Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 09, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-39524 | |
Entity Registrant Name | Joby Aviation, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 98-1548118 | |
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 Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 607,568,358 | |
Entity Central Index Key | 0001819848 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Common Stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Common Stock, par value $0.0001 | |
Trading Symbol | JOBY | |
Security Exchange Name | NYSE | |
Common stock warrants | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants to purchase common stock | |
Trading Symbol | JOBY WS | |
Security Exchange Name | NYSE |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 311,089 | $ 955,563 |
Short-term investments | 840,378 | 343,248 |
Total cash, cash equivalents and short-term investments | 1,151,467 | 1,298,811 |
Restricted cash | 3,204 | 0 |
Other receivables | 4,240 | 2,315 |
Prepaid expenses and other current assets | 18,653 | 17,416 |
Total current assets | 1,177,564 | 1,318,542 |
Property and equipment, net | 61,042 | 53,155 |
Restricted cash | 762 | 762 |
Equity method investment | 20,144 | 20,306 |
Intangible assets | 15,896 | 14,512 |
Goodwill | 13,717 | 10,757 |
Other non-current assets | 67,220 | 70,321 |
Total assets | 1,356,345 | 1,488,355 |
Current liabilities | ||
Accounts payable | 1,908 | 3,637 |
Accrued and other current liabilities | 28,102 | 10,211 |
Total current liabilities | 30,010 | 13,848 |
Stock repurchase liability | 524 | 711 |
Warrant liability | 31,230 | 44,902 |
Earnout Shares Liability | 64,005 | 109,844 |
Other non-current liabilities | 1,914 | 2,291 |
Total liabilities | 127,683 | 171,596 |
Commitments and contingencies (Note 7) | ||
Stockholders’ equity: | ||
Preferred stock: $0.0001 par value - 100,000,000 shares authorized at June 30, 2022 and December 31, 2021. No shares issued and outstanding at June 30, 2022 and December 31, 2021. | 0 | 0 |
Common stock: $0.0001 par value - 1,400,000,000 and 1,400,000,000 shares authorized, 607,188,444 and 604,174,329 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively. | 60 | 60 |
Additional paid-in capital | 1,822,235 | 1,793,431 |
Accumulated deficit | (588,503) | (476,610) |
Accumulated other comprehensive loss | (5,130) | (122) |
Total stockholders’ equity | 1,228,662 | 1,316,759 |
Total liabilities and stockholders’ equity | $ 1,356,345 | $ 1,488,355 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred stock , par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock shares authorized (in shares) | 100,000,000 | 100,000,000 |
Preferred stock shares outstanding (in shares) | 0 | 0 |
Preferred stock, shares Issued (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 1,400,000,000 | 1,400,000,000 |
Common stock, shares, issued (in shares) | 607,188,444 | 604,174,329 |
Common stock, shares outstanding (in shares) | 607,188,444 | 604,174,329 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Operating expenses: | ||||
Research and development (including related party purchases of $583 and $464 for the three months ended June 30, 2022 and 2021, respectively, $1,227 and $976 for the six months ended June 30, 2022 and 2021, respectively. | $ 74,205 | $ 54,034 | $ 146,276 | $ 88,218 |
Selling, general and administrative (including related party purchases of $128 and $131 for the three months ended June 30, 2022 and 2021, respectively, $289 and 236 for the six months ended June 30, 2022 and 2021, respectively) | 25,177 | 14,336 | 47,449 | 25,980 |
Total operating expenses | 99,382 | 68,370 | 193,725 | 114,198 |
Loss from operations | (99,382) | (68,370) | (193,725) | (114,198) |
Interest and other income, net | 2,583 | 229 | 3,371 | 709 |
Interest expense | (29) | (1,041) | (60) | (1,904) |
Income from equity method investment | 4,581 | 4,181 | 19,039 | 8,891 |
Gain from change in fair value of warrants and earnout shares | 42,698 | 0 | 59,512 | 0 |
Total other income, net | 49,833 | 3,369 | 81,862 | 7,696 |
Loss before income taxes | (49,549) | (65,001) | (111,863) | (106,502) |
Income tax expense | 25 | 5 | 30 | 9 |
Net loss | $ (49,574) | $ (65,006) | $ (111,893) | $ (106,511) |
Earnings per share, basic (in dollars per share) | $ (0.09) | $ (0.58) | $ (0.19) | $ (0.96) |
Earnings per share, diluted (in dollars per share) | $ (0.09) | $ (0.58) | $ (0.19) | $ (0.96) |
Weighted average number of shares outstanding, basic (in shares) | 581,265,924 | 111,898,795 | 580,184,274 | 111,458,101 |
Weighted average number of shares outstanding, diluted (in shares) | 581,265,924 | 111,898,795 | 580,184,274 | 111,458,101 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Statement [Abstract] | ||||
Research and development, related party purchases | $ 583 | $ 464 | $ 1,227 | $ 976 |
Selling, general and administrative, related party purchases | $ 128 | $ 131 | $ 289 | $ 236 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (49,574) | $ (65,006) | $ (111,893) | $ (106,511) |
Other comprehensive (loss) gain: | ||||
Unrealized loss on available-for-sale securities | (2,290) | (23) | (4,886) | (323) |
Foreign currency translation gain (loss) | (160) | 53 | (122) | 52 |
Total other comprehensive loss | (2,450) | 30 | (5,008) | (271) |
Comprehensive loss | $ (52,024) | $ (64,976) | $ (116,901) | $ (106,782) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Common Stock | Preferred Stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) |
Preferred stock, beginning balance (in shares) at Dec. 31, 2020 | 332,764,215 | |||||
Beginning balance at Dec. 31, 2020 | $ (283,168) | $ 12 | $ 768,312 | $ 12,579 | $ (296,286) | $ 527 |
Common stock, beginning balance (in shares) at Dec. 31, 2020 | 122,058,940 | |||||
Net loss | (41,505) | (41,505) | ||||
Issuance of redeemable convertible preferred stock (in shares) | 8,924,010 | |||||
Issuance of redeemable convertible preferred stock | $ 77,619 | |||||
Stock-based compensation | 4,808 | 4,808 | ||||
Other non-cash compensation expense | 1,741 | 1,741 | ||||
Issuance of common stock upon exercise of stock options | 303 | 303 | ||||
Issuance of common stock upon exercise of stock options (in shares) | 746,830 | |||||
Vesting of early exercised stock options | 75 | 75 | ||||
Other comprehensive loss | (309) | (309) | ||||
Common stock, ending balance (in shares) at Mar. 31, 2021 | 122,805,770 | |||||
Ending balance at Mar. 31, 2021 | (318,055) | $ 12 | $ 845,931 | 19,506 | (337,791) | 218 |
Preferred stock, ending balance (in shares) at Mar. 31, 2021 | 341,688,225 | |||||
Preferred stock, beginning balance (in shares) at Dec. 31, 2020 | 332,764,215 | |||||
Beginning balance at Dec. 31, 2020 | (283,168) | $ 12 | $ 768,312 | 12,579 | (296,286) | 527 |
Common stock, beginning balance (in shares) at Dec. 31, 2020 | 122,058,940 | |||||
Net loss | (106,511) | |||||
Common stock, ending balance (in shares) at Jun. 30, 2021 | 123,398,718 | |||||
Ending balance at Jun. 30, 2021 | (373,696) | $ 12 | $ 845,931 | 28,833 | (402,797) | 256 |
Preferred stock, ending balance (in shares) at Jun. 30, 2021 | 344,365,425 | |||||
Preferred stock, beginning balance (in shares) at Mar. 31, 2021 | 341,688,225 | |||||
Beginning balance at Mar. 31, 2021 | (318,055) | $ 12 | $ 845,931 | 19,506 | (337,791) | 218 |
Common stock, beginning balance (in shares) at Mar. 31, 2021 | 122,805,770 | |||||
Net loss | (65,006) | (65,006) | ||||
Issuance of redeemable convertible preferred stock (in shares) | 2,677,200 | |||||
Stock-based compensation | 6,992 | 6,992 | ||||
Other non-cash compensation expense | 2,006 | 2,006 | ||||
Issuance of common stock upon exercise of stock options | 217 | 217 | ||||
Issuance of common stock upon exercise of stock options (in shares) | 592,948 | |||||
Vesting of early exercised stock options | 112 | 112 | ||||
Other comprehensive loss | 38 | 38 | ||||
Common stock, ending balance (in shares) at Jun. 30, 2021 | 123,398,718 | |||||
Ending balance at Jun. 30, 2021 | $ (373,696) | $ 12 | $ 845,931 | 28,833 | (402,797) | 256 |
Preferred stock, ending balance (in shares) at Jun. 30, 2021 | 344,365,425 | |||||
Preferred stock, beginning balance (in shares) at Dec. 31, 2021 | 0 | 0 | ||||
Beginning balance at Dec. 31, 2021 | $ 1,316,759 | $ 60 | $ 0 | 1,793,431 | (476,610) | (122) |
Common stock, beginning balance (in shares) at Dec. 31, 2021 | 604,174,329 | 604,174,329 | ||||
Net loss | $ (62,319) | (62,319) | ||||
Stock-based compensation | 12,088 | 12,088 | ||||
Issuance of common stock upon exercise of stock options | 428 | 428 | ||||
Issuance of common stock upon exercise of stock options (in shares) | 823,524 | |||||
Issuance of common stock upon release of restricted stock units (in shares) | 851,557 | |||||
Vesting of early exercised stock options | 121 | 121 | ||||
Stock withheld related to net share settlement (in shares) | (13,041) | |||||
Shares withheld related to net share settlement | (85) | (85) | ||||
Other comprehensive loss | (2,558) | (2,558) | ||||
Common stock, ending balance (in shares) at Mar. 31, 2022 | 605,836,369 | |||||
Ending balance at Mar. 31, 2022 | $ 1,264,434 | $ 60 | $ 0 | 1,805,983 | (538,929) | (2,680) |
Preferred stock, ending balance (in shares) at Mar. 31, 2022 | 0 | |||||
Preferred stock, beginning balance (in shares) at Dec. 31, 2021 | 0 | 0 | ||||
Beginning balance at Dec. 31, 2021 | $ 1,316,759 | $ 60 | $ 0 | 1,793,431 | (476,610) | (122) |
Common stock, beginning balance (in shares) at Dec. 31, 2021 | 604,174,329 | 604,174,329 | ||||
Net loss | $ (111,893) | |||||
Common stock, ending balance (in shares) at Jun. 30, 2022 | 607,188,444 | 607,188,444 | ||||
Ending balance at Jun. 30, 2022 | $ 1,228,662 | $ 60 | $ 0 | 1,822,235 | (588,503) | (5,130) |
Preferred stock, ending balance (in shares) at Jun. 30, 2022 | 0 | 0 | ||||
Preferred stock, beginning balance (in shares) at Mar. 31, 2022 | 0 | |||||
Beginning balance at Mar. 31, 2022 | $ 1,264,434 | $ 60 | $ 0 | 1,805,983 | (538,929) | (2,680) |
Common stock, beginning balance (in shares) at Mar. 31, 2022 | 605,836,369 | |||||
Net loss | (49,574) | (49,574) | ||||
Stock-based compensation | 15,869 | 15,869 | ||||
