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~~March 31, 2023


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

For the transition period from to

Commission file number 001-38791

LUMINAR TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Delaware

83-1804317

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

2603 Discovery Drive

Suite 100

Orlando

Florida

32826

(Address of Principal Executive Offices)

(Zip Code)

(407) 900-5259

Registrant's telephone number, including area code

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

Title of each class

Trading symbol(s)

Name of each exchange on which registered

Class A common stock, par value of $0.0001 per share

LAZR

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 and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

As of ~~October~~April 28, ~~2022,~~2023, the registrant had ~~265,669,181~~280,568,075 shares of Class A common stock and 97,088,670 shares of Class B common stock, par value $0.0001 per share, outstanding.

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LUMINAR TECHNOLOGIES, INC. AND SUBSIDIARIES

FORM 10-Q

TABLE OF CONTENTS


		Page
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		2

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.		4
	Condensed Consolidated Balance Sheets (Unaudited)	4
	Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited)	5
	Condensed Consolidated Statements of Stockholders’ Equity (Deficit) (Unaudited)	6
	Condensed Consolidated Statements of Cash Flows (Unaudited)	87
	Notes to Condensed Consolidated Financial Statements (Unaudited)	98
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.		3328
	Overview	3328
	Industrialization and Customer Update	3328
	Basis of Presentation	3329
	Components of Results of Operations	3429
	Results of Operations	3631
	Liquidity and Capital Resources	3732
	Critical Accounting Policies and Estimates	3833
	Recent Accounting Pronouncements	3834
Item 3. Quantitative and Qualitative Disclosures About Market Risk.		3935
Item 4. Controls and Procedures.		3935

PART II. OTHER INFORMATION

Item 1. Legal Proceedings.		4136
Item 1A. Risk Factors.		4136
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.		4136
Item 3. Defaults Upon Senior Securities.		4136
Item 4. Mine Safety Disclosures.		4136
Item 5. Other Information.		4136
Item 6. Exhibits.		4237
SIGNATURES		4338

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CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (this “Form 10-Q”) includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which involve substantial risks and uncertainties. These statements reflect the current views of management with respect to future events and our financial performance. These forward-looking statements include statements regarding product plans and performance, future growth and financial performance, preliminary purchase price allocations with respect to acquired assets, timing for revenue recognition and validation processes, expectations regarding funding of product and business development initiatives and capital expenditures, and anticipated impacts on our business of the ongoing COVID-19 pandemic and related public health measures. In some cases, you can identify these statements by forward-looking words such as “outlook,” “believes,” “expects,” “future,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative version of these words or other comparable words or phrases, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements, which are subject to risks, uncertainties and assumptions about us, may include projections of our future financial performance, our anticipated growth strategies ~~product plans, future growth, market opportunities, strategic initiatives, industry positioning, customer acquisition and retention, revenue growth~~ and anticipated trends in our business.

These statements are only predictions based on our current expectations and projections about future events. ~~These statements involve known and unknown risks, uncertainties and other~~There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements, including our history of losses and our expectation that we will continue to incur significant expenses, including substantial R&D costs, and continuing losses for the foreseeable future as well as our limited operating history which makes it difficult to evaluate our future prospects and the risks and challenges we may encounter; our strategic initiatives which may prove more costly than we currently anticipate and potential failure to increase our revenue to offset these initiatives; whether our lidar products are selected for inclusion in autonomous driving or ~~ADAS systems~~Advanced Driving Assistance Systems by automotive original equipment manufacturers (“OEMs”) or their suppliers, and whether we will be de-selected by any customers; the lengthy period of time from a major commercial win to implementation and the risks of cancellation or postponement of the contract or unsuccessful implementation; potential inaccuracies in our forward looking estimates of certain metrics, ~~and~~including Order Book, our future cost of goods sold (COGS) and bill of materials (BOM) and total addressable market; the discontinuation, lack of success of our customers in developing and commercializing products using our solutions or loss of business with respect to a particular vehicle model or technology package and whether end automotive consumers will demand and be willing to pay for such features; our inability to reduce and control the cost of the inputs on which we rely, which could negatively impact the adoption of our products and our profitability; the effect of continued pricing pressures, competition from other lidar manufacturers, ~~automotive OEMs~~OEM cost reduction initiatives and the ability of automotive OEMs to re-source or cancel vehicle or technology programs which may result in lower than anticipated margins, or losses, which may adversely affect our business; ~~general economic uncertainty and~~ the effect of general economic conditions, ~~generally,~~ including inflation, recession risks and rising interest rates, generally and on our industry and us in particular, including the level of demand and financial performance of the autonomous vehicle industry and the decline in fair value of available-for-sale debt securities in a rising interest rate environment; market adoption of lidar as well as developments in alternative technology and the increasingly competitive environment in which we ~~operate;~~operate, which includes established competitors and market participants that have substantially greater resources; our ability to achieve technological feasibility and commercialize our software products and the requirement to continue to develop new products and product innovations due to rapidly changing markets and government regulations of such technologies; our ability to manage our growth and expand our business operations effectively, including into international markets, such as China, which exposes us to operational, financial and regulatory risks; adverse impacts due to limited availability and quality of materials, supplies, and capital equipment, or dependency on third-party service ~~providers;~~providers and single-source suppliers; the project-based nature of our orders, which can cause our results of operations to fluctuate on a quarterly and annual basis; whether we will be able to successfully transition our engineering designs into high volume manufacturing, including our ability to transition to an outsourced manufacturing business model and whether we and our outsourcing partners and suppliers can successfully operate complex machinery; whether we can successfully select, execute or integrate our acquisitions; whether the complexity of our products results in undetected defects and reliability issues which could reduce market adoption of our new products, limit our ability to manufacture, damage our reputation and expose us to product liability, warranty and other claims; our ability to maintain and adequately manage our inventory; our ability to ~~remediate the material weakness in our~~maintain an effective system of internal ~~controls~~control over financial reporting; our ability to protect and enforce our intellectual property rights; ~~changes in personnel and~~ availability of qualified personnel, loss of highly skilled personnel and dependence on Austin Russell, our Founder, President and Chief Executive Officer; the impact of inflation and our stock price on our ability to hire and retain highly skilled personnel; the amount and timing of future sales and whether the average selling prices of our products could decrease rapidly over the life of the product as well as our dependence on a few key customers, who are often large corporations with substantial negotiating power; our ability to establish and maintain confidence in our long-term business prospects among customers and analysts and within our industry; whether we are subject to negative publicity; the effects of the ongoing coronavirus pandemic (COVID-19) ~~pandemic~~ or other infectious diseases, health epidemics, pandemics and natural disasters on Luminar’s business; interruption or failure of our information technology and

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communications ~~systems and~~systems; cybersecurity risks to our operational systems, security systems, infrastructure, integrated software in our lidar solutions; market instability exacerbated by geopolitical conflicts, including Russia and China and including the effect of sanctions and trade restrictions that may affect supply chain or sales opportunities; and those other factors discussed in Part 1, Item 1A, of our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2021~~2022 (our ~~“2021~~“2022 Annual Report”) under the heading “Risk Factors” and in subsequent reports filed with the SEC which we encourage you to carefully read. Given these risks, uncertainties and other factors, you should not place undue reliance on these forward-looking statements. Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. We undertake no obligation to update any forward-looking statements made in this Form 10-Q to reflect events or circumstances after the date of this Form 10-Q or to reflect new information or the occurrence of unanticipated events, except as required by law.

~~Table of Contents~~

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Quarterly Report on Form 10-Q, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely upon these statements.

WEBSITE AND SOCIAL MEDIA DISCLOSURE

We use our website (https://www.luminartech.com/) and various social media channels as a means of disclosing information about the Company and its products to its customers, investors and the public (e.g., @luminartech on Twitter, Luminartech on YouTube, and Luminar Technologies on LinkedIn). The information on our website (or any webpages referenced in this Quarterly Report on Form 10-Q) or posted on social media channels is not part of this or any other report that the Company files with, or furnishes to, the Securities and Exchange Commission (the “SEC”). The information we post through these channels may be deemed material. Accordingly, investors should monitor these channels, in addition to following our press releases, SEC filings and public conference calls and webcasts.

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

LUMINAR TECHNOLOGIES, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(In thousands)


		September 30, 2022		December 31, 2021			March 31, 2023		December 31, 2022
		(Unaudited)					(Unaudited)
ASSETS	ASSETS					ASSETS
Current assets:	Current assets:					Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	56,069	$	329,977	Cash and cash equivalents	$	89,933	$	69,552
Restricted cash	Restricted cash	1,234		725		Restricted cash	2,226		1,553
Marketable securities (including $1 and $12,200 with a related party as of September 30, 2022 and December 31, 2021, respectively, see Note 16)		496,983		462,141
Marketable securities						Marketable securities	332,363		419,314
Accounts receivable	Accounts receivable	9,936		13,013		Accounts receivable	21,051		11,172
Inventory	Inventory	9,153		10,342		Inventory	14,918		8,792
Prepaid expenses and other current assets	Prepaid expenses and other current assets	40,096		29,195		Prepaid expenses and other current assets	33,859		44,203
Total current assets	Total current assets	613,471		845,393		Total current assets	494,350		554,586
Property and equipment, net	Property and equipment, net	21,646		11,009		Property and equipment, net	78,395		30,260
Operating lease right-of-use assets	Operating lease right-of-use assets	22,812		9,145		Operating lease right-of-use assets	20,986		21,244
Intangible assets, net	Intangible assets, net	22,768		2,424		Intangible assets, net	29,255		22,077
Goodwill	Goodwill	18,830		3,110		Goodwill	19,879		18,816
Other non-current assets	Other non-current assets	42,981		12,455		Other non-current assets	15,486		40,344
Total assets	Total assets	$	742,508	$	883,536	Total assets	$	658,351	$	687,327

LIABILITIES AND STOCKHOLDERS’ EQUITY
LIABILITIES AND STOCKHOLDERS’ DEFICIT						LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:	Current liabilities:					Current liabilities:
Accounts payable	Accounts payable	$	24,216	$	14,419	Accounts payable	$	29,916	$	18,626
Accrued and other current liabilities	Accrued and other current liabilities	31,832		19,844		Accrued and other current liabilities	64,662		52,962
Operating lease liabilities	Operating lease liabilities	6,139		4,735		Operating lease liabilities	5,906		5,953

Total current liabilities	Total current liabilities	62,187		38,998		Total current liabilities	100,484		77,541
Warrant liabilities	Warrant liabilities	5,582		31,230		Warrant liabilities	4,059		3,005

Convertible senior notes	Convertible senior notes	611,384		608,957		Convertible senior notes	613,001		612,192
Operating lease liabilities, non-current	Operating lease liabilities, non-current	18,057		5,768		Operating lease liabilities, non-current	17,061		16,989
Other non-current liabilities	Other non-current liabilities	2,338		598		Other non-current liabilities	6,026		4,005
Total liabilities	Total liabilities	699,548		685,551		Total liabilities	740,631		713,732
Commitments and contingencies (Note 14)	Commitments and contingencies (Note 14)					Commitments and contingencies (Note 14)
Stockholders’ equity:
Stockholders’ deficit:						Stockholders’ deficit:
Class A common stock	Class A common stock	29		27		Class A common stock	30		29
Class B common stock	Class B common stock	10		10		Class B common stock	10		10
Additional paid-in capital	Additional paid-in capital	1,484,996		1,257,214		Additional paid-in capital	1,647,357		1,558,685
Accumulated other comprehensive loss	Accumulated other comprehensive loss	(5,989)		(908)		Accumulated other comprehensive loss	(2,000)		(4,226)
Treasury stock	Treasury stock	(312,477)		(235,871)		Treasury stock	(312,477)		(312,477)
Accumulated deficit	Accumulated deficit	(1,123,609)		(822,487)		Accumulated deficit	(1,415,200)		(1,268,426)
Total stockholders’ equity		42,960		197,985
Total liabilities and stockholders’ equity		$	742,508	$	883,536
Total stockholders’ deficit						Total stockholders’ deficit	(82,280)		(26,405)
Total liabilities and stockholders’ deficit						Total liabilities and stockholders’ deficit	$	658,351	$	687,327

See accompanying notes to the unaudited condensed consolidated financial statements.

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LUMINAR TECHNOLOGIES, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Operations and Comprehensive Loss

(Unaudited, in thousands, except share and per share data)


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2022		2021		2022		2021			2023		2022
Revenue:	Revenue:									Revenue:
Products	Products	$	6,796	$	1,040	$	10,135	$	5,950	Products	$	7,367	$	1,541
Services	Services	5,989		6,938		19,437		13,650		Services	7,142		5,314
Total revenue	Total revenue	12,785		7,978		29,572		19,600		Total revenue	14,509		6,855
Cost of sales:	Cost of sales:									Cost of sales:
Products	Products	18,364		4,664		47,169		13,693		Products	19,203		11,818
Services	Services	10,147		6,098		26,088		12,561		Services	9,930		4,836
Total cost of sales	Total cost of sales	28,511		10,762		73,257		26,254		Total cost of sales	29,133		16,654
Gross loss	Gross loss	(15,726)		(2,784)		(43,685)		(6,654)		Gross loss	(14,624)		(9,799)
Operating expenses:	Operating expenses:									Operating expenses:
Research and development	Research and development	46,308		25,890		120,358		59,813		Research and development	69,052		33,109
Sales and marketing	Sales and marketing	10,111		5,868		26,698		12,010		Sales and marketing	13,729		9,398
General and administrative	General and administrative	42,809		35,603		110,984		65,113		General and administrative	44,490		30,025
Total operating expenses	Total operating expenses	99,228		67,361		258,040		136,936		Total operating expenses	127,271		72,532
Loss from operations	Loss from operations	(114,954)		(70,145)		(301,725)		(143,590)		Loss from operations	(141,895)		(82,331)
Other income (expense), net:	Other income (expense), net:									Other income (expense), net:

Change in fair value of warrant liabilities	Change in fair value of warrant liabilities	(1,231)		17,072		6,645		(22,649)		Change in fair value of warrant liabilities	(1,054)		(3,857)

Interest expense and other		(2,660)		(374)		(9,088)		(860)
Interest income and other		1,470		843		3,612		1,744
Interest expense										Interest expense	(1,665)		(3,280)
Interest income										Interest income	1,905		1,071
Other income (expense)										Other income (expense)	(4,065)		468
Total other income (expense), net	Total other income (expense), net	(2,421)		17,541		1,169		(21,765)		Total other income (expense), net	(4,879)		(5,598)
Loss before provision for (benefit from) income taxes		(117,375)		(52,604)		(300,556)		(165,355)
Provision for (benefit from) income taxes		175		(1,264)		566		(1,262)
Loss before provision for income taxes										Loss before provision for income taxes	(146,774)		(87,929)
Provision for income taxes										Provision for income taxes	—		404
Net loss	Net loss	$	(117,550)	$	(51,340)	$	(301,122)	$	(164,093)	Net loss	$	(146,774)	$	(88,333)

Net loss per share:	Net loss per share:									Net loss per share:
Basic and diluted	Basic and diluted	$	(0.33)	$	(0.15)	$	(0.85)	$	(0.48)	Basic and diluted	$	(0.40)	$	(0.25)
Shares used in computing net loss per share:	Shares used in computing net loss per share:									Shares used in computing net loss per share:
Basic and diluted	Basic and diluted	359,753,254		352,122,485		353,537,754		341,858,435		Basic and diluted	370,742,917		348,683,836
Comprehensive Loss:
Comprehensive Income (Loss):										Comprehensive Income (Loss):
Net loss	Net loss	$	(117,550)	$	(51,340)	$	(301,122)	$	(164,093)	Net loss	$	(146,774)	$	(88,333)
Net unrealized gain (loss) on available-for-sale debt securities	Net unrealized gain (loss) on available-for-sale debt securities	16		93		(5,081)		66		Net unrealized gain (loss) on available-for-sale debt securities	2,226		(3,648)
Comprehensive loss		$	(117,534)	$	(51,247)	$	(306,203)	$	(164,027)
Comprehensive income (loss)										Comprehensive income (loss)	$	(144,548)	$	(91,981)

See accompanying notes to the unaudited condensed consolidated financial statements.

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LUMINAR TECHNOLOGIES, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Stockholders’ Equity (Deficit)

(Unaudited, in thousands, except share data)


		Class A Common Stock	Class B Common Stock		Additional Paid-in Capital			Accumulated Other Comprehensive Income (Loss)	Treasury Stock				Accumulated Deficit		Total Stockholders’ Equity										Class A Common Stock		Class B Common Stock				Additional Paid-in Capital				Accumulated Other Comprehensive Loss				Treasury Stock				Accumulated Deficit				Total Stockholders’ Equity (Deficit)
				Shares			Amount				Shares						Amount																								Amount								Treasury Stock	Shares			Accumulated Deficit			Total Stockholders’ Equity (Deficit)	Amount
Balance as of June 30, 2021				236,483,687	$	24		105,118,203	$	11			$	1,244,228	$	7		$	—	$	(697,254)	$	547,016
Balance as of December 31, 2021												Balance as of December 31, 2021														266,076,525		$	27	97,088,670			$	10			$	1,257,214			$	(908)			$	(235,871)				$	(822,487)				$	197,985
Shares repurchased												Shares repurchased														—		—		—		—				—				—				(39,648)				—				(39,648)
Issuance of Class A common stock upon exercise of Private Warrants												Issuance of Class A common stock upon exercise of Private Warrants														401,365		—		—		—				18,689				—				—				—				18,689
Issuance of Class A common stock upon exercise of stock options and vesting of restricted stock units												Issuance of Class A common stock upon exercise of stock options and vesting of restricted stock units														2,117,059		—		—		—				1,085				—				—				—				1,085
Retirement of unvested restricted common stock												Retirement of unvested restricted common stock														(40,763)		—		—		—				—				—				—				—				—
Vendor payments under the stock-in-lieu of cash program												Vendor payments under the stock-in-lieu of cash program														1,424,350		—		—		—				14,613				—				—				—				14,613

Share-based compensation												Share-based compensation														—		—		—		—				23,657				—				—				—				23,657
Payments of employee taxes related to vested restricted stock units												Payments of employee taxes related to vested restricted stock units														—		—		—		—				(516)				—				—				—				(516)

Other comprehensive loss												Other comprehensive loss														—		—		—		—				—				(3,648)				—				—				(3,648)
Net loss												Net loss														—		—		—		—				—				—				—				(88,333)				(88,333)
Balance as of March 31, 2022												Balance as of March 31, 2022														269,978,536		$	27	97,088,670		$	10			$	1,314,742			$	(4,556)			$	(275,519)			$	(910,820)			$	123,884

Balance as of December 31, 2022												Balance as of December 31, 2022														291,942,087		$	29	97,088,670		$	10			$	1,558,685			$	(4,226)			$	(312,477)			$	(1,268,426)			$	(26,405)

Issuance of Class A common stock upon exercise of stock options and vesting of restricted stock units	Issuance of Class A common stock upon exercise of stock options and vesting of restricted stock units			1,920,137	—			—	—				1,547		—			—		—		1,547		Issuance of Class A common stock upon exercise of stock options and vesting of restricted stock units															4,715,737				1				—			—				1,038			—	—	—	1,039

Issuance of Class A common stock under the Equity Financing Program (See Note 10)												Issuance of Class A common stock under the Equity Financing Program (See Note 10)														2,759,689		—		—		—				22,665				—				—				—				22,665
Vendor payments under the stock-in-lieu of cash program	Vendor payments under the stock-in-lieu of cash program			291,940	—			—	—				4,848		—			—		—		4,848		Vendor payments under the stock-in-lieu of cash program															1,627,690				—				—			—				16,741			—	—	—	16,741
Acquisition of Optogration, Inc.				370,034	—			—	—				6,527		—			—		—		6,527
Issuance of earn-out shares				10,242,703	1			6,970,467	—				(2)		—			—		—		(1)
Conversion of Class B common stock into Class A common stock				10,500,000	1			(10,500,000)	(1)				—		—			—		—		—
Share-based compensation				—	—			—	—				30,410		—			—		—		30,410

Other comprehensive income				—	—			—	—				—		93			—		—		93
Net loss				—	—			—	—				—		—			—		(51,340)		(51,340)
Balance as of September 30, 2021				259,808,501	$	26		101,588,670	$	10			$	1,287,558	$	100		$	—	$	(748,594)	$	539,100

Balance as of June 30, 2022				282,211,182	$	28		97,088,670	$	10			$	1,413,064	$	(6,005)		$	(312,477)	$	(1,006,059)	$	88,561

Issuance of Class A common stock upon exercise of stock options and vesting of restricted stock units				2,735,219	1			—	—				1,101		—			—		—		1,102
Retirement of unvested restricted common stock				(4,648)	—			—	—				—		—			—		—		—
Vendor payments under the stock-in-lieu of cash program				537,720	—			—	—				16,920		—			—		—		16,920
Optogration milestone awards				1,632,056	—			—	—				11,751		—			—		—		11,751

Share-based compensation	Share-based compensation			—	—			—	—				43,209		—			—		—		43,209		Share-based compensation															—				—				—			—				48,800			—	—	—	48,800
Payments of employee taxes related to stock-based awards				—	—			—	—				(1,049)		—			—		—		(1,049)
Payments of employee taxes related to vested restricted stock units												Payments of employee taxes related to vested restricted stock units														—		—		—		—				(572)				—				—				—				(572)
Other comprehensive income	Other comprehensive income			—	—			—	—				—		16			—		—		16		Other comprehensive income															—				—				—			—				—			2,226	—	—	2,226
Net loss	Net loss			—	—			—	—				—		—			—		(117,550)		(117,550)		Net loss															—				—				—			—				—			—	—	(146,774)	(146,774)
Balance as of September 30, 2022				287,111,529	$	29		97,088,670	$	10			$	1,484,996	$	(5,989)		$	(312,477)	$	(1,123,609)	$	42,960
Balance as of March 31, 2023												Balance as of March 31, 2023														301,045,203		$	30	97,088,670		$	10			$	1,647,357			$	(2,000)			$	(312,477)			$	(1,415,200)			$	(82,280)

See accompanying notes to the unaudited condensed consolidated financial statements.

