Cover Page
Cover Page - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Mar. 23, 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 | 001-38791 | ||
Entity Registrant Name | Luminar Technologies, Inc./DE | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 83-1804317 | ||
Entity Address, Address Line One | 2603 Discovery Drive | ||
Entity Address, Address Line Two | Suite 100 | ||
Entity Address, City or Town | Orlando | ||
Entity Address, State or Province | FL | ||
Entity Address, Postal Zip Code | 32826 | ||
City Area Code | 407 | ||
Local Phone Number | 900-5259 | ||
Title of 12(b) Security | Class A common stock, par value of $0.0001 per share | ||
Trading Symbol | LAZR | ||
Security Exchange Name | NASDAQ | ||
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 | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 359.4 | ||
Documents Incorporated by Reference | Part III incorporates by reference certain information from the registrant’s definitive proxy statement (the “Proxy Statement”) relating to its 2021 Annual Meeting of Stockholders. The Proxy Statement will be filed with the U.S. Securities and Exchange Commission within 120 days after the end of the fiscal year to which this report relates. | ||
Entity Central Index Key | 0001758057 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Class A Common Stock | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 234,573,372 | ||
Class B Common Stock | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 105,118,203 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 208,944 | $ 27,080 |
Restricted cash | 775 | 225 |
Marketable securities | 276,710 | 6,659 |
Accounts receivable | 5,971 | 1,677 |
Inventories, net | 3,613 | 4,002 |
Prepaid expenses and other current assets | 4,797 | 1,824 |
Total current assets | 500,810 | 41,467 |
Property and equipment, net | 7,689 | 7,867 |
Goodwill | 701 | 701 |
Other non-current assets | 1,151 | 1,829 |
Total assets | 510,351 | 51,864 |
Current liabilities: | ||
Accounts payable | 6,039 | 3,456 |
Accrued and other current liabilities | 10,452 | 3,526 |
Debt, current | 99 | 7,791 |
Total current liabilities | 16,590 | 14,773 |
Warrant liabilities | 343,400 | 1,122 |
Debt, non-current | 302 | 1,555 |
Other non-current liabilities | 1,318 | 1,401 |
Total liabilities | 361,610 | 18,851 |
Commitments and contingencies (Note 17) | ||
Stockholders’ equity (deficit): | ||
Additional paid-in capital | 733,175 | 10,457 |
Accumulated other comprehensive income (loss) | 34 | (1) |
Treasury stock, at cost, 0 and 4,958,471 shares as of December 31, 2020 and 2019, respectively | 0 | 0 |
Accumulated deficit | (584,501) | (222,203) |
Total stockholders’ equity (deficit) | 148,741 | (211,730) |
Total liabilities, convertible preferred stock and stockholders’ equity | 510,351 | 51,864 |
Founders Preferred Stock | ||
Stockholders’ equity (deficit): | ||
Preferred stock | 0 | 3 |
Total stockholders’ equity (deficit) | 0 | 3 |
Series A Convertible Preferred Stock | ||
Convertible preferred stock: | ||
Series A convertible preferred stock, $0.00001 par value; None authorized, issued and outstanding as of December 31, 2020; 102,740,023 shares authorized, 94,818,151 shares issued and outstanding as of December 31, 2019 | 0 | 244,743 |
Founders Preferred Stock | ||
Stockholders’ equity (deficit): | ||
Preferred stock | 0 | 0 |
Class A Common Stock | ||
Stockholders’ equity (deficit): | ||
Common stock | 22 | 14 |
Class B Common Stock | ||
Stockholders’ equity (deficit): | ||
Common stock | $ 11 | $ 0 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 |
Stockholders’ equity (deficit): | ||
Treasury stock, at cost (in shares) | 0 | 4,958,471 |
Founders Preferred Stock | ||
Stockholders’ equity (deficit): | ||
Preferred stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 |
Preferred stock, shares authorized (in shares) | 0 | 26,206,837 |
Preferred stock, shares issued (in shares) | 0 | 26,206,837 |
Preferred stock, shares outstanding (in shares) | 0 | 26,206,837 |
Series A Convertible Preferred Stock | ||
Convertible preferred stock: | ||
Par value (in dollars per share) | $ 0.00001 | $ 0.00001 |
Shares authorized (in shares) | 0 | 102,740,023 |
Shares issued (in shares) | 0 | 94,818,151 |
Shares outstanding (in shares) | 0 | 94,818,151 |
Founders Preferred Stock | ||
Stockholders’ equity (deficit): | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 0 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Class A Common Stock | ||
Stockholders’ equity (deficit): | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 715,000,000 | 283,523,459 |
Common stock, shares issued (in shares) | 218,818,037 | 139,635,890 |
Common stock, shares outstanding (in shares) | 218,818,037 | 134,677,419 |
Class B Common Stock | ||
Stockholders’ equity (deficit): | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 121,000,000 | 0 |
Common stock, shares issued (in shares) | 105,118,203 | 0 |
Common stock, shares outstanding (in shares) | 105,118,203 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | ||
Revenue | $ 13,951 | $ 12,602 |
Cost of sales | 24,952 | 16,655 |
Gross loss | (11,001) | (4,053) |
Operating expenses: | ||
Research and development | 38,651 | 36,971 |
Sales and marketing | 7,948 | 4,730 |
General and administrative | 29,275 | 16,861 |
Total operating expenses | 75,874 | 58,562 |
Loss from operations | (86,875) | (62,615) |
Change in fair value of SAFE notes | 0 | (24,215) |
Change in fair value of warrant liabilities | (268,266) | (256) |
Loss on extinguishment of debt | (3,996) | (6,124) |
Interest expense | (2,885) | (2,239) |
Interest income and other | (276) | 731 |
Total other income (expense), net | (275,423) | (32,103) |
Net loss | (362,298) | (94,718) |
Net loss attributable to common stockholders | $ (369,055) | $ (100,000) |
Net loss per share attributable to common stockholders: | ||
Basic and diluted (in dollars per share) | $ (2.54) | $ (0.84) |
Shares used in computing net loss per share attributable to common stockholders: | ||
Basic and diluted (in shares) | 145,096,996 | 118,835,912 |
Comprehensive Loss: | ||
Net loss | $ (362,298) | $ (94,718) |
Net unrealized gains (losses) on available-for-sale debt securities | 35 | (1) |
Comprehensive loss | $ (362,263) | $ (94,719) |
Consolidated Statements of Conv
Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit) - USD ($) $ in Thousands | Total | Founders Preferred Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income Loss | Accumulated Deficit | Series A Convertible Preferred Stock | Series X Convertible Preferred Stock | Class A Common Stock | Class A Common StockCommon Stock | Class B Common Stock | Class B Common StockCommon Stock |
Beginning balance (in shares) at Dec. 31, 2018 | 0 | 0 | |||||||||
Beginning balance at Dec. 31, 2018 | $ 0 | $ 0 | |||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||
Conversion of SAFE into Series A convertible preferred stock for cash, net of issuance costs (in shares) | 68,877,417 | ||||||||||
Conversion of SAFE into Series A convertible preferred stock for cash, net of issuance costs of $3,775 | $ 169,951 | ||||||||||
Conversion of debt into Series A convertible preferred stock (in shares) | 4,326,514 | ||||||||||
Conversion of debt into Series A convertible preferred stock | $ 7,719 | ||||||||||
Issuance of convertible preferred stock for cash, net of issuance costs (in shares) | 21,614,220 | ||||||||||
Issuance of convertible preferred stock for cash, net of issuance costs | $ 67,073 | ||||||||||
Ending balance (in shares) at Dec. 31, 2019 | 94,818,151 | 0 | |||||||||
Ending balance at Dec. 31, 2019 | $ 244,743 | $ 0 | |||||||||
Beginning balance (in shares) at Dec. 31, 2018 | 26,206,837 | ||||||||||
Beginning balance at Dec. 31, 2018 | $ (124,667) | $ 3 | $ 2,802 | $ 0 | $ (127,485) | $ 13 | $ 0 | ||||
Beginning balance (in shares) at Dec. 31, 2018 | 134,337,450 | 0 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Conversion of SAFE into Series A common stock and Issuance of Class A common stock upon exercise of warrants (in shares) | 3,612,062 | ||||||||||
Conversion of SAFE into Series A common stock and Issuance of Class A common stock upon exercise of warrants | 4,925 | 4,924 | $ 1 | ||||||||
Issuance of restricted common stock (in shares) | 1,686,378 | ||||||||||
Issuance of restricted common stock | 29 | 29 | |||||||||
Share-based compensation | 2,702 | 2,702 | |||||||||
Other comprehensive Income | (1) | (1) | |||||||||
Net loss | (94,718) | (94,718) | |||||||||
Ending balance (in shares) at Dec. 31, 2019 | 26,206,837 | ||||||||||
Ending balance at Dec. 31, 2019 | (211,730) | $ 3 | 10,457 | (1) | (222,203) | $ 14 | $ 0 | ||||
Ending balance (in shares) at Dec. 31, 2019 | 134,677,419 | 139,635,890 | 0 | 0 | |||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||
Issuance of convertible preferred stock for cash, net of issuance costs (in shares) | 18,457,230 | ||||||||||
Issuance of convertible preferred stock for cash, net of issuance costs | $ 178,074 | ||||||||||
Merger recapitalization (in shares) | (94,818,151) | (18,457,230) | |||||||||
Merger recapitalization—Class A | $ (244,743) | $ (178,074) | |||||||||
Ending balance (in shares) at Dec. 31, 2020 | 0 | 0 | |||||||||
Ending balance at Dec. 31, 2020 | $ 0 | $ 0 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Retirement of Class A shares (in shares) | (6,629,372) | ||||||||||
Retirement of Class A shares | (1) | $ (1) | |||||||||
Conversion of certain shares into Class B common stock (in shares) | (22,935,413) | (82,182,790) | 105,118,203 | ||||||||
Conversion of certain shares into Class B common stock | 3,000 | $ (3) | 3,000 | $ (8) | $ 11 | ||||||
Merger recapitalization—Class A (in shares) | (3,271,424) | 116,546,805 | |||||||||
Merger recapitalization—Class A | 422,814 | 422,802 | $ 12 | ||||||||
Public and Private Warrants | (102,396) | (102,396) | |||||||||
Conversion of SAFE into Series A common stock and Issuance of Class A common stock upon exercise of warrants (in shares) | 1,466,155 | ||||||||||
Conversion of SAFE into Series A common stock and Issuance of Class A common stock upon exercise of warrants | 30,112 | 30,112 | |||||||||
Gores shares recapitalized, net of redemptions and equity issuance costs (in shares) | 49,981,349 | ||||||||||
Gores shares recapitalized, net of redemptions and equity issuance costs of $17,226 | 363,460 | 363,455 | $ 5 | ||||||||
Share-based compensation | 5,745 | 5,745 | |||||||||
Other comprehensive Income | 35 | 35 | |||||||||
Net loss | (362,298) | (362,298) | |||||||||
Ending balance (in shares) at Dec. 31, 2020 | 0 | ||||||||||
Ending balance at Dec. 31, 2020 | $ 148,741 | $ 0 | $ 733,175 | $ 34 | $ (584,501) | $ 22 | $ 11 | ||||
Ending balance (in shares) at Dec. 31, 2020 | 218,818,037 | 218,818,037 | 105,118,203 | 105,118,203 |
Consolidated Statements of Co_2
Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit) (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Issuance costs | $ 5,790 | $ 0 |
Gores shares recapitalized, equity issuance costs | 17,226 | |
Series A Convertible Preferred Stock | Conversion of SAFE | ||
Issuance costs | 3,775 | |
Series A Convertible Preferred Stock | Issuance of convertible preferred stock for cash | ||
Issuance costs | $ 1,592 | |
Series X Convertible Preferred Stock | ||
Issuance costs | $ 5,790 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities: | ||
Net loss | $ (362,298) | $ (94,718) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 2,517 | 2,316 |
Amortization of premium on marketable securities | 175 | 0 |
Change in fair value of warrants and SAFE liabilities | 268,266 | 24,471 |
Impairment of inventories | 4,407 | 1,378 |
Loss on disposal of property and equipment | 525 | 37 |
Loss on extinguishment of debt | 3,996 | 6,124 |
Share-based compensation | 8,711 | 2,702 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (4,294) | 805 |
Inventories | (4,018) | (2,454) |
Prepaid expenses and other current assets | (2,805) | 179 |
Other non-current assets | 165 | (2) |
Accounts payable | 2,620 | (431) |
Accrued and other current liabilities | 6,693 | (448) |
Other non-current liabilities | (302) | (160) |
Net cash used in operating activities | (75,642) | (60,201) |
Cash flows from investing activities: | ||
Purchases of marketable securities | (315,920) | (6,908) |
Proceeds from maturities of marketable securities | 16,755 | 0 |
Proceeds from sales of marketable securities | 28,974 | 249 |
Proceeds From Refundable Security Deposits | 581 | 0 |
Purchases of property and equipment | (2,202) | (1,487) |
Disposal of property and equipment | 18 | 368 |
Net Cash Provided by (Used in) Investing Activities | (271,794) | (7,778) |
Cash flows from financing activities: | ||
Cash received from Gores on recapitalization | 380,601 | 0 |
Transaction costs related to merger with Gores | (17,226) | 0 |
Issuance cost paid for Series X convertible preferred stock | (5,790) | 0 |
Proceeds from the issuance of debt | 32,101 | 0 |
Repayment of debt | (41,190) | (9,540) |
Debt prepayment charges | (1,918) | 0 |
Debt issuance costs | (361) | (5,367) |
Settlement of SAFE notes | 0 | (5,609) |
Principal payments on capital leases | (222) | (118) |
Proceeds from issuance of SAFE notes | 0 | 37,377 |
Proceeds from issuance of restricted common stock | 0 | 61 |
Repurchase of common stock | (10) | (13) |
Net cash provided by financing activities | 529,850 | 85,457 |
Net increase in cash and cash equivalents, and restricted cash and cash equivalents | 182,414 | 17,478 |
Beginning cash and cash equivalents, and restricted cash and cash equivalents | 27,305 | 9,827 |
Ending cash and cash equivalents, and restricted cash and cash equivalents | 209,719 | 27,305 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest | 2,789 | 2,018 |
Supplemental disclosures of noncash investing and financing activities: | ||
Conversion of Bridge Note into Series A convertible preferred stock | 0 | 7,719 |
Conversion of SAFE notes into common stock | 0 | 4,925 |
Conversion of SAFE notes into Series A convertible preferred stock | 0 | 173,726 |
Issuance of Class A common stock upon exercise of warrants | 30,112 | 0 |
Issuance of Class A common stock upon exercise of warrants | 422,813 | 0 |
Assets acquired on capital leases | 318 | 397 |
Purchases of property and equipment recorded in accounts payable and accrued liabilities | 319 | 150 |
Series X Convertible Preferred Stock | ||
Cash flows from financing activities: | ||
Proceeds from issuance of preferred stock | 183,865 | 0 |
Issuance cost paid for Series X convertible preferred stock | (5,790) | |
Series A Convertible Preferred Stock | ||
Cash flows from financing activities: | ||
Proceeds from issuance of preferred stock | $ 0 | $ 68,666 |
Organization and Description of
Organization and Description of Business | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of Business | Organization and Description of Business Luminar Technologies, Inc. and its wholly-owned subsidiaries (the “Company” or “Luminar”) was originally incorporated in Delaware on August 28, 2018 under the name Gores Metropoulos, Inc (“Gores”). The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. On December 2, 2020 (the “Closing Date”), the Company (at such time named Gores Metropoulos, Inc.) consummated the business combination (the “Business Combination”) pursuant to the Agreement and Plan of Merger, dated August 24, 2020 with the pre-Business Combination Luminar Technologies, Inc. (“Legacy Luminar”). In connection with the consummation of the Business Combination, the Company changed its name from Gores Metropoulos, Inc. to Luminar Technologies, Inc. The Company’s common stock is listed on the NASDAQ under the symbol “LAZR.” The Company’s warrants to purchase shares of Class A common stock were listed on the NASDAQ under the symbol “LAZRW,” until they were delisted on March 5, 2021 upon exercise and redemption. Unless the context otherwise requires, the “Company” refers to the combined company and its subsidiary following the Business Combination, “Gores” refers to the Company prior to the Business Combination and “Legacy Luminar” refers to Luminar Technologies Inc prior to the Business Combination. Refer to Note 3 for further discussion of the Business Combination. The Company is a developer of advanced sensor technologies for the autonomous vehicle industry, encompassing the latest in Laser Imaging, Detection and Ranging (lidar) technology. The Company manufactures and distributes commercial lidar sensors. In addition, the Company develops ultra-sensitive pixel-based sensors and designs, tests and provides consulting services for non-standard integrated circuits that are essential for systems to meet the requirement of customers. Legacy Luminar was incorporated in Delaware on March 31, 2015. The Company has research and manufacturing facilities located in Palo Alto, California and Orlando, Florida, which is also the Company’s headquarters. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation and Consolidation The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding annual financial reporting. All intercompany transactions and balances have been eliminated in consolidation. Certain prior period amounts included in the consolidated financial statements have been reclassified to conform to current period presentation. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities, equity, revenues and expenses, and related disclosures. The significant estimates made by management include inventory reserves, warranty reserves, valuation allowance for deferred tax assets, valuation of warrants, revenue, stock-based compensation expense and other loss contingencies. Management periodically evaluates such estimates and they are adjusted prospectively based upon such periodic evaluation. Actual results could differ from those estimates. Segment Information The Company has determined its operating segments on the same basis that it uses to evaluate its performance internally. The Company has two business activities: (i) manufacturing and distribution of lidar sensors that measure distance using laser light to generate a highly accurate 3D map for automotive mobility applications and (ii) development of ultra-sensitive pixel-based sensors and designing, testing and providing consulting services for non-standard integrated circuits that are essential for systems to meet the requirement of customers. The Company’s operating segments are (i) Autonomy Solutions and (ii) Component Sales. The Company’s chief operating decision maker (“CODM”), its Chief Executive Office, reviews the operating results of these segments for the purpose of allocating resources and evaluating financial performance. Concentration of Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk, consist primarily of cash and cash equivalents, marketable investments and accounts receivable. A significant portion of the Company’s cash and cash equivalents is held at high-quality domestic financial institutions. Deposits held with the financial institutions may, at times, exceed the amount of insurance provided on such deposits . The Company held cash in foreign entities of $0.6 million and $0 as of December 31, 2020 and 2019, respectively. The Company’s revenue is derived from customers located in the United States and international markets. The Company mitigates its credit risks by performing ongoing credit evaluations of its customers’ financial conditions and requires advance payment from customers in certain circumstances. The Company generally does not require collateral. One customer accounted for 86% of the Company’s accounts receivable at December 31, 2020 and three customers accounted for 31%, 15%, and 11%, respectively, of the Company’s accounts receivable at December 31, 2019. Cash and Cash Equivalents The Company’s cash and cash equivalents consist of highly liquid investments with maturities of three months or less at the time of purchase. The Company’s cash equivalents consist of investments in money market funds, U.S. treasury securities, U.S. agency securities, corporate bonds and commercial paper. Restricted Cash Restricted cash consists of funds that are contractually restricted as to usage or withdrawal due to legal agreements. The Company determines current or non-current classification of restricted cash based on the expected duration of the restriction. Debt Securities The Company’s debt securities consist of U.S agency securities and government sponsored securities, U.S. treasury securities, corporate bonds, commercial paper and asset-backed securities. The Company classifies its debt securities as available-for-sale at the time of purchase and reevaluates such designation as of each balance sheet date. The Company considers all debt securities as available for use to support current operations, including those with maturity dates beyond one year and are classified as current assets under marketable securities in the accompanying consolidated balance sheets. Debt securities included in marketable securities on the consolidated balance sheets consist of securities with original maturities greater than three months at the time of purchase. Debt securities are carried at fair value, with the unrealized gains and losses reported as a component of accumulated other comprehensive loss. Any realized gains or losses on the sale of debt securities are determined on a specific identification method, and such gains and losses are reflected as a component of other income (expense), net. Accounts Receivable Accounts receivables are recorded at the invoiced amount and do not bear interest. The Company reviews the need for an allowance for doubtful accounts quarterly based on historical experience with each customer and the specifics of each customer arrangement. The Company did not have material write-offs in any period presented, and as of December 31, 2020 and 2019 did not record an allowance for doubtful accounts. Inventories Inventories are valued at the lower of cost or net realizable value. The Company determines the cost of inventory using the standard-cost method, which approximates actual costs based on a first-in, first-out method. Net realizable value is determined as estimated selling prices in the ordinary course of business, less reasonably predictable costs of disposal and transportation. The Company assesses inventories quarterly for slow moving products and potential impairment, and records write-downs of inventories to cost of sales. Property and Equipment Property and equipment are stated at cost less accumulated depreciation and amortization, and is depreciated using the straight-line method over the estimated useful lives of the assets as follows: Asset Category Estimated useful lives Computer hardware and software 3 to 5 years Demonstration units and fleet 2 to 5 years Machinery and equipment 5 to 7 years Furniture and fixtures 7 years Vehicles 5 years Leasehold improvements Shorter of useful life or lease term Maintenance and repairs are charged to expense as incurred, and improvements and betterments are capitalized. When assets are retired or otherwise disposed of, the cost and accumulated depreciation and amortization are removed from the consolidated balance sheet and any resulting gain or loss is reflected in the consolidated statements of operations and comprehensive loss in the period realized. Goodwill The Company records goodwill when the consideration paid in a business combination exceeds the fair value of the net tangible assets and the identified intangible assets acquired. Goodwill is not amortized, but instead is required to be tested for impairment annually and whenever events or changes in circumstances indicate that the carrying value of goodwill may exceed its fair value. The Company reviews goodwill for impairment annually in its fourth quarter by initially considering qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill, as a basis for determining whether it is necessary to perform a quantitative analysis. If it is determined that it is more likely than not that the fair value of reporting unit is less than its carrying amount, a quantitative analysis is performed to identify goodwill impairment. Impairment of Long-Lived Assets The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. When such an event occurs, management determines whether there has been impairment by comparing the anticipated undiscounted future net cash flows to the related asset group’s carrying value. If an asset is considered impaired, the asset is written down to fair value, which is determined based either on discounted cash flows or appraised value, depending on the nature of the asset. There was no impairment of long-lived assets during the years ended December 31, 2020 or 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 sales 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. Provision for product warranties were immaterial in all periods presented. Debt The Company accounts for promissory notes payable using an amortized cost model pursuant to Accounting Standards Codification (“ASC”) 835, Interest . Debt issuance costs are amortized using the effective interest method over the contractual term of the note into interest expense. Debt discounts are presented on the consolidated balance sheets as a direct deduction from the carrying amount off that related debt. Debt modifications are evaluated using the guidance in ASC 470, Debt , to determine the treatment of the existing debt as well as costs and fees incurred in the modification based on the significance of changes in present value of cash flows for term debt and changes in borrowing capacity for revolving credit arrangements. Public and Private Warrants As part of Gores’ initial public offering on February 5, 2019, Gores issued to third party investors 40.0 million units, consisting of one share of Class A common stock of Gores and one-third of one warrant, at a price of $10.00 per unit. Each whole warrant entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50 per share (the “Public Warrants”). Simultaneously with the closing of the IPO, Gores completed the private sale of 6.667 million warrants to Gore’s sponsor at a purchase price of $1.50 per warrant (the “Private Warrants”). Each Private Warrant allows the sponsor to purchase one share of Class A common stock at $11.50 per share. Subsequent to the Business Combination, 13,333,309 Public Warrants and 6,666,666 Private Warrants remained outstanding as of December 31, 2020. The Private Warrants and the shares of common stock issuable upon the exercise of the Private Warrants are not transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Warrants are exercisable for cash or on a cashless basis, at the holder’s option, and are non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrant. The Company evaluated the Public and Private Warrants under ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity , and concluded that they do not meet the criteria to be classified in stockholders’ equity. Specifically, the exercise of the Public and Private Warrants may be settled in cash upon the occurrence of a tender offer or exchange that involves 50% or more of the Company’s Class A shareholders. Because not all of the Company’s shareholders need to participate in such tender offer or exchange to trigger the potential cash settlement and the Company does not control the occurrence of such an event, the Company concluded that the Public Warrants and Private Warrants do not meet the conditions to be classified in equity. Since the Public and Private Warrants meet the definition of a derivative under ASC 815, the Company recorded these warrants as liabilities on the balance sheet at fair value upon the closing of the Business Combination, with subsequent changes in their respective fair values recognized in the consolidate statement of operations and comprehensive income (loss) at each reporting date. Convertible Preferred Stock The Company classified its Series A and Series X convertible preferred stock outside of permanent equity as it contained terms that could force the Company to redeem the shares of such convertible preferred stock for cash or other assets upon the occurrence of an event not solely within the Company’s control. The shares of Series A and Series X convertible preferred stock were converted into Class A common stock upon consummation of the Business Combination. Revenue Recognition In 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (ASC 606) (“New Revenue Standard”). The New Revenue Standard requires companies to recognize revenue in a way that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, the New Revenue Standard requires disclosures of the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The Company adopted the New Revenue Standard effective January 1, 2019 using the modified retrospective method and the cumulative effect was immaterial to the consolidated financial statements. The Company has elected to apply the transition method to contracts that are not completed as of January 1, 2019 (“open contracts”). See Note 4, Revenue, for additional information related to the adoption of ASC 606. There was no material impact of adopting ASC 606 on the financial results for the year ended December 31, 2019. Under ASC 606, the Company determines revenue recognition through the following steps: • Identifying the contract, or contracts, with the customer; • Identifying the performance obligations in the contract; • Determining the transaction price; • Allocating the transaction price to performance obligations in the contract; and • Recognizing revenue when, or as, the Company satisfies performance obligations by transferring the promised good or services. Nature of Products and Services and Revenue Recognition The Company’s revenue primarily comes from product sales of lidar sensors to direct customers and distributors and services to integrate Luminar lidar hardware and software for autonomy in vehicle platforms. Revenue from product sales is recognized at a point in time when control of the goods is transferred to the customer, generally occurring upon shipment or delivery dependent upon the terms of the underlying contract. For custom products that require engineering and development based on customer requirements, the Company recognizes revenue over time using an input method based on contract cost incurred to date compared to total estimated contract cost (cost-to-cost). Amounts billed to customers for shipping and handling are included in revenue. Some of Company’s arrangements provide either software embedded in hardware or occasionally, licenses to certain software products which are typically recognized at the time of transfer of control of either the underlying hardware or at the time when the licensing rights are provided. The obligations associated with any performance obligation to update the Company’s software were immaterial. Taxes collected from customers and remitted to governmental authorities are excluded from revenue on the net basis of accounting. For service projects, the Company generally contracts with customers based on hourly rates. Revenue is recognized as services are performed and amounts are earned in accordance with the terms of a contract at estimated collectible amounts. Expenses associated with performance of work may be reimbursed with a markup depending on contractual terms and are included in revenues. Reimbursements include billings for travel and other out-of-pocket expenses and third-party costs, such as equipment rentals, materials and subcontractor costs, which are included in cost of sales in the accompanying combined statement of operations. 