SEC Form 10-Q filed by Symbotic Inc.

2/5/25 4:06:17 PM ET

Industrial Machinery/Components

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 28, 2024


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______ to

Commission file number 001-40175

SYMBOTIC INC.

(Exact name of registrant as specified in its charter)

Delaware

98-1572401

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

200 Research Drive

Wilmington, MA 01887

(978) 284-2800

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A common stock, par value $0.0001 per share

SYM

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		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. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No ☒

As of February 3, 2025, the following shares of common stock were outstanding:

107,704,510 shares of Class A common stock, par value $0.0001 per share

76,378,094 shares of Class V-1 common stock, par value $0.0001 per share

404,309,196 shares of Class V-3 common stock, par value $0.0001 per share


	TABLE OF CONTENTS
		Page
	Part I - Financial Information
Item 1.	Financial Statements	1
	Unaudited Condensed Consolidated Financial Statements	1
	Unaudited Condensed Consolidated Balance Sheets as of December 28 , 202 4 and September 28 , 202 4	1
	Unaudited Condensed Consolidated Statements of Operations for the Three Months Ended December 2 8 , 202 4 and December 30 , 202 3	3
	Unaudited Condensed Consolidated Statements of Comprehensive Loss for the Three Months Ended December 28 , 202 4 and December 30 , 202 3	4
	Unaudited Condensed Consolidated Statements of Changes in Equity (Deficit) for the Three Months Ended December 28 , 202 4 and December 30 , 202 3	5
	Unaudited Condensed Consolidated Statements of Cash Flows for the Three Months Ended December 28 , 202 4 and December 30 , 202 3	6
	Notes to Unaudited Condensed Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	33
Item 4.	Controls and Procedures	34
	Part II - Other Information
Item 1.	Legal Proceedings	35
Item 1A.	Risk Factors	36
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	36
Item 3.	Defaults Upon Senior Securities	36
Item 4.	Mine Safety Disclosures	36
Item 5.	Other Information	36
Item 6.	Exhibits	37
	Signatures	38

CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements include, but are not limited to, our expectations or predictions of future financial or business performance or conditions. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Generally, statements that are not historical facts, including statements concerning our possible or assumed future actions, business strategies, events or results of operations, are forward-looking statements. These statements may be preceded by, followed by or include the words “believes,” “estimates,” “expects,” “projects,” “forecasts,” “may,” “will,” “should,” “seeks,” “plans,” “scheduled,” “anticipates,” or “intends” or similar expressions.

Forward-looking statements contained in this Quarterly Report on Form 10-Q include, but are not limited to, statements about our ability to, or expectations that Symbotic will:

•meet the technical requirements of existing or future supply agreements with its customers, including with respect to existing backlog;

•expand its target customer base and maintain its existing customer base;

•realize the benefits expected from the acquisition of Walmart’s Advanced Systems and Robotics business, the GreenBox joint venture, the Commercial Agreement with GreenBox, Symbotic’s acquisitions of developed technology intangible assets, and the commercial agreement with Walmart de México y Centroamérica;

•realize its outlook, including its system gross margin;

•anticipate industry trends;

•maintain and enhance its system;

•maintain the listing of the Symbotic Class A Common Stock on Nasdaq;

•execute its growth strategy;

•develop, design and sell systems that are differentiated from those of competitors;

•execute its research and development strategy;

•acquire, maintain, protect and enforce intellectual property;

•attract, train and retain effective officers, key employees or directors;

•comply with laws and regulations applicable to its business;

•stay abreast of modified or new laws and regulations applying to its business;

•successfully defend litigation;

•issue equity securities in connection with future transactions;

•meet future liquidity requirements and, if applicable, comply with restrictive covenants related to long-term indebtedness;

•timely and effectively remediate any material weaknesses in its internal control over financial reporting;

•anticipate rapid technological changes; and

•effectively respond to general economic and business conditions.

Forward-looking statements made in this Quarterly Report on Form 10-Q also include, but are not limited to, statements with respect to:

•the future performance of Symbotic’s business and operations;

•expectations regarding revenues, expenses, adjusted EBITDA and anticipated cash needs;

•expectations regarding cash flow, liquidity and sources of funding;

•expectations regarding capital expenditures;

•the anticipated benefits of Symbotic’s leadership structure;

•the effects of pending and future legislation;

•business disruption;

•disruption to the business due to Symbotic’s dependency on certain customers;

•increasing competition in the warehouse automation industry;

•any delays in the design, production or launch of Symbotic’s systems and products;

•the failure to meet customers’ requirements under existing or future contracts or customer’s expectations as to price or pricing structure;

•any defects in new products or enhancements to existing products;

•the fluctuation of operating results from period to period due to a number of factors, including the pace of customer adoption of Symbotic’s new products and services and any changes in its product mix that shift too far into lower gross margin products; and

•any consequences associated with joint ventures and legislative and regulatory actions and reforms.

