Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2021 | May 14, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Entity Registrant Name | View, Inc. | |
Entity Central Index Key | 0001811856 | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Document Quarterly Report | true | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Mar. 31, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | false | |
Entity Ex Transition Period | false | |
Entity File Number | 001-39470 | |
Entity Interactive Data Current | Yes | |
Entity Common Stock, Shares Outstanding | 217,076,712 | |
Entity Address, State or Province | CA | |
Entity Incorporation, State or Country Code | DE | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Class A common stock, par value, $0.0001 per share | |
Trading Symbol | VIEW | |
Security Exchange Name | NASDAQ | |
Warrant [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 | |
Trading Symbol | VIEWW | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash and cash equivalents | $ 506,457 | $ 63,232 |
Accounts receivable, net of allowances of $224 as of March 31, 2021 and December 31, 2020 | 12,086 | 12,252 |
Inventories | 7,134 | 6,483 |
Prepaid expenses and other current assets | 6,793 | 6,881 |
Total current assets | 532,470 | 88,848 |
Property and equipment, net | 279,278 | 282,560 |
Restricted cash | 10,464 | 10,461 |
Other assets | 4,318 | 8,946 |
Total assets | 826,530 | 390,815 |
Current liabilities | ||
Accounts payable | 8,688 | 14,562 |
Accrued expenses and other current liabilities | 17,085 | 36,480 |
Accrued compensation | 13,305 | 14,665 |
Deferred revenue | 2,543 | 2,111 |
Debt, current | 0 | 247,248 |
Total current liabilities | 41,621 | 315,066 |
Debt, non-current | 15,430 | 15,430 |
Redeemable convertible preferred stock warrant liability | 12,323 | |
Sponsor earn-out liability | 23,983 | |
Other liabilities | 34,051 | 36,731 |
Total liabilities | 115,085 | 379,550 |
Commitments and Contingencies (Note 5) | ||
Redeemable convertible preferred stock, $0.0001 par value; none authorized, issued and outstanding as of March 31, 2021; 224,409,612 shares authorized, 121,431,310 shares issued and outstanding as of December 31, 2020; aggregate liquidation preference of $1,749,201 as of December 31, 2020 | 1,812,678 | |
Stockholders' Equity: | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized, none issued and outstanding as of March 31, 2021; none authorized, issued and outstanding as of December 31, 2020 | ||
Common Stock, Value, Issued | 22 | |
Additional paid-in capital | 2,667,127 | 89,789 |
Accumulated deficit | (1,955,704) | (1,891,202) |
Total stockholders' equity (deficit) | 711,445 | (1,801,413) |
Total liabilities, redeemable convertible preferred stock, and stockholders' equity (deficit) | $ 826,530 | $ 390,815 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Accounts receivable, net of allowances | $ 224 | $ 224 |
Redeemable convertible preferred stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Redeemable convertible preferred stock authorized | 0 | 224,409,612 |
Redeemable convertible preferred stock shares issued | 0 | 121,431,310 |
Redeemable convertible preferred stock shares outstanding | 0 | 121,431,310 |
Redeemable convertible preferred stock liquidation preference | $ 1,749,201 | |
Preferred shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 0 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 600,000,000 | 262,797,235 |
Common stock, shares issued | 217,076,712 | 1,708,476 |
Common stock, share outstanding | 217,076,712 | 1,708,476 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Comprehensive Loss (unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Revenue | $ 11,805 | $ 9,167 |
Costs and Expenses [Abstract] | ||
Cost of revenue | 29,874 | 35,572 |
Research and development | 15,658 | 21,258 |
Selling, general, and administrative | 21,420 | 22,835 |
Total costs and expenses | 66,952 | 79,665 |
Loss from operations | (55,147) | (70,498) |
Interest and other income (expense), net | ||
Interest income | 5 | 445 |
Interest expense | (5,308) | (5,285) |
Other expense, net | (1,442) | (24) |
Gain on fair value change, net | 7,413 | 4,427 |
Loss on extinguishment of debt | (10,018) | |
Interest and other income (expense), net | (9,350) | (437) |
Loss before income tax expense | (64,497) | (70,935) |
Provision for income taxes | (5) | (5) |
Net and comprehensive loss | $ (64,502) | $ (70,940) |
Net loss per share, basic and diluted | $ (1.16) | $ (42.82) |
Weighted-average shares used in calculation of net loss per share, basic and diluted | 55,500,398 | 1,656,774 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit) (unaudited) - USD ($) $ in Thousands | Total | Previously Reported [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member]Previously Reported [Member] | Additional Paid-in Capital [Member]Revision of Prior Period, Adjustment [Member] | Accumulated Deficit | Accumulated DeficitPreviously Reported [Member] | Common Stock [Member] | Common Stock [Member]Previously Reported [Member] | Common Stock [Member]Revision of Prior Period, Adjustment [Member] | Redeemable Convertible Preferred Stock [Member] | Redeemable Convertible Preferred Stock [Member]Previously Reported [Member] | Redeemable Convertible Preferred Stock [Member]Revision of Prior Period, Adjustment [Member] |
Balance at Dec. 31, 2019 | $ (1,573,864) | $ (1,573,864) | $ 60,356 | $ 60,349 | $ 7 | $ (1,634,220) | $ (1,634,220) | $ 7 | $ (7) | $ 1,812,724 | $ 1,812,724 | ||
Balance (in Shares) at Dec. 31, 2019 | 1,650 | 71,000 | (69,350) | 121,436 | 5,223,032 | (5,101,596) | |||||||
Cancellation of Series A, Series B, and Series E redeemable convertible preferred stock | 46 | 46 | $ (46) | ||||||||||
Cancellation of Series A, Series B, and Series E redeemable convertible preferred stock (in shares) | (5) | ||||||||||||
Issuance of common stock upon exercise of stock options | 149 | 149 | |||||||||||
Issuance of common stock upon exercise of stock options (in shares) | 28 | ||||||||||||
Stock-based compensation | 9,218 | 9,218 | |||||||||||
Net loss | (70,940) | (70,940) | |||||||||||
Balance at Mar. 31, 2020 | (1,635,391) | 69,769 | (1,705,160) | $ 1,812,678 | |||||||||
Balance (in Shares) at Mar. 31, 2020 | 1,678 | 121,431 | |||||||||||
Balance at Dec. 31, 2020 | (1,801,413) | $ (1,801,413) | 89,789 | $ 89,782 | $ 7 | (1,891,202) | $ (1,891,202) | $ 7 | $ (7) | $ 1,812,678 | $ 1,812,678 | ||
Balance (in Shares) at Dec. 31, 2020 | 1,709 | 73,483 | (71,774) | 121,431 | 5,222,852 | (5,101,421) | |||||||
Conversion of redeemable convertible preferred stock to common stock in connection with reverse recapitalization | 1,812,678 | 1,812,666 | $ 12 | $ (1,812,678) | |||||||||
Conversion of redeemable convertible preferred stock to common stock in connection with reverse recapitalization (in shares) | 121,431 | (121,431) | |||||||||||
Reverse recapitalization transaction, net of fees | 745,751 | 745,741 | $ 10 | ||||||||||
Reverse recapitalization transaction, net of fees (in shares) | 93,865 | ||||||||||||
Conversion of redeemable convertible preferred stock warrants to common stock warrants in connection with reverse recapitalization | 7,267 | 7,267 | |||||||||||
Issuance of common stock upon exercise of stock options | $ 382 | 382 | |||||||||||
Issuance of common stock upon exercise of stock options (in shares) | 186,000 | 72 | |||||||||||
Stock-based compensation | $ 11,282 | 11,282 | |||||||||||
Net loss | (64,502) | (64,502) | |||||||||||
Balance at Mar. 31, 2021 | $ 711,445 | $ 2,667,127 | $ (1,955,704) | $ 22 | |||||||||
Balance (in Shares) at Mar. 31, 2021 | 217,077 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (unaudited) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Cash flows from operating activities: | |||
Net loss | $ (64,502) | $ (70,940) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 6,055 | 6,201 | |
Loss on extinguishment of debt | 10,018 | ||
Gain on fair value change, net | (7,413) | (4,427) | |
Amortization of debt discount | 488 | 586 | |
Stock-based compensation | 11,282 | 9,218 | |
Changes in operating assets and liabilities: | |||
Accounts receivable | 166 | 1,523 | |
Inventories | (651) | 756 | |
Prepaid expenses and other current assets | 87 | 22,044 | |
Other assets | (865) | 26 | |
Accounts payable | (4,685) | (2,967) | |
Deferred revenue | 432 | (542) | |
Accrued compensation | (1,360) | 481 | |
Accrued expenses and other liabilities | (19,390) | (1,310) | |
Net cash used in operating activities | (70,338) | (39,351) | |
Cash flows from investing activities: | |||
Purchases of property and equipment | (2,679) | (19,355) | |
Maturities of short-term investments | 32,866 | ||
Net cash provided by (used in) investing activities | (2,679) | 13,511 | |
Cash flows from financing activities: | |||
Proceeds from draws related to revolving debt facility | 34,615 | ||
Repayment of revolving debt facility | (257,454) | (37,500) | |
Repayment of other debt obligations | (1,714) | ||
Payments of obligations under capital leases | (210) | (364) | |
Proceeds from issuance of common stock upon exercise of stock options | 382 | 149 | |
Proceeds from reverse recapitalization and PIPE financing | 815,184 | ||
Payment of transaction costs related to reverse recapitalization | (41,657) | ||
Net cash provided by (used in) financing activities | 516,245 | (4,814) | |
Net increase (decrease) in cash, cash equivalents, and restricted cash | 443,228 | (30,654) | |
Cash, cash equivalents, and restricted cash, beginning of period | 74,693 | 148,674 | $ 148,674 |
Cash, cash equivalents, and restricted cash, end of period | 517,921 | 118,020 | $ 74,693 |
Supplemental disclosure of noncash activities: | |||
Cash paid for interest | 19,329 | 1,492 | |
Cash paid for income taxes | 28 | 8 | |
Non-cash investing and financing activities: | |||
Change in accounts payable balance and other liabilities related to purchase of property and equipment | (967) | $ (2,784) | |
Conversion of redeemable convertible preferred stock to common stock | 1,812,678 | ||
Conversion of redeemable convertible preferred stock warrants to common stock warrants | 7,267 | ||
Common stock issued in exchange for services | $ 7,500 |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Summary of Significant Accounting Policies | 1. Organization and Summary of Significant Accounting Policies Organization View, Inc. (f/k/a CF Finance Acquisition Corp. II) and its wholly-owned subsidiaries (collectively “View” or the “Company”) headquartered in Milpitas, California, is a technology company that manufactures smart building products intended to help improve people’s health, productivity and experience, while simultaneously reducing energy consumption. View’s primary product is a proprietary electrochromic or “smart” glass panel that when combined with View’s proprietary network infrastructure and software, intelligently adjusts in response to the sun by tinting from clear to dark states, and vice versa thereby reducing heat and glare. The Company is devoting substantially all of its efforts towards the manufacturing, sale and further development of its product platforms, and marketing of both custom and standardized product solutions. On March 8, 2021 (the “Closing Date” or “Closing”), CF Finance Acquisition Corp. II (“CF II”), a Delaware corporation, consummated the previously announced merger pursuant to an Agreement and Plan of Merger, dated November 30, 2020 (the “Merger Agreement”), by and among CF II, PVMS Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of CF II (“Merger Sub”), and View, Inc. (hereinafter referred to as “Legacy View”). Pursuant to the Merger Agreement, a business combination between CF II and Legacy View was effected through the merger of Merger Sub with and into Legacy View, with Legacy View surviving as the surviving company and as a wholly-owned subsidiary of CF II (the “Merger” and collectively with the other transactions described in the Merger Agreement, the “Transactions”). On the Closing Date, CF II changed its name from CF Finance Acquisition Corp. II to View, Inc. and Legacy View changed its name to View Operating Corporation. See “ Note 2— Reverse Recapitalization” Basis of Presentation The condensed consolidated financial statements and accompanying notes have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and regulations of the U.S. Securities and Exchange Commission (“SEC”) for interim financial reporting and are unaudited. The Company’s condensed consolidated financial statements include the accounts of View, Inc. and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The Company’s fiscal year ends on December 31. Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. Accordingly, these condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2020 included in View’s Current Report on Form 8-K As a result of the Transactions completed on March 8, 2021, prior period share and per share amounts presented in the accompanying condensed consolidated financial statements and these related notes have been retroactively converted. The condensed consolidated financial statements were prepared on the same basis as the audited consolidated financial statements and included herein reflect all adjustments, including normal recurring adjustments, which are, in the opinion of management, necessary for a fair statement of the Company’s financial position as of March 31, 2021 and the results of operations and cash flows for the three months ended March 31, 2021 and 2020. The results of operations for the three months ended March 31, 2021 are not necessarily indicative of the results that may be expected for the full year or any other future interim or annual periods. View’s Pandemic Response During March 2020, the World Health Organization declared the coronavirus outbreak (COVID-19) to The COVID-19 pandemic COVID-19 which COVID-19 impacts of COVID-19 and others. COVID-19’s disruptions of COVID-19 on To address these conditions, the Company established protocols to continue business operations as an essential industry, insulate its supply chain from delays and disruptions, and assessed its business operations and financial plans as a result of COVID-19. The the pre-COVID business Liquidity On March 8, 2021, the Company completed the Transactions and raised net proceeds of $771.3 million, net of transaction costs of $43.9 million. In conjunction with the Transactions, the Company repaid in full the revolving debt facility of $276.8 million, including accrued interest and future interest through maturity of the notes of Since inception, the Company has not achieved profitable operations or positive cash flows from operations. The Company’s accumulated deficit totaled $1,955.7 million as of March 31, 2021 and it expects to incur substantial losses in future periods. The Company’s future operations are also dependent on the success of the Company’s development and commercialization efforts and, ultimately, upon the market acceptance of the Company’s products. These condensed consolidated financial statements have been prepared on a going concern basis. Management believes that the Company’s cash and cash equivalents of $506.5 million as of March 31, 2021 are adequate to meet its needs, including any debt balances due at maturity, for the next twelve months from the issuance of these condensed consolidated financial statements. Summary of Significant Accounting Policies Other than policies noted below, there have been no significant changes to the significant accounting policies disclosed in Note 1 of the audited consolidated financial statements as of and for the year ended December 31, 2020 included in View’s Current Report on Form 8-K filed with the SEC on March 12, 2021. Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts and disclosures in the condensed consolidated financial statements and the accompanying notes. Significant estimates include warranty accrual, the fair value of common stock prior to reverse recapitalization and other assumptions used to measure stock-based compensation, the fair value of the redeemable convertible preferred stock, warrants, sponsor earn-out Concentration of Credit Risk and Other Risks and Uncertainties Financial instruments which potentially subject the Company to concentration of credit risk consist primarily of cash and cash equivalents, restricted cash, and accounts receivable. Cash and cash equivalents are held by domestic financial institutions with high credit standings. Such deposits may, at times, exceed federally insured limits. As of March 31, 2021, the Company has not experienced any losses on its deposits of cash and cash equivalents. For the three months ended March 31, 2021, one customer represented greater than 10.0% of total revenue, accounting for 26.3%. Four customers represented greater than 10.0% of total revenue, accounting for 65.0%, for the three months ended March 31, 2020. One customer accounted for 28.8% of accounts receivable, net as of March 31, 2021 and one customer accounted for 23.6% of accounts receivable, net as of December 31, 2020. Accounts receivable are stated at the amount the Company expects to collect. The Company generally does not require collateral or other security in support of accounts receivable. To reduce credit risk, management performs ongoing credit evaluations of its customers’ financial condition. Certain materials used by the Company in the manufacturing of its products are purchased from a limited number of suppliers. Shortages could occur in these materials due to an interruption of supply or increased demand in the industry. For the three months ended March 31, 2021, two suppliers accounted for 37.3% and 12.7% of total purchases. For the three months ended March 31, 2020, one supplier accounted for 48.6% of total purchases. Fair Value Measurement of Financial Assets and Liabilities Fair value is defined as an exchange price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be either recorded or disclosed at fair value, the Company considers the principal or most advantageous market in which it would transact, and it also considers assumptions that market participants would use when pricing the asset or liability. The Company maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. U.S. GAAP establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The fair value hierarchy is as follows: Level 1 Observable inputs such as quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Level 2 Inputs other than the quoted prices in active markets that are observable either directly or indirectly. Level 3 