COVER
COVER - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 01, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2023 | |
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 $0.0001 per share | |
Trading Symbol | MTTR | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 301,235,621 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 | |
Entity Central Index Key | 0001819394 | |
Current Fiscal Year End Date | --12-31 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 82,316 | $ 117,128 |
Short-term investments | 363,295 | 355,815 |
Accounts receivable, net of allowance of $933 and $1,212, as of June 30, 2023 and December 31, 2022, respectively | 18,649 | 20,844 |
Inventories | 12,198 | 11,061 |
Prepaid expenses and other current assets | 7,236 | 13,084 |
Total current assets | 483,694 | 517,932 |
Property and equipment, net | 32,684 | 30,559 |
Operating lease right-of-use assets | 1,933 | 2,515 |
Long-term investments | 0 | 3,959 |
Goodwill | 69,593 | 69,593 |
Intangible assets, net | 10,005 | 10,890 |
Other assets | 6,819 | 4,947 |
Total assets | 604,728 | 640,395 |
Current liabilities | ||
Accounts payable | 8,162 | 8,331 |
Deferred revenue | 21,037 | 16,731 |
Accrued expenses and other current liabilities | 20,636 | 23,916 |
Total current liabilities | 49,835 | 48,978 |
Warrants liability | 752 | 803 |
Deferred revenue, non-current | 1,820 | 1,201 |
Other long-term liabilities | 819 | 5,502 |
Total liabilities | 53,226 | 56,484 |
Commitments and contingencies (Note 8) | ||
#REF! | 0 | 0 |
Stockholders’ equity: | ||
Common stock, $0.0001 par value; 640,000 shares authorized as of June 30, 2023 and December 31, 2022, respectively; and 300,571 shares and 290,541 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively | 30 | 29 |
Additional paid-in capital | 1,242,360 | 1,168,313 |
Accumulated other comprehensive loss | (1,113) | (5,034) |
Accumulated deficit | (689,775) | (579,397) |
Total stockholders’ equity | 551,502 | 583,911 |
Total liabilities and stockholders’ equity | $ 604,728 | $ 640,395 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Allowance for credit loss | $ 933,000 | $ 1,212,000 |
Redeemable convertible preferred stock, par value ($ per share) | $ 0.0001 | $ 0.0001 |
Redeemable convertible preferred, authorized (shares) | 30,000,000 | 30,000,000 |
Redeemable convertible preferred, issued (shares) | 0 | 0 |
Redeemable convertible preferred, outstanding (shares) | 0 | 0 |
Common stock, par value ($ per share) | $ 0.0001 | $ 0.0001 |
Common stock, authorized (shares) | 640,000,000 | 640,000,000 |
Common stock, issued (shares) | 300,571,000 | 290,541,000 |
Common stock, outstanding (shares) | 300,571,000 | 290,541,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Total revenue | $ 39,567 | $ 28,481 | $ 77,561 | $ 56,991 |
Total cost of revenue | 23,604 | 16,768 | 45,186 | 33,369 |
Gross profit | 15,963 | 11,713 | 32,375 | 23,622 |
Operating expenses: | ||||
Research and development | 18,861 | 21,518 | 37,134 | 47,520 |
Selling, general, and administrative | 56,008 | 59,385 | 110,941 | 130,234 |
Total operating expenses | 74,869 | 80,903 | 148,075 | 177,754 |
Loss from operations | (58,906) | (69,190) | (115,700) | (154,132) |
Other income (expense): | ||||
Interest income | 1,481 | 1,484 | 2,952 | 2,779 |
Change in fair value of warrants liability | (171) | 4,714 | 51 | 26,147 |
Change in fair value of contingent earn-out liability | 0 | 0 | 0 | 136,043 |
Other income (expense), net | 1,223 | (1,353) | 2,406 | (2,674) |
Total other income | 2,533 | 4,845 | 5,409 | 162,295 |
Income (loss) before provision for income taxes | (56,373) | (64,345) | (110,291) | 8,163 |
Provision for income taxes | 163 | 289 | 87 | 893 |
Net income (loss) | $ (56,536) | $ (64,634) | $ (110,378) | $ 7,270 |
Net income (loss) per share attributable to common stockholders: | ||||
Basic ($ per share) | $ (0.19) | $ (0.23) | $ (0.37) | $ 0.03 |
Diluted ($ per share) | $ (0.19) | $ (0.23) | $ (0.37) | $ 0.02 |
Weighted-average shares used in computing net income (loss) per share attributable to common stockholders: | ||||
Basic (shares) | 298,096 | 283,405 | 295,599 | 279,289 |
Diluted (shares) | 298,096 | 283,405 | 295,599 | 313,834 |
Subscription | ||||
Total revenue | $ 20,868 | $ 18,386 | $ 40,715 | $ 35,527 |
Total cost of revenue | 7,235 | 6,109 | 14,197 | 11,371 |
License | ||||
Total revenue | 27 | 26 | 54 | 49 |
Total cost of revenue | 0 | 0 | 0 | 0 |
Services | ||||
Total revenue | 10,684 | 5,013 | 19,388 | 8,986 |
Total cost of revenue | 8,009 | 3,169 | 14,253 | 6,152 |
Product | ||||
Total revenue | 7,988 | 5,056 | 17,404 | 12,429 |
Total cost of revenue | $ 8,360 | $ 7,490 | $ 16,736 | $ 15,846 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ (56,536) | $ (64,634) | $ (110,378) | $ 7,270 |
Other comprehensive income (loss), net of taxes: | ||||
Unrealized gain (loss) on available-for-sale securities, net of tax | 1,698 | (1,476) | 3,921 | (6,111) |
Other comprehensive income (loss) | 1,698 | (1,476) | 3,921 | (6,111) |
Comprehensive income (loss) | $ (54,838) | $ (66,110) | $ (106,457) | $ 1,159 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit |
Common stock, outstanding, beginning (shares) at Dec. 31, 2021 | 250,173 | ||||
Beginning balance at Dec. 31, 2021 | $ 268,163 | $ 25 | $ 737,735 | $ (1,539) | $ (468,058) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | 71,904 | 71,904 | |||
Other comprehensive income (loss) | (4,635) | (4,635) | |||
Issuance of common stock in connection with employee equity incentive plans, net of tax withholding (shares) | 6,295 | ||||
Issuance of common stock in connection with employee equity incentive plans, net of tax withholding | (14,497) | $ 1 | (14,498) | ||
Issuance of common stock upon the reverse recapitalization, net of transaction costs | 76 | 76 | |||
Issuance of common stock to a customer (shares) | 100 | ||||
Issuance of common stock to a customer | 559 | 559 | |||
Issuance of common stock upon exercise of public warrants (shares) | 1,994 | ||||
Issuance of common stock upon exercise of public warrants | 34,055 | 34,055 | |||
Issuance of common stock in connection with acquisitions (shares) | 1,215 | ||||
Issuance of common stock in connection with acquisitions | 19,118 | 19,118 | |||
Issuance of earn-out shares upon triggering events, net of tax withholding (shares) | 21,494 | ||||
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 | 242,430 | 242,430 | |||
Stock-based compensation | 61,097 | 61,097 | |||
Common stock, outstanding, ending (shares) at Mar. 31, 2022 | 281,271 | ||||
Ending balance at Mar. 31, 2022 | 659,638 | $ 28 | 1,061,938 | (6,174) | (396,154) |
Common stock, outstanding, beginning (shares) at Dec. 31, 2021 | 250,173 | ||||
Beginning balance at Dec. 31, 2021 | 268,163 | $ 25 | 737,735 | (1,539) | (468,058) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | 7,270 | ||||
Other comprehensive income (loss) | (6,111) | ||||
Reclassification of remaining contingent earn-out liability upon triggering events | 242,430 | ||||
Common stock, outstanding, ending (shares) at Jun. 30, 2022 | 283,643 | ||||
Ending balance at Jun. 30, 2022 | 631,207 | $ 28 | 1,099,617 | (7,650) | (460,788) |
Common stock, outstanding, beginning (shares) at Dec. 31, 2021 | 250,173 | ||||
Beginning balance at Dec. 31, 2021 | $ 268,163 | $ 25 | 737,735 | (1,539) | (468,058) |
Common stock, outstanding, ending (shares) at Dec. 31, 2022 | 290,541 | 290,541 | |||
Ending balance at Dec. 31, 2022 | $ 583,911 | $ 29 | 1,168,313 | (5,034) | (579,397) |
Common stock, outstanding, beginning (shares) at Mar. 31, 2022 | 281,271 | ||||
Beginning balance at Mar. 31, 2022 | 659,638 | $ 28 | 1,061,938 | (6,174) | (396,154) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | (64,634) | (64,634) | |||
Other comprehensive income (loss) | (1,476) | (1,476) | |||
Issuance of common stock in connection with employee equity incentive plans, net of tax withholding (shares) | 2,340 | ||||
Issuance of common stock in connection with employee equity incentive plans, net of tax withholding | 2,701 | 2,701 | |||
Issuance of common stock to a customer (shares) | 32 | ||||
Issuance of common stock to a customer | 179 | 179 | |||
Stock-based compensation | 34,799 | 34,799 | |||
Common stock, outstanding, ending (shares) at Jun. 30, 2022 | 283,643 | ||||
Ending balance at Jun. 30, 2022 | $ 631,207 | $ 28 | 1,099,617 | (7,650) | (460,788) |
Common stock, outstanding, beginning (shares) at Dec. 31, 2022 | 290,541 | 290,541 | |||
Beginning balance at Dec. 31, 2022 | $ 583,911 | $ 29 | 1,168,313 | (5,034) | (579,397) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | (53,842) | (53,842) | |||
Other comprehensive income (loss) | 2,223 | 2,223 | |||
Issuance of common stock in connection with employee equity incentive plans, net of tax withholding (shares) | 4,910 | ||||
Issuance of common stock in connection with employee equity incentive plans, net of tax withholding | 357 | $ 1 | 356 | ||
Issuance of common stock in connection with acquisitions (shares) | 249 | ||||
Issuance of common stock in connection with acquisitions | 3,921 | 3,921 | |||
Stock-based compensation | 33,510 | 33,510 | |||
Common stock, outstanding, ending (shares) at Mar. 31, 2023 | 295,700 | ||||
Ending balance at Mar. 31, 2023 | $ 570,080 | $ 30 | 1,206,100 | (2,811) | (633,239) |
Common stock, outstanding, beginning (shares) at Dec. 31, 2022 | 290,541 | 290,541 | |||
Beginning balance at Dec. 31, 2022 | $ 583,911 | $ 29 | 1,168,313 | (5,034) | (579,397) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | (110,378) | ||||
Other comprehensive income (loss) | 3,921 | ||||
Reclassification of remaining contingent earn-out liability upon triggering events | $ 0 | ||||
Common stock, outstanding, ending (shares) at Jun. 30, 2023 | 300,571 | 300,571 | |||
Ending balance at Jun. 30, 2023 | $ 551,502 | $ 30 | 1,242,360 | (1,113) | (689,775) |
Common stock, outstanding, beginning (shares) at Mar. 31, 2023 | 295,700 | ||||
Beginning balance at Mar. 31, 2023 | 570,080 | $ 30 | 1,206,100 | (2,811) | (633,239) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | (56,536) | (56,536) | |||
Other comprehensive income (loss) | 1,698 | 1,698 | |||
Issuance of common stock in connection with employee equity incentive plans, net of tax withholding (shares) | 4,871 | ||||
Issuance of common stock in connection with employee equity incentive plans, net of tax withholding | 1,509 | 1,509 | |||
Stock-based compensation | $ 34,751 | 34,751 | |||
Common stock, outstanding, ending (shares) at Jun. 30, 2023 | 300,571 | 300,571 | |||
Ending balance at Jun. 30, 2023 | $ 551,502 | $ 30 | $ 1,242,360 | $ (1,113) | $ (689,775) |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jan. 31, 2022 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
Net income (loss) | $ (56,536) | $ (53,842) | $ (64,634) | $ 71,904 | $ (110,378) | $ 7,270 | ||
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||||||||
Depreciation and amortization | 9,102 | 5,563 | ||||||
Amortization of investment premiums, net of accretion of discounts | (2,319) | 1,829 | ||||||
Stock-based compensation, net of amounts capitalized | 63,253 | 87,233 | ||||||
Change in fair value of warrants liability | 171 | (4,714) | (51) | (26,147) | ||||
Change in fair value of contingent earn-out liability | 0 | 0 | 0 | (136,043) | ||||
Deferred income taxes | (185) | 69 | ||||||
