Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Mar. 10, 2021 | Jun. 30, 2020 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2020 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-38703 | ||
Entity Registrant Name | VELODYNE LIDAR, INC. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 83-1138508 | ||
Entity Address, Address Line One | 5521 Hellyer Avenue | ||
Entity Address, City or Town | San Jose | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 95138 | ||
City Area Code | 669 | ||
Local Phone Number | 275-2251 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 159,227,794 | ||
Entity Common Stock, Shares Outstanding | 188,303,228 | ||
Documents Incorporated by Reference | Information required in response to Part III of this Annual Report on Form 10-K is hereby incorporated by reference from the registrant’s definitive Proxy Statement for its 2021 Annual Meeting of Stockholders. Except as expressly incorporated by reference, the registrant’s Proxy Statement shall not be deemed to be a part of this Annual Report on Form 10-K. The registrant intends to file its definitive Proxy Statement within 120 days after its fiscal year ended December 31, 2020. | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2020 | ||
Entity Central Index Key | 0001745317 | ||
Common Stock (Post-Combination) | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Common stock, par value $0.0001 per share | ||
Trading Symbol | VLDR | ||
Security Exchange Name | NASDAQ | ||
Warrant | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Warrants, each exercisable for three-quarters of one share of common stock | ||
Trading Symbol | VLDRW | ||
Security Exchange Name | NASDAQ |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 204,648 | $ 60,004 |
Short-term investments | 145,636 | 2,199 |
Accounts receivable, net | 13,979 | 11,863 |
Inventories, net | 18,132 | 14,987 |
Prepaid and other current assets | 22,319 | 12,918 |
Total current assets | 404,714 | 101,971 |
Property, plant and equipment, net | 16,805 | 26,278 |
Goodwill | 1,189 | 1,189 |
Intangible assets, net | 627 | 982 |
Contract assets | 8,440 | 0 |
Other assets | 937 | 5,755 |
Total assets | 432,712 | 136,175 |
Current liabilities: | ||
Accounts payable | 7,721 | 6,923 |
Accrued expense and other current liabilities | 50,349 | 31,160 |
Contract liabilities | 7,323 | 18,261 |
Total current liabilities | 65,393 | 56,344 |
Long-term tax liabilities | 569 | 1,360 |
Other long-term liabilities | 25,927 | 2,225 |
Total liabilities | 91,889 | 59,929 |
Commitments and contingencies (Note 15) | ||
Stockholders’ equity: | ||
Preferred stock, $0.0001 par value; 25,000,000 shares authorized, zero shares issued and outstanding | 0 | 0 |
Common stock, $0.0001 par value; 2,250,000,000 shares authorized; 175,912,194 and 137,911,975 shares issued and outstanding as of December 31, 2020 and 2019, respectively | 18 | 14 |
Additional paid-in capital | 656,717 | 240,464 |
Accumulated other comprehensive loss | (230) | (216) |
Accumulated deficit | (315,682) | (164,016) |
Total stockholders' equity | 340,823 | 76,246 |
Total liabilities and stockholders' equity | $ 432,712 | $ 136,175 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in USD per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 25,000,000 | 25,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in USD per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 2,250,000,000 | 2,250,000,000 |
Common stock, shares issued (in shares) | 175,912,194 | 137,911,975 |
Common stock, shares outstanding (in shares) | 175,912,194 | 137,911,975 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Revenue | $ 95,362 | $ 101,398 | $ 142,946 |
Cost of revenue | 70,246 | 71,630 | 112,066 |
Gross profit | 25,116 | 29,768 | 30,880 |
Operating expenses: | |||
Research and development | 88,080 | 56,850 | 51,993 |
Sales and marketing | 31,753 | 21,873 | 22,137 |
General and administrative | 65,732 | 20,058 | 12,902 |
Gain on sale of assets held-for-sale | (7,529) | 0 | 0 |
Restructuring | 984 | 0 | 0 |
Total operating expenses | 179,020 | 98,781 | 87,032 |
Operating loss | (153,904) | (69,013) | (56,152) |
Interest income | 152 | 1,146 | 630 |
Interest expense | (106) | (77) | (14) |
Other income (expense), net | (90) | 35 | (136) |
Loss before income taxes | (153,948) | (67,909) | (55,672) |
Provision for (benefit from) income taxes | (4,084) | (683) | 6,628 |
Net loss | $ (149,864) | $ (67,226) | $ (62,300) |
Net loss per share: | |||
Basic and diluted (in USD per share) | $ (1.01) | $ (0.50) | $ (0.48) |
Weighted-average shares used in computing net loss per share: | |||
Basic and diluted (in shares) | 148,088,589 | 133,942,714 | 129,948,023 |
Product | |||
Revenue | $ 68,355 | $ 81,424 | $ 132,933 |
Cost of revenue | 69,115 | 69,903 | 111,081 |
License and services | |||
Revenue | 27,007 | 19,974 | 10,013 |
Cost of revenue | $ 1,131 | $ 1,727 | $ 985 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (149,864) | $ (67,226) | $ (62,300) |
Other comprehensive income (loss), net of tax: | |||
Changes in unrealized gain on available for sale securities | (60) | 17 | 10 |
Foreign currency translation adjustments | 46 | (85) | (128) |
Total other comprehensive loss, net of tax | (14) | (68) | (118) |
Comprehensive loss | $ (149,878) | $ (67,294) | $ (62,418) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders’ Equity - USD ($) $ in Thousands | Total | Impact of Adoption | As Originally Reported | Retrospective Application of the Recapitalization | Preferred StockSeries A Convertible Preferred Stock (pre-combination) | Preferred StockSeries A Convertible Preferred Stock (pre-combination)As Originally Reported | Preferred StockSeries A Convertible Preferred Stock (pre-combination)Retrospective Application of the Recapitalization | Preferred StockSeries B Convertible Preferred Stock (pre-combination) | Preferred StockSeries B Convertible Preferred Stock (pre-combination)As Originally Reported | Preferred StockSeries B Convertible Preferred Stock (pre-combination)Retrospective Application of the Recapitalization | Preferred StockSeries B-1 Convertible Preferred Stock (pre-combination) | Preferred StockSeries B-1 Convertible Preferred Stock (pre-combination)As Originally Reported | Preferred StockSeries B-1 Convertible Preferred Stock (pre-combination)Retrospective Application of the Recapitalization | Common Stock (Pre-Combination) | Common Stock (Pre-Combination)As Originally Reported | Common Stock (Pre-Combination)Retrospective Application of the Recapitalization | Common Stock (Post-Combination) | Common Stock (Post-Combination)As Originally Reported | Common Stock (Post-Combination)Retrospective Application of the Recapitalization | Additional Paid in Capital | Additional Paid in CapitalAs Originally Reported | Additional Paid in CapitalRetrospective Application of the Recapitalization | Accumulated Other Comprehensive Loss | Accumulated Other Comprehensive LossAs Originally Reported | Accumulated Other Comprehensive LossRetrospective Application of the Recapitalization | Accumulated Deficit | Accumulated DeficitImpact of Adoption | Accumulated DeficitAs Originally Reported | Accumulated DeficitRetrospective Application of the Recapitalization |
Balance (in shares) at Dec. 31, 2017 | 0 | 8,772,852 | (8,772,852) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 34,325,728 | (34,325,728) | 128,373,764 | 0 | 128,373,764 | ||||||||||||||
Balance at Dec. 31, 2017 | $ 111,479 | $ 189 | $ 111,479 | $ 0 | $ 0 | $ 1 | $ (1) | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 3 | $ (3) | $ 13 | $ 0 | $ 13 | $ 143,516 | $ 143,525 | $ (9) | $ (30) | $ (30) | $ 0 | $ (32,020) | $ 189 | $ (32,020) | $ 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||||||||
Issuance of convertible preferred stock, net of issuance cost (in shares) | 4,878,048 | ||||||||||||||||||||||||||||
Issuance of convertible preferred stock, net of issuance cost | 46,817 | 46,817 | |||||||||||||||||||||||||||
Repurchase of common stock (in shares) | (217,885) | ||||||||||||||||||||||||||||
Repurchase of common stock | (2,659) | (2,659) | |||||||||||||||||||||||||||
Share-based compensation | 207 | 207 | |||||||||||||||||||||||||||
Other comprehensive loss, net of tax | (118) | (118) | |||||||||||||||||||||||||||
Net loss | (62,300) | (62,300) | |||||||||||||||||||||||||||
Balance (in shares) at Dec. 31, 2018 | 0 | 0 | 0 | 0 | 133,033,927 | ||||||||||||||||||||||||
Balance at Dec. 31, 2018 | 93,615 | $ 0 | $ 0 | $ 0 | $ 0 | $ 13 | 190,540 | (148) | (96,790) | ||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||||||||
Issuance of convertible preferred stock, net of issuance cost (in shares) | 4,878,048 | ||||||||||||||||||||||||||||
Issuance of convertible preferred stock, net of issuance cost | 49,790 | $ 1 | 49,789 | ||||||||||||||||||||||||||
Share-based compensation | 135 | 135 | |||||||||||||||||||||||||||
Other comprehensive loss, net of tax | (68) | (68) | |||||||||||||||||||||||||||
Net loss | (67,226) | (67,226) | |||||||||||||||||||||||||||
Balance (in shares) at Dec. 31, 2019 | 0 | 0 | 0 | 0 | 137,911,975 | ||||||||||||||||||||||||
Balance at Dec. 31, 2019 | 76,246 | $ 0 | $ 0 | $ 0 | $ 0 | $ 14 | 240,464 | (216) | (164,016) | ||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||||||||
Issuance of convertible preferred stock, net of issuance cost (in shares) | 1,951,219 | ||||||||||||||||||||||||||||
Issuance of convertible preferred stock, net of issuance cost | 19,919 | 19,919 | |||||||||||||||||||||||||||
Recapitalization transaction, net of transaction cost (in shares) | 29,025,846 | ||||||||||||||||||||||||||||
Recapitalization transaction, net of transaction cost | 222,103 | $ 3 | 222,100 | ||||||||||||||||||||||||||
Repurchase of common stock (in shares) | (175,744) | ||||||||||||||||||||||||||||
Repurchase of common stock | (1,802) | (1,802) | |||||||||||||||||||||||||||
Issuance of common stock under warrant exercises, net of issuance cost (in shares) | 7,198,898 | ||||||||||||||||||||||||||||
Issuance of common stock under warrant exercises, net of issuance cost | 82,735 | $ 1 | 82,734 | ||||||||||||||||||||||||||
Share-based compensation | 91,500 | 91,500 | |||||||||||||||||||||||||||
Other comprehensive loss, net of tax | (14) | (14) | |||||||||||||||||||||||||||
Net loss | (149,864) | (149,864) | |||||||||||||||||||||||||||
Balance (in shares) at Dec. 31, 2020 | 0 | 0 | 0 | 0 | 175,912,194 | ||||||||||||||||||||||||
Balance at Dec. 31, 2020 | $ 340,823 | $ 0 | $ 0 | $ 0 | $ 0 | $ 18 | $ 656,717 | $ (230) | $ (315,682) |
Consolidated Statements of St_2
Consolidated Statements of Stockholders’ Equity (Parenthetical) - USD ($) $ in Thousands | Oct. 26, 2019 | Sep. 04, 2018 | Jun. 30, 2020 |
Series B Convertible Preferred Stock (pre-combination) | |||
Stock issuance costs | $ 3,182 | ||
Series B-1 Convertible Preferred Stock (pre-combination) | |||
Stock issuance costs | $ 210 | $ 81 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Cash flows from operating activities: | |||
Net loss | $ (149,864) | $ (67,226) | $ (62,300) |
Adjustments to reconcile net loss to cash used in operating activities: | |||
Depreciation and amortization | 8,394 | 7,993 | 6,791 |
Write-off of deferred IPO costs | 3,548 | 0 | 0 |
Stock-based compensation | 91,500 | 135 | 207 |
Gain on sale of assets held-for-sale | (7,529) | 0 | 0 |
Provision for doubtful accounts | 511 | 110 | 77 |
Deferred income taxes | 4 | (1,941) | 5,845 |
Other | 137 | (358) | (65) |
Changes in operating assets and liabilities: | |||
Accounts receivable, net | (2,627) | 9,573 | 2,446 |
Inventories, net | 1,619 | (850) | 21,280 |
Prepaid and other current assets | 172 | (3,602) | (1,325) |
Contract assets | (11,253) | 38 | (38) |
Other assets | 53 | 1,080 | (939) |
Accounts payable | 687 | (45) | (4,391) |
Accrued expenses and other liabilities | (6,680) | 13,609 | (2,356) |
Contract liabilities | 2,891 | (1,746) | 4,265 |
Net cash used in operating activities | (68,437) | (43,230) | (30,503) |
Cash flows from investing activities: | |||
Purchase of property, plant and equipment | (3,277) | (5,225) | (6,886) |
Proceeds from sale of assets held-for-sale | 12,275 | 0 | 0 |
Proceeds from sales of short-term investments | 0 | 8,903 | 7,993 |
Proceeds from maturities of short-term investments | 2,200 | 53,650 | 12,777 |
Purchase of short-term investments | (145,725) | (28,823) | (35,331) |
Considerations paid for acquisition | 0 | (2,473) | 0 |
Proceeds from repayment of stockholder notes | 0 | 3,512 | 0 |
Proceeds from cancellation of corporate-owned life insurance policies | 0 | 0 | 2,064 |
Net cash provided by (used in) investing activities | (134,527) | 29,544 | (19,383) |
Cash flows from financing activities: | |||
Proceeds from issuance of preferred stock, net of issuance costs of $81, $210 and $3,342 for 2020, 2019 and 2018, respectively | 19,919 | 49,790 | 46,658 |
Proceeds from Business Combination and PIPE offering, net of transaction costs of $4,095 | 247,039 | 0 | 0 |
Repurchase of common stock | (1,802) | 0 | (2,500) |
Proceeds from warrant exercises, net of transaction costs of $52 | 73,713 | 0 | 0 |
Cash paid for IPO costs | (1,143) | 0 | 0 |
Proceeds from notes payable | 10,000 | 0 | 0 |
Net cash provided by financing activities | 347,726 | 49,790 | 44,158 |
Effect of exchange rate fluctuations on cash and cash equivalents | (118) | (4) | (128) |
Net increase in cash and cash equivalents | 144,644 | 36,100 | (5,856) |
Beginning cash and cash equivalents | 60,004 | 23,904 | 29,760 |
Ending cash and cash equivalents | 204,648 | 60,004 | 23,904 |
Supplemental disclosures of cash flow information: | |||
Cash paid for interest | 106 | 77 | 14 |
Cash paid for (received from) income taxes, net | (7,800) | 545 | 2,412 |
Supplemental disclosure of noncash investing and financing activities: | |||
Changes in accrued purchases of property, plant and equipment | 145 | (115) | (417) |
Transaction costs included in accrued liabilities | $ 25,057 | $ 0 | $ 0 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Stock issuance costs | $ 1,143 | $ 0 | $ 0 |
Transaction costs from Business Combination and PIPE offering | 4,095 | ||
Transaction costs from warrant exercises | 52 | ||
Net loss | (149,864) | (67,226) | (62,300) |
Depreciation and amortization | 8,394 | 7,993 | 6,791 |
Stock-based compensation | 91,500 | 135 | 207 |
Preferred Stock | |||
Stock issuance costs | $ 81 | $ 210 | $ 3,342 |
Description of Business and Sum
Description of Business and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Description of Business and Summary of Significant Accounting Policies | Description of Business and Summary of Significant Accounting Policies Description of Business, Background and Nature of Operations Velodyne Lidar, Inc. (the Company, Velodyne or Velodyne Lidar) provides smart vision solutions that are advancing the development of safe automated systems throughout the world. The Company’s technology, which is used in various automotive and non- automotive applications, is empowering the autonomous revolution by allowing machines to see their surroundings in real-time and in 3D. Graf Industrial Corp. (Graf), the Company’s predecessor, was originally incorporated in Delaware as a special purpose acquisition company. On September 29, 2020 (the Closing Date), Graf consummated a business combination (the Business Combination) pursuant to an Agreement and Plan of Merger dated as of July 2, 2020, as amended on August 20, 2020 and clarified in an Acknowledgement Letter dated as of the same day (the Merger Agreement) by and among Graf, VL Merger Sub Inc., a wholly owned subsidiary of Graf, and Velodyne Lidar, Inc. (the pre-combination Velodyne). Immediately upon the consummation of the Business Combination, VL Merger Sub Inc. merged with and into the pre-combination Velodyne, with the pre-combination Velodyne surviving the merger as a wholly owned subsidiary of the Company. Graf changed its name to Velodyne Lidar, Inc. and the pre-combination Velodyne changed its name to Velodyne Lidar USA, Inc. On September 30, 2020, Velodyne Lidar’s common stock and warrants began trading on the Nasdaq Global Select Market under the symbol “VLDR” and “VLDRW,” respectively. Unless the context otherwise requires, “we,” “us,” “our,” “Velodyne,” “Velodyne Lidar” and the “Company” refers to Velodyne Lidar Inc., the combined company and its subsidiaries following the Business Combination. Refer to Note 2 for further discussion of the Business Combination. The Company has evaluated how it is organized and managed and has identified only one operating segment. Basis of Presentation The Business Combination is accounted for as a reverse recapitalization as the pre-combination Velodyne was determined to be the accounting acquirer under Financial Accounting Standards Board (FASB)’s Accounting Standards Codification Topic 805, Business Combinations (ASC 805). The determination is primarily based on the evaluation of the following facts and circumstances: • the equity holders of the pre-combination Velodyne hold the majority of voting rights in the Company; • the board of directors of the pre-combination Velodyne represent majority of the board of directors of the Company; • the senior management of the pre-combination Velodyne became the senior management of the Company; and • the operations of the pre-combination Velodyne comprise the ongoing operations of the Company. In connection with the Business Combination, outstanding capital stock of the pre-combination Velodyne was converted into common stock of the Company, par value $0.0001 per share, representing a recapitalization, and the net assets of the Company were acquired at historical cost, with no goodwill or intangible assets recorded. The pre-combination Velodyne was deemed to be the predecessor of the Company, and the consolidated assets and liabilities and results of operations prior to the Closing Date are those of the pre-combination Velodyne. The shares and corresponding capital amounts and net loss per share available to common stockholders, prior to the Business Combination, have been retroactively restated as shares reflecting the exchange ratio established in the Merger Agreement. The number of shares of preferred stock was also retroactively restated in shares reflecting the exchange ratio, and the carrying amounts of preferred stock are based on the fair value of its redemption amount on each reporting date. All preferred stock was converted into shares of the Company’s common stock on the Closing Date. Refer to Note 9, Stockholders’ Equity, and Note 11, Net Loss Per Share, for further discussion of the recapitalization and share adjustments. Principles of Consolidation and Liquidity The consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP). The consolidated financial statements include the accounts of the Company’s wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The Company has funded its operations primarily through the Business Combination, issuances of preferred stock and sales to customers. As of December 31, 2020, the Company’s existing sources of liquidity included cash and cash equivalents of $350.3 million and available borrowing capacity of $25.0 million under a revolving credit facility. The Company has incurred losses and negative cash flows from operations. If the Company incurs additional losses in the future, it may need to raise additional capital through issuances of equity and debt. However, management believes that the Company’s existing sources of liquidity are adequate to fund its operations for at least one year from the date the audited consolidated financial statements were available for issuance. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the JOBS Act), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has opted to take advantage of such extended transition period available to emerging growth companies which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Concentration of Risk Financial instruments that subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, short-term investments, and accounts receivable. The Company maintains its cash and cash equivalents, and short-term investments with high-quality financial institutes with investment-grade ratings. A majority of the cash balances are with U.S. banks and are insured to the extent defined by the Federal Deposit Insurance Corporation. The Company’s accounts receivable are derived from customers located both inside and outside the U.S. The Company mitigates its credit risks by performing ongoing credit evaluations of its customers’ financial conditions and requires customer advance payments in certain circumstances. The Company does not require collateral. The Company’s concentration of risk related to accounts receivable and accounts payable was as follows: December 31, 2020 2019 Number of customers accounted for 10% or more of accounts receivable 3 3 Number of vendors accounted for 10% or more of accounts payable 3 2 Two customers accounted for 47% of the Company’s accounts receivable as of December 31, 2020. One vendor accounted for 34% and 36% of accounts payable as of December 31, 2020 and December 31, 2019. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant items subject to such estimates and assumptions include standalone selling price (SSP) for each distinct performance obligation in its customer contracts, total estimated future patents and their corresponding estimated development costs, total estimated costs and related progress towards complete satisfaction of performance obligation in certain services arrangements, allowances for doubtful accounts, inventory reserves, warranty reserves, valuation allowance for deferred tax assets, stock-based compensation, useful lives of property, plant, and equipment and intangible assets, income tax uncertainties, and other loss contingencies. The Company bases its estimates on historical experience and also on assumptions that it believes are reasonable. Actual results could differ from those estimates, and such differences could be material to the Company’s consolidated financial condition and results of operations. Reclassification Certain prior year balance sheet amounts have been reclassified to conform with current year presentation. Cash Equivalents and Short-Term Investments The Company considers all highly liquid investments with original maturity of three months or less at date of purchase to be cash equivalents. Cash equivalents were $129.4 million and $44.7 million as of December 31, 2020 and December 31, 2019, respectively. Short-term investments generally consist of commercial paper and corporate debt securities. Short-term investments were $145.6 million and $2.2 million as of December 31, 2020 and December 31, 2019, respectively. They are classified as available-for-sale securities and are recognized at fair value. Unrealized gains and losses, net of tax, are reported as a separate component of accumulated other comprehensive loss within the stockholders’ equity. Unrealized gains and losses on the Company’s short-term investments were not significant as of December 31, 2020 and December 31, 2019 and therefore, the amortized cost of the Company’s short-term investments approximated their fair value. Accounts Receivable Trade accounts receivable are recorded at the invoiced amount and do not bear interest. Accounts receivable are reduced by an allowance for doubtful accounts, which is the Company’s best estimate of the amount of credit losses inherent in its existing accounts receivable. In establishing the required allowance, management considers historical losses adjusted to take into account current market conditions and customers’ financial condition, the amount of receivables in dispute, and the current receivables aging and current payment patterns. The Company writes off accounts receivable against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. Changes in the Company’s allowance for doubtful accounts were as follows (in thousands): December 31, 2020 2019 Beginning balance $ 467 $ 357 Charged to costs and expenses 511 110 Uncollectible accounts written off, net of recoveries (102) — Ending balance $ 876 $ 467 The Company does not have any off-balance-sheet credit exposure related to its customers. Inventories Inventories are stated at the lower of cost or estimated net realizable value. Costs are computed under the standard cost method, which approximates actual costs determined on the first-in, first-out basis. The Company charges cost of revenue for write-downs of inventories which are obsolete or in excess of anticipated demand based on a consideration of marketability and product life cycle stage, product development plans, component cost trends, demand forecasts, historical revenue, and assumptions about future demand and market conditions. The net change in the Company’s inventory reserve was $(0.7) million, $(1.8) million and $1.2 million, respectively, for 2020, 2019 and 2018. The estimated cost of inventories not expected to be used in production within one year is reflected in other assets in the consolidated balance sheets. Property, Plant, and Equipment Property, plant, and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization is calculated based on the straight-line method over the estimated useful lives of the respective assets. Additions, major improvements and betterments are capitalized, and maintenance and repairs are expensed as incurred. Assets are held in asset under construction until placed in service, upon which date, the Company begins to depreciate the assets over their estimated useful lives. The estimated useful lives of the assets are as follows: buildings, 15-30 years; building improvements, 7-15 years, leasehold improvements, the lesser of 5 years or the lease term; machinery and equipment, furniture and fixtures, vehicles and software, 3-5 years. Assets Held for Sale The Company considers assets to be held for sale when management approves and commits to a plan to actively market the assets for sale at a reasonable price in relation to its fair value, the assets are available for immediate sale in their present condition, an active program to locate a buyer and other actions required to complete the sale have been initiated, the sale of the assets is expected to be completed within one year and it is unlikely that significant changes will be made to the plan. Upon designation as held for sale, the Company ceases to record deprecation expenses and measures the assets at the lower of their carrying value or estimated fair value less costs to sell. Assets held for sale are included as other current assets in the Company’s consolidated balance sheets and the gain or loss from sale of assets held for sale is included in the Company's operating expenses. Business Combinations For acquisitions meeting the definition of a business combination, the acquisition method of accounting is used. The acquisition date is the date on which the Company obtains operating control over the acquired business. The consideration paid is determined on the acquisition date and the acquisition-related costs, such as professional fees, are excluded from the consideration transferred and are expensed as incurred. Assets acquired and liabilities assumed by the Company are recorded at their estimated fair values, while goodwill is measured as the excess of the consideration transferred over the fair value of the net identifiable assets acquired and liabilities assumed. Goodwill Goodwill represents the difference between the purchase price and the fair value of the identifiable tangible and intangible net assets acquired and liabilities assumed when accounted for using the purchase method of accounting. Goodwill is not amortized, but reviewed for impairment. Goodwill is reviewed annually in the fourth quarter, and whenever events or changes in circumstances indicate that the carrying value of the goodwill may not be recoverable. When evaluating recoverability, the Company compares the fair value of the reporting unit to its carrying value. If the carrying value of the net assets assigned to the reporting unit exceeds the fair value of our reporting unit, the Company would record an impairment loss equal to the difference. Long-Lived Assets Long-lived assets, such as property, plant and equipment, intangible assets and other long-term assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying amount. If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying amount exceeds its fair value. Fair value is determined using various valuation techniques including discounted cash flow models, quoted market values, as considered necessary. No impairment loss was recognized for all years presented. Foreign Currency The U.S. dollar is the functional currency of the Company’s consolidated entities