Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 08, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | Joby Aviation, Inc. | |
Entity Central Index Key | 0001819848 | |
Entity Tax Identification Number | 98-1548118 | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity File Number | 001-39524 | |
Entity Shell Company | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Small Business | true | |
Entity Interactive Data Current | Yes | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 2155 Delaware Avenue | |
Entity Address, Address Line Two | Suite #225 | |
Entity Address, City or Town | Santa Cruz | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 95060 | |
City Area Code | 831 | |
Local Phone Number | 426-3733 | |
Entity Common Stock, Shares Outstanding | 603,894,394 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Common Stock [Member] | ||
Document Information [Line Items] | ||
Trading Symbol | JOBY | |
Title of 12(b) Security | Common Stock, par value $0.0001 | |
Security Exchange Name | NYSE | |
Warrant [Member] | ||
Document Information [Line Items] | ||
Trading Symbol | JOBY WS | |
Title of 12(b) Security | Warrants to purchase common stock | |
Security Exchange Name | NYSE |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 1,016,496 | $ 77,337 |
Short-term investments | 345,991 | 368,587 |
Other receivables | 2,419 | 2,227 |
Prepaid expenses and other current assets | 17,588 | 3,032 |
Total current assets | 1,382,494 | 451,183 |
Property and equipment, net | 43,977 | 34,126 |
Restricted cash | 762 | 693 |
Equity method investment | 20,177 | 10,990 |
Intangible assets | 13,818 | 0 |
Goodwill | 4,880 | 0 |
Other non-current assets | 65,861 | 262 |
Total assets | 1,531,969 | 497,254 |
Current liabilities: | ||
Accounts payable | 3,558 | 4,928 |
Tenant improvements loan, current portion | 259 | 244 |
Capital lease, current portion | 1,006 | 792 |
Deferred rent, current portion | 362 | 295 |
Accrued expenses and other current liabilities | 2,418 | 1,746 |
Total current liabilities | 7,603 | 8,005 |
Tenant improvements loan, net of current portion | 750 | 946 |
Capital lease, net of current portion | 741 | 661 |
Deferred rent, net of current portion | 1,044 | 1,321 |
Warrant Liability | 64,765 | |
Earnout Shares Liability | 151,323 | |
Stock repurchase liability | 1,072 | 1,177 |
Total liabilities | 227,298 | 12,110 |
Commitments and contingencies (Note 7) | ||
Stockholders' equity (deficit): | ||
Redeemable convertible preferred stock: $0.0001 par value - 100,000,000 and 364,736,031 shares authorized at September 30, 2021 and December 31, 2020, no shares and 332,764,215 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively (Cumulative liquidation preference nil and $769,679 at September 30, 2021 and December 31, 2020, respectively) | 768,312 | |
Common stock: $0.0001 par value - 1,400,000,000 shares and 517,865,383 authorized at September 30, 2021 and December 31, 2020, 604,335,426 and 122,058,940 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively | 60 | |
Additional paid-in capital | 1,786,118 | 12,591 |
Accumulated deficit | (481,655) | (296,286) |
Accumulated other comprehensive income | 148 | 527 |
Total stockholders' equity (deficit) | 1,304,671 | (283,168) |
Total liabilities, redeemable convertible preferred stock, and stockholders' equity (deficit) | $ 1,531,969 | $ 497,254 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Statement Of Financial Position [Abstract] | ||
Temporary Equity, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Temporary Equity, Shares Authorized | 100,000,000 | 364,736,031 |
Temporary Equity, Shares Issued | 0 | 332,764,215 |
Temporary Equity, Shares Outstanding | 0 | 332,764,215 |
Temporary Equity, Liquidation Preference | $ 0 | $ 769,679 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 1,400,000,000 | 517,865,383 |
Common stock, shares, issued | 604,335,426 | 122,058,940 |
Common stock, shares, outstanding | 604,335,426 | 122,058,940 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Operating expenses: | ||||
Research and development | $ 52,092 | $ 30,713 | $ 140,310 | $ 76,940 |
Selling, general and administrative | 15,607 | 5,515 | 41,587 | 15,112 |
Total operating expenses | 67,699 | 36,228 | 181,897 | 92,052 |
Loss from operations | (67,699) | (36,228) | (181,897) | (92,052) |
Interest and other income, net | 163 | 1,081 | 872 | 4,813 |
Interest expense | (484) | (65) | (2,388) | (193) |
Income from equity method investment | 10,331 | 286 | 19,222 | 286 |
Gain on disposal of subsidiary | 0 | 6,904 | 0 | 6,904 |
Transaction expenses related to merger | (9,015) | 0 | (9,015) | 0 |
Loss from changes in fair value of derivative liability | (11,489) | 0 | (11,489) | 0 |
Convertible note extinguishment loss | (665) | 0 | (665) | 0 |
Total other income (loss) | (11,159) | 8,206 | (3,463) | 11,810 |
Loss before income taxes | (78,858) | (28,022) | (185,360) | (80,242) |
Income tax expense | 6 | 9 | 23 | |
Net loss | $ (78,858) | $ (28,028) | $ (185,369) | $ (80,265) |
Net loss per share, basic and diluted | $ (0.20) | $ (0.27) | $ (0.91) | $ (0.79) |
Weighted-average common shares outstanding, basic and diluted | 385,560,732 | 104,760,660 | 203,536,351 | 102,103,326 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Statement [Abstract] | ||||
Related Party Transaction, Purchases from Related Party | $ 547 | $ 345 | $ 1,523 | $ 969 |
Related Party Transaction, Selling, General and Administrative Expenses | $ 154 | $ 97 | $ 390 | $ 247 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
Net loss | $ (78,858) | $ (28,028) | $ (185,369) | $ (80,265) |
Other comprehensive (loss) gain: | ||||
Foreign currency translation gain (loss) | (94) | 194 | (42) | 144 |
Unrealized (loss) gain on available-for-sale securities | (14) | (517) | (337) | 847 |
Total other comprehensive (loss) gain | (108) | (323) | (379) | 991 |
Comprehensive loss | $ (78,966) | $ (28,351) | $ (185,748) | $ (79,274) |
Condensed Consolidated Statem_4
Condensed Consolidated Statement of Changes in Shareholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Common Stock [Member] | Preferred Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Income (Loss) [Member] |
Beginning Balance at Dec. 31, 2019 | $ (177,193) | $ 698,452 | $ 4,945 | $ (182,122) | $ (28) | |
Beginning Balance (In Shares) at Dec. 31, 2019 | 121,537,571 | 320,181,375 | ||||
Net loss | (25,361) | (25,361) | ||||
Stock-based compensation expense | 850 | 850 | ||||
Issuance of redeemable convertible preferred stock, net of issuance costs | $ 45,488 | |||||
Issuance of common stock upon exercise of stock options, Shares | 84,023 | |||||
Issuance of common stock upon exercise of stock options | 17 | 17 | ||||
Issuance of common stock upon the reverse recapitalization, net of issuance costs, Shares | 8,210,082 | |||||
Repurchase of common stock, Shares | (55,463) | |||||
Vesting of early exercised stock options | 104 | 104 | ||||
Other Comprehensive Income (Loss) | (570) | (570) | ||||
Ending Balance at Mar. 31, 2020 | (202,153) | $ 743,940 | 5,916 | (207,483) | (598) | |
Ending Balance (In Shares) at Mar. 31, 2020 | 121,566,131 | 328,391,457 | ||||
Beginning Balance at Dec. 31, 2019 | (177,193) | $ 698,452 | 4,945 | (182,122) | (28) | |
Beginning Balance (In Shares) at Dec. 31, 2019 | 121,537,571 | 320,181,375 | ||||
Net loss | (80,265) | |||||
Ending Balance at Sep. 30, 2020 | (251,507) | $ 768,312 | 9,905 | (262,387) | 963 | |
Ending Balance (In Shares) at Sep. 30, 2020 | 121,736,591 | 332,764,215 | ||||
Beginning Balance at Mar. 31, 2020 | (202,153) | $ 743,940 | 5,916 | (207,483) | (598) | |
Beginning Balance (In Shares) at Mar. 31, 2020 | 121,566,131 | 328,391,457 | ||||
Net loss | (26,876) | (26,876) | ||||
Issuance of redeemable convertible preferred stock, Shares | 4,372,758 | |||||
Stock-based compensation expense | 1,815 | 1,815 | ||||
Issuance of redeemable convertible preferred stock, net of issuance costs | $ 24,372 | |||||
Issuance of common stock upon exercise of stock options, Shares | 233,810 | |||||
Issuance of common stock upon exercise of stock options | 47 | 47 | ||||
Repurchase of common stock | (1) | (1) | ||||
Repurchase of common stock, Shares | (131,681) | |||||
Vesting of early exercised stock options | 82 | 82 | ||||
Other Comprehensive Income (Loss) | 1,884 | 1,884 | ||||
Ending Balance at Jun. 30, 2020 | (225,202) | $ 768,312 | 7,859 | (234,359) | 1,286 | |
Ending Balance (In Shares) at Jun. 30, 2020 | 121,668,260 | 332,764,215 | ||||
Net loss | (28,028) | (28,028) | ||||
Stock-based compensation expense | 1,974 | 1,974 | ||||
Issuance of common stock upon exercise of stock options, Shares | 68,331 | |||||
Issuance of common stock upon exercise of stock options | 19 | 19 | ||||
Vesting of early exercised stock options | 53 | 53 | ||||
Other Comprehensive Income (Loss) | (323) | (323) | ||||
Ending Balance at Sep. 30, 2020 | (251,507) | $ 768,312 | 9,905 | (262,387) | 963 | |
Ending Balance (In Shares) at Sep. 30, 2020 | 121,736,591 | 332,764,215 | ||||
Beginning Balance at Dec. 31, 2020 | (283,168) | $ 12 | $ 768,312 | 12,579 | (296,286) | 527 |
Beginning Balance (In Shares) at Dec. 31, 2020 | 122,058,940 | 332,764,215 | ||||
Net loss | (41,505) | (41,505) | ||||
Issuance of redeemable convertible preferred stock, Shares | 8,924,010 | |||||
Stock-based compensation expense | 4,808 | 4,808 | ||||
Other non-cash compensation expense | 1,741 | 1,741 | ||||
Issuance of redeemable convertible preferred stock | $ 77,619 | |||||
Issuance of common stock upon exercise of stock options, Shares | 746,830 | |||||
Issuance of common stock upon exercise of stock options | 303 | 303 | ||||
Vesting of early exercised stock options | 75 | 75 | ||||
Other Comprehensive Income (Loss) | (309) | (309) | ||||
Ending Balance at Mar. 31, 2021 | (318,055) | $ 12 | $ 845,931 | 19,506 | (337,791) | 218 |
Ending Balance (In Shares) at Mar. 31, 2021 | 122,805,770 | 341,688,225 | ||||
Beginning Balance at Dec. 31, 2020 | (283,168) | $ 12 | $ 768,312 | 12,579 | (296,286) | 527 |
Beginning Balance (In Shares) at Dec. 31, 2020 | 122,058,940 | 332,764,215 | ||||
Net loss | (185,369) | |||||
Ending Balance at Sep. 30, 2021 | 1,304,671 | $ 60 | 1,786,118 | (481,655) | 148 | |
Ending Balance (In Shares) at Sep. 30, 2021 | 604,335,426 | |||||
Beginning Balance at Mar. 31, 2021 | (318,055) | $ 12 | $ 845,931 | 19,506 | (337,791) | 218 |
Beginning Balance (In Shares) at Mar. 31, 2021 | 122,805,770 | 341,688,225 | ||||
Net loss | (65,006) | (65,006) | ||||
Issuance of redeemable convertible preferred stock, Shares | 2,677,200 | |||||
Stock-based compensation expense | 6,992 | 6,992 | ||||
Other non-cash compensation expense | 2,006 | 2,006 | ||||
Issuance of common stock upon exercise of stock options, Shares | 592,948 | |||||
Issuance of common stock upon exercise of stock options | 217 | 217 | ||||
Vesting of early exercised stock options | 112 | 112 | ||||
Other Comprehensive Income (Loss) | 38 | 38 | ||||
Ending Balance at Jun. 30, 2021 | (373,696) | $ 12 | $ 845,931 | 28,833 | (402,797) | 256 |
Ending Balance (In Shares) at Jun. 30, 2021 | 123,398,718 | 344,365,425 | ||||
Net loss | (78,858) | (78,858) | ||||
Stock-based compensation expense | 7,618 | 7,618 | ||||
Other non-cash compensation expense | 2,028 | 2,028 | ||||
Issuance of common stock upon exercise of stock options, Shares | 699,852 | |||||
Issuance of common stock upon exercise of stock options | 347 | 347 | ||||
Issuance of common stock upon exercise of SVB warrants | 752,732 | |||||
Issuance of redeemable convertible preferred stock upon exercise of In-Q-Tel warrants, Shares | 68,629 | |||||
Issuance of redeemable convertible preferred stock value upon exercise of In-Q-Tel warrants | 691 | 691 | ||||
Issuance of common stock upon conversion of Uber convertible notes, Shares | 7,716,780 | |||||
Issuance of common stock upon conversion of Uber convertible notes | 77,399 | $ 1 | 77,398 | |||
Conversion of redeemable convertible preferred stock into common stock in connection with the reverse recapitalization, Shares | 344,434,054 | (344,434,054) | ||||
Conversion of redeemable convertible preferred stock into common stock in connection with the reverse recapitalization | 845,931 | $ 34 | $ (845,931) | 845,897 | ||
Issuance of common stock upon the reverse recapitalization, net of issuance costs, Shares | 127,333,290 | |||||
Issuance of common stock upon the reverse recapitalization, net of issuance costs | 823,269 | $ 13 | 823,256 | |||
Vesting of early exercised stock options | 50 | 50 | ||||
Other Comprehensive Income (Loss) | (108) | (108) | ||||
Ending Balance at Sep. 30, 2021 | $ 1,304,671 | $ 60 | $ 1,786,118 | $ (481,655) | $ 148 | |
Ending Balance (In Shares) at Sep. 30, 2021 | 604,335,426 |
Condensed Consolidated Statem_5
Condensed Consolidated Statement of Changes in Shareholders' Equity (Deficit) (Parenthetical) $ in Thousands | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Statement Of Stockholders Equity [Abstract] | |
Issuance cost | $ 512 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash flows from operating activities | ||
Net loss | $ (185,369) | $ (80,265) |
Reconciliation of net loss to net cash used in operating activities: | ||
Depreciation and amortization expense | 11,467 | 5,157 |
Non-cash interest expense, and amortization of debt discount and issuance costs | 2,227 | |
Stock-based compensation expense | 19,418 | 4,639 |
Other non-cash compensation expense | 5,775 | |
Convertible note extinguishment loss | 665 | 0 |
Loss from change in value of warrants and earnout shares | 11,578 | |
Loss from transaction costs related to merger | 9,015 | |
Write-off of in-process research and development project | 5,030 | |
Net change in equity method investment and gain on deconsolidation of subsidiary | (9,187) | (7,190) |
Net accretion and amortization of investments in marketable securities | 3,893 | 432 |
Changes in operating assets and liabilities | ||
Other receivables and prepaid expenses and other current assets | (11,227) | (4,531) |
Other non-current assets | (9,856) | (220) |
Accounts payable and accrued and other liabilities | (435) | 6,404 |
Net cash used in operating activities | (147,006) | (75,574) |
Cash flows from investing activities | ||
Purchase of marketable securities | (336,914) | (583,244) |
Proceeds from sales of marketable securities | 47,139 | 11,100 |
Proceeds from maturities of marketable securities | 308,141 | 154,325 |
Purchases of property and equipment | (20,694) | (17,742) |
Asset acquisition and deconsolidations | (4,981) | (407) |
Net cash used in investing activities | (7,309) | (435,968) |
Cash flows from financing activities | ||
Proceeds from issuance of Series C redeemable convertible preferred stock, net | 69,860 | |
Proceeds from merger | 1,067,922 | |
Payments for offering costs | (49,717) | |
Proceeds from issuance of convertible notes payable | 74,972 | |
Proceeds from exercise of stock options and stock purchase rights | 998 | 77 |
Repayments of tenant improvement loan and capital lease obligation | (813) | (842) |
Proceeds from issuance common stock warrants | 181 | 0 |
Net cash provided by financing activities | 1,093,543 | 69,095 |
Net change in cash, cash equivalents and restricted cash | 939,228 | (442,447) |
Cash, cash equivalents and restricted cash, at the beginning of the period | 78,030 | 507,869 |
Cash, cash equivalents and restricted cash, at the end of the period | 1,017,258 | 65,422 |
Reconciliation of cash, cash equivalents and restricted cash to consolidated balance sheets | ||
Cash and cash equivalents | 1,016,496 | 64,729 |
Restricted cash | 762 | 693 |
Cash, cash equivalents and restricted cash in consolidated balance sheets | 1,017,258 | 65,422 |
Non-cash investing and financing activities | ||
Unpaid property and equipment purchases | 621 | 861 |
Property and equipment purchased through capital leases | 926 | |
Uber Elevate acquisition in exchange for Series C redeemable convertible preferred stock (Note ⚫) | 77,619 | |
Conversation of Uber note payable to Series C redeemable | 77,399 | |
Conversion of pre-merger warrants | 691 | |
Unpaid offering costs | 470 | |
Conversion of preferred stock | 845,931 | |
Net non-cash assets acquired in merger | $ 1,119 |
Company and Nature of Business
Company and Nature of Business | 9 Months Ended |
Sep. 30, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Company and Nature of Business | Note 1. Company and Nature of Business Description of Business Joby Aviation, Inc. (“Joby Aviation” or the “Company”) is a vertically integrated electric mobility company that is building a fully electric vertical takeoff and landing (“eVTOL”) optimized passenger aircraft to be used by the Company to deliver air transportation as a service. The Company is headquartered in Santa Cruz, California. Significant Risks and Uncertainties Management expects losses and negative cash flows to continue for the foreseeable future, primarily as a result of continued research and development efforts. The Company historically funded its research and development efforts through equity and debt issuances. In 2020, the Company received $ 70.5 million in gross proceeds from additional issuances of Series C Preferred Stock. In January 2021, the Company received $ 75.0 million in gross proceeds from issuance of a convertible promissory note. In August 2021, the Company raised approximately $ 1.0 billion in net proceeds from the Reverse Recapitalization (see Note 3. Reverse Recapitalization). Failure to raise additional funding or generate sufficient positive cash flows from operations in the longer term could have a material adverse effect on the Company’s ability to achieve its intended business objectives. The Company operates in a dynamic high-technology industry. The Company is subject to a number of risks, including the Company’s ability to attract and retain employees necessary to support its growth; market acceptance of the Company’s offerings; an evolving regulatory environment, advances and trends in new technologies and industry standards; litigation or claims against the Company based on intellectual property, patent, product, regulatory or other factors; and the ability to obtain future financing. The Company’s foreign operations are subject to risks inherent in operating under different legal systems and various political and economic environments. Among the risks are changes in existing income tax and other laws, possible limitations on foreign investment and income repatriation, government pricing or foreign exchange controls, and restrictions on currency exchange. In March 2020, the World Health Organization declared the coronavirus disease 2019 (“COVID-19”) outbreak a global pandemic and recommended containment measures worldwide. To comply with the recommended containment measures, the Company implemented alternative work arrangements for its employees and limited its employees’ travel activities to protect its employees and to comply with the provisions described in local shelter in place orders. Although some of the governmental restrictions have since been lifted or scaled back, recent and future surges of COVID-19 may result in restrictions being re-implemented in an effort to reduce the spread of COVID-19. The ultimate impact of the COVID-19 pandemic on the Company’s operations is unknown and will depend on future developments which are highly uncertain and cannot be predicted with confidence, including the duration and severity of the COVID-19 pandemic, the status of health and safety actions taken to contain its spread and any additional preventative and protective actions that governments, or the Company, may take, any resurgence of COVID-19 that may occur and how quickly and to what extent economic and operating conditions normalize within the markets in which the Company operates. The COVID-19 pandemic could disrupt the operations of the Company’s third-party manufacturers, suppliers and certification agencies. The Company cannot predict how long the pandemic and measures intended to contain the spread of COVID-19 will continue and what effect COVID-19 and the associated containment measures will have on its suppliers and vendors, in particular for any of the Company’s suppliers and vendors that may not qualify as essential businesses and suffer more significant disruptions to their business operations. The Company is working closely with its manufacturing partners and suppliers to help ensure the Company is able to continue its research and development activities necessary to complete the development of its eVTOL aircraft and commence delivery of its services. The impact of COVID on certification agencies is also unknown and may affect the timeline to certify the Company's aircraft. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2. Summary of Significant Accounting Policies Basis of Presentation The condensed consolidated financial statements include accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include all adjustments necessary for the fair presentation of the Company’s financial position as of September 30, 2021 and December 31, 2020 and results of operations for the three and nine months ended September 30, 2021 and 2020 and cash flows for the nine months ended September 30, 2021 and 2020. Unaudited Interim Financial Information The accompanying balance sheet as of September 30, 2021, the condensed consolidated statements of operations, condensed consolidated statements of comprehensive loss, the condensed consolidated statements of redeemable convertible preferred stock and stockholders’ equity (deficit) for the three and nine months ended September 30, 2021 and 2020 and statements of cash flows for the nine months ended September 30, 2021 and 2020, and the notes accompanying these statements are unaudited. These unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited annual financial statements and, in the opinion of management, reflect all adjustments necessary for the fair presentation of these statement. The accompanying balance sheet as of December 31, 2020 was derived from the audited consolidated financial statements as of that date. Certain disclosures have been condensed or omitted from the unaudited interim condensed consolidated financial statements. The results for the three and nine months ended September 30, 2021 are not necessarily indicative of results to be expected for the year ending December 31, 2021, any other interim periods, or any future year or period. The accompanying interim unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and the related notes thereto for the year ended December 31, 2020 included in the Company’s Current Report on Form 8-K filed with the SEC on August 16, 2021, which provides a more complete discussion of the Company’s accounting policies and certain other information On August 10, 2021 (the “Closing Date”), Reinvent Technology Partners, a Cayman Islands exempted company and special purpose acquisition company (“RTP”), completed the transactions contemplated by that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of February 23, 2021, by and among RTP, RTP Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of RTP (“RTP Merger Sub”), and Joby Aero, Inc., a Delaware corporation (“Legacy Joby”). On the Closing Date, RTP was domesticated as a Delaware corporation, Merger Sub merged with and into Legacy Joby and the separate corporate existence of Merger Sub ceased (the “Merger”), and Legacy Joby survived as a wholly owned subsidiary of RTP, which changed its name to Joby Aviation, Inc. Common Stock Warrants Liabilities In connection with the Merger, each of the 17,250,000 publicly-traded warrants (“Public Warrants”) and 11,533,333 private placement warrants (“Private Placement Warrants” and, together with the Public Warrants, the “Common Stock Warrants”) issued to Reinvent Sponsor, LLC (the "Sponsor") in connection with RTP’s initial public offering and subsequent overallotment were converted into an equal number of warrants that entitle the holder to purchase one share of the Company’s Common stock , par value $ 0.0001 (“Common Stock”) at an exercise price of $ 11.50 per share, subject to adjustments, and will expire five years after the completion of the Merger or earlier upon redemption or the Company’s liquidation. Once the Common Stock Warrants become exercisable, the Company may redeem the outstanding Common Stock Warrants subject to certain Common Stock price and other conditions as defined in the Warrant Agreement between RTP and Continental Stock Transfer & Trust Company (“Warrant Agreement”) and the Sponsor Agreement by and among the Company, Reinvent Sponsor, LLC (“Sponsor”) and RTP (“Sponsor Agreement”). no Common Stock Warrants were exercised. Earnout Shares Liability In connection with the Reverse Recapitalization and pursuant to the Sponsor Agreement, Sponsor agreed to certain terms of vesting, lock-up and transfer with respect to the 17,130,000 common shares held by it (“Earnout Shares”). The terms of the Sponsor Agreement specify that the Earnout Shares will vest upon achieving certain specified Release Events, as further described in Note 10. In accordance with ASC 815-40, the Earnout Shares are not indexed to the Common Stock and therefore are accounted for as a liability (“Earnout Shares Liability”) as of the Closing Date and subsequently remeasured at each reporting date with changes in fair value recorded as a component of other income (expense), net in the condensed consolidated statements of operations. The estimated fair value of the Earnout Shares Liability was determined using a Monte Carlo simulation using a distribution of potential outcomes on a monthly basis over the Earnout Period (as defined in Note 10) prioritizing the most reliable information available. The assumptions utilized in the calculation are based on the achievement of certain stock price milestones, including the current Company Common Stock price, expected volatility, risk-free rate, expected term and dividend rate. The Earnout Shares Liability is categorized as a Level 3 fair value measurement because the Company estimates projections during the Earnout Period utilizing unobservable inputs. Determination of the fair value of the Earnout Shares Liability involves certain assumptions requiring significant judgment and actual results may differ from assumed and estimated amounts. Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities, expenses and disclosure of contingent assets and liabilities. The most significant estimates are related to the valuation of common stock, stock-based awards, preferred stock, preferred stock warrant and intangible assets acquired and the valuation of and provisions for income taxes and contingencies. These estimates and assumptions are based on current facts, historical experience and various other factors believed to be reasonable under related circumstances. The estimates form the basis for making judgments about the carrying values of assets and liabilities and the recording of expenses that are not readily apparent from other sources. Actual results may differ materially and adversely from these estimates. Segments Operating segments are defined as components of an entity where discrete financial information is evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to allocate resources and in assessing performance. The Company has one operating segment because its CODM, who is its Chief Executive Officer, reviews Company’s financial information on a consolidated basis for purposes of making decisions regarding allocating resources and assessing performance. The Company has no segment managers who are held accountable by the CODM for operations, operating results, and planning of components below the consolidated level. Fair Value of Financial Instruments The Company’s financial instruments consist of cash and cash equivalents, short-term investments, other receivables, accounts payable, accrued liabilities, short-term and long-term debt, redeemable convertible preferred stock, common stock warrants, redeemable convertible preferred stock warrants, common stock warrants liabilities and Earnout Shares Liability. The carrying amounts of cash and cash equivalents, short-term investments, other receivables, accounts payable, and accrued and other current liabilities approximates their fair values due to the short time to the expected receipt or payment. The carrying amount of the Company’s short-term debt approximates its fair value as the effective interest rate approximates market rates currently available to the Company. Common stock warrants which are initially recorded in equity at the value allocated to them are not subject to remeasurement in subsequent periods. At initial recognition, the Company recorded the redeemable convertible preferred stock warrant liability, common stock warrants liabilities and Earnout Shares Liability on the balance sheet at their fair value. The redeemable convertible preferred stock warrant liability, common stock warrants liabilities and Earnout Shares Liability are subject to remeasurement at each balance sheet date, with changes in fair value recognized as a component of other income, net in the condensed consolidated statements of operations. Concentrations of Credit Risk Financial instruments that subject the Company to credit risk consist primarily of cash, cash equivalents and restricted cash, short-term investments and other receivables. At September 30, 2021 and December 31, 2020, cash and cash equivalents consist of cash deposited with domestic and foreign financial institutions that are of high-credit quality. The Company is exposed to credit risk in the event of default by the domestic financial institutions to the extent that cash and cash equivalent deposits are in excess of amounts insured by the Federal Deposit Insurance Corporation. Foreign cash balances are not insured. The Company has not experienced any losses on its deposits since inception. Short-term investments consist of government and corporate debt securities and corporate asset backed securities that carry high-credit ratings and accordingly, minimal credit risk exists with respect to these balances. The Company’s other receivables are due from United States government agencies under the Company’s government grant contracts. At September 30, 2021 and December 31, 2020, two agencies accounted for 90 % and 89 % of the Company’s other receivables, respectively. The Company provides for uncollectible amounts when specific credit problems are identified. In doing so, the Company analyzes historical bad debt trends, debtor creditworthiness, current economic trends, and changes in debtor payment patterns when evaluating the adequacy of the allowance for doubtful accounts. Investment in SummerBio, LLC Following the outbreak of the COVID-19 pandemic, the Company’s management determined that certain previously developed technology that was accessible to the Company could be repurposed and applied in providing high-volume rapid COVID-19 testing. To enable the development and deployment of this technology, in May 2020, SummerBio, LLC (“SummerBio”) was established which was 100% beneficially owned by the Company. In August 2020, SummerBio began to generate income through providing the logistical infrastructure for high-volume rapid COVID-19 testing. In August 2020 SummerBio raised additional financing through issuing equity instruments to related parties and changed the structure of its board of directors. As a result, the Company’s voting interest was reduced to approximately 61.5% and the Company would no longer nominate a majority of the members of SummerBio’s board of directors. The Company concluded that in August 2020, it does not have the ability to direct the decisions that most significantly impact SummerBio’s economic performance, but that the Company still maintains significant influence over SummerBio. The Company has determined that it is not the primary beneficiary of SummerBio and, therefore, accounts for its investment in SummerBio under the equity method of accounting. At September 30, 2021 and December 31, 2020 the Company reviewed its investment in SummerBio for impairment by determining whether events or changes in circumstances indicate that the carrying amount of the investment may not be recoverable. The Company determined that the carrying value of the investment did not exceed its fair value and, therefore, there are no indicators that its investment in SummerBio is impaired. In making this judgment, the Company considered all quantitative and qualitative evidence available to the Company at the time of the review. Asset Acquisitions and Business Combinations Upon an acquisition, the Company performs an initial test to determine whether substantially all of the fair value of the gross assets transferred is concentrated in a single identifiable asset or a group of similar identifiable assets, such that the acquisition would not represent a business. If that test suggests that the set of assets and activities is a business, the Company then performs a second test to evaluate whether the assets and activities transferred include inputs and substantive processes that together, significantly contribute to the ability to create outputs, which would constitute a business. If the result of the second test suggests that the acquired assets and activities constitute a business, the Company accounts for the transaction as a business combination. For transactions accounted for as business combinations, the Company allocates the fair value of acquisition consideration to the acquired identifiable assets and liabilities based on their estimated fair values. Acquisition consideration includes the fair value of any promised contingent consideration. The excess of the fair value of acquisition consideration over the fair value of acquired identifiable assets and liabilities is recorded as goodwill. Contingent consideration is remeasured to its fair value each reporting period with changes in the fair value of contingent consideration recorded in general and administrative expenses. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but inherently uncertain and unpredictable, and as a result, actual results may differ from estimates. In certain circumstances, the allocations of the excess purchase price are based upon preliminary estimates and assumptions and subject to revision when the Company receives final information, including appraisals and other analyses. During the measurement period, which is one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings. Acquisition-related costs are expensed as incurred. For transactions accounted for as asset acquisitions, the cost, including certain transaction costs, is allocated to the assets acquired on the basis of relative fair values. The Company generally includes contingent consideration in the cost of the assets acquired only when the uncertainty is resolved. The Company recognizes contingent consideration adjustments to the cost of the acquired assets prospectively using the straight-line method over the remaining useful life of the assets. No goodwill is recognized in asset acquisitions. Goodwill Goodwill is recorded when the consideration paid for a business acquisition exceeds the fair value of net identifiable assets and liabilities acquired. Goodwill is measured and tested for impairment annually on the first business day of the fiscal fourth quarter and whenever events or changes in circumstances indicate the carrying amount of goodwill may exceed its implied fair value. The Company first assesses qualitative factors to determine whether it is more likely than not that the fair value of goodwill’s reporting unit is less than its carrying amount, however the Company may determine to proceed directly to the quantitative impairment test. If the Company assesses qualitative factors and concludes that it is more likely than not that the fair value of goodwill’s reporting unit is less than its carrying amount or if the Company determines not to use the qualitative assessment, then a quantitative impairment test is performed. The quantitative impairment test requires comparing the fair value of the reporting unit to its carrying value, including goodwill. The Company has identified that its business operates as a single operating segment which is also a single reporting unit for purposes of testing for goodwill impairment. An impairment exists if the fair value of the reporting unit is lower than its carrying value, and the Company would record a goodwill impairment loss in the fiscal quarter in which the determination is made. Intangible Assets Intangible assets include identifiable intangible assets, primarily software technologies resulting from acquisitions (see Note 5). Acquired intangible assets are initially recorded at fair value. The fair value of software technologies is estimated on the basis of replacement cost and the fair value of contractual agreements asset is based primarily on the discounted cash flow model. Software technologies are amortized on a straight-line basis over their estimated useful lives, generally 3 to 5 years . The Company’s estimates of useful lives of intangible assets are based on cash flow forecasts which incorporate various assumptions, including forecasted remaining useful life until technological obsolescence of software. Contractual Agreements Contractual agreements asset (see Note 5) is classified as other non-current assets on the consolidated balance sheet. The Company will amortize the contractual agreements asset in proportion to the estimated incremental cash flows earned under the agreement over an estimated period of three years. The Company expects to begin generating incremental cash flows under the contractual agreements asset in 2024. The Company reviews the contractual agreements asset for impairment at least annually or whenever events or changes in circumstances indicate the carrying amount of the asset may not be recoverable. Recoverability of the contractual agreements asset is measured by comparing the carrying amount of the asset to future net cash flows expected to be generated by the asset. If the Company determines that the carrying value of the asset may not be recoverable, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Fair value is determined through various valuation techniques, including discounted cash flow models, quoted market values, and third-party independent appraisals, as considered necessary. Redeemable Convertible Preferred Stock Warrant The Company’s redeemable convertible preferred stock warrants require liability classification and accounting as the underlying redeemable convertible preferred stock is considered contingently redeemable and may obligate the Company to transfer assets to the holders at a future date upon occurrence of a deemed liquidation event. The redeemable convertible preferred stock warrants are recorded at fair value upon issuance and are subject to remeasurement to fair value at each balance sheet date, with any changes in fair value recognized in the condensed consolidated statements of operations. Emerging Growth Company The Company is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012. As such the Company is eligible for exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies, including reduced reporting and extended transition periods to comply with new or revised accounting standards for public business entities. The Company has elected to avail itself of this exemption and, therefore, will not be subject to the timeline for adopting new or revised accounting standards for public business entities that are not emerging growth companies, and will follow the transition guidance applicable to private companies. New Accounting Pronouncements Not Yet Adopted In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) . In July 2018, the FASB issued ASU No. 2018-10, Codification Improvements to Topic 842, Leases , which provides clarification to ASU No. 2016-02. These ASUs require an entity to recognize a lease liability and a ROU asset in the balance sheets for leases with lease terms of more than 12 months. Lessor accounting is largely unchanged, while lessees will no longer be provided with a source of off-balance-sheet financing. This guidance is effective for fiscal years beginning after December 15, 2021, and for interim periods within fiscal years beginning after December 15, 2022. In July 2018, the FASB issued ASU No. 2018-11, Leases (Topic 842): Targeted Improvements , which allows entities to elect a modified retrospective transition method where entities may continue to apply the existing lease guidance during the comparative periods and apply the new lease requirements through a cumulative effect adjustment in the period of adoptions rather than in the earliest period presented. The Company expects to recognize a right-of-use asset and corresponding lease liabilities for its lease arrangements upon the adoption of this standard. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , which amends the impairment model by requiring entities to use a forward-looking approach based on expected losses to estimate credit losses on certain types of financial instruments, including trade receivables and available-for-sale debt securities. The guidance is effective for the Company beginning in the first quarter of 2023. The Company is evaluating the impact of adopting this guidance on its condensed consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes , that simplifies the accounting for income taxes by eliminating certain exceptions related to the approach for intra-period tax allocation and modified the methodology for calculating income taxes in an interim period. It also clarifies and simplifies other aspects of the accounting for income taxes. The guidance is effective for the Company for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022 with early adoption permitted. The Company is evaluating the effect of this guidance on its condensed consolidated financial statements. In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting . The guidance provides optional expedients and exceptions for applying generally accepted accounting principles to contract modifications and hedging relationships, subject to meeting certain criteria, that reference LIBOR or another reference rate expected to be discontinued. The guidance also establishes (1) a general contract modification principle that entities can apply in other areas that may be affected by reference rate reform and (2) certain elective hedge accounting expedients. The amendment is effective for all entities through December 31, 2022. The Company is evaluating the effect of this guidance on its condensed consolidated financial statements. In January 2020, the FASB issued ASU 2020-01, Investments - Equity Securities (Topic 321), Investments - Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815): Clarifying the Interactions Between Topic 321, Topic 323, and Topic 815 - a consensus of the FASB Emerging Issues Task Force , which makes improvements related to the following two topics: (1) accounting for certain equity securities when the equity method of accounting is applied or discontinued, and (2) scope considerations related to forward contracts and purchased options on certain securities. The guidance is effective for the Company beginning in the first quarter of fiscal year 2022 with early adoption permitted. The Company is evaluating the effect this new guidance on its condensed consolidated financial statements. |
Reverse Recapitalization