Allowance for doubtful accounts | (240) | 4 | 49 | 195 | ||||
Loss of excess inventory and purchase obligation | 1,592 | 0 | ||||||
Other | (225) | 316 | ||||||
Changes in operating assets and liabilities, net of effects of businesses acquired: | ||||||||
Accounts receivable | 2,146 | (3,426) | ||||||
Inventories | (5,787) | (881) | ||||||
Prepaid expenses and other assets | 4,252 | (2,946) | ||||||
Accounts payable | (169) | 2,367 | ||||||
Deferred revenue | 4,925 | 2,641 | ||||||
Accrued expenses and other liabilities | 956 | 3,682 | ||||||
Net cash used in operating activities | (32,839) | (58,278) | ||||||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
Purchases of property and equipment | (101) | (866) | ||||||
Capitalized software and development costs | (5,248) | (7,086) | ||||||
Purchase of investments | (251,603) | (87,997) | ||||||
Maturities of investments | 254,601 | 160,124 | ||||||
Business acquisitions, net of cash acquired | (1,676) | (30,020) | ||||||
Net cash provided by (used in) investing activities | (4,027) | 34,155 | ||||||
CASH FLOW FROM FINANCING ACTIVITIES: | ||||||||
Proceeds from sales of shares through employee equity incentive plans | 2,195 | 4,892 | ||||||
Payments for taxes related to net settlement of equity awards | (329) | (34,424) | ||||||
Proceeds from exercise of warrants | $ 27,800 | 0 | 27,844 | |||||
Other | 0 | 76 | ||||||
Net cash provided by (used in) financing activities | 1,866 | (1,612) | ||||||
Net change in cash, cash equivalents, and restricted cash | (35,000) | (25,735) | ||||||
Effect of exchange rate changes on cash | 188 | (329) | ||||||
Cash, cash equivalents, and restricted cash at beginning of year | $ 139,987 | $ 117,128 | 139,987 | 117,128 | 139,987 | $ 139,987 | ||
Cash, cash equivalents, and restricted cash at end of period | $ 82,316 | $ 113,923 | 82,316 | 113,923 | $ 117,128 | |||
Supplemental disclosures of non-cash investing and financing information | ||||||||
Earn-out liability recognized upon the re-allocation | 0 | 896 | ||||||
Reclassification of remaining contingent Earn-out liability upon triggering events | $ 242,430 | 0 | 242,430 | |||||
Property, equipment and capitalized software and development costs included in accounts payable and accrued expenses and other liabilities | 0 | 158 | ||||||
Common stock issued in connection with acquisition | 3,921 | 19,118 | ||||||
Unpaid cash consideration in connection with acquisition | $ 2,434 | $ 4,348 |
ORGANIZATION AND DESCRIPTION OF
ORGANIZATION AND DESCRIPTION OF BUSINESS | 6 Months Ended |
Jun. 30, 2023 | |
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, comprised of 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 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. 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 | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Summary of Significant Accounting Policies The Company’s significant accounting policies are discussed in “Note 2 – Summary of Significant Accounting Policies” of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, which was filed with the SEC on February 28, 2023. There have been no significant changes to these policies during the three and six months ended June 30, 2023. Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the SEC, regarding interim financial reporting. Certain information and disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or o mitted pursuant to such rules and regulations. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes in the Company’s 2022 Form 10-K for the fiscal year ended December 31, 2022, which provides a more complete discussion of the Company’s accounting policies and certain other information. In the opinion of the Company, the accompanying unaudited condensed consolidated financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of its financial position as of June 30, 2023, and its results of operations for the three and six months ended June 30, 2023 and 2022, and cash flows for the six months ended June 30, 2023 and 2022. The condensed consolidated balance sheet as of December 31, 2022, was derived from audited annual financial statements but does not contain all of the footnote disclosures from the annual financial statements. Principles of Consolidation The accompanying condensed 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 condensed 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 condensed 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 warrants liability, loss contingencies, and the determination of stand-alone selling price of various performance obligations. 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, 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 condensed 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 3 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 June 30, 2023 and December 31, 2022. No customer accounted for more than 10% of the Company’s total revenue for the three and six months ended June 30, 2023 and 2022. Recently Adopted Accounting Standards 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. ASU 2021-08 requires an acquirer in a business combination to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC 606, Revenue from Contract with Customers , as if it had originated the contracts. The Company adopted this standard effective January 1, 2023, which did not have a material impact on the Company’s condensed consolidated financial statements. |
REVENUE
REVENUE | 6 Months Ended |
Jun. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE | REVENUE Disaggregated Revenue —The following table shows the revenue by geography for the three and six months ended June 30, 2023 and 2022, respectively (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Revenue: United States $ 25,237 $ 16,640 $ 49,463 $ 32,877 International 14,330 11,841 28,098 24,114 Total revenue $ 39,567 $ 28,481 $ 77,561 $ 56,991 No country other than the United States accounted for more than 10% of the Company’s revenue for the three and six months ended June 30, 2023 and 2022, respectively. The geo graphical revenue information is determined by the ship-to address of the products and the billing address of the customers of the services. The following table shows over time versus point-in-time revenue for the three and six months ended June 30, 2023 and 2022, respectively (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Over time revenue $ 31,552 $ 23,399 $ 60,103 $ 44,513 Point-in-time revenue 8,015 5,082 17,458 12,478 Total $ 39,567 $ 28,481 $ 77,561 $ 56,991 Contract Asset and Liability Balances —Contract assets consist of unbilled accounts receivable and are recorded when revenue is recognized in advance of scheduled billings. 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 condensed consolidated balance sheets. The accounts receivable and contract balances as of June 30, 2023 and December 31, 2022 were as follows (in thousands): June 30, December 31, Accounts receivable, net $ 16,193 $ 19,037 Unbilled accounts receivable $ 2,456 $ 1,807 Deferred revenue $ 22,857 $ 17,932 During the six months ended June 30, 2023 and 2022, the Company recognized revenue of $10.8 million and $6.9 million that was included in the deferred revenue balance at the beginning of the fiscal year, respectively. Contracted but unsatisfied performance obligations were $58.4 million at the end of June 30, 2023 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 June 30, 2023 were $39.8 million, and the remaining obligations are expected to be recognized thereafter. |
ACQUISITION
ACQUISITION | 6 Months Ended |
Jun. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
ACQUISITION | 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, including an insignificant working capital adjustment finalized during the measurement period that reduced the purchase price for Enview. The total purchase consideration consisted of the following (in thousands): Amount Cash (1) $ 36,897 Common stock (1.5 million shares) (2) 23,161 Unpaid Consideration (3) 4,266 Total $ 64,324 (1) The Company paid $1.9 million and $35.0 million in cash consideration in January 2023 and 2022, respectively. (2) On the Enview Acquisition Date, the Company's closing stock price was $15.73 per share. The Company issued 0.3 million shares and 1.2 million shares in January 2023 and 2022, respectively. (3) The Company recorded a liability for unpaid cash of $2.4 million and stock consideration of $1.9 million, that will be paid in accordance with the merger agreement. The liabilities are included in accrued expenses and other current liabilities in the condensed consolidated balance sheet as of June 30, 2023. 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 the fair values at the Enview Acquisition Date. The purchase price allocation includes adjustments for additional information that existed as of the Acquisition Date but at that time was unknown and became known during the measurement period of 12 months from the Acquisition Date. The following table summarizes the allocation of purchase consideration on the Enview Acquisition Date, inclusive of measurement period adjustments (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. Pro forma results of operations have not been presented because the effects of the Enview Acquisition were not material to the Company’s condensed consolidated statements of operations. Acquisition-related transaction costs are expensed as incurred and are recorded in selling, general, and administrative expenses in the Condensed Consolidated Statements of Operations. The Company incurred $0.9 million and $1.4 million of acquisition-related costs for the three and six months ended June 30, 2022, respectively. There were no acquisition-related costs incurred for the three and six months ended June 30, 2023. |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS | GOODWILL AND INTANGIBLE ASSETS Goodwill — As of December 31, 2022 and June 30, 2023, goodwill was $69.6 million. The Company did not recognize any impairment losses on goodwill during the three and six months ended June 30, 2023 and 2022, respectively. Purchased Intangible Assets —The following table presents details of the Company’s purchased intangible assets as of June 30, 2023 and December 31, 2022 (in thousands): June 30, 2023 December 31, 2022 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Intangible assets subject to amortization: Developed technology $ 5,400 $ (1,605) $ 3,795 $ 5,400 $ (1,065) $ 4,335 Customer relationships 6,900 (690) 6,210 6,900 (345) 6,555 Total $ 12,300 $ (2,295) $ 10,005 $ 12,300 $ (1,410) $ 10,890 The Company recognized amortization expense of $0.5 million and $0.2 million for the three months ended June 30, 2023 and 2022, respective ly, and $0.9 million and $0.5 million for the six months ended June 30, 2023 and 2022, respectively. The Company did not recognize any impairment losses on intangible assets or other long-lived assets during the three and six months ended June 30, 2023 and 2022, respectively. The following table summarizes estimated future amortization expense for the Company’s intangible assets as of June 30, 2023 (in thousands): Amount Remaining 2023 $ 885 2024 1,770 2025 1,770 2026 1,770 2027 705 2028 and thereafter 3,105 Total future amortization expense $ 10,005 |
BALANCE SHEET COMPONENTS
BALANCE SHEET COMPONENTS | 6 Months Ended |
Jun. 30, 2023 | |
