on their own.

Accordingly, they are treated as a single performance obligation.

Fees for systems are typically either fixed or cost-plus fixed fee amounts that are due based on the achievement of a variety of milestones beginning at contract inception through final acceptance.

The substantial majority of our embedded software component is sold as a perpetual on-premise license, however, we do sell an immaterial amount of term-based on-premise licenses.

Software maintenance and support :

Software maintenance and support refer to support services that provide our customers with technical support, updates, and upgrades to the embedded software license.

Fees for the software maintenance and support services are typically payable in advance on a quarterly, or annual basis over the term of the software maintenance and support service contract, which term can range from one to 15 years but, for a substantial majority of our software maintenance and support contracts, is 15 years.

Operation services :

We provide our customers with assistance operating the system and ensuring user experience is optimized for efficiency and effectiveness.

Fees for operation services are typically invoiced to our customers on a time and materials basis monthly in arrears or using a fixed fee structure.

Cost of Revenue

Our cost of revenue is composed of the following for each of our distinct performance obligations:

Systems cost of revenue consists primarily of material and labor consumed in the production and installation of customer Systems, as well as depreciation expense.

The design, assembly, and installation of a system includes substantive customer-specified acceptance criteria that allow the customer to accept or reject systems that do not meet the customer’s specifications.

When we cannot objectively determine that acceptance criteria will be met upon contract inception, cost of revenue relating to systems is deferred and expensed at a point in time upon final acceptance from the customer.

If acceptance can be reasonably certain upon contract inception, systems cost of revenue is expensed as incurred.

Software maintenance and support :

Cost of revenue attributable to software maintenance and support primarily relates to labor cost for our maintenance team providing routine technical support, and maintenance updates and upgrades to our customers.

Software maintenance and support cost of revenue is expensed as incurred.

Operation services :

Operation services cost of revenue consists primarily of labor cost for our operations team who is providing services to our customers to run their System within their distribution center.

Operation services cost of revenue is expensed as incurred.

Research and Development

Costs incurred in the research and development of our products are expensed as incurred.

Research and development costs include personnel, contracted services, materials, and indirect costs involved in the design and development of new products and services, as well as depreciation expense.

Selling, General, and Administrative

Selling, general, and administrative expenses include all costs that are not directly related to satisfaction of customer contracts or research and development.

Selling, general, and administrative expenses include items for our selling and administrative functions, such as sales, finance, legal, human resources, and information technology support.

These functions include costs for items such as salaries and benefits and other personnel-related costs, maintenance and supplies, professional fees for external legal, accounting, and other consulting services, intangible asset amortization, and depreciation expense.

Other Income, Net

Other income, net primarily consists of dividend and interest income earned on our money market accounts and the impact of foreign currency transaction gains and losses associated with monetary assets and liabilities.

As a result of the Business Combination, the Company was appointed as the sole managing member of Symbotic Holdings.

Symbotic Holdings is a limited liability company that is treated as a partnership for U.S.

federal income tax purposes and for most applicable state and local income taxes.

Any taxable income or loss generated by Symbotic Holdings is passed through to and included in the taxable income or loss of its members, including the Company, on a pro rata basis, subject to applicable tax regulations.

The Company is subject to U.S.

federal income taxes, in addition to state and local income taxes, with respect to its allocable share of any taxable income or loss of Symbotic Holdings.

The Company also has foreign subsidiaries which are subject to income tax in their local jurisdictions.

The Company recorded zero income tax

expense for the period of June 7, 2022, through September 24, 2022, which is the period following the Business Combination, as the Company incurred a pre-tax loss for the period and recorded a full valuation allowance against both its domestic and foreign deferred tax assets.

Prior to the close of the Business Combination, our financial reporting predecessor, Legacy Warehouse was treated as a pass-through entity for tax purposes and no provision, except for certain foreign subsidiaries which are taxed in their respective foreign jurisdictions, was made in the consolidated financial statements for income taxes.

Any income tax items for the periods prior to the close of the Business Combination are related to the applicable subsidiary companies that are subject to foreign income tax.

In fiscal years 2021 and 2020, Legacy Warehouse was treated as a pass-through entity for tax purposes and had certain foreign subsidiaries.

No income tax expense was recorded in 2021 due to Legacy Warehouse's pass-through status and foreign subsidiaries having a full valuation allowance against their deferred tax assets.

Results of Operations for the Years Ended September 24, 2022, September 25, 2021, and September 26, 2020

The following tables set forth certain consolidated financial data in dollar amounts and as a percentage of total revenue.