~~Table of Contents~~

~~LUMINAR TECHNOLOGIES, INC. AND SUBSIDIARIES~~

~~Condensed Consolidated Statements of Stockholders’ Equity~~

~~(Unaudited, in thousands, except share data)~~
Class A
Common Stock Class B
Common Stock Additional
Paid-in
Capital Accumulated
Other
Comprehensive
Income (Loss) Treasury
Stock Accumulated
Deficit Total
Stockholders’
Equity
Shares Amount Shares Amount
Balance as of December 31, 2020 218,818,037 $ 22 105,118,203 $ 11 $ 733,175 $ 34 $ — $ (584,501) $ 148,741
Issuance of Class A common stock upon exercise of Public and Private Warrants 15,574,037 2 — — 492,219 — — — 492,221
Issuance of Class A common stock upon exercise of stock options and vesting of restricted stock units 4,011,750 — — — 4,753 — — — 4,753
Vendor payments under the stock-in-lieu of cash program 291,940 — — — 4,848 — — — 4,848
Acquisition of Optogration, Inc. 370,034 — — — 6,527 — — — 6,527
Issuance of earn-out shares 10,242,703 1 6,970,467 — (2) — — — (1)
Conversion of Class B common stock into Class A common stock 10,500,000 1 (10,500,000) (1) — — — — —
Share-based compensation — — — — 46,168 — — — 46,168
Payments of employee taxes related to vested restricted stock units — — — — (140) — — — (140)
Cash received from Gores on settlement of recapitalization of escrow — — — — 10 — — — 10
Other comprehensive income — — — — — 66 — — 66
Net loss — — — — — — — (164,093) (164,093)
Balance as of September 30, 2021 259,808,501 $ 26 101,588,670 $ 10 $ 1,287,558 $ 100 $ — $ (748,594) $ 539,100
Balance as of December 31, 2021 266,076,525 $ 27 97,088,670 $ 10 $ 1,257,214 $ (908) $ (235,871) $ (822,487) $ 197,985
Shares repurchased — — — — — — (76,606) — (76,606)
Issuance of Class A common stock upon exercise of Private Warrants 405,752 — — — 19,003 — — — 19,003
Issuance of Class A common stock upon exercise of stock options and vesting of restricted stock units 6,920,617 1 — — 2,845 — — — 2,846
Retirement of unvested restricted common stock (48,204) — — — — — — — —
Vendor payments under the stock-in-lieu of cash program 9,574,385 1 — — 60,677 — — — 60,678
Optogration milestone awards 1,632,056 — — — 11,751 — — — 11,751
Acquisition of Freedom Photonics LLC 2,176,205 — — — 30,510 — — — 30,510
Acquisition of Solfice Research, Inc. assets 374,193 — — — 3,361 — — — 3,361
Share-based compensation — — — — 102,408 — — — 102,408
Payments of employee taxes related to stock-based awards — — — — (2,773) — — — (2,773)
Other comprehensive loss — — — — — (5,081) — — (5,081)
Net loss — — — — — — — (301,122) (301,122)
Balance as of September 30, 2022 287,111,529 $ 29 97,088,670 $ 10 $ 1,484,996 $ (5,989) $ (312,477) $ (1,123,609) $ 42,960

~~See accompanying notes to the unaudited condensed consolidated financial statements.~~

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LUMINAR TECHNOLOGIES, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(Unaudited, in thousands)


		Nine Months Ended September 30,					Three Months Ended March 31,
		2022		2021			2023		2022
Cash flows from operating activities:	Cash flows from operating activities:					Cash flows from operating activities:
Net loss	Net loss	$	(301,122)	$	(164,093)	Net loss	$	(146,774)	$	(88,333)
Adjustments to reconcile net loss to net cash used in operating activities:	Adjustments to reconcile net loss to net cash used in operating activities:					Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	Depreciation and amortization	4,374		2,240		Depreciation and amortization	2,987		805
Amortization of operating lease right-of-use assets	Amortization of operating lease right-of-use assets	3,531		2,682		Amortization of operating lease right-of-use assets	1,610		885
Amortization of premium on marketable securities		1,111		979

Change in fair value of warrants		(6,645)		22,649
Amortization of premium (discount) on marketable securities						Amortization of premium (discount) on marketable securities	(743)		444
Loss on marketable securities						Loss on marketable securities	3,033		—
Change in fair value of private warrants						Change in fair value of private warrants	1,054		3,857
Vendor stock-in-lieu of cash program	Vendor stock-in-lieu of cash program	32,487		2,744		Vendor stock-in-lieu of cash program	5,684		7,848
Amortization of debt discount and issuance costs	Amortization of debt discount and issuance costs	2,427		—		Amortization of debt discount and issuance costs	809		809
Impairment of inventories		8,750		1,601

Inventory write-offs and write-downs						Inventory write-offs and write-downs	5,451		1,356

Share-based compensation	Share-based compensation	117,874		49,887		Share-based compensation	55,954		26,698

Deferred taxes		—		(1,264)
Product warranty and other	Product warranty and other	(623)		1,143		Product warranty and other	586		107
Changes in operating assets and liabilities:	Changes in operating assets and liabilities:					Changes in operating assets and liabilities:
Accounts receivable	Accounts receivable	6,457		5,748		Accounts receivable	(9,877)		9,757
Inventories	Inventories	(6,648)		(6,658)		Inventories	(11,578)		(768)
Prepaid expenses and other current assets	Prepaid expenses and other current assets	(4,685)		(16,971)		Prepaid expenses and other current assets	9,932		(3,300)
Other non-current assets	Other non-current assets	(1,371)		(88)		Other non-current assets	(4,156)		158
Accounts payable	Accounts payable	8,379		3,330		Accounts payable	11,191		5,983
Accrued and other current liabilities	Accrued and other current liabilities	5,716		5,910		Accrued and other current liabilities	11,651		1,200
Other non-current liabilities	Other non-current liabilities	(3,571)		(4,095)		Other non-current liabilities	(1,488)		(343)
Net cash used in operating activities	Net cash used in operating activities	(133,559)		(94,256)		Net cash used in operating activities	(64,674)		(32,837)
Cash flows from investing activities:	Cash flows from investing activities:					Cash flows from investing activities:
Acquisition of Freedom Photonics LLC		(2,759)		—
Acquisition of certain assets from Solfice Research, Inc.		(2,001)		—
Cash received from acquisition of Optogration, Inc.		—		358

Acquisition of Seagate’s lidar business						Acquisition of Seagate’s lidar business	(12,608)		—
Purchases of marketable securities	Purchases of marketable securities	(363,906)		(530,179)		Purchases of marketable securities	(81,623)		(193,687)
Proceeds from maturities of marketable securities	Proceeds from maturities of marketable securities	254,068		306,907		Proceeds from maturities of marketable securities	148,345		91,454
Proceeds from sales of marketable securities		68,804		83,493
Proceeds from sales/redemptions of marketable securities						Proceeds from sales/redemptions of marketable securities	20,165		12,842

Purchases of property and equipment	Purchases of property and equipment	(11,277)		(4,155)		Purchases of property and equipment	(11,680)		(5,004)
Advances for capital projects and equipment		(2,009)		—

Net cash used in investing activities		(59,080)		(143,576)

Net cash provided by (used in) investing activities						Net cash provided by (used in) investing activities	62,599		(94,395)
Cash flows from financing activities:	Cash flows from financing activities:					Cash flows from financing activities:
Net proceeds from issuance of Class A common stock under the Equity Financing Program						Net proceeds from issuance of Class A common stock under the Equity Financing Program	22,665		—
Proceeds from exercise of stock options						Proceeds from exercise of stock options	1,036		1,092

Payments of employee taxes related to stock-based awards						Payments of employee taxes related to stock-based awards	(572)		(516)
Repurchase of common stock						Repurchase of common stock	—		(43,920)

Net cash provided by (used in) financing activities						Net cash provided by (used in) financing activities	23,129		(43,344)
Net increase (decrease) in cash, cash equivalents and restricted cash						Net increase (decrease) in cash, cash equivalents and restricted cash	21,054		(170,576)
Beginning cash, cash equivalents and restricted cash						Beginning cash, cash equivalents and restricted cash	71,105		330,702
Ending cash, cash equivalents and restricted cash						Ending cash, cash equivalents and restricted cash	$	92,159	$	160,126

Proceeds from exercise of warrants		—		153,927
Proceeds from exercise of stock options		2,891		4,738

Payments of employee taxes related to stock-based awards		(2,773)		(140)

Repurchase of common stock and redemption of warrants		(80,878)		(2)
Other financing activities		—		(362)
Net cash provided by (used in) financing activities		(80,760)		158,161
Net decrease in cash, cash equivalents and restricted cash		(273,399)		(79,671)
Beginning cash, cash equivalents and restricted cash		330,702		209,719
Ending cash, cash equivalents and restricted cash		$	57,303	$	130,048
Supplemental disclosures of cash flow information:
Cash paid for interest		$	3,863	$	53

Supplemental disclosures of noncash investing and financing activities:	Supplemental disclosures of noncash investing and financing activities:					Supplemental disclosures of noncash investing and financing activities:

Issuance of Class A common stock upon exercise of warrants	Issuance of Class A common stock upon exercise of warrants	$	19,003	$	338,293	Issuance of Class A common stock upon exercise of warrants	$	—	$	18,689

Operating lease right-of-use assets obtained in exchange for lease obligations upon adoption of ASC 842		—		10,849
Operating lease right-of-use assets obtained in exchange for lease obligations	Operating lease right-of-use assets obtained in exchange for lease obligations	16,749		2,876		Operating lease right-of-use assets obtained in exchange for lease obligations	1,211		5,746

Purchases of property and equipment recorded in accounts payable and accrued liabilities	Purchases of property and equipment recorded in accounts payable and accrued liabilities	1,663		543		Purchases of property and equipment recorded in accounts payable and accrued liabilities	7,978		1,950
Vendor stock-in-lieu of cash program—advances for capital projects and equipment	Vendor stock-in-lieu of cash program—advances for capital projects and equipment	21,024		—		Vendor stock-in-lieu of cash program—advances for capital projects and equipment	2,520		—

See accompanying notes to the unaudited condensed consolidated financial statements.

Table of Contents

LUMINAR TECHNOLOGIES, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

Note 1. Organization and Description of Business

Luminar Technologies, Inc. ~~and~~(together with its wholly-owned subsidiaries, ~~(the~~the “Company” or “Luminar”) was ~~originally~~ incorporated in ~~Delaware on August 28, 2018 under~~Delaware. Luminar is a global automotive technology company ushering in a new era of vehicle safety and autonomy. Over the ~~name Gores Metropoulos, Inc. (“Gores”).~~ past decade, Luminar has been building from the chip-level up, its light detection and ranging sensor, or lidar, which is expected to meet the demanding performance, safety, reliability and cost requirements to enable next generation safety and autonomous capabilities for passenger and commercial vehicles as well as other adjacent markets. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. As part of Gores’ initial public offering on February 5, 2019 (the “IPO”), Gores issued to third party investors 40.0 million units, consisting of one share ofCompany’s Class A common stock of Gores and one-third of one warrant, at a price of $10.00 per unit. Each whole warrant entitled the holder to purchase one share of Class A common stock at an exercise price of $11.50 per share (the “Public Warrants”). Simultaneously with the closing of the IPO, Gores completed the private sale of 6.667 million warrants to Gore’s sponsor at a purchase price of $1.50 per warrant (the “Private Warrants”). Each Private Warrant allows the sponsor to purchase one share of Class A common stock at $11.50 per share. On December 2, 2020, the Company (at such time named Gores Metropoulos, Inc.)consummated the business combination (the “Business Combination”) pursuant to the Agreement and Plan of Merger, dated August 24, 2020 with the pre-Business Combination Luminar Technologies, Inc. (“Legacy Luminar”). ~~Legacy Luminar was incorporated in Delaware on March 31, 2015.~~ ~~In connection with the consummation of the Business Combination, the Company changed its name from Gores Metropoulos, Inc. to Luminar Technologies, Inc. The Company’s~~ common stock is listed on the ~~NASDAQ~~Nasdaq Global Select Market under the symbol “LAZR.” The Company’s public warrants to purchase shares of Class A common stock were listed on the NASDAQ under the symbol “LAZRW,” until they were delisted on March 5, 2021 upon exercise and redemption.

Unless the context otherwise requires, the “Company” refers to the combined company and its subsidiaries following the Business Combination, “Gores” refers to the Company prior to the Business Combination and “Legacy Luminar” refers to Luminar Technologies, Inc. prior to the Business Combination. Refer to Reverse Merger with Gores in Note 3 to the financial statements of the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 for additional information relating to the Business Combination.

The Company is a developer of advanced sensor technologies and software for the autonomous vehicle industry, encompassing Laser Imaging, Detection and Ranging (lidar) technology. The Company manufactures and distributes commercial lidar sensors and certain components for the autonomous vehicle industry. The Company is headquartered in Orlando, Florida and has personnel that conducts the Company’s operations from various locations in the United States and internationally including Germany, Sweden, Mexico, China and India.

Note 2. Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation and Consolidation

The accompanying condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Therefore, these condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2021.~~2022 (the “2022 Annual Report”) filed with the SEC on February 28, 2023. In the opinion of management, the condensed consolidated financial statements reflect all adjustments, which are normal and recurring in nature, necessary for fair financial statement presentation. All intercompany transactions and balances have been eliminated in consolidation.

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities, equity, revenues and expenses, and related disclosures. The significant estimates made by management include inventory reserves, valuation allowance for deferred tax assets, valuation of warrants issued in a private placement in connection with the initial public offering of Gores Metropoulos, Inc. (the Company’s former name) (“Private Warrants”), valuation of assets acquired in mergers and acquisitions including intangible assets, forecasted costs associated with non-recurring engineering (“NRE”) services, product warranty reserves, stock-based compensation expense and other loss contingencies. Management periodically evaluates such estimates and they are adjusted prospectively based upon such periodic evaluation. Actual results could differ from those estimates.

Segment Information

The Company has determined its operating segments using the same indicators which are used to evaluate its performance internally. The Company’s business activities are organized in two operating segments:

~~Table of Contents~~

~~LUMINAR TECHNOLOGIES, INC. AND SUBSIDIARIES~~

~~Notes to Condensed Consolidated Financial Statements (Unaudited)~~

(i) “Autonomy ~~Solutions” for automotive applications,~~Solutions,” which includes manufacturing and distribution of lidar sensors that measure distance using laser light to generate a 3D map, non-recurring engineering services related to the Company’s lidar products, development of software products that enable autonomy capabilities for automotive applications, and licensing of the Company’s intellectual property (“IP”). In ~~June 2022,~~January 2023, the Company acquired certain assets from ~~Solfice Research, Inc. (“Solfice”~~Seagate Technology LLC and Seagate Singapore International Headquarters Pte. Ltd. (individually and collectively, “Seagate”)~~, which~~. Assets purchased from Seagate have been included in the Autonomy Solutions segment.

(ii) “Advanced Technologies and ~~Services~~Services” (“ATS”)”, which includes development of application-specific integrated circuits, pixel-based sensors, advanced lasers, as well as designing, testing and providing consulting services for non-standard integrated circuits. In the second quarter of 2022, the Components segment was renamed as ATS. In August 2021 and in April 2022, the Company acquired Optogration, Inc. (“Optogration”) and Freedom Photonics LLC (“Freedom Photonics”), respectively, which have been included in the ATS segment.

Concentration of Credit Risk

~~Financial~~The Company’s financial instruments that ~~potentially subject the Company~~are exposed to ~~significant~~ concentrations of credit risk consist primarily of cash and cash equivalents, ~~marketable investments~~debt securities and accounts receivable. ~~A significant portion of the~~The Company’s ~~cash and cash equivalents is held at high-quality domestic financial institutions.~~ ~~Deposits held with the financial institutions may, at times,~~deposits exceed ~~the amount of insurance provided on such deposits~~.federally insured limits. Cash held by foreign subsidiaries of the Company ~~in foreign entities~~ as of ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021~~2022 was not material.

The Company’s revenue is derived from customers located in the United States and international markets. ~~Two~~Three customers accounted for ~~40%~~33%, 23% and ~~19%~~17% of the Company’s accounts receivable ~~at September 30, 2022. Two~~as of March 31, 2023. Three customers accounted for ~~39%~~27%, 23% and ~~31%~~11% of the Company’s accounts receivable atas of December 31, ~~2021.~~2022.

Table of Contents

LUMINAR TECHNOLOGIES, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

Significant Accounting Policies

The Company’s significant accounting policies are disclosed in its Annual Report on Form 10-K for the year ended December 31, ~~2021.~~2022. There has been no material change to the Company’s significant accounting policies during the ~~nine~~three months ended ~~September 30, 2022, except as noted below related to revenue recognition from long-term contracts as part of the Freedom Photonics acquisition.~~March 31, 2023.

Recent Accounting Pronouncements Not Yet Effective

The Company generates revenue from sale of hardware, components, NRE services and licensing of certain information. The Company enters into term-based licenses that provide customers the right to use certain information available with the Company. Revenue from these licenseshas reviewed, or is recognized at the point in time at which the customer is able to use and benefit from the licensed information, which is generally upon delivery of the information to the customer or upon commencement of the renewal term.

Consistent with the revenue recognition for NRE services, for Freedom Photonics long-term contracts, the Company recognizes revenue over time using an input method based on contract cost incurred to date compared to total estimated contracts (cost-to-cost). Contract costs are incurred over a period of time, which can be several years, and the estimation of these costs requires management’s judgment. The Company reviews the estimate at completion on significant contracts on a periodic basis and for others, no less than annually or when a change in circumstances warrants a modification to a previous estimate. Due to the nature of the work required to be performed on many of the Company’s performance obligations, the estimation of total revenue and cost at completion is complex, subject to many variables and requires significant judgment by management on a contract by contract basis. Changes in estimates of transaction price, revenue, cost of sales and the related impact to operating profit are recognized on a cumulative catch-up basis, which recognizes the cumulative effect of the profit changes on current and prior periods in the ~~current period.~~

~~Recently Adopted Accounting Pronouncements~~

~~In October 2021,~~process of evaluating, all issued, but not yet effective, accounting pronouncements and does not believe the ~~Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No. No. 2021-08 (“ASU 2021-08”),~~ ~~Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers~~. ASU 2021-08 requires an acquirer to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606. At the acquisition date, it requires an acquirer to account for the related revenue contracts in accordance with Topic 606 as if it had originated the contracts, which should generally result in an acquirer recognizing and measuring the acquired contract assets and contract liabilities consistent with how they were recognized and measured in the acquiree’s financial statements. The Company elected to early adopt ASU 2021-08 as of January 1, 2022. Thefuture adoption of ~~ASU 2021-08 did not have~~any such accounting pronouncements will cause a material impact on ~~the Company’s~~its consolidated financial position, operating results or statements of cash flows.

~~Table of Contents~~

~~LUMINAR TECHNOLOGIES, INC. AND SUBSIDIARIES~~

~~Notes to Condensed Consolidated Financial Statements (Unaudited)~~

Note 3. Business ~~Combination~~Combinations and Acquisitions

~~Freedom Photonics~~ Acquisition of Seagate’s Lidar Business

On April 13, 2022 (the “Acquisition Date”), the Company completed its acquisition of Freedom Photonics, a designer and manufacturer of high-performance lasers and related photonic products. The Freedom Photonics acquisition is expected to help the Company secure intellectual property and the supply of a key enabling component as part of the Company’s vertical integration strategy.

