Cover
Cover - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2022 | Feb. 17, 2023 | Jun. 30, 2022 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
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 | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 1.5 | ||
Documents Incorporated by Reference | DOCUMENTS INCORPORATED BY REFERENCEPart III incorporates by reference certain information from the registrant’s definitive proxy statement (the “Proxy Statement”) relating to its 2023 Annual Meeting of Stockholders. The Proxy Statement will be filed with the U.S. Securities and Exchange Commission within 120 days after the end of the fiscal year to which this report relates. | ||
Entity Central Index Key | 0001758057 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Class A Common Stock | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 272,176,538 | ||
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, 2022 | |
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, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 69,552 | $ 329,977 |
Restricted cash | 1,553 | 725 |
Marketable securities (including $0 and $12,200 with a related party as of December 31, 2022 and 2021, see Note 17) | 419,314 | 462,141 |
Accounts receivable | 11,172 | 13,013 |
Inventory | 8,792 | 10,342 |
Prepaid expenses and other current assets | 44,203 | 29,195 |
Total current assets | 554,586 | 845,393 |
Property and equipment, net | 30,260 | 11,009 |
Operating lease right-of-use assets | 21,244 | 9,145 |
Intangible assets, net | 22,077 | 2,424 |
Goodwill | 18,816 | 3,110 |
Other non-current assets | 40,344 | 12,455 |
Total assets | 687,327 | 883,536 |
Current liabilities: | ||
Accounts payable | 18,626 | 14,419 |
Accrued and other current liabilities | 52,962 | 19,844 |
Operating lease liabilities | 5,953 | 4,735 |
Total current liabilities | 77,541 | 38,998 |
Warrant liabilities | 3,005 | 31,230 |
Convertible senior notes | 612,192 | 608,957 |
Operating lease liabilities, non-current | 16,989 | 5,768 |
Other non-current liabilities | 4,005 | 598 |
Total liabilities | 713,732 | 685,551 |
Commitments and contingencies (see Note 15) | ||
Stockholders’ equity (deficit): | ||
Additional paid-in capital | 1,558,685 | 1,257,214 |
Accumulated other comprehensive loss | (4,226) | (908) |
Treasury stock, at cost, 21,863,450 and 15,263,761 shares as of December 31, 2022 and 2021, respectively | (312,477) | (235,871) |
Accumulated deficit | (1,268,426) | (822,487) |
Total stockholders’ equity (deficit) | (26,405) | 197,985 |
Total liabilities and stockholders’ equity (deficit) | 687,327 | 883,536 |
Preferred Stock | ||
Stockholders’ equity (deficit): | ||
Preferred stock | 0 | 0 |
Class A Common Stock | ||
Stockholders’ equity (deficit): | ||
Common stock | 29 | 27 |
Class B Common Stock | ||
Stockholders’ equity (deficit): | ||
Common stock | $ 10 | $ 10 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Stockholders’ equity (deficit): | ||
Marketable securities, related party | $ 419,314 | $ 462,141 |
Preferred stock, shares outstanding (in shares) | 0 | |
Treasury stock, at cost (in shares) | 21,863,450 | 15,263,761 |
Related Party | ||
Stockholders’ equity (deficit): | ||
Marketable securities, related party | $ 0 | $ 12,200 |
Preferred Stock | ||
Stockholders’ equity (deficit): | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 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 (deficit): | ||
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) | 291,942,087 | 266,076,525 |
Common stock, shares outstanding (in shares) | 270,078,637 | 250,812,764 |
Treasury stock, at cost (in shares) | 15,263,761 | |
Class B Common Stock | ||
Stockholders’ equity (deficit): | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 121,000,000 | 121,000,000 |
Common stock, shares issued (in shares) | 97,088,670 | 97,088,670 |
Common stock, shares outstanding (in shares) | 97,088,670 | 97,088,670 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Total revenue | $ 40,698 | $ 31,944 | $ 13,951 |
Total cost of sales | 100,983 | 46,092 | 24,952 |
Gross loss | (60,285) | (14,148) | (11,001) |
Operating expenses: | |||
Research and development | 185,283 | 88,861 | 38,651 |
Sales and marketing | 38,672 | 17,858 | 7,948 |
General and administrative | 158,162 | 93,685 | 29,275 |
Total operating expenses | 382,117 | 200,404 | 75,874 |
Loss from operations | (442,402) | (214,552) | (86,875) |
Change in fair value of warrant liabilities | 9,222 | (26,126) | (268,266) |
Impairment of investments and certain other assets | (6,016) | 0 | 0 |
Loss on extinguishment of debt | 0 | 0 | (3,996) |
Interest expense and other | (11,095) | (2,028) | (2,885) |
Interest income and other | 5,024 | 3,458 | (276) |
Total other income (expense), net | (2,865) | (24,696) | (275,423) |
Loss before provision for (benefit from) income taxes | (445,267) | (239,248) | (362,298) |
Provision for (benefit from) income taxes | 672 | (1,262) | 0 |
Net loss | (445,939) | (237,986) | (362,298) |
Net loss attributable to common stockholders | $ (445,939) | $ (237,986) | $ (369,055) |
Net loss per share attributable to common stockholders: | |||
Basic (in dollars per share) | $ (1.25) | $ (0.69) | $ (2.54) |
Diluted (in dollars per share) | $ (1.25) | $ (0.69) | $ (2.54) |
Shares used in computing net loss per share attributable to common stockholders: | |||
Basic (in shares) | 356,265,774 | 346,300,975 | 145,096,996 |
Diluted (in shares) | 356,265,774 | 346,300,975 | 145,096,996 |
Comprehensive Loss: | |||
Net loss | $ (445,939) | $ (237,986) | $ (362,298) |
Net unrealized gains (losses) on available-for-sale debt securities | (3,318) | (942) | 35 |
Comprehensive loss | (449,257) | (238,928) | (362,263) |
Products | |||
Total revenue | 18,492 | 10,118 | 4,840 |
Total cost of sales | 61,985 | 23,484 | 15,097 |
Services | |||
Total revenue | 22,206 | 21,826 | 9,111 |
Total cost of sales | $ 38,998 | $ 22,608 | $ 9,855 |
Consolidated Statements of Conv
Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit) - USD ($) $ in Thousands | Total | Optogration, Inc. | ECARX Holdings, Inc. (ECX) | Freedom Photonics | Solfice | Preferred Stock | Additional Paid-in Capital | Additional Paid-in Capital Optogration, Inc. | Additional Paid-in Capital ECARX Holdings, Inc. (ECX) | Additional Paid-in Capital Freedom Photonics | Additional Paid-in Capital Solfice | 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 Stock Common Stock | Class A Common Stock Common Stock Optogration, Inc. | Class A Common Stock Common Stock ECARX Holdings, Inc. (ECX) | Class A Common Stock Common Stock Freedom Photonics | Class A Common Stock Common Stock Solfice | Class B Common Stock | Class B Common Stock Common Stock |
Beginning balance (in shares) at Dec. 31, 2019 | 94,818,151 | 0 | ||||||||||||||||||||||
Beginning balance at Dec. 31, 2019 | $ 244,743 | $ 0 | ||||||||||||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||||||||||||||
Issuance of Series X convertible preferred stock for cash, net of issuance costs (in shares) | 18,457,230 | |||||||||||||||||||||||
Issuance of Series X 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 | ||||||||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2019 | 26,206,837 | |||||||||||||||||||||||
Beginning balance at Dec. 31, 2019 | $ (211,730) | $ 3 | $ 10,457 | $ (1) | $ 0 | $ (222,203) | $ 14 | $ 0 | ||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2019 | 139,635,890 | 0 | ||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||
Retirement of Class A shares (in shares) | (6,629,372) | |||||||||||||||||||||||
Retirement of Class A shares | (1) | $ (1) | ||||||||||||||||||||||
Conversion of certain shares into Class B common stock (in shares) | (22,935,413) | (82,182,790) | 105,118,203 | |||||||||||||||||||||
Conversion of certain shares into Class B common stock | 3,000 | $ (3) | 3,000 | $ (8) | $ 11 | |||||||||||||||||||
Merger recapitalization—Class A (in shares) | (3,271,424) | 116,546,805 | ||||||||||||||||||||||
Merger recapitalization—Class A | 422,814 | 422,802 | $ 12 | |||||||||||||||||||||
Public and Private Warrants | (102,396) | (102,396) | ||||||||||||||||||||||
Conversion of SAFE into Series A common stock and Issuance of Class A common stock upon exercise of warrants (in shares) | 1,466,155 | |||||||||||||||||||||||
Conversion of SAFE into Series A common stock and Issuance of Class A common stock upon exercise of warrants | 30,112 | 30,112 | ||||||||||||||||||||||
Acquisition (in shares) | 49,981,349 | |||||||||||||||||||||||
Acquisitions | 363,460 | 363,455 | $ 5 | |||||||||||||||||||||
Share-based compensation | 5,745 | 5,745 | ||||||||||||||||||||||
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 | 0 | (584,501) | $ 22 | $ 11 | ||||||||||||||||
Ending balance (in shares) at Dec. 31, 2020 | 218,818,037 | 105,118,203 | ||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||
Retirement of Class A shares (in shares) | (71,894) | |||||||||||||||||||||||
Retirement of Class A shares | 0 | |||||||||||||||||||||||
Expense related to Volvo Warrants | 959 | |||||||||||||||||||||||
Purchases of capped call options related to the convertible senior notes | (73,438) | (73,438) | ||||||||||||||||||||||
Shares repurchased | (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 payments under the stock-in-lieu of cash program (in shares) | 291,940 | |||||||||||||||||||||||
Vendor payments under the 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) | ||||||||||||||||||||
Acquisition (in shares) | 370,034 | |||||||||||||||||||||||
Acquisitions | $ 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 | ||||||||||||||||||||||
Payments of employee taxes related to vested restricted stock units | (140) | (140) | ||||||||||||||||||||||
Cash received from Gores on settlement of recapitalization of escrow | 10 | 10 | ||||||||||||||||||||||
Other comprehensive (loss) income | (942) | (942) | ||||||||||||||||||||||
Net loss | (237,986) | (237,986) | ||||||||||||||||||||||
Ending balance (in shares) at Dec. 31, 2021 | 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 | ||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||
Retirement of Class A shares (in shares) | (48,298) | |||||||||||||||||||||||
Shares repurchased | (76,606) | (76,606) | ||||||||||||||||||||||
Issuance of Class A common stock upon exercise of Public and Private Warrants (in shares) | 405,752 | |||||||||||||||||||||||
Issuance of Class A common stock upon exercise of Public and Private Warrants | 19,003 | 19,003 | ||||||||||||||||||||||
Issuance of Class A common stock upon exercise of stock options and vesting of restricted stock units (in Shares) | 9,177,748 | |||||||||||||||||||||||
Issuance of Class A common stock upon exercise of stock options and vesting of restricted stock units | 3,945 | 3,944 | $ 1 | |||||||||||||||||||||
Issuance of Class A common stock under ESPP (in shares) | 168,147 | |||||||||||||||||||||||
Issuance of Class A common stock under ESPP | 1,271 | 1,271 | ||||||||||||||||||||||
Vendor payments under the stock-in-lieu of cash program (in shares) | 9,949,385 | |||||||||||||||||||||||
Vendor payments under the stock-in-lieu of cash program | 80,255 | 80,254 | $ 1 | |||||||||||||||||||||
Investment in ECARX Holdings, Inc. (ECX) (in shares) | 2,030,374 | |||||||||||||||||||||||
Investment in ECARX Holdings, Inc. | $ 12,588 | $ 12,588 | ||||||||||||||||||||||
Optogration milestone awards (in shares) | 1,632,056 | |||||||||||||||||||||||
Optogration milestone awards | 11,751 | 11,751 | ||||||||||||||||||||||
Acquisition (in shares) | 2,176,205 | 374,193 | ||||||||||||||||||||||
Acquisitions | $ 30,510 | $ 3,361 | $ 30,510 | $ 3,361 | ||||||||||||||||||||
Share-based compensation | 142,519 | 142,519 | ||||||||||||||||||||||
Payments of employee taxes related to vested restricted stock units | (3,730) | (3,730) | ||||||||||||||||||||||
Other comprehensive (loss) income | (3,318) | (3,318) | ||||||||||||||||||||||
Net loss | $ (445,939) | (445,939) | ||||||||||||||||||||||
Ending balance (in shares) at Dec. 31, 2022 | 0 | 0 | ||||||||||||||||||||||
Ending balance at Dec. 31, 2022 | $ (26,405) | $ 0 | $ 1,558,685 | $ (4,226) | $ (312,477) | $ (1,268,426) | $ 29 | $ 10 | ||||||||||||||||
Ending balance (in shares) at Dec. 31, 2022 | 270,078,637 | 291,942,087 | 97,088,670 | 97,088,670 |
Consolidated Statements of Co_2
Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit) (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2020 USD ($) | |
Issuance of Series X convertible preferred stock for cash, net of issuance costs | $ 5,790 |
Gores shares recapitalized, net of redemptions and equity issuance costs | 17,226 |
Series X Convertible Preferred Stock | |
Issuance of Series X convertible preferred stock for cash, net of issuance costs | $ 5,790 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | |||
Net loss | $ (445,939) | $ (237,986) | $ (362,298) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 6,566 | 4,162 | 2,517 |
Amortization of operating lease right-of-use assets | 5,237 | 3,705 | 0 |
Amortization of premium on marketable securities | 1,288 | 1,792 | 175 |
Change in fair value of warrants | (9,222) | 26,126 | 268,266 |
Vendor stock-in-lieu of cash program | 41,459 | 10,817 | 0 |
Amortization of debt discount and issuance costs | 3,236 | 0 | 0 |
Inventory write-offs and write-downs | 12,154 | 2,918 | 4,407 |
Loss on sale or disposal of property and equipment | 0 | 752 | 525 |
Loss on extinguishment of debt | 0 | 0 | 3,996 |
Share-based compensation | 162,405 | 77,684 | 8,711 |
Impairment of investments and certain other assets | 6,016 | 0 | 0 |
Expense related to Volvo Warrants | 0 | 959 | 0 |
Warranty related to sensors | 2,481 | 1,538 | 0 |
Deferred taxes | 232 | (1,262) | 0 |
Other | 0 | 305 | 0 |
Changes in operating assets and liabilities: | |||
Accounts receivable | 5,144 | (6,233) | (4,294) |
Inventories | (10,477) | (10,751) | (4,018) |
Prepaid expenses and other current assets | (6,557) | (24,340) | (2,805) |
Other non-current assets | (3,289) | (6) | 165 |
Accounts payable | 5,301 | 3,838 | 2,620 |
Accrued and other current liabilities | 17,768 | 3,578 | 6,693 |
Other non-current liabilities | (2,035) | (6,017) | (302) |
Net cash used in operating activities | (208,232) | (148,421) | (75,642) |
Cash flows from investing activities: | |||
Cash received from acquisition of Optogration, Inc. | 0 | 358 | 0 |
Purchases of marketable securities (including $17,846 and $16,423 with related parties in 2022 and 2021, respectively, see Note 17) | (404,598) | (716,933) | (315,920) |
Proceeds from maturities of marketable securities | 367,367 | 366,857 | 16,755 |
Proceeds from sales/redemptions of marketable securities (including $24,753 and $4,396 with related parties in 2022 and 2021, respectively, see Note 17) | 88,041 | 161,910 | 28,974 |
Proceeds from refundable security deposits | 0 | 0 | 581 |
Purchases of property and equipment | (15,614) | (6,433) | (2,202) |
Disposal of property and equipment | 0 | 53 | 18 |
Advances for capital projects and equipment | (2,450) | 0 | 0 |
Net cash provided by (used in) investing activities | 27,986 | (194,188) | (271,794) |
Cash flows from financing activities: | |||
Proceeds from issuance of convertible senior notes, net of debt discounts of $15,625 | 0 | 609,375 | 0 |
Purchases of capped call options | 0 | (73,438) | 0 |
Cash received from Gores on recapitalization | 0 | 0 | 380,601 |
Transaction costs related to merger with Gores | 0 | 0 | (17,226) |
Issuance cost paid for Series X convertible preferred stock | 0 | 0 | (5,790) |
Proceeds from the issuance of debt | 0 | 0 | 32,101 |
Repayment of debt | 0 | (112) | (41,190) |
Debt prepayment charges | 0 | 0 | (1,918) |
Debt issuance costs | 0 | 0 | (361) |
Principal payments on finance leases (capital leases prior to adoption of ASC 842) | (289) | (222) | |
Principal payments on finance leases (capital leases prior to adoption of ASC 842) | 0 | ||
Proceeds from exercise of warrants | 0 | 153,927 | 0 |
Proceeds from exercise of stock options | 3,986 | 5,859 | 0 |
Proceeds from sale of Class A common stock under ESPP | 1,271 | 0 | 0 |
Payments of employee taxes related to stock-based awards | (3,730) | 0 | 0 |
Repurchases of common stock and redemption of warrants | (80,878) | (231,600) | (10) |
Other financing activities | 0 | (130) | 0 |
Net cash provided by (used in) financing activities | (79,351) | 463,592 | 529,850 |
Net increase (decrease) in cash, cash equivalents and restricted cash | (259,597) | 120,983 | 182,414 |
Beginning cash, cash equivalents and restricted cash | 330,702 | 209,719 | 27,305 |
Ending cash, cash equivalents and restricted cash | 71,105 | 330,702 | 209,719 |
Supplemental disclosures of cash flow information: | |||
Cash paid for interest | 7,769 | 215 | 2,789 |
Supplemental disclosures of noncash investing and financing activities: | |||
Issuance of Class A common stock upon exercise of warrants | 19,003 | 338,293 | 30,112 |
Conversion of Series A, Series X and Founders’ convertible preferred stock into Class A and Class B common stock | 0 | 0 | 422,813 |
Issuance of Class A common stock for investment in Robotic Research OpCo, LLC | 0 | 10,002 | 0 |
Issuance of Class A common stock to acquire Optogration, Inc. | 0 | 6,527 | 0 |
Operating lease right-of-use assets obtained in exchange for lease obligations | 16,749 | 2,876 | 0 |
Assets acquired under finance leases (capital leases prior to adoption of ASC 842) | 0 | 0 | 318 |
Purchases of property and equipment recorded in accounts payable and accrued liabilities | 3,870 | 849 | 319 |
Amounts payable for shares repurchased | 0 | 4,273 | 0 |
Vendor stock-in-lieu of cash program—advances for capital projects and equipment | 28,402 | 0 | 0 |
Investment in ECARX Holdings, Inc. | 12,588 | 0 | 0 |
Accounting Standards Update 2016-02 | |||
Supplemental disclosures of noncash investing and financing activities: | |||
Operating lease right-of-use assets obtained in exchange for lease obligations | 0 | 10,849 | 0 |
Series X Convertible Preferred Stock | |||
Cash flows from financing activities: | |||
Proceeds from issuance of Series X convertible preferred stock | 0 | 0 | 183,865 |
Issuance cost paid for Series X convertible preferred stock | (5,790) | ||
Freedom Photonics | |||
Cash flows from investing activities: | |||
Acquisitions | (2,759) | 0 | 0 |
Solfice | |||
Cash flows from investing activities: | |||
Acquisitions | $ (2,001) | $ 0 | $ 0 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Statement of Cash Flows [Abstract] | ||
Purchases of marketable securities with related parties | $ 17,846 | $ 16,423 |
Proceeds from sales/redemptions of marketable securities with related parties | $ 24,753 | 4,396 |
Proceeds from issuance of convertible senior notes, net of debt discounts | $ 15,625 |
Organization and Description of
Organization and Description of Business | 12 Months Ended |
Dec. 31, 2022 | |
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 Company (at such time named Gores Metropoulos, Inc.) consummated the business combination (the “Business Combination”) pursuant to the Agreement and Plan of Merger, dated August 24, 2020 with the pre-Business Combination Luminar Technologies, Inc. (“Legacy Luminar”). Legacy Luminar was incorporated in Delaware on March 31, 2015. In connection with the consummation of the Business Combination, the Company changed its name from Gores Metropoulos, Inc. to Luminar Technologies, Inc. The Company’s common stock is listed on the NASDAQ under the symbol “LAZR.” 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 the autonomous vehicle industry. The Company is headquartered in Orlando, Florida and has personnel that conducts the Company’s operations from various locations in the United States and internationally including Germany, Sweden, Mexico, China, India and Israel. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
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 write-downs, valuation allowance for deferred tax assets, valuation of warrants, fair valuation of assets acquired in mergers and acquisitions including intangible assets, forecasted costs associated with non-recurring engineering (“NRE”) services, product warranty reserves, stock-based compensation expense and other loss contingencies. Management periodically evaluates such estimates and they are adjusted prospectively based upon such periodic evaluation. Actual results could differ from those estimates. Segment Information The Company has determined its operating segments using the same indicators which are used to evaluate its performance internally. The Company’s business activities are organized in two operating segments: (i) “Autonomy Solutions” which includes manufacturing and distribution of lidar sensors that measure distance using laser light to generate a 3D map, non-recurring engineering services related to the Company’s lidar products, development of software products that enable autonomy capabilities for automotive applications, and licensing of the Company’s intellectual property (“IP”). In June 2022, the Company acquired certain assets from Solfice Research, Inc. (“Solfice” or “Civil Maps”). Operations of Civil Maps have been included in the Autonomy Solutions segment. (ii) “Advanced Technologies and Services (“ATS”)” which includes development of application-specific integrated circuits, pixel-based sensors, advanced lasers, as well as designing, testing and providing consulting services for non-standard integrated circuits. In the second quarter of 2022, the Components segment was renamed as ATS. In August 2021 and in April 2022, the Company acquired Optogration, Inc. (“Optogration”) and Freedom Photonics LLC (“Freedom Photonics”), respectively. Operations of Optogration and Freedom Photonic have been included in the ATS segment. Concentration of Credit Risk The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents, debt securities and accounts receivable. The Company’s d eposits exceed federally insured limits . Cash held by the foreign subsidiaries of the Company as of December 31, 2022 and 2021 was not material. The Company’s revenue is derived from customers located in the United States and international markets. Three customers accounted for 23%, 27% and 11%, respectively, of the Company’s accounts receivable as of December 31, 2022. Two customers accounted for 39% and 31%, respectively, of the Company’s accounts receivable as of December 31, 2021. 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, 2022, the allowance for doubtful accounts was not material. The Company did not record any allowance for doubtful accounts as of December 31, 2021. 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 1 to 7 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 Design and development costs for molds, dies and other tools that will be used in producing the products under a long-term supply arrangement are capitalized as tooling which are included in machinery and equipment. The Company estimates useful lives for these tooling items to range between one Intangible Assets Intangible assets, consisting of acquired developed technology, customer relationships, customer backlog, assembled workforce, IPR&D 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, 2022 or 2021. 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, 2022 or 2021. Convertible Senior Notes 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 said estimates 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. 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 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. 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 no Public Warrants, outstanding as of December 31, 2021. In January 2022 and April 2022, 1,389,529 and 19,223 Private Warrants, respectively, were exercised on a cashless basis and the Company issued 401,365 and 4,387 shares of Class A common stock, respectively, pursuant to the exercises. The Company had 1,668,269 Private Warrants outstanding as of December 31, 2022. These Private Warrants expire on December 2, 2025. 