Reverse Recapitalization | 9 Months Ended |
Sep. 30, 2021 | |
Reverse Recapitalization Disclosure [Abstract] | |
Reverse Recapitalization | Note 3. Reverse Recapitalization On August 10, 2021 , RTP and Legacy Joby completed the Merger, and RTP changed its name to Joby Aviation, Inc. In connection with the execution of the Merger Agreement, on February 23, 2021, RTP entered into separate subscription agreements (each a “Subscription Agreement”) with a number of investors (each a “PIPE Investor”), pursuant to which the PIPE Investors agreed to purchase, and RTP agreed to sell to the PIPE Investors, an aggregate of 83,500,000 shares of Common Stock (“PIPE Shares”), for a purchase price of $ 10.00 per share, in a private placement (“PIPE Financing”). The PIPE Financing closed substantially concurrently with the consummation of the Merger. Concurrently with the execution of the Merger Agreement, on February 23, 2021, RTP, Sponsor and Legacy Joby entered into the Sponsor Agreement pursuant to which 17,130,000 shares of the Company (“Earnout Shares”) became subject to vesting with 20 % of the Earnout Shares vesting in equal tranches when the volume-weighted average price of the Company's common stock is greater than $ 12.00 , $ 18.00 , $ 24.00 , $ 32.00 and $ 50.00 for any 20 trading days within a period of 30 trading days (the “Vesting Events”). After 10 years following the consummation of the Merger, any Earnout Shares which have not yet vested are forfeited. Pursuant to ASC 805, for financial accounting and reporting purposes, Legacy Joby was deemed the accounting acquirer with RTP being treated as the accounting acquiree, and the Merger was accounted for as a reverse recapitalization (the “Reverse Recapitalization”). Accordingly, the financial statements of the Company represent a continuation of the financial statements of Legacy Joby, with the Merger being treated as the equivalent of the Legacy Joby issuing stock for the net assets of RTP, accompanied by a recapitalization. The net assets of RTP were stated at historical costs, with no goodwill or other intangible assets recorded, and were consolidated with Legacy Joby’s financial statements on the Closing Date. Operations prior to the Closing Date are presented solely as those of Legacy Joby. The number of Legacy Joby common shares and redeemable convertible preferred shares for all periods prior to the Closing Date have been retrospectively increased using the exchange ratio that was established in accordance with the Merger Agreement (the “Exchange Ratio”). Upon the consummation of the Merger, the Company gave effect to the issuance of 127,333,290 shares of Common Stock for the previously issued RTP common stock and PIPE Shares that were outstanding at the Closing Date . The Company raised $ 1,067.9 million of proceeds including the contribution of $ 232.9 million of cash held in RTP's trust account from its initial public offering, net of redemptions of RTP public stockholders of $ 424.2 million and reimbursements for RTP's expenses of $ 33.3 million, and $ 835.0 million of cash in connection with the PIPE Financing. The Company incurred $ 50.2 million of transaction costs, consisting of banking, legal, and other professional fees, of which $ 41.2 million was recorded as a reduction to additional paid-in capital of proceeds and the remaining $ 9.0 million was expensed immediately upon consummation of the Merger as transaction expenses related to the Merger in the condensed consolidated statements of operations . |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 4. Fair Value Measurements Assets and liabilities recorded at fair value on a recurring basis in the condensed consolidated balance sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair values. Fair value represents the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The authoritative guidance on fair value measurements establishes a three-tier fair value hierarchy for disclosure of fair value measurements as follows: Level 1 - Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date; Level 2 - Inputs are observable, unadjusted quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities; and Level 3 - Unobservable inputs that are significant to the measurement of the fair value of the assets or liabilities that are supported by little or no market data. A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and consider factors specific to the asset or liability. The Company’s financial assets consist of Level 1 and 2 assets. The Company classifies its cash equivalents and marketable debt securities within Level 1 or Level 2 because they are valued using either quoted market prices or inputs other than quoted prices which are directly or indirectly observable in the market, including readily-available pricing sources for the identical underlying security which may not be actively traded. The Company’s fixed income available-for-sale securities consist of high quality, investment grade securities from diverse issuers. The valuation techniques used to measure the fair value of the Company’s marketable debt securities were derived from non-binding market consensus prices that are corroborated by observable market data and quoted market prices for similar instruments. The Company’s financial liabilities measured at fair value on a recurring basis consist of Level 2 and Level 3 liabilities. The Company classifies the Private Placement Warrants within Level 2, because they were valued using inputs other than quoted prices which are directly observable in the market, including readily available pricing for the Company's Public Warrants. The Company classifies the redeemable convertible preferred stock warrant and the Earnout Shares Liability within Level 3. The Common Stock Warrant and earnout shares liability are measured at fair value on a recurring basis. Changes in fair value of Level 3 liabilities are recorded in other income, net, in condensed consolidated statements of operations. The following table sets forth the fair value of the Company’s financial assets and liabilities measured on a recurring basis by level within the fair value hierarchy (in thousands): September 30, 2021 Level 1 Level 2 Level 3 Total Assets measured at fair value Money market funds $ 982,110 $ — $ — $ 982,110 Cash equivalents 982,110 — — 982,110 Term deposits — 40,046 — 40,046 Asset backed securities — 69,676 — 69,676 Government debt securities — 47,234 — 47,234 Corporate debt securities — 189,035 — 189,035 Available-for-sale investments — 345,991 — 345,991 Total fair value of assets $ 982,110 $ 345,991 $ — $ 1,328,101 Liabilities measured at fair value Common stock warrant liabilities (Public) $ 38,814 $ - $ - $ 38,814 Common stock warrant liabilities (Private Placement) — 25,951 — 25,951 Earnout Shares Liability — — 151,323 151,323 Total fair value of liabilities $ 38,814 $ 25,951 $ 151,323 $ 216,088 December 31, 2020 Level 1 Level 2 Level 3 Total Assets measured at fair value Money market funds $ 74,049 $ — $ — $ 74,049 Cash equivalents 74,049 — — 74,049 Asset backed securities — 52,022 — 52,022 Government debt securities — 57,829 — 57,829 Corporate debt securities — 258,736 — 258,736 Marketable securities — 368,587 — 368,587 Total fair value of assets $ 74,049 $ 368,587 $ — $ 442,636 The following is a summary of the Company’s available-for-sale securities (in thousands): September 30, 2021 Adjusted Unrealized Unrealized Recorded Assets measured at fair value Term deposits $ 40,046 $ — $ — $ 40,046 Asset backed securities 69,690 10 ( 24 ) 69,676 Government debt securities 47,232 5 ( 3 ) 47,234 Corporate debt securities 189,039 3 ( 7 ) 189,035 Total $ 346,007 $ 18 $ ( 34 ) $ 345,991 December 31, 2020 Adjusted Unrealized Unrealized Recorded Asset backed securities $ 51,938 $ 84 $ — $ 52,022 Government debt securities 57,826 3 — 57,829 Corporate debt securities 258,502 234 — 258,736 Total $ 368,266 $ 321 $ — $ 368,587 There were no transfers between Level 1, Level 2 or Level 3 financial instruments in the nine months ended September 30, 2021 and 2020. In nine months ended September 30, 2020, the Company did no t have any Level 3 financial assets or liabilities measured at fair value on a recurring basis. The following table sets forth a summary of the change in the fair value, which is recognized as a component of other income within the condensed consolidated statement of operations, of the Company’s Level 3 financial liabilities (in thousands): In-Q-Tel Warrant Liability Earnout Shares Liability Fair value as of January 1, 2021 $ — $ — Initial fair value of the In-Q-Tel warrant liability 602 — Earnout Shares Liability recognized upon the closing of the reverse recapitalization — 149,911 Change in fair value 89 1,412 Extinguishment of Legacy Joby In-Q-Tel warrant liability to common stock upon the reverse recapitalization ( 691 ) — Fair value as of September 30, 2021 $ — $ 151,323 The fair values of the In-Q-Tel warrant liability and Earnout Shares Liability (see Note 10) are based on significant unobservable inputs, which represent Level 3 measurements within the fair value hierarchy. In determining the fair value of the In-Q-Tel warrant liability, the Company used the Black-Scholes option pricing model to estimate the fair value using unobservable inputs including the expected term, expected volatility, risk-free interest rate and dividend yield (see Note 10). |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2021 | |
Business Combinations [Abstract] | |
Acquisitions | Note 5. Acquisitions Acquisition of Uber Elevate On January 11, 2021, the Company entered into certain agreements with Uber Technologies, Inc. (“Uber”), under which it acquired Uber Elevate, Inc (“Uber Elevate”), a portion of Uber's business dedicated to development of aerial ridesharing, issued to Uber a Convertible Promissory Note (“Uber CPN”) and entered into a collaboration agreement with Uber (the “Uber Agreement”). Uber Elevate was a business incubated within Uber, which had developed multiple proprietary software technologies and built a highly skilled engineering team focused on multimodal ride sharing coordination, connected airspace management, urban transportation and simulation, and certifiable aviation grade battery technology. The Uber Elevate acquisition was intended to complement the Company’s existing technologies and expertise to gain integration into the Uber app and progress commercialization of aerial ridesharing services. In accordance with the Share Purchase Agreement between the Company, Uber and Uber Elevate (the “Share Purchase Agreement”), the Company acquired all of the outstanding common stock of Uber Elevate and certain other assets (see below) in exchange for 8,924,009 shares of the Company’s Series C redeemable convertible preferred stock. At the acquisition date, the fair value of the Company’s Series C redeemable convertible preferred stock was $ 8.70 per share, resulting in the total fair value of consideration transferred to Uber of $ 77.6 million. The fair value of the Company’s Series C redeemable convertible preferred stock was estimated using a multi-scenario option pricing method model, consistent with the approach employed to value the Company’s common stock. This model specifically considered the potential for the conversion of the Series C redeemable convertible preferred stock to common stock on a 1-for-1 basis in the event of a merger with (or acquisition of) a special purpose acquisition company (“SPAC”). No single identifiable assets or group of similar identifiable assets of Uber Elevate represented substantially all of the fair value of the gross assets acquired. Further, Uber Elevate acquisition included inputs, represented by tangible assets and developed software technologies, and processes, represented by experienced workforce, which together significantly contribute to Uber Elevate’s ability to create outputs, represented by commercialization of aerial ridesharing. The Company concluded that Uber Elevate represents a business, and acquisition of Uber Elevate was accounted as a business combination. Under the terms of the Share Purchase Agreement, certain employees of Uber Elevate who continued their employment with the Company following the acquisition of Uber Elevate were allowed to retain their unvested Uber RSUs that would otherwise have vested on or prior to December 16, 2021, provided that such employees remain employed by the Company through December 16, 2021 (the “Uber RSU provision”). All RSUs subject to the Uber RSU provision vest on December 16, 2021. This incentive was provided by Uber to such employees to ensure successful integration of Uber Elevate and progress of the development efforts under the Uber Agreement (see below). Because Uber is also a holder of pecuniary interest in the Company, the Company concluded that the Uber RSU provision in substance represents non-cash compensation of the Company. The total fair value of the non-cash compensation as of the acquisition date was $ 7.5 million and will be recognized over the period between the acquisition date and December 16, 2021. $ 2.0 million and $ 5.8 million was recognized as other non-cash compensation during the three and nine months ended September 30, 2021, respectively. $ 1.8 million and $ 0.2 million are included in research and development expenses and selling, general and administrative expenses during the three months ended September 30, 2021, respectively. $ 5.2 million and $ 0.6 million are included in research and development expenses and selling, general and administrative expenses during the nine months ended September 30, 2021, respectively. The Uber CPN was issued in exchange for gross proceeds of $ 75.0 million, which is the note’s face amount. The Uber CPN bore interest at simple interest rate of 5 % per annum and matured two years after its issuance. The Uber CPN was convertible into common or preferred stock of the Company, depending on the occurrence or non-occurrence of various equity financing scenarios, including an IPO or a merger with (or acquisition of) a SPAC. The Uber CPN was issued at a premium, as its fair value at issuance was $ 74.5 million, $ 0.5 million below its face amount. Because the Uber CPN is considered a transaction separate from the business combination, but would not have been entered into absent the business combination, the Company recognized the $ 0.5 million premium at issuance of the Uber CPN as a reduction of the total consideration transferred to Uber for the acquisition of the Uber Elevate. Upon closing of the Merger, the unpaid principal amount of $ 75.0 million plus accrued and unpaid interest in the amount of $ 2.2 million was converted into 7,716,780 shares of common stock of Joby Aviation. Under the terms of the Uber Agreement, the Company and Uber agreed to continue focused development of their respective existing technologies to achieve mutual integration of their transportation services offerings to their customers. The Uber Agreement is intended to provide for the Company and Uber to work together to enable seamless passenger services across their respective businesses and for customers of either company to be able to order the services of the other party via their respective applications. The Uber Agreement includes terms governing the software integration and data-sharing that will be necessary to enable such services across one or both businesses, regardless of the initial platform or combination of services requested by the passenger. As part of the Uber Agreement, the Company commits to continue developing its passenger air mobility services and that Uber’s customers will be able to purchase the Company’s air mobility services from the Uber app. Similarly, Uber commits to enable its customers to order the Company’s services or combined services. The parties also intend to work together to enable Uber to fulfill “last mile” terrestrial ride services to and from the Company’s air mobility services end points. The parties intend to market to their respective customers and generally the availability of the other’s services orderable from their respective applications. The Uber Agreement also includes terms regarding branding to be incorporated into the parties’ respective ride-hailing applications, as well as a management process for the two parties to work together in both the development and commercialization phases contemplated by the agreement. The Uber Agreement further makes clear that each party retains independence in setting the prices for its own services. Finally, the Uber Agreement contains standard and customary intellectual property cross-licensing and intellectual property ownership terms, limitations of liability clauses, indemnification, dispute resolution, and other typical commercial terms. The Uber Agreement embodies significant benefits to the Company, consisting primarily of customer demand aggregation, improved load factor as well as below market commissions. The fair value of the asset representing these benefits (the “contractual agreements asset”) at inception was $ 49.5 million. The Company considered whether the Uber Agreement, entered into concurrently with the Share Purchase Agreement, is a part of the Uber Elevate business combination, or is a separate transaction. Under ASC 805, a transaction entered into by or on behalf of the acquirer or primarily for the benefit of the acquirer or the combined entity, rather than primarily for the benefit of the acquiree (or its former owners) before the combination, is likely to be a separate transaction. The Uber Agreement contains features, which in combination result in significant financial and other benefits primarily to the Company. Accordingly, the Company concluded that the Uber Agreement represents a transaction separate from the Uber Elevate acquisition. Because the Uber Agreement was not a part of the Uber Elevate business combination, the Company used the relative fair value method to allocate the total consideration transferred to Uber between the purchase consideration for acquiring Uber Elevate business and the contractual agreements asset. The Company will amortize the contractual agreements asset in proportion to the estimated incremental cash flows earned under the Uber Agreement over an estimated period of three years. The Company expects to begin generating incremental cash flows under the contractual agreements asset in 2024. The methodologies used in determining the fair values of Uber Elevate and contractual agreements asset, as well as the respective key assumptions, are as follows. Valuation of Uber Elevate - the estimated fair value of Uber Elevate was $ 20.0 million. The Company determined the fair value of Uber Elevate using the asset accumulation method (also known as the net asset method). This method measures the value of equity as the sum of the values of a company’s assets reduced by the sum of the values of its liabilities. Uber Elevate assets included property and equipment, developed software technologies, and the assembled workforce. The Company concluded that the fair value of property and equipment was not materially different from its book value. In determining the fair value of developed software technologies, the Company used the replacement cost approach, under which the Company estimates the fair value based upon the estimated cost of replacing or reproducing the asset, less adjustments for physical deterioration and functional obsolescence, if relevant. The Company based valuation of developed technologies on its estimates of development time and cost for each development phase and technology element, which included estimates of engineering costs per person-month for concept development and design, coding, testing and quality control review and operations costs. The Company then added to the total replacement cost an allowance for a fair return on investment during the development period of 35 %, based on the peer group weighted average cost of capital analysis. This value is then adjusted for depreciation and/or obsolescence present in each software technology using an age-life calculation, reducing the preliminary values by 23.0 % to 37.0 % percent, depending on management’s estimate of the age and expected remaining life of the existing software code bases. The Company based valuation of assembled workforce on its estimates of average cost per employee, which included average annual and monthly salaries, overhead burden and direct recruiting and training costs. Valuation of the contractual agreements asset - the estimated fair value of the contractual agreements asset was $ 49.5 million. The Company determined the value of the contractual agreements asset by using the incremental cashflow approach, which involved comparing the Company’s forecasted cash flow with the Uber Elevate assets in place, versus without them in place, and then deducting the estimated fair values of key contributory assets, including developed software technology and the acquired workforce, since the Company’s “with” scenario assumes that those contributory assets are in place as well (the “with and without” method). The forecast model assumes that the contractual agreements asset and acquired Uber Elevate assets will result in incremental cash flow over a three-year period due to lower costs and higher load factors. The Company applied a 25.0 % discount rate, which was based upon the cost of capital analysis. The following table summarizes the allocation of total consideration between Uber Elevate and the contractual agreements asset (in thousands, except share and per share data): Series C redeemable convertible preferred stock ( 8,924,009 shares at $ 8.70 per share fair value) $ 77,619 Less: premium on Uber CPN ( 465 ) Total consideration 77,154 Consideration allocated to contractual agreements asset ( 54,944 ) Consideration allocated to Uber Elevate $ 22,210 The factors contributing to the recognition of goodwill were based upon the Company’s conclusion that there are strategic and synergistic benefits that are expected to be realized from the acquisition. Goodwill of $ 4.9 million recorded for the Uber Elevate acquisition is expected to be deductible for tax purposes. The purchase price allocation for Uber Elevate is as follows (in thousands): Goodwill $ 4,880 Automation Platform Software Technology 7,200 Multimodal Software Technology 4,900 Simulation Software Technology 4,600 Property and equipment 630 Total purchase consideration $ 22,210 Unaudited Supplemental Pro Forma Information Uber Elevate did not generate any revenue prior to its acquisition by the Company. In addition, due to the close proximity of Uber Elevate acquisition date to the beginning of 2021, the pre-acquisition net loss of Uber Elevate was immaterial. Therefore, the pro forma information that presents the combined results of operations for the period presented, as if Uber Elevate was acquired as of the beginning of 2021 is not materially different from the consolidated results of operations for the nine months ended September 30, 2021. Asset Acquisition On April 6, 2021, the Company completed acquisition of an entity (the “acquiree”) engaged in the development of transportation technology with application in the aviation sector, whereby it acquired all the outstanding shares of the acquiree in exchange for a total consideration consisting of (i) $ 5.0 million in cash, (ii) 2,677,200 shares of Series C Preferred stock with the aggregate acquisition date fair value of $ 23.9 million. Upon closing of the acquisition, the acquiree’s former shareholders became employees of the Company. The Series C Preferred shares issued to the former shareholders as part of the total consideration are subject to vesting over six-year period and are contingent on the continued employment of the former shareholders with the Company. If the former shareholder’s employment with the Company is terminated by the Company for cause, or by the employee without a good reason, all of then unvested Series C Preferred shares that were issued as part of the total consideration will be forfeited by such former shareholder. Because the vesting of Series C Preferred shares, issued as part of the total consideration, is contingent upon the former shareholders’ continued employment, such Series C Preferred shares are considered to be a part of the former shareholders’ post-combination compensation expense rather than part of the purchase consideration. Therefore, the fair value of the Series C Preferred shares of $ 23.9 million will be recognized as a stock-based compensation expense over the six-year vesting term, commencing on the acquisition date. The Series C redeemable convertible preferred shares were converted into an equivalent number of shares of Legacy Joby common stock on a one-to-one basis immediately prior to the closing of the Merger. The acquisition was accounted for as an asset acquisition because substantially all of the fair value of the gross assets acquired was represented by a group of similar assets. The purchase consideration of $ 5.0 million was allocated to the acquired in-process research and development (“IPR&D”) assets, $ 0.1 million was allocated to the acquired current liabilities and less than $ 0.1 million was allocated to the acquired current assets. The Company concluded that acquired IPR&D assets are to be used only in specific programs and have no alternative future use if such programs fail to result in a commercialized product. Therefore, the acquired IPR&D assets were written off immediately after the acquisition date and reflected as part of research and development expenses in the condensed consolidated statement of operations. |
Balance Sheet Components
Balance Sheet Components | 9 Months Ended |
Sep. 30, 2021 | |
Balance Sheet Components [Abstract] | |
Balance Sheet Components | Note 6. Balance Sheet Components Property and Equipment, Net Property and equipment, net consists of the following (in thousands): September 30, December 31, Equipment $ 39,442 $ 29,229 Computer software 7,827 5,992 Leasehold improvements 8,636 5,724 Molds and tooling 5,068 3,269 Vehicles and aircraft 1,140 211 Furniture and fixtures 242 95 Construction in progress 4,296 3,741 Gross property and equipment 66,651 48,261 Accumulated depreciation and amortization ( 22,674 ) ( 14,135 ) Property and equipment, net $ 43,977 $ 34,126 Depreciation and amortization expense of Property and equipment for the three and nine months ended September 30, 2021 was $ 3.2 million and $ 8.6 million and $ 1.9 million and $ 5.1 million for the three and nine months ended September 30, 2020, respectively. Intangible Assets, Net The intangible assets consist of the following: September 30, December 31, Automation Platform Software $ 7,200 $ — Multimodal Software Technology 4,900 — System Simulation Software Technology 4,600 — Gross intangible assets 16,700 — Accumulated amortization ( 2,882 ) — Intangible assets, net $ 13,818 $ — Amortization expense related to intangible assets for the three and nine months ended September 30, 2021 was $ 1.0 million and $ 2.9 million, respectively and nil for the three and nine months ended September 30, 2020, respectively. As of September 30, 2021 t he weighted-average amortization period of intangible assets was 3.78 years. The following table presents the estimated future amortization expense of acquired amortizable intangible assets as of September 30, 2021 (in thousands): Fiscal Year Amount 2021 (remainder) $ 961 2022 3,843 2023 3,843 2024 3,006 2025 2,165 $ 13,818 Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of the following (in thousands): September 30, December 31, Prepaid equipment $ 3,958 $ 1,352 Prepaid software 1,602 1,076 Prepaid taxes 805 243 Prepaid insurance 9,242 156 Other 1,981 205 Total $ 17,588 $ 3,032 Other non-current assets September 30, December 31, Contractual agreements asset $ 54,944 $ — Long term prepaid insurance 10,597 — Other non-current assets 320 262 Total $ 65,861 $ 262 |
Debt
Debt | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Debt | Note 7. Debt Tenant Improvement Loan Under the terms of one of the Company’s operating lease agreements (Note 8), the landlord provided to the Company a loan of $ 1.6 million to be used in financing leasehold improvements for the property leased. The loan was drawn by the Company in six separate installments, of which two installments were drawn in December 2018, for a total of $ 0.5 million, and the remaining installments were drawn in January, April and October 2019 for a total of $ 1.1 million. Each loan installment is repayable in equal monthly payments over a period of six years , commencing in February 2019 and ending in October 2025. In the event of early lease termination by the Company, the loan is repayable within 30 days of the termination. Outstanding balances accrue interest at a rate of 8 % per annum. The average effective interest rate for the loan is 8.1 %. Maturities on the tenant improvement loan were as follows (in thousands): As of September 30, 2021 Amount 2021 (remaining three months) $ 63 2022 265 2023 287 2024 310 2025 84 Total payable amount 1,009 Less: current portion of tenant improvement loan ( 259 ) Noncurrent portion of tenant improvement loan, net $ 750 Uber CPN On January 11, 2021, in connection with the acquisition of Uber Elevate, the Company issued the Uber CPN to Uber in exchange for gross proceeds of $ 75.0 million, which is the note’s face amount. The Uber CPN bears interest at simple interest rate of 5 % per annum and matures two years after its issuance. Refer to Note 5 for further discussion related to the issuance of the Uber CPN. Upon closing of the Merger, the unpaid principal amount of $ 75.0 million plus accrued and unpaid interest in the amount of $ 2.2 million was converted into 7,716,780 shares of common stock of Joby Aviation. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2021 | |
Leases [Abstract] | |
Leases | Note 8. Leases Operating Leases The Company leases various office and research and development facilities under operating lease agreements that expire at various dates through October 2050. Under the terms of the agreements, the Company is responsible for certain insurance, property taxes and maintenance expenses. The Company recognizes rent expense on a straight-line basis over the term of the operating leases. Any difference between cash payments required and rent expense is recorded as deferred rent. Rent expense for the three and nine months ended September 30, 2021 was $ 1.5 million and $ 4.1 million and $ 1.3 million and $ 3.5 million for the three and nine months ended September 30, 2020, respectively. Aggregate future minimum lease payments required under the operating leases at September 30, 2021 are as follows (in thousands): As of September 30, 2021 Amount 2021 (remaining three months) $ 1,311 2022 4,737 2023 4,126 2024 3,396 2025 720 2026 and thereafter 3,801 Total minimum future lease payments, operating leases $ 18,091 Capital Leases The Company purchased equipment with total gross book value of $ 4.1 million under capital lease agreements. Interest rates for the capital leases range from 3.95 % to 22.10 % per annum. Accumulated depreciation for equipment acquired under the capital leases was $ 0.9 million and $ 0.7 million as of September 30, 2021 and December 31, 2020, respectively. Aggregate future minimum principal lease payments under the capital leases at September 30, 2021 are as follows (in thousands): As of September 30, 2021 Amount 2021 (remaining three months) $ 278 2022 793 2023 248 2024 183 2025 110 2026 and thereafter 135 Total payments 1,747 Less current portion ( 1,006 ) Noncurrent portion $ 741 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 9. Commitments and Contingencies Contingencies The Company is subject to claims and assessments from time to time in the ordinary course of business. Accruals for litigation and contingencies are reflected in the condensed consolidated financial statements based on management’s assessment, including the advice of legal counsel, of the expected outcome of litigation or other dispute resolution proceedings and/or the expected resolution of contingencies. Liabilities for estimated losses are accrued if the potential losses from any claims or legal proceedings are considered probable and the amounts can be reasonably estimated. Significant judgment is required in both the determination of probability of loss and the determination as to whether the amount can be reasonably estimated. Accruals are based only on information available at the time of the assessment due to the uncertain nature of such matters. As additional information becomes available, management reassesses potential liabilities related to pending claims and litigation and may revise its previous estimates, which could materially affect the Company’s consolidated results of operations in a given period. As of September 30, 2021 and December 31, 2020, the Company was not involved in any material legal proceedings. Indemnifications In the normal course of business, the Company enters into contracts and agreements that contain a variety of representations and warranties and provide for general indemnifications. The Company’s exposure under these agreements is unknown because it involves claims that may be made against the Company in the future, but that have not yet been made. To date, the Company has not paid any claims or been required to defend any action related to its indemnification obligations. However, the Company may record charges in the future as a result of these indemnification obligations. The Company has indemnified its Board of Directors and officers, to the extent legally permissible, against all liabilities reasonably incurred in connection with any action in which such individual may be involved by reason of such individual being or having been a director or officer, other than liabilities arising from willful misconduct of the individual. The Company currently has directors’ and officers’ insurance. The Company believes the estimated fair value of these obligations is minimal. The Company did not record any liabilities in connection with these possible obligations as of as of September 30, 2021 and December 31, 2020. |
Stock Warrants and Earnout Shar
Stock Warrants and Earnout Shares | 9 Months Ended |
Sep. 30, 2021 | |
Warrants And Rights Note Disclosure [Abstract] | |
Stock Warrants and Earnout Shares | Note 10. Stock Warrants and Earnout Shares In-Q-Tel Warrant On March 19, 2021 the Company entered into a government grant contract with In-Q-Tel, an independent nonprofit corporation that partners with the U.S. intelligence and national security community, under which the Company receives payments from In-Q-Tel for reports on the Company's aircraft development progress and future services offering. Upon submission of certain specified deliverables, the Company will receive a total amount of $ 1.0 million from In-Q-Tel. In connection with entering the government grant contract with In-Q-Tel, the Company issued to In-Q-Tel a warrant for 68,649 shares of its Series C redeemable convertible preferred stock with an exercise price of $ 0.0029 per share and a 10-year term (the “In-Q-Tel Warrant”). The fair value of the In-Q-Tel Warrant of $ 0.6 million was determined using the Black-Scholes valuation model with the following assumptions: preferred stock fair value $ 8.77 , volatility of 60.2 %, risk-free rate of 0.07 %, probability weighted average expected term of 1.1 years, and dividend rate of 0 %. At issuance the Company recognized deferred cost for the amount of the issuance date fair value of the In-Q-Tel Warrant, included in prepaid expenses and other current assets. The deferred cost is amortized to research and development expenses as the Company earns the $ 1.0 million in government grants from In-Q-Tel. In connection with the Merger, the In-Q-Tel Warrant was automatically exercised, on a cashless basis, for Legacy Joby’s Series C redeemable convertible preferred stock, and the Series C redeemable convertible preferred stock was converted into shares of Legacy Joby common stock on a one-for-one basis. Immediately prior to the exercise, the liability associated with In-Q-Tel Warrant was remeasured and reclassified to Legacy Joby Series C redeemable convertible preferred stock. The fair value of the Series C redeemable convertible preferred stock warrant of $ 0.6 million immediately prior to the exercise was determined as the intrinsic value based on the exercise price of $ 0.0029 per share and the fair value of the common stock of Joby Aviation into which the underlying shares of the redeemable convertible preferred stock would be converted upon the Merger at the exchange ratio of 3.4572 . SVB Common Stock Warrants In connection with the issuance of convertible notes, in March 2017 and May 2018, the Company issued to the note holders warrants to purchase 539,675 and 218,840 shares of Legacy Joby’s common stock, respectively, with exercise prices of $ 0.029 and $ 0.194 per share, respectively. The Company allocated the proceeds between convertible notes and common stock warrants on a relative fair value basis and recorded the amount allocated to the common stock warrants within additional paid-in capital on the accompanying condensed consolidated balance sheet as the common stock warrants met all criteria for equity classification. As the common stock warrants were equity classified, they did not require subsequent remeasurement after issuance. In connection with the closing of the Merger, all outstanding common stock warrants were net exercised on a cashless basis for 752,732 shares of common stock of Joby Aviation. Private Placement Warrants The Private Placement Warrants were initially recognized as a liability on August 10, 2021, at a fair value of $ 21.9 million and the Private Placement Warrant liability was remeasured to fair value as of September 30, 2021, resulting in a loss of $ 4.0 million for the three months ended September 30, 2021, which is included in loss from changes in fair value of derivative liabilities in the condensed consolidated statements of operations. The Company concluded that the fair value of the Private Placement Warrants approximates the fair value of the Company's Public Warrants. Therefore, Private Placement Warrants were valued by reference to the observable market price for the Company's Public Warrants. Public Warrants The Public Warrants became exercisable on September 9, 2021, 30 days after the completion of the Merger. The Public Warrants were initially recognized as a liability on August 10, 2021 at a fair value of $ 32.8 million and the public warrant liability was remeasured to fair value based upon the market price as of September 30, 2021, resulting in a loss of $ 6.0 million for the three months ended September 30, 2021, classified within loss from changes in fair value of derivative liabilities in the condensed consolidated statements of operations. There were no exercises of Public Warrants during the three months ended September 30, 2021. Earnout Shares Liability Under the vesting schedule, 20 % of the Earnout Shares vest in tranches when the volume-weighted average price of the Joby Aviation common stock quoted on the NYSE is greater than $ 12.00 , $ 18.00 , $ 24.00 , $ 32.00 and $ 50.00 for any 20 trading days within a period of 30 trading days (each such occurrence a “Triggering Event”). After 10 years following the consummation of the Merger (the “Earnout Period”), any Earnout Shares which have not yet vested are forfeited. Upon the closing of the Merger, the Earnout Shares were accounted for as a liability at fair value because the Triggering Events that determine the number of Earnout Shares required to be issued include events that are not solely indexed to the common stock of Joby Aviation. The estimated fair value of the total Earnout Shares Liability at the closing of the Merger on August 10, 2021, was $ 149.9 million based on a Monte Carlo simulation valuation model using a distribution of potential outcomes on a monthly basis over the Earnout Period using the most reliable information available. Assumptions used in the valuation are as follows: August 10, 2021 September 30, 2021 Expected volatility 62.20 % 61.60 % Risk-free interest rate 1.36 % 1.51 % Dividend rate 0.00 % 0.00 % Expected term (years) 10.00 9.86 No Earnout Shares vested as of September 30, 2021. During the three months ended September 30, 2021, the Company recognized loss related to the change in the fair value of the Earnout Shares Liability of $ 1.4 million, included as change in fair value of derivative liabilities in the condensed consolidated statement of operations. |
Common Stock
Common Stock | 9 Months Ended |
Sep. 30, 2021 | |
Stockholders Equity Note [Abstract] | |
