Cover Page
Cover Page | 6 Months Ended |
Jun. 30, 2022 | |
Entity Listings [Line Items] | |
Document Type | S-1 |
Entity Registrant Name | View, Inc. |
Entity Filer Category | Large Accelerated Filer |
Entity Small Business | false |
Entity Emerging Growth Company | false |
Amendment Flag | false |
Entity Central Index Key | 0001811856 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (unaudited) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 111,242 | $ 281,081 |
Accounts receivable, net of allowances | 31,012 | 30,605 |
Inventories | 17,118 | 10,267 |
Prepaid expenses and other current assets | 24,082 | 21,579 |
Total current assets | 183,454 | 343,532 |
Property and equipment, net | 265,482 | 268,401 |
Restricted cash | 16,459 | 16,462 |
Right-of-use assets | 19,841 | 21,178 |
Deposits with supplier | 7,566 | |
Other assets | 26,319 | 21,927 |
Total assets | 511,555 | 679,066 |
Current liabilities: | ||
Accounts payable | 9,538 | 24,186 |
Accrued expenses and other current liabilities | 56,508 | 57,986 |
Accrued compensation | 9,516 | 9,508 |
Deferred revenue | 7,904 | 11,460 |
Debt, current | 1,470 | 1,470 |
Total current liabilities | 83,466 | 104,610 |
Debt, non-current | 13,225 | 13,960 |
Redeemable convertible preferred stock warrant liability | 0 | |
Sponsor earn-out liability | 1,485 | 7,624 |
Lease liabilities | 21,346 | 22,997 |
Other liabilities | 42,344 | 50,537 |
Total liabilities | 161,866 | 199,728 |
Temporary equity, carrying amount, attributable to parent | 0 | |
Stockholders' equity: | ||
Common stock, $0.0001 par value; 600,000,000 shares authorized as of June 30, 2022 and December 31, 2021; 219,227,971 and 219,195,971 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively | 22 | 22 |
Additional paid-in capital | 2,772,256 | 2,736,647 |
Accumulated deficit | (2,422,589) | (2,257,331) |
Total stockholders' equity | 349,689 | 479,338 |
Total liabilities and stockholders' equity | $ 511,555 | 679,066 |
Previously Reported [Member] | ||
Current assets: | ||
Other assets | 29,493 | |
Current liabilities: | ||
Accrued expenses and other current liabilities | $ 59,456 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (unaudited) (Parentheticals) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Redeemable convertible preferred stock par or stated value per share ( in dollars per share) | $ 0.0001 | |
Redeemable convertible preferred stock authorized (in shares) | 0 | 224,409,612 |
Redeemable convertible preferred stock shares issued (in shares) | 0 | 121,431,310 |
Redeemable convertible preferred stock shares outstanding (in shares) | 0 | 121,431,000 |
Redeemable convertible preferred stock liquidation preference | $ 0 | $ 1,749,201,000 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 600,000,000 | 262,797,235 |
Common stock, shares issued (in shares) | 219,195,971 | 1,708,476 |
Common stock, share outstanding (in shares) | 219,195,971 | 1,708,476 |
Previously Reported [Member] | ||
Redeemable convertible preferred stock shares outstanding (in shares) | 5,222,852,000 | |
Previously Reported [Member] | Redeemable Convertible Preferred Stock [Member] | ||
Redeemable convertible preferred stock shares outstanding (in shares) | 121,431,310 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Comprehensive Loss (unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | |||||||
Revenue | $ 16,316 | $ 16,926 | $ 33,328 | $ 26,695 | $ 74,007 | $ 32,926 | $ 23,955 |
Costs and expenses: | |||||||
Cost of revenue | 39,531 | 49,610 | 80,093 | 85,789 | 194,714 | 120,634 | 203,732 |
Research and development | 20,908 | 21,040 | 40,603 | 37,610 | 93,477 | 68,822 | 74,850 |
Selling, general, and administrative | 40,755 | 34,633 | 83,714 | 56,333 | 131,214 | 73,958 | 73,530 |
Income from legal settlement | 0 | 0 | (22,500) | ||||
Total costs and expenses | 101,194 | 105,283 | 204,410 | 179,732 | 419,405 | 263,414 | 329,612 |
Loss from operations | (84,878) | (88,357) | (171,082) | (153,037) | (345,398) | (230,488) | (305,657) |
Interest and other expense (income), net | |||||||
Interest income | 65 | 499 | 5,591 | ||||
Interest expense, net | 69 | 316 | 266 | 5,619 | (5,954) | (26,820) | (10,594) |
Other expense (income), net | (187) | 4,978 | 141 | 6,420 | (6,355) | (32) | (108) |
Gain (loss) on fair value change, net | (1,904) | 2,065 | (6,285) | (5,348) | 24,290 | 7,155 | 1,750 |
Loss on extinguishment of debt | 0 | (10,018) | (10,018) | 0 | (3,040) | ||
Interest and other income (expense), net | (2,022) | 7,359 | (5,878) | 16,709 | 2,028 | (19,198) | (6,401) |
Loss before provision for income taxes | (82,856) | (95,716) | (165,204) | (169,746) | (343,370) | (249,686) | (312,058) |
Provision for income taxes | 30 | 4 | 54 | 9 | (392) | 40 | 51 |
Net and comprehensive loss | $ (82,886) | $ (95,720) | $ (165,258) | $ (169,755) | $ (342,978) | $ (249,726) | $ (312,109) |
Net loss per share, basic (in shares) | $ (0.39) | $ (0.45) | $ (0.77) | $ (1.26) | $ (1.97) | $ (148.81) | $ (198.66) |
Net loss per share, diluted (in shares) | $ (0.39) | $ (0.45) | $ (0.77) | $ (1.26) | $ (1.97) | $ (148.81) | $ (198.66) |
Weighted-average shares used in calculation of net loss per share, basic (in dollars per share) | 214,253,209 | 212,116,112 | 214,242,768 | 134,240,831 | 173,692,582 | 1,678,098 | 1,571,045 |
Weighted-average shares used in calculation of net loss per share, diluted (in dollars per share) | 214,253,209 | 212,116,112 | 214,242,768 | 134,240,831 | 173,692,582 | 1,678,098 | 1,571,045 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit) (unaudited) - USD ($) $ in Thousands | Total | Previously Reported | Retroactive application of reverse recapitalization (Note 2) | Common Stock | Common Stock Previously Reported | Common Stock Retroactive application of reverse recapitalization (Note 2) | Additional Paid-In Capital | Additional Paid-In Capital Previously Reported | Additional Paid-In Capital Retroactive application of reverse recapitalization (Note 2) | Accumulated Deficit | Accumulated Deficit Previously Reported |
Beginning balance (in shares) at Dec. 31, 2018 | 105,584,000 | 4,541,214,000 | (4,435,630,000) | ||||||||
Beginning balance at Dec. 31, 2018 | $ 1,512,915 | $ 1,512,915 | |||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||
Issuance of Series H redeemable convertible preferred stock, net of issuance costs (in shares) | 15,852,000 | ||||||||||
Issuance of Series H redeemable convertible preferred stock, net of issuance costs | $ 299,809 | ||||||||||
Ending balance (in shares) at Dec. 31, 2019 | 121,436,000 | (5,101,421,000) | |||||||||
Ending balance at Dec. 31, 2019 | $ 1,812,724 | ||||||||||
Beginning balance (in shares) at Dec. 31, 2018 | 1,375,000 | 59,128,000 | (57,753,000) | ||||||||
Beginning balance at Dec. 31, 2018 | $ (1,321,981) | (1,321,981) | $ 6 | $ (6) | $ 30,537 | $ 30,531 | $ 6 | $ (1,352,518) | $ (1,352,518) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Conversion of redeemable convertible preferred stock to common stock in connection with reverse recapitalization (in shares) | 155,000 | ||||||||||
Conversion of redeemable convertible preferred stock to common stock in connection with reverse recapitalization | $ 66 | 66 | |||||||||
Issuance of common stock upon exercise of stock options (in shares) | 121,000 | ||||||||||
Issuance of common stock upon exercise of stock options | 677 | 677 | |||||||||
Stock-based compensation | 29,076 | 29,076 | |||||||||
Net loss | (312,109) | $ (289,904) | (312,109) | ||||||||
Ending balance (in shares) at Dec. 31, 2019 | 1,651,000 | ||||||||||
Ending balance at Dec. 31, 2019 | $ (1,604,271) | 60,356 | (1,664,627) | ||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||
Cancellation of Series A, Series B, and Series E redeemable convertible preferred stock (in shares) | (5,000) | ||||||||||
Cancellation of Series A, Series B, and Series E redeemable convertible preferred stock | $ (46) | ||||||||||
Ending balance (in shares) at Dec. 31, 2020 | 121,431,000 | 5,222,852,000 | (71,774,000) | ||||||||
Ending balance at Dec. 31, 2020 | $ 1,812,678 | $ 1,812,678 | $ 0 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Cancellation of Series A, Series B, and Series E redeemable convertible preferred stock | 46 | 46 | |||||||||
Issuance of common stock upon exercise of stock options (in shares) | 58,000 | ||||||||||
Issuance of common stock upon exercise of stock options | 455 | 455 | |||||||||
Stock-based compensation | 28,932 | 28,932 | |||||||||
Net loss | $ (249,726) | (256,982) | (249,726) | ||||||||
Ending balance (in shares) at Dec. 31, 2020 | 121,431,310 | 1,709,000 | 73,483,000 | ||||||||
Ending balance at Dec. 31, 2020 | $ (1,824,564) | $ (1,801,413) | $ 0 | $ 7 | $ (7) | 89,789 | 89,782 | 7 | (1,914,353) | (1,914,353) | |
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||
Conversion of redeemable convertible preferred stock to common stock in connection with reverse recapitalization (in shares) | (121,431,000) | ||||||||||
Conversion of redeemable convertible preferred stock to common stock in connection with reverse recapitalization | $ (1,812,678) | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Conversion of redeemable convertible preferred stock to common stock in connection with reverse recapitalization (in shares) | 121,431,000 | ||||||||||
Conversion of redeemable convertible preferred stock to common stock in connection with reverse recapitalization | 1,812,678 | $ 12 | 1,812,666 | ||||||||
Reverse recapitalization transaction, net of fees (in shares) | 93,865,000 | ||||||||||
Reverse recapitalization transaction, net of fees | 745,751 | $ 10 | 745,741 | ||||||||
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 (in shares) | 72,000 | ||||||||||
Issuance of common stock upon exercise of stock options | 382 | 382 | |||||||||
Stock-based compensation | 10,463 | 10,463 | |||||||||
Net loss | (74,035) | (74,035) | |||||||||
Ending balance (in shares) at Mar. 31, 2021 | 217,077,000 | ||||||||||
Ending balance at Mar. 31, 2021 | $ 677,942 | $ 22 | 2,666,308 | (1,988,388) | |||||||
Beginning balance (in shares) at Dec. 31, 2020 | 121,431,000 | 5,222,852,000 | (71,774,000) | ||||||||
Beginning balance at Dec. 31, 2020 | $ 1,812,678 | $ 1,812,678 | 0 | ||||||||
Ending balance (in shares) at Jun. 30, 2021 | 0 | ||||||||||
Ending balance at Jun. 30, 2021 | $ 0 | ||||||||||
Beginning balance (in shares) at Dec. 31, 2020 | 121,431,310 | 1,709,000 | 73,483,000 | ||||||||
Beginning balance at Dec. 31, 2020 | $ (1,824,564) | $ (1,801,413) | $ 0 | $ 7 | $ (7) | 89,789 | 89,782 | 7 | (1,914,353) | (1,914,353) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Net loss | (169,755) | ||||||||||
Ending balance (in shares) at Jun. 30, 2021 | 217,116,000 | ||||||||||
Ending balance at Jun. 30, 2021 | $ 604,527 | $ 22 | 2,688,613 | (2,084,108) | |||||||
Beginning balance (in shares) at Dec. 31, 2020 | 121,431,000 | 5,222,852,000 | (71,774,000) | ||||||||
Beginning balance at Dec. 31, 2020 | $ 1,812,678 | $ 1,812,678 | $ 0 | ||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||
Conversion of redeemable convertible preferred stock to common stock in connection with reverse recapitalization (in shares) | (121,431,000) | ||||||||||
Conversion of redeemable convertible preferred stock to common stock in connection with reverse recapitalization | $ (1,812,678) | ||||||||||
Ending balance (in shares) at Dec. 31, 2021 | 0 | ||||||||||
Ending balance at Dec. 31, 2021 | $ 0 | ||||||||||
Beginning balance (in shares) at Dec. 31, 2020 | 121,431,310 | 1,709,000 | 73,483,000 | ||||||||
Beginning balance at Dec. 31, 2020 | $ (1,824,564) | $ (1,801,413) | $ 0 | $ 7 | $ (7) | 89,789 | $ 89,782 | $ 7 | (1,914,353) | $ (1,914,353) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Vesting of restricted stock units (in shares) | 115,000 | ||||||||||
Conversion of redeemable convertible preferred stock to common stock in connection with reverse recapitalization (in shares) | 121,431,000 | ||||||||||
Conversion of redeemable convertible preferred stock to common stock in connection with reverse recapitalization | $ 1,812,678 | $ 12 | 1,812,666 | ||||||||
Reverse recapitalization transaction, net of fees (in shares) | 93,865,000 | ||||||||||
Reverse recapitalization transaction, net of fees | 745,751 | $ 10 | 745,741 | ||||||||
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 (in shares) | 190,000 | 76,000 | |||||||||
Issuance of common stock upon exercise of stock options | $ 413 | 413 | |||||||||
Issuance of common stock in connect with WorxWell acquisition (in shares) | 2,000,000 | ||||||||||
Issuance of common stock in connect with WorxWell acquisition | 5,558 | 5,558 | |||||||||
Issuance of warrants in connection with WorxWell acquisition | 1,593 | 1,593 | |||||||||
Stock-based compensation | 73,620 | 73,620 | |||||||||
Net loss | (342,978) | (342,978) | |||||||||
Ending balance (in shares) at Dec. 31, 2021 | 219,196,000 | ||||||||||
Ending balance at Dec. 31, 2021 | $ 479,338 | $ 22 | 2,736,647 | (2,257,331) | |||||||
Ending balance (in shares) at Jun. 30, 2021 | 0 | ||||||||||
Ending balance at Jun. 30, 2021 | $ 0 | ||||||||||
Beginning balance (in shares) at Mar. 31, 2021 | 217,077,000 | ||||||||||
Beginning balance at Mar. 31, 2021 | 677,942 | $ 22 | 2,666,308 | (1,988,388) | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Vesting of restricted stock units (in shares) | 35 | ||||||||||
Issuance of common stock upon exercise of stock options (in shares) | 4,000 | ||||||||||
Issuance of common stock upon exercise of stock options | 31 | 31 | |||||||||
Stock-based compensation | 22,274 | 22,274 | |||||||||
Net loss | (95,720) | (95,720) | |||||||||
Ending balance (in shares) at Jun. 30, 2021 | 217,116,000 | ||||||||||
Ending balance at Jun. 30, 2021 | $ 604,527 | $ 22 | 2,688,613 | (2,084,108) | |||||||
Beginning balance (in shares) at Dec. 31, 2021 | 0 | ||||||||||
Beginning balance at Dec. 31, 2021 | $ 0 | ||||||||||
Beginning balance (in shares) at Dec. 31, 2021 | 219,196,000 | ||||||||||
Beginning balance at Dec. 31, 2021 | 479,338 | $ 22 | 2,736,647 | (2,257,331) | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Vesting of restricted stock units (in shares) | 26 | ||||||||||
Stock-based compensation | 17,468 | 17,468 | |||||||||
Net loss | (82,372) | (82,372) | |||||||||
Ending balance (in shares) at Mar. 31, 2022 | 219,222,000 | ||||||||||
Ending balance at Mar. 31, 2022 | $ 414,434 | $ 22 | 2,754,115 | (2,339,703) | |||||||
Beginning balance (in shares) at Dec. 31, 2021 | 0 | ||||||||||
Beginning balance at Dec. 31, 2021 | $ 0 | ||||||||||
Beginning balance (in shares) at Dec. 31, 2021 | 219,196,000 | ||||||||||
Beginning balance at Dec. 31, 2021 | $ 479,338 | $ 22 | 2,736,647 | (2,257,331) | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Issuance of common stock upon exercise of stock options (in shares) | 0 | ||||||||||
Net loss | $ (165,258) | ||||||||||
Ending balance (in shares) at Jun. 30, 2022 | 219,228,000 | ||||||||||
Ending balance at Jun. 30, 2022 | 349,689 | $ 22 | 2,772,256 | (2,422,589) | |||||||
Beginning balance (in shares) at Mar. 31, 2022 | 219,222,000 | ||||||||||
Beginning balance at Mar. 31, 2022 | 414,434 | $ 22 | 2,754,115 | (2,339,703) | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Vesting of restricted stock units (in shares) | 6 | ||||||||||
Stock-based compensation | 18,141 | 18,141 | |||||||||
Net loss | (82,886) | (82,886) | |||||||||
Ending balance (in shares) at Jun. 30, 2022 | 219,228,000 | ||||||||||
Ending balance at Jun. 30, 2022 | $ 349,689 | $ 22 | $ 2,772,256 | $ (2,422,589) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (unaudited) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities: | |||||
Net loss | $ (165,258) | $ (169,755) | $ (342,978) | $ (249,726) | $ (312,109) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||||
Depreciation and amortization | 11,874 | 14,021 | 41,757 | 24,958 | 25,239 |
Loss on extinguishment of debt | 0 | 10,018 | 10,018 | 0 | 3,040 |
Gain on fair value change, net | (6,285) | (5,348) | (24,290) | (7,155) | (1,750) |
Accrued interest expense and amortization of debt discount | 1,507 | 2,379 | 3,523 | ||
Stock-based compensation | 35,609 | 32,737 | 73,620 | 28,932 | 29,076 |
Income from legal settlement | 0 | 0 | (22,500) | ||
Other | 524 | 917 | 464 | 0 | 0 |
Changes in operating assets and liabilities: | |||||
Accounts receivable | (256) | (662) | (18,218) | (105) | (4,811) |
Inventories | (6,851) | (1,812) | (3,784) | 566 | (3,243) |
Prepaid expenses and other current assets | (644) | (3,421) | (17,191) | 23,073 | (662) |
Other assets | 1,972 | (2,521) | (2,673) | (1,361) | 226 |
Accounts payable | (8,724) | (3,378) | 5,339 | 3,005 | 2,175 |
Deferred revenue | (3,556) | 2,487 | 6,222 | 544 | 491 |
Accrued compensation | 8 | 646 | (1,319) | 3,435 | (355) |
Accrued expenses and other liabilities | (11,661) | 903 | 10,213 | 5,765 | 47,645 |
Net cash used in operating activities | (153,248) | (125,168) | (261,313) | (165,690) | (234,015) |
Cash flows from investing activities: | |||||
Purchases of property and equipment | (12,147) | (5,820) | (26,099) | (37,638) | (119,793) |
Disbursement of loan receivable | (1,589) | 0 | |||
Purchase of short-term investments | 0 | 0 | (348,322) | ||
Maturities of short-term investments | 0 | 32,866 | 315,456 | ||
Acquisitions, net of cash acquired | (4,938) | 0 | 0 | ||
Net cash used in investing activities | (13,736) | (5,820) | (31,037) | (4,772) | (152,659) |
Cash flows from financing activities: | |||||
Proceeds from draws related to revolving debt facility, net of issuance costs | 0 | 250,000 | 145,981 | ||
Repayment of revolving debt facility | 0 | (257,454) | (257,454) | (150,000) | 0 |
Repayment of other debt obligations | (735) | 0 | 0 | (1,714) | (44,750) |
Payments of obligations under finance leases | (264) | (356) | (1,278) | ||
Payments of obligations under capital leases | (1,515) | (2,613) | |||
Proceeds from issuance of common stock upon exercise of stock options | 0 | 403 | 403 | 455 | 743 |
Proceeds from reverse recapitalization and PIPE financing | 0 | 815,184 | 815,184 | 0 | 0 |
Payment of transaction costs related to reverse recapitalization | 0 | (41,655) | (41,655) | (745) | 0 |
Proceeds from issuance of redeemable convertible preferred stock, net of issuance costs | 0 | 0 | 299,809 | ||
Net cash provided by (used in) financing activities | (999) | 516,122 | 515,200 | 96,481 | 399,170 |
Net (decrease) increase in cash, cash equivalents, and restricted cash | (167,983) | 385,134 | 222,850 | (73,981) | 12,496 |
Cash, cash equivalents, and restricted cash, beginning of period | 297,543 | 74,693 | 74,693 | 148,674 | 136,178 |
Cash, cash equivalents, and restricted cash, end of period | 129,560 | 459,827 | 297,543 | 74,693 | 148,674 |
Supplemental disclosure of cash flow information: | |||||
Cash paid for interest | 39 | 19,329 | 19,380 | 12,703 | 4,536 |
Cash paid for income taxes | 28 | 40 | 51 | ||
Non-cash investing and financing activities: | |||||
Payables and accrued liabilities related to purchases of property and equipment | 2,674 | 1,273 | |||
Conversion of redeemable convertible preferred stock to common stock | 0 | 1,812,678 | 1,812,678 | 0 | 0 |
Conversion of redeemable convertible preferred stock warrants to common stock warrants | 0 | 7,267 | 7,267 | 0 | 0 |
Common stock issued in exchange for services associated with the reverse recapitalization | $ 0 | $ 7,500 | 7,500 | 0 | 0 |
Holdback related to acquisition | 1,061 | 0 | 0 | ||
Change in accounts payable and other liabilities related to purchase of property and equipment | 6,254 | (10,494) | 8,960 | ||
Change in right-of-use assets or property and equipment exchanged for lease obligations | 1,094 | 0 | 781 | ||
Deferred transaction costs included in accounts payable and accrued expenses and other current liabilities | $ 0 | $ 3,687 | $ 0 |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 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 (the “Business Combination”) 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. 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 $26.8 million. See Note 2 for additional information regarding the 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, 2021, included in the Company’s 2021 Annual Report on Form 10-K 10-K”). For the three and six months ended June 30, 2022 and 2021, there was no difference between net loss and total comprehensive loss. 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 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. 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 June 30, 2022, the results of operations for the three and six months ended June 30, 2022 and the cash flows for the six months ended June 30, 2022. The results of operations for the three and six months ended June 30, 2022 are not necessarily indicative of the results that may be expected for the full year or any other future interim or annual periods. All amounts are presented in U.S. dollars ($). Liquidity and Going Concern The accompanying condensed consolidated financial statements have been prepared on the basis that the Company will continue as a going concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business. The financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern. Since inception, the Company has not achieved profitable operations or positive cash flows from operations. The Company’s accumulated deficit totaled $2,422.6 million as of June 30, 2022. For the six months ended June 30, 2022, we had a net loss of approximately $165.3 million and negative cash flows from operations of approximately $153.2 million. In addition, for the six months ended June 30, 2021, we had a net loss of approximately $169.8 million and negative cash flows from operations of approximately $125.2 million. Cash and cash equivalents as of June 30, 2022 was $111.2 million. The Company has historically financed its operations through the issuance and sale of redeemable convertible preferred stock, the issuance of debt financing, the gross proceeds associated with the Merger and revenue generation from product sales. The Company’s continued existence is dependent upon its ability to obtain additional financing, enter into profitable sales contracts and generate sufficient cash flow to meet its obligations on a timely basis. The Company’s business will require significant amounts of capital to sustain operations and the Company will need to make the investments it needs to execute its long-term business plans. The Company has determined that there is substantial doubt about its ability to continue as a going concern, as the Company does not currently have adequate financial resources to fund its forecasted operating costs and meet its obligations beyond November 2022. To address its cash needs, the Company continues to pursue additional sources of capital. If the Company is unable to obtain adequate capital resources to fund its obligations, the Company will formulate additional plans to extend cash availability beyond such date, including modifying our operations to reduce spending. While the Company is seeking to raise additional capital beyond the Committed Equity Facility, as described further in Note 14, there can be no assurance the necessary financing will be available on terms acceptable to the Company, or at all. If the Company raises funds by issuing equity securities, dilution to stockholders may result. Any equity securities issued may also provide for rights, preferences, or privileges senior to those of holders of common stock. If we raise funds by issuing debt securities, these debt securities would have rights, preferences, and privileges senior to those of preferred and common stockholders. The terms of debt securities or borrowings could impose significant restrictions on our operations. The capital markets have experienced in the past, and may experience in the future, periods of upheaval that could impact the availability and cost of equity and debt financing. In addition, recent and anticipated future increases in federal fund rates set by the Federal Reserve, which serve as a benchmark for rates on borrowing, will impact the cost of debt financing. If we are unable to obtain adequate capital resources to fund operations, we would not be able to continue to operate our business pursuant to our current business plan, which would require us to modify our operations to reduce spending to a sustainable level by, among other things, delaying, scaling back or eliminating some or all of our ongoing or planned investments in corporate infrastructure, business development, sales and marketing, research and development and other activities, which would have a material impact on our operations and our ability to increase revenues, or we may be forced to discontinue our operations entirely. Summary of Significant Accounting Policies 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, 2021 included in the Company’s 2021 Annual Report on Form 10-K. 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 June 30, 2022, the Company has not experienced any losses on its deposits of cash and cash equivalents. For the six months ended June 30, 2022, two customers represented greater than 10.0% of total revenue, each accounting for 16.9% and 16.6% of total revenue. For the six months ended June 30, 2021, three customers represented greater than 10.0% of total revenue, each accounting for 16.5%, 11.8% and 10.1% of total revenue. Three customers accounted for 40.8% of accounts receivable, net as of June 30, 2022, each accounting for 16.1%, 12.9% and 11.8%, respectively. Four customers accounted for 53.0% of accounts receivable, net as of December 31, 2021, each accounting for 15.2%, 13.3%, 12.8% and 11.8%, respectively. 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 six months ended June 30, 2022, each of three suppliers accounted for 20.0%, 19.1% and 14.2% of total purchases, respectively. For the six months ended June 30, 2021, one supplier accounted for 34.5% of total purchases. 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 material 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 May 2021, the FASB issued ASU No. 2021-04, Earnings Per Share (Topic 260), Debt — Modifications and Extinguishments (Subtopic 470-50), Compensation — Stock Compensation (Topic 718), and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): or Exchanges of Freestanding Equity-Classified Written Call Options No. 2021-04”). Recent Accounting Pronouncements, Not Yet Adopted In August 2020, the FASB issued No. ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) Contracts in Entity’s Own Equity (Subtopic 815-40): 2020-06”) . 2020-6 | 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. The Company has also devoted significant resources to enable its new View Smart Building Platform, a new offering beginning in 2021. 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 (the “Business Combination”) 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. 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 $26.8 million. See Note 4 Emerging Growth Company (EGC) Status The Company became a large accelerated filer as of December 31, 2021 because our aggregate worldwide market value of the voting and non-voting non-affiliates Basis of Presentation The consolidated financial statements and accompanying notes have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and regulations of the U.S. Securities and Exchange Commission (“SEC”) for financial reporting and reflect the financial position, results of operations and cash flows of the Company. The Company’s consolidated financial statements include the accounts of View, Inc. and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The Company’s fiscal year ends on December 31. As a result of the Transactions completed on March 8, 2021, prior period share and per share amounts presented in the accompanying consolidated financial statements and these related notes have been retroactively converted in an amount determined by application of the exchange ratio of 0.02325 (“Exchange Ratio”), which was based on Legacy View’s implied price per share prior to the Merger. All amounts are presented in U.S. dollars ($). Liquidity and Going Concern The accompanying consolidated financial statements have been prepared on the basis that the Company will continue as a going concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business. The financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern. Since inception, the Company has not achieved profitable operations or positive cash flows from operations. The Company’s accumulated deficit totaled $2,257.3 million as of December 31, 2021. For the years ended December 31, 2021, 2020 and 2019, we had a net loss of approximately $343.0 million, $249.7 million and $312.1 million, respectively, and negative cash flows from operations of approximately $261.3 million, $165.7 million and $234.0 million respectively. Cash and cash equivalents as of December 31, 2021 was $281.1 million. The Company has historically financed its operations through the issuance and sale of redeemable convertible preferred stock, the issuance of debt financing, the gross proceeds associated with the Merger and revenue generation from product sales. The Company’s continued existence is dependent upon its ability to obtain additional financing, enter into profitable sales contracts and generate sufficient cash flow to meet its obligations on a timely basis. The Company’s business will require significant amounts of capital to sustain operations and the Company will need to make the investments it needs to execute its long-term business plans. The Company has determined that there is substantial doubt about its ability to continue as a going concern, as the Company does not currently have adequate financial resources to fund its forecasted operating costs and meet its obligations for at least twelve months from the filing of this Annual Report on Form 10-K. While the Company will seek to raise additional capital, there can be no assurance the necessary financing will be available on terms acceptable to the Company, or at all. If the Company raises funds by issuing equity securities, dilution to stockholders may result. Any equity securities issued may also provide for rights, preferences or privileges senior to those of holders of common stock. If we raise funds by issuing debt securities, these debt securities would have rights, preferences and privileges senior to those of preferred and common stockholders. The terms of debt securities or borrowings could impose significant restrictions on our operations. The capital markets have in the past, and may in the future, experience periods of upheaval that could impact the availability and cost of equity and debt financing. In addition, recent and anticipated future increases in federal fund rates set by the Federal Reserve, which serve as a benchmark for rates on borrowing, will impact the cost of debt financing. If we are unable to obtain adequate capital resources to fund operations, we would not be able to continue to operate our business pursuant to our current business plan, which would require us to modify our operations to reduce spending to a sustainable level by, among other things, delaying, scaling back or eliminating some or all of our ongoing or planned investments in corporate infrastructure, business development, sales and marketing, research and development and other activities, which would have a material impact on our operations and our ability to increase revenues, or we may be forced to discontinue our operations entirely. View’s Pandemic Response The COVID-19 COVID-19 COVID-19 COVID-19 COVID-19 COVID-19’s COVID-19 To address these conditions, the Company established protocols to continue business operations as an essential industry, helped insulate its supply chain from delays and disruptions, and assessed its business operations and financial plans as a result of COVID-19. pre-COVID Summary of Significant Accounting Policies Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts and disclosures in the consolidated financial statements and the accompanying notes. Significant estimates include the 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 December 31, 2021, the Company has not experienced any losses on its deposits of cash and cash equivalents. For the year ended December 31, 2021, two customers represented greater than 10.0% of total revenue, accounting for 24.0% of total revenue. For the years ended December 31, 2020 and 2019, one customer accounted for 10.2% and 11.2% of total revenue, respectively. Four customers accounted for 53.0% of total accounts receivable, net as of December 31, 2021, including 15.2%, 13.3%, 12.8% and 11.8%, respectively. 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 years ended December 31, 2021, 2020 and 2019, one supplier accounted for 34.0%, 42.8%, and 42.6% of total purchases, respectively. Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities from the date of purchase of three months or less to be cash equivalents. Cash equivalents are invested in demand deposits, U.S. Treasury bills and money market mutual funds. The Company considers investments with original maturities greater than three months and remaining maturities less than one year to be short-term investments. Demand deposits and U.S Treasury bills are carried at cost, which approximates fair value and money market funds are reported at fair value based upon quoted market prices. Restricted Cash The Company is required by its bank to collateralize letters of credit issued to the Company’s lessors, suppliers, customers, utility providers, and for the Company’s purchasing card program. All amounts in restricted cash as of December 31, 2021 and 2020 represent funds held in certificates of deposit and are stated at cost, which approximates fair value. Restricted cash is classified as current or non-current 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 6 Accounts Receivable, Net of Allowances Accounts receivable consists of current trade receivables due from customers recorded at invoiced amount, net of allowances for credit losses. Judgment is required in assessing the realization of these receivables, including the current creditworthiness of each customer and related aging of the past-due In the year ended December 31, 2021, the Company recorded an immaterial increase in the allowance for credit losses. The Company regularly reviews accounts receivable for collectability and establishes or adjusts the allowance for credit losses as necessary using the specific identification method based on the available facts. The allowance for credit losses totaled $0.7 million and $0.2 million at December 31, 2021 and 2020, respectively. Contract Assets and Liabilities Billing practices for certain contracts with customers are governed by the contract terms of each project based on (i) progress toward completion approved by the owner, (ii) achievement of milestones or (iii) pre-agreed cost-to-cost Certain contracts under which we perform work contain retainage provisions. Retainage refers to amounts that we have billed to the customer, but such amounts are being held for payment by the customer pending satisfactory completion of the project. Retainage on active contracts is classified as a current asset regardless of the term of the contract and is generally collected within one year of the completion of a contract. At December 31, 2021 and 2020, contract assets included $2.6 million and nil, respectively, of retainage, which was being contractually withheld by customers until completion of the associated contracts. Other contract assets arise when the Company recognizes revenues for performance under its contracts, but the Company is not yet entitled to bill the customer under the terms of the contract. At December 31, 2021 and 2020, these other contract assets totaled $9.6 million and $1.2 million, respectively, for revenue that has been recognized for performance, but the customer has not yet been billed. Once amounts are billed to customers, the asset is classified within Accounts Receivable, Net of Allowances. Contract liabilities represent the Company’s obligation to provide goods or services to a customer for which the Company has been paid by the customer or for which the Company has billed the customer under the terms of the contract. Revenue for future services reflected in this account are recognized, and the liability is reduced, as the Company subsequently satisfies the performance obligation under the contract. Contract liabilities are presented as deferred revenue on the consolidated balance sheets. Inventories Inventories consist of finished goods which are stated at the lower of cost or net realizable value. Costs are measured on a first-in, Property and Equipment, Net Property and equipment are stated at cost less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets, generally two In 2021, the Company decided that additional production space was required to meet future expected demand. Accordingly, the Company evaluated the space availability in its manufacturing facility and determined that certain assets used for research and development purposes would be disassembled to make room for additional production capacity. Consequently, the Company made the decision to abandon and shorten the life of these assets to coincide with their removal date, resulting in accelerated depreciation of $14.4 million included in research and development expenses in the consolidated statement of comprehensive loss. Additionally, in 2021, the Company recorded a loss of $1.1 million, of which $0.9 million was included in cost of revenue and $0.2 million was included in selling, general and administrative expenses in the consolidated statement of comprehensive loss for assets that were no longer in service and had no alternative use. In 2020, the Company recorded a loss of $1.1 million, of which $0.1 million was included in cost of revenue, $0.7 million was included in research and development and $0.3 million was included in selling, general and administrative expenses in the consolidated statement of comprehensive loss for assets that were no longer in service and had no alternative use. In 2019, the Company recorded a loss of $3.9 million in research and development expenses in the consolidated statement of comprehensive loss for an asset used for research and development purposes that was no longer in service and had no alternative use. Internal Use Software Certain development costs associated with internal use software incurred during the application development stage are capitalized. Costs associated with preliminary project phase activities, training, maintenance and any post-implementation costs are expensed as incurred. Capitalized internal use software costs are normally amortized over an estimated useful life of 5 years once the related project has been completed and deployed for use. Such capitalized internal use software has not been material in any of the periods presented through December 31, 2021. Capitalized Software Development Costs The capitalization of software development cost for products to be marketed begins when a product’s technological feasibility has been established. Technological feasibility is established when a working model has been completed and the completeness of the working model has been confirmed by testing. Capitalization ends when the resulting product is available for general market release. Costs during the period prior to technological feasibility are expensed as incurred. The Company ensures that technological feasibility has been achieved for products to be marketed to external users before the release of those products. Capitalized software development costs are amortized using the straight-line amortization method over the estimated useful life of the applicable software. Such software development costs required to be capitalized have not been material in any of the periods presented through December 31, 2021. Impairment of Long-Lived Assets The Company evaluates long-lived assets for impairment whenever events indicate that a potential impairment may have occurred. If such events arise, the Company will compare the carrying amount of the asset group comprising the long-lived assets to the estimated future undiscounted cash flows expected to be generated by the asset group. If the estimated aggregate undiscounted cash flows are less than the carrying amount of the asset group, an impairment charge is recorded at the amount by which the carrying amount of the asset group exceeds the fair value of the assets, based on the expected discounted future cash flows attributable to those assets. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell. There were no impairments of long-lived assets during the years ended December 31, 2021, 2020 and 2019. The Company regularly reviews its long-lived assets for triggering events or other circumstances that could indicate impairment. As of December 31, 2021, management considered the continued operating losses when combined with the sustained decline in our market capitalization, to be a potential triggering event and therefore performed a quantitative impairment test of our long-lived assets as of December 31, 2021. Based on the results of this test, the Company concluded that the asset group was recoverable and no impairment was recorded as of December 31, 2021. If the decline in the Company’s share price is sustained or the Company identifies other events or circumstances indicating the carrying amount of an asset or asset group may not be recoverable, this would require further testing of these assets and it may result in an impairment of such assets. Leases Effective January 1, 2021, the Company adopted Accounting Standards Update (“ASU”) 2016-02, Leases Our lease portfolio includes leases for our manufacturing facility, office space and various types of equipment. The Company determines if an agreement contains a lease at the inception of a contract. The asset component of our operating leases is recorded as Right-of-use The Company made a policy election to not recognize leases with a lease term of twelve months or less in the Consolidated Balance Sheet. For leases with an initial term greater than 12 months, a related lease liability is recorded on the balance sheet at the present value of future payments discounted at the estimated fully collateralized incremental borrowing rate (discount rate) corresponding with the lease term. In addition, a ROU asset is recorded as the initial amount of the lease liability, plus any lease payments made to the lessor before or at the lease commencement date and any initial direct costs incurred, less any tenant improvement allowance incentives received. The Company calculates the present value of future payments using its incremental borrowing rate when the discount rate implicit in the lease is not known. The incremental borrowing rate is the rate of interest that a lessee would have to pay to borrow on a collateralized basis over a similar term at an amount equal to the lease payments in a similar economic environment. The Company determines the applicable incremental borrowing rate at the lease commencement date based on the rates of its secured borrowings, which is then adjusted for the appropriate lease term and risk premium. In determining the Company’s ROU assets and operating lease liabilities, the Company applies these incremental borrowing rates to the minimum lease payments within each lease agreement. ROU assets and lease liabilities are remeasured upon certain modifications to leases using the present value of remaining lease payments and estimated incremental borrowing rate upon lease modification. Operating lease cost is recognized on a straight-line basis over the lease term, and includes amounts related to short-term leases. For finance leases, we record interest expense on the lease liability in addition to amortizing the ROU asset, which is generally straight-line, over the shorter of the lease term or the useful life of the ROU asset. We recognize variable lease payments, which are considered non-components Prior to fiscal 2021, total lease payments over the non-cancellable Goodwill and Other Intangible Assets From time to time, the Company makes acquisitions of companies related to existing, complementary or new markets. During 2021, the Company completed two acquisitions, which were individually immaterial to its financial position, results of operations and cash flows. The Company has not presented pro forma combined results for these acquisitions because the impact on previously reported statements of operations would not have been material individually or in the aggregate. Acquisition-related costs are included in general and administrative expenses in the consolidated statements of operations and were immaterial for the year ended December 31, 2021. On July 7, 2021, the Company acquired 100% of the outstanding stock of ioTium, the leading provider of secure, cloud-managed, software-defined IoT networks. The total purchase consideration, net of cash acquired and including deferred consideration of $1.1 million, was $7.0 million. At closing, the Company paid approximately $4.9 million in cash. Total non-cash and contract backlog and $3.7 million of goodwill. The goodwill was primarily attributable to strategic opportunities that arose from the acquisition of ioTium. The goodwill was not deductible for tax purposes. The preliminary purchase price allocation is final as of December 31, 2021. On December 1, 2021, the Company acquired certain assets associated with the WorxWell ™ 60-day 60-day Goodwill is measured as the excess of the purchase price over the sum of the amounts assigned to tangible and identifiable intangible assets acquired less liabilities assumed. Goodwill is not amortized but reviewed for impairment as of October 1 each fiscal year and whenever events or changes in circumstances indicate that the carrying value of goodwill may not be recoverable. The evaluation of goodwill and other intangible assets for impairment requires the exercise of significant judgment. Other intangible assets are presented at cost, net of accumulated amortization, and are amortized over their estimated useful lives of 1 to 6 years using the straight-line method. Other intangible assets primarily include purchased technology. There were no impairments of goodwill or intangible assets during the years ended December 31, 2021, 2020 and 2019. Impairment of goodwill or intangible assets may result in the future from significant changes in the manner of use of the acquired assets, negative industry or economic trends or significant underperformance relative to historical or projected operating results. Product Warranties The Company provides a standard assurance type warranty that its insulating glass units (“IGUs”) will be free from defects in materials and workmanship for generally 10 years from the date of delivery to customers. IGUs with sloped or laminated glass generally have a warranty of 5 or 10 years. Control systems associated with the sale of Controls, Software and Services (“CSS”) typically have a 5-year sub-assemblies respectively, based on warranty contractual terms and business practices. The total warranty liability included $6.1 million and $5.5 million as of December 31, 2021 and 2020, respectively, related to this standard assurance warranty. 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 of the quality issue in 2019. The Company has replaced and expects to continue to replace the affected IGUs for the remainder of the period covered by the warranty. The Company developed a statistical model to analyze the risk of failure of the affected IGUs related to this quality issue and predict the potential number of future failures that may occur during the remaining warranty period, as well as the timing of the expected failures. Management judgment is necessary to determine the distribution fit and covariates utilized in the statistical model, as well as the relative tolerance to declare convergence. The statistical model considered the volume of units sold, the volume of unit failures, data patterns, and other characteristics associated with the failed IGUs as well as the IGUs that had not yet failed as of each financial reporting period. These characteristics include, but are not limited to, time to failure, manufacture date, location of installation, and environmental factors. Based on this analysis, the Company has recorded a specific warranty liability using the estimated number of affected IGUs expected to fail in the remaining warranty period and applying estimated costs the Company expects to incur to replace the IGUs based on warranty contractual terms and business practices. The total warranty liability included $36.2 million and $42.1 million as of December 31, 2021 and December 31, 2020, respectively, related to these IGUs. The Company monitors warranty obligations and may make adjustments to its warranty liabilities if actual costs of product repair and replacement are significantly higher or lower than estimated. Accruals for anticipated future warranty costs are recorded to cost of revenue in the consolidated statements of comprehensive loss and included in other current liabilities and other liabilities on the consolidated balance sheet. Warranty liabilities are based on estimates of failure rates and future costs to settle warranty claims that are updated periodically, taking into consideration inputs such as changes in the volume of claims compared with the Company’s historical experience, and changes in the cost of servicing warranty claims. The estimated cost includes the Company’s expectations regarding future total cost of replacement, as well as fixed cost absorption as production increases. The Company accounts for the effect of changes in estimates prospectively. Changes in warranty liabilities are presented below (in thousands). See Note 2 Fiscal Year Ended 2021 2020 Beginning balance $ 47,678 $ 53,296 Accruals for warranties issued 1,551 1,304 Changes to estimates of volume and costs 1,234 (1,002 ) Settlements made (8,207 ) (5,920 ) Ending balance $ 42,256 $ 47,678 Warranty liability, current, beginning balance $ 8,864 $ 8,038 Warranty liability, noncurrent, beginning balance $ 38,814 $ 45,258 Warranty liability, current, ending balance $ 8,868 $ 8,864 Warranty liability, noncurrent, ending balance $ 33,388 $ 38,814 Considering the uncertainty inherent in the failure analysis, including the actual timing of the failures and the number of defective IGUs, as well as uncertainty regarding future supply chain costs and production volumes that may impact the projected costs to replace defective IGUs in future years, it is reasonably possible that the amount of costs to be incurred to replace the defective IGUs could ultimately be materially different from the estimate. 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. In addition to the warranty liabilities presented above, the Company has $0.7 million and $0.8 million included within Accrued expenses and other current liabilities in its Consolidated Balance Sheets as of December 31, 2021 and 2020, respectively, for incremental performance obligations promised to customers in connection with IGU failures associated with the quality issue described above. The costs associated with these obligations are included within Cost of revenue in the Consolidated Statement of Comprehensive Loss, and was $5.1 million, $2.7 million and nil for the years ended December 31, 2021, 2020 and 2019. Revenue Recognition The Company has historically generated revenue from (i) the manufacturing and sale of View Smart Glass IGUs, 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 View Smart Glass 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 system design, in which a design document is provided to lay out the IGUs, as well as a commissioning service, in which the installed IGUs and CSS components are tested and tinting configurations are set by the Company. For this Smart Glass products offering, View serves as a materials provider to its Smart Glass customers, which are typically glaziers for IGUs and low-voltage Under View’s Smart Glass product offering, when the owner, tenant or developer of the building approves of the use of View products, a non-binding During 2021, the Company entered into and commenced work on the first contract under its new product offering, View’s Smart Building Platform. In these types of arrangements, the Company contracts with the Smart Building Platform customers, which are typically the owners, tenants or developers of buildings, or the general contractor acting on behalf of the Company’s customers. With View’s Smart Building Platform, the smart building network serves as the bac |