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 The Autonomy Solutions segment derives revenue primarily from (a) product sales of lidar sensors to customers and distributors, (b) NRE services to integrate Luminar lidar hardware for autonomy in vehicle platforms, and (c) licensing of certain IP. The ATS segment derives revenue primarily from (a) product sales of application-specific integrated circuits, pixel-based sensors and advanced lasers, as well as (b) NRE services for designing and testing non-standard integrated circuits. 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. Certain customer arrangements involve NRE services to design and develop custom prototype products to customers. Revenue from NRE service arrangements is recognized over time. For NRE services, 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). 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 revenue. Contract costs related to NRE arrangements are incurred over time, which can be several years, and the estimation of these costs requires management’s judgment. Significant judgment is required when estimating total contract costs and progress to completion on the arrangements, as well as whether a loss is expected to be incurred on the contract. In estimating total contract costs, the Company is also required to estimate the effort expected to be incurred to complete a NRE project. These estimates are subject to significant estimation uncertainty as actual time and effort incurred on completing a NRE project or actual rates of either internal or contracted personnel working on such NRE projects may differ from the Company’s estimates. Changes in circumstances may change the original estimates of revenues, costs, or extent of progress toward completion, revisions to the estimates are made which may result in increases or decreases in estimated revenues or costs, and such revisions are reflected in income in the period in which the circumstances that gave rise to the revision become known to us. We perform ongoing profitability analysis of our contracts accounted for under this method to determine whether the latest estimates of revenues, costs, and profits require updating. If at any time these estimates indicate that the contract will be unprofitable, the entire estimated loss for the remainder of the contract is recorded immediately. The Company enters into term-based licenses that provide customers the right to use certain IP available with the Company. Revenue from these licenses is recognized at the point in time at which the customer is able to use and benefit from the licensed information, which is generally upon delivery of the information to the customer or upon commencement of the renewal term. Amounts billed to customers for shipping and handling are included in revenue. Taxes collected from customers and remitted to governmental authorities are excluded from revenue on the net basis of accounting. 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 up to 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 relate 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 to the extent no future benefit is expected and allocated overhead costs. Substantially all of the Company’s R&D expenses are related to developing new products and services, improving existing products and services, and developing manufacturing processes. R&D expenses are expensed as incurred. Design and development costs for products to be sold under long-term supply arrangements are expensed as incurred. Design and development costs for molds, dies, and other tools involved in new technologies are expensed as incurred. Design and development costs for molds, dies, and other tools that will be used in producing the products under a long-term supply arrangement are capitalized as part of the molds, dies, and other tools. 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 purchase rights under the Company’s 2020 Employee Stock Purchase Plan (“ESPP”) 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 grant-date fair value of stock-based awards with market conditions is calculated using a Monte Carlo simulation model. 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 has 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 generally determined based on the Company’s stock price on or close to the settlement date. Payments owed under this program may be equity or liability classified depending upon fixed or variable number of shares issued for the amount owed to vendors. 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 October 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No. ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”). ASU 2021-08 requires an acquirer to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606. At the acquisition date, it requires an acquirer to account for the related revenue contracts in accordance with Topic 606 as if it had originated the contracts, which should generally result in an acquirer recognizing and measuring the acquired contract assets and contract liabilities consistent with how they were recognized and measured in the acquiree’s financial statements. The Company elected to early adopt ASU 2021-08 as of January 1, 2022. The adoption of ASU 2021-08 did not have a material impact on the Company’s consolidated financial position, operating results or cash flows. |
Business Combinations
Business Combinations | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Combinations | Business Combinations Freedom Photonics Acquisition On April 13, 2022 (the “Acquisition Date”), the Company completed its acquisition of Freedom Photonics, a designer and manufacturer of high-performance lasers and related photonic products. The Freedom Photonics acquisition is expected to help the Company secure intellectual property and the supply of a key enabling component as part of the Company’s vertical integration strategy. Pursuant to the terms of the Merger Agreement between the Company and Freedom Photonics, the Company acquired all of the issued and outstanding units of capital of Freedom Photonics for an aggregate purchase price of approximately $34.6 million payable primarily in Class A common stock of the Company. The purchase price includes a $0.4 million adjustment to the preliminary estimates of working capital. In conjunction with the acquisition, the Company issued share-based compensation awards to certain employees and selling equity holders of Freedom Photonics, which may result in future stock-based compensation expense, subject to achievement of certain service and performance conditions, including certain technical and financial milestones. These post-combination shared-based awards were determined to be compensatory in nature and consequently are being expensed over the vesting period of these awards. The results of operations related to Freedom Photonics are included in the Company’s consolidated statements of operations beginning from the Acquisition Date. As part of the transaction, the Company incurred $1.4 million of acquisition-related costs, which were expensed and included in general and administrative expenses in the periods in which the costs were incurred. Recording of Assets Acquired and Liabilities Assumed Preliminary estimates of fair values included in the consolidated financial statements are expected to be finalized within a year following the Acquisition Date. These are related to certain working capital adjustments and finalization of the estimates relating to deferred tax balances which will occur after the filing of the current tax returns. After the measurement period, any subsequent adjustments will be reflected in the consolidated statements of operations. The following table summarizes the preliminary purchase price allocation to assets acquired and liabilities assumed, including identification of measurement period adjustments (in thousands): Preliminary Recorded Value Cash and cash equivalents $ 1,063 Accounts receivable 3,311 Contract asset 1,913 Inventories, net 127 Prepaid expenses and other current assets 70 Property and equipment 1,353 Operating lease right-of-use assets 449 Other non-current assets 22 Intangible assets (1) 15,600 Goodwill (2) 15,885 Total assets acquired 39,793 Current and non-current liabilities (5,158) Total liabilities assumed (5,158) Net assets acquired $ 34,635 (1) Tradename was measured using the relief-from-royalty method. The remaining identifiable intangible assets were measured using the income approach. Significant inputs used as part of the valuation of intangible assets include revenue forecasts, present value factors, expected product margins and costs to complete the IPR&D. (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 goodwill recognized included assembled workforce and component cost savings. The entire amount of goodwill is expected to be deductible for tax purposes and is allocated to the ATS segment, which is also deemed the reporting unit. Identifiable intangible assets recognized (in thousands): Useful Life Preliminary Recorded Value Customer backlog 2 years $ 650 Customer relationships 4 years 2,950 Developed technology 8 years 4,000 In-process research and development (IPR&D) (1) 7,500 Tradename 4 years 500 Total intangible assets $ 15,600 (1) IPR&D intangibles are treated as indefinite-lived until the completion or abandonment of the associated R&D project, at which time the appropriate useful lives will be determined. Supplemental Unaudited Pro Forma Information The following unaudited pro forma financial information summarizes the combined results of operations for the Company and Freedom Photonics as if the companies were combined as of the beginning of fiscal year 2021. The unaudited pro forma information includes adjustments to amortization and depreciation for intangible assets and property and equipment acquired, the purchase accounting effect on transaction costs, and stock-based compensation expense. The table below reflects the impact of adjustments to the unaudited pro forma results for the years ended December 31, 2022 and 2021 that are directly attributable to the acquisition (in thousands): December 31, 2022 2021 (Unaudited) (Decrease) / increase to expenses as a result of transaction costs $ (2,582) $ 2,795 (Decrease) / increase to expenses as a result of stock-based compensation expense 4,119 19,593 Nonrecurring pro forma adjustments include: • Transaction costs of $2.8 million are assumed to have occurred on January 1, 2021, and are recognized as if incurred in the first quarter of 2021; • Employee compensation in connection with the retention awards, incentive plan awards, sign-on bonuses, and deferred shares are assumed to have started on January 1, 2021, and recognized as incurred based on their respective periods. The unaudited pro forma information presented below is for informational purposes only and is not necessarily indicative of our consolidated results of operations of the combined business had the acquisition actually occurred at the beginning of fiscal year 2021 or the results of our future operations of the combined businesses (in thousands). December 31, 2022 2021 (Unaudited) Revenue $ 46,422 $ 49,804 Net loss (447,736) (260,813) Solfice Assets Acquisition On June 15, 2022, the Company completed its acquisition from Solfice of certain assets for an aggregate consideration of $6.3 million, payable in Class A common stock of the Company, that are expected to advance Luminar’s mapping software development capabilities. The transaction was determined to be an asset acquisition under ASC 805, Business Combinations, with substantially all of the fair value attributable to acquired technology. Optogration Acquisition On August 3, 2021, (the “Optogration 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 Optogration 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 are being expensed over the vesting period of these awards. In August 2022, the Company issued 1,632,056 shares of Class A common stock for $11.0 million of the Optogration Milestone Awards due to achievement of the service and performance conditions. As of December 31, 2022, it is probable that the service and performance conditions for the remaining $11.0 million obligation will be met. The results of operations related to Optogration are included in the Company’s consolidated statements of operations beginning from the Optogration 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 Estimates of fair value included in the consolidated financial statements, in conformity with ASC 820, Fair Value Measurement, represent the Company’s best estimates and valuations. In accordance with ASC 805, Business Combinations, the allocation of the consideration value is subject to adjustment until the Company has completed its analysis, but not to exceed one year after the Optogration Acquisition Date to provide the Company with the time to complete the valuation of its assets and liabilities. 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 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) 2,244 Total assets acquired 8,176 Current Liabilities (488) Non-current liabilities (1,346) Total liabilities assumed (1,834) 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 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, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue The Company’s revenue is comprised of sales of lidar sensors hardware, components, NRE services and licensing of certain information available with the Company. Disaggregation of Revenues The Company disaggregates its revenue from contracts with customers by (1) geographic region based on 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, 2022 2021 2020 Revenue % of Revenue Revenue % of Revenue Revenue % of Revenue Revenue by primary geographical market: North America $ 35,032 86 % $ 23,043 72 % $ 4,010 29 % Asia Pacific 3,703 9 % 2,502 8 % 906 6 % Europe and Middle East 1,963 5 % 6,399 20 % 9,035 65 % Total 40,698 100 % 31,944 100 % 13,951 100 % Revenue by timing of recognition: Recognized at a point in time 17,595 43 % 8,892 28 % 2,639 19 % Recognized over time 23,103 57 % 23,052 72 % 11,312 81 % Total 40,698 100 % 31,944 100 % 13,951 100 % Revenue by segment: Autonomy Solutions 24,353 60 % 28,497 89 % 11,387 82 % ATS 16,345 40 % 3,447 11 % 2,564 18 % Total 40,698 100 % 31,944 100 % 13,951 100 % 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 delivery of production units. The grant date fair value of the Volvo Warrants, aggregating $2.9 million, represents consideration payable to VCTF and is being recognized as reduction in revenue consistent with the revenue recognition pattern when these warrants become probable of vesting. The Company’s management determined that the vesting of the first of the two tranches of the Volvo Warrants was probable as of December 31, 2021. As such, the Company had recognized a reduction in revenue in the amount of $1.0 million related to the said first tranche of the Volvo Warrants in the year ended December 31, 2021. The second tranche of the Volvo warrants will be recorded as a reduction in revenue upon achievement of sales of a certain number of the Company’s sensors to Volvo for use in their commercial vehicles. This threshold had not been achieved as of December 31, 2022. 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, 2022 and 2021 were $18.0 million and $9.9 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 $3.0 million and $0.9 million as of December 31, 2022 and 2021, respectively, and were included in accrued and other current and non-current liabilities in the consolidated balance sheets. The opening and closing balances of contract assets were as follows (in thousands): December 31, 2022 2021 Contract assets, current $ 15,395 $ 9,907 Contract assets, non-current 2,575 — Ending balance $ 17,970 $ 9,907 The significant changes in contract assets balances consisted of the following (in thousands): December 31, 2022 2021 Beginning balance $ 9,907 $ — Amounts billed that were included in the contract assets beginning balance (4,228) — Revenue recognized for performance obligations that have been satisfied but for which amounts have not been billed 12,291 9,907 Ending balance $ 17,970 $ 9,907 The opening and closing balances of contract liabilities were as follows (in thousands): December 31, 2022 2021 Contract liabilities, current $ 1,993 $ 898 Contract liabilities, non-current 1,015 — Ending balance $ 3,008 $ 898 The significant changes in contract liabilities balances consisted of the following (in thousands): December 31, 2022 2021 Beginning balance $ 898 $ 2,284 Revenue recognized that was included in the contract liabilities beginning balance (489) (1,792) Increase due to cash received and not recognized as revenue and billings in excess of revenue recognized during the period 2,599 406 Ending balance $ 3,008 $ 898 Remaining Performance Obligations |
Investments
Investments | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022 and 2021 (in thousands): December 31, 2022 Cost Gross Gross Fair Value U.S. treasury securities $ 191,075 $ 3 $ (2,598) $ 188,480 U.S. agency and government sponsored securities 4,999 — (75) 4,924 Commercial paper 74,755 — (232) 74,523 Corporate bonds 111,123 — (1,214) 109,909 Asset-backed securities 11,945 — (110) 11,835 Total debt securities $ 393,897 $ 3 $ (4,229) $ 389,671 Included in marketable securities $ 393,897 $ 3 $ (4,229) $ 389,671 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 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, 2022 and 2021 (in thousands): December 31, 2022 December 31, 2021 Gross Fair Value Gross Fair Value U.S. treasury securities $ (2,598) $ 158,888 $ (474) $ 146,454 U.S. agency and government sponsored securities (75) 4,924 (25) 4,970 Commercial paper (232) 74,523 (4) 30,285 Corporate bonds (1,214) 109,909 (345) 145,522 Asset-backed securities (110) 11,835 (74) 45,251 Total $ (4,229) $ 360,079 $ (922) $ 372,482 As of December 31, 2022, the total amortized cost basis of the Company’s available-for-sale securities exceeded its fair value by $4.2 million, which was primarily attributable to widening credit spreads and rising interest rates since purchase. The Company reviewed its available-for-sale securities and concluded that the decline in fair value was not related to credit losses and that it is more likely than not that the entire amortized cost of each security will be recoverable before the Company is required to sell them or when the security matures. Accordingly, during the year ended December 31, 2022, no allowance for credit losses was recorded and instead the unrealized losses are reported as a component of accumulated other comprehensive income (loss). Equity Investments The Company’s equity investments consisted of the following as of December 31, 2022 and 2021 (in thousands): December 31, Consolidated Balance Sheets Location 2022 2021 Money market funds (1) Cash and cash equivalents $ 42,056 $ 25,654 Marketable equity investments (1) Marketable securities 29,643 44,216 Non-marketable equity investment measured using the measurement alternative (2) Other non-current assets 4,000 10,002 $ 75,699 $ 79,872 (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 initial investment in Robotic Research at cost as provided under the guidance for measurement of equity investment using the measurement alternative. In the fourth quarter of 2022, the Company recorded an impairment charge of $6.0 million related to the investment in Robotic Research. In December 2022, the Company made an investment in 1,500,000 Class A ordinary shares of ECARX Holdings Inc., (“ECARX”) for consideration of $15.0 million, which was settled by issuing 2,030,374 shares of Class A common stock of the Company. The Company’s investment in ECARX represents less than 5% of ECARX’s capitalization. The Company neither has a significant influence over ECARX nor does its investment amount to a controlling financial interest in ECARX. The Company measured the investment in ECARX using the quoted prices in active markets with changes recorded in other income (expense), net on the consolidated statement of operations. Jun Hong Heng is a director of ECARX. Mr. Heng is also a director of Luminar. |
Financial Statement Components
Financial Statement Components | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022 2021 Cash $ 27,496 $ 303,373 Money market funds 42,056 25,654 Commercial paper — 950 Total cash and cash equivalents $ 69,552 $ 329,977 Inventory Inventory consisted of the following (in thousands): December 31, 2022 2021 Raw materials $ 3,614 $ 5,866 Work-in-process 2,329 1,171 Finished goods 2,849 3,305 Total inventory $ 8,792 $ 10,342 The Company’s inventory write-offs and write-downs (primarily due to obsolescence, lower of cost or market assessment, and other adjustments) was $12.2 million, $2.9 million and $4.4 million during the years ended December 31, 2022, 2021 and 2020, respectively. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following (in thousands): December 31, 2022 2021 Prepaid expenses $ 15,653 $ 14,651 Contract assets 15,395 9,907 Advance payments to vendors 7,919 1,810 Other receivables 5,236 2,827 Total prepaid expenses and other current assets $ 44,203 $ 29,195 Property and Equipment Property and equipment consisted of the following (in thousands): December 31, 2022 2021 Machinery and equipment $ 14,047 $ 7,694 Computer hardware and software 6,797 2,854 Land 1,001 — Leasehold improvements 885 869 Vehicles, including demonstration fleet 3,222 2,421 Furniture and fixtures 818 272 Construction in progress 13,642 3,677 Total property and equipment 40,412 17,787 Accumulated depreciation and amortization (10,152) (6,778) Total property and equipment, net $ 30,260 $ 11,009 Property and equipment capitalized under finance lease (capital lease prior to adoption of ASC 842) were not material. Construction in progress increased due to increased capital expenditure related to capital projects to enable the Company to achieve series production readiness. Depreciation and amortization associated with property and equipment was $4.3 million, $3.9 million and $2.5 million for the years ended December 31, 2022, 2021 and 2020, respectively. Intangible Assets The following table summarizes the activity in the Company’s intangible assets (in thousands): December 31, 2022 2021 Beginning of the period $ 2,424 $ — Additions 21,890 2,650 Amortization (2,237) (226) End of the period $ 22,077 $ 2,424 Intangible assets were acquired in connection with the Company’s acquisition of Optogration in August 2021, Freedom Photonics in April 2022 and Solfice in June 2022. See Note 3 for further details of these acquisitions. The components of intangible assets were as follows (in thousands): December 31, 2022 December 31, 2021 Gross Accumulated Net Weighted Average Gross Accumulated Net Weighted Average Customer relationships $ 3,730 $ (664) $ 3,066 4.4 $ 780 $ (33) $ 747 9.6 Customer backlog 650 (292) 358 0.9 — — — — Tradename 620 (214) 406 3.3 120 (120) — — Assembled workforce 130 (130) — — — — — — Developed technology 11,910 (1,163) 10,747 7.5 1,750 (73) 1,677 9.6 IPR&D 7,500 — 7,500 — — — — — Total intangible assets $ 24,540 $ (2,463) $ 22,077 6.6 $ 2,650 $ (226) $ 2,424 9.6 Amortization expense related to intangible assets was $2.2 million, $0.2 million and $0.0 million for the year ended December 31, 2022, 2021 and 2020, respectively. As of December 31, 2022, the expected future amortization expense for intangible assets was as follows (in thousands): Period Expected Future 2023 $ 2,730 2024 2,373 2025 2,373 2026 1,726 2027 1,510 Thereafter 3,865 IPR&D 7,500 Total $ 22,077 Goodwill The carrying amount of goodwill allocated to the Company’s reportable segments was as follows (in thousands): Autonomy Solutions ATS Total Balance as of December 31, 2021 $ 687 $ 2,423 $ 3,110 Acquired goodwill related to Freedom Photonics in 2022 — 15,885 15,885 Purchase accounting adjustments — (179) (179) Balance as of December 31, 2022 $ 687 $ 18,129 $ 18,816 Other Non-Current Assets Other non-current assets consisted of the following (in thousands): December 31, 2022 2021 Security deposits $ 5,495 $ 1,187 Non-marketable equity investment 4,000 10,002 Advance payment for capital projects 27,683 — Contract assets 2,575 — Other non-current assets 591 1,266 Total other non-current assets $ 40,344 $ 12,455 Accrued and Other Current Liabilities Accrued and other current liabilities consisted of the following (in thousands): December 31, 2022 2021 Accrued compensation and benefits $ 16,682 $ 9,899 Accrued expenses 22,358 6,727 Warranty reserves 3,584 1,798 Contract liabilities 1,993 898 Accrued interest payable 359 316 Contract losses 7,526 115 Other 460 91 Total accrued and other current liabilities $ 52,962 $ 19,844 During the year ended December 31, 2022, the Company recorded $19.2 million in cost of sales (services) estimated losses expected to be incurred on NRE projects with certain customers. Estimated contract losses in the year ended December 31, 2021 and 2020 were not material. The estimated contract losses recorded in 2022 were primarily a result of (a) changes in estimates related to costs expected to be incurred for contractual milestones based on actual experience on similar projects and (b) changes in scope of project deliverables agreed upon with the respective customers during the year. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2022 | |
