SECURITIES AND EXCHANGE COMMISSION
10-Q
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| ☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||
OR
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| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||
FOR THE TRANSITION PERIOD FROM TO
GORES METROPOULOS,file number 001-38791
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Delaware | 83-1804317 | |||||||||||||
| (State or other jurisdiction of |
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incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||||||||
| 2603 Discovery Drive | Suite 100 | Orlando | Florida | 32826 | ||||||||||
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(Address of | (Zip Code) | |||||||||||||
Securities registered pursuant to Section 12(g) of the Act:
None
| Title of each class | Trading | Name of each exchange on which registered | ||||||||||||||||
Class A | LAZR | The Nasdaq Stock |
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| Large accelerated filer | ☐ | Accelerated filer |
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| Non-accelerated filer |
| Smaller reporting company | ☒ | ||||||||||||||||
| Emerging growth company | ☒ | ||||||||||||||||||
As of June 28, 2019, the aggregate market value of shares held by non-affiliates of the registrant (based upon the closing sale prices of such shares on the Nasdaq Global Select Market on June 28, 2019) was approximately $402.8 million. For purposes of calculating the aggregate market value of shares held by non-affiliates, we have assumed that all outstanding shares are held by non-affiliates, except for shares held by each of our executive officers, directors and 5% or greater stockholders. In the case of 5% or greater stockholders, we have not deemed such stockholders to be affiliates unless there are facts and circumstances which would indicate that such stockholders exercise any control over our company, or unless they hold 10% or more of our outstanding common stock. These assumptions should not be deemed to constitute an admission that all executive officers, directors and 5% or greater stockholders are, in fact, affiliates of our company, or that there are not other persons who may be deemed to be affiliates of our company. Further information concerning shareholdings of our officers, directors and principal stockholders is included or incorporated by reference in Part III, Item 12 of this Annual Report on Form 10-K.
Gores Metropoulos, Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-Q (this “Amendment”) to amend our quarterly report on Form 10-Q for the period ended March 31, 2020, as filed with the Securities and Exchange Commission on May 8, 2020, and is being filed solely to correct paragraph 4(b) on Exhibits 31.1 and 31.2, “Certification of Principal Executive Officer Pursuant to Rules 13a 14(a) and 15d 14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.” The originally-filed exhibits erroneously omitted paragraph 4(b), whereas the amended exhibits accurately report on internal control design.
This Amendment speaks as of the original filing date and does not reflect any events that may have occurred subsequent to the original filing date. In addition, pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, as a result of this Amendment, the certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed, as exhibits to the original filing have been re-executed and re-filed as of the date of this Amendment and are included as exhibits hereto.
Except as stated herein, this Amendment does not reflect events occurring after the filing of the Form 10-Q on May 8, 2020 and no attempt has been made in this Amendment to modify or update other disclosures as presented in the Form 10-Q. This Form 10-Q/A has not been updated for events occurring after the filing of the Form 10-Q and no attempt has been made in this Form 10-Q/A to modify or update other disclosures as presented in the original filing of the Form 10-Q. The following sections have been amended as a result of the restatement:
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In accordance with applicable SEC rules, this Form 10-Q/A includes certifications from our Chief Executive Officer and Principal Financial Officer dated as
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Item 2. |
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| March 31, 2020 |
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| December 31, 2019 |
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| (unaudited) |
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| (audited) |
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CURRENT ASSETS: |
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Cash and cash equivalents |
| $ |
| 977,141 |
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| $ |
| 1,365,240 |
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Prepaid assets |
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| 155,200 |
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| 136,399 |
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Total current assets |
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| 1,132,341 |
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| 1,501,639 |
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Deferred income tax |
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| 2,608 |
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| 2,353 |
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Investments and cash held in Trust Account |
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| 407,698,614 |
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| 406,434,959 |
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Total assets |
| $ |
| 408,833,563 |
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| $ |
| 407,938,951 |
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LIABILITIES AND STOCKHOLDERS’ EQUITY |
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Current liabilities: |
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Accrued expenses, formation and offering costs |
| $ |
| 78,185 |
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| $ |
| 53,203 |
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State franchise tax accrual |
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| 50,000 |
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| 200,000 |
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Current income tax and interest payable |
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| 1,353,412 |
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| 1,102,662 |
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Total current liabilities |
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| 1,481,597 |
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| 1,355,865 |
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Deferred underwriting compensation |
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| 14,000,000 |
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| 14,000,000 |
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Total liabilities |
| $ |
| 15,481,597 |
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| $ |
| 15,355,865 |
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Commitments and Contingencies: |
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Class A subject to possible redemption, 38,713,476 and 38,713,476 shares at March 31, 2020 and December 31, 2019, respectively (at redemption value of $10 per share) |
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| 387,134,760 |
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| 387,134,760 |
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Stockholders’ equity: |
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Preferred stock, $0.0001 par value; 1,000,000 shares authorized, none issued or outstanding |
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| — |
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| — |
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Common stock |
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Class A common stock, $0.0001 par value; 200,000,000 shares authorized, 1,286,524 and 1,286,524 shares issued and outstanding (excluding 38,713,476 and 38,713,476 shares subject to possible redemption) at March 31, 2020 and December 31, 2019, respectively |
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| 129 |
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| 129 |
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Class F common stock, $0.0001 par value; 20,000,000 shares authorized, 10,000,000 and 10,000,000 shares issued and outstanding at March 31, 2020 and December 31, 2019, respectively |
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| 1,000 |
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| 1,000 |
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Additional paid-in capital |
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| 24,006 |
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| 24,006 |
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Net income |
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| 6,192,071 |
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| 5,423,191 |
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Total stockholders’ equity |
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| 6,217,206 |
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| 5,448,326 |
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Total liabilities and stockholders’ equity |
| $ |
| 408,833,563 |
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| $ |
| 407,938,951 |
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| March 31, 2021 | December 31, 2020 | ||||||||||
| (Unaudited) | |||||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | 206,730 | $ | 208,944 | |||||||
| Restricted cash | 725 | 775 | |||||||||
| Marketable securities | 403,591 | 276,710 | |||||||||
| Accounts receivable | 2,143 | 5,971 | |||||||||
| Inventories, net | 3,283 | 3,613 | |||||||||
| Prepaid expenses and other current assets | 10,371 | 4,797 | |||||||||
| Total current assets | 626,843 | 500,810 | |||||||||
| Property and equipment, net | 8,366 | 7,689 | |||||||||
| Operating lease right-of-use assets | 12,835 | — | |||||||||
| Goodwill | 701 | 701 | |||||||||
| Other non-current assets | 2,469 | 1,151 | |||||||||
| Total assets | $ | 651,214 | $ | 510,351 | |||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | 7,845 | $ | 6,039 | |||||||
| Accrued and other current liabilities | 8,919 | 10,452 | |||||||||
| Operating lease liabilities | 4,312 | — | |||||||||
| Debt, current | 104 | 99 | |||||||||
| Total current liabilities | 21,180 | 16,590 | |||||||||
| Warrant liabilities | 51,753 | 343,400 | |||||||||
| Debt, non-current | 223 | 302 | |||||||||
| Operating lease liabilities, non-current | 9,662 | — | |||||||||
| Other non-current liabilities | 1,236 | 1,318 | |||||||||
| Total liabilities | 84,054 | 361,610 | |||||||||
| Stockholders’ equity: | |||||||||||
| Class A common stock | 23 | 22 | |||||||||
| Class B common stock | 11 | 11 | |||||||||
| Additional paid-in capital | 1,227,559 | 733,175 | |||||||||
| Accumulated other comprehensive income (loss) | (9) | 34 | |||||||||
| Accumulated deficit | (660,424) | (584,501) | |||||||||
| Total stockholders’ equity | 567,160 | 148,741 | |||||||||
| Total liabilities and stockholders’ equity | $ | 651,214 | $ | 510,351 | |||||||
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| Three Months Ended |
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| Three Months Ended |
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| March 31, 2020 |
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| March 31, 2019 |
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Revenues |
| $ |
| — |
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| $ |
| — |
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Professional fees and other expenses |
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| (198,845 | ) |
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| (169,059 | ) |
State franchise taxes, other than income tax |
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| (50,000 | ) |
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| (50,000 | ) |
Net loss from operations |
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| (248,845 | ) |
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| (219,059 | ) |
Other income - interest income |
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| 1,268,220 |
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| 1,391,505 |
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Net income before income taxes |
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| 1,019,375 |
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| $ |
| 1,172,446 |
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Income tax provision and interest |
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| (250,495 | ) |
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| (278,256 | ) |
Net Income attributable to common shares |
| $ |
| 768,880 |
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| $ |
| 894,190 |
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Net income/(loss) per ordinary share: |
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Class A ordinary shares - basic and diluted |
| $ |
| 0.02 |
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| $ |
| 0.04 |
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Class F ordinary shares - basic and diluted |
| $ |
| (0.01 | ) |
| $ |
| (0.01 | ) |
| Three Months Ended March 31, | |||||||||||
| 2021 | 2020 | ||||||||||
| Revenue | $ | 5,313 | $ | 3,872 | |||||||
| Cost of sales | 7,639 | 3,843 | |||||||||
| Gross profit (loss) | (2,326) | 29 | |||||||||
| Operating expenses: | |||||||||||
| Research and development | 14,010 | 8,408 | |||||||||
| Sales and marketing | 2,635 | 1,843 | |||||||||
| General and administrative | 10,273 | 4,613 | |||||||||
| Total operating expenses | 26,918 | 14,864 | |||||||||
| Loss from operations | (29,244) | (14,835) | |||||||||
| Other income (expense), net: | |||||||||||
| Change in fair value of warrant liabilities | (46,649) | (309) | |||||||||
| Interest expense and other | (200) | (532) | |||||||||
| Interest income and other | 170 | 95 | |||||||||
| Total other income (expense), net | (46,679) | (746) | |||||||||
| Net loss | $ | (75,923) | $ | (15,581) | |||||||
| Net loss attributable to common stockholders | $ | (75,923) | $ | (15,581) | |||||||
| Net loss per share attributable to common stockholders: | |||||||||||
| Basic and diluted | $ | (0.23) | $ | (0.12) | |||||||
| Shares used in computing net loss per share attributable to common stockholders: | |||||||||||
| Basic and diluted | 332,987,523 | 128,668,864 | |||||||||
| Comprehensive Loss: | |||||||||||
| Net loss | $ | (75,923) | $ | (15,581) | |||||||
| Net unrealized gains (losses) on available-for-sale debt securities | (43) | (7) | |||||||||
| Comprehensive loss | $ | (75,966) | $ | (15,588) | |||||||
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| Three Months Ended March 31, 2019 |
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| Class A Ordinary Shares |
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| Class F Ordinary Shares |
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| Additional |
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| Net Income/ |
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| Shareholders' |
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| Shares |
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| Amount |
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| Shares |
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| Amount |
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| Paid-In Capital |
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| (Acc. Deficit) |
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| Equity |