Such forward-looking statements involve risks and uncertainties that may cause actual events, results or performance to differ materially from those indicated by such statements. Certain of these risks are identified and discussed in other sections of this Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (“SEC”) on December 4, 2024. These risk factors will be important to consider in determining future results and should be reviewed in their entirety. These forward-looking statements are expressed in good faith, and we believe there is a reasonable basis for them. However, there can be no assurance that the events, results or trends identified in these forward-looking statements will occur or be achieved. Forward-looking statements are provided for the purposes of assisting the reader in understanding our financial performance, financial position and cash flows as of and for periods ended on certain dates and to present information about management’s current expectations and plans relating to the future, and the reader is cautioned not to place undue reliance on these forward-looking statements because of their inherent uncertainty and to appreciate the limited purposes for which they are being used by management. While we believe that the assumptions and expectations reflected in the forward-looking statements are reasonable based on information currently available to management, there is no assurance that such assumptions and expectations will prove to have been correct.

The forward-looking statements made in this Quarterly Report on Form 10-Q relate only to events as of the date on which the statements are made and are based on the beliefs, estimates, expectations and opinions of management on that date. We are not under any obligation, and expressly disclaim any obligation, to update, alter or otherwise revise any forward-looking statements made in this Quarterly Report on Form 10-Q, whether as a result of new information, future events or otherwise, except as required by law.

In addition to factors previously disclosed in our Annual Report on Form 10-K filed with the SEC on December 4, 2024, and those identified elsewhere in this Quarterly Report on Form 10-Q, the following factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance: failure to realize the benefits expected from adding to Symbotic’s base of outsourcing partners and the effects of pending and future legislation.

Annualized and estimated numbers are not forecasts and may not reflect actual results.

In this Quarterly Report on Form 10-Q, the terms “Symbotic,” “we,” “us,” and “our” refer to Symbotic Inc. and its subsidiaries, unless the context indicates otherwise.

iii


	December 28, 2024		September 28, 2024
ASSETS
Current assets:
Cash and cash equivalents	$	903,034	$	727,310
Accounts receivable	134,391		201,548
Unbilled accounts receivable	223,349		218,233
Inventories	108,691		106,136
Deferred expenses	3,221		1,058
Prepaid expenses and other current assets	85,740		101,252
Total current assets	1,458,426		1,355,537
Property and equipment, net	105,079		97,109
Intangible assets, net	14,949		3,664
Equity method investment	85,946		81,289
Other assets	51,222		40,953
Total assets	$	1,715,622	$	1,578,552
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	206,324	$	175,188
Accrued expenses	203,353		165,644
Deferred revenue	787,174		676,314
Total current liabilities	1,196,851		1,017,146
Deferred revenue	76,712		129,233
Other liabilities	48,134		42,043
Total liabilities	1,321,697		1,188,422

Commitments and contingencies (Note 13)	—		—

Equity:
Class A Common Stock, 3,000,000,000 shares authorized, 106,521,915 and 104,689,377 shares issued and outstanding at December 28, 2024 and September 28, 2024, respectively	13		13
Class V-1 Common Stock, 1,000,000,000 shares authorized, 76,588,618 and 76,965,386 shares issued and outstanding at December 28, 2024 and September 28, 2024, respectively	7		7


Class V-3 Common Stock, 450,000,000 shares authorized, 404,309,196 and 404,309,196 shares issued and outstanding at December 28, 2024 and September 28, 2024, respectively	40		40
Additional paid-in capital	1,526,573		1,523,692
Accumulated deficit	(1,327,401)		(1,323,925)
Accumulated other comprehensive loss	(2,696)		(2,594)
Total stockholders' equity	196,536		197,233
Noncontrolling interest	197,389		192,897
Total equity	393,925		390,130
Total liabilities and equity	$	1,715,622	$	1,578,552


	For the Three Months Ended
	December 28, 2024		December 30, 2023
Revenue:
Systems	$	464,059	$	347,705
Software maintenance and support	5,525		2,169
Operation services	17,109		10,069
Total revenue	486,693		359,943
Cost of revenue:
Systems	381,819		283,946
Software maintenance and support	1,884		1,726
Operation services	22,951		10,214
Total cost of revenue	406,654		295,886
Gross profit	80,039		64,057
Operating expenses:
Research and development expenses	43,592		42,144
Selling, general, and administrative expenses	61,076		47,012
Total operating expenses	104,668		89,156
Operating loss	(24,629)		(25,099)
Other income, net	7,823		6,199
Loss before income tax and equity method investment	(16,806)		(18,900)
Income tax expense	(150)		(172)
Loss from equity method investment	(1,564)		—
Net loss	(18,520)		(19,072)
Net loss attributable to noncontrolling interests	(15,044)		(16,236)
Net loss attributable to common stockholders	$	(3,476)	$	(2,836)