September 24, 2022 September 25, 2021 September 26, 2020

(in thousands)

Systems $ 567,993 $ 227,563 $ 70,818

Software maintenance and support 3,735 4,009 2,614

Operation services 21,584 20,341 18,654

Total revenue 593,312 251,913 92,086

Cost of revenue:

Systems 464,179 216,577 79,252

Software maintenance and support 4,390 2,962 3,681

Operation services 25,096 21,927 28,083

Total cost of revenue 493,665 241,466 111,016

Gross profit (loss) 99,647 10,447 (18,930)

Operating expenses:

Research and development expenses 124,141 73,386 55,861

Selling, general, and administrative expenses 115,881 59,442 35,586

Total operating expenses 240,022 132,828 91,447

Operating loss (140,375) (122,381) (110,377)

Other income, net 1,286 67 809

Loss before income tax (139,089) (122,314) (109,568)

Income tax benefit — — 47

Net loss $ (139,089) $ (122,314) $ (109,521)

September 24, 2022 September 25, 2021 September 26, 2020

Systems 96 % 90 % 77 %

Software maintenance and support 1 2 3

Operation services 4 8 20

Total revenue 100 100 100

Cost of revenue:

Systems 78 86 86

Software maintenance and support 1 1 4

Operation services 4 9 30

Total cost of revenue 83 96 121

Gross profit (loss) 17 4 (21)

Operating expenses:

Research and development expenses 21 29 61

Selling, general, and administrative expenses 20 24 39

Total operating expenses 40 53 99

Operating loss (24) (49) (120)

Other income, net — — 1

Loss before income tax (23) (49) (119)

Income tax benefit — — —

Net loss (23) % (49) % (119) %

* Percentages are based on actual values.

Totals may not sum due to rounding.

Year Ended September 24, 2022 Compared to the Year Ended September 25, 2021

Year Ended Change

September 24, 2022 September 25, 2021 Amount %

(dollars in thousands)

Systems $ 567,993 $ 227,563 $ 340,430 150 %

Software maintenance and support 3,735 4,009 (274) (7)

Operation services 21,584 20,341 1,243 6

Total revenue $ 593,312 $ 251,913 $ 341,399 136 %

Systems revenue increased during the year ended September 24, 2022 as compared to the year ended September 25, 2021 due to there being seventeen system deployments currently in progress as of September 24, 2022 as compared to five deployments in progress as of September 25, 2021 as we continue to grow our business.

The increase resulting from the increased deployments of our warehouse automation system is primarily due to the ongoing Master Automation Agreement with Walmart, for which we are performing the installation and implementation of our warehouse automation system within all of Walmart's 42 regional distribution centers, which is expected to continue to produce systems revenue as the warehouse automation systems are installed and implemented at the remaining regional distribution centers through fiscal year 2028.

The decrease in software maintenance and support revenue is primarily due to a temporary discontinuity in support revenue with one customer in fiscal year 2022.

The increase in operation services revenue is due to two additional operating sites in fiscal year 2022 as compared to fiscal year 2021.

The following table sets forth our gross profit for the years ended September 24, 2022 and September 25, 2021:

September 24, 2022 September 25, 2021 Change

(in thousands)

Systems $ 103,814 $ 10,986 $ 92,828

Software maintenance and support (655) 1,047 (1,702)

Operation services (3,512) (1,586) (1,926)

Total gross profit (loss) $ 99,647 $ 10,447 $ 89,200

For the year ended September 24, 2022, Systems gross profit increased $92.8 million from the previous year-end from $11.0 million to $103.8 million.

The increase in Systems gross profit resulted from there being seventeen system deployments currently in progress as of September 24, 2022 as compared to five deployments in progress as of September 25, 2021.

For the year ended September 24, 2022, software maintenance and support gross profit decreased $1.7 million from the previous year-end from $1.0 million to $(0.7) million.

The decrease in software maintenance and support gross profit is attributable to an increased cost for the year ended September 24, 2022, associated with an increase in headcount within our technical support team in order to appropriately support our growing business.

For the year ended September 24, 2022, operation services gross profit decreased $1.9 million from the previous year-end from $(1.6) million to $(3.5) million.

The decrease in operation services gross profit was driven by increased cost due to a need for additional operation services personnel at one of our customer sites.

Research and Development Expenses

Year Ended Change

September 24, 2022 September 25, 2021 Amount %

(dollars in thousands)

Research and development $ 124,141 $ 73,386 $ 50,755 69 %

Percentage of total revenue 21 % 29 %

The increase in research and development expenses for the year ended September 24, 2022 compared to the year ended September 25, 2021 was due to the following:

(in thousands)

Employee-related costs $ 35,060

Prototype-related costs, allocated overhead expenses, and other 15,695

Employee-related costs increased as a result of our headcount growth to our engineering team through full-time and contracted employees as we continue to grow our software and hardware engineering organizations to support the development of key projects such as next generation autonomous EV robots as well as continue to expand our A.I.

and analytics capabilities.

Employee-related costs also increased as a result of equity expense attributable to the issuance of restricted stock units to our employees following the Business Combination.