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Beginning Balance at January 1, 2019 |
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| - |
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| $ |
| - |
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| 10,781,250 |
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| $ |
| 1,078 |
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| $ |
| 23,922 |
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| $ |
| (21,985 | ) |
| $ |
| 3,015 |
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Forfeited Class F Common stock by Sponsor |
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| - |
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| - |
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| (781,250 | ) |
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| (78 | ) |
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| 78 |
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| - |
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| - |
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Proceeds from initial public offering of Units on February 5, 2019 at $10.00 per Unit |
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| 40,000,000 |
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| 4,000 |
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| - |
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| - |
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| 399,996,000 |
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| - |
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| 400,000,000 |
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Sale of 6,666,666 Private Placement Warrants to Sponsor on February 5, 2019 at $1.50 per Private Placement Warrant |
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| - |
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| - |
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| - |
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| - |
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| 10,000,000 |
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| - |
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| 10,000,000 |
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Underwriters discounts |
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| - |
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| - |
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| - |
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| - |
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| (8,000,000 | ) |
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| - |
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| (8,000,000 | ) |
Offering costs charged to additional paid-in capital |
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| - |
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| - |
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| - |
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| - |
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| (865,105 | ) |
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| - |
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| (865,105 | ) |
Deferred underwriting compensation |
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| - |
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| - |
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| - |
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| - |
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| (14,000,000 | ) |
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| - |
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| (14,000,000 | ) |
Class A common stock subject to possible redemption; 38,303,209 shares at a redemption price of $10.00 |
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| (38,303,209 | ) |
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| (3,830 | ) |
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| - |
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| - |
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| (383,028,260 | ) |
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| - |
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| (383,032,090 | ) |
Net income |
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| - |
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| - |
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| - |
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| - |
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| - |
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| 894,190 |
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| 894,190 |
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Balance at March 31, 2019 |
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| 1,696,791 |
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| $ |
| 170 |
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| 10,000,000 |
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| $ |
| 1,000 |
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| $ |
| 4,126,635 |
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| $ |
| 872,205 |
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| $ |
| 5,000,010 |
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| Three Months Ended March 31, 2020 |
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| Class A Ordinary Shares |
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| Class F Ordinary Shares |
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| Additional |
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| Shareholders' |
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| Shares |
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| Amount |
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| Shares |
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| Amount |
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| Paid-In Capital |
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| Net Income |
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| Equity |
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Beginning Balance at January 1, 2020 |
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| 1,286,524 |
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| $ |
| 129 |
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| 10,000,000 |
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| $ |
| 1,000 |
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| $ |
| 24,006 |
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| $ |
| 5,423,191 |
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| $ |
| 5,448,326 |
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Class A common stock subject to possible redemption; 38,713,476 shares at a redemption price of $10.00 |
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| - |
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| - |
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| - |
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| - |
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| - |
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| - |
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| - |
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Net income |
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| - |
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| - |
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| - |
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| - |
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| - |
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| 768,880 |
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| 768,880 |
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Balance at March 31, 2020 |
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| 1,286,524 |
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| $ |
| 129 |
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| 10,000,000 |
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| $ |
| 1,000 |
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| $ |
| 24,006 |
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| $ |
| 6,192,071 |
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| $ |
| 6,217,206 |
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| Series A Convertible Preferred Stock | Founders Convertible Preferred Stock | Class A Common Stock | Class B Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income Loss | Accumulated Deficit | Total Stockholders’ Equity (Deficit) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2019 | 94,818,151 | $ | 244,743 | 26,206,837 | $ | 3 | 139,635,890 | $ | 14 | 0 | $ | 0 | $ | 10,457 | $ | (1) | $ | (222,203) | $ | (211,730) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | — | — | — | — | 1,141 | — | — | 1,141 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive Income | — | — | — | — | — | — | — | — | — | (7) | — | (7) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | — | — | — | — | — | (15,581) | (15,581) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of March 31, 2020 | 94,818,151 | 244,743 | 26,206,837 | 3 | 139,635,890 | 14 | 0 | 0 | 11,598 | (8) | (237,784) | (226,177) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2020 | 0 | $ | 0 | 0 | $ | 0 | 218,818,037 | $ | 22 | 105,118,203 | $ | 11 | $ | 733,175 | $ | 34 | $ | (584,501) | $ | 148,741 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of Class A common stock upon exercise of warrants and stock options | — | — | — | — | 15,757,955 | 1 | — | — | 492,541 | — | — | 492,542 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | — | — | — | — | 1,843 | — | — | 1,843 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive Income | — | — | — | — | — | — | — | — | — | (43) | — | (43) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | — | — | — | — | — | (75,923) | (75,923) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of March 31, 2021 | 0 | $ | 0 | 0 | $ | 0 | 234,575,992 | $ | 23 | 105,118,203 | $ | 11 | $ | 1,227,559 | $ | (9) | $ | (660,424) | $ | 567,160 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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| Three Months Ended |
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| Three Months Ended |
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| March 31, 2020 |
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| March 31, 2019 |
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Cash flows from operating activities: |
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Net Income |
| $ |
| 768,880 |
|
| $ |
| 894,190 |
|
Changes in state franchise tax accrual |
|
|
| (150,000 | ) |
|
|
| 48,569 |
|
Changes in prepaid assets and deferred costs |
|
|
| (18,801 | ) |
|
|
| (307,889 | ) |
Changes in deferred offering costs |
|
|
| — |
|
|
|
| 437,375 |
|
Changes in accrued expenses, formation and offering costs |
|
|
| 24,982 |
|
|
|
| 292,751 |
|
Changes in current income tax and interest |
|
|
| 250,750 |
|
|
|
| 278,256 |
|
Changes in deferred income tax |
|
|
| (255 | ) |
|
|
| — |
|
Net cash provided by operating activities |
|
|
| 875,556 |
|
|
|
| 1,643,252 |
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
|
|
Cash deposited in Trust Account |
|
|
| — |
|
|
|
| (400,000,000 | ) |
Interest reinvested in Trust Account |
|
|
| (1,263,655 | ) |
|
|
| (1,390,729 | ) |
Net cash used in investing activities |
|
|
| (1,263,655 | ) |
|
|
| (401,390,729 | ) |
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
|
|
Proceeds from sale of Units in initial public offering |
|
|
| — |
|
|
|
| 400,000,000 |
|
Proceeds from sale of Private Placement Warrants to Sponsor |
|
|
| — |
|
|
|
| 10,000,000 |
|
Repayment of notes and advances payable – related party |
|
|
| — |
|
|
|
| (150,000 | ) |
Payment of underwriters’ discounts and commissions |
|
|
| — |
|
|
|
| (8,000,000 | ) |
Payment of accrued offering costs |
|
|
| — |
|
|
|
| (865,105 | ) |
Net cash provided by financing activities |
|
|
| — |
|
|
|
| 400,984,895 |
|
Increase in cash |
|
|
| (388,099 | ) |
|
|
| 1,237,418 |
|
Cash at beginning of period |
|
|
| 1,365,240 |
|
|
|
| 52,489 |
|
Cash at end of period |
| $ |
| 977,141 |
|
| $ |
| 1,289,907 |
|
Supplemental disclosure of cash and non-cash financing activities: |
|
|
|
|
|
|
|
|
|
|
Cash paid for income and state franchise taxes |
|
|
| 200,050 |
|
|
|
| 1,431 |
|
| Three Months Ended March 31, | |||||||||||
| 2021 | 2020 | ||||||||||
| Cash flows from operating activities: | |||||||||||
| Net loss | $ | (75,923) | $ | (15,581) | |||||||
| Adjustments to reconcile net loss to net cash used in operating activities: | |||||||||||
| Depreciation and amortization | 657 | 628 | |||||||||
| Noncash lease expense related to operating right-of-use assets | 890 | — | |||||||||
| Amortization of premium (discount) on marketable securities | 262 | (14) | |||||||||
| Unrealized loss on marketable securities | 278 | 0 | |||||||||
| Change in fair value of warrants | 46,649 | 309 | |||||||||
| Impairment of inventories | 257 | 225 | |||||||||
| Share-based compensation | 1,837 | 1,128 | |||||||||
| Other | 575 | 117 | |||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Accounts receivable | 3,828 | (1,560) | |||||||||
| Inventories | (442) | (2,508) | |||||||||
| Prepaid expenses and other current assets | (5,797) | (760) | |||||||||
| Other non-current assets | (1,318) | 74 | |||||||||
| Accounts payable | 1,766 | (28) | |||||||||
| Accrued and other current liabilities | (813) | 444 | |||||||||
| Other non-current liabilities | (720) | (7) | |||||||||
| Net cash used in operating activities | (28,014) | (17,533) | |||||||||
| Cash flows from investing activities: | |||||||||||
| Purchases of marketable securities | (226,245) | 0 | |||||||||
| Proceeds from maturities of marketable securities | 69,275 | — | |||||||||
| Proceeds from sales of marketable securities | 29,505 | 2,319 | |||||||||
| Purchases of property and equipment | (889) | (898) | |||||||||
| Net cash provided by (used in) investing activities | (128,354) | 1,421 | |||||||||
| Cash flows from financing activities: | |||||||||||
| Repayment of debt | (75) | (2,678) | |||||||||
| Principal payments on finance leases (capital lease prior to adoption of ASC 842) | (67) | (49) | |||||||||
| Proceeds from exercise of warrants | 153,927 | 0 | |||||||||
| Proceeds from exercise of stock options | 321 | 0 | |||||||||
| Repurchase of common stock and redemption of warrants | (2) | (1) | |||||||||
| Net cash provided by (used in) financing activities | 154,104 | (2,728) | |||||||||
| Net decrease in cash and cash equivalents, and restricted cash and cash equivalents | (2,264) | (18,840) | |||||||||
| Beginning cash and cash equivalents, and restricted cash and cash equivalents | 209,719 | 27,305 | |||||||||
| Ending cash and cash equivalents, and restricted cash and cash equivalents | $ | 207,455 | $ | 8,465 | |||||||
| Supplemental disclosures of cash flow information: | |||||||||||
| Cash paid for interest | $ | 19 | $ | 329 | |||||||
| Supplemental disclosures of noncash investing and financing activities: | |||||||||||
| Issuance of Class A common stock upon exercise of warrants | $ | 338,293 | $ | 0 | |||||||
| 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 | 2,876 | — | |||||||||
| Deferred financing costs recorded in accrued liabilities | 223 | 0 | |||||||||
| Assets acquired under finance leases (capital lease prior to adoption of ASC 842) | — | 133 | |||||||||
| Purchases of property and equipment recorded in accounts payable and accrued liabilities | 504 | 35 | |||||||||
Organization
Gores Metropoulos, Inc.its wholly-owned subsidiaries (the “Company” or “Luminar”) was originally incorporated in Delaware on August 28, 2018.2018 under the name Gores Metropoulos, Inc (“Gores”). The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar Business Combinationbusiness combination with one or more businessesbusinesses. On December 2, 2020 (the “Closing Date”), the Company (at such time named Gores Metropoulos, Inc.)
