Cover
Cover - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Feb. 21, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-39790 | ||
Entity Registrant Name | Matterport, Inc./DE | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 85-1695048 | ||
Entity Address, Address Line One | 352 East Java Drive, | ||
Entity Address, City or Town | Sunnyvale | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 94089 | ||
City Area Code | 650 | ||
Local Phone Number | 641-2241 | ||
Title of 12(b) Security | Class A Common Stock, par value of $0.0001 per share | ||
Trading Symbol | MTTR | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 736.5 | ||
Entity Common Stock, Shares Outstanding | 291,060,384 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Entity Central Index Key | 0001819394 | ||
Documents Incorporated by Reference | DOCUMENTS INCORPORATED BY REFERENCE Parts of the Registrant's definitive proxy statement for its annual general meeting to be held on June 13, 2023, are incorporated by reference in this Form 10-K in response to Part III, ITEM 10, 11, 12, 13 and 14. |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2022 | |
Audit Information [Abstract] | |
Auditor Name | PricewaterhouseCoopers LLP |
Auditor Location | Atlanta, Georgia |
Auditor Firm ID | 238 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | |
Current assets: | |||
Cash and cash equivalents | $ 117,128 | $ 139,519 | |
Restricted cash | 0 | 468 | |
Short-term investments | 355,815 | 264,931 | |
Accounts receivable, net of allowance of $1,212 and $291, as of December 31, 2022 and December 31, 2021, respectively | 20,844 | 10,879 | |
Inventories | 11,061 | 5,593 | |
Prepaid expenses and other current assets | 13,084 | 16,313 | |
Total current assets | 517,932 | 437,703 | |
Property and equipment, net | 30,559 | 14,118 | |
Operating lease right-of-use assets | 2,515 | 0 | |
Long-term investments | 3,959 | 263,659 | |
Goodwill | 69,593 | 0 | |
Intangible assets, net | 10,890 | 0 | |
Other assets | 4,947 | 3,696 | |
Total assets | 640,395 | 719,176 | |
Current liabilities | |||
Accounts payable | 8,331 | 12,227 | |
Deferred revenue | 16,731 | 11,074 | |
Accrued expenses and other current liabilities | 23,916 | 10,026 | |
Total current liabilities | 48,978 | 33,327 | |
Warrants liability | 803 | 38,974 | |
Contingent earn-out liability | 0 | 377,576 | |
Deferred revenue, non-current | 1,201 | 874 | |
Other long-term liabilities | 5,502 | 262 | |
Total liabilities | 56,484 | 451,013 | |
Commitments and contingencies (Note 10) | |||
Redeemable convertible preferred stock, $0.0001 par value; 30,000 shares authorized as of December 31, 2022 and 2021, respectively; nil shares issued and outstanding as of December 31, 2022 and 2021; and liquidation preference of nil as of December 31, 2022 and 2021, respectively | 0 | 0 | |
Stockholders’ equity: | |||
Common stock, $0.0001 par value; 640,000 shares authorized as of December 31, 2022 and 2021, respectively; and 290,541 shares and 250,173 shares issued and outstanding as of December 31, 2022 and 2021, respectively | 29 | 25 | |
Additional paid-in capital | 1,168,313 | 737,735 | |
Accumulated other comprehensive loss | (5,034) | (1,539) | |
Accumulated deficit | (579,397) | (468,058) | |
Total stockholders’ equity | 583,911 | 268,163 | |
Total liabilities and stockholders’ equity | $ 640,395 | $ 719,176 | |
Redeemable convertible preferred, outstanding (in shares) | 0 | 0 | [1] |
Redeemable convertible preferred, issued (in shares) | 0 | 0 | |
[1] (1) The shares of the Company’s common and redeemable convertible preferred stock, prior to the Merger (as defined in Note 1) have been retroactively restated to reflect the exchange ratio of approximately 4.1193 established in the Merger as described in Note 3. |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 | |
Statement of Financial Position [Abstract] | |||
Allowance for credit loss | $ 1,212,000 | $ 291,000 | |
Redeemable convertible preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |
Redeemable convertible preferred, authorized (in shares) | 30,000,000 | 30,000,000 | |
Redeemable convertible preferred, issued (in shares) | 0 | 0 | |
Redeemable convertible preferred, outstanding (in shares) | 0 | 0 | [1] |
Redeemable convertible preferred liquidation preference | $ 0 | $ 0 | |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |
Common stock, authorized (in shares) | 640,000,000 | 640,000,000 | |
Common stock, issued (in shares) | 290,541,000 | 250,173,000 | |
Common stock, outstanding (in shares) | 290,541,000 | 250,173,000 | |
[1] (1) The shares of the Company’s common and redeemable convertible preferred stock, prior to the Merger (as defined in Note 1) have been retroactively restated to reflect the exchange ratio of approximately 4.1193 established in the Merger as described in Note 3. |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Total revenue | $ 136,125 | $ 111,174 | $ 85,884 |
Total costs of revenue | 84,279 | 51,203 | 37,945 |
Gross profit | 51,846 | 59,971 | 47,939 |
Operating expenses: | |||
Research and development | 85,025 | 55,379 | 17,710 |
Selling, general, and administrative | 242,306 | 152,360 | 41,791 |
Total operating expenses | 327,331 | 207,739 | 59,501 |
Loss from operations | (275,485) | (147,768) | (11,562) |
Other income (expense): | |||
Interest income | 6,280 | 1,811 | 19 |
Interest expense | 0 | (676) | (1,501) |
Transaction costs | 0 | (565) | 0 |
Change in fair value of warrants liabilities | 27,035 | (48,370) | 0 |
Change in fair value of contingent earn-out liability | 136,043 | (140,454) | 0 |
Other expense, net | (3,969) | (2,255) | (900) |
Total other income (expense) | 165,389 | (190,509) | (2,382) |
Loss before provision (benefit) for income taxes | (110,096) | (338,277) | (13,944) |
Provision (benefit) for income taxes | 1,243 | (217) | 77 |
Net loss | $ (111,339) | $ (338,060) | $ (14,021) |
Net loss per share, basic and diluted | |||
Basic (in dollars per share) | $ (0.39) | $ (2.58) | $ (0.43) |
Diluted (in dollars per share) | $ (0.39) | $ (2.58) | $ (0.43) |
Weighted-average shares used in per share calculation, basic and diluted | |||
Basic (in shares) | 283,585 | 131,278 | 32,841 |
Diluted (in shares) | 283,585 | 131,278 | 32,841 |
Subscription | |||
Total revenue | $ 73,789 | $ 61,275 | $ 41,558 |
Total costs of revenue | 24,259 | 14,754 | 11,445 |
License | |||
Total revenue | 97 | 4,761 | 3,500 |
Total costs of revenue | 0 | 0 | 69 |
Services | |||
Total revenue | 27,268 | 12,592 | 7,702 |
Total costs of revenue | 18,992 | 10,046 | 6,131 |
Product | |||
Total revenue | 34,971 | 32,546 | 33,124 |
Total costs of revenue | $ 41,028 | $ 26,403 | $ 20,300 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (111,339) | $ (338,060) | $ (14,021) |
Other comprehensive income (loss), net of taxes: | |||
Foreign currency translation gain (loss) | 0 | (187) | 99 |
Unrealized loss on available-for-sale securities, net of tax | (3,495) | (1,487) | 0 |
Other comprehensive income (loss) | (3,495) | (1,674) | 99 |
Comprehensive loss | $ (114,834) | $ (339,734) | $ (13,922) |
CONSOLIDATED STATEMENTS OF REDE
CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income (loss) | Accumulated Deficit | ||
Redeemable convertible preferred, outstanding, beginning (in shares) at Dec. 31, 2019 | [1] | 98,542,000 | |||||
Redeemable convertible preferred stock, beginning at Dec. 31, 2019 | $ 110,978 | ||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||
Conversion of convertible note to Series D redeemable convertible preferred stock (in shares) | [1] | 4,729,000 | |||||
Conversion of convertible note to Series D redeemable convertible preferred stock | $ 9,501 | ||||||
Issuance of Series D redeemable convertible preferred stock to a customer (in shares) | [1] | 21,708,000 | |||||
Issuance of Series D redeemable convertible preferred stock to a customer | $ 43,689 | ||||||
Redeemable convertible preferred, outstanding, ending (in shares) at Dec. 31, 2020 | [1] | 124,979,000 | |||||
Redeemable convertible preferred stock, ending at Dec. 31, 2020 | $ 164,168 | ||||||
Common stock, outstanding, beginning (in shares) at Dec. 31, 2019 | [1] | 32,132,000 | |||||
Beginning balance at Dec. 31, 2019 | (109,629) | $ 3 | $ 5,871 | $ 36 | $ (115,539) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net loss | (14,021) | (14,021) | |||||
Other comprehensive income (loss) | $ 99 | 99 | |||||
Issuance of common stock upon exercise of stock options (in shares) | 7,293,000 | 7,293,000 | [1] | ||||
Issuance of common stock upon exercise of stock options | $ 1,539 | $ 1 | 1,538 | ||||
Issuance of common stock warrants net of issuance costs | 55 | 55 | |||||
Settlement of vested stock options | (956) | (956) | |||||
Repurchase and Retirement of common stock (shares) | [1] | (444,000) | |||||
Repurchase and Retirement of common stock | (438) | (438) | |||||
Reclassification of remaining contingent earn-out liability upon triggering events | 0 | ||||||
Stock-based compensation | 2,651 | 2,651 | |||||
Common stock, outstanding, ending (in shares) at Dec. 31, 2020 | [1] | 38,981,000 | |||||
Ending balance at Dec. 31, 2020 | $ (120,700) | $ 4 | 9,159 | 135 | (129,998) | ||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||
Conversion of convertible note to Series D redeemable convertible preferred stock (in shares) | [1] | (125,031,000) | |||||
Conversion of convertible note to Series D redeemable convertible preferred stock | $ (164,461) | ||||||
Issuance of Series D redeemable convertible preferred stock to a customer (in shares) | [1] | 52,000 | |||||
Issuance of Series D redeemable convertible preferred stock to a customer | $ 293 | ||||||
Redeemable convertible preferred, outstanding, ending (in shares) at Dec. 31, 2021 | [1] | 0 | |||||
Redeemable convertible preferred stock, ending at Dec. 31, 2021 | $ 0 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net loss | (338,060) | (338,060) | |||||
Other comprehensive income (loss) | (1,674) | (1,674) | |||||
Conversion of convertible note to Series D redeemable convertible preferred stock (in shares) | [1] | 126,461,000 | |||||
Conversion of convertible note to Series D redeemable convertible preferred stock | $ 164,461 | $ 13 | 164,448 | ||||
Issuance of common stock upon exercise of stock options (in shares) | 4,072,000 | 4,072,000 | [1] | ||||
Issuance of common stock upon exercise of stock options | $ 2,068 | 2,068 | |||||
Issuance of common stock upon exercise of legacy Matterport common stock warrants (in shares) | [1] | 1,038,000 | |||||
Issuance of common stock upon the reverse recapitalization, net of transaction costs (in shares) | [1] | 72,531,000 | |||||
Issuance of common stock upon the reverse recapitalization, net of transaction costs | 539,897 | $ 7 | 539,890 | ||||
Issuance of common stock upon exercise of public and private warrants (in shares) | [1] | 7,090,000 | |||||
Issuance of common stock upon exercise of public and private warrants | 155,056 | $ 1 | 155,055 | ||||
Earn-out liability recognized upon the closing of the reverse recapitalization | (237,122) | (237,122) | |||||
Reclassification of remaining contingent earn-out liability upon triggering events | 164,461 | ||||||
Stock-based compensation | $ 104,237 | 104,237 | |||||
Common stock, outstanding, ending (in shares) at Dec. 31, 2021 | 250,173,000 | 250,173,000 | [1] | ||||
Ending balance at Dec. 31, 2021 | $ 268,163 | $ 25 | 737,735 | (1,539) | (468,058) | ||
Redeemable convertible preferred, outstanding, ending (in shares) at Dec. 31, 2022 | 0 | ||||||
Redeemable convertible preferred stock, ending at Dec. 31, 2022 | $ 0 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net loss | (111,339) | (111,339) | |||||
Other comprehensive income (loss) | (3,495) | (3,495) | |||||
Issuance of common stock in connection with employee equity incentive plans, net of tax withholding (in shares) | [1] | 15,525,000 | |||||
Issuance of common stock in connection with employee equity incentive plans, net of tax withholding | $ (9,907) | $ 2 | (9,909) | ||||
Issuance of common stock upon exercise of stock options (in shares) | 7,320,000 | ||||||
Issuance of common stock upon the reverse recapitalization, net of transaction costs | $ 76 | 76 | |||||
Issuance of common stock upon exercise of public and private warrants (in shares) | [1] | 1,994,000 | |||||
Issuance of common stock upon exercise of public and private warrants | 34,055 | 34,055 | |||||
Issuance of common stock to a customer (in shares) | [1] | 132,000 | |||||
Issuance of common stock to a customer | 738 | 738 | |||||
Issuance of common stock in connection with acquisitions (in shares) | [1] | 1,223,000 | |||||
Issuance of common stock in connection with acquisitions | 19,219 | 19,219 | |||||
Issuance of earn-out shares upon triggering events, net of tax withholding (in shares) | [1] | 21,494,000 | |||||
Issuance of earn-out shares upon triggering events, net of tax withholding | (17,736) | $ 2 | (17,738) | ||||
Earn-out liability recognized upon the re-allocation | (896) | (896) | |||||
Reclassification of remaining contingent earn-out liability upon triggering events | 242,429 | 242,429 | |||||
Stock-based compensation | $ 162,604 | 162,604 | |||||
Common stock, outstanding, ending (in shares) at Dec. 31, 2022 | 290,541,000 | 290,541,000 | [1] | ||||
Ending balance at Dec. 31, 2022 | $ 583,911 | $ 29 | $ 1,168,313 | $ (5,034) | $ (579,397) | ||
[1] (1) The shares of the Company’s common and redeemable convertible preferred stock, prior to the Merger (as defined in Note 1) have been retroactively restated to reflect the exchange ratio of approximately 4.1193 established in the Merger as described in Note 3. |
CONSOLIDATED STATEMENTS OF RE_2
CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT) (Parenthetical) | Jul. 22, 2021 | Jul. 21, 2021 |
Statement of Stockholders' Equity [Abstract] | ||
Recapitalization exchange ratio | 4.1193 | 4.1193 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES | |||
Net loss | $ (111,339) | $ (338,060) | $ (14,021) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 13,297 | 5,824 | 4,778 |
Amortization of debt discount | 0 | 135 | 223 |
Amortization of investment premiums, net of accretion of discounts | 2,924 | 1,370 | 0 |
Investment impairment | 1,093 | 0 | 0 |
Stock-based compensation, net of amounts capitalized | 148,490 | 100,605 | 2,505 |
Change in fair value of warrants liabilities | (27,035) | 48,370 | 0 |
Change in fair value of contingent earn-out liability | (136,043) | 140,454 | 0 |
Deferred income taxes | 51 | (385) | 0 |
Transaction costs | 0 | 565 | 0 |
Loss on extinguishment of debt and convertible notes | 0 | 210 | 955 |
Allowance for doubtful accounts | 1,245 | 222 | 846 |
Loss of excess inventory and purchase obligation | 5,007 | 0 | 0 |
Other | (195) | (102) | (4) |
Changes in operating assets and liabilities, net of effects of businesses acquired: | |||
Accounts receivable | (9,609) | (7,170) | (3,264) |
Inventories | (6,484) | (1,946) | (1,731) |
Prepaid expenses and other assets | (1,991) | (7,751) | (1,109) |
Accounts payable | (5,240) | 8,812 | 616 |
Deferred revenue | 5,985 | 7,602 | 2,524 |
Accrued expenses and other liabilities | 1,282 | 2,437 | 4,085 |
Net cash used in operating activities | (118,562) | (38,808) | (3,597) |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Purchases of property and equipment | (1,730) | (810) | (30) |
Capitalized software and development costs | (12,590) | (7,200) | (4,854) |
Purchase of investments | (137,631) | (532,561) | 0 |
Maturities of investments | 299,002 | 0 | 0 |
Investment in privately held companies | 0 | (250) | 0 |
Investment in convertible notes | 0 | (1,000) | 0 |
Business acquisitions, net of cash acquired | (51,874) | 0 | 0 |
Net cash provided by (used in) investing activities | 95,177 | (541,821) | (4,884) |
CASH FLOW FROM FINANCING ACTIVITIES: | |||
Proceeds from reverse recapitalization and PIPE financing, net | 0 | 612,854 | 0 |
Payment of transaction costs related to reverse recapitalization | 0 | (10,013) | 0 |
Proceeds from issuance of redeemable convertible preferred stock, net | 0 | 0 | 43,689 |
Proceeds from sales of shares through employee equity incentive plans | 6,781 | 2,068 | 1,538 |
Payments for taxes related to net settlement of equity awards | (34,424) | 0 | 0 |
Proceeds from exercise of warrants | 27,844 | 76,607 | 0 |
Proceeds from debt, net | 0 | 0 | 6,221 |
Proceeds from convertible notes, net of issuance costs | 0 | 0 | 8,457 |
Repayment of debt | 0 | (13,067) | (8,049) |
Settlement of vested stock options | 0 | 0 | (956) |
Repurchase of common stock | 0 | 0 | (438) |
Other | 76 | 0 | 0 |
Net cash provided by financing activities | 277 | 668,449 | 50,462 |
Net change in cash, cash equivalents, and restricted cash | (23,108) | 87,820 | 41,981 |
Effect of exchange rate changes on cash | 249 | (83) | 117 |
Cash, cash equivalents, and restricted cash at beginning of year | 139,987 | 52,250 | 10,152 |
Cash, cash equivalents, and restricted cash at end of period | 117,128 | 139,987 | 52,250 |
Supplemental disclosures of cash flow information | |||
Cash paid for interest | 0 | 753 | 1,071 |
Cash paid for taxes | 651 | 80 | 52 |
Supplemental disclosures of non-cash investing and financing information | |||
Earn-out liability recognized upon the re-allocation | 896 | 237,122 | 0 |
Reclassification of remaining contingent earn-out liability upon triggering events | 242,429 | 164,461 | 0 |
Exchange of convertible notes for redeemable convertible preferred stock | 0 | 0 | 9,501 |
Common stock issued in connection with acquisition | 19,219 | 0 | 0 |
Unpaid cash consideration in connection with acquisition | $ 4,348 | $ 0 | $ 0 |
ORGANIZATION AND DESCRIPTION OF
ORGANIZATION AND DESCRIPTION OF BUSINESS | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND DESCRIPTION OF BUSINESS | ORGANIZATION AND DESCRIPTION OF BUSINESS Matterport, Inc., together with its subsidiaries (“Matterport” or the “Company”) is leading the digitization and datafication of the built world. Matterport’s pioneering technology has set the standard for digitizing, accessing and managing buildings, spaces and places online. Matterport’s platform comprising innovative software, spatial data-driven data science, and 3D capture technology has broken down the barriers that have kept the largest asset class in the world, buildings and physical spaces, offline and underutilized for so long. The Company was incorporated in the state of Delaware in 2011. The Company is headquartered at Sunnyvale, California. On July 22, 2021 (the “Closing Date”), the Company consummated the merger (collectively with the other transactions described in the Merger Agreement, the “Merger”, “Closing”, or “Transactions”) pursuant to an Agreement and Plan of Merger, dated February 7, 2021 (the “Merger Agreement”), by and among the Company (formerly known as Gores Holdings VI, Inc.) (the “Company”), the pre-Merger Matterport, Inc. (now known as Matterport Operating, LLC) (“Legacy Matterport”), Maker Merger Sub, Inc. (“First Merger Sub”), a direct, wholly owned subsidiary of the Company, and Maker Merger Sub II, LLC (“Second Merger Sub”), a direct, wholly owned subsidiary of the Company, pursuant to which First Merger Sub merged with and into Legacy Matterport, with Legacy Matterport continuing as the surviving corporation (the “First Merger”), and immediately following the First Merger and as part of the same overall transaction as the First Merger, Legacy Matterport merged with and into Second Merger Sub, with Second Merger Sub continuing as the surviving entity as a wholly owned subsidiary of the Company, under the new name “Matterport Operating, LLC.” Upon the closing of the Merger, we changed our name to Matterport, Inc. See Note 3 “ Reverse Recapitalization ” for additional information. Unless the context otherwise requires, the “Company” refers to the combined company and its subsidiaries following the Merger, “Gores” refers to the Company prior to the Merger and “Legacy Matterport” refers to Matterport, Inc. prior to the Merger. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of the accompanying consolidated financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts and disclosures in the consolidated financial statements and accompanying notes. Significant estimates include assumptions related to the fair value of common stock before the Merger and other assumptions used to measure stock-based compensation, fair value of assets acquired and liabilities assumed in business combinations, fair value of identified intangibles, goodwill impairment, valuation of deferred tax assets, the estimate of net realizable value of inventory, allowance for doubtful accounts, the fair value of common stock warrants, public and private warrants liability, and e arn-out shares, loss contingencies, and the determination of stand-alone selling price (“SSP”) of various performance obligations. As of December 31, 2022, future impact of the COVID-19 pandemic on the Company’s operational and financial performance will depend on certain developments, including the duration and spread of the pandemic, impact on the Company’s subscribers and their spending habits, impact on the Company’s marketing efforts, and effect on the Company’s suppliers, all of which are uncertain and cannot be predicted with certainty. As a result, many of the Company’s estimates and assumptions required increased judgment and these estimates may change materially in future periods. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and various other factors, including the current economic environment and the impact of COVID-19, which management believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. The Company adjusts such estimates and assumptions when dictated by facts and circumstances. Changes in those estimates resulting from continuing changes in the economic environment will be reflected in the consolidated financial statements in future periods. Actual results may differ materially from those estimates. Segment information The Company has a single operating segment and reportable segment. The Company’s chief operating decision-maker is its Chief Executive Officer, who reviews financial information presented on a consolidated basis for purposes of making operating decisions, assessing financial performance, and allocating resources. Refer to Note 4, for information regarding the Company’s revenue by geography. Substantially all of the Company’s long-lived assets are located in the United States. Concentration of Credit Risk and Other Risks and Uncertainties Financial instruments that subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, investments, and accounts receivable. The Company maintains its cash balances in accounts held by major banks and financial institutions located in the United States. Such bank deposits from time to time may be exposed to credit risk in excess of the Federal Deposit Insurance Corporation insurance limit, and the Company considers such risk to be minimal. We invest only in high-quality credit instruments and maintain our cash and cash equivalents and available-for-sale investments in fixed income securities. Management believes that the financial institutions that hold our investments are financially sound and, accordingly, are subject to minimal credit risk. Deposits held with banks may exceed the amount of insurance provided on such deposits. The Company’s accounts receivable is derived from customers located both inside and outside the United States. The Company mitigates its credit risks by performing ongoing credit evaluations of the financial condition of its customers and requires advance payment from customers in certain circumstances. The Company generally does not require collateral from its customers. No customer accounted for more than 10% of the Company’s total accounts receivable at December 31, 2022 and 2021. No customer accounted for more than 10% of the Company’s total revenue for the years ended December 31, 2022, 2021, and 2020. Cash, Cash Equivalents, and Restricted Cash The Company considers all highly liquid investments purchased with an original maturity of 90 days or less to be cash equivalents. Cash and cash equivalents include cash on hand and amounts on deposit with financial institutions. Amounts receivable from credit card processors of approxima tely $0.8 million a nd $0.7 million as of December 31, 2022 and 2021, respectively, are also considered cash equivalents because they are both short-term and highly-liquid in nature and are typically converted to cash approximately three to five business days from the date of the underlying transaction. The Company had restricted c ash of nil an d $0.5 million as of December 31, 2022 and 2021. The restricted cash was cash deposits restricted under the 2021 Term Loan. Refer to Note 9. Debt for additional information. Accounts Receivable, Net Accounts receivable consists of current trade receivables due from customers recorded at the invoiced amount, net of allowances for doubtful accounts. The Company’s accounts receivable represent amounts due from customers arising from revenue and are stated at the amount the Company expects to collect from outstanding balances. On a periodic basis, the Company evaluates accounts receivable estimated to be uncollectible and provides allowances, as necessary, for doubtful accounts. Management regularly reviews the adequacy of the allowance for doubtful accounts by considering the age of each outstanding invoice, each customer’s expected ability to pay, and the collection history with each customer, when applicable, to determine whether a specific allowance is appropriate. The allowances are based on the Company’s regular assessment of various factors, including the credit-worthiness and financial condition of specific customers, historical experience with bad debts, receivables aging, current economic conditions, reasonable and supportable forecasts of future economic conditions, and after factors that may affect the ability to collect from customers. As of December 31, 2022 and 2021, the allowance for doubtful accounts wa s $1.2 million and $0.3 million, respectively. Fair Value Measurement The Company accounts for certain of its financial assets and liabilities at fair value. The Company uses a three-level hierarchy, which prioritizes, within the measurement of fair value, the use of market-based information over entity-specific information for fair value measurements based on the nature of inputs used in the valuation of an asset or liability as of the measurement date. Fair value focuses on an exit price and is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities which are required to be recorded at fair value, the Company considers the principal or most advantageous market in which the Company would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as risks inherent in valuation techniques, transfer restrictions and credit risks. The inputs or methodology used for valuing financial instruments are not necessarily an indication of the risk associated with investing in those financial instruments. Accounts receivable and accounts payable are carried at cost, which approximates fair value due to the short maturity of these instruments. Inventories Inventories consist primarily of finished goods, assemblies, and raw materials. Assemblies are generally purchased from contract manufacturers. Inventories are valued at the lower of cost or net realizable value. Costs are determined using standard cost, which approximates actual cost on a first-in, first-out basis. The Company assesses the valuation of inventory and periodically adjusts the value for estimated excess and obsolete inventory based upon estimates of future demand and market conditions, as well as damaged or otherwise impaired goods. The Company recorded a provision for excess and obsolete inventor y of $1.0 million, nil, and $0.1 million for the years ended December 31, 2022, 2021, and 2020, respectively. T he Company also recorded a liability of $4.0 million and nil respectively, a s of December 31, 2022 and 2021, arising from firm, non-cancelable, and unhedged inventory purchase commitments in excess of anticipated demand or net realizable value consistent with its valuation of excess and obsolete inventory. Such liability was included in accrued and other current liabilities on the consolidated balance sheets. Both provision for excess and obs olete and accrued loss on firm inventory purchase commitments were recorded in cost of product revenue in the consolidated statements of operations. Property and Equipment, Net Property and equipment are stated at cost, less accumulated depreciation and are depreciated on a straight-line basis over their estimated useful lives as follows: Machinery and equipment 2 - 7 years Furniture and fixtures 3 years Capitalized software and development costs 3 years Leasehold improvements Shorter of remaining lease term or 10 years Upon retirement or sale, the cost and related accumulated depreciation are removed from the consolidated balance sheets and the resulting gain or loss is reflected in general and administrative expenses in the consolidated statements of operations. Maintenance and repairs are charged to operations as incurred. Impairment of Goodwill Goodwill represents the excess of the purchase price over the fair value of identifiable assets and liabilities acquired in each business combination. Goodwill will be evaluated for impairment on an annual basis in the fourth quarter of the Company’s fiscal year, and whenever events or changes in circumstances indicate the carrying amount of goodwill may not be recoverable. The Company has elected to first assess qualitative factors to determine whether it is more likely than not that the fair value of the Company’s single reporting unit is less than its carrying amount, including goodwill. If the Company determines that it is more likely than not that the fair value of the Company’s single reporting unit is less than its carrying amount, then the quantitative impairment test will be performed. Under the quantitative impairment test, if the carrying amount of the single reporting unit exceeds its fair value, the Company will recognize an impairment loss in an amount equal to that excess but limited to the total amount of goodwill. Intangible Assets and Other Long-Lived Assets The Company evaluates events and changes in circumstances that could indicate carrying amounts of purchased intangible assets and other long-lived assets may not be recoverable. When such events or changes in circumstances occur, the Company assesses the recoverability of these assets by determining whether or not the carrying amount will be recovered through undiscounted expected future cash flows. If the total of the future undiscounted cash flows is less than the carrying amount of an asset group, the Company will record an impairment loss for the amount by which the carrying amount of the assets exceeds the fair value of the assets. Acquired property and equipment and finite-lived intangible assets are amortized over their useful lives. The Company evaluates the estimated remaining useful life of these assets when events or changes in circumstances warrant a revision to the remaining period of amortization. If the Company revises the estimated useful life assumption for any asset, the remaining unamortized balance is amortized or depreciated over the revised estimated useful life on a prospective basis. The Company did not recognize any impairment losses on goodwill, intangible assets, or other long-lived assets for the years ended December 31, 2022, 2021, and 2020, respectively. Investments The Company classifies its investments in marketable and non-marketable securities as available-for-sale debt securities at the time of purchase based on the legal form of the security, the Company’s intended holding period for the security, and the nature of the transaction. Investments not considered cash equivalents and with maturities within one year or less from the consolidated balance sheet date are classified as short-term investments. Investments with maturities greater than one year from the consolidated balance sheet date are classified as long-term investments. The Company determines the classification of the investments in marketable debt securities at the time of purchase and reevaluates such determination at each balance sheet date. Debt securities in an unrealized loss position are written down to its fair value with the corresponding change recorded in other income, net in the consolidated statements of operations, if it’s more likely than not that the Company will be required to sell the impaired security before recovery of its amortized costs basis, or have the intention to sell the security. If neither of these conditions are met, it is determined whether a credit loss exists by comparing the present value of the expected cash flows of the security with its amortized cost basis. An allowance for credit losses is recorded in other income, net in the consolidated statements of operations for an amount not to exceed the unrealized loss. Unrealized losses that are not credit-related are included in accumulated other comprehensive loss (“AOCI”) in stockholders’ equity. The Company also has certain private equity investments without readily determinable fair values due to the absence of quoted market prices, the inherent lack of liquidity, and the fact that inputs used to measure fair value are unobservable and require management's judgment. The Company elected the measurement alternative to record these investments at cost and to adjust for impairments and observable price changes resulting from transactions with the same issuer within the statement of operations. Refer to Note 8. Fair Value Measurements for additional information. Transaction costs Transaction costs consist of direct legal, accounting and other fees relating to the consummation of the Merger. These costs were initially capitalized as incurred in other assets on the consolidated balance sheets. Upon the Closing, transaction costs related to the issuance of shares were recognized in stockholders’ equity (deficit) while costs associated with the public and private warrants liabilities were expensed in the consolidated statements of operations. The Company and Gores incurred $10.0 million and $26.3 million transaction costs, respectively. The total transaction cost was $36.3 million, consisting of underwriting, legal, and other professional fees, of which $35.7 million was recorded to additional paid-in capital as a reduction of proceeds and the remaining $0.6 million was expensed immediately upon the Closing. Business Combination Business acquisitions are accounted for using the acquisition method under Accounting Standards Codifications (“ASC”) 805, Business Combinations (“ASC 805”), which requires recording assets acquired and liabilities assumed at fair value as of the acquisition date. Under the acquisition method of accounting, each tangible and separately identifiable intangible asset acquired and liabilities assumed is recorded based on their preliminary estimated fair values on the acquisition date. The initial valuations are derived from estimated fair value assessments and assumptions used by management. The excess of the purchase price over the fair values of these identifiable assets and liabilities is recorded as goodwill. Additional information existing as of the acquisition date but unknown to the Company may become known during the remainder of the measurement period, not to exceed 12 months from the acquisition date, which may result in changes to the amounts and allocations recorded. Acquisition related transaction costs are expensed as incurred and are recorded in selling, general, and administrative expenses in the Consolidated Statements of Operations. No acquisitions closed during the years ended December 31, 2021 and 2020. The Company incurred $1.6 million and $0.9 million of acquisition-related costs for the years ended December 31, 2022 and 2021. Intangible Assets Acquisition-related intangible assets with finite lives are accounted for at fair value as of the date of acquisition, less accumulated amortization. Amortization is computed over the estimated useful lives of the respective assets. Warrants Liability The Company assumed publicly-traded warrants (“Public Warrants”) and private warrants (“Private Warrants”) upon the Closing. The Company accounts for warrants for shares of the Company’s Class A common stock that are not indexed to its own stock as liabilities at fair value on the balance sheet. The warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized in the Company’s statement of operations. