Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2023 | May 04, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-39470 | |
Entity Registrant Name | VIEW, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 84-3235065 | |
Entity Address, Address Line One | 195 South Milpitas Blvd | |
Entity Address, City or Town | Milpitas | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 95035 | |
City Area Code | 408 | |
Local Phone Number | 263-9200 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 241,233,902 | |
Amendment Flag | false | |
Entity Central Index Key | 0001811856 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Class A common stock, par value, $0.0001 per share | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Class A common stock, par value, $0.0001 per share | |
Trading Symbol | VIEW | |
Security Exchange Name | NASDAQ | |
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 | |
Trading Symbol | VIEWW | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (unaudited) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 52,637 | $ 95,858 |
Short-term investments | 77,539 | 102,284 |
Accounts receivable, net of allowances | 29,937 | 42,407 |
Inventories | 17,980 | 17,373 |
Prepaid expenses and other current assets | 35,486 | 38,297 |
Total current assets | 213,579 | 296,219 |
Property and equipment, net | 259,864 | 262,360 |
Restricted cash | 16,693 | 16,448 |
Right-of-use assets | 17,787 | 18,485 |
Other assets | 30,900 | 25,514 |
Total assets | 538,823 | 619,026 |
Current liabilities: | ||
Accounts payable | 20,340 | 21,099 |
Accrued expenses and other current liabilities | 52,331 | 72,410 |
Accrued compensation | 12,744 | 9,799 |
Deferred revenue | 6,777 | 9,199 |
Total current liabilities | 92,192 | 112,507 |
Debt, non-current | 201,482 | 218,837 |
Sponsor earn-out liability | 6 | 506 |
Lease liabilities | 18,693 | 19,589 |
Other liabilities | 45,458 | 47,095 |
Total liabilities | 357,831 | 398,534 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Common stock, $0.0001 par value; 600,000,000 shares authorized as of March 31, 2023 and December 31, 2022; 240,740,922 and 221,735,925 shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively | 25 | 23 |
Additional paid-in capital | 2,842,676 | 2,814,889 |
Accumulated deficit | (2,661,709) | (2,594,420) |
Total stockholders’ equity | 180,992 | 220,492 |
Total liabilities and stockholders’ equity | 538,823 | 619,026 |
Nonrelated Party | ||
Current liabilities: | ||
Debt, non-current | 92,319 | 109,754 |
Related Party | ||
Current liabilities: | ||
Debt, non-current | $ 109,163 | $ 109,083 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (unaudited) (Parentheticals) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 12, 2021 | Mar. 08, 2021 |
Statement of Financial Position [Abstract] | ||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 600,000,000 | 600,000,000 | 600,000,000 | |
Common stock, shares issued (in shares) | 240,740,922 | 221,735,925 | ||
Common stock, share outstanding (in shares) | 240,740,922 | 221,735,925 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Comprehensive Loss (unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Revenue | $ 18,348 | $ 17,012 |
Costs and expenses: | ||
Cost of revenue | 37,913 | 40,364 |
Cost of revenue - related party | 2,300 | 198 |
Research and development | 12,941 | 19,695 |
Selling, general, and administrative | 25,400 | 42,959 |
Restructuring costs | 4,249 | 0 |
Total costs and expenses | 82,803 | 103,216 |
Loss from operations | (64,455) | (86,204) |
Interest and other expense (income), net | ||
Interest expense, net | 3,161 | 197 |
Other expense, net | 162 | 328 |
Gain on fair value change, net | (507) | (4,381) |
Interest and other expense (income), net | 2,816 | (3,856) |
Loss before provision for income taxes | (67,271) | (82,348) |
Provision for income taxes | 18 | 24 |
Net and comprehensive loss | (67,289) | (82,372) |
Net and comprehensive loss | $ (67,289) | $ (82,372) |
Net loss per share, basic (in shares) | $ (0.28) | $ (0.38) |
Net loss per share, diluted (in shares) | $ (0.28) | $ (0.38) |
Weighted-average shares used in calculation of net loss per share, basic (in dollars per share) | 236,250,564 | 214,232,210 |
Weighted-average shares used in calculation of net loss per share, diluted (in dollars per share) | 236,250,564 | 214,232,210 |
Nonrelated Party | ||
Revenue | $ 14,887 | $ 15,242 |
Related Party | ||
Revenue | $ 3,461 | $ 1,770 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders’ Equity (unaudited) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Accumulated Deficit |
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) | 26,000 | |||
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, 2022 | 221,736,000 | |||
Beginning balance at Dec. 31, 2022 | $ 220,492 | $ 23 | 2,814,889 | (2,594,420) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Vesting of restricted stock units (in shares) | 3,499,000 | |||
Shares withheld related to net share settlement of equity awards (in shares) | (1,315,885) | (1,316,000) | ||
Shares withheld related to net share settlement of equity awards | $ (1,001) | (1,001) | ||
Conversion of redeemable convertible preferred stock to common stock in connection with reverse recapitalization (in shares) | 16,822,000 | |||
Shares issued upon Convertible Notes conversion | $ 17,828 | $ 2 | 17,826 | |
Issuance of common stock upon exercise of stock options (in shares) | 0 | |||
Stock-based compensation | $ 10,962 | 10,962 | ||
Net loss | (67,289) | (67,289) | ||
Ending balance (in shares) at Mar. 31, 2023 | 240,741,000 | |||
Ending balance at Mar. 31, 2023 | $ 180,992 | $ 25 | $ 2,842,676 | $ (2,661,709) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (67,289) | $ (82,372) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 5,771 | 5,951 |
Gain on fair value change, net | (507) | (4,381) |
Stock-based compensation | 11,192 | 17,468 |
Other | 5,210 | 329 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 12,122 | 665 |
Inventories | (607) | (3,540) |
Prepaid expenses and other current assets | 1,703 | 520 |
Other assets | (4,321) | 1,914 |
Accounts payable | 805 | (896) |
Deferred revenue | (2,422) | (2,462) |
Accrued compensation | 2,945 | 701 |
Accrued expenses and other liabilities | (25,064) | (5,171) |
Net cash used in operating activities | (60,462) | (71,274) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (4,918) | (9,137) |
Purchases of short-term investments | (71,316) | 0 |
Maturities of short-term investments | 97,000 | 0 |
Disbursement under loan receivable (Note 6) | (3,001) | 0 |
Net cash provided by (used in) investing activities | 17,765 | (9,137) |
Cash flows from financing activities: | ||
Payment of debt issuance costs | (228) | 0 |
Payments of obligations under finance leases | (134) | (134) |
Taxes paid related to the net share settlement of equity awards (Note 8) | (1,001) | 0 |
Net cash used in financing activities | (1,363) | (134) |
Net decrease in cash, cash equivalents, and restricted cash | (44,060) | (80,545) |
Cash, cash equivalents, and restricted cash, beginning of period | 114,165 | 297,543 |
Cash, cash equivalents, and restricted cash, end of period | 70,105 | 216,998 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 87 | 21 |
Non-cash investing and financing activities: | ||
Payables and accrued liabilities related to purchases of property and equipment | 504 | 1,315 |
Common stock issued upon vesting of restricted stock units | 2,824 | 40 |
Common stock issued upon conversion of Convertible Notes | $ 18,000 | $ 0 |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Summary of Significant Accounting Policies | Organization and Summary of Significant Accounting Policies Organization View, Inc. 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. 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, 2022, included in the Company’s 2022 Annual Report on Form 10-K filed with the SEC on March 31, 2023 (the “2022 Annual Report on Form 10-K”). The information as of December 31, 2022 included in the condensed consolidated balance sheets was derived from those audited consolidated financial statements. For the three months ended March 31, 2023 and 2022, there was no difference between net loss and total comprehensive loss. The condensed consolidated financial statements were prepared on the same basis as the audited consolidated financial statements and included herein reflect all adjustments, including normal recurring adjustments, which are, in the opinion of management, necessary for a fair statement of the Company’s financial position as of March 31, 2023, the results of operations for the three months ended March 31, 2023 and the cash flows for the three months ended March 31, 2023. The results of operations for the three months ended March 31, 2023 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 In accordance with Accounting Standards Codification (“ASC”) Topic 205-40, Going Concern, the Company evaluates whether there are certain conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern. As further detailed below, the Company has concluded that there is substantial doubt about its ability to continue as a going concern as the Company estimates that its financial resources are adequate to fund its forecasted operating costs and meet its obligations into, but not beyond the third quarter of 2023. If the Company is unable to obtain adequate capital resources to fund its obligations, it would not be able to continue to operate its business pursuant to the Company’s current business plan and it would be necessary to pursue other options, including further reducing spending, which could have a material impact on its operations and its revenues, or it may ultimately be forced to discontinue operations entirely. There can be no assurance that the necessary additional financing will be available on terms acceptable to the Company, or at all. If the Company raises funds in the future by issuing equity securities, dilution to stockholders will occur and may be substantial. Any equity securities issued may also provide for rights, preferences, or privileges senior to those of holders of common stock. If the Company raises funds in the future by issuing additional debt securities, these debt securities could have rights, preferences, and privileges senior to those of preferred and common stockholders. The terms of any additional debt securities or borrowings could impose significant restrictions on the Company’s 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 continue to impact the cost of debt financing. 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 $2,661.7 million as of March 31, 2023. For the three months ended March 31, 2023, the Company had a net loss of approximately $67.3 million and negative cash flows from operations of approximately $60.5 million. In addition, for the three months ended March 31, 2022, the Company had a net loss of approximately $82.4 million and negative cash flows from operations of approximately $71.3 million. Cash and cash equivalents were $52.6 million and short term investments were $77.5 million as of March 31, 2023. The Company has historically financed its operations through revenue generation from product sales, the issuance and sale of redeemable convertible preferred stock, the issuance of debt financing, and the gross proceeds associated with the contribution of cash and the issuance of private investment in public equity (“PIPE”) in connection with the Company’s merger completed on March 8, 2021. As noted in Note 7 In order to reduce the cash used in operating activities, the Company implemented certain cost savings initiatives in the second half of 2022, as well as a restructuring plan in March 2023 as further discussed in Note 11 . While these plans are anticipated to reduce cash outflow when compared to prior periods, the Company’s continued existence is dependent upon its ability to obtain additional financing, as well as to attain and maintain profitable operations by entering into profitable sales contracts and generating sufficient cash flow to meet its obligations on a timely basis. The Company’s business will require a significant amount of capital investments to execute its long-term business plans. 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, 2022 included in the Company’s 2022 Annual Report on Form 10-K. Concentration of Credit Risk and Other Risks and Uncertainties Financial instruments that 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 almost entirely held by domestic financial institutions with high credit standings. Such deposits may, at times, exceed federally insured limits. As of March 31, 2023, the Company has not experienced any losses on its deposits of cash and cash equivalents. For the three months ended March 31, 2023, two customers represented greater than 10.0% of total revenue, accounting for 21.1% and 18.9% of total revenue, respectively. For the three months ended March 31, 2022, three customers represented greater than 10.0% of total revenue, accounting for 18.0%, 15.7% and 10.8% of total revenue, respectively. Two customers accounted for 35.8% of accounts receivable, net as of March 31, 2023, each accounting for 25.3% and 10.5% of accounts receivable, net, respectively. Two customers accounted for 27.3% of accounts receivable, net as of December 31, 2022, accounting for 17.3% and 10.0%, 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. Should any such supplier cease to manufacture the products the Company purchases from them or become unable to timely deliver these products in accordance with the Company’s requirements or should such suppliers choose not to do business with the Company, it may be required to locate alternative suppliers in the open market. There can be no assurance that the Company would be able to identify new suppliers with which to do business on terms acceptable to the Company, or at all. For the three months ended March 31, 2023, each of three suppliers accounted for 30.6%, 19.2%, and 11.8% of total purchases, respectively. For the three months ended March 31, 2022, three suppliers accounted for 31.3%, 16.7% and 13.8% 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 2 for further information on revenue by geography and categorized by products and services. |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | 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 March 31, 2023 2022 Revenue: Products $ 17,920 $ 15,533 Services 428 1,479 Total $ 18,348 $ 17,012 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 March 31, 2023 2022 Revenue: Smart Building Platform $ 10,644 $ 9,206 Smart Glass 4,652 5,183 Smart Building Technologies 3,052 2,623 Total $ 18,348 $ 17,012 During the three months ended March 31, 2023 and 2022, the Company recognized a total of $0.6 million and $2.5 million, respectively, for initial contract loss accruals and incurred $1.9 million and $4.0 million, respectively, of previously accrued losses, which resulted in a decrease to the accrual. The balance of estimated contract losses for work that had not yet been completed totaled $11.6 million and $15.0 million as of March 31, 2023 and December 31, 2022, respectively. Changes in estimated costs to complete View Smart Building Platform projects and the related effect on revenue are recognized using a cumulative catch-up adjustment, which recognizes in the current period the cumulative effect of the changes on current and prior periods based on a contract’s progress towards fulfillment of the performance obligation. The cumulative catch-up adjustments were $2.2 million and $0.9 million for the three months ended March 31, 2023 and 2022, 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 March 31, 2023 2022 Revenue: United States $ 17,050 $ 16,284 Canada 1,298 718 Other — 10 Total $ 18,348 $ 17,012 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 Smart Building Platform contracts as of March 31, 2023 was $9.0 million that the Company expects to recognize as it satisfies the performance obligations over the next 12 to 24 months, which are among other things, dependent on the construction schedule of the site for which the Company's products and services are provided. The Company’s performance obligations in Smart Building Technologies contracts are generally short-term in nature, for which the practical expedient has been applied. 