At March 31,Plan of Merger, dated August 24, 2020 the Company had not commenced any operations. All activity for the period from August 28, 2018 (inception) through March 31, 2020 relates to the Company’s formation and initial public offering (“Public Offering”) described below. The Company completed the Public Offering on February 5, 2019 (the “IPO Closing Date”). The Company will not generate any operating revenues until after the completion of its Business Combination, at the earliest. Subsequent to the Public Offering, the Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Public Offering and the sale of the Private Placement Warrants (as defined below) held in the Trust Account (as defined below).
Financing
Upon the IPO Closing Date and the sale of the Private Placement Warrants, an aggregate of $400,000,000 was placed in a Trust Account with Continental Stock Transfer & Trust Company acting as trustee (the “Trust Account”).
The Company intends to finance a Business Combination with the net proceeds from its $400,000,000 Public Offering and its sale of $10,000,000 of Private Placement Warrants.
Trust Account
Funds held in the Trust Account can be invested only in U.S. government treasury bills with a maturity of one hundred and eighty (180) days or less or in money market funds meeting certain conditions under Rule 2a‑7 under the Investment Company Act of 1940, as amended, that invest only in direct U.S. government obligations. As of March 31, 2020, the Trust Account consisted of cash and treasury bills.
The Company’s amended and restated certificate of incorporation provides that, other than the withdrawal of interest to fund regulatory compliance requirements and other costs related thereto (a “Regulatory Withdrawal”pre-Business Combination Luminar Technologies, Inc. (“Legacy Luminar”), subject to an annual limit of $750,000, for a maximum 24 months and/or additional amounts necessary to pay franchise and income taxes, if any, none of the funds held in trust will be released until the earliest of: (i) the completion of the Business Combination; or (ii) the redemption of any public shares of common stock properly tendered in. In connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of such public shares of common stock if the Company does not complete the Business Combination within 24 months from the IPO Closing Date; or (iii) the redemption of 100% of the public shares of common stock if the Company is unable to complete a Business Combination within 24 months from the IPO Closing Date, subject to the requirements of law and stock exchange rules.
The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering, although substantially all of the net proceeds of the Public Offering are intended to be generally applied toward consummating a Business Combination. The Business Combination must be with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (less any deferred underwriting commissions and taxes payable on interest income earned) at the time of the Company signing a definitive agreement in connection with the Business Combination. Furthermore, there is no assurance that the Company will be able to successfully effect a Business Combination.
The Company, after signing a definitive agreement for a Business Combination, will either (i) seek stockholder approval of the Business Combination at a meeting called for such purpose in connection with which stockholders may seek to redeem their shares, regardless of whether they vote for or against the Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, including interest income but less taxes payable, or (ii) provide stockholders with the opportunityCompany changed its name from Gores Metropoulos, Inc. to sell theirLuminar Technologies, Inc. The Company’s common stock is listed on the NASDAQ 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.
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2021 | 2020 | ||||||||||||||||||||||
| Revenue | % of Revenue | Revenue | % of Revenue | ||||||||||||||||||||
| Revenue by primary geographical market: | |||||||||||||||||||||||
| North America | $ | 2,539 | 48 | % | $ | 1,085 | 28 | % | |||||||||||||||
| Asia Pacific | 321 | 6 | % | 8 | 0 | % | |||||||||||||||||
| Europe and Middle East | 2,453 | 46 | % | 2,779 | 72 | % | |||||||||||||||||
| Total | $ | 5,313 | 100 | % | $ | 3,872 | 100 | % | |||||||||||||||
| Revenue by timing of recognition: | |||||||||||||||||||||||
| Recognized at a point in time | $ | 2,053 | 39 | % | $ | 608 | 16 | % | |||||||||||||||
| Recognized over time | 3,260 | 61 | % | 3,264 | 84 | % | |||||||||||||||||
| Total | $ | 5,313 | 100 | % | $ | 3,872 | 100 | % | |||||||||||||||
| Revenue by segment: | |||||||||||||||||||||||
| Autonomy Solutions | $ | 4,336 | 82 | % | $ | 3,297 | 85 | % | |||||||||||||||
| Component Sales | 977 | 18 | % | 575 | 15 | % | |||||||||||||||||
| Total | $ | 5,313 | 100 | % | $ | 3,872 | 100 | % | |||||||||||||||
| March 31, 2021 | December 31, 2020 | ||||||||||
| Beginning balance | $ | 2,284 | $ | 225 | |||||||
| Revenue recognized that was included in the contract liabilities beginning balance | (1,667) | (225) | |||||||||
| Increase due to cash received and not recognized as revenue and billings in excess of revenue recognized during the period | 37 | 2,284 | |||||||||
| Ending balance | $ | 654 | $ | 2,284 | |||||||
| March 31, 2021 | ||||||||||||||||||||||||||
| Cost | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value | |||||||||||||||||||||||
| U.S. Treasury | $ | 210,739 | $ | 29 | $ | (59) | $ | 210,709 | ||||||||||||||||||
| Commercial paper | 272,457 | 15 | (8) | 272,464 | ||||||||||||||||||||||
| Corporate bonds | 61,662 | 29 | (19) | 61,672 | ||||||||||||||||||||||
| Asset-backed securities | 8,047 | 4 | 0 | 8,051 | ||||||||||||||||||||||
| Total debt securities | $ | 552,905 | $ | 77 | $ | (86) | $ | 552,896 | ||||||||||||||||||
| Included in cash and cash equivalents | $ | 166,249 | $ | 6 | $ | 0 | $ | 166,255 | ||||||||||||||||||
| Included in marketable securities | $ | 386,656 | $ | 71 | $ | (86) | $ | 386,641 | ||||||||||||||||||
| December 31, 2020 | ||||||||||||||||||||||||||
| Cost | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value | |||||||||||||||||||||||
| U.S. Treasury | $ | 155,339 | $ | 14 | $ | (6) | $ | 155,347 | ||||||||||||||||||
| U.S. agency and government sponsored securities | 19,996 | 0 | 0 | 19,996 | ||||||||||||||||||||||
| Commercial paper | 182,218 | 6 | (4) | 182,220 | ||||||||||||||||||||||
| Corporate bonds | 45,431 | 21 | (2) | 45,450 | ||||||||||||||||||||||
| Asset-backed securities | 7,012 | 6 | 0 | 7,018 | ||||||||||||||||||||||
| Total debt securities | $ | 409,996 | $ | 47 | $ | (12) | $ | 410,031 | ||||||||||||||||||
| Included in cash and cash equivalents | $ | 133,319 | $ | 4 | $ | (2) | $ | 133,321 | ||||||||||||||||||
| Included in marketable securities | $ | 276,677 | $ | 43 | $ | (10) | $ | 276,710 | ||||||||||||||||||
| March 31, 2021 | December 31, 2020 | |||||||||||||||||||||||||
| Gross Unrealized Losses | Fair Value | Gross Unrealized Losses | Fair Value | |||||||||||||||||||||||
| U.S. Treasury | $ | (59) | $ | 54,992 | $ | (6) | $ | 65,298 | ||||||||||||||||||
| Commercial paper | (8) | 46,305 | (4) | 47,629 | ||||||||||||||||||||||
| Corporate bonds | (19) | 29,713 | (2) | 15,575 | ||||||||||||||||||||||
| Total | $ | (86) | $ | 131,010 | $ | (12) | $ | 128,502 | ||||||||||||||||||
| March 31, 2021 | December 31, 2020 | |||||||||||||
| Equity investments included in marketable securities | $ | 16,950 | $ | 0 | ||||||||||
| Three Months Ended March 31, | ||||||||||||||
| 2021 | 2020 | |||||||||||||
| Net realized gains (losses) recognized on equity investments sold | $ | 114 | $ | 0 | ||||||||||
| Net unrealized gains (losses) recognized on equity investments held | (278) | 0 | ||||||||||||
| Total net gains (losses) recognized in other income (expense), net | $ | (164) | $ | 0 | ||||||||||
| March 31, 2021 | December 31, 2020 | ||||||||||
| Cash | $ | 21,440 | $ | 10,652 | |||||||
| Money market funds | 19,035 | 64,971 | |||||||||
| U.S. Treasury | 0 | 24,999 | |||||||||
| Commercial paper | 166,255 | 108,322 | |||||||||
