0001837240-23-000116 | 10-Q | XBRL Viewer

$ 266,854

$ 96,284

$ 473,166

$ 173,348

Research and development expenses

224,007

79,378

395,125

141,974

Gross profit

42,847

16,906

78,041

31,374

Operating expenses:

49,666

23,355

100,406

45,539

Selling, general, and administrative expenses

50,898

23,512

104,921

38,871

Total operating expenses

100,564

46,867

205,327

84,410

Operating loss

(57,717)

(29,961)

(127,286)

(53,036)

Other income, net

2,284

4,118

Loss before income tax

(55,433)

(29,903)

(123,168)

(52,956)

Income tax benefit (expense)

(234)

Net loss attributable to noncontrolling interests

(55,416)

(29,903)

(123,402)

(52,956)

(49,298)

(110,091)

Net loss attributable to common stockholders

$ (6,118)

(29,903)

$ (13,311)

(52,956)

Loss per share of Class A Common Stock

Basic (in dollars per share)

^[1]

$ (0.10)

$ (0.22)

Diluted (in dollars per share)

^[1]

$ (0.10)

$ (0.22)

Weighted-average shares of Class A Common Stock outstanding:

Basic (in shares)

60,503,119

59,352,634

Diluted (in shares)

60,503,119

59,352,634

Systems

Revenue:

$ 257,603

89,572

$ 455,504

160,794

Software maintenance and support

213,060

71,975

373,991

128,460

Revenue:

1,461

965

2,698

1,940

2,106

1,145

3,777

1,955

Operation services

Revenue:

7,790

5,747

14,964

10,614

Balance Sheet Location of Operating Leases

$ 8,841

$ 6,258

$ 17,357

$ 11,559

[1]

(1) Loss per share information has not been presented for periods prior to the Business Combination (as defined in Note 1, Organization and Operations), as it resulted in values that would not be meaningful to the users of these unaudited condensed consolidated financial statements. This has been indicated on these statements of operations as “N/M”.

Income Taxes (Details)	3 Months Ended	6 Months Ended
Income Taxes (Details)	Mar. 25, 2023 USD ($)	Mar. 25, 2023 USD ($)
Income Tax Disclosure [Abstract]
Current income tax (benefit) expense	$ (100,000)	$ 200,000
Effective tax rate		(0.19%)
Future payments, tax receivable agreement	117,800,000	$ 117,800,000
Tax receivable agreement, liability	$ 0	$ 0

Segment and Geographic Information - Property and Equipment by Geographic Region (Details) - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Mar. 25, 2023	Sep. 24, 2022
Segment Reporting Information [Line Items]
Property and equipment, net	$ 35,539	$ 24,878
United States
Segment Reporting Information [Line Items]
Property and equipment, net	34,553	23,640
Canada
Segment Reporting Information [Line Items]
Property and equipment, net	$ 986	$ 1,238
Non-US \| Property, Plant and Equipment \| Geographic Concentration Risk
Segment Reporting Information [Line Items]
Concentration risk, percentage	3.00%	5.00%

Leases (Tables)

6 Months Ended

Mar. 25, 2023

Leases [Abstract]

The following table presents the balance sheet location of the Company’s operating leases (in thousands):


	March 25, 2023
ROU assets:
Other long-term assets	$	4,705

Lease Liabilities:
Accrued expenses and other current liabilities	$	1,962
Other long-term liabilities	3,535
Total lease liabilities	$	5,497

Schedule of Operating Lease Liabilities

The following table presents maturities of the Company’s operating lease liabilities as of March 25, 2023, presented under ASC Topic 842 (in thousands):


	March 25, 2023
Remaining fiscal year 2023	$	1,146
Fiscal year 2024	2,328
Fiscal year 2025	2,030
Fiscal year 2026	552
Fiscal year 2027 and thereafter	—
Total future minimum payments	$	6,056
Less: Implied interest	(559)
Total lease liabilities	$	5,497

Severance Charges - Narrative (Details) - USD ($) $ in Millions	3 Months Ended	6 Months Ended
	Mar. 25, 2023	Mar. 25, 2023
Restructuring and Related Activities [Abstract]
Severance costs	$ 2.3	$ 2.3

Summary of Significant Accounting Policies - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Mar. 25, 2023	Mar. 26, 2022	Mar. 25, 2023	Mar. 26, 2022	Mar. 24, 2023	Sep. 24, 2022
Product Information [Line Items]
Common stock, value, outstanding					$ 517,300
Share price (in dollars per share)					$ 21.68
Operating lease, right-of-use asset	$ 4,705		$ 4,705			$ 5,500
Operating lease, liability	5,497		5,497			$ 6,400
One Supplier \| Cost of Goods and Service Benchmark \| Supplier Concentration Risk
Product Information [Line Items]
Volume of purchases	$ 35,800	$ 13,900	$ 64,100	$ 24,700

Segment and Geographic Information - Narrative (Details)	6 Months Ended
	Mar. 25, 2023 segment
Segment Reporting [Abstract]
Number of operating segments	1

Property and Equipment

6 Months Ended

Mar. 25, 2023

Property, Plant and Equipment [Abstract]

Property and Equipment

Property and equipment at March 25, 2023 and September 24, 2022 consists of the following (in thousands):


	March 25, 2023		September 24, 2022
Computer equipment and software, furniture and fixtures, and test equipment	$	59,543	$	45,818
Leasehold improvements	2,896		2,904
Total property and equipment	62,439		48,722
Less accumulated depreciation	(26,900)		(23,844)
Property and equipment, net	$	35,539	$	24,878

For the three and six months ended March 25, 2023, depreciation expense was $1.6 million and $3.2 million, respectively. For the three and six months ended March 26, 2022, depreciation expense was $1.3 million and $2.5 million, respectively.

Net Loss per Share - Computation of Basic and Diluted Loss Per Share (Details) - USD ($)
$ / shares in Units, $ in Thousands

3 Months Ended

6 Months Ended

Mar. 25, 2023

Mar. 26, 2022

Mar. 25, 2023

Mar. 26, 2022

Numerator - basic and diluted

Less: Net loss attributable to the noncontrolling interest

$ (55,416)

$ (29,903)

$ (123,402)

$ (52,956)

(49,298)

(110,091)

Net loss attributable to common stockholders

$ (6,118)

$ (29,903)

$ (13,311)

$ (52,956)

Denominator - basic and diluted

Weighted-average shares of Class A common shares outstanding - basic (in shares)

60,503,119

59,352,634

Weighted-average shares of Class A common shares outstanding - diluted (in shares)

60,503,119

59,352,634

Loss per share of Class A common stock - basic (in dollars per share)

^[1]

$ (0.10)

$ (0.22)

Loss per share of Class A common stock - diluted (in dollars per share)

^[1]

$ (0.10)

$ (0.22)

[1]

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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Segment and Geographic Information - Revenue by Geographical Region (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Mar. 25, 2023	Mar. 26, 2022	Mar. 25, 2023	Mar. 26, 2022
Segment Reporting Information [Line Items]
Total revenue	$ 266,854	$ 96,284	$ 473,166	$ 173,348
United States
Segment Reporting Information [Line Items]
Total revenue	265,962	95,392	471,382	171,630
Canada
Segment Reporting Information [Line Items]
Total revenue	$ 892	$ 892	$ 1,784	$ 1,718
Non-US \| Revenue from Contract with Customer Benchmark \| Geographic Concentration Risk
Segment Reporting Information [Line Items]
Concentration risk, percentage	0.00%	1.00%	0.00%	1.00%

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

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Segment and Geographic Information

Subsequent Events	6 Months Ended
Subsequent Events	Mar. 25, 2023
Subsequent Events [Abstract]
Subsequent Events	Subsequent EventsThe Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed consolidated financial statements were issued. Other than as described in these condensed consolidated financial statements, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements.

Segment and Geographic Information

6 Months Ended

Mar. 25, 2023

Segment Reporting [Abstract]

The Company operates as one operating segment. Revenue and property and equipment, net by geographic region, based on physical location of the operations recording the sale or the assets are as follows:

Revenue by geographical region for the three and six months ended March 25, 2023 and March 26, 2022 are as follows (in thousands):


	Three Months Ended						Six Months Ended
	March 25, 2023			March 26, 2022			March 25, 2023			March 26, 2022
United States	$	265,962		$	95,392		$	471,382		$	171,630
Canada	892			892			1,784			1,718
Total revenue	$	266,854		$	96,284		$	473,166		$	173,348
Percentage of revenue generated outside of the United States	—		%	1		%	—		%	1		%

Total property and equipment, net by geographical region at March 25, 2023 and at September 24, 2022 are as follows (in thousands):


	March 25, 2023			September 24, 2022
United States	$	34,553		$	23,640
Canada	986			1,238
Total property and equipment, net	$	35,539		$	24,878
Percentage of property and equipment, net held outside of the United States	3		%	5		%