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 Senior 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 is initially convertible into 50.0475 shares of the Company’s Class A common stock, par value $0.0001, which is equivalent to an initial conversion price of approximately $19.98 per share. The conversion rate is subject to adjustment upon the occurrence of certain specified events prior to the maturity date but will not be adjusted for any accrued and unpaid interest. In addition, following certain corporate events that occur prior to the maturity date or if the Company delivers a notice of redemption in respect of some or all of the Convertible Senior Notes, the Company will, under certain circumstances, increase the conversion rate of the Convertible Senior Notes for a holder who elects to convert its Convertible Senior Notes in connection with such a corporate event or convert its Convertible Senior Notes called for redemption during the related redemption period, as the case may be. The Convertible Senior Notes are redeemable, in whole or in part (subject to certain limitations), at the Company’s option at any time, and from time to time, on or after December 20, 2024, and on or before the 40th scheduled trading day immediately before the maturity date, at a cash redemption price equal to the principal amount of the Convertible Senior Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, but only if certain liquidity conditions are satisfied and the last reported sale price per share of the Class A common stock exceeds 130% of the conversion price on (1) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related redemption notice, and (2) the trading day immediately before the date the Company sends such notice. If the Company undergoes a fundamental change (as defined in the indenture governing the Convertible Senior Notes) prior to the maturity date, holders may require the Company to repurchase for cash all or any portion of their Convertible Senior Notes in principal amounts of $1,000 or a multiple thereof at a fundamental change repurchase price equal to 100% of the principal amount of the Convertible Senior Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date. Holders of the Convertible Senior Notes may convert their Convertible Senior Notes at their option at any time prior to the close of business on the business day immediately preceding December 15, 2026, in multiples of $1,000 principal amount, only under the following circumstances: (1) during any calendar quarter (and only during such calendar quarter) commencing after the calendar quarter ending on March 31, 2022, if the last reported sale price per share of the Class A common stock exceeds 130% of the conversion price for each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter; (2) during the five consecutive business days immediately after any 10 consecutive trading day period (such 10 consecutive trading day period, the “measurement period”) in which the trading price per $1,000 principal amount of Convertible Senior Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price per share of the Class A common stock on such trading day and the conversion rate on such trading day; (3) upon the occurrence of specified corporate events or distributions on the Class A common stock; and (4) if the Convertible Senior Notes are called for redemption. On or after June 15, 2026, holders may convert all or any portion of their Convertible Senior Notes at any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date, regardless of the foregoing circumstances. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of its Class A common stock or a combination of cash and shares of its Class A common stock, at the Company’s election. As of December 31, 2022, 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 aggregating approximately $16.2 million were initially recorded as a reduction to the principal amount of the Convertible Senior Notes and is being amortized as interest expense on a straight line basis over the contractual terms of the notes. The Company estimates that the difference between amortizing the debt discounts and the issuance costs using the straight line method as compared to using effective interest rate method is immaterial. The net carrying amount of the Convertible Senior Notes was as follows (in thousands): December 31, 2022 2021 Principal $ 625,000 $ 625,000 Unamortized debt discount and issuance costs (12,808) (16,043) Net carrying amount $ 612,192 $ 608,957 The following table sets forth the interest expense recognized related to the Convertible Senior Notes (in thousands): Year Ended December 31 2022 2021 Contractual interest expense $ 7,812 $ 316 Amortization of debt discount and issuance costs 3,236 135 Total interest expense $ 11,048 $ 451 The remaining term over which the debt discount and issuance costs will be amortized is 3.96 years. Interest expense of $7.8 million and $0.5 million is reflected as a component of interest (expense) income, net in the accompanying consolidated statement of operations for the years ended December 31, 2022 and 2021, respectively. In connection with the offering of the Convertible Senior Notes, the Company entered into privately negotiated capped call option transactions with certain counterparties (the “Capped Calls”). The Capped Calls each have an initial strike price of approximately $19.98 per share, subject to certain adjustments, which corresponds to the initial conversion price of the Convertible Senior Notes. The Capped Calls have initial cap prices of $30.16 per share, subject to certain adjustment events. The Capped Calls are generally intended to reduce the potential dilution to the Class A common stock upon any conversion of the Convertible Senior Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of converted Convertible Senior Notes, as the case may be, with such reduction and/or offset subject to a cap based on the cap price. The Capped Calls expire on April 6, 2027, subject to earlier exercise. The Capped Calls are subject to either adjustment or termination upon the occurrence of specified extraordinary events affecting the Company, including a merger event, a tender offer, and a nationalization, insolvency or delisting involving the Company. In addition, the Capped Calls are subject to certain specified additional disruption events that may give rise to a termination of the Capped Calls, including changes in law, failure to deliver, and hedging disruptions. The 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. The Capped Calls are not accounted for as derivatives. 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. 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 interest expense in the amount of $2.5 million in 2020. In 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 in 2017, 2018 and 2019 (collectively “Legacy Warrants”). 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 during the year ended December 31, 2020. 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, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements As of December 31, 2022, the Company carried cash equivalents, marketable investments and Private Warrants that are measured at fair value on a recurring basis. 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, 2021. As of December 31, 2022, 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 2.92 years, volatility of 85.0% and a risk-free rate of 4.23%. Accordingly, the Private Warrants are classified as Level 3 financial instruments. The following table presents changes in Level 3 liabilities relating to Private Warrants measured at fair value (in thousands): Private Balance as of December 31, 2021 $ 31,230 Change in fair value prior to exercises 4,713 Reduction in liability due to exercises (19,003) Change in fair value of outstanding warrants (13,935) Balance as of December 31, 2022 $ 3,005 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 $ 42,056 $ — $ — $ 42,056 Total cash equivalents $ 42,056 $ — $ — $ 42,056 Marketable investments: U.S. treasury securities $ 188,480 $ — $ — $ 188,480 U.S. agency and government sponsored securities — 4,924 — 4,924 Commercial paper — 74,523 — 74,523 Corporate bonds — 109,909 — 109,909 Asset-backed securities — 11,835 — 11,835 Marketable equity investments 29,643 — — 29,643 Total marketable investments $ 218,123 $ 201,191 $ — $ 419,314 Liabilities: Private Warrants — — 3,005 3,005 Total warrant liabilities $ — $ — $ 3,005 $ 3,005 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 securities $ 161,465 $ — $ — $ 161,465 U.S. agency and government sponsored securities — 4,970 — 4,970 Commercial paper — 39,834 — 39,834 Corporate bonds — 165,190 — 165,190 Asset-backed securities — 46,466 — 46,466 Marketable equity investments 44,216 — — 44,216 Total marketable investments $ 205,681 $ 256,460 $ — $ 462,141 Liabilities: Private Warrants — — 31,230 31,230 Total warrant liabilities $ — $ — $ 31,230 $ 31,230 The Company’s non-marketable equity investment, measured at fair value on a non-recurring basis, that has been remeasured during the period due to impairment is classified within Level 3 in the fair value hierarchy because the Company estimated the value based on valuation methods which included unobservable inputs including projections received from Robotic Research, market conditions, preference rights, etc. of the investment the Company holds. See Note 5 for further information on the Company’s non-marketable equity investment. As of December 31, 2022 and 2021, the estimated fair value of the Company’s outstanding Convertible Senior Notes was $352.5 million and $669.4 million, respectively. The fair value was determined based on the quoted price of the Convertible Senior Notes in an inactive market on the last trading day of the reporting period and have been classified as Level 2 in the fair value hierarchy. See Note 7 for further information on the Company’s Convertible Senior Notes. The 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, 2022 | |
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, 2022 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) Per Share | Earnings (Loss) Per Share Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share is computed by dividing net income by the weighted average number of shares of common stock during the period plus, common stock equivalents, as calculated under the treasury stock method, outstanding during the period. If the Company reports a net loss, the computation of diluted loss per share excludes the effect of dilutive common stock equivalents, as their effect would be antidilutive. The Company computes earnings (loss) per share using the two-class method for its Class A and Class B common stock. Earnings (loss) per share is same for both Class A and Class B common stock since they are entitled to the same liquidation and dividend rights. 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, 2022, 2021, and 2020 as follows: (in thousands, except for share and per share amounts): December 31, 2022 2021 2020 Numerator: Net loss $ (445,939) $ (237,986) $ (362,298) Deemed dividend attributable to BCF accretion — — (6,757) Net loss attributable to common shareholders $ (445,939) $ (237,986) $ (369,055) Denominator: Weighted average Common shares outstanding- Basic 356,265,774 346,300,975 145,096,996 Weighted average Common shares outstanding- Diluted 356,265,774 346,300,975 145,096,996 Net loss per shares attributable to Common shareholders- Basic and Diluted $ (1.25) $ (0.69) $ (2.54) 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, 2022 2021 2020 Warrants 5,757,549 7,166,301 24,089,255 Stock-based awards—Equity classified 33,372,534 24,156,973 18,003,962 Stock-based awards—Liability classified 14,302,723 2,401,648 — Vendor stock-in-lieu of cash program 3,162,879 1,659,510 — Convertible Senior Notes 31,279,716 31,279,716 — Earn-out shares 8,606,717 8,606,717 25,818,744 Total 96,482,118 75,270,865 67,911,961 The Company uses the if converted method for calculating the dilutive effect of the Convertible Senior Notes using the initial conversion price of $19.981 per share. The closing price of Class A common stock as of December 31, 2022 was less than the initial conversion price. |
Stockholders_ Equity (Deficit)
Stockholders’ Equity (Deficit) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Stockholders’ Equity (Deficit) | Stockholders’ Equity (Deficit) Class A and Class B Common Stock The Company’s Board of Directors has authorized two classes of common stock, Class A and Class B. As of December 31, 2022, 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, 2022, the Company had 291,942,087 shares issues and 270,078,637 shares outstanding shares of Class A common stock, and 97,088,670 shares of issued and outstanding Class B common stock. 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 the holder of the Class B common stock is 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. During 2021, 15,000,000 shares of Class B common stock 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 could 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. In the first and second quarters of 2022, the Company repurchased 2,682,548 and 3,917,141 shares of Class A common stock for $39.7 million and $36.9 million, respectively. As of December 31, 2022, no amount remained available for stock repurchases pursuant to our stock repurchase program. The repurchased shares have been recorded as Treasury Stock on the Balance Sheet as of December 31, 2022 and 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 In March 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 2021 for a redemption price of $0.01 per Public Warrant. As of December 31, 2021, the Company had no Public Warrants and 3,077,021 Private Warrants outstanding. In January 2022 and April 2022, 1,389,529 and 19,223 Private Warrants, respectively, were exercised on a cashless basis and the Company issued 401,365 and 4,387 shares of Class A common stock, respectively, pursuant to the exercises. The Company had 1,668,269 Private Warrants outstanding as of December 31, 2022. These Private Warrants expire on December 2, 2025. Each Private Warrant allows the holder to purchase one share of Class A common stock at $11.50 per share. Stock-in-lieu of Cash Program The Company has entered into arrangements with certain vendors and other third parties wherein the Company at its discretion may elect to pay amounts owed to the respective vendors or third parties for services provided either in 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, 2022, the Company issued 8,824,385 shares of Class A common stock, as part of the Stock-in-lieu of Cash Program. The Company considers the shares issuable under the Stock-in-lieu of Cash Program as liability classified awards when the arrangement with the vendors requires the Company to issue a variable number of shares to settle amounts owed. As of December 31, 2022, the Company had a total of $15.2 million in prepaid expenses and other current and non-current assets related to its Stock-in-lieu of Cash Program. In November 2021, the Company entered into an agreement with Daimler North America Corporation (“Daimler”) wherein Daimler is providing certain data and other services to the Company. To compensate Daimler for these services, the Company agreed to issue 1.5 million shares of Class A common stock to Daimler. These shares are subject to certain vesting conditions and vest over a period of two years. The Company recorded costs related to these shares as research and development expense of $7.9 million during the year ended December 31, 2022. During the year ended December 31, 2022, the Company issued The Company’s vendor Stock-in-lieu of Cash Program activity for the year ended December 31, 2022 was as follows: Shares Weighted Average Outstanding as of December 31, 2021 1,500,000 $ 15.72 Granted 8,824,385 9.93 Vested (9,277,234) 10.65 Outstanding as of December 31, 2022 1,047,151 11.90 |
Stock-based Compensation
Stock-based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-based Compensation | Stock-based Compensation Prior to becoming a publicly traded entity, the Company issued incentive stock options, non-qualified stock options, and restricted stock to employees and non-employee consultants under its 2015 Stock Plan (the “2015 Plan”). Since the closing of the Business Combination, the Company has not issued any new stock-based awards under the 2015 Plan. In December 2020, the Board adopted, and the Company’s stockholders approved the 2020 Equity Incentive Plan (the “2020 Plan”). The 2020 Plan became effective upon the closing of the Business Combination. Under the 2020 Plan, the Company was originally authorized to issue a maximum number of 36,588,278 shares of Class A common stock. In June 2022, the Company’s stockholders approved an amendment and restatement of the Company’s 2020 Plan (the “Amended 2020 Plan”) to increase the number of shares of Class A common stock authorized for issuance by 36,000,000 additional shares and added an evergreen provision under which the number of shares of Class A common stock available for issuance under the Amended 2020 Plan will be increased on the first day of each fiscal year of the Company beginning with the 2023 fiscal year and ending on (and including) the first day of the 2030 fiscal year, in an amount equal to the lesser of (i) 5% of the outstanding shares of common stock on the last day of the immediately preceding fiscal year, (ii) 40,000,000 shares or (iii) such number of shares determined by the Board. Pursuant to the evergreen provision, 18,358,365 additional shares of Class A common stock were added to the Amended 2020 Plan on January 1, 2023. Stock Options Under the terms of the 2015 Plan, incentive stock options had an exercise price at or above the fair market value of the stock on the date of the grant, while non-qualified stock options were permitted to be granted below fair market value of the stock on the date of grant. Stock options granted had service-based vesting conditions only. The service-based vesting conditions varied, 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. A summary of the Company’s stock option activity for the year ended December 31, 2022 was as follows (in thousands, except years and per share data): Number of Weighted- Weighted- Aggregate Outstanding as of December 31, 2021 11,507,643 $ 1.72 Exercised (2,370,989) 1.67 Cancelled/Forfeited (973,804) 1.67 Outstanding as of December 31, 2022 8,162,850 1.74 7.03 $ 26,763 Vested and exercisable as of December 31, 2022 5,472,821 1.73 6.95 $ 17,654 Vested and expected to vest as of December 31, 2022 8,162,850 1.74 7.03 $ 26,763 No stock options were granted by the Company in 2022 or 2021. The weighted-average grant date fair value per share of options granted during the year ended December 31, 2020 was $0.98. The total grant-date fair value of options that vested during the year ended December 31, 2022, 2021 and 2020 was $2.9 million, $7.1 million and $1.4 million, respectively. The aggregate intrinsic value of stock options exercised during the year ended December 31, 2022 was $20.6 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, 2022, the Company had $2.7 million of unrecognized stock-based compensation expense related to stock options. This cost is expected to be recognized over a weighted-average period of 0.63 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 were granted voting rights and right to 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, 2022 was as follows: Shares Weighted Average Outstanding as of December 31, 2021 666,298 1.21 Forfeited (18,476) 1.23 Vested (583,336) 1.20 Outstanding as of December 31, 2022 64,486 1.29 The total grant-date fair value of restricted stock awards vested during the year ended December 31, 2022, 2021 and 2020 was $0.7 million, $1.0 million and $2.2 million, respectively. As of December 31, 2022, the Company had $0.1 million of unrecognized stock-based compensation expense related to restricted stock awards, which is expected to be recognized in the first quarter of 2023. Restricted Stock Units Since the closing of the Business Combination, the Company has granted restricted stock units (“RSUs”) under the Amended 2020 Plan (and prior to its amendment and restatement, under the 2020 Plan). Each RSU granted under the Amended 2020 Plan represents a right to receive one share of the Company’s Class A common stock when the RSU vests. RSUs generally vest over a period up to six years. The Company has granted certain performance-based equity awards that vest upon achievement of certain performance milestones. The fair value of RSU 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, 2022 was as follows: Shares Weighted Average Outstanding as of December 31, 2021 11,983,032 19.56 Granted 23,213,889 10.29 Forfeited (2,069,915) 16.15 Vested (7,532,971) 15.40 Outstanding as of December 31, 2022 25,594,035 12.66 The total fair value of RSUs vested during the year ended December 31, 2022 and 2021was $116.0 million and $32.8 million, respectively. As of December 31, 2022, the Company had $277.7 million of unrecognized stock-based compensation expense related to RSUs. This cost is expected to be recognized over a weighted-average period of 1.53 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 Amended 2020 Plan (and prior to its amendment and restatement, under the 2020 Plan) and are accounted for as liability classified awards under ASC 718 — Stock Compensation. Fixed value equity awards granted have service-based conditions only and vest quarterly over a period a period up to four years. These awards represent a fixed dollar amount settled in a variable number of shares determined at each vesting date. For the year ended December 31, 2022, the Company recorded $7.6 million in stock-based compensation expense related to these awards. Employee Stock Purchase Plan In December 2020, the Board and the Company’s stockholders adopted the 2020 Employee Stock Purchase Plan (“ESPP”) under which 7,317,655 shares were authorized for issuance. The 2020 ESPP became effective on February 26, 2021. The ESPP permits eligible employees to purchase the Company’s Class A common stock through payroll deduction with up to 15% of their pre-tax earnings subject to certain Internal Revenue Code limitations. The purchase price of shares is 85% of the lower of the fair market value of the Company’s common stock on the first day of a six-month offering period, or the relevant purchase date. In addition, no participant may purchase more than 5,000 shares of common stock in each purchase period. During 2022, 168,147 shares were purchased at a weighted average price of $7.56 per share. The assumptions used to value purchase rights under the ESPP during the year ended December 31, 2022 were as follows: May 16, 2022 November 16, 2022 Expect term (years) 0.5 0.5 Volatility 82.3% 93.5% Risk-free interest