8-K
false 0001811856 0001811856 2023-03-28 2023-03-28 0001811856 us-gaap:CommonStockMember 2023-03-28 2023-03-28 0001811856 us-gaap:WarrantMember 2023-03-28 2023-03-28

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 29, 2023 (March 28, 2023)

 

 

View, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-39470   84-3235065

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

195 South Milpitas Blvd.

Milpitas, California, 95035

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (408) 263-9200

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

Class A common stock, par value $0.0001 per share   VIEW   The Nasdaq Global Market
Redeemable warrants, exercisable for Class A common stock at an exercise price of $11.50 per share   VIEWW   The Nasdaq Global Market

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 March 29, 2023, View, Inc. (the “Company” or “View”) issued a press release announcing its financial results for the fiscal year ended December 31, 2022. A copy of the press release is furnished as Exhibit 99.1 to this report and incorporated by reference herein.

In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1 hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

Item 2.05

Costs Associated with Exit or Disposal Activities.

On March 27, 2023, the Board of Directors of the Company (the “Board”) approved a restructuring plan to reduce structural costs, including with respect to the Company’s workforce (the “Plan”). Pursuant to the Plan, the Company expects to decrease overall headcount by approximately 170 employees, which represents approximately 23% of full-time employees as of March 28, 2023. The reduction in workforce is expected to be substantially implemented in March 2023.

The implementation of the Plan is expected to reduce expenses by approximately $23 million over the next 12 months. All employees affected by the reduction in workforce will be eligible to receive, among other things, severance payments based on the applicable employee’s level at the Company and the continuation of benefits for a specified time period post-termination. Each affected employee’s eligibility for severance benefits is contingent upon such employee’s execution of a separation agreement, which includes a general release of claims against the Company.

The Company expects to incur a one-time charge of approximately $5 million in the first quarter of 2023 related to the Plan, consisting primarily of one-time severance payments upon termination of the employees impacted by the reduction in workforce and continued benefits for a specific period of time with related cash payments expected to be substantially paid out by April 30, 2023. The Company expects such payments to be the only direct expense of the Plan. The Company does not expect to recognize a stock-based compensation expense for impacted employees related to vested awards and does not anticipate modifying the affected employees’ stock awards in a manner that would result in additional expenses. The estimated charges that the Company expects to incur in connection with, or as a result of, the reduction in workforce and the Plan, are subject to a number of assumptions, and actual results may differ materially.

The Company may also incur additional costs not currently contemplated due to unanticipated events that may occur as a result of, or that are associated with, the Plan.

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 its 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 March 29, 2023, issued by View, Inc.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).


SIGNATURES

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.
Date: March 29, 2023  

 

  By:  

/s/ Bill Krause

    Name:   Bill Krause
    Title:   Chief Legal Officer
EX-99.1

Exhibit 99.1

 

LOGO

View Announces Q4 2022 and Full Year 2022 Earnings

Q4 2022 and Full-Year Highlights

 

   

Annual revenue of $101 million, exceeding $100 million for the first time in View’s history, representing 37% year-over-year growth compared to annual revenue of $74 million in 2021 and within management guidance of $100 to $110 million.

 

   

Record revenues of $44 million for Q4 2022, representing 56% year-over-year growth compared to $28 million in Q4 2021.

 

   

As of January 1, 2023, View Smart Windows qualify for the Investment Tax Credit (ITC), a 30% to 50% U.S. Federal tax credit intended to drive widespread adoption of smart windows, similar to solar, wind and stand-alone storage technologies.

 

   

View launched its residential product offering to capitalize on the large and growing opportunity for smart windows in the multi-family sector.

 

   

View completed a $212 million financing through the sale of convertible senior notes to support View’s continued growth and path to profitability.

 

   

View ended Q4 2022 with $198 million of cash, cash equivalents, and short-term investments.

Milpitas, CA, March 29, 2023: View, Inc. (Nasdaq: VIEW) (“View” or the “Company”), a leader in smart building technologies, today announced financial results for the fourth quarter and full year 2022.