~~Pursuant to the terms of the Merger Agreement between the Company and Freedom Photonics,~~January 18, 2023, the Company acquired ~~all of the issued~~certain assets (including intellectual property (“IP”), equipment and ~~outstanding units of capital of Freedom Photonics for an~~other assets) and employees from Seagate Technology LLC and its affiliates (together “Seagate”). The Company simultaneously licensed IP from Seagate. The aggregate purchase price of ~~approximately $34.6~~$12.6 million ~~payable primarily~~for the said acquired assets and the license was paid in ~~Class A common stock of~~cash.The acquired assets and employees comprised Seagate’s lidar development operations and have been combined into the ~~Company, an increase of $0.4 million~~Company’s research and development team. This transaction has been accounted for as a result of adjustments to the preliminary estimates of working capital. In conjunction with the acquisition, the Company issued share-based compensation awards to certain employees and selling equity holders of Freedom Photonics, which may result in future stock-based compensation expense, subject to achievement of certain service and performance conditions. The results of operations related to Freedom Photonics are included in the Company’s consolidated statements of operations beginning from the Acquisition Date. As part of the transaction, the Company incurred $1.4 million of acquisition-related costs, which were expensed and included in general and administrative expenses in the periods in which the costs were incurred.business combination.

Recording of Assets Acquired and Liabilities Assumed

Price allocation includes preliminary estimates of fair value of certain working capital and deferred tax balances. Preliminary estimates of fair values included in the condensed consolidated financial statements are expected to be finalized within a ~~year~~one-year measurement period following the ~~Acquisition Date. These are related to certain working capital adjustments and finalization of the estimates relating to deferred tax balances~~acquisition date after which ~~will occur after the filing of the current tax returns. After the measurement period,~~ any subsequent adjustments will be reflected in the consolidated statements of operations.

The following table summarizes the preliminary purchase price allocation to assets acquired ~~and liabilities assumed, including identification of measurement period adjustments~~ (in thousands):


	Preliminary Recorded Value





~~Cash~~Property plant and ~~cash equivalents~~equipment	$	~~1,063~~3,163

~~Accounts receivable~~Developed Technology (1)	~~3,311~~8,240
~~Contract asset~~	~~1,913~~
~~Inventories, net~~	~~127~~
~~Prepaid expenses and other current assets~~	70
~~Property and equipment~~	~~1,353~~
~~Operating lease right-of-use assets~~	~~449~~
~~Other non-current assets~~	22
~~Intangible assets (1)~~	~~15,600~~
Goodwill (2)	~~15,885~~1,063
~~Total~~Other assets ~~acquired~~	~~39,793~~

~~Current and non-current liabilities~~	~~(5,158)~~
~~Total liabilities assumed~~	~~(5,158)~~142
Net assets acquired	$	~~34,635~~12,608

(1) ~~Tradename was measured using the relief-from-royalty method. The remaining identifiable intangible assets~~Technology and IP Licenses were measured using the ~~income~~cost approach. Significant inputs used as part of the valuation of intangible assets include ~~revenue forecasts, present value factors,~~personnel costs, overhead costs, developer’s profit, and expected ~~product margins and costs~~time to ~~complete the IPR&D.~~reproduce.

(2)Goodwill is the excess of the consideration transferred over the net assets recognized and represents the expected future economic benefits as a result of other assets acquired that could not be individually identified and separately recognized. Goodwill is not amortized. The factors that made up the goodwill recognized included ~~assembled~~ workforce and ~~component cost savings.~~expected synergies derived from the technology application to the Company’s current technological platforms. The entire amount of goodwill is expected to be deductible for tax purposes and is allocated to the ~~ATS~~Autonomy Solutions segment, which is also deemed the reporting unit.

~~Table of Contents~~

~~LUMINAR TECHNOLOGIES, INC. AND SUBSIDIARIES~~

~~Notes to Condensed Consolidated Financial Statements (Unaudited)~~

Identifiable intangible assets recognized (in thousands):

Useful Life

Preliminary Recorded Value

~~Customer backlog~~

~~≤ 2 years~~

~~650~~

~~Customer relationships~~

~~4 years~~

~~2,950~~

Developed technology

84 — 6 years

~~4,000~~

~~In-process research and development (IPR&D) (1)~~

~~7,500~~

~~Tradename~~

~~4 years~~

~~500~~

~~Total intangible assets~~

~~15,600~~8,240

~~(1) IPR&D intangibles are treated as indefinite-lived until the completion or abandonment~~The acquired business did not contribute distinct revenues but added additional operating expenses primarily related to personnel-related costs of the ~~associated R&D~~

~~project, at which time~~hired team of former Seagate employees and related facilities costs in the ~~appropriate useful lives will be determined.~~

~~Supplemental Unaudited Pro Forma Information~~

~~The following unaudited pro forma financial information summarizes~~period from January 18, 2023 to March 31, 2023. Such operating expenses were not material to the ~~combined~~operating results of ~~operations for~~ the Company and Freedom Photonics as if the companies were combined as of the beginning of fiscal year 2021. The unaudited pro forma information includes adjustments to amortization and depreciation for intangible assets and property and equipment acquired, the purchase accounting effect on transaction costs, and stock-based compensation expense.

~~The table below reflects the impact of adjustments to the unaudited pro forma results~~ for the three ~~and nine~~ months ended ~~September 30, 2022 and 2021 that are directly attributable to the acquisition (in thousands):~~

Three Months Ended September 30, Nine Months Ended September 30,
2022 2021 2022 2021
(Unaudited)
(Decrease) / increase to expenses as a result of transaction costs $ — $ — $ (2,582) $ 2,795
(Decrease) / increase to expenses as a result of stock-based compensation expense — 4,251 4,119 15,488

~~Nonrecurring pro forma adjustments include:~~

•~~Transaction costs of $2.8 million are assumed to have occurred on January 1, 2021, and are recognized as if incurred in the first quarter of 2021;~~

•Employee compensation in connection with the retention awards, incentive plan awards, sign-on bonuses, and deferred shares are assumed to have started on January 1, 2021, and recognized as incurred based on their respective periods.

The unaudited pro forma information presented below is for informational purposes only and is not necessarily indicative of our consolidated results of operations of the combined business had the acquisition actually occurred at the beginning of fiscal year 2021 or the results of our future operations of the combined businesses (in thousands).

Three Months Ended September 30, Nine Months Ended September 30,
2022 2021 2022 2021
(Unaudited)
Revenue $ 12,785 $ 11,994 $ 35,296 $ 33,529
Net loss (117,550) (56,133) (302,919) (182,724)

~~Solfice Assets Acquisition~~

On June 15, 2022, the Company completed its acquisition from Solfice of certain assets that are expected to advance Luminar’s software development capabilities. The transaction was determined to be an asset acquisition under ASC 805, Business Combinations, with substantially all of the fair value attributable to acquired technology.March 31, 2023.

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Notes to Condensed Consolidated Financial Statements (Unaudited)

Note 4. Revenue

The Company’s revenue is comprised of sales of lidar sensors hardware, components, NRE services and licensing of certain information available with the Company.

Disaggregation of Revenues

The Company disaggregates its revenue from contracts with customers by (1) geographic region based on a customer’s billed to location, and (2) type of good or service and timing of transfer of goods or services to customers (point-in-time or over time), as it believes it best depicts how the nature, amount, timing and uncertainty of its revenue and cash flows are affected by economic factors. Total revenue based on the disaggregation criteria described above, as well as revenue by segment, are as follows (in thousands):

Three Months Ended September 30,
2022 2021
Revenue % of Revenue Revenue % of Revenue
Revenue by primary geographical market:
North America $ 12,440 97 % $ 5,713 72 %
Asia Pacific 168 1 % — — %
Europe and Middle East 177 2 % 2,265 28 %
Total $ 12,785 100 % $ 7,978 100 %
Revenue by timing of recognition:
Recognized at a point in time $ 6,728 53 % $ 873 11 %
Recognized over time 6,057 47 % 7,105 89 %
Total $ 12,785 100 % $ 7,978 100 %
Revenue by segment:
Autonomy Solutions $ 6,777 53 % $ 7,550 95 %
ATS 6,008 47 % 428 5 %
Total $ 12,785 100 % $ 7,978 100 %


		Nine Months Ended September 30,									Three Months Ended March 31,
		2022				2021					2023				2022
		Revenue		% of Revenue		Revenue		% of Revenue			Revenue		% of Revenue		Revenue		% of Revenue
Revenue by primary geographical market:	Revenue by primary geographical market:									Revenue by primary geographical market:
North America	North America	$	26,124	88	%	$	12,313	63	%	North America	$	13,198	91	%	$	4,968	73	%
Asia Pacific	Asia Pacific	2,960		10	%	475		2	%	Asia Pacific	592		4	%	1,860		27	%
Europe and Middle East	Europe and Middle East	488		2	%	6,812		35	%	Europe and Middle East	719		5	%	27		—	%
Total	Total	$	29,572	100	%	$	19,600	100	%	Total	$	14,509	100	%	$	6,855	100	%
Revenue by timing of recognition:	Revenue by timing of recognition:									Revenue by timing of recognition:
Recognized at a point in time	Recognized at a point in time	$	10,067	34	%	$	4,914	25	%	Recognized at a point in time	$	7,358	51	%	$	1,541	22	%
Recognized over time	Recognized over time	19,505		66	%	14,686		75	%	Recognized over time	7,151		49	%	5,314		78	%
Total	Total	$	29,572	100	%	$	19,600	100	%	Total	$	14,509	100	%	$	6,855	100	%
Revenue by segment:	Revenue by segment:									Revenue by segment:
Autonomy Solutions	Autonomy Solutions	$	16,854	57	%	$	17,708	90	%	Autonomy Solutions	$	10,673	74	%	$	5,898	86	%
ATS	ATS	12,718		43	%	1,892		10	%	ATS	3,836		26	%	957		14	%
Total	Total	$	29,572	100	%	$	19,600	100	%	Total	$	14,509	100	%	$	6,855	100	%

Volvo Stock Purchase Warrant

~~In March 2020,~~As disclosed in the Company’s 2022 Annual Report, the Company had previously issued acertain stock purchase ~~warrant~~warrants (“Volvo Warrants”) to Volvo Car Technology Fund AB (“VCTF”) in connection with an engineering services contract. The Volvo Warrants entitle VCTF to purchase up to 4,089,280 shares of Class A common stock, at a price of $3.1769 per share from the Company and were determined to be an equity classified award to VCTF. The Volvo Warrants vest and become exercisable in two tranches based on satisfaction of certain commercial ~~milestones, upon reaching commercial production and delivering of production units.~~milestones. The ~~grant date~~ fair value of

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~~LUMINAR TECHNOLOGIES, INC. AND SUBSIDIARIES~~

~~Notes to Condensed Consolidated Financial Statements (Unaudited)~~

the Volvo warrants, aggregating $2.9 million, represents consideration payable to VCTF and is being recognized as reduction in revenue consistent with the revenue recognition pattern when these warrants become probable of vesting. The Company’s management determined that the vesting of the first of the two tranches of the Volvo Warrants was probable as of December 31, 2021. As such, the Company had recognized a reduction in revenue in the amount of $1.0 million related to the said first tranche of the Volvo Warrants was recorded as a reduction in ~~the year ended December 31,~~revenue in 2021. The second tranche of the Volvo warrants will be recorded as reduction in revenue upon achievement of sales of a certain number of the Company’s sensors to Volvo for use in their commercial ~~vehicles. This threshold~~vehicles, which had not ~~been achieved~~commenced as of the end of ~~the third quarter of 2022.~~March 31, 2023.

Contract assets and liabilities

Contract assets primarily represent revenues recognized for performance obligations that have been satisfied but for which amounts have not been billed. ~~The Company’s contract assets as of September 30, 2022 and December 31, 2021 were $19.8 million and $9.9 million, respectively.~~ Contract liabilities consist of deferred revenue and customer advanced payments. Deferred revenue includes billings in excess of revenue recognized related to product sales and other services revenue and is recognized as revenue when the Company performs under the contract. Customer advanced payments represent required customer payments in advance of product shipments according to the customer’s payment term. Customer advance payments are recognized in revenue as or when control of the performance obligation is transferred to the customer. The Company’s contract liabilities were $3.6 million and $0.9 million as of September 30, 2022 and December 31, 2021, respectively, and were included in accrued and other current and non-current liabilities in the condensed consolidated balance sheets.

The opening and closing balances of contract assets were as follows (in thousands):


		September 30, 2022		December 31, 2021			March 31, 2023		December 31, 2022
Contract assets, current	Contract assets, current	$	18,402	$	9,907	Contract assets, current	$	7,904	$	15,395
Contract assets, non-current	Contract assets, non-current	1,427		—		Contract assets, non-current	5,985		2,575
Ending balance	Ending balance	$	19,829	$	9,907	Ending balance	$	13,889	$	17,970

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LUMINAR TECHNOLOGIES, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

The significant changes in contract assets balances consisted of the following (in thousands):


		September 30, 2022		December 31, 2021			March 31, 2023		December 31, 2022
Beginning balance	Beginning balance	$	9,907	$	—	Beginning balance	$	17,970	$	9,907
Amounts billed that were included in the contract assets beginning balance	Amounts billed that were included in the contract assets beginning balance	(1,602)				Amounts billed that were included in the contract assets beginning balance	(8,414)		(4,228)
Revenue recognized for performance obligations that have been satisfied but for which amounts have not been billed	Revenue recognized for performance obligations that have been satisfied but for which amounts have not been billed	11,524		9,907		Revenue recognized for performance obligations that have been satisfied but for which amounts have not been billed	4,333		12,291
Ending balance	Ending balance	$	19,829	$	9,907	Ending balance	$	13,889	$	17,970

The opening and closing balances of contract liabilities were as follows (in thousands):


		September 30, 2022		December 31, 2021			March 31, 2023		December 31, 2022
Contract liabilities, current	Contract liabilities, current	$	3,463	$	898	Contract liabilities, current	$	4,558	$	1,993
Contract liabilities, non-current	Contract liabilities, non-current	134		—		Contract liabilities, non-current	414		1,015
Ending balance	Ending balance	$	3,597	$	898	Ending balance	$	4,972	$	3,008

The significant changes in contract liabilities balances consisted of the following (in thousands):


		September 30, 2022		December 31, 2021			March 31, 2023		December 31, 2022
Beginning balance	Beginning balance	$	898	$	2,284	Beginning balance	$	3,008	$	898

Revenue recognized that was included in the contract liabilities beginning balance	Revenue recognized that was included in the contract liabilities beginning balance	(489)		(1,792)		Revenue recognized that was included in the contract liabilities beginning balance	(1,492)		(489)
Net increase due to cash received and not recognized as revenue and billings in excess of revenue recognized during the period		3,188		406
Increase due to cash received and not recognized as revenue and billings in excess of revenue recognized during the period						Increase due to cash received and not recognized as revenue and billings in excess of revenue recognized during the period	3,456		2,599
Ending balance	Ending balance	$	3,597	$	898	Ending balance	$	4,972	$	3,008

Remaining Performance Obligations

Revenue allocated to remaining performance obligations ~~for the information licensing agreements~~ was ~~$27.5~~$37.7 million as of ~~September 30, 2022.~~March 31, 2023 and includes amounts within contract liabilities. The Company expects to recognize approximately ~~64%~~83% of this revenue over the next 12 months and the remainder thereafter. ~~Other revenue streams do not have material remaining performance obligations.~~

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Notes to Condensed Consolidated Financial Statements (Unaudited)

Note 5. Investments

Debt Securities

The Company’s investments in debt securities consisted of the following as of ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021~~2022 (in thousands):


		September 30, 2022									March 31, 2023
		Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value			Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
U.S. treasury securities	U.S. treasury securities	$	210,786	$	—	$	(3,684)	$	207,102	U.S. treasury securities	$	228,254	$	27	$	(1,392)	$	226,889
U.S. agency and government sponsored securities	U.S. agency and government sponsored securities	4,998		—		(117)		4,881		U.S. agency and government sponsored securities	5,000		—		(25)		4,975
Commercial paper	Commercial paper	123,984		—		(306)		123,678		Commercial paper	27,286		—		(84)		27,202
Corporate bonds	Corporate bonds	125,521		—		(1,676)		123,845		Corporate bonds	73,411		—		(493)		72,918
Asset-backed securities	Asset-backed securities	21,093		—		(206)		20,887		Asset-backed securities	4,523		—		(33)		4,490
Total debt securities	Total debt securities	$	486,382	$	—	$	(5,989)	$	480,393	Total debt securities	$	338,474	$	27	$	(2,027)	$	336,474
Included in cash and cash equivalents	Included in cash and cash equivalents	$	9,996	$	—	$	(1)	$	9,995	Included in cash and cash equivalents	$	29,828	$	2	$	(3)	$	29,827
Included in marketable securities	Included in marketable securities	476,386		—		(5,988)		470,398		Included in marketable securities	308,646		25		(2,024)		306,647


		December 31, 2021									December 31, 2022
		Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value			Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
U.S. treasury securities	U.S. treasury securities	$	161,938	$	1	$	(474)	$	161,465	U.S. treasury securities	$	191,075	$	3	$	(2,598)	$	188,480
U.S. agency and government sponsored securities	U.S. agency and government sponsored securities	4,995		—		(25)		4,970		U.S. agency and government sponsored securities	4,999		—		(75)		4,924
Commercial paper	Commercial paper	40,788		—		(4)		40,784		Commercial paper	74,755		—		(232)		74,523
Corporate bonds	Corporate bonds	165,522		13		(345)		165,190		Corporate bonds	111,123		—		(1,214)		109,909
Asset-backed securities	Asset-backed securities	46,540		—		(74)		46,466		Asset-backed securities	11,945		—		(110)		11,835
Total debt securities	Total debt securities	$	419,783	$	14	$	(922)	$	418,875	Total debt securities	$	393,897	$	3	$	(4,229)	$	389,671
Included in cash and cash equivalents		$	950	$	—	$	—	$	950

Included in marketable securities	Included in marketable securities	418,833		14		(922)		417,925		Included in marketable securities	$	393,897	$	3	$	(4,229)	$	389,671

The following table presents the gross unrealized losses and the fair value for those debt securities that were in an unrealized loss position for less than 12 months as of ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021~~2022 (in thousands):


		September 30, 2022				December 31, 2021					March 31, 2023				December 31, 2022
		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Fair Value			Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Fair Value
U.S. treasury securities	U.S. treasury securities	$	(3,684)	$	207,102	$	(474)	$	146,454	U.S. treasury securities	$	(1,392)	$	174,013	$	(2,598)	$	158,888
U.S. agency and government sponsored securities	U.S. agency and government sponsored securities	(117)		4,881		(25)		4,970		U.S. agency and government sponsored securities	(25)		4,975		(75)		4,924
Commercial paper	Commercial paper	(306)		123,678		(4)		30,285		Commercial paper	(84)		27,202		(232)		74,523
Corporate bonds	Corporate bonds	(1,676)		123,845		(345)		145,522		Corporate bonds	(493)		72,918		(1,214)		109,909
Asset-backed securities	Asset-backed securities	(206)		20,887		(74)		45,251		Asset-backed securities	(33)		4,490		(110)		11,835
Total	Total	$	(5,989)	$	480,393	$	(922)	$	372,482	Total	$	(2,027)	$	283,598	$	(4,229)	$	360,079

As of ~~September 30, 2022,~~March 31, 2023, the total amortized cost basis of the Company’s available-for-sale securities exceeded its fair value by ~~$6.0~~$2.0 million, which was primarily attributable to widening credit spreads and rising interest rates since purchase. The Company reviewed its available-for-sale securities and concluded that the decline in fair value was not related to credit losses and that it is more likely than not that the entire amortized cost of each security will be recoverable before the Company is required to sell them or when the security matures. Accordingly, during the three ~~and nine~~ months ended ~~September 30, 2022,~~March 31, 2023, no allowance for credit losses was recorded and instead the unrealized losses are reported as a component of accumulated other comprehensive income (loss).

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Notes to Condensed Consolidated Financial Statements (Unaudited)

Equity Investments

The Company’s equity investments consisted of the following as of ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021~~2022 (in thousands):


		Condensed Consolidated Balance Sheets Location	September 30, 2022		December 31, 2021			Condensed Consolidated Balance Sheets Location	March 31, 2023		December 31, 2022
Money market funds(1)	Money market funds(1)	Cash and cash equivalents	$	23,118	$	25,654	Money market funds(1)	Cash and cash equivalents	$	34,202	$	42,056
Marketable equity investments(1)	Marketable equity investments(1)	Marketable securities	26,585		$	44,216	Marketable equity investments(1)	Marketable securities	25,716		29,643
Non-marketable equity investment measured using the measurement alternative(2)	Non-marketable equity investment measured using the measurement alternative(2)	Other non-current assets	$	10,002	$	10,002	Non-marketable equity investment measured using the measurement alternative(2)	Other non-current assets	4,000		4,000
Total	Total		$	59,705	$	79,872	Total		$	63,918	$	75,699

(1) Investments with readily determinable fair values.