Restatement of Previously Issue
Restatement of Previously Issued Financial Statements | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Changes and Error Corrections [Abstract] | |
Restatement of Previously Issued Financial Statements | 2. Restatement of Previously Issued Financial Statements Background of the Restatement As previously disclosed in August 2021, the Audit Committee of the Company’s Board of Directors (the “Audit Committee”) initiated an independent investigation concerning the adequacy of the Company’s previously presented warranty-related obligations (the “Investigation”), which has since been completed. As a result of the Investigation, the Audit Committee concluded that (i) the Company’s previously reported liabilities associated with warranty-related obligations and the cost of revenue associated with the recognition of those liabilities were materially misstated, (ii) the Company’s former Chief Financial Officer and certain former accounting staff negligently failed to properly record the liabilities for warranty-related obligations and cost of revenue, and (iii) the Company’s former Chief Financial Officer and certain former accounting staff intentionally failed to disclose certain information to the Company’s Board of Directors and the independent auditors, regarding the applicable costs incurred and expected to be incurred in connection with the warranty-related obligations when replacing the IGUs. Specifically, the Company had inappropriately excluded from the warranty obligation the installation labor and freight costs that it had incurred, and expected to continue to incur, when replacing the IGUs. It was also determined that partially offsetting the misstatement which understated the warranty obligation was another misstatement resulting in an overestimate in the estimated failure rates of the impacted IGUs. As a result of these material misstatements, the Company’s warranty liabilities were understated by $25.0 million as of December 31, 2020 and the Company’s Cost of Revenue and Net Loss were overstated by $3.1 million and understated by $20.9 million for the years ended December 31, 2020 and 2019, respectively, as well as understated by $7.1 million for periods prior to 2019, which has been corrected for as an adjustment to Accumulated Deficit as of December 31, 2018. Accordingly, the Company is restating the accompanying annual financial statements as of December 31, 2020 and for the years ended December 31, 2020 and 2019. The Company has also restated its unaudited quarterly financial statements as of March 31, 2021 and 2020 and for the three months then ended in connection with the filing of its Q1 2021 Form 10-Q/A 10-Q 10-Q In addition to restating for the warranty-related misstatements, the Company is also correcting for other immaterial misstatements in the accompanying financial statements, included within the Other Adjustments column of the tables below. Such adjustments include a $1.1 million understatement of Net Loss which originated in periods prior to 2019, as well as the following: a. the misstatement of depreciation expense for certain fixed assets; b. timing of the recognition of commissions expense due to contractual service requirements necessary to earn such commission; c. timing differences resulting from performance obligations associated with certain revenue contracts that were not initially identified and deferred over the period earned; d. the misstatement of liabilities associated with performance obligations promised to customers in connection with IGU failures; and e. certain income statement and balance sheet misclassifications, as well as other immaterial misstatements. Effect of the Restatement The effects of the prior-period misstatements on our Consolidated Balance Sheet, Statements of Comprehensive Income and Cash Flows are reflected in the tables below (in thousands, except per share data). The As Previously Reported column within the Consolidated Balance Sheets below include the retroactive application of the reverse capitalization as further discussed in Note 4 Consolidated Balance Sheet December 31, 2020 As Previously Investigation Other As Restated Assets Current assets: Cash and cash equivalents $ 63,232 $ — $ — $ 63,232 Accounts receivable, net of allowances 12,252 — — 12,252 Inventories 6,483 — — 6,483 Prepaid expenses and other current assets 6,881 — (668 ) (b), (e) 6,213 Total current assets 88,848 — (668 ) 88,180 Property and equipment, net 282,560 — — 282,560 Restricted cash 10,461 — — 10,461 Deposits with supplier 1,084 — — 1,084 Other assets 7,862 — — 7,862 Total assets $ 390,815 $ — $ (668 ) $ 390,147 Liabilities, Redeemable Convertible Preferred Stock, and Stockholders’ Equity (Deficit) Current liabilities: Accounts payable $ 14,562 $ — $ — $ 14,562 Accrued expenses and other current liabilities 36,480 4,849 821 (d) 42,150 Accrued compensation 14,665 — (3,838 ) (b) 10,827 Deferred revenue 2,111 — 538 (c) 2,649 Debt, current 247,248 — — 247,248 Total current liabilities 315,066 4,849 (2,479 ) 317,436 Debt, non-current 15,430 — — 15,430 Redeemable convertible preferred stock warrant liability 12,323 — — 12,323 Other liabilities 36,731 20,113 — 56,844 Total liabilities 379,550 24,962 (2,479 ) 402,033 Redeemable convertible preferred stock 1,812,678 — — 1,812,678 Stockholders’ equity (deficit): Additional paid-in-capital 89,789 — — 89,789 Accumulated deficit (1,891,202 ) (24,962 ) 1,811 (1,914,353 ) Total stockholders’ equity (deficit) (1,801,413 ) (24,962 ) 1,811 (1,824,564 ) Total liabilities, redeemable convertible preferred stock, and stockholders’ equity (deficit) $ 390,815 $ — $ (668 ) $ 390,147 Consolidated Statements of Comprehensive Loss Fiscal Year Ended December 31, 2020 As Previously Investigation Other As Restated Revenue 32,302 — 624 (c), (e) 32,926 Costs and expenses: Cost of revenue 123,110 (3,054 ) 578 (a), (d), (e) 120,634 Research and development 69,491 — (669 ) (a), (e) 68,822 Selling, general, and administrative 77,445 — (3,487 ) (a), (b) 73,958 Total costs and expenses 270,046 (3,054 ) (3,578 ) 263,414 Loss from operations (237,744 ) 3,054 4,202 (230,488 ) Interest and other income (expense), net Interest income 499 — — 499 Interest expense (26,820 ) — — (26,820 ) Other expense, net (32 ) — — (32 ) Gain (loss) on fair value change, net 7,155 — — 7,155 Interest and other income (expense), net (19,198 ) — — (19,198 ) Loss before benefit (provision) of income taxes (256,942 ) 3,054 4,202 (249,686 ) Benefit (provision) for income taxes (40 ) — — (40 ) Net and comprehensive loss (256,982 ) 3,054 4,202 (249,726 ) Net loss per share, basic and diluted $ (153.14 ) $ 1.82 $ 2.50 $ (148.81 ) Weighted-average shares used in calculation of net loss per share, basic and diluted 1,678,098 — — 1,678,098 Fiscal Year Ended December 31, 2019 As Previously Investigation Other As Restated Revenue 24,324 — (369 ) (c), (e) 23,955 Costs and expenses: Cost of revenue 179,675 20,866 3,191 (a), (e) 203,732 Research and development 77,696 — (2,846 ) (a), (b) 74,850 Selling, general, and administrative 72,905 — 625 (a), (b) 73,530 Income from legal settlement (22,500 ) — — (22,500 ) Total costs and expenses 307,776 20,866 970 329,612 Loss from operations (283,452 ) (20,866 ) (1,339 ) (305,657 ) Interest and other income (expense), net Interest income 5,591 — — 5,591 Interest expense (10,594 ) — — (10,594 ) Other expense, net (108 ) — — (108 ) Gain (loss) on fair value change, net 1,750 — — 1,750 Loss on extinguishment of debt (3,040 ) — — (3,040 ) Interest and other income (expense), net (6,401 ) — — (6,401 ) Loss before benefit (provision) of income taxes (289,853 ) (20,866 ) (1,339 ) (312,058 ) Benefit (provision) for income taxes (51 ) — — (51 ) Net and comprehensive loss (289,904 ) (20,866 ) (1,339 ) (312,109 ) Net loss per share, basic and diluted $ (184.53 ) $ (13.28 ) $ (0.85 ) $ (198.66 ) Weighted-average shares used in calculation of net loss per share, basic and diluted 1,571,045 — — 1,571,045 Consolidated Statements of Cash Flows Fiscal Year Ended December 31, 2020 As Previously Investigation Other As Cash flows from operating activities: Net loss (256,982 ) 3,054 4,202 (a), (b), (c), (d), (e) (249,726 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 26,258 — (1,300 ) (a), (e) 24,958 Gain on fair value change, net (7,155 ) — — (7,155 ) Amortization of debt discount 2,379 — — 2,379 Stock-based compensation 28,932 — — 28,932 Changes in operating assets and liabilities: Accounts receivable (105 ) — — (105 ) Inventories 566 — — 566 Prepaid expenses and other current assets 24,044 — (971 ) (b), (e) 23,073 Other assets (1,361 ) — — (1,361 ) Accounts payable 3,005 — — 3,005 Deferred revenue 914 — (370 ) (c) 544 Accrued compensation 5,432 — (1,997 ) (b) 3,435 Accrued expenses and other liabilities 8,383 (3,054 ) 436 (d), (e) 5,765 Net cash used in operating activities (165,690 ) — — (165,690 ) Non-cash Change in accounts payable balance and other liabilities related to purchase of property and equipment (9,455 ) — (1,039 ) (e) (10,494 ) Fiscal Year Ended December 31, 2019 As Previously Investigation Other As Cash flows from operating activities: Net loss (289,904 ) (20,866 ) (1,339 ) (a), (b), (c), (312,109 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 24,379 — 860 (a), (e) 25,239 Gain on fair value change, net (1,750 ) — — (1,750 ) Amortization of debt discount 3,523 — — 3,523 Loss on extinguishment of debt 3,040 — — 3,040 Stock-based compensation 29,076 — — 29,076 Income from legal settlement (22,500 ) — — (22,500 ) Changes in operating assets and liabilities: Accounts receivable (4,811 ) — — (4,811 ) Inventories (3,243 ) — — (3,243 ) Prepaid expenses and other current assets (467 ) — (195 ) (b), (e) (662 ) Other assets 226 — — 226 Accounts payable 2,175 — — 2,175 Deferred revenue 122 — 369 (c) 491 Accrued compensation (660 ) — 305 (b) (355 ) Accrued expenses and other liabilities 26,779 20,866 — 47,645 Net cash used in operating activities (234,015 ) — — (234,015 ) Non-cash Change in accounts payable balance and other liabilities related to purchase of property and equipment 7,921 — 1,039 (e) 8,960 |
Cash, Cash Equivalents, and Res
Cash, Cash Equivalents, and Restricted Cash | 12 Months Ended |
Dec. 31, 2021 | |
Cash and Cash Equivalents [Abstract] | |
Cash, Cash Equivalents, and Restricted Cash | 3. Cash, Cash Equivalents, and Restricted Cash Cash, cash equivalents, and restricted cash reported within the accompanying consolidated balance sheets that sum to the total of the same such amounts presented in the accompanying consolidated statements of cash flows consisted of the following (in thousands): December 31, 2021 2020 Cash $ 33,581 $ 24,657 Cash equivalents: $ 247,500 $ 38,575 Cash and cash equivalents $ 281,081 $ 63,232 Restricted cash included in prepaid expenses and other current assets $ — $ 1,000 Restricted cash $ 16,462 $ 10,461 Total cash, cash equivalents, and restricted cash presented in the statements of cash flows $ 297,543 $ 74,693 |
Reverse Recapitalization
Reverse Recapitalization | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Reverse Recapitalization [Abstract] | ||
Reverse Recapitalization | 2. Reverse Recapitalization 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 $125.9 million, $260.8 million of private investment in public equity (“PIPE”) at $10.00 per share of CF II’s Class A Common Stock, and $180.3 million of additional PIPE at $11.25 per share of CF II’s Class A Common Stock. Immediately before the Merger, all of Legacy View’s outstanding warrants were net exercised for shares of Legacy View Class A common stock. Upon consummation of the Merger, all holders of Legacy View Class A common stock and redeemable convertible preferred stock received shares of the Company’s Class A common stock at a deemed value of $10.00 per share after giving effect to the Exchange Ratio based on the completion of the following transactions contemplated by the Merger Agreement: • the cancellation of each issued and outstanding share of Legacy View Capital Stock and the conversion into the right to receive a number of shares of View, Inc. Class A Common Stock equal to the Exchange Ratio; • the conversion of all outstanding Legacy View Warrants into warrants exercisable for shares of View Inc. Class A Common Stock with the same terms except for the number of shares exercisable and the exercise price, each of which was adjusted using the Exchange Ratio; and • the conversion of all outstanding vested and unvested Legacy View Options into options exercisable for shares of View Inc. Class A Common Stock with the same terms except for the number of shares exercisable and the exercise price, each of which was adjusted using 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 The number of shares of Class A common stock issued immediately following the consummation of the Merger on March 8, 2021 was: Number of Common stock of CF II outstanding prior to the Merger 1 62,500,000 Less redemption of CF II shares (12,587,893 ) CF II Sponsor Earnout Shares outstanding prior to the Merger 1,100,000 Common stock of CF II 51,012,107 Shares issued in PIPE financing 42,103,156 Shares issued for in kind banker fee payment 750,000 Merger and PIPE financing shares 42,853,156 Legacy View shares converted 2 123,211,449 Total 217,076,712 1 Includes CF II Class A shareholders of 50,000,000 and CF II Class B shareholders of 12,500,000. 2 The number of Legacy View shares was determined from the 76,565,107 shares of Legacy View common stock and 5,222,852,052 shares of Legacy View redeemable convertible preferred stock outstanding, which were converted to an equal number of shares of Legacy View common stock upon the closing of the Merger, and then converted at the Exchange Rate to Class A common stock of the Company. All fractional shares were rounded down to the nearest whole share. The Merger was accounted for as a reverse recapitalization because Legacy View was determined to be the accounting acquirer. 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. Legacy View was determined to be the accounting acquirer based on the following facts and circumstances: • Legacy View stockholders comprised a relative majority of voting power of View; • Legacy View had the ability to nominate a majority of the members of the board of directors of View; • Legacy View’s operations prior to the acquisition comprising the only ongoing operations of View; • Legacy View’s senior management comprising a majority of the senior management of View; and • View substantially assuming the Legacy View name. | 4. Reverse Recapitalization 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 $125.9 million, $260.8 million of private investment in public equity (“PIPE”) at $10.00 per share of CF II’s Class A Common Stock, and $180.3 million of additional PIPE at $11.25 per share of CF II’s Class A Common Stock. Immediately before the Merger, all of Legacy View’s outstanding warrants were net exercised for shares of Legacy View Class A common stock. Upon consummation of the Merger, all holders of Legacy View Class A common stock and redeemable convertible preferred stock received shares of the Company’s Class A common stock at a deemed value of $10.00 per share after giving effect to the Exchange Ratio based on the completion of the following transactions contemplated by the Merger Agreement: • the cancellation of each issued and outstanding share of Legacy View Capital Stock and the conversion into the right to receive a number of shares of View Inc. Class A Common Stock equal to the Exchange Ratio; • the conversion of all outstanding Legacy View Warrants into warrants exercisable for shares of View Inc. Class A Common Stock with the same terms except for the number of shares exercisable and the exercise price, each of which was adjusted using the Exchange Ratio; and • the conversion of all outstanding vested and unvested Legacy View Options into options exercisable for shares of View Inc. Class A Common Stock with the same terms except for the number of shares exercisable and the exercise price, each of which was adjusted using 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 The number of shares of Class A common stock issued immediately following the consummation of the Merger at March 8, 2021 was: Number of Shares Common stock of CF II outstanding prior to the Merger (1) 62,500,000 Less redemption of CF II shares (12,587,893 ) CF II Sponsor Earnout Shares outstanding prior to the Merger 1,100,000 Common stock of CF II 51,012,107 Shares issued in PIPE financing 42,103,156 Shares issued for in kind banker fee payment 750,000 Merger and PIPE financing shares 42,853,156 Legacy View shares converted (2) 123,211,449 Total 217,076,712 (1) Includes CF II Class A shareholders of 50,000,000 and CF II Class B shareholders of 12,500,000. (2) The number of Legacy View shares was determined from the 76,565,107 shares of Legacy View common stock and 5,222,852,052 shares of Legacy View redeemable convertible preferred stock outstanding, which were converted to an equal number of shares of Legacy View common stock upon the closing of the Merger, and then converted at the Exchange Rate to Class A common stock of the Company. All fractional shares were rounded down to the nearest whole share. The Merger was accounted for as a reverse recapitalization because Legacy View was determined to be the accounting acquirer. 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. Legacy View was determined to be the accounting acquirer based on the following facts and circumstances: • Legacy View stockholders comprised a relative majority of voting power of View; • Legacy View had the ability to nominate a majority of the members of the board of directors of View; • Legacy View’s operations prior to the acquisition comprising the only ongoing operations of View; • Legacy View’s senior management comprising a majority of the senior management of View; and • View substantially assuming the Legacy View name. |
Revenue
Revenue | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | ||
Revenue | 3. Revenue Disaggregation of Revenue The Company disaggregates revenue between products and services, as well as by major product offering and by geographic market that depict the nature, amount, and timing of revenue and cash flows. The following table summarizes the Company’s revenue by products and services (in thousands): Three Months Ended Six Months Ended 2022 2021 2022 2021 Revenue: Products $ 15,380 $ 16,814 $ 30,913 $ 26,525 Services 936 112 2,415 170 Total $ 16,316 $ 16,926 $ 33,328 $ 26,695 View Smart Glass contracts to provide Controls, Software and Services (“CSS”) include the sale of both products and services. These services primarily relate to CSS installation and commissioning and are presented in the table above as Services. Also included within Services in the table above are revenues associated with extended or enhanced warranties. View Smart Glass contracts to provide insulating glass units (“IGUs”), View Smart Building Platform contracts and View Smart Building Technologies contracts relate to the sale of products. The following table summarizes the Company’s revenue by major product offering (in thousands): Three Months Ended Six Months Ended 2022 2021 2022 2021 Revenue: Smart Glass $ 4,306 $ 11,580 $ 9,489 $ 19,795 Smart Building Platform 9,055 5,136 18,261 5,136 Smart Building Technologies 2,955 210 5,578 1,764 Total $ 16,316 $ 16,926 $ 33,328 $ 26,695 During the three months ended June 30, 2022 and 2021, the Company recognized a total of zero and $12.2 million, respectively, for initial contract loss accruals and incurred $4.2 million and $2.9 million, respectively, of previously accrued losses which result in a decrease to the accrual. During the six months ended June 30, 2022 and 2021, the Company recognized a total of $2.5 million and $14.3 million, respectively, for initial contract loss accruals and incurred $8.2 million and $2.9 million, respectively, of previously accrued losses which result in a decrease to the accrual. Changes in estimated costs to complete View Smart Building Platform projects and the related effect on revenue are recognized using a cumulative catch-up catch-up catch-up The balance of estimated contract losses for work that had not yet been completed totaled $14.2 million and $20.7 million as of June 30, 2022 and December 31, 2021, respectively. 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 Six Months Ended 2022 2021 2022 2021 Revenue: United States $ 14,825 $ 12,053 $ 31,109 $ 21,718 Canada 1,443 4,403 2,161 4,507 Other 48 470 58 470 Total $ 16,316 $ 16,926 $ 33,328 $ 26,695 Remaining Performance Obligations The Company’s IGU contracts are short-term in nature and the practical expedient has been applied. The Company’s performance obligations in CSS contracts are generally short-term in nature, for which the practical expedient has been applied, with the exception of commissioning services, which are provided at the end of a construction project. Revenue for commissioning services performance obligations is not material. The Company’s performance obligations in Smart Building Platform contracts are longer-term in nature, however many of these contracts provide the customer with a right to cancel or terminate for convenience with no substantial penalty. The transaction price allocated to remaining performance obligations for non-cancelable Contract Assets and Liabilities Contract assets reflect revenue recognized and performance obligations satisfied in advance of customer billing, where payment is conditional, as well as retainage for amounts that we have billed to the customer but are being held for payment by the customer pending satisfactory completion of the project. Current contract assets as of June 30, 2022 and December 31, 2021 were $12.0 million and $11.5 million, respectively, and were included in other current assets. The increase in 2021 primarily relates to contract assets associated with View Smart Building Platform contracts, which commenced in 2021. The progress billing schedules for these contracts result in timing differences as compared to the Company’s satisfaction of its performance obligation. Non-current Contract liabilities relate to amounts invoiced or consideration received from customers, typically for the Company’s CSS contracts, in advance of the Company’s satisfaction of the associated performance obligation. Such contract 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 and six months ended June 30, 2022, which was included in the opening contract liability balance as of December 31, 2021 was $1.9 million and $4.2 million, respectively. Revenue recognized during the three and six months ended June 30, 2021, which was included in the opening contract liability balance as of December 31, 2020 was insignificant in both periods. | 5. Revenue Disaggregation of Revenue The Company disaggregates revenue between products and services, as well as by major product offering and by geographic market that depict the nature, amount, and timing of revenue and cash flows. The following table summarizes the Company’s revenue by products and services (in thousands): Year Ended December 31, 2021 2020 2019 Revenue: Products $ 69,779 $ 31,112 $ 23,451 Services $ 4,228 $ 1,814 $ 504 Total $ 74,007 $ 32,926 $ 23,955 View’s Smart Glass contracts to provide CSS include the sale of both products and services. These services primarily relate to CSS installation and commissioning, and are presented in the table above as Services. Also included within Services in the table above are revenues associated with extended or enhanced warranties. View Smart Glass contracts to provide IGUs, View Smart Building Platform contracts and View Smart Building Technologies contracts relate to the sale of products. The following table summarizes the Company’s revenue by major product offering (in thousands): Year Ended December 31, 2021 2020 2019 Revenue: Smart Glass $ 41,740 $ 32,926 $ 23,955 Smart Building Platform 28,686 — — Smart Building Technologies 3,581 — — Total $ 74,007 $ 32,926 $ 23,955 Smart Glass Under View’s Smart Glass product offering, the Company is a provider of building materials in the form of IGUs and CSS. The Company recognizes revenue over time as each IGU is manufactured. The Company generally recognizes revenue at a point in time for CSS products. Revenue is recognized for CSS system design, installation and commissioning upon customer acceptance and revenue is recognized for the CSS control panels upon shipment. In limited circumstances, the Company contracts to provide extended or enhanced warranties of our products outside of the terms of its standard assurance warranty, which are recognized as revenue over the respective term of the respective extended or enhanced warranty period. Smart Building Platform During 2021, the Company entered into and commenced work on the first contract under our new offering, View Smart Building Platform, a complete interrelated and integrated platform that combines our smart glass IGUs, the fabrication, unitization and installation of the framing of those IGUs, any combination of View Smart Building Technologies, and installation of the completed smart glass windows and CSS components into a fully installed Smart Building Platform. As the Company performs a significant service of integrating the promised goods and services into a combined output, these contracts constitute a single, combined performance obligation. Revenue from these contracts is recognized over time using a cost-to-cost Changes in estimated costs to complete View Smart Building Platform projects and the related effect on revenue are recognized using a cumulative catch-up catch-up Smart Building Technologies The Company’s Smart Building Technologies includes a suite of products that can be either integrated into the View Smart Building Platform, added-on The following table summarizes the Company’s revenue by geographic area, which is based on the shipping address of the customers (in thousands): Fiscal Year Ended December 31, 2021 2020 2019 Revenue: United States $ 63,519 $ 30,690 $ 19,394 Canada 9,555 1,351 4,474 Other 933 885 87 Total $ 74,007 $ 32,926 $ 23,955 Remaining Performance Obligations Remaining performance obligations represent the amount of contracted future revenue, including both deferred revenue and non-cancelable The Company’s IGU contracts are short-term in nature and the practical expedient has been applied. The Company’s performance obligations in CSS contracts are generally short-term in nature, for which the practical expedient has been applied, with the exception of commissioning services, which are provided at the end of a construction project. Revenue for commissioning services performance obligations is not material. The Company’s performance obligations in Smart Building Platform contracts are longer-term in nature, however many of these contracts provide the customer with a right to cancel or terminate for convenience with no substantial penalty. The transaction price allocated to remaining performance obligations for non-cancelable Contract Assets and Liabilities Contract assets reflect revenue recognized and performance obligations satisfied in advance of customer billing, where payment is conditional, as well as retainage for amounts that we have billed to the customer, but are being held for payment by the customer pending satisfactory completion of the project. Current contract assets as of December 31, 2021 and 2020 were $11.5 million and $1.2 million, respectively, and were included in other current assets. The increase in 2021 primarily relates to contract assets associated with View’s Smart Building Platform contracts, which commenced in 2021. The progress billing schedules for these contracts result in timing differences as compared to the Company’s satisfaction of its performance obligation. Non-current Contract liabilities relate to amounts invoiced or consideration received from customers, typically for the Company’s CSS contracts, in advance of the Company’s satisfaction of the associated performance obligation. Such contract liabilities are recognized as revenue when the performance obligation is satisfied. Contract liabilities are presented as deferred revenue on the consolidated balance sheets. Revenue recognized during the years ended December 31, 2021, 2020 and 2019, which was included in the opening contract liability balance as of January 1, 2021, 2020 and 2019, was $1.2 million, $1.4 million and $0.9 million, respectively. |
Fair Value
Fair Value | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | ||
Fair Value | 4. Fair Value 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. At Closing, the Sponsor subjected 4,970,000 shares (“Sponsor Earn-Out Earn-Out Earn-Out Earn-Out “Earn-Out These Sponsor Earn-Out Earn-Out Earn-Out Earn-Out The following table presents information about the Company’s financial assets and liabilities measured at fair value on a recurring basis (in thousands): June 30, 2022 Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 87,693 $ — $ — $ 87,693 Total cash equivalents 87,693 — — 87,693 Restricted cash: Certificates of deposit — 18,318 — 18,318 Total assets measured at fair value $ 87,693 $ 18,318 $ — $ 106,011 Sponsor earn-out $ — $ — $ 1,485 $ 1,485 Private warrants liability — — 28 28 Total liabilities measured at fair value $ — $ — $ 1,513 $ 1,513 December 31, 2021 Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 247,500 $ — $ — $ 247,500 Total cash equivalents 247,500 — — 247,500 Restricted cash: Certificates of deposit — 16,462 — 16,462 Total assets measured at fair value $ 247,500 $ 16,462 $ — $ 263,962 Sponsor earn-out $ — $ — $ 7,624 $ 7,624 Private warrants liability — — 174 174 Total liabilities measured at fair value $ — $ — $ 7,798 $ 7,798 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): Sponsor Earn-out Private Balance as of December 31, 2021 $ 7,624 $ 174 Change in fair value (6,139 ) (146 ) Balance as of June 30, 2022 $ 1,485 $ 28 Sponsor Earn-out Note 2 The following table summarizes the (gain) loss on fair value change, net (in thousands): Three Months Ended Six Months Ended 2022 2021 2022 2021 Sponsor Earn-out $ (1,846 ) $ 2,118 $ (6,139 ) $ (342 ) Private Warrants (58 ) (53 ) (146 ) 50 Redeemable Convertible Preferred Stock Warrants — — — (5,056 ) (Gain) loss on fair value change, net $ (1,904 ) $ 2,065 $ (6,285 ) $ (5,348 ) Valuation of Sponsor Earn-Out The estimated fair value of the Sponsor Earn-Out June 30, December 31, Stock price $ 1.62 $ 3.91 Expected volatility 62.25 % 52.50 % Risk free rate 3.00 % 1.12 % Expected term (in years) 3.7 4.2 Expected dividends 0 % 0 % Current stock price: Expected volatility: Earn-Out Risk-free interest rate: zero-coupon Expected term: 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: June 30, December 31, Stock price $ 1.62 $ 3.91 Expected volatility 62.30 % 52.50 % Risk free rate 2.99 % 1.04 % Expected term (in years) 3.2 3.7 Expected dividends 0 % 0 % Other The carrying amounts of cash equivalents relating to demand deposits and U.S. Treasury bills, accounts receivable, and accounts payable approximates fair value due to the short maturity of these instruments. The carrying amount of long-term trade receivable approximates fair value, which is estimated by discounting expected future cash flows using an average discount rate adjusted for the customer’s creditworthiness. Short-term and long-term debt are carried at cost, which approximates fair value. | 6. 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): December 31, 2021 Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 247,500 $ — $ — $ 247,500 Total cash equivalents 247,500 — — 247,500 Restricted cash: Certificates of deposit 16,462 — 16,462 Total assets measured at fair value $ 247,500 $ 16,462 $ — $ 263,962 Private warrants liability $ — $ — $ 174 $ 174 Sponsor earn-out — — 7,624 7,624 Total liabilities measured at fair value $ — $ — $ 7,798 $ 7,798 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 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, 2018 $ — $ — $ 21,228 Change in fair value — — (1,750 ) Balance as of December 31, 2019 — — 19,478 Change in fair value — — (7,155 ) Balance as of December 31, 2020 — — 12,323 Additions during the period 589 26,443 — Change in fair value (415 ) (18,819 ) (5,056 ) Reclass to additional paid-in-capital — — (7,267 ) Balance as of December 31, 2021 $ 174 $ 7,624 $ — Sponsor Earn-out Fiscal year ended December 31, 2021 2020 2019 Private Warrants $ 415 $ — $ — Sponsor Earn-out 18,819 — — Redeemable Convertible Preferred Stock Warrants 5,056 7,155 1,750 Gain (loss) on fair value change, net $ 24,290 $ 7,155 $ 1,750 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 the Company operated as a private company until March 2021, 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 and classified as a component of stockholders’ equity. See Note 4 The market-based assumptions used in the valuations include the following: March 8, 2021 December 31, 2020 December 31, 2019 Expected volatility 52%-75% 70% 70% Expected term (in years) 0.08-7.71 2.0 2.0 Expected dividends 0% 0% 0% Risk-free rate 0.04%-1.28% 0.1% 1.6% Discount for lack of marketability 5.0%-33.0% 11%-55% 20%-55% Valuation of Sponsor Earn-Out The estimated fair value of the Sponsor Earn-Out December 31, 2021 March 8, 2021 Stock price $3.91 $9.19 Expected volatility 52.50% 29.20% Risk free rate 1.12% 0.86% Expected term (in years) 4.2 5.0 Expected dividends 0% 0% Current stock price: Expected volatility: Risk-free interest rate: zero-coupon Expected term: 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: December 31, 2021 March 8, 2021 Stock price $3.91 $9.19 Expected volatility 52.50% 29.20% Risk free rate 1.04% 0.73% Expected term (in years) 3.7 4.5 Expected dividends 0% 0% Other The carrying amounts of cash equivalents relating to demand deposits and U.S. Treasury bills, accounts receivable, and accounts payable approximates fair value due to the short maturity of these instruments. The carrying amount of long-term trade receivable approximates fair value, which is estimated by discounting expected future cash flows using an average discount rate adjusted for the customer’s creditworthiness. Short-term and long-term debt are carried at cost, which approximates fair value. |
Property and Equipment, net
Property and Equipment, net | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, net | 7. Property and Equipment, net Property and equipment, net consisted of the following (in thousands): Estimated Useful Lives (in Years) December 31, 2021 2020 Testing and chamber equipment 7 $ 14,267 $ 15,853 Tenant improvements 2-15 42,608 41,888 Plant and manufacturing equipment 7-12 156,560 175,498 Computer hardware and software 5 21,079 20,269 Furniture and fixtures 7 3,809 3,730 Construction in progress 165,165 151,618 Property and equipment, gross 403,488 408,856 Less: Accumulated depreciation (135,087 ) (126,296 ) Property and equipment, net $ 268,401 $ 282,560 The Company recorded depreciation expense of $40.7 million, $24.9 million and $25.2 million, including $15.5 million, $1.1 million and $3.9 million related to assets which were no longer in service and had no alternative use for the years ended December 31, 2021, 2020 and 2019, respectively. |
Other Balance Sheet Information
Other Balance Sheet Information | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Payables and Accruals [Abstract] | ||
Other Balance Sheet Information | 5. Other Balance Sheet Information Cash, Cash Equivalents and Restricted Cash Cash, cash equivalents, and restricted cash reported within the accompanying condensed consolidated balance sheets that sum to the total of the same such amounts presented in the accompanying condensed consolidated statements of cash flows consisted of the following (in thousands): June 30, December 31, Cash $ 23,549 $ 33,581 Cash equivalents 87,693 247,500 Cash and cash equivalents 111,242 281,081 Restricted cash included in prepaid expenses and other current assets 1,859 — Restricted cash 16,459 16,462 Total cash, cash equivalents, and restricted cash presented in the statements of cash flows $ 129,560 $ 297,543 Accounts Receivable, Net of Allowances During the three and six months ended June 30, 2022, the Company recorded a $0.2 million decrease in the allowance for credit losses related to receivables that were written-off. Inventories Inventories consist of finished goods which are stated at the lower of cost or net realizable value. Costs are measured on a first-in, Impairment of Long-Lived Assets The Company evaluates long-lived assets for impairment whenever events indicate that a potential impairment may have occurred. If such events arise, the Company will compare the carrying amount of the asset group comprising the long-lived assets to the estimated future undiscounted cash flows expected to be generated by the asset group. If the estimated aggregate undiscounted cash flows are less than the carrying amount of the asset group, an impairment charge is recorded as the amount by which the carrying amount of the asset group exceeds the fair value of the assets, as based on the expected discounted future cash flows attributable to those assets. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell. The Company regularly reviews its long-lived assets for triggering events or other circumstances that could indicate impairment. As of June 30, 2022, no triggering events or other circumstances were identified. There were no impairments of long-lived assets during the six months ended June 30, 2022 and 2021. Goodwill and Other Intangible Assets From time to time, the Company makes acquisitions of companies related to existing, complementary, or new markets. During fiscal year 2021, the Company completed two acquisitions, which were immaterial to its financial position, results of operations and cash flows. There were no acquisitions completed in the six months ended June 30, 2022. Acquisition-related costs are included in general and administrative expenses in the consolidated statements of comprehensive loss and were nil for the six months ended June 30, 2022 and 2021. There were no impairments of goodwill or intangible assets during the six months ended June 30, 2022 and 2021. Impairment of goodwill or intangible assets may result in the future from significant changes in the manner of use of the acquired assets, negative industry or economic trends or significant underperformance relative to historical or projected operating results. | 8. Other Balance Sheet Information Other assets consisted of the following (in thousands): December 31, 2021 2020 Goodwill $ 8,997 $ — Purchased technology and other intangible assets, net $ 7,239 $ 626 Other $ 5,691 $ 7,236 Other assets $ 21,927 $ 7,862 Accrued compensation consisted of the following (in thousands): December 31, 2021 2020 Accrued vacation $ 4,693 $ 3,990 Other 4,815 6,837 Accrued compensation $ 9,508 $ 10,827 Accrued expenses and other current liabilities consisted of the following (in thousands): December 31, 2021 2020 Accrued interest $ — $ 14,540 Warranty accrual ( Note 1 8,868 8,864 Contract loss accrual ( Note 5 17,240 — Environmental settlement accrual ( Note 9 2,950 — Lease liability ( Note 10 3,581 — Other 25,347 18,746 Accrued expenses and other current liabilities $ 57,986 $ 42,150 Other liabilities consisted of the following (in thousands): December 31, 2021 2020 Warranty accrual ( Note 1 $ 33,388 $ 38,814 Legal settlement liability 7,834 9,658 Contract loss accrual ( Note 5 3,422 — Environmental settlement accrual ( Note 9 2,000 — Other 3,893 8,372 Other liabilities $ 50,537 $ 56,844 In December 2014, the Company finalized the terms of a litigation settlement with a third-party whereby 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. The Company paid $6.0 million for the year ended December 31, 2021 and $2.0 million for the year ended December 31, 2020. As of December 31, 2021, the Company is required to pay the remaining liability amount of $7.8 million through 2025, all of which is included above as long term within the Legal settlement liability of other liabilities, as the annual payment for fiscal year 2022 was paid in advance during December 2021. |
Product Warranties
Product Warranties | 6 Months Ended |
Jun. 30, 2022 | |