rate 1.54% 4.54% Dividend yield —% —% Optogration Milestone Awards As discussed in Note 3, as part of the Optogration acquisition in August 2021, the Company owed up to $22.0 million of post combination compensation related to certain service and performance conditions (“Optogration Milestone Awards”). In August 2022, the Company issued 1,632,056 shares of Class A common stock for $11.0 million of the Optogration Milestone Awards due to achievement of the service and performance conditions. As of December 31, 2022, it is probable that the service and performance conditions for the remaining $11.0 million obligation will be met. The Company recorded $16.5 million in stock-based compensation expense from inception to December 31, 2022 for Optogration Milestone Awards. Freedom Photonics Awards As part of the Freedom Photonics acquisition in April 2022, the Company owes up to $28.3 million of post combination compensation related to certain service and performance conditions including achievement of certain technical and financial milestones. As of December 31, 2022, Freedom Photonics did not achieve a portion of its stipulated financial milestone. As of December 31, 2022, it is probable that the remaining conditions will be met, and as a result, the Company recorded $7.6 million in stock-based compensation expense through December 31, 2022. Solfice Awards The Company owes up to $0.7 million in compensation related to certain service and performance conditions. As of December 31, 2022, it is probable that the conditions will be met, and as a result, the Company recorded $0.4 million in stock-based compensation expense through December 31, 2022. Executive Officer Awards On May 2, 2022, the Board granted an award of 10.8 million RSUs to Austin Russell, the Company’s Chief Executive Officer. The grant date fair value per share was $8.70 per share. This award represents Mr. Russell’s total compensation from the Company. On August 19, 2022, the Board granted 500,000 RSUs to each of Thomas Fennimore, the Company’s Chief Financial Officer and Alan Prescott, the Company’s Chief Legal Officer. The grant date fair value per share was $6.12 per share. The Company measured compensation cost for the above executive officer awards using a Monte Carlo simulation model and recorded $14.7 million in stock-based compensation expense related to these awards in the year ended December 31, 2022. These awards to the executive officers are subject to all of the following vesting conditions: • Public Market condition: Achievement of three stock price milestones: $50 or more, $60 or more, and $70 or more. The stock price will be measured based on the volume-weighted average price per share for 90 consecutive trading days; • Service condition: Approximately 7-years of vesting; and • Performance condition: Start of production for at least one series production program. As of December 31, 2022, the Company had $85.3 million of unrecognized stock-based compensation expense related to RSUs. This cost is expected to be recognized over a weighted-average period of 6.36 years. Compensation expense Stock-based compensation expense by type of award was as follows (in thousands): Year Ended December 31, 2022 2021 2020 Equity Classified Awards: Stock options $ 2,666 $ 5,137 $ 3,179 RSAs 293 1,682 5,532 RSUs 129,992 60,191 — ESPP 714 — — Liability Classified Awards: Equity settled fixed value 7,545 3,826 — Optogration 10,894 6,114 — Freedom Photonics 7,633 — — Solfice 410 — — Other 2,258 734 — Total $ 162,405 $ 77,684 $ 8,711 Stock-based compensation expense by function was as follows (in thousands): Year Ended December 31, 2022 2021 2020 Cost of sales $ 7,680 $ 6,422 $ 309 Research and development 40,898 20,216 2,098 Sales and marketing 15,814 4,546 414 General and administrative 98,013 46,500 5,890 Total $ 162,405 $ 77,684 $ 8,711 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Leases | Leases The Company leases office and manufacturing facilities under non-cancelable operating leases expiring at various dates through September 2028. 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 2022, the Company entered into a lease agreement for a term of 66 months through February 2028. Some of the Company’s leases include one or more options to renew, with renewal terms that if exercised by the Company, extend the lease term from one 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 components of lease expenses were as follows (in thousands): Year Ended December 31, 2022 December 31, 2021 Operating lease cost $ 6,533 $ 4,654 Variable lease cost 2,230 1,703 Total operating lease cost $ 8,763 $ 6,357 Supplemental cash flow information related to leases was as follows (in thousands): Year Ended December 31, 2022 December 31, 2021 Cash paid for amounts included in the measurement of lease liabilities: Cash paid for operating leases included in operating activities $ (6,070) $ (4,609) Right of use assets obtained in exchange for lease obligations: Operating leases 16,749 2,876 Supplemental balance sheet information related to leases was as follows (in thousands): December 31, 2022 December 31, 2021 Operating leases: Operating lease right-of-use assets $ 21,244 $ 9,145 Operating lease liabilities: Operating lease liabilities, current $ 5,953 $ 4,735 Operating lease liabilities, non-current 16,989 5,768 Total operating lease liabilities $ 22,942 $ 10,503 Weighted average remaining terms were as follows (in years): December 31, 2022 December 31, 2021 Weighted average remaining lease term Operating leases 4.43 2.95 Weighted average discount rates were as follows: December 31, 2022 December 31, 2021 Weighted average discount rate Operating leases 5.45 % 2.80 % Maturities of lease liabilities were as follows (in thousands): Year Ending December 31, Operating Leases 2023 $ 6,190 2024 5,123 2025 5,193 2026 4,732 2027 3,927 Thereafter 1,149 Total lease payments 26,314 Less: imputed interest (3,372) Total leases liabilities $ 22,942 |
Leases | Leases The Company leases office and manufacturing facilities under non-cancelable operating leases expiring at various dates through September 2028. 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 2022, the Company entered into a lease agreement for a term of 66 months through February 2028. Some of the Company’s leases include one or more options to renew, with renewal terms that if exercised by the Company, extend the lease term from one 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 components of lease expenses were as follows (in thousands): Year Ended December 31, 2022 December 31, 2021 Operating lease cost $ 6,533 $ 4,654 Variable lease cost 2,230 1,703 Total operating lease cost $ 8,763 $ 6,357 Supplemental cash flow information related to leases was as follows (in thousands): Year Ended December 31, 2022 December 31, 2021 Cash paid for amounts included in the measurement of lease liabilities: Cash paid for operating leases included in operating activities $ (6,070) $ (4,609) Right of use assets obtained in exchange for lease obligations: Operating leases 16,749 2,876 Supplemental balance sheet information related to leases was as follows (in thousands): December 31, 2022 December 31, 2021 Operating leases: Operating lease right-of-use assets $ 21,244 $ 9,145 Operating lease liabilities: Operating lease liabilities, current $ 5,953 $ 4,735 Operating lease liabilities, non-current 16,989 5,768 Total operating lease liabilities $ 22,942 $ 10,503 Weighted average remaining terms were as follows (in years): December 31, 2022 December 31, 2021 Weighted average remaining lease term Operating leases 4.43 2.95 Weighted average discount rates were as follows: December 31, 2022 December 31, 2021 Weighted average discount rate Operating leases 5.45 % 2.80 % Maturities of lease liabilities were as follows (in thousands): Year Ending December 31, Operating Leases 2023 $ 6,190 2024 5,123 2025 5,193 2026 4,732 2027 3,927 Thereafter 1,149 Total lease payments 26,314 Less: imputed interest (3,372) Total leases liabilities $ 22,942 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The following table presents components of loss before provision for (benefit from) income taxes for the periods presented (in thousands): Year Ended December 31, 2022 2021 2020 United States $ (445,720) $ (239,855) $ (362,338) International 453 607 40 Loss before provision for (benefit from) income taxes $ (445,267) $ (239,248) $ (362,298) Provision for (benefit from) income taxes for the periods presented consisted of (in thousands): Year Ended December 31, 2022 2021 2020 Current: Foreign 440 — — Total current: 440 — — Deferred: U.S. federal 204 (1,262) — U.S. state 28 — — Total deferred: 232 (1,262) — Total provision for (benefit from) income taxes $ 672 $ (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, 2022 2021 2020 U.S. federal provision at statutory rate 21.0 % 21.0 % 21.0 % State income taxes 5.7 4.4 0.7 Tax credits 2.4 1.5 0.6 Fair value of financial instruments 0.4 (2.3) (15.6) Stock-based compensation expense (3.4) 2.0 (0.4) Executive compensation (0.8) (1.1) 0.0 Other permanent items 0.2 (0.3) 0.0 Uncertain tax benefits (1.4) (0.8) (0.3) Change in valuation allowance (24.3) (24.0) (6.0) Effective tax rate (0.2 %) 0.4 % 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 net of excess windfall stock compensation deductions, nondeductible executive compensation, R&D tax credits, state income taxes and the fluctuation of fair value on instruments treated as debt for GAAP and equity for tax purposes, which is not taxable/deductible for income tax purposes, for 2022, 2021 and 2020. The Company’s deferred income tax assets and liabilities as of December 31, 2022 and 2021 were as follows (in thousands): Year Ended December 31, 2022 2021 Deferred tax assets: Net operating loss carry forward $ 161,881 $ 120,544 Tax credits 16,322 6,296 Accruals and reserves 3,309 — Stock-based compensation expense 14,535 6,944 Lease liability (ASC 842) 6,268 2,622 Section 174 R&D capitalization 43,240 — Inventory reserves 1,961 617 Depreciation and amortization 2,170 — Other 20 15 Total deferred tax assets 249,706 137,038 Valuation allowance (243,811) (130,569) Total deferred tax asset 5,895 6,469 Deferred tax liabilities: Depreciation and amortization — 1,185 Prepaid expenses — 2,983 Other 162 — ROU asset (ASC 842) 5,801 2,301 Total deferred tax liabilities 5,963 6,469 Net deferred tax assets (liabilities) $ (68) $ — 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 substantially 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 $243.8 million and $130.6 million as of December 31, 2022 and 2021, respectively. The valuation allowance increased by $113.2 million in 2022. 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 (“IRC”) 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, 2022, the Company had $597.0 million of U.S. federal net operating loss carryforwards available to reduce future taxable income, of which $553.8 million will be carried forward indefinitely for U.S. federal tax purposes and $43.2 million will expire beginning in 2035 to 2037. The Company also has $547.8 million of U.S. state net operating loss carryforwards that will expire beginning in 2036. The Company also has federal and state research and development (“R&D”) tax credit carryforwards of $21.1 million and $3.9 million, respectively, as of December 31, 2022. The federal research credit carryforwards will begin expiring in 2035 and although a small portion, less than $0.05 million, of the state research credit carryforwards will begin expiring in 2023, $4.3 million of the state research credit carryforwards do not expire. Under the Tax Cuts and Jobs Act (“TCJA”), for tax years beginning after December 31, 2021, taxpayers are required to capitalize and amortize all R&D expenditures that are paid or incurred in connection with their trade or business which represent costs in the experimental or laboratory sense. Specifically, costs for U.S.-based R&D activities must be amortized over 5 years and costs for foreign R&D activities must be amortized over 15 years. As of December 31, 2022, there is insufficient Internal Revenue Service guidance on how to treat capitalizable R&D expenditures. The Company will continue to monitor the status of any new guidance that might be issued and will update its estimated capitalized R&D, accordingly. Beginning January 1, 2022, the TCJA eliminated the option to deduct research and development expenditures in the current year and requires taxpayers to capitalize such expenses pursuant to IRC Section 174. The capitalized expenses are amortized over a 5-year period for domestic expenses and a 15-year period for foreign expenses. As a result of this provision of the TCJA, deferred tax assets related to capitalized research expenses increased by $43.2 million. Unrecognized Tax Benefits The Company reports income tax related interest and penalties within its provision for income tax in its consolidated statements of operations. The Company had no interest and penalties accrued through December 31, 2022. The Company does not expect the total amount 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, 2022 2021 2020 Unrecognized tax benefits as of the beginning of the year $ 6,296 $ 3,975 $ 2,397 Increases related to prior year tax positions — 535 327 Decreases related to prior year tax provisions (3,723) — — Increase related to current year tax positions 6,031 1,786 1,251 Unrecognized tax benefits as of the end of the year $ 8,604 $ 6,296 $ 3,975 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, state and foreign income tax returns from inception to December 31, 2022 remain subject to examination. |
Commitment and Contingencies
Commitment and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
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 $96.0 million as of December 31, 2022. Legal Matters From time to time, the Company is involved in actions, claims, suits and other proceedings in the ordinary course of business, including assertions by third parties relating to intellectual property infringement, breaches of contract or warranties or employment-related matters. When it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated, the Company records a liability for such loss contingencies. The Company’s estimates regarding potential losses and materiality are based on the Company’s judgment and assessment of the claims utilizing currently available information. Although the Company will continue to reassess its reserves and estimates based on future developments, the Company’s objective assessment of the legal merits of such claims may not always be predictive of the outcome and actual results may vary from the Company’s current estimates. The Company’s current legal accrual is not material to the financial statements. |
Segment and Customer Concentrat
Segment and Customer Concentration Information | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Segment and Customer Concentration Information | Segment and Customer Concentration InformationReportable segments are (i) Autonomy Solutions and (ii) ATS. These segments reflect the way the chief operating decision maker (“CODM”) evaluates the Company’s business performance and manages its operations. Each segment has distinct product offerings, customers and market penetration. The Chief Executive Officer is the CODM of the Company. Autonomy Solutions This segment manufactures and distributes commercial lidar sensors that measure distance using laser light for automotive mobility applications. This segment is impacted by trends in the autonomous vehicles and associated infrastructure/technology sector. ATS This segment is in the business of development of semiconductor technology based lasers and sensors. This segment also designs, tests and provides consulting services for development of integrated circuits. This segment is impacted by trends in and the strength of the automobile and aeronautics sector as well as government spending in military and defense activities. The accounting policies of the operating segments are the same as those described in Note 2. Segment operating results and reconciliations to the Company’s consolidated balances are as follows (in thousands): Year ended December 31, 2022 Autonomy ATS Total Eliminations (1) Total Revenue: Revenues from external customers $ 24,353 $ 16,345 $ 40,698 $ — $ 40,698 Revenues from internal customer 14,748 12,485 27,233 (27,233) — Total Revenue $ 39,101 $ 28,830 $ 67,931 $ (27,233) $ 40,698 Depreciation and amortization $ 4,110 $ 2,456 $ 6,566 $ — $ 6,566 Operating gain (loss) (412,673) (29,394) (442,067) (335) (442,402) Other significant items: Segment assets 752,088 60,529 812,617 (125,290) 687,327 Inventories, net 8,664 474 9,138 (346) 8,792 Year ended December 31, 2021 Autonomy ATS 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 ATS 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 (1) Represent the eliminations of all intercompany balances and transactions during the period presented. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
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, was 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 as of December 31, 2021. The fair value of this investment as of December 31, 2021 was $12.2 million, which was included in marketable securities in the balance sheet. The Company sold this investment in its entirety in the second quarter of 2022. The special purpose acquisition company merged with ECARX on December 20, 2022 and Mr. Heng continues to be a director of the merged company. In June 2022, the Company invested in a special purpose acquisition company through open market purchases, of which Mr. Alec Gores was the Chairman and Chief Executive Officer, and a principal shareholder. The special purpose acquisition company merged with Polestar Automotive Holdings UK PLC on June 24, 2022 and Mr. Gores continues to be a director of the merged company. Mr. Gores is a director of Luminar as well. The balance of this investment as of December 31, 2022 was not material. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events In preparing the audited consolidated financial statements as of December 31, 2022, the Company has evaluated subsequent events through February 28, 2023. In January 2023, the Company executed an asset purchase agreement with Seagate Technology LLC and Seagate Singapore International Headquarters Pte. Ltd. (individually and collectively, “Seagate”) and concurrently completed the acquisition of certain fixed assets, inventory and intellectual property related to Seagate’s lidar-related projects and obtained a license to certain patents and other intangibles for an aggregate cash consideration of $12.6 million. Additionally, the Company hired certain former employees of Seagate who had been working on the above projects. In February 2023, the Company executed an agreement with Swiss Re Solutions Ltd (“Swiss Re”) for use of certain of Swiss Re’s tools and services for assessment of the Company’s technology for purposes of potentially developing an insurance product and Swiss Re potentially providing reinsurance and other services. The Company agreed to pay Swiss Re $4.0 million in consideration for these services over 4 years, of which $1.0 million is non-cancelable. The Company may at its sole discretion pay the consideration owed to Swiss Re either in cash or shares of Class A common stock. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
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 write-downs, valuation allowance for deferred tax assets, valuation of warrants, fair valuation of assets acquired in mergers and acquisitions including intangible assets, forecasted costs associated with non-recurring engineering (“NRE”) services, product warranty reserves, stock-based compensation expense and other loss contingencies. Management periodically evaluates such estimates and they are adjusted prospectively based upon such periodic evaluation. Actual results could differ from those estimates. |
Segment Information | Segment Information The Company has determined its operating segments using the same indicators which are used to evaluate its performance internally. The Company’s business activities are organized in two operating segments: (i) “Autonomy Solutions” which includes manufacturing and distribution of lidar sensors that measure distance using laser light to generate a 3D map, non-recurring engineering services related to the Company’s lidar products, development of software products that enable autonomy capabilities for automotive applications, and licensing of the Company’s intellectual property (“IP”). In June 2022, the Company acquired certain assets from Solfice Research, Inc. (“Solfice” or “Civil Maps”). Operations of Civil Maps have been included in the Autonomy Solutions segment. (ii) “Advanced Technologies and Services (“ATS”)” which includes development of application-specific integrated circuits, pixel-based sensors, advanced lasers, as well as designing, testing and providing consulting services for non-standard integrated circuits. In the second quarter of 2022, the Components segment was renamed as ATS. In August 2021 and in April 2022, the Company acquired Optogration, Inc. (“Optogration”) and Freedom Photonics LLC (“Freedom Photonics”), respectively. Operations of Optogration and Freedom Photonic have been included in the ATS segment. |
Concentration of Credit Risk | Concentration of Credit Risk The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents, debt securities and accounts receivable. The Company’s d eposits exceed federally insured limits |
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 Investments | 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 ReceivableAccounts 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. |
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 1 to 7 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 Design and development costs for molds, dies and other tools that will be used in producing the products under a long-term supply arrangement are capitalized as tooling which are included in machinery and equipment. The Company estimates useful lives for these tooling items to range between one |
Intangible Assets and Goodwill | Intangible Assets Intangible assets, consisting of acquired developed technology, customer relationships, customer backlog, assembled workforce, IPR&D 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, 2022 or 2021. |
Impairment of Long-Lived Assets | 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 |
Convertible Senior Notes | Convertible Senior Notes 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 said estimates 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. 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 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. 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 no Public Warrants, outstanding as of December 31, 2021. In January 2022 and April 2022, 1,389,529 and 19,223 Private Warrants, respectively, were exercised on a cashless basis and the Company issued 401,365 and 4,387 shares of Class A common stock, respectively, pursuant to the exercises. The Company had 1,668,269 Private Warrants outstanding as of December 31, 2022. These Private Warrants expire on December 2, 2025. |
