Velo3D, Inc. [VLD] Filings

10-Q 1 velo-20230630.htm 10-Q velo-20230630

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________

FORM 10-Q

_____________________________


(Mark One)
☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2023


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____ to ____

Commission File Number: 001-39757

______________________________

Velo3D, Inc.

______________________________

(Exact name of registrant as specified in its charter)


Delaware			98-1556965
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)
511 Division Street, Campbell, CA			95008
(Address of Principal Executive Offices)			(Zip Code)

(408) 610-3915

Registrant's telephone number, including area code

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.00001 per share	VLD	New York Stock Exchange
Warrants to purchase one share of common stock, each at an exercise price of $11.50 per share	VLD WS	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated filer

☒

Smaller reporting company

☒

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. ☐

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

As of August 8, 2023, the registrant had 196,747,463 shares of common stock, $0.00001 per share outstanding.

TABLE OF CONTENTS


		Page
Part I. Financial Information

Item 1.	Financial Statements (unaudited)	4
	Condensed Consolidated Balance Sheets as of June 30, 2023 and December 31, 2022 (unaudited)	4
	Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the Three and Six Months Ended June 30, 2023 and 2022 (unaudited)	5
	Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2023 and 2022 (unaudited)	6
	Condensed Consolidated Statements of Stockholders’ Equity for the Three and Six Months Ended June 30, 2023 and 2022 (unaudited)	8
	Notes to Condensed Consolidated Financial Statements (unaudited)	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	32
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	51
Item 4.	Controls and Procedures	51

Part II. Other Information

Item 1.	Legal Proceedings	54
Item 1A.	Risk Factors	55
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	58
Item 3.	Defaults Upon Senior Securities	58
Item 4.	Mine Safety Disclosures	58
Item 5.	Other Information	58
Item 6.	Exhibits	59
Signatures		60

Explanatory Note

Unless otherwise stated in this Quarterly Report or the context otherwise requires, references to:

•“Legacy Velo3D” refer to Velo3D, Inc., a Delaware corporation, prior to the closing of the Merger;

•“Merger” refer to the merger contemplated by that certain Business Combination Agreement, dated as of March 22, 2021, by and among JAWS Spitfire Acquisition Corporation, a Cayman Islands exempted company (“JAWS Spitfire”), Legacy Velo3D and Spitfire Merger Sub, Inc., a Delaware corporation (“Merger Sub”), as amended by Amendment No. 1 to the Business Combination Agreement, dated as of July 20, 2021 (the “Business Combination Agreement”), whereby Merger Sub merged with and into Legacy Velo3D, with Legacy Velo3D surviving the merger as a wholly-owned subsidiary of the Company, on September 29, 2021;

•“Velo3D” refer to Velo3D, Inc., a Delaware corporation (f/k/a JAWS Spitfire Acquisition Corporation, prior to its domestication), and its consolidated subsidiaries following the closing of the Merger;

•“we,” “us,” and “our” or the “Company” refer to Velo3D following the closing of the Merger and to Legacy Velo3D prior to the closing of the Merger; and

•“2022 Form 10-K” refer to our Annual Report on Form 10-K for the year-ended December 31, 2022, filed with the Securities and Exchange Commission (the “SEC”) on March 20, 2023.

“Velo”, “Velo3D”, “Sapphire” and “Intelligent Fusion” are registered trademarks of Velo3D, Inc; and “Without Compromise”, “Flow” and “Assure” are trademarks of Velo3D, Inc.

PART I. FINANCIAL INFORMATION

Forward-looking Statements

Certain statements in this Quarterly Report may constitute “forward-looking statements” for purposes of the federal securities laws. Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “can,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “forecast,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this Quarterly Report may include, for example, statements about:

•our market opportunity;

•the ability to maintain the listing of our common stock and our public warrants on the New York Stock Exchange (the “NYSE”), and the potential liquidity and trading of such securities;

•our ability to execute our business plan, which may be affected by, among other things, competition and our ability to grow and manage growth profitably, maintain relationships with customers and retain our key employees;

•changes in applicable laws or regulations;

•the inability to develop and maintain effective internal control over financial reporting;

•our ability to service and comply with our indebtedness;

•our ability to raise financing in the future;

•our success in retaining or recruiting, or changes required in, our officers, key employees or directors;

•the period over which we anticipate our existing cash and cash equivalents will be sufficient to fund our operating expenses and capital expenditure requirements;

•the potential for our business development efforts to maximize the potential value of our portfolio;

•regulatory developments in the United States and foreign countries;

•the impact of laws and regulations;

•our estimates regarding expenses, future revenue, capital requirements and needs for additional financing;

•our financial performance;

•macroeconomic conditions, including economic downturns or recessions, inflation, interest rate fluctuations, supply chain shortages and the lingering effects of the COVID-19 pandemic on the foregoing; and

•other factors detailed under the section entitled “Risk Factors”.