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

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Noncontrolling Interests - Summary of Common Stock Outstanding (Details)	3 Months Ended	6 Months Ended
	Mar. 25, 2023 shares	Mar. 25, 2023 shares
Common Stock, Shares, Outstanding [Roll Forward]
Beginning of period (in shares)	553,906,749	553,889,249
Issuance (in shares)	1,757,749	1,775,249
Exchanges (in shares)	0	0
Cancellations (in shares)	(367,694)	(367,694)
End of period (in shares)	555,296,804	555,296,804
Symbotic, Inc.
Common Stock, Shares, Outstanding [Roll Forward]
Ownership percentage	100.00%	100.00%
Class A Common Stock
Common Stock, Shares, Outstanding [Roll Forward]
Beginning of period (in shares)	58,584,690	57,718,836
Issuance (in shares)	1,757,749	1,775,249
Exchanges (in shares)	941,250	1,789,604
Cancellations (in shares)	0	0
End of period (in shares)	61,283,689	61,283,689
Class A Common Stock \| Symbotic, Inc.
Common Stock, Shares, Outstanding [Roll Forward]
Ownership percentage	11.00%	11.00%
Class V-1 and Class V-3 Common Stock
Common Stock, Shares, Outstanding [Roll Forward]
Beginning of period (in shares)	495,322,059	496,170,413
Issuance (in shares)	0	0
Exchanges (in shares)	(941,250)	(1,789,604)
Cancellations (in shares)	(367,694)	(367,694)
End of period (in shares)	494,013,115	494,013,115
Class V-1 and Class V-3 Common Stock \| Symbotic, Inc.
Common Stock, Shares, Outstanding [Roll Forward]
Ownership percentage	89.00%	89.00%

Fair Value Measures - Narrative (Details) - USD ($)	Mar. 25, 2023	Sep. 24, 2022	Mar. 26, 2022
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Cash and cash equivalents	$ 256,954,000	$ 353,457,000	$ 259,044,000
Fair Value, Recurring
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Total liabilities	0	$ 0
U.S. Treasury securities
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Amortized cost	282,600,000
Gross unrealized gain	2,400,000
Gross unrealized loss	0
Fair value	285,000,000
Cash and cash equivalents	$ 79,100,000

Income Taxes	6 Months Ended
Income Taxes	Mar. 25, 2023
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes 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, LLC. The remaining share of Symbotic Holdings income or loss is non-taxable to the Company and is not reflected in current or deferred income taxes. The Company’s foreign subsidiaries are subject to income tax in its local jurisdictions. The Company’s financial reporting predecessor, Legacy Warehouse, was a limited liability company that was treated as a partnership for U.S. federal income tax purposes and for most applicable state and local income tax purposes. As a partnership, Legacy Warehouse was not subject to U.S. federal and certain state and local income taxes. Any taxable income or loss generated by Legacy Warehouse was passed through to and included in the taxable income or loss of its members on a pro rata basis, subject to applicable tax regulations. 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. Because Legacy Warehouse was the Company’s financial reporting predecessor and not subject to entity level income tax, and because its foreign subsidiaries had a full valuation allowance against their deferred tax assets, no current or deferred income tax provision or benefit was recorded for the three or six months ended March 26, 2022. For the three and six months ended March 25, 2023, the Company recorded less than a $0.1 million current income tax benefit and a $0.2 million current income tax expense, respectively. The Company incurred a pre-tax loss for the three and six month periods and recorded a full valuation allowance against its deferred tax assets, but incurred state tax expense by Symbotic LLC at the flow-through entity level. The effective tax rate for the six months ended March 25, 2023 is (0.19)% and differs from the federal statutory income tax rate primarily due to the flow-through entity level state taxes and the effect of the full valuation allowance against its net federal, state, and foreign deferred taxes. As of March 25, 2023, the Company continues to conclude that the negative evidence regarding its ability to realize its deferred tax assets outweighs the positive evidence, and the Company has a full valuation allowance against its federal, state, and foreign net deferred tax assets. The Company has a history of cumulative pre-tax losses for the three previous fiscal years which it believes represents significant negative evidence in evaluating whether its deferred tax assets are realizable. Given these cumulative losses, lack of forecast history, the competitive environment, and uncertainty of general economic conditions, the Company does not believe it can rely on projections of future taxable income exclusive of reversing taxable temporary differences to support the realization of its deferred tax assets. In upcoming quarters, the Company will continue to evaluate both the positive and negative evidence surrounding its ability to realize its deferred tax assets. Tax Receivable AgreementAs of March 25, 2023 future payments under the Tax Receivable Agreement (“TRA”) with respect to the purchase of Symbotic Holdings Units which occurred as part of or subsequent to the Business Combination are expected to be $117.8 million. Payments made under the TRA represent payments that otherwise would have been made to taxing authorities in the absence of attributes obtained by the Company as a result of exchanges by its pre-IPO members. Such amounts will be paid only when a cash tax savings is realized as a result of attributes subject to the TRA. That is, payments under the TRA are only expected to be made in periods following the filing of a tax return in which the Company is able to utilize certain tax benefits to reduce its cash taxes paid to a taxing authority. The impact of any changes in the projected obligations under the TRA as a result of changes in the geographic mix of the Company’s earnings, changes in tax legislation and tax rates or other factors that may impact the Company’s tax savings will be reflected in income or loss before taxes on the consolidated statement of operations in the period in which the change occurs. As of March 25, 2023, no TRA liability was recorded based on current projections of future taxable income taking into consideration the Company’s full valuation allowance against its net deferred tax asset.

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
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-URI https://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-URI https://asc.fasb.org/topic&trid=2144680

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 30
-Section 50
-Paragraph 2
-Subparagraph (a)
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Restructuring and Related Activities [Abstract]

Severance Charges

6 Months Ended

Mar. 25, 2023

Severance Charges

During the second quarter of fiscal year 2023, management committed to actions to restructure certain parts of the Company within the U.S. and Canada to better position the Company to become more agile in delivering its solutions through various outsourcing partnerships. As a result, certain headcount reductions were necessary, and the Company recognized $2.3 million of expense associated with these actions, which is included within selling, general, and administrative expenses on the Consolidated Statements of Operations for the three and six months ended March 25, 2023, and is expected to be substantially completed within the fiscal year. The costs incurred related to employee severance are recorded as a liability when it is probable that employees will be entitled to termination benefits and the amounts can be reasonably estimated. The liability related to these charges is included in accrued expenses and other current liabilities in the Consolidated Balance Sheets.

The following table presents the activity related to the Company’s severance liability as of March 25, 2023 (in thousands). The Company did not have material severance activity for the period ended September 24, 2022.


	March 25, 2023
Severance liability at September 25, 2022	$	1,051
Severance charges	5,242
Cash paid and other	(4,118)
Severance liability at March 25, 2023	$	2,175

Unaudited Condensed Consolidated Statements of Changes in Redeemable Preferred and Common Units and Equity (Deficit) - USD ($)
$ in Thousands

Total

Class A Common Stock

Common Units, Class C

Preferred Units, Class B-1

Preferred Units, Class B

Common Stock

Class A Common Stock

Common Stock

Class V-1 Common Stock

Common Stock

Class V-3 Common Stock

Common Stock

Common Voting Units, Class A

Additional Paid-in Capital - Warrants

Additional Paid-in Capital

Accumulated Other Comprehensive Loss

Accumulated Deficit

Noncontrolling Interest

Previously Reported

Common Units, Class C

Previously Reported

Preferred Units, Class B-1

Previously Reported

Preferred Units, Class B

Previously Reported

Common Stock

Common Voting Units, Class A

Previously Reported

Additional Paid-in Capital - Warrants

Previously Reported

Accumulated Other Comprehensive Loss

Previously Reported

Accumulated Deficit

Revision of Prior Period, Adjustment

Common Units, Class C

Revision of Prior Period, Adjustment

Preferred Units, Class B-1

Revision of Prior Period, Adjustment

Preferred Units, Class B

Revision of Prior Period, Adjustment

Common Stock

Common Voting Units, Class A

Beginning balance (in shares) at Sep. 25, 2021

24,922,109

24,041,300

47,508,300

428,571

24,493,538

^[1]

24,041,299

^[1]

47,508,299

^[1]

Beginning balance at Sep. 25, 2021

$ 144,975

$ 232,278

$ 459,007

$ 144,975

$ 232,278

$ 459,007

Increase (Decrease) in Temporary Equity [Roll Forward]

Granted (in shares)

492,428

Forfeited (in shares)

(492,428)

Unit-based compensation

$ 49

$ 23,589

$ 5,807

$ 11,475

24,922,109

24,041,300

47,508,300

Beginning balance (in shares) at Sep. 25, 2021

$ 168,613

$ 238,085

$ 470,482

367,548,946

5,997,632

361,551,314

^[1]

Beginning balance at Sep. 25, 2021

$ (1,113,228)

$ 16,809

$ 26,999

$ (2,092)

$ (1,154,944)

$ (1,113,228)

$ 16,809

$ 26,999

$ (2,092)

$ (1,154,944)

Increase (Decrease) in Stockholders' Equity [Roll Forward]

(52,956)

Exercise of warrants (in shares)

(23,589)

27,377,336

Exercise of warrants

173,796

$ 200,795

(26,999)

(17,282)

394,926,282

Beginning balance (in shares) at Dec. 25, 2021

(1,033,208)

$ 217,604

(2,041)

(1,248,771)

24,922,109

24,041,300

47,508,300

428,571

24,493,538

^[2]

24,041,299

^[2]

47,508,299

^[2]

Beginning balance at Dec. 25, 2021

$ 152,195

$ 235,182

$ 464,744

$ 152,195

$ 235,182

$ 464,744

Increase (Decrease) in Temporary Equity [Roll Forward]

Granted (in shares)

139,564

Forfeited (in shares)

(139,564)

Unit-based compensation

$ 22

$ 16,396

$ 2,903

$ 5,738

24,922,109

24,041,300

47,508,300

Beginning balance (in shares) at Dec. 25, 2021

$ 168,613

$ 238,085

$ 470,482

394,926,282

6,444,373

388,481,909

^[2]

Beginning balance at Dec. 25, 2021

(978,613)

$ 217,604

(2,386)

(1,193,831)

$ (978,613)

$ 217,604

$ (2,386)

$ (1,193,831)

Increase (Decrease) in Stockholders' Equity [Roll Forward]

(29,903)

(16,396)

