Washington, D.C. 20549
Pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 1, 2023
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of
incorporation or organization)
File Number)
(I.R.S. Employer
Identification Number)
200 Research Drive
Wilmington, MA
(Address of principal executive offices)(Zip Code)
(978) 284-2800
Registrant’s telephone number, including area code
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Name of each exchange
on which registered
Class A common stock, par value $0.0001 per shareSYMThe Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Item 2.02Results of Operations and Financial Condition
On May 1, 2023, Symbotic Inc. issued a press release announcing its financial results and other information for the fiscal quarter ended March 25, 2023. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.
Item 9.01Financial Statements and Exhibits.
104Cover Page Interactive Data File (embedded within the Inline XBRL document)

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: May 1, 2023
Symbotic Inc.
By:/s/ Thomas Ernst
Name:Thomas Ernst
Title:Chief Financial Officer and Treasurer

Exhibit 99.1
Symbotic Reports Second Quarter Fiscal 2023 Results

Revenue Growth Accelerates to 177% Year-Over-Year
Reached Significant Outsourcing and Resource Rationalization Milestones
Initiated Seven New System Deployments

Wilmington, Massachusetts (May 1, 2023) -- Symbotic Inc. (Nasdaq: SYM), a leader in A.I.-enabled robotics technology for the supply chain, today announced financial results for its second fiscal quarter ended March 25, 2023. Symbotic posted revenue of $266.9 million, a net loss of $55.4 million and an adjusted EBITDA loss1 of $11.2 million for the second quarter of fiscal 2023. In the same quarter of fiscal 2022, Symbotic had revenue of $96.3 million, a net loss of $29.9 million and an adjusted EBITDA loss1 of $26.2 million. Cash, cash equivalents, restricted cash and marketable securities on hand increased by $17.1 million from the prior quarter to $464.6 million at the end of the second quarter.
“Our second quarter results reflect continued execution to our growth plan. During the quarter we advanced our transition to outsourcing partnerships to successfully complete installations of our current system at multiple customer sites and achieved a three-fold increase of deployments in progress since last year,” said Symbotic Chairman and Chief Executive Officer, Rick Cohen. “Our ability to scale at this pace, while continuing to innovate, positions us to be the leader in transforming the supply chain.”
“Revenue growth accelerated, and operating leverage improved during the second quarter, as we completed one system and initiated seven new system deployments,” said Symbotic Chief Financial Officer, Tom Ernst. “During the quarter, we continued to scale for growth and invest in innovation. Our transition to outsourcing led to an $8.4 million severance and restructuring charge as we ceased manufacturing activities in Montreal and curtailed manufacturing capacity in Wilmington, Massachusetts.”
For the third quarter of fiscal 2023, Symbotic expects revenue of $245 million to $265 million. The company also expects an adjusted EBITDA1 loss2 of $11 million to $8 million, compared to a $21.8 million adjusted EBITDA1 loss in the third quarter of fiscal 2022.
Symbotic will host a webcast today at 5:00 pm EST to discuss its second quarter fiscal 2023 results. The webcast link is:
1 Adjusted EBITDA (earnings before interest, taxes, depreciation, and amortization) is a non-GAAP measure as defined below under “Use of Non-GAAP Financial Information.” See the tables below for reconciliations to net loss, the most comparable GAAP measure.
2 Symbotic is not providing guidance for net loss, which is the most comparable GAAP financial measure to adjusted EBITDA, because information reconciling forward-looking adjusted EBITDA to net loss is unavailable to it without unreasonable effort. Symbotic is not able to provide reconciliations of adjusted EBITDA to GAAP financial measures because certain items required for such reconciliations are outside of Symbotic’s control and/or cannot be reasonably predicted, such as the provision for stock-based compensation.