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. The transactions to which the Company had to estimate standalone selling prices and allocate the arrangement consideration to multiple performance obligations were immaterial. 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. See Product Warranties for accounting policy on standard warranties. Other Policies, Judgments and Practical Expedients Contract balances. Contract assets and liabilities represent the differences in the timing of revenue recognition from the receipt of cash from the Company’s customers and billings. Contract assets reflect revenue recognized and performance obligations satisfied in advance of customer billing. Contract liabilities relates to payments received in advance of the satisfaction of performance under the contract. Receivable represents right to consideration that is unconditional. Such rights are considered unconditional if only the passage of time is required before payment of that consideration is due. 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. The Company has elected the optional exemption, which allows for the exclusion of the amounts for remaining performance obligations that are part of contracts with an original expected duration of one year or less. 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. 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 on a prospective basis where the remaining goods and services are distinct from the original items and on a cumulative catch-up basis when the remaining goods and services are not distinct from the original items. 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 on a cumulative catch-up basis in the period in which the revisions to the estimates are made. The impact of application of catch-up adjustments resulted in recognition of $0.9 million and $0 of contract loss in the years ended December 31, 2020 and 2019, respectively. Cost of Sales The Company includes all manufacturing and sourcing costs incurred prior to the receipt of finished goods at its distribution facility in cost of sales. The cost of sales principally includes personnel-related costs (including certain engineering personnel), including stock-based compensation, directly associated with the Company’s manufacturing organization, direct costs, product costs, purchasing costs, allocation of overhead costs associated with manufacturing operations, inbound freight charges, insurance, inventory write-downs, warranty cost and depreciation and amortization expense associated with the manufacturing and sourcing operations. Cost of sales also includes the direct cost and appropriate allocation of overhead costs involved in execution of service contracts. Research and Development (R&D) R&D expenses consist primarily of personnel-related expenses, consulting and contractor expenses, tooling and prototype materials to the extent no future benefit is expected and allocated overhead costs. Substantially all of the Company’s R&D expenses are related to developing new products and services and improving existing products and services. To date, R&D expenses have been expensed as incurred and included in the consolidated statements of operations. Stock-based Compensation Employees The Company measures the cost of share-based awards granted to employees and directors based on the grant-date fair value of the awards. The grant-date fair value of the stock options is calculated using a Black-Scholes option pricing model. The grant-date fair value of restricted stock is calculated based on the fair value of the underlying common stock less cash proceeds paid by the recipient to acquire the restricted stock. The fair value of the stock-based compensation is recognized on a straight-line basis over the requisite service period, which is generally the vesting period of the award. The Company elected to recognize the effect of forfeitures in the period they occur. Non-Employees On January 1, 2019, the Company adopted Accounting Standards Update (ASU) 2018-07, Compensation—Stock Compensation (ASC 718): Improvements to Nonemployee Share-Based Payment Accounting . Under ASU 2018-07, the newly granted equity-classified non-employee awards are measured on the grant date using a fair-value based measure. Any outstanding non-employee awards that have not achieved a performance completion date as of the adoption of ASU 2018-07 are measured at the adoption date and not subsequently remeasured. Consistent with the intent of ASU 2018-07 to better align the accounting for employee and non-employee awards, the Company has recognized the compensation cost for non-employee awards on a straight-line basis after adoption of ASU 2018-07. There was no impact to equity or retained earnings upon adopting ASU 2018-07. On January 1, 2019, the Company adopted ASU 2019-08, Compensation—Stock Compensation (ASC 718). Following the adoption of ASU 2018-07, the Company measures any share-based payment awards to customers in accordance with ASC 718. Any equity classified awards are measured on the grant dates. The Company had no such outstanding awards as of the date of adoption of ASU 2019-08. Income Taxes Income taxes are accounted under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the financial statement and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. The Company recognizes deferred tax assets to the extent that these assets are more likely than not to be realized. In making such a determination, all available positive and negative evidence are considered, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If it is determined that deferred tax assets would be realized in the future, in excess of their net recorded amount, an adjustment would be made to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. The Company records uncertain tax positions in accordance with ASC 740, Income Taxes, on the basis of a two-step process which includes (1) determining whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position, and (2) for those tax positions that meet the more-likely-than-not recognition threshold. Recognized income tax positions are measured at the largest amount of tax benefit that is more than 50% likely to be realized upon ultimate settlement with the related tax authority. The Company recognizes interest and penalties related to unrecognized tax benefits on the income tax expense line in the accompanying consolidated statement of operations. Accrued interest and penalties are included on the related tax liability line in the consolidated balance sheet. The Tax Cuts and Jobs Act ("TCJA") subjects a U.S. shareholder to tax on global intangible low-taxed income (“GILTI”) earned by certain foreign subsidiaries. Under GAAP, the Company can make an accounting policy election to either treat taxes due on the GILTI inclusion as a current period expense or factor such amounts into the Company’s measurement of deferred taxes. The Company elected to treat the GILTI inclusion as a period expense. Recent Accounting Pronouncements Not Yet Effective In February 2016, the Financial Accounting Standards Board (FASB) issued ASU 2016-02, Leases (ASC 842) , and since that date has issued subsequent amendments to the initial guidance intended to clarify certain aspects of the guidance and to provide certain practical expedients entities can elect upon adoption. The principle of ASU 2016-02 is that a lessee should recognize assets and liabilities that arise from leases. Lessees will need to recognize a right-of-use asset and a lease liability for all leases (other than leases that meet the definition of a short-term lease). The lease liability will be equal to the present value of lease payments. The right-of-use asset will be based on the liability. ASU 2016-02 requires leases to be classified as either operating or finance. Operating leases will result in a straight-line expense pattern while finance leases will result in a front-loaded expense pattern. ASU 2016-02 is effective for the Company beginning January 1, 2021. The Company will adopt ASC 842 using the modified retrospective approach and as a result will not restate prior periods. Based on the Company’s current lease portfolio, the Company preliminarily expects ASC 842 to have a material impact on its consolidated balance sheets primarily related to the recognition of operating lease assets and liabilities. The Company does not expect the adoption to have a material impact on the Company’s consolidated statement of operations. As the impact of this standard is noncash in nature, the Company does not anticipate its adoption having an impact on the Company’s consolidated statement of cash flows. In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (ASC 326) : Measurement of Credit Losses of Financial Instruments, which, together with subsequent amendments, amends the requirement on the measurement and recognition of expected credit losses for financial assets held. ASU 2016-13 will be effective for the Company beginning January 1, 2023, with early adoption permitted. The Company is currently in the process of evaluating the effects of this pronouncement on the Company’s financial statements and does not expect it to have a material impact on the consolidated financial statements. |
Business Combination
Business Combination | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
Business Combination | Business Combination On December 2, 2020, Gores consummated the “Business Combination” pursuant to that certain Agreement and Plan of Merger, dated August 24, 2020 (the “Merger Agreement”), by and among Gores, Dawn Merger Sub, Inc. (“First Merger Sub”), a wholly owned subsidiary of Gores, Dawn Merger Sub II, LLC (“Second Merger Sub”), a wholly owned subsidiary of Gores, and Legacy Luminar. In connection with the consummation of the Business Combination (the “Closing”), the registrant changed its name from Gores Metropoulos, Inc. to Luminar Technologies, Inc. Immediately following the business combination, there were 323,936,240 shares of common stock, consisting of 218,818,037 shares of Class A common stock and 105,118,203 shares of Class B common stock with a par value of $0.0001 issued and outstanding, options to purchase an aggregate of 16,224,474 shares of Class A common stock and warrants to purchase, 4,089,280 shares of Class A common stock. Pursuant to the Merger Agreement, the Company’s stockholders are entitled to receive an aggregate of up to 25,818,744 earn-out shares in the form of common stock (with respect to the Company’s Class A stockholders’ shares of Class A common stock and with respect to the Company’s Class B stockholders’ shares of Class B common stock). There are six different triggering events that affect the number of earn-out shares that will be issued based upon the per share price of Class A common stock ranging from $13.00 to $28.00 per share. The Company accounts for the potential earn-out shares as a component of stockholders’ equity in accordance with the guidance in ASC 480, Distinguishing Liabilities from Equity , and ASC 815, Derivatives and Hedging . On December 2, 2020, the Company estimated the fair value of the potential earn-out shares to be $587.7 million, which was estimated using a Monte Carlo Model and Level 3 fair value inputs including volatility of 58.5% and a contractual term of 5.5 years. This was recorded as an increase in additional paid-in capital with an offsetting amount recorded in the same account, due to the absence of retained earnings. The Business Combination was accounted for as a reverse recapitalization in accordance with GAAP as Luminar has been determined to be the accounting acquirer, primarily due to the fact that Legacy Luminar stockholders continue to control the Post-Combination Company. Under this method of accounting, while Gores was the legal acquirer, it has been be treated as the “acquired” company for financial reporting purposes. Accordingly, the Business Combination was treated as the equivalent of Luminar issuing stock for the net assets of Gores, accompanied by a recapitalization. The net assets of Gores were stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination are those of Legacy Luminar. Reported shares and earnings 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 Business Combination (approximately 1 Gores shares to 13.63094 Luminar shares). The most significant change in the post-combination Company’s reported financial position and results was an increase in cash of $380.6 million. The Company incurred $17.2 million in transaction costs relating to the merger with Gores, which has been offset against additional paid-in capital in the Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit). On the date of the Business Combination, the Company recorded a liability related to the Public and Private Warrants of $102.4 million, with an offsetting entry to additional paid-in capital. During the period from December 2, 2020 to December 31, 2020, the fair value of the Public and Private Warrants increased to $343.4 million, resulting in a charge of $241.0 million in the consolidated statement of operations for the year ended December 31, 2020. Upon closing of the Business Combination, the shareholders’ of Gores were issued 49,981,349 shares of Class A common stock. In connection with the Closing, holders of 18,651 shares of common stock of Gores were redeemed at a price per share of $10.16. |
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 primary locations where the customer is situated, 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 are as follows (in thousands): Year Ended December 31, 2020 2019 Revenue % of Revenue Revenue % of Revenue Revenue by primary geographical market: North America $ 4,010 29 % $ 10,453 83 % Asia Pacific 906 6 % 469 4 % Europe and Middle East 9,035 65 % 1,680 13 % Total 13,951 100 % 12,602 100 % Revenue by timing of recognition: Recognized at a point in time 2,639 19 % 9,666 77 % Recognized over time 11,312 81 % 2,936 23 % Total 13,951 100 % 12,602 100 % Revenue by segment: Autonomy Solutions 11,387 82 % 9,666 77 % Component Sales 2,564 18 % 2,936 23 % Total 13,951 100 % 12,602 100 % Volvo Stock Purchase Warrant In March 2020, the Company issued a stock purchase warrant to Volvo Car Technology Fund AB (“VCTF”) in connection to the engineering services contract. VCTF is entitled to purchase from the Company up to 4,089,280 shares of Class A common stock, at a price of $3.1769 per share. The warrants vest and become exercisable in two tranches based on satisfaction of certain commercial milestones. The fair value of warrants aggregating $2.9 million represent consideration payable to a customer and would be recognized as reduction in revenue consistent with the revenue recognition pattern when these warrants become probable of vesting. The Company’s management determined that the vesting of these warrants was not probable as of December 31, 2020. Contract assets and liabilities Contract assets primarily represent revenues recognized for performance obligations that have been satisfied but for which amounts have not been billed. The Company’s contract assets as of December 31, 2020 were not material. The Company did not have any contract assets as of December 31, 2019. Contract liabilities consist of deferred revenue and customer advanced payments. Deferred revenue includes billings in excess of revenue recognized related to product sales and other services revenue and is recognized as revenue when the Company performs under the contract. Customer advanced payments represent required customer payments in advance of product shipments according to customer’s payment term. Customer advance payments are recognized as revenue when control of the performance obligation is transferred to the customer. The Company’s contract liabilities were $2.3 million and $0.2 million as of December 31, 2020 and 2019, respectively, and were included in accrued and other current liabilities in the consolidated balance sheets. The significant changes in contract liabilities balances consisted of the following (in thousands): December 31, 2020 2019 Beginning balance $ 225 $ — Revenue recognized that was included in the contract liabilities beginning balance (225) — Increase due to cash received and not recognized as revenue and billings in excess of revenue recognized during the period 2,284 225 Ending balance $ 2,284 $ 225 |
Investments
Investments | 12 Months Ended |
Dec. 31, 2020 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments | Investments The Company’s investments in debt securities consisted of the following as of December 31, 2020 and 2019 (in thousands): December 31, 2020 Cost Gross Gross Fair Value U.S. Treasury $ 155,339 $ 14 $ (6) $ 155,347 U.S. agency and government sponsored securities 19,996 — — 19,996 Commercial paper 182,218 6 (4) 182,220 Corporate bonds 45,431 21 (2) 45,450 Asset-backed securities 7,012 6 — 7,018 Total debt securities $ 409,996 $ 47 $ (12) $ 410,031 Included in cash and cash equivalents $ 133,319 $ 4 $ (2) $ 133,321 Included in marketable securities $ 276,677 $ 43 $ (10) $ 276,710 December 31, 2019 Cost Gross Gross Fair Value U.S. Treasury $ 749 $ — $ — $ 749 U.S. agency and government sponsored securities 1,398 — — 1,398 Commercial paper 20,183 1 (1) 20,183 Corporate bonds 3,474 — (1) 3,473 Total debt securities $ 25,804 $ 1 $ (2) $ 25,803 Included in cash and cash equivalents $ 19,144 $ 1 $ (1) $ 19,144 Included in marketable securities $ 6,660 $ — $ (1) $ 6,659 The following table presents the gross unrealized losses and the fair value for those debt securities that were in an unrealized loss position for less than 12 months as of December 31, 2020 and 2019 (in thousands): December 31, 2020 December 31, 2019 Gross Fair Value Gross Fair Value U.S. Treasury $ (6) $ 65,298 $ — $ — Commercial paper (4) 47,629 (1) 13,422 Corporate bonds (2) 15,575 (1) 2,872 Total $ (12) $ 128,502 $ (2) $ 16,294 |
Financial Statement Components
Financial Statement Components | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Financial Statement Components | Financial Statement Components Cash and Cash Equivalents Cash and cash equivalents consisted of the following (in thousands): December 31, 2020 2019 Cash $ 10,652 $ 5,676 Money market funds 64,971 2,260 U.S. Treasury 24,999 — U.S. agency securities — 1,398 Commercial paper 108,322 16,971 Corporate bonds — 775 Total cash and cash equivalents $ 208,944 $ 27,080 Inventories Inventories consisted of the following (in thousands): December 31, 2020 2019 Raw materials $ 625 $ 1,998 Work-in-process 52 1,376 Finished goods 2,936 628 Total inventories, net $ 3,613 $ 4,002 The Company recorded inventory write-downs of $4.4 million and $1.4 million during the years ended December 31, 2020 and 2019, respectively. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following (in thousands): December 31, 2020 2019 Prepaid expenses $ 1,073 $ 817 Advance payments to vendors 961 666 Prepaid rent and other 503 12 Other receivables 2,260 329 Total prepaid expenses and other current assets $ 4,797 $ 1,824 Property and Equipment Property and equipment consisted of the following (in thousands): December 31, 2020 2019 Computer hardware and software $ 2,450 $ 2,992 Demonstration fleet and demonstration units 1,821 1,603 Machinery and equipment 5,940 5,321 Furniture and fixtures 293 325 Vehicles 835 902 Leasehold improvements 791 821 Construction in progress 1,410 465 Total property and equipment 13,540 12,429 Accumulated depreciation and amortization (5,851) (4,562) Total property and equipment, net $ 7,689 $ 7,867 Depreciation and amortization associated with property and equipment was $2.5 million and $2.3 million for the years ended December 31, 2020 and 2019, respectively. Property and equipment capitalized under capital lease obligations consisted of the following (in thousands): December 31, 2020 2019 Computer hardware and software $ 88 $ 88 Machinery and equipment 838 491 Total property and equipment capitalized under capital lease obligations 926 579 Less: accumulated depreciation and amortization (219) (71) Total $ 707 $ 508 Goodwill The carrying amount of goodwill allocated to the Company’s reportable segments was as follows (in thousands): Autonomy Solutions Other Component Total As of December 31, 2020 $ 687 $ 14 $ 701 As of December 31, 2019 $ 687 $ 14 $ 701 Other Non-Current Assets Other non-current assets consisted of the following (in thousands): December 31, 2020 2019 Security deposits $ 1,106 $ 1,793 Other non-current assets 45 36 Total other non-current assets $ 1,151 $ 1,829 Accrued and Other Current Liabilities Accrued and other current liabilities consisted of the following (in thousands): December 31, 2020 2019 Accrued expenses $ 3,998 $ 2,049 Warranty liabilities 259 267 Contract liabilities 2,284 225 Accrued compensation and benefits 3,071 823 Contract losses 558 — Capital lease liabilities and other, current 282 162 Total accrued and other current liabilities $ 10,452 $ 3,526 Other Non-Current Liabilities Other non-current liabilities consisted of the following (in thousands): December 31, 2020 2019 Deferred rent $ 826 $ 1,106 Capital lease liabilities, non-current 492 295 Total other non-current liabilities $ 1,318 $ 1,401 |
Simple Agreements For Future Eq
Simple Agreements For Future Equity (SAFE) | 12 Months Ended |
Dec. 31, 2020 | |
Other Liabilities Disclosure [Abstract] | |
Simple Agreements For Future Equity (SAFE) | Simple Agreements for Future Equity (SAFE) Between April 2016 and May 2019, the Company issued SAFEs that allowed the investors to participate in future equity financings through a share-settled redemption of the amount invested (such notional being the “invested amount”). Alternatively, upon the occurrence of a change of control or an initial public offering (other than a qualified financing), the investors had the option to receive either (i) cash payment equal to the invested amount under such SAFE, or (ii) a number of shares of common stock equal to the invested amount divided by the liquidity price set forth in the applicable SAFE. The Company issued two types of SAFEs, that each contain the change of control and initial public offering settlement alternatives described above, but settled differently upon a next round financing as follows: (a) SAFEs that allowed the investors to participate in future equity financings through share-settled redemption at a discounted price to the price paid by other investors. That is, upon a future equity financing involving preferred shares, the SAFE settled into a number of preferred shares equal to the invested amount of the SAFE divided by a percentage of the discounted price investors pay to purchase preferred shares in the financing, with such discounted price calculated as a percentage of the price investors pay to purchase preferred shares in the financing or by reference to a valuation ceiling and (b) SAFEs that, instead of allowing the holder to receive a number of shares at a discounted settlement price, accrued noncash paid-in-kind interest at 18% per annum of the invested amount of the SAFE. Upon a future equity financing, the SAFE settled into a number of preferred shares equal to the invested amount of the SAFE divided by the price for which cash investors paid to purchase the preferred shares in the financing. The Company determined that the SAFEs were not legal form debt (i.e., no creditors’ rights). The SAFEs included a provision allowing for cash redemption upon the occurrence of a change of control, the occurrence of which is outside the control of the Company. Therefore, the SAFEs are classified as marked-to-market liabilities pursuant to ASC 480, D istinguishing Liability from Equity . On June 24, 2019 in connection with the sale of the Series A preferred stock, the SAFEs were settled into 68,877,417 shares of Series A preferred stock and 3,612,062 shares of common stock, and there were no SAFEs issued and outstanding as of December 31, 2020 or 2019. The SAFEs were marked to fair value as of the settlement date, resulting in a charge for the increase in fair value of $24.2 million during the year ended December 31, 2019. One SAFE note was settled in cash for $5.6 million, resulting in an immaterial loss on settlement. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Debt | Debt Senior Secured Loan In August 2017, the Company issued a Senior Secured Promissory Note with an aggregate principal of $15.0 million (the “2017 Note”). The 2017 Note bore interest at 12.50% per annum, with an effective interest rate of 15.68% due to upfront fees of $382,000 and allocated proceeds to warrants of $480,000 and had a final maturity date of September 18, 2020. Principal and interest were paid according to a schedule of 28 monthly installments beginning June 18, 2018 until final maturity. On December 18, 2018, the Company entered into the First Amendment to Senior Secured Promissory Note with the lenders which provided for an incremental advance with an aggregate principal amount of $3.0 million (the “2018 Note” and together with the 2017 Note, the “Notes”). The 2018 Note accrued interest at 12.50% per annum, with an effective interest rate of 15.58% due to upfront fees of $108,000 and allocated proceeds to warrants of $46,000. Principal and interest were paid pursuant to a schedule of 27 monthly installment payments with a final maturity date on December 18, 2021. The Notes permitted prepayment with an interest make-whole premium. The Notes included standard non-financial covenants and were secured by a first priority perfected security interest in substantially all of the Company’s assets. The Company was required to maintain liquidity of at least $2.0 million. As of December 31, 2019, the Company was not in default on any covenants. In connection with the issuance of the Notes, the Company issued warrants (see Note 9, 2017, 2018 and 2020 Warrants). Proceeds were allocated to the warrants at their full fair value, with the residual allocated to the Notes. From January 1, 2019 through December 31, 2019, $317,000 of non-cash interest was amortized. From January 1, 2020 until settlement in the debt refinancing described below, $55,000 of non-cash interest was amortized on the Notes. On March 31, 2020, the Company refinanced the Notes. The $3.6 million principal of the 2017 Note and $2.4 million principal of the 2018 Note were repaid with a portion of the proceeds from the new Senior Secured Promissory Note (“New Notes”), which provided for $20.0 million of initial advance, drawn in an amount of $17.0 million on April 8, 2020 and $3.0 million on May 26, 2020. The remaining $10.0 million of New Notes were issued on June 6, 2020. The New Notes bore interest at 12.5% and were maturing 48 months after the initial funding date, with 32 equal monthly installments commencing on the 16th monthly payment date. The New Notes contained the same covenants as the 2017 Note and 2018 Note and required the Company to maintain liquidity of at least $5.0 million. Upon issuing the New Notes, the Company paid the lenders a non-refundable fee equal to 1.5% of the amount of each advance and a warrant for a number of shares of Series A convertible preferred stock equal to 10% of the principal amount of each advance divided by the exercise price of $43.3039. The redemption of the 2017 Note and the 2018 Note was an extinguishment, resulting in an extinguishment loss of $866,000, comprised of $86,000 in unamortized financing costs and discount on the 2017 Note and the 2018 Note, $255,000 of lender fee, and $525,000 being the fair value of the newly issued warrants. Third party financing costs of $361,000 and $1.2 million of fair value of newly issued warrants were deferred as discount on the New Notes and $329,000 was amortized as non-cash interest expense through December 2, 2020. Pursuant to the terms of the merger agreement, the Company was required to repay the full outstanding balance of the senior secured term loan $30.0 million. In connection with the repayment, the Company incurred a prepayment penalty of $1.9 million, legal costs associated with the repayment of $56,000 and wrote off loan origination fees of $1.2 million. This resulted in an aggregate loss of $3.1 million due to early extinguishment of the New Notes during the year ended December 31, 2020. The table below summarizes the outstanding balances recorded for the Notes (in thousands): December 31, 2020 2019 2017 Notes Principal Outstanding $ — $ 5,304 Unamortized discount (2017 Notes) — (56) 2018 Notes — 2,707 Unamortized discount (2018 Notes) — (81) Net carrying amount — 7,874 Less: current portion — 6,459 Non-current portion $ — $ 1,415 Equipment Loan On July 31, 2017, the Company entered into an Equipment and Loan Agreement (“the agreement”) for total committed amount of $4.0 million for the purpose of acquiring equipment. On March 29, 2018, the commitment amount was increased by $1.4 million to a total of $5.4 million. Under the agreement, the Company issued three promissory notes totaling $3.2 million in the period starting from July 31, 2017 through December 15, 2017 and three promissory notes totaling $2.2 million in the period starting from March 29, 2018 to October 16, 2018. The promissory notes bore interest at 10.35% per annum with effective rate of interest ranging from 10.37% to 13.96%. The interest only period ended on June 30, 2018 and principal and interest were paid based on the monthly schedule until final maturity on July 1, 2020. Paycheck Protection Program Loan On April 22, 2020 (the “Origination Date”), the Company received $7.8 million in aggregate loan proceeds (the “PPP Loan”) from Silicon Valley Bank (the “Lender”) pursuant to the Paycheck Protection Program established under the CARES (the Coronavirus Aid, Relief, and Economic Security) Act of 2020. Payments of principal and interest were deferred for the first six months following the Origination Date, and the PPP Loan was maturing in two years after the Origination Date. Following the deferral period, the Company was required to make payments of principal and interest accrued under the PPP Loan in monthly installments based upon an amortization schedule to be determined by the Lender based on the principal balance of the PPP Loan outstanding following the deferral period and taking into consideration any portion of the PPP Loan that may be forgiven prior to that time. The PPP Loan bore interest at 1%. The Company repaid the loan in full on August 20, 2020 for $7.84 million comprised of $7.82 million of principal and accrued interest of $26,000. Bridge Note In August 2015, the Company entered into a Convertible Promissory Note (the “Bridge Note”) with an investor (the “Investor”) with a principal amount of $1.5 million and an interest rate of 3.00% per annum. The Bridge Note had an original maturity date of August 11, 2016, however the Company and Investors agreed to allow the Bridge Note to remain outstanding after maturity. On February 21, 2019, the Company and the Investor entered into an amendment to the Bridge Note (the “Amended Bridge Note”), which revised the Bridge Note’s settlement provisions. In June 2019, the Company and the Investor agreed to settle the Amended Bridge Note into Series A-11 Preferred Stock at a price equal to (i) $58.0 million divided by (ii) the Company’s fully diluted share count. The settlement of the Amended Bridge Note was accounted for as an extinguishment of debt, wherein the carrying amount of the Bridge Note was derecognized and the fair value of the Series A-11 Preferred Stock issued was recorded in equity. The difference between the carrying amount of the Note and the fair value of the Preferred Stock was recorded as a loss on extinguishment of $6.0 million. Others Revolving credit facility On November 19, 2018, the Company entered into revolving line of credit agreement for total amount of $500,000. The revolving line of credit carried a variable interest rate which changed from time to time based on the wall street journal prime rate (Index). The credit facility matured in 2019 and the then outstanding balance of $0.5 million was repaid in full. Vehicle loan In October 2017, the Company entered into a vehicle loan agreement with an aggregate principal of $73,000 (the “Vehicle Loan”). The Vehicle Loan bears interest at 5.99% per annum and has a final maturity date of November 10, 2022. Principal and interest are paid according to a schedule of 60 monthly installments beginning December 10, 2017 until final maturity. In December 2020, the Company refinanced a leased vehicle and entered into a vehicle loan agreement with an aggregate principal of $21,000 (the “Vehicle Loan”). The Vehicle Loan bears interest at 6.29% per annum and has a final maturity date of November 1, 2025. Principal and interest are paid according to a schedule of 60 monthly installments beginning December 1, 2020 until final maturity. Additional Equipment Loan The Company also entered into an equipment loan agreement for its subsidiary with an aggregate principal of $182,000 (the “Additional Equipment Loan”) in December 2018. The Additional Equipment Loan carries an interest of 5.89% per annum maturing on November 14, 2023. Principal and interest are paid according to a schedule of 60 monthly installments beginning November 14, 2018 until final maturity. The Company additionally entered into three additional equipment loan agreements during September 2020 to December 2020 for the amounts of $60,000, $170,000 and $16,000 respectively. The aggregate principal amount of the loans resulted in $246,000 (the “New Equipment Loan”). The New Equipment Loan carries interest rate varying from 6.29%, 7.64% and 8.91%, respectively. The principal and interest of the loans are to be paid in 60 monthly installments until final maturity at October 2, 2025, October 2, 2025, and October 12, 2025, respectively. The following table summarizes the outstanding balances recorded for other debt (in thousands): December 31, 2020 2019 Vehicle loan $ 52 $ 45 Additional Equipment Loan 349 146 Total 401 191 Less: current portion 99 51 Non-current portion $ 302 $ 140 Following is the principal maturity schedule for long-term debt outstanding as of December 31, 2020 (in thousands): Amount 2021 $ 99 2022 101 2023 91 2024 58 2025 52 Total 401 Less unamortized debt cost — Long-term debt $ 401 |
2017, 2018 and 2020 Warrants
2017, 2018 and 2020 Warrants | 12 Months Ended |
Dec. 31, 2020 | |
Warrants and Rights Note Disclosure [Abstract] | |
2017, 2018 and 2020 Warrants | Warrants In connection with the issuance of the 2017 Note, the Company issued warrants (the “2017 Warrants”). The 2017 Warrants allowed the holder to purchase a number of shares in a future round of preferred stock financing equal to 10% of the principal advances under the 2017 Note, divided by 70% of the price per share paid for the equity securities issued in the financing. In the event that a financing did not occur within two years from issuance, the 2017 Warrants would become exercisable for a SAFE with an invested amount equal to 10% of the advances under the 2017 Note. However, upon the issuance of Series A convertible preferred stock in June 2019, the underlying shares were determined to be Series A convertible preferred stock. Upon issuance of the 2018 Note, the Company amended the 2017 Warrants to provide additional warrant coverage for advances issued under the 2018 Note (the “2018 Warrants”). Upon the issuance of New Notes in April through September of 2020, 10% warrant coverage resulted in the issuance of additional warrants to purchase Series A convertible preferred stock (the “2020 Warrants”). The Company classified these warrants as liabilities because the holder of the warrants were entitled to settle the warrants for SAFE instruments if the Company did not consummate a qualified financing within two years of the issuance date of the warrants, and following the issuance of Series A convertible preferred stock, the underlying shares were redeemable outside the Company’s control through deemed liquidation provisions. The warrants were recorded at fair value with subsequent changes in fair value reflected in earnings. The change in fair value resulted in a loss of $27.3 million and $256,000 during the years ended December 31, 2020 and 2019, respectively. Upon closing of the Business Combination, the Warrants were exercised for 1,466,155 shares of Class A common stock and there were no warrants outstanding as of December 31, 2020. The Company determined the following fair values for the outstanding warrants (in thousands): December 31, 2020 2019 2017 Warrants $ — $ 1,035 2018 Warrants — 87 Total $ — $ 1,122 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The Company carries cash equivalents, marketable investments, Public and Private Warrants, 2017 Warrants and 2018 Warrants at fair value. Fair value is based on the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: Level 1 — Observable inputs, which include unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 — Observable inputs other than Level 1 inputs, such as quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 — Unobservable inputs that are supported by little or no market activity and that are based on management’s assumptions, including fair value measurements determined by using pricing models, discounted cash flow methodologies or similar techniques. The Company determined the fair value of its Level 1 financial instruments, which are traded in active markets, using quoted market prices for identical instruments. Marketable investments classified within Level 2 of the fair value hierarchy are valued based on other observable inputs, including broker or dealer quotations, alternative pricing sources or U.S. Government Treasury yield of appropriate term. When quoted prices in active markets for identical assets or liabilities are not available, the Company relies on non-binding quotes from its investment managers, which are based on proprietary valuation models of independent pricing services. These models generally use inputs such as observable market data, quoted market prices for similar instruments, historical pricing trends of a security as relative to its peers. To validate the fair value determination provided by its investment managers, the Company reviews the pricing movement in the context of overall market trends and trading information from its investment managers. The Company performs routine procedures such as comparing prices obtained from independent source to ensure that appropriate fair values are recorded. Because the transfer of Private Warrants to anyone outside of a small group of individuals constituting the sponsors of Gores Metropoulos, Inc. would result in the Private Warrants having substantially the same terms as the Public Warrants, management determined that the fair value of each Private Warrant is the same as that of a Public Warrant, with an insignificant adjustment for short-term marketability restrictions. Accordingly, the Private Warrants are classified as Level 2 financial instruments. The Company’s financial assets and liabilities subject to fair value measurements on a recurring basis and the level of inputs used for such measurements were as follows (in thousands): Fair Value (in thousands) Measured as of Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $ 64,971 $ — $ — $ 64,971 U.S. Treasury 24,999 — — 24,999 Commercial paper — 108,322 — 108,322 Total cash equivalents $ 89,970 $ 108,322 $ — $ 198,292 Marketable investments: U.S. Treasury $ 130,348 $ — $ — $ 130,348 U.S. agency and government sponsored securities — 19,996 — 19,996 Commercial paper — 73,898 — 73,898 Corporate bonds — 45,450 — 45,450 Asset-backed securities — 7,018 — 7,018 Total marketable investments $ 130,348 $ 146,362 $ — $ 276,710 Liabilities: Public Warrants $ 228,933 $ — $ — $ 228,933 Private Warrants — 114,467 — 114,467 Total warrant liabilities $ 228,933 $ 114,467 $ — $ 343,400 Fair Value (in thousands) Measured as of Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $ 2,260 $ — $ — $ 2,260 U.S. agency securities — 1,398 — 1,398 Commercial paper — 16,971 — 16,971 Corporate bonds — 775 — 775 Total cash equivalents $ 2,260 $ 19,144 $ — $ 21,404 Marketable investments: U.S. Treasury $ 749 $ — $ — $ 749 Commercial paper — 3,212 — 3,212 Corporate bonds — 2,698 — 2,698 Total marketable investments $ 749 $ 5,910 $ — $ 6,659 Liabilities: 2017 Warrants $ — $ — $ 1,035 $ 1,035 2018 Warrants — — 87 87 Total warrant liabilities $ — $ — $ 1,122 $ 1,122 The Company measured the 2017 Warrants and 2018 Warrants liabilities at fair value based on significant inputs not observable in the market, which caused them to be classified as Level 3 measurements within the fair value hierarchy. The valuation of the 2017 Warrants and 2018 Warrants used assumptions and estimates the Company believed would been made by a market participant in making the same valuation. The Company assessed these assumptions and estimates on an on-going basis as additional data impacting the assumptions and estimates were obtained. Changes in the fair value of the 2017 Warrants and 2018 Warrants related to updated assumptions and estimates were recognized within the consolidated statement of operations. Level 3 Disclosures The 2017 and 2018 Warrants outstanding as of December 31, 2019 were valued using an option pricing method (“OPM”), which employed an assumed total equity valuation of $640 million, an option term of three years, volatility of 49.6% and a risk-free rate of 1.62%. Total equity value was estimated using a discounted cash flow analysis employing a long-term income forecast and a discount rate of 35%, giving consideration to additional risk in the Company’s forecast relative to the prior valuation. The 2017, 2018 and 2020 Warrants outstanding on December 2, 2020, were valued using the closing stock price of $18.00 per share, immediately prior to the consummation of the Business Combination in accordance with the terms of the warrant agreements. 13,647 warrants were exercised on a cashless basis with all previously held warrant shares being converted to closing warrant shares and 130,376 warrants were exercised to the extent such net issue exercise resulted in the issuance of shares based on the strike price and fair value. There were no Warrants outstanding as of December 31, 2020. The fair value is classified as Level 3 in the fair value hierarchy due to the significant management judgment required for the assumptions underlying the calculation of value. The following table presents changes in Level 3 liabilities measured at fair value for the years ended December 31, 2019 (in thousands): SAFEs 2017 2018 Balance-beginning of year $ 122,588 $ 808 $ 58 Additions 37,379 — — Exercise or conversion (184,182) — — Measurement adjustments 24,215 227 29 Balance-end of year $ — $ 1,035 $ 87 The following table presents changes in Level 3 liabilities measured at fair value for the years ended December 31, 2020 (in thousands): 2017 2018 2020 Balance-beginning of year $ 1,035 $ 87 $ — Additions — — 1,728 Exercise or conversion (13,714) (1,700) (14,698) Measurement adjustments 12,679 1,613 12,970 Balance-end of year $ — $ — $ — The Company’s other financial instruments’ fair value, including accounts receivable, accounts payable and other current liabilities, approximate its carrying value due to the relatively short maturity of those instruments. The carrying amounts of the Company’s capital leases approximate their fair value, which is the present value of expected future cash payments based on assumptions about current interest rates and the creditworthiness of the Company. |
Convertible Preferred Stock
Convertible Preferred Stock | 12 Months Ended |
Dec. 31, 2020 | |
Temporary Equity Disclosure [Abstract] | |
Convertible Preferred Stock | Convertible Preferred Stock Preferred Stock Series A On June 24, 2019, the Company amended and restated its Certificate of Incorporation (“Certificate”), which authorized the issuance of up to 102,740,023 shares of Series A Preferred Stock with a par value of $0.00001. On June 24, 2019, the Company entered into a Series A Convertible Preferred Stock Purchase Agreement to issue preferred stock to investors for cash and in settlement of outstanding SAFEs and Amended Bridge Note. Series X On August 24, 2020, the Company entered into the Series X Preferred Stock Purchase Agreement to offer shares of the Company’s Series X Preferred Stock. In August 2020 and September of 2020, the Company issued an aggregate of 17,065,536 preferred stock for cash at a purchase price of $9.96 per share of preferred stock, which generated gross proceeds of $170.0 million. In October 2020, the Company issued an additional 1,391,694 shares of preferred stock for gross proceeds of $13.86 million. Accordingly, the Company amended and restated its certificate of incorporation (“Certificate”), which authorized the issuance of up to 20,077,073 shares of Series X Preferred Stock with a par value of $0.00001. Upon closing of the Business Combination on December 2, 2020, the outstanding shares of Series A and Series X Preferred Stock were automatically converted into 113,275,381 shares of Class A common stock. No shares of convertible preferred stock were authorized, issued or outstanding as of December 31, 2020. The original issue price and the liquidation value, as of December 2, 2020, of each class of preferred stock were as follows: Shares Shares Per Share Series A 30,374,645 22,638,795 $ 3.18 Series A-1 2,226,013 2,226,013 1.12 Series A-2 18,030,728 18,030,728 1.11 Series A-3 3,047,168 3,047,168 1.31 Series A-4 679,188 679,188 1.47 Series A-5 1,877,184 1,691,162 1.48 Series A-6 3,372,566 3,372,566 2.22 Series A-7 19,896,476 19,896,476 2.54 Series A-8 5,258,501 5,258,501 2.70 Series A-9 10,205,127 10,205,127 2.86 Series A-10 3,445,914 3,445,914 3.02 Series A-11 4,326,513 4,326,513 0.39 Series X 20,077,073 18,457,230 9.96 Dividends Holders of both Series A and Series X Preferred Stock were entitled to receive non-cumulative dividends at a rate per annum equal to 6% of the applicable original issue price, if and when declared by the Company’s Board of Directors. Preferred stockholders were entitled to receive dividends prior to and in preference to any dividends to common stockholders. No dividends were declared or paid during the year ended December 31, 2020 or 2019. Liquidation Holders of both Series A and Series X Preferred Stock were entitled to receive a liquidation preference prior to any distribution to holders of common stock. Upon the occurrence of a liquidation transaction, preferred stock was redeemable by the Company for the applicable original issue price. Moreover, if the holders of preferred stock would have received a greater amount of consideration had the preferred stock been converted immediately prior to such transaction, the preferred stock would have been deemed to be converted for purposes of the redemption. Each of the Series A and Series X Preferred Stock were conditionally puttable by the holders upon “deemed liquidation events,” which included a merger, consolidation, change of control, or a sale of substantially all of the Company’s assets. The Company determined that triggering events that could result in a deemed liquidation were not solely within the control of the Company. Therefore, the preferred stock was classified outside of permanent (i.e., temporary equity). The preferred stock was not accreted to its liquidation preference, as it was not probable for the preferred stock to become redeemable. The Company, until the conversion of the preferred stock into Class A common stock, monitored the circumstances that could have caused the preferred stock to become probable of becoming redeemable. Conversion Both Series A and Series X Preferred Stock were convertible at any time, at the option of the holder, into common stock at a conversion rate of 1 to 1 initially, subject to adjustments. The conversion prices of each series of preferred stock were as follows: Conversion price Series A $ 3.18 Series A-1 1.12 Series A-2 1.11 Series A-3 1.31 Series A-4 1.47 Series A-5 1.48 Series A-6 2.22 Series A-7 2.54 Series A-8 2.70 Series A-9 2.86 Series A-10 3.02 Series A-11 1.78 Series X 9.96 Additionally, all outstanding shares of the preferred stock were automatically convertible into shares of underlying common stock upon the Company’s sale of its common stock in a firm commitment underwritten public offering pursuant to a registration statement under the Securities Act, the public offering price of which was not less than $64.96 per share and which resulted in aggregate cash proceeds to the Company of not less than $100.0 million, net of underwriting discounts and commissions (a “Qualified IPO”). Voting Rights Holders of preferred stock were entitled to the same voting rights as the common stockholders and to notice of stockholders’ meeting. The holders of common stock and preferred stock voted together as a single class (on an as-converted basis) on all matters. Each holder of preferred stock was entitled to the number of votes equal to the number of shares of common stock into which such shares of preferred stock would have been convertible. Beneficial Conversion Features (“BCFs”) The Company assessed whether BCFs existed for the optional conversion rights that did not require bifurcation as derivatives. If the conversion option was in-the-money as of the commitment date, the preferred stock contained a BCF. The BCF was recognized as a deemed dividend against the carrying amount of the preferred stock. The Company monitored for the issuance of additional shares below the conversion price, which could have result in a contingent BCF. The following table summarizes the calculation of the BCF as of the commitment dates of the Preferred Stock: Commitment Date Series Type of Consideration Effective Fair value Number of BCF 6/24/2019 A Cash $ 3.18 $ 1.36 8,833,786 $ — 6/24/2019 A Settlement of SAFEs 3.18 1.36 1,024,569 — 6/24/2019 A-1 Settlement of SAFEs 1.12 1.36 2,226,013 536,000 6/24/2019 A-2 Settlement of SAFEs 1.11 1.36 18,030,728 4,590,000 6/24/2019 A-3 Settlement of SAFEs 1.31 1.36 3,047,168 156,000 6/24/2019 A-4 Settlement of SAFEs 1.47 1.36 679,188 — 6/24/2019 A-5 Settlement of SAFEs 1.48 1.36 1,691,162 — 6/24/2019 A-6 Settlement of SAFEs 2.22 1.36 3,372,566 — 6/24/2019 A-7 Settlement of SAFEs 2.54 1.36 19,896,477 — 6/24/2019 A-8 Settlement of SAFEs 2.70 1.36 5,258,501 — 6/24/2019 A-9 Settlement of SAFEs 2.86 1.36 10,205,127 — 6/24/2019 A-10 Settlement of SAFEs 3.02 1.36 3,445,914 — 6/24/2019 A-11 Settlement of Note 1.78 1.36 4,326,513 — 6/26/2019 A Cash 3.18 1.36 9,443,212 — 7/15/2019 A Cash 3.18 1.36 157,382 — 8/24/2020 to 10/22/2020 X Cash 9.96 10.33 18,457,230 6,757,000 $ 12,039,000 The Company recorded a total BCF of $12.0 million from the issuance of preferred stock prior to the close of the Business Combination. Because the preferred stock is convertible at any time pursuant to the optional conversion feature, the Company recognized a dividend equal to the BCF at the applicable commitment date. As the Company had an accumulated deficit as of the end of all periods presented, the BCF resulted in an increase and decrease in additional paid-in capital by the same amount. Furthermore, the preferred stock contained a down-round protection provision that reduced the conversion price if the Company issues shares at less than the conversion price or for no consideration. This provision was not triggered upon consummation of the Business Combination and no contingent BCF would was recorded during the year ended December 31, 2020. |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Stockholders' Equity (Deficit) | Stockholders’ Equity (Deficit) Class A and Class B Common Stock The Company’s Board of Directors has authorized two classes of common stock, Class A and Class B. As of December 31, 2020, the Company had authorized 715,000,000 and 121,000,000 shares of Class A and Class B common stock. As of December 31, 2020, the Company had 218,818,037 and 105,118,203 shares of Class A and Class B common stock issued and outstanding, respectively. Holders of the Class A and Class B common stock have identical rights, except that holders of the Class A common stock are entitled to one vote per share and holders of the Class B common stock are entitled to ten votes per share. Shares of Class B common stock can be converted to shares of Class A common stock at any time at the option of the stockholder and automatically convert upon sale or transfer, except for certain transfers specified in our amended and restated certificate of incorporation. In connection with the merger with Gores, the Company’s Chief Executive Officer exchanged 22,935,412 shares of Founders Preferred Stock and 82,182,791 shares of Class A common stock, which were entitled to one vote per share, into the same number of shares of Class B common stock, which are entitled to ten (10) votes per share. The Company recorded the incremental value of $3.0 million associated with this transaction as stock-based compensation in general and administrative expenses. Treasury Stock As of December 31, 2020, and 2019, the Company had 0 and 4,958,471 shares of treasury stock outstanding, respectively. Founders Preferred Stock 26,206,837 shares of Founders Preferred Stock were issued in 2015. The compensation expense associated with the Founders Preferred Stock was immaterial to the financial statements. The Founders Preferred Stock was substantively the same as common stock, as they share identical rights and features. The Founders Preferred Stock was convertible into common stock on a one-to-one basis at any time. The Founders Preferred Stock is presented as a component of the Company’s permanent equity. Upon closing of the Business Combination, Founders Preferred Stock was converted into shares of Class A and Class B common stock. |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) Per Share | Earnings (Loss) Per Share Founders Preferred Stock, Series A and Series X Preferred Stock, and unvested Restricted Stock Awards (“RSA”) are participating securities in periods of income, as the Founders Preferred Stock, Series A and Series X Preferred Stock, and unvested RSAs participate in undistributed earnings on an as-if-converted or as-vested basis. However, the Founders Preferred Stock, Series A and Series X Preferred Stock, and unvested RSAs do not share in losses. The Company computes earnings per share of Common Stock using the two-class method required for participating securities and does not apply the two-class method in periods of net loss. Earnings per share calculations for all periods prior to the Business Combination have been retrospectively restated to the equivalent number of shares reflecting the exchange ratio established in the reverse capitalization. Subsequent to the Business Combination, earnings per share was calculated based on weighted average number of shares of common stock then outstanding. The following table sets forth the computation of basic and diluted loss for the years ended December 31, 2020 and 2019 as follows: (in thousands, except for share and per share amounts): December 31, 2020 2019 Numerator: Net loss $ (362,298) $ (94,718) Deemed dividend attributable to BCF accretion (6,757) (5,282) Net loss attributable to common shareholders $ (369,055) $ (100,000) Denominator: Weighted average Common shares outstanding- Basic 145,096,996 118,835,912 Dilutive effect of potential common shares — — Weighted average Common shares outstanding- Diluted 145,096,996 118,835,912 Net loss per shares attributable to Common shareholders- Basic and Diluted $ (2.54) $ (0.84) The following table presents the potential shares of Common Stock outstanding that were excluded from the computation of diluted net loss per share of common stock as of the periods presented because including them would have been antidilutive: December 31, 2020 2019 Warrants 24,089,255 971,626 Stock Options 16,188,071 4,988,077 Restricted Stock 1,815,891 6,273,719 Series A Convertible Preferred Stock — 94,818,151 Founders Preferred Stock — 26,206,837 Earn-out Shares 25,818,744 — Total 67,911,961 133,258,410 |
Stock-based Compensation