Balance Sheet Related Disclosures [Abstract] | |
BALANCE SHEET COMPONENTS | BALANCE SHEET COMPONENTS Allowance for Doubtful Accounts —Allowance for doubtful accounts as of June 30, 2023 and 2022 and the rollforward for three and six months ended June 30, 2023 and 2022 were as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Balance—beginning of period $ (1,295) $ (482) $ (1,212) $ (291) Decrease (increase) in reserves 240 (4) (49) (195) Write-offs 122 65 328 65 Balance—end of period $ (933) $ (421) $ (933) $ (421) Inventories —Inventories as of June 30, 2023 and December 31, 2022, consisted of the following (in thousands): June 30, December 31, Finished goods $ 1,142 $ 2,112 Work in process 5,838 3,477 Purchased parts and raw materials 5,218 5,472 Total inventories $ 12,198 $ 11,061 Property and Equipment, Net —Property and equipment as of June 30, 2023 and December 31, 2022, consisted of the following (in thousands): June 30, December 31, Machinery and equipment $ 4,049 $ 3,948 Furniture and fixtures 355 355 Leasehold improvements 719 734 Capitalized software and development costs 65,918 55,662 Total property and equipment 71,041 60,699 Accumulated depreciation and amortization (38,357) (30,140) Total property and equipment, net $ 32,684 $ 30,559 Depreciation and amortization ex pense of property and equipment were $4.3 million and $2.8 million for the three months ended June 30, 2023 and 2022, respectively, and $8.2 million and $5.0 million for the six months ended June 30, 2023 and 2022, respectively. Additions to capitalized software and development costs, inclusive of stock-based compensation in the three months ended June 30, 2023 and 2022 were $5.3 million and $6.3 million, respectively. Additions to capitalized software and development costs, inclusive of stock-based compensation in the six months ended June 30, 2023 and 2022 we re $10.3 million and $15.7 million, respectively. These are recorded as part of property and equipment, net on the cond ensed consolidated balance sheets. Amortization expense was $4.0 million and $2.7 million for three months ended June 30, 2023 and 2022, respectively, of which $3.7 million and $2.4 million was recorded to cost of revenue related to subscription and $0.3 million and $0.3 million to selling, general and administrative in the condensed consolidated statements of operations, respectively. Amortization expense was $7.8 million and $4.8 million for the six months ended June 30, 2023 and 2022, respectively, of which $7.2 million and $4.2 million was recorded to cost of revenue related to subscription and $0.6 million and $0.6 million to selling, general and administrative in the condensed consolidated statements of operations, respectively. Accrued Expenses and Other Current Liabilities —Accrued expenses and other current liabilities as of June 30, 2023 and December 31, 2022, consisted of the following (in thousands): June 30, December 31, Accrued compensation $ 6,402 $ 5,609 Tax payable 1,358 1,669 ESPP contribution 320 341 Current unpaid acquisition consideration 4,266 6,109 Short-term operating lease liabilities 1,307 1,267 Accrued loss on firm inventory purchase commitments 933 3,991 Other current liabilities 6,050 4,930 Total accrued expenses and other current liabilities $ 20,636 $ 23,916 |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS We categorize assets and liabilities recorded or disclosed at fair value on our condensed 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): June 30, 2023 Level 1 Level 2 Level 3 Total Financial Assets: Cash equivalents: Money market funds $ 62,093 $ — $ — $ 62,093 Total cash equivalents $ 62,093 $ — $ — $ 62,093 Short-term investments: U.S. government and agency securities $ 223,725 $ — $ — $ 223,725 Non-U.S. government and agency securities — 19,524 — 19,524 Corporate debt securities — 61,779 — 61,779 Commercial paper — 58,267 — 58,267 Total short-term investments $ 223,725 $ 139,570 $ — $ 363,295 Total assets measured at fair value $ 285,818 $ 139,570 $ — $ 425,388 Financial Liabilities: Private warrants liability $ — $ — $ 752 $ 752 Total liabilities measured at fair value $ — $ — $ 752 $ 752 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 Available-for-sale Debt Securities The following tables summarize the amortized cost, unrealized gains and losses, and fair value of our available-for-sale debt securities as of June 30, 2023 and December 31, 2022 (in thousands): June 30, 2023 Amortized Cost Unrealized Gains Unrealized Losses Fair Value Investments: U.S. government and agency securities $ 224,191 $ — $ (466) $ 223,725 Non-U.S. government and agency securities 19,525 — (1) 19,524 Corporate debt securities 62,318 — (539) 61,779 Commercial paper 58,322 — (55) 58,267 Total available-for-sale investments $ 364,356 $ — $ (1,061) $ 363,295 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 As of June 30, 2023, the gross unrealized losses that have been in a continuous unrealized loss position for less than 12 months were $0.4 million, which were related to $275.4 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 $0.7 million, which were related to $87.9 million of available-for-sale debt securities. 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. Unrealized losses related to these securities are due to interest rate fluctuations as opposed to credit quality. In addition, we do not intend to sell 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 three and six months ended June 30, 2023 and 2022. The following table summarizes the amortized cost and fair value of our available-for-sale debt securities as of June 30, 2023, by contractual years-to-maturity (in thousands): June 30, 2023 Amortized Cost Fair Value Due within one year $ 364,356 $ 363,295 Total $ 364,356 $ 363,295 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Purchase Obligation —T he Company has purchase obligations, which include agreements and issued purchase orders containing non-cancelable payment terms to purchase goods and services. As of June 30, 2023, future minimum purchase obligations are as follows (in thousands): Purchase Remainder of 2023 $ 12,136 2024 8,823 2025 144 Thereafter — Total $ 21,103 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. 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. Trial is scheduled to begin November 13, 2023. 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 December 2022 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 March 14, 2023, the Court of Chancery granted the Petition validating the New Certificate of Incorporation and all shares of capital stock issued in reliance on the effectiveness of the New Certificate of Incorporation. 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 estimate if the Company had previously accrued. As of June 30, 2023 and December 31, 2022, there were no amounts accrued that the Company believes would be material to its financial position. Indemnification —In the ordinary course of busi ness, 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 June 30, 2023, there were no known events or circumstances that have resulted in a material indemnification liability. |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | STOCKHOLDERS’ EQUITY The Company had reserved shares of common stock for future issuance as of June 30, 2023 as follows (in thousands): June 30, Private warrants to purchase common stock 1,708 Common stock options outstanding and unvested RSUs under the Amended and Restated 2011 Stock Incentive Plan 69,586 Shares available for future grant under 2021 Employee Stock Purchase Plan 11,378 Shares available for future grant under 2021 Incentive Award Plan 5,289 Total shares of common stock reserved 87,961 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, 2022 $ (52) $ (4,982) $ (5,034) Net unrealized gain — 3,921 3,921 Balance at June 30, 2023 $ (52) $ (1,061) $ (1,113) 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 — (6,111) (6,111) Balance at June 30, 2022 $ (52) $ (7,598) $ (7,650) |
PUBLIC AND PRIVATE WARRANTS
PUBLIC AND PRIVATE WARRANTS | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
PUBLIC AND PRIVATE WARRANTS | PUBLIC AND PRIVATE WARRANTS Prior to the Closing, Gores 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 Class A common stock at a price of $11.50 per share, subject to adjustments. The Warrants became exercisable on December 15, 2021 and will expire on July 22, 2026, which is five years after the Closing. 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 have been 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 t he 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 in January 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. A total of 1.7 million Private Warr ants remained outstanding as of June 30, 2023 and December 31, 2022. No Private Warrants have been exercised during the three and six months ended June 30, 2023. The Public Warrants were 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 $2.00 per unit as of the Redemption Date. 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 increase or decrease in the expected volatility in isolation would result in a significant change in fair value measurement. The Private Warrants were valued at $0.44 per unit as of June 30, 2023. The following table provides the assumptions used to estimate the fair value of the Private Warrants as of June 30, 2023: June 30, 2023 Current stock price $ 3.15 Strike price $ 11.50 Expected term (in years) 3.06 Expected volatility 64.0% Risk-free interest rate 4.5% Expected dividend yield —% The Private Warrants are measured for fair value at the end of each quarter. The following table presents the changes in the warrants liability as of June 30, 2023 (in thousands): Total Warrants Liability Fair value at December 31, 2022 $ 803 Change in fair value (51) Fair value at June 30, 2023 $ 752 |
CONTINGENT EARN-OUT AWARDS
CONTINGENT EARN-OUT AWARDS | 6 Months Ended |
Jun. 30, 2023 | |
Reverse Recapitalization [Abstract] | |
CONTINGENT EARN-OUT AWARDS | CONTINGENT EARN-OUT AWARDS Legacy Matterport stockholders and certain holders of Legacy Matterport Stock Options and RSUs were entitled to receive a number of Earn-out Shares comprising up to 23.5 million 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 common 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. If 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 Legacy Matterport stockholders was accounted for as a liability because the Earn-out Triggering Events that determine the number of Earn-out Shares required to be issued include events that are not solely indexed to the Common Stock of Matterport, Inc. The Earn-out pro rata Shares issuable to holders of Legacy Matterport’s RSUs and holders of Legacy Matterport’s Stock Options are accounted for as a stock-based compensation expense as they are subject to forfeiture based on the satisfaction of certain employment conditions, see Note 12 “Stock Plan” for more information. The Company recognized $231.6 million of 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 vest ed. The Company issued 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 during the six months ended June 30, 2022 . The following table sets forth a summary of the changes in the earn-out liabilities during the six months ended June 30, 2022 (in thousands): Fair Value Measurements Using Significant Unobservable Inputs 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 June 30, 2022 $ — |