The forward-looking statements contained in this Quarterly Report are based on current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future

developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the section entitled “Risk Factors”. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Some of these risks and uncertainties may in the future be amplified by the impact of other macroeconomic factors and there may be additional risks that we consider immaterial or which are unknown. It is not possible to predict or identify all such risks. We do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Item 1. Financial Statements

Velo3D, Inc.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands, except share and per share data)


	June 30,		December 31,
	2023		2022
Assets
Current assets:
Cash and cash equivalents	$	28,868	$	31,983
Short-term investments	18,475		48,214
Accounts receivable, net	14,284		9,185
Inventories	78,015		71,202
Contract assets	15,255		6,805
Prepaid expenses and other current assets	2,860		5,533
Total current assets	157,757		172,922
Property and equipment, net	18,376		19,812
Equipment on lease, net	7,668		9,070
Other assets	23,001		23,310
Total assets	$	206,802	$	225,114
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	17,579	$	12,207
Accrued expenses and other current liabilities	9,369		15,877
Debt – current portion	2,973		2,775
Contract liabilities	5,772		15,194
Total current liabilities	35,693		46,053
Long-term debt – less current portion	19,400		5,422

Contingent earnout liabilities	25,224		17,414
Warrant liabilities	4,470		2,745
Other noncurrent liabilities	11,420		12,634
Total liabilities	96,207		84,268
Commitments and contingencies (Note 13)
Stockholders’ equity:
Common stock, $0.00001 par value - 500,000,000 shares authorized at June 30, 2023 and December 31, 2022, 196,737,320 and 187,561,368 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively	2		2
Additional paid-in capital	390,240		361,528
Accumulated other comprehensive loss	(401)		(837)
Accumulated deficit	(279,246)		(219,847)
Total stockholders’ equity	110,595		140,846
Total liabilities and stockholders’ equity	$	206,802	$	225,114

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

Velo3D, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(Unaudited)
(In thousands, except share and per share data)


	Three Months Ended June 30,				Six months ended June 30,
	2023		2022		2023		2022
Revenue
3D Printer	$	23,190	$	17,615	$	47,765	$	27,799
Recurring payment	35		934		610		1,859
Support services	1,909		1,095		3,573		2,204
Total Revenue	25,134		19,644		51,948		31,862
Cost of revenue
3D Printer	19,728		15,633		41,702		26,112
Recurring payment	335		685		782		1,403
Support services	2,091		2,094		3,559		3,100
Total cost of revenue	22,154		18,412		46,043		30,615
Gross profit	2,980		1,232		5,905		1,247
Operating expenses
Research and development	12,454		12,965		23,001		25,880
Selling and marketing	6,108		6,249		12,282		12,232
General and administrative	10,124		8,259		20,451		17,549
Total operating expenses	28,686		27,473		55,734		55,661
Loss from operations	(25,706)		(26,241)		(49,829)		(54,414)
Interest expense	(344)		(92)		(564)		(233)
Gain (loss) on fair value of warrants	828		23,665		(1,725)		17,651
Gain (loss) on fair value of contingent earnout liabilities	1,843		130,227		(7,810)		98,995
Other income (expense), net	178		391		529		609
Income (loss) before provision for income taxes	(23,201)		127,950		(59,399)		62,608
Provision for income taxes	—		—		—		—
Net income (loss)	$	(23,201)	$	127,950	$	(59,399)	$	62,608

Net income (loss) per share:
Basic	$	(0.12)	$	0.69	$	(0.31)	$	0.34
Diluted	$	(0.12)	$	0.63	$	(0.31)	$	0.31

Shares used in computing net income (loss) per share:
Basic	193,917,908		184,282,194		191,775,367		183,892,304
Diluted	193,917,908		202,326,053		191,775,367		203,026,468

Net income (loss)	$	(23,201)	$	127,950	$	(59,399)	$	62,608
Net unrealized holding gain (loss) on available-for-sale investments	148		(335)		436		(943)
Total comprehensive income (loss)	$	(23,053)	$	127,615	$	(58,963)	$	61,665

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

Velo3D, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)


	Six months ended June 30,
	2023		2022
Cash flows from operating activities
Net income (loss)	$	(59,399)	$	62,608
Adjustments to reconcile net income (loss) to net cash used in operating activities
Depreciation and amortization	3,026		2,108
Stock-based compensation	12,771		9,933
(Gain) loss on fair value of warrants	1,725		(17,651)
(Gain) loss on fair value of contingent earnout liabilities	7,810		(98,995)
Changes in assets and liabilities
Accounts receivable	(5,099)		961
Inventories	3,538		(34,826)
Contract assets	(8,450)		(131)
Prepaid expenses and other current assets	3,609		7,049
Other assets	292		1,283
Accounts payable	(1,716)		(415)
Accrued expenses and other liabilities	(6,249)		5,977
Contract liabilities	(9,422)		(6,077)
Other noncurrent liabilities	(1,214)		(617)
Net cash used in operating activities	(58,778)		(68,793)
Cash flows from investing activities
Purchase of property and equipment	(690)		(8,578)
Production of equipment for lease to customers	(3,694)		(2,563)
Purchases of available-for-sale investments	—		(87,655)
Proceeds from maturity of available-for-sale investments	29,984		4,000
Net cash provided by (used in) investing activities	25,600		(94,796)
Cash flows from financing activities
Proceeds from ATM offering, net of issuance costs	15,591		—
Proceeds from revolver facility	14,000		—
Proceeds from equipment loans	1,600		—
Repayment of equipment loans	(1,467)		(1,067)
Issuance of common stock upon exercise of stock options	350		570
Net cash provided by (used in) financing activities	30,074		(497)
Effect of exchange rate changes on cash and cash equivalents	(11)		(7)
Net change in cash and cash equivalents	(3,115)		(164,093)
Cash and cash equivalents and restricted cash at beginning of period	32,783		208,402
Cash and cash equivalents and restricted cash at end of period	$	29,668	$	44,309

Supplemental disclosure of cash flow information
Cash paid for interest	$	564	$	152
Supplemental disclosure of non-cash information


Unpaid liabilities related to property and equipment	177	134
Equipment for lease to customers returned to inventory	4,364	1,308

The following table provides a reconciliation of cash, cash equivalents, and restricted cash shown on the condensed consolidated statements of cash flows:


