SEC Filing | Fast Radius, Inc.

View:

Download DOC

Download PDF

Download XLS

Download XBRL

10-Q

eROC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 March 31, 2022


☐	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: 001-40032

Fast Radius, Inc.

(Exact Name of Registrant as Specified in its Charter)


Delaware	85-3692788
( State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
113 N. May Street Chicago, IL	60607
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (888) 787-1629

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 $0.0001 per share	FSRD	The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per share	FSRDW	The Nasdaq Stock Market LLC

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, 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 Exchange Act). Yes ☐ No ☒

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☒ No ☐

As of May 5, 2022, the registrant had 73,219,604 shares of common stock, $0.001 par value per share, outstanding.

Table of Contents


		Page

PART I.	FINANCIAL INFORMATION	1

Item 1.	Financial Statements (Unaudited)	1
	Condensed Consolidated Balance Sheets	1
	Condensed Consolidated Statements of Net Loss and Comprehensive Loss	2
	Condensed Consolidated Statements of Stockholders’ Equity (Deficit)	3
	Condensed Consolidated Statements of Cash Flows	4
	Notes to Unaudited Condensed Consolidated Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	28
Item 4.	Controls and Procedures	29

PART II.	OTHER INFORMATION	30

Item 1.	Legal Proceedings	30
Item 1A.	Risk Factors	30
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	30
Item 3.	Defaults Upon Senior Securities	30
Item 4.	Mine Safety Disclosures	31
Item 5.	Other Information	31
Item 6.	Exhibits	31
Signatures		32

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

Fast Radius, Inc.

Condensed Consolidated Balance Sheets (Unaudited)

(in thousands, except share information)


	March 31, 2022			December 31, 2021
Assets
Current assets
Cash and cash equivalents	$	57,360		$	8,702
Accounts receivable, net of allowances for doubtful accounts of $850 and $930, respectively		7,249			7,015
Inventories		766			449
Prepaid production costs		695			987
Prepaid expenses and other current assets		10,506			4,422
Total current assets		76,576			21,575
Non-current assets:
Property and equipment, net		10,526			9,528
Other non-current assets		3,555			535
Total assets	$	90,657		$	31,638

Liabilities and stockholders' equity (deficit)
Current liabilities
Accounts payable	$	3,764		$	3,987
Accrued compensation		3,500			3,097
Accrued and other liabilities		16,495			11,610
Advances from customers		95			258
Accrued liabilities - related parties		2,888			2,513
Warrant liability		-			2,968
Current portion of term loans		18,463			13,266
Total current liabilities		45,205			37,699
Other long-term liabilities		48			396
Warrant liability		2,500			-
Term loans - net of current portion and debt issuance costs		10,458			16,776
Related party convertible notes and derivative liability		-			16,857
Total liabilities		58,211			71,728

Commitment and contingencies (Note 6)
Stockholders' equity (deficit)
Common stock, $0.0001 par value, authorized 350,000,000 shares; issued 73,041,156 and 39,656,951 shares as of March 31, 2022 and December 31, 2021, respectively		7			4
Additional paid-in capital		225,373			83,399
Accumulated Deficit		(192,934	)		(123,493	)
Total stockholders’ equity (deficit)		32,446			(40,090	)

Total liabilities and stockholders' equity (deficit)	$	90,657		$	31,638

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

Fast Radius, Inc.

Condensed Consolidated Statements of Net Loss and Comprehensive Loss (Unaudited)

(in thousands, except share and per share data)


	Three Months Ended March 31,
	2022			2021
Revenues	$	6,262		$	3,796
Cost of revenues		5,629			2,966
Gross Profit		633			830
Operating expenses
Sales and marketing		6,336			3,469
General and administrative		38,225			7,712
Research and development		3,332			1,146
Total operating expenses		47,893			12,327
Loss from Operations		(47,260	)		(11,497	)
Change in fair value of warrants		5,295			(1,253	)
Change in fair value of derivatives		30			-
Interest income and other income (expense), net		(1	)		9
Interest expense, including amortization of debt issuance costs		(2,664	)		(45	)
Loss before income taxes		(44,600	)		(12,786	)
Provision for income taxes		—			—
Net Loss	$	(44,600	)	$	(12,786	)
Net loss per share
Basic and Diluted	$	(0.73	)	$	(0.33	)

Weighted average shares outstanding:
Basic and Diluted		60,851,683			39,063,996

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

Fast Radius, Inc.