STOCK PLAN
STOCK PLAN | 6 Months Ended |
Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK PLAN | STOCK PLAN 2021 Incentive Award Plan In connection with the Closing on July 22, 2021, the Company approved the 2021 Incentive Award Plan (the “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 Amended and Restated 2011 Stock Incentive Plan (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 2011 Stock Plan which, following the effective date of the 2021 Plan, became 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 June 30, 2023, a total of 5.3 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, 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’s board of directors; 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 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, 2023. As of June 30, 2023 , a total of 11.4 million shar es of our common stock remained available for sale under our 2021 ESPP. For the three and six months ended June 30, 2023, there were 0.5 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 six months ended June 30, 2023 (in thousands, except for per share data): Options Outstanding Number of Weighted- Weighted- Average Remaining Contractual Term (Years) Aggregate Balance—December 31, 2022 33,417 $ 0.65 6.1 $ 71,842 Expired or canceled (127) 0.58 Exercised (1,890) 0.51 $ 4,348 Balance—June 30, 2023 31,400 $ 0.66 5.7 $ 78,219 Options vested and exercisable—June 30, 2023 29,391 $ 0.64 5.6 $ 73,681 As of June 30, 2023, unrecognized stock-based compensation expense related to unvested options was $0.7 million, which is expected to be amortized over a weighted-average vesting period of 1.0 year. RSU and PRSU Activities —The following table summarizes the RSU activity under the Company’s stock plans for the six months ended June 30, 2023 (in thousands, except per share data): RSUs and PRSUs Number of Weighted- Balance—December 31, 2022 37,176 $ 10.47 Granted 9,501 2.94 Vested (7,394) 10.14 Canceled or forfeited (1,097) 5.28 Balance—June 30, 2023 38,186 $ 8.81 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 performance-based RSU (“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. 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. As of June 30, 2023, unrecognized compensation costs related to unvested RSUs and PRSUs were $301.8 million and $2.3 million, respectively. The remaining unrecognized compensation costs for RSUs and PRSUs are expected to be recognized over a weighted-average period of 2.4 years and 1.1 years, respectively, excluding additional stock-based compensation expense related to any future grants of share-based awards. Earn-out Award Activities As discussed in Note 11 “Contingent Earn-Out Awards ” , 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 were accounted as stock-based compensation expense as they were 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 six months ended June 30, 2022, as both the Triggering event condition was satisfied and the service condition was met. No further Earn-out Shares remained contingently issuable thereafter. 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 to determine fair value of our 2021 ESPP: Six Months Ended June 30, 2023 2022 Expected term 0.5 – 2.0 years 0.5 - 2.0 years Expected volatility 35.2 – 48.0% 34.4 - 47.4% Risk-free interest rate 0.4 – 5.4% 0.2 - 2.7% Expected dividend yield 0% 0% 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 June 30, 2023, unrecognized compensation cost related to the 2021 ESPP was $1.8 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 expenses 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 expenses of Earn-out Awards were 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 condensed consolidated statements of operations for the three and six months ended June 30, 2023 and 2022 were as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Cost of revenue $ 842 $ 1,098 $ 1,686 $ 2,907 Research and development 7,688 7,941 15,253 20,884 Selling, general, and administrative 23,649 22,917 46,314 63,442 Stock-based compensation, net of amounts capitalized 32,179 31,956 63,253 87,233 Capitalized stock-based compensation 2,572 2,843 5,008 8,663 Total stock-based compensation $ 34,751 $ 34,799 $ 68,261 $ 95,896 |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The income tax provision for interim periods is determined using an estimate of the Company’s annual effective tax rate as adjusted for discrete items arising in that quarter. Given the Company has a full valuation allowance recorded against its domestic net deferred tax assets and operating losses in the US, and its foreign subsidiaries are in operating profit, the Company has applied the exception to use a worldwide effective tax rate under ASC 740-270-30-36. The Company used the foreign jurisdiction’s statutory rate as an estimate for the annual effective tax rate (“AETR”). The quarterly tax provision, and estimate of the Company’s annual effective tax rate, is subject to variation due to several factors, including variability in pre-tax income (or loss), the mix of jurisdictions to which such income relates, changes in how we do business, and tax law developments. Tax expense for the three and six months ended June 30, 2023 and 2022 was primarily attributable to foreign income taxes. The Company records deferred tax assets to the extent we believe these assets will more likely than not be realized. In making such determination, the Company considered all available positive and negative evidence and continued to conclude that as of |
NET INCOME (LOSS) PER SHARE ATT
NET INCOME (LOSS) PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
NET INCOME (LOSS) PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS | NET INCOME (LOSS) PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS Basic net income (loss) per share attributable to common stockholders was computed by dividing net income (loss) by the weighted-average number of common shares outstanding for the three and six months ended June 30, 2023 and 2022 (in thousands, except for per share data). Diluted net income (loss) per share gives effect to all potential shares of common stock, including common stock issuable upon conversion of our redeemable convertible preferred stock, stock options and RSUs to the extent these are dilutive. We calculated basic and diluted net income (loss) per share attributable to common stockholders as follows (in thousands, except per share amounts): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Basic net income (loss) per share attributable to common stockholders: Numerator : Net income (loss) attributable to common stockholders $ (56,536) $ (64,634) $ (110,378) $ 7,270 Denominator: Weighted average shares used in computing net income (loss) per share attributable to common stockholders, basic 298,096 283,405 295,599 279,289 Basic net income (loss) per share attributable to common stockholders $ (0.19) $ (0.23) $ (0.37) $ 0.03 Diluted net income (loss) per share attributable to common stockholders Numerator : Diluted net income (loss) attributable to common stockholders $ (56,536) $ (64,634) $ (110,378) $ 7,270 Denominator: Weighted average shares used in computing net income (loss) per share 298,096 283,405 295,599 279,289 Weighted average effect of dilutive potential common stock — — — 34,545 Weighted-average shares used in computing net income (loss) per share attributable to common stockholders, diluted 298,096 283,405 295,599 313,834 Diluted net income (loss) per share attributable to common stockholders $ (0.19) $ (0.23) $ (0.37) $ 0.02 Basic net loss per share is the same as diluted net loss per share for the period we reported a net loss. The following potentially dilutive outstanding securities were excluded from the computation of diluted net income (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): Three months ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Private warrants 1,708 1,708 1,708 1,708 Common stock options outstanding 31,400 35,840 31,400 2,069 Unvested RSUs 38,186 38,406 38,186 37,632 ESPP shares 1,911 2,225 1,911 1,662 Total potentially dilutive common stock equivalents 73,205 78,179 73,205 43,071 |
EMPLOYEE BENEFITS PLANS
EMPLOYEE BENEFITS PLANS | 6 Months Ended |
Jun. 30, 2023 | |
Retirement Benefits [Abstract] | |
EMPLOYEE BENEFITS PLANS | EMPLOYEE BENEFITS PLANS T he 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 $0.1 million and $0.2 million match |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTSOn July 11, 2023, the Company announced a restructuring plan (the “Plan”) intended to reduce operating costs and continue to accelerate its path to profitable growth. The Plan includes a reduction of approximately 170 roles, or 30% of its workforce. The Company currently estimates that it will incur charges of approximately $4.0 to $5.0 million in connection with the Plan, consisting primarily of cash expenditures for employee transition, notice period and severance payments, employee benefits, exit charges associated with office space reductions, and related costs. The Company expects that the majority of the restructuring charges will be incurred in the third and fourth quarters of fiscal 2023, and that the execution of the Plan will be substantially complete by the end of the fourth quarter of fiscal 2023, subject to local law and consultation requirements. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Pay vs Performance Disclosure | ||||||
Net income (loss) | $ (56,536) | $ (53,842) | $ (64,634) | $ 71,904 | $ (110,378) | $ 7,270 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Jun. 30, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the SEC, regarding interim financial reporting. Certain information and disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or o mitted pursuant to such rules and regulations. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes in the Company’s 2022 Form 10-K for the fiscal year ended December 31, 2022, which provides a more complete discussion of the Company’s accounting policies and certain other information. In the opinion of the Company, the accompanying unaudited condensed consolidated financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of its financial position as of June 30, 2023, and its results of operations for the three and six months ended June 30, 2023 and 2022, and cash flows for the six months ended June 30, 2023 and 2022. The condensed consolidated balance sheet as of December 31, 2022, was derived from audited annual financial statements but does not contain all of the footnote disclosures from the annual financial statements. |
Principles of Consolidation | Principles of Consolidation The accompanying condensed 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 condensed 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 condensed 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 warrants liability, loss contingencies, and the determination of stand-alone selling price of various performance obligations. 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, 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 condensed consolidated financial statements in future periods. Actual results may differ materially from those estimates. |