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 the Company has billed to the customer but are being held for payment by the customer pending satisfactory completion of the project. Current contract assets as of March 31, 2023 and December 31, 2022 were $15.0 million and $14.6 million, respectively, and were included in other current assets. 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 assets as of March 31, 2023 and December 31, 2022 were $1.2 million and $0.7 million, respectively, and were included in other assets. 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. |
Fair Value
Fair Value | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value | Fair Value The following table presents information about the Company’s financial assets and liabilities measured at fair value on a recurring basis (in thousands): March 31, 2023 Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 43,014 $ — $ — $ 43,014 Total cash equivalents 43,014 — — 43,014 Restricted cash: Certificates of deposit — 17,468 — 17,468 Short-term investments — 77,539 — 77,539 Total assets measured at fair value $ 43,014 $ 95,007 $ — $ 138,021 Sponsor earn-out liability — — 6 6 Total liabilities measured at fair value $ — $ — $ 6 $ 6 December 31, 2022 Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 66,614 $ — $ — $ 66,614 Total cash equivalents 66,614 — — 66,614 Restricted cash: Certificates of deposit — 18,308 — 18,308 Short-term investments $ — $ 102,284 $ — 102,284 Total assets measured at fair value $ 66,614 $ 120,592 $ — $ 187,206 Sponsor earn-out liability — — 506 506 Private warrants liability — — 7 7 Total liabilities measured at fair value $ — $ — $ 513 $ 513 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 Private Balance as of December 31, 2022 $ 506 $ 7 Change in fair value (500) (7) Balance as of March 31, 2023 $ 6 $ — Sponsor Earn-out Shares and Private Warrants are subject to remeasurement to fair value at each balance sheet date. Changes in fair value as a result of the remeasurement are recognized in gain on fair value change, net in the condensed consolidated statements of comprehensive loss. The following table summarizes the gain on fair value change, net (in thousands): Three Months Ended March 31, 2023 2022 Sponsor Earn-out Liability $ (500) $ (4,293) Private Warrants (7) (88) Gain on fair value change, net $ (507) $ (4,381) Valuation of Sponsor Earn-Out liability In conjunction with Company’s merger completed on March 8, 2021, CF Finance Holdings II, LLC (the “Sponsor”) subjected 4,970,000 shares (“Sponsor Earn-Out Shares”) to vesting and potential forfeiture (and related transfer restrictions) based on a five year post-Closing earnout, with (a) 50% of the Sponsor Earn-Out Shares being released if the stock price of the Company exceeds $12.50 for 5 out of any 10 trading days, (b) 25% of the Sponsor Earn-Out Shares being released if the stock price of the Company exceeds $15.00 for 5 out of any 10 trading days and (c) 25% of the Sponsor Earn-Out Shares being released if the stock price of the Company exceeds $20.00 for 5 out of any 10 trading days, in each case, subject to early release for a sale, change of control or going private transaction or delisting after the Closing (collectively, the “Earn-Out Triggering Events”). The estimated fair value of the Sponsor Earn-Out Shares was determined using a Monte Carlo simulation valuation model using the following assumptions: March 31, 2023 December 31, 2022 Stock price $0.50 $0.96 Expected volatility 64.25% 69.25% Risk free rate 3.83% 4.22% Expected term (in years) 2.9 3.2 Expected dividends 0% 0% Current stock price: The stock price was based on the closing price as of the valuation date. Expected volatility: The volatility rate was determined using a Monte Carlo simulation to estimate the implied volatility of the Public Warrants as such warrants are publicly traded. Risk-free interest rate: The risk-free interest rate is based on the U.S. Treasury yield curve for zero-coupon U.S. Treasury notes with maturities corresponding to the remaining expected term of the earnout period. Expected term: The expected term is the remaining contractual term of the earnout period. Expected dividend yield: The expected dividend rate is zero as the Company currently has no history or expectation of declaring dividends in the foreseeable future. Valuation of Private Warrants The estimated fair value of the Private Warrants was determined using the Black-Scholes option-pricing model using the following assumptions: March 31, 2023 December 31, 2022 Stock price $0.50 $0.96 Expected volatility 64.25% 69.25% Risk free rate 3.96% 4.32% Expected term (in years) 2.4 2.7 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 associated with the term loan are carried at amortized cost, which approximates its fair value. The Convertible Notes are carried at amortized cost and their fair value is determined using Level 3 inputs, as discussed further in Note 7 . |
Other Balance Sheet Information
Other Balance Sheet Information | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Other Balance Sheet Information | 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): March 31, 2023 December 31, 2022 Cash $ 9,623 $ 29,244 Cash equivalents 43,014 66,614 Cash and cash equivalents 52,637 95,858 Restricted cash included in prepaid expenses and other current assets 775 1,859 Restricted cash 16,693 16,448 Total cash, cash equivalents, and restricted cash presented in the statements of cash flows $ 70,105 $ 114,165 Short-term Investments Short-term investments consisted of the following: March 31, 2023 Amortized Cost Unrealized Gain/(Loss) Fair Value Commercial Paper $ 9,948 $ — $ 9,948 Corporate Notes/Bonds 7,091 — 7,091 U.S. Treasuries 4,994 — 4,994 U.S. Government Agencies 55,507 — 55,507 Total short-term investments $ 77,539 $ — $ 77,539 December 31, 2022 Amortized Cost Unrealized Gain/(Loss) Fair Value Commercial Paper $ 59,684 $ — $ 59,684 Corporate Notes/Bonds 4,914 — 4,914 U.S. Treasuries 31,804 — 31,804 U.S. Government Agencies 5,882 — 5,882 Total short-term investments $ 102,284 $ — $ 102,284 The Company’s marketable debt securities have contractual maturities of less than one year, are classified as available-for-sale and are stated at fair value on the consolidated balance sheets based upon inputs other than quoted prices in active markets (Level 2 inputs). The Company did not record any unrealized gains or losses or recognize any gains or losses for three months ended March 31, 2023 and 2022. The Company also did not recognize any credit-related impairment losses during the three months ended March 31, 2023 and 2022, and had no ending allowance for credit losses as of March 31, 2023 and December 31, 2022. The amortized cost and fair value amounts above include accrued interest receivable of $0.6 million and $0.7 million as of March 31, 2023 and December 31, 2022, respectively. Accounts Receivable, Net of Allowances During the three months ended March 31, 2023, the Company recorded an immaterial change 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 $1.4 million and $1.1 million at March 31, 2023 and December 31, 2022, respectively. 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, first out basis using standard cost, which approximates actual cost. Net realizable value is the estimated selling price of the Company’s products in the ordinary course of business less reasonably predictable costs of completion, disposal, and transportation. Inventories are written down to their net realizable value if they have become obsolete, have a cost basis in excess of expected net realizable value, or are in excess of expected demand. Once inventory is written down, its new value is maintained until it is sold, scrapped, or written down for further valuation losses. The valuation of inventories requires the Company to make judgments based on currently available information about the likely method of disposition and current and future product demand relative to the remaining product life. Inventory valuation losses are classified as cost of revenue in the condensed consolidated statements of comprehensive loss. The Company recorded inventory impairments of $5.1 million and $6.3 million for the three months ended March 31, 2023 and 2022, respectively. 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 December 31, 2022, 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, 2022. Based on the results of this test, the Company concluded that the fair value of the asset group was substantially above its carrying value, and no impairment was recorded as of December 31, 2022. As of March 31, 2023, no triggering events or other circumstances were identified. There were no impairments of long-lived assets during the three months ended March 31, 2023. If the decline in the Company’s market capitalization continues 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. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following (in thousands): March 31, 2023 December 31, 2022 Warranty accrual ( Note 5 ) $ 11,291 $ 10,236 Contract loss accrual ( Note 2 ) 10,349 12,848 Environmental settlement accrual ( Note 6 ) 450 1,450 Lease liability 4,034 3,949 Subcontractor accrual 8,933 18,435 Other 17,274 25,492 Accrued expenses and other current liabilities $ 52,331 $ 72,410 |
Product Warranties
Product Warranties | 3 Months Ended |
Mar. 31, 2023 | |
Guarantees and Product Warranties [Abstract] | |
Product Warranties | Product Warranties Changes in warranty liabilities are presented below (in thousands): March 31, 2023 December 31, 2022 Beginning balance $ 39,573 $ 42,256 Accruals for warranties issued 269 1,626 Changes to estimates of volume and costs — 2,004 Settlements made (1,217) (6,313) Ending balance $ 38,625 $ 39,573 Warranty liability, current, beginning balance $ 10,236 $ 8,868 Warranty liability, noncurrent, beginning balance $ 29,337 $ 33,388 Warranty liability, current, ending balance $ 11,291 $ 10,236 Warranty liability, noncurrent, ending balance $ 27,334 $ 29,337 The total warranty liability above included $8.9 million and $8.8 million as of March 31, 2023 and December 31, 2022, respectively, related to the Company' standard assurance warranty. The total warranty liability above also included $29.7 million and $30.8 million as of March 31, 2023 and December 31, 2022, respectively, related to certain IGUs with a quality issue identified during fiscal year 2019. The quality issue was specific to certain material purchased from one of the Company’s suppliers utilized in the manufacturing of certain IGUs and 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 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 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 March 31, 2023 and December 31, 2022, the total value of the letters of credit issued by the bank is $16.3 million and $15.7 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 promissory note is not a revolving facility, which means that outstanding amounts under the promissory note that are repaid cannot be re-borrowed. The promissory note has a maturity date of May 1, 2026. The promissory note bears no interest during the period between the first advance to the customer and the thirty-first month following the first advance, with interest increasing to an annual rate of 3.5% thereafter. As of March 31, 2023, the customer has a balance of $10.0 million drawn against the promissory note, which is recorded in other assets on the condensed consolidated balance sheet. 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 balances of the litigation settlement liability are recorded in accrued expenses and other current liabilities and other liabilities, respectively, on the Company’s condensed consolidated balance sheets as follows (in thousands): March 31, 2023 December 31, 2022 Litigation settlement liability - current $ 3,000 $ 3,000 Litigation settlement liability - non-current 2,986 5,794 Total litigation settlement liability $ 5,986 $ 8,794 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 $5.5 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. On November 7, 2022, the Company finalized an Agreed Order with the MCEQ as contemplated by the settlement terms. On November 16 and 17, 2022, Olive Branch and DCRUA, respectively, approved a joint Agreed Order with the Company, consistent with the settlement terms. The Company continues to coordinate with MDEQ and the local authorities with respect to the obligations contemplated by the settlement terms, including obtaining a pretreatment permit from the Mississippi Environmental Quality Permit Board, which has not been granted as of the date of this Quarterly Report on Form 10-Q. The Company previously recognized the $5.0 million of penalties it expects to incur in conjunction with this environmental settlement over the next three years. The balances of the environmental settlement liability are recorded in accrued expenses and other current liabilities and other liabilities, respectively, on the Company’s condensed consolidated balance sheets as follows (in thousands): March 31, 2023 December 31, 2022 Environmental settlement liability - current $ 450 $ 1,450 Environmental settlement liability - non-current 3,000 3,000 Total environmental settlement liability $ 3,450 $ 4,450 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 defendant in judicial and administrative proceedings involving matters incidental to the 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. (No. 5:21CV06374, N.D. Cal.)) alleging violations of the federal securities laws by the Company, Rao Mulpuri, and Vidul Prakash. On February 8, 2022, the Court appointed Stadium Capital LLC lead plaintiff and denied the competing motion of Sweta Sonthalia. The Ninth Circuit Court of Appeals denied Ms. Sonthalia’s petition for a writ of mandamus to vacate the lead plaintiff order. On July 15, 2022, Stadium Capital filed an amended complaint against View, Mulpuri, and Prakash; certain 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 Registration Statement filed by CF II on December 23, 2020. The amended complaint asserts claims under Sections 10(b) (and Rule 10b-5 thereunder), 14(a) (and Rule 14a-9 thereunder), and 20(a) of the Securities Exchange Act and Sections 11, 12, and 15 of the Securities Act. 