COVER PAGE
COVER PAGE - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 29, 2022 | Jun. 30, 2021 | |
Entity Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-39755 | ||
Entity Registrant Name | Navitas Semiconductor Corporation | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 85-2560226 | ||
Entity Address, Address Line One | 22 Fitzwilliam Square South | ||
Entity Address, City or Town | Dublin, | ||
Entity Address, Country | IE | ||
Entity Address, Postal Zip Code | D02 FH68 | ||
City Area Code | 844 | ||
Local Phone Number | 654-2642 | ||
Title of 12(b) Security | Class A Common Stock,par value $0.0001 per share | ||
Trading Symbol | NVTS | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 250,976 | ||
Documents Incorporated by Reference | Portions of the registrant’s proxy statement for the 2022 annual meeting of stockholders are incorporated into Part III herein. | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001821769 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Entity Filer Category | Non-accelerated Filer | ||
Common Class A | |||
Entity Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 122,864,987 | ||
Common Class B | |||
Entity Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 0 |
AUDIT INFORMATION
AUDIT INFORMATION | 12 Months Ended |
Dec. 31, 2021 | |
Audit Information [Abstract] | |
Auditor Firm ID | 34 |
Auditor Name | Deloitte & Touche LLP |
Auditor Location | Los Angeles, California |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 268,252 | $ 38,869 |
Accounts receivable, net | 8,263 | 4,152 |
Inventory | 11,978 | 3,404 |
Prepaid expenses and other current assets | 2,877 | 522 |
Total current assets | 291,370 | 46,947 |
PROPERTY AND EQUIPMENT, net | 2,302 | 722 |
INTANGIBLE ASSETS, net | 170 | 515 |
NOTES RECEIVABLE | 206 | 221 |
OTHER ASSETS | 1,553 | 102 |
Total assets | 295,601 | 48,507 |
CURRENT LIABILITIES: | ||
Accounts payable and other accrued expenses | 4,860 | 3,698 |
Accrued compensation expenses | 2,639 | 1,668 |
Deferred revenue | 29 | 0 |
Current portion of long-term debt | 3,200 | 1,000 |
Total current liabilities | 10,728 | 6,366 |
LONG-TERM DEBT | 3,716 | 4,971 |
WARRANT LIABILITY | 81,388 | 0 |
EARNOUT LIABILITY | 134,173 | 0 |
OTHER LIABILITIES | 60 | 88 |
Total liabilities | 230,065 | 11,425 |
COMMITMENTS AND CONTINGENCIES (Note14) | ||
STOCKHOLDERS’ EQUITY (DEFICIT): | ||
Common stock, $0.0001 par value, 740,000,000 and 93,000,000 shares authorized as of December 31, 2021 and 2020, respectively, 117,750,608 and 16,774,044 shares issued and outstanding at December 31, 2021 and 2020, respectively | 15 | 2 |
Additional paid-in capital | 294,190 | 3,557 |
Accumulated other comprehensive loss | (2) | (1) |
Accumulated deficit | (228,667) | (75,982) |
Total stockholders’ equity (deficit) | 65,536 | (72,424) |
Total liabilities, redeemable convertible preferred stock and stockholders’ equity (deficit) | 295,601 | 48,507 |
Series A redeemable convertible preferred stock | ||
REDEEMABLE CONVERTIBLE PREFERRED STOCK: | ||
Redeemable Convertible Preferred Stock | 0 | 14,970 |
Series B redeemable convertible preferred stock | ||
REDEEMABLE CONVERTIBLE PREFERRED STOCK: | ||
Redeemable Convertible Preferred Stock | 0 | 27,371 |
Series B-1 redeemable convertible preferred stock | ||
REDEEMABLE CONVERTIBLE PREFERRED STOCK: | ||
Redeemable Convertible Preferred Stock | 0 | 14,786 |
Series B-2 redeemable convertible preferred stock | ||
REDEEMABLE CONVERTIBLE PREFERRED STOCK: | ||
Redeemable Convertible Preferred Stock | $ 0 | $ 52,379 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 740,000,000 | 93,000,000 |
Common stock shares issued (in shares) | 117,750,608 | 16,774,044 |
Common stock, shares outstanding (in shares) | 117,750,608 | 16,774,044 |
Series A redeemable convertible preferred stock | ||
Redeemable convertible preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Redeemable convertible preferred stock, authorized (in shares) | 0 | 16,716,348 |
Redeemable convertible preferred stock, issued (in shares) | 0 | 16,620,018 |
Redeemable convertible preferred stock, outstanding (in shares) | 0 | 16,620,018 |
Redeemable convertible preferred stock, liquidation preference | $ 0 | $ 17,451 |
Series B redeemable convertible preferred stock | ||
Redeemable convertible preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Redeemable convertible preferred stock, authorized (in shares) | 0 | 14,262,664 |
Redeemable convertible preferred stock, issued (in shares) | 0 | 14,213,431 |
Redeemable convertible preferred stock, outstanding (in shares) | 0 | 14,213,431 |
Redeemable convertible preferred stock, liquidation preference | $ 0 | $ 27,574 |
Series B-1 redeemable convertible preferred stock | ||
Redeemable convertible preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Redeemable convertible preferred stock, authorized (in shares) | 0 | 6,133,979 |
Redeemable convertible preferred stock, issued (in shares) | 0 | 5,416,551 |
Redeemable convertible preferred stock, outstanding (in shares) | 0 | 5,416,551 |
Redeemable convertible preferred stock, liquidation preference | $ 0 | $ 15,112 |
Series B-2 redeemable convertible preferred stock | ||
Redeemable convertible preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Redeemable convertible preferred stock, authorized (in shares) | 0 | 24,027,913 |
Redeemable convertible preferred stock, issued (in shares) | 0 | 18,198,891 |
Redeemable convertible preferred stock, outstanding (in shares) | 0 | 18,198,891 |
Redeemable convertible preferred stock, liquidation preference | $ 0 | $ 53,085 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | ||
Income Statement [Abstract] | |||
NET REVENUES (including $435 and $0 related party revenues) | $ 23,736 | $ 11,849 | |
COST OF REVENUES | 13,050 | 8,134 | |
GROSS PROFIT | 10,686 | 3,715 | |
OPERATING EXPENSES: | |||
Research and development | 27,820 | 13,049 | |
Selling, general and administrative | 51,374 | 9,469 | |
Total operating expenses | 79,194 | 22,518 | |
LOSS FROM OPERATIONS | (68,508) | (18,803) | |
Interest expense, net of interest income of $22 and $4 | (257) | (236) | |
Loss from change in fair value of warrants | (45,625) | 0 | |
Loss from change in fair value of earnout liabilities | (38,105) | 0 | |
Other income (expense) | (143) | 0 | |
Total other income (expense), net | (84,130) | (236) | |
LOSS BEFORE INCOME TAXES | (152,638) | (19,039) | |
PROVISION FOR INCOME TAXES | 47 | 5 | |
NET LOSS | $ (152,685) | $ (19,044) | |
NET LOSS PER COMMON SHARE: | |||
Basic (in dollars per share) | $ (3.90) | $ (1.17) | |
Diluted (in dollars per share) | $ (3.90) | $ (1.17) | |
COMMON SHARES USED IN PER SHARE CALCULATION: | |||
Basic (in shares) | [1] | 39,167 | 16,246 |
Diluted (in shares) | [1] | 39,167 | 16,246 |
[1] | Retroactively restated to give effect to the October 19, 2021 reverse recapitalization. |
CONSOLIDATED STATEMENTS OF OP_2
CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
NET REVENUES (including $435 and $0 related party revenues) | $ 23,736 | $ 11,849 |
Interest income | 22 | 4 |
Affiliated Entity | ||
NET REVENUES (including $435 and $0 related party revenues) | $ 435 | $ 0 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (152,685) | $ (19,044) |
Other comprehensive income (loss), net of tax: | ||
Foreign currency translation adjustments, net of tax | (1) | (1) |
Total other comprehensive income (loss) | (1) | (1) |
TOTAL COMPREHENSIVE LOSS | $ (152,686) | $ (19,045) |
CONSOLIDATED STATEMENTS OF REDE
CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT) - USD ($) $ in Thousands | Total | Series A redeemable convertible preferred stock | Series B redeemable convertible preferred stock | Series B-1 redeemable convertible preferred stock | Series B-2 redeemable convertible preferred stock | Common stock | Additional paid in capital | Accumulated deficit | Notes receivable - shareholder’s | Accumulated comprehensive income (loss) | ||
Beginning balance, redeemable convertible preferred stock (in shares) at Dec. 31, 2019 | 16,620,000 | 14,213,000 | 5,416,000 | 0 | ||||||||
Beginning balance, redeemable convertible preferred stock at Dec. 31, 2019 | $ 14,970 | $ 27,371 | $ 14,786 | $ 0 | ||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||
Issuance of preferred stock (in shares) | 18,199,000 | |||||||||||
Issuance of preferred stock | $ 53,085 | |||||||||||
Preferred stock issuance costs | $ (706) | |||||||||||
Ending balance, redeemable convertible preferred stock (in shares) at Dec. 31, 2020 | 16,620,018 | 14,213,431 | 5,416,551 | 18,198,891 | ||||||||
Ending balance, redeemable convertible preferred stock at Dec. 31, 2020 | $ 14,970 | $ 27,371 | $ 14,786 | $ 52,379 | ||||||||
Beginning balance, common stock (in shares) at Dec. 31, 2019 | [1] | 16,039,000 | ||||||||||
Beginning balance, common stock at Dec. 31, 2019 | $ (54,454) | $ 1 | $ 2,483 | $ (56,938) | $ 0 | $ 0 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Issuance of common stock under employee stock option and stock awards plans (in shares) | [1] | 735,000 | ||||||||||
Issuance of common stock under employee stock option and stock award plans | 32 | $ 1 | 31 | |||||||||
Issuance of warrants | 16 | 16 | ||||||||||
Stock-based compensation expense related to employee stock awards | 1,027 | 1,027 | ||||||||||
Foreign currency translation adjustment | (1) | (1) | ||||||||||
Net loss | $ (19,044) | (19,044) | ||||||||||
Ending balance, common stock (in shares) at Dec. 31, 2020 | 16,774,044 | 16,774,000 | [1] | |||||||||
Ending balance, common stock at Dec. 31, 2020 | $ (72,424) | $ 2 | 3,557 | (75,982) | 0 | (1) | ||||||
Ending balance, redeemable convertible preferred stock (in shares) at Dec. 31, 2021 | 0 | 0 | 0 | 0 | ||||||||
Ending balance, redeemable convertible preferred stock at Dec. 31, 2021 | $ 0 | $ 0 | $ 0 | $ 0 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Issuance of common stock under employee stock option and stock awards plans (in shares) | [1] | 6,331,000 | ||||||||||
Issuance of common stock under employee stock option and stock award plans | 517 | $ 1 | 1,699 | (1,183) | ||||||||
Reverse recapitalization on October 19, 2021 (in shares) | (16,620,000) | (14,213,000) | (5,416,000) | (18,199,000) | 99,375,000 | [1] | ||||||
Reverse recapitalization on October 19, 2021 | 250,773 | $ (14,970) | $ (27,371) | $ (14,786) | $ (52,379) | $ 12 | 250,761 | |||||
Stock-based compensation expense related to employee stock awards | $ 39,404 | 39,404 | ||||||||||
Rescission of common stock awards (in shares) | [1] | (4,729,000) | ||||||||||
Rescission of common stock awards | $ (48) | (1,231) | 1,183 | |||||||||
Foreign currency translation adjustment | (1) | (1) | ||||||||||
Net loss | $ (152,685) | (152,685) | ||||||||||
Ending balance, common stock (in shares) at Dec. 31, 2021 | 117,750,608 | 117,751,000 | [1] | |||||||||
Ending balance, common stock at Dec. 31, 2021 | $ 65,536 | $ 15 | $ 294,190 | $ (228,667) | $ 0 | $ (2) | ||||||
[1] | Retroactively restated to give effect to the October 19, 2021 reverse recapitalization. |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOW - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (152,685) | $ (19,044) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 410 | 344 |
Amortization of intangibles | 345 | 167 |
Amortization of deferred rent | (48) | 20 |
Other, net | (53) | 38 |
Stock-based compensation expense | 41,404 | 1,027 |
Amortization of debt discount and issuance costs | 12 | 8 |
Loss from change in fair value of warrants | 45,625 | 0 |
Loss from change in fair value of earnout liability | 38,105 | 0 |
Change in operating assets and liabilities: | ||
Accounts receivable | (4,111) | (3,454) |
Inventory | (8,574) | (2,705) |
Prepaid expenses and other current assets | (2,355) | (286) |
Other assets | (165) | (5) |
Accounts payable, accrued compensation and other expenses | 361 | 3,553 |
Deferred revenue | 29 | (288) |
Net cash used in operating activities | (41,700) | (20,625) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Asset acquisition | (680) | 0 |
Investment purchases | (724) | 0 |
Purchases of property and equipment | (2,068) | (223) |
Repayment of notes receivable | 6 | 8 |
Net cash used in investing activities | (3,466) | (215) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from reverse recapitalization | 298,066 | 0 |
Payment of stock issuance costs | (24,967) | 0 |
Proceeds from issuance of preferred stock | 0 | 53,085 |
Payment of preferred stock issuance costs | 0 | (706) |
Proceeds from issuance of common stock | 517 | 31 |