“The View team delivered a record year in 2022, achieving $100 million revenue for the first time in the Company’s history,” said Dr. Rao Mulpuri, CEO of View. “This is a significant milestone not only for View but for the industry’s continued march towards more sustainable and healthier buildings. We are redoubling our focus to achieve our profitability milestones and have taken proactive measures to reduce our structural costs while benefiting from economies of scale as we continue to grow the business.”

2022 Results

2022 revenue of $101 million represents a 37% year-over-year increase from 2021 revenue of $74 million, due to growth in Smart Building Platform and Smart Building Technologies. This strong growth was driven by the Company’s recent success in multi-family residential buildings, continued strength in airports, and repeat purchases from existing customers.

2022 cost of revenues of $203 million represents a 4% year-over-year increase from 2021 cost of revenues of $195 million, as higher costs associated with support for increased Smart Building Platform revenues and higher production requirements was mostly offset by a decrease in new contract loss accruals and factory cost savings initiatives. Cost of revenues continue to decrease as a percentage of revenues, reflecting the benefit of higher revenues over fixed costs.

View incurred $70 million in Research and Development expenses in 2022, a decrease of 25% from $93 million in 2021, primarily driven by a reduction in depreciation related to a one-time charge taken in 2021.

View incurred $160 million in Selling, General and Administrative expenses in 2022, an increase of 22% from $131 million in 2021, primarily due to an increase in legal, consulting and accounting expenses, an increase in non-cash Employee Stock Based Compensation expense, and an increased investment in sales support for the growing business.

Liquidity, Restructuring and Cost Reduction

In Q4 2022, View completed a $212 million financing through the sale of convertible senior notes and ended the year with $198 million of cash, cash equivalents, and short-term investments. View has also taken steps to pursue


greater efficiency and lower its structural costs. The Company expects these actions to result in annualized fixed cost and cash savings of approximately $50 million. In the coming year, View intends to continue its focus on growing an efficient business as it progresses on its path to profitability and raising additional capital to support this path.

These statements are forward-looking and actual results may differ materially. Please refer to the Forward-Looking Statements safe harbor below for information on the factors that could cause our actual results to differ materially from these forward-looking statements.

Conference Call and Webcast Details

View will host a conference call to discuss its financial results on March 29, 2023, 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. 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 13736645.

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 filings with the SEC, including its most recent Annual Report on Form 10-K and subsequent filings, including 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
December 31,
    Fiscal Year Ended
December 31,
 
     2022     2021     2022     2021  

Revenue

   $ 44,238     $ 28,428     $ 101,328     $ 74,007  

Costs and expenses:

        

Cost of revenue

     73,938       57,097       203,157       194,714  

Research and development

     14,163       19,553       70,320       93,477  

Selling, general, and administrative

     34,800       36,670       159,688       131,214  

Impairment of goodwill

     9,097       —         9,097       —    
  

 

 

   

 

 

   

 

 

   

 

 

 

Total costs and expenses

     131,998       113,320       442,262       419,405  
  

 

 

   

 

 

   

 

 

   

 

 

 

Loss from operations

     (87,760     (84,892     (340,934     (345,398

Interest and other expense (income), net

        

Interest expense, net

     2,602       (17     2,926       5,889  

Other expense (income), net

     108       36       367       6,355  

Gain on fair value change, net

     (773     (5,865     (7,285     (24,290

Loss on extinguishment of debt

     —         —         —         10,018  
  

 

 

   

 

 

   

 

 

   

 

 

 

Interest and other (income) expense, net

     1,937       (5,846     (3,992     (2,028
  

 

 

   

 

 

   

 

 

   

 

 

 

Loss before provision (benefit) for income taxes

     (89,697     (79,046     (336,942     (343,370

Provision (benefit) for income taxes

     70       24       147       (392
  

 

 

   

 

 

   

 

 

   

 

 

 

Net and comprehensive loss

   $ (89,767   $ (79,070   $ (337,089   $ (342,978
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss per share, basic and diluted

   $ (0.41   $ (0.37   $ (1.56   $ (1.97
  

 

 

   

 

 

   

 

 

   

 

 

 

Weighted-average shares used in calculation of net loss per share, basic and diluted

     218,929,607       212,847,503       215,558,271       173,692,582  
  

 

 

   

 

 

   

 

 

   

 

 

 


VIEW, INC.