Condensed Consolidated Statements of Stockholders’ Equity (Deficit) (Unaudited)

(in thousands)


	Convertible Preferred Equity			Amount			Common Stock		Amount		Treasury Stock			Amount			APIC			Accumulated Deficit			Total

Balance at January 1, 2021		16,023		$	74,290			3,428	$	-		(650	)	$	(221	)	$	3,724		$	(55,388	)	$	(51,885	)
Retroactive application of recapitalization		(16,023	)		(74,290	)		35,227		4		650			221			74,286			(221	)		74,290
Adjusted balance at January 1, 2021		-			-			38,655		4		-			-			78,010			(55,609	)		22,405
Net loss																					(12,786	)		(12,786	)
Exercise of stock options and release of notes' recourse provision								1,002										9						9
Share-based compensation																		254						254
Balance at March 31, 2021		—		$	—			39,657	$	4		—		$	—		$	78,273		$	(68,395	)	$	9,882

Balance at January 1, 2022		16,023		$	74,290			4,040	$	-		(650	)	$	(221	)	$	9,113		$	(123,272	)	$	(114,380	)
Retroactive application of recapitalization		(16,023	)		(74,290	)		35,873		4		650			221			74,286			(221	)		74,290
Adjusted balance at January 1, 2022		-			-			39,913		4		-			-			83,399			(123,493	)		(40,090	)
Net loss																					(44,600	)		(44,600	)
Effect of Business Combination and recapitalization, net of redemptions and issuance costs								11,737		1								3,029						3,030
Issuance of common stock pursuant to PIPE investment								7,500		1								74,999						75,000
Issuance of common stock upon conversion of convertible notes								2,034		-								17,655						17,655
Exercise of stock options								441		-								63						63
Issuance of common stock for settlement of share-based awards								9,176		1								(1	)					—
Exercise of Legacy Fast Radius warrants								2,240		-								1,020						1,020
Company vesting shares granted to Fast Radius shareholders																		24,841			(24,841	)		—
Share-based compensation																		20,368						20,368
Balance at March 31, 2022		—		$	—			73,041	$	7		—		$	—		$	225,373		$	(192,934	)	$	32,446

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

Fast Radius, Inc.

Condensed Consolidated Statements of Cash Flows (Unaudited)

(in thousands)


	Three Months Ended March 31,
	2022			2021
Cash flows lost in from operating activities
Net loss	$	(44,600	)	$	(12,786	)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation and amortization		654			231
Amortization of deferred financing and convertible debt discount		2,051			26
Provision for doubtful accounts		(80	)		130
Loss on disposal of assets		-			228
Stock-based compensation		20,368			254
Change in fair value of warrants		(5,295	)		1,253
Change in fair value of derivative liability		(30	)		-
Changes in operating assets and liabilities
Accounts Receivable		(154	)		(399	)
Inventories		(317	)		(157	)
Prepaid production costs		292			(379	)
Prepaid expense and other current assets		(9,701	)		(720	)
Accounts payable		(265	)		919
Accrued compensation and other liabilities		(2,873	)		2,268
Advances from customers		(163	)		-
Other non-current assets		(3,020	)		39
Net cash used in operating activities		(43,133	)		(9,093	)
Cash flows from investing activities
Additions to property and equipment		(1,610	)		(1,372	)
Net cash used in investing activities		(1,610	)		(1,372	)
Cash flows from financing activities
Proceeds from exercise of stock options		63			9
Proceeds from term loan		-			703
Effect of merger, net of transaction costs paid		22,632			-
Issuance of PIPE shares		75,000			-
Repayment of term loans		(2,912	)		(128	)
Payment of deferred underwriting fees		(1,382	)		-
Net cash generated from financing activities		93,401			584
Net increase (decrease) in cash		48,658			(9,881	)
Cash, beginning of period		8,702			18,494
Cash, end of period	$	57,360		$	8,613

Supplemental disclosure of cash flow information
Capital expenditures not yet paid	$	282		$	327

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

Fast Radius, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

Note 1. Nature of Operations and Basis of Presentation

Fast Radius, Inc. (“Fast Radius” or the “Company”), f/k/a ECP Environmental Growth Opportunities Corp. (“ENNV”), was formed as a Delaware corporation on October 29, 2020. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses (“Business Combination”). Fast Radius is a cloud manufacturing and digital supply chain company. The Fast Radius solution combines a proprietary software platform with physical infrastructure to enable accelerated product development and digital tools for product engineers.