operating in the U.S. and certain of its subsidiaries operating outside of the U.S. For transactions entered into a currency other than its functional currency, the monetary assets and liabilities are re-measured into U.S. dollars at the current exchange rate as of the applicable balance sheet date, and all non-monetary assets and liabilities are re-measured at historical rates. Income and expenses are re-measured at the average exchange rate prevailing during the period. Gains and losses resulting from the re-measurement of these subsidiaries’ financial statements are included in the consolidated statements of operations. For foreign subsidiaries whose functional currency is the local currency, assets and liabilities are translated at the local current exchange rates in effect at the balance sheet date, and income and expense accounts are translated at the average exchange rates during the period. The resulting translation adjustments are included in accumulated other comprehensive loss. Gains and losses resulting from foreign exchange transactions and revaluation of monetary assets and liabilities in non-functional currencies are included in other income (expense) in the consolidated statements of operations. Net foreign exchange gain (loss) recorded in the Company’s consolidated statements of operations was insignificant for all periods presented. Revenue Recognition The Company accounts for a contract with a customer when both parties have approved the contract and are committed to perform their respective obligations, each party’s rights can be identified, payment terms can be identified, the contract has commercial substance, and it is probable that the Company will collect substantially all of the consideration it is entitled to. Revenue is recognized when, or as, performance obligations are satisfied by transferring control of a promised product or service to a customer. Nature of Products and Services and Revenue Recognition The majority of the Company’s revenue comes from product sales of lidar sensors to direct customers and distributors. Revenue is recognized at a point in time when control of the goods are transferred to the customer, generally occurring upon shipment or delivery dependent upon the terms of the underlying contract. Product sales to certain customers may require customer acceptance due to performance acceptance criteria that is considered more than a formality. For these product sales, revenue is recognized upon the expiration of the customer acceptance period. For custom products that require engineering and development based on customer requirements, the Company recognizes revenue over time using an output method based on units of product shipped to date relative to total production units under the contract. Amounts billed to customers for shipping and handling are included in revenue. Taxes collected from customers and remitted to governmental authorities are excluded from revenue on the net basis of accounting. Accounts receivable are due under normal trade terms, typically 60 days or less. The Company’s license and services revenue consist primarily of product development, validation and repair services, intellectual property (IP) license and royalties revenue. The obligation to provide services is generally satisfied over time, with the customer simultaneously receiving and consuming the benefits as the Company satisfies its performance obligations. For product development and validation service projects, the Company bills and recognizes revenue as the services are performed. For these arrangements, control is transferred over as the Company’s inputs incurred to complete the project; therefore, revenue is recognized over the service period with the measure of progress using the input method based on labor costs incurred to total labor cost (cost-to-cost) as the services are provided. For product repair service, revenue is recognized when the repair services are complete and repaired products are shipped to customer. The Company licenses rights to its IP to certain customers and collects royalties based on customer’s product sales. IP revenue recognition is dependent on the nature and terms of each agreement. The Company recognizes license revenue upon delivery of the IP if there are no substantive future obligations to perform under the arrangement. Contract liabilities are recorded when license payments received from licensees relating to long-term license contracts for which the Company has future obligations under the license agreements. The Company classifies contract liabilities as current if the Company expects to recognize the related revenue over the next 12 months from the balance sheet date. Royalties from the license of IP are recognized at the later of the period the sales occur or the satisfaction of the performance obligation to which some or all of the royalties have been allocated. Arrangements with Multiple Performance Obligations When a contract involves multiple performance obligations, the Company accounts for individual products and services separately if the customer can benefit from the product or service on its own or with other resources that are readily available to the customer and the product or service is separately identifiable from other promises in the arrangement. The consideration is allocated between separate performance obligations in proportion to their estimated standalone selling price (SSP). The SSP reflects the price the Company would charge for a specific product or service if it were sold separately in similar circumstances and to similar customers. If the selling price is not directly observable, the Company generally uses the cost plus margin approach to estimate SSP. For patent cross-license arrangements, the Company estimates the SSP of the patents based on historical or forecasted development costs for existing and future patents granted or to be granted to customers. Costs related to products delivered are recognized in the period revenue is recognized. The Company provides standard product warranties for a term of typically one year to ensure that its products comply with agreed-upon specifications. Standard warranties are considered to be assurance type warranties and are not accounted for as separate performance obligations. Please see Product Warranty for accounting policy on standard warranties. The Company also provides service type extended warranties for an additional term ranging up to two Other Policies, Judgments and Practical Expedients Costs to obtain a contract. The Company generally expenses the incremental costs of obtaining a contract when incurred because the amortization period for these costs would be less than one year. These costs primarily relate to sales commissions and are recorded at the time of the customer order or product shipment in sales and marketing expense in the Company’s consolidated statements of operations. Commission expense was $0.7 million, $0.5 million and $0.5 million, respectively, for 2020, 2019 and 2018. Right of return. The Company’s general terms and conditions for its contracts do not contain a right of return that allows the customer to return products and receive a credit. Therefore the Company does not estimate returns and generally recognizes revenue at contract price upon product shipment or delivery. Remaining performance obligations. Revenue allocated to remaining performance obligations represents the transaction price allocated to the performance obligations that are unsatisfied, or partially unsatisfied. It includes unearned revenue and amounts that will be invoiced and recognized as revenue in future periods and does not include contracts where the customer is not committed. The customer is not considered committed where they are able to terminate for convenience without payment of a substantive penalty under the contract. Additionally, as a practical expedient, the Company has not disclosed the value of unsatisfied performance obligations for contracts with an original expected length of one year or less. The amount of the transaction price allocated to unsatisfied performance obligations with a duration of more than 12 months is recorded in long-term contract liability. Significant financing component. In certain arrangements, the Company receives payment from a customer either before or after the performance obligation has been satisfied. The expected timing difference between the payment and satisfaction of performance obligations for the vast majority of the Company’s contracts is one year or less; therefore, the Company applies a practical expedient and does not consider the effects of the time value of money. The Company’s contracts with customer prepayment terms do not include a significant financing component because the primary purpose is not to receive financing from the customers. For arrangements with licenses of intellectual property that include subsequent minimum royalty payments more than one year, the Company adjusts the amount of recorded revenue to reflect the effects of the time value of money if the timing of payments agreed to by the parties to the contract (either explicitly or implicitly) provides the customer with a significant benefit of financing. The effect of the significant financing component will be recognized as interest income separately from revenue from contracts with customers. Contract modifications. The Company may modify contracts to offer customers additional products or services. Each of the additional products and services are generally considered distinct from those products or services transferred to the customer before the modification. The Company evaluates whether the contract price for the additional products and services reflects the standalone selling price as adjusted for facts and circumstances applicable to that contract. In these cases, the Company accounts for the additional products or services as a separate contract. In other cases where the pricing in the modification does not reflect the standalone selling price as adjusted for facts and circumstances applicable to that contract, the Company accounts for the additional products or services as part of the existing contract primarily on a prospective basis. Judgments and estimates. Accounting for contracts recognized over time under ASC 606 involves the use of various techniques to estimate total contract revenue and costs. Due to uncertainties inherent in the estimation process, it is possible that estimates of costs to complete a performance obligation will be revised in the near-term. The Company reviews and updates its contract-related estimates regularly, and records adjustments as needed. For those performance obligations for which revenue is recognized using a cost-to-cost input method, changes in total estimated costs, and related progress towards complete satisfaction of the performance obligation, are recognized in the period in which the revisions to the estimates are made. Research and Development Research and development costs are expensed as incurred. Advertising Advertising costs are expensed as incurred and were $1.4 million, $2.3 million and $1.7 million, respectively, for 2020, 2019 and 2018. Stock-Based Compensation Expense Stock-based compensation consists of expense for stock options, RSAs and RSUs granted to employees and nonemployees based on the stock award’s grant date fair value. The Company uses the fair market value of its common stock to estimate the fair value of its RSAs and RSUs and uses the Black-Scholes option pricing model to estimate the fair value of its stock options. For market-based performance RSUs (PRSUs), the Company uses the Monte Carlo simulation model (a binomial lattice-based valuation model) to determine the fair value. Stock-based compensation expense for stock options and service-condition awards that are expected to vest is recognized on a straight-line basis over the requisite service period. For performance-based awards, expense is recognized when it is probable the performance goal will be achieved, however if the likelihood becomes improbable, that expense is reversed. The Company recognizes forfeitures as they occur. As a result of the Business Combination, on October 30, 2020, the Board waived the liquidity event vesting condition applicable to outstanding shares of pre-combination Velodyne's RSUs. As such, the Company's outstanding RSUs vested to the extent the applicable service condition was satisfied as of such date. The Company accounted for the modification as an exchange of the original award, that was not expected to vest, for a new award.The fair value of the RSUs were re-measured based on the fair market value of the underlying Velodyne common stock on the modification date. The compensation expenses resulting from the modification are recognized ratably over the remaining requisite service period or recognized immediately to the extent the RSU’s service condition has been satisfied as of the modification date. Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. 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 rate is recognized in income in the period that includes the enactment date. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. Commitments and Contingencies Liabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of loss or the amount within a range of loss can be reasonably estimated. When no amount within the range is a better estimate than any other amount, the Company accrues for the minimum amount within the range. Legal costs incurred in connection with loss contingencies are expensed as incurred. No significant liabilities for loss contingencies were accrued as of December 31, 2020 and 2019. Product Warranties The Company typically provides a one-year warranty on its products. Estimated future warranty costs are accrued and charged to cost of revenue in the period that the related revenue is recognized. These estimates are based on historical warranty experience and any known or expected changes in warranty exposure, such as trends of product reliability and costs of repairing and replacing defective products. The Company periodically assesses the adequacy of its recorded warranty liabilities and adjusts the amounts as necessary. Changes in the Company’s accrued warranty liability, which is included as a component of other accrued expenses was as follows (in thousands): Year Ended December 31, 2020 2019 2018 Balance as of the beginning of the period $ 4,322 $ 3,531 $ 1,317 Warranty provision 4,316 6,531 5,469 Consumption (2,700) (4,939) (4,055) Changes in p |
Business Combination and Relate
Business Combination and Related Transactions | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
Business Combination and Related Transactions | Business Combination and Related Transactions On September 29, 2020, the Company consummated a business combination with the pre-combination Velodyne pursuant to the Merger Agreement. Pursuant to ASC 805, for financial accounting and reporting purposes, the pre-combination Velodyne was deemed the accounting acquirer and the Company was treated as the accounting acquiree, and the Business Combination was accounted for as a reverse recapitalization. Accordingly, the Business Combination was treated as the equivalent of the pre-combination Velodyne issuing stock for the net assets of Graf, accompanied by a recapitalization. Under this method of accounting, the consolidated financial statements of the Company are the historical financial statements of the pre-combination Velodyne. The net assets of Graf were stated at historical costs, with no goodwill or other intangible assets recorded in accordance with U.S. GAAP, and are consolidated with the pre-combination Velodyne's financial statements on the Closing date. The shares and net income (loss) per share available to holders of the Company’s common stock, prior to the Business Combination, have been retroactively restated as shares reflecting the exchange ratio established in the Merger Agreement. In connection with the Business Combination, Graf entered into subscription agreements with certain investors (the PIPE Investors), whereby it issued 15,000,000 shares of common stock at $10.00 per share (the Private Placement Shares) for an aggregate purchase price of $150.0 million (the Private Placement), which closed simultaneously with the consummation of the Business Combination. Upon the closing of the Business Combination, the Private Placement Shares were automatically converted into shares of the Company's common stock on a one-for-one basis. The aggregate consideration for the Business Combination and proceeds from the Private Placement was approximately $1.8 billion, consisting of (i) $222.1 million in cash at the closing of the Business Combination, net of transaction expenses, and (ii) 150,277,532 shares of common stock valued at $10.25 per share, totaling $1,540.3 million. The common stock consideration consists of up to (1) 143,575,763 shares of Company common stock, including shares issuable in respect of vested equity awards of the pre-combination Velodyne, plus (2) 2,000,000 shares of Company common stock earned due to the satisfaction of the Earnout Condition on July 30, 2020, including 187,861 Earnout RSUs, which are subject to a six-month service condition and are not legally issued and outstanding shares of Company common stock at Closing, plus (3) 4,702,304 shares of Company common stock that were issued to Velodyne equity holders that did not opt to have their respective shares repurchased by the pre-combination Velodyne for cash in a pre-closing tender offer conducted by the pre-combination Velodyne (the Pre-Closing Tender Offer). The Company used $1.8 million of the proceeds to repurchase and retire 175,744 shares of Company common stock from certain stockholders in the Pre-Closing Tender Offer. In connection with the Business Combination, the Company incurred direct and incremental costs of approximately $29.1 million related to the equity issuance, consisting primarily of investment banking, legal, accounting and other professional fees, which were recorded to additional paid-in capital as a reduction of proceeds. As of December 31, 2020, the On July 3, 2019, the Company acquired technology, workforce and certain assets of Mapper.ai, Inc. (Mapper), an on-demand map solution company, for a total of $2.5 million in cash. The acquisition was accounted for using the purchase method of accounting for business combinations. The total purchase price is allocated to acquired assets based on their estimated fair value at the acquisition date as follows (in thousands): Assets Acquired: Amount Developed technology $ 1,140 Property and equipment 144 Goodwill 1,189 Total purchase price $ 2,473 The excess of the purchase price over the tangible and intangible assets acquired has been recorded as goodwill. The goodwill is attributable to the workforce of the acquired business and expected synergies with the Company’s existing operations and is amortizable for income tax purposes. Management integrates the Mapper acquisition into its existing business structure, which is comprised of a single reporting unit. Developed technology is amortized on a straight-line basis over its estimated useful life of 3 years. Acquisition- related costs of $0.2 million were expensed in the period incurred within general and administrative expense in the Company’s consolidated statement of operations. The results of operations related to this acquisition have been included in the Company’s consolidated statements of operations from the acquisition date. Pro forma disclosures have not been provided since the acquisition did not have, and is not expected to have, a material impact on the Company's results of operations. |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue Disaggregation of Revenues The Company disaggregates its revenue from contracts with customers by geographic region based on the shipping location of the customer, type of good or service and timing of transfer of goods or services to customers (point-in-time or over time), as it believes it best depicts how the nature, amount, timing and uncertainty of its revenue and cash flows are affected by economic factors. Total revenue based on the disaggregation criteria described above is as follows (dollar in thousands): Year Ended December 31, 2020 2019 2018 % of Revenue % of Revenue % of Revenue Revenue Revenue Revenue Revenue by geography: North America $ 41,228 43 % $ 49,634 49 % $ 84,541 59 % Asia Pacific 39,310 41 % 28,791 28 % 39,770 28 % Europe, Middle East and Africa 14,824 16 % 22,973 23 % 18,635 13 % Total $ 95,362 100 % $ 101,398 100 % $ 142,946 100 % Revenue by products and services: Products $ 68,355 72 % $ 81,424 80 % $ 132,933 93 % License and services 27,007 28 % 19,974 20 % 10,013 7 % Total $ 95,362 100 % $ 101,398 100 % $ 142,946 100 % Revenue by timing of recognition: Goods transferred at a point in time $ 92,550 97 % $ 92,890 92 % $ 139,852 98 % Goods and services transferred over time 2,812 3 % 8,508 8 % 3,094 2 % Total $ 95,362 100 % $ 101,398 100 % $ 142,946 100 % In June 2020, the Company entered into a patent cross-license agreement related to its litigation settlement with a customer in Asia Pacific. Under the terms of the arrangement, the customer agreed to make a one-time license payment upon settlement, will make annual fixed royalty payments through 2022, and thereafter, will make product sales royalty payments through February 2030. During 2020, the Company recognized license revenue of $19.7 million related to this agreement, representing 21% of total revenue for 2020. In September 2020, Velodyne entered into another patent cross-license agreement related to its litigation with a different customer in Asia Pacific. As of December 31, 2020, the Company recorded $3.4 million and $13.7 million, respectively, in current and long-term deferred revenue associated with the rights granted as part of these patent cross-license agreements to receive future patents as they represent stand ready obligations. As of December 31, 2020, the Company also recorded $11.3 million of contract assets related to these patent cross-license agreements. Products revenue for 2020 included a $11.1 million one-time stocking fee from a customer in North America. Contract Assets and Contract Liabilities Contract assets primarily relates to unbilled accounts receivable. Unbilled amounts arise when the timing of billing differs from the timing of revenue recognized, such as when revenue recognized on the guaranteed minimums at the inception of the contract when there is not yet a right to invoice in accordance with contract terms. Unbilled amounts are recorded as a contract asset when the revenue associated with the contract is recognized prior to billing and reclassified to accounts receivable when billed in accordance with the terms of the contract. Contract liabilities consist of deferred revenue, customer advanced payments and customer deposits. Deferred revenue includes billings in excess of revenue recognized related to product sales, licenses, extended warranty and other services revenue, and is recognized as revenue when the Company performs under the contract. The long-term portion of deferred revenue, mostly related to obligations under license arrangements and extended warranty, is classified as non-current contract liabilities and is included in other long-term liabilities in the Company’s consolidated balance sheets. Customer advanced payments represent required customer payments in advance of product shipments according to customer’s payment term. Customer advance payments are recognized as revenue when control of the performance obligation is transferred to the customer. Customer deposits represent consideration received from a customer which can be applied to future product or service purchases, or refunded. Contract assets and contract liabilities consisted of the following as of December 31, 2020 and December 31, 2019 (in thousands): December 31, 2020 2019 Contract assets, current Unbilled accounts receivable $ 2,813 $ — Contract assets, long-term Unbilled accounts receivable 8,440 — Total contract assets $ 11,253 $ — Contract liabilities, current Deferred revenue, current $ 7,143 $ 926 Customer advance payment 180 11,252 Customer deposit — 6,083 Total 7,323 18,261 Contract liabilities, long-term Deferred revenue, long-term 14,732 903 Total contract liabilities $ 22,055 $ 19,164 The following table shows the significant changes in contract assets and contract liabilities balances (in thousands): Year Ended December 31, 2020 2019 2018 Contract assets: Beginning balance $ — $ — $ — Increase due to unbilled and recognized as revenue in excess of billings during the period, net of amounts transferred to receivables 11,253 — — Ending balance $ 11,253 $ — $ — Contract liabilities: Beginning balance $ 19,164 $ 20,911 $ 16,835 Impact of ASC 606 adoption — — (256) Revenue recognized that was included in the contract liabilities beginning balance (12,182) (3,149) (7,393) Increase due to cash received and not recognized as revenue and billings in excess of revenue recognized during the period 21,156 1,402 11,725 Customer deposits reclassified to refund liabilities (6,083) — — Ending balance $ 22,055 $ 19,164 $ 20,911 During 2020, the Company reclassified customer deposit of $6.1 million to refund liabilities and refunded the entire amount to a customer. |
Fair Value Measurement
Fair Value Measurement | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | Fair Value Measurement The Company categorizes assets and liabilities recorded at fair value on the consolidated balance sheet based on the level of judgment associated with inputs used to measure their fair value. For assets and liabilities measured at fair value, fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining fair value, the Company considers the principal or most advantageous market in which the Company would transact, and the Company considers assumptions that market participants would use when pricing the asset or liability. The three levels of inputs that may be used to measure fair value are: • Level 1 — Quoted prices in active markets for identical assets or liabilities. • Level 2 — Observable inputs other than Level 1 prices, such as quoted prices for similar assets and liabilities in active markets or quoted prices in less active market. All significant inputs used in the valuations are observable or can be directly or indirectly through market corroboration, for substantially the full term of the assets or liabilities. • Level 3 — Unobservable inputs are based on assumptions used to measure assets and liabilities at fair value. The inputs require significant management judgment or estimation. The Company monitors and review the inputs to ensure the fair value measurements are reasonable and consistent with market experience in similar asset classes. The following table summarize the Company’s assets measured at fair value on a recurring basis, by level, within the fair value hierarchy (in thousands): December 31, 2020 Level 1 Level 2 Level 3 Total Cash equivalents: Money market fund $ 74,107 $ — $ — $ 74,107 Treasury bill and U.S. government and agency securities 19,999 — — 19,999 Corporate debt securities — 2,003 — 2,003 Commercial paper — 33,295 — 33,295 Total cash equivalents 94,106 35,298 — 129,404 Short-term investments: Commercial paper — 122,265 — 122,265 Corporate debt securities — 23,371 — 23,371 Total short-term investments — 145,636 — 145,636 Total assets measured at fair value $ 94,106 $ 180,934 $ — $ 275,040 December 31, 2019 Level 1 Level 2 Level 3 Total Cash equivalents: Money market fund $ 44,669 $ — $ — $ 44,669 Total cash equivalents 44,669 — — 44,669 Short-term investments: Commercial paper — 1,099 — 1,099 Corporate debt securities — 1,100 — 1,100 Total short-term investments — 2,199 — 2,199 Total assets measured at fair value $ 44,669 $ 2,199 $ — $ 46,868 Cash equivalents consist primarily of money market funds with original maturities of three months or less at the time of purchase, and the carrying amount is a reasonable estimate of fair value. Short-term investments consist of investment securities with original maturities greater than three months and are included as current assets in the consolidated balance sheets. |
Balance Sheet Components