Proceeds from issuance of long-term debt | 2,000 | 6,000 |
Principal payments on long-term debt | (1,067) | (4,800) |
Payment of debt issuance costs | 0 | (20) |
Net cash provided by financing activities | 274,549 | 53,590 |
Effect of exchange rate changes on cash | 0 | 1 |
NET INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | 229,383 | 32,751 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF PERIOD | 38,869 | 6,118 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD | 268,252 | 38,869 |
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Payable for asset acquisition | 0 | 683 |
Warrants issued in connection with debt | 0 | 16 |
Payable for investment contribution | 704 | 0 |
Recognition of earnout liability | 96,069 | 0 |
Recognition of warrant liabilities | 35,763 | 0 |
Conversion of preferred stock | 109,506 | 0 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Cash paid for income taxes | 32 | 2 |
Cash paid for interest | $ 265 | $ 218 |
ORGANIZATION AND BASIS OF PRESE
ORGANIZATION AND BASIS OF PRESENTATION | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND BASIS OF PRESENTATION | ORGANIZATION AND BASIS OF PRESENTATION On May 6, 2021, Navitas Semiconductor Limited, a private company limited by shares organized under the laws of Ireland (“Navitas Ireland”) and domesticated in the State of Delaware as Navitas Semiconductor Ireland, LLC, a Delaware limited liability company (“Navitas Delaware” and, together with Navitas Ireland, “Legacy Navitas”), entered into a business combination agreement and plan of reorganization (the “Business Combination Agreement” or “BCA”) with Live Oak Acquisition Corp. II, a Delaware corporation (“Live Oak”). Pursuant to the BCA, among other transactions consummated on October 19, 2021 (collectively, the “Business Combination”), Live Oak acquired all of the capital stock of Navitas Ireland (other than the Navitas Ireland Restricted Shares, as defined below) by means of a tender offer, and a wholly owned subsidiary of Live Oak merged with and into Navitas Delaware, with Navitas Delaware surviving the merger. As a result, Legacy Navitas became a wholly owned subsidiary of Live Oak effective October 19, 2021. At the closing of the Business Combination, Live Oak changed its name to Navitas Semiconductor Corporation. References to the “Company” in these financial statements refer to Legacy Navitas and its predecessors before the consummation of the Business Combination, or to Navitas Semiconductor Corporation after the Business Combination, as the context suggests. The Company was founded in 2013 and has since been developing ultra-efficient gallium nitride (GaN) semiconductors. The Company presently operates as a product design house that contracts the manufacturing of its chips and packaging to partner suppliers. Navitas maintains its operations around the world, including the United States, Hong Kong, China, Taiwan and the Philippines. Reorganization Navitas Semiconductor USA, Inc. (f/k/a Navitas Semiconductor, Inc., “Navitas U.S.”) was incorporated in the State of Delaware on October 25, 2013. In 2020 Navitas U.S. initiated a restructuring to streamline its worldwide legal entity structure and more efficiently align its business operations (the “Restructuring”). The Restructuring introduced wholly owned subsidiaries in Hong Kong and China as well as the addition of Legacy Navitas, an entity registered in Ireland and the U.S., as the parent of Navitas U.S. and the other Navitas subsidiaries. In connection with the Restructuring, effective September 1, 2020, Legacy Navitas acquired certain intellectual property and other intangible assets from Navitas U.S. and, after the Restructuring, contracts directly with customers. The transfer of intellectual property and other intangible assets by Navitas U.S. to Legacy Navitas in connection with the Restructuring was among entities within the same consolidated group and, as a result, did not result in any gain or loss to the Company. Legacy Navitas is treated as a corporation for U.S. federal income tax purposes and is a tax resident in both Ireland and the United States. See Note 13. Business combination Pursuant to the terms of the BCA, the Business Combination was consummated (the “Closing”) on October 19, 2021 (the Closing Date”) by means of (i) a tender offer to acquire the entire issued share capital of Navitas Ireland (other than Navitas Ireland Restricted Shares (as defined below)) in exchange for the Tender Offer Consideration (as defined below) (the “Tender Offer”) and (ii) the merger of a wholly owned subsidiary of Live Oak (“Merger Sub”) with and into Navitas Delaware (the “Merger”), with Navitas Delaware surviving the Merger. A total of 72,143,708 Navitas Ireland Shares were validly tendered (and not withdrawn) pursuant to the Tender Offer. The “Tender Offer Consideration” for all outstanding ordinary shares of Navitas Ireland, par value of $0.0001 per share (the “Navitas Ireland Common Shares”) (other than the outstanding restricted Navitas Ireland Common Shares granted pursuant to the 2020 Equity Incentive Plan (the “Navitas Ireland Restricted Shares”)), and all Navitas Ireland Series A Preferred Shares, Navitas Ireland Series B Preferred Shares, Navitas Ireland Series B-1 Preferred Shares and Navitas Ireland Series B-2 Preferred Shares (the “Navitas Ireland Preferred Shares” and together with the Navitas Ireland Common Shares, the “Navitas Ireland Shares”) accepted pursuant to the Tender Offer, was comprised of (i) the aggregate offer price of 39,477,026 shares (the “Tender Shares”) of the Company’s Class A Common Stock, par value $0.0001 per share (the “Common Stock”), and (ii) the contingent right to receive during the five-year period following the Closing, but excluding the first 150 days following the Closing (the “Earnout Period”), certain additional shares of Common Stock as specified in the BCA (the “Tender Earnout Shares”), which, together with the Merger Earnout Shares (as defined below) and certain shares of Common Stock that may become issuable to equity award holders, will be comprised of up to 10,000,000 additional shares of Common Stock in the aggregate (the “Earnout Shares”), in three equal tranches, upon the satisfaction of certain price targets for the Common Stock set forth in the BCA, which price targets will be based upon the volume-weighted average closing sale price of one share of Common Stock quoted on the Nasdaq Global Market (“NASDAQ”), for any twenty (20) trading days within any thirty (30) consecutive trading day period within the Earnout Period. At the effective time of the Merger (the “Effective Time”) all of the issued and outstanding limited liability company interests represented by the ordinary shares of Navitas Delaware, par value $0.0001 per share (each a “Navitas Delaware Common Share”) (other than the outstanding restricted Navitas Delaware Common Shares granted pursuant to the 2020 Equity Incentive Plan (the “Navitas Delaware Restricted Shares”)) and each Navitas Delaware Series A Preferred Share, Navitas Delaware Series B Preferred Share, Navitas Delaware Series B-1 Preferred Share and Navitas Delaware Series B-2 Preferred Share (collectively, the “Navitas Delaware Preferred Shares” and together with the Navitas Delaware Common Shares, the “Navitas Delaware Shares”), were converted into an aggregate of 39,477,026 shares of Common Stock (the “Merger Shares”) and (ii) the contingent right to receive during the Earnout Period certain additional shares of Common Stock as specified in the BCA (the “Merger Earnout Shares”), in three equal tranches, upon the satisfaction of certain price targets for the Common Stock set forth in the Business Combination Agreement, which price targets will be based upon the volume-weighted average closing sale price of one share of Common Stock quoted on the NASDAQ, for any twenty (20) trading days within any thirty (30) consecutive trading day period within the Earnout Period. See note (9) for additional information. In connection with the BCA, in a private placement of its securities, Live Oak entered into Private Investment in Public Equity (“PIPE”) subscription agreements with certain third-party investors (the “PIPE Investors”), pursuant to which the PIPE Investors agreed to purchase, and Live Oak agreed to sell to the PIPE Investors, an aggregate of 17,300,000 shares of Common Stock (the “PIPE Shares”), for a purchase price of $10.00 per share and an aggregate purchase price of $173.0 million. The PIPE Shares were issued concurrently with the Closing of the Business Combination on the Closing Date. Live Oak held a special meeting of its stockholders on October 12, 2021 (the “Special Meeting”). At the Special Meeting, Live Oak stockholders considered and adopted, among other matters, the BCA. Prior to the Special Meeting, the holders of 10,135,544 shares of Live Oak’s common stock sold in its initial public offering (the “Public Shares”) exercised their right to redeem those shares for cash at a price of approximately $10.00 per share, for an aggregate redemption price of approximately $101.4 million, which redemption occurred concurrent with the Closing of the Business Combination. The per share redemption price of approximately $10.00 for holders of Public Shares electing redemption was paid out of Live Oak’s trust account, which, after taking into account the redemptions, had a balance immediately prior to the Closing of approximately $152 million. In summary, on the Closing Date of the Business Combination, the following transactions (collectively, the “Transactions”) were completed: • Live Oak acquired all of the issued and allotted Navitas Ireland Shares pursuant to the Tender Offer; • Merger Sub merged with and into Navitas Delaware, with Navitas Delaware surviving as a wholly owned subsidiary of the Company; • each share of common stock of Merger Sub issued and outstanding immediately prior to the effective time of the Merger was automatically converted into one validly issued, fully paid and nonassessable limited liability company interest of Navitas Delaware held by the Company, which limited liability company interest constitutes the only outstanding limited liability company interest of Navitas Delaware; • all issued and outstanding Navitas Ireland Shares (other than Navitas Ireland Restricted Shares) converted into an aggregate of 39,477,026 shares of Common Stock; • all issued and outstanding Navitas Delaware Shares (other than Navitas Delaware Restricted Shares) converted into an aggregate of 39,477,026 shares of Common Stock; • all outstanding options of Navitas Delaware and Navitas Ireland to acquire Navitas Delaware Common Shares or Navitas Ireland Common Shares, respectively, were assumed by the Company and converted into options to acquire an aggregate of 11,276,706 shares of Common Stock; • all outstanding Navitas Delaware restricted stock units and Navitas Ireland restricted stock units were assumed by the Company and converted into awards of restricted stock units (“RSUs”) to acquire an aggregate of 4,525,344 shares of Common Stock; • all outstanding warrants of Navitas Delaware and Navitas Ireland to acquire Navitas Delaware Common Shares, Navitas Delaware Preferred Shares, Navitas Ireland Common Stock, or Navitas Ireland Preferred Stock, respectively, were assumed by the Company and converted into warrants to acquire an aggregate of 375,189 shares of Common Stock; • all of the 6,315,000 outstanding shares of the Company’s Class B Common Stock, par value $0.0001 per share (the “Class B Common Stock”), held by Live Oak Sponsor Partners II, LLC, a Delaware limited liability company (the “Sponsor”), were converted into an aggregate of 6,315,000 shares of Common Stock; • all of the units of Live Oak, which were previously issued in connection with Live Oak’s December 2020 initial public offering and consisting of one share of Live Oak Class A common stock and one-third (1/3) of one warrant to purchase one share of Live Oak Class A common stock at an exercise price of $11.50 per share, were separated into one share of Common Stock and one-third (1/3) of one warrant to purchase one share of Common Stock at an exercise price of $11.50 per share (the “Public Warrants”); • 4,666,667 private placement warrants, issued to the Sponsor in connection with Live Oak’s December 2020 initial public offering (the “Private Placement Warrants”), each exercisable for one share of Class A common stock of Live Oak at an exercise price of $11.50 per share, were automatically converted into warrants to purchase