UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 8, 2022 (
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code:
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 2.02 | Results of Operations and Financial Condition. |
On November 8, 2022, View, Inc. (“View”) issued a press release, a copy of which is attached hereto as Exhibit 99.1 (the “Press Release”), announcing its financial results for the quarter ended September 30, 2022, and reaffirming its 2022 full year guidance. All of the information in the Press Release is incorporated by reference herein. All such information is being furnished rather than “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
| Item 7.01 | Regulation FD Disclosure. |
The information disclosed under Item 2.02 of this Current Report on Form 8-K is incorporated by reference into this Item 7.01 to the extent required.
Forward-Looking Statements
This Current Report on Form 8-K and certain materials View files with the U.S. Securities and Exchange Commission, as well as information included in oral statements or other written statements made or to be made by View, other than statements of historical fact, contain certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. These forward-looking statements are based on current expectations, estimates, assumptions, projections, and management’s beliefs, that are subject to change. There can be no assurance that these forward-looking statements will be achieved; these statements are not guarantees of future performance and are subject to certain risks, uncertainties, and other factors, many of which are beyond View’s control and are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. View’s business is subject to a number of risks, which are described more fully in View’s Annual Report on Form 10-K for the year ended December 31, 2021, and subsequent Quarterly Reports on Form 10-Q. View undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date hereof.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| 99.1 | Press Release, dated November 8, 2022 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| VIEW, INC. | ||
| By: | /s/ Bill Krause | |
| Name: | Bill Krause | |
| Title: | Chief Legal Officer | |
Dated: November 8, 2022
Exhibit 99.1
View Announces Q3 Results and Reaffirms 2022 Full Year Guidance; Completes $200M Financing
Q3 2022 Financial Highlights
| • | Third quarter revenue of $24 million grew 46% q/q compared to $16 million in Q2 2022 and grew 26% y/y compared to $19 million for the same period in 2021 |
| • | Year-to-date revenues of $57 million represent 25% y/y growth compared to $46 million for the same period in 2021 and year-to-date cost of revenue declined by 6% y/y compared to the same period in 2021 |
| • | Revenue growth, cost reduction initiatives and working capital management significantly improved cash used in operations from $82 million in Q2 2022 to $51 million in Q3 2022, in line with management’s expectations for improving cash burn in 2H 2022 |
| • | Management reaffirms full year 2022 revenue guidance of $100 million to $110 million |
Key Announcements
| • | View is seeing acceleration in customer interest following the passage of the Inflation Reduction Act of 2022 which includes a 30% to 50% Investment Tax Credit (ITC) for smart windows |
| • | View completed $200 million financing through the sale of convertible senior notes to support the Company’s continued growth and path to profitability |
| • | The investment was led by RXR-affiliated investment vehicles, with participation from USAA Real Estate, Anson Funds, and the Environmental Strategies Group of BNP Paribas Asset Management |
| • | Scott Rechler, Chairman and CEO of RXR, has joined View’s Board of Directors |
Milpitas, CA, November 8, 2022: View, Inc. (Nasdaq: VIEW) (“View” or the “Company”), a leader in smart building platforms and technologies, today announced financial results for Q3 2022.
“I am proud of the View team and what we have accomplished together building great products and serving our customers well to drive transformation in the real estate industry,” said Dr. Rao Mulpuri, CEO of View. “With proven products installed in 100 million square feet of buildings and market leading customers, we are excited about the next stage of our journey. We have in place the manufacturing capacity, operational infrastructure, and capital to support our growth and execute on our profitability milestones.”
Q3 2022 Results
Q3 2022 revenue of $24 million represents a 26% year-over-year increase from Q3 2021, due to growth across all product lines, including Smart Glass, Smart Building Platform and Smart Building Technologies. Year-to-date revenue of $57 million represents a 25% year-over-year increase.
Q3 2022 cost of revenues of $49 million represents a 5% year-over-year decrease from Q3 2021. The decrease in cost of revenues was primarily driven by a decrease in new contract loss accruals, recently implemented cost savings initiatives and improved inventory management, partially offset by higher costs associated with increased Smart Building Platform revenues and higher production requirements. Year-to-date cost of revenue declined by 6% y/y compared to the same period in 2021. Cost of revenues continue to decrease as a percentage of revenues, reflecting the benefit of growing revenues over the Company’s fixed costs.