| Total cash and cash equivalents | $ | 206,730 | $ | 208,944 | |||||||
| March 31, 2021 | December 31, 2020 | ||||||||||
| Raw materials | $ | 1,805 | $ | 625 | |||||||
| Work-in-process | 520 | 52 | |||||||||
| Finished goods | 958 | 2,936 | |||||||||
| Total inventories, net | $ | 3,283 | $ | 3,613 | |||||||
| March 31, 2021 | December 31, 2020 | ||||||||||
| Prepaid expenses | $ | 8,012 | $ | 1,073 | |||||||
| Contract assets | 1,221 | 0 | |||||||||
| Advance payments to vendors | 196 | 961 | |||||||||
| Prepaid rent and other | 0 | 503 | |||||||||
| Other receivables | 942 | 2,260 | |||||||||
| Total prepaid expenses and other current assets | $ | 10,371 | $ | 4,797 | |||||||
| March 31, 2021 | December 31, 2020 | ||||||||||
| Computer hardware and software | $ | 2,559 | $ | 2,450 | |||||||
| Demonstration fleet and demonstration units | 1,669 | 1,821 | |||||||||
| Machinery and equipment | 6,596 | 5,940 | |||||||||
| Furniture and fixtures | 293 | 293 | |||||||||
| Vehicles | 856 | 835 | |||||||||
| Leasehold improvements | 960 | 791 | |||||||||
| Construction in progress | 1,841 | 1,410 | |||||||||
| Total property and equipment | 14,774 | 13,540 | |||||||||
| Accumulated depreciation and amortization | (6,408) | (5,851) | |||||||||
| Total property and equipment, net | $ | 8,366 | $ | 7,689 | |||||||
| March 31, 2021 | December 31, 2020 | ||||||||||
| Computer hardware and software | $ | 88 | $ | 88 | |||||||
| Machinery and equipment | 838 | 838 | |||||||||
| Total property and equipment, gross | 926 | 926 | |||||||||
| Less: accumulated depreciation | (261) | (219) | |||||||||
| Total property and equipment, net | $ | 665 | $ | 707 | |||||||
| March 31, 2021 | December 31, 2020 | ||||||||||
| Security deposits | $ | 1,072 | $ | 1,106 | |||||||
| Other non-current assets | 1,397 | 45 | |||||||||
| Total other non-current assets | $ | 2,469 | $ | 1,151 | |||||||
| March 31, 2021 | December 31, 2020 | ||||||||||
| Accrued expenses | $ | 3,654 | $ | 3,998 | |||||||
| Warranty liabilities | 283 | 259 | |||||||||
| Contract liabilities | 654 | 2,284 | |||||||||
| Accrued compensation and benefits | 3,595 | 3,071 | |||||||||
| Contract losses | 452 | 558 | |||||||||
| Finance lease (capital lease prior to adoption of ASC 842) liabilities, current | 281 | 282 | |||||||||
| Total accrued and other current liabilities | $ | 8,919 | $ | 10,452 | |||||||
| March 31, 2021 | December 31, 2020 | ||||||||||
| Deferred rent | $ | 0 | $ | 826 | |||||||
| Finance lease (capital lease prior to adoption of ASC 842) liabilities, non-current | 263 | 331 | |||||||||
| Other non-current liabilities | 973 | 161 | |||||||||
| Total other non-current liabilities | $ | 1,236 | $ | 1,318 | |||||||
| Private Warrants | ||||||||
| Balance as of December 31, 2020 | $ | 0 | ||||||
| Additions | 51,753 | |||||||
| Exercise | 0 | |||||||
| Measurement adjustments | 0 | |||||||
| Balance as of March 31, 2021 | $ | 51,753 | ||||||
| Fair Value (in thousands) Measured as of March 31, 2021 Using: | |||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||
| Assets: | |||||||||||||||||||||||
| Cash equivalents: | |||||||||||||||||||||||
| Money market funds | $ | 19,035 | $ | 0 | $ | 0 | $ | 19,035 | |||||||||||||||
| U.S. Treasury | 0 | 0 | 0 | 0 | |||||||||||||||||||
| Commercial paper | 0 | 166,255 | 0 | 166,255 | |||||||||||||||||||
| Total cash equivalents | $ | 19,035 | $ | 166,255 | $ | 0 | $ | 185,290 | |||||||||||||||
| Marketable investments: | |||||||||||||||||||||||
| U.S. Treasury | $ | 210,709 | $ | 0 | $ | 0 | $ | 210,709 | |||||||||||||||
| U.S. agency and government sponsored securities | 0 | 0 | 0 | 0 | |||||||||||||||||||
| Commercial paper | 0 | 106,209 | 0 | 106,209 | |||||||||||||||||||
| Corporate bonds | 0 | 61,672 | 0 | 61,672 | |||||||||||||||||||
| Asset-backed securities | 0 | 8,051 | 0 | 8,051 | |||||||||||||||||||
| Equity investments | $ | 16,950 | $ | 0 | $ | 0 | $ | 16,950 | |||||||||||||||
| Total marketable investments | $ | 227,659 | $ | 175,932 | $ | 0 | $ | 403,591 | |||||||||||||||
| Liabilities: | |||||||||||||||||||||||
| Public Warrants | $ | 0 | $ | 0 | $ | 0 | $ | 0 | |||||||||||||||
| Private Warrants | 0 | 0 | 51,753 | 51,753 | |||||||||||||||||||
| Total warrant liabilities | $ | 0 | $ | 0 | $ | 51,753 | $ | 51,753 | |||||||||||||||
| Fair Value (in thousands) Measured as of December 31, 2020 Using: | |||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||
| Assets: | |||||||||||||||||||||||
| Cash equivalents: | |||||||||||||||||||||||
| Money market funds | $ | 64,971 | $ | 0 | $ | 0 | $ | 64,971 | |||||||||||||||
| U.S. Treasury | 24,999 | 0 | 0 | 24,999 | |||||||||||||||||||
| Commercial paper | 0 | 108,322 | 0 | 108,322 | |||||||||||||||||||
| Total cash equivalents | $ | 89,970 | $ | 108,322 | $ | 0 | $ | 198,292 | |||||||||||||||
| Marketable investments: | |||||||||||||||||||||||
| U.S. Treasury | $ | 130,348 | $ | 0 | $ | 0 | $ | 130,348 | |||||||||||||||
| U.S. agency and government sponsored securities | 0 | 19,996 | 0 | 19,996 | |||||||||||||||||||
| Commercial paper | 0 | 73,898 | 0 | 73,898 | |||||||||||||||||||
| Corporate bonds | 0 | 45,450 | 0 | 45,450 | |||||||||||||||||||
| Asset-backed securities | 0 | 7,018 | 0 | 7,018 | |||||||||||||||||||
| Total marketable investments | $ | 130,348 | $ | 146,362 | $ | 0 | $ | 276,710 | |||||||||||||||
| Liabilities: | |||||||||||||||||||||||
| Public Warrants | $ | 228,933 | $ | 0 | $ | 0 | $ | 228,933 | |||||||||||||||
| Private Warrants | 0 | 114,467 | 0 | 114,467 | |||||||||||||||||||
| Total warrant liabilities | $ | 228,933 | $ | 114,467 | $ | 0 | $ | 343,400 | |||||||||||||||
| March 31, | |||||||||||
| 2021 | 2020 | ||||||||||
| Numerator: | |||||||||||
| Net loss | $ | (75,923) | $ | (15,581) | |||||||
| Deemed dividend attributable to BCF accretion | 0 | 0 | |||||||||
| Net loss attributable to common shareholders | $ | (75,923) | $ | (15,581) | |||||||
| Denominator: | |||||||||||
| Weighted average common shares outstanding- Basic | 332,987,523 | 128,668,864 | |||||||||
| Dilutive effect of potential common shares | 0 | 0 | |||||||||
| Weighted average common shares outstanding- Diluted | 332,987,523 | 128,668,864 | |||||||||
| Net loss per shares attributable to common shareholders- Basic and Diluted | $ | (0.23) | $ | (0.12) | |||||||
| March 31, | |||||||||||
| 2021 | 2020 | ||||||||||
| Warrants | 7,166,301 | 5,060,907 | |||||||||
| Stock options | 15,776,371 | 12,804,955 | |||||||||
| Restricted stock awards and restricted stock units | 2,208,842 | 5,178,722 | |||||||||
| Series A Convertible Preferred Stock | 0 | 94,818,151 | |||||||||
| Founders Preferred Stock | 0 | 26,206,837 | |||||||||
| Earn-out shares | 25,818,744 | 0 | |||||||||
| Total | 50,970,258 | 144,069,572 | |||||||||
| 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, 2020 | 16,188,071 | $ | 1.67 | ||||||||||||||||||||
| Granted | 0 | 0 | |||||||||||||||||||||
| Exercised | (183,918) | 1.71 | |||||||||||||||||||||
| Forfeited | (227,782) | 1.71 | |||||||||||||||||||||
| Outstanding as of March 31, 2021 | 15,776,371 | 1.71 | 8.83 | $ | 356,546 | ||||||||||||||||||
| Shares | Weighted Average Grant Date Fair Value per Share | ||||||||||
| Outstanding as of December 31, 2020 | 1,815,891 | $ | 1.15 | ||||||||
| Granted | 0 | 0 | |||||||||
| Forfeited | (47,444) | 1.10 | |||||||||
| Vested | (357,808) | 0.83 | |||||||||
| Outstanding as of March 31, 2021 | 1,410,639 | 1.13 | |||||||||
| Shares | Weighted Average Grant Date Fair Value per Share | ||||||||||
| Outstanding as of December 31, 2020 | 0 | $ | 0 | ||||||||
| Granted | 798,203 | 28.18 | |||||||||
| Forfeited | 0 | 0 | |||||||||
| Vested | 0 | 0 | |||||||||
| Outstanding as of March 31, 2021 | 798,203 | 28.18 | |||||||||
| Three Months Ended March 31, | |||||||||||
| 2021 | 2020 | ||||||||||
| Cost of sales | $ | 83 | $ | 72 | |||||||
| Research and development | 762 | 435 | |||||||||
| Sales and marketing | 186 | 82 | |||||||||
| General and administrative | 806 | 540 | |||||||||
| Total | $ | 1,837 | $ | 1,129 | |||||||
| Amount | |||||||||||
| Operating lease cost | $ | 1,174 | |||||||||
| Variable lease cost | 459 | ||||||||||
| Total operating lease cost | $ | 1,633 | |||||||||
