Cover Page
Cover Page - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2021 | Feb. 18, 2022 | Jun. 30, 2021 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2021 | ||
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 | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 4.6 | ||
Documents Incorporated by Reference | DOCUMENTS INCORPORATED BY REFERENCE None. | ||
Entity Central Index Key | 0001758057 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Class A Common Stock | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 252,252,472 | ||
Class B Common Stock | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 97,088,670 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2021 | |
Audit Information [Abstract] | |
Auditor Name | Deloitte & Touche LLP |
Auditor Location | San Jose, CA |
Auditor Firm ID | 34 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 329,977 | $ 208,944 |
Restricted cash | 725 | 775 |
Marketable securities (including $12,200 with a related party as of December 31, 2021, see Note 19) | 462,141 | 276,710 |
Accounts receivable | 13,013 | 5,971 |
Inventory | 10,342 | 3,613 |
Prepaid expenses and other current assets | 29,195 | 4,797 |
Total current assets | 845,393 | 500,810 |
Property and equipment, net | 11,009 | 7,689 |
Operating lease right-of-use assets | 9,145 | 0 |
Intangible assets, net | 2,424 | 0 |
Goodwill | 3,110 | 701 |
Other non-current assets | 12,455 | 1,151 |
Total assets | 883,536 | 510,351 |
Current liabilities: | ||
Accounts payable | 14,419 | 6,039 |
Accrued and other current liabilities | 19,844 | 10,452 |
Operating lease liabilities | 4,735 | 0 |
Debt, current | 0 | 99 |
Total current liabilities | 38,998 | 16,590 |
Warrant liabilities | 31,230 | 343,400 |
Debt, non-current | 0 | 302 |
Convertible senior notes | 608,957 | 0 |
Operating lease liabilities, non-current | 5,768 | 0 |
Other non-current liabilities | 598 | 1,318 |
Total liabilities | 685,551 | 361,610 |
Commitments and contingencies (see Note 17) | ||
Stockholders’ equity: | ||
Additional paid-in capital | 1,257,214 | 733,175 |
Accumulated other comprehensive income (loss) | (908) | 34 |
Treasury stock, at cost, 15,263,761 and 0 shares as of December 31, 2021 and 2020, respectively | (235,871) | 0 |
Accumulated deficit | (822,487) | (584,501) |
Total stockholders’ equity | 197,985 | 148,741 |
Total liabilities and stockholders’ equity | 883,536 | 510,351 |
Preferred Stock | ||
Stockholders’ equity: | ||
Preferred stock | 0 | 0 |
Class A Common Stock | ||
Stockholders’ equity: | ||
Common stock | 27 | 22 |
Class B Common Stock | ||
Stockholders’ equity: | ||
Common stock | $ 10 | $ 11 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Stockholders’ equity: | ||
Marketable securities, related party | $ 462,141 | $ 276,710 |
Preferred stock, shares outstanding (in shares) | 0 | |
Treasury stock, at cost (in shares) | 15,263,761 | 0 |
Related Party | ||
Stockholders’ equity: | ||
Marketable securities, related party | $ 12,200 | |
Preferred Stock | ||
Stockholders’ equity: | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Class A Common Stock | ||
Stockholders’ equity: | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 715,000,000 | 715,000,000 |
Common stock, shares issued (in shares) | 266,076,525 | 218,818,037 |
Common stock, shares outstanding (in shares) | 250,812,764 | 218,818,037 |
Treasury stock, at cost (in shares) | 15,263,761 | |
Class B Common Stock | ||
Stockholders’ equity: | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 121,000,000 | 121,000,000 |
Common stock, shares issued (in shares) | 97,088,670 | 105,118,203 |
Common stock, shares outstanding (in shares) | 97,088,670 | 105,118,203 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Total revenue | $ 31,944 | $ 13,951 | $ 12,602 |
Total cost of sales | 46,092 | 24,952 | 16,655 |
Gross loss | (14,148) | (11,001) | (4,053) |
Operating expenses: | |||
Research and development | 88,861 | 38,651 | 36,971 |
Sales and marketing | 17,858 | 7,948 | 4,730 |
General and administrative | 93,685 | 29,275 | 16,861 |
Total operating expenses | 200,404 | 75,874 | 58,562 |
Loss from operations | (214,552) | (86,875) | (62,615) |
Change in fair value of SAFE notes | 0 | 0 | (24,215) |
Change in fair value of warrant liabilities | (26,126) | (268,266) | (256) |
Loss on extinguishment of debt | 0 | (3,996) | (6,124) |
Interest expense and other | (2,028) | (2,885) | (2,239) |
Interest income and other | 3,458 | (276) | 731 |
Total other income (expense), net | (24,696) | (275,423) | (32,103) |
Loss before income taxes | (239,248) | (362,298) | (94,718) |
Benefit from income taxes | (1,262) | 0 | 0 |
Net loss | (237,986) | (362,298) | (94,718) |
Net loss attributable to common stockholders | $ (237,986) | $ (369,055) | $ (100,000) |
Net loss per share attributable to common stockholders: | |||
Net loss per shares attributable to common shareholders- Basic (in dollars per share) | $ (0.69) | $ (2.54) | $ (0.84) |
Net loss per shares attributable to common shareholders- Diluted (in dollars per share) | $ (0.69) | $ (2.54) | $ (0.84) |
Shares used in computing net loss per share attributable to common stockholders: | |||
Basic (in shares) | 346,300,975 | 145,096,996 | 118,835,912 |
Diluted (in shares) | 346,300,975 | 145,096,996 | 118,835,912 |
Comprehensive Loss: | |||
Net loss | $ (237,986) | $ (362,298) | $ (94,718) |
Net unrealized gains (losses) on available-for-sale debt securities | (942) | 35 | (1) |
Comprehensive loss | (238,928) | (362,263) | (94,719) |
Products | |||
Total revenue | 10,118 | 4,840 | 12,602 |
Total cost of sales | 23,484 | 15,097 | 16,655 |
Services | |||
Total revenue | 21,826 | 9,111 | 0 |
Total cost of sales | $ 22,608 | $ 9,855 | $ 0 |
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 | Treasury Stock | 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] | ||||||||||||
Shares repurchased | 0 | |||||||||||
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 (loss) 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 | 139,635,890 | 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) | ||||||||||
Shares repurchased | 0 | |||||||||||
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 | |||||||||
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 | ||||||||||
Public and Private Warrants | 102,396 | 102,396 | ||||||||||
Other comprehensive (loss) 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 | ||||||||
Ending balance (in shares) at Dec. 31, 2021 | 0 | 0 | ||||||||||
Ending balance at Dec. 31, 2021 | $ 0 | $ 0 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Retirement of Class A shares (in shares) | (71,894) | |||||||||||
Retirement of Class A shares | 0 | |||||||||||
Purchases of capped call options related to the convertible senior notes | (73,438) | (73,438) | ||||||||||
Shares repurchased | 4,273 | $ (235,871) | ||||||||||
Issuance of Class A common stock upon exercise of Public and Private Warrants (in shares) | 15,574,037 | |||||||||||
Issuance of Class A common stock upon exercise of Public and Private Warrants | 492,221 | 492,219 | $ 2 | |||||||||
Issuance of Class A common stock upon exercise of stock options and vesting of restricted stock units (in Shares) | 5,232,744 | |||||||||||
Issuance of Class A common stock upon exercise of stock options and vesting of restricted stock units | 6,176 | 6,176 | $ 0 | |||||||||
Vendor stock-in-lieu of cash program (in shares) | 291,940 | |||||||||||
Vendor stock-in-lieu of cash program | 10,743 | 10,743 | ||||||||||
Issuance of shares for investment in Robotic Research Opco, LLC (in shares) | 618,924 | |||||||||||
Issuance of shares for investment in Robotic Research Opco, LLC | 10,002 | 10,002 | ||||||||||
Conversion of SAFE into Series A common stock and Issuance of Class A common stock upon exercise of warrants (in shares) | 15,000,000 | (15,000,000) | ||||||||||
Conversion of SAFE into Series A common stock and Issuance of Class A common stock upon exercise of warrants | 0 | 0 | $ 2 | $ (2) | ||||||||
Gores shares recapitalized, net of redemptions and equity issuance costs (in shares) | 370,034 | |||||||||||
Gores shares recapitalized, net of redemptions and equity issuance costs of $17,226 | 6,527 | 6,527 | ||||||||||
Issuance of earn-out shares (in shares) | 10,242,703 | 6,970,467 | ||||||||||
Issuance of earn-out shares | 0 | (2) | $ 1 | $ 1 | ||||||||
Share-based compensation | 70,983 | 70,983 | ||||||||||
Public and Private Warrants | 959 | |||||||||||
Payments of employee taxes related to vested restricted stock units | (140) | (140) | ||||||||||
Other comprehensive (loss) income | (942) | (942) | ||||||||||
Net loss | (237,986) | (237,986) | ||||||||||
Cash received from Gores on settlement of recapitalization of escrow | $ 10 | 10 | ||||||||||
Ending balance (in shares) at Dec. 31, 2021 | 0 | 0 | ||||||||||
Ending balance at Dec. 31, 2021 | $ 197,985 | $ 0 | $ 1,257,214 | $ (908) | $ (235,871) | $ (822,487) | $ 27 | $ 10 | ||||
Ending balance (in shares) at Dec. 31, 2021 | 250,812,764 | 266,076,525 | 97,088,670 | 97,088,670 |
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 cost paid for Series X convertible preferred stock | $ 5,790 | $ 0 |
Gores shares recapitalized, equity issuance costs | 17,226 | |
Series A Convertible Preferred Stock | Conversion of SAFE | ||
Issuance cost paid for Series X convertible preferred stock | 3,775 | |
Series A Convertible Preferred Stock | Issuance of convertible preferred stock for cash | ||
Issuance cost paid for Series X convertible preferred stock | $ 1,592 | |
Series X Convertible Preferred Stock | ||
Issuance cost paid for Series X convertible preferred stock | $ 5,790 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities: | |||
Net loss | $ (237,986) | $ (362,298) | $ (94,718) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 4,162 | 2,517 | 2,316 |
Noncash lease expense relating to operating lease right-of-use assets | 3,705 | 0 | 0 |
Amortization of premium on marketable securities | 1,792 | 175 | 0 |
Change in fair value of warrants and SAFE liabilities | 26,126 | 268,266 | 24,471 |
Vendor stock-in-lieu of cash program | 10,817 | 0 | 0 |
Impairment of inventories | 2,918 | 4,407 | 1,378 |
Loss on sale or disposal of property and equipment | 752 | 525 | 37 |
Loss on extinguishment of debt | 0 | 3,996 | 6,124 |
Share-based compensation | 77,684 | 8,711 | 2,702 |
Expense related to Volvo Warrants | 959 | 0 | 0 |
Warranty related to sensors | 1,538 | 0 | 0 |
Deferred taxes | (1,262) | 0 | 0 |
Other | 305 | 0 | 0 |
Changes in operating assets and liabilities: | |||
Accounts receivable | (6,233) | (4,294) | 805 |
Inventories | (10,751) | (4,018) | (2,454) |
Prepaid expenses and other current assets | (24,340) | (2,805) | 179 |
Other non-current assets | (6) | 165 | (2) |
Accounts payable | 3,838 | 2,620 | (431) |
Accrued and other current liabilities | 3,578 | 6,693 | (448) |
Other non-current liabilities | (6,017) | (302) | (160) |
Net cash used in operating activities | (148,421) | (75,642) | (60,201) |
Cash flows from investing activities: | |||
Cash received from acquisition of OptoGration, Inc. | 358 | 0 | 0 |
Purchases of marketable securities (including $16,423 with related parties in 2021, see Note 19) | (716,933) | (315,920) | (6,908) |
Proceeds from maturities of marketable securities | 366,857 | 16,755 | 0 |
Proceeds from sales/redemptions of marketable securities (including $4,396 with related parties in 2021, see Note 19) | 161,910 | 28,974 | 249 |
Proceeds from refundable security deposits | 0 | 581 | 0 |
Purchases of property and equipment | (6,433) | (2,202) | (1,487) |
Disposal of property and equipment | 53 | 18 | 368 |
Net cash used in investing activities | (194,188) | (271,794) | (7,778) |
Cash flows from financing activities: | |||
Proceeds from issuance of convertible senior notes, net of debt discounts of $15,625 | 609,375 | 0 | 0 |
Purchases of capped call options | (73,438) | 0 | 0 |
Cash received from Gores on recapitalization | 0 | 380,601 | 0 |
Transaction costs related to merger with Gores | 0 | (17,226) | 0 |
Issuance cost paid for Series X convertible preferred stock | 0 | (5,790) | 0 |
Proceeds from the issuance of debt | 0 | 32,101 | 0 |
Repayment of debt | (112) | (41,190) | (9,540) |
Debt prepayment charges | 0 | (1,918) | 0 |
Debt issuance costs | 0 | (361) | (5,367) |
Settlement of SAFE notes | 0 | 0 | (5,609) |
Principal payments on finance leases (capital leases prior to adoption of ASC 842) | (289) | (222) | (118) |
Proceeds from issuance of SAFE notes | 0 | 0 | 37,377 |
Proceeds from exercise of warrants | 153,927 | 0 | 0 |
Proceeds from exercise of stock options | 5,859 | 0 | 0 |
Proceeds from issuance of restricted common stock | 0 | 0 | 61 |
Repurchases of common stock and redemption of warrants | (231,600) | (10) | (13) |
Other financing activities | (130) | 0 | 0 |
Net cash provided by financing activities | 463,592 | 529,850 | 85,457 |
Net increase in cash, cash equivalents and restricted cash | 120,983 | 182,414 | 17,478 |
Ending cash, cash equivalents and restricted cash | 330,702 | 209,719 | 27,305 |
Beginning cash, cash equivalents and restricted cash | 209,719 | 27,305 | 9,827 |
Supplemental disclosures of cash flow information: | |||
Cash paid for interest | 215 | 2,789 | 2,018 |
Supplemental disclosures of noncash investing and financing activities: | |||
Conversion of Bridge Note into Series A convertible preferred stock | 0 | 0 | 7,719 |
Conversion of SAFE notes into common stock | 0 | 0 | 4,925 |
Conversion of SAFE notes into Series A convertible preferred stock | 0 | 0 | 173,726 |
Issuance of Class A common stock upon exercise of warrants | 338,293 | 30,112 | 0 |
Issuance of Class A common stock upon exercise of warrants | 0 | 422,813 | 0 |
Issuance of Class A common stock for investment in Robotic Research OpCo, LLC | 10,002 | 0 | 0 |
Issuance of Class A common stock to acquire OptoGration, Inc. | 6,527 | 0 | 0 |
Assets acquired under finance leases (capital leases prior to adoption of ASC 842) | 0 | 318 | 397 |
Purchases of property and equipment recorded in accounts payable and accrued liabilities | 849 | 319 | 150 |
Amounts payable for shares repurchased | $ 4,273 | 0 | 0 |
Accounting Standards Update [Extensible Enumeration] | Accounting Standards Update 2016-02 | ||
Other Noncash Investing and Financing Items [Abstract] | |||
Operating lease right-of-use assets obtained in exchange for lease obligations | $ 2,876 | 0 | 0 |
Accounting Standards Update 2016-02 | |||
Other Noncash Investing and Financing Items [Abstract] | |||
Operating lease right-of-use assets obtained in exchange for lease obligations | 10,849 | 0 | 0 |
Series X Convertible Preferred Stock | |||
Cash flows from financing activities: | |||
Issuance cost paid for Series X convertible preferred stock | (5,790) | ||
Other Noncash Investing and Financing Items [Abstract] | |||
Proceeds from issuance of preferred stock | 0 | 183,865 | 0 |
Series A Convertible Preferred Stock | |||
Other Noncash Investing and Financing Items [Abstract] | |||
Proceeds from issuance of preferred stock | $ 0 | $ 0 | $ 68,666 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Statement of Cash Flows [Abstract] | |
Purchases of marketable securities with related parties | $ 16,423 |
Proceeds from sales of marketable securities with related parties | 4,396 |
Debt discount | $ 15,625 |
Organization and Description of
Organization and Description of Business | 12 Months Ended |
Dec. 31, 2021 | |
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 (the “Merger Agreement”), dated August 24, 2020 with the pre-Business Combination Luminar Technologies, Inc. (“Legacy Luminar”). Legacy Luminar was incorporated in Delaware on March 31, 2015. In connection with the consummation of the Business Combination, the Company changed its name from Gores Metropoulos, Inc. to Luminar Technologies, Inc. The Company’s common stock is listed on the NASDAQ under the symbol “LAZR.” The Company’s public warrants to purchase shares of Class A common stock were listed on the NASDAQ under the symbol “LAZRW,” until they were delisted on March 5, 2021 upon exercise and redemption. Unless the context otherwise requires, the “Company” refers to the combined company and its subsidiaries following the Business Combination, “Gores” refers to the Company prior to the Business Combination and “Legacy Luminar” refers to Luminar Technologies, Inc. prior to the Business Combination. Refer to Note 3 for further discussion of the Business Combination. The Company is a developer of advanced sensor technologies and software for the autonomous vehicle industry, encompassing Laser Imaging, Detection and Ranging (lidar) technology. The Company manufactures and distributes commercial lidar sensors and certain components for autonomous vehicle industry. The Company is headquartered in Orlando, Florida and has facilities in the United States in Palo Alto, California, Boston, Massachusetts, Colorado Springs, Colorado and internationally in Munich, Germany. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
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. 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, valuation allowance for deferred tax assets, valuation of warrants, forecasted costs associated with non-recurring engineering (“NRE”) services, product warranty reserves, stock-based compensation expense and other loss contingencies. Management periodically evaluates such estimates and they are adjusted prospectively based upon such periodic evaluation. Actual results could differ from those estimates. Segment Information The Company has determined its operating segments using the same indicators which are used to evaluate its performance internally. The Company has two business activities which are its operating segments: (i) “Autonomy Solutions” for automotive applications, which includes manufacturing and distribution of lidar sensors that measure distance using laser light to generate a 3D map, non-recurring engineering services related to the Company’s lidar products, and development of software products that enable autonomy capabilities; and (ii) “Components” which includes development of application-specific integrated circuits, pixel-based sensors, as well as designing, testing and providing consulting services for non-standard integrated circuits. In August 2021, the Company acquired OptoGration, Inc. (“OptoGration”), which has been included in the Components segment. 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 by foreign entities as of December 31, 2021 and 2020 was not material. The Company’s revenue is derived from customers located in the United States and international markets. Two customers accounted for 39% and 31%, respectively, of the Company’s accounts receivable as of December 31, 2021. One customer accounted for 86% of the Company’s accounts receivable as of December 31, 2020. Cash and Cash Equivalents The Company’s cash and cash equivalents consist of investments with maturities of three months or less at the time of purchase. The Company’s cash equivalents include investments in money market funds, U.S. treasury securities 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 income (loss) (“OCI”). 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. The Company reviews the fair value of debt securities and when the fair value of a debt security is below its amortized cost, the amortized cost should be written down to its fair value if (i) it is more likely than not that management will be required to sell the impaired security before recovery of its amortized basis; or (ii) management has the intention to sell the security. If neither of these conditions are met, the Company must determine whether the impairment is due to credit losses. To determine the amount of credit losses, the Company compares the present value of the expected cash flows of the security, derived by taking into account the issuer’s credit ratings and remaining payment terms, with its amortized cost basis. The amount of impairment recognized is limited to the excess of the amortized cost over the fair value of the security. An allowance for credit losses for the excess of amortized cost over the expected cash flows is recorded in other income (expense), net on the consolidated statements of operations. Non-credit related impairment losses are recorded in OCI. Marketable Equity Investments The Company holds marketable equity investments over which the Company does not have a controlling interest or significant influence. Marketable equity investments are measured using the quoted prices in active markets with changes recorded in other income (expense), net on the consolidated statement of operations. Non-Marketable Equity Investments Measured Using the Measurement Alternative The Company holds a non-marketable equity investment in a privately held company in which the Company does not own a controlling interest or have significant influence. The investment does not have a readily determinable fair value and the Company has elected the measurement alternative, and consequently, measures the investment at cost less any impairment, adjusted to fair value, if there are observable price changes for an identical or similar investment of the same issuer. 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, 2021 and 2020 did not record an allowance for doubtful accounts. Inventory The Company values inventory 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. The Company assesses inventory of slow-moving products for potential impairment, and records write-downs of inventory to cost of sales. Property and Equipment Property and equipment are stated at cost less accumulated depreciation and amortization, and are depreciated using the straight-line method over the estimated useful lives of the assets as follows: Asset Category Estimated useful lives Machinery and equipment 5 to 7 years Tooling 1 to 3 years Computer hardware and software 3 to 5 years Demonstration fleet and demonstration units 2 to 5 years Leasehold improvements Shorter of useful life or lease term Vehicles 5 years Furniture and fixtures 7 years 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. Intangible Assets Intangible assets, consisting of acquired developed technology, customer relationships and tradename are carried at cost less accumulated amortization. All intangible assets have been determined to have definite lives and are amortized on a straight-line basis over their estimated remaining economic lives, ranging from one 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. There was no impairment of goodwill experienced during the year ended December 31, 2021 or 2020. 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 experienced of long-lived assets during the years ended December 31, 2021 or 2020. Convertible Senior Notes Effective January 1, 2021, the Company early adopted ASU 2020-06 as of January 1, 2021. As a result, the Company’s convertible senior notes issued in December 2021 are accounted for as a single liability instrument measured at its amortized cost, as no other embedded features require bifurcation and recognition as derivatives. Product Warranties 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. 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 entitled the holder to purchase one share of Class A common stock at an exercise price of $11.50 per share (the “Public Warrants”). Simultaneously with the closing of the IPO, Gores completed the private sale of 6.667 million warrants to Gore’s sponsor at a purchase price of $1.50 per warrant (the “Private Warrants”). Each Private Warrant allows the sponsor to purchase one share of Class A common stock at $11.50 per share. 