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as a liability at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. Earn-out Arrangement In connection with the reverse recapitalization and pursuant to the Merger Agreement, eligible Legacy Matterport stockholders and Legacy Matterport stock option and restricted stock unit (“RSU”) holders were entitled to receive an aggregate of approximately 23.5 million shares (“Earn-out Shares”) of the Company’s Class A c ommon stock, par value $0.0001 per share (“Class A common stock”) upon the Company achieving certain Earn-out Triggering Events during the Earn-out Period (as described in Note 15 “Contingent Earn-Out Awards”). In accordance with ASC 815-40, Earn-out Shares issuable to Legacy Matterport common stockholders in respect of such common stock are not solely indexed to the common stock and therefore are accounted for as contingent earn-out liability on the consolidated balance sheet at the reverse recapitalization date and subsequently remeasured at each reporting date with changes in fair value recorded as a component of other income (expense), net in the consolidated statements of operations. If the applicable triggering event is achieved for a tranche, the Company will reclassify the outstanding earn-out liability to additional paid-in capital upon triggering event and account for the Earn-out Shares for such tranche as issued and outstanding common stock upon the share release. Earn-out Shares issuable to certain holders of Legacy Matterport stock options and RSUs in respect of such stock options and RSUs (the “Earn-out Awards”) are subject to forfeiture and are accounted for in accordance with ASC 718. The Company measures and recognizes stock-compensation expense based on the fair value of the Earn-out Awards over the derived service period for each tranche. Forfeitures are accounted for as they occur. Upon the forfeiture of Earn-out Shares issuable to any eligible holder of Legacy Matterport stock options and RSUs, the forfeited Earn-out awards are subject to reallocation and grant on a pro rata basis to the remaining eligible Legacy Matterport stockholders and stock options and RSUs holders. The reallocated issuable shares to Legacy Matterport common stockholders are recognized as contingent earn-out liability, and the reallocated issuable shares to Legacy Matterport stock options and RSUs holders are recognized as stock-based compensation over the remaining derived service period based on the fair value on the date of the reallocation. The estimated fair value of the Earn-out Shares is allocated proportionally to contingent earn-out liability and the grant date fair value of the Earn-out Awards. The estimated fair value of the Earn-out Shares is determined using a Monte Carlo simulation prioritizing the most reliable information available. The assumptions utilized in the calculation are based on the achievement of certain stock price milestones, including the current price of shares of Class A common stock, expected volatility, risk-free rate, expected term and dividend rate. The contingent earn-out liability is categorized as a Level 3 fair value measurement because the Company estimates projections during the Earn-out Period utilizing unobservable inputs. See Note 8 “Fair Value Measurement” and Note 15 “Contingent Earn-Out Awards” for additional information. All six Earn-out Triggering Events occurred as of January 18, 2022, which resulted in the Company issuing an aggregate of $21.5 million Earn-out Shares to the eligible Legacy Matterport stockholders and Legacy Matterport RSU and stock option holders, which reflects the withholding of approximately 2.0 million Earn-out Shares to cover tax obligations. Refer to Note 15 “Contingent Earn-out Awards” and Note 16 “Stock Plan” for additional information. Comprehensive Loss and Foreign Currency Translation The functional currency of Matterport, Inc. and its wholly owned subsidiaries in Singapore and Japan is the U.S. dollar. Prior to January 1, 2022, Matterport, Inc.’s United Kingdom (“U.K.”) subsidiary used the British Pound as its functional currency to maintain its books and records. Effective January 1, 2022, the Company considered the economic factors outlined in Financial Accounting Standards Board (“FASB”) ASC Topic No. 830 — Foreign Currency Matters in the determination of the functional currency, and concluded that the predominance of factors supports the change in functional currency to the U.S. dollar for the U.K. subsidiary. The Company translates its monetary assets and liabilities for its subsidiaries with a functional currency other than the U.S. dollar by using the applicable exchange rate as of the consolidated balance sheet date, and the consolidated statements of comprehensive loss and consolidated statements of cash flows are translated at average exchange rates during the reporting period. Equity accounts are translated at historical rates. Adjustments resulting from the translation of the consolidated financial statements are recorded as accumulated other comprehensive income or loss. For transactions that occur in a foreign currency other than the functional currency of Matterport, Inc. or its subsidiaries, the Company records the transaction at the applicable rate on the date of recognition. Monetary assets and liabilities are remeasured at each consolidated balance sheet date until settled and changes are reported as transaction gains or losses in other income (expense), net in the consolidated statements of comprehensive loss. Revenue Recognition The Company adopted Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers, on January 1, 2019, using the full retrospective method. The Company determines the amount of revenue to be recognized through the application of the following steps: (1) identify the contract; (2) identify the performance obligations; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations; and (5) recognize revenue when (or as) performance obligations are satisfied. In accordance with ASC 606, the Company recognizes revenue upon transfer of control of goods or services to customers, in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. Nature of Revenue The Company recognizes revenue from subscription, license, services and sale of products. Subscription — Revenues comprise of fees that provide customer access to ordered subscription services. Customers have the ability to select from several levels of subscription to the Matterport platform (“Subscription Levels”). Each selected Subscription Level includes Subscription Level-specific features and Subscription Level-specific pricing for add-ons that are available to the user at any time during the subscription term. Subscription fees are invoiced in advance of the service being provided to the customer. Typical payment terms provide that customers pay within 30 days of invoice. The portion of the transaction price allocated to the subscription is recognized ratably over the subscription term, which typically ranges from one month to a year as the Company’s management has concluded that the nature of the Company’s promise to the customer is to provide continuous access to the Matterport platform, which represents a stand-ready obligation provided throughout the subscription period. Annual and monthly subscriptions are renewed automatically at the end of each term. The Company’s contracts with customers typically do not include termination rights for convenience, nor do they include terms with a significant financing component. License — The Company provides a perpetual license to spatial data assets in exchange for a fixed license fee. The license represents right-to-use intellectual property and revenue is recognized at the point in time control of license transfers to the customer. Services — The Company provides capture services of spatial data and other add-on services to existing subscription customers. Capture services and other add-on services are typically invoiced in advance or in arrears on a monthly basis as services are provided. The Company recognizes revenue as the services are delivered. Product — The Company provides 3D capture cameras and third-party capture devices to customers. Cameras are invoiced upon shipment or at the point of sale. The portion of the transaction price allocated to the camera is recognized upon control transferring to the customer. Revenue from sales to end users is recognized upon shipment, net of estimates of returns, as these buyers are entitled to return the camera within 30 days from the date of purchase for a full refund. These rights are accounted for as variable consideration and recognized as a reduction to the revenue recognized. Estimates of returns are made at contract inception and updated each reporting period. Revenue from sales to value-added resellers is recognized upon shipment and resellers do not have rights of return. The Company accounts for shipping and handling activities related to contracts with customers as costs to fulfill the Company’s promise to transfer the associated products, rather than as a separate performance obligation. Accordingly, the Company records amounts billed for shipping and handling costs as a component of net product sales, and classifies such costs as a component of cost of products. Arrangements with Multiple Performance Obligations The Company’s contracts with customers frequently include multiple performance obligations that may consist of subscription, license, services and products. For these contracts, the transaction price is allocated to each performance obligation on a relative SSP. The SSP is the price at which the Company would sell a promised product or service separately to a customer. Judgment is required to determine the SSP for each distinct performance obligation. The Company determines SSP based on the Company’s best estimates and judgments by considering its pricing strategies, historical selling price of these performance obligations in similar transactions, bundling and discounting practices, customer and geographic information, and other factors. More than one SSP may exist for individual goods and services due to the stratification of those goods and services, considering attributes such as the size of the customer and geographic region. The allocation of transaction price among performance obligations in a contract may impact the amount and timing of revenue recognized in the consolidated statements of operations during a given period. Deferred Commission, Net Incremental costs of obtaining a contract with a customer consist primarily of direct sales commissions incurred upon execution of the contract. These costs require capitalization under ASC 340-40, Other Assets and Deferred Costs — Contracts and Customers , and amortization over the estimated period over which the benefit is expected to be received as direct sales commissions paid for subscription renewals are not commensurate with the amounts paid for initial contracts. The Company applies the practical expedient and expenses commissions when incurred if the amortization period is one year or less. The capitalized direct commission costs are included in other assets on the Company’s consolidated balance sheets and the amortization of these costs is included in selling, general, and administrative in the Company’s consolidated statements of operations. Deferred commission, net was $4.4 million and $1.6 million for the years ended December 31, 2022 and 2021 , respectively. Advertising Costs Advertising costs are expensed as incu rred and included in selling, general, and administrative in the consolidated statements of operations. Advertising expense was $17.3 million, $10.5 million, and $4.1 million for the years ended December 31, 2022, 2021, and 2020, respectively. Research and Development Costs Research and development costs are expensed as incurred and consist primarily of salaries, consulting services, and other direct expenses. Internal-Use Software Development Costs The Company capitalizes certain costs related to developed or modified software solely for its internal use and cloud-based applications used to deliver the Matterport platform. The Company capitalizes costs during the application development stage once the preliminary project stage is complete, management authorizes and commits to funding the project, and it is probable that the project will be completed and that the software will be used to perform the function intended. Costs related to preliminary project activities and post-implementation activities are expensed as incurred. Stock-Based Compensation The Company measures and records the expense related to stock-based payment awards based on the fair value of those awards as determined on the date of grant. The Company recognizes stock-based compensation expense over the requisite service period of the individual grant, generally equal to the vesting period and uses the straight-line method to recognize stock-based compensation. For stock options with performance conditions, the Company records compensation expense when it is deemed probable that the performance condition will be met. The Company accounts for forfeitures as they occur. The Company selected the Black-Scholes option-pricing model as the method for determining the estimated fair value for stock options. The Black-Scholes option-pricing model requires the use of highly subjective and complex assumptions, which determine the fair value of stock-based awards, including the option’s expected term and the price volatility of the underlying stock. The Company calculates the fair value of options granted by using the Black-Scholes option-pricing model with the following assumptions: Expected Volatility — The Company estimated volatility for option grants by evaluating the average historical volatility of a peer group of companies for the period immediately preceding the option grant for a term that is approximately equal to the options’ expected term. Expected Term — The expected term of the Company’s options represents the period that the stock-based awards are expected to be outstanding. Th |
REVERSE RECAPITALIZATION
REVERSE RECAPITALIZATION | 12 Months Ended |
Dec. 31, 2022 | |
Reverse Recapitalization [Abstract] | |
REVERSE RECAPITALIZATION | REVERSE RECAPITALIZATION On July 22, 2021, in connection with the Merger, the Company raised gross proceeds of $640.1 million, including the contribution of $345.1 million of cash held in Gores’ trust account from its initial public offering and an aggregate purchase price of $295.0 million in a private placement pursuant to the subscription agreements (“Private Investment in Public Equity” or “PIPE”) at $10.00 per share of Gores Class A common stock. The Company paid $0.9 million to Gores’ stockholders who redeemed Gores’ Class A common stock immediately prior to the Closing. The Company and Gores incurred $10.0 million and $26.3 million transaction costs, respectively. The total transaction cost was $36.3 million, consisting of underwriting, legal, and other professional fees, of which $35.7 million was recorded to additional paid-in capital as a reduction of proceeds and the remaining $0.6 million was expensed immediately upon the Closing. The aggregate consideration paid to Legacy Matterport stockholders in connection with the Merger (excluding any potential Earn-Out Shares), was 218,875,000 shares of the Company Class A common stock, par value $0.0001 per share. The per share Matterport stock consideration was equal to approximately 4.1193 (the “Exchange Ratio”). The following transactions were completed concurrently upon the Closing: • immediately prior to the Closing, 52,236 shares of Series D redeemable convertible preferred stock of Legacy Matterport were issued to a customer of Legacy Matterport. • each issued and outstanding share of Legacy Matterport preferred stock was canceled and converted into the right to receive a total of 126,460,926 shares of the Matterport Class A common stock; • each Legacy Matterport warrant was exercised in full in exchange for the issuance of 1,038,444 shares of Matterport Class A common stock to the holder of such Matterport warrant; • each issued and outstanding share of Legacy Matterport common stock (including the items mentioned in above points) was canceled and converted into the right to receive an aggregate number of shares of Matterport Class A common stock equal to the per share Matterport stock consideration; • each outstanding vested and unvested Legacy Matterport common stock option was converted into a rollover option, exercisable for shares of Matterport Class A common stock with the same terms except for the number of shares exercisable and the exercise price, each of which was adjusted using the Per Share Matterport stock consideration; and • each outstanding and unvested Legacy Matterport RSU was converted into a rollover RSU for shares of Matterport Class A common stock with the same terms except for the number of shares, which were adjusted using the per share Matterport stock consideration The Merger was accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, Gores was treated as the “acquired” company for financial reporting purposes. This determination was primarily based on holders of Matterport capital stock comprising a relative majority of the voting power of the combined entity upon consummation of the Merger and having the ability to nominate the majority of the governing body of the combined entity, Matterport’s senior management comprising the senior management of the combined entity, and Matterport’s operations comprising the ongoing operations of the combined entity. Accordingly, for accounting purposes, the financial statements of the combined entity upon consummation of the Merger represented a continuation of the financial statements of Matterport with the Merger being treated as the equivalent of Matterport issuing stock for the net assets of Gores, accompanied by a recapitalization. The net assets of Gores are stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Merger are presented as those of Matterport in future reports of the combined entity. All periods prior to the Merger have been retroactively adjusted using the Exchange Ratio for the equivalent number of shares outstanding immediately after the Merger to effect the reverse recapitalization. The number of shares of Class A common stock issued immediately following the consummation of the Merger was as follows (shares are in thousands): Shares Legacy Matterport Stockholders (1) 169,425 Public Stockholders of Gores 34,406 Initial Stockholders (defined below) of Class F Common Stock (2) 8,625 PIPE Investors (3) 29,500 Total 241,956 (1) Excludes 23,460,000 shares of Class A common stock issuable in earn-out arrangement as they are not issuable until 180 days after the Closing and are contingently issuable based upon the triggering events that have not yet been achieved. (2) Represents shares of Class A common stock issued into which shares of Class F common stock, par value of $0.0001 per share, of the Company were converted upon the consummation of the Merger. Excludes 4,079,000 shares of Class A common stock purchased under the Sponsor Subscription Agreement and excludes 15,000 shares of Class A common stock purchased by the Initial Stockholders (excluding the Sponsor) in the PIPE. Gores Holdings VI Sponsor, LLC, a Delaware limited liability company , Mr. Randall Bort, Ms. Elizabeth Marcellino and Ms. Nancy Tellem, Gores’ independent directors, are collectively noted as “Initial Stockholders”. (3) Includes the Initial Stockholders’ ownership of 4,079,000 shares of Class A common stock purchased under the Sponsor Subscription Agreement and includes 15,000 shares of Class A common stock purchased by the Initial Stockholders (excluding the Sponsor) in the PIPE. |
REVENUE
REVENUE | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE | REVENUE Disaggregated Revenue —The following table shows the revenue by geography for the years ended December 31, 2022, 2021, and 2020, respectively (in thousands): Year Ended December 31, 2022 2021 2020 Revenue: United States $ 81,842 $ 67,544 $ 52,093 International 54,283 43,630 33,791 Total revenue $ 136,125 $ 111,174 $ 85,884 No country other than the United States accounted for more than 10% of the Company’s revenue for the years ended December 31, 2022, 2021, and 2020, respectively. The geographical revenue information is determined by the ship-to address of the products and the billing address of the cust omers of the services. The following table shows over time versus point-in-time revenue for the years ended December 31, 2022, 2021, and 2020, respectively (in thousands): Year Ended December 31, 2022 2021 2020 Over time revenue $ 101,057 $ 73,867 $ 49,260 Point-in-time revenue 35,068 37,307 36,624 Total $ 136,125 $ 111,174 $ 85,884 Contract Balances —The timing of revenue recognition differs from the timing of invoicing to customers and this timing difference results in contract liabilities (deferred revenue) on the Company’s consolidated balance sheets. The contract balances as of December 31, 2022 and 2021 were as follows (in thousands): Year Ended December 31, 2022 2021 Accounts receivable, net $ 19,037 $ 8,898 Unbilled accounts receivable $ 1,807 $ 1,981 Deferred revenue $ 17,932 $ 11,948 During fiscal years 2022, 2021, and 2020, the Company recognized revenue of $9.2 million, $4.5 million, and $2.2 million that was included in the deferred revenue balance at the beginning of the fiscal year, respectively. Contracted but unsatisfied performance obligations were $47.0 million and $25.9 million at the end of fiscal years 2022 and 2021, respectively and consisted of deferred revenue and backlog. The contracted but unsatisfied or partially unsatisfied performance obligations expected to be recognized over the next 12 months at the end of fiscal year 2022 were $32.3 million and the remaining thereafter. |
ACQUISITION
ACQUISITION | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
ACQUISITION | ACQUISITION VHT, Inc. Acquisition On June 10, 2022, the Company entered into an Agreement and Plan of Merger (the “Purchase Agreement”) with VHT, Inc. (“VHT”), known as VHT Studios, a U.S.-based real estate marketing company that offers brokerages and agents digital solutions to promote and sell properties. On July 7, 2022 (the “VHT Acquisition Date”), pursuant to the Purchase Agreement, the Company completed the acquisition of VHT (the “VHT Acquisition”), which expands Matterport Capture Services by bringing together Matterport digital twins with professional photography, drone capture and marketing services. With this acquisition, the Company aims to increase adoption of digital twin technology and expand further into the residential real estate industry while adding marketing services for other key markets such as commercial real estate, travel and hospitality, and the retail sector. Under the terms of the Purchase Agreement, the consideration consisted of an all-cash purchase price of $23.0 million subject to certain adjustments based on a determination of closing net working capital, transaction expenses, cash and investments and closing indebtedness. The total preliminary purchase consideration for the VHT Acquisition was $22.7 million. The Company has accounted for the VHT Acquisition as a business combination and allocated the purchase consideration to assets acquired and liabilities assumed based on preliminary estimated fair values at the VHT Acquisition Date, as presented in the following table (in thousands): Amount Goodwill $ 15,603 Identified intangible assets 6,900 Net assets acquired 215 Total $ 22,718 Goodwill generated from this business combination is primarily attributable to the assembled workforce and expected post-acquisition synergies from leveraging VHT’s customer relationships. The goodwill is not deductible for income tax purposes. The following table summarizes the preliminary estimated fair values and estimated useful lives of the components of identifiable intangible assets acquired as of the VHT Acquisition Date (in thousands, except years): Fair Value Estimated Useful Life Customer Relationships $ 6,900 10 years Customer relationships represent the fair value of future projected revenue that will be derived from sales to existing customers of VHT. The economic useful life was determined based on historical customer turnover rates and industry benchmarks. The fair value of customer relationships was estimated using the multi-period excess earnings method, an income approach (Level 3), which converts projected revenues and costs into cash flows. Significant assumptions used in the discounted cash flow analysis for direct customer relationships were the revenue growth rate, customer attrition rate, earnings before interest, taxes, depreciation, and amortization (“EBITDA”) margins, and discount rate. The valuation of assets acquired and liabilities assumed is subject to revision. If additional information becomes available, the Company may further revise the purchase price allocation as soon as practical, but no later than one year from the acquisition date. Material changes are not expected. The Company included VHT’s estimated fair value of assets acquired and liabilities assumed in its consolidated balance sheet beginning on the VHT Acquisition Date. The results of operations for VHT subsequent to the VHT Acquisition Date have been included in the Company’s consolidated statement of operations for the year ended December 31, 2022. VHT contributed $7.4 million to total revenue and $1.3 million to the net loss in the consolidated statement of operations for the year ended December 31, 2022. Unaudited Pro Forma Financial Information The following table summarizes the pro forma consolidated information for the Company assuming the acquisition of VHT had occurred as of January 1, 2021. The unaudited pro forma information for all periods presented includes the business combination accounting effects resulting from the acquisition, including amortization for intangible assets acquired and acquisition-related charges. The unaudited pro forma financial information as presented below is for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of fiscal year 2021. Year Ended December 31, 2022 2021 (in thousands, except per share data) Total revenue $ 146,573 $ 129,840 Net loss $ (110,625) $ (338,927) Basic earnings per share $ (0.39) $ (2.58) Diluted earnings per share $ (0.39) $ (2.58) Enview Inc. Acquisition On January 5, 2022 (the “Enview Acquisition Date”), the Company completed the acquisition (the “Enview Acquisition”) of Enview, Inc. (“Enview”), a privately-held company engaged in the development of artificial intelligence algorithms to identify natural and man-made features in geospatial data using various techniques. The total purchase consideration for the Enview Acquisition was $64.3 million, which includes a working capital adjustment finalized in the third quarter of fiscal year 2022, which reduced the purchase price for Enview. The total purchase consideration consisted of the following (in thousands): Amount Cash $ 34,957 Common stock (1.2 million shares) (1) 19,240 Unpaid Consideration (2) 10,127 Total $ 64,324 (1) On the Enview Acquisition Date, the Company's closing stock price was $15.73 per share. (2) The Company recorded a liability for unpaid cash of $4.3 million and stock consideration of $5.8 million that will be paid at a future date due to the passage of time in accordance with the merger agreement, not to exceed two years from the Enview Acquisition Date. The liabilities are included in accrued expenses and other current liabilities and other long-term liabilities in the condensed consolidated balance sheet. The Company has accounted for the Enview Acquisition as a business combination and allocated the purchase consideration to assets acquired and liabilities assumed based on preliminary estimated fair values at the Enview Acquisition Date. During the year ended December 31, 2022, the Company identified and recorded an insignificant measurement period adjustment to the preliminary value assigned to goodwill. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the Enview Acquisition Date, and the value of goodwill resulting from the measurement period adjustments in the year ended December 31, 2022 (in thousands): Amount Goodwill $ 53,990 Identified intangible assets 5,400 Net assets acquired 4,934 Total $ 64,324 Goodwill generated from this business combination is primarily attributable to the assembled workforce and expected post-acquisition synergies from integrating Enview technology with Matterport’s products and services. The goodwill is not deductible for income tax purposes. The following table summarizes the estimated fair values and estimated useful lives of the components of identifiable intangible assets acquired as of the Enview Acquisition Date (in thousands, except years): Fair Value Estimated Useful Life Developed technology $ 5,400 5 years Developed technology relates to existing Enview technology of its artificial intelligence algorithms to identify natural and man-made features in geospatial data. The economic useful life was determined based on the technology cycle related to the developed technology of existing services, as well as the cash flows anticipated over the forecasted periods. The fair value of developed technology was estimated using the multi-period excess earnings method, an income approach (Level 3), which converts projected revenues and costs into cash flows. Significant assumptions used in the discounted cash flow analysis for the developed technology were the revenue growth rates, EBITDA margins, obsolescence technology factor, and discount rate. |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS | GOODWILL AND INTANGIBLE ASSETS The Company performed its annual impairment analysis of goodwill during the fourth quarter of fiscal year 2022 and concluded that it was more likely than not that the fair value of its reporting unit exceeds its carrying amount. In assessing the qualitative factors, the Company considered the impact of these key factors: change in industry and competitive environment, growth in market capitalization, and budgeted-to-actual revenue performance for the twelve months ended December 31, 2022. There have been no triggering events identified affecting the valuation of goodwill subsequent to the annual impairment test. Goodwill —The following table presents details of the Company’s goodwill during the year ended December 31, 2022 (in thousands): Amount Balance as of December 31, 2021 $ — Goodwill acquired 69,593 Balance as of December 31, 2022 $ 69,593 Purchased Intangible Assets —The following table presents details of the Company’s purchased intangible assets as of December 31, 2022 (in thousands). There were no intangibles as of December 31, 2021. December 31, 2022 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Intangible assets subject to amortization: Developed technology $ 5,400 $ (1,065) $ 4,335 Customer Relationships 6,900 (345) 6,555 Total $ 12,300 $ (1,410) $ 10,890 The Company recognized amortization expense of $1.4 million, nil and nil, for the years ended December 31, 2022, 2021, and 2020, respectively. The following table summarizes estimated future amortization expense for the Company’s intangible assets as of December 31, 2022 (in thousands): Amount 2023 $ 1,770 2024 1,770 2025 1,770 2026 1,770 2027 705 2028 and thereafter 3,105 Total future amortization expense $ 10,890 |
BALANCE SHEET COMPONENTS
BALANCE SHEET COMPONENTS | 12 Months Ended |
Dec. 31, 2022 | |
Balance Sheet Related Disclosures [Abstract] | |
BALANCE SHEET COMPONENTS | BALANCE SHEET COMPONENTS Allowance for Doubtful Accounts —Allowance for doubtful accounts as of December 31, 2022, 2021, and 2020 were as follows (in thousands): Year Ended December 31, 2022 2021 2020 Balance—beginning of period $ (291) $ (799) $ (337) Increase in reserves (1,245) (222) (846) Write-offs 324 730 384 Balance—end of period $ (1,212) $ (291) $ (799) Inventories —Inventories as of December 31, 2022 and 2021, consisted of the following (in thousands): Year Ended December 31, 2022 2021 Finished Goods $ 2,112 $ 295 Work in process 3,477 2,043 Purchased parts and raw materials 5,472 3,255 Total inventories $ 11,061 $ 5,593 Property and Equipment, Net —Property and equipment as of December 31, 2022 and 2021, consisted of the following (in thousands): Year Ended December 31, 2022 2021 Machinery and equipment $ 3,948 $ 2,324 Furniture and fixtures 355 355 Leasehold improvements 734 728 Capitalized software and development costs 55,662 28,964 Total property and equipment 60,699 32,371 Accumulated depreciation and amortization (30,140) (18,253) Total property and equipment, net $ 30,559 $ 14,118 Depreciation and amortization expenses of property and equipment were $11.9 million, $5.8 million and $4.8 million for the years ended December 31, 2022, 2021, and 2020, respectively. Additions to capitalized software and development costs, inclusive of stock-based compensation in the years ended December 31, 2022, 2021, and 2020, was $26.7 million, $10.8 million and $5.0 million, respectively. These are recorded as part of property and equipment, net on the consolidated balance sheets. Amortization expense was $11.2 million, $5.5 million and $4.5 million for years ended December 31, 2022, 2021, and 2020, respectively, of which $10.2 million, $4.7 million and $3.9 million was recorded to costs of revenue related to subscription and $1.0 million, $0.8 million and $0.6 million to selling, general and administrative in the consolidated statements of operations, respectively. Accrued Expenses and Other Current Liabilities —Accrued expenses and other current liabilities as of December 31, 2022 and 2021 , consisted of the following (in thousands): Year Ended December 31, 2022 2021 Accrued compensation $ 5,609 $ 2,754 Tax payable 1,669 1,063 ESPP Contribution 341 693 Current unpaid acquisition consideration 6,109 — Short-term operating lease liabilities 1,267 — Accrued loss on firm inventory purchase commitments 3,991 — Other current liabilities 4,930 5,516 Total accrued expenses and other current liabilities $ 23,916 $ 10,026 |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | FAIR VALUE MEASUREMENTS We categorize assets and liabilities recorded or disclosed at fair value on the consolidated balance sheets based upon the level of judgment associated with inputs used to measure their fair value. The categories are as follows: Level 1 —Inputs are unadjusted quoted prices for identical assets or liabilities in active markets. Level 2 —Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument. Level 3 —Inputs to the valuation methodology are unobservable and significant to the fair value measurement. The inputs require significant management judgment or estimation. The Company’s financial assets and liabilities that were measured at fair value on a recurring basis were as follows (in thousands): December 31, 2022 Level 1 Level 2 Level 3 Total Financial Assets: Cash equivalents: Money market funds $ 51,557 $ — $ — $ 51,557 Total cash equivalents $ 51,557 $ — $ — $ 51,557 Short-term investments: U.S. government and agency securities $ 181,714 $ — $ — $ 181,714 Non-U.S. government and agency securities — 24,946 — 24,946 Corporate debt securities — 114,113 — 114,113 Commercial paper — 35,042 — 35,042 Total short-term investments $ 181,714 $ 174,101 $ — $ 355,815 Long-term investments: Corporate debt securities $ — $ 3,959 $ — $ 3,959 Total long-term investments $ — $ 3,959 $ — $ 3,959 Total assets measured at fair value $ 233,271 $ 178,060 $ — $ 411,331 Financial Liabilities: Private warrants liability $ — $ 803 $ — $ 803 Total liabilities measured at fair value $ — $ 803 $ — $ 803 December 31, 2021 Level 1 Level 2 Level 3 Total Financial Assets: Cash equivalents: Money market funds $ 44,142 $ — $ — $ 44,142 Total cash equivalents $ 44,142 $ — $ — $ 44,142 Short-term investments: Non-U.S. government and agency securities — 24,317 — 24,317 Corporate debt securities — 92,737 — 92,737 Commercial paper — 147,877 — 147,877 Total short-term investments $ — $ 264,931 $ — $ 264,931 Long-term investments: U.S. government and agency securities $ 185,075 $ — $ — $ 185,075 Corporate debt securities — 78,584 — 78,584 Total long-term investments $ 185,075 $ 78,584 $ — $ 263,659 Other assets: Convertible notes receivable $ — $ — $ 1,107 $ 1,107 Total other assets: $ — $ — $ 1,107 $ 1,107 Total assets measured at fair value $ 229,217 $ 343,515 $ 1,107 $ 573,839 Financial Liabilities: Public warrants liability $ 15,645 $ — $ — $ 15,645 Private warrants liability — 23,329 — 23,329 Contingent earn-out liability — 377,576 377,576 Total liabilities measured at fair value $ 15,645 $ 23,329 $ 377,576 $ 416,550 Our Private Warrants transferred from Level 2 to Level 3 upon the ceasing of trading activity of our Public Warrants in an active market in January 2022, see Note 14. There was no other transfers during the year ended December 31, 2022 . The following table provides a reconciliation of changes in fair value of the beginning and ending balances for our assets and liabilities classified as Level 3 (in thousands): Amount Beginning balance $ — Transfer of Private Warrants to Level 3 3,416 Change in fair value (2,613) Ending Balance as of December 31, 2022 $ 803 Available-for-sale Debt Securities The following table summarizes the amortized cost, unrealized gains and losses, and fair value of our available-for-sale debt securities as of December 31, 2022 and 2021 (in thousands): December 31, 2022 Amortized Cost Unrealized Gains Unrealized Losses Fair Value Investments: U.S. government and agency securities $ 185,371 $ — $ (3,657) $ 181,714 Non-U.S. government and agency securities 24,989 — (44) 24,945 Corporate debt securities 119,396 — (1,324) 118,072 Commercial paper 35,052 — (9) 35,043 Total available-for-sale investments $ 364,808 $ — $ (5,034) $ 359,774 December 31, 2021 Amortized Cost Unrealized Gains Unrealized Losses Fair Value Investments: U.S. government and agency securities $ 186,113 $ — $ (1,038) $ 185,075 Non-U.S. government and agency securities 24,385 — (68) 24,317 Corporate debt securities 171,772 — (451) 171,321 Commercial paper 147,914 — (37) 147,877 Convertible notes receivable 1,000 107 — 1,107 Total available-for-sale investments $ 531,184 $ 107 $ (1,594) $ 529,697 As of December 31, 2022, the gross unrealized losses that have been in a continuous unrealized loss position for less than 12 months were $0.2 million, which were related to $49.4 million of available-for-sale debt securities, and the gross unrealized losses that have been in a continuous unrealized loss position for more than 12 months were $4.8 million, which were related to $291.0 million of available-for-sale debt securities. The gross unrealized losses on our available-for-sale debt securities as of December 31, 2021 were $1.6 million, which had been in a continuous unrealized loss position for less than 12 months. Unrealized losses related to our available-for-sale debt securities are due to interest rate fluctuations as opposed to credit quality. We do not intend to sell any of the securities in an unrealized loss position and it is not likely that we would be required to sell these securities before recovery of their amortized cost basis, which may be at maturity. We did not recognize any credit losses related to our available-for-sale debt securities during the years ended December 31, 2022 and 2021. In January 2021, Legacy Matterport entered a convertible note agreement with a privately-held company as a strategic investment for a principal of $1.0 million. The note bears an interest rate of 5.0% per annum and matures in January 2023. The convertible note receivable is accounted for as available-for-sale debt securities in other assets based on “Level 3” inputs, which consist of unobservable inputs and reflect management’s estimates of assumptions that market participants would use in pricing the asset, with unrealized holding gains and losses excluded from earnings and reported in other comprehensive income (loss). The fair value of the convertible note receivable was determined using a probability-weighted assessment of redemption and conversion scenarios upon the investee closing additional financing. The key inputs to determining fair values under that approach included probability of repayment and conversion scenarios, and discount rates. The convertible note became uncollectible due to the change of the privately-held company’s financial condition as of December 31, 2022. We recognized $1.1 million impairment loss in the year ended December 31, 2022, including the amortized-based cost of $1.0 million and the previously accrued interest of $0.1 million. The following table summarizes the amortized cost and fair value of our available-for-sale debt securities as of December 31, 2022, by contractual years-to-maturity (in thousands): Amortized Cost Fair Value Due within one year $ 360,812 $ 355,815 Due between one and three years 3,996 3,959 Total $ 364,808 $ 359,774 |