Balance Sheet Components | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Balance Sheet Components | Balance Sheet Components Accounts Receivables, Net Accounts receivables, net consist of the following (in thousands): December 31, 2020 2019 Accounts receivable $ 14,855 $ 12,330 Allowance for doubtful accounts (876) (467) Accounts receivable, net $ 13,979 $ 11,863 Inventories, Net Inventories, net of reserve, consist of the following (in thousands): December 31, 2020 2019 Raw materials $ 6,876 $ 12,374 Work-in-process 4,347 1,748 Finished goods 6,909 5,629 Total inventories 18,132 19,751 Less inventories not deemed to be current, included in other assets — 4,764 Inventories, included in current assets $ 18,132 $ 14,987 Non-current inventories consist of raw material components forecasted to be used in production later than twelve months from the respective balance sheet dates. The Company believes that these inventories will be utilized for future production plans. Prepaid and Other Current Assets Prepaid and other current assets consist of the following (in thousands): December 31, 2020 2019 Prepaid expenses and deposits $ 5,698 $ 3,045 Due from contract manufacturers and vendors 2,944 4,068 Prepaid taxes 1,612 2,122 Contract assets 2,813 — Receivable from warrant exercises 9,074 — Other 178 3,683 Total prepaid and other current assets $ 22,319 $ 12,918 Property, Plant and Equipment, Net Property, plant and equipment, at cost, consist of the following (in thousands): December 31, 2020 2019 Land $ — $ 2,340 Building — 3,142 Machinery and equipment 32,688 30,082 Building improvements — 4,194 Leasehold improvements 5,905 5,581 Furniture and fixtures 1,479 1,431 Vehicles 360 759 Software 1,357 1,343 Assets under construction 641 170 42,430 49,042 Less: accumulated depreciation and amortization (25,625) (22,764) Property, plant and equipment, net $ 16,805 $ 26,278 Capital lease equipment $ 888 $ 888 Less: accumulated depreciation (381) (203) Capital lease equipment, net $ 507 $ 685 In March 2020, the Company reclassified the then carrying value of $4.7 million related to its Morgan Hill properties previously reported as property, plant and equipment to assets held for sale and included as other current assets in its consolidated balance sheets. On July 2, 2020, the Company sold the properties to a third-party buyer for $12.3 million and recorded a gain of $7.5 million in 2020. The aggregate depreciation and amortization related to property, plant and equipment was as follows (in thousands): Year Ended December 31, 2020 2019 2018 Depreciation and amortization on property, plant and equipment $ 8,009 $ 7,805 $ 6,791 Depreciation on capital lease equipment 178 122 81 Intangible Assets, Net Intangible assets, net, consist of the following (in thousands): Gross Carrying Amount Accumulated Amortization Net Book Value As of December 31, 2020: Developed technology $ 1,200 $ 573 $ 627 As of December 31, 2019: Developed technology $ 1,170 $ 188 $ 982 Amortization of intangible assets is as follows (in thousands): Year Ended December 31, 2020 2019 2018 Amortization of intangible assets $ 385 $ 188 $ — Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following (in thousands): December 31, 2020 2019 Accrued payroll expenses $ 11,877 $ 10,537 Accrued manufacturing costs 8,003 3,344 Accrued transaction costs 25,057 — Accrued professional and consulting fees 965 5,572 Accrued warranty costs 2,204 4,322 Accrued taxes 1,074 944 Refund liabilities — 4,878 Other 1,169 1,563 Total accrued expense and other current liabilities $ 50,349 $ 31,160 Long-Term Liabilities Long-term liabilities consisted of the following (in thousands): December 31, 2020 2019 PPP Loan $ 10,000 $ — Contract liabilities, long-term 14,732 903 Other 1,195 1,322 Total long-term liabilities $ 25,927 $ 2,225 |
Mapper Acquisition
Mapper Acquisition | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
Mapper Acquisition | Business Combination and Related Transactions On September 29, 2020, the Company consummated a business combination with the pre-combination Velodyne pursuant to the Merger Agreement. Pursuant to ASC 805, for financial accounting and reporting purposes, the pre-combination Velodyne was deemed the accounting acquirer and the Company was treated as the accounting acquiree, and the Business Combination was accounted for as a reverse recapitalization. Accordingly, the Business Combination was treated as the equivalent of the pre-combination Velodyne issuing stock for the net assets of Graf, accompanied by a recapitalization. Under this method of accounting, the consolidated financial statements of the Company are the historical financial statements of the pre-combination Velodyne. The net assets of Graf were stated at historical costs, with no goodwill or other intangible assets recorded in accordance with U.S. GAAP, and are consolidated with the pre-combination Velodyne's financial statements on the Closing date. The shares and net income (loss) per share available to holders of the Company’s common stock, prior to the Business Combination, have been retroactively restated as shares reflecting the exchange ratio established in the Merger Agreement. In connection with the Business Combination, Graf entered into subscription agreements with certain investors (the PIPE Investors), whereby it issued 15,000,000 shares of common stock at $10.00 per share (the Private Placement Shares) for an aggregate purchase price of $150.0 million (the Private Placement), which closed simultaneously with the consummation of the Business Combination. Upon the closing of the Business Combination, the Private Placement Shares were automatically converted into shares of the Company's common stock on a one-for-one basis. The aggregate consideration for the Business Combination and proceeds from the Private Placement was approximately $1.8 billion, consisting of (i) $222.1 million in cash at the closing of the Business Combination, net of transaction expenses, and (ii) 150,277,532 shares of common stock valued at $10.25 per share, totaling $1,540.3 million. The common stock consideration consists of up to (1) 143,575,763 shares of Company common stock, including shares issuable in respect of vested equity awards of the pre-combination Velodyne, plus (2) 2,000,000 shares of Company common stock earned due to the satisfaction of the Earnout Condition on July 30, 2020, including 187,861 Earnout RSUs, which are subject to a six-month service condition and are not legally issued and outstanding shares of Company common stock at Closing, plus (3) 4,702,304 shares of Company common stock that were issued to Velodyne equity holders that did not opt to have their respective shares repurchased by the pre-combination Velodyne for cash in a pre-closing tender offer conducted by the pre-combination Velodyne (the Pre-Closing Tender Offer). The Company used $1.8 million of the proceeds to repurchase and retire 175,744 shares of Company common stock from certain stockholders in the Pre-Closing Tender Offer. In connection with the Business Combination, the Company incurred direct and incremental costs of approximately $29.1 million related to the equity issuance, consisting primarily of investment banking, legal, accounting and other professional fees, which were recorded to additional paid-in capital as a reduction of proceeds. As of December 31, 2020, the On July 3, 2019, the Company acquired technology, workforce and certain assets of Mapper.ai, Inc. (Mapper), an on-demand map solution company, for a total of $2.5 million in cash. The acquisition was accounted for using the purchase method of accounting for business combinations. The total purchase price is allocated to acquired assets based on their estimated fair value at the acquisition date as follows (in thousands): Assets Acquired: Amount Developed technology $ 1,140 Property and equipment 144 Goodwill 1,189 Total purchase price $ 2,473 The excess of the purchase price over the tangible and intangible assets acquired has been recorded as goodwill. The goodwill is attributable to the workforce of the acquired business and expected synergies with the Company’s existing operations and is amortizable for income tax purposes. Management integrates the Mapper acquisition into its existing business structure, which is comprised of a single reporting unit. Developed technology is amortized on a straight-line basis over its estimated useful life of 3 years. Acquisition- related costs of $0.2 million were expensed in the period incurred within general and administrative expense in the Company’s consolidated statement of operations. The results of operations related to this acquisition have been included in the Company’s consolidated statements of operations from the acquisition date. Pro forma disclosures have not been provided since the acquisition did not have, and is not expected to have, a material impact on the Company's results of operations. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Loss | Accumulated Other Comprehensive Loss Accumulated other comprehensive loss was comprised of the following as of December 31, 2020 and December 31, 2019 (in thousands): December 31, 2020 2019 Foreign currency translation loss $ (170) $ (216) Unrealized loss on investments (60) — Total accumulated other comprehensive loss $ (230) $ (216) During 2020, 2019 and 2018, there were no significant amounts related to foreign currency translation loss or realized gains or loss on investments reclassified to net loss from accumulated other comprehensive loss. Common Stock On September 30, 2020, Velodyne Lidar’s common stock and warrants began trading on the Nasdaq Global Select Market under the symbol “VLDR” and “VLDRW,” respectively. Pursuant to the terms of the Amended and Restated Certificate of Incorporation, the Company is authorized and has available for issuance the following shares and classes of capital stock, each with a par value of $0.0001 per share: (i) 2,250,000,000 shares of common stock; (ii) 25,000,000 shares of preferred stock. Immediately following the Business Combination, there were 168,713,296 shares of common stock with a par value of $0.0001, and 24,876,512 warrants outstanding. As discussed in Note 2, Business Combination, the Company has retroactively adjusted the shares issued and outstanding prior to September 29, 2020 to give effect to the exchange ratio established in the Merger Agreement to determine the number of shares of common stock into which they were converted. Prior to the Closing, Velodyne Lidar had shares of no par value Series A, Series B and Series B-1 preferred stock outstanding, all of which were convertible into shares of common stock of the pre-combination Velodyne on a 1:1 basis, subject to certain anti-dilution protections. Upon the Closing, the outstanding shares of preferred stock were converted into common stock of the Company at 1:2.9786, 1:3.5465 and 1:3.5465, respectively, the exchange rates established in the Merger Agreement. The following summarizes the Company’s preferred stock conversion immediately after the Business Combination: September 29, 2020 Preferred Stock Shares Conversion Ratio Common Stock Shares Series A Convertible Preferred Stock (pre-combination) 8,772,852 2.9786 26,130,888 Series B Convertible Preferred Stock (pre-combination) 1,375,440 3.5465 4,878,048 Series B-1 Convertible Preferred Stock (pre-combination) 1,925,616 3.5465 6,829,267 Total 12,073,908 37,838,203 In conjunction with the Business Combination, Graf obtained commitments from certain PIPE Investors to purchase shares of Graf Class A common stock, which were automatically converted into 15,000,000 shares of Graf’s Class A common stock for a purchase price of $10.00 per share, which were automatically converted into shares of the Company’s common stock on a one-for-one basis upon the closing of the Business Combination. As of December 31, 2020, the Company had 175,912,194 shares of common stock outstanding, which excludes 4,183,624 restricted stock award (RSA) shares issued and outstanding that are subject to certain lock-up and forfeiture arrangements. The following summarizes the Company’s common stock outstanding as of December 31, 2020: Shares % Converted pre-combination Velodyne common stock outstanding, net of shares repurchased as part of the tender offer 101,849,247 57.9 % Converted pre-combination Velodyne preferred stock outstanding 24,772,759 14.1 % Public stockholders 44,260,188 25.1 % Graf Founder shares 2,575,000 1.5 % PIPE shares 2,455,000 1.4 % Total common stock issued and outstanding as of December 31, 2020 175,912,194 100.0 % Preferred Stock The Company is authorized to issue up to 25,000,000 shares of preferred stock, each with a par value of $0.0001 per share. As of December 31, 2020, no shares of preferred stock were issued and outstanding. Warrants Upon the Closing, there were 24,876,512 outstanding warrants to purchase shares of the Company’s common stock that were issued by Graf prior to the Business Combination. Each whole warrant entitles the holder to purchase three-quarters of one share of the Company’s common stock at a price of $11.50 per share, subject to adjustments. The warrants are exercisable at any time commencing 30 days after the completion of the Business Combination and expire five years after the completion of the Business Combination. The Company may redeem the outstanding warrants in whole and not in part at a price of $0.01 per warrant at any time after they become exercisable, provided that the last sale price of the Company’s common stock equals or exceeds $18.00 per share, subject to adjustments, for any 20-trading days within a 30-trading day period ending three business days prior to the date on which the Company sends the notice of redemption to the warrant holders. In connection with the Business Combination, on October 19, 2020, the Company registered the issuance of an aggregate of up to 18,657,384 shares of its common stock that are issuable upon the exercise of its warrants including up to 375,000 shares of its common stock issuable upon exercise of its working capital warrants issued to Graf LLC. The exercise price of the warrants is $11.50 per share. There were 9,598,538 warrants exercised and 7,198,898 shares of common stocks issued under warrant exercises as of December 31, 2020. Subsequently, there were additional 9,298,456 warrants exercised and 6,973,826 shares of common stocks issued under warrant exercises as of March 10, 2021. The Company received $73.7 million in net proceeds from the exercises of warrants in 2020 and received an additional $89.3 million in net proceeds from the exercises of warrants in 2021 as of March 10, 2021. Dividend |
Credit Facilities and Notes Pay
Credit Facilities and Notes Payable | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Credit Facilities and Notes Payable | Credit Facilities and Notes Payable In January 2020, the Company entered into a loan and security agreement with a financial institution (the 2020 Revolving Line), as amended in September 2020 and in December 2020, which provides a revolving line of credit of $25.0 million, with an option to increase the credit limit up to additional $15.0 million with the bank’s approval. As part of the Revolving Line, there is a letters of credit sub-limit of $5.0 million. The advances under the Revolving Line bear interest at a rate per annum equal to prime rate plus an applicable margin of 1.5% for prime rate advances, or LIBOR rate plus an applicable margin of 2.5% for LIBOR advances. Unused revolving line facility fee is 0.15% per annum of average unused portion of the Revolving Line. In addition, there is a $50,000 non-refundable commitment fee if the Company exercises the Incremental Revolving Line option. The Revolving Line is secured by certain assets of the Company. The 2020 Revolving Line expired on February 27, 2021 and the Company intends to extend for one On April 8, 2020, the Company received loan proceeds of $10.0 million under the CARES Act’s Paycheck Protection Program (PPP). The principal and accrued interest are forgivable after 24 weeks as long as the borrower uses the loan proceeds for eligible purposes, including payroll, benefits, rent and utilities, and maintains its payroll levels and that approval is received from the relevant government entity. The unforgiven portion of the PPP Loan is payable in two years at an interest rate of 1% per annum, with a deferral of interest payments for ten months after the expiration of the 24-week covered period. The PPP loan balance of $10.0 million was included in other long-term liabilities in the Company’s consolidated balance sheet as of December 31, 2020. |
Stockholders_ Equity
Stockholders’ Equity | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Stockholders' Equity | Accumulated Other Comprehensive Loss Accumulated other comprehensive loss was comprised of the following as of December 31, 2020 and December 31, 2019 (in thousands): December 31, 2020 2019 Foreign currency translation loss $ (170) $ (216) Unrealized loss on investments (60) — Total accumulated other comprehensive loss $ (230) $ (216) During 2020, 2019 and 2018, there were no significant amounts related to foreign currency translation loss or realized gains or loss on investments reclassified to net loss from accumulated other comprehensive loss. Common Stock On September 30, 2020, Velodyne Lidar’s common stock and warrants began trading on the Nasdaq Global Select Market under the symbol “VLDR” and “VLDRW,” respectively. Pursuant to the terms of the Amended and Restated Certificate of Incorporation, the Company is authorized and has available for issuance the following shares and classes of capital stock, each with a par value of $0.0001 per share: (i) 2,250,000,000 shares of common stock; (ii) 25,000,000 shares of preferred stock. Immediately following the Business Combination, there were 168,713,296 shares of common stock with a par value of $0.0001, and 24,876,512 warrants outstanding. As discussed in Note 2, Business Combination, the Company has retroactively adjusted the shares issued and outstanding prior to September 29, 2020 to give effect to the exchange ratio established in the Merger Agreement to determine the number of shares of common stock into which they were converted. Prior to the Closing, Velodyne Lidar had shares of no par value Series A, Series B and Series B-1 preferred stock outstanding, all of which were convertible into shares of common stock of the pre-combination Velodyne on a 1:1 basis, subject to certain anti-dilution protections. Upon the Closing, the outstanding shares of preferred stock were converted into common stock of the Company at 1:2.9786, 1:3.5465 and 1:3.5465, respectively, the exchange rates established in the Merger Agreement. The following summarizes the Company’s preferred stock conversion immediately after the Business Combination: September 29, 2020 Preferred Stock Shares Conversion Ratio Common Stock Shares Series A Convertible Preferred Stock (pre-combination) 8,772,852 2.9786 26,130,888 Series B Convertible Preferred Stock (pre-combination) 1,375,440 3.5465 4,878,048 Series B-1 Convertible Preferred Stock (pre-combination) 1,925,616 3.5465 6,829,267 Total 12,073,908 37,838,203 In conjunction with the Business Combination, Graf obtained commitments from certain PIPE Investors to purchase shares of Graf Class A common stock, which were automatically converted into 15,000,000 shares of Graf’s Class A common stock for a purchase price of $10.00 per share, which were automatically converted into shares of the Company’s common stock on a one-for-one basis upon the closing of the Business Combination. As of December 31, 2020, the Company had 175,912,194 shares of common stock outstanding, which excludes 4,183,624 restricted stock award (RSA) shares issued and outstanding that are subject to certain lock-up and forfeiture arrangements. The following summarizes the Company’s common stock outstanding as of December 31, 2020: Shares % Converted pre-combination Velodyne common stock outstanding, net of shares repurchased as part of the tender offer 101,849,247 57.9 % Converted pre-combination Velodyne preferred stock outstanding 24,772,759 14.1 % Public stockholders 44,260,188 25.1 % Graf Founder shares 2,575,000 1.5 % PIPE shares 2,455,000 1.4 % Total common stock issued and outstanding as of December 31, 2020 175,912,194 100.0 % Preferred Stock The Company is authorized to issue up to 25,000,000 shares of preferred stock, each with a par value of $0.0001 per share. As of December 31, 2020, no shares of preferred stock were issued and outstanding. Warrants Upon the Closing, there were 24,876,512 outstanding warrants to purchase shares of the Company’s common stock that were issued by Graf prior to the Business Combination. Each whole warrant entitles the holder to purchase three-quarters of one share of the Company’s common stock at a price of $11.50 per share, subject to adjustments. The warrants are exercisable at any time commencing 30 days after the completion of the Business Combination and expire five years after the completion of the Business Combination. The Company may redeem the outstanding warrants in whole and not in part at a price of $0.01 per warrant at any time after they become exercisable, provided that the last sale price of the Company’s common stock equals or exceeds $18.00 per share, subject to adjustments, for any 20-trading days within a 30-trading day period ending three business days prior to the date on which the Company sends the notice of redemption to the warrant holders. In connection with the Business Combination, on October 19, 2020, the Company registered the issuance of an aggregate of up to 18,657,384 shares of its common stock that are issuable upon the exercise of its warrants including up to 375,000 shares of its common stock issuable upon exercise of its working capital warrants issued to Graf LLC. The exercise price of the warrants is $11.50 per share. There were 9,598,538 warrants exercised and 7,198,898 shares of common stocks issued under warrant exercises as of December 31, 2020. Subsequently, there were additional 9,298,456 warrants exercised and 6,973,826 shares of common stocks issued under warrant exercises as of March 10, 2021. The Company received $73.7 million in net proceeds from the exercises of warrants in 2020 and received an additional $89.3 million in net proceeds from the exercises of warrants in 2021 as of March 10, 2021. Dividend |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation Pre-Combination Velodyne Stock Incentive Plans Prior to the Business Combination, commencing in 2008, the Board of Directors of the pre-combination Velodyne approved the 2007 Incentive Stock Plan (2007 Stock Plan) and the 2016 Stock Plan. The 2007 Stock Plan provided for the granting of stock-based awards in the form of stock options and restricted stock awards to employees. The 2016 Stock Plan provides for the direct award or sale of shares, the grant of stock options and restricted stock units (RSUs) to employees, directors and consultants. As a result of the Business Combination, the stockholders of the Company approved the Velodyne Lidar, Inc. 2020 Equity Incentive Plan (the 2020 Equity Plan). In accordance with the Merger Agreement, the Board approved cancelling and converting all outstanding equity-awards granted under the 2007 Stock Plan and 2016 Stock Plan into equity-based awards under the 2020 Incentive Plan effective upon the consummation of the Business Combination, based on exchange ratios established in the Merger Agreement with the same general terms and conditions corresponding to the original awards. The Company rolled forward all outstanding options, RSAs and RSUs granted under the 2007 Stock Plan and 2016 Stock Plan into same type of equity-based awards under the 2020 Equity Plan effective upon the consummation of the Business Combination. The shares under the 2007 Stock Plan and 2016 Stock Plan have been retroactively restated as shares reflecting the exchange ratio established in the Merger Agreement. 2020 Equity Incentive Plans In connection with the Business Combination, on September 29, 2020, the Company's stockholders approved the 2020 Equity Plan and the 2020 Employee Stock Purchase Plan (the 2020 ESPP). The 2020 Equity Plan provides for the grant of stock options, stock appreciation rights, restricted stock units and other stock or cash-based awards. The Company initially reserved 27,733,888, approximately 16% of the number of shares of its common stock outstanding upon the Closing, as the “Initial Limit” for the issuance of awards under the 2020 Equity Plan. The 2020 Equity Plan provides that the number of shares reserved and available for issuance under the plan will automatically increase each January 1, beginning on January 1, 2021 and ending on (and including) January 1, 2030, the aggregate number of Common Shares that may be issued under the Plan shall automatically increase by a number equal to the least of (a) 5% of the total number of Common Shares actually issued and outstanding on the last day of the preceding fiscal year, (b) 10,000,000 Common Shares, or (c) a number of Common Shares determined by the Board. This limit is subject to adjustment in the event of a stock split, stock dividend or other change in the Company’s capitalization. Under the 2020 ESPP, there are initially 3,492,097 authorized but unissued or reacquired shares of common stock reserved for issuance, plus an additional number of shares to be reserved annually on the first day of each fiscal year for a period of not more than 20 years, beginning on January 1, 2021, in an amount equal to the least of (i) one percent (1%) of the outstanding shares of our common stock on such date, (ii) 2,500,000 shares of our common stock or (iii) a lesser amount determined by the Compensation Committee or the Board. The Board has adopted the sell-to-cover method as the tax withholding method for stock awards upon settlement, pursuant to which shares with a market value equivalent to the tax withholding obligation are sold on behalf of the holder of the awards to cover the tax withholding liability and the cash proceeds from such sales are remitted by the Company to taxing authorities. During 2020, there were 187,861 shares of Earnout RSU issued under the 2020 Equity Plan, which are subject to a six-month service condition. Stock Options, RSAs and RSUs In December 2015, the Company granted RSAs to two employees under the 2007 Stock Plan. The RSAs are subject to a time-based vesting condition and a liquidity event vesting condition, which is (i) an initial public offering, or (ii) a Company sale event, both of which must be satisfied on or before the 10-year anniversary of the date of the grant in order for the RSAs to be vested and settled for shares of common stock. Subject to certain terms, the RSAs provide voting rights equivalent to a common stockholder and are eligible for dividends. Beginning March 2017, the Company granted options and RSUs to certain employees, directors and consultants pursuant to the 2016 Stock Plan. Options expire in 10 years from the date of grant and typically vest 25 percent upon the one-year anniversary date from the initial vesting date, with the remainder vesting quarterly over the following three years. The RSUs issued prior to September 29, 2020 are subject to a time-based vesting condition and a liquidity event vesting condition, which is (i) an initial public offering, or (ii) a Company sale event, both of which must be satisfied on or before the 7-year anniversary of the date of the grant in order for the RSUs to be vested and settled for shares of common stock. All shares subject to RSUs that do not vest on or before the 7-year anniversary of the date will be forfeited. The RSUs typically vest 25 percent upon the one-year anniversary date from initial vesting date, with the remainder vesting quarterly over the following three years. Certain RSUs also contain performance conditions related to the Company’s product development and business performance for the performance periods specified in the RSU agreements. In May 2020, the Company granted market-based performance RSUs (PRSUs) that contain service, liquidity event condition and market conditions to vest in the underlying common stock. The PRSUs vest upon the three-year anniversary date from initial vesting date and the number of shares that vests is ultimately dependent on the value of the Company’s stock at the vesting date. A summary of the stock option activities under the Company’s equity plans is as follows: Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life Aggregate Intrinsic Value (Years) (In thousands) Option: Options outstanding as of December 31, 2017, as previously reported 2,603,333 $ 1.13 Retroactive application of the recapitalization 5,044,795 Options outstanding as of December 31, 2017, as adjusted 7,648,128 0.39 Granted — Forfeited — Options outstanding as of December 31, 2018 7,648,128 0.39 Forfeited (82,626) 7.18 Expired (7,408,821) 0.19 Options outstanding as of December 31, 2019 156,681 6.21 Granted 440,673 5.74 Options outstanding as of December 31, 2020 597,354 5.86 7.3 $ 10,133 Options exercisable as of December 31, 