	June 30,
	2023		2022
	(In thousands)
Cash and cash equivalents	$	28,868	$	43,509
Restricted cash (Other assets)	800		800
Total cash and cash equivalents and restricted cash	$	29,668	$	44,309

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

Velo3D, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Unaudited)
(In thousands, except share data)


	Common Stock			Additional Paid-In Capital		Accumulated Other Comprehensive Income (Loss)		Accumulated Deficit		Total Stockholders’ Equity
	Shares	Amount
Balance as of March 31, 2022	183,557,946	$	2	$	345,418	$	(608)	$	(295,209)	$	49,603
Issuance of common stock upon exercise of stock options and release of restricted stock units	1,221,179	—		403		—		—		403
Stock-based compensation	130,483	—		4,976		—		—		4,976
Net loss	—	—		—		—		127,950		127,950
Other comprehensive loss	—	—		—		(349)		—		(349)
Balance as of June 30, 2022	184,909,608	$	2	$	350,797	$	(957)	$	(167,259)	$	182,583

Balance as of March 31, 2023	192,479,797	$	2	$	378,532	$	(549)	$	(256,045)	$	121,940
Issuance of common stock upon exercise of stock options	109,223	—		40		—		—		40
Issuance of common stock upon release of RSUs	1,239,989	—		—		—		—		—
Stock-based compensation	—	—		6,535		—		—		6,535
Issuance of common stock in connection with At-the-Market offering, net of issuance costs	2,908,311	—		5,133		—		—		5,133
Net loss	—	—		—		—		(23,201)		(23,201)
Other comprehensive income	—	—		—		148		—		148
Balance as of June 30, 2023	196,737,320	$	2	$	390,240	$	(401)	$	(279,246)	$	110,595


	Common Stock			Additional Paid-In Capital		Accumulated Other Comprehensive Income (Loss)		Accumulated Deficit		Total Stockholders’ Equity
	Shares	Amount
Balance as of December 31, 2021	183,232,494	$	2	$	340,294	$	(14)	$	(229,867)	$	110,415
Issuance of common stock upon exercise of stock options and release of restricted stock units	1,546,631	—		570		—		—		570
Stock-based compensation	130,483	—		9,933		—		—		9,933
Net income	—	—		—		—		62,608		62,608
Other comprehensive loss	—	—		—		(943)		—		(943)
Balance as of June 30, 2022	184,909,608	$	2	$	350,797	$	(957)	$	(167,259)	$	182,583

Balance as of December 31, 2022	187,561,368	$	2	$	361,528	$	(837)	$	(219,847)	$	140,846
Issuance of common stock upon exercise of stock options	1,295,435	—		350		—		—		350
Issuance of common stock upon release of RSUs	1,639,727	—		—		—		—		—
Stock-based compensation	—	—		12,771		—		—		12,771
Issuance of common stock in connection with At-the-Market offering, net of issuance costs	6,240,790	—		15,591		—		—		15,591
Net loss	—	—		—		—		(59,399)		(59,399)
Other comprehensive income	—	—		—		436		—		436
Balance as of June 30, 2023	196,737,320	$	2	$	390,240	$	(401)	$	(279,246)	$	110,595

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

Velo3D, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)

Note 1. Description of Business and Basis of Presentation

Velo3D, Inc., a Delaware corporation (“Velo3D”), formerly known as JAWS Spitfire Acquisition Corporation (“JAWS Spitfire”), produces metal additive three dimensional printers (“3D Printers”) which enable the production of components for space rockets, jet engines, fuel delivery systems and other high value metal parts, which it sells or leases to customers for use in their businesses. The Company also provides support services (“Support Services”) for an incremental fee.

Velo3D’s subsidiaries are Velo3D US, Inc., formerly known as Velo3D, Inc. (“Legacy Velo3D”), which was founded in June 2014 as a Delaware corporation headquartered in Campbell, California, Velo3D B.V., which was founded in September 2021 in the Netherlands, and Velo3D GmBH, which was founded in June 2022 in Germany. The first commercially developed 3D Printer was delivered in the fourth quarter of 2018.

Unless otherwise stated herein or unless the context otherwise requires, references in these notes to the “Company” refer to (i) Legacy Velo3D prior to the consummation of the Merger (as defined in “Explanatory Note—Certain Defined Terms”); and (ii) Velo3D and its consolidated subsidiaries following the consummation of the Merger.

Basis of Presentation

The unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the requirements of the U.S. Securities and Exchange Commission (the “SEC”) for interim financial reporting. Intercompany balances and transactions have been eliminated in consolidation. As permitted under those rules, certain footnotes or other financial information that are normally required by U.S. GAAP can be condensed or omitted. Accordingly, these unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 (the “2022 Form 10-K”) and the related notes, which provide a more complete discussion of the Company’s accounting policies and certain other information. The condensed consolidated balance sheet as of December 31, 2022 has been derived from the audited financial statements of the Company. These unaudited condensed consolidated financial statements have been prepared on the same basis as the Company’s annual financial statements and, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments, which are necessary for the fair statement of the Company’s financial information. These interim results are not necessarily indicative of the results to be expected for the fiscal year ending December 31, 2023, or for any other interim period or for any other future year.