Common Stock | Note 11. Common Stock The Company’s common stock and warrants trade on the NYSE under the symbol “JOBY” and “JOBY WS”, respectively. Pursuant to the terms of the Amended and Restated Certificate of Incorporation, the Company is authorized to issue the following shares and classes of capital stock, each with a par value of $ 0.0001 per share: (i) 1,400,000,000 shares of common stock; and (ii) 100,000,000 shares of preferred stock. The holder of each share of common stock is entitled to one vote. The Company has retroactively adjusted the shares issued and outstanding prior to August 10, 2021 to give effect to the Exchange Ratio. Immediately prior to the Merger, Legacy Joby’s certificate of incorporation, as amended, authorized it to issue 149,793,455 shares of common stock with a par value of $ 0.00001 per share, and 105,500,526 shares of redeemable convertible preferred stock with a par value of $ 0.00001 per share. On August 10, 2021, in connection with the closing of the Merger (Note 3), all of the outstanding redeemable convertible preferred stock was converted to common stock on a one-for-one basis and the respective amount was reclassified to additional paid-in capital. The Company had reserved common stock, on an as-converted basis, for future issuance as follows: September 30, December 31, Stock options and RSU’s outstanding under 2016 Stock Plan 31,942,058 24,576,859 Remaining shares available for future issuance under the 2016 plan 2,240,581 499,132 Remaining shares available for future issuance under the 2021 plan 66,535,304 — Redeemable convertible preferred stock — 332,764,215 Common stock warrants 28,783,333 758,515 Total common stock reserved 129,501,276 358,598,721 Restricted Stock In 2017, the Company issued 829,727 shares of common stock under restricted stock purchase agreements, which allow the Company to repurchase the unvested shares of common stock if the stockholder ceases to provide services to the Company. The Company’s right to repurchase the stock lapses over ten years . As of September 30, 2021, and December 31, 2020, 484,871 and 547,101 shares of common stock, respectively, were subject to repurchase at a weighted average price of $ 0.029 per share and $ 0.1 million was recorded as a stock repurchase lability in early exercise stock option liabilities on the condensed consolidated balance sheets. Common Stock Subject to Repurchase or Cancellation At incorporation, the Company issued to its then parent entity (the “Former Parent”) 101,581,935 common stock and assumed the substantial majority of the Former Parent’s workforce. The common stock of the Company was issued to the Former Parent at a one-for-one ratio to the common stock of the Former Parent that were (i) 32,438,008 shares underlying the Former Parent’s common stock options previously issued to its employees (the “Former Parent Options”) at $ 0.006 per share exercise price, and (ii) 69,143,926 shares underlying restricted stock units issued by the Former Parent to the Company’s chief executive officer (the “Former Parent RSUs”). The Company’s common stock was issued to the Former Parent in order to achieve the economic effect whereby the then holders of the Former Parent’s common stock, stock options and restricted stock units would have ownership rights to an identical number of common stock of the Company as that to which they are entitled to with respect to the Former Parent’s common stock. In November 2016 the Company and the Former Parent entered into a stock repurchase agreement with respect to the originally issued 101,581,935 common stock under which the Company would be entitled to repurchase at $ 0.006 per share or cancel the identical number of common stock issued to the Former Parent which becomes subject to repurchase or cancellation by the Former Parent under the Former Parent Options and Former Parent RSUs if such options and RSUs are unvested when an employee is terminated or vested options expire unexercised. At the time of the Company’s incorporation, 18,846,930 shares of common stock were issued by the Former Parent in respect of early exercises of the Former Parent Options, and 24,008,306 Former Parent RSU were unvested. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Share-based Payment Arrangement | Note 12. Stock-based Compensation 2016 Stock Option and 2021 Option Plans In November 2016, the Company’s Board of Directors adopted the 2016 Stock Option and Grant Plan (the “2016 Plan”) under which officers, employees, directors, consultants and other key persons of the Company or its affiliates may be granted incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock and restricted stock units (“RSUs”). Under the 2016 Plan, stock options are generally granted with an exercise price equal to the estimated fair value of the Company’s common stock, as determined by the Company’s Board of Directors on the date of grant. Options generally have contractual terms of ten years . Incentive stock options ("ISOs") may only be granted to employees, whereas all other stock awards may be granted to employees, directors, consultants and other key persons. Outstanding options generally vest over six years , contain a one-year cliff, are exercisable immediately and, upon early exercise, are subject to repurchase by the Company at the original exercise price. If an ISO is granted to an optionee who, at the time of grant, owns more than 10 % of the voting power of all classes of capital stock, the term of the ISO is five years . Options issued under the 2016 Plan must be priced at no less than the fair value of the shares on the date of the grant provided, however, that the exercise price of an option granted to a 10 % stockholder may not be less than 110 % of the fair value of the shares on the date of grant. The Board of Directors determines the exercisability provisions of a stock option agreement at its sole discretion. The fair value of the RSU’s granted under the 2016 Plan is determined by the Company’s Board of Directors on the date of grant. Generally, RSUs have six years vesting period and contractual terms of ten years . On August 10, 2021, the Company adopted the 2021 Equity Incentive Plan (“2021 Plan”). As of September 30, 2021, 66,535,304 shares were available for grant under the 2021 Plan. The number of shares available for issuance under the 2021 Plan will be increased on the first day of each fiscal year, beginning on January 1, 2022, in an amount equal to the lesser of (i) a number of shares equal to four percent ( 4 %) of the total number of shares of all classes of common stock of the Company outstanding on the last day of the immediately preceding fiscal year, or (ii) such number of shares determined by the Company's Board of Directors. Under the 2021 Plan, the Company can grant incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock, restricted stock units and performance awards to employees, directors and consultants. On August 10, 2021, the Company adopted the 2021 Employee Stock Purchase Plan (“2021 ESPP”). As of September 30, 2021, 6,653,530 shares were available for grant under the 2021 ESPP. The number of shares of common stock available for issuance under the 2021 ESPP will be increased on the first day of each fiscal year beginning on January 1, 2022, in an amount equal to the lesser of (i) a number of shares of common stock equal to half percent (0.5%) of the total number of shares of all classes of common stock of the Company on the last day of the immediately preceding fiscal yea r, or (ii) such number of shares determined by the Company's Board of Directors. Under the 2021 ESPP, participating employees may be offered the option to purchase shares of the Company’s Common Stock at a purchase price which equals 85 % of the fair market value of the Company’s common stock on the enrollment date or on the exercise date, whichever is lower. In May 2019, the Company cancelled 8,422,017 non-qualified employee stock options and subsequently re-issued incentive stock options and non-qualified employee stock options for the same total number of options. As part of the re-issuance, the exercise price for majority of shares was increased to fair market value, which the Company determined to be $ 0.20 per share. The original vesting terms were not changed. The Company accounted for this transaction as a stock option modification and calculated the fair value of the original options immediately prior to the modification and again after the modification occurred using the Black-Scholes option pricing model. The fair value of the modified options was less than the fair value of the original options immediately before the modification. As a result, no additional stock-based compensation was recognized. The Company has also allowed certain option holders to exercise unvested options and stock purchase rights to purchase shares of common stock. Common stock received from such early exercises are subject to a right of repurchase at the original issuance price. The Company’s repurchase right with respect to these shares typically lapse over six years as the shares become vested. Former Parent Plan The Company concluded that the Former Parent Options and Former Parent RSUs represent in substance stock-based compensation awards of the Company (the “Former Parent Plan”) as they are designed to compensate the Company’s employees. As of September 30, 2021 and December 31, 2020, 343,604 and 2,104,350 common stock of the Company, respectively were subject to repurchase at $ 0.006 per share because they related to early exercises of Former Parent Options, and zero shares were subject to repurchase at $ 0.006 per share because related Former Parent RSUs were fully vested as of September 30, 2021 and December 31, 2020. Other Stock-based Awards In 2017, the Company issued 3,370,766 common stock options outside of the 2016 Option Plan. The options were fully exercised as of September 30, 2021 and December 31, 2020, and 2,106,729 and 2,359,536 shares of common stock, respectively, were subject to repurchase at a weighted average price of $ 0.029 per share and $ 0.1 m illion, was recorded as a stock repurchase liability in early exercised stock option liabilities on the condensed consolidated balance sheets. The Company records stock-based compensation expense for stock options based on the estimated fair value of the options on the date of the grant using the Black-Scholes option-pricing model. The absence of a public market for the Company’s common stock requires the Company’s board of directors to estimate the fair value of its common stock for purposes of granting options and for determining stock-based compensation expense by considering several objective and subjective factors, including contemporaneous third-party valuations, actual and forecasted operating and financial results, market conditions and performance of comparable publicly traded companies, developments and milestones in the Company, the rights and preferences of common and convertible preferred stock, and transactions involving the Company’s common stock. The fair value of the Company’s common stock was determined in accordance with the applicable elements of the American Institute of Certified Public Accountants guide, Valuation of Privately Held Company Equity Securities Issued as Compensation. The following sets forth the total stock-based compensation expense for the Company’s stock options included in the Company’s condensed consolidated statements of operations (in thousands): Three Months Ended Nine Months Ended September 30, September 30, September 30, September 30, Research and development expenses $ 6,103 $ 1,704 $ 14,041 $ 4,054 Selling, general and administrative expenses 1,516 270 5,377 585 Total stock-based compensation expense $ 7,619 $ 1,974 $ 19,418 $ 4,639 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 13. Related Party Transactions The Company’s Chief Executive Officer and founder has ownership interests in certain vendors providing services to the Company. These services include rental of office space and certain utilities and maintenance services related to the property on which the rented premises are located. Expenses and related payments to these vendors totaled $ 0.3 million and $ 1.0 million during the three and nine months ended September 30, 2021 and $ 0.4 million and $ 1.2 million during the three and nine months ended September 30, 2020, respectively. The Company owed these vendors $ 0.1 million and $ 0.2 million as of September 30, 2021 and December 31, 2020, respectively. In addition, during 2020 subsequent to deconsolidation of SummerBio (see Note 2), the Company entered into certain transactions with SummerBio. Expenses and related payments to SummerBio totaled $ 0.4 million $ 0.9 million during the three and nine months ended September 30, 2021 and nil during the three and nine months ended September 30, 2020, respectively. Total amounts due to SummerBio at September 30, 2021 and December 31, 2020 were nil and $ 0.1 million, respectively. |
Net Loss Per Share Attributable
Net Loss Per Share Attributable to Common Stockholders | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share Attributable to Common Stockholders | Note 14. Net Loss per Share Attributable to Common Stockholders Basic net loss per share is computed by dividing the net loss by the weighted-average number shares of common stock outstanding for the period. Because the Company reported a net loss for the three and nine months ended September 30, 2021 and September 30, 2020, the number of shares used to calculate diluted net loss per common share is the same as the number of shares used to calculate basic net loss per common share for those periods presented because the potentially dilutive shares would have been antidilutive if included in the calculation. The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders (in thousands, except share and per share data): Three Months Ended Nine Months Ended 2021 2020 2021 2020 Numerator: Net loss attributable to common stockholders $ ( 78,858 ) $ ( 28,028 ) $ ( 185,369 ) $ ( 80,265 ) Denominator: Weighted-average shares outstanding 385,560,732 104,760,660 203,536,351 102,103,326 Net loss per share attributable to common $ ( 0.20 ) $ ( 0.27 ) $ ( 0.91 ) $ ( 0.79 ) The following outstanding shares of potentially dilutive securities were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented because including them would have been antidilutive: September 30, December 31, 2021 2020 Redeemable convertible preferred stock — 332,764,215 Common stock warrants 28,783,333 758,515 Unvested restricted stock awards 596,366 547,101 Unvested restricted stock units 10,154,074 — Options to purchase common stock 21,787,984 24,576,859 Earnout shares 17,130,000 — Total 78,451,757 358,646,690 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 15. Subsequent Events On October 25, 2021 , the Company completed the transactions contemplated by the Reorganization Agreement dated as of October 25, 2021 (the “Reorganization Agreement”), by and among the Company, Joby Holdings, Inc., a Delaware corporation (“Joby Holdings”) and JA Holdings Acquisition Corp., a wholly owned subsidiary of the Company (“Holdings Merger Sub”) pursuant to which (a) the Holdings Merger Sub merged with and into Joby Holdings, and the separate corporate existence of Holdings Merger Sub ceased and Joby Holdings survived as a wholly owned subsidiary of the Company (the “First Merger”), and (b) immediately following the First Merger, Joby Holdings was merged with and into the Company, following which the separate corporate existence of Joby Holdings ceased and the Company continued as the surviving corporation (the “Second Merger” and, together with the First Merger, the “Joby Holdings Reorganization”). Upon consummation of the Joby Holdings Reorganization, (a) each share of capital stock of Joby Holdings that was issued and outstanding immediately prior to the effective time of the First Merger (other than any Dissenting Shares, as defined in Reorganization Agreement) was cancelled and converted into a right to receive such a number of shares of common stock of the Company as set forth in the Reorganization Agreement (the “Joby Holdings Share Issuances”), and (b) immediately following the effective time of the Second Merger, each share of common stock of the Company held by Joby Holdings immediately prior to the Second Merger was cancelled and retired by the Company. As a result, an aggregate of 98,802,553 shares of the Company’s common stock held by Joby Holdings were cancelled and retired, and an aggregate of 98,357,200 shares of the Company’s common stock were issued to the prior stockholders of Joby Holdings. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The condensed consolidated financial statements include accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include all adjustments necessary for the fair presentation of the Company’s financial position as of September 30, 2021 and December 31, 2020 and results of operations for the three and nine months ended September 30, 2021 and 2020 and cash flows for the nine months ended September 30, 2021 and 2020. |
Unaudited Interim Financial Information | Unaudited Interim Financial Information The accompanying balance sheet as of September 30, 2021, the condensed consolidated statements of operations, condensed consolidated statements of comprehensive loss, the condensed consolidated statements of redeemable convertible preferred stock and stockholders’ equity (deficit) for the three and nine months ended September 30, 2021 and 2020 and statements of cash flows for the nine months ended September 30, 2021 and 2020, and the notes accompanying these statements are unaudited. These unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited annual financial statements and, in the opinion of management, reflect all adjustments necessary for the fair presentation of these statement. The accompanying balance sheet as of December 31, 2020 was derived from the audited consolidated financial statements as of that date. Certain disclosures have been condensed or omitted from the unaudited interim condensed consolidated financial statements. The results for the three and nine months ended September 30, 2021 are not necessarily indicative of results to be expected for the year ending December 31, 2021, any other interim periods, or any future year or period. The accompanying interim unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and the related notes thereto for the year ended December 31, 2020 included in the Company’s Current Report on Form 8-K filed with the SEC on August 16, 2021, which provides a more complete discussion of the Company’s accounting policies and certain other information On August 10, 2021 (the “Closing Date”), Reinvent Technology Partners, a Cayman Islands exempted company and special purpose acquisition company (“RTP”), completed the transactions contemplated by that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of February 23, 2021, by and among RTP, RTP Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of RTP (“RTP Merger Sub”), and Joby Aero, Inc., a Delaware corporation (“Legacy Joby”). On the Closing Date, RTP was domesticated as a Delaware corporation, Merger Sub merged with and into Legacy Joby and the separate corporate existence of Merger Sub ceased (the “Merger”), and Legacy Joby survived as a wholly owned subsidiary of RTP, which changed its name to Joby Aviation, Inc. |
Common Stock Warrants Liabilities | Common Stock Warrants Liabilities In connection with the Merger, each of the 17,250,000 publicly-traded warrants (“Public Warrants”) and 11,533,333 private placement warrants (“Private Placement Warrants” and, together with the Public Warrants, the “Common Stock Warrants”) issued to Reinvent Sponsor, LLC (the "Sponsor") in connection with RTP’s initial public offering and subsequent overallotment were converted into an equal number of warrants that entitle the holder to purchase one share of the Company’s Common stock , par value $ 0.0001 (“Common Stock”) at an exercise price of $ 11.50 per share, subject to adjustments, and will expire five years after the completion of the Merger or earlier upon redemption or the Company’s liquidation. Once the Common Stock Warrants become exercisable, the Company may redeem the outstanding Common Stock Warrants subject to certain Common Stock price and other conditions as defined in the Warrant Agreement between RTP and Continental Stock Transfer & Trust Company (“Warrant Agreement”) and the Sponsor Agreement by and among the Company, Reinvent Sponsor, LLC (“Sponsor”) and RTP (“Sponsor Agreement”). no Common Stock Warrants were exercised. |
Earnout Shares Liability | Earnout Shares Liability In connection with the Reverse Recapitalization and pursuant to the Sponsor Agreement, Sponsor agreed to certain terms of vesting, lock-up and transfer with respect to the 17,130,000 common shares held by it (“Earnout Shares”). The terms of the Sponsor Agreement specify that the Earnout Shares will vest upon achieving certain specified Release Events, as further described in Note 10. In accordance with ASC 815-40, the Earnout Shares are not indexed to the Common Stock and therefore are accounted for as a liability (“Earnout Shares Liability”) as of the Closing Date and subsequently remeasured at each reporting date with changes in fair value recorded as a component of other income (expense), net in the condensed consolidated statements of operations. The estimated fair value of the Earnout Shares Liability was determined using a Monte Carlo simulation using a distribution of potential outcomes on a monthly basis over the Earnout Period (as defined in Note 10) prioritizing the most reliable information available. The assumptions utilized in the calculation are based on the achievement of certain stock price milestones, including the current Company Common Stock price, expected volatility, risk-free rate, expected term and dividend rate. The Earnout Shares Liability is categorized as a Level 3 fair value measurement because the Company estimates projections during the Earnout Period utilizing unobservable inputs. Determination of the fair value of the Earnout Shares Liability involves certain assumptions requiring significant judgment and actual results may differ from assumed and estimated amounts. |
Use of Estimates | Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities, expenses and disclosure of contingent assets and liabilities. The most significant estimates are related to the valuation of common stock, stock-based awards, preferred stock, preferred stock warrant and intangible assets acquired and the valuation of and provisions for income taxes and contingencies. These estimates and assumptions are based on current facts, historical experience and various other factors believed to be reasonable under related circumstances. The estimates form the basis for making judgments about the carrying values of assets and liabilities and the recording of expenses that are not readily apparent from other sources. Actual results may differ materially and adversely from these estimates. |