Issuance of common stock upon exercise of stock options | 318 | 318 | ||||
Issuance of common stock upon exercise of stock options (in shares) | 559,552 | |||||
Issuance of common stock upon release of restricted stock units (in shares) | 792,523 | |||||
Vesting of early exercised stock options | 65 | 65 | ||||
Other comprehensive loss | $ (2,450) | (2,450) | ||||
Common stock, ending balance (in shares) at Jun. 30, 2022 | 607,188,444 | 607,188,444 | ||||
Ending balance at Jun. 30, 2022 | $ 1,228,662 | $ 60 | $ 0 | $ 1,822,235 | $ (588,503) | $ (5,130) |
Preferred stock, ending balance (in shares) at Jun. 30, 2022 | 0 | 0 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Cash flows from operating activities | ||
Net loss | $ (111,893) | $ (106,511) |
Reconciliation of net loss to net cash used in operating activities: | ||
Depreciation and amortization expense | 11,073 | 7,295 |
Non-cash interest expense and amortization of debt costs | 0 | 1,789 |
Stock-based compensation expense | 38,862 | 11,800 |
Write-off of in-process research and development project | 0 | 5,030 |
Other non-cash compensation expense | 0 | 3,747 |
Gain from change in the fair value of warrants and earnout shares | (59,512) | 0 |
Income from equity method investment | (19,039) | (2,107) |
Net accretion and amortization of investments in marketable debt securities | 86 | 2,530 |
Changes in operating assets and liabilities | ||
Other receivables and prepaid expenses and other current assets | 512 | (2,734) |
Other non-current assets | 22,336 | (124) |
Accounts payable and accrued and other liabilities | 3,064 | 1,752 |
Net cash used in operating activities | (114,511) | (77,533) |
Cash flows from investing activities | ||
Purchase of marketable securities | (867,257) | (289,092) |
Proceeds from sales of marketable securities | 45,227 | 40,227 |
Proceeds from maturities of marketable securities | 319,928 | 239,415 |
Purchases of property and equipment | (19,032) | (14,509) |
Acquisition, net of cash | (5,707) | (4,981) |
Net cash used in investing activities | (526,841) | (28,940) |
Cash flows from financing activities | ||
Taxes paid related to net share settlement of equity awards | (85) | 0 |
Proceeds from issuance of convertible notes | 0 | 74,972 |
Proceeds from the exercise of stock options and warrants issuance | 744 | 672 |
Repayments of tenant improvement loan and capital lease obligation | (577) | (554) |
Payments for deferred offering costs | 0 | (1,621) |
Net cash provided by financing activities | 82 | 73,469 |
Net change in cash, cash equivalents and restricted cash | (641,270) | (33,004) |
Cash, cash equivalents and restricted cash, at the beginning of the period | 956,325 | 78,030 |
Cash, cash equivalents and restricted cash, at the end of the period | 315,055 | 45,026 |
Reconciliation of cash, cash equivalents and restricted cash to condensed consolidated balance sheets | ||
Cash and cash equivalents | 311,089 | 44,264 |
Restricted cash | 3,966 | 762 |
Cash, cash equivalents and restricted cash | 315,055 | 45,026 |
Non-cash investing and financing activities | ||
Unpaid property and equipment purchases | 236 | 1,011 |
Uber acquisition in exchange for Series C redeemable convertible preferred stock | 0 | 77,619 |
Property and equipment purchased through capital leases | $ 252 | $ 926 |
Company and Nature of Business
Company and Nature of Business | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Company and Nature of Business | Company and Nature of Business Description of Business Joby Aviation, Inc. (“Joby Aviation” or the “Company”) is a vertically integrated air mobility company that is building a clean, quiet, fully-electric vertical takeoff and landing (“eVTOL”) aircraft to be used by the Company to deliver air transportation as a service. The Company is headquartered in Santa Cruz, California. Merger with RTP 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. In connection with the execution of the Merger Agreement, 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, shares of Common Stock (“PIPE Shares”), in a private placement (“PIPE Financing”). The PIPE Financing closed substantially concurrently with the consummation of the Merger. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation The condensed consolidated financial statements are unaudited and 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 June 30, 2022 and December 31, 2021 and results of operations for the three and six months ended June 30, 2022 and 2021 and cash flows for the six months ended June 30, 2022. 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. There have been no changes to the Company’s significant accounting policies described in Note 2 “Summary of Significant Accounting Policies” to the audited Consolidated Financial Statements in the Company’s annual report on Form 10-K for the year ended December 31, 2021, that have had a material impact on the condensed consolidated financial statements and related notes. Certain information and footnote disclosures normally included in the Company’s annual audited Consolidated Financial Statements and accompanying notes have been condensed or omitted in these accompanying interim condensed consolidated financial statements and footnotes. Accordingly, the accompanying interim Condensed Consolidated Financial Statements included herein should be read in conjunction with the audited Consolidated Financial Statements and accompanying notes included in the Company’s annual report on Form 10-K for the year ended December 31, 2021. The results of operations presented in this quarterly report on Form 10-Q are not necessarily indicative of the results of operations to be expected for the year ending December 31, 2022, any other interim periods, or any future year or period. In the opinion of management, these unaudited Condensed Consolidated Financial Statements include all adjustments and accruals, consisting only of normal, recurring adjustments that are necessary for a fair statement of the results of all interim periods reported herein. Cash, Cash Equivalents, and Restricted Cash The Company considers all highly liquid investments with an original maturity of three months or less from the date of purchase to be cash and cash equivalents. The recorded carrying amount of cash and cash equivalents approximates their fair value. At June 30, 2022, restricted cash primarily related to (i) approximately $2.2 million of cash temporarily retained by the Company to satisfy the Company’s post-closing indemnification claims, if any, against the seller, in connection with the acquisition of aerospace software engineering company in May 2022 (Note 4), (ii) a letter of credit associated with key equipment purchases of approximately $1.0 million, and (iii) a lease obligation of approximately $0.8 million. At December 31, 2021, restricted cash primarily related to collateral on a lease obligation of approximately $0.8 million. 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 through its investment in SummerBio, LLC (“SummerBio”), a related party. The Company has determined that it is not the primary beneficiary of SummerBio. Therefore, it accounts for its investment in SummerBio under the equity method of accounting with an ownership interest of approximately 43.4% as of June 30, 2022 and December 31, 2021. In June 2022, SummerBio notified the Company of its decision to wind down testing operations and close the business. As a result, the Company recorded an impairment loss on the Company’s investment of $6.8 million which is included within the income from equity method investment line on the condensed consolidated statement of operations and on the condensed consolidated statement of cash flow. The Company recognized income of $4.6 million (net of impairment loss) and $4.2 million for the three months ended June 30, 2022 and 2021, respectively and income of $19.0 million (net of impairment loss) and $8.9 million for the six months ended June 30, 2022 and 2021, respectively, within income from equity method investment on the condensed consolidated statement of operations for its investment in SummerBio. Recently Adopted Accounting Pronouncements 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 Company adopted this pronouncement in the first quarter of 2022 and the impact of the provisions of this standard on its Condensed Consolidated Financial Statements was immaterial. New Accounting Pronouncements Not Yet Adopted 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. 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 right-of-use 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 is currently evaluating, but has not yet completed, the assessment of the quantitative impact that adopting these ASUs will have on its consolidated financial statements and assessing any changes to its processes and controls. The adoption of these ASUs will result in the recognition of right-of-use assets and the corresponding lease liabilities. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , 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 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 consolidated financial statements. In June, 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 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 1, Level 2 and Level 3 liabilities. The Company’s Public Warrants (as defined in Note 8) are classified as Level 1 because they are directly observable in the market. The Company classifies the Private Placement Warrants (as defined in Note 8) 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 Earnout Shares Liability (as defined in Note 8) within Level 3. The Earnout Shares Liability is measured at fair value on a recurring basis. Changes in fair value of Level 3 liabilities are recorded in other income, net, in the condensed consolidated statements of operations. The following tables set forth the fair value of the Company’s financial assets and liabilities measured on a recurring basis by level within the fair value hierarchy as of June 30, 2022 and December 31, 2021 (in thousands): June 30, 2022 Level 1 Level 2 Level 3 Total Assets measured at fair value Money market funds $ 291,003 $ — $ — $ 291,003 Cash equivalents 291,003 — — 291,003 Term deposits — 40,301 — 40,301 Asset backed securities — 38,352 — 38,352 Government debt securities — 344,485 — 344,485 Corporate debt securities — 417,240 — 417,240 Available-for-sale investments — 840,378 — 840,378 Total fair value of assets $ 291,003 $ 840,378 $ — $ 1,131,381 Liabilities measured at fair value Common stock warrant liabilities (Public) $ 18,716 $ — $ — $ 18,716 Common stock warrant liabilities (Private Placement) — 12,514 — 12,514 Earnout Shares Liability — — 64,005 64,005 Total fair value of liabilities $ 18,716 $ 12,514 $ 64,005 $ 95,235 December 31, 2021 Level 1 Level 2 Level 3 Total Assets measured at fair value Money market funds $ 929,842 $ — $ — $ 929,842 Cash equivalents 929,842 — — 929,842 Term deposits — 40,069 — 40,069 Asset backed securities — 69,496 — 69,496 Government debt securities — 47,308 — 47,308 Corporate debt securities — 186,376 — 186,376 Available-for-sale investments — 343,249 — 343,249 Total fair value of assets $ 929,842 $ 343,249 $ — $ 1,273,091 Liabilities measured at fair value Common stock warrant liabilities (Public) $ 26,910 $ — $ — $ 26,910 Common stock warrant liabilities (Private Placement) — 17,992 — 17,992 Earnout Shares Liability — — 109,844 109,844 Total fair value of liabilities $ 26,910 $ 17,992 $ 109,844 $ 154,746 The following is a summary of the Company’s available-for-sale securities (in thousands): June 30, 2022 Adjusted Unrealized Unrealized Losses Recorded Assets measured at fair value Term deposits $ 40,301 $ — $ — $ 40,301 Asset backed securities 38,653 8 (309) 38,352 Government debt securities 346,460 — (1,975) 344,485 Corporate debt securities 420,077 — (2,837) 417,240 Total $ 845,491 $ 8 $ (5,121) $ 840,378 December 31, 2021 Adjusted Unrealized Unrealized Losses Recorded Assets measured at fair value Term deposits $ 40,069 $ — $ — $ 40,069 Asset backed securities 69,579 — (83) 69,496 Government debt securities 47,355 — (47) 47,308 Corporate debt securities 186,471 — (95) 186,376 Total $ 343,474 $ — $ (225) $ 343,249 There were no transfers between Level 1, Level 2 or Level 3 financial instruments in the six months ended June 30, 2022 and 2021. 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): Earnout Shares Liability Fair value as of January 1, 2022 $ 109,844 Change in fair value (45,839) Fair value as of June 30, 2022 $ 64,005 |
Acquisitions
Acquisitions | 6 Months Ended |
Jun. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | Acquisitions 2021 Acquisitions 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. In connection with the acquisition, the Company issued Uber a Convertible Promissory Note (“Uber CPN”) and entered into a collaboration agreement (the “Uber Agreement”). The purchase price allocation for Uber Elevate is as follows (in thousands): Automation platform software technology $ 7,200 Multimodal software technology 4,900 Simulation software technology 4,600 Total acquired finite-lived intangible assets 16,700 Goodwill 10,757 Property and equipment 630 Deferred tax asset 6,129 Total purchase consideration $ 34,216 On April 6, 2021, the Company completed the acquisition of an entity engaged in the development of transportation technology with application in the aviation sector, whereby it acquired all the outstanding shares of the entity in exchange for a purchase consideration of $5.0 million in cash. 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 was allocated to $5.0 million of the acquired in-process research and development (“IPR&D”) assets, $0.1 million of the acquired current liabilities and $0.1 million of acquired current assets. In relation to the acquisition, the Company issued 2,677,200 restricted shares of Legacy Joby Series C Preferred Stock with the aggregate acquisition date value of $23.9 million. The Series C Preferred Stock was 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, and then into the restricted shares of the Company’s common stock at the time of the Merger. The restricted shares vest contingent upon each employee’s continued employment with the Company or its subsidiaries, and are recognized as stock-based compensation expense over the restricted shares vesting terms. On December 21, 2021, the Company completed the acquisition of an entity engaged in the development of radar systems technology with application in the aviation and other sectors, whereby it acquired all the outstanding shares of the entity in exchange for a total consideration consisting of (i) $2.8 million in cash, and (ii) 340,000 restricted stock units representing the right to receive an equivalent number of shares of the Company’s common stock upon vesting ("RSUs") with the aggregate acquisition date value of $2.4 million. The acquisition was accounted for as a business combination as the assets acquired and liabilities assumed constituted a business in accordance with ASC 805 Business Combinations . The purchase consideration of $2.8 million was allocated to $1.7 million of the acquired intangible assets, primarily developed technology, $1.2 million of the acquired current assets, primarily cash and account receivables, and $0.1 million of the acquired current liabilities. 2022 Acquisitions On March 9, 2022, the Company completed the acquisition of an aerospace composite manufacturing company, whereby it acquired all the purchased assets and assumed selected liabilities in exchange for a total consideration consisting of (i) $1.5 million in cash, and (ii) RSUs with the aggregate acquisition date value of $0.1 million. The acquisition was accounted for as a business combination as the assets acquired and liabilities assumed constituted a business in accordance with ASC 805 Business Combinations . The purchase consideration of $1.5 million was allocated to the following: a $1.1 million in favorable lease assets, $0.4 million of acquired machinery and equipment, $0.1 million of acquired current assets, and $0.1 million of acquired current liabilities. On May 17, 2022, the Company completed the acquisition of an aerospace software engineering company that specializes in full-lifecycle software and firmware development and verification to aviation regulatory standards, in exchange for total cash consideration of $7.2 million. The acquisition was accounted for as a business combination as the assets acquired and liabilities assumed constituted a business in accordance with ASC 805 Business Combinations . Part of the cash consideration in an amount of $2.2 million was temporarily retained by the Company to satisfy the Company’s post-closing indemnification claims, if any, against the seller. This retained amount is payable to the seller, net of indemnification claims, at the one-year anniversary of the acquisition. As of June 30, 2022, this retained amount of $2.2 million is presented as restricted cash on the Company’s condensed consolidated balance sheet, with a related corresponding amount in accrued and other liabilities, reflecting obligations to the seller. In relation to the acquisition, the Company issued 790,592 RSUs with an aggregate acquisition date value of approximately $4.5 million. The Company also paid $0.5 million to the employees of the acquired company, and settled accounts payable to the acquired company of $0.2 million. The RSUs vest contingent upon each employee’s continued employment with the Company or its subsidiaries, and are recognized as stock-based compensation expense over the RSUs’ vesting terms, commencing on the acquisition date. The purchase consideration of $7.2 million was, preliminarily, allocated to $2.9 million of goodwill, primarily resulting from the combined workforce and expected increased regulatory efficiencies, $2.7 million of total intangible assets comprising of $2.6 million of acquired customer relationships intangible asset and $0.1 million of acquired developed technology intangible asset, $1.7 million of acquired current assets, primarily cash and accounts receivable, $0.3 million of acquired fixed assets, and $0.4 million of acquired current liabilities. Amounts recognized as of the acquisition date are provisional and subject to change within the measurement period as the Company’s fair value assessments are finalized. |
Balance Sheet Components
Balance Sheet Components | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Balance Sheet Components | Balance Sheet Components Property and Equipment, Net Property and equipment, net consists of the following (in thousands): June 30, December 31, Equipment $ 54,070 $ 45,501 Computer software 9,452 8,410 Leasehold improvements 11,135 9,364 Molds and tooling 9,342 8,052 Vehicles and aircraft 1,582 1,198 Buildings 4,464 — Furniture and fixtures 358 319 Construction in-progress 4,214 6,394 Gross property and equipment 94,617 79,238 Accumulated depreciation and amortization (33,575) (26,083) Property and equipment, net $ 61,042 $ 53,155 Depreciation and amortization expense of property and equipment for the three and six months ended June 30, 2022 was $4.5 million and $8.6 million, respectively and $3.0 million and $5.4 million for the three and six months ended June 30, 2021, respectively. Vehicles and aircraft includes utility automobiles used at the Company’s various facilities and purchased aircraft to support the Company’s air operations and training. Intangible Assets, Net The intangible assets consist of the following (in thousands): June 30, December 31, Automation platform software $ 7,200 $ 7,200 Multimodal software technology 4,900 4,900 System simulation software technology 4,600 4,600 Other intangibles 5,509 1,655 Gross intangible assets 22,209 18,355 Accumulated amortization (6,313) (3,843) Intangible assets, net $ 15,896 $ 14,512 Amortization expense related to intangible assets for the three and six months ended June 30, 2022 was $1.4 million and $2.5 million, respectively and $1.0 million and $1.9 million for the three and six months ended June 30, 2021, respectively. As of June 30, 2022 the weighted-average amortization period of intangible assets was 2.92 years. The following table presents the estimated future amortization expense of acquired amortizable intangible assets as of June 30, 2022 (in thousands): Fiscal Year Amount 2022 (remainder) 3,129 2023 6,197 2024 4,404 2025 2,166 $ 15,896 Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of the following (in thousands): June 30, December 31, Prepaid equipment $ 5,297 $ 2,923 Prepaid software 3,770 4,494 Prepaid taxes 2,076 1,332 Prepaid insurance 6,430 8,031 Other 1,080 636 Total $ 18,653 $ 17,416 Other non-current assets Other non-current assets consist of the following (in thousands): June 30, December 31, Contractual agreement asset $ 59,611 $ 59,611 Long term prepaid insurance 6,591 10,511 Other non-current assets 1,018 199 Total $ 67,220 $ 70,321 Accrued and other current liabilities Accrued and other current liabilities consist of the following (in thousands): June 30, December 31, 2022 Bonus Plan accrual (Note 9) $ 10,905 — Vendor related accruals $ 8,299 $ 4,220 Payroll accruals $ 3,633 $ 4,026 Acquisition-related obligation accrual $ 2,167 — Other accruals and current liabilities $ 3,098 $ 1,965 Total $ 28,102 $ 10,211 |