Financial Condition and Liquidity and Capital Resources

The condensed consolidated financial statements are unaudited and have been prepared on the basis of continuity of operations, the realization of assets and satisfaction of liabilities in the ordinary course of business. Since inception, the Company has not achieved profitable operations or generated positive cash flows from operations. The Company’s operating plan may change as a result of many factors currently unknown and there can be no assurance that the current operating plan will be achieved in the time frame anticipated by the Company, and it may need to seek additional funds sooner than planned. If adequate funds are not available to the Company on a timely basis, it may be required to delay, limit, reduce, or terminate certain commercial efforts, or pursue merger or acquisition strategies, all of which could adversely affect the holdings or the rights of the Company’s stockholders. The Company has incurred losses from operations and negative cash flows from operations in every year since inception and expects this to continue for the foreseeable future. As of June 30, 2023, the Company had an accumulated deficit of $279.2 million.

Velo3D, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)

As of August 15, 2023, the issuance date of the unaudited condensed consolidated financial statements, the Company believes that the cash and cash equivalents on hand, together with cash the Company expects to generate from future operations, will be sufficient to meet the Company’s working capital and capital expenditure requirements for a period of at least twelve months from the date of issuance of these condensed consolidated financial statements.

On February 6, 2023, the Company entered into a sales agreement (the “ATM Sales Agreement”) with Needham & Company, LLC (“Needham”), as agent, pursuant to which the Company may offer and sell, from time to time through Needham, shares of its common stock, par value $0.00001 per share. See Note 16. At-the-Market Offering, for further information.

In addition, on August 10, 2023, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with certain affiliated institutional investors (collectively, the “Investor”) pursuant to which the Company agreed to issue and sell, in a registered public offing by the Company directly to the Investor (the “Offering”), up to $105 million aggregate principal amount of the Company’s senior secured convertible notes (the “Notes”). On August 14, 2023, the Company issued $70 million aggregate principal amount of Notes (the “Initial Notes”) to the Investor for approximately $66 million in net proceeds, and used approximately $22 million of the net proceeds to repay in full indebtedness outstanding under its third amended and restated loan and security agreement, as amended (the “Loan Agreement”). See Note 17. Subsequent Events, for further information.

Note 2. Summary of Significant Accounting Policies

For a detailed discussion about the Company’s significant accounting policies and for further information on significant accounting updates adopted in the prior year, see Note 2, Summary of Significant Accounting Policies, to the audited consolidated financial statements in the 2022 Form 10-K. During the six months ended June 30, 2023, there were no significant updates to the Company’s significant accounting policies other than as described below.

At-the-Market Offering

On February 6, 2023, the Company entered into the ATM Sales Agreement with Needham, as agent, pursuant to which the Company may offer and sell, from time to time through Needham, shares of its common stock pursuant to its universal shelf registration statement (the “Shelf Registration Statement”), which the Company filed with the SEC on November 14, 2022. As of June 30, 2023, the Company has sold $15.6 million of shares, net of issuance costs of $1.0 million. See Note 16. At-the-Market Offering, for further information.

Recently Issued Accounting Pronouncements

In June 2016, the FASB issued ASU 2016-13, “Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“Topic 326”)”, and has since released various amendments including ASU No. 2019-04. The guidance modifies the measurement of expected credit losses on certain financial instruments. This guidance is effective for the Company for the fiscal year beginning after December 15, 2022, and interim periods within those fiscal years. Early adoption is permitted. The Company adopted the new guidance in the first quarter of 2023. The effect on the consolidated financial statements and related disclosures was not material.

Velo3D, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)

Note 3. Basic and Diluted Net Income (Loss) per Share

The following table sets forth the computation of the Company’s basic and diluted net income (loss) per share attributable to common stockholders:


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
	(In thousands, except share and per share data)				(In thousands, except share and per share data)
Numerator:
Net income (loss)	$	(23,201)	$	127,950	$	(59,399)	$	62,608
Denominator:
Basic weighted average shares outstanding	193,917,908		184,282,194		191,775,367		183,892,304
Effect of dilutive securities:
Common stock options	—		18,043,859		—		19,130,274
Restricted stock units	—		—		—		3,890
Diluted weighted average shares outstanding	193,917,908		202,326,053		191,775,367		203,026,468
Net income (loss) per share
Basic	$	(0.12)	$	0.69	$	(0.31)	$	0.34
Diluted	$	(0.12)	$	0.63	$	(0.31)	$	0.31

The following potentially dilutive shares of common stock equivalents “on an as-converted basis” were excluded from the computation of diluted net loss per share for the periods presented because including them would have had an antidilutive effect:


	Three Months Ended June 30,		Six Months Ended June 30,
	2023	2022	2023	2022

Common stock options	15,257,468	1,493,147	15,257,468	406,732
Common stock warrants	13,145,000	13,075,000	13,145,000	13,075,000
Restricted stock units	12,227,171	5,355,860	12,227,171	5,351,970
Total potentially dilutive common share equivalents	40,629,639	19,924,007	40,629,639	18,833,702

Total potentially dilutive common share equivalents for the three and six months ended June 30, 2023 and 2022 excludes 21,265,936 and 21,758,148, respectively, shares related to the earnout liability as these shares are contingently issuable upon meeting certain triggering events.