Stock-based Compensation | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Stock-based Compensation | Stock-based CompensationThe Company maintained the 2015 Stock Plan (the “2015 Plan”) under which incentive stock options, non-qualified stock options, and restricted stock were granted to employees and non-employee consultants. In connection with the Business Combination, the Company assumed the 2015 Plan upon the Closing. The Company terminated the 2015 Plan, provided that the outstanding awards previously granted under the 2015 Plan continue to remain outstanding under the 2015 Plan. In December 2020, the Company’s Board adopted and the Company’s stockholders approved the 2020 Equity Incentive Plan (the “2020 Plan”). The 2020 Plan became effective upon the closing of the Business Combination. Under the 2020 Plan, as of December 31, 2020, the Company was authorized to issue a maximum number of 36,588,278 shares of Class A common stock. No grants were made in 2020 under the 2020 Plan. Stock Options Under the terms of the 2015 Plan, incentive stock options must have an exercise price at or above the fair market value of the stock on the date of the grant, while non-qualified stock options are permitted to be granted below fair market value of the stock on the date of grant. Stock options granted have service-based vesting conditions only. The service-based vesting conditions vary, though typically, stock options vest over four years with 25% of stock options vesting on the first anniversary of the grant and the remaining 75% vesting monthly over the remaining 36 months. Option holders have a 10-year period to exercise the options before they expire. Forfeitures are recognized in the period they occur. The fair value of stock option awards in 2020 and 2019 was determined on the grant date using the Black-Scholes valuation model based on the following assumptions: 2020 2019 Expected term (years) (1) 5.96 – 6.02 5.27 – 6.02 Current stock value $1.67 – $5.64 $1.28 – $1.67 Expected volatility (2) 49.3% – 51.9% 44.6% – 49.3% Risk-free interest rate (3) 0.4% – 1.8% 1.6% – 1.9% Dividend yield (4) 0 % 0 % (1) The expected term is the length of time the grant is expected to be outstanding before it is exercised or terminated. This number is calculated as the midpoint between the vesting term and the original contractual term (contractual period to exercise). If the option contains graded vesting, then the vesting term would be based on the vesting pattern. (2) Volatility, or the standard deviation of annualized returns, was calculated based on comparable companies’ reported volatilities. (3) Risk free rate was obtained from US treasury notes for the expected terms noted as of the valuation date. (4) The Company has assumed a dividend yield of zero as it has no plans to declare dividends in the foreseeable future. Prior to December 2, 2020, given the absence of a public trading market, the Board considered numerous objective and subjective factors to determine the fair value of the Company’s Common Stock at each meeting at which awards were approved. These factors included, but were not limited to, (i) contemporaneous third-party valuations of Common Stock; (ii) the rights and preferences of Series A and Series X Preferred Stock relative to Common Stock; (iii) the lack of marketability of Common Stock; (iv) developments in the business; and (v) the likelihood of achieving a liquidity event, such as an IPO or sale of the Company, given prevailing market conditions. A summary of the Company’s stock option activity for the years ended December 31, 2020 and 2019 was as follows: Number of Weighted- Weighted- Aggregate Outstanding as of December 31, 2018 — $ — Granted 5,002,390 1.67 Forfeited (14,313) 1.67 Outstanding as of December 31, 2019 4,988,077 1.67 Granted 12,904,692 1.67 Forfeited (1,704,698) 1.67 Outstanding as of December 31, 2020 16,188,071 $ 1.67 9.35 $ 523,401 Vested and exercisable as of December 31, 2020 2,524,151 $ 1.67 8.87 $ 81,612 Vested and expected to vest as of December 31, 2020 16,188,071 $ 1.67 9.35 $ 523,401 The compensation cost recognized for options during the years ended December 31, 2020 and 2019 was $3.2 million and $0.2 million, respectively. The weighted-average grant date fair value per share of options granted during the year ended December 31, 2020 and 2019 was $0.98 and $0.68, respectively. The total fair value of options that vested during the year ended December 31, 2020 and 2019 was $1.4 million and $0.2 million. As of December 31, 2020, the Company had $11.2 million of unrecognized stock-based compensation expense related to the stock options. This cost is expected to be recognized over a weighted-average period of 2.04 years. Restricted Stock Prior to June 30, 2019, the Company granted restricted stock awards to employees. Recipients purchased the restricted stock on the grant date and the Company has the right to repurchase the restricted shares at the same price recipients paid to obtain those shares. The restrictions lapse solely based on continued service, and generally lapse over 4 years —25% on the first anniversary of the date of issuance, and the remaining 75% monthly over the remaining 36 months. At the grant date of the award, recipients of restricted stock are granted voting rights and receive dividends on unvested shares. No restricted stock awards have been granted after June 30, 2019. Employee restricted stock activity for the years ended December 31, 2020 and 2019 was as follows: Shares Weighted Average Outstanding as of December 31, 2018 22,849,169 $ 0.22 Granted 2,055,545 1.29 Forfeited (1,324,245) 0.53 Vested (17,333,998) 0.14 Outstanding as of December 31, 2019 6,246,471 0.80 Granted — — Forfeited (1,667,349) 0.86 Vested (2,770,458) 0.74 Outstanding as of December 31, 2020 1,808,664 1.15 The total fair value of restricted stock that vested during the year ended December 31, 2020 and 2019 was $2.2 million and $2.5 million, respectively. The compensation cost for restricted stock recognized for years ended December 31, 2020 and 2019 was $2.4 million and $2.4 million, respectively. As of December 31, 2020, the Company had $1.9 million of unrecognized stock-based compensation expense related to the restricted stock. This cost is expected to be recognized over a weighted-average period of 1.46 years. Non-employee awards The restricted stock disclosures above do not include non-employee awards. Non-employee awards vest over time based on service conditions similar to those of employees. Prior to adoption of ASU 2018-07 on January 1, 2019 the Company accounted for the non-employee awards in accordance with ASC 505, Equity , and remeasured the fair value of restricted stock each reporting period until the performance completion date. Total compensation cost for non-employee restricted stock for years ended December 31, 2020 and 2019 was $124,000 and $44,000, respectively. Unrecognized compensation cost for non-employee restricted stock as of December 31, 2020 is immaterial. This cost is expected to be recognized over a weighted average period of 1.29 years. Non-employee restricted stock activity for the years ended December 31, 2020 and 2019 was as follows: Shares Weighted Average Outstanding as of December 31, 2018 234,697 $ 0.11 Granted — — Forfeited — — Vested (207,449) 1.29 Outstanding as of December 31, 2019 27,248 1.29 Granted — — Forfeited (3,123) — Vested (16,898) 1.29 Outstanding as of December 31, 2020 7,227 1.29 Compensation expense Stock-based compensation expense by function was as follows (in thousands): Year Ended December 31, 2020 2019 Cost of sales $ 309 $ 92 Research and development 2,098 914 Sales and marketing 414 163 General and administrative 5,890 1,533 Total $ 8,711 $ 2,702 |
Retirement Plan
Retirement Plan | 12 Months Ended |
Dec. 31, 2020 | |
Retirement Benefits [Abstract] | |
Retirement Plan | Retirement PlanThe Company’s subsidiary, Black Forest Engineering (“BFE”), had a Simplified Employee Pension (SEP) defined-contribution savings plan. This plan covered all full-time employees of BFE that have been employed at least two of the immediately preceding five years and were over 21 years old. The Company provided contributions of up to 15% of each participant’s gross salary, yearly. The Company discontinued the SEP in June 2019. During the year ended December 31, 2019, the Company’s contribution to the SEP was $135,000. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The following table presents components of loss before income taxes for the periods presented (in thousands): Year Ended December 31, 2020 2019 Domestic $ (362,338) $ (94,718) Foreign 40 — Loss before income taxes $ (362,298) $ (94,718) The current and deferred provision for income taxes for 2020, and 2019 is zero due to the Company having a full valuation allowance. The reconciliation between the U.S. federal statutory income tax rate of 21% to the Company’s effective tax for the periods presented is as follows: Year Ended December 31, 2020 2019 U.S. federal provision at statutory rate 21.0 % 21.0 % State income taxes, net of federal benefit 0.7 2.9 Tax credits 0.6 1.9 Fair value of financial instruments (15.6) (6.8) Stock-based compensation expense (0.4) (0.6) Uncertain tax benefits (0.3) (0.9) Change in valuation allowance (6.0) (17.5) Effective tax rate 0.0 % 0.0 % The Company’s effective tax rates differ from the federal statutory rate primarily due to the change in valuation allowance, non-deductible stock-based compensation expense and the fair value on instruments treated as debt for GAAP and equity for tax purposes, which is not deductible for income tax purposes, for both 2020 and 2019. The Company’s deferred income tax assets and liabilities as of December 31, 2020 and 2019 were as follows (in thousands): Year Ended December 31, 2020 2019 Deferred tax assets: Net operating loss carry forward $ 62,346 $ 43,971 Tax credits 3,975 2,397 Accruals and reserves 3,323 1,671 Stock-based compensation expense 267 23 Other 2 2 Total deferred tax assets 69,913 48,064 Valuation allowance (69,222) (46,998) Total deferred tax asset 691 1,066 Deferred tax liabilities: Depreciation and amortization 691 1,066 Total deferred tax liabilities 691 1,066 Net deferred tax assets (liabilities) $ — $ — 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 history of losses incurred by the Company, management 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 full valuation allowance on its net deferred tax assets of $69.2 million and $47.0 million as of December 31, 2020 and 2019, respectively. No deferred tax liabilities for foreign withholding taxes have been recorded relating to the earnings of the Company’s foreign subsidiaries since all such earnings are intended to be indefinitely reinvested. The amount of the unrecognized deferred tax liability associated with these earnings is immaterial. Utilization of the net operating loss and tax credit carryforwards is 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 $241.6 million of U.S. federal net operating loss carryforwards available to reduce future taxable income, of which $198.9 million will be carried forward indefinitely for U.S. federal tax purposes and $42.7 million will expire beginning in 2035 to 2037. The Company also has $240.0 million of U.S. state net operating loss carryforwards that will expire beginning in 2035 to 2037. The Company also has federal and state research and development tax credit carryforwards of $8.0 million and $4.7 million as of December 31, 2020 and 2019, respectively. The federal and state research credit carryforwards will begin expiring in 2037. Unrecognized Tax Benefits The Company reports income tax related interest and penalties within its provision for income tax in its consolidated statements of operations. Similarly, the Company reports the reversal of income tax-related interest and penalties within its provision for income tax line item to the extent the Company resolves its liabilities for uncertain tax positions in a manner favorable to its accruals therefor. The Company had no interest and penalties accrued as of December 31, 2020 and 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 is a tabular reconciliation of the total amounts of unrecognized tax benefits (in thousands): Year Ended December 31, 2020 2019 Unrecognized tax benefits as of the beginning of the year $ 2,397 $ 1,473 Increases related to prior year tax positions 327 — Increase related to current year tax positions 1,251 924 Unrecognized tax benefits as of the end of the year $ 3,975 $ 2,397 None of the Company’s unrecognized tax benefits, if recognized, would affect the effective tax rate since the tax benefits would increase a deferred tax asset that is currently fully offset by a full valuation allowance. The Company and its subsidiaries file federal, state and foreign income tax returns. In the normal course of business, the Company is subject to examination by taxing authorities, for which the Company’s major tax jurisdictions are the United States and various states. The Company’s federal and state income tax returns from inception to December 31, 2020 remain subject to examination. |
Commitment and Contingencies
Commitment and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Leases The Company leases manufacturing equipment under non-cancelable capital leases expiring at various dates through November 2025. Amortization expense for the capital lease assets was immaterial for the years ended December 31, 2020 and December 31, 2019, respectively, and was included in depreciation expense. The Company also leases office and manufacturing facilities under non-cancelable operating leases expiring at various dates through September 2024. Rent expense related to operating leases was $7.6 million and $6.0 million for the years ended December 31, 2020 and 2019, respectively. As of December 31, 2020, future minimum lease payments under all noncancelable capital and operating leases with an initial lease term in excess of one year were as follows (in thousands): Capital Leases Operating Leases 2021 $ 331 $ 5,834 2022 240 6,172 2023 70 4,544 2024 28 746 2025 25 — Thereafter — — Total minimum lease payments 694 17,296 Less: amount representing interest 80 Capital lease obligations as of December 31, 2020 $ 614 Purchase Obligations The Company purchases goods and services from a variety of suppliers in the ordinary course of business. Purchase obligations are defined as agreements that are enforceable and legally binding and that specify all significant terms, including fixed or minimum quantities to be purchased, fixed, minimum, or variable price provisions, and the approximate timing of the transaction. The Company had purchase obligations primarily for purchases of inventory, R&D, and general and administrative activities totaling $9.8 million as of December 31, 2020, which is expected to be received within a year. General litigation From time to time, the Company is involved in actions, claims, suits and other proceedings in the ordinary course of business, including assertions by third parties relating to intellectual property infringement, breaches of contract or warranties or employment-related matters. When it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimate, the Company records a liability for such loss contingencies. The Company’s estimates regarding potential losses and materiality are based on the Company’s judgment and assessment of the claims utilizing currently available information. Although the Company will continue to reassess its reserves and estimates based on future developments, the Company’s objective assessment of the legal merits of such claims may not always be predictive of the outcome and actual results may vary from the Company’s current estimates. Dispute Settlement On June 29, 2018, a lawsuit was filed against a Company employee and the Company, alleging trade secret misappropriation, breach of fiduciary duty and breach of certain agreements relating to the employee’s departure from Plaintiff and joining the Company, and sought unspecified monetary damages. On July 13, 2020, the parties agreed to settle all outstanding litigation by entering into a settlement agreement. The terms of the agreement require the Company to pay $1.5 million in tranches to the plaintiff, through October 2021. The Company accrued this amount as settlement liability and recorded the related expense in general and administrative expenses in 2018. The remaining balance of the settlement liability was $1.0 million as of December 31, 2020. Supplier Contract On May 2, 2018, in order to manage manufacturer lead times and meet product forecasts, the Company committed to purchase certain components aggregating to $2.6 million. On August 14, 2020, to avoid possible losses due to technological obsolescence, the Company negotiated with the supplier a release from its obligation to purchase its components by agreeing to pay $1.1 million. The Company recognized this amount in cost of sales in the consolidated statement of operations for the year ended December 31, 2020. |
Segment and Customer Concentrat
Segment and Customer Concentration Information | 12 Months Ended |
Dec. 31, 2020 | |
Segment Reporting [Abstract] | |
Segment and Customer Concentration Information | Segment and Customer Concentration Information Reportable segments are (i) Autonomy Solutions and (ii) Component Sales. These segments reflect the way the CODM evaluates the Company’s business performance and manages its operations. Each segment has distinct product offerings, customers, and market penetration. The Chief Executive Officer is the CODM of the Company. Autonomy Solutions This segment manufactures and distributes commercial lidar sensors that measures distance using laser light to generate a highly accurate 3D map for automotive mobility applications. This segment is impacted by trends in and the strength of the autonomous vehicles and associated infrastructure/technology sector. Component Sales This segment is in the business of development of ultra-sensitive pixel-based sensors. This segment also designs, tests and provides consulting services for non-standard integrated circuits that are essential for systems to meet the requirement of customers. This segment is impacted by trends in and the strength of automobile and aeronautics sector as well as government spending in military and defense activities. The accounting policies of the operating segments are the same as those described in Note 2. Segment operating results and reconciliations to the Company’s consolidated balances are as follows (in thousands): Year ended December 31, 2020 Autonomy Component Total Eliminations (1) Total Revenue: Revenues from external customers $ 11,387 $ 2,564 $ 13,951 $ — $ 13,951 Revenues from internal customer 1,516 3,248 4,764 (4,764) — Total Revenue $ 12,903 $ 5,812 $ 18,715 $ (4,764) $ 13,951 Depreciation and amortization $ 2,395 $ 128 $ 2,523 $ (6) $ 2,517 Operating gain (loss) (86,661) (316) (86,977) 102 (86,875) Other significant items: Segment assets 511,676 2,975 514,651 (4,300) 510,351 Inventories, net 3,604 9 3,613 — 3,613 Year ended December 31, 2019 Autonomy Component Total Eliminations (1) Total Revenue: Revenues from external customers $ 9,666 $ 2,936 $ 12,602 $ — $ 12,602 Revenues from internal customer — 2,949 2,949 (2,949) — Total Revenue $ 9,666 $ 5,885 $ 15,551 $ (2,949) $ 12,602 Depreciation and amortization $ 2,135 $ 181 $ 2,316 $ — $ 2,316 Operating gain (loss) (62,874) 259 (62,615) — (62,615) Other significant items: Segment assets 52,171 2,218 54,389 (2,525) 51,864 Inventories, net 4,002 — 4,002 — 4,002 (1) Represent the eliminations of all intercompany balances and transactions during the period presented. One customer accounted for 64% of the Company’s revenue for the year ended December 31, 2020. One customer accounted for 43% of the Company’s revenue for the year ended 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 Consulting Fees In May 2017, the Company entered into a short-term lease agreement with a company controlled by the Chief Business Officer. Under the lease agreement, Luminar leases approximately 4,910 square feet of corporate housing. The Company incurred rent expense of $0 and $11,000 for December 2020 and December 31, 2019 respectively. Related Party Payable In February 2017, BFE entered into a five-year lease agreement with BFE Leasing LLC, a related party. Under the lease agreement, BFE leases approximately thirteen thousand square feet of office space in Colorado Springs, Colorado. As of December 31, 2020, future minimum lease payments total $0.5 million related to this facility. Rent expense was $0.3 million and $0.3 million for the years ended December 31, 2020 and 2019, respectively. During the year ended December 31, 2020, the former Chief Financial Officer separated from the Company and as per the terms of the release and separation agreement entered into with him, the unvested restricted stock granted are expected to be repurchased at the original purchase price which is immaterial. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events In preparing the audited consolidated financial statements as of December 31, 2020, the Company has evaluated subsequent events through April 14, 2021. Resale Prospectus On February 2, 2021, the Company filed a prospectus relating to the resale by certain Selling Shareholders of up to 181,247,830 shares of Class A common stock, including shares of Class A common stock issuable pursuant to the exercise of 6,666,666 Private Warrants. The Company will not receive any of the proceeds from the sales of Class A common stock by the Selling Shareholders or exercise of Private Warrants (assuming cashless exercise). The Company is bearing all costs, expenses and fees in connection with registration of these securities. Exercise and Redemption of Public Warrants On February 3, 2021, the Company announced that holders of its 13,333,309 outstanding public warrants to purchase shares of its Class A common stock (the “Public Warrants”), will have until March 5, 2021 to exercise their Public Warrants. The Public Warrants were exercisable for an aggregate of 13,333,309 shares of Class A common stock at a price of $11.50 per share. On March 10, 2021, the Company changed the previously announced redemption date of March 5, 2021 to a new redemption date of March 16, 2021 for the redemption of its outstanding Public Warrants. As of March 16, 2021, 3,589,645 Private Warrants and 13,128,671 Public Warrants were exercised, and the Company received $153.9 million in cash proceeds from the exercise of these warrants. Pursuant to the terms of the agreements governing the rights of the holders of the Public Warrants, the Company redeemed the remaining unexercised and outstanding 204,638 Public Warrants after March 16, 2021 for a redemption price of $0.01 per Public Warrant. As a result of the exercises of the Public and Private Warrants and the redemption of the remaining Public Warrants, $290.6 million of the $343.4 million recorded as warrant liabilities as of December 31, 2020 has been extinguished subsequent to December 31, 2020. The fair value as of December 31, 2020 of those warrants that have not yet been extinguished was $52.8 million. The Company had 3,077,021 Private Warrants and no Public Warrants, outstanding as of April 14, 2021. Filing of S-8 Registration Statement On February 26, 2021, the Company filed a registration statement on Form S-8 under the Securities Act of 1933, as amended, with the SEC (the “S-8 Registration Statement”). The S-8 Registration Statement registered a total of 85,949,156 shares of Class A common stock, which includes all shares issued or reserved for issuance under the Company’s 2015 Stock Plan (the “2015 Plan”), 2020 Equity Incentive Plan (the “2020 Plan”), 2020 Employee Stock Purchase Plan (the “ESPP”), and the Management Longer Term Equity Incentive Plan (the “MLTEIP”). Shares registered under the S-8 Registration Statement will generally be available for sale in the open market after the 180-day lock-up period, which began on December 2, 2020, the closing date of Business Combination. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Consolidation | Basis of Presentation and Consolidation The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding annual financial reporting. All intercompany transactions and balances have been eliminated in consolidation. Certain prior period amounts included in the consolidated financial statements have been reclassified to conform to current period presentation. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities, equity, revenues and expenses, and related disclosures. The significant estimates made by management include inventory reserves, warranty reserves, valuation allowance for deferred tax assets, valuation of warrants, revenue, stock-based compensation expense and other loss contingencies. Management periodically evaluates such estimates and they are adjusted prospectively based upon such periodic evaluation. Actual results could differ from those estimates. |
Segment Information | Segment InformationThe Company has determined its operating segments on the same basis that it uses to evaluate its performance internally. The Company has two business activities: (i) manufacturing and distribution of lidar sensors that measure distance using laser light to generate a highly accurate 3D map for automotive mobility applications and (ii) development of ultra-sensitive pixel-based sensors and designing, testing and providing consulting services for non-standard integrated circuits that are essential for systems to meet the requirement of customers. The Company’s operating segments are (i) Autonomy Solutions and (ii) Component Sales. The Company’s chief operating decision maker (“CODM”), its Chief Executive Office, reviews the operating results of these segments for the purpose of allocating resources and evaluating financial performance. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk, consist primarily of cash and cash equivalents, marketable investments and accounts receivable. A significant portion of the Company’s cash and cash equivalents is held at high-quality domestic financial institutions. Deposits held with the financial institutions may, at |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company’s cash and cash equivalents consist of highly liquid investments with maturities of three months or less at the time of purchase. The Company’s cash equivalents consist of investments in money market funds, U.S. treasury securities, U.S. agency securities, corporate bonds and commercial paper. |
Restricted Cash | Restricted Cash Restricted cash consists of funds that are contractually restricted as to usage or withdrawal due to legal agreements. The Company determines current or non-current classification of restricted cash based on the expected duration of the restriction. |
Marketable Securities | Debt Securities The Company’s debt securities consist of U.S agency securities and government sponsored securities, U.S. treasury securities, corporate bonds, commercial paper and asset-backed securities. The Company classifies its debt securities as available-for-sale at the time of purchase and reevaluates such designation as of each balance sheet date. The Company considers all debt securities as available for use to support current operations, including those with maturity dates beyond one year and are classified as current assets under marketable securities in the accompanying consolidated balance sheets. Debt securities included in marketable securities on the consolidated balance sheets consist of securities with original maturities greater than three months at the time of purchase. Debt securities are carried at fair value, with the unrealized gains and losses reported as a component of accumulated other comprehensive loss. Any realized gains or losses on the sale of debt securities are determined on a specific identification method, and such gains and losses are reflected as a component of other income (expense), net. |
Accounts Receivable | Accounts Receivable Accounts receivables are recorded at the invoiced amount and do not bear interest. The Company reviews the need for an allowance for doubtful accounts quarterly based on historical experience with each customer and the specifics of each customer arrangement. The Company did not have material write-offs in any period presented, and as of December 31, 2020 and 2019 did not record an allowance for doubtful accounts. |
Inventories | Inventories Inventories are valued at the lower of cost or net realizable value. The Company determines the cost of inventory using the standard-cost method, which approximates actual costs based on a first-in, first-out method. Net realizable value is determined as estimated selling prices in the ordinary course of business, less reasonably predictable costs of disposal and transportation. The Company assesses inventories quarterly for slow moving products and potential impairment, and records write-downs of inventories to cost of sales. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost less accumulated depreciation and amortization, and is depreciated using the straight-line method over the estimated useful lives of the assets as follows: Asset Category Estimated useful lives Computer hardware and software 3 to 5 years Demonstration units and fleet 2 to 5 years Machinery and equipment 5 to 7 years Furniture and fixtures 7 years Vehicles 5 years Leasehold improvements Shorter of useful life or lease term |