one share of the Company’s Class A Common Stock at an exercise price of $11.50 per share and otherwise on substantially identical terms to the Public Warrants; and • the Company issued an aggregate of 17,300,000 shares of Common Stock to the PIPE Investors pursuant to the closing of the PIPE. As a result of the foregoing Transactions (including the redemptions described above), as of the Closing Date and immediately following the completion of the Merger and the PIPE, the Company had the following outstanding securities: • 117,733,507 shares of Common Stock; • options to acquire an aggregate of 11,276,706 shares of Common Stock; • RSUs to acquire an aggregate of 4,525,344 shares of Common Stock; and • 8,433,333 Public Warrants and 4,666,667 Private Placement Warrants, each exercisable for one share of Common Stock at a price of $11.50 per share. Basis of Presentation The accompanying consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The consolidated financial statements include the accounts of the Company, its wholly owned or majority-owned subsidiaries and entities in which the Company is deemed to have a direct or indirect controlling financial interest based on either a variable interest model or voting interest model. All intercompany transactions and balances have been eliminated in consolidation. The Business Combination was accounted for as a reverse recapitalization, in accordance with GAAP. Under this method of accounting, although Live Oak issued shares for outstanding equity interests of Legacy Navitas in the Business Combination, Live Oak was treated as the “acquired” company for financial reporting purposes. Accordingly, the Business Combination was treated as the equivalent of Legacy Navitas issuing stock for the net assets of Live Oak, accompanied by a recapitalization. The net assets of Live Oak were stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination are those of Navitas. For all periods presented, unless stated otherwise, references to Legacy Navitas common shares and options for common shares outstanding before the Closing and related per share amounts have been retroactively restated to give effect to the reverse recapitalization, specifically, the Exchange Ratio of 1.0944 shares to 1 at Closing. References to share quantities for Legacy Navitas convertible preferred stock and warrants related to balances or activity before the Closing reflect the historical quantities and are not adjusted for the Exchange Ratio. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. On an ongoing basis, management evaluates the assumptions used in making estimates, including those related to (i) the collectability of accounts receivable; (ii) write-down for excess and obsolete inventory; (iii) warranty obligations; (iv) the value assigned to and estimated useful lives of long-lived assets; (v) the realization of tax assets and estimates of tax liabilities and tax reserves; (vi) recoverability of intangible assets; (vii) the computation of share-based compensation; (viii) accrued compensation and other expenses; and (ix) the recognition of revenue. These estimates are based on historical data and experience, as well as various other factors that management believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. The Company engages third-party valuation specialists to assist with estimates related to the valuation of stock options, restricted common stock awards, Earnout Shares and warrants. Such estimates often require the selection of appropriate valuation methodologies and models, and significant judgment in evaluating ranges of assumptions and financial inputs. Actual results could differ from those estimates. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS | SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS Significant Accounting Policies and Estimates Segment Reporting The Company is organized and operates as one reportable segment, the design, development, manufacture and marketing of integrated circuits and related components for use primarily in mobile device and other markets. The Company’s chief operating decision maker, the Chief Executive Officer, reviews financial information presented on a consolidated basis for purposes of making operating decisions and assessing financial performance. Revenue Recognition The Company recognizes revenue under the core principle of depicting the transfer of control to the Company’s customers in an amount reflecting the consideration to which the Company expects to be entitled. In order to achieve that core principle, the Company applies the following five-step approach: (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when a performance obligation is satisfied. Product revenues consist of sales to distributors, original equipment manufacturers, or OEMs, and merchant power supply manufacturers. The Company considers customer purchase orders, which in some cases are governed by master sales agreements, to be the contracts with a customer. In situations where sales are to a distributor, the Company has concluded that its contracts are with the distributor as the Company holds a contract bearing enforceable rights and obligations only with the distributor. As part of its consideration of the contract, the Company evaluates certain factors including the customer’s ability to pay (or credit risk). If the Company concludes that the customer has the ability to pay, a contract has been established. For each contract, the Company considers the promise to transfer products, each of which is distinct, to be the identified performance obligations. In determining the transaction price the Company evaluates whether the price is subject to refund or adjustment to determine the net consideration to which the Company expects to be entitled. As the Company’s standard payment terms are less than one year, the Company has elected the practical expedient to not assess whether a contract has a significant financing component. The Company has entered into warrant agreements for preferred and common stock with certain investors who are downstream users of the Company’s products. The Company considers the warrants, which are subject to the achievement of revenue-based performance incentives, to be a form of consideration payable to customers. Accordingly, any value attributable to the warrants is accounted for as a reduction of the transaction price. The Company allocates the transaction price to each distinct performance obligation based on their relative standalone selling price. The product price as specified on the purchase order is considered the standalone selling price as it is an observable input which depicts the price as if sold to a similar customer in similar circumstances. Revenue is recognized when control of the product is transferred to the customer (i.e., when the Company’s performance obligation is satisfied), which typically occurs at shipment. Further, in determining whether control has transferred, the Company considers if there is a present right to payment and legal title, along with risks and rewards of ownership having transferred to the customer. When the Company receives orders for products to be delivered over multiple dates that may extend across several reporting periods, the Company invoices for each delivery upon shipment and recognizes revenues for each distinct product delivered. The Company has also elected the practical expedient to expense commissions when incurred as the amortization period of the commission asset the Company would have otherwise recognized is less than one year. Sales to international customers that are shipped from the Company’s or its vendor’s facility outside of the United States are pursuant to EX Works, or EXW, shipping terms, meaning that control of the product transfers to the customer upon shipment from the Company’s or its vendors’ foreign warehouse. Sales to most distributors are made under terms allowing certain limited rights of return (known as “stock rotation”) of the Company’s products held in their inventory or upon sale to their end customers. Revenue from sales to distributors is recognized upon the transfer of control to the distributor. Stock rotation rights grant the distributor the ability to return certain specified amounts of inventory. Stock rotation adjustments are a form of variable consideration and are estimated using the expected value method based on historical return rates. Historically, distributor stock rotation adjustme nts have been insignificant. The Company generally provides an assurance warranty that its products will substantially conform to the published specifications for twelve months from the date of shipment. The Company’s liability is limited to either a credit equal to the purchase price or replacement of the defective part. Returns under warranty have historically not been material. As such, the Company does not record a specific warranty reserve. Revenue received from customers in advance of the Company shipping the related product is considered a contract liability and is included in deferred revenue on the Company’s consolidated balance sheets. Inventory Inventory (which consist of costs associated with the purchases of wafers from offshore foundries and of packaged components from offshore assembly manufacturers, as well as internal labor and overhead, including depreciation and amortization, associated with the testing of both wafers and packaged components) are stated at the lower of cost (first-in, first-out) or market. The Company periodically reviews inventory for potential obsolescence based upon an aging analysis of the inventory on hand, specifically known inventory-related risks, and assumptions about future demand and market conditions. Inventory items determined to be impaired are reduced to their net realizable values. Stock-based compensation The Company measures and recognizes compensation expense for all stock-based awards based on the grant date fair value of the awards. The Company recognizes compensation expense over the requisite service period in the consolidated statements of operations for restricted stock awards. The fair value of restricted stock unit grants is typically determined using the Monte Carlo simulation method. The fair value of stock option awards to employees and to non-employees with service based vesting conditions is estimated using the Black-Scholes option pricing model. The value of an award is recognized as expense over the requisite service period in the consolidated statements of operations. The option pricing model requires management to make assumptions and to apply judgment in determining fair value of the awards. The most significant assumptions and judgments include the expected volatility, risk-free interest rate, expected dividend rate and expected term of the award. The expected volatility of the awards is typically based on historical volatility of selected public companies within the Company’s industry. The risk-free interest rate is based on the implied yield currently available on U.S. Treasury notes with term approximately equal to the expected term of the awards. The expected dividend rate is zero as the Company currently has no history or expectation of cash dividends on its common stock. The Company has adopted the practical expedient for determining the expected term of stock option awards, which is the midpoint between the end of the vesting term and the expiration of the award. The Company has elected to account for forfeitures as they occur. The Company elected to treat share-based payment awards with graded vesting schedules and time-based service conditions as a single award and recognize compensation expense on a straight-line basis over the requisite service period. Debt issuance costs and debt discounts The Company records debt issuance costs and debt discounts, net of accumulated amortization, as direct deductions from the principal balance of its long-term debt to which they relate. Amortization is reported as a component of interest expense and is computed using the effective interest method. Income Taxes Current income tax expense is an estimate of current income taxes payable or refundable in the current fiscal year based on reported income before income taxes. Deferred income taxes reflect the effect of temporary differences and carry-forwards that are recognized for financial reporting and income tax purposes. The Company recognizes deferred tax assets and liabilities based on the differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, utilizing