10-Q

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 June 30, 2022


☐	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: 001-39768

Berkshire Grey, Inc.

(Exact Name of Registrant as Specified in its Charter)


Delaware	85-2994421
( State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
140 South Road Bedford, MA	01730
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (833) 848-9900

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	BGRY	The NASDAQ Stock Market LLC
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share	BGRYW	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 ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes ☒ No ☐

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

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. ☐

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

As of August 9, 2022, the registrant had 228,636,224 shares of Class A common stock, par value $0.0001 per share, and 5,750,000 shares of Class C common stock, par value $0.0001 per share, issued and outstanding.

Table of Contents


		Page
PART I.	FINANCIAL INFORMATION	1
Item 1.	Financial Statements (Unaudited)	1
	Consolidated Balance Sheets	1
	Consolidated Statements of Operations and Comprehensive Loss	2
	Consolidated Statements of Mezzanine Equity and Stockholders’ Equity (Deficit)	3
	Consolidated Statements of Cash Flows	5
	Notes to Unaudited Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	30
Item 4.	Controls and Procedures	30
PART II.	OTHER INFORMATION	32
Item 1.	Legal Proceedings	32
Item 1A.	Risk Factors	32
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	32
Item 3.	Defaults Upon Senior Securities	32
Item 4.	Mine Safety Disclosures	32
Item 5.	Other Information	32
Item 6.	Exhibits	33
Signatures		34

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

BERKSHIRE GREY, INC.

Consolidated Balance Sheets

(Unaudited)

(in thousands, except for share data)


	June 30,			December 31,
	2022			2021
ASSETS
Current assets:
Cash and cash equivalents	$	108,363		$	171,089
Accounts receivable		10,937			13,291
Inventories, net		5,211			2,641
Deferred fulfillment costs (see Note 8 for related party transactions)		16,528			7,689
Prepaid expenses		3,161			5,138
Other current assets		2,840			5,078
Total current assets		147,040			204,926
Property and equipment, net		9,857			10,874
Operating lease right-of-use assets		7,933			—
Restricted cash		754			862
Other non-current assets		830			22
Total assets	$	166,414		$	216,684
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	7,833		$	6,766
Accrued expenses		11,791			15,659
Contract liabilities		25,707			19,216
Other current liabilities		973			146
Total current liabilities		46,304			41,787
Share-based compensation liability		2,655			15,435
Warrant liabilities		3,539			13,277
Operating lease liabilities, noncurrent		9,130			—
Other non-current liabilities		—			1,954
Total liabilities	$	61,628		$	72,453
Stockholders’ equity:
Common stock – Class A shares, $0.0001 par value; 385,000,000 shares authorized as of June 30, 2022 and December 31, 2021, 228,047,915 and 225,428,187 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively; Class C shares, par value $0.0001, 5,750,000 shares issued and outstanding as of June 30, 2022 and December 31, 2021		24			24
Additional paid-in capital		462,436			449,307
Accumulated deficit		(357,634	)		(305,084	)
Accumulated other comprehensive (loss)		(40	)		(16	)
Total stockholders’ equity		104,786			144,231
Total liabilities and stockholders’ equity	$	166,414		$	216,684

The accompanying notes are an integral part of these unaudited consolidated financial statements.

BERKSHIRE GREY, INC.

Consolidated Statements of Operations and Comprehensive Loss

(Unaudited)

(in thousands, except for share data)