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 The Autonomy Solutions segment derives revenue primarily from (a) product sales of lidar sensors to customers and distributors, (b) NRE services to integrate Luminar lidar hardware for autonomy in vehicle platforms, and (c) licensing of certain IP. The ATS segment derives revenue primarily from (a) product sales of application-specific integrated circuits, pixel-based sensors and advanced lasers, as well as (b) NRE services for designing and testing non-standard integrated circuits. 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. Certain customer arrangements involve NRE services to design and develop custom prototype products to customers. Revenue from NRE service arrangements is recognized over time. For NRE services, 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). 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 revenue. Contract costs related to NRE arrangements are incurred over time, which can be several years, and the estimation of these costs requires management’s judgment. Significant judgment is required when estimating total contract costs and progress to completion on the arrangements, as well as whether a loss is expected to be incurred on the contract. In estimating total contract costs, the Company is also required to estimate the effort expected to be incurred to complete a NRE project. These estimates are subject to significant estimation uncertainty as actual time and effort incurred on completing a NRE project or actual rates of either internal or contracted personnel working on such NRE projects may differ from the Company’s estimates. Changes in circumstances may change the original estimates of revenues, costs, or extent of progress toward completion, revisions to the estimates are made which may result in increases or decreases in estimated revenues or costs, and such revisions are reflected in income in the period in which the circumstances that gave rise to the revision become known to us. We perform ongoing profitability analysis of our contracts accounted for under this method to determine whether the latest estimates of revenues, costs, and profits require updating. If at any time these estimates indicate that the contract will be unprofitable, the entire estimated loss for the remainder of the contract is recorded immediately. The Company enters into term-based licenses that provide customers the right to use certain IP available with the Company. Revenue from these licenses is recognized at the point in time at which the customer is able to use and benefit from the licensed information, which is generally upon delivery of the information to the customer or upon commencement of the renewal term. Amounts billed to customers for shipping and handling are included in revenue. Taxes collected from customers and remitted to governmental authorities are excluded from revenue on the net basis of accounting. 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 up to 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 relate 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 to the extent no future benefit is expected and allocated overhead costs. Substantially all of the Company’s R&D expenses are related to developing new products and services, improving existing products and services, and developing manufacturing processes. R&D expenses are expensed as incurred. Design and development costs for products to be sold under long-term supply arrangements are expensed as incurred. Design and development costs for molds, dies, and other tools involved in new technologies are expensed as incurred. Design and development costs for molds, dies, and other tools that will be used in producing the products under a long-term supply arrangement are capitalized as part of the molds, dies, and other tools. |
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 purchase rights under the Company’s 2020 Employee Stock Purchase Plan (“ESPP”) 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 grant-date fair value of stock-based awards with market conditions is calculated using a Monte Carlo simulation model. 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 has 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 generally determined based on the Company’s stock price on or close to the settlement date. Payments owed under this program may be equity or liability classified depending upon fixed or variable number of shares issued for the amount owed to vendors. The Company measures the cost based on a fixed monetary amount that is known at the inception of the obligation. |
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 |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In October 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No. ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”). ASU 2021-08 requires an acquirer to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606. At the acquisition date, it requires an acquirer to account for the related revenue contracts in accordance with Topic 606 as if it had originated the contracts, which should generally result in an acquirer recognizing and measuring the acquired contract assets and contract liabilities consistent with how they were recognized and measured in the acquiree’s financial statements. The Company elected to early adopt ASU 2021-08 as of January 1, 2022. The adoption of ASU 2021-08 did not have a material impact on the Company’s consolidated financial position, operating results or cash flows. |
Fair Value Measurements | Fair Value Measurements As of December 31, 2022, the Company carried cash equivalents, marketable investments and Private Warrants that are measured at fair value on a recurring basis. 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. |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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 1 to 7 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, 2022 2021 Machinery and equipment $ 14,047 $ 7,694 Computer hardware and software 6,797 2,854 Land 1,001 — Leasehold improvements 885 869 Vehicles, including demonstration fleet 3,222 2,421 Furniture and fixtures 818 272 Construction in progress 13,642 3,677 Total property and equipment 40,412 17,787 Accumulated depreciation and amortization (10,152) (6,778) Total property and equipment, net $ 30,260 $ 11,009 |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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 (in thousands): Preliminary Recorded Value Cash and cash equivalents $ 1,063 Accounts receivable 3,311 Contract asset 1,913 Inventories, net 127 Prepaid expenses and other current assets 70 Property and equipment 1,353 Operating lease right-of-use assets 449 Other non-current assets 22 Intangible assets (1) 15,600 Goodwill (2) 15,885 Total assets acquired 39,793 Current and non-current liabilities (5,158) Total liabilities assumed (5,158) Net assets acquired $ 34,635 (1) Tradename was measured using the relief-from-royalty method. The remaining identifiable intangible assets were measured using the income approach. Significant inputs used as part of the valuation of intangible assets include revenue forecasts, present value factors, expected product margins and costs to complete the IPR&D. (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 goodwill recognized included assembled workforce and component cost savings. The entire amount of goodwill is expected to be deductible for tax purposes and is allocated to the ATS segment, which is also deemed the reporting unit. The following table summarizes the 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) 2,244 Total assets acquired 8,176 Current Liabilities (488) Non-current liabilities (1,346) Total liabilities assumed (1,834) 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 (in thousands): Useful Life Preliminary Recorded Value Customer backlog 2 years $ 650 Customer relationships 4 years 2,950 Developed technology 8 years 4,000 In-process research and development (IPR&D) (1) 7,500 Tradename 4 years 500 Total intangible assets $ 15,600 (1) IPR&D intangibles are treated as indefinite-lived until the completion or abandonment of the associated R&D project, at which time the appropriate useful lives will be determined. Identifiable intangible assets recognized: Useful Life Recorded Value Customer relationships 10 years $ 780 Tradename ≤ 1 year 120 Developed technology 10 years 1,750 Total intangible assets $ 2,650 |
Schedule of the impact of Adjustments to the Unaudited Pro Forma | The table below reflects the impact of adjustments to the unaudited pro forma results for the years ended December 31, 2022 and 2021 that are directly attributable to the acquisition (in thousands): December 31, 2022 2021 (Unaudited) (Decrease) / increase to expenses as a result of transaction costs $ (2,582) $ 2,795 (Decrease) / increase to expenses as a result of stock-based compensation expense 4,119 19,593 |
Business Acquisition, Pro Forma Information | The unaudited pro forma information presented below is for informational purposes only and is not necessarily indicative of our consolidated results of operations of the combined business had the acquisition actually occurred at the beginning of fiscal year 2021 or the results of our future operations of the combined businesses (in thousands). December 31, 2022 2021 (Unaudited) Revenue $ 46,422 $ 49,804 Net loss (447,736) (260,813) |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022 2021 2020 Revenue % of Revenue Revenue % of Revenue Revenue % of Revenue Revenue by primary geographical market: North America $ 35,032 86 % $ 23,043 72 % $ 4,010 29 % Asia Pacific 3,703 9 % 2,502 8 % 906 6 % Europe and Middle East 1,963 5 % 6,399 20 % 9,035 65 % Total 40,698 100 % 31,944 100 % 13,951 100 % Revenue by timing of recognition: Recognized at a point in time 17,595 43 % 8,892 28 % 2,639 19 % Recognized over time 23,103 57 % 23,052 72 % 11,312 81 % Total 40,698 100 % 31,944 100 % 13,951 100 % Revenue by segment: Autonomy Solutions 24,353 60 % 28,497 89 % 11,387 82 % ATS 16,345 40 % 3,447 11 % 2,564 18 % Total 40,698 100 % 31,944 100 % 13,951 100 % |
Schedule of Opening and Closing Balances of Contract Liabilities and Significant Changes in Contract Liabilities | The opening and closing balances of contract assets were as follows (in thousands): December 31, 2022 2021 Contract assets, current $ 15,395 $ 9,907 Contract assets, non-current 2,575 — Ending balance $ 17,970 $ 9,907 The significant changes in contract assets balances consisted of the following (in thousands): December 31, 2022 2021 Beginning balance $ 9,907 $ — Amounts billed that were included in the contract assets beginning balance (4,228) — Revenue recognized for performance obligations that have been satisfied but for which amounts have not been billed 12,291 9,907 Ending balance $ 17,970 $ 9,907 The opening and closing balances of contract liabilities were as follows (in thousands): December 31, 2022 2021 Contract liabilities, current $ 1,993 $ 898 Contract liabilities, non-current 1,015 — Ending balance $ 3,008 $ 898 The significant changes in contract liabilities balances consisted of the following (in thousands): December 31, 2022 2021 Beginning balance $ 898 $ 2,284 Revenue recognized that was included in the contract liabilities beginning balance (489) (1,792) Increase due to cash received and not recognized as revenue and billings in excess of revenue recognized during the period 2,599 406 Ending balance $ 3,008 $ 898 |
Investments (Tables)
Investments (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022 and 2021 (in thousands): December 31, 2022 Cost Gross Gross Fair Value U.S. treasury securities $ 191,075 $ 3 $ (2,598) $ 188,480 U.S. agency and government sponsored securities 4,999 — (75) 4,924 Commercial paper 74,755 — (232) 74,523 Corporate bonds 111,123 — (1,214) 109,909 Asset-backed securities 11,945 — (110) 11,835 Total debt securities $ 393,897 $ 3 $ (4,229) $ 389,671 Included in marketable securities $ 393,897 $ 3 $ (4,229) $ 389,671 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 |
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, 2022 and 2021 (in thousands): December 31, 2022 December 31, 2021 Gross Fair Value Gross Fair Value U.S. treasury securities $ (2,598) $ 158,888 $ (474) $ 146,454 U.S. agency and government sponsored securities (75) 4,924 (25) 4,970 Commercial paper (232) 74,523 (4) 30,285 Corporate bonds (1,214) 109,909 (345) 145,522 Asset-backed securities (110) 11,835 (74) 45,251 Total $ (4,229) $ 360,079 $ (922) $ 372,482 |
Schedule of Equity Investments Included in Marketable Securities | The Company’s equity investments consisted of the following as of December 31, 2022 and 2021 (in thousands): December 31, Consolidated Balance Sheets Location 2022 2021 Money market funds (1) Cash and cash equivalents $ 42,056 $ 25,654 Marketable equity investments (1) Marketable securities 29,643 44,216 Non-marketable equity investment measured using the measurement alternative (2) Other non-current assets 4,000 10,002 $ 75,699 $ 79,872 (1) Investments with readily determinable fair values. (2) Investment in privately held company without readily determinable fair value. |
Financial Statement Components
Financial Statement Components (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022 2021 Cash $ 27,496 $ 303,373 Money market funds 42,056 25,654 Commercial paper — 950 Total cash and cash equivalents $ 69,552 $ 329,977 |
Schedule of Inventory | Inventory consisted of the following (in thousands): December 31, 2022 2021 Raw materials $ 3,614 $ 5,866 Work-in-process 2,329 1,171 Finished goods 2,849 3,305 Total inventory $ 8,792 $ 10,342 |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consisted of the following (in thousands): December 31, 2022 2021 Prepaid expenses $ 15,653 $ 14,651 Contract assets 15,395 9,907 Advance payments to vendors 7,919 1,810 Other receivables 5,236 2,827 Total prepaid expenses and other current assets $ 44,203 $ 29,195 |
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 1 to 7 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, 2022 2021 Machinery and equipment $ 14,047 $ 7,694 Computer hardware and software 6,797 2,854 Land 1,001 — Leasehold improvements 885 869 Vehicles, including demonstration fleet 3,222 2,421 Furniture and fixtures 818 272 Construction in progress 13,642 3,677 Total property and equipment 40,412 17,787 Accumulated depreciation and amortization (10,152) (6,778) Total property and equipment, net $ 30,260 $ 11,009 |
Schedule of Intangible Assets | The following table summarizes the activity in the Company’s intangible assets (in thousands): December 31, 2022 2021 Beginning of the period $ 2,424 $ — Additions 21,890 2,650 Amortization (2,237) (226) End of the period $ 22,077 $ 2,424 December 31, 2022 December 31, 2021 Gross Accumulated Net Weighted Average Gross Accumulated Net Weighted Average Customer relationships $ 3,730 $ (664) $ 3,066 4.4 $ 780 $ (33) $ 747 9.6 Customer backlog 650 (292) 358 0.9 — — — — Tradename 620 (214) 406 3.3 120 (120) — — Assembled workforce 130 (130) — — — — — — Developed technology 11,910 (1,163) 10,747 7.5 1,750 (73) 1,677 9.6 IPR&D 7,500 — 7,500 — — — — — Total intangible assets $ 24,540 $ (2,463) $ 22,077 6.6 $ 2,650 $ (226) $ 2,424 9.6 |
Schedule of Future Amortization Expense | As of December 31, 2022, the expected future amortization expense for intangible assets was as follows (in thousands): Period Expected Future 2023 $ 2,730 2024 2,373 2025 2,373 2026 1,726 2027 1,510 Thereafter 3,865 IPR&D 7,500 Total $ 22,077 |
Schedule of Goodwill | The carrying amount of goodwill allocated to the Company’s reportable segments was as follows (in thousands): Autonomy Solutions ATS Total Balance as of December 31, 2021 $ 687 $ 2,423 $ 3,110 Acquired goodwill related to Freedom Photonics in 2022 — 15,885 15,885 Purchase accounting adjustments — (179) (179) Balance as of December 31, 2022 $ 687 $ 18,129 $ 18,816 |
Schedule of Other Noncurrent Assets | Other non-current assets consisted of the following (in thousands): December 31, 2022 2021 Security deposits $ 5,495 $ 1,187 Non-marketable equity investment 4,000 10,002 Advance payment for capital projects 27,683 — Contract assets 2,575 — Other non-current assets 591 1,266 Total other non-current assets $ 40,344 $ 12,455 |
Schedule of Accrued and Other Current Liabilities | Accrued and other current liabilities consisted of the following (in thousands): December 31, 2022 2021 Accrued compensation and benefits $ 16,682 $ 9,899 Accrued expenses 22,358 6,727 Warranty reserves 3,584 1,798 Contract liabilities 1,993 898 Accrued interest payable 359 316 Contract losses 7,526 115 Other 460 91 Total accrued and other current liabilities $ 52,962 $ 19,844 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Net Carrying Amount | The net carrying amount of the Convertible Senior Notes was as follows (in thousands): December 31, 2022 2021 Principal $ 625,000 $ 625,000 Unamortized debt discount and issuance costs (12,808) (16,043) Net carrying amount $ 612,192 $ 608,957 |
Schedule of Interest Expense | The following table sets forth the interest expense recognized related to the Convertible Senior Notes (in thousands): Year Ended December 31 2022 2021 Contractual interest expense $ 7,812 $ 316 Amortization of debt discount and issuance costs 3,236 135 Total interest expense $ 11,048 $ 451 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Changes in Level 3 Liabilities Measured at Fair Value | The following table presents changes in Level 3 liabilities relating to Private Warrants measured at fair value (in thousands): Private Balance as of December 31, 2021 $ 31,230 Change in fair value prior to exercises 4,713 Reduction in liability due to exercises (19,003) Change in fair value of outstanding warrants (13,935) Balance as of December 31, 2022 $ 3,005 |
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 $ 42,056 $ — $ — $ 42,056 Total cash equivalents $ 42,056 $ — $ — $ 42,056 Marketable investments: U.S. treasury securities $ 188,480 $ — $ — $ 188,480 U.S. agency and government sponsored securities — 4,924 — 4,924 Commercial paper — 74,523 — 74,523 Corporate bonds — 109,909 — 109,909 Asset-backed securities — 11,835 — 11,835 Marketable equity investments 29,643 — — 29,643 Total marketable investments $ 218,123 $ 201,191 $ — $ 419,314 Liabilities: Private Warrants — — 3,005 3,005 Total warrant liabilities $ — $ — $ 3,005 $ 3,005 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 securities $ 161,465 $ — $ — $ 161,465 U.S. agency and government sponsored securities — 4,970 — 4,970 Commercial paper — 39,834 — 39,834 Corporate bonds — 165,190 — 165,190 Asset-backed securities — 46,466 — 46,466 Marketable equity investments 44,216 — — 44,216 Total marketable investments $ 205,681 $ 256,460 $ — $ 462,141 Liabilities: Private Warrants — — 31,230 31,230 Total warrant liabilities $ — $ — $ 31,230 $ 31,230 |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022, 2021, and 2020 as follows: (in thousands, except for share and per share amounts): December 31, 2022 2021 2020 Numerator: Net loss $ (445,939) $ (237,986) $ (362,298) Deemed dividend attributable to BCF accretion — — (6,757) Net loss attributable to common shareholders $ (445,939) $ (237,986) $ (369,055) Denominator: Weighted average Common shares outstanding- Basic 356,265,774 346,300,975 145,096,996 Weighted average Common shares outstanding- Diluted 356,265,774 346,300,975 145,096,996 Net loss per shares attributable to Common shareholders- Basic and Diluted $ (1.25) $ (0.69) $ (2.54) |
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, 2022 2021 2020 Warrants 5,757,549 7,166,301 24,089,255 Stock-based awards—Equity classified 33,372,534 24,156,973 18,003,962 Stock-based awards—Liability classified 14,302,723 2,401,648 — Vendor stock-in-lieu of cash program 3,162,879 1,659,510 — Convertible Senior Notes 31,279,716 31,279,716 — Earn-out shares 8,606,717 8,606,717 25,818,744 Total 96,482,118 75,270,865 67,911,961 |
Stockholders_ Equity (Deficit)
Stockholders’ Equity (Deficit) (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022 was as follows: Shares Weighted Average Outstanding as of December 31, 2021 1,500,000 $ 15.72 Granted 8,824,385 9.93 Vested (9,277,234) 10.65 Outstanding as of December 31, 2022 1,047,151 11.90 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock Option Activity | A summary of the Company’s stock option activity for the year ended December 31, 2022 was as follows (in thousands, except years and per share data): Number of Weighted- Weighted- Aggregate Outstanding as of December 31, 2021 11,507,643 $ 1.72 Exercised (2,370,989) 1.67 Cancelled/Forfeited (973,804) 1.67 Outstanding as of December 31, 2022 8,162,850 1.74 7.03 $ 26,763 Vested and exercisable as of December 31, 2022 5,472,821 1.73 6.95 $ 17,654 Vested and expected to vest as of December 31, 2022 8,162,850 1.74 7.03 $ 26,763 |
Schedule of Restricted Stock Activity | The Company’s RSAs activity for the year ended December 31, 2022 was as follows: Shares Weighted Average Outstanding as of December 31, 2021 666,298 1.21 Forfeited (18,476) 1.23 Vested (583,336) 1.20 Outstanding as of December 31, 2022 64,486 1.29 The Company’s RSUs activity for the year ended December 31, 2022 was as follows: Shares Weighted Average Outstanding as of December 31, 2021 11,983,032 19.56 Granted 23,213,889 10.29 Forfeited (2,069,915) 16.15 Vested (7,532,971) 15.40 Outstanding as of December 31, 2022 25,594,035 12.66 |
Schedule of Employee Stock Purchase Plan, Valuation Assumptions | The assumptions used to value purchase rights under the ESPP during the year ended December 31, 2022 were as follows: May 16, 2022 November 16, 2022 Expect term (years) 0.5 0.5 Volatility 82.3% 93.5% Risk-free interest rate 1.54% 4.54% Dividend yield —% —% |
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, 2022 2021 2020 Equity Classified Awards: Stock options $ 2,666 $ 5,137 $ 3,179 RSAs 293 1,682 5,532 RSUs 129,992 60,191 — ESPP 714 — — Liability Classified Awards: Equity settled fixed value 7,545 3,826 — Optogration 10,894 6,114 — Freedom Photonics 7,633 — — Solfice 410 — — Other 2,258 734 — Total $ 162,405 $ 77,684 $ 8,711 Stock-based compensation expense by function was as follows (in thousands): Year Ended December 31, 2022 2021 2020 Cost of sales $ 7,680 $ 6,422 $ 309 Research and development 40,898 20,216 2,098 Sales and marketing 15,814 4,546 414 General and administrative 98,013 46,500 5,890 Total $ 162,405 $ 77,684 $ 8,711 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Schedule of Components of Lease Expenses, Supplemental Cash Flow Information, Weighted Average Remaining Terms, and Weighted Average Discount Rates | The components of lease expenses were as follows (in thousands): Year Ended December 31, 2022 December 31, 2021 Operating lease cost $ 6,533 $ 4,654 Variable lease cost 2,230 1,703 Total operating lease cost $ 8,763 $ 6,357 Supplemental cash flow information related to leases was as follows (in thousands): Year Ended December 31, 2022 December 31, 2021 Cash paid for amounts included in the measurement of lease liabilities: Cash paid for operating leases included in operating activities $ (6,070) $ (4,609) Right of use assets obtained in exchange for lease obligations: Operating leases 16,749 2,876 Weighted average remaining terms were as follows (in years): December 31, 2022 December 31, 2021 Weighted average remaining lease term Operating leases 4.43 2.95 Weighted average discount rates were as follows: December 31, 2022 December 31, 2021 Weighted average discount rate Operating leases 5.45 % 2.80 % |
Schedule of Supplemental Balance Sheet Information | Supplemental balance sheet information related to leases was as follows (in thousands): December 31, 2022 December 31, 2021 Operating leases: Operating lease right-of-use assets $ 21,244 $ 9,145 Operating lease liabilities: Operating lease liabilities, current $ 5,953 $ 4,735 Operating lease liabilities, non-current 16,989 5,768 Total operating lease liabilities $ 22,942 $ 10,503 |
Schedule of Maturities of Lease Liabilities | Maturities of lease liabilities were as follows (in thousands): Year Ending December 31, Operating Leases 2023 $ 6,190 2024 5,123 2025 5,193 2026 4,732 2027 3,927 Thereafter 1,149 Total lease payments 26,314 Less: imputed interest (3,372) Total leases liabilities $ 22,942 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Loss Before Provision for (Benefit from) Income Taxes | The following table presents components of loss before provision for (benefit from) income taxes for the periods presented (in thousands): Year Ended December 31, 2022 2021 2020 United States $ (445,720) $ (239,855) $ (362,338) International 453 607 40 Loss before provision for (benefit from) income taxes $ (445,267) $ (239,248) $ (362,298) |