(2) Investment in privately held company without readily determinable fair value.

In December 2021, the Company made an investment in 1,495 Class A Preferred Units of Robotic Research OpCo, LLC (“Robotic Research”) for consideration of $10.0 million, which was settled by issuing 618,924 shares of Class A common stock of the Company. The Company’s investment in Robotic Research represents less than 5% of Robotic Research’s capitalization. The Company ~~neither has a significant influence over Robotic Research nor does~~assesses its investment amount to a controlling financial interest in Robotic Research. As such, the Company measured the investment in Robotic Research at cost as provided under the guidance for measurement of equity investment using the measurement alternative.

~~Total realized and unrealized gains and losses associated with the Company’s marketable~~non-marketable equity investments ~~were not material~~quarterly for impairment. Adjustments and impairments are recorded in other income (expense), net on the ~~three and nine months ended September 30, 2022 and 2021.~~condensed consolidated statements of operations.

Note 6. Financial Statement Components

Cash and Cash Equivalents

Cash and cash equivalents consisted of the following (in thousands):


		September 30, 2022		December 31, 2021			March 31, 2023		December 31, 2022
Cash	Cash	$	22,956	$	303,373	Cash	$	25,904	$	27,496
Money market funds	Money market funds	23,118		25,654		Money market funds	34,202		42,056
U.S. treasury securities						U.S. treasury securities	29,827		—

Commercial paper		9,995		950

Total cash and cash equivalents	Total cash and cash equivalents	$	56,069	$	329,977	Total cash and cash equivalents	$	89,933	$	69,552

~~Inventories, net~~Inventory

~~Inventories consisted~~Inventory comprised of the following (in thousands):


		September 30, 2022		December 31, 2021			March 31, 2023		December 31, 2022
Raw materials	Raw materials	$	3,066	$	5,866	Raw materials	$	8,066	$	3,614
Work-in-process	Work-in-process	4,081		1,171		Work-in-process	3,706		2,329
Finished goods	Finished goods	2,006		3,305		Finished goods	3,146		2,849
Total inventories, net	Total inventories, net	$	9,153	$	10,342	Total inventories, net	$	14,918	$	8,792

The Company’s inventory ~~write-down~~write-offs and write-downs (primarily due to obsolescence, lower of cost or market assessment, and other adjustments) was ~~$4.0~~$5.5 million and ~~$8.8~~$1.4 million for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2023 and 2022, ~~respectively and~~ ~~$0.1 million and $1.6 million for the~~ ~~three and nine months ended September 30, 2021,~~ respectively.

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following (in thousands):



	March 31, 2023		December 31, 2022
Prepaid expenses	$	14,729	$	15,653
Contract assets	7,904		15,395
Advance payments to vendors	5,394		7,919

Other receivables	5,832		5,236
Total prepaid expenses and other current assets	$	33,859	$	44,203

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LUMINAR TECHNOLOGIES, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

~~Prepaid Expenses and Other Current Assets~~

~~Prepaid expenses and other current assets consisted of the following (in thousands):~~

September 30, 2022 December 31, 2021
Prepaid expenses $ 11,223 $ 14,651
Contract assets 18,402 9,907
Advance payments to vendors 6,343 1,810
Other receivables 4,128 2,827
Total prepaid expenses and other current assets $ 40,096 $ 29,195

Property and Equipment

Property and equipment consisted of the following (in thousands):


		September 30, 2022		December 31, 2021			March 31, 2023		December 31, 2022
Machinery and equipment	Machinery and equipment	$	11,315	$	7,694	Machinery and equipment	$	25,817	$	14,047
Computer hardware and software	Computer hardware and software	5,317		2,854		Computer hardware and software	7,978		6,797

Land						Land	1,001		1,001
Leasehold improvements	Leasehold improvements	885		869		Leasehold improvements	19,359		885
Vehicles, including demonstration fleet	Vehicles, including demonstration fleet	2,618		2,421		Vehicles, including demonstration fleet	3,357		3,222

Furniture and fixtures	Furniture and fixtures	850		272		Furniture and fixtures	817		818

Construction in progress	Construction in progress	9,699		3,677		Construction in progress	32,143		13,642
Total property and equipment	Total property and equipment	30,684		17,787		Total property and equipment	90,472		40,412
Accumulated depreciation and amortization	Accumulated depreciation and amortization	(9,038)		(6,778)		Accumulated depreciation and amortization	(12,077)		(10,152)
Total property and equipment, net	Total property and equipment, net	$	21,646	$	11,009	Total property and equipment, net	$	78,395	$	30,260

Property and equipment capitalized under finance lease (capital lease prior to adoption of ASC 842) were not material. Construction in progress increased due to increased capital expenditure related to ~~tooling and other capital projects to enable us to achieve~~build out of series production ~~readiness.~~equipment and facilities, which are expected to be completed over approximately next 12 months.

Depreciation and amortization expense associated with property and equipment was ~~$1.1~~$1.9 million and ~~$2.8~~$0.7 million for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2023 and 2022, ~~respectively, and $0.7~~respectively.

Intangible Assets

The following table summarizes the activity in the Company’s intangible assets (in thousands):


	March 31, 2023		December 31, 2022
Beginning of the period	$	22,077	$	2,424
Additions	8,240		21,890
Amortization	(1,062)		(2,237)
End of the period	$	29,255	$	22,077

The components of intangible assets were as follows (in thousands):


	March 31, 2023							December 31, 2022
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Weighted Average Remaining Period (Years)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Weighted Average Remaining Period (Years)
Customer relationships	$	3,730	$	(867)	$	2,863	4.2	$	3,730	$	(664)	$	3,066	4.4
Customer backlog	650		(390)		260		0.7	650		(292)		358		0.9
Tradename	620		(245)		375		3.0	620		(214)		406		3.3
Assembled workforce	130		(130)		—		—	130		(130)		—		—
Developed technology	20,150		(1,893)		18,257		6.3	11,910		(1,163)		10,747		7.5
IPR&D	7,500		—		7,500		—	7,500		—		7,500		—
Total intangible assets	$	32,780	$	(3,525)	$	29,255	5.9	$	24,540	$	(2,463)	$	22,077	6.6

Amortization expense related to intangible assets was $1.1 million and ~~$2.1~~$0.1 million for the three ~~and nine~~ months ended ~~September 30, 2021,~~March 31, 2023 and 2022, respectively.

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Notes to Condensed Consolidated Financial Statements (Unaudited)

~~Intangible Assets~~

~~The following table summarizes the activity in the Company’s intangible assets (in thousands):~~

September 30, 2022 December 31, 2021
Beginning of the period $ 2,424 $ —
Additions 21,890 2,650
Amortization (1,546) (226)
End of the period $ 22,768 $ 2,424

~~The components of intangible assets were as follows (in thousands):~~
September 30, 2022 December 31, 2021
Gross
Carrying
Amount Accumulated
Amortization Net
Carrying
Amount Weighted Average
Remaining Period
(Years) Gross
Carrying
Amount Accumulated
Amortization Net
Carrying
Amount Weighted
Average
Remaining
Period
(Years)
Customer relationships $ 3,730 $ (460) $ 3,270 4.6 $ 780 $ (33) $ 747 9.6
Customer backlog 650 (195) 455 1.2 — — — —
Tradename 620 (182) 438 3.5 120 (120) — —
Assembled workforce 130 (130) — — — — — —
Developed technology 11,910 (805) 11,105 7.8 1,750 (73) 1,677 9.6
IPR&D 7,500 — 7,500 — — — — —
Total intangible assets $ 24,540 $ (1,772) $ 22,768 6.8 $ 2,650 $ (226) $ 2,424 9.6

Amortization expense related to intangible assets was $0.7 million and $1.5 million for the three and nine months ended September 30, 2022, respectively. Amortization expense related to intangible assets was $0.2 million and $0.2 million for the three and nine months ended September 30, 2021, respectively.

As of ~~September 30, 2022,~~March 31, 2023, the expected future amortization expense for intangible assets was as follows (in thousands):


Period	Period	Expected Future Amortization Expense		Period	Expected Future Amortization Expense
2022 (remaining three months)		$	691
2023		2,730
2023 (remaining nine months)				2023 (remaining nine months)	$	3,261
2024	2024	2,373		2024	4,001
2025	2025	2,373		2025	4,001
2026	2026	1,726		2026	3,354
2027				2027	3,138
Thereafter	Thereafter	5,375		Thereafter	4,000
IPR&D	IPR&D	7,500		IPR&D	7,500
Total	Total	$	22,768	Total	$	29,255

Goodwill

The carrying amount of goodwill allocated to the Company’s reportable segments was as follows (in thousands):


	Autonomy Solutions		ATS		Total
Balance as of December 31, 2022	$	687	$	18,129	$	18,816
Goodwill related to acquisition of Seagate’s lidar business (see Note 3)	1,063		—		1,063
Balance as of March 31, 2023	$	1,750	$	18,129	$	19,879

Other Non-Current Assets

Other non-current assets consisted of the following (in thousands):



	March 31, 2023		December 31, 2022
Security deposits	$	5,078	$	5,495
Non-marketable equity investment	4,000		4,000
Advance payment for capital projects	—		27,683

Contract assets	5,985		2,575
Other non-current assets	423		591
Total other non-current assets	$	15,486	$	40,344

Accrued and Other Current Liabilities

Accrued and other current liabilities consisted of the following (in thousands):



	March 31, 2023		December 31, 2022
Accrued compensation and benefits	$	21,639	$	16,682
Accrued expenses	24,592		22,358
Warranty reserves	4,170		3,584
Contract liabilities	4,558		1,993
Accrued interest payable	2,286		359
Contract losses	6,890		7,526


Other	527		460
Total accrued and other current liabilities	$	64,662	$	52,962

During the three months ended March 31, 2023 and 2022, the Company recorded $3.3 million and $0.4 million, respectively, in cost of sales (services) estimated losses expected to be incurred on NRE projects with certain customers. The estimated contract losses recorded were primarily a result of (a) changes in estimates related to costs expected to be incurred for contractual milestones based on actual experience on similar projects and (b) changes in scope of project deliverables agreed upon with the respective customers during the year.

1815

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LUMINAR TECHNOLOGIES, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

~~Goodwill~~

~~The following table outlines changes to the carrying amount of goodwill by the Company’s reportable segments (in thousands):~~

Autonomy Solutions ATS Total
Balance as of December 31, 2021 $ 687 $ 2,423 $ 3,110
Adjustment to goodwill related to Optogration acquisition in 2021 — (165) (165)
Acquired goodwill related to Freedom Photonics in 2022 — 15,885 15,885
Balance as of September 30, 2022 $ 687 $ 18,143 $ 18,830

~~Other Non-Current Assets~~

~~Other non-current assets consisted of the following (in thousands):~~

September 30, 2022 December 31, 2021
Security deposits $ 1,136 $ 1,187
Non-marketable equity investment 10,002 10,002
Advance payment for capital projects 27,526 —
Contract assets 1,427 —
Other non-current assets 2,890 1,266
Total other non-current assets $ 42,981 $ 12,455

~~Accrued and Other Current Liabilities~~

~~Accrued and other current liabilities consisted of the following (in thousands):~~

September 30, 2022 December 31, 2021
Accrued compensation and benefits $ 14,876 $ 9,899
Accrued expenses 6,040 6,727
Warranty reserves 316 1,798
Contract liabilities 3,463 898
Accrued interest payable 2,297 316
Contract losses 4,250 115
Other 590 91
Total accrued and other current liabilities $ 31,832 $ 19,844

Note 7. Convertible Senior Notes and Capped Call Transactions

In December 2021, the Company issued $625.0 million aggregate principal amount of 1.25% Convertible Senior Notes due 2026 in a private placement, which included $75.0 million aggregate principal amount of such notes pursuant to the exercise in full of the option granted to the initial purchasers to purchase additional notes (collectively, the “Convertible Senior Notes”). The interest on the Convertible Senior Notes is payable semi-annually in arrears on June 15 and December 15 of each year, beginning on June 15, 2022. The Convertible Senior Notes will mature on December 15, 2026, unless ~~earlier~~ repurchased or redeemed earlier by the Company or converted pursuant to their terms.

The total net proceeds from the debt offering, after deducting fees paid to the initial purchasers paid by the Company, was approximately $609.4 million.

Each $1,000 principal amount of the Convertible Senior Notes is initially convertible into 50.0475 shares of the Company’s Class A common stock, par value $0.0001, which is equivalent to an initial conversion price of approximately $19.98 per share. The conversion rate is subject to adjustment upon the occurrence of certain specified events prior to the maturity date but will not be adjusted for any accrued and unpaid interest. In addition, following certain corporate events that occur prior to the maturity date or if the Company delivers a notice of redemption in respect of some or all of the Convertible Senior Notes, the Company will, under certain circumstances, increase the conversion rate of the Convertible Senior Notes for a holder who elects to convert its Convertible Senior Notes in connection with such a corporate event or convert its Convertible Senior Notes called for redemption during the related redemption period, as the case may be. The Convertible Senior Notes are

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~~LUMINAR TECHNOLOGIES, INC. AND SUBSIDIARIES~~

~~Notes to Condensed Consolidated Financial Statements (Unaudited)~~

redeemable, in whole or in part (subject to certain limitations), at the Company’s option at any time, and from time to time, on or after December 20, 2024, and on or before the 40th scheduled trading day immediately before the maturity date, at a cash redemption price equal to the principal amount of the Convertible Senior Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, but only if certain liquidity conditions are satisfied and the last reported sale price per share of the Class A common stock exceeds 130% of the conversion price on (1) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related redemption notice, and (2) the trading day immediately before the date the Company sends such notice. If the Company undergoes a fundamental change (as defined in the indenture governing the Convertible Senior Notes) prior to the maturity date, holders may require the Company to repurchase for cash all or any portion of their Convertible Senior Notes in principal amounts of $1,000 or a multiple thereof at a fundamental change repurchase price equal to 100% of the principal amount of the Convertible Senior Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date.

Holders of the Convertible Senior Notes may convert their Convertible Senior Notes at their option at any time prior to the close of business on the business day immediately preceding December 15, 2026, in multiples of $1,000 principal amount, only under the following circumstances: (1) during any calendar quarter (and only during such calendar quarter) commencing after the calendar quarter ending on March 31, 2022, if the last reported sale price per share of the Class A common stock exceeds 130% of the conversion price for each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter; (2) during the five consecutive business days immediately after any 10 consecutive trading day period (such 10 consecutive trading day period, the “measurement period”) in which the trading price per $1,000 principal amount of Convertible Senior Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price per share of the Class A common stock on such trading day and the conversion rate on such trading day; (3) upon the occurrence of specified corporate events or distributions on the Class A common stock; and (4) if the Convertible Senior Notes are called for redemption. On or after June 15, 2026, holders may convert all or any portion of their Convertible Senior Notes at any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date, regardless of the foregoing circumstances. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of its Class A common stock or a combination of cash and shares of its Class A common stock, at the Company’s election. As of ~~September 30, 2022,~~March 31, 2023, the conditions allowing holders of the Convertible Senior Notes to convert were not met.

~~It is the Company’s current intent~~The Company currently intends to settle the principal amount of its outstanding Convertible Senior Notes in cash and any excess in shares of the Company’s Class A common stock.

The Convertible Senior Notes are senior unsecured obligations and will rank equal in right of payment with the Company’s future senior unsecured indebtedness; senior in right of payment to the Company’s future indebtedness that is expressly subordinated to the Convertible Senior Notes; effectively subordinated to the Company’s existing and future secured indebtedness, to the extent of the value of the collateral securing that indebtedness; and structurally subordinated to all existing and future indebtedness and other liabilities, including trade payables, and (to the extent the Company is not a holder thereof) preferred equity, if any, of the Company’s subsidiaries.

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LUMINAR TECHNOLOGIES, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

The Company has classified the Convertible Senior Notes as a non-current liability under the guidance in ASC 470-20, as amended by ASU 2020-06. Debt discount and issuance costs aggregating approximately $16.2 million were initially recorded as a reduction to the principal amount of the Convertible Senior Notes and is being amortized as interest expense on a straight line basis over the contractual terms of the notes. The Company estimates that the difference between amortizing the debt discounts and the issuance costs using the straight line method as compared to using the effective interest rate method is immaterial.

The net carrying amount of the Convertible Senior Notes was as follows (in thousands):
September 30, 2022 December 31, 2021
Principal $ 625,000 $ 625,000
Unamortized debt discount and issuance costs (13,616) (16,043)
Net carrying amount $ 611,384 $ 608,957

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~~LUMINAR TECHNOLOGIES, INC. AND SUBSIDIARIES~~

~~Notes to Condensed Consolidated Financial Statements (Unaudited)~~


	March 31, 2023		December 31, 2022
Principal	$	625,000	$	625,000
Unamortized debt discount and issuance costs	(11,999)		(12,808)
Net carrying amount	$	613,001	$	612,192

The following table sets forth the interest expense recognized related to the Convertible Senior Notes (in thousands):


							Three Months Ended March 31,
		Three Months Ended September 30, 2022		Nine Months Ended September 30, 2022			2023		2022
Contractual interest expense	Contractual interest expense	$	1,969	$	5,843	Contractual interest expense	$	1,926	$	1,926
Amortization of debt discount and issuance costs	Amortization of debt discount and issuance costs	809		2,427		Amortization of debt discount and issuance costs	809		809
Total interest expense	Total interest expense	$	2,778	$	8,270	Total interest expense	$	2,735	$	2,735

The remaining term over which the debt discount and issuance costs will be amortized is ~~4.21~~3.71 years. Interest expense of ~~$2.0~~$1.9 million and ~~$5.8~~$1.9 million is reflected as a component of interest (expense) income, net in the accompanying condensed consolidated statement of operations for the three ~~and nine~~ months ended ~~September 30, 2022.~~March 31, 2023 and 2022, respectively.

In connection with the offering of the Convertible Senior Notes, the Company entered into privately negotiated capped call option transactions with certain counterparties (the “Capped Calls”). The Capped Calls each have an initial strike price of approximately $19.98 per share, subject to certain adjustments, which corresponds to the initial conversion price of the Convertible Senior Notes. The Capped Calls have initial cap prices of $30.16 per share, subject to certain adjustment events. The Capped Calls are generally intended to reduce the potential dilution to the Class A common stock upon any conversion of the Convertible Senior Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of converted Convertible Senior Notes, as the case may be, with such reduction and/or offset subject to a cap based on the cap price. The Capped Calls expire on April 6, 2027, subject to earlier exercise. The Capped Calls are subject to either adjustment or termination upon the occurrence of specified extraordinary events affecting the Company, including a merger event, a tender offer, and a nationalization, insolvency or delisting involving the Company. In addition, the Capped Calls are subject to certain specified additional disruption events that may give rise to a termination of the Capped Calls, including changes in law, failure to deliver, and hedging disruptions. The Capped Calls are recorded in stockholders’ equity and are not accounted for as derivatives. The net cost of $73.4 million incurred to purchase the Capped Calls was recorded as a reduction to additional paid-in capital in the accompanying consolidated balance sheet.

Note 8. Fair Value Measurements

As of ~~September 30, 2022,~~March 31, 2023, the Company carried cash equivalents, marketable investments and Private ~~Warrants. The Company had previously carried Public~~ Warrants ~~which were exercised and redeemed in March 2021.~~that are measured at fair value on a recurring basis.

Fair value is based on the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement:

Level 1 — Observable inputs, which include unadjusted quoted prices in active markets for identical assets or liabilities.

Level 2 — Observable inputs other than Level 1 inputs, such as quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 — Unobservable inputs that are supported by little or no market activity and that are based on management’s assumptions, including fair value measurements determined by using pricing models, discounted cash flow methodologies or similar techniques.

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LUMINAR TECHNOLOGIES, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

The Company determined the fair value of its Level 1 financial instruments, which are traded in active markets, using quoted market prices for identical instruments.

Marketable investments classified within Level 2 of the fair value hierarchy are valued based on other observable inputs, including broker or dealer quotations, alternative pricing sources or U.S. Government Treasury yield of appropriate term. When quoted prices in active markets for identical assets or liabilities are not available, the Company relies on non-binding quotes from its investment managers, which are based on proprietary valuation models of independent pricing services. These models generally use inputs such as observable market data, quoted market prices for similar instruments, historical pricing trends of a security as relative to its peers. To validate the fair value determination provided by its investment managers, the Company reviews the pricing movement in the context of overall market trends and trading information from its investment managers. The Company performs routine procedures such as comparing prices obtained from independent source to ensure that appropriate fair values are recorded.