Unobservable inputs in which there are little or no market data and which require the Company to develop its own assumptions. Cash equivalents relating to demand deposits and U.S. Treasury bills, accounts receivable, and accounts payable are carried at cost, which approximates fair value due to the short maturity of these instruments. Short-term and long-term debt are carried at amortized cost, which approximates its fair value. See Note 4, for further information. Inventories Inventories consist of finished goods and are stated at the lower of cost or net realizable value. Costs are measured on a first-in, Product Warranties The Company provides a standard assurance type warranty that its IGUs will be free from defects in materials and workmanship for generally years from the date of delivery to customers. IGUs with sloped or laminated glass generally have a warranty of years. Control systems associated with the sale of IGUs typically have a 5 - year warranty. In In 2019, the Company identified a quality issue with certain material purchased from one of its suppliers utilized in the manufacturing of certain IGUs. The Company stopped using the affected materials upon identification in 2019. The Company has had a low warranty claim rate to-date related As of March 31, 2021 and December 31, 2020, the warranty liability included in accrued expenses and other current liabilities was million, respectively, on the condensed consolidated balance sheets. During the three months ended March 31, 2021, the Company recorded a net credit of $0.3 Unforeseen component failures or exceptional component performance can also result in changes to warranty costs. If actual warranty costs differ substantially from the Company’s estimates, revisions to the estimated warranty liability would be required, which could have a material adverse effect on the Company’s business, financial condition and results of operations. Revenue Recognition The Company generates revenue from (i) the manufacturing and sale of insulating glass units (“IGU”) that are coated on the inside with a proprietary technology and are designed and built to customer specifications that include sizes for specific windows, skylights, and doors in specified or designated areas of a building and (ii) selling the Controls, Software and Services (“CSS”), which includes electrical connections schema, sky sensors, window controllers and control panels with embedded software, cables and connectors that when combined with the IGUs enable the IGUs to tint. Also included in CSS is a commissioning service, in which the installed IGUs and CSS components are tested and tinting configurations are set by the Company. The IGUs and CSS are typically sold separately to glaziers and low-voltage electricians The Company’s revenue is highly dependent on securing design wins with end-users of a non-binding memorandum a design-win is The Company’s accounting policy for its contracts with its customers is as follows: The Company accounts for revenue in accordance with Accounting Standards Codification (ASC) Topic 606, Revenue from Contracts with Customers (ASC 606) for all periods presented. Under ASC 606, revenue is recognized as or when a customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that are within the scope of ASC 606, the Company performed the following five steps: Step 1: Identify the contract(s) with a customer; Step 2: Identify the performance obligations in the contract; Step 3: Determine the transaction price; Step 4: Allocate the transaction price to the performance obligations in the contract; and Step 5: Recognize revenue as or when the entity satisfies a performance obligation. Insulating glass units (“IGUs”) IGUs are designed and fabricated to building-site specifications and typically sold to glaziers, who are subcontracted by the building general contractor. Each contract to provide IGUs includes multiple distinct IGUs. Each unit is separately identifiable, does not modify or customize one another and each unit is not highly interdependent or interrelated. The Company determines the transaction price based on the consideration expected to be received, which is the contractual selling price. There is no variable consideration. The building-site specific IGUs have no alternative use to the Company once production has commenced as at that time they cannot practically be redirected to another customer. The Company has contractually enforceable rights to proportionate payment of the transaction price for performance completed to date. As such, the Company recognizes revenue over time as the IGU is fabricated, using cost-to-cost as cumulative catch-up adjustment cumulative catch-up adjustments The average term of the contract is less than 12 months and is dependent on the size of the project and the associated construction schedule. Payment terms are generally net 30 upon invoicing, which coincides with shipment of completed IGUs. Controls, Software and Services (CSS) Contracts with customers for CSS contain multiple promised goods and services including electrical connections schema, sky sensors, window controllers and control panels with embedded software, cables and connectors, and commissioning and other support services. The customer in these arrangements is typically the LVE, GC, building owner or in some limited cases the glazier. The Company assesses whether each promised good or service is distinct for the purpose of identifying the performance obligations in the contract. This assessment requires management to make judgments about the individual promised good or service and whether such good or service is separable from the other aspects of the contractual relationship. Performance obligations in a contract are identified based on the promised goods or services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the goods or service either on its own or together with other resources that are readily available from third parties or from the Company, and are distinct in the context of the contract, whereby the transfer of the goods or services is separately identifiable from other promises in the contract. If these criteria are not met, the promised goods and services are accounted for as a combined performance obligation. The Company’s contracts to deliver CSS contain multiple performance obligations for each promise in the CSS arrangement. Each of the identified promises, including electrical connections schema, sky sensors, window controllers and control panels with embedded software, cables and connectors, and commissioning and other support services are capable of being distinct and each promise is separately identifiable in the context of the contract. The transaction price is allocated to each performance obligation on a relative standalone selling price basis. The Company determines standalone selling prices based on the price at which the performance obligation is sold separately. If the standalone selling price is not observable through past transactions, the Company applies judgment to estimate the standalone selling price taking into account available information, such as internally approved pricing guidelines with respect to geographies, customer type, internal costs, and gross margin objectives, for the related performance obligations. The consideration expected to be received for the Company’s CSS arrangements is generally fixed at inception; however, in limited cases the consideration expected to be received is dependent on the future occupancy of the building. The Company determines the transaction price based on the consideration expected to be received, which is the contractual selling price, as adjusted for any applicable estimates for variable consideration. Variable consideration is estimated at the amount that is expected to be earned. Estimated amounts are included in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. Payment terms are generally net 30 upon invoicing, which typically occurs upon delivery of electrical connections schema or shipment of electrical components and completion of the commissioning service. Limited CSS arrangements have extended payment terms, and the Company adjusts the transaction price for the effects of the financing component, if significant. The Company recognizes revenue allocated to each performance obligation at the time the related performance obligation is satisfied by transferring control of the promised good or service to a customer, which generally occurs upon shipment or delivery of the control panel and electrical components. The commissioning services and the delivery of the electrical connections schema require acceptance from the customer. The Company recognizes revenue from each of these two performance obligations when customer acceptance is obtained, as that is the point in time when control has been deemed to have transferred. Shipping and Handling Costs The Company considers shipping and handling activities as costs to fulfill the sales of products. Freight charged to customers is included in revenue when control of the product is transferred to the customer, and the related shipping and handling costs are included in cost of revenue. Taxes Taxes imposed by governmental authorities on the Company’s revenue producing activities with customers, such as sales taxes and value added taxes, are excluded from revenue. Contract Costs The Company incurs incremental costs of obtaining contracts, primarily sales commissions and related fringe benefits. Incremental costs to obtain contracts are evaluated for recoverability using the expected consideration of both IGU and CSS contracts as the incremental costs are associated with both contracts. The Company currently incurs significant losses on its offerings and as such incremental costs to obtain contracts are not recoverable and have been expensed as incurred. The Company does not incur significant costs to fulfill contracts prior to transferring control of the products or services. Stock-Based Compensation The Company measures stock-based awards, including stock options and restricted stock units (“RSUs”) granted to employees and nonemployees based on the estimated fair value as of the grant date. Nonemployee stock-based awards have not been material through March 31, 2021. Awards with only service vesting conditions The fair value of stock option awards with only service condition is estimated on the grant date using the Black-Scholes option-pricing model, which requires the input of assumptions, including the fair value of the underlying common stock, the expected term of the stock option, the expected volatility of the price of the Company’s common stock, risk-free interest rates, and the expected dividend yield of the Company’s common stock. Changes in the assumptions can materially affect the fair value and ultimately how much stock-based compensation expense is recognized. These inputs are subjective and generally require significant analysis and judgment to develop. The Company recognizes the fair value of each stock award on a straight-line basis over the requisite service period of the awards. Stock-based compensation expense is based on the value of the portion of stock-based awards that is ultimately expected to vest. As such, the Company’s stock-based compensation is reduced for the estimated forfeitures at the date of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. At Closing, as required by the Merger Agreement, the Company granted stock option awards to purchase 5,000,000 shares of the Company’s common stock to certain officers. Awards with service vesting and market conditions At Closing, as required by the Merger Agreement, the Company granted stock-based awards containing both service and market conditions, as follows: (i) a nonqualified stock option award to its CEO to purchase 25,000,000 shares of the Company common stock (“CEO Option Award”) and (ii) 12,500,000 RSUs to certain officers (“Officer RSUs”). The estimated fair value of the CEO Option Award and Officer RSUs is determined using Monte Carlo simulation model and the effect of the market condition is reflected in the grant date fair value of the award. Monte Carlo simulations are a class of computational algorithms that rely on repeated random sampling to compute their results. This approach allows the calculation of the value of such stock options based on a large number of possible stock price path scenarios. Compensation cost is recognized for each vesting tranche of an award with a market condition using the accelerated attribution method over the longer of the requisite service period and derived service period, irrespective of whether the market condition is satisfied. The derived service period is determined using the Monte Carlo simulation model. If a recipient terminates employment before completion of the requisite service period, any compensation cost previously recognized is reversed unless the market condition has been satisfied prior to termination. If the market condition has been satisfied during the vesting period, the remaining unrecognized compensation cost is accelerated. See Note 9 for further information regarding these awards. Sponsor Earn-Out At Closing, the Sponsor subjected (“Sponsor Earn-Out Shares”) Sponsor Earn-Out Shares Sponsor Earn-Out Shares Sponsor Earn-Out Shares the “Earn-Out Triggering T Sponsor Earn-Out Shares the Earn-Out Triggering Sponsor Earn-Out Shares Earn-Out Earn-Out million is included in gain on fair value change, net in the condensed consolidated statements of comprehensive loss. See Note 4, for further information on fair value. Public and Private Warrants Prior to the Merger, CF II issued 366,666 private placement warrants (“Private Warrants”) and 16,666,637 public warrants (“Public Warrants” and collectively “Warrants”). Each whole warrant entitles the holder to purchase one share of the Company’s common stock at a price of $11.50 per share, subject to adjustments. The Warrants are exercisable at any time commencing the later of a) 30 days after the completion of the Merger on March 8, 2021 and b) 12 months from the date of the closing of CF II’s initial public offering on August 26, 2020 and terminating five The Private Warrants and the shares of common stock issuable upon the exercise of the Private Warrants are transferable, assignable or salable after the completion of the Merger, 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 Upon consummation of the Merger, the Company concluded that (a) the Public Warrants meet the derivative scope exception for contracts in the Company’s own stock and are recorded in stockholders’ equity and (b) the Private Warrants do not meet the derivative scope exception and are accounted for as derivative liabilities. Specifically, the Private Warrants contain provisions that cause the settlement amounts dependent upon the characteristics of the holder of the warrant which is not an input into the pricing of a fixed-for-fixed On the consummation of the Merger, the Company recorded a liability related to the Private Warrants of $0.6 million, with an offsetting entry to additional paid-in million, included in Other Liabilities, with the loss on fair value change recorded in the condensed consolidated statement of comprehensive loss for the three months ended March 31, 2021. See Note 4, for further information on fair value. Segment Reporting Operating segments are defined as components of an entity where discrete financial information is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company operates and manages its business as one reportable and operating segment. The Company’s chief executive officer, who is the chief operating decision maker, reviews financial information on a consolidated basis for purposes of allocating resources and assessing performance. All long-lived assets are maintained in the United States. See “Concentration of Credit Risk and Other Risks and Uncertainties” for further information on revenue by customer and Note 3 for further information on revenue by geography and categorized by products and services. Recent Accounting Pronouncements Adopted In December 2019, the FASB issued ASU No. 2019-12, Recent Accounting Pronouncements, Not Yet Adopted In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) 2016-02. right-of-use In June 2016, FASB issued an ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326) In August 2020, the FASB issued No. ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) 815-40): 2020-06”) . 2020-06 |
Reverse Recapitalization
Reverse Recapitalization | 3 Months Ended |
Mar. 31, 2021 | |
Reverse Recapitalization [Abstract] | |
Reverse Recapitalization | 2. Reverse Recapitalization The Merger was accounted for as a reverse recapitalization. Under this method of accounting, CF II was treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the financial statements of the Company will represent a continuation of the financial statements of Legacy View with the Merger treated as the equivalent of Legacy View issuing stock for the net assets of CF II, accompanied by a recapitalization. The net assets of CF II will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Merger are those of Legacy View. In connection with the Merger, the Company raised $815.2 million of gross proceeds including the contribution of $374.1 million of cash held in CF II’s trust account from its initial public offering, net of redemptions of CF II Class A Common Stock held by CF II’s public stockholders of million of private investment in public equity (“PIPE”) at Upon the Closing, holders of Legacy View common stock and redeemable convertible preferred stock received shares of the Company’s common stock in an amount determined by application of the exchange ratio of 0.02325 (“Exchange Ratio”), which was based on Legacy View’s implied price per share prior to the Merger. For periods prior to the Merger, the reported share and per share amounts have been retroactively converted by applying the Exchange Ratio. In connection with the Merger, the Company incurred $43.9 million of Transaction costs, consisting of underwriting, legal, and other professional fees, of which $42.4 million was recorded to additional paid-in |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | 3. Revenue Disaggregation of Revenue The Company disaggregates revenue by geographic market and between products and services that depict the nature, amount, and timing of revenue and cash flows. The following table summarizes the Company’s revenue by geographic area, which is based on the shipping address of the customers (in thousands): Three Months Ended 2021 2020 Revenue: USA $ 10,673 $ 8,822 Canada 1,132 321 Other — 24 Tota l $ 11,805 $ 9,167 The following table summarizes the Company’s revenue by products and services (in thousands): Three Months Ended 2021 2020 Revenue: Products $ 11,771 $ 9,012 Commissioning services 34 155 Total $ 11,805 $ 9,167 Remaining Performance Obligations Remaining performance obligations represent the amount of contracted future revenue, including both deferred revenue and non-cancelable Contract Assets and Liabilities Contract assets reflect revenue recognized and performance obligations satisfied in advance of customer billing, where payment is conditional. Contract assets as of March 31, 2021 and December 31, 2020 were $1.2 million included in other current assets. Contract liabilities relate to amounts invoiced or consideration received from customers for the Company’s CSS contracts in advance of the Company’s satisfaction of the associated performance obligation. Such contact liabilities are recognized as revenue when the performance obligation is satisfied. Contract liabilities are presented as deferred revenue on the condensed consolidated balance sheets. Revenue recognized during the three months ended March 31, 2021 and 2020, which was included in the opening contract liability balance as of December 31, 2020 and 2019 was $0.3 million and $0.6 million, respectively. |