Goodwill | Goodwill The Company records goodwill when the consideration paid in a business combination exceeds the fair value of the net tangible assets and the identified intangible assets acquired. Goodwill is not amortized, but instead is required to be tested for impairment annually and whenever events or changes in circumstances indicate that the carrying value of goodwill may exceed its fair value. The Company reviews goodwill for impairment annually in its fourth quarter by initially considering qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill, as a basis for determining whether it is necessary to perform a quantitative analysis. If it is determined that it is more likely than not that the fair value of reporting unit is less than its carrying amount, a quantitative analysis is performed to identify goodwill impairment. |
Impairment of Long-Lived Assets | Impairment of Long-Lived AssetsThe Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. When such an event occurs, management determines whether there has been impairment by comparing the anticipated undiscounted future net cash flows to the related asset group’s carrying value. If an asset is considered impaired, the asset is written down to fair value, which is determined based either on discounted cash flows or appraised value, depending on the nature of the asset. |
Product Warranties | Product Warranties The Company typically provides a one-year warranty on its products. Estimated future warranty costs are accrued and charged to cost of sales 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. Provision for product warranties were immaterial in all periods presented. |
Debt | Debt The Company accounts for promissory notes payable using an amortized cost model pursuant to Accounting Standards Codification (“ASC”) 835, Interest . Debt issuance costs are amortized using the effective interest method over the contractual term of the note into interest expense. Debt discounts are presented on the consolidated balance sheets as a direct deduction from the carrying amount off that related debt. Debt modifications are evaluated using the guidance in ASC 470, Debt , to determine the treatment of the existing debt as well as costs and fees incurred in the modification based on the significance of changes in present value of cash flows for term debt and changes in borrowing capacity for revolving credit arrangements. |
Public and Private Warrants | Public and Private Warrants As part of Gores’ initial public offering on February 5, 2019, Gores issued to third party investors 40.0 million units, consisting of one share of Class A common stock of Gores and one-third of one warrant, at a price of $10.00 per unit. Each whole warrant entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50 per share (the “Public Warrants”). Simultaneously with the closing of the IPO, Gores completed the private sale of 6.667 million warrants to Gore’s sponsor at a purchase price of $1.50 per warrant (the “Private Warrants”). Each Private Warrant allows the sponsor to purchase one share of Class A common stock at $11.50 per share. Subsequent to the Business Combination, 13,333,309 Public Warrants and 6,666,666 Private Warrants remained outstanding as of December 31, 2020. The Private Warrants and the shares of common stock issuable upon the exercise of the Private Warrants are not transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Warrants are exercisable for cash or on a cashless basis, at the holder’s option, and are non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrant. The Company evaluated the Public and Private Warrants under ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity , and concluded that they do not meet the criteria to be classified in stockholders’ equity. Specifically, the exercise of the Public and Private Warrants may be settled in cash upon the occurrence of a tender offer or exchange that involves 50% or more of the Company’s Class A shareholders. Because not all of the Company’s shareholders need to participate in such tender offer or exchange to trigger the potential cash settlement and the Company does not control the occurrence of such an event, the Company concluded that the Public Warrants and Private Warrants do not meet the conditions to be classified in equity. Since the Public and Private Warrants meet the definition of a derivative under ASC 815, the Company recorded these warrants as liabilities on the balance sheet at fair value upon the closing of the Business Combination, with subsequent changes in their respective fair values recognized in the consolidate statement of operations and comprehensive income (loss) at each reporting date. |
Convertible Preferred Stock | Convertible Preferred Stock The Company classified its Series A and Series X convertible preferred stock outside of permanent equity as it contained terms that could force the Company to redeem the shares of such convertible preferred stock for cash or other assets upon the occurrence of an event not solely within the Company’s control. The shares of Series A and Series X convertible preferred stock were converted into Class A common stock upon consummation of the Business Combination. |
Revenue Recognition | Revenue Recognition In 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (ASC 606) (“New Revenue Standard”). The New Revenue Standard requires companies to recognize revenue in a way that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, the New Revenue Standard requires disclosures of the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The Company adopted the New Revenue Standard effective January 1, 2019 using the modified retrospective method and the cumulative effect was immaterial to the consolidated financial statements. The Company has elected to apply the transition method to contracts that are not completed as of January 1, 2019 (“open contracts”). See Note 4, Revenue, for additional information related to the adoption of ASC 606. There was no material impact of adopting ASC 606 on the financial results for the year ended December 31, 2019. Under ASC 606, the Company determines revenue recognition through the following steps: • Identifying the contract, or contracts, with the customer; • Identifying the performance obligations in the contract; • Determining the transaction price; • Allocating the transaction price to performance obligations in the contract; and • Recognizing revenue when, or as, the Company satisfies performance obligations by transferring the promised good or services. Nature of Products and Services and Revenue Recognition The Company’s revenue primarily comes from product sales of lidar sensors to direct customers and distributors and services to integrate Luminar lidar hardware and software for autonomy in vehicle platforms. Revenue from product sales is recognized at a point in time when control of the goods is transferred to the customer, generally occurring upon shipment or delivery dependent upon the terms of the underlying contract. For custom products that require engineering and development based on customer requirements, the Company recognizes revenue over time using an input method based on contract cost incurred to date compared to total estimated contract cost (cost-to-cost). Amounts billed to customers for shipping and handling are included in revenue. Some of Company’s arrangements provide either software embedded in hardware or occasionally, licenses to certain software products which are typically recognized at the time of transfer of control of either the underlying hardware or at the time when the licensing rights are provided. The obligations associated with any performance obligation to update the Company’s software were immaterial. Taxes collected from customers and remitted to governmental authorities are excluded from revenue on the net basis of accounting. For service projects, the Company generally contracts with customers based on hourly rates. Revenue is recognized as services are performed and amounts are earned in accordance with the terms of a contract at estimated collectible amounts. Expenses associated with performance of work may be reimbursed with a markup depending on contractual terms and are included in revenues. Reimbursements include billings for travel and other out-of-pocket expenses and third-party costs, such as equipment rentals, materials and subcontractor costs, which are included in cost of sales in the accompanying combined statement of operations. 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. The transactions to which the Company had to estimate standalone selling prices and allocate the arrangement consideration to multiple performance obligations were immaterial. 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. See Product Warranties for accounting policy on standard warranties. Other Policies, Judgments and Practical Expedients Contract balances. Contract assets and liabilities represent the differences in the timing of revenue recognition from the receipt of cash from the Company’s customers and billings. Contract assets reflect revenue recognized and performance obligations satisfied in advance of customer billing. Contract liabilities relates to payments received in advance of the satisfaction of performance under the contract. Receivable represents right to consideration that is unconditional. Such rights are considered unconditional if only the passage of time is required before payment of that consideration is due. 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. The Company has elected the optional exemption, which allows for the exclusion of the amounts for remaining performance obligations that are part of contracts with an original expected duration of one year or less. 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. 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 on a prospective basis where the remaining goods and services are distinct from the original items and on a cumulative catch-up basis when the remaining goods and services are not distinct from the original items. |
Cost of Sales | Cost of Sales The Company includes all manufacturing and sourcing costs incurred prior to the receipt of finished goods at its distribution facility in cost of sales. The cost of sales principally includes personnel-related costs (including certain engineering personnel), including stock-based compensation, directly associated with the Company’s manufacturing organization, direct costs, product costs, purchasing costs, allocation of overhead costs associated with manufacturing operations, inbound freight charges, insurance, inventory write-downs, warranty cost and depreciation and amortization expense associated with the manufacturing and sourcing operations. Cost of sales also includes the direct cost and appropriate allocation of overhead costs involved in execution of service contracts. |
Research and Development (R&D) | Research and Development (R&D) R&D expenses consist primarily of personnel-related expenses, consulting and contractor expenses, tooling and prototype materials to the extent no future benefit is expected and allocated overhead costs. Substantially all of the Company’s R&D expenses are related to developing new products and services and improving existing products and services. To date, R&D expenses have been expensed as incurred and included in the consolidated statements of operations. |
Stock-Based Compensation | Stock-based Compensation Employees The Company measures the cost of share-based awards granted to employees and directors based on the grant-date fair value of the awards. The grant-date fair value of the stock options is calculated using a Black-Scholes option pricing model. The grant-date fair value of restricted stock is calculated based on the fair value of the underlying common stock less cash proceeds paid by the recipient to acquire the restricted stock. The fair value of the stock-based compensation is recognized on a straight-line basis over the requisite service period, which is generally the vesting period of the award. The Company elected to recognize the effect of forfeitures in the period they occur. Non-Employees On January 1, 2019, the Company adopted Accounting Standards Update (ASU) 2018-07, Compensation—Stock Compensation (ASC 718): Improvements to Nonemployee Share-Based Payment Accounting . Under ASU 2018-07, the newly granted equity-classified non-employee awards are measured on the grant date using a fair-value based measure. Any outstanding non-employee awards that have not achieved a performance completion date as of the adoption of ASU 2018-07 are measured at the adoption date and not subsequently remeasured. Consistent with the intent of ASU 2018-07 to better align the accounting for employee and non-employee awards, the Company has recognized the compensation cost for non-employee awards on a straight-line basis after adoption of ASU 2018-07. There was no impact to equity or retained earnings upon adopting ASU 2018-07. On January 1, 2019, the Company adopted ASU 2019-08, Compensation—Stock Compensation (ASC 718). Following the adoption of ASU 2018-07, the Company measures any share-based payment awards to customers in accordance with ASC 718. Any equity classified awards are measured on the grant dates. The Company had no such outstanding awards as of the date of adoption of ASU 2019-08. |
Income Taxes | Income Taxes Income taxes are accounted under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the financial statement and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. The Company recognizes deferred tax assets to the extent that these assets are more likely than not to be realized. In making such a determination, all available positive and negative evidence are considered, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If it is determined that deferred tax assets would be realized in the future, in excess of their net recorded amount, an adjustment would be made to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. The Company records uncertain tax positions in accordance with ASC 740, Income Taxes, on the basis of a two-step process which includes (1) determining whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position, and (2) for those tax positions that meet the more-likely-than-not recognition threshold. Recognized income tax positions are measured at the largest amount of tax benefit that is more than 50% likely to be realized upon ultimate settlement with the related tax authority. The Company recognizes interest and penalties related to unrecognized tax benefits on the income tax expense line in the accompanying consolidated statement of operations. Accrued interest and penalties are included on the related tax liability line in the consolidated balance sheet. The Tax Cuts and Jobs Act ("TCJA") subjects a U.S. shareholder to tax on global intangible low-taxed income (“GILTI”) earned by certain foreign subsidiaries. Under GAAP, the Company can make an accounting policy election to either treat taxes due on the GILTI inclusion as a current period expense or factor such amounts into the Company’s measurement of deferred taxes. The Company elected to treat the GILTI inclusion as a period expense. |
Recent Accounting Pronouncements Not Yet Effective | Recent Accounting Pronouncements Not Yet Effective In February 2016, the Financial Accounting Standards Board (FASB) issued ASU 2016-02, Leases (ASC 842) , and since that date has issued subsequent amendments to the initial guidance intended to clarify certain aspects of the guidance and to provide certain practical expedients entities can elect upon adoption. The principle of ASU 2016-02 is that a lessee should recognize assets and liabilities that arise from leases. Lessees will need to recognize a right-of-use asset and a lease liability for all leases (other than leases that meet the definition of a short-term lease). The lease liability will be equal to the present value of lease payments. The right-of-use asset will be based on the liability. ASU 2016-02 requires leases to be classified as either operating or finance. Operating leases will result in a straight-line expense pattern while finance leases will result in a front-loaded expense pattern. ASU 2016-02 is effective for the Company beginning January 1, 2021. The Company will adopt ASC 842 using the modified retrospective approach and as a result will not restate prior periods. Based on the Company’s current lease portfolio, the Company preliminarily expects ASC 842 to have a material impact on its consolidated balance sheets primarily related to the recognition of operating lease assets and liabilities. The Company does not expect the adoption to have a material impact on the Company’s consolidated statement of operations. As the impact of this standard is noncash in nature, the Company does not anticipate its adoption having an impact on the Company’s consolidated statement of cash flows. In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (ASC 326) : Measurement of Credit Losses of Financial Instruments, which, together with subsequent amendments, amends the requirement on the measurement and recognition of expected credit losses for financial assets held. ASU 2016-13 will be effective for the Company beginning January 1, 2023, with early adoption permitted. The Company is currently in the process of evaluating the effects of this pronouncement on the Company’s financial statements and does not expect it to have a material impact on the consolidated financial statements. |
Fair Value Measurements | The Company carries cash equivalents, marketable investments, Public and Private Warrants, 2017 Warrants and 2018 Warrants at fair value. Fair value is based on the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: Level 1 — Observable inputs, which include unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 — Observable inputs other than Level 1 inputs, such as quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 — Unobservable inputs that are supported by little or no market activity and that are based on management’s assumptions, including fair value measurements determined by using pricing models, discounted cash flow methodologies or similar techniques. The Company determined the fair value of its Level 1 financial instruments, which are traded in active markets, using quoted market prices for identical instruments. Marketable investments classified within Level 2 of the fair value hierarchy are valued based on other observable inputs, including broker or dealer quotations, alternative pricing sources or U.S. Government Treasury yield of appropriate term. When quoted prices in active markets for identical assets or liabilities are not available, the Company relies on non-binding quotes from its investment managers, which are based on proprietary valuation models of independent pricing services. These models generally use inputs such as observable market data, quoted market prices for similar instruments, historical pricing trends of a security as relative to its peers. To validate the fair value determination provided by its investment managers, the Company reviews the pricing movement in the context of overall market trends and trading information from its investment managers. The Company performs routine procedures such as comparing prices obtained from independent source to ensure that appropriate fair values are recorded. Because the transfer of Private Warrants to anyone outside of a small group of individuals constituting the sponsors of Gores Metropoulos, Inc. would result in the Private Warrants having substantially the same terms as the Public Warrants, management determined that the fair value of each Private Warrant is the same as that of a Public Warrant, with an insignificant adjustment for short-term marketability restrictions. Accordingly, the Private Warrants are classified as Level 2 financial instruments. |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of Property and Equipment | Property and equipment are stated at cost less accumulated depreciation and amortization, and is depreciated using the straight-line method over the estimated useful lives of the assets as follows: Asset Category Estimated useful lives Computer hardware and software 3 to 5 years Demonstration units and fleet 2 to 5 years Machinery and equipment 5 to 7 years Furniture and fixtures 7 years Vehicles 5 years Leasehold improvements Shorter of useful life or lease term Property and equipment consisted of the following (in thousands): December 31, 2020 2019 Computer hardware and software $ 2,450 $ 2,992 Demonstration fleet and demonstration units 1,821 1,603 Machinery and equipment 5,940 5,321 Furniture and fixtures 293 325 Vehicles 835 902 Leasehold improvements 791 821 Construction in progress 1,410 465 Total property and equipment 13,540 12,429 Accumulated depreciation and amortization (5,851) (4,562) Total property and equipment, net $ 7,689 $ 7,867 |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | Total revenue based on the disaggregation criteria described above are as follows (in thousands): Year Ended December 31, 2020 2019 Revenue % of Revenue Revenue % of Revenue Revenue by primary geographical market: North America $ 4,010 29 % $ 10,453 83 % Asia Pacific 906 6 % 469 4 % Europe and Middle East 9,035 65 % 1,680 13 % Total 13,951 100 % 12,602 100 % Revenue by timing of recognition: Recognized at a point in time 2,639 19 % 9,666 77 % Recognized over time 11,312 81 % 2,936 23 % Total 13,951 100 % 12,602 100 % Revenue by segment: Autonomy Solutions 11,387 82 % 9,666 77 % Component Sales 2,564 18 % 2,936 23 % Total 13,951 100 % 12,602 100 % |
Schedule of Opening and Closing Balances of Contract Liabilities and Significant Changes in Contract Liabilities | The significant changes in contract liabilities balances consisted of the following (in thousands): December 31, 2020 2019 Beginning balance $ 225 $ — Revenue recognized that was included in the contract liabilities beginning balance (225) — Increase due to cash received and not recognized as revenue and billings in excess of revenue recognized during the period 2,284 225 Ending balance $ 2,284 $ 225 |
Investments (Tables)
Investments (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Investments, Debt and Equity Securities [Abstract] | |
Debt Securities, Available-for-sale | The Company’s investments in debt securities consisted of the following as of December 31, 2020 and 2019 (in thousands): December 31, 2020 Cost Gross Gross Fair Value U.S. Treasury $ 155,339 $ 14 $ (6) $ 155,347 U.S. agency and government sponsored securities 19,996 — — 19,996 Commercial paper 182,218 6 (4) 182,220 Corporate bonds 45,431 21 (2) 45,450 Asset-backed securities 7,012 6 — 7,018 Total debt securities $ 409,996 $ 47 $ (12) $ 410,031 Included in cash and cash equivalents $ 133,319 $ 4 $ (2) $ 133,321 Included in marketable securities $ 276,677 $ 43 $ (10) $ 276,710 December 31, 2019 Cost Gross Gross Fair Value U.S. Treasury $ 749 $ — $ — $ 749 U.S. agency and government sponsored securities 1,398 — — 1,398 Commercial paper 20,183 1 (1) 20,183 Corporate bonds 3,474 — (1) 3,473 Total debt securities $ 25,804 $ 1 $ (2) $ 25,803 Included in cash and cash equivalents $ 19,144 $ 1 $ (1) $ 19,144 Included in marketable securities $ 6,660 $ — $ (1) $ 6,659 |
Schedule of Gross Unrealized Losses and the Fair Value for Marketable Investments | The following table presents the gross unrealized losses and the fair value for those debt securities that were in an unrealized loss position for less than 12 months as of December 31, 2020 and 2019 (in thousands): December 31, 2020 December 31, 2019 Gross Fair Value Gross Fair Value U.S. Treasury $ (6) $ 65,298 $ — $ — Commercial paper (4) 47,629 (1) 13,422 Corporate bonds (2) 15,575 (1) 2,872 Total $ (12) $ 128,502 $ (2) $ 16,294 |
Financial Statement Components
Financial Statement Components (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Cash and Cash Equivalents | Cash and cash equivalents consisted of the following (in thousands): December 31, 2020 2019 Cash $ 10,652 $ 5,676 Money market funds 64,971 2,260 U.S. Treasury 24,999 — U.S. agency securities — 1,398 Commercial paper 108,322 16,971 Corporate bonds — 775 Total cash and cash equivalents $ 208,944 $ 27,080 |
Schedule of Inventories | Inventories consisted of the following (in thousands): December 31, 2020 2019 Raw materials $ 625 $ 1,998 Work-in-process 52 1,376 Finished goods 2,936 628 Total inventories, net $ 3,613 $ 4,002 |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consisted of the following (in thousands): December 31, 2020 2019 Prepaid expenses $ 1,073 $ 817 Advance payments to vendors 961 666 Prepaid rent and other 503 12 Other receivables 2,260 329 Total prepaid expenses and other current assets $ 4,797 $ 1,824 |
Schedule of Property and Equipment | Property and equipment are stated at cost less accumulated depreciation and amortization, and is depreciated using the straight-line method over the estimated useful lives of the assets as follows: Asset Category Estimated useful lives Computer hardware and software 3 to 5 years Demonstration units and fleet 2 to 5 years Machinery and equipment 5 to 7 years Furniture and fixtures 7 years Vehicles 5 years Leasehold improvements Shorter of useful life or lease term Property and equipment consisted of the following (in thousands): December 31, 2020 2019 Computer hardware and software $ 2,450 $ 2,992 Demonstration fleet and demonstration units 1,821 1,603 Machinery and equipment 5,940 5,321 Furniture and fixtures 293 325 Vehicles 835 902 Leasehold improvements 791 821 Construction in progress 1,410 465 Total property and equipment 13,540 12,429 Accumulated depreciation and amortization (5,851) (4,562) Total property and equipment, net $ 7,689 $ 7,867 |
Schedule of Property and Equipment Capitalized Under Capital Lease Obligations | Property and equipment capitalized under capital lease obligations consisted of the following (in thousands): December 31, 2020 2019 Computer hardware and software $ 88 $ 88 Machinery and equipment 838 491 Total property and equipment capitalized under capital lease obligations 926 579 Less: accumulated depreciation and amortization (219) (71) Total $ 707 $ 508 |
Schedule of Goodwill | The carrying amount of goodwill allocated to the Company’s reportable segments was as follows (in thousands): Autonomy Solutions Other Component Total As of December 31, 2020 $ 687 $ 14 $ 701 As of December 31, 2019 $ 687 $ 14 $ 701 |
Schedule of Other Noncurrent Assets | Other non-current assets consisted of the following (in thousands): December 31, 2020 2019 Security deposits $ 1,106 $ 1,793 Other non-current assets 45 36 Total other non-current assets $ 1,151 $ 1,829 |
Schedule of Accrued and Other Current Liabilities | Accrued and other current liabilities consisted of the following (in thousands): December 31, 2020 2019 Accrued expenses $ 3,998 $ 2,049 Warranty liabilities 259 267 Contract liabilities 2,284 225 Accrued compensation and benefits 3,071 823 Contract losses 558 — Capital lease liabilities and other, current 282 162 Total accrued and other current liabilities $ 10,452 $ 3,526 |
Schedule of Other Non-Current Liabilities | Other non-current liabilities consisted of the following (in thousands): December 31, 2020 2019 Deferred rent $ 826 $ 1,106 Capital lease liabilities, non-current 492 295 Total other non-current liabilities $ 1,318 $ 1,401 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Outstanding Balances | The table below summarizes the outstanding balances recorded for the Notes (in thousands): December 31, 2020 2019 2017 Notes Principal Outstanding $ — $ 5,304 Unamortized discount (2017 Notes) — (56) 2018 Notes — 2,707 Unamortized discount (2018 Notes) — (81) Net carrying amount — 7,874 Less: current portion — 6,459 Non-current portion $ — $ 1,415 The following table summarizes the outstanding balances recorded for other debt (in thousands): December 31, 2020 2019 Vehicle loan $ 52 $ 45 Additional Equipment Loan 349 146 Total 401 191 Less: current portion 99 51 Non-current portion $ 302 $ 140 |
Schedule of Principal Maturity for Long-Term Debt Outstanding | Following is the principal maturity schedule for long-term debt outstanding as of December 31, 2020 (in thousands): Amount 2021 $ 99 2022 101 2023 91 2024 58 2025 52 Total 401 Less unamortized debt cost — Long-term debt $ 401 |
2017, 2018 and 2020 Warrants (T
2017, 2018 and 2020 Warrants (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Warrants and Rights Note Disclosure [Abstract] | |
Schedule of Fair Values for Outstanding Warrants | The Company determined the following fair values for the outstanding warrants (in thousands): December 31, 2020 2019 2017 Warrants $ — $ 1,035 2018 Warrants — 87 Total $ — $ 1,122 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Assets and Liabilities Subject to Fair Value Measurements on a Recurring Basis and the Level of Inputs Used | The Company’s financial assets and liabilities subject to fair value measurements on a recurring basis and the level of inputs used for such measurements were as follows (in thousands): Fair Value (in thousands) Measured as of Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $ 64,971 $ — $ — $ 64,971 U.S. Treasury 24,999 — — 24,999 Commercial paper — 108,322 — 108,322 Total cash equivalents $ 89,970 $ 108,322 $ — $ 198,292 Marketable investments: U.S. Treasury $ 130,348 $ — $ — $ 130,348 U.S. agency and government sponsored securities — 19,996 — 19,996 Commercial paper — 73,898 — 73,898 Corporate bonds — 45,450 — 45,450 Asset-backed securities — 7,018 — 7,018 Total marketable investments $ 130,348 $ 146,362 $ — $ 276,710 Liabilities: Public Warrants $ 228,933 $ — $ — $ 228,933 Private Warrants — 114,467 — 114,467 Total warrant liabilities $ 228,933 $ 114,467 $ — $ 343,400 Fair Value (in thousands) Measured as of Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $ 2,260 $ — $ — $ 2,260 U.S. agency securities — 1,398 — 1,398 Commercial paper — 16,971 — 16,971 Corporate bonds — 775 — 775 Total cash equivalents $ 2,260 $ 19,144 $ — $ 21,404 Marketable investments: U.S. Treasury $ 749 $ — $ — $ 749 Commercial paper — 3,212 — 3,212 Corporate bonds — 2,698 — 2,698 Total marketable investments $ 749 $ 5,910 $ — $ 6,659 Liabilities: 2017 Warrants $ — $ — $ 1,035 $ 1,035 2018 Warrants — — 87 87 Total warrant liabilities $ — $ — $ 1,122 $ 1,122 |