345

(8,641)

394,926,282

Beginning balance (in shares) at Sep. 24, 2022

(1,033,208)

$ 217,604

(2,041)

(1,248,771)

57,718,836

79,237,388

416,933,025

Beginning balance at Sep. 24, 2022

68,940

$ 6

$ 8

$ 42

58,126

$ 1,237,865

(2,294)

(1,286,569)

$ 61,756

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Issuance of common stock under stock plans (in shares)

(123,402)

(13,311)

(110,091)

1,677,078

Issuance of common stock under stock plans

(11,717)

(1,163)

(10,554)

Issuance of common stock under employee stock purchase plan (in shares)

98,171

Issuance of common stock under employee stock purchase plan

987

119

868

Exchange of Class V-1 common stock (in shares)

1,789,604

(1,789,604)

Exchange of Class V-1 common stock

$ 0

200

(200)

Cancellation of Class V-1 common stock (in shares)

(367,694)

Stock-based compensation

$ 84,763

9,131

75,632

Ending balance (in shares) at Mar. 25, 2023

1,870

208

1,662

61,283,689

77,080,090

416,933,025

Ending balance at Mar. 25, 2023

21,441

$ 6

$ 8

$ 42

58,126

1,246,152

(2,086)

(1,299,880)

19,073

Beginning balance (in shares) at Dec. 24, 2022

58,584,690

78,389,034

416,933,025

Beginning balance at Dec. 24, 2022

50,302

$ 6

$ 8

$ 42

58,126

1,243,217

(2,314)

(1,293,762)

44,979

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Issuance of common stock under stock plans (in shares)

(55,416)

(6,118)

(49,298)

1,659,578

Issuance of common stock under stock plans

(11,717)

(1,163)

(10,554)

Issuance of common stock under employee stock purchase plan (in shares)

98,171

Issuance of common stock under employee stock purchase plan

987

119

868

Exchange of Class V-1 common stock (in shares)

941,250

(941,250)

Exchange of Class V-1 common stock

$ 0

(90)

Cancellation of Class V-1 common stock (in shares)

(367,694)

Stock-based compensation

$ 35,223

3,889

31,334

Ending balance (in shares) at Mar. 25, 2023

2,062

228

1,834

61,283,689

77,080,090

416,933,025

Ending balance at Mar. 25, 2023

$ 21,441

$ 6

$ 8

$ 42

$ 58,126

$ 1,246,152

$ (2,086)

$ (1,299,880)

$ 19,073

[1]	(1) As part of the Business Combination, all per share information has been retroactively adjusted using the Exchange Ratio as stipulated by the Merger Agreement
[2]	(1) As part of the Business Combination, all per share information has been retroactively adjusted using the Exchange Ratio as stipulated by the Merger Agreement

Inventories (Tables)

6 Months Ended

Mar. 25, 2023

Inventory Disclosure [Abstract]

Schedule of Inventories

Inventories at March 25, 2023 and September 24, 2022 consist of the following (in thousands):


	March 25, 2023		September 24, 2022
Raw materials and components	$	127,215	$	88,999
Finished goods	13,226		2,901
Total inventories	$	140,441	$	91,900

Net Loss per Share - Narrative (Details) - $ / shares	3 Months Ended	6 Months Ended
Net Loss per Share - Narrative (Details) - $ / shares	Mar. 25, 2023	Mar. 25, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Average share price (in dollars per share)	$ 15.92	$ 13.72
RSUs (service-based and performance-based)
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of dilutive earnings per share (in shares)	3,491,730
Unvested Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of dilutive earnings per share (in shares)	5,898,531	4,307,104

Fair Value Measures (Tables)

6 Months Ended

Mar. 25, 2023

Fair Value Disclosures [Abstract]

Fair Value, Assets Measured on Recurring Basis

The following table presents the Company’s financial assets measured and recorded at fair value on a recurring basis using the above input categories as of March 25, 2023 and September 24, 2022 (in thousands):


	March 25, 2023								September 24, 2022
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Assets:
Money market funds	$	114,478	$	—	$	—	$	114,478	$	333,388	$	—	$	—	$	333,388
U.S. Treasury securities	—		284,981		—		284,981		—		—		—		—
Total assets	$	114,478	$	284,981	$	—	$	399,459	$	333,388	$	—	$	—	$	333,388

Net Loss per Share (Tables)

6 Months Ended

Mar. 25, 2023

Earnings Per Share [Abstract]

Computation of Basic and Diluted Loss Per Share

The following table sets forth reconciliations of the numerators and denominators used to compute basic and diluted earnings per share of Class A common stock (in thousands, except per share information):


	Three Months Ended		Six Months Ended
	March 25, 2023		March 25, 2023
Numerator - basic and diluted
Net loss	$	(55,416)	$	(123,402)
Less: Net loss attributable to the noncontrolling interest	(49,298)		(110,091)
Net loss attributable to common stockholders	$	(6,118)	$	(13,311)
Denominator - basic and diluted
Weighted-average shares of Class A common shares outstanding	60,503,119		59,352,634
Loss per share of Class A common stock - basic and diluted	$	(0.10)	$	(0.22)

Summary of Significant Accounting Policies

6 Months Ended

Mar. 25, 2023

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Basis of Presentation and Consolidation

The accompanying unaudited condensed consolidated financial statements have been prepared in U.S. dollars, in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Certain information and note disclosures normally included in the Company’s annual audited consolidated financial statements and accompanying notes prepared in accordance with GAAP have been condensed in, or omitted from, these interim financial statements. Accordingly, these unaudited condensed consolidated financial statements included herein should be read in conjunction with the audited consolidated financial statements and accompanying notes thereto as of and for the year ended September 24, 2022, which are included within the Company’s Annual Report on Form 10-K, filed with the SEC on December 9, 2022. The September 24, 2022 consolidated balance sheet included herein is derived from the Company’s audited consolidated financial statements.

The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries and majority-owned subsidiaries and reflect all adjustments (consisting solely of normal, recurring adjustments) which are, in the opinion of management, necessary for a fair statement of results for the interim periods presented. All intercompany balances and transactions have been eliminated in consolidation. The consolidated financial statements include 100% of the accounts of wholly-owned and majority-owned subsidiaries and the ownership interest of the minority investor is recorded as a non-controlling interest in a subsidiary. The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for any future period or the entire fiscal year.

The Company operates and reports using a 52-53 week fiscal year ending on the last Saturday of September of each calendar year. Each of the Company’s fiscal quarters end on the last Saturday of the third month of each quarter.

Use of Estimates

The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates, judgments, and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses, and the amounts disclosed in the related notes to the consolidated financial statements. Actual results and outcomes may differ materially from management’s estimates, judgments, and assumptions. Significant estimates, judgments, and assumptions used in these financial statements include, but are not limited to, those related to revenue, useful lives and realizability of long-lived assets, accounting for income taxes and related valuation allowances, and stock-based compensation. Estimates are periodically reviewed in light of changes in circumstances, facts, and experience.

Significant Accounting Policies

The Company’s significant accounting policies are described in Note 2, Summary of Significant Accounting Policies, to the audited consolidated financial statements and related notes thereto as of and for the year ended September 24, 2022. Except as noted below, there have been no material changes to the significant accounting policies during the six month period ended March 25, 2023.

Leases

The Company determines if an arrangement is a lease at its inception. When the arrangements include lease and non-lease components, the Company separates them and does not account for them as a single lease component. Leases with an initial term of less than 12 months are not reported on the balance sheet, but rather recognized as lease expense on a straight-line basis over the lease term. Arrangements may include options to extend or terminate the lease arrangement. These options are included in the lease term used to establish right-of-use (“ROU”) assets and lease liabilities when it is reasonably certain they will be exercised. The Company will reassess expected lease terms based on changes in circumstances that indicate options may be more or less likely to be exercised.

The Company has lease arrangements that include variable rental payments. The future variability of these payments and adjustments are unknown and therefore are not included in minimum rental payments used to determine the ROU assets and lease liabilities. The Company has lease arrangements where it makes separate payments to the lessor based on the lessor’s common area maintenance expenses, property and casualty insurance costs, property taxes assessed on the property, and other variable expenses. Variable rental payments are recognized in the period in which their associated obligation is incurred.

As most of the Company’s lease arrangements do not provide an implicit interest rate, an incremental borrowing rate is applied in determining the present value of future payments. The Company’s incremental borrowing rate is selected based upon information available at the lease commencement date, and represents the Company’s estimate of an interest rate that it would be able to obtain from a lender to borrow, on a collateralized basis, over a similar term to obtain an asset of similar value in a similar economic environment.

The ROU assets are reported as “Other long-term assets” and lease liabilities are reported as “Other current liabilities” and “Other long-term liabilities” on the consolidated balance sheets. Operating lease expense is recognized on a straight-line basis over the lease term and is included in “Selling, general, and administrative expenses” in the consolidated statements of operations. Variable lease expense is included in “Selling, general, and administrative expenses” in the consolidated statements of operations.

Presentation of Restricted Cash

Restricted cash consists of collateral required for a credit card processing program. The short-term or long-term classification is determined in accordance with the required amount of time the cash is to be held as collateral, which is short-term for less than 12 months, and long-term for greater than 12 months from the balance sheet date. As the cash is required to

be held as collateral for a period which is greater than 12 months from March 25, 2023, it is presented in other long-term assets. The following table summarizes the end-of-period cash and cash equivalents from the Company’s Consolidated Balance Sheets and the total cash, cash equivalents, and restricted cash as presented on the accompanying Consolidated Statements of Cash Flows (in thousands):


	Six Months Ended
	March 25, 2023		March 26, 2022
Cash and cash equivalents	$	256,954	$	259,044
Restricted cash classified in:
Other long-term assets	2,132		—
Cash, cash equivalents, and restricted cash shown in the statement of cash flows	$	259,086	$	259,044

Volume of Business

The Company has concentration in the volume of purchases it conducts with its suppliers. For the three and six months ended March 25, 2023, there was one supplier that accounted for greater than 10% of total purchases, and the aggregate purchases amounted to $35.8 million and $64.1 million, respectively. For the three and six months ended March 26, 2022, there was one supplier that accounted for greater than 10% of total purchases, and the aggregate purchases amounted to $13.9 million and $24.7 million, respectively.