	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2022			2021			2022			2021
Revenue (see Note 8 for related party transactions)	$	23,448		$	4,503		$	28,940		$	8,468
Cost of revenue (see Note 8 for related party transactions)		26,411			5,240			33,107			9,938
Gross loss		(2,963	)		(737	)		(4,167	)		(1,470	)
Operating expenses:
General and administrative expense		7,004			4,710			14,666			8,853
Sales and marketing expense		2,565			10,540			4,054			38,023
Research and development expense		18,927			15,741			39,270			28,051
Total operating expenses		28,496			30,991			57,990			74,927
Loss from operations		(31,459	)		(31,728	)		(62,157	)		(76,397	)
Other income (expense):
Interest income, net		6		3				13			14
Change in fair value of warrant liabilities		2,555			—			9,738			—
Other (expense), net		(50	)		(22	)		(98	)		(42	)
Net loss before income taxes		(28,948	)		(31,747	)		(52,504	)		(76,425	)
Income tax		36			7			46			12
Net loss	$	(28,984	)	$	(31,754	)	$	(52,550	)	$	(76,437	)
Other comprehensive loss:
Net foreign currency translation adjustments		(17	)		—			(40	)		(6	)
Total comprehensive loss	$	(29,001	)	$	(31,754	)	$	(52,590	)	$	(76,443	)
Net loss per common share (Class A and C) – basic and diluted	$	(0.12	)	$	(1.40	)	$	(0.23	)	$	(3.44	)
Weighted average shares outstanding – basic and diluted		233,094,040			22,731,043			232,545,566			22,220,455

The accompanying notes are an integral part of these unaudited consolidated financial statements.

BERKSHIRE GREY, INC.

Consolidated Statements of Mezzanine Equity and Stockholders’ Equity (Deficit)

(Unaudited)

(in thousands, except share data)


	Mezzanine equity				Common stock								Additional paid-in		Accumulated			Accumulated other comprehensive			Total stockholders’
	Shares		Amount		Class A Shares		Amount		Class C Shares		Amount		capital		deficit			income (loss)			equity/deficit
Balance – December 31, 2021		—	$	—		225,428,187	$	24		5,750,000	$	—	$	449,307	$	(305,084	)	$	(16	)	$	144,231
Proceeds from exercise of stock options		—		—		1,296,415		—		—		—		823		—			—			823
Reclassification of restricted stock to equity		—		—		—		—		—		—		706		—			—			706
Stock-based compensation														4,408								4,408
Other comprehensive loss		—		—		—		—		—		—		—		—			(7	)		(7	)
Net loss		—		—		—		—		—		—		—		(23,566	)		—			(23,566	)
Balance – March 31, 2022		—		—		226,724,602		24		5,750,000		—		455,244		(328,650	)		(23	)		126,595
Proceeds from exercise of stock options and vesting of RSUs		—		—		1,323,313		—		—		—		1,005		—			—			1,005
Reclassification of restricted stock to equity		—		—		—		—		—		—		2,138		—			—			2,138
Stock-based compensation		—		—		—		—		—		—		4,049		—			—			4,049
Other comprehensive loss														—					(17	)		(17	)
Net loss		—		—		—		—		—		—		—		(28,984	)		—			(28,984	)
Balance – June 30, 2022		—		—		228,047,915		24		5,750,000		—		462,436		(357,634	)		(40	)		104,786

Balance – December 31, 2020		28,207,674	$	223,442		3,623,109	$	3		—	$	—	$	17,578	$	(151,704	)	$	1		$	(134,122	)
Retroactive application of recapitalization due to Merger (See note 3)
Mezzanine Equity		137,536,388		—		—		—		—		—		—		—			—			—
Common Stock		—		—		17,665,736		—		—		—		—		—			—			—
Balance - December 31, 2020, after effect of Merger		165,744,062		223,442		21,288,845		3		—		—		17,578		(151,704	)		1			(134,122	)
Proceeds from exercise of stock options		—		—		1,347,220		—		—		—		278		—			—			278
Stock-based compensation		—		—		—		—		—		—		1,165		—			—			1,165
Other comprehensive income (loss)		—		—		—		—		—		—		—		—			(6	)		(6	)
Net loss		—		—		—		—		—		—		—		(44,683	)		—			(44,683	)


Balance – March 31, 2021	165,744,062	$	223,442	22,636,065	$	3	—	$	—	$	19,021	$	(196,387	)	$	(5	)	$	(177,368	)
Proceeds from exercise of stock options	—		—	253,149		—	—		—		217		—			—			217
Reclassification of restricted stock to equity