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 VANCOUVER, BRITISH COLUMBIA – TheNewswire - SEPTEMBER 4th, 2025 – HI-VIEW RESOURCES INC. (“HI-VIEW” OR THE “COMPANY”) (CSE: HVW; OTCQB: HVWRF; FSE: B63) announces the appointment of Ms. Marilyn Lacasse as a Technical Advisor to the Company. Ms. Lacasse brings over fifteen years of mineral exploration experience, having worked on projects from grassroots discovery through to feasibility-stage development. Her expertise spans a wide range of deposit types, including porphyry copper-gold, epithermal gold-sil ...

Core Points - Hi-View Resources Inc. has announced a consolidation of its issued and outstanding common shares at a ratio of one post-consolidated common share for every eight pre-consolidated common shares [1][2][3] - The total number of outstanding shares will be reduced to approximately 4,840,060 common shares following the consolidation [1][3] - The name and symbol of the company will remain unchanged despite the share consolidation [2][4] Additional Details - All open orders will be canceled at the close of business on May 27, 2025, and dealers are reminded to re-enter their orders considering the share consolidation [2][4] - Trading on a consolidated basis will commence on May 28, 2025, with a record date of the same day and an anticipated payment date of May 29, 2025 [5] - The new symbol for the shares will be HVW, with updated CUSIP and ISIN numbers provided [5]

Note Regarding Forward Looking Statements This section provides a standard disclaimer regarding forward-looking statements, highlighting inherent risks and uncertainties that could cause actual results to differ materially from projections [PART I. FINANCIAL INFORMATION](index=5&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) [Item 1. Financial Statements (Unaudited)](index=5&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited)) This section presents View, Inc.'s unaudited condensed consolidated financial statements for the period ended September 30, 2023, including balance sheets, comprehensive loss, equity, and cash flows [Condensed Consolidated Balance Sheets](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Condensed Consolidated Balance Sheet Highlights (in thousands) | Metric | September 30, 2023 | December 31, 2022 | Change (%) | | :-------------------------- | :------------------- | :------------------ | :--------- | | Total Assets | $291,438 | $619,026 | (52.9%) | | Total Liabilities | $359,376 | $398,534 | (9.8%) | | Total Stockholders' Equity | $(67,938) | $220,492 | (130.8%) | | Cash and cash equivalents | $50,618 | $95,858 | (47.2%) | [Condensed Consolidated Statements of Comprehensive Loss](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Comprehensive%20Loss) Condensed Consolidated Statements of Comprehensive Loss Highlights (in thousands, except per share data) | Metric | 3 Months Ended Sep 30, 2023 | 3 Months Ended Sep 30, 2022 | 9 Months Ended Sep 30, 2023 | 9 Months Ended Sep 30, 2022 | | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Total revenue | $38,220 | $23,762 | $84,602 | $57,090 | | Gross loss | $(4,353) | $(25,364) | $(39,994) | $(72,129) | | Impairment of long-lived assets | $170,300 | $0 | $174,300 | $0 | | Net and comprehensive loss | $(213,046) | $(82,065) | $(336,695) | $(247,323) | | Net loss per share, basic and diluted | $(53.06) | $(22.93) | $(84.54) | $(69.21) | [Condensed Consolidated Statements of Stockholders' Equity](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Stockholders'%20Equity) - Total stockholders' equity decreased from **$220,492 thousand** as of December 31, 2022, to a deficit of **$(67,938) thousand** as of September 30, 2023, primarily due to a net loss of **$(336,695) thousand** for the nine months ended September 30, 2023[18](index=18&type=chunk) - Additional paid-in capital increased from **$2,814,912 thousand** to **$2,863,177 thousand**, driven by stock-based compensation and shares issued upon Convertible Notes conversion[18](index=18&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Condensed Consolidated Statements of Cash Flows Highlights (in thousands) | Cash Flow Activity | 9 Months Ended Sep 30, 2023 | 9 Months Ended Sep 30, 2022 | | :-------------------------- | :-------------------------- | :-------------------------- | | Net cash used in operating activities | $(139,603) | $(204,201) | | Net cash provided by (used in) investing activities | $93,590 | $(19,556) | | Net cash used in financing activities | $(2,808) | $(4,211) | | Cash, cash equivalents, and restricted cash, end of period | $65,344 | $69,575 | [Notes to Condensed Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) [Note 1. Organization and Summary of Significant Accounting Policies](index=9&type=section&id=Note%201.%20Organization%20and%20Summary%20of%20Significant%20Accounting%20Policies) View, Inc. manufactures smart building products, primarily electrochromic glass, and faces substantial doubt about its ability to continue as a going concern beyond Q1 2024, necessitating additional financing - View, Inc. manufactures smart building products, primarily electrochromic or 'smart' glass panels combined with proprietary network infrastructure and software to intelligently adjust to the sun, reducing heat, glare, and energy consumption[21](index=21&type=chunk) Liquidity and Financial Position (as of September 30, 2023) | Metric | Amount (in thousands) | | :--------------------------------- | :-------------------- | | Accumulated Deficit | $(2,931,115) | | Net Loss (9 months ended Sep 30, 2023) | $(336,695) | | Net Cash Used in Operations (9 months ended Sep 30, 2023) | $(139,603) | | Cash and Cash Equivalents | $50,618 | - The company has concluded there is substantial doubt about its ability to continue as a going concern, as existing financial resources are only adequate to fund operations into, but not beyond, the **first quarter of 2024**. This necessitates securing additional financing or executing strategic alternatives like expense reductions, asset sales, or corporate restructuring[28](index=28&type=chunk)[29](index=29&type=chunk)[31](index=31&type=chunk) [Note 2. Revenue](index=12&type=section&id=Note%202.%20Revenue) Total revenue increased by **60.8%** for Q3 and **48.2%** for YTD 2023, driven by the Smart Building Platform, with the United States contributing **98.1%** of Q3 revenue Revenue by Products and Services (in thousands) | Category | 3 Months Ended Sep 30, 2023 | 3 Months Ended Sep 30, 2022 | 9 Months Ended Sep 30, 2023 | 9 Months Ended Sep 30, 2022 | | :--------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Products | $37,131 | $21,548 | $82,640 | $52,461 | | Services | $1,089 | $2,214 | $1,962 | $4,629 | | **Total** | **$38,220** | **$23,762** | **$84,602** | **$57,090** | Revenue by Major Product Offering (in thousands) | Product Offering | 3 Months Ended Sep 30, 2023 | 3 Months Ended Sep 30, 2022 | 9 Months Ended Sep 30, 2023 | 9 Months Ended Sep 30, 2022 | | :----------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Smart Building Platform | $25,031 | $11,317 | $53,688 | $29,578 | | Smart Glass | $11,156 | $10,320 | $23,529 | $19,809 | | Smart Building Technologies | $2,033 | $2,125 | $7,385 | $7,703 | | **Total** | **$38,220** | **$23,762** | **$84,602** | **$57,090** | Revenue by Geographic Area (in thousands) | Geographic Area | 3 Months Ended Sep 30, 2023 | 3 Months Ended Sep 30, 2022 | 9 Months Ended Sep 30, 2023 | 9 Months Ended Sep 30, 2022 | | :---------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | United States | $37,500 | $21,743 | $80,470 | $52,852 | | Canada | $720 | $2,009 | $4,132 | $4,170 | | Other | $0 | $10 | $0 | $68 | | **Total** | **$38,220** | **$23,762** | **$84,602** | **$57,090** | - Contract loss accruals decreased from **$15.0 million** as of December 31, 2022, to **$7.1 million** as of September 30, 2023, for work that had not yet been completed[43](index=43&type=chunk) [Note 3. Fair Value](index=14&type=section&id=Note%203.%20Fair%20Value) The company measures certain financial assets and liabilities at fair value, including money market funds, certificates of deposit, Sponsor Earn-Out Liability, and Private Warrants, with changes recognized in gain on fair value change, net Financial Assets Measured at Fair Value (in thousands) | Category | September 30, 2023 | December 31, 2022 | | :-------------------- | :------------------- | :------------------ | | Money market funds | $32,315 | $66,614 | | Certificates of deposit | $14,726 | $18,308 | | Short-term investments | $0 | $102,284 | | **Total** | **$47,041** | **$187,206** | Level 3 Financial Liabilities Measured at Fair Value (in thousands) | Category | December 31, 2022 | September 30, 2023 | Change in Fair Value | | :-------------------- | :------------------ | :------------------- | :------------------- | | Sponsor Earn-Out Liability | $506 | $0 | $(506) | | Private Warrants | $7 | $0 | $(7) | | **Total** | **$513** | **$0** | **$(513)** | Gain on Fair Value Change, Net (in thousands) | Category | 3 Months Ended Sep 30, 2023 | 3 Months Ended Sep 30, 2022 | 9 Months Ended Sep 30, 2023 | 9 Months Ended Sep 30, 2022 | | :-------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Sponsor Earn-out Liability | $0 | $(225) | $(506) | $(6,364) | | Private Warrants | $0 | $(1) | $(7) | $(147) | | **Total** | **$0** | **$(226)** | **$(513)** | **$(6,511)** | [Note 4. Other Balance Sheet Information](index=15&type=section&id=Note%204.