Velo3D, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)

Note 4. Fair Value Measurements

The Company’s assets and liabilities that were measured at fair value on a recurring basis were as follows:


	Fair Value Measured as of June 30, 2023
	Level 1		Level 2		Level 3		Total
	(In thousands)
Assets
Money market funds (i)	$	25,744	$	—	$	—	$	25,744
U.S. Treasury securities (ii)	10,358		—		—		10,358
Corporate bonds (ii)	—		8,117		—		8,117
Total financial assets	$	36,102	$	8,117	$	—	$	44,219
Liabilities
Common stock warrant liabilities (Public) (iii)	$	2,842	$	—	$	—	$	2,842
Common stock warrant liabilities (Private Placement) (iii)	—		—		1,488		1,488
Common stock warrant liabilities (2022 Private Warrant) (iii)	—		—		140		140
Contingent earnout liabilities	—		—		25,224		25,224
Total financial liabilities	$	2,842	$	—	$	26,852	$	29,694

	Fair Value Measured as of December 31, 2022
	Level 1		Level 2		Level 3		Total
	(In thousands)
Assets
Money market funds (i)	$	31,728	$	—	$	—	$	31,728
U.S. Treasury securities (ii)	24,701		—		—		24,701
Corporate bonds (ii)	—		23,513		—		23,513
Total financial assets	$	56,429	$	23,513	$	—	$	79,942
Liabilities
Common stock warrant liabilities (Public) (iii)	$	1,748	$	—	$	—	$	1,748
Common stock warrant liabilities (Private Placement) (iii)	—		—		888		888
Common stock warrant liabilities (2022 Private Warrant) (iii)	—		—		109		109
Contingent earnout liabilities	—		—		17,414		17,414
Total financial liabilities	$	1,748	$	—	$	18,411	$	20,159

(i) Included in cash and cash equivalents on the condensed consolidated balance sheets.

(ii) Included in short-term investments on the condensed consolidated balance sheets.

(iii) Included in warrant liabilities on the condensed consolidated balance sheets.

For more information regarding the Public Warrants, Private Placement Warrants, the 2022 Private Warrant and the Earnout Shares, see Note 10, Equity Instruments.

The aggregate fair value of the Company’s money market funds approximated amortized cost and, as such, there were no unrealized gains or losses on money market funds as of June 30, 2023 and December 31, 2022. Realized gains and losses, net of tax, were not material for any of the periods presented.

Velo3D, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)

The following table presents a summary of the changes in the fair value of the Company’s Level 3 financial instruments:


	December 31, 2022		Change in fair value		March 31, 2023		Change in fair value		June 30, 2023
	(In thousands)

Private placement warrant liabilities	$	888	$	869	$	1,757	$	(269)	$	1,488
2022 Private Warrant	109		37		146		(6)		140
Contingent earnout liabilities	17,414		9,653		27,067		(1,843)		25,224
	$	18,411	$	10,559	$	28,970	$	(2,118)	$	26,852


	December 31, 2021		Change in fair value		March 31, 2022		Change in fair value		June 30, 2022
	(In thousands)

Private placement warrant liabilities	$	7,387	$	2,047	$	9,434	$	(8,054)	$	1,380
Contingent earnout liabilities	111,487		31,232		142,719		(130,226)		12,493
	$	118,874	$	33,279	$	152,153	$	(138,280)	$	13,873

The fair value of the Private Placement Warrant liability, the 2022 Private Warrant and contingent earnout liability are based on significant unobservable inputs, which represent Level 3 measurements within the fair value hierarchy.

In determining the fair value of the Private Placement Warrant liability the Company used the Monte Carlo Simulation Model that assumes optimal exercise of the Company’s redemption option at the earliest possible date (see Note 10, Equity Instruments).

In determining the fair value of the 2022 Private Warrant, the Company used the Black-Scholes option pricing model to estimate the fair value using unobservable inputs including the expected term, expected volatility, risk-free interest rate and dividend yield (see Note 10, Equity Instruments).

In determining the fair value of the contingent earnout liability, the Company used the Monte Carlo simulation valuation model using a distribution of potential outcomes on a weekly basis over the applicable earnout period using the most reliable information available (see Note 10, Equity Instruments).

Velo3D, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)

Note 5. Investments

Available-for-sale Investments

The following table summarizes the Company’s available-for-sale (“AFS”) investments. These are classified as “Short-term investments” on the condensed consolidated balance sheets.


	June 30, 2023
	Amortized Cost		Gross Unrealized Gain		Gross Unrealized Loss		Fair Value
	(In thousands)
U.S. Treasury securities	$	10,534	$	—	$	(176)	$	10,358
Corporate bonds	8,342		—		(225)		8,117
Total available-for-sale investments	$	18,876	$	—	$	(401)	$	18,475


	December 31, 2022
	Amortized Cost		Gross Unrealized Gain		Gross Unrealized Loss		Fair Value
	(In thousands)
U.S. Treasury securities	$	25,124	$	—	$	(423)	$	24,701
Corporate bonds	23,927		—		(414)		23,513
Total available-for-sale investments	$	49,051	$	—	$	(837)	$	48,214

The following table presents the breakdown of the AFS investments in an unrealized loss position as of June 30, 2023 and December 31, 2022, respectively.


	June 30, 2023				December 31, 2022
	Fair Value		Gross Unrealized Loss		Fair Value		Gross Unrealized Loss
	(In thousands)
U.S. Treasury securities
Less than 12 months	$	—	$	—	$	16,702	$	(365)
12 months or longer	10,358		(176)		7,999		(58)
Total	$	10,358	$	(176)	$	24,701	$	(423)

Corporate bonds
Less than 12 months	$	—	$	—	$	18,951	$	(387)
12 months or longer	8,117		(225)		1,478		(27)
Total	$	8,117	$	(225)	$	20,429	$	(414)

The Company does not believe these AFS investments to be other-than-temporarily impaired as of June 30, 2023 and December 31, 2022.

There were no material realized gains or losses on AFS investments during the six months ended June 30, 2023 and June 30, 2022.