DEBT
DEBT | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT The Company’s short-term and long-term debt is secured by substantially all the assets of the Company and subject the Company to certain affirmative and negative covenants. Failure to comply with these covenants could result in an event of default, which may lead to an acceleration of the amounts owed and other remedies. 2015 Term Loan and Line of Credit — On May 20, 2015, the Company entered into a Loan and Security Agreement with a lender (the “2015 Agreement”) to borrow a term loan up to $4.0 million (“2015 Term Loan”). The Company borrowed the full $4.0 million term loan on September 23, 2016. The term loan matured on September 30, 2019. The Company was required to make 36 equal installment payments of principal starting October 2016 through September 2019. The term loan bore interest at a floating per annum rate equal to 1.0% above the prime rate published by The Wall Street Journal (the “Prime Rate”). Interest was payable monthly. The Company repaid the 2015 Term Loan by September 2019. The agreement also allowed the Company to borrow under financing of eligible accounts, for up to $1.0 million (“2015 Account Financing”). The Company did not borrow any amount under the 2015 Account Financing. On May 22, 2017, the Company amended and restated the 2015 Agreement with the lender (the “2015 Amended and Restated Agreement”) for an additional revolving line of credit up to $2.0 million. The line of credit bore interest at a floating per annum rate equal to 0.5% above the Prime Rate. The line of credit matured on May 22, 2019. On October 26, 2017, the Company amended the 2015 Amended and Restated Agreement with the lender (the “2017 Amendment”) for an additional term loan up to $1.5 million (“2017 Term Loan”). The Company borrowed the full $1.5 million on November 3, 2017. The Company was required to make monthly interest-only payments starting December 2017 and 36 equal installment payments of principal starting October 2018 through September 2021. The term loan bore interest at a floating per annum rate equal to the greater of (a) 1.0% above the Prime Rate; and (b) 5.25%. Interest was payable monthly. On September 16, 2019, the Company amended and restated the 2015 Amended and Restated Agreement and the 2017 Amendment with the lender (the “2017 Second Amended and Restated Agreement”). The agreement provided the Company with a term loan up to $3.0 million (“2019 Term Loan”). The loan must be first used to repay the prior term loan and accrued interest. The Company borrowed the full $3.0 million on September 16, 2019, and $1.0 million of the amount was used to repay in full the outstanding principal and interest under the 2017 Term Loan. The term loan matures on May 1, 2023. The Company was required to make 36 equal installments payments of principal, plus monthly payment of accrued interest starting in June 2020 through May 2023. The term loan bears interest at a floating per annum rate equal to the greater of (a) 1.0% above the Prime Rate and (b) 5.25%. The amendment also provided the Company with a revolving line of credit up to $3.0 million due in September 2020. The Company borrowed $3.0 million under the line of credit on September 27, 2019. The principal amount outstanding under the revolving line of credit bears interest at a floating per annum rate equal to the greater of (a) 0.5% above the Prime Rate and (b) 5.25%. Interest is payable monthly. The restructuring of the term loan was accounted for as an extinguishment. The loss on extinguishment was not material. On April 28, 2020, the Company amended the 2017 Second Amended and Restated Agreement with the lender (the “2020 Amendment”) to increase the limit of the revolving line of credit from $3.0 million to $5.0 million and extend the maturity date of the revolving line to December 15, 2020. On December 22, 2020, the Company amended and extended the line of credit maturity date from December 15, 2020, through December 14, 2021. The interest rates for the term loan and the revolving line of credit were 5.25%. As of December 31, 2020, $3.0 million of principal was outstanding under the 2020 Amendment revolving line of credit. In July 2021, the Company repaid in full the line of credit of $3.0 million. For years ended December 31, 2022, 2021, and 2020, the Company recorded nil, $0.2 million, and $0.3 million of interest expenses under the 2019 Term Loan and the Line of Credit, respectively. The Company repaid $2.4 million and $0.6 million of principal outstanding under the 2019 Term Loan during the years ended December 31, 2021 and 2020 , respectively. The 2015 Term Loan was fully repaid as of September 30, 2021. 2018 Term Loan — On April 20, 2018, the Company entered into a $10.0 million term loan agreement (the “2018 Agreement”) with a lender maturing on May 1, 2022. The loan was repayable in 48 monthly scheduled installments commencing on May 1, 2018. The Company was required to make interest-only payments for the first 12 months starting May 2018 and thereafter to make 36 equal installment payments through the maturity date of the loan. The interest rate was fixed at 11.5% per annum. In connection with the execution of the 2018 Agreement, an additional final payment of $0.5 million is due at the earlier of the maturity date and prepayment of the term loan. The Company accreted the final payment liability up to the redemption amount as part of the 2018 Agreement term loan balance and recognized interest expense over the term of the loan. The Company incurred certain debt issuance costs in connection with the above loan agreements. Such cost was capitalized against the loan proceeds. The Company also issued warrants to purchase common stock in conjunction with the above loan agreements. The Company determined the fair value of the warrants using the Black-Scholes option-pricing model, which was recorded to additional paid-in capital and an adjustment against the loan proceeds. The debt issuance cost was capitalized and amortized as interest expense over the initial term of the agreement. For the years ended December 31, 2022, 2021, and 2020, the Company recorded nil, $0.3 million, and $0.8 million of interest expense, respectively. For the years ended December 31, 2021 and 2020, the Company repaid $5.6 million and $3.2 million of principal outstanding under the 2018 Agreement, respectively. As of December 31, 2020, there was $5.1 million of principal outstanding under the 2018 Agreement. The amount repaid in the year ended December 31, 2021 included a $0.5 million required final payment fee pursuant to the 2018 Agreement and $0.1 million prepayment fee as the Company fully repaid the 2018 Term Loan in July 2021. The Company recorded $0.1 million loss on the extinguishment for the year ended December 31, 2021. 2020 Term Loan — On February 20, 2020, the Company entered into a $2.0 million term loan agreement (“2020 Term Loan”) with a lender. The loan was provided under two facilities: facility A was comprised of $1.0 million maturing in 36 months, and facility B was comprised of $1.0 million maturing in 30 months. On April 17, 2020, the Company borrowed $1.0 million from facility A, and on October 12, 2020 the Company borrowed the full $1.0 million from facility B. In addition to the principal payment, both loan facilities require a fixed monthly coupon payment. The aggregated annual coupon payment was $0.1 million. The principal was payable in 24 equal installments commencing on May 31, 2021 through April 30, 2023. The interest rate was fixed at 4.75% per annum. The Company incurred certain debt issuance costs in connection with the above loan agreements. Such cost was capitalized against the loan proceeds. The Company also issued warrants to purchase common stock in conjunction with the above loan agreements. The Company determined the fair value of the warrants using the Black-Scholes option-pricing model, which is recorded to additional paid-in capital and an adjustment against the loan proceeds. The debt issuance costs were amortized as additional interest expense over the term of the agreement. For the years ended December 31, 2022, 2021, and 2020, the Company recorded nil, $0.2 million, and $0.1 million of interest expense, respectively. The Company started repayment of principal in May 2021 and repaid $2.0 million of principal outstanding in year ended December 31, 2021. The Company fully repaid the 2020 Term Loan and recorded $0.1 million loss on the 2018 Term Loan extinguishment for year ended December 31, 2021. For the year ended December 31, 2020, the Company did not repay any principal outstanding under the 2020 Term Loan. 2020 Note —In April 2020 , the Company entered into a Paycheck Protection Program Note (“PPP Note”) for $4.3 million pursuant to the PPP under the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act administered by the U.S. Small Business Administration (“SBA”). The term of the PPP Note was two years with a maturity date in April 2022 and contained a fixed annual interest rate of 1.0%. Principal and interest were payable monthly and could be prepaid by the Company at any time prior to maturity with no prepayment penalties. The Company repaid in full the PPP Note in May 2020. The Company recorded $0.1 million of interest expense for year ended December 31, 2020 . The Company fully repaid all debt as of December 31, 2021 . The Company issued convertible notes between January 2020 and March 2020 to various investors amounting to $8.5 million (“2020 Notes”). The convertible notes carry an interest rate of 5.0% per annum. The notes matured in January 2022 and could not be prepaid without written consent. As per the terms of the convertible note agreement, if a qualified financing, defined as a transaction or series of transactions by which the Company sells redeemable convertible preferred stock for aggregate gross proceeds of at least $10.0 million, occurs prior to the payment of the notes, then the notes plus accrued and unpaid interest shall automatically convert into shares of redeemable convertible preferred stock at a price paid by the other purchasers of the redeemable convertible preferred stock sold in the qualified financing discounted by 10.0% if converted prior to January 2021, and on or after January 2021 by 15.0%. If no qualified financing occurs on or prior to the maturity date, then the outstanding principal amount of these convertible notes and all accrued and unpaid interest shall be converted into Series D redeemable convertible preferred stock at a conversion price of $2.0181 per share. During April and June 2020, the Company completed the Series D redeemable convertible preferred stock financing and subsequently issued 21,708,519 shares of Series D redeemable convertible preferred stock at $2.0181 per share for total cash proceeds of $43.8 million. Accordingly, as this meets the qualified financing requirement, all of the convertible notes, including unpaid accrued interest of $8.6 million converted into 4,728,975 shares of Series D redeemable convertible preferred stock at $1.8163 per share in April 2020. The combined aggregate amount of the proceeds from the Series D redeemable convertible preferred stock financing and the converted notes was $52.4 million. The 2020 Notes contain an embedded derivative. The fair value of the derivative was recorded as a liability with an offsetting amount recorded as a debt discount, and the debt discount is recorded against the carrying amount of the related convertible notes outstanding. The amortization of the debt discount was recorded as interest expense. The embedded derivative liability was re-valued to the current fair value at the end of each reporting period using the income-based approach. Upon conversion, the embedded derivative liability was re-valued at the conversion, and then the related fair value amount was recorded to other (expense) income in the consolidated statements of operations as part of loss on debt extinguishment. The fair value of the embedded derivative upon issuance was $1.0 million and was adjusted to $0.9 million upon conversion in April 2020. Interest expense was accreted on the convertible notes between issuance and conversion. Interest expense on the convertible notes that are included in interest expense are nil, nil and $0.1 million for the years ended December 31, 2022, 2021, and 2020, respectively. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Operating Leases The Company is a lessee in several noncancellable operating leases, primarily real estate facilities for office space. The Company accounts for leases in accordance with Topic 842 (see Note 2) and determines if an arrangement is a lease or contains a lease at contract inception. Leases with an initial term of 12 months or less are not recorded on the balance sheet. For the Company's operating leases, the Company accounts for the lease and non-lease components as a single lease component. Lease expense is recognized on a straight-line basis over the lease term. For operating leases, the lease liability is initially and subsequently measured at the present value of the unpaid lease payments at lease commencement date. Topic 842 requires a lessee to discount its unpaid lease payments using the interest rate implicit in the lease or, if the rate cannot be readily determined, its incremental borrowing rate. As the rate implicit in the lease is generally not readily determinable for the Company's operating leases, the Company uses an incremental borrowing rate as the discount rate for the lease. The Company's incremental borrowing rate is the rate of interest it would have to pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms. Because the Company does not generally borrow in a collateralized basis, it uses its understanding of what its collateralized credit rating would be as an input to deriving an appropriate incremental borrowing rate. The operating lease right-of-use asset includes any lease payments made and excludes lease incentives. The Company's lease arrangements comprise of operating leases with various expiration dates through the first quarter of 2025. The lease term for all of the Company’s leases includes the noncancellable period of the lease. Certain lease agreements include options to renew or terminate the lease, which are not reasonably certain to be exercised and therefore are not factored into our determination of the duration of the lease arrangement. The Company's leases do not contain any material residual value guarantees. During the year ended December 31, 2022, the total operating lease costs was $2.1 million, which included immaterial short-term lease costs. Total variable lease costs were immaterial during the year ended December 31, 2022. The total operating and variable lease costs were included in cost of goods sold, research and development, and selling, general and administrative expenses in the Company's consolidated statement of operations. Rent expenses for the years ended December 31, 2021 and 2020, were $1.8 million and $2.5 million, respectively, prior to our adoption of the new lease guidance. As of December 31, 2022, the weighted-average remaining lease term was 2.1 years and the weighted-average discount rate was 3.3%. For the year ended December 31, 2022, cash paid for amounts included in the measurement of operating lease liabilities was $1.2 million. There were no right-of-use assets obtained in exchange for new operating lease liabilities for the year ended December 31, 2022, as there were no new leases. The following table presents maturities of operating lease liabilities as of December 31, 2022 (in thousands): Amount Fiscal years ending December 31, 2023 $ 1,339 2024 1,306 2025 207 Thereafter — Total operating lease payments 2,852 Less: imputed interest (102) Present value of operating lease liabilities $ 2,750 Current portion of operating lease liabilities (1) $ 1,267 Long-term operating lease liabilities (2) $ 1,483 (1) Current portion of operating lease liabilities is included in accrued expenses and other current liabilities (2) Long-term portion of operating lease liabilities is included in other long-term liabilities Future minimum lease payments, as defined under the previous lease accounting guidance of ASC Topic 840, for our non-cancelable operating leases as of December 31, 2021 were as follows (in thousands): Amount 2022 $ 1,312 2023 1,339 2024 1,306 2025 207 Thereafter — Total $ 4,164 Purchase Obligation —The Company has purchase obligations, which includes agreements and issued purchase orders containing non-cancelable payment terms to purchase goods and services. As of December 31, 2022, the future purchase obligations are as follows (in thousands): Purchase 2023 19,032 2024 8,204 Thereafter — Total $ 27,236 Litigation —The Company is named from time to time as a party to lawsuits and other types of legal proceedings and claims in the normal course of business. The Company accrues for contingencies when it believes that a loss is probable and that it can reasonably estimate the amount of any such loss and the Company has made an assessment of the probability of incurring any such losses and whether or not those losses are estimable. On July 23, 2021, plaintiff William J. Brown, a former employee and a shareholder of Matterport, Inc. (now known as Matterport Operating, LLC) (“Legacy Matterport”), sued Legacy Matterport, Gores Holdings VI, Inc. (now known as Matterport, Inc.), Maker Merger Sub Inc., Maker Merger Sub II, LLC, and Legacy Matterport directors R.J. Pittman, David Gausebeck, Matt Bell, Peter Hebert, Jason Krikorian, Carlos Kokron and Michael Gustafson (collectively, the “Defendants”) in the Court of Chancery of the State of Delaware. The plaintiff’s initial complaint claimed that Defendants imposed invalid transfer restrictions on his shares of Matterport stock in connection with the merger transactions between Matterport, Inc. and Legacy Matterport (the “Transfer Restrictions”), and that Legacy Matterport’s board of directors violated their fiduciary duties in connection with a purportedly misleading letter of transmittal. The initial complaint sought damages and costs, as well as a declaration from the court that he may freely transfer his shares of Class A common stock of Matterport received in connection with the merger transactions. An expedited trial regarding the facial validity of the Transfer Restrictions took place in December 2021. On January 11, 2022, the court issued a ruling that the Transfer Restrictions did not apply to the plaintiff. The opinion did not address the validity of the Transfer Restrictions more broadly. Matterport filed a notice of appeal of the court’s ruling on February 8, 2022, and a hearing was held in front of the Delaware Supreme Court on July 13, 2022, after which the appellate court affirmed the lower court’s ruling. Separate proceedings regarding the plaintiff’s remaining claims are pending. The plaintiff filed a Third Amended Complaint on September 16, 2022, which asserts the causes of action described above but omits as defendants Maker Merger Sub Inc., Maker Merger Sub II, LLC, and Legacy Matterport directors David Gausebeck, Matt Bell, and Carlos Kokron, and adds an additional cause of action alleging that Matterport, Inc. violated the Delaware Uniform Commercial Code by failing to timely register Brown’s requested transfer of Matterport, Inc. shares. The remaining defendants’ answer to the Third Amended Complaint was filed on November 9, 2022, and the parties are currently engaged in discovery. On July 20, 2021, the Company, then operating under the name Gores Holdings VI, Inc., held a special meeting of stockholders (the “2021 Special Meeting”) in lieu of the 2021 annual meeting of the Company’s stockholders to approve certain matters relating to its proposed business combination with Matterport, Inc., Maker Merger Sub, Inc. and Maker Merger Sub II, LLC. One of these matters was a proposal to adopt the Second Amended and Restated Certificate of Incorporation of the Company (the “New Certificate of Incorporation”), which, among other things, increased the total number of authorized shares of the Company’s Class A common stock, par value $0.0001 per share (the “Class A common stock”), from 400,000,000 shares to 600,000,000 shares. The New Certificate of Incorporation was approved by a majority of the shares of Class A common stock and the Company’s Class F common stock, par value $0.0001 per share (the “Class F common stock”), voting together as a single class, that were outstanding as of the record date for the 2021 Special Meeting. After the 2021 Special Meeting, the business combination was consummated and the New Certificate of Incorporation became effective. A recent decision of the Delaware Court of Chancery (the “Court of Chancery”) has created uncertainty as to whether Section 242(b)(2) of the Delaware General Corporation Law (“DGCL”) would have required the New Certificate of Incorporation to be approved by a separate vote of the majority of the Company’s then-outstanding shares of Class A common stock, in addition to a majority of the shares of Class A common stock and Class F common stock voting together. The Company continues to believe that a separate vote of Class A common stock was not required to approve the New Certificate of Incorporation. However, in light of the recent Court of Chancery decision, on February 16, 2023 the Company filed a petition (the “Petition”) in the Court of Chancery pursuant to Section 205 of the DGCL seeking validation of the New Certificate of Incorporation, and the shares issued in reliance on the effectiveness of the New Certificate of Incorporation to resolve any uncertainty with respect to those matters. Section 205 of the DGCL permits the Court of Chancery, in its discretion, to ratify and validate potentially defective corporate acts and stock after considering a variety of factors. On February 17, 2023, the Court of Chancery granted the motion to expedite and set a hearing date for the Petition to be heard. The hearing has been set for March 14, 2023 at 11:00 a.m. Eastern Time at the Leonard L. Williams Justice Center, 500 North King Street, Wilmington, Delaware 19801. On May 11, 2020, Redfin Corporation (“Redfin”) was served with a complaint by Appliance Computing, Inc. III, d/b/a Surefield (“Surefield”), filed in the United States District Court for the Western District of Texas, Waco Division. In the complaint, Surefield asserted that Redfin’s use of Matterport’s 3D-Walkthrough technology infringes four of Surefield’s patents. Redfin has asserted defenses in the litigation that the patents in question are invalid and have not been infringed upon. We have agreed to indemnify Redfin for this matter pursuant to our existing agreements with Redfin. The parties have vigorously defended against this litigation. The matter went to jury trial in May 2022 and resulted in a jury verdict finding that Redfin had not infringed upon any of the asserted patent claims and that all asserted patent claims were invalid. Final judgment was entered on August 15, 2022. On September 12, 2022, Surefield filed post trial motions seeking to reverse the jury verdict. Redfin has filed oppositions to the motions. In addition, on May 16, 2022, the Company filed a declaratory judgment action against Appliance Computing III, Inc., d/b/a Surefield, seeking a declaratory judgment that the Company had not infringed upon the four patents asserted against Redfin and one additional, related patent. The matter is pending in the Western District of Washington and captioned Matterport, Inc. v. Appliance Computing III, Inc. d/b/a Surefield, Case No. 2:22-cv-00669 (W.D. Wash.). Surefield has filed a motion to dismiss or in the alternative transfer the case to the United States District Court for the Western District of Texas. The Company has filed an opposition to the motion and is awaiting a ruling from the Court. On January 29, 2021, Legacy Matterport received a voluntary request for information from the Division of Enforcement of the SEC relating to certain sales and repurchases of its securities in the secondary market. We believe we have complied fully with the request. We have not received any updates from the SEC as to the scope, duration or ultimate resolution of the investigation. The Company monitors developments in these legal matters that could affect the any estimate if the Company had previously accrued. As of December 31, 2022, 2021 and 2020, there were no amounts accrued that the Company believes would be material to its financial position. Indemnification —In the ordinary course of business, the Company enters into certain agreements that provide for indemnification by the Company of varying scope and terms to customers, vendors, directors, officers, employees and other parties with respect to certain matters. Indemnification includes losses from breach of such agreements, services provided by the Company, or third-party intellectual property infringement claims. These indemnities may survive termination of the underlying agreement and the maximum potential amount of future indemnification payments, in some circumstances, are not subject to a cap. As of December 31, 2022, there were no known events or circumstances that have resulted in a material indemnification liability. |
CONVERTIBLE NOTES
CONVERTIBLE NOTES | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES | DEBT The Company’s short-term and long-term debt is secured by substantially all the assets of the Company and subject the Company to certain affirmative and negative covenants. Failure to comply with these covenants could result in an event of default, which may lead to an acceleration of the amounts owed and other remedies. 2015 Term Loan and Line of Credit — On May 20, 2015, the Company entered into a Loan and Security Agreement with a lender (the “2015 Agreement”) to borrow a term loan up to $4.0 million (“2015 Term Loan”). The Company borrowed the full $4.0 million term loan on September 23, 2016. The term loan matured on September 30, 2019. The Company was required to make 36 equal installment payments of principal starting October 2016 through September 2019. The term loan bore interest at a floating per annum rate equal to 1.0% above the prime rate published by The Wall Street Journal (the “Prime Rate”). Interest was payable monthly. The Company repaid the 2015 Term Loan by September 2019. The agreement also allowed the Company to borrow under financing of eligible accounts, for up to $1.0 million (“2015 Account Financing”). The Company did not borrow any amount under the 2015 Account Financing. On May 22, 2017, the Company amended and restated the 2015 Agreement with the lender (the “2015 Amended and Restated Agreement”) for an additional revolving line of credit up to $2.0 million. The line of credit bore interest at a floating per annum rate equal to 0.5% above the Prime Rate. The line of credit matured on May 22, 2019. On October 26, 2017, the Company amended the 2015 Amended and Restated Agreement with the lender (the “2017 Amendment”) for an additional term loan up to $1.5 million (“2017 Term Loan”). The Company borrowed the full $1.5 million on November 3, 2017. The Company was required to make monthly interest-only payments starting December 2017 and 36 equal installment payments of principal starting October 2018 through September 2021. The term loan bore interest at a floating per annum rate equal to the greater of (a) 1.0% above the Prime Rate; and (b) 5.25%. Interest was payable monthly. On September 16, 2019, the Company amended and restated the 2015 Amended and Restated Agreement and the 2017 Amendment with the lender (the “2017 Second Amended and Restated Agreement”). The agreement provided the Company with a term loan up to $3.0 million (“2019 Term Loan”). The loan must be first used to repay the prior term loan and accrued interest. The Company borrowed the full $3.0 million on September 16, 2019, and $1.0 million of the amount was used to repay in full the outstanding principal and interest under the 2017 Term Loan. The term loan matures on May 1, 2023. The Company was required to make 36 equal installments payments of principal, plus monthly payment of accrued interest starting in June 2020 through May 2023. The term loan bears interest at a floating per annum rate equal to the greater of (a) 1.0% above the Prime Rate and (b) 5.25%. The amendment also provided the Company with a revolving line of credit up to $3.0 million due in September 2020. The Company borrowed $3.0 million under the line of credit on September 27, 2019. The principal amount outstanding under the revolving line of credit bears interest at a floating per annum rate equal to the greater of (a) 0.5% above the Prime Rate and (b) 5.25%. Interest is payable monthly. The restructuring of the term loan was accounted for as an extinguishment. The loss on extinguishment was not material. On April 28, 2020, the Company amended the 2017 Second Amended and Restated Agreement with the lender (the “2020 Amendment”) to increase the limit of the revolving line of credit from $3.0 million to $5.0 million and extend the maturity date of the revolving line to December 15, 2020. On December 22, 2020, the Company amended and extended the line of credit maturity date from December 15, 2020, through December 14, 2021. The interest rates for the term loan and the revolving line of credit were 5.25%. As of December 31, 2020, $3.0 million of principal was outstanding under the 2020 Amendment revolving line of credit. In July 2021, the Company repaid in full the line of credit of $3.0 million. For years ended December 31, 2022, 2021, and 2020, the Company recorded nil, $0.2 million, and $0.3 million of interest expenses under the 2019 Term Loan and the Line of Credit, respectively. The Company repaid $2.4 million and $0.6 million of principal outstanding under the 2019 Term Loan during the years ended December 31, 2021 and 2020 , respectively. The 2015 Term Loan was fully repaid as of September 30, 2021. 2018 Term Loan — On April 20, 2018, the Company entered into a $10.0 million term loan agreement (the “2018 Agreement”) with a lender maturing on May 1, 2022. The loan was repayable in 48 monthly scheduled installments commencing on May 1, 2018. The Company was required to make interest-only payments for the first 12 months starting May 2018 and thereafter to make 36 equal installment payments through the maturity date of the loan. The interest rate was fixed at 11.5% per annum. In connection with the execution of the 2018 Agreement, an additional final payment of $0.5 million is due at the earlier of the maturity date and prepayment of the term loan. The Company accreted the final payment liability up to the redemption amount as part of the 2018 Agreement term loan balance and recognized interest expense over the term of the loan. The Company incurred certain debt issuance costs in connection with the above loan agreements. Such cost was capitalized against the loan proceeds. The Company also issued warrants to purchase common stock in conjunction with the above loan agreements. The Company determined the fair value of the warrants using the Black-Scholes option-pricing model, which was recorded to additional paid-in capital and an adjustment against the loan proceeds. The debt issuance cost was capitalized and amortized as interest expense over the initial term of the agreement. For the years ended December 31, 2022, 2021, and 2020, the Company recorded nil, $0.3 million, and $0.8 million of interest expense, respectively. For the years ended December 31, 2021 and 2020, the Company repaid $5.6 million and $3.2 million of principal outstanding under the 2018 Agreement, respectively. As of December 31, 2020, there was $5.1 million of principal outstanding under the 2018 Agreement. The amount repaid in the year ended December 31, 2021 included a $0.5 million required final payment fee pursuant to the 2018 Agreement and $0.1 million prepayment fee as the Company fully repaid the 2018 Term Loan in July 2021. The Company recorded $0.1 million loss on the extinguishment for the year ended December 31, 2021. 2020 Term Loan — On February 20, 2020, the Company entered into a $2.0 million term loan agreement (“2020 Term Loan”) with a lender. The loan was provided under two facilities: facility A was comprised of $1.0 million maturing in 36 months, and facility B was comprised of $1.0 million maturing in 30 months. On April 17, 2020, the Company borrowed $1.0 million from facility A, and on October 12, 2020 the Company borrowed the full $1.0 million from facility B. In addition to the principal payment, both loan facilities require a fixed monthly coupon payment. The aggregated annual coupon payment was $0.1 million. The principal was payable in 24 equal installments commencing on May 31, 2021 through April 30, 2023. The interest rate was fixed at 4.75% per annum. The Company incurred certain debt issuance costs in connection with the above loan agreements. Such cost was capitalized against the loan proceeds. The Company also issued warrants to purchase common stock in conjunction with the above loan agreements. The Company determined the fair value of the warrants using the Black-Scholes option-pricing model, which is recorded to additional paid-in capital and an adjustment against the loan proceeds. The debt issuance costs were amortized as additional interest expense over the term of the agreement. For the years ended December 31, 2022, 2021, and 2020, the Company recorded nil, $0.2 million, and $0.1 million of interest expense, respectively. The Company started repayment of principal in May 2021 and repaid $2.0 million of principal outstanding in year ended December 31, 2021. The Company fully repaid the 2020 Term Loan and recorded $0.1 million loss on the 2018 Term Loan extinguishment for year ended December 31, 2021. For the year ended December 31, 2020, the Company did not repay any principal outstanding under the 2020 Term Loan. 2020 Note —In April 2020 , the Company entered into a Paycheck Protection Program Note (“PPP Note”) for $4.3 million pursuant to the PPP under the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act administered by the U.S. Small Business Administration (“SBA”). The term of the PPP Note was two years with a maturity date in April 2022 and contained a fixed annual interest rate of 1.0%. Principal and interest were payable monthly and could be prepaid by the Company at any time prior to maturity with no prepayment penalties. The Company repaid in full the PPP Note in May 2020. The Company recorded $0.1 million of interest expense for year ended December 31, 2020 . The Company fully repaid all debt as of December 31, 2021 . The Company issued convertible notes between January 2020 and March 2020 to various investors amounting to $8.5 million (“2020 Notes”). The convertible notes carry an interest rate of 5.0% per annum. The notes matured in January 2022 and could not be prepaid without written consent. As per the terms of the convertible note agreement, if a qualified financing, defined as a transaction or series of transactions by which the Company sells redeemable convertible preferred stock for aggregate gross proceeds of at least $10.0 million, occurs prior to the payment of the notes, then the notes plus accrued and unpaid interest shall automatically convert into shares of redeemable convertible preferred stock at a price paid by the other purchasers of the redeemable convertible preferred stock sold in the qualified financing discounted by 10.0% if converted prior to January 2021, and on or after January 2021 by 15.0%. If no qualified financing occurs on or prior to the maturity date, then the outstanding principal amount of these convertible notes and all accrued and unpaid interest shall be converted into Series D redeemable convertible preferred stock at a conversion price of $2.0181 per share. During April and June 2020, the Company completed the Series D redeemable convertible preferred stock financing and subsequently issued 21,708,519 shares of Series D redeemable convertible preferred stock at $2.0181 per share for total cash proceeds of $43.8 million. Accordingly, as this meets the qualified financing requirement, all of the convertible notes, including unpaid accrued interest of $8.6 million converted into 4,728,975 shares of Series D redeemable convertible preferred stock at $1.8163 per share in April 2020. The combined aggregate amount of the proceeds from the Series D redeemable convertible preferred stock financing and the converted notes was $52.4 million. The 2020 Notes contain an embedded derivative. The fair value of the derivative was recorded as a liability with an offsetting amount recorded as a debt discount, and the debt discount is recorded against the carrying amount of the related convertible notes outstanding. The amortization of the debt discount was recorded as interest expense. The embedded derivative liability was re-valued to the current fair value at the end of each reporting period using the income-based approach. Upon conversion, the embedded derivative liability was re-valued at the conversion, and then the related fair value amount was recorded to other (expense) income in the consolidated statements of operations as part of loss on debt extinguishment. The fair value of the embedded derivative upon issuance was $1.0 million and was adjusted to $0.9 million upon conversion in April 2020. Interest expense was accreted on the convertible notes between issuance and conversion. Interest expense on the convertible notes that are included in interest expense are nil, nil and $0.1 million for the years ended December 31, 2022, 2021, and 2020, respectively. |