View incurred $16 million in Research and Development (“R&D”) expenses in Q3 2022, a decrease of 57% from Q3 2021. The decrease in R&D expenses was primarily driven by a reduction in depreciation expense following a one-time charge in Q3 2021 of $14 million, completion of R&D projects and cost savings initiatives.
View incurred $41 million in Selling, General and Administrative (“SG&A”) expenses, an increase of 8% from Q3 2021, primarily due to an increase in non-cash Employee Stock Based Compensation expense. Other spending in SG&A was held relatively flat compared to the year prior.
$200 million Convertible Notes
On October 27th, View announced it raised $200 million in Convertible Senior Notes to support the Company’s continued growth and path to profitability. The investment was led by RXR-affiliated investment vehicles, with participation from USAA Real Estate, Anson Funds, and the Environmental Strategies Group of BNP Paribas Asset Management, as well as other new and existing investors.
This investment by leading real estate developers and operators represents an endorsement of View’s leadership position and vision for transforming real estate into more sustainable, healthier, and smarter infrastructure built to better serve users.
Investment Tax Credit
In August, the Inflation Reduction Act of 2022 was signed into law and included smart windows under Section 48 ITC, which provides a tax credit similar to solar, wind and storage. This is a major inflection point for the industry and is intended to accelerate deployment of smart windows.
View Smart Windows are expected to qualify for a 30% to 50% tax credit. The Company expects ITC to bring smart windows to cost parity with conventional windows and be the catalyst to drive mass adoption of smart windows.
Full Year 2022 Outlook
With continued execution and momentum year-to-date, the Company reaffirms full year 2022 revenues in the range of $100 million to $110 million, driven by volume growth, strong ASPs, and continued traction with Smart Building Platform and Smart Building Technologies products.
Conference Call and Webcast Details
View will host a conference call to discuss its results on November 8th, 2022, at 1:30 p.m. Pacific Time / 4:30 p.m. Eastern Time. The live webcast of the call can be accessed at the View Investor Relations website at https://investors.view.com, along with the Company’s earnings press release.
The U.S. dial-in for the call is 1-877-524-8416 (1-412-902-1028 for non-U.S. callers). Callers should ask to join the View, Inc. call. A replay of the conference call will be available for 1 week after the call, while an archived version of the webcast will be available on the View Investor Relations website for 90 days. The U.S. dial-in for the conference call replay is 1-877-660-6853 (1-201-612-7415 for non-U.S. callers). The replay access code is 13734266.
Forward-Looking Statements
This press release and certain materials View files with the SEC, as well as information included in oral statements or other written statements made or to be made by View, other than statements of
historical fact, contain certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. These forward-looking statements are based on current expectations, estimates, assumptions, projections, and management’s beliefs, that are subject to change. There can be no assurance that these forward-looking statements will be achieved; these statements are not guarantees of future performance and are subject to certain risks, uncertainties, and other factors, many of which are beyond View’s control and are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. View’s business is subject to a number of risks, which are described more fully in View’s Annual Report on Form 10-K for the year ended December 31, 2021, and subsequent Quarterly Reports on Form 10-Q. View undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date hereof.
Financial Information; Non-GAAP Financial Measures
This press release contains certain financial information and data that was not prepared in accordance with United States generally accepted accounting principles (“GAAP”). These non-GAAP measures, and other measures that are calculated using such non-GAAP measures, are an addition to, and not a substitute for or superior to, measures of financial performance prepared in accordance with GAAP and should not be considered as an alternative to any performance measures derived in accordance with GAAP.