2020 156,681 6.21 1.36 2,603 Options vested and expected to vest as of December 31, 2020 597,354 5.86 7.3 10,133 A summary of RSA and RSU activities under the Company’s equity plans is as follows: Shares Weighted Average Grant Date Fair Value per Share RSA: RSAs outstanding as of December 31, 2017, as previously reported 1,404,557 $4.09 Retroactive application of the recapitalization 2,779,067 RSUs outstanding as of December 31, 2017, as adjusted 4,183,624 1.37 Forfeited — RSAs outstanding as of December 31, 2018 4,183,624 1.37 Forfeited — RSAs outstanding as of December 31, 2019 4,183,624 1.37 Forfeited — RSAs outstanding as of December 31, 2020 4,183,624 1.37 RSU: RSUs outstanding as of December 31, 2017, as previously reported 1,670,669 $19.94 Retroactive application of the recapitalization 3,240,156 RSUs outstanding as of December 31, 2017, as adjusted 4,910,825 6.79 Granted 2,739,268 8.08 Forfeited (1,222,706) 6.94 RSUs outstanding as of December 31, 2018 6,427,387 7.31 Granted 4,329,925 9.83 Forfeited (1,217,505) 8.30 RSUs outstanding as of December 31, 2019 9,539,807 8.33 Granted 3,340,173 6.80 Modified — 12.23 Forfeited (896,344) 8.48 RSUs outstanding as of December 31, 2020 11,983,636 12.43 PRSU: PRSUs outstanding as of December 31, 2019 — Granted 1,101,683 $6.72 PRSUs outstanding as of December 31, 2020 1,101,683 6.72 As a result of the Business Combination, on October 30, 2020, the Board waived the liquidity event vesting condition applicable to approximately 11.8 million outstanding shares of pre-combination Velodyne's RSUs held by approximately 330 current and former employees and directors. As such, the Company's outstanding RSUs vested to the extent the applicable service condition was satisfied as of such date. The fair value of the RSUs were re-measured to $12.23 per share, which was based on the fair market value of the underlying Velodyne common stock on the modification date. Stock-Based Compensation Expense Prior to the business combination, no compensation expense had been recognized for the RSAs and RSUs granted under the pre-combination Velodyne's stock incentive plans because the liquidity event vesting condition was not probable of being met. As a result of the Business Combination, on October 30, 2020, the Board waived the liquidity event vesting condition applicable to the pre-combination Velodyne's RSUs. Therefore, the Company's outstanding RSUs vested to the extent the applicable service condition was satisfied as of such date. Total fair value of the modified RSUs was $144.4 million based on the fair market value of the underlying Velodyne common stock on the modification date. The value of the modified RSUs was recognized as compensation expense immediately for the vested RSUs as of the modification date, and from the modification date through the remaining requisite service period for the RSUs expected to vest. On October 30, 2020, the Company recorded approximately $77.5 million of compensation expense that resulted from the RSU modification. No incremental compensation costs were recognized on conversion of the options as the fair value of the options issued were equivalent to the fair value of the outstanding options of the 2016 Stock Plan. The Company uses the Black-Scholes option pricing model to determine the fair value of its stock options and uses the Monte Carlo simulation model to determine the fair value of its market-based PRSUs. The Monte Carlo simulation model uses multiple input variables to determine the probability of satisfying the market condition requirements. The fair value of the PRSUs is not subject to change based on future market conditions. The determination of the fair value for stock options and PRSUs requires judgment, including estimating the fair market value of common stock, stock-price volatility, expected term, expected dividends and risk-free interest rates. The expected volatility rates are estimated based on historical volatilities of the Company’s peers’ common stock over a period of time that approximates the expected term of the options. Due to lack of historical data on employees’ option exercises, the Company estimates the expected term of the options using the simplified method, which calculates the expected term equal to the midpoint between the vesting period and the maximum contractual term. Expected dividends are estimated based on the Company’s dividend history as well as the Company’s current projections. The risk-free interest rate for periods approximating the expected terms of the options or the PRSUs is based on the U.S. Treasury yield curve in effect at the time of grant. The following table sets forth the weighted average grant date fair value for options and the assumptions used as inputs for the Black-Scholes option pricing model: Year Ended Weighted average grant date fair value of options $2.10 Expected term, in years 5.55 Expected volatility 39.82% Risk-free interest rate 0.371% Expected dividend yield — The following table sets forth the weighted average modification date fair value for PRSUs and the assumptions used as inputs for the Monte Carlo simulation model: Year Ended Weighted average modification date fair value of PRSUs $6.72 Expected term, in years 2.17 Expected volatility 49.00% Risk-free interest rate 0.15% Expected dividend yield 0.00% The following table presents stock-based compensation expense included in the Company’s consolidated statements of operations (in thousands): Year Ended December 31, 2020 2019 2018 Cost of revenue $ 7,417 $ — $ — Research and development 37,030 97 93 Sales and marketing 14,773 — — General and administrative 32,280 38 114 Total stock-based compensation expense $ 91,500 $ 135 $ 207 |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Net Loss Per Share Pursuant to the Amended and Restated Certificate of Incorporation and as a result of the Business Combination and reverse recapitalization, the Company has retrospectively adjusted the weighted average shares outstanding prior to September 29, 2020 to give effect to the exchange ratio used to determine the number of shares of common stock into which the pre-combination Velodyne common and preferred stock converted. Basic net income (loss) per share is computed based on the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per share is computed based on the weighted average number of common shares outstanding plus the effect of dilutive potential common shares outstanding during the period using the treasury stock method. During the periods when there is a net loss, potentially dilutive common stock equivalents have been excluded from the calculation of diluted net loss per share as their effect is anti-dilutive. Warrants to purchase 24,876,512 shares of common stock at $11.50 per share were issued during Graf’s initial public offering. As of December 31, 2020, there were 9,598,538 warrants exercised and 7,198,898 shares of common stocks issued under warrant exercises. The 15,277,974 outstanding warrants were excluded from the basic and diluted net loss per share as they were anti-dilutive given the Company had a net loss for all periods presented. The following common stock equivalents have also been excluded from the computation of diluted net loss per share for the periods presented because including them would have been antidilutive (in thousands): Year Ended December 31, 2020 2019 2018 Stock options 597 157 304 RSAs 4,184 4,184 4,184 RSUs 6,320 9,540 6,427 Total 11,101 13,881 10,915 |
Retirement Plan
Retirement Plan | 12 Months Ended |
Dec. 31, 2020 | |
Retirement Benefits [Abstract] | |
Retirement Plan | Retirement PlanThe Company has a 401(k) savings and profit-sharing plan (the 401(k) Plan), which is intended to be a tax-qualified defined contribution plan that covers all eligible employees, as defined in the applicable plan documents. Under the 401(k) Plan, eligible employees may elect salary deferral contributions, not to exceed limitations established annually by the Internal Revenue Service (“IRS”). The Company matches 25% of employees’ eligible contributions. The Company’s matching contributions were $0.8 million, $0.9 million and $0.9 million, respectively, for 2020, 2019 and 2018. |
Restructuring
Restructuring | 12 Months Ended |
Dec. 31, 2020 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | Restructuring In March 2020, the Company initiated a restructuring plan to downsize the manufacturing function and related engineering and administrative functions in its California locations. The purposes of this plan are to align resource requirements with the Company’s initiatives to lower the Company’s cost structure and to increase its production capacity by outsourcing a majority of its manufacturing activities. The Company’s restructuring expenses incurred to date primarily related to employee termination costs. The following table summarizes the Company's costs incurred during 2020, estimated additional costs to be incurred and estimated total costs expected to be incurred under the restructuring program as of December 31, 2020 (in thousands): Cost Incurred During the Period Cumulative Costs Incurred Through End of the Period Estimated Additional Costs to be Incurred Total Restructuring Costs Expected to be Incurred Employee termination benefits $ 984 $ 984 $ — $ 984 The following table summarizes the changes in restructuring liabilities during 2020 (in thousands): Year Ended Restructuring liabilities, beginning $ — Provisions and adjustments 984 Cash payments (984) Restructuring liabilities, ending $ — |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Loss before income taxes consisted of the followings (in thousands): Year Ended December 31, 2020 2019 2018 Domestic $ (154,290) $ (68,645) $ (56,631) Foreign 342 736 959 Loss before income taxes $ (153,948) $ (67,909) $ (55,672) Provision for (benefit from) income taxes consisted of the following (in thousands): Year Ended December 31, 2020 2019 2018 Current: Federal $ (4,124) $ 958 $ 8 State (20) (130) 507 Foreign 56 430 268 Total Current (4,088) 1,258 783 Deferred: Federal 3 (1,942) 3,805 State 1 1 2,040 Foreign — — — Total Deferred 4 (1,941) 5,845 Provision for (benefit from) income taxes $ (4,084) $ (683) $ 6,628 Enacted on March 27, 2020, the Coronavirus Aid, Relief, and Economic Security (CARES) Act provides emergency assistance and health care response for businesses affected by the 2020 coronavirus pandemic. The CARES Act, among other things, permits net operating loss carryovers and carrybacks to offset 100% of taxable income for taxable years beginning before 2021. Additionally, the CARES Act allows net operating losses incurred in 2018, 2019 and 2020 to be carried back to each of the five preceding taxable years to generate a refund of previously paid income taxes. In April 2020, we filed a claim to carryback a portion of our 2019 net operating losses to 2017 and received a $7.1 million tax refund in May 2020. The Company recorded a $6.7 million tax benefit related to the release of a valuation allowance associated with carrying back a portion of our 2019 net operating losses to 2017 that is allowed by the CARES Act. The provision for (benefit from) income taxes differ from the amounts computed by applying the U.S. federal income tax rate to income (loss) before income taxes for the following reasons: Year Ended December 31, 2020 2019 2018 U.S. federal provision at statutory rate 21.0 % 21.0 % 21.0 % State income taxes, net of federal benefit 1.5 1.3 7.4 Foreign income taxes at rates other than the U.S. rate — (0.4) (0.1) Tax credits 3.0 6.7 4.5 Withholding taxes (1.7) (1.5) — Permanent items (1.4) (0.2) (0.7) Uncertain tax benefits (0.2) (0.2) (0.5) 2019 CARES Act impact 4.3 — — Prior year return to provision adjustments (1.7) (0.1) 0.2 Change in valuation allowance (22.0) (25.7) (43.2) Other (0.1) 0.1 (0.5) Effective tax rate 2.7 % 1.0 % (11.9) % The Company’s effective tax rates differ from the federal statutory rate primarily due to state taxes, research and development credits, valuation allowance, tax impact related to the 2019 CARES Act, and other permanent adjustments. The Company’s deferred income tax assets and liabilities as of December 31, 2020 and 2019 were as follows (in thousands): December 31, 2020 2019 Deferred tax assets: Net operating loss carryforward $ 42,698 $ 27,325 Tax credits 13,387 5,099 Deferred revenue 224 4,601 Accruals and reserves 3,449 4,336 Inventories 1,850 2,176 Stock-based compensation 16,179 129 Other 117 52 Total deferred tax assets 77,904 43,718 Deferred tax liabilities: Depreciation and amortization (1,203) (1,820) Prepaids (1,149) (427) Total deferred tax liabilities (2,352) (2,247) Net deferred tax assets before valuation allowance 75,552 41,471 Valuation allowance (75,558) (41,473) Net deferred tax assets (liabilities) $ (6) $ (2) Income taxes are accounted for using an asset-and-liability approach. Deferred income taxes reflect the net effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, and operating loss and tax credit carryforwards measured by applying currently enacted tax laws. If applicable, a valuation allowance is provided to reduce net deferred tax assets to an amount that is more likely than not to be realized. Further, the Company establishes liabilities or reduces assets for uncertain tax positions when it believes certain tax positions are not more likely than not of being sustained if challenged. Revaluation of tax positions considers factors such as changes in facts or circumstances, changes in or interpretations of tax law, effectively settled issues under audit or expiration of statute of limitation, and new audit activity. The Company assesses the realizability of deferred tax assets based on the available evidence, including a history of taxable income and estimates of future taxable income. In assessing the realizability of deferred tax assets, The Company considers whether it is more likely than not that all or some portion of deferred tax assets will not be realized. Due to the cumulative historical losses generated by the Company and the projected losses in the future, the Company believes it is not more likely than not that all of the deferred tax assets can be realized. Accordingly, the Company established and recorded a net valuation allowance on its deferred tax assets of $75.6 million and $41.5 million as of December 31, 2020 and December 31, 2019, respectively. Utilization of the net operating loss and tax credit carryforwards may be subject to a substantial annual limitation due to the “ownership change” limitations provided by Section 382 and 383 of the Internal Revenue Code of 1986, as amended, and other similar state provisions. Any annual limitation may result in the expiration of net operating loss and tax credit carryforwards before utilization. As of December 31, 2020, the Company had $173.5 million of U.S. federal and $105.5 million of state net operating loss carryforwards available to reduce future taxable income, which will be carried forward indefinitely for U.S. federal tax purposes and will expire beginning in 2028 through 2040 for state tax purposes. The Company also has federal and California research and development tax credit carryforwards of $9.5 million and $5.8 million, respectively. The federal research credit carryforwards will expire in 2036 and California research credits can be carried forward indefinitely. The Company also has federal foreign tax credit carryforwards of $3.5 million that will expire beginning in 2029. The Company accrues for uncertain tax positions identified, which are not deemed more likely than not to be sustained if challenged, and recognizes interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. The Company accrued immaterial interest on uncertain tax benefits associated with unrecognized tax benefits, and had immaterial cumulative interest and penalties as of December 31, 2020 and December 31, 2019. The Company does not expect that the total amounts of unrecognized tax benefits will significantly increase or decrease within 12 months of the reporting date. The following table summarizes the aggregate changes in the total gross amount of unrecognized tax benefits (in thousands): Year Ended December 31, 2020 2019 2018 Unrecognized tax benefits as of the beginning of the year $ 4,188 $ 2,824 $ 1,763 Increases related to prior year tax provisions 400 308 78 Decrease related to prior year tax provisions — — (216) Increase related to current year tax provisions 1,240 1,282 1,199 Statute lapse (43) (226) — Unrecognized tax benefits as of the end of the year $ 5,785 $ 4,188 $ 2,824 The unrecognized tax benefits, if recognized, would impact the income tax provision by $0.5 million, $1.3 million, and $1.6 million as of December 31, 2020, 2019 and 2018, respectively. The remaining unrecognized tax benefits would not impact the income tax provision as there would be an offset by the reversal of related deferred tax assets subject to a full valuation allowance. The Company’s major tax jurisdictions are the United States and California and the earliest year open for examination is the 2016 tax year. The Company’s 2017 and 2018 tax years are currently under IRS examination. The Company believes that an adequate provision has been made for any adjustments that may result from the tax examination. Although the timing of |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Lease Commitments The Company leases office and manufacturing facilities under non-cancelable operating leases expiring at various dates through December 2027, including office and manufacturing space in San Jose, California used as its corporate headquarters. The lessor company is owned by one of the Company’s officers. Please see Note 17. Related Party Transactions. The Company also entered into capital leases for purchasing of information technology equipment. As of December 31, 2020, future minimum lease payments under all non-cancelable capital and operating leases with an initial lease term in excess of one year were as follows (in thousands): Years Ending December 31, Capital Leases Operating Leases 2021 $ 217 $ 4,036 2022 14 3,297 2023 — 3,357 2024 — 3,459 2025 — 3,563 Thereafter — 7,450 Net minimum lease payments 231 $ 25,162 Less amount representing interest (7) Present value of net minimum lease payments 224 Less current portion (210) Long-term obligations as of December 31, 2020 $ 14 Rent expense under operating leases was approximately $4.4 million, $4.3 million and $4.1 million, respectively, for 2020, 2019 and 2018. Purchase and Other Commitments The following table summarizes contractual obligations and commitments as of December 31, 2020 (in thousands): Years Ending December 31, Purchase Commitments Other Contractual Commitments 2021 $ 37,364 $ 1,732 2022 — 706 Total $ 37,364 $ 2,438 Purchase commitments represent outstanding purchase orders or commitments for goods or services with contract manufacturers and vendors that range mostly from one month up to a year. The Company uses several contract manufacturers to manufacture components, subassemblies and products. The Company provides these contract manufacturers with demand information and they use this information to acquire components and build products. Contract manufacturer commitments consist of obligations for on-hand inventories and non-cancelable purchase orders with contract manufactures. If the Company cancels all or part of the orders, it may still be liable to the contract manufacturers for the cost of the materials and components purchased by the subcontractors to manufacture the Company’s products. The Company also obtains individual components for its products from a wide variety of individual suppliers. In addition, the Company has other contractual obligations for goods or services associated with its ordinary course of business. Legal Proceedings From time to time, the Company is involved in actions, claims, suits and other proceedings in the ordinary course of business, including assertions by third parties relating to intellectual property infringement, breaches of contract or warranties or employment-related matters. The Company is defending all current litigation matters. Although there can be no assurances and the outcome of these matters is currently not determinable (except as specifically described below), the Company currently believes that none of these claims or proceedings are likely to have a material adverse effect on the Company’s financial position. Quanergy Litigation In September 2016, Quanergy Systems, Inc. (Quanergy) filed a complaint against the Company and one of its customers in the Northern District of California (the District Court litigation), seeking a declaratory judgment of non-infringement of one of the Company’s patents, U.S. Patent No. 7,969,558 (the ‘558 patent) and asserting state and federal trade secret misappropriation claims against the Company and its customer and breach of contract and constructive fraud claims against its customer. In November 2016, Quanergy filed an amended complaint, removing its trade secret misappropriation claims against the Company, dropping its customer from the suit and dropping the related claims of breach and constructive fraud. The amended complaint maintained only the declaratory judgment of non-infringement action against the Company. In December 2016, the Company filed an answer generally denying the allegations and relief requested in Quanergy’s amended complaint. The Company’s answer also included counterclaims against Quanergy asserting direct, indirect, and willful infringement of the ‘558 patent. In January 2017, Quanergy filed an answer generally denying the allegations in the Company’s patent infringement counterclaims and requesting relief. The court held a claim construction hearing on September 13, 2017 and issued a claim construction order on October 4, 2017, which adopted the majority of the Company’s proposed constructions. In June 2018, the district court entered an order granting a joint stipulation to stay the litigation. Quanergy filed two petitions for inter partes review with the U.S. Patent Office’s Patent Trials and Appeal Board (PTAB) in November 2017, challenging all claims of the ‘558 patent that we asserted. The Company filed its Patent Owner Preliminary Response to Quanergy’s petitions on March 7, 2018. The PTAB issued an institution decision on May 25, 2018, instituting review of all challenged claims. The Company subsequently filed its Patent Owner Response and a Contingent Motion to Amend the claims. The PTAB held oral argument on February 27, 2019. On May 23, 2019, the PTAB issued a Final Written Decision upholding the validity of all the challenged claims, finding that Quanergy did not prove by a preponderance of the evidence that any of the challenged claims of the ‘558 patent were unpatentable, and denying the Company’s contingent motion as moot. In June 2019, Quanergy filed a request for rehearing. On July 21, 2020, Quanergy filed a Notice of Appeal, appealing the PTAB decision to the U.S. Court of Appeals for the Federal Circuit. Quanergy’s opening appeal brief was filed on January 22, 2021 . The Company’s responsive appeal brief is due on April 2, 2021. Hesai and RoboSense Litigation On August 13, 2019, the Company filed separate complaints against Hesai Photonics Technology Co., Ltd. (Hesai) (5:19-cv-4742-EJD) and Suteng Innovation Technology Co., Ltd. (RoboSense) (5:19-cv-4746-EJD), in the United States District Court for the Northern District of California. These complaints allege infringement of the ‘558 patent by Hesai and RoboSense, respectively. In both cases, the Company sought, among other relief, a permanent injunction and to be determined monetary damages adequate to compensate us for the alleged infringement. Both cases were stayed pending resolution of the ITC investigation (No. 337-TA-1173). On July 8, 2020, Velodyne filed a Notice of Dismissal with Prejudice of the Hesai case (5:19-cv-4742-EJD) pursuant to the Litigation Settlement and Patent Cross License Agreement discussed further below. The Hesai case is now terminated. On September 30, 2020, the Company filed a Notice of Dismissal with Prejudice of the RoboSense case (5:19-cv-4746-EJD) pursuant to the Litigation Settlement and Patent Cross License Agreement discussed below. The RoboSense case is now terminated. On August 15, 2019, the Company also filed a patent infringement complaint with the United States International Trade Commission (ITC) against Hesai and RoboSense. The complaint filed with the ITC alleges violations of Section 337 of the Tariff Act of 1930, as amended, by both Hesai and RoboSense and requests that the ITC investigate Hesai and RoboSense for unlawfully importing and selling products that infringe upon the ‘558 patent. On August 28, 2019, the Company filed a supplement with the ITC. The Company is asking the ITC to issue permanent limited exclusion orders and permanent cease and desist orders against Hesai and RoboSense to stop the importation and sale of the following products in the United States: (a) rotating 3-D lidar devices; (b) components thereof; and (c) sensing systems containing the same. On September 11, 2019, the Company received notice that the ITC instituted an investigation of Hesai and RoboSense (No. 337-TA-1173). On July 8, 2020, Velodyne and Hesai jointly moved to terminate the ITC investigation with respect to Hesai pursuant to the Litigation Settlement and Patent Cross License Agreement discussed further below. On July 13, 2020, the ALJ issued Order No. 33, granting the joint motion. Order No. 33 is an Initial Determination that terminates Hesai from the Investigation. On August 4, 2020, the Commission issued a Notice determining not to review the Initial Determination terminating the investigation as to Hesai. As a result, the case against Hesai is now terminated. On September 30, 2020, Velodyne and RoboSense filed a Joint Motion for and Memorandum in Support of Termination of the Investigation based on the Litigation Settlement and Patent Cross License Agreement discussed further below. On October 1, 2020, the ALJ issued Order No. 48 granting the joint motion. Order No. 48 is an Initial Determination that terminates RoboSense from the Investigation. On October 15, 2020, the Commission issued a Notice determining not to review the Initial Determination terminating the investigation as to RoboSense. As a result, the case against RoboSense is now terminated. On November 8, 2019, Velodyne Lidar, Inc., Velodyne Europe GmbH, Gotting KG, and IFTAS GmbH were sued by Hesai for alleged patent infringement before the District Court of Frankfurt, Germany (Docket No. 2-6 O 461/19). Hesai sought money damages and an injunction. On July 8, 2020, Hesai withdrew the case pursuant to the Litigation Settlement and Patent Cross License Agreement discussed further below. This case is now terminated. On April 30, 2020, Hesai filed four cases in the Shanghai Intellectual Property Court against the Company, Beijing Velodyne Laser Technology Co., Ltd (Velodyne Beijing), and Shanghai Keming Instrument Co., Ltd (Keming) (collectively, Defendants). The cases were docketed by the court on May 6, 2020. Hesai asserts that the Defendants infringed three patents registered in the People’s Republic of China. Each case sought an injunction and monetary damages. On July 8, 2020, Hesai withdrew the four China cases pursuant to the Litigation Settlement and Patent Cross License Agreement discussed below. These cases are now terminated. On June 24, 2020, the Company entered into a Litigation Settlement and Patent Cross-License Agreement with Hesai to resolve all of the disputes between the parties, as described above, and agreed on the terms of a patent cross-license and releases of liability. Under the terms of the settlement, Hesai agreed to make a one-time payment to compensate the Company for Hesai’s past use of the Company’s technologies, will make annual fixed royalty payments through 2022, and thereafter, will make product sales royalty payments through February 2030. The parties also agreed to terminate all of the matters related to Hesai described above. On September 21, 2020, Velodyne entered into a Litigation Settlement and Patent Cross-License Agreement with RoboSense to resolve all of the disputes between Velodyne and RoboSense, as described above, and agreed on the terms of a patent cross-license and releases of liability. The parties also agreed to terminate all of the litigation matters between Velodyne and RoboSense described above. Employment Matters On April 3, 2020, a former employee filed a class action lawsuit in the United States District Court for the Northern District of California. The complaint alleges that the Company violated the federal Worker Adjustment and Retraining Notification Act, or WARN Act, and California