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 3 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. 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 June 30, 2023 and December 31, 2022. No customer accounted for more than 10% of the Company’s total revenue for the three and six months ended June 30, 2023 and 2022. |
Accounting Pronouncements | Recently Adopted Accounting Standards 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. ASU 2021-08 requires an acquirer in a business combination to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC 606, Revenue from Contract with Customers , as if it had originated the contracts. The Company adopted this standard effective January 1, 2023, which did not have a material impact on the Company’s condensed consolidated financial statements. |
REVENUE (Tables)
REVENUE (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | The following table shows the revenue by geography for the three and six months ended June 30, 2023 and 2022, respectively (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Revenue: United States $ 25,237 $ 16,640 $ 49,463 $ 32,877 International 14,330 11,841 28,098 24,114 Total revenue $ 39,567 $ 28,481 $ 77,561 $ 56,991 The following table shows over time versus point-in-time revenue for the three and six months ended June 30, 2023 and 2022, respectively (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Over time revenue $ 31,552 $ 23,399 $ 60,103 $ 44,513 Point-in-time revenue 8,015 5,082 17,458 12,478 Total $ 39,567 $ 28,481 $ 77,561 $ 56,991 |
Schedule of Accounts Receivable and Contract Balances | The accounts receivable and contract balances as of June 30, 2023 and December 31, 2022 were as follows (in thousands): June 30, December 31, Accounts receivable, net $ 16,193 $ 19,037 Unbilled accounts receivable $ 2,456 $ 1,807 Deferred revenue $ 22,857 $ 17,932 |
ACQUISITION (Tables)
ACQUISITION (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Business Acquisitions, by Acquisition | The total purchase consideration for the Enview Acquisition was $64.3 million, including an insignificant working capital adjustment finalized during the measurement period that reduced the purchase price for Enview. The total purchase consideration consisted of the following (in thousands): Amount Cash (1) $ 36,897 Common stock (1.5 million shares) (2) 23,161 Unpaid Consideration (3) 4,266 Total $ 64,324 (1) The Company paid $1.9 million and $35.0 million in cash consideration in January 2023 and 2022, respectively. (2) On the Enview Acquisition Date, the Company's closing stock price was $15.73 per share. The Company issued 0.3 million shares and 1.2 million shares in January 2023 and 2022, respectively. |
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 the fair values at the Enview Acquisition Date. The purchase price allocation includes adjustments for additional information that existed as of the Acquisition Date but at that time was unknown and became known during the measurement period of 12 months from the Acquisition Date. The following table summarizes the allocation of purchase consideration on the Enview Acquisition Date, inclusive of measurement period adjustments (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 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Purchased Intangible Assets | The following table presents details of the Company’s purchased intangible assets as of June 30, 2023 and December 31, 2022 (in thousands): June 30, 2023 December 31, 2022 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Intangible assets subject to amortization: Developed technology $ 5,400 $ (1,605) $ 3,795 $ 5,400 $ (1,065) $ 4,335 Customer relationships 6,900 (690) 6,210 6,900 (345) 6,555 Total $ 12,300 $ (2,295) $ 10,005 $ 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 June 30, 2023 (in thousands): Amount Remaining 2023 $ 885 2024 1,770 2025 1,770 2026 1,770 2027 705 2028 and thereafter 3,105 Total future amortization expense $ 10,005 |
BALANCE SHEET COMPONENTS (Table
BALANCE SHEET COMPONENTS (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Balance Sheet Related Disclosures [Abstract] | |
Schedule of Allowance for Doubtful Accounts | Allowance for doubtful accounts as of June 30, 2023 and 2022 and the rollforward for three and six months ended June 30, 2023 and 2022 were as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Balance—beginning of period $ (1,295) $ (482) $ (1,212) $ (291) Decrease (increase) in reserves 240 (4) (49) (195) Write-offs 122 65 328 65 Balance—end of period $ (933) $ (421) $ (933) $ (421) |
Schedule of Inventories | Inventories —Inventories as of June 30, 2023 and December 31, 2022, consisted of the following (in thousands): June 30, December 31, Finished goods $ 1,142 $ 2,112 Work in process 5,838 3,477 Purchased parts and raw materials 5,218 5,472 Total inventories $ 12,198 $ 11,061 |
Schedule of Property Plant and Equipment | Property and equipment as of June 30, 2023 and December 31, 2022, consisted of the following (in thousands): June 30, December 31, Machinery and equipment $ 4,049 $ 3,948 Furniture and fixtures 355 355 Leasehold improvements 719 734 Capitalized software and development costs 65,918 55,662 Total property and equipment 71,041 60,699 Accumulated depreciation and amortization (38,357) (30,140) Total property and equipment, net $ 32,684 $ 30,559 |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities as of June 30, 2023 and December 31, 2022, consisted of the following (in thousands): June 30, December 31, Accrued compensation $ 6,402 $ 5,609 Tax payable 1,358 1,669 ESPP contribution 320 341 Current unpaid acquisition consideration 4,266 6,109 Short-term operating lease liabilities 1,307 1,267 Accrued loss on firm inventory purchase commitments 933 3,991 Other current liabilities 6,050 4,930 Total accrued expenses and other current liabilities $ 20,636 $ 23,916 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
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): June 30, 2023 Level 1 Level 2 Level 3 Total Financial Assets: Cash equivalents: Money market funds $ 62,093 $ — $ — $ 62,093 Total cash equivalents $ 62,093 $ — $ — $ 62,093 Short-term investments: U.S. government and agency securities $ 223,725 $ — $ — $ 223,725 Non-U.S. government and agency securities — 19,524 — 19,524 Corporate debt securities — 61,779 — 61,779 Commercial paper — 58,267 — 58,267 Total short-term investments $ 223,725 $ 139,570 $ — $ 363,295 Total assets measured at fair value $ 285,818 $ 139,570 $ — $ 425,388 Financial Liabilities: Private warrants liability $ — $ — $ 752 $ 752 Total liabilities measured at fair value $ — $ — $ 752 $ 752 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 |
Schedule of Amortized Cost, Unrealized Gains and Losses, and Fair Value of AFS Debt Securities | The following tables summarize the amortized cost, unrealized gains and losses, and fair value of our available-for-sale debt securities as of June 30, 2023 and December 31, 2022 (in thousands): June 30, 2023 Amortized Cost Unrealized Gains Unrealized Losses Fair Value Investments: U.S. government and agency securities $ 224,191 $ — $ (466) $ 223,725 Non-U.S. government and agency securities 19,525 — (1) 19,524 Corporate debt securities 62,318 — (539) 61,779 Commercial paper 58,322 — (55) 58,267 Total available-for-sale investments $ 364,356 $ — $ (1,061) $ 363,295 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 |
Schedule 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 June 30, 2023, by contractual years-to-maturity (in thousands): June 30, 2023 Amortized Cost Fair Value Due within one year $ 364,356 $ 363,295 Total $ 364,356 $ 363,295 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Operating Lease Payments and Purchase Obligations | Purchase Obligation —T he Company has purchase obligations, which include agreements and issued purchase orders containing non-cancelable payment terms to purchase goods and services. As of June 30, 2023, future minimum purchase obligations are as follows (in thousands): Purchase Remainder of 2023 $ 12,136 2024 8,823 2025 144 Thereafter — Total $ 21,103 |
STOCKHOLDERS_ EQUITY (Tables)
STOCKHOLDERS’ EQUITY (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
Schedule of Common Stock Reserved for Future Issuance | The Company had reserved shares of common stock for future issuance as of June 30, 2023 as follows (in thousands): June 30, Private warrants to purchase common stock 1,708 Common stock options outstanding and unvested RSUs under the Amended and Restated 2011 Stock Incentive Plan 69,586 Shares available for future grant under 2021 Employee Stock Purchase Plan 11,378 Shares available for future grant under 2021 Incentive Award Plan 5,289 Total shares of common stock reserved 87,961 |
Schedule of 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, 2022 $ (52) $ (4,982) $ (5,034) Net unrealized gain — 3,921 3,921 Balance at June 30, 2023 $ (52) $ (1,061) $ (1,113) 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 — (6,111) (6,111) Balance at June 30, 2022 $ (52) $ (7,598) $ (7,650) |
PUBLIC AND PRIVATE WARRANTS (Ta
PUBLIC AND PRIVATE WARRANTS (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
Schedule Valuation Assumptions to Fair Value of Private Warrants | The following table provides the assumptions used to estimate the fair value of the Private Warrants as of June 30, 2023: June 30, 2023 Current stock price $ 3.15 Strike price $ 11.50 Expected term (in years) 3.06 Expected volatility 64.0% Risk-free interest rate 4.5% Expected dividend yield —% |
Schedule of Warrants Measured at Fair Value | The following table presents the changes in the warrants liability as of June 30, 2023 (in thousands): Total Warrants Liability Fair value at December 31, 2022 $ 803 Change in fair value (51) Fair value at June 30, 2023 $ 752 |
CONTINGENT EARN-OUT AWARDS (Tab
CONTINGENT EARN-OUT AWARDS (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Reverse Recapitalization [Abstract] | |
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 earn-out liabilities during the six months ended June 30, 2022 (in thousands): Fair Value Measurements Using Significant Unobservable Inputs 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 June 30, 2022 $ — |
STOCK PLAN (Tables)
STOCK PLAN (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
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 six months ended June 30, 2023 (in thousands, except for per share data): Options Outstanding Number of Weighted- Weighted- Average Remaining Contractual Term (Years) Aggregate Balance—December 31, 2022 33,417 $ 0.65 6.1 $ 71,842 Expired or canceled (127) 0.58 Exercised (1,890) 0.51 $ 4,348 Balance—June 30, 2023 31,400 $ 0.66 5.7 $ 78,219 Options vested and exercisable—June 30, 2023 29,391 $ 0.64 5.6 $ 73,681 |
Schedule of RSU and PRSU Activity | The following table summarizes the RSU activity under the Company’s stock plans for the six months ended June 30, 2023 (in thousands, except per share data): RSUs and PRSUs Number of Weighted- Balance—December 31, 2022 37,176 $ 10.47 Granted 9,501 2.94 Vested (7,394) 10.14 Canceled or forfeited (1,097) 5.28 Balance—June 30, 2023 38,186 $ 8.81 |
Schedule of Employee Stock Option Valuation | The following table summarizes the assumptions used to determine fair value of our 2021 ESPP: Six Months Ended June 30, 2023 2022 Expected term 0.5 – 2.0 years 0.5 - 2.0 years Expected volatility 35.2 – 48.0% 34.4 - 47.4% Risk-free interest rate 0.4 – 5.4% 0.2 - 2.7% Expected dividend yield 0% 0% |