Guarantees and Product Warranties [Abstract] | |
Product Warranties | 6. Product Warranties The Company provides a standard assurance type warranty that its IGUs will be free from defects in materials and workmanship for generally 10 years from the date of delivery to customers. IGUs with sloped or laminated glass generally have a warranty of 5 or 10 years. Control systems associated with the sale of CSS typically have a 5-year sub-assemblies 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 of the quality issue in 2019. The Company has replaced and expects to continue to replace the affected IGUs for the remainder of the period covered by the warranty. The Company developed a statistical model to analyze the risk of failure of the affected IGUs related to this quality issue and predict the potential number of future failures that may occur during the remaining warranty period, as well as the timing of the expected failures. Management judgment is necessary to determine the distribution fit and covariates utilized in the statistical model, as well as the relative tolerance to declare convergence. The statistical model considered the volume of units sold, the volume of unit failures, data patterns, and other characteristics associated with the failed IGUs as well as the IGUs that had not yet failed as of each financial reporting period. These characteristics include, but are not limited to, time to failure, manufacture date, location of installation, and environmental factors. Based on this analysis, the Company has recorded a specific warranty liability using the estimated number of affected IGUs expected to fail in the remaining warranty period and applying estimated costs the Company expects to incur to replace the IGUs based on warranty contractual terms and business practices. The total warranty liability included $33.8 million and $36.2 million as of June 30, 2022 and December 31, 2021, respectively, related to these IGUs. The Company monitors warranty obligations and may make adjustments to its warranty liabilities if actual costs of product repair and replacement are significantly higher or lower than estimated. Accruals for anticipated future warranty costs are recorded to cost of revenue in the condensed consolidated statements of comprehensive loss and included in other current liabilities and other liabilities on the condensed consolidated balance sheet. Warranty liabilities are based on estimates of failure rates and future costs to settle warranty claims that are updated periodically, taking into consideration inputs such as changes in the volume of claims compared with the Company’s historical experience, and changes in the cost of servicing warranty claims. The estimated cost includes the Company’s expectations regarding future total cost of replacement, as well as fixed cost absorption as production increases. The Company accounts for the effect of changes in estimates prospectively. Changes in warranty liabilities are presented below (in thousands): June 30, December 31, Beginning balance $ 42,256 $ 47,678 Accruals for warranties issued 896 1,551 Changes to estimates of volume and costs — 1,234 Settlements made (3,644 ) (8,207 ) Ending balance $ 39,508 $ 42,256 Warranty liability, current, beginning balance $ 8,868 $ 8,864 Warranty liability, noncurrent, beginning balance $ 33,388 $ 38,814 Warranty liability, current, ending balance $ 8,576 $ 8,868 Warranty liability, noncurrent, ending balance $ 30,932 $ 33,388 During the three months ended June 30, 2022 and 2021, the Company recorded a charge to Cost of revenues of $0.3 million and $0.4 million, respectively, related to adjustments to the warranty liability. During the six months ended June 30, 2022 and 2021, the Company recorded a charge to Cost of revenues of $0.9 million and $0.8 million, respectively, related to adjustments to the warranty liability. Considering the uncertainty inherent in the failure analysis, including the actual timing of the failures and the number of defective IGUs, as well as uncertainty regarding future supply chain costs and production volumes that may impact the projected costs to replace defective IGUs in future years, it is reasonably possible that the amount of costs to be incurred to replace the defective IGUs could ultimately be materially different from the estimate. 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. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments and Contingencies | 7. Commitments and Contingencies 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 and other third parties of the Company. As of June 30, 2022 and December 31, 2021, the total value of the letters of credit issued by the bank is $17.1 million and $16.5 million, respectively. No amounts have been drawn under the standby letters of credit. Commitments In June 2021, the Company entered into a promissory note with one of its customers pursuant to which the customer may draw amounts in a maximum aggregate principal amount of $10.0 million. The amount of the draws is limited to the total amount incurred by subcontractors contracted by the Company in relation to the project. The note is not a revolving facility, which means that outstanding amounts under the note that are repaid cannot be re-borrowed. four Litigation and Environmental Settlements 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, included in interest and other, net in the condensed consolidated statements of comprehensive loss, as it accretes the liability. The balance of the litigation settlement liability is reflected on our condensed consolidated balance sheets as follows (in thousands): June 30, December 31, Litigation settlement liability—current $ 3,000 $ — Litigation settlement liability—non-current 5,312 7,834 Total litigation settlement liability $ 8,312 $ 7,834 In September and August of 2021, the Mississippi Commission on Environmental Quality (“MCEQ”), Desoto County Regional Utility Authority (“DCRUA”) and the City of Olive Branch, Mississippi (“Olive Branch”), each issued notices and orders to the Company with respect to its discharges of water from its Olive Branch facility into the publicly owned treatment works (“POTW”) of DCRUA and Olive Branch without first obtaining a pretreatment permit. In August 2021, a Subpoena to Testify Before a Grand Jury was issued out of the United States District Court for the Northern District of Mississippi (“Subpoena”) to the Company requiring it to produce to the Environmental Protection Agency (“EPA”) various documents relating to environmental matters at its Olive Branch facility, including but not limited to hazardous waste records, air emissions records, storm water discharges records and wastewater disposal records. The Company has cooperated fully with each such notice, order and Subpoena. On April 13, 2022, the Company and the United States Attorney’s Office for the United States District Court for the Northern District of Mississippi agreed in principle to the terms of a global settlement (the “Plea Agreement”) resolving the prospect of claims and charges against the Company relating to all prior discharges of water into the POTW of DCRUA and Olive Branch without first obtaining a pretreatment permit. The principal terms of the settlement are: 1. the Company pleading guilty to a single misdemeanor count for negligently discharging wastewater to a POTW without first obtaining a pretreatment permit in violation of 33 U.S.C. § 1319(c)(1)(A); 2. the Company paying a fine of $3.0 million over a three-year period in equal installments of $1.0 million to the federal government; 3. the Company paying a special assessment of $125 to the federal government pursuant to 18 U.S.C. § 3013(a)(1)(B); 4. the Company entering a separate civil Agreed Order with the MCEQ that requires the payment of a separate civil penalty of $1.5 million; 5. the Company making a separate community service payment in the amount of $0.5 million to DCRUA, to be used for the sole purpose of expanding wastewater treatment capacity in DeSoto County, Mississippi, within 30 days of entering the Plea Agreement; 6. the Company implementing an environmental management system that conforms to ISO 14001:2015 standards or a similar environmental management system approved by the United States Environmental Protection Agency, which is expected to result in $0.3 million in consulting and personnel costs; 7. the Company implementing agreed upon wastewater reduction plans, which is expected to result in approximately $2.0 million in capital expenditures to install a wastewater treatment and recycling system; 8. the Company obtaining a pretreatment permit from MDEQ, or entering an Agreed Order with MCEQ and operating in compliance with that Agreed Order until a permit can be obtained; 9. the Company obtaining wastewater discharge permits from DCRUA and Olive Branch, or entering into Consent/Compliance Order(s) or Agreement(s) with DCRUA and Olive Branch that are consistent with any Agreed Order entered with MCEQ and operating in compliance with such Consent/Compliance Order(s) or Agreement(s) until permits can be obtained; and 10. the Company agreeing to probation for three years. The terms of the Plea Agreement are subject to the approval of the United States District Court for the Northern District of Mississippi. View is in the process of coordinating with MDEQ and the local authorities with respect to the civil orders and/or agreements contemplated by the settlement terms, including obtaining a pretreatment permit from MCEQ, which has not been granted as of the date of this Report. The Plea Agreement will be presented to the Court for approval following these efforts. The date for presentation of the Plea Agreement to the Court has not yet been determined. The Company has recognized the $5.0 million of penalties it expects to incur in conjunction with this environmental settlement over the next three years. The balance of the environmental settlement liability is reflected on our condensed consolidated balance sheets as follows (in thousands): June 30, December 31, Environmental settlement liability—current $ 2,950 $ 2,950 Environmental settlement liability—non-current 2,000 2,000 Total environmental settlement liability $ 4,950 $ 4,950 Litigation From time to time, the Company is subject to claims, litigation, internal or governmental investigations, including those related to labor and employment, contracts, intellectual property, environmental, regulatory compliance, commercial matters, and other related matters, some of which allege substantial monetary damages and claims. Some of these actions may be brought as class actions on behalf of a class or purported class of employees. The Company is also defendants in judicial and administrative proceedings involving matters incidental to our business. Legal expenses are expensed as incurred. The Company accrues a charge when management determines that it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. When a loss is probable, the Company records an accrual based on the reasonably estimable loss or range of loss. When no point of loss is more likely than another, the Company records the lowest amount in the estimated range of loss and discloses the estimated range. The Company does not record liabilities for reasonably possible loss contingencies but does disclose a range of reasonably possible losses if they are material and the Company is able to estimate such a range. If the Company cannot provide a range of reasonably possible losses, the Company explains the factors that prevent it from determining such a range. The Company regularly evaluates current information available to it to determine whether an accrual should be established or adjusted. The ultimate outcome of legal proceedings involves judgments, estimates, and inherent uncertainties and cannot be predicted with certainty. Should the ultimate outcome of any legal matter be unfavorable, the Company’s business, financial condition, results of operations, or cash flows could be materially and adversely affected. The Company may also incur substantial legal fees, which are expensed as incurred, in defending against legal claims. Securities Litigation On August 18, 2021, plaintiff Asif Mehedi filed a putative securities class action in the United States District Court for the Northern District of California ( Mehedi v. View, Inc. f/k/a CF Finance Acquisition Corp. II et al. On February 8, 2022, the Court appointed Stadium Capital LLC lead plaintiff and denied the competing motion of Sweta Sonthalia. On March 14, 2022, Ms. Sonthalia filed a Petition for a Writ of Mandamus, asking the Ninth Circuit Court of Appeals to vacate the lead plaintiff order. On April 11, 2022, the district court denied Ms. Sonthalia’s motion to stay proceedings in the district court pending disposition of the writ petition. The writ petition is now fully briefed in the Ninth Circuit and oral argument has been scheduled for August 11, 2022. On July 15, 2022, Stadium Capital filed an amended complaint against View, Mulpuri, and Prakash; current and former View board members; Cantor Fitzgerald & Co. and related entities; officers and board members of CF II; and PricewaterhouseCoopers LLP. The action is brought on behalf of a putative class consisting of (i) all persons or entities who purchased or otherwise acquired View and/or CF II securities between November 30, 2020 and May 10, 2022, inclusive; (ii) all persons or entities who were holders of CF II Class A common stock as of the January 27, 2021 record date that were entitled to vote to approve the merger between View and CF II; and (iii) all persons or entities who purchased or otherwise acquired View securities pursuant or traceable to the Form S-4 10b-5 14a-9 The amended complaint alleges that certain defendants failed to disclose to investors that the Company’s warranty-related obligations and associated cost of revenue were materially false and misleading because they excluded expenses the Company incurred and expected to incur due to significant quality issues. The amended complaint alleges that certain defendants’ positive statements about the Company were false and materially misleading as a result, and that such statements caused the price of the Company’s stock to be inflated. The amended complaint alleges that class members were damaged when the price of the Company’s stock declined on the trading day following (1) August 16, 2021, when the Company announced an independent investigation concerning the adequacy of the Company’s previously disclosed warranty accrual, and (2) May 10, 2022, when the Company stated that management anticipated that it would be disclosing substantial doubt about the Company’s ability to continue as a going concern and that the Company’s cash position was $200.5 million at the end of Q1 2022. The amended complaint seeks unspecified compensatory damages and costs, including attorneys’ fees. Pursuant to the current stipulated schedule, View, Prakash, and Mulpuri will file an answer or motion(s) to dismiss by September 13, 2022; Stadium Capital will file its opposition(s) to the motion(s) within 30 days of the filing of the motion(s) to dismiss; and View, Prakash, and Mulpuri will file any reply in support of the motion(s) to dismiss within 30 days of the filing of the opposition brief. The other defendants have not yet appeared. Given the early stage of this matter, the Company cannot reasonably estimate the possible loss (or range of loss), if any, at this time; therefore, a liability has not been recorded as of June 30, 2022. Derivative Litigation On December 6, 2021, a purported Company shareholder filed a verified stockholder derivative complaint (nominally on behalf of the Company) against Rao Mulpuri, Nigel Gormly, Harold Hughes, Tom Leppert, Toby Cosgrove, Lisa Picard, Julie Larson-Green, and Vidul Prakash ( Jacobson v. Mulpuri, et al. On February 14, 2022, the Court entered the parties’ stipulation staying the litigation until fifteen days after the earliest of: (a) dismissal with prejudice of the Mehedi v. View Mehedi v. View On May 24, 2022, a different purported Company shareholder filed another verified stockholder derivative complaint (nominally on behalf of the Company) against Mulpuri, Gormly, Hughes, Leppert, Cosgrove, Picard, Larson-Green, and Prakash ( Damidi v. Mulpuri et al. Damidi Jacobson On July 26, 2022, a different purported Company shareholder filed another verified stockholder derivative complaint (nominally on behalf of the Company) against Mulpuri, Gormly, Hughes, Leppert, Cosgrove, Picard, Larson-Green, and Prakash ( Monteleone v. Mulpuri, et al. 1:22-cv-00980, Monteleone Jacobson Given the early stage of this matter, the Company cannot reasonably estimate the possible loss (or range of loss), if any, at this time; therefore, a liability has not been recorded as of June 30, 2022. Government Investigations On November 9, 2021, the Company announced that it had voluntarily reported to the SEC that the Audit Committee of the Company’s Board of Directors was conducting an independent, internal investigation into the adequacy of the Company’s previously reported warranty accrual. In January 2022, the Company was informed that the SEC is conducting a formal investigation of this matter. The Company has cooperated with the SEC’s investigation and intend to continue doing so. In June 2022, the U.S. Attorney’s Office for the Southern District of New York requested information related to this matter. The Company has cooperated with the U.S. Attorney’s Office in connection with these requests and intends to continue doing so. Given the early stage of these matters, the Company cannot reasonably estimate the possible loss (or range of loss), if any, at this time; therefore, a liability has not been recorded as of June 30, 2022. | 9. Commitments and Contingencies 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 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 and other third parties of the Company. As of December 31, 2021 and 2020, the total value of the letters of credit issued by the bank are $16.5 million and $11.5 million, respectively. No amounts have been drawn under the standby letter of credit. Commitments In June 2021, the Company entered into a promissory note with one of its customers pursuant to which the customer may draw amounts in a maximum aggregate principal amount of $10.0 million. The amount of the draws are limited to amounts incurred by subcontractors contracted by View in relation to the project. The note is not a revolving facility, which means that outstanding amounts under the note that are repaid cannot be re-borrowed. Litigation Settlements The Company previously alleged claims for legal malpractice in relation to legal representation and related services provided by a law firm to the Company in connection with certain corporate matters. Both the Company and the law firm settled their dispute via a mediation regarding claims alleged by the Company against the law firm and signed a formal written settlement agreement in December 2019. Per the terms of the signed agreement, the law firm agreed to pay an amount of $22.5 million as consideration to settle the dispute. The Company recorded $22.5 million as income reflecting the recovery of previously incurred losses from the legal settlement in the consolidated statement of comprehensive loss for the year ended December 31, 2019. The Company received this amount in January 2020. Litigation From time to time, the Company is subject to claims, litigation, internal or governmental investigations, including those related to labor and employment, contracts, intellectual property, environmental, regulatory compliance, commercial matters and other related matters, some of which allege substantial monetary damages and claims. Some of these actions may be brought as class actions on behalf of a class or purported class of employees. The Company is also defendants in judicial and administrative proceedings involving matters incidental to our business. Legal expenses are expensed as incurred. The Company accrues a charge when management determines that it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. When a loss is probable, the Company records an accrual based on the reasonably estimable loss or range of loss. When no point of loss is more likely than another, the Company records the lowest amount in the estimated range of loss and discloses the estimated range. The Company does not record liabilities for reasonably possible loss contingencies, but does disclose a range of reasonably possible losses if they are material and the Company is able to estimate such a range. If the Company cannot provide a range of reasonably possible losses, the Company explains the factors that prevent it from determining such a range. The Company regularly evaluates current information available to it to determine whether an accrual should be established or adjusted. The ultimate outcome of legal proceedings involves judgments, estimates, and inherent uncertainties and cannot be predicted with certainty. Should the ultimate outcome of any legal matter be unfavorable, the Company’s business, financial condition, results of operations, or cash flows could be materially and adversely affected. The Company may also incur substantial legal fees, which are expensed as incurred, in defending against legal claims. Securities Litigation On August 18, 2021, plaintiff Asif Mehedi filed a putative securities class action in the United States District Court for the Northern District of California ( Mehedi v. View, Inc. f/k/a CF Finance Acquisition Corp. II et al. 10b-5 The complaint alleges that defendants failed to disclose to investors that the Company had not properly accrued warranty costs related to its product; that there was a material weakness in the Company’s internal control over financial reporting related to warranty accrual; that the Company’s financial results for prior periods were misstated as a result; and that defendants’ positive statements about the Company’s business were materially misleading. The complaint alleges that the foregoing statements caused the price of the Company’s stock to be inflated and that class members were damaged when the price of the Company’s stock declined on August 16, 2021, when the Company announced an independent investigation concerning the adequacy of the Company’s previously disclosed warranty accrual. Plaintiff seeks unspecified compensatory damages and costs, including attorneys’ and expert fees. On February 8, 2022, the Court appointed Stadium Capital LLC lead plaintiff and denied the competing motion of Sweta Sonthalia. On March 14, 2022, Ms. Sonthalia filed a Petition for a Writ of Mandamus, asking the Ninth Circuit Court of Appeals to vacate the lead plaintiff order. On April 11, 2022, the district court denied Ms. Sonthalia’s motion to stay proceedings in the district court pending disposition of the writ petition. The writ petition is now fully briefed in the Ninth Circuit and is being considered for oral argument in August, September, or October 2022. Pursuant to a stipulated schedule, Stadium Capital will file an amended complaint no later than 30 days after View files its Restatement with the SEC; defendants will file an answer or motion(s) to dismiss within 60 days of the filing of the amended complaint; Stadium Capital will file its opposition(s) to the motion(s) within 30 days of the filing of the motion(s) to dismiss; and defendants will file any reply in support of the motion(s) to dismiss within 30 days of the filing of the opposition brief. Given the early stage of this matter, the Company cannot reasonably estimate the possible loss (or range of loss), if any, at this time; therefore, a liability has not been recorded as of December 31, 2021. Derivative Litigation On December 6, 2021, a purported Company shareholder filed a verified stockholder derivative complaint (nominally on behalf of the Company) against Rao Mulpuri, Nigel Gormly, Harold Hughes, Tom Leppert, Toby Cosgrove, Lisa Picard, Julie Larson-Green, and Vidul Prakash ( Jacobson v. Mulpuri, et al. Prakash violated Sections 10(b) and 21D of the Exchange Act, and asserts claims against the director defendants for breach of fiduciary duty and waste of corporate assets. The complaint alleges that defendants Mulpuri, Gormly, Hughes, Leppert, Cosgrove, Picard, and Larson-Green failed to prevent the Company from making false statements regarding the Company’s business results and prospects and that the Company has been harmed by incurring legal fees and potential liability in investigations and lawsuits. The complaint seeks unspecified damages and costs, a judgment directing the Company to reform its corporate governance and internal procedures, and unspecified restitution from defendants to the Company. On February 14, 2022, the Court entered the parties’ stipulation staying the litigation until fifteen days after the earliest of: (a) dismissal with prejudice of the Mehedi v. View Mehedi v. View On May 24, 2022, a different purported Company shareholder filed another verified stockholder derivative complaint (nominally on behalf of the Company) against Mulpuri, Gormly, Hughes, Leppert, Cosgrove, Picard, Larson-Green, and Prakash ( Damidi v. Mulpuri et al. Damidi Jacobson Given the early stage of this matter, the Company cannot reasonably estimate the possible loss (or range of loss), if any, at this time; therefore, a liability has not been recorded as of December 31, 2021. Government Investigation On November 9, 2021, the Company announced that it had voluntarily reported to the SEC that the Audit Committee of the Company’s Board of Directors was conducting an independent, internal investigation into the adequacy of the Company’s previously reported warranty accrual. In January 2022, the Company was informed that the SEC is conducting a formal investigation of this matter. The Company has cooperated with the SEC’s investigation and intends to continue doing so. Given the early stage of this matter, the Company cannot reasonably estimate the possible loss (or range of loss), if any, at this time; therefore, a liability has not been recorded as of December 31, 2021. Northern District of Mississippi Environmental Matter In September and August of 2021, the Mississippi Commission on Environmental Quality (“MCEQ”), Desoto County Regional Utility Authority (“DCRUA”) and the City of Olive Branch, Mississippi (“Olive Branch”), each issued notices and orders to the Company with respect to its discharges of water from its Olive Branch facility into the publicly owned treatment works (“POTW”) of DCRUA and Olive Branch without first obtaining a pretreatment permit. In August 2021, a Subpoena to Testify Before a Grand Jury was issued out of the United States District Court for the Northern District of Mississippi (“Subpoena”) to the Company requiring it to produce to the Environmental Protection Agency (“EPA”) various documents relating to environmental matters at its Olive Branch facility, including but not limited to hazardous waste records, air emissions records, storm water discharges records and wastewater disposal records. The Company has cooperated fully with each such notice, order and Subpoena. On April 13, 2022, the Company and the United States Attorney’s Office for the United States District Court for the Northern District of Mississippi agreed in principle to the terms of a global settlement resolving the prospect of claims and charges against the Company relating to all prior discharges of water into the POTW of DCRUA and Olive Branch without first obtaining a pretreatment permit. The principal terms of the settlement are: (1) the Company pleading guilty to a single misdemeanor count for negligently discharging wastewater to a POTW without first obtaining a pretreatment permit in violation of 33 U.S.C. § 1319(c)(1)(A); (2) the Company paying a fine of $3.0 million over a three-year period in equal installments of $1.0 million to the federal government; (3) the Company paying a special assessment of $125 to the federal government pursuant to 18 U.S.C. § 3013(a)(1)(B); (4) the Company entering a separate civil Agreed Order with the MCEQ that requires the payment of a separate civil penalty of $1.5 million; (5) the Company making a separate community service payment in the amount of $0.5 million to DCRUA, to be used for the sole purpose of expanding wastewater treatment capacity in DeSoto County, Mississippi, within 30 days of entering the Plea Agreement; (6) the Company implementing an environmental management system that conforms to ISO 14001:2015 standards or a similar environmental management system approved by the United States Environmental Protection Agency, which is expected to result in $0.3 million in consulting and personnel costs; (7) the Company implementing agreed upon wastewater reduction plans, which is expected to result in approximately $2.0 million in capital expenditures to install a wastewater treatment and recycling system; (8) the Company obtaining a pretreatment permit from MDEQ, or entering an Agreed Order with MCEQ and operating in compliance with that Agreed Order until a permit can be obtained; (9) the Company obtaining wastewater discharge permits from DCRUA and Olive Branch, or entering into Consent/Compliance Order(s) or Agreement(s) with DCRUA and Olive Branch that are consistent with any Agreed Order entered with MCEQ and operating in compliance with such Consent/Compliance Order(s) or Agreement(s) until permits can be obtained; and (10) the Company agreeing to probation for three years. The terms of the Plea Agreement are subject to the approval of the United States District Court for the Northern District of Mississippi. View is in the process of coordinating with MDEQ and the local authorities with respect to the civil orders and/or agreements contemplated by the settlement terms, including obtaining a pretreatment permit from MCEQ, which has not been granted as of the date of this Report. The Plea Agreement will be presented to the Court for approval following these efforts. The date for presentation of the Plea Agreement to the Court has not yet been determined. The Company has recognized the $5.0 million of penalties it expects to incur in conjunction with this settlement within Other expense, net, for the year ended December 31, 2021, which is included within Accrued expenses and other current liabilities as of December 31, 2021. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Leases | 10. Leases As discussed in Note 1 Disclosure Subsequent to the Adoption of the New Lease Accounting Standard (ASC 842) The Company leases manufacturing facilities, office space, and equipment under both operating and finance leases with various expiration dates through 2023. The Company determines if an arrangement is a lease at inception. A contract is or contains a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. For leases with initial terms greater than 12 months, the Company considers these ROU assets and records the related asset and obligation at the present value of lease payments over the term. For leases with initial terms equal to or less than 12 months, we do not consider them as ROU assets and instead consider them short-term lease costs that are recognized on a straight-line basis over the lease term. Our leases may include escalation clauses, renewal options and/or termination options that are factored into our determination of lease term and lease payments when its reasonably certain the option will be exercised. We have elected to take the practical expedient and not separate lease and non-lease Lease assets and lease liabilities as of December 31, 2021 were as follows: Leases Classification on Balance Sheet December 31, 2021 Assets Operating leases ROU assets $ 21,178 Finance leases Property and equipment $ 1,163 Total ROU assets $ 22,341 Liabilities Current Operating leases Accrued expenses and other $ 3,050 Finance leases Accrued expenses and other $ 531 Non-current Operating leases Other long-term liabilities $ 22,997 Finance leases Other liab $ 619 Total lease liabilities $ 27,197 The components of lease expense for the year ended December 31, 2021 were as follows: Fiscal Year Ended Operating lease cost $ 5,557 Short-term lease cost $ 609 Finance lease cost Amortization of ROU assets $ 1,233 Interest expense $ 130 Total lease cost 7,529 Supplemental cash flow information related to our leases are as follows: Fiscal Year Ended Cash paid for amounts included in the measurement of lease liabilities Operating cash flows for operating leases 5,787 Operating cash flows for finance leases 130 Financing cash flows for finance leases 1,278 The following table presents the weighted-average remaining lease terms and discount rates related to leases as of December 31, 2021: December 31, 2021 Weighted average remaining lease term (years) Operating leases 6.26 years Finance leases 1.94 years Weighted average discount rate Operating leases 9.42 % Finance leases 7.41 % The following table presents the maturities of our lease liabilities under non-cancellable Fiscal year ended December 31, Operating Finance Total 2022 $ 5,375 $ 595 $ 5,970 2023 $ 5,445 $ 567 $ 6,012 2024 $ 5,370 $ 79 $ 5,449 2025 $ 5,291 $ — $ 5,291 2026 $ 5,380 $ — $ 5,380 Thereafter $ 8,092 $ — $ 8,092 Total lease payments $ 34,953 $ 1,241 $ 36,194 Less: Interest $ 8,906 $ 92 $ 8,998 Total lease liabilities $ 26,047 $ 1,150 $ 27,197 Disclosure Under the Old Lease Accounting Standard (ASC 840) The minimum future rental commitments under ASC 840 for non-cancelable Fiscal year ended December 31, Capital Leases Operating Leases 2021 $ 775 $ 7,543 2022 360 7,722 2023 298 7,905 2024 68 8,093 2025 — 8,285 Thereafter — 22,969 Total lease payments 1,501 62,517 Less: Interest (89 ) Present value of lease payments 1,412 Less: long-term portion (727 ) Current portion $ 685 The Company recorded rent expense of $7.2 million and $7.5 million for the years ended December 31, 2020 and 2019, respectively. For the years ended December 31, 2020 and 2019, the Company recorded depreciation expense of $0.8 million and $0.8 million, respectively, related to assets under capital leases in cost of revenue in the consolidated statements of comprehensive loss. |
Debt
Debt | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Debt Disclosure [Abstract] | ||
Debt | 8. Debt Debt outstanding consisted of the following (in thousands): Interest June 30, December 31, Term loan, due June 30, 2032 0 % $ 14,695 $ 15,430 Total debt 14,695 15,430 Debt, current 1,470 1,470 Debt, non-current $ 13,225 $ 13,960 Principal payments on all debt outstanding as of June 30, 2022 are estimated as follows (in thousands): Year Ending December 31, Total 2022 (remaining six months) $ 735 2023 1,470 2024 1,470 2025 1,470 2026 1,470 Thereafter 8,080 Total $ 14,695 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 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 required the Company to invest certain amounts in land, building and equipment and create a certain number of jobs. 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. As of June 30, 2022, the Company was in compliance with these covenants. 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 was repayable on May 1, 2021. The facility’s original expiration was October 22, 2023, at which time all drawn amounts were to be repaid in full. The interest rate applicable to amounts outstanding under the facility was LIBOR, plus 9.05%. As security for the payment and performance of all obligations under the facility, the Company granted the finance provider a security interest in substantially all of the Company’s assets. Under the original agreement, repaid principal amounts became immediately available to be redrawn under the facility with maturity dates of one year through October 23, 2022. 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. On March 8, 2021, upon Closing, the facility was repaid in full in the amount of $276.8 million, including accrued interest and future interest through maturity of the notes of $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, and the facility was terminated. | 11. Debt Debt outstanding consisted of the following (in thousands): Interest Rate - 2021 December 31, 2021 2020 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 1,470 247,248 Debt, non-current $ 13,960 $ 15,430 Principal payments on all debt outstanding as of December 31, 2021 are estimated as follows (in thousands): Year Ending December 31, Total 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 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 required the Company to invest certain amounts in land, building and equipment and create a certain number of jobs. 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. As of December 31, 2021, the Company was in compliance with these covenants. Equipment Loan In June 2017, the Company entered into an Equipment Loan Agreement with a lender for a committed facility up to $60.0 million (Equipment Loan), within which $20.0 million was subject to further approval by the lender. In 2017, the Company drew down proceeds of $40.0 million in the form of promissory note. The loan bore interest at a rate of 12.25% to 12.5% per annum, compounded on a monthly basis and is payable over 48 months with principal payments starting the 13th month from the drawdown date. The last months principal and interest amount were paid in advance. The loan contained an end of term balloon payment of $5.6 million and the facility fees are $0.3 million each year until the secured obligations are paid in full. The loan is collateralized by specific fixed assets purchased with the proceeds. For the year ended December 31, 2019, the Company recorded interest expense of $4.8 million. In October 2019, the loan and end of term balloon amount were repaid in full prior to its maturity. Upon the prepayment of the term loan, the Company recorded $3.0 million as a loss on extinguishment of debt in the consolidated statement of comprehensive loss. 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 was repayable on May 1, 2021. The facility’s original expiration was October 22, 2023, at which time all drawn amounts were to be repaid in full. The interest rate applicable to amounts outstanding under the facility was LIBOR, plus 9.05%. As security for the payment and performance of all obligations under the facility, the Company granted the finance provider a security interest in substantially all of the Company’s assets. Under the original agreement, repaid principal amounts became immediately available to be redrawn under the facility with maturity dates of one year through October 23, 2022. As of December 31, 2020, the Company’s available borrowing capacity was nil. 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. On March 8, 2021, upon Closing, the facility was repaid in full in the amount of $276.8 million, including accrued interest and future interest through maturity of the notes of $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, and the facility was terminated. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | ||
Stockholders' Equity | 9. 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 June 30, 2022, the Company had 219,227,971 shares of common stock issued and outstanding. 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 June 30, 2022, no 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. | 12. Stockholders’ Equity Legacy View Redeemable Convertible Preferred Stock Prior to the Merger, Legacy View had outstanding shares of Series A, Series B, Series C, Series D, Series E-2, Note 4 As of December 31, 2020, the redeemable convertible preferred stock consisted of the following (in thousands, except for share amounts): Series Shares Authorized Shares Carry Value Liquidation Common Stock Issuable A 23,250 18,441 $ 166 $ 238 18,441 B 1,571,798 1,217,066 19,210 18,845 1,217,066 C 2,274,766 608,118 11,495 11,417 608,118 D 2,673,700 612,994 13,263 13,235 612,994 E 7,440,000 4,606,784 100,225 119,361 4,606,784 E-1 131,584 — — — — E-2 115,787 — — — — F 10,462,500 4,861,658 175,182 188,193 4,861,658 G 62,775,000 47,881,788 330,466 231,686 47,881,788 G-1 930,000 — — — — H 75,177,482 10,613,198 197,488 200,852 10,613,198 H-1 60,833,745 51,011,263 965,183 965,374 51,011,263 224,409,612 121,431,310 $ 1,812,678 $ 1,749,201 121,431,310 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 December 31, 2021, the Company had 219,195,971 shares of common stock issued and outstanding. 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 December 31, 2021, no 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 | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Equity [Abstract] | ||
Stock Warrants | 10. 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 became exercisable on August 26, 2021. The Public Warrants and Private Warrants will expire five years after the Closing and five years after August 26, 2020, respectively. The Company may redeem the outstanding warrants, in whole and not in part, upon a minimum of thirty days twenty 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 were not transferable, assignable, or salable until April 7, 2021. Additionally, the Private Warrants are exercisable on a cashless basis and are non-redeemable As of June 30, 2022, there were 366,666 Private Warrants and 16,666,637 Public Warrants outstanding, and no Warrants had been exercised. Other 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. Prior to the merger, the redeemable convertible preferred stock warrants were classified as liabilities on the condensed consolidated balance sheets. See Note 4 On December 1, 2021, in connection with the WorxWell acquisition, the Company issued 1,000,000 common stock warrants to the seller. The following table summarizes the outstanding common stock warrants: Warrant issue date Types of shares issued Number of Number of Exercise Expiry Date August 2010—June 2011 Common stock (previously Series B redeemable convertible preferred stock) 46,498 46,498 $ 15.49 March 2023 August 2011—January 2012 Common stock (previously Series C redeemable convertible preferred stock) 53,256 53,256 18.78 March 2023 August 2012 Common stock (previously Series D redeemable convertible preferred stock) 45,388 45,388 21.60 March 2023 December 2013 Common stock (previously Series E redeemable convertible preferred stock) 63,296 63,296 25.91 March 2023 April 2015—April 2016 Common stock (previously Series F redeemable convertible preferred stock) 38,749 45,207 38.71 Through December April 2016—November 2018 Common stock (previously Series H redeemable convertible preferred stock) 1,135,391 1,135,391 18.93 Through 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 August 2023 August 2015 Common stock 12,916 12,916 11.62 December 2022 December 2018 Common stock 24,910 24,910 9.04 December 2028 August 2020 Common stock (Private Warrants) 366,666 366,666 11.50 Through March August 2020 Common stock (Public Warrants) 16,666,637 16,666,637 11.50 Through March December 2021 Common stock (in connection with the WorxWell acquisition) 1,000,000 1,000,000 $ 10.00 December 2031 Total stock warrants 21,305,462 21,311,920 | 13. 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 became exercisable on August 26, 2021. The Public Warrants and Private Warrants will expire five years after the Closing and five years after August 26, 2020, respectively. 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 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 were not transferable, assignable or salable until April 7, 2021. Additionally, the Private Warrants are exercisable on a cashless basis and are non-redeemable As of December 31, 2021, there were 366,666 Private Warrants and 16,666,637 Public Warrants outstanding, and no Warrants had been exercised. Other 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. Prior to the Merger, the redeemable convertible preferred stock warrants were classified as liabilities on the consolidated balance sheets. See Note 6 for a reconciliation of the beginning and ending balances for the level 3 financial liabilities measured at fair value. On December 1, 2021, in connection with the WorxWell acquisition, the Company issued 1,000,000 common stock warrants to the seller. The following table summarizes the outstanding common stock warrants: Warrant issue date Types of shares Number of Number of Number of Exercise Price Expiry Date August 2010— June 2011 Common stock (previously Series B redeemable convertible preferred stock) 46,498 46,498 46,498 $ 15.49 March 2023 August 2011—January 2012 Common stock (previously Series C redeemable convertible preferred stock) 53,256 53,256 71,898 18.78 March 2023 August 2012 Common stock (previously Series D redeemable convertible preferred stock) 45,388 45,388 59,282 21.60 March 2023 December 2013 Common stock (previously Series E redeemable convertible preferred stock) 63,296 63,296 63,296 25.91 March 2023 April 2015—April 2016 Common stock (previously Series F redeemable convertible preferred stock) 45,207 161,457 161,457 38.71 Through April 2016—November 2018 Common stock (previously Series H redeemable convertible preferred stock) 1,135,391 1,135,391 1,135,395 18.93 Through Warrant issue date Types of shares Number of Number of Number of Exercise Price Expiry Date March 2017 Common stock (previously Series H redeemable convertible preferred stock) 1,849,431 1,849,431 1,849,431 12.91 March 2027 March 2014 Common stock 2,324 2,324 2,324 9.47 August 2023 August 2015 Common stock 12,916 12,916 12,916 11.62 December 2022 December 2018 Common stock 24,910 24,910 24,910 9.04 December 2028 August 2020 Common stock (Private Warrants) 366,666 — — 11.50 Through August 2020 Common stock (Public Warrants) 16,666,637 — — 11.50 Through December 2021 Common stock (in connection with the WorxWell acquisition) 1,000,000 — — 10.00 December 2031 Total stock warrants 21,311,920 3,394,867 3,427,407 |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | ||