Velo3D, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)

All remaining contractual maturities of AFS investments held at June 30, 2023 are as follows:


	Less than 12 months				Greater than 12 months
	Fair value		Gross unrealized losses		Fair value		Gross unrealized losses
	(In thousands)
Corporate bonds	$	3,444	$	(81)	$	4,673	$	(144)
U.S. Treasury securities	10,358		(176)		—		—

Total	$	13,802	$	(257)	$	4,673	$	(144)

Actual maturities may differ from the contractual maturities because the Company may sell these investments prior to their contractual maturities.

Note 6. Balance Sheet Components

Accounts Receivable, Net

Accounts receivable, net consisted of the following:


	June 30,		December 31,
	2023		2022
	(In thousands)
Trade receivables	$	14,351	$	9,639
Less: Allowances for credit losses	(67)		(454)
Total	$	14,284	$	9,185

Inventories

Inventories consisted of the following:


	June 30,		December 31,
	2023		2022
	(In thousands)
Raw materials	$	66,929	$	58,585
Work-in-progress	9,365		12,617
Finished goods	1,721		—
Total	$	78,015	$	71,202

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following:


	June 30,		December 31,
	2023		2022
	(In thousands)
Prepaid insurance and other	$	1,924	$	3,316
Vendor prepayments	936		2,217
Total	$	2,860	$	5,533

Velo3D, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)

Property and Equipment, Net

Property and equipment, net consisted of the following:


	June 30,		December 31,
	2023		2022
	(In thousands)
Computers and software	$	2,409	$	2,222
Lab equipment and other equipment	7,866		7,379
Furniture and fixtures	246		181
Leasehold improvements	16,016		16,273
Construction in progress	21		—
Total property, plant and equipment	26,558		26,055
Less accumulated depreciation and amortization	(8,182)		(6,243)
Property, plant and equipment, net	$	18,376	$	19,812

Depreciation expense for the three months ended June 30, 2023 and 2022 was $1.2 million and $0.7 million, respectively. Depreciation expense for the six months ended June 30, 2023 and 2022 was $2.3 million and $1.2 million, respectively.

The manufacturing facility operating lease at Campbell (McGlincy) was terminated on March 31, 2023, and is no longer in use. There were no significant asset retirement obligations. The Company wrote-off $0.6 million in fully-depreciated leasehold improvements related to the Campbell (McGlincy) lease during the six months ended June 30, 2023.

Other Assets

Other assets consisted of the following:


	June 30,		December 31,
	2023		2022
	(In thousands)
Right of use assets	$	12,180	$	13,545
Net investments in sales-type lease	6,288		6,554
Non-current prepaid expenses and other assets	4,533		3,211
Total Other assets	$	23,001	$	23,310

Velo3D, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following:


	June 30,		December 31,
	2023		2022
	(In thousands)
Accrued expenses	$	3,598	$	8,602
Accrued salaries and benefits	3,402		4,830
Lease liability – current portion	2,369		2,445
Total Accrued expenses and other current liabilities	$	9,369	$	15,877

Other Noncurrent Liabilities

Other noncurrent liabilities consisted of the following:


	June 30,		December 31,
	2023		2022
	(In thousands)
Lease liabilities – noncurrent portion	$	11,024	$	12,206
Other noncurrent liabilities	396		428
Total other noncurrent liabilities	$	11,420	$	12,634

Please refer to Note 10, Equity Instruments, for further details of the contingent earnout liability and warrant liabilities.

Note 7. Equipment on Lease, Net

The equipment leased to customers had a cost basis of $8.3 million and accumulated depreciation of $0.6 million as of June 30, 2023. The equipment leased to customers had a cost basis of $10.6 million and accumulated depreciation of $1.5 million as of December 31, 2022.

The total depreciation expense was $0.3 million and $0.5 million included in cost of revenue for the three months ended June 30, 2023 and 2022, respectively. The total depreciation expense was $0.6 million and $0.9 million included in cost of revenue for the six months ended June 30, 2023 and 2022, respectively.

Lease payments from customers consisted of the following:


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
	(In thousands)				(In thousands)
Equipment on lease payments	$	35	$	833	$	610	$	1,713
Equipment on lease variable payments	—		101		—		146
Total lease payments	$	35	$	934	$	610	$	1,859

The Company entered into debt secured by certain leased equipment to customers. See Note 9, Long-term Debt, for a description of these financing arrangements.

Velo3D, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)

Note 8. Leases

The Company leases its office and manufacturing facilities under four non-cancellable operating leases, including options to extend, which expire in 2024 to 2032. The agreements include a provision for renewal at the then prevailing market rate for terms specified in each lease.

As noted above in Note 6, Balance Sheet Components, the manufacturing facility operating lease at Campbell (McGlincy) was terminated on March 31, 2023, and is no longer in use. The Company’s right-of-use assets and lease liabilities related to McGlincy were amortized in full over the life of the lease.

Total right-of-use (“ROU”) assets and lease liabilities are as follows:


	June 30,		December 31,
	2023		2022
	(In thousands)
Right-of-use assets:
Net book value (Other assets)	$	12,180	$	13,545
Operating lease liabilities:
Current (Accrued expense and other current liabilities)	$	2,345	$	2,410
Noncurrent (Other noncurrent liabilities)	11,024		12,201
	13,369		14,611
Financing lease liabilities:
Current (Accrued expense and other current liabilities)	$	24	$	35
Noncurrent (Other noncurrent liabilities)	—		5
	$	24	$	40
Total lease liabilities	$	13,393	$	14,651

There were no impairments recorded related to these assets as of June 30, 2023 and December 31, 2022.