Schedule of Stock-based Compensation Arrangement | The amount of stock-based compensation related to stock-based awards to employees in the Company’s condensed consolidated statements of operations for the three and six months ended June 30, 2023 and 2022 were as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Cost of revenue $ 842 $ 1,098 $ 1,686 $ 2,907 Research and development 7,688 7,941 15,253 20,884 Selling, general, and administrative 23,649 22,917 46,314 63,442 Stock-based compensation, net of amounts capitalized 32,179 31,956 63,253 87,233 Capitalized stock-based compensation 2,572 2,843 5,008 8,663 Total stock-based compensation $ 34,751 $ 34,799 $ 68,261 $ 95,896 |
NET INCOME (LOSS) PER SHARE A_2
NET INCOME (LOSS) PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Net Income (Loss) Attributable to Common Stockholders, Basic and Diluted | Basic net income (loss) per share attributable to common stockholders was computed by dividing net income (loss) by the weighted-average number of common shares outstanding for the three and six months ended June 30, 2023 and 2022 (in thousands, except for per share data). Diluted net income (loss) per share gives effect to all potential shares of common stock, including common stock issuable upon conversion of our redeemable convertible preferred stock, stock options and RSUs to the extent these are dilutive. We calculated basic and diluted net income (loss) per share attributable to common stockholders as follows (in thousands, except per share amounts): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Basic net income (loss) per share attributable to common stockholders: Numerator : Net income (loss) attributable to common stockholders $ (56,536) $ (64,634) $ (110,378) $ 7,270 Denominator: Weighted average shares used in computing net income (loss) per share attributable to common stockholders, basic 298,096 283,405 295,599 279,289 Basic net income (loss) per share attributable to common stockholders $ (0.19) $ (0.23) $ (0.37) $ 0.03 Diluted net income (loss) per share attributable to common stockholders Numerator : Diluted net income (loss) attributable to common stockholders $ (56,536) $ (64,634) $ (110,378) $ 7,270 Denominator: Weighted average shares used in computing net income (loss) per share 298,096 283,405 295,599 279,289 Weighted average effect of dilutive potential common stock — — — 34,545 Weighted-average shares used in computing net income (loss) per share attributable to common stockholders, diluted 298,096 283,405 295,599 313,834 Diluted net income (loss) per share attributable to common stockholders $ (0.19) $ (0.23) $ (0.37) $ 0.02 |
Schedule 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 income (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): Three months ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Private warrants 1,708 1,708 1,708 1,708 Common stock options outstanding 31,400 35,840 31,400 2,069 Unvested RSUs 38,186 38,406 38,186 37,632 ESPP shares 1,911 2,225 1,911 1,662 Total potentially dilutive common stock equivalents 73,205 78,179 73,205 43,071 |
REVENUE - Disaggregated Revenue
REVENUE - Disaggregated Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 39,567 | $ 28,481 | $ 77,561 | $ 56,991 |
Over time revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 31,552 | 23,399 | 60,103 | 44,513 |
Point-in-time revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 8,015 | 5,082 | 17,458 | 12,478 |
United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 25,237 | 16,640 | 49,463 | 32,877 |
International | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 14,330 | $ 11,841 | $ 28,098 | $ 24,114 |
REVENUE - Accounts Receivable a
REVENUE - Accounts Receivable and Contract Balances (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Revenue from Contract with Customer [Abstract] | ||
Accounts receivable, net | $ 16,193 | $ 19,037 |
Unbilled accounts receivable | 2,456 | 1,807 |
Deferred revenue | $ 22,857 | $ 17,932 |
REVENUE - Additional Informatio
REVENUE - Additional Information (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | ||
Deferred revenue recognized | $ 10.8 | $ 6.9 |
REVENUE - Remaining Performance
REVENUE - Remaining Performance Obligation (Details) $ in Millions | Jun. 30, 2023 USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Contracted but unsatisfied performance obligations | $ 58.4 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-07-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Contracted but unsatisfied performance obligations | $ 39.8 |
Contracted but unsatisfied performance obligations, period | 12 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-07-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Contracted but unsatisfied performance obligations, period |
ACQUISITION - Narratives (Detai
ACQUISITION - Narratives (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | 18 Months Ended | |||
Jan. 05, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Jan. 05, 2023 | Jun. 30, 2023 | |
Business Acquisition [Line Items] | |||||||
Measurement period | 12 months | ||||||
Transaction costs | $ 0 | $ 900 | $ 0 | $ 1,400 | |||
Enview Inc | |||||||
Business Acquisition [Line Items] | |||||||
Total | $ 64,300 | $ 64,324 |
ACQUISITION - Schedule of Busin
ACQUISITION - Schedule of Business Acquisitions, by Acquisition (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 6 Months Ended | 12 Months Ended | 18 Months Ended | ||
Jan. 05, 2022 | Jan. 31, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Jun. 30, 2023 | |
Business Acquisition [Line Items] | ||||||
Common stock (1.5 million shares) | $ 3,921 | $ 19,118 | ||||
Closing stock price ($ per share) | $ 15.73 | |||||
Common Stock | ||||||
Business Acquisition [Line Items] | ||||||
Stock Issued during period (shares) | 1,500,000 | |||||
Enview Inc | ||||||
Business Acquisition [Line Items] | ||||||
Cash | $ 1,900 | $ 35,000 | $ 36,897 | |||
Unpaid Consideration | 4,266 | |||||
Total | $ 64,300 | 64,324 | ||||
Stock Issued during period (shares) | 300,000 | 1,200,000 | ||||
Unpaid cash | 2,400 | 2,400 | ||||
Stock consideration | $ 1,900 | 1,900 | ||||
Enview Inc | Common Stock | ||||||
Business Acquisition [Line Items] | ||||||
Common stock (1.5 million shares) | $ 23,161 |
ACQUISITION - Schedule of Recog
ACQUISITION - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | Jan. 05, 2022 |
Business Acquisition [Line Items] | |||
Goodwill | $ 69,593 | $ 69,593 | |
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) - Developed technology - Enview Inc $ in Thousands | Jan. 05, 2022 USD ($) |
Business Acquisition [Line Items] | |
Finite-lived intangible assets acquired | $ 5,400 |
Weighted Average Life (in years) | 5 years |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS - Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||||
Goodwill | $ 69,593,000 | $ 69,593,000 | $ 69,593,000 | ||
Goodwill impairment loss | 0 | $ 0 | 0 | $ 0 | |
Amortization of expense | 500,000 | 200,000 | 900,000 | 500,000 | |
Impairment of intangible assets | $ 0 | $ 0 | $ 0 | $ 0 |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS - Schedule of Intangible Assets and Goodwill (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 12,300 | $ 12,300 |
Accumulated Amortization | (2,295) | (1,410) |
Total future amortization expense | 10,005 | 10,890 |
Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 5,400 | 5,400 |
Accumulated Amortization | (1,605) | (1,065) |
Total future amortization expense | 3,795 | 4,335 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 6,900 | 6,900 |
Accumulated Amortization | (690) | (345) |
Total future amortization expense | $ 6,210 | $ 6,555 |
GOODWILL AND INTANGIBLE ASSET_4
GOODWILL AND INTANGIBLE ASSETS - Schedule of Finite-Lived Intangible Assets, Future Amortization Expense (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Remaining 2023 | $ 885 | |
2024 | 1,770 | |
2025 | 1,770 | |
2026 | 1,770 | |
2027 | 705 | |
2028 and thereafter | 3,105 | |
Total future amortization expense | $ 10,005 | $ 10,890 |
BALANCE SHEET COMPONENTS - Allo
BALANCE SHEET COMPONENTS - Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||||
Balance—beginning of period | $ (1,295) | $ (482) | $ (1,212) | $ (291) |
Decrease (increase) in reserves | 240 | (4) | (49) | (195) |
Write-offs | 122 | 65 | 328 | 65 |
Balance—end of period | $ (933) | $ (421) | $ (933) | $ (421) |
BALANCE SHEET COMPONENTS - Inve
BALANCE SHEET COMPONENTS - Inventories (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Balance Sheet Related Disclosures [Abstract] | ||
Finished goods | $ 1,142 | $ 2,112 |
Work in process | 5,838 | 3,477 |
Purchased parts and raw materials | 5,218 | 5,472 |
Total inventories | $ 12,198 | $ 11,061 |
BALANCE SHEET COMPONENTS - Prop
BALANCE SHEET COMPONENTS - Property, Plant and Equipment, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Property, Plant and Equipment [Line Items] | |||||
Total property and equipment | $ 71,041 | $ 71,041 | $ 60,699 | ||
Accumulated depreciation and amortization | (38,357) | (38,357) | (30,140) | ||
Total property and equipment, net | 32,684 | 32,684 | 30,559 | ||
Depreciation and amortization | 9,102 | $ 5,563 | |||
Capitalized computer software additions | 5,300 | $ 6,300 | 10,300 | 15,700 | |
Capitalized computer software amortization | 4,000 | 2,700 | 7,800 | 4,800 | |
Cost of revenue | |||||
Property, Plant and Equipment [Line Items] | |||||
Capitalized computer software amortization | 3,700 | 2,400 | 7,200 | 4,200 | |
Selling, general, and administrative | |||||
Property, Plant and Equipment [Line Items] | |||||
Capitalized computer software amortization | 300 | 300 | 600 | 600 | |
Machinery and equipment | |||||
Property, Plant and Equipment [Line Items] | |||||
Total property and equipment | 4,049 | 4,049 | 3,948 | ||
Furniture and fixtures | |||||
Property, Plant and Equipment [Line Items] | |||||
Total property and equipment | 355 | 355 | 355 | ||
Leasehold improvements | |||||
Property, Plant and Equipment [Line Items] | |||||
Total property and equipment | 719 | 719 | 734 | ||
Capitalized software and development costs | |||||
Property, Plant and Equipment [Line Items] | |||||
Total property and equipment | 65,918 | 65,918 | $ 55,662 | ||
Property and Equipment | |||||
Property, Plant and Equipment [Line Items] | |||||
Depreciation and amortization | $ 4,300 | $ 2,800 | $ 8,200 | $ 5,000 |
BALANCE SHEET COMPONENTS - Accr
BALANCE SHEET COMPONENTS - Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Balance Sheet Related Disclosures [Abstract] | ||
Accrued compensation | $ 6,402 | $ 5,609 |
Tax payable | 1,358 | 1,669 |
ESPP contribution | 320 | 341 |
Current unpaid acquisition consideration | 4,266 | 6,109 |
Short-term operating lease liabilities | 1,307 | 1,267 |
Accrued loss on firm inventory purchase commitments | 933 | 3,991 |
Other current liabilities | 6,050 | 4,930 |
Total accrued expenses and other current liabilities | $ 20,636 | $ 23,916 |
FAIR VALUE MEASUREMENTS - Asset
FAIR VALUE MEASUREMENTS - Assets on a Recurring Basis (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Short-term investments: | ||
Short-term investments | $ 363,295 | $ 355,815 |
Financial Liabilities: | ||
Warrants liability | 752 | 803 |
Private warrants liability | ||
Financial Liabilities: | ||