The remaining increase in research and development expenses is attributable to an increase in prototype-related costs as we invest in making improvements and expansions to our warehouse automation system and autonomous bots as well as an increase in software information technology (“IT”) related costs attributable to the increase in employee headcount year over

The increase in prototype-related costs, allocated overhead expenses, and other is also attributable to expense associated with scrapped parts related to an engineering design change to our bots which occurred during fiscal year 2022.

Selling, General, and Administrative Expenses

Year Ended Change

September 24, 2022 September 25, 2021 Amount %

(dollars in thousands)

Selling, general, and administrative $ 115,881 $ 59,442 $ 56,439 95 %

Percentage of total revenue 20 % 24 %

The increase in selling, general, and administrative expenses for the year ended September 24, 2022 compared to the year ended September 25, 2021 was due to the following:

(in thousands)

Employee-related costs $ 47,827

Allocated overhead expenses and other 8,612

Employee-related costs increased as a result of our headcount growth within our selling, general, and administrative functions, as well as an increase in expense in fiscal year 2022 related to travel expenses as our employees resumed normal business travel in fiscal year 2022.

Employee-related costs also increased as a result of equity expense attributable to the issuance of restricted stock units to our employees following the Business Combination.

We increased headcount primarily to support a shift in the rapid acceleration of system deployments and business transformation.

We incurred incremental costs related to building both shorter-term as well as permanent processes and infrastructure to ramp partnerships and operations.

Allocated overhead and other expenses increased due to an increase in hardware and software IT related costs attributable to the increase in employee headcount year over year as well as an increase attributable to growing our cybersecurity infrastructure.

Allocated overhead and other expenses also increased as a result of additional audit, tax, and consulting services in support of the Business Combination, as well as an increase in marketing costs associated with marketing efforts following the Business Combination.

Other income, net

Year Ended Change

September 24, 2022 September 25, 2021 Amount %

(dollars in thousands)

Other income, net $ 1,286 $ 67 $ 1,219 1819 %

Percentage of total revenue — % — %

Other income, net increased due to an increase in interest income as a result of higher interest rates, as well as exchange rate fluctuations impacting our foreign currency transaction gains and losses associated with monetary assets and liabilities.

Year Ended September 25, 2021 Compared to the Year Ended September 26, 2020

Year Ended Change

September 25, 2021 September 26, 2020 Amount %

(dollars in thousands)

Systems $ 227,563 $ 70,818 $ 156,745 221 %

Software maintenance and support 4,009 2,614 1,395 53

Operation services 20,341 18,654 1,687 9

Total revenue $ 251,913 $ 92,086 $ 159,827 174 %

Systems revenue increased during the year ended September 25, 2021 as compared to the year ended September 26, 2020 due to the acceptance of certain warehouse automation systems as well as the commencement of other warehouse automation systems for our customers as we continue to grow our business.

The increase resulting from the acceptance of certain and commencement of other warehouse automation systems is primarily due to the ongoing Master Automation Agreement with Walmart, for which we are performing the installation and implementation of our warehouse automation system within Walmart’s 42 regional distribution centers, which is expected to continue to produce systems revenue as the warehouse automation systems are installed and implemented at the remaining regional distribution centers through fiscal year 2028.

The increase in operation services and software maintenance and support revenue was a result of additional site operations, software maintenance, and spare parts revenue associated with the addition of new customer sites.

The following table sets forth our gross profit for the years ended September 25, 2021 and September 26, 2020:

September 25, 2021 September 26, 2020 Change

(in thousands)

Systems $ 10,986 $ (8,434) $ 19,420

Software maintenance and support 1,047 (1,067) 2,114

Operation services (1,586) (9,429) 7,843

Total gross profit (loss) $ 10,447 $ (18,930) $ 29,377

For the year ended September 25, 2021, Systems gross profit increased $19.4 million from the previous year-end from $(8.4) million to $11.0 million.

The increase in Systems gross profit resulted from our transition from solely prototype projects incurring losses to selling a commercialized product.

For the year ended September 25, 2021, software maintenance and support gross profit increased $2.1 million from the previous year-end from $(1.1) million to $1.0 million.

The increase in software maintenance and support gross profit is attributable to adding new customers in the current year, while keeping our cost base relatively flat.

For the year ended September 25, 2021, operation services gross profit increased $7.8 million from the previous year-end from $(9.4) million to $(1.6) million.

The increase in operation services gross profit resulted from improved operational efficiency at our customer sites as well as a discontinuation of an operations agreement in fiscal year 2020.

Research and Development Expenses

Year Ended Change

September 25, 2021 September 26, 2020 Amount %

(dollars in thousands)

Research and development $ 73,386 $ 55,861 $ 17,525 31 %

Percentage of total revenue 29 % 61 %

The increase in research and development expenses for the year ended September 25, 2021 compared to the year ended September 26, 2020 was due to the following:

(in thousands)

Employee-related costs $ 19,477

Prototype-related costs, allocated overhead expenses, and other (1,952)

Employee-related costs increased as a result of our year over year headcount growth to our engineering team as we continue to grow our software and hardware engineering organizations to support the development of key projects such as next generation autonomous EV robots as well as continue to expand our A.I.

and analytics capabilities.