Loss per share of Class A Common Stock:
Basic and Diluted	$	(0.03)	$	(0.03)
Weighted-average shares of Class A Common Stock outstanding:
Basic and Diluted	106,098,566		83,320,943


	Three Months Ended December 28, 2024
	Class A Common Stock			Class V-1 Common Stock			Class V-3 Common Stock			Additional Paid-in Capital		Accumulated Other Comprehensive Loss		Accumulated Deficit		Noncontrolling Interest		Total Equity (Deficit)
	Shares	Amount		Shares	Amount		Shares	Amount
Balance at September 28, 2024	104,689,377	$	13	76,965,386	$	7	404,309,196	$	40	$	1,523,692	$	(2,594)	$	(1,323,925)	$	192,897	$	390,130
Net loss	—	—		—	—		—	—		—		—		(3,476)		(15,044)		(18,520)
Issuance of common stock under stock plans, net of shares withheld for employee taxes	1,652,671	—		—	—		—	—		(3,012)		—		—		—		(3,012)
Exchange of Class V-1 common stock	179,867	—		(179,867)	—		—	—		1,044		—		—		(1,044)		—
Cancellation of Class V-1 common stock	—	—		(196,901)	—		—	—		—		—		—		—		—
Stock-based compensation	—	—		—	—		—	—		4,849		—		—		21,891		26,740
Other comprehensive loss	—	—		—	—		—	—		—		(102)		—		(461)		(563)
Distribution to Symbotic Holdings LLC partners	—	—		—	—		—	—		—		—		—		(850)		(850)
Balance at December 28, 2024	106,521,915	$	13	76,588,618	$	7	404,309,196	$	40	$	1,526,573	$	(2,696)	$	(1,327,401)	$	197,389	$	393,925


	Three Months Ended December 30, 2023
	Class A Common Stock			Class V-1 Common Stock			Class V-3 Common Stock			Additional Paid-in Capital - Warrants		Additional Paid-in Capital		Accumulated Other Comprehensive Loss		Accumulated Deficit		Noncontrolling Interest		Total Equity (Deficit)
	Shares	Amount		Shares	Amount		Shares	Amount
Balance at September 30, 2023	82,112,881	$	8	66,931,097	$	7	407,528,941	$	41	$	58,126	$	1,254,022	$	(1,687)	$	(1,310,435)	$	(2,798)	$	(2,716)
Net loss	—	—		—	—		—	—		—		—		—		(2,836)		(16,236)		(19,072)
Issuance of common stock under stock plans, net of shares withheld for employee taxes	665,842	—		—	—		—	—		—		(8)		—		—		(50)		(58)
Exchange of Class V-1 and V-3 common stock	2,327,865	2		(1,311,865)	(2)		(1,016,000)	—		—		(536)		—		—		536		—
Stock-based compensation	—	—		—	—		—	—		—		4,375		—		—		25,087		29,462
Other comprehensive loss	—	—		—	—		—	—		—		—		(83)		—		(468)		(551)
Exercise of warrants	—	—		15,870,411	3		—	—		(58,126)		—		—		—		216,828		158,705
Balance at December 30, 2023	85,106,588	$	10	81,489,643	$	8	406,512,941	$	41	$	—	$	1,257,853	$	(1,770)	$	(1,313,271)	$	222,899	$	165,770


Non-cash activities:
Operating lease right-of-use assets obtained in exchange for operating lease liabilities	$	7,988	$	5,818
Transfer of equipment from inventories to property and equipment	$	7,982	$	—


	Three Months Ended
	December 28, 2024		December 30, 2023
Cash and cash equivalents	$	903,034	$	485,952
Restricted cash classified in:
Prepaid expenses and other current assets	870		—
Other assets	2,182		2,150
Cash, cash equivalents, and restricted cash shown in the statement of cash flows	$	906,086	$	488,102


	Class A Common Stock	Class V-1 and Class V-3 Common Stock	Total	Class A Common Stock		Class V-1 and Class V-3 Common Stock		Total
Balance at September 28, 2024	104,689,377	481,274,582	585,963,959
Issuances	1,652,671	—	1,652,671
Exchanges	179,867	(179,867)	—
Cancellations	—	(196,901)	(196,901)
Balance at December 28, 2024	106,521,915	480,897,814	587,419,729	18.1	%	81.9	%	100	%