Warrants liability | 752 | 803 |
Fair Value, Recurring | ||
Cash equivalents: | ||
Cash equivalents, fair value | 62,093 | 51,557 |
Short-term investments: | ||
Short-term investments | 363,295 | 355,815 |
Long-term investments: | ||
Long-term investments | 3,959 | |
Total assets measured at fair value | 425,388 | 411,331 |
Financial Liabilities: | ||
Total liabilities measured at fair value | 752 | 803 |
Fair Value, Recurring | Private warrants liability | ||
Financial Liabilities: | ||
Warrants liability | 752 | 803 |
Fair Value, Recurring | U.S. government and agency securities | ||
Short-term investments: | ||
Short-term investments | 223,725 | 181,714 |
Fair Value, Recurring | Non-U.S. government and agency securities | ||
Short-term investments: | ||
Short-term investments | 19,524 | 24,946 |
Fair Value, Recurring | Corporate debt securities | ||
Short-term investments: | ||
Short-term investments | 61,779 | 114,113 |
Long-term investments: | ||
Long-term investments | 3,959 | |
Fair Value, Recurring | Commercial paper | ||
Short-term investments: | ||
Short-term investments | 58,267 | 35,042 |
Fair Value, Recurring | Money market funds | ||
Cash equivalents: | ||
Cash equivalents, fair value | 62,093 | 51,557 |
Level 1 | Fair Value, Recurring | ||
Cash equivalents: | ||
Cash equivalents, fair value | 62,093 | 51,557 |
Short-term investments: | ||
Short-term investments | 223,725 | 181,714 |
Long-term investments: | ||
Long-term investments | 0 | |
Total assets measured at fair value | 285,818 | 233,271 |
Financial Liabilities: | ||
Total liabilities measured at fair value | 0 | 0 |
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 | 223,725 | 181,714 |
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 | |
Level 1 | Fair Value, Recurring | Commercial paper | ||
Short-term investments: | ||
Short-term investments | 0 | 0 |
Level 1 | Fair Value, Recurring | Money market funds | ||
Cash equivalents: | ||
Cash equivalents, fair value | 62,093 | 51,557 |
Level 2 | Fair Value, Recurring | ||
Cash equivalents: | ||
Cash equivalents, fair value | 0 | 0 |
Short-term investments: | ||
Short-term investments | 139,570 | 174,101 |
Long-term investments: | ||
Long-term investments | 3,959 | |
Total assets measured at fair value | 139,570 | 178,060 |
Financial Liabilities: | ||
Total liabilities measured at fair value | 0 | 0 |
Level 2 | Fair Value, Recurring | Private warrants liability | ||
Financial Liabilities: | ||
Warrants liability | 0 | 0 |
Level 2 | Fair Value, Recurring | U.S. government and agency securities | ||
Short-term investments: | ||
Short-term investments | 0 | 0 |
Level 2 | Fair Value, Recurring | Non-U.S. government and agency securities | ||
Short-term investments: | ||
Short-term investments | 19,524 | 24,946 |
Level 2 | Fair Value, Recurring | Corporate debt securities | ||
Short-term investments: | ||
Short-term investments | 61,779 | 114,113 |
Long-term investments: | ||
Long-term investments | 3,959 | |
Level 2 | Fair Value, Recurring | Commercial paper | ||
Short-term investments: | ||
Short-term investments | 58,267 | 35,042 |
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 | |
Total assets measured at fair value | 0 | 0 |
Financial Liabilities: | ||
Total liabilities measured at fair value | 752 | 803 |
Level 3 | Fair Value, Recurring | Private warrants liability | ||
Financial Liabilities: | ||
Warrants liability | 752 | 803 |
Level 3 | Fair Value, Recurring | U.S. government and agency securities | ||
Short-term investments: | ||
Short-term investments | 0 | 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 | |
Level 3 | Fair Value, Recurring | Commercial paper | ||
Short-term investments: | ||
Short-term investments | 0 | 0 |
Level 3 | Fair Value, Recurring | Money market funds | ||
Cash equivalents: | ||
Cash equivalents, fair value | $ 0 | $ 0 |
FAIR VALUE MEASUREMENTS - Amort
FAIR VALUE MEASUREMENTS - Amortized Cost, Unrealized Gains and Losses, and FV of AFS Debt Securities (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Investments: | ||
Total available-for-sale investments | $ 364,356 | $ 364,808 |
Available-for-sale investments, unrealized gains | 0 | 0 |
Available-for-sale investments, unrealized losses | (1,061) | (5,034) |
Available-for-sale, fair value | 363,295 | 359,774 |
U.S. government and agency securities | ||
Investments: | ||
Total available-for-sale investments | 224,191 | 185,371 |
Available-for-sale investments, unrealized gains | 0 | 0 |
Available-for-sale investments, unrealized losses | (466) | (3,657) |
Available-for-sale, fair value | 223,725 | 181,714 |
Non-U.S. government and agency securities | ||
Investments: | ||
Total available-for-sale investments | 19,525 | 24,989 |
Available-for-sale investments, unrealized gains | 0 | 0 |
Available-for-sale investments, unrealized losses | (1) | (44) |
Available-for-sale, fair value | 19,524 | 24,945 |
Corporate debt securities | ||
Investments: | ||
Total available-for-sale investments | 62,318 | 119,396 |
Available-for-sale investments, unrealized gains | 0 | 0 |
Available-for-sale investments, unrealized losses | (539) | (1,324) |
Available-for-sale, fair value | 61,779 | 118,072 |
Commercial paper | ||
Investments: | ||
Total available-for-sale investments | 58,322 | 35,052 |
Available-for-sale investments, unrealized gains | 0 | 0 |
Available-for-sale investments, unrealized losses | (55) | (9) |
Available-for-sale, fair value | $ 58,267 | $ 35,043 |
FAIR VALUE MEASUREMENTS - Narra
FAIR VALUE MEASUREMENTS - Narrative (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 | Jun. 30, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
AFS, Less than 12 months, gross unrealized losses | $ 400,000 | $ 200,000 | |
AFS, in continuous unrealized loss position, less than 12 months | 275,400,000 | 49,400,000 | |
Unrealized loss position for more than 12 months | 700,000 | 4,800,000 | |
AFS, in continuous unrealized loss position, 12 months or longer | 87,900,000 | $ 291,000,000 | |
Debt securities, allowance for credit loss | $ 0 | $ 0 |
FAIR VALUE MEASUREMENTS - Amo_2
FAIR VALUE MEASUREMENTS - Amortized Cost and Fair Value by Maturity (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Fair Value Disclosures [Abstract] | ||
Due within one year | $ 364,356 | |
Total available-for-sale investments | 364,356 | $ 364,808 |
Fair value, due within one year | 363,295 | |
Total available-for-sale investments | $ 363,295 | $ 359,774 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Future Minimum Operating Lease Payments and Purchase Obligations (Details) $ in Thousands | Jun. 30, 2023 USD ($) |
Purchase Obligations | |
Remainder of 2023 | $ 12,136 |
2024 | 8,823 |
2025 | 144 |
Thereafter | 0 |
Total | $ 21,103 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES - Narrative (Details) | May 16, 2022 patent | May 11, 2020 patent | Jun. 30, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Jul. 20, 2021 $ / shares shares | Jul. 19, 2021 shares |
Loss Contingencies [Line Items] | ||||||
Common stock, par value ($ per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||
Common stock, authorized (shares) | shares | 640,000,000 | 640,000,000 | ||||
Number of alleged patent infringements | patent | 4 | |||||
Additional patent found not infringed | patent | 1 | |||||
Estimated litigation liability | $ | $ 0 | $ 0 | ||||
Common Class A | ||||||
Loss Contingencies [Line Items] | ||||||
Common stock, par value ($ per share) | $ / shares | $ 0.0001 | |||||
Common stock, authorized (shares) | shares | 600,000,000 | 400,000,000 |
STOCKHOLDERS_ EQUITY - Shares R
STOCKHOLDERS’ EQUITY - Shares Reserved for Future Issuance (Details) | Jun. 30, 2023 shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Total shares of common stock reserved | 87,961,000 |
Private warrants to purchase common stock | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Total shares of common stock reserved | 1,708,000 |
Common stock options outstanding and unvested RSUs under the Amended and Restated 2011 Stock Incentive Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Total shares of common stock reserved | 69,586,000 |
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 | 11,378,000 |
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 | 5,289,000 |
STOCKHOLDERS_ EQUITY - Accumula
STOCKHOLDERS’ EQUITY - Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | $ 583,911 | $ 268,163 |
Net unrealized gain (loss) | 3,921 | (6,111) |
Ending balance | 551,502 | 631,207 |
Total | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | (5,034) | (1,539) |
Ending balance | (1,113) | (7,650) |
Foreign Currency Translation, Net of Tax | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | (52) | (52) |
Net unrealized gain (loss) | 0 | 0 |
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 | (4,982) | (1,487) |
Net unrealized gain (loss) | 3,921 | (6,111) |
Ending balance | $ (1,061) | $ (7,598) |
PUBLIC AND PRIVATE WARRANTS - N
PUBLIC AND PRIVATE WARRANTS - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jan. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Jan. 14, 2022 | Jul. 21, 2021 | |
Class of Warrant or Right [Line Items] | |||||||
Number of shares purchasable with each warrant (shares) | 1 | ||||||
Warrant, exercise price ($ per share) | $ 11.50 | $ 11.50 | |||||
Warrants, contractual life | 5 years | ||||||
Shares issued upon exercise of warrants (shares) | 2,000,000 | 9,100,000 | |||||
Proceeds from exercise of warrants | $ 27,800 | $ 0 | $ 27,844 | ||||
Redemption price per warrant ($ dollar per warrant) | $ 0.01 | ||||||
Warrants exercised | $ 0 | $ 0 | |||||
Public And Private Warrants | |||||||
Class of Warrant or Right [Line Items] | |||||||
Shares issued upon exercise of warrants (shares) | 7,100,000 | ||||||
Proceeds from exercise of warrants | $ 76,600 | ||||||
Warrants, redemption date fair value ($ per share) | $ 2 | ||||||
Public Warrant | |||||||
Class of Warrant or Right [Line Items] | |||||||
Warrants issued (shares) | 6,900,000 | ||||||
Shares issued upon exercise of warrants (shares) | 2,000,000 | 6,400,000 | |||||
Warrants and rights unexercised and outstanding | $ 600 | ||||||
Private warrants liability | |||||||
Class of Warrant or Right [Line Items] | |||||||
Warrants issued (shares) | 1,700,000 | 1,700,000 | 4,450,000 | ||||
Shares issued upon exercise of warrants (shares) | 2,700,000 | ||||||
Proceeds from exercise of warrants | $ 104,400 | ||||||
Warrants, fair value ($ per share) | $ 0.44 | $ 0.44 |
PUBLIC AND PRIVATE WARRANTS - V
PUBLIC AND PRIVATE WARRANTS - Valuation Assumptions to Fair Value of Private Warrants (Details) - Private warrants liability | 6 Months Ended |
Jun. 30, 2023 | |
Current stock price | |
Class of Warrant or Right [Line Items] | |
Derivative liability, measurement input | 3.15 |
Strike price | |
Class of Warrant or Right [Line Items] | |
Derivative liability, measurement input | 11.50 |
Expected term (in years) | |
Class of Warrant or Right [Line Items] | |
Derivative liability, measurement input, term | 3 years 21 days |
Expected volatility | |
Class of Warrant or Right [Line Items] | |
Derivative liability, measurement input | 0.640 |
Risk-free interest rate | |
Class of Warrant or Right [Line Items] | |
Derivative liability, measurement input | 0.045 |
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 | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Warrant Liability [Roll Forward] | ||||