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. Defendants filed motions to dismiss on October 6, 2022 and Stadium Capital filed its opposition to the motions on November 14, 2022. Defendants filed replies in support of the motions to dismiss on December 14, 2022. The motions were heard on April 20, 2023. No ruling has been issued by the court as of the date of this Quarterly Report. 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 March 31, 2023. 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. (No. 1:21CV01719, D. Del.)). On May 24, 2022, plaintiff and purported Company stockholder Anil Damidi filed a verified stockholder derivative complaint (nominally on behalf of the Company) against the same defendants as in the Jacobson complaint: Mr. Mulpuri, Mr. Gormly, Mr. Hughes, Mr. Leppert, Mr. Cosgrove, Ms. Picard, Ms. Larson-Green, and Mr. Prakash. On July 26, 2022, plaintiff and purported Company stockholder James Monteleone filed a verified stockholder derivative complaint (nominally on behalf of the Company) against the same defendants as in the Jacobson and Damidi complaints: Mr. Mulpuri, Mr. Gormly, Mr. Hughes, Mr. Leppert, Mr. Cosgrove, Ms. Picard, Ms. Larson-Green, and Mr. Prakash. On September 8, 2022, the Jacobson, Damidi, and Monteleone cases were assigned to Judge Gregory Williams. On September 30, 2022, Judge Williams entered the parties’ stipulation to (1) consolidate the three actions into In re View, Inc. Derivative Litigation, C.A. No, 21-1719-GBW (Consolidated), (2) appoint co-lead counsel for plaintiffs, and (3) stay all proceedings in the consolidated action until the Mehedi class action is dismissed in its entirety, with prejudice, and all appeals related thereto have been exhausted, or is resolved by settlement, or the motions to dismiss in the Mehedi class action are denied. Any party may request that the Court lift the stay upon good cause shown and bringing the matter to the Court’s attention. The stipulation deems the Damidi complaint to be the operative complaint in the consolidated case until any amended complaint is filed. The Damidi complaint asserts claims for violation of Sections 10(b) and 21D of the Exchange Act, breach of fiduciary duty, aiding and abetting breach of fiduciary duty, unjust enrichment, and waste of corporate assets. The complaint seeks unspecified money damages, restitution, punitive damages, and costs (including attorneys’ fees and accountants’ and experts’ fees, costs, and expenses). The Damidi complaint alleges that the defendants 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. 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 March 31, 2023. 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 intends 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 March 31, 2023. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Debt | Debt Debt outstanding consisted of the following (in thousands): March 31, 2023 December 31, 2022 Convertible Notes, net of debt issuance costs $ 188,992 $ 206,347 Term loan $ 13,960 $ 13,960 Total debt 202,952 220,307 Debt, current 1,470 1,470 Debt, non-current $ 201,482 $ 218,837 Principal payments on all debt outstanding as of March 31, 2023 are estimated as follows (in thousands): Year Ending December 31, Total 2023 (remaining nine months) $ 1,470 2024 1,470 2025 1,470 2026 1,470 2027 190,461 Thereafter 6,611 Total $ 202,952 Convertible Notes The following tables present the Company’s convertible debt outstanding (in thousands): March 31, 2023 Gross amount Debt discount and issuance costs Carrying amount Estimated fair value Convertible Notes $ 194,308 $ (5,316) $ 188,992 $ 120,530 December 31, 2022 Gross amount Debt discount and issuance costs Carrying amount Estimated fair value Convertible Notes $ 212,308 $ (5,961) $ 206,347 $ 199,163 The following table presents the Company’s interest expense related to convertible debt (in thousands): Three Months Ended March 31, 2023 2022 Contractual interest expense $ 4,337 $ — Amortization of debt discount and issuance costs 126 — Total interest expense $ 4,463 $ — In October 2022, the Company completed the sale of $200.0 million aggregate principal amount of the Company’s 6.00% / 9.00% Convertible Senior PIK Toggle Notes (the “Initial Notes”), with the option to sell an additional $40.0 million of Notes to the Purchasers (as defined in the indenture governing the Convertible Notes). In December 2022, the Company received notices from certain Purchasers that had elected to exercise their respective options to purchase an aggregate additional $12.3 million of Convertible Notes (the “Additional Notes”). Such Additional Notes were issued in December 2022. The Initial Notes and the Additional Notes, which will be collectively referred to as the Convertible Notes, will mature on October 1, 2027. The Convertible Notes were sold in a private placement in reliance on the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) provided by Section 4(a)(2) of the Securities Act. The net proceeds from the sale of the Convertible Notes were approximately $206.3 million after deducting fees and offering expenses. The debt discount and issuance costs, net of accumulated amortization, are reported as a direct deduction from the face amount of the Convertible Notes. The Company expects to use the net proceeds for general corporate purposes. The Convertible Notes bear interest at 6.00% per annum, to the extent paid in cash (“Cash Interest”), and 9.00% per annum, to the extent paid in kind through the issuance of additional Convertible Notes (“PIK Interest”). Interest is payable semi-annually in arrears on April 1 and October 1 of each year, beginning on April 1, 2023. The Company can elect to make any interest payment through Cash Interest, PIK Interest or any combination thereof. The Convertible Notes are convertible, based on the applicable conversion rate, into cash, shares of the Company’s Common Stock or a combination thereof, at the Company’s election. The initial conversion rate was 747.6636 shares per $1,000.00 principal amount of the Convertible Notes, subject to customary anti-dilution adjustment in certain circumstances, which represented an initial conversion price of approximately $1.34 per share. The Convertible Notes will be convertible at the option of the holders at any time until the close of business on the second scheduled trading day immediately preceding the maturity date of the Convertible Notes. In connection with the Closing, the Company entered into letter agreements with certain holders of the Convertible Notes (the “Blocker Agreements”). The Blocker Agreements provide, among other things, that the Convertible Notes held by the entities affiliated with certain holders (each, a “Blocker Party”), shall not be converted to the extent that such conversion would cause a Blocker Party to beneficially own more than a specified threshold percentage (as may be increased or decreased by the applicable Blocker Party upon 61 days’ written notice) of the Class A common stock, par value $0.0001 per share, of the Company outstanding immediately following such conversion. The Company may redeem the Convertible Notes in whole or in part, at its option, on or after October 1, 2025, and prior to the 41st scheduled trading day immediately preceding the maturity date, for cash at the applicable redemption price if the last reported sale price of the Common Stock has been at least 150% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides the applicable redemption notice. The redemption price will be equal to the aggregate principal amount of the Convertible Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. In addition, a holder may elect to convert its Convertible Notes during any such redemption period, in which case the applicable conversion rate may be increased in certain circumstances if Convertible Notes are converted after they are called for redemption. Additionally, if the Company undergoes a fundamental change transaction (each such term as defined in the indenture governing the Convertible Notes), subject to certain conditions, holders may require the Company to purchase for cash all or any portion of their Convertible Notes. The fundamental change repurchase price will be 100% of the capitalized principal amount of the Convertible Notes, plus any accrued and unpaid interest to, but excluding, the repurchase date. The indenture governing the Convertible Notes contains customary terms and covenants, including certain events of default in which case either the trustee or the holders of at least 25% of the aggregate principal amount of the outstanding Convertible Notes may declare 100% of the principal of, and accrued and unpaid interest, if any, on, all the Convertible Notes to be due and payable immediately. As of March 31, 2023, the effective interest rate on the Convertible Notes was 9.89%. Amortization of debt discount and issuance costs is reported as a component of interest expenses and is computed using the straight-line method over the term of the Convertible Notes, which approximates the effective interest method. On January 12, 2023, holders of $18.0 million in aggregate principal amount of the Company’s Convertible Notes exercised their right to convert their notes into shares at the conversion price of $1.07 per share. As a result, the Company issued 16,822,429 shares of its Class A common stock, par value $0.0001 per share. 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 due on June 30 and December 31 each year 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 March 31, 2023, the Company was in compliance with these covenants. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2023 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Stockholders’ Equity Common Stock On March 9, 2021, the Company’s common stock and warrants began trading on the Nasdaq Global Select Market under the ticker symbols “VIEW” and “VIEWW,” respectively. Pursuant to the Company’s certificate of incorporation, the Company is authorized to issue 600,000,000 shares of common stock with a par value of $0.0001 per share. As of March 31, 2023, the Company had 240,740,922 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 March 31, 2023, no shares of View, Inc. Preferred Stock were issued and outstanding. Net Share Settlement of Equity Awards During the three months ended March 31, 2023, the Company withheld 1,315,885 shares with a fair value of $1.0 million in satisfaction of tax withholding obligations relating to the vesting of restricted share units. No restricted share units vested during the three months ended March 31, 2022. Shares withheld in satisfaction of tax withholding obligations are retired upon repurchase and returned to the unissued authorized capital of the Company. As of March 31, 2023, no shares of Treasury Stock were issued and outstanding. Convertible Note Conversion As discussed in Note 7 , on January 12, 2023, holders of $18.0 million in aggregate principal amount of the Company’s Convertible Notes exercised their right to convert their notes into shares at the conversion price of $1.07 per share. As a result, the Company issued 16,822,429 shares of its Class A common stock, par value $0.0001 per share. 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. Common Stock Purchase Agreement On August 8, 2022, the Company entered into 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. As of March 31, 2023, the Investors have purchased zero shares under 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, is declared effective by 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 after the effective date of the Resale Registration Statement, (ii) the date on which the Investors shall have purchased, in the aggregate, $100.0 million worth of shares pursuant to the Purchase Agreements, (iii) the date on which the Company’s common stock shall have failed to be listed or quoted on The Nasdaq Global Market or an alternative market and (iv) the date on which the Company commences a voluntary bankruptcy case or any person commences a proceeding against the Company, a custodian is appointed for the Company or for all or substantially all of its property or the Company makes a general assignment for the benefit of its creditors, to direct the Investors to purchase View Shares as set forth in the Purchase Agreements, by delivering written notice to Cantor or Yorkville prior to 9:00 AM, Eastern Time, on any trading day, subject to maximum amount as set forth in the Purchase Agreements for each such trading day. The purchase price of the View Shares that the Company elects to sell pursuant to the Purchase Agreements will be 97% of the volume weighted average price of the Company’s common stock during the applicable purchase date, subject to adjustment if the Company delivers a purchase notice for a purchase in excess of 20% of the total volume of the Company’s common stock traded during the applicable purchase period. 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 and certain Annual Reports on Form 10-K/A, (ii) a Quarterly Report on Form 10-Q, (iii) certain Current Reports on Form 8-K containing amended financial information and (iv) the Resale Registration Statement, any New Registration Statement (as defined in the Purchase Agreements) or any supplement or post-effective amendment thereto, subject to certain exceptions and in any event not more than once per calendar quarter. The representations, warranties and covenants contained in the Purchase Agreements and the Registration Rights Agreement were made only for purposes of the Purchase Agreements and the Registration Rights Agreement and as of specific dates, are solely for the benefit of the parties to such agreements and are subject to certain important limitations. 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 three |