Stock-Based Compensation | 11. 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 June 30, 2022, the Company had 22,217,714 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 5,000,000 options to purchase Class A Common Stock of the Company (“Officer Options”) to View’s executive officers. The Officer RSUs are subject to both time and market-based vesting conditions. The Officer RSUs time vest over a four-year period with 25% to vest on the twelve-month anniversary of the Closing and the remaining 75% to vest on a monthly basis over the following thirty-six thirty-six 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 an 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 60-day 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 2021 Plan (in thousands, except per share data and contractual term) for time vested options: Options Outstanding Number of Weighted- Weighted- Aggregate Balance as of December 31, 2021 27,582 $ 9.43 7.0 $ — Granted — — Exercised — — Canceled/forfeited (2,812 ) 9.41 Outstanding as of June 30, 2022 24,770 $ 9.44 6.5 $ — Options vested and expected to vest as of June 30, 2022 24,664 $ 9.44 6.5 $ — Exercisable as of June 30, 2022 20,243 $ 9.42 6.2 $ — 1 The aggregate intrinsic value is calculated as the difference between the market value of the Company’s common shares as of the relevant period end and the respective exercise prices of the options. The market value as of June 30, 2022 and December 31, 2021 was $1.62 and $3.91 per share, respectively, which is the closing sale price of View’s common shares on that day as reported by the Nasdaq Global Market. No options have been issued or exercised under this plan in the six months ended June 30, 2022. The weighted-average grant date fair value per share of stock options granted was $4.38 for the six months ended June 30, 2021. The total grant date fair value of stock options vested was $16.2 million and $12.8 million during the six months ended June 30, 2022 and 2021, respectively. The total intrinsic value of options exercised during the six months ended June 30, 2021 was $0.4 million. As of June 30, 2022, total unrecognized compensation cost related to unvested stock options, net of estimated forfeitures, was $18.1 million and is expected to be recognized over a weighted-average remaining service period of 1.7 years. In addition to the time vested options above, as of June 30, 2022, 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 8.7 years. As of June 30, 2022, the CEO Option Award had no intrinsic value. The weighted-average grant date fair value per share of stock options granted under the CEO Incentive Plan was $3.54 for the six months ended June 30, 2021. As of June 30, 2022, total unrecognized compensation cost related to options under the CEO Incentive plan, net of estimated forfeitures, was $63.8 million and is expected to be recognized over a weighted-average remaining service period of 4.0 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 six months ended June 30, 2022: Number of Weighted Outstanding as of December 31, 2021 11,643 $ 6.14 Granted — — Vested (32 ) 7.81 Canceled (811 ) $ 6.28 Outstanding as of June 30, 2022 10,800 $ 6.12 The total grant date fair value of RSUs vested was $0.3 million and $0.2 million during the six months ended June 30, 2022 and 2021, respectively. As of June 30, 2022, total unrecognized compensation cost related to RSUs, net of estimated forfeitures, was $23.5 million and is expected to be recognized over a weighted-average remaining service period of 1.5 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 No options have been issued under this plan in the six months ended June 30, 2022. The estimated grant date fair values of the Company’s time vested stock options granted to employees and non-employees Six Months Ended Expected volatility 53.0 % Expected terms (in years) 6.0 Expected dividends 0 % Risk-free rate 1.07 % Prior to the Merger, due to the absence of a public market, the Company’s common stock required the Company’s board of directors to estimate the fair value of its common stock for purposes of granting options and for determining stock-based compensation expense by considering several objective and subjective factors, including contemporaneous third-party valuations, actual and forecasted operating and financial results, market conditions and performance of comparable publicly traded companies, developments and milestones in the Company, the rights and preferences of redeemable convertible preferred stock and common, and transactions involving the Company’s stock. The fair value of the Company’s common stock was determined in accordance with applicable elements of the American Institute of Certified Public Accountants guide, Valuation of Privately Held Company Equity Securities Issued as Compensation. 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 and the assumptions below. The estimated grant date fair value of the Officer Options is determined using the Black-Scholes option-pricing model. The valuation models incorporated the following key assumptions: CEO Officer Officer 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 Six Months Ended 2022 2021 2022 2021 Cost of revenue $ 345 $ 1,297 $ 708 $ 2,175 Research and development 1,486 2,628 1,555 3,543 Selling, general, and administrative 16,310 18,349 33,346 27,019 Total $ 18,141 $ 22,274 $ 35,609 $ 32,737 | 14. 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 December 31, 2021, the Company had 18,594,386 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 5,000,000 options to purchase Class A Common Stock of the Company (“Officer Options”) to View’s executive officers. The Officer RSUs are subject to both time and market-based vesting conditions. The Officer RSUs time vest over a four-year period with 25% to vest on the twelve-month anniversary of the Closing and the remaining 75% to vest on a monthly basis over the following thirty-six thirty-six 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 an 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 60-day 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 2021 Plan (in thousands, except per share data and contractual term) for time vested options: Options Outstanding Number of Weighted- Weighted- Aggregate 1 Outstanding as of December 31, 2020 1,071,605 $ 0.22 7.6 $ 20,564 Retroactive application of reverse recapitalization (1,046,690 ) Balance as of December 31, 2020, as converted 24,915 $ 9.32 7.6 $ 20,564 Options granted 5,000 10.00 Exercised (190 ) 9.04 Canceled/forfeited (2,143 ) 9.52 Outstanding as of December 31, 2021 27,582 $ 9.43 7.0 $ — Options vested and expected to vest as of December 31, 2021 27,167 $ 9.44 7.0 $ — Exercisable as of December 31, 2021 18,633 $ 9.42 6.5 $ — 1 The aggregate intrinsic value is calculated as the difference between the market value of the Company’s common shares as of the relevant period end and the respective exercise prices of the options. The market value as of December 31, 2021 was $3.91 per share, which is the closing sale price of View’s common shares on that day as reported by the Nasdaq Global Market. The market value as of December 31, 2020 was $9.89 per share, which is the fair value of View’s common stock as historically determined in accordance with the guidelines outlined in the American Institute of Certified Public Accountants Practice Aid, Valuation of Privately-Held-Company Equity Securities Issued as Compensation. The weighted-average grant date fair value per share of stock options granted was $4.38 for the fiscal year ended December 31, 2021. The total grant date fair value of stock options vested was $24.8 million during the fiscal year ended December 31, 2021. The total intrinsic value of options exercised during the fiscal year ended December 31, 2021 was $0.4 million. As of December 31, 2021, total unrecognized compensation cost related to unvested stock options, net of estimated forfeitures, was $33.3 million and is expected to be recognized over a weighted-average remaining service period of 1.9 years. In addition to the time vested options above, as of December 31, 2021, total outstanding stock options under the CEO Incentive Plan was 25,000,000 shares which were issued during the fiscal year ended December 31, 2021 with a grant date exercise price per share of $10.00 and remaining contractual term of 9.2 years. As of December 31, 2021, the CEO Option Award had no intrinsic value. 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 fiscal year ended December 31, 2021. As of December 31, 2021, total unrecognized compensation cost related to options under the CEO Incentive plan, net of estimated forfeitures, was $73.1 million and is expected to be recognized over a weighted-average remaining service period of 4.4 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 fiscal year ended December 31, 2021: Number of Weighted Outstanding as of December 31, 2020 — $ — Granted 12,758 6.15 Vested (115 ) 7.39 Canceled (1,000 ) 6.12 Outstanding as of December 31, 2021 11,643 $ 6.14 The total grant date fair value of RSUs vested was $0.8 million during the fiscal year ended December 31, 2021. As of December 31, 2021, total unrecognized compensation cost related to RSUs, net of estimated forfeitures, was $42.2 million and is expected to be recognized over a weighted-average remaining service period of 1.7 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 and non-employees Fiscal year ended December 31, 2021 2020 2019 Expected volatility 53.0% 70% 49%-70% Expected terms (in years) 6.0 5.4-6.7 5.6-6.7 Expected dividends 0% 0% 0% Risk-free rate 1.07% 0.4%-1.5% 1.5%-2.5% Prior to the Merger, due to the absence of a public market, the Company’s common stock required the Company’s board of directors to estimate the fair value of its common stock for purposes of granting options and for determining stock-based compensation expense by considering several objective and subjective factors, including contemporaneous third-party valuations, actual and forecasted operating and financial results, market conditions and performance of comparable publicly traded companies, developments and milestones in the Company, the rights and preferences of redeemable convertible preferred stock and common, and transactions involving the Company’s stock. The fair value of the Company’s common stock was determined in accordance with applicable elements of the American Institute of Certified Public Accountants guide, Valuation of Privately Held Company Equity Securities Issued as Compensation. 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 and the assumptions below. The estimated grant date fair value of the Officer Options is determined using the Black-Scholes option-pricing model. The valuation models incorporated the following key assumptions: CEO Option Officer Officer 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 consolidated statements of comprehensive loss was as follows (in thousands): Fiscal year ended December 31, 2021 2020 2019 Cost of revenue $ 4,930 $ 2,240 $ 3,084 Research and development 8,725 4,438 4,113 Selling, general, and administrative 59,965 22,254 21,879 Total $ 73,620 $ 28,932 $ 29,076 |
Income Taxes
Income Taxes | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Income Taxes | 12. 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 and six months ended June 30, 2022 and 2021, 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 and six months ended June 30, 2022, 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 and six months ended June 30, 2022 is due primarily to income taxes for foreign operations. 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. During the three and six months ended June 30, 2022, there have been no changes in the estimated uncertain tax benefits. | 15. Income Taxes Income (loss) before income taxes was as follows (in thousands): Year Ended December 31, 2021 2020 2019 Domestic $ (343,444 ) $ (250,042 ) $ (312,162 ) Foreign 74 356 104 Total $ (343,370 ) $ (249,686 ) $ (312,058 ) The components of the provision for income taxes were as follows (in thousands): Year Ended December 31, 2021 2020 2019 Current Income Tax Provision: Federal $ — $ — $ — State — — — Foreign 65 40 51 Total Current Provision for Income Taxes $ 65 $ 40 $ 51 Year Ended December 31, 2021 2020 2019 Deferred Income Tax (Benefit) Provision: Federal $ (349 ) $ — $ — State (108 ) — — Foreign — — — Total Deferred (Benefit) Provision for Income Taxes $ (457 ) $ — $ — Total (Benefit) Provision for Income Taxes $ (392 ) $ 40 $ 51 A reconciliation of the U.S. federal statutory income tax rate to the Company’s effective tax rate was as follows: Year Ended December 31, 2021 2020 2019 Tax at statutory rate 21.00 % 21.00 % 21.00 % State tax, net of federal benefit 0.04 % 0.05 % 0.05 % Permanent differences 1.16 % 0.53 % 1.51 % Stock-based compensation (0.18 )% (0.03 )% (0.33 )% Change in valuation allowance (22.17 )% (22.41 )% (15.04 )% Other 0.26 % 0.84 % (6.96 )% Total rate 0.11 % (0.02 )% 0.23 % The Company’s net deferred tax assets consisted of the following (in thousands): December 31, 2021 2020 Net operating loss carryforwards $ 393,967 $ 313,471 Intangibles 4,719 6,802 Research and development credits 7,221 5,636 Accruals and other reserves 18,386 16,007 Inventory reserve 10,415 21,239 Stock-based compensation 34,622 16,842 Lease liability 6,546 — Other 2,427 581 Deferred tax assets before valuation allowance 478,303 380,578 Valuation allowance (459,885 ) (367,930 ) Deferred tax assets after valuation allowance 18,418 12,648 Deferred tax liability on fixed assets (13,107 ) (12,648 ) Deferred tax liability on ROU Asset (5,311 ) — Net deferred tax assets $ — $ — As of December 31, 2021, the Company recorded a valuation allowance of $459.9 million for the portion of the deferred tax assets that the Company does not expect to be realized. The valuation allowance on the Company’s net deferred tax assets increased by $92.0 million, $67.4 million and $58.7 million during the years ended December 31, 2021, 2020 and 2019, respectively. The changes in valuation allowance are primarily due to additional U.S. deferred tax assets and liabilities incurred in the respective year. The Company continues to monitor the realizability of the U.S. deferred tax assets taking into account multiple factors, including the results of operations, historic losses and magnitude of excess tax deductions for stock-based compensation. The Company intends to continue maintaining a full valuation allowance on the Company’s U.S. deferred tax assets until there is sufficient evidence to support the reversal of all or some portion of these allowances. Release of all, or a portion, of the valuation allowance would result in the recognition of certain deferred tax assets and a decrease to income tax expense for the period the release is recorded. As of December 31, 2021, the Company had $1,549.5 million and $1,191.7 million of federal and state net operating loss (“NOL”) carryforwards, respectively, available to offset future taxable income. The federal and state NOL carryforwards, if not utilized, will generally begin to expire in 2022 through 2027. Of the total federal NOL carryforwards, $1,126.1 million were generated post December 31, 2017 and have no expiration. As of December 31, 2021, the Company had research and development tax credits available to offset federal and California tax liabilities in the amount of $5.9 million and $10.8 million, respectively. Federal credits will begin to expire in 2027 and California state tax credits have no expiration. The federal and state NOLs and credit carryforwards are subject to change of ownership limitations provided by the Internal Revenue Code and similar state provisions. In general, if the Company experiences a greater than 50 percentage point aggregate change in ownership over a 3-year pre-change pre-change pre-change written-off The Company maintained undistributed earnings overseas as of December 31, 2021. As of December 31, 2021, the Company believed the funds held by all non-US On March 27, 2020, the Coronavirus Aid, Relief and Economic Security (“CARES”) Act was signed into law. The CARES Act includes provisions relating to refundable payroll tax credits, NOL carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations and technical corrections to the tax depreciation methods for qualified improvement property. The CARES Act had an immaterial impact on the Company’s income taxes in fiscal year 2021 and 2020. Uncertain Tax Positions The Company establishes reserves for uncertain tax positions based on the largest amount that is more-likely-than-not two-step including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon settlement. Although the Company believes it has adequately reserved for its uncertain tax positions, no assurance can be given that the final tax outcome of these matters will not be different. The Company adjusts these reserves in light of changing facts and circumstances, such as the closing of a tax audit or the refinement of an estimate. The provision for income taxes includes the impact of reserve provisions and changes to reserves that are considered appropriate, as well as the related net interest and penalties. The following table summarizes the activity related to the Company’s gross unrecognized tax benefits (in thousands): Year Ended December 31, 2021 2020 2019 Balance at beginning of year $ 6,593 $ 4,829 $ 1,917 Decreases related to prior year tax positions — — — Increases related to prior year tax positions — — 988 Increases related to current year tax positions 1,764 1,764 1,924 Balance at end of year $ 8,357 $ 6,593 $ 4,829 The balance of gross unrecognized tax benefits as of December 31, 2021, 2020 and 2019 was $8.4 million, $6.6 million and $4.8 million, respectively, none of which would affect the Company’s income tax expense if recognized. The Company does not expect its unrecognized tax benefits to change significantly over the next 12 months. It is the Company’s policy to recognize interest and penalties related to income tax matters in income tax expense. As of December 31, 2021, the Company had no accrued interest and penalties related to uncertain tax positions. The Company currently has no federal, state or foreign tax examinations in progress nor has it had any federal, state or foreign examinations since inception. The Company files U.S., state, and foreign income tax returns in jurisdictions with varying statutes of limitations. The 2007 through 2021 tax years generally remain subject to examination by U.S. federal and California state tax authorities due to the Company’s NOL carryforwards. For significant foreign jurisdictions, the 2016 through 2021 tax years generally remain subject to examination by their respective tax authorities. |
Net Loss Per Share
Net Loss Per Share | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Earnings Per Share [Abstract] | ||
Net Loss Per Share | 13. 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 June 30, Six Months Ended June 30, 2022 2021 2022 2021 Net loss $ (82,886 ) $ (95,720 ) $ (165,258 ) $ (169,755 ) Weighted-average shares outstanding, basic and diluted 214,253,209 212,116,112 214,242,768 134,240,831 Net loss per share, basic and diluted $ (0.39 ) $ (0.45 ) $ (0.77 ) $ (1.26 ) 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. For the three and six months ended June 30, 2022, common stock equivalents consisted of stock options, restricted stock units and warrants. For the three and six months ended June 30, 2021, common stock equivalents consisted of stock options, restricted stock units and warrants. None of the common stock equivalents were included in the calculation of diluted net loss per share for all periods presented as the Company recorded a net loss. 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: June 30, 2022 2021 Stock options to purchase common stock 24,770,305 29,587,210 Unvested restricted stock units — 257,625 Warrants to purchase common stock 21,305,462 20,311,920 Total 46,075,767 50,156,755 The 4,970,000 Sponsor Earn-Out | 16. 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): Fiscal year ended December 31, 2021 2020 2019 Net loss $ (342,978 ) $ (249,726 ) $ (312,109 ) Weighted-average shares outstanding, basic and diluted 173,692,582 1,678,098 1,571,045 Net loss per share, basic and diluted $ (1.97 ) $ (148.81 ) $ (198.66 ) 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. For the fiscal year ended December 31, 2021, common stock equivalents consisted of stock options, restricted stock units and warrants. For the fiscal years ended December 31, 2020 and 2019, common stock equivalents consisted of stock options, warrants, redeemable convertible preferred stock and related warrants. None of the common stock equivalents were included in the calculation of diluted net loss per share for all periods presented as the Company recorded a net loss. 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: 2021 December 31, 2020 2019 Stock options to purchase common stock 27,582,170 24,914,801 26,777,351 Unvested restricted stock units 142,652 — — Warrants to purchase common stock 21,311,920 40,150 40,150 Redeemable convertible preferred stock (on an if-converted — 121,431,310 121,435,487 Warrants to purchase redeemable convertible preferred stock (on an if-converted — 3,354,717 3,387,257 Total 49,036,742 149,740,978 151,640,245 The 4,970,000 Sponsor Earn-Out |
Subsequent Events
Subsequent Events | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Subsequent Events [Abstract] | ||
Subsequent Events | 14. Subsequent Events The Company has evaluated subsequent events from the balance sheet date through the date the financial statements were issued and has determined that, other than the two events disclosed below, no additional material subsequent events exist. Common Stock Purchase Agreement On August 8, 2022, the Company entered into common stock purchase agreements (the “Purchase Agreements”) with each of CF Principal Investments LLC, a Delaware limited liability company (“Cantor”), and YA II PN, Ltd., a Cayman Islands exempted company (“Yorkville,” and together with Cantor, the “Investors”), relating to a committed equity facility (the “Facility”). Under the terms of the Purchase Agreements, the Company will have the right, from time to time and at its option, to sell to the Investors up to $100.0 million, in the aggregate, of the Company’s common stock (“View Shares”), subject to certain conditions and limitations set forth in the Purchase Agreements. Sales of the View Shares under the Purchase Agreements, and the timing of any sales, will be determined by the Company from time to time at its sole discretion and will depend on a variety of factors, including, among other things, market conditions, the trading price of the Company’s common stock and determinations by the Company regarding the use of proceeds from such sales. The net proceeds from any sales under the Purchase Agreements will depend on the frequency with, and prices at which the View Shares are sold to the Investors. The Company expects to use the proceeds from any sales under the Purchase Agreements for working capital and general corporate purposes. Upon the initial satisfaction of the conditions to the Investors’ obligations to purchase View Shares set forth in the Purchase Agreements (the “Commencement”), including that a registration statement (the “Resale Registration Statement”) registering the resale of the View Shares under the Securities Act of 1933, as amended (the “Securities Act”), is declared effective by the U.S. Securities and Exchange Commission (the “SEC”) and the Investors are permitted to utilize the prospectus therein to resell all of the shares included in such prospectus, the Company will have the right, but not the obligation, from time to time at its sole discretion until the earliest of (i) the first day of the month next following the date that is 36-months The Company will not sell, and the Investors will not purchase, any View Shares pursuant to the Purchase Agreements, if the aggregate number of View Shares issued pursuant to the Purchase Agreements would exceed 19.99% of the voting power or number of shares of the Company’s common stock issued and outstanding immediately prior to the execution of the Purchase Agreements), subject to reduction as described in the Purchase Agreements, unless the Company obtains approval of its stockholders for the sale of View Shares in excess of such amount. In addition, the Company will not sell, and Cantor and Yorkville will not purchase, any View Shares pursuant to the Purchase Agreements, which, when aggregated with all other shares of the Company’s common stock then beneficially owned by such Investor and its affiliates, would result in, in the case of Cantor, the beneficial ownership by Cantor and its affiliates of more than 9.99% of the Company’s outstanding voting power or shares of the Company’s common stock, or in the case of Yorkville and its affiliates, would result in the beneficial ownership by Yorkville and its affiliates of more than 4.99% of the Company’s outstanding voting power or shares of the Company’s common stock. On the date of the Commencement, the Company will issue to Cantor shares of the Company’s common stock with a value of $1.3 million (the “Commitment Fee”) as of the trading day prior to the filing of the Resale Registration Statement as consideration for its irrevocable commitment to purchase the View Shares upon the terms and subject to the satisfaction of the conditions set forth in its respective Purchase Agreement. In addition, pursuant to the Purchase Agreements, the Company agreed to reimburse Cantor for certain of its expenses. The Company also entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with the Investors, pursuant to which the Company has agreed to register the resale of the View Shares and the shares constituting the Commitment Fee. The Purchase Agreements and the Registration Rights Agreement contain customary representations, warranties, conditions, and indemnification obligations by each party. The Purchase Agreements also provide that the representations and warranties of the Company (a) that are not qualified by “materiality” or “Material Adverse Effect” (as defined in the Purchase Agreements) must be true and correct in all material respects as of the date of the Commencement, except to the extent such representations and warranties are as of another date, in which case such representations and warranties must be true and correct in all material respects as of such other date, and (b) that are qualified by “materiality” or “Material Adverse Effect” (as defined in the Purchase Agreements) must be true and correct as of the date of the Commencement, except to the extent such representations and warranties are as of another date, in which case such representations and warranties must be true and correct as of such other date. The Purchase Agreements also provide that the representations and warranties of the Company must be true and correct as described in (a) and (b) above as of a date within three trading days following each time the Company files (i) an Annual Report on Form 10-K 10-K/A, 10-Q, 8-K The Company has the right to terminate the Purchase Agreements at any time after the date of the Commencement, at no cost or penalty, upon three Compensation Committee Approval of Amendment to Officer RSUs On August 5, 2022, the Board of Directors of the Company, upon recommendation of the Compensation Committee, approved an amendment (the “Amendment”) to the Officer RSUs under the 2021 Plan, which provides that, effective as of September 8, 2022, the market-based vesting conditions applicable to the Officer RSUs shall no longer be applicable, and the awards shall continue to vest subject only to the time-based vesting conditions, subject to the executive’s continued employment with the Company through each applicable vesting date. Any Officer RSUs that are not time-vested as of the date of the executive’s termination of employment with the Company shall be forfeited and returned to the 2021 Plan. Except as expressly amended by the Amendment, all the terms and conditions of the Officer RSUs shall remain in full force and effect. The Company will account for the Amendment as a modification of the original awards, and will recognize the incremental fair value of the modified award in excess of the original award over the remaining requisite service period, of which a portion will be immediately recognized during the third quarter of 2022 for the service that has been provided through the modification date. | 17. Subsequent Events The Company has evaluated subsequent events from the balance sheet date through the date the financial statements were issued and has determined that no additional material subsequent events exist other than the northern district of Mississippi environmental matter disclosed in Note 9 |
Schedule of Valuation and Quali
Schedule of Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2021 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
Schedule of Valuation and Qualifying Accounts | Schedule of Valuation and Qualifying accounts Allowance for Credit Losses Balance at Costs and Deductions 1 Balance at End Fiscal year ended December 31, 2021 $ 224 $ 464 $ — $ 689 Fiscal year ended December 31, 2020 $ 200 $ 178 $ (154 ) $ 224 Fiscal year ended December 31, 2019 $ 287 $ 180 $ (267 ) $ 200 1 Represents uncollectible accounts charged against the allowance for credit losses, net of recoveries. |
Organization and Summary of S_2
Organization and Summary of Significant Accounting Policies (Policies) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 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 (the “Business Combination”) 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. 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 $26.8 million. See Note 2 for additional information regarding the reverse recapitalization. | 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. The Company has also devoted significant resources to enable its new View Smart Building Platform, a new offering beginning in 2021. 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 (the “Business Combination”) 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. 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 $26.8 million. See Note 4 |
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, 2021, included in the Company’s 2021 Annual Report on Form 10-K 10-K”). For the three and six months ended June 30, 2022 and 2021, there was no difference between net loss and total comprehensive loss. 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 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. 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 June 30, 2022, the results of operations for the three and six months ended June 30, 2022 and the cash flows for the six months ended June 30, 2022. The results of operations for the three and six months ended June 30, 2022 are not necessarily indicative of the results that may be expected for the full year or any other future interim or annual periods. All amounts are presented in U.S. dollars ($). | Basis of Presentation The 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 financial reporting and reflect the financial position, results of operations and cash flows of the Company. The Company’s 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. As a result of the Transactions completed on March 8, 2021, prior period share and per share amounts presented in the accompanying consolidated financial statements and these related notes have been retroactively converted 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. All amounts are presented in U.S. dollars ($). |
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 June 30, 2022, the Company has not experienced any losses on its deposits of cash and cash equivalents. For the six months ended June 30, 2022, two customers represented greater than 10.0% of total revenue, each accounting for 16.9% and 16.6% of total revenue. For the six months ended June 30, 2021, three customers represented greater than 10.0% of total revenue, each accounting for 16.5%, 11.8% and 10.1% of total revenue. Three customers accounted for 40.8% of accounts receivable, net as of June 30, 2022, each accounting for 16.1%, 12.9% and 11.8%, respectively. Four customers accounted for 53.0% of accounts receivable, net as of December 31, 2021, each accounting for 15.2%, 13.3%, 12.8% and 11.8%, respectively. 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 six months ended June 30, 2022, each of three suppliers accounted for 20.0%, 19.1% and 14.2% of total purchases, respectively. For the six months ended June 30, 2021, one supplier accounted for 34.5% of total purchases. | 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 December 31, 2021, the Company has not experienced any losses on its deposits of cash and cash equivalents. For the year ended December 31, 2021, two customers represented greater than 10.0% of total revenue, accounting for 24.0% of total revenue. For the years ended December 31, 2020 and 2019, one customer accounted for 10.2% and 11.2% of total revenue, respectively. Four customers accounted for 53.0% of total accounts receivable, net as of December 31, 2021, including 15.2%, 13.3%, 12.8% and 11.8%, respectively. 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 years ended December 31, 2021, 2020 and 2019, one supplier accounted for 34.0%, 42.8%, and 42.6% of total purchases, respectively. |
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 material 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. | 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 material 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 5 |
Recent Accounting Pronouncements Adopted and Recent Accounting Pronouncements, Not Yet Adopted | Recent Accounting Pronouncements, Adopted In May 2021, the FASB issued ASU No. 2021-04, Earnings Per Share (Topic 260), Debt — Modifications and Extinguishments (Subtopic 470-50), Compensation — Stock Compensation (Topic 718), and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): or Exchanges of Freestanding Equity-Classified Written Call Options No. 2021-04”). Recent Accounting Pronouncements, Not Yet Adopted In August 2020, the FASB issued No. ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) Contracts in Entity’s Own Equity (Subtopic 815-40): 2020-06”) . 2020-6 | Recent Accounting Pronouncements Adopted In February 2016, the Financial Accounting Standards Board (“FASB”) established ASC 842, which was subsequently amended by other related amendments and requires lessees to recognize operating leases on the balance sheet and disclose key information about leasing arrangements. The new standard establishes a ROU model that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases. Leases will be classified as either finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement. Lessor accounting under the new standard is substantially unchanged. Additional qualitative and quantitative disclosures are also required. Effective January 1, 2021, we adopted ASC 842 using the optional transition method and applied the standard only to leases that existed at that date. Under the optional transition method, we do not need to restate the comparative periods in transition and will continue to present financial information and disclosures for periods before January 1, 2021 in accordance with ASC 840. As part of the ASC 842 adoption, we elected certain practical expedients outlined in the guidance. We have also chosen to apply the package of practical expedients for existing leases, which provides relief from reassessing: (i) whether a contract is or contains a lease, (ii) lease classification, and (iii) whether initial direct costs can be capitalized. Upon transition, we also elected to use hindsight with respect to determining the lease term and in assessing any impairment of ROU assets for existing leases. We have also made some accounting policy elections for post-transition to: (i) allow us not to separate nonlease components from lease components, and instead to account for those as a single lease component for the asset class of operating lease ROU real estate assets, and (ii) elect not to recognize a ROU asset and a lease liability for all of our leases with a term of 12 months or less (“short-term leases”). The adjustments due to the adoption of ASC 842 primarily related to the recognition of ROU assets of $23.7 million and lease liabilities of $28.8 million for our operating leases and ROU assets of $1.8 million and lease liabilities of $1.8 million for our finance leases at January 1, 2021. The lease liabilities were determined based on the present value of the remaining minimum lease payments. The ROU assets were determined based on the value of the lease liabilities, adjusted for prepaid rent, deferred rent and unamortized lease incentive balances of approximately $5.1 million, net. The adoption did not have a material impact on our accumulated deficit and on our consolidated statements of operations and cash flows. See Note 10 In June 2016, FASB issued an ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326) In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740) for fiscal periods beginning after December 15, 2020. The Company adopted this standard as of the first quarter of 2021 and the adoption did not have a material impact on the consolidated financial statements. In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805) Recent Accounting Pronouncements, Not Yet Adopted In August 2020, the FASB issued No. ASU 2020-6, Debt—Debt with Conversion and Other Options (Subtopic 470-20) Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity 2020-6”) . 2020-6 In May 2021, the FASB issued ASU No. 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): No. 2021-04”). No. 2021-04 |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts and disclosures in the consolidated financial statements and the accompanying notes. Significant estimates include the 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 | |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities from the date of purchase of three months or less to be cash equivalents. Cash equivalents are invested in demand deposits, U.S. Treasury bills and money market mutual funds. The Company considers investments with original maturities greater than three months and remaining maturities less than one year to be short-term investments. Demand deposits and U.S Treasury bills are carried at cost, which approximates fair value and money market funds are reported at fair value based upon quoted market prices. | |
Restricted Cash | Restricted Cash The Company is required by its bank to collateralize letters of credit issued to the Company’s lessors, suppliers, customers, utility providers, and for the Company’s purchasing card program. All amounts in restricted cash as of December 31, 2021 and 2020 represent funds held in certificates of deposit and are stated at cost, which approximates fair value. Restricted cash is classified as current or non-current | |
Revenue Recognition | Disaggregation of Revenue The Company disaggregates revenue between products and services, as well as by major product offering and by geographic market that depict the nature, amount, and timing of revenue and cash flows. View Smart Glass contracts to provide Controls, Software and Services (“CSS”) include the sale of both products and services. These services primarily relate to CSS installation and commissioning and are presented in the table above as Services. Also included within Services in the table above are revenues associated with extended or enhanced warranties. View Smart Glass contracts to provide insulating glass units (“IGUs”), View Smart Building Platform contracts and View Smart Building Technologies contracts relate to the sale of products. Remaining Performance Obligations The Company’s IGU contracts are short-term in nature and the practical expedient has been applied. The Company’s performance obligations in CSS contracts are generally short-term in nature, for which the practical expedient has been applied, with the exception of commissioning services, which are provided at the end of a construction project. Revenue for commissioning services performance obligations is not material. The Company’s performance obligations in Smart Building Platform contracts are longer-term in nature, however many of these contracts provide the customer with a right to cancel or terminate for convenience with no substantial penalty. The transaction price allocated to remaining performance obligations for non-cancelable Contract Assets and Liabilities Contract assets reflect revenue recognized and performance obligations satisfied in advance of customer billing, where payment is conditional, as well as retainage for amounts that we have billed to the customer but are being held for payment by the customer pending satisfactory completion of the project. Current contract assets as of June 30, 2022 and December 31, 2021 were $12.0 million and $11.5 million, respectively, and were included in other current assets. The increase in 2021 primarily relates to contract assets associated with View Smart Building Platform contracts, which commenced in 2021. The progress billing schedules for these contracts result in timing differences as compared to the Company’s satisfaction of its performance obligation. Non-current Contract liabilities relate to amounts invoiced or consideration received from customers, typically for the Company’s CSS contracts, in advance of the Company’s satisfaction of the associated performance obligation. Such contract liabilities are recognized as revenue when the performance obligation is satisfied. Contract liabilities are presented as deferred revenue on the condensed consolidated balance sheets. | Contract Assets and Liabilities Billing practices for certain contracts with customers are governed by the contract terms of each project based on (i) progress toward completion approved by the owner, (ii) achievement of milestones or (iii) pre-agreed cost-to-cost Certain contracts under which we perform work contain retainage provisions. Retainage refers to amounts that we have billed to the customer, but such amounts are being held for payment by the customer pending satisfactory completion of the project. Retainage on active contracts is classified as a current asset regardless of the term of the contract and is generally collected within one year of the completion of a contract. At December 31, 2021 and 2020, contract assets included $2.6 million and nil, respectively, of retainage, which was being contractually withheld by customers until completion of the associated contracts. Other contract assets arise when the Company recognizes revenues for performance under its contracts, but the Company is not yet entitled to bill the customer under the terms of the contract. At December 31, 2021 and 2020, these other contract assets totaled $9.6 million and $1.2 million, respectively, for revenue that has been recognized for performance, but the customer has not yet been billed. Once amounts are billed to customers, the asset is classified within Accounts Receivable, Net of Allowances. Contract liabilities represent the Company’s obligation to provide goods or services to a customer for which the Company has been paid by the customer or for which the Company has billed the customer under the terms of the contract. Revenue for future services reflected in this account are recognized, and the liability is reduced, as the Company subsequently satisfies the performance obligation under the contract. Contract liabilities are presented as deferred revenue on the consolidated balance sheets. Revenue Recognition The Company has historically generated revenue from (i) the manufacturing and sale of View Smart Glass IGUs, 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 View Smart Glass 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 system design, in which a design document is provided to lay out the IGUs, as well as a commissioning service, in which the installed IGUs and CSS components are tested and tinting configurations are set by the Company. For this Smart Glass products offering, View serves as a materials provider to its Smart Glass customers, which are typically glaziers for IGUs and low-voltage Under View’s Smart Glass product offering, when the owner, tenant or developer of the building approves of the use of View products, a non-binding During 2021, the Company entered into and commenced work on the first contract under its new product offering, View’s Smart Building Platform. In these types of arrangements, the Company contracts with the Smart Building Platform customers, which are typically the owners, tenants or developers of buildings, or the general contractor acting on behalf of the Company’s customers. With View’s Smart Building Platform, the smart building network serves as the backbone of the offering and is integrated by View into the building envelope system along with the View Smart Glass IGUs, which serve as individual nodes on the building network. This platform also enables the Company’s Smart Building Technologies product offerings, as more fully described further below, to also be integrated as additional nodes on View’s smart building network and tailored to the customer’s specific needs depending upon their desired smart building functionality. In these arrangements View takes responsibility for all activities needed to fulfill its single performance obligation of transferring control to the customer of a fully operational Smart Building Platform deliverable; from design, fabrication, installation, integration, commissioning, and testing. Underlying these activities is View’s responsibility for performing an essential and significant service of integrating each of the inputs of its completed solution. These inputs include View’s smart network infrastructure and IGUs, both of which are integrated into the window glazing system, which is fabricated by an unrelated subcontractor contracted by View to work on its behalf, as well as designing how the entire Smart Building Platform will be integrated and installed into the customer’s architectural specifications for the building that is being constructed or retrofitted. View’s integration services also include the activities of installing, commissioning and testing to enable the transfer of a complete and operational system. The Company also uses subcontractors it selects and hires for portions of the installation labor. Given that View is responsible for providing the service of integrating each of the inputs into a single combined output, View controls that output before it is transferred to the customer and accordingly, View is the principal in the arrangement and will recognize the entire arrangement fee as its revenue, with any fees that View pays to its subcontractors recognized in its cost of revenue. Other factors present in these arrangements which supports the assertion that View controls the deliverable before it is transferred to the customer include: the customer considers View to be primarily responsible for fulfilling the promise to provide a fully integrated Smart Building Platform, View has significant inventory risk, and it has complete discretion in the price negotiated with all parties engaged by View, including the customer, subcontractors, and third-party suppliers. Lastly, View determines how it will fulfill these arrangements and has complete discretion over the contracting of subcontractors to work on its behalf as well as the pricing discretion over these subcontractor arrangements. The pricing discretion that View exercises, both with respect to the customer as well as with View’s subcontractors, can often result in View having all of the risk of loss on the contract, as the performance obligation promised to the customer included within these contracts is generally in exchange for fixed fees while payments made to the subcontractors are based on cost plus margin or fixed fee arrangements. The Company’s Smart Building Technologies includes a suite of products that are either integrated into the View Smart Building Platform, added-on added-on View recognizes revenue 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. View determines revenue recognition through 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. Contracts for View’s Smart Building Platform When a customer elects to purchase the Smart Building Platform, View signs legally enforceable contracts directly with the building owner/developers or their GC, acting on their behalf, for delivery of the Smart Building Platform. The Company enters into legally binding trade contracts with the customer that outlines the rights and obligations of the Company, including specifications of the integrated platform to be provided. The promises to the customer included within these contracts, as described above, are integrated and highly interdependent, and they must work seamlessly together to deliver a fully functional Smart Building Platform. As the Company performs a significant service of integrating the promised goods and services into a combined output, these contracts constitute a single, combined performance obligation. The contracting for these Smart Building Platform arrangements with building owners, real estate developers, or their agents, is subject to significant negotiations. Accordingly, each of these contracts must be evaluated on the terms and conditions of the underlying agreement based on their individual facts and circumstances. The Company determines the transaction price based on the consideration expected to be received, which is the contract price. When the contract contains payment terms that are extended beyond one year or other financing arrangements in conjunction with the contract, a significant financing component may exist. In such cases, the Company adjusts the contract price at an amount that reflects the cash selling price. Payment terms may vary but are generally net 30 days from request for payment. As the View Smart Building Platform is typically a single performance obligation, the entire transaction price is allocated to this performance obligation. The Company recognizes revenue over time using a cost-to-cost cost-to-cost catch-up December 31, 2021. There were no Smart Building Platform contracts during the years ending December 31, 2020 and 2019 and therefore the contract loss accrual at December 31, 2020 and 2019 was nil. Change orders are modifications of an original contract that effectively change the existing provisions of the contract without adding new provisions or terms. Change orders may include changes in specifications or designs, manner of performance, materials and period of completion of the work. Either the Company or our customers may initiate change orders. The Company has had an immaterial amount of change orders to date, and has recognized these as a contract modification when the change order is approved. Contracts for View Smart Glass Under View’s Smart Glass product offering, the Company is a provider of building materials in the form of IGUs and CSS. These materials are designed and fabricated by the Company in order to meet the building-site specifications of the end user, which is typically the owner, tenant or developer of buildings. When the end user approves of the use of View products, a non-binding Contracts with glaziers for IGUs include the promise to provide multiple customized IGUs. Each IGU represents a distinct and separate single performance obligation as the customer can benefit from each unit on its own. Each unit is separately identifiable, and does not modify or customize other units. The Company determines the transaction price based on the consideration expected to be received, which is generally the contractual selling price. Since the IGUs are customized to meet the building-site specifications of the ultimate end customer and have no alternative use to the Company and the Company has contractually enforceable rights to proportionate payment of the transaction price for performance completed to date, the Company recognizes revenue over time as each IGU is manufactured using a cost-to-cost cost-to-cost The Company’s contracts to deliver CSS to the customer, typically LVEs or GCs, 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 professional services to provide a system design and commission the installed products are capable of being distinct and each promise is separately identifiable in the context of the contract. This assessment requires management to make judgments about the individual promised good and service and whether each good and service is separable from the other goods and services in the contract. The Company determines the transaction price based on the consideration expected to be received, which is generally the contractual selling price. The Company allocates the transaction price to each performance obligation based on the relative standalone selling price. Management judgment is required in determining SSP for contracts that contain products and services for which revenue is recognized both over time and at a point in time, and where such revenue recognition transcends multiple financial reporting periods due to the timing of delivery of such products and services. SSP is estimated based on the price at which the performance obligation is sold separately. 