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 were 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, said Private Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. In the first quarter of 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 for a redemption price of $0.01 per Public Warrant. The Company had 3,077,021 Private Warrants and 0 Public Warrants, outstanding as of December 31, 2021 and such Private Warrants are set to expire on December 2, 2025. The exercise of the 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 stockholders. Public Warrants contained the same feature. Since not all of the Company’s stockholders 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. Consequently, the Company concluded that the Public and Private Warrants do not meet the criteria to be classified in stockholders’ equity per the guidance in ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own 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 consolidated statement of operations and comprehensive loss at each reporting date. Revenue Recognition 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 goods or services. Nature of Products and Services and Revenue Recognition Autonomy Solutions segment revenue primarily comes from product sales of lidar sensors to customers and distributors and NRE services to integrate Luminar lidar hardware 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. Components segment revenue primarily comes from the development and production of specialized wafers, dies, and avalanche photodiodes and NRE services related to design of custom products. Revenue from product sales is recognized at a point in time when control of the goods is transferred. Certain customer arrangements involve NRE services to develop and delivery of prototype products to customers. Revenue from these sales arrangements is categorized as product revenue and recognized over time as the product is being developed. Revenue from time and material based NRE service arrangements is recognized over time. For NRE services 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 costs (cost-to-cost). Amounts billed to customers for shipping and handling are included in revenue. The Company’s arrangements for sale of hardware are typically recognized at the time of transfer of control of the underlying hardware. The obligations associated with any performance obligation to update the Company’s software have been immaterial. Taxes collected from customers and remitted to governmental authorities are excluded from revenue on the net basis of accounting. For NRE service projects, the Company contracts with customers based on hourly rates or on a fixed fee basis. For arrangements 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. For arrangements based on a fixed fee, revenue is recognized based on the progress or the percentage of completion of the NRE service project. 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. Typically, the expected timing difference between the payment and satisfaction of performance obligations 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 or provide financing from or to 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 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. 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 and allocated overhead costs. Substantially all of the Company’s R&D expenses are related to developing new products and services, improving existing products and services, and developing manufacturing processes. R&D expenses are expensed as incurred. Stock-based Compensation Employee awards For equity classified awards, the Company measures the cost of share-based awards granted to employees, non-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, if any. The grant-date fair value of restricted stock unit is calculated based on the fair value of the underlying common 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. The Company grants fixed value share-based awards to certain employees, wherein the awardee is entitled to a fixed dollar value compensation settled by issuing shares on the vesting date, with the number of shares determined based on the Company’s stock price on or close to the settlement date. These fixed value equity awards are considered as liability classified awards. The Company measures the cost of fixed value share-based awards granted to employees based on a fixed monetary amount that is known at the inception of the obligation. The Company records the compensation cost for the fixed dollar amount of the award over the vesting period, with a corresponding liability. Stock-based payments to vendors / non-employees The Company has entered into arrangements with certain vendors and other third parties wherein the Company at its discretion may elect to compensate the respective vendors for services provided in either cash or by issuing shares of the Company’s Class A common stock (“Stock-in-lieu of Cash Program”). Typically, the amounts owed under the Stock-in-lieu of Cash Program are settled by issuing shares, with the number of shares determined based on the Company’s stock price on or close to the settlement date. Payments owed under this program are considered as liability obligations. The Company measures the cost based on a fixed monetary amount that is known at the inception of the obligation. Income Taxes Income taxes are accounted for 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. Recently Adopted Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2016-02, Leases (Topic 842) and issued subsequent amendments to the initial guidance in 2017, 2018 and 2019 (collectively “ASC 842”). Under the new guidance, a lessee is required to recognize assets and liabilities for both finance, previously known as capital, and operating leases with lease terms of more than 12 months. The ASU also requires disclosures to help investors and other financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases. In transition, the Company recognized and measured leases at the beginning of the period of adoption, January 1, 2021, using a modified retrospective approach that included a number of optional practical expedients that the Company elected to apply. See Note 15 for disclosure on the impact of adopting this standard. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which requires measurement and recognition of expected credit losses for financial assets held at amortized cost, including trade receivables. ASU 2016-13 replaces the existing incurred loss impairment model with an expected loss model that requires the forward-looking information to calculate credit loss estimates. It also eliminates the concept of other-than-temporary impairment and requires credit losses related to available-for-sale debt securities to be recorded through an allowance for credit losses rather than as a reduction in the amortized cost basis of the securities. These changes will result in more timely recognition of credit losses. The Company adopted ASU 2016-13 using the modified retrospective method on January 1, 2021. The adoption of ASU 2016-13 did not have a material impact on the Company’s consolidated financial position, operating results or cash flows. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which amends its guidance to simplify the accounting for income taxes by, among other things, removing exceptions to certain general principles in Topic 740, Income Taxes. The Company adopted ASU 2019-12 on January 1, 2021. The adoption of ASU 2019-12 did not have a material impact on the Company’s consolidated financial position, operating results or cash flows. In August 2020, the FASB issued ASU 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 simplifies the accounting for convertible instruments by removing the separation models for (1) convertible debt with a cash conversion feature and (2) convertible instruments with a beneficial conversion feature. The Company elected to early adopt ASU 2020-06 as of January 1, 2021. The adoption of ASU 2020-06 resulted in the convertible senior notes issued in December 2021 to be recorded as a single liability instrument. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. Recent Accounting Pronouncements Not Yet Effective In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”). The new guidance in this update affects all entities that enter into a business combination within the scope of ASC 805-10. ASU 2021-08 will be effective for the Company beginning January 1, 2023. The Company is currently in the process of evaluating the effects of this pronouncement on the Company’s consolidated financial statements and does not expect it to have a material impact on the consolidated financial statements. |
Business Combinations
Business Combinations | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Combinations | Business Combinations OptoGration Acquisition On August 3, 2021, (the “Acquisition Date”) the Company completed its acquisition of OptoGration. The OptoGration acquisition helps the Company secure intellectual property and supply of Indium Gallium Arsenide (“InGaAs”) photodetector semiconductor chips, which are used to convert optical power into an electrical current. The acquisition of OptoGration is part of the Company’s vertical integration strategy, which helps to secure the supply of a key component of its sensor technology. Pursuant to the terms of the Stock Purchase Agreement between the Company and OptoGration, the Company acquired all of the issued and outstanding capital stock of OptoGration for an aggregate purchase price of approximately $6.3 million payable in Class A common stock of the Company. Subsequent to the Acquisition Date, up to $22.0 million of post combination share-based awards may be payable to certain selling shareholders of OptoGration, subject to certain service and performance conditions. These post combination shared-based awards were determined to be compensatory in nature and consequently will be expensed over the vesting period of these awards. The results of operations related to OptoGration are included in the Company’s consolidated statements of operations beginning from the Acquisition Date. The impact of the acquisition on the consolidated financial results of the Company for the year ended December 31, 2021 was not material. Recording of Assets Acquired and Liabilities Assumed Preliminary estimates of fair value included in the consolidated financial statements, in conformity with ASC 820, Fair Value Measurement, represent the Company’s best preliminary estimates and preliminary valuations. In accordance with ASC 805, Business Combinations, the preliminary allocation of the consideration value is subject to adjustment until the Company has completed its analysis, but not to exceed one year after the Acquisition Date to provide the Company with the time to complete the valuation of its assets and liabilities. As of December 31, 2021, the Company has recorded a preliminary estimate of deferred tax balances and was still in the process of finalizing deferred tax balances. Additionally, as of December 31, 2021, the Company was still in the process of finalizing assessment of certain working capital accounts. The completion of this analysis could result in changes to the Company’s allocation of the consideration value to assets acquired and liabilities assumed. Settlement of a pre-existing agreement with OptoGration Prior to the acquisition, the Company had contracted with OptoGration as a supplier. In assessing whether said pre-existing supply contract was at market, favorable or unfavorable from the Company’s perspective, the Company assessed whether the terms of the supply contract, including pricing, were consistent with what the Company would have required from another company that would have contracted for similar products and production volumes. The Company concluded that the supply agreement was at market, and thus no gain or loss was recognized upon effective settlement of the pre-existing supply agreement. The following table summarizes the preliminary purchase price allocation to assets acquired and liabilities assumed, including identification of measurement period adjustments: Recorded Value Cash and cash equivalents $ 358 Accounts receivable 810 Other current assets 482 Property and equipment 1,248 Other non-current assets 384 Intangible assets (1) 2,650 Goodwill (2) 2,409 Total assets acquired 8,341 Current Liabilities (488) Non-current liabilities (1,511) Total liabilities assumed (1,999) Net assets acquired $ 6,342 (1) Identifiable intangible assets were measured using the income approach. (2) Goodwill is the excess of the consideration transferred over the net assets recognized and represents the expected future economic benefits as a result of other assets acquired that could not be individually identified and separately recognized. Goodwill is not amortized. The factors that made up the goodwill recognized included assembled workforce and component cost savings. Goodwill is not expected to be deductible for tax purposes. Identifiable intangible assets recognized: Useful Life Preliminary Recorded Value Customer relationships 10 years $ 780 Tradename ≤ 1 year 120 Developed technology 10 years 1,750 Total intangible assets $ 2,650 Reverse Merger with Gores 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 were entitled to receive an aggregate of up to 25,819,887 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 were 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. On August 11, 2021, the Company issued a total of 17,213,170 earn-out shares towards additional consideration in the form of common stock, consisting of 10,242,703 shares of Class A common stock and 6,970,467 shares of Class B common stock, upon meeting four of six triggering events. The shares issued were based upon the Class A common stock trading price exceeding $13.00, $16.00, $19.00 and $22.00 per share for a certain period of time. There are 5,121,484 shares of Class A common stock and 3,485,233 shares of Class B common stock remaining under the Merger Agreement, which will be issued in equal parts if the Class A common stock share price exceeds $25.00 and $28.00 per share for a certain period of time. 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 Legacy 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 treated as the “acquired” company for financial reporting purposes. Accordingly, the Business Combination was treated as the equivalent of Legacy 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 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. 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, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue The Company’s revenue is comprised of sales of lidar sensors hardware, components and NRE services. Disaggregation of Revenues The Company disaggregates its revenue from contracts with customers by (1) geographic region based on customer’s billed to location, and (2) type of good or service and timing of transfer of goods or services to customers (point-in-time or over time), as it believes it best depicts how the nature, amount, timing and uncertainty of its revenue and cash flows are affected by economic factors. Total revenue based on the disaggregation criteria described above, as well as revenue by segment, are as follows (in thousands): Year Ended December 31, 2021 2020 2019 Revenue % of Revenue Revenue % of Revenue Revenue % of Revenue Revenue by primary geographical market: North America $ 23,043 72 % $ 4,010 29 % $ 10,453 83 % Asia Pacific 2,502 8 % 906 6 % 469 4 % Europe and Middle East 6,399 20 % 9,035 65 % 1,680 13 % Total 31,944 100 % 13,951 100 % 12,602 100 % Revenue by timing of recognition: Recognized at a point in time 8,892 28 % 2,639 19 % 9,666 77 % Recognized over time 23,052 72 % 11,312 81 % 2,936 23 % Total 31,944 100 % 13,951 100 % 12,602 100 % Revenue by segment: Autonomy Solutions 28,497 89 % 11,387 82 % 9,666 77 % Components 3,447 11 % 2,564 18 % 2,936 23 % Total 31,944 100 % 13,951 100 % 12,602 100 % Volvo Stock Purchase Warrant In March 2020, the Company issued a stock purchase warrant (“Volvo Warrants”) to Volvo Car Technology Fund AB (“VCTF”) in connection with an engineering services contract. The Volvo Warrants entitle VCTF to purchase up to 4,089,280 shares of Class A common stock, at a price of $3.1769 per share from the Company and were determined to be an equity classified award to VCTF. The Volvo Warrants vest and become exercisable in two tranches based on satisfaction of certain commercial milestones, upon reaching commercial production and delivering of production units. The grant date fair value of warrants, aggregating $2.9 million, represents consideration payable to VCTF and will 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 the first of the tranches of Volvo Warrants was probable as of December 31, 2021. As such, the Company has recognized a reduction in revenue in the amount of $1.0 million related to the said first tranche of the Volvo Warrants in the year ended December 31, 2021. 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, 2021 and 2020 were $9.9 million and $0.0 million. 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 $0.9 million and $2.3 million as of December 31, 2021 and 2020, respectively, and were included in accrued and other current liabilities in the consolidated balance sheets. The significant changes in contract assets balances consisted of the following (in thousands): December 31, 2021 2020 Beginning balance $ — $ — Revenue recognized for performance obligations that have been satisfied but for which amounts have not been billed 9,907 — Ending balance $ 9,907 $ — The significant changes in contract liabilities balances consisted of the following (in thousands): December 31, 2021 2020 Beginning balance $ 2,284 $ 225 Revenue recognized that was included in the contract liabilities beginning balance (1,792) (225) Increase due to cash received and not recognized as revenue and billings in excess of revenue recognized during the period 406 2,284 Ending balance $ 898 $ 2,284 |
Investments
Investments | 12 Months Ended |
Dec. 31, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments | Investments Debt Securities The Company’s investments in debt securities consisted of the following as of December 31, 2021 and 2020 (in thousands): December 31, 2021 Cost Gross Gross Fair Value U.S. treasury securities $ 161,938 $ 1 $ (474) $ 161,465 U.S. agency and government sponsored securities 4,995 — (25) 4,970 Commercial paper 40,788 — (4) 40,784 Corporate bonds 165,522 13 (345) 165,190 Asset-backed securities 46,540 — (74) 46,466 Total debt securities $ 419,783 $ 14 $ (922) $ 418,875 Included in cash and cash equivalents $ 950 $ — $ — $ 950 Included in marketable securities $ 418,833 $ 14 $ (922) $ 417,925 December 31, 2020 Cost Gross Gross Fair Value U.S. treasury securities $ 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 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, 2021 and 2020 (in thousands): December 31, 2021 December 31, 2020 Gross Fair Value Gross Fair Value U.S. treasury securities $ (474) $ 146,454 $ (6) $ 65,298 U.S. agency and government sponsored securities (25) 4,970 — — Commercial paper (4) 30,285 (4) 47,629 Corporate bonds (345) 145,522 (2) 15,575 Asset-backed securities (74) 45,251 — — Total $ (922) $ 372,482 $ (12) $ 128,502 Equity Investments The Company’s equity investments consisted of the following as of December 31, 2021 and 2020 (in thousands): December 31, Consolidated Balance Sheets Location 2021 2020 Money market funds (1) Cash and cash equivalents $ 25,654 $ 64,971 Marketable equity investments (1) Marketable securities 44,216 — Non-marketable equity investment measured using the measurement alternative (2) Other non-current assets 10,002 — $ 79,872 $ 64,971 (1) Investments with readily determinable fair values. (2) Investment in privately held company without readily determinable fair value. In December 2021, the Company made an investment in 1,495 Class A Preferred Units of Robotic Research OpCo, LLC (“Robotic Research”) for consideration of $10.0 million, which was settled by issuing 618,924 shares of Class A common stock of the Company. The Company’s investment in Robotic Research represents less than 5% of Robotic Research’s capitalization. The Company neither has a significant influence over Robotic Research nor does its investment amount to a controlling financial interest in Robotic Research. As such, the Company measured the investment in Robotic Research at cost as provided under the guidance for measurement of equity investment using the measurement alternative. Total realized and unrealized gains and losses associated with the Company’s equity investments consisted of the following (in thousands): Year Ended December 31, 2021 2020 2019 Net realized gains (losses) recognized on equity investments sold $ 513 $ — $ — Net unrealized gains (losses) recognized on equity investments held (156) — — Total net gains (losses) recognized in other income (expense), net $ 357 $ — $ — |
Financial Statement Components
Financial Statement Components | 12 Months Ended |
Dec. 31, 2021 | |
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, 2021 2020 Cash $ 303,373 $ 10,652 Money market funds 25,654 64,971 U.S. treasury securities — 24,999 Commercial paper 950 108,322 Total cash and cash equivalents $ 329,977 $ 208,944 Inventory Inventory consisted of the following (in thousands): December 31, 2021 2020 Raw materials $ 5,866 $ 625 Work-in-process 1,171 52 Finished goods 3,305 2,936 Total inventory $ 10,342 $ 3,613 The Company’s inventory write-down (primarily due to obsolescence, lower of cost or market assessment, and other adjustments) was $2.9 million, $4.4 million and $1.4 million during the years ended December 31, 2021, 2020 and 2019, respectively. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following (in thousands): December 31, 2021 2020 Prepaid expenses $ 14,651 $ 1,073 Contract assets 9,907 — Advance payments to vendors 1,810 961 Prepaid rent and other — 503 Other receivables 2,827 2,260 Total prepaid expenses and other current assets $ 29,195 $ 4,797 Property and Equipment Property and equipment consisted of the following (in thousands): December 31, 2021 2020 Machinery and equipment $ 7,694 $ 5,940 Computer hardware and software 2,854 2,450 Demonstration fleet and demonstration units 811 1,821 Leasehold improvements 869 791 Vehicles 1,610 835 Furniture and fixtures 272 293 Construction in progress 3,677 1,410 Total property and equipment 17,787 13,540 Accumulated depreciation and amortization (6,778) (5,851) Total property and equipment, net $ 11,009 $ 7,689 Depreciation and amortization associated with property and equipment was $3.9 million, $2.5 million and $2.3 million for the years ended December 31, 2021, 2020 and 2019, respectively. Property and equipment capitalized under finance lease (capital lease prior to adoption of ASC 842) were not material. Intangible Assets Intangible assets were acquired in connection with the Company’s acquisition of OptoGration in August 2021. See Note 3 for further details of the OptoGration acquisition. The components of intangible assets were as follows (in thousands): Gross Accumulated Net Weighted Average Customer relationships $ 780 $ (33) $ 747 9.6 Tradename 120 (120) — — Developed technology 1,750 (73) 1,677 9.6 Total intangible assets $ 2,650 $ (226) $ 2,424 9.6 Amortization expense related to intangible assets was $0.2 million for the year ended December 31, 2021. As of December 31, 2021, the expected future amortization expense for intangible assets was as follows (in thousands): Period Expected Future 2022 $ 253 2023 253 2024 253 2025 253 2026 253 Thereafter 1,159 Total $ 2,424 Goodwill The carrying amount of goodwill allocated to the Company’s reportable segments was as follows (in thousands): Autonomy Solutions Components Total As of December 31, 2021 $ 687 $ 2,423 $ 3,110 As of December 31, 2020 $ 687 $ 14 $ 701 Other Non-Current Assets Other non-current assets consisted of the following (in thousands): December 31, 2021 2020 Security deposits $ 1,187 $ 1,106 Non-marketable equity investment 10,002 — Other non-current assets 1,266 45 Total other non-current assets $ 12,455 $ 1,151 Accrued and Other Current Liabilities Accrued and other current liabilities consisted of the following (in thousands): December 31, 2021 2020 Accrued compensation and benefits $ 9,899 $ 3,071 Accrued expenses 6,727 3,998 Warranty reserves 1,798 259 Contract liabilities 898 2,284 Accrued interest payable 316 — Contract losses 115 558 Finance lease liabilities (capital lease liabilities prior to adoption of ASC 842), current 91 282 Total accrued and other current liabilities $ 19,844 $ 10,452 Other Non-Current Liabilities Other non-current liabilities consisted of the following (in thousands): December 31, 2021 2020 Deferred rent $ — $ 826 Finance lease liabilities (capital lease liabilities prior to adoption of ASC 842), non-current — 492 Other non-current liabilities 598 — Total other non-current liabilities $ 598 $ 1,318 |
Simple Agreements for Future Eq
Simple Agreements for Future Equity (SAFE) | 12 Months Ended |
Dec. 31, 2021 | |