The Company presents these non-GAAP amounts because management believes they provide useful information to management and investors regarding certain financial and business trends relating to View’s financial condition and results of operations, and they assist management and investors in comparing the Company’s performance across reporting periods on a consistent basis. View’s management uses these non-GAAP measures for trend analyses, for purposes of determining management incentive compensation and for budgeting and planning purposes. View believes that the use of these non-GAAP financial measures provides an additional tool for investors to use in evaluating operating results and trends in and in comparing View’s financial measures with those of other similar companies, many of which present similar non-GAAP financial measures to investors. View’s management does not consider these non-GAAP measures in isolation or as an alternative to financial measures determined in accordance with GAAP.
However, there are a number of limitations related to the use of these non-GAAP measures and their nearest GAAP equivalents. For example, other companies may calculate non-GAAP measures differently, or may use other measures to calculate their financial performance, and therefore View’s non-GAAP measures may not be directly comparable to similarly titled measures of other companies.
Reconciliations from GAAP to non-GAAP results are included in the financial statements contained in this release.
About View
View is the leader in smart building technologies that transform buildings to improve human health and experience, reduce energy consumption and carbon emissions, and generate additional revenue for building owners. View Smart Windows use artificial intelligence to automatically adjust in response to outdoor conditions, eliminating the need for blinds and increasing access to natural light. Every View installation includes a cloud-connected smart building platform that can easily be extended to reimagine the occupant experience. View’s products are installed in offices, apartments, airports, hotels, and educational facilities. For more information, please visit: www.view.com.
For further information:
Investors:
Samuel Meehan
View, Inc.
IR@View.com
408-493-1358
VIEW, INC.
Condensed Consolidated Statements of Comprehensive Loss
(unaudited)
(in thousands, except share and per share data)
| Three Months Ended | Nine Months Ended | |||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| Revenue |
$ | 23,762 | $ | 18,884 | $ | 57,090 | $ | 45,579 | ||||||||
| Costs and expenses: |
||||||||||||||||
| Cost of revenue |
49,126 | 51,828 | 129,219 | 137,617 | ||||||||||||
| Research and development |
15,554 | 36,314 | 56,157 | 73,924 | ||||||||||||
| Selling, general, and administrative |
41,174 | 38,210 | 124,888 | 94,543 | ||||||||||||
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|||||||||
| Total costs and expenses |
105,854 | 126,352 | 310,264 | 306,084 | ||||||||||||
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|||||||||
| Loss from operations |
(82,092 | ) | (107,468 | ) | (253,174 | ) | (260,505 | ) | ||||||||
| Interest and other expense (income), net |
||||||||||||||||
| Interest expense, net |
58 | 287 | 324 | 5,906 | ||||||||||||
| Other expense (income), net |
118 | (100 | ) | 259 | 6,320 | |||||||||||
| Gain on fair value change, net |
(226 | ) | (13,078 | ) | (6,511 | ) | (18,426 | ) | ||||||||
| Loss on extinguishment of debt |
— | — | — | 10,018 | ||||||||||||
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| Interest and other (income) expense, net |
(50 | ) | (12,891 | ) | (5,928 | ) | 3,818 | |||||||||
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| Loss before provision (benefit) for income taxes |
(82,042 | ) | (94,577 | ) | (247,246 | ) | (264,323 | ) | ||||||||
| Provision (benefit) for income taxes |
23 | (425 | ) | 77 | (416 | ) | ||||||||||
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|||||||||
| Net and comprehensive loss |
$ | (82,065 | ) | $ | (94,152 | ) | $ | (247,323 | ) | $ | (263,907 | ) | ||||
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| Net loss per share, basic and diluted |
$ | (0.38 | ) | $ | (0.44 | ) | $ | (1.15 | ) | $ | (1.64 | ) | ||||
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|||||||||
| Weighted-average shares used in calculation of net loss per share, basic and diluted |
214,775,043 | 212,154,820 | 214,422,143 | 160,497,517 | ||||||||||||
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VIEW, INC.