Stock Warrants
Stock Warrants | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
Stock Warrants | Stock Warrants Public and Private Warrants Each of the Company’s Public and Private Warrants 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. As of March 31, 2023, there were 366,666 Private Warrants and 16,666,637 Public Warrants outstanding, and no Warrants had been exercised. Strategic Agreement & RXR Warrant Agreements On October 25, 2022, the Company appointed RXR FP Services LLC (“RXR FP”) to render strategic planning and consulting services to the Company and issued warrants to RXR FP (the “RXR Warrants”) to purchase, in the aggregate, 9,511,128 shares of Common Stock. The RXR Warrants will expire ten years after October 25, 2022. A portion of the RXR Warrants are accounted for as consideration payable to a customer and a portion of the RXR Warrants are accounted for as non-employee stock compensation. The total grant date fair value of the RXR Warrants was $9.2 million, which was accounted for as an upfront payment to RXR FP as their right to receive the warrants was not contingent on satisfying any vesting conditions. The Company allocated the grant date fair value between consideration payable to a customer and non-employee stock compensation based on the estimated relative fair value of services to be provided by RXR FP. The portion of the warrants allocated as consideration payable to a customer is accounted for as a reduction to the contract price for contracts with RXR Realty and therefore a reduction to revenue on such contracts. The portion of warrants allocated as non-employee stock compensation is accounted for as marketing expense and expensed as incurred. As of March 31, 2023, there were 9,511,128 RXR Warrants outstanding, and no RXR Warrants had been exercised. Other Warrants The Company previously issued common stock warrants to various service providers, lenders, investors, at various points in time (“Legacy Warrants”) that are exercisable at various exercise prices and expire at various points in time. During the three months ended March 31, 2023, 208,438 of the Legacy Warrants expired. On December 1, 2021, in connection with the WorxWell acquisition, the Company issued 1,000,000 common stock warrants to the seller (“WorxWell Warrants”). As of March 31, 2023, no WorxWell Warrants had been exercised. The following table summarizes the outstanding common stock warrants: Warrant issue date Types of shares issued Number of Warrants March 31, 2023 Number of Warrants December 31, 2022 Exercise Price Per Warrant Expiry Date August 2010 - June 2011 Common stock — 46,498 $ 15.49 March 2023 August 2011 - January 2012 Common stock — 53,256 18.78 March 2023 August 2012 Common stock — 45,388 21.60 March 2023 December 2013 Common stock — 63,296 25.91 March 2023 April 2016 - November 2018 Common stock 1,135,391 1,135,391 18.93 Through November 2028 March 2017 Common stock 1,849,431 1,849,431 12.91 March 2027 March 2014 Common stock 2,324 2,324 9.47 August 2023 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 2026 August 2020 Common stock (Public Warrants) 16,666,637 16,666,637 11.50 Through March 2026 December 2021 Common stock (in connection with the WorxWell acquisition) 1,000,000 1,000,000 10.00 December 2031 October 2022 Common stock (in connection with the Strategic Agreement with RXR FP) 9,511,128 9,511,128 $ 0.01 October 2032 Total stock warrants 30,556,487 30,764,925 |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation 2021 Equity Incentive Plan The Company adopted the 2021 Equity Incentive Plan (the “2021 Plan”) on March 8, 2021, under which 58,631,907 shares of common stock were initially reserved for issuance. The 2021 Plan permits the grant of incentive stock options (“Options”), nonstatutory stock options, stock appreciation rights, restricted stock, restricted stock units (“RSUs)”, and stock bonus awards. As of March 31, 2023, the Company had 8,997,672 shares of common stock reserved for future issuance of equity awards to employees, officers, directors, or consultants under the 2021 Plan. Options The Company assumed 24,657,302 options outstanding under a previous equity incentive plan under the 2021 Plan. In addition, on March 8, 2021, the Company granted 5,000,000 options to purchase Class A Common Stock of the Company (“Officer Options”) to View’s executive officers. The Officer Options time vest over a four-year period with 25% to vest on the twelve-month anniversary of the Closing and the remaining 75% will vest on a monthly basis over the following thirty-six months. No other options have been granted under the 2021 Plan. 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-Average Aggregate Intrinsic Value 1 Balance as of December 31, 2022 24,022 $ 9.45 6.0 $ — Granted — — Exercised — — Canceled/forfeited (116) 9.72 Outstanding as of March 31, 2023 23,906 $ 9.45 5.8 $ — Options vested and expected to vest as of March 31, 2023 23,871 $ 9.45 5.8 $ — Exercisable as of March 31, 2023 22,066 $ 9.41 5.6 $ — _______________________ 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 March 31, 2023 and December 31, 2022 was $0.50 and $0.96 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 exercised under this plan in the three months ended March 31, 2023 and 2022. The total grant date fair value of stock options vested was $1.4 million and $10.0 million during the three months ended March 31, 2023 and 2022, respectively. As of March 31, 2023, total unrecognized compensation cost related to unvested stock options, net of estimated forfeitures, was $7.7 million and is expected to be recognized over a weighted-average remaining service period of 1.9 years. RSUs 2021 Officer RSUs On March 8, 2021, the Company granted 12,500,000 RSUs (the “2021 Officer RSUs”) for shares of Class A Common Stock of the Company to View’s executive officers. The 2021 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 months subject to the following market-based vesting. 50% of the 2021 Officer RSUs granted to each executive officer will only vest if the share price hurdle of $15.00 is achieved and the remaining 50% of such 2021 Officer RSUs will vest if the share price hurdle of $20.00 is achieved. On August 5, 2022, the Board of Directors of the Company, upon recommendation of the Compensation Committee, approved an amendment (the “Amendment”) to the 2021 Officer RSUs under the 2021 Plan, which provided that, effective as of September 8, 2022, the market-based vesting conditions applicable to the 2021 Officer RSUs were no longer applicable, and the awards will 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 2021 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 2021 Officer RSUs remained in full force and effect. The Company accounted for the Amendment as a modification of the original awards. At the modification date, the Company calculated the incremental compensation cost of $22.5 million as the excess of the fair value of the modified awards over the fair value of the original awards immediately before the modification. For awards that were vested as of the modification date, the Company recognized $7.9 million of the incremental compensation cost immediately as of the modification date. For awards that were unvested as of the modification date, the sum of the remaining $14.6 million of the incremental compensation cost and the remaining unrecognized compensation cost of $21.2 million for the original awards on the modification date has been and will continue to be recognized over the remaining requisite service period of 2.6 years from the modification date. The 2021 Officer RSUs have been included within the disclosures below for the outstanding RSUs under the Company’s 2021 Plan. Other RSUs The Company has also issued 15,355,015 RSUs to its employees, directors, and officers (“Others RSUs”) under the 2021 Plan, which vest upon the achievement of specific time-based measures. The fair value for Other RSUs is calculated based on the stock price on the grant date and expensed ratably over the requisite service period, which ranges between one The following table summarizes the activities for the outstanding RSUs under the Company’s 2021 Plan (in thousands, except per share data) during the three months ended March 31, 2023: Number of Weighted Average Grant Date Fair Value 1 Outstanding as of December 31, 2022 15,245 $ 4.00 Granted 6,150 0.56 Vested (3,773) 2.45 Canceled (1,239) 1.21 Outstanding as of March 31, 2023 16,383 $ 3.28 The total grant date fair value of RSUs vested was $9.3 million and $0.2 million during the three months ended March 31, 2023 and 2022, respectively. As of March 31, 2023, total unrecognized compensation cost related to RSUs, net of estimated forfeitures, was $33.8 million and is expected to be recognized over a weighted-average remaining service period of 2.3 years. To the extent that the actual forfeiture rate is different than what the Company has anticipated, stock-based compensation related to these awards will be different from expectations. CEO Incentive Plan 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 As of March 31, 2023, total outstanding stock options under the CEO Incentive Plan was 25,000,000 shares with a grant date exercise price per share of $10.00 and remaining contractual term of 7.9 years. As of March 31, 2023, the CEO Option Award had no intrinsic value. No other options have been granted under the CEO Incentive Plan. As of March 31, 2023, total unrecognized compensation cost related to options under the CEO Incentive plan, net of estimated forfeitures, was $49.8 million and is expected to be recognized over a weighted-average remaining service period of 3.5 years. Valuation of Stock-Awards No options were issued under the 2021 Plan or the CEO Incentive Plan in the three months ended March 31, 2023 and 2022. The grant date fair value for Other RSUs issued under the 2021 Plan in the three months ended March 31, 2023 was calculated using the closing sale price of the Company’s Class A Common Stock on the grant date. Stock-based Compensation Expense The Company’s stock-based compensation included in its condensed consolidated statements of comprehensive loss was as follows (in thousands): Three Months Ended March 31, 2023 2022 Cost of revenue $ 414 $ 363 Research and development 1,174 69 Selling, general, and administrative 9,604 17,036 Total $ 11,192 $ 17,468 |
Restructuring
Restructuring | 3 Months Ended |
Mar. 31, 2023 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | Restructuring In March 2023, the Company announced a restructuring plan to reduce structural costs, including its workforce. As a result of the restructuring plan, the Company recorded $4.2 million in restructuring costs during the three months ended March 31, 2023 for employee severance and other costs for employees impacted by the plan. No other restructuring charges were incurred during the three months ended March 31, 2023. There was no cash paid for restructuring costs during the three months ended March 31, 2023. As of March 31, 2023, there were $4.2 million in restructuring cost related liabilities recorded in accrued compensation. The Company may incur additional costs in the future due to events that may occur as a result of, or that are associated with, the restructuring or other undetermined plans to reduce structural costs. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 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 tax provision reflects adjustments from discrete tax items. For the three months ended March 31, 2023 and 2022, the Company’s income tax expense was immaterial. As the Company’s U.S. operations are projecting to be in a taxable loss in the year and based on all available objectively verifiable evidence during the three months ended March 31, 2023, the Company believes it is more likely than not that the tax benefits of the U.S. losses incurred will not be realized. Accordingly, the Company will continue to maintain a full valuation allowance on the U.S. deferred tax assets. The Company’s income tax expense for the three months ended March 31, 2023 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 months ended March 31, 2023, there have been no changes in the estimated uncertain tax benefits. |
Net Loss Per Share
Net Loss Per Share | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Net Loss Per Share The following table sets forth the computation of basic and diluted net loss per share (in thousands, except share and per share data): Three Months Ended March 31, 2023 2022 Net loss $ (67,289) $ (82,372) Weighted-average shares outstanding, basic and diluted 236,250,564 214,232,210 Net loss per share, basic and diluted $ (0.28) $ (0.38) For the three months ended March 31, 2023, common stock equivalents consisted of stock options, restricted stock units, warrants, and Convertible Notes. For the three months ended March 31, 2022, 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: March 31, 2023 2022 Stock options to purchase common stock 23,906,423 25,901,653 Unvested restricted stock units 16,383,282 5,625 Warrants to purchase common stock 27,386,111 21,311,920 Convertible Notes (on an as-converted basis) 89,267,760 — Total 156,943,576 47,219,198 The 4,970,000 Sponsor Earn-Out Shares are excluded from basic and diluted net loss per share as such shares are contingently recallable until the share price of the Company exceeds specified thresholds that have not been achieved as of March 31, 2023. The common stock equivalents subject to the CEO Option Award are excluded from the anti-dilutive table as the underlying shares are contingently issuable until the share price of the Company exceeds the specified thresholds that have not been achieved. As of March 31, 2023 and 2022, the thresholds for the CEO Option Award have not been achieved, and 25,000,000 stock options for the CEO Option Award are outstanding. Prior to the Amendment described further in Note 10 |
Related Party Disclosures