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 SAFE notes that allowed the investors to participate in future equity financings through a share-settled redemption of the amount invested. On June 24, 2019, in connection with the sale of the Series A preferred stock, the SAFE notes were settled by issuance of 68,877,417 shares of Series A preferred stock and 3,612,062 shares of common stock. The SAFE notes 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 in 2019, resulting in an immaterial loss on settlement. No SAFE notes have been outstanding since December 31, 2019. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt | Debt Convertible Senior Notes and Capped Call Transactions In December 2021, the Company issued $625.0 million aggregate principal amount of 1.25% Convertible Senior Notes due 2026 in a private placement, which included $75.0 million aggregate principal amount of such notes pursuant to the exercise in full of the option granted to the initial purchasers to purchase additional notes (collectively, the “Convertible Senior Notes”). The interest on the Convertible Senior Notes is payable semi-annually in arrears on June 15 and December 15 of each year, beginning on June 15, 2022. The Convertible Notes will mature on December 15, 2026, unless earlier repurchased or redeemed by the Company or converted pursuant to their terms. The total net proceeds from the debt offering, after deducting fees paid to the initial purchasers paid by the Company was approximately $609.4 million. Each $1,000 principal amount of the Convertible Senior Notes are initially convertible into 50.0475 shares of the Company’s Class A common stock, par value $0.0001, which is equivalent to an initial conversion price of approximately $19.98 per share. The conversion rate is subject to adjustment upon the occurrence of certain specified events prior to the maturity date but will not be adjusted for any accrued and unpaid interest. In addition, following certain corporate events that occur prior to the maturity date or if the Company delivers a notice of redemption in respect of some or all of the Convertible Senior Notes, the Company will, under certain circumstances, increase the conversion rate of the Convertible Senior Notes for a holder who elects to convert its Convertible Senior Notes in connection with such a corporate event or convert its Convertible Senior Notes called for redemption during the related redemption period, as the case may be. The Convertible Senior Notes are redeemable, in whole or in part (subject to certain limitations), at the Company’s option at any time, and from time to time, on or after December 20, 2024, and on or before the 40th scheduled trading day immediately before the maturity date, at a cash redemption price equal to the principal amount of the Convertible Senior Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, but only if certain liquidity conditions are satisfied and the last reported sale price per share of the Class A common stock exceeds 130% of the conversion price on (1) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related redemption notice, and (2) the trading day immediately before the date the Company sends such notice. If the Company undergoes a fundamental change (as defined in the indenture governing the Convertible Senior Notes) prior to the maturity date, holders may require the Company to repurchase for cash all or any portion of their Convertible Senior Notes in principal amounts of $1,000 or a multiple thereof at a fundamental change repurchase price equal to 100% of the principal amount of the Convertible Senior Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date. Holders of the Convertible Senior Notes may convert their Convertible Senior Notes at their option at any time prior to the close of business on the business day immediately preceding December 15, 2026, in multiples of $1,000 principal amount, only under the following circumstances: (1) during any calendar quarter (and only during such calendar quarter) commencing after the calendar quarter ending on March 31, 2022, if the last reported sale price per share of the Class A common stock exceeds 130% of the conversion price for each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter; (2) during the five consecutive business days immediately after any 10 consecutive trading day period (such 10 consecutive trading day period, the “measurement period”) in which the trading price per $1,000 principal amount of Convertible Senior Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price per share of the Class A common stock on such trading day and the conversion rate on such trading day; (3) upon the occurrence of specified corporate events or distributions on the Class A common stock; and (4) if the Notes are called for redemption. On or after June 15, 2026, holders may convert all or any portion of their Convertible Senior Notes at any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date, regardless of the foregoing circumstances. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of its Class A common stock or a combination of cash and shares of its Class A common stock, at the Company’s election. As of December 31, 2021, the conditions allowing holders of the Convertible Senior Notes to convert were not met. It is the Company’s current intent to settle the principal amount of its outstanding Convertible Senior Notes in cash and any excess in shares of the Company’s Class A common stock. The Convertible Senior Notes are senior unsecured obligations and will rank equal in right of payment with the Company’s future senior unsecured indebtedness; senior in right of payment to the Company’s future indebtedness that is expressly subordinated to the Convertible Senior Notes; effectively subordinated to the Company’s existing and future secured indebtedness, to the extent of the value of the collateral securing that indebtedness; and structurally subordinated to all existing and future indebtedness and other liabilities, including trade payables, and (to the extent the Company is not a holder thereof) preferred equity, if any, of the Company’s subsidiaries. The Company has classified the Convertible Senior Notes as a non-current liability under the guidance in ASC 470-20, as amended by ASU 2020-06. Debt discount and issuance costs, comprising of fees paid to the initial purchasers, advisors, and lawyers in connection with issuance of the Convertible Senior Notes aggregating approximately $16.2 million were initially recorded as a reduction to the principal amount of the debt and will be amortized to interest expense on a straight line over the contractual terms of the Convertible Senior Notes. The Company estimates that the difference between amortizing the debt discounts and the issuance costs using the straight line method as compared to using effective interest rate method is immaterial. The net carrying amount of the Convertible Senior Notes was as follows (in thousands): As of Principal $ 625,000 Unamortized debt discount and issuance costs (16,043) Net carrying amount $ 608,957 The following table sets forth the interest expense recognized related to the Convertible Senior Notes (in thousands): As of Contractual interest expense $ 316 Amortization of debt discount and issuance costs 135 Total interest expense $ 451 The remaining term over which the debt discount and issuance costs will be amortized is five years. Interest expense of $0.5 million is reflected as a component of interest (expense) income, net in the accompanying consolidated statement of operations for the year ended December 31, 2021. In connection with the offering of the Convertible Senior Notes, the Company entered into privately negotiated capped call option transactions with certain counterparties (the “Capped Calls”). The Capped Calls each have an initial strike price of approximately $19.98 per share, subject to certain adjustments, which corresponds to the initial conversion price of the Convertible Senior Notes. The Capped Calls have initial cap prices of $30.16 per share, subject to certain adjustment events. The Capped Calls are generally intended to reduce the potential dilution to the Class A common stock upon any conversion of the Convertible Senior Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of converted Convertible Senior Notes, as the case may be, with such reduction and/or offset subject to a cap based on the cap price. The Capped Calls expire on April 6, 2027, subject to earlier exercise. The Capped Calls are subject to either adjustment or termination upon the occurrence of specified extraordinary events affecting the Company, including a merger event, a tender offer, and a nationalization, insolvency or delisting involving the Company. In addition, the Capped Calls are subject to certain specified additional disruption events that may give rise to a termination of the Capped Calls, including changes in law, failure to deliver, and hedging disruptions. The Capped Calls are recorded in stockholders’ equity and are not accounted for as derivatives. The net cost of $73.4 million incurred to purchase the Capped Calls was recorded as a reduction to additional paid-in capital in the accompanying consolidated balance sheet. Senior Secured Loan Legacy Luminar had in August 2017 issued certain Senior Secured Promissory Notes (“Senior Secured Notes”). These Senior Secured Notes were subsequently amended, refinanced and partially repaid at various times through 2020. In connection with the issuance of Senior Secured Notes, Legacy Luminar had issued 2017, 2018 and 2020 Warrants (see Note 9 for details). The Senior Secured Notes were repaid in full in December 2020 as required per the terms of the Merger Agreement. The Company had recorded loss on extinguishment of debt in connection with the Senior Secured Notes in the amount of approximately $4.0 million and $0.0 million and interest expense in the amount of $2.5 million and $1.5 million in 2020 and 2019, respectively. Equipment Loan Legacy Luminar had in July 2017 entered into an Equipment and Loan Agreement (“Equipment Loan”) which had been paid off in full in 2020 upon maturity. Paycheck Protection Program Loan On April 22, 2020 (the “Origination Date”), Legacy Luminar 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. Legacy Luminar repaid the PPP loan in full in August 2020. Bridge Note |
2017, 2018 and 2020 Warrants
2017, 2018 and 2020 Warrants | 12 Months Ended |
Dec. 31, 2021 | |
Warrants and Rights Note Disclosure [Abstract] | |
2017, 2018 and 2020 Warrants | 2017, 2018 and 2020 WarrantsIn connection with the issuance of Senior Secured Notes and its subsequent amendment, refinance and partial repayments at various times through 2020, Legacy Luminar had issued warrants, the “2017 Warrants,” the “2018 Warrants” and the “2020 Warrants” (collectively “Legacy Warrants”). Legacy Luminar classified these Legacy 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 Legacy 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 $0.3 million during the years ended December 31, 2020 and 2019, respectively. Upon closing of the Business Combination, the Legacy Warrants were exercised for 1,466,155 shares of Class A common stock. No Legacy Warrants have been outstanding since December 31, 2020. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements As of December 31, 2021, the Company carried cash equivalents, marketable securities and Private Warrants. The Company had previously carried Public Warrants which were exercised and redeemed in March 2021. 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. Given that the transfer of Private Warrants to anyone outside of a small group of individuals constituting the sponsors of Gores Metropoulos, Inc. would result in the Private Warrants having substantially the same terms as the Public Warrants, management determined that the fair value of each Private Warrant is the same as that of a Public Warrant, with an insignificant adjustment for short-term marketability restrictions, as of December 31, 2020. As of December 31, 2021, management determined the fair value of the Private Warrants using observable inputs in the Black-Scholes valuation model, which used the remaining term of warrants of 3.92 years, volatility of 67.2% and a risk-free rate of 1.10%. Accordingly, the Private Warrants are classified as Level 3 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 $ 25,654 $ — $ — $ 25,654 Commercial paper — 950 — 950 Total cash equivalents $ 25,654 $ 950 $ — $ 26,604 Marketable investments: U.S. Treasury $ 161,465 $ — $ — $ 161,465 U.S. agency and government sponsored securities — 4,970 — 4,970 Commercial paper — 39,834 — 39,834 Corporate bonds — 165,190 — 165,190 Asset-backed securities — 46,466 — 46,466 Marketable equity investments 44,216 — — 44,216 Total marketable investments $ 205,681 $ 256,460 $ — $ 462,141 Liabilities: Private Warrants — — 31,230 31,230 Total warrant liabilities $ — $ — $ 31,230 $ 31,230 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 The following table presents changes in Public and Private Warrant liabilities, which as of December 31, 2020, were classified in the fair value hierarchy as Level 1 and Level 2, respectively, (in thousands): Public Private Balance as of December 31, 2020 $ 228,933 $ 114,467 Change in fair value prior to exercise in March 2021 35,943 15,296 Change in fair value prior to redemption in March 2021 (3,511) — Exercise or redemption in March 2021 (261,365) (76,931) Private Warrants transferred to Level 3 in March 2021 — (52,832) Balance as of December 31, 2021 $ — $ — Level 3 Disclosures The following table presents changes in Level 3 liabilities relating to Private Warrants measured at fair value as of December 31, 2021 (in thousands): Private Balance as of December 31, 2020 $ — Private warrants transferred from Level 2 52,832 Measurement adjustments (21,602) Balance as of December 31, 2021 $ 31,230 The decrease in fair value of private warrants for the year ended December 31, 2021 was $21.6 million, which was included in the change in fair value of warrant liabilities in the consolidated statement of operations and comprehensive loss. The decrease in Private Warrant liability as of December 31, 2021 is predominantly attributable to the decrease in per share price of the Company’s Class A common stock. The Legacy 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 Legacy Warrants were exercised on a cashless basis with all previously held warrant shares converted to closing warrant shares and 130,376 Legacy Warrants were exercised to the extent such net issue exercise resulted in the issuance of shares based on the strike price and fair value. No Legacy Warrants have been outstanding since December 31, 2020. The fair value of Legacy Warrants was 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 year ended December 31, 2020 (in thousands): 2017 2018 2020 Total Legacy Balance as of December 31, 2019 $ 1,035 $ 87 $ — $ 1,122 Additions — — 1,728 1,728 Exercise or conversion (13,714) (1,700) (14,698) (30,112) Measurement adjustments 12,679 1,613 12,970 27,262 Balance as of December 31, 2020 $ — $ — $ — $ — As of December 31, 2021, the estimated fair value of the Company’s outstanding Convertible Senior Notes was $669.4 million. The fair value was determined based on the quoted price of the Convertible Senior Notes in an inactive market on the last trading day of the reporting period and have been classified as Level 2 in the fair value hierarchy. See Note 8 for further information on the Company’s Convertible Senior Notes. 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 finance leases approximate their fair value, which is the present value of expected future cash payments based on assumptions about current interest rates and the creditworthiness of the Company. |
Convertible Preferred Stock
Convertible Preferred Stock | 12 Months Ended |
Dec. 31, 2021 | |
Temporary Equity Disclosure [Abstract] | |
Convertible Preferred Stock | Convertible Preferred Stock Series A Convertible Preferred Stock On June 24, 2019, Legacy Luminar had amended and restated its Certificate of Incorporation (“Certificate”), which authorized the issuance of up to 102,740,023 shares of Series A Convertible Preferred Stock with a par value of $0.00001. On June 24, 2019, Legacy Luminar 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 Bridge Note. Series X Convertible Preferred Stock On August 24, 2020, Legacy Luminar had entered into the Series X Convertible Preferred Stock Purchase Agreement to offer shares of Legacy Luminar’s Series X Convertible Preferred Stock. In August 2020 and September of 2020, Legacy Luminar issued an aggregate of 17,065,536 convertible 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, Legacy Luminar had issued an additional 1,391,694 shares of preferred stock for gross proceeds of $13.86 million. Accordingly, Legacy Luminar had amended and restated its certificate of incorporation, which authorized the issuance of up to 20,077,073 shares of Series X Convertible 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 Convertible Preferred Stock were automatically converted into 113,275,381 shares of the Company Class A common stock. Beneficial Conversion Features (“BCFs”) The Company had 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 had monitored for the issuance of additional shares below the conversion price, which could have resulted in a contingent BCF. The Company had 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 was 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 was recorded during the year ended December 31, 2020. |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) Per Share | Earnings (Loss) Per ShareBasic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share is computed by dividing net income by the weighted average number of shares of common stock during the period plus, common stock equivalents, as calculated under the treasury stock method, outstanding during the period. If the Company reports a net loss, the computation of diluted loss per share excludes the effect of dilutive common stock equivalents, as their effect would be antidilutive. The Company computes earnings (loss) per share using the two-class method for its Class A and Class B common stock. Earnings (loss) per share is same for both Class A and Class B common stock since they are entitled to the same liquidation and dividend rights. Earnings (loss) 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. The following table sets forth the computation of basic and diluted loss for the years ended December 31, 2021, 2020, and 2019 as follows: (in thousands, except for share and per share amounts): December 31, 2021 2020 2019 Numerator: Net loss $ (237,986) $ (362,298) $ (94,718) Deemed dividend attributable to BCF accretion — (6,757) (5,282) Net loss attributable to common shareholders $ (237,986) $ (369,055) $ (100,000) Denominator: Weighted average Common shares outstanding- Basic 346,300,975 145,096,996 118,835,912 Weighted average Common shares outstanding- Diluted 346,300,975 145,096,996 118,835,912 Net loss per shares attributable to Common shareholders- Basic and Diluted $ (0.69) $ (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, 2021 2020 2019 Warrants 7,166,301 24,089,255 971,626 Stock options 11,507,643 16,188,071 4,988,077 Restricted stock awards and restricted stock units 12,649,330 1,815,891 6,273,719 Liability classified RSUs 2,401,648 — — Vendor stock-in-lieu of cash program 1,659,510 — — Series A Convertible Preferred Stock — — 94,818,151 Founders Preferred Stock — — 26,206,837 Convertible Senior Notes 31,279,716 — — Earn-out shares 8,606,717 25,818,744 — Total 75,270,865 67,911,961 133,258,410 |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders’ Equity 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, 2021, the Company had authorized 715,000,000 and 121,000,000 shares of Class A and Class B common stock with a par value of $0.0001 per share for each class. As of December 31, 2021, the Company had 266,076,525 and 250,812,764 issued and outstanding shares of Class A common stock, respectively, As of December 31, 2021, the Company had 97,088,670 shares of Class B common stock issued and outstanding. 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 the Company’s amended and restated certificate of incorporation. On July 1, 2021 and December 21, 2021, 10,500,000 and 4,500,000 shares of Class B common stock, respectively, were converted into Class A common stock on a one-for-one basis. In connection with the merger with Gores on December 2, 2020, 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 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 In December 2021, the Company’s Board of Directors authorized share repurchases up to $312.5 million of the Company’s Class A common stock. The Company’s share repurchase program does not obligate the Company to acquire any specific number of shares. Under the program, shares may be repurchased in privately negotiated and/or open market transactions, including under plans complying with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In the fourth quarter of 2021, the Company repurchased 15,263,761 shares Class A common stock for $235.9 million through negotiated and market purchase transactions. The repurchased shares have been recorded as Treasury Stock on the Balance Sheet as of December 31, 2021. The Company records its treasury stock repurchases on a trade date basis. Other current liabilities as of December 31, 2021 included approximately $4.3 million towards amounts owed for the treasury shares repurchased during the fourth quarter of 2021. 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. No Founders Preferred Stock have been outstanding since the closing of the Business Combination. Public and Private Warrants As of December 31, 2020, the Company had 13,333,309 Public Warrants and 6,666,666 Private Warrants outstanding. 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. The Company had 3,077,021 Private Warrants and no Public Warrants, outstanding as of December 31, 2021 and such Private Warrants are set to expire on December 2, 2025. Each Private Warrant allows the Gores sponsor to purchase one share of Class A common stock at $11.50 per share. During year ended December 31, 2021, the fair value loss of Warrants was $26.1 million, respectively. Stock-in-lieu of Cash Program The Company has entered into arrangements with certain vendors and other third parties wherein the Company at its discretion may elect to compensate the respective vendors / third parties for services provided in either cash or by issuing shares of the Company’s Class A common stock (“Stock-in-lieu of Cash Program”). During the year ended December 31, 2021, the Company issued 291,940 shares of Class A common stock, as part of the Stock-in-lieu of Cash Program. The Company considers the shares issuable under the Stock-in-lieu of Cash Program as liability classified awards when the arrangement with the vendors requires the Company to issue a variable number of registered shares to settle amounts owed. As of December 31, 2021, the Company had $1.0 million in outstanding liabilities related to its Stock-in-lieu of Cash Program. During 2021, the Company entered into an agreement with Daimler North America Corporation (“Daimler”) wherein Daimler will be providing certain data and other services. To compensate Daimler for these services, the Company agreed to issue 1.5 million shares of Class A common stock to Daimler. These shares are subject to certain vesting conditions and vest over a period of two years. The Company recorded an expense as research and development cost of $0.7 million during 2021 related to these shares. As of December 31, 2021, the Company had $5.2 million in prepaid expenses and other current assets related to its Stock-in-lieu of Cash Program. The Company’s vendor Stock-in-lieu of Cash Program activity for the year ended December 31, 2021 was as follows: Shares Weighted Average Outstanding as of December 31, 2020 — $ — Granted 1,791,940 15.88 Vested (291,940) 16.72 Outstanding as of December 31, 2021 1,500,000 15.72 |
Stock-based Compensation