Schedule of Changes in Level 3 Liabilities Measured at Fair Value | The following table presents changes in Level 3 liabilities measured at fair value for the years ended December 31, 2019 (in thousands): SAFEs 2017 2018 Balance-beginning of year $ 122,588 $ 808 $ 58 Additions 37,379 — — Exercise or conversion (184,182) — — Measurement adjustments 24,215 227 29 Balance-end of year $ — $ 1,035 $ 87 The following table presents changes in Level 3 liabilities measured at fair value for the years ended December 31, 2020 (in thousands): 2017 2018 2020 Balance-beginning of year $ 1,035 $ 87 $ — Additions — — 1,728 Exercise or conversion (13,714) (1,700) (14,698) Measurement adjustments 12,679 1,613 12,970 Balance-end of year $ — $ — $ — |
Convertible Preferred Stock (Ta
Convertible Preferred Stock (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Temporary Equity Disclosure [Abstract] | |
Schedule of Temporary Equity | The original issue price and the liquidation value, as of December 2, 2020, of each class of preferred stock were as follows: Shares Shares Per Share Series A 30,374,645 22,638,795 $ 3.18 Series A-1 2,226,013 2,226,013 1.12 Series A-2 18,030,728 18,030,728 1.11 Series A-3 3,047,168 3,047,168 1.31 Series A-4 679,188 679,188 1.47 Series A-5 1,877,184 1,691,162 1.48 Series A-6 3,372,566 3,372,566 2.22 Series A-7 19,896,476 19,896,476 2.54 Series A-8 5,258,501 5,258,501 2.70 Series A-9 10,205,127 10,205,127 2.86 Series A-10 3,445,914 3,445,914 3.02 Series A-11 4,326,513 4,326,513 0.39 Series X 20,077,073 18,457,230 9.96 follows: Conversion price Series A $ 3.18 Series A-1 1.12 Series A-2 1.11 Series A-3 1.31 Series A-4 1.47 Series A-5 1.48 Series A-6 2.22 Series A-7 2.54 Series A-8 2.70 Series A-9 2.86 Series A-10 3.02 Series A-11 1.78 Series X 9.96 The following table summarizes the calculation of the BCF as of the commitment dates of the Preferred Stock: Commitment Date Series Type of Consideration Effective Fair value Number of BCF 6/24/2019 A Cash $ 3.18 $ 1.36 8,833,786 $ — 6/24/2019 A Settlement of SAFEs 3.18 1.36 1,024,569 — 6/24/2019 A-1 Settlement of SAFEs 1.12 1.36 2,226,013 536,000 6/24/2019 A-2 Settlement of SAFEs 1.11 1.36 18,030,728 4,590,000 6/24/2019 A-3 Settlement of SAFEs 1.31 1.36 3,047,168 156,000 6/24/2019 A-4 Settlement of SAFEs 1.47 1.36 679,188 — 6/24/2019 A-5 Settlement of SAFEs 1.48 1.36 1,691,162 — 6/24/2019 A-6 Settlement of SAFEs 2.22 1.36 3,372,566 — 6/24/2019 A-7 Settlement of SAFEs 2.54 1.36 19,896,477 — 6/24/2019 A-8 Settlement of SAFEs 2.70 1.36 5,258,501 — 6/24/2019 A-9 Settlement of SAFEs 2.86 1.36 10,205,127 — 6/24/2019 A-10 Settlement of SAFEs 3.02 1.36 3,445,914 — 6/24/2019 A-11 Settlement of Note 1.78 1.36 4,326,513 — 6/26/2019 A Cash 3.18 1.36 9,443,212 — 7/15/2019 A Cash 3.18 1.36 157,382 — 8/24/2020 to 10/22/2020 X Cash 9.96 10.33 18,457,230 6,757,000 $ 12,039,000 |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table sets forth the computation of basic and diluted loss for the years ended December 31, 2020 and 2019 as follows: (in thousands, except for share and per share amounts): December 31, 2020 2019 Numerator: Net loss $ (362,298) $ (94,718) Deemed dividend attributable to BCF accretion (6,757) (5,282) Net loss attributable to common shareholders $ (369,055) $ (100,000) Denominator: Weighted average Common shares outstanding- Basic 145,096,996 118,835,912 Dilutive effect of potential common shares — — Weighted average Common shares outstanding- Diluted 145,096,996 118,835,912 Net loss per shares attributable to Common shareholders- Basic and Diluted $ (2.54) $ (0.84) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following table presents the potential shares of Common Stock outstanding that were excluded from the computation of diluted net loss per share of common stock as of the periods presented because including them would have been antidilutive: December 31, 2020 2019 Warrants 24,089,255 971,626 Stock Options 16,188,071 4,988,077 Restricted Stock 1,815,891 6,273,719 Series A Convertible Preferred Stock — 94,818,151 Founders Preferred Stock — 26,206,837 Earn-out Shares 25,818,744 — Total 67,911,961 133,258,410 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Stock Option Valuation Assumptions | The fair value of stock option awards in 2020 and 2019 was determined on the grant date using the Black-Scholes valuation model based on the following assumptions: 2020 2019 Expected term (years) (1) 5.96 – 6.02 5.27 – 6.02 Current stock value $1.67 – $5.64 $1.28 – $1.67 Expected volatility (2) 49.3% – 51.9% 44.6% – 49.3% Risk-free interest rate (3) 0.4% – 1.8% 1.6% – 1.9% Dividend yield (4) 0 % 0 % (1) The expected term is the length of time the grant is expected to be outstanding before it is exercised or terminated. This number is calculated as the midpoint between the vesting term and the original contractual term (contractual period to exercise). If the option contains graded vesting, then the vesting term would be based on the vesting pattern. (2) Volatility, or the standard deviation of annualized returns, was calculated based on comparable companies’ reported volatilities. (3) Risk free rate was obtained from US treasury notes for the expected terms noted as of the valuation date. (4) The Company has assumed a dividend yield of zero as it has no plans to declare dividends in the foreseeable future. |
Schedule of Stock Option Activity | A summary of the Company’s stock option activity for the years ended December 31, 2020 and 2019 was as follows: Number of Weighted- Weighted- Aggregate Outstanding as of December 31, 2018 — $ — Granted 5,002,390 1.67 Forfeited (14,313) 1.67 Outstanding as of December 31, 2019 4,988,077 1.67 Granted 12,904,692 1.67 Forfeited (1,704,698) 1.67 Outstanding as of December 31, 2020 16,188,071 $ 1.67 9.35 $ 523,401 Vested and exercisable as of December 31, 2020 2,524,151 $ 1.67 8.87 $ 81,612 Vested and expected to vest as of December 31, 2020 16,188,071 $ 1.67 9.35 $ 523,401 |
Schedule of Restricted Stock Activity | Employee restricted stock activity for the years ended December 31, 2020 and 2019 was as follows: Shares Weighted Average Outstanding as of December 31, 2018 22,849,169 $ 0.22 Granted 2,055,545 1.29 Forfeited (1,324,245) 0.53 Vested (17,333,998) 0.14 Outstanding as of December 31, 2019 6,246,471 0.80 Granted — — Forfeited (1,667,349) 0.86 Vested (2,770,458) 0.74 Outstanding as of December 31, 2020 1,808,664 1.15 Non-employee restricted stock activity for the years ended December 31, 2020 and 2019 was as follows: Shares Weighted Average Outstanding as of December 31, 2018 234,697 $ 0.11 Granted — — Forfeited — — Vested (207,449) 1.29 Outstanding as of December 31, 2019 27,248 1.29 Granted — — Forfeited (3,123) — Vested (16,898) 1.29 Outstanding as of December 31, 2020 7,227 1.29 |
Schedule of Stock-based Compensation Expense by Function | Stock-based compensation expense by function was as follows (in thousands): Year Ended December 31, 2020 2019 Cost of sales $ 309 $ 92 Research and development 2,098 914 Sales and marketing 414 163 General and administrative 5,890 1,533 Total $ 8,711 $ 2,702 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of Loss Before Income Taxes | The following table presents components of loss before income taxes for the periods presented (in thousands): Year Ended December 31, 2020 2019 Domestic $ (362,338) $ (94,718) Foreign 40 — Loss before income taxes $ (362,298) $ (94,718) |
Schedule of Effective Tax Rate | The reconciliation between the U.S. federal statutory income tax rate of 21% to the Company’s effective tax for the periods presented is as follows: Year Ended December 31, 2020 2019 U.S. federal provision at statutory rate 21.0 % 21.0 % State income taxes, net of federal benefit 0.7 2.9 Tax credits 0.6 1.9 Fair value of financial instruments (15.6) (6.8) Stock-based compensation expense (0.4) (0.6) Uncertain tax benefits (0.3) (0.9) Change in valuation allowance (6.0) (17.5) Effective tax rate 0.0 % 0.0 % |
Schedule of Deferred 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): Year Ended December 31, 2020 2019 Deferred tax assets: Net operating loss carry forward $ 62,346 $ 43,971 Tax credits 3,975 2,397 Accruals and reserves 3,323 1,671 Stock-based compensation expense 267 23 Other 2 2 Total deferred tax assets 69,913 48,064 Valuation allowance (69,222) (46,998) Total deferred tax asset 691 1,066 Deferred tax liabilities: Depreciation and amortization 691 1,066 Total deferred tax liabilities 691 1,066 Net deferred tax assets (liabilities) $ — $ — |
Schedule of Reconciliation of the Total Amounts of Unrecognized Tax Benefits | The following is a tabular reconciliation of the total amounts of unrecognized tax benefits (in thousands): Year Ended December 31, 2020 2019 Unrecognized tax benefits as of the beginning of the year $ 2,397 $ 1,473 Increases related to prior year tax positions 327 — Increase related to current year tax positions 1,251 924 Unrecognized tax benefits as of the end of the year $ 3,975 $ 2,397 |
Commitment and Contingencies (T
Commitment and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Lease Payments Under All Noncancelable Capital and Operating Leases | As of December 31, 2020, future minimum lease payments under all noncancelable capital and operating leases with an initial lease term in excess of one year were as follows (in thousands): Capital Leases Operating Leases 2021 $ 331 $ 5,834 2022 240 6,172 2023 70 4,544 2024 28 746 2025 25 — Thereafter — — Total minimum lease payments 694 17,296 Less: amount representing interest 80 Capital lease obligations as of December 31, 2020 $ 614 |
Schedule of Future Minimum Lease Payments Under All Noncancelable Capital and Operating Leases | As of December 31, 2020, future minimum lease payments under all noncancelable capital and operating leases with an initial lease term in excess of one year were as follows (in thousands): Capital Leases Operating Leases 2021 $ 331 $ 5,834 2022 240 6,172 2023 70 4,544 2024 28 746 2025 25 — Thereafter — — Total minimum lease payments 694 17,296 Less: amount representing interest 80 Capital lease obligations as of December 31, 2020 $ 614 |
Segment and Customer Concentr_2
Segment and Customer Concentration Information (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Segment Reporting [Abstract] | |
Schedule of Segment Operating Results and Reconciliations to the Consolidated Balances | The accounting policies of the operating segments are the same as those described in Note 2. Segment operating results and reconciliations to the Company’s consolidated balances are as follows (in thousands): Year ended December 31, 2020 Autonomy Component Total Eliminations (1) Total Revenue: Revenues from external customers $ 11,387 $ 2,564 $ 13,951 $ — $ 13,951 Revenues from internal customer 1,516 3,248 4,764 (4,764) — Total Revenue $ 12,903 $ 5,812 $ 18,715 $ (4,764) $ 13,951 Depreciation and amortization $ 2,395 $ 128 $ 2,523 $ (6) $ 2,517 Operating gain (loss) (86,661) (316) (86,977) 102 (86,875) Other significant items: Segment assets 511,676 2,975 514,651 (4,300) 510,351 Inventories, net 3,604 9 3,613 — 3,613 Year ended December 31, 2019 Autonomy Component Total Eliminations (1) Total Revenue: Revenues from external customers $ 9,666 $ 2,936 $ 12,602 $ — $ 12,602 Revenues from internal customer — 2,949 2,949 (2,949) — Total Revenue $ 9,666 $ 5,885 $ 15,551 $ (2,949) $ 12,602 Depreciation and amortization $ 2,135 $ 181 $ 2,316 $ — $ 2,316 Operating gain (loss) (62,874) 259 (62,615) — (62,615) Other significant items: Segment assets 52,171 2,218 54,389 (2,525) 51,864 Inventories, net 4,002 — 4,002 — 4,002 (1) Represent the eliminations of all intercompany balances and transactions during the period presented. |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies - Concentration of Credit Risk (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | ||
Cash held in foreign entities | $ 0.6 | $ 0 |
Largest Customer | Accounts Receivable | Customer Concentration Risk | ||
Concentration Risk [Line Items] | ||
Percentage of accounts receivable (as percent) | 86.00% | |
Customer One | Accounts Receivable | Customer Concentration Risk | ||
Concentration Risk [Line Items] | ||
Percentage of accounts receivable (as percent) | 31.00% | |
Customer Two | Accounts Receivable | Customer Concentration Risk | ||
Concentration Risk [Line Items] | ||
Percentage of accounts receivable (as percent) | 15.00% | |
Customer Three | Accounts Receivable | Customer Concentration Risk | ||
Concentration Risk [Line Items] | ||
Percentage of accounts receivable (as percent) | 11.00% |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies - Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Computer hardware and software | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life (in years) | 3 years |
Computer hardware and software | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life (in years) | 5 years |
Demonstration units and fleet | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life (in years) | 2 years |
Demonstration units and fleet | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life (in years) | 5 years |
Machinery and equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life (in years) | 5 years |
Machinery and equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life (in years) | 7 years |
Furniture and fixtures | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life (in years) | 7 years |
Vehicles | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life (in years) | 5 years |
Basis of Presentation and Sum_6
Basis of Presentation and Summary of Significant Accounting Policies - Impairment of Long-Lived Assets (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | ||
Impairment of long-lived assets | $ 0 | $ 0 |
Basis of Presentation and Sum_7
Basis of Presentation and Summary of Significant Accounting Policies - Public and Private Warrants (Details) - $ / shares | Feb. 05, 2019 | Dec. 31, 2020 |
Class of Warrant or Right [Line Items] | ||
Percentage of Class A shareholders | 50.00% | |
Public Warrants | ||
Class of Warrant or Right [Line Items] | ||
Warrants outstanding (in shares) | 13,333,309 | |
Private Warrants | ||
Class of Warrant or Right [Line Items] | ||
Warrants outstanding (in shares) | 6,666,666 | |
Gores Metropoulos | Public Warrants | Class A Common Stock | ||
Class of Warrant or Right [Line Items] | ||
Stock price of warrants (in dollars per share) | $ 11.50 | |
Gores Metropoulos | Private Warrants | Class A Common Stock | ||
Class of Warrant or Right [Line Items] | ||
Stock price of warrants (in dollars per share) | $ 11.50 | |
IPO | Gores Metropoulos | ||
Class of Warrant or Right [Line Items] | ||
Sale of stock (in shares) | 40,000,000 | |
Sale of stock, number of shares of common stock per unit (in shares) | 1 | |
Sale of stock, number of warrants per unit (in shares) | 0.3333 | |
Sale of stock, price per share (in dollars per share) | $ 10 | |
Private Placement | Gores Metropoulos | Private Warrants | ||
Class of Warrant or Right [Line Items] | ||
Sale of stock (in shares) | 6,667,000 | |
Sale of stock, price per share (in dollars per share) | $ 1.50 |
Basis of Presentation and Sum_8
Basis of Presentation and Summary of Significant Accounting Policies - Revenue Recognition (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | ||
Contract loss | $ 0.9 | $ 0 |
Business Combination - Narrativ
Business Combination - Narrative (Details) $ / shares in Units, $ in Thousands | Dec. 02, 2020USD ($)triggeringEvent$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 03, 2020$ / sharesshares | Dec. 31, 2018shares |
Business Acquisition [Line Items] | |||||
Common stock, shares issued (in shares) | 323,936,240 | ||||
Common stock, shares outstanding (in shares) | 323,936,240 | ||||
Granted (in shares) | 12,904,692 | 5,002,390 | |||
Estimated fair value of the potential earn-out shares | $ | $ 587,700 | ||||
Increase in cash from business combination | $ | $ 380,601 | $ 0 | |||
Warrant liabilities | $ | 343,400 | 1,122 | |||
Change in fair value of warrant liabilities | $ | 268,266 | $ 256 | |||
Level 3 | Price Volatility | |||||
Business Acquisition [Line Items] | |||||
Earn out shares, measurement input | 0.585 | ||||
Level 3 | Expected Term | |||||
Business Acquisition [Line Items] | |||||
Earn out shares, measurement input | 5.5 | ||||
Private And Public Warrants | |||||
Business Acquisition [Line Items] | |||||
Warrant liabilities | $ | 343,400 | ||||
Change in fair value of warrant liabilities | $ | $ 241,000 | ||||
Gores Metropoulos | |||||
Business Acquisition [Line Items] | |||||
Aggregate number of Class A and Class B Common Stock shares entitled to stockholders (in shares) | 25,818,744 | ||||
Number of triggering events | triggeringEvent | 6 | ||||
Exchange ratio (in dollars per share) | $ / shares | $ 13.63094 | ||||
Increase in cash from business combination | $ | $ 380,600 | ||||
Transaction costs | $ | $ 17,200 | ||||
Stock redeemed (in shares) | 18,651 | ||||
Stock redeemed, redemption price (in dollars per share) | $ / shares | $ 10.16 | ||||
Gores Metropoulos | Private And Public Warrants | |||||
Business Acquisition [Line Items] | |||||
Liability recorded related to warrants from business combination | $ | $ 102,400 | ||||
Class A Common Stock | |||||
Business Acquisition [Line Items] | |||||
Common stock, shares issued (in shares) | 218,818,037 | 139,635,890 | 218,818,037 | ||
Common stock, shares outstanding (in shares) | 218,818,037 | 134,677,419 | 218,818,037 | ||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Granted (in shares) | 16,224,474 | ||||
Conversion of warrants into securities (in shares) | 4,089,280 | ||||
Class A Common Stock | Minimum | |||||
Business Acquisition [Line Items] | |||||
Threshold stock price trigger (in dollars per share) | $ / shares | $ 13 | ||||
Class A Common Stock | Maximum | |||||
Business Acquisition [Line Items] | |||||
Threshold stock price trigger (in dollars per share) | $ / shares | $ 28 | ||||
Class A Common Stock | Common Stock | |||||
Business Acquisition [Line Items] | |||||
Common stock, shares outstanding (in shares) | 218,818,037 | 139,635,890 | 134,337,450 | ||
Shares issued to acquiree shareholders (in shares) | 49,981,349 | ||||
Class A Common Stock | Gores Metropoulos | Common Stock | |||||
Business Acquisition [Line Items] | |||||
Shares issued to acquiree shareholders (in shares) | 49,981,349 | ||||
Class B Common Stock | |||||
Business Acquisition [Line Items] | |||||
Common stock, shares issued (in shares) | 105,118,203 | 0 | 105,118,203 | ||
Common stock, shares outstanding (in shares) | 105,118,203 | 0 | 105,118,203 | ||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Class B Common Stock | Common Stock | |||||
Business Acquisition [Line Items] | |||||
Common stock, shares outstanding (in shares) | 105,118,203 | 0 | 0 |
Revenue - Schedule of Disaggreg
Revenue - Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 13,951 | $ 12,602 |
Revenue from contract with customer benchmark | Geographic Concentration Risk | ||
Disaggregation of Revenue [Line Items] | ||
Percentage of revenue (as percent) | 100.00% | 100.00% |
Revenue from contract with customer benchmark | Revenue Recognition Timing Concentration Risk | ||
Disaggregation of Revenue [Line Items] | ||
Percentage of revenue (as percent) | 100.00% | 100.00% |
Revenue from contract with customer benchmark | Segment Concentration Risk | ||
Disaggregation of Revenue [Line Items] | ||
Percentage of revenue (as percent) | 100.00% | 100.00% |
Autonomy Solutions | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 11,387 | $ 9,666 |
Autonomy Solutions | Revenue from contract with customer benchmark | Segment Concentration Risk | ||
Disaggregation of Revenue [Line Items] | ||
Percentage of revenue (as percent) | 82.00% | 77.00% |
Component Sales | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 2,564 | $ 2,936 |
Component Sales | Revenue from contract with customer benchmark | Segment Concentration Risk | ||
Disaggregation of Revenue [Line Items] | ||
Percentage of revenue (as percent) | 18.00% | 23.00% |
Recognized at a point in time | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 2,639 | $ 9,666 |
Recognized at a point in time | Revenue from contract with customer benchmark | Revenue Recognition Timing Concentration Risk | ||
Disaggregation of Revenue [Line Items] | ||
Percentage of revenue (as percent) | 19.00% | 77.00% |
Recognized over time | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 11,312 | $ 2,936 |
Recognized over time | Revenue from contract with customer benchmark | Revenue Recognition Timing Concentration Risk | ||
Disaggregation of Revenue [Line Items] | ||
Percentage of revenue (as percent) | 81.00% | 23.00% |
North America | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 4,010 | $ 10,453 |
North America | Revenue from contract with customer benchmark | Geographic Concentration Risk | ||
Disaggregation of Revenue [Line Items] | ||
Percentage of revenue (as percent) | 29.00% | 83.00% |
Asia Pacific | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 906 | $ 469 |
Asia Pacific | Revenue from contract with customer benchmark | Geographic Concentration Risk | ||
Disaggregation of Revenue [Line Items] | ||
Percentage of revenue (as percent) | 6.00% | 4.00% |
Europe and Middle East | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 9,035 | $ 1,680 |
Europe and Middle East | Revenue from contract with customer benchmark | Geographic Concentration Risk | ||
Disaggregation of Revenue [Line Items] | ||
Percentage of revenue (as percent) | 65.00% | 13.00% |
Revenue - Narrative (Details)
Revenue - Narrative (Details) | Dec. 31, 2020USD ($) | Dec. 02, 2020shares | Mar. 31, 2020USD ($)tranche$ / sharesshares | Dec. 31, 2019USD ($) |
Class of Warrant or Right [Line Items] | ||||
Fair value of warrants outstanding | $ 343,400,000 | $ 1,122,000 | ||
Contract assets | 0 | 0 | ||
Contract liabilities | $ 2,284,000 | $ 225,000 | ||
VCTF warrant | ||||
Class of Warrant or Right [Line Items] | ||||
Number of tranches | tranche | 2 | |||
Fair value of warrants outstanding | $ 2,900,000 | |||
Class A Common Stock | ||||
Class of Warrant or Right [Line Items] | ||||
Conversion of warrants into securities (in shares) | shares | 4,089,280 | |||
Class A Common Stock | VCTF warrant | ||||
Class of Warrant or Right [Line Items] | ||||
Conversion of warrants into securities (in shares) | shares | 4,089,280 | |||
Stock price of warrants (in dollars per share) | $ / shares | $ 3.1769 |
Revenue - Schedule of Significa
Revenue - Schedule of Significant Changes in Contract Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Contract with Customer, Liability [Roll Forward] | ||
Beginning balance | $ 225 | $ 0 |
Revenue recognized that was included in the contract liabilities beginning balance | (225) | 0 |
Increase due to cash received and not recognized as revenue and billings in excess of revenue recognized during the period | 2,284 | 225 |
Ending balance | $ 2,284 | $ 225 |
Investments - Amortized Cost (D
Investments - Amortized Cost (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Securities, Available-for-sale [Line Items] | ||
Cost | $ 409,996 | $ 25,804 |
Gross Unrealized Gains | 47 | 1 |
Gross Unrealized Losses | (12) | (2) |
Fair Value | 410,031 | 25,803 |
Included in cash and cash equivalents | ||
Debt Securities, Available-for-sale [Line Items] | ||
Cost | 133,319 | 19,144 |
Gross Unrealized Gains | 4 | 1 |
Gross Unrealized Losses | (2) | (1) |
Fair Value | 133,321 | 19,144 |
Included in marketable securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Cost | 276,677 | 6,660 |
Gross Unrealized Gains | 43 | 0 |
Gross Unrealized Losses | (10) | (1) |
Fair Value | 276,710 | 6,659 |
U.S. Treasury | ||
Debt Securities, Available-for-sale [Line Items] | ||
Cost | 155,339 | 749 |
Gross Unrealized Gains | 14 | 0 |
Gross Unrealized Losses | (6) | 0 |
Fair Value | 155,347 | 749 |
U.S. agency and government sponsored securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Cost | 19,996 | 1,398 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Fair Value | 19,996 | 1,398 |
Commercial paper | ||
Debt Securities, Available-for-sale [Line Items] | ||
Cost | 182,218 | 20,183 |
Gross Unrealized Gains | 6 | 1 |
Gross Unrealized Losses | (4) | (1) |
Fair Value | 182,220 | 20,183 |
Corporate bonds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Cost | 45,431 | 3,474 |
Gross Unrealized Gains | 21 | 0 |
Gross Unrealized Losses | (2) | (1) |
Fair Value | 45,450 | $ 3,473 |
Asset-backed securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Cost | 7,012 | |
Gross Unrealized Gains | 6 | |
Gross Unrealized Losses | 0 | |
Fair Value | $ 7,018 |
Investments - Continuous Loss P
Investments - Continuous Loss Position (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Securities, Available-for-sale [Line Items] | ||
Gross Unrealized Losses | $ (12) | $ (2) |
Fair Value | 128,502 | 16,294 |
U.S. Treasury | ||
Debt Securities, Available-for-sale [Line Items] | ||
Gross Unrealized Losses | (6) | 0 |
Fair Value | 65,298 | 0 |
Commercial paper | ||
Debt Securities, Available-for-sale [Line Items] | ||
Gross Unrealized Losses | (4) | (1) |
Fair Value | 47,629 | 13,422 |
Corporate bonds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Gross Unrealized Losses | (2) | (1) |
Fair Value | $ 15,575 | $ 2,872 |
Financial Statement Component_2
Financial Statement Components - Cash and Cash Equivalents (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Cash | $ 10,652 | $ 5,676 |
Money market funds | 64,971 | 2,260 |
U.S. Treasury | 24,999 | 0 |
U.S. agency securities | 0 | 1,398 |
Commercial paper | 108,322 | 16,971 |
Corporate bonds | 0 | 775 |
Total cash and cash equivalents | $ 208,944 | $ 27,080 |
Financial Statement Component_3
Financial Statement Components - Inventories (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Raw materials | $ 625 | $ 1,998 |
Work-in-process | 52 | 1,376 |
Finished goods | 2,936 | 628 |
Total inventories, net | 3,613 | 4,002 |
Inventory write-downs | $ 4,407 | $ 1,378 |
Financial Statement Component_4
Financial Statement Components - Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Prepaid expenses | $ 1,073 | $ 817 |
Advance payments to vendors | 961 | 666 |
Prepaid rent and other | 503 | 12 |
Other receivables | 2,260 | 329 |
Total prepaid expenses and other current assets | $ 4,797 | $ 1,824 |
Financial Statement Component_5
Financial Statement Components - Property and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 13,540 | $ 12,429 |
Accumulated depreciation and amortization | (5,851) | (4,562) |
Total property and equipment, net | 7,689 | 7,867 |
Depreciation and amortization | 2,500 | 2,300 |
Computer hardware and software | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 2,450 | 2,992 |
Demonstration fleet and demonstration units | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 1,821 | 1,603 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 5,940 | 5,321 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 293 | 325 |
Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 835 | 902 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 791 | 821 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 1,410 | $ 465 |
Financial Statement Component_6
Financial Statement Components - Property and Equipment Capitalized Under Capital Lease Obligations (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment capitalized under capital lease obligations | $ 926 | $ 579 |
Less: accumulated depreciation and amortization | (219) | (71) |
Total | 707 | 508 |
Computer hardware and software | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment capitalized under capital lease obligations | 88 | 88 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment capitalized under capital lease obligations | $ 838 | $ 491 |
Financial Statement Component_7
Financial Statement Components - Goodwill (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Goodwill [Line Items] | ||
Goodwill | $ 701 | $ 701 |
Autonomy Solutions | ||
Goodwill [Line Items] | ||
Goodwill | 687 | 687 |
Component Sales | ||
Goodwill [Line Items] | ||
Goodwill | $ 14 | $ 14 |
Financial Statement Component_8
Financial Statement Components - Other Noncurrent Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Security deposits | $ 1,106 | $ 1,793 |
Other non-current assets | 45 | 36 |
Total other non-current assets | $ 1,151 | $ 1,829 |
Financial Statement Component_9
Financial Statement Components - Accrued and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accrued expenses | $ 3,998 | $ 2,049 |
Warranty liabilities | 259 | 267 |
Contract liabilities | 2,284 | 225 |
Accrued compensation and benefits | 3,071 | 823 |