Emerging Growth Company

The Company is an emerging growth company (“EGC”), as defined in Section 2(a) of the Securities Act of 1933, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Section 102(b)(1) of the JOBS Act exempts EGCs from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an EGC can elect to opt out of the extended transition period and comply with the requirements that apply to non-EGCs but any such an election to opt out is irrevocable. The Company has not elected to opt out of such extended transition period which means that when a financial accounting standard is issued or revised and it has different application dates for public or private companies, the Company, as an EGC, can adopt the new or revised standard at the time private companies adopt the new or revised standard. The Company will be eligible to use this extended transition period under the JOBS Act until the earlier of the date it (i) is no longer an EGC or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, the Company’s financial statements may not be comparable to the financial statements of issuers who are required to comply with the effective dates for new or revised accounting standards that are applicable to public companies, which may make comparison of the Company’s financials to those of other public companies more difficult.

The Company will cease to be an EGC on the date that is the earliest of (i) the end of the fiscal year in which total annual gross revenue exceeds $1.235 billion, (ii) the last day of the Company’s fiscal year following March 11, 2026 (the fifth anniversary of the date on which SVF 3 consummated the initial public offering of SVF 3); (iii) the date on which the Company has issued more than $1.0 billion in non-convertible debt during the preceding three-year period; or (iv) the end of the fiscal year in which the market value of the Company’s common stock held by non-affiliates exceeds $700 million as of the last business day of the most recently completed second fiscal quarter. As of the last business day of the most recently completed second fiscal quarter ended March 25, 2023, the market value of the Company’s common stock held by non-affiliates was approximately $517.3 million (based on the closing sales price of the Class A common stock on March 24, 2023 of $21.68), and therefore, the Company expects to continue to be an EGC as of the end of the current fiscal year ended September 30, 2023.

Recently Adopted Accounting Pronouncements

In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (“ASU 2016-02”). The ASU requires lessees to recognize the assets and liabilities on their balance sheet for the rights and obligations created by most leases and continue to recognize expenses on their income statements over the lease term. In July 2018, the FASB issued ASU 2018-11, Leases (Topic 842): Targeted Improvements, which provides entities with a new transition method where comparative periods presented in the financial statements in the period of adoption will not need to be restated. Under this new transition method, an entity initially applies the provisions of the standard at the adoption date, versus at the beginning of the earliest period presented, and recognizes a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The Company adopted ASU 2016-02 and ASU 2018-11 on September 25, 2022, as required by the ASUs, and utilized the cumulative effect adjustment approach, which did not result in an adjustment to the Company’s opening balance of retained earnings. At adoption, the Company recognized ROU assets and lease liabilities of $5.5 million and $6.4 million, respectively, on the balance sheet at September 25, 2022. The new standard did not materially impact the statements of operations, cash flows, or stockholders’ equity (deficit). In addition, the Company provides expanded disclosures related to its leasing arrangements in accordance with these ASUs. Refer to Note 5, Leases, for additional information.

In December 2019, the FASB issued ASU No. 2019-12, Income Taxes—Simplifying the Accounting for Income Taxes (“ASU 2019-12”). ASU 2019-12 simplifies the accounting for income taxes by removing certain exceptions to the general principles as well as clarifying and amending existing guidance to improve consistent application. The guidance is effective to the Company for fiscal years beginning after December 15, 2021, and for interim periods within fiscal years beginning after December 15, 2022, with early adoption permitted. The Company adopted ASU 2019-12 on September 25, 2022 and there was not a material impact of the adoption to the Company’s financial statements.

Recently Issued Accounting Pronouncements

In June 2016, the FASB issued ASU No. 2016-13, Measurement of Credit Losses on Financial Instruments, which amends the impairment model by requiring entities to use a forward-looking approach based on expected losses rather than incurred losses to estimate credit losses on certain types of financial instruments. This may result in the earlier recognition of allowances for losses. The guidance is effective to the Company for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, with early adoption permitted. The Company does not expect the new standard to have a material impact on its consolidated financial statements.

Other recent accounting pronouncements that are or will be applicable to the Company did not, or are not expected to, have a material impact on the Company’s present or future financial statements.

Property and Equipment - Summary of Property and Equipment (Details) - USD ($) $ in Thousands	Mar. 25, 2023	Sep. 24, 2022
Property, Plant and Equipment [Line Items]
Property and equipment, at cost	$ 62,439	$ 48,722
Less accumulated depreciation	(26,900)	(23,844)
Property and equipment, net	35,539	24,878
Computer equipment and software, furniture and fixtures, and test equipment
Property, Plant and Equipment [Line Items]
Property and equipment, at cost	59,543	45,818
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property and equipment, at cost	$ 2,896	$ 2,904

Fair Value Measures - Fair Value, Assets Measured on Recurring Basis (Details) - Fair Value, Recurring - USD ($) $ in Thousands	Mar. 25, 2023	Sep. 24, 2022
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Total assets	$ 399,459	$ 333,388
Level 1
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Total assets	114,478	333,388
Level 2
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Total assets	284,981	0
Level 3
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Total assets	0	0
Money market funds
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Total assets	114,478	333,388
Money market funds \| Level 1
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Total assets	114,478	333,388
Money market funds \| Level 2
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Total assets	0	0
Money market funds \| Level 3
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Total assets	0	0
U.S. Treasury securities
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Total assets	284,981	0
U.S. Treasury securities \| Level 1
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Total assets	0	0
U.S. Treasury securities \| Level 2
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Total assets	284,981	0
U.S. Treasury securities \| Level 3
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Total assets	$ 0	$ 0

Leases - Balance Sheet Location of Operating Leases (Details) - USD ($) $ in Thousands	Mar. 25, 2023	Sep. 24, 2022
ROU assets:
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration]	Other long-term assets
Operating lease, right-of-use asset	$ 4,705	$ 5,500
Lease Liabilities:
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]	Accrued expenses and other current liabilities
Operating lease, liability, current	$ 1,962
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration]	Other long-term liabilities
Operating lease, liability, noncurrent	$ 3,535
Total lease liabilities	$ 5,497	$ 6,400

Unaudited Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Mar. 25, 2023	Mar. 26, 2022	Mar. 25, 2023	Mar. 26, 2022
Statement of Comprehensive Income [Abstract]
Net loss	$ (55,416)	$ (29,903)	$ (123,402)	$ (52,956)
Less: Net loss attributable to the noncontrolling interest	(49,298)		(110,091)
Net loss attributable to common stockholders	(6,118)	(29,903)	(13,311)	(52,956)
Other Comprehensive Income (Loss), Net of Tax [Abstract]
Foreign currency translation adjustments	(290)	345	(482)	51
Changes in unrealized gain on investments, net of income taxes of $0 for the three and six months ended March 26, 2022	2,352		2,352
Total other comprehensive income	2,062	345	1,870	51
Less: other comprehensive income attributable to noncontrolling interests	1,834		1,662
Other comprehensive income attributable to common stockholders	228	345	208	51
Comprehensive loss	(53,354)	(29,558)	(121,532)	(52,905)
Less: Comprehensive loss attributable to noncontrolling interests	(47,464)		(108,429)
Total comprehensive loss attributable to common stockholders	$ (5,890)	$ (29,558)	$ (13,103)	$ (52,905)

Net Loss per Share

6 Months Ended

Mar. 25, 2023

Earnings Per Share [Abstract]

Net Loss per Share

Basic earnings per share of Class A common stock is computed by dividing net loss attributable to common shareholders by the weighted-average number of shares of Class A common stock outstanding during the period. Diluted earnings per share of Class A common stock is computed by dividing net loss attributable to common shareholders adjusted for the assumed exchange of all potentially dilutive securities, by the weighted-average number of shares of Class A common stock outstanding adjusted to give effect to potentially dilutive elements.

Prior to the Business Combination, the membership structure of Warehouse Technologies LLC included units which shared in the profits and losses of Warehouse Technologies LLC. The Company analyzed the calculation of earnings per unit for periods prior to the Business Combination and determined that it resulted in values that would not be meaningful to the users of these unaudited condensed consolidated financial statements. Therefore, earnings per share information has not been presented for periods prior to the Business Combination on June 7, 2022.


	Three Months Ended		Six Months Ended
	March 25, 2023		March 25, 2023
Numerator - basic and diluted
Net loss	$	(55,416)	$	(123,402)
Less: Net loss attributable to the noncontrolling interest	(49,298)		(110,091)
Net loss attributable to common stockholders	$	(6,118)	$	(13,311)
Denominator - basic and diluted
Weighted-average shares of Class A common shares outstanding	60,503,119		59,352,634
Loss per share of Class A common stock - basic and diluted	$	(0.10)	$	(0.22)

The Company’s Class V-1 Common Stock and Class V-3 Common Stock do not participate in the earnings or losses of the Company and are therefore not participating securities. As such, separate presentation of basic and diluted earnings per share of Class V-1 Common Stock and Class V-3 Common Stock under the two-class method has not been presented.