Fair Value
Fair Value | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value | 4. Fair Value The following table presents information about the Company’s financial assets and liabilities measured at fair value on a recurring basis (in thousands): March 31, 2021 Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 457,440 $ — $ — $ 457,440 Total cash equivalents 457,440 — — Restricted cash: Certificates of deposit 11,464 — 11,464 Total assets measured at fair value $ 457,440 $ 11,464 $ — $ 468,904 Private warrants liability $ — $ — $ 692 $ 692 Sponsor earn-out liability — — 23,983 23,983 Total liabilities measured at fair value $ — $ — $ 24,675 $ 24,675 December 31, 2020 Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 38,574 $ — $ — $ 38,574 Total cash equivalents 38,574 — — 38,574 Restricted cash: Certificates of deposit — 11,461 — 11,461 Total assets measured at fair value $ 38,574 $ 11,461 $ — $ 50,035 Redeemable convertible preferred stock warrants $ — $ — $ 12,323 $ 12,323 Total liabilities measured at fair value $ — $ — $ 12,323 $ 12,323 There were no transfers between Level 1, Level 2 or Level 3 during the three months ended March 31, 2021 and 2020. The following table provides a reconciliation of the beginning and ending balances for the level 3 financial liabilities measured at fair value using significant unobservable inputs (in thousands): Private Sponsor Earn-out Redeemable Balance as of December 31, 2020 $ — $ — $ 12,323 Additions during the quarter 589 26,443 — Change in fair value 103 (2,460 ) (5,056 ) Reclass to additional paid-in-capital — — (7,267 ) Balance as of March 31, 2021 $ 692 $ 23,983 $ — Valuation of redeemable convertible preferred stock warrants The Company used the Black-Scholes option-pricing model, which incorporates assumptions and estimates, to value the redeemable convertible preferred stock warrants. The Company determined the fair value per share of the underlying redeemable convertible preferred stock by taking into consideration the most recent sales of its redeemable convertible preferred stock, results obtained from third-party valuations and additional factors that are deemed relevant. As a private company, specific historical and implied volatility information of its stock is not available. Therefore, the Company estimated the expected stock volatility based on the historical volatility of publicly traded peer companies for a term equal to the expected term of the redeemable convertible preferred stock warrant. The risk-free interest rate was determined by reference to the U.S. Treasury yield curve for time periods approximately equal to the expected term of the redeemable convertible preferred stock warrant. The Company estimated a 0% expected dividend yield based on the fact that the Company had never paid or declared dividends through the Closing Date at which time these redeemable convertible preferred stock warrants were converted to common stock warrants (see Note 2, Reverse Recapitalization) and classified as a component of stockholders’ equity. The market-based assumptions used in the valuations include the following: March 8, 2021 (Closing Date) December 31, 2020 Expected volatility 52%-75 % 70 % Expected term (in years) 0.08-7.71 2.0 Expected dividends 0 % 0 % Risk-free rate 0.04%-1.28 % 0.1 % Discount for lack of marketability 5.0%-33.0 % 11%-55 % Valuation of Sponsor Earn-Out The estimated fair value of the Sponsor Earn-Out Shares March 31, 2021 March 8, 2021 (Closing Date) Stock price $7.40 $9.19 Expected volatility 46.60% 29.20% Risk free rate 0.92% 0.86% Contractual term (in years) 4.9 5.0 Expected dividends 0% 0% Current stock price: Expected volatility: Risk-free interest rate: Contractual term: The contractual term is the Expected dividend yield: Valuation of Private Warrants The estimated fair value of the Private Warrants was determined using the Black-Scholes option-pricing model using the following assumptions: March 31, 2021 March 8, 2021 (Closing Date) Stock price $7.40 $9.19 Expected volatility 46.6% 29.2% Risk free rate 0.78% 0.73% Expected term (in years) 4.4 4.5 Expected dividends 0% 0% |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 5. Commitments and Contingencies Operating Leases The Company has an operating lease of approximately 77,200 square feet of office space in Milpitas, California. The lease will expire on September 30, 2028. The lease requires a letter of credit in the amount of $1.0 million. The letter of credit was issued by the Company’s primary commercial bank and is fully secured by a certificate of deposit. The Company has classified this certificate of deposit as restricted cash on the condensed consolidated balance sheets. The Company also had an operating lease agreement for the lease of approximately 6,000 square feet of office space in Milpitas, California which expired on December 31, 2020. In July 2010, the Company entered into an operating lease with Industrial Developments International for approximately 300,000 square feet of manufacturing space in Olive Branch, Mississippi, which is effective through March 2026. The lease requires, in addition to the minimum payments noted below, a letter of credit in the amount of $0.4 million in lieu of a deposit. The letter of credit was issued by the Company’s primary commercial bank and is fully secured by a certificate of deposit. The Company has classified this certificate of deposit as restricted cash on the condensed consolidated balance sheets. In September 2015, the Company amended the lease for an additional 267,300 square feet effective from March 2016. In March 2018, the Company entered into a second amendment for an additional 236,804 square feet, which lease expires on March 31, 2028. In January 2019, the Company entered into an industrial facility operating lease with IDIG Crossroads I, LLC for manufacturing space of 510,350 square feet in Olive Branch, Mississippi with expiration on February 28, 2029. The lease requires a security deposit in the amount of $0.5 million and $1.1 million as of March 31, 2021 and December 31, 2020, respectively. The Company classified this security deposit as other assets on the condensed consolidated balance sheets. In April 2021, the Company terminated this operating lease. The Company recorded facility rent expense of $1.7 million and $1.9 million for the three months ended March 31, 2021 and 2020, respectively. The future minimum payments under all leases are as follows (in thousands): Year Ending December 31, Operating Leases 2021 (remaining nine months) $ 5,672 2022 7,718 2023 7,901 2024 8,089 2025 8,281 Thereafter 22,509 Total minimum lease payments $ 60,170 The amount included in the above table associated with the terminated lease on April 30, 2021 was $16.4 million ($1.3 million in 2021, $2.0 million in each of 2022, 2023 and 2024, $2.1 million in 2025 and $7.0 million thereafter). Indemnifications From time to time, the Company enters into certain types of contracts that contingently require the Company to indemnify the Company’s officers, directors, and employees for liabilities arising out of their employment relationship. Generally, a maximum obligation under these contracts is not explicitly stated. Because the maximum amounts associated with these agreements are not explicitly stated, the overall maximum amount of the obligation cannot be reasonably estimated. The Company has not been required to make payments under these obligations, and no liabilities have been recorded for these obligations on the Company’s condensed consolidated balance sheets. Standby Letter of Credit During the course of business, the Company’s bank issues standby letters of credit on behalf of the Company to certain vendors of the Company. As of March 31, 2021 and December 31, 2020, the total value of the letters of credit issued by the bank were $11.5 million. No amounts have been drawn under the standby letter of credit. Litigation Settlement In December 2014, the Company finalized the terms of a litigation settlement with a third party where the Company agreed to pay the other party a total of $32.0 million periodically over the next ten years. The Company recorded the present value of future payments as a liability and records interest expense as it accretes the liability. Under the terms of the settlement, the Company paid $3.0 million and $2.0 million during the three months ended March 31, 2021 and 2020, respectively. As of March 31, 2021 and December 31, 2020, the Company is obligated to pay $13.0 million and $16.0 million, respectively, through 2025. As of March 31, 2021, the Company recorded $3.0 million and $7.0 million and as of December 31, 2020, $3.0 million and $9.7 million, respectively, in accrued expense and current liabilities, and other liabilities on the condensed consolidated balance sheets. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt | 6. Debt Debt outstanding consisted of the following (in thousands): Interest Rate March 31, December 31, Term loan, due June 30, 2032 0% $ 15,430 $ 15,430 Revolving debt facility, repaid on March 8, 2021 LIBOR+9.05% — 250,000 Debt discount — (2,752 ) Total Debt 15,430 262,678 Debt, current — 247,248 Debt, non-current $ 15,430 $ 15,430 Principal payments on all debt outstanding as of March 31, 2021 are estimated as follows (in thousands): Year Ending December 31, Total 2021 (remaining nine months) $ — 2022 1,470 2023 1,470 2024 1,470 2025 1,470 Thereafter 9,550 Total $ 15,430 Term Loan On November 22, 2010, the Company entered into a debt arrangement with a lender, in an amount of $40.0 million (“Term Loan”), for the purpose of financing equipment and tenant improvements at its manufacturing facility in Olive Branch, Mississippi. Pursuant to the original terms, the loan provides for interest-free debt to be repaid in semi-annual payments due on June 30 and December 31 each year. The first installment became due on December 31, 2012. The loan was originally being paid over 24 semi-annual installments through June 30, 2024 On October 22, 2020, the Company entered into an amended and restated debt arrangement with the lender. The amended and restated debt arrangement temporarily suspended the payments. Starting June 30, 2022, the Company is required to make semi-annual payments of $0.7 million through June 30, 2032. The term loan agreement, as amended, contains requirements of the Company to: (i) invest at least $133.0 million in land, building, and equipment no later than December 31, 2016; and (ii) create 330 new full-time jobs within five years of the start of commercial production, no later than December 31, 2017, with an average annual wage of at least $48 thousand per job. Failure to meet these requirements, in whole or in part, may result in acceleration of debt repayment. The Company has met these requirements and was not in default of any of the terms of the debt arrangement. The term loan agreement, as amended, also includes a covenant for audited consolidated financial statements to be delivered to the lender within 210 days of the Company’s fiscal year end. The Company was in compliance with this covenant. Revolving Debt Facility In October 2019, the Company entered into a secured revolving debt facility pursuant to which the Company may draw amounts in a maximum aggregate principal amount of $200.0 million until January 3, 2020 and $250.0 million after such date, for the purpose of paying payables and other corporate obligations. In October 2019, the Company drew a principal amount of $150.0 million under the facility with weekly maturity dates ranging from 8 days to 364 days. In May 2020, the Company drew the remaining principal amount of $100.0 million available under the facility, which is repayable in May 2021. The facility expires on October 22, 2023, at which time all drawn amounts must be repaid in full. The interest rate applicable to amounts outstanding under the facility is LIBOR, plus 9.05%. As security for the payment and performance of all obligations under the facility, the Company has granted the finance provider a security interest in substantially all of the Company’s assets. Through October 23, 2022, repaid principal amounts become immediately available to be redrawn under the facility with maturity dates of one year. The maximum draw amount available under the facility is determined by a borrowing base calculated based on a formula consisting of certain eligible assets of the Company. As of December 31, 2020, the Company’s available borrowing capacity was nil pursuant to the terms of the debt facility including borrowing base limitation and compliance with other applicable terms. As of December 31, 2020, the Company classified the outstanding balance of $250.0 million as a current liability because the Company was in violation of the stockholders’ equity covenant as of such date and the limited waiver from the finance provider waived such violation only through March 31, 2021. In December 2020, the Company entered into an amendment to replace thirteen weekly draws of approximately $2.9 million each, aggregating to $37.5 million in principal amount, with four notes of approximately $9.4 million each, aggregating to $37.5 million in principal amount. Before the amendment, the Company would have paid a total of $42.0 million, consisting of principal and interest amounts, upon maturity on January 6, 2021 through March 31, 2021. As a result of this amendment, the Company would have paid a total amount of $42.2 million, consisting of principal and interest amounts, upon maturity on April 9, 2021 through April 16, 2021. On March 8, 2021, upon Closing, the facility was repaid in full in the amount of million, including accrued interest and future interest through maturity of the notes $26.8 million prior to the expiration of the limited waiver from the finance provider. Upon repayment of its obligation, the Company recorded a debt extinguishment loss of $10.0 million. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | 7. Stockholders’ Equity Common Stock On March 9, 2021, the Company’s common stock and warrants began trading on the Nasdaq Global Select Market under the ticker symbols “VIEW” and “VIEWW,” respectively. Pursuant to the Company’s certificate of incorporation, the Company is authorized to issue 600,000,000 shares of common stock with a par value of $0.0001 per share. As of March 31, 2021, the Company had 217,076,712 shares of common stock issued and outstanding. Prior to the Merger, Legacy View had outstanding shares of Series A, Series B, Series C, Series D, Series E-2, Series F, Series G, and Series H redeemable convertible preferred stock. Upon the Closing, holders of these outstanding redeemable convertible preferred stock received shares of the Company’s common stock in an amount determined by application of the Exchange Ratio, as discussed in Note 2 — Reverse Recapitalization. Preferred Stock Pursuant to the Company’s certificate of incorporation, the Company is authorized to issue 1,000,000 shares of preferred stock having a par value of $0.0001 per share (“View Inc Preferred Stock”). The Company’s board of directors has the authority to issue View, Inc. Preferred Stock and to determine the rights, preferences, privileges, and restrictions, including voting rights, of those shares. As of March 31, 2021, shares of View, Inc. Preferred Stock were issued and outstanding. Dividend Common stock is entitled to dividends when and if declared by the Company’s board of directors, subject to the rights of all classes of stock outstanding having priority rights to dividends. The Company has not paid any cash dividends on common stock to date. The Company may retain future earnings, if any, for the further development and expansion of its business and has no current plans to pay cash dividends for the foreseeable future. Any future determination to pay dividends will be made at the discretion of the Company’s board of directors and will depend on, among other things, the Company’s financial condition, results of operations, capital requirements, restrictions contained in future agreements and financing instruments, business prospects and such other factors as the Company’s board of directors may deem relevant. |
Stock Warrants