REDEEMABLE CONVERTIBLE PREFERRE
REDEEMABLE CONVERTIBLE PREFERRED STOCK | 12 Months Ended |
Dec. 31, 2022 | |
Temporary Equity Disclosure [Abstract] | |
REDEEMABLE CONVERTIBLE PREFERRED STOCK | REDEEMABLE CONVERTIBLE PREFERRED STOCKUpon the Closing on July 22, 2021, all issued and outstanding shares of Legacy Matterport redeemable convertible preferred stock was cancelled and converted into the right to receive an aggregate 126,460,926 shares of Matterport Class A common stock. A total of $164.5 million redeemable convertible preferred stock was reclassified into common stock and additional paid-in capital on the consolidated balance sheet. |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Stockholders' Equity | STOCKHOLDERS’ EQUITY On July 22, 2021, the Company issued 72.5 million Matterport Class A common shares to public stockholders of Gores, Initial Stockholders of Class F Stock, and PIPE investors for an aggregate gross proceeds of $640.1 million. The Company paid $0.9 million to Gores’ stockholders who redeemed Gores’ Class A common stock immediately prior to the Closing. The Company and Gores incurred $10.0 million and $26.3 million transaction costs, respectively. The total transaction cost was $36.3 million, consisting of underwriting, legal and other professional fees, of which $35.7 million was recorded to additional paid-in capital as a reduction of proceeds and the remaining $0.6 million was expensed immediately. The Company has retroactively adjusted the shares issued and outstanding prior to July 22, 2021 to give effect to the exchange ratio established in the Merger Agreement to determine the number of shares of common stock into which they were converted. Immediately prior to the Closing, 232.7 million shares were authorized to issue at $0.001 par value. Immediately following the Closing, 670 million shares were authorized to issue at $0.0001 par value, including 640 million shares of common stock and 30 million shares of preferred stock. There were 242.0 million shares of common stock outstanding with a par value of $0.0001 upon the Closing. The holder of each share of common stock is entitled to one vote. The Company had reserved shares of common stock for future issuance as of December 31, 2022 as follows (in thousands): December 31, Public and private warrants to purchase common stock 1,708 Common stock options outstanding and unvested RSUs 70,593 Shares available for future grant under 2021 Employee Stock Purchase Plan 8,961 Shares available for future grant under 2021 Incentive Award Plan 272 Total shares of common stock reserved 81,534 Common Stock Warrants — The Company issued warrants to purchase common stock in connection with loan agreements entered from three lenders as disclosed below and in Note 9 “Debt”. Those warrants were considered equity at inception and were recorded to additional paid-in capital. The warrants have a contractual 10-year life from the issuance date. All previously issued common stock warrants were fully vested and exercisable as of December 31, 2020 . In February 2021, the holders of all of the Company’s outstanding warrants entered into agreement with the Company to exercise their warrants contingent upon, and effective immediately prior to, the consummation of the First Merger. In the event of an acquisition in which the fair market value of one share is greater than the warrant exercise price as of the date of the acquisition, all outstanding and unexercised warrants shall automatically be deemed to be cashless exercised immediately prior to the consummation of the acquisition. In the event of an acquisition where the fair market value per share is less than the warrant exercise price in effect immediately prior to the acquisition, then warrants will expire immediately prior to the consummation of the acquisition. On July 22, 2021, all the common stock warrants were exercised. The Company issued 1.0 million shares of the Class A common stock to the holders of the common stock warrants upon the Closing. The company fully amortized the remaining debt discount associated with the above warrants of $0.2 million during the year ended December 31, 2021 upon the full repayment of the debt as discussed Note 9 “Debt”. Accumulated Other Comprehensive Loss The following table summarizes the changes in accumulated other comprehensive loss by component, net of tax (in thousands) : Foreign Currency Translation, Net of Tax Unrealized Losses on Available-for-Sale Debt Securities, Net of Tax Total Balance at December 31, 2021 $ (52) $ (1,487) $ (1,539) Net unrealized loss — (3,495) (3,495) Balance at December 31, 2022 $ (52) $ (4,982) $ (5,034) Foreign Currency Translation, Net of Tax Unrealized Losses on Available-for-Sale Debt Securities, Net of Tax Total Balance at December 31, 2020 $ 135 $ — $ 135 Net unrealized loss (187) (1,487) (1,674) Balance at December 31, 2021 $ (52) $ (1,487) $ (1,539) |
PUBLIC AND PRIVATE WARRANTS
PUBLIC AND PRIVATE WARRANTS | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
PUBLIC AND PRIVATE WARRANTS | PUBLIC AND PRIVATE WARRANTS Prior to the Closing, GHVI issued 6,900,000 Public Warrants and 4,450,000 Private Warrants. Each whole warrant entitles the holder to purchase one share of the Company’s common stock at a price of $11.50 per share, subject to adjustments. The Warrants are exercisable from December 15, 2021 and will expire on July 22, 2026, which is five years after the Closing. Redemption of Public Warrants Once the Public Warrants become exercisable, the Company may redeem the outstanding warrants for cash, in whole and not in part, upon not less than 30 days’ prior written notice of redemption (“Redemption Period”) at a price of $0.01 per warrant, if, and only if, the reported last sale price of the common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending three If the Company calls the Public Warrants for redemption, the Company will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis”, as described in the warrant agreement. The warrants holders have the right to exercise their outstanding warrants prior to the scheduled redemption date during the Redemption Period at $11.50 per share. Commencing 90 days after the Public Warrants become exercisable, we may redeem the outstanding Public Warrants, in whole and not in part, for a price equal to a number of shares of the Company’s Class A common stock to be determined based on a predefined rate based on the redemption date and the “fair market value” of the Company’s Class A c ommon stock. The “fair market value” of our Class A c ommon stock shall mean the average last reported sale price of our common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of Public Warrants upon a minimum of 30 days’ prior written notice of redemption to each warrant holder, if, and only if, the last reported sale price of our Class A c ommon stock equals or exceeds $10.00 per share on the trading day prior to the date on which we send the notice of redemption to the warrant holders. The Private Warrants have terms and provisions that are identical to those of the Warrants sold as part of the Units in the Public Offering, except that the Sponsor has agreed not to transfer, assign or sell any of the Private Warrants (except to certain permitted transferees) until 30 days after the completion of the Merger. Additionally, the Private Warrants are exercisable on a cashless basis and are non-redeemable so long as they are held by the initial purchasers or their permitted transferees. The Private Placement Warrants are non-redeemable for cash so long as they are held by the initial purchasers or their permitted transferees. The Company filed a Registration Statement on Form S-1 on August 19, 2021 related to the issuance of an aggregate of up to 11,350,000 shares of Class A common stock issuable upon the exercise of the Warrants, which was declared effective by the SEC on August 26, 2021. On December 15, 2021, the Company announced to redeem all outstanding Matterport public warrants that remain outstanding at 5:00 p.m. New York City time on January 14, 2022 (the “Redemption Date”) for a redemption price of $0.01 per warrant. The Public Warrants could be exercised by the holders thereof until 5:00 p.m. New York City time on the Redemption Date to purchase fully paid and non-assessable shares of Common Stock underlying such warrants, at the exercise price of $11.50 per share. Any Public Warrants that remained unexercised at 5:00 p.m. New York City time on the Redemption Date were voided and no longer exercisable, and the holders of those Public Warrants were entitled to receive only the redemption price of $0.01 per warrant. On January 14, 2022, the Public Warrants ceased trading on the Nasdaq Global Market. As of the Redemption Date of January 14, 2022, a total of 9.1 million shares of Common Stock were issued upon the exercise of 6.4 million Public Warrants and 2.7 million Private Warrants by the holders thereof at an exercise price of $11.50 per share, resulting in aggregate proceeds to Matterport of $104.4 million, including 7.1 million shares issued upon the exercise of Public Warrants and Private Warrants by the holders with a total proceeds of $76.6 million received during the year ended December 31, 2021 and 2.0 million shares issued upon the exercise of 2.0 million Public Warrants with a total proceeds of $27.8 million received during the year ended December 31, 2022. The remaining 0.6 million unexercised and outstanding Public Warrants as of 5:00 p.m. January 14, 2022 New York City time were redeemed at a price of $0.01 per Public Warrant and, as a result, no Public Warrants remained outstanding thereafter. Warrants to purchase Common Stock that were issued under the Warrant Agreement in a private placement simultaneously with the Company’s initial public offering and that are still held by the initial holders thereof or their permitted transferees were not subject to this redemption and remain outstanding as of December 31, 2022. The following table summarizes the Public and Private Warrants activities during the years ended December 31, 2022 and 2021 (in thousands): Public Warrants Private Warrants Total Warrants Warrants assumed upon the Closing of the Merger 6,900 4,450 11,350 Warrants Exercised (4,348) (2,742) (7,090) Outstanding as of December 31, 2021 2,552 1,708 4,260 Warrants Exercised (1,993) — (1,993) Warrants Redeemed (559) — (559) Outstanding as of December 31, 2022 — 1,708 1,708 The Public Warrants have been classified as Level 1 because there was adequate trading volume to provide a reliable indication of value from the Closing Date to the Redemption Date. The Private Warrants were classified as Level 2, from the Closing Date until the Redemption Date, because the Private Warrants had similar terms and were subject to substantially the same redemption features as the Public Warrants. The fair value of the Private Warrants was deemed to be substantially the same as the fair value of the Public Warrants. Both the Public Warrants and the Private Warrants were valued at $9.14 and $9.16 as of December 31, 2021, respectively . As of the Redemption Date, both the Public Warrants and the Private Warrants were valued at $2.00 per unit. Upon the ceasing of trading of the Public Warrants on the Redemption Date, the fair value measurement of Private Warrants transferred from Level 2 to Level 3 and the Company used a Black Scholes model to determine the fair value of the Private Warrants. The primary significant unobservable input used to evaluate the fair value measurement of the Company’s Private Warrants is the expected volatility of the ordinary shares. Significant increases (decreases) in the expected volatility in isolation would result in a significantly higher (lower) fair value measurement. The Private Warrants were valued at $0.47 as of December 31, 2022 . The following table provides the assumptions used to estimate the fair value of the Private Warrants: December 31, 2022 Current stock price $ 2.80 Strike price $ 11.50 Expected term (in years) 3.56 Expected volatility 66.0% Risk-free interest rate 4.2% Expected dividend yield —% The Warrants are measured at fair value on a recurring basis. The following table presents the changes in the fair value of warrant liabilities (in thousands) during the years ended December 31, 2022 and 2021 : Public Warrants Private Warrants Total Warrant Liabilities Fair value at Closing of the Merger $ 38,984 $ 25,143 $ 64,127 Change in fair value 29,431 18,939 48,370 Warrants Exercised (45,086) (28,437) (73,523) Fair value at December 31, 2021 $ 23,329 $ 15,645 $ 38,974 Change in fair value (12,193) (14,842) $ (27,035) Warrants Exercised (10,018) — $ (10,018) Warrants Redemption (1,118) — $ (1,118) Fair value at December 31, 2022 $ — $ 803 $ 803 |
CONTINGENT EARN-OUT AWARDS
CONTINGENT EARN-OUT AWARDS | 12 Months Ended |
Dec. 31, 2022 | |
Reverse Recapitalization [Abstract] | |
CONTINGENT EARN-OUT AWARDS | CONTINGENT EARN-OUT AWARDS Legacy Matterport Stockholders and certain holders of Legacy Matterport Stock Options and RSUs are entitled to receive a number of Earn-out Shares comprising up to 23,460,000 shares of Class A common stock in the aggregate. There are six distinct tranches, and each tranche has 3,910,000 Earn-out shares. Pursuant to the Merger Agreement, Common Share Price means the share price equal to the volume weighted average price of the Matterport Class A Stock for a period of at least 10 days out of 30 consecutive trading days ending on the trading day immediately prior to the date of determination. I f the Common Share Price exceeds $13.00, $15.50, $18.00, $20.50, $23.00, and $25.50, t he Earn-out shares are issuable during the period beginning on the 180th day following the Closing and ending on the fifth anniversary of such date (the “ Earn-out Period”). The Earn-out shares are subject to early release if a change of control that will result in the holders of the Company common stock receiving a per share price equal to or in excess of the price target as above (collectively, the “Earn-Out Triggering Events”). Any Earn-out Shares issuable to any holder of Matterport Stock Options and Matterport RSUs in respect of such Matterport Stock Options and Matterport RSUs shall be issued to such holder only if such holder continues to provide services to the Post-Combination Company through the date of the occurrence of the corresponding triggering event that causes such Earn-out Shares to become issuable. Any Earn-out Shares that are forfeited pursuant to the preceding sentence shall be reallocated to the other Legacy Matterport Stockholders and Legacy Matterport Stock Options and RSUs holders who remain entitled to receive Earn-out Shares in accordance with their respective Earn-out pro rata shares. At the Closing, the estimated fair value of the total Earn-out Shares was $294.8 million. The contingent obligation to issue Earn-out Shares to Matterport Legacy Stockholders was accounted for as a liability because the Earn-out Triggering Events that determine the number of Earn-out Shares required. The Earn-out pro rata Shares issuable to holders of Legacy Matterport’s RSUs and holders of Legacy Matterport’s Stock Options for such holders with respect to such holders’ Legacy RSUs and Options are accounted as stock-based compensation expense as they are subject to forfeiture based on the satisfaction of certain employment conditions, see Note 16 “Stock Plan” for more information. The Company recognized $231.6 million contingent earn-out liability attributable to the Earn-out Shares to Matterport Legacy Stockholders upon the Closing on July 22, 2021. On January 18, 2022, all six Earn-out Triggering Events for issuing up to 23.5 million Earn-out Shares occurred. A total of 18.8 million shares of common stock became issuable to the eligible Matterport Legacy Stockholders. Another total of 4.7 million pro rata Earn-out Shares became issuable to holders of Matterport's eligible legacy RSU and options holders were immediately vested. See Note 16 “Stock Plan” for more information. Contingent earn-out liability was accounted for as a liability as of the date of the Merger and remeasured to fair value until the Earn-out Triggering Events were met. The estimated fair value of the total Earn-out Shares was determined based on a Monte Carlo simulation valuation model using a distribution of potential outcomes on a monthly basis over the Earn-out Period using the most reliable information available to be issued include events that are not solely indexed to the common stock of the Company. Upon the occurrence of the triggering events, the Company's common stock price of $12.89 per share represented the fair value of the Earn-out Awards. The Company reclassified the $242.4 million outstanding Earn-out liability to additional paid-in capital as the Earn-out shares become issuable as a fixed number of share of common shares. Assumptions used in the valuation are described below: As of December 31, 2021 Current stock price $ 20.64 Expected term (in years) 5.1 Expected volatility 67.0 % Risk-free interest rate 1.3 % Expected dividend yield 0 % The following table sets forth a summary of the changes in the estimated fair value of the earn-out liabilities, which are measured at fair value on a recurring basis using significant unobservable inputs (in thousands): Fair Value Measurements Using Significant Unobservable Inputs Balance at December 31, 2020 $ — Contingent earn-out liability recognized upon the closing of the Merger 231,627 Reallocation of Earn-out Shares to earn-out liability upon forfeitures 5,495 Change in fair value of earn-out liability 140,454 Balance at December 31, 2021 $ 377,576 Reallocation of Earn-out Shares to earn-out liability upon forfeitures 896 Change in fair value of earn-out liability (136,043) Issuance of Earn-out Shares upon triggering events (242,429) Balance at December 31, 2022 $ — |
STOCK PLAN
STOCK PLAN | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK PLAN | STOCK PLAN Amended and Restated 2011 Stock Incentive Plan —On June 17, 2011, the Company’s Board and stockholders approved the Matterport, Inc. 2011 Stock Incentive Plan, (the “2011 Stock Plan”), which allows for the issuance of incentive stock options (“ISOs”), non-qualified stock options (“NSOs”), the issuance of restricted stock awards (“RSAs”), and the sale of stock to its employees, the Board, and consultants. As of December 31, 2020, the Company had granted primarily ISOs. On February 12, 2021, the Company amended and restated the 2011 Stock Plan to allow the Company to grant restricted stock units (“RSUs”) and extended the terms of the plan until February 12, 2022, unless terminated earlier. No shares are available for future grant under the 2011 Plan due to the termination of the 2011 Plan in connection with the Closing. There were 67.8 million shares authorized under the 2011 Stock Plan prior to its termination, and 2.1 million shares were assumed under the 2021 Incentive Award Plan. 2021 Incentive Award Plan In connection with the Closing on July 22, 2021, the Company approved the 2021 Incentive Award Plan (“2021 Plan”), an incentive compensation plan for the benefit of eligible employees, consultants, and directors of the Company and its subsidiaries. The Company concurrently assumed the 2011 Plan and all outstanding awards thereunder, effective as of the Closing, and no further awards shall be granted under the 2011 Plan. The 2021 Plan provides that the initial aggregate number of shares of Class A common stock, available for issuance pursuant to awards thereunder shall be the sum of (a) 10% of the outstanding shares of Class A common stock as of the Closing, which is equivalent to 24.2 million shares of Class A common stock (the “Initial Plan Reserve”), (b) any shares of Class A common stock subject to outstanding equity awards under the amended and restated 2011 Stock Plan which, following the effective date of the 2021 Plan, become available for issuance under the 2021 Plan and (c) an annual increase on the first day of each calendar year beginning on January 1, 2022 and ending on and including January 1, 2031 equal to a number of shares equal to 5% of the aggregate number of shares of Class A common stock outstanding on the final day of the immediately preceding calendar year. The maximum aggregate number of shares of common stock that may be issued under the 2021 Plan upon the exercise of ISOs is 181.5 million shares of Class A common stock. Shares forfeited due to employee termination or expiration are returned to the share pool. Similarly, shares withheld upon exercise to provide for the exercise price and/or taxes due and shares repurchased by the Company are also returned to the pool. As of December 31, 2022, a total of 0.3 million shares remained available for future grant under the Company’s 2021 Plan. 2021 Employee Stock Purchase Plan In connection with the Closing on July 22, 2021, as discussed in Note 3, the Company approved the 2021 Employee Stock Purchase Plan (“2021 ESPP”). The 2021 ESPP provides that the aggregate number of shares of Class A common stock available for issuance pursuant to awards under the 2021 ESPP shall be the sum of (a) 3% of the number of outstanding shares of Class A common stock as of the Closing, which is equivalent to 7.3 million shares of Class A common stock (the “Initial ESPP Reserve”), and (b) an annual increase on the first day of each calendar year beginning on January 1, 2022 and ending on and including January 1, 2031 equal to the lesser of (i) 1% of the aggregate number of shares of Class A common stock outstanding on the last day of the immediately preceding fiscal year and (ii) such smaller number of shares of common stock as may be determined by the Company; provided, however, that the number of shares of common stock that may be issued or transferred pursuant to the rights granted under the 2021 ESPP shall not exceed 15.25% of the outstanding shares of Class A common stock as of the Closing, which is equivalent to 36.9 million shares. Our 2021 ESPP permits eligible employees to acquire shares of our common stock at 85% of the lower of the fair market value of our common stock on the first trading day of each offering period or on the purchase date. If the fair market value of our common stock on the purchase date is lower than the first trading day of the offering period, the current offering period will be cancelled after purchase and a new 24-month offering period will begin. Participants may purchase shares of common stock through payroll deductions of up to 15% of their eligible compensation, subject to purchase limits of 3,000 shares per each purchase period, 12,000 per offering period, and $25,000 worth of stock for each calendar year. The 2021 ESPP provides for consecutive offering periods that will typically have a duration of approximately 24 months in length and is comprised of four purchase periods of approximately six months in length. The offering periods are scheduled to start on the first trading day on or after June 1 and December 1 of each year, except for the first offering period commenced on July 23, 2021 and ended on May 31, 2022. As of December 31, 2022, a total of 9.0 million shares of our common stock remained available for sale under our 2021 ESPP. For the year ended December 31, 2022 , there were 0.8 million shares of common stock purchased under the 2021 ESPP. Stock Option Activities —The following table summarizes the stock option activities under the Company’s stock plans for year ended December 31, 2022, 2021 and 2020 (in thousands, except for per share data): Options Outstanding Number of Weighted- Weighted- Average Remaining Contractual Term (Years) Aggregate Balance - December 31, 2019 48,762 $ 0.50 8.1 $ 7,698 Granted 13,349 0.81 Expired or canceled (5,612) 0.54 Exercised (7,293) 0.21 Balance - December 31, 2020 49,206 $ 0.62 8.1 $ 245,565 Expired or canceled (2,907) 0.69 Exercised (4,072) 0.51 Balance - December 31, 2021 42,227 $ 0.63 6.9 $ 844,909 Expired or canceled (1,490) 0.76 Exercised (7,320) 0.52 $ 54.129 Balance - December 31, 2022 33,417 $ 0.65 6.1 $ 71,842 Options vested and exercisable - December 31, 2022 29,786 $ 0.63 5.9 $ 64,721 As of December 31, 2022, unrecognized stock-based compensation expense related to unvested options was $1.2 million, which is expected to be amortized over a weighted-average vesting period of 1.4 years. On April 1, 2021, the Company amended the performance condition of the 866,597 performance-based stock option (PSO) awards previously granted to a senior executive in March 2019. Originally, the PSO awards were eligible to vest and become exercisable upon the consummation of the earlier of a change in control or an initial public offering (“IPO”), subject to certain share price targets. The vesting of the award also required continued employment up to the consummation of the change in control or IPO. As a result of the modification, the PSO awards shall vest and become exercisable upon the closing of the Merger. Upon the Closing, the Company recognized $8.1 million stock-based compensation expense related to the 866,597 PSOs as they became fully vested and exercisable. RSU and PRSU Activities —The following table summarizes the time-based restricted stock unit (RSU) and performance-based restricted stock unit (PRSU) activity under the Company’s stock plans for the year ended December 31, 2022 and 2021 (in thousands, except per share data): RSUs and PRSUs Number of Weighted- Balance - December 31, 2020 — $ — Granted 27,036 17.47 Vested (1,474) 17.31 Canceled or forfeited (818) 10.54 Balance - December 31, 2021 24,744 $ 17.70 Granted 24,870 4.67 Vested (7,216) 16.44 Canceled or forfeited (5,222) 8.85 Balance - December 31, 2022 37,176 $ 10.47 Stock-based compensation expense for awards with only service conditions are recognized on a straight-line basis over the requisite service period of the related award. The PRSU awards have both service-based and performance-based vesting conditions. The service-based vesting condition for these awards is typically satisfied over four years with a cliff vesting period of one year and continued vesting quarterly thereafter, subject to continued service. The performance-based vesting condition is satisfied upon the occurrence of a liquidity event, as defined in the Amended and Restated 2011 Stock Plan. The performance based vesting condition was deemed satisfied upon the Closing. The Company recognized $6.1 million stock-based compensation expenses on the Closing for the portion of these RSUs for w hich the service-based vesting condition had been satisfied and the performance condition of the RSUs was met. As of December 31, 2022, unrecognized compensation costs related to unvested RSUs and PRSUs were $343.7 million and $4.2 million, respectively. The remaining unrecognized compensation costs for RSUs and PRSUs are expected to be recognized over a weighted-average period of 2.8 years and 1.4 years, respectively, excluding additional stock-based compensation expense related to any future grants of stock-based awards. Earn-out Award Activities As discussed in Note 15 “ Contingent Earn-Out Liability” , the pro rata Earn-out Shares issuable to holders of Legacy Matterport’s RSUs and holders of Legacy Matterport’s Stock Options for such holders with respect to such holders’ Legacy RSUs and Options are expected to be accounted as stock-based compensation expense as they are subject both a market condition and a service condition to the eligible employees. On January 18, 2022, all six Earn-out Triggering Events for issuing up to 23.5 million Earn-out Shares occurred. A total of 4.7 million pro rata Earn-out Shares issuable to holders of Matterport's eligible legacy RSU and options holders were immediately vested. The Company issued 2.7 million Earn-out Shares to Matterport's eligible legacy RSU and options holders after withholding 2.0 million of these Earn-out Shares to cover tax withholding obligations. The Company recognized all the remaining $27.6 million unamortized stock-based compensation related to the Earn-out Shares during the year ended December 31, 2022, as both Triggering event condition satisfied and the service condition was met. No further Earn-out Shares remained contingently issuable thereafter. The following table summarizes the Earn-out Award activity under the Earn-out Arrangement pursuant to the Merger Agreement during the years ended December 31, 2022 and 2021 (in thousands, except for per share data): Earn-out Award Outstanding Number of Shares Weighted-Average Grant-Date Fair Value Price Per Share Balance - December 31, 2020 — $ — Granted 5,112 12.63 Forfeited (412) 12.58 Balance - December 31, 2021 4,700 $ 12.64 Granted 13 20.13 Forfeited or Canceled (61) 13.07 Vested and Canceled (1) (1,966) 5.35 Vested and Released (2,686) 7.31 Balance - December 31, 2022 — $ — (1) Represents 2 million shares withheld for tax obligation upon issuances of the Earn-out Shares on February 1, 2022. Employee Stock Options Valuation —The fair value of options on the date of grant is estimated based on the Black-Scholes option-pricing model using the single-option award approach. No options were granted during the year ended December 31, 2022 and 2021. The assumptions used to estimate the fair value of stock options granted during the year ended December 31, 2020 were as follows: Year Ended December 31, 2020 Expected term 5.5 – 6.1 years Expected volatility 38.5 – 44.9% Risk-free interest rate 0.3 – 1.5% Expected dividend yield 0% Earn-out Awards Valuation — The assumptions used to estimate the fair value of Earn-out Awards granted during the years ended December 31, 2022 and 2021: Year Ended December 31, 2022 2021 Current stock price $13.34 - $19.61 $13.93 – $27.86 Expected term 5.1 years 5.1 – 5.5 years Expected volatility 67.0% 40.0% – 67.0% Risk-free interest rate 1.3% 0.8% – 1.3% Expected dividend yield 0% 0% Employee Stock Purchase Plan —The fair value of shares issued under our 2021 ESPP are estimated on the grant date using the Black-Scholes option pricing model. The following table summarizes the assumptions used and the resulting grant-date fair values of our ESPP granted during the years ended December 31, 2022 and 2021: Year Ended December 31, 2022 2021 Expected term 0.50 - 2.0 years 0.50 – 2.0 years Expected volatility 40.5 - 48.0% 27.9 – 43.4% Risk-free interest rate 1.6 - 4.7% 0.1 – 0.6% Expected dividend yield 0% 0% Grant-date fair value per share $0.85 - $4.64 $7.59 – $14.36 The expected volatility is based on the average volatility of a peer group of representative public companies with sufficient trading history over the expected term. The expected term represents the term from the first day of the offering period to the purchase dates within each offering period. The dividend yield assumption is based on our expectations about our anticipated dividend policy. The risk-free interest rate is based on the implied yield available on U.S. Treasury zero-coupon issues with maturities that approximate the expected term. As of December 31, 2022, unrecognized compensation cost related to the ESPP was $2.9 million, which is expected to be recognized over the remaining weighted-average service period of 1.4 years. Stock-based Compensation — The Company recognizes stock-based compensation expense for awards with only service conditions on a straight-line basis over the requisite service period of the related award and recognizes stock-based compensation expense for awards with performance conditions on a straight-line basis over the requisite service period for each separate vesting portion of the awards when it is probable that the performance condition will be achieved. The stock-based compensation expense of Earn-out Awards are recognized on a straight-line basis over the derived services period during which the market conditions are expected to be met. Forfeitures are accounted for in the period in which they occur. The amount of stock-based compensation related to stock-based awards to employees in the Company’s consolidated statements of operations for the years ended December 31, 2022, 2021, and 2020 were as follows (in thousands): Year Ended December 31, 2022 2021 2020 Costs of revenue $ 5,406 $ 3,083 $ 135 Research and development 34,980 25,691 624 Selling, general, and administrative 108,104 71,831 1,746 Stock-based compensation, net of amounts capitalized 148,490 100,605 2,505 Capitalized stock-based compensation 14,114 3,632 146 Total stock-based compensation $ 162,604 $ 104,237 $ 2,651 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The components of the net loss before income taxes, determined by jurisdiction, for the years ended December 31, 2022, 2021, and 2020, were as follows (in thousands): Year Ended December 31, 2022 2021 2020 United States $ (111,748) $ (339,094) $ (14,294) Foreign 1,652 817 350 Loss before income taxes $ (110,096) $ (338,277) $ (13,944) The provision for income taxes for the years ended December 31, 2022, 2021, and 2020 were as follows (in thousands): Year Ended December 31, 2022 2021 2020 Current State $ — $ 22 $ 8 International 1,192 146 69 Total current tax expense 1,192 168 77 United States (323) — — International 374 (385) — Total deferred tax expense 51 (385) — Total tax expense $ 1,243 $ (217) $ 77 Deferred income taxes reflect the net effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes and operating losses and tax credit carryforwards. The components of the deferred tax assets for the years ended December 31, 2022 and 2021 consisted of the following (in thousands): Year Ended December 31, 2022 2021 Deferred tax assets: Net operating loss carryforwards $ 71,405 $ 41,555 Research and development credits carryforward 10,382 6,858 Accruals 2,100 317 Other 1,343 348 Interest expense carryforward 315 562 Fixed assets 85 112 Stock-based compensation 13,880 10,580 Capitalized research and development costs 19,671 — Total deferred tax assets $ 119,181 $ 60,332 Less: valuation allowance (109,471) (56,344) Deferred tax liabilities: Intangibles (8,051) (3,214) Deferred commissions (1,046) (389) Right-of-use asset (601) — Total deferred tax liabilities (9,698) (3,603) Net deferred tax assets $ 12 $ 385 For the year ended December 31, 2021, the increase in the Company’s valuation allowance compared to the prior year was primarily due to the 2021 net operating loss and an increase in stock-based compensation. For the year ended December 31, 2022, the increase in the Company’s valuation allowance compared to the prior year was primarily due to the 2022 net operating losses, stock-based compensation, and the capitalized research and development costs under Section 174. ASC 740 requires that the tax benefit of net operating losses, temporary differences and credit carryforwards be recorded as an asset to the extent that management assesses that realization is "more likely than not." Realization of the future tax benefits is dependent on the Company's ability to generate sufficient taxable income within the carryforward period. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all the deferred tax assets will not be realized. Management considers projected future taxable income and tax planning strategies in making this assessment. Because of the Company's recent history of operating losses, management believes that recognition of the deferred tax assets arising from the above-mentioned future tax benefits are currently not likely to be realized. As of December 31, 2022, the Company has a valuation allowance for federal, state, and foreign deferred tax assets that the Company believes will, more likely than not, be unrealizable. The table below presents the changes in the valuation allowance for deferred tax assets for the years ended December 31, 2022 and 2021 (in thousands): Description Balance at beginning of period Additions charges to costs and expenses Write-offs and deductions Balance at end of period Valuation allowance for deferred tax assets For the Year Ended December 31, 2022 56,344 53,127 — 109,471 For the Year Ended December 31, 2021 35,023 21,321 — 56,344 For the Year Ended December 31, 2020 31,081 3,942 — 35,023 Net operating loss and tax credit carryforwards as of December 31, 2022 were as follows (in thousands): Amount Expiration Years NOLs, federal (Post December 31, 2017) $ 228,325 Do Not Expire NOLs, federal (Pre January 1, 2018) 61,397 12/31/2031 NOLs, state 161,967 12/31/2032 Tax credits, federal 11,544 12/31/2032 Tax credits, state $ 7,289 Do Not Expire The effective tax rate of the Company’s provision for income taxes differed from the federal statutory rate as of December 31, 2022, 2021, and 2020 as follows: Year Ended December 31, 2022 2021 2020 Statutory federal income benefit rate 21.0 % 21.0 % 21.0 % State income tax rate 7.0 1.1 7.0 Change in valuation allowance (48.3) (6.3) (28.3) Research and development credits 1.7 0.3 2.9 Other 1.7 (4.2) (0.8) Convertible notes — nondeductible — — (1.6) Section 162(m) — executive compensation (1.8) — — Stock-based compensation (12.5) (0.2) (0.9) Change in fair value of contingent earn-out liability 25.9 (8.7) — Change in fair value of warrants liabilities 5.2 (3.0) — Foreign rate differential (1.0) 0.1 — Effective tax rate (1.1) % 0.1 % (0.6) % The Company had net operating loss carryovers (“NOLs”) for federal and state income tax purposes of approximately, $289.7 million and $162.0 million, respectively, as of December 31, 2022. $61.4 million of federal NOLs will expire beginning in 2031, while $228.3 million generated after the Ta x Cuts and Jobs Act (the “TCJA”), will have an indefinite li fe. The state NOLs will expire if unused in 2032. The Company’s utilization of NOLs is subject to an annual limitat ion due to ownership changes that have occurred previously or that could occur in the future as provided in Section 382 of the Code (“Section 382”), as well as similar state provisions. Section 382 limits the utilization of NOLs when there is a greater than 50% change of ownership as determined under the regulations. Since its formation, the Company has raised capital through the issuance of capital stock and various convertible instruments which, combined with the purchasing shareholders’ subsequent disposition of these shares, has resulted in multiple ownership changes as defined by Section 382, and could result in an ownership change in the future upon subsequent disposition. The Company has not undertaken an analysis of whether the Merger constituted an “ownership change” for purposes of Section 382 and Section 383 of the U.S. Tax Code. Our ability to utilize our net operating loss carryforwards and other tax attributes to offset future taxable income or tax liabilities may be limited as a result of ownership changes, including changes in connection with the Merger or other transactions. The Company’s utilization of NOLs may also be adversely affected by future changes in federal and state tax laws and regulations. As of December 31, 2022, the Company has not undertaken any analyses in respect of Section 382 to determine the annual limitation and if any of the tax attributes are subject to a permanent limitation. The Company evaluated the provisions of ASC 740 related to the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. ASC 740 prescribes a comprehensive model for how a company should recognize, present, and disclose uncertain positions that the Company has taken or expects to take in its tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. Differences between tax positions taken or expected to be taken in a tax return and the net benefit recognized and measured pursuant to the interpretation are referred to as “unrecognized benefits.” A liability is recognized (or amount of net operating loss carry forward or amount of tax refundable is reduced) for unrecognized tax benefit because it represents an enterprise’s potential future obligation to the taxing authority for a tax position that was not recognized as a result of applying the provisions of ASC 740. If applicable, interest costs related to the unrecognized tax benefits are required to be calculated and would be classified as income tax expenses in the Consolidated Statement of Operations. Penalties would be recognized as a component of “Selling, general and administrative expenses” in the Consolidated Statement of Operations. A reconciliation of the Company’s unrecognized tax benefits for the years ended December 31, 2022, 2021, and 2020, was as follows (in thousands): Year Ended December 31, 2022 2021 2020 Unrecognized tax benefits — beginning $ 5,003 $ 3,662 $ 2,906 Gross Increases — prior-year unrecognized tax benefits 119 — — Gross Increases — current-year unrecognized tax benefits 2,411 1,341 756 Unrecognized tax benefits — ending $ 7,533 $ 5,003 $ 3,662 The entire amount of the unrecognized tax benefits would not impact the Company’s effective tax rate if recognized. During the years ended December 31, 2022, 2021, and 2020, the Company did not recognize accrued interest and penalties related to unrecognized tax benefits. The Company does not anticipate that the amount of existing unrecognized tax benefits will significantly increase or decrease during the next 12 months. |
NET LOSS PER SHARE ATTRIBUTABLE
NET LOSS PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
NET LOSS PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS | NET LOSS PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERSAs a result of the Reverse Recapitalization, the Company has retroactively adjusted the weighted-average number of shares of common stock outstanding prior to the Closing Date by multiplying them by the exchange ratio of approximately 4.1193 used to determine the number of shares of common stock into which they converted. The common stock issued as a result of the redeemable convertible preferred stock conversion on the Closing Date was included in the basic net loss per share calculation on a prospective basis. Net loss per share attributable to common stockholders was computed by dividing net loss by the weighted-average number of common shares outstanding for the years ended December 31, 2022, 2021, and 2020 (in thousands, except for per share data): Year Ended December 31, 2022 2021 2020 Numerator : Net loss attributable to common stockholders, basic and diluted $ (111,339) $ (338,060) $ (14,021) Denominator: Weighted average shares used in computing net loss per share attributable to common stockholders, basic and diluted 283,585 131,278 32,841 Net loss per share attributable to common stockholders, basic and diluted $ (0.39) $ (2.58) $ (0.43) The following potentially dilutive outstanding securities were excluded from the computation of diluted net loss per share attributable to common stockholders, basic and diluted, because their effect would have been anti-dilutive or issuance of such shares is contingent upon the satisfaction of certain conditions which were not satisfied by the end of the period (shares in thousands): As of December 31, 2022 2021 2020 Public and private warrants 1,708 4,260 — Earn-out shares — 23,460 — Redeemable convertible preferred stock, all series — — 126,409 Warrants to purchase common stock — — 1,081 Common stock options outstanding 33,417 42,227 49,206 Unvested RSUs 37,176 24,744 — ESPP Shares 2,015 706 — Total potentially dilutive common stock equivalents 74,316 95,397 176,696 |
RELATED-PARTY TRANSACTIONS
RELATED-PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
RELATED-PARTY TRANSACTIONS | RELATED-PARTY TRANSACTIONSFrom January 2020 to March 2020, Matterport issued convertible promissory notes in an aggregate principal amount of $8.5 million (“2020 Notes”) to investors, including (i) $400,000 aggregate principal amount to DCM VI, L.P., which was until January 1, 2023 an affiliate of Jason Krikorian, a member of the Matterport board of directors, (ii) $2.0 million aggregate principal amount to Lux Co-Invest Opportunities, L.P., an affiliate of Peter Hébert, a member of the Matterport board of directors, and (iii) $1,000,000 aggregate principal amount to QUALCOMM Ventures LLC, an affiliate of Carlos Kokron, a member of the Matterport board of directors. The 2020 Notes accrued interest at a rate of 5% per annum. Refer to Note 11. Convertible Notes. |
EMPLOYEE BENEFITS PLANS
EMPLOYEE BENEFITS PLANS | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
EMPLOYEE BENEFITS PLANS | EMPLOYEE BENEFITS PLANSThe Company has a defined contribution retirement and savings plan intended to qualify under Section 401 of the Internal Revenue Code (the “401(k) Plan”) covering substantially all US employees. The 401(k) Plan allows each participant to contribute up to an amount not to exceed an annual statutory maximum. The Company contracted with a third-party provider to act as a custodian and trustee and to process and maintain the records of participant data. Substantially all of the expenses incurred for administering the 401(k) Plan are paid by the Company. The Company discontinued providing contributions in the 401(k) Plan match since May 1, 2020. For the year ended December 31, 2020 , the Company made $0.2 million of discretionary matching contribution. The Company contributes to a defined contribution pension plan for eligible employees in the U.K. Pension plan benefits are based primarily on participants’ compensation and years of service credited as specified under the terms of the plan. The Company made $0.4 million, $0.3 million and $0.2 million matching contributions to the U.K. pension plan for the year ended December 31, 2022, 2021, and 2020. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of PresentationThe accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of the accompanying consolidated financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts and disclosures in the consolidated financial statements and accompanying notes. Significant estimates include assumptions related to the fair value of common stock before the Merger and other assumptions used to measure stock-based compensation, fair value of assets acquired and liabilities assumed in business combinations, fair value of identified intangibles, goodwill impairment, valuation of deferred tax assets, the estimate of net realizable value of inventory, allowance for doubtful accounts, the fair value of common stock warrants, public and private warrants liability, and e arn-out shares, loss contingencies, and the determination of stand-alone selling price (“SSP”) of various performance obligations. As of December 31, 2022, future impact of the COVID-19 pandemic on the Company’s operational and financial performance will depend on certain developments, including the duration and spread of the pandemic, impact on the Company’s subscribers and their spending habits, impact on the Company’s marketing efforts, and effect on the Company’s suppliers, all of which are uncertain and cannot be predicted with certainty. As a result, many of the Company’s estimates and assumptions required increased judgment and these estimates may change materially in future periods. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and various other factors, including the current economic environment and the impact of COVID-19, which management believes to be |
Segment Information | Segment information The Company has a single operating segment and reportable segment. The Company’s chief operating decision-maker is its Chief Executive Officer, who reviews financial information presented on a consolidated basis for purposes of making operating decisions, assessing financial performance, and allocating resources. Refer to Note 4, for information regarding the Company’s revenue by geography. Substantially all of the Company’s long-lived assets are located in the United States. |
Concentration of Credit Risk and Other Risks and Uncertainties | Concentration of Credit Risk and Other Risks and Uncertainties Financial instruments that subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, investments, and accounts receivable. The Company maintains its cash balances in accounts held by major banks and financial institutions located in the United States. Such bank deposits from time to time may be exposed to credit risk in excess of the Federal Deposit Insurance Corporation insurance limit, and the Company considers such risk to be minimal. We invest only in high-quality credit instruments and maintain our cash and cash equivalents and available-for-sale investments in fixed income securities. Management believes that the financial institutions that hold our investments are financially sound and, accordingly, are subject to minimal credit risk. Deposits held with banks may exceed the amount of insurance provided on such deposits. |
Cash and Cash Equivalents and Restricted Cash | Cash, Cash Equivalents, and Restricted Cash The Company considers all highly liquid investments purchased with an original maturity of 90 days or less to be cash equivalents. Cash and cash equivalents include cash on hand and amounts on deposit with financial institutions. Amounts receivable from credit card processors of approxima tely $0.8 million a nd $0.7 million as of December 31, 2022 and 2021, respectively, are also considered cash equivalents because they are both short-term and highly-liquid in nature and are typically converted to cash approximately three to five business days from the date of the underlying transaction. |
Accounts Receivable, Net | Accounts Receivable, Net Accounts receivable consists of current trade receivables due from customers recorded at the invoiced amount, net of allowances for doubtful accounts. The Company’s accounts receivable represent amounts due from customers arising from revenue and are stated at the amount the Company expects to collect from outstanding balances. On a periodic basis, the Company evaluates accounts receivable estimated to be uncollectible and provides allowances, as necessary, for doubtful accounts. Management regularly reviews the adequacy of the allowance for doubtful accounts by considering the age of each outstanding invoice, each customer’s expected ability to pay, and the collection history with each customer, when |
Fair Value Measurement | Fair Value Measurement The Company accounts for certain of its financial assets and liabilities at fair value. The Company uses a three-level hierarchy, which prioritizes, within the measurement of fair value, the use of market-based information over entity-specific information for fair value measurements based on the nature of inputs used in the valuation of an asset or liability as of the measurement date. Fair value focuses on an exit price and is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities which are required to be recorded at fair value, the Company considers the principal or most advantageous market in which the Company would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as risks inherent in valuation techniques, transfer restrictions and credit risks. The inputs or methodology used for valuing financial instruments are not necessarily an indication of the risk associated with investing in those financial instruments. |
Inventories | Inventories Inventories consist primarily of finished goods, assemblies, and raw materials. Assemblies are generally purchased from contract manufacturers. Inventories are valued at the lower of cost or net realizable value. Costs are determined using standard cost, which approximates actual cost on a first-in, first-out basis. The Company assesses the valuation of inventory and periodically adjusts the value for estimated excess and obsolete inventory based upon estimates of future demand and market conditions, as well as damaged or otherwise impaired goods. |
Property and Equipment, Net | Property and Equipment, Net Property and equipment are stated at cost, less accumulated depreciation and are depreciated on a straight-line basis over their estimated useful lives as follows: Machinery and equipment 2 - 7 years Furniture and fixtures 3 years Capitalized software and development costs 3 years Leasehold improvements Shorter of remaining lease term or 10 years |
Impairment of Goodwill and Intangible Assets and Other Long-Lived Assets | Impairment of Goodwill Goodwill represents the excess of the purchase price over the fair value of identifiable assets and liabilities acquired in each business combination. Goodwill will be evaluated for impairment on an annual basis in the fourth quarter of the Company’s fiscal year, and whenever events or changes in circumstances indicate the carrying amount of goodwill may not be recoverable. The Company has elected to first assess qualitative factors to determine whether it is more likely than not that the fair value of the Company’s single reporting unit is less than its carrying amount, including goodwill. If the Company determines that it is more likely than not that the fair value of the Company’s single reporting unit is less than its carrying amount, then the quantitative impairment test will be performed. Under the quantitative impairment test, if the carrying amount of the single reporting unit exceeds its fair value, the Company will recognize an impairment loss in an amount equal to that excess but limited to the total amount of goodwill. Intangible Assets and Other Long-Lived Assets The Company evaluates events and changes in circumstances that could indicate carrying amounts of purchased intangible assets and other long-lived assets may not be recoverable. When such events or changes in circumstances occur, the Company assesses the recoverability of these assets by determining whether or not the carrying amount will be recovered through undiscounted expected future cash flows. If the total of the future undiscounted cash flows is less than the carrying amount of an asset group, the Company will record an impairment loss for the amount by which the carrying amount of the assets exceeds the fair value of the assets. |
Investments | Investments The Company classifies its investments in marketable and non-marketable securities as available-for-sale debt securities at the time of purchase based on the legal form of the security, the Company’s intended holding period for the security, and the nature of the transaction. Investments not considered cash equivalents and with maturities within one year or less from the consolidated balance sheet date are classified as short-term investments. Investments with maturities greater than one year from the consolidated balance sheet date are classified as long-term investments. The Company determines the classification of the investments in marketable debt securities at the time of purchase and reevaluates such determination at each balance sheet date. Debt securities in an unrealized loss position are written down to its fair value with the corresponding change recorded in other income, net in the consolidated statements of operations, if it’s more likely than not that the Company will be required to sell the impaired security before recovery of its amortized costs basis, or have the intention to sell the security. If neither of these conditions are met, it is determined whether a credit loss exists by comparing the present value of the expected cash flows of the security with its amortized cost basis. An allowance for credit losses is recorded in other income, net in the consolidated statements of operations for an amount not to exceed the unrealized loss. Unrealized losses that are not credit-related are included in accumulated other comprehensive loss (“AOCI”) in stockholders’ equity. |
Transaction costs and Business Combination | Transaction costsTransaction costs consist of direct legal, accounting and other fees relating to the consummation of the Merger. These costs were initially capitalized as incurred in other assets on the consolidated balance sheets. Upon the Closing, transaction costs related to the issuance of shares were recognized in stockholders’ equity (deficit) while costs associated with the public and private warrants liabilities were expensed in the consolidated statements of operations. Business Combination Business acquisitions are accounted for using the acquisition method under Accounting Standards Codifications (“ASC”) 805, Business Combinations (“ASC 805”), which requires recording assets acquired and liabilities assumed at fair value as of the acquisition date. Under the acquisition method of accounting, each tangible and separately identifiable intangible asset acquired and liabilities assumed is recorded based on their preliminary estimated fair values on the acquisition date. The initial valuations are derived from estimated fair value assessments and assumptions used by management. The excess of the purchase price over the fair values of these identifiable assets and liabilities is recorded as goodwill. Additional information existing as of the acquisition date but unknown to the Company may become known during the remainder of the measurement period, not to exceed 12 months from the acquisition date, which may result in changes to the amounts and allocations recorded. |
Intangible Assets | Intangible Assets Acquisition-related intangible assets with finite lives are accounted for at fair value as of the date of acquisition, less accumulated amortization. Amortization is computed over the estimated useful lives of the respective assets. |
Warrants Liability | Warrants Liability The Company assumed publicly-traded warrants (“Public Warrants”) and private warrants (“Private Warrants”) upon the Closing. The Company accounts for warrants for shares of the Company’s Class A common stock that are not indexed to its own stock as liabilities at fair value on the balance sheet. The warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized in the Company’s statement of operations. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as a liability at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. |
Earn-out Arrangement | Earn-out Arrangement In connection with the reverse recapitalization and pursuant to the Merger Agreement, eligible Legacy Matterport stockholders and Legacy Matterport stock option and restricted stock unit (“RSU”) holders were entitled to receive an aggregate of approximately 23.5 million shares (“Earn-out Shares”) of the Company’s Class A c ommon stock, par value $0.0001 per share (“Class A common stock”) upon the Company achieving certain Earn-out Triggering Events during the Earn-out Period (as described in Note 15 “Contingent Earn-Out Awards”). In accordance with ASC 815-40, Earn-out Shares issuable to Legacy Matterport common stockholders in respect of such common stock are not solely indexed to the common stock and therefore are accounted for as contingent earn-out liability on the consolidated balance sheet at the reverse recapitalization date and subsequently remeasured at each reporting date with changes in fair value recorded as a component of other income (expense), net in the consolidated statements of operations. If the applicable triggering event is achieved for a tranche, the Company will reclassify the outstanding earn-out liability to additional paid-in capital upon triggering event and account for the Earn-out Shares for such tranche as issued and outstanding common stock upon the share release. Earn-out Shares issuable to certain holders of Legacy Matterport stock options and RSUs in respect of such stock options and RSUs (the “Earn-out Awards”) are subject to forfeiture and are accounted for in accordance with ASC 718. The Company measures and recognizes stock-compensation expense based on the fair value of the Earn-out Awards over the derived service period for each tranche. Forfeitures are accounted for as they occur. Upon the forfeiture of Earn-out Shares issuable to any eligible holder of Legacy Matterport stock options and RSUs, the forfeited Earn-out awards are subject to reallocation and grant on a pro rata basis to the remaining eligible Legacy Matterport stockholders and stock options and RSUs holders. The reallocated issuable shares to Legacy Matterport common stockholders are recognized as contingent earn-out liability, and the reallocated issuable shares to Legacy Matterport stock options and RSUs holders are recognized as stock-based compensation over the remaining derived service period based on the fair value on the date of the reallocation. The estimated fair value of the Earn-out Shares is allocated proportionally to contingent earn-out liability and the grant date fair value of the Earn-out Awards. The estimated fair value of the Earn-out Shares is determined using a Monte Carlo simulation prioritizing the most reliable information available. The assumptions utilized in the calculation are based on the achievement of certain stock price milestones, including the current price of shares of Class A common stock, expected volatility, risk-free rate, expected term and dividend rate. The contingent earn-out liability is categorized as a Level 3 fair value measurement because the Company estimates projections during the Earn-out Period utilizing unobservable inputs. See Note 8 “Fair Value Measurement” and Note 15 “Contingent Earn-Out Awards” for additional information. |
Comprehensive Loss and Foreign Currency Translation | Comprehensive Loss and Foreign Currency Translation The functional currency of Matterport, Inc. and its wholly owned subsidiaries in Singapore and Japan is the U.S. dollar. Prior to January 1, 2022, Matterport, Inc.’s United Kingdom (“U.K.”) subsidiary used the British Pound as its functional currency to maintain its books and records. Effective January 1, 2022, the Company considered the economic factors outlined in Financial Accounting Standards Board (“FASB”) ASC Topic No. 830 — Foreign Currency Matters in the determination of the functional currency, and concluded that the predominance of factors supports the change in functional currency to the U.S. dollar for the U.K. subsidiary. The Company translates its monetary assets and liabilities for its subsidiaries with a functional currency other than the U.S. dollar by using the applicable exchange rate as of the consolidated balance sheet date, and the consolidated statements of comprehensive loss and consolidated statements of cash flows are translated at average exchange rates during the reporting period. Equity accounts are translated at historical rates. Adjustments resulting from the translation of the consolidated financial statements are recorded as accumulated other comprehensive income or loss. For transactions that occur in a foreign currency other than the functional currency of Matterport, Inc. or its subsidiaries, the Company records the transaction at the applicable rate on the date of recognition. Monetary assets and liabilities are remeasured at each consolidated balance sheet date until settled and changes are reported as transaction gains or losses in other income (expense), net in the consolidated statements of comprehensive loss. |
Revenue Recognition | Revenue Recognition The Company adopted Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers, on January 1, 2019, using the full retrospective method. The Company determines the amount of revenue to be recognized through the application of the following steps: (1) identify the contract; (2) identify the performance obligations; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations; and (5) recognize revenue when (or as) performance obligations are satisfied. In accordance with ASC 606, the Company recognizes revenue upon transfer of control of goods or services to customers, in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. Nature of Revenue The Company recognizes revenue from subscription, license, services and sale of products. Subscription — Revenues comprise of fees that provide customer access to ordered subscription services. Customers have the ability to select from several levels of subscription to the Matterport platform (“Subscription Levels”). Each selected Subscription Level includes Subscription Level-specific features and Subscription Level-specific pricing for add-ons that are available to the user at any time during the subscription term. Subscription fees are invoiced in advance of the service being provided to the customer. Typical payment terms provide that customers pay within 30 days of invoice. The portion of the transaction price allocated to the subscription is recognized ratably over the subscription term, which typically ranges from one month to a year as the Company’s management has concluded that the nature of the Company’s promise to the customer is to provide continuous access to the Matterport platform, which represents a stand-ready obligation provided throughout the subscription period. Annual and monthly subscriptions are renewed automatically at the end of each term. The Company’s contracts with customers typically do not include termination rights for convenience, nor do they include terms with a significant financing component. License — The Company provides a perpetual license to spatial data assets in exchange for a fixed license fee. The license represents right-to-use intellectual property and revenue is recognized at the point in time control of license transfers to the customer. Services — The Company provides capture services of spatial data and other add-on services to existing subscription customers. Capture services and other add-on services are typically invoiced in advance or in arrears on a monthly basis as services are provided. The Company recognizes revenue as the services are delivered. Product — The Company provides 3D capture cameras and third-party capture devices to customers. Cameras are invoiced upon shipment or at the point of sale. The portion of the transaction price allocated to the camera is recognized upon control transferring to the customer. Revenue from sales to end users is recognized upon shipment, net of estimates of returns, as these buyers are entitled to return the camera within 30 days from the date of purchase for a full refund. These rights are accounted for as variable consideration and recognized as a reduction to the revenue recognized. Estimates of returns are made at contract inception and updated each reporting period. Revenue from sales to value-added resellers is recognized upon shipment and resellers do not have rights of return. The Company accounts for shipping and handling activities related to contracts with customers as costs to fulfill the Company’s promise to transfer the associated products, rather than as a separate performance obligation. Accordingly, the Company records amounts billed for shipping and handling costs as a component of net product sales, and classifies such costs as a component of cost of products. Arrangements with Multiple Performance Obligations The Company’s contracts with customers frequently include multiple performance obligations that may consist of subscription, license, services and products. For these contracts, the transaction price is allocated to each performance obligation on a relative SSP. The SSP is the price at which the Company would sell a promised product or service separately to a customer. Judgment is required to determine the SSP for each distinct performance obligation. |
Deferred Commission, Net | Deferred Commission, Net Incremental costs of obtaining a contract with a customer consist primarily of direct sales commissions incurred upon execution of the contract. These costs require capitalization under ASC 340-40, Other Assets and Deferred Costs — Contracts and Customers |
Advertising Costs | Advertising CostsAdvertising costs are expensed as incurred and included in selling, general, and administrative in the consolidated statements of operations. |
Research and Development Costs | Research and Development Costs Research and development costs are expensed as incurred and consist primarily of salaries, consulting services, and other direct expenses. |
Internal-Use Software Development Costs | Internal-Use Software Development Costs The Company capitalizes certain costs related to developed or modified software solely for its internal use and cloud-based applications used to deliver the Matterport platform. The Company capitalizes costs during the application development stage once the preliminary project stage is complete, management authorizes and commits to funding the project, and it is probable that the project will be completed and that the software will be used to perform the function intended. Costs related to preliminary project activities and post-implementation activities are expensed as incurred. |
Stock-Based Compensation | Stock-Based Compensation The Company measures and records the expense related to stock-based payment awards based on the fair value of those awards as determined on the date of grant. The Company recognizes stock-based compensation expense over the requisite service period of the individual grant, generally equal to the vesting period and uses the straight-line method to recognize stock-based compensation. For stock options with performance conditions, the Company records compensation expense when it is deemed probable that the performance condition will be met. The Company accounts for forfeitures as they occur. The Company selected the Black-Scholes option-pricing model as the method for determining the estimated fair value for stock options. The Black-Scholes option-pricing model requires the use of highly subjective and complex assumptions, which determine the fair value of stock-based awards, including the option’s expected term and the price volatility of the underlying stock. The Company calculates the fair value of options granted by using the Black-Scholes option-pricing model with the following assumptions: Expected Volatility — The Company estimated volatility for option grants by evaluating the average historical volatility of a peer group of companies for the period immediately preceding the option grant for a term that is approximately equal to the options’ expected term. Expected Term — The expected term of the Company’s options represents the period that the stock-based awards are expected to be outstanding. The Company has elected to use the midpoint of the stock options vesting term and contractual expiration period to compute the expected term, as the Company does not have sufficient historical information to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior. Risk-Free Interest Rate — The risk-free interest rate is based on the implied yield available on U.S. Treasury zero coupon issues with a term that is equal to the options’ expected term at the grant date. |