Related Party Disclosures | 3 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure | Related Party Transactions The Purchasers of the Convertible Notes include affiliates of RXR, a party with which the Company has an existing commercial relationship and with which it has engaged in and continues to engage in corporate transactions. The Chairman and CEO of RXR joined the Company’s board of directors in November 2022. As such, RXR was identified as a related party during fiscal year 2022. Convertible Notes, net of debt issuance costs, outstanding to RXR (the “RXR Notes”) as of March 31, 2023 and December 31, 2022 totaled $109.2 million and $109.0 million, respectively. Interest of $4.2 million and $2.0 million associated with the RXR Notes was accrued within other liabilities on the Consolidated Balance Sheet as of March 31, 2023 and December 31, 2022, respectively. The Company incurred $2.6 million interest expense, inclusive of the amortization of debt issuance costs, on the RXR Notes during the three months ended March 31, 2023. No interest expense was incurred on the RXR Notes during the three months ended March 31, 2022, as the RXR Notes were issued in October 2022. The Company recognized revenue from RXR, or an agent acting on behalf of RXR, of $3.5 million and $1.8 million during the three months ended March 31, 2023 and 2022, respectively. In addition, the Company had $2.5 million in deferred revenue, $6.5 million in contract loss accruals, $1.2 million contract assets associated with contracts with RXR, $7.7 million accounts receivables due from RXR or an agent acting on behalf of RXR, and $0.1 million accounts payable due to RXR as of March 31, 2023. As discussed in Note 9 , the Company issued the RXR Warrants to RXR FP on October 25, 2022. Refer to Note 9 for further information on the RXR Warrants. |
Organization and Summary of S_2
Organization and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | OrganizationView, Inc. 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. |
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, 2022, included in the Company’s 2022 Annual Report on Form 10-K filed with the SEC on March 31, 2023 (the “2022 Annual Report on Form 10-K”). The information as of December 31, 2022 included in the condensed consolidated balance sheets was derived from those audited consolidated financial statements. For the three months ended March 31, 2023 and 2022, there was no difference between net loss and total comprehensive loss. The condensed consolidated financial statements were prepared on the same basis as the audited consolidated financial statements and included herein reflect all adjustments, including normal recurring adjustments, which are, in the opinion of management, necessary for a fair statement of the Company’s financial position as of March 31, 2023, the results of operations for the three months ended March 31, 2023 and the cash flows for the three months ended March 31, 2023. The results of operations for the three months ended March 31, 2023 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 ($). |
Concentration of Credit Risk and Other Risks and Uncertainties | Concentration of Credit Risk and Other Risks and Uncertainties Financial instruments that 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 almost entirely held by domestic financial institutions with high credit standings. Such deposits may, at times, exceed federally insured limits. As of March 31, 2023, the Company has not experienced any losses on its deposits of cash and cash equivalents. For the three months ended March 31, 2023, two customers represented greater than 10.0% of total revenue, accounting for 21.1% and 18.9% of total revenue, respectively. For the three months ended March 31, 2022, three customers represented greater than 10.0% of total revenue, accounting for 18.0%, 15.7% and 10.8% of total revenue, respectively. Two customers accounted for 35.8% of accounts receivable, net as of March 31, 2023, each accounting for 25.3% and 10.5% of accounts receivable, net, respectively. Two customers accounted for 27.3% of accounts receivable, net as of December 31, 2022, accounting for 17.3% and 10.0%, 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. Should any such supplier cease to manufacture the products the Company purchases from them or become unable to timely deliver these products in accordance with the Company’s requirements or should such suppliers choose not to do business with the Company, it may be required to locate alternative suppliers in the open market. There can be no assurance that the Company would be able to identify new suppliers with which to do business on terms acceptable to the Company, or at all. For the three months ended March 31, 2023, each of three suppliers accounted for 30.6%, 19.2%, and 11.8% of total purchases, respectively. For the three months ended March 31, 2022, three suppliers accounted for 31.3%, 16.7% and 13.8% of total purchases. |
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 2 for further information on revenue by geography and categorized by products and services. |
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. 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 Smart Building Platform contracts as of March 31, 2023 was $9.0 million that the Company expects to recognize as it satisfies the performance obligations over the next 12 to 24 months, which are among other things, dependent on the construction schedule of the site for which the Company's products and services are provided. The Company’s performance obligations in Smart Building Technologies contracts are generally short-term in nature, for which the practical expedient has been applied. 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 the Company has billed to the customer but are being held for payment by the customer pending satisfactory completion of the project. Current contract assets as of March 31, 2023 and December 31, 2022 were $15.0 million and $14.6 million, respectively, and were included in other current assets. 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 assets as of March 31, 2023 and December 31, 2022 were $1.2 million and $0.7 million, respectively, and were included in other assets. 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. |
Fair Value Measurement of Financial Assets and Liabilities | Sponsor Earn-out Shares and Private Warrants are subject to remeasurement to fair value at each balance sheet date. Changes in fair value as a result of the remeasurement are recognized in gain on fair value change, net in the condensed consolidated statements of comprehensive loss.OtherThe 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 associated with the term loan are carried at amortized cost, which approximates its fair value. |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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 March 31, 2023 2022 Revenue: Products $ 17,920 $ 15,533 Services 428 1,479 Total $ 18,348 $ 17,012 The following table summarizes the Company's revenue by major product offering (in thousands): Three Months Ended March 31, 2023 2022 Revenue: Smart Building Platform $ 10,644 $ 9,206 Smart Glass 4,652 5,183 Smart Building Technologies 3,052 2,623 Total $ 18,348 $ 17,012 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 March 31, 2023 2022 Revenue: United States $ 17,050 $ 16,284 Canada 1,298 718 Other — 10 Total $ 18,348 $ 17,012 |
Fair Value (Tables)
Fair Value (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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): March 31, 2023 Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 43,014 $ — $ — $ 43,014 Total cash equivalents 43,014 — — 43,014 Restricted cash: Certificates of deposit — 17,468 — 17,468 Short-term investments — 77,539 — 77,539 Total assets measured at fair value $ 43,014 $ 95,007 $ — $ 138,021 Sponsor earn-out liability — — 6 6 Total liabilities measured at fair value $ — $ — $ 6 $ 6 December 31, 2022 Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 66,614 $ — $ — $ 66,614 Total cash equivalents 66,614 — — 66,614 Restricted cash: Certificates of deposit — 18,308 — 18,308 Short-term investments $ — $ 102,284 $ — 102,284 Total assets measured at fair value $ 66,614 $ 120,592 $ — $ 187,206 Sponsor earn-out liability — — 506 506 Private warrants liability — — 7 7 Total liabilities measured at fair value $ — $ — $ 513 $ 513 |
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 Private Balance as of December 31, 2022 $ 506 $ 7 Change in fair value (500) (7) Balance as of March 31, 2023 $ 6 $ — |
Summary of Gain (Loss) in Fair Value | The following table summarizes the gain on fair value change, net (in thousands): Three Months Ended March 31, 2023 2022 Sponsor Earn-out Liability $ (500) $ (4,293) Private Warrants (7) (88) Gain on fair value change, net $ (507) $ (4,381) |
Summary of Assumptions Used in Determination of Fair Value of Derivatives | The estimated fair value of the Sponsor Earn-Out Shares was determined using a Monte Carlo simulation valuation model using the following assumptions: March 31, 2023 December 31, 2022 Stock price $0.50 $0.96 Expected volatility 64.25% 69.25% Risk free rate 3.83% 4.22% Expected term (in years) 2.9 3.2 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: March 31, 2023 December 31, 2022 Stock price $0.50 $0.96 Expected volatility 64.25% 69.25% Risk free rate 3.96% 4.32% Expected term (in years) 2.4 2.7 Expected dividends 0% 0% |
Other Balance Sheet Informati_2
Other Balance Sheet Information (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [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): March 31, 2023 December 31, 2022 Cash $ 9,623 $ 29,244 Cash equivalents 43,014 66,614 Cash and cash equivalents 52,637 95,858 Restricted cash included in prepaid expenses and other current assets 775 1,859 Restricted cash 16,693 16,448 Total cash, cash equivalents, and restricted cash presented in the statements of cash flows $ 70,105 $ 114,165 |
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): March 31, 2023 December 31, 2022 Cash $ 9,623 $ 29,244 Cash equivalents 43,014 66,614 Cash and cash equivalents 52,637 95,858 Restricted cash included in prepaid expenses and other current assets 775 1,859 Restricted cash 16,693 16,448 Total cash, cash equivalents, and restricted cash presented in the statements of cash flows $ 70,105 $ 114,165 |
Investment | Short-term investments consisted of the following: March 31, 2023 Amortized Cost Unrealized Gain/(Loss) Fair Value Commercial Paper $ 9,948 $ — $ 9,948 Corporate Notes/Bonds 7,091 — 7,091 U.S. Treasuries 4,994 — 4,994 U.S. Government Agencies 55,507 — 55,507 Total short-term investments $ 77,539 $ — $ 77,539 December 31, 2022 Amortized Cost Unrealized Gain/(Loss) Fair Value Commercial Paper $ 59,684 $ — $ 59,684 Corporate Notes/Bonds 4,914 — 4,914 U.S. Treasuries 31,804 — 31,804 U.S. Government Agencies 5,882 — 5,882 Total short-term investments $ 102,284 $ — $ 102,284 |
Schedule of Accrued Liabilities | Accrued expenses and other current liabilities consisted of the following (in thousands): March 31, 2023 December 31, 2022 Warranty accrual ( Note 5 ) $ 11,291 $ 10,236 Contract loss accrual ( Note 2 ) 10,349 12,848 Environmental settlement accrual ( Note 6 ) 450 1,450 Lease liability 4,034 3,949 Subcontractor accrual 8,933 18,435 Other 17,274 25,492 Accrued expenses and other current liabilities $ 52,331 $ 72,410 |
Product Warranties (Tables)
Product Warranties (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Guarantees and Product Warranties [Abstract] | |
Schedule of Product Warranty Liability | Changes in warranty liabilities are presented below (in thousands): March 31, 2023 December 31, 2022 Beginning balance $ 39,573 $ 42,256 Accruals for warranties issued 269 1,626 Changes to estimates of volume and costs — 2,004 Settlements made (1,217) (6,313) Ending balance $ 38,625 $ 39,573 Warranty liability, current, beginning balance $ 10,236 $ 8,868 Warranty liability, noncurrent, beginning balance $ 29,337 $ 33,388 Warranty liability, current, ending balance $ 11,291 $ 10,236 Warranty liability, noncurrent, ending balance $ 27,334 $ 29,337 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Litigation Settlement Liability | The balances of the litigation settlement liability are recorded in accrued expenses and other current liabilities and other liabilities, respectively, on the Company’s condensed consolidated balance sheets as follows (in thousands): March 31, 2023 December 31, 2022 Litigation settlement liability - current $ 3,000 $ 3,000 Litigation settlement liability - non-current 2,986 5,794 Total litigation settlement liability $ 5,986 $ 8,794 The balances of the environmental settlement liability are recorded in accrued expenses and other current liabilities and other liabilities, respectively, on the Company’s condensed consolidated balance sheets as follows (in thousands): March 31, 2023 December 31, 2022 Environmental settlement liability - current $ 450 $ 1,450 Environmental settlement liability - non-current 3,000 3,000 Total environmental settlement liability $ 3,450 $ 4,450 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Summary of Debt | Debt outstanding consisted of the following (in thousands): March 31, 2023 December 31, 2022 Convertible Notes, net of debt issuance costs $ 188,992 $ 206,347 Term loan $ 13,960 $ 13,960 Total debt 202,952 220,307 Debt, current 1,470 1,470 Debt, non-current $ 201,482 $ 218,837 |
Schedule of Estimated Principal Payments on all Debt Outstanding | Principal payments on all debt outstanding as of March 31, 2023 are estimated as follows (in thousands): Year Ending December 31, Total 2023 (remaining nine months) $ 1,470 2024 1,470 2025 1,470 2026 1,470 2027 190,461 Thereafter 6,611 Total $ 202,952 |
Convertible Debt | The following tables present the Company’s convertible debt outstanding (in thousands): March 31, 2023 Gross amount Debt discount and issuance costs Carrying amount Estimated fair value Convertible Notes $ 194,308 $ (5,316) $ 188,992 $ 120,530 December 31, 2022 Gross amount Debt discount and issuance costs Carrying amount Estimated fair value Convertible Notes $ 212,308 $ (5,961) $ 206,347 $ 199,163 The following table presents the Company’s interest expense related to convertible debt (in thousands): Three Months Ended March 31, 2023 2022 Contractual interest expense $ 4,337 $ — Amortization of debt discount and issuance costs 126 — Total interest expense $ 4,463 $ — |
Stock Warrants (Tables)
Stock Warrants (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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 Warrants March 31, 2023 Number of Warrants December 31, 2022 Exercise Price Per Warrant Expiry Date August 2010 - June 2011 Common stock — 46,498 $ 15.49 March 2023 August 2011 - January 2012 Common stock — 53,256 18.78 March 2023 August 2012 Common stock — 45,388 21.60 March 2023 December 2013 Common stock — 63,296 25.91 March 2023 April 2016 - November 2018 Common stock 1,135,391 1,135,391 18.93 Through November 2028 March 2017 Common stock 1,849,431 1,849,431 12.91 March 2027 March 2014 Common stock 2,324 2,324 9.47 August 2023 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 2026 August 2020 Common stock (Public Warrants) 16,666,637 16,666,637 11.50 Through March 2026 December 2021 Common stock (in connection with the WorxWell acquisition) 1,000,000 1,000,000 10.00 December 2031 October 2022 Common stock (in connection with the Strategic Agreement with RXR FP) 9,511,128 9,511,128 $ 0.01 October 2032 Total stock warrants 30,556,487 30,764,925 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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 |