%20Other%20Balance%20Sheet%20Information) Cash and cash equivalents decreased by **47.2%**, with a **$4.0 million** impairment on a note receivable and a **$170.3 million** impairment on property and equipment in Q3 2023 due to declining market conditions Cash, Cash Equivalents, and Restricted Cash (in thousands) | Category | September 30, 2023 | December 31, 2022 | | :---------------------------------------------------- | :------------------- | :------------------ | | Cash and cash equivalents | $50,618 | $95,858 | | Short-term restricted cash | $14,000 | $1,859 | | Restricted cash | $726 | $16,448 | | **Total cash, cash equivalents, and restricted cash** | **$65,344** | **$114,165** | - The company had no short-term investments as of September 30, 2023, compared to **$102.3 million** as of December 31, 2022[58](index=58&type=chunk) - Allowance for credit losses increased to **$1.8 million** as of September 30, 2023, from **$1.1 million** as of December 31, 2022[59](index=59&type=chunk) - Inventory impairments were **$8.4 million** for the nine months ended September 30, 2023, down from **$14.2 million** in the prior year[61](index=61&type=chunk) - A **$4.0 million** impairment loss was recorded on a note receivable during the three months ended June 30, 2023, due to a change in the assessment of the credit risk for the customer[62](index=62&type=chunk) - An impairment charge of approximately **$170 million** was recorded during the three months ended September 30, 2023, to write down the value of property and equipment, driven by declining economic and market conditions, rising interest rates, and revised operating projections[64](index=64&type=chunk)[68](index=68&type=chunk) [Note 5. Product Warranties](index=18&type=section&id=Note%205.%20Product%20Warranties) Total warranty liability increased to **$40.9 million** as of September 30, 2023, including **$31.1 million** for a specific quality issue identified in 2019, managed by a statistical model Changes in Warranty Liabilities (in thousands) | Metric | September 30, 2023 | December 31, 2022 | | :-------------------------- | :------------------- | :------------------ | | Beginning balance | $39,573 | $42,256 | | Accruals for warranties issued | $1,682 | $1,626 | | Changes to estimates of volume and costs | $3,991 | $2,004 | | Settlements made | $(4,312) | $(6,313) | | **Ending balance** | **$40,934** | **$39,573** | - The total warranty liability includes **$31.1 million** (Sep 30, 2023) and **$30.8 million** (Dec 31, 2022) related to certain IGUs with a quality issue identified during fiscal year 2019, which the company expects to continue to replace[72](index=72&type=chunk)[73](index=73&type=chunk) [Note 6. Commitments and Contingencies](index=19&type=section&id=Note%206.%20Commitments%20and%20Contingencies) The company has ongoing litigation and environmental settlement liabilities, including a **$6.3 million** litigation settlement and a **$3.0 million** environmental fine, with an SEC investigation settled without penalty Litigation Settlement Liability (in thousands) | Category | September 30, 2023 | December 31, 2022 | | :-------------------------- | :------------------- | :------------------ | | Litigation settlement liability - current | $3,000 | $3,000 | | Litigation settlement liability - non-current | $3,332 | $5,794 | | **Total** | **$6,332** | **$8,794** | - An environmental settlement finalized in August 2023 requires a **$3.0 million** fine, a **$1.5 million** civil penalty, and a **$0.5 million** community service payment, along with approximately **$4.8 million** in capital expenditures for a wastewater treatment and recycling system[78](index=78&type=chunk) - Securities litigation and derivative litigation are ongoing, and the company cannot reasonably estimate the possible loss (or range of loss), if any, at this time[88](index=88&type=chunk)[93](index=93&type=chunk) - The SEC announced a settlement with the company on July 3, 2023, resolving the previously disclosed investigation into warranty-related accruals, with no civil penalty imposed due to self-reporting, prompt remediation, and cooperation[95](index=95&type=chunk) [Note 7. Debt](index=22&type=section&id=Note%207.%20Debt) Total debt outstanding was **$209.8 million** as of September 30, 2023, primarily Convertible Notes (**$196.6 million**) and a Term Loan (**$13.2 million**), with Convertible Notes maturing in October 2027 Debt Outstanding (in thousands) | Category | September 30, 2023 | December 31, 2022 | | :-------------------------------- | :------------------- | :------------------ | | Convertible Notes, net of debt issuance costs | $196,576 | $206,347 | | Term loan | $13,225 | $13,960 | | **Total debt** | **$209,801** | **$220,307** | Principal Payments on Debt Outstanding (in thousands) | Year Ending December 31, | Total | | :----------------------- | :---- | | 2023 (remaining three months) | $735 | | 2024 | $1,470 | | 2025 | $1,470 | | 2026 | $1,470 | | 2027 | $198,046 | | Thereafter | $6,610 | | **Total** | **$209,801** | - The Convertible Notes bear interest at **6.00%** per annum (cash) or **9.00%** per annum (PIK) and will mature on October 1, 2027. The effective interest rate on the Convertible Notes was **9.82%** as of September 30, 2023[100](index=100&type=chunk)[106](index=106&type=chunk) - Holders of **$18.0 million** in aggregate principal amount of Convertible Notes exercised their right to convert into **280,373** shares of Class A common stock in January 2023[107](index=107&type=chunk) [Note 8. Stockholders' Equity](index=24&type=section&id=Note%208.%20Stockholders'%20Equity) As of September 30, 2023, the company had **4,053,580** shares outstanding, with stockholders' equity decreasing to a deficit of **$(67.9) million**, and a **$100.0 million** common stock purchase agreement unused - As of September 30, 2023, the company had **4,053,580** shares of common stock issued and outstanding[111](index=111&type=chunk) - Total stockholders' equity decreased from **$220,492 thousand** as of December 31, 2022, to a deficit of **$(67,938) thousand** as of September 30, 2023[18](index=18&type=chunk) - The company has a Common Stock Purchase Agreement allowing it to sell up to **$100.0 million** of common stock to investors, but no shares have been purchased under this agreement as of September 30, 2023[116](index=116&type=chunk) [Note 9. Stock Warrants](index=26&type=section&id=Note%209.%20Stock%20Warrants) The company has various warrants outstanding, including Public, Private, RXR, and Legacy Warrants, with RXR Warrants having a grant date fair value of **$9.2 million** and accounted for as consideration payable to a customer Outstanding Common Stock Warrants | Warrant Type | Number of Warrants (Sep 30, 2023) | Exercise Price Per Warrant | Expiry Date | | :-------------------------------- | :-------------------------------- | :------------------------- | :---------- | | Public Warrants | 277,777 | $690.00 | Through March 2026 | | Private Warrants | 6,111 | $690.00 | Through March 2026 | | RXR Warrants | 158,518 | $0.60 | October 2032 | | Legacy Warrants (various) | 49,754 | Various | Various | | WorxWell Warrants | 16,666 | $600.00 | December 2031 | | **Total Stock Warrants** | **509,233** | | | - The RXR Warrants, issued on October 25, 2022, had a total grant date fair value of **$9.2 million**, accounted for as consideration payable to a customer and non-employee stock compensation[126](index=126&type=chunk) [Note 10. Stock-Based Compensation](index=27&type=section&id=Note%2010.%20Stock-Based%20Compensation) Total stock-based compensation expense was **$10.6 million** for Q3 and **$32.6 million** for YTD 2023, with unrecognized costs for stock options at **$5.3 million** and RSUs at **$25.1 million** Stock-Based Compensation Expense (in thousands) | Category | 3 Months Ended Sep 30, 2023 | 3 Months Ended Sep 30, 2022 | 9 Months Ended Sep 30, 2023 | 9 Months Ended Sep 30, 2022 | | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Cost of revenue | $297 | $418 | $1,020 | $1,126 | | Research and development | $1,022 | $2,032 | $3,216 | $3,587 | | Selling, general, and administrative | $9,291 | $20,776 | $28,326 | $54,122 | | **Total** | **$10,610** | **$23,226** | **$32,562** | **$58,835** | - Total unrecognized compensation cost related to unvested stock options was **$5.3 million** as of September 30, 2023, expected to be recognized over a weighted-average remaining service period of **1.4 years**[133](index=133&type=chunk) - Total unrecognized compensation cost related to RSUs was **$25.1 million** as of September 30, 2023, expected to be recognized over a weighted-average remaining service period of **2.0 years**[138](index=138&type=chunk) - Total unrecognized compensation cost related to options under the CEO Incentive Plan was **$40.4 million** as of September 30, 2023, expected to be recognized over a weighted-average remaining service period of **3.1 years**[142](index=142&type=chunk) [Note 11. Restructuring](index=30&type=section&id=Note%2011.%20Restructuring) In March 2023, the company initiated a restructuring plan, incurring **$4.8 million** in costs for YTD 2023, primarily for severance and R&D equipment relocation, with a total ending liability of **$0.1 million** - The company recorded **$4.8 million** in restructuring costs during the nine months ended September 30, 2023, primarily for employee severance and costs related to the relocation of R&D equipment[145](index=145&type=chunk) - A **$0.7 million** reduction was recorded to accrued compensation due to a change in the estimate of costs for employees impacted by the March 2023 restructuring plan, resulting in a total ending liability of **$0.1 million** as of September 30, 2023[146](index=146&type=chunk) [Note 12. Income Taxes](index=30&type=section&id=Note%2012.%20Income%20Taxes) Income tax expense was immaterial, and the company maintains a full valuation allowance on U.S. deferred tax assets due to projected taxable losses, indicating benefits are not expected to be realized - The company's income tax expense was immaterial for the three and nine months ended September 30, 2023 and 2022[148](index=148&type=chunk) - The company maintains a full valuation allowance on U.S. deferred tax assets, as it is more likely than not that the tax benefits of the U.S. losses incurred will not be realized[149](index=149&type=chunk) [Note 13. Net Loss Per Share](index=31&type=section&id=Note%2013.%20Net%20Loss%20Per%20Share) The company reported a basic and diluted net loss per share of **$(53.06)** for Q3 and **$(84.54)** for YTD 2023, with common stock equivalents excluded from diluted EPS due to anti-dilutive effects Net Loss Per Share (Basic and Diluted) | Metric | 3 Months Ended Sep 30, 2023 | 3 Months Ended Sep 30, 2022 | 9 Months Ended Sep 30, 2023 | 9 Months Ended Sep 30, 2022 | | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Net loss | $(213,046) | $(82,065) | $(336,695) | $(247,323) | | Weighted-average shares outstanding | 4,015,307 | 3,579,584 | 3,982,824 | 3,573,700 | | **Net loss per share** | **$(53.06)** | **$(22.93)** | **$(84.54)** | **$(69.21)** | Common Stock Equivalents Excluded from Diluted EPS (as of September 30) | Category | 2023 | 2022 | | :-------------------------- | :----- | :----- | | Stock options | 385,750 | 402,002 | | Unvested restricted stock units | 200,045 | 112,498 | | Warrants | 456,395 | 355,085 | | Convertible Notes | 1,537,087 | 0 | | **Total** | **2,579,277** | **869,585** | [Note 14. Related Party Transactions](index=31&type=section&id=Note%2014.