Common Stock Valuation | Common Stock Valuation In the absence of a public trading market for the Company’s common stock prior to the Merger, on each grant date, the fair value of the Company’s common stock was determined by the Company’s board of directors with inputs from management, taking into account the most recent valuations from an independent third-party valuation specialist. The valuations of the Company’s common stock were determined in accordance with the guidelines outlined in the American Institute of Certified Public Accountants Practice Aid, Valuation of Privately-Held-Company Equity Securities Issued as Compensation. |
Redeemable Convertible Preferred Stock | Redeemable Convertible Preferred Stock The Company records redeemable convertible preferred stock at fair value on the dates of issuance, net of issuance costs. The Company classifies its redeemable convertible preferred stock as mezzanine equity outside of stockholders’ deficit when the stock contains contingent redemption features that are not solely within the Company’s control. The Company does not adjust the carrying values of shares of its redeemable convertible preferred stock to the liquidation preferences of such shares until it is reasonably certain that the event that would obligate the Company to pay the liquidation preferences to the holders of the redeemable convertible preferred stock will occur. |
Common Stock Warrants | Common Stock Warrants The Company generally accounts for warrants issued in connection with debt and equity financings as a component of equity unless the warrants include a conditional obligation to issue a variable number of shares or if there is a deemed possibility that the Company may need to settle the warrants in cash, in which case the Company records the fair value of the warrants as a liability. |
Income Taxes | Income Taxes The Company utilizes the asset and liability method for computing its income tax provision. Deferred tax assets and liabilities reflect the expected future consequences of temporary differences between the financial reporting and tax bases of assets and liabilities as well as operating loss, capital loss, and tax credit carryforwards, using enacted tax rates. The Company’s management makes estimates, assumptions, and judgments to determine the Company’s provision for income taxes, deferred tax assets and liabilities, and any valuation allowance recorded against deferred tax assets. The Company assesses the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent the Company believes recovery is not likely, establishes a valuation allowance. |
Net Loss per Share Attributable to Common Stockholders | Net Loss per Share Attributable to Common Stockholders Basic and diluted net loss per share attributable to common stockholders is presented in conformity with the two-class method required for participating securities. The Company considers all series of redeemable convertible preferred stock to be participating securities. Under the two-class method, the net loss attributable to common stockholders is not allocated to the redeemable convertible preferred stock as the holders of the Company’s redeemable convertible preferred stock do not have a contractual obligation to share in the losses. |
Comprehensive Income (loss) | Comprehensive Income (loss) Comprehensive income (loss) consists of net income (loss) and other comprehensive income (loss). Other comprehensive income (loss) reflects gains and losses that are recorded as a component of stockholders’ equity (deficit) and are excluded from net income (loss). Other comprehensive income (loss) consists of foreign currency translation adjustments related to consolidation of foreign entities and unrealized gain (loss) on marketable securities classified as available-for-sale. |
Accounting Pronouncements | Accounting Pronouncements The Company was provided the option to adopt new or revised accounting guidance as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012 either (1) within the same periods as those otherwise applicable to public business entities or (2) within the same time periods as nonpublic business entities, including early adoption when permissible. With the exception of standards the Company elected to early adopt, when permissible, the Company has elected to adopt new or revised accounting guidance within the same time period as non-public business entities, as indicated below. Based on the closing price of our common stock and the market value of our common stock held by non-affiliates as of June 30, 2022, the Company has determined that we will no longer be an emerging growth company as of December 31, 2022. As a result, we will no longer be able to take advantage of reduced disclosure and other obligations that are available to emerging growth companies after that date. Recently Adopted Accounting Standards In February 2016, the FASB issued Accounting Standards Update (ASU) No. 2016-02, Leases (Topic 842) (“ASU 2016-02” or “Topic 842”), which requires a lessee to recognize right-of-use (ROU) assets and lease liabilities arising from operating and financing leases with terms longer than 12 months on the condensed consolidated balance sheets and to disclose key information about leasing arrangements. The Company adopted the new standard, along with all subsequent ASU clarifications and improvements that are applicable to the Company, effective January 1, 2022 and recorded an ROU asset and lease liability related to its operating leases. The Company used the modified retrospective approach with the effective date as the date of initial application. Accordingly, the Company applied the new lease standard prospectively to leases existing or commencing on or after January 1, 2022. Prior period balances and disclosures have not been restated. The Company elected the package of transitional practical expedients, which among other provisions, allows the Company to not reassess under the new standard the Company's prior conclusions about lease identification, lease classification and initial direct cost, for any existing leases on the adoption date. In addition, for operating leases, the Company elected to account for lease and non-lease components as a single lease component. The Company also made an accounting policy election to not recognize lease liabilities and ROU assets on its condensed consolidated balance sheet for leases that, at the lease commencement date, have a lease term of 12 months or less. Adoption of the standard resulted in the recognition of $3.6 million of ROU assets and $3.8 million of lease liabilities In June 2016, the FASB issued ASU No. 2016-13, Financial instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, and subsequent related ASUs, which amends the guidance on the impairment of financial instruments by requiring measurement and recognition of expected credit losses for financial assets held. The Company adopted this standard on December 31, 2022, with an effective date of adoption of January 1, 2022, using a modified retrospective approach. Upon adoption, the Company updated its credit loss models to utilize a forward-looking current expected credit losses (“CECL”) model in place of the incurred loss methodology for financial instruments measured at amortized cost, including accounts receivable. The standard also requires that credit losses on available-for-sale debt securities be presented as an allowance rather than as a write-down. The adoption of this standard did not have a material impact on our consolidated financial statements. In January 2017, the FASB issued ASU 2017-04, Simplifying the Test for Goodwill Impairment (Topic 350) (“ASU 2017-04” or “Topic 350”), which removes Step 2 from the goodwill impairment test. The Company adopted this standard effective January 1, 2022, which has not had a material impact on our consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes . ASU No. 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. The Company adopted this standard effective January 1, 2022, which did not have a material impact on the Company’s consolidated financial statements. Recently Issued Accounting Standards Not yet Adopted In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Property, Plant and Equipment, Net | Property and equipment are stated at cost, less accumulated depreciation and are depreciated on a straight-line basis over their estimated useful lives as follows: Machinery and equipment 2 - 7 years Furniture and fixtures 3 years Capitalized software and development costs 3 years Leasehold improvements Shorter of remaining lease term or 10 years Year Ended December 31, 2022 2021 Machinery and equipment $ 3,948 $ 2,324 Furniture and fixtures 355 355 Leasehold improvements 734 728 Capitalized software and development costs 55,662 28,964 Total property and equipment 60,699 32,371 Accumulated depreciation and amortization (30,140) (18,253) Total property and equipment, net $ 30,559 $ 14,118 |
REVERSE RECAPITALIZATION (Table
REVERSE RECAPITALIZATION (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Reverse Recapitalization [Abstract] | |
Schedule of Common Stock Issued Immediately Following Consummation of the Merger | The number of shares of Class A common stock issued immediately following the consummation of the Merger was as follows (shares are in thousands): Shares Legacy Matterport Stockholders (1) 169,425 Public Stockholders of Gores 34,406 Initial Stockholders (defined below) of Class F Common Stock (2) 8,625 PIPE Investors (3) 29,500 Total 241,956 (1) Excludes 23,460,000 shares of Class A common stock issuable in earn-out arrangement as they are not issuable until 180 days after the Closing and are contingently issuable based upon the triggering events that have not yet been achieved. (2) Represents shares of Class A common stock issued into which shares of Class F common stock, par value of $0.0001 per share, of the Company were converted upon the consummation of the Merger. Excludes 4,079,000 shares of Class A common stock purchased under the Sponsor Subscription Agreement and excludes 15,000 shares of Class A common stock purchased by the Initial Stockholders (excluding the Sponsor) in the PIPE. Gores Holdings VI Sponsor, LLC, a Delaware limited liability company , Mr. Randall Bort, Ms. Elizabeth Marcellino and Ms. Nancy Tellem, Gores’ independent directors, are collectively noted as “Initial Stockholders”. (3) Includes the Initial Stockholders’ ownership of 4,079,000 shares of Class A common stock purchased under the Sponsor Subscription Agreement and includes 15,000 shares of Class A common stock purchased by the Initial Stockholders (excluding the Sponsor) in the PIPE. |
REVENUE (Tables)
REVENUE (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following table shows the revenue by geography for the years ended December 31, 2022, 2021, and 2020, respectively (in thousands): Year Ended December 31, 2022 2021 2020 Revenue: United States $ 81,842 $ 67,544 $ 52,093 International 54,283 43,630 33,791 Total revenue $ 136,125 $ 111,174 $ 85,884 The following table shows over time versus point-in-time revenue for the years ended December 31, 2022, 2021, and 2020, respectively (in thousands): Year Ended December 31, 2022 2021 2020 Over time revenue $ 101,057 $ 73,867 $ 49,260 Point-in-time revenue 35,068 37,307 36,624 Total $ 136,125 $ 111,174 $ 85,884 |
Contract Balances | The contract balances as of December 31, 2022 and 2021 were as follows (in thousands): Year Ended December 31, 2022 2021 Accounts receivable, net $ 19,037 $ 8,898 Unbilled accounts receivable $ 1,807 $ 1,981 Deferred revenue $ 17,932 $ 11,948 |
ACQUISITION (Tables)
ACQUISITION (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
VHT Inc | |
Business Acquisition [Line Items] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The Company has accounted for the VHT Acquisition as a business combination and allocated the purchase consideration to assets acquired and liabilities assumed based on preliminary estimated fair values at the VHT Acquisition Date, as presented in the following table (in thousands): Amount Goodwill $ 15,603 Identified intangible assets 6,900 Net assets acquired 215 Total $ 22,718 |
Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination | The following table summarizes the preliminary estimated fair values and estimated useful lives of the components of identifiable intangible assets acquired as of the VHT Acquisition Date (in thousands, except years): Fair Value Estimated Useful Life Customer Relationships $ 6,900 10 years |
Schedule of Unaudited Pro Forma Financial Information | The unaudited pro forma financial information as presented below is for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of fiscal year 2021. Year Ended December 31, 2022 2021 (in thousands, except per share data) Total revenue $ 146,573 $ 129,840 Net loss $ (110,625) $ (338,927) Basic earnings per share $ (0.39) $ (2.58) Diluted earnings per share $ (0.39) $ (2.58) |
Enview, Inc. | |
Business Acquisition [Line Items] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The Company has accounted for the Enview Acquisition as a business combination and allocated the purchase consideration to assets acquired and liabilities assumed based on preliminary estimated fair values at the Enview Acquisition Date. During the year ended December 31, 2022, the Company identified and recorded an insignificant measurement period adjustment to the preliminary value assigned to goodwill. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the Enview Acquisition Date, and the value of goodwill resulting from the measurement period adjustments in the year ended December 31, 2022 (in thousands): Amount Goodwill $ 53,990 Identified intangible assets 5,400 Net assets acquired 4,934 Total $ 64,324 |
Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination | The following table summarizes the estimated fair values and estimated useful lives of the components of identifiable intangible assets acquired as of the Enview Acquisition Date (in thousands, except years): Fair Value Estimated Useful Life Developed technology $ 5,400 5 years |
Schedule of Business Acquisitions, by Acquisition | The total purchase consideration for the Enview Acquisition was $64.3 million, which includes a working capital adjustment finalized in the third quarter of fiscal year 2022, which reduced the purchase price for Enview. The total purchase consideration consisted of the following (in thousands): Amount Cash $ 34,957 Common stock (1.2 million shares) (1) 19,240 Unpaid Consideration (2) 10,127 Total $ 64,324 (1) On the Enview Acquisition Date, the Company's closing stock price was $15.73 per share. |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The following table presents details of the Company’s goodwill during the year ended December 31, 2022 (in thousands): Amount Balance as of December 31, 2021 $ — Goodwill acquired 69,593 Balance as of December 31, 2022 $ 69,593 |
Schedule of Purchased Intangible Assets | The following table presents details of the Company’s purchased intangible assets as of December 31, 2022 (in thousands). There were no intangibles as of December 31, 2021. December 31, 2022 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Intangible assets subject to amortization: Developed technology $ 5,400 $ (1,065) $ 4,335 Customer Relationships 6,900 (345) 6,555 Total $ 12,300 $ (1,410) $ 10,890 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | The following table summarizes estimated future amortization expense for the Company’s intangible assets as of December 31, 2022 (in thousands): Amount 2023 $ 1,770 2024 1,770 2025 1,770 2026 1,770 2027 705 2028 and thereafter 3,105 Total future amortization expense $ 10,890 |
BALANCE SHEET COMPONENTS (Table
BALANCE SHEET COMPONENTS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Balance Sheet Related Disclosures [Abstract] | |
Summary of Allowance for Doubtful Accounts | Allowance for doubtful accounts as of December 31, 2022, 2021, and 2020 were as follows (in thousands): Year Ended December 31, 2022 2021 2020 Balance—beginning of period $ (291) $ (799) $ (337) Increase in reserves (1,245) (222) (846) Write-offs 324 730 384 Balance—end of period $ (1,212) $ (291) $ (799) |
Summary of Inventories | Inventories as of December 31, 2022 and 2021, consisted of the following (in thousands): Year Ended December 31, 2022 2021 Finished Goods $ 2,112 $ 295 Work in process 3,477 2,043 Purchased parts and raw materials 5,472 3,255 Total inventories $ 11,061 $ 5,593 |
Schedule of Property, Plant and Equipment, Net | Property and equipment are stated at cost, less accumulated depreciation and are depreciated on a straight-line basis over their estimated useful lives as follows: Machinery and equipment 2 - 7 years Furniture and fixtures 3 years Capitalized software and development costs 3 years Leasehold improvements Shorter of remaining lease term or 10 years Year Ended December 31, 2022 2021 Machinery and equipment $ 3,948 $ 2,324 Furniture and fixtures 355 355 Leasehold improvements 734 728 Capitalized software and development costs 55,662 28,964 Total property and equipment 60,699 32,371 Accumulated depreciation and amortization (30,140) (18,253) Total property and equipment, net $ 30,559 $ 14,118 |
Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities as of December 31, 2022 and 2021 , consisted of the following (in thousands): Year Ended December 31, 2022 2021 Accrued compensation $ 5,609 $ 2,754 Tax payable 1,669 1,063 ESPP Contribution 341 693 Current unpaid acquisition consideration 6,109 — Short-term operating lease liabilities 1,267 — Accrued loss on firm inventory purchase commitments 3,991 — Other current liabilities 4,930 5,516 Total accrued expenses and other current liabilities $ 23,916 $ 10,026 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Assets Measured at Fair Value on a Recurring Basis | The Company’s financial assets and liabilities that were measured at fair value on a recurring basis were as follows (in thousands): December 31, 2022 Level 1 Level 2 Level 3 Total Financial Assets: Cash equivalents: Money market funds $ 51,557 $ — $ — $ 51,557 Total cash equivalents $ 51,557 $ — $ — $ 51,557 Short-term investments: U.S. government and agency securities $ 181,714 $ — $ — $ 181,714 Non-U.S. government and agency securities — 24,946 — 24,946 Corporate debt securities — 114,113 — 114,113 Commercial paper — 35,042 — 35,042 Total short-term investments $ 181,714 $ 174,101 $ — $ 355,815 Long-term investments: Corporate debt securities $ — $ 3,959 $ — $ 3,959 Total long-term investments $ — $ 3,959 $ — $ 3,959 Total assets measured at fair value $ 233,271 $ 178,060 $ — $ 411,331 Financial Liabilities: Private warrants liability $ — $ 803 $ — $ 803 Total liabilities measured at fair value $ — $ 803 $ — $ 803 December 31, 2021 Level 1 Level 2 Level 3 Total Financial Assets: Cash equivalents: Money market funds $ 44,142 $ — $ — $ 44,142 Total cash equivalents $ 44,142 $ — $ — $ 44,142 Short-term investments: Non-U.S. government and agency securities — 24,317 — 24,317 Corporate debt securities — 92,737 — 92,737 Commercial paper — 147,877 — 147,877 Total short-term investments $ — $ 264,931 $ — $ 264,931 Long-term investments: U.S. government and agency securities $ 185,075 $ — $ — $ 185,075 Corporate debt securities — 78,584 — 78,584 Total long-term investments $ 185,075 $ 78,584 $ — $ 263,659 Other assets: Convertible notes receivable $ — $ — $ 1,107 $ 1,107 Total other assets: $ — $ — $ 1,107 $ 1,107 Total assets measured at fair value $ 229,217 $ 343,515 $ 1,107 $ 573,839 Financial Liabilities: Public warrants liability $ 15,645 $ — $ — $ 15,645 Private warrants liability — 23,329 — 23,329 Contingent earn-out liability — 377,576 377,576 Total liabilities measured at fair value $ 15,645 $ 23,329 $ 377,576 $ 416,550 |
Schedule of Reconciliation of Assets and Liabilities | The following table provides a reconciliation of changes in fair value of the beginning and ending balances for our assets and liabilities classified as Level 3 (in thousands): Amount Beginning balance $ — Transfer of Private Warrants to Level 3 3,416 Change in fair value (2,613) Ending Balance as of December 31, 2022 $ 803 |
Schedule of Amortized Cost, Unrealized Gains and Losses, and Fair Value of AFS Debt Securities | The following table summarizes the amortized cost, unrealized gains and losses, and fair value of our available-for-sale debt securities as of December 31, 2022 and 2021 (in thousands): December 31, 2022 Amortized Cost Unrealized Gains Unrealized Losses Fair Value Investments: U.S. government and agency securities $ 185,371 $ — $ (3,657) $ 181,714 Non-U.S. government and agency securities 24,989 — (44) 24,945 Corporate debt securities 119,396 — (1,324) 118,072 Commercial paper 35,052 — (9) 35,043 Total available-for-sale investments $ 364,808 $ — $ (5,034) $ 359,774 December 31, 2021 Amortized Cost Unrealized Gains Unrealized Losses Fair Value Investments: U.S. government and agency securities $ 186,113 $ — $ (1,038) $ 185,075 Non-U.S. government and agency securities 24,385 — (68) 24,317 Corporate debt securities 171,772 — (451) 171,321 Commercial paper 147,914 — (37) 147,877 Convertible notes receivable 1,000 107 — 1,107 Total available-for-sale investments $ 531,184 $ 107 $ (1,594) $ 529,697 |
Summary of Amortized Cost and Fair Value of AFS Securities by Contractual Maturity Date | The following table summarizes the amortized cost and fair value of our available-for-sale debt securities as of December 31, 2022, by contractual years-to-maturity (in thousands): Amortized Cost Fair Value Due within one year $ 360,812 $ 355,815 Due between one and three years 3,996 3,959 Total $ 364,808 $ 359,774 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Operating Lease Liability Maturities | The following table presents maturities of operating lease liabilities as of December 31, 2022 (in thousands): Amount Fiscal years ending December 31, 2023 $ 1,339 2024 1,306 2025 207 Thereafter — Total operating lease payments 2,852 Less: imputed interest (102) Present value of operating lease liabilities $ 2,750 Current portion of operating lease liabilities (1) $ 1,267 Long-term operating lease liabilities (2) $ 1,483 (1) Current portion of operating lease liabilities is included in accrued expenses and other current liabilities other long-term liabilities |
Summary of Future Minimum Operating Lease Payments and Purchase Obligations | Future minimum lease payments, as defined under the previous lease accounting guidance of ASC Topic 840, for our non-cancelable operating leases as of December 31, 2021 were as follows (in thousands): Amount 2022 $ 1,312 2023 1,339 2024 1,306 2025 207 Thereafter — Total $ 4,164 Purchase 2023 19,032 2024 8,204 Thereafter — Total $ 27,236 |
STOCKHOLDERS_ EQUITY (Tables)
STOCKHOLDERS’ EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Summary of Common Stock Reserved for Future Issuance | The Company had reserved shares of common stock for future issuance as of December 31, 2022 as follows (in thousands): December 31, Public and private warrants to purchase common stock 1,708 Common stock options outstanding and unvested RSUs 70,593 Shares available for future grant under 2021 Employee Stock Purchase Plan 8,961 Shares available for future grant under 2021 Incentive Award Plan 272 Total shares of common stock reserved 81,534 |
Schedule of Accumulated Other Comprehensive Income (Loss) | The following table summarizes the changes in accumulated other comprehensive loss by component, net of tax (in thousands) : Foreign Currency Translation, Net of Tax Unrealized Losses on Available-for-Sale Debt Securities, Net of Tax Total Balance at December 31, 2021 $ (52) $ (1,487) $ (1,539) Net unrealized loss — (3,495) (3,495) Balance at December 31, 2022 $ (52) $ (4,982) $ (5,034) Foreign Currency Translation, Net of Tax Unrealized Losses on Available-for-Sale Debt Securities, Net of Tax Total Balance at December 31, 2020 $ 135 $ — $ 135 Net unrealized loss (187) (1,487) (1,674) Balance at December 31, 2021 $ (52) $ (1,487) $ (1,539) |
PUBLIC AND PRIVATE WARRANTS (Ta
PUBLIC AND PRIVATE WARRANTS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Schedule of Warrant Liability | The following table summarizes the Public and Private Warrants activities during the years ended December 31, 2022 and 2021 (in thousands): Public Warrants Private Warrants Total Warrants Warrants assumed upon the Closing of the Merger 6,900 4,450 11,350 Warrants Exercised (4,348) (2,742) (7,090) Outstanding as of December 31, 2021 2,552 1,708 4,260 Warrants Exercised (1,993) — (1,993) Warrants Redeemed (559) — (559) Outstanding as of December 31, 2022 — 1,708 1,708 |
Summary of Earn-out Shares Valuation | The following table provides the assumptions used to estimate the fair value of the Private Warrants: December 31, 2022 Current stock price $ 2.80 Strike price $ 11.50 Expected term (in years) 3.56 Expected volatility 66.0% Risk-free interest rate 4.2% Expected dividend yield —% As of December 31, 2021 Current stock price $ 20.64 Expected term (in years) 5.1 Expected volatility 67.0 % Risk-free interest rate 1.3 % Expected dividend yield 0 % Year Ended December 31, 2022 2021 Current stock price $13.34 - $19.61 $13.93 – $27.86 Expected term 5.1 years 5.1 – 5.5 years Expected volatility 67.0% 40.0% – 67.0% Risk-free interest rate 1.3% 0.8% – 1.3% Expected dividend yield 0% 0% |
Schedule of Warrants Measured at Fair Value | The following table presents the changes in the fair value of warrant liabilities (in thousands) during the years ended December 31, 2022 and 2021 : Public Warrants Private Warrants Total Warrant Liabilities Fair value at Closing of the Merger $ 38,984 $ 25,143 $ 64,127 Change in fair value 29,431 18,939 48,370 Warrants Exercised (45,086) (28,437) (73,523) Fair value at December 31, 2021 $ 23,329 $ 15,645 $ 38,974 Change in fair value (12,193) (14,842) $ (27,035) Warrants Exercised (10,018) — $ (10,018) Warrants Redemption (1,118) — $ (1,118) Fair value at December 31, 2022 $ — $ 803 $ 803 |
CONTINGENT EARN-OUT AWARDS (Tab
CONTINGENT EARN-OUT AWARDS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Reverse Recapitalization [Abstract] | |
Summary of Earn-out Shares Valuation | The following table provides the assumptions used to estimate the fair value of the Private Warrants: December 31, 2022 Current stock price $ 2.80 Strike price $ 11.50 Expected term (in years) 3.56 Expected volatility 66.0% Risk-free interest rate 4.2% Expected dividend yield —% As of December 31, 2021 Current stock price $ 20.64 Expected term (in years) 5.1 Expected volatility 67.0 % Risk-free interest rate 1.3 % Expected dividend yield 0 % Year Ended December 31, 2022 2021 Current stock price $13.34 - $19.61 $13.93 – $27.86 Expected term 5.1 years 5.1 – 5.5 years Expected volatility 67.0% 40.0% – 67.0% Risk-free interest rate 1.3% 0.8% – 1.3% Expected dividend yield 0% 0% |
Summary of Changes in Estimated Fair Value of the Company's Level 3 Financial Liabilities | The following table sets forth a summary of the changes in the estimated fair value of the earn-out liabilities, which are measured at fair value on a recurring basis using significant unobservable inputs (in thousands): Fair Value Measurements Using Significant Unobservable Inputs Balance at December 31, 2020 $ — Contingent earn-out liability recognized upon the closing of the Merger 231,627 Reallocation of Earn-out Shares to earn-out liability upon forfeitures 5,495 Change in fair value of earn-out liability 140,454 Balance at December 31, 2021 $ 377,576 Reallocation of Earn-out Shares to earn-out liability upon forfeitures 896 Change in fair value of earn-out liability (136,043) Issuance of Earn-out Shares upon triggering events (242,429) Balance at December 31, 2022 $ — |
STOCK PLAN (Tables)
STOCK PLAN (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock Option Activity | The following table summarizes the stock option activities under the Company’s stock plans for year ended December 31, 2022, 2021 and 2020 (in thousands, except for per share data): Options Outstanding Number of Weighted- Weighted- Average Remaining Contractual Term (Years) Aggregate Balance - December 31, 2019 48,762 $ 0.50 8.1 $ 7,698 Granted 13,349 0.81 Expired or canceled (5,612) 0.54 Exercised (7,293) 0.21 Balance - December 31, 2020 49,206 $ 0.62 8.1 $ 245,565 Expired or canceled (2,907) 0.69 Exercised (4,072) 0.51 Balance - December 31, 2021 42,227 $ 0.63 6.9 $ 844,909 Expired or canceled (1,490) 0.76 Exercised (7,320) 0.52 $ 54.129 Balance - December 31, 2022 33,417 $ 0.65 6.1 $ 71,842 Options vested and exercisable - December 31, 2022 29,786 $ 0.63 5.9 $ 64,721 |
Schedule of RSU and PRSU Activity | The following table summarizes the time-based restricted stock unit (RSU) and performance-based restricted stock unit (PRSU) activity under the Company’s stock plans for the year ended December 31, 2022 and 2021 (in thousands, except per share data): RSUs and PRSUs Number of Weighted- Balance - December 31, 2020 — $ — Granted 27,036 17.47 Vested (1,474) 17.31 Canceled or forfeited (818) 10.54 Balance - December 31, 2021 24,744 $ 17.70 Granted 24,870 4.67 Vested (7,216) 16.44 Canceled or forfeited (5,222) 8.85 Balance - December 31, 2022 37,176 $ 10.47 |
Schedule of Earn-out Award Activity | The following table summarizes the Earn-out Award activity under the Earn-out Arrangement pursuant to the Merger Agreement during the years ended December 31, 2022 and 2021 (in thousands, except for per share data): Earn-out Award Outstanding Number of Shares Weighted-Average Grant-Date Fair Value Price Per Share Balance - December 31, 2020 — $ — Granted 5,112 12.63 Forfeited (412) 12.58 Balance - December 31, 2021 4,700 $ 12.64 Granted 13 20.13 Forfeited or Canceled (61) 13.07 Vested and Canceled (1) (1,966) 5.35 Vested and Released (2,686) 7.31 Balance - December 31, 2022 — $ — (1) Represents 2 million shares withheld for tax obligation upon issuances of the Earn-out Shares on February 1, 2022. |
Summary of Employee Stock Option Valuation | The assumptions used to estimate the fair value of stock options granted during the year ended December 31, 2020 were as follows: Year Ended December 31, 2020 Expected term 5.5 – 6.1 years Expected volatility 38.5 – 44.9% Risk-free interest rate 0.3 – 1.5% Expected dividend yield 0% |
Summary of Earn-out Shares Valuation | The following table provides the assumptions used to estimate the fair value of the Private Warrants: December 31, 2022 Current stock price $ 2.80 Strike price $ 11.50 Expected term (in years) 3.56 Expected volatility 66.0% Risk-free interest rate 4.2% Expected dividend yield —% As of December 31, 2021 Current stock price $ 20.64 Expected term (in years) 5.1 Expected volatility 67.0 % Risk-free interest rate 1.3 % Expected dividend yield 0 % Year Ended December 31, 2022 2021 Current stock price $13.34 - $19.61 $13.93 – $27.86 Expected term 5.1 years 5.1 – 5.5 years Expected volatility 67.0% 40.0% – 67.0% Risk-free interest rate 1.3% 0.8% – 1.3% Expected dividend yield 0% 0% |
Summary of Employee Stock Purchase Plan Valuation | The following table summarizes the assumptions used and the resulting grant-date fair values of our ESPP granted during the years ended December 31, 2022 and 2021: Year Ended December 31, 2022 2021 Expected term 0.50 - 2.0 years 0.50 – 2.0 years Expected volatility 40.5 - 48.0% 27.9 – 43.4% Risk-free interest rate 1.6 - 4.7% 0.1 – 0.6% Expected dividend yield 0% 0% Grant-date fair value per share $0.85 - $4.64 $7.59 – $14.36 |
Summary of Stock-based Compensation Arrangement | The amount of stock-based compensation related to stock-based awards to employees in the Company’s consolidated statements of operations for the years ended December 31, 2022, 2021, and 2020 were as follows (in thousands): Year Ended December 31, 2022 2021 2020 Costs of revenue $ 5,406 $ 3,083 $ 135 Research and development 34,980 25,691 624 Selling, general, and administrative 108,104 71,831 1,746 Stock-based compensation, net of amounts capitalized 148,490 100,605 2,505 Capitalized stock-based compensation 14,114 3,632 146 Total stock-based compensation $ 162,604 $ 104,237 $ 2,651 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Loss before Income Taxes | The components of the net loss before income taxes, determined by jurisdiction, for the years ended December 31, 2022, 2021, and 2020, were as follows (in thousands): Year Ended December 31, 2022 2021 2020 United States $ (111,748) $ (339,094) $ (14,294) Foreign 1,652 817 350 Loss before income taxes $ (110,096) $ (338,277) $ (13,944) |
Schedule of Provision for Income Taxes | The provision for income taxes for the years ended December 31, 2022, 2021, and 2020 were as follows (in thousands): Year Ended December 31, 2022 2021 2020 Current State $ — $ 22 $ 8 International 1,192 146 69 Total current tax expense 1,192 168 77 United States (323) — — International 374 (385) — Total deferred tax expense 51 (385) — Total tax expense $ 1,243 $ (217) $ 77 |
Schedule of Deferred Tax Assets | The components of the deferred tax assets for the years ended December 31, 2022 and 2021 consisted of the following (in thousands): Year Ended December 31, 2022 2021 Deferred tax assets: Net operating loss carryforwards $ 71,405 $ 41,555 Research and development credits carryforward 10,382 6,858 Accruals 2,100 317 Other 1,343 348 Interest expense carryforward 315 562 Fixed assets 85 112 Stock-based compensation 13,880 10,580 Capitalized research and development costs 19,671 — Total deferred tax assets $ 119,181 $ 60,332 Less: valuation allowance (109,471) (56,344) Deferred tax liabilities: Intangibles (8,051) (3,214) Deferred commissions (1,046) (389) Right-of-use asset (601) — Total deferred tax liabilities (9,698) (3,603) Net deferred tax assets $ 12 $ 385 |
Schedule of Valuation Allowance Deferred Tax Assets | The table below presents the changes in the valuation allowance for deferred tax assets for the years ended December 31, 2022 and 2021 (in thousands): Description Balance at beginning of period Additions charges to costs and expenses Write-offs and deductions Balance at end of period Valuation allowance for deferred tax assets For the Year Ended December 31, 2022 56,344 53,127 — 109,471 For the Year Ended December 31, 2021 35,023 21,321 — 56,344 For the Year Ended December 31, 2020 31,081 3,942 — 35,023 |
Summary of Net Operating Loss Credit Carryforwards | Net operating loss and tax credit carryforwards as of December 31, 2022 were as follows (in thousands): Amount Expiration Years NOLs, federal (Post December 31, 2017) $ 228,325 Do Not Expire NOLs, federal (Pre January 1, 2018) 61,397 12/31/2031 NOLs, state 161,967 12/31/2032 Tax credits, federal 11,544 12/31/2032 Tax credits, state $ 7,289 Do Not Expire |
Schedule of Effective Income Tax Rate Reconciliation | The effective tax rate of the Company’s provision for income taxes differed from the federal statutory rate as of December 31, 2022, 2021, and 2020 as follows: Year Ended December 31, 2022 2021 2020 Statutory federal income benefit rate 21.0 % 21.0 % 21.0 % State income tax rate 7.0 1.1 7.0 Change in valuation allowance (48.3) (6.3) (28.3) Research and development credits 1.7 0.3 2.9 Other 1.7 (4.2) (0.8) Convertible notes — nondeductible — — (1.6) Section 162(m) — executive compensation (1.8) — — Stock-based compensation (12.5) (0.2) (0.9) Change in fair value of contingent earn-out liability 25.9 (8.7) — Change in fair value of warrants liabilities 5.2 (3.0) — Foreign rate differential (1.0) 0.1 — Effective tax rate (1.1) % 0.1 % (0.6) % |
Schedule of Unrecognized Tax Benefits | A reconciliation of the Company’s unrecognized tax benefits for the years ended December 31, 2022, 2021, and 2020, was as follows (in thousands): Year Ended December 31, 2022 2021 2020 Unrecognized tax benefits — beginning $ 5,003 $ 3,662 $ 2,906 Gross Increases — prior-year unrecognized tax benefits 119 — — Gross Increases — current-year unrecognized tax benefits 2,411 1,341 756 Unrecognized tax benefits — ending $ 7,533 $ 5,003 $ 3,662 |
NET LOSS PER SHARE ATTRIBUTAB_2
NET LOSS PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Summary of Net Loss Per Share Attributable to Common Stockholders, Basic and Diluted | Net loss per share attributable to common stockholders was computed by dividing net loss by the weighted-average number of common shares outstanding for the years ended December 31, 2022, 2021, and 2020 (in thousands, except for per share data): Year Ended December 31, 2022 2021 2020 Numerator : Net loss attributable to common stockholders, basic and diluted $ (111,339) $ (338,060) $ (14,021) Denominator: Weighted average shares used in computing net loss per share attributable to common stockholders, basic and diluted 283,585 131,278 32,841 Net loss per share attributable to common stockholders, basic and diluted $ (0.39) $ (2.58) $ (0.43) |