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. For the control panels and electrical components, transfer of control generally occurs at a point in time upon shipment or delivery of the product and revenue is recognized upon shipment. For the system design, transfer of control generally occurs upon customer acceptance and revenue is recognized upon customer acceptance. For the commissioning services, which has a relatively short period of time over which the services are provided, transfer of control generally occurs upon acceptance of the installed products by the end user and revenue is recognized upon customer acceptance. The allocation of transaction price for CSS contracts with performance obligations that cross multiple periods has not historically risen to a level that could have a material impact to reported revenues. In limited circumstances, the Company contracts to provide extended or enhanced warranties of our products outside of the terms of its standard assurance warranty, which are recognized as revenue over the respective term of the respective extended or enhanced warranty period. When the contract contains payment terms that are extended beyond one year or the Company enters into loan or financing arrangement in conjunction with the contract, a significant financing component may exist. In such cases, the Company adjusts the contract price at an amount that reflects the cash selling price. The Company uses a discount rate representing a borrowing rate had a separate financing transaction been entered between the two parties based on the customer’s creditworthiness. Contracts for View Smart Building Technologies The Company’s Smart Building Technologies includes a suite of products that can be either integrated into the View Smart Building Platform, added-on 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 As the Company incurs incremental costs of obtaining contracts, they are evaluated for recoverability using the expected consideration. The Company currently incurs significant losses on its offerings and as such incremental costs to obtain contracts are not recoverable and are expensed as incurred. |
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. At Closing, the Sponsor subjected 4,970,000 shares (“Sponsor Earn-Out Earn-Out Earn-Out Earn-Out “Earn-Out These Sponsor Earn-Out Earn-Out Earn-Out Earn-Out | 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 6 |
Product Warranties | The Company provides a standard assurance type warranty that its IGUs will be free from defects in materials and workmanship for generally 10 years from the date of delivery to customers. IGUs with sloped or laminated glass generally have a warranty of 5 or 10 years. Control systems associated with the sale of CSS typically have a 5-year sub-assemblies 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 of the quality issue in 2019. The Company has replaced and expects to continue to replace the affected IGUs for the remainder of the period covered by the warranty. The Company developed a statistical model to analyze the risk of failure of the affected IGUs related to this quality issue and predict the potential number of future failures that may occur during the remaining warranty period, as well as the timing of the expected failures. Management judgment is necessary to determine the distribution fit and covariates utilized in the statistical model, as well as the relative tolerance to declare convergence. The statistical model considered the volume of units sold, the volume of unit failures, data patterns, and other characteristics associated with the failed IGUs as well as the IGUs that had not yet failed as of each financial reporting period. These characteristics include, but are not limited to, time to failure, manufacture date, location of installation, and environmental factors. Based on this analysis, the Company has recorded a specific warranty liability using the estimated number of affected IGUs expected to fail in the remaining warranty period and applying estimated costs the Company expects to incur to replace the IGUs based on warranty contractual terms and business practices. The total warranty liability included $33.8 million and $36.2 million as of June 30, 2022 and December 31, 2021, respectively, related to these IGUs. The Company monitors warranty obligations and may make adjustments to its warranty liabilities if actual costs of product repair and replacement are significantly higher or lower than estimated. Accruals for anticipated future warranty costs are recorded to cost of revenue in the condensed consolidated statements of comprehensive loss and included in other current liabilities and other liabilities on the condensed consolidated balance sheet. Warranty liabilities are based on estimates of failure rates and future costs to settle warranty claims that are updated periodically, taking into consideration inputs such as changes in the volume of claims compared with the Company’s historical experience, and changes in the cost of servicing warranty claims. The estimated cost includes the Company’s expectations regarding future total cost of replacement, as well as fixed cost absorption as production increases. The Company accounts for the effect of changes in estimates prospectively. | Product Warranties The Company provides a standard assurance type warranty that its insulating glass units (“IGUs”) will be free from defects in materials and workmanship for generally 10 years from the date of delivery to customers. IGUs with sloped or laminated glass generally have a warranty of 5 or 10 years. Control systems associated with the sale of Controls, Software and Services (“CSS”) typically have a 5-year sub-assemblies respectively, based on warranty contractual terms and business practices. The total warranty liability included $6.1 million and $5.5 million as of December 31, 2021 and 2020, respectively, related to this standard assurance warranty. 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 of the quality issue in 2019. The Company has replaced and expects to continue to replace the affected IGUs for the remainder of the period covered by the warranty. The Company developed a statistical model to analyze the risk of failure of the affected IGUs related to this quality issue and predict the potential number of future failures that may occur during the remaining warranty period, as well as the timing of the expected failures. Management judgment is necessary to determine the distribution fit and covariates utilized in the statistical model, as well as the relative tolerance to declare convergence. The statistical model considered the volume of units sold, the volume of unit failures, data patterns, and other characteristics associated with the failed IGUs as well as the IGUs that had not yet failed as of each financial reporting period. These characteristics include, but are not limited to, time to failure, manufacture date, location of installation, and environmental factors. Based on this analysis, the Company has recorded a specific warranty liability using the estimated number of affected IGUs expected to fail in the remaining warranty period and applying estimated costs the Company expects to incur to replace the IGUs based on warranty contractual terms and business practices. The total warranty liability included $36.2 million and $42.1 million as of December 31, 2021 and December 31, 2020, respectively, related to these IGUs. The Company monitors warranty obligations and may make adjustments to its warranty liabilities if actual costs of product repair and replacement are significantly higher or lower than estimated. Accruals for anticipated future warranty costs are recorded to cost of revenue in the consolidated statements of comprehensive loss and included in other current liabilities and other liabilities on the consolidated balance sheet. Warranty liabilities are based on estimates of failure rates and future costs to settle warranty claims that are updated periodically, taking into consideration inputs such as changes in the volume of claims compared with the Company’s historical experience, and changes in the cost of servicing warranty claims. The estimated cost includes the Company’s expectations regarding future total cost of replacement, as well as fixed cost absorption as production increases. The Company accounts for the effect of changes in estimates prospectively. Changes in warranty liabilities are presented below (in thousands). See Note 2 Fiscal Year Ended 2021 2020 Beginning balance $ 47,678 $ 53,296 Accruals for warranties issued 1,551 1,304 Changes to estimates of volume and costs 1,234 (1,002 ) Settlements made (8,207 ) (5,920 ) Ending balance $ 42,256 $ 47,678 Warranty liability, current, beginning balance $ 8,864 $ 8,038 Warranty liability, noncurrent, beginning balance $ 38,814 $ 45,258 Warranty liability, current, ending balance $ 8,868 $ 8,864 Warranty liability, noncurrent, ending balance $ 33,388 $ 38,814 Considering the uncertainty inherent in the failure analysis, including the actual timing of the failures and the number of defective IGUs, as well as uncertainty regarding future supply chain costs and production volumes that may impact the projected costs to replace defective IGUs in future years, it is reasonably possible that the amount of costs to be incurred to replace the defective IGUs could ultimately be materially different from the estimate. 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. In addition to the warranty liabilities presented above, the Company has $0.7 million and $0.8 million included within Accrued expenses and other current liabilities in its Consolidated Balance Sheets as of December 31, 2021 and 2020, respectively, for incremental performance obligations promised to customers in connection with IGU failures associated with the quality issue described above. The costs associated with these obligations are included within Cost of revenue in the Consolidated Statement of Comprehensive Loss, and was $5.1 million, $2.7 million and nil for the years ended December 31, 2021, 2020 and 2019. |
Accounts Receivable, net | Accounts Receivable, Net of Allowances Accounts receivable consists of current trade receivables due from customers recorded at invoiced amount, net of allowances for credit losses. Judgment is required in assessing the realization of these receivables, including the current creditworthiness of each customer and related aging of the past-due In the year ended December 31, 2021, the Company recorded an immaterial increase in the allowance for credit losses. The Company regularly reviews accounts receivable for collectability and establishes or adjusts the allowance for credit losses as necessary using the specific identification method based on the available facts. The allowance for credit losses totaled $0.7 million and $0.2 million at December 31, 2021 and 2020, respectively. | |
Inventories | Inventories Inventories consist of finished goods which are stated at the lower of cost or net realizable value. Costs are measured on a first-in, | |
Property and Equipment, net | Property and Equipment, Net Property and equipment are stated at cost less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets, generally two In 2021, the Company decided that additional production space was required to meet future expected demand. Accordingly, the Company evaluated the space availability in its manufacturing facility and determined that certain assets used for research and development purposes would be disassembled to make room for additional production capacity. Consequently, the Company made the decision to abandon and shorten the life of these assets to coincide with their removal date, resulting in accelerated depreciation of $14.4 million included in research and development expenses in the consolidated statement of comprehensive loss. Additionally, in 2021, the Company recorded a loss of $1.1 million, of which $0.9 million was included in cost of revenue and $0.2 million was included in selling, general and administrative expenses in the consolidated statement of comprehensive loss for assets that were no longer in service and had no alternative use. In 2020, the Company recorded a loss of $1.1 million, of which $0.1 million was included in cost of revenue, $0.7 million was included in research and development and $0.3 million was included in selling, general and administrative expenses in the consolidated statement of comprehensive loss for assets that were no longer in service and had no alternative use. In 2019, the Company recorded a loss of $3.9 million in research and development expenses in the consolidated statement of comprehensive loss for an asset used for research and development purposes that was no longer in service and had no alternative use. | |
Internal Use Software | Internal Use Software Certain development costs associated with internal use software incurred during the application development stage are capitalized. Costs associated with preliminary project phase activities, training, maintenance and any post-implementation costs are expensed as incurred. Capitalized internal use software costs are normally amortized over an estimated useful life of 5 years once the related project has been completed and deployed for use. Such capitalized internal use software has not been material in any of the periods presented through December 31, 2021. | |
Capitalized Software Development Costs | Capitalized Software Development Costs The capitalization of software development cost for products to be marketed begins when a product’s technological feasibility has been established. Technological feasibility is established when a working model has been completed and the completeness of the working model has been confirmed by testing. Capitalization ends when the resulting product is available for general market release. Costs during the period prior to technological feasibility are expensed as incurred. The Company ensures that technological feasibility has been achieved for products to be marketed to external users before the release of those products. Capitalized software development costs are amortized using the straight-line amortization method over the estimated useful life of the applicable software. Such software development costs required to be capitalized have not been material in any of the periods presented through December 31, 2021. | |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company evaluates long-lived assets for impairment whenever events indicate that a potential impairment may have occurred. If such events arise, the Company will compare the carrying amount of the asset group comprising the long-lived assets to the estimated future undiscounted cash flows expected to be generated by the asset group. If the estimated aggregate undiscounted cash flows are less than the carrying amount of the asset group, an impairment charge is recorded at the amount by which the carrying amount of the asset group exceeds the fair value of the assets, based on the expected discounted future cash flows attributable to those assets. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell. There were no impairments of long-lived assets during the years ended December 31, 2021, 2020 and 2019. The Company regularly reviews its long-lived assets for triggering events or other circumstances that could indicate impairment. As of December 31, 2021, management considered the continued operating losses when combined with the sustained decline in our market capitalization, to be a potential triggering event and therefore performed a quantitative impairment test of our long-lived assets as of December 31, 2021. Based on the results of this test, the Company concluded that the asset group was recoverable and no impairment was recorded as of December 31, 2021. If the decline in the Company’s share price is sustained or the Company identifies other events or circumstances indicating the carrying amount of an asset or asset group may not be recoverable, this would require further testing of these assets and it may result in an impairment of such assets. | |
Leases | Leases Effective January 1, 2021, the Company adopted Accounting Standards Update (“ASU”) 2016-02, Leases Our lease portfolio includes leases for our manufacturing facility, office space and various types of equipment. The Company determines if an agreement contains a lease at the inception of a contract. The asset component of our operating leases is recorded as Right-of-use The Company made a policy election to not recognize leases with a lease term of twelve months or less in the Consolidated Balance Sheet. For leases with an initial term greater than 12 months, a related lease liability is recorded on the balance sheet at the present value of future payments discounted at the estimated fully collateralized incremental borrowing rate (discount rate) corresponding with the lease term. In addition, a ROU asset is recorded as the initial amount of the lease liability, plus any lease payments made to the lessor before or at the lease commencement date and any initial direct costs incurred, less any tenant improvement allowance incentives received. The Company calculates the present value of future payments using its incremental borrowing rate when the discount rate implicit in the lease is not known. The incremental borrowing rate is the rate of interest that a lessee would have to pay to borrow on a collateralized basis over a similar term at an amount equal to the lease payments in a similar economic environment. The Company determines the applicable incremental borrowing rate at the lease commencement date based on the rates of its secured borrowings, which is then adjusted for the appropriate lease term and risk premium. In determining the Company’s ROU assets and operating lease liabilities, the Company applies these incremental borrowing rates to the minimum lease payments within each lease agreement. ROU assets and lease liabilities are remeasured upon certain modifications to leases using the present value of remaining lease payments and estimated incremental borrowing rate upon lease modification. Operating lease cost is recognized on a straight-line basis over the lease term, and includes amounts related to short-term leases. For finance leases, we record interest expense on the lease liability in addition to amortizing the ROU asset, which is generally straight-line, over the shorter of the lease term or the useful life of the ROU asset. We recognize variable lease payments, which are considered non-components Prior to fiscal 2021, total lease payments over the non-cancellable | |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets From time to time, the Company makes acquisitions of companies related to existing, complementary or new markets. During 2021, the Company completed two acquisitions, which were individually immaterial to its financial position, results of operations and cash flows. The Company has not presented pro forma combined results for these acquisitions because the impact on previously reported statements of operations would not have been material individually or in the aggregate. Acquisition-related costs are included in general and administrative expenses in the consolidated statements of operations and were immaterial for the year ended December 31, 2021. On July 7, 2021, the Company acquired 100% of the outstanding stock of ioTium, the leading provider of secure, cloud-managed, software-defined IoT networks. The total purchase consideration, net of cash acquired and including deferred consideration of $1.1 million, was $7.0 million. At closing, the Company paid approximately $4.9 million in cash. Total non-cash and contract backlog and $3.7 million of goodwill. The goodwill was primarily attributable to strategic opportunities that arose from the acquisition of ioTium. The goodwill was not deductible for tax purposes. The preliminary purchase price allocation is final as of December 31, 2021. On December 1, 2021, the Company acquired certain assets associated with the WorxWell ™ 60-day 60-day Goodwill is measured as the excess of the purchase price over the sum of the amounts assigned to tangible and identifiable intangible assets acquired less liabilities assumed. Goodwill is not amortized but reviewed for impairment as of October 1 each fiscal year and whenever events or changes in circumstances indicate that the carrying value of goodwill may not be recoverable. The evaluation of goodwill and other intangible assets for impairment requires the exercise of significant judgment. Other intangible assets are presented at cost, net of accumulated amortization, and are amortized over their estimated useful lives of 1 to 6 years using the straight-line method. Other intangible assets primarily include purchased technology. There were no impairments of goodwill or intangible assets during the years ended December 31, 2021, 2020 and 2019. Impairment of goodwill or intangible assets may result in the future from significant changes in the manner of use of the acquired assets, negative industry or economic trends or significant underperformance relative to historical or projected operating results. | |
Research and Development Expenses | Research and Development Expenses Research and development expenses include salaries and related personnel expenses, including stock-based compensation, materials and supplies used in pilot operations, payments to consultants, outside manufacturers, patent related legal costs, facility costs, depreciation, and travel expenses. Research and development costs, other than software development costs qualifying for capitalization, are expensed as incurred. | |
Advertising Costs | Advertising Costs All costs of advertising are expensed as incurred. Advertising and promotion expenses included in selling, general and administrative expense were $1.7 million, $1.0 million, and $5.0 million for the years ended December 31, 2021, 2020, and 2019, respectively. | |
Income Taxes | Income Taxes Income tax expense has been provided using the asset and liability method. Deferred tax assets and liabilities are determined based on the estimated future tax consequences attributable to differences between the financial statement carrying amounts and tax bases of existing assets and liabilities. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred tax expense or benefit is the result of changes in the deferred tax asset and liability. The Company provides a valuation allowance against net deferred tax assets if, based upon the available evidence, it is more likely than not that the deferred tax assets will not be realized. See Note 15 jurisdiction-by-jurisdiction The Company recognizes a tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the Company’s consolidated financial statements from such positions are measured based on the largest benefit that has a greater than 50% likelihood of being realized. The Company recognizes interest and penalties associated with tax matters as part of the income tax provision and includes accrued interest and penalties with the related income tax liability within account payable and accrued liabilities on its consolidated balance sheets. | |
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. 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. These assumptions are subjective, generally require significant analysis and judgment to develop, and materially affect the fair value and ultimately how much stock-based compensation expense is recognized. 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. See Note 14 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: 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 the 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 14 | |
Sponsor Earn-Out Liability | Sponsor Earn-Out At Closing, the Sponsor subjected 4,970,000 shares (“Sponsor Earn-Out Earn-Out Earn-Out Earn-Out “Earn-Out These Sponsor Earn-Out Earn-Out Earn-Out Earn-Out Earn-Out Note 6 | |
Redeemable Convertible Preferred Stock | Redeemable Convertible Preferred Stock Prior to the Merger, the Company recorded all shares of redeemable convertible preferred stock at their respective fair values less issuance costs on the dates of issuance. The redeemable convertible preferred stock was recorded outside of stockholders’ deficit because, in the event of certain liquidation events considered not solely within the Company’s control, such as a change in control event and sale of all or substantially all of the Company’s assets, the redeemable convertible preferred stock would become redeemable at the option of the holders. Should it become probable that the shares became redeemable, the Company would re-measure Note 4 Note 12 | |
Redeemable Convertible Preferred Stock Warrants | Redeemable Convertible Preferred Stock Warrants Prior to the Merger, warrants to purchase shares of the Company’s redeemable convertible preferred stock were classified as liabilities on the consolidated balance sheets as the underlying preferred stock was contingently redeemable and may have required the Company to transfer assets upon exercise. The warrants were recorded at fair value upon issuance and were subject to remeasurement to fair value at each balance sheet date. Changes in fair value of the redeemable convertible preferred stock warrant liability were recorded in the consolidated statements of comprehensive loss as part of Interest and other income (expense). The Company continued to adjust the liability for changes in fair value until the conversion of redeemable convertible preferred stock into common stock warrants in connection with the Merger. As such, the redeemable convertible preferred stock warrant liability were reclassified to additional paid-in | |
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 became exercisable on August 26, 2021. The Public Warrants and Private Warrants will expire five years after the Closing and five years after August 26, 2020, respectively. 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 Note 13 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, included in Other Liabilities, with an offsetting entry to additional paid-in changes to the fair value of the Private Warrants were not material and recorded in the consolidated statement of comprehensive loss as part of Interest and other income (expense) for the fiscal year ended December 31, 2021. See Note 6 | |
Employee Benefit Plan | Employee Benefit Plan The Company maintains a 401(k) retirement plan which is intended to be a tax-qualified | |
Deferred Transaction Costs | Deferred Transaction Costs Deferred transaction costs consist of underwriting, legal, accounting and other expenses incurred through the balance sheet date that are directly related to the Business Combination and that will be charged to stockholders’ equity upon the completion of the Business Combination. These deferred transaction costs are included in as part of other assets in the consolidated balance as of December 31, 2020. There were no such costs as of December 31, 2021 and 2019. | |
Net Loss per Share | Net Loss per Share Basic and diluted net loss per share is presented in conformity with the two-class two-class computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share attributable to common stockholders is computed by giving effect to all potentially dilutive securities outstanding for the period. For purposes of calculating the diluted net loss per share attributable to common stockholders, the redeemable convertible preferred stock, redeemable convertible preferred stock warrants, common stock warrants, and common stock options are considered to be potentially dilutive securities. Because the Company reported a net loss for the years ended December 31, 2021, 2020 and 2019, the inclusion of the potentially dilutive securities would be antidilutive, and, accordingly, diluted net loss per share is the same as basic net loss per share for both periods presented. |
Organization and Summary of S_3
Organization and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Product Warranty Liability | Changes in warranty liabilities are presented below (in thousands). See Note 2 Fiscal Year Ended 2021 2020 Beginning balance $ 47,678 $ 53,296 Accruals for warranties issued 1,551 1,304 Changes to estimates of volume and costs 1,234 (1,002 ) Settlements made (8,207 ) (5,920 ) Ending balance $ 42,256 $ 47,678 Warranty liability, current, beginning balance $ 8,864 $ 8,038 Warranty liability, noncurrent, beginning balance $ 38,814 $ 45,258 Warranty liability, current, ending balance $ 8,868 $ 8,864 Warranty liability, noncurrent, ending balance $ 33,388 $ 38,814 |
Restatement of Previously Iss_2
Restatement of Previously Issued Financial Statements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Changes and Error Corrections [Abstract] | |
Schedule of Error Corrections and Prior Period Adjustments [Table Text Block] | Consolidated Balance Sheet December 31, 2020 As Previously Investigation Other As Restated Assets Current assets: Cash and cash equivalents $ 63,232 $ — $ — $ 63,232 Accounts receivable, net of allowances 12,252 — — 12,252 Inventories 6,483 — — 6,483 Prepaid expenses and other current assets 6,881 — (668 ) (b), (e) 6,213 Total current assets 88,848 — (668 ) 88,180 Property and equipment, net 282,560 — — 282,560 Restricted cash 10,461 — — 10,461 Deposits with supplier 1,084 — — 1,084 Other assets 7,862 — — 7,862 Total assets $ 390,815 $ — $ (668 ) $ 390,147 Liabilities, Redeemable Convertible Preferred Stock, and Stockholders’ Equity (Deficit) Current liabilities: Accounts payable $ 14,562 $ — $ — $ 14,562 Accrued expenses and other current liabilities 36,480 4,849 821 (d) 42,150 Accrued compensation 14,665 — (3,838 ) (b) 10,827 Deferred revenue 2,111 — 538 (c) 2,649 Debt, current 247,248 — — 247,248 Total current liabilities 315,066 4,849 (2,479 ) 317,436 Debt, non-current 15,430 — — 15,430 Redeemable convertible preferred stock warrant liability 12,323 — — 12,323 Other liabilities 36,731 20,113 — 56,844 Total liabilities 379,550 24,962 (2,479 ) 402,033 Redeemable convertible preferred stock 1,812,678 — — 1,812,678 Stockholders’ equity (deficit): Additional paid-in-capital 89,789 — — 89,789 Accumulated deficit (1,891,202 ) (24,962 ) 1,811 (1,914,353 ) Total stockholders’ equity (deficit) (1,801,413 ) (24,962 ) 1,811 (1,824,564 ) Total liabilities, redeemable convertible preferred stock, and stockholders’ equity (deficit) $ 390,815 $ — $ (668 ) $ 390,147 Consolidated Statements of Comprehensive Loss Fiscal Year Ended December 31, 2020 As Previously Investigation Other As Restated Revenue 32,302 — 624 (c), (e) 32,926 Costs and expenses: Cost of revenue 123,110 (3,054 ) 578 (a), (d), (e) 120,634 Research and development 69,491 — (669 ) (a), (e) 68,822 Selling, general, and administrative 77,445 — (3,487 ) (a), (b) 73,958 Total costs and expenses 270,046 (3,054 ) (3,578 ) 263,414 Loss from operations (237,744 ) 3,054 4,202 (230,488 ) Interest and other income (expense), net Interest income 499 — — 499 Interest expense (26,820 ) — — (26,820 ) Other expense, net (32 ) — — (32 ) Gain (loss) on fair value change, net 7,155 — — 7,155 Interest and other income (expense), net (19,198 ) — — (19,198 ) Loss before benefit (provision) of income taxes (256,942 ) 3,054 4,202 (249,686 ) Benefit (provision) for income taxes (40 ) — — (40 ) Net and comprehensive loss (256,982 ) 3,054 4,202 (249,726 ) Net loss per share, basic and diluted $ (153.14 ) $ 1.82 $ 2.50 $ (148.81 ) Weighted-average shares used in calculation of net loss per share, basic and diluted 1,678,098 — — 1,678,098 Fiscal Year Ended December 31, 2019 As Previously Investigation Other As Restated Revenue 24,324 — (369 ) (c), (e) 23,955 Costs and expenses: Cost of revenue 179,675 20,866 3,191 (a), (e) 203,732 Research and development 77,696 — (2,846 ) (a), (b) 74,850 Selling, general, and administrative 72,905 — 625 (a), (b) 73,530 Income from legal settlement (22,500 ) — — (22,500 ) Total costs and expenses 307,776 20,866 970 329,612 Loss from operations (283,452 ) (20,866 ) (1,339 ) (305,657 ) Interest and other income (expense), net Interest income 5,591 — — 5,591 Interest expense (10,594 ) — — (10,594 ) Other expense, net (108 ) — — (108 ) Gain (loss) on fair value change, net 1,750 — — 1,750 Loss on extinguishment of debt (3,040 ) — — (3,040 ) Interest and other income (expense), net (6,401 ) — — (6,401 ) Loss before benefit (provision) of income taxes (289,853 ) (20,866 ) (1,339 ) (312,058 ) Benefit (provision) for income taxes (51 ) — — (51 ) Net and comprehensive loss (289,904 ) (20,866 ) (1,339 ) (312,109 ) Net loss per share, basic and diluted $ (184.53 ) $ (13.28 ) $ (0.85 ) $ (198.66 ) Weighted-average shares used in calculation of net loss per share, basic and diluted 1,571,045 — — 1,571,045 Consolidated Statements of Cash Flows Fiscal Year Ended December 31, 2020 As Previously Investigation Other As Cash flows from operating activities: Net loss (256,982 ) 3,054 4,202 (a), (b), (c), (d), (e) (249,726 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 26,258 — (1,300 ) (a), (e) 24,958 Gain on fair value change, net (7,155 ) — — (7,155 ) Amortization of debt discount 2,379 — — 2,379 Stock-based compensation 28,932 — — 28,932 Changes in operating assets and liabilities: Accounts receivable (105 ) — — (105 ) Inventories 566 — — 566 Prepaid expenses and other current assets 24,044 — (971 ) (b), (e) 23,073 Other assets (1,361 ) — — (1,361 ) Accounts payable 3,005 — — 3,005 Deferred revenue 914 — (370 ) (c) 544 Accrued compensation 5,432 — (1,997 ) (b) 3,435 Accrued expenses and other liabilities 8,383 (3,054 ) 436 (d), (e) 5,765 Net cash used in operating activities (165,690 ) — — (165,690 ) Non-cash Change in accounts payable balance and other liabilities related to purchase of property and equipment (9,455 ) — (1,039 ) (e) (10,494 ) Fiscal Year Ended December 31, 2019 As Previously Investigation Other As Cash flows from operating activities: Net loss (289,904 ) (20,866 ) (1,339 ) (a), (b), (c), (312,109 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 24,379 — 860 (a), (e) 25,239 Gain on fair value change, net (1,750 ) — — (1,750 ) Amortization of debt discount 3,523 — — 3,523 Loss on extinguishment of debt 3,040 — — 3,040 Stock-based compensation 29,076 — — 29,076 Income from legal settlement (22,500 ) — — (22,500 ) Changes in operating assets and liabilities: Accounts receivable (4,811 ) — — (4,811 ) Inventories (3,243 ) — — (3,243 ) Prepaid expenses and other current assets (467 ) — (195 ) (b), (e) (662 ) Other assets 226 — — 226 Accounts payable 2,175 — — 2,175 Deferred revenue 122 — 369 (c) 491 Accrued compensation (660 ) — 305 (b) (355 ) Accrued expenses and other liabilities 26,779 20,866 — 47,645 Net cash used in operating activities (234,015 ) — — (234,015 ) Non-cash Change in accounts payable balance and other liabilities related to purchase of property and equipment 7,921 — 1,039 (e) 8,960 |
Cash, Cash Equivalents, and R_2
Cash, Cash Equivalents, and Restricted Cash (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Cash and Cash Equivalents [Abstract] | ||
Schedule of Cash and Cash Equivalents | Cash, cash equivalents, and restricted cash reported within the accompanying condensed consolidated balance sheets that sum to the total of the same such amounts presented in the accompanying condensed consolidated statements of cash flows consisted of the following (in thousands): June 30, December 31, Cash $ 23,549 $ 33,581 Cash equivalents 87,693 247,500 Cash and cash equivalents 111,242 281,081 Restricted cash included in prepaid expenses and other current assets 1,859 — Restricted cash 16,459 16,462 Total cash, cash equivalents, and restricted cash presented in the statements of cash flows $ 129,560 $ 297,543 | Cash, cash equivalents, and restricted cash reported within the accompanying consolidated balance sheets that sum to the total of the same such amounts presented in the accompanying consolidated statements of cash flows consisted of the following (in thousands): December 31, 2021 2020 Cash $ 33,581 $ 24,657 Cash equivalents: $ 247,500 $ 38,575 Cash and cash equivalents $ 281,081 $ 63,232 Restricted cash included in prepaid expenses and other current assets $ — $ 1,000 Restricted cash $ 16,462 $ 10,461 Total cash, cash equivalents, and restricted cash presented in the statements of cash flows $ 297,543 $ 74,693 |
Schedule of Restrictions on Cash and Cash Equivalents | Cash, cash equivalents, and restricted cash reported within the accompanying condensed consolidated balance sheets that sum to the total of the same such amounts presented in the accompanying condensed consolidated statements of cash flows consisted of the following (in thousands): June 30, December 31, Cash $ 23,549 $ 33,581 Cash equivalents 87,693 247,500 Cash and cash equivalents 111,242 281,081 Restricted cash included in prepaid expenses and other current assets 1,859 — Restricted cash 16,459 16,462 Total cash, cash equivalents, and restricted cash presented in the statements of cash flows $ 129,560 $ 297,543 | Cash, cash equivalents, and restricted cash reported within the accompanying consolidated balance sheets that sum to the total of the same such amounts presented in the accompanying consolidated statements of cash flows consisted of the following (in thousands): December 31, 2021 2020 Cash $ 33,581 $ 24,657 Cash equivalents: $ 247,500 $ 38,575 Cash and cash equivalents $ 281,081 $ 63,232 Restricted cash included in prepaid expenses and other current assets $ — $ 1,000 Restricted cash $ 16,462 $ 10,461 Total cash, cash equivalents, and restricted cash presented in the statements of cash flows $ 297,543 $ 74,693 |
Reverse Recapitalization (Table
Reverse Recapitalization (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Reverse Recapitalization [Abstract] | ||
Schedule Of Reverse Recapitalization | The number of shares of Class A common stock issued immediately following the consummation of the Merger on March 8, 2021 was: Number of Common stock of CF II outstanding prior to the Merger 1 62,500,000 Less redemption of CF II shares (12,587,893 ) CF II Sponsor Earnout Shares outstanding prior to the Merger 1,100,000 Common stock of CF II 51,012,107 Shares issued in PIPE financing 42,103,156 Shares issued for in kind banker fee payment 750,000 Merger and PIPE financing shares 42,853,156 Legacy View shares converted 2 123,211,449 Total 217,076,712 1 Includes CF II Class A shareholders of 50,000,000 and CF II Class B shareholders of 12,500,000. 2 The number of Legacy View shares was determined from the 76,565,107 shares of Legacy View common stock and 5,222,852,052 shares of Legacy View redeemable convertible preferred stock outstanding, which were converted to an equal number of shares of Legacy View common stock upon the closing of the Merger, and then converted at the Exchange Rate to Class A common stock of the Company. All fractional shares were rounded down to the nearest whole share. | The number of shares of Class A common stock issued immediately following the consummation of the Merger at March 8, 2021 was: Number of Shares Common stock of CF II outstanding prior to the Merger (1) 62,500,000 Less redemption of CF II shares (12,587,893 ) CF II Sponsor Earnout Shares outstanding prior to the Merger 1,100,000 Common stock of CF II 51,012,107 Shares issued in PIPE financing 42,103,156 Shares issued for in kind banker fee payment 750,000 Merger and PIPE financing shares 42,853,156 Legacy View shares converted (2) 123,211,449 Total 217,076,712 (1) Includes CF II Class A shareholders of 50,000,000 and CF II Class B shareholders of 12,500,000. (2) The number of Legacy View shares was determined from the 76,565,107 shares of Legacy View common stock and 5,222,852,052 shares of Legacy View redeemable convertible preferred stock outstanding, which were converted to an equal number of shares of Legacy View common stock upon the closing of the Merger, and then converted at the Exchange Rate to Class A common stock of the Company. All fractional shares were rounded down to the nearest whole share. |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | ||