%20Related%20Party%20Transactions) Transactions with RXR FP include **$113.6 million** in Convertible Notes outstanding and **$19.2 million** in revenue for YTD 2023, with interest expense on RXR Notes at **$8.3 million** - Convertible Notes outstanding to RXR FP (RXR Notes) totaled **$113.6 million** as of September 30, 2023, compared to **$109.1 million** as of December 31, 2022[156](index=156&type=chunk) - Interest expense on the RXR Notes was **$8.3 million** for the nine months ended September 30, 2023[156](index=156&type=chunk) - Revenue recognized from RXR FP was **$19.2 million** for the nine months ended September 30, 2023, a significant increase from **$4.9 million** in the prior year[157](index=157&type=chunk)[158](index=158&type=chunk) [Note 15. Subsequent Events](index=32&type=section&id=Note%2015.%20Subsequent%20Events) The company secured a new **$50 million** senior secured term loan credit agreement in October 2023 and reduced its workforce by approximately **100** employees, expecting a **$2.1 million** charge in Q4 2023 - On October 16, 2023, the company entered into a new senior secured term loan credit agreement, establishing a **$12.5 million** term loan facility and a **$37.5 million** delayed draw term loan facility, each maturing on September 30, 2027[160](index=160&type=chunk) - The ability to make additional draws from the credit agreement is subject to conditions including a **$2 million** weekly cap, delivery of a lender-approved budget after December 31, 2023, no default, and maintaining liquidity of at least **$25 million**[161](index=161&type=chunk) - On October 13, 2023, the company decreased overall headcount by approximately **100** employees (**22%** of full-time staff), expecting a one-time charge of approximately **$2.1 million** in Q4 2023 for severance payments and continued benefits[163](index=163&type=chunk)[164](index=164&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=34&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on financial performance, condition, business overview, key operating factors, revenue and expense analysis, liquidity, and critical accounting policies [Overview](index=34&type=section&id=Overview) View, Inc. is a smart buildings platform and technology company offering electrochromic smart glass and integrated products, with revenue growth of **60.8%** for Q3 and **48.2%** for YTD 2023 - View, Inc. is a leading smart buildings platform and technology company that designs, manufactures, and provides electrochromic smart glass panels and a suite of fully integrated, cloud-connected smart-building products[168](index=168&type=chunk)[169](index=169&type=chunk) - The company's product offerings include Smart Glass, a Smart Building Platform (launched in 2021), and Smart Building Technologies, with products installed in over **48 million** square feet of buildings[170](index=170&type=chunk)[171](index=171&type=chunk)[178](index=178&type=chunk) Revenue Growth | Period | 2023 Revenue (in millions) | 2022 Revenue (in millions) | Growth (%) | | :-------------------------- | :------------------------- | :------------------------- | :--------- | | 3 Months Ended Sep 30 | $38.2 | $23.8 | 60.8% | | 9 Months Ended Sep 30 | $84.6 | $57.1 | 48.2% | [Key Factors Affecting Operating Results](index=36&type=section&id=Key%20Factors%20Affecting%20Operating%20Results) The company faces substantial doubt about its going concern ability beyond Q1 2024, recorded a **$170 million** impairment charge in Q3 2023, and pursues growth strategies amidst macro-economic challenges and liquidity concerns - Substantial doubt exists about the company's ability to continue as a going concern, as existing financial resources are only adequate to fund forecasted operating costs and meet obligations into, but not beyond, the **first quarter of 2024**, requiring additional sources of capital[180](index=180&type=chunk)[181](index=181&type=chunk) - A **$170 million** impairment charge on property and equipment was recorded during Q3 2023 due to a decline in economic and market conditions, including market capitalization, rising interest rates, and a prolonged slowdown in the real estate market[182](index=182&type=chunk) - Growth strategies include increasing product awareness, recurring sales, expanding the product portfolio, and leveraging the Investment Tax Credit (ITC) from the Inflation Reduction Act of 2022, which is expected to drive demand[184](index=184&type=chunk)[185](index=185&type=chunk) - Current macro-economic factors, such as higher interest rates and uncertainty in lending markets, are negatively impacting the real estate market and the company's near-term outlook, leading to a pivot towards multi-family residential developments and a focus on profitable projects[186](index=186&type=chunk) - R&D investment is now focused on improvements to the unit cost of products and collaborating with industry partners, with anticipated reductions in R&D expenses during **2023** and **2024** as the company focuses on profitability[175](index=175&type=chunk)[189](index=189&type=chunk) [Components of Results of Operations](index=38&type=section&id=Components%20of%20Results%20of%20Operations) This section details income statement components, including revenue disaggregation, cost of revenue drivers, expected decreases in operating expenses due to restructuring, and specifics on impairment charges, restructuring costs, and fair value changes - Revenue is generated from three main offerings: View Smart Building Platform (fully installed and functioning platform, revenue recognized over time), View Smart Glass (materials provider for IGUs and CSS components, revenue recognized over time for IGUs and at a point in time/customer acceptance for CSS), and View Smart Building Technologies (suite of products, some with software-as-a-service pricing, recognized over contract period)[192](index=192&type=chunk)[198](index=198&type=chunk)[204](index=204&type=chunk) - Cost of revenue is primarily impacted by significant base operating costs from manufacturing capacity and upfront recognition of contract losses for Smart Building Platform contracts, which are expected to decrease as production volumes increase[206](index=206&type=chunk)[207](index=207&type=chunk) - Research and development expenses are anticipated to decrease in **2023** and **2024** as the company focuses on profitability after the launch of its fourth-generation smart glass and Smart Building Platform products[208](index=208&type=chunk)[209](index=209&type=chunk) - Selling, general, and administrative expenses are expected to decrease in absolute dollars in **2023** and **2024** following restructuring plans, as the company aims to right-size the business[211](index=211&type=chunk) - Impairment of long-lived assets includes a **$4.0 million** impairment of a note receivable in Q2 2023 and a **$170.3 million** impairment of property and equipment in Q3 2023[212](index=212&type=chunk) - Restructuring costs consist of severance and related costs, as well as costs incurred to relocate certain long-lived assets, associated with the March 2023 restructuring plan[213](index=213&type=chunk) - Gain on fair value change, net, primarily relates to the remeasurement of the Sponsor Earn-out Shares and Private Warrants to fair value at each balance sheet date[217](index=217&type=chunk) [Results of Operations](index=42&type=section&id=Results%20of%20Operations) Total revenue increased by **60.8%** for Q3 and **48.2%** for YTD 2023, driven by Smart Building Platform growth, but net loss increased substantially due to a **$170.3 million** impairment charge, while operating expenses decreased Consolidated Statements of Comprehensive Loss Summary (in thousands, except percentages) | Metric | 3 Months Ended Sep 30, 2023 | 3 Months Ended Sep 30, 2022 | Change (%) | 9 Months Ended Sep 30, 2023 | 9 Months Ended Sep 30, 2022 | Change (%) | | :-------------------------- | :-------------------------- | :-------------------------- | :--------- | :-------------------------- | :-------------------------- | :--------- | | Revenue | $38,220 | $23,762 | 60.8% | $84,602 | $57,090 | 48.2% | | Cost of revenue | $42,573 | $49,126 | (13.3%) | $124,596 | $129,219 | (3.6%) | | Gross loss | $(4,353) | $(25,364) | (82.8%) | $(39,994) | $(72,129) | (44.6%) | | Research and development | $8,918 | $15,554 | (42.7%) | $31,573 | $56,157 | (43.8%) | | Selling, general, and administrative | $25,518 | $41,174 | (38.0%) | $74,429 | $124,888 | (40.4%) | | Impairment of long-lived assets | $170,300 | $0 | 100.0% | $174,300 | $0 | 100.0% | | Restructuring costs | $(662) | $0 | (100.0%) | $4,845 | $0 | 100.0% | | Loss from operations | $(208,427) | $(82,092) | 153.9% | $(325,141) | $(253,174) | 28.4% | | Net and comprehensive loss | $(213,046) | $(82,065) | 159.6% | $(336,695) | $(247,323) | 36.1% | - Revenue increases were primarily driven by a continued shift in new projects to the Smart Building Platform offering and strong demand in the multi-family residential market[222](index=222&type=chunk) - Cost of revenue decreased as a percentage of net sales due to leveraging base operating costs over higher revenues, favorable product mix, and lower levels of spending on factory and other fixed expenses from cost savings initiatives[223](index=223&type=chunk) - Research and development expenses decreased by **$6.6 million** (Q3) and **$24.6 million** (YTD) primarily due to reductions in costs for Smart Building Technology projects and IGU product/manufacturing processes, along with other cost savings[227](index=227&type=chunk)[228](index=228&type=chunk) - Selling, general, and administrative expenses decreased by **$15.7 million** (Q3) and **$50.5 million** (YTD) primarily due to lower stock-based compensation expense, reduced legal/consulting expenses, and sales and marketing cost savings initiatives[230](index=230&type=chunk)[231](index=231&type=chunk) [Liquidity and Capital