| Finance lease cost: | |||||||||||
| Amortization of right-of-use assets | $ | 42 | |||||||||
| Interest on finance lease liabilities | 15 | ||||||||||
| Total finance lease cost | $ | 57 | |||||||||
| Amount | |||||||||||
| Cash paid for amounts included in the measurement of lease liabilities: | |||||||||||
| Cash paid for operating leases included in operating activities | $ | (1,219) | |||||||||
| Cash paid for finance leases included in financing activities | (82) | ||||||||||
| Right of use assets obtained in exchange for lease obligations: | |||||||||||
| Operating leases | 2,876 | ||||||||||
| Finance leases | 0 | ||||||||||
| March 31, 2021 | |||||||||||
| Operating leases: | |||||||||||
| Operating lease right-of-use assets | $ | 12,835 | |||||||||
| Operating lease liabilities: | |||||||||||
| Operating lease liabilities, current | $ | 4,312 | |||||||||
| Operating lease liabilities, non-current | 9,662 | ||||||||||
| Total operating lease liabilities | $ | 13,974 | |||||||||
| Finance leases: | |||||||||||
| Property and equipment, gross | $ | 926 | |||||||||
| Less: accumulated depreciation | (261) | ||||||||||
| Property and equipment, net | $ | 665 | |||||||||
| Finance lease liabilities, current | $ | 281 | |||||||||
| Finance lease liabilities, non-current | 263 | ||||||||||
| Total finance lease liabilities | $ | 544 | |||||||||
| March 31, 2021 | |||||||||||
| Weighted average remaining lease term | |||||||||||
| Operating leases | 3.59 | ||||||||||
| Finance leases | 2.32 | ||||||||||
| March 31, 2021 | |||||||||||
| Weighted average discount rate | |||||||||||
| Operating leases | 2.79 | % | |||||||||
| Finance leases | 10.11 | % | |||||||||
| Operating Leases | Finance Leases | ||||||||||
| Year Ending December 31, | |||||||||||
| 2021 (remaining nine months) | $ | 3,297 | $ | 245 | |||||||
| 2022 | 4,998 | 240 | |||||||||
| 2023 | 4,095 | 71 | |||||||||
| 2024 | 1,699 | 28 | |||||||||
| 2025 | 1,187 | 26 | |||||||||
| 2026 | 602 | 0 | |||||||||
| Total lease payments | 15,878 | 610 | |||||||||
| Less: imputed interest | (1,904) | (66) | |||||||||
| Total leases liabilities | $ | 13,974 | $ | 544 | |||||||
| Capital Leases | Operating Leases | ||||||||||||||||
| 2021 | $ | 331 | $ | 5,834 | |||||||||||||
| 2022 | 240 | 6,172 | |||||||||||||||
| 2023 | 70 | 4,544 | |||||||||||||||
| 2024 | 28 | 746 | |||||||||||||||
| 2025 | 25 | 0 | |||||||||||||||
| Thereafter | 0 | 0 | |||||||||||||||
| Total minimum lease payments | 694 | $ | 17,296 | ||||||||||||||
| Less: amount representing interest | 80 | ||||||||||||||||
| Capital lease obligations | $ | 614 | |||||||||||||||
| Three Months Ended March 31, 2021 | |||||||||||||||||||||||||||||
| Autonomy Solutions | Component Sales | Total reportable segments | Eliminations (1) | Total Consolidated | |||||||||||||||||||||||||
| Revenue: | |||||||||||||||||||||||||||||
| Revenues from external customers | $ | 4,336 | $ | 977 | $ | 5,313 | $ | — | $ | 5,313 | |||||||||||||||||||
| Revenues from internal customer | 1,275 | 1,142 | 2,417 | (2,417) | — | ||||||||||||||||||||||||
| Total Revenue | $ | 5,611 | $ | 2,119 | $ | 7,730 | $ | (2,417) | $ | 5,313 | |||||||||||||||||||
| Depreciation and amortization | $ | 638 | $ | 20 | $ | 658 | $ | (1) | $ | 657 | |||||||||||||||||||
| Operating loss | (28,868) | (237) | (29,105) | (139) | (29,244) | ||||||||||||||||||||||||
| Other significant items: | |||||||||||||||||||||||||||||
| Segment assets | 650,211 | 3,708 | 653,919 | (2,705) | 651,214 | ||||||||||||||||||||||||
| Inventories, net | 3,245 | 38 | 3,283 | 0 | 3,283 | ||||||||||||||||||||||||
| Three Months Ended March 31, 2020 | |||||||||||||||||||||||||||||
| Autonomy Solutions | Component Sales | Total reportable segments | Eliminations (1) | Total Consolidated | |||||||||||||||||||||||||
| Revenue: | |||||||||||||||||||||||||||||
| Revenues from external customers | $ | 3,297 | $ | 575 | $ | 3,872 | $ | — | $ | 3,872 | |||||||||||||||||||
| Revenues from internal customer | 0 | 842 | 842 | (842) | — | ||||||||||||||||||||||||
| Total Revenue | $ | 3,297 | $ | 1,417 | $ | 4,714 | $ | (842) | $ | 3,872 | |||||||||||||||||||
| Depreciation and amortization | $ | 591 | $ | 37 | $ | 628 | $ | 0 | $ | 628 | |||||||||||||||||||
| Operating income (loss) | (14,946) | 111 | (14,835) | 0 | (14,835) | ||||||||||||||||||||||||
| Other significant items: | |||||||||||||||||||||||||||||
| Segment assets | 36,068 | 2,515 | 38,583 | (3,085) | 35,498 | ||||||||||||||||||||||||
| Inventories, net | 6,168 | 0 | 6,168 | 0 | 6,168 | ||||||||||||||||||||||||
| Three Months Ended March 31, | Change | Change | |||||||||||||||||||||
| 2021 | 2020 | $ | % | ||||||||||||||||||||
| Revenue | $ | 5,313 | $ | 3,872 | $ | 1,441 | 37 | % | |||||||||||||||
| Cost of sales | 7,639 | 3,843 | 3,796 | 99 | % | ||||||||||||||||||
| Gross profit (loss) | (2,326) | 29 | (2,355) | (8121) | % | ||||||||||||||||||
| Operating Expenses: | |||||||||||||||||||||||
| Research and development | 14,010 | 8,408 | 5,602 | 67 | % | ||||||||||||||||||
| Sales and marketing | 2,635 | 1,843 | 792 | 43 | % | ||||||||||||||||||
| General and administrative | 10,273 | 4,613 | 5,660 | 123 | % | ||||||||||||||||||
| Total operating expenses | 26,918 | 14,864 | 12,054 | 81 | % | ||||||||||||||||||
| Loss from operations | (29,244) | (14,835) | (14,409) | 97 | % | ||||||||||||||||||
| Other income (expense), net: | |||||||||||||||||||||||
| Change in fair value of warrants | (46,649) | (309) | (46,340) | 14997 | % | ||||||||||||||||||
| Interest expense | (200) | (532) | 332 | (62) | % | ||||||||||||||||||
| Interest income and other | 170 | 95 | 75 | 79 | % | ||||||||||||||||||
| Total other income (expense), net | (46,679) | (746) | (45,933) | 6157 | % | ||||||||||||||||||
| Net loss | $ | (75,923) | $ | (15,581) | $ | (60,342) | 387 | % | |||||||||||||||
| Three Months Ended March 31, | Change | Change | |||||||||||||||||||||
| 2021 | 2020 | $ | % | ||||||||||||||||||||
| Revenue: | |||||||||||||||||||||||
| Autonomy Solutions | $ | 4,336 | $ | 3,297 | $ | 1,039 | 32 | % | |||||||||||||||
| Component Sales | 977 | 575 | 402 | 70 | % | ||||||||||||||||||
| Total | $ | 5,313 | $ | 3,872 | $ | 1,441 | 37 | % | |||||||||||||||
| Three Months Ended March 31, | Change | Change | |||||||||||||||||||||
| 2021 | 2020 | $ | % | ||||||||||||||||||||
| Segment operating income (loss) | |||||||||||||||||||||||
| Autonomy Solutions | $ | (28,868) | $ | (14,946) | $ | (13,922) | 93 | % | |||||||||||||||
| Component Sales | (237) | 111 | (348) | (314 | %) | ||||||||||||||||||
| Three Months Ended March 31, | |||||||||||
| 2021 | 2020 | ||||||||||
| Net cash provided by (used in): | |||||||||||
| Operating activities | $ | (28,014) | $ | (17,533) | |||||||
| Investing activities | $ | (128,354) | $ | 1,421 | |||||||
| Financing activities | $ | 154,104 | $ | (2,728) | |||||||
As a result of the foregoing redemption provisions, the public shares of common stock will be recorded at the redemption amount and classified as temporary equity,amounts are earned in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 480, “Distinguishing Liabilities from Equity” (“ASC Topic 480”)the terms of a contract at estimated collectible amounts.
The Companyincreases or decreases in estimated revenues or costs, and such revisions are reflected in income in the period in which the circumstances that gave rise to the revision become known to us. We perform ongoing profitability analysis of our contracts accounted for under this method in order to determine whether the latest estimates of revenues, costs, and profits require updating. If at any time these estimates indicate that the contract will have 24 months frombe unprofitable, the IPO Closing Date to complete its Business Combination. If the Company does not complete a Business Combination within this period of time, it shall (i) cease all operations exceptentire estimated loss for the purposes of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the public shares of common stock for a per share pro rata portionremainder of the Trust Account, including interest income, but less taxes payable (less upcontract is recorded immediately.