Condensed Consolidated Balance Sheets
(unaudited)
(in thousands)
| September 30, 2022 |
December 31, 2021 |
|||||||
| Assets |
||||||||
| Current assets: |
||||||||
| Cash and cash equivalents |
$ | 51,272 | $ | 281,081 | ||||
| Accounts receivable, net of allowances |
23,934 | 30,605 | ||||||
| Inventories |
17,852 | 10,267 | ||||||
| Prepaid expenses and other current assets |
34,529 | 21,579 | ||||||
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|
|||||
| Total current assets |
127,587 | 343,532 | ||||||
| Property and equipment, net |
262,549 | 268,401 | ||||||
| Restricted cash |
16,444 | 16,462 | ||||||
| Right-of-use assets |
19,167 | 21,178 | ||||||
| Other assets |
27,186 | 29,493 | ||||||
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| Total assets |
$ | 452,933 | $ | 679,066 | ||||
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| Liabilities and Stockholders’ Equity |
||||||||
| Current liabilities: |
||||||||
| Accounts payable |
$ | 15,232 | $ | 24,186 | ||||
| Accrued expenses and other current liabilities |
54,782 | 59,456 | ||||||
| Accrued compensation |
11,430 | 9,508 | ||||||
| Deferred revenue |
7,677 | 11,460 | ||||||
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| Total current liabilities |
89,121 | 104,610 | ||||||
| Debt, non-current |
13,225 | 13,960 | ||||||
| Sponsor earn-out liability |
1,260 | 7,624 | ||||||
| Lease liabilities |
20,485 | 22,997 | ||||||
| Other liabilities |
41,068 | 50,537 | ||||||
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| Total liabilities |
165,159 | 199,728 | ||||||
| Stockholders’ equity: |
||||||||
| Common stock |
22 | 22 | ||||||
| Additional paid-in capital |
2,792,406 | 2,736,647 | ||||||
| Accumulated deficit |
(2,504,654 | ) | (2,257,331 | ) | ||||
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| Total stockholders’ equity |
287,774 | 479,338 | ||||||
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| Total liabilities and stockholders’ equity |
$ | 452,933 | $ | 679,066 | ||||
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VIEW, INC.
Condensed Consolidated Statements of Cash Flow
(unaudited)
(in thousands)
| Nine Months Ended September 30, |
||||||||
| 2022 | 2021 | |||||||
| Cash flows from operating activities: |
||||||||
| Net loss |
$ | (247,323 | ) | $ | (263,907 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: |
||||||||
| Depreciation and amortization |
17,797 | 35,200 | ||||||
| Loss on extinguishment of debt |
— | 10,018 | ||||||
| Gain on fair value change, net |
(6,511 | ) | (18,426 | ) | ||||
| Stock-based compensation |
58,835 | 55,207 | ||||||
| Other |
1,008 | 1,524 | ||||||
| Net changes in operating assets and liabilities |
(28,007 | ) | (8,360 | ) | ||||
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| Net cash used in operating activities |
(204,201 | ) | (188,744 | ) | ||||
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| Cash flows from investing activities: |
||||||||
| Purchases of property and equipment |
(14,396 | ) | (15,419 | ) | ||||
| Disbursement under loan receivable |
(5,160 | ) | — | |||||
| Acquisition, net of cash acquired |
— | (4,938 | ) | |||||
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| Net cash used in investing activities |
(19,556 | ) | (20,357 | ) | ||||
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| Cash flows from financing activities: |
||||||||
| Repayment of revolving debt facility |
— | (257,454 | ) | |||||
| Repayment of other debt obligations |
(735 | ) | — | |||||
| Payments of obligations under finance leases |
(400 | ) | (520 | ) | ||||
| Proceeds from issuance of common stock upon exercise of stock options |
— | 403 | ||||||
| Proceeds from reverse recapitalization and PIPE financing |
— | 815,184 | ||||||
| Payment of transaction costs related to reverse recapitalization |
— | (41,655 | ) | |||||
| Taxes paid related to the net share settlement of equity awards |
(3,076 | ) | — | |||||
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| Net cash (used in) provided by financing activities |
(4,211 | ) | 515,958 | |||||
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| Net (decrease) increase in cash, cash equivalents, and restricted cash |
(227,968 | ) | 306,857 | |||||
| Cash, cash equivalents, and restricted cash, beginning of period |
297,543 | 74,693 | ||||||
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| Cash, cash equivalents, and restricted cash, end of period |
$ | 69,575 | $ | 381,550 | ||||
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| Supplemental disclosure of cash flow information: |
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| Cash paid for interest |
$ | 55 | $ | 19,366 | ||||
| Non-cash investing and financing activities: |
||||||||
| Payables and accrued liabilities related to purchases of property and equipment |
$ | 1,569 | $ | 2,749 | ||||
| Conversion of redeemable convertible preferred stock to common stock |
$ | — | $ | 1,812,678 | ||||
| Conversion of redeemable convertible preferred stock warrants to common stock warrants |
$ | — | $ | 7,267 | ||||
| Common stock issued in exchange for services associated with the reverse recapitalization |
$ | — | $ | 7,500 | ||||
| Common stock issued upon vesting of restricted stock units |
$ | 6,651 | $ | 539 | ||||
VIEW, INC.