Resources](index=46&type=section&id=Liquidity%20and%20Capital%20Resources) As of September 30, 2023, the company had **$50.6 million** in cash and a **$71.6 million** working capital deficit, raising substantial doubt about its going concern ability beyond Q1 2024, relying on a new **$50 million** credit agreement and cost-saving initiatives - As of September 30, 2023, the company had **$50.6 million** in cash and cash equivalents and **$71.6 million** in working capital[245](index=245&type=chunk) - The accumulated deficit totaled **$2,931.1 million** as of September 30, 2023, with a net loss of **$336.7 million** and negative cash flows from operations of **$139.6 million** for the nine months ended September 30, 2023[245](index=245&type=chunk) - Substantial doubt exists about the company's ability to continue as a going concern, as existing financial resources are only adequate to fund operations into, but not beyond, the **first quarter of 2024**, necessitating additional financing or strategic alternatives[245](index=245&type=chunk) - A new **$50 million** senior secured term loan credit agreement was entered into in October 2023, with an initial **$12.5 million** drawn and a **$37.5 million** delayed draw facility, subject to various conditions[245](index=245&type=chunk) - The company has implemented cost savings initiatives and restructuring plans to reduce cash outflow and expects the Investment Tax Credit (ITC) to increase demand and aid progress towards profitable operations[249](index=249&type=chunk) [Off-Balance Sheet Arrangements](index=48&type=section&id=Off-Balance%20Sheet%20Arrangements) The company has no material off-balance sheet financing arrangements, except for **$13.8 million** in standby letters of credit as of September 30, 2023, with **$1.0 million** drawn - The company did not have any material off-balance sheet financing arrangements during the periods presented, other than standby letters of credit totaling **$13.8 million** as of September 30, 2023, with **$1.0 million** drawn[263](index=263&type=chunk)[264](index=264&type=chunk) [Critical Accounting Policies and Estimates](index=48&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) Financial statement preparation requires significant judgments and estimates in revenue recognition, product warranties, asset impairment, stock compensation, and Sponsor Earn-out liability, with no changes made in the first nine months of 2023 - Critical accounting policies and estimates include revenue recognition, product warranties, impairment of long-lived assets, impairment of goodwill, stock compensation, and the Sponsor Earn-out liability[265](index=265&type=chunk) - No changes were made to these critical accounting policies during the first nine months of 2023[265](index=265&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=49&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, View, Inc. is not required to provide quantitative and qualitative disclosures about market risk [Item 4. Controls and Procedures](index=49&type=section&id=Item%204.%20Controls%20and%20Procedures) This section details the evaluation of disclosure controls and procedures, concluding they were not effective as of September 30, 2023, due to material weaknesses in internal control over financial reporting [Evaluation of Disclosure Controls and Procedures](index=49&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) - The company's disclosure controls and procedures were not effective as of September 30, 2023, due to material weaknesses in internal control over financial reporting[269](index=269&type=chunk) - Despite the material weaknesses, management believes the condensed consolidated financial statements in this Quarterly Report fairly present, in all material respects, the company's financial position, results of operations, and cash flows[269](index=269&type=chunk) [Material Weaknesses in Internal Control over Financial Reporting](index=49&type=section&id=Material%20Weaknesses%20in%20Internal%20Control%20over%20Financial%20Reporting) - The company did not design or maintain an effective internal control environment that meets its accounting and reporting requirements, specifically lacking sufficient personnel with appropriate accounting knowledge and experience - The company did not demonstrate a commitment to integrity and ethical values - These weaknesses contributed to additional material weaknesses in controls over revenue and receivables and warranty-related obligations[271](index=271&type=chunk) [Remediation Efforts and Status of Material Weaknesses](index=49&type=section&id=Remediation%20Efforts%20and%20Status%20of%20Material%20Weaknesses) - The company has hired full-time staff and experienced contractors to address competency gaps in the accounting/finance function, but additional time is needed to demonstrate consistent performance for remediation - New control activities have been designed and implemented in response to the commitment to integrity and ethical values, but consistent operation over a sufficient period is required for remediation - New control activities for warranty-related obligations and revenue and receivable processes were implemented and operated effectively, but additional time is needed to demonstrate consistent operation for remediation[272](index=272&type=chunk)[275](index=275&type=chunk) [Changes in Internal Control Over Financial Reporting](index=50&type=section&id=Changes%20in%20Internal%20Control%20Over%20Financial%20Reporting) - There were no changes during the quarter ended September 30, 2023, in the company's internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, internal control over financial reporting[274](index=274&type=chunk) [PART II. OTHER INFORMATION](index=51&type=section&id=PART%20II.%20OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=51&type=section&id=Item%201.%20Legal%20Proceedings) This section refers to Note 6 of the financial statements for detailed information on the company's legal proceedings, including claims, litigation, and investigations - Information on claims, litigation, internal or governmental investigations, including those related to labor and employment, contracts, intellectual property, environmental, regulatory compliance, and commercial matters, is detailed in Note 6 of the Condensed Consolidated Financial Statements[276](index=276&type=chunk) [Item 1A. Risk Factors](index=51&type=section&id=Item%201A.%20Risk%20Factors) This section outlines significant risks, particularly those related to liquidity, going concern ability, non-cash impairment charges, and future performance [Risks Related to Liquidity](index=51&type=section&id=Risks%20Related%20to%20Liquidity) - The company has determined there is substantial doubt about its ability to continue as a going concern, as existing financial resources are only adequate to fund operations into, but not beyond, the **first quarter of 2024**, necessitating additional capital[278](index=278&type=chunk)[279](index=279&type=chunk) - Failure to secure necessary additional financing could force the company to execute other strategic alternatives, including further expense reductions, asset sales, corporate capital restructuring, or liquidation of assets[279](index=279&type=chunk) - Future equity issuance would result in substantial dilution to stockholders, and additional debt could impose significant restrictions on operations[280](index=280&type=chunk) [Risk Factors Relating to Future Performance](index=52&type=section&id=Risk%20Factors%20Relating%20to%20Future%20Performance) - The company recorded a **$170 million** non-cash impairment charge on property and equipment during the three and nine months ended September 30, 2023, due to a continued decline in economic and market conditions[285](index=285&type=chunk) - Further declines in market capitalization or inability to obtain additional financing could necessitate further impairment testing and potentially result in additional impairment of assets, materially impacting business and financial results[286](index=286&type=chunk) [Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities](index=52&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities,%20Use%20of%20Proceeds,%20and%20Issuer%20Purchases%20of%20Equity%20Securities) This section details the issuance of unregistered equity securities, including Director RSUs, 2021 Officer RSUs, and Convertible Notes and Warrants issued in private placements - Granted **4,293** restricted stock units (Director RSUs) to independent directors in Q2 2021, with **2,449** vested as of September 30, 2023 - Granted **208,333** restricted stock units (2021 Officer RSUs) to executive officers in March 2021; market-based vesting conditions were removed in August 2022, and **112,503** have vested with **53,238** withheld for taxes as of September 30, 2023 - Sold **$200.0 million** (plus an additional **$12.3 million**) aggregate principal amount of Convertible Notes in Q4 2022 in a private placement, relying on the exemption from registration provided by Section 4(a)(2) of the Securities Act - Issued Warrants in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act[287](index=287&type=chunk)[288](index=288&type=chunk)[289](index=289&type=chunk)[291](index=291&type=chunk) [Item 3. Defaults Upon Senior Securities](index=53&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon senior securities for the period [Item 4. Mine Safety Disclosures](index=53&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) The company reports no mine safety disclosures [Item 5. Other Information](index=53&type=section&id=Item%205.%20Other%20Information) The company reports no other material information not disclosed elsewhere in the report [Item 6. Exhibits](index=53&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed as part of the Form 10-Q, including organizational documents, agreements, and certifications [Signatures](index=55&type=section&id=Signatures) This section contains the formal signatures of the Chief Executive Officer and Chief Financial Officer, certifying the accuracy and completeness of the report

Table of Contents 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 or ☐ 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: 001-39470. ___________________________ VIEW, INC. (Exact name of registrant as specifi ...