WARN Act in connection with its termination of the employment of the plaintiff and other similarly situated employees. The plaintiff seeks to certify the action as a class action and seeks various other remedies on behalf of himself and others, including unpaid wages, salaries, commissions, bonuses and other compensation and benefits that would have accrued during the following 60 days. The parties have reached an agreement to resolve the case and the plaintiff filed a voluntary dismissal of the case on June 29, 2020 in accordance with the terms of the settlement. This case is now terminated. On June 8, 2020, a former employee filed a class action lawsuit in the Santa Clara County Superior Court of the State of California. The complaint alleges that, among other things, the Company failed to pay minimum and overtime wages, final wages at termination, and other claims based on meal periods and rest breaks. The plaintiff is bringing this lawsuit on behalf of herself and other similarly situated plaintiffs who have not been identified and is seeking to certify the action as a class action. The plaintiff has now filed a First Amended Complaint that adds a claim pursuant to California’s Private Attorneys General Act. The First Amended Complaint does not specify the amount the plaintiff seeks to recover. Velodyne’s response to the First Amended Complaint was filed on November 16, 2020 and the parties are in the process of beginning discovery concerning class certification issues. The Court has scheduled a Case Management Conference for May 26, 2021 . Business Combination On August 4, 2020, a purported shareholder of Graf commenced a putative class action against Graf and its directors in the Supreme Court of the State of New York, New York County. The Plaintiff alleges that the Board members, aided and abetted by Graf, breached their fiduciary duties by entering into the Merger Agreement with Velodyne. The Plaintiff alleges that the Merger Agreement undervalues Graf, was the result of an improper process and that Graf’s disclosure concerning the proposed Merger is inadequate. As a result of these alleged breaches of fiduciary duty, the Plaintiff seeks, among other things, an award of rescissory damages. The Company believes the claim is without merit and intends to defend itself vigorously. Securities Litigation Matters On March 3, 2021, a purported shareholder of Velodyne filed a complaint for a putative class action against Velodyne, Anand Gopalan and Andrew Hamer in the United States District Court, Northern District of California, Case No. 21-cv-01486. The complaint alleges purported violations of the federal securities laws and that, among other things, the defendants made materially false and/or misleading statements and failed to disclose material facts about the Company’s business, operations and prospects. The complaint alleges that purported class members have suffered losses. The complaint seeks, among other things, an award of compensatory damages. The Company believes the claim is without merit and intend to defend ourselves vigorously. On March 12, 2021, Robert Reese, a purported shareholder of the Company, filed a putative class action lawsuit entitled Reese v. Velodyne Lidar, Inc ., et al. , No. 3:21-cv-01736, against the Company and two of its current officers, CEO Anand Gopalan and CFO Andrew Hamer (the “Officers”) in the United States District Court for the Northern District of California. The plaintiff seeks unspecified damages on behalf of a putative class of persons who purchased or otherwise acquired the Company’s common stock between November 9, 2020 and February 19, 2021. The complaint alleges that the defendants violated federal securities laws by making allegedly false and misleading statements and omitting certain material facts in certain public statements in the Company’s filings with the SEC. The Company and the Officers intend to deny all liability in this action and to defend against the lawsuit vigorously. This lawsuit mirrors the allegations asserted in the previously-filed case entitled Moradpour v. Velodyne Lidar, Inc ., et al., No. 3:21-cv-01482, which was filed in the same judicial district on March 2, 2021. The two cases are likely to be consolidated and effectively proceed as a single litigation. On March 12, 2021, a shareholder derivative lawsuit was filed by Peter D’Arcy against current and former Velodyne Board members and/or officers Anand Gopalan, Andrew Hamer, David S. Hall, Marta Thoma Hall, Joseph B. Culkin, Michael E. Dee, James A. Graf, Barbara Samardzich, and Christopher A. Thomas, and against Velodyne Lidar, Inc. as a nominal defendant. The case, filed in the United States District Court for the District of Delaware, asserts claims of breach of fiduciary duty, unjust enrichment, abuse of control, gross mismanagement, and waste of corporate assets against all of the individual defendants, and asserts a contribution claim against Gopalan and Hamer. The allegations center on recent public statements and securities filings made by Velodyne, beginning with the company’s November 9, 2020 Form 10-Q and continuing through the Form 8-K filed on March 4, 2021, and on recent public statements and securities filings made by David Hall and Marta Thoma Hall. On March 16, 2021, a second shareholder derivative lawsuit was filed in the United States District Court for the District of Delaware by purported shareholders David Kondner and Brandon Jordan against the same defendants as named in D’Arcy’s complaint. The complaint by Kondner and Jordan makes similar allegations as those in D’Arcy’s complaint and seeks damages purportedly on behalf of the Company for alleged breaches of fiduciary duty and waste of corporate assets by the defendants. Velodyne intends to retain counsel and vigorously contest the allegations in both actions. Accruals for Loss Contingencies The Company records accruals for outstanding legal proceedings, investigations or claims when it is probable that a liability will be incurred and the amount of loss can be reasonably estimated. The Company evaluated developments in legal proceedings, investigations or claims that could affect the amount of any accrual, as well as any developments that would result in a loss contingency to become both probable and reasonably estimable. During 2020, the Company had accrued and paid $2.4 million for loss contingencies in connection with the settlement of certain employment related legal proceedings. As of December 31, 2020 the Company has not recorded any significant accrual for loss contingencies associated with such legal claims or litigation discussed above. |
Segment, Geographic and Custome
Segment, Geographic and Customer Concentration Information | 12 Months Ended |
Dec. 31, 2020 | |
Segment Reporting [Abstract] | |
Segment, Geographic and Customer Concentration Information | Segment, Geographic and Customer Concentration Information The Company conducts its business in one operating segment that develops and produces Lidar sensors for use in industrial, 3D mapping, drones and auto applications. The Company’s Chief Executive Officer is the chief operating decision maker (CODM). The CODM allocates resources and makes operating decisions based on financial information presented on a consolidated basis, accompanied by disaggregated information about sales and gross margin by product group. The profitability of the Company’s product group is not a determining factor in allocating resources and the CODM does not evaluate profitability below the level of the consolidated company. The Company reports revenue by region and country based on the location where its customers accept delivery of its products and services. Revenue by region was as follows (dollar amount in thousands): Year Ended December 31, 2020 2019 2018 % of Revenue % of Revenue % of Revenue Revenue Revenue Revenue Revenue by geography: North America $ 41,228 43 % $ 49,634 49 % $ 84,541 59 % Asia Pacific 39,310 41 % 28,791 28 % 39,770 28 % Europe, Middle East and Africa 14,824 16 % 22,973 23 % 18,635 13 % Total $ 95,362 100 % $ 101,398 100 % $ 142,946 100 % Revenue by countries and customers accounted for more than 10% of revenue was as follows: Year Ended December 31, 2020 2019 2018 Countries over 10% of Revenue: U.S. 34 % 46 % 59 % China 31 % 11 % 21 % Number of Customers accounted for over 10% of Revenue: 2 2 2 The Company’s long-lived assets, consisting primarily of property, plant and equipment, were primarily located in the United States as of December 31, 2020 and December 31, 2019. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Four holders of the pre-combination Velodyne's convertible preferred stock (which converted into common stock of the Company upon the Business Combination) purchased products and services, directly or through a third party, from the Company. Revenue and accounts receivable for these holders were as follows (in thousands): Year Ended December 31, 2020 2019 2018 Revenue: Stockholder A (1) $ 465 $ (3,514) $ 9,447 Stockholder B 7,008 1,391 508 Stockholder C 764 6,148 18 Stockholder D 46 — — December 31, 2020 2019 Accounts receivable: Stockholder A $ — $ 9 Stockholder B 3,085 1,404 (1) The 2019 amounts included a $4.1 million refund, net of taxes, the Company issued to entities affiliated with the stockholder in October 2019 and accrued as of September 30, 2019, in order to compensate them for unforeseen challenges associated with the use of certain new products purchased from the Company in 2018. The products purchased by these entities in 2018 were still under development at the time and the Company felt it appropriate to compensate these early purchasers for working with a new product. In April 2019, the Company entered into a manufacturing agreement with one of its Series B Preferred Stockholders (Stockholder D), and the Company has one product that is currently being manufactured by Stockholder D. As of December 31, 2020 and December 31, 2019, the Company had $6.3 million and $2.7 million, respectively, of payable and accrued purchases and $15.0 million and $24.9 million, respectively, of outstanding purchase commitments for products with this stockholder. The Company procures equipment, materials and components for Stockholder D to build the product and had $1.5 million and $2.7 million, respectively, of receivables from this stockholder which was included in other current assets as of December 31, 2020 and December 31, 2019. During 2020, the Company also loaned to Stockholder D manufacturing equipment with a net book value of $0.4 million as of December 31, 2020, which was included in the Company’s balance sheet within property, plant and equipment, net. On September 29, 2020, in connection with the Business Combination, the Company repurchased 175,744 shares of common stock (post-conversion) from certain holders of pre-combination Velodyne’s common stock, who are family members of one of the Company’s officers. The Company currently rents its corporate headquarters facility in San Jose, California from a company owned by one of its officers. The lease was executed in January 2017 and expires in December 2027, as amended. As of December 31, 2020, future minimum lease payments totaled $24.3 million related to this facility. Rent expense under this lease was $3.3 million, $3.1 million and $3.0 million, respectively, for 2020, 2019 and 2018. In January 2017 and December 2016, the Company issued two interest-bearing unsecured promissory notes totaling $3.5 million to one of its officers for purposes of financing the acquisition of the above headquarters facility. The loan accrued interest at a rate of 3.15% per annum. As of December 31, 2019, immediately prior to repayment, the aggregate outstanding balance of the loan was approximately $3.6 million, including aggregate accrued and unpaid interest of $0.1 million. The officer made monthly interest-only payments to the Company on the loan beginning in December 2017 and repaid all outstanding principal and interest due under the two promissory notes on December 31, 2019. In August 2016, the Company entered into an agreement with one of its officers and Velodyne Acoustics, LLC (Acoustics), a company formerly owned by the officer. Pursuant to which Acoustics agreed to, among other things, indemnify, defend and hold harmless the pre-combination Velodyne from and against any and all liabilities relating to, arising out of or resulting from certain litigation matters (Litigation Indemnification Agreement). The litigation matters giving rise to the indemnification obligations involved certain employment-related claims of two former employees of Velodyne Acoustics, which was the predecessor of Acoustics. In November 2019, the Company elected not to seek indemnification from Acoustics for the litigation matters under the terms of the Litigation Indemnification Agreement and assumed control and financial responsibility for the litigation matters. By not seeking indemnification from Acoustics, the Company has paid approximately $2.5 million in settlements in connection with the litigation matters and $2.5 million in legal costs as of December 31, 2020, all of which are included in general and administration in the statement of operations. Such payments and costs incurred that were the subject of the Litigation Indemnification Agreement indirectly benefit the officer and controlling shareholder of the Company, the former sole owner of Acoustics. The Company believes that the litigation matters covered by the Litigation Indemnification Agreement are complete and the Company does not expect to incur additional expenses related to these litigation matters. |
Quarterly Results of Operations
Quarterly Results of Operations (Unaudited) | 12 Months Ended |
Dec. 31, 2020 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Results of Operations (Unaudited) | Quarterly Results of Operations (Unaudited)The following table represents selected quarterly results of operations information (in thousands, except share and per share data): Three Months Ended Mar. 31, Jun. 30, Sep. 30, Dec. 31, Mar. 31, Jun. 30, Sep. 30, Dec. 31, (in thousands) Total revenue $ 39,823 $ 29,086 $ 13,517 $ 18,972 $ 17,031 $ 28,386 $ 32,099 $ 17,846 Gross profit (loss) 18,985 11,652 (1,093) 224 1,602 13,886 14,969 (5,341) Operating loss (2,642) (9,719) (26,888) (29,764) (30,003) (9,705) (2,742) (111,454) Provision for (benefit from) income taxes 27 25 70 (805) (6,677) 17 2,562 14 Net loss (2,182) (9,476) (26,827) (28,741) (23,385) (9,727) (5,295) (111,457) Net loss per share, basic and diluted $ (0.02) $ (0.07) $ (0.20) $ (0.21) $ (0.17) $ (0.07) $ (0.04) $ (0.64) |
Description of Business and S_2
Description of Business and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | The Business Combination is accounted for as a reverse recapitalization as the pre-combination Velodyne was determined to be the accounting acquirer under Financial Accounting Standards Board (FASB)’s Accounting Standards Codification Topic 805, Business Combinations (ASC 805). The determination is primarily based on the evaluation of the following facts and circumstances: • the equity holders of the pre-combination Velodyne hold the majority of voting rights in the Company; • the board of directors of the pre-combination Velodyne represent majority of the board of directors of the Company; • the senior management of the pre-combination Velodyne became the senior management of the Company; and • the operations of the pre-combination Velodyne comprise the ongoing operations of the Company. In connection with the Business Combination, outstanding capital stock of the pre-combination Velodyne was converted into common stock of the Company, par value $0.0001 per share, representing a recapitalization, and the net assets of the Company were acquired at historical cost, with no goodwill or intangible assets recorded. The pre-combination Velodyne was deemed to be the predecessor of the Company, and the consolidated assets and liabilities and results of operations prior to the Closing Date are those of the pre-combination Velodyne. The shares and corresponding capital amounts and net loss per share available to common stockholders, prior to the Business Combination, have been retroactively restated as shares reflecting the exchange ratio established in the Merger Agreement. The number of shares of preferred stock was also retroactively restated in shares reflecting the exchange ratio, and the carrying amounts of preferred stock are based on the fair value of its redemption amount on each reporting date. All preferred stock was converted into shares of the Company’s common stock on the Closing Date. Refer to Note 9, Stockholders’ Equity, and Note 11, Net Loss Per Share, for further discussion of the recapitalization and share adjustments. |
Principles of Consolidation | The consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP). The consolidated financial statements include the accounts of the Company’s wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. |
Concentration of Risk | Financial instruments that subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, short-term investments, and accounts receivable. The Company maintains its cash and cash equivalents, and short-term investments with high-quality financial institutes with investment-grade ratings. A majority of the cash balances are with U.S. banks and are insured to the extent defined by the Federal Deposit Insurance Corporation. The Company’s accounts receivable are derived from customers located both inside and outside the U.S. The Company mitigates its credit risks by performing ongoing credit evaluations of its customers’ financial conditions and requires customer advance payments in certain circumstances. The Company does not require collateral. |
Use of Estimates | The preparation of consolidated financial statements in conformity with U.S. GAAP requires 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant items subject to such estimates and assumptions include standalone selling price (SSP) for each distinct performance obligation in its customer contracts, total estimated future patents and their corresponding estimated development costs, total estimated costs and related progress towards complete satisfaction of performance obligation in certain services arrangements, allowances for doubtful accounts, inventory reserves, warranty reserves, valuation allowance for deferred tax assets, stock-based compensation, useful lives of property, plant, and equipment and intangible assets, income tax uncertainties, and other loss contingencies. The Company bases its estimates on historical experience and also on assumptions that it believes are reasonable. Actual results could differ from those estimates, and such differences could be material to the Company’s consolidated financial condition and results of operations. |
Reclassification | Certain prior year balance sheet amounts have been reclassified to conform with current year presentation. |
Cash Equivalents | The Company considers all highly liquid investments with original maturity of three months or less at date of purchase to be cash equivalents. |
Short-Term Investments | Short-term investments generally consist of commercial paper and corporate debt securities. Short-term investments were $145.6 million and $2.2 million as of December 31, 2020 and December 31, 2019, respectively. They are classified as available-for-sale securities and are recognized at fair value. Unrealized gains and losses, net of tax, are reported as a separate component of accumulated other comprehensive loss within the stockholders’ equity. |
Accounts Receivable | Trade accounts receivable are recorded at the invoiced amount and do not bear interest. Accounts receivable are reduced by an allowance for doubtful accounts, which is the Company’s best estimate of the amount of credit losses inherent in its existing accounts receivable. In establishing the required allowance, management considers historical losses adjusted to take into account current market conditions and customers’ financial condition, the amount of receivables in dispute, and the current receivables aging and current payment patterns. The Company writes off accounts receivable against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.The Company does not have any off-balance-sheet credit exposure related to its customers. |
Inventories | Inventories are stated at the lower of cost or estimated net realizable value. Costs are computed under the standard cost method, which approximates actual costs determined on the first-in, first-out basis. The Company charges cost of revenue for write-downs of inventories which are obsolete or in excess of anticipated demand based on a consideration of marketability and product life cycle stage, product development plans, component cost trends, demand forecasts, historical revenue, and assumptions about future demand and market conditions. The net change in the Company’s inventory reserve was $(0.7) million, $(1.8) million and $1.2 million, respectively, for 2020, 2019 and 2018. The estimated cost of inventories not expected to be used in production within one year is reflected in other assets in the consolidated balance sheets. |
Property, Plant, and Equipment | Property, plant, and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization is calculated based on the straight-line method over the estimated useful lives of the respective assets. Additions, major improvements and betterments are capitalized, and maintenance and repairs are expensed as incurred. Assets are held in asset under construction until placed in service, upon which date, the Company begins to depreciate the assets over their estimated useful lives. The estimated useful lives of the assets are as follows: buildings, 15-30 years; building improvements, 7-15 years, leasehold improvements, the lesser of 5 years or the lease term; machinery and equipment, furniture and fixtures, vehicles and software, 3-5 years. |
Assets Held for Sale and Long-Lived Assets | The Company considers assets to be held for sale when management approves and commits to a plan to actively market the assets for sale at a reasonable price in relation to its fair value, the assets are available for immediate sale in their present condition, an active program to locate a buyer and other actions required to complete the sale have been initiated, the sale of the assets is expected to be completed within one year and it is unlikely that significant changes will be made to the plan. Upon designation as held for sale, the Company ceases to record deprecation expenses and measures the assets at the lower of their carrying value or estimated fair value less costs to sell. Assets held for sale are included as other current assets in the Company’s consolidated balance sheets and the gain or loss from sale of assets held for sale is included in the Company's operating expenses.Long-lived assets, such as property, plant and equipment, intangible assets and other long-term assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying amount. If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying amount exceeds its fair value. Fair value is determined using various valuation techniques including discounted cash flow models, quoted market values, as considered necessary. |
Business Combinations | For acquisitions meeting the definition of a business combination, the acquisition method of accounting is used. The acquisition date is the date on which the Company obtains operating control over the acquired business. The consideration paid is determined on the acquisition date and the acquisition-related costs, such as professional fees, are excluded from the consideration transferred and are expensed as incurred. Assets acquired and liabilities assumed by the Company are recorded at their estimated fair values, while goodwill is measured as the excess of the consideration transferred over the fair value of the net identifiable assets acquired and liabilities assumed. |
Goodwill | Goodwill represents the difference between the purchase price and the fair value of the identifiable tangible and intangible net assets acquired and liabilities assumed when accounted for using the purchase method of accounting. Goodwill is not amortized, but reviewed for impairment. Goodwill is reviewed annually in the fourth quarter, and whenever events or changes in circumstances indicate that the carrying value of the goodwill may not be recoverable. When evaluating recoverability, the Company compares the fair value of the reporting unit to its carrying value. If the carrying value of the net assets assigned to the reporting unit exceeds the fair value of our reporting unit, the Company would record an impairment loss equal to the difference. |
Foreign Currency | The U.S. dollar is the functional currency of the Company’s consolidated entities operating in the U.S. and certain of its subsidiaries operating outside of the U.S. For transactions entered into a currency other than its functional currency, the monetary assets and liabilities are re-measured into U.S. dollars at the current exchange rate as of the applicable balance sheet date, and all non-monetary assets and liabilities are re-measured at historical rates. Income and expenses are re-measured at the average exchange rate prevailing during the period. Gains and losses resulting from the re-measurement of these subsidiaries’ financial statements are included in the consolidated statements of operations. For foreign subsidiaries whose functional currency is the local currency, assets and liabilities are translated at the local current exchange rates in effect at the balance sheet date, and income and expense accounts are translated at the average exchange rates during the period. The resulting translation adjustments are included in accumulated other comprehensive loss. Gains and losses resulting from foreign exchange transactions and revaluation of monetary assets and liabilities in non-functional currencies are included in other income (expense) in the consolidated statements of operations. Net foreign exchange gain (loss) recorded in the Company’s consolidated statements of operations was insignificant for all periods presented. |