Fast Radius is headquartered in Chicago, Illinois, with additional operating locations in Atlanta, Georgia; Louisville, Kentucky; and Singapore. Fast Radius’ operations in Louisville, Kentucky are located within the Worldport facility of United Parcel Service, Inc. (“UPS”), enabling parts to be produced and shipped late into the evening for overnight distribution around the world. Fast Radius has an operating subsidiary located in Singapore.

Fast Radius is organized as a single operating segment. Substantially all of the assets and operations of Fast Radius are located in the United States (“U.S.”).

Basis of Presentation

On July 18, 2021, the Company entered into an Agreement and Plan of Merger (as amended, the “Merger Agreement”) by and among the Company, ENNV Merger Sub, Inc., a wholly owned subsidiary of ENNV (“Merger Sub”), and Fast Radius Operations, Inc. (f/k/a Fast Radius, Inc.) (“Legacy Fast Radius”), pursuant to which Merger Sub agreed to merge with and into Legacy Fast Radius, with Legacy Fast Radius surviving such merger as a wholly owned subsidiary of the Company (the “Merger” and, together with the other transactions contemplated by the Merger Agreement, the “Business Combination”). At the closing of the Merger (the “Closing”), the Company was renamed “Fast Radius, Inc.” The Business Combination was completed on February 4, 2022 (“the Closing Date”).

The Merger was accounted for as a reverse recapitalization (the “Reverse Recapitalization”) in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). Under this method of accounting, ENNV is treated as the “acquired” company and Legacy Fast Radius is treated as the acquirer for financial reporting purposes. The Reverse Recapitalization was treated as the equivalent of Legacy Fast Radius issuing stock for the net assets of ENNV, accompanied by a recapitalization. The net assets of ENNV are stated at historical cost, with no goodwill or other intangible assets recorded.

Legacy Fast Radius was determined to be the accounting acquirer based on the following predominant factors:

•

Legacy Fast Radius stockholders have the largest portion of voting rights in the Company;

•

Legacy Fast Radius stockholders have the ability to elect the majority of the directors to the Company’s board of directors (the "Board");

•

Legacy Fast Radius’ management comprise the management of the Company;

•

Legacy Fast Radius’ operations comprise the ongoing operations of the Company;

•

Legacy Fast Radius is the larger entity based on historical revenues and business operations; and

•

The Company assumed Legacy Fast Radius’ name.

The consolidated assets, liabilities and results of operations prior to the Reverse Recapitalization are those of Legacy Fast Radius. The shares and corresponding capital amounts and losses per share, prior to the Business Combination, have been retroactively restated based on shares reflecting the exchange ratio established in the Business Combination. Activity within the Condensed Statements of Stockholders’ Equity for the issuance and repurchases of Legacy Fast Radius redeemable convertible preferred stock were also retroactively converted to Legacy Fast Radius common stock.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial reporting and Securities and Exchange Commission (the "SEC") regulations. In the opinion of management, all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation have been included. Results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year ended December 31, 2022. A description of the Company’s significant accounting policies is included in the Company’s audited consolidated financial statements as of and for the year ended December 31, 2021 included as Exhibit 99.1 to the Company’s Form 8-K/A filed with the SEC on March 30, 2022. These unaudited condensed consolidated financial statements should be read in conjunction with the Legacy Fast Radius December 31, 2021 audited consolidated financial statements and the accompanying notes.

The unaudited condensed consolidated financial statements include the accounts of the Company and its controlled subsidiaries. All significant intercompany accounts and transactions have been eliminated.

Going Concern Consideration

The accompanying consolidated financial statements are prepared in accordance with U.S. GAAP applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

The Company has generated recurring losses which have resulted in an accumulated deficit of $192.9 million and $123.5 million as of March 31, 2022 and December 31, 2021, respectively, and expects to incur additional losses in the future. The Company is still in the growth stage of its business and expects to continue to make substantial investments in its business, including in the expansion of its product portfolio and research and development, sales and marketing teams, in addition to incurring additional costs as a result of being a public company. The Company believes the cash it obtained from the Business Combination and the private placement that occurred substantially concurrently with the consummation of the Business Combination (the “PIPE Investment”), as well as potential proceeds available under the purchase agreement with Lincoln Park Capital Fund, LLC as discussed in Note 14, are not sufficient to meet its working capital and capital expenditure requirements for a period of at least twelve months from the date of the issuance of these financial statements. As a result of the Company’s history of losses and negative cash flows from operations, and because its plans to obtain additional capital have not been completed at the time of the issuance of these consolidated financial statements, substantial doubt exists about the Company’s ability to continue as a going concern within one year after the date that these consolidated financial statements are issued. The Company intends to seek additional capital to fund its operations and future growth; however, there can be no assurance that the Company will be able to obtain other debt or equity financing on terms acceptable to the Company, if at all. Failure to secure additional funding may require the Company to modify, delay, or abandon some of its planned future expansion or development, or to otherwise enact operating cost reductions available to management, which could have a material adverse effect on the Company’s business, operating results, financial condition, and ability to achieve its intended business objectives. The Company has concluded that management’s plans do not alleviate substantial doubt about the Company’s ability to continue as a going concern.