Since the Company incurred net losses for each of the periods presented, diluted net loss per share is the same as basic net loss per share. All of the Company’s unvested RSUs and shares issuable under the ESPP, as well as the Warrant Units were excluded in the calculation of diluted net loss per share as the effect would be anti-dilutive.

The Company uses the treasury stock method and the average market price per share during the period for calculating any potential dilutive effect of the RSUs, ESPP and Warrant Units. The average stock price for the three and six months ended March 25, 2023 was $15.92 and $13.72, respectively. For the three months ended March 25, 2023, there were 3,491,730 and 5,898,531 potentially dilutive common stock equivalents related to the RSUs and Warrant Units, respectively. For the six months ended March 25, 2023, there were 4,307,104 potentially dilutive common stock equivalents related to the Warrant Units.

Leases

6 Months Ended

Mar. 25, 2023

Leases [Abstract]

Leases

In connection with the adoption of ASUs 2016-02 and 2018-11 (see Note 2, Summary of Significant Accounting Policies), the Company updated its policy for recognizing leases under ASC Topic 842. A summary of the updated policy is included in Note 2, Summary of Significant Accounting Policies. Prior to September 25, 2022, the Company accounted for leases under ASC Topic 840, Leases.

Lease Portfolio

The Company leases office space in Wilmington, MA, Douglas, GA, and Montreal, QC through operating lease arrangements. The Company has no finance lease agreements. The operating lease arrangements expire at various dates through June 2026.

Impact of Adoption

The Company utilized the cumulative effect adjustment method of adoption and, accordingly, recorded ROU assets and lease liabilities of $5.5 million and $6.4 million, respectively, on the balance sheet at September 25, 2022. The Company elected the following practical expedients in accordance with ASC Topic 842:

•Reassessment elections - The Company elected the package of practical expedients, and did not reassess whether any existing contracts are or contain a lease, provided a lease analysis was conducted under ASC Topic 840. To the extent leases were identified under ASC Topic 840, the Company did not reassess the classification of those leases. Additionally, to the extent initial direct costs were capitalized under ASC Topic 840 and are not amortized as a result of the implementation of ASC Topic 842, they were not reassessed.

•Short-term lease election - ASC Topic 842 allows lessees an option to not recognize ROU assets and lease liabilities arising from short-term leases. A short-term lease is defined as a lease with an initial term of 12 months or less. The Company elected to not recognize short-term leases as ROU assets and lease liabilities on the balance sheet. All short-term leases which are not included on the Company’s balance sheet will be recognized within lease expense. Leases that have an initial term of 12 months or less with an option for renewal will need to be assessed in order to determine if the lease qualifies for the short-term lease exception. If the option is reasonably certain to be exercised, the lease does not qualify as a short-term lease.

The following table presents the balance sheet location of the Company’s operating leases (in thousands):


	March 25, 2023
ROU assets:
Other long-term assets	$	4,705

Lease Liabilities:
Accrued expenses and other current liabilities	$	1,962
Other long-term liabilities	3,535
Total lease liabilities	$	5,497

The following table presents maturities of the Company’s operating lease liabilities as of March 25, 2023, presented under ASC Topic 842 (in thousands):


	March 25, 2023
Remaining fiscal year 2023	$	1,146
Fiscal year 2024	2,328
Fiscal year 2025	2,030
Fiscal year 2026	552
Fiscal year 2027 and thereafter	—
Total future minimum payments	$	6,056
Less: Implied interest	(559)
Total lease liabilities	$	5,497

As of March 25, 2023, the weighted-average remaining lease term and the weighted-average incremental borrowing rate of the Company’s operating leases was approximately 2.7 years and 7.5%, respectively. Operating cash flows for amounts included in the measurement of the Company’s operating lease liabilities were $0.9 million for the six months ended March 25, 2023.

Summary of Significant Accounting Policies (Policies)	6 Months Ended
Summary of Significant Accounting Policies (Policies)	Mar. 25, 2023
Accounting Policies [Abstract]
Basis of Presentation	The accompanying unaudited condensed consolidated financial statements have been prepared in U.S. dollars, in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Certain information and note disclosures normally included in the Company’s annual audited consolidated financial statements and accompanying notes prepared in accordance with GAAP have been condensed in, or omitted from, these interim financial statements. Accordingly, these unaudited condensed consolidated financial statements included herein should be read in conjunction with the audited consolidated financial statements and accompanying notes thereto as of and for the year ended September 24, 2022, which are included within the Company’s Annual Report on Form 10-K, filed with the SEC on December 9, 2022. The September 24, 2022 consolidated balance sheet included herein is derived from the Company’s audited consolidated financial statements.
Consolidation	The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries and majority-owned subsidiaries and reflect all adjustments (consisting solely of normal, recurring adjustments) which are, in the opinion of management, necessary for a fair statement of results for the interim periods presented. All intercompany balances and transactions have been eliminated in consolidation. The consolidated financial statements include 100% of the accounts of wholly-owned and majority-owned subsidiaries and the ownership interest of the minority investor is recorded as a non-controlling interest in a subsidiary. The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for any future period or the entire fiscal year.
Fiscal Period	The Company operates and reports using a 52-53 week fiscal year ending on the last Saturday of September of each calendar year. Each of the Company’s fiscal quarters end on the last Saturday of the third month of each quarter.
Use of Estimates	Use of EstimatesThe preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates, judgments, and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses, and the amounts disclosed in the related notes to the consolidated financial statements. Actual results and outcomes may differ materially from management’s estimates, judgments, and assumptions. Significant estimates, judgments, and assumptions used in these financial statements include, but are not limited to, those related to revenue, useful lives and realizability of long-lived assets, accounting for income taxes and related valuation allowances, and stock-based compensation. Estimates are periodically reviewed in light of changes in circumstances, facts, and experience.
Leases	Leases The Company determines if an arrangement is a lease at its inception. When the arrangements include lease and non-lease components, the Company separates them and does not account for them as a single lease component. Leases with an initial term of less than 12 months are not reported on the balance sheet, but rather recognized as lease expense on a straight-line basis over the lease term. Arrangements may include options to extend or terminate the lease arrangement. These options are included in the lease term used to establish right-of-use (“ROU”) assets and lease liabilities when it is reasonably certain they will be exercised. The Company will reassess expected lease terms based on changes in circumstances that indicate options may be more or less likely to be exercised. The Company has lease arrangements that include variable rental payments. The future variability of these payments and adjustments are unknown and therefore are not included in minimum rental payments used to determine the ROU assets and lease liabilities. The Company has lease arrangements where it makes separate payments to the lessor based on the lessor’s common area maintenance expenses, property and casualty insurance costs, property taxes assessed on the property, and other variable expenses. Variable rental payments are recognized in the period in which their associated obligation is incurred. As most of the Company’s lease arrangements do not provide an implicit interest rate, an incremental borrowing rate is applied in determining the present value of future payments. The Company’s incremental borrowing rate is selected based upon information available at the lease commencement date, and represents the Company’s estimate of an interest rate that it would be able to obtain from a lender to borrow, on a collateralized basis, over a similar term to obtain an asset of similar value in a similar economic environment. The ROU assets are reported as “Other long-term assets” and lease liabilities are reported as “Other current liabilities” and “Other long-term liabilities” on the consolidated balance sheets. Operating lease expense is recognized on a straight-line basis over the lease term and is included in “Selling, general, and administrative expenses” in the consolidated statements of operations. Variable lease expense is included in “Selling, general, and administrative expenses” in the consolidated statements of operations.
Emerging Growth Company	Emerging Growth Company The Company is an emerging growth company (“EGC”), as defined in Section 2(a) of the Securities Act of 1933, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Section 102(b)(1) of the JOBS Act exempts EGCs from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an EGC can elect to opt out of the extended transition period and comply with the requirements that apply to non-EGCs but any such an election to opt out is irrevocable. The Company has not elected to opt out of such extended transition period which means that when a financial accounting standard is issued or revised and it has different application dates for public or private companies, the Company, as an EGC, can adopt the new or revised standard at the time private companies adopt the new or revised standard. The Company will be eligible to use this extended transition period under the JOBS Act until the earlier of the date it (i) is no longer an EGC or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, the Company’s financial statements may not be comparable to the financial statements of issuers who are required to comply with the effective dates for new or revised accounting standards that are applicable to public companies, which may make comparison of the Company’s financials to those of other public companies more difficult. The Company will cease to be an EGC on the date that is the earliest of (i) the end of the fiscal year in which total annual gross revenue exceeds $1.235 billion, (ii) the last day of the Company’s fiscal year following March 11, 2026 (the fifth anniversary of the date on which SVF 3 consummated the initial public offering of SVF 3); (iii) the date on which the Company has issued more than $1.0 billion in non-convertible debt during the preceding three-year period; or (iv) the end of the fiscal year in which the market value of the Company’s common stock held by non-affiliates exceeds $700 million as of the last business day of the most recently completed second fiscal quarter. As of the last business day of the most recently completed second fiscal quarter ended March 25, 2023, the market value of the Company’s common stock held by non-affiliates was approximately $517.3 million (based on the closing sales price of the Class A common stock on March 24, 2023 of $21.68), and therefore, the Company expects to continue to be an EGC as of the end of the current fiscal year ended September 30, 2023.
Recently Adopted Accounting Pronouncements and Recently Issued Accounting Pronouncements	Recently Adopted Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (“ASU 2016-02”). The ASU requires lessees to recognize the assets and liabilities on their balance sheet for the rights and obligations created by most leases and continue to recognize expenses on their income statements over the lease term. In July 2018, the FASB issued ASU 2018-11, Leases (Topic 842): Targeted Improvements, which provides entities with a new transition method where comparative periods presented in the financial statements in the period of adoption will not need to be restated. Under this new transition method, an entity initially applies the provisions of the standard at the adoption date, versus at the beginning of the earliest period presented, and recognizes a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The Company adopted ASU 2016-02 and ASU 2018-11 on September 25, 2022, as required by the ASUs, and utilized the cumulative effect adjustment approach, which did not result in an adjustment to the Company’s opening balance of retained earnings. At adoption, the Company recognized ROU assets and lease liabilities of $5.5 million and $6.4 million, respectively, on the balance sheet at September 25, 2022. The new standard did not materially impact the statements of operations, cash flows, or stockholders’ equity (deficit). In addition, the Company provides expanded disclosures related to its leasing arrangements in accordance with these ASUs. Refer to Note 5, Leases, for additional information. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes—Simplifying the Accounting for Income Taxes (“ASU 2019-12”). ASU 2019-12 simplifies the accounting for income taxes by removing certain exceptions to the general principles as well as clarifying and amending existing guidance to improve consistent application. The guidance is effective to the Company for fiscal years beginning after December 15, 2021, and for interim periods within fiscal years beginning after December 15, 2022, with early adoption permitted. The Company adopted ASU 2019-12 on September 25, 2022 and there was not a material impact of the adoption to the Company’s financial statements. Recently Issued Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, Measurement of Credit Losses on Financial Instruments, which amends the impairment model by requiring entities to use a forward-looking approach based on expected losses rather than incurred losses to estimate credit losses on certain types of financial instruments. This may result in the earlier recognition of allowances for losses. The guidance is effective to the Company for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, with early adoption permitted. The Company does not expect the new standard to have a material impact on its consolidated financial statements. Other recent accounting pronouncements that are or will be applicable to the Company did not, or are not expected to, have a material impact on the Company’s present or future financial statements.