Segments | Segments Operating segments are defined as components of an entity where discrete financial information is evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to allocate resources and in assessing performance. The Company has one operating segment because its CODM, who is its Chief Executive Officer, reviews Company’s financial information on a consolidated basis for purposes of making decisions regarding allocating resources and assessing performance. The Company has no segment managers who are held accountable by the CODM for operations, operating results, and planning of components below the consolidated level. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company’s financial instruments consist of cash and cash equivalents, short-term investments, other receivables, accounts payable, accrued liabilities, short-term and long-term debt, redeemable convertible preferred stock, common stock warrants, redeemable convertible preferred stock warrants, common stock warrants liabilities and Earnout Shares Liability. The carrying amounts of cash and cash equivalents, short-term investments, other receivables, accounts payable, and accrued and other current liabilities approximates their fair values due to the short time to the expected receipt or payment. The carrying amount of the Company’s short-term debt approximates its fair value as the effective interest rate approximates market rates currently available to the Company. Common stock warrants which are initially recorded in equity at the value allocated to them are not subject to remeasurement in subsequent periods. At initial recognition, the Company recorded the redeemable convertible preferred stock warrant liability, common stock warrants liabilities and Earnout Shares Liability on the balance sheet at their fair value. The redeemable convertible preferred stock warrant liability, common stock warrants liabilities and Earnout Shares Liability are subject to remeasurement at each balance sheet date, with changes in fair value recognized as a component of other income, net in the condensed consolidated statements of operations. |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments that subject the Company to credit risk consist primarily of cash, cash equivalents and restricted cash, short-term investments and other receivables. At September 30, 2021 and December 31, 2020, cash and cash equivalents consist of cash deposited with domestic and foreign financial institutions that are of high-credit quality. The Company is exposed to credit risk in the event of default by the domestic financial institutions to the extent that cash and cash equivalent deposits are in excess of amounts insured by the Federal Deposit Insurance Corporation. Foreign cash balances are not insured. The Company has not experienced any losses on its deposits since inception. Short-term investments consist of government and corporate debt securities and corporate asset backed securities that carry high-credit ratings and accordingly, minimal credit risk exists with respect to these balances. The Company’s other receivables are due from United States government agencies under the Company’s government grant contracts. At September 30, 2021 and December 31, 2020, two agencies accounted for 90 % and 89 % of the Company’s other receivables, respectively. The Company provides for uncollectible amounts when specific credit problems are identified. In doing so, the Company analyzes historical bad debt trends, debtor creditworthiness, current economic trends, and changes in debtor payment patterns when evaluating the adequacy of the allowance for doubtful accounts. |
Investment in SummerBio, LLC | Investment in SummerBio, LLC Following the outbreak of the COVID-19 pandemic, the Company’s management determined that certain previously developed technology that was accessible to the Company could be repurposed and applied in providing high-volume rapid COVID-19 testing. To enable the development and deployment of this technology, in May 2020, SummerBio, LLC (“SummerBio”) was established which was 100% beneficially owned by the Company. In August 2020, SummerBio began to generate income through providing the logistical infrastructure for high-volume rapid COVID-19 testing. In August 2020 SummerBio raised additional financing through issuing equity instruments to related parties and changed the structure of its board of directors. As a result, the Company’s voting interest was reduced to approximately 61.5% and the Company would no longer nominate a majority of the members of SummerBio’s board of directors. The Company concluded that in August 2020, it does not have the ability to direct the decisions that most significantly impact SummerBio’s economic performance, but that the Company still maintains significant influence over SummerBio. The Company has determined that it is not the primary beneficiary of SummerBio and, therefore, accounts for its investment in SummerBio under the equity method of accounting. At September 30, 2021 and December 31, 2020 the Company reviewed its investment in SummerBio for impairment by determining whether events or changes in circumstances indicate that the carrying amount of the investment may not be recoverable. The Company determined that the carrying value of the investment did not exceed its fair value and, therefore, there are no indicators that its investment in SummerBio is impaired. In making this judgment, the Company considered all quantitative and qualitative evidence available to the Company at the time of the review. |
Asset Acquisitions and Business Combinations | Asset Acquisitions and Business Combinations Upon an acquisition, the Company performs an initial test to determine whether substantially all of the fair value of the gross assets transferred is concentrated in a single identifiable asset or a group of similar identifiable assets, such that the acquisition would not represent a business. If that test suggests that the set of assets and activities is a business, the Company then performs a second test to evaluate whether the assets and activities transferred include inputs and substantive processes that together, significantly contribute to the ability to create outputs, which would constitute a business. If the result of the second test suggests that the acquired assets and activities constitute a business, the Company accounts for the transaction as a business combination. For transactions accounted for as business combinations, the Company allocates the fair value of acquisition consideration to the acquired identifiable assets and liabilities based on their estimated fair values. Acquisition consideration includes the fair value of any promised contingent consideration. The excess of the fair value of acquisition consideration over the fair value of acquired identifiable assets and liabilities is recorded as goodwill. Contingent consideration is remeasured to its fair value each reporting period with changes in the fair value of contingent consideration recorded in general and administrative expenses. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but inherently uncertain and unpredictable, and as a result, actual results may differ from estimates. In certain circumstances, the allocations of the excess purchase price are based upon preliminary estimates and assumptions and subject to revision when the Company receives final information, including appraisals and other analyses. During the measurement period, which is one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings. Acquisition-related costs are expensed as incurred. For transactions accounted for as asset acquisitions, the cost, including certain transaction costs, is allocated to the assets acquired on the basis of relative fair values. The Company generally includes contingent consideration in the cost of the assets acquired only when the uncertainty is resolved. The Company recognizes contingent consideration adjustments to the cost of the acquired assets prospectively using the straight-line method over the remaining useful life of the assets. No goodwill is recognized in asset acquisitions. |
Goodwill | Goodwill Goodwill is recorded when the consideration paid for a business acquisition exceeds the fair value of net identifiable assets and liabilities acquired. Goodwill is measured and tested for impairment annually on the first business day of the fiscal fourth quarter and whenever events or changes in circumstances indicate the carrying amount of goodwill may exceed its implied fair value. The Company first assesses qualitative factors to determine whether it is more likely than not that the fair value of goodwill’s reporting unit is less than its carrying amount, however the Company may determine to proceed directly to the quantitative impairment test. If the Company assesses qualitative factors and concludes that it is more likely than not that the fair value of goodwill’s reporting unit is less than its carrying amount or if the Company determines not to use the qualitative assessment, then a quantitative impairment test is performed. The quantitative impairment test requires comparing the fair value of the reporting unit to its carrying value, including goodwill. The Company has identified that its business operates as a single operating segment which is also a single reporting unit for purposes of testing for goodwill impairment. An impairment exists if the fair value of the reporting unit is lower than its carrying value, and the Company would record a goodwill impairment loss in the fiscal quarter in which the determination is made. |
Intangible Assets | Intangible Assets Intangible assets include identifiable intangible assets, primarily software technologies resulting from acquisitions (see Note 5). Acquired intangible assets are initially recorded at fair value. The fair value of software technologies is estimated on the basis of replacement cost and the fair value of contractual agreements asset is based primarily on the discounted cash flow model. Software technologies are amortized on a straight-line basis over their estimated useful lives, generally 3 to 5 years . The Company’s estimates of useful lives of intangible assets are based on cash flow forecasts which incorporate various assumptions, including forecasted remaining useful life until technological obsolescence of software. |
Contractual Agreements | Contractual Agreements Contractual agreements asset (see Note 5) is classified as other non-current assets on the consolidated balance sheet. The Company will amortize the contractual agreements asset in proportion to the estimated incremental cash flows earned under the agreement over an estimated period of three years. The Company expects to begin generating incremental cash flows under the contractual agreements asset in 2024. The Company reviews the contractual agreements asset for impairment at least annually or whenever events or changes in circumstances indicate the carrying amount of the asset may not be recoverable. Recoverability of the contractual agreements asset is measured by comparing the carrying amount of the asset to future net cash flows expected to be generated by the asset. If the Company determines that the carrying value of the asset may not be recoverable, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Fair value is determined through various valuation techniques, including discounted cash flow models, quoted market values, and third-party independent appraisals, as considered necessary. |
Redeemable Convertible Preferred Stock Warrant | Redeemable Convertible Preferred Stock Warrant The Company’s redeemable convertible preferred stock warrants require liability classification and accounting as the underlying redeemable convertible preferred stock is considered contingently redeemable and may obligate the Company to transfer assets to the holders at a future date upon occurrence of a deemed liquidation event. The redeemable convertible preferred stock warrants are recorded at fair value upon issuance and are subject to remeasurement to fair value at each balance sheet date, with any changes in fair value recognized in the condensed consolidated statements of operations. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012. As such the Company is eligible for exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies, including reduced reporting and extended transition periods to comply with new or revised accounting standards for public business entities. The Company has elected to avail itself of this exemption and, therefore, will not be subject to the timeline for adopting new or revised accounting standards for public business entities that are not emerging growth companies, and will follow the transition guidance applicable to private companies. |
New Accounting Pronouncements Not Yet Adopted | New Accounting Pronouncements Not Yet Adopted In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) . In July 2018, the FASB issued ASU No. 2018-10, Codification Improvements to Topic 842, Leases , which provides clarification to ASU No. 2016-02. These ASUs require an entity to recognize a lease liability and a ROU asset in the balance sheets for leases with lease terms of more than 12 months. Lessor accounting is largely unchanged, while lessees will no longer be provided with a source of off-balance-sheet financing. This guidance is effective for fiscal years beginning after December 15, 2021, and for interim periods within fiscal years beginning after December 15, 2022. In July 2018, the FASB issued ASU No. 2018-11, Leases (Topic 842): Targeted Improvements , which allows entities to elect a modified retrospective transition method where entities may continue to apply the existing lease guidance during the comparative periods and apply the new lease requirements through a cumulative effect adjustment in the period of adoptions rather than in the earliest period presented. The Company expects to recognize a right-of-use asset and corresponding lease liabilities for its lease arrangements upon the adoption of this standard. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , which amends the impairment model by requiring entities to use a forward-looking approach based on expected losses to estimate credit losses on certain types of financial instruments, including trade receivables and available-for-sale debt securities. The guidance is effective for the Company beginning in the first quarter of 2023. The Company is evaluating the impact of adopting this guidance on its condensed consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes , that simplifies the accounting for income taxes by eliminating certain exceptions related to the approach for intra-period tax allocation and modified the methodology for calculating income taxes in an interim period. It also clarifies and simplifies other aspects of the accounting for income taxes. The guidance is effective for the Company for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022 with early adoption permitted. The Company is evaluating the effect of this guidance on its condensed consolidated financial statements. In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting . The guidance provides optional expedients and exceptions for applying generally accepted accounting principles to contract modifications and hedging relationships, subject to meeting certain criteria, that reference LIBOR or another reference rate expected to be discontinued. The guidance also establishes (1) a general contract modification principle that entities can apply in other areas that may be affected by reference rate reform and (2) certain elective hedge accounting expedients. The amendment is effective for all entities through December 31, 2022. The Company is evaluating the effect of this guidance on its condensed consolidated financial statements. In January 2020, the FASB issued ASU 2020-01, Investments - Equity Securities (Topic 321), Investments - Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815): Clarifying the Interactions Between Topic 321, Topic 323, and Topic 815 - a consensus of the FASB Emerging Issues Task Force , which makes improvements related to the following two topics: (1) accounting for certain equity securities when the equity method of accounting is applied or discontinued, and (2) scope considerations related to forward contracts and purchased options on certain securities. The guidance is effective for the Company beginning in the first quarter of fiscal year 2022 with early adoption permitted. The Company is evaluating the effect this new guidance on its condensed consolidated financial statements. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Net Asset Liability [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following table sets forth the fair value of the Company’s financial assets and liabilities measured on a recurring basis by level within the fair value hierarchy (in thousands): September 30, 2021 Level 1 Level 2 Level 3 Total Assets measured at fair value Money market funds $ 982,110 $ — $ — $ 982,110 Cash equivalents 982,110 — — 982,110 Term deposits — 40,046 — 40,046 Asset backed securities — 69,676 — 69,676 Government debt securities — 47,234 — 47,234 Corporate debt securities — 189,035 — 189,035 Available-for-sale investments — 345,991 — 345,991 Total fair value of assets $ 982,110 $ 345,991 $ — $ 1,328,101 Liabilities measured at fair value Common stock warrant liabilities (Public) $ 38,814 $ - $ - $ 38,814 Common stock warrant liabilities (Private Placement) — 25,951 — 25,951 Earnout Shares Liability — — 151,323 151,323 Total fair value of liabilities $ 38,814 $ 25,951 $ 151,323 $ 216,088 December 31, 2020 Level 1 Level 2 Level 3 Total Assets measured at fair value Money market funds $ 74,049 $ — $ — $ 74,049 Cash equivalents 74,049 — — 74,049 Asset backed securities — 52,022 — 52,022 Government debt securities — 57,829 — 57,829 Corporate debt securities — 258,736 — 258,736 Marketable securities — 368,587 — 368,587 Total fair value of assets $ 74,049 $ 368,587 $ — $ 442,636 |
Summary of Debt Securities, Available-for-sale | The following is a summary of the Company’s available-for-sale securities (in thousands): September 30, 2021 Adjusted Unrealized Unrealized Recorded Assets measured at fair value Term deposits $ 40,046 $ — $ — $ 40,046 Asset backed securities 69,690 10 ( 24 ) 69,676 Government debt securities 47,232 5 ( 3 ) 47,234 Corporate debt securities 189,039 3 ( 7 ) 189,035 Total $ 346,007 $ 18 $ ( 34 ) $ 345,991 December 31, 2020 Adjusted Unrealized Unrealized Recorded Asset backed securities $ 51,938 $ 84 $ — $ 52,022 Government debt securities 57,826 3 — 57,829 Corporate debt securities 258,502 234 — 258,736 Total $ 368,266 $ 321 $ — $ 368,587 |
Summary of Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | The following table sets forth a summary of the change in the fair value, which is recognized as a component of other income within the condensed consolidated statement of operations, of the Company’s Level 3 financial liabilities (in thousands): In-Q-Tel Warrant Liability Earnout Shares Liability Fair value as of January 1, 2021 $ — $ — Initial fair value of the In-Q-Tel warrant liability 602 — Earnout Shares Liability recognized upon the closing of the reverse recapitalization — 149,911 Change in fair value 89 1,412 Extinguishment of Legacy Joby In-Q-Tel warrant liability to common stock upon the reverse recapitalization ( 691 ) — Fair value as of September 30, 2021 $ — $ 151,323 |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Business Combinations [Abstract] | |
Schedule Of Allocation Of Business Combination Consideration Between Acquiree And Contractual Agreement Asset | The following table summarizes the allocation of total consideration between Uber Elevate and the contractual agreements asset (in thousands, except share and per share data): Series C redeemable convertible preferred stock ( 8,924,009 shares at $ 8.70 per share fair value) $ 77,619 Less: premium on Uber CPN ( 465 ) Total consideration 77,154 Consideration allocated to contractual agreements asset ( 54,944 ) Consideration allocated to Uber Elevate $ 22,210 |
Schedule of Recognized Identified Assets Assumed In Business Combination | The purchase price allocation for Uber Elevate is as follows (in thousands): Goodwill $ 4,880 Automation Platform Software Technology 7,200 Multimodal Software Technology 4,900 Simulation Software Technology 4,600 Property and equipment 630 Total purchase consideration $ 22,210 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Balance Sheet Components [Abstract] | |
Summary of Property, Plant and Equipment | Property and equipment, net consists of the following (in thousands): September 30, December 31, Equipment $ 39,442 $ 29,229 Computer software 7,827 5,992 Leasehold improvements 8,636 5,724 Molds and tooling 5,068 3,269 Vehicles and aircraft 1,140 211 Furniture and fixtures 242 95 Construction in progress 4,296 3,741 Gross property and equipment 66,651 48,261 Accumulated depreciation and amortization ( 22,674 ) ( 14,135 ) Property and equipment, net $ 43,977 $ 34,126 |
Schedule of Intangible Assets | The intangible assets consist of the following: September 30, December 31, Automation Platform Software $ 7,200 $ — Multimodal Software Technology 4,900 — System Simulation Software Technology 4,600 — Gross intangible assets 16,700 — Accumulated amortization ( 2,882 ) — Intangible assets, net $ 13,818 $ — |
Schedule of Estimated Future Amortization Expense of Acquired Intangible Assets | The following table presents the estimated future amortization expense of acquired amortizable intangible assets as of September 30, 2021 (in thousands): Fiscal Year Amount 2021 (remainder) $ 961 2022 3,843 2023 3,843 2024 3,006 2025 2,165 $ 13,818 |
Summary Of Prepaid Expenses | Prepaid expenses and other current assets consist of the following (in thousands): September 30, December 31, Prepaid equipment $ 3,958 $ 1,352 Prepaid software 1,602 1,076 Prepaid taxes 805 243 Prepaid insurance 9,242 156 Other 1,981 205 Total $ 17,588 $ 3,032 |
Schedule of Other Noncurrent Assets | Other non-current assets September 30, December 31, Contractual agreements asset $ 54,944 $ — Long term prepaid insurance 10,597 — Other non-current assets 320 262 Total $ 65,861 $ 262 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Maturities of tenant improvement loan | Maturities on the tenant improvement loan were as follows (in thousands): As of September 30, 2021 Amount 2021 (remaining three months) $ 63 2022 265 2023 287 2024 310 2025 84 Total payable amount 1,009 Less: current portion of tenant improvement loan ( 259 ) Noncurrent portion of tenant improvement loan, net $ 750 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Leases [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases | Aggregate future minimum lease payments required under the operating leases at September 30, 2021 are as follows (in thousands): As of September 30, 2021 Amount 2021 (remaining three months) $ 1,311 2022 4,737 2023 4,126 2024 3,396 2025 720 2026 and thereafter 3,801 Total minimum future lease payments, operating leases $ 18,091 |