The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty.

COVID-19 Impact

In March 2020, the World Health Organization declared the outbreak of the new strain of the coronavirus (“COVID-19”) to be a pandemic. The COVID-19 pandemic is having widespread, rapidly evolving, and unpredictable impacts on global society, economies, financial markets, and business practices. Federal and state governments have implemented measures in an effort to contain the virus, including social distancing, travel restrictions, border closures, limitations on public gatherings, work from home, supply chain logistical changes, and closure of non-essential businesses. To protect the health and well-being of its employees, suppliers, and customers, the Company previously made substantial modifications to employee travel policies, implemented office closures as employees were advised to work from home, and cancelled or shifted its conferences and other events to virtual-only. The COVID-19 pandemic has impacted and may continue to impact the Company’s business operations, including its employees, customers, partners, and communities, and there is substantial uncertainty in the nature and degree of the pandemic’s continued effects over time. In particular, the COVID-19 virus continues to surge in various parts of the world, including China, and such surges have impacts on the Company’s suppliers and may cause supply chain issues, parts shortages and delayed shipping times. COVID-19 and other similar outbreaks, epidemics or pandemics could have a material adverse effect on the Company’s business, financial condition, results of operations, cash flows and prospects as a result of any of the risks described above and other risks that the Company is not able to predict.

Note 2. Summary of Significant Accounting Policies

Use of Estimates in Condensed Consolidated Financial Statements

The preparation of the consolidated interim financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities, related disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses for the periods presented. The Company’s most significant estimates and judgements involve valuation of the Company’s debt and equity securities, including assumptions made in the fair value of warrants, derivatives, and stock-based compensation; the useful lives of fixed assets; and allowances for doubtful accounts. Although the Company regularly assesses these estimates, actual results could differ materially from these estimates. Changes

in estimates are recorded in the period in which they become known. The Company bases its estimates on historical experience and various other assumptions that it believes to be reasonable under the circumstances. Actual results may differ from management’s estimates if these results differ from historical experience or other assumptions prove not to be substantially accurate, even if such assumptions are reasonable when made.

Other than the below, there have been no material changes to the Company's significant accounting policies from its audited consolidated financial statements included as Exhibit 99.1 to the Company’s Form 8-K/A filed with the SEC on March 30, 2022.

Redeemable Convertible Preferred Stock

Prior to the Business Combination, Legacy Fast Radius' Series Seed, Seed-1, A-1, A-2, A-3, and B Convertible Preferred Stock (collectively the “Preferred Stock”) were classified in temporary equity as they contained terms that could force Legacy Fast Radius to redeem the shares for cash or other assets upon the occurrence of an event not solely within Legacy Fast Radius' control. Legacy Fast Radius adjusted the carrying values of the Preferred Stock each reporting period to the redemption value inclusive of any declared and unpaid dividends.

All Preferred Stock previously classified as temporary equity was retroactively adjusted and reclassified to permanent equity as a result of the Business Combination. As a result of the Business Combination, each share of Preferred Stock that was then issued and outstanding was automatically converted into Legacy Fast Radius common stock, such that each converted share of Preferred Stock was no longer outstanding and ceased to exist. Each share of Legacy Fast Radius common stock, including the Legacy Fast Radius common stock issued upon conversion of Legacy Fast Radius Preferred Stock, was converted into and exchanged for 2.056 (the “Exchange Ratio”) shares of the Company’s common stock. The Exchange Ratio was established pursuant to the terms of the Merger Agreement.

Warrants

At March 31, 2022, there were 15,516,639 warrants to purchase shares of common stock of the Company ("Common Stock"), consisting of 8,624,972 public warrants (the “Public Warrants”) and 6,891,667 private warrants held by the ENNV initial stockholders (the “Private Placement Warrants” and collectively with the Public Warrants, the “Warrants”). Each Warrant entitles the registered holder to purchase one share of Common Stock at a price of $11.50 per share. The Warrants expire on February 4, 2027, or earlier upon redemption or liquidation.