Stock Warrants | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Stock Warrants | 8. Stock Warrants Public and Private Warrants Prior to the Merger, CF II issued 366,666 Private Warrants and 16,666,637 Public Warrants. Each whole warrant entitles the holder to purchase one share of the Company’s common stock at a price of $11.50 per share, subject to adjustments. The Warrants are exercisable on August 26, 2021 and terminating five years after the Closing. Once the Public Warrants become exercisable, the Company may redeem the outstanding warrants, in whole and not in part, upon a minimum of 30 days’ prior written notice of redemption (“Redemption Period”). For purposes of the redemption, “Reference Value” shall mean the last reported sales price of the Company’s common stock for any twenty trading days within the thirty trading-day The Company may redeem the outstanding Public Warrants for cash at a price of $0.01 per warrant if the Reference Value equals or exceeds $18.00 per share. The warrant holders have the right to exercise their outstanding warrants prior to the scheduled redemption date during the Redemption Period at $11.50 per share. If the Company calls the Public Warrants for redemption, the Company will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis”, as described in the warrant agreement. The Private Warrants are identical to the Public Warrants except that the Private Warrants are not transferable, assignable or salable until 30 days after the completion of the Merger, subject to certain limited exceptions. Additionally, the Private Warrants are exercisable on a cashless basis and are non-redeemable so long On April 7, 2021, the Company filed a Registration Statement on Form S-1. This Registration Statement relates to the issuance of an aggregate of up to shares of common stock issuable upon the exercise of the Warrants. At the time of filing this Quarterly Report on Form 10-Q such Registration Statement has not been declared effective by the SEC. As of March 31, 2021, there were Warrants outstanding, and Warrants have been exercised. Other Common Stock Warrants Legacy View also issued redeemable convertible preferred stock and common stock warrants, to various service providers, lenders, investors, at various points in time, which were subsequently converted to the common stock warrants of the Company. Upon consummation of the Merger, each Legacy View warrant that was outstanding was assumed by CF II and converted into a common stock warrant exercisable for common stock equal to the product (rounded down to the nearest whole number) of (a) the number of shares of Legacy View capital stock subject to the Legacy View warrant immediately prior to the Merger multiplied by (b) the Exchange Ratio. Such warrants have a per share exercise price equal to the quotient (rounded up to the nearest whole cent) obtained by dividing (i) the exercise price per share of Legacy View capital stock subject to the Legacy View warrant immediately prior to the Merger by (ii) the Exchange Ratio, and, except as specifically provided in the Merger Agreement, each warrant continues to be governed by the same terms and conditions (including vesting and exercisability terms) as were applicable to the corresponding former Legacy View warrant immediately prior to the Merger. The following table summarizes the outstanding common stock warrants: Warrant issue date Types of shares issued by Legacy View Number of (As converted) Number of (As converted) Exercise Price Per (As Expiry Date August 2010 June 2011 Common stock (previously Series B redeemable convertible preferred stock) 46,498 46,498 $ 15.49 Note 1 August 2011 - January 2012 Common stock (previously Series C redeemable convertible preferred stock) 53,256 53,256 18.78 Note 1 August 2012 Common stock (previously Series D redeemable convertible preferred stock) 45,388 45,388 21.6 Note 1 December 2013 Common stock (previously Series E redeemable convertible preferred stock) 63,296 63,296 25.91 Note 1 April 2015 - April 2016 Common stock (previously Series F redeemable convertible preferred stock) 161,457 161,457 38.71 Through December 2022 April 2016 - Common stock (previously Series H redeemable convertible preferred stock) 1,135,391 1,135,391 18.93 Note 1 March 2017 Common stock (previously Series H redeemable convertible preferred stock) 1,849,431 1,849.431 12.91 March 2027 March 2014 Common stock 2,324 2,324 9.47 Through March 2024 August 2015 Common stock 12,916 12.916 11.62 Through August 2025 December 2018 Common stock 24,910 24,910 9.04 Through December 2028 August 2020 Common stock 17,033,303 — 11.50 March 2026 Total stock warrants 20,428,170 3,394,867 Note 1 – Expire two years from the effective date of an initial public offering. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | 9. Stock-Based Compensation 2018 Plan Legacy View’s 2018 Amended and Restated Equity Incentive Plan (formerly the 2009 Equity Incentive Plan), effective November 21, 2018 (the “2018 Plan”), allowed Legacy View to grant incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock awards and restricted stock units to eligible employees, directors, and consultants of Legacy View and any parent or subsidiary of Legacy View. In connection with the Closing of the Merger, the 2018 Plan was terminated, the remaining unallocated share reserve under the 2018 Plan was cancelled and no new awards will be granted under the 2018 Plan. 24,657,302 options (as converted, due to retroactive application of reverse recapitalization) outstanding under the 2018 Plan at Closing were assumed by the Company under the 2021 Plan (defined below). The options assumed under the 2021 Plan (defined below) generally vest 20% upon completion of one year of service and 1/60 per month thereafter or vest 25% upon completion of one year of service and 1/48 per month thereafter and generally expire 10 years from the date of grant. 2021 Plan In connection with the Closing of the Merger, the Company adopted the 2021 Equity Incentive Plan (the “2021 Plan”) under which 58,631,907 shares of common stock were initially reserved for issuance. The 2021 Plan permits the grant of incentive stock options (“Options”), nonstatutory stock options, stock appreciation rights, restricted stock, restricted stock units (“RSUs)”, and stock bonus awards. As of March 31, 2021, the Company had 15,809,242 shares of common stock reserved for future issuance of equity awards to employees, officers, directors, or consultants under the 2021 Plan. Pursuant to the terms of the Agreement and Plan of Merger, at the Closing of the Merger on March 8, 2021, the Company granted 12,500,000 Officer RSUs for shares of Class A Common Stock of the Company and options to purchase Class A Common Stock of the Company (“Officer Options”) to View’s executive officers. following thirty-six months, following thirty-six months. CEO Incentive Plan In connection with the Closing of the Merger, the Company adopted the 2021 Chief Executive Officer Incentive Plan (the “CEO Incentive Plan”) effective March 8, 2021. Pursuant to the CEO Incentive Plan and the terms of the Agreement and Plan of Merger, on March 8, 2021, the Company granted the CEO the CEO Option Award to purchase Class A common stock of the Company at an exercise price of $10.00 per share, which vests and becomes exercisable upon satisfaction of the performance conditions set forth in the table below, contingent upon the CEO’s continued employment with the Company on each such vesting date. Tranche Option Shares (#) Average Trading Price 1 2,500,000 20.00 2 2,500,000 30.00 3 2,500,000 40.00 4 2,500,000 50.00 5 2,500,000 60.00 6 2,500,000 70.00 7 2,500,000 80.00 8 2,500,000 90.00 9 2,500,000 100.00 10 2,500,000 110.00 The following table summarizes the activity under the Company’s 2021 Plan (in thousands, except per share data and contractual term) for time vested options: Options Outstanding Number of Weighted- Weighted-Average Aggregate Outstanding as of December 31, 2020 1,071,605 $ 0.22 7.59 $ 20,564 Retroactive application of reverse recapitalization (1,046,690 ) Balance as of December 31, 2020, as converted 24,915 $ 9.32 7.59 $ 20,564 Options granted 5,000 $ 10.00 — — Exercised (186 ) $ 9.04 — — Canceled/forfeited (99 ) $ 9.35 — — Outstanding as of March 31, 2021 29,630 $ 9.44 7.84 $ — Options vested and expected to vest as of March 31, 2021 28,294 $ 9.46 7.84 $ — Exercisable as of March 31, 2021 14,950 $ 9.52 7.13 $ — The weighted-average grant date fair value per share of stock options granted was $4.38 for the three months ended March 31, 2021. The total grant date fair value of stock options vested was $6.4 million during the three months ended March 31, 2021. As of March 31, 2021, total unrecognized compensation cost related to unvested stock options, net of estimated forfeitures, was $58.1 million and is expected to be recognized over a weighted-average service period of 2.6 years. In addition to the time vested options above, as of March 31, 2021, total outstanding stock options under the CEO Incentive Plan was 25,000,000 shares which were issued during the three months ended March 31, 2021 with a grant date exercise price per share of $10.00 and remaining contractual term of 9.94 years. There were no options issued under this plan in 2020. The weighted-average grant date fair value per share of stock options granted under the CEO Incentive Plan was $3.54 for the three months ended March 31, 2021. As of March 31, 2021, total unrecognized compensation cost related to options under the CEO Incentive plan, net of estimated forfeitures, was $87.1 million and is expected to be recognized over a weighted-average service period of 5.1 years. The following table summarizes the activities for our outstanding RSUs under the Company’s 2021 Plan (in thousands, except per share data) during the three months ended March 31, 2021: Number of Weighted Outstanding as of December 31, 2020 — $ — Granted 12,500 $ 6.12 Outstanding as of March 31, 2021 12,500 $ 6.12 As of March 31, 2021, total unrecognized compensation cost related to RSUs, net of estimated forfeitures, was $74.0 million and is expected to be recognized over a weighted-average service period of 2.3 years. To the extent that the actual forfeiture rate is different than what the Company has anticipated, stock-based compensation related to these awards will be different from expectations. Valuation The estimated grant date fair values of the Company’s time vested stock options granted to employees were calculated using the Black-Scholes option Three Months Ended March 31, 2021 2020 Expected volatility 53.0% 70% Expected terms (in years) 6.0 5.4-6.7 Expected dividends 0% 0% Risk-free rate 1.07% 1.4%-1.8 % The estimated grant date fair value for each tranche of CEO Option Award and Officer RSUs is determined by using the Monte Carlo Simulation valuation model CEO Option Officer RSUs Officer Options Expected stock price $9.19 $9.19 $9.19 Expected volatility 54.0% 56.0% 53.0% Risk-free rate 1.59% 0.60% 1.07% Expected terms (in years) 10.0 4.0 6.0 Expected dividends 0% 0% 0% Discount for lack of marketability 20% n/a n/a Stock-based Compensation Expense The Company’s stock-based compensation included in its condensed consolidated statements of comprehensive loss was as follows (in thousands): Three Months Ended March 31, 2021 2020 Cost of revenue $ 940 $ 542 Research and development 976 2,908 Selling, general, and administrative 9,366 5,768 Total $ 11,282 $ 9,218 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 10. Income Taxes The Company calculates the provision for income taxes during interim reporting periods by applying an estimate of the annual effective tax rate for the full fiscal year to ordinary income or loss for the interim reporting period. When applicable, the year-to-date For the three months ended March 31, 2021 and March 31, 2020, the Company’s income tax expense was immaterial. As our U.S. operations are projecting to be in a taxable loss in the year and based on all available objectively verifiable evidence during the three months ended March 31, 2021, the Company believes it is more likely than not that the tax benefits of the U.S. losses incurred will not be realized. Accordingly, the Company will continue to maintain a full valuation allowance on the U.S. deferred tax assets. The Company’s income tax expense for the three months ended March 31, 2021 is due primarily to income taxes in Canada. The Company accounts for the uncertainty in income taxes by utilizing a comprehensive model for the recognition, measurement, presentation and disclosure in financial statements of any uncertain tax positions that have been taken or are expected to be taken on an income tax return. There had been no changes in the estimated uncertain tax benefits recorded as of December 31, 2020. |
Net Loss Per Share
Net Loss Per Share | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | 11. Net Loss Per Share The following table sets forth the computation of basic and diluted net loss per share (in thousands, except share and per share data): Three Months Ended March 31, 2021 2020 Net loss $ (64,502 ) $ (70,940 ) Total weighted-average shares outstanding, basic and diluted 55,500,398 1,656,774 Net loss per share, basic and diluted $ (1.16 ) $ (42.82 ) As a result of the Merger, the weighted-average number of shares of common stock used in the calculation of net loss per share have also been retroactively converted by applying the Exchange Ratio. The following outstanding shares of common stock equivalents were excluded from the computation of diluted net loss per share for the periods presented because including them would have had an anti-dilutive effect: March 31, 2021 2020 Redeemable convertible preferred stock (on an if-converted — 121,431,302 Stock options to purchase common stock 29,630,036 25,404,652 Warrants to purchase common stock 20,428,170 40,152 Warrants to purchase redeemable convertible preferred stock (on an if-converted — 3,387,251 Total 50,058,206 150,263,357 The 4,970,000 Sponsor Earn-Out Option |
Organization and Summary of S_2
Organization and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Organization View, Inc. (f/k/a CF Finance Acquisition Corp. II) and its wholly-owned subsidiaries (collectively “View” or the “Company”) headquartered in Milpitas, California, is a technology company that manufactures smart building products intended to help improve people’s health, productivity and experience, while simultaneously reducing energy consumption. View’s primary product is a proprietary electrochromic or “smart” glass panel that when combined with View’s proprietary network infrastructure and software, intelligently adjusts in response to the sun by tinting from clear to dark states, and vice versa thereby reducing heat and glare. The Company is devoting substantially all of its efforts towards the manufacturing, sale and further development of its product platforms, and marketing of both custom and standardized product solutions. On March 8, 2021 (the “Closing Date” or “Closing”), CF Finance Acquisition Corp. II (“CF II”), a Delaware corporation, consummated the previously announced merger pursuant to an Agreement and Plan of Merger, dated November 30, 2020 (the “Merger Agreement”), by and among CF II, PVMS Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of CF II (“Merger Sub”), and View, Inc. (hereinafter referred to as “Legacy View”). Pursuant to the Merger Agreement, a business combination between CF II and Legacy View was effected through the merger of Merger Sub with and into Legacy View, with Legacy View surviving as the surviving company and as a wholly-owned subsidiary of CF II (the “Merger” and collectively with the other transactions described in the Merger Agreement, the “Transactions”). On the Closing Date, CF II changed its name from CF Finance Acquisition Corp. II to View, Inc. and Legacy View changed its name to View Operating Corporation. See “ Note 2— Reverse Recapitalization” |
Basis of Presentation | Basis of Presentation The condensed consolidated financial statements and accompanying notes have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and regulations of the U.S. Securities and Exchange Commission (“SEC”) for interim financial reporting and are unaudited. The Company’s condensed consolidated financial statements include the accounts of View, Inc. and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The Company’s fiscal year ends on December 31. Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. Accordingly, these condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2020 included in View’s Current Report on Form 8-K As a result of the Transactions completed on March 8, 2021, prior period share and per share amounts presented in the accompanying condensed consolidated financial statements and these related notes have been retroactively converted. The condensed consolidated financial statements were prepared on the same basis as the audited consolidated financial statements and included herein reflect all adjustments, including normal recurring adjustments, which are, in the opinion of management, necessary for a fair statement of the Company’s financial position as of March 31, 2021 and the results of operations and cash flows for the three months ended March 31, 2021 and 2020. The results of operations for the three months ended March 31, 2021 are not necessarily indicative of the results that may be expected for the full year or any other future interim or annual periods. |
Use of Estimates | Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts and disclosures in the condensed consolidated financial statements and the accompanying notes. Significant estimates include warranty accrual, the fair value of common stock prior to reverse recapitalization and other assumptions used to measure stock-based compensation, the fair value of the redeemable convertible preferred stock, warrants, sponsor earn-out |
Concentration of Credit Risk and Other Risks and Uncertainties | Concentration of Credit Risk and Other Risks and Uncertainties Financial instruments which potentially subject the Company to concentration of credit risk consist primarily of cash and cash equivalents, restricted cash, and accounts receivable. Cash and cash equivalents are held by domestic financial institutions with high credit standings. Such deposits may, at times, exceed federally insured limits. As of March 31, 2021, the Company has not experienced any losses on its deposits of cash and cash equivalents. For the three months ended March 31, 2021, one customer represented greater than 10.0% of total revenue, accounting for 26.3%. Four customers represented greater than 10.0% of total revenue, accounting for 65.0%, for the three months ended March 31, 2020. One customer accounted for 28.8% of accounts receivable, net as of March 31, 2021 and one customer accounted for 23.6% of accounts receivable, net as of December 31, 2020. Accounts receivable are stated at the amount the Company expects to collect. The Company generally does not require collateral or other security in support of accounts receivable. To reduce credit risk, management performs ongoing credit evaluations of its customers’ financial condition. Certain materials used by the Company in the manufacturing of its products are purchased from a limited number of suppliers. Shortages could occur in these materials due to an interruption of supply or increased demand in the industry. For the three months ended March 31, 2021, two suppliers accounted for 37.3% and 12.7% of total purchases. For the three months ended March 31, 2020, one supplier accounted for 48.6% of total purchases. |