the tax rates that are expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The Company recognizes valuation allowances to reduce any deferred tax assets to the amount that it estimates will more likely than not be realized based on available evidence and management’s judgment. In the event that the Company determines, based on available evidence and management judgment, that all or part of the net deferred tax assets will not be realized in the future, it would record a valuation allowance in the period the determination is made. In addition, the calculation of tax liabilities involves significant judgment in estimating the impact of uncertainties in the application of complex tax laws. Resolution of these uncertainties in a manner inconsistent with the Company’s expectations could have a material impact on the Company’s results of operations and financial position. The Company has no unrecognized tax benefits at December 31, 2021 and 2020. The Company’s federal and state income tax returns since inception are open and management continually evaluates expiring statutes of limitations, audits, proposed settlements, changes in tax law and new authoritative rulings. When necessary, the Company recognizes interest and penalties associated with tax matters as part of the income tax provision and includes accrued interest and penalties with the related tax liability in the balance sheet. The Company had no accrued interest and penalties at December 31, 2021 and 2020. Accounts receivable Accounts receivable are reported as the amount management expects to collect from outstanding balances. Management performs an analysis of the current status of each individual customer account to determine the appropriate level for the allowance for doubtful accounts. Balances that are still outstanding after management has used reasonable collection efforts are written off against the allowance for doubtful accounts. As of December 31, 2021 and 2020, all receivables were considered collectible. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The 8,433,333 warrants issued in connection with Live Oak’s Initial Public Offering (the “Public Warrants”), the 4,666,667 Private Placement Warrants and the Earnout Shares associated with Vested Shares are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments and earnout shares as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised. The Public Warrant quoted market price was used as the fair value for the Public Warrants and the Private Placement Warrants as of each relevant date. The Earnout shares were valued using a Monte Carlo analysis. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of significant current assets or require the creation of current liabilities. Intangible Assets Long-lived assets, such as property and equipment and intangible assets with finite lives, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Cash and Cash Equivalents The Company considers cash invested in highly liquid financial instruments with maturities of three months or less at the date of purchase to be cash equivalents. At December 31, 2021, 2020 and 2019, cash, cash equivalents and restricted cash per the statements of cash flows was as follows: 2021 2020 2019 Cash and cash equivalents $ 268,252 $ 38,869 $ 5,970 Restricted cash — — 148 Total cash, cash equivalents and restricted cash $ 268,252 $ 38,869 $ 6,118 Restricted Cash As of December 31, 2019, the Company had a lease which was secured by a $148 letter of credit. The letter of credit was secured by cash held in custody by a financial institution and was restricted as to withdrawal or use. As of December 31, 2021 and December 31, 2020, the letter of credit was no longer outstanding. Stock Subject to Possible Redemption We account for common and preferred stock subject to possible redemption in accordance with the accounting guidance applicable to distinguishing liabilities from equity. Stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable stock (including preferred stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common and preferred stock is classified as stockholders’ equity. The Company’s preferred stock outstanding before consummation of the Business Combination featured certain redemption rights considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at December 31, 2020, all of the Company’s preferred stock was considered subject to possible redemption and was presented as temporary equity, outside of the stockholders’ equity section of our balance sheet. The preferred stock outstanding was converted to common stock at the Closing and is no longer outstanding as of December 31, 2021. Foreign Currency Risk and Foreign Currency Translation As of December 31, 2021, the Company’s primary transactional currency was U.S. dollars. Gains and losses arising from the remeasurement of non-functional currency balances are recorded in selling, general and administrative expenses in the accompanying consolidated statements of operations. The Company realized a foreign exchange transaction net loss of $129 and $15 in 2021 and 2020, respectively. The functional currencies of the Company’s non-U.S. subsidiaries are the local currencies. Accordingly, all assets and liabilities are translated into U.S. dollars at the current exchange rates as of the applicable balance sheet date. Revenues and expenses are translated at the average exchange rate prevailing during the period. Cumulative gains and losses from the translation of the foreign subsidiaries’ financial statements have been included in stockholders’ equity as a component of accumulated comprehensive income (loss). Advertising Advertising costs, which are included in selling, general and administrative expenses, are expensed as incurred and amounted to $348 and $371 in 2021 and 2020, respectively. Research and Development Costs related to research, design, and development of our products are expensed as incurred. Research and development expense consists primarily of pre-production costs related to the design and development of our products and technologies, including costs related to contracted non-recurring engineering services. These expenses include employee compensation, benefits and related costs of sustaining our engineering teams, project material costs, third party fees paid to consultants, prototype development expenses, and other costs incurred in the product and technology design and development processes. Emerging Growth Company On April 5, 2012, the JOBS Act was signed into law. The JOBS Act contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We qualify as an “emerging growth company” under the JOBS Act and are allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We elected to delay the adoption of new or revised accounting standards and, as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates. Recent Accounting Developments Leases In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) (“ASU 2016-02”), whereby lessees will be required to recognize for all leases at the commencement date a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. A modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the consolidated financial statements must be applied. The modified retrospective approach would not require any transition accounting for leases that expired before the earliest comparative period presented. The FASB issued Accounting Standards Updates 2019-10 and ASU 2020-05, which changed some effective dates for ASU 2016-02 on leasing. After applying ASU 2019-10 and 2020-05, ASU 2016-02 is effective for annual periods beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. The adoption of the new standard is expected to result in the recognition of lease liabilities and right-of-use assets as of January 1, 2022. The Company is currently evaluating the impact of the new standard on its consolidated financial statements and related disclosures. Credit Losses In June 2016, the FASB amended guidance related to impairment of financial instruments as part of ASU 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , which replaces the incurred loss impairment methodology with an expected credit loss model for which a company recognizes an allowance based on the estimate of expected credit loss. This ASU requires entities to measure the impairment of certain financial instruments, including accounts receivable, based on expected losses rather than incurred losses. For non-public business entities, this ASU is effective for fiscal years beginning after December 15, 2022, with early adoption permitted, and will be effective for the Company beginning in 2023. The Company is currently evaluating the impact of the new standard on the Company’s consolidated financial statements and related disclosures. |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | PROPERTY AND EQUIPMENT, NET At December 31, 2021 and 2020, property and equipment, net consist of the following: 2021 2020 Furniture and fixtures $ 265 $ 164 Computers and other equipment $ 3,116 $ 1,591 Leasehold improvements $ 577 $ 135 $ 3,958 $ 1,890 Accumulated depreciation $ (1,656) $ (1,168) Total $ 2,302 $ 722 For the years ended December 31, 2021 and 2020, depreciation expense was $410 and $344, respectively, and was determined using the straight-line method over the following estimated useful lives: Furniture and fixtures 3 — 7 years Computers and other equipment 2 — 5 years Leasehold improvements 2 — 5 years |
INVENTORY
INVENTORY | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
INVENTORY | INVENTORY Inventory consists of the following: December 31, 2021 December 31, 2020 Raw materials $ 60 $ 1,042 Work-in-process 9,945 1,991 Finished goods 1,973 371 Total $ 11,978 $ 3,404 |
FAIR VALUE of FINANCIAL ASSETS
FAIR VALUE of FINANCIAL ASSETS AND LIABILITIES | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE of FINANCIAL ASSETS AND LIABILITIES | FAIR VALUE of FINANCIAL ASSETS AND LIABILITIES The accounting guidance on fair value measurements clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the guidance establishes a three-tier value hierarchy, which prioritizes the inputs used in measuring fair value as follows: (Level 1) observable inputs such as quoted prices for identical assets in active markets; (Level 2) inputs other than the quoted prices in active markets that are observable either directly or indirectly; and (Level 3) unobservable inputs in which there is little or no market data, which requires the Company to develop its own assumptions. This hierarchy requires the Company to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. The short-term nature of the Company’s cash and cash equivalents, accounts receivable, debt and current liabilities causes each of their carrying values to approximate fair value for all periods presented. The following table presents the Company’s fair value hierarchy for financial assets and liabilities as of December 31, 2021 : Level 1 Level 2 Level 3 Total Liabilities: Public warrants $ 52,361 $ 52,361 Private warrants 29,027 29,027 Earnout liability 134,173 134,173 Total $ 52,361 $ 29,027 $ 134,173 $ 215,561 The liability for the Private Warrants is a level 2 valuation because there is no active market. The Company did not transfer any investments between level 1 and level 2 of the fair value hierarchy in the years ended December 31, 2021 and 2020. |
DEBT OBLIGATIONS
DEBT OBLIGATIONS | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