Summary of Company's Revenue | The following table summarizes the Company’s revenue by products and services (in thousands): Three Months Ended Six Months Ended 2022 2021 2022 2021 Revenue: Products $ 15,380 $ 16,814 $ 30,913 $ 26,525 Services 936 112 2,415 170 Total $ 16,316 $ 16,926 $ 33,328 $ 26,695 The following table summarizes the Company’s revenue by major product offering (in thousands): Three Months Ended Six Months Ended 2022 2021 2022 2021 Revenue: Smart Glass $ 4,306 $ 11,580 $ 9,489 $ 19,795 Smart Building Platform 9,055 5,136 18,261 5,136 Smart Building Technologies 2,955 210 5,578 1,764 Total $ 16,316 $ 16,926 $ 33,328 $ 26,695 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 Six Months Ended 2022 2021 2022 2021 Revenue: United States $ 14,825 $ 12,053 $ 31,109 $ 21,718 Canada 1,443 4,403 2,161 4,507 Other 48 470 58 470 Total $ 16,316 $ 16,926 $ 33,328 $ 26,695 | The following table summarizes the Company’s revenue by products and services (in thousands): Year Ended December 31, 2021 2020 2019 Revenue: Products $ 69,779 $ 31,112 $ 23,451 Services $ 4,228 $ 1,814 $ 504 Total $ 74,007 $ 32,926 $ 23,955 The following table summarizes the Company’s revenue by major product offering (in thousands): Year Ended December 31, 2021 2020 2019 Revenue: Smart Glass $ 41,740 $ 32,926 $ 23,955 Smart Building Platform 28,686 — — Smart Building Technologies 3,581 — — Total $ 74,007 $ 32,926 $ 23,955 The following table summarizes the Company’s revenue by geographic area, which is based on the shipping address of the customers (in thousands): Fiscal Year Ended December 31, 2021 2020 2019 Revenue: United States $ 63,519 $ 30,690 $ 19,394 Canada 9,555 1,351 4,474 Other 933 885 87 Total $ 74,007 $ 32,926 $ 23,955 |
Fair Value (Tables)
Fair Value (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | ||
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): June 30, 2022 Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 87,693 $ — $ — $ 87,693 Total cash equivalents 87,693 — — 87,693 Restricted cash: Certificates of deposit — 18,318 — 18,318 Total assets measured at fair value $ 87,693 $ 18,318 $ — $ 106,011 Sponsor earn-out $ — $ — $ 1,485 $ 1,485 Private warrants liability — — 28 28 Total liabilities measured at fair value $ — $ — $ 1,513 $ 1,513 December 31, 2021 Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 247,500 $ — $ — $ 247,500 Total cash equivalents 247,500 — — 247,500 Restricted cash: Certificates of deposit — 16,462 — 16,462 Total assets measured at fair value $ 247,500 $ 16,462 $ — $ 263,962 Sponsor earn-out $ — $ — $ 7,624 $ 7,624 Private warrants liability — — 174 174 Total liabilities measured at fair value $ — $ — $ 7,798 $ 7,798 | The following table presents information about the Company’s financial assets and liabilities measured at fair value on a recurring basis (in thousands): December 31, 2021 Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 247,500 $ — $ — $ 247,500 Total cash equivalents 247,500 — — 247,500 Restricted cash: Certificates of deposit 16,462 — 16,462 Total assets measured at fair value $ 247,500 $ 16,462 $ — $ 263,962 Private warrants liability $ — $ — $ 174 $ 174 Sponsor earn-out — — 7,624 7,624 Total liabilities measured at fair value $ — $ — $ 7,798 $ 7,798 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): Sponsor Earn-out Private Balance as of December 31, 2021 $ 7,624 $ 174 Change in fair value (6,139 ) (146 ) Balance as of June 30, 2022 $ 1,485 $ 28 | 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, 2018 $ — $ — $ 21,228 Change in fair value — — (1,750 ) Balance as of December 31, 2019 — — 19,478 Change in fair value — — (7,155 ) Balance as of December 31, 2020 — — 12,323 Additions during the period 589 26,443 — Change in fair value (415 ) (18,819 ) (5,056 ) Reclass to additional paid-in-capital — — (7,267 ) Balance as of December 31, 2021 $ 174 $ 7,624 $ — |
Summary of Gain (Loss) in Fair Value | The following table summarizes the (gain) loss on fair value change, net (in thousands): Three Months Ended Six Months Ended 2022 2021 2022 2021 Sponsor Earn-out $ (1,846 ) $ 2,118 $ (6,139 ) $ (342 ) Private Warrants (58 ) (53 ) (146 ) 50 Redeemable Convertible Preferred Stock Warrants — — — (5,056 ) (Gain) loss on fair value change, net $ (1,904 ) $ 2,065 $ (6,285 ) $ (5,348 ) | The following table summarizes the gain (loss) on fair value change, net (in thousands): Fiscal year ended December 31, 2021 2020 2019 Private Warrants $ 415 $ — $ — Sponsor Earn-out 18,819 — — Redeemable Convertible Preferred Stock Warrants 5,056 7,155 1,750 Gain (loss) on fair value change, net $ 24,290 $ 7,155 $ 1,750 |
Summary of Assumptions Used in Determination of Fair Value of Derivatives | The estimated fair value of the Sponsor Earn-Out June 30, December 31, Stock price $ 1.62 $ 3.91 Expected volatility 62.25 % 52.50 % Risk free rate 3.00 % 1.12 % Expected term (in years) 3.7 4.2 Expected dividends 0 % 0 % The estimated fair value of the Private Warrants was determined using the Black-Scholes option-pricing model using the following assumptions: June 30, December 31, Stock price $ 1.62 $ 3.91 Expected volatility 62.30 % 52.50 % Risk free rate 2.99 % 1.04 % Expected term (in years) 3.2 3.7 Expected dividends 0 % 0 % | The market-based assumptions used in the valuations include the following: March 8, 2021 December 31, 2020 December 31, 2019 Expected volatility 52%-75% 70% 70% Expected term (in years) 0.08-7.71 2.0 2.0 Expected dividends 0% 0% 0% Risk-free rate 0.04%-1.28% 0.1% 1.6% Discount for lack of marketability 5.0%-33.0% 11%-55% 20%-55% The estimated fair value of the Sponsor Earn-Out December 31, 2021 March 8, 2021 Stock price $3.91 $9.19 Expected volatility 52.50% 29.20% Risk free rate 1.12% 0.86% Expected term (in years) 4.2 5.0 Expected dividends 0% 0% The estimated fair value of the Private Warrants was determined using the Black-Scholes option-pricing model using the following assumptions: December 31, 2021 March 8, 2021 Stock price $3.91 $9.19 Expected volatility 52.50% 29.20% Risk free rate 1.04% 0.73% Expected term (in years) 3.7 4.5 Expected dividends 0% 0% |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, net | Property and equipment, net consisted of the following (in thousands): Estimated Useful Lives (in Years) December 31, 2021 2020 Testing and chamber equipment 7 $ 14,267 $ 15,853 Tenant improvements 2-15 42,608 41,888 Plant and manufacturing equipment 7-12 156,560 175,498 Computer hardware and software 5 21,079 20,269 Furniture and fixtures 7 3,809 3,730 Construction in progress 165,165 151,618 Property and equipment, gross 403,488 408,856 Less: Accumulated depreciation (135,087 ) (126,296 ) Property and equipment, net $ 268,401 $ 282,560 |
Other Balance Sheet Informati_2
Other Balance Sheet Information (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Payables and Accruals [Abstract] | ||
Restrictions on Cash and Cash Equivalents | Cash, cash equivalents, and restricted cash reported within the accompanying condensed consolidated balance sheets that sum to the total of the same such amounts presented in the accompanying condensed consolidated statements of cash flows consisted of the following (in thousands): June 30, December 31, Cash $ 23,549 $ 33,581 Cash equivalents 87,693 247,500 Cash and cash equivalents 111,242 281,081 Restricted cash included in prepaid expenses and other current assets 1,859 — Restricted cash 16,459 16,462 Total cash, cash equivalents, and restricted cash presented in the statements of cash flows $ 129,560 $ 297,543 | Cash, cash equivalents, and restricted cash reported within the accompanying consolidated balance sheets that sum to the total of the same such amounts presented in the accompanying consolidated statements of cash flows consisted of the following (in thousands): December 31, 2021 2020 Cash $ 33,581 $ 24,657 Cash equivalents: $ 247,500 $ 38,575 Cash and cash equivalents $ 281,081 $ 63,232 Restricted cash included in prepaid expenses and other current assets $ — $ 1,000 Restricted cash $ 16,462 $ 10,461 Total cash, cash equivalents, and restricted cash presented in the statements of cash flows $ 297,543 $ 74,693 |
Schedule of Cash and Cash Equivalents | Cash, cash equivalents, and restricted cash reported within the accompanying condensed consolidated balance sheets that sum to the total of the same such amounts presented in the accompanying condensed consolidated statements of cash flows consisted of the following (in thousands): June 30, December 31, Cash $ 23,549 $ 33,581 Cash equivalents 87,693 247,500 Cash and cash equivalents 111,242 281,081 Restricted cash included in prepaid expenses and other current assets 1,859 — Restricted cash 16,459 16,462 Total cash, cash equivalents, and restricted cash presented in the statements of cash flows $ 129,560 $ 297,543 | Cash, cash equivalents, and restricted cash reported within the accompanying consolidated balance sheets that sum to the total of the same such amounts presented in the accompanying consolidated statements of cash flows consisted of the following (in thousands): December 31, 2021 2020 Cash $ 33,581 $ 24,657 Cash equivalents: $ 247,500 $ 38,575 Cash and cash equivalents $ 281,081 $ 63,232 Restricted cash included in prepaid expenses and other current assets $ — $ 1,000 Restricted cash $ 16,462 $ 10,461 Total cash, cash equivalents, and restricted cash presented in the statements of cash flows $ 297,543 $ 74,693 |
Schedule of Other Assets | Other assets consisted of the following (in thousands): December 31, 2021 2020 Goodwill $ 8,997 $ — Purchased technology and other intangible assets, net $ 7,239 $ 626 Other $ 5,691 $ 7,236 Other assets $ 21,927 $ 7,862 | |
Schedule of Accrued Liabilities | Accrued compensation consisted of the following (in thousands): December 31, 2021 2020 Accrued vacation $ 4,693 $ 3,990 Other 4,815 6,837 Accrued compensation $ 9,508 $ 10,827 Accrued expenses and other current liabilities consisted of the following (in thousands): December 31, 2021 2020 Accrued interest $ — $ 14,540 Warranty accrual ( Note 1 8,868 8,864 Contract loss accrual ( Note 5 17,240 — Environmental settlement accrual ( Note 9 2,950 — Lease liability ( Note 10 3,581 — Other 25,347 18,746 Accrued expenses and other current liabilities $ 57,986 $ 42,150 Other liabilities consisted of the following (in thousands): December 31, 2021 2020 Warranty accrual ( Note 1 $ 33,388 $ 38,814 Legal settlement liability 7,834 9,658 Contract loss accrual ( Note 5 3,422 — Environmental settlement accrual ( Note 9 2,000 — Other 3,893 8,372 Other liabilities $ 50,537 $ 56,844 |
Product Warranties (Tables)
Product Warranties (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Guarantees and Product Warranties [Abstract] | |
Schedule of Product Warranty Liability | Changes in warranty liabilities are presented below (in thousands): June 30, December 31, Beginning balance $ 42,256 $ 47,678 Accruals for warranties issued 896 1,551 Changes to estimates of volume and costs — 1,234 Settlements made (3,644 ) (8,207 ) Ending balance $ 39,508 $ 42,256 Warranty liability, current, beginning balance $ 8,868 $ 8,864 Warranty liability, noncurrent, beginning balance $ 33,388 $ 38,814 Warranty liability, current, ending balance $ 8,576 $ 8,868 Warranty liability, noncurrent, ending balance $ 30,932 $ 33,388 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Litigation Settlement Liability | The balance of the litigation settlement liability is reflected on our condensed consolidated balance sheets as follows (in thousands): June 30, December 31, Litigation settlement liability—current $ 3,000 $ — Litigation settlement liability—non-current 5,312 7,834 Total litigation settlement liability $ 8,312 $ 7,834 The balance of the environmental settlement liability is reflected on our condensed consolidated balance sheets as follows (in thousands): June 30, December 31, Environmental settlement liability—current $ 2,950 $ 2,950 Environmental settlement liability—non-current 2,000 2,000 Total environmental settlement liability $ 4,950 $ 4,950 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Schedule of Lease Assets and Liabilities | Lease assets and lease liabilities as of December 31, 2021 were as follows: Leases Classification on Balance Sheet December 31, 2021 Assets Operating leases ROU assets $ 21,178 Finance leases Property and equipment $ 1,163 Total ROU assets $ 22,341 Liabilities Current Operating leases Accrued expenses and other $ 3,050 Finance leases Accrued expenses and other $ 531 Non-current Operating leases Other long-term liabilities $ 22,997 Finance leases Other liab $ 619 Total lease liabilities $ 27,197 The following table presents the weighted-average remaining lease terms and discount rates related to leases as of December 31, 2021: December 31, 2021 Weighted average remaining lease term (years) Operating leases 6.26 years Finance leases 1.94 years Weighted average discount rate Operating leases 9.42 % Finance leases 7.41 % |
Components of Lease Expense And Supplemental Cash Flow Information | The components of lease expense for the year ended December 31, 2021 were as follows: Fiscal Year Ended Operating lease cost $ 5,557 Short-term lease cost $ 609 Finance lease cost Amortization of ROU assets $ 1,233 Interest expense $ 130 Total lease cost 7,529 Supplemental cash flow information related to our leases are as follows: Fiscal Year Ended Cash paid for amounts included in the measurement of lease liabilities Operating cash flows for operating leases 5,787 Operating cash flows for finance leases 130 Financing cash flows for finance leases 1,278 |
Summary of Future Minimum Rental Payments | The following table presents the maturities of our lease liabilities under non-cancellable Fiscal year ended December 31, Operating Finance Total 2022 $ 5,375 $ 595 $ 5,970 2023 $ 5,445 $ 567 $ 6,012 2024 $ 5,370 $ 79 $ 5,449 2025 $ 5,291 $ — $ 5,291 2026 $ 5,380 $ — $ 5,380 Thereafter $ 8,092 $ — $ 8,092 Total lease payments $ 34,953 $ 1,241 $ 36,194 Less: Interest $ 8,906 $ 92 $ 8,998 Total lease liabilities $ 26,047 $ 1,150 $ 27,197 |
Schedule of Future Minimum Lease Payments under ASC 840 | The minimum future rental commitments under ASC 840 for non-cancelable Fiscal year ended December 31, Capital Leases Operating Leases 2021 $ 775 $ 7,543 2022 360 7,722 2023 298 7,905 2024 68 8,093 2025 — 8,285 Thereafter — 22,969 Total lease payments 1,501 62,517 Less: Interest (89 ) Present value of lease payments 1,412 Less: long-term portion (727 ) Current portion $ 685 |
Schedule of Future Minimum Lease Payments under ASC 840 | The minimum future rental commitments under ASC 840 for non-cancelable Fiscal year ended December 31, Capital Leases Operating Leases 2021 $ 775 $ 7,543 2022 360 7,722 2023 298 7,905 2024 68 8,093 2025 — 8,285 Thereafter — 22,969 Total lease payments 1,501 62,517 Less: Interest (89 ) Present value of lease payments 1,412 Less: long-term portion (727 ) Current portion $ 685 |
Debt (Tables)
Debt (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Debt Disclosure [Abstract] | ||
Summary of Debt | Debt outstanding consisted of the following (in thousands): Interest June 30, December 31, Term loan, due June 30, 2032 0 % $ 14,695 $ 15,430 Total debt 14,695 15,430 Debt, current 1,470 1,470 Debt, non-current $ 13,225 $ 13,960 | Debt outstanding consisted of the following (in thousands): Interest Rate - 2021 December 31, 2021 2020 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 1,470 247,248 Debt, non-current $ 13,960 $ 15,430 |
Schedule of Estimated Principal Payments on all Debt Outstanding | Principal payments on all debt outstanding as of June 30, 2022 are estimated as follows (in thousands): Year Ending December 31, Total 2022 (remaining six months) $ 735 2023 1,470 2024 1,470 2025 1,470 2026 1,470 Thereafter 8,080 Total $ 14,695 | Principal payments on all debt outstanding as of December 31, 2021 are estimated as follows (in thousands): Year Ending December 31, Total 2022 $ 1,470 2023 1,470 2024 1,470 2025 1,470 Thereafter 9,550 Total $ 15,430 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | Income (loss) before income taxes was as follows (in thousands): Year Ended December 31, 2021 2020 2019 Domestic $ (343,444 ) $ (250,042 ) $ (312,162 ) Foreign 74 356 104 Total $ (343,370 ) $ (249,686 ) $ (312,058 ) The components of the provision for income taxes were as follows (in thousands): Year Ended December 31, 2021 2020 2019 Current Income Tax Provision: Federal $ — $ — $ — State — — — Foreign 65 40 51 Total Current Provision for Income Taxes $ 65 $ 40 $ 51 Year Ended December 31, 2021 2020 2019 Deferred Income Tax (Benefit) Provision: Federal $ (349 ) $ — $ — State (108 ) — — Foreign — — — Total Deferred (Benefit) Provision for Income Taxes $ (457 ) $ — $ — Total (Benefit) Provision for Income Taxes $ (392 ) $ 40 $ 51 |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of the U.S. federal statutory income tax rate to the Company’s effective tax rate was as follows: Year Ended December 31, 2021 2020 2019 Tax at statutory rate 21.00 % 21.00 % 21.00 % State tax, net of federal benefit 0.04 % 0.05 % 0.05 % Permanent differences 1.16 % 0.53 % 1.51 % Stock-based compensation (0.18 )% (0.03 )% (0.33 )% Change in valuation allowance (22.17 )% (22.41 )% (15.04 )% Other 0.26 % 0.84 % (6.96 )% Total rate 0.11 % (0.02 )% 0.23 % |
Schedule of Deferred Tax Assets and Liabilities | The Company’s net deferred tax assets consisted of the following (in thousands): December 31, 2021 2020 Net operating loss carryforwards $ 393,967 $ 313,471 Intangibles 4,719 6,802 Research and development credits 7,221 5,636 Accruals and other reserves 18,386 16,007 Inventory reserve 10,415 21,239 Stock-based compensation 34,622 16,842 Lease liability 6,546 — Other 2,427 581 Deferred tax assets before valuation allowance 478,303 380,578 Valuation allowance (459,885 ) (367,930 ) Deferred tax assets after valuation allowance 18,418 12,648 Deferred tax liability on fixed assets (13,107 ) (12,648 ) Deferred tax liability on ROU Asset (5,311 ) — Net deferred tax assets $ — $ — |
Schedule of Unrecognized Tax Benefits Roll Forward | The following table summarizes the activity related to the Company’s gross unrecognized tax benefits (in thousands): Year Ended December 31, 2021 2020 2019 Balance at beginning of year $ 6,593 $ 4,829 $ 1,917 Decreases related to prior year tax positions — — — Increases related to prior year tax positions — — 988 Increases related to current year tax positions 1,764 1,764 1,924 Balance at end of year $ 8,357 $ 6,593 $ 4,829 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Stock by Class | As of December 31, 2020, the redeemable convertible preferred stock consisted of the following (in thousands, except for share amounts): Series Shares Authorized Shares Carry Value Liquidation Common Stock Issuable A 23,250 18,441 $ 166 $ 238 18,441 B 1,571,798 1,217,066 19,210 18,845 1,217,066 C 2,274,766 608,118 11,495 11,417 608,118 D 2,673,700 612,994 13,263 13,235 612,994 E 7,440,000 4,606,784 100,225 119,361 4,606,784 E-1 131,584 — — — — E-2 115,787 — — — — F 10,462,500 4,861,658 175,182 188,193 4,861,658 G 62,775,000 47,881,788 330,466 231,686 47,881,788 G-1 930,000 — — — — H 75,177,482 10,613,198 197,488 200,852 10,613,198 H-1 60,833,745 51,011,263 965,183 965,374 51,011,263 224,409,612 121,431,310 $ 1,812,678 $ 1,749,201 121,431,310 |
Stock Warrants (Tables)
Stock Warrants (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 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 Number of Number of Exercise Expiry Date August 2010—June 2011 Common stock (previously Series B redeemable convertible preferred stock) 46,498 46,498 $ 15.49 March 2023 August 2011—January 2012 Common stock (previously Series C redeemable convertible preferred stock) 53,256 53,256 18.78 March 2023 August 2012 Common stock (previously Series D redeemable convertible preferred stock) 45,388 45,388 21.60 March 2023 December 2013 Common stock (previously Series E redeemable convertible preferred stock) 63,296 63,296 25.91 March 2023 April 2015—April 2016 Common stock (previously Series F redeemable convertible preferred stock) 38,749 45,207 38.71 Through December April 2016—November 2018 Common stock (previously Series H redeemable convertible preferred stock) 1,135,391 1,135,391 18.93 Through 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 August 2023 August 2015 Common stock 12,916 12,916 11.62 December 2022 December 2018 Common stock 24,910 24,910 9.04 December 2028 August 2020 Common stock (Private Warrants) 366,666 366,666 11.50 Through March August 2020 Common stock (Public Warrants) 16,666,637 16,666,637 11.50 Through March December 2021 Common stock (in connection with the WorxWell acquisition) 1,000,000 1,000,000 $ 10.00 December 2031 Total stock warrants 21,305,462 21,311,920 | The following table summarizes the outstanding common stock warrants: Warrant issue date Types of shares Number of Number of Number of Exercise Price Expiry Date August 2010— June 2011 Common stock (previously Series B redeemable convertible preferred stock) 46,498 46,498 46,498 $ 15.49 March 2023 August 2011—January 2012 Common stock (previously Series C redeemable convertible preferred stock) 53,256 53,256 71,898 18.78 March 2023 August 2012 Common stock (previously Series D redeemable convertible preferred stock) 45,388 45,388 59,282 21.60 March 2023 December 2013 Common stock (previously Series E redeemable convertible preferred stock) 63,296 63,296 63,296 25.91 March 2023 April 2015—April 2016 Common stock (previously Series F redeemable convertible preferred stock) 45,207 161,457 161,457 38.71 Through April 2016—November 2018 Common stock (previously Series H redeemable convertible preferred stock) 1,135,391 1,135,391 1,135,395 18.93 Through Warrant issue date Types of shares Number of Number of Number of Exercise Price Expiry Date March 2017 Common stock (previously Series H redeemable convertible preferred stock) 1,849,431 1,849,431 1,849,431 12.91 March 2027 March 2014 Common stock 2,324 2,324 2,324 9.47 August 2023 August 2015 Common stock 12,916 12,916 12,916 11.62 December 2022 December 2018 Common stock 24,910 24,910 24,910 9.04 December 2028 August 2020 Common stock (Private Warrants) 366,666 — — 11.50 Through August 2020 Common stock (Public Warrants) 16,666,637 — — 11.50 Through December 2021 Common stock (in connection with the WorxWell acquisition) 1,000,000 — — 10.00 December 2031 Total stock warrants 21,311,920 3,394,867 3,427,407 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | ||
Summary of Stock Options Exercisable under CEO Incentive Plan | Tranche Option Shares (#) Average 60-day 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 | Tranche Option Shares (#) Average 60-day 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 2021 Plan (in thousands, except per share data and contractual term) for time vested options: Options Outstanding Number of Weighted- Weighted- Aggregate Balance as of December 31, 2021 27,582 $ 9.43 7.0 $ — Granted — — Exercised — — Canceled/forfeited (2,812 ) 9.41 Outstanding as of June 30, 2022 24,770 $ 9.44 6.5 $ — Options vested and expected to vest as of June 30, 2022 24,664 $ 9.44 6.5 $ — Exercisable as of June 30, 2022 20,243 $ 9.42 6.2 $ — 1 The aggregate intrinsic value is calculated as the difference between the market value of the Company’s common shares as of the relevant period end and the respective exercise prices of the options. The market value as of June 30, 2022 and December 31, 2021 was $1.62 and $3.91 per share, respectively, which is the closing sale price of View’s common shares on that day as reported by the Nasdaq Global Market. | The following table summarizes the activity under the 2021 Plan (in thousands, except per share data and contractual term) for time vested options: Options Outstanding Number of Weighted- Weighted- Aggregate 1 Outstanding as of December 31, 2020 1,071,605 $ 0.22 7.6 $ 20,564 Retroactive application of reverse recapitalization (1,046,690 ) Balance as of December 31, 2020, as converted 24,915 $ 9.32 7.6 $ 20,564 Options granted 5,000 10.00 Exercised (190 ) 9.04 Canceled/forfeited (2,143 ) 9.52 Outstanding as of December 31, 2021 27,582 $ 9.43 7.0 $ — Options vested and expected to vest as of December 31, 2021 27,167 $ 9.44 7.0 $ — Exercisable as of December 31, 2021 18,633 $ 9.42 6.5 $ — 1 The aggregate intrinsic value is calculated as the difference between the market value of the Company’s common shares as of the relevant period end and the respective exercise prices of the options. The market value as of December 31, 2021 was $3.91 per share, which is the closing sale price of View’s common shares on that day as reported by the Nasdaq Global Market. The market value as of December 31, 2020 was $9.89 per share, which is the fair value of View’s common stock as historically determined in accordance with the guidelines outlined in the American Institute of Certified Public Accountants Practice Aid, Valuation of Privately-Held-Company Equity Securities Issued as Compensation. |
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 six months ended June 30, 2022: Number of Weighted Outstanding as of December 31, 2021 11,643 $ 6.14 Granted — — Vested (32 ) 7.81 Canceled (811 ) $ 6.28 Outstanding as of June 30, 2022 10,800 $ 6.12 | The following table summarizes the activities for our outstanding RSUs under the Company’s 2021 Plan (in thousands, except per share data) during the fiscal year ended December 31, 2021: Number of Weighted Outstanding as of December 31, 2020 — $ — Granted 12,758 6.15 Vested (115 ) 7.39 Canceled (1,000 ) 6.12 Outstanding as of December 31, 2021 11,643 $ 6.14 |
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 and non-employees Six Months Ended Expected volatility 53.0 % Expected terms (in years) 6.0 Expected dividends 0 % Risk-free rate 1.07 % value of the Officer Options is determined using the Black-Scholes option-pricing model. The valuation models incorporated the following key assumptions: CEO Officer Officer 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 | The estimated grant date fair values of the Company’s time vested stock options granted to employees and non-employees Fiscal year ended December 31, 2021 2020 2019 Expected volatility 53.0% 70% 49%-70% Expected terms (in years) 6.0 5.4-6.7 5.6-6.7 Expected dividends 0% 0% 0% Risk-free rate 1.07% 0.4%-1.5% 1.5%-2.5% CEO Option Officer Officer 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 Six Months Ended 2022 2021 2022 2021 Cost of revenue $ 345 $ 1,297 $ 708 $ 2,175 Research and development 1,486 2,628 1,555 3,543 Selling, general, and administrative 16,310 18,349 33,346 27,019 Total $ 18,141 $ 22,274 $ 35,609 $ 32,737 | The Company’s stock-based compensation included in its consolidated statements of comprehensive loss was as follows (in thousands): Fiscal year ended December 31, 2021 2020 2019 Cost of revenue $ 4,930 $ 2,240 $ 3,084 Research and development 8,725 4,438 4,113 Selling, general, and administrative 59,965 22,254 21,879 Total $ 73,620 $ 28,932 $ 29,076 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 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 June 30, Six Months Ended June 30, 2022 2021 2022 2021 Net loss $ (82,886 ) $ (95,720 ) $ (165,258 ) $ (169,755 ) Weighted-average shares outstanding, basic and diluted 214,253,209 212,116,112 214,242,768 134,240,831 Net loss per share, basic and diluted $ (0.39 ) $ (0.45 ) $ (0.77 ) $ (1.26 ) | The following table sets forth the computation of basic and diluted net loss per share (in thousands, except share and per share data): Fiscal year ended December 31, 2021 2020 2019 Net loss $ (342,978 ) $ (249,726 ) $ (312,109 ) Weighted-average shares outstanding, basic and diluted 173,692,582 1,678,098 1,571,045 Net loss per share, basic and diluted $ (1.97 ) $ (148.81 ) $ (198.66 ) |
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: June 30, 2022 2021 Stock options to purchase common stock 24,770,305 29,587,210 Unvested restricted stock units — 257,625 Warrants to purchase common stock 21,305,462 20,311,920 Total 46,075,767 50,156,755 | 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: 2021 December 31, 2020 2019 Stock options to purchase common stock 27,582,170 24,914,801 26,777,351 Unvested restricted stock units 142,652 — — Warrants to purchase common stock 21,311,920 40,150 40,150 Redeemable convertible preferred stock (on an if-converted — 121,431,310 121,435,487 Warrants to purchase redeemable convertible preferred stock (on an if-converted — 3,354,717 3,387,257 Total 49,036,742 149,740,978 151,640,245 |
Schedule of Valuation and Qua_2
Schedule of Valuation and Qualifying Accounts (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
Schedule of Valuation and Qualifying Accounts | Schedule of Valuation and Qualifying accounts Allowance for Credit Losses Balance at Costs and Deductions 1 Balance at End Fiscal year ended December 31, 2021 $ 224 $ 464 $ — $ 689 Fiscal year ended December 31, 2020 $ 200 $ 178 $ (154 ) $ 224 Fiscal year ended December 31, 2019 $ 287 $ 180 $ (267 ) $ 200 1 Represents uncollectible accounts charged against the allowance for credit losses, net of recoveries. |
Organization and Summary of S_4
Organization and Summary of Significant Accounting Policies - Liquidity and Going Concern (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||
Mar. 08, 2021 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Product Information [Line Items] | |||||||||||
Repayments of other debt obligations | $ 735 | $ 0 | $ 0 | $ 1,714 | $ 44,750 | ||||||
Charges associated with the mergers | $ 43,900 | ||||||||||
Total stockholders' deficit | $ (349,689) | $ (414,434) | $ (604,527) | $ (677,942) | (349,689) | (604,527) | (479,338) | 1,824,564 | 1,604,271 | $ 1,321,981 | |
Net loss | 82,886 | 82,372 | 95,720 | 74,035 | 165,258 | 169,755 | 342,978 | 249,726 | 312,109 | ||
Negative cash flows from operations | 153,248 | 125,168 | 261,313 | 165,690 | 234,015 | ||||||
Cash and cash equivalents | 111,242 | 200,500 | 111,242 | 281,081 | 63,232 | ||||||
Reverse Recapitalization | |||||||||||
Product Information [Line Items] | |||||||||||
Charges associated with the mergers | 43,900 | ||||||||||
Principal And Interest | |||||||||||
Product Information [Line Items] | |||||||||||
Repayments of other debt obligations | 276,800 | ||||||||||
Interest | |||||||||||
Product Information [Line Items] | |||||||||||
Repayments of other debt obligations | $ 26,800 | ||||||||||
Accumulated Deficit | |||||||||||
Product Information [Line Items] | |||||||||||
Total stockholders' deficit | 2,422,589 | 2,339,703 | 2,084,108 | 1,988,388 | $ 2,422,589 | $ 2,084,108 | 2,257,331 | 1,914,353 | 1,664,627 | $ 1,352,518 | |
Net loss | $ 82,886 | $ 82,372 | $ 95,720 | $ 74,035 | $ 342,978 | $ 249,726 | $ 312,109 |
Organization and Summary of S_5
Organization and Summary of Significant Accounting Policies - Organization (Details) $ in Thousands | 6 Months Ended | 12 Months Ended | ||||
Mar. 08, 2021 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2019 USD ($) | |
Product Information [Line Items] | ||||||
Charges associated with the mergers | $ 43,900 | |||||
Repayments of other debt obligations | $ 735 | $ 0 | $ 0 | $ 1,714 | $ 44,750 | |
Common Class A | ||||||
Product Information [Line Items] | ||||||
Share exchange ratio | 0.02325 | |||||
Principal And Interest | ||||||
Product Information [Line Items] | ||||||
Repayments of other debt obligations | $ 276,800 | |||||
Interest | ||||||
Product Information [Line Items] | ||||||
Repayments of other debt obligations | 26,800 | |||||
Reverse Recapitalization | ||||||
Product Information [Line Items] | ||||||
Net proceeds | 771,300 | |||||
Charges associated with the mergers | $ 43,900 |
Organization and Summary of S_6
Organization and Summary of Significant Accounting Policies - Concentration Risk (Details) | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue Benchmark | Supplier Concentration Risk | Supplier One | |||||
Concentration Risk [Line Items] | |||||
Concentration risk percentage | 34.50% | 34% | 42.80% | 42.60% | |
Cost of Goods and Service Benchmark | Supplier Concentration Risk | Supplier One | |||||
Concentration Risk [Line Items] | |||||
Concentration risk percentage | 20% | ||||
Cost of Goods and Service Benchmark | Supplier Concentration Risk | Supplier Two | |||||
Concentration Risk [Line Items] | |||||
Concentration risk percentage | 19.10% | ||||
Cost of Goods and Service Benchmark | Supplier Concentration Risk | Supplier Three | |||||
Concentration Risk [Line Items] | |||||
Concentration risk percentage | 14.20% | ||||
Customer One | Revenue Benchmark | Customer Concentration Risk | |||||
Concentration Risk [Line Items] | |||||
Concentration risk percentage | 16.90% | 16.50% | |||
Customer One | Accounts Receivable | Customer Concentration Risk | |||||
Concentration Risk [Line Items] | |||||
Concentration risk percentage | 16.10% | 15.20% | |||
Customer Two | Revenue Benchmark | Customer Concentration Risk | |||||
Concentration Risk [Line Items] | |||||
Concentration risk percentage | 16.60% | 11.80% | |||
Customer Two | Accounts Receivable | Customer Concentration Risk | |||||
Concentration Risk [Line Items] | |||||
Concentration risk percentage | 12.90% | 13.30% | |||
Customer Three | Revenue Benchmark | Customer Concentration Risk | |||||
Concentration Risk [Line Items] | |||||
Concentration risk percentage | 10.10% | ||||
Customer Three | Accounts Receivable | Customer Concentration Risk | |||||
Concentration Risk [Line Items] | |||||
Concentration risk percentage | 11.80% | 12.80% | |||
Three Customers | Accounts Receivable | Customer Concentration Risk | |||||
Concentration Risk [Line Items] | |||||
Concentration risk percentage | 40.80% | ||||
Four Customers | Accounts Receivable | Customer Concentration Risk | |||||
Concentration Risk [Line Items] | |||||
Concentration risk percentage | 53% | ||||
Customer Four | Accounts Receivable | Customer Concentration Risk | |||||
Concentration Risk [Line Items] | |||||
Concentration risk percentage | 11.80% | ||||
Two Customers | Revenue Benchmark | Customer Concentration Risk | |||||
Concentration Risk [Line Items] | |||||
Concentration risk percentage | 24% | 24% | |||
One Customer | Revenue Benchmark | Customer Concentration Risk | |||||
Concentration Risk [Line Items] | |||||
Concentration risk percentage | 10.20% | 11.20% | |||
One Customer | Accounts Receivable | Customer Concentration Risk | |||||
Concentration Risk [Line Items] | |||||
Concentration risk percentage | 23.60% |
Organization and Summary of S_7
Organization and Summary of Significant Accounting Policies - Accounts Receivable, net (Details) - USD ($) $ in Millions | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Allowance for doubtful accounts | $ 0.5 | $ 0.7 | $ 0.2 |
Organization and Summary of S_8
Organization and Summary of Significant Accounting Policies - Contract Assets and Liabilities (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Retainage | $ 2,600,000 | $ 0 |
Other contract assets | $ 9,600,000 | $ 1,200,000 |
Organization and Summary of S_9
Organization and Summary of Significant Accounting Policies - Inventories (Details) - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||
Inventory reserves | $ 12.2 | $ 6.1 | $ 10.4 | $ 11.2 | $ 22.4 |
Organization and Summary of _10
Organization and Summary of Significant Accounting Policies - Property and Equipment, net (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | |||
Loss on assets no longer in service with no alternative use | $ 15.5 | $ 1.1 | $ 3.9 |
Research and development | |||
Property, Plant and Equipment [Line Items] | |||
Loss on assets no longer in service with no alternative use | 0.7 | $ 3.9 | |
Cost of revenue | |||
Property, Plant and Equipment [Line Items] | |||
Loss on assets no longer in service with no alternative use | (0.9) | 0.1 | |
Selling, general, and administrative | |||
Property, Plant and Equipment [Line Items] | |||
Loss on assets no longer in service with no alternative use | $ 0.2 | $ 0.3 | |
Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful lives | 15 years | ||
Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful lives | 2 years | ||
Assets Not In Use And Disposed Of | |||
Property, Plant and Equipment [Line Items] | |||
Loss on assets no longer in service with no alternative use | $ 1.1 | ||
Assets Disposed Of | Research and development | |||
Property, Plant and Equipment [Line Items] | |||
Loss on assets no longer in service with no alternative use | $ 14.4 |
Organization and Summary of _11
Organization and Summary of Significant Accounting Policies - Internal Use Software (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Software Development | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 5 years |
Organization and Summary of _12
Organization and Summary of Significant Accounting Policies - Impairment of Long-Lived Assets (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||
Asset Impairment Charges | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Organization and Summary of _13
Organization and Summary of Significant Accounting Policies - Goodwill and Other Intangible Assets (Details) | 6 Months Ended | 12 Months Ended | ||||||
Dec. 01, 2021 USD ($) $ / shares shares | Jul. 07, 2021 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) acquisition | Dec. 31, 2020 USD ($) | Dec. 31, 2019 USD ($) | Mar. 07, 2021 $ / shares | |
Business Acquisition [Line Items] | ||||||||
Number of acquisitions | acquisition | 2 | |||||||
Goodwill | $ 8,997,000 | $ 0 | ||||||
Exercise price per warrant (in dollars per share) | $ / shares | $ 11.5 | |||||||
Impairment of long-lived assets | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |||
Maximum | ||||||||
Business Acquisition [Line Items] | ||||||||
Estimated useful lives | 6 years | |||||||
Minimum | ||||||||
Business Acquisition [Line Items] | ||||||||
Estimated useful lives | 1 year | |||||||
IoTium | ||||||||
Business Acquisition [Line Items] | ||||||||
Goodwill | $ 3,700,000 | |||||||
Business acquisition, percentage of voting interests acquired | 100% | |||||||
Deferred consideration | $ 1,100,000 | |||||||
Business combination, consideration transferred | 7,000,000 | |||||||
Payments to acquire businesses, gross | 4,900,000 | |||||||
Non-cash consideration transferred | 1,000,000 | |||||||
Intangible assets acquired | $ 5,100,000 | |||||||
WorxWell | ||||||||
Business Acquisition [Line Items] | ||||||||
Goodwill | $ 4,900,000 | |||||||
Business combination, consideration transferred | 7,200,000 | |||||||
Intangible assets acquired | $ 2,200,000 | |||||||
Business combination, consideration transferred, equity interests issued and issuable, common stock closing price trailing average period | 60 days | |||||||
Business combination, consideration transferred, equity interests issued and issuable, common stock closing price trailing average (in dollars per share) | $ / shares | $ 50 | |||||||
WorxWell | Common Stock Warrants [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Business acquisition, equity interest issued or issuable, number of shares (in shares) | shares | 1,000,000 | |||||||
Business combination, consideration transferred, equity interests issued and issuable | $ 1,600,000 | |||||||
WorxWell | Common Stock | ||||||||
Business Acquisition [Line Items] | ||||||||
Exercise price per warrant (in dollars per share) | $ / shares | $ 10 | |||||||
Business acquisition, equity interest issued or issuable, number of shares (in shares) | shares | 2,000,000 | |||||||
Business combination, consideration transferred, equity interests issued and issuable | $ 5,600,000 |
Organization and Summary of _14
Organization and Summary of Significant Accounting Policies - Product Warranties (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Product Warranty Liability [Line Items] | |||
Standard product warranty accrual | $ 39,508 | $ 42,256 | $ 47,678 |
Movement in Standard Product Warranty Accrual [Roll Forward] | |||
Beginning balance | 42,256 | 47,678 | 53,296 |
Accruals for warranties issued | 896 | 1,551 | 1,304 |
Changes to estimates of volume and costs | 0 | 1,234 | (1,002) |
Settlements made | (3,644) | (8,207) | (5,920) |
Ending balance | 39,508 | 42,256 | 47,678 |
Warranty liability, current, beginning balance | 8,868 | 8,864 | 8,038 |
Warranty liability, noncurrent, beginning balance | 33,388 | 38,814 | 45,258 |
Warranty liability, current, ending balance | 8,576 | 8,868 | 8,864 |
Warranty liability, noncurrent, ending balance | 30,932 | 33,388 | 38,814 |
IGU | |||
Product Warranty Liability [Line Items] | |||
Standard product warranty accrual | $ 33,800 | $ 36,200 | 42,100 |
Standard product warranty term | 10 years | 10 years | |
Movement in Standard Product Warranty Accrual [Roll Forward] | |||
Beginning balance | $ 36,200 | $ 42,100 | |
Ending balance | $ 33,800 | $ 36,200 | 42,100 |
IGUS With Sloped Or Laminated Glass | Maximum | |||
Product Warranty Liability [Line Items] | |||
Standard product warranty term | 10 years | 10 years | |
IGUS With Sloped Or Laminated Glass | Minimum | |||
Product Warranty Liability [Line Items] | |||
Standard product warranty term | 5 years | 5 years | |
Control System Associated With The Sale Of IGUS | |||
Product Warranty Liability [Line Items] | |||
Standard product warranty term | 5 years | 5 years | |
Accrued expenses and other current liabilities | |||
Product Warranty Liability [Line Items] | |||
Standard product warranty accrual | $ 700 | 800 | |
Movement in Standard Product Warranty Accrual [Roll Forward] | |||
Beginning balance | $ 700 | 800 | |
Ending balance | 700 | 800 | |
Other Liabilities | |||
Product Warranty Liability [Line Items] | |||
Standard product warranty accrual | 5,100 | 2,700 | |
Movement in Standard Product Warranty Accrual [Roll Forward] | |||
Beginning balance | 5,100 | 2,700 | 0 |
Ending balance | 5,100 | 2,700 | |
Standard Assurance Warranty [Member] | |||
Product Warranty Liability [Line Items] | |||
Standard product warranty accrual | 5,700 | 6,100 | 5,500 |
Movement in Standard Product Warranty Accrual [Roll Forward] | |||
Beginning balance | 6,100 | 5,500 | |
Ending balance | $ 5,700 | $ 6,100 | $ 5,500 |
Organization and Summary of _15
Organization and Summary of Significant Accounting Policies - Revenue Recognition (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Contract loss accruals | $ 34,400,000 | $ 0 | $ 0 | |
Contract losses for work not completed | $ 14,200,000 | $ 20,700,000 |
Organization and Summary of _16
Organization and Summary of Significant Accounting Policies - Advertising Cost (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Advertising and promotion expenses | $ 1.7 | $ 1 | $ 5 |
Organization and Summary of _17
Organization and Summary of Significant Accounting Policies - Stock-Based Compensation (Details) - shares | 6 Months Ended | 12 Months Ended | ||
Mar. 08, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options granted (in shares) | 0 | 5,000,000 | ||
Non Qualified Stock Option Awards | Chief Executive Officer | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options granted (in shares) | 25,000,000 | 25,000,000 | 25,000,000 | |
Unvested restricted stock units | Officer | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share based compensation by share based payment arrangement equity instruments other than granted during the period (in shares) | 12,500,000 | 10,800,000 | 12,500,000 | 11,500,000 |
2021 Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share based payment arrangement number of options available to purchase (in shares) | 58,631,907 | |||
2021 Plan | Officer Options | Common Class A | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share based payment arrangement number of options available to purchase (in shares) | 5,000,000 | |||
2021 Plan | Unvested restricted stock units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share based compensation by share based payment arrangement equity instruments other than granted during the period (in shares) | 0 | 12,758,000 |
Organization and Summary of _18
Organization and Summary of Significant Accounting Policies - Sponsor Earn-Out Liability (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Mar. 08, 2021 | Dec. 31, 2021 | Jun. 30, 2022 | Dec. 31, 2020 | |
Product Information [Line Items] | ||||
Earn out shares subject to vesting and potential forfeiture (in shares) | 4,970,000 | 4,970,000 | 4,970,000 | |
Earnout shares period of vesting | 5 years | |||
Share price (in dollars per share) | $ 3.91 | $ 1.62 | ||
Sponsor earn-out liability, non-current | $ 26,400 | $ 7,624 | $ 1,485 | $ 0 |
Gain on fair value change in sponsor earnout liability | $ 18,800 | |||
Earnout Triggering Event One | ||||
Product Information [Line Items] | ||||
Share price (in dollars per share) | $ 12.5 | |||
Percentage of the earnout shares releasable | 50% | |||
Number of trading days | 5 days | |||
Number of consecutive trading days | 10 days | |||
Earnout Triggering Event Two | ||||
Product Information [Line Items] | ||||
Share price (in dollars per share) | $ 15 | |||
Percentage of the earnout shares releasable | 25% | |||
Number of trading days | 5 days | |||
Number of consecutive trading days | 10 days | |||
Earnout Triggering Event Three | ||||
Product Information [Line Items] | ||||
Share price (in dollars per share) | $ 20 | |||
Percentage of the earnout shares releasable | 25% | |||
Number of trading days | 5 days | |||
Number of consecutive trading days | 10 days |
Organization and Summary of _19
Organization and Summary of Significant Accounting Policies - Public and Private Warrants (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 08, 2021 | Mar. 07, 2021 | |
Class of Warrant or Right [Line Items] | |||
Class of warrants or rights number of securities called by each warrant or right (in shares) | 1 | ||
Exercise price per warrant (in dollars per share) | $ 11.5 | ||
Warrants or rights outstanding | $ 0.6 | ||
PublicWarrants [Member] | |||
Class of Warrant or Right [Line Items] | |||
Exercise price per warrant (in dollars per share) | $ 11.5 | ||
Class of warrants or rights maturity (in shares) | 16,666,637 | ||
Terminating initial public offering term | 5 years | ||
PrivateWarrants [Member] | |||
Class of Warrant or Right [Line Items] | |||
Class of warrants or rights maturity (in shares) | 366,666 | ||
Terminating initial public offering term | 5 years |
Organization and Summary of _20
Organization and Summary of Significant Accounting Policies - Employee Benefit Plan (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Employee salary deferral, matching contribution percentage | 50% | ||