Fair Value Measurement of Financial Assets and Liabilities | Fair Value Measurement of Financial Assets and Liabilities Fair value is defined as an exchange price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be either recorded or disclosed at fair value, the Company considers the principal or most advantageous market in which it would transact, and it also considers assumptions that market participants would use when pricing the asset or liability. The Company maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. U.S. GAAP establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The fair value hierarchy is as follows: Level 1 Observable inputs such as quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Level 2 Inputs other than the quoted prices in active markets that are observable either directly or indirectly. Level 3 Unobservable inputs in which there are little or no market data and which require the Company to develop its own assumptions. Cash equivalents relating to demand deposits and U.S. Treasury bills, accounts receivable, and accounts payable are carried at cost, which approximates fair value due to the short maturity of these instruments. Short-term and long-term debt are carried at amortized cost, which approximates its fair value. See Note 4, for further information. |
Inventories | Inventories Inventories consist of finished goods and are stated at the lower of cost or net realizable value. Costs are measured on a first-in, |
Product Warranties | Product Warranties The Company provides a standard assurance type warranty that its IGUs will be free from defects in materials and workmanship for generally years from the date of delivery to customers. IGUs with sloped or laminated glass generally have a warranty of years. Control systems associated with the sale of IGUs typically have a 5 - year warranty. In In 2019, the Company identified a quality issue with certain material purchased from one of its suppliers utilized in the manufacturing of certain IGUs. The Company stopped using the affected materials upon identification in 2019. The Company has had a low warranty claim rate to-date related As of March 31, 2021 and December 31, 2020, the warranty liability included in accrued expenses and other current liabilities was million, respectively, on the condensed consolidated balance sheets. During the three months ended March 31, 2021, the Company recorded a net credit of $0.3 Unforeseen component failures or exceptional component performance can also result in changes to warranty costs. If actual warranty costs differ substantially from the Company’s estimates, revisions to the estimated warranty liability would be required, which could have a material adverse effect on the Company’s business, financial condition and results of operations. |
Revenue Recognition | Revenue Recognition The Company generates revenue from (i) the manufacturing and sale of insulating glass units (“IGU”) that are coated on the inside with a proprietary technology and are designed and built to customer specifications that include sizes for specific windows, skylights, and doors in specified or designated areas of a building and (ii) selling the Controls, Software and Services (“CSS”), which includes electrical connections schema, sky sensors, window controllers and control panels with embedded software, cables and connectors that when combined with the IGUs enable the IGUs to tint. Also included in CSS is a commissioning service, in which the installed IGUs and CSS components are tested and tinting configurations are set by the Company. The IGUs and CSS are typically sold separately to glaziers and low-voltage electricians The Company’s revenue is highly dependent on securing design wins with end-users of a non-binding memorandum a design-win is The Company’s accounting policy for its contracts with its customers is as follows: The Company accounts for revenue in accordance with Accounting Standards Codification (ASC) Topic 606, Revenue from Contracts with Customers (ASC 606) for all periods presented. Under ASC 606, revenue is recognized as or when a customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that are within the scope of ASC 606, the Company performed the following five steps: Step 1: Identify the contract(s) with a customer; Step 2: Identify the performance obligations in the contract; Step 3: Determine the transaction price; Step 4: Allocate the transaction price to the performance obligations in the contract; and Step 5: Recognize revenue as or when the entity satisfies a performance obligation. Insulating glass units (“IGUs”) IGUs are designed and fabricated to building-site specifications and typically sold to glaziers, who are subcontracted by the building general contractor. Each contract to provide IGUs includes multiple distinct IGUs. Each unit is separately identifiable, does not modify or customize one another and each unit is not highly interdependent or interrelated. The Company determines the transaction price based on the consideration expected to be received, which is the contractual selling price. There is no variable consideration. The building-site specific IGUs have no alternative use to the Company once production has commenced as at that time they cannot practically be redirected to another customer. The Company has contractually enforceable rights to proportionate payment of the transaction price for performance completed to date. As such, the Company recognizes revenue over time as the IGU is fabricated, using cost-to-cost as cumulative catch-up adjustment cumulative catch-up adjustments The average term of the contract is less than 12 months and is dependent on the size of the project and the associated construction schedule. Payment terms are generally net 30 upon invoicing, which coincides with shipment of completed IGUs. Controls, Software and Services (CSS) Contracts with customers for CSS contain multiple promised goods and services including electrical connections schema, sky sensors, window controllers and control panels with embedded software, cables and connectors, and commissioning and other support services. The customer in these arrangements is typically the LVE, GC, building owner or in some limited cases the glazier. The Company assesses whether each promised good or service is distinct for the purpose of identifying the performance obligations in the contract. This assessment requires management to make judgments about the individual promised good or service and whether such good or service is separable from the other aspects of the contractual relationship. Performance obligations in a contract are identified based on the promised goods or services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the goods or service either on its own or together with other resources that are readily available from third parties or from the Company, and are distinct in the context of the contract, whereby the transfer of the goods or services is separately identifiable from other promises in the contract. If these criteria are not met, the promised goods and services are accounted for as a combined performance obligation. The Company’s contracts to deliver CSS contain multiple performance obligations for each promise in the CSS arrangement. Each of the identified promises, including electrical connections schema, sky sensors, window controllers and control panels with embedded software, cables and connectors, and commissioning and other support services are capable of being distinct and each promise is separately identifiable in the context of the contract. The transaction price is allocated to each performance obligation on a relative standalone selling price basis. The Company determines standalone selling prices based on the price at which the performance obligation is sold separately. If the standalone selling price is not observable through past transactions, the Company applies judgment to estimate the standalone selling price taking into account available information, such as internally approved pricing guidelines with respect to geographies, customer type, internal costs, and gross margin objectives, for the related performance obligations. The consideration expected to be received for the Company’s CSS arrangements is generally fixed at inception; however, in limited cases the consideration expected to be received is dependent on the future occupancy of the building. The Company determines the transaction price based on the consideration expected to be received, which is the contractual selling price, as adjusted for any applicable estimates for variable consideration. Variable consideration is estimated at the amount that is expected to be earned. Estimated amounts are included in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. Payment terms are generally net 30 upon invoicing, which typically occurs upon delivery of electrical connections schema or shipment of electrical components and completion of the commissioning service. Limited CSS arrangements have extended payment terms, and the Company adjusts the transaction price for the effects of the financing component, if significant. The Company recognizes revenue allocated to each performance obligation at the time the related performance obligation is satisfied by transferring control of the promised good or service to a customer, which generally occurs upon shipment or delivery of the control panel and electrical components. The commissioning services and the delivery of the electrical connections schema require acceptance from the customer. The Company recognizes revenue from each of these two performance obligations when customer acceptance is obtained, as that is the point in time when control has been deemed to have transferred. Shipping and Handling Costs The Company considers shipping and handling activities as costs to fulfill the sales of products. Freight charged to customers is included in revenue when control of the product is transferred to the customer, and the related shipping and handling costs are included in cost of revenue. Taxes Taxes imposed by governmental authorities on the Company’s revenue producing activities with customers, such as sales taxes and value added taxes, are excluded from revenue. Contract Costs The Company incurs incremental costs of obtaining contracts, primarily sales commissions and related fringe benefits. Incremental costs to obtain contracts are evaluated for recoverability using the expected consideration of both IGU and CSS contracts as the incremental costs are associated with both contracts. The Company currently incurs significant losses on its offerings and as such incremental costs to obtain contracts are not recoverable and have been expensed as incurred. The Company does not incur significant costs to fulfill contracts prior to transferring control of the products or services. |
Stock-Based Compensation | Stock-Based Compensation The Company measures stock-based awards, including stock options and restricted stock units (“RSUs”) granted to employees and nonemployees based on the estimated fair value as of the grant date. Nonemployee stock-based awards have not been material through March 31, 2021. Awards with only service vesting conditions The fair value of stock option awards with only service condition is estimated on the grant date using the Black-Scholes option-pricing model, which requires the input of assumptions, including the fair value of the underlying common stock, the expected term of the stock option, the expected volatility of the price of the Company’s common stock, risk-free interest rates, and the expected dividend yield of the Company’s common stock. Changes in the assumptions can materially affect the fair value and ultimately how much stock-based compensation expense is recognized. These inputs are subjective and generally require significant analysis and judgment to develop. The Company recognizes the fair value of each stock award on a straight-line basis over the requisite service period of the awards. Stock-based compensation expense is based on the value of the portion of stock-based awards that is ultimately expected to vest. As such, the Company’s stock-based compensation is reduced for the estimated forfeitures at the date of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. At Closing, as required by the Merger Agreement, the Company granted stock option awards to purchase 5,000,000 shares of the Company’s common stock to certain officers. Awards with service vesting and market conditions At Closing, as required by the Merger Agreement, the Company granted stock-based awards containing both service and market conditions, as follows: (i) a nonqualified stock option award to its CEO to purchase 25,000,000 shares of the Company common stock (“CEO Option Award”) and (ii) 12,500,000 RSUs to certain officers (“Officer RSUs”). The estimated fair value of the CEO Option Award and Officer RSUs is determined using Monte Carlo simulation model and the effect of the market condition is reflected in the grant date fair value of the award. Monte Carlo simulations are a class of computational algorithms that rely on repeated random sampling to compute their results. This approach allows the calculation of the value of such stock options based on a large number of possible stock price path scenarios. Compensation cost is recognized for each vesting tranche of an award with a market condition using the accelerated attribution method over the longer of the requisite service period and derived service period, irrespective of whether the market condition is satisfied. The derived service period is determined using the Monte Carlo simulation model. If a recipient terminates employment before completion of the requisite service period, any compensation cost previously recognized is reversed unless the market condition has been satisfied prior to termination. If the market condition has been satisfied during the vesting period, the remaining unrecognized compensation cost is accelerated. See Note 9 for further information regarding these awards. |
Sponsor Earn-Out Liability | Sponsor Earn-Out At Closing, the Sponsor subjected (“Sponsor Earn-Out Shares”) Sponsor Earn-Out Shares Sponsor Earn-Out Shares Sponsor Earn-Out Shares the “Earn-Out Triggering T Sponsor Earn-Out Shares the Earn-Out Triggering Sponsor Earn-Out Shares Earn-Out Earn-Out million is included in gain on fair value change, net in the condensed consolidated statements of comprehensive loss. See Note 4, for further information on fair value. |
Public and Private Warrants | Public and Private Warrants Prior to the Merger, CF II issued 366,666 private placement warrants (“Private Warrants”) and 16,666,637 public warrants (“Public Warrants” and collectively “Warrants”). Each whole warrant entitles the holder to purchase one share of the Company’s common stock at a price of $11.50 per share, subject to adjustments. The Warrants are exercisable at any time commencing the later of a) 30 days after the completion of the Merger on March 8, 2021 and b) 12 months from the date of the closing of CF II’s initial public offering on August 26, 2020 and terminating five The Private Warrants and the shares of common stock issuable upon the exercise of the Private Warrants are transferable, assignable or salable after the completion of the Merger, 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 Upon consummation of the Merger, the Company concluded that (a) the Public Warrants meet the derivative scope exception for contracts in the Company’s own stock and are recorded in stockholders’ equity and (b) the Private Warrants do not meet the derivative scope exception and are accounted for as derivative liabilities. Specifically, the Private Warrants contain provisions that cause the settlement amounts dependent upon the characteristics of the holder of the warrant which is not an input into the pricing of a fixed-for-fixed On the consummation of the Merger, the Company recorded a liability related to the Private Warrants of $0.6 million, with an offsetting entry to additional paid-in million, included in Other Liabilities, with the loss on fair value change recorded in the condensed consolidated statement of comprehensive loss for the three months ended March 31, 2021. See Note 4, for further information on fair value. |
Segment Reporting | Segment Reporting Operating segments are defined as components of an entity where discrete financial information is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company operates and manages its business as one reportable and operating segment. The Company’s chief executive officer, who is the chief operating decision maker, reviews financial information on a consolidated basis for purposes of allocating resources and assessing performance. All long-lived assets are maintained in the United States. See “Concentration of Credit Risk and Other Risks and Uncertainties” for further information on revenue by customer and Note 3 for further information on revenue by geography and categorized by products and services. |
Recent Accounting Pronouncements Adopted | Recent Accounting Pronouncements Adopted In December 2019, the FASB issued ASU No. 2019-12, |
Recent Accounting Pronouncements, Not Yet Adopted | Recent Accounting Pronouncements, Not Yet Adopted In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) 2016-02. right-of-use In June 2016, FASB issued an ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326) In August 2020, the FASB issued No. ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) 815-40): 2020-06”) . 2020-06 |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Based On Geographical Area [Member] | |
Statement of Line Items [Line Items] | |
Summary of Companys Revenue | The following table summarizes the Company’s revenue by geographic area, which is based on the shipping address of the customers (in thousands): Three Months Ended 2021 2020 Revenue: USA $ 10,673 $ 8,822 Canada 1,132 321 Other — 24 Tota l $ 11,805 $ 9,167 |
Based On Products [Member] | |
Statement of Line Items [Line Items] | |
Summary of Companys Revenue | The following table summarizes the Company’s revenue by products and services (in thousands): Three Months Ended 2021 2020 Revenue: Products $ 11,771 $ 9,012 Commissioning services 34 155 Total $ 11,805 $ 9,167 |
Fair Value (Tables)