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-Average Aggregate Intrinsic Value 1 Balance as of December 31, 2022 24,022 $ 9.45 6.0 $ — Granted — — Exercised — — Canceled/forfeited (116) 9.72 Outstanding as of March 31, 2023 23,906 $ 9.45 5.8 $ — Options vested and expected to vest as of March 31, 2023 23,871 $ 9.45 5.8 $ — Exercisable as of March 31, 2023 22,066 $ 9.41 5.6 $ — _______________________ |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | The following table summarizes the activities for the outstanding RSUs under the Company’s 2021 Plan (in thousands, except per share data) during the three months ended March 31, 2023: Number of Weighted Average Grant Date Fair Value 1 Outstanding as of December 31, 2022 15,245 $ 4.00 Granted 6,150 0.56 Vested (3,773) 2.45 Canceled (1,239) 1.21 Outstanding as of March 31, 2023 16,383 $ 3.28 |
Summary of Stock-based Compensation | The Company’s stock-based compensation included in its condensed consolidated statements of comprehensive loss was as follows (in thousands): Three Months Ended March 31, 2023 2022 Cost of revenue $ 414 $ 363 Research and development 1,174 69 Selling, general, and administrative 9,604 17,036 Total $ 11,192 $ 17,468 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Summary of Basic and Diluted Net Loss Per Share | The following table sets forth the computation of basic and diluted net loss per share (in thousands, except share and per share data): Three Months Ended March 31, 2023 2022 Net loss $ (67,289) $ (82,372) Weighted-average shares outstanding, basic and diluted 236,250,564 214,232,210 Net loss per share, basic and diluted $ (0.28) $ (0.38) |
Summary of Antidilutive Securities Excluded From Computation of Earnings Per Share | The following outstanding shares of common stock equivalents were excluded from the computation of diluted net loss per share for the periods presented because including them would have had an anti-dilutive effect: March 31, 2023 2022 Stock options to purchase common stock 23,906,423 25,901,653 Unvested restricted stock units 16,383,282 5,625 Warrants to purchase common stock 27,386,111 21,311,920 Convertible Notes (on an as-converted basis) 89,267,760 — Total 156,943,576 47,219,198 |
Organization and Summary of S_3
Organization and Summary of Significant Accounting Policies - Liquidity and Going Concern (Details) - USD ($) $ in Thousands | 3 Months Ended | ||||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | |
Product Information [Line Items] | |||||
Total stockholders’ deficit | $ (180,992) | $ (414,434) | $ (220,492) | $ (479,338) | |
Net loss | 67,289 | 82,372 | |||
Negative cash flows from operations | 60,462 | 71,274 | |||
Cash and cash equivalents | 52,637 | 95,858 | $ 200,500 | ||
Short-term investments | 77,539 | 102,284 | |||
Unsecured Convertible Senior PIK Toggle Notes | Convertible Debt | |||||
Product Information [Line Items] | |||||
Proceeds from issuance of debt | 206,300 | ||||
Accumulated Deficit | |||||
Product Information [Line Items] | |||||
Total stockholders’ deficit | 2,661,709 | 2,339,703 | $ 2,594,420 | $ 2,257,331 | |
Net loss | $ 67,289 | $ 82,372 |
Organization and Summary of S_4
Organization and Summary of Significant Accounting Policies - Concentration Risk (Details) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Revenue Benchmark | Supplier Concentration Risk | Supplier One | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 31.30% | ||
Cost of Goods and Service Benchmark | Supplier Concentration Risk | Supplier One | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 30.60% | ||
Cost of Goods and Service Benchmark | Supplier Concentration Risk | Supplier Two | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 19.20% | 16.70% | |
Cost of Goods and Service Benchmark | Supplier Concentration Risk | Supplier Three | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 11.80% | 13.80% | |
Two Customers | Accounts Receivable | Customer Concentration Risk | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 35.80% | 27.30% | |
Customer One | Revenue Benchmark | Customer Concentration Risk | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 21.10% | 18% | |
Customer One | Accounts Receivable | Customer Concentration Risk | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 25.30% | 17.30% | |
Customer Two | Revenue Benchmark | Customer Concentration Risk | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 18.90% | 15.70% | |
Customer Two | Accounts Receivable | Customer Concentration Risk | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 10.50% | 10% | |
Customer Three | Revenue Benchmark | Customer Concentration Risk | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 10.80% |
Organization and Summary of S_5
Organization and Summary of Significant Accounting Policies - Segment Reporting (Details) | 3 Months Ended |
Mar. 31, 2023 segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of reportable segments | 1 |
Number of operating segments | 1 |
Revenue - Summary of Company's
Revenue - Summary of Company's Revenue by Products and Services (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 18,348 | $ 17,012 |
Products | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 17,920 | 15,533 |
Services | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 428 | 1,479 |
Smart Building Platform | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 10,644 | 9,206 |
Smart Glass | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 4,652 | 5,183 |
Smart Building Technologies | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 3,052 | $ 2,623 |
Revenue - Additional Informatio
Revenue - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Disaggregation of Revenue [Line Items] | |||
Contract loss accrual | $ 0.6 | $ 2.5 | |
Contract loss accrual recognized | 1.9 | 4 | |
Contract losses for work not completed | 11.6 | $ 15 | |
Catch-up adjustment to revenue | 2.2 | 0.9 | |
Current contract assets | 15 | 14.6 | |
Noncurrent contract assets | 1.2 | $ 0.7 | |
Contract with customer liability revenue recognized | 3.2 | $ 2.3 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-04-01 | |||
Disaggregation of Revenue [Line Items] | |||
Transaction price allocated to remaining performance obligation | $ 9 | ||
Minimum | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-04-01 | |||
Disaggregation of Revenue [Line Items] | |||
Revenue recognize period | 12 months | ||
Maximum | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-04-01 | |||
Disaggregation of Revenue [Line Items] | |||
Revenue recognize period | 24 months |
Revenue - Summary of Company'_2
Revenue - Summary of Company's Revenue by Geographic Area (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 18,348 | $ 17,012 |
United States | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 17,050 | 16,284 |
Canada | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 1,298 | 718 |
Other | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 0 | $ 10 |
Fair Value - Additional Informa
Fair Value - Additional Information (Detail) | Mar. 08, 2021 $ / shares shares | Mar. 31, 2023 $ / shares shares | Dec. 31, 2022 $ / 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 | |
Share price (in dollars per share) | $ 0.50 | $ 0.96 | |
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) | $ 12.50 | ||
Number of trading days | 5 days | ||
Number of consecutive trading days | 10 days | ||
Terminating initial public offering term | 5 years | ||
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 |
Fair Value - Summary of Fair Va
Fair Value - Summary of Fair Value Measurements (Detail) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Cash equivalents: | ||
Cash equivalents | $ 43,014 | $ 66,614 |
Restricted cash: | ||
Certificates of deposit | 17,468 | 18,308 |
Short-term investments | 77,539 | 102,284 |
Total assets measured at fair value | 138,021 | 187,206 |
Sponsor earn-out liability | 6 | 506 |
Private warrants liability | 7 | |
Total liabilities measured at fair value | 6 | 513 |
Money market funds | ||
Cash equivalents: | ||
Cash equivalents | 43,014 | 66,614 |
Level 1 | ||
Cash equivalents: | ||
Cash equivalents | 43,014 | 66,614 |
Restricted cash: | ||
Certificates of deposit | 0 | 0 |
Short-term investments | 0 | 0 |
Total assets measured at fair value | 43,014 | 66,614 |
Sponsor earn-out liability | 0 | 0 |
Private warrants liability | 0 | |
Total liabilities measured at fair value | 0 | 0 |
Level 1 | Money market funds | ||
Cash equivalents: | ||
Cash equivalents | 43,014 | 66,614 |
Level 2 | ||
Cash equivalents: | ||
Cash equivalents | 0 | 0 |
Restricted cash: | ||
Certificates of deposit | 17,468 | 18,308 |
Short-term investments | 77,539 | 102,284 |
Total assets measured at fair value | 95,007 | 120,592 |
Sponsor earn-out liability | 0 | 0 |
Private warrants liability | 0 | |
Total liabilities measured at fair value | 0 | 0 |
Level 2 | Money market funds | ||
Cash equivalents: | ||
Cash equivalents | 0 | 0 |
Level 3 | ||
Cash equivalents: | ||
Cash equivalents | 0 | 0 |
Restricted cash: | ||
Certificates of deposit | 0 | 0 |
Short-term investments | 0 | 0 |
Total assets measured at fair value | 0 | 0 |
Sponsor earn-out liability | 6 | 506 |
Private warrants liability | 7 | |
Total liabilities measured at fair value | 6 | 513 |
Level 3 | Money market funds | ||
Cash equivalents: | ||
Cash equivalents | $ 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) $ in Thousands | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Sponsor Earn-out Liability | |
Summary of level 3 financial liabilities measured at fair value using significant unobservable inputs [Line Items] | |
Beginning balance | $ 506 |
Change in fair value | (500) |
Ending balance | 6 |
Private Warrants | |
Summary of level 3 financial liabilities measured at fair value using significant unobservable inputs [Line Items] | |
Beginning balance | 7 |
Change in fair value | (7) |
Ending balance | $ 0 |
Fair Value - Changes In Fair Va
Fair Value - Changes In Fair Value (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Fair Value, Measured on Recurring Basis, Gain (Loss) Included in Earnings [Line Items] | ||
Gain on fair value change, net | $ (507) | $ (4,381) |
Sponsor Earn-out Liability | ||
Fair Value, Measured on Recurring Basis, Gain (Loss) Included in Earnings [Line Items] | ||
Gain on fair value change, net | (500) | (4,293) |
Private Warrants | Warrants to purchase common stock | ||
Fair Value, Measured on Recurring Basis, Gain (Loss) Included in Earnings [Line Items] | ||
Gain on fair value change, net | $ (7) | $ (88) |
Fair Value - Summary of Assumpt
Fair Value - Summary of Assumptions Used in Determination of Fair Value of Derivatives (Detail) | Mar. 31, 2023 | Dec. 31, 2022 |
Sponsor Earn-out Liability | Stock price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 0.50 | 0.96 |
Sponsor Earn-out Liability | Expected volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 0.6425 | 0.6925 |
Sponsor Earn-out Liability | Risk free rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 0.0383 | 0.0422 |
Sponsor Earn-out Liability | Expected term (in years) | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 2.9 | 3.2 |
Sponsor Earn-out Liability | Expected dividends | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 0 | 0 |
Private Warrants | Stock price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 0.50 | 0.96 |
Private Warrants | Expected volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 0.6425 | 0.6925 |
Private Warrants | Risk free rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 0.0396 | 0.0432 |
Private Warrants | Expected term (in years) | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 2.4 | 2.7 |
Private Warrants | Expected dividends | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 0 | 0 |
Other Balance Sheet Informati_3
Other Balance Sheet Information - Cash, Cash Equivalents, and Restricted Cash (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||
Cash | $ 9,623 | $ 29,244 | |||
Cash equivalents | 43,014 | 66,614 | |||
Cash and cash equivalents | 52,637 | 95,858 | $ 200,500 | ||
Restricted cash included in prepaid expenses and other current assets | 775 | 1,859 | |||
Restricted cash | 16,693 | 16,448 | |||
Total cash, cash equivalents, and restricted cash presented in the statements of cash flows | $ 70,105 | $ 114,165 | $ 216,998 | $ 297,543 |
Other Balance Sheet Informati_4
Other Balance Sheet Information - Additional Information (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Credit-related impariment losses | $ 0 | $ 0 | |
Allowance for credit losses | 0 | $ 0 | |
Accrued interest receivable | 600,000 | 700,000 | |
Allowance for doubtful accounts | 1,400,000 | $ 1,100,000 | |
Inventory write-down | 5,100,000 | 6,300,000 | |
Asset impairment charges | $ 0 | $ 0 |
Other Balance Sheet Informati_5
Other Balance Sheet Information - Schedule of Short Term Investments (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 |
Cash and Cash Equivalents [Line Items] | |||
Amortized Cost | $ 77,539 | $ 102,284 | |
Unrealized Gain/(Loss) | 0 | 0 | $ 0 |
Fair Value | 77,539 | 102,284 | |
Commercial Paper | |||
Cash and Cash Equivalents [Line Items] | |||
Amortized Cost | 9,948 | 59,684 | |
Unrealized Gain/(Loss) | 0 | 0 | |
Fair Value | 9,948 | 59,684 | |
Corporate Bond Securities | |||
Cash and Cash Equivalents [Line Items] | |||
Amortized Cost | 7,091 | 4,914 | |
Unrealized Gain/(Loss) | 0 | 0 | |
Fair Value | 7,091 | 4,914 | |
US Treasury Securities | |||
Cash and Cash Equivalents [Line Items] | |||
Amortized Cost | 4,994 | 31,804 | |
Unrealized Gain/(Loss) | 0 | 0 | |
Fair Value | 4,994 | 31,804 | |
US Government Agencies Debt Securities | |||
Cash and Cash Equivalents [Line Items] | |||
Amortized Cost | 55,507 | 5,882 | |
Unrealized Gain/(Loss) | 0 | 0 | |
Fair Value | $ 55,507 | $ 5,882 |
Other Balance Sheet Informati_6
Other Balance Sheet Information - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Warranty accrual | $ 11,291 | $ 10,236 |
Contract loss accrual | 10,349 | 12,848 |
Environmental settlement liability - current | 450 | 1,450 |
Lease liability | 4,034 | 3,949 |
Subcontractor accrual | 8,933 | 18,435 |