In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the initial public offering price per Unit in the Public Offering.
Status
2. Significant Accounting Policies
Basis of Presentation
The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (“SEC”), and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the financial position as of March 31, 2020 and the results of operations and cash flows for the periods presented. Operating results for the Three Months ended March 31, 2020 are not necessarily indicative of results that may be expected for the full year or any other period. The accompanying unaudited financial statements should be read in conjunction with the Company’s audited financial statements included in the Company’s Annual Report on Form 10-K filed with the SEC on March 13, 2020.
Net Income/(Loss) Per Common Share
The Company has two classes of shares, which are referred to as Class A common stock (the “Common Stock”) and Class F common stock (the “Founders Shares”). Net income/(loss) per common share is computed utilizing the two-class method. The two-class method is an earnings allocation formula that determines earnings per share separately for each class of common stock based on an allocation of undistributed earnings per the rights of each class. At March 31, 2020, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company under the treasury stock method. As a result, diluted net income/(loss) per common share is the same as basic net income/(loss) per common share for the period. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income/(loss) per share for each class of common stock:
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| For the Three Months Ended March 31, 2020 |
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| For the Three Months Ended March 31, 2019 |
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| Class A |
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| Class F |
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| Class A |
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| Class F |
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Basic and diluted net income/(loss) per share: |
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Numerator: |
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Allocation of net income/(loss) |
| $ |
| 867,835 |
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| $ |
| (98,955 | ) |
| $ |
| 1,044,989 |
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| $ |
| (150,799 | ) |
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Denominator: |
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Weighted-average shares outstanding |
|
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| 40,000,000 |
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| 10,000,000 |
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| 24,444,000 |
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| 10,659,688 |
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Basic and diluted net income/(loss) per share |
| $ |
| 0.02 |
|
| $ |
| (0.01 | ) |
| $ |
| 0.04 |
|
| $ |
| (0.01 | ) |
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution as well as the Trust Account, which at times, may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts.
The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet.
Offering Costs
The Company complies with the requirements of the ASC 340‑10‑S99‑1 and SEC Staff Accounting Bulletin Topic 5A — “Expenses of Offering.” Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Public Offering and were charged to stockholders’ equity on the IPO Closing Date. Accordingly, offering costs totaling $22,865,105 (including $22,000,000 in underwriter’s fees), and were charged to stockholders’ equity.
Redeemable Common Stock
As discussed in Note 3, all of the 40,000,000 shares of Common Stock sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with ASC 480, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Although the Company did not specify a maximum redemption threshold, its amended and restated certificate of incorporation provides that currently, the Company will not redeem its public shares in an amount that would cause its net tangible assets (stockholders’ equity) to be less than $5,000,001.
The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital.
Accordingly, at March 31, 2020, 38,713,476 of the 40,000,000 public shares are classified outside of permanent equity at their redemption value.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Income Taxes
The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
The Company accounts for uncertainty in income taxes by recognizing the tax benefit from an uncertain tax position only if it is more than likely than not that the tax position will be sustained on examination by the taxing
authorities, based on the technical merits of the position. The Company measures the tax benefits recognized in the financial statements from such a position based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate resolution. The application of income tax law is inherently complex. Laws and regulations in this area are voluminous and are often ambiguous. As such, the Company is required to make many subjective assumptions and judgments regarding income tax exposures. Interpretations of and guidance surrounding income taxlaw and regulations change over time and may result in changes to the Company's subjective assumptions and judgments, which can materially affect amounts recognized in the balance sheets and statements of operations. The Company recognizes interest and penalties related to uncertain tax positions in other income (expense). No penalties or interest were recorded during the periods ended March 31, 2020 or December 31, 2019.
The Company may be subject to potential examination by U.S. federal, states or foreign jurisdiction authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income amounts in various tax jurisdictions and compliance with U.S. federal, states or foreign tax laws.
The Company is incorporated in the State of Delaware and is required to pay franchise taxes to the State of Delaware on an annual basis.
Cash and Cash Equivalents
The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. The Company continually monitors its positions with and the credit quality of the financial institutions with which it invests. Periodically, the Company may maintain balances in various operating accounts in excess of federally insured limits.
The Company’s amended and restated certificate of incorporation provides that, other than the withdrawal of interest to pay taxes, if any, none of the funds held in trust will be released until the earlier of: (i) the completion of the Business Combination; (ii) the redemption of any public shares of common stock properly tendered in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of such public shares of common stock if the Company does not complete the Business Combination within 24 months from the IPO Closing Date; or (iii) the redemption of 100% of the public shares of common stock if the Company is unable to complete a Business Combination within 24 months from the IPO Closing Date, subject to the requirements of law and stock exchange rules.
Investments and Cash Held in Trust Account
At March 31, 2020, the Company had $407,698,614 in the Trust Account which may be utilized for Business Combinations. At March 31, 2020, the Trust Account consisted of both cash and treasury bills.
The Company’s amended and restated certificate of incorporation provides that, other than the withdrawal of interest to pay taxes, if any, none of the funds held in trust will be released until the earlier of: (i) the completion of the Business Combination; (ii) the redemption of any public shares of common stock properly tendered in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of such public shares of common stock if the Company does not complete the Business Combination within 24 months from the IPO Closing Date; or (iii) the redemption of 100% of the public shares of common stock if the Company is unable to complete a Business Combination within 24 months from the IPO Closing Date, subject to the requirements of law and stock exchange rules.
Recently issued accounting pronouncements not yet adopted
Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements based on current operations
of the Company. The impact of any recently issued accounting standards will be re-evaluated on a regular basis or if a business combination is completed where the impact could be material.
Going Concern Consideration
If the Company does not complete its Business Combination by February 5, 2021, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the common stock sold as part of the units in the Public Offering, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of franchise and income taxes payable and less up to $100,000 of such net interest which may be distributed to the Company to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s Board of Directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.
In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the initial public offering price per unit in the Public Offering. In addition if the Company fails to complete its Business Combination by February 5, 2021, there will be no redemption rights or liquidating distributions with respect to the warrants, which will expire worthless.
In addition, at March 31, 2020 and December 31, 2019, the Company had current liabilities of $1,481,597 and $1,355,865, respectively, and working capital of ($349,256) and $145,774, respectively, largely due to amounts owed to professionals, consultants, advisors and others who are working on seeking a Business Combination as described in Note 1. Such work is continuing after March 31, 2020 and amounts are continuing to accrue.
3. Public Offering
Public Units
On February 5, 2019, the Company sold 40,000,000 units at a price of $10.00 per unit (the “Units”), including 2,500,000 Units as a result of the underwriter’s partial exercise of its over-allotment option, generating gross proceeds of $400,000,000. Each Unit consists of one share of the Company’s Class A common stock, $0.0001 par value, and one-third of one redeemable Class A common stock purchase warrant (the “Warrants”). Each Whole Warrant entitles the holder to purchase one share of Class A common stock for $11.50 per share. Each Warrant will become exercisable on the later of 30 days after the completion of the Business Combination or 12 months from the IPO Closing Date and will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation. However, if the Company does not complete the Business Combination on or prior to the 24-month period allotted to complete the Business Combination, the Warrants will expire at the end of such period. The Warrants were issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and the Company. The Company did not register the shares of common stock issuable upon exercise of the Warrants under the Securities Act of 1933, as amended (the “Securities Act”) or any state securities law. Under the terms of the warrant agreement, the Company has agreed to use its best efforts to file a registration statement under the Securities Act following the completion of the Business Combination covering the shares of common stock issuable upon exercise of the Warrants. The Company paid an upfront underwriting discount of 2.00% ($8,000,000) of the per Unit offering price to the underwriter at the IPO Closing Date, with an additional fee (the “Deferred Discount”) of 3.50% ($14,000,000) of the per Unit offering price payable upon the Company’s completion of a Business Combination. The Deferred Discount will become payable to the underwriter from the amounts held in the Trust Account solely in the event the Company completes its Business Combination.
4. Related Party Transactions
On October 18, 2018, the Sponsor purchased 10,781,250 shares of Class F common stock (the “Founder Shares”) for an aggregate purchase price of $25,000, or approximately $0.002 per share. Subsequently, the Sponsor transferred an aggregate of 75,000 Founder Shares to the Company’s independent directors (together with the Sponsor, the “Initial Stockholders”). On March 18, 2019, the Sponsor forfeited 781,250 Founder Shares following the expiration of the unexercised portion of underwriter’s over-allotment option, so that the Founder Shares held by the Initial Stockholders would represent 20.0% of the outstanding shares of common stock following completion of the Public Offering. The Founder Shares are identical to the common stock included in the Units sold in the Public Offering except that the Founder Shares will automatically convert into shares of Class A common stock at the time of the Business Combination on a one-for-one basis, subject to adjustment as described in the Company’s amended and restated certificate of incorporation.
Private Placement Warrants
The Sponsor purchased from the Company an aggregate of 6,666,666 warrants at a price of $1.50 per warrant (a purchase price of $10,000,000) in a private placement that occurred simultaneously with the Public Offering (the “Private Placement Warrants”). Each Private Placement Warrant entitles the holder to purchase one share of Class A common stock at $11.50 per share. A portion of the purchase price of the Private Placement Warrants was added to the proceeds from the Public Offering to be held in the Trust Account pending completion of the Business Combination.
The Private Placement Warrants have terms and provisions that are identical to those of the public warrants sold as part of the units in the Public Offering, except that the Private Placement Warrants may be physical (cash) or net share (cashless) settled and are not redeemable so long as they are held by the Sponsor or its permitted transferees.
If the Company does not complete a Business Combination, then the Private Placement Warrants proceeds will be part of the liquidation distribution to the public stockholders and the Private Placement Warrants will expire worthless.