Matching percentage of employee's eligible earnings, percentage | 3% | ||
Matching contribution for the period, amount | $ 1.7 | $ 1.5 | $ 1.8 |
Organization and Summary of _21
Organization and Summary of Significant Accounting Policies - Segment Reporting (Details) - segment | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Number of reportable segments | 1 | |
Number of operating segments | 1 | 1 |
Organization and Summary of _22
Organization and Summary of Significant Accounting Policies - Deferred Transaction Costs (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Deferred transaction costs | $ 0 | $ 0 |
Organization and Summary of _23
Organization and Summary of Significant Accounting Policies - Recent Accounting Pronouncements (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Jan. 01, 2021 | Dec. 31, 2020 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Right-of-use assets | $ 19,841 | $ 21,178 | ||
Lease liabilities | $ 21,346 | 22,997 | $ 0 | |
Noncurrent operating lease liabilities | 1,163 | |||
Noncurrent finance lease liabilities | $ 619 | |||
Accounting Standards Update 2016-02 [Member] | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Right-of-use assets | $ 23,700 | |||
Lease liabilities | 28,800 | |||
Noncurrent operating lease liabilities | 1,800 | |||
Noncurrent finance lease liabilities | 1,800 | |||
Total lease liabilities | $ 5,100 |
Restatement of Previously Iss_3
Restatement of Previously Issued Financial Statements - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||
Total liabilities | $ 161,866 | $ 161,866 | $ 199,728 | $ 402,033 | ||||||
Net loss | 82,886 | $ 82,372 | $ 95,720 | $ 74,035 | 165,258 | $ 169,755 | 342,978 | 249,726 | $ 312,109 | |
Cost of revenue | 39,531 | $ 49,610 | 80,093 | $ 85,789 | 194,714 | 120,634 | 203,732 | |||
Accumulated deficit | $ 2,422,589 | $ 2,422,589 | $ 2,257,331 | 1,914,353 | ||||||
Investigation Adjustments | ||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||
Total liabilities | 24,962 | |||||||||
Net loss | (3,054) | 20,866 | $ 1,100 | |||||||
Cost of revenue | (3,054) | $ 20,866 | ||||||||
Accumulated deficit | $ 24,962 | $ 7,100 |
Restatement of Previously Iss_4
Restatement of Previously Issued Financial Statements - Balance Sheets (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Current assets: | |||||||||
Cash and cash equivalents | $ 111,242 | $ 200,500 | $ 281,081 | $ 63,232 | |||||
Accounts receivable, net of allowances | 31,012 | 30,605 | 12,252 | ||||||
Inventories | 17,118 | 10,267 | 6,483 | ||||||
Prepaid expenses and other current assets | 24,082 | 21,579 | 6,213 | ||||||
Total current assets | 183,454 | 343,532 | 88,180 | ||||||
Property and equipment, net | 265,482 | 268,401 | 282,560 | ||||||
Restricted cash | 16,459 | 16,462 | 10,461 | ||||||
Deposits with supplier | 7,566 | 1,084 | |||||||
Other assets | 26,319 | 21,927 | 7,862 | ||||||
Total assets | 511,555 | 679,066 | 390,147 | ||||||
Current liabilities: | |||||||||
Accounts payable | 9,538 | 24,186 | 14,562 | ||||||
Accrued expenses and other current liabilities | 56,508 | 57,986 | 42,150 | ||||||
Accrued compensation | 9,516 | 9,508 | 10,827 | ||||||
Deferred revenue | 7,904 | 11,460 | 2,649 | ||||||
Debt, current | 1,470 | 1,470 | 247,248 | ||||||
Total current liabilities | 83,466 | 104,610 | 317,436 | ||||||
Debt, non-current | 13,225 | 13,960 | 15,430 | ||||||
Redeemable convertible preferred stock warrant liability | 0 | 12,323 | |||||||
Other liabilities | 42,344 | 50,537 | 56,844 | ||||||
Total liabilities | 161,866 | 199,728 | 402,033 | ||||||
Redeemable convertible preferred stock | 0 | $ 0 | 1,812,678 | $ 1,812,724 | $ 1,512,915 | ||||
Stockholders' equity (deficit): | |||||||||
Additional paid-in capital | 2,772,256 | 2,736,647 | 89,789 | ||||||
Accumulated deficit | (2,422,589) | (2,257,331) | (1,914,353) | ||||||
Total stockholders' equity | 349,689 | $ 414,434 | 479,338 | $ 604,527 | $ 677,942 | (1,824,564) | $ (1,604,271) | (1,321,981) | |
Total liabilities and stockholders' equity | $ 511,555 | 679,066 | 390,147 | ||||||
Previously Reported [Member] | |||||||||
Current assets: | |||||||||
Cash and cash equivalents | 63,232 | ||||||||
Accounts receivable, net of allowances | 12,252 | ||||||||
Inventories | 6,483 | ||||||||
Prepaid expenses and other current assets | 6,881 | ||||||||
Total current assets | 88,848 | ||||||||
Property and equipment, net | 282,560 | ||||||||
Restricted cash | 10,461 | ||||||||
Deposits with supplier | 1,084 | ||||||||
Other assets | 29,493 | 7,862 | |||||||
Total assets | 390,815 | ||||||||
Current liabilities: | |||||||||
Accounts payable | 14,562 | ||||||||
Accrued expenses and other current liabilities | $ 59,456 | 36,480 | |||||||
Accrued compensation | 14,665 | ||||||||
Deferred revenue | 2,111 | ||||||||
Debt, current | 247,248 | ||||||||
Total current liabilities | 315,066 | ||||||||
Debt, non-current | 15,430 | ||||||||
Redeemable convertible preferred stock warrant liability | 12,323 | ||||||||
Other liabilities | 36,731 | ||||||||
Total liabilities | 379,550 | ||||||||
Redeemable convertible preferred stock | 1,812,678 | 1,512,915 | |||||||
Stockholders' equity (deficit): | |||||||||
Additional paid-in capital | 89,789 | ||||||||
Accumulated deficit | (1,891,202) | ||||||||
Total stockholders' equity | (1,801,413) | (1,321,981) | |||||||
Total liabilities and stockholders' equity | 390,815 | ||||||||
Revision of Prior Period, Error Correction, Adjustment [Member] | |||||||||
Current assets: | |||||||||
Cash and cash equivalents | 0 | ||||||||
Accounts receivable, net of allowances | 0 | ||||||||
Inventories | 0 | ||||||||
Prepaid expenses and other current assets | 0 | ||||||||
Total current assets | 0 | ||||||||
Property and equipment, net | 0 | ||||||||
Restricted cash | 0 | ||||||||
Deposits with supplier | 0 | ||||||||
Other assets | 0 | ||||||||
Total assets | 0 | ||||||||
Current liabilities: | |||||||||
Accounts payable | 0 | ||||||||
Accrued expenses and other current liabilities | 4,849 | ||||||||
Accrued compensation | 0 | ||||||||
Deferred revenue | 0 | ||||||||
Debt, current | 0 | ||||||||
Total current liabilities | 4,849 | ||||||||
Debt, non-current | 0 | ||||||||
Redeemable convertible preferred stock warrant liability | 0 | ||||||||
Other liabilities | 20,113 | ||||||||
Total liabilities | 24,962 | ||||||||
Redeemable convertible preferred stock | 0 | ||||||||
Stockholders' equity (deficit): | |||||||||
Additional paid-in capital | 0 | ||||||||
Accumulated deficit | (24,962) | $ (7,100) | |||||||
Total stockholders' equity | (24,962) | ||||||||
Total liabilities and stockholders' equity | 0 | ||||||||
Revision of Prior Period, Reclassification, Adjustment [Member] | |||||||||
Current assets: | |||||||||
Cash and cash equivalents | 0 | ||||||||
Accounts receivable, net of allowances | 0 | ||||||||
Inventories | 0 | ||||||||
Prepaid expenses and other current assets | [1],[2] | (668) | |||||||
Total current assets | (668) | ||||||||
Property and equipment, net | 0 | ||||||||
Restricted cash | 0 | ||||||||
Deposits with supplier | 0 | ||||||||
Other assets | 0 | ||||||||
Total assets | (668) | ||||||||
Current liabilities: | |||||||||
Accounts payable | 0 | ||||||||
Accrued expenses and other current liabilities | [3] | 821 | |||||||
Accrued compensation | [2] | (3,838) | |||||||
Deferred revenue | [4] | 538 | |||||||
Debt, current | 0 | ||||||||
Total current liabilities | (2,479) | ||||||||
Debt, non-current | 0 | ||||||||
Redeemable convertible preferred stock warrant liability | 0 | ||||||||
Other liabilities | 0 | ||||||||
Total liabilities | (2,479) | ||||||||
Redeemable convertible preferred stock | 0 | ||||||||
Stockholders' equity (deficit): | |||||||||
Additional paid-in capital | 0 | ||||||||
Accumulated deficit | 1,811 | ||||||||
Total stockholders' equity | 1,811 | ||||||||
Total liabilities and stockholders' equity | $ (668) | ||||||||
[1]certain income statement and balance sheet misclassifications, as well as other immaterial misstatements.[2]timing of the recognition of commissions expense due to contractual service requirements necessary to earn such commission[3]the misstatement of liabilities associated with performance obligations promised to customers in connection with IGU failures; and[4]timing differences resulting from performance obligations associated with certain revenue contracts that were not initially identified and deferred over the period earned |
Restatement of Previously Iss_5
Restatement of Previously Issued Financial Statements - Consolidated Statements of Comprehensive Loss (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||
Mar. 08, 2021 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||
Revenue | $ 16,316 | $ 16,926 | $ 33,328 | $ 26,695 | $ 74,007 | $ 32,926 | $ 23,955 | ||||
Costs and expenses: | |||||||||||
Cost of revenue | 39,531 | 49,610 | 80,093 | 85,789 | 194,714 | 120,634 | 203,732 | ||||
Research and development | 20,908 | 21,040 | 40,603 | 37,610 | 93,477 | 68,822 | 74,850 | ||||
Selling, general, and administrative | 40,755 | 34,633 | 83,714 | 56,333 | 131,214 | 73,958 | 73,530 | ||||
Income from legal settlement | 0 | 0 | (22,500) | ||||||||
Total costs and expenses | 101,194 | 105,283 | 204,410 | 179,732 | 419,405 | 263,414 | 329,612 | ||||
Loss from operations | (84,878) | (88,357) | (171,082) | (153,037) | (345,398) | (230,488) | (305,657) | ||||
Interest and other expense (income), net | |||||||||||
Interest income | 499 | 5,591 | |||||||||
Interest expense | (26,820) | (10,594) | |||||||||
Other expense, net | (187) | 4,978 | 141 | 6,420 | (6,355) | (32) | (108) | ||||
Gain (loss) on fair value change, net | (1,904) | 2,065 | (6,285) | (5,348) | 24,290 | 7,155 | 1,750 | ||||
Loss on extinguishment of debt | $ (10,000) | 0 | (10,018) | (10,018) | 0 | (3,040) | |||||
Interest and other income (expense), net | (2,022) | 7,359 | (5,878) | 16,709 | 2,028 | (19,198) | (6,401) | ||||
Loss before benefit (provision) of income taxes | (82,856) | (95,716) | (165,204) | (169,746) | (343,370) | (249,686) | (312,058) | ||||
Benefit (provision) for income taxes | (30) | (4) | (54) | (9) | 392 | (40) | (51) | ||||
Net and comprehensive loss | $ (82,886) | $ (82,372) | $ (95,720) | $ (74,035) | $ (165,258) | $ (169,755) | $ (342,978) | (249,726) | (312,109) | ||
Net and comprehensive loss | $ (249,726) | $ (312,109) | |||||||||
Net loss per share, basic (in shares) | $ (0.39) | $ (0.45) | $ (0.77) | $ (1.26) | $ (1.97) | $ (148.81) | $ (198.66) | ||||
Net loss per share, diluted (in shares) | $ (0.39) | $ (0.45) | $ (0.77) | $ (1.26) | $ (1.97) | $ (148.81) | $ (198.66) | ||||
Weighted-average shares used in calculation of net loss per share, diluted (in dollars per share) | 214,253,209 | 212,116,112 | 214,242,768 | 134,240,831 | 173,692,582 | 1,678,098 | 1,571,045 | ||||
Weighted-average shares used in calculation of net loss per share, basic (in dollars per share) | 214,253,209 | 212,116,112 | 214,242,768 | 134,240,831 | 173,692,582 | 1,678,098 | 1,571,045 | ||||
Previously Reported [Member] | |||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||
Revenue | $ 32,302 | $ 24,324 | |||||||||
Costs and expenses: | |||||||||||
Cost of revenue | 123,110 | 179,675 | |||||||||
Research and development | 69,491 | 77,696 | |||||||||
Selling, general, and administrative | 77,445 | 72,905 | |||||||||
Income from legal settlement | (22,500) | ||||||||||
Total costs and expenses | 270,046 | 307,776 | |||||||||
Loss from operations | (237,744) | (283,452) | |||||||||
Interest and other expense (income), net | |||||||||||
Interest income | 499 | 5,591 | |||||||||
Interest expense | (26,820) | (10,594) | |||||||||
Other expense, net | (32) | (108) | |||||||||
Gain (loss) on fair value change, net | 7,155 | 1,750 | |||||||||
Loss on extinguishment of debt | (3,040) | ||||||||||
Interest and other income (expense), net | (19,198) | (6,401) | |||||||||
Loss before benefit (provision) of income taxes | (256,942) | (289,853) | |||||||||
Benefit (provision) for income taxes | (40) | (51) | |||||||||
Net and comprehensive loss | (256,982) | (289,904) | |||||||||
Net and comprehensive loss | $ (256,982) | $ (289,904) | |||||||||
Net loss per share, basic (in shares) | $ (153.14) | $ (184.53) | |||||||||
Net loss per share, diluted (in shares) | $ (153.14) | $ (184.53) | |||||||||
Weighted-average shares used in calculation of net loss per share, diluted (in dollars per share) | 1,678,098 | 1,571,045 | |||||||||
Weighted-average shares used in calculation of net loss per share, basic (in dollars per share) | 1,678,098 | 1,571,045 | |||||||||
Revision of Prior Period, Error Correction, Adjustment [Member] | |||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||
Revenue | $ 0 | $ 0 | |||||||||
Costs and expenses: | |||||||||||
Cost of revenue | (3,054) | 20,866 | |||||||||
Research and development | 0 | 0 | |||||||||
Selling, general, and administrative | 0 | 0 | |||||||||
Income from legal settlement | 0 | ||||||||||
Total costs and expenses | (3,054) | 20,866 | |||||||||
Loss from operations | 3,054 | (20,866) | |||||||||
Interest and other expense (income), net | |||||||||||
Interest income | 0 | 0 | |||||||||
Interest expense | 0 | 0 | |||||||||
Other expense, net | 0 | 0 | |||||||||
Gain (loss) on fair value change, net | 0 | 0 | |||||||||
Loss on extinguishment of debt | 0 | ||||||||||
Interest and other income (expense), net | 0 | 0 | |||||||||
Loss before benefit (provision) of income taxes | 3,054 | (20,866) | |||||||||
Benefit (provision) for income taxes | 0 | 0 | |||||||||
Net and comprehensive loss | 3,054 | (20,866) | $ (1,100) | ||||||||
Net and comprehensive loss | $ 3,054 | $ (20,866) | |||||||||
Net loss per share, basic (in shares) | $ 1.82 | $ (13.28) | |||||||||
Net loss per share, diluted (in shares) | $ 1.82 | $ (13.28) | |||||||||
Weighted-average shares used in calculation of net loss per share, diluted (in dollars per share) | 0 | 0 | |||||||||
Weighted-average shares used in calculation of net loss per share, basic (in dollars per share) | 0 | 0 | |||||||||
Revision of Prior Period, Reclassification, Adjustment [Member] | |||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||
Revenue | $ 624 | $ (369) | |||||||||
Costs and expenses: | |||||||||||
Cost of revenue | 578 | 3,191 | |||||||||
Research and development | (669) | (2,846) | |||||||||
Selling, general, and administrative | (3,487) | 625 | |||||||||
Income from legal settlement | 0 | ||||||||||
Total costs and expenses | (3,578) | 970 | |||||||||
Loss from operations | 4,202 | (1,339) | |||||||||
Interest and other expense (income), net | |||||||||||
Interest income | 0 | 0 | |||||||||
Interest expense | 0 | 0 | |||||||||
Other expense, net | 0 | 0 | |||||||||
Gain (loss) on fair value change, net | 0 | 0 | |||||||||
Loss on extinguishment of debt | 0 | ||||||||||
Interest and other income (expense), net | 0 | 0 | |||||||||
Loss before benefit (provision) of income taxes | 4,202 | (1,339) | |||||||||
Benefit (provision) for income taxes | 0 | 0 | |||||||||
Net and comprehensive loss | 4,202 | (1,339) | |||||||||
Net and comprehensive loss | $ 4,202 | $ (1,339) | |||||||||
Net loss per share, basic (in shares) | $ 2.5 | $ (0.85) | |||||||||
Net loss per share, diluted (in shares) | $ 2.5 | $ (0.85) | |||||||||
Weighted-average shares used in calculation of net loss per share, diluted (in dollars per share) | 0 | 0 | |||||||||
Weighted-average shares used in calculation of net loss per share, basic (in dollars per share) | 0 | 0 |
Restatement of Previously Iss_6
Restatement of Previously Issued Financial Statements - Consolidated Statements of Cash Flows (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||
Mar. 08, 2021 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||
Net loss | $ (82,886) | $ (82,372) | $ (95,720) | $ (74,035) | $ (165,258) | $ (169,755) | $ (342,978) | $ (249,726) | $ (312,109) | ||
Adjustments to reconcile net loss to net cash used in operating activities: | |||||||||||
Depreciation and amortization | 11,874 | 14,021 | 41,757 | 24,958 | 25,239 | ||||||
Gain on fair value change, net | $ 1,904 | $ (2,065) | 6,285 | 5,348 | (24,290) | (7,155) | (1,750) | ||||
Amortization of debt discount | 1,507 | 2,379 | 3,523 | ||||||||
Loss on extinguishment of debt | $ 10,000 | 0 | 10,018 | 10,018 | 0 | 3,040 | |||||
Stock-based compensation | 35,609 | 32,737 | 73,620 | 28,932 | 29,076 | ||||||
Income from legal settlement | 0 | 0 | (22,500) | ||||||||
Changes in operating assets and liabilities: | |||||||||||
Accounts receivable | (256) | (662) | (18,218) | (105) | (4,811) | ||||||
Inventories | (6,851) | (1,812) | (3,784) | 566 | (3,243) | ||||||
Prepaid expenses and other current assets | (644) | (3,421) | (17,191) | 23,073 | (662) | ||||||
Other assets | 1,972 | (2,521) | (2,673) | (1,361) | 226 | ||||||
Accounts payable | (8,724) | (3,378) | 5,339 | 3,005 | 2,175 | ||||||
Deferred revenue | (3,556) | 2,487 | 6,222 | 544 | 491 | ||||||
Accrued compensation | 8 | 646 | (1,319) | 3,435 | (355) | ||||||
Accrued expenses and other liabilities | (11,661) | 903 | 10,213 | 5,765 | 47,645 | ||||||
Net cash used in operating activities | $ (153,248) | $ (125,168) | (261,313) | (165,690) | (234,015) | ||||||
Non-cash investing and financing activities: | |||||||||||
Change in accounts payable and other liabilities related to purchase of property and equipment | $ 6,254 | (10,494) | 8,960 | ||||||||
Previously Reported [Member] | |||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||
Net loss | (256,982) | (289,904) | |||||||||
Adjustments to reconcile net loss to net cash used in operating activities: | |||||||||||
Depreciation and amortization | 26,258 | 24,379 | |||||||||
Gain on fair value change, net | (7,155) | (1,750) | |||||||||
Amortization of debt discount | 2,379 | 3,523 | |||||||||
Loss on extinguishment of debt | 3,040 | ||||||||||
Stock-based compensation | 28,932 | 29,076 | |||||||||
Income from legal settlement | (22,500) | ||||||||||
Changes in operating assets and liabilities: | |||||||||||
Accounts receivable | (105) | (4,811) | |||||||||
Inventories | 566 | (3,243) | |||||||||
Prepaid expenses and other current assets | 24,044 | (467) | |||||||||
Other assets | (1,361) | 226 | |||||||||
Accounts payable | 3,005 | 2,175 | |||||||||
Deferred revenue | 914 | 122 | |||||||||
Accrued compensation | 5,432 | (660) | |||||||||
Accrued expenses and other liabilities | 8,383 | 26,779 | |||||||||
Net cash used in operating activities | (165,690) | (234,015) | |||||||||
Non-cash investing and financing activities: | |||||||||||
Change in accounts payable and other liabilities related to purchase of property and equipment | (9,455) | 7,921 | |||||||||
Revision of Prior Period, Error Correction, Adjustment [Member] | |||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||
Net loss | 3,054 | (20,866) | $ (1,100) | ||||||||
Adjustments to reconcile net loss to net cash used in operating activities: | |||||||||||
Depreciation and amortization | 0 | 0 | |||||||||
Gain on fair value change, net | 0 | 0 | |||||||||
Amortization of debt discount | 0 | 0 | |||||||||
Loss on extinguishment of debt | 0 | ||||||||||
Stock-based compensation | 0 | 0 | |||||||||
Income from legal settlement | 0 | ||||||||||
Changes in operating assets and liabilities: | |||||||||||
Accounts receivable | 0 | 0 | |||||||||
Inventories | 0 | 0 | |||||||||
Prepaid expenses and other current assets | 0 | 0 | |||||||||
Other assets | 0 | 0 | |||||||||
Accounts payable | 0 | 0 | |||||||||
Deferred revenue | 0 | 0 | |||||||||
Accrued compensation | 0 | 0 | |||||||||
Accrued expenses and other liabilities | (3,054) | 20,866 | |||||||||
Net cash used in operating activities | 0 | 0 | |||||||||
Non-cash investing and financing activities: | |||||||||||
Change in accounts payable and other liabilities related to purchase of property and equipment | 0 | 0 | |||||||||
Revision of Prior Period, Reclassification, Adjustment [Member] | |||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||
Net loss | 4,202 | (1,339) | |||||||||
Adjustments to reconcile net loss to net cash used in operating activities: | |||||||||||
Depreciation and amortization | (1,300) | 860 | |||||||||
Gain on fair value change, net | 0 | 0 | |||||||||
Amortization of debt discount | 0 | 0 | |||||||||
Loss on extinguishment of debt | 0 | ||||||||||
Stock-based compensation | 0 | 0 | |||||||||
Income from legal settlement | 0 | ||||||||||
Changes in operating assets and liabilities: | |||||||||||
Accounts receivable | 0 | 0 | |||||||||
Inventories | 0 | 0 | |||||||||
Prepaid expenses and other current assets | (971) | (195) | |||||||||
Other assets | 0 | 0 | |||||||||
Accounts payable | 0 | 0 | |||||||||
Deferred revenue | (370) | 369 | |||||||||
Accrued compensation | (1,997) | 305 | |||||||||
Accrued expenses and other liabilities | 436 | 0 | |||||||||
Net cash used in operating activities | 0 | 0 | |||||||||
Non-cash investing and financing activities: | |||||||||||
Change in accounts payable and other liabilities related to purchase of property and equipment | $ (1,039) | $ 1,039 |
Cash, Cash Equivalents, and R_3
Cash, Cash Equivalents, and Restricted Cash (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Cash and Cash Equivalents [Abstract] | |||||||
Cash | $ 23,549 | $ 33,581 | $ 24,657 | ||||
Cash equivalents | 87,693 | 247,500 | 38,575 | ||||
Cash and cash equivalents | 111,242 | $ 200,500 | 281,081 | 63,232 | |||
Restricted cash included in prepaid expenses and other current assets | 0 | 1,000 | |||||
Restricted cash | 16,459 | 16,462 | 10,461 | ||||
Total cash, cash equivalents, and restricted cash presented in the statements of cash flows | $ 129,560 | $ 297,543 | $ 459,827 | $ 74,693 | $ 148,674 | $ 136,178 |
Reverse Recapitalization - Addi
Reverse Recapitalization - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended | ||||
Mar. 08, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Class of Stock [Line Items] | ||||||
Proceeds from reverse recapitalization | $ 815,200 | $ 0 | $ 815,184 | $ 815,184 | $ 0 | $ 0 |
Recapitalization exchange, price per share (in dollars per share) | $ 10 | |||||
Charges associated with the mergers | $ 43,900 | |||||
Payment for merger related costs, expensed immediately | 1,500 | |||||
Additional Paid-In Capital | ||||||
Class of Stock [Line Items] | ||||||
Stock issuance costs recorded in APIC | 42,400 | |||||
Common Class A | ||||||
Class of Stock [Line Items] | ||||||
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 (in dollars per share) | $ 10 | |||||
Proceeds from additional private investment in public equity | $ 180,300 | |||||
Sale of additional stock issue price per share (in dollars per share) | $ 11.25 |
Reverse Recapitalization - Sche
Reverse Recapitalization - Schedule of Reverse Recapitalization (Details) - shares | Mar. 08, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | Mar. 07, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Class of Stock [Line Items] | ||||||||
Common stock, share outstanding (in shares) | 217,076,712 | 219,227,971 | 219,195,971 | 76,565,107 | 1,708,476 | |||
CF II Sponsor Earnout Shares outstanding prior to the Merger (in shares) | 1,100,000 | |||||||
Shares issued in PIPE financing (in shares) | 42,103,156 | |||||||
Shares issued for in kind banker fee payment (in shares) | 750,000 | |||||||
Merger and PIPE financing shares (in shares) | 42,853,156 | |||||||
Legacy View shares converted (in shares) | 123,211,449 | |||||||
Redeemable convertible preferred stock shares outstanding (in shares) | 0 | 0 | 5,222,852,052 | 121,431,000 | 121,436,000 | 105,584,000 | ||
CF II | ||||||||
Class of Stock [Line Items] | ||||||||
Common stock, share outstanding (in shares) | 51,012,107 | 62,500,000 | ||||||
Less redemption of CF II shares (in shares) | (12,587,893) | |||||||
CF II | Common Class A | ||||||||
Class of Stock [Line Items] | ||||||||
Common stock, share outstanding (in shares) | 50,000,000 | |||||||
CF II | Common Class B | ||||||||
Class of Stock [Line Items] | ||||||||
Common stock, share outstanding (in shares) | 12,500,000 |
Revenue - Summary of Company's
Revenue - Summary of Company's Revenue by Products and Services (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | |||||||
Revenue | $ 16,316 | $ 16,926 | $ 33,328 | $ 26,695 | $ 74,007 | $ 32,926 | $ 23,955 |
Products | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Revenue | 15,380 | 16,814 | 30,913 | 26,525 | 69,779 | 31,112 | 23,451 |
Services | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Revenue | 936 | 112 | 2,415 | 170 | 4,228 | 1,814 | 504 |
Smart Glass | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Revenue | 4,306 | 11,580 | 9,489 | 19,795 | 41,740 | 32,926 | 23,955 |
Smart Building Platform | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Revenue | 9,055 | 5,136 | 18,261 | 5,136 | 28,686 | 0 | 0 |
Smart Building Technologies | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Revenue | $ 2,955 | $ 210 | $ 5,578 | $ 1,764 | $ 3,581 | $ 0 | $ 0 |
Revenue - Additional Informatio
Revenue - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | |||||||
Contract loss accrual | $ 0 | $ 12,200,000 | $ 2,500,000 | $ 14,300,000 | |||
Contract loss accrual recognized | 4,200,000 | 2,900,000 | 8,200,000 | 2,900,000 | |||
Catch-up adjustment to revenue | 0 | $ 0 | 800,000 | $ 0 | |||
Contract losses for work not completed | 14,200,000 | 14,200,000 | $ 20,700,000 | ||||
Current contract assets | 12,000,000 | 12,000,000 | 11,500,000 | $ 1,200,000 | |||
Noncurrent contract assets | 700,000 | 700,000 | 700,000 | 0 | |||
Contract with customer liability revenue recognized | 1,900,000 | 4,200,000 | 1,200,000 | $ 1,400,000 | $ 900,000 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Transaction price allocated to remaining performance obligation | $ 8,400,000 | ||||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-07-01 | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Transaction price allocated to remaining performance obligation | $ 7,200,000 | $ 7,200,000 | |||||
Minimum | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Revenue recognize period | 12 months | ||||||
Minimum | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-07-01 | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Revenue recognize period | 12 months | 12 months | |||||
Maximum | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Revenue recognize period | 24 months | ||||||
Maximum | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-07-01 | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Revenue recognize period | 24 months | 24 months |
Revenue - Summary of Company'_2
Revenue - Summary of Company's Revenue by Geographic Area (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | |||||||
Revenue | $ 16,316 | $ 16,926 | $ 33,328 | $ 26,695 | $ 74,007 | $ 32,926 | $ 23,955 |
United States | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Revenue | 14,825 | 12,053 | 31,109 | 21,718 | 63,519 | 30,690 | 19,394 |
Canada | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Revenue | 1,443 | 4,403 | 2,161 | 4,507 | 9,555 | 1,351 | 4,474 |
Other | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Revenue | $ 48 | $ 470 | $ 58 | $ 470 | $ 933 | $ 885 | $ 87 |
Fair Value - Additional Informa
Fair Value - Additional Information (Detail) | Mar. 08, 2021 $ / shares shares | Jun. 30, 2022 $ / shares shares | Dec. 31, 2021 $ / shares shares |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Earn out shares subject to vesting and potential forfeiture | shares | 4,970,000 | 4,970,000 | 4,970,000 |
Earnout shares period of vesting | 5 years | ||
Share price (in dollars per share) | $ 1.62 | $ 3.91 | |
Earnout Triggering Event One | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Percentage of the earnout shares releasable | 50% | ||
Share price (in dollars per share) | $ 12.5 | ||
Number of trading days | 5 days | ||
Number of consecutive trading days | 10 days | ||
Earnout Triggering Event Two | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Percentage of the earnout shares releasable | 25% | ||
Share price (in dollars per share) | $ 15 | ||
Number of trading days | 5 days | ||
Number of consecutive trading days | 10 days | ||
Earnout Triggering Event Three | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Percentage of the earnout shares releasable | 25% | ||
Share price (in dollars per share) | $ 20 | ||
Number of trading days | 5 days | ||
Number of consecutive trading days | 10 days | ||
Expected dividends | Sponsor Earn-out Liability | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement input | 0 | 0 | 0 |
Fair Value - Summary of Fair Va
Fair Value - Summary of Fair Value Measurements (Detail) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Cash equivalents: | |||
Cash equivalents | $ 87,693 | $ 247,500 | $ 38,574 |
Restricted cash: | |||
Certificates of deposit | 18,318 | 16,462 | 11,461 |
Total assets measured at fair value | 106,011 | 263,962 | 50,035 |
Sponsor earn-out liability | 1,485 | 7,624 | |
Private warrants liability | 28 | 174 | |
Redeemable convertible preferred stock warrants | 12,323 | ||
Total liabilities measured at fair value | 1,513 | 7,798 | 12,323 |
Money market funds | |||
Cash equivalents: | |||
Cash equivalents | 87,693 | 247,500 | 38,574 |
Level 1 | |||
Cash equivalents: | |||
Cash equivalents | 87,693 | 247,500 | 38,574 |
Restricted cash: | |||
Certificates of deposit | 0 | 0 | 0 |
Total assets measured at fair value | 87,693 | 247,500 | 38,574 |
Sponsor earn-out liability | 0 | 0 | |
Private warrants liability | 0 | 0 | |
Redeemable convertible preferred stock warrants | 0 | ||
Total liabilities measured at fair value | 0 | 0 | 0 |
Level 1 | Money market funds | |||
Cash equivalents: | |||
Cash equivalents | 87,693 | 247,500 | 38,574 |
Level 2 | |||
Cash equivalents: | |||
Cash equivalents | 0 | 0 | 0 |
Restricted cash: | |||
Certificates of deposit | 18,318 | 16,462 | 11,461 |
Total assets measured at fair value | 18,318 | 16,462 | 11,461 |
Sponsor earn-out liability | 0 | 0 | |
Private warrants liability | 0 | 0 | |
Redeemable convertible preferred stock warrants | 0 | ||
Total liabilities measured at fair value | 0 | 0 | 0 |
Level 2 | Money market funds | |||
Cash equivalents: | |||
Cash equivalents | 0 | 0 | 0 |
Level 3 | |||
Cash equivalents: | |||
Cash equivalents | 0 | 0 | 0 |
Restricted cash: | |||
Certificates of deposit | 0 | 0 | 0 |
Total assets measured at fair value | 0 | 0 | 0 |
Sponsor earn-out liability | 1,485 | 7,624 | |
Private warrants liability | 28 | 174 | |
Redeemable convertible preferred stock warrants | 12,323 | ||
Total liabilities measured at fair value | 1,513 | 7,798 | 12,323 |
Level 3 | Money market funds | |||
Cash equivalents: | |||
Cash equivalents | $ 0 | $ 0 | $ 0 |
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 | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Sponsor Earn-out Liability | ||||
Summary of level 3 financial liabilities measured at fair value using significant unobservable inputs [Line Items] | ||||
Beginning balance | $ 7,624 | $ 0 | $ 0 | $ 0 |
Additions during the period | 26,443 | |||
Change in fair value | (6,139) | (18,819) | 0 | 0 |
Reclass to additional paid-in-capital upon Closing | 0 | |||
Ending balance | 1,485 | 7,624 | 0 | 0 |
Private Warrants | ||||
Summary of level 3 financial liabilities measured at fair value using significant unobservable inputs [Line Items] | ||||
Beginning balance | 174 | 0 | 0 | 0 |
Additions during the period | 589 | |||
Change in fair value | (146) | (415) | 0 | 0 |
Reclass to additional paid-in-capital upon Closing | 0 | |||
Ending balance | 28 | 174 | 0 | 0 |
Redeemable Convertible Preferred Stock Warrants [Member] | ||||
Summary of level 3 financial liabilities measured at fair value using significant unobservable inputs [Line Items] | ||||
Beginning balance | $ 0 | 12,323 | 19,478 | 21,228 |
Additions during the period | 0 | |||
Change in fair value | (5,056) | (7,155) | (1,750) | |
Reclass to additional paid-in-capital upon Closing | (7,267) | |||
Ending balance | $ 0 | $ 12,323 | $ 19,478 |
Fair Value - Changes In Fair Va
Fair Value - Changes In Fair Value (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Fair Value, Measured on Recurring Basis, Gain (Loss) Included in Earning [Line Items] | |||||||
(Gain) loss on fair value change, net | $ (1,904) | $ 2,065 | $ (6,285) | $ (5,348) | $ 24,290 | $ 7,155 | $ 1,750 |
Sponsor Earn Out Liability [Member] | |||||||
Fair Value, Measured on Recurring Basis, Gain (Loss) Included in Earning [Line Items] | |||||||
(Gain) loss on fair value change, net | (1,846) | 2,118 | (6,139) | (342) | 18,819 | 0 | 0 |
Private Warrants [Member] | Warrant [Member] | |||||||
Fair Value, Measured on Recurring Basis, Gain (Loss) Included in Earning [Line Items] | |||||||
(Gain) loss on fair value change, net | (58) | (53) | (146) | 50 | 415 | 0 | 0 |
Redeemable Convertible Preferred Stock Warrants [Member] | Warrant [Member] | |||||||
Fair Value, Measured on Recurring Basis, Gain (Loss) Included in Earning [Line Items] | |||||||
(Gain) loss on fair value change, net | $ 0 | $ 0 | $ 0 | $ (5,056) | $ 5,056 | $ 7,155 | $ 1,750 |
Fair Value - Summary of Assumpt
Fair Value - Summary of Assumptions Used in Determination of Fair Value of Derivatives (Detail) | Jun. 30, 2022 yr | Dec. 31, 2021 yr | Mar. 08, 2021 yr | Dec. 31, 2020 yr | Dec. 31, 2019 yr |
Sponsor Earn-out Liability | Stock price | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Measurement input | 1.62 | 3.91 | 9.19 | ||
Sponsor Earn-out Liability | Expected volatility | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Measurement input | 62.25 | 52.5 | 29.2 | ||
Sponsor Earn-out Liability | Risk free rate | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Measurement input | 3 | 1.12 | 0.86 | ||
Sponsor Earn-out Liability | Expected term (in years) | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Measurement input | 3.7 | 4.2 | 5 | ||
Sponsor Earn-out Liability | Expected dividends | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Measurement input | 0 | 0 | 0 | ||
Private Warrants | Stock price | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Measurement input | 1.62 | 3.91 | 9.19 | ||
Private Warrants | Expected volatility | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Measurement input | 62.3 | 52.5 | 29.2 | ||
Private Warrants | Risk free rate | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Measurement input | 2.99 | 1.04 | 0.73 | ||
Private Warrants | Expected term (in years) | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Measurement input | 3.2 | 3.7 | 4.5 | ||
Private Warrants | Expected dividends | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Measurement input | 0 | 0 | 0 | ||
Redeemable Convertible Preferred Stock Warrants | Expected volatility | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Measurement input | 70 | 70 | |||
Redeemable Convertible Preferred Stock Warrants | Expected volatility | Minimum [Member] | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Measurement input | 52 | ||||
Redeemable Convertible Preferred Stock Warrants | Expected volatility | Maximum [Member] | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Measurement input | 75 | ||||
Redeemable Convertible Preferred Stock Warrants | Risk free rate | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Measurement input | 0.1 | 1.6 | |||
Redeemable Convertible Preferred Stock Warrants | Risk free rate | Minimum [Member] | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Measurement input | 0.04 | ||||
Redeemable Convertible Preferred Stock Warrants | Risk free rate | Maximum [Member] | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Measurement input | 1.28 | ||||
Redeemable Convertible Preferred Stock Warrants | Expected term (in years) | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Measurement input | 2 | 2 | |||
Redeemable Convertible Preferred Stock Warrants | Expected term (in years) | Minimum [Member] | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Measurement input | 0.08 | ||||
Redeemable Convertible Preferred Stock Warrants | Expected term (in years) | Maximum [Member] | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Measurement input | 7.71 | ||||
Redeemable Convertible Preferred Stock Warrants | Expected dividends | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Measurement input | 0 | 0 | 0 | ||
Redeemable Convertible Preferred Stock Warrants | Measurement Input, Discount for Lack of Marketability [Member] | Minimum [Member] | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Measurement input | 5 | 11 | 20 | ||
Redeemable Convertible Preferred Stock Warrants | Measurement Input, Discount for Lack of Marketability [Member] | Maximum [Member] | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Measurement input | 33 | 55 | 55 |
Property and Equipment, net - S
Property and Equipment, net - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Jun. 30, 2022 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 403,488 | ||
Property and equipment, gross | $ 408,856 | ||
Less: Accumulated depreciation | (135,087) | ||
Less: Accumulated depreciation | (126,296) | ||
Property and equipment, net | 268,401 | ||
Property and equipment, net | $ 268,401 | $ 265,482 | 282,560 |
Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful lives | 2 years | ||
Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful lives | 15 years | ||
Testing and chamber equipment | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful lives | 7 years | ||
Property and equipment, gross | $ 14,267 | ||
Property and equipment, gross | 15,853 | ||
Tenant improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 42,608 | ||
Property and equipment, gross | 41,888 | ||
Tenant improvements | Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful lives | 2 years | ||
Tenant improvements | Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful lives | 15 years | ||
Plant and manufacturing equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 156,560 | ||
Property and equipment, gross | 175,498 | ||
Plant and manufacturing equipment | Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful lives | 7 years | ||
Plant and manufacturing equipment | Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful lives | 12 years | ||
Computer hardware and software | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful lives | 5 years | ||
Property and equipment, gross | $ 21,079 | ||
Property and equipment, gross | 20,269 | ||
Furniture and fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful lives | 7 years | ||
Property and equipment, gross | $ 3,809 | ||
Property and equipment, gross | 3,730 | ||
Construction in progress | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 165,165 | ||
Property and equipment, gross | $ 151,618 |
Property and Equipment, net - A
Property and Equipment, net - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation expense | $ 40.7 | $ 24.9 | $ 25.2 |
Loss on assets no longer in service with no alternative use | $ 15.5 | $ 1.1 | $ 3.9 |
Other Balance Sheet Informati_3
Other Balance Sheet Information - Cash, Cash Equivalents, and Restricted Cash (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Cash and Cash Equivalents [Abstract] | |||||||
Cash | $ 23,549 | $ 33,581 | $ 24,657 | ||||
Cash equivalents | 87,693 | 247,500 | 38,575 | ||||
Cash and cash equivalents | 111,242 | $ 200,500 | 281,081 | 63,232 | |||
Restricted cash included in prepaid expenses and other current assets | 1,859 | 0 | |||||
Restricted cash | 16,459 | 16,462 | 10,461 | ||||
Total cash, cash equivalents, and restricted cash presented in the statements of cash flows | $ 129,560 | $ 297,543 | $ 459,827 | $ 74,693 | $ 148,674 | $ 136,178 |
Other Balance Sheet Informati_4
Other Balance Sheet Information - Additional Information (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) acquisition | Jun. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) acquisition | Dec. 31, 2020 USD ($) | Dec. 31, 2019 USD ($) | |
Payables and Accruals [Abstract] | ||||||
Writeoff of allowance for credit losses | $ 200,000 | $ 200,000 | ||||
Allowance for doubtful accounts | $ 500,000 | 500,000 | $ 700,000 | $ 200,000 | ||
Inventory write-down | 12,200,000 | $ 6,100,000 | 10,400,000 | 11,200,000 | $ 22,400,000 | |
Asset impairment charges | $ 0 | 0 | $ 0 | $ 0 | $ 0 | |
Number of businesses acquired | acquisition | 0 | 2 | ||||
Impairment of goodwill and intangible assets | $ 0 | $ 0 |
Other Balance Sheet Informati_5
Other Balance Sheet Information - Schedule of Accrued Liabilities (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Jun. 30, 2022 | |
Payables and Accruals [Abstract] | |||||
Accrued vacation | $ 4,693 | $ 3,990 | |||
Other | 4,815 | 6,837 | |||
Accrued compensation | 9,508 | 10,827 | $ 9,516 | ||
Accrued interest | 0 | 14,540 | |||
Warranty accrual ( Note 1) | 8,868 | 8,864 | |||
Contract loss accrual (Note 5) | 17,240 | 0 | |||
Environmental settlement accrual (Note 9) | 2,950 | 0 | 2,950 | ||
Lease liability (Note 10) | 3,581 | 0 | |||
Other | 25,347 | 18,746 | |||
Accrued expenses and other current liabilities | 57,986 | 42,150 | 56,508 | ||
Warranty accrual (Note 1) | 33,388 | 38,814 | |||
Legal settlement liability | 7,834 | 9,658 | |||
Contract With Customer, Contract Loss Accrual, Non-Current | 3,422 | 0 | |||
Accrual For Environmental Settlement, Non-Current | 2,000 | 0 | 2,000 | ||
Other | 3,893 | 8,372 | |||
Other liabilities | 50,537 | 56,844 | $ 42,344 | ||
Litigation settlement, payment made to third party | $ 32,000 | ||||
Periodic payment term | 10 years | ||||
Litigation settlement, payments made | 6,000 | $ 2,000 | $ 2,000 | ||
Litigation settlement, amount due | $ 7,800 |
Other Balance Sheet Informati_6
Other Balance Sheet Information - Schedule of Other Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | |||
Goodwill | $ 8,997 | $ 0 | |
Purchased technology and other intangible assets, net | 7,239 | 626 | |
Other | 5,691 | 7,236 | |
Other assets | $ 26,319 | $ 21,927 | $ 7,862 |
Product Warranties - Additional
Product Warranties - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Product Warranty Liability [Line Items] | |||||||
Warranty liability | $ 39,508 | $ 39,508 | $ 42,256 | $ 47,678 | $ 53,296 | ||
Cost of revenue | |||||||
Product Warranty Liability [Line Items] | |||||||
Charge to cost of revenues for adjustments to the warranty liability | 300 | $ 400 | 900 | $ 800 | |||
Standard Assurance Warranty [Member] | |||||||
Product Warranty Liability [Line Items] | |||||||
Warranty liability | 5,700 | $ 5,700 | $ 6,100 | 5,500 | |||
IGU | |||||||
Product Warranty Liability [Line Items] | |||||||
Standard product warranty term | 10 years | 10 years | |||||
Warranty liability | $ 33,800 | $ 33,800 | $ 36,200 | $ 42,100 | |||
IGUS With Sloped Or Laminated Glass | Minimum | |||||||
Product Warranty Liability [Line Items] | |||||||
Standard product warranty term | 5 years | 5 years | |||||
IGUS With Sloped Or Laminated Glass | Maximum | |||||||
Product Warranty Liability [Line Items] | |||||||
Standard product warranty term | 10 years | 10 years | |||||
Control System Associated With The Sale Of IGUS | |||||||
Product Warranty Liability [Line Items] | |||||||
Standard product warranty term | 5 years | 5 years |
Product Warranties - Schedule o
Product Warranties - Schedule of Product Warranties (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Movement in Standard Product Warranty Accrual [Roll Forward] | |||
Beginning balance | $ 42,256 | $ 47,678 | $ 53,296 |
Accruals for warranties issued | 896 | 1,551 | 1,304 |
Changes to estimates of volume and costs | 0 | 1,234 | (1,002) |
Settlements made | (3,644) | (8,207) | (5,920) |
Ending balance | 39,508 | 42,256 | 47,678 |
Warranty liability, current, beginning balance | 8,868 | 8,864 | 8,038 |
Warranty liability, current, ending balance | 8,576 | 8,868 | 8,864 |
Warranty liability, noncurrent, beginning balance | 33,388 | 38,814 | 45,258 |
Warranty liability, noncurrent, ending balance | $ 30,932 | $ 33,388 | $ 38,814 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Other Commitments [Line Items] | ||||
Non-cancelable commitment to purchase certain license subscriptions | $ 10,000,000 | |||
Non-cancelable commitment to purchase certain license subscriptions, interest rate before maturity | 0% | 0% | ||
Non-cancelable commitment to purchase certain license subscriptions, interest rate after maturity | 3.50% | |||
Standby Letter of Credit | ||||
Other Commitments [Line Items] | ||||
Total value of letters of credit issued by bank | $ 17,100,000 | $ 16,500,000 | $ 11,500,000 | |
Amounts drawn under standby letters of credit | $ 0 | $ 0 |
Commitments and Contingencies_2
Commitments and Contingencies - Litigation Settlement Liability (Details) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2021 | Dec. 31, 2014 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2019 | Mar. 31, 2022 | Dec. 31, 2020 | |
Other Commitments [Line Items] | |||||||
Non-cancelable commitment term | 4 years | ||||||
Non-cancelable commitment to purchase certain license subscriptions, interest rate before maturity | 0% | 0% | |||||
Non-cancelable commitment to purchase certain license subscriptions, interest rate after maturity | 3.50% | ||||||
Litigation settlement, payment made to third party | $ 32,000,000 | ||||||
Periodic payment term | 10 years | ||||||
Litigation settlement liability - current | $ 3,000,000 | $ 0 | |||||
Litigation settlement liability - non-current | 5,312,000 | 7,834,000 | |||||
Total litigation settlement liability | 8,312,000 | 7,834,000 | |||||
Environmental settlement liability - current | 2,950,000 | 2,950,000 | $ 0 | ||||
Environmental settlement liability - non-current | 2,000,000 | 2,000,000 | 0 | ||||
Total environmental settlement liability | 4,950,000 | 4,950,000 | |||||
Cash and cash equivalents | 111,242,000 | 281,081,000 | $ 200,500,000 | 63,232,000 | |||
Amount drawn against promissory note | 1,600,000 | ||||||
Amount of litigation settlement consideration | $ 22,500,000 | ||||||
Litigation settlement receivable | $ 22,500,000 | ||||||
Unfunded Loan Commitment | |||||||
Other Commitments [Line Items] | |||||||
Non-cancelable commitment to purchase certain license subscriptions | $ 10,000,000 | ||||||
Standby Letter of Credit | |||||||
Other Commitments [Line Items] | |||||||
Total value of letters of credit issued by bank | 17,100,000 | 16,500,000 | $ 11,500,000 | ||||
Amounts drawn under standby letters of credit | 0 | 0 | |||||
Northern District of Mississippi Environmental Matter | |||||||
Other Commitments [Line Items] | |||||||