DEBT OBLIGATIONS | DEBT OBLIGATIONS On April 29, 2020, the Company entered into a loan and security agreement with a new bank (the “Term Loan”), which provides for term advances up to $8,000. The loan is divided into three term advances, First Term Advance, Second Term Advance and Third Term Advance. The First Term Advance has a maximum available amount of $6,000. The Second Term Advance has a maximum available amount of $1,000 and is subject to the Company receiving aggregate net proceeds from Series B-2 Preferred Stock of $29,800 by no later than September 30, 2020. The Third Term Advance has a maximum available amount of $1,000 and is subject to the Company receiving aggregate net proceeds from Series B-2 Preferred Stock of $39,900 by no later than September 30, 2020. The Term Loan bears interest at a rate equal to the greater of (i) US Prime Rate plus 0.75% and (ii) 4% and is collateralized by all assets of the Company. As of December 31, 2021 and 2020 , the interest rate was 4%. The loan is payable in monthly installments beginning September 1, 2021 with a final maturity date of January 1, 2024. Concurrent with the execution of the Term Loan, the Company paid off the outstanding principal balance and accrued interest on its then-existing long-term debt ( which bore interest at 5% at December 31, 2019) with a different bank, fully satisfying its obligations. On August 1, 2021, the Company drew down $2,000, the maximum available amount under the Second Term Advance and Third Term Advance. In connection with execution of the Term Loan, the Company issued warrants to the bank (see Note 11). The fair value of the warrants at the date of issuance was $16 and was recorded as debt discount, subject to amortization using the effective interest rate method over the term of the loan. Amortization of debt discount and issuance costs for the years ended December 31, 2021 and 2020 was $12 and $8, respectively. Amortization of debt discount and issuance costs includes the write-off of unamortized costs as of the date that the prior term loan was extinguished in 2020. The following is a summary of the carrying value of long-term debt as of December 31, 2021 and 2020: 2021 2020 Note payable $ 6,933 $ 6,000 Less: Current portion (3,200) (1,000) Less: Debt discount and issuance costs (17) (29) Note payable, net of current portion $ 3,716 $ 4,971 As of December 31, 2021, future scheduled principal payments of debt obligations were as follows: Fiscal Year 2022 $ 3,200 2023 3,200 2024 533 2025 — 2026 — Thereafter — Total $ 6,933 |
SHARE BASED COMPENSATION
SHARE BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
SHARE BASED COMPENSATION | SHARE BASED COMPENSATION: Equity Incentive Plans The 2020 Equity Incentive Plan, initially adopted by the Company’s board of directors on August 5, 2020 as an amendment and restatement of the 2013 Equity Incentive Plan (“2013 Plan”), was amended and restated at the Closing of the Business Combination as the Amended and Restated Navitas Semiconductor Limited 2020 Equity Incentive Plan (the “2020 Plan”). The 2020 Plan provides for the grant of incentive stock options, non-statutory stock options, restricted stock awards, restricted stock unit (RSU) awards, stock appreciation rights, and other stock awards to employees, directors and consultants. Pursuant to the 2020 Plan, the exercise price for incentive stock options and non-statutory stock options is generally at least 100% of the fair market value of the underlying shares on the date of grant. Options generally vest over 48 months measured from the date of grant. Options generally expire no later than ten years after the date of grant, subject to earlier termination upon an optionee’s cessation of employment or service. Under the terms of the 2020 Plan, the Company is authorized to issue 18,899,285 shares of common stock pursuant to awards under the 2020 Plan. As of October 19, 2021, the Company has issued an aggregate of 11,276,706 stock options and non-statutory options to its employees and consultants and 4,525,344 shares of restricted stock to employees, directors and consultants under the 2020 Plan. No awards have or will be issued under the 2020 Plan after October 19, 2021. Shares of Common Stock subject to awards under the 2020 Plan that are forfeited, expire or lapse after October 19, 2021 will become authorized for issuance pursuant to awards under the 2021 Plan (as defined below). The Navitas Semiconductor Corporation 2021 Equity Incentive Plan (the “2021 Plan”) was adopted by the Company’s board of directors on August 17, 2021 and adopted and approved by the Company’s stockholders at the Special Meeting on October 12, 2021. Under the terms of the 2021 Plan, the Company is authorized to issue, pursuant to awards granted under the 2021 Plan, (a) up to 16,334,527 shares of Common Stock; plus (b) up to 15,802,050 shares of Common Stock subject to awards under the 2020 Plan that are forfeited, expire or lapse after October 19, 2021; plus (c) an annual increase, effective as of the first day of each fiscal year up to and including January 1, 2031, equal to the lesser of (i) 4% of the number of shares of Common Stock outstanding as of the conclusion of the Company’s immediately preceding fiscal year, or (ii) such amount, if any, as the board of directors may determine. As of December 31, 2021, the Company has issued 6,500,000 non-statutory stock options under the 2021 Plan. Stock-Based Compensation At the Closing of the Business Combination on October 19, 2021, Legacy Navitas’ outstanding vested and unvested share-based compensation awards (as such terms are defined below) were converted into equity, RSUs or options in the Company at a ratio of 1.0944 to 1 share (the “Exchange Ratio”). Share and per share information below has been converted from historical disclosures based on the Exchange Ratio. The Company recognizes the fair value of stock-based compensation in its financial statements over the requisite service period of the individual grants, which generally equals a four-year vesting period. The Company uses estimates of volatility, expected term, risk-free interest rate and dividend yield in determining the fair value of these awards and the amount of compensation expense to recognize. The Company uses the straight-line method to amortize stock awards granted over the requisite service period of the award, which may be explicit or derived, unless market or performance conditions result in a graded attribution. The following table summarizes the stock-based compensation expense recognized for the years ended December 31, 2021 and 2020: Year Ended Years ended December 31, (In thousands) 2021 2020 Cost of revenues $ 163 $ 331 Research and development $ 6,624 $ 477 Selling, general and administrative $ 34,617 $ 219 Total stock-based compensation expense $ 41,404 $ 1,027 Stock Options Generally, stock options granted under the Plans have 10 year terms and vest 1/4th on the anniversary of the vesting commencement date and 1/48th monthly thereafter. Stock options with performance vesting conditions begin to vest upon achievement of the performance condition. Expense is recognized beginning in the period in which performance is considered probable. The fair value of incentive stock options and non-statutory stock options issued was estimated using the Black-Scholes model with the following weighted-average assumptions used during the years ended December 31, 2021 and 2020: Year Ended December 31, 2021 2020 Risk-free interest rates 0.42 % 0.42 % Expected volatility rates 44 % 44 % Expected dividend yield — % — % Expected term (in years) 6 6 Weighted-average grant date fair value of options $ 0.48 $ 0.48 A summary of stock options outstanding as of December 31, 2021, and activity during the two years then ended, is presented below: Shares Weighted- Weighted- Outstanding at December 31, 2019 9,932 $ 0.17 7.9 Granted 4,359 1.06 Exercised (205) 0.13 Forfeited or expired (1,105) 0.17 Outstanding at December 31, 2020 12,981 $ 0.47 7.8 Granted 208 1.06 Exercised (1,611) 0.16 Forfeited or expired (81) 0.89 Cancelled (244) $ 0.72 Outstanding at December 31, 2021 11,253 $ 0.51 6.8 Vested and Exercisable at December 31, 2021 7,519 $ 0.32 6.3 A summary of unvested stock options outstanding as of December 31, 2021, and activity during the two years then ended, is presented below: Shares Weighted Unvested options outstanding at December 31, 2019 5,575 $ 0.07 Granted 4,359 0.44 Vested (2,333) 0.10 Forfeited or expired (1,105) 0.07 Unvested options outstanding at December 31, 2020 6,496 0.30 Granted 208 0.44 Vested (2,740) 0.23 Forfeited or expired (81) 0.37 Cancelled (148) $ 0.44 Unvested options outstanding at December 31, 2021 3,735 $ 0.36 During the years ended December 31, 2021 and 2020, the Company recognized $637 and $413, respectively, of stock-based compensation expense for the vesting of outstanding stock options, excluding $63 related to the LTIP Options described below. At December 31, 2021, unrecognized compensation cost related to unvested awards totaled $1,198. The weighted-average period over which this remaining compensation cost will be recognized is 1.7 years. Long-term Incentive Plan Stock Options The Company awarded a total of 6,500,000 performance stock options (“LTIP Options”) to certain members of senior management on December 29, 2021 pursuant to the 2021 Plan. These non-statutory options are intended to be the only equity awards for the recipients over the duration of the performance period. The options vest in increments subject to achieving certain performance conditions, including ten share price hurdles ranging from $15 to $60 per share, coupled with revenue and EBITDA targets, measured over a seven year performance period and expire on the tenth anniversary of the grant date. The options have an exercise price of $15.51 per share and the average fair value on the grant date was $6.05 based on the Black-Scholes model and a Monte Carlo simulation incorporating 100,000 scenarios. The valuation model utilized the following assumptions: Risk-free interest rate 1.47 % Expected volatility rates 42.48 % Expected dividend yield 0.00 % Cost of equity (for derived service period) 13.71 % Weighted-average grant date fair value of options $ 6.05 The Company recognized $63 of stock-based compensation expense for the year ended December 31, 2021 and expects to recognize in excess of $39,000 of share based compensation expense in future periods if all of the performance conditions are met. Restricted Common Stock In 2020, the Company awarded 531,834 common shares to an investor as consideration for consulting services. The Company recognized $282 and $282 of stock-based compensation expense for vesting during the years ended December 31, 2021 and 2020, respectively, based on grant date fair value per share of $1.06. As of December 31, 2021, the awards were fully vested. Rescinded Common Stock Awards On February 12, 2021, certain members of senior management entered into amended employment agreements, which provided for the right to purchase restricted Legacy Navitas common shares at $0.29 per share. These restricted shares were to vest over terms of up to four years, subject to various performance conditions. The purchases were funded with full recourse promissory notes bearing interest at rates ranging from 0.48% to 0.56% per annum. The share purchase agreements and related promissory notes were based on an initial grant date value of $0.29 per share based on a valuation report obtained from a third party, however, the Company later determined that the appropriate fair value at the date of grant was $5.53 per share. Restricted common stock issued at prices below fair value are recognized in compensation expense over the vesting term based on fair value at grant. On May 26, 2021, the Navitas Board and certain executives jointly decided to rescind the restricted stock awards granted to these executives on February 12, 2021, as well as the associated recourse promissory notes and the amendment to the executives’ employment agreements and the Company agreed to indemnify the executives from any personal tax consequences related to the rescission of these awards. As a result, the Company recognized $12,330 of additional stock-based compensation expense in the financial statements during the three months ended June 30, 2021. Such amount represents the recognition of compensation expense related to the unrecognized compensation cost at the rescission date. For the year ended December 31, 2021, the Company recognized compensation expense of $13,772 for restricted stock awards issued at prices below the grant date fair value of the awards. Restricted common stockholders are entitled to all of the rights of common stockholders. Disclosures above and in the table below regarding rescinded restricted shares have not been restated to give effect to the Exchange Ratio. Restricted Stock Units On August 25, 2021, the Company granted an aggregate of 4,135,000 Legacy Navitas RSU’s under the 2020 Plan to certain members of senior management pursuant to restricted stock unit agreements (collectively, the “RSU Agreements”). Each RSU represents the right to receive one share of common stock of the Company, subject to the vesting and other terms and conditions set forth in the RSU Agreements and the Plan. Up to 3,500,000 of these RSU awards vest in three equal installments over a three-year period subject to the occurrence of an IPO (which includes the Business Combination) and certain valuation targets, subject to an accelerated vesting schedule based on the satisfaction of certain stock price