Fair Value (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Summary of Fair Value Measurements | The following table presents information about the Company’s financial assets and liabilities measured at fair value on a recurring basis (in thousands): March 31, 2021 Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 457,440 $ — $ — $ 457,440 Total cash equivalents 457,440 — — Restricted cash: Certificates of deposit 11,464 — 11,464 Total assets measured at fair value $ 457,440 $ 11,464 $ — $ 468,904 Private warrants liability $ — $ — $ 692 $ 692 Sponsor earn-out liability — — 23,983 23,983 Total liabilities measured at fair value $ — $ — $ 24,675 $ 24,675 December 31, 2020 Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 38,574 $ — $ — $ 38,574 Total cash equivalents 38,574 — — 38,574 Restricted cash: Certificates of deposit — 11,461 — 11,461 Total assets measured at fair value $ 38,574 $ 11,461 $ — $ 50,035 Redeemable convertible preferred stock warrants $ — $ — $ 12,323 $ 12,323 Total liabilities measured at fair value $ — $ — $ 12,323 $ 12,323 |
Summary of level 3 financial liabilities measured at fair value using significant unobservable inputs | The following table provides a reconciliation of the beginning and ending balances for the level 3 financial liabilities measured at fair value using significant unobservable inputs (in thousands): Private Sponsor Earn-out Redeemable Balance as of December 31, 2020 $ — $ — $ 12,323 Additions during the quarter 589 26,443 — Change in fair value 103 (2,460 ) (5,056 ) Reclass to additional paid-in-capital — — (7,267 ) Balance as of March 31, 2021 $ 692 $ 23,983 $ — |
Sponsor Earn Out liability [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Summary of Assumptions Used in Determination of Fair Value of Derivatives | The estimated fair value of the Sponsor Earn-Out Shares March 31, 2021 March 8, 2021 (Closing Date) Stock price $7.40 $9.19 Expected volatility 46.60% 29.20% Risk free rate 0.92% 0.86% Contractual term (in years) 4.9 5.0 Expected dividends 0% 0% |
Private Warrants Liability [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Summary of Assumptions Used in Determination of Fair Value of Derivatives | The estimated fair value of the Private Warrants was determined using the Black-Scholes option-pricing model using the following assumptions: March 31, 2021 March 8, 2021 (Closing Date) Stock price $7.40 $9.19 Expected volatility 46.6% 29.2% Risk free rate 0.78% 0.73% Expected term (in years) 4.4 4.5 Expected dividends 0% 0% |
Redeemable convertible preferred stock warrants [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Summary of Assumptions Used in Determination of Fair Value of Derivatives | The market-based assumptions used in the valuations include the following: March 8, 2021 (Closing Date) December 31, 2020 Expected volatility 52%-75 % 70 % Expected term (in years) 0.08-7.71 2.0 Expected dividends 0 % 0 % Risk-free rate 0.04%-1.28 % 0.1 % Discount for lack of marketability 5.0%-33.0 % 11%-55 % |
Commitments and contingencies (
Commitments and contingencies (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Summary of future minimum payments | Year Ending December 31, Operating Leases 2021 (remaining nine months) $ 5,672 2022 7,718 2023 7,901 2024 8,089 2025 8,281 Thereafter 22,509 Total minimum lease payments $ 60,170 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Summary of Debt | Debt outstanding consisted of the following (in thousands): Interest Rate March 31, December 31, Term loan, due June 30, 2032 0% $ 15,430 $ 15,430 Revolving debt facility, repaid on March 8, 2021 LIBOR+9.05% — 250,000 Debt discount — (2,752 ) Total Debt 15,430 262,678 Debt, current — 247,248 Debt, non-current $ 15,430 $ 15,430 |
Schedule of Estimated Principal Payments on all Debt Oustanding | Principal payments on all debt outstanding as of March 31, 2021 are estimated as follows (in thousands): Year Ending December 31, Total 2021 (remaining nine months) $ — 2022 1,470 2023 1,470 2024 1,470 2025 1,470 Thereafter 9,550 Total $ 15,430 |
Stock Warrants (Tables)
Stock Warrants (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Summary of Outstanding Common Stock Warrants | The following table summarizes the outstanding common stock warrants: Warrant issue date Types of shares issued by Legacy View Number of (As converted) Number of (As converted) Exercise Price Per (As Expiry Date August 2010 June 2011 Common stock (previously Series B redeemable convertible preferred stock) 46,498 46,498 $ 15.49 Note 1 August 2011 - January 2012 Common stock (previously Series C redeemable convertible preferred stock) 53,256 53,256 18.78 Note 1 August 2012 Common stock (previously Series D redeemable convertible preferred stock) 45,388 45,388 21.6 Note 1 December 2013 Common stock (previously Series E redeemable convertible preferred stock) 63,296 63,296 25.91 Note 1 April 2015 - April 2016 Common stock (previously Series F redeemable convertible preferred stock) 161,457 161,457 38.71 Through December 2022 April 2016 - Common stock (previously Series H redeemable convertible preferred stock) 1,135,391 1,135,391 18.93 Note 1 March 2017 Common stock (previously Series H redeemable convertible preferred stock) 1,849,431 1,849.431 12.91 March 2027 March 2014 Common stock 2,324 2,324 9.47 Through March 2024 August 2015 Common stock 12,916 12.916 11.62 Through August 2025 December 2018 Common stock 24,910 24,910 9.04 Through December 2028 August 2020 Common stock 17,033,303 — 11.50 March 2026 Total stock warrants 20,428,170 3,394,867 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Summary of Stock Options Exercisable under CEO Incentive Plan | Tranche Option Shares (#) Average Trading Price 1 2,500,000 20.00 2 2,500,000 30.00 3 2,500,000 40.00 4 2,500,000 50.00 5 2,500,000 60.00 6 2,500,000 70.00 7 2,500,000 80.00 8 2,500,000 90.00 9 2,500,000 100.00 10 2,500,000 110.00 |
Summary of Share-based Compensation Arrangement By Share Based Payment Award Options Vested And Expected To Vest Exercisable | The following table summarizes the activity under the Company’s 2021 Plan (in thousands, except per share data and contractual term) for time vested options: Options Outstanding Number of Weighted- Weighted-Average Aggregate Outstanding as of December 31, 2020 1,071,605 $ 0.22 7.59 $ 20,564 Retroactive application of reverse recapitalization (1,046,690 ) Balance as of December 31, 2020, as converted 24,915 $ 9.32 7.59 $ 20,564 Options granted 5,000 $ 10.00 — — Exercised (186 ) $ 9.04 — — Canceled/forfeited (99 ) $ 9.35 — — Outstanding as of March 31, 2021 29,630 $ 9.44 7.84 $ — Options vested and expected to vest as of March 31, 2021 28,294 $ 9.46 7.84 $ — Exercisable as of March 31, 2021 14,950 $ 9.52 7.13 $ — |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | The estimated grant date fair value for each tranche of CEO Option Award and Officer RSUs is determined by using the Monte Carlo Simulation valuation model CEO Option Officer RSUs Officer Options Expected stock price $9.19 $9.19 $9.19 Expected volatility 54.0% 56.0% 53.0% Risk-free rate 1.59% 0.60% 1.07% Expected terms (in years) 10.0 4.0 6.0 Expected dividends 0% 0% 0% Discount for lack of marketability 20% n/a n/a |
Summary of Stock-based Compensation | The Company’s stock-based compensation included in its condensed consolidated statements of comprehensive loss was as follows (in thousands): Three Months Ended March 31, 2021 2020 Cost of revenue $ 940 $ 542 Research and development 976 2,908 Selling, general, and administrative 9,366 5,768 Total $ 11,282 $ 9,218 |
Summary of Outstanding Restricted Stock Units | The following table summarizes the activities for our outstanding RSUs under the Company’s 2021 Plan (in thousands, except per share data) during the three months ended March 31, 2021: Number of Weighted Outstanding as of December 31, 2020 — $ — Granted 12,500 $ 6.70 Outstanding as of March 31, 2021 12,500 $ 6.70 |
Share-based Payment Arrangement, Employee [Member] | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | The estimated grant date fair values of the Company’s time vested stock options granted to employees were calculated using the Black-Scholes option Three Months Ended March 31, 2021 2020 Expected volatility 53.0% 70% Expected terms (in years) 6.0 5.4-6.7 Expected dividends 0% 0% Risk-free rate 1.07% 1.4%-1.8 % |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Summary of Basic and Diluted Net Loss Per Share | The following table sets forth the computation of basic and diluted net loss per share (in thousands, except share and per share data): Three Months Ended March 31, 2021 2020 Net loss $ (64,502 ) $ (70,940 ) Total weighted-average shares outstanding, basic and diluted 55,500,398 1,656,774 Net loss per share, basic and diluted $ (1.16 ) $ (42.82 ) |
Summary of Antidilutive Securities Excluded From Computation of Earnings Per Share | The following outstanding shares of common stock equivalents were excluded from the computation of diluted net loss per share for the periods presented because including them would have had an anti-dilutive effect: March 31, 2021 2020 Redeemable convertible preferred stock (on an if-converted — 121,431,302 Stock options to purchase common stock 29,630,036 25,404,652 Warrants to purchase common stock 20,428,170 40,152 Warrants to purchase redeemable convertible preferred stock (on an if-converted — 3,387,251 Total 50,058,206 150,263,357 |
Organization and Summary of S_3
Organization and Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | Mar. 08, 2021 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Stock issuance costs recorded in APIC | $ 43,900,000 | |||
Repayment of revolving line of credit facility long term | $ 1,714,000 | |||
Retained Earnings | (1,955,704,000) | $ (1,891,202,000) | ||
Inventory write down | 2,400,000 | 3,100,000 | ||
Reduction in product warranties | 300,000 | |||
Product warranty consumed | $ 500,000 | 700,000 | ||
Product warranty expense | $ 500,000 | |||
Share based compensation by share based payment arrangement options granted during the period | 5,000,000 | |||
Earn out shares subject to vesting and potential forfeiture | 4,970,000 | |||
Earnout shares period of vesting | 5 years | |||
Sponsor earn-out liability, non-current | $ 26,400,000 | $ 23,983,000 | ||
Gain on fair value change in sponsor earnout liability | $ 2,400,000 | |||
Class of warrants or rights number of securities called by each warrant or right | 1 | |||
Class of warrants or rights exercise price of warrants or rights | $ 11.50 | |||
Class of warrants or rights period of excercisability after merger | 30 days | |||
Class of warrants or rights period of excercisability after initial public offer | 12 months | |||
Class of warrants or rights maturity | five years after the Merger | |||
Cash and cash equivalents | $ 506,457,000 | 63,232,000 | ||
Public Warrants [Member] | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Class of warrants or rights maturity | 16,666,637 | |||
Private Warrants [Member] | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Class of warrants or rights maturity | 366,666 | |||
Warrants or rights outstanding | 600,000 | |||
Portion at Other than Fair Value Measurement [Member] | Private Warrants [Member] | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Warrants or rights outstanding | $ 700,000 | |||
Earnout Triggering Event One [Member] | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Percentage of the earnout shares relesable | 50.00% | |||
Share price | $ 12.50 | |||
Number of trading days | 5 days | |||
Number of consecutive trading days | 10 days | |||
Earnout Triggering Event Two [Member] | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Percentage of the earnout shares relesable | 25.00% | |||
Share price | $ 15 | |||
Number of trading days | 5 days | |||
Number of consecutive trading days | 10 days | |||
Earnout Triggering Event Three [Member] | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Percentage of the earnout shares relesable | 25.00% | |||
Share price | $ 20 | |||
Number of trading days | 5 days | |||
Number of consecutive trading days | 10 days | |||
Accrued expenses and other current liabilities [Member] | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Warranty liability | $ 3,800,000 | 4,000,000 | ||
Other Liabilities [Member] | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Warranty liability | $ 18,100,000 | $ 18,700,000 | ||
Chief Executive Officer [Member] | Non Qualified Stock Option Awards [Member] | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Share based compensation by share based payment arrangement options granted during the period | 25,000,000 | |||
Officer [Member] | Restricted Stock Units (RSUs) [Member] | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Share based compensation by share based payment arrangement equity instruments other than granted during the period | 12,500,000 | |||
Share price | $ 9.19 | |||
IGU [Member] | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Standard product warranty term | 10 years | |||
IGUS With Sloped Or Laminated Glass [Member] | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Standard product warranty term | 5 years | |||
Control System Associated With The Sale Of IGUS [Member] | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Standard product warranty term | 5 years | |||
Supplier One [Member] | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Concentration risk percentage | 37.30% | 48.60% | ||
Supplier Two [Member] | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Concentration risk percentage | 12.70% | |||
Minimum [Member] | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Concentration risk percentage | 10.00% | |||
Revenue Benchmark [Member] | Customer One [Member] | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Concentration risk percentage | 26.30% | |||
Revenue Benchmark [Member] | Customer Four [Member] | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Concentration risk percentage | 65.00% | |||
Revenue Benchmark [Member] | Minimum [Member] | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Concentration risk percentage | 10.00% | |||
Accounts Receivable [Member] | Customer One [Member] | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Concentration risk percentage | 28.80% | |||
Accounts Receivable [Member] | Customer Two [Member] | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Concentration risk percentage | 23.60% | |||
Principal And Interest [Member] | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Repayment of revolving line of credit facility long term | 276,800,000 | |||
Interest [Member] | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Repayment of revolving line of credit facility long term | 26,800,000 | |||
Reverse Recapitalization [Member] | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Sale of stock net consideration received on the transaction | 771,300,000 | |||
Stock issuance costs recorded in APIC | $ 43,900,000 |
Reverse Recapitalization - Addi
Reverse Recapitalization - Additional Information (Detail) $ / shares in Units, $ in Thousands | 3 Months Ended |
Mar. 31, 2021USD ($)$ / shares | |
Class of Stock [Line Items] | |
Proceeds from reverse recapitalization | $ 815,184 |
Stock issuance costs recorded in APIC | 43,900 |
Charges associated with the mergers | 1,500 |
Additional Paid-in Capital [Member] | |
Class of Stock [Line Items] | |
Payment for merger related costs | 42,400 |
Common Class A [Member] | |
Class of Stock [Line Items] | |
Proceeds from reverse recapitalization | 815,200 |
Proceeds from common stock issue net of redemption | 374,100 |
Redemption of CFII common stock | 125,900 |
Proceeds from private investment in public equity | $ 260,800 |
Sale of stock issue price per share | $ / shares | $ 10 |
Proceeds from additional private investment in public equity | $ 180,300 |
Sale of additional stock issue price per share | $ / shares | $ 11.25 |
Share Exchange Ratio | 0.02325 |
Redeemable Convertible Preferred Stock [Member] | |
Class of Stock [Line Items] | |
Share Exchange Ratio | 0.02325 |
Revenue - Summary of Company's
Revenue - Summary of Company's Revenue by Geographic Area (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 11,805 | $ 9,167 |
USA | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 10,673 | 8,822 |
Canada | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 1,132 | 321 |
Others [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 24 |
Revenue - Summary of Company'_2
Revenue - Summary of Company's Revenue by Products and Services (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 11,805 | $ 9,167 |
Product [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 11,771 | 9,012 |
Commissioning Service [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 34 | $ 155 |
Revenue - Additional Informatio
Revenue - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | |||
Transaction price allocated to remaining performance obligation | $ 7.2 | $ 7.3 | |
Contract with customer liability revenue recognized | $ 0.3 | $ 0.6 | |
Maximum [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue recognize period | 24 months | ||
Minimum [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue recognize period | 12 months | ||
Other Current Assets [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Contract assets | $ 1.2 | $ 1.2 |
Fair Value - Summary of Fair Va
Fair Value - Summary of Fair Value Measurements (Detail) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Cash equivalents | ||
Cash and Cash Equivalents, Fair Value Disclosure | $ 38,574 | |
Restricted cash | ||
Certificates of deposit | $ 11,464 | 11,461 |
Total assets measured at fair value | 468,904 | 50,035 |
Private warrants liability | 692 | |
Sponsor earn-out liability | 23,983 | |
Total liabilities measured at fair value | 24,675 | 12,323 |
Redeemable convertible preferred stock warrants | 12,323 | |
Money Market Funds [Member] | ||
Cash equivalents | ||
Cash and Cash Equivalents, Fair Value Disclosure | 457,440 | 38,574 |
Level 1 [Member] | ||
Cash equivalents | ||
Cash and Cash Equivalents, Fair Value Disclosure | 457,440 | 38,574 |
Restricted cash | ||
Total assets measured at fair value | 457,440 | 38,574 |
Level 1 [Member] | Money Market Funds [Member] | ||
Cash equivalents | ||
Cash and Cash Equivalents, Fair Value Disclosure | 457,440 | 38,574 |
Level 2 [Member] | ||
Restricted cash | ||
Certificates of deposit | 11,464 | 11,461 |
Total assets measured at fair value | 11,464 | 11,461 |
Level 3 [Member] | ||
Restricted cash | ||
Private warrants liability | 692 | |
Sponsor earn-out liability | 23,983 | |
Total liabilities measured at fair value | $ 24,675 | 12,323 |