	December 28, 2024		September 28, 2024
ROU assets:
Other long-term assets	$	21,925	$	15,257

Lease Liabilities:
Accrued expenses and other current liabilities	$	2,244	$	1,647
Other long-term liabilities	22,515		16,076
Total lease liabilities	$	24,759	$	17,723


	December 28, 2024
Remaining fiscal year 2025	$	2,849
Fiscal year 2026	5,293
Fiscal year 2027	5,130
Fiscal year 2028	5,299
Fiscal year 2029	5,473
Thereafter	7,099
Total future minimum payments	$	31,143
Less: Implied interest	(6,384)
Total lease liabilities	$	24,759


	December 28, 2024		September 28, 2024
Raw materials and components	$	82,022	$	72,279
Work in process	4,435		4,538
Finished goods	22,234		29,319
Total inventories	$	108,691	$	106,136


	December 28, 2024								September 28, 2024
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Assets:
Money market funds	$	787,697	$	—	$	—	$	787,697	$	712,958	$	—	$	—	$	712,958
Warrant fair value	—		12,308		—		12,308		—		12,308		—		12,308
Total assets	$	787,697	$	12,308	$	—	$	800,005	$	712,958	$	12,308	$	—	$	725,266


	Three Months Ended
	December 28, 2024		December 30, 2023
Balance at beginning of period	$	31,935	$	18,948
Provision	7,320		6,195
Warranty usage	(2,392)		(2,820)
Balance at end of period	$	36,863	$	22,323


	December 28, 2024		September 28, 2024
Computer equipment and software, furniture and fixtures, and test and other equipment	$	128,072	$	114,515
Internal use software	6,753		7,141
Leasehold improvements	10,129		9,576
Total property and equipment	144,954		131,232
Less accumulated depreciation	(39,875)		(34,123)
Property and equipment, net	$	105,079	$	97,109


	Developed Technology
Balance at December 28, 2024, gross	$	15,861
Accumulated amortization	(912)
Balance at December 28, 2024, net	$	14,949


	Total
Fiscal year 2025	$	3,963
Fiscal year 2026	5,285
Fiscal year 2027	5,037
Fiscal year 2028	664
Total	$	14,949


	December 28, 2024
	Investments in Unconsolidated VIE		Symbotic's Maximum Exposure to Loss
GreenBox Systems LLC	$	85,946	$	1,635,200


	For the Three Months Ended				Change
	December 28, 2024		December 30, 2023		Amount		%
	(dollars in thousands)
Systems	$	464,059	$	347,705	$	116,354	33	%
Software maintenance and support	5,525		2,169		3,356		155	%
Operation services	17,109		10,069		7,040		70	%
Total revenue	$	486,693	$	359,943	$	126,750	35	%


	Change
	(in thousands)
Employee-related costs	$	(2,616)
Prototype-related costs, allocated overhead expenses, and other	4,064
	$	1,448


Gross profit margin	16.4	%	17.8	%
Adjusted gross profit margin	17.7	%	18.8	%


			Payments due in:
	Total		Less than 1 Year		1-3 Years		3-5 Years		More than 5 Years
	(in thousands)
Vendor commitments	$	1,265,047	$	1,255,380	$	9,667	$	—	$	—


#			Indicates management contract or compensatory plan
*			Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Item 1.01 of Form 8-K and Item 601(a)(5) of Regulation S-K. The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.
++			Certain confidential information contained in this document, marked by brackets and asterisks, has been omitted pursuant to Item 1.01 of Form 8-K and Item 601(b)(10)(iv) of Regulation S-K, because Symbotic customarily and actually treats such information as private or confidential and the omitted information is not material.


Symbotic Inc.

By:			/s/ Maria G. Freve
Name:			Maria G. Freve
Title:			Vice President, Controller and Chief Accounting Officer (Principal Accounting Officer)

SEC Form 10-Q filed by Symbotic Inc.

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Date	Price Target	Rating	Analyst
2/6/2025		Outperform → Mkt Perform	Raymond James
1/16/2025	$35.00	Outperform	Oppenheimer
1/13/2025	$37.00	Buy	Citigroup
1/8/2025	$35.00	Neutral → Buy	DA Davidson
11/27/2024	$25.00	Buy → Hold	Craig Hallum
11/27/2024		Overweight → Sector Weight	KeyBanc Capital Markets
11/27/2024	$50.00 → $35.00	Buy → Neutral	DA Davidson
7/23/2024	$45.00	Hold	Vertical Research