targets. Up to 500,000 RSUs vest on the six-month anniversary of the grant date, subject to the occurrence of an IPO and certain valuation targets. Up to 52,500 RSUs vest upon the occurrence of an IPO, while the remaining 82,500 RSUs vest as specified by an RSU Agreement over a period of approximately three years. As of October 19, 2021, the IPO performance condition had been met due to the Business Combination. A summary of restricted stock awards (“RSA”s) and RSUs outstanding as of December 31, 2021, and activity during the year then ended, is presented below: Restricted Common Stock Awards Shares Weighted-Average Weighted-Average Outstanding at December 31, 2020 — $ — $ — Granted 4,081 0.29 5.53 Vested — — — Forfeited — — — Rescinded (4,081) 0.29 5.53 Outstanding at December 31, 2021 — $ — $ — Restricted Stock Unit Awards Shares Weighted-Average Outstanding at December 31, 2020 — $ — Granted 4,525 9.62 Vested (57) 9.62 Forfeited — — Unvested and Outstanding at December 31, 2021 4,468 $ 9.62 Outstanding at December 31, 2021 4,525 $ 9.62 During the year ended December 31, 2021, the Company recognized $35,014 of stock-based compensation expense for the vesting of RSAs and RSUs. At December 31, 2021, unrecognized compensation cost related to unvested RSU awards totaled $24,311. The weighted-average period over which this remaining compensation cost is expected be recognized is 0.7 years. The Company implemented a stock-based bonus plan in 2021 and plans to settle accrued bonus liabilities of $2 million as of December 31, 2021 (included in accrued compensation expense liability on the balance sheet), by issuing a variable number of fully-vested restricted stock units to its employees in 2022. Based on the closing share price of the Company’s Class A Common Stock of $17.01 on December 31, 2021, approximately 117,578 shares would be issued, however the actual number of shares will be based on the share price at the date of settlement . Unvested Earnout Shares A portion of the earnout shares may be issued to individuals with unvested equity awards. While the payout of these shares require achievement of the Earn-out Milestones, the individuals are required to complete the remaining service period associated with these unvested equity awards to be eligible to receive the earnout shares. As a result, these unvested earn-out shares are equity-classified awards and have an aggregated grant date fair value of $19,136 (or $11.52 per share). During the year ended December 31, 2021, the Company recognized $5,244 of stock-based compensation expense for the vesting of earnout shares. At December 31, 2021, unrecognized compensation cost related to unvested earnout shares totaled $13,892. The weighted-average period over which this remaining compensation cost is expected be recognized is 0.7 years. |
WARRANT LIABILITY
WARRANT LIABILITY | 12 Months Ended |
Dec. 31, 2021 | |
Warrants and Rights Note Disclosure [Abstract] | |
WARRANT LIABILITY | WARRANT LIABILITY In connection with the closing of the Business Combination, holders of Live Oak Class A ordinary shares automatically received Class A Common Stock of the Company, and holders of Live Oak warrants automatically received 13,100,000 warrants of the Company with substantially identical terms (“the Warrants”). At the Closing, 8,433,333 Live Oak public warrants automatically converted into 8,433,333 warrants to purchase one share of the Company’s Class A Common Stock at $11.50 per share (the “Public Warrants”), and 4,666,667 Private Placement Warrants held by the Sponsor and certain permitted transferees, each exercisable for one Class A ordinary share of Live Oak at $11.50 per share, automatically converted into warrants to purchase one share of the Company’s Class A Common Stock at $11.50 per share with substantially identical terms as the Public Warrants. On February 4, 2022, the Company gave notice that it would redeem all of the Warrants, as further described below. The Warrants were exercisable only during the period commencing December 7, 2021 (12 months after the consummation of Live Oak’s initial public offering) and ending on the earlier of October 19, 2026 (five years after the Closing of the Business Combination) or, in the event of redemption, the corresponding redemption date. The Company had the right to redeem not less than all of the outstanding Public Warrants on 30 days’ notice, at a redemption price of $0.01 per Warrant, if the reported closing price of the Common Stock was at least $18.00 per share for any 20 of 30 trading days ending three three three ers of Warrants subject to redemption would have the right to exercise their Warrants on a “cashless” basis, whereby they would receive a fractional number of shares of Common Stock per Warrant exercised before the redemption date, based on the volume weighted average price of the Common Stock for the 10 trading days following notice of redemption (the “Redemption Fair Market Value”) and the time period between the redemption date and the original expiration of the Warrants in the absence of redemption. On February 4, 2022, the Company issued a notice of redemption that it would redeem, at 5:00 p.m. New York City time on March 7, 2022 (the “ Redemption Date ”), all of the Company’s outstanding Public Warrants and Private Placement Warrants to purchase shares of the Company’s Class A Common Stock that were governed by the Warrant Agreement, dated as of December 2, 2020 (the “ Warrant Agreement ”), between the Company and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agent”), at a redemption price of $0.10 per Warrant (the “ Redemption Price ”). On February 22, 2022, the Company issued a notice that the “Redemption Fair Market Value,” determined in accordance with the Warrant Agreement based on the volume weighted average price of the Common Stock for the 10 trading days immediately following the date on which notice of redemption was sent, was $10.33 and, accordingly, that holders exercising Warrants on a “cashless” basis before the Redemption Date would receive 0.261 shares of Common Stock per Warrant exercised. The Warrants were exercisable by their holders until immediately before 5:00 p.m. New York City time on the Redemption Date, either (i) on a cash basis, at an exercise price of $11.50 per share of Common Stock, or (ii) on a “cashless” basis in which the exercising holder would receive 0.261 shares of Common Stock per Warrant exercised. Between December 7, 2021 (the date the Warrants became exercisable) and the Redemption Date, an aggregate of 12,722,773 Warrants were exercised (including 17,785 on a cash basis and 12,704,988 on a “cashless” basis); an aggregate of 3,333,650 shares of Common Stock were issued upon exercise of the Warrants (including 17,785 shares in respect of cash exercises and 3,315,865 shares in respect of “cashless” exercises). A total of 377,187 Warrants remained outstanding and unexercised at the Redemption Date and were redeemed for an aggregate Redemption Price of $38. The Company has reviewed the terms of warrants to purchase its Class A common stock to determine whether warrants should be classified as liabilities or stockholders’ equity in its consolidated balance sheet. In order for a warrant to be classified in stockholders’ equity, the warrant must be (a) indexed to the Company’s equity and (b) meet the conditions for equity classification in ASC 815-40, Derivatives and Hedging - Contracts in an Entity’s Own Equity . If a warrant does not meet the conditions for equity classification, it is carried on the consolidated balance sheet as a warrant liability measured at fair value, with subsequent changes in the fair value of the warrant recorded in the statement of operations as change in fair value of warrants in Other income (expense), net . The Company determined that all warrants are required to be carried as a liability in the consolidated balance sheet at fair value, with changes in fair value recorded in the consolidated statement of operations. At the closing of the Business Combination on October 19, 2021, the warrants had an initial fair value of $35,763, which was recorded as liability and a reduction to additional paid in capital in the consolidated balance sheet. As of December 31, 2021, the warrants had an aggregate fair value of $81,388, which resulted in a loss of $45,625 due to the increase in the fair value of the warrant liability subsequent to the Closing date. The following table is a summary of the number of shares of the Company’s Class A common stock issuable upon exercise of warrants outstanding at December 31, 2021: Number of Shares Exercise Price Redemption Price Expiration Date Initial Fair Value Public Warrants 8,418,232 $ 11.50 $ 18.00 October 19, 2026 $ 23,023 Private Warrants 4,666,667 $ 11.50 $ 18.00 October 19, 2026 12,740 |
EARNOUT LIABILITY
EARNOUT LIABILITY | 12 Months Ended |
Dec. 31, 2021 | |
Warrants and Rights Note Disclosure [Abstract] | |
EARNOUT LIABILITY | EARNOUT LIABILITY Certain of the Company’s stockholders are entitled to receive up to 10,000,000 Earnout Shares of the Company’s Class A common stock if the Earnout Milestones are met. The Earnout Milestones represents three independent criteria, which each entitles the eligible stockholders to 3,333,333 earn-out shares per milestone met. Each Earnout Milestone is considered met if at anytime 150 days following the Business Combination and prior to October 19, 2026, the volume weighted average price of the Company’s Class A common stock is greater than or equal to $12.50, $17.00 or $20.00 for any twenty trading days within any thirty trading day period, respectively. Further, the Earnout Milestones are also considered to be met if the Company undergoes a Sale. A Sale is defined as the occurrence of any of the following: (i) engage in a “going private” transaction pursuant to Rule 13e-3 under the Exchange Act or otherwise cease to be subject to reporting obligations under Sections 13 or 15(d) of the Exchange Act; (ii) Class A common stock cease to be listed on a national security exchange, other than for the failure to satisfy minimum listing requirements under applicable stock exchange rules; or (iii) change of ownership (including a merger or consolidation) or approval of a plan for complete liquidation or dissolution. These earnout shares have been categorized into two components: (i) the “Vested Shares” - those associated with stockholders with vested equity at the closing of the Business Combination that will be earned upon achievement of the Earnout Milestones and (ii) the “Unvested Shares” - those associated with stockholders with unvested equity at the closing of the Business Combination that will be earned over the remaining service period with the Company on their unvested equity shares and upon achievement of the Earnout Milestones . The Vested Shares are classified as liabilities in the consolidated balance sheet and the Unvested Shares are equity-classified share-based compensation to be recognized over time (see Note 7 - Share-based Compensation). The earnout liability was initially measured at fair value at the closing of the Business Combination and subsequently remeasured at the end of each reporting period. The change in fair value of the earn-out liability is recorded as part of Other income (expense), net in the consolidated statement of operations. The estimated fair value of the earnout liability was determined using a Monte Carlo analysis of 20,000 simulations of the future path of the Company’s stock price over the earnout period. The assumptions utilized in the calculation are based on the achievement of certain stock price milestones including projected stock price, volatility, and risk-free rate. The valuation model utilized the following assumptions: Risk-free interest rate 1.23 % Equity volatility rate 55.00 % |
SIGNIFICANT CUSTOMERS AND CREDI
SIGNIFICANT CUSTOMERS AND CREDIT CONCENTRATIONS | 12 Months Ended |
Dec. 31, 2021 | |
Risks and Uncertainties [Abstract] | |