Table of Contents 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 March 31, 2023 or ☐ 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: 001-39470. ___________________________ VIEW, INC. (Exact name of registrant as specif ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ___________________________ FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022. or ☐ 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: 001-39470. ___________________________ VIEW, INC. (Exact name of registrant as specified ...

Table of Contents 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 September 30, 2022. or ☐ 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: 001-39470. ___________________________ VIEW, INC. (Exact name of registrant as s ...

[Note Regarding Forward Looking Statements](index=4&type=section&id=Note%20Regarding%20Forward%20Looking%20Statements) This section cautions readers that the report contains forward-looking statements subject to risks and uncertainties, which the company does not commit to updating - This section highlights that the report contains **forward-looking statements** subject to **risks and uncertainties**, including those amplified by the COVID-19 pandemic. Readers are cautioned not to place undue reliance on these statements, and the company does not commit to updating them[14](index=14&type=chunk) [PART I. FINANCIAL INFORMATION](index=5&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) This part presents the company's unaudited condensed consolidated financial statements and management's discussion and analysis of financial condition and results of operations [Item 1. Financial Statements (Unaudited)](index=5&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited)) This section presents View, Inc.'s unaudited condensed consolidated financial statements, including balance sheets, comprehensive loss, equity, and cash flows, with detailed notes [Condensed Consolidated Balance Sheets](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets%20as%20of%20June%2030%2C%202022%20and%20December%2031%2C%202021) This section provides a snapshot of the company's financial position, detailing assets, liabilities, and equity as of specific dates Balance Sheet Summary (in thousands) | Metric | June 30, 2022 (in thousands) | December 31, 2021 (in thousands) | | :-------------------------------- | :----------------------------- | :------------------------------- | | Total current assets | $183,454 | $343,532 | | Total assets | $511,555 | $679,066 | | Total current liabilities | $83,466 | $104,610 | | Total liabilities | $161,866 | $199,728 | | Total stockholders' equity | $349,689 | $479,338 | [Condensed Consolidated Statements of Comprehensive Loss](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Comprehensive%20Loss%20for%20the%20Three%20and%20Six%20Months%20Ended%20June%2030%2C%202022%20and%202021) This section details the company's revenues, costs, expenses, and net comprehensive loss for the reported periods Comprehensive Loss Summary (in thousands) | Metric | 3 Months Ended June 30, 2022 (in thousands) | 3 Months Ended June 30, 2021 (in thousands) | | :-------------------------------- | :------------------------------------ | :------------------------------------ | | Revenue | $16,316 | $16,926 | | Total costs and expenses | $101,194 | $105,283 | | Loss from operations | $(84,878) | $(88,357) | | Net and comprehensive loss | $(82,886) | $(95,720) | | Net loss per share, basic and diluted | $(0.39) | $(0.45) | Comprehensive Loss Summary (in thousands) | Metric | 6 Months Ended June 30, 2022 (in thousands) | 6 Months Ended June 30, 2021 (in thousands) | | :-------------------------------- | :------------------------------------ | :------------------------------------ | | Revenue | $33,328 | $26,695 | | Total costs and expenses | $204,410 | $179,732 | | Loss from operations | $(171,082) | $(153,037) | | Net and comprehensive loss | $(165,258) | $(169,755) | | Net loss per share, basic and diluted | $(0.77) | $(1.26) | [Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit)](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Redeemable%20Convertible%20Preferred%20Stock%20and%20Stockholders'%20Equity%20(Deficit)%20for%20the%20Three%20and%20Six%20Months%20Ended%20June%2030%2C%202022%20and%202021) This section outlines changes in the company's redeemable convertible preferred stock and stockholders' equity (deficit) over the reported periods Stockholders' Equity Summary (in thousands) | Metric | December 31, 2021 (in thousands) | June 30, 2022 (in thousands) | | :-------------------------------- | :------------------------------- | :--------------------------- | | Total Stockholders' Equity | $479,338 | $349,689 | | Accumulated Deficit | $(2,257,331) | $(2,422,589) | - **Stock-based compensation** contributed **$17.468 million** and **$18.141 million** to additional paid-in capital for the periods ending March 31, 2022, and June 30, 2022, respectively[20](index=20&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows%20for%20the%20Six%20Months%20Ended%20June%2030%2C%202022%20and%202021) This section presents the company's cash flows from operating, investing, and financing activities for the reported periods Cash Flow Summary (in thousands) | Cash Flow Activity | 6 Months Ended June 30, 2022 (in thousands) | 6 Months Ended June 30, 2021 (in thousands) | | :-------------------------------- | :------------------------------------ | :------------------------------------ | | Net cash used in operating activities | $(153,248) | $(125,168) | | Net cash used in investing activities | $(13,736) | $(5,820) | | Net cash provided by (used in) financing activities | $(999) | $516,122 | | Net (decrease) increase in cash, cash equivalents, and restricted cash | $(167,983) | $385,134 | - **Cash, cash equivalents, and restricted cash** decreased significantly from **$297.5 million** at the beginning of the period to **$129.6 million** by June 30, 2022[21](index=21&type=chunk) [Notes to Condensed Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) This section provides detailed explanations of the company's significant accounting policies, financial instruments, and other relevant financial information [1. Organization and Summary of Significant Accounting Policies](index=9&type=section&id=1.%20Organization%20and%20Summary%20of%20Significant%20Accounting%20Policies) This note describes View, Inc.'s business, its reverse recapitalization, basis of financial statement presentation, and going concern risk - **View, Inc.** manufactures smart building products, primarily electrochromic "smart" glass panels, network infrastructure, and software to improve health, productivity, and energy efficiency in buildings[22](index=22&type=chunk) - The company completed a **reverse recapitalization merger** on March 8, 2021, raising **$771.3 million** in net proceeds, which were used to repay a **$276.8 million** revolving debt facility[23](index=23&type=chunk)[24](index=24&type=chunk) - The company has an **accumulated deficit** of **$2.423 billion** as of June 30, 2022, and reported a **net loss** of **$165.3 million** and **negative cash flows from operations** of **$153.2 million** for the six months ended June 30, 2022[31](index=31&type=chunk) - Management has determined there is **substantial doubt** about the company's ability to continue as a **going concern** beyond November 2022 without additional capital[32](index=32&type=chunk) - Two customers accounted for **16.9%** and **16.6%** of total revenue for the six months ended June 30, 2022, indicating **customer concentration**[37](index=37&type=chunk) - Three suppliers accounted for **20.0%**, **19.1%**, and **14.2%** of total purchases for the six months ended June 30, 2022, indicating **supplier concentration**[39](index=39&type=chunk) [2. Reverse Recapitalization](index=11&type=section&id=2.%20Reverse%20Recapitalization) This note details the reverse recapitalization merger, including gross proceeds, transaction costs, and the identification of the accounting acquirer - The Merger raised **$815.2 million** in gross proceeds, including **$374.1 million** from CF II's trust account and **$441.1 million** from PIPE financing[43](index=43&type=chunk) - **Transaction costs** of **$43.9 million** were incurred, with **$42.4 million** recorded as a reduction to additional paid-in capital[46](index=46&type=chunk) - Legacy View was identified as the **accounting acquirer** due to factors such as majority voting power, board nomination rights, continuation of operations and management, and retention of the Legacy View name[49](index=49&type=chunk) [3. Revenue](index=12&type=section&id=3.%20Revenue) This note disaggregates revenue by product, offering, and geographic area, detailing contract assets, liabilities, and performance obligations Revenue by Type (in thousands) | Revenue Type | 3 Months Ended June 30, 2022 (in thousands) | 3 Months Ended June 30, 2021 (in thousands) | | :---------------- | :------------------------------------ | :------------------------------------ | | Products | $15,380 | $16,814 | | Services | $936 | $112 | | Total | $16,316 | $16,926 | Revenue by Product Offering (in thousands) | Product Offering | 3 Months Ended June 30, 2022 (in thousands) | 3 Months Ended June 30, 2021 (in thousands) | | :----------------------- | :------------------------------------ | :------------------------------------ | | Smart Glass | $4,306 | $11,580 | | Smart Building Platform | $9,055 | $5,136 | | Smart Building Technologies | $2,955 | $210 | | Total | $16,316 | $16,926 | Revenue by Geographic Area (in thousands) | Geographic Area | 3 Months Ended June 30, 2022 (in thousands) | 3 Months Ended June 30, 2021 (in thousands) | | :---------------- | :------------------------------------ | :------------------------------------ | | United States | $14,825 | $12,053 | | Canada | $1,443 | $4,403 | | Other | $48 | $470 | | Total | $16,316 | $16,926 | - Estimated **contract losses** for uncompleted work decreased from **$20.7 million** as of December 31, 2021, to **$14.2 million** as of June 30, 2022[53](index=53&type=chunk) [4. Fair Value](index=14&type=section&id=4.