Fair value at beginning balance | $ 803 | |||
Change in fair value of warrants liability | $ 171 | $ (4,714) | (51) | $ (26,147) |
Fair value at ending balance | 752 | 752 | ||
Private warrants liability | ||||
Warrant Liability [Roll Forward] | ||||
Fair value at beginning balance | 803 | |||
Change in fair value of warrants liability | (51) | |||
Fair value at ending balance | $ 752 | $ 752 |
CONTINGENT EARN-OUT AWARDS - Na
CONTINGENT EARN-OUT AWARDS - Narrative (Details) $ / shares in Units, $ in Millions | Jan. 18, 2022 USD ($) triggeringEvent shares | Jul. 22, 2021 USD ($) tranche d $ / shares shares |
Reverse Recapitalization [Line Items] | ||
Earn-out (shares) | 23,500,000 | |
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 | $ | $ 294.8 | |
Contingent earn-out liability | $ | $ 231.6 | |
Number of triggering events | triggeringEvent | 6 | |
Earn out shares issued (shares) | 18,800,000 | |
Earn out shares Issued after withholding of obligations | $ | $ 21.5 | |
Earn-out shares withheld for tax obligation (shares) | 2,000,000 | |
Unvested RSUs | ||
Reverse Recapitalization [Line Items] | ||
Pro rate earnout shares issuable for holders | 4,700,000 | |
Weighted Average Share Price in Excess of $13.00 | ||
Reverse Recapitalization [Line Items] | ||
Earn-out (shares) | 3,910,000 | |
Earn-out period stock price trigger ($ per share, in excess of) | $ / shares | $ 13 | |
Weighted Average Share Price in Excess of $15.50 | ||
Reverse Recapitalization [Line Items] | ||
Earn-out (shares) | 3,910,000 | |
Earn-out period stock price trigger ($ per share, in excess of) | $ / shares | $ 15.50 | |
Weighted Average Share Price in Excess of $18.00 | ||
Reverse Recapitalization [Line Items] | ||
Earn-out (shares) | 3,910,000 | |
Earn-out period stock price trigger ($ per share, in excess of) | $ / shares | $ 18 | |
Weighted Average Share Price in Excess of $20.50 | ||
Reverse Recapitalization [Line Items] | ||
Earn-out (shares) | 3,910,000 | |
Earn-out period stock price trigger ($ per share, in excess of) | $ / shares | $ 20.50 | |
Weighted Average Share Price in Excess of $23.00 | ||
Reverse Recapitalization [Line Items] | ||
Earn-out (shares) | 3,910,000 | |
Earn-out period stock price trigger ($ per share, in excess of) | $ / shares | $ 23 | |
Weighted Average Share Price in Excess of $25.50 | ||
Reverse Recapitalization [Line Items] | ||
Earn-out (shares) | 3,910,000 | |
Earn-out period stock price trigger ($ per share, in excess of) | $ / shares | $ 25.50 |
CONTINGENT EARN-OUT AWARDS - Ro
CONTINGENT EARN-OUT AWARDS - Rollforward of Contingent Earn-out Liability (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | |
Balance at beginning | $ 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 ending | $ 0 |
STOCK PLAN - Narrative (Details
STOCK PLAN - Narrative (Details) | 3 Months Ended | 5 Months Ended | 6 Months Ended | ||
Jan. 18, 2022 event shares | Jul. 22, 2021 USD ($) shares | Jun. 30, 2023 USD ($) shares | Dec. 31, 2021 | Jun. 30, 2023 USD ($) purchase_period shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unrecognized stock-based expense related to unvested options | $ | $ 700,000 | $ 700,000 | |||
Number of earnout triggers | event | 6 | ||||
Earn-out (shares) | 23,500,000 | ||||
Earn-out shares withheld for tax obligation (shares) | 2,000,000 | ||||
ISOs | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unrecognized stock-based expense, period for recognition | 1 year | ||||
PRSUs | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unrecognized stock-based expense, period for recognition | 1 year 1 month 6 days | ||||
Unrecognized stock-based expense, other than options | $ | 2,300,000 | $ 2,300,000 | |||
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 4 months 24 days | ||||
Unrecognized stock-based expense, other than options | $ | 301,800,000 | $ 301,800,000 | |||
Pro rate earnout shares issuable for holders | 4,700,000 | ||||
Earn-out shares issued (shares) | 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 | |||
2021 Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares available for grant under the plan, as percentage of shares outstanding at closing (percent) | 10% | ||||
Shares available for grant under the plan (shares) | 24,200,000 | 5,300,000 | 5,300,000 | ||
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 (shares) | 181,500,000 | ||||
2021 ESPP | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares available for grant under the plan, as percentage of shares outstanding at closing (percent) | 3% | ||||
Shares available for grant under the plan (shares) | 7,300,000 | 11,400,000 | 11,400,000 | ||
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 | 24 months | |||
Maximum employee subscription rate as a percentage of eligible compensation under the plan (percent) | 15% | ||||
Maximum number of shares per employee, per purchase period (in shares) | 3,000 | ||||
Maximum number of shares per employee, per offering period (in shares) | 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) | 500,000 | 500,000 | |||
Unrecognized stock-based expense, other than options | $ | $ 1,800,000 | $ 1,800,000 | |||
Recognized remaining weighted average service period | 1 year 4 months 24 days | ||||
2021 ESPP | ISOs | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares available for grant under the plan (shares) | 36,900,000 |
STOCK PLAN - Stock Option Activ
STOCK PLAN - Stock Option Activities (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||
Balance, beginning (shares) | 33,417 | |
Exercised (shares) | (127) | |
Expired or canceled (shares) | (1,890) | |
Balance, ending (shares) | 31,400 | 33,417 |
Exercisable (shares) | 29,391 | |
Weighted- Average Exercise Price Per Share | ||
Beginning balance ($ per share) | $ 0.65 | |
Exercised ($ per share) | 0.58 | |
Expired or canceled ($ per share) | 0.51 | |
Ending Balance ($ per share) | 0.66 | $ 0.65 |
Exercisable ($ per share) | $ 0.64 | |
Options outstanding, weighted-average remaining contractual term (in years) | 5 years 8 months 12 days | 6 years 1 month 6 days |
Options exercisable, weighted-average remaining contractual term (in years) | 5 years 7 months 6 days | |
Options outstanding, aggregate intrinsic value | $ 78,219 | $ 71,842 |
Options exercised, aggregate intrinsic value | 4,348 | |
Options exercisable, aggregate intrinsic value | $ 73,681 |
STOCK PLAN - RSU and PRSU Activ
STOCK PLAN - RSU and PRSU Activities (Details) - RSUs and PRSUs shares in Thousands | 6 Months Ended |
Jun. 30, 2023 $ / shares shares | |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward] | |
Beginning balance (shares) | shares | 37,176 |
Granted (shares) | shares | 9,501 |
Vested (shares) | shares | (7,394) |
Canceled or forfeited (shares) | shares | (1,097) |
Ending balance (shares) | shares | 38,186 |
Weighted-Average Grant Date Fair Value | |
Outstanding, beginning, weighted-average grant date fair value ($ per share) | $ / shares | $ 10.47 |
Granted ($ per share) | $ / shares | 2.94 |
Vested ($ per share) | $ / shares | 10.14 |
Canceled or forfeited ($ per share) | $ / shares | 5.28 |
Outstanding, ending, weighted-average grant date fair value ($ per share) | $ / shares | $ 8.81 |
STOCK PLAN - Fair Value Assumpt
STOCK PLAN - Fair Value Assumptions, Options and Earn-out Shares (Details) - 2021 ESPP | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected volatility, minimum (percent) | 35.20% | 34.40% |
Expected volatility, maximum (percent) | 48% | 47.40% |
Risk-free interest rate, minimum (percent) | 0.40% | 0.20% |
Risk-free interest rate, maximum (percent) | 5.40% | 2.70% |
Expected dividend yield (percent) | 0% | 0% |
Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (in years) | 6 months | 6 months |
Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (in years) | 2 years | 2 years |
STOCK PLAN - Stock-based Compen
STOCK PLAN - Stock-based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation, net of amounts capitalized | $ 32,179 | $ 31,956 | $ 63,253 | $ 87,233 |
Capitalized stock-based compensation | 2,572 | 2,843 | 5,008 | 8,663 |
Total stock-based compensation | 34,751 | 34,799 | 68,261 | 95,896 |
Cost of revenue | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation, net of amounts capitalized | 842 | 1,098 | 1,686 | 2,907 |
Research and development | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation, net of amounts capitalized | 7,688 | 7,941 | 15,253 | 20,884 |
Selling, general, and administrative | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation, net of amounts capitalized | $ 23,649 | $ 22,917 | $ 46,314 | $ 63,442 |
NET INCOME (LOSS) PER SHARE A_3
NET INCOME (LOSS) PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Numerator : | ||||||
Net income (loss) attributable to common stockholders | $ (56,536) | $ (53,842) | $ (64,634) | $ 71,904 | $ (110,378) | $ 7,270 |
Weighted average shares used in computing net loss per share attributable to common stockholders, basic (shares) | 298,096 | 283,405 | 295,599 | 279,289 | ||
Basic net income (loss) per share attributable to common stockholders ($ per share) | $ (0.19) | $ (0.23) | $ (0.37) | $ 0.03 | ||
Diluted net income (loss) attributable to common stockholders | $ (56,536) | $ (64,634) | $ (110,378) | $ 7,270 | ||
Denominator: | ||||||
Weighted average shares used in computing net loss per share attributable to common stockholders, basic (shares) | 298,096 | 283,405 | 295,599 | 279,289 | ||
Weighted average effect of dilutive potential common stock | 0 | 0 | 0 | 34,545 | ||
Weighted average shares used in computing net loss per share attributable to common stockholders, diluted (shares) | 298,096 | 283,405 | 295,599 | 313,834 | ||
Diluted net income (loss) per share attributable to common stockholders ($ per share) | $ (0.19) | $ (0.23) | $ (0.37) | $ 0.02 |
NET INCOME (LOSS) PER SHARE A_4
NET INCOME (LOSS) PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS - Antidilutive Securities (Details) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total potentially dilutive common stock equivalents | 73,205 | 78,179 | 73,205 | 43,071 |
Private warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total potentially dilutive common stock equivalents | 1,708 | 1,708 | 1,708 | 1,708 |
Common stock options outstanding | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total potentially dilutive common stock equivalents | 31,400 | 35,840 | 31,400 | 2,069 |
Unvested RSUs | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total potentially dilutive common stock equivalents | 38,186 | 38,406 | 38,186 | 37,632 |
ESPP shares | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total potentially dilutive common stock equivalents | 1,911 | 2,225 | 1,911 | 1,662 |
EMPLOYEE BENEFITS PLANS (Detail
EMPLOYEE BENEFITS PLANS (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Pension Plan | United Kingdom | ||||
Defined Contribution Plan Disclosure [Line Items] | ||||
Discretionary matching contribution | $ 0.1 | $ 0.1 | $ 0.2 | $ 0.2 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - Subsequent Event $ in Thousands | Jul. 11, 2023 USD ($) employeeRole |
Subsequent Event [Line Items] | |
Number of employee roles reduced | employeeRole | 170 |
Reduction of cost on workforce | 0.30 |
Minimum | |
Subsequent Event [Line Items] | |
Total costs | $ 4,000 |
Maximum | |
Subsequent Event [Line Items] | |
Total costs | $ 5,000 |