Information about lease-related balances were as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023			2022
	(In thousands, except years and percentages)				(In thousands, except years and percentages)
Operating lease expense	$	746	$	717	$	1,510		1,434
Financing lease expense	9		9		18			18
Short-term lease expense	66		68		160			167
Total lease expense	$	821	$	794	$	1,688		1,619
Cash paid for leases	$	700	$	683	$	1,406		964
Weighted – average remaining lease term – operating leases (years)	3.6		4.4		3.6			4.4
Weighted – average discount rate – operating leases	8.7%		4.4%		8.7		%	4.4%

Velo3D, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)

Maturity of operating lease liabilities as of June 30, 2023 are as follows:


	(In thousands)
Remainder of 2023	$	1,380
2024	2,730
2025	2,266
2026	2,313
2027	2,400
Thereafter	11,270
Total operating lease payments	$	22,359
Less portion representing imputed interest	(8,990)
Total operating lease liabilities	$	13,369
Less current portion	2,345
Long-term portion	$	11,024

Note 9. Long-Term Debt

Long-term debt consisted of the following:


	June 30,		December 31,
	2023		2022
	(In thousands)
Revolving credit line	$	17,000	$	3,000
Equipment loan	5,489		5,356
Deferred financing costs	(116)		(159)
Total	$	22,373	$	8,197
Debt – current portion	2,973		2,775
Long-term debt – less current portion	$	19,400	$	5,422

As of June 30, 2023, the Company’s banking arrangements included a revolving credit line and equipment loans pursuant to the Loan Agreement originally entered into with Silicon Valley Bank (“SVB”). For a full description of these banking arrangements, see Note 9, Long-Term Debt, in the audited consolidated financial statements included in the 2022 Form 10-K. These loans contained customary representations and warranties, reporting covenants, events of default and termination provisions. The affirmative covenants included, among other things, that the Company furnish monthly financial statements, minimum cash balances, quarterly revenues, a yearly budget, timely files taxes, maintain good standing and government compliance, maintain liability and other insurance and furnish audited financial statements no later than the date of delivery to the Board of Directors.

On August 14, 2023, the Company used approximately $22 million of the net proceeds from the Offering of the Initial Notes to repay all outstanding obligations under the Loan Agreement. With the payoff of the debt, the Loan Agreement was terminated and is no longer available to the Company. See Note 17. Subsequent Events, for further information.

The Company amortizes deferred financing costs over the life of the borrowing. As of June 30, 2023 and December 31, 2022, the remaining unamortized balance of deferred financing costs was $0.1 million, respectively for both periods, and was included in Debt — current portion on the balance sheets.

Revolving Credit Line — For the three and six months ended June 30, 2023, the Company drew $9.0 million and $14.0 million on the revolving credit facility, respectively, with a variable interest rate of the greater of 5.50% or Prime plus 0.75% and a term of 22 months due on December 31, 2024. As of June 30, 2023, the Company had $13.0 million on the revolving credit line undrawn after the draw on June 29, 2023.

Velo3D, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)

The Company’s draws on the revolving credit facility were as follows: $5.0 million in February 2023, $5.0 million in April 2023, and $4.0 million in June 2023, with a variable interest rate of the greater of 5.50% or Prime Rate plus 0.75% and terms of 22 months, 20 months and 18 months, respectively, all due on December 31, 2024.

Interest on the outstanding balance of the revolving credit line was payable monthly at an annual rate of the greater of (1) the Wall Street Journal Prime Rate plus 0.25% and (2) 5.0% when the Company’s Adjusted Quick Ratio (“AQR”) was at least 1.50 to 1.0, and at an annual rate of the greater of (1) the Wall Street Journal Prime Rate plus 0.75% and (2) 5.50% when the Company did not maintain such AQR. The effective interest rate was 8.0% and 5.2% for the three months ended June 30, 2023 and 2022, respectively. The effective interest rate was 9.7% and 4.9% for the six months ended June 30, 2023 and 2022, respectively. The loan fees were less than $0.1 million as of June 30, 2023.

Equipment Loan — As of June 30, 2023, the remaining equipment loan availability were $9.5 million.

As of June 30, 2023, the outstanding balance was $5.5 million. The effective interest rate was 8.0% and 3.9% for the three months ended June 30, 2023 and 2022, respectively. The effective interest rate was 7.7% and 3.5% for the six months ended June 30, 2023 and 2022, respectively. For the three months and six months ended June 30, 2023, $0.7 million and $1.4 million, respectively, in principal payments were paid.

The future minimum aggregate payments for the above borrowings are as follows as of June 30, 2023:


	(In thousands)
2023	$	1,733
2024	19,156
2025	1,333
2026	267
	$	22,489

Note 10. Equity Instruments

Common stock

The holders of common stock are entitled to one vote for each share held of record on all matters submitted to a vote of the stockholders but are not entitled to cumulative voting rights, are entitled to receive ratably such dividends as may be declared by the Company’s Board of Directors out of funds legally available therefor subject to preferences that may be applicable to any shares of redeemable convertible preferred stock currently outstanding or issued in the future, are entitled to share ratably in all assets remaining after payment of liabilities and the liquidation preference of any then outstanding redeemable convertible preferred stock in the event of the Company’s liquidation, dissolution, or winding up, have no preemptive rights and no right to convert their common stock into any other securities, and have no redemption or sinking fund provisions applicable to the common stock.