Condensed Consolidated Balance Sheets

(unaudited)

(in thousands)

 

     December 31,  
     2022     2021  

Assets

    

Current assets:

    

Cash and cash equivalents

   $ 95,858     $ 281,081  

Short-term investments

     102,284       —    

Accounts receivable, net of allowances

     42,407       30,605  

Inventories

     17,373       10,267  

Prepaid expenses and other current assets

     38,297       21,579  
  

 

 

   

 

 

 

Total current assets

     296,219       343,532  

Property and equipment, net

     262,360       268,401  

Restricted cash

     16,448       16,462  

Right-of-use assets

     18,485       21,178  

Other assets

     25,514       29,493  
  

 

 

   

 

 

 

Total assets

   $ 619,026     $ 679,066  
  

 

 

   

 

 

 

Liabilities and Stockholders’ Equity

    

Current liabilities:

    

Accounts payable

   $ 21,099     $ 24,186  

Accrued expenses and other current liabilities

     72,410       59,456  

Accrued compensation

     9,799       9,508  

Deferred revenue

     9,199       11,460  
  

 

 

   

 

 

 

Total current liabilities

     112,507       104,610  

Debt, non-current

     218,837       13,960  

Sponsor earn-out liability

     506       7,624  

Lease liabilities

     19,589       22,997  

Other liabilities

     47,095       50,537  
  

 

 

   

 

 

 

Total liabilities

     398,534       199,728  

Stockholders’ equity:

    

Common stock

     23       22  

Additional paid-in capital

     2,814,889       2,736,647  

Accumulated deficit

     (2,594,420     (2,257,331
  

 

 

   

 

 

 

Total stockholders’ equity

     220,492       479,338  
  

 

 

   

 

 

 

Total liabilities and stockholders’ equity

   $ 619,026     $ 679,066  
  

 

 

   

 

 

 


VIEW, INC.

Condensed Consolidated Statements of Cash Flow

(unaudited)

(in thousands)

 

     Fiscal Year Ended December 31,  
     2022     2021  

Cash flows from operating activities:

    

Net loss

   $ (337,089   $ (342,978

Adjustments to reconcile net loss to net cash used in operating activities:

    

Depreciation and amortization

     23,955       41,757  

Loss on extinguishment of debt

     —         10,018  

Gain on fair value change, net

     (7,285     (24,290

Stock-based compensation

     72,783       73,620  

Impairment of goodwill

     9,097       —    

Other

     5,205       1,971  

Net changes in operating assets and liabilities

     (26,357     (21,411
  

 

 

   

 

 

 

Net cash used in operating activities

     (259,691     (261,313
  

 

 

   

 

 

 

Cash flows from investing activities:

    

Purchases of property and equipment

     (15,767     (26,099

Purchase of short-term investments

     (140,623     —    

Maturities of short-term investments

     39,000       —    

Disbursement under loan receivable

     (6,999     —    

Acquisition, net of cash acquired

     —         (4,938
  

 

 

   

 

 

 

Net cash used in investing activities

     (124,389     (31,037
  

 

 

   

 

 

 

Cash flows from financing activities:

    

Proceeds from issuance of debt

     212,307       —    

Payment of debt issuance costs

     (6,122     —    

Repayment of revolving debt facility

     —         (257,454

Repayment of other debt obligations

     (1,470     —    

Payments of obligations under finance leases

     (531     (1,278

Proceeds from issuance of common stock upon exercise of stock options and warrants

     —         403  

Proceeds from reverse recapitalization and PIPE financing

     —         815,184  

Payment of transaction costs

     —         (41,655

Taxes paid related to the net share settlement of equity awards

     (3,482     —    
  

 

 

   

 

 

 

Net cash provided by financing activities

     200,702       515,200  
  

 