Schedule of Provision for Benefit From Income Taxes | Provision for (benefit from) income taxes for the periods presented consisted of (in thousands): Year Ended December 31, 2022 2021 2020 Current: Foreign 440 — — Total current: 440 — — Deferred: U.S. federal 204 (1,262) — U.S. state 28 — — Total deferred: 232 (1,262) — Total provision for (benefit from) income taxes $ 672 $ (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, 2022 2021 2020 U.S. federal provision at statutory rate 21.0 % 21.0 % 21.0 % State income taxes 5.7 4.4 0.7 Tax credits 2.4 1.5 0.6 Fair value of financial instruments 0.4 (2.3) (15.6) Stock-based compensation expense (3.4) 2.0 (0.4) Executive compensation (0.8) (1.1) 0.0 Other permanent items 0.2 (0.3) 0.0 Uncertain tax benefits (1.4) (0.8) (0.3) Change in valuation allowance (24.3) (24.0) (6.0) Effective tax rate (0.2 %) 0.4 % 0.0 % |
Schedule of Deferred Tax Assets and Liabilities | The Company’s deferred income tax assets and liabilities as of December 31, 2022 and 2021 were as follows (in thousands): Year Ended December 31, 2022 2021 Deferred tax assets: Net operating loss carry forward $ 161,881 $ 120,544 Tax credits 16,322 6,296 Accruals and reserves 3,309 — Stock-based compensation expense 14,535 6,944 Lease liability (ASC 842) 6,268 2,622 Section 174 R&D capitalization 43,240 — Inventory reserves 1,961 617 Depreciation and amortization 2,170 — Other 20 15 Total deferred tax assets 249,706 137,038 Valuation allowance (243,811) (130,569) Total deferred tax asset 5,895 6,469 Deferred tax liabilities: Depreciation and amortization — 1,185 Prepaid expenses — 2,983 Other 162 — ROU asset (ASC 842) 5,801 2,301 Total deferred tax liabilities 5,963 6,469 Net deferred tax assets (liabilities) $ (68) $ — |
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, 2022 2021 2020 Unrecognized tax benefits as of the beginning of the year $ 6,296 $ 3,975 $ 2,397 Increases related to prior year tax positions — 535 327 Decreases related to prior year tax provisions (3,723) — — Increase related to current year tax positions 6,031 1,786 1,251 Unrecognized tax benefits as of the end of the year $ 8,604 $ 6,296 $ 3,975 |
Segment and Customer Concentr_2
Segment and Customer Concentration Information (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022 Autonomy ATS Total Eliminations (1) Total Revenue: Revenues from external customers $ 24,353 $ 16,345 $ 40,698 $ — $ 40,698 Revenues from internal customer 14,748 12,485 27,233 (27,233) — Total Revenue $ 39,101 $ 28,830 $ 67,931 $ (27,233) $ 40,698 Depreciation and amortization $ 4,110 $ 2,456 $ 6,566 $ — $ 6,566 Operating gain (loss) (412,673) (29,394) (442,067) (335) (442,402) Other significant items: Segment assets 752,088 60,529 812,617 (125,290) 687,327 Inventories, net 8,664 474 9,138 (346) 8,792 Year ended December 31, 2021 Autonomy ATS 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 ATS 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 (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 - Segment Information (Details) | 12 Months Ended |
Dec. 31, 2022 operating_segment | |
Accounting Policies [Abstract] | |
Number of operating segments | 2 |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies - Concentration of Credit Risk (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Concentration Risk [Line Items] | ||
Cash held in foreign entities | $ 0 | $ 0 |
Customer One | Accounts Receivable | Customer Concentration Risk | ||
Concentration Risk [Line Items] | ||
Percentage of accounts receivable (as percent) | 23% | 39% |
Customer Two | Accounts Receivable | Customer Concentration Risk | ||
Concentration Risk [Line Items] | ||
Percentage of accounts receivable (as percent) | 27% | 31% |
Customer Three | Accounts Receivable | Customer Concentration Risk | ||
Concentration Risk [Line Items] | ||
Percentage of accounts receivable (as percent) | 11% |
Basis of Presentation and Sum_6
Basis of Presentation and Summary of Significant Accounting Policies - Property and Equipment (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Machinery and equipment | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life (in years) | 1 year | |
Machinery and equipment | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life (in years) | 7 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, including demonstration fleet | ||
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 | |
Tooling | ||
Property, Plant and Equipment [Line Items] | ||
Capitalized costs | $ 0 | $ 0 |
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 |
Basis of Presentation and Sum_7
Basis of Presentation and Summary of Significant Accounting Policies - Intangible Assets and Goodwill (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
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_8
Basis of Presentation and Summary of Significant Accounting Policies - Impairment of Long-Lived Assets (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Impairment of long-lived assets | $ 0 | $ 0 |
Basis of Presentation and Sum_9
Basis of Presentation and Summary of Significant Accounting Policies - Public and Private Warrants (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||||
Feb. 05, 2019 | Apr. 30, 2022 | Jan. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Class of Warrant or Right [Line Items] | |||||||
Percentage of Class A shareholders | 50% | ||||||
Proceeds from exercise of warrants | $ 0 | $ 153,927 | $ 0 | ||||
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 | ||||||
Share per warrant (in shares) | 1 | ||||||
Warrants outstanding (in shares) | 1,668,269 | 3,077,021 | 6,666,666 | ||||
Warrants exercised (in shares) | 19,223 | 1,389,529 | 3,589,645 | ||||
Shares issued for exercise of warrants (in shares) | 4,387 | 401,365 | |||||
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 | ||||||
Share per warrant (in shares) | 1 | ||||||
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 | ||||||
Share per warrant (in shares) | 1 | ||||||
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 | 1 Months Ended | 12 Months Ended | ||||||||
Jun. 15, 2022 USD ($) | Apr. 13, 2022 USD ($) | Aug. 11, 2021 triggeringEvent $ / shares shares | Aug. 03, 2021 USD ($) | Dec. 02, 2020 USD ($) triggeringEvent $ / shares shares | Aug. 31, 2022 USD ($) shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2020 USD ($) shares | Dec. 31, 2019 shares | |
Business Acquisition [Line Items] | ||||||||||
Stock consideration | $ | $ 0 | $ 6,527 | $ 0 | |||||||
Optogration milestone awards | $ | $ 11,751 | |||||||||
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 | |||||||||
Class A Common Stock | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Common stock, shares issued (in shares) | 218,818,037 | 291,942,087 | 266,076,525 | |||||||
Common stock, shares outstanding (in shares) | 218,818,037 | 270,078,637 | 250,812,764 | |||||||
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 | Common Stock | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Optogration milestone awards (in shares) | 1,632,056 | |||||||||
Common stock, shares outstanding (in shares) | 291,942,087 | 266,076,525 | 218,818,037 | 139,635,890 | ||||||
Shares issued to acquiree shareholders (in shares) | 49,981,349 | |||||||||
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 B Common Stock | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Common stock, shares issued (in shares) | 105,118,203 | 97,088,670 | 97,088,670 | |||||||
Common stock, shares outstanding (in shares) | 105,118,203 | 97,088,670 | 97,088,670 | |||||||
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 | 97,088,670 | 105,118,203 | 0 | ||||||
Freedom Photonics | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Stock consideration | $ | $ 34,600 | |||||||||
Purchase price includes working capital adjustments | $ | 400 | |||||||||
Merger related expenses incurred | $ | $ 1,400 | |||||||||
Freedom Photonics | Class A Common Stock | Common Stock | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Shares issued to acquiree shareholders (in shares) | 2,176,205 | |||||||||
Solfice | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Aggregate consideration transferred | $ | $ 6,300 | |||||||||
Solfice | Class A Common Stock | Common Stock | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Shares issued to acquiree shareholders (in shares) | 374,193 | |||||||||
Optogration, Inc. | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Stock consideration | $ | $ 6,300 | |||||||||
Contingent stock consideration | $ | 22,000 | |||||||||
Optogration, Inc. | Class A Common Stock | Common Stock | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Shares issued to acquiree shareholders (in shares) | 370,034 | |||||||||
Optogration Milestone Awards | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Contingent stock consideration | $ | $ 22,000 | |||||||||
Optogration Milestone Awards | Class A Common Stock | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Optogration milestone awards (in shares) | 1,632,056 | |||||||||
Optogration milestone awards | $ | $ 11,000 | |||||||||
Optogration milestone awards, remaining obligations | $ | $ 11,000 | |||||||||
Gores Metropoulos | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Transaction costs | $ | $ 17,200 | |||||||||
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 | |||||||||
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 | |||||||||
Gores Metropoulos | Class A Common Stock | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Earn-out shares issued (in shares) | 10,242,703 | |||||||||
Earn-out shares remaining (in shares) | 5,121,484 | |||||||||
Gores Metropoulos | Class A Common Stock | Common Stock | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Shares issued to acquiree shareholders (in shares) | 49,981,349 | |||||||||
Gores Metropoulos | Class A Common Stock | Period of Time, One | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Share price (in dollars per share) | $ / shares | $ 13 | |||||||||
Gores Metropoulos | Class A Common Stock | Period of Time, Two | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Share price (in dollars per share) | $ / shares | 16 | |||||||||
Gores Metropoulos | Class A Common Stock | Period of Time, Three | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Share price (in dollars per share) | $ / shares | 19 | |||||||||
Gores Metropoulos | Class A Common Stock | Period of Time, Four | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Share price (in dollars per share) | $ / shares | 22 | |||||||||
Gores Metropoulos | Class A Common Stock | Period of Time, Five | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Share price (in dollars per share) | $ / shares | 25 | |||||||||
Gores Metropoulos | Class A Common Stock | Period of Time, Six | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Share price (in dollars per share) | $ / shares | $ 28 | |||||||||
Gores Metropoulos | Class B Common Stock | ||||||||||
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, 2022 | Apr. 13, 2022 | Dec. 31, 2021 | Aug. 03, 2021 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 18,816 | $ 3,110 | ||
Freedom Photonics | ||||
Business Acquisition [Line Items] | ||||
Cash and cash equivalents | $ 1,063 | |||
Accounts receivable | 3,311 | |||
Contract asset | 1,913 | |||
Inventories, net | 127 | |||
Other current assets | 70 | |||
Property and equipment | 1,353 | |||
Operating lease right-of-use assets | 449 | |||
Other non-current assets | 22 | |||
Total intangible assets | 15,600 | |||
Goodwill | 15,885 | |||
Total assets acquired | 39,793 | |||
Current and non-current liabilities | (5,158) | |||
Total liabilities assumed | (5,158) | |||
Net assets acquired | $ 34,635 | |||
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 | 2,244 | |||
Total assets acquired | 8,176 | |||
Current Liabilities | (488) | |||
Non-current liabilities | (1,346) | |||
Total liabilities assumed | (1,834) | |||
Net assets acquired | $ 6,342 |
Business Combinations - Compone
Business Combinations - Components of Intangible Assets and Estimated Useful Lives (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Apr. 13, 2022 | Aug. 03, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Maximum | ||||
Business Acquisition [Line Items] | ||||
Weighted Average Remaining Period (Years) | 10 years | |||
Freedom Photonics | ||||
Business Acquisition [Line Items] | ||||
Total intangible assets | $ 15,600 | |||
Freedom Photonics | Customer backlog | ||||
Business Acquisition [Line Items] | ||||
Recorded Value | $ 650 | |||
Freedom Photonics | Customer backlog | Maximum | ||||
Business Acquisition [Line Items] | ||||
Weighted Average Remaining Period (Years) | 2 years | |||
Freedom Photonics | Customer relationships | ||||
Business Acquisition [Line Items] | ||||
Weighted Average Remaining Period (Years) | 4 years | |||
Recorded Value | $ 2,950 | |||
Freedom Photonics | Developed technology | ||||
Business Acquisition [Line Items] | ||||
Weighted Average Remaining Period (Years) | 8 years | |||
Recorded Value | $ 4,000 | |||
Freedom Photonics | IPR&D | ||||
Business Acquisition [Line Items] | ||||
Recorded Value | $ 7,500 | |||
Freedom Photonics | Tradename | ||||
Business Acquisition [Line Items] | ||||
Weighted Average Remaining Period (Years) | 4 years | |||
Recorded Value | $ 500 | |||
Optogration, Inc. | ||||
Business Acquisition [Line Items] | ||||
Weighted Average Remaining Period (Years) | 6 years 7 months 6 days | 9 years 7 months 6 days | ||
Total intangible assets | $ 2,650 | |||
Optogration, Inc. | Customer backlog | ||||
Business Acquisition [Line Items] | ||||
Weighted Average Remaining Period (Years) | 10 months 24 days | |||
Recorded Value | $ 650 | $ 0 | ||
Optogration, Inc. | Customer relationships | ||||
Business Acquisition [Line Items] | ||||
Weighted Average Remaining Period (Years) | 10 years | 4 years 4 months 24 days | 9 years 7 months 6 days | |
Recorded Value | $ 3,730 | $ 780 | ||
Optogration, Inc. | Developed technology | ||||
Business Acquisition [Line Items] | ||||
Weighted Average Remaining Period (Years) | 10 years | 7 years 6 months | 9 years 7 months 6 days | |
Recorded Value | $ 11,910 | $ 1,750 | ||
Optogration, Inc. | Tradename | ||||
Business Acquisition [Line Items] | ||||
Weighted Average Remaining Period (Years) | 1 year | 3 years 3 months 18 days | ||
Recorded Value | $ 620 | $ 120 |
Business Combinations - Impact
Business Combinations - Impact of Adjustments to the Unaudited Pro Forma (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | |
Acquisition-related Costs | |||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | |||
(Decrease) / increase to expenses as a result of transaction costs and stock-based compensation expense | $ (2,582) | $ 2,795 | |
Transaction costs | $ 2,800 | ||
Stock Based Compensation Costs | |||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | |||
(Decrease) / increase to expenses as a result of transaction costs and stock-based compensation expense | $ 4,119 | $ 19,593 |
Business Combinations - Unaudit
Business Combinations - Unaudited Pro Forma (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | ||
Revenue | $ 46,422 | $ 49,804 |
Net loss | $ (447,736) | $ (260,813) |
Revenue - Schedule of Disaggreg
Revenue - Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | |||
Revenue | $ 40,698 | $ 31,944 | $ 13,951 |
Revenue from contract with customer benchmark | Geographic Concentration Risk | |||
Disaggregation of Revenue [Line Items] | |||
Percentage of revenue (as percent) | 100% | 100% | 100% |
Revenue from contract with customer benchmark | Revenue Recognition Timing Concentration Risk | |||
Disaggregation of Revenue [Line Items] | |||
Percentage of revenue (as percent) | 100% | 100% | 100% |
Revenue from contract with customer benchmark | Segment Concentration Risk | |||
Disaggregation of Revenue [Line Items] | |||
Percentage of revenue (as percent) | 100% | 100% | 100% |
Autonomy Solutions | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | $ 24,353 | $ 28,497 | $ 11,387 |
Autonomy Solutions | Revenue from contract with customer benchmark | Segment Concentration Risk | |||
Disaggregation of Revenue [Line Items] | |||
Percentage of revenue (as percent) | 60% | 89% | 82% |
ATS | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | $ 16,345 | $ 3,447 | $ 2,564 |
ATS | Revenue from contract with customer benchmark | Segment Concentration Risk | |||
Disaggregation of Revenue [Line Items] | |||
Percentage of revenue (as percent) | 40% | 11% | 18% |
Recognized at a point in time | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | $ 17,595 | $ 8,892 | $ 2,639 |
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) | 43% | 28% | 19% |
Recognized over time | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | $ 23,103 | $ 23,052 | $ 11,312 |
Recognized over time | Revenue from contract with customer benchmark | Revenue Recognition Timing Concentration Risk | |||
Disaggregation of Revenue [Line Items] | |||
Percentage of revenue (as percent) | 57% | 72% | 81% |
North America | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | $ 35,032 | $ 23,043 | $ 4,010 |
North America | Revenue from contract with customer benchmark | Geographic Concentration Risk | |||
Disaggregation of Revenue [Line Items] | |||
Percentage of revenue (as percent) | 86% | 72% | 29% |
Asia Pacific | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | $ 3,703 | $ 2,502 | $ 906 |
Asia Pacific | Revenue from contract with customer benchmark | Geographic Concentration Risk | |||
Disaggregation of Revenue [Line Items] | |||
Percentage of revenue (as percent) | 9% | 8% | 6% |
Europe and Middle East | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | $ 1,963 | $ 6,399 | $ 9,035 |
Europe and Middle East | Revenue from contract with customer benchmark | Geographic Concentration Risk | |||
Disaggregation of Revenue [Line Items] | |||
Percentage of revenue (as percent) | 5% | 20% | 65% |
Revenue - Narrative (Details)
Revenue - Narrative (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 02, 2020 shares | Mar. 31, 2020 USD ($) tranche $ / shares shares | |
Class of Warrant or Right [Line Items] | |||||
Fair value of warrants outstanding | $ 3,005 | $ 31,230 | |||
Change in fair value of warrant liabilities | (9,222) | 26,126 | $ 268,266 | ||
Contract assets | 17,970 | 9,907 | 0 | ||
Contract liabilities | $ 3,008 | 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 Opening a
Revenue - Schedule of Opening and Closing Balances of Contract Assets and Contract Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Contract With Customer Asset [Roll Forward] | |||
Contract assets, current | $ 15,395 | $ 9,907 | |
Contract assets, non-current | 2,575 | 0 | |
Contract with customer, asset, total | 17,970 | 9,907 | $ 0 |
Contract with Customer, Liability [Roll Forward] | |||
Contract liabilities, current | 1,993 | 898 | |
Contract liabilities, non-current | 1,015 | 0 | |
Contract with customer, liability, total | $ 3,008 | $ 898 | $ 2,284 |
Revenue - Schedule of Significa
Revenue - Schedule of Significant Changes in Contract Assets and Contract Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Contract With Customer Asset [Roll Forward] | ||
Beginning balance | $ 9,907 | $ 0 |
Amounts billed that were included in the contract assets beginning balance | (4,228) | 0 |
Revenue recognized for performance obligations that have been satisfied but for which amounts have not been billed | 12,291 | 9,907 |
Ending balance | 17,970 | 9,907 |
Contract with Customer, Liability [Roll Forward] | ||
Beginning balance | 898 | 2,284 |
Revenue recognized that was included in the contract liabilities beginning balance | (489) | (1,792) |
Increase due to cash received and not recognized as revenue and billings in excess of revenue recognized during the period | 2,599 | 406 |
Ending balance | $ 3,008 | $ 898 |
Revenue - Remaining Performance
Revenue - Remaining Performance Obligations (Details) - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 $ in Millions | Dec. 31, 2022 USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | $ 39.7 |
Revenue, remaining performance obligation, percentage | 82% |
Revenue, remaining performance obligation, period | 12 months |
Investments - Amortized Cost (D
Investments - Amortized Cost (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Securities, Available-for-sale [Line Items] | ||
Cost | $ 393,897 | $ 419,783 |
Gross Unrealized Gains | 3 | 14 |
Gross Unrealized Losses | (4,229) | (922) |
Fair Value | 389,671 | 418,875 |
Included in cash and cash equivalents | ||
Debt Securities, Available-for-sale [Line Items] | ||
Cost | 950 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | 0 | |
Fair Value | 950 | |
Included in marketable securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Cost | 393,897 | 418,833 |
Gross Unrealized Gains | 3 | 14 |
Gross Unrealized Losses | (4,229) | (922) |
Fair Value | 389,671 | 417,925 |
U.S. treasury securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Cost | 191,075 | 161,938 |
Gross Unrealized Gains | 3 | 1 |
Gross Unrealized Losses | (2,598) | (474) |
Fair Value | 188,480 | 161,465 |
U.S. agency and government sponsored securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Cost | 4,999 | 4,995 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | (75) | (25) |
Fair Value | 4,924 | 4,970 |
Commercial paper | ||
Debt Securities, Available-for-sale [Line Items] | ||
Cost | 74,755 | 40,788 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | (232) | (4) |
Fair Value | 74,523 | 40,784 |
Corporate bonds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Cost | 111,123 | 165,522 |
Gross Unrealized Gains | 0 | 13 |
Gross Unrealized Losses | (1,214) | (345) |
Fair Value | 109,909 | 165,190 |
Asset-backed securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Cost | 11,945 | 46,540 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | (110) | (74) |
Fair Value | $ 11,835 | $ 46,466 |
Investments - Continuous Loss P
Investments - Continuous Loss Position (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Securities, Available-for-sale [Line Items] | ||
Gross Unrealized Losses | $ (4,229) | $ (922) |
Fair Value | 360,079 | 372,482 |
U.S. treasury securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Gross Unrealized Losses | (2,598) | (474) |
Fair Value | 158,888 | 146,454 |
U.S. agency securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Gross Unrealized Losses | (75) | (25) |
Fair Value | 4,924 | 4,970 |
Commercial paper | ||
Debt Securities, Available-for-sale [Line Items] | ||
Gross Unrealized Losses | (232) | (4) |
Fair Value | 74,523 | 30,285 |
Corporate bonds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Gross Unrealized Losses | (1,214) | (345) |
Fair Value | 109,909 | 145,522 |
Asset-backed securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Gross Unrealized Losses | (110) | (74) |
Fair Value | $ 11,835 | $ 45,251 |
Investments - Narrative (Detail
Investments - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
Debt Securities, Available-for-sale [Line Items] | |||
Available-for-sale securities in excess of fair value | $ 4,229 | $ 922 | $ 4,229 |
Robotic Research OpCo, LLC | |||
Debt Securities, Available-for-sale [Line Items] | |||
Investment in Robotic Research, percentage of capitalization (percent, less than) | 5% | ||
Impairment charges | $ 6,000 | ||
ECARX Holdings Inc., | |||
Debt Securities, Available-for-sale [Line Items] | |||
Investment in Robotic Research, percentage of capitalization (percent, less than) | 5% | 5% | |
Class A Preferred Units | Robotic Research OpCo, LLC | |||
Debt Securities, Available-for-sale [Line Items] | |||
Sale of stock (in shares) | 1,495 | ||
Class A Preferred Units | ECARX Holdings Inc., | |||
Debt Securities, Available-for-sale [Line Items] | |||
Sale of stock (in shares) | 1,500,000 | ||
Class A Common Stock | Robotic Research OpCo, LLC | |||
Debt Securities, Available-for-sale [Line Items] | |||
Stock consideration | $ 10,000 | ||
Common stock, shares issued (in shares) | 618,924 | ||
Class A Common Stock | ECARX Holdings Inc., | |||
Debt Securities, Available-for-sale [Line Items] | |||
Stock consideration | $ 15,000 | ||
Common stock, shares issued (in shares) | 2,030,374 |