Leases - Schedule of Operating Lease Liabilities (Details) - USD ($) $ in Thousands	Mar. 25, 2023	Sep. 24, 2022
Lessee, Operating Lease, Liability, to be Paid [Abstract]
Remaining fiscal year 2023	$ 1,146
Fiscal year 2024	2,328
Fiscal year 2025	2,030
Fiscal year 2026	552
Fiscal year 2027 and thereafter	0
Total future minimum payments	6,056
Less: Implied interest	(559)
Total lease liabilities	$ 5,497	$ 6,400

Unaudited Condensed Consolidated Statements of Comprehensive Loss (Parenthetical) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended
	Mar. 26, 2022	Mar. 26, 2022
Statement of Comprehensive Income [Abstract]
Changes in unrealized gain on investments, tax	$ 0	$ 0

Inventories (Details) - USD ($) $ in Thousands	3 Months Ended
Inventories (Details) - USD ($) $ in Thousands	Mar. 25, 2023	Sep. 24, 2022
Inventory Disclosure [Abstract]
Raw materials and components	$ 127,215	$ 88,999
Finished goods	13,226	2,901
Total inventories	140,441	$ 91,900
Inventory impairment charges	$ 5,200

Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	6 Months Ended
	Mar. 25, 2023	Mar. 26, 2022
Cash flows from operating activities:
Net loss	$ (123,402)	$ (52,956)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization	4,146	2,774
Foreign currency (gains) / losses	(6)	(45)
Loss on abandonment of assets	0	4,098
Loss on impairment of assets	123	0
Stock-based compensation	84,763	50
Changes in operating assets and liabilities:
Accounts receivable	(121,137)	(25,606)
Inventories	(48,693)	(38,544)
Prepaid expenses and other current assets	25,372	(20,949)
Deferred expenses	(7,729)	480
Other long-term assets	(5,483)	(19)
Accounts payable	19,718	26,796
Accrued expenses and other current liabilities	34,583	(8,764)
Deferred revenue	263,464	49,354
Other long-term liabilities	6,645	429
Net cash provided by (used in) operating activities	132,364	(62,902)
Cash flows from investing activities:
Purchases of property and equipment	(13,007)	(8,560)
Purchases of marketable securities	(203,140)	0
Net cash used in investing activities	(216,147)	(8,560)
Cash flows from financing activities:
Proceeds from issuance of Class A Common Units	0	173,796
Payment for taxes related to net share settlement of stock-based compensation awards	(11,713)	0
Net proceeds from issuance of common stock under employee stock purchase plan	987	0
Net cash provided by (used in) financing activities	(10,726)	173,796
Effect of exchange rate changes on cash, cash equivalents, and restricted cash	138	76
Net increase (decrease) in cash, cash equivalents, and restricted cash	(94,371)	102,410
Cash, cash equivalents, and restricted cash — beginning of period	353,457	156,634
Cash, cash equivalents, and restricted cash — end of period	$ 259,086	$ 259,044

Inventories

6 Months Ended

Mar. 25, 2023

Inventory Disclosure [Abstract]

Inventories

Inventories at March 25, 2023 and September 24, 2022 consist of the following (in thousands):


	March 25, 2023		September 24, 2022
Raw materials and components	$	127,215	$	88,999
Finished goods	13,226		2,901
Total inventories	$	140,441	$	91,900

During the second quarter of fiscal year 2023, inventory impairment charges of $5.2 million were recorded resulting from management’s commitment to actions to restructure certain parts of the Company within the U.S. and Canada, as further described in Note 8, Severance Charges. These impairment charges were recorded within Systems Cost of Revenue in the Consolidated Statements of Operations.

Stock-Based Compensation and Warrant Units - Summary of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended
	Mar. 25, 2023	Mar. 25, 2023
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	$ 35,223	$ 84,763
Cost of revenue \| Systems
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	9	16
Cost of revenue \| Software maintenance and support
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	87	96
Cost of revenue \| Operation services
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	345	641
Research and development
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	15,757	38,585
Selling, general, and administrative
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	19,025	45,425
RSUs (service-based and performance-based)
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	34,945	84,168
Employee stock purchase plan
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	$ 278	$ 595

Fair Value Measures

6 Months Ended

Mar. 25, 2023

Fair Value Disclosures [Abstract]

Fair Value Measures

The Company measures certain financial assets at fair value. Fair value is determined based upon the exit price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants, as determined by either the principal market or the most advantageous market. Inputs used in the valuation techniques to derive fair values are classified based on a three-level hierarchy, as follows:

Level 1 – inputs to the valuation methodology are quoted prices (unadjusted) for an identical asset or liability in an active market

Level 2 – inputs to the valuation methodology include quoted prices for a similar asset or liability in an active market or model-derived valuations in which all significant inputs are observable for substantially the full term of the asset or liability

Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value measurement of the asset or liability


	March 25, 2023								September 24, 2022
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Assets:
Money market funds	$	114,478	$	—	$	—	$	114,478	$	333,388	$	—	$	—	$	333,388
U.S. Treasury securities	—		284,981		—		284,981		—		—		—		—
Total assets	$	114,478	$	284,981	$	—	$	399,459	$	333,388	$	—	$	—	$	333,388

The Company had no liabilities measured and recorded at fair value on a recurring basis as of March 25, 2023 and September 24, 2022.

The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. The fair value of the Company’s investments in certain money market funds is their face value and such instruments are classified as Level 1 and are included in cash and cash equivalents on the consolidated balance sheets. At March 25, 2023, Level 2 securities were priced by pricing vendors. These pricing vendors utilize the most recent observable market information in pricing these securities or, if specific prices are not available for these securities, use other observable inputs like market transactions involving identical or comparable securities.

At March 25, 2023, the amortized cost of the Company’s U.S. Treasury securities is $282.6 million, with unrealized gains of $2.4 million and no unrealized losses, resulting in a fair value of $285.0 million. As the amortized cost basis is less than the fair value at March 25, 2023, the Company has concluded that there is no plan to sell the security nor is it more likely than not that the Company would be required to sell the security before its anticipated recovery. As applicable, when making the determination as to whether unrealized losses are other-than-temporary, the Company considers the length of time and extent to which each investment has been in an unrealized loss position, the financial condition and near-term prospects of the issuers, the issuers’ credit rating, and the time to maturity. Included in the amortized cost of $282.6 million is $79.1 million of cash and cash equivalents related to U.S. Treasury securities with an original maturity of three months or less.

Restructuring and Related Activities [Abstract]

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Unaudited Condensed Consolidated Balance Sheets (Parenthetical) - shares	Mar. 25, 2023	Sep. 24, 2022
Common stock, outstanding (in shares)	555,296,804	553,889,249
Class A Common Stock
Common stock, authorized (in shares)	3,000,000,000	3,000,000,000
Common stock, issued (in shares)	61,283,689	57,718,836
Common stock, outstanding (in shares)	61,283,689	57,718,836
Class V-1 Common Stock
Common stock, authorized (in shares)	1,000,000,000	1,000,000,000
Common stock, issued (in shares)	77,080,090	79,237,388
Common stock, outstanding (in shares)	77,080,090	79,237,388
Class V-3 Common Stock
Common stock, authorized (in shares)	450,000,000	450,000,000
Common stock, issued (in shares)	416,933,025	416,933,025
Common stock, outstanding (in shares)	416,933,025	416,933,025

Severance Charges (Tables)

6 Months Ended

Mar. 25, 2023

Schedule of Severance Liabilities


	March 25, 2023
Severance liability at September 25, 2022	$	1,051
Severance charges	5,242
Cash paid and other	(4,118)
Severance liability at March 25, 2023	$	2,175