Contract losses | 558 | 0 |
Capital lease liabilities and other, current | 282 | 162 |
Total accrued and other current liabilities | $ 10,452 | $ 3,526 |
Financial Statement Componen_10
Financial Statement Components - Other Non-Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Deferred rent | $ 826 | $ 1,106 |
Capital lease liabilities, non-current | 492 | 295 |
Total other non-current liabilities | $ 1,318 | $ 1,401 |
Simple Agreements For Future _2
Simple Agreements For Future Equity (SAFE) (Details) $ in Thousands | Dec. 02, 2020shares | Jun. 24, 2019shares | Dec. 31, 2020USD ($)shares | Dec. 31, 2019USD ($)shares | May 31, 2019instrumentType |
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | |||||
Number of types of SAFEs issued | instrumentType | 2 | ||||
Interest rate per annum of the invested amount of the SAFE (as a percent) | 18.00% | ||||
Charge for the increase in fair value | $ | $ 24,200 | ||||
Amount settled in cash | $ | $ 0 | $ 5,609 | |||
Series A Convertible Preferred Stock | |||||
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | |||||
Conversion of SAFE into Series A convertible preferred stock for cash, net of issuance costs (in shares) | 68,877,417 | ||||
Series A Convertible Preferred Stock | Preferred Stock | |||||
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | |||||
Conversion of SAFE into Series A convertible preferred stock for cash, net of issuance costs (in shares) | 68,877,417 | ||||
Class A Common Stock | Common Stock | |||||
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | |||||
Conversion of SAFE into Series A common stock or Issuance of Class A common stock upon exercise of warrants (in shares) | 1,466,155 | 3,612,062 | 1,466,155 | 3,612,062 |
Debt - Narrative (Details)
Debt - Narrative (Details) | Aug. 20, 2020USD ($) | Jun. 06, 2020USD ($)monthlyInstallment$ / shares | May 26, 2020USD ($) | Apr. 22, 2020USD ($) | Apr. 08, 2020USD ($) | Mar. 31, 2020USD ($) | Dec. 18, 2018USD ($)monthlyInstallment | Mar. 29, 2018USD ($) | Jun. 30, 2019USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($)monthlyInstallmentloan | Dec. 15, 2017USD ($)note | Dec. 02, 2020USD ($) | Oct. 16, 2018USD ($)note | Dec. 31, 2020USD ($)monthlyInstallment | Dec. 31, 2019USD ($)monthlyInstallment | Dec. 31, 2018USD ($) | Nov. 19, 2018USD ($) | Oct. 31, 2017USD ($)monthlyInstallment | Aug. 31, 2017USD ($)monthlyInstallment | Jul. 31, 2017USD ($) | Aug. 31, 2015USD ($) |
Debt Instrument [Line Items] | ||||||||||||||||||||||
Fair value of warrants outstanding | $ 343,400,000 | $ 343,400,000 | $ 1,122,000 | |||||||||||||||||||
Loss on extinguishment of debt | 3,996,000 | 6,124,000 | ||||||||||||||||||||
Unamortized financing costs and discount | $ 0 | 0 | ||||||||||||||||||||
Fair value of warrants | 268,266,000 | 256,000 | ||||||||||||||||||||
Prepayment penalty | 1,918,000 | 0 | ||||||||||||||||||||
Proceeds from promissory notes | $ 32,101,000 | 0 | ||||||||||||||||||||
Number of additional equipment loan agreements | loan | 3 | |||||||||||||||||||||
Bridge Note | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Principal amount | $ 1,500,000 | |||||||||||||||||||||
Interest rate (as a percent) | 3.00% | |||||||||||||||||||||
2017 Warrants | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Fair value of warrants outstanding | 1,035,000 | $ 480,000 | ||||||||||||||||||||
Number of shares available for purchase, percentage of principal advances under 2020 Note | 10.00% | 10.00% | ||||||||||||||||||||
2018 Warrants | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Fair value of warrants outstanding | $ 46,000 | 87,000 | ||||||||||||||||||||
2020 Warrants | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Number of shares available for purchase, percentage of principal advances under 2020 Note | 10.00% | |||||||||||||||||||||
Stock price of warrants (in dollars per share) | $ / shares | $ 43.3039 | |||||||||||||||||||||
New Notes | 2020 Warrants | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Deferred as discount | $ 1,200,000 | |||||||||||||||||||||
Equipment and Loan Agreement | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Interest rate (as a percent) | 10.35% | |||||||||||||||||||||
Number of promissory notes | note | 3 | 3 | ||||||||||||||||||||
Proceeds from promissory notes | $ 3,200,000 | $ 2,200,000 | ||||||||||||||||||||
Equipment and Loan Agreement | Minimum | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Effective interest rate (as a percent) | 10.37% | |||||||||||||||||||||
Equipment and Loan Agreement | Maximum | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Effective interest rate (as a percent) | 13.96% | |||||||||||||||||||||
CARES Act, PPP Loan | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Interest rate (as a percent) | 1.00% | |||||||||||||||||||||
Principal repaid | $ 7,820,000 | |||||||||||||||||||||
Loan proceeds | $ 7,800,000 | |||||||||||||||||||||
Amount repaid | 7,840,000 | |||||||||||||||||||||
Accrued interest repaid | $ 26,000 | |||||||||||||||||||||
Senior Notes | The Notes | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Fee amount | 255,000 | |||||||||||||||||||||
Amortization of premium on marketable securities | $ 55,000 | 317,000 | ||||||||||||||||||||
Loss on extinguishment of debt | 866,000 | |||||||||||||||||||||
Unamortized financing costs and discount | 86,000 | |||||||||||||||||||||
Fair value of warrants | 525,000 | |||||||||||||||||||||
Senior Notes | 2017 Note | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Principal amount | $ 15,000,000 | |||||||||||||||||||||
Interest rate (as a percent) | 12.50% | |||||||||||||||||||||
Effective interest rate (as a percent) | 15.68% | |||||||||||||||||||||
Fee amount | $ 382,000 | |||||||||||||||||||||
Number of monthly installments | monthlyInstallment | 28 | |||||||||||||||||||||
Principal repaid | $ 3,600,000 | |||||||||||||||||||||
Deferred as discount | $ 0 | $ 0 | 56,000 | |||||||||||||||||||
Senior Notes | 2018 Notes | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Principal amount | $ 3,000,000 | |||||||||||||||||||||
Interest rate (as a percent) | 12.50% | |||||||||||||||||||||
Effective interest rate (as a percent) | 15.58% | |||||||||||||||||||||
Fee amount | $ 108,000 | |||||||||||||||||||||
Number of monthly installments | monthlyInstallment | 27 | |||||||||||||||||||||
Minimum liquidity amount | $ 2,000,000 | |||||||||||||||||||||
Principal repaid | 2,400,000 | |||||||||||||||||||||
Deferred as discount | 0 | 0 | 81,000 | |||||||||||||||||||
Senior Notes | New Notes | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Principal amount | $ 10,000,000 | $ 20,000,000 | $ 20,000,000 | |||||||||||||||||||
Interest rate (as a percent) | 12.50% | |||||||||||||||||||||
Number of monthly installments | monthlyInstallment | 32 | |||||||||||||||||||||
Minimum liquidity amount | $ 5,000,000 | |||||||||||||||||||||
Amortization of premium on marketable securities | $ 329,000 | |||||||||||||||||||||
Proceeds from note | $ 3,000,000 | $ 17,000,000 | ||||||||||||||||||||
Note term (in months) | 48 months | |||||||||||||||||||||
Non-refundable fee, percentage of each advance | 1.50% | |||||||||||||||||||||
Loss on extinguishment of debt | 3,100,000 | |||||||||||||||||||||
Deferred as discount | $ 361,000 | |||||||||||||||||||||
Repayment of debt | 30,000,000 | |||||||||||||||||||||
Prepayment penalty | 1,900,000 | |||||||||||||||||||||
Legal costs | 56,000 | |||||||||||||||||||||
Write off of loan origination fees | 1,200,000 | |||||||||||||||||||||
Term Loan | Equipment and Loan Agreement | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Commitment amount | $ 5,400,000 | $ 4,000,000 | ||||||||||||||||||||
Increase of commitment amount | $ 1,400,000 | |||||||||||||||||||||
Convertible Promissory Note | Bridge Note | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Principal repaid | $ 58,000,000 | |||||||||||||||||||||
Loss on extinguishment of debt | $ 6,000,000 | |||||||||||||||||||||
Line of Credit | Revolving credit facility | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Line of credit amount | $ 500,000 | |||||||||||||||||||||
Line of credit outstanding | 500,000 | |||||||||||||||||||||
Repayment of line of credit | $ 500,000 | |||||||||||||||||||||
Loans Payable | Vehicle loan | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Principal amount | $ 21,000 | $ 21,000 | $ 73,000 | |||||||||||||||||||
Interest rate (as a percent) | 6.29% | 6.29% | 5.99% | |||||||||||||||||||
Number of monthly installments | monthlyInstallment | 60 | 60 | 60 | |||||||||||||||||||
Loans Payable | Additional Equipment Loan | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Principal amount | $ 182,000 | |||||||||||||||||||||
Interest rate (as a percent) | 5.89% | |||||||||||||||||||||
Number of monthly installments | monthlyInstallment | 60 | |||||||||||||||||||||
Loans Payable | New Equipment Loan | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Principal amount | $ 246,000 | $ 246,000 | ||||||||||||||||||||
Number of monthly installments | monthlyInstallment | 60 | |||||||||||||||||||||
Loans Payable | New Additional Equipment Loan One | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Principal amount | $ 60,000 | |||||||||||||||||||||
Interest rate (as a percent) | 6.29% | 6.29% | ||||||||||||||||||||
Loans Payable | New Additional Equipment Loan Two | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Principal amount | 170,000 | |||||||||||||||||||||
Interest rate (as a percent) | 7.64% | 7.64% | ||||||||||||||||||||
Loans Payable | New Additional Equipment Loan Three | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Principal amount | $ 16,000 | |||||||||||||||||||||
Interest rate (as a percent) | 8.91% | 8.91% |
Debt - Schedule of Outstanding
Debt - Schedule of Outstanding Balances (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||
Notes Principal Outstanding | $ 401 | |
Net carrying amount | 401 | |
Less: current portion | 99 | $ 7,791 |
Non-current portion | 302 | 1,555 |
Senior Notes | ||
Debt Instrument [Line Items] | ||
Net carrying amount | 0 | 7,874 |
Less: current portion | 0 | 6,459 |
Non-current portion | 0 | 1,415 |
2017 Notes | Senior Notes | ||
Debt Instrument [Line Items] | ||
Notes Principal Outstanding | 0 | 5,304 |
Unamortized discount | 0 | (56) |
2018 Notes | Senior Notes | ||
Debt Instrument [Line Items] | ||
Notes Principal Outstanding | 0 | 2,707 |
Unamortized discount | $ 0 | $ (81) |
Debt - Schedule of Outstandin_2
Debt - Schedule of Outstanding Balances Recorded for Other Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Line of Credit Facility [Line Items] | ||
Net carrying amount | $ 401 | |
Less: current portion | 99 | $ 7,791 |
Non-current portion | 302 | 1,555 |
Other Debt | ||
Line of Credit Facility [Line Items] | ||
Net carrying amount | 401 | 191 |
Less: current portion | 99 | 51 |
Non-current portion | 302 | 140 |
Vehicle loan | Loans Payable | ||
Line of Credit Facility [Line Items] | ||
Net carrying amount | 52 | 45 |
Additional Equipment Loan | Loans Payable | ||
Line of Credit Facility [Line Items] | ||
Net carrying amount | $ 349 | $ 146 |
Debt - Schedule of Principal Ma
Debt - Schedule of Principal Maturity for Long-Term Debt Outstanding (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Maturities of Long-term Debt [Abstract] | |
2021 | $ 99 |
2022 | 101 |
2023 | 91 |
2024 | 58 |
2025 | 52 |
Total | 401 |
Less unamortized debt cost | 0 |
Net carrying amount | $ 401 |
2017, 2018 and 2020 Warrants -
2017, 2018 and 2020 Warrants - Narrative (Details) - USD ($) $ in Thousands | Dec. 02, 2020 | Jun. 24, 2019 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Jun. 06, 2020 |
Class of Warrant or Right [Line Items] | ||||||
Period for financing to occur before warrant becomes exercisable for a SAFE | 2 years | |||||
Change in fair value of warrant liabilities | $ (268,266) | $ (256) | ||||
Class A Common Stock | Common Stock | ||||||
Class of Warrant or Right [Line Items] | ||||||
Conversion of SAFE into Series A common stock or Issuance of Class A common stock upon exercise of warrants (in shares) | 1,466,155 | 3,612,062 | 1,466,155 | 3,612,062 | ||
2017, 2018, And 2020 Warrants | ||||||
Class of Warrant or Right [Line Items] | ||||||
Change in fair value of warrant liabilities | $ 27,300 | $ 256 | ||||
Warrants outstanding (in shares) | 0 | |||||
2017 Warrants | ||||||
Class of Warrant or Right [Line Items] | ||||||
Number of shares available for purchase, percentage of principal advances under 2017 Note | 10.00% | |||||
Number of shares available for purchase, calculation benchmark, percentage of price per share for equity securities issued | 70.00% | |||||
Period for financing to occur before warrant becomes exercisable for a SAFE | 2 years | |||||
Warrants exercisable for a SAFE, invested amount, percentage of advances under 2017 Note | 10.00% | |||||
2020 Warrants | ||||||
Class of Warrant or Right [Line Items] | ||||||
Number of shares available for purchase, percentage of principal advances under 2017 Note | 10.00% | |||||
Warrant coverage percentage | 10.00% |
2017, 2018 and 2020 Warrants _2
2017, 2018 and 2020 Warrants - Fair Values of Outstanding Warrants (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 18, 2018 | Aug. 31, 2017 |
Class of Warrant or Right [Line Items] | ||||
Fair value of warrants outstanding | $ 343,400 | $ 1,122 | ||
2017 Warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Fair value of warrants outstanding | 1,035 | $ 480 | ||
2018 Warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Fair value of warrants outstanding | $ 87 | $ 46 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Financial Assets and Liabilities Subject to Fair Value Measurements on a Recurring Basis and the Level of Inputs Used (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 18, 2018 | Aug. 31, 2017 |
Assets: | ||||
Total marketable investments | $ 410,031 | $ 25,803 | ||
Liabilities: | ||||
Warrant liabilities | 343,400 | 1,122 | ||
2017 Warrants | ||||
Liabilities: | ||||
Warrant liabilities | 1,035 | $ 480 | ||
2018 Warrants | ||||
Liabilities: | ||||
Warrant liabilities | 87 | $ 46 | ||
U.S. Treasury | ||||
Assets: | ||||
Total marketable investments | 155,347 | 749 | ||
U.S. agency and government sponsored securities | ||||
Assets: | ||||
Total marketable investments | 19,996 | 1,398 | ||
Corporate bonds | ||||
Assets: | ||||
Total marketable investments | 45,450 | 3,473 | ||
Asset-backed securities | ||||
Assets: | ||||
Total marketable investments | 7,018 | |||
Fair Value, Recurring | ||||
Assets: | ||||
Total cash equivalents | 198,292 | 21,404 | ||
Total marketable investments | 276,710 | 6,659 | ||
Liabilities: | ||||
Warrant liabilities | 343,400 | 1,122 | ||
Fair Value, Recurring | Public Warrants | ||||
Liabilities: | ||||
Warrant liabilities | 228,933 | |||
Fair Value, Recurring | Private Warrants | ||||
Liabilities: | ||||
Warrant liabilities | 114,467 | |||
Fair Value, Recurring | 2017 Warrants | ||||
Liabilities: | ||||
Warrant liabilities | 1,035 | |||
Fair Value, Recurring | 2018 Warrants | ||||
Liabilities: | ||||
Warrant liabilities | 87 | |||
Fair Value, Recurring | U.S. Treasury | ||||
Assets: | ||||
Total marketable investments | 130,348 | 749 | ||
Fair Value, Recurring | U.S. agency and government sponsored securities | ||||
Assets: | ||||
Total marketable investments | 19,996 | |||
Fair Value, Recurring | Commercial paper | ||||
Assets: | ||||
Total marketable investments | 73,898 | 3,212 | ||
Fair Value, Recurring | Corporate bonds | ||||
Assets: | ||||
Total marketable investments | 45,450 | 2,698 | ||
Fair Value, Recurring | Asset-backed securities | ||||
Assets: | ||||
Total marketable investments | 7,018 | |||
Fair Value, Recurring | Money market funds | ||||
Assets: | ||||
Total cash equivalents | 64,971 | 2,260 | ||
Fair Value, Recurring | U.S. Treasury | ||||
Assets: | ||||
Total cash equivalents | 24,999 | |||
Fair Value, Recurring | U.S. agency and government sponsored securities | ||||
Assets: | ||||
Total cash equivalents | 1,398 | |||
Fair Value, Recurring | Commercial paper | ||||
Assets: | ||||
Total cash equivalents | 108,322 | 16,971 | ||
Fair Value, Recurring | Corporate bonds | ||||
Assets: | ||||
Total cash equivalents | 775 | |||
Level 1 | Fair Value, Recurring | ||||
Assets: | ||||
Total cash equivalents | 89,970 | 2,260 | ||
Total marketable investments | 130,348 | 749 | ||
Liabilities: | ||||
Warrant liabilities | 228,933 | 0 | ||
Level 1 | Fair Value, Recurring | Public Warrants | ||||
Liabilities: | ||||
Warrant liabilities | 228,933 | |||
Level 1 | Fair Value, Recurring | Private Warrants | ||||
Liabilities: | ||||
Warrant liabilities | 0 | |||
Level 1 | Fair Value, Recurring | 2017 Warrants | ||||
Liabilities: | ||||
Warrant liabilities | 0 | |||
Level 1 | Fair Value, Recurring | 2018 Warrants | ||||
Liabilities: | ||||
Warrant liabilities | 0 | |||
Level 1 | Fair Value, Recurring | U.S. Treasury | ||||
Assets: | ||||
Total marketable investments | 130,348 | 749 | ||
Level 1 | Fair Value, Recurring | U.S. agency and government sponsored securities | ||||
Assets: | ||||
Total marketable investments | 0 | |||
Level 1 | Fair Value, Recurring | Commercial paper | ||||
Assets: | ||||
Total marketable investments | 0 | 0 | ||
Level 1 | Fair Value, Recurring | Corporate bonds | ||||
Assets: | ||||
Total marketable investments | 0 | 0 | ||
Level 1 | Fair Value, Recurring | Asset-backed securities | ||||
Assets: | ||||
Total marketable investments | 0 | |||
Level 1 | Fair Value, Recurring | Money market funds | ||||
Assets: | ||||
Total cash equivalents | 64,971 | 2,260 | ||
Level 1 | Fair Value, Recurring | U.S. Treasury | ||||
Assets: | ||||
Total cash equivalents | 24,999 | |||
Level 1 | Fair Value, Recurring | U.S. agency and government sponsored securities | ||||
Assets: | ||||
Total cash equivalents | 0 | |||
Level 1 | Fair Value, Recurring | Commercial paper | ||||
Assets: | ||||
Total cash equivalents | 0 | 0 | ||
Level 1 | Fair Value, Recurring | Corporate bonds | ||||
Assets: | ||||
Total cash equivalents | 0 | |||
Level 2 | Fair Value, Recurring | ||||
Assets: | ||||
Total cash equivalents | 108,322 | 19,144 | ||
Total marketable investments | 146,362 | 5,910 | ||
Liabilities: | ||||
Warrant liabilities | 114,467 | 0 | ||
Level 2 | Fair Value, Recurring | Public Warrants | ||||
Liabilities: | ||||
Warrant liabilities | 0 | |||
Level 2 | Fair Value, Recurring | Private Warrants | ||||
Liabilities: | ||||
Warrant liabilities | 114,467 | |||
Level 2 | Fair Value, Recurring | 2017 Warrants | ||||
Liabilities: | ||||
Warrant liabilities | 0 | |||
Level 2 | Fair Value, Recurring | 2018 Warrants | ||||
Liabilities: | ||||
Warrant liabilities | 0 | |||
Level 2 | Fair Value, Recurring | U.S. Treasury | ||||
Assets: | ||||
Total marketable investments | 0 | 0 | ||
Level 2 | Fair Value, Recurring | U.S. agency and government sponsored securities | ||||
Assets: | ||||
Total marketable investments | 19,996 | |||
Level 2 | Fair Value, Recurring | Commercial paper | ||||
Assets: | ||||
Total marketable investments | 73,898 | 3,212 | ||
Level 2 | Fair Value, Recurring | Corporate bonds | ||||
Assets: | ||||
Total marketable investments | 45,450 | 2,698 | ||
Level 2 | Fair Value, Recurring | Asset-backed securities | ||||
Assets: | ||||
Total marketable investments | 7,018 | |||
Level 2 | Fair Value, Recurring | Money market funds | ||||
Assets: | ||||
Total cash equivalents | 0 | 0 | ||
Level 2 | Fair Value, Recurring | U.S. Treasury | ||||
Assets: | ||||
Total cash equivalents | 0 | |||
Level 2 | Fair Value, Recurring | U.S. agency and government sponsored securities | ||||
Assets: | ||||
Total cash equivalents | 1,398 | |||
Level 2 | Fair Value, Recurring | Commercial paper | ||||
Assets: | ||||
Total cash equivalents | 108,322 | 16,971 | ||
Level 2 | Fair Value, Recurring | Corporate bonds | ||||
Assets: | ||||
Total cash equivalents | 775 | |||
Level 3 | Fair Value, Recurring | ||||
Assets: | ||||
Total cash equivalents | 0 | 0 | ||
Total marketable investments | 0 | 0 | ||
Liabilities: | ||||
Warrant liabilities | 0 | 1,122 | ||
Level 3 | Fair Value, Recurring | Public Warrants | ||||
Liabilities: | ||||
Warrant liabilities | 0 | |||
Level 3 | Fair Value, Recurring | Private Warrants | ||||
Liabilities: | ||||
Warrant liabilities | 0 | |||
Level 3 | Fair Value, Recurring | 2017 Warrants | ||||
Liabilities: | ||||
Warrant liabilities | 1,035 | |||
Level 3 | Fair Value, Recurring | 2018 Warrants | ||||
Liabilities: | ||||
Warrant liabilities | 87 | |||
Level 3 | Fair Value, Recurring | U.S. Treasury | ||||
Assets: | ||||
Total marketable investments | 0 | 0 | ||
Level 3 | Fair Value, Recurring | U.S. agency and government sponsored securities | ||||
Assets: | ||||
Total marketable investments | 0 | |||
Level 3 | Fair Value, Recurring | Commercial paper | ||||
Assets: | ||||
Total marketable investments | 0 | 0 | ||
Level 3 | Fair Value, Recurring | Corporate bonds | ||||
Assets: | ||||
Total marketable investments | 0 | 0 | ||
Level 3 | Fair Value, Recurring | Asset-backed securities | ||||
Assets: | ||||
Total marketable investments | 0 | |||
Level 3 | Fair Value, Recurring | Money market funds | ||||
Assets: | ||||
Total cash equivalents | 0 | 0 | ||
Level 3 | Fair Value, Recurring | U.S. Treasury | ||||
Assets: | ||||
Total cash equivalents | 0 | |||
Level 3 | Fair Value, Recurring | U.S. agency and government sponsored securities | ||||
Assets: | ||||
Total cash equivalents | 0 | |||
Level 3 | Fair Value, Recurring | Commercial paper | ||||
Assets: | ||||
Total cash equivalents | $ 0 | 0 | ||
Level 3 | Fair Value, Recurring | Corporate bonds | ||||
Assets: | ||||
Total cash equivalents | $ 0 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) | Dec. 31, 2020USD ($) | Dec. 02, 2020shares | Dec. 31, 2019USD ($) |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair value of warrants outstanding | $ 343,400,000 | $ 1,122,000 | |
2017, 2018, And 2020 Warrants | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair value of warrants outstanding | $ 0 | ||
Cashless Conversion Warrant Exercises | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants exercised (in shares) | shares | 13,647 | ||
Share-Based Warrant Exercises | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants exercised (in shares) | shares | 130,376 | ||
Level 3 | Equity Valuation | 2017 and 2018 Warrants | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants outstanding, measurement input | 640,000,000 | ||
Level 3 | Expected Term | 2017 and 2018 Warrants | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants outstanding, measurement input | 3 | ||
Level 3 | Price Volatility | 2017 and 2018 Warrants | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants outstanding, measurement input | 0.496 | ||
Level 3 | Risk Free Interest Rate | 2017 and 2018 Warrants | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants outstanding, measurement input | 0.0162 | ||
Level 3 | Discount Rate | 2017 and 2018 Warrants | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants outstanding, measurement input | 0.35 | ||
Level 3 | Share Price | 2017, 2018, And 2020 Warrants | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants outstanding, measurement input | 18 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Changes in Level 3 Liabilities Measured at Fair Value (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
SAFEs | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance-beginning of year | $ 0 | $ 122,588 |
Additions | 37,379 | |
Exercise or conversion | (184,182) | |
Measurement adjustments | 24,215 | |
Balance-end of year | 0 | |
Warrants | 2017 Warrants | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance-beginning of year | 1,035 | 808 |
Additions | 0 | 0 |
Exercise or conversion | (13,714) | 0 |
Measurement adjustments | 12,679 | 227 |
Balance-end of year | 0 | 1,035 |
Warrants | 2018 Warrants | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance-beginning of year | 87 | 58 |
Additions | 0 | 0 |
Exercise or conversion | (1,700) | 0 |
Measurement adjustments | 1,613 | 29 |
Balance-end of year | 0 | 87 |
Warrants | 2020 Warrants | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance-beginning of year | 0 | |
Additions | 1,728 | |
Exercise or conversion | (14,698) | |
Measurement adjustments | 12,970 | |
Balance-end of year | $ 0 | $ 0 |
Convertible Preferred Stock - N
Convertible Preferred Stock - Narrative (Details) | Dec. 02, 2020shares | Aug. 24, 2020USD ($)$ / shares | Jun. 24, 2019$ / sharesshares | Oct. 31, 2020USD ($)$ / sharesshares | Sep. 30, 2020USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | Oct. 22, 2020USD ($) |
Temporary Equity [Line Items] | ||||||||
Dividends declared or paid | $ | $ 0 | $ 0 | ||||||
Minimum price per share for conversion of shares upon public offering (in shares) | $ / shares | $ 64.96 | |||||||
Minimum aggregate proceeds for conversion of shares upon public offering | $ | $ 100,000,000 | |||||||
Beneficial conversion feature | $ | $ 12,039,000 | |||||||
Series A Convertible Preferred Stock | ||||||||
Temporary Equity [Line Items] | ||||||||
Shares authorized (in shares) | 30,374,645 | 102,740,023 | 0 | 102,740,023 | ||||
Par value (in dollars per share) | $ / shares | $ 0.00001 | $ 0.00001 | $ 0.00001 | |||||
Preferred stock issued (in shares) | 21,614,220 | |||||||
Gross proceeds from stock issuance | $ | $ 67,073,000 | |||||||
Merger recapitalization (in shares) | 94,818,151 | |||||||
Dividend rate per annum, percentage | 6.00% | |||||||
Conversion ratio | 1 | |||||||
Series X Convertible Preferred Stock | ||||||||
Temporary Equity [Line Items] | ||||||||
Shares authorized (in shares) | 20,077,073 | 20,077,073 | ||||||
Par value (in dollars per share) | $ / shares | $ 0.00001 | |||||||
Preferred stock issued (in shares) | 1,391,694 | 17,065,536 | 18,457,230 | |||||
Purchase price (in dollars per share) | $ / shares | $ 9.96 | |||||||
Gross proceeds from stock issuance | $ | $ 13,860,000 | $ 170,000,000 | $ 178,074,000 | |||||
Merger recapitalization (in shares) | 18,457,230 | |||||||
Dividend rate per annum, percentage | 6.00% | |||||||
Conversion ratio | 1 | |||||||
Series A And Series X Convertible Preferred Stock | ||||||||
Temporary Equity [Line Items] | ||||||||
Merger recapitalization (in shares) | 113,275,381 |
Convertible Preferred Stock - I
Convertible Preferred Stock - Issue Price and Liquidation Value (Details) - $ / shares | Dec. 31, 2020 | Dec. 02, 2020 | Oct. 31, 2020 | Dec. 31, 2019 | Jun. 24, 2019 | Dec. 31, 2018 |
Series A Convertible Preferred Stock | ||||||
Temporary Equity [Line Items] | ||||||
Shares Authorized (in shares) | 0 | 30,374,645 | 102,740,023 | 102,740,023 | ||
Shares Issued (in shares) | 0 | 22,638,795 | 94,818,151 | |||
Shares Outstanding (in shares) | 0 | 22,638,795 | 94,818,151 | 0 | ||
Per Share Liquidation Preference (in dollars per share) | $ 3.18 | |||||
Series A-1 Convertible Preferred Stock | ||||||
Temporary Equity [Line Items] | ||||||
Shares Authorized (in shares) | 2,226,013 | |||||
Shares Issued (in shares) | 2,226,013 | |||||
Shares Outstanding (in shares) | 2,226,013 | |||||
Per Share Liquidation Preference (in dollars per share) | $ 1.12 | |||||
Series A-2 Convertible Preferred Stock | ||||||
Temporary Equity [Line Items] | ||||||
Shares Authorized (in shares) | 18,030,728 | |||||
Shares Issued (in shares) | 18,030,728 | |||||
Shares Outstanding (in shares) | 18,030,728 | |||||
Per Share Liquidation Preference (in dollars per share) | $ 1.11 | |||||
Series A-3 Convertible Preferred Stock | ||||||
Temporary Equity [Line Items] | ||||||
Shares Authorized (in shares) | 3,047,168 | |||||
Shares Issued (in shares) | 3,047,168 | |||||
Shares Outstanding (in shares) | 3,047,168 | |||||
Per Share Liquidation Preference (in dollars per share) | $ 1.31 | |||||
Series A-4 Convertible Preferred Stock | ||||||
Temporary Equity [Line Items] | ||||||
Shares Authorized (in shares) | 679,188 | |||||
Shares Issued (in shares) | 679,188 | |||||
Shares Outstanding (in shares) | 679,188 | |||||
Per Share Liquidation Preference (in dollars per share) | $ 1.47 | |||||
Series A-5 Convertible Preferred Stock | ||||||
Temporary Equity [Line Items] | ||||||
Shares Authorized (in shares) | 1,877,184 | |||||
Shares Issued (in shares) | 1,691,162 | |||||
Shares Outstanding (in shares) | 1,691,162 | |||||
Per Share Liquidation Preference (in dollars per share) | $ 1.48 | |||||
Series A-6 Convertible Preferred Stock | ||||||
Temporary Equity [Line Items] | ||||||
Shares Authorized (in shares) | 3,372,566 | |||||
Shares Issued (in shares) | 3,372,566 | |||||
Shares Outstanding (in shares) | 3,372,566 | |||||
Per Share Liquidation Preference (in dollars per share) | $ 2.22 | |||||
Series A-7 Convertible Preferred Stock | ||||||
Temporary Equity [Line Items] | ||||||
Shares Authorized (in shares) | 19,896,476 | |||||
Shares Issued (in shares) | 19,896,476 | |||||
Shares Outstanding (in shares) | 19,896,476 | |||||
Per Share Liquidation Preference (in dollars per share) | $ 2.54 | |||||
Series A-8 Convertible Preferred Stock | ||||||
Temporary Equity [Line Items] | ||||||
Shares Authorized (in shares) | 5,258,501 | |||||
Shares Issued (in shares) | 5,258,501 | |||||
Shares Outstanding (in shares) | 5,258,501 | |||||
Per Share Liquidation Preference (in dollars per share) | $ 2.70 | |||||
Series A-9 Convertible Preferred Stock | ||||||
Temporary Equity [Line Items] | ||||||
Shares Authorized (in shares) | 10,205,127 | |||||