Investments - Schedule of Equit
Investments - Schedule of Equity Investments (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Securities, Available-for-sale [Line Items] | ||
Marketable equity investments | $ 75,699 | $ 79,872 |
Money market funds | Cash and cash equivalents | ||
Debt Securities, Available-for-sale [Line Items] | ||
Marketable equity investments | 42,056 | 25,654 |
Marketable equity investments | Marketable securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Marketable equity investments | 29,643 | 44,216 |
Non-Marketable Equity Investment | Other non-current assets | ||
Debt Securities, Available-for-sale [Line Items] | ||
Non-marketable equity investment measured using the measurement alternative | $ 4,000 | $ 10,002 |
Financial Statement Component_2
Financial Statement Components - Cash and Cash Equivalents (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Cash | $ 27,496 | $ 303,373 |
Money market funds | 42,056 | 25,654 |
Commercial paper | 0 | 950 |
Total cash and cash equivalents | $ 69,552 | $ 329,977 |
Financial Statement Component_3
Financial Statement Components - Inventory (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Raw materials | $ 3,614 | $ 5,866 | |
Work-in-process | 2,329 | 1,171 | |
Finished goods | 2,849 | 3,305 | |
Total inventory | 8,792 | 10,342 | $ 3,613 |
Inventory write-downs | $ 12,154 | $ 2,918 | $ 4,407 |
Financial Statement Component_4
Financial Statement Components - Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Prepaid expenses | $ 15,653 | $ 14,651 |
Contract assets, current | 15,395 | 9,907 |
Advance payments to vendors | 7,919 | 1,810 |
Other receivables | 5,236 | 2,827 |
Total prepaid expenses and other current assets | $ 44,203 | $ 29,195 |
Financial Statement Component_5
Financial Statement Components - Property and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | $ 40,412 | $ 17,787 | |
Accumulated depreciation and amortization | (10,152) | (6,778) | |
Total property and equipment, net | 30,260 | 11,009 | |
Depreciation and amortization | 4,300 | 3,900 | $ 2,500 |
Machinery and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 14,047 | 7,694 | |
Computer hardware and software | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 6,797 | 2,854 | |
Land | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 1,001 | 0 | |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 885 | 869 | |
Vehicles, including demonstration fleet | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 3,222 | 2,421 | |
Furniture and fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 818 | 272 | |
Construction in progress | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | $ 13,642 | $ 3,677 |
Financial Statement Component_6
Financial Statement Components - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Aug. 03, 2021 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Intangible Assets (Including Goodwill) [Roll Forward] | |||||
Beginning of the period | $ 2,424 | $ 2,424 | $ 0 | ||
Additions | 2,650 | 21,890 | |||
Amortization | $ (226) | (2,237) | |||
End of the period | 22,077 | 2,424 | $ 0 | ||
Intangible assets, net | 22,077 | 2,424 | |||
Optogration, Inc. | |||||
Intangible Assets (Including Goodwill) [Roll Forward] | |||||
Amortization | (2,200) | (200) | $ 0 | ||
Accumulated Amortization | (2,463) | $ (226) | |||
Net Carrying Amount | $ 22,077 | ||||
Weighted Average Remaining Period (Years) | 6 years 7 months 6 days | 9 years 7 months 6 days | |||
IPR&D | $ 7,500 | ||||
Intangible assets, gross | 24,540 | $ 2,650 | |||
Intangible assets, net | 22,077 | 2,424 | |||
Optogration, Inc. | Customer relationships | |||||
Intangible Assets (Including Goodwill) [Roll Forward] | |||||
Gross Carrying Amount | 3,730 | 780 | |||
Accumulated Amortization | (664) | (33) | |||
Net Carrying Amount | $ 3,066 | $ 747 | |||
Weighted Average Remaining Period (Years) | 10 years | 4 years 4 months 24 days | 9 years 7 months 6 days | ||
Optogration, Inc. | Customer backlog | |||||
Intangible Assets (Including Goodwill) [Roll Forward] | |||||
Gross Carrying Amount | $ 650 | $ 0 | |||
Accumulated Amortization | (292) | 0 | |||
Net Carrying Amount | $ 358 | 0 | |||
Weighted Average Remaining Period (Years) | 10 months 24 days | ||||
Optogration, Inc. | Tradename | |||||
Intangible Assets (Including Goodwill) [Roll Forward] | |||||
Gross Carrying Amount | $ 620 | 120 | |||
Accumulated Amortization | (214) | (120) | |||
Net Carrying Amount | $ 406 | 0 | |||
Weighted Average Remaining Period (Years) | 1 year | 3 years 3 months 18 days | |||
Optogration, Inc. | Assembled workforce | |||||
Intangible Assets (Including Goodwill) [Roll Forward] | |||||
Gross Carrying Amount | $ 130 | 0 | |||
Accumulated Amortization | (130) | 0 | |||
Net Carrying Amount | 0 | 0 | |||
Optogration, Inc. | Developed technology | |||||
Intangible Assets (Including Goodwill) [Roll Forward] | |||||
Gross Carrying Amount | 11,910 | 1,750 | |||
Accumulated Amortization | (1,163) | (73) | |||
Net Carrying Amount | $ 10,747 | $ 1,677 | |||
Weighted Average Remaining Period (Years) | 10 years | 7 years 6 months | 9 years 7 months 6 days | ||
Optogration, Inc. | IPR&D | |||||
Intangible Assets (Including Goodwill) [Roll Forward] | |||||
Accumulated Amortization | $ 0 | $ 0 | |||
IPR&D | $ 7,500 | $ 0 |
Financial Statement Component_7
Financial Statement Components - Future Amortization Expense (Details) - Optogration, Inc. $ in Thousands | Dec. 31, 2022 USD ($) |
Finite-Lived Intangible Assets [Line Items] | |
2023 | $ 2,730 |
2024 | 2,373 |
2025 | 2,373 |
2026 | 1,726 |
2027 | 1,510 |
Thereafter | 3,865 |
IPR&D | 7,500 |
Net Carrying Amount | $ 22,077 |
Financial Statement Component_8
Financial Statement Components - Goodwill (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Goodwill [Roll Forward] | |
Balance as of December 31, 2021 | $ 3,110 |
Purchase accounting adjustments | (179) |
Balance as of December 31, 2022 | 18,816 |
Freedom Photonics | |
Goodwill [Roll Forward] | |
Acquired goodwill related to Freedom Photonics in 2022 | 15,885 |
Autonomy Solutions | |
Goodwill [Roll Forward] | |
Balance as of December 31, 2021 | 687 |
Purchase accounting adjustments | 0 |
Balance as of December 31, 2022 | 687 |
Autonomy Solutions | Freedom Photonics | |
Goodwill [Roll Forward] | |
Acquired goodwill related to Freedom Photonics in 2022 | 0 |
ATS | |
Goodwill [Roll Forward] | |
Balance as of December 31, 2021 | 2,423 |
Purchase accounting adjustments | (179) |
Balance as of December 31, 2022 | 18,129 |
ATS | Freedom Photonics | |
Goodwill [Roll Forward] | |
Acquired goodwill related to Freedom Photonics in 2022 | $ 15,885 |
Financial Statement Component_9
Financial Statement Components - Other Noncurrent Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Security deposits | $ 5,495 | $ 1,187 |
Non-marketable equity investment | 4,000 | 10,002 |
Advance payment for capital projects | 27,683 | 0 |
Contract assets | 2,575 | 0 |
Other non-current assets | 591 | 1,266 |
Other non-current assets | $ 40,344 | $ 12,455 |
Financial Statement Componen_10
Financial Statement Components - Accrued and Other Current Liabilities (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Accrued compensation and benefits | $ 16,682,000 | $ 9,899,000 | |
Accrued expenses | 22,358,000 | 6,727,000 | |
Warranty reserves | 3,584,000 | 1,798,000 | |
Contract liabilities | 1,993,000 | 898,000 | |
Accrued interest payable | 359,000 | 316,000 | |
Contract losses | 7,526,000 | 115,000 | |
Other | 460,000 | 91,000 | |
Total accrued and other current liabilities | 52,962,000 | 19,844,000 | |
Estimated contract losses | $ 19,200,000 | $ 0 | $ 0 |
Debt - Additional Information (
Debt - Additional Information (Details) | 1 Months Ended | 12 Months Ended | |||||||
Dec. 31, 2021 USD ($) $ / shares | Dec. 31, 2021 USD ($) $ / shares | Dec. 31, 2021 USD ($) trading_day $ / shares | Dec. 31, 2021 USD ($) consecutive_trading_day $ / shares | Dec. 31, 2021 USD ($) consecutive_business_day $ / shares | Dec. 31, 2022 USD ($) $ / shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2020 USD ($) shares | Dec. 02, 2020 $ / shares | |
Debt Instrument [Line Items] | |||||||||
Proceeds from convertible debt | $ 0 | $ 609,375,000 | $ 0 | ||||||
Stock option, capped calls, initial strike price (in dollars per share) | $ / shares | $ 19.98 | $ 19.98 | $ 19.98 | $ 19.98 | $ 19.98 | $ 19.98 | |||
Stock option, 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 | $ 0 | (3,996,000) | ||||||
Change in fair value of warrant liabilities | $ (9,222,000) | $ 26,126,000 | 268,266,000 | ||||||
2017, 2018, And 2020 Warrants | |||||||||
Debt Instrument [Line Items] | |||||||||
Change in fair value of warrant liabilities | $ 27,300,000 | ||||||||
Warrants outstanding (in shares) | shares | 0 | ||||||||
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 | |
Class A Common Stock | Common Stock | |||||||||
Debt Instrument [Line Items] | |||||||||
Conversion of SAFE into Series A common stock and Issuance of Class A common stock upon exercise of warrants (in shares) | shares | 15,000,000 | 1,466,155 | |||||||
Senior Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Accrued interest repaid | $ 2,500,000 | ||||||||
Loss on extinguishment of debt | $ 4,000,000 | ||||||||
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 | $ 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 convertible debt | $ 609,400,000 | ||||||||
Debt instrument, 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 | |||
Debt issuance costs, net | $ 16,200,000 | $ 16,200,000 | $ 16,200,000 | $ 16,200,000 | $ 16,200,000 | $ 16,200,000 | |||
Note term (in months) | 3 years 11 months 15 days | ||||||||
Accrued interest repaid | $ 7,800,000 | $ 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] | |||||||||
Debt instrument, convertible, threshold trading days | trading_day | 20 | ||||||||
Debt instrument, convertible, threshold consecutive trading days | consecutive_trading_day | 30 | ||||||||
Debt instrument, redemption price, percentage | 100% | ||||||||
Convertible Senior Notes Due 2026 | Convertible Debt | Debt Instrument, Redemption, Period Two | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, convertible, threshold percentage of stock price trigger | 130% | ||||||||
Debt instrument, convertible, threshold trading days | trading_day | 20 | ||||||||
Debt instrument, convertible, threshold consecutive trading days | consecutive_trading_day | 30 | ||||||||
Convertible Senior Notes Due 2026 | Convertible Debt | Debt Instrument, Redemption, Period Three | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, convertible, threshold trading days | 10 | 5 | |||||||
Debt instrument, convertible, threshold percent of conversion price triggering convertible feature | 98% | ||||||||
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] | |||||||||
Debt instrument, convertible, threshold percentage of stock price trigger | 130% |
Debt - Schedule of Net Carrying
Debt - Schedule of Net Carrying Amount (Details) - Convertible Senior Notes Due 2026 - Convertible Debt - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Principal | $ 625,000,000 | $ 625,000,000 |
Unamortized debt discount and issuance costs | (12,808,000) | (16,043,000) |
Net carrying amount | $ 612,192,000 | $ 608,957,000 |
Debt - Schedule of Interest Exp
Debt - Schedule of Interest Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | |||
Total interest expense | $ 11,095 | $ 2,028 | $ 2,885 |
Convertible Senior Notes Due 2026 | Convertible Debt | |||
Debt Instrument [Line Items] | |||
Contractual interest expense | 7,812 | 316 | |
Amortization of debt discount and issuance costs | 3,236 | 135 | |
Total interest expense | $ 11,048 | $ 451 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) $ in Millions | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) |
Level 3 | Expected Term | Private Warrants | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants term (in years) | 2 years 11 months 1 day | |
Level 3 | Price Volatility | Private Warrants | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants outstanding, measurement input | 0.850 | |
Level 3 | Risk Free Interest Rate | Private Warrants | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants outstanding, measurement input | 0.0423 | |
Level 2 | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Convertible senior notes, fair value | $ 352.5 | $ 669.4 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Changes in Level 3 Liabilities Measured at Fair Value (Details) - Private Warrants - Warrants $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Balance at beginning of period | $ 31,230 |
Change in fair value prior to exercises | 4,713 |
Reduction in liability due to exercises | (19,003) |
Change in fair value of outstanding warrants | (13,935) |
Balance at end of period | $ 3,005 |
Fair Value Measurements - Sch_2
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, 2022 | Dec. 31, 2021 |
Assets: | ||
Marketable investments | $ 389,671 | $ 418,875 |
Liabilities: | ||
Warrant liabilities | 3,005 | 31,230 |
U.S. treasury securities | ||
Assets: | ||
Marketable investments | 188,480 | 161,465 |
U.S. agency and government sponsored securities | ||
Assets: | ||
Marketable investments | 4,924 | 4,970 |
Corporate bonds | ||
Assets: | ||
Marketable investments | 109,909 | 165,190 |
Asset-backed securities | ||
Assets: | ||
Marketable investments | 11,835 | 46,466 |
Fair Value, Recurring | ||
Assets: | ||
Total cash equivalents | 42,056 | 26,604 |
Marketable equity investments | 29,643 | 44,216 |
Total marketable investments | 419,314 | 462,141 |
Liabilities: | ||
Warrant liabilities | 3,005 | 31,230 |
Fair Value, Recurring | Private Warrants | ||
Liabilities: | ||
Warrant liabilities | 3,005 | 31,230 |
Fair Value, Recurring | U.S. treasury securities | ||
Assets: | ||
Marketable investments | 188,480 | 161,465 |
Fair Value, Recurring | U.S. agency and government sponsored securities | ||
Assets: | ||
Marketable investments | 4,924 | 4,970 |
Fair Value, Recurring | Commercial paper | ||
Assets: | ||
Marketable investments | 74,523 | 39,834 |
Fair Value, Recurring | Corporate bonds | ||
Assets: | ||
Marketable investments | 109,909 | 165,190 |
Fair Value, Recurring | Asset-backed securities | ||
Assets: | ||
Marketable investments | 11,835 | 46,466 |
Fair Value, Recurring | Money market funds | ||
Assets: | ||
Total cash equivalents | 42,056 | 25,654 |
Fair Value, Recurring | Commercial paper | ||
Assets: | ||
Total cash equivalents | 950 | |
Level 1 | Fair Value, Recurring | ||
Assets: | ||
Total cash equivalents | 42,056 | 25,654 |
Marketable equity investments | 29,643 | 44,216 |
Total marketable investments | 218,123 | 205,681 |
Liabilities: | ||
Warrant liabilities | 0 | 0 |
Level 1 | Fair Value, Recurring | Private Warrants | ||
Liabilities: | ||
Warrant liabilities | 0 | 0 |
Level 1 | Fair Value, Recurring | U.S. treasury securities | ||
Assets: | ||
Marketable investments | 188,480 | 161,465 |
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 | 42,056 | 25,654 |
Level 1 | Fair Value, Recurring | Commercial paper | ||
Assets: | ||
Total cash equivalents | 0 | |
Level 2 | Fair Value, Recurring | ||
Assets: | ||
Total cash equivalents | 0 | 950 |
Marketable equity investments | 0 | 0 |
Total marketable investments | 201,191 | 256,460 |
Liabilities: | ||
Warrant liabilities | 0 | 0 |
Level 2 | Fair Value, Recurring | Private Warrants | ||
Liabilities: | ||
Warrant liabilities | 0 | 0 |
Level 2 | Fair Value, Recurring | U.S. treasury securities | ||
Assets: | ||
Marketable investments | 0 | 0 |
Level 2 | Fair Value, Recurring | U.S. agency and government sponsored securities | ||
Assets: | ||
Marketable investments | 4,924 | 4,970 |
Level 2 | Fair Value, Recurring | Commercial paper | ||
Assets: | ||
Marketable investments | 74,523 | 39,834 |
Level 2 | Fair Value, Recurring | Corporate bonds | ||
Assets: | ||
Marketable investments | 109,909 | 165,190 |
Level 2 | Fair Value, Recurring | Asset-backed securities | ||
Assets: | ||
Marketable investments | 11,835 | 46,466 |
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 | |
Level 3 | Fair Value, Recurring | ||
Assets: | ||
Total cash equivalents | 0 | 0 |
Marketable equity investments | 0 | 0 |
Total marketable investments | 0 | 0 |
Liabilities: | ||
Warrant liabilities | 3,005 | 31,230 |
Level 3 | Fair Value, Recurring | Private Warrants | ||
Liabilities: | ||
Warrant liabilities | 3,005 | 31,230 |
Level 3 | Fair Value, Recurring | U.S. treasury securities | ||
Assets: | ||
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 |
Convertible Preferred Stock (De
Convertible Preferred Stock (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 2 Months Ended | 12 Months Ended | 17 Months Ended | ||
Dec. 02, 2020 | Oct. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 02, 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 | |||||
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, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Numerator: | |||
Net loss | $ (445,939) | $ (237,986) | $ (362,298) |
Deemed dividend attributable to BCF accretion | 0 | 0 | (6,757) |
Net loss attributable to common shareholders | $ (445,939) | $ (237,986) | $ (369,055) |
Denominator: | |||
Weighted average Common shares outstanding- Basic (in shares) | 356,265,774 | 346,300,975 | 145,096,996 |
Weighted average Common shares outstanding- Diluted (in shares) | 356,265,774 | 346,300,975 | 145,096,996 |
Net loss per share attributable to common shareholders- Basic (in dollars per share) | $ (1.25) | $ (0.69) | $ (2.54) |
Net loss per share attributable to common shareholders- Diluted (in dollars per share) | $ (1.25) | $ (0.69) | $ (2.54) |
Earnings (Loss) Per Share - Ant
Earnings (Loss) Per Share - Antidilutive Securities (Details) - shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total (in shares) | 96,482,118 | 75,270,865 | 67,911,961 |
Warrants | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total (in shares) | 5,757,549 | 7,166,301 | 24,089,255 |
Stock-based awards—Equity classified | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total (in shares) | 33,372,534 | 24,156,973 | 18,003,962 |
Stock-based awards—Liability classified | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total (in shares) | 14,302,723 | 2,401,648 | 0 |
Vendor stock-in-lieu of cash program | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total (in shares) | 3,162,879 | 1,659,510 | 0 |
Convertible Senior Notes | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total (in shares) | 31,279,716 | 31,279,716 | 0 |
Earn-out shares | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total (in shares) | 8,606,717 | 8,606,717 | 25,818,744 |
Earnings (Loss) Per Share - Nar
Earnings (Loss) Per Share - Narrative (Details) | Dec. 31, 2022 $ / 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 (Deficit_2
Stockholders’ Equity (Deficit) (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||||
Dec. 02, 2020 USD ($) vote $ / shares shares | Apr. 30, 2022 shares | Jan. 31, 2022 shares | Nov. 30, 2021 shares | Mar. 31, 2021 USD ($) $ / shares shares | Jun. 30, 2022 USD ($) shares | Mar. 31, 2022 USD ($) shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) vote $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2020 USD ($) shares | Dec. 21, 2021 | Jul. 01, 2021 | Dec. 31, 2019 shares | Dec. 31, 2015 shares | |
Class of Stock [Line Items] | |||||||||||||||
Common stock, shares outstanding (in shares) | 323,936,240 | ||||||||||||||
Compensation expense | $ | $ 162,405,000 | $ 77,684,000 | $ 8,711,000 | ||||||||||||
Treasury stock, shares outstanding (in shares) | 15,263,761 | 21,863,450 | 15,263,761 | ||||||||||||
Stock repurchase program, remaining authorized repurchase amount | $ | $ 0 | ||||||||||||||
Preferred stock, shares outstanding (in shares) | 0 | ||||||||||||||
Proceeds from exercise of warrants | $ | $ 0 | $ 153,927,000 | 0 | ||||||||||||
Vendor payments in shares in lieu of cash (in shares) | 8,824,385 | ||||||||||||||
Vendor payments under the stock-in-lieu of cash program | $ | $ 15,200,000 | ||||||||||||||
Research and development | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Compensation expense | $ | 40,898,000 | $ 20,216,000 | $ 2,098,000 | ||||||||||||
Daimler North America Corporation | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Prepaid expenses and other current assets | $ | 9,200,000 | ||||||||||||||
Daimler North America Corporation | Research and development | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Compensation expense | $ | $ 7,900,000 | ||||||||||||||
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 exercised (in shares) | 13,128,671 | ||||||||||||||
Remaining warrants redeemed (in shares) | 204,638 | ||||||||||||||
Redemption price per warrant (in dollars per share) | $ / shares | $ 0.01 | ||||||||||||||
Warrants outstanding (in shares) | 0 | 0 | 13,333,309 | ||||||||||||
Private Warrants | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Warrants exercised (in shares) | 19,223 | 1,389,529 | 3,589,645 | ||||||||||||
Warrants outstanding (in shares) | 3,077,021 | 1,668,269 | 3,077,021 | 6,666,666 | |||||||||||
Shares issued for exercise of warrants (in shares) | 4,387 | 401,365 | |||||||||||||
Share per warrant (in shares) | 1 | ||||||||||||||
Stock price of warrants (in dollars per share) | $ / shares | $ 11.50 | ||||||||||||||
Preferred Stock | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Conversion ratio | 1 | ||||||||||||||
Preferred stock, shares issued (in shares) | 26,206,837 | ||||||||||||||
Preferred stock, shares outstanding (in shares) | 0 | 0 | 0 | 0 | 26,206,837 | ||||||||||
Chief Executive Officer | Gores Metropoulos | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Compensation expense | $ | $ 3,000,000 | ||||||||||||||
Chief Executive Officer | Gores Metropoulos | 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) | 218,818,037 | 266,076,525 | 291,942,087 | 266,076,525 | |||||||||||
Common stock, shares outstanding (in shares) | 218,818,037 | 250,812,764 | 270,078,637 | 250,812,764 | |||||||||||
Common stock, votes per share | vote | 1 | ||||||||||||||
Shares converted (in shares) | 15,000,000 | ||||||||||||||
Shares repurchased | $ | $ 312,500,000 | $ 312,500,000 | |||||||||||||
Treasury stock, shares outstanding (in shares) | 15,263,761 | 15,263,761 | |||||||||||||
Purchase transaction | $ | $ 36,900,000 | $ 39,700,000 | $ 235,900,000 | ||||||||||||
Repurchase of Class A shares (in shares) | 3,917,141 | 2,682,548 | |||||||||||||
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 and in months) | 2 years | ||||||||||||||
Shares issued in period (in shares) | 1,125,000 | ||||||||||||||
Class A Common Stock | Common Stock | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Common stock, shares outstanding (in shares) | 266,076,525 | 291,942,087 | 266,076,525 | 218,818,037 | 139,635,890 | ||||||||||
Repurchase of Class A shares (in shares) | 48,298 | 71,894 | 6,629,372 | ||||||||||||
Shares issued for exercise of warrants (in shares) | 405,752 | 15,574,037 | |||||||||||||
Shares issued for services (in shares) | 9,949,385 | 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) | 105,118,203 | 97,088,670 | 97,088,670 | 97,088,670 | |||||||||||
Common stock, shares outstanding (in shares) | 105,118,203 | 97,088,670 | 97,088,670 | 97,088,670 | |||||||||||
Common stock, votes per share | vote | 10 | ||||||||||||||
Shares issued upon conversion (in shares) | 15,000,000 | ||||||||||||||
Class B Common Stock | Common Stock | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Common stock, shares outstanding (in shares) | 97,088,670 | 97,088,670 | 97,088,670 | 105,118,203 | 0 | ||||||||||
Class B Common Stock | Chief Executive Officer | Gores Metropoulos | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Common stock, votes per share | vote | 10 | ||||||||||||||
Common Stock | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Conversion ratio | 1 | 1 |
Stockholders_ Equity (Deficit_3
Stockholders’ Equity (Deficit) - Stock-in-lieu of Cash Program Activity (Details) | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Shares | |