Redeemable convertible preferred stock warrants | $ 12,323 |
Fair Value - Summary of level 3
Fair Value - Summary of level 3 financial liabilities measured at fair value using significant unobservable inputs (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Summary of level 3 financial liabilities measured at fair value using significant unobservable inputs [Line Items] | ||
Beginning Balance | $ 12,323 | |
Change in fair value | 7,413 | $ 4,427 |
Ending Balance | 24,675 | |
Fair Value, Inputs, Level 3 [Member] | ||
Summary of level 3 financial liabilities measured at fair value using significant unobservable inputs [Line Items] | ||
Beginning Balance | 12,323 | |
Ending Balance | 24,675 | |
Fair Value, Inputs, Level 3 [Member] | Sponsor Earn Out liability [Member] | ||
Summary of level 3 financial liabilities measured at fair value using significant unobservable inputs [Line Items] | ||
Additions during the quarter | 26,443 | |
Change in fair value | (2,460) | |
Ending Balance | 23,983 | |
Fair Value, Inputs, Level 3 [Member] | Private Warrants Liability [Member] | ||
Summary of level 3 financial liabilities measured at fair value using significant unobservable inputs [Line Items] | ||
Additions during the quarter | 589 | |
Change in fair value | 103 | |
Ending Balance | 692 | |
Fair Value, Inputs, Level 3 [Member] | Redeemable convertible preferred stock warrants [Member] | ||
Summary of level 3 financial liabilities measured at fair value using significant unobservable inputs [Line Items] | ||
Beginning Balance | 12,323 | |
Change in fair value | (5,056) | |
Reclass to additional paid-in-capital upon Closing | $ (7,267) |
Fair Value - Summary of Assumpt
Fair Value - Summary of Assumptions Used in Determination of Fair Value of Derivatives (Detail) | Mar. 31, 2021yr | Mar. 08, 2021yr | Dec. 31, 2020yr |
Expected term (in years) [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Debt Instrument, Measurement Input | 2 | ||
Expected dividends [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Debt Instrument, Measurement Input | 0 | ||
Redeemable convertible preferred stock warrants [Member] | Expected volatility [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Debt Instrument, Measurement Input | 0.70 | ||
Redeemable convertible preferred stock warrants [Member] | Expected dividends [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Debt Instrument, Measurement Input | 0 | 0 | |
Redeemable convertible preferred stock warrants [Member] | Risk-free rate [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Debt Instrument, Measurement Input | 0.001 | ||
Sponsor Earn-Out liability [Member] | Stock price [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Debt Instrument, Measurement Input | 7.40 | 9.19 | |
Sponsor Earn-Out liability [Member] | Expected volatility [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Debt Instrument, Measurement Input | 0.4660 | 0.2920 | |
Sponsor Earn-Out liability [Member] | Expected term (in years) [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Debt Instrument, Measurement Input | 4.9 | 5 | |
Sponsor Earn-Out liability [Member] | Expected dividends [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Debt Instrument, Measurement Input | 0 | 0 | |
Sponsor Earn-Out liability [Member] | Risk-free rate [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Debt Instrument, Measurement Input | 0.0092 | 0.0086 | |
Private Warrants Liability [Member] | Stock price [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Debt Instrument, Measurement Input | 7.40 | 9.19 | |
Private Warrants Liability [Member] | Expected volatility [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Debt Instrument, Measurement Input | 0.466 | 0.292 | |
Private Warrants Liability [Member] | Expected term (in years) [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Debt Instrument, Measurement Input | 4.4 | 4.5 | |
Private Warrants Liability [Member] | Expected dividends [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Debt Instrument, Measurement Input | 0 | 0 | |
Private Warrants Liability [Member] | Risk-free rate [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Debt Instrument, Measurement Input | 0.0078 | 0.0073 | |
Maximum [Member] | Expected term (in years) [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Debt Instrument, Measurement Input | 7.71 | ||
Maximum [Member] | Redeemable convertible preferred stock warrants [Member] | Expected volatility [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Debt Instrument, Measurement Input | 0.75 | ||
Maximum [Member] | Redeemable convertible preferred stock warrants [Member] | Risk-free rate [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Debt Instrument, Measurement Input | 0.0128 | ||
Maximum [Member] | Redeemable convertible preferred stock warrants [Member] | Discount for lack of marketability [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Debt Instrument, Measurement Input | 0.330 | 0.55 | |
Minimum [Member] | Expected term (in years) [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Debt Instrument, Measurement Input | 0.08 | ||
Minimum [Member] | Redeemable convertible preferred stock warrants [Member] | Expected volatility [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Debt Instrument, Measurement Input | 0.52 | ||
Minimum [Member] | Redeemable convertible preferred stock warrants [Member] | Risk-free rate [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Debt Instrument, Measurement Input | 0.0004 | ||
Minimum [Member] | Redeemable convertible preferred stock warrants [Member] | Discount for lack of marketability [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Debt Instrument, Measurement Input | 0.050 | 0.11 |
Fair Value - Additional Informa
Fair Value - Additional Information (Detail) | 3 Months Ended | |
Mar. 31, 2021USD ($) | Mar. 31, 2020USD ($) | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value transfer between levels | $ 0 | $ 0 |
Expected term of earnout period | 5 years | |
Expected dividends [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Debt Instrument, Measurement Input | 0 |
Commitments and contingencies -
Commitments and contingencies - Summary of future minimum payments  (Detail) $ in Thousands | Mar. 31, 2021USD ($) |
Leases, Operating [Abstract] | |
2021 (remaining nine months) | $ 5,672 |
2022 | 7,718 |
2023 | 7,901 |
2024 | 8,089 |
2025 | 8,281 |
Thereafter | 22,509 |
Total minimum lease payments | $ 60,170 |
Commitments and contingencies_2
Commitments and contingencies - Additional Information (Detail) | Jan. 31, 2019ft² | Mar. 31, 2018ft² | Jul. 31, 2010USD ($)ft² | Mar. 31, 2021USD ($)ft² | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($)ft² | Sep. 30, 2015ft² | Dec. 31, 2014USD ($) |
Operating Leases, Rent Expense | $ 1,700,000 | $ 1,900,000 | ||||||
Operating lease terminated | 16,400,000 | |||||||
Operating Lease Terminated Year One | 1,300,000 | |||||||
Operating Lease Terminated Year Two | 2,000,000 | |||||||
Operating Lease Terminated Year Three | 2,000,000 | |||||||
Operating Lease Terminated Year Four | 2,000,000 | |||||||
Operating Lease Terminated Year Five | 2,100,000 | |||||||
Operating lease terminated year thereafter | 7,000,000 | |||||||
Litigation Settlement, Amount Awarded to Other Party | 3,000,000 | $ 2,000,000 | ||||||
Litigation settlement with third party [Member] | ||||||||
Third Party | 13,000,000 | $ 16,000,000 | $ 32,000,000 | |||||
Accrued expense and current liabilities [Member] | ||||||||
Litigation Settlement, Amount Awarded to Other Party | 3,000,000 | 3,000,000 | ||||||
Other Liabilities [Member | ||||||||
Litigation Settlement, Amount Awarded to Other Party | $ 7,000,000 | $ 9,700,000 | ||||||
Agreement One [Member] | ||||||||
Area of land | ft² | 77,200 | |||||||
Lease Expiration Date | Sep. 30, 2028 | |||||||
Agreement Two [Member] | ||||||||
Area of land | ft² | 6,000 | |||||||
Agreement Three [Member] | ||||||||
Area of land | ft² | 300,000 | |||||||
Lease Termination Date | 2026-03 | |||||||
Agreement Four [Member] | ||||||||
Area of land | ft² | 267,300 | |||||||
Agreement Five [Member] | ||||||||
Area of land | ft² | 236,804 | |||||||
Lease Expiration Date | Mar. 31, 2028 | |||||||
Agreement Six [Member] | ||||||||
Area of land | ft² | 510,350 | |||||||
Lease Expiration Date | Feb. 28, 2029 | |||||||
Letter of Credit [Member] | Agreement One [Member] | ||||||||
Short term debt | $ 400,000 | $ 1,000,000 | ||||||
Letter of Credit [Member] | Agreement Six [Member] | ||||||||
Short term debt | 500,000 | $ 1,100,000 | ||||||
Standby Letter of Credit [Member] | ||||||||
Line of credit facility maximum borrowing capacity | 11,500,000 | 11,500,000 | ||||||
Line of Credit Facility, Maximum Amount Outstanding During Period | $ 0 | $ 0 |
Debt - Summary of Debt (Detail)
Debt - Summary of Debt (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | ||
Long-term Debt | $ 15,430 | |
Debt discount | 0 | $ (2,752) |
Total Debt | 15,430 | 262,678 |
Debt, current | 0 | 247,248 |
Debt, non-current | 15,430 | 15,430 |
Term loan [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Debt | $ 15,430 | 15,430 |
Interest Rate | 0.00% | |
Line of Credit [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Debt | $ 0 | $ 250,000 |
Interest Rate | 9.05% | |
Interest Rate | LIBOR+9.05% |
Debt - Summary of Debt (Parenth
Debt - Summary of Debt (Parenthetical) (Detail) | 3 Months Ended |
Mar. 31, 2021 | |
Term loan [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Maturity Date | Jun. 30, 2032 |
Line of Credit [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument Repayment Date | Mar. 8, 2021 |
Debt - Schedule of Estimated Pr
Debt - Schedule of Estimated Principal Payments on all Debt Oustanding (Detail) $ in Thousands | Mar. 31, 2021USD ($) |
Long-term Debt, Fiscal Year Maturity [Abstract] | |
2021 (remaining nine months) | $ 0 |
2022 | 1,470 |
2023 | 1,470 |
2024 | 1,470 |
2025 | 1,470 |
Thereafter | 9,550 |
Total | $ 15,430 |
Debt - Additional Information (
Debt - Additional Information (Detail) - USD ($) | Mar. 08, 2021 | Oct. 22, 2020 | May 31, 2020 | Oct. 31, 2019 | Nov. 22, 2010 | Dec. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Jan. 03, 2020 |
Repayment of long term line of credit | $ 257,454,000 | $ 37,500,000 | ||||||||
Loss on debt extinguishment | $ (10,018,000) | |||||||||
Term loan [Member] | Mississippi [Member] | ||||||||||
Debt Instrument face amount | $ 40,000,000 | |||||||||
Debt instrument frequency of periodic payment | semi-annual payments | |||||||||
Debt instrument Date of first installment due | Dec. 31, 2012 | |||||||||
Debt instrument maturity date description | 24 semi-annual installments through June 30, 2024. | |||||||||
Amended and restated term loan [Member] | ||||||||||
Debt instrument frequency of periodic payment | semi-annual payments | |||||||||
Debt instrument semi annual payments | $ 700,000 | |||||||||
Debt Instrument maturity date | Jun. 30, 2032 | |||||||||
Amended and restated term loan [Member] | Term loan agreement [Member] | ||||||||||
Debt instrument covenant description | The term loan agreement, as amended, contains requirements of the Company to: (i) invest at least $133.0 million in land, building, and equipment no later than December 31, 2016; and (ii) create 330 new full-time jobs within five years of the start of commercial production, no later than December 31, 2017, with an average annual wage of at least $48 thousand per job. Failure to meet these requirements, in whole or in part, may result in acceleration of debt repayment. | |||||||||
Debt instrument covenant compliance | The term loan agreement, as amended, also includes a covenant for audited consolidated financial statements to be delivered to the lender within 210 days of the Company’s fiscal year end. The Company was in compliance with this covenant. | |||||||||
Revolving debt facility [Member] | ||||||||||
Line of credit facility maximum borrowing capacity | $ 250,000,000 | $ 200,000,000 | ||||||||
Line of credit facility remaining borrowing capacity | $ 0 | $ 0 | ||||||||
Proceeds from line of credit | $ 100,000,000 | $ 150,000,000 | ||||||||
Line of credit facility maturity date | May 1, 2021 | Oct. 22, 2023 | ||||||||
Line of credit facility interest rate description | LIBOR, plus 9.05% | |||||||||
Line of credit interest rate | 9.05% | |||||||||
Description of line of credit facility repaid principal amounts available to be redrawn with maturity period | Through October 23, 2022, repaid principal amounts become immediately available to be redrawn under the facility with maturity dates of one year. | |||||||||
Repayment of long term line of credit | $ 276,800,000 | 250,000,000 | ||||||||
Repayment of interest due on the notes | 26,800,000 | |||||||||
Loss on debt extinguishment | $ 10,000,000 | |||||||||
Amended revolving debt facility [Member] | ||||||||||
Debt Instrument face amount | $ 37,500,000 | $ 37,500,000 | ||||||||
Debt instrument maturity date description | April 9, 2021 through April 16, 2021. | |||||||||
Potential Payment | $ 42,200,000 | |||||||||
Amended revolving debt facility [Member] | 13 Weekly Draw [Member] | ||||||||||
Proceeds from previous weekly draw | 2,900,000 | |||||||||
Amended revolving debt facility [Member] | 4 Weekly Draw [Member] | ||||||||||
Proceeds from current weekly draw | $ 9.4 | |||||||||
Before amended revolving debt facility [Member] | ||||||||||
Debt instrument maturity date description | January 6, 2021 through March 31, 2021. | |||||||||
Potential Payment | $ 42,000,000 | |||||||||
Maximum [Member] | Revolving debt facility [Member] | ||||||||||
Line of credit weekly maturity dates | 364 days | |||||||||
Minimum [Member] | Revolving debt facility [Member] | ||||||||||
Line of credit weekly maturity dates | 8 days |
Stockholders' Equity - Additio
Stockholders' Equity - Additional Information (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Class of Stock [Line Items] | ||
Common stock, shares authorized | 600,000,000 | 262,797,235 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares issued | 217,076,712 | 1,708,476 |
Common stock, shares outstanding | 217,076,712 | 1,708,476 |
Preferred stock, shares authorized | 1,000,000 | 0 |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Cash dividends | $ 0 | |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Stock Warrants - Summary of Out
Stock Warrants - Summary of Outstanding Common Stock Warrants (Detail) - $ / shares | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Class of Warrant or Right [Line Items] | ||
Number of Warrants | 20,428,170 | 3,394,867 |
Exercise Price Per Warrant | $ 11.50 | |
August 2010 - June 2011 [Member] | Series B redeemable convertible preferred stock Converted To Common stock Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number of Warrants | 46,498 | 46,498 |
Exercise Price Per Warrant | $ 15.49 | |
August 2010 - June 2011 [Member] | Series B redeemable convertible preferred stock Converted To Common stock Warrants [Member] | Maximum [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrant issue date | Jun. 30, 2011 | |
August 2010 - June 2011 [Member] | Series B redeemable convertible preferred stock Converted To Common stock Warrants [Member] | Minimum [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrant issue date | Aug. 31, 2010 | |
August 2011 - January 2012 [Member] | Series C redeemable convertible preferred stock Converted To Common stock Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number of Warrants | 53,256 | 53,256 |
Exercise Price Per Warrant | $ 18.78 | |
August 2011 - January 2012 [Member] | Series C redeemable convertible preferred stock Converted To Common stock Warrants [Member] | Maximum [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrant issue date | Jan. 31, 2012 | |
August 2011 - January 2012 [Member] | Series C redeemable convertible preferred stock Converted To Common stock Warrants [Member] | Minimum [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrant issue date | Aug. 31, 2011 | |
August 2012 [Member] | Series D redeemable convertible preferred stock Converted To Common stock warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number of Warrants | 45,388 | 45,388 |
Exercise Price Per Warrant | $ 21.6 | |
Warrant issue date | Aug. 31, 2012 | |
December 2013 [Member] | Series E redeemable convertible preferred stock Converted To common stock warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number of Warrants | 63,296 | 63,296 |
Exercise Price Per Warrant | $ 25.91 | |
Warrant issue date | Dec. 31, 2013 | |
April 2015 - April 2016 [Member] | Series F redeemable convertible preferred stock Converted To common stock warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number of Warrants | 161,457 | 161,457 |
Exercise Price Per Warrant | $ 38.71 | |
Expiry Date | Dec. 31, 2022 | |
April 2015 - April 2016 [Member] | Series F redeemable convertible preferred stock Converted To common stock warrants [Member] | Maximum [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrant issue date | Apr. 30, 2016 | |
April 2015 - April 2016 [Member] | Series F redeemable convertible preferred stock Converted To common stock warrants [Member] | Minimum [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrant issue date | Apr. 30, 2015 | |
April 2016 - November 2018 [Member] | Series H redeemable convertible preferred stock Converted To common stock warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number of Warrants | 1,135,391 | 1,135,391 |
Exercise Price Per Warrant | $ 18.93 | |
April 2016 - November 2018 [Member] | Series H redeemable convertible preferred stock Converted To common stock warrants [Member] | Maximum [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrant issue date | Nov. 30, 2018 | |
April 2016 - November 2018 [Member] | Series H redeemable convertible preferred stock Converted To common stock warrants [Member] | Minimum [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrant issue date | Apr. 30, 2016 | |
March 2017 [Member] | Series H redeemable convertible preferred stock Converted To common stock warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number of Warrants | 1,849,431 | 1,849.431 |
Exercise Price Per Warrant | $ 12.91 | |
Warrant issue date | Mar. 31, 2017 | |
March 2017 [Member] | Common stock warrants [member] | ||
Class of Warrant or Right [Line Items] | ||
Expiry Date | Mar. 31, 2027 | |
March 2014 [Member] | Common stock warrants [member] | ||
Class of Warrant or Right [Line Items] | ||
Number of Warrants | 2,324 | 2,324 |
Exercise Price Per Warrant | $ 9.47 | |