%20Fair%20Value) This note outlines the company's fair value measurements for financial assets and liabilities, categorizing them into a three-level hierarchy Fair Value of Financial Instruments (in thousands) | Financial Instrument | June 30, 2022 (in thousands) | December 31, 2021 (in thousands) | | :----------------------- | :----------------------------- | :------------------------------- | | Money market funds | $87,693 | $247,500 | | Certificates of deposit | $18,318 | $16,462 | | Sponsor earn-out liability | $1,485 | $7,624 | | Private warrants liability | $28 | $174 | Gain/Loss on Fair Value Change, Net (in thousands) | (Gain) Loss on Fair Value Change, net (in thousands) | 3 Months Ended June 30, 2022 | 3 Months Ended June 30, 2021 | 6 Months Ended June 30, 2022 | 6 Months Ended June 30, 2021 | | :------------------------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Sponsor Earn-out Liability | $(1,846) | $2,118 | $(6,139) | $(342) | | Private Warrants | $(58) | $(53) | $(146) | $50 | | Redeemable Convertible Preferred Stock Warrants | — | — | — | $(5,056) | | Total (Gain) loss on fair value change, net | $(1,904) | $2,065 | $(6,285) | $(5,348) | - The **fair value of the Sponsor Earn-Out liability** decreased from **$7.624 million** to **$1.485 million** from December 31, 2021, to June 30, 2022, reflecting a gain on fair value change[62](index=62&type=chunk)[63](index=63&type=chunk) [5. Other Balance Sheet Information](index=17&type=section&id=5.%20Other%20Balance%20Sheet%20Information) This note provides details on cash, accounts receivable, inventories, and long-lived assets, highlighting changes and impairments Cash and Cash Equivalents (in thousands) | Cash & Equivalents | June 30, 2022 (in thousands) | December 31, 2021 (in thousands) | | :------------------------------------------------- | :----------------------------- | :------------------------------- | | Cash and cash equivalents | $111,242 | $281,081 | | Total cash, cash equivalents, and restricted cash | $129,560 | $297,543 | - The **allowance for credit losses** decreased from **$0.7 million** at December 31, 2021, to **$0.5 million** at June 30, 2022, due to a **$0.2 million** decrease related to written-off receivables[70](index=70&type=chunk) - **Inventory impairments** for the six months ended June 30, 2022, were **$12.2 million**, an increase from **$6.1 million** in the same period of 2021[71](index=71&type=chunk) [6. Product Warranties](index=18&type=section&id=6.%20Product%20Warranties) This note details the company's warranty obligations, including standard assurance warranties and specific liabilities for quality issues - Standard assurance warranty for **IGUs** is generally **10 years**, and for **control systems**, **5 years**[76](index=76&type=chunk) - A specific **warranty liability** of **$33.8 million** as of June 30, 2022, (down from **$36.2 million** at Dec 31, 2021) is recorded for a quality issue with certain IGU materials identified in 2019[77](index=77&type=chunk) Warranty Liability Rollforward (in thousands) | Warranty Liability (in thousands) | December 31, 2021 | June 30, 2022 | | :-------------------------------- | :---------------- | :------------ | | Beginning balance | $47,678 | $42,256 | | Accruals for warranties issued | $1,551 | $896 | | Changes to estimates of volume and costs | $1,234 | — | | Settlements made | $(8,207) | $(3,644) | | Ending balance | $42,256 | $39,508 | - Charges to Cost of revenues related to **warranty liability adjustments** were **$0.3 million** for Q2 2022 (down from **$0.4 million** in Q2 2021) and **$0.9 million** for H1 2022 (up from **$0.8 million** in H1 2021)[80](index=80&type=chunk) [7. Commitments and Contingencies](index=19&type=section&id=7.%20Commitments%20and%20Contingencies) This note details various commitments and contingencies, including indemnifications, letters of credit, and significant litigation and environmental liabilities - **Standby letters of credit** totaled **$17.1 million** as of June 30, 2022, an increase from **$16.5 million** at December 31, 2021[84](index=84&type=chunk) - The company has a **promissory note** with a customer, allowing draws up to **$10.0 million**, with **$1.6 million** drawn as of June 30, 2022[85](index=85&type=chunk) Litigation Settlement Liability (in thousands) | Litigation Settlement Liability (in thousands) | June 30, 2022 | December 31, 2021 | | :------------------------------------------- | :------------ | :---------------- | | Current | $3,000 | — | | Non-current | $5,312 | $7,834 | | Total | $8,312 | $7,834 | - The company agreed in principle to a global settlement for environmental claims, including a **$3.0 million** fine, a **$1.5 million** civil penalty, and a **$0.5 million** community service payment, totaling **$5.0 million** in penalties[88](index=88&type=chunk)[89](index=89&type=chunk)[90](index=90&type=chunk) Environmental Settlement Liability (in thousands) | Environmental Settlement Liability (in thousands) | June 30, 2022 | December 31, 2021 | | :---------------------------------------------- | :------------ | :---------------- | | Current | $2,950 | $2,950 | | Non-current | $2,000 | $2,000 | | Total | $4,950 | $4,950 | - The company is a defendant in a putative **securities class action** and multiple **stockholder derivative complaints**, with potential losses currently not estimable[94](index=94&type=chunk)[96](index=96&type=chunk)[99](index=99&type=chunk) - The **SEC** is conducting a formal investigation into the adequacy of the company's previously reported **warranty accrual**, and the U.S. Attorney's Office for the Southern District of New York has also requested information[105](index=105&type=chunk)[106](index=106&type=chunk) [8. Debt](index=24&type=section&id=8.%20Debt) This note details the company's debt, primarily an interest-free term loan, and the repayment of its revolving debt facility Debt Summary (in thousands) | Debt Type | June 30, 2022 (in thousands) | December 31, 2021 (in thousands) | | :------------------------ | :----------------------------- | :------------------------------- | | Term loan, due June 30, 2032 | $14,695 | $15,430 | | Debt, current | $1,470 | $1,470 | | Debt, non-current | $13,225 | $13,960 | - The **term loan** is **interest-free** and requires semi-annual payments of **$0.7 million** through June 30, 2032, with payments resuming on June 30, 2022[108](index=108&type=chunk)[109](index=109&type=chunk) - The **$276.8 million revolving debt facility** was fully repaid and terminated on March 8, 2021, resulting in a **$10.0 million** debt extinguishment loss[114](index=114&type=chunk) [9. Stockholders' Equity](index=25&type=section&id=9.%20Stockholders'%20Equity) This note outlines the company's common stock and preferred stock structure, including shares outstanding and dividend policy - As of June 30, 2022, **219,227,971 shares of common stock** were issued and outstanding[115](index=115&type=chunk) - The company is authorized to issue **1,000,000 shares of preferred stock**, but none were issued or outstanding as of June 30, 2022[116](index=116&type=chunk) - The company has not paid any cash dividends on common stock to date and has no current plans to do so[117](index=117&type=chunk) [10. Stock Warrants](index=25&type=section&id=10.%20Stock%20Warrants) This note details the company's outstanding public, private, and other common stock warrants, including their exercise prices and status - As of June 30, 2022, there were **366,666 Private Warrants** and **16,666,637 Public Warrants** outstanding, with an exercise price of **$11.50** per share[118](index=118&type=chunk)[122](index=122&type=chunk) - No Public or Private Warrants had been exercised as of June 30, 2022[122](index=122&type=chunk) - In December 2021, **1,000,000 common stock warrants** were issued in connection with the WorxWell acquisition[124](index=124&type=chunk) Stock Warrants Outstanding (As converted) | Warrant Type | Number of Warrants June 30, 2022 (As converted) | Number of Warrants December 31, 2021 (As converted) | Exercise Price Per Warrant (As converted) | | :------------------------------------------------- | :---------------------------------------------- | :------------------------------------------------ | :---------------------------------------- | | Total stock warrants | 21,305,462 | 21,311,920 | Varies | [11. Stock-Based Compensation](index=27&type=section&id=11.%20Stock-Based%20Compensation) This note describes the company's stock-based compensation plans, detailing outstanding options, RSUs, vesting conditions, and associated expenses - The **2018 Plan** was terminated upon the Merger, with **24,657,302 outstanding options** assumed under the new **2021 Plan**[127](index=127&type=chunk) - The **2021 Plan** initially reserved **58,631,907 shares**, with **22,217,714 shares** remaining for future issuance as of June 30, 2022[129](index=129&type=chunk)[130](index=130&type=chunk) - **Officer RSUs** (**12,500,000 shares**) and **Officer Options** (**5,000,000 options**) were granted under the 2021 Plan, subject to both time and market-based vesting conditions (**$15.00** and **$20.00** share price hurdles for RSUs)[131](index=131&type=chunk) - The **CEO Incentive Plan** granted **25,000,000 options** with an exercise price of **$10.00** per share, vesting upon achieving stock price hurdles ranging from **$20.00** to **$110.00**[132](index=132&type=chunk)[133](index=133&type=chunk) Stock-Based Compensation Expense (in thousands) | Stock-Based Compensation Expense (in thousands) | 3 Months Ended June 30, 2022 | 3 Months Ended June 30, 2021 | 6 Months Ended June 30, 2022 | 6 Months Ended June 30, 2021 | | :---------------------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Cost of revenue | $345 | $1,297 | $708 | $2,175 | | Research and development | $1,486 | $2,628 | $1,555 | $3,543 | | Selling, general, and administrative | $16,310 | $18,349 | $33,346 | $27,019 | | Total | $18,141 | $22,274 | $35,609 | $32,737 | [12. Income Taxes](index=30&type=section&id=12.