Stock-based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-based Compensation | Stock-based Compensation Prior to the Business Combination, Legacy Luminar maintained the 2015 Stock Plan (the “2015 Plan”) under which incentive stock options, non-qualified stock options and restricted stock were granted to employees, directors 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 EIP”). The 2020 EIP became effective upon the closing of the Business Combination. Under the 2020 EIP, as of December 31, 2021, the Company was authorized to issue a maximum number of 36,588,278 shares of Class A common stock. The Company granted 14,130,298 restricted stock units in the year ended December 31, 2021. No grants were made in 2020 under the 2020 EIP. Stock Options Under the terms of the 2015 Plan, incentive stock options had an exercise price at or above the fair market value of the stock on the date of the grant, while non-qualified stock options were permitted to be granted below fair market value of the stock on the date of grant. Stock options granted have service-based vesting conditions only. The service-based vesting conditions vary, though typically, stock options vest over four years with 25% of stock options vesting on the first anniversary of the grant and the remaining 75% vesting monthly over the remaining 36 months. Option holders have a 10-year period to exercise the options before they expire. Forfeitures are recognized in the period of occurrence. No stock options were granted by the Company in 2021. 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. The Company’s stock option activity for the year ended December 31, 2021 was as follows: Number of Weighted- Weighted- Aggregate Outstanding as of December 31, 2020 16,188,071 $ 1.67 Exercised (3,522,299) 1.68 Cancelled/Forfeited (1,158,129) 1.67 Outstanding as of December 31, 2021 11,507,643 1.72 7.86 $ 176,893 Vested and exercisable as of December 31, 2021 4,720,601 1.71 7.50 $ 71,742 Vested and expected to vest as of December 31, 2021 11,507,643 1.72 7.86 $ 176,893 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, 2021, 2020 and 2019 was $7.1 million, $1.4 million and $0.2 million, respectively. The aggregate intrinsic value of stock options exercised during the year ended December 31, 2021 was $67.1 million. The intrinsic value is calculated as the difference between the exercise price and the fair value of the common stock on the exercise date. As of December 31, 2021, the Company had $6.3 million of unrecognized stock-based compensation expense related to stock options. This cost is expected to be recognized over a weighted-average period of 1.07 years. Restricted Stock Awards Prior to June 30, 2019, the Company granted restricted stock awards (“RSAs”) to employees. Recipients purchased the restricted stock on the grant date and the Company has the right to repurchase the restricted shares at the same price recipients paid to obtain those shares. The restrictions lapse solely based on continued service, and generally lapse over 4 years —25% on the first anniversary of the date of issuance, and the remaining 75% monthly over the remaining 36 months. At the grant date of the award, recipients of restricted stock are granted voting rights and receive dividends on unvested shares. No restricted stock awards have been granted after June 30, 2019. The Company’s RSAs activity for the year ended December 31, 2021 was as follows: Shares Weighted Average Outstanding as of December 31, 2020 1,815,891 1.15 Forfeited (101,716) 1.12 Vested (1,047,877) 0.97 Outstanding as of December 31, 2021 666,298 1.21 The total fair value of restricted stock awards vested during the year ended December 31, 2021, 2020 and 2019 was $1.0 million, $2.2 million and $2.5 million, respectively. As of December 31, 2021, the Company had $0.7 million of unrecognized stock-based compensation expense related to restricted stock awards. This cost is expected to be recognized over a weighted-average period of 0.53 years. Restricted Stock Units To date, the Company has granted restricted stock units (“RSUs”) under the 2020 EIP. Each RSU granted under the 2020 EIP represents a right to receive one share of the Company’s Class A common stock when the RSU vests. RSUs generally vest over a period up to six years. The fair value of RSU is equal to the fair value of the Company’s common stock on the date of grant. The Company’s RSUs activity for the year ended December 31, 2021 was as follows: Shares Weighted Average Outstanding as of December 31, 2020 — — Granted 14,130,298 19.52 Forfeited (430,168) 20.35 Vested (1,717,098) 19.08 Outstanding as of December 31, 2021 11,983,032 19.56 The total fair value of RSUs vested during the year ended December 31, 2021 was $32.8 million. As of December 31, 2021, the Company had $203.5 million of unrecognized stock-based compensation expense related to RSUs. This cost is expected to be recognized over a weighted-average period of 1.83 years. Fixed Value Equity Awards The Company issues fixed value equity awards to certain employees as a part of their compensation package. These awards are issued as RSUs out of the 2020 EIP and are accounted for as liability classified awards under ASC 718 — Stock Compensation. Fixed value equity awards granted have service-based conditions only and vest quarterly over a period of four years. These awards represent a fixed dollar amount settled in a variable number of shares determined at each vesting period. For the year ended December 31, 2021, the Company recorded $3.8 million in stock-based compensation expense related to these awards. OptoGration Awards As discussed in Note 3, as part of the OptoGration acquisition, the Company owes up to $22.0 million of post combination compensation related to certain service and performance conditions. As of December 31, 2021, it is probable that the conditions will be met, and as a result, the Company recorded $6.1 million in stock-based compensation expense. Compensation expense Stock-based compensation expense by type of award was as follows (in thousands): Year Ended December 31, 2021 2020 2019 Equity Classified Awards: Stock options $ 5,137 $ 3,179 $ 240 RSAs 1,682 5,532 2,462 RSUs 60,191 — — Liability Classified Awards: Fixed value equity awards 3,826 — — OptoGration awards 6,114 — — Patent awards 734 — — Total $ 77,684 $ 8,711 $ 2,702 Stock-based compensation expense by function was as follows (in thousands): Year Ended December 31, 2021 2020 2019 Cost of sales $ 6,422 $ 309 $ 92 Research and development 20,216 2,098 914 Sales and marketing 4,546 414 163 General and administrative 46,500 5,890 1,533 Total $ 77,684 $ 8,711 $ 2,702 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Leases | LeasesThe Company leases manufacturing equipment under non-cancelable finance leases expiring at various dates through December 2025. The Company also leases office and manufacturing facilities under non-cancelable operating leases expiring at various dates through June 2026. In October 2021, the Company entered into a lease agreement commencing on April 1, 2022 for a term of 65 months through August 31, 2027. In September 2021, the Company gave a notice to the landlord to terminate the lease of certain office space in Orlando, Florida. The amounts of operating lease right-of-use assets and liabilities associated with the termination were not material. Some of the Company’s leases include one or more options to renew, with renewal terms that if exercised by the Company, extend the lease term from one The Company adopted ASC 842 using the modified retrospective method on January 1, 2021 and elected the available package of practical expedients upon adoption. The most significant impact of the adoption of ASC 842 was the recognition of right-of-use, or ROU, assets and lease liabilities for operating leases of $10.8 million and $12.0 million, respectively, and a reversal of deferred rent of $1.2 million on January 1, 2021. The Company’s accounting for finance leases remained substantially unchanged. The adoption of ASC 842 did not have any impact on the Company’s operating results or cash flows. The Company determines if an arrangement is or contains a lease at inception. Operating leases are included in operating lease ROU assets and operating lease liabilities in the Company’s consolidated balance sheets. Finance leases are included in property and equipment, and finance lease liabilities in the Company’s consolidated balance sheets. The Company’s finance leases were not material for any of the periods presented. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on an amount equal to the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, the Company generally uses the incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The Company uses the implicit rate when it is readily determinable. The Company elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allowed it to carry forward existing lease classification and to exclude leases with original terms of one year or less. Further, the Company elected to combine lease and non-lease components for all asset classes. Any variable lease components are expensed as incurred. The operating lease ROU asset also includes adjustments related to prepaid or deferred lease payments and lease incentives. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Operating lease expense for lease payments is recognized on a straight-line basis over the lease term. The components of operating lease expenses for the year ended December 31, 2021 were as follows (in thousands): Year Ended December 31, 2021 Operating lease cost $ 4,654 Variable lease cost 1,703 Total operating lease cost $ 6,357 Supplemental cash flow information for the year ended December 31, 2021 related to operating leases was as follows (in thousands): Amount Cash paid for amounts included in the measurement of lease liabilities: Cash paid for operating leases included in operating activities $ (4,609) Right of use assets obtained in exchange for lease obligations: Operating leases 2,876 Supplemental balance sheet information related to operating leases was as follows (in thousands): December 31, 2021 Operating leases: Operating lease right-of-use assets $ 9,145 Operating lease liabilities: Operating lease liabilities, current $ 4,735 Operating lease liabilities, non-current 5,768 Total operating lease liabilities $ 10,503 Weighted average remaining terms were as follows (in years): December 31, 2021 Weighted average remaining lease term Operating leases 2.95 Weighted average discount rates were as follows: December 31, 2021 Weighted average discount rate Operating leases 2.80 % Maturities of lease liabilities were as follows (in thousands): Operating Leases Year Ending December 31, 2022 $ 5,049 2023 3,535 2024 1,253 2025 1,195 2026 602 Total lease payments 11,634 Less: imputed interest (1,131) Total leases liabilities $ 10,503 Disclosures under ASC 840, Leases Rent expense was $7.6 million and $6.0 million for the year ended December 31, 2020 and 2019, respectively. As of December 31, 2020, future minimum lease payments under noncancelable operating leases with an initial lease term in excess of one year were as follows (in thousands): Operating Leases 2021 $ 5,834 2022 6,172 2023 4,544 2024 746 Total minimum lease payments $ 17,296 Future minimum lease payments under noncancelable capital leases were not material as of December 31, 2020. |
Leases | LeasesThe Company leases manufacturing equipment under non-cancelable finance leases expiring at various dates through December 2025. The Company also leases office and manufacturing facilities under non-cancelable operating leases expiring at various dates through June 2026. In October 2021, the Company entered into a lease agreement commencing on April 1, 2022 for a term of 65 months through August 31, 2027. In September 2021, the Company gave a notice to the landlord to terminate the lease of certain office space in Orlando, Florida. The amounts of operating lease right-of-use assets and liabilities associated with the termination were not material. Some of the Company’s leases include one or more options to renew, with renewal terms that if exercised by the Company, extend the lease term from one The Company adopted ASC 842 using the modified retrospective method on January 1, 2021 and elected the available package of practical expedients upon adoption. The most significant impact of the adoption of ASC 842 was the recognition of right-of-use, or ROU, assets and lease liabilities for operating leases of $10.8 million and $12.0 million, respectively, and a reversal of deferred rent of $1.2 million on January 1, 2021. The Company’s accounting for finance leases remained substantially unchanged. The adoption of ASC 842 did not have any impact on the Company’s operating results or cash flows. The Company determines if an arrangement is or contains a lease at inception. Operating leases are included in operating lease ROU assets and operating lease liabilities in the Company’s consolidated balance sheets. Finance leases are included in property and equipment, and finance lease liabilities in the Company’s consolidated balance sheets. The Company’s finance leases were not material for any of the periods presented. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on an amount equal to the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, the Company generally uses the incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The Company uses the implicit rate when it is readily determinable. The Company elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allowed it to carry forward existing lease classification and to exclude leases with original terms of one year or less. Further, the Company elected to combine lease and non-lease components for all asset classes. Any variable lease components are expensed as incurred. The operating lease ROU asset also includes adjustments related to prepaid or deferred lease payments and lease incentives. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Operating lease expense for lease payments is recognized on a straight-line basis over the lease term. The components of operating lease expenses for the year ended December 31, 2021 were as follows (in thousands): Year Ended December 31, 2021 Operating lease cost $ 4,654 Variable lease cost 1,703 Total operating lease cost $ 6,357 Supplemental cash flow information for the year ended December 31, 2021 related to operating leases was as follows (in thousands): Amount Cash paid for amounts included in the measurement of lease liabilities: Cash paid for operating leases included in operating activities $ (4,609) Right of use assets obtained in exchange for lease obligations: Operating leases 2,876 Supplemental balance sheet information related to operating leases was as follows (in thousands): December 31, 2021 Operating leases: Operating lease right-of-use assets $ 9,145 Operating lease liabilities: Operating lease liabilities, current $ 4,735 Operating lease liabilities, non-current 5,768 Total operating lease liabilities $ 10,503 Weighted average remaining terms were as follows (in years): December 31, 2021 Weighted average remaining lease term Operating leases 2.95 Weighted average discount rates were as follows: December 31, 2021 Weighted average discount rate Operating leases 2.80 % Maturities of lease liabilities were as follows (in thousands): Operating Leases Year Ending December 31, 2022 $ 5,049 2023 3,535 2024 1,253 2025 1,195 2026 602 Total lease payments 11,634 Less: imputed interest (1,131) Total leases liabilities $ 10,503 Disclosures under ASC 840, Leases Rent expense was $7.6 million and $6.0 million for the year ended December 31, 2020 and 2019, respectively. As of December 31, 2020, future minimum lease payments under noncancelable operating leases with an initial lease term in excess of one year were as follows (in thousands): Operating Leases 2021 $ 5,834 2022 6,172 2023 4,544 2024 746 Total minimum lease payments $ 17,296 Future minimum lease payments under noncancelable capital leases were not material as of December 31, 2020. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
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, 2021 2020 2019 United States $ (239,855) $ (362,338) $ (94,718) International 607 40 — Loss before income taxes $ (239,248) $ (362,298) $ (94,718) Benefit from income taxes for the periods presented consisted of (in thousands): Year Ended December 31, 2021 2020 2019 Deferred: U.S. federal (1,262) — — U.S. state — — — Foreign — — — Total deferred: (1,262) — — Total benefit from income taxes $ (1,262) $ — $ — 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, 2021 2020 2019 U.S. federal provision at statutory rate 21.0 % 21.0 % 21.0 % State income taxes 4.4 0.7 2.9 Tax credits 1.5 0.6 1.9 Fair value of financial instruments (2.3) (15.6) (6.8) Stock-based compensation expense 2.0 (0.4) (0.6) Executive compensation (1.1) 0.0 0.0 Other permanent items (0.3) 0.0 0.0 Uncertain tax benefits (0.8) (0.3) (0.9) Change in valuation allowance (24.0) (6.0) (17.5) Effective tax rate 0.4 % 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 2021, 2020 and 2019. The Company’s deferred income tax assets and liabilities as of December 31, 2021 and 2020 were as follows (in thousands): Year Ended December 31, 2021 2020 Deferred tax assets: Net operating loss carry forward $ 120,544 $ 62,346 Tax credits 6,296 3,975 Accruals and reserves — 3,323 Stock-based compensation expense 6,944 267 Lease liability (ASC 842) 2,622 — Accrued expenses — — Inventory reserves 617 — Other 15 2 Total deferred tax assets 137,038 69,913 Valuation allowance (130,569) (69,222) Total deferred tax asset 6,469 691 Deferred tax liabilities: Depreciation and amortization 1,185 691 Prepaid expenses 2,983 — ROU asset (ASC 842) 2,301 — Total deferred tax liabilities 6,469 691 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 $130.6 million and $69.2 million as of December 31, 2021 and 2020, 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 Sections 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, 2021, the Company had $469.6 million of U.S. federal net operating loss carryforwards available to reduce future taxable income, of which $426.9 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 $420.6 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 $10.5 million and $8.0 million as of December 31, 2021 and 2020, respectively. The federal and state research credit carryforwards will begin expiring in 2037. On January 1, 2022, a provision of the Tax Cuts and Jobs Act of 2017 went into effect which eliminates the option to deduct domestic research and development costs in the year incurred and instead requires taxpayers to amortize such costs over five years. The House Ways and Means Committee has proposed tax legislation to delay the effective date of this change to 2026, but it is uncertain whether the proposed delay will ultimately be enacted into law. If no new legislation is passed, the provision would go into effect for the Company’s fiscal year 2023 and is expected to decrease cash flows from operations and increase net deferred tax assets by a similar amount. The Company is currently evaluating the potential impact on cash flows from operations. 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, 2021 and 2020. 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, 2021 2020 2019 Unrecognized tax benefits as of the beginning of the year $ 3,975 $ 2,397 $ 1,473 Increases related to prior year tax positions 535 327 — Increase related to current year tax positions 1,786 1,251 924 Unrecognized tax benefits as of the end of the year $ 6,296 $ 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, 2021 remain subject to examination. |
Commitment and Contingencies
Commitment and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies 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 $24.6 million as of December 31, 2021, which is expected to be received within a year. In October 2021, the Company entered into an office space lease commencing April 1, 2022. This will commit the Company to total rent payments of $5.0 million and variable costs of $1.4 million through the end of the lease ending August 31, 2027. In June 2021, the Company entered into an agreement with P3 USA, Inc. (“P3”) to provide engineering, and general and administrative services. Under the said agreement, the Company issued 291,940 shares of Class A common stock to P3 in the third quarter of 2021. In September 2021, the Company entered into an amendment to modify the existing agreement with P3 and, among other things, extended the term of the agreement until December 2025. The Company expects that the expenses to be incurred with P3 will be at least $30.0 million over the extended term under the amended agreement. Legal Matters From time to time, the Company is involved in actions, claims, suits and other proceedings in the ordinary course of business, including assertions by third parties relating to intellectual property infringement, breaches of contract or warranties or employment-related matters. When it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated, the Company records a liability for such loss contingencies. The Company’s estimates regarding potential losses and materiality are based on the Company’s judgment and assessment of the claims utilizing currently available information. Although the Company will continue to reassess its reserves and estimates based on future developments, the Company’s objective assessment of the legal merits of such claims may not always be predictive of the outcome and actual results may vary from the Company’s current estimates. 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, which was paid off in 2021. 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, 2021 | |
Segment Reporting [Abstract] | |
Segment and Customer Concentration Information | Segment and Customer Concentration Information Reportable segments are (i) Autonomy Solutions and (ii) Components. 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 measure distance using laser light to generate a 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. Components 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, 2021 Autonomy Component Total Eliminations (1) Total Revenue: Revenues from external customers $ 28,497 $ 3,447 $ 31,944 $ — $ 31,944 Revenues from internal customer 8,098 5,929 14,027 (14,027) — Total Revenue $ 36,595 $ 9,376 $ 45,971 $ (14,027) $ 31,944 Depreciation and amortization $ 3,723 $ 439 $ 4,162 $ — $ 4,162 Operating gain (loss) (214,133) (324) (214,457) (95) (214,552) Other significant items: Segment assets 882,704 9,771 892,475 (8,939) 883,536 Inventories, net 10,179 163 10,342 — 10,342 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. Two customers accounted for 42% and 17% of the Company’s revenue for the year ended December 31, 2021 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, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Equity Investments In February 2021, the Company invested $15.0 million in a special purpose acquisition company, of which Mr. Jun Hong Heng, is the Chairman and Chief Executive Officer, and a principal shareholder. Mr. Heng became a director of the Company in June 2021. The terms of such investment were no less favorable to the Company than to other third party investors. During 2021, the Company sold $2.9 million of this investment and had a remaining balance of $12.1 million. The fair value of this investment as of December 31, 2021was $12.2 million. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events In preparing the audited consolidated financial statements as of December 31, 2021, the Company has evaluated subsequent events through March 1, 2022. Share Repurchases In January 2022, the Company repurchased 1,008,779 shares of Class A common stock at an aggregate price of $17.8 million through market purchase transactions under the share repurchase program approved by the Company’s Board of Directors in December 2021. Agreement with Celestica In January 2022, the Company entered into an Equipment and Tooling Agreement (the “Agreement”) with Celestica. Under the Agreement, the Company desires to have Celestica develop and build certain Company specific production equipment (including automation equipment) and tooling that will be used to manufacture or test the products or pre-production units of products for the Company and to perform certain services associated with the manufacturing processes of the products. Under the Agreement, the Company may elect to pay Celestica $26.9 million either in cash or Class A common stock. Payment will be owed to Celestica upon meeting of certain milestones as specified in the Agreement. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
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. |
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, valuation allowance for deferred tax assets, valuation of warrants, forecasted costs associated with non-recurring engineering (“NRE”) services, product warranty reserves, stock-based compensation expense and other loss contingencies. Management periodically evaluates such estimates and they are adjusted prospectively based upon such periodic evaluation. Actual results could differ from those estimates. |