Noncontrolling Interests - Narrative (Details)		2 Months Ended	3 Months Ended	6 Months Ended
Noncontrolling Interests - Narrative (Details)	Jun. 07, 2022 vote shares	Aug. 31, 2022 shares	Mar. 25, 2023 shares	Mar. 25, 2023 shares
Noncontrolling Interest [Line Items]
Issuance (in shares)			1,757,749	1,775,249
Conversion period				7 years
Class V-1 Common Stock
Noncontrolling Interest [Line Items]
Issuance (in shares)	60,844,573	20,000,000
Number of votes per common share \| vote	1
Class V-3 Common Stock
Noncontrolling Interest [Line Items]
Issuance (in shares)	416,933,025
Number of votes per common share \| vote	3
New Symbotic Holdings Common Units
Noncontrolling Interest [Line Items]
Issuance (in shares)		20,000,000

Revenue - Schedules of Concentration Risk (Details) - Customer Concentration Risk	3 Months Ended		6 Months Ended		12 Months Ended
	Mar. 25, 2023	Mar. 26, 2022	Mar. 25, 2023	Mar. 26, 2022	Sep. 24, 2022
Revenue from Contract with Customer Benchmark \| Customer A
Concentration Risk [Line Items]
Concentration risk, percentage	89.70%	91.70%	86.10%	90.00%
Accounts Receivable \| Customer A
Concentration Risk [Line Items]
Concentration risk, percentage			96.60%		39.50%
Accounts Receivable \| Customer B
Concentration Risk [Line Items]
Concentration risk, percentage					40.70%
Accounts Receivable \| Customer C
Concentration Risk [Line Items]
Concentration risk, percentage					15.30%
Accounts Receivable \| Customer Total
Concentration Risk [Line Items]
Concentration risk, percentage			96.60%		95.50%

Summary of Significant Accounting Policies (Tables)

6 Months Ended

Mar. 25, 2023

Accounting Policies [Abstract]

Schedule of Cash and Cash Equivalents

The following table summarizes the end-of-period cash and cash equivalents from the Company’s Consolidated Balance Sheets and the total cash, cash equivalents, and restricted cash as presented on the accompanying Consolidated Statements of Cash Flows (in thousands):


	Six Months Ended
	March 25, 2023		March 26, 2022
Cash and cash equivalents	$	256,954	$	259,044
Restricted cash classified in:
Other long-term assets	2,132		—
Cash, cash equivalents, and restricted cash shown in the statement of cash flows	$	259,086	$	259,044

Schedule of Restricted Cash


	Six Months Ended
	March 25, 2023		March 26, 2022
Cash and cash equivalents	$	256,954	$	259,044
Restricted cash classified in:
Other long-term assets	2,132		—
Cash, cash equivalents, and restricted cash shown in the statement of cash flows	$	259,086	$	259,044

Commitments and Contingencies (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Mar. 25, 2023	Mar. 26, 2022	Mar. 25, 2023	Mar. 26, 2022
Movement in Standard and Extended Product Warranty Accrual, Increase (Decrease) [Roll Forward]
Balance at beginning of period	$ 9,990	$ 3,970	$ 9,004	$ 3,735
Provision	4,484	452	6,701	1,373
Warranty usage	(2,058)	(32)	(3,289)	(718)
Balance at end of period	$ 12,416	$ 4,390	$ 12,416	$ 4,390

Related Party Transactions	6 Months Ended
Related Party Transactions	Mar. 25, 2023
Related Party Transactions [Abstract]
Related Party Transactions	Related Party Transactions Insurance Coverage Prior to the first quarter of fiscal year 2023, the Company was covered under the C&S Wholesale Grocers, Inc. (“C&S”) workers’ compensation, general liability, auto liability risk, and technology errors and omissions insurance which C&S managed through the utilization of high deductible insurance policies. C&S is an affiliate of the Company as the same individual, certain of his family members and certain affiliated entities and trusts of the individual and his family members, in the aggregate, control both entities. The Company paid $0.6 million and $1.0 million to C&S related to this insurance coverage during the three and six months ended March 26, 2022. The amounts were expensed to operations as incurred. Aircraft Time Sharing Agreement In December 2021 and May 2022, the Company entered into aircraft time-sharing agreements with C&S whereby the Company’s officials, employees, and guests are permitted to use the two C&S aircrafts on an as-needed and as-available basis, with no minimum usage being required. As there is no defined period of time stated within these aircraft time-sharing agreements, the Company does not consider these to meet the definition of a lease, and as such, records payments in the period in which the obligation for the payment is incurred. For the three and six months ended March 25, 2023, the Company incurred expense of $0.3 million and $0.4 million, respectively. No expense was recorded for the three and six months ended March 26, 2022 related to these aircraft time-sharing agreements. Usage of Facility and Employee Services In the fourth quarter of fiscal year 2022, the Company entered into a license arrangement with C&S whereby C&S is providing receiving and logistics services for the Company within a C&S distribution facility. The arrangement also provides for C&S employees assisting with certain of the Company’s operations. For the three and six months ended March 25, 2023, the Company incurred $0.7 million and $1.0 million, respectively, of expense related to this arrangement. Customer Contracts The Company has customer contracts with C&S relating to systems implementation, software maintenance services and the operations of a warehouse automation system. For the three and six months ended March 25, 2023, revenue of $7.2 million and $12.7 million was recognized, respectively, relating to these customer contracts. For the three and six months ended March 26, 2022, revenue of $0.9 million and $1.7 million was recognized, respectively, relating to these customer contracts. There were no accounts receivable due from C&S at March 25, 2023 and September 24, 2022. There was $10.1 million of deferred revenue relating to contracts with C&S at March 25, 2023 and $0.5 million of deferred revenue relating to contracts with C&S at September 24, 2022.

Noncontrolling Interests

6 Months Ended

Mar. 25, 2023

Noncontrolling Interest [Abstract]

Noncontrolling Interests

Noncontrolling InterestsNoncontrolling interests represent the portion of net assets in consolidated entities that are not owned by the Company. Following the Business Combination, Legacy Warehouse unitholders hold their economic interests directly in New Symbotic Holdings. Upon completion of the Business Combination, Symbotic Inc. issued to Legacy Warehouse unitholders an aggregate of 60,844,573 shares of Symbotic Class V-1 Common Stock and 416,933,025 shares of Symbotic Class V-3 Common Stock, each of which is exchangeable, together with a New Symbotic Holdings Common Unit, into an equal number of Class A Common Stock. Class V-1 and Class V-3 Common Stock are non-economic voting shares in Symbotic Inc. where Class V-1 Common Stock have one vote per share and Class V-3 Common Stock have three votes per share. Class V-3 Common Stock can convert into Class V-1 Common Stock in certain situations, including automatically, seven years following the Business Combination. Pursuant to the Merger Agreement, the Company issued an additional 20,000,000 New Symbotic Common Units and an equal number of shares of Symbotic Class V-1 Common Stock to Legacy Warehouse unitholders as earnout shares in July and August 2022 upon the achievement of triggering events specified in the Merger Agreement tied to the volume weighted average price of Class A Common Stock.

The following table summarizes the ownership of Symbotic Inc. stock for the three months ended March 25, 2023.


	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
Beginning of period	58,584,690	495,322,059	553,906,749
Issuances	1,757,749	—	1,757,749
Exchanges	941,250	(941,250)	—
Cancellations	—	(367,694)	(367,694)
End of period	61,283,689	494,013,115	555,296,804	11.0	%	89.0	%	100	%

The following table summarizes the ownership of Symbotic Inc. stock for the six months ended March 25, 2023.


	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
Beginning of period	57,718,836	496,170,413	553,889,249
Issuances	1,775,249	—	1,775,249
Exchanges	1,789,604	(1,789,604)	—
Cancellations	—	(367,694)	(367,694)
End of period	61,283,689	494,013,115	555,296,804	11.0	%	89.0	%	100	%

Related Party Transactions (Details)	3 Months Ended		6 Months Ended
Related Party Transactions (Details)	Mar. 25, 2023 USD ($) aircraft	Mar. 26, 2022 USD ($)	Mar. 25, 2023 USD ($) aircraft	Mar. 26, 2022 USD ($)	Sep. 24, 2022 USD ($)
Related Party Transaction [Line Items]
Contract liabilities	$ 665,440,000		$ 665,440,000		$ 394,244,000
Insurance Coverage \| Affiliated Entity
Related Party Transaction [Line Items]
Expenses from transactions with related party		$ 600,000		$ 1,000,000
Aircraft Time Sharing Agreement \| Affiliated Entity
Related Party Transaction [Line Items]
Expenses from transactions with related party	$ 300,000	0	$ 400,000	0
Number of aircrafts \| aircraft	2		2
Usage of Facility and Employee Services \| Affiliated Entity
Related Party Transaction [Line Items]
Expenses from transactions with related party	$ 700,000		$ 1,000,000
Customer Contracts \| Affiliated Entity
Related Party Transaction [Line Items]
Revenue from related parties	7,200,000	$ 900,000	12,700,000	$ 1,700,000
Accounts receivable from related parties	0		0		0
Contract liabilities	$ 10,100,000		$ 10,100,000		$ 500,000

Stock-Based Compensation and Warrant Units

6 Months Ended

Mar. 25, 2023

Share-Based Payment Arrangement [Abstract]

Stock-Based Compensation and Warrant Units

Employee Stock Purchase Plan

On June 3, 2022, the Company’s stockholders approved, and on June 7, 2022, the Company’s board of directors adopted the 2022 Employee Stock Purchase Plan (the “ESPP”). The ESPP authorizes the issuance of up to a total of 1,266,604 shares of common stock to participating employees, and allows eligible employees to purchase shares of Class A Common Stock at a 15% discount from the fair market value of the stock as determined on specific dates at six-month intervals. The offering periods for the ESPP generally start on the first trading day on or after January 1st and July 1st of each year. However, the first offering period for the ESPP commenced on the first trading day after October 1, 2022 and ended on December 31, 2022, with the second offering period commencing on the first trading day after January 1, 2023 and ending on June 30, 2023.