Summary of Potentially Dilutive Securities Excluded from the Computation of Diluted Net Loss Per Share Attributable to Common Stockholders | The following potentially dilutive outstanding securities were excluded from the computation of diluted net loss per share attributable to common stockholders, basic and diluted, because their effect would have been anti-dilutive or issuance of such shares is contingent upon the satisfaction of certain conditions which were not satisfied by the end of the period (shares in thousands): As of December 31, 2022 2021 2020 Public and private warrants 1,708 4,260 — Earn-out shares — 23,460 — Redeemable convertible preferred stock, all series — — 126,409 Warrants to purchase common stock — — 1,081 Common stock options outstanding 33,417 42,227 49,206 Unvested RSUs 37,176 24,744 — ESPP Shares 2,015 706 — Total potentially dilutive common stock equivalents 74,316 95,397 176,696 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Cash (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 USD ($) d | Dec. 31, 2021 USD ($) | |
Cash and Cash Equivalents [Line Items] | ||
Receivables from credit card processors | $ | $ 800 | $ 700 |
Restricted cash | $ | $ 0 | $ 468 |
Minimum | ||
Cash and Cash Equivalents [Line Items] | ||
Number of business days to convert credit card receivables to cash | d | 3 | |
Maximum | ||
Cash and Cash Equivalents [Line Items] | ||
Number of business days to convert credit card receivables to cash | d | 5 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Estimated Useful Lives (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Machinery and equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives (in years) | 2 years |
Machinery and equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives (in years) | 7 years |
Furniture and fixtures | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives (in years) | 3 years |
Capitalized software and development costs | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives (in years) | 3 years |
Leasehold improvements | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives (in years) | 10 years |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | |||||||
Jan. 18, 2022 USD ($) event shares | Jan. 01, 2022 USD ($) | Jul. 22, 2021 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares | Dec. 31, 2021 USD ($) acquisition $ / shares | Dec. 31, 2020 USD ($) acquisition | Jul. 21, 2021 $ / shares | Dec. 31, 2019 USD ($) | |
Reverse Recapitalization [Line Items] | ||||||||
Allowance for doubtful accounts (less than $0.1 million in current period) | $ 1,212 | $ 291 | $ 799 | $ 337 | ||||
Loss of excess inventory and purchase obligation | 1,000 | 0 | 100 | |||||
Remaining minimum amount committed, inventory | 4,000 | 0 | ||||||
Impairment or disposal of long-lived assets, including intangible assets | 0 | 0 | 0 | |||||
Transaction costs paid | $ 36,300 | 0 | $ 10,013 | $ 0 | ||||
Additional paid in capital, reduction of proceeds | 35,700 | |||||||
Transaction costs paid at closing | $ 600 | |||||||
Number of acquisitions closed | acquisition | 0 | 0 | ||||||
Acquisition related cost | $ 1,600 | $ 900 | ||||||
Earn-out (in shares) | shares | 23,500,000 | 23,460,000 | ||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.001 | ||||
Number of earnout triggers | event | 6 | |||||||
Earn out shares Issued after withholding of obligations | $ 21,500 | |||||||
Earn-out shares withheld for tax obligation (in shares) | shares | 2,000,000 | |||||||
Deferred sales commission | $ 4,400 | $ 1,600 | ||||||
Advertising costs | 17,300 | 10,500 | $ 4,100 | |||||
Operating lease right-of-use assets | $ 3,600 | 2,515 | $ 0 | |||||
Present value of operating lease liabilities | $ 3,800 | $ 2,750 | ||||||
Operating Lease, Liability, Statement of Financial Position [Extensible Enumeration] | Other long-term liabilities, Accrued expenses and other current liabilities | |||||||
Deferred rent for leases | $ 200 | |||||||
Matterport, Inc. | ||||||||
Reverse Recapitalization [Line Items] | ||||||||
Transaction costs paid | $ 10,000 | |||||||
Gores Holdings VI, Inc. | ||||||||
Reverse Recapitalization [Line Items] | ||||||||
Transaction costs paid | $ 26,300 |
REVERSE RECAPITALIZATION - Narr
REVERSE RECAPITALIZATION - Narrative (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||||||
Jul. 22, 2021 USD ($) $ / shares shares | Jul. 21, 2021 $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2020 USD ($) shares | Jan. 14, 2022 shares | Jul. 20, 2021 $ / shares | Jun. 30, 2020 $ / shares | ||
Reverse Recapitalization [Line Items] | |||||||||
Gross proceeds received in business combination | $ 640,100 | ||||||||
Proceeds from cash held in trust account | 345,100 | ||||||||
Redemption of common stock | $ 0 | $ 0 | $ 438 | ||||||
Transaction costs paid | 36,300 | 0 | 10,013 | 0 | |||||
Additional paid in capital, reduction of proceeds | 35,700 | ||||||||
Transaction costs | $ 600 | $ 0 | $ 565 | $ 0 | |||||
Issuance of common stock upon the reverse recapitalization, net of transaction costs (in shares) | shares | 72,500,000 | ||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.001 | $ 0.0001 | $ 0.0001 | |||||
Recapitalization exchange ratio | 4.1193 | 4.1193 | |||||||
Issuance of Series D redeemable convertible preferred stock to a customer (in shares) | shares | [1] | 52,000 | 21,708,000 | ||||||
Shares issued upon exercise of warrants (in shares) | shares | 2,000,000 | 9,100,000 | |||||||
Legacy Matterport Common Stock Warrants | |||||||||
Reverse Recapitalization [Line Items] | |||||||||
Shares issued upon exercise of warrants (in shares) | shares | 1,038,444 | ||||||||
Common Class A | |||||||||
Reverse Recapitalization [Line Items] | |||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | ||||||||
Series D redeemable convertible preferred stock | |||||||||
Reverse Recapitalization [Line Items] | |||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 2.0181 | ||||||||
Issuance of Series D redeemable convertible preferred stock to a customer (in shares) | shares | 52,236 | ||||||||
Legacy Matterport Preferred Stock | |||||||||
Reverse Recapitalization [Line Items] | |||||||||
Conversion of convertible note to Series D redeemable convertible preferred stock (in shares) | shares | 126,460,926 | ||||||||
Matterport, Inc. | |||||||||
Reverse Recapitalization [Line Items] | |||||||||
Transaction costs paid | $ 10,000 | ||||||||
Gores Holdings VI, Inc. | |||||||||
Reverse Recapitalization [Line Items] | |||||||||
Transaction costs paid | 26,300 | ||||||||
Gores Holdings VI, Inc. | Common Class A | |||||||||
Reverse Recapitalization [Line Items] | |||||||||
Additional PIPE | $ 295,000 | ||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 10 | ||||||||
Gore Holdings VI, Inc. Public Stockholders | |||||||||
Reverse Recapitalization [Line Items] | |||||||||
Redemption of common stock | $ 900 | ||||||||
Legacy Matterport Stockholders | |||||||||
Reverse Recapitalization [Line Items] | |||||||||
Issuance of common stock upon the reverse recapitalization, net of transaction costs (in shares) | shares | 218,875,000 | ||||||||
[1] (1) The shares of the Company’s common and redeemable convertible preferred stock, prior to the Merger (as defined in Note 1) have been retroactively restated to reflect the exchange ratio of approximately 4.1193 established in the Merger as described in Note 3. |
REVERSE RECAPITALIZATION - Shar
REVERSE RECAPITALIZATION - Shares Issued Immediately following Consummation of Merger (Details) - $ / shares | Jan. 18, 2022 | Jul. 22, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Jul. 21, 2021 |
Reverse Recapitalization [Line Items] | |||||
Common stock, outstanding (in shares) | 241,956,000 | 290,541,000 | 250,173,000 | ||
Issuance of common stock (shares) | 29,500,000 | ||||
Earnout shares excluded (in shares) | 23,500,000 | 23,460,000 | |||
Earnout period | 180 days | ||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.001 | |
Legacy Matterport Stockholders | |||||
Reverse Recapitalization [Line Items] | |||||
Common stock, outstanding (in shares) | 169,425,000 | ||||
Public Stockholders of Gores | |||||
Reverse Recapitalization [Line Items] | |||||
Issuance of common stock in connection with acquisitions (in shares) | 34,406,000 | ||||
Initial Stockholders' Class F Stock | |||||
Reverse Recapitalization [Line Items] | |||||
Issuance of common stock in connection with acquisitions (in shares) | 8,625,000 | ||||
Initial Stockholders' Class F Stock, Subscription Shares Excluded | |||||
Reverse Recapitalization [Line Items] | |||||
Issuance of common stock (shares) | 4,079,000 | ||||
Initial Stockholders' Class F Stock, PIPE Investment Shares Excluded | |||||
Reverse Recapitalization [Line Items] | |||||
Issuance of common stock (shares) | 15,000 | ||||
PIPE Investors, Subscription Shares Included | |||||
Reverse Recapitalization [Line Items] | |||||
Issuance of common stock (shares) | 4,079,000 | ||||
PIPE Investors, Investment Shares Included | |||||
Reverse Recapitalization [Line Items] | |||||
Issuance of common stock (shares) | 15,000 |
REVENUE - Disaggregated Revenue
REVENUE - Disaggregated Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | |||
Total revenue | $ 136,125 | $ 111,174 | $ 85,884 |
Over time revenue | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 101,057 | 73,867 | 49,260 |
Point-in-time revenue | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 35,068 | 37,307 | 36,624 |
United States | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 81,842 | 67,544 | 52,093 |
International | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | $ 54,283 | $ 43,630 | $ 33,791 |
REVENUE - Contract Balances (De
REVENUE - Contract Balances (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Revenue from Contract with Customer [Abstract] | ||
Accounts receivable, net | $ 19,037 | $ 8,898 |
Unbilled accounts receivable | 1,807 | 1,981 |
Deferred revenue | $ 17,932 | $ 11,948 |
REVENUE- Additional Information
REVENUE- Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |||
Deferred revenue recognized | $ 9.2 | $ 4.5 | $ 2.2 |
REVENUE - Remaining Performance
REVENUE - Remaining Performance Obligation (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Contracted but unsatisfied performance obligations | $ 47 | $ 25.9 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Contracted but unsatisfied performance obligations | $ 32.3 | |
Contracted but unsatisfied performance obligations, period | 12 months | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Contracted but unsatisfied performance obligations, period |
ACQUISITION - Narrative (Detail
ACQUISITION - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Jun. 10, 2022 | Jan. 05, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | ||||
Acquisition related cost | $ 1,600 | $ 900 | ||
VHT Inc | ||||
Business Acquisition [Line Items] | ||||
Purchase agreement, all cash purchase price | $ 23,000 | |||
Acquisition related cost | $ 22,700 | |||
Total revenue | 7,400 | |||
Net income (loss) | $ 1,300 | |||
Enview, Inc. | ||||
Business Acquisition [Line Items] | ||||
Acquisition related cost | $ 64,324 |
ACQUISITION - Schedule of Recog
ACQUISITION - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Jun. 10, 2022 | Jan. 05, 2022 | Dec. 31, 2021 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 69,593 | $ 0 | ||
VHT Inc | ||||
Business Acquisition [Line Items] | ||||
Goodwill | $ 15,603 | |||
Identified intangible assets | 6,900 | |||
Net assets acquired | 215 | |||
Total | $ 22,718 | |||
Enview, Inc. | ||||
Business Acquisition [Line Items] | ||||
Goodwill | $ 53,990 | |||
Identified intangible assets | 5,400 | |||
Net assets acquired | 4,934 | |||
Total | $ 64,324 |
ACQUISITION - Schedule of Finit
ACQUISITION - Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination (Details) - USD ($) $ in Thousands | Jun. 10, 2022 | Jan. 05, 2022 |
VHT Inc | Customer Relationships | ||
Business Acquisition [Line Items] | ||
Finite-lived intangible assets acquired | $ 6,900 | |
Weighted Average Life (in years) | 10 years | |
Enview, Inc. | Developed technology | ||
Business Acquisition [Line Items] | ||
Finite-lived intangible assets acquired | $ 5,400 | |
Weighted Average Life (in years) | 5 years |
ACQUISITION - Schedule of Unaud
ACQUISITION - Schedule of Unaudited Pro Forma Financial Information (Details) - VHT Inc - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | ||
Total revenue | $ 146,573 | $ 129,840 |
Net loss | $ (110,625) | $ (338,927) |
Basic earnings per share (in dollars per share) | $ (0.39) | $ (2.58) |
Diluted earnings per share (in dollars per share) | $ (0.39) | $ (2.58) |
ACQUISITION - Schedule of Busin
ACQUISITION - Schedule of Business Acquisitions, by Acquisition (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Jan. 05, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Business Acquisition [Line Items] | ||||
Common stock (1.2 million shares) | $ 19,219 | $ 0 | $ 0 | |
Total | $ 1,600 | $ 900 | ||
Closing stock price (in dollars per share) | $ 15.73 | |||
Term of agreement (not to exceed) | 2 years | |||
Common Stock | ||||
Business Acquisition [Line Items] | ||||
Stock Issued during period (in shares) | 1,200,000 | |||
Enview, Inc. | ||||
Business Acquisition [Line Items] | ||||
Cash | $ 34,957 | |||
Unpaid Consideration | 10,127 | |||
Total | 64,324 | |||
Unpaid cash | 4,300 | |||
Stock consideration | 5,800 | |||
Enview, Inc. | Common Stock | ||||
Business Acquisition [Line Items] | ||||
Common stock (1.2 million shares) | $ 19,240 |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS - Schedule of Goodwill (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | $ 0 |
Goodwill acquired | 69,593 |
Goodwill, ending balance | $ 69,593 |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS - Schedule of Intangible Assets and Goodwill (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 12,300,000 | |
Accumulated Amortization | (1,410,000) | |
Total future amortization expense | 10,890,000 | $ 0 |
Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 5,400,000 | |
Accumulated Amortization | (1,065,000) | |
Total future amortization expense | 4,335,000 | |
Customer Relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 6,900,000 | |
Accumulated Amortization | (345,000) | |
Total future amortization expense | $ 6,555,000 |
GOODWILL AND INTANGIBLE ASSET_4
GOODWILL AND INTANGIBLE ASSETS - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Amortization of Intangible Assets | $ 1.4 | $ 0 | $ 0 |
GOODWILL AND INTANGIBLE ASSET_5
GOODWILL AND INTANGIBLE ASSETS - Schedule of Finite-Lived Intangible Assets, Future Amortization Expense (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2023 | $ 1,770,000 | |
2024 | 1,770,000 | |
2025 | 1,770,000 | |
2026 | 1,770,000 | |
2027 | 705,000 | |
2028 and thereafter | 3,105,000 | |
Total future amortization expense | $ 10,890,000 | $ 0 |
BALANCE SHEET COMPONENTS - Allo
BALANCE SHEET COMPONENTS - Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |||
Balance—beginning of period | $ (291) | $ (799) | $ (337) |
Increase in reserves | (1,245) | (222) | (846) |
Write-offs | 324 | 730 | 384 |
Balance—end of period | $ (1,212) | $ (291) | $ (799) |
BALANCE SHEET COMPONENTS - Inve
BALANCE SHEET COMPONENTS - Inventories (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Balance Sheet Related Disclosures [Abstract] | ||
Finished Goods | $ 2,112 | $ 295 |
Work in process | 3,477 | 2,043 |
Purchased parts and raw materials | 5,472 | 3,255 |
Total inventories | $ 11,061 | $ 5,593 |
BALANCE SHEET COMPONENTS - Prop
BALANCE SHEET COMPONENTS - Property, Plant and Equipment, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | $ 60,699 | $ 32,371 | |
Accumulated depreciation and amortization | (30,140) | (18,253) | |
Total property and equipment, net | 30,559 | 14,118 | |
Depreciation and amortization | 13,297 | 5,824 | $ 4,778 |
Capitalized computer software additions | 26,700 | 10,800 | 5,000 |
Capitalized computer software amortization | 11,200 | 5,500 | 4,500 |
Costs of revenue | |||
Property, Plant and Equipment [Line Items] | |||
Capitalized computer software amortization | 10,200 | 4,700 | 3,900 |
Selling, general, and administrative | |||
Property, Plant and Equipment [Line Items] | |||
Capitalized computer software amortization | 1,000 | 800 | 600 |
Property, Plant and Equipment | |||
Property, Plant and Equipment [Line Items] | |||
Depreciation and amortization | 11,900 | 5,800 | $ 4,800 |
Machinery and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 3,948 | 2,324 | |
Furniture and fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 355 | 355 | |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 734 | 728 | |
Capitalized software and development costs | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | $ 55,662 | $ 28,964 |
BALANCE SHEET COMPONENTS - Accr
BALANCE SHEET COMPONENTS - Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Balance Sheet Related Disclosures [Abstract] | ||
Accrued compensation | $ 5,609 | $ 2,754 |
Tax payable | 1,669 | 1,063 |
ESPP Contribution | 341 | 693 |
Current unpaid acquisition consideration | 6,109 | 0 |
Short-term operating lease liabilities | 1,267 | 0 |
Accrued loss on firm inventory purchase commitments | 3,991 | 0 |
Other current liabilities | 4,930 | 5,516 |
Total accrued expenses and other current liabilities | $ 23,916 | $ 10,026 |
FAIR VALUE MEASUREMENTS - Asset
FAIR VALUE MEASUREMENTS - Assets on a Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Jul. 22, 2021 |
Short-term investments: | |||
Short-term investments | $ 355,815 | $ 264,931 | |
Other assets: | |||
Convertible notes receivable | 359,774 | 529,697 | |
Financial Liabilities: | |||
Warrants liability | 803 | 38,974 | $ 64,127 |
Contingent earn-out liability | 231,600 | ||
Public warrants liability | |||
Financial Liabilities: | |||
Warrants liability | 0 | 23,329 | 38,984 |
Private warrants liability | |||
Financial Liabilities: | |||
Warrants liability | 803 | 15,645 | $ 25,143 |
U.S. government and agency securities | |||
Other assets: | |||
Convertible notes receivable | 181,714 | 185,075 | |
Non-U.S. government and agency securities | |||
Other assets: | |||
Convertible notes receivable | 24,945 | 24,317 | |
Corporate debt securities | |||
Other assets: | |||
Convertible notes receivable | 118,072 | 171,321 | |
Commercial paper | |||
Other assets: | |||
Convertible notes receivable | 35,043 | 147,877 | |
Fair Value, Recurring | |||
Cash equivalents: | |||
Cash equivalents, fair value | 51,557 | 44,142 | |
Short-term investments: | |||
Short-term investments | 355,815 | 264,931 | |
Long-term investments: | |||
Long-term investments | 3,959 | 263,659 | |
Other assets: | |||
Convertible notes receivable | 1,107 | ||
Total assets measured at fair value | 411,331 | 573,839 | |
Financial Liabilities: | |||
Contingent earn-out liability | 377,576 | ||
Total liabilities measured at fair value | 803 | 416,550 | |
Fair Value, Recurring | Public warrants liability | |||
Financial Liabilities: | |||
Warrants liability | 15,645 | ||
Fair Value, Recurring | Private warrants liability | |||
Financial Liabilities: | |||
Warrants liability | 803 | 23,329 | |
Fair Value, Recurring | U.S. government and agency securities | |||
Short-term investments: | |||
Short-term investments | 181,714 | ||
Long-term investments: | |||
Long-term investments | 185,075 | ||
Fair Value, Recurring | Non-U.S. government and agency securities | |||
Short-term investments: | |||
Short-term investments | 24,946 | 24,317 | |
Fair Value, Recurring | Corporate debt securities | |||
Short-term investments: | |||
Short-term investments | 114,113 | 92,737 | |
Long-term investments: | |||
Long-term investments | 3,959 | 78,584 | |
Fair Value, Recurring | Commercial paper | |||
Short-term investments: | |||
Short-term investments | 35,042 | 147,877 | |
Fair Value, Recurring | Convertible notes receivable | |||
Other assets: | |||
Convertible notes receivable | 1,107 | ||
Fair Value, Recurring | Money market funds | |||
Cash equivalents: | |||
Cash equivalents, fair value | 51,557 | 44,142 | |
Level 1 | Fair Value, Recurring | |||
Cash equivalents: | |||
Cash equivalents, fair value | 51,557 | 44,142 | |
Short-term investments: | |||
Short-term investments | 181,714 | 0 | |
Long-term investments: | |||
Long-term investments | 0 | 185,075 | |
Other assets: | |||
Convertible notes receivable | 0 | ||
Total assets measured at fair value | 233,271 | 229,217 | |
Financial Liabilities: | |||
Contingent earn-out liability | 0 | ||
Total liabilities measured at fair value | 0 | 15,645 | |
Level 1 | Fair Value, Recurring | Public warrants liability | |||
Financial Liabilities: | |||
Warrants liability | 15,645 | ||
Level 1 | Fair Value, Recurring | Private warrants liability | |||
Financial Liabilities: | |||
Warrants liability | 0 | 0 | |
Level 1 | Fair Value, Recurring | U.S. government and agency securities | |||
Short-term investments: | |||
Short-term investments | 181,714 | ||
Long-term investments: | |||
Long-term investments | 185,075 | ||
Level 1 | Fair Value, Recurring | Non-U.S. government and agency securities | |||
Short-term investments: | |||
Short-term investments | 0 | 0 | |
Level 1 | Fair Value, Recurring | Corporate debt securities | |||
Short-term investments: | |||
Short-term investments | 0 | 0 | |
Long-term investments: | |||
Long-term investments | 0 | 0 | |
Level 1 | Fair Value, Recurring | Commercial paper | |||
Short-term investments: | |||
Short-term investments | 0 | 0 | |
Level 1 | Fair Value, Recurring | Convertible notes receivable | |||
Other assets: | |||
Convertible notes receivable | 0 | ||
Level 1 | Fair Value, Recurring | Money market funds | |||
Cash equivalents: | |||
Cash equivalents, fair value | 51,557 | 44,142 | |
Level 2 | Fair Value, Recurring | |||
Cash equivalents: | |||
Cash equivalents, fair value | 0 | 0 | |
Short-term investments: | |||
Short-term investments | 174,101 | 264,931 | |
Long-term investments: | |||
Long-term investments | 3,959 | 78,584 | |
Other assets: | |||
Convertible notes receivable | 0 | ||
Total assets measured at fair value | 178,060 | 343,515 | |
Financial Liabilities: | |||
Contingent earn-out liability | |||
Total liabilities measured at fair value | 803 | 23,329 | |
Level 2 | Fair Value, Recurring | Public warrants liability | |||
Financial Liabilities: | |||
Warrants liability | 0 | ||
Level 2 | Fair Value, Recurring | Private warrants liability | |||
Financial Liabilities: | |||
Warrants liability | 803 | 23,329 | |
Level 2 | Fair Value, Recurring | U.S. government and agency securities | |||
Short-term investments: | |||
Short-term investments | 0 | ||
Long-term investments: | |||
Long-term investments | 0 | ||
Level 2 | Fair Value, Recurring | Non-U.S. government and agency securities | |||
Short-term investments: | |||
Short-term investments | 24,946 | 24,317 | |
Level 2 | Fair Value, Recurring | Corporate debt securities | |||
Short-term investments: | |||
Short-term investments | 114,113 | 92,737 | |
Long-term investments: | |||
Long-term investments | 3,959 | 78,584 | |
Level 2 | Fair Value, Recurring | Commercial paper | |||
Short-term investments: | |||
Short-term investments | 35,042 | 147,877 | |
Level 2 | Fair Value, Recurring | Convertible notes receivable | |||
Other assets: | |||
Convertible notes receivable | 0 | ||
Level 2 | Fair Value, Recurring | Money market funds | |||
Cash equivalents: | |||
Cash equivalents, fair value | 0 | 0 | |
Level 3 | Fair Value, Recurring | |||
Cash equivalents: | |||
Cash equivalents, fair value | 0 | 0 | |
Short-term investments: | |||
Short-term investments | 0 | 0 | |
Long-term investments: | |||
Long-term investments | 0 | 0 | |
Other assets: | |||
Convertible notes receivable | 1,107 | ||
Total assets measured at fair value | 0 | 1,107 | |
Financial Liabilities: | |||
Contingent earn-out liability | 377,576 | ||
Total liabilities measured at fair value | 0 | 377,576 | |
Level 3 | Fair Value, Recurring | Public warrants liability | |||
Financial Liabilities: | |||
Warrants liability | 0 | ||
Level 3 | Fair Value, Recurring | Private warrants liability | |||
Financial Liabilities: | |||
Warrants liability | 0 | 0 | |
Level 3 | Fair Value, Recurring | U.S. government and agency securities | |||
Short-term investments: | |||
Short-term investments | 0 | ||
Long-term investments: | |||
Long-term investments | 0 | ||
Level 3 | Fair Value, Recurring | Non-U.S. government and agency securities | |||
Short-term investments: | |||
Short-term investments | 0 | 0 | |
Level 3 | Fair Value, Recurring | Corporate debt securities | |||
Short-term investments: | |||
Short-term investments | 0 | 0 | |
Long-term investments: | |||
Long-term investments | 0 | 0 | |
Level 3 | Fair Value, Recurring | Commercial paper | |||
Short-term investments: | |||
Short-term investments | 0 | 0 | |
Level 3 | Fair Value, Recurring | Convertible notes receivable | |||
Other assets: | |||
Convertible notes receivable | 1,107 | ||
Level 3 | Fair Value, Recurring | Money market funds | |||
Cash equivalents: | |||
Cash equivalents, fair value | $ 0 | $ 0 |
FAIR VALUE MEASUREMENTS - Recon
FAIR VALUE MEASUREMENTS - Reconciliation of Asset and Liability (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | |
Beginning balance | $ 0 |
Transfer of Private Warrants to Level 3 | 3,416 |
Change in fair value | (2,613) |
Ending balance | $ 803 |
FAIR VALUE MEASUREMENTS - Amort
FAIR VALUE MEASUREMENTS - Amortized Cost, Unrealized Gains and Losses, and FV of AFS Debt Securities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Investments: | ||
Total available-for-sale investments | $ 364,808 | $ 531,184 |
Unrealized Gains | 0 | 107 |
Unrealized Losses | (5,034) | (1,594) |
Fair Value | 359,774 | 529,697 |
U.S. government and agency securities | ||
Investments: | ||
Total available-for-sale investments | 185,371 | 186,113 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | (3,657) | (1,038) |
Fair Value | 181,714 | 185,075 |
Non-U.S. government and agency securities | ||
Investments: | ||
Total available-for-sale investments | 24,989 | 24,385 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | (44) | (68) |
Fair Value | 24,945 | 24,317 |
Corporate debt securities | ||
Investments: | ||
Total available-for-sale investments | 119,396 | 171,772 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | (1,324) | (451) |
Fair Value | 118,072 | 171,321 |
Commercial paper | ||
Investments: | ||
Total available-for-sale investments | 35,052 | 147,914 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | (9) | (37) |
Fair Value | 35,043 | 147,877 |
Convertible notes receivable | ||
Investments: | ||
Total available-for-sale investments | $ 1,000 | 1,000 |
Unrealized Gains | 107 | |
Unrealized Losses | 0 | |
Fair Value | $ 1,107 |
FAIR VALUE MEASUREMENTS - Narra
FAIR VALUE MEASUREMENTS - Narrative (Details) | 12 Months Ended | ||
Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Jan. 31, 2021 USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
AFS, Less than 12 months, gross unrealized losses | $ 200,000 | $ 1,600,000 | |
AFS, in continuous unrealized loss position, less than 12 months | 49,400,000 | ||
Convertible notes receivable | 359,774,000 | 529,697,000 | |
Unrealized loss position for more than 12 months | 4,800,000 | ||
AFS, in continuous unrealized loss position, 12 months or longer | 291,000,000 | ||
Debt securities, allowance for credit loss | 0 | 0 | |
Amortized-based cost | 364,808,000 | 531,184,000 | |
Convertible notes receivable | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Convertible notes receivable | 1,107,000 | ||
Impairment loss | 1,100,000 | ||
Amortized-based cost | 1,000,000 | $ 1,000,000 | |
Accrued interest | $ 100,000 | ||
Level 3 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Long-term investments | $ 1,000,000 | ||
Convertible notes receivable, interest rate (percent) | 0.050 |
FAIR VALUE MEASUREMENTS - Amo_2
FAIR VALUE MEASUREMENTS - Amortized Cost and Fair Value by Maturity (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value Disclosures [Abstract] | ||
Due within one year | $ 360,812 | |
Due between one and three years | 3,996 | |
Total available-for-sale investments | 364,808 | $ 531,184 |
Fair value, due within one year | 355,815 | |
Fair value, due between one and three years | 3,959 | |
Total available-for-sale investments | $ 359,774 | $ 529,697 |
DEBT - Narrative (Details)
DEBT - Narrative (Details) | 1 Months Ended | 12 Months Ended | |||||||||||||||
Oct. 12, 2020 USD ($) | Apr. 17, 2020 USD ($) | Feb. 20, 2020 USD ($) loan_facility payment | Sep. 27, 2019 USD ($) | Sep. 16, 2019 USD ($) payment | Apr. 20, 2018 USD ($) payment | Oct. 26, 2017 USD ($) payment | May 22, 2017 USD ($) | Sep. 23, 2016 USD ($) | May 20, 2015 USD ($) payment | Jul. 31, 2021 USD ($) | Apr. 30, 2020 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Apr. 28, 2020 USD ($) | Apr. 27, 2020 USD ($) | |
Debt Instrument [Line Items] | |||||||||||||||||
Proceeds from debt, net | $ 0 | $ 0 | $ 6,221,000 | ||||||||||||||
Amortization of debt discount | 0 | 135,000 | 223,000 | ||||||||||||||
Loss on extinguishment of debt | 0 | 210,000 | 955,000 | ||||||||||||||
2019 Term Loan and Line of Credit | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Amortization of debt discount | 0 | 200,000 | 300,000 | ||||||||||||||
Term Loan | 2015 Term Loan | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Term loan, maximum amount | $ 4,000,000 | ||||||||||||||||
Proceeds from debt, net | $ 4,000,000 | ||||||||||||||||
Number of equal installment payments | payment | 36 | ||||||||||||||||
Term Loan | 2015 Term Loan | Prime Rate | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Basis spread on floating rate (percent) | 1% | ||||||||||||||||
Term Loan | 2017 Term Loan | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Term loan, maximum amount | $ 1,500,000 | ||||||||||||||||
Proceeds from debt, net | $ 1,500,000 | ||||||||||||||||
Number of equal installment payments | payment | 36 | ||||||||||||||||
Stated interest rate (percent) | 5.25% | ||||||||||||||||
Debt repaid in full | $ 1,000,000 | ||||||||||||||||
Term Loan | 2017 Term Loan | Prime Rate | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Basis spread on floating rate (percent) | 1% | ||||||||||||||||
Term Loan | 2019 Term Loan | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Term loan, maximum amount | 3,000,000 | ||||||||||||||||
Proceeds from debt, net | $ 3,000,000 | ||||||||||||||||
Number of equal installment payments | payment | 36 | 36 | |||||||||||||||
Stated interest rate (percent) | 5.25% | 5.25% | |||||||||||||||
Repayment of term loan | 2,400,000 | 600,000 | |||||||||||||||
Term Loan | 2019 Term Loan | Prime Rate | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Basis spread on floating rate (percent) | 1% | ||||||||||||||||
Term Loan | 2018 Agreement | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Term loan, maximum amount | $ 10,000,000 | ||||||||||||||||
Stated interest rate (percent) | 11.50% | ||||||||||||||||
Principal amount outstanding | 5,100,000 | ||||||||||||||||
Repayment of term loan | 5,600,000 | 3,200,000 | |||||||||||||||
Number of monthly scheduled installment payments | payment | 48 | ||||||||||||||||
Period of interest-only payments | 12 months | ||||||||||||||||
Final payment due at maturity or prepayment date | $ 100,000 | 500,000 | |||||||||||||||
Interest expense | 0 | 300,000 | 800,000 | ||||||||||||||
Payment of final payment fee | 500,000 | ||||||||||||||||
Loss on extinguishment of debt | 100,000 | ||||||||||||||||
Term Loan | 2020 Term Loan | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Term loan, maximum amount | $ 2,000,000 | ||||||||||||||||
Number of equal installment payments | payment | 24,000,000 | ||||||||||||||||
Stated interest rate (percent) | 4.75% | ||||||||||||||||
Repayment of term loan | 2,000,000 | ||||||||||||||||
Interest expense | $ 0 | 200,000 | 100,000 | ||||||||||||||
Loss on extinguishment of debt | $ 100,000 | ||||||||||||||||
Number of term loan facilities | loan_facility | 2 | ||||||||||||||||
Aggregated annual coupon payment | $ 100,000 | ||||||||||||||||
Term Loan | 2020 Term Loan - Facility A | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Term loan, maximum amount | $ 1,000,000 | ||||||||||||||||
Proceeds from debt, net | $ 1,000,000 | ||||||||||||||||
Debt maturity period | 36 months | ||||||||||||||||
Term Loan | 2020 Term Loan - Facility B | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Term loan, maximum amount | $ 1,000,000 | ||||||||||||||||
Proceeds from debt, net | $ 1,000,000 | ||||||||||||||||
Debt maturity period | 30 months | ||||||||||||||||
Line of Credit | 2015 Account Financing | Revolving Credit Facility | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Maximum borrowing capacity | $ 1,000,000 | ||||||||||||||||
Line of Credit | 2015 Amended and Restated Agreement | Revolving Credit Facility | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Maximum borrowing capacity | $ 2,000,000 | ||||||||||||||||
Line of Credit | 2015 Amended and Restated Agreement | Prime Rate | Revolving Credit Facility | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Basis spread on floating rate (percent) | 0.50% | ||||||||||||||||
Line of Credit | 2017 Second Amended and Restated Agreement | Revolving Credit Facility | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Maximum borrowing capacity | $ 3,000,000 | $ 3,000,000 | |||||||||||||||
Stated interest rate (percent) | 5.25% | ||||||||||||||||
Proceeds from line of credit | $ 3,000,000 | ||||||||||||||||
Line of Credit | 2017 Second Amended and Restated Agreement | Prime Rate | Revolving Credit Facility | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Basis spread on floating rate (percent) | 0.50% | ||||||||||||||||
Line of Credit | 2020 Amendment | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Principal amount outstanding | 3,000,000 | ||||||||||||||||
Line of Credit | 2020 Amendment | Revolving Credit Facility | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Maximum borrowing capacity | $ 5,000,000 | ||||||||||||||||
Stated interest rate (percent) | 5.25% | ||||||||||||||||
Debt repaid in full | $ 3,000,000 | ||||||||||||||||
Notes Payable to Banks | Paycheck Protection Program CARES Act | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Interest expense | $ 100,000 | ||||||||||||||||
Debt maturity period | 2 years | ||||||||||||||||
Notes payable | $ 4,300,000 | ||||||||||||||||
Fixed annual interest rate (percent) | 1% |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Narrative (Details) | 12 Months Ended | ||||||||
May 16, 2022 patent | May 11, 2020 patent | Dec. 31, 2022 USD ($) lease $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2020 USD ($) | Jul. 22, 2021 $ / shares shares | Jul. 21, 2021 $ / shares shares | Jul. 20, 2021 $ / shares shares | Jul. 19, 2021 shares | |
Loss Contingencies [Line Items] | |||||||||
Total operating lease cost | $ 2,100,000 | ||||||||
Rent expense | $ 1,800,000 | $ 2,500,000 | |||||||
Weighted average remaining lease term, operating leases | 2 years 1 month 6 days | ||||||||
Weighted average discount rate, operating lease liability | 3.30% | ||||||||
Operating lease, payments | $ 1,200,000 | ||||||||
Right-of-use asset obtained in exchange for operating lease liability | $ 0 | ||||||||
Number of new operating leases | lease | 0 | ||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.001 | |||||
Common stock, authorized (in shares) | shares | 640,000,000 | 640,000,000 | 640,000,000 | 232,700,000 | |||||
Number of patents allegedly infringed | patent | 4 | ||||||||
Patents found not infringed | patent | 4 | ||||||||
Additional patent found not infringed | patent | 1 | ||||||||
Estimated litigation liability | $ 0 | $ 0 | $ 0 | ||||||
Common Class A | |||||||||
Loss Contingencies [Line Items] | |||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | ||||||||
Common stock, authorized (in shares) | shares | 600,000,000 | 400,000,000 | |||||||
Common Class F | |||||||||
Loss Contingencies [Line Items] | |||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES - Lessee, Operating Lease, Liability, Maturity (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Jan. 01, 2022 |
Commitments and Contingencies Disclosure [Abstract] | ||
2023 | $ 1,339 | |
2024 | 1,306 | |
2025 | 207 | |
Thereafter | 0 | |
Total | 2,852 | |
Less: imputed interest | (102) | |
Present value of operating lease liabilities | 2,750 | $ 3,800 |
Current portion of operating lease liabilities | 1,267 | |
Long-term operating lease liabilities | $ 1,483 | |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Accrued expenses and other current liabilities | |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other long-term liabilities |
COMMITMENTS AND CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES - Future Minimum Lease payments (Details) $ in Thousands | Dec. 31, 2021 USD ($) |
Lessee, Operating Lease, Liability, to be Paid [Abstract] | |
2022 | $ 1,312 |
2023 | 1,339 |
2024 | 1,306 |
2025 | 207 |
Thereafter | 0 |
Total operating lease payments | $ 4,164 |
COMMITMENTS AND CONTINGENCIES_4