Schedule of Future Minimum Lease Payments for Capital Leases | Aggregate future minimum principal lease payments under the capital leases at September 30, 2021 are as follows (in thousands): As of September 30, 2021 Amount 2021 (remaining three months) $ 278 2022 793 2023 248 2024 183 2025 110 2026 and thereafter 135 Total payments 1,747 Less current portion ( 1,006 ) Noncurrent portion $ 741 |
Stock Warrants and Earnout Sh_2
Stock Warrants and Earnout Shares (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Warrants And Rights Note Disclosure [Abstract] | |
Schedule of Assumptions Used to Estimate Fair Value of The Total Earnout Shares Liability | Assumptions used in the valuation are as follows: August 10, 2021 September 30, 2021 Expected volatility 62.20 % 61.60 % Risk-free interest rate 1.36 % 1.51 % Dividend rate 0.00 % 0.00 % Expected term (years) 10.00 9.86 |
Common Stock (Tables)
Common Stock (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Stockholders Equity Note [Abstract] | |
Schedule Of Common Stock Shares Reserved For Future Issuance | The Company had reserved common stock, on an as-converted basis, for future issuance as follows: September 30, December 31, Stock options and RSU’s outstanding under 2016 Stock Plan 31,942,058 24,576,859 Remaining shares available for future issuance under the 2016 plan 2,240,581 499,132 Remaining shares available for future issuance under the 2021 plan 66,535,304 — Redeemable convertible preferred stock — 332,764,215 Common stock warrants 28,783,333 758,515 Total common stock reserved 129,501,276 358,598,721 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of stock-based compensation expense | The following sets forth the total stock-based compensation expense for the Company’s stock options included in the Company’s condensed consolidated statements of operations (in thousands): Three Months Ended Nine Months Ended September 30, September 30, September 30, September 30, Research and development expenses $ 6,103 $ 1,704 $ 14,041 $ 4,054 Selling, general and administrative expenses 1,516 270 5,377 585 Total stock-based compensation expense $ 7,619 $ 1,974 $ 19,418 $ 4,639 |
Net Loss Per Share Attributab_2
Net Loss Per Share Attributable to Common Stockholders (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders | The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders (in thousands, except share and per share data): Three Months Ended Nine Months Ended 2021 2020 2021 2020 Numerator: Net loss attributable to common stockholders $ ( 78,858 ) $ ( 28,028 ) $ ( 185,369 ) $ ( 80,265 ) Denominator: Weighted-average shares outstanding 385,560,732 104,760,660 203,536,351 102,103,326 Net loss per share attributable to common $ ( 0.20 ) $ ( 0.27 ) $ ( 0.91 ) $ ( 0.79 ) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following outstanding shares of potentially dilutive securities were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented because including them would have been antidilutive: September 30, December 31, 2021 2020 Redeemable convertible preferred stock — 332,764,215 Common stock warrants 28,783,333 758,515 Unvested restricted stock awards 596,366 547,101 Unvested restricted stock units 10,154,074 — Options to purchase common stock 21,787,984 24,576,859 Earnout shares 17,130,000 — Total 78,451,757 358,646,690 |
Company and Nature of Business
Company and Nature of Business - Additional Information (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | |
Aug. 31, 2021 | Jan. 31, 2021 | Dec. 31, 2020 | |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||
Net proceeds from reverse recapitalization | $ 1,000 | ||
Series C Preferred Stock [Member] | |||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||
Aggregate gross proceeds from issuance | $ 70.5 | ||
Convertible Promissory Note [Member] | |||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||
Aggregate gross proceeds from issuance | $ 75 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Details) - $ / shares | Aug. 10, 2021 | Feb. 23, 2021 | Sep. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Summary Of Significant Accounting Policies [Line Items] | |||||
Description of conversion of warrants | overallotment were converted into an equal number of warrants that entitle the holder to purchase one share of the Company’s Common stock | ||||
Common Stock Par Or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Class Of Warrants Or Right exercised | 0 | ||||
United States [Member] | Credit Concentration Risk [Member] | Accounts Receivable [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Concentration risk, percentage | 90.00% | 89.00% | |||
Common Stock [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Common Stock Par Or Stated Value Per Share | $ 0.00001 | $ 0.00001 | |||
Lock-up and transfer of Common Shares | 17,130,000 | ||||
Public Warrants | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Warrants issued to sponsor | 17,250,000 | ||||
Private Placement Warrants | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Warrants issued to sponsor | 11,533,333 | ||||
Common Stock Warrants [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Common Stock Par Or Stated Value Per Share | 0.0001 | 0.0001 | |||
Class of warrants exercise price per share | $ 11.50 | $ 11.50 | |||
Minimum [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Estimated useful lives | 3 years | ||||
Maximum [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Estimated useful lives | 5 years |
Reverse Recapitalization - Addi
Reverse Recapitalization - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Document Document And Entity Information [Line Items] | ||
Common stock, Capital shares reserved for future issuance | 129,501,276 | 358,598,721 |
Common stock, shares, issued | 604,335,426 | 122,058,940 |
Common stock, shares, outstanding | 604,335,426 | 122,058,940 |
Additional Paid In Capital | $ 1,786,118 | $ 12,591 |
Merger [Member] | ||
Document Document And Entity Information [Line Items] | ||
Sale of Stock, Transaction Date | Aug. 10, 2021 | |
Redemption of RTP public shareholders | $ 424,200 | |
Intangible assets including goodwill | 0 | |
Reimbursement Of Merger Related Expense | 33,300 | |
Transaction costs | 50,200 | |
Transaction expenses related to merger | 9,000 | |
Merger [Member] | Additional Paid-In Capital [Member] | ||
Document Document And Entity Information [Line Items] | ||
Transaction costs | $ 41,200 | |
Sponsor Agreement [Member] | Share-based Payment Arrangement, Tranche One | ||
Document Document And Entity Information [Line Items] | ||
Weighted average price per share | $ 12 | |
Sponsor Agreement [Member] | Share-based Payment Arrangement, Tranche Two | ||
Document Document And Entity Information [Line Items] | ||
Weighted average price per share | 18 | |
Sponsor Agreement [Member] | Share-based Payment Arrangement, Tranche Three | ||
Document Document And Entity Information [Line Items] | ||
Weighted average price per share | 24 | |
Sponsor Agreement [Member] | Share Based Compensation Award Tranche Four | ||
Document Document And Entity Information [Line Items] | ||
Weighted average price per share | 32 | |
Sponsor Agreement [Member] | Share Based Compensation Award Tranche Five | ||
Document Document And Entity Information [Line Items] | ||
Weighted average price per share | $ 50 | |
Sponsor Agreement [Member] | Earnout Shares [Member] | ||
Document Document And Entity Information [Line Items] | ||
Number of consecutive trading days, vesting | 30 days | |
Number of trading days | 20 days | |
Forfeiture term of shares not yet vested | 10 years | |
Earnout shares vesting percentage | 20.00% | |
Sponsor Agreement [Member] | Merger [Member] | Earnout Shares [Member] | ||
Document Document And Entity Information [Line Items] | ||
Common stock, shares, issued | 17,130,000 | |
New Pipe Investors [Member] | Merger [Member] | ||
Document Document And Entity Information [Line Items] | ||
Common stock, shares, issued | 127,333,290 | |
Proceeds from Contributed Capital | $ 1,067,900 | |
Cash | 232,900 | |
Proceeds from PIPE Financing | $ 835,000 | |
New Pipe Investors [Member] | Subscription Agreement [Member] | Merger [Member] | ||
Document Document And Entity Information [Line Items] | ||
Sale of stock | 83,500,000 | |
Sale price per share | $ 10 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Assets measured at fair value | ||
Available-for-sale investments | $ 345,991 | $ 368,587 |
Term Deposits [Member] | ||
Assets measured at fair value | ||
Available-for-sale investments | 40,046 | |
Asset Backed Securities [Member] | ||
Assets measured at fair value | ||
Available-for-sale investments | 69,676 | 52,022 |
Government Debt Securities [Member] | ||
Assets measured at fair value | ||
Available-for-sale investments | 47,234 | 57,829 |
Corporate Debt Securities [Member] | ||
Assets measured at fair value | ||
Available-for-sale investments | 189,035 | 258,736 |
Fair Value Measurements Recurring [Member] | ||
Assets measured at fair value | ||
Money market funds | 368,587 | |
Available-for-sale investments | 345,991 | |
Marketable Securities | 368,587 | |
Total fair value of assets | 1,328,101 | 442,636 |
Liabilities measured at fair value | ||
Derivative liability (Earnout Shares) | 151,323 | |
Total fair value of liabilities | 216,088 | |
Fair Value Measurements Recurring [Member] | Common Stock Warrant Liabilities Public [Member] | ||
Liabilities measured at fair value | ||
Common stock warrant liabilities (Public) | 38,814 | |
Fair Value Measurements Recurring [Member] | Common Stock Warrant Liabilities Private [Member] | ||
Liabilities measured at fair value | ||
Common stock warrant liabilities (Public) | 25,951 | |
Fair Value Measurements Recurring [Member] | Money Market Funds [Member] | ||
Assets measured at fair value | ||
Available-for-sale investments | 982,110 | 74,049 |
Fair Value Measurements Recurring [Member] | Cash Equivalents [Member] | ||
Assets measured at fair value | ||
Available-for-sale investments | 982,110 | 74,049 |
Fair Value Measurements Recurring [Member] | Term Deposits [Member] | ||
Assets measured at fair value | ||
Available-for-sale investments | 40,046 | |
Fair Value Measurements Recurring [Member] | Asset Backed Securities [Member] | ||
Assets measured at fair value | ||
Available-for-sale investments | 69,676 | 52,022 |
Fair Value Measurements Recurring [Member] | Government Debt Securities [Member] | ||
Assets measured at fair value | ||
Available-for-sale investments | 47,234 | 57,829 |
Fair Value Measurements Recurring [Member] | Corporate Debt Securities [Member] | ||
Assets measured at fair value | ||
Available-for-sale investments | 189,035 | 258,736 |
Fair Value Measurements Recurring [Member] | Level 1 [Member] | ||
Assets measured at fair value | ||
Money market funds | ||
Marketable Securities | ||
Total fair value of assets | 982,110 | 74,049 |
Liabilities measured at fair value | ||
Total fair value of liabilities | 38,814 | |
Fair Value Measurements Recurring [Member] | Level 1 [Member] | Common Stock Warrant Liabilities Public [Member] | ||
Liabilities measured at fair value | ||
Common stock warrant liabilities (Public) | 38,814 | |
Fair Value Measurements Recurring [Member] | Level 1 [Member] | Money Market Funds [Member] | ||
Assets measured at fair value | ||
Available-for-sale investments | 982,110 | 74,049 |
Fair Value Measurements Recurring [Member] | Level 1 [Member] | Cash Equivalents [Member] | ||
Assets measured at fair value | ||
Available-for-sale investments | 982,110 | 74,049 |
Fair Value Measurements Recurring [Member] | Level 2 [Member] | ||
Assets measured at fair value | ||
Money market funds | 368,587 | |
Available-for-sale investments | 345,991 | |
Marketable Securities | 368,587 | |
Total fair value of assets | 345,991 | 368,587 |
Liabilities measured at fair value | ||
Total fair value of liabilities | 25,951 | |
Fair Value Measurements Recurring [Member] | Level 2 [Member] | Common Stock Warrant Liabilities Private [Member] | ||
Liabilities measured at fair value | ||
Common stock warrant liabilities (Public) | 25,951 | |
Fair Value Measurements Recurring [Member] | Level 2 [Member] | Term Deposits [Member] | ||
Assets measured at fair value | ||
Available-for-sale investments | 40,046 | |
Fair Value Measurements Recurring [Member] | Level 2 [Member] | Asset Backed Securities [Member] | ||
Assets measured at fair value | ||
Available-for-sale investments | 69,676 | 52,022 |
Fair Value Measurements Recurring [Member] | Level 2 [Member] | Government Debt Securities [Member] | ||
Assets measured at fair value | ||
Available-for-sale investments | 47,234 | 57,829 |
Fair Value Measurements Recurring [Member] | Level 2 [Member] | Corporate Debt Securities [Member] | ||
Assets measured at fair value | ||
Available-for-sale investments | 189,035 | 258,736 |
Fair Value Measurements Recurring [Member] | Level 3 [Member] | ||
Assets measured at fair value | ||
Money market funds | ||
Marketable Securities | ||
Total fair value of assets | ||
Liabilities measured at fair value | ||
Derivative liability (Earnout Shares) | 151,323 | |
Total fair value of liabilities | $ 151,323 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Debt Securities, Available-for-sale (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Adjusted Basis | $ 346,007 | $ 368,266 |
Unrealized Gains | 18 | 321 |
Unrealized Losses | 34 | 0 |
Recorded Basis | 345,991 | 368,587 |
Term Deposits [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Adjusted Basis | 40,046 | |
Recorded Basis | 40,046 | |
Asset Backed Securities [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Adjusted Basis | 69,690 | 51,938 |
Unrealized Gains | 10 | 84 |
Unrealized Losses | 24 | 0 |
Recorded Basis | 69,676 | 52,022 |
Government Debt Securities [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Adjusted Basis | 47,232 | 57,826 |
Unrealized Gains | 5 | 3 |
Unrealized Losses | 3 | 0 |
Recorded Basis | 47,234 | 57,829 |
Corporate Debt Securities [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Adjusted Basis | 189,039 | 258,502 |
Unrealized Gains | 3 | 234 |
Unrealized Losses | 7 | 0 |
Recorded Basis | $ 189,035 | $ 258,736 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Level 1 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Transfers, Net | $ 0 | |
Level 2 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Transfers, Net | 0 | |
Level 3 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Transfers, Net | $ 0 | |
Financial assets or liabilities measured at fair value on a recurring basis | $ 0 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |
Beginning Balance | $ 0 |
Initial fair value of the In-Q-Tel warrant liability | |
Earnout Shares Liability recognized upon the closing of the reverse recapitalization | 149,911 |
Change in fair value | 1,412 |
Extinguishment of Legacy Joby In-Q-Tel warrant liability to common stock upon the reverse recapitalization | |
Ending Balance | 151,323 |
Redeemable Convertible Preferred Stock Warrant Liability [Member] | |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |
Beginning Balance | 0 |
Initial fair value of the In-Q-Tel warrant liability | 602 |
Change in fair value | 89 |
Extinguishment of Legacy Joby In-Q-Tel warrant liability to common stock upon the reverse recapitalization | (691) |
Ending Balance |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Apr. 06, 2021 | Jan. 11, 2021 | Sep. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | |||||
Goodwill | $ 4,880 | $ 4,880 | $ 0 | ||
Contractual Agreement Assets [Member] | |||||
Business Acquisition [Line Items] | |||||
Estimated fair value of contractual agreement asset | $ 49,500 | ||||
Discount rate | 0.250 | ||||
Research And Development Expense [Member] | |||||
Business Acquisition [Line Items] | |||||
Business Combination, Contingent Consideration, Asset | $ 5,000 | ||||
Series C Redeemable Convertible Preferred Stock [Member] | |||||
Business Acquisition [Line Items] | |||||
Stock issued during period, shares, acquisitions | 2,677,200 | 8,924,009 | |||
Uber Elevate [Member] | |||||
Business Acquisition [Line Items] | |||||
Business combination, share price | $ 8.70 | ||||
Business combination, consideration transferred | $ 77,600 | ||||
Non cash compensation expense | 7,500 | 2,000 | 5,800 | ||
Debt conversion converted instrument amount | $ 75,000 | ||||
Derivative, Fixed Interest Rate | 5.00% | ||||
Debt converted into common stock | 7,716,780 | ||||
Accrued and unpaid interest on the debt | $ 2,200 | ||||
Business Combination, Step Acquisition, Equity Interest in Acquiree, Fair Value | $ 20,000 | ||||
Business Combination Fair Return On Investments | 35.00% | ||||
Decrease in preliminary value percentage of intangible assets | 0.230 | ||||
Preliminary value percentage of intangible assets | 0.370 | ||||
Goodwill | $ 4,900 | ||||
Uber Elevate [Member] | Contractual Agreement Assets [Member] | |||||
Business Acquisition [Line Items] | |||||
Business Combination, Acquired Receivable, Fair Value | 49,500 | ||||
Uber Elevate [Member] | Contractual Agreement Assets [Member] | Acquired Current Liabilities [Member] | |||||
Business Acquisition [Line Items] | |||||
Payment to acquire research and development of assets in process | $ 100 | ||||
Uber Elevate [Member] | Contractual Agreement Assets [Member] | Acquired Current Assets [Member] | |||||
Business Acquisition [Line Items] | |||||
Payment to acquire research and development of assets in process | $ 100 | ||||
Uber Elevate [Member] | Uber CPN [Member] | |||||
Business Acquisition [Line Items] | |||||
Debt conversion converted instrument amount | $ 75,000 | ||||
Derivative, Fixed Interest Rate | 5.00% | ||||
Debt instrument, unamortized discount | $ 500 | ||||
Net redemptions of public stockholders | 500 | ||||
Uber Elevate [Member] | Uber CPN [Member] | Maximum [Member] | |||||
Business Acquisition [Line Items] | |||||
Debt Instrument Fair Value | $ 74,500 | ||||
Uber Elevate [Member] | Research And Development Expense [Member] | |||||
Business Acquisition [Line Items] | |||||
Non cash compensation expense | 1,800 | 5,200 | |||
Uber Elevate [Member] | Selling, General and Administrative Expenses [Member] | |||||
Business Acquisition [Line Items] | |||||
Non cash compensation expense | $ 200 | $ 600 | |||
Uber Elevate [Member] | Series C Redeemable Convertible Preferred Stock [Member] | |||||
Business Acquisition [Line Items] | |||||
Stock issued during period, shares, acquisitions | 8,924,009 | ||||
Business combination, share price | $ 8.70 | $ 8.70 | |||
Debt instrument, term | 2 years | ||||
Share-based compensation arrangement award vesting period | 6 years | ||||
Uber Elevate [Member] | Series C Redeemable Convertible Preferred Stock [Member] | Contractual Agreement Assets [Member] | |||||
Business Acquisition [Line Items] | |||||
Cash payments | $ 5,000 | ||||
Fair value of aggregate with business acquisitions | 23,900 | ||||
Share based compensation | $ 23,900 |
Acquisitions - Schedule Of Allo
Acquisitions - Schedule Of Allocation Of Business Combination Consideration Between Acquiree And Contractual Agreement Asset (Details) - Uber Elevate [Member] - USD ($) $ in Thousands | Jan. 11, 2021 | Sep. 30, 2021 |
Business Acquisition [Line Items] | ||
Total consideration | $ 77,600 | |
Business Combination, Step Acquisition, Equity Interest in Acquiree, Fair Value | $ 20,000 | |
Preferred Stock [Member] | ||
Business Acquisition [Line Items] | ||
Series C redeemable convertible preferred stock (8,924,009 shares at $8.70 per share fair value) | $ 77,619 | |
Less: premium on Uber CPN | 465 | |
Total consideration | 77,154 | |
Consideration allocated to contractual agreements asset | (54,944) | |
Business Combination, Step Acquisition, Equity Interest in Acquiree, Fair Value | $ 22,210 |
Acquisitions - Schedule Of Al_2
Acquisitions - Schedule Of Allocation Of Business Combination Consideration Between Acquiree And Contractual Agreement Asset (Parenthetical) (Details) - $ / shares | Apr. 06, 2021 | Jan. 11, 2021 | Sep. 30, 2021 |
Series C Redeemable Convertible Preferred Stock [Member] | |||
Business Acquisition [Line Items] | |||
Stock issued during period, shares, acquisitions | 2,677,200 | 8,924,009 | |
Uber Elevate [Member] | |||
Business Acquisition [Line Items] | |||
Business combination, share price | $ 8.70 | ||
Uber Elevate [Member] | Series C Redeemable Convertible Preferred Stock [Member] | |||
Business Acquisition [Line Items] | |||
Stock issued during period, shares, acquisitions | 8,924,009 | ||
Business combination, share price | $ 8.70 |
Acquisitions - Schedule of Reco
Acquisitions - Schedule of Recognized Identified Assets Assumed In Business Combination (Details) - Uber Elevate [Member] $ in Thousands | Sep. 30, 2021USD ($) |
Business Acquisition [Line Items] | |
Business combination, recognized identifiable assets acquired, goodwill, and liabilities assumed, net | $ 22,210 |
Goodwill | |
Business Acquisition [Line Items] | |
Business combination, recognized identifiable assets acquired and liabilities assumed, finite-lived intangibles | 4,880 |
Automation Platform Software [Member] | |
Business Acquisition [Line Items] | |
Business combination, recognized identifiable assets acquired and liabilities assumed, finite-lived intangibles | 7,200 |
Multimodal Software Technology [Member] | |
Business Acquisition [Line Items] | |
Business combination, recognized identifiable assets acquired and liabilities assumed, finite-lived intangibles | 4,900 |
System Simulation Software Technology [Member] | |
Business Acquisition [Line Items] | |
Business combination, recognized identifiable assets acquired and liabilities assumed, finite-lived intangibles | 4,600 |
Property and Equipment [Member] | |
Business Acquisition [Line Items] | |
Business combination, recognized identifiable assets acquired and liabilities assumed, finite-lived intangibles | $ 630 |