Revenue Recognition | The Company accounts for a contract with a customer when both parties have approved the contract and are committed to perform their respective obligations, each party’s rights can be identified, payment terms can be identified, the contract has commercial substance, and it is probable that the Company will collect substantially all of the consideration it is entitled to. Revenue is recognized when, or as, performance obligations are satisfied by transferring control of a promised product or service to a customer. Nature of Products and Services and Revenue Recognition The majority of the Company’s revenue comes from product sales of lidar sensors to direct customers and distributors. Revenue is recognized at a point in time when control of the goods are transferred to the customer, generally occurring upon shipment or delivery dependent upon the terms of the underlying contract. Product sales to certain customers may require customer acceptance due to performance acceptance criteria that is considered more than a formality. For these product sales, revenue is recognized upon the expiration of the customer acceptance period. For custom products that require engineering and development based on customer requirements, the Company recognizes revenue over time using an output method based on units of product shipped to date relative to total production units under the contract. Amounts billed to customers for shipping and handling are included in revenue. Taxes collected from customers and remitted to governmental authorities are excluded from revenue on the net basis of accounting. Accounts receivable are due under normal trade terms, typically 60 days or less. The Company’s license and services revenue consist primarily of product development, validation and repair services, intellectual property (IP) license and royalties revenue. The obligation to provide services is generally satisfied over time, with the customer simultaneously receiving and consuming the benefits as the Company satisfies its performance obligations. For product development and validation service projects, the Company bills and recognizes revenue as the services are performed. For these arrangements, control is transferred over as the Company’s inputs incurred to complete the project; therefore, revenue is recognized over the service period with the measure of progress using the input method based on labor costs incurred to total labor cost (cost-to-cost) as the services are provided. For product repair service, revenue is recognized when the repair services are complete and repaired products are shipped to customer. The Company licenses rights to its IP to certain customers and collects royalties based on customer’s product sales. IP revenue recognition is dependent on the nature and terms of each agreement. The Company recognizes license revenue upon delivery of the IP if there are no substantive future obligations to perform under the arrangement. Contract liabilities are recorded when license payments received from licensees relating to long-term license contracts for which the Company has future obligations under the license agreements. The Company classifies contract liabilities as current if the Company expects to recognize the related revenue over the next 12 months from the balance sheet date. Royalties from the license of IP are recognized at the later of the period the sales occur or the satisfaction of the performance obligation to which some or all of the royalties have been allocated. Arrangements with Multiple Performance Obligations When a contract involves multiple performance obligations, the Company accounts for individual products and services separately if the customer can benefit from the product or service on its own or with other resources that are readily available to the customer and the product or service is separately identifiable from other promises in the arrangement. The consideration is allocated between separate performance obligations in proportion to their estimated standalone selling price (SSP). The SSP reflects the price the Company would charge for a specific product or service if it were sold separately in similar circumstances and to similar customers. If the selling price is not directly observable, the Company generally uses the cost plus margin approach to estimate SSP. For patent cross-license arrangements, the Company estimates the SSP of the patents based on historical or forecasted development costs for existing and future patents granted or to be granted to customers. Costs related to products delivered are recognized in the period revenue is recognized. The Company provides standard product warranties for a term of typically one year to ensure that its products comply with agreed-upon specifications. Standard warranties are considered to be assurance type warranties and are not accounted for as separate performance obligations. Please see Product Warranty for accounting policy on standard warranties. The Company also provides service type extended warranties for an additional term ranging up to two Other Policies, Judgments and Practical Expedients Costs to obtain a contract. The Company generally expenses the incremental costs of obtaining a contract when incurred because the amortization period for these costs would be less than one year. These costs primarily relate to sales commissions and are recorded at the time of the customer order or product shipment in sales and marketing expense in the Company’s consolidated statements of operations. Commission expense was $0.7 million, $0.5 million and $0.5 million, respectively, for 2020, 2019 and 2018. Right of return. The Company’s general terms and conditions for its contracts do not contain a right of return that allows the customer to return products and receive a credit. Therefore the Company does not estimate returns and generally recognizes revenue at contract price upon product shipment or delivery. Remaining performance obligations. Revenue allocated to remaining performance obligations represents the transaction price allocated to the performance obligations that are unsatisfied, or partially unsatisfied. It includes unearned revenue and amounts that will be invoiced and recognized as revenue in future periods and does not include contracts where the customer is not committed. The customer is not considered committed where they are able to terminate for convenience without payment of a substantive penalty under the contract. Additionally, as a practical expedient, the Company has not disclosed the value of unsatisfied performance obligations for contracts with an original expected length of one year or less. The amount of the transaction price allocated to unsatisfied performance obligations with a duration of more than 12 months is recorded in long-term contract liability. Significant financing component. In certain arrangements, the Company receives payment from a customer either before or after the performance obligation has been satisfied. The expected timing difference between the payment and satisfaction of performance obligations for the vast majority of the Company’s contracts is one year or less; therefore, the Company applies a practical expedient and does not consider the effects of the time value of money. The Company’s contracts with customer prepayment terms do not include a significant financing component because the primary purpose is not to receive financing from the customers. For arrangements with licenses of intellectual property that include subsequent minimum royalty payments more than one year, the Company adjusts the amount of recorded revenue to reflect the effects of the time value of money if the timing of payments agreed to by the parties to the contract (either explicitly or implicitly) provides the customer with a significant benefit of financing. The effect of the significant financing component will be recognized as interest income separately from revenue from contracts with customers. Contract modifications. The Company may modify contracts to offer customers additional products or services. Each of the additional products and services are generally considered distinct from those products or services transferred to the customer before the modification. The Company evaluates whether the contract price for the additional products and services reflects the standalone selling price as adjusted for facts and circumstances applicable to that contract. In these cases, the Company accounts for the additional products or services as a separate contract. In other cases where the pricing in the modification does not reflect the standalone selling price as adjusted for facts and circumstances applicable to that contract, the Company accounts for the additional products or services as part of the existing contract primarily on a prospective basis. Judgments and estimates. Accounting for contracts recognized over time under ASC 606 involves the use of various techniques to estimate total contract revenue and costs. Due to uncertainties inherent in the estimation process, it is possible that estimates of costs to complete a performance obligation will be revised in the near-term. The Company reviews and updates its contract-related estimates regularly, and records adjustments as needed. For those performance obligations for which revenue is recognized using a cost-to-cost input method, changes in total estimated costs, and related progress towards complete satisfaction of the performance obligation, are recognized in the period in which the revisions to the estimates are made. |
Research and Development | Research and development costs are expensed as incurred. |
Advertising | Advertising costs are expensed as incurred and |
Stock-Based Compensation Expense | Stock-based compensation consists of expense for stock options, RSAs and RSUs granted to employees and nonemployees based on the stock award’s grant date fair value. The Company uses the fair market value of its common stock to estimate the fair value of its RSAs and RSUs and uses the Black-Scholes option pricing model to estimate the fair value of its stock options. For market-based performance RSUs (PRSUs), the Company uses the Monte Carlo simulation model (a binomial lattice-based valuation model) to determine the fair value. Stock-based compensation expense for stock options and service-condition awards that are expected to vest is recognized on a straight-line basis over the requisite service period. For performance-based awards, expense is recognized when it is probable the performance goal will be achieved, however if the likelihood becomes improbable, that expense is reversed. The Company recognizes forfeitures as they occur. As a result of the Business Combination, on October 30, 2020, the Board waived the liquidity event vesting condition applicable to outstanding shares of pre-combination Velodyne's RSUs. As such, the Company's outstanding RSUs vested to the extent the applicable service condition was satisfied as of such date. The Company accounted for the modification as an exchange of the original award, that was not expected to vest, for a new award.The fair value of the RSUs were re-measured based on the fair market value of the underlying Velodyne common stock on the modification date. The compensation expenses resulting from the modification are recognized ratably over the remaining requisite service period or recognized immediately to the extent the RSU’s service condition has been satisfied as of the modification date. |
Income Taxes | Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. 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 rate is recognized in income in the period that includes the enactment date. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. |
Commitments and Contingencies | Liabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of loss or the amount within a range of loss can be reasonably estimated. When no amount within the range is a better estimate than any other amount, the Company accrues for the minimum amount within the range. Legal costs incurred in connection with loss contingencies are expensed as incurred. |
Product Warranties | The Company typically provides a one-year warranty on its products. Estimated future warranty costs are accrued and charged to cost of revenue in the period that the related revenue is recognized. These estimates are based on historical warranty experience and any known or expected changes in warranty exposure, such as trends of product reliability and costs of repairing and replacing defective products. The Company periodically assesses the adequacy of its recorded warranty liabilities and adjusts the amounts as necessary. |
Recent Accounting Pronouncements | In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820) - Changes to the Disclosure Requirements for Fair Value Measurement . ASU 2018-13 removes the requirement to disclose the amount of and reasons for transfers between Level 1 and Level 2 fair value measurement methodologies, the policy for timing of transfers between levels and the valuation processes for Level 3 fair value measurements. It adds a requirement to disclose changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements held at the end of the reporting period and the range and weighted average of significant unobservable inputs used to develop Level 3 measurements. The Company adopted the new standard effective January 1, 2020, and there was no material impact on its consolidated financial statements. |
Fair Value Measurement | The Company categorizes assets and liabilities recorded at fair value on the consolidated balance sheet based on the level of judgment associated with inputs used to measure their fair value. For assets and liabilities measured at fair value, fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining fair value, the Company considers the principal or most advantageous market in which the Company would transact, and the Company considers assumptions that market participants would use when pricing the asset or liability. The three levels of inputs that may be used to measure fair value are: • Level 1 — Quoted prices in active markets for identical assets or liabilities. • Level 2 — Observable inputs other than Level 1 prices, such as quoted prices for similar assets and liabilities in active markets or quoted prices in less active market. All significant inputs used in the valuations are observable or can be directly or indirectly through market corroboration, for substantially the full term of the assets or liabilities. • Level 3 — Unobservable inputs are based on assumptions used to measure assets and liabilities at fair value. The inputs require significant management judgment or estimation. The Company monitors and review the inputs to ensure the fair value measurements are reasonable and consistent with market experience in similar asset classes. |
Net Income (Loss) Per Share | Basic net income (loss) per share is computed based on the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per share is computed based on the weighted average number of common shares outstanding plus the effect of dilutive potential common shares outstanding during the period using the treasury stock method. During the periods when there is a net loss, potentially dilutive common stock equivalents have been excluded from the calculation of diluted net loss per share as their effect is anti-dilutive. |
Description of Business and S_3
Description of Business and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Concentration of Risk Related to Accounts Receivable and Accounts Payable | The Company’s concentration of risk related to accounts receivable and accounts payable was as follows: December 31, 2020 2019 Number of customers accounted for 10% or more of accounts receivable 3 3 Number of vendors accounted for 10% or more of accounts payable 3 2 Revenue by countries and customers accounted for more than 10% of revenue was as follows: Year Ended December 31, 2020 2019 2018 Countries over 10% of Revenue: U.S. 34 % 46 % 59 % China 31 % 11 % 21 % Number of Customers accounted for over 10% of Revenue: 2 2 2 |
Changes in the Allowance For Doubtful Accounts | Changes in the Company’s allowance for doubtful accounts were as follows (in thousands): December 31, 2020 2019 Beginning balance $ 467 $ 357 Charged to costs and expenses 511 110 Uncollectible accounts written off, net of recoveries (102) — Ending balance $ 876 $ 467 |
Changes in the Accrued Warranty Liability | Changes in the Company’s accrued warranty liability, which is included as a component of other accrued expenses was as follows (in thousands): Year Ended December 31, 2020 2019 2018 Balance as of the beginning of the period $ 4,322 $ 3,531 $ 1,317 Warranty provision 4,316 6,531 5,469 Consumption (2,700) (4,939) (4,055) Changes in provision estimates (3,734) (801) 800 Balance as of the end of the period $ 2,204 $ 4,322 $ 3,531 |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenues | Total revenue based on the disaggregation criteria described above is as follows (dollar in thousands): Year Ended December 31, 2020 2019 2018 % of Revenue % of Revenue % of Revenue Revenue Revenue Revenue Revenue by geography: North America $ 41,228 43 % $ 49,634 49 % $ 84,541 59 % Asia Pacific 39,310 41 % 28,791 28 % 39,770 28 % Europe, Middle East and Africa 14,824 16 % 22,973 23 % 18,635 13 % Total $ 95,362 100 % $ 101,398 100 % $ 142,946 100 % Revenue by products and services: Products $ 68,355 72 % $ 81,424 80 % $ 132,933 93 % License and services 27,007 28 % 19,974 20 % 10,013 7 % Total $ 95,362 100 % $ 101,398 100 % $ 142,946 100 % Revenue by timing of recognition: Goods transferred at a point in time $ 92,550 97 % $ 92,890 92 % $ 139,852 98 % Goods and services transferred over time 2,812 3 % 8,508 8 % 3,094 2 % Total $ 95,362 100 % $ 101,398 100 % $ 142,946 100 % |
Contract Assets and Contract Liabilities | Contract assets and contract liabilities consisted of the following as of December 31, 2020 and December 31, 2019 (in thousands): December 31, 2020 2019 Contract assets, current Unbilled accounts receivable $ 2,813 $ — Contract assets, long-term Unbilled accounts receivable 8,440 — Total contract assets $ 11,253 $ — Contract liabilities, current Deferred revenue, current $ 7,143 $ 926 Customer advance payment 180 11,252 Customer deposit — 6,083 Total 7,323 18,261 Contract liabilities, long-term Deferred revenue, long-term 14,732 903 Total contract liabilities $ 22,055 $ 19,164 The following table shows the significant changes in contract assets and contract liabilities balances (in thousands): Year Ended December 31, 2020 2019 2018 Contract assets: Beginning balance $ — $ — $ — Increase due to unbilled and recognized as revenue in excess of billings during the period, net of amounts transferred to receivables 11,253 — — Ending balance $ 11,253 $ — $ — Contract liabilities: Beginning balance $ 19,164 $ 20,911 $ 16,835 Impact of ASC 606 adoption — — (256) Revenue recognized that was included in the contract liabilities beginning balance (12,182) (3,149) (7,393) Increase due to cash received and not recognized as revenue and billings in excess of revenue recognized during the period 21,156 1,402 11,725 Customer deposits reclassified to refund liabilities (6,083) — — Ending balance $ 22,055 $ 19,164 $ 20,911 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Summary of Assets Measured at Fair Value on a Recurring Basis | The following table summarize the Company’s assets measured at fair value on a recurring basis, by level, within the fair value hierarchy (in thousands): December 31, 2020 Level 1 Level 2 Level 3 Total Cash equivalents: Money market fund $ 74,107 $ — $ — $ 74,107 Treasury bill and U.S. government and agency securities 19,999 — — 19,999 Corporate debt securities — 2,003 — 2,003 Commercial paper — 33,295 — 33,295 Total cash equivalents 94,106 35,298 — 129,404 Short-term investments: Commercial paper — 122,265 — 122,265 Corporate debt securities — 23,371 — 23,371 Total short-term investments — 145,636 — 145,636 Total assets measured at fair value $ 94,106 $ 180,934 $ — $ 275,040 December 31, 2019 Level 1 Level 2 Level 3 Total Cash equivalents: Money market fund $ 44,669 $ — $ — $ 44,669 Total cash equivalents 44,669 — — 44,669 Short-term investments: Commercial paper — 1,099 — 1,099 Corporate debt securities — 1,100 — 1,100 Total short-term investments — 2,199 — 2,199 Total assets measured at fair value $ 44,669 $ 2,199 $ — $ 46,868 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Accounts Receivable, Net | Accounts receivables, net consist of the following (in thousands): December 31, 2020 2019 Accounts receivable $ 14,855 $ 12,330 Allowance for doubtful accounts (876) (467) Accounts receivable, net $ 13,979 $ 11,863 |
Inventories, Net of Reserve | Inventories, net of reserve, consist of the following (in thousands): December 31, 2020 2019 Raw materials $ 6,876 $ 12,374 Work-in-process 4,347 1,748 Finished goods 6,909 5,629 Total inventories 18,132 19,751 Less inventories not deemed to be current, included in other assets — 4,764 Inventories, included in current assets $ 18,132 $ 14,987 |
Prepaid and Other Current Assets | Prepaid and other current assets consist of the following (in thousands): December 31, 2020 2019 Prepaid expenses and deposits $ 5,698 $ 3,045 Due from contract manufacturers and vendors 2,944 4,068 Prepaid taxes 1,612 2,122 Contract assets 2,813 — Receivable from warrant exercises 9,074 — Other 178 3,683 Total prepaid and other current assets $ 22,319 $ 12,918 |
Property, Plant and Equipment, Net | Property, plant and equipment, at cost, consist of the following (in thousands): December 31, 2020 2019 Land $ — $ 2,340 Building — 3,142 Machinery and equipment 32,688 30,082 Building improvements — 4,194 Leasehold improvements 5,905 5,581 Furniture and fixtures 1,479 1,431 Vehicles 360 759 Software 1,357 1,343 Assets under construction 641 170 42,430 49,042 Less: accumulated depreciation and amortization (25,625) (22,764) Property, plant and equipment, net $ 16,805 $ 26,278 Capital lease equipment $ 888 $ 888 Less: accumulated depreciation (381) (203) Capital lease equipment, net $ 507 $ 685 The aggregate depreciation and amortization related to property, plant and equipment was as follows (in thousands): Year Ended December 31, 2020 2019 2018 Depreciation and amortization on property, plant and equipment $ 8,009 $ 7,805 $ 6,791 Depreciation on capital lease equipment 178 122 81 |
Intangible Assets, Net | Intangible assets, net, consist of the following (in thousands): Gross Carrying Amount Accumulated Amortization Net Book Value As of December 31, 2020: Developed technology $ 1,200 $ 573 $ 627 As of December 31, 2019: Developed technology $ 1,170 $ 188 $ 982 |
Amortization of Intangible Assets | Amortization of intangible assets is as follows (in thousands): Year Ended December 31, 2020 2019 2018 Amortization of intangible assets $ 385 $ 188 $ — |
Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following (in thousands): December 31, 2020 2019 Accrued payroll expenses $ 11,877 $ 10,537 Accrued manufacturing costs 8,003 3,344 Accrued transaction costs 25,057 — Accrued professional and consulting fees 965 5,572 Accrued warranty costs 2,204 4,322 Accrued taxes 1,074 944 Refund liabilities — 4,878 Other 1,169 1,563 Total accrued expense and other current liabilities $ 50,349 $ 31,160 |
Long-Term Liabilities | Long-term liabilities consisted of the following (in thousands): December 31, 2020 2019 PPP Loan $ 10,000 $ — Contract liabilities, long-term 14,732 903 Other 1,195 1,322 Total long-term liabilities $ 25,927 $ 2,225 |
Mapper Acquisition (Tables)
Mapper Acquisition (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
Purchase Price Allocation | The total purchase price is allocated to acquired assets based on their estimated fair value at the acquisition date as follows (in thousands): Assets Acquired: Amount Developed technology $ 1,140 Property and equipment 144 Goodwill 1,189 Total purchase price $ 2,473 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Loss (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Composition of Accumulated Other Comprehensive Loss | Accumulated other comprehensive loss was comprised of the following as of December 31, 2020 and December 31, 2019 (in thousands): December 31, 2020 2019 Foreign currency translation loss $ (170) $ (216) Unrealized loss on investments (60) — Total accumulated other comprehensive loss $ (230) $ (216) |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Summary of the Preferred Stock Conversion | The following summarizes the Company’s preferred stock conversion immediately after the Business Combination: September 29, 2020 Preferred Stock Shares Conversion Ratio Common Stock Shares Series A Convertible Preferred Stock (pre-combination) 8,772,852 2.9786 26,130,888 Series B Convertible Preferred Stock (pre-combination) 1,375,440 3.5465 4,878,048 Series B-1 Convertible Preferred Stock (pre-combination) 1,925,616 3.5465 6,829,267 Total 12,073,908 37,838,203 |
Summary of Common Stock Outstanding | The following summarizes the Company’s common stock outstanding as of December 31, 2020: Shares % Converted pre-combination Velodyne common stock outstanding, net of shares repurchased as part of the tender offer 101,849,247 57.9 % Converted pre-combination Velodyne preferred stock outstanding 24,772,759 14.1 % Public stockholders 44,260,188 25.1 % Graf Founder shares 2,575,000 1.5 % PIPE shares 2,455,000 1.4 % Total common stock issued and outstanding as of December 31, 2020 175,912,194 100.0 % |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Stock Option Activity under Equity Plans | A summary of the stock option activities under the Company’s equity plans is as follows: Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life Aggregate Intrinsic Value (Years) (In thousands) Option: Options outstanding as of December 31, 2017, as previously reported 2,603,333 $ 1.13 Retroactive application of the recapitalization 5,044,795 Options outstanding as of December 31, 2017, as adjusted 7,648,128 0.39 Granted — Forfeited — Options outstanding as of December 31, 2018 7,648,128 0.39 Forfeited (82,626) 7.18 Expired (7,408,821) 0.19 Options outstanding as of December 31, 2019 156,681 6.21 Granted 440,673 5.74 Options outstanding as of December 31, 2020 597,354 5.86 7.3 $ 10,133 Options exercisable as of December 31, 2020 156,681 6.21 1.36 2,603 Options vested and expected to vest as of December 31, 2020 597,354 5.86 7.3 10,133 |
Summary of RSU and RSA Activity under Equity Plans | A summary of RSA and RSU activities under the Company’s equity plans is as follows: Shares Weighted Average Grant Date Fair Value per Share RSA: RSAs outstanding as of December 31, 2017, as previously reported 1,404,557 $4.09 Retroactive application of the recapitalization 2,779,067 RSUs outstanding as of December 31, 2017, as adjusted 4,183,624 1.37 Forfeited — RSAs outstanding as of December 31, 2018 4,183,624 1.37 Forfeited — RSAs outstanding as of December 31, 2019 4,183,624 1.37 Forfeited — RSAs outstanding as of December 31, 2020 4,183,624 1.37 RSU: RSUs outstanding as of December 31, 2017, as previously reported 1,670,669 $19.94 Retroactive application of the recapitalization 3,240,156 RSUs outstanding as of December 31, 2017, as adjusted 4,910,825 6.79 Granted 2,739,268 8.08 Forfeited (1,222,706) 6.94 RSUs outstanding as of December 31, 2018 6,427,387 7.31 Granted 4,329,925 9.83 Forfeited (1,217,505) 8.30 RSUs outstanding as of December 31, 2019 9,539,807 8.33 Granted 3,340,173 6.80 Modified — 12.23 Forfeited (896,344) 8.48 RSUs outstanding as of December 31, 2020 11,983,636 12.43 PRSU: PRSUs outstanding as of December 31, 2019 — Granted 1,101,683 $6.72 PRSUs outstanding as of December 31, 2020 1,101,683 6.72 |
Weighted-Average Grant Date Fair Value and Assumptions Used as Inputs for Options | The following table sets forth the weighted average grant date fair value for options and the assumptions used as inputs for the Black-Scholes option pricing model: Year Ended Weighted average grant date fair value of options $2.10 Expected term, in years 5.55 Expected volatility 39.82% Risk-free interest rate 0.371% Expected dividend yield — |
Weighted-Average Grant Date Fair Value and Assumptions Used as Inputs for PRSUs | The following table sets forth the weighted average modification date fair value for PRSUs and the assumptions used as inputs for the Monte Carlo simulation model: Year Ended Weighted average modification date fair value of PRSUs $6.72 Expected term, in years 2.17 Expected volatility 49.00% Risk-free interest rate 0.15% Expected dividend yield 0.00% |
Stock-Based Compensation Expense | The following table presents stock-based compensation expense included in the Company’s consolidated statements of operations (in thousands): Year Ended December 31, 2020 2019 2018 Cost of revenue $ 7,417 $ — $ — Research and development 37,030 97 93 Sales and marketing 14,773 — — General and administrative 32,280 38 114 Total stock-based compensation expense $ 91,500 $ 135 $ 207 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Common Stock Equivalents Excluded From the Computation of Diluted Net Income (Loss) Per Share | The following common stock equivalents have also been excluded from the computation of diluted net loss per share for the periods presented because including them would have been antidilutive (in thousands): Year Ended December 31, 2020 2019 2018 Stock options 597 157 304 RSAs 4,184 4,184 4,184 RSUs 6,320 9,540 6,427 Total 11,101 13,881 10,915 |
Restructuring (Tables)
Restructuring (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Restructuring and Related Activities [Abstract] | |
Summary of Restructuring Costs Incurred, Expected to be Incurred and Estimated Total Costs and Changes in Restructuring Liabilities | The following table summarizes the Company's costs incurred during 2020, estimated additional costs to be incurred and estimated total costs expected to be incurred under the restructuring program as of December 31, 2020 (in thousands): Cost Incurred During the Period Cumulative Costs Incurred Through End of the Period Estimated Additional Costs to be Incurred Total Restructuring Costs Expected to be Incurred Employee termination benefits $ 984 $ 984 $ — $ 984 The following table summarizes the changes in restructuring liabilities during 2020 (in thousands): Year Ended Restructuring liabilities, beginning $ — Provisions and adjustments 984 Cash payments (984) Restructuring liabilities, ending $ — |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Summary of Loss Before Income Taxes and Provision For (Benefit From) Income Taxes | Loss before income taxes consisted of the followings (in thousands): Year Ended December 31, 2020 2019 2018 Domestic $ (154,290) $ (68,645) $ (56,631) Foreign 342 736 959 Loss before income taxes $ (153,948) $ (67,909) $ (55,672) |
Provision for (Benefit from) Income Taxes | Provision for (benefit from) income taxes consisted of the following (in thousands): Year Ended December 31, 2020 2019 2018 Current: Federal $ (4,124) $ 958 $ 8 State (20) (130) 507 Foreign 56 430 268 Total Current (4,088) 1,258 783 Deferred: Federal 3 (1,942) 3,805 State 1 1 2,040 Foreign — — — Total Deferred 4 (1,941) 5,845 Provision for (benefit from) income taxes $ (4,084) $ (683) $ 6,628 |