Registration Rights
The holders of Founder Shares, Private Placement Warrants and warrants issued upon conversion of working capital loans, if any, have registration rights (in the case of the Founder Shares, only after conversion of such shares to common shares) pursuant to a registration rights agreement entered into by the Company, the Sponsor and the other security holders named therein on February 1, 2019. These holders will also have certain demand and “piggy back” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
Sponsor Loan
On October 18, 2018, our Sponsor loaned us an aggregate of $150,000 by the issuance of an unsecured promissory note for $300,000 to cover expenses related to the Public Offering. On December 31, 2019, the outstanding balance on the loan was $150,000. On January 25, 2019, our Sponsor loaned us an additional $150,000 to cover expenses related to the Public Offering. These Notes were non-interest bearing and payable on the earlier of September 30, 2019 or the completion of the Public Offering. The carrying amount of the Notes approximates fair value because of their short maturity. These Notes were repaid in full upon the completion of the Public Offering.
Administrative Services Agreement
The Company entered into an administrative services agreement on February 1, 2019, pursuant to which it agreed to pay to an affiliate of the Sponsor $20,000 a month for office space, utilities, and secretarial support. Services commenced on the date the securities were first listed on the NASDAQ Capital Market and will terminate
upon the earlier of the consummation by the Company of a Business Combination or the liquidation of the Company.
For the three months ended March 31, 2020 and year ending December 31, 2019, the Company paid the affiliate $60,000 and $220,000, respectively.
5. Deferred Underwriting Compensation
The Company is committed to pay a deferred underwriting discount totaling $14,000,000 or 3.50% of the gross offering proceeds of the Public Offering, to the underwriter upon the Company’s consummation of a Business Combination. The underwriter is not entitled to any interest accrued on the Deferred Discount, and no Deferred Discount is payable to the underwriter if there is no Business Combination.
6. Income Taxes
Income tax expense during interim periods is based on applying an estimated annual effective income tax rate to year-to-date income, plus any significant unusual or infrequently occurring items which are recorded in the interim period. The Company’s effective tax rate is estimated to be 21%.
The computation of the annual estimated effective tax rate at each interim period requires certain estimates and significant judgment including, but not limited to, the expected operating income for the year, projections of the proportion of income earned and taxed in various jurisdictions, permanent and temporary differences, and the likelihood of recovering deferred tax assets generated in the current year. The accounting estimates used to compute the provision for income taxes may change as new events occur, more experience is obtained, additional information becomes known or as the tax environment changes.
The Company has evaluated tax positions taken or expected to be taken in the course of preparing the financial statements to determine if the tax positions are “more likely than not” of being sustained by the applicable tax authority. Tax positions not deemed to meet the “more likely than not” threshold would be recorded as a tax benefit or expense in the current year. The Company has concluded that there was no impact related to uncertain tax positions on the results of its operations for the period ended March 31, 2020. As of March 31, 2020, the Company has no accrued interest or penalties related to uncertain tax positions. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company’s conclusions regarding tax positions will be subject to review and may be adjusted at a later date based on factors including, but not limited to, ongoing analyses of tax laws, regulations, and interpretations thereof.
7. Investments and cash held in Trust
As of March 31, 2020, investment securities in the Company’s Trust Account consist of $407,698,537 in United States Treasury Bills and $77 in cash.
8. Fair Value Measurement
The Company complies with FASB ASC 820, Fair Value Measurements, for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. ASC 820 determines fair value to be the price that would be received to sell an asset or would be paid to transfer a liability (i.e., the exit price) in an orderly transaction between market participants at the measurement date.
The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of March 31, 2020 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs utilize data points that are observable such as quoted prices, interest rates and yield curves. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability, and includes situations where there is little, if any, market activity for the asset or liability:
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| Significant |
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| Significant |
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| Other |
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| Other |
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| Quoted Prices in |
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| Observable |
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| Unobservable |
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| March 31, |
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| Active Markets |
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| Inputs |
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| Inputs |
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Description |
| 2020 |
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| (Level 1) |
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| (Level 2) |
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| (Level 3) |
| ||||||||
Investments and cash held in Trust Account |
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| 407,698,614 |
|
|
|
| 407,698,614 |
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|
|
| — |
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|
|
| — |
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Total |
| $ |
| 407,698,614 |
|
| $ |
| 407,698,614 |
|
| $ |
| — |
|
| $ |
| — |
|
9. Stockholders’ Equity
Common Stock
The Company is authorized to issue 220,000,000 shares of common stock, consisting of 200,000,000 shares of Class A common stock, par value $0.0001 per share and 20,000,000 shares of Class F common stock, par value $0.0001 per share. Holders of the Company’s common stock are entitled to one vote for each share of common stock and vote together as a single class. At March 31, 2020, there were 40,000,000 shares of Class A common stock (inclusive of the 38,713,476 shares subject to redemption) and 10,000,000 shares of Class F common stock issued and outstanding.
Preferred Stock
The Company is authorized to issue 1,000,000 shares of preferred stock, par value $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Board of Directors. At March 31, 2020, there were no shares of preferred stock issued and outstanding.
10. Subsequent Events
In March 2020, the World Health Organization declared the outbreak of a novel coronavirus (COVID-19) as a pandemic, which continues to spread throughout the United States. The spread of COVID-19 has caused significant volatility in U.S. and international markets. There is significant uncertainty around the breadth and duration of business disruptions related to COVID-19, as well as its impact on the U.S. and international economies and, as such, the Company is unable to determine if it will have a material impact to its operations. Furthermore, we may be unable to complete a business combination if continued concerns relating to the coronavirus restrict travel, limit the ability to have meetings with potential investors or the target company’s personnel, vendors and services
providers are unavailable to negotiate and consummate a transaction in a timely manner. If the disruptions posed by the coronavirus or other matters of global concern continue for an extensive period of time, it could have a material adverse effect on our ability to consummate a business combination, or the operations of a target business with which we ultimately consummate a business combination.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with our unaudited financial statements and the notes related thereto which are included in “Item 1. Financial Statements” of this Quarterly Report on Form 10‑Q.
Cautionary note regarding forward-looking statements
All statements other than statements of historical fact included in this Quarterly Report on Form 10‑Q including, without limitation, statements under this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. When used in this Quarterly Report on Form 10‑Q, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us or the Company’s management, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in our filings with the SEC. All subsequent written or oral forward-looking statements attributable to us or persons acting on the Company’s behalf are qualified in their entirety by this paragraph.
Overview
We are a blank check company incorporated on August 28, 2018 as a Delaware corporation and formed for the purpose of effecting a Business Combination with one or more target businesses. We completed our Public Offering on February 5, 2019. As of March 31, 2020, we had not identified any business combination target nor initiated any substantive discussions directly or indirectly, with respect to identifying any business combination target.
Since completing our Public Offering, we have reviewed, and continue to review, a number of opportunities to enter into a Business Combination with an operating business, but we are not able to determine at this time whether we will complete a Business Combination with any of the target businesses that we have reviewed or with any other target business. We intend to effectuate our Business Combination using cash from the proceeds of our Public Offering and the sale of the Private Placement Warrants, our capital stock, debt, or a combination of cash, stock and debt.
Results of Operations
For the Three Months ended March 31, 2020, we had net income of $768,880. Our business activities during the quarter mainly consisted of identifying and evaluating prospective acquisition candidates for a Business Combination. We believe that we have sufficient funds available to complete our efforts to affect a Business Combination with an operating business by February 5, 2021. However, if our estimates of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our Business Combination.
As indicated in the accompanying unaudited consolidated financial statements, at March 31, 2020, we had $977,141 in cash and deferred offering costs of $14,000,000. Further, we expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete our Business Combination will be successful.
Liquidity and Capital Resources
On October 18, 2018, our Sponsor purchased an aggregate of 10,781,250 Founder Shares for an aggregate purchase price of $25,000, or approximately $0.002 per share. Subsequently, our Sponsor transferred an aggregate of 75,000 Founder Shares to our independent directors. On March 18, 2019, following the expiration of the unexercised portion of the underwriter’s over-allotment option, our Sponsor forfeited 781,250 Founder Shares so that the remaining Founder Shares held by our Initial Stockholders represented 20.0% of the outstanding shares upon completion of our Public Offering.
On February 5, 2019, we consummated our Public Offering of 40,000,000 Units at a price of $10.00 per Unit, including 2,500,000 Units as a result of the underwriter’s partial exercise of its over-allotment option, generating gross proceeds of $400,000,000. On the IPO Closing Date, we completed the private sale of an aggregate of 6,666,666 Private Placement Warrants, each exercisable to purchase one share of Common Stock at $11.50 per share, to our Sponsor, at a price of $1.50 per Private Placement Warrant, generating gross proceeds, before expenses, of $10,000,000. After deducting the underwriting discounts and commissions (excluding the Deferred Discount, which amount will be payable upon consummation of the Business Combination, if consummated) andour Post-Combination Company will remain an emerging growth company until the estimated offering expenses,earliest of (i) the total net proceeds from our Public Offering and the salelast day of the Private Placement Warrants were $401,055,000,fiscal year in which the market value of our common stock that held by non-affiliates exceeds $700 million as of the end of that year’s second fiscal quarter, (ii) the last day of the fiscal year in which $400,000,000 (or $10.00 per share soldwe achieve total annual gross revenue of $1.07 billion or more during such fiscal year (as indexed for inflation), (iii) the date on which we issue more than $1 billion in non-convertible debt in the Public Offering) was placed in the Trust Account. The amount of proceeds not deposited in the Trust Account was $1,055,000 at the closing of our Public Offering. Interest earned on the funds held in the Trust Account may be releasedprior three-year period or (iv) December 31, 2024. We expect to uscontinue to fund our Regulatory Withdrawals, subject to an annual limit of $750,000, for a maximum of 24 months and/or additional amounts necessary to pay our franchise and income taxes.