In addition, employee-related costs increased from the previous fiscal year due to an increased expense associated with our unit-based compensation arrangements.

The offset to the increase in employee-related costs was primarily driven by prototype-related costs.

Selling, General, and Administrative Expenses

Year Ended Change

September 25, 2021 September 26, 2020 Amount %

(dollars in thousands)

Selling, general, and administrative $ 59,442 $ 35,586 $ 23,856 67 %

Percentage of total revenue 24 % 39 %

The increase in selling, general, and administrative expenses for the year ended September 25, 2021 compared to the year ended September 26, 2020 was due to the following:

(in thousands)

Employee-related costs $ 19,208

Allocated overhead expenses and other 4,648

Employee-related costs increased as a result of our year over year headcount growth within our selling, general, and administrative functions.

We increased the headcount to our operations staff in order to deliver to our customers our modular inventory management systems in an orderly manner in line with our installation timeline, as well as to our IT organization as we build out our cybersecurity infrastructure.

We also continue to invest in our sales, finance and human resource organizations to support the overall growth of the company.

Additionally, employee-related costs increased from the previous fiscal year due to an increased expense associated with our unit-based compensation arrangements.

Allocated overhead and other expenses increased due primarily to additional audit, tax, and consulting services in support of the Business Combination.

Other income, net

Year Ended Change

September 25, 2021 September 26, 2020 Amount %

(dollars in thousands)

Other income, net $ 67 $ 809 $ (742) (92 %)

Percentage of total revenue 0 % 1 %

The decrease in other income, net was primarily due to a decrease in interest income as a result of interest rates and dividend income.

Income tax benefit

Year Ended Change

September 25, 2021 September 26, 2020 Amount %

(dollars in thousands)

Income tax benefit $ — $ 47 $ (47) (100 %)

An income tax benefit of $47 thousand was recorded for the year ended September 26, 2020 resulting from the calculated benefit for our Canadian jurisdictions.

There was no such benefit or provision calculated for the year ended September 25, 2021.

Non-GAAP Financial Measure

In addition to providing financial measurements based on generally accepted accounting principles in the United States of America, or GAAP, we provide an additional financial metric that is not prepared in accordance with GAAP, or non-GAAP financial measure.

We use this non-GAAP financial measure, in addition to GAAP financial measures, to understand and compare operating results across accounting periods, for financial and operational decision making, for planning and forecasting purposes, to measure executive compensation, and to evaluate our financial performance.

This non-GAAP financial measure is Adjusted EBITDA, as discussed below.

We believe that this non-GAAP financial measure reflects our ongoing business in a manner that allows for meaningful comparisons and analysis of trends in the business, as it facilitates comparing financial results across accounting periods and to those of peer companies.

We also believe that this non-GAAP financial measure enables investors to evaluate our operating results and future prospects in the same manner as we do.

This non-GAAP financial measure may exclude expenses and gains that may be unusual in nature, infrequent, or not reflective of our ongoing operating results.

The non-GAAP financial measure does not replace the presentation of our GAAP financial measures and should only be used as a supplement to, not as a substitute for, our financial results presented in accordance with GAAP.

We consider Adjusted EBITDA to be an important indicator of the operational strength and performance of our business and a good measure of our historical operating trends.

Adjusted EBITDA eliminates items that we do not consider to be part of our core operations.

We define Adjusted EBITDA as GAAP net loss excluding the following items:

interest income;

income taxes;

depreciation and amortization of tangible and intangible assets;

unit and stock-based compensation;

Business Combination transaction expenses;

and other non-recurring items that may arise from time to time.

The non-GAAP adjustments, and our basis for excluding them from our non-GAAP financial measure, are outlined below:

• Unit and Stock-based compensation – Although unit and stock-based compensation is an important aspect of the compensation paid to our employees, the grant date fair value varies based on the derived stock price at the time of grant, varying valuation methodologies, subjective assumptions, and the variety of award types.

This makes the comparison of our current financial results to previous and future periods difficult to interpret;

therefore, we believe it is useful to exclude unit and stock-based compensation from our non-GAAP financial measures in order to highlight the performance of our business and to be consistent with the way many investors evaluate our performance and compare our operating results to peer companies.

• Business Combination transaction expenses – Business Combination transaction expenses represents the expenses incurred solely related to the Business Combination, which we completed on June 7, 2022.

It primarily includes investment banker fees, legal fees, professional fees for accountants, transaction fees, advisory fees, due diligence costs, certain other professional fees, and other direct costs associated with strategic activities.

These amounts are impacted by the timing of the Business Combination.