Reconciliation of U.S. Federal Provision at Statutory Rate to the Effective Tax Rate | The provision for (benefit from) income taxes differ from the amounts computed by applying the U.S. federal income tax rate to income (loss) before income taxes for the following reasons: Year Ended December 31, 2020 2019 2018 U.S. federal provision at statutory rate 21.0 % 21.0 % 21.0 % State income taxes, net of federal benefit 1.5 1.3 7.4 Foreign income taxes at rates other than the U.S. rate — (0.4) (0.1) Tax credits 3.0 6.7 4.5 Withholding taxes (1.7) (1.5) — Permanent items (1.4) (0.2) (0.7) Uncertain tax benefits (0.2) (0.2) (0.5) 2019 CARES Act impact 4.3 — — Prior year return to provision adjustments (1.7) (0.1) 0.2 Change in valuation allowance (22.0) (25.7) (43.2) Other (0.1) 0.1 (0.5) Effective tax rate 2.7 % 1.0 % (11.9) % |
Deferred Income Tax Assets and Liabilities | The Company’s deferred income tax assets and liabilities as of December 31, 2020 and 2019 were as follows (in thousands): December 31, 2020 2019 Deferred tax assets: Net operating loss carryforward $ 42,698 $ 27,325 Tax credits 13,387 5,099 Deferred revenue 224 4,601 Accruals and reserves 3,449 4,336 Inventories 1,850 2,176 Stock-based compensation 16,179 129 Other 117 52 Total deferred tax assets 77,904 43,718 Deferred tax liabilities: Depreciation and amortization (1,203) (1,820) Prepaids (1,149) (427) Total deferred tax liabilities (2,352) (2,247) Net deferred tax assets before valuation allowance 75,552 41,471 Valuation allowance (75,558) (41,473) Net deferred tax assets (liabilities) $ (6) $ (2) |
Summary of the Aggregate Changes in Unrecognized Tax Benefits | The following table summarizes the aggregate changes in the total gross amount of unrecognized tax benefits (in thousands): Year Ended December 31, 2020 2019 2018 Unrecognized tax benefits as of the beginning of the year $ 4,188 $ 2,824 $ 1,763 Increases related to prior year tax provisions 400 308 78 Decrease related to prior year tax provisions — — (216) Increase related to current year tax provisions 1,240 1,282 1,199 Statute lapse (43) (226) — Unrecognized tax benefits as of the end of the year $ 5,785 $ 4,188 $ 2,824 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Future Minimum Lease Payments Under Non-Cancelable Capital Leases | As of December 31, 2020, future minimum lease payments under all non-cancelable capital and operating leases with an initial lease term in excess of one year were as follows (in thousands): Years Ending December 31, Capital Leases Operating Leases 2021 $ 217 $ 4,036 2022 14 3,297 2023 — 3,357 2024 — 3,459 2025 — 3,563 Thereafter — 7,450 Net minimum lease payments 231 $ 25,162 Less amount representing interest (7) Present value of net minimum lease payments 224 Less current portion (210) Long-term obligations as of December 31, 2020 $ 14 |
Future Minimum Lease Payments Under Non-Cancelable Operating Leases | As of December 31, 2020, future minimum lease payments under all non-cancelable capital and operating leases with an initial lease term in excess of one year were as follows (in thousands): Years Ending December 31, Capital Leases Operating Leases 2021 $ 217 $ 4,036 2022 14 3,297 2023 — 3,357 2024 — 3,459 2025 — 3,563 Thereafter — 7,450 Net minimum lease payments 231 $ 25,162 Less amount representing interest (7) Present value of net minimum lease payments 224 Less current portion (210) Long-term obligations as of December 31, 2020 $ 14 |
Summary of Contractual Obligations and Commitments | The following table summarizes contractual obligations and commitments as of December 31, 2020 (in thousands): Years Ending December 31, Purchase Commitments Other Contractual Commitments 2021 $ 37,364 $ 1,732 2022 — 706 Total $ 37,364 $ 2,438 |
Segment, Geographic and Custo_2
Segment, Geographic and Customer Concentration Information (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Segment Reporting [Abstract] | |
Revenue by region and country | The Company reports revenue by region and country based on the location where its customers accept delivery of its products and services. Revenue by region was as follows (dollar amount in thousands): Year Ended December 31, 2020 2019 2018 % of Revenue % of Revenue % of Revenue Revenue Revenue Revenue Revenue by geography: North America $ 41,228 43 % $ 49,634 49 % $ 84,541 59 % Asia Pacific 39,310 41 % 28,791 28 % 39,770 28 % Europe, Middle East and Africa 14,824 16 % 22,973 23 % 18,635 13 % Total $ 95,362 100 % $ 101,398 100 % $ 142,946 100 % |
Revenue by Countries and Customers Accounted For More Than 10% | The Company’s concentration of risk related to accounts receivable and accounts payable was as follows: December 31, 2020 2019 Number of customers accounted for 10% or more of accounts receivable 3 3 Number of vendors accounted for 10% or more of accounts payable 3 2 Revenue by countries and customers accounted for more than 10% of revenue was as follows: Year Ended December 31, 2020 2019 2018 Countries over 10% of Revenue: U.S. 34 % 46 % 59 % China 31 % 11 % 21 % Number of Customers accounted for over 10% of Revenue: 2 2 2 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Revenue and Accounts Receivable for Related Parties | Revenue and accounts receivable for these holders were as follows (in thousands): Year Ended December 31, 2020 2019 2018 Revenue: Stockholder A (1) $ 465 $ (3,514) $ 9,447 Stockholder B 7,008 1,391 508 Stockholder C 764 6,148 18 Stockholder D 46 — — December 31, 2020 2019 Accounts receivable: Stockholder A $ — $ 9 Stockholder B 3,085 1,404 |
Quarterly Results of Operatio_2
Quarterly Results of Operations (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Quarterly Financial Information Disclosure [Abstract] | |
Selected Quarterly Results of Operations Information | The following table represents selected quarterly results of operations information (in thousands, except share and per share data): Three Months Ended Mar. 31, Jun. 30, Sep. 30, Dec. 31, Mar. 31, Jun. 30, Sep. 30, Dec. 31, (in thousands) Total revenue $ 39,823 $ 29,086 $ 13,517 $ 18,972 $ 17,031 $ 28,386 $ 32,099 $ 17,846 Gross profit (loss) 18,985 11,652 (1,093) 224 1,602 13,886 14,969 (5,341) Operating loss (2,642) (9,719) (26,888) (29,764) (30,003) (9,705) (2,742) (111,454) Provision for (benefit from) income taxes 27 25 70 (805) (6,677) 17 2,562 14 Net loss (2,182) (9,476) (26,827) (28,741) (23,385) (9,727) (5,295) (111,457) Net loss per share, basic and diluted $ (0.02) $ (0.07) $ (0.20) $ (0.21) $ (0.17) $ (0.07) $ (0.04) $ (0.64) |
Description of Business and S_4
Description of Business and Summary of Significant Accounting Policies - Narrative (Details) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2020 | Dec. 31, 2020USD ($)segment$ / shares | Dec. 31, 2019USD ($)$ / shares | Dec. 31, 2018USD ($) | Sep. 29, 2020$ / shares | |
Accounting Policies [Abstract] | |||||
Number of operating segments | segment | 1 | ||||
Common stock, par value (in USD per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Cash and cash equivalents | $ 350,300,000 | ||||
Concentration Risk [Line Items] | |||||
Cash equivalents | 129,400,000 | $ 44,700,000 | |||
Short-term investments | 145,636,000 | 2,199,000 | |||
Net change in inventory reserves | (700,000) | (1,800,000) | $ 1,200,000 | ||
Property, Plant and Equipment [Line Items] | |||||
Impairment loss on long-lived assets | $ 0 | 0 | 0 | ||
Standard product warranty term | 1 year | ||||
Extended service-type warranty term | 2 years | ||||
Commission expense | $ 700,000 | 500,000 | 500,000 | ||
Advertising costs | 1,400,000 | 2,300,000 | $ 1,700,000 | ||
Liabilities for loss contingencies | $ 0 | $ 0 | |||
Building | Minimum | |||||
Property, Plant and Equipment [Line Items] | |||||
Estimated useful life of property, plant and equipment | 15 years | ||||
Building | Maximum | |||||
Property, Plant and Equipment [Line Items] | |||||
Estimated useful life of property, plant and equipment | 30 years | ||||
Building improvements | Minimum | |||||
Property, Plant and Equipment [Line Items] | |||||
Estimated useful life of property, plant and equipment | 7 years | ||||
Building improvements | Maximum | |||||
Property, Plant and Equipment [Line Items] | |||||
Estimated useful life of property, plant and equipment | 15 years | ||||
Leasehold improvements | Maximum | |||||
Property, Plant and Equipment [Line Items] | |||||
Estimated useful life of property, plant and equipment | 5 years | ||||
Machinery and equipment | Minimum | |||||
Property, Plant and Equipment [Line Items] | |||||
Estimated useful life of property, plant and equipment | 3 years | ||||
Machinery and equipment | Maximum | |||||
Property, Plant and Equipment [Line Items] | |||||
Estimated useful life of property, plant and equipment | 5 years | ||||
Furniture and fixtures | Minimum | |||||
Property, Plant and Equipment [Line Items] | |||||
Estimated useful life of property, plant and equipment | 3 years | ||||
Furniture and fixtures | Maximum | |||||
Property, Plant and Equipment [Line Items] | |||||
Estimated useful life of property, plant and equipment | 5 years | ||||
Vehicles | Minimum | |||||
Property, Plant and Equipment [Line Items] | |||||
Estimated useful life of property, plant and equipment | 3 years | ||||
Vehicles | Maximum | |||||
Property, Plant and Equipment [Line Items] | |||||
Estimated useful life of property, plant and equipment | 5 years | ||||
Software | Minimum | |||||
Property, Plant and Equipment [Line Items] | |||||
Estimated useful life of property, plant and equipment | 3 years | ||||
Software | Maximum | |||||
Property, Plant and Equipment [Line Items] | |||||
Estimated useful life of property, plant and equipment | 5 years | ||||
Revolving Credit Facility | Line of Credit | 2020 Revolving Line | |||||
Line of Credit Facility [Line Items] | |||||
Available borrowing capacity | $ 25,000,000 | ||||
Accounts Receivable | Customer Concentration Risk | Two Customers | |||||
Concentration Risk [Line Items] | |||||
Concentration percentage | 47.00% | ||||
Accounts Payable | Supplier Concentration Risk | One Vendor | |||||
Concentration Risk [Line Items] | |||||
Concentration percentage | 36.00% | 34.00% |
Description of Business and S_5
Description of Business and Summary of Significant Accounting Policies - Changes in the Allowance For Doubtful Accounts (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||||
Beginning balance | $ 467 | $ 357 | ||
Charged to costs and expenses | $ 110 | 511 | 110 | $ 77 |
Uncollectible accounts written off, net of recoveries | 0 | (102) | 0 | |
Ending balance | $ 467 | $ 876 | $ 467 | $ 357 |
Description of Business and S_6
Description of Business and Summary of Significant Accounting Policies - Changes in the Accrued Warranty Liability (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Movement in Standard Product Warranty Accrual [Roll Forward] | |||
Balance as of the beginning of the period | $ 4,322 | $ 3,531 | $ 1,317 |
Warranty provision | 4,316 | 6,531 | 5,469 |
Consumption | (2,700) | (4,939) | (4,055) |
Changes in provision estimates | (3,734) | (801) | 800 |
Balance as of the end of the period | $ 2,204 | $ 4,322 | $ 3,531 |
Business Combination and Rela_2
Business Combination and Related Transactions (Details) - USD ($) | Sep. 29, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Business Acquisition [Line Items] | |||||
Goodwill | $ 1,189,000 | $ 1,189,000 | |||
Cash paid to acquire business | 0 | 2,473,000 | $ 0 | ||
Repurchase of common stock | $ 1,800,000 | 1,802,000 | 0 | $ 2,500,000 | |
Repurchased and retired common stock (in shares) | 175,744 | ||||
Acquisition-related costs | $ 29,100,000 | $ 29,100,000 | |||
Accrued transaction costs | $ 25,057,000 | $ 0 | |||
Private Placement | |||||
Business Acquisition [Line Items] | |||||
Shares issued (in shares) | 15,000,000 | ||||
Price per share (in USD per share) | $ 10 | ||||
Aggregate purchase price | $ 150,000,000 | ||||
Graf | Pre-Combination Velodyne | |||||
Business Acquisition [Line Items] | |||||
Goodwill | 0 | ||||
Other intangible assets | 0 | ||||
Cash paid to acquire business | $ 222,100,000 | ||||
Shares transferred in acquisition (in shares) | 150,277,532 | ||||
Share price (in USD per share) | $ 10.25 | ||||
Value of shares transferred in acquisition | $ 1,540,300,000 | ||||
Graf | Common Stock Issuable In Respect of Vested Equity Awards | Pre-Combination Velodyne | |||||
Business Acquisition [Line Items] | |||||
Shares transferred in acquisition (in shares) | 143,575,763 | ||||
Graf | Common Stock Earned Due To the Satisfaction of the Earnout Condition | Pre-Combination Velodyne | |||||
Business Acquisition [Line Items] | |||||
Shares transferred in acquisition (in shares) | 2,000,000 | ||||
Graf | Common Stock to Equity Holders That Did Not Opt To Have Their Respective Shares in the Pre-Closing Tender Offer | Pre-Combination Velodyne | |||||
Business Acquisition [Line Items] | |||||
Shares transferred in acquisition (in shares) | 4,702,304 | ||||
Graf | Earnout RSUs | Pre-Combination Velodyne | |||||
Business Acquisition [Line Items] | |||||
Shares transferred in acquisition (in shares) | 187,861 | ||||
Service condition period | 6 months |
Revenue - Disaggregation of Rev
Revenue - Disaggregation of Revenues (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | $ 17,846 | $ 32,099 | $ 28,386 | $ 17,031 | $ 18,972 | $ 13,517 | $ 29,086 | $ 39,823 | $ 95,362 | $ 101,398 | $ 142,946 |
Goods transferred at a point in time | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | 92,550 | 92,890 | 139,852 | ||||||||
Goods and services transferred over time | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | $ 2,812 | $ 8,508 | $ 3,094 | ||||||||
Revenue | Timing of Recognition Concentration Risk | Goods transferred at a point in time | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Concentration percentage | 97.00% | 92.00% | 98.00% | ||||||||
Revenue | Timing of Recognition Concentration Risk | Goods and services transferred over time | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Concentration percentage | 3.00% | 8.00% | 2.00% | ||||||||
Products | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | $ 68,355 | $ 81,424 | $ 132,933 | ||||||||
Products | Revenue | Product Concentration Risk | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Concentration percentage | 72.00% | 80.00% | 93.00% | ||||||||
License and services | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | $ 27,007 | $ 19,974 | $ 10,013 | ||||||||
License and services | Revenue | Product Concentration Risk | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Concentration percentage | 28.00% | 20.00% | 7.00% | ||||||||
North America | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | $ 41,228 | $ 49,634 | $ 84,541 | ||||||||
North America | Revenue | Geographic Concentration Risk | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Concentration percentage | 43.00% | 49.00% | 59.00% | ||||||||
Asia Pacific | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | $ 39,310 | $ 28,791 | $ 39,770 | ||||||||
Asia Pacific | Revenue | Geographic Concentration Risk | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Concentration percentage | 41.00% | 28.00% | 28.00% | ||||||||
Europe, Middle East and Africa | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | $ 14,824 | $ 22,973 | $ 18,635 | ||||||||
Europe, Middle East and Africa | Revenue | Geographic Concentration Risk | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Concentration percentage | 16.00% | 23.00% | 13.00% |
Revenue - Narrative (Details)
Revenue - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Disaggregation of Revenue [Line Items] | ||||||||||||
Revenue | $ 17,846 | $ 32,099 | $ 28,386 | $ 17,031 | $ 18,972 | $ 13,517 | $ 29,086 | $ 39,823 | $ 95,362 | $ 101,398 | $ 142,946 | |
Current deferred revenue | 7,323 | 18,261 | 7,323 | 18,261 | ||||||||
Deferred revenue, long-term | 14,732 | 903 | 14,732 | 903 | ||||||||
Contract asset | 11,253 | $ 0 | 11,253 | 0 | 0 | $ 0 | ||||||
Customer deposits reclassified to refund liabilities | 6,083 | $ 0 | $ 0 | |||||||||
License | Customer in Asia Pacific in Patent Cross-License Agreement | ||||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||||
Revenue | 19,700 | |||||||||||
Current deferred revenue | 3,400 | 3,400 | ||||||||||
Deferred revenue, long-term | 13,700 | 13,700 | ||||||||||
Contract asset | $ 11,300 | $ 11,300 | ||||||||||
License | Revenue | Customer Concentration Risk | Customer in Asia Pacific in Patent Cross-License Agreement | ||||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||||
Concentration percentage | 21.00% | |||||||||||
One-Time Stocking Fee | ||||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||||
Revenue | $ 11,100 |
Revenue - Composition of Contra
Revenue - Composition of Contract Assets and Contract Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Contract assets, current | ||||
Contract assets | $ 2,813 | $ 0 | ||
Contract assets, long-term | ||||
Unbilled accounts receivable | 8,440 | 0 | ||
Total contract assets | 11,253 | 0 | $ 0 | $ 0 |
Contract liabilities, current | ||||
Deferred revenue, current | 7,143 | 926 | ||
Customer advance payment | 180 | 11,252 | ||
Customer deposit | 0 | 6,083 | ||
Total | 7,323 | 18,261 | ||
Contract liabilities, long-term | ||||
Deferred revenue, long-term | 14,732 | 903 | ||
Total contract liabilities | $ 22,055 | $ 19,164 | $ 20,911 | $ 16,835 |
Revenue - Significant Changes i
Revenue - Significant Changes in Contract Assets and Contract Liabilities Balances (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Contract assets: | |||
Beginning balance | $ 0 | $ 0 | $ 0 |
Increase due to unbilled and recognized as revenue in excess of billings during the period, net of amounts transferred to receivables | 11,253 | 0 | 0 |
Ending balance | 11,253 | 0 | 0 |
Contract liabilities: | |||
Beginning balance | 19,164 | 20,911 | 16,835 |
Revenue recognized that was included in the contract liabilities beginning balance | (12,182) | (3,149) | (7,393) |
Increase due to cash received and not recognized as revenue and billings in excess of revenue recognized during the period | 21,156 | 1,402 | 11,725 |
Customer deposits reclassified to refund liabilities | (6,083) | 0 | 0 |
Ending balance | $ 22,055 | $ 19,164 | 20,911 |
Impact of Adoption | |||
Contract liabilities: | |||
Beginning balance | $ (256) |
Fair Value Measurement (Details
Fair Value Measurement (Details) - Recurring - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | $ 129,404 | $ 44,669 |
Short-term investments | 145,636 | 2,199 |
Total assets measured at fair value | 275,040 | 46,868 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 94,106 | 44,669 |
Short-term investments | 0 | 0 |
Total assets measured at fair value | 94,106 | 44,669 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 35,298 | 0 |
Short-term investments | 145,636 | 2,199 |
Total assets measured at fair value | 180,934 | 2,199 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Short-term investments | 0 | 0 |
Total assets measured at fair value | 0 | 0 |
Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 122,265 | 1,099 |
Commercial paper | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 0 | 0 |
Commercial paper | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 122,265 | 1,099 |
Commercial paper | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 0 | 0 |
Corporate debt securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 23,371 | 1,100 |
Corporate debt securities | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 0 | 0 |
Corporate debt securities | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 23,371 | 1,100 |
Corporate debt securities | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 0 | 0 |
Money market fund | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 74,107 | 44,669 |
Money market fund | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 74,107 | 44,669 |
Money market fund | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Money market fund | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | $ 0 |
Treasury bill and U.S. government and agency securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 19,999 | |
Treasury bill and U.S. government and agency securities | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 19,999 | |
Treasury bill and U.S. government and agency securities | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | |
Treasury bill and U.S. government and agency securities | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | |
Corporate debt securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 2,003 | |
Corporate debt securities | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | |
Corporate debt securities | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 2,003 | |
Corporate debt securities | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | |
Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 33,295 | |
Commercial paper | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | |
Commercial paper | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 33,295 | |
Commercial paper | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | $ 0 |
Balance Sheet Components - Acco
Balance Sheet Components - Accounts Receivable, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accounts receivable | $ 14,855 | $ 12,330 |
Allowance for doubtful accounts | (876) | (467) |
Accounts receivable, net | $ 13,979 | $ 11,863 |
Balance Sheet Components - Inve
Balance Sheet Components - Inventories, Net of Reserve (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Raw materials | $ 6,876 | $ 12,374 |
Work-in-process | 4,347 | 1,748 |
Finished goods | 6,909 | 5,629 |
Total inventories | 18,132 | 19,751 |
Less inventories not deemed to be current, included in other assets | 0 | 4,764 |
Inventories, net | $ 18,132 | $ 14,987 |
Balance Sheet Components - Prep
Balance Sheet Components - Prepaid and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Prepaid expenses and deposits | $ 5,698 | $ 3,045 |
Due from contract manufacturers and vendors | 2,944 | 4,068 |
Prepaid taxes | 1,612 | 2,122 |
Contract assets | 2,813 | 0 |
Receivable from warrant exercises | 9,074 | 0 |
Other | 178 | 3,683 |
Total prepaid and other current assets | $ 22,319 | $ 12,918 |
Balance Sheet Components - Narr
Balance Sheet Components - Narrative (Details) - Morgan Hill Properties - USD ($) $ in Millions | Jul. 02, 2020 | Mar. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Carrying value of property classified as assets held-for-sale | $ 4.7 | |
Proceeds from the sale of properties | $ 12.3 | |
Gain (loss) on sale of property | $ 7.5 |
Balance Sheet Components - Prop
Balance Sheet Components - Property, Plant and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 42,430 | $ 49,042 |
Less: accumulated depreciation and amortization | (25,625) | (22,764) |
Property, plant and equipment, net | 16,805 | 26,278 |
Capital lease equipment | 888 | 888 |
Less: accumulated depreciation | (381) | (203) |
Capital lease equipment, net | 507 | 685 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 0 | 2,340 |
Building | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 0 | 3,142 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 32,688 | 30,082 |
Building improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 0 | 4,194 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 5,905 | 5,581 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 1,479 | 1,431 |
Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 360 | 759 |
Software | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 1,357 | 1,343 |
Assets under construction | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 641 | $ 170 |
Balance Sheet Components - Aggr
Balance Sheet Components - Aggregate Depreciation and Amortization Related to Property, Plant and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Depreciation and amortization on property, plant and equipment | $ 8,009 | $ 7,805 | $ 6,791 |
Depreciation on capital lease equipment | $ 178 | $ 122 | $ 81 |
Balance Sheet Components - Inta
Balance Sheet Components - Intangible Assets, Net (Details) - Developed technology - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 1,200 | $ 1,170 |
Accumulated Amortization | 573 | 188 |
Net Book Value | $ 627 | $ 982 |
Balance Sheet Components - Amor
Balance Sheet Components - Amortization of Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Amortization of intangible assets | $ 385 | $ 188 | $ 0 |
Balance Sheet Components - Accr
Balance Sheet Components - Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accrued payroll expenses | $ 11,877 | $ 10,537 |
Accrued manufacturing costs | 8,003 | 3,344 |
Accrued transaction costs | 25,057 | 0 |
Accrued professional and consulting fees | 965 | 5,572 |
Accrued warranty costs | 2,204 | 4,322 |
Accrued taxes | 1,074 | 944 |
Refund liabilities | 0 | 4,878 |
Other | 1,169 | 1,563 |
Accrued expense and other current liabilities | $ 50,349 | $ 31,160 |
Balance Sheet Components - Long
Balance Sheet Components - Long-Term Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
PPP Loan | $ 10,000 | $ 0 |
Contract liabilities, long-term | 14,732 | 903 |
Other | 1,195 | 1,322 |
Other long-term liabilities | $ 25,927 | $ 2,225 |
Mapper Acquisition - Narrative
Mapper Acquisition - Narrative (Details) - USD ($) $ in Thousands | Sep. 29, 2020 | Jul. 03, 2019 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Business Acquisition [Line Items] | ||||||
Cash paid to acquire business | $ 0 | $ 2,473 | $ 0 | |||
Acquisition-related costs | $ 29,100 | $ 29,100 | ||||
Mapper | ||||||
Business Acquisition [Line Items] | ||||||
Cash paid to acquire business | $ 2,500 | |||||
Acquisition-related costs | $ 200 | |||||
Mapper | Developed technology | ||||||
Business Acquisition [Line Items] | ||||||
Estimated useful life | 3 years |
Mapper Acquisition - Purchase P
Mapper Acquisition - Purchase Price Allocation (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Jul. 03, 2019 |
Business Acquisition [Line Items] | |||
Goodwill | $ 1,189 | $ 1,189 | |
Mapper | |||
Business Acquisition [Line Items] | |||
Developed technology | $ 1,140 | ||
Property and equipment | 144 | ||
Goodwill | 1,189 | ||
Total purchase price | $ 2,473 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Loss - Composition of Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Stockholders' equity | $ 340,823 | $ 76,246 | $ 93,615 | $ 111,479 |
Accumulated other comprehensive loss | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Stockholders' equity | (230) | (216) | ||
Foreign currency translation loss | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Stockholders' equity | (170) | (216) | ||
Unrealized loss on investments | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Stockholders' equity | $ (60) | $ 0 |
Credit Facilities and Notes P_2
Credit Facilities and Notes Payable (Details) - USD ($) | Apr. 08, 2020 | Jan. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Line of Credit Facility [Line Items] | |||||
Loan proceeds received | $ 10,000,000 | $ 0 | $ 0 | ||
Loan balance | 10,000,000 | $ 0 | |||
PPP Loans | |||||
Line of Credit Facility [Line Items] | |||||
Loan proceeds received | $ 10,000,000 | ||||
Loan balance | 10,000,000 | ||||
Line of Credit | 2020 Revolving Line | |||||
Line of Credit Facility [Line Items] | |||||
Outstanding borrowings under facility | $ 0 | ||||
Line of Credit | Revolving Credit Facility | 2020 Revolving Line | |||||
Line of Credit Facility [Line Items] | |||||
Maximum borrowing capacity | $ 25,000,000 | ||||
Option to increase the maximum borrowing capacity, additional amount | $ 15,000,000 | ||||
Unused revolving line facility fee percentage | 0.15% | ||||
Non-refundable commitment fee | $ 50,000 | ||||
Expiration period | 1 year | ||||
Line of Credit | Revolving Credit Facility | 2020 Revolving Line | Prime Rate | |||||
Line of Credit Facility [Line Items] | |||||
Applicable margin on variable rate | 1.50% | ||||
Line of Credit | Revolving Credit Facility | 2020 Revolving Line | LIBOR | |||||
Line of Credit Facility [Line Items] | |||||
Applicable margin on variable rate | 2.50% | ||||
Line of Credit | Letter of Credit | 2020 Revolving Line | |||||
Line of Credit Facility [Line Items] | |||||
Maximum borrowing capacity | $ 5,000,000 |
Stockholders_ Equity - Narrativ
Stockholders’ Equity - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | Sep. 29, 2020 | Mar. 10, 2021 | Mar. 01, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Oct. 19, 2020 | Dec. 31, 2017 |
Class of Stock [Line Items] | ||||||||
Common stock, par value (in USD per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Preferred stock, par value (in USD per share) | $ 0.0001 | $ 0.0001 | ||||||