COMMITMENTS AND CONTINGENCIES - Future Minimum Operating Lease Payments and Purchase Obligations (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Purchase Obligation, Fiscal Year Maturity [Abstract] | |
2023 | $ 19,032 |
2024 | 8,204 |
Thereafter | 0 |
Total | $ 27,236 |
CONVERTIBLE NOTES - Additional
CONVERTIBLE NOTES - Additional Information (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Apr. 30, 2020 USD ($) $ / shares shares | Jun. 30, 2020 USD ($) $ / shares shares | Mar. 31, 2020 USD ($) $ / shares | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Series D redeemable convertible preferred stock | ||||||
Debt Instrument [Line Items] | ||||||
Conversion of convertible debt plus interest into Series D redeemable convertible preferred stock (in dollars per share) | $ / shares | $ 1.8163 | |||||
Redeemable convertible preferred, issued (in shares) | shares | 21,708,519 | |||||
Redeemable convertible preferred issued (in dollars per share) | $ / shares | $ 2.0181 | |||||
Proceeds from issuance of redeemable convertible preferred stock | $ 43,800,000 | |||||
Conversion of debt, shares issued (in shares) | shares | 4,728,975 | |||||
Aggregate proceeds from convertible preferred stock financing and converted notes | $ 52,400,000 | |||||
2020 Notes | ||||||
Debt Instrument [Line Items] | ||||||
Conversion of debt to redeemable convertible preferred stock, trigger amount | $ 10,000,000 | |||||
Conversion of debt to redeemable convertible preferred stock, discount rate (percent) | 0.150 | 0.100 | ||||
2020 Notes | Series D redeemable convertible preferred stock | ||||||
Debt Instrument [Line Items] | ||||||
Conversion of convertible debt plus interest into Series D redeemable convertible preferred stock (in dollars per share) | $ / shares | $ 2.0181 | |||||
2020 Notes | Convertible Notes | ||||||
Debt Instrument [Line Items] | ||||||
Proceeds from issuance of convertible notes | $ 8,500,000 | |||||
Stated interest rate (percent) | 5% | |||||
Unpaid accrued interest | 8,600,000 | |||||
Fair value of embedded derivative | $ 900,000 | $ 1,000,000 | ||||
Interest expense | $ 0 | $ 0 | $ 100,000 |
REDEEMABLE CONVERTIBLE PREFER_2
REDEEMABLE CONVERTIBLE PREFERRED STOCK - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jul. 22, 2021 | Dec. 31, 2021 | |
Class of Stock [Line Items] | ||
Conversion of Legacy Matterport preferred shares | $ 164,461 | |
Common Stock | ||
Class of Stock [Line Items] | ||
Aggregate shares issued upon conversion of Legacy Matterport preferred stock (in shares) | 126,460,926 | |
Conversion of Legacy Matterport preferred shares | $ 164,500 |
STOCKHOLDERS_ EQUITY - Narrativ
STOCKHOLDERS’ EQUITY - Narrative (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | |||||||
Jul. 22, 2021 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) lender $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2020 USD ($) shares | Jan. 14, 2022 shares | Jul. 21, 2021 $ / shares shares | Dec. 31, 2019 shares | ||
Class of Stock [Line Items] | ||||||||
Issuance of common stock upon the reverse recapitalization, net of transaction costs (in shares) | shares | 72,500,000 | |||||||
Gross proceeds received in business combination | $ 640,100 | |||||||
Redemption of common stock | $ 0 | $ 0 | $ 438 | |||||
Transaction costs paid | 36,300 | 0 | 10,013 | 0 | ||||
Additional paid in capital, reduction of proceeds | 35,700 | |||||||
Transaction costs | $ 600 | $ 0 | $ 565 | 0 | ||||
Common stock, authorized (in shares) | shares | 640,000,000 | 640,000,000 | 640,000,000 | 232,700,000 | ||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.001 | ||||
Stock, authorized (in shares) | shares | 670,000,000 | |||||||
Stock, par value (in dollars per share) | $ / shares | $ 0.0001 | |||||||
Preferred stock, authorized (in shares) | shares | 30,000,000 | |||||||
Common stock, outstanding (in shares) | shares | 241,956,000 | 290,541,000 | 250,173,000 | |||||
Warrants, contractual life | 5 years | |||||||
Shares issued upon exercise of warrants (in shares) | shares | 2,000,000 | 9,100,000 | ||||||
Amortization of debt discount | $ 0 | $ 135 | $ 223 | |||||
Common Stock | ||||||||
Class of Stock [Line Items] | ||||||||
Issuance of common stock upon the reverse recapitalization, net of transaction costs (in shares) | shares | [1] | 72,531,000 | ||||||
Common stock, outstanding (in shares) | shares | [1] | 290,541,000 | 250,173,000 | 38,981,000 | 32,132,000 | |||
Number of lenders | lender | 3 | |||||||
Warrants, contractual life | 10 years | |||||||
Shares issued upon exercise of warrants (in shares) | shares | 1,000,000 | |||||||
Warrants | ||||||||
Class of Stock [Line Items] | ||||||||
Amortization of debt discount | $ 200 | |||||||
Matterport, Inc. | ||||||||
Class of Stock [Line Items] | ||||||||
Transaction costs paid | $ 10,000 | |||||||
Gore Holdings VI, Inc. Public Stockholders | ||||||||
Class of Stock [Line Items] | ||||||||
Redemption of common stock | 900 | |||||||
Gores Holdings VI, Inc. | ||||||||
Class of Stock [Line Items] | ||||||||
Transaction costs paid | $ 26,300 | |||||||
[1] (1) The shares of the Company’s common and redeemable convertible preferred stock, prior to the Merger (as defined in Note 1) have been retroactively restated to reflect the exchange ratio of approximately 4.1193 established in the Merger as described in Note 3. |
STOCKHOLDERS_ EQUITY - Shares R
STOCKHOLDERS’ EQUITY - Shares Reserved for Future Issuance (Details) shares in Thousands | Dec. 31, 2022 shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Total shares of common stock reserved | 81,534 |
Public and private warrants to purchase common stock | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Total shares of common stock reserved | 1,708 |
Common stock options outstanding and unvested RSUs | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Total shares of common stock reserved | 70,593 |
Shares available for future grant under 2021 Employee Stock Purchase Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Total shares of common stock reserved | 8,961 |
Shares available for future grant under 2021 Incentive Award Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Total shares of common stock reserved | 272 |
STOCKHOLDERS_ EQUITY - Accumula
STOCKHOLDERS’ EQUITY - Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | $ 268,163 | $ (120,700) |
Net unrealized loss | (3,495) | (1,674) |
Ending balance | 583,911 | 268,163 |
Total | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | (1,539) | 135 |
Ending balance | (5,034) | (1,539) |
Foreign Currency Translation, Net of Tax | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | (52) | 135 |
Net unrealized loss | 0 | (187) |
Ending balance | (52) | (52) |
Unrealized Losses on Available-for-Sale Debt Securities, Net of Tax | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | (1,487) | 0 |
Net unrealized loss | (3,495) | (1,487) |
Ending balance | $ (4,982) | $ (1,487) |
PUBLIC AND PRIVATE WARRANTS (De
PUBLIC AND PRIVATE WARRANTS (Details) $ / shares in Units, $ in Thousands | 5 Months Ended | 12 Months Ended | |||||
Jul. 21, 2021 d $ / shares shares | Dec. 31, 2021 $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2020 USD ($) | Jan. 14, 2022 USD ($) $ / shares shares | Jul. 22, 2021 shares | |
Class of Warrant or Right [Line Items] | |||||||
Warrants issued (in shares) | 4,260,000 | 1,708,000 | 4,260,000 | 11,350,000 | |||
Number of shares purchasable with each warrant (in shares) | 1 | ||||||
Warrant, exercise price (in dollars per share) | $ / shares | $ 11.50 | $ 11.50 | |||||
Warrants, contractual life | 5 years | ||||||
Redemption price per warrant (in dollars per share) | $ / shares | $ 0.01 | ||||||
Days between end of trading-day period and notice of redemption to warrant holders | 3 days | ||||||
Shares issued upon exercise of warrants (in shares) | 2,000,000 | 9,100,000 | |||||
Proceeds from exercise of warrants | $ | $ 27,844 | $ 76,607 | $ 0 | ||||
Warrant Activity [Roll Forward] | |||||||
Warrants outstanding, beginning (in shares) | 4,260,000 | ||||||
Warrants Exercised (in shares) | (7,090,000) | (1,993,000) | |||||
Warrants Redeemed (in shares) | (559,000) | ||||||
Warrants outstanding, ending (in shares) | 4,260,000 | 1,708,000 | 4,260,000 | ||||
Public warrants liability | |||||||
Class of Warrant or Right [Line Items] | |||||||
Warrants issued (in shares) | 6,900,000 | 2,552,000 | 0 | 2,552,000 | |||
Warrant, exercise price (in dollars per share) | $ / shares | $ 11.50 | ||||||
Prior written notice of redemption, period | 30 days | ||||||
Redemption price per warrant (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | |||||
Warrant redemption, trigger price (in dollars per share) | $ / shares | $ 18 | ||||||
Warrant redemption, number of trading days at or above trigger price | d | 20 | ||||||
Days included in warrant redemption trading day period | d | 30 | ||||||
Warrant redemption, period after warrants become exercisable | 90 days | ||||||
Warrant redemption, number of trading days Included in fair market value average | d | 10 | ||||||
Warrant, fair value redemption (in dollars per share) | $ / shares | $ 10 | ||||||
Shares issued upon exercise of warrants (in shares) | 2,000,000 | 6,400,000 | |||||
Warrants and rights unexercised and outstanding | $ | $ 600 | ||||||
Warrant Activity [Roll Forward] | |||||||
Warrants outstanding, beginning (in shares) | 6,900,000 | 2,552,000 | |||||
Warrants Exercised (in shares) | (4,348,000) | (1,993,000) | |||||
Warrants Redeemed (in shares) | (559,000) | ||||||
Warrants outstanding, ending (in shares) | 6,900,000 | 2,552,000 | 0 | 2,552,000 | |||
Warrants, fair value (in dollars per share) | $ / shares | $ 9.14 | $ 9.14 | |||||
Private warrants liability | |||||||
Class of Warrant or Right [Line Items] | |||||||
Warrants issued (in shares) | 1,708,000 | 1,708,000 | 1,708,000 | 4,450,000 | |||
Private placement warrant vesting period | 30 days | ||||||
Shares issued upon exercise of warrants (in shares) | 2,700,000 | ||||||
Proceeds from exercise of warrants | $ | $ 104,400 | ||||||
Warrant Activity [Roll Forward] | |||||||
Warrants outstanding, beginning (in shares) | 1,708,000 | ||||||
Warrants Exercised (in shares) | (2,742,000) | 0 | |||||
Warrants Redeemed (in shares) | 0 | ||||||
Warrants outstanding, ending (in shares) | 1,708,000 | 1,708,000 | 1,708,000 | ||||
Warrants, fair value (in dollars per share) | $ / shares | $ 9.16 | $ 0.47 | $ 9.16 | ||||
Public and private warrants | |||||||
Class of Warrant or Right [Line Items] | |||||||
Shares issued upon exercise of warrants (in shares) | 7,100,000 | ||||||
Proceeds from exercise of warrants | $ | $ 76,600 | ||||||
Warrant Activity [Roll Forward] | |||||||
Warrants, redemption date fair value (in dollars per share) | $ / shares | $ 2 |
PUBLIC AND PRIVATE WARRANTS - V
PUBLIC AND PRIVATE WARRANTS - Valuation Assumptions to Fair Value of Private Warrants (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Current stock price | ||
Class of Warrant or Right [Line Items] | ||
Derivative liability, measurement input | 20.64 | |
Expected volatility | ||
Class of Warrant or Right [Line Items] | ||
Derivative liability, measurement input | 0.670 | |
Risk-free interest rate | ||
Class of Warrant or Right [Line Items] | ||
Derivative liability, measurement input | 0.013 | |
Expected dividend yield | ||
Class of Warrant or Right [Line Items] | ||
Derivative liability, measurement input | 0 | |
Private warrants liability | Current stock price | ||
Class of Warrant or Right [Line Items] | ||
Derivative liability, measurement input | 2.80 | |
Private warrants liability | Strike price | ||
Class of Warrant or Right [Line Items] | ||
Derivative liability, measurement input | 11.50 | |
Private warrants liability | Expected term (in years) | ||
Class of Warrant or Right [Line Items] | ||
Derivative liability, measurement input, term | 3 years 6 months 21 days | |
Private warrants liability | Expected volatility | ||
Class of Warrant or Right [Line Items] | ||
Derivative liability, measurement input | 0.660 | |
Private warrants liability | Risk-free interest rate | ||
Class of Warrant or Right [Line Items] | ||
Derivative liability, measurement input | 0.042 | |
Private warrants liability | Expected dividend yield | ||
Class of Warrant or Right [Line Items] | ||
Derivative liability, measurement input | 0 |
PUBLIC AND PRIVATE WARRANTS - F
PUBLIC AND PRIVATE WARRANTS - Fair Value (Details) - USD ($) $ in Thousands | 5 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Warrant Liability [Roll Forward] | ||||
Warrants outstanding, beginning (in shares) | $ 38,974 | |||
Change in fair value of warrants liabilities | $ 48,370 | (27,035) | $ 48,370 | $ 0 |
Warrants Exercised | (73,523) | (10,018) | ||
Warrants Redemption | (1,118) | |||
Warrants outstanding, ending (in shares) | 38,974 | 803 | 38,974 | |
Public Warrants | ||||
Warrant Liability [Roll Forward] | ||||
Warrants outstanding, beginning (in shares) | 23,329 | |||
Change in fair value of warrants liabilities | 29,431 | (12,193) | ||
Warrants Exercised | (45,086) | (10,018) | ||
Warrants Redemption | (1,118) | |||
Warrants outstanding, ending (in shares) | 23,329 | 0 | 23,329 | |
Private Warrants | ||||
Warrant Liability [Roll Forward] | ||||
Warrants outstanding, beginning (in shares) | 15,645 | |||
Change in fair value of warrants liabilities | 18,939 | (14,842) | ||
Warrants Exercised | (28,437) | 0 | ||
Warrants Redemption | 0 | |||
Warrants outstanding, ending (in shares) | $ 15,645 | $ 803 | $ 15,645 |
CONTINGENT EARN-OUT AWARDS - Na
CONTINGENT EARN-OUT AWARDS - Narrative (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Jan. 18, 2022 event shares | Jul. 22, 2021 USD ($) d tranche $ / shares shares | Dec. 31, 2022 USD ($) $ / shares | |
Reverse Recapitalization [Line Items] | |||
Earn-out (in shares) | 23,500,000 | 23,460,000 | |
Number of tranches of earn-out shares | tranche | 6 | ||
Earn-out share release, number of trading days above trigger price | d | 10 | ||
Earn-out share release, number of consecutive trading days in trigger period | d | 30 | ||
Equity earn-out period start, number of days after Closing | d | 180 | ||
Estimated fair value of total earn-out shares at Closing | $ | $ 294,800 | ||
Contingent earn-out liability | $ | $ 231,600 | ||
Number of triggering events | event | 6 | ||
Earn out shares issued (in shares) | 18,800,000 | ||
Common stock price (in dollars per share) | $ / shares | $ 12.89 | ||
Issuance of Earn-out Shares upon triggering events | $ | $ (242,429) | ||
Unvested RSUs | |||
Reverse Recapitalization [Line Items] | |||
Pro rate earnout shares issuable for holders | 4,700,000 | ||
Weighted Average Share Price in Excess of $13.00 | |||
Reverse Recapitalization [Line Items] | |||
Earn-out (in shares) | 3,910,000 | ||
Earn-out period stock price trigger (in dollars per share) | $ / shares | $ 13 | ||
Weighted Average Share Price in Excess of $15.50 | |||
Reverse Recapitalization [Line Items] | |||
Earn-out (in shares) | 3,910,000 | ||
Earn-out period stock price trigger (in dollars per share) | $ / shares | $ 15.50 | ||
Weighted Average Share Price in Excess of $18.00 | |||
Reverse Recapitalization [Line Items] | |||
Earn-out (in shares) | 3,910,000 | ||
Earn-out period stock price trigger (in dollars per share) | $ / shares | $ 18 | ||
Weighted Average Share Price in Excess of $20.50 | |||
Reverse Recapitalization [Line Items] | |||
Earn-out (in shares) | 3,910,000 | ||
Earn-out period stock price trigger (in dollars per share) | $ / shares | $ 20.50 | ||
Weighted Average Share Price in Excess of $23.00 | |||
Reverse Recapitalization [Line Items] | |||
Earn-out (in shares) | 3,910,000 | ||
Earn-out period stock price trigger (in dollars per share) | $ / shares | $ 23 | ||
Weighted Average Share Price in Excess of $25.50 | |||
Reverse Recapitalization [Line Items] | |||
Earn-out (in shares) | 3,910,000 | ||
Earn-out period stock price trigger (in dollars per share) | $ / shares | $ 25.50 |
CONTINGENT EARN-OUT AWARDS - Va
CONTINGENT EARN-OUT AWARDS - Valuation Assumptions (Details) | Dec. 31, 2021 |
Current stock price | |
Reverse Recapitalization [Line Items] | |
Derivative liability, measurement input | 20.64 |
Expected term (in years) | |
Reverse Recapitalization [Line Items] | |
Derivative liability, measurement input period | 5 years 1 month 6 days |
Expected volatility | |
Reverse Recapitalization [Line Items] | |
Derivative liability, measurement input | 0.670 |
Risk-free interest rate | |
Reverse Recapitalization [Line Items] | |
Derivative liability, measurement input | 0.013 |
Expected dividend yield | |
Reverse Recapitalization [Line Items] | |
Derivative liability, measurement input | 0 |
CONTINGENT EARN-OUT AWARDS - Ro
CONTINGENT EARN-OUT AWARDS - Rollforward of Contingent Earn-out Liability (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | $ 377,576 | $ 0 |
Contingent earn-out liability recognized upon the closing of the Merger | 231,627 | |
Reallocation of Earn-out Shares to earn-out liability upon forfeitures | 896 | 5,495 |
Change in fair value of earn-out liability | (136,043) | 140,454 |
Issuance of Earn-out Shares upon triggering events | (242,429) | |
Ending balance | $ 0 | $ 377,576 |
STOCK PLAN - Narrative (Details
STOCK PLAN - Narrative (Details) | 3 Months Ended | 12 Months Ended | ||||||
Jan. 18, 2022 event shares | Jul. 22, 2021 USD ($) purchase_period shares | Dec. 31, 2022 USD ($) shares | Dec. 31, 2022 USD ($) shares | Dec. 31, 2021 USD ($) shares | Dec. 31, 2020 USD ($) shares | Apr. 01, 2021 shares | Feb. 12, 2021 shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Unrecognized stock-based expense related to unvested options | $ | $ 1,200,000 | $ 1,200,000 | ||||||
Stock-based compensation expense | $ | $ 148,490,000 | $ 100,605,000 | $ 2,505,000 | |||||
Exercisable (in shares) | 29,786,000 | 29,786,000 | ||||||
Number of earnout triggers | event | 6 | |||||||
Earn-out (in shares) | 23,500,000 | 23,460,000 | ||||||
Earn-out shares withheld for tax obligation (in shares) | 2,000,000 | |||||||
Granted (in shares) | 0 | 0 | 13,349,000 | |||||
ISOs | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Unrecognized stock-based expense, period for recognition | 1 year 4 months 24 days | |||||||
Modified PSOs | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Modified performance-based options outstanding (in shares) | 866,597 | |||||||
Stock-based compensation expense | $ | $ 8,100,000 | |||||||
Exercisable (in shares) | 866,597 | |||||||
PRSUs | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Unrecognized stock-based expense, period for recognition | 1 year 4 months 24 days | |||||||
Stock-based compensation expense | $ | $ 6,100,000 | |||||||
Unrecognized stock-based expense, other than options | $ | $ 4,200,000 | $ 4,200,000 | ||||||
PRSUs | Service-based Vesting | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting period | 4 years | |||||||
PRSUs | Service-based Cliff Vesting Period | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting period | 1 year | |||||||
RSUs | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Unrecognized stock-based expense, period for recognition | 2 years 9 months 18 days | |||||||
Unrecognized stock-based expense, other than options | $ | 343,700,000 | $ 343,700,000 | ||||||
Pro rate earnout shares issuable for holders | 4,700,000 | |||||||
Earn-out shares issued | 2,700,000 | |||||||
Earn-out shares | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Unrecognized stock-based expense, other than options | $ | $ 27,600,000 | $ 27,600,000 | ||||||
2011 Stock Plan | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Shares available for grant under the plan (in shares) | 0 | |||||||
2011 Stock Plan | ISOs | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of shares authorized under the plan (in shares) | 67,800,000 | |||||||
2021 Plan | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Shares available for grant under the plan (in shares) | 300,000 | 300,000 | ||||||
2021 Plan | Common Class A | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Shares available for grant under the plan (in shares) | 24,200,000 | |||||||
Shares available for grant under the plan, as percentage of shares outstanding at closing (percent) | 10% | |||||||
Annual increase to shares available for grant under the plan as percentage of shares outstanding at prior year end (percent) | 5% | |||||||
2021 Plan | ISOs | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Shares available for grant under the plan (in shares) | 181,500,000 | |||||||
Number of shares assumed | 2,100,000 | |||||||
2021 ESPP | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Shares available for grant under the plan (in shares) | 7,300,000 | 9,000,000 | 9,000,000 | |||||
Shares available for grant under the plan, as percentage of shares outstanding at closing (percent) | 3% | |||||||
Annual increase to shares available for grant under the plan as percentage of shares outstanding at prior year end (percent) | 1% | |||||||
Shares available for grant, as maximum percentage of shares outstanding at closing (percent) | 15.25% | |||||||
Purchase price of common stock under the plan (percent) | 85% | |||||||
Offering period length under the plan | 24 months | |||||||
Maximum employee subscription rate as a percentage of eligible compensation under the plan (percent) | 15% | |||||||
Maximum number of shares per employee (in shares) | 3,000 | |||||||
Offering period | 12,000 | |||||||
Maximum employee contribution amount | $ | $ 25,000 | |||||||
Number of purchase periods | purchase_period | 4 | |||||||
Purchase period | 6 months | |||||||
Shares purchased during the period (in shares) | 800,000 | |||||||
Unrecognized stock-based expense, period for recognition | 1 year 4 months 24 days | |||||||
Unrecognized stock-based expense, other than options | $ | $ 2,900,000 | $ 2,900,000 | ||||||
2021 ESPP | ISOs | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Shares available for grant under the plan (in shares) | 36,900,000 |
STOCK PLAN - Stock Option Activ
STOCK PLAN - Stock Option Activities (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Number of Shares | ||||
Balance, beginning (in shares) | 42,227,000 | 49,206,000 | 48,762,000 | |
Granted (in shares) | 0 | 0 | 13,349,000 | |
Expired or canceled (in shares) | (1,490,000) | (2,907,000) | (5,612,000) | |
Exercised (in shares) | (7,320,000) | (4,072,000) | (7,293,000) | |
Balance, ending (in shares) | 33,417,000 | 42,227,000 | 49,206,000 | 48,762,000 |
Exercisable (in shares) | 29,786,000 | |||
Weighted Average Exercise Price Per Share | ||||
Beginning balance (in dollars per share) | $ 0.63 | $ 0.62 | $ 0.50 | |
Granted (in dollars per share) | 0.81 | |||
Exercised (in dollars per share) | 0.76 | 0.69 | 0.54 | |
Expired or canceled (in dollars per share) | 0.52 | 0.51 | 0.21 | |
Ending Balance (in dollars per share) | 0.65 | $ 0.63 | $ 0.62 | $ 0.50 |
Exercisable (in dollars per share) | $ 0.63 | |||
Options outstanding, weighted-average remaining contractual term (in years) | 6 years 1 month 6 days | 6 years 10 months 24 days | 8 years 1 month 6 days | 8 years 1 month 6 days |
Options exercisable, weighted-average remaining contractual term (in years) | 5 years 10 months 24 days | |||
Options outstanding, aggregate intrinsic value | $ 71,842 | $ 844,909 | $ 245,565 | $ 7,698 |
Options exercised, aggregate intrinsic value | 54,129 | |||
Options exercisable, aggregate intrinsic value | $ 64,721 |
STOCK PLAN - RSU and PRSU Activ
STOCK PLAN - RSU and PRSU Activities (Details) - $ / shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
RSUs and PRSUs | ||
Share-based Compensation Arrangement by Share-based Payment Award, Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||
Beginning balance (in shares) | 24,744 | 0 |
Granted (in shares) | 24,870 | 27,036 |
Vested (in shares) | (7,216) | (1,474) |
Canceled or forfeited (in shares) | (5,222) | (818) |
Ending balance (in shares) | 37,176 | 24,744 |
Weighted-Average Grant Date Fair Value | ||
Outstanding, beginning, weighted-average grant date fair value (in dollars per share) | $ 17.70 | $ 0 |
Granted (in dollars per share) | 4.67 | 17.47 |
Vested (in dollars per share) | 16.44 | 17.31 |
Canceled or forfeited (in dollars per share) | 8.85 | 10.54 |
Outstanding, ending, weighted-average grant date fair value (in dollars per share) | $ 10.47 | $ 17.70 |
Earn-out shares | ||
Share-based Compensation Arrangement by Share-based Payment Award, Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||
Beginning balance (in shares) | 4,700 | 0 |
Granted (in shares) | 13 | 5,112 |
Vested (in shares) | (1,966) | |
Canceled or forfeited (in shares) | (61) | (412) |
Vested and Released (in shares) | (2,686) | |
Ending balance (in shares) | 0 | 4,700 |
Weighted-Average Grant Date Fair Value | ||
Outstanding, beginning, weighted-average grant date fair value (in dollars per share) | $ 12.64 | $ 0 |
Granted (in dollars per share) | 20.13 | 12.63 |
Vested (in dollars per share) | 5.35 | |
Canceled or forfeited (in dollars per share) | 13.07 | 12.58 |
Vested and Released (in dollars per share) | 7.31 | |
Outstanding, ending, weighted-average grant date fair value (in dollars per share) | $ 0 | $ 12.64 |
STOCK PLAN - Earn-out Shares Ac
STOCK PLAN - Earn-out Shares Activity (Details) - $ / shares | 12 Months Ended | ||
Jan. 18, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Earn-out shares | |||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward] | |||
Beginning balance (in shares) | 4,700,000 | 0 | |
Granted (in shares) | 13,000 | 5,112,000 | |
Forfeited (in shares) | (61,000) | (412,000) | |
Ending balance (in shares) | 0 | 4,700,000 | |
Weighted-Average Grant Date Fair Value | |||
Outstanding, beginning, weighted-average grant date fair value (in dollars per share) | $ 12.64 | $ 0 | |
Granted (in dollars per share) | 20.13 | 12.63 | |
Forfeited (in dollars per share) | 13.07 | 12.58 | |
Outstanding, ending, weighted-average grant date fair value (in dollars per share) | $ 0 | $ 12.64 | |
Unvested RSUs | |||
Weighted-Average Grant Date Fair Value | |||
Earn-out shares issued | 2,700,000 |
STOCK PLAN - Fair Value Assumpt
STOCK PLAN - Fair Value Assumptions, Options and Earn-out Shares (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Common stock options outstanding | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected volatility, minimum (percent) | 38.50% | ||
Expected volatility, maximum (percent) | 44.90% | ||
Risk-free interest rate, minimum (percent) | 0.30% | ||
Risk-free interest rate, maximum (percent) | 1.50% | ||
Expected dividend yield (percent) | 0% | ||
Common stock options outstanding | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term | 5 years 6 months | ||
Common stock options outstanding | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term | 6 years 1 month 6 days | ||
Earn-out shares | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term | 5 years 1 month 6 days | ||
Expected volatility (percent) | 67% | ||
Expected volatility, minimum (percent) | 40% | ||
Expected volatility, maximum (percent) | 67% | ||
Risk-free interest rate (percent) | 1.30% | ||
Risk-free interest rate, minimum (percent) | 0.80% | ||
Risk-free interest rate, maximum (percent) | 1.30% | ||
Expected dividend yield (percent) | 0% | 0% | |
Grant-date fair value per share (in dollars per share) | $ 20.13 | $ 12.63 | |
Earn-out shares | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Current stock price (in dollars per share) | 13.34 | $ 13.93 | |
Expected term | 5 years 1 month 6 days | ||
Earn-out shares | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Current stock price (in dollars per share) | $ 19.61 | $ 27.86 | |
Expected term | 5 years 6 months | ||
Employee Stock Purchase Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected volatility, minimum (percent) | 40.50% | 27.90% | |
Expected volatility, maximum (percent) | 48% | 43.40% | |
Risk-free interest rate, minimum (percent) | 1.60% | 0.10% | |
Risk-free interest rate, maximum (percent) | 4.70% | 0.60% | |
Expected dividend yield (percent) | 0% | 0% | |
Employee Stock Purchase Plan | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term | 6 months | 6 months | |
Grant-date fair value per share (in dollars per share) | $ 0.85 | $ 7.59 | |
Employee Stock Purchase Plan | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term | 2 years | 2 years | |
Grant-date fair value per share (in dollars per share) | $ 4.64 | $ 14.36 |
STOCK PLAN - Stock-based Compen
STOCK PLAN - Stock-based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation, net of amounts capitalized | $ 148,490 | $ 100,605 | $ 2,505 |
Capitalized stock-based compensation | 14,114 | 3,632 | 146 |
Total stock-based compensation | 162,604 | 104,237 | 2,651 |
Costs of revenue | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation, net of amounts capitalized | 5,406 | 3,083 | 135 |
Research and development | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation, net of amounts capitalized | 34,980 | 25,691 | 624 |
Selling, general, and administrative | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation, net of amounts capitalized | $ 108,104 | $ 71,831 | $ 1,746 |
INCOME TAXES - Schedule of Loss
INCOME TAXES - Schedule of Loss before Income Tax (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
United States | $ (111,748) | $ (339,094) | $ (14,294) |
Foreign | 1,652 | 817 | 350 |
Loss before provision (benefit) for income taxes | $ (110,096) | $ (338,277) | $ (13,944) |
INCOME TAXES - Current and Defe
INCOME TAXES - Current and Deferred Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Current | |||
State | $ 0 | $ 22 | $ 8 |
International | 1,192 | 146 | 69 |
Total current tax expense | 1,192 | 168 | 77 |
Deferred Income Tax Expense (Benefit), Continuing Operations [Abstract] | |||
United States | (323) | 0 | 0 |
International | 374 | (385) | 0 |
Total deferred tax expense | 51 | (385) | 0 |
Total tax expense | $ 1,243 | $ (217) | $ 77 |
INCOME TAXES - Schedule of Defe
INCOME TAXES - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 71,405 | $ 41,555 |
Research and development credits carryforward | 10,382 | 6,858 |
Accruals | 2,100 | 317 |
Other | 1,343 | 348 |
Interest expense carryforward | 315 | 562 |
Fixed assets | 85 | 112 |
Stock-based compensation | 13,880 | 10,580 |
Capitalized research and development costs | 19,671 | 0 |
Total deferred tax assets | 119,181 | 60,332 |
Less: valuation allowance | (109,471) | (56,344) |
Deferred tax liabilities: | ||
Intangibles | (8,051) | (3,214) |
Deferred commissions | (1,046) | (389) |
Right-of-use asset | (601) | 0 |
Total deferred tax liabilities | (9,698) | (3,603) |
Net deferred tax assets | $ 12 | $ 385 |
INCOME TAXES - Schedule of Valu
INCOME TAXES - Schedule of Valuation Allowance Deferred Tax Assets (Details) - Valuation allowance for deferred tax assets - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at beginning of period | $ 56,344 | $ 35,023 | $ 31,081 |
Additions charges to costs and expenses | 53,127 | 21,321 | 3,942 |
Write-offs and deductions | 0 | 0 | 0 |
Balance at end of period | $ 109,471 | $ 56,344 | $ 35,023 |
INCOME TAXES - Net Operating Lo
INCOME TAXES - Net Operating Loss Credit Carryforwards (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Domestic Tax Authority | |
Tax Credit Carryforward [Line Items] | |
Operating loss carryforwards | $ 289,700 |
Tax credit carryforward amount | 11,544 |
State and Local Jurisdiction | |
Tax Credit Carryforward [Line Items] | |
Operating loss carryforwards | 161,967 |
Tax credit carryforward amount | 7,289 |
Post December 31, 2017 | Domestic Tax Authority | |
Tax Credit Carryforward [Line Items] | |
Operating loss carryforwards | 228,325 |
Pre January 1, 2018 | Domestic Tax Authority | |
Tax Credit Carryforward [Line Items] | |
Operating loss carryforwards | $ 61,397 |
INCOME TAXES - Effective Income
INCOME TAXES - Effective Income Tax Rate (Details) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Statutory federal income benefit rate | 21% | 21% | 21% |
State income tax rate | 7% | 1.10% | 7% |
Change in valuation allowance | (48.30%) | (6.30%) | (28.30%) |
Research and development credits | 1.70% | 0.30% | 2.90% |
Other | 1.70% | (4.20%) | (0.80%) |
Convertible notes — nondeductible | 0% | 0% | (1.60%) |
Section 162(m) — executive compensation | (1.80%) | 0% | 0% |
Stock-based compensation | (12.50%) | (0.20%) | (0.90%) |
Change in fair value of contingent earn-out liability | 25.90% | (8.70%) | 0% |
Change in fair value of warrants liabilities | 5.20% | (3.00%) | 0% |
Foreign rate differential | (1.00%) | 0.10% | 0% |
Effective tax rate | (1.10%) | 0.10% | (0.60%) |
INCOME TAXES - Narrative (Detai
INCOME TAXES - Narrative (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Tax Credit Carryforward [Line Items] | |
Operating loss carryforwards, expiring beginning 2031 | $ 61,400 |
Operating loss carryforwards with indefinite life | 228,300 |
Federal | |
Tax Credit Carryforward [Line Items] | |
Operating loss carryforwards | 289,700 |
State | |
Tax Credit Carryforward [Line Items] | |
Operating loss carryforwards | $ 161,967 |
INCOME TAXES- Schedule of Unrec
INCOME TAXES- Schedule of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Unrecognized tax benefits — beginning | $ 5,003 | $ 3,662 | $ 2,906 |
Gross Increases — prior-year unrecognized tax benefits | 119 | 0 | 0 |
Gross Increases — current-year unrecognized tax benefits | 2,411 | 1,341 | 756 |
Unrecognized tax benefits — ending | $ 7,533 | $ 5,003 | $ 3,662 |
NET LOSS PER SHARE ATTRIBUTAB_3
NET LOSS PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2020 USD ($) $ / shares shares | Jul. 22, 2021 | Jul. 21, 2021 | |
Earnings Per Share [Abstract] | |||||
Recapitalization exchange ratio | 4.1193 | 4.1193 | |||
Numerator : | |||||
Net loss attributable to common stockholders, basic | $ | $ (111,339) | $ (338,060) | $ (14,021) | ||
Net loss available to common stockholders, diluted | $ | $ (111,339) | $ (338,060) | $ (14,021) | ||
Denominator: | |||||
Weighted average shares used in computing net loss per share attributable to common stockholders, basic (in shares) | shares | 283,585 | 131,278 | 32,841 | ||
Weighted average shares used in computing net loss per share attributable to common stockholders, diluted (in shares) | shares | 283,585 | 131,278 | 32,841 | ||
Net loss attributable to common stockholders, basic (in dollars per share) | $ / shares | $ (0.39) | $ (2.58) | $ (0.43) | ||
Net loss attributable to common stockholders, diluted (in dollars per share) | $ / shares | $ (0.39) | $ (2.58) | $ (0.43) |
NET LOSS PER SHARE ATTRIBUTAB_4
NET LOSS PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS - Antidilutive Securities (Details) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total potentially dilutive common stock equivalents (in shares) | 74,316 | 95,397 | 176,696 |
Public and private warrants | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total potentially dilutive common stock equivalents (in shares) | 1,708 | 4,260 | 0 |
Earn-out shares | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total potentially dilutive common stock equivalents (in shares) | 0 | 23,460 | 0 |
Redeemable convertible preferred stock, all series | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total potentially dilutive common stock equivalents (in shares) | 0 | 0 | 126,409 |
Warrants to purchase common stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total potentially dilutive common stock equivalents (in shares) | 0 | 0 | 1,081 |
Common stock options outstanding | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total potentially dilutive common stock equivalents (in shares) | 33,417 | 42,227 | 49,206 |
Unvested RSUs | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total potentially dilutive common stock equivalents (in shares) | 37,176 | 24,744 | 0 |
ESPP Shares | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total potentially dilutive common stock equivalents (in shares) | 2,015 | 706 | 0 |
RELATED-PARTY TRANSACTIONS (Det
RELATED-PARTY TRANSACTIONS (Details) - 2020 Notes - Convertible Notes | 3 Months Ended |
Mar. 31, 2020 USD ($) | |
Related Party Transaction [Line Items] | |
Proceeds from issuance of convertible notes | $ 8,500,000 |
Stated interest rate (percent) | 5% |
Affiliated Entity | |
Related Party Transaction [Line Items] | |
Proceeds from issuance of convertible notes | $ 8,500,000 |
Stated interest rate (percent) | 5% |
DCM VI, L.P. | Affiliated Entity | |
Related Party Transaction [Line Items] | |
Proceeds from issuance of convertible notes | $ 400,000,000 |
Lux Co-Invest Opportunities, L.P. | Affiliated Entity | |
Related Party Transaction [Line Items] | |
Proceeds from issuance of convertible notes | 2,000,000 |
QUALCOMM Ventures LLC | Affiliated Entity | |
Related Party Transaction [Line Items] | |
Proceeds from issuance of convertible notes | $ 1,000,000,000 |
EMPLOYEE BENEFITS PLANS (Detail
EMPLOYEE BENEFITS PLANS (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
United States | Other Postretirement Benefits Plan | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Defined contribution plan, cost | $ 0.2 | ||
United Kingdom | Pension Plan | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Discretionary matching contribution | $ 0.4 | $ 0.3 | $ 0.2 |