We exclude Business Combination transaction expenses from our non-GAAP financial measures to provide a useful comparison of our operating results to prior periods and to our peer companies because such amounts vary significantly based on the magnitude of the Business Combination transaction and do not reflect our core operations.

The following table reconciles GAAP net loss to Adjusted EBITDA during the periods presented (in thousands):

September 24, 2022 September 25, 2021 September 26, 2020

Net loss $ (139,089) $ (122,314) $ (109,521)

Interest income (1,287) (35) (1,329)

Income tax benefit — — (47)

Depreciation and amortization 5,989 4,491 5,734

Unit and Stock-based compensation 40,556 11,736 208

Business combination transaction expenses 4,069 2,761 —

Adjusted EBITDA $ (89,762) $ (103,361) $ (104,955)

Liquidity and Capital Resources

As of September 24, 2022, our principal sources of liquidity were net proceeds received related to the Business Combination and cash received from customers upon the inception of contracts to install customer Systems.

The following table shows net cash and cash equivalents provided by (used in) operating activities, net cash and cash equivalents used in investing activities, and net cash and cash equivalents provided by financing activities during the periods presented:

September 24, 2022 September 25, 2021 September 26, 2020

Net cash provided by (used in):

Operating activities $ (148,247) $ 109,567 $ (124,307)

Investing activities (17,950) (12,168) (5,059)

Financing activities 362,448 — 100,000

Operating Activities

Our net cash and cash equivalents provided by (used in) operating activities consists of net loss adjusted for certain non-cash items, including depreciation and amortization, foreign currency losses, losses on abandonment of assets, and deferred taxes, net, as well as changes in operating assets and liabilities.

The primary changes in working capital items, such as the changes in accounts receivable and deferred revenue, result from the difference in timing of payments from our customers related to system installations and the associated costs incurred by us to fulfill the system installation performance obligation.

This may result in an operating cash flow source or use for the period, depending on the timing of payments received as compared to the fulfillment of the system installation performance obligation.

Net cash used in operating activities was $148.2 million during the year ended September 24, 2022.

Net cash used in operating activities was due to our net loss of $139.1 million adjusted for non-cash items of $37.0 million, primarily consisting of $26.9 million stock-based compensation expense, $6.0 million depreciation and amortization and $4.1 million of losses on abandonment of assets, offset by use of cash for operating assets and liabilities of $46.1 million due to the timing of cash payments to vendors and cash receipts from customers.

Net cash provided by operating activities was $109.6 million during the year ended September 25, 2021.

Net cash provided by operating activities was due to our net loss of $122.3 million adjusted for non-cash items of $4.6 million, primarily consisting of $4.5 million depreciation and amortization and $0.1 million of unit-based compensation, offset by cash provided by operating assets and liabilities of $227.2 million due to the timing of cash payments to vendors and cash receipts from customers.

Net cash used in operating activities was $124.3 million during the year ended September 26, 2020.

Net cash used in operating activities was due to our net loss of $109.5 million adjusted for non-cash items of $5.8 million, primarily consisting of $5.7 million depreciation and amortization and $0.1 million of unit-based compensation, offset by use of cash for operating assets and liabilities of $20.6 million due to the timing of cash payments to vendors and cash receipts from customers.

Investing Activities

Our investing activities have consisted primarily of property and equipment purchases.

Net cash and cash equivalents used in investing activities during the year ended September 24, 2022 consisted of $18.0 million of purchased property and equipment.

Net cash and cash equivalents used in investing activities during the year ended September 25, 2021 consisted primarily of $12.2 million of purchased property and equipment.

Net cash and cash equivalents used in investing activities during the year ended September 26, 2020 consisted of $5.1 million of purchased property and equipment.

Financing Activities

Our financing activities have consisted of Class B-1 Preferred Unit member contributions as well as proceeds from the exercise of the vested warrants issued to Walmart as further described in Note 17, Stock-Based Compensation and Warrant Units to the consolidated financial statements appearing elsewhere in this Annual Report on Form 10-K, as well as the net proceeds received from the equity infusion from our Business Combination, offset by the purchase of interest from the noncontrolling interest, as further described in Note 3, Business Combination and Note 4, Noncontrolling Interests , respectively, to the consolidated financial statements appearing elsewhere in this Annual Report on Form 10-K.

In connection with the Business Combination, we received net proceeds of $384.7 million, which included (i) cash of $47.1 million that was held in SVF 3’s trust account from its initial public offering and SVF 3’s operating cash account, after giving effect to redemptions of SVF 3’s Class A ordinary shares held by SVF 3 public shareholders prior to the Business Combination, (ii) proceeds of $205.0 million from the PIPE Financing, (iii) proceeds of $200.0 million from the FPA Financing, and, (iv) the payment of SVF 3 and our transaction expenses of $30.3 million and $37.1 million, respectively.