Leases
Leases | 6 Months Ended |
Jun. 30, 2022 | |
Leases [Abstract] | |
Leases | 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 six months ended June 30, 2022 was $1.4 million and $2.8 million, respectively and $1.3 million and $2.6 million for the three and six months ended June 30, 2021, respectively. Aggregate future minimum lease payments required under the operating leases at June 30, 2022 are as follows (in thousands): As of June 30, 2022 Amount 2022 (remaining six months) 2,938 2023 4,632 2024 3,705 2025 791 2026 729 2027 and thereafter 3,174 Total minimum future lease payments, operating leases $ 15,969 Capital Leases The Company purchased equipment with total gross book value of $4.5 million under capital lease agreements, of which $0.3 million and $0.9 million was purchased during the six months ended June 30, 2022 and during the year ended December 31, 2021, respectively. Interest rates for the capital leases have ranged from 3.95% to 15.0% per annum. Accumulated depreciation for equipment acquired under the capital leases was $1.4 million and $1.1 million as of June 30, 2022 and December 31, 2021, respectively. Aggregate future minimum principal lease payments under the capital leases at June 30, 2022 are as follows (in thousands): As of June 30, 2022 Amount 2022 (remaining six months) 365 2023 294 2024 231 2025 159 2026 150 2027 and thereafter 50 Total payments 1,249 Less current portion (583) Noncurrent portion $ 666 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 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 condensed consolidated results of operations in a given period. As of June 30, 2022, and December 31, 2021, 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. |
Stock Warrants and Earnout Shar
Stock Warrants and Earnout Shares | 6 Months Ended |
Jun. 30, 2022 | |
Warrants and Rights Note Disclosure [Abstract] | |
Stock Warrants and Earnout Shares | Stock Warrants and Earnout Shares Private Placement and Public Warrants 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, Sponsor and RTP (“Sponsor Agreement”). During the three months ended June 30, 2022, no Common Stock Warrants were exercised. The Private Placement Warrants were initially recognized as a liability on August 10, 2021, at a fair value of $21.9 million. For the three and six months ended June 30, 2022, the Private Placement Warrant liability was remeasured to fair value as of June 30, 2022, resulting in a gain of $6.5 million and $5.5 million , respectively, which is included within the gain from change in the fair value of warrants and earnout shares in the condensed consolidated statements of operations. The Public Warrants were initially recognized as a liability on August 10, 2021 at a fair value of $32.8 million. For the three and six months ended June 30, 2022, the public warrant liability was remeasured to fair value based upon the market price as of June 30, 2022, resulting in a gain of $9.7 million and $8.2 million, respectively, classified within the gain from change in the fair value of warrants and earnout shares in the condensed consolidated statements of operations. 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. In accordance with ASC 815 Derivatives and Hedging , 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. Under the vesting schedule, 20% of the Earnout Shares vest in tranches when the volume-weighted average price of the Company’s 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 ten years following the consummation of the Merger (the “Earnout Period”), any Earnout Shares which have not yet vested are forfeited. No Earnout Shares vested as of June 30, 2022. 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. During the three and six months ended June 30, 2022, the Company recognized a gain related to the change in the fair value of the Earnout Shares Liability of $26.4 million and $45.8 million, respectively, included within the gain from change in fair value of warrants and earnout shares in the condensed consolidated statement of operations. Assumptions used in the valuation are as follows: June 30, 2022 December 31, 2021 Expected volatility 63.90 % 72.10 % Risk-free interest rate 3.00 % 1.51 % Dividend rate 0.00 % 0.00 % Expected term (years) 9.11 9.61 |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-based Compensation | Stock-based Compensation 2016 and 2021 Stock 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. On August 10, 2021, the Company’s Board of Directors amended the 2016 Plan to provide that no new awards could be granted under the 2016 Plan. On August 10, 2021, the Company adopted the 2021 Equity Incentive Plan (“2021 Plan”). 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. 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. On January 1, 2022, the number of shares available for issuance under 2021 plan increased by 24,167,201 shares. On August 10, 2021, the Company adopted the 2021 Employee Stock Purchase Plan (“2021 ESPP”). 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. 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 year, or (ii) such number of shares determined by the Company’s Board of Directors. On January 1, 2022, the number of shares available for issuance under 2021 ESPP increased by 3,020,900 shares. As of June 30, 2022, the Company has not yet implemented the 2021 ESPP and no shares have been issued under the 2021 ESPP. Restricted Stock Units The summary of RSU activity is as follows (in thousands, except per share data): Number of Units Weighted-Average Grant Date Fair Value Per Share Aggregate Intrinsic Value (in thousands) Balances—December 31, 2021 10,032,871 $ 8.60 $ 73,240 Granted 15,936,403 $ 5.60 Vested (1,632,019) $ 8.02 Forfeited (856,394) $ 7.54 Balances—June 30, 2022 23,480,861 $ 6.64 $ 115,291 On December 16, 2021, the Company’s Board of Directors approved a performance-based bonus program under which RSUs will be awarded in connection with the achievement of specified goals to be achieved in 2022 ("2022 Bonus Plan"). The RSU awards will be granted when the achievement of each goal is approved by the Company’s Board of Directors or Compensation Committee, and the RSUs will vest on January 1, 2023 provided the employee or consultant continues to be a service provider on that date. The target bonus opportunity is equal to 30% of the employee’s base salary as of the applicable grant date unless otherwise established by the Company’s Compensation Committee, with stretch bonus goals that are one-third higher than the target amounts. The Company recorded stock-based compensation expense of $7.5 million and $14.8 million during the three and six months ended June 30, 2022, respectively, in relation to 2022 Bonus Plan. The Company will consider the probability of achieving of each of the performance goals at the end of each reporting period and will recognize expense over the requisite period when achievement of the goal is determined to be probable, and will adjust the expense if the probability of achieving the goal later changes. In accordance with ASC 718 Compensation - Stock Compensation , awards under 2022 Bonus Plan are classified as a liability until such time that the respective milestones have been met, at which point the liability is reclassified to equity. If it is determined that the milestone cannot be met, the liability will be reversed. Shares subject to repurchase The Company allows certain option holders to exercise unvested options to purchase shares of common stock. Common shares 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 lapses as the shares vest. These awards are typically subject to a vesting period of six years. As of June 30, 2022 and December 31, 2021, 5,381,017 and 6,918,483 shares, respectively, were subject to repurchase at a weighted average price of $0.10 per share and $0.10 per share, respectively, and $0.5 million and $0.7 million, respectively, was recorded within the stock repurchase liability in early exercised stock option liabilities on the Company’s condensed consolidated balance sheets. In addition, upon completion of the Reverse Recapitalization 2,677,200 Series C Preferred shares which were subject to time-based vesting conditions were converted to restricted common shares. As of June 30, 2022, the number of such shares that were subject to repurchase was 2,231,000. 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 June 30, Six Months Ended June 30, 2022 2021 2022 2021 Research and development expenses $ 13,387 $ 4,820 $ 28,110 $ 7,939 Selling, general and administrative expenses 6,046 2,172 10,752 3,861 Total stock-based compensation expense $ 19,433 $ 6,992 $ 38,862 $ 11,800 |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions The Company’s Chief Executive Officer and founder has ownership interests in certain vendors providing services to the Company. The services purchased from these vendors include rent 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 $0.2 million and $0.4 million during the three and six months ended June 30, 2022, respectively and $0.4 million and $0.7 million during the three and six months ended June 30, 2021, respectively. The Company owed these vendors nil and $0.1 million as of June 30, 2022 and December 31, 2021, respectively. In addition, the Company entered into certain transactions with SummerBio. These transactions included purchases of COVID-19 testing services for the Company’s employees for a total amount of $0.5 million and $1.1 million during the three and six months ended June 30, 2022, respectively and $0.2 million and $0.6 million during the three and six months ended June 30, 2021, respectively. Total amount due to SummerBio was $0.2 million and $0.1 million at June 30, 2022 and December 31, 2021, respectively. |