Selected Financials and Reconciliation of GAAP Measures to Non-GAAP Measures
(unaudited)
(in thousands)
| Three Months Ended September 30, |
Nine Months Ended September 30, |
|||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| Revenue |
||||||||||||||||
| Revenue |
$ | 23,762 | $ | 18,884 | $ | 57,090 | $ | 45,579 | ||||||||
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| Cost of revenue |
||||||||||||||||
| GAAP cost of revenue |
$ | 49,126 | $ | 51,828 | $ | 129,219 | $ | 137,617 | ||||||||
| Stock-based compensation |
(418 | ) | (1,286 | ) | (1,126 | ) | (3,461 | ) | ||||||||
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| Non-GAAP cost of revenue |
$ | 48,708 | $ | 50,542 | $ | 128,093 | $ | 134,156 | ||||||||
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| Research and development expense |
||||||||||||||||
| GAAP Research and development expense |
$ | 15,554 | $ | 36,314 | $ | 56,157 | $ | 73,924 | ||||||||
| Stock-based compensation |
(2,032 | ) | (2,670 | ) | (3,587 | ) | (6,213 | ) | ||||||||
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| Non-GAAP research and development expense |
$ | 13,522 | $ | 33,644 | $ | 52,570 | $ | 67,711 | ||||||||
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| Selling, general, and administrative expense |
||||||||||||||||
| GAAP selling, general, and administrative expense |
$ | 41,174 | $ | 38,210 | $ | 124,888 | $ | 94,543 | ||||||||
| Stock-based compensation |
(20,776 | ) | (18,514 | ) | (54,122 | ) | (45,533 | ) | ||||||||
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| Non-GAAP selling, general, and administrative expense |
$ | 20,398 | $ | 19,696 | $ | 70,766 | $ | 49,010 | ||||||||
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| Net loss |
||||||||||||||||
| GAAP net loss |
$ | (82,065 | ) | $ | (94,152 | ) | $ | (247,323 | ) | $ | (263,907 | ) | ||||
| Stock-based compensation |
23,226 | 22,470 | 58,835 | 55,207 | ||||||||||||
| Gain on fair value change, net |
(226 | ) | (13,078 | ) | (6,511 | ) | (18,426 | ) | ||||||||
| Loss on extinguishment of debt |
— | — | — | 10,018 | ||||||||||||
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| Non-GAAP net loss |
$ | (59,065 | ) | $ | (84,760 | ) | $ | (194,999 | ) | $ | (217,108 | ) | ||||
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| Adjusted EBITDA |
||||||||||||||||
| GAAP loss from operations |
$ | (82,092 | ) | $ | (107,468 | ) | $ | (253,174 | ) | $ | (260,505 | ) | ||||
| Stock-based compensation |
23,226 | 22,470 | 58,835 | 55,207 | ||||||||||||
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| Non-GAAP loss from operations |
(58,866 | ) | (84,998 | ) | (194,339 | ) | (205,298 | ) | ||||||||
| Depreciation and amortization |
5,923 | 21,180 | 17,797 | 35,200 | ||||||||||||
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| Adjusted EBITDA |
$ | (52,943 | ) | $ | (63,818 | ) | $ | (176,542 | ) | $ | (170,098 | ) | ||||
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