Additionally, following the closing of the Business Combination, we purchased from an affiliated entity of the Symbotic Founder Common Units in New Symbotic Holdings for $300.0 million.

During the year ended September 24, 2022, Walmart gross exercised the 714,022 vested warrant units for Legacy Warehouse Class A Units for a total of $277.8 million.

As a result of this gross exercise, 714,022 shares of Legacy Warehouse Class A Common Units were issued to Walmart.

In connection with the Business Combination, the Class A Common Units attributable to Walmart’s warrant exercise converted into units in Symbotic Holdings and Symbotic Inc.

Class V-1 Common Stock.

There were no such transactions which generated cash flows from financing activities for the year ended September 25, 2021.

For the year ended September 26, 2020, cash and cash equivalents provided by financing activities consisted of $100.0 million of Class B-1 Preferred Unit member contributions.

Contractual Obligations and Commitments and Liquidity Outlook

We have historically been able to generate positive cash flow from operations, which has funded our operating activities and other cash requirements and has resulted in a cash balance of $353.5 million as of September 24, 2022.

Our cash requirements for the year ended September 24, 2022 were primarily related to capital expenditures and inventory purchases in order to deliver to our customers our warehouse automation systems in an orderly manner in line with our installation timeline as well as expenses related to our Business Combination.

Based on our present business plan, we expect our current cash and cash equivalents and our forecasted cash flows from operations to be sufficient to meet our foreseeable cash needs for at least the next 12 months.

Our foreseeable cash needs, in addition to our recurring operating expenses, include our expected capital expenditures to support expansion of our infrastructure and workforce, leases for office space, and minimum contractual obligations.

Our future capital requirements will depend on many factors, including our growth rate, the timing and extent of spending to support research and development efforts, the expansion of sales and marketing activities, the introduction of new and enhanced product and service offerings, and the cost of any future acquisitions of technology or businesses.

In the event that additional financing is required from outside sources, we may be unable to raise the funds on acceptable terms, if at all.

The following table summarizes our current and long-term material cash requirements as of September 24, 2022:

Payments due in:

Total Less than

1 Year 1-3 Years 3-5 Years More than

(in thousands)

Operating lease obligations $ 7,230 $ 2,301 $ 4,372 $ 557 $ —

Vendor commitments 756,953 725,866 31,087 — —

Total $ 764,183 $ 728,167 $ 35,459 $ 557 $ —

Critical Accounting Policies and Estimates

Our management’s discussion and analysis of financial condition and results of operations is based on our consolidated financial statements which have been prepared in accordance with accounting principles generally accepted in the United States of America.

In preparing our financial statements, we make estimates, assumptions, and judgments that can have a significant impact on our reported revenue, results of operations, and net income or loss, as well as on the value of certain assets and liabilities on our balance sheet during and as of the reporting periods.

These estimates, assumptions, and judgments are necessary because future events and their effects on our results and the value of our assets cannot be determined with certainty and are made based on our historical experience and on other assumptions that we believe to be reasonable under the circumstances.

These estimates may change as new events occur or additional information is obtained, and we may periodically be faced with uncertainties, the outcomes of which are not within our control and may not be known for a prolonged period of time.

Because the use of estimates is inherent in the financial reporting process, actual results could differ from those estimates.

We believe that the assumptions and estimates associated with the following critical accounting policies involve significant judgment and thus have the most significant potential impact on our Consolidated Financial Statements.

Revenue Recognition

We generate revenue from the sale of products and services.

A description of our revenue recognition policies is included in the Note 2, Summary of Significant Accounting Policies in the Notes to the Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K.

Although most of our sales agreements contain standard terms and conditions, certain agreements contain multiple performance obligations or non-standard terms and conditions.

For customer contracts that contain more than one performance obligation, we allocate the total transaction consideration to each performance obligation based on the relative stand-alone selling price of each performance obligation within the contract.

We rely on either observable standalone sales or an expected cost plus a margin approach to determine the standalone selling price of offerings, depending on the nature of the performance obligation.

As we further discuss in Note 2, Summary of Significant Accounting Policies in the Notes to the Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K, for contracts with customers entered into during fiscal year 2022 and 2021, revenue from the sales of our Systems is recognized over time as the asset created by our performance does not have alternative use to us and an enforceable right to payment for performance completed to date is present.

We recognize revenue as work progresses, using costs incurred to date relative to total estimated costs at completion.

Incurred costs represent work performed, which correspond with and best depict transfer of control to the customer.

Contract costs are incurred over a period of time, which can span multiple years, and the estimation of these costs requires management’s judgment.

Due to the nature of the work required to be performed on the Systems and our reliance on the availability and cost of materials required to be procured from third party vendors to build our Systems, the estimation of total revenue and cost at completion is complex, subject to many variables, and requires significant judgment on a contract-by-contract basis.