Net Loss Per Share Attributable
Net Loss Per Share Attributable to Common Stockholders | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss per Share Attributable to Common Stockholders | 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 of common shares outstanding for the period. Because the Company reported a net loss for the three and six months ended June 30, 2022 and 2021, 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 Six Months Ended 2022 2021 2022 2021 Numerator: Net loss attributable to common stockholders $ (49,574) $ (65,006) $ (111,893) $ (106,511) Denominator: Weighted-average shares outstanding 581,265,924 111,898,795 580,184,274 111,458,101 Net loss per share attributable to common stockholders, basic and diluted $ (0.09) $ (0.58) $ (0.19) $ (0.96) 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: June 30, 2022 June 30, 2021 Common stock warrants 28,783,333 758,516 Unvested restricted stock units 23,480,861 10,255,455 Unvested early exercised common stock options 5,381,017 8,556,236 Options to purchase common stock and unvested restricted stock awards 21,626,741 25,916,254 Earnout Shares 17,130,000 — Redeemable convertible preferred stock — 344,365,425 Redeemable convertible preferred stock warrants — 68,650 Total 96,401,952 389,920,536 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events The Company evaluated subsequent events and transactions that occurred up to the date financial statements were issued. The Company did not identify any subsequent events or transactions that would have required adjustment or disclosure in the financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The condensed consolidated financial statements are unaudited and 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 June 30, 2022 and December 31, 2021 and results of operations for the three and six months ended June 30, 2022 and 2021 and cash flows for the six months ended June 30, 2022. 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. |
Cash, Cash Equivalents, and Restricted Cash | Cash, Cash Equivalents, and Restricted Cash The Company considers all highly liquid investments with an original maturity of three months or less from the date of purchase to be cash and cash equivalents. The recorded carrying amount of cash and cash equivalents approximates their fair value. |
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 through its investment in SummerBio, LLC (“SummerBio”), a related party. The Company has determined that it is not the primary beneficiary of SummerBio. Therefore, it accounts for its investment in SummerBio under the equity method of accounting |
Recently Adopted Accounting Pronouncements and New Accounting Pronouncements Not Yet Adopted | Recently Adopted Accounting Pronouncements 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 Company adopted this pronouncement in the first quarter of 2022 and the impact of the provisions of this standard on its Condensed Consolidated Financial Statements was immaterial. New Accounting Pronouncements Not Yet Adopted 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. 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 right-of-use 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 is currently evaluating, but has not yet completed, the assessment of the quantitative impact that adopting these ASUs will have on its consolidated financial statements and assessing any changes to its processes and controls. The adoption of these ASUs will result in the recognition of right-of-use assets and the corresponding lease liabilities. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , 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 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 consolidated financial statements. In June, 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting |
Fair Value Measurements | 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. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following tables set forth the fair value of the Company’s financial assets and liabilities measured on a recurring basis by level within the fair value hierarchy as of June 30, 2022 and December 31, 2021 (in thousands): June 30, 2022 Level 1 Level 2 Level 3 Total Assets measured at fair value Money market funds $ 291,003 $ — $ — $ 291,003 Cash equivalents 291,003 — — 291,003 Term deposits — 40,301 — 40,301 Asset backed securities — 38,352 — 38,352 Government debt securities — 344,485 — 344,485 Corporate debt securities — 417,240 — 417,240 Available-for-sale investments — 840,378 — 840,378 Total fair value of assets $ 291,003 $ 840,378 $ — $ 1,131,381 Liabilities measured at fair value Common stock warrant liabilities (Public) $ 18,716 $ — $ — $ 18,716 Common stock warrant liabilities (Private Placement) — 12,514 — 12,514 Earnout Shares Liability — — 64,005 64,005 Total fair value of liabilities $ 18,716 $ 12,514 $ 64,005 $ 95,235 December 31, 2021 Level 1 Level 2 Level 3 Total Assets measured at fair value Money market funds $ 929,842 $ — $ — $ 929,842 Cash equivalents 929,842 — — 929,842 Term deposits — 40,069 — 40,069 Asset backed securities — 69,496 — 69,496 Government debt securities — 47,308 — 47,308 Corporate debt securities — 186,376 — 186,376 Available-for-sale investments — 343,249 — 343,249 Total fair value of assets $ 929,842 $ 343,249 $ — $ 1,273,091 Liabilities measured at fair value Common stock warrant liabilities (Public) $ 26,910 $ — $ — $ 26,910 Common stock warrant liabilities (Private Placement) — 17,992 — 17,992 Earnout Shares Liability — — 109,844 109,844 Total fair value of liabilities $ 26,910 $ 17,992 $ 109,844 $ 154,746 |
Summary of Debt Securities, Available-for-sale | The following is a summary of the Company’s available-for-sale securities (in thousands): June 30, 2022 Adjusted Unrealized Unrealized Losses Recorded Assets measured at fair value Term deposits $ 40,301 $ — $ — $ 40,301 Asset backed securities 38,653 8 (309) 38,352 Government debt securities 346,460 — (1,975) 344,485 Corporate debt securities 420,077 — (2,837) 417,240 Total $ 845,491 $ 8 $ (5,121) $ 840,378 December 31, 2021 Adjusted Unrealized Unrealized Losses Recorded Assets measured at fair value Term deposits $ 40,069 $ — $ — $ 40,069 Asset backed securities 69,579 — (83) 69,496 Government debt securities 47,355 — (47) 47,308 Corporate debt securities 186,471 — (95) 186,376 Total $ 343,474 $ — $ (225) $ 343,249 |
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): Earnout Shares Liability Fair value as of January 1, 2022 $ 109,844 Change in fair value (45,839) Fair value as of June 30, 2022 $ 64,005 |
Acquisitions (Tables)
Acquisitions (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Recognized Identified Assets Assumed In Business Combination | The purchase price allocation for Uber Elevate is as follows (in thousands): Automation platform software technology $ 7,200 Multimodal software technology 4,900 Simulation software technology 4,600 Total acquired finite-lived intangible assets 16,700 Goodwill 10,757 Property and equipment 630 Deferred tax asset 6,129 Total purchase consideration $ 34,216 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of Property, Plant and Equipment | Property and equipment, net consists of the following (in thousands): June 30, December 31, Equipment $ 54,070 $ 45,501 Computer software 9,452 8,410 Leasehold improvements 11,135 9,364 Molds and tooling 9,342 8,052 Vehicles and aircraft 1,582 1,198 Buildings 4,464 — Furniture and fixtures 358 319 Construction in-progress 4,214 6,394 Gross property and equipment 94,617 79,238 Accumulated depreciation and amortization (33,575) (26,083) Property and equipment, net $ 61,042 $ 53,155 |
Schedule of Intangible Assets | The intangible assets consist of the following (in thousands): June 30, December 31, Automation platform software $ 7,200 $ 7,200 Multimodal software technology 4,900 4,900 System simulation software technology 4,600 4,600 Other intangibles 5,509 1,655 Gross intangible assets 22,209 18,355 Accumulated amortization (6,313) (3,843) Intangible assets, net $ 15,896 $ 14,512 |
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 June 30, 2022 (in thousands): Fiscal Year Amount 2022 (remainder) 3,129 2023 6,197 2024 4,404 2025 2,166 $ 15,896 |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consist of the following (in thousands): June 30, December 31, Prepaid equipment $ 5,297 $ 2,923 Prepaid software 3,770 4,494 Prepaid taxes 2,076 1,332 Prepaid insurance 6,430 8,031 Other 1,080 636 Total $ 18,653 $ 17,416 |
Schedule of Other Noncurrent Assets | Other non-current assets consist of the following (in thousands): June 30, December 31, Contractual agreement asset $ 59,611 $ 59,611 Long term prepaid insurance 6,591 10,511 Other non-current assets 1,018 199 Total $ 67,220 $ 70,321 |
Schedule of Accrued and Other Liabilities | Accrued and other current liabilities consist of the following (in thousands): June 30, December 31, 2022 Bonus Plan accrual (Note 9) $ 10,905 — Vendor related accruals $ 8,299 $ 4,220 Payroll accruals $ 3,633 $ 4,026 Acquisition-related obligation accrual $ 2,167 — Other accruals and current liabilities $ 3,098 $ 1,965 Total $ 28,102 $ 10,211 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Leases [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases | Aggregate future minimum lease payments required under the operating leases at June 30, 2022 are as follows (in thousands): As of June 30, 2022 Amount 2022 (remaining six months) 2,938 2023 4,632 2024 3,705 2025 791 2026 729 2027 and thereafter 3,174 Total minimum future lease payments, operating leases $ 15,969 |