%20Income%20Taxes) This note states that income tax expense was immaterial and a full valuation allowance is maintained on U.S. deferred tax assets due to projected losses - **Income tax expense** was immaterial for the three and six months ended June 30, 2022 and 2021[143](index=143&type=chunk) - A **full valuation allowance** is maintained on U.S. deferred tax assets due to projected taxable losses, indicating that tax benefits are unlikely to be realized[144](index=144&type=chunk)[145](index=145&type=chunk) [13. Net Loss Per Share](index=31&type=section&id=13.%20Net%20Loss%20Per%20Share) This note provides the computation of basic and diluted net loss per share, highlighting the impact of net loss and weighted-average shares outstanding Net Loss Per Share Calculation | Metric | 3 Months Ended June 30, 2022 | 3 Months Ended June 30, 2021 | 6 Months Ended June 30, 2022 | 6 Months Ended June 30, 2021 | | :-------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Net loss | $(82,886) | $(95,720) | $(165,258) | $(169,755) | | Weighted-average shares outstanding, basic and diluted | 214,253,209 | 212,116,112 | 214,242,768 | 134,240,831 | | Net loss per share, basic and diluted | $(0.39) | $(0.45) | $(0.77) | $(1.26) | - **Common stock equivalents** (stock options, RSUs, warrants) were excluded from diluted EPS calculation for all periods due to the company recording a net loss, making their inclusion anti-dilutive[148](index=148&type=chunk)[149](index=149&type=chunk) [14. Subsequent Events](index=31&type=section&id=14.%20Subsequent%20Events) This note discloses significant events after the reporting period, including equity facilities and amendments to Officer RSUs - On August 8, 2022, the company entered into common stock purchase agreements with Cantor and Yorkville for a **committed equity facility**, allowing the sale of up to **$100.0 million** of common stock[151](index=151&type=chunk)[152](index=152&type=chunk) - The purchase price for shares sold under the facility will be **97%** of the volume weighted average price during the applicable purchase date[154](index=154&type=chunk) - On August 5, 2022, the Compensation Committee approved an amendment to **Officer RSUs**, removing market-based vesting conditions, making them subject only to time-based vesting[159](index=159&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=33&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the company's financial condition and results of operations, including liquidity and capital resources [Overview](index=34&type=section&id=Overview) This section provides an overview of View's business as a smart buildings platform and technology company, detailing its products and market positioning - View is a **smart buildings platform and technology company** that designs, manufactures, and provides electrochromic "smart" glass panels, network infrastructure, software, and algorithms to adjust tint, reduce energy consumption, and improve human health and experience[163](index=163&type=chunk)[164](index=164&type=chunk) - The company introduced a **Smart Building Platform** in 2021, integrating smart glass IGUs, fabrication, installation, and Smart Building Technologies, positioning View as a prime contractor rather than a subcomponent supplier[166](index=166&type=chunk)[172](index=172&type=chunk) - View's Smart Building Platform includes applications like **View Immersive Display** (transparent digital displays) and **View Sense** (environmental quality sensors)[174](index=174&type=chunk) Key Financial Metrics | Metric | 3 Months Ended June 30, 2022 | 3 Months Ended June 30, 2021 | | :------- | :--------------------------- | :--------------------------- | | Revenue | $16.3 million | $16.9 million | Key Financial Metrics | Metric | 6 Months Ended June 30, 2022 | 6 Months Ended June 30, 2021 | | :------- | :--------------------------- | :--------------------------- | | Revenue | $33.3 million | $26.7 million | [Key Factors Affecting Operating Results](index=36&type=section&id=Key%20Factors%20Affecting%20Operating%20Results) This section discusses the primary factors influencing the company's operating results, including growth strategies, going concern risk, R&D, and production capacity - The company's **growth strategies** are driven by secular trends in climate change/ESG, human health in buildings, improved human experiences, and demand for smart buildings[176](index=176&type=chunk) - Execution of growth strategies depends on increasing product awareness, recurring sales, expanding product portfolio and sales channels, strengthening ecosystem partnerships, and international expansion[177](index=177&type=chunk) - The company faces **substantial doubt** about its ability to continue as a **going concern** beyond November 2022, requiring additional financing and profitable sales contracts[178](index=178&type=chunk) - View has over **1,400 patents and patent filings** and plans continued significant investments in **R&D** to improve existing products and develop new ones, including "The Smart Building Cloud" suite (View Net, Immersive Display, Sense, Secure Edge, Remote Access, Building Performance, Workplace Experience)[179](index=179&type=chunk)[180](index=180&type=chunk)[181](index=181&type=chunk) - The company operates one production line with a capacity of **5 million square feet of smart glass per year** and has partially completed a second line, which will increase total capacity to **12.5 million square feet per year**[183](index=183&type=chunk) - Over **$400 million** has been invested in capital expenditures for the factory, with an additional **$90 million** expected over the next four years for automation and completion of the second production line, requiring further financing[184](index=184&type=chunk) [Components of Results of Operations](index=37&type=section&id=Components%20of%20Results%20of%20Operations) This section explains the various components contributing to the company's results of operations, including revenue recognition and expense categories - **View Smart Glass revenue** is generated from manufacturing and selling IGUs and CSS (controllers, sensors, software), with revenue recognized over time for IGUs and at shipment/acceptance for CSS[185](index=185&type=chunk)[187](index=187&type=chunk)[188](index=188&type=chunk) - **View Smart Building Platform revenue** is from a fully integrated solution including IGUs, framing, Smart Building Technologies, and installation, with View acting as the principal contractor and recognizing revenue over time using a cost-to-cost input method[190](index=190&type=chunk)[191](index=191&type=chunk)[193](index=193&type=chunk) - **View Smart Building Technologies** offers products like View Secure Edge, Remote Access, Building Performance, and Workplace Experience, with some contracts offering software-as-a-service pricing recognized over the contract period[195](index=195&type=chunk)[196](index=196&type=chunk) - **Cost of revenue** includes manufacturing costs, materials, customer support, personnel, facility expenses, warranty costs, and inventory valuation provisions. Significant base operating costs and contract loss accruals for Smart Building Platform contracts are key factors[197](index=197&type=chunk)[198](index=198&type=chunk)[199](index=199&type=chunk) - **Research and development expenses** are primarily for salaries, materials, and consultants for product improvements and new product development, expected to increase in absolute dollars but decrease as a percentage of revenue[200](index=200&type=chunk) - **Selling, general, and administrative expenses** include personnel, sales & marketing, finance, legal, and public company operating costs, expected to increase in absolute dollars but decline as a percentage of revenue over time[201](index=201&type=chunk)[202](index=202&type=chunk) - **Interest expense, net**, primarily relates to debt facilities and finance leases, while **other expense (income), net**, includes environmental settlement penalties and foreign exchange[203](index=203&type=chunk)[204](index=204&type=chunk) - **(Gain) loss on fair value change, net**, results from remeasurement of Sponsor Earn-out Shares and Private Warrants[205](index=205&type=chunk) [Results of Operations](index=40&type=section&id=Results%20of%20Operations) This section provides a detailed analysis of the company's revenues, costs, and expenses for the reported periods, highlighting key changes and drivers Key Financial Metrics (in thousands) | Metric | 3 Months Ended June 30, 2022 (in thousands) | 3 Months Ended June 30, 2021 (in thousands) | | :-------------------------------- | :------------------------------------ | :------------------------------------ | | Revenue | $16,316 | $16,926 | | Cost of revenue | $39,531 | $49,610 | | Research and development | $20,908 | $21,040 | | Selling, general, and administrative | $40,755 | $34,633 | | Loss from operations | $(84,878) | $(88,357) | | Net and comprehensive loss | $(82,886) | $(95,720) | Key Financial Metrics (in thousands) | Metric | 6 Months Ended June 30, 2022 (in thousands) | 6 Months Ended June 30, 2021 (in thousands) | | :-------------------------------- | :------------------------------------ | :------------------------------------ | | Revenue | $33,328 | $26,695 | | Cost of revenue | $80,093 | $85,789 | | Research and development | $40,603 | $37,610 | | Selling, general, and administrative | $83,714 | $56,333 | | Loss from operations | $(171,082) | $(153,037) | | Net and comprehensive loss | $(165,258) | $(169,755) | - **Q2 2022 revenue** decreased **3.6%** YoY to **$16.3 million**, primarily due to a **62.8%** decrease in Smart Glass revenue, partially offset by a **76.3%** increase in Smart Building Platform revenue and a **1307.1%** increase in Smart Building Technologies