Symbotic is an automation technology leader reimagining the supply chain with its end-to-end, A.I.-powered robotic and software platform. Symbotic reinvents the warehouse as a strategic asset for the world’s largest retail, wholesale, and food & beverage companies. Applying next-generation technology, high-density storage and machine learning to solve today's complex distribution challenges, Symbotic enables companies to move goods with unmatched speed, agility, accuracy and efficiency. As the backbone of commerce, Symbotic transforms the flow of goods and the economics of the supply chain for its customers. For more information, visit
Symbotic reports its financial results in accordance with Generally Accepted Accounting Principles in the United States (“U.S. GAAP”). This press release contains financial measures that are not recognized under U.S. GAAP (“non-GAAP”), including adjusted EBITDA and adjusted gross profit. These non-GAAP measures have limitations as an analytical tool as they do not have a standardized meaning prescribed by U.S. GAAP. The non-GAAP financial measures Symbotic uses may not be the same non-GAAP financial measures, and may not be calculated in the same manner, as that of other companies and, therefore, are unlikely to be comparable to similar measures presented by other companies. Rather, these non-GAAP measures are provided as a supplement to corresponding U.S. GAAP measures to provide additional information regarding the results of operations from management’s perspective. Accordingly, non-GAAP measures should not be considered a substitute for, in isolation from, or superior to, the financial information prepared and presented in accordance with U.S. GAAP. All non-GAAP measures presented in this press release are reconciled to their closest reported U.S. GAAP measures. Symbotic recommends that investors review the reconciliation of these non-GAAP measures to the most directly comparable GAAP financial measures provided in the financial statement tables included below in this press release, and not rely on any single financial measure to evaluate its business.
Symbotic defines adjusted EBITDA, a non-GAAP financial measure, as GAAP net loss excluding the following items: interest income; income taxes; depreciation and amortization of tangible and intangible assets; stock-based compensation; business combination transaction expenses; CEO transition charges; restructuring; and other items that may arise from time to time. Symbotic defines adjusted gross profit, a non-GAAP financial measure, as GAAP gross profit excluding the following items: depreciation, stock-based compensation and restructuring. In addition to Symbotic’s financial results determined in accordance with U.S. GAAP, Symbotic believes that adjusted EBITDA and adjusted gross profit non-GAAP financial measures are useful in evaluating the performance of Symbotic’s business because they highlight trends in its core business.
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 including, but not limited to, Symbotic’s 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, backlog 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 include, but are not limited to, statements about the ability of or expectations regarding Symbotic to:
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;
anticipate industry trends;

maintain and enhance its platform;
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 our internal control over financial reporting;
anticipate rapid technological changes; and
effectively respond to general economic and business conditions.

Forward-looking statements also include, but are not limited to, statements with respect to:
the future performance of our business and operations;
expectations regarding revenues, expenses, adjusted EBITDA loss and anticipated cash needs;
expectations regarding cash flow, liquidity and sources of funding;
expectations regarding capital expenditures;
the effects of pending and future legislation;
business disruption;
risks related to the impact of the COVID-19 pandemic on the financial condition and results of operations of Symbotic;
disruption to the business due to the Symbotic’s dependency on certain customers;
increasing competition in the warehouse automation industry;
any delays in the design, production or launch of our 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; and
the fluctuation of operating results from period to period due to a number of factors, including the pace of customer adoption of our new products and services and any changes in our product mix that shift too far into lower gross margin products.


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 Symbotic’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on December 9, 2022. 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 Symbotic believes 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. Forward-looking statements speak only as of the date they are made and are based on the beliefs, estimates, expectations and opinions of management on that date. Symbotic is not under any obligation, and expressly disclaims any obligation to update, alter or otherwise revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law. Readers should carefully review the statements set forth in the reports that Symbotic has filed or will file from time to time with the SEC.
In addition to factors previously disclosed in Symbotic’s Annual Report on Form 10-K filed with the SEC on December 9, 2022, and those identified elsewhere in this press release, 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 our base of outsourcing partners; the effects of pending and future legislation; and risks related to the impact of the COVID-19 pandemic on the financial condition and results of operations of Symbotic.
Any financial projections in this press release or discussed in the webcast are forward-looking statements that are based on assumptions that are inherently subject to significant uncertainties and contingencies, many of which are beyond Symbotic’s control. While all projections are necessarily speculative, Symbotic believes that the preparation of prospective financial information involves increasingly higher levels of uncertainty the further out the projection extends from the date of preparation. The assumptions and estimates underlying the projected results are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the projections. The inclusion of projections in this communication should not be regarded as an indication that Symbotic, or its representatives, considered or considers the projections to be a reliable prediction of future events.
Annualized, pro forma, projected and estimated numbers are not forecasts and may not reflect actual results.
This communication is not intended to be all-inclusive or to contain all the information that a person may desire in considering an investment in Symbotic and is not intended to form the basis of an investment decision in Symbotic. The forward-looking statements contained in this press release and other reports we file with, or furnish to, the SEC and other regulatory agencies and made by our directors, officers, other employees and other persons authorized to speak on our behalf are expressly qualified in their entirety by these cautionary statements.