Shares Issued (in shares) | 10,205,127 | |||||
Shares Outstanding (in shares) | 10,205,127 | |||||
Per Share Liquidation Preference (in dollars per share) | $ 2.86 | |||||
Series A-10 Convertible Preferred Stock | ||||||
Temporary Equity [Line Items] | ||||||
Shares Authorized (in shares) | 3,445,914 | |||||
Shares Issued (in shares) | 3,445,914 | |||||
Shares Outstanding (in shares) | 3,445,914 | |||||
Per Share Liquidation Preference (in dollars per share) | $ 3.02 | |||||
Series A-11 Convertible Preferred Stock | ||||||
Temporary Equity [Line Items] | ||||||
Shares Authorized (in shares) | 4,326,513 | |||||
Shares Issued (in shares) | 4,326,513 | |||||
Shares Outstanding (in shares) | 4,326,513 | |||||
Per Share Liquidation Preference (in dollars per share) | $ 0.39 | |||||
Series X Convertible Preferred Stock | ||||||
Temporary Equity [Line Items] | ||||||
Shares Authorized (in shares) | 20,077,073 | 20,077,073 | ||||
Shares Issued (in shares) | 18,457,230 | |||||
Shares Outstanding (in shares) | 0 | 18,457,230 | 0 | 0 | ||
Per Share Liquidation Preference (in dollars per share) | $ 9.96 |
Convertible Preferred Stock - C
Convertible Preferred Stock - Conversion Price (Details) | Dec. 02, 2020$ / shares |
Series A Convertible Preferred Stock | |
Temporary Equity [Line Items] | |
Conversion price (in dollars per share) | $ 3.18 |
Series A-1 Convertible Preferred Stock | |
Temporary Equity [Line Items] | |
Conversion price (in dollars per share) | 1.12 |
Series A-2 Convertible Preferred Stock | |
Temporary Equity [Line Items] | |
Conversion price (in dollars per share) | 1.11 |
Series A-3 Convertible Preferred Stock | |
Temporary Equity [Line Items] | |
Conversion price (in dollars per share) | 1.31 |
Series A-4 Convertible Preferred Stock | |
Temporary Equity [Line Items] | |
Conversion price (in dollars per share) | 1.47 |
Series A-5 Convertible Preferred Stock | |
Temporary Equity [Line Items] | |
Conversion price (in dollars per share) | 1.48 |
Series A-6 Convertible Preferred Stock | |
Temporary Equity [Line Items] | |
Conversion price (in dollars per share) | 2.22 |
Series A-7 Convertible Preferred Stock | |
Temporary Equity [Line Items] | |
Conversion price (in dollars per share) | 2.54 |
Series A-8 Convertible Preferred Stock | |
Temporary Equity [Line Items] | |
Conversion price (in dollars per share) | 2.70 |
Series A-9 Convertible Preferred Stock | |
Temporary Equity [Line Items] | |
Conversion price (in dollars per share) | 2.86 |
Series A-10 Convertible Preferred Stock | |
Temporary Equity [Line Items] | |
Conversion price (in dollars per share) | 3.02 |
Series A-11 Convertible Preferred Stock | |
Temporary Equity [Line Items] | |
Conversion price (in dollars per share) | 1.78 |
Series X Convertible Preferred Stock | |
Temporary Equity [Line Items] | |
Conversion price (in dollars per share) | $ 9.96 |
Convertible Preferred Stock - B
Convertible Preferred Stock - Beneficial Conversion Feature (Details) - USD ($) | Jul. 15, 2019 | Jun. 26, 2019 | Jun. 24, 2019 | Oct. 22, 2020 | Oct. 22, 2020 |
Temporary Equity [Line Items] | |||||
BCF | $ 12,039,000 | ||||
Common Stock | June 24, 2019 | Cash | |||||
Temporary Equity [Line Items] | |||||
Fair value of the Common Stock (in dollars per share) | $ 1.36 | ||||
Common Stock | June 24, 2019 | Settlement Of SAFEs | |||||
Temporary Equity [Line Items] | |||||
Fair value of the Common Stock (in dollars per share) | 1.36 | ||||
Common Stock | June 24, 2019 | Settlement Of Note | |||||
Temporary Equity [Line Items] | |||||
Fair value of the Common Stock (in dollars per share) | 1.36 | ||||
Common Stock | June 26, 2019 | Cash | |||||
Temporary Equity [Line Items] | |||||
Fair value of the Common Stock (in dollars per share) | $ 1.36 | ||||
Common Stock | July 15, 2019 | Cash | |||||
Temporary Equity [Line Items] | |||||
Fair value of the Common Stock (in dollars per share) | $ 1.36 | ||||
Common Stock | August 24, 2020 - September 22, 2020 | Cash | |||||
Temporary Equity [Line Items] | |||||
Fair value of the Common Stock (in dollars per share) | $ 10.33 | $ 10.33 | |||
Series A Convertible Preferred Stock | June 24, 2019 | Cash | |||||
Temporary Equity [Line Items] | |||||
Effective Conversion Price (in dollars per share) | $ 3.18 | ||||
Number of Shares Issuable upon Conversion (in shares) | 8,833,786 | ||||
BCF | $ 0 | ||||
Series A Convertible Preferred Stock | June 24, 2019 | Settlement Of SAFEs | |||||
Temporary Equity [Line Items] | |||||
Effective Conversion Price (in dollars per share) | $ 3.18 | ||||
Number of Shares Issuable upon Conversion (in shares) | 1,024,569 | ||||
BCF | $ 0 | ||||
Series A Convertible Preferred Stock | June 26, 2019 | Cash | |||||
Temporary Equity [Line Items] | |||||
Effective Conversion Price (in dollars per share) | $ 3.18 | ||||
Number of Shares Issuable upon Conversion (in shares) | 9,443,212 | ||||
BCF | $ 0 | ||||
Series A Convertible Preferred Stock | July 15, 2019 | Cash | |||||
Temporary Equity [Line Items] | |||||
Effective Conversion Price (in dollars per share) | $ 3.18 | ||||
Number of Shares Issuable upon Conversion (in shares) | 157,382 | ||||
BCF | $ 0 | ||||
Series A-1 Convertible Preferred Stock | June 24, 2019 | Settlement Of SAFEs | |||||
Temporary Equity [Line Items] | |||||
Effective Conversion Price (in dollars per share) | $ 1.12 | ||||
Number of Shares Issuable upon Conversion (in shares) | 2,226,013 | ||||
BCF | $ 536,000 | ||||
Series A-2 Convertible Preferred Stock | June 24, 2019 | Settlement Of SAFEs | |||||
Temporary Equity [Line Items] | |||||
Effective Conversion Price (in dollars per share) | $ 1.11 | ||||
Number of Shares Issuable upon Conversion (in shares) | 18,030,728 | ||||
BCF | $ 4,590,000 | ||||
Series A-3 Convertible Preferred Stock | June 24, 2019 | Settlement Of SAFEs | |||||
Temporary Equity [Line Items] | |||||
Effective Conversion Price (in dollars per share) | $ 1.31 | ||||
Number of Shares Issuable upon Conversion (in shares) | 3,047,168 | ||||
BCF | $ 156,000 | ||||
Series A-4 Convertible Preferred Stock | June 24, 2019 | Settlement Of SAFEs | |||||
Temporary Equity [Line Items] | |||||
Effective Conversion Price (in dollars per share) | $ 1.47 | ||||
Number of Shares Issuable upon Conversion (in shares) | 679,188 | ||||
BCF | $ 0 | ||||
Series A-5 Convertible Preferred Stock | June 24, 2019 | Settlement Of SAFEs | |||||
Temporary Equity [Line Items] | |||||
Effective Conversion Price (in dollars per share) | $ 1.48 | ||||
Number of Shares Issuable upon Conversion (in shares) | 1,691,162 | ||||
BCF | $ 0 | ||||
Series A-6 Convertible Preferred Stock | June 24, 2019 | Settlement Of SAFEs | |||||
Temporary Equity [Line Items] | |||||
Effective Conversion Price (in dollars per share) | $ 2.22 | ||||
Number of Shares Issuable upon Conversion (in shares) | 3,372,566 | ||||
BCF | $ 0 | ||||
Series A-7 Convertible Preferred Stock | June 24, 2019 | Settlement Of SAFEs | |||||
Temporary Equity [Line Items] | |||||
Effective Conversion Price (in dollars per share) | $ 2.54 | ||||
Number of Shares Issuable upon Conversion (in shares) | 19,896,477 | ||||
BCF | $ 0 | ||||
Series A-8 Convertible Preferred Stock | June 24, 2019 | Settlement Of SAFEs | |||||
Temporary Equity [Line Items] | |||||
Effective Conversion Price (in dollars per share) | $ 2.70 | ||||
Number of Shares Issuable upon Conversion (in shares) | 5,258,501 | ||||
BCF | $ 0 | ||||
Series A-9 Convertible Preferred Stock | June 24, 2019 | Settlement Of SAFEs | |||||
Temporary Equity [Line Items] | |||||
Effective Conversion Price (in dollars per share) | $ 2.86 | ||||
Number of Shares Issuable upon Conversion (in shares) | 10,205,127 | ||||
BCF | $ 0 | ||||
Series A-10 Convertible Preferred Stock | June 24, 2019 | Settlement Of SAFEs | |||||
Temporary Equity [Line Items] | |||||
Effective Conversion Price (in dollars per share) | $ 3.02 | ||||
Number of Shares Issuable upon Conversion (in shares) | 3,445,914 | ||||
BCF | $ 0 | ||||
Series A-11 Convertible Preferred Stock | June 24, 2019 | Settlement Of Note | |||||
Temporary Equity [Line Items] | |||||
Effective Conversion Price (in dollars per share) | $ 1.78 | ||||
Number of Shares Issuable upon Conversion (in shares) | 4,326,513 | ||||
BCF | $ 0 | ||||
Series X Convertible Preferred Stock | August 24, 2020 - September 22, 2020 | Cash | |||||
Temporary Equity [Line Items] | |||||
Effective Conversion Price (in dollars per share) | $ 9.96 | $ 9.96 | |||
Number of Shares Issuable upon Conversion (in shares) | 18,457,230 | 18,457,230 | |||
BCF | $ 6,757,000 |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) (Details) $ in Thousands | Dec. 02, 2020USD ($)voteshares | Dec. 31, 2020USD ($)voteshares | Dec. 31, 2019USD ($)shares | Dec. 03, 2020shares | Dec. 31, 2018shares | Dec. 31, 2015shares |
Class of Stock [Line Items] | ||||||
Common stock, shares issued (in shares) | 323,936,240 | |||||
Common stock, shares outstanding (in shares) | 323,936,240 | |||||
Compensation expense | $ | $ 8,711 | $ 2,702 | ||||
Treasury stock, shares outstanding (in shares) | 0 | 4,958,471 | ||||
Founders Preferred Stock | ||||||
Class of Stock [Line Items] | ||||||
Preferred stock, shares issued (in shares) | 0 | 26,206,837 | 26,206,837 | |||
Conversion ratio | 1 | |||||
Chief Executive Officer | Gores Metropoulos | ||||||
Class of Stock [Line Items] | ||||||
Compensation expense | $ | $ 3,000 | |||||
Chief Executive Officer | Gores Metropoulos | Founders Preferred Stock | ||||||
Class of Stock [Line Items] | ||||||
Shares converted (in shares) | 22,935,412 | |||||
Class A Common Stock | ||||||
Class of Stock [Line Items] | ||||||
Common stock, shares authorized (in shares) | 715,000,000 | 283,523,459 | ||||
Common stock, shares issued (in shares) | 218,818,037 | 139,635,890 | 218,818,037 | |||
Common stock, shares outstanding (in shares) | 218,818,037 | 134,677,419 | 218,818,037 | |||
Common stock, votes per share | vote | 1 | |||||
Class A Common Stock | Common Stock | ||||||
Class of Stock [Line Items] | ||||||
Common stock, shares outstanding (in shares) | 218,818,037 | 139,635,890 | 134,337,450 | |||
Class A Common Stock | Chief Executive Officer | Gores Metropoulos | ||||||
Class of Stock [Line Items] | ||||||
Common stock, votes per share | vote | 1 | |||||
Class A Common Stock | Chief Executive Officer | Gores Metropoulos | Common Stock | ||||||
Class of Stock [Line Items] | ||||||
Shares converted (in shares) | 82,182,791 | |||||
Class B Common Stock | ||||||
Class of Stock [Line Items] | ||||||
Common stock, shares authorized (in shares) | 121,000,000 | 0 | ||||
Common stock, shares issued (in shares) | 105,118,203 | 0 | 105,118,203 | |||
Common stock, shares outstanding (in shares) | 105,118,203 | 0 | 105,118,203 | |||
Common stock, votes per share | vote | 10 | |||||
Class B Common Stock | Common Stock | ||||||
Class of Stock [Line Items] | ||||||
Common stock, shares outstanding (in shares) | 105,118,203 | 0 | 0 | |||
Class B Common Stock | Chief Executive Officer | Gores Metropoulos | ||||||
Class of Stock [Line Items] | ||||||
Common stock, votes per share | vote | 10 |
Earnings (Loss) Per Share - Bas
Earnings (Loss) Per Share - Basic and Diluted Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Numerator: | ||
Net loss | $ (362,298) | $ (94,718) |
Deemed dividend attributable to BCF accretion | (6,757) | (5,282) |
Net loss attributable to common shareholders | $ (369,055) | $ (100,000) |
Denominator: | ||
Weighted average Common shares outstanding- Basic (in shares) | 145,096,996 | 118,835,912 |
Dilutive effect of potential common shares (in shares) | 0 | 0 |
Weighted average Common shares outstanding- Diluted (in shares) | 145,096,996 | 118,835,912 |
Net loss per shares attributable to Common shareholders- Basic and Diluted (in dollars per share) | $ (2.54) | $ (0.84) |
Earnings (Loss) Per Share - Ant
Earnings (Loss) Per Share - Antidilutive Securities (Details) - shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total (in shares) | 67,911,961 | 133,258,410 |
Warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total (in shares) | 24,089,255 | 971,626 |
Stock Options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total (in shares) | 16,188,071 | 4,988,077 |
Restricted Stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total (in shares) | 1,815,891 | 6,273,719 |
Series A Convertible Preferred Stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total (in shares) | 0 | 94,818,151 |
Founders Preferred Stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total (in shares) | 0 | 26,206,837 |
Earn-Out Shares | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total (in shares) | 25,818,744 | 0 |
Stock-based Compensation - Narr
Stock-based Compensation - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended | 18 Months Ended | |
Jun. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Awards granted (in shares) | 12,904,692 | 5,002,390 | ||
Compensation cost | $ 8,711 | $ 2,702 | ||
Weighted-average grant date fair value (in dollars per share) | $ 0.98 | $ 0.68 | ||
Fair value of options vested | $ 1,400 | $ 200 | ||
Unrecognized stock-based compensation expense | $ 11,200 | $ 11,200 | ||
2020 Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares authorized for issuance (in shares) | 36,588,278 | 36,588,278 | ||
Awards granted (in shares) | 0 | |||
Stock Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation cost | $ 3,200 | 200 | ||
Unrecognized compensation expense, period for recognition | 2 years 14 days | |||
Stock Options | 2015 Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting period (in years) | 4 years | |||
Award expiration period (in years) | 10 years | |||
Stock Options | First Anniversary of Grant Date | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting period (in years) | 1 year | |||
Stock Options | First Anniversary of Grant Date | 2015 Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting percentage | 25.00% | |||
Stock Options | Monthly Vesting | 2015 Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting period (in years) | 36 months | |||
Award vesting percentage | 75.00% | |||
Restricted Stock | Share-based Payment Arrangement, Employee | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting period (in years) | 4 years | |||
Compensation cost | $ 2,400 | $ 2,400 | ||
Unrecognized compensation expense, period for recognition | 1 year 5 months 15 days | |||
Granted (in shares) | 0 | 2,055,545 | 0 | |
Fair value of restricted stock vested | $ 2,200 | $ 2,500 | ||
Unrecognized stock-based compensation expense for restricted stock | 1,900 | $ 1,900 | ||
Restricted Stock | Share-based Payment Arrangement, Nonemployee | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation cost | $ 124 | $ 44 | ||
Unrecognized compensation expense, period for recognition | 1 year 3 months 14 days | |||
Granted (in shares) | 0 | 0 | ||
Restricted Stock | First Anniversary of Grant Date | Share-based Payment Arrangement, Employee | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting period (in years) | 1 year | |||
Award vesting percentage | 25.00% | |||
Restricted Stock | Monthly Vesting | Share-based Payment Arrangement, Employee | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting period (in years) | 36 months | |||
Award vesting percentage | 75.00% |
Stock-based Compensation - Fair
Stock-based Compensation - Fair Value Assumptions (Details) - Stock Options - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected volatility, minimum | 49.30% | 44.60% |
Expected volatility, maximum | 51.90% | 49.30% |
Risk-free interest rate, minimum | 0.40% | 1.60% |
Risk-free interest rate, maximum | 1.80% | 1.90% |
Dividend yield | 0.00% | 0.00% |
Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (years) | 5 years 11 months 15 days | 5 years 3 months 7 days |
Current stock value (in dollars per share) | $ 1.67 | $ 1.28 |
Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (years) | 6 years 7 days | 6 years 7 days |
Current stock value (in dollars per share) | $ 5.64 | $ 1.67 |
Stock-based Compensation - Stoc
Stock-based Compensation - Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Number of Common Stock Options | ||
Outstanding at beginning of period (in shares) | 4,988,077 | 0 |
Granted (in shares) | 12,904,692 | 5,002,390 |
Forfeited (in shares) | (1,704,698) | (14,313) |
Outstanding at end of period (in shares) | 16,188,071 | 4,988,077 |
Vested and exercisable (in shares) | 2,524,151 | |
Vested and expected to vest (in shares) | 16,188,071 | |
Weighted- Average Exercise Price | ||
Outstanding at beginning of period (in dollars per share) | $ 1.67 | $ 0 |
Granted (in dollars per share) | 1.67 | 1.67 |
Forfeited (in dollars per share) | 1.67 | 1.67 |
Outstanding at end of period (in dollars per share) | 1.67 | $ 1.67 |
Vested and exercisable (in dollars per share) | 1.67 | |
Vested and expected to vest (in dollars per share) | $ 1.67 | |
Weighted- Average Remaining Contractual Life (Years) | ||
Outstanding balance | 9 years 4 months 6 days | |
Vested and exercisable | 8 years 10 months 13 days | |
Vested and expected to vest | 9 years 4 months 6 days | |
Aggregate Intrinsic Value (In Thousands) | ||
Outstanding balance | $ 523,401 | |
Vested and exercisable | 81,612 | |
Vested and expected to vest | $ 523,401 |
Stock-based Compensation - Rest
Stock-based Compensation - Restricted Stock Activity (Details) - Restricted Stock - $ / shares | 12 Months Ended | 18 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | |
Share-based Payment Arrangement, Employee | |||
Shares | |||
Outstanding at beginning of period (in shares) | 6,246,471 | 22,849,169 | |
Granted (in shares) | 0 | 2,055,545 | 0 |
Forfeited (in shares) | (1,667,349) | (1,324,245) | |
Vested (in shares) | (2,770,458) | (17,333,998) | |
Outstanding at end of period (in shares) | 1,808,664 | 6,246,471 | 1,808,664 |
Weighted Average Grant Date Fair Value per Share | |||
Outstanding at beginning of period (in dollars per share) | $ 0.80 | $ 0.22 | |
Granted (in dollars per share) | 0 | 1.29 | |
Forfeited (in dollars per share) | 0.86 | 0.53 | |
Vested (in dollars per share) | 0.74 | 0.14 | |
Outstanding at end of period (in dollars per share) | $ 1.15 | $ 0.80 | $ 1.15 |
Share-based Payment Arrangement, Nonemployee | |||
Shares | |||
Outstanding at beginning of period (in shares) | 27,248 | 234,697 | |
Granted (in shares) | 0 | 0 | |
Forfeited (in shares) | (3,123) | 0 | |
Vested (in shares) | (16,898) | (207,449) | |
Outstanding at end of period (in shares) | 7,227 | 27,248 | 7,227 |
Weighted Average Grant Date Fair Value per Share | |||
Outstanding at beginning of period (in dollars per share) | $ 1.29 | $ 0.11 | |
Granted (in dollars per share) | 0 | 0 | |
Forfeited (in dollars per share) | 0 | 0 | |
Vested (in dollars per share) | 1.29 | 1.29 | |
Outstanding at end of period (in dollars per share) | $ 1.29 | $ 1.29 | $ 1.29 |
Stock-based Compensation - Comp
Stock-based Compensation - Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Compensation expense | $ 8,711 | $ 2,702 |
Cost of sales | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Compensation expense | 309 | 92 |
Research and development | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Compensation expense | 2,098 | 914 |
Sales and marketing | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Compensation expense | 414 | 163 |
General and administrative | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Compensation expense | $ 5,890 | $ 1,533 |
Retirement Plan (Details)
Retirement Plan (Details) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2019 | Dec. 31, 2020years | Dec. 31, 2019USD ($) | |
Retirement Benefits [Abstract] | |||
Period of employment preceding minimum length of employment to be eligible in the plan | years | 2 | ||
Minimum length of employment for employees to participate in the plan (in years) | 5 years | ||
Minimum age requirement for employees to participate in the plan (in years) | 21 years | ||
Maximum annual contribution by employer based on participant's gross salary (as a percent) | 15.00% | ||
Company's contribution to the retirement plan | $ | $ 135,000 |
Income Taxes - Components of Lo
Income Taxes - Components of Loss Before Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Domestic | $ (362,338) | $ (94,718) |
Foreign | 40 | 0 |
Loss before income taxes | $ (362,298) | $ (94,718) |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Current provision for income taxes | $ 0 | $ 0 |
Deferred provision for income taxes | $ 0 | $ 0 |
Statutory tax rate | 21.00% | 21.00% |
Valuation allowance | $ 69,222,000 | $ 46,998,000 |
Operating Loss Carryforwards [Line Items] | ||
Interest and penalties accrued | 0 | $ 0 |
Unrecognized tax benefits that would impact effective tax rate, if recognized | 0 | |
Domestic | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | 241,600,000 | |
Net operating loss carryforwards, not subject to expiration | 198,900,000 | |
Net operating loss carryforwards, subject to expiration | 42,700,000 | |
Domestic | Research Tax Credit Carryforward | ||
Operating Loss Carryforwards [Line Items] | ||
Research and development tax credit carryforwards | 8,000,000 | |
U.S. State | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | 240,000,000 | |
U.S. State | Research Tax Credit Carryforward | ||
Operating Loss Carryforwards [Line Items] | ||
Research and development tax credit carryforwards | $ 4,700,000 |
Income Taxes - Effective Tax Ra
Income Taxes - Effective Tax Rate (Details) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
U.S. federal provision at statutory rate | 21.00% | 21.00% |
State income taxes, net of federal benefit | 0.70% | 2.90% |
Tax credits | 0.60% | 1.90% |
Fair value of financial instruments | (15.60%) | (6.80%) |
Stock-based compensation expense | (0.40%) | (0.60%) |
Uncertain tax benefits | (0.30%) | (0.90%) |
Change in valuation allowance | (6.00%) | (17.50%) |
Effective tax rate | 0.00% | (0.00%) |
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 carry forward | $ 62,346 | $ 43,971 |
Tax credits | 3,975 | 2,397 |
Accruals and reserves | 3,323 | 1,671 |
Stock-based compensation expense | 267 | 23 |
Other | 2 | 2 |
Total deferred tax assets | 69,913 | 48,064 |
Valuation allowance | (69,222) | (46,998) |
Total deferred tax asset | 691 | 1,066 |
Depreciation and amortization | 691 | 1,066 |
Deferred tax liabilities: | ||
Total deferred tax liabilities | 691 | 1,066 |
Net deferred tax assets (liabilities) | $ 0 | $ 0 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Unrecognized tax benefits as of the beginning of the year | $ 2,397 | $ 1,473 |
Increases related to prior year tax positions | 327 | 0 |
Increase related to current year tax positions | 1,251 | 924 |
Unrecognized tax benefits as of the end of the year | $ 3,975 | $ 2,397 |
Commitment and Contingencies -
Commitment and Contingencies - Narrative (Details) - USD ($) $ in Millions | Aug. 14, 2020 | Jul. 13, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | May 02, 2018 |
Commitments and Contingencies Disclosure [Abstract] | |||||
Rent expense related to operating leases | $ 7.6 | $ 6 | |||
Purchase obligations | 9.8 | ||||
Settlement amount | $ 1.5 | ||||
Remaining balance of settlement liability | $ 1 | ||||
Purchase commitment | $ 2.6 | ||||
Amount paid for a release from the obligation with the supplier | $ 1.1 |
Commitment and Contingencies _2
Commitment and Contingencies - Future Minimum Lease Payments (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Capital Leases | |
2021 | $ 331 |
2022 | 240 |
2023 | 70 |
2024 | 28 |
2025 | 25 |
Thereafter | 0 |
Total minimum lease payments | 694 |
Less: amount representing interest | 80 |
Capital lease obligations as of December 31, 2020 | 614 |
Operating Leases | |
2021 | 5,834 |
2022 | 6,172 |
2023 | 4,544 |
2024 | 746 |
2025 | 0 |
Thereafter | 0 |
Total minimum lease payments | $ 17,296 |
Segment and Customer Concentr_3
Segment and Customer Concentration Information - Segment Operating Results and Reconciliation to the Consolidated Balances (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue: | ||
Revenue | $ 13,951 | $ 12,602 |
Depreciation and amortization | 2,517 | 2,316 |
Operating gain (loss) | (86,875) | (62,615) |
Other significant items: | ||
Segment assets | 510,351 | 51,864 |
Inventories, net | 3,613 | 4,002 |
Reportable Segments | ||
Revenue: | ||
Revenue | 18,715 | 15,551 |
Depreciation and amortization | 2,523 | 2,316 |
Operating gain (loss) | (86,977) | (62,615) |
Other significant items: | ||
Segment assets | 514,651 | 54,389 |
Inventories, net | 3,613 | 4,002 |
Eliminations | ||
Revenue: | ||
Revenue | (4,764) | (2,949) |
Depreciation and amortization | (6) | 0 |
Operating gain (loss) | 102 | 0 |
Other significant items: | ||
Segment assets | (4,300) | (2,525) |
Inventories, net | 0 | 0 |
Autonomy Solutions | ||
Revenue: | ||
Revenue | 11,387 | 9,666 |
Autonomy Solutions | Reportable Segments | ||
Revenue: | ||
Revenue | 12,903 | 9,666 |
Depreciation and amortization | 2,395 | 2,135 |
Operating gain (loss) | (86,661) | (62,874) |
Other significant items: | ||
Segment assets | 511,676 | 52,171 |
Inventories, net | 3,604 | 4,002 |
Autonomy Solutions | Eliminations | ||
Revenue: | ||
Revenue | (1,516) | 0 |
Component Sales | ||
Revenue: | ||
Revenue | 2,564 | 2,936 |
Component Sales | Reportable Segments | ||
Revenue: | ||
Revenue | 5,812 | 5,885 |
Depreciation and amortization | 128 | 181 |
Operating gain (loss) | (316) | 259 |
Other significant items: | ||
Segment assets | 2,975 | 2,218 |
Inventories, net | 9 | 0 |
Component Sales | Eliminations | ||
Revenue: | ||
Revenue | $ (3,248) | $ (2,949) |
Segment and Customer Concentr_4
Segment and Customer Concentration Information - Narrative (Details) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue from contract with customer benchmark | Customer Concentration Risk | Largest Customer | ||
Concentration Risk [Line Items] | ||
Percentage of revenue (as percent) | 64.00% | 43.00% |
Related Party Transactions (Det
Related Party Transactions (Details) | 1 Months Ended | 12 Months Ended | |
Feb. 28, 2017 | Dec. 31, 2020USD ($)ft² | Dec. 31, 2019USD ($) | |
Corporate Housing Lease | Chief Business Officer | |||
Related Party Transaction [Line Items] | |||
Area of property (square feet) | ft² | 4,910 | ||
Rent Expense | Chief Business Officer | |||
Related Party Transaction [Line Items] | |||
Rent expense incurred | $ 0 | $ 11,000 | |
Lease Agreement | BFE Leasing LLC | |||
Related Party Transaction [Line Items] | |||
Area of property (square feet) | ft² | 13,000 | ||
Rent expense incurred | $ 300,000 | $ 300,000 | |
Term of lease agreement | 5 years | ||
Future minimum lease payments | $ 500,000 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 16, 2021 | Dec. 02, 2020 | Apr. 14, 2021 | Apr. 14, 2021 | Dec. 31, 2021 | Feb. 26, 2021 | Feb. 03, 2021 | Feb. 02, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Subsequent Event [Line Items] | ||||||||||
Warrant liabilities | $ 343,400 | $ 1,122 | ||||||||
Fair value of warrants not yet extinguished | 52,800 | |||||||||
Private And Public Warrants | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Warrant liabilities | $ 343,400 | |||||||||
Private Warrants | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Warrants outstanding (in shares) | 6,666,666 | |||||||||
Public Warrants | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Warrants outstanding (in shares) | 13,333,309 | |||||||||
Class A Common Stock | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Conversion of warrants into securities (in shares) | 4,089,280 | |||||||||
New shares registered (in shares) | 715,000,000 | 283,523,459 | ||||||||
Lock-up period (in days) | 180 days | |||||||||
Subsequent Event | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Warrant liabilities extinguished | $ 290,600 | |||||||||
Subsequent Event | Private And Public Warrants | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Proceeds from warrant exercises | $ 153,900 | |||||||||
Subsequent Event | Private Warrants | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Warrants outstanding (in shares) | 3,077,021 | 3,077,021 | ||||||||
Warrants exercised (in shares) | 3,589,645 | |||||||||
Subsequent Event | Public Warrants | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Warrants outstanding (in shares) | 0 | 0 | ||||||||
Warrants exercised (in shares) | 13,128,671 | |||||||||
Remaining warrants redeemed (in shares) | 204,638 | |||||||||
Redemption price per warrant (in dollars per share) | $ 0.01 | |||||||||
Subsequent Event | Public Warrants | Forecast | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Warrants outstanding (in shares) | 13,333,309 | |||||||||
Exercise price of warrants (in dollars per share) | $ 11.50 | |||||||||
Subsequent Event | Class A Common Stock | ||||||||||
Subsequent Event [Line Items] | ||||||||||
New shares registered (in shares) | 85,949,156 | |||||||||
Subsequent Event | Class A Common Stock | Resale Prospectus | Forecast | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Sale of stock (in shares) | 181,247,830 | |||||||||
Subsequent Event | Class A Common Stock | Private Warrants | Resale Prospectus | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Conversion of warrants into securities (in shares) | 6,666,666 | |||||||||
Subsequent Event | Class A Common Stock | Public Warrants | Forecast | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Conversion of warrants into securities (in shares) | 13,333,309 |