On October 18, 2018, the Sponsor agreed to loan the Company an aggregate of $300,000 by the issuance of an unsecured promissory note (the “Note”) issued by the Company in favortake advantage of the Sponsorbenefits of the extended transition period, although we may decide to cover organizational expenses relatedearly adopt such new or revised accounting standards to the Proposed Offering. On October 18, 2018,extent permitted by such standards. This may make it difficult or impossible to compare our financial results with the Company borrowed $150,000 against the Note, and on January 25, 2019, the Company borrowedfinancial results of another public company that is either not an additional $150,000. This Note was non-interest bearing and payable on the earlier of September 30, 2019emerging growth company or the completionis an emerging growth company that has chosen not to take advantage of the Public Offering. These Notes were repaid in full upon the completionextended transition period exemptions because of the Public Offering.
As of March 31, 2020 and December 31, 2019, we had cash held outsidepotential differences in accounting standards used.
At March 31, 2020 and December 31, 2019, the Company had current liabilities of $1,481,597 and $1,355,865 and working capital of ($349,256) and $145,774, respectively, largely due to amounts owed to professionals, consultants, advisors and others who are working on seeking a Business Combination. Such work is continuing after March 31, 2020 and amounts are continuing to accrue.
We intend to use substantially all of the funds held in the Trust Account, including interest (which interest shall be net of Regulatory Withdrawals and taxes payable) to consummate our Business Combination. Moreover, we may need to obtain additional financing either to complete a Business Combination or because we become obligated to redeem a significant number of shares of our Common Stock upon completion of a Business Combination. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our Business Combination. If we are unable to complete our Business Combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust Account. In addition, following our Business Combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations. To the extent that our capital stock or debt is used, in whole or in part, as consideration to consummate our Business Combination, the remaining proceeds held in our Trust Account, if any, will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategy.
Off-balance sheet financing arrangements
We had no obligations, assets or liabilities which would be considered off-balance sheet arrangements at March 31, 2020. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements.
We had not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or entered into any non-financial agreements involving assets.
As of March 31, 2020 and December 31, 2019, we did not have any long-term debt obligations, capital lease obligations, operating lease obligations, purchase obligations or long-term liabilities. In connection with the Public Offering, we entered into an administrative services agreement to pay monthly recurring expenses of $20,000 to The Gores Group for office space, utilities and secretarial support. The administrative services agreement terminates upon the earlier of the completion of a Business Combination or the liquidation of the Company.
The underwriter is entitled to underwriting discounts and commissions of 5.5%, of which 2.0% ($8,000,000) was paid at the IPO Closing Date, and 3.5% ($14,000,000) was deferred. The Deferred Discount will become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. The underwriter is not entitled to any interest accrued on the Deferred Discount.
Recently issued accounting pronouncements not yet adopted
Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’scondensed consolidated financial statements based on current operationsincluded in this report.
Risk.
We have not engaged in any hedging activities during the Three Months ended March 31, 2020.U.S. government. We do not expect to engageinvest in any hedging activities with respectfinancial instruments for trading or speculative purposes, nor do we use leveraged financial instruments. We utilize external investment managers who adhere to the market risk to which we are exposed.
Disclosure
As required by(CFO) has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a‑1513a-15(e) and 15d‑1515d-15(e) under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluationAct) as of the effectivenessend of the designfiscal quarter ended March 31, 2021. Based on this evaluation, our CEO and operationCFO have concluded that our disclosure controls and procedures were not effective as of March 31, 2021 due to the material weakness in internal control over financial reporting that was disclosed in Part II, Item 9A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (the “2020 Annual Report”).
During the most recently completed fiscal quarter,ASC 840). The new process and control activities implemented include review of contracts to determine if an arrangement is a lease at inception and to appropriately identify and account for operating lease right-of-use assets, operating lease liabilities and related disclosures.
None.
Factors.
In December 2019, a novel strain of coronavirus (COVID-19) was reported to have surfaced in Wuhan, China, which has and is continuing to spread throughout China and other parts of the world, including the United States and Europe. On January 30, 2020, the World Health Organization declared the outbreak of the coronavirus a “Public Health Emergency of International Concern.” On January 31, 2020, U.S. Health and Human Services Secretary Alex M. Azar II declared a public health emergency for the United States to aidfiscal year ended December 31, 2020. You should carefully consider the U.S. healthcare communityRisk Factors discussed in responding to the coronavirus, and on March 11, 2020 the World Health Organization characterized the outbreak as a “pandemic.” A significant outbreak of the coronavirus and other infectious diseases could result in a widespread health crisis that could adversely affect the economies and financial markets worldwide, business operations and the conduct of commerce generally and could have a material adverse effect on the business of any potential target business with which we consummate a business combination. Furthermore, we may be unable to complete a business combination if continued concerns relating to the coronavirus restrict travel, limit the ability to have meetings with potential investors or the target company’s personnel, vendors and services providers are unavailable to negotiate and consummate a transaction in a timely manner. The extent to which the coronavirus impacts our search for a business combination will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of the coronavirus pandemic and the actions to contain the coronavirus or treat its impact, among others. If the disruptions posed by the coronavirus or other matters of global concern continue for an extensive period of time, it could have a material adverse effect on our ability to consummate a business combination, or the operations of a target business with which we ultimately consummate a business combination.
In addition, our ability to consummate a transaction may be dependent on the ability to raise equity and debt financing and the coronavirus pandemic and other related events could have a material adverse effect on our ability to raise adequate financing.
As of the date of this Quarterly Report on Form 10-Q, there have been no other material changes to the risk factors disclosed in our prospectus filed with the SEC on February 1, 2019 or our Annual Report on Form 10-K filed with the SEC on March 13, 2020; however, we may disclose changes to such factors or disclose additional factors from time to time inas they could materially affect our business, financial condition and future filings with the SEC.
Unregistered Sales
On October 18, 2018, our Sponsor purchased 10,781,250 Founder Shares for an aggregate purchase price of $25,000, or approximately $0.002 per share. Subsequently, our Sponsor transferred an aggregate of 75,000 Founder Shares to our independent directors. On March 18, 2019, following the expiration of the unexercised portion of the underwriter’s over-allotment option, our Sponsor forfeited 781,250 Founder Shares, so that the remaining Founder Shares held by the Initial Stockholders would represent 20.0% of the outstanding shares of Capital Stock following the completion of our Public Offering. Our Public Offering was consummated on February 5, 2019.
Prior to the IPO Closing Date, we completed the private sale of an aggregate of 6,666,666 Private Placement Warrants to our Sponsor at a price of $1.50 per Private Placement Warrant, generating total proceeds, before expenses, of $10,000,000. The Private Placement Warrants have terms and provisions that are identical to those of the public warrants sold as part of the units in the IPO, except that the Private Placement Warrants may be physical (cash) or net share (cashless) settled and are not redeemable so long as they are held by the Sponsor or its permitted transferees. If the Private Placement Warrants are held by holders other than our Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by us and exercisable by the holders on the same basis as the Warrants.
The sales of the above securities by the Company were exempt from registration in reliance on Section 4(a)(2) of the Securities Act as transactions by an issuer not involving a public offering.
Use of Proceeds
On January 31, 2019, our registration statement on Form S‑1 (File No. 333-228739) was declared effective by the SEC for the Public Offering pursuant to which we sold an aggregate of 40,000,000 Units at an offering price to the public of $10.00 per Unit, including 2,500,000 Units as a result of the underwriter’s partial exercise of its over-allotment option, generating gross proceeds of $400,000,000.
After deducting the underwriting discounts and commissions (excluding the Deferred Discount, which amount will be payable upon the consummation of our Business Combination, if consummated) and the estimated offering expenses, the total net proceeds from our Public Offering and the sale of the Private Placement Warrants were $401,055,000, of which $400,000,000 (or $10.00 per share sold in the Public Offering) was placed in the Trust Account in the United States maintained by the trustee.
Through March 31, 2020, we incurred approximately $8,865,105 for costs and expenses related to the Public Offering. At the IPO Closing Date, we paid a total of $8,000,000 in underwriting discounts and commissions. In addition, the underwriter agreed to defer $14,000,000 in underwriting commissions, which amount will be payable upon consummation of our Business Combination, if consummated. There has been no material change in the planned use of proceeds from our Public Offering as described in our final prospectus dated February 1, 2019 which was filed with the SEC.
Our Sponsor, executive officers and directors have agreed, and our amended and restated certificate of incorporation provides, that we will have only 24 months from the IPO Closing Date to complete our Business Combination. If we are unable to complete our Business Combination within such 24‑month period, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in our Trust Account, including interest (which interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses) divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our Board, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.
As of March 31, 2020, after giving effect to our Public Offering and our operations subsequent thereto, $407,698,614 was held in the Trust Account, and we had $977,141 of unrestricted cash available to us for our activities in connection with identifying and conducting due diligence of a suitable Business Combination, and for general corporate matters.
None
Safety Disclosures. Information. By: /s/ President, Chief Executive Officer (ItemSafety DisclosuresApplicable.applicable.InformationExhibitsThe following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10‑Q.Incorporation by Reference Exhibit Number Description Form File Number Exhibit/Appendix Reference Filing Date Filed Herewith 12/8/20 3.1 8-K/A 001-38791 3.1 12/8/20 3.2 8-K/A 001-38791 3.2 12/8/20 10.1† 10-K 001-38791 10.14 04/14/21 12/8/20 31.1 X 31.2 X 32.1 X 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 ExhibitNumberDescription 3.1 3.2 4.1 4.2 4.3 4.431.1*31.2*Exhibit 101The following financial statements from the Quarterly Report on Form 10-Q of Gores Metropoulos, Inc. for the quarter ended March 31, 2020, formatted in eXtensible Business Reporting Language (XBRL): (i) Balance Sheets, (ii) Statement of Income, (iii) Statement of Changes in Stockholders’ Equity, (iv) Statement of Cash Flows and (v) Notes to Financial Statements.
†Indicates a management contract or compensatory plan, contract or arrangement.*Filed herewith.SIGNATURESregistrantRegistrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.GORES METROPOULOS, INC.Luminar Technologies, Inc. Date: May 27, 202014, 2021Alec GoresAlec GoresDuly Authorized Officer and Principal Executive Officer)/s/ Thomas J. Fennimore Thomas J. Fennimore Chief Financial Officer and Secretary (Principal Financial Officer) 26