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~~LUMINAR TECHNOLOGIES, INC. AND SUBSIDIARIES~~

~~Notes to Condensed Consolidated Financial Statements (Unaudited)~~

Given that the transfer of Private Warrants to anyone outside of a small group of individuals constituting the sponsors of Gores Metropoulos, Inc. would result in the Private Warrants having substantially the same terms as the Public Warrants, management determined that the fair value of each Private Warrant is the same as that of a Public Warrant, with an insignificant adjustment for short-term marketability restrictions, as of December 31, ~~2021.~~2022. As of ~~September 30, 2022,~~March 31, 2023, management determined the fair value of the Private Warrants using observable inputs in the Black-Scholes valuation model, which used the remaining term of warrants of ~~3.18~~2.68 years, volatility of ~~82.0%~~81.1% and a risk-free rate of ~~4.23%~~3.89%. Accordingly, the Private Warrants are classified as Level 3 financial instruments.

The following table presents changes in Level 3 liabilities relating to Private Warrants measured at fair value (in thousands):


	Private Warrants
Balance as of December 31, ~~2021~~2022	$	~~31,230~~3,005
~~Change in fair value prior to exercises~~	~~4,713~~
~~Reduction in liability due to exercises~~	~~(19,003)~~
Change in fair value of outstanding warrants	~~(11,358)~~1,054
Balance as of ~~September 30, 2022~~March 31, 2023	$	~~5,582~~4,059

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~~LUMINAR TECHNOLOGIES, INC. AND SUBSIDIARIES~~

~~Notes to Condensed Consolidated Financial Statements (Unaudited)~~

The Company’s financial assets and liabilities subject to fair value measurements on a recurring basis and the level of inputs used for such measurements were as follows (in thousands):


		Fair Value (in thousands) Measured as of September 30, 2022 Using:									Fair Value (in thousands) Measured as of March 31, 2023 Using:
		Level 1		Level 2		Level 3		Total			Level 1		Level 2		Level 3		Total
Assets:	Assets:									Assets:
Cash equivalents:	Cash equivalents:									Cash equivalents:
Money market funds	Money market funds	$	23,118	$	—	$	—	$	23,118	Money market funds	$	34,202	$	—	$	—	$	34,202
U.S. treasury securities										U.S. treasury securities	29,827		—		—		29,827

Commercial paper		—		9,995		—		9,995
Total cash equivalents	Total cash equivalents	$	23,118	$	9,995	$	—	$	33,113	Total cash equivalents	$	64,029	$	—	$	—	$	64,029
Marketable investments:	Marketable investments:									Marketable investments:
U.S. treasury securities	U.S. treasury securities	$	207,102	$	—	$	—	$	207,102	U.S. treasury securities	$	197,062	$	—	$	—	$	197,062
U.S. agency and government sponsored securities	U.S. agency and government sponsored securities	—		4,881		—		4,881		U.S. agency and government sponsored securities	—		4,975		—		4,975
Commercial paper	Commercial paper	—		113,683		—		113,683		Commercial paper	—		27,202		—		27,202
Corporate bonds	Corporate bonds	—		123,845		—		123,845		Corporate bonds	—		72,918		—		72,918
Asset-backed securities	Asset-backed securities	—		20,887		—		20,887		Asset-backed securities	—		4,490		—		4,490
Marketable equity investments	Marketable equity investments	26,585		—		—		26,585		Marketable equity investments	25,716		—		—		25,716
Total marketable investments	Total marketable investments	$	233,687	$	263,296	$	—	$	496,983	Total marketable investments	$	222,778	$	109,585	$	—	$	332,363
Liabilities:	Liabilities:									Liabilities:

Private Warrants	Private Warrants	$	—	$	—	$	5,582	$	5,582	Private Warrants	$	—	$	—	$	4,059	$	4,059
Total warrant liabilities		$	—	$	—	$	5,582	$	5,582

Fair Value (in thousands) Measured as of
December 31, 2021 Using:
Level 1 Level 2 Level 3 Total
Assets:
Cash equivalents:
Money market funds $ 25,654 $ — $ — $ 25,654
Commercial paper — 950 — 950
Total cash equivalents $ 25,654 $ 950 $ — $ 26,604
Marketable investments:
U.S. treasury securities $ 161,465 $ — $ — $ 161,465
U.S. agency and government sponsored securities — 4,970 — 4,970
Commercial paper — 39,834 — 39,834
Corporate bonds — 165,190 — 165,190
Asset-backed securities — 46,466 — 46,466
Marketable equity investments 44,216 — — 44,216
Total marketable investments $ 205,681 $ 256,460 $ — $ 462,141
Liabilities:
Private Warrants — — 31,230 31,230
Total warrant liabilities $ — $ — $ 31,230 $ 31,230

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LUMINAR TECHNOLOGIES, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)


	Fair Value (in thousands) Measured as of December 31, 2022 Using:
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents:
Money market funds	$	42,056	$	—	$	—	$	42,056




Total cash equivalents	$	42,056	$	—	$	—	$	42,056
Marketable investments:
U.S. treasury securities	$	188,480	$	—	$	—	$	188,480
U.S. agency and government sponsored securities	—		4,924		—		4,924
Commercial paper	—		74,523		—		74,523
Corporate bonds	—		109,909		—		109,909
Asset-backed securities	—		11,835		—		11,835
Marketable equity investments	29,643		—		—		29,643
Total marketable investments	$	218,123	$	201,191	$	—	$	419,314
Liabilities:

Private Warrants	$	—	$	—	$	3,005	$	3,005

The Company’s non-marketable equity investment, measured at fair value on a non-recurring basis, is classified within Level 3 in the fair value hierarchy because the Company estimated the value based on valuation methods which included unobservable inputs including projections received from Robotic Research, market conditions, preference rights, etc. of the investment the Company holds. See Note 5 for further information on the Company’s non-marketable equity investment.

As of ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, the estimated fair value of the Company’s outstanding Convertible Senior Notes was ~~$400.6~~$416.9 million and ~~$669.4~~$352.5 million, respectively. The fair value was determined based on the quoted price of the Convertible Senior Notes in an inactive market on the last trading day of the reporting period and have been classified as Level 2 in the fair value hierarchy. See Note 7 for further information on the Company’s Convertible Senior Notes.

The fair value of Company’s other financial ~~instruments’ fair value,~~instruments, including accounts receivable, accounts payable and other current liabilities, approximate ~~its~~their carrying value due to the relatively short maturity of those instruments. The carrying amounts of the Company’s finance leases approximate their fair value, which is the present value of expected future cash payments based on assumptions about current interest rates and the creditworthiness of the Company.

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~~LUMINAR TECHNOLOGIES, INC. AND SUBSIDIARIES~~

~~Notes to Condensed Consolidated Financial Statements (Unaudited)~~

Note 9. Earnings (Loss) Per Share

Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share is computed by dividing net income by the weighted average number of shares of common stock during the period plus common stock equivalents, as calculated under the treasury stock method, outstanding during the period. If the Company reports a net loss, the computation of diluted loss per share excludes the effect of dilutive common stock equivalents, as their effect would be antidilutive. The Company computes earnings (loss) per share using the two-class method for its Class A and Class B common stock. Earnings (loss) per share is same for both Class A and Class B common stock since they are entitled to the same liquidation and dividend rights.

The following table sets forth the computation of basic and diluted loss per share for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2023 and 2022 ~~and 2021~~ (in thousands, except for share and per share amounts):


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2022		2021		2022		2021			2023		2022
Numerator:	Numerator:									Numerator:
Net loss	Net loss	$	(117,550)	$	(51,340)	$	(301,122)	$	(164,093)	Net loss	$	(146,774)	$	(88,333)

Denominator:	Denominator:									Denominator:
Weighted average common shares outstanding—Basic	Weighted average common shares outstanding—Basic	359,753,254		352,122,485		353,537,754		341,858,435		Weighted average common shares outstanding—Basic	370,742,917		348,683,836

Weighted average common shares outstanding—Diluted	Weighted average common shares outstanding—Diluted	359,753,254		352,122,485		353,537,754		341,858,435		Weighted average common shares outstanding—Diluted	370,742,917		348,683,836
Net loss per share attributable to common shareholders—Basic and Diluted	Net loss per share attributable to common shareholders—Basic and Diluted	$	(0.33)	$	(0.15)	$	(0.85)	$	(0.48)	Net loss per share attributable to common shareholders—Basic and Diluted	$	(0.40)	$	(0.25)

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LUMINAR TECHNOLOGIES, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

The following table presents the potential shares of common stock outstanding that were excluded from the computation of diluted net loss per share of common stock as of the periods presented because including them would have been antidilutive or related contingencies on issuance of shares had not been met as of ~~September 30, 2022:~~March 31, 2023:

~~September 30, 2022~~March 31, 2023

Warrants

5,757,549

Stock-based awards—Equity classified

~~46,720,506~~36,303,214

Stock-based awards—Liability classified

~~9,267,669~~11,365,535

Vendor stock-in-lieu of cash program

~~1,211,474~~816,705

Convertible Senior Notes

31,279,716

Earn-out shares

8,606,717

Total

~~102,843,631~~94,129,436

The Company uses the if converted method for calculating the dilutive effect of the Convertible Senior Notes using the initial conversion price of $19.981 per share. The closing price of Class A common stock as of ~~September 30, 2022~~March 31, 2023 was less than the initial conversion price.

Note 10. Stockholders’ Equity

Class A and Class B Common Stock

The Company’s board of directors (the “Board”) has authorized two classes of common stock, Class A and Class B. As of ~~September 30, 2022,~~March 31, 2023, the Company had authorized 715,000,000 shares of Class A common stock and 121,000,000 shares of Class B common stock with a par value of $0.0001 per share for each class. As of ~~September 30, 2022,~~March 31, 2023, the Company had ~~287,111,529~~301,045,203 shares issued and ~~265,248,079~~279,181,753 shares outstanding of Class A common stock, and 97,088,670 shares issued and outstanding of Class B common stock. Holders of Class A and Class B common stock have identical rights, except that holders of the Class A common stock are entitled to one vote per share and the holder of the Class B common stock is entitled to ten votes per share.

~~Public and Private Warrants~~Equity Financing Program

~~As of December 31, 2021,~~On February 28, 2023, the Company ~~had no Public Warrants and 3,077,021 Private Warrants outstanding.~~

~~In January 2022 and April 2022, 1,389,529 and 19,223 Private Warrants, respectively, were exercised on a cashless basis and~~entered into an agreement (the “Sales Agreement”) with Virtu Americas LLC (the “Agent”) under which the Company may offer and sell, from time to time in its sole discretion, shares of the Company’s Class A common stock with aggregate gross sales proceeds of up to $75.0 million through an equity offering program under which the Agent will act as sales agent (the “Equity Financing Program”). The Company intends to use the net proceeds from offerings under the Equity Financing Program primarily for expenditures or payments in connection with strategic merger and acquisition opportunities, as well as potential strategic investments, partnerships and similar transactions.

Under the Sales Agreement, the Company sets the parameters for the sale of the shares, including the number of shares to be issued, ~~401,365~~the time period during which sales are requested to be made, limitations on the number of shares that may be sold in any one trading day and ~~4,387~~any minimum price below which sales may not be made. Subject to the terms and conditions of the Sales Agreement, the Agent has agreed to use its commercially reasonable efforts, consistent with its normal trading and sales practices, to sell the shares by methods deemed to be an “at the market” offering as defined in Rule 415 promulgated under the Securities Act of 1933, as amended, including sales made through The Nasdaq Global Select Market.

The Company issued 2,759,689 shares of Class A common stock ~~respectively, pursuant to~~under the ~~exercises. The~~Equity Financing Program during the three months ended March 31, 2023 for net proceeds of $22.7 million. As of March 31, 2023, $52.1 million of Class A common stock was available for sale under the program.

2420

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LUMINAR TECHNOLOGIES, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

Private Warrants

The Company had 1,668,269 Private Warrants outstanding as of ~~September 30,~~December 31, 2022. ~~These~~No Private Warrants were exercised in the three months ended March 31, 2023. The Private Warrants are set to expire on December 2, 2025. Each Private Warrant allows the holder to purchase one share of Class A common stock at $11.50 per share.

Stock-in-lieu of Cash Program

The Company has entered into arrangements with certain vendors and other third parties wherein the Company at its discretion may elect to compensate the respective vendors / third parties for services provided in either cash or by issuing shares of the Company’s Class A common stock (“Stock-in-lieu of Cash Program”). ~~During the three and nine months ended September 30, 2022, the Company issued 537,720 and 8,824,385 shares of Class A common stock as part of the Stock-in-lieu of Cash Program.~~ The Company considers the shares issuable under the Stock-in-lieu of Cash Program as liability classified awards when the arrangement with the vendors requires the Company to issue a variable number of shares to settle amounts owed.

During the three months ended March 31, 2023, the Company issued 1,627,690 shares of Class A common stock as part of the Stock-in-lieu of Cash Program, including 1,564,822 shares of Class A common stock in lieu of cash to a certain vendor for purchases of certain hardware, software and data labeling services pursuant to a private placement.

As of ~~September 30, 2022,~~March 31, 2023, the Company had a total of ~~$33.1~~$11.6 million in prepaid expenses and other current and non-current assets related to its Stock-in-lieu of Cash Program.

In November 2021, the Company entered into an agreement with Daimler North America Corporation (“Daimler”) wherein Daimler will be providing certain data and other services to the Company. To compensate Daimler for these services, the Company agreed to issue 1.5 million shares of Class A common stock to Daimler. These shares vest over a period of two years. The Company recorded costs related to these shares as research and development expense of $2.0 million and $5.9 million during the three and nine months ended September 30, 2022, respectively. During the nine months ended September 30, 2022, the Company issued 750,000 shares of Class A common stock related to this arrangement. The unamortized cost relating to the shares issued to Daimler under this agreement was recorded as $5.2 million in prepaid expenses and other current assets as of September 30, 2022.

The Company’s vendor Stock-in-lieu of Cash Program activity for the ~~nine~~three months ended ~~September 30, 2022~~March 31, 2023 was as follows:


		Shares	Weighted Average Grant Date Fair Value per Share			Shares	Weighted Average Grant Date Fair Value per Share

Unvested shares as of December 31, 2021		1,500,000	$	15.72
Unvested shares as of December 31, 2022					Unvested shares as of December 31, 2022	1,047,151	$	11.90
Granted	Granted	8,824,385	9.93		Granted	1,627,690	6.43

Vested	Vested	(6,698,986)	10.67		Vested	(1,976,031)	7.02
Unvested shares as of September 30, 2022		3,625,399	10.72
Unvested shares as of March 31, 2023					Unvested shares as of March 31, 2023	698,810	12.96

Note 11. Stock-based Compensation

Prior to becoming a publicly traded entity, the Company issued incentive stock options, non-qualified stock options, and restricted stock to employees and non-employee consultants under its 2015 Stock Plan (the “2015 Plan”). Since the closing of the ~~Business Combination,~~business combination between Gores Metropoulos, Inc. and Luminar Technologies, Inc. on December 2, 2020 (the “Business Combination”), the Company has not issued any new stock-based awards under the 2015 Plan.

In December 2020, the Board adopted and the Company’s stockholders approved the 2020 Equity Incentive Plan (the “2020 Plan”). The 2020 Plan became effective upon the closing of the Business Combination. Under the 2020 Plan, the Company was originally authorized to issue a maximum number of 36,588,278 shares of Class A common stock.

In June 2022, the Company’s stockholders approved an amendment and restatement of the Company’s 2020 Plan (the “Amended 2020 Plan”) to increase the number of shares of Class A common stock authorized for issuance by 36,000,000 additional shares and added an evergreen provision under which the number of shares of Class A common stock available for issuance under the Amended 2020 Plan will be increased on the first day of each fiscal year of the Company beginning with the 2023 fiscal year and ending on (and including) the first day of the 2030 fiscal year, in an amount equal to the lesser of (i) 5% of the outstanding shares of common stock on the last day of the immediately preceding fiscal year, (ii) 40,000,000 shares or (iii) such number of shares determined by the Board. Pursuant to the evergreen provision, 18,358,365 additional shares of Class A common stock were added to the Amended 2020 Plan on January 1, 2023.

Stock Options

Under the terms of the 2015 Plan, incentive stock options had an exercise price at or above the fair market value of the stock on the date of the grant, while non-qualified stock options were permitted to be granted below fair market value of the stock on the date of grant. Stock options granted have service-based vesting conditions only. The service-based vesting conditions vary, though typically, stock options vest over four years with 25% of stock options vesting on the first anniversary of the grant and the remaining 75% vesting monthly over the remaining 36 months. Option holders have a 10-year period to exercise their options before they expire. Forfeitures are recognized in the period of occurrence.

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Notes to Condensed Consolidated Financial Statements (Unaudited)

~~A summary of the~~The Company’s stock option activity for the ~~nine~~three months ended ~~September 30, 2022~~March 31, 2023 was as follows:


		Number of Common Stock Options	Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Life (Years)	Aggregate Intrinsic Value (In Thousands)			Number of Common Stock Options	Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Life (Years)	Aggregate Intrinsic Value (In Thousands)

Outstanding as of December 31, 2021		11,507,643	$	1.72
Outstanding as of December 31, 2022								Outstanding as of December 31, 2022	8,162,850	$	1.74

Exercised	Exercised	(1,713,280)	1.67					Exercised	(622,042)	1.67
Cancelled/Forfeited	Cancelled/Forfeited	(905,181)	1.67					Cancelled/Forfeited	(155,430)	1.67
Outstanding as of September 30, 2022		8,889,182	1.73		7.00	$	50,117
Outstanding as of March 31, 2023								Outstanding as of March 31, 2023	7,385,378	1.74		6.73	$	35,694

The aggregate intrinsic value of stock options exercised during the ~~nine~~three months ended ~~September 30, 2022~~March 31, 2023 was ~~$16.6~~$3.8 million. The intrinsic value is calculated as the difference between the exercise price and the fair value of the common stock on the exercise date. The total grant-date fair value of the options vested was ~~$2.2~~$1.1 million during the ~~nine~~three months ended ~~September 30, 2022.~~March 31, 2023.

Restricted Stock Awards

Prior to June 30, 2019, the Company granted restricted stock awards (“RSAs”) to employees. Recipients purchased the restricted stock on the grant date and the Company has the right to repurchase the restricted shares at the same price recipients paid to obtain those shares. The restrictions lapse solely based on continued service, and generally lapse over 4 years —25% on the first anniversary of the date of issuance, and the remaining 75% monthly over the remaining 36 months. At the grant date of the award, recipients of restricted stock are granted voting rights and receive dividends on unvested shares. No restricted stock awards have been granted after June 30, 2019.

~~Restricted stock awards~~The Company’s RSAs activity for the ~~nine~~three months ended ~~September 30, 2022~~March 31, 2023 was as follows:

Shares Weighted Average
Grant Date Fair Value
per Share
Outstanding as of December 31, 2021 666,298 $ 1.21
Forfeited (18,382) 1.23
Vested (496,343) 1.18
Outstanding as of September 30, 2022 151,573 1.28


	Shares	Weighted Average Grant Date Fair Value per Share




Outstanding as of December 31, 2022	64,486	$	1.29


Vested	(52,826)	1.30
Outstanding as of March 31, 2023	11,660	1.29

Restricted Stock units

~~The~~Since the closing of the Business Combination, the Company has ~~been granting~~granted restricted stock units (“RSUs”) under the Amended 2020 Plan (and prior to its amendment and restatement, under the 2020 Plan). Each RSU granted under the Amended 2020 Plan represents a right to receive one share of the Company’s Class A common stock when the RSU vests. RSUs generally vest over a period up to six years. The Company has granted certain performance-based equity awards that vest upon achievement of certain performance milestones. The fair value of ~~RSU~~RSUs is equal to the fair value of the Company’s common stock on the date of grant.

~~A summary of the~~The Company’s ~~restricted stock units~~RSUs activity for the ~~nine~~three months ended ~~September 30, 2022~~March 31, 2023 was as follows:


		Shares	Weighted Average Grant Date Fair Value per Share			Shares	Weighted Average Grant Date Fair Value per Share

Outstanding as of December 31, 2021		11,983,032	$	19.56
Outstanding as of December 31, 2022					Outstanding as of December 31, 2022	25,594,035	$	12.66
Granted	Granted	18,026,768	11.14		Granted	9,124,995	7.81
Forfeited	Forfeited	(1,211,044)	16.39		Forfeited	(664,787)	13.15
Vested	Vested	(5,509,721)	15.88		Vested	(3,868,826)	12.60
Outstanding as of September 30, 2022		23,289,035	14.07
Outstanding as of March 31, 2023					Outstanding as of March 31, 2023	30,185,417	11.19

Fixed Value Equity Awards

The Company issues fixed value equity awards to certain employees as a part of their compensation package. These awards are issued as RSUs out of the Amended 2020 Plan (and prior to its amendment and restatement, under the 2020 Plan) and are accounted for as liability classified awards under ASC 718 — Stock Compensation. Fixed value equity awards granted have service-based conditions only and vest quarterly over a period of up to four years. These awards represent a fixed dollar

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Notes to Condensed Consolidated Financial Statements (Unaudited)

amount settled in a variable number of shares determined at each vesting period. Stock-based compensation expense related to these awards was ~~$1.9 million and $5.4 million for the three and nine months ended September 30, 2022, respectively, and $1.2~~$2.9 million and $1.8 million for the three ~~and nine~~ months ended ~~September 30, 2021,~~March 31, 2023 and 2022, respectively.