revenue[209](index=209&type=chunk)[210](index=210&type=chunk) - **H1 2022 revenue** increased **24.8%** YoY to **$33.3 million**, driven by a **255.5%** increase in Smart Building Platform revenue and a **216.2%** increase in Smart Building Technologies revenue, despite a **52.1%** decrease in Smart Glass revenue[209](index=209&type=chunk)[210](index=210&type=chunk) - **Cost of revenue** decreased as a percentage of net sales from **293.1%** to **242.3%** in Q2 YoY and from **321.4%** to **240.3%** in H1 YoY, reflecting leverage of minimum operating costs over higher revenues, favorable product mix, and lower contract loss accruals[211](index=211&type=chunk) - **Selling, general, and administrative expenses** increased by **$6.1 million** (**17.7%**) in Q2 2022 and **$27.4 million** (**48.6%**) in H1 2022, primarily due to higher legal, consulting, and accounting expenses related to the audit and restatement of financial statements, and increased headcount[218](index=218&type=chunk)[219](index=219&type=chunk) - **Interest expense, net**, decreased significantly by **$5.4 million** (**95.3%**) in H1 2022 due to the full repayment of the revolving debt facility in Q1 2021[222](index=222&type=chunk) - **Other expense (income), net**, decreased by **$6.3 million** (**97.8%**) in H1 2022, primarily due to **$5.0 million** in environmental settlement penalties incurred in Q2 2021 not recurring at the same level[223](index=223&type=chunk) [Liquidity and Capital Resources](index=46&type=section&id=Liquidity%20and%20Capital%20Resources) This section discusses the company's financial liquidity, capital resources, and ability to meet its short-term and long-term obligations, including going concern risks - As of June 30, 2022, the company had **$111.2 million** in cash and cash equivalents and **$100.0 million** in working capital, but an **accumulated deficit** of **$2.423 billion**[227](index=227&type=chunk) - The company reported a **net loss** of **$165.3 million** and **negative cash flows from operations** of **$153.2 million** for the six months ended June 30, 2022[227](index=227&type=chunk) - Management has determined there is **substantial doubt** about the company's ability to continue as a **going concern** beyond November 2022, necessitating additional capital[227](index=227&type=chunk) - Future capital requirements depend on revenue growth, profitability of contracts, customer payments, sales & marketing expansion, R&D, and capital expenditures for capacity expansion[230](index=230&type=chunk) - **Current liabilities** as of June 30, 2022, were **$83.5 million**, including **$13.7 million** in estimated losses on Smart Building Platform contracts[231](index=231&type=chunk) - **Long-term liabilities** due in the next 12 months include **$1.0 million** in lease payments and **$1.1 million** in estimated warranty settlements, plus potential **$8.4 million** additional loan disbursement to a customer[231](index=231&type=chunk) [Cash Flows](index=47&type=section&id=Cash%20Flows) This section analyzes the company's cash flows from operating, investing, and financing activities, explaining significant changes between periods Cash Flow Summary (in thousands) | Cash Flow Activity | 6 Months Ended June 30, 2022 (in thousands) | 6 Months Ended June 30, 2021 (in thousands) | | :-------------------------------- | :------------------------------------ | :------------------------------------ | | Net cash used in operating activities | $(153,248) | $(125,168) | | Net cash used in investing activities | $(13,736) | $(5,820) | | Net cash provided by (used in) financing activities | $(999) | $516,122 | - **Net cash used in operating activities** increased by **$28.1 million** to **$153.2 million** in H1 2022, primarily due to a **net loss** of **$165.3 million** and changes in operating assets and liabilities[236](index=236&type=chunk) - **Net cash used in investing activities** increased by **$7.9 million** to **$13.7 million** in H1 2022, mainly due to increased purchases of property, plant, and equipment for manufacturing facility expansion[238](index=238&type=chunk) - **Net cash provided by financing activities** shifted from **$516.1 million** in H1 2021 (due to reverse recapitalization and PIPE) to net cash used of **$1.0 million** in H1 2022 (due to debt and lease payments)[239](index=239&type=chunk)[240](index=240&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=45&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section discusses the company's exposure to market risks, primarily related to interest rates on cash and debt, and foreign currency fluctuations - The company's **market risk exposure** is mainly from changes in interest rates on cash and cash equivalents[246](index=246&type=chunk) - Outstanding debt as of June 30, 2022, includes a **$14.7 million interest-free term loan** and **$0.9 million** in financing lease obligations[246](index=246&type=chunk) - **Foreign currency transaction gains and losses** were not material, and the company has not used derivative financial instruments to hedge foreign currency risk[247](index=247&type=chunk) [Item 4. Controls and Procedures](index=48&type=section&id=Item%204.%20Controls%20and%20Procedures) This section reports that the company's disclosure controls and procedures were not effective as of June 30, 2022, due to identified material weaknesses in internal control over financial reporting - **Disclosure controls and procedures** were not effective as of June 30, 2022, due to **material weaknesses** in internal control over financial reporting[250](index=250&type=chunk) - **Material weaknesses** include an ineffective internal control environment (insufficient accounting personnel, lack of formal policies), ineffective controls in response to material misstatement risks (revenue, inventory, equity, warranty), and ineffective IT general controls[251](index=251&type=chunk)[252](index=252&type=chunk) - These **material weaknesses** led to the restatement of prior financial statements and adjustments to accounts and disclosures[252](index=252&type=chunk) - **Remediation efforts** include designing new control activities for significant business processes, comprehensive assessment of financial reporting risks, enhancing technical accounting capabilities, appointing a new Chief Financial Officer and recruiting for a VP of Internal Audit, and improving IT systems and user applications[253](index=253&type=chunk)[254](index=254&type=chunk)[256](index=256&type=chunk) [PART II. OTHER INFORMATION](index=49&type=section&id=PART%20II.%20OTHER%20INFORMATION) This part provides additional information including legal proceedings, risk factors, equity sales, and exhibits [Item 1. Legal Proceedings](index=49&type=section&id=Item%201.%20Legal%20Proceedings) This section refers to the financial statement notes for details on various legal proceedings, claims, litigation, and governmental investigations - The company is subject to various claims, litigation, and investigations, including those related to labor, contracts, intellectual property, environmental, and regulatory compliance[260](index=260&type=chunk) - Further details on legal proceedings are provided in Note 7 of the Condensed Consolidated Financial Statements[260](index=260&type=chunk) [Item 1A. Risk Factors](index=49&type=section&id=Item%201A.%20Risk%20Factors) This section directs readers to the company's annual report for a comprehensive list of material risk factors affecting business operations and financial condition - **Material risk factors** affecting business operations and financial condition are detailed in Part I, Item 1A of the company's 2021 Annual Report on Form 10-K[261](index=261&type=chunk) - These risks, along with potential unknown or immaterial risks, could have a significant adverse effect on the company's results of operations or financial condition[261](index=261&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=49&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section details unregistered sales of equity securities, specifically restricted stock units granted to independent directors, and their vesting status - In Q2 2021, **257,625 restricted stock units (RSUs)** were granted to independent directors, subject to time-based vesting conditions[262](index=262&type=chunk) - As of June 30, 2022, **146,973 Director RSUs** had vested, while some unvested RSUs were canceled due to resignations[262](index=262&type=chunk) [Item 3. Defaults Upon Senior Securities](index=49&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) This section confirms that there were no defaults upon senior securities during the reported period - No defaults upon senior securities were reported[263](index=263&type=chunk) [Item 4. Mine Safety Disclosures](index=49&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This section states that there are no mine safety disclosures to report - No mine safety disclosures were reported[263](index=263&type=chunk) [Item 5. Other Information](index=49&type=section&id=Item%205.%20Other%20Information) This section indicates that there is no other information to disclose - No other information was reported[263](index=263&type=chunk) [Item 6. Exhibits](index=50&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including organizational documents and executive officer certifications - Exhibits include Amended and Restated Certificate of Incorporation, Amended and Restated Bylaws, Certifications of Principal Executive Officer and Principal Financial Officer (pursuant to Sarbanes-Oxley Act), and XBRL Instance, Schema, Calculation, Definition, Label, and Presentation Linkbase Documents[265](index=265&type=chunk) [Signatures](index=51&type=section&id=Signatures) This section contains the official signatures of the company's Chief Executive Officer and Chief Financial Officer, certifying the report - The report is signed by Rao Mulpuri, Chief Executive Officer, and Amy Reeves, Chief Financial Officer, on August 9, 2022[268](index=268&type=chunk)