Litigation settlement, penalties incurred | $ 5,000,000 | $ 5,000,000 | |||||
Litigation settlement, repayment period | 3 years |
Commitments and Contingencies_3
Commitments and Contingencies - Northern District of Mississippi Environmental Investigation (Details) - Northern District of Mississippi Environmental Matter - USD ($) | 6 Months Ended | 12 Months Ended | |
Apr. 13, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | |
Long-term Purchase Commitment [Line Items] | |||
Litigation settlement, repayment period | 3 years | ||
Agree to probation years | 3 years | ||
Litigation settlement, penalties incurred | $ 5,000,000 | $ 5,000,000 | |
Environmental Management System Implementation | |||
Long-term Purchase Commitment [Line Items] | |||
Loss contingency, estimate of possible loss | $ 300,000 | ||
Wastewater Reduction Plan Implementation | |||
Long-term Purchase Commitment [Line Items] | |||
Loss contingency, estimate of possible loss | 2,000,000 | ||
Federal Government | |||
Long-term Purchase Commitment [Line Items] | |||
Litigation settlement, amount due to third-party | $ 3,000,000 | ||
Litigation settlement, repayment period | 3 years | ||
Yearly installment amount | $ 1,000,000 | ||
Special assessment amount | 125 | ||
Mississippi Commission On Environmental Quality | |||
Long-term Purchase Commitment [Line Items] | |||
Litigation settlement, amount due to third-party | 1,500,000 | ||
Desoto County Regional Utility Authority | |||
Long-term Purchase Commitment [Line Items] | |||
Litigation settlement, amount due to third-party | $ 500,000 |
Leases - Lease Assets and Lease
Leases - Lease Assets and Lease Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | |||
Right-of-use assets | $ 19,841 | $ 21,178 | |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Property, Plant and Equipment, Net | ||
Finance leases | $ 1,163 | ||
Total ROU assets | $ 22,341 | ||
Operating lease, liability, current, statement of financial position | Accrued expenses and other current liabilities | ||
Current operating lease liabilities | $ 3,050 | ||
Current finance lease liabilities | $ 531 | ||
Finance Lease, Liability, Current, Statement of Financial Position [Extensible List] | Accrued Liabilities, Current | ||
Noncurrent operating lease liabilities | $ 21,346 | $ 22,997 | $ 0 |
Finance lease, liability, noncurrent, statement of financial position | Other liabilities | ||
Noncurrent finance lease liabilities | $ 619 | ||
Lease liabilities | $ 27,197 |
Leases - Components of Lease Ex
Leases - Components of Lease Expense (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Leases [Abstract] | |
Operating lease cost | $ 5,557 |
Short-term lease cost | 609 |
Amortization of ROU assets | 1,233 |
Interest expense | 130 |
Total lease cost | $ 7,529 |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Leases [Abstract] | |||
Operating cash flows for operating leases | $ 5,787 | ||
Operating cash flows for finance leases | 130 | ||
Financing cash flows for finance leases | $ 264 | $ 356 | $ 1,278 |
Leases - Weighted-Average Remai
Leases - Weighted-Average Remaining Lease terms and Discount Rates (Details) | Dec. 31, 2021 |
Weighted average remaining lease term (years) | |
Operating leases | 6 years 3 months 3 days |
Finance leases | 1 year 11 months 8 days |
Weighted average discount rate | |
Operating leases | 9.42% |
Finance leases | 7.41% |
Leases - Maturities of Lease Li
Leases - Maturities of Lease Liabilities Under Non-Cancellable Leases (Details) $ in Thousands | Dec. 31, 2021 USD ($) |
Operating Leases | |
2022 | $ 5,375 |
2023 | 5,445 |
2024 | 5,370 |
2025 | 5,291 |
2026 | 5,380 |
Thereafter | 8,092 |
Total lease payments | 34,953 |
Less: Interest | 8,906 |
Total lease liabilities | 26,047 |
Finance Leases | |
2022 | 595 |
2023 | 567 |
2024 | 79 |
2025 | 0 |
2026 | 0 |
Thereafter | 0 |
Total lease payments | 1,241 |
Less: Interest | 92 |
Total lease liabilities | 1,150 |
Total | |
2022 | 5,970 |
2023 | 6,012 |
2024 | 5,449 |
2025 | 5,291 |
2026 | 5,380 |
Thereafter | 8,092 |
Total lease payments | 36,194 |
Less: Interest | 8,998 |
Total lease liabilities | $ 27,197 |
Leases - Minimum Future Rental
Leases - Minimum Future Rental Commitments under ASC 840 (Details) $ in Thousands | Dec. 31, 2020 USD ($) |
Operating Leases | |
2021 | $ 7,543 |
2022 | 7,722 |
2023 | 7,905 |
2024 | 8,093 |
2025 | 8,285 |
Thereafter | 22,969 |
Total lease payments | 62,517 |
Capital Leases | |
2021 | 775 |
2022 | 360 |
2023 | 298 |
2024 | 68 |
2025 | 0 |
Thereafter | 0 |
Total lease payments | 1,501 |
Less: Interest | (89) |
Present value of lease payments | 1,412 |
Less: long-term portion | (727) |
Current portion | $ 685 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | ||
Rent expense | $ 7.2 | $ 7.5 |
Depreciation expense related to assets under capital leases | $ 0.8 | $ 0.8 |
Debt - Summary of Debt (Detail)
Debt - Summary of Debt (Detail) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Mar. 01, 2020 | Jan. 03, 2020 | |
Debt Instrument [Line Items] | |||||
Long-term debt | $ 14,695 | $ 15,430 | |||
Debt discount | 0 | $ (2,752) | |||
Total debt | 14,695 | 15,430 | 262,678 | ||
Debt, current | 1,470 | 1,470 | 247,248 | ||
Debt, non-current | $ 13,225 | $ 13,960 | 15,430 | ||
London Interbank Offered Rate (LIBOR) [Member] | |||||
Debt Instrument [Line Items] | |||||
Variable interest rate | 9.05% | 9.05% | |||
Term loan | |||||
Debt Instrument [Line Items] | |||||
Interest Rate | 0% | 0% | |||
Long-term debt | $ 14,695 | $ 15,430 | 15,430 | ||
Line of Credit [Member] | |||||
Debt Instrument [Line Items] | |||||
Long-term debt | $ 0 | $ 250,000 | $ 250,000 | $ 250,000 |
Debt - Schedule of Estimated Pr
Debt - Schedule of Estimated Principal Payments on all Debt Outstanding (Detail) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Long-term Debt, Fiscal Year Maturity [Abstract] | ||
2022 (remaining six months) | $ 735 | |
2023 | 1,470 | $ 1,470 |
2024 | 1,470 | 1,470 |
2025 | 1,470 | 1,470 |
2026 | 1,470 | 1,470 |
Thereafter | 8,080 | 9,550 |
Total | $ 14,695 | $ 15,430 |
Debt - Additional Information (
Debt - Additional Information (Detail) $ in Thousands | 1 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||||||
Mar. 08, 2021 USD ($) | Oct. 22, 2020 USD ($) Day | Dec. 31, 2020 USD ($) draw note | May 31, 2020 USD ($) | Oct. 31, 2019 USD ($) | Jun. 30, 2017 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) Day | Dec. 31, 2020 USD ($) note | Dec. 31, 2019 USD ($) | Dec. 31, 2017 USD ($) | Mar. 01, 2020 USD ($) | Jan. 03, 2020 USD ($) | Jun. 17, 2017 USD ($) | Nov. 22, 2010 USD ($) Day | |
Number of days audited financials are to be delivered to lender | Day | 210 | 210 | ||||||||||||||
Long-term debt | $ 14,695 | $ 15,430 | ||||||||||||||
Repayment of long term line of credit | 0 | $ 257,454 | 257,454 | $ 150,000 | $ 0 | |||||||||||
Loss on extinguishment of debt | $ 10,000 | 0 | 10,018 | 10,018 | 0 | 3,040 | ||||||||||
Repayments of other debt obligations | $ 735 | $ 0 | $ 0 | 1,714 | 44,750 | |||||||||||
Principal And Interest | ||||||||||||||||
Repayments of other debt obligations | 276,800 | |||||||||||||||
Interest [Member] | ||||||||||||||||
Repayments of other debt obligations | 26,800 | |||||||||||||||
London Interbank Offered Rate (LIBOR) | ||||||||||||||||
Variable interest rate | 9.05% | 9.05% | ||||||||||||||
Line of Credit | ||||||||||||||||
Long-term debt | $ 250,000 | $ 0 | 250,000 | $ 250,000 | $ 250,000 | |||||||||||
Line of Credit | Equipment Loan Agreement [Member] | ||||||||||||||||
Line of credit facility maximum borrowing capacity | $ 60,000 | |||||||||||||||
Proceeds from line of credit | $ 40,000 | |||||||||||||||
Maturity dates | 48 months | |||||||||||||||
Loss on extinguishment of debt | $ 3,000 | |||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity, Subject to Lender Approval | $ 20,000 | |||||||||||||||
Debt Instrument, Periodic Payment Terms, Balloon Payment to be Paid | $ 5,600 | |||||||||||||||
Debt Instrument, Fee Amount | $ 300 | |||||||||||||||
Interest Expense, Debt | $ 4,800 | |||||||||||||||
Term loan | Mississippi | ||||||||||||||||
Debt Instrument face amount | $ 40,000 | |||||||||||||||
Number of semi-annual installments | Day | 24 | |||||||||||||||
Amended and restated term loan | ||||||||||||||||
Debt instrument semi annual payments | $ 700 | |||||||||||||||
Revolving debt facility | ||||||||||||||||
Line of credit facility maximum borrowing capacity | 200,000 | |||||||||||||||
Proceeds from line of credit | $ 100,000 | $ 150,000 | ||||||||||||||
Repayment of long term line of credit | 276,800 | |||||||||||||||
Repayment of interest due on the notes | 26,800 | |||||||||||||||
Loss on extinguishment of debt | $ 10,000 | |||||||||||||||
Amended revolving debt facility | ||||||||||||||||
Debt Instrument face amount | $ 37,500 | $ 37,500 | ||||||||||||||
Amended revolving debt facility | 13 Weekly Draw | ||||||||||||||||
Number of draws | draw | 13 | |||||||||||||||
Proceeds from previous weekly draw | $ 2,900 | |||||||||||||||
Amended revolving debt facility | 4 Weekly Draw | ||||||||||||||||
Number of notes | note | 4 | 4 | ||||||||||||||
Proceeds from previous weekly draw | $ 9,400 | |||||||||||||||
Minimum | Line of Credit | Equipment Loan Agreement [Member] | ||||||||||||||||
Variable interest rate | 12.25% | |||||||||||||||
Minimum | Revolving debt facility | ||||||||||||||||
Maturity dates | 8 days | |||||||||||||||
Maximum | Line of Credit | Equipment Loan Agreement [Member] | ||||||||||||||||
Variable interest rate | 12.50% | |||||||||||||||
Maximum | Revolving debt facility | ||||||||||||||||
Maturity dates | 364 days |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 | Mar. 12, 2021 | Mar. 08, 2021 | Mar. 07, 2021 | Dec. 31, 2020 |
Stockholders' Equity Note [Abstract] | ||||||
Common stock, shares authorized (in shares) | 600,000,000 | 600,000,000 | 600,000,000 | 600,000,000 | 262,797,235 | |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Common stock, shares issued (in shares) | 219,227,971 | 219,195,971 | 1,708,476 | |||
Common stock, shares outstanding (in shares) | 219,227,971 | 219,195,971 | 217,076,712 | 76,565,107 | 1,708,476 | |
Preferred stock, shares authorized (in shares) | 1,000,000 | 1,000,000 | ||||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||||
Preferred stock, shares issued (in shares) | 0 | |||||
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Stock by Class (Details) - USD ($) | Dec. 31, 2021 | Jun. 30, 2021 | Mar. 07, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Temporary Equity [Line Items] | ||||||
Redeemable convertible preferred stock authorized (in shares) | 0 | 224,409,612 | ||||
Redeemable convertible preferred stock shares outstanding (in shares) | 0 | 0 | 5,222,852,052 | 121,431,000 | 121,436,000 | 105,584,000 |
Temporary Equity, Carrying Amount, Attributable to Parent | $ 0 | $ 0 | $ 1,812,678,000 | $ 1,812,724,000 | $ 1,512,915,000 | |
Redeemable convertible preferred stock liquidation preference | $ 0 | $ 1,749,201,000 | ||||
Common stock issuable upon conversion (in shares) | 121,431,310 | |||||
Previously Reported [Member] | ||||||
Temporary Equity [Line Items] | ||||||
Redeemable convertible preferred stock shares outstanding (in shares) | 5,222,852,000 | 4,541,214,000 | ||||
Temporary Equity, Carrying Amount, Attributable to Parent | $ 1,812,678,000 | $ 1,512,915,000 | ||||
Series A Redeemable Convertible Preferred Stock [Member] | ||||||
Temporary Equity [Line Items] | ||||||
Redeemable convertible preferred stock authorized (in shares) | 23,250 | |||||
Redeemable convertible preferred stock shares outstanding (in shares) | 18,441 | |||||
Temporary Equity, Carrying Amount, Attributable to Parent | $ 166,000 | |||||
Redeemable convertible preferred stock liquidation preference | $ 238,000 | |||||
Common stock issuable upon conversion (in shares) | 18,441 | |||||
Series B Redeemable Convertible Preferred Stock [Member] | ||||||
Temporary Equity [Line Items] | ||||||
Redeemable convertible preferred stock authorized (in shares) | 1,571,798 | |||||
Redeemable convertible preferred stock shares outstanding (in shares) | 1,217,066 | |||||
Temporary Equity, Carrying Amount, Attributable to Parent | $ 19,210,000 | |||||
Redeemable convertible preferred stock liquidation preference | $ 18,845,000 | |||||
Common stock issuable upon conversion (in shares) | 1,217,066 | |||||
Series C Redeemable Convertible Preferred Stock [Member] | ||||||
Temporary Equity [Line Items] | ||||||
Redeemable convertible preferred stock authorized (in shares) | 2,274,766 | |||||
Redeemable convertible preferred stock shares outstanding (in shares) | 608,118 | |||||
Temporary Equity, Carrying Amount, Attributable to Parent | $ 11,495,000 | |||||
Redeemable convertible preferred stock liquidation preference | $ 11,417,000 | |||||
Common stock issuable upon conversion (in shares) | 608,118 | |||||
Series D Redeemable Convertible Preferred Stock [Member] | ||||||
Temporary Equity [Line Items] | ||||||
Redeemable convertible preferred stock authorized (in shares) | 2,673,700 | |||||
Redeemable convertible preferred stock shares outstanding (in shares) | 612,994 | |||||
Temporary Equity, Carrying Amount, Attributable to Parent | $ 13,263,000 | |||||
Redeemable convertible preferred stock liquidation preference | $ 13,235,000 | |||||
Common stock issuable upon conversion (in shares) | 612,994 | |||||
Series E Redeemable Convertible Preferred Stock [Member] | ||||||
Temporary Equity [Line Items] | ||||||
Redeemable convertible preferred stock authorized (in shares) | 7,440,000 | |||||
Redeemable convertible preferred stock shares outstanding (in shares) | 4,606,784 | |||||
Temporary Equity, Carrying Amount, Attributable to Parent | $ 100,225,000 | |||||
Redeemable convertible preferred stock liquidation preference | $ 119,361,000 | |||||
Common stock issuable upon conversion (in shares) | 4,606,784 | |||||
Series E1 Redeemable Convertible Preferred Stock [Member] | ||||||
Temporary Equity [Line Items] | ||||||
Redeemable convertible preferred stock authorized (in shares) | 131,584 | |||||
Redeemable convertible preferred stock shares outstanding (in shares) | 0 | |||||
Temporary Equity, Carrying Amount, Attributable to Parent | $ 0 | |||||
Redeemable convertible preferred stock liquidation preference | $ 0 | |||||
Common stock issuable upon conversion (in shares) | 0 | |||||
Series E2 Redeemable Convertible Preferred Stock [Member] | ||||||
Temporary Equity [Line Items] | ||||||
Redeemable convertible preferred stock authorized (in shares) | 115,787 | |||||
Redeemable convertible preferred stock shares outstanding (in shares) | 0 | |||||
Temporary Equity, Carrying Amount, Attributable to Parent | $ 0 | |||||
Redeemable convertible preferred stock liquidation preference | $ 0 | |||||
Common stock issuable upon conversion (in shares) | 0 | |||||
Series F Redeemable Convertible Preferred Stock [Member] | ||||||
Temporary Equity [Line Items] | ||||||
Redeemable convertible preferred stock authorized (in shares) | 10,462,500 | |||||
Redeemable convertible preferred stock shares outstanding (in shares) | 4,861,658 | |||||
Temporary Equity, Carrying Amount, Attributable to Parent | $ 175,182,000 | |||||
Redeemable convertible preferred stock liquidation preference | $ 188,193,000 | |||||
Common stock issuable upon conversion (in shares) | 4,861,658 | |||||
Series G Redeemable Convertible Preferred Stock [Member] | ||||||
Temporary Equity [Line Items] | ||||||
Redeemable convertible preferred stock authorized (in shares) | 62,775,000 | |||||
Redeemable convertible preferred stock shares outstanding (in shares) | 47,881,788 | |||||
Temporary Equity, Carrying Amount, Attributable to Parent | $ 330,466,000 | |||||
Redeemable convertible preferred stock liquidation preference | $ 231,686,000 | |||||
Common stock issuable upon conversion (in shares) | 47,881,788 | |||||
Series G1 Redeemable Convertible Preferred Stock [Member] | ||||||
Temporary Equity [Line Items] | ||||||
Redeemable convertible preferred stock authorized (in shares) | 930,000 | |||||
Redeemable convertible preferred stock shares outstanding (in shares) | 0 | |||||
Temporary Equity, Carrying Amount, Attributable to Parent | $ 0 | |||||
Redeemable convertible preferred stock liquidation preference | $ 0 | |||||
Common stock issuable upon conversion (in shares) | 0 | |||||
Series H Redeemable Convertible Preferred Stock [Member] | ||||||
Temporary Equity [Line Items] | ||||||
Redeemable convertible preferred stock authorized (in shares) | 75,177,482 | |||||
Redeemable convertible preferred stock shares outstanding (in shares) | 10,613,198 | |||||
Temporary Equity, Carrying Amount, Attributable to Parent | $ 197,488,000 | |||||
Redeemable convertible preferred stock liquidation preference | $ 200,852,000 | |||||
Common stock issuable upon conversion (in shares) | 10,613,198 | |||||
Series H1 Redeemable Convertible Preferred Stock [Member] | ||||||
Temporary Equity [Line Items] | ||||||
Redeemable convertible preferred stock authorized (in shares) | 60,833,745 | |||||
Redeemable convertible preferred stock shares outstanding (in shares) | 51,011,263 | |||||
Temporary Equity, Carrying Amount, Attributable to Parent | $ 965,183,000 | |||||
Redeemable convertible preferred stock liquidation preference | $ 965,374,000 | |||||
Common stock issuable upon conversion (in shares) | 51,011,263 | |||||
Series H1 Redeemable Convertible Preferred Stock [Member] | Previously Reported [Member] | ||||||
Temporary Equity [Line Items] | ||||||
Redeemable convertible preferred stock shares outstanding (in shares) | 121,431,310 |
Stock Warrants - Additional Inf
Stock Warrants - Additional Information (Detail) - $ / shares | 6 Months Ended | 12 Months Ended | ||||
Dec. 01, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | Mar. 07, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Class of warrants or rights number of securities called by each warrant or right (in shares) | 1 | |||||
Class of warrants or rights exercise price of warrants or rights (in dollars per share) | $ 11.5 | |||||
Length of trading period used to determine reference value | 30 days | 30 days | ||||
Class of warrant or right exercised (in shares) | 0 | 0 | ||||
Class of Warrant or Right, Outstanding | 21,305,462 | 21,311,920 | 3,394,867 | 3,427,407 | ||
Private Warrants | ||||||
Class of warrants or rights maturity (in shares) | 366,666 | |||||
Terminating initial public offering term | 5 years | 5 years | ||||
Class of Warrant or Right, Outstanding | 366,666 | 366,666 | ||||
Public Warrants | ||||||
Class of warrants or rights maturity (in shares) | 16,666,637 | 16,666,637 | 16,666,637 | |||
Class of warrants or rights exercise price of warrants or rights (in dollars per share) | $ 11.5 | $ 11.5 | ||||
Terminating initial public offering term | 5 years | 5 years | ||||
Class of warrant or right period of redemption of outstanding warrants with prior written notice of redemption | 30 days | 30 days | ||||
Number of trading days within trading period | 20 days | 20 days | ||||
Redemption price (in dollars per share) | $ 0.01 | $ 0.01 | ||||
Minimum share price for warrant redemption (in dollars per share) | $ 18 | $ 18 | ||||
Public and Private Warrant | ||||||
Class of warrants or rights exercise price of warrants or rights (in dollars per share) | $ 11.5 | |||||
Common stock | WorxWell | ||||||
Warrants issued in connection with acquisition (in shares) | 1,000,000 |
Stock Warrants - Summary of Out
Stock Warrants - Summary of Outstanding Common Stock Warrants (Detail) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 | Mar. 07, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Class of Warrant or Right [Line Items] | |||||
Number of warrants (in shares) | 21,305,462 | 21,311,920 | 3,394,867 | 3,427,407 | |
Exercise price per warrant (in dollars per share) | $ 11.5 | ||||
August 2010 - June 2011 | Common stock (previously Series B redeemable convertible preferred stock) | |||||
Class of Warrant or Right [Line Items] | |||||
Number of warrants (in shares) | 46,498 | 46,498 | 46,498 | 46,498 | |
Exercise price per warrant (in dollars per share) | $ 15.49 | $ 15.49 | |||
August 2011 - January 2012 | Common stock (previously Series C redeemable convertible preferred stock) | |||||
Class of Warrant or Right [Line Items] | |||||
Number of warrants (in shares) | 53,256 | 53,256 | 53,256 | 71,898 | |
Exercise price per warrant (in dollars per share) | $ 18.78 | $ 18.78 | |||
August 2012 | Common stock (previously Series D redeemable convertible preferred stock) | |||||
Class of Warrant or Right [Line Items] | |||||
Number of warrants (in shares) | 45,388 | 45,388 | 45,388 | 59,282 | |
Exercise price per warrant (in dollars per share) | $ 21.6 | $ 21.6 | |||
December 2013 | Common stock (previously Series E redeemable convertible preferred stock) | |||||
Class of Warrant or Right [Line Items] | |||||
Number of warrants (in shares) | 63,296 | 63,296 | 63,296 | 63,296 | |
Exercise price per warrant (in dollars per share) | $ 25.91 | $ 25.91 | |||
April 2015 - April 2016 | Common stock (previously Series F redeemable convertible preferred stock) | |||||
Class of Warrant or Right [Line Items] | |||||
Number of warrants (in shares) | 38,749 | 45,207 | 161,457 | 161,457 | |
Exercise price per warrant (in dollars per share) | $ 38.71 | $ 38.71 | |||
April 2016 - November 2018 | Common stock (previously Series H redeemable convertible preferred stock) | |||||
Class of Warrant or Right [Line Items] | |||||
Number of warrants (in shares) | 1,135,391 | 1,135,391 | 1,135,391 | 1,135,395 | |
Exercise price per warrant (in dollars per share) | $ 18.93 | $ 18.93 | |||
March 2017 | Common stock (previously Series H redeemable convertible preferred stock) | |||||
Class of Warrant or Right [Line Items] | |||||
Number of warrants (in shares) | 1,849,431 | 1,849,431 | 1,849,431 | 1,849,431 | |
Exercise price per warrant (in dollars per share) | $ 12.91 | $ 12.91 | |||
March 2014 | Common stock | |||||
Class of Warrant or Right [Line Items] | |||||
Number of warrants (in shares) | 2,324 | 2,324 | 2,324 | 2,324 | |
Exercise price per warrant (in dollars per share) | $ 9.47 | $ 9.47 | |||
August 2015 | Common stock | |||||
Class of Warrant or Right [Line Items] | |||||
Number of warrants (in shares) | 12,916 | 12,916 | 12,916 | 12,916 | |
Exercise price per warrant (in dollars per share) | $ 11.62 | $ 11.62 | |||
December 2018 | Common stock | |||||
Class of Warrant or Right [Line Items] | |||||
Number of warrants (in shares) | 24,910 | 24,910 | 24,910 | 24,910 | |
Exercise price per warrant (in dollars per share) | $ 9.04 | $ 9.04 | |||
August 2020 | Private Warrants | |||||
Class of Warrant or Right [Line Items] | |||||
Number of warrants (in shares) | 366,666 | 366,666 | 0 | 0 | |
Exercise price per warrant (in dollars per share) | $ 11.5 | $ 11.5 | |||
August 2020 | Public Warrants | |||||
Class of Warrant or Right [Line Items] | |||||
Number of warrants (in shares) | 16,666,637 | 16,666,637 | 0 | 0 | |
Exercise price per warrant (in dollars per share) | $ 11.5 | $ 11.5 | |||
December 2021 | Common stock | |||||
Class of Warrant or Right [Line Items] | |||||
Number of warrants (in shares) | 1,000,000 | 1,000,000 | 0 | 0 | |
Exercise price per warrant (in dollars per share) | $ 10 | $ 10 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) | 6 Months Ended | 12 Months Ended | |||
Mar. 08, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based compensation arrangement by share-based payment award, options, outstanding, number (in shares) | 24,770,000 | 27,582,000 | 24,915,000 | ||
Share-based compensation arrangement by share-based payment award, options, grants in period, weighted average grant date fair value (in dollars per share) | $ 4.38 | $ 4.38 | |||
Share-based compensation arrangement by share-based payment award, options, vested in period, fair value | $ 16,200,000 | $ 12,800,000 | $ 24,800,000 | ||
Intrinsic value of options exercised | $ 400,000 | 400,000 | |||
Unrecognized compensation cost related to unvested stock options | $ 18,100,000 | $ 33,300,000 | |||
Compensation cost related to unvested stock options expected to be recognised over a weighted average service period | 1 year 8 months 12 days | 1 year 10 months 24 days | |||
Options granted (in shares) | 0 | 5,000,000 | |||
Weighted-average exercise price (in dollars per share) | $ 9.44 | $ 9.43 | $ 9.32 | ||
Weighted-average remaining contractual term | 6 years 6 months | 7 years | 7 years 7 months 6 days | ||
Aggregate Intrinsic Value | $ 0 | $ 0 | |||
2018 Plan | |||||
Share based payment arrangement number of options available to purchase (in shares) | 0 | 0 | |||
Share-based compensation arrangement by share-based payment award, options, outstanding, number (in shares) | 24,657,302 | ||||
Share-based compensation arrangement by share-based payment award, expiration period | 10 years | 10 years | |||
2018 Plan | Minimum | |||||
Share-based compensation arrangement by share-based payment award, award vesting rights, percentage | 20% | ||||
2018 Plan | Maximum | |||||
Share-based compensation arrangement by share-based payment award, award vesting rights, percentage | 25% | ||||
2018 Plan | Year One Vesting | |||||
Share based compensation arrangement by share based payment award vesting period | 1 year | ||||
2018 Plan | Year One Vesting | Officer Options | |||||
Share-based compensation arrangement by share-based payment award, award vesting rights, percentage | 25% | ||||
Share based compensation arrangement by share based payment award vesting period | 12 months | ||||
2018 Plan | Vesting Option One | |||||
Share-based compensation arrangement by share-based payment award, award vesting rights, percentage | 20% | ||||
Share based compensation arrangement by share based payment award vesting period | 1 year | ||||
2018 Plan | Vesting Option One | Officer Options | |||||
Share-based compensation arrangement by share-based payment award, award vesting rights, percentage | 25% | ||||
2018 Plan | Vesting Option Two | |||||
Share-based compensation arrangement by share-based payment award, award vesting rights, percentage | 25% | ||||
Share based compensation arrangement by share based payment award vesting period | 1 year | ||||
2021 Plan | |||||
Share based payment arrangement number of options available to purchase (in shares) | 58,631,907 | ||||
Share-based compensation arrangement by share-based payment award, options, outstanding, number (in shares) | 24,657,302 | ||||
Share-based compensation arrangement by share-based payment award, number of shares available for grant (in shares) | 22,217,714 | 18,594,386 | |||
2021 Plan | Officer Restricted Stock Units | |||||
Share based compensation arrangement by share based payment award vesting period | 4 years | ||||
Share based compensation by share based payment arrangement equity instruments other than granted during the period (in shares) | 12,500,000 | ||||
2021 Plan | Officer Restricted Stock Units | Share Price Hurdle Achieved One | |||||
Share based compensation arrangement by share based payment award percentage of non option equity instruments granted | 50% | ||||
Share based payment arrangement by share based payment award vested after share price hurdle achieved (in dollars per share) | $ 15 | ||||
2021 Plan | Officer Restricted Stock Units | Share Price Hurdle Achieved Two | |||||
Share based compensation arrangement by share based payment award percentage of non option equity instruments granted | 50% | ||||
Share based payment arrangement by share based payment award vested after share price hurdle achieved (in dollars per share) | $ 20 | ||||
2021 Plan | Officer Options | |||||
Share based compensation arrangement by share based payment award vesting period | 4 years | ||||
2021 Plan | Officer Options | Class A common stock, par value, $0.0001 per share | |||||
Share based payment arrangement number of options available to purchase (in shares) | 5,000,000 | ||||
2021 Plan | Unvested restricted stock units | |||||
Share based compensation by share based payment arrangement equity instruments other than granted during the period (in shares) | 0 | 12,758,000 | |||
2021 Plan | Year One Vesting | Officer Options | |||||
Share-based compensation arrangement by share-based payment award, award vesting rights, percentage | 25% | ||||
Share based compensation arrangement by share based payment award vesting period | 12 months | ||||
2021 Plan | Monthly Vesting | Officer Restricted Stock Units | |||||
Share-based compensation arrangement by share-based payment award, award vesting rights, percentage | 75% | ||||
Share based compensation arrangement by share based payment award vesting period | 36 months | ||||
2021 Plan | Monthly Vesting | Officer Options | |||||
Share-based compensation arrangement by share-based payment award, award vesting rights, percentage | 75% | ||||
Share based compensation arrangement by share based payment award vesting period | 36 months | ||||
2021 Plan | Vesting Option One | Officer Restricted Stock Units | |||||
Share based compensation arrangement by share based payment award vesting period | 4 years | ||||
2021 Plan | Vesting Option One | Officer Options | |||||
Share-based compensation arrangement by share-based payment award, award vesting rights, percentage | 25% | ||||
Share based compensation arrangement by share based payment award vesting period | 4 years | ||||
2021 Plan | Vesting Option Two | Officer Restricted Stock Units | |||||
Share-based compensation arrangement by share-based payment award, award vesting rights, percentage | 75% | ||||
Share based compensation arrangement by share based payment award vesting period | 36 months | ||||
2021 Plan | Vesting Option Two | Officer Options | |||||
Share-based compensation arrangement by share-based payment award, award vesting rights, percentage | 75% | ||||
Share based compensation arrangement by share based payment award vesting period | 36 months | ||||
CEO Incentive Plan | |||||
Share-based compensation arrangement by share-based payment award, options, grants in period, weighted average grant date fair value (in dollars per share) | $ 3.54 | $ 3.54 | |||
Unrecognized compensation cost related to unvested stock options | $ 63,800,000 | $ 73,100,000 | |||
Options granted (in shares) | 25,000,000 | 25,000,000 | |||
Weighted-average exercise price (in dollars per share) | $ 10 | $ 10 | |||
Weighted-average remaining contractual term | 8 years 8 months 12 days | 9 years 2 months 12 days | |||
Aggregate Intrinsic Value | $ 0 | $ 0 | |||
Share based compensation by share based payment award options shares issued in period | 0 | 0 | |||
Compensation cost related to options expected to be recognised over a weighted average service period | 4 years | 4 years 4 months 24 days | |||
CEO Incentive Plan | Common Stock | |||||
Share based compensation arrangement option granted to purchase stock at exercise price (in dollars per share) | $ 10 | ||||
CEO Incentive Plan | Unvested restricted stock units | |||||
Grant date fair value of RSUs vested | $ 300,000 | $ 200,000 | $ 800,000 | ||
Unrecognized compensation cost related to Equity instruments other than options | $ 23,500,000 | $ 42,200,000 | |||
Compensation cost related to equity instruments other than options expected to be recognised over a weighted average service period | 1 year 6 months | 1 year 8 months 12 days |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Options Exercisable under CEO Incentive Plan (Detail) - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Option Shares | 0 | 5,000,000 |
CEO Incentive Plan | Year One Vesting | ||
Option Shares | 2,500,000 | 2,500,000 |
Average Trading Price per Share of the Combined Entity (in dollars per share) | $ 20 | $ 20 |
CEO Incentive Plan | Monthly Vesting | ||
Option Shares | 2,500,000 | 2,500,000 |
Average Trading Price per Share of the Combined Entity (in dollars per share) | $ 30 | $ 30 |
CEO Incentive Plan | Share-based Payment Arrangement, Tranche Three | ||
Option Shares | 2,500,000 | 2,500,000 |
Average Trading Price per Share of the Combined Entity (in dollars per share) | $ 40 | $ 40 |
CEO Incentive Plan | Share-based Payment Arrangement Tranche Four | ||
Option Shares | 2,500,000 | 2,500,000 |
Average Trading Price per Share of the Combined Entity (in dollars per share) | $ 50 | $ 50 |
CEO Incentive Plan | Share-based Payment Arrangement Tranche Five | ||
Option Shares | 2,500,000 | 2,500,000 |
Average Trading Price per Share of the Combined Entity (in dollars per share) | $ 60 | $ 60 |
CEO Incentive Plan | Share-based Payment Arrangement Tranche Six | ||
Option Shares | 2,500,000 | 2,500,000 |
Average Trading Price per Share of the Combined Entity (in dollars per share) | $ 70 | $ 70 |
CEO Incentive Plan | Share-based Payment Arrangement Tranche Seven | ||
Option Shares | 2,500,000 | 2,500,000 |
Average Trading Price per Share of the Combined Entity (in dollars per share) | $ 80 | $ 80 |
CEO Incentive Plan | Share-based Payment Arrangement Tranche Eight | ||
Option Shares | 2,500,000 | 2,500,000 |
Average Trading Price per Share of the Combined Entity (in dollars per share) | $ 90 | $ 90 |
CEO Incentive Plan | Share-based Payment Arrangement Tranche Nine | ||
Option Shares | 2,500,000 | 2,500,000 |
Average Trading Price per Share of the Combined Entity (in dollars per share) | $ 100 | $ 100 |
CEO Incentive Plan | Share-based Payment Arrangement Tranche Ten | ||
Option Shares | 2,500,000 | 2,500,000 |
Average Trading Price per Share of the Combined Entity (in dollars per share) | $ 110 | $ 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, $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Number of Shares Subject to Stock Options Outstanding | |||
Beginning balance (in shares) | 27,582,000 | 24,915,000 | |
Options granted (in shares) | 0 | 5,000,000 | |
Exercised (in shares) | 0 | (190,000) | |
Canceled/forfeited (in shares) | (2,812,000) | (2,143,000) | |
Ending balance (in shares) | 24,770,000 | 27,582,000 | 24,915,000 |
Options vested and expected to vest (in shares) | 24,664,000 | 27,167,000 | |
Exercisable (in shares) | 20,243,000 | 18,633,000 | |
Weighted- Average Exercise Price | |||
Weighted-Average Exercise Price, Beginning balance (in dollars per share) | $ 9.43 | $ 9.32 | |
Options granted (in dollars per share) | 0 | 10 | |
Exercised (in dollars per share) | 0 | 9.04 | |
Canceled/forfeited (in dollars per share) | 9.41 | 9.52 | |
Weighted-Average Exercise Price, Ending balance (in dollars per share) | 9.44 | 9.43 | $ 9.32 |
Weighted-Average Exercise Price, Options vested and expected to vest (in dollars per share) | 9.44 | 9.44 | |
Weighted-Average Exercise Price, (in dollars per share) | $ 9.42 | $ 9.42 | |
Weighted-Average Remaining Contractual Term, Outstanding | 6 years 6 months | 7 years | 7 years 7 months 6 days |
Weighted-Average Remaining Contractual Term, Options vested and expected to vest | 6 years 6 months | 7 years | |
Weighted-Average Remaining Contractual Term, Exercisable | 6 years 2 months 12 days | 6 years 6 months | |
Aggregate Intrinsic Value, Beginning balance | $ 0 | $ 20,564 | |
Aggregate Intrinsic Value, Ending balance | 0 | 0 | $ 20,564 |
Aggregate Intrinsic Value, Options vested and expected to vest | 0 | 0 | |
Aggregate Intrinsic Value | $ 0 | $ 0 | |
Share price (in dollars per share) | $ 1.62 | $ 3.91 | |
Pro Forma | |||
Weighted- Average Exercise Price | |||
Share price (in dollars per share) | $ 9.89 | ||
Previously Reported | |||
Number of Shares Subject to Stock Options Outstanding | |||
Beginning balance (in shares) | 1,071,605,000 | ||
Ending balance (in shares) | 1,071,605,000 | ||
Weighted- Average Exercise Price | |||
Weighted-Average Exercise Price, Beginning balance (in dollars per share) | $ 0.22 | ||
Weighted-Average Exercise Price, Ending balance (in dollars per share) | $ 0.22 | ||
Weighted-Average Remaining Contractual Term, Outstanding | 7 years 7 months 6 days | ||
Aggregate Intrinsic Value, Beginning balance | $ 20,564 | ||
Aggregate Intrinsic Value, Ending balance | $ 20,564 | ||
Retroactive application of reverse recapitalization | |||
Number of Shares Subject to Stock Options Outstanding | |||
Beginning balance (in shares) | (1,046,690,000) | ||
Ending balance (in shares) | (1,046,690,000) |
Stock Based Compensation - Summ
Stock Based Compensation - Summary of Outstanding Restricted Stock Units (Detail) - 2021 Plan - Unvested restricted stock units - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Number of Shares | ||
Beginning balance (in shares) | 11,643,000 | 0 |
Granted (in shares) | 0 | 12,758,000 |
Vested (in shares) | (32,000) | (115,000) |
Canceled (in shares) | (811,000) | (1,000,000) |
Ending balance (in shares) | 10,800,000 | 11,643,000 |
Weighted Average Grant Date Fair Value | ||
Beginning balance (in dollars per share) | $ 6.14 | $ 0 |
Granted (in dollars per share) | 0 | 6.15 |
Vested (in dollars per share) | 7.81 | 7.39 |
Canceled (in dollars per share) | 6.28 | 6.12 |
Ending balance (in dollars per share) | $ 6.12 | $ 6.14 |
Stock-Based Compensation - Su_3
Stock-Based Compensation - Summary of Share-based Payment Award, Stock Options, Valuation Assumptions (Detail) - $ / shares | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share price (in dollars per share) | $ 1.62 | $ 3.91 | |||
Share-based Payment Arrangement, Option | CEO Option Award | |||||
Expected volatility | 54% | 54% | |||
Expected terms (in years) | 10 years | 10 years | |||
Expected dividends | 0% | 0% | |||
Risk-free rate | 1.59% | 1.59% | |||
Share price (in dollars per share) | $ 9.19 | $ 9.19 | |||
Discount for lack of marketability | 20% | 20% | |||
Share-based Payment Arrangement, Option | Officer | |||||
Expected volatility | 53% | 53% | |||
Expected terms (in years) | 6 years | 6 years | |||
Expected dividends | 0% | 0% | |||
Risk-free rate | 1.07% | 1.07% | |||
Share price (in dollars per share) | $ 9.19 | $ 9.19 | |||
Unvested restricted stock units | Officer | |||||
Expected volatility | 56% | 56% | |||
Expected terms (in years) | 4 years | 4 years | |||
Expected dividends | 0% | 0% | |||
Risk-free rate | 0.60% | 0.60% | |||
Share price (in dollars per share) | $ 9.19 | $ 9.19 | |||
Share-based Payment Arrangement, Employee | |||||
Expected volatility | 53% | 53% | 70% | ||
Expected terms (in years) | 6 days | 6 years | |||
Expected dividends | 0% | 0% | 0% | 0% | |
Risk-free rate | 1.07% | 1.07% | |||
Share-based Payment Arrangement, Employee | Minimum [Member] | |||||
Expected volatility | 49% | ||||
Expected terms (in years) | 5 years 4 months 24 days | 5 years 7 months 6 days | |||
Risk-free rate | 0.40% | 1.50% | |||
Share-based Payment Arrangement, Employee | Maximum [Member] | |||||
Expected volatility | 70% | ||||
Expected terms (in years) | 6 years 8 months 12 days | 6 years 8 months 12 days | |||
Risk-free rate | 1.50% | 2.50% |
Stock-Based Compensation - Su_4
Stock-Based Compensation - Summary of Stock-based Compensation (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based compensation expense | $ 18,141 | $ 22,274 | $ 35,609 | $ 32,737 | $ 73,620 | $ 28,932 | $ 29,076 |
Cost of revenue | |||||||
Share-based compensation expense | 345 | 1,297 | 708 | 2,175 | 4,930 | 2,240 | 3,084 |
Research and development | |||||||
Share-based compensation expense | 1,486 | 2,628 | 1,555 | 3,543 | 8,725 | 4,438 | 4,113 |
Selling, general, and administrative | |||||||
Share-based compensation expense | $ 16,310 | $ 18,349 | $ 33,346 | $ 27,019 | $ 59,965 | $ 22,254 | $ 21,879 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income (Loss) Before Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||||||
Domestic | $ (343,444) | $ (250,042) | $ (312,162) | ||||
Foreign | 74 | 356 | 104 | ||||
Loss before provision for income taxes | $ (82,856) | $ (95,716) | $ (165,204) | $ (169,746) | $ (343,370) | $ (249,686) | $ (312,058) |
Income Taxes - Summary of the P
Income Taxes - Summary of the Provision for Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current Income Tax Provision: | |||||||
Federal | $ 0 | $ 0 | $ 0 | ||||
State | 0 | 0 | 0 | ||||
Foreign | 65 | 40 | 51 | ||||
Total Current Provision for Income Taxes | 65 | 40 | 51 | ||||
Deferred Income Tax (Benefit) Provision: | |||||||
Federal | (349) | 0 | 0 | ||||
State | (108) | 0 | 0 | ||||
Foreign | 0 | 0 | 0 | ||||
Total Deferred (Benefit) Provision for Income Taxes | (457) | 0 | 0 | ||||
Total (Benefit) Provision for Income Taxes | $ 30 | $ 4 | $ 54 | $ 9 | $ (392) | $ 40 | $ 51 |
Income Taxes - Effective Income
Income Taxes - Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Tax at statutory rate | 21% | 21% | 21% |
State tax, net of federal benefit | 0.04% | 0.05% | 0.05% |
Permanent differences | 1.16% | 0.53% | 1.51% |
Stock-based compensation | (0.18%) | (0.03%) | (0.33%) |
Change in valuation allowance | (22.17%) | (22.41%) | (15.04%) |
Other | 0.26% | 0.84% | (6.96%) |
Total rate | 0.11% | (0.02%) | 0.23% |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 393,967 | $ 313,471 |
Intangibles | 4,719 | 6,802 |
Research and development credits | 7,221 | 5,636 |
Accruals and other reserves | 18,386 | 16,007 |
Inventory reserve | 10,415 | 21,239 |
Stock-based compensation | 34,622 | 16,842 |
Lease liability | 6,546 | 0 |
Other | 2,427 | 581 |
Deferred tax assets before valuation allowance | 478,303 | 380,578 |
Valuation allowance | (459,885) | (367,930) |
Deferred tax assets after valuation allowance | 18,418 | 12,648 |
Deferred tax liability on fixed assets | (13,107) | (12,648) |
Deferred tax liability on ROU Asset | (5,311) | 0 |
Net deferred tax assets | $ 0 | $ 0 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Jan. 01, 2018 | |
Tax Credit Carryforward [Line Items] | |||||||
Changes in estimated uncertain tax benefits | $ 0 | $ 0 | |||||
Unrecognized tax benefits | $ 8,357,000 | $ 6,593,000 | $ 4,829,000 | $ 1,917,000 | |||
Accrued interest and penalties related to uncertain tax positions | 0 | ||||||
Valuation allowance | 459,885,000 | 367,930,000 | |||||
Increase of valuation allowance | 92,000,000 | $ 67,400,000 | $ 58,700,000 | ||||
Domestic Tax Authority | |||||||
Tax Credit Carryforward [Line Items] | |||||||
Net operating loss carryforwards | 1,549,500,000 | $ 1,126,100,000 | |||||
Domestic Tax Authority | Research Tax Credit Carryforward | |||||||
Tax Credit Carryforward [Line Items] | |||||||
Tax credit carryforward | 5,900,000 | ||||||
State and Local Jurisdiction | |||||||
Tax Credit Carryforward [Line Items] | |||||||
Net operating loss carryforwards | 1,191,700,000 | ||||||
State and Local Jurisdiction | Research Tax Credit Carryforward | |||||||
Tax Credit Carryforward [Line Items] | |||||||
Tax credit carryforward | $ 10,800,000 |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Balance at beginning of year | $ 6,593 | $ 4,829 | $ 1,917 |
Decreases related to prior year tax positions | 0 | 0 | 0 |
Increases related to prior year tax positions | 0 | 0 | 988 |
Increases related to current year tax positions | 1,764 | 1,764 | 1,924 |
Balance at end of year | $ 8,357 | $ 6,593 | $ 4,829 |
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 | 6 Months Ended | 12 Months Ended | ||||||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |||||||||
Net loss | $ (82,886) | $ (82,372) | $ (95,720) | $ (74,035) | $ (165,258) | $ (169,755) | $ (342,978) | $ (249,726) | $ (312,109) |
Weighted-average shares outstanding, basic (in shares) | 214,253,209 | 212,116,112 | 214,242,768 | 134,240,831 | 173,692,582 | 1,678,098 | 1,571,045 | ||
Weighted-average shares outstanding, diluted (in shares) | 214,253,209 | 212,116,112 | 214,242,768 | 134,240,831 | 173,692,582 | 1,678,098 | 1,571,045 | ||
Net loss per share, basic (in shares) | $ (0.39) | $ (0.45) | $ (0.77) | $ (1.26) | $ (1.97) | $ (148.81) | $ (198.66) | ||
Net loss per share, diluted (in shares) | $ (0.39) | $ (0.45) | $ (0.77) | $ (1.26) | $ (1.97) | $ (148.81) | $ (198.66) |
Net Loss Per Share - Summary _2
Net Loss Per Share - Summary of Antidilutive Securities Excluded From Computation of Earnings Per Share (Detail) - shares | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 46,075,767 | 50,156,755 | 49,036,742 | 149,740,978 | 151,640,245 |
Stock options to purchase common stock | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 24,770,305 | 29,587,210 | 27,582,170 | 24,914,801 | 26,777,351 |
Unvested restricted stock units | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 0 | 257,625 | 142,652 | 0 | 0 |
Warrants to purchase common stock | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 21,305,462 | 20,311,920 | 21,311,920 | 40,150 | 40,150 |
Redeemable convertible preferred stock (on an if-converted basis) | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 0 | 121,431,310 | 121,435,487 | ||
Warrants to purchase redeemable convertible preferred stock (on an if-converted basis) | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 0 | 3,354,717 | 3,387,257 |
Net Loss Per Share - Additional
Net Loss Per Share - Additional Information (Detail) - shares | 6 Months Ended | 12 Months Ended | ||
Mar. 08, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Earn out shares subject to vesting and potential forfeiture | 4,970,000 | 4,970,000 | 4,970,000 | |
Options granted (in shares) | 0 | 5,000,000 | ||
Non Qualified Stock Option Awards | CEO Option Award | ||||
Options granted (in shares) | 25,000,000 | 25,000,000 | 25,000,000 | |
Unvested restricted stock units | Officer | ||||
Share based compensation by share based payment arrangement equity instruments other than granted during the period (in shares) | 12,500,000 | 10,800,000 | 12,500,000 | 11,500,000 |
Subsequent Events (Details)
Subsequent Events (Details) - CF Principal Investments, LLC And YA II PN, Ltd. - Private Placement - USD ($) | 5 Months Ended | |
Aug. 08, 2022 | Dec. 31, 2022 | |
Forecast | ||
Subsequent Event [Line Items] | ||
Value of shares issued | $ 1,300,000 | |
Subsequent Event | ||
Subsequent Event [Line Items] | ||
Maximum issuing capacity | $ 100,000,000 | |
Agreement effective period | 36 days | |
Purchase price of common stock, percent | 97% | |
Percentage of ownership after transaction, threshold | 20% | |
Agreement termination cost or penalty | $ 0 | |
Right to terminate agreement, prior written notice required | 3 days |
Schedule of Valuation and Qua_3
Schedule of Valuation and Qualifying Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | ||||
Balance at Beginning of Period | $ 224 | $ 200 | $ 287 | |
Costs and Expenses | 464 | 178 | 180 | |
Deductions | [1] | 0 | (154) | (267) |
Balance at End of Period | $ 689 | $ 224 | $ 200 | |
[1]Represents uncollectible accounts charged against the allowance for credit losses, net of recoveries. |