~~Employee Stock Purchase Plan~~

In December 2020, the Board and the Company’s stockholders adopted the 2020 Employee Stock Purchase Plan (“2020 ESPP”) under which 7,317,655 shares were authorized for issuance. The 2020 ESPP became effective on February 26, 2021.

The 2020 ESPP permits eligible employees to purchase the Company’s Class A common stock through payroll deduction with up to 15% of their pre-tax earnings subject to certain Internal Revenue Code limitations. The purchase price of shares is 85% of the lower of the fair market value of the Company’s common stock on the first day of a six-month offering period, or the relevant purchase date. In addition, no participant may purchase more than 5,000 shares of common stock in each purchase period.

Optogration Milestone Awards

As part of the acquisition of Optogration, ~~acquisition~~Inc. in August 2021, the Company owed up to $22.0 million of post combination compensation related to certain service and performance conditions (“Optogration Milestone Awards”). In August 2022, the Company issued 1,632,056 shares of Class A common stock for $11.0 million of the Optogration Milestone Awards due to achievement of the service and performance conditions. As of ~~September 30, 2022,~~March 31, 2023, it is probable that the service and performance conditions for the remaining $11.0 million obligation will be met. ~~The Company recorded $14.4 million in stock-based compensation expense from inception to September 30, 2022 for Optogration Milestone Awards.~~

Freedom Photonics Awards

As part of the acquisition of Freedom Photonics ~~acquisition~~LLC (“Freedom Photonics”) in April 2022, the Company owes up to $28.3 million of post combination compensation related to certain service and performance conditions. As of ~~September 30, 2022,~~March 31, 2023, it is probable that the remaining conditions will be ~~met, and as a result, the Company recorded $6.0 million in stock-based compensation expense through September 30, 2022.~~met.

Solfice Awards

The Company owes up to $0.7 million of compensation related to certain service and performance ~~conditions.~~conditions related to the acquisition of certain assets from Solfice Research, Inc. in June 2022. As of ~~September 30, 2022,~~March 31, 2023, it is probable that the conditions will be ~~met, and as a result, the Company recorded $0.2 million in stock-based compensation expense through September 30, 2022.~~met.

~~Executive Officer~~Management Awards

On May 2, 2022, the Board granted an award of 10.8 million RSUs to Austin Russell, the Company’s Chief Executive Officer. The grant date fair value per share of the award granted to Mr. Russell was $8.70 per share. ~~This award represents Mr. Russell’s total compensation from the Company.~~ On August 19, 2022, the Board granted 500,000 RSUs to each of Thomas Fennimore, the Company’s Chief Financial Officer, and Alan Prescott, the Company’s Chief Legal Officer. The grant date fair value per share of the awards granted to Mr. Fennimore and Mr. Prescott was $6.12 per share.

The Company measured compensation cost for the above executive officer awards using a Monte Carlo simulation model and recorded $5.5 million and $9.0 million in stock-based compensation expense related to these awards in the three and nine months ended September 30, 2022, respectively. These awards to ~~the executive officers~~Mr. Russell, Mr. Fennimore and Mr. Prescott are subject to all of the following vesting conditions:

•Public Market condition: Achievement of three stock price milestones: $50 or more, $60 or more, and $70 or more. The stock price will be measured based on the volume-weighted average price per share for 90 consecutive trading days;

•Service condition: Approximately 7-years of vesting; and

•Performance condition: Start of production for at least one series production program.

On March 16, 2023, the Board granted a $12.0 million stock-price based award to the Company’s Executive Vice President & General Manager that vests in six tranches of $2.0 million, upon achievement of the six stock price milestones of $20, $25, $30, $40, $50 and $60 based on 90 trading day volume-weighted average price of a share of common stock over a 7.0 years performance period. The grant date fair value per share of the award granted to the said executive was $8.58 per share.

The Company measured the compensation cost for the above management awards using a Monte Carlo simulation model and recorded $5.7 million in stock-based compensation expense related to these awards in the three months ended March 31, 2023.

Compensation expense

Stock-based compensation expense by function was as follows (in thousands):


	Three Months Ended March 31,
	2023		2022
Cost of sales	$	2,662	$	1,786
Research and development	17,471		7,102
Sales and marketing	5,828		2,868
General and administrative	29,993		14,942
Total	$	55,954	$	26,698

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LUMINAR TECHNOLOGIES, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

~~Compensation expense~~

~~Stock-based compensation expense by function was as follows (in thousands):~~

Three Months Ended September 30, Nine Months Ended September 30,
2022 2021 2022 2021
Cost of sales $ 5,430 $ 1,619 $ 14,205 $ 2,829
Research and development 11,326 6,318 27,142 12,743
Sales and marketing 3,821 1,859 9,430 2,979
General and administrative 31,974 23,724 67,097 31,336
Total $ 52,551 $ 33,520 $ 117,874 $ 49,887

Stock-based compensation expense by type of award was as follows (in thousands):


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2022		2021		2022		2021			2023		2022
Equity Classified Awards:	Equity Classified Awards:									Equity Classified Awards:
Stock options	Stock options	$	714	$	1,097	$	1,984	$	2,495	Stock options	$	727	$	522
RSAs	RSAs	162		(469)		183		1,455		RSAs	60		(166)
RSUs	RSUs	39,452		28,697		93,501		41,123		RSUs	38,332		21,509
Management awards										Management awards	5,659		—
ESPP	ESPP	293		—		450		—		ESPP	403		—
Liability Classified Awards:	Liability Classified Awards:									Liability Classified Awards:
Equity settled fixed value	Equity settled fixed value	1,894		1,542		5,013		2,161		Equity settled fixed value	2,881		1,780
Optogration	Optogration	5,312		2,159		8,759		2,159		Optogration	2,581		3,053
Freedom Photonics	Freedom Photonics	3,155		494		5,955		494		Freedom Photonics	4,555		—
Solfice		176		—		234		—

Other	Other	1,393		—		1,795		—		Other	756		—
Total	Total	$	52,551	$	33,520	$	117,874	$	49,887	Total	$	55,954	$	26,698

Note 12. Income Taxes

Provision for income taxes for the three ~~and nine~~ months ended ~~September 30, 2022was~~ ~~$0.2 million~~March 31, 2023 and ~~$0.6~~2022 was $— million and $0.4 million, respectively. ~~The Company had benefit from income taxes of $1.3 million and $1.3 million, respectively, for the~~ ~~three and nine months ended September 30, 2021.~~ The effective tax rate wwas 0.0% and 0.5%~~as 0.2% and~~ ~~0.0%~~ for the ~~nine~~three months ended ~~September 30, 2022~~March 31, 2023 and ~~2021,~~2022, respectively. The effective tax rates differ significantly from the statutory tax rate of 21%, primarily due to the Company’s valuation allowance movement in each period presented.

Note 13. Leases

The Company leases office and manufacturing facilities under non-cancelable operating leases expiring at various dates through ~~September~~November 2028. In ~~October 2021,~~March 2023, the Company entered into a lease agreement commencing on ~~April~~November 1, ~~2022~~2023 for a term of 6561 months through ~~August 31, 2027. In September 2022, the Company entered into a lease agreement for a term of 66 months through February~~November 2028. Some of the Company’s leases include one or more options to renew, with renewal terms that if exercised by the Company, extend the lease term from one to six years. The exercise of these renewal options is at the Company’s discretion. The Company’s lease agreements do not contain any material terms and conditions of residual value guarantees or material restrictive covenants. The Company’s short-term leases and sublease income were not material.

The components of lease expenses ~~for~~ were as follows (in thousands):


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2022		2021		2022		2021			2023		2022
Operating lease cost	Operating lease cost	$	1,722	$	1,202	$	4,435	$	3,560	Operating lease cost	$	1,972	$	1,116
Variable lease cost	Variable lease cost	546		420		1,616		1,324		Variable lease cost	516		385
Total operating lease cost	Total operating lease cost	$	2,268	$	1,622	$	6,051	$	4,884	Total operating lease cost	$	2,488	$	1,501

Supplemental cash flow information related to leases was as follows (in thousands):


	Three Months Ended March 31,
	2023		2022
Cash paid for amounts included in the measurement of lease liabilities:
Cash paid for operating leases included in operating activities	$	(1,695)	$	(1,314)
Right of use assets obtained in exchange for lease obligations:
Operating leases	1,211		5,746

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Notes to Condensed Consolidated Financial Statements (Unaudited)

Supplemental ~~cash flow information related to leases was as follows (in thousands):~~

Nine Months Ended September 30,
2022 2021
Cash paid for amounts included in the measurement of lease liabilities:
Cash paid for operating leases included in operating activities $ (4,430) $ (3,723)
Right of use assets obtained in exchange for lease obligations:
Operating leases 16,749 2,876

~~Supplemental~~ balance sheet information related to leases was as follows (in thousands):


		September 30, 2022		December 31, 2021			March 31, 2023		December 31, 2022
Operating leases:	Operating leases:					Operating leases:
Operating lease right-of-use assets	Operating lease right-of-use assets	$	22,812	$	9,145	Operating lease right-of-use assets	$	20,986	$	21,244
Operating lease liabilities:	Operating lease liabilities:					Operating lease liabilities:
Operating lease liabilities, current	Operating lease liabilities, current	$	6,139	$	4,735	Operating lease liabilities, current	$	5,906	$	5,953
Operating lease liabilities, non-current	Operating lease liabilities, non-current	18,057		5,768		Operating lease liabilities, non-current	17,061		16,989
Total operating lease liabilities	Total operating lease liabilities	$	24,196	$	10,503	Total operating lease liabilities	$	22,967	$	22,942

Weighted average remaining terms were as follows (in years):

September 30, 2022

December 31, 2021

March 31, 2023

December 31, 2022

Weighted average remaining lease term

Operating leases

4.56

2.95

Operating leases

4.38

4.43

Weighted average discount rates were as follows:


		September 30, 2022		December 31, 2021			March 31, 2023		December 31, 2022
Weighted average discount rate	Weighted average discount rate					Weighted average discount rate
Operating leases	Operating leases	5.35	%	2.80	%	Operating leases	5.65	%	5.45	%

Maturities of lease liabilities were as follows (in thousands):


		Operating Leases			Operating Leases
Year Ending December 31,	Year Ending December 31,			Year Ending December 31,
2022 (remaining three months)		$	1,641
2023		6,190
2023 (remaining nine months)				2023 (remaining nine months)	$	4,759
2024	2024	5,123		2024	5,400
2025	2025	5,193		2025	5,477
2026	2026	4,732		2026	5,016
2027	2027	3,927		2027	4,208
Thereafter		1,149
2028				2028	1,363

Total lease payments	Total lease payments	27,955		Total lease payments	26,223
Less: imputed interest	Less: imputed interest	(3,759)		Less: imputed interest	(3,256)
Total leases liabilities	Total leases liabilities	$	24,196	Total leases liabilities	$	22,967

Note 14. Commitments and Contingencies

Purchase and Other Obligations

The Company purchases goods and services from a variety of suppliers in the ordinary course of business. Purchase obligations are defined as agreements that are enforceable and legally binding and that specify all significant terms, including fixed or minimum quantities to be purchased, fixed, minimum, or variable price provisions, and the approximate timing of the transaction. The Company had purchase obligations primarily for purchases of inventory, R&D, and general and administrative activities totaling ~~$111.6~~$81.3 million as of ~~September 30, 2022.~~

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~~LUMINAR TECHNOLOGIES, INC. AND SUBSIDIARIES~~

~~Notes to Condensed Consolidated Financial Statements (Unaudited)~~

In June 2021, the Company entered into an agreement with P3 USA, Inc. (“P3”) to provide engineering, and general and administrative services. Under the said agreement, the Company issued 291,940 shares of Class A common stock to P3 in the third quarter of 2021. In September 2021, the Company entered into an amendment to modify the existing agreement with P3 and among other things, extended the term of the agreement until December 2025. The Company has committed a spend of $30.0 million with P3 over the contracted term.

In May 2022, the Company entered into a strategic investment agreement with ECARX Holdings Inc. (“ECARX”) to purchase 1.5 million shares of class A ordinary shares of ECARX, at a purchase price of $10.00 per share with an aggregate amount of $15.0 million, contingent upon the closing of ECARX’s merger with a special purpose acquisition company, COVA Acquisition Corp., of which Jun Hong Heng is the Chairman and Chief Executive Officer, and a principal shareholder. Mr. Heng is also a director of Luminar. The purchase of such shares can be made with cash or Luminar’s shares of Class A common stock, at the Company’s discretion.March 31, 2023.

Legal Matters

From time to time, the Company is involved in actions, claims, suits and other proceedings in the ordinary course of business, including assertions by third parties relating to intellectual property infringement, breaches of contract or warranties or employment-related matters. When it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated, the Company records a liability for such loss contingencies. The Company’s estimates regarding potential losses and materiality are based on the Company’s judgment and assessment of the claims utilizing currently available information. Although the Company will continue to reassess its reserves and estimates based on future developments, the Company’s objective assessment of the legal merits of such claims may not always be predictive of the outcome and actual results may vary from the Company’s current estimates. The Company’s current legal accrual is not ~~deemed to be significant~~material to the financial statements.

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Notes to Condensed Consolidated Financial Statements (Unaudited)

Note 15. Segment and Customer Concentration Information

Reportable segments are (i) Autonomy Solutions and (ii) ATS. These segments reflect the way the chief operating decision maker (“CODM”) evaluates the Company’s business performance and manages its operations. Each segment has distinct product offerings, customers and market penetration. The Chief Executive Officer is the CODM of the Company.

Autonomy Solutions

This segment manufactures and distributes commercial lidar sensors that measure distance using laser light ~~to generate a highly accurate 3D map~~ for automotive mobility applications. This segment is impacted by trends in ~~and the strength of~~ the autonomous vehicles and associated infrastructure/technology sector.

ATS

This segment is in the business of development of ~~ultra-sensitive pixel-based~~semiconductor technology based lasers and sensors. This segment also designs, tests and provides consulting services for ~~non-standard~~development of integrated ~~circuits that are essential for systems to meet the requirement of customers.~~circuits. This segment is impacted by trends in and the strength of the automobile and aeronautics sector as well as government spending in military and defense activities.

The accounting policies of the operating segments are the same as those described in Note 2. Segment operating results and reconciliations to the Company’s consolidated balances are as follows (in thousands):


		Three Months Ended September 30, 2022											Three Months Ended March 31, 2023
		Autonomy Solutions		ATS		Total reportable segments		Eliminations (1)		Total Consolidated			Autonomy Solutions		ATS		Total reportable segments		Eliminations (1)		Total Consolidated
Revenue:	Revenue:											Revenue:
Revenues from external customers	Revenues from external customers	$	6,777	$	6,008	$	12,785	$	—	$	12,785	Revenues from external customers	$	10,673	$	3,836	$	14,509	$	—	$	14,509
Revenues from internal customer	Revenues from internal customer	3,862		5,558		9,420		(9,420)		—		Revenues from internal customer	4,555		4,550		9,105		(9,105)		—
Total revenue	Total revenue	$	10,639	$	11,566	$	22,205	$	(9,420)	$	12,785	Total revenue	$	15,228	$	8,386	$	23,614	$	(9,105)	$	14,509
Depreciation and amortization	Depreciation and amortization	$	1,176	$	654	$	1,830	$	—	$	1,830	Depreciation and amortization	$	2,326	$	661	$	2,987	$	—	$	2,987
Operating income (loss)	Operating income (loss)	(116,601)		1,868		(114,733)		(221)		(114,954)		Operating income (loss)	(141,584)		(596)		(142,180)		285		(141,895)
Other significant items:	Other significant items:											Other significant items:
Segment assets	Segment assets	765,241		53,000		818,241		(75,733)		742,508		Segment assets	735,264		64,157		799,421		(141,070)		658,351
Inventories, net	Inventories, net	8,838		536		9,374		(221)		9,153		Inventories, net	14,477		479		14,956		(38)		14,918


	Three Months Ended March 31, 2022
	Autonomy Solutions		ATS		Total reportable segments		Eliminations (1)		Total Consolidated
Revenue:
Revenues from external customers	$	5,898	$	957	$	6,855	$	—	$	6,855
Revenues from internal customer	2,361		2,156		4,517		(4,517)		—
Total revenue	$	8,259	$	3,113	$	11,372	$	(4,517)	$	6,855
Depreciation and amortization	$	544	$	261	$	805	$	—	$	805
Operating income (loss)	(82,177)		270		(81,907)		(424)		(82,331)
Other significant items:
Segment assets	815,160		10,992		826,152		(18,352)		807,800
Inventories, net	9,813		199		10,012		—		10,012

(1) Represents the eliminations of all intercompany balances and transactions during the period presented.

Two customers accounted for 28% and 24% of the Company’s revenue for the three months ended March 31, 2023. Two customers accounted for 52% and 23% of the Company’s revenue for the three months ended March 31, 2022.

Note 16. Subsequent Event

On May 8, 2023, the Company entered into an agreement to issue 1,652,892 shares of Class A common stock to a wholly-owned subsidiary of TPK Universal Solutions Limited, for a cash purchase price of $10 million pursuant to a private placement in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended. Additionally, the Company granted an

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LUMINAR TECHNOLOGIES, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

Three Months Ended September 30, 2021
Autonomy
Solutions ATS Total
reportable
segments Eliminations (1) Total
Consolidated
Revenue:
Revenues from external customers $ 7,550 $ 428 $ 7,978 $ — $ 7,978
Revenues from internal customer 2,379 1,516 3,895 (3,895) —
Total revenue $ 9,929 $ 1,944 $ 11,873 $ (3,895) $ 7,978
Depreciation and amortization $ 673 $ 235 $ 908 $ — $ 908
Operating income (loss) (69,614) (787) (70,401) 256 (70,145)
Other significant items:
Segment assets 606,431 11,064 617,495 (9,689) 607,806
Inventories, net 7,531 340 7,871 — 7,871

Nine Months Ended September 30, 2022
Autonomy
Solutions ATS Total
reportable
segments Eliminations (1) Total
Consolidated
Revenue:
Revenues from external customers $ 16,854 $ 12,718 $ 29,572 $ — $ 29,572
Revenues from internal customer 11,658 8,218 19,876 (19,876) —
Total revenue $ 28,512 $ 20,936 $ 49,448 $ (19,876) $ 29,572
Depreciation and amortization $ 2,696 $ 1,678 $ 4,374 $ — $ 4,374
Operating income (loss) (304,370) 2,866 (301,504) (221) (301,725)
Other significant items:
Segment assets 765,241 53,000 818,241 (75,733) 742,508
Inventories, net 8,838 536 9,374 (221) 9,153

Nine Months Ended September 30, 2021
Autonomy
Solutions ATS Total
reportable
segments Eliminations (1) Total
Consolidated
Revenue:
Revenues from external customers $ 17,708 $ 1,892 $ 19,600 $ — $ 19,600
Revenues from internal customer 5,500 3,865 9,365 (9,365) —
Total revenue $ 23,208 $ 5,757 $ 28,965 $ (9,365) $ 19,600
Depreciation and amortization $ 1,963 $ 278 $ 2,241 $ (1) $ 2,240
Operating income (loss) (142,651) (1,100) (143,751) 161 (143,590)
Other significant items:
Segment assets 606,431 11,064 617,495 (9,689) 607,806
Inventories, net 7,531 340 7,871 — 7,871

~~(1) Represents~~option to purchase 1,652,892 additional shares of Class A common stock worth $10 million within 90 days following the ~~eliminations of all intercompany balances and transactions during the period presented.~~

~~Two~~ ~~customers accounted for 30% and 12%~~date of the Company’s revenue for the three months ended September 30, 2022. Two customers accounted for 25% and 13% of the Company’s revenue for the nine months ended September 30, 2022. Two customers accounted for 63% and 24% of the Company’s revenue for the three months ended September 30, 2021. Three customers accounted for 38%, 31% and 11% of the Company’s revenue for the nine months ended September 30, 2021.