As part of this process, we review information including, but not limited to, any outstanding key contract matters, progress towards

completion and the related program schedule, identified risks and opportunities and the related changes in estimates of revenue and costs.

The risks and opportunities relate to our judgment about the installation delays or performance issues that may or may not be within our control.

Risks and opportunities may also relate to supply chain trends and commodity pricing, as well as changes in foreign currencies.

Changes in estimates of net sales, cost of sales, and the related impact to operating profit are recognized on a cumulative catch-up basis, which recognizes the cumulative effect of the profit changes on current and prior periods based on a performance obligation’s percentage of completion in the current period.

A significant change in one or more of these estimates could affect the profitability of one of more of our performance obligations and could have a material impact on our financial condition and results of operations.

Our warehouse automation systems generally carry a limited warranty that promises the customer that delivered products are as specified.

We do not consider these assurance-type warranties as a separate performance obligation and therefore, we account for such warranties under ASC 460, Guarantees .

Stock-based Compensation

Prior to the Business Combination, we had authorized five classes of membership interests, consisting of a class of common units known as the Class A Common Units (the “Class A Units”), a class of preferred units known as the Class B Preferred Units (the “Class B Units”), a class of preferred units known as the Class B-1 Preferred Units (the “Class B-1 Units”), a class of preferred units known as the Class B-2 Preferred Units (the “Class B-2 Units”, and together with the Class B Units and the Class B-1 Units, the “Preferred Units”) and an additional class of common units to be granted to employees, officers, and directors pursuant to an incentive plan, known as the Class C Common Units (the “Class C Units” and, together with the Class A Units, the “Common Units,” and the Common Units together with the Preferred Units, the “Units”).

Following the Business Combination, we have three classes of common stock, Class A Common Stock, Class V-1 Common Stock, and Class V-3 Common Stock.

As the Business Combination is accounted for as a reverse recapitalization, all periods prior to the Business Combination have been retroactively adjusted using the Exchange Ratio as stipulated by the Merger Agreement for the equivalent number of shares outstanding immediately after the Merger to effect the reverse recapitalization.

The Class A Units were converted into Common Stock using an exchange ratio of 61.28 per share, the Class B Units were converted into Common Stock using an exchange ratio of 47,508,300.00 per share, the Class B-1 Units were converted into Common Stock using an exchange ratio of 24,041,300.00 per share, and the Class C Units were converted into Common Stock using an exchange ratio of 58.15 per share.

This is presented within the consolidated statements of changes in redeemable preferred and common units and equity (deficit).

We typically issue restricted stock units (“RSUs”) as stock-based compensation.

For RSUs, the fair value is the closing market price of the stock on the date immediately preceding the grant.

We recognize compensation expense over the requisite service period for awards expected to vest.

We account for forfeitures as they occur, rather than applying an estimated forfeiture rate.

The graded-vesting method of expense recognition is applied to all awards with service-only conditions.

Certain RSUs involve stock to be issued upon the achievement of certain performance conditions.

Such RSUs become available, subject to time-based vesting conditions if, and to the extent that, financial performance criteria for the applicable period are achieved.

Accordingly, the number of RSUs earned will vary based on the level of achievement of financial performance objectives for the applicable period.

Until such time that our financial performance can ultimately be determined, each quarter we estimate the number of RSUs to be earned based on an evaluation of the probability of achieving the financial performance objectives.

Such estimates are revised, if necessary, in subsequent periods when the underlying factors change our evaluation of the probability of achieving the financial performance objectives.

Accordingly, stock-based compensation expense associated with performance-based RSUs may differ significantly from the amount recorded in the current period.

The assumptions used in calculating the fair value of stock-based compensation awards represents management’s best estimates, but these estimates involve inherent uncertainties and the application of management’s judgment.

As a result, if factors change and we use different assumptions, our stock-based compensation expense could be materially different in the future.

As there was no public market for our common units prior to the Business Combination, the estimated fair value of our Class C Units had been determined based on enterprise valuations performed by management with the assistance of a third-party valuation firm.

The third-party valuations of the Company’s common units were prepared in accordance with the American Institute of Certified Public Accountants’ Accounting and Valuation Guide, Valuation of Privately-Held-Company

Equity Securities Issued as Compensation (the “Practice Guide”), which prescribes several valuation approaches for determining the value of an enterprise, such as the cost, market, and income approaches, and various methodologies for allocating the value of an enterprise to its capital structure and specifically the common stock.

In accordance with the Practice Guide, the following methods of valuation were considered:

• Option Pricing Method (“OPM”) – The OPM estimates the value of the common equity using the various inputs in the Black-Scholes option pricing model.

The OPM treats the rights of the holders of common units as equivalent to that of call options on any value of the enterprise above certain break points of value based upon the liquidation preferences of the holders of our preferred units, as well as their rights to participation.

Thus, the value of the common units can be determined by estimating the value of its portion of each of these call option rights.