Segment Information | Segment Information The Company has determined its operating segments using the same indicators which are used to evaluate its performance internally. The Company has two business activities which are its operating segments: (i) “Autonomy Solutions” for automotive applications, which includes manufacturing and distribution of lidar sensors that measure distance using laser light to generate a 3D map, non-recurring engineering services related to the Company’s lidar products, and development of software products that enable autonomy capabilities; and |
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 investments with maturities of three months or less at the time of purchase. The Company’s cash equivalents include investments in money market funds, U.S. treasury securities 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. |
Debt Securities Marketable Equity 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 income (loss) (“OCI”). 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. The Company reviews the fair value of debt securities and when the fair value of a debt security is below its amortized cost, the amortized cost should be written down to its fair value if (i) it is more likely than not that management will be required to sell the impaired security before recovery of its amortized basis; or (ii) management has the intention to sell the security. If neither of these conditions are met, the Company must determine whether the impairment is due to credit losses. To determine the amount of credit losses, the Company compares the present value of the expected cash flows of the security, derived by taking into account the issuer’s credit ratings and remaining payment terms, with its amortized cost basis. The amount of impairment recognized is limited to the excess of the amortized cost over the fair value of the security. An allowance for credit losses for the excess of amortized cost over the expected cash flows is recorded in other income (expense), net on the consolidated statements of operations. Non-credit related impairment losses are recorded in OCI. Marketable Equity Investments The Company holds marketable equity investments over which the Company does not have a controlling interest or significant influence. Marketable equity investments are measured using the quoted prices in active markets with changes recorded in other income (expense), net on the consolidated statement of operations. |
Non-Marketable Equity Investments Measured Using the Measurement Alternative | Non-Marketable Equity Investments Measured Using the Measurement AlternativeThe Company holds a non-marketable equity investment in a privately held company in which the Company does not own a controlling interest or have significant influence. The investment does not have a readily determinable fair value and the Company has elected the measurement alternative, and consequently, measures the investment at cost less any impairment, adjusted to fair value, if there are observable price changes for an identical or similar investment of the same issuer. |
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, 2021 and 2020 did not record an allowance for doubtful accounts. |
Inventory | Inventory The Company values inventory 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. The Company assesses inventory of slow-moving products for potential impairment, and records write-downs of inventory to cost of sales. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost less accumulated depreciation and amortization, and are depreciated using the straight-line method over the estimated useful lives of the assets as follows: Asset Category Estimated useful lives Machinery and equipment 5 to 7 years Tooling 1 to 3 years Computer hardware and software 3 to 5 years Demonstration fleet and demonstration units 2 to 5 years Leasehold improvements Shorter of useful life or lease term Vehicles 5 years Furniture and fixtures 7 years 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. |
Intangible Assets and Goodwill | Intangible Assets Intangible assets, consisting of acquired developed technology, customer relationships and tradename are carried at cost less accumulated amortization. All intangible assets have been determined to have definite lives and are amortized on a straight-line basis over their estimated remaining economic lives, ranging from one 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. There was no impairment of goodwill experienced during the year ended December 31, 2021 or 2020. |
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. |
Convertible Senior Notes | Convertible Senior Notes Effective January 1, 2021, the Company early adopted ASU 2020-06 as of January 1, 2021. As a result, the Company’s convertible senior notes issued in December 2021 are accounted for as a single liability instrument measured at its amortized cost, as no other embedded features require bifurcation and recognition as derivatives. |
Product Warranties | Product WarrantiesEstimated 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. |
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 entitled the holder to purchase one share of Class A common stock at an exercise price of $11.50 per share (the “Public Warrants”). Simultaneously with the closing of the IPO, Gores completed the private sale of 6.667 million warrants to Gore’s sponsor at a purchase price of $1.50 per warrant (the “Private Warrants”). Each Private Warrant allows the sponsor to purchase one share of Class A common stock at $11.50 per share. 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 were 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, said Private Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. In the first quarter of 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 for a redemption price of $0.01 per Public Warrant. The Company had 3,077,021 Private Warrants and 0 Public Warrants, outstanding as of December 31, 2021 and such Private Warrants are set to expire on December 2, 2025. The exercise of the 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 stockholders. Public Warrants contained the same feature. Since not all of the Company’s stockholders 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. Consequently, the Company concluded that the Public and Private Warrants do not meet the criteria to be classified in stockholders’ equity per the guidance in ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own 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 consolidated statement of operations and comprehensive loss at each reporting date. |
Revenue Recognition | Revenue Recognition 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 goods or services. Nature of Products and Services and Revenue Recognition Autonomy Solutions segment revenue primarily comes from product sales of lidar sensors to customers and distributors and NRE services to integrate Luminar lidar hardware 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. Components segment revenue primarily comes from the development and production of specialized wafers, dies, and avalanche photodiodes and NRE services related to design of custom products. Revenue from product sales is recognized at a point in time when control of the goods is transferred. Certain customer arrangements involve NRE services to develop and delivery of prototype products to customers. Revenue from these sales arrangements is categorized as product revenue and recognized over time as the product is being developed. Revenue from time and material based NRE service arrangements is recognized over time. For NRE services 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 costs (cost-to-cost). Amounts billed to customers for shipping and handling are included in revenue. The Company’s arrangements for sale of hardware are typically recognized at the time of transfer of control of the underlying hardware. The obligations associated with any performance obligation to update the Company’s software have been immaterial. Taxes collected from customers and remitted to governmental authorities are excluded from revenue on the net basis of accounting. For NRE service projects, the Company contracts with customers based on hourly rates or on a fixed fee basis. For arrangements 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. For arrangements based on a fixed fee, revenue is recognized based on the progress or the percentage of completion of the NRE service project. 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. Typically, the expected timing difference between the payment and satisfaction of performance obligations 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 or provide financing from or to 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 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. |
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 and allocated overhead costs. Substantially all of the Company’s R&D expenses are related to developing new products and services, improving existing products and services, and developing manufacturing processes. R&D expenses are expensed as incurred. |
Stock-Based Compensation | Stock-based Compensation Employee awards For equity classified awards, the Company measures the cost of share-based awards granted to employees, non-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, if any. The grant-date fair value of restricted stock unit is calculated based on the fair value of the underlying common 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. The Company grants fixed value share-based awards to certain employees, wherein the awardee is entitled to a fixed dollar value compensation settled by issuing shares on the vesting date, with the number of shares determined based on the Company’s stock price on or close to the settlement date. These fixed value equity awards are considered as liability classified awards. The Company measures the cost of fixed value share-based awards granted to employees based on a fixed monetary amount that is known at the inception of the obligation. The Company records the compensation cost for the fixed dollar amount of the award over the vesting period, with a corresponding liability. Stock-based payments to vendors / non-employees The Company has entered into arrangements with certain vendors and other third parties wherein the Company at its discretion may elect to compensate the respective vendors for services provided in either cash or by issuing shares of the Company’s Class A common stock (“Stock-in-lieu of Cash Program”). Typically, the amounts owed under the Stock-in-lieu of Cash Program are settled by issuing shares, with the number of shares determined based on the Company’s stock price on or |
Income Taxes | Income Taxes Income taxes are accounted for 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. |
Recently Adopted Accounting Pronouncements and Recent Accounting Pronouncements Not Yet Effective | Recently Adopted Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2016-02, Leases (Topic 842) and issued subsequent amendments to the initial guidance in 2017, 2018 and 2019 (collectively “ASC 842”). Under the new guidance, a lessee is required to recognize assets and liabilities for both finance, previously known as capital, and operating leases with lease terms of more than 12 months. The ASU also requires disclosures to help investors and other financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases. In transition, the Company recognized and measured leases at the beginning of the period of adoption, January 1, 2021, using a modified retrospective approach that included a number of optional practical expedients that the Company elected to apply. See Note 15 for disclosure on the impact of adopting this standard. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which requires measurement and recognition of expected credit losses for financial assets held at amortized cost, including trade receivables. ASU 2016-13 replaces the existing incurred loss impairment model with an expected loss model that requires the forward-looking information to calculate credit loss estimates. It also eliminates the concept of other-than-temporary impairment and requires credit losses related to available-for-sale debt securities to be recorded through an allowance for credit losses rather than as a reduction in the amortized cost basis of the securities. These changes will result in more timely recognition of credit losses. The Company adopted ASU 2016-13 using the modified retrospective method on January 1, 2021. The adoption of ASU 2016-13 did not have a material impact on the Company’s consolidated financial position, operating results or cash flows. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which amends its guidance to simplify the accounting for income taxes by, among other things, removing exceptions to certain general principles in Topic 740, Income Taxes. The Company adopted ASU 2019-12 on January 1, 2021. The adoption of ASU 2019-12 did not have a material impact on the Company’s consolidated financial position, operating results or cash flows. In August 2020, the FASB issued ASU 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 simplifies the accounting for convertible instruments by removing the separation models for (1) convertible debt with a cash conversion feature and (2) convertible instruments with a beneficial conversion feature. The Company elected to early adopt ASU 2020-06 as of January 1, 2021. The adoption of ASU 2020-06 resulted in the convertible senior notes issued in December 2021 to be recorded as a single liability instrument. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. Recent Accounting Pronouncements Not Yet Effective In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”). The new guidance in this update affects all entities that enter into a business combination within the scope of ASC 805-10. ASU 2021-08 will be effective for the Company beginning January 1, 2023. The Company is currently in the process of evaluating the effects of this pronouncement on the Company’s consolidated financial statements and does not expect it to have a material impact on the consolidated financial statements. |
Fair Value Measurements | the Company carried cash equivalents, marketable securities and Private Warrants. The Company had previously carried Public Warrants which were exercised and redeemed in March 2021. 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. Given that the transfer of Private Warrants to anyone outside of a small group of individuals constituting the sponsors of Gores Metropoulos, Inc. would result in the Private Warrants having substantially the same terms as the Public Warrants, management determined that the fair value of each Private Warrant is the same as that of a Public Warrant, with an insignificant adjustment for short-term marketability restrictions, as of December 31, 2020. As of December 31, 2021, management determined the fair value of the Private Warrants using observable inputs in the Black-Scholes valuation model, which used the remaining term of warrants of 3.92 years, volatility of 67.2% and a risk-free rate of 1.10%. Accordingly, the Private Warrants are classified as Level 3 financial instruments. |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Property and Equipment | Property and equipment are stated at cost less accumulated depreciation and amortization, and are depreciated using the straight-line method over the estimated useful lives of the assets as follows: Asset Category Estimated useful lives Machinery and equipment 5 to 7 years Tooling 1 to 3 years Computer hardware and software 3 to 5 years Demonstration fleet and demonstration units 2 to 5 years Leasehold improvements Shorter of useful life or lease term Vehicles 5 years Furniture and fixtures 7 years Property and equipment consisted of the following (in thousands): December 31, 2021 2020 Machinery and equipment $ 7,694 $ 5,940 Computer hardware and software 2,854 2,450 Demonstration fleet and demonstration units 811 1,821 Leasehold improvements 869 791 Vehicles 1,610 835 Furniture and fixtures 272 293 Construction in progress 3,677 1,410 Total property and equipment 17,787 13,540 Accumulated depreciation and amortization (6,778) (5,851) Total property and equipment, net $ 11,009 $ 7,689 |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Business Acquisitions, by Acquisition | The following table summarizes the preliminary purchase price allocation to assets acquired and liabilities assumed, including identification of measurement period adjustments: Recorded Value Cash and cash equivalents $ 358 Accounts receivable 810 Other current assets 482 Property and equipment 1,248 Other non-current assets 384 Intangible assets (1) 2,650 Goodwill (2) 2,409 Total assets acquired 8,341 Current Liabilities (488) Non-current liabilities (1,511) Total liabilities assumed (1,999) Net assets acquired $ 6,342 (1) Identifiable intangible assets were measured using the income approach. (2) Goodwill is the excess of the consideration transferred over the net assets recognized and represents the expected future economic benefits as a result of other assets acquired that could not be individually identified and separately recognized. Goodwill is not amortized. The factors that made up the goodwill recognized included assembled workforce and component cost savings. Goodwill is not expected to be deductible for tax purposes. |
Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination | Identifiable intangible assets recognized: Useful Life Preliminary Recorded Value Customer relationships 10 years $ 780 Tradename ≤ 1 year 120 Developed technology 10 years 1,750 Total intangible assets $ 2,650 |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | Total revenue based on the disaggregation criteria described above, as well as revenue by segment, are as follows (in thousands): Year Ended December 31, 2021 2020 2019 Revenue % of Revenue Revenue % of Revenue Revenue % of Revenue Revenue by primary geographical market: North America $ 23,043 72 % $ 4,010 29 % $ 10,453 83 % Asia Pacific 2,502 8 % 906 6 % 469 4 % Europe and Middle East 6,399 20 % 9,035 65 % 1,680 13 % Total 31,944 100 % 13,951 100 % 12,602 100 % Revenue by timing of recognition: Recognized at a point in time 8,892 28 % 2,639 19 % 9,666 77 % Recognized over time 23,052 72 % 11,312 81 % 2,936 23 % Total 31,944 100 % 13,951 100 % 12,602 100 % Revenue by segment: Autonomy Solutions 28,497 89 % 11,387 82 % 9,666 77 % Components 3,447 11 % 2,564 18 % 2,936 23 % Total 31,944 100 % 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 assets balances consisted of the following (in thousands): December 31, 2021 2020 Beginning balance $ — $ — Revenue recognized for performance obligations that have been satisfied but for which amounts have not been billed 9,907 — Ending balance $ 9,907 $ — The significant changes in contract liabilities balances consisted of the following (in thousands): December 31, 2021 2020 Beginning balance $ 2,284 $ 225 Revenue recognized that was included in the contract liabilities beginning balance (1,792) (225) Increase due to cash received and not recognized as revenue and billings in excess of revenue recognized during the period 406 2,284 Ending balance $ 898 $ 2,284 |
Investments (Tables)
Investments (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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, 2021 and 2020 (in thousands): December 31, 2021 Cost Gross Gross Fair Value U.S. treasury securities $ 161,938 $ 1 $ (474) $ 161,465 U.S. agency and government sponsored securities 4,995 — (25) 4,970 Commercial paper 40,788 — (4) 40,784 Corporate bonds 165,522 13 (345) 165,190 Asset-backed securities 46,540 — (74) 46,466 Total debt securities $ 419,783 $ 14 $ (922) $ 418,875 Included in cash and cash equivalents $ 950 $ — $ — $ 950 Included in marketable securities $ 418,833 $ 14 $ (922) $ 417,925 December 31, 2020 Cost Gross Gross Fair Value U.S. treasury securities $ 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 |
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, 2021 and 2020 (in thousands): December 31, 2021 December 31, 2020 Gross Fair Value Gross Fair Value U.S. treasury securities $ (474) $ 146,454 $ (6) $ 65,298 U.S. agency and government sponsored securities (25) 4,970 — — Commercial paper (4) 30,285 (4) 47,629 Corporate bonds (345) 145,522 (2) 15,575 Asset-backed securities (74) 45,251 — — Total $ (922) $ 372,482 $ (12) $ 128,502 |
Schedule of Equity Investments | The Company’s equity investments consisted of the following as of December 31, 2021 and 2020 (in thousands): December 31, Consolidated Balance Sheets Location 2021 2020 Money market funds (1) Cash and cash equivalents $ 25,654 $ 64,971 Marketable equity investments (1) Marketable securities 44,216 — Non-marketable equity investment measured using the measurement alternative (2) Other non-current assets 10,002 — $ 79,872 $ 64,971 (1) Investments with readily determinable fair values. (2) Investment in privately held company without readily determinable fair value. |
Schedule of Total Realized and Unrealized Gains and Losses Associated with Equity Investments | Total realized and unrealized gains and losses associated with the Company’s equity investments consisted of the following (in thousands): Year Ended December 31, 2021 2020 2019 Net realized gains (losses) recognized on equity investments sold $ 513 $ — $ — Net unrealized gains (losses) recognized on equity investments held (156) — — Total net gains (losses) recognized in other income (expense), net $ 357 $ — $ — |
Financial Statement Components
Financial Statement Components (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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, 2021 2020 Cash $ 303,373 $ 10,652 Money market funds 25,654 64,971 U.S. treasury securities — 24,999 Commercial paper 950 108,322 Total cash and cash equivalents $ 329,977 $ 208,944 |
Schedule of Inventory | Inventory consisted of the following (in thousands): December 31, 2021 2020 Raw materials $ 5,866 $ 625 Work-in-process 1,171 52 Finished goods 3,305 2,936 Total inventory $ 10,342 $ 3,613 |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consisted of the following (in thousands): December 31, 2021 2020 Prepaid expenses $ 14,651 $ 1,073 Contract assets 9,907 — Advance payments to vendors 1,810 961 Prepaid rent and other — 503 Other receivables 2,827 2,260 Total prepaid expenses and other current assets $ 29,195 $ 4,797 |
Schedule of Property and Equipment | Property and equipment are stated at cost less accumulated depreciation and amortization, and are depreciated using the straight-line method over the estimated useful lives of the assets as follows: Asset Category Estimated useful lives Machinery and equipment 5 to 7 years Tooling 1 to 3 years Computer hardware and software 3 to 5 years Demonstration fleet and demonstration units 2 to 5 years Leasehold improvements Shorter of useful life or lease term Vehicles 5 years Furniture and fixtures 7 years Property and equipment consisted of the following (in thousands): December 31, 2021 2020 Machinery and equipment $ 7,694 $ 5,940 Computer hardware and software 2,854 2,450 Demonstration fleet and demonstration units 811 1,821 Leasehold improvements 869 791 Vehicles 1,610 835 Furniture and fixtures 272 293 Construction in progress 3,677 1,410 Total property and equipment 17,787 13,540 Accumulated depreciation and amortization (6,778) (5,851) Total property and equipment, net $ 11,009 $ 7,689 |
Schedule of Intangible Assets | The components of intangible assets were as follows (in thousands): Gross Accumulated Net Weighted Average Customer relationships $ 780 $ (33) $ 747 9.6 Tradename 120 (120) — — Developed technology 1,750 (73) 1,677 9.6 Total intangible assets $ 2,650 $ (226) $ 2,424 9.6 |
Schedule of Future Amortization Expense | As of December 31, 2021, the expected future amortization expense for intangible assets was as follows (in thousands): Period Expected Future 2022 $ 253 2023 253 2024 253 2025 253 2026 253 Thereafter 1,159 Total $ 2,424 |
Schedule of Goodwill | The carrying amount of goodwill allocated to the Company’s reportable segments was as follows (in thousands): Autonomy Solutions Components Total As of December 31, 2021 $ 687 $ 2,423 $ 3,110 As of December 31, 2020 $ 687 $ 14 $ 701 |