~~Note 16. Related Party Transactions~~

~~Equity Investments~~

In February 2021, the Company invested $15.0 million in a special purpose acquisition company, of which Mr. Jun Hong Heng is the Chairman and Chief Executive Officer, and a principal shareholder. Mr. Heng became a director of the Company inagreement.

~~Table of Contents~~

~~LUMINAR TECHNOLOGIES, INC. AND SUBSIDIARIES~~

~~Notes to Condensed Consolidated Financial Statements (Unaudited)~~

June 2021. The terms of such investment were no less favorable to the Company than to other third party investors. During 2021, the Company sold $2.9 million of this investment and had a remaining balance of $12.1 million as of December 31, 2021. The fair value of this investment as of December 31, 2021 was $12.2 million, which was included in marketable securities in the balance sheet. The Company sold this investment in its entirety in the second quarter of 2022.

In June 2022, the Company invested in a special purpose acquisition company through open market purchases, of which Mr. Alec Gores was the Chairman and Chief Executive Officer, and a principal shareholder. The special purpose acquisition company merged with Polestar Automotive Holdings UK PLC on June 24, 2022 and Mr. Gores continues to be a director of the merged company. Mr. Gores is a director of Luminar as well. The balance of this investment as of September 30, 2022 was not material.

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ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

You should read the following discussion in conjunction with the condensed consolidated financial statements and notes thereto included elsewhere in this Form 10-Q and our ~~2021~~ Annual Report on Form 10-K for the year ended December 31, 2022 (the “2022 Annual Report”) filed with the SEC on ~~March 1, 2022.~~February 28, 2023. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those contained in these forward-looking statements due to a number of factors, including those discussed under the caption “Risk Factors” in our ~~2021~~2022 Annual Report ~~and in Part II, Item 1A - “Risk Factors”~~ and elsewhere in this Form 10-Q. See also “Cautionary Note Regarding Forward-Looking Statements” at the beginning of this Form 10-Q.

Overview

~~Luminar is~~We are a global automotive technology company ushering in a new era of vehicle safety and autonomy. We are enabling solutions for series production passenger cars and commercial trucks as well as other targeted markets.

~~Founded in 2012 by President and Chief Executive Officer Austin Russell, Luminar~~We have built a new type of lidar ~~from the chip-level up, with technological breakthroughs across all core components. As a result,~~sensor which we ~~have created what we~~ believe ~~is the lidar sensor that~~ meets the demanding performance, safety, and cost requirements for ~~Level 3 through Level 5~~ autonomous vehicles in production, ~~bypassing the traditional limitations of legacy lidar technology,~~ while also enabling ~~Level 0 through Level 3 (Advanced~~Advanced Driving Assistance Systems (“ADAS”) ~~and/or Luminar Proactive Safety~~TM~~) with our Proactive Safety~~TM solution. Integrating this advanced hardware with our custom developed software stack enables a turn-key autonomous solution to accelerate widespread adoption across automakers at series production scale..

Our lidar hardware and software products help set the standard for safety in the industry and are designed to enable accurate and reliable detections of some of the most challenging “edge cases” autonomous vehicles can encounter on a regular basis. This is achieved by advancing existing lidar range and resolution to new levels, ensuring hard-to-see objects like a tire on the road ahead or a child that runs into the street are not missed, as well as by developing our software to interpret the data needed to inform autonomous and assisted driving decisions.

~~Our presently under development full-stack hardware~~Acquisition of Seagate’s Lidar Business

On January 18, 2023, we completed our purchase of certain assets (including intellectual property (“IP”), equipment and ~~software autonomy solution for cars~~other assets) and ~~trucks as well as our standalone lidar technology offerings~~employees from Seagate Technology LLC and Seagate Singapore International Headquarters Pte. Ltd. (individually and collectively, “Seagate”). These assets are expected to ~~make us one~~secure intellectual property and workforce as part of the ~~leading technology partners~~development of our lidar technology. This transaction has been accounted for ~~the world’s top OEMs.~~as a business combination.

COVID-19 Impact

The ~~coronavirus (COVID-19)~~COVID-19 pandemic ~~has~~and any new developments relating to COVID-19 could adversely ~~affected our and some~~impact certain aspects of our ~~customers’~~ business, ~~operations and has affected, to some extent,~~including product development and industrialization initiatives, timing of shipment of products and provision of services to customers, supply chain, and may impact our financial position and results of operations. We are unable to predict at this time the ~~full extent of the~~ potential adverse ~~impact.~~impacts. For more information on our operations and risks related to health epidemics, including the COVID-19 pandemic, see Item 1A. Risk Factors in our ~~2021~~2022 Annual Report.

Industrialization Update

We ~~achieved start of Iris series production with SAIC’s Rising Auto R7 for launch in China. Additionally, we continue to make progress on~~are executing our industrialization ~~plan. We completed~~plan in conjunction with our automaker partners. In the ~~build phase~~first quarter of ~~our automated assembly line. A separate~~2023, we brought online a new dedicated, highly-automated, high volume ~~production~~manufacturing facility in Mexico. The new facility, built in conjunction with our contract manufacturing partner Celestica, is ~~on track~~expected to ~~be production-ready by~~complete a rigorous validation process throughout the second half of 2023. ~~On the software front, we are~~Also in the ~~process~~first quarter of ~~developing~~2023, we opened a new long-range test and validation facility built for the ~~key software functions~~highest automotive test and validation requirements of ~~automatic emergency braking, highway lane keeping and object detection.~~automotive OEMs for series production.

~~Customer~~Business Updates

In ~~October 2022,~~the first quarter of 2023, we announced the expansion of our partnership with Mercedes-Benz. Mercedes-Benz now plans to integrate our next generation of our lidar, Iris+, and the associated technology across a broad range of its next-generation production vehicle lines by mid-decade.

In addition, Polestar ~~unveiled~~announced plans to expand the integration of our technology onto the Polestar ~~3 electric performance SUV,~~5. This expanded partnership provides a foundation to further collaborate on lidar integration and design on Polestar’s future vehicles.

We have also established new exclusive commercial agreements with Scale AI, Inc. and Pony.ai, Inc. Additionally, we announced an insurance initiative in partnership with Swiss Re intended to demonstrate the effectiveness of lidar-equipped safety systems to reduce insurance losses and develop insurance products that ~~Luminar lidar will be available~~may potentially enable consumers to ~~order from~~access these savings and improve the ~~second quarter~~accessibility of ~~2023.~~our technology.

We identify major commercial wins only when we have entered into a collaboration or partnership agreement and have reason to believe that such engagement is expected to result in future series production. Given the customary business practices in the automotive industry, the rapidly changing nature of the markets in which we compete and that lidar is new, there remains potential risk that our major commercial wins may not ultimately generate any significant revenue. See the discussion under the heading “The period of time from a major commercial win to implementation is long and we are subject to ~~the~~ risks of cancellation or postponement of the contract or unsuccessful implementation” in “Risk Factors” in Item IA of Part I in our ~~2021~~2022 Annual ~~Report filed with the SEC on March 1, 2022.~~Report.

~~Basis of Presentation~~

~~We currently conduct our business through two operating segments: (i) Autonomy Solutions and (ii) ATS.~~

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Basis of Presentation

Our condensed consolidated financial statements include the accounts of our wholly-owned subsidiaries. We have eliminated intercompany accounts and transactions.

Components of Results of Operations

Revenue

Our business and revenue producing activities are organized in two operating segments: (i) Autonomy Solutions and (ii) ~~ATS.~~Advanced Technologies and Services (“ATS”).

The Autonomy Solutions segment is engaged in design, manufacturing, and sale of lidar sensors catering mainly to the OEMs in the automobile, commercial vehicle, robo-taxi and adjacent industries. The Autonomy Solutions segment revenue also includes fees earned from non-recurring engineering services provided to customers in connection with customization of our sensor and software products, as well as revenue generated from licensing of certain information.

The ATS segment provides advanced semiconductors and related components, as well as design, test and consulting services to the Autonomy Solutions segment ~~as well as~~and to various third-party customers, including government agencies and defense contractors, in markets generally unrelated to autonomous vehicles.

Revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. Fixed fee arrangements are satisfied over time and utilize the input method based on costs incurred. Accordingly, revenue for fixed fee arrangements is recognized on a percentage of completion basis. Certain customer contracts are also structured as time and materials and billed at cost of time incurred plus a markup. Such time and material contracts are recognized over time.

Two customers accounted for ~~30%~~28% and ~~12%~~24% of the Company’s revenue for the three months ended ~~September 30, 2022.~~March 31, 2023. Two customers accounted for ~~25%~~52% and ~~13% of the Company’s revenue for the nine months ended September 30, 2022. Two customers accounted for 63% and 24%,~~23% of the Company’s revenue for the three months ended ~~September 30, 2021. Three customers accounted for 38%, 31% and 11% of the Company’s revenue for the nine months ended September 30, 2021.~~March 31, 2022.

Cost of sales and gross profit (loss)

Cost of sales includes the fixed and variable manufacturing cost of our lidar sensors, which primarily consists of personnel-related costs including ~~certain engineering personnel and~~ stock-based compensation expense for personnel engaged in manufacturing, engineering, and material purchases from third-party contract manufacturers and suppliers which are directly associated with our manufacturing process. Cost of sales includes cost of providing services to customers, depreciation and amortization for manufacturing fixed assets or equipment, cost of components, product testing and launch-related costs, an allocated portion of overhead, facility and information technology (“IT”) costs, write downs for excess and obsolete inventory and shipping costs.

Gross profit (loss) equals revenue less cost of sales.

Operating Expenses

Research and Development (R&D)

R&D costs are expensed as incurred. Design and development costs for products to be sold under long-term supply arrangements are expensed as incurred. Design and development costs for molds, dies, and other tools involved in developing new technology are expensed as incurred.

Our R&D efforts are focused on enhancing and developing additional functionality for our existing products and on new product development, including new releases and upgrades to our lidar sensors and integrated software solutions. R&D expenses consist primarily of:

•Personnel-related expenses, including salaries, benefits, and stock-based compensation expense, for personnel in our research and engineering functions;

•Expenses related to materials, software licenses, supplies and third-party services;

•Prototype expenses; and

•An allocated portion of facility and IT costs and depreciation.

The ATS segment provides certain services and components to the Autonomy Solutions segment which are recorded as cost of goods sold or research and development costs depending on the nature and use of such services and components by the Autonomy Solutions segment. These inter-segment transactions are eliminated in our consolidated results. We expect our R&D costs to increase for the foreseeable future as we continue to invest in research and development activities to achieve our product ~~roadmap.~~roadmap, and we expect to continue to incur operating losses for at least the foreseeable future due to continued R&D investments.

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Sales and Marketing Expenses

Sales and marketing expenses consist of personnel and personnel-related expenses, including stock-based compensation of our business development team, as well as advertising and marketing expenses. These include the cost of marketing programs, trade shows, promotional materials, demonstration equipment, an allocated portion of facility and IT costs and depreciation.

We expect to increase our sales and marketing activities, mainly in order to continue to build out our geographic presence to be closer to our partners and better serve them. We also expect that our sales and marketing expenses will increase over time as we continue to hire additional personnel to scale our business.

General and Administrative Expenses

General and administrative expenses consist of personnel and personnel-related expenses, including stock-based compensation of our executive, finance, human resources, information systems and legal departments as well as legal and accounting fees for professional and contract services.

We expect our general and administrative expenses to increase for the foreseeable future as we scale headcount with the growth of our business, and as a result of operating as a public company, including compliance with the rules and regulations of the SEC, legal, audit, additional insurance expenses, investor relations activities, and other administrative and professional services.

Change in Fair Value of Warrants

The warrant liabilities are classified as marked-to-market liabilities and the corresponding increase or decrease in value is reflected in change in fair value of warrants.

Interest Income and Other, and Interest Expense and Other

Interest income and other consists primarily of income earned on our cash equivalents and marketable securities. These amounts will vary based on our cash, cash equivalents and marketable securities balances, and also with market rates. It also includes realized gains and losses related to the marketable securities, as well as impact of gains and losses related to foreign exchange ~~transactions.~~transactions, and impairment of investments and certain other assets. Interest expense and other consisted primarily of interest on convertible senior ~~notes issued in December 2021, finance leases and interest on our senior secured term loan facility, which was repaid upon consummation of the Business Combination.~~notes.

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Results of Operations for the Three ~~and Nine~~ Months Ended ~~September 30,~~March 31, 2023 and 2022 ~~and 2021~~

The results of operations presented below should be reviewed in conjunction with the condensed consolidated financial statements and notes included elsewhere in this Form 10-Q. The following table sets forth our consolidated results of operations data for the periods presented (in thousands):


		Three Months Ended September 30,								Nine Months Ended September 30,									Three Months Ended March 31,
		2022		2021		$ Change		% Change		2022		2021		$ Change		% Change			2023		2022		$ Change		% Change
Revenue	Revenue	$	12,785	$	7,978	$	4,807	60	%	$	29,572	$	19,600	$	9,972	51	%	Revenue	$	14,509	$	6,855	$	7,654	112	%
Cost of sales	Cost of sales	28,511		10,762		17,749		165	%	73,257		26,254		47,003		179	%	Cost of sales	29,133		16,654		12,479		75	%
Gross loss	Gross loss	(15,726)		(2,784)		(12,942)		465	%	(43,685)		(6,654)		(37,031)		557	%	Gross loss	(14,624)		(9,799)		(4,825)		49	%
Operating Expenses:	Operating Expenses:																	Operating Expenses:
Research and development	Research and development	46,308		25,890		20,418		79	%	120,358		59,813		60,545		101	%	Research and development	69,052		33,109		35,943		109	%
Sales and marketing	Sales and marketing	10,111		5,868		4,243		72	%	26,698		12,010		14,688		122	%	Sales and marketing	13,729		9,398		4,331		46	%
General and administrative	General and administrative	42,809		35,603		7,206		20	%	110,984		65,113		45,871		70	%	General and administrative	44,490		30,025		14,465		48	%
Total operating expenses	Total operating expenses	99,228		67,361		31,867		47	%	258,040		136,936		121,104		88	%	Total operating expenses	127,271		72,532		54,739		75	%
Loss from operations	Loss from operations	(114,954)		(70,145)		(44,809)		64	%	(301,725)		(143,590)		(158,135)		110	%	Loss from operations	(141,895)		(82,331)		(59,564)		72	%
Other income (expense), net:	Other income (expense), net:																	Other income (expense), net:

Change in fair value of warrants	Change in fair value of warrants	(1,231)		17,072		(18,303)		(107)	%	6,645		(22,649)		29,294		(129)	%	Change in fair value of warrants	(1,054)		(3,857)		2,803		(73)	%

Interest expense and other		(2,660)		(374)		(2,286)		611	%	(9,088)		(860)		(8,228)		957	%
Interest income and other		1,470		843		627		74	%	3,612		1,744		1,868		107	%
Interest expense																		Interest expense	(1,665)		(3,280)		1,615		(49)	%
Interest income																		Interest income	1,905		1,071		834		78	%
Other income (expense)																		Other income (expense)	(4,065)		468		(4,533)		n/m
Total other income (expense), net	Total other income (expense), net	(2,421)		17,541		(19,962)		(114)	%	1,169		(21,765)		22,934		(105)	%	Total other income (expense), net	(4,879)		(5,598)		719		(13)	%
Loss before provision for (benefit from) income taxes		(117,375)		(52,604)		(64,771)		123	%	(300,556)		(165,355)		(135,201)		82	%
Provision for (benefit from) income taxes		175		(1,264)		1,439		nm		566		(1,262)		1,828		nm
Loss before provision for income taxes																		Loss before provision for income taxes	(146,774)		(87,929)		(58,845)		67	%
Provision for income taxes																		Provision for income taxes	—		404		(404)		nm
Net loss	Net loss	$	(117,550)	$	(51,340)	$	(66,210)	129	%	$	(301,122)	$	(164,093)	$	(137,029)	84	%	Net loss	$	(146,774)	$	(88,333)	$	(58,441)	66	%

Revenue

The following table sets forth a breakdown of ~~our~~ revenue by ~~these~~ segments for the periods presented (in thousands):


		Three Months Ended September 30,				Nine Months Ended September 30,			Three Months Ended March 31,
		2022		2021			2022			2021			2023		2022
Revenue from sales to external customers:	Revenue from sales to external customers:											Revenue from sales to external customers:
Autonomy Solutions	Autonomy Solutions	$	6,777	$	7,550		$	16,854		$	17,708	Autonomy Solutions	$	10,673	$	5,898
ATS	ATS	6,008		428			12,718			1,892		ATS	3,836		957
Total	Total	$	12,785	$	7,978		$	29,572		$	19,600	Total	$	14,509	$	6,855

The increase in revenue of our Autonomy Solutions segment in the three months ended March 31, 2023 compared to the same period in 2022 was due to an increase in sales of sensors. The increase in revenue of our ATS segment in the three ~~and nine~~ months ended ~~September 30, 2022~~March 31, 2023 compared to the same ~~periods~~period in ~~2021 was~~2022 primarily ~~driven by an increase in revenue~~resulted from the ~~Optogration, Inc. and~~acquisition Freedom Photonics LLC (“Freedom Photonics”) acquisitions. The change in revenue of our Autonomy Solutions segment in the three and nine months ended September 30, 2022 compared to the same periods in 2021 was due to a decrease in revenue from customization/ non-recurring engineering services as certain projects were completed or are approached completion, offset by an increase in sales of sensors and licensing of certain of our information..

Cost of Sales

The ~~$17.7~~$12.5 million ~~and $47.0 million increases~~increase in the cost of sales in the three ~~and nine~~ months ended ~~September 30, 2022,~~March 31, 2023, compared to the same ~~periods~~period in ~~2021, were~~2022, was primarily due to costs ~~related to start of commercial production,~~associated with increase in sales of sensors, ~~and increases~~accrual for loss in ~~customization /~~certain NRE ~~services and tooling costs, as well as impairment of inventory and costs associated with~~arrangements, industrialization of Iris as we approach closer to series production ~~readiness.~~readiness and impairment of inventory due to changes in design of our sensors as we get closer to series production.

Operating Expenses

Research and Development

The ~~$20.4~~$35.9 million ~~and $60.5 million increases~~increase in research and development expenses in the three ~~and nine~~ months ended ~~September 30, 2022~~March 31, 2023 compared to the same ~~periods~~period in ~~2021 were~~2022 was primarily due to:

•a ~~$8.9 million and $25.4~~$16.5 million increase in personnel-related costs driven mainly by increased headcount and an increase in stock-based compensation expense; and

•a ~~$9.0 million and $29.6~~$17.5 million increase in purchased supplies, contractor fees and external spend in relation to continued development and testing of our sensor and software products, ~~as well as~~ development activities related to advanced ~~manufacturing.~~manufacturing as well as data labeling services.

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Sales and Marketing

The ~~$4.2~~$4.3 million ~~and $14.7 million increases~~increase in sales and marketing expenses for the three ~~and nine~~ months ended ~~September 30, 2022~~March 31, 2023 compared to the same ~~periods~~period in ~~2021~~2022 were primarily due to:

•a ~~$2.8 million and $8.7~~$3.3 million increase in personnel related costs including stock-based compensation costs due to increased headcount; and

•a ~~$1.1 million and $4.5~~$0.7 million increase in marketing expenses related to trade shows and presentations in auto industry conventions as well as increased costs for outside consultants ~~costs~~ related to business development activities.

General and Administrative

The ~~$7.2~~$14.5 million increase in general and administrative expenses for the three months ended ~~September 30, 2022~~March 31, 2023 compared to the same period in ~~2021~~2022 was primarily due to a ~~$10.3~~$17.0 million increase in personnel costs, including stock-based compensation costs, partially offset by a ~~$1.6 million decrease in travel cost and a $0.9~~$1.9 million decrease in legal, outside consultants, contractors and other costs.

The $45.9 million increase in general and administrative expenses for the nine months ended September 30, 2022 compared to the same period in 2021 was primarily due to a $41.1 million increase in personnel costs including stock-based compensation costs, driven mainly by increased headcount; a $3.7 million increase in costs associated with being a public company, including audit fees and tax advisory fees; and a $3.6 million increase in legal and other costs associated with our acquisition of Freedom Photonics and certain assets of Solfice Research, Inc. (“Solfice”).

Change in Fair Value of Warrant Liabilities

The change in fair value of warrant liabilities is a non-cash benefit or charge due to the corresponding decrease or increase in the estimated fair value of warrants.

~~In January 2022 and April 2022, 1,389,529 and 19,223 Private Warrants were exercised.~~ The non-cash ~~charge~~gain related to warrants issued in a private placement in connection with the initial public offering of Gores Metropoulos, Inc. (“Private ~~Warrants~~Warrants”) was ~~$1.2~~$1.1 million for the three months ended ~~September 30, 2022. The non-cash gain related to Private Warrants was $6.6 million for the nine months ended September 30, 2022.~~March 31, 2023.