Under this method, the common units have value only if the funds available for distribution to the common unitholders exceed the value of the liquidation preferences of the preferred unitholders at the time of a liquidity event, such as a merger or sale.

Given that the common unit represents a non-marketable equity interest in a private enterprise, an adjustment to the preliminary value estimates is made to account for the lack of liquidity that a unitholder experiences.

This adjustment is commonly referred to as a discount for lack of marketability.

• Probability-Weighted Expected Return Method (“PWERM”) – The PWERM is a scenario-based analysis that estimates the value per unit based on the probability-weighted present value of expected future investment returns, considering each of the possible outcomes considered by us, as well as the economic and control rights of each class of units.

• Hybrid Method (“Hybrid Method”) – The Hybrid Method is a weighted-average method that combines elements of both the OPM and PWERM methods.

Weighting allocations are assigned to the OPM and PWERM methods factoring in possible future liquidity events.

The OPM was utilized for the independent third-party valuation of our Class C Units as of September 26, 2020.

Subsequently, because of our improved visibility into the timing of a potential initial public offering (“IPO”), the Hybrid Method was utilized for the independent third-party valuation of our Class C Units beginning in the third fiscal quarter of 2021.

Equity value for each liquidity event scenario utilized under the Hybrid Method valuation was weighted based on a probability of each event’s occurrence.

In our Hybrid Method, two types of future event scenarios were considered:

an IPO and a non-IPO scenario accounting for all other potential future exits.

Under both scenarios, the enterprise value was determined using a combination of the income approach, specifically a discounted cash flow analysis, and the market approach, specifically the similar transactions method and public company market multiple method.

The relative probabilities between the future exit scenarios were based on an analysis of performance and market conditions at the time, including then-current IPO valuations of similarly situated companies and expectations as to the timing and likely prospects of future event scenarios.

As the Class C Units contained a redemption feature outside of our control, the Class C Units were classified outside of permanent members’ deficit and the carrying value of Class C Units was adjusted to redemption value at each reporting period through a charge to members’ deficit (until such time as the Class C Units were redeemed or forfeited).

As noted above, in connection with the Business Combination, the Class C Units were converted into Common Stock using an exchange ratio of 58.15 per share.

Value Appreciation Units (“VAP Units”) may be exercised for a cash payment equal to the appreciation in the fair market value of 1/100th of a Class C Unit and are subject to three exercisability triggers before any vested award may be exercised, with the achievement of each trigger allowing one third of the vested award to be exercised.

Because the VAP Units are settleable in cash, they are treated as liability classified awards.

Accordingly, the carrying value of the liability is adjusted to fair value at each reporting period through a charge to earnings (until such time as the VAP Units are settled or forfeited).

Further, the exercisability triggers noted above represent performance conditions that impact the vesting of the awards.

Accordingly, compensation expense is not recognized until such time as the performance conditions are considered probable of achievement.

In the fourth quarter of fiscal year 2022, all outstanding VAP Units were converted into restricted stock units, and treated as a modification in accordance with ASC 718, Compensation - Stock Compensation , which resulted in a charge to additional paid-in capital of $24.4 million.

Warrant transactions

Warrants to purchase Class A Units may be accounted for as either liability or equity instruments depending on the terms of the warrant agreements.

The warrants issued by us are accounted for as equity instruments due to our ability to settle the

warrants through the issuance of units and the absence of terms which would require liability classification, including the rights of the grantee to require cash settlement.

We classify these equity instruments within additional paid-in capital on the consolidated balance sheets.

Warrants to purchase units accounted for as equity instruments represent the warrants issued to Walmart as discussed in Note 17, Stock -Based Compensation and Warrant Units .

As of September 27, 2020, we adopted FASB Accounting Standards Update 2019-08, Compensation—Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606) (“ASU 2019-08”), which requires entities to measure and classify share-based payment awards granted to a customer by applying the guidance under Topic 718.

In order to calculate warrant charges, we used the Black-Scholes pricing model, which required key inputs including volatility and risk-free interest rate and certain unobservable inputs for which there is little or no market data, requiring us to develop our own assumptions.

We estimated the fair value of unvested warrants, considered to be probable of vesting, at the time.

Based on that estimated fair value, we determined warrant charges, which were recorded as a reduction of the transaction price.

Off-Balance Sheet Arrangements:

As of September 24, 2022, we had no off-balance sheet arrangements as defined in Instruction 8 to Item 303(b) of Regulation S-K.

Recently Adopted Accounting Pronouncements

See Note 2 to the accompanying consolidated financial statements included elsewhere in this Annual Report on Form 10-K for a description of recently adopted accounting standards.

Recently Issued Accounting Pronouncements

See Note 2 to the accompanying consolidated financial statements included elsewhere in this Annual Report on Form 10-K for a description of certain recently issued accounting standards which may impact our financial statements in future reporting periods.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 7. Management’s Discussion and Analysis