Balance sheet Components - Summ
Balance sheet Components - Summary of Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Property Plant And Equipment [Line Items] | ||
Gross property and equipment | $ 66,651 | $ 48,261 |
Accumulated depreciation and amortization | (22,674) | (14,135) |
Property and equipment, net | 43,977 | 34,126 |
Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Gross property and equipment | 39,442 | 29,229 |
Computer Software [Member] | ||
Property Plant And Equipment [Line Items] | ||
Gross property and equipment | 7,827 | 5,992 |
Leasehold Improvements [Member] | ||
Property Plant And Equipment [Line Items] | ||
Gross property and equipment | 8,636 | 5,724 |
Molds and Tooling [Member] | ||
Property Plant And Equipment [Line Items] | ||
Gross property and equipment | 5,068 | 3,269 |
Vehicles And Aircraft [Member] | ||
Property Plant And Equipment [Line Items] | ||
Gross property and equipment | 1,140 | 211 |
Furniture and Fixtures [Member] | ||
Property Plant And Equipment [Line Items] | ||
Gross property and equipment | 242 | 95 |
Construction in Progress [Member] | ||
Property Plant And Equipment [Line Items] | ||
Gross property and equipment | $ 4,296 | $ 3,741 |
Balance sheet Components - Addi
Balance sheet Components - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Depreciation Depletion And Amortization Nonproduction [Abstract] | ||||
Depreciation and amortization expense | $ 3.2 | $ 1.9 | $ 8.6 | $ 5.1 |
Amortization of Intangible Assets | $ 1 | $ 0 | $ 2.9 | $ 0 |
Weighted-average amortization period of intangible assets | 3 years 9 months 10 days |
Balance sheet Components - Sche
Balance sheet Components - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Indefinite Lived Intangible Assets By Major Class [Line Items] | ||
Finite Lived Intangible Assets Gross | $ 16,700 | $ 0 |
Accumulated amortization | (2,882) | 0 |
Intangible assets, net | 13,818 | 0 |
Automation Platform Software [Member] | ||
Indefinite Lived Intangible Assets By Major Class [Line Items] | ||
Finite Lived Intangible Assets Gross | 7,200 | 0 |
Multimodal Software Technology [Member] | ||
Indefinite Lived Intangible Assets By Major Class [Line Items] | ||
Finite Lived Intangible Assets Gross | 4,900 | 0 |
System Simulation Software Technology [Member] | ||
Indefinite Lived Intangible Assets By Major Class [Line Items] | ||
Finite Lived Intangible Assets Gross | $ 4,600 | $ 0 |
Balance sheet Components - Sc_2
Balance sheet Components - Schedule of Estimated Future Amortization Expense of Acquired Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Balance Sheet Related Disclosures [Abstract] | ||
2021 (remainder) | $ 961 | |
2022 | 3,843 | |
2023 | 3,843 | |
2024 | 3,006 | |
2025 | 2,165 | |
Intangible assets, net | $ 13,818 | $ 0 |
Balance sheet Components - Su_2
Balance sheet Components - Summary Of Prepaid Expenses (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Balance Sheet Related Disclosures [Abstract] | ||
Prepaid equipment | $ 3,958 | $ 1,352 |
Prepaid software | 1,602 | 1,076 |
Prepaid taxes | 805 | 243 |
Prepaid insurance | 9,242 | 156 |
Other | 1,981 | 205 |
Total | $ 17,588 | $ 3,032 |
Balance sheet Components - Sc_3
Balance sheet Components - Schedule of Other Noncurrent Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Other non-current assets | $ 65,861 | $ 262 |
Contractual Agreement Assets [Member] | ||
Other non-current assets | 54,944 | |
Long Term Prepaid Insurance [Member] | ||
Other non-current assets | 10,597 | |
Other Non-current Assets | ||
Other non-current assets | $ 320 | $ 262 |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) $ in Millions | Jan. 11, 2021 | Sep. 30, 2021 | Oct. 31, 2019 | Apr. 30, 2019 | Jan. 31, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||||||
Long Term Debt Term | 6 years | |||||
Uber Elevate [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Proceeds from Issuance of Convertible Preferred Stock | $ 75 | |||||
Derivative, Fixed Interest Rate | 5.00% | |||||
Debt conversion converted instrument amount | $ 75 | |||||
Debt converted into common stock | 7,716,780 | |||||
Accrued and unpaid interest on the debt | $ 2.2 | |||||
Tenant Improvement Loan | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument face value | $ 1.6 | |||||
Loans and Leases Receivable, Loans in Process | $ 1.1 | $ 1.1 | $ 1.1 | $ 0.5 | ||
Period Within Which The Loan Is Repayable InCase Of Termination | 30 days | |||||
Long-term Debt, Percentage Bearing Fixed Interest, Percentage Rate | 8.00% | |||||
Average effective interest rate | 8.10% |
Debt (Details)
Debt (Details) $ in Thousands | Sep. 30, 2021USD ($) |
Debt Disclosure [Abstract] | |
2021 (remaining three months) | $ 63 |
2022 | 265 |
2023 | 287 |
2024 | 310 |
2025 | 84 |
Contractual Obligation, Total | 1,009 |
Less: current portion of tenant improvement loan | (259) |
Contractual Obligation Noncurrent, Total | $ 750 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Lessor Lease Description [Line Items] | |||||
Operating Leases, Rent Expense | $ 1.5 | $ 1.3 | $ 4.1 | $ 3.5 | |
Capital Lease One [Member] | |||||
Lessor Lease Description [Line Items] | |||||
Gross book value under capital lease agreement | 4.1 | 4.1 | |||
Accumulated depreciation for equipment | $ 0.9 | $ 0.9 | $ 0.7 | ||
Minimum [Member] | Capital Lease One [Member] | |||||
Lessor Lease Description [Line Items] | |||||
Long-term Debt, Percentage Bearing Fixed Interest, Percentage Rate | 3.95% | 3.95% | |||
Maximum [Member] | Capital Lease One [Member] | |||||
Lessor Lease Description [Line Items] | |||||
Long-term Debt, Percentage Bearing Fixed Interest, Percentage Rate | 22.10% | 22.10% |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Rental Payments under Operating Leases (Details) $ in Thousands | Sep. 30, 2021USD ($) |
Leases [Abstract] | |
2021 (remaining three months) | $ 1,311 |
2022 | 4,737 |
2023 | 4,126 |
2024 | 3,396 |
2025 | 720 |
2026 and thereafter | 3,801 |
Total minimum future lease payments, operating leases | $ 18,091 |
Leases - Schedule of Future M_2
Leases - Schedule of Future Minimum Rental Payments under Capital Leases (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
2021 (remaining three months) | $ 278 | |
2022 | 793 | |
2023 | 248 | |
2024 | 183 | |
2025 | 110 | |
2026 and thereafter | 135 | |
Total payments | 1,747 | |
Less current portion | (1,006) | $ (792) |
Noncurrent portion | $ 741 | $ 661 |
Stock Warrants and Earnout Sh_3
Stock Warrants and Earnout Shares - Additional Information (Details) | Aug. 10, 2021USD ($) | Mar. 19, 2021USD ($)yr$ / sharesshares | Mar. 19, 2021USD ($)$ / sharesshares | Sep. 30, 2021USD ($)$ / sharesshares | Sep. 30, 2021USD ($)$ / sharesshares | Sep. 30, 2020USD ($) | Dec. 31, 2020$ / sharesshares |
Redeemable Convertible Preferred Stock Warrants [Line Items] | |||||||
Change in the fair value of the earnout shares liability | $ 1,400,000 | ||||||
Proceeds from issuance common stock warrants | $ 181,000 | $ 0 | |||||
Fair Value of Earn Out Shares | $ 149,900,000 | ||||||
Private Placement Warrants | |||||||
Redeemable Convertible Preferred Stock Warrants [Line Items] | |||||||
Fair value warrants liability | 21,900,000 | ||||||
Gain (loss) in fair value warrants liability | (4,000,000) | ||||||
Public Warrants | |||||||
Redeemable Convertible Preferred Stock Warrants [Line Items] | |||||||
Fair value warrants liability | $ 32,800,000 | ||||||
Gain (loss) in fair value warrants liability | $ 6,000,000 | ||||||
Earnout Shares [Member] | |||||||
Redeemable Convertible Preferred Stock Warrants [Line Items] | |||||||
Warrants and Rights Outstanding, Term | 10 years | 10 years | |||||
Percentage of shares held for sale | 20.00% | ||||||
Number of trading days | 30 days | ||||||
Earnout Shares Vested | shares | 0 | 0 | |||||
Earnout Shares [Member] | Minimum [Member] | |||||||
Redeemable Convertible Preferred Stock Warrants [Line Items] | |||||||
Number of trading days | 20 days | ||||||
Earnout Shares [Member] | Tranche One [Member] | |||||||
Redeemable Convertible Preferred Stock Warrants [Line Items] | |||||||
Weighted average price per share | $ / shares | $ 12 | $ 12 | |||||
Earnout Shares [Member] | Tranche Two [Member] | |||||||
Redeemable Convertible Preferred Stock Warrants [Line Items] | |||||||
Weighted average price per share | $ / shares | 18 | 18 | |||||
Earnout Shares [Member] | Tranche Three [Member] | |||||||
Redeemable Convertible Preferred Stock Warrants [Line Items] | |||||||
Weighted average price per share | $ / shares | 24 | 24 | |||||
Earnout Shares [Member] | Tranche Four [Member] | |||||||
Redeemable Convertible Preferred Stock Warrants [Line Items] | |||||||
Weighted average price per share | $ / shares | 32 | 32 | |||||
Earnout Shares [Member] | Tranche Five [Member] | |||||||
Redeemable Convertible Preferred Stock Warrants [Line Items] | |||||||
Weighted average price per share | $ / shares | $ 50 | $ 50 | |||||
Legacy Jobys | |||||||
Redeemable Convertible Preferred Stock Warrants [Line Items] | |||||||
Stock issued during period for warrants, shares | shares | 752,732 | 752,732 | |||||
Redeemable Convertible Preferred Stock [Member] | Legacy Jobys | |||||||
Redeemable Convertible Preferred Stock Warrants [Line Items] | |||||||
Class of warrants exercise price per share | $ / shares | $ 0.0029 | $ 0.0029 | |||||
Redeemable Preferred Stock, Fair Value Disclosure | $ 600,000 | $ 600,000 | |||||
Exchange ratio | 3.4572% | 3.4572% | |||||
Measurement Input, Share Price [Member] | |||||||
Redeemable Convertible Preferred Stock Warrants [Line Items] | |||||||
Warrants and Rights Outstanding, Measurement Input | 8,770 | 8,770 | |||||
Warrants Issued In March Two Thousand And Seventeen [Member] | Redeemable Convertible Preferred Stock [Member] | |||||||
Redeemable Convertible Preferred Stock Warrants [Line Items] | |||||||
Class of warrants exercise price per share | $ / shares | $ 0.029 | $ 0.029 | $ 0.194 | ||||
Warrants Issued In March Two Thousand And Eighteen [Member] | Warrants Issued In Connection With Convertible Notes [Member] | |||||||
Redeemable Convertible Preferred Stock Warrants [Line Items] | |||||||
Class of warrant or right, number of securities called by warrants or rights | shares | 539,675 | 539,675 | 218,840 | ||||
InQ Tel [Member] | |||||||
Redeemable Convertible Preferred Stock Warrants [Line Items] | |||||||
Amount received from In-Q-Tel | $ 1,000,000 | $ 1,000,000 | |||||
Class of warrants exercise price per share | $ / shares | $ 0.0029 | $ 0.0029 | |||||
Warrants and Rights Outstanding, Term | 10 years | 10 years | |||||
Warrants Not Settleable in Cash, Fair Value Disclosure | $ 600,000 | $ 600,000 | |||||
Government Grants | $ 1,000,000 | ||||||
InQ Tel [Member] | Measurement Input, Price Volatility [Member] | |||||||
Redeemable Convertible Preferred Stock Warrants [Line Items] | |||||||
Warrants and Rights Outstanding, Measurement Input | 60.2 | 60.2 | |||||
InQ Tel [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||||||
Redeemable Convertible Preferred Stock Warrants [Line Items] | |||||||
Warrants and Rights Outstanding, Measurement Input | 0.07 | 0.07 | |||||
InQ Tel [Member] | Measurement Input, Expected Term [Member] | |||||||
Redeemable Convertible Preferred Stock Warrants [Line Items] | |||||||
Weighted average expected term | yr | 1.1 | ||||||
InQ Tel [Member] | Measurement Input, Expected Dividend Rate [Member] | |||||||
Redeemable Convertible Preferred Stock Warrants [Line Items] | |||||||
Warrants and Rights Outstanding, Measurement Input | 0 | 0 | |||||
InQ Tel [Member] | Series C Preferred Stock [Member] | |||||||
Redeemable Convertible Preferred Stock Warrants [Line Items] | |||||||
Number of warrants issued for preferred stock conversion | shares | 68,649 | 68,649 |
Stock Warrants and Earnout Sh_4
Stock Warrants and Earnout Shares - Schedule of Assumptions Used to Estimate Fair Value of Earnout Shares Liability (Details) | Aug. 10, 2021 | Sep. 30, 2021 |
Warrants And Rights Note Disclosure [Abstract] | ||
Expected volatility | 62.20% | 61.60% |
Risk-free interest rate | 1.36% | 1.51% |
Dividend rate | 0.00% | 0.00% |
Expected term (years) | 10 years | 9 years 10 months 9 days |
Common Stock - Additional Infor
Common Stock - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Nov. 30, 2016 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Dec. 31, 2017 | Dec. 31, 2020 | |
Class Of Stock [Line Items] | ||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Common stock, shares authorized | 1,400,000,000 | 1,400,000,000 | 517,865,383 | |||||||
Common Stock [Member] | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Common stock, par value | $ 0.00001 | $ 0.00001 | ||||||||
Common stock, shares authorized | 149,793,455 | 149,793,455 | ||||||||
Stock issued during the period shares exercise of stock options | 699,852 | 592,948 | 746,830 | 68,331 | 233,810 | 84,023 | ||||
Former Parent Company [Member] | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Common stock, shares | 101,581,935 | |||||||||
Share repurchase program number of shares authorized to be repurchased | 101,581,935 | |||||||||
Shares to be repurchased price per share | $ 0.006 | |||||||||
Restricted Stock [Member] | Restricted Stock Purchase Agreements [Member] | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Stock Repurchase Period | 10 years | |||||||||
Stock issued during the period shares restricted stock awards | 829,727 | |||||||||
Restricted stock shares subject to repurchase | 484,871 | 484,871 | 547,101 | |||||||
Restricted stock shares weighted average repurchase price per share | $ 0.029 | $ 0.029 | $ 0.029 | |||||||
Share repurchase liability current | $ 0.1 | $ 0.1 | $ 0.1 | |||||||
Former Parent Options [Member] | Former Parent Company [Member] | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Stock issued during the period shares exercise of stock options | 18,846,930 | 32,438,008 | ||||||||
Share based compensation by share based payment arrangement options exercised during the period weighted average exercise price | $ 0.006 | |||||||||
Former Parent Restricted Stock Units [Member] | Former Parent Company [Member] | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Stock issued during the period shares restricted stock awards | 69,143,926 | |||||||||
Share based compensation by share based payment arrangement equity instruments other than options non vested outstanding | 24,008,306 | |||||||||
Redeemable Convertible Preferred Stock [Member] | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Preferred stock par or stated value per share | $ 0.00001 | $ 0.00001 | ||||||||
Preferred stock shares authorized | 105,500,526 | 105,500,526 | ||||||||
Amended And Restated Certificate of Incorporation [Member] | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||||||||
Common stock, shares authorized | 1,400,000,000 | 1,400,000,000 | ||||||||
Preferred stock par or stated value per share | $ 0.0001 | $ 0.0001 | ||||||||
Preferred stock shares authorized | 100,000,000 | 100,000,000 | ||||||||
Common stock shares voting rights | one |
Common Stock - Schedule Of Comm
Common Stock - Schedule Of Common Stock Shares Reserved For Future Issuance (Details) - shares | Sep. 30, 2021 | Dec. 31, 2020 |
Class Of Stock [Line Items] | ||
Common stock, Capital shares reserved for future issuance | 129,501,276 | 358,598,721 |
Stock options and RSUs outstanding under 2016 Stock Plan [Member] | ||
Class Of Stock [Line Items] | ||
Common stock, Capital shares reserved for future issuance | 31,942,058 | 24,576,859 |
Remaining shares available for future issuance under the 2016 plan [Member] | ||
Class Of Stock [Line Items] | ||
Common stock, Capital shares reserved for future issuance | 2,240,581 | 499,132 |
Remaining shares available for future issuance under the 2021 plan [Member] | ||
Class Of Stock [Line Items] | ||
Common stock, Capital shares reserved for future issuance | 66,535,304 | 0 |
Redeemable Convertible Preferred Stock [Member] | ||
Class Of Stock [Line Items] | ||
Common stock, Capital shares reserved for future issuance | 0 | 332,764,215 |
Common stock warrants [Member] | ||
Class Of Stock [Line Items] | ||
Common stock, Capital shares reserved for future issuance | 28,783,333 | 758,515 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | Aug. 10, 2021 | May 31, 2019 | Nov. 30, 2016 | Aug. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2017 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Exercise price per share | $ 0.20 | ||||||
Restricted Stock Units (RSUs) [Member] | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Contractual term of the grants upon issuance | 10 years | ||||||
Share-based compensation arrangement award vesting period | 6 years | ||||||
Unvested Former Parent Rsu [Member] | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Repurchase price per share | $ 0.006 | $ 0.006 | |||||
Other Stock Based Awards [Member] | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Number of shares to be repurchased | 2,106,729 | 2,359,536 | |||||
Repurchase price per share | $ 0.029 | $ 0.029 | |||||
Shares Available Granted | 3,370,766 | ||||||
Early exercised stock option liabilities | $ 0.1 | ||||||
2016 Stock Option and Grant Plan [Member] | Incentive Stock Options [Member] | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Contractual term of options | 10 years | ||||||
Award cliff off period | 1 year | ||||||
Share-based compensation arrangement award vesting period | 6 years | ||||||
2016 Stock Option and Grant Plan [Member] | Share-based Payment Arrangement, Nonemployee [Member] | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Options canceled and forfeited | 8,422,017 | ||||||
2016 Stock Option and Grant Plan [Member] | Grantee Owns Ten Percent of Voting Rights [Member] | Incentive Stock Options [Member] | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Contractual term of options | 5 years | ||||||
Percentage of shareholding by grantee | 10.00% | ||||||
Purchase price of common stock expressed as a percentage of its fair value | 110.00% | ||||||
Percentage of stockholders to exercise price of option granted | 10.00% | ||||||
Former Parent Plan [Member] | Share-based Payment Arrangement [Member] | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Number of shares to be repurchased | 343,604 | 2,104,350 | |||||
Repurchase price per share | $ 0.006 | $ 0.006 | |||||
Former Parent Plan [Member] | Unvested Former Parent Rsu [Member] | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Number of shares to be repurchased | 0 | 0 | |||||
2021 Equity Incentive Plan [Member] | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Shares, available for grant | 66,535,304 | ||||||
Percentage Of Share Outstanding | (4.00%) | ||||||
2021 Employee Stock Purchase Plan [Member] | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Purchase price of common stock expressed as a percentage of its fair value | 85.00% | ||||||
Shares, available for grant | 6,653,530 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Description | a number of shares of common stock equal to half percent (0.5%) of the total number of shares of all classes of common stock of the Company on the last day of the immediately preceding fiscal yea |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation expense | $ 7,619 | $ 1,974 | $ 19,418 | $ 4,639 |
Research And Development Expense [Member] | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation expense | 6,103 | 1,704 | 14,041 | 4,054 |
Selling, General and Administrative Expenses [Member] | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation expense | $ 1,516 | $ 270 | $ 5,377 | $ 585 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
SummerBio [Member] | |||||
Related Party Transaction [Line Items] | |||||
Expenses and related payments | $ 400 | $ 0 | $ 900 | $ 0 | |
Due to related party | 0 | 0 | $ 100 | ||
Office Space And Certain Utilities And Maintenance Services [Member] | |||||
Related Party Transaction [Line Items] | |||||
Expenses and related payments | 300 | $ 400 | 1,000 | $ 1,200 | |
Due to related party | $ 100 | $ 100 | $ 200 |
Net Loss Per Share Attributab_3
Net Loss Per Share Attributable to Common Stockholders - Schedule of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Numerator: | ||||
Net loss attributable to common stockholders | $ (78,858) | $ (28,028) | $ (185,369) | $ (80,265) |
Denominator: | ||||
Weighted-average shares outstanding | 385,560,732 | 104,760,660 | 203,536,351 | 102,103,326 |
Net loss per share attributable to common stockholders, basic and diluted | $ (0.20) | $ (0.27) | $ (0.91) | $ (0.79) |
Net Loss Per Share Attributab_4
Net Loss Per Share Attributable to Common Stockholders - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 78,451,757 | 358,646,690 |
Redeemable Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 332,764,215 | |
Common Stock Warrants [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 28,783,333 | 758,515 |
Unvested Restricted Stock Awards [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 596,366 | 547,101 |
Unvested Restricted Stock Units [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 10,154,074 | |
Options to Purchase Common Stock [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 21,787,984 | 24,576,859 |
Earnout Shares [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 17,130,000 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - shares | Oct. 25, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Subsequent Event [Line Items] | |||
Common Stock Shares Issued | 604,335,426 | 122,058,940 | |
Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Subsequent event, date | Oct. 25, 2021 | ||
Subsequent Event [Member] | Joby Holdings [Member] | |||
Subsequent Event [Line Items] | |||
Cancellation and retirement of Common Stock | 98,802,553 | ||
Common Stock Shares Issued | 98,357,200 |