Stock-Based Compensation


	Three Months Ended		Six Months Ended
	March 25, 2023		March 25, 2023
RSUs (service-based and performance-based)	$	34,945	$	84,168
Employee stock purchase plan	278		595
Total stock-based compensation expense	$	35,223	$	84,763

Effect of stock-based compensation expense on income by line item (in thousands):


	Three Months Ended		Six Months Ended
	March 25, 2023		March 25, 2023
Cost of revenue, Systems	$	9	$	16
Cost of revenue, Software maintenance and support	87		96
Cost of revenue, Operation services	345		641
Research and development	15,757		38,585
Selling, general, and administrative	19,025		45,425
Total stock-based compensation expense	$	35,223	$	84,763

Warrant Units

On May 20, 2022, in connection with its entry into the 2nd Amended and Restated Master Automation Agreement, the Company issued Walmart a warrant to acquire up to an aggregate of 258,972 Legacy Warehouse Class A Units (“May 2022 Warrant”), subject to certain vesting conditions. The May 2022 Warrant had a grant date fair value of $224.45. In connection with the closing of the Business Combination, the May 2022 Warrant was converted into a new warrant to acquire up to an aggregate of 15,870,411 common units of Symbotic Holdings (“June 2022 Warrant” and, the common units of Symbotic Holdings issuable thereunder, the “Warrant Units”). As of March 25, 2023, the June 2022 Warrant had vested, as the installation commencement date for certain Systems which the Company is installing in Walmart’s 42 regional distribution centers had occurred. Upon this vesting, units may be acquired at an exercise price of $10.00 per unit. The Warrant Units contain customary anti-dilution, down-round, and change-in-control provisions. The right to purchase units in connection with the June 2022 Warrant expires on June 7, 2027.

Property and Equipment (Tables)

6 Months Ended

Mar. 25, 2023

Property, Plant and Equipment [Abstract]

Summary of Property and Equipment

Property and equipment at March 25, 2023 and September 24, 2022 consists of the following (in thousands):


	March 25, 2023		September 24, 2022
Computer equipment and software, furniture and fixtures, and test equipment	$	59,543	$	45,818
Leasehold improvements	2,896		2,904
Total property and equipment	62,439		48,722
Less accumulated depreciation	(26,900)		(23,844)
Property and equipment, net	$	35,539	$	24,878

Commitments and Contingencies (Tables)

6 Months Ended

Mar. 25, 2023

Commitments and Contingencies Disclosure [Abstract]

Summary of Warranty Accrual

Activity related to the warranty accrual is as follows (in thousands):


	Three Months Ended				Six Months Ended
	March 25, 2023		March 26, 2022		March 25, 2023		March 26, 2022
Balance at beginning of period	$	9,990	$	3,970	$	9,004	$	3,735
Provision	4,484		452		6,701		1,373
Warranty usage	(2,058)		(32)		(3,289)		(718)
Balance at end of period	$	12,416	$	4,390	$	12,416	$	4,390

Property and Equipment - Narrative (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Mar. 25, 2023	Mar. 26, 2022	Mar. 25, 2023	Mar. 26, 2022
Property, Plant and Equipment [Abstract]
Depreciation	$ 1.6	$ 1.3	$ 3.2	$ 2.5

Segment and Geographic Information (Tables)

6 Months Ended

Mar. 25, 2023

Segment Reporting [Abstract]

Schedule of Revenue and Property and Equipment by Geographical Region

Revenue by geographical region for the three and six months ended March 25, 2023 and March 26, 2022 are as follows (in thousands):


	Three Months Ended						Six Months Ended
	March 25, 2023			March 26, 2022			March 25, 2023			March 26, 2022
United States	$	265,962		$	95,392		$	471,382		$	171,630
Canada	892			892			1,784			1,718
Total revenue	$	266,854		$	96,284		$	473,166		$	173,348
Percentage of revenue generated outside of the United States	—		%	1		%	—		%	1		%

Total property and equipment, net by geographical region at March 25, 2023 and at September 24, 2022 are as follows (in thousands):


	March 25, 2023			September 24, 2022
United States	$	34,553		$	23,640
Canada	986			1,238
Total property and equipment, net	$	35,539		$	24,878
Percentage of property and equipment, net held outside of the United States	3		%	5		%

Revenue

6 Months Ended

Mar. 25, 2023

Revenue from Contract with Customer [Abstract]

Revenue

The Company generates revenue through its design and installation of modular inventory management systems (the “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 system to be programmed to operate within specific customer environments. The Company enters 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. The Company determines 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 the Company’s commitment to provide the services to the customer is separately identifiable from other obligations in the contract.

The Company recognizes revenue upon transfer of control of promised goods or services in a contract with a customer, generally as title and risk of loss pass to the customer, in an amount that reflects the consideration the Company expects to receive in exchange for those products or services. Revenue is recognized only to the extent that it is probable that a significant reversal of revenue will not occur and when collection is considered probable. In instances where the timing of revenue recognition differs from the timing of invoicing, the Company has determined its contracts do not include a significant financing component. Taxes collected from customers, which are subsequently remitted to governmental authorities, are excluded from revenue. Shipping and handling costs billed to customers are included in revenue and the related costs are included in cost of revenue when control transfers to the customer. The Company presents amounts collected from customers for sales and other taxes net of the related amounts remitted.

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 the Company cannot objectively determine that acceptance criteria will be met upon contract inception, revenue relating to systems is deferred and recognized at a point in time upon final acceptance from the customer. If acceptance can be reasonably certain upon contract inception, revenue is recognized over time based on an input method, using a cost-to-cost measure of progress.

Disaggregation of Revenue

The Company provides disaggregation of revenue based on product and service type on the consolidated statements of operations as it believes these categories best depict how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors.

Contract Balances

The following table provides information about accounts receivable, unbilled accounts receivable, and contract liabilities from contracts with customers (in thousands):


	March 25, 2023		September 24, 2022
Accounts receivable	$	124,525	$	3,412
Unbilled accounts receivable	$	63,502	$	101,816
Contract liabilities	$	689,174	$	425,709

The change in the opening and closing balances of the Company’s contract liabilities primarily results from the timing difference between the Company’s performance and customer payments. The Company’s performance obligations are typically satisfied over time as work is performed. Payment from customers can vary, and is often received in advance of satisfaction of the performance obligations, resulting in a contract liability balance. During the six months ended March 25, 2023 and March 26, 2022, the Company recognized $229.0 million and $140.6 million, respectively, of the contract liability balance as revenue upon transfer of the products or services to customers.

Remaining Performance Obligations

Remaining performance obligations represent the aggregate amount of the transaction price allocated to performance obligations not delivered, or partially undelivered, at the end of the reporting period. Remaining performance obligations include deferred revenue plus unbilled amounts not yet recorded in deferred revenue. Remaining performance obligation estimates are subject to change and are affected by several factors, including terminations, changes in scope of contracts, periodic revalidation, adjustments for revenue that have not materialized, adjustments for inflation, and adjustments for currency. For contracts with a duration of greater than one year, the transaction price allocated to performance obligations that are unsatisfied as of March 25, 2023 was $12.0 billion, which is primarily comprised of undelivered or partially undelivered Systems under contract, and which a substantial majority relates to undelivered or partially undelivered Systems in connection with the Master Automation Agreement with Walmart Inc. (“Walmart”) to implement Systems in all of Walmart’s 42 regional distribution centers. The definition of remaining performance obligations excludes: (i) any variable consideration, including future adjustments for inflation or deflation, and (ii) those contracts that provide the customer with the right to cancel or terminate the contract without incurring a substantial penalty. The Company expects to recognize approximately 11% of its remaining performance obligations as revenue in the next 12 months, approximately 80% of its remaining performance obligations as revenue within 5 years, and the remaining thereafter, which is dependent on the timing of System installation timelines. The Company does not disclose the value of remaining performance obligations for contracts with an original expected duration of one year or less.

Significant Customers

For the three and six months ended March 25, 2023, there was one customer that individually accounted for 10% or more of total revenue. For the three and six months ended March 26, 2022, there was one customer that accounted for 10% or more of total revenue. The following table represents this customer’s aggregate percent of total revenue for each of the three and six month periods.


	Three Months Ended				Six Months Ended
	March 25, 2023		March 26, 2022		March 25, 2023		March 26, 2022
Customer A	89.7	%	91.7	%	86.1	%	90.0	%

At March 25, 2023, one customer accounted for over 10% of the Company’s accounts receivable balance, and three customers accounted for over 10% of the Company’s accounts receivable balance at September 24, 2022. The following table represents these customers’ aggregate percent of total accounts receivable. The symbol “n/a” indicates that such customer’s accounts receivable balance at the period indicated within the table did not exceed 10% of the Company’s accounts receivable balance.


	March 25, 2023		September 24, 2022
Customer A	96.6	%	39.5	%
Customer B	n/a		40.7	%
Customer C	n/a		15.3	%
Aggregate Percent of Total Accounts Receivable	96.6	%	95.5	%

The concentration in the volume of business transacted with these customers may lead to a material impact on the Company’s results from operations if a total or partial loss of the business relationship were to occur. As of the date of the issuance of these financial statements, the Company is not aware of any specific event or circumstance which would result in a material adverse impact to its results of operations or liquidity and financial condition.

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-URI https://asc.fasb.org/topic&trid=49130388

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Section 50
-Paragraph 10
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
-Paragraph 13
-Subparagraph (b)(2)
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-Name Accounting Standards Codification
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-Section 50
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-Subparagraph (b)
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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