Other | 17,274 | 25,492 |
Accrued expenses and other current liabilities | $ 52,331 | $ 72,410 |
Product Warranties - Schedule o
Product Warranties - Schedule of Product Warranties (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Mar. 31, 2023 | Jun. 30, 2022 | |
Movement in Standard Product Warranty Accrual [Roll Forward] | ||
Beginning balance | $ 39,573 | $ 42,256 |
Accruals for warranties issued | 269 | 1,626 |
Changes to estimates of volume and costs | 0 | 2,004 |
Settlements made | (1,217) | (6,313) |
Ending balance | 38,625 | |
Warranty liability, current, beginning balance | 10,236 | 8,868 |
Warranty liability, current, ending balance | 11,291 | |
Warranty liability, noncurrent, beginning balance | 29,337 | $ 33,388 |
Warranty liability, noncurrent, ending balance | $ 27,334 |
Product Warranties - Additional
Product Warranties - Additional Information (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Product Warranty Liability [Line Items] | |||
Warranty liability | $ 38,625 | $ 39,573 | $ 42,256 |
Accrued expenses and other current liabilities | |||
Product Warranty Liability [Line Items] | |||
Warranty liability | 29,700 | 30,800 | |
IGU | |||
Product Warranty Liability [Line Items] | |||
Warranty liability | $ 8,900 | $ 8,800 |
Commitments and Contingencies -
Commitments and Contingencies - Litigation Settlement Liability (Details) - USD ($) | 1 Months Ended | 3 Months Ended | |||
Jun. 30, 2021 | Dec. 31, 2014 | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | |
Other Commitments [Line Items] | |||||
Non-cancelable commitment, non-interest bearing period | 31 months | ||||
Non-cancelable commitment to purchase certain license subscriptions, interest rate before maturity | 0% | ||||
Non-cancelable commitment to purchase certain license subscriptions, interest rate after maturity | 3.50% | ||||
Amount drawn against promissory note | $ 10,000,000 | ||||
Litigation settlement, payment made to third party | $ 32,000,000 | ||||
Periodic payment term | 10 years | ||||
Litigation settlement liability - current | 3,000,000 | $ 3,000,000 | |||
Litigation settlement liability - non-current | 2,986,000 | 5,794,000 | |||
Total litigation settlement liability | 5,986,000 | 8,794,000 | |||
Environmental settlement liability - current | 450,000 | 1,450,000 | |||
Environmental settlement liability - non-current | 3,000,000 | 3,000,000 | |||
Total environmental settlement liability | 3,450,000 | 4,450,000 | |||
Cash and cash equivalents | 52,637,000 | 95,858,000 | $ 200,500,000 | ||
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 | 16,300,000 | $ 15,700,000 | |||
Amounts drawn under standby letters of credit | 0 | ||||
Northern District of Mississippi Environmental Matter | |||||
Other Commitments [Line Items] | |||||
Litigation settlement, penalties incurred | $ 5,000,000 | ||||
Litigation settlement, repayment period | 3 years |
Commitments and Contingencies_2
Commitments and Contingencies - Northern District of Mississippi Environmental Investigation (Details) - Northern District of Mississippi Environmental Matter - USD ($) | 3 Months Ended | |
Apr. 13, 2022 | Mar. 31, 2023 | |
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 | |
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 | 5,500,000 | |
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 |
Debt - Summary of Debt (Detail)
Debt - Summary of Debt (Detail) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Total | $ 202,952 | $ 220,307 |
Debt, current | 1,470 | 1,470 |
Debt, non-current | 201,482 | 218,837 |
Term loan | ||
Debt Instrument [Line Items] | ||
Total | 13,960 | 13,960 |
Convertible Debt | ||
Debt Instrument [Line Items] | ||
Total | $ 188,992 | $ 206,347 |
Debt - Schedule of Estimated Pr
Debt - Schedule of Estimated Principal Payments on all Debt Outstanding (Detail) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Debt Disclosure [Abstract] | ||
2023 (remaining nine months) | $ 1,470 | |
2024 | 1,470 | |
2025 | 1,470 | |
2026 | 1,470 | |
2027 | 190,461 | |
Thereafter | 6,611 | |
Total | $ 202,952 | $ 220,307 |
Debt - Convertible Debt (Detail
Debt - Convertible Debt (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Debt Instrument [Line Items] | |||
Total | $ 202,952 | $ 220,307 | |
Convertible Debt | |||
Debt Instrument [Line Items] | |||
Gross amount | 194,308 | 212,308 | |
Debt discount and issuance costs | (5,316) | (5,961) | |
Total | 188,992 | 206,347 | |
Estimated fair value | 120,530 | $ 199,163 | |
Contractual interest expense | 4,337 | $ 0 | |
Amortization of debt discount and issuance costs | 126 | 0 | |
Total interest expense | $ 4,463 | $ 0 |
Debt - Additional Information (
Debt - Additional Information (Detail) | 3 Months Ended | |||||||
Jan. 12, 2023 USD ($) $ / shares shares | Oct. 26, 2022 USD ($) day $ / shares | Oct. 22, 2020 USD ($) day | Mar. 31, 2023 USD ($) $ / shares | Dec. 31, 2022 USD ($) $ / shares | Mar. 12, 2021 $ / shares | Mar. 08, 2021 $ / shares | Nov. 22, 2010 USD ($) day | |
Debt Instrument [Line Items] | ||||||||
Blocker Agreement, days of prior written notice required | 61 days | |||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Number of days audited financials are to be delivered to lender | day | 210 | |||||||
Convertible Debt | Unsecured Convertible Senior PIK Toggle Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument face amount | $ 200,000,000 | |||||||
Debt Instrument, Option To Sell Additional Debt To Purchasers | $ 40,000,000 | |||||||
Debt Instruments, Additional Debt Purchased | $ 12,300,000 | |||||||
Proceeds from issuance of debt | $ 206,300,000 | |||||||
Debt instrument, conversion ratio | 0.7476636 | |||||||
Debt instrument, conversion price (in dollars per share) | $ / shares | $ 1.07 | $ 1.34 | ||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | |||||||
Debt instrument, threshold scheduled trading days | day | 41 | |||||||
Debt instrument, threshold percentage of stock price trigger | 150% | |||||||
Debt instrument, threshold trading days | day | 20 | |||||||
Debt instrument, threshold consecutive trading days | day | 30 | |||||||
Debt instrument, redemption price percentage | 100% | |||||||
Convertible Debt, Ownership Percentage | 25% | |||||||
Effective interest rate percentage | 9.89% | |||||||
Debt conversion, converted instrument, amount | $ 18,000,000 | |||||||
Debt conversion, converted instrument, shares issued (in shares) | shares | 16,822,429 | |||||||
Term loan | Mississippi | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument face amount | $ 40,000,000 | |||||||
Number of semi-annual installments | day | 24 | |||||||
Amended and restated term loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument semi annual payments | $ 700,000 | |||||||
Minimum | Convertible Debt | Unsecured Convertible Senior PIK Toggle Notes | Director | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest Rate | 6% | |||||||
Maximum | Convertible Debt | Unsecured Convertible Senior PIK Toggle Notes | Director | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest Rate | 9% |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) | 2 Months Ended | 3 Months Ended | 5 Months Ended | |||||
Jan. 12, 2023 USD ($) $ / shares shares | Aug. 08, 2022 USD ($) day | Sep. 30, 2022 shares | Mar. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Oct. 26, 2022 $ / shares | Mar. 12, 2021 $ / shares shares | Mar. 08, 2021 $ / shares | |
Subsidiary, Sale of Stock [Line Items] | ||||||||
Common stock, shares authorized (in shares) | 600,000,000 | 600,000,000 | 600,000,000 | |||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Common stock, shares issued (in shares) | 240,740,922 | 221,735,925 | ||||||
Common stock, shares outstanding (in shares) | 240,740,922 | 221,735,925 | ||||||
Preferred stock, shares authorized (in shares) | 1,000,000 | |||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | |||||||
Preferred stock, shares issued (in shares) | 0 | |||||||
Preferred stock, shares outstanding (in shares) | 0 | |||||||
Shares withheld related to net share settlement of equity awards (in shares) | 1,315,885 | |||||||
Shares withheld related to net share settlement of equity awards | $ | $ 1,001,000 | |||||||
Treasury Stock issued and outstanding (in shares) | 0 | |||||||
Unsecured Convertible Senior PIK Toggle Notes | Convertible Debt | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | |||||||
Debt conversion, converted instrument, amount | $ | $ 18,000,000 | |||||||
Debt instrument, conversion price (in dollars per share) | $ / shares | $ 1.07 | $ 1.34 | ||||||
Debt conversion, converted instrument, shares issued (in shares) | 16,822,429 | |||||||
CF Principal Investments, LLC And YA II PN, Ltd. | Private Placement | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Agreement effective period | 36 years | |||||||
Maximum issuing capacity | $ | $ 100,000,000 | |||||||
Number of shares purchased | 0 | |||||||
Purchase price of common stock, percent | 97% | |||||||
Percentage of ownership after transaction, threshold | 20% | |||||||
Value of shares issued | $ | $ 1,300,000 | |||||||
Agreement terms, days after filing | day | 3 | |||||||
Agreement termination cost or penalty | $ | $ 0 | |||||||
Right to terminate agreement, prior written notice required | 3 days |
Stock Warrants - Additional Inf
Stock Warrants - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | ||||
Oct. 25, 2022 | Dec. 01, 2021 | Mar. 31, 2023 | Dec. 31, 2022 | 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 | ||||
Number of warrants (in shares) | 30,556,487 | 30,764,925 | |||
Class of warrant or right exercised (in shares) | 0 | ||||
Number of securities called by warrants (in shares) | 9,511,128 | ||||
Term of warrants | 10 years | ||||
Class of warrant or right expired (in shares) | 208,438 | ||||
August 2020 | Private Warrants | |||||
Class of Warrant or Right [Line Items] | |||||
Class of warrants or rights exercise price of warrants or rights (in dollars per share) | $ 11.50 | ||||
Number of warrants (in shares) | 366,666 | 366,666 | |||
August 2020 | Public Warrants | |||||
Class of Warrant or Right [Line Items] | |||||
Class of warrants or rights exercise price of warrants or rights (in dollars per share) | $ 11.50 | ||||
Number of warrants (in shares) | 16,666,637 | 16,666,637 | |||
Public and Private Warrant | |||||
Class of Warrant or Right [Line Items] | |||||
Class of warrants or rights exercise price of warrants or rights (in dollars per share) | $ 11.50 | ||||
Private Warrants | |||||
Class of Warrant or Right [Line Items] | |||||
Terminating initial public offering term | 5 years | ||||
Public Warrants | |||||
Class of Warrant or Right [Line Items] | |||||
Terminating initial public offering term | 5 years | ||||
Market Vested Warrant | |||||
Class of Warrant or Right [Line Items] | |||||
Grant date fair value of RSUs vested | $ 9.2 | ||||
Common stock | WorxWell | |||||
Class of Warrant or Right [Line Items] | |||||
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 | Mar. 31, 2023 | Dec. 31, 2022 |
Class of Warrant or Right [Line Items] | ||
Number of warrants (in shares) | 30,556,487 | 30,764,925 |
August 2010 - June 2011 | Common stock | ||
Class of Warrant or Right [Line Items] | ||
Number of warrants (in shares) | 0 | 46,498 |
Exercise price per warrant (in dollars per share) | $ 15.49 | |
August 2011 - January 2012 | Common stock | ||
Class of Warrant or Right [Line Items] | ||
Number of warrants (in shares) | 0 | 53,256 |
Exercise price per warrant (in dollars per share) | $ 18.78 | |
August 2012 | Common stock | ||
Class of Warrant or Right [Line Items] | ||
Number of warrants (in shares) | 0 | 45,388 |
Exercise price per warrant (in dollars per share) | $ 21.60 | |
December 2013 | Common stock | ||
Class of Warrant or Right [Line Items] | ||
Number of warrants (in shares) | 0 | 63,296 |
Exercise price per warrant (in dollars per share) | $ 25.91 | |
April 2016 - November 2018 | Common stock | ||
Class of Warrant or Right [Line Items] | ||
Number of warrants (in shares) | 1,135,391 | 1,135,391 |
Exercise price per warrant (in dollars per share) | $ 18.93 | |
March 2017 | Common stock | ||
Class of Warrant or Right [Line Items] | ||
Number of warrants (in shares) | 1,849,431 | 1,849,431 |
Exercise price per warrant (in dollars per share) | $ 12.91 | |
March 2014 | Common stock | ||
Class of Warrant or Right [Line Items] | ||
Number of warrants (in shares) | 2,324 | 2,324 |
Exercise price per warrant (in dollars per share) | $ 9.47 | |
December 2018 | Common stock | ||
Class of Warrant or Right [Line Items] | ||
Number of warrants (in shares) | 24,910 | 24,910 |
Exercise price per warrant (in dollars per share) | $ 9.04 | |
August 2020 | Private Warrants | ||
Class of Warrant or Right [Line Items] | ||
Number of warrants (in shares) | 366,666 | 366,666 |
Exercise price per warrant (in dollars per share) | $ 11.50 | |
August 2020 | Public Warrants | ||
Class of Warrant or Right [Line Items] | ||
Number of warrants (in shares) | 16,666,637 | 16,666,637 |
Exercise price per warrant (in dollars per share) | $ 11.50 | |
December 2021 | Common stock | ||
Class of Warrant or Right [Line Items] | ||
Number of warrants (in shares) | 1,000,000 | 1,000,000 |
Exercise price per warrant (in dollars per share) | $ 10 | |
October Two Thousand Twenty Two | Common stock | ||
Class of Warrant or Right [Line Items] | ||
Number of warrants (in shares) | 9,511,128 | 9,511,128 |
Exercise price per warrant (in dollars per share) | $ 0.01 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | 25 Months Ended | ||||
Aug. 05, 2022 | Mar. 08, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | Jun. 30, 2022 | Mar. 31, 2023 | Dec. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based compensation arrangement by share-based payment award, options, outstanding, number (in shares) | 23,906,000 | 23,906,000 | 24,022,000 | ||||
Share-based compensation arrangement by share-based payment award, options, vested in period, fair value | $ 1,400,000 | $ 10,000,000 | |||||
Share-based compensation expense | 11,192,000 | $ 17,468,000 | |||||
Unrecognized compensation cost related to unvested stock options | $ 7,700,000 | $ 7,700,000 | |||||
Compensation cost related to unvested stock options expected to be recognised over a weighted average service period | 1 year 10 months 24 days | ||||||
Options granted (in shares) | 0 | ||||||
Weighted-average exercise price (in dollars per share) | $ 9.45 | $ 9.45 | $ 9.45 | ||||
Weighted-average remaining contractual term | 5 years 9 months 18 days | 6 years | |||||
Aggregate Intrinsic Value | $ 0 | $ 0 | |||||
Officer | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based compensation expense | $ 7,900,000 | ||||||