Outstanding at beginning of period (in shares) | shares | 11,507,643 |
Outstanding at end of period (in shares) | shares | 8,162,850 |
Weighted Average Grant Date Fair Value per Share | |
Outstanding as of Beginning Balance | $ / shares | $ 1.72 |
Outstanding as of Ending Balance | $ / shares | $ 1.74 |
Vendor stock-in-lieu of cash program | |
Shares | |
Outstanding at beginning of period (in shares) | shares | 1,500,000 |
Granted (in shares) | shares | 8,824,385 |
Vested (in shares) | shares | (9,277,234) |
Outstanding at end of period (in shares) | shares | 1,047,151 |
Weighted Average Grant Date Fair Value per Share | |
Outstanding as of Beginning Balance | $ / shares | $ 15.72 |
Granted (in dollars per share) | $ / shares | 9.93 |
Vested (in dollars per share) | $ / shares | 10.65 |
Outstanding as of Ending Balance | $ / shares | $ 11.90 |
Stock-based Compensation - Narr
Stock-based Compensation - Narrative (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 6 Months Ended | 12 Months Ended | 17 Months Ended | 42 Months Ended | ||||||||||
Jan. 01, 2023 shares | Aug. 19, 2022 $ / shares shares | May 02, 2022 $ / shares shares | Aug. 03, 2021 USD ($) | Aug. 31, 2022 USD ($) shares | Jun. 30, 2022 USD ($) shares | Apr. 30, 2022 USD ($) | Dec. 31, 2020 shares | Jun. 30, 2021 | Jun. 30, 2019 | Dec. 31, 2022 USD ($) trading_day $ / shares shares | Dec. 31, 2021 USD ($) shares | Dec. 31, 2020 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) shares | Dec. 31, 2022 USD ($) shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Weighted-average grant date fair value (in dollars per share) | $ / shares | $ 0.98 | ||||||||||||||
Fair value of options vested | $ 2,900 | $ 7,100 | $ 1,400 | ||||||||||||
Intrinsic value of stock options exercised | 20,600 | ||||||||||||||
Unrecognized stock-based compensation expense | 2,700 | $ 2,700 | $ 2,700 | ||||||||||||
Compensation cost | 162,405 | 77,684 | $ 8,711 | ||||||||||||
Optogration milestone awards | 11,751 | ||||||||||||||
Optogration Milestone Awards | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Compensation cost | 16,500 | ||||||||||||||
Contingent stock consideration | $ 22,000 | ||||||||||||||
Freedom Photonics | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Compensation cost | 7,600 | ||||||||||||||
Contingent stock consideration | $ 28,300 | ||||||||||||||
Solfice | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Compensation cost | $ 400 | ||||||||||||||
Contingent stock consideration | $ 700 | ||||||||||||||
ESPP | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Shares authorized for issuance (in shares) | shares | 7,317,655 | 7,317,655 | |||||||||||||
Percentage of purchase price of shares | 85% | ||||||||||||||
Length of offering period (in months) | 6 months | ||||||||||||||
Shares of common stock in each purchase period (in shares) | shares | 5,000 | ||||||||||||||
Weighted average purchase price (in shares) | shares | 168,147 | ||||||||||||||
Weighted average purchase price (in dollars per share) | $ / shares | $ 7.56 | ||||||||||||||
Stock options | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Unrecognized compensation expense, period for recognition | 7 months 17 days | ||||||||||||||
Stock options | Tranche One | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Award vesting period (in years and in months) | 1 year | ||||||||||||||
Restricted Stock | Share-based Payment Arrangement, Employee | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Award vesting period (in years and in months) | 4 years | ||||||||||||||
Granted (in shares) | shares | 0 | ||||||||||||||
Fair value of restricted stock vested | $ 700 | 1,000 | $ 2,200 | ||||||||||||
Unrecognized stock-based compensation expense for restricted stock | $ 100 | 100 | $ 100 | ||||||||||||
Restricted Stock | Share-based Payment Arrangement, Nonemployee | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Granted (in shares) | shares | 23,213,889 | ||||||||||||||
Unrecognized compensation expense, period for recognition | 1 year 6 months 10 days | ||||||||||||||
Fair value of restricted stock vested | $ 116,000 | $ 32,800 | |||||||||||||
Unrecognized stock-based compensation expense for restricted stock | $ 277,700 | 277,700 | 277,700 | ||||||||||||
Restricted Stock | Tranche One | Share-based Payment Arrangement, Employee | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Award vesting period (in years and in months) | 1 year | ||||||||||||||
Award vesting percentage | 25% | ||||||||||||||
Restricted Stock | Tranche Two | Share-based Payment Arrangement, Employee | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Award vesting period (in years and in months) | 36 months | ||||||||||||||
Award vesting percentage | 75% | ||||||||||||||
RSUs | Chief Executive Officer | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Granted (in shares) | shares | 500,000 | 10,800,000 | |||||||||||||
Grant date fair value (in dollars per share) | $ / shares | $ 6.12 | $ 8.70 | |||||||||||||
RSUs | Chief Legal Officer | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Granted (in shares) | shares | 500,000 | ||||||||||||||
Grant date fair value (in dollars per share) | $ / shares | $ 6.12 | ||||||||||||||
RSUs | Executive Officer | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Unrecognized compensation expense, period for recognition | 6 years 4 months 9 days | ||||||||||||||
Unrecognized stock-based compensation expense for restricted stock | $ 85,300 | 85,300 | 85,300 | ||||||||||||
Compensation cost | $ 14,700 | ||||||||||||||
Consecutive trading days | trading_day | 90 | ||||||||||||||
Service period (in years) | 7 years | ||||||||||||||
RSUs | Maximum | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Award vesting period (in years and in months) | 6 years | ||||||||||||||
Number of shares issued for each vested RSU (in shares) | shares | 1 | ||||||||||||||
RSUs | Market One Member | Executive Officer | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
RSU vesting, market condition, stock price (in dollars per share) | $ / shares | $ 50 | ||||||||||||||
RSUs | Market Two Member | Executive Officer | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
RSU vesting, market condition, stock price (in dollars per share) | $ / shares | 60 | ||||||||||||||
RSUs | Market Three Member | Executive Officer | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
RSU vesting, market condition, stock price (in dollars per share) | $ / shares | $ 70 | ||||||||||||||
Class A Common Stock | Optogration Milestone Awards | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Optogration milestone awards (in shares) | shares | 1,632,056 | ||||||||||||||
Optogration milestone awards | $ 11,000 | ||||||||||||||
Optogration milestone awards, remaining obligations | $ 11,000 | $ 11,000 | $ 11,000 | ||||||||||||
Class A Common Stock | ESPP | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Percentage of pre-tax earnings | 15% | ||||||||||||||
2020 Plan | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Shares authorized for issuance (in shares) | shares | 36,588,278 | 36,588,278 | 36,588,278 | ||||||||||||
2020 Plan | Equity settled fixed value | Share-based Payment Arrangement, Employee | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Award vesting period (in years and in months) | 4 years | ||||||||||||||
Compensation cost | $ 7,600 | ||||||||||||||
2020 Plan | Equity settled fixed value | Tranche One | Share-based Payment Arrangement, Employee | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Award vesting percentage | 25% | ||||||||||||||
2020 Plan | Equity settled fixed value | Tranche Two | Share-based Payment Arrangement, Employee | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Award vesting percentage | 25% | ||||||||||||||
2020 Plan | Equity settled fixed value | Tranche Three | Share-based Payment Arrangement, Employee | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Award vesting percentage | 25% | ||||||||||||||
2020 Plan | Equity settled fixed value | Tranche Four | Share-based Payment Arrangement, Employee | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Award vesting percentage | 25% | ||||||||||||||
Amended 2020 Plan | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Additional shares authorized for issuance (in shares) | shares | 36,000,000 | ||||||||||||||
Percentage of outstanding stock maximum | 5% | ||||||||||||||
Incremental number of shares authorized (in shares) | shares | 40,000,000 | ||||||||||||||
Amended 2020 Plan | Class A Common Stock | Subsequent Event | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Additional shares authorized for issuance (in shares) | shares | 18,358,365 | ||||||||||||||
2015 Plan | Stock options | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Award vesting period (in years and in months) | 4 years | ||||||||||||||
Award expiration period (in years) | 10 years | ||||||||||||||
Granted (in shares) | shares | 0 | 0 | |||||||||||||
2015 Plan | Stock options | Tranche One | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Award vesting percentage | 25% | ||||||||||||||
2015 Plan | Stock options | Tranche Two | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Award vesting period (in years and in months) | 36 months | ||||||||||||||
Award vesting percentage | 75% |
Stock-based Compensation - Stoc
Stock-based Compensation - Stock Option Activity (Details) $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) $ / shares shares | |
Number of Stock Options | |
Outstanding at beginning of period (in shares) | shares | 11,507,643 |
Exercised (in shares) | shares | (2,370,989) |
Cancelled/Forfeited (in shares) | shares | (973,804) |
Outstanding at end of period (in shares) | shares | 8,162,850 |
Vested and exercisable (in shares) | shares | 5,472,821 |
Vested and expected to vest (in shares) | shares | 8,162,850 |
Weighted- Average Exercise Price | |
Outstanding as of Beginning Balance | $ / shares | $ 1.72 |
Exercised (in dollars per share) | $ / shares | 1.67 |
Cancelled/Forfeited (in dollars per share) | $ / shares | 1.67 |
Outstanding as of Ending Balance | $ / shares | 1.74 |
Vested and exercisable (in dollars per share) | $ / shares | 1.73 |
Vested and expected to vest (in dollars per share) | $ / shares | $ 1.74 |
Weighted- Average Remaining Contractual Life (Years) | |
Outstanding balance | 7 years 10 days |
Vested and exercisable | 6 years 11 months 12 days |
Vested and expected to vest | 7 years 10 days |
Aggregate Intrinsic Value | |
Outstanding balance | $ | $ 26,763 |
Vested and exercisable | $ | 17,654 |
Vested and expected to vest | $ | $ 26,763 |
Stock-based Compensation - Rest
Stock-based Compensation - Restricted Stock Activity (Details) - Stock-based awards—Liability classified - $ / shares | 12 Months Ended | 42 Months Ended |
Dec. 31, 2022 | Dec. 31, 2022 | |
Share-based Payment Arrangement, Employee | ||
Shares | ||
Outstanding at beginning of period (in shares) | 666,298 | |
Granted (in shares) | 0 | |
Forfeited (in shares) | (18,476) | |
Vested (in shares) | (583,336) | |
Outstanding at end of period (in shares) | 64,486 | 64,486 |
Weighted Average Grant Date Fair Value per Share | ||
Outstanding at beginning of period (in dollars per share) | $ 1.21 | |
Forfeited (in dollars per share) | 1.23 | |
Vested (in dollars per share) | 1.20 | |
Outstanding at end of period (in dollars per share) | $ 1.29 | $ 1.29 |
Share-based Payment Arrangement, Nonemployee | ||
Shares | ||
Outstanding at beginning of period (in shares) | 11,983,032 | |
Granted (in shares) | 23,213,889 | |
Forfeited (in shares) | (2,069,915) | |
Vested (in shares) | (7,532,971) | |
Outstanding at end of period (in shares) | 25,594,035 | 25,594,035 |
Weighted Average Grant Date Fair Value per Share | ||
Outstanding at beginning of period (in dollars per share) | $ 19.56 | |
Granted (in dollars per share) | 10.29 | |
Forfeited (in dollars per share) | 16.15 | |
Vested (in dollars per share) | 15.40 | |
Outstanding at end of period (in dollars per share) | $ 12.66 | $ 12.66 |
Stock-based Compensation - Empl
Stock-based Compensation - Employee Stock Purchase Plan, Valuation Assumptions (Details) - ESPP | Nov. 16, 2022 | May 16, 2022 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expect term (years) | 6 months | 6 months |
Volatility | 93.50% | 82.30% |
Risk-free interest rate | 4.54% | 1.54% |
Dividend yield | 0% | 0% |
Stock-based Compensation - Comp
Stock-based Compensation - Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Compensation expense | $ 162,405 | $ 77,684 | $ 8,711 |
Cost of sales | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Compensation expense | 7,680 | 6,422 | 309 |
Research and development | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Compensation expense | 40,898 | 20,216 | 2,098 |
Sales and marketing | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Compensation expense | 15,814 | 4,546 | 414 |
General and administrative | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Compensation expense | 98,013 | 46,500 | 5,890 |
Equity settled fixed value | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Compensation expense | 7,545 | 3,826 | 0 |
Optogration | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Compensation expense | 10,894 | 6,114 | 0 |
Freedom Photonics | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Compensation expense | 7,633 | 0 | 0 |
Solfice | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Compensation expense | 410 | 0 | 0 |
Other | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Compensation expense | 2,258 | 734 | 0 |
Stock options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Compensation expense | 2,666 | 5,137 | 3,179 |
RSAs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Compensation expense | 293 | 1,682 | 5,532 |
RSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Compensation expense | 129,992 | 60,191 | 0 |
ESPP | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Compensation expense | $ 714 | $ 0 | $ 0 |
Leases - Narrative (Details)
Leases - Narrative (Details) | 12 Months Ended | ||||
Dec. 31, 2022 USD ($) renewal_option | Sep. 30, 2022 | Dec. 31, 2021 USD ($) | Oct. 31, 2021 | Jan. 01, 2021 USD ($) | |
Lessee, Lease, Description [Line Items] | |||||
Term of lease (in moths) | 66 months | 65 months | |||
Short-term leases | $ 0 | ||||
Sublease income | 0 | ||||
Operating lease right-of-use assets | 21,244,000 | $ 9,145,000 | |||
Operating lease liabilities | $ 22,942,000 | $ 10,503,000 | |||
Accounting Standards Update 2016-02 | |||||
Lessee, Lease, Description [Line Items] | |||||
Operating lease right-of-use assets | $ 10,800,000 | ||||
Operating lease liabilities | 12,000,000 | ||||
Reversal of deferred rent | $ (1,200,000) | ||||
Minimum | |||||
Lessee, Lease, Description [Line Items] | |||||
Number of renewal options | renewal_option | 1 | ||||
Renewal lease term (in years) | 1 year | ||||
Maximum | |||||
Lessee, Lease, Description [Line Items] | |||||
Renewal lease term (in years) | 6 years |
Leases - Components of Lease Ex
Leases - Components of Lease Expenses (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | ||
Operating lease cost | $ 6,533 | $ 4,654 |
Variable lease cost | 2,230 | 1,703 |
Total operating lease cost | $ 8,763 | $ 6,357 |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash paid for amounts included in the measurement of lease liabilities: | |||
Cash paid for operating leases included in operating activities | $ (6,070) | $ (4,609) | |
Right of use assets obtained in exchange for lease obligations: | |||
Operating leases | $ 16,749 | $ 2,876 | $ 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, 2022 | Dec. 31, 2021 |
Operating leases: | ||
Operating lease right-of-use assets | $ 21,244 | $ 9,145 |
Operating lease liabilities, current | 5,953 | 4,735 |
Operating lease liabilities, non-current | 16,989 | 5,768 |
Total operating lease liabilities | $ 22,942 | $ 10,503 |
Weighted average remaining lease term | ||
Operating leases (in years) | 4 years 5 months 4 days | 2 years 11 months 12 days |
Weighted average discount rate | ||
Operating leases (as a percent) | 5.45% | 2.80% |
Leases - Maturities of Lease Li
Leases - Maturities of Lease Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | ||
2023 | $ 6,190 | |
2024 | 5,123 | |
2025 | 5,193 | |
2026 | 4,732 | |
2027 | 3,927 | |
Thereafter | 1,149 | |
Total lease payments | 26,314 | |
Less: imputed interest | (3,372) | |
Total leases liabilities | $ 22,942 | $ 10,503 |
Income Taxes - Components of Lo
Income Taxes - Components of Loss Before Provision for (Benefit from) Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
United States | $ (445,720) | $ (239,855) | $ (362,338) |
International | 453 | 607 | 40 |
Loss before provision for (benefit from) income taxes | $ (445,267) | $ (239,248) | $ (362,298) |
Income Taxes - Provision for (b
Income Taxes - Provision for (benefit from) income taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Current: | |||
Foreign | $ 440 | $ 0 | $ 0 |
Total current: | 440 | 0 | 0 |
Deferred: | |||
U.S. federal | 204 | (1,262) | 0 |
U.S. state | 28 | 0 | 0 |
Total deferred: | 232 | (1,262) | 0 |
Total provision for (benefit from) income taxes | $ 672 | $ (1,262) | $ 0 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 01, 2022 | |
Operating Loss Carryforwards [Line Items] | ||||
Statutory tax rate | 21% | 21% | 21% | |
Valuation allowance | $ 243,811,000 | $ 130,569,000 | ||
Valuation allowance, increase (decrease), amount | 113,200,000 | |||
Deferred tax assets, deferred expense, capitalized research and development costs increase (decrease) | $ 43,200,000 | |||
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 | 597,000,000 | |||
Net operating loss carryforwards, not subject to expiration | 553,800,000 | |||
Net operating loss carryforwards, subject to expiration | $ 43,200,000 | |||
Research and development activities, amortized over period | 5 years | |||
Capitalized expenses, amortization period | 5 years | |||
United States | Research Tax Credit Carryforward | ||||
Operating Loss Carryforwards [Line Items] | ||||
Research and development tax credit carryforwards | $ 21,100,000 | |||
U.S. State | ||||
Operating Loss Carryforwards [Line Items] | ||||
Net operating loss carryforwards | 547,800,000 | |||
U.S. State | Research Tax Credit Carryforward | ||||
Operating Loss Carryforwards [Line Items] | ||||
Research and development tax credit carryforwards | 3,900,000 | |||
Tax credit carryforward, subject to expiration | 50,000 | |||
Tax credit carryforward, not subject to expiration | $ 4,300,000 | |||
Foreign Tax Authority | ||||
Operating Loss Carryforwards [Line Items] | ||||
Research and development activities, amortized over period | 15 years | |||
Capitalized expenses, amortization period | 15 years |
Income Taxes - Effective Income
Income Taxes - Effective Income Tax Rate (Details) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
U.S. federal provision at statutory rate | 21% | 21% | 21% |
State income taxes | 5.70% | 4.40% | 0.70% |
Tax credits | 2.40% | 1.50% | 0.60% |
Fair value of financial instruments | 0.40% | (2.30%) | (15.60%) |
Stock-based compensation expense | (3.40%) | 2% | (0.40%) |
Executive compensation | (0.80%) | (1.10%) | 0% |
Other permanent items | 0.20% | (0.30%) | 0% |
Uncertain tax benefits | (1.40%) | (0.80%) | (0.30%) |
Change in valuation allowance | (24.30%) | (24.00%) | (6.00%) |
Effective tax rate | (0.20%) | 0.40% | 0% |
Income Taxes - Deferred Income
Income Taxes - Deferred Income Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | ||
Net operating loss carry forward | $ 161,881 | $ 120,544 |
Tax credits | 16,322 | 6,296 |
Accruals and reserves | 3,309 | 0 |
Stock-based compensation expense | 14,535 | 6,944 |
Lease liability (ASC 842) | 6,268 | 2,622 |
Section 174 R&D capitalization | 43,240 | 0 |
Inventory reserves | 1,961 | 617 |
Depreciation and amortization | 2,170 | 0 |
Other | 20 | 15 |
Total deferred tax assets | 249,706 | 137,038 |
Valuation allowance | (243,811) | (130,569) |
Total deferred tax asset | 5,895 | 6,469 |
Deferred tax liabilities: | ||
Depreciation and amortization | 0 | 1,185 |
Prepaid expenses | 0 | 2,983 |
Other | 162 | 0 |
ROU asset (ASC 842) | 5,801 | 2,301 |
Total deferred tax liabilities | 5,963 | 6,469 |
Net deferred tax assets (liabilities) | $ (68) | |
Net deferred tax assets (liabilities) | $ 0 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Unrecognized tax benefits as of the beginning of the year | $ 6,296 | $ 3,975 | $ 2,397 |
Increases related to prior year tax positions | 0 | 535 | 327 |
Decreases related to prior year tax provisions | (3,723) | 0 | 0 |
Increase related to current year tax positions | 6,031 | 1,786 | 1,251 |
Unrecognized tax benefits as of the end of the year | $ 8,604 | $ 6,296 | $ 3,975 |
Commitment and Contingencies (D
Commitment and Contingencies (Details) $ in Millions | Dec. 31, 2022 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Purchase obligations | $ 96 |
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, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue: | |||
Total revenue | $ 40,698 | $ 31,944 | $ 13,951 |
Depreciation and amortization | 6,566 | 4,162 | 2,517 |
Operating gain (loss) | (442,402) | (214,552) | (86,875) |
Other significant items: | |||
Segment assets | 687,327 | 883,536 | 510,351 |
Inventories, net | 8,792 | 10,342 | 3,613 |
Eliminations | |||
Revenue: | |||
Total revenue | (27,233) | (14,027) | (4,764) |
Depreciation and amortization | 0 | 0 | (6) |
Operating gain (loss) | (335) | (95) | 102 |
Other significant items: | |||
Segment assets | (125,290) | (8,939) | (4,300) |
Inventories, net | (346) | 0 | 0 |
Reportable Segments | |||
Revenue: | |||
Total revenue | 67,931 | 45,971 | 18,715 |
Depreciation and amortization | 6,566 | 4,162 | 2,523 |
Operating gain (loss) | (442,067) | (214,457) | (86,977) |
Other significant items: | |||
Segment assets | 812,617 | 892,475 | 514,651 |
Inventories, net | 9,138 | 10,342 | 3,613 |
Autonomy Solutions | |||
Revenue: | |||
Total revenue | 24,353 | 28,497 | 11,387 |
Autonomy Solutions | Eliminations | |||
Revenue: | |||
Total revenue | (14,748) | (8,098) | (1,516) |
Autonomy Solutions | Reportable Segments | |||
Revenue: | |||
Total revenue | 39,101 | 36,595 | 12,903 |
Depreciation and amortization | 4,110 | 3,723 | 2,395 |
Operating gain (loss) | (412,673) | (214,133) | (86,661) |
Other significant items: | |||
Segment assets | 752,088 | 882,704 | 511,676 |
Inventories, net | 8,664 | 10,179 | 3,604 |
ATS | |||
Revenue: | |||
Total revenue | 16,345 | 3,447 | 2,564 |
ATS | Eliminations | |||
Revenue: | |||
Total revenue | (12,485) | (5,929) | (3,248) |
ATS | Reportable Segments | |||
Revenue: | |||
Total revenue | 28,830 | 9,376 | 5,812 |
Depreciation and amortization | 2,456 | 439 | 128 |
Operating gain (loss) | (29,394) | (324) | (316) |
Other significant items: | |||
Segment assets | 60,529 | 9,771 | 2,975 |
Inventories, net | $ 474 | $ 163 | $ 9 |
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, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Customer One | |||
Concentration Risk [Line Items] | |||
Percentage of revenue (as percent) | 21% | 42% | 64% |
Customer Two | |||
Concentration Risk [Line Items] | |||
Percentage of revenue (as percent) | 17% | 17% |
Related Party Disclosures (Deta
Related Party Disclosures (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2022 | Feb. 28, 2021 | |
Mr. Heng | |||
Related Party Transaction [Line Items] | |||
Investment | $ 12,100,000 | $ 15,000,000 | |
Portion of investment sold | 2,900,000 | ||
Investment, fair value | $ 12,200,000 | ||
Mr Alec Gores | |||
Related Party Transaction [Line Items] | |||
Investment | $ 0 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event - USD ($) $ in Millions | 1 Months Ended | |
Feb. 28, 2023 | Jan. 31, 2023 | |
Seagate | ||
Subsequent Event [Line Items] | ||
Aggregate cash consideration | $ 12.6 | |
Swiss Re | ||
Subsequent Event [Line Items] | ||
Aggregate cash consideration | $ 4 | |
Asset acquisition, consideration service, period | 4 years | |
Asset acquisition, consideration transferred, non-cancelable amount | $ 1 |