Schedule of Future Minimum Lease Payments for Capital Leases | Aggregate future minimum principal lease payments under the capital leases at June 30, 2022 are as follows (in thousands): As of June 30, 2022 Amount 2022 (remaining six months) 365 2023 294 2024 231 2025 159 2026 150 2027 and thereafter 50 Total payments 1,249 Less current portion (583) Noncurrent portion $ 666 |
Stock Warrants and Earnout Sh_2
Stock Warrants and Earnout Shares (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
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: June 30, 2022 December 31, 2021 Expected volatility 63.90 % 72.10 % Risk-free interest rate 3.00 % 1.51 % Dividend rate 0.00 % 0.00 % Expected term (years) 9.11 9.61 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Nonvested Restricted Stock Units Activity | The summary of RSU activity is as follows (in thousands, except per share data): Number of Units Weighted-Average Grant Date Fair Value Per Share Aggregate Intrinsic Value (in thousands) Balances—December 31, 2021 10,032,871 $ 8.60 $ 73,240 Granted 15,936,403 $ 5.60 Vested (1,632,019) $ 8.02 Forfeited (856,394) $ 7.54 Balances—June 30, 2022 23,480,861 $ 6.64 $ 115,291 |
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 June 30, Six Months Ended June 30, 2022 2021 2022 2021 Research and development expenses $ 13,387 $ 4,820 $ 28,110 $ 7,939 Selling, general and administrative expenses 6,046 2,172 10,752 3,861 Total stock-based compensation expense $ 19,433 $ 6,992 $ 38,862 $ 11,800 |
Net Loss Per Share Attributab_2
Net Loss Per Share Attributable to Common Stockholders (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
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 Six Months Ended 2022 2021 2022 2021 Numerator: Net loss attributable to common stockholders $ (49,574) $ (65,006) $ (111,893) $ (106,511) Denominator: Weighted-average shares outstanding 581,265,924 111,898,795 580,184,274 111,458,101 Net loss per share attributable to common stockholders, basic and diluted $ (0.09) $ (0.58) $ (0.19) $ (0.96) |
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: June 30, 2022 June 30, 2021 Common stock warrants 28,783,333 758,516 Unvested restricted stock units 23,480,861 10,255,455 Unvested early exercised common stock options 5,381,017 8,556,236 Options to purchase common stock and unvested restricted stock awards 21,626,741 25,916,254 Earnout Shares 17,130,000 — Redeemable convertible preferred stock — 344,365,425 Redeemable convertible preferred stock warrants — 68,650 Total 96,401,952 389,920,536 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Summary Of Significant Accounting Policies [Line Items] | ||||||
Restricted cash | $ 3,966 | $ 3,966 | $ 762 | $ 3,966 | $ 762 | |
Income from equity method investment | $ 4,581 | 4,181 | $ 19,039 | 8,891 | ||
SummerBio | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Ownership interest | 43.40% | 43.40% | 43.40% | 43.40% | ||
Impairment from equity method investment | $ 6,800 | |||||
Income from equity method investment | $ 4,600 | $ 4,200 | $ 19,000 | $ 8,900 | ||
Letter of Credit | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Restricted cash | 1,000 | 1,000 | 1,000 | |||
Lease Obligation | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Restricted cash | 800 | 800 | 800 | $ 800 | ||
Acquired Current Liabilities | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Restricted cash | $ 2,200 | $ 2,200 | $ 2,200 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Assets measured at fair value | ||
Recorded Basis | $ 840,378 | $ 343,249 |
Liabilities measured at fair value | ||
Common stock warrant liabilities | 31,230 | 44,902 |
Earnout Shares Liability | 64,005 | 109,844 |
Term deposits | ||
Assets measured at fair value | ||
Recorded Basis | 40,301 | 40,069 |
Asset backed securities | ||
Assets measured at fair value | ||
Recorded Basis | 38,352 | 69,496 |
Government debt securities | ||
Assets measured at fair value | ||
Recorded Basis | 344,485 | 47,308 |
Corporate debt securities | ||
Assets measured at fair value | ||
Recorded Basis | 417,240 | 186,376 |
Fair Value Measurements Recurring | ||
Assets measured at fair value | ||
Cash equivalents | 291,003 | 929,842 |
Recorded Basis | 840,378 | 343,249 |
Total fair value of assets | 1,131,381 | 1,273,091 |
Liabilities measured at fair value | ||
Earnout Shares Liability | 64,005 | 109,844 |
Total fair value of liabilities | 95,235 | 154,746 |
Fair Value Measurements Recurring | Common stock warrant liabilities (Public) | ||
Liabilities measured at fair value | ||
Common stock warrant liabilities | 18,716 | 26,910 |
Fair Value Measurements Recurring | Common stock warrant liabilities (Private Placement) | ||
Liabilities measured at fair value | ||
Common stock warrant liabilities | 12,514 | 17,992 |
Fair Value Measurements Recurring | Money market funds | ||
Assets measured at fair value | ||
Cash equivalents | 291,003 | 929,842 |
Fair Value Measurements Recurring | Term deposits | ||
Assets measured at fair value | ||
Recorded Basis | 40,301 | 40,069 |
Fair Value Measurements Recurring | Asset backed securities | ||
Assets measured at fair value | ||
Recorded Basis | 38,352 | 69,496 |
Fair Value Measurements Recurring | Government debt securities | ||
Assets measured at fair value | ||
Recorded Basis | 344,485 | 47,308 |
Fair Value Measurements Recurring | Corporate debt securities | ||
Assets measured at fair value | ||
Recorded Basis | 417,240 | 186,376 |
Fair Value Measurements Recurring | Level 1 | ||
Assets measured at fair value | ||
Cash equivalents | 291,003 | 929,842 |
Recorded Basis | 0 | 0 |
Total fair value of assets | 291,003 | 929,842 |
Liabilities measured at fair value | ||
Earnout Shares Liability | 0 | 0 |
Total fair value of liabilities | 18,716 | 26,910 |
Fair Value Measurements Recurring | Level 1 | Common stock warrant liabilities (Public) | ||
Liabilities measured at fair value | ||
Common stock warrant liabilities | 18,716 | 26,910 |
Fair Value Measurements Recurring | Level 1 | Common stock warrant liabilities (Private Placement) | ||
Liabilities measured at fair value | ||
Common stock warrant liabilities | 0 | 0 |
Fair Value Measurements Recurring | Level 1 | Money market funds | ||
Assets measured at fair value | ||
Cash equivalents | 291,003 | 929,842 |
Fair Value Measurements Recurring | Level 1 | Term deposits | ||
Assets measured at fair value | ||
Recorded Basis | 0 | 0 |
Fair Value Measurements Recurring | Level 1 | Asset backed securities | ||
Assets measured at fair value | ||
Recorded Basis | 0 | 0 |
Fair Value Measurements Recurring | Level 1 | Government debt securities | ||
Assets measured at fair value | ||
Recorded Basis | 0 | 0 |
Fair Value Measurements Recurring | Level 1 | Corporate debt securities | ||
Assets measured at fair value | ||
Recorded Basis | 0 | 0 |
Fair Value Measurements Recurring | Level 2 | ||
Assets measured at fair value | ||
Cash equivalents | 0 | 0 |
Recorded Basis | 840,378 | 343,249 |
Total fair value of assets | 840,378 | 343,249 |
Liabilities measured at fair value | ||
Earnout Shares Liability | 0 | 0 |
Total fair value of liabilities | 12,514 | 17,992 |
Fair Value Measurements Recurring | Level 2 | Common stock warrant liabilities (Public) | ||
Liabilities measured at fair value | ||
Common stock warrant liabilities | 0 | 0 |
Fair Value Measurements Recurring | Level 2 | Common stock warrant liabilities (Private Placement) | ||
Liabilities measured at fair value | ||
Common stock warrant liabilities | 12,514 | 17,992 |
Fair Value Measurements Recurring | Level 2 | Money market funds | ||
Assets measured at fair value | ||
Cash equivalents | 0 | 0 |
Fair Value Measurements Recurring | Level 2 | Term deposits | ||
Assets measured at fair value | ||
Recorded Basis | 40,301 | 40,069 |
Fair Value Measurements Recurring | Level 2 | Asset backed securities | ||
Assets measured at fair value | ||
Recorded Basis | 38,352 | 69,496 |
Fair Value Measurements Recurring | Level 2 | Government debt securities | ||
Assets measured at fair value | ||
Recorded Basis | 344,485 | 47,308 |
Fair Value Measurements Recurring | Level 2 | Corporate debt securities | ||
Assets measured at fair value | ||
Recorded Basis | 417,240 | 186,376 |
Fair Value Measurements Recurring | Level 3 | ||
Assets measured at fair value | ||
Cash equivalents | 0 | 0 |
Recorded Basis | 0 | 0 |
Total fair value of assets | 0 | 0 |
Liabilities measured at fair value | ||
Earnout Shares Liability | 64,005 | 109,844 |
Total fair value of liabilities | 64,005 | 109,844 |
Fair Value Measurements Recurring | Level 3 | Common stock warrant liabilities (Public) | ||
Liabilities measured at fair value | ||
Common stock warrant liabilities | 0 | 0 |
Fair Value Measurements Recurring | Level 3 | Common stock warrant liabilities (Private Placement) | ||
Liabilities measured at fair value | ||
Common stock warrant liabilities | 0 | 0 |
Fair Value Measurements Recurring | Level 3 | Money market funds | ||
Assets measured at fair value | ||
Cash equivalents | 0 | 0 |
Fair Value Measurements Recurring | Level 3 | Term deposits | ||
Assets measured at fair value | ||
Recorded Basis | 0 | 0 |
Fair Value Measurements Recurring | Level 3 | Asset backed securities | ||
Assets measured at fair value | ||
Recorded Basis | 0 | 0 |
Fair Value Measurements Recurring | Level 3 | Government debt securities | ||
Assets measured at fair value | ||
Recorded Basis | 0 | 0 |
Fair Value Measurements Recurring | Level 3 | Corporate debt securities | ||
Assets measured at fair value | ||
Recorded Basis | $ 0 | $ 0 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Debt Securities, Available-for-sale (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Adjusted Basis | $ 845,491 | $ 343,474 |
Unrealized Gains | 8 | 0 |
Unrealized Losses | (5,121) | (225) |
Recorded Basis | 840,378 | 343,249 |
Term deposits | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Adjusted Basis | 40,301 | 40,069 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | 0 | 0 |
Recorded Basis | 40,301 | 40,069 |
Asset backed securities | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Adjusted Basis | 38,653 | 69,579 |
Unrealized Gains | 8 | 0 |
Unrealized Losses | (309) | (83) |
Recorded Basis | 38,352 | 69,496 |