 

   

 

 

 

Net (decrease) increase in cash, cash equivalents, and restricted cash

     (183,378     222,850  

Cash, cash equivalents, and restricted cash, beginning of period

     297,543       74,693  
  

 

 

   

 

 

 

Cash, cash equivalents, and restricted cash, end of period

   $ 114,165     $ 297,543  
  

 

 

   

 

 

 

Supplemental disclosure of cash flow information:

    

Cash paid for interest

   $ 68     $ 19,380  

Non-cash investing and financing activities:

    

Payables and accrued liabilities related to purchases of property and equipment

   $ 2,737     $ 8,658  

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

   $ 7,481     $ 726  

Holdback related to acquisition

   $ —       $ 1,061  

Change in right-of-use assets or property and equipment exchanged for lease obligations

   $ —       $ 1,094  


VIEW, INC.

Selected Financials and Reconciliation of GAAP Measures to Non-GAAP Measures

(unaudited)

(in thousands)

 

     Three Months Ended
December 31,
    Fiscal Year Ended
December 31,
 
     2022     2021     2022     2021  

Cost of revenue

        

GAAP cost of revenue

   $ 73,938     $ 57,097     $ 203,157     $ 194,714  

Stock-based compensation

     (652     (1,469     (1,777     (4,930

Non-cash warrants impact 1

     (1,636     —         (1,636     —    
  

 

 

   

 

 

   

 

 

   

 

 

 

Non-GAAP cost of revenue

   $ 71,650     $ 55,628     $ 199,744     $ 189,784  
  

 

 

   

 

 

   

 

 

   

 

 

 

Research and development expense

        

GAAP Research and development expense

   $ 14,163     $ 19,553     $ 70,320     $ 93,477  

Stock-based compensation

     (1,525     (2,512     (5,113     (8,725
  

 

 

   

 

 

   

 

 

   

 

 

 

Non-GAAP research and development expense

   $ 12,638     $ 17,041     $ 65,207     $ 84,752  
  

 

 

   

 

 

   

 

 

   

 

 

 

Selling, general, and administrative expense

        

GAAP selling, general, and administrative expense

   $ 34,800     $ 36,670     $ 159,688     $ 131,214  

Stock-based compensation

     (11,770     (14,432     (65,893     (59,965
  

 

 

   

 

 

   

 

 

   

 

 

 

Non-GAAP selling, general, and administrative expense

   $ 23,030     $ 22,238     $ 93,795     $ 71,249  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss

        

GAAP net loss

   $ (89,767   $ (79,070   $ (337,089   $ (342,978

Impairment of goodwill

     9,097       —         9,097       —    

Stock-based compensation

     13,947       18,413       72,783       73,620  

Non-cash warrants impact 1

     2,043       —         2,043       —    

Gain on fair value change, net

     (773     (5,865     (7,285     (24,290

Loss on extinguishment of debt

     —         —         —         10,018  
  

 

 

   

 

 

   

 

 

   

 

 

 

Non-GAAP net loss

   $ (65,453   $ (66,522   $ (260,451   $ (283,630
  

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted EBITDA

        

GAAP loss from operations

   $ (87,760   $ (84,892   $ (340,934   $ (345,398

Impairment of goodwill

     9,097       —         9,097       —    

Stock-based compensation

     13,947       18,413       72,783       73,620  

Non-cash warrants impact 1

     2,043       —         2,043       —    
  

 

 

   

 

 

   

 

 

   

 

 

 

Non-GAAP loss from operations

     (62,673     (66,479     (257,011     (271,778

Depreciation and amortization

     6,158       6,556       23,955       41,757  
  

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted EBITDA

   $ (56,515   $ (59,923   $ (233,056   $ (230,021
  

 

 

   

 

 

   

 

 

   

 

 

 

 

1 

Related to the accounting for warrants issued to RXR FP (“RXR Warrants)” on October 25, 2022 which have been accounted for under U.S. GAAP as consideration payable to a customer and result in non-cash impacts to revenue and cost of revenue.