Schedule of Other Noncurrent Assets | Other non-current assets consisted of the following (in thousands): December 31, 2021 2020 Security deposits $ 1,187 $ 1,106 Non-marketable equity investment 10,002 — Other non-current assets 1,266 45 Total other non-current assets $ 12,455 $ 1,151 |
Schedule of Accrued and Other Current Liabilities | Accrued and other current liabilities consisted of the following (in thousands): December 31, 2021 2020 Accrued compensation and benefits $ 9,899 $ 3,071 Accrued expenses 6,727 3,998 Warranty reserves 1,798 259 Contract liabilities 898 2,284 Accrued interest payable 316 — Contract losses 115 558 Finance lease liabilities (capital lease liabilities prior to adoption of ASC 842), current 91 282 Total accrued and other current liabilities $ 19,844 $ 10,452 |
Schedule of Other Non-Current Liabilities | Other non-current liabilities consisted of the following (in thousands): December 31, 2021 2020 Deferred rent $ — $ 826 Finance lease liabilities (capital lease liabilities prior to adoption of ASC 842), non-current — 492 Other non-current liabilities 598 — Total other non-current liabilities $ 598 $ 1,318 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Net Carrying Amount | The net carrying amount of the Convertible Senior Notes was as follows (in thousands): As of Principal $ 625,000 Unamortized debt discount and issuance costs (16,043) Net carrying amount $ 608,957 |
Schedule of Interest Expense | The following table sets forth the interest expense recognized related to the Convertible Senior Notes (in thousands): As of Contractual interest expense $ 316 Amortization of debt discount and issuance costs 135 Total interest expense $ 451 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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 $ 25,654 $ — $ — $ 25,654 Commercial paper — 950 — 950 Total cash equivalents $ 25,654 $ 950 $ — $ 26,604 Marketable investments: U.S. Treasury $ 161,465 $ — $ — $ 161,465 U.S. agency and government sponsored securities — 4,970 — 4,970 Commercial paper — 39,834 — 39,834 Corporate bonds — 165,190 — 165,190 Asset-backed securities — 46,466 — 46,466 Marketable equity investments 44,216 — — 44,216 Total marketable investments $ 205,681 $ 256,460 $ — $ 462,141 Liabilities: Private Warrants — — 31,230 31,230 Total warrant liabilities $ — $ — $ 31,230 $ 31,230 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 |
Schedule of Changes in Liabilities Measured at Fair Value | The following table presents changes in Public and Private Warrant liabilities, which as of December 31, 2020, were classified in the fair value hierarchy as Level 1 and Level 2, respectively, (in thousands): Public Private Balance as of December 31, 2020 $ 228,933 $ 114,467 Change in fair value prior to exercise in March 2021 35,943 15,296 Change in fair value prior to redemption in March 2021 (3,511) — Exercise or redemption in March 2021 (261,365) (76,931) Private Warrants transferred to Level 3 in March 2021 — (52,832) Balance as of December 31, 2021 $ — $ — Level 3 Disclosures The following table presents changes in Level 3 liabilities relating to Private Warrants measured at fair value as of December 31, 2021 (in thousands): Private Balance as of December 31, 2020 $ — Private warrants transferred from Level 2 52,832 Measurement adjustments (21,602) Balance as of December 31, 2021 $ 31,230 The following table presents changes in Level 3 liabilities measured at fair value for the year ended December 31, 2020 (in thousands): 2017 2018 2020 Total Legacy Balance as of December 31, 2019 $ 1,035 $ 87 $ — $ 1,122 Additions — — 1,728 1,728 Exercise or conversion (13,714) (1,700) (14,698) (30,112) Measurement adjustments 12,679 1,613 12,970 27,262 Balance as of December 31, 2020 $ — $ — $ — $ — |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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, 2021, 2020, and 2019 as follows: (in thousands, except for share and per share amounts): December 31, 2021 2020 2019 Numerator: Net loss $ (237,986) $ (362,298) $ (94,718) Deemed dividend attributable to BCF accretion — (6,757) (5,282) Net loss attributable to common shareholders $ (237,986) $ (369,055) $ (100,000) Denominator: Weighted average Common shares outstanding- Basic 346,300,975 145,096,996 118,835,912 Weighted average Common shares outstanding- Diluted 346,300,975 145,096,996 118,835,912 Net loss per shares attributable to Common shareholders- Basic and Diluted $ (0.69) $ (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, 2021 2020 2019 Warrants 7,166,301 24,089,255 971,626 Stock options 11,507,643 16,188,071 4,988,077 Restricted stock awards and restricted stock units 12,649,330 1,815,891 6,273,719 Liability classified RSUs 2,401,648 — — Vendor stock-in-lieu of cash program 1,659,510 — — Series A Convertible Preferred Stock — — 94,818,151 Founders Preferred Stock — — 26,206,837 Convertible Senior Notes 31,279,716 — — Earn-out shares 8,606,717 25,818,744 — Total 75,270,865 67,911,961 133,258,410 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Schedule of Vendor Stock-in-lieu of Cash Program | The Company’s vendor Stock-in-lieu of Cash Program activity for the year ended December 31, 2021 was as follows: Shares Weighted Average Outstanding as of December 31, 2020 — $ — Granted 1,791,940 15.88 Vested (291,940) 16.72 Outstanding as of December 31, 2021 1,500,000 15.72 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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 | The Company’s stock option activity for the year ended December 31, 2021 was as follows: Number of Weighted- Weighted- Aggregate Outstanding as of December 31, 2020 16,188,071 $ 1.67 Exercised (3,522,299) 1.68 Cancelled/Forfeited (1,158,129) 1.67 Outstanding as of December 31, 2021 11,507,643 1.72 7.86 $ 176,893 Vested and exercisable as of December 31, 2021 4,720,601 1.71 7.50 $ 71,742 Vested and expected to vest as of December 31, 2021 11,507,643 1.72 7.86 $ 176,893 |
Schedule of Restricted Stock Activity | activity for the year ended December 31, 2021 was as follows: Shares Weighted Average Outstanding as of December 31, 2020 1,815,891 1.15 Forfeited (101,716) 1.12 Vested (1,047,877) 0.97 Outstanding as of December 31, 2021 666,298 1.21 The Company’s RSUs activity for the year ended December 31, 2021 was as follows: Shares Weighted Average Outstanding as of December 31, 2020 — — Granted 14,130,298 19.52 Forfeited (430,168) 20.35 Vested (1,717,098) 19.08 Outstanding as of December 31, 2021 11,983,032 19.56 |
Schedule of Stock-based Compensation Expense by Function | Stock-based compensation expense by type of award was as follows (in thousands): Year Ended December 31, 2021 2020 2019 Equity Classified Awards: Stock options $ 5,137 $ 3,179 $ 240 RSAs 1,682 5,532 2,462 RSUs 60,191 — — Liability Classified Awards: Fixed value equity awards 3,826 — — OptoGration awards 6,114 — — Patent awards 734 — — Total $ 77,684 $ 8,711 $ 2,702 Stock-based compensation expense by function was as follows (in thousands): Year Ended December 31, 2021 2020 2019 Cost of sales $ 6,422 $ 309 $ 92 Research and development 20,216 2,098 914 Sales and marketing 4,546 414 163 General and administrative 46,500 5,890 1,533 Total $ 77,684 $ 8,711 $ 2,702 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Schedule of Components of Lease Expenses, Supplemental Cash Flow Information, Weighted Average Remaining Terms, and Weighted Average Discount Rates | The components of operating lease expenses for the year ended December 31, 2021 were as follows (in thousands): Year Ended December 31, 2021 Operating lease cost $ 4,654 Variable lease cost 1,703 Total operating lease cost $ 6,357 Supplemental cash flow information for the year ended December 31, 2021 related to operating leases was as follows (in thousands): Amount Cash paid for amounts included in the measurement of lease liabilities: Cash paid for operating leases included in operating activities $ (4,609) Right of use assets obtained in exchange for lease obligations: Operating leases 2,876 Weighted average remaining terms were as follows (in years): December 31, 2021 Weighted average remaining lease term Operating leases 2.95 Weighted average discount rates were as follows: December 31, 2021 Weighted average discount rate Operating leases 2.80 % |
Schedule of Supplemental Balance Sheet Information | Supplemental balance sheet information related to operating leases was as follows (in thousands): December 31, 2021 Operating leases: Operating lease right-of-use assets $ 9,145 Operating lease liabilities: Operating lease liabilities, current $ 4,735 Operating lease liabilities, non-current 5,768 Total operating lease liabilities $ 10,503 |
Schedule of Maturities of Lease Liabilities | Maturities of lease liabilities were as follows (in thousands): Operating Leases Year Ending December 31, 2022 $ 5,049 2023 3,535 2024 1,253 2025 1,195 2026 602 Total lease payments 11,634 Less: imputed interest (1,131) Total leases liabilities $ 10,503 |
Schedule of Maturities of Lease Liabilities | Maturities of lease liabilities were as follows (in thousands): Operating Leases Year Ending December 31, 2022 $ 5,049 2023 3,535 2024 1,253 2025 1,195 2026 602 Total lease payments 11,634 Less: imputed interest (1,131) Total leases liabilities $ 10,503 |
Schedule of Future Minimum Lease Payments Under All Noncancelable Capital and Operating Leases | As of December 31, 2020, future minimum lease payments under noncancelable operating leases with an initial lease term in excess of one year were as follows (in thousands): Operating Leases 2021 $ 5,834 2022 6,172 2023 4,544 2024 746 Total minimum lease payments $ 17,296 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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, 2021 2020 2019 United States $ (239,855) $ (362,338) $ (94,718) International 607 40 — Loss before income taxes $ (239,248) $ (362,298) $ (94,718) |
Schedule of Provision for Benefit From Income Taxes | Benefit from income taxes for the periods presented consisted of (in thousands): Year Ended December 31, 2021 2020 2019 Deferred: U.S. federal (1,262) — — U.S. state — — — Foreign — — — Total deferred: (1,262) — — Total benefit from income taxes $ (1,262) $ — $ — |
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, 2021 2020 2019 U.S. federal provision at statutory rate 21.0 % 21.0 % 21.0 % State income taxes 4.4 0.7 2.9 Tax credits 1.5 0.6 1.9 Fair value of financial instruments (2.3) (15.6) (6.8) Stock-based compensation expense 2.0 (0.4) (0.6) Executive compensation (1.1) 0.0 0.0 Other permanent items (0.3) 0.0 0.0 Uncertain tax benefits (0.8) (0.3) (0.9) Change in valuation allowance (24.0) (6.0) (17.5) Effective tax rate 0.4 % 0.0 % 0.0 % |
Schedule of Deferred Tax Assets and Liabilities | The Company’s deferred income tax assets and liabilities as of December 31, 2021 and 2020 were as follows (in thousands): Year Ended December 31, 2021 2020 Deferred tax assets: Net operating loss carry forward $ 120,544 $ 62,346 Tax credits 6,296 3,975 Accruals and reserves — 3,323 Stock-based compensation expense 6,944 267 Lease liability (ASC 842) 2,622 — Accrued expenses — — Inventory reserves 617 — Other 15 2 Total deferred tax assets 137,038 69,913 Valuation allowance (130,569) (69,222) Total deferred tax asset 6,469 691 Deferred tax liabilities: Depreciation and amortization 1,185 691 Prepaid expenses 2,983 — ROU asset (ASC 842) 2,301 — Total deferred tax liabilities 6,469 691 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, 2021 2020 2019 Unrecognized tax benefits as of the beginning of the year $ 3,975 $ 2,397 $ 1,473 Increases related to prior year tax positions 535 327 — Increase related to current year tax positions 1,786 1,251 924 Unrecognized tax benefits as of the end of the year $ 6,296 $ 3,975 $ 2,397 |
Segment and Customer Concentr_2
Segment and Customer Concentration Information (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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, 2021 Autonomy Component Total Eliminations (1) Total Revenue: Revenues from external customers $ 28,497 $ 3,447 $ 31,944 $ — $ 31,944 Revenues from internal customer 8,098 5,929 14,027 (14,027) — Total Revenue $ 36,595 $ 9,376 $ 45,971 $ (14,027) $ 31,944 Depreciation and amortization $ 3,723 $ 439 $ 4,162 $ — $ 4,162 Operating gain (loss) (214,133) (324) (214,457) (95) (214,552) Other significant items: Segment assets 882,704 9,771 892,475 (8,939) 883,536 Inventories, net 10,179 163 10,342 — 10,342 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, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Cash held in foreign entities | $ 0 | $ 0 |
Customer One | Accounts Receivable | Customer Concentration Risk | ||
Concentration Risk [Line Items] | ||
Percentage of accounts receivable (as percent) | 39.00% | |
Customer Two | Accounts Receivable | Customer Concentration Risk | ||
Concentration Risk [Line Items] | ||
Percentage of accounts receivable (as percent) | 31.00% | |
Largest Customer | Accounts Receivable | Customer Concentration Risk | ||
Concentration Risk [Line Items] | ||
Percentage of accounts receivable (as percent) | 86.00% |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies - Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2021 | |
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 |
Tooling | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life (in years) | 1 year |
Tooling | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life (in years) | 3 years |
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 fleet and demonstration units | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life (in years) | 2 years |
Demonstration fleet and demonstration units | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life (in years) | 5 years |
Vehicles | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life (in years) | 5 years |
Furniture and fixtures | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life (in years) | 7 years |
Basis of Presentation and Sum_6
Basis of Presentation and Summary of Significant Accounting Policies - Intangible Assets and Goodwill (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Impairment of intangible assets | $ 0 | $ 0 |
Impairment of goodwill | $ 0 | $ 0 |
Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful life | 1 year | |
Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful life | 10 years |
Basis of Presentation and Sum_7
Basis of Presentation and Summary of Significant Accounting Policies - Impairment of Long-Lived Assets (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Impairment of long-lived assets | $ 0 | $ 0 |
Basis of Presentation and Sum_8
Basis of Presentation and Summary of Significant Accounting Policies - Public and Private Warrants (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 16, 2021 | Feb. 05, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2021 |
Class of Warrant or Right [Line Items] | ||||||
Proceeds from exercise of warrants | $ 153,927 | $ 0 | $ 0 | |||
Percentage of Class A shareholders | 50.00% | |||||
Private and Public Warrants | ||||||
Class of Warrant or Right [Line Items] | ||||||
Proceeds from exercise of warrants | $ 153,900 | |||||
Public Warrants | ||||||
Class of Warrant or Right [Line Items] | ||||||
Warrants outstanding (in shares) | 0 | 13,333,309 | ||||
Warrants exercised (in shares) | 13,128,671 | |||||
Remaining warrants redeemed (in shares) | 204,638 | |||||
Redemption price per warrant (in dollars per share) | $ 0.01 | |||||
Private Warrants | ||||||
Class of Warrant or Right [Line Items] | ||||||
Stock price of warrants (in dollars per share) | $ 11.50 | |||||
Warrants outstanding (in shares) | 3,077,021 | 6,666,666 | ||||
Warrants exercised (in shares) | 3,589,645 | |||||
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 |
Business Combinations - Narrati
Business Combinations - Narrative (Details) $ / shares in Units, $ in Thousands | Aug. 11, 2021triggeringEvent$ / sharesshares | Aug. 03, 2021USD ($) | Dec. 02, 2020USD ($)triggeringEvent$ / sharesshares | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)shares | Dec. 03, 2020$ / sharesshares | Dec. 31, 2018shares |
Business Acquisition [Line Items] | ||||||||
Stock consideration | $ | $ 6,527 | $ 0 | $ 0 | |||||
Common stock, shares issued (in shares) | 323,936,240 | |||||||
Common stock, shares outstanding (in shares) | 323,936,240 | |||||||
Estimated fair value of the potential earn-out shares | $ | $ 587,700 | |||||||
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 | |||||||
OptoGration, Inc. | ||||||||
Business Acquisition [Line Items] | ||||||||
Stock consideration | $ | $ 6,300 | |||||||
Contingent stock consideration | $ | $ 22,000 | |||||||
Gores Metropoulos | ||||||||
Business Acquisition [Line Items] | ||||||||
Aggregate number of Class A and Class B Common Stock shares entitled to stockholders (in shares) | 25,819,887 | |||||||
Number of triggering events | triggeringEvent | 6 | |||||||
Earn-out shares issued (in shares) | 17,213,170 | |||||||
Number of triggering events met | triggeringEvent | 4 | |||||||
Number of triggering events | triggeringEvent | 6 | |||||||
Exchange ratio (in dollars per share) | $ / shares | $ 13.63094 | |||||||
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) | 266,076,525 | 218,818,037 | 218,818,037 | |||||
Common stock, shares outstanding (in shares) | 250,812,764 | 218,818,037 | 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) | 266,076,525 | 218,818,037 | 139,635,890 | 134,337,450 | ||||
Shares issued to acquiree shareholders (in shares) | 370,034 | 49,981,349 | ||||||
Class A Common Stock | Gores Metropoulos | ||||||||
Business Acquisition [Line Items] | ||||||||
Earn-out shares issued (in shares) | 10,242,703 | |||||||
Earn-out shares remaining (in shares) | 5,121,484 | |||||||
Class A Common Stock | Gores Metropoulos | Period of Time, One | ||||||||
Business Acquisition [Line Items] | ||||||||
Share price (in dollars per share) | $ / shares | $ 13 | |||||||
Class A Common Stock | Gores Metropoulos | Period of Time, Two | ||||||||
Business Acquisition [Line Items] | ||||||||
Share price (in dollars per share) | $ / shares | 16 | |||||||
Class A Common Stock | Gores Metropoulos | Period of Time, Three | ||||||||
Business Acquisition [Line Items] | ||||||||
Share price (in dollars per share) | $ / shares | 19 | |||||||
Class A Common Stock | Gores Metropoulos | Period of Time, Four | ||||||||
Business Acquisition [Line Items] | ||||||||
Share price (in dollars per share) | $ / shares | 22 | |||||||
Class A Common Stock | Gores Metropoulos | Period of Time, Five | ||||||||
Business Acquisition [Line Items] | ||||||||
Share price (in dollars per share) | $ / shares | 25 | |||||||
Class A Common Stock | Gores Metropoulos | Period of Time, Six | ||||||||
Business Acquisition [Line Items] | ||||||||
Share price (in dollars per share) | $ / shares | $ 28 | |||||||
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) | 97,088,670 | 105,118,203 | 105,118,203 | |||||
Common stock, shares outstanding (in shares) | 97,088,670 | 105,118,203 | 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) | 97,088,670 | 105,118,203 | 0 | 0 | ||||
Class B Common Stock | Gores Metropoulos | ||||||||
Business Acquisition [Line Items] | ||||||||
Earn-out shares issued (in shares) | 6,970,467 | |||||||
Earn-out shares remaining (in shares) | 3,485,233 |
Business Combinations - Schedul
Business Combinations - Schedule of Recognized Identified Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Aug. 03, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | |||
Goodwill | $ 3,110 | $ 701 | |
OptoGration, Inc. | |||
Business Acquisition [Line Items] | |||
Cash and cash equivalents | $ 358 | ||
Accounts receivable | 810 | ||
Other current assets | 482 | ||
Property and equipment | 1,248 | ||
Other non-current assets | 384 | ||
Total intangible assets | 2,650 | ||
Goodwill | 2,409 | ||
Total assets acquired | 8,341 | ||
Current Liabilities | (488) | ||
Non-current liabilities | (1,511) | ||
Total liabilities assumed | (1,999) | ||
Net assets acquired | $ 6,342 |
Business Combinations - Compone
Business Combinations - Components of Intangible Assets and Estimated Useful Lives (Details) - USD ($) $ in Thousands | Aug. 03, 2021 | Dec. 31, 2021 |
Maximum | ||
Business Acquisition [Line Items] | ||
Weighted Average Remaining Period (Years, less than for Tradename) | 10 years | |
OptoGration, Inc. | ||
Business Acquisition [Line Items] | ||
Weighted Average Remaining Period (Years, less than for Tradename) | 9 years 7 months 6 days | |
Total intangible assets | $ 2,650 | |
OptoGration, Inc. | Customer relationships | ||
Business Acquisition [Line Items] | ||
Weighted Average Remaining Period (Years, less than for Tradename) | 10 years | 9 years 7 months 6 days |
OptoGration, Inc. | Tradename | ||
Business Acquisition [Line Items] | ||
Weighted Average Remaining Period (Years, less than for Tradename) | 1 year | |
OptoGration, Inc. | Developed technology | ||
Business Acquisition [Line Items] | ||
Weighted Average Remaining Period (Years, less than for Tradename) | 10 years | 9 years 7 months 6 days |
Revenue - Schedule of Disaggreg
Revenue - Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | |||
Total revenue | $ 31,944 | $ 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% | 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% | 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% | 100.00% |
Autonomy Solutions | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | $ 28,497 | $ 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) | 89.00% | 82.00% | 77.00% |
Components | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | $ 3,447 | $ 2,564 | $ 2,936 |
Components | Revenue from contract with customer benchmark | Segment Concentration Risk | |||
Disaggregation of Revenue [Line Items] | |||
Percentage of revenue (as percent) | 11.00% | 18.00% | 23.00% |
Recognized at a point in time | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | $ 8,892 | $ 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) | 28.00% | 19.00% | 77.00% |
Recognized over time | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | $ 23,052 | $ 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) | 72.00% | 81.00% | 23.00% |
North America | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | $ 23,043 | $ 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) | 72.00% | 29.00% | 83.00% |
Asia Pacific | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | $ 2,502 | $ 906 | $ 469 |
Asia Pacific | Revenue from contract with customer benchmark | Geographic Concentration Risk | |||
Disaggregation of Revenue [Line Items] | |||
Percentage of revenue (as percent) | 8.00% | 6.00% | 4.00% |
Europe and Middle East | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | $ 6,399 | $ 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) | 20.00% | 65.00% | 13.00% |
Revenue - Narrative (Details)
Revenue - Narrative (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 02, 2020shares | Mar. 31, 2020USD ($)tranche$ / sharesshares | |
Class of Warrant or Right [Line Items] | |||||
Fair value of warrants outstanding | $ 31,230 | $ 343,400 | |||
Change in fair value of warrant liabilities | (26,126) | (268,266) | $ (256) | ||
Contract assets | 9,907 | 0 | $ 0 | ||
Contract liabilities | 898 | $ 2,284 | |||
VCTF warrant | |||||
Class of Warrant or Right [Line Items] | |||||
Number of tranches | tranche | 2 | ||||
Fair value of warrants outstanding | $ 2,900 | ||||
Change in fair value of warrant liabilities | $ 1,000 | ||||
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, 2021 | Dec. 31, 2020 | |
Contract With Customer Asset [Roll Forward] | ||
Beginning balance | $ 0 | $ 0 |
Revenue recognized for performance obligations that have been satisfied but for which amounts have not been billed | 9,907 | 0 |
Ending balance | 9,907 | 0 |
Contract with Customer, Liability [Roll Forward] | ||
Beginning balance | 2,284 | 225 |
Revenue recognized that was included in the contract liabilities beginning balance | (1,792) | (225) |
Increase due to cash received and not recognized as revenue and billings in excess of revenue recognized during the period | 406 | 2,284 |
Ending balance | $ 898 | $ 2,284 |
Investments - Amortized Cost (D
Investments - Amortized Cost (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Securities, Available-for-sale [Line Items] | ||
Cost | $ 419,783 | $ 409,996 |
Gross Unrealized Gains | 14 | 47 |
Gross Unrealized Losses | (922) | (12) |
Fair Value | 418,875 | 410,031 |
Included in cash and cash equivalents | ||
Debt Securities, Available-for-sale [Line Items] | ||
Cost | 950 | 133,319 |
Gross Unrealized Gains | 0 | 4 |