Government debt securities | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Adjusted Basis | 346,460 | 47,355 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | (1,975) | (47) |
Recorded Basis | 344,485 | 47,308 |
Corporate debt securities | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Adjusted Basis | 420,077 | 186,471 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | (2,837) | (95) |
Recorded Basis | $ 417,240 | $ 186,376 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning balance | $ 109,844 |
Change in fair value | (45,839) |
Ending balance | $ 64,005 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Liability [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 | $ 0 |
Acquisitions - Schedule of Reco
Acquisitions - Schedule of Recognized Identified Assets Assumed In Business Combination (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Jan. 11, 2021 |
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | |||
Goodwill | $ 13,717 | $ 10,757 | |
Uber Elevate | |||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | |||
Finite-lived intangible assets | $ 16,700 | ||
Goodwill | 10,757 | ||
Property and equipment | 630 | ||
Deferred tax asset | 6,129 | ||
Total purchase consideration | 34,216 | ||
Uber Elevate | Automation platform software technology | |||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | |||
Finite-lived intangible assets | 7,200 | ||
Uber Elevate | Multimodal software technology | |||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | |||
Finite-lived intangible assets | 4,900 | ||
Uber Elevate | System simulation software technology | |||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | |||
Finite-lived intangible assets | $ 4,600 |
Acquisitions - Assets Acquisiti
Acquisitions - Assets Acquisitions Narrative (Details) - Transportation Technology Entity $ in Millions | Apr. 06, 2021 USD ($) shares |
Asset Acquisition, Consideration Transferred [Abstract] | |
Asset acquisition, consideration transferred | $ 5 |
In Process Research and Development | |
Asset Acquisition, Consideration Transferred [Abstract] | |
Asset acquisition, consideration transferred | 5 |
Acquired Current Liabilities | |
Asset Acquisition, Consideration Transferred [Abstract] | |
Asset acquisition, consideration transferred | 0.1 |
Acquired Current Assets | |
Asset Acquisition, Consideration Transferred [Abstract] | |
Asset acquisition, consideration transferred | $ 0.1 |
Redeemable convertible preferred stock | |
Business Combination, Separately recognized Transactions, Additional Disclosures [Abstract] | |
Stock issued during period, shares, restricted stock award, gross | shares | 2,677,200 |
Stock issued during period, value, restricted stock award, gross | $ 23.9 |
Preferred Stock, Convertible, Conversion Ratio | 1 |
Acquisitions - Business Combina
Acquisitions - Business Combinations Narrative (Details) - USD ($) $ in Thousands | 6 Months Ended | ||||
May 17, 2022 | Mar. 09, 2022 | Dec. 21, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | |
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | |||||
Goodwill | $ 13,717 | $ 10,757 | |||
Business Combination, Separately recognized Transactions, Additional Disclosures [Abstract] | |||||
Restricted cash | $ 3,204 | 0 | |||
Unvested restricted stock units | |||||
Business Combination, Separately recognized Transactions, Additional Disclosures [Abstract] | |||||
Awards Granted (in shares) | 15,936,403 | ||||
Aggregate intrinsic value | $ 115,291 | $ 73,240 | |||
Radar Systems Technology Entity | |||||
Business Acquisition [Line Items] | |||||
Cash payments | $ 2,800 | ||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | |||||
Finite-lived intangible assets | 1,700 | ||||
Acquired current assets | 1,200 | ||||
Acquired current liabilities | (100) | ||||
Total purchase consideration | $ 2,800 | ||||
Radar Systems Technology Entity | Unvested restricted stock units | |||||
Business Combination, Separately recognized Transactions, Additional Disclosures [Abstract] | |||||
Awards Granted (in shares) | 340,000 | ||||
Aggregate intrinsic value | $ 2,400 | ||||
Radar Systems Technology Entity | Developed Technology Rights | |||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | |||||
Finite-lived intangible assets | $ 1,700 | ||||
Aerospace Composites Manufacturing Entity | |||||
Business Acquisition [Line Items] | |||||
Cash payments | $ 1,500 | ||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | |||||
Finite-lived intangible assets | 1,100 | ||||
Property and equipment | 400 | ||||
Acquired current assets | 100 | ||||
Acquired current liabilities | (100) | ||||
Total purchase consideration | 1,500 | ||||
Aerospace Composites Manufacturing Entity | Unvested restricted stock units | |||||
Business Combination, Separately recognized Transactions, Additional Disclosures [Abstract] | |||||
Aggregate intrinsic value | 100 | ||||
Aerospace Composites Manufacturing Entity | Off-Market Favorable Lease | |||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | |||||
Finite-lived intangible assets | $ 1,100 | ||||
Aerospace Software Engineering Entity | |||||
Business Acquisition [Line Items] | |||||
Cash payments | $ 7,200 | ||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | |||||
Finite-lived intangible assets | 2,700 | ||||
Goodwill | 2,900 | ||||
Property and equipment | 300 | ||||
Acquired current assets | 1,700 | ||||
Acquired current liabilities | (400) | ||||
Total purchase consideration | 7,200 | ||||
Business Combination, Separately recognized Transactions, Additional Disclosures [Abstract] | |||||
Restricted cash | 2,200 | $ 2,200 | |||
Payment to employees | 500 | ||||
Settlement of accounts payable | $ 200 | ||||
Aerospace Software Engineering Entity | Unvested restricted stock units | |||||
Business Combination, Separately recognized Transactions, Additional Disclosures [Abstract] | |||||
Awards Granted (in shares) | 790,592 | ||||
Aggregate intrinsic value | $ 4,500 | ||||
Aerospace Software Engineering Entity | Customer Relationships | |||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | |||||
Finite-lived intangible assets | 2,600 | ||||
Aerospace Software Engineering Entity | Developed Technology Rights | |||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | |||||
Finite-lived intangible assets | $ 100 |
Balance sheet Components - Summ
Balance sheet Components - Summary of Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Property Plant And Equipment [Line Items] | ||
Gross property and equipment | $ 94,617 | $ 79,238 |
Accumulated depreciation and amortization | (33,575) | (26,083) |
Property and equipment, net | 61,042 | 53,155 |
Equipment | ||
Property Plant And Equipment [Line Items] | ||
Gross property and equipment | 54,070 | 45,501 |
Computer software | ||
Property Plant And Equipment [Line Items] | ||
Gross property and equipment | 9,452 | 8,410 |
Leasehold improvements | ||
Property Plant And Equipment [Line Items] | ||
Gross property and equipment | 11,135 | 9,364 |
Molds and tooling | ||
Property Plant And Equipment [Line Items] | ||
Gross property and equipment | 9,342 | 8,052 |
Vehicles and aircraft | ||
Property Plant And Equipment [Line Items] | ||
Gross property and equipment | 1,582 | 1,198 |
Buildings | ||
Property Plant And Equipment [Line Items] | ||
Gross property and equipment | 4,464 | 0 |
Furniture and fixtures | ||
Property Plant And Equipment [Line Items] | ||
Gross property and equipment | 358 | 319 |
Construction in-progress | ||
Property Plant And Equipment [Line Items] | ||
Gross property and equipment | $ 4,214 | $ 6,394 |
Balance sheet Components - Addi
Balance sheet Components - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Depreciation and amortization expense | $ 4.5 | $ 3 | $ 8.6 | $ 5.4 |
Amortization of Intangible Assets | $ 1.4 | $ 1 | $ 2.5 | $ 1.9 |
Weighted-average amortization period of intangible assets | 2 years 11 months 1 day |
Balance sheet Components - Sche
Balance sheet Components - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Indefinite Lived Intangible Assets By Major Class [Line Items] | ||
Finite Lived Intangible Assets Gross | $ 22,209 | $ 18,355 |
Accumulated amortization | (6,313) | (3,843) |
Intangible assets, net | 15,896 | 14,512 |
Automation platform software technology | ||
Indefinite Lived Intangible Assets By Major Class [Line Items] | ||
Finite Lived Intangible Assets Gross | 7,200 | 7,200 |
Multimodal software technology | ||
Indefinite Lived Intangible Assets By Major Class [Line Items] | ||
Finite Lived Intangible Assets Gross | 4,900 | 4,900 |
System simulation software technology | ||
Indefinite Lived Intangible Assets By Major Class [Line Items] | ||
Finite Lived Intangible Assets Gross | 4,600 | 4,600 |
Other intangibles | ||
Indefinite Lived Intangible Assets By Major Class [Line Items] | ||
Finite Lived Intangible Assets Gross | $ 5,509 | $ 1,655 |
Balance sheet Components - Sc_2
Balance sheet Components - Schedule of Estimated Future Amortization Expense of Acquired Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
2022 (remainder) | $ 3,129 | |
2023 | 6,197 | |
2024 | 4,404 | |
2025 | 2,166 | |
Intangible assets, net | $ 15,896 | $ 14,512 |
Balance sheet Components - Sc_3
Balance sheet Components - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Prepaid equipment | $ 5,297 | $ 2,923 |
Prepaid software | 3,770 | 4,494 |
Prepaid taxes | 2,076 | 1,332 |
Prepaid insurance | 6,430 | 8,031 |
Other | 1,080 | 636 |
Total | $ 18,653 | $ 17,416 |
Balance sheet Components - Sc_4
Balance sheet Components - Schedule of Other Noncurrent Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Contractual agreement asset | $ 59,611 | $ 59,611 |
Long term prepaid insurance | 6,591 | 10,511 |
Other non-current assets | 1,018 | 199 |
Total | $ 67,220 | $ 70,321 |
Balance sheet Components - Sc_5
Balance sheet Components - Schedule of Accrued and Other Current Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
2022 Bonus Plan accrual | $ 10,905 | $ 0 |
Vendor related accruals | 8,299 | 4,220 |
Payroll accruals | 3,633 | 4,026 |
Acquisition-related obligation accrual | 2,167 | 0 |
Other accruals and current liabilities | 3,098 | 1,965 |
Total | $ 28,102 | $ 10,211 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Lessor Lease Description [Line Items] | |||||