Jeff Evanson
Vice President, Investor Relations & Corporate Development
Kimberly Zminkowski
Director, Marketing

Symbotic Inc. and Subsidiaries
Unaudited Condensed Consolidated Statements of Operations

Three Months EndedSix Months Ended
 (in thousands, except share and per share information)March 25, 2023December 24, 2022March 26, 2022March 25, 2023March 26, 2022
Systems$257,603 $197,901 $89,572 $455,504 $160,794 
Software maintenance and support1,461 1,237 965 2,698 1,940 
Operation services7,790 7,174 5,747 14,964 10,614 
Total revenue266,854 206,312 96,284 473,166 173,348 
Cost of revenue:
Systems213,060 160,931 71,975 373,991 128,460 
Software maintenance and support2,106 1,671 1,145 3,777 1,955 
Operation services8,841 8,516 6,258 17,357 11,559 
Total cost of revenue224,007 171,118 79,378 395,125 141,974 
Gross profit 42,847 35,194 16,906 78,041 31,374 
Operating expenses:
Research and development expenses49,666 50,740 23,355 100,406 45,539 
Selling, general, and administrative expenses50,898 54,023 23,512 104,921 38,871 
Total operating expenses100,564 104,763 46,867 205,327 84,410 
Operating loss(57,717)(69,569)(29,961)(127,286)(53,036)
Other income, net2,284 1,834 58 4,118 80 
Loss before income tax(55,433)(67,735)(29,903)(123,168)(52,956)
Income tax benefit (expense)17 (251)— (234)— 
Net loss(55,416)(67,986)(29,903)(123,402)(52,956)
Net loss attributable to Legacy Warehouse unitholders prior to the Business Combination— — (29,903)— (52,956)
Net loss attributable to noncontrolling interests(49,298)(60,793)— (110,091)— 
Net loss attributable to common stockholders$(6,118)$(7,193)$— $(13,311)$— 
Loss per share of Class A Common Stock: (1)
Basic and Diluted$(0.10)$(0.12)N/M$(0.22)N/M
Weighted-average shares of Class A Common Stock outstanding:
Basic and Diluted60,503,119 58,235,506 N/M59,352,634 N/M
(1)Loss per share information has not been presented for periods prior to the Business Combination, as it resulted in values that would not be meaningful to the users of the consolidated financial statements. This has been indicated on these statements of operations as “N/M”.

Symbotic Inc. and Subsidiaries
Reconciliation of Non-GAAP Financial Measures
The following table reconciles GAAP net loss to Adjusted EBITDA:
Three Months EndedSix Months Ended
(in thousands)March 25, 2023December 24, 2022March 26, 2022March 25, 2023March 26, 2022
Net loss$(55,416)$(67,986)$(29,903)$(123,402)$(52,956)
Interest income(2,392)(1,833)(15)(4,225)(26)
Income tax (benefit) expense(17)251 — 234 — 
Depreciation and amortization1,680 1,695 1,416 3,375 2,774 
Stock-based compensation36,539 49,540 895 86,079 1,163 
Business Combination transaction expenses— — 1,359 — 1,530 
CEO transition charges— 2,026 — 2,026 — 
Restructuring charges8,373 — — 8,373 — 
Adjusted EBITDA$(11,233)$(16,307)$(26,248)$(27,540)$(47,515)
The following table reconciles GAAP gross profit to Adjusted gross profit:
Three Months EndedSix Months Ended
(in thousands)March 25, 2023December 24, 2022March 26, 2022March 25, 2023March 26, 2022
Gross profit$42,847 $35,194 $16,906 $78,041 $31,374 
Depreciation189 186 80 375 154 
Stock-based compensation459 312 — 771 — 
Restructuring charges5,240 — — 5,240 — 
Adjusted gross profit$48,735 $35,692 $16,986 $84,427 $31,528 
Gross profit margin16.1 %17.1 %17.6 %16.5 %18.1 %
Adjusted gross profit margin18.3 %17.3 %17.6 %17.8 %18.2 %

Symbotic Inc. and Subsidiaries
Supplemental Common Share Information
Total Common Shares issued and outstanding:
March 25, 2023September 24, 2022
Class A Common Shares issued and outstanding61,283,689 57,718,836 
Class V-1 Common Shares issued and outstanding77,080,090 79,237,388 
Class V-3 Common Shares issued and outstanding416,933,025 416,933,025 
555,296,804 553,889,249 