Restricted Stock Units (RSUs) | 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) | 10,800,000 | ||||||
2018 Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based compensation arrangement by share-based payment award, options, outstanding, number (in shares) | 24,657,302 | ||||||
2018 Plan | Year One Vesting | Share-based Payment Arrangement, Option | Officer | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based compensation arrangement by share-based payment award, award vesting rights, percentage | 25% | ||||||
2021 Plan | Officer | |||||||
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 | ||||||
Share-based compensation arrangement by share-based payment award, number of shares available for grant (in shares) | 8,997,672 | 8,997,672 | |||||
Unrecognized compensation expense | 14,600,000 | ||||||
2021 Plan | Restricted Stock Units (RSUs) | |||||||
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) | 6,150,000 | ||||||
2021 Plan | Restricted Stock Units (RSUs) | Officer | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
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 | ||||||
Incremental compensation expense | $ 22,500,000 | ||||||
2021 Plan | Restricted Stock Units (RSUs) | Employees, Directors, And Officers | |||||||
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) | 15,355,015 | ||||||
2021 Plan | Restricted Stock Units (RSUs) | Employees, Directors, And Officers | Minimum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Compensation cost related to equity instruments other than options expected to be recognised over a weighted average service period | 1 year | ||||||
2021 Plan | Restricted Stock Units (RSUs) | Employees, Directors, And Officers | Maximum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Compensation cost related to equity instruments other than options expected to be recognised over a weighted average service period | 4 years | ||||||
2021 Plan | Restricted Stock Units (RSUs) | Share Price Hurdle Achieved One | Officer | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
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 | Restricted Stock Units (RSUs) | Share Price Hurdle Achieved Two | Officer | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
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 | Share-based Payment Arrangement, Option | Officer | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share based compensation arrangement by share based payment award vesting period | 4 years | ||||||
2021 Plan | Share-based Payment Arrangement, Option | Class A common stock, par value, $0.0001 per share | Officer | |||||||
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 | Year One Vesting | Share-based Payment Arrangement, Option | Officer | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share based compensation arrangement by share based payment award vesting period | 12 months | ||||||
Share-based compensation arrangement by share-based payment award, award vesting rights, percentage | 25% | ||||||
2021 Plan | Monthly Vesting | Restricted Stock Units (RSUs) | Officer | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share based compensation arrangement by share based payment award vesting period | 36 months | ||||||
Share-based compensation arrangement by share-based payment award, award vesting rights, percentage | 75% | ||||||
2021 Plan | Monthly Vesting | Share-based Payment Arrangement, Option | Officer | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share based compensation arrangement by share based payment award vesting period | 36 months | ||||||
Share-based compensation arrangement by share-based payment award, award vesting rights, percentage | 75% | ||||||
Equity Incentive Plan 2021, Modified | Officer | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Unrecognized compensation expense | $ 21,200,000 | ||||||
Compensation cost related to equity instruments other than options expected to be recognised over a weighted average service period | 2 years 7 months 6 days | ||||||
CEO Incentive Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share based compensation by share based payment award options shares issued in period | 0 | ||||||
Unrecognized compensation cost related to unvested stock options | $ 49,800,000 | $ 49,800,000 | |||||
Options granted (in shares) | 25,000,000 | ||||||
Weighted-average exercise price (in dollars per share) | $ 10 | $ 10 | |||||
Weighted-average remaining contractual term | 7 years 10 months 24 days | ||||||
Aggregate Intrinsic Value | $ 0 | $ 0 | |||||
Compensation cost related to options expected to be recognised over a weighted average service period | 3 years 6 months | ||||||
CEO Incentive Plan | Common Stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share based compensation arrangement option granted to purchase stock at exercise price (in dollars per share) | $ 10 | ||||||
CEO Incentive Plan | Restricted Stock Units (RSUs) | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Grant date fair value of RSUs vested | $ 9,300,000 | $ 200,000 | |||||
Unrecognized compensation cost related to Equity instruments other than options | $ 33,800,000 | $ 33,800,000 | |||||
Compensation cost related to equity instruments other than options expected to be recognised over a weighted average service period | 2 years 3 months 18 days |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Options Exercisable under CEO Incentive Plan (Detail) | 3 Months Ended |
Mar. 31, 2023 $ / shares shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Option Shares | 0 |
CEO Incentive Plan | Year One Vesting | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Option Shares | 2,500,000 |
Average Trading Price per Share of the Combined Entity (in dollars per share) | $ / shares | $ 20 |
CEO Incentive Plan | Monthly Vesting | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Option Shares | 2,500,000 |
Average Trading Price per Share of the Combined Entity (in dollars per share) | $ / shares | $ 30 |
CEO Incentive Plan | Share-based Payment Arrangement, Tranche Three | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Option Shares | 2,500,000 |
Average Trading Price per Share of the Combined Entity (in dollars per share) | $ / shares | $ 40 |
CEO Incentive Plan | Share-based Payment Arrangement Tranche Four | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Option Shares | 2,500,000 |
Average Trading Price per Share of the Combined Entity (in dollars per share) | $ / shares | $ 50 |
CEO Incentive Plan | Share-based Payment Arrangement Tranche Five | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Option Shares | 2,500,000 |
Average Trading Price per Share of the Combined Entity (in dollars per share) | $ / shares | $ 60 |
CEO Incentive Plan | Share-based Payment Arrangement Tranche Six | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Option Shares | 2,500,000 |
Average Trading Price per Share of the Combined Entity (in dollars per share) | $ / shares | $ 70 |
CEO Incentive Plan | Share-based Payment Arrangement Tranche Seven | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Option Shares | 2,500,000 |
Average Trading Price per Share of the Combined Entity (in dollars per share) | $ / shares | $ 80 |
CEO Incentive Plan | Share-based Payment Arrangement Tranche Eight | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Option Shares | 2,500,000 |
Average Trading Price per Share of the Combined Entity (in dollars per share) | $ / shares | $ 90 |
CEO Incentive Plan | Share-based Payment Arrangement Tranche Nine | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Option Shares | 2,500,000 |
Average Trading Price per Share of the Combined Entity (in dollars per share) | $ / shares | $ 100 |
CEO Incentive Plan | Share-based Payment Arrangement Tranche Ten | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Option Shares | 2,500,000 |
Average Trading Price per Share of the Combined Entity (in dollars per share) | $ / shares | $ 110 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Share-based Compensation Arrangement By Share Based Payment Award Options Vested And Expected To Vest Exercisable (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | |
Mar. 31, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Number of Shares Subject to Stock Options Outstanding | |||
Beginning balance (in shares) | 24,022 | ||
Options granted (in shares) | 0 | ||
Exercised (in shares) | 0 | ||
Canceled/forfeited (in shares) | (116) | ||
Ending balance (in shares) | 23,906 | ||
Options vested and expected to vest (in shares) | 23,871 | ||
Exercisable (in shares) | 22,066 | ||
Weighted- Average Exercise Price | |||
Weighted-Average Exercise Price, Beginning balance (in dollars per share) | $ 9.45 | ||
Options granted (in dollars per share) | 0 | ||
Exercised (in dollars per share) | 0 | ||
Canceled/forfeited (in dollars per share) | 9.72 | ||
Weighted-Average Exercise Price, Ending balance (in dollars per share) | 9.45 | ||
Weighted-Average Exercise Price, Options vested and expected to vest (in dollars per share) | 9.45 | ||
Weighted-Average Exercise Price, (in dollars per share) | $ 9.41 | ||
Weighted-Average Remaining Contractual Term, Outstanding | 5 years 9 months 18 days | 6 years | |
Weighted-Average Remaining Contractual Term, Options vested and expected to vest | 5 years 9 months 18 days | ||
Weighted-Average Remaining Contractual Term, Exercisable | 5 years 7 months 6 days | ||
Aggregate Intrinsic Value, Beginning balance | $ 0 | ||
Aggregate Intrinsic Value, Ending balance | 0 | ||
Aggregate Intrinsic Value, Options vested and expected to vest | 0 | ||
Aggregate Intrinsic Value | $ 0 | ||
Share price (in dollars per share) | $ 0.50 | $ 0.96 |
Stock Based Compensation - Summ
Stock Based Compensation - Summary of Outstanding Restricted Stock Units (Detail) - Restricted Stock Units (RSUs) - $ / shares | 3 Months Ended | ||
Mar. 08, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | |
Officer | |||
Number of Unvested Shares | |||
Granted (in shares) | 10,800,000 | ||
2021 Plan | |||
Number of Unvested Shares | |||
Beginning balance (in shares) | 15,245,000 | ||
Granted (in shares) | 6,150,000 | ||
Vested (in shares) | (3,773,000) | ||
Canceled (in shares) | (1,239,000) | ||
Ending balance (in shares) | 16,383,000 | ||
Weighted Average Grant Date Fair Value | |||
Beginning balance (in dollars per share) | $ 4 | ||
Granted (in dollars per share) | 0.56 | ||
Vested (in dollars per share) | 2.45 | ||
Canceled (in dollars per share) | 1.21 | ||
Ending balance (in dollars per share) | $ 3.28 | ||
2021 Plan | Officer | |||
Number of Unvested Shares | |||
Granted (in shares) | 12,500,000 |
Stock-Based Compensation - Su_3
Stock-Based Compensation - Summary of Stock-based Compensation (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | $ 11,192 | $ 17,468 |
Cost of revenue | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | 414 | 363 |
Research and development | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | 1,174 | 69 |
Selling, general, and administrative | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | $ 9,604 | $ 17,036 |
Restructuring (Details)
Restructuring (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Restructuring and Related Activities [Abstract] | ||
Restructuring costs | $ 4,249,000 | $ 0 |
Payments for restructuring | 0 | |
Restructuring cost related liabilities | $ 4,200,000 |
Income Taxes (Detail)
Income Taxes (Detail) | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Income Tax Disclosure [Abstract] | |
Changes in estimated uncertain tax benefits | $ 0 |
Net Loss Per Share - Summary of
Net Loss Per Share - Summary of Basic and Diluted Net Loss Per Share (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Earnings Per Share [Abstract] | ||
Net loss | $ (67,289) | $ (82,372) |
Weighted-average shares outstanding, basic (in shares) | 236,250,564 | 214,232,210 |
Weighted-average shares outstanding, diluted (in shares) | 236,250,564 | 214,232,210 |
Net loss per share, basic (in shares) | $ (0.28) | $ (0.38) |
Net loss per share, diluted (in shares) | $ (0.28) | $ (0.38) |
Net Loss Per Share - Summary _2
Net Loss Per Share - Summary of Antidilutive Securities Excluded From Computation of Earnings Per Share (Detail) - shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 156,943,576 | 47,219,198 |
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) | 23,906,423 | 25,901,653 |
Restricted Stock Units (RSUs) | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 16,383,282 | 5,625 |
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) | 27,386,111 | 21,311,920 |
Redeemable Convertible Preferred Stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 89,267,760 | 0 |
Net Loss Per Share - Additional
Net Loss Per Share - Additional Information (Detail) - shares | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 08, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Earn out shares subject to vesting and potential forfeiture | 4,970,000 | 4,970,000 | |
Options granted (in shares) | 0 | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 156,943,576 | 47,219,198 | |
Restricted Stock Units (RSUs) | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 16,383,282 | 5,625 | |
Officer | Restricted Stock Units (RSUs) | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 5,400,000 | ||
Non Qualified Stock Option Awards | Chief Executive Officer | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Options granted (in shares) | 25,000,000 | ||
Restricted Stock Units (RSUs) | Officer | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Share based compensation by share based payment arrangement equity instruments other than granted during the period (in shares) | 10,800,000 |
Related Party Disclosures (Deta
Related Party Disclosures (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | |||
Long-term debt | $ 202,952,000 | $ 220,307,000 | |
Deferred revenue | 6,777,000 | 9,199,000 | |
Contract loss accrual | 10,349,000 | 12,848,000 | |
Current contract assets | 15,000,000 | 14,600,000 | |
Director | |||
Related Party Transaction [Line Items] | |||
Revenue recognized from related parties | 3,500,000 | $ 1,800,000 | |
Deferred revenue | 2,500,000 | ||
Contract loss accrual | 6,500,000 | ||
Current contract assets | 1,200,000 | ||
Related party, accounts receivable | 7,700,000 | ||
Related party, accounts payable | 100,000 | ||
Convertible Debt | |||
Related Party Transaction [Line Items] | |||
Long-term debt | 188,992,000 | 206,347,000 | |
Interest expense, debt | 4,463,000 | 0 | |
Convertible Debt | Director | |||
Related Party Transaction [Line Items] | |||
Long-term debt | 109,200,000 | 109,000,000 | |
Accrued interest due to related party, current | 4,200,000 | $ 2,000,000 | |
Interest expense, debt | $ 2,600,000 | $ 0 |