Gross Unrealized Losses | 0 | (2) |
Fair Value | 950 | 133,321 |
Included in marketable securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Cost | 418,833 | 276,677 |
Gross Unrealized Gains | 14 | 43 |
Gross Unrealized Losses | (922) | (10) |
Fair Value | 417,925 | 276,710 |
U.S. treasury securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Cost | 161,938 | 155,339 |
Gross Unrealized Gains | 1 | 14 |
Gross Unrealized Losses | (474) | (6) |
Fair Value | 161,465 | 155,347 |
U.S. agency and government sponsored securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Cost | 4,995 | 19,996 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | (25) | 0 |
Fair Value | 4,970 | 19,996 |
Commercial paper | ||
Debt Securities, Available-for-sale [Line Items] | ||
Cost | 40,788 | 182,218 |
Gross Unrealized Gains | 0 | 6 |
Gross Unrealized Losses | (4) | (4) |
Fair Value | 40,784 | 182,220 |
Corporate bonds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Cost | 165,522 | 45,431 |
Gross Unrealized Gains | 13 | 21 |
Gross Unrealized Losses | (345) | (2) |
Fair Value | 165,190 | 45,450 |
Asset-backed securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Cost | 46,540 | 7,012 |
Gross Unrealized Gains | 0 | 6 |
Gross Unrealized Losses | (74) | 0 |
Fair Value | $ 46,466 | $ 7,018 |
Investments - Continuous Loss P
Investments - Continuous Loss Position (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Securities, Available-for-sale [Line Items] | ||
Gross Unrealized Losses | $ (922) | $ (12) |
Fair Value | 372,482 | 128,502 |
U.S. treasury securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Gross Unrealized Losses | (474) | (6) |
Fair Value | 146,454 | 65,298 |
U.S. agency securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Gross Unrealized Losses | (25) | 0 |
Fair Value | 4,970 | 0 |
Commercial paper | ||
Debt Securities, Available-for-sale [Line Items] | ||
Gross Unrealized Losses | (4) | (4) |
Fair Value | 30,285 | 47,629 |
Corporate bonds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Gross Unrealized Losses | (345) | (2) |
Fair Value | 145,522 | 15,575 |
Asset-backed securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Gross Unrealized Losses | (74) | 0 |
Fair Value | $ 45,251 | $ 0 |
Investments - Schedule of Equit
Investments - Schedule of Equity Investments (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Securities, Available-for-sale [Line Items] | ||
Marketable equity investments | $ 79,872 | $ 64,971 |
Money market funds | Cash and cash equivalents | ||
Debt Securities, Available-for-sale [Line Items] | ||
Marketable equity investments | 25,654 | 64,971 |
Marketable equity investments | Marketable securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Marketable equity investments | 44,216 | 0 |
Non-Marketable Equity Investment | Other non-current assets | ||
Debt Securities, Available-for-sale [Line Items] | ||
Non-marketable equity investment measured using the measurement alternative | $ 10,002 | $ 0 |
Investments - Narrative (Detail
Investments - Narrative (Details) - Robotic Research OpCo, LLC $ in Millions | 1 Months Ended | 12 Months Ended |
Dec. 31, 2021USD ($)shares | Dec. 31, 2021shares | |
Debt Securities, Available-for-sale [Line Items] | ||
Investment in Robotic Research, percentage of capitalization (percent, less than) | 5.00% | 5.00% |
Class A Preferred Units | ||
Debt Securities, Available-for-sale [Line Items] | ||
Sale of stock (in shares) | 1,495 | |
Class A Common Stock | ||
Debt Securities, Available-for-sale [Line Items] | ||
Stock consideration | $ | $ 10 | |
Common stock, shares issued (in shares) | 618,924 |
Investments - Total Realized an
Investments - Total Realized and Unrealized Gains and Losses with Equity Investments (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Investments, Debt and Equity Securities [Abstract] | |||
Net realized gains (losses) recognized on equity investments sold | $ 513 | $ 0 | $ 0 |
Net unrealized gains (losses) recognized on equity investments held | (156) | 0 | 0 |
Total net gains (losses) recognized in other income (expense), net | $ 357 | $ 0 | $ 0 |
Financial Statement Component_2
Financial Statement Components - Cash and Cash Equivalents (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Cash | $ 303,373 | $ 10,652 |
Money market funds | 25,654 | 64,971 |
U.S. treasury securities | 0 | 24,999 |
Commercial paper | 950 | 108,322 |
Total cash and cash equivalents | $ 329,977 | $ 208,944 |
Financial Statement Component_3
Financial Statement Components - Inventory (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Raw materials | $ 5,866 | $ 625 | |
Work-in-process | 1,171 | 52 | |
Finished goods | 3,305 | 2,936 | |
Total inventory | 10,342 | 3,613 | $ 4,002 |
Inventory write-downs | $ 2,918 | $ 4,407 | $ 1,378 |
Financial Statement Component_4
Financial Statement Components - Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Prepaid expenses | $ 14,651 | $ 1,073 |
Contract assets | 9,907 | 0 |
Advance payments to vendors | 1,810 | 961 |
Prepaid rent and other | 0 | 503 |
Other receivables | 2,827 | 2,260 |
Total prepaid expenses and other current assets | $ 29,195 | $ 4,797 |
Financial Statement Component_5
Financial Statement Components - Property and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | $ 17,787 | $ 13,540 | |
Accumulated depreciation and amortization | (6,778) | (5,851) | |
Total property and equipment, net | 11,009 | 7,689 | |
Depreciation and amortization | 3,900 | 2,500 | $ 2,300 |
Machinery and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 7,694 | 5,940 | |
Computer hardware and software | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 2,854 | 2,450 | |
Demonstration fleet and demonstration units | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 811 | 1,821 | |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 869 | 791 | |
Vehicles | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 1,610 | 835 | |
Furniture and fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 272 | 293 | |
Construction in progress | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | $ 3,677 | $ 1,410 |
Financial Statement Component_6
Financial Statement Components - Schedule of Intangible Assets (Details) - OptoGration, Inc. - USD ($) $ in Thousands | Aug. 03, 2021 | Dec. 31, 2021 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 2,650 | |
Accumulated Amortization | (226) | |
Net Carrying Amount | 2,424 | $ 2,424 |
Weighted Average Remaining Period (Years) | 9 years 7 months 6 days | |
Amortization of Intangible Assets | $ 200 | |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 780 | |
Accumulated Amortization | (33) | |
Net Carrying Amount | $ 747 | |
Weighted Average Remaining Period (Years) | 10 years | 9 years 7 months 6 days |
Tradename | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 120 | |
Accumulated Amortization | (120) | |
Net Carrying Amount | $ 0 | |
Weighted Average Remaining Period (Years) | 1 year | |
Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 1,750 | |
Accumulated Amortization | (73) | |
Net Carrying Amount | $ 1,677 | |
Weighted Average Remaining Period (Years) | 10 years | 9 years 7 months 6 days |
Financial Statement Component_7
Financial Statement Components - Future Amortization Expense (Details) - OptoGration, Inc. - USD ($) $ in Thousands | Dec. 31, 2021 | Aug. 03, 2021 |
Finite-Lived Intangible Assets [Line Items] | ||
2022 | $ 253 | |
2023 | 253 | |
2024 | 253 | |
2025 | 253 | |
2026 | 253 | |
Thereafter | 1,159 | |
Net Carrying Amount | $ 2,424 | $ 2,424 |
Financial Statement Component_8
Financial Statement Components - Goodwill (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Goodwill [Line Items] | ||
Goodwill | $ 3,110 | $ 701 |
Autonomy Solutions | ||
Goodwill [Line Items] | ||
Goodwill | 687 | 687 |
Components | ||
Goodwill [Line Items] | ||
Goodwill | $ 2,423 | $ 14 |
Financial Statement Component_9
Financial Statement Components - Other Noncurrent Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Security deposits | $ 1,187 | $ 1,106 |
Non-marketable equity investment | 10,002 | 0 |
Other non-current assets | 1,266 | 45 |
Total other non-current assets | $ 12,455 | $ 1,151 |
Financial Statement Componen_10
Financial Statement Components - Accrued and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accrued compensation and benefits | $ 9,899 | $ 3,071 |
Accrued expenses | 6,727 | 3,998 |
Warranty reserves | 1,798 | 259 |
Contract liabilities | 898 | 2,284 |
Accrued interest payable | 316 | 0 |
Contract losses | 115 | 558 |
Finance lease liabilities (capital lease liabilities prior to adoption of ASC 842), current | 91 | 282 |
Total accrued and other current liabilities | $ 19,844 | $ 10,452 |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Total accrued and other current liabilities | Total accrued and other current liabilities |
Financial Statement Componen_11
Financial Statement Components - Other Non-Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Deferred rent | $ 0 | $ 826 |
Finance lease liabilities (capital lease liabilities prior to adoption of ASC 842), non-current | 0 | 492 |
Other non-current liabilities | 598 | 0 |
Total other non-current liabilities | $ 598 | $ 1,318 |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Total other non-current liabilities | Total other non-current liabilities |
Simple Agreements for Future _2
Simple Agreements for Future Equity (SAFE) (Details) - USD ($) $ in Thousands | Dec. 02, 2020 | Jun. 24, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | |||||
Charge for the increase in fair value | $ 24,200 | ||||
Amount settled in cash | $ 0 | $ 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 | 15,000,000 | 1,466,155 | 3,612,062 |
Debt - Additional Information (
Debt - Additional Information (Details) | Apr. 22, 2020USD ($) | Dec. 31, 2021USD ($)$ / shares | Dec. 31, 2021USD ($)$ / shares | Dec. 31, 2021USD ($)tradingDay$ / shares | Dec. 31, 2021USD ($)consecutiveTradingDay$ / shares | Dec. 31, 2021USD ($)consecutiveBusinessDay$ / shares | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / shares | Dec. 31, 2019USD ($) | Dec. 03, 2020$ / shares |
Debt Instrument [Line Items] | ||||||||||
Proceeds from issuance of convertible senior notes | $ 609,375,000 | $ 0 | $ 0 | |||||||
Capped Calls, initial strike price (in dollars per share) | $ / shares | $ 19.98 | $ 19.98 | $ 19.98 | $ 19.98 | $ 19.98 | $ 19.98 | ||||
Capped Calls, initial cap price (in dollars per share) | $ / shares | 30.16 | 30.16 | 30.16 | 30.16 | 30.16 | $ 30.16 | ||||
Loss on extinguishment of debt | $ 0 | $ (3,996,000) | (6,124,000) | |||||||
Class A Common Stock | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Senior Notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Accrued interest repaid | $ 2,500,000 | 1,500,000 | ||||||||
Loss on extinguishment of debt | $ 4,000,000 | 0 | ||||||||
Convertible Senior Notes Due 2026 | Convertible Debt | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Principal | $ 625,000,000 | $ 625,000,000 | $ 625,000,000 | $ 625,000,000 | $ 625,000,000 | $ 625,000,000 | ||||
Interest rate (as a percent) | 1.25% | 1.25% | 1.25% | 1.25% | 1.25% | 1.25% | ||||
Proceeds from the issuance of debt | $ 75,000,000 | |||||||||
Proceeds from issuance of convertible senior notes | $ 609,400,000 | |||||||||
Convertible, shares issuable (in shares) | shares | 50.0475 | |||||||||
Conversion price (in dollars per share) | $ / shares | $ 19.98 | $ 19.98 | $ 19.98 | $ 19.98 | $ 19.98 | $ 19.98 | ||||
Net cost | $ 16,200,000 | $ 16,200,000 | $ 16,200,000 | $ 16,200,000 | $ 16,200,000 | $ 16,200,000 | ||||
Note term | 5 years | |||||||||
Accrued interest repaid | $ 500,000 | |||||||||
Payments To Purchase Capped Calls | $ 73,400,000 | |||||||||
Convertible Senior Notes Due 2026 | Convertible Debt | Debt Instrument, Redemption, Period One | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Threshold trading days | tradingDay | 20 | |||||||||
Threshold consecutive trading days | consecutiveTradingDay | 30 | |||||||||
Redemption price percentage | 100.00% | |||||||||
Convertible Senior Notes Due 2026 | Convertible Debt | Debt Instrument, Redemption, Period Two | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Threshold percentage of stock price trigger | 130.00% | |||||||||
Threshold trading days | tradingDay | 20 | |||||||||
Threshold consecutive trading days | consecutiveTradingDay | 30 | |||||||||
Convertible Senior Notes Due 2026 | Convertible Debt | Debt Instrument, Redemption, Period Three | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Threshold trading days | 10 | 5 | ||||||||
Percent of conversion price triggering conversion feature | 98.00% | |||||||||
Convertible Senior Notes Due 2026 | Convertible Debt | Class A Common Stock | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Convertible Senior Notes Due 2026 | Convertible Debt | Class A Common Stock | Debt Instrument, Redemption, Period One | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Threshold percentage of stock price trigger | 130.00% | |||||||||
CARES Act, PPP Loan | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Loan proceeds | $ 7,800,000 | |||||||||
Bridge Note | Convertible Promissory Note | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Loss on extinguishment of debt | $ 6,000,000 |
Debt - Schedule of Net Carrying
Debt - Schedule of Net Carrying Amount (Details) - Convertible Senior Notes Due 2026 - Convertible Debt | Dec. 31, 2021USD ($) |
Debt Instrument [Line Items] | |
Principal | $ 625,000,000 |
Unamortized debt discount and issuance costs | (16,043,000) |
Net carrying amount | $ 608,957,000 |
Debt - Schedule of Interest Exp
Debt - Schedule of Interest Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Debt Instrument [Line Items] | |||
Total interest expense | $ 2,028 | $ 2,885 | $ 2,239 |
Convertible Senior Notes Due 2026 | Convertible Debt | |||
Debt Instrument [Line Items] | |||
Contractual interest expense | 316 | ||
Amortization of debt discount and issuance costs | 135 | ||
Total interest expense | $ 451 |
2017, 2018 and 2020 Warrants -
2017, 2018 and 2020 Warrants - Narrative (Details) - USD ($) $ in Thousands | Dec. 02, 2020 | Jun. 24, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
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 | $ (26,126) | $ (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 | 15,000,000 | 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 | $ 300 | |||
Warrants outstanding (in shares) | 0 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) | 12 Months Ended | |||
Dec. 31, 2021USD ($) | Mar. 16, 2021shares | Dec. 31, 2020USD ($) | Dec. 02, 2020shares | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Measurement adjustments | $ (21,602,000) | |||
Fair value of warrants outstanding | $ 31,230,000 | $ 343,400,000 | ||
Private Warrants | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Warrants exercised (in shares) | shares | 3,589,645 | |||
Total Legacy 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 | Expected Term | Private Warrants | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Warrants outstanding, measurement input | 3.92 | |||
Level 3 | Expected Term | Total Legacy Warrants | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Warrants outstanding, measurement input | 18 | |||
Level 3 | Price Volatility | Private Warrants | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Warrants outstanding, measurement input | 0.672 | |||
Level 3 | Risk Free Interest Rate | Private Warrants | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Warrants outstanding, measurement input | 0.0110 | |||
Level 2 | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Convertible senior notes, fair value | $ 669,400,000 |
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, 2021 | Dec. 31, 2020 |
Assets: | ||
Marketable investments | $ 418,875 | $ 410,031 |
Liabilities: | ||
Warrant liabilities | 31,230 | 343,400 |
U.S. treasury securities | ||
Assets: | ||
Marketable investments | 161,465 | 155,347 |
U.S. agency and government sponsored securities | ||
Assets: | ||
Marketable investments | 4,970 | 19,996 |
Corporate bonds | ||
Assets: | ||
Marketable investments | 165,190 | 45,450 |
Asset-backed securities | ||
Assets: | ||
Marketable investments | 46,466 | 7,018 |
Fair Value, Recurring | ||
Assets: | ||
Total cash equivalents | 26,604 | 198,292 |
Marketable equity investments | 44,216 | |
Total marketable investments | 462,141 | 276,710 |
Liabilities: | ||
Warrant liabilities | 31,230 | 343,400 |
Fair Value, Recurring | Public Warrants | ||
Liabilities: | ||
Warrant liabilities | 228,933 | |
Fair Value, Recurring | Private Warrants | ||
Liabilities: | ||
Warrant liabilities | 31,230 | 114,467 |
Fair Value, Recurring | U.S. treasury securities | ||
Assets: | ||
Total cash equivalents | 24,999 | |
Marketable investments | 161,465 | 130,348 |
Fair Value, Recurring | U.S. agency and government sponsored securities | ||
Assets: | ||
Marketable investments | 4,970 | 19,996 |
Fair Value, Recurring | Commercial paper | ||
Assets: | ||
Marketable investments | 39,834 | 73,898 |
Fair Value, Recurring | Corporate bonds | ||
Assets: | ||
Marketable investments | 165,190 | 45,450 |
Fair Value, Recurring | Asset-backed securities | ||
Assets: | ||
Marketable investments | 46,466 | 7,018 |
Fair Value, Recurring | Money market funds | ||
Assets: | ||
Total cash equivalents | 25,654 | 64,971 |
Fair Value, Recurring | Commercial paper | ||
Assets: | ||
Total cash equivalents | 950 | 108,322 |
Level 1 | Fair Value, Recurring | ||
Assets: | ||
Total cash equivalents | 25,654 | 89,970 |
Marketable equity investments | 44,216 | |
Total marketable investments | 205,681 | 130,348 |
Liabilities: | ||
Warrant liabilities | 0 | 228,933 |
Level 1 | Fair Value, Recurring | Public Warrants | ||
Liabilities: | ||
Warrant liabilities | 228,933 | |
Level 1 | Fair Value, Recurring | Private Warrants | ||
Liabilities: | ||
Warrant liabilities | 0 | 0 |
Level 1 | Fair Value, Recurring | U.S. treasury securities | ||
Assets: | ||
Total cash equivalents | 24,999 | |
Marketable investments | 161,465 | 130,348 |
Level 1 | Fair Value, Recurring | U.S. agency and government sponsored securities | ||
Assets: | ||
Marketable investments | 0 | 0 |
Level 1 | Fair Value, Recurring | Commercial paper | ||
Assets: | ||
Marketable investments | 0 | 0 |
Level 1 | Fair Value, Recurring | Corporate bonds | ||
Assets: | ||
Marketable investments | 0 | 0 |
Level 1 | Fair Value, Recurring | Asset-backed securities | ||
Assets: | ||
Marketable investments | 0 | 0 |
Level 1 | Fair Value, Recurring | Money market funds | ||
Assets: | ||
Total cash equivalents | 25,654 | 64,971 |
Level 1 | Fair Value, Recurring | Commercial paper | ||
Assets: | ||
Total cash equivalents | 0 | 0 |
Level 2 | Fair Value, Recurring | ||
Assets: | ||
Total cash equivalents | 950 | 108,322 |
Marketable equity investments | 0 | |
Total marketable investments | 256,460 | 146,362 |
Liabilities: | ||
Warrant liabilities | 0 | 114,467 |
Level 2 | Fair Value, Recurring | Public Warrants | ||
Liabilities: | ||
Warrant liabilities | 0 | |
Level 2 | Fair Value, Recurring | Private Warrants | ||
Liabilities: | ||
Warrant liabilities | 0 | 114,467 |
Level 2 | Fair Value, Recurring | U.S. treasury securities | ||
Assets: | ||
Total cash equivalents | 0 | |
Marketable investments | 0 | 0 |
Level 2 | Fair Value, Recurring | U.S. agency and government sponsored securities | ||
Assets: | ||
Marketable investments | 4,970 | 19,996 |
Level 2 | Fair Value, Recurring | Commercial paper | ||
Assets: | ||
Marketable investments | 39,834 | 73,898 |
Level 2 | Fair Value, Recurring | Corporate bonds | ||
Assets: | ||
Marketable investments | 165,190 | 45,450 |
Level 2 | Fair Value, Recurring | Asset-backed securities | ||
Assets: | ||
Marketable investments | 46,466 | 7,018 |
Level 2 | Fair Value, Recurring | Money market funds | ||
Assets: | ||
Total cash equivalents | 0 | 0 |
Level 2 | Fair Value, Recurring | Commercial paper | ||
Assets: | ||
Total cash equivalents | 950 | 108,322 |
Level 3 | Fair Value, Recurring | ||
Assets: | ||
Total cash equivalents | 0 | 0 |
Marketable equity investments | 0 | |
Total marketable investments | 0 | 0 |
Liabilities: | ||
Warrant liabilities | 31,230 | 0 |
Level 3 | Fair Value, Recurring | Public Warrants | ||
Liabilities: | ||
Warrant liabilities | 0 | |
Level 3 | Fair Value, Recurring | Private Warrants | ||
Liabilities: | ||
Warrant liabilities | 31,230 | 0 |
Level 3 | Fair Value, Recurring | U.S. treasury securities | ||
Assets: | ||
Total cash equivalents | 0 | |
Marketable investments | 0 | 0 |
Level 3 | Fair Value, Recurring | U.S. agency and government sponsored securities | ||
Assets: | ||
Marketable investments | 0 | 0 |
Level 3 | Fair Value, Recurring | Commercial paper | ||
Assets: | ||
Marketable investments | 0 | 0 |
Level 3 | Fair Value, Recurring | Corporate bonds | ||
Assets: | ||
Marketable investments | 0 | 0 |
Level 3 | Fair Value, Recurring | Asset-backed securities | ||
Assets: | ||
Marketable investments | 0 | 0 |
Level 3 | Fair Value, Recurring | Money market funds | ||
Assets: | ||
Total cash equivalents | 0 | 0 |
Level 3 | Fair Value, Recurring | Commercial paper | ||
Assets: | ||
Total cash equivalents | $ 0 | $ 0 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Changes in Liabilities Measured at Fair Value (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at beginning of period | $ 0 | |
Private warrants transferred | 52,832 | |
Measurement adjustments | (21,602) | |
Balance at end of period | 31,230 | $ 0 |
Warrants | Public Warrants | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at beginning of period | 228,933 | |
Change in fair value prior to exercise in March 2021 | 35,943 | |
Change in fair value prior to redemption in March 2021 | (3,511) | |
Exercise or redemption or conversion | (261,365) | |
Private warrants transferred | 0 | |
Balance at end of period | 0 | 228,933 |
Warrants | Private Warrants | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at beginning of period | 114,467 | |
Change in fair value prior to exercise in March 2021 | 15,296 | |
Change in fair value prior to redemption in March 2021 | 0 | |
Exercise or redemption or conversion | (76,931) | |
Private warrants transferred | 52,832 | |
Balance at end of period | 0 | 114,467 |
Warrants | 2017 Warrants | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at beginning of period | 0 | 1,035 |
Exercise or redemption or conversion | (13,714) | |
Additions | 0 | |
Measurement adjustments | 12,679 | |
Balance at end of period | 0 | |
Warrants | 2018 Warrants | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at beginning of period | 0 | 87 |
Exercise or redemption or conversion | (1,700) | |
Additions | 0 | |
Measurement adjustments | 1,613 | |
Balance at end of period | 0 | |
Warrants | 2020 Warrants | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at beginning of period | 0 | 0 |
Exercise or redemption or conversion | (14,698) | |
Additions | 1,728 | |
Measurement adjustments | 12,970 | |
Balance at end of period | 0 | |
Warrants | Total Legacy Warrants | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at beginning of period | $ 0 | 1,122 |
Exercise or redemption or conversion | (30,112) | |
Additions | 1,728 | |
Measurement adjustments | 27,262 | |
Balance at end of period | $ 0 |
Convertible Preferred Stock - N
Convertible Preferred Stock - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 02, 2020 | Oct. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Oct. 22, 2020 | Jun. 24, 2019 |
Temporary Equity [Line Items] | |||||||
Beneficial conversion feature | $ 12,000 | ||||||
Series A Convertible Preferred Stock | |||||||
Temporary Equity [Line Items] | |||||||
Shares authorized (in shares) | 102,740,023 | ||||||
Par value (in dollars per share) | $ 0.00001 | ||||||
Preferred stock issued (in shares) | 21,614,220 | ||||||
Gross proceeds from stock issuance | $ 67,073 | ||||||
Merger recapitalization (in shares) | 94,818,151 | ||||||
Series X Convertible Preferred Stock | |||||||
Temporary Equity [Line Items] | |||||||
Shares authorized (in shares) | 20,077,073 | ||||||
Par value (in dollars per share) | $ 0.00001 | ||||||
Preferred stock issued (in shares) | 1,391,694 | 17,065,536 | 18,457,230 | ||||
Purchase price (in dollars per share) | $ 9.96 | ||||||
Gross proceeds from stock issuance | $ 13,860 | $ 170,000 | $ 178,074 | ||||
Merger recapitalization (in shares) | 18,457,230 | ||||||
Series A And Series X Convertible Preferred Stock | |||||||
Temporary Equity [Line Items] | |||||||