SIGNIFICANT CUSTOMERS AND CREDIT CONCENTRATIONS | SIGNIFICANT CUSTOMERS AND CREDIT CONCENTRATIONS Customer Concentration Nearly all of the Company’s revenues are attributable to sales of the Company’s products to distributors of electronic components. These distributors sell the Company’s products to a range of end users, including OEMs and merchant power supply manufacturers. The following customers represented 10% or more of the Company’s net revenues for the respective years: Year ended December 31, Customer 2021 2020 Distributor A 15 % 31 % Distributor B * 21 Distributor C 21 16 Distributor D 19 13 Distributor E * 18 Distributor F 16 * * Total customer revenue was less than 10% of net revenues. No other customers accounted for 10% or more of the Company’s net revenues in the periods presented. Revenues by Geographic Area The Company considers the domicile of its end customers, rather than the distributors it sells to directly, to be the basis for attributing revenues from external customers to individual countries. Revenues for the twelve months ending December 31, 2021 and 2020, were attributable to end customers in the following countries: Year ended December 31, Country 2021 2020 China 74 % 86 % United States 18 7 Taiwan 3 3 Korea 5 2 All others — 2 Total 100 % 100 % Long-lived Assets Substantially all of the Company’s long-lived assets are located in the United States and the Philippines. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consisted principally of cash, cash equivalents and trade receivables. The Company maintains its cash and cash equivalents with high-credit quality financial institutions. At times, such amounts may exceed federally insured limits. The Company has not experienced any losses on cash or cash equivalents held at financial institutions. The Company does not have any off-balance-sheet credit exposure related to its customers. The following customers represented 10% or more of accounts receivable: As of December 31, Customer 2021 2020 Distributor A 44 % *% Distributor B 14 * Distributor C 14 * Distributor D * 55 Distributor E * 17 Distributor F * 17 * Total customer accounts receivable was less than 10% of net accounts receivables. No other customers accounted for 10% or more of the Company’s accounts receivable in the periods presented. Concentration of Supplier Risk The Company currently relies on a single foundry to produce wafers for GaN ICs. Loss of the relationship with this supplier could have a substantial negative effect on the Company. Additionally, the Company relies on a limited number of third-party subcontractors and suppliers for testing, packaging and certain other tasks. Disruption or termination of supply sources or subcontractors, including due to the COVID-19 pandemic or natural disasters such as an earthquake or other causes, could delay shipments and could have a material adverse effect on the Company. Although there are generally alternate sources for these materials and services, qualification of the alternate sources could cause delays sufficient to have a material adverse effect on the Company. A significant amount of the Company’s third-party subcontractors and suppliers, including third-party foundries that supply wafers for GaN ICs, are located in Taiwan. A significant amount of the Company’s assembly and test operations are conducted by third-party contractors in Taiwan and the Philippines. |
STOCKHOLDERS EQUITY (DEFICIT)
STOCKHOLDERS EQUITY (DEFICIT) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
STOCKHOLDERS EQUITY (DEFICIT) | STOCKHOLDERS EQUITY (DEFICIT) Common Stock As of December 31, 2021, the Company has 751,000,000 authorized shares of capital stock, each with a par value of $0.0001 per share, consisting of (a) 750,000,000 shares of common stock (the “Common Stock”), including (i) 740,000,000 shares of Class A Common Stock (the “Class A Common Stock”), and (ii) 10,000,000 shares of Class B Common Stock (the “Class B Common Stock”), and (b) 1,000,000 shares of preferred stock. As of December 31, 2021 163,114,238 shares of Class A Common Stock are issued and outstanding or reserved for potential issuance related to the exercise of stock options, the vesting of restricted common stock, the potential issuance of earnout shares and the exercise of warrants. Reverse Recapitalization The Business Combination was accounted for as a reverse recapitalization in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). Under the guidance in Accounting Standards Codifications (“ASC”) Topic 805, Navitas is treated as the “acquirer” for financial reporting purposes. As such, the Company is deemed the accounting predecessor of the combined business and is the successor registrant for U.S. Securities and Exchange Commission (“SEC”) purposes, meaning that the Company’s financial statements for previous periods will be disclosed in the registrant’s future periodic reports filed with the SEC. The most significant change in our reported financial position and results of operations was net cash proceeds of $298,054 from the merger transaction, which includes $173,000 in gross proceeds from the PIPE financing that was consummated in conjunction with the Business Combination. The increase in cash was offset by transaction costs incurred by Navitas in connection with the Business Combination of approximately $24,967. Substantially all of the transaction costs were paid as of December 31, 2021. The table below summarizes the shares of Class A common stock issued immediately after the closing of the Business Combination as well as the impact on the consolidated statement of stockholders’ equity as of October 19, 2021: Class A Common Stock Shares Par Amount Additional Paid in Capital PIPE and SPAC financing 117,733,507 $ 12 $ 298,054 Transaction expenses $ — $ (24,967) Conversion of redeemable preferred stock $ 109,506 Earnout liability $ — $ (96,069) Warrants liability $ — $ (35,763) Reverse recapitalization on October 19, 2021 117,733,507 $ 12 $ 250,761 Series B-2 convertible preferred stock During 2020, the Company amended its articles of incorporation and authorized the issuance of up to 24,027,913 shares of a new class of stock, Series B-2. The Company entered into Series B-2 purchase agreements with 13 investors for 18,198,891 shares of Series B-2 for an aggregate purchase price of $53,085. The Company incurred $706 of direct costs related to the issuance of Series B-2 shares, which is recorded as a reduction of the Series B-2 convertible preferred stock. All of the Series B-2 shares were converted to common shares at the Closing based on the Exchange Ratio. Preferred stock conversion rights Under the terms of the July 5, 2018 amended articles of incorporation, Series A, Series B, Series B-1 and Series B-2 shares (collectively, the “Preferred Stock”) are convertible into common stock at the option of the holders at any time after issuance. Preferred Stock shares are automatically converted upon the firm underwriting commitment for an initial public offering of aggregate proceeds not less than $100,000 or upon receipt by the Company of a conversion request by at least 60% of the outstanding Preferred Stock shares. The number of common units issuable upon conversion is determined based on original issuance price divided by the conversion price. The Series A conversion price is equal to the original issuance price of $1.05 per share, the Series B conversion price is equal to the original issuance price of $1.94 per share, the Series B-1 conversion price is equal to the original issuance price of $2.79 per share and the Series B-2 conversion price is equal to the original issuance price of $2.92 per share. The conversion prices may be adjusted downward if subsequent dilutive events occur such as an issuance of additional equity. The conversion prices cannot drop below $0.01 per share. All of the Company’s outstanding Preferred Stock was converted to common shares at the Closing based on the Exchange Ratio. Preferred stock distribution, redemption and liquidation preference Series A, Series B, Series B-1 and Series B-2 shareholders are entitled to an annual, noncumulative, dividend preference of $0.08, $0.15, $0.22 and $0.23 per share, respectively. Preferred shareholders are entitled to receive dividends, when, as and if declared by the Company’s Board of Directors. The Company has not declared or paid dividends since its inception. Dividends may be made to common stockholders after satisfying the Preferred Stock dividend preferences. Payment of dividends is made on a pro-rata basis in proportion to the number of shares held by each shareholder. In addition, the Preferred Stock can be redeemed by the holders upon certain events outside of the Company’s sole control, such as a Liquidation Event (as defined in the Company’s constitution), at the Liquidation Preference amount plus declared but unpaid dividends. As such, Preferred Stock is presented outside of permanent equity on the Company’s consolidated balance sheets. The preferred stock is recorded in the consolidated balance sheets at its original issuance less issuance costs. When and if a Liquidation Event becomes probable, the preferred stock will be adjusted to its redemption amount. Series A, Series B, Series B-1 and Series B-2 shareholders are entitled to a $1.05, $1.94, $2.79 and $2.92 per share liquidation preference, respectively, subject to adjustment for any declared but unpaid dividends. After satisfying the Preferred Stock liquidation preference, remaining assets will be distributed pro-rata to the holders of common stock in proportion to the number of shares held by each holder of common stock. In the case of a Liquidation Event, to the extent that assets available for liquidation are less than the amount necessary to satisfy the liquidation preference, assets will be liquidated on a pro-rata basis to the Preferred Stock shareholders in proportion to the number of Series A, Series B, Series B-1 and Series B-2 shares held by each holder of Preferred Stock. After satisfying the Preferred Stock liquidation preference, remaining assets will be distributed pro-rata to the holders of common stock in proportion to the number of shares held by each holder of common stock. Forward Purchase Agreement On October 6, 2021, Live Oak entered into a forward purchase agreement with ACM ARRT VII A LLC, an affiliate of Atalaya Capital Management LP (“ACM”), pursuant to which ACM had the right, but not the obligation, to purchase up to 3,000,000 shares of Class A Common Stock from shareholders who had redeemed shares, or indicated an interest in redeeming shares, prior to the closing of the Business Combination. The agreement provided for ACM to sell shares it purchased under the agreement to the Company on the second anniversary of the effective date of the agreement, at the redemption price in effect prior to Closing. ACM purchased 3,000,000 such shares and, immediately following the Closing, pursuant to the agreement, the Company paid to ACM the forward price of approximately $30 million. ACM also had the right to sell such shares to others during the two-year term, terminating the Company’s forward purchase obligations, and repaying to the Company a portion of the forward price, in amounts corresponding to the number of shares sold. ACM’s obligations under the agreement were secured by liens on the proceeds of any such sale or other disposition of such shares, and liens on a deposit account into which such proceeds were required to be deposited. On November 18, 2021, ACM notified the Company that it had sold 3,000,000 shares covered by the agreement. As a result, a total of approximately $30 million was remitted to the Company by ACM. Warrants Share and per share amounts below have not been adjusted to reflect the impact of the Exchange Ratio in the reverse recapitalization. The Company issued warrants in connection with its previously outstanding term loan agreement with a bank (see Note 6). Under the original term loan agreement, the Company issued 96,300 warrants in 2016 to the bank. These warrants are exercisable into Series A shares at a price of $1.05 per share and expire on February 16, 2026. In connection with the modification of the term loan agreement on March 6, 2018, the Company issued an additional 49,223 warrants to the bank. These warrants are exercisable into Series B shares at a price of $1.94 per share and expire on March 6, 2018. The warrants issued to the bank may be exercised through payment of cash or net share settlement. The warrants issued to the bank are automatically net share settled upon expiration, acquisition of the Company or an initial public offering (including the Business Combination). The warrants were exercised through net share settlement in 2021, prior to the Closing. On September 6, 2018, the Company issued 717,424 warrants to a potential customer. The warrants are exercisable into Series B-1 shares at a price of $2.79 per share and expire on January 31, 2020. The warrants vest based on purchases by the customer from January 1, 2019 through December 31, 2019. The warrants are exercisable