Expiry Date | Mar. 31, 2024 | |
Warrant issue date | Mar. 31, 2014 | |
August 2015 [Member] | Common stock warrants [member] | ||
Class of Warrant or Right [Line Items] | ||
Number of Warrants | 12,916 | 12.916 |
Exercise Price Per Warrant | $ 11.62 | |
Expiry Date | Aug. 31, 2025 | |
Warrant issue date | Aug. 31, 2015 | |
December 2018 [Member] | Common stock warrants [member] | ||
Class of Warrant or Right [Line Items] | ||
Number of Warrants | 24,910 | 24,910 |
Exercise Price Per Warrant | $ 9.04 | |
Expiry Date | Dec. 31, 2028 | |
Warrant issue date | Dec. 31, 2018 | |
August 2020 [Member] | Common stock warrants [member] | ||
Class of Warrant or Right [Line Items] | ||
Number of Warrants | 17,033,303 | 0 |
Exercise Price Per Warrant | $ 11.50 | |
Expiry Date | Mar. 31, 2026 | |
Warrant issue date | Aug. 31, 2020 |
Stock Warrants - Additional Inf
Stock Warrants - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2021USD ($)$ / sharesshares | |
Class of warrants or rights exercise price of warrants or rights | $ / shares | $ 11.50 |
Class of warrants or rights number of securities called by each warrant or right | 1 |
Class of warrant or right period of redemption of oustanding warrants with prior written notice of redemption | 30 days |
Class of warrant or right period of redemption will be based on reference value on the last reported sales price of common stock | 20 days |
Class of warrant or right period of redemption will be based on reference value on the last reported sales price of common stock within the period of trading day ending | 30 days |
Warrant for redemption, description | The Company may redeem the outstanding Public Warrants for cash at a price of $0.01 per warrant if the Reference Value equals or exceeds $18.00 per share. The warrant holders have the right to exercise their outstanding warrants prior to the scheduled redemption date during the Redemption Period at $11.50 per share. |
Class of warrants or rights issuable upon exercise of its public traded warrants | 17,033,303 |
Class of warrant or right exercised | 0 |
Terminating initial public offering term | 5 years |
Public Warrants [Member] | |
Class of warrants or rights maturity | $ | $ 16,666,637 |
Private Warrants [Member] | |
Class of warrants or rights maturity | $ | $ 366,666 |
Public and Private Warrant [Member] | |
Class of warrants or rights exercise price of warrants or rights | $ / shares | $ 11.50 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | Mar. 08, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Share based compensation by share based payment arrangement options granted during the period | 5,000,000 | ||
Share-based compensation arrangement by share-based payment award, options, outstanding, number | 29,630,000 | 24,915,000 | |
Share-based compensation arrangement by share-based payment award, options, grants in period, weighted average grant date fair value | $ 4.38 | ||
Share-based compensation arrangement by share-based payment award, options, vested in period, fair value | $ 6.4 | ||
Unrecognised compensation cost related to unvested stock options | $ 58.1 | ||
Compensation cost related to unvested stock options expected to be recognised over a weighted average service period | 2 years 7 months 6 days | ||
Share based compensation by share based payement award options grant date weighted average exercise price | $ 9.44 | $ 9.32 | |
Share based compensation by share based payement award options outstanding weighted average remaining contractual term | 7 years 10 months 2 days | 7 years 7 months 2 days | |
Restricted Stock Units (RSUs) [Member] | |||
Share-based compensation arrangement by share-based payment award, options, outstanding, number | 12,500,000 | ||
2018 Plan [Member] | |||
Share based compensation by share based payment arrangement options granted during the period | 0 | ||
Share based compensation arrangement b share based payment award terms of award | options assumed under the 2021 Plan (defined below) generally vest 20% upon completion of one year of service and 1/60 per month thereafter or vest 25% upon completion of one year of service and 1/48 per month thereafter and generally expire 10 years from the date of grant. | ||
Share-based compensation arrangement by share-based payment award, expiration period | 10 years | ||
2018 Plan [Member] | Vesting Option One [Member] | |||
Share-based compensation arrangement by share-based payment award, award vesting rights, percentage | 20.00% | ||
Share based compensation arrangement by share based payment award vesting period | 1 year | ||
2018 Plan [Member] | Vesting Option One [Member] | Officer Restricted Stock Units [Member] | |||
Share-based compensation arrangement by share-based payment award, award vesting rights, percentage | 25.00% | ||
2018 Plan [Member] | Vesting Option Two [Member] | |||
Share-based compensation arrangement by share-based payment award, award vesting rights, percentage | 25.00% | ||
Share based compensation arrangement by share based payment award vesting period | 1 year | ||
2021 Plan [Member] | |||
Share-based compensation arrangement by share-based payment award, options, outstanding, number | 24,657,302 | ||
Share-based compensation arrangement by share-based payment award, number of shares available for grant | 15,809,242 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 12,500,000 | ||
Share based payment arrangement number of options available to purchase | 58,631,907 | ||
2021 Plan [Member] | Officer Restricted Stock Units [Member] | Share Price Hurdle Achieved One [Member] | |||
Share based compensation arrangement by share based payment award percentage of non option equity instruments granted | 50.00% | ||
Share based payment arrangement by share based payment award vested after share price hurdle achieved | $ 15 | ||
2021 Plan [Member] | Officer Restricted Stock Units [Member] | Share Price Hurdle Achieved Two [Member] | |||
Share based compensation arrangement by share based payment award percentage of non option equity instruments granted | 50.00% | ||
Share based payment arrangement by share based payment award vested after share price hurdle achieved | $ 20 | ||
2021 Plan [Member] | Officer Restricted Stock Units [Member] | Common Class A [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 12,500,000 | ||
2021 Plan [Member] | Officer Options [Member] | Common Class A [Member] | |||
Share based payment arrangement number of options available to purchase | 5,000,000 | ||
2021 Plan [Member] | Vesting Option One [Member] | Officer Restricted Stock Units [Member] | |||
Share based compensation arrangement by share based payment award vesting period | 4 years | ||
2021 Plan [Member] | Vesting Option One [Member] | Officer Options [Member] | |||
Share-based compensation arrangement by share-based payment award, award vesting rights, percentage | 25.00% | ||
Share based compensation arrangement by share based payment award vesting period | 0 months | ||
2021 Plan [Member] | Vesting Option Two [Member] | Officer Restricted Stock Units [Member] | |||
Share-based compensation arrangement by share-based payment award, award vesting rights, percentage | 75.00% | ||
Share based compensation arrangement by share based payment award vesting period | 36 months | ||
2021 Plan [Member] | Vesting Option Two [Member] | Officer Options [Member] | |||
Share-based compensation arrangement by share-based payment award, award vesting rights, percentage | 75.00% | ||
Share based compensation arrangement by share based payment award vesting period | 36 months | ||
CEO Incentive Plan[Member] | |||
Share based compensation by share based payment arrangement options granted during the period | 25,000,000 | ||
Share-based compensation arrangement by share-based payment award, options, grants in period, weighted average grant date fair value | $ 3.54 | ||
Share based compensation by share based payement award options grant date weighted average exercise price | $ 10 | ||
Share based compensation by share based payement award options outstanding weighted average remaining contractual term | 9 years 11 months 8 days | ||
Share based compensation by share based payment award options shares issued in period | 0 | ||
Compensation cost related to options expected to be recognised over a weighted average service period | 5 years 1 month 6 days | ||
CEO Incentive Plan[Member] | Common Stock [Member] | |||
Share based compensation arrangement option granted to purchase stock at exercise price | $ 10 | ||
CEO Incentive Plan[Member] | Restricted Stock Units (RSUs) [Member] | |||
Unrecognised compensation cost related to Equity instruments other than options | $ 74 | ||
Compensation cost related to equity instruments other than options expected to be recognised over a weighted average service period | 2 years 3 months 18 days | ||
Employee Options [Member] | |||
Unrecognised compensation cost related to unvested stock options | $ 87.1 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Options Exercisable under CEO Incentive Plan (Detail) | 3 Months Ended |
Mar. 31, 2021$ / sharesshares | |
Option Shares | 5,000,000 |
CEO Incentive Plan [Member] | Share-based Payment Arrangement, Tranche One [Member] | |
Option Shares | 2,500,000 |
Average Trading Price per Share of the Combined Entity | $ / shares | $ 20 |
CEO Incentive Plan [Member] | Share-based Payment Arrangement, Tranche Two [Member] | |
Option Shares | 2,500,000 |
Average Trading Price per Share of the Combined Entity | $ / shares | $ 30 |
CEO Incentive Plan [Member] | Share-based Payment Arrangement, Tranche Three [Member] | |
Option Shares | 2,500,000 |
Average Trading Price per Share of the Combined Entity | $ / shares | $ 40 |
CEO Incentive Plan [Member] | Share-based Payment Arrangement Tranche Four [Member] | |
Option Shares | 2,500,000 |
Average Trading Price per Share of the Combined Entity | $ / shares | $ 50 |
CEO Incentive Plan [Member] | Share-based Payment Arrangement Tranche Five [Member] | |
Option Shares | 2,500,000 |
Average Trading Price per Share of the Combined Entity | $ / shares | $ 60 |
CEO Incentive Plan [Member] | Share-based Payment Arrangement Tranche Six [Member] | |
Option Shares | 2,500,000 |
Average Trading Price per Share of the Combined Entity | $ / shares | $ 70 |
CEO Incentive Plan [Member] | Share-based Payment Arrangement Tranche Seven [Member] | |
Option Shares | 2,500,000 |
Average Trading Price per Share of the Combined Entity | $ / shares | $ 80 |
CEO Incentive Plan [Member] | Share-based Payment Arrangement Tranche Eight [Member] | |
Option Shares | 2,500,000 |
Average Trading Price per Share of the Combined Entity | $ / shares | $ 90 |
CEO Incentive Plan [Member] | Share-based Payment Arrangement Tranche Nine [Member] | |
Option Shares | 2,500,000 |
Average Trading Price per Share of the Combined Entity | $ / shares | $ 100 |
CEO Incentive Plan [Member] | Share-based Payment Arrangement Tranche Ten [Member] | |
Option Shares | 2,500,000 |
Average Trading Price per Share of the Combined Entity | $ / shares | $ 110 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Share-based Compensation Arrangement By Share Based Payment Award Options Vested And Expected To Vest Exercisable (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Shares Subject to Stock Options Outstanding as of December 31, 2020 | 24,915 | |
Number of Shares Subject to Stock Options Outstanding, Options granted | 5,000 | |
Number of Shares Subject to Stock Options Outstanding, Exercised | (186) | |
Number of Shares Subject to Stock Options Outstanding, Canceled/forfeited | (99) | |
Number of Shares Subject to Stock Options, Outstanding as of March 31, 2021 | 29,630 | 24,915 |
Number of Shares Subject to Stock Options Outstanding, Options vested and expected to vest as of March 31, 2021 | 28,294 | |
Number of Shares Subject to Stock Options Outstanding, Exercisable as of March 31, 2021 | 14,950 | |
Weighted-Average Exercise Price, Outstanding as of December 31, 2020 | $ 9.32 | |
Weighted-Average Exercise Price, Options granted | 10 | |
Weighted-Average Exercise Price, Exercised | 9.04 | |
Weighted-Average Exercise Price, Canceled/forfeited | 9.35 | |
Weighted-Average Exercise Price, Outstanding as of March 31, 2021 | 9.44 | $ 9.32 |
Weighted-Average Exercise Price, Options vested and expected to vest as of March 31, 2021 | 9.46 | |
Weighted-Average Exercise Price, Exercisable as of March 31, 2021 | $ 9.52 | |
Weighted-Average Remaining Contractual Term, Outstanding as of March 31, 2021 | 7 years 10 months 2 days | 7 years 7 months 2 days |
Weighted-Average Remaining Contractual Term, Options vested and expected to vest as of March 31, 2021 | 7 years 10 months 2 days | |
Weighted-Average Remaining Contractual Term, Exercisable as of March 31, 2021 | 7 years 1 month 17 days | |
Aggregate Intrinsic Value, Outstanding as of December 31, 2020 | $ 20,564 | |
Aggregate Intrinsic Value, Outstanding as of Option Exercised | 0 | |
Aggregate Intrinsic Value, Outstanding as of March 31, 2021 | 0 | $ 20,564 |
Aggregate Intrinsic Value, Options vested and expected to vest as of March 31, 2021 | 0 | |
Aggregate Intrinsic Value, Exercisable as of March 31, 2021 | $ 0 | |
Previously Reported [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Shares Subject to Stock Options Outstanding as of December 31, 2020 | 1,071,605 | |
Number of Shares Subject to Stock Options, Outstanding as of March 31, 2021 | 1,071,605 | |
Weighted-Average Exercise Price, Outstanding as of December 31, 2020 | $ 0.22 | |
Weighted-Average Exercise Price, Outstanding as of March 31, 2021 | $ 0.22 | |
Weighted-Average Remaining Contractual Term, Outstanding as of March 31, 2021 | 7 years 7 months 2 days | |
Aggregate Intrinsic Value, Outstanding as of December 31, 2020 | $ 20,564 | |
Aggregate Intrinsic Value, Outstanding as of March 31, 2021 | $ 20,564 | |
Revision of Prior Period, Adjustment [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Shares Subject to Stock Options Outstanding as of December 31, 2020 | (1,046,690) | |
Number of Shares Subject to Stock Options, Outstanding as of March 31, 2021 | (1,046,690) |
Stock Based Compensation - Summ
Stock Based Compensation - Summary of Outstanding Restricted Stock Units (Detail) - 2021 Plan [Member] shares in Thousands | 3 Months Ended |
Mar. 31, 2021$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of Shares, Beginning | shares | 0 |
Number of Shares, Granted | shares | 12,500 |
Number of Shares, Ending | shares | 12,500 |
Weighted Average Grant Date Fair Value, Beginning Value | $ / shares | $ 0 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | 6.12 |
Weighted Average Grant Date Fair Value, Ending Value | $ / shares | $ 6.12 |
Stock-Based Compensation - Su_3
Stock-Based Compensation - Summary of Share-based Payment Award, Stock Options, Valuation Assumptions (Detail) - $ / shares | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Share-based Payment Arrangement, Option [Member] | Chief Executive Officer [Member] | ||
Expected stock price | $ 9.19 | |
Expected volatility | 54.00% | |
Risk-free rate | 1.59% | |
Expected terms (in years) | 10 years | |
Expected dividends | 0.00% | |
Discount for lack of marketability | 20.00% | |
Share-based Payment Arrangement, Option [Member] | Officer [Member] | ||
Expected stock price | $ 9.19 | |
Expected volatility | 53.00% | |
Risk-free rate | 1.07% | |
Expected terms (in years) | 6 years | |
Expected dividends | 0.00% | |
Restricted Stock Units (RSUs) [Member] | Officer [Member] | ||
Expected stock price | $ 9.19 | |
Expected volatility | 56.00% | |
Risk-free rate | 0.60% | |
Expected terms (in years) | 4 years | |
Expected dividends | 0.00% | |
Share-based Payment Arrangement, Employee [Member] | ||
Expected volatility | 53.00% | 70.00% |
Risk-free rate | 1.07% | |
Risk-free rate | 1.40% | |
Risk-free rate | 1.80% | |
Expected terms (in years) | 6 years | |
Expected dividends | 0.00% | 0.00% |
Share-based Payment Arrangement, Employee [Member] | Minimum [Member] | ||
Expected terms (in years) | 5 years 4 months 24 days | |
Share-based Payment Arrangement, Employee [Member] | Maximum [Member] | ||
Expected terms (in years) | 6 years 8 months 12 days |
Stock-Based Compensation - Su_4
Stock-Based Compensation - Summary of Stock-based Compensation (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Share-based Payment Arrangement, Expense | $ 11,282 | $ 9,218 |
Cost of revenue [Member] | ||
Share-based Payment Arrangement, Expense | 940 | 542 |
Research and development [Member] | ||
Share-based Payment Arrangement, Expense | 976 | 2,908 |
Selling, general, and administrative [Member] | ||
Share-based Payment Arrangement, Expense | $ 9,366 | $ 5,768 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) | Dec. 31, 2020USD ($) |
Income Tax Disclosure [Abstract] | |
Unrecognized tax benefits | $ 0 |
Net Loss Per Share - Summary of
Net Loss Per Share - Summary of Basic and Diluted Net Loss Per Share (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Earnings Per Share [Abstract] | ||
Net loss | $ (64,502) | $ (70,940) |
Total weighted-average shares outstanding, basic and diluted | 55,500,398 | 1,656,774 |
Net loss per share, basic and diluted | $ (1.16) | $ (42.82) |
Net Loss Per Share - Summary _2
Net Loss Per Share - Summary of Antidilutive Securities Excluded From Computation of Earnings Per Share (Detail) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 50,058,206 | 150,263,357 |
Redeemable convertible preferred stock (on an if-converted basis) [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0 | 121,431,302 |
Stock options to purchase common stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 29,630,036 | 25,404,652 |
Warrants to purchase common stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 20,428,170 | 40,152 |
Warrants to purchase redeemable convertible preferred stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0 | 3,387,251 |
Net Loss Per Share - Additional
Net Loss Per Share - Additional Information (Detail) - shares | Mar. 31, 2021 | Dec. 31, 2020 |
Share-based compensation arrangement by share-based payment award, options, outstanding, number | 29,630,000 | 24,915,000 |
Earn out shares subject to vesting and potential forfeiture | 4,970,000 | |
Share-based Payment Arrangement, Option [Member] | ||
Share-based compensation arrangement by share-based payment award, equity instruments other than options, nonvested, number | 25,000,000 | |
Restricted Stock Units (RSUs) [Member] | ||
Share-based compensation arrangement by share-based payment award, options, outstanding, number | 12,500,000 |