Symbotic Inc. and Subsidiaries
Unaudited Condensed Consolidated Balance Sheets

(in thousands, except share data)March 25, 2023September 24, 2022
Current assets:
Cash and cash equivalents$256,954 $353,457 
Marketable securities205,495 — 
Accounts receivable124,525 3,412 
Unbilled accounts receivable63,502 101,816 
Inventories140,441 91,900 
Deferred expenses36,878 29,150 
Prepaid expenses and other current assets38,605 25,663 
Total current assets866,400 605,398 
Property and equipment, at cost62,439 48,722 
Less: Accumulated depreciation(26,900)(23,844)
Property and equipment, net35,539 24,878 
Intangible assets, net427 650 
Other long-term assets7,163 337 
Total assets$909,529 $631,263 
Current liabilities:
Accounts payable$88,139 $68,448 
Accrued expenses and other current liabilities70,527 47,312 
Sales tax payable25,720 12,953 
Deferred revenue, current665,440 394,244 
Total current liabilities849,826 522,957 
Deferred revenue, long-term23,734 31,465 
Other long-term liabilities14,528 7,901 
Total liabilities888,088 562,323 
Commitments and contingencies— — 
Class A Common Stock, 3,000,000,000 shares authorized, 61,283,689 and 57,718,836 shares issued and outstanding at March 25, 2023 and September 24, 2022, respectively
Class V-1 Common Stock, 1,000,000,000 shares authorized, 77,080,090 and 79,237,388 shares issued and outstanding at March 25, 2023 and September 24, 2022, respectively
Class V-3 Common Stock, 450,000,000 shares authorized, 416,933,025 shares issued and outstanding at March 25, 2023 and September 24, 202242 42 
Additional paid-in capital - warrants58,126 58,126 
Additional paid-in capital1,246,152 1,237,865 
Accumulated deficit(1,299,880)(1,286,569)
Accumulated other comprehensive loss(2,086)(2,294)
Total stockholders' equity2,368 7,184 
Noncontrolling interest19,073 61,756 
Total equity21,441 68,940 
Total liabilities and equity$909,529 $631,263 

Symbotic Inc. and Subsidiaries
Unaudited Condensed Consolidated Statements of Cash Flows
Three Months EndedSix Months Ended
(in thousands)March 25, 2023December 24, 2022March 26, 2022March 25, 2023March 26, 2022
Cash flows from operating activities:
Net loss$(55,416)$(67,986)$(29,903)$(123,402)$(52,956)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization2,069 2,077 1,416 4,146 2,774 
Foreign currency (gains) / losses(16)10 (37)(6)(45)
Loss on abandonment of assets— — 629 — 4,098 
Loss on impairment of assets123 — — 123 — 
Stock-based compensation35,223 49,540 23 84,763 50 
Changes in operating assets and liabilities:
Accounts receivable(72,178)(48,959)(15,182)(121,137)(25,606)
Prepaid expenses and other current assets24,123 1,249 (26,364)25,372 (20,949)
Deferred expenses(1,766)(5,963)493 (7,729)480 
Other long-term assets624 (6,107)(26)(5,483)(19)
Accounts payable27,232 (7,514)19,737 19,718 26,796 
Accrued expenses and other current liabilities450 34,133 283 34,583 (8,764)
Deferred revenue99,374 164,090 (27,386)263,464 49,354 
Other long-term liabilities1,067 5,578 437 6,645 429 
Net cash provided by (used in) operating activities31,312 101,052 (102,902)132,364 (62,902)
Cash flows from investing activities:
Purchases of property and equipment(6,017)(6,990)(1,055)(13,007)(8,560)
Purchases of marketable securities(106,327)(96,813)— (203,140)— 
Net cash used in investing activities(112,344)(103,803)(1,055)(216,147)(8,560)
Cash flows from financing activities:
Proceeds from issuance of Class A Common Units— — — — 173,796 
Payment for taxes related to net share settlement of stock-based compensation awards(11,713)— — (11,713)— 
Net proceeds from issuance of common stock under employee stock purchase plan987 — — 987 — 
Net cash provided by (used in) financing activities(10,726)— — (10,726)173,796 
Effect of exchange rate changes on cash, cash equivalents, and restricted cash120 18 (46)138 76 
Net increase (decrease) in cash, cash equivalents, and restricted cash(91,638)(2,733)(104,003)(94,371)102,410 
Cash, cash equivalents, and restricted cash - beginning of period350,724 353,457 363,047 353,457 156,634 
Cash, cash equivalents, and restricted cash - end of period$259,086 $350,724 $259,044 $259,086 $259,044 

Three Months EndedSix Months Ended
(in thousands)March 25, 2023December 24, 2022March 26, 2022March 25, 2023March 26, 2022
Reconciliation of cash, cash equivalents, and restricted cash:
Cash and cash equivalents$256,954 $350,724 $259,044 $256,954 $259,044 
Restricted cash2,132 — — 2,132 — 
Cash, cash equivalents, and restricted cash$259,086 $350,724 $259,044 $259,086 $259,044