Operating leases, rent expense | $ 1.4 | $ 1.3 | $ 2.8 | $ 2.6 | |
Capital Lease Obligations | |||||
Lessor Lease Description [Line Items] | |||||
Gross book value under capital lease agreement | 4.5 | 4.5 | |||
Property, Plant and Equipment, Additions | 0.3 | $ 0.9 | |||
Accumulated depreciation for equipment | $ 1.4 | $ 1.4 | $ 1.1 | ||
Minimum | Capital Lease Obligations | |||||
Lessor Lease Description [Line Items] | |||||
Long-term debt, percentage bearing fixed interest, percentage rate | 3.95% | 3.95% | |||
Maximum | Capital Lease Obligations | |||||
Lessor Lease Description [Line Items] | |||||
Long-term debt, percentage bearing fixed interest, percentage rate | 15% | 15% |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Rental Payments under Operating Leases (Details) $ in Thousands | Jun. 30, 2022 USD ($) |
Leases [Abstract] | |
2022 (remaining six months) | $ 2,938 |
2023 | 4,632 |
2024 | 3,705 |
2025 | 791 |
2026 | 729 |
2027 and thereafter | 3,174 |
Total minimum future lease payments, operating leases | $ 15,969 |
Leases - Schedule of Future M_2
Leases - Schedule of Future Minimum Rental Payments under Capital Leases (Details) $ in Thousands | Jun. 30, 2022 USD ($) |
Leases [Abstract] | |
2022 (remaining six months) | $ 365 |
2023 | 294 |
2024 | 231 |
2025 | 159 |
2026 | 150 |
2027 and thereafter | 50 |
Total payments | 1,249 |
Less current portion | (583) |
Noncurrent portion | $ 666 |
Stock Warrants and Earnout Sh_3
Stock Warrants and Earnout Shares - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Aug. 10, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Class of Warrant or Right [Line Items] | ||||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Warrant liability | $ 31,230 | $ 31,230 | $ 44,902 | |||
Gain from change in fair value of warrants and earnout shares | 42,698 | $ 0 | 59,512 | $ 0 | ||
Earnout Shares Liability | 64,005 | 64,005 | $ 109,844 | |||
Private Placement Warrants | ||||||
Class of Warrant or Right [Line Items] | ||||||
Warrants issued to sponsor (in shares) | 11,533,333 | |||||
Warrants and rights outstanding, term | 5 years | |||||
Warrant liability | $ 21,900 | |||||
Gain from change in fair value of warrants and earnout shares | 6,500 | 5,500 | ||||
Public Warrants | ||||||
Class of Warrant or Right [Line Items] | ||||||
Warrants issued to sponsor (in shares) | 17,250,000 | |||||
Warrants and rights outstanding, term | 5 years | |||||
Warrant liability | $ 32,800 | |||||
Gain from change in fair value of warrants and earnout shares | 9,700 | 8,200 | ||||
Earnout Shares | ||||||
Class of Warrant or Right [Line Items] | ||||||
Warrants and rights outstanding, term | 10 years | |||||
Gain from change in fair value of warrants and earnout shares | $ 26,400 | $ 45,800 | ||||
Percentage of shares held for sale | 20% | |||||
Earnout Shares Liability | $ 149,900 | |||||
Earnout Shares | Minimum | ||||||
Class of Warrant or Right [Line Items] | ||||||
Number of trading days | 20 days | |||||
Earnout Shares | Maximum | ||||||
Class of Warrant or Right [Line Items] | ||||||
Number of trading days | 30 days | |||||
Earnout Shares | Tranche One | ||||||
Class of Warrant or Right [Line Items] | ||||||
Weighted average price per share (in dollars per share) | $ 12 | $ 12 | ||||
Earnout Shares | Tranche Two | ||||||
Class of Warrant or Right [Line Items] | ||||||
Weighted average price per share (in dollars per share) | 18 | 18 | ||||
Earnout Shares | Tranche Three | ||||||
Class of Warrant or Right [Line Items] | ||||||
Weighted average price per share (in dollars per share) | 24 | 24 | ||||
Earnout Shares | Tranche Four | ||||||
Class of Warrant or Right [Line Items] | ||||||
Weighted average price per share (in dollars per share) | 32 | 32 | ||||
Earnout Shares | Tranche Five | ||||||
Class of Warrant or Right [Line Items] | ||||||
Weighted average price per share (in dollars per share) | 50 | 50 | ||||
Common Stock | ||||||
Class of Warrant or Right [Line Items] | ||||||
Lock-up and transfer of common shares (in shares) | 17,130,000 | |||||
Common Stock | Private Placement Warrants | ||||||
Class of Warrant or Right [Line Items] | ||||||
Common stock, par value (in dollars per share) | $ 0.0001 | |||||
Class of warrants exercise price per share (in dollars per share) | 11.50 | 11.50 | ||||
Common Stock | Public Warrants | ||||||
Class of Warrant or Right [Line Items] | ||||||
Common stock, par value (in dollars per share) | $ 0.0001 | |||||
Class of warrants exercise price per share (in dollars per share) | $ 11.50 | $ 11.50 |
Stock Warrants and Earnout Sh_4
Stock Warrants and Earnout Shares - Schedule of Assumptions Used to Estimate Fair Value of Earnout Shares Liability (Details) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Warrants and Rights Note Disclosure [Abstract] | ||
Expected volatility | 63.90% | 72.10% |
Risk-free interest rate | 3% | 1.51% |
Dividend rate | 0% | 0% |
Expected term (years) | 9 years 1 month 9 days | 9 years 7 months 9 days |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Dec. 16, 2021 | Aug. 10, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Share-based payment arrangement, expense | $ 19,433 | $ 6,992 | $ 38,862 | $ 11,800 | |||
Stock repurchase liability | 524 | $ 524 | $ 711 | ||||
Employee Stock | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Additional shares authorized (in shares) | 3,020,900 | ||||||
Purchase price of common stock expressed as a percentage of its fair value | 85% | ||||||
Share-based compensation arrangement by share-based payment award percentage | 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 year | ||||||
ESPP stock issued during the period (in shares) | 0 | ||||||
Performance Shares | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Target bonus threshold | 30% | ||||||
Increase in target amounts | one-third | ||||||
Share-based payment arrangement, expense | $ 7,500 | $ 14,800 | |||||
Other Stock Based Awards | Maximum | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Shares subject to vesting conditions | 2,231,000 | ||||||
Other Stock Based Awards | Series C Preferred Stock | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Payments for advisory services shares (in shares) | 2,677,200 | ||||||
Options to purchase common stock and unvested restricted stock awards | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Shares vesting period | 6 years | ||||||
Repurchase price per share (in dollars per share) | $ 0.10 | $ 0.10 | $ 0.10 | ||||
Options to purchase common stock and unvested restricted stock awards | Maximum | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Number of shares to be repurchased (in shares) | 5,381,017 | 6,918,483 | |||||
Stock repurchase liability | $ 500 | $ 500 | $ 700 | ||||
2021 Equity Incentive Plan | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Percentage of share outstanding | 4% | ||||||
Additional shares authorized (in shares) | 24,167,201 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Nonvested Restricted Stock Units Activity (Details) - Unvested restricted stock units - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | |
Number of Units | ||
Beginning balance (in shares) | 10,032,871 | |
Awards Granted (in shares) | 15,936,403 | |
Vested (in shares) | (1,632,019) | |
Forfeited (in shares) | (856,394) | |
Ending balance (in shares) | 23,480,861 | |
Weighted-Average Grant Date Fair Value Per Share | ||
Beginning balance (in dollars per share) | $ 8.60 | |
Granted (in dollars per share) | 5.60 | |
Vested (in dollars per share) | 8.02 | |
Forfeited (in dollars per share) | 7.54 | |
Ending balance (in dollars per share) | $ 6.64 | |
Aggregate Intrinsic Value | $ 115,291 | $ 73,240 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Share-based payment arrangement, expense | $ 19,433 | $ 6,992 | $ 38,862 | $ 11,800 |
Research and development expenses | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Share-based payment arrangement, expense | 13,387 | 4,820 | 28,110 | 7,939 |
Selling, general and administrative expenses | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Share-based payment arrangement, expense | $ 6,046 | $ 2,172 | $ 10,752 | $ 3,861 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
SummerBio | |||||
Related Party Transaction [Line Items] | |||||
Expenses and related payments | $ 0.5 | $ 0.2 | $ 1.1 | $ 0.6 | |
Due to related party | (0.2) | (0.2) | $ (0.1) | ||
Office Space And Certain Utilities And Maintenance Services | |||||
Related Party Transaction [Line Items] | |||||
Expenses and related payments | 0.2 | $ 0.4 | 0.4 | $ 0.7 | |
Due to related party | $ 0 | $ 0 | $ (0.1) |
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 | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Numerator: | ||||
Net loss attributable to common stockholders | $ (49,574) | $ (65,006) | $ (111,893) | $ (106,511) |
Denominator: | ||||
Weighted average number of shares outstanding, basic (in shares) | 581,265,924 | 111,898,795 | 580,184,274 | 111,458,101 |
Weighted average number of shares outstanding, diluted (in shares) | 581,265,924 | 111,898,795 | 580,184,274 | 111,458,101 |
Earnings per share, basic (in dollars per share) | $ (0.09) | $ (0.58) | $ (0.19) | $ (0.96) |
Earnings per share, diluted (in dollars per share) | $ (0.09) | $ (0.58) | $ (0.19) | $ (0.96) |
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 | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 96,401,952 | 389,920,536 |
Common stock warrants | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 28,783,333 | 758,516 |
Unvested restricted stock units | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 23,480,861 | 10,255,455 |
Unvested early exercised common stock options | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 5,381,017 | 8,556,236 |
Options to purchase common stock and unvested restricted stock awards | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 21,626,741 | 25,916,254 |
Earnout Shares | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 17,130,000 | 0 |
Redeemable convertible preferred stock | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 0 | 344,365,425 |
Redeemable convertible preferred stock warrants | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 0 | 68,650 |