Common stock, shares authorized (in shares) | 2,250,000,000 | 2,250,000,000 | ||||||
Preferred stock, shares authorized (in shares) | 25,000,000 | 25,000,000 | ||||||
Common stock, shares outstanding (in shares) | 168,713,296 | 175,912,194 | 137,911,975 | |||||
Warrants outstanding (in shares) | 24,876,512 | |||||||
Preferred stock, shares issued (in shares) | 0 | 0 | ||||||
Preferred stock, shares outstanding (in shares) | 0 | 0 | ||||||
Warrants exercised (in shares) | 9,598,538 | |||||||
Shares of common stock issued under warrant exercises (in shares) | 7,198,898 | |||||||
Proceeds from warrant exercises | $ 73,713 | $ 0 | $ 0 | |||||
Subsequent Event | ||||||||
Class of Stock [Line Items] | ||||||||
Warrants exercised (in shares) | 9,298,456 | |||||||
Shares of common stock issued under warrant exercises (in shares) | 6,973,826 | |||||||
Proceeds from warrant exercises | $ 89,300 | |||||||
Public Warrants | ||||||||
Class of Stock [Line Items] | ||||||||
Warrant exercise price (in USD per share) | $ 11.50 | $ 11.50 | ||||||
Number of shares available per warrant (in shares) | 0.75 | |||||||
Period after the Business Combination after which the public warrants become exercisable | 30 days | |||||||
Warrant expiration period | 5 years | |||||||
Redemption price (in dollars per share) | $ 0.01 | |||||||
Stock price trigger (in USD per share) | $ 18 | |||||||
Threshold trading days | 20 days | |||||||
Threshold trading day window | 30 days | |||||||
Shares registered that may be issued upon exercise of warrants (in shares) | 18,657,384 | |||||||
Working Capital Warrants | ||||||||
Class of Stock [Line Items] | ||||||||
Warrant exercise price (in USD per share) | $ 11.50 | |||||||
Shares registered that may be issued upon exercise of warrants (in shares) | 375,000 | |||||||
RSA | ||||||||
Class of Stock [Line Items] | ||||||||
Awards outstanding (in shares) | 4,183,624 | 4,183,624 | 4,183,624 | 4,183,624 | ||||
PIPE | ||||||||
Class of Stock [Line Items] | ||||||||
Shares issued (in shares) | 15,000,000 | |||||||
Price per share (in USD per share) | $ 10 |
Stockholders_ Equity - Summary
Stockholders’ Equity - Summary of the Preferred Stock Conversion (Details) | Sep. 29, 2020shares |
Class of Stock [Line Items] | |
Preferred Stock Shares (in shares) | 12,073,908 |
Common Stock Shares (in shares) | 37,838,203 |
Series A Convertible Preferred Stock (pre-combination) | |
Class of Stock [Line Items] | |
Preferred Stock Shares (in shares) | 8,772,852 |
Conversion Ratio | 0.3357281945 |
Common Stock Shares (in shares) | 26,130,888 |
Series B Convertible Preferred Stock (pre-combination) | |
Class of Stock [Line Items] | |
Preferred Stock Shares (in shares) | 1,375,440 |
Conversion Ratio | 0.2819681376 |
Common Stock Shares (in shares) | 4,878,048 |
Series B-1 Convertible Preferred Stock (pre-combination) | |
Class of Stock [Line Items] | |
Preferred Stock Shares (in shares) | 1,925,616 |
Conversion Ratio | 0.2819681376 |
Common Stock Shares (in shares) | 6,829,267 |
Stockholders_ Equity - Summar_2
Stockholders’ Equity - Summary of Common Stock Outstanding (Details) - shares | 12 Months Ended | ||
Dec. 31, 2020 | Sep. 29, 2020 | Dec. 31, 2019 | |
Class of Stock [Line Items] | |||
Common stock, shares outstanding (in shares) | 175,912,194 | 168,713,296 | 137,911,975 |
Converted pre-combination Velodyne common stock outstanding, net of shares repurchased as part of the tender offer | |||
Class of Stock [Line Items] | |||
Common stock, shares outstanding (in shares) | 101,849,247 | ||
Converted pre-combination Velodyne common stock outstanding, net of shares repurchased as part of the tender offer | Common Stock Outstanding | Stockholder Concentration Risk | |||
Class of Stock [Line Items] | |||
Concentration percentage | 57.90% | ||
Converted pre-combination Velodyne preferred stock outstanding | |||
Class of Stock [Line Items] | |||
Common stock, shares outstanding (in shares) | 24,772,759 | ||
Converted pre-combination Velodyne preferred stock outstanding | Common Stock Outstanding | Stockholder Concentration Risk | |||
Class of Stock [Line Items] | |||
Concentration percentage | 14.10% | ||
Public stockholders | |||
Class of Stock [Line Items] | |||
Common stock, shares outstanding (in shares) | 44,260,188 | ||
Public stockholders | Common Stock Outstanding | Stockholder Concentration Risk | |||
Class of Stock [Line Items] | |||
Concentration percentage | 25.10% | ||
Graf Founder shares | |||
Class of Stock [Line Items] | |||
Common stock, shares outstanding (in shares) | 2,575,000 | ||
Graf Founder shares | Common Stock Outstanding | Stockholder Concentration Risk | |||
Class of Stock [Line Items] | |||
Concentration percentage | 1.50% | ||
PIPE shares | |||
Class of Stock [Line Items] | |||
Common stock, shares outstanding (in shares) | 2,455,000 | ||
PIPE shares | Common Stock Outstanding | Stockholder Concentration Risk | |||
Class of Stock [Line Items] | |||
Concentration percentage | 1.40% |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) | Oct. 30, 2020USD ($)employee$ / sharesshares | Sep. 29, 2020shares | May 31, 2020 | Mar. 31, 2017 | Dec. 31, 2015employee | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)shares | Dec. 31, 2018USD ($)shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock-based compensation expense | $ | $ 91,500,000 | $ 135,000 | $ 207,000 | |||||
Unrecognized compensation cost related to stock options | $ | $ 62,900,000 | $ 700,000 | ||||||
Fair value of re-measured awards (in USD per share) | $ / shares | $ 12.23 | |||||||
RSA | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock-based compensation expense | $ | $ 0 | |||||||
RSU | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Awards issued (in shares) | 3,340,173 | 4,329,925 | 2,739,268 | |||||
Stock-based compensation expense | $ | $ 0 | |||||||
Number of awards applicable to liquidity event vesting condition (in shares) | 11,800,000 | |||||||
Number of employees holding shares applicable to liquidity event vesting condition | employee | 330 | |||||||
Fair value of re-measured awards (in USD per share) | $ / shares | $ 12.23 | |||||||
Fair value of re-measured awards | $ | $ 144,400,000 | |||||||
Incremental stock-based compensation expense | $ | $ 77,500,000 | |||||||
PRSU | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Awards issued (in shares) | 1,101,683 | |||||||
Vesting period | 3 years | |||||||
Options | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Weighted-average recognition period for unrecognized compensation cost related to stock options | 2 years 3 months 29 days | 2 years 11 months 4 days | ||||||
2020 Equity Plan | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Shares reserved for issuance (in shares) | 27,733,888 | |||||||
Percent of the number of shares of its common stock outstanding reserved for issuance | 16.00% | |||||||
Percent increase in shares that may be issued | 5.00% | |||||||
Increase in the number of shares that may be issued (in shares) | 10,000,000 | |||||||
2020 Equity Plan | Earnout RSUs | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Awards issued (in shares) | 187,861 | |||||||
Service condition period | 6 months | |||||||
2020 ESPP | Employee Stock | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Shares reserved for issuance (in shares) | 3,492,097 | |||||||
Percent increase in shares that may be issued | 1.00% | |||||||
Increase in the number of shares that may be issued (in shares) | 2,500,000 | |||||||
Period over which increase in shares that may be issued occurs | 20 years | |||||||
2007 Stock Plan | RSA | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of employees receiving RSA grants | employee | 2 | |||||||
Expiration period | 10 years | |||||||
2016 Stock Plan | RSU | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Expiration period | 7 years | |||||||
2016 Stock Plan | RSU | Vesting Period 1 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting percentage | 25.00% | |||||||
Vesting period | 1 year | |||||||
2016 Stock Plan | RSU | Vesting Period 2 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting period | 3 years | |||||||
2016 Stock Plan | Options | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Expiration period | 10 years | |||||||
2016 Stock Plan | Options | Vesting Period 1 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting percentage | 25.00% | |||||||
Vesting period | 1 year | |||||||
2016 Stock Plan | Options | Vesting Period 2 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting period | 3 years |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activity under Equity Plans (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Shares | |||
Options outstanding (in shares) | 156,681 | 7,648,128 | 7,648,128 |
Granted (in shares) | 440,673 | 0 | |
Forfeited (in shares) | (82,626) | 0 | |
Expired (in shares) | (7,408,821) | ||
Options outstanding (in shares) | 597,354 | 156,681 | 7,648,128 |
Options exercisable (in shares) | 156,681 | ||
Options vested and expected to vest (in shares) | 597,354 | ||
Weighted Average Exercise Price | |||
Options outstanding (in USD per share) | $ 6.21 | $ 0.39 | $ 0.39 |
Granted (in USD per share) | 5.74 | ||
Forfeited (in USD per share) | 7.18 | ||
Expired (in USD per share) | 0.19 | ||
Options outstanding (in USD per share) | 5.86 | $ 6.21 | $ 0.39 |
Options exercisable (in USD per share) | 6.21 | ||
Options vested and expected to vest (in USD per share) | $ 5.86 | ||
Weighted Average Remaining Contractual Life | |||
Options outstanding | 7 years 3 months 18 days | ||
Options exercisable | 1 year 4 months 9 days | ||
Options vested and expected to vest | 7 years 3 months 18 days | ||
Aggregate Intrinsic Value | |||
Options outstanding | $ 10,133 | ||
Options exercisable | 2,603 | ||
Options vested and expected to vest | $ 10,133 | ||
As Originally Reported | |||
Shares | |||
Options outstanding (in shares) | 2,603,333 | ||
Weighted Average Exercise Price | |||
Options outstanding (in USD per share) | $ 1.13 | ||
Retrospective Application of the Recapitalization | |||
Shares | |||
Options outstanding (in shares) | 5,044,795 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of RSU and RSA Activity under Equity Plans (Details) - $ / shares | Oct. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Shares | ||||
Modified (in shares) | 0 | |||
Weighted Average Grant Date Fair Value per Share | ||||
Granted (in USD per share) | $ 6.72 | |||
Modified (in USD per share) | $ 12.23 | |||
RSA | ||||
Shares | ||||
Outstanding (in shares) | 4,183,624 | 4,183,624 | 4,183,624 | |
Forfeited (in shares) | 0 | 0 | 0 | |
Outstanding (in shares) | 4,183,624 | 4,183,624 | 4,183,624 | |
Weighted Average Grant Date Fair Value per Share | ||||
Outstanding (in USD per share) | $ 1.37 | $ 1.37 | $ 1.37 | |
Outstanding (in USD per share) | $ 1.37 | $ 1.37 | $ 1.37 | |
RSA | As Originally Reported | ||||
Shares | ||||
Outstanding (in shares) | 1,404,557 | |||
Weighted Average Grant Date Fair Value per Share | ||||
Outstanding (in USD per share) | $ 4.09 | |||
RSA | Retrospective Application of the Recapitalization | ||||
Shares | ||||
Outstanding (in shares) | 2,779,067 | |||
RSU | ||||
Shares | ||||
Outstanding (in shares) | 9,539,807 | 6,427,387 | 4,910,825 | |
Granted (in shares) | 3,340,173 | 4,329,925 | 2,739,268 | |
Forfeited (in shares) | (896,344) | (1,217,505) | (1,222,706) | |
Outstanding (in shares) | 11,983,636 | 9,539,807 | 6,427,387 | |
Weighted Average Grant Date Fair Value per Share | ||||
Outstanding (in USD per share) | $ 8.33 | $ 7.31 | $ 6.79 | |
Granted (in USD per share) | 6.80 | 9.83 | 8.08 | |
Modified (in USD per share) | $ 12.23 | |||
Forfeited (in USD per share) | 8.48 | 8.30 | 6.94 | |
Outstanding (in USD per share) | $ 12.43 | $ 8.33 | $ 7.31 | |
RSU | As Originally Reported | ||||
Shares | ||||
Outstanding (in shares) | 1,670,669 | |||
Weighted Average Grant Date Fair Value per Share | ||||
Outstanding (in USD per share) | $ 19.94 | |||
RSU | Retrospective Application of the Recapitalization | ||||
Shares | ||||
Outstanding (in shares) | 3,240,156 | |||
PRSU | ||||
Shares | ||||
Outstanding (in shares) | 0 | |||
Granted (in shares) | 1,101,683 | |||
Outstanding (in shares) | 1,101,683 | 0 | ||
Weighted Average Grant Date Fair Value per Share | ||||
Outstanding (in USD per share) | ||||
Granted (in USD per share) | 6.72 | |||
Outstanding (in USD per share) | $ 6.72 |
Stock-Based Compensation - Weig
Stock-Based Compensation - Weighted-Average Grant Date Fair Value and Assumptions Used as Inputs for Options (Details) | 12 Months Ended |
Dec. 31, 2020$ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Weighted average grant date fair value of options (in USD per share) | $ 2.10 |
PRSU | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected term, in years | 2 years 2 months 1 day |
Expected volatility | 49.00% |
Risk-free interest rate | 0.15% |
Expected dividend yield | 0.00% |
Stock-Based Compensation - We_2
Stock-Based Compensation - Weighted-Average Grant Date Fair Value and Assumptions Used as Inputs for PRSUs (Details) | 12 Months Ended |
Dec. 31, 2020$ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Granted (in USD per share) | $ 6.72 |
Weighted average grant date fair value of options (in USD per share) | $ 2.10 |
Options | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected term, in years | 5 years 6 months 18 days |
Expected volatility | 39.82% |
Risk-free interest rate | 0.371% |
Expected dividend yield | 0.00% |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation expense | $ 91,500 | $ 135 | $ 207 |
Cost of revenue | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation expense | 7,417 | 0 | 0 |
Research and development | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation expense | 37,030 | 97 | 93 |
Sales and marketing | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation expense | 14,773 | 0 | 0 |
General and administrative | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation expense | $ 32,280 | $ 38 | $ 114 |
Net Loss Per Share - Narrative
Net Loss Per Share - Narrative (Details) - Public Warrants - $ / shares | Dec. 31, 2020 | Oct. 19, 2020 | Sep. 29, 2020 |
Class of Stock [Line Items] | |||
Number of shares that may be purchased by warrants (in shares) | 15,277,974 | 24,876,512 | |
Warrant exercise price (in USD per share) | $ 11.50 | $ 11.50 |
Net Loss Per Share - Common Sto
Net Loss Per Share - Common Stock Equivalents Excluded From the Computation of Diluted Net Income (Loss) Per Share (Details) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Common stock equivalents excluded from the computation of diluted net income (loss) per share (in shares) | 11,101 | 13,881 | 10,915 |
Stock options | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Common stock equivalents excluded from the computation of diluted net income (loss) per share (in shares) | 597 | 157 | 304 |
RSAs | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Common stock equivalents excluded from the computation of diluted net income (loss) per share (in shares) | 4,184 | 4,184 | 4,184 |
RSUs | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Common stock equivalents excluded from the computation of diluted net income (loss) per share (in shares) | 6,320 | 9,540 | 6,427 |
Retirement Plan (Details)
Retirement Plan (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Retirement Benefits [Abstract] | |||
Contribution match percentage | 25.00% | ||
Matching contributions | $ 0.8 | $ 0.9 | $ 0.9 |
Restructuring - Summary of Rest
Restructuring - Summary of Restructuring Costs Incurred, Expected to be Incurred and Estimated Total Costs (Details) - Employee termination benefits $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Restructuring Cost and Reserve [Line Items] | |
Cost Incurred During the Period | $ 984 |
Cumulative Costs Incurred Through End of the Period | 984 |
Estimated Additional Costs to be Incurred | 0 |
Total Restructuring Costs Expected to be Incurred | $ 984 |
Restructuring - Summary of the
Restructuring - Summary of the Changes in Restructuring Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Restructuring Reserve [Roll Forward] | |||
Restructuring liabilities, beginning | $ 0 | ||
Provisions and adjustments | 984 | $ 0 | $ 0 |
Cash payments | (984) | ||
Restructuring liabilities, ending | $ 0 | $ 0 |
Income Taxes - Income (Loss) Be
Income Taxes - Income (Loss) Before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ (154,290) | $ (68,645) | $ (56,631) |
Foreign | 342 | 736 | 959 |
Loss before income taxes | $ (153,948) | $ (67,909) | $ (55,672) |
Income Taxes - Provision for (B
Income Taxes - Provision for (Benefit from) Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Current: | |||||||||||
Federal | $ (4,124) | $ 958 | $ 8 | ||||||||
State | (20) | (130) | 507 | ||||||||
Foreign | 56 | 430 | 268 | ||||||||
Total Current | (4,088) | 1,258 | 783 | ||||||||
Deferred: | |||||||||||
Federal | 3 | (1,942) | 3,805 | ||||||||
State | 1 | 1 | 2,040 | ||||||||
Foreign | 0 | 0 | 0 | ||||||||
Total Deferred | 4 | (1,941) | 5,845 | ||||||||
Provision for (benefit from) income taxes | $ 14 | $ 2,562 | $ 17 | $ (6,677) | $ (805) | $ 70 | $ 25 | $ 27 | $ (4,084) | $ (683) | $ 6,628 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
May 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Tax Credit Carryforward [Line Items] | ||||
Tax refund received | $ 7,100 | |||
Tax benefit related to the release of a valuation allowance allowed by the CARES Act | $ 6,700 | |||
Valuation allowance on net deferred tax assets | 75,558 | $ 41,473 | ||
Tax credits | 13,387 | 5,099 | ||
Impact on income tax provision if unrecognized tax benefits were recognized | 500 | $ 1,300 | $ 1,600 | |
U.S. Federal | ||||
Tax Credit Carryforward [Line Items] | ||||
Net operating loss carryforwards | 173,500 | |||
U.S. Federal | Research Tax Credit Carryforward | ||||
Tax Credit Carryforward [Line Items] | ||||
Tax credits | 9,500 | |||
State | ||||
Tax Credit Carryforward [Line Items] | ||||
Net operating loss carryforwards | 105,500 | |||
State | Research Tax Credit Carryforward | California | ||||
Tax Credit Carryforward [Line Items] | ||||
Tax credits | 5,800 | |||
Foreign | ||||
Tax Credit Carryforward [Line Items] | ||||
Tax credits | $ 3,500 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of U.S. Federal Provision at Statutory Rate to the Effective Tax Rate (Details) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |||
U.S. federal provision at statutory rate | 21.00% | 21.00% | 21.00% |
State income taxes, net of federal benefit | 1.50% | 1.30% | 7.40% |
Foreign income taxes at rates other than the U.S. rate | 0.00% | (0.40%) | (0.10%) |
Tax credits | 3.00% | 6.70% | 4.50% |
Withholding taxes | (1.70%) | (1.50%) | 0.00% |
Withholding taxes | (1.40%) | (0.20%) | (0.70%) |
Uncertain tax benefits | (0.20%) | (0.20%) | (0.50%) |
2019 CARES Act impact | 4.30% | 0.00% | 0.00% |
Prior year return to provision adjustments | (1.70%) | (0.10%) | 0.20% |
Change in valuation allowance | (22.00%) | (25.70%) | (43.20%) |
Other | (0.10%) | 0.10% | (0.50%) |
Effective tax rate | 2.70% | 1.00% | (11.90%) |
Income Taxes - Deferred Income
Income Taxes - Deferred Income Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax assets: | ||
Net operating loss carryforward | $ 42,698 | $ 27,325 |
Tax credits | 13,387 | 5,099 |
Deferred revenue | 224 | 4,601 |
Accruals and reserves | 3,449 | 4,336 |
Inventories | 1,850 | 2,176 |
Stock-based compensation | 16,179 | 129 |
Other | 117 | 52 |
Total deferred tax assets | 77,904 | 43,718 |
Deferred tax liabilities: | ||
Depreciation and amortization | (1,203) | (1,820) |
Prepaids | (1,149) | (427) |
Total deferred tax liabilities | (2,352) | (2,247) |
Net deferred tax assets before valuation allowance | 75,552 | 41,471 |
Valuation allowance | (75,558) | (41,473) |
Net deferred tax assets (liabilities) | $ (6) | $ (2) |
Income Taxes - Summary of the A
Income Taxes - Summary of the Aggregate Changes in Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Unrecognized tax benefits as of the beginning of the year | $ 4,188 | $ 2,824 | $ 1,763 |
Increases related to prior year tax provisions | 400 | 308 | 78 |
Decrease related to prior year tax provisions | 0 | 0 | (216) |
Increase related to current year tax provisions | 1,240 | 1,282 | 1,199 |
Statute lapse | (43) | (226) | 0 |
Unrecognized tax benefits as of the end of the year | $ 5,785 | $ 4,188 | $ 2,824 |
Commitments and Contingencies -
Commitments and Contingencies - Future Minimum Lease Payments Under Non-Cancelable Capital and Operating Leases (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Capital Leases | |
2021 | $ 217 |
2022 | 14 |
2023 | 0 |
2024 | 0 |
2025 | 0 |
Thereafter | 0 |
Net minimum lease payments | 231 |
Less amount representing interest | (7) |
Present value of net minimum lease payments | 224 |
Less current portion | (210) |
Long-term obligations as of December 31, 2020 | 14 |
Operating Leases | |
2021 | 4,036 |
2022 | 3,297 |
2023 | 3,357 |
2024 | 3,459 |
2025 | 3,563 |
Thereafter | 7,450 |
Net minimum lease payments | $ 25,162 |
Commitments and Contingencies_2
Commitments and Contingencies - Narrative (Details) $ in Millions | Apr. 03, 2020 | Jun. 30, 2018petition | Sep. 30, 2016patent | Dec. 31, 2020USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Mar. 12, 2021litigationCase |
Loss Contingencies [Line Items] | ||||||||
Rent expense under operating leases | $ 4.4 | $ 4.3 | $ 4.1 | |||||
Minimum | ||||||||
Loss Contingencies [Line Items] | ||||||||
Remaining commitment period | 1 month | |||||||
Maximum | ||||||||
Loss Contingencies [Line Items] | ||||||||
Remaining commitment period | 1 year | |||||||
Quanergy Litigation | ||||||||
Loss Contingencies [Line Items] | ||||||||
Number of patents allegedly infringed | patent | 1 | |||||||
Number of claims filed | petition | 2 | |||||||
Class Action Lawsuit from Alleged WARN Violation | ||||||||
Loss Contingencies [Line Items] | ||||||||
Period of accrued unpaid wages, salaries, commissions, bonuses and other compensation and benefits sought in claim | 60 days | |||||||
Securities Litigation | Subsequent Event | ||||||||
Loss Contingencies [Line Items] | ||||||||
Number of cases | litigationCase | 2 | |||||||
Employment-Related Proceedings | ||||||||
Loss Contingencies [Line Items] | ||||||||
Payments for loss contingencies in connection with with the settlement of certain employment related legal proceedings | $ 2.4 |
Commitments and Contingencies_3
Commitments and Contingencies - Summary of Contractual Obligations and Commitments (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Purchase Commitments | |
2021 | $ 37,364 |
2022 | 0 |
Total | 37,364 |
Other Contractual Commitments | |
2021 | 1,732 |
2022 | 706 |
Total | $ 2,438 |
Segment, Geographic and Custo_3
Segment, Geographic and Customer Concentration Information - Narrative (Details) | 12 Months Ended |
Dec. 31, 2020segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 1 |
Segment, Geographic and Custo_4
Segment, Geographic and Customer Concentration Information - Revenue by Region and Country (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Concentration Risk [Line Items] | |||||||||||
Revenue | $ 17,846 | $ 32,099 | $ 28,386 | $ 17,031 | $ 18,972 | $ 13,517 | $ 29,086 | $ 39,823 | $ 95,362 | $ 101,398 | $ 142,946 |
North America | |||||||||||
Concentration Risk [Line Items] | |||||||||||
Revenue | $ 41,228 | $ 49,634 | $ 84,541 | ||||||||
North America | Revenue | Geographic Concentration Risk | |||||||||||
Concentration Risk [Line Items] | |||||||||||
Concentration percentage | 43.00% | 49.00% | 59.00% | ||||||||
Asia Pacific | |||||||||||
Concentration Risk [Line Items] | |||||||||||
Revenue | $ 39,310 | $ 28,791 | $ 39,770 | ||||||||
Asia Pacific | Revenue | Geographic Concentration Risk | |||||||||||
Concentration Risk [Line Items] | |||||||||||
Concentration percentage | 41.00% | 28.00% | 28.00% | ||||||||
Europe, Middle East and Africa | |||||||||||
Concentration Risk [Line Items] | |||||||||||
Revenue | $ 14,824 | $ 22,973 | $ 18,635 | ||||||||
Europe, Middle East and Africa | Revenue | Geographic Concentration Risk | |||||||||||
Concentration Risk [Line Items] | |||||||||||
Concentration percentage | 16.00% | 23.00% | 13.00% |
Segment, Geographic and Custo_5
Segment, Geographic and Customer Concentration Information - Revenue by Countries and Customers Accounted For More Than 10% (Details) - Revenue - Geographic Concentration Risk | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
U.S. | |||
Concentration Risk [Line Items] | |||
Concentration percentage | 34.00% | 46.00% | 59.00% |
China | |||
Concentration Risk [Line Items] | |||
Concentration percentage | 31.00% | 11.00% | 21.00% |
Related Party Transactions - Na
Related Party Transactions - Narrative (Details) | Sep. 29, 2020shares | Jan. 31, 2017USD ($)instrument | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Aug. 31, 2016employee |
Related Party Transaction [Line Items] | |||||||
Property, plant and equipment, net | $ 16,805,000 | $ 26,278,000 | |||||
Future minimum lease payments | 25,162,000 | ||||||
Rent expense under operating leases | 4,400,000 | 4,300,000 | $ 4,100,000 | ||||
Notes Receivable from Related Party | |||||||
Related Party Transaction [Line Items] | |||||||
Accrued and unpaid interest on loan receivable from related party | 100,000 | ||||||
Investor | |||||||
Related Party Transaction [Line Items] | |||||||
Shares of common stock repurchased (in shares) | shares | 175,744 | ||||||
Officer and Affiliated Entity | Litigation and Legal Matters from Not Seeking Indemnification | |||||||
Related Party Transaction [Line Items] | |||||||
Number of employees with employment-related claims | employee | 2 | ||||||
Payments in settlements in connection with litigation matters | $ 2,500,000 | ||||||
Payments in legal costs | $ 2,500,000 | ||||||
Affiliated Entity | Corporate Headquarters Facility Rental | |||||||
Related Party Transaction [Line Items] | |||||||
Future minimum lease payments | 24,300,000 | ||||||
Rent expense under operating leases | 3,300,000 | 3,100,000 | $ 3,000,000 | ||||
Officer | Notes Receivable from Related Party | |||||||
Related Party Transaction [Line Items] | |||||||
Number of promissory notes issued to related party | instrument | 2 | ||||||
Aggregate face amount of promissory notes issued to related party | $ 3,500,000 | ||||||
Interest rate of promissory notes issued to related party | 3.15% | ||||||
Outstanding balance of promissory notes issued to related party | 3,600,000 | ||||||
Stockholder D | Investor | |||||||
Related Party Transaction [Line Items] | |||||||
Accrued purchases | 6,300,000 | 2,700,000 | |||||
Outstanding purchase commitment | 15,000,000 | 24,900,000 | |||||
Accounts receivable from related parties | 1,500,000 | $ 2,700,000 | |||||
Stockholder D | Affiliated Entity | Assets Leased to Related Party | Manufacturing Equipment | |||||||
Related Party Transaction [Line Items] | |||||||
Property, plant and equipment, net | $ 400,000 |
Related Party Transactions - Re
Related Party Transactions - Revenue and Accounts Receivable for Related Parties (Details) - Investor - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Oct. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Related Party Transaction [Line Items] | ||||
Refunds paid to related parties, net of taxes | $ 4,100 | |||
Stockholder A | ||||
Related Party Transaction [Line Items] | ||||
Revenue | $ 465 | $ (3,514) | $ 9,447 | |
Accounts receivable | 0 | 9 | ||
Stockholder B | ||||
Related Party Transaction [Line Items] | ||||
Revenue | 7,008 | 1,391 | 508 | |
Accounts receivable | 3,085 | 1,404 | ||
Stockholder C | ||||
Related Party Transaction [Line Items] | ||||
Revenue | 764 | 6,148 | 18 | |
Stockholder D | ||||
Related Party Transaction [Line Items] | ||||
Revenue | $ 46 | $ 0 | $ 0 |
Quarterly Results of Operatio_3
Quarterly Results of Operations (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Revenue | $ 17,846 | $ 32,099 | $ 28,386 | $ 17,031 | $ 18,972 | $ 13,517 | $ 29,086 | $ 39,823 | $ 95,362 | $ 101,398 | $ 142,946 |
Gross profit (loss) | (5,341) | 14,969 | 13,886 | 1,602 | 224 | (1,093) | 11,652 | 18,985 | 25,116 | 29,768 | 30,880 |
Operating loss | (111,454) | (2,742) | (9,705) | (30,003) | (29,764) | (26,888) | (9,719) | (2,642) | (153,904) | (69,013) | (56,152) |
Provision for (benefit from) income taxes | 14 | 2,562 | 17 | (6,677) | (805) | 70 | 25 | 27 | (4,084) | (683) | 6,628 |
Net loss | $ (111,457) | $ (5,295) | $ (9,727) | $ (23,385) | $ (28,741) | $ (26,827) | $ (9,476) | $ (2,182) | $ (149,864) | $ (67,226) | $ (62,300) |
Net loss per share, basic and diluted (in USD per share) | $ (0.64) | $ (0.04) | $ (0.07) | $ (0.17) | $ (0.21) | $ (0.20) | $ (0.07) | $ (0.02) | $ (1.01) | $ (0.50) | $ (0.48) |