Velo3D, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)

Common Stock Reserved for Future Issuance

Shares of common stock reserved for future issuance on an “as if converted” basis were as follows:


	June 30,	December 31,
	2023	2022
	(share data)
Common stock warrants	13,145,000	13,145,000
Shares available for future grant under 2021 Equity Incentive Plan	29,557,352	20,861,294
Reserved for At-the-Market offering	13,759,210	—
Reserved for employee stock purchase plan	7,371,214	5,495,601
Total shares of common stock reserved	63,832,776	39,501,895

In February 2023, the Company entered into the ATM Sales Agreement with Needham, as agent, pursuant to which the Company may offer and sell, from time to time through Needham, up to $40.0 million shares of its common stock pursuant to the Shelf Registration Statement, and in connection therewith, the Company reserved 20,000,000 shares of common stock for issuance under the ATM Sales Agreement. In March 2023, pursuant to the evergreen provisions of the Company’s 2021 Equity Incentive Plan (the “2021 EIP”), the Company registered an additional 9,378,068 shares of common stock for issuance under the 2021 EIP and 1,875,613 shares of common stock for issuance under the 2021 ESPP.

The shares available for future grant under the 2021 EIP are net of any un-exercised stock options (vested and unvested) and unvested restricted stock units (“RSUs”) outstanding that may convert to common stock in the future upon exercise or vesting as of June 30, 2023 and December 31, 2022.

Common Stock Warrant Liabilities

Warrants for common stock of 13,145,000 were exercisable 1-to-1 as of June 30, 2023 and December 31, 2022. The warrants on common stock are liability classified and recorded at fair value on the issue date with periodic remeasurement. Warrants for shares of common stock consist of 8,625,000 publicly-traded warrants (the “Public Warrants”), 4,450,000 private placement warrants (the “Private Placement Warrants”) and a warrant to purchase 70,000 shares of common stock (the “2022 Private Warrant”), as summarized in the following table:


	December 31, 2022 and June 30, 2023
	Issue Date	Expiration Date	Number of Warrants	Exercise Price per warrant	Fair Value on Issue Date per warrant

Private placement warrants - Common Stock	12/02/2020	09/29/2026	4,450,000	$11.50	$2.00
2022 Private Warrant – Common Stock	07/25/2022	07/24/2034	70,000	$2.56	$2.43
Public warrants – Common Stock	12/02/2020	09/29/2026	8,625,000	$11.50	$3.30
			13,145,000

Velo3D, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)

Warrant Liabilities – Fair Value

The issuance of the Private Placement Warrant and Public Warrant liabilities were accounted for upon the reverse recapitalization. See Note 3, Reverse Recapitalization, in the audited consolidated financial statements included in the 2022 Form 10-K. The 2022 Private Warrant was issued in connection with the Company’s entry into the joinder and fourth loan modification with SVB. See Note 10, Long-Term Debt, in the consolidated financial statements included in the 2022 Form 10-K. The liability for warrants on common stock carried at fair value was as follows:


	Fair Value on December 31, 2022		Gain on fair value of warrants		Fair Value on March 31, 2023		Loss on fair value of warrants		Fair Value on June 30, 2023
	(In thousands)
Private placement warrants – Common Stock	$	888	$	869	$	1,757	$	(269)	$	1,488
2022 Private Warrant – Common Stock	109		37		146		(6)		140
Public warrants – Common Stock	1,748		1,647		3,395		(553)		2,842
	$	2,745	$	2,553	$	5,298	$	(828)	$	4,470


	Fair Value on December 31, 2021		Gain on fair value of warrants		Fair Value on March 31, 2022		Loss on fair value of warrants		Fair Value on June 30, 2022
	(In thousands)
Private placement warrants – Common Stock	$	7,387	$	2,047	$	9,434	$	(8,054)	$	1,380
2022 Private Warrant – Common Stock	—		—		—		—		—
Public warrants – Common Stock	14,318		3,967		18,285		(15,612)		2,673
	$	21,705	$	6,014	$	27,719	$	(23,666)	$	4,053

The liabilities associated with the Private Placement Warrants and 2022 Private Warrant were subject to remeasurement at each balance sheet date using the Level 3 fair value inputs and the Public Warrants were subject to remeasurement at each balance sheet date using Level 1 fair value inputs for the three months ended June 30, 2023 and June 30, 2022.

Each Private Placement Warrant is exercisable to purchase one share of common stock at a price of $11.50 per share. Subject to certain exceptions, the Private Placement Warrants have terms and provisions that are identical to those of the Public Warrants. The 2022 Private Warrant is exercisable to purchase one share of common stock at a price of $2.56 per share and allows cashless exercise in whole or part. The Public Warrants may only be exercised for a whole number of shares. The Public Warrants became exercisable on December 7, 2021.

Private Placement Warrant – Fair Value Assumptions

The fair value assumptions used in the Monte Carlo simulation model for the recurring valuation of the private placement common stock warrant liability were as follows:

Velo3D, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)



	As of June 30, 2023			As of December 31, 2022
Current stock price	$	2.16		$	1.79
Expected volatility	76.5		%	68.0		%
Risk-free interest rate	4.4		%	4.1		%
Dividend rate

Velo3D, Inc. [VLD] Filings
Velo3D, Inc. [VLD-WT] Filings
10-Q	[2023-08-15]
10-Q	[2023-05-10]
10-K	[2023-03-20]
10-Q	[2022-11-14]
10-Q	[2022-08-12]
10-Q	[2022-05-16]
10-K	[2022-03-28]
10-Q	[2021-11-16]
S-1	[2021-10-21]
10-Q	[2021-08-13]
10-Q	[2021-05-24]
10-K	[2021-03-30]
10-Q	[2021-01-15]
S-1	[2020-11-17]

Velo3D, Inc. [VLD] Filings

Velo3D, Inc. [VLD-WT] Filings