Segment Operating Income or Loss

Segment income or loss is defined as income or loss before taxes. Our segment income or loss breakdown is as follows (in thousands):


		Three Months Ended September 30,								Nine Months Ended September 30,									Three Months Ended March 31,
		2022		2021		$ Change		% Change		2022		2021		$ Change		% Change			2023		2022		$ Change		% Change
Segment operating income (loss)	Segment operating income (loss)																	Segment operating income (loss)
Autonomy Solutions	Autonomy Solutions	$	(116,601)	$	(69,614)	$	(46,987)	67	%	$	(304,370)	$	(142,651)	$	(161,719)	113	%	Autonomy Solutions	$	(141,584)	$	(82,177)	$	(59,407)	72	%
ATS	ATS	1,868		(787)		2,655		337	%	2,866		(1,100)		3,966		361	%	ATS	(596)		270		(866)		321	%

Liquidity and Capital Resources

Sources of Liquidity and Capital Requirements

Our capital requirements will depend on many factors, including ~~lidar and software sales~~ volume, the timing and extent of spending to support R&D efforts, investments in ~~information technology systems,~~manufacturing equipment and facilities, the expansion of sales and marketing activities, ~~and~~ market adoption of new and enhanced products and ~~features.~~features, and investments in information technology systems. Until we can generate sufficient revenue from sale of products and services to cover our operating expenses, working capital, and capital expenditures, we expect our cash, cash equivalents and marketable securities, and proceeds from debt and/or equity financings to fund our cash needs. If we are required to raise additional funds by issuing equity securities, dilution to stockholders would result. Any equity securities issued may also provide for rights, preferences or privileges senior to those of holders of our common stock. If we raise funds by issuing debt securities, these debt securities may have rights, preferences and privileges senior to those of holders of our common stock. The terms of debt securities or borrowings could impose significant restrictions on our operations. The credit market and financial services ~~industries~~industry have in the past, and may in the future, experience periods of uncertainty that could impact the availability and cost of equity and debt financing.

We expect to continue to invest in our product and software development as well as incur efforts to build customer relations and markets. Further, we expect to invest in developing advanced manufacturing capabilities, both, internally as well as with our contract manufacturing partners. ~~For example, in January 2022, we executed an arrangement with Celestica committing approximately $26.9 million for purchase of capital equipment as well as engineering efforts related to~~

~~Table of Contents~~

~~manufacturing process.~~ We expect to fund these product and business development initiatives and capital expenditures either through our cash, cash equivalents and marketable securities or through issuance of shares of our Class A common stock to vendors and third parties for services provided (“Stock-in-lieu of Cash ~~Program.~~Program”).

On February 28, 2023, we entered into an agreement (the “Sales Agreement”) with Virtu Americas LLC (the “Agent”) under which we may offer and sell, from time to time in its sole discretion, shares of the Company’s Class A Common Stock with aggregate gross sales proceeds of up to $75,000,000 through an equity offering program under which Virtu Americas LLC will act as sales agent (the “Equity Financing Program”). We intend to use the net proceeds from offerings under the Equity

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Financing Program primarily for expenditures or payments in connection with strategic merger and acquisition opportunities, as well as potential strategic investments, partnerships and similar transactions.

Under the Sales Agreement, we set the parameters for the sale of the shares, including the number of shares to be issued, the time period during which sales are requested to be made, limitations on the number of shares that may be sold in any one trading day and any minimum price below which sales may not be made. Subject to the terms and conditions of the Sales Agreement, the Agent has agreed to use its commercially reasonable efforts, consistent with its normal trading and sales practices, to sell the shares by methods deemed to be an “at the market” offering as defined in Rule 415 promulgated under the Securities Act of 1933, as amended, including sales made through The Nasdaq Global Select Market.

We issued 2,759,689 shares of Class A common stock under the Equity Financing Program during the three months ended March 31, 2023 for net proceeds of $22.7 million. As of ~~September 30, 2022,~~March 31, 2023, $52.1 million of Class A Common Stock was available for sale under the program.

As of March 31, 2023, we had cash and cash equivalents totaling ~~$56.1~~$89.9 million and marketable securities of ~~$497.0~~$332.4 million, totaling ~~$553.1~~$422.3 million of total liquidity. To date, our principal sources of liquidity have been proceeds received from issuances of debt and equity. Market and economic conditions, such as the increase in interest rates by federal agencies, may materially impact relative cost and mix of these sources of liquidity.

To date, we have not generated positive cash flows from operating activities and have incurred significant losses from operations in the past as reflected in our accumulated deficit of ~~$1.1~~$1.4 billion as of ~~September 30, 2022.~~March 31, 2023. We expect to continue to incur operating losses for at least the foreseeable future due to continued R&D ~~and other infrastructure~~ investments that we ~~have made and~~ intend ~~to continue~~ to make in our business and, as a result, we may require additional capital resources to grow our business. We believe that current cash, cash equivalents, and marketable securities will be sufficient to continue to execute our business strategy in the next 12 months and until we expect to begin series production.

Cash Flow Summary

The following table summarizes our cash flows for the periods presented:


		Nine months ended September 30,					Three months ended March 31,
		2022		2021			2023		2022
Net cash provided by (used in):	Net cash provided by (used in):					Net cash provided by (used in):
Operating activities	Operating activities	$	(133,559)	$	(94,256)	Operating activities	$	(64,674)	$	(32,837)
Investing activities	Investing activities	$	(59,080)	$	(143,576)	Investing activities	62,599		(94,395)
Financing activities	Financing activities	$	(80,760)	$	158,161	Financing activities	23,129		(43,344)

Operating Activities

Net cash used in operating activities was ~~$133.6~~$64.7 million during the ~~nine~~three months ended ~~September 30, 2022.~~March 31, 2023. Net cash used in operating activities was due to our net loss of ~~$301.1~~$146.8 million adjusted for non-cash items of ~~$163.3~~$76.4 million, primarily consisting of ~~$117.9~~$56.0 million of stock-based compensation, ~~$32.5~~$5.7 million of vendor payments in stock in lieu of cash, $5.5 million of inventory write-offs and ~~$6.6~~write-downs, $3.0 million of loss on marketable securities, $3.0 million of depreciation and amortization and $1.1 million of change in fair value of warrant liabilities, ~~offset~~and cash provided by ~~use of cash for~~ operating assets and liabilities of ~~$4.3~~$5.7 million due to the timing of cash receipts from customers and cash payments to ~~vendors and cash receipts from customers.~~vendors.

Investing Activities

Net cash ~~used in~~provided by investing activities of ~~$59.1~~$62.6 million in the ~~nine~~three months ended ~~September 30, 2022~~March 31, 2023 was comprised of $363.9 million related to purchases of marketable securities, $11.3 million in capital expenditures, $4.8 million net cash paid for acquisitions of Freedom Photonics and assets from Solfice, and $2.0 million in advances for capital projects and equipment, offset by $68.8 million and $254.1 million, respectively, of cash proceeds from sales and maturities of marketable ~~securities.~~securities of $20.2 million and $148.3 million, respectively, offset by $81.6 million related to purchases of marketable securities, $11.7 million in cash spent for capital expenditures, and $12.6 million cash paid for acquisition of certain assets of Seagate.

Financing Activities

Net cash ~~used in~~provided by financing activities of ~~$80.8~~$23.1 million in the ~~nine~~three months ended ~~September 30, 2022~~March 31, 2023 was comprised primarily of ~~$80.9~~$22.7 million cash ~~paid for repurchases~~received from sale and issuance of shares of Class A common stock under the Equity Financing Program and ~~$2.8~~$1.0 million cash received from exercises of stock options, offset by and $0.6 million cash paid for employee taxes related to stock-based ~~awards, offset by $2.9 million cash received from exercises of stock options.~~awards.

Critical Accounting Policies and Estimates

Our condensed consolidated financial statements are prepared in accordance with ~~U.S. GAAP.~~generally accepted accounting principles in the United States. The preparation of these financial statements requires us to make estimates and assumptions that

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affect the reported amounts of assets, liabilities, revenue, expenses and related disclosures. On an ongoing basis, we evaluate our estimates and assumptions. Our actual results may differ from these estimates under different assumptions or conditions.

We believe our critical accounting policies involve the greatest degree of judgment and complexity and have the greatest potential impact on our condensed consolidated financial statements.

During the three ~~and nine~~ months ended ~~September 30, 2022,~~March 31, 2023, there were no significant changes to our critical accounting policies and estimates. For a more detailed discussion of our critical accounting policies and estimates, please refer to our ~~2021~~2022 Annual Report and Note 2 of the notes to condensed consolidated financial statements included in this Form 10-Q.

Recent Accounting Pronouncements

See Note 2 of the notes to condensed consolidated financial statements included in this Form 10-Q.

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ITEM 3. Quantitative and Qualitative Disclosures about Market Risk.

We are exposed to market risk in the ordinary course of our business. Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. Our market risk exposure is primarily a result of fluctuations in interest rates and foreign currency exchange rates. We do not hold or issue financial instruments for trading purposes. For a discussion of market risk, see “Quantitative and Qualitative Disclosure about Market Risk” in Item 7A of our ~~2021~~2022 Annual Report. Our exposure to market risk has not changed materially since December 31, ~~2021.~~2022.

We had cash and cash equivalents, and marketable securities totaling ~~$553.1~~$422.3 million as of ~~September 30, 2022.~~March 31, 2023. Cash equivalents and marketable securities were invested primarily in U.S. treasury securities, commercial paper, corporate bonds, U.S. agency and government sponsored securities, equity investments and asset-backed securities. Our investment policy is focused on the preservation of capital and supporting our liquidity needs. Under the policy, we invest in highly rated securities, while limiting the amount of credit exposure to any one issuer other than the U.S. government. We do not invest in financial instruments for trading or speculative purposes, nor do we use leveraged financial instruments. We utilize external investment managers who adhere to the guidelines of our investment policy. A hypothetical 100 basis point change in interest rates would not have a material impact on the value of our cash and cash equivalents or marketable investments.

As of ~~September 30, 2022,~~March 31, 2023, the principal amount outstanding of our Convertible Senior Notes was $625.0 million. The fair value of the Convertible Senior Notes is subject to interest rate risk, market risk and other factors due to their conversion features. The fair value of the Convertible Senior Notes will generally increase as our common stock price increases and will generally decrease as our common stock price declines. The interest and market value changes affect the fair value of the Convertible Senior Notes but do not impact our financial position, cash flows or results of operations due to the fixed nature of the debt obligations. We carry the Convertible Senior Notes at face value less unamortized discount on our consolidated balance sheets.

Our Convertible Senior Notes bear fixed interest rate, and therefore, are not subject to interest rate risk. We have not utilized derivative financial instruments, derivative commodity instruments or other market risk sensitive instruments, positions or transactions in any material fashion, except for the privately negotiated capped call transactions entered into in December 2021 related to the issuance of our Convertible Senior Notes.

Our results of operations and cash flows are subject to fluctuations due to changes in foreign currency exchange rates. Currently, all of our revenue is generated in U.S. dollars. Our expenses are generally denominated in the currencies of the jurisdictions in which we conduct our operations, which are primarily in the U.S. and in Europe. Luminar’s results of operations and cash flows in the future may be adversely affected due to an expansion of non-U.S. dollar denominated contracts, growth of its international entities, and changes in foreign exchange rates. The effect of a hypothetical 10% change in foreign currency exchange rates applicable to our business would not have a material impact on our historical or current consolidated financial statements. To date, we have not engaged in any hedging strategies. As our international operations grow, we will continue to reassess our approach to manage the risk relating to fluctuations in currency rates.

ITEM 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of March 31, 2023.

Based on management’s evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of March 31, 2023, our disclosure controls and procedures were designed, and were effective, to provide assurance at a reasonable level that the information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms, and that such information is accumulated and communicated to our management as appropriate to allow timely decisions regarding required disclosures.

In designing and evaluating our disclosure controls and procedures, management recognizes that any disclosure controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Our management, with the participation of our Chief Executive Officer (CEO) and Chief Financial Officer (CFO), has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the fiscal quarter ended September 30, 2022. Based on this evaluation and for the reasons set forth below, our CEO and CFO have concluded that our disclosure controls and procedures were not effective as of September 30, 2022 due to the material weaknesses in internal control over financial reporting disclosed in Part II, Item 9A of our 2021 Annual Report.

~~Previously identified material weaknesses~~

As discussed in Part II, Item 9A in our 2021 Annual Report, we identified deficiencies in the control environment, control activities, information & communication, and monitoring components of the Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO framework”) that constitute material weaknesses, either individually or in the aggregate. The material weaknesses in these components of the COSO framework resulted from a lack of sufficient number of qualified personnel within our accounting and internal audit

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functions who possessed an appropriate level of expertise to effectively perform certain functions and activities and led to additional material weaknesses, as discussed in Part II, Item 9A in our 2021 Annual Report.

Notwithstanding the conclusion by our CEO and CFO that our disclosure controls and procedures as of September 30, 2022 were not effective, and notwithstanding the identified material weaknesses, management, including our CEO and CFO, believes the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q fairly represent in all material respects our financial condition, results of operations and cash flows at and for the periods presented in accordance with U.S. GAAP.

~~Remediation Plan and Status~~

Management is committed to remediating the material weaknesses identified as promptly as possible. As part of our remediation plan described in Part II, Item 9A in our 2021 Annual Report, we are continuing to test the ongoing operating effectiveness of new and existing controls. The material weaknesses cannot be considered completely remediated until the applicable controls have operated for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively. We cannot assure you that the measures we have taken to date, and are continuing to implement, will be sufficient to remediate the material weaknesses we have identified or avoid potential future material weaknesses.

During the nine months ended September 30, 2022, we continued to initiate and will continue to implement measures designed to improve our internal control over financial reporting to remediate this material weakness, including the following:

•During 2021, we initiated formalizing our internal controls environment and had performed a risk assessment and scoping of key systems and business processes, including a risk assessment at the financial statement assertion level to ensure that the level of precision of relevant controls is adequate to address the identified risks. We are continuing to revise our risk assessment and scoping to rectify the deficiencies noted, enhance design and implement new controls, expand education and training, update documentation and strengthen supervisory reviews by our management. We continue to remediate the design effectiveness of certain specific controls and test the operating effectiveness of the remediated controls in 2022.

•We have added and we continue to be in the process of adding sufficient number of qualified personnel within our accounting function. In the fourth quarter of 2021, we hired our new Chief Accounting Officer, and in the first nine -months of 2022, we hired our new Corporate Controller, Assistant Corporate Controller, Vice President of Internal Audit, Head of Accounting Operations as well as various other personnel. We will further invest in building an in-house internal audit function and hire further personnel with accounting, financial reporting, and compliance experience as necessary.

•We are in the process of strengthening access and segregation of duties related Information Technology General Controls related to financial accounting and reporting systems. We are increasing standardization and automation within accounting processes to improve the reliability of information used by existing accounting personnel. We are revising our information technology general controls in the context of the systems and applications used in the key processes to address access changes segregation of duties related deficiencies.

•~~We continue to provide training, implement technology tools, and enhance oversight over the execution and review of manual journal entry controls.~~

Changes in Internal Control Over Financial Reporting

~~Other than~~During the ~~above-mentioned remediation efforts,~~three months ended March 31, 2023, there ~~were~~was no ~~changes~~change in our internal control over financial reporting ~~during the quarter ended September 30, 2022~~ that ~~have~~has materially affected, or ~~are~~is reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1. Legal Proceedings.

Information with respect to this Item may be found under the heading “Legal Matters” in Note 14 to the condensed consolidated financial statements in this Form 10-Q, which information is incorporated herein by reference.

ITEM 1A. Risk Factors.

There have been no material changes from the Risk Factors previously disclosed in Part 1, Item 1A, of our ~~2021~~2022 Annual Report. You should carefully consider the Risk Factors discussed in our ~~2021~~2022 Annual Report as they could materially affect our business, financial condition and future results of operation.

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds

Unregistered Sales of Equity Securities

On ~~September 28, 2022,~~March 2, 2023, we issued ~~353,403~~1,564,822 shares of Class A ~~Common Stock~~common stock in lieu of cash to ~~GVA Mena DWC-LLC~~a certain vendor for ~~services rendered to us~~purchases of certain hardware, software and data labeling services. The shares were issued pursuant to a private placement in reliance on Section 4(a)(2) of the Securities Act of 1933.

ITEM 3. Defaults Upon Senior Securities.

None.

ITEM 4. Mine Safety Disclosures.

Not applicable.

ITEM 5. Other Information.

~~None.~~We are reporting the following information in lieu of reporting on a Current Report on Form 8-K under Item 3.02 – Unregistered Sales of Equity Securities.

On May 8, 2023, we entered into an agreement to issue 1,652,892 shares of Class A common stock to a wholly-owned subsidiary of TPK Universal Solutions Limited, for a cash purchase price of $10 million, pursuant to a private placement in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). Additionally, we granted an option to purchase 1,652,892 additional shares of Class A common stock worth $10 million within 90 days following the date of the agreement.

On May 9, 2023, we issued 401,546 shares of Class A common stock to a certain service provider for services pursuant to a private placement in reliance on Section 4(a)(2) of the Securities Act.

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ITEM 6. Exhibits.
Incorporation by Reference
Exhibit Number Description Form File Number Exhibit/Appendix Reference Filing Date Filed Herewith
3.1
Second Amended and Restated Certificate of Incorporation of the Company.
8-K/A 001-38791 3.1 12/8/20
3.2
Amended and Restated Bylaws of the Company.
8-K/A 001-38791 3.2 12/8/20
31.1
Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15(d)-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
X
31.2
Certification of Principal Financial Officer pursuant to Rules 13a-14(a) and 15(d)-14(a) under the Securities Exchange Act of 1934, as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
X
32.1
Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Furnished
herewith
101.INS XBRL Instance Document X
101.SCH XBRL Taxonomy Extension Schema Document X
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document X
101.DEF XBRL Taxonomy Extension Definition Linkbase Document X
101.LAB XBRL Taxonomy Extension Label Linkbase Document X
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document X
104 Cover Page Interactive Data File (formatted as Inline XBRL). X

Incorporation by Reference

Exhibit Number

Description

Form

File Number

Exhibit/Appendix Reference

Filing Date

Filed Herewith

3.1

Second Amended and Restated Certificate of Incorporation of the Company.

8-K/A

001-38791

3.1

12/8/20

3.2

Amended and Restated Bylaws of the Company (as amended on March 17. 20 23).

8-K

001-38791

3.1

03/21/23

31.1

Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15(d)-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2

Certification of Principal Financial Officer pursuant to Rules 13a-14(a) and 15(d)-14(a) under the Securities Exchange Act of 1934, as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1

Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Furnished
herewith

101.INS

XBRL Instance Document

101.SCH

XBRL Taxonomy Extension Schema Document

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

XBRL Taxonomy Extension Label Linkbase Document

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document

104

Cover Page Interactive Data File (formatted as Inline XBRL).

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SIGNATURES.

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	Luminar Technologies, Inc.

Date: ~~November 4, 2022~~May 9, 2023	By:	/s/ Austin Russell
		Austin Russell
		President, Chief Executive Officer and ~~Chairman~~Chairperson of the Board ~~of Directors~~
		(Principal Executive Officer)



		/s/ Thomas J. Fennimore
		Thomas J. Fennimore
		Chief Financial Officer
		(Principal Financial Officer)

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	Three Months Ended September 30, 2021
	Autonomy Solutions		ATS		Total reportable segments		Eliminations (1)		Total Consolidated
Revenue:
Revenues from external customers	$	7,550	$	428	$	7,978	$	—	$	7,978
Revenues from internal customer	2,379		1,516		3,895		(3,895)		—
Total revenue	$	9,929	$	1,944	$	11,873	$	(3,895)	$	7,978
Depreciation and amortization	$	673	$	235	$	908	$	—	$	908
Operating income (loss)	(69,614)		(787)		(70,401)		256		(70,145)
Other significant items:
Segment assets	606,431		11,064		617,495		(9,689)		607,806
Inventories, net	7,531		340		7,871		—		7,871


	Nine Months Ended September 30, 2021
	Autonomy Solutions		ATS		Total reportable segments		Eliminations (1)		Total Consolidated
Revenue:
Revenues from external customers	$	17,708	$	1,892	$	19,600	$	—	$	19,600
Revenues from internal customer	5,500		3,865		9,365		(9,365)		—
Total revenue	$	23,208	$	5,757	$	28,965	$	(9,365)	$	19,600
Depreciation and amortization	$	1,963	$	278	$	2,241	$	(1)	$	2,240
Operating income (loss)	(142,651)		(1,100)		(143,751)		161		(143,590)
Other significant items:
Segment assets	606,431		11,064		617,495		(9,689)		607,806
Inventories, net	7,531		340		7,871		—		7,871