Merger recapitalization (in shares) | 113,275,381 |
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, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Numerator: | |||
Net loss | $ (237,986) | $ (362,298) | $ (94,718) |
Deemed dividend attributable to BCF accretion | 0 | (6,757) | (5,282) |
Net loss attributable to common shareholders | $ (237,986) | $ (369,055) | $ (100,000) |
Denominator: | |||
Weighted average Common shares outstanding- Basic (in shares) | 346,300,975 | 145,096,996 | 118,835,912 |
Weighted average Common shares outstanding- Diluted (in shares) | 346,300,975 | 145,096,996 | 118,835,912 |
Net loss per shares attributable to common shareholders- Basic (in dollars per share) | $ (0.69) | $ (2.54) | $ (0.84) |
Net loss per shares attributable to common shareholders- Diluted (in dollars per share) | $ (0.69) | $ (2.54) | $ (0.84) |
Earnings (Loss) Per Share - Ant
Earnings (Loss) Per Share - Antidilutive Securities (Details) - shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total (in shares) | 75,270,865 | 67,911,961 | 133,258,410 |
Warrants | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total (in shares) | 7,166,301 | 24,089,255 | 971,626 |
Stock options | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total (in shares) | 11,507,643 | 16,188,071 | 4,988,077 |
Restricted stock awards and restricted stock units | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total (in shares) | 12,649,330 | 1,815,891 | 6,273,719 |
Liability classified RSUs | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total (in shares) | 2,401,648 | 0 | 0 |
Vendor stock-in-lieu of cash program | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total (in shares) | 1,659,510 | 0 | 0 |
Series A Convertible Preferred Stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total (in shares) | 0 | 0 | 94,818,151 |
Founders Preferred Stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total (in shares) | 0 | 0 | 26,206,837 |
Convertible Senior Notes | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total (in shares) | 31,279,716 | 0 | 0 |
Earn-out shares | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total (in shares) | 8,606,717 | 25,818,744 | 0 |
Earnings (Loss) Per Share - Nar
Earnings (Loss) Per Share - Narrative (Details) | Dec. 31, 2021$ / shares |
Convertible Senior Notes | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Conversion price (in dollars per share) | $ 19.981 |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Details) | Dec. 21, 2021shares | Jul. 01, 2021shares | Mar. 16, 2021USD ($)$ / sharesshares | Dec. 02, 2020USD ($)voteshares | Dec. 31, 2021USD ($)vote$ / sharesshares | Dec. 31, 2021USD ($)vote$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)shares | Mar. 31, 2021shares | Dec. 03, 2020$ / sharesshares | 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 | $ | $ 77,684,000 | $ 8,711,000 | $ 2,702,000 | |||||||||
Treasury stock, shares outstanding (in shares) | 15,263,761 | 15,263,761 | 0 | |||||||||
Preferred stock, shares outstanding (in shares) | 0 | 0 | ||||||||||
Proceeds from exercise of warrants | $ | $ 153,927,000 | $ 0 | 0 | |||||||||
Change in fair value of warrant liabilities | $ | $ (26,126,000) | (268,266,000) | (256,000) | |||||||||
Vendor payments in shares in lieu of cash (in shares) | 291,940 | |||||||||||
Vendor stock-in-lieu of cash program | $ | $ 1,000,000 | $ 1,000,000 | ||||||||||
Research and development | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Compensation expense | $ | 20,216,000 | $ 2,098,000 | $ 914,000 | |||||||||
Daimler North America Corporation | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Prepaid expenses and other current assets | $ | $ 5,200,000 | 5,200,000 | ||||||||||
Daimler North America Corporation | Research and development | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Compensation expense | $ | $ 700,000 | |||||||||||
Private and Public Warrants | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Proceeds from exercise of warrants | $ | $ 153,900,000 | |||||||||||
Public Warrants | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Warrants outstanding (in shares) | 0 | 0 | 13,333,309 | |||||||||
Warrants exercised (in shares) | 13,128,671 | |||||||||||
Remaining warrants redeemed (in shares) | 204,638 | |||||||||||
Redemption price per warrant (in dollars per share) | $ / shares | $ 0.01 | |||||||||||
Private Warrants | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Warrants outstanding (in shares) | 3,077,021 | 3,077,021 | 6,666,666 | |||||||||
Warrants exercised (in shares) | 3,589,645 | |||||||||||
Stock price of warrants (in dollars per share) | $ / shares | $ 11.50 | $ 11.50 | ||||||||||
Other Current Liabilities | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Purchase transaction | $ | $ 4,300,000 | |||||||||||
Founders Preferred Stock | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Preferred stock, shares issued (in shares) | 26,206,837 | |||||||||||
Conversion ratio | 1 | |||||||||||
Preferred stock, shares outstanding (in shares) | 0 | 0 | 0 | 26,206,837 | 26,206,837 | |||||||
Chief Executive Officer | Gores Metropoulos | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Compensation expense | $ | $ 3,000,000 | |||||||||||
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 | 715,000,000 | 715,000,000 | |||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||
Common stock, shares issued (in shares) | 266,076,525 | 266,076,525 | 218,818,037 | 218,818,037 | ||||||||
Common stock, shares outstanding (in shares) | 250,812,764 | 250,812,764 | 218,818,037 | 218,818,037 | ||||||||
Common stock, votes per share | vote | 1 | 1 | ||||||||||
Shares converted (in shares) | 10,500,000 | |||||||||||
Shares repurchased (in shares) | $ | $ 312,500,000 | $ 312,500,000 | ||||||||||
Treasury stock, shares outstanding (in shares) | 15,263,761 | 15,263,761 | ||||||||||
Purchase transaction | $ | $ 235,900,000 | |||||||||||
Class A Common Stock | Daimler North America Corporation | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Shares issued for services (in shares) | 1,500,000 | |||||||||||
Award vesting period (in years) | 2 years | |||||||||||
Class A Common Stock | Common Stock | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Common stock, shares outstanding (in shares) | 266,076,525 | 266,076,525 | 218,818,037 | 139,635,890 | 134,337,450 | |||||||
Shares issued for services (in shares) | 291,940 | |||||||||||
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 | 121,000,000 | 121,000,000 | |||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||
Common stock, shares issued (in shares) | 97,088,670 | 97,088,670 | 105,118,203 | 105,118,203 | ||||||||
Common stock, shares outstanding (in shares) | 97,088,670 | 97,088,670 | 105,118,203 | 105,118,203 | ||||||||
Common stock, votes per share | vote | 10 | 10 | ||||||||||
Shares issued upon conversion (in shares) | 4,500,000 | |||||||||||
Class B Common Stock | Common Stock | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Common stock, shares outstanding (in shares) | 97,088,670 | 97,088,670 | 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 |
Stockholders' Equity - Stock-in
Stockholders' Equity - Stock-in-lieu of Cash Program Activity (Details) | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Shares | |
Outstanding at beginning of period (in shares) | shares | 16,188,071 |
Outstanding at end of period (in shares) | shares | 11,507,643 |
Weighted- Average Exercise Price | |
Outstanding as of Beginning Balance | $ / shares | $ 1.67 |
Outstanding as of Ending Balance | $ / shares | $ 1.72 |
Vendor stock-in-lieu of cash program | |
Shares | |
Outstanding at beginning of period (in shares) | shares | 0 |
Granted (in shares) | shares | 1,791,940 |
Vested (in shares) | shares | (291,940) |
Outstanding at end of period (in shares) | shares | 1,500,000 |
Weighted- Average Exercise Price | |
Outstanding as of Beginning Balance | $ / shares | $ 0 |
Granted (in dollars per share) | $ / shares | 15.88 |
Vested (in dollars per share) | $ / shares | 16.72 |
Outstanding as of Ending Balance | $ / shares | $ 15.72 |
Stock-based Compensation - Narr
Stock-based Compensation - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | Aug. 03, 2021 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2021 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Weighted-average grant date fair value (in dollars per share) | $ 0.98 | $ 0.68 | |||||
Fair value of options vested | $ 7,100 | $ 1,400 | $ 200 | ||||
Intrinsic value of stock options exercised | 67,100 | ||||||
Unrecognized stock-based compensation expense | 6,300 | $ 6,300 | |||||
Compensation cost | 77,684 | $ 8,711 | 2,702 | ||||
OptoGration, Inc. | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Compensation cost | $ 6,100 | ||||||
Contingent stock consideration | $ 22,000 | ||||||
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 | ||||||
Restricted stock awards and restricted stock units | Share-based Payment Arrangement, Employee | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Granted (in shares) | 0 | ||||||
Award vesting period (in years) | 4 years | ||||||
Unrecognized compensation expense, period for recognition | 6 months 10 days | ||||||
Fair value of restricted stock vested | $ 1,000 | $ 2,200 | $ 2,500 | ||||
Unrecognized stock-based compensation expense for restricted stock | $ 700 | $ 700 | |||||
Restricted stock awards and restricted stock units | Share-based Payment Arrangement, Nonemployee | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Granted (in shares) | 14,130,298 | ||||||
Unrecognized compensation expense, period for recognition | 1 year 9 months 29 days | ||||||
Fair value of restricted stock vested | $ 32,800 | ||||||
Unrecognized stock-based compensation expense for restricted stock | $ 203,500 | $ 203,500 | |||||
Restricted stock awards and restricted stock units | 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 awards and restricted stock units | 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 options | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Unrecognized compensation expense, period for recognition | 1 year 25 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% | ||||||
Fixed value equity awards | Share-based Payment Arrangement, Employee | 2020 Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award vesting period (in years) | 4 years | ||||||
Compensation cost | $ 3,800 |
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) $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Number of Stock Options | |
Outstanding at beginning of period (in shares) | shares | 16,188,071 |
Exercised (in shares) | shares | (3,522,299) |
Forfeited (in shares) | shares | (1,158,129) |
Outstanding at end of period (in shares) | shares | 11,507,643 |
Vested and exercisable (in shares) | shares | 4,720,601 |
Vested and expected to vest (in shares) | shares | 11,507,643 |
Weighted- Average Exercise Price | |
Outstanding as of Beginning Balance | $ / shares | $ 1.67 |
Exercised (in dollars per share) | $ / shares | 1.68 |
Forfeited (in dollars per share) | $ / shares | 1.67 |
Outstanding as of Ending Balance | $ / shares | 1.72 |
Vested and exercisable (in dollars per share) | $ / shares | 1.71 |
Vested and expected to vest (in dollars per share) | $ / shares | $ 1.72 |
Weighted- Average Remaining Contractual Life (Years) | |
Outstanding balance | 7 years 10 months 9 days |
Vested and exercisable | 7 years 6 months |
Vested and expected to vest | 7 years 10 months 9 days |
Aggregate Intrinsic Value (In Thousands) | |
Outstanding balance | $ | $ 176,893 |
Vested and exercisable | $ | 71,742 |
Vested and expected to vest | $ | $ 176,893 |
Stock-based Compensation - Rest
Stock-based Compensation - Restricted Stock Activity (Details) - Restricted stock awards and restricted stock units - $ / shares | 12 Months Ended | 30 Months Ended |
Dec. 31, 2021 | Dec. 31, 2021 | |
Share-based Payment Arrangement, Employee | ||
Shares | ||
Outstanding at beginning of period (in shares) | 1,815,891 | |
Granted (in shares) | 0 | |
Forfeited (in shares) | (101,716) | |
Vested (in shares) | (1,047,877) | |
Outstanding at end of period (in shares) | 666,298 | 666,298 |
Weighted Average Grant Date Fair Value per Share | ||
Outstanding at beginning of period (in dollars per share) | $ 1.15 | |
Forfeited (in dollars per share) | 1.12 | |
Vested (in dollars per share) | 0.97 | |
Outstanding at end of period (in dollars per share) | $ 1.21 | $ 1.21 |
Share-based Payment Arrangement, Nonemployee | ||
Shares | ||
Outstanding at beginning of period (in shares) | 0 | |
Granted (in shares) | 14,130,298 | |
Forfeited (in shares) | (430,168) | |
Vested (in shares) | (1,717,098) | |
Outstanding at end of period (in shares) | 11,983,032 | 11,983,032 |
Weighted Average Grant Date Fair Value per Share | ||
Outstanding at beginning of period (in dollars per share) | $ 0 | |
Granted (in dollars per share) | 19.52 | |
Forfeited (in dollars per share) | 20.35 | |
Vested (in dollars per share) | 19.08 | |
Outstanding at end of period (in dollars per share) | $ 19.56 | $ 19.56 |
Stock-based Compensation - Comp
Stock-based Compensation - Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Compensation expense | $ 77,684 | $ 8,711 | $ 2,702 |
Cost of sales | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Compensation expense | 6,422 | 309 | 92 |
Research and development | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Compensation expense | 20,216 | 2,098 | 914 |
Sales and marketing | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Compensation expense | 4,546 | 414 | 163 |
General and administrative | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Compensation expense | 46,500 | 5,890 | 1,533 |
Fixed value equity awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Compensation expense | 3,826 | 0 | 0 |
OptoGration awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Compensation expense | 6,114 | 0 | 0 |
Patent awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Compensation expense | 734 | 0 | 0 |
Stock options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Compensation expense | 5,137 | 3,179 | 240 |
RSAs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Compensation expense | 1,682 | 5,532 | 2,462 |
RSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Compensation expense | $ 60,191 | $ 0 | $ 0 |
Leases - Narrative (Details)
Leases - Narrative (Details) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021USD ($)renewalOption | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Jan. 01, 2021USD ($) | |
Lessee, Lease, Description [Line Items] | ||||
Term of lease (in moths) | 65 months | |||
Operating lease right-of-use assets | $ 9,145 | $ 0 | ||
Operating lease liabilities | $ 10,503 | |||
Rent expense under ASC 840 | $ 7,600 | $ 6,000 | ||
Minimum | ||||
Lessee, Lease, Description [Line Items] | ||||
Number of renewal options | renewalOption | 1 | |||
Renewal lease term (in years) | 1 year | |||
Maximum | ||||
Lessee, Lease, Description [Line Items] | ||||
Renewal lease term (in years) | 6 years | |||
Accounting Standards Update 2016-02 | ||||
Lessee, Lease, Description [Line Items] | ||||
Operating lease right-of-use assets | $ 10,800 | |||
Operating lease liabilities | 12,000 | |||
Reversal of deferred rent | $ 1,200 |
Leases - Components of Lease Ex
Leases - Components of Lease Expenses (Details) $ in Thousands | 3 Months Ended |
Dec. 31, 2021USD ($) | |
Leases [Abstract] | |
Operating lease cost | $ 4,654 |
Variable lease cost | 1,703 |
Total operating lease cost | $ 6,357 |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash paid for amounts included in the measurement of lease liabilities: | |||
Cash paid for operating leases included in operating activities | $ (4,609) | ||
Right of use assets obtained in exchange for lease obligations: | |||
Operating leases | $ 2,876 | $ 0 | $ 0 |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheet Information, Weighted Average Remaining Terms, and Weighted Average Discount Rates (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Operating leases: | ||
Operating lease right-of-use assets | $ 9,145 | $ 0 |
Operating lease liabilities, current | 4,735 | 0 |
Operating lease liabilities, non-current | 5,768 | $ 0 |
Total operating lease liabilities | $ 10,503 | |
Weighted average remaining lease term | ||
Operating leases (in years) | 2 years 11 months 12 days | |
Weighted average discount rate | ||
Operating leases (as a percent) | 2.80% |
Leases - Maturities of Lease Li
Leases - Maturities of Lease Liabilities (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | |
2022 | $ 5,049 |
2023 | 3,535 |
2024 | 1,253 |
2025 | 1,195 |
2026 | 602 |
Total lease payments | 11,634 |
Less: imputed interest | (1,131) |
Total leases liabilities | $ 10,503 |
Leases - Future Minimum Lease P
Leases - Future Minimum Lease Payments Under All Noncancelable Capital and Operating Leases Under ASC 840 (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | |
2021 | $ 5,834 |
2022 | 6,172 |
2023 | 4,544 |
2024 | 746 |
Total minimum lease payments | $ 17,296 |
Income Taxes - Components of Lo
Income Taxes - Components of Loss Before Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
United States | $ (239,855) | $ (362,338) | $ (94,718) |
International | 607 | 40 | 0 |
Loss before income taxes | $ (239,248) | $ (362,298) | $ (94,718) |
Income Taxes - Provision for (b
Income Taxes - Provision for (benefit from) income taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current: | |||
U.S. federal | $ (1,262) | $ 0 | $ 0 |
U.S. state | 0 | 0 | 0 |
Foreign | 0 | 0 | 0 |
Deferred taxes | (1,262) | 0 | 0 |
Benefit from income taxes | $ (1,262) | $ 0 | $ 0 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Statutory tax rate | 21.00% | 21.00% | 21.00% |
Valuation allowance | $ 130,569,000 | $ 69,222,000 | |
Operating Loss Carryforwards [Line Items] | |||
Interest and penalties accrued | 0 | 0 | |
Unrecognized tax benefits that would impact effective tax rate, if recognized | 0 | ||
United States | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carryforwards | 469,600,000 | ||
Net operating loss carryforwards, not subject to expiration | 426,900,000 | ||
Net operating loss carryforwards, subject to expiration | 42,700,000 | ||
United States | Research Tax Credit Carryforward | |||
Operating Loss Carryforwards [Line Items] | |||
Research and development tax credit carryforwards | 10,500,000 | $ 8,000,000 | |
U.S. State | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carryforwards | $ 420,600,000 |
Income Taxes - Effective Income
Income Taxes - Effective Income Tax Rate (Details) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
U.S. federal provision at statutory rate | 21.00% | 21.00% | 21.00% |
State income taxes | 4.40% | 0.70% | 2.90% |
Tax credits | 1.50% | 0.60% | 1.90% |
Fair value of financial instruments | (2.30%) | (15.60%) | (6.80%) |
Stock-based compensation expense | 2.00% | (0.40%) | (0.60%) |
Executive compensation | (1.10%) | 0.00% | 0.00% |
Other permanent items | (0.30%) | 0.00% | 0.00% |
Uncertain tax benefits | (0.80%) | (0.30%) | (0.90%) |
Change in valuation allowance | (24.00%) | (6.00%) | (17.50%) |
Effective tax rate | 0.40% | 0.00% | (0.00%) |
Income Taxes - Deferred Income
Income Taxes - Deferred Income Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Net operating loss carry forward | $ 120,544 | $ 62,346 |
Tax credits | 6,296 | 3,975 |
Accruals and reserves | 0 | 3,323 |
Stock-based compensation expense | 6,944 | 267 |
Lease liability (ASC 842) | 2,622 | 0 |
Accrued expenses | 0 | 0 |
Inventory reserves | 617 | 0 |
Other | 15 | 2 |
Total deferred tax assets | 137,038 | 69,913 |
Valuation allowance | (130,569) | (69,222) |
Total deferred tax asset | 6,469 | 691 |
Depreciation and amortization | 1,185 | 691 |
Deferred Tax Liabilities, Prepaid Expenses | 2,983 | 0 |
Deferred Tax Liabilities, Leasing Arrangements | 2,301 | 0 |
Deferred tax liabilities: | ||
Total deferred tax liabilities | 6,469 | 691 |
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, 2021 | 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 | $ 3,975 | $ 2,397 | $ 1,473 |
Increases related to prior year tax positions | 535 | 327 | 0 |
Increase related to current year tax positions | 1,786 | 1,251 | 924 |
Unrecognized tax benefits as of the end of the year | $ 6,296 | $ 3,975 | $ 2,397 |
Commitment and Contingencies -
Commitment and Contingencies - Narrative (Details) - USD ($) $ in Millions | Aug. 14, 2020 | Jul. 13, 2020 | Oct. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | May 02, 2018 |
Commitments and Contingencies Disclosure [Abstract] | |||||||
Purchase obligations | $ 24.6 | ||||||
Other Commitments [Line Items] | |||||||
Accrued rent | $ 5 | ||||||
Variable lease costs | $ 1.4 | ||||||
Purchase commitment | $ 2.6 | ||||||
Settlement amount | $ 1.5 | ||||||
Remaining balance of settlement liability | $ 1 | ||||||
Amount paid for a release from the obligation with the supplier | $ 1.1 | ||||||
P3 USA, Inc. | |||||||
Other Commitments [Line Items] | |||||||
Purchase commitment | $ 30 | ||||||
P3 USA, Inc. | Class A Common Stock | |||||||
Other Commitments [Line Items] | |||||||
Shares issued for services (in shares) | 291,940 |
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, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue: | |||
Total revenue | $ 31,944 | $ 13,951 | $ 12,602 |
Depreciation and amortization | 4,162 | 2,517 | 2,316 |
Operating gain (loss) | (214,552) | (86,875) | (62,615) |
Other significant items: | |||
Segment assets | 883,536 | 510,351 | 51,864 |
Inventories, net | 10,342 | 3,613 | 4,002 |
Reportable Segments | |||
Revenue: | |||
Total revenue | 45,971 | 18,715 | 15,551 |
Depreciation and amortization | 4,162 | 2,523 | 2,316 |
Operating gain (loss) | (214,457) | (86,977) | (62,615) |
Other significant items: | |||
Segment assets | 892,475 | 514,651 | 54,389 |
Inventories, net | 10,342 | 3,613 | 4,002 |
Eliminations | |||
Revenue: | |||
Total revenue | (14,027) | (4,764) | (2,949) |
Depreciation and amortization | 0 | (6) | 0 |
Operating gain (loss) | (95) | 102 | 0 |
Other significant items: | |||
Segment assets | (8,939) | (4,300) | (2,525) |
Inventories, net | 0 | 0 | 0 |
Autonomy Solutions | |||
Revenue: | |||
Total revenue | 28,497 | 11,387 | 9,666 |
Autonomy Solutions | Reportable Segments | |||
Revenue: | |||
Total revenue | 36,595 | 12,903 | 9,666 |
Depreciation and amortization | 3,723 | 2,395 | 2,135 |
Operating gain (loss) | (214,133) | (86,661) | (62,874) |
Other significant items: | |||
Segment assets | 882,704 | 511,676 | 52,171 |
Inventories, net | 10,179 | 3,604 | 4,002 |
Autonomy Solutions | Eliminations | |||
Revenue: | |||
Total revenue | (8,098) | (1,516) | 0 |
Component Sales | |||
Revenue: | |||
Total revenue | 3,447 | 2,564 | 2,936 |
Component Sales | Reportable Segments | |||
Revenue: | |||
Total revenue | 9,376 | 5,812 | 5,885 |
Depreciation and amortization | 439 | 128 | 181 |
Operating gain (loss) | (324) | (316) | 259 |
Other significant items: | |||
Segment assets | 9,771 | 2,975 | 2,218 |
Inventories, net | 163 | 9 | 0 |
Component Sales | Eliminations | |||
Revenue: | |||
Total revenue | $ (5,929) | $ (3,248) | $ (2,949) |
Segment and Customer Concentr_4
Segment and Customer Concentration Information - Narrative (Details) - Revenue from contract with customer benchmark - Customer Concentration Risk | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Customer One | |||
Concentration Risk [Line Items] | |||
Percentage of revenue (as percent) | 42.00% | 64.00% | |
Customer Three | |||
Concentration Risk [Line Items] | |||
Percentage of revenue (as percent) | 17.00% | ||
Largest Customer | |||
Concentration Risk [Line Items] | |||
Percentage of revenue (as percent) | 43.00% |
Related Party Disclosures (Deta
Related Party Disclosures (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Aug. 31, 2021 | Feb. 28, 2021 | |
Mr. Heng | |||
Related Party Transaction [Line Items] | |||
Investment | $ 12.1 | $ 15 | |
Portion of investment sold | 2.9 | ||
Investment, fair value | $ 12.2 | ||
Mr. Simoncini | |||
Related Party Transaction [Line Items] | |||
Investment | $ 1.4 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - Class A Common Stock - USD ($) $ in Millions | 1 Months Ended | 2 Months Ended | |
Dec. 31, 2021 | Feb. 21, 2022 | Jan. 31, 2022 | |
Subsequent Event [Line Items] | |||
Purchase transaction | $ 235.9 | ||
Subsequent Event | |||
Subsequent Event [Line Items] | |||
Shares repurchased (in shares) | 1,008,779 | ||
Purchase transaction | $ 17.8 | ||
Milestone payment | $ 26.9 |