through payment of cash. As of the date of grant and December 31, 2019, the Company has determined that it was not probable that the customer will make enough purchases to begin vesting, and, accordingly, no expense has been recognized. The warrants did not vest and were cancelled effective January 31, 2020. On September 7, 2018, the Company issued 215,227 warrants to an investor entity that is involved in generating sales for the Company. The warrants are exercisable into shares of common stock at a price of $0.22 per share and expire on September 7, 2023. The warrants vest based on sales generated by the investor entity through May 15, 2021. The warrants are exercisable through payment of cash or net share settlement. As of the date of grant and December 31, 2019, the investor entity had met the performance conditions for vesting of 21,522 warrants, and, accordingly, an expense amounting to $1 was recognized. The warrants vest and are automatically net share settled upon acquisition of the Company or an initial public offering (including the Business Combination). The remaining warrants vested in 2021 and were exercised for cash payment of $47 in the fourth quarter of 2021, prior to the Closing. On April 29, 2020, the Company issued warrants in connection with its loan and security agreement with a new bank. Pursuant to the agreement, the Company issued 30,000 warrants that are exercisable into Series B-2 Preferred Stock at a price of $2.92 per share and expire on April 30, 2030. The warrants issued to the bank may be exercised through payment of cash or net share settlement. The warrants are automatically net share settled upon expiration, acquisition of the Company or an initial public offering (including the Business Combination). The warrants were exercised through net share settlement in the fourth quarter of 2021, prior to the Closing. On December 16, 2020, the Company issued 548,523 warrants to an investor entity that is also an end-customer of the Company. Vested warrants are exercisable into shares of common stock at a price of $0.29 per share and expire on December 16, 2025. The warrants vest based on purchases (indirectly) by the investor entity through December 31, 2021. The warrants are exercisable through payment of cash or net share settlement. As of December 31, 2020, the Company determined it was probable the investor would achieve the performance threshold for vesting, consequently, the company began recognizing the vesting charge for the fair value of the warrants as a reduction of revenue in proportion to the revenue generated. The Company recognized contra-revenue in the amount of $163 and $331 for the years ended December 31, 2021 and 2020, respectively. The warrants were exercised through net share settlement in 2021, prior to the Closing. On December 29, 2020, the Company issued 342,827 warrants to an investor entity that is also an end-customer of the Company. Vested warrants are exercisable for shares of common stock at a price of $0.29 per share and expire on December 29, 2025. The warrants vest based on purchases (indirectly) by the investor entity through December 31, 2021. The warrants are exercisable through payment of cash or net share settlement. As of the date of grant and December 31, 2021, the Company determined that it was not probable the investor entity would meet the performance conditions for vesting of the warrants, and, accordingly, no expense was recognized as of December 31, 2021. The warrants did not vest by the end of the vesting period and thus expired effective December 31, 2021. The Company determined that all warrants issued should be classified as equity at the grant date fair value. The Company determined the grant date fair value using the Black-Scholes option pricing model. The weighted-average assumptions used in calculating the fair value of the warrants issued during the year ended December 31, 2020 are as follows: 2020 Expected dividend yield — Risk-free interest rate 0.21 % Expected life in years 2.5 Expected volatility 68 % Weighted-average fair value of warrants granted $ 0.85 |
LOSS PER SHARE
LOSS PER SHARE | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
LOSS PER SHARE | LOSS PER SHARE: Basic loss per share is calculated by dividing net loss by the weighted-average shares of common stock outstanding during the period. Diluted earnings per share are calculated by dividing net loss by the weighted-average shares of common stock and dilutive common equivalent shares outstanding during the period. Dilutive common equivalent shares included in this calculation consist of dilutive shares issuable upon the assumed exercise of outstanding common stock options, the assumed vesting of outstanding restricted stock units, the assumed issuance of awards for contingently issuable performance-based awards, as computed using the treasury stock method. A summary of the loss per share calculation is as follows: Year Ended December 31, (In thousands, except per share amounts) 2021 2020 Basic and diluted loss per common share: (1) Net loss $ (152,685) $ (19,044) Weighted-average common shares (2) 39,167 16,246 Basic and diluted loss per common share $ (3.90) $ (1.17) (1) The Company’s potentially dilutive securities, which include unexercised stock options, unvested shares, preferred shares and warrants for common and preferred shares, have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share. Therefore, the weighted average number of common shares outstanding used to calculate both basic and diluted net loss per share attributable to common shareholders is the same. The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share attributable to common shareholders for the periods indicated because including them would have had an antidilutive effect: Year Ended December 31, (In thousands) 2021 2020 Redeemable convertible preferred stock shares — 54,449 Warrants to purchase redeemable convertible preferred stock — 176 Warrants to purchase common shares 13,085 1,107 Earnout shares 10,000 — Unvested restricted stock units 2 4,525 — Stock options potentially exercisable for common shares 2 17,753 12,981 45,363 68,713 (2) Balances as of December 31, 2020 r etroactively restated to give effect to the October 19, 2021 reverse recapitalization. |
PROVISION FOR INCOME TAXES
PROVISION FOR INCOME TAXES | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
PROVISION FOR INCOME TAXES | PROVISION FOR INCOME TAXES: Income Taxes Deferred tax assets and liabilities are recognized based on the differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, utilizing the tax rates that are expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. U.S. and foreign components of income (loss) before income taxes were: Year Ended December 31, 2021 2020 U.S. operations $ (101,146) $ (14,084) Foreign operations $ (51,492) $ (4,955) Total loss before income taxes $ (152,638) $ (19,039) The components of the provision (benefit) for income taxes are as follows: Year Ended December 31, 2021 2020 Current provision (benefit): Federal $ — $ — State $ 19 $ 1 Foreign $ 28 $ 4 $ 47 $ 5 Deferred provision (benefit): Federal $ (8,362) $ (4,216) State $ (4,629) $ 2,285 Foreign $ — $ (1,237) Valuation allowance $ 12,991 $ 3,168 $ — $ — Total $ 47 $ 5 The provision (benefit) for income taxes differs from the amount that would result by applying the applicable federal income tax rate to income before income taxes, as follows: Year Ended December 31, 2021 2020 Provision computed at Federal statutory rate 21.0 % 21.0 % Change in valuation allowance (8.5) (17.2) Return to provision adjustments 1.0 (6.7) Foreign income tax rate and benefit 0.1 6.7 Effect of permanent differences 0.4 (0.2) Non-deductible expenses - mark to market liabilities (11.5) % — % Stock based compensation (5.5) % (0.5) % State tax, net of federal 2.7 0.2 Deferred tax asset and liability adjustment 0.4 (3.2) Other (0.1) (0.1) Total 0.0 % 0.0 % Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. At December 31, 2021 and 2020, deferred tax assets and liabilities consisted of the following: December 31, 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 28,052 $ 17,146 Benefit of tax credit carry-forwards $ 207 $ 207 Start up costs $ 2,009 $ 1,648 Other $ 2,367 $ 410 Valuation allowance $ (32,382) $ (19,392) $ 253 $ 19 Deferred tax liabilities: Depreciation $ (253) $ (19) $ (253) $ (19) Net deferred tax balance $ — $ — In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities and projected future taxable income. In the event that the Company determines, based on available evidence and management judgment, that all or part of the net deferred tax assets will not be realized in the future, the Company would record a valuation allowance in the period the determination is made. In addition, the calculation of tax liabilities involves significant judgment in estimating the impact of uncertainties in the application of complex tax laws. Resolution of these uncertainties in a manner inconsistent with the Company’s expectations could have a material impact on its results of operations and financial position. At December 31, 2021, the Company has approximately $100,147 of federal net operating loss (“NOL”) carryforwards and approximately $82,583 of State NOL carryforwards expiring in varying amounts through 2037, with the exception Federal NOLs arising from the years ended after December 31, 2017 that may be carried forward indefinitely. Realization of the NOL carryforwards is dependent on the Company generating sufficient taxable income prior to expiration of the NOL carryforwards and is also potentially subject to usage limitations due to changes in the Company’s ownership. As of December 31, 2021, the Company continues to maintain a valuation allowance as the Company believes that it is not more likely than not that the deferred tax assets will be fully realized. The transfer of intellectual property and other intangible assets by Navitas U.S. to Navitas Ireland in connection with the Restructuring was among entities within the same consolidated group for U.S. federal income tax purposes, and as a result, any gain or loss to Navitas U.S. is expected to be deferred for U.S. federal income tax purposes. The Company had no unrecognized tax benefits for the years ended December 31, 2021 or December 31, 2020. We recognize interest and penalties related to unrecognized tax benefits in operating expenses. No such interest and penalties were recognized during the years ended December 31, 2021 and 2020. |
COMMITMENTS and CONTINGENCIES
COMMITMENTS and CONTINGENCIES | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS and CONTINGENCIES | COMMITMENTS and CONTINGENCIES Lease commitments The Company leases its corporate offices and certain equipment under noncancellable operating leases expiring through September 2023. For the years ended December 31, 2021 and 2020, total rental expense under the operating leases that have initial or remaining lease terms in excess of one year is $1,255 and $859, respectively. Future minimum lease payments under all non-cancelable lease agreements as of December 31, 2021, are as follows: December 31, 2022 $ 966 2023 585 2024 170 2025 — 2026 — Thereafter — Total future minimum lease payments $ 1,721 Purchase Obligations At December 31, 2021, the Company had no non-cancelable purchase obligations that were due beyond one year. Employment agreements The Company has entered into agreements with certain employees to provide severance payments to the employees for termination for reasons other than cause, death or disability. Aggregate payments that would be required to be made in the event of termination under the agreements are approximately $1,443. At December 31, 2021 and 2020, no terminations have occurred or are expected to occur pursuant to these arrangements and, accordingly, no termination benefits have been accrued. Indemnifications The Company sells products to its distributors under contracts, collectively referred to as Distributor Sales Agreements (DSA). Each DSA contains the relevant terms of the contractual arrangement with the distributor, and generally includes certain provisions for indemnifying the distributor against losses, expenses, and liabilities from damages that may be awarded against the distributor in the event the Company’s products are found to infringe upon a patent, copyright, trademark, or other proprietary right of a third party (Customer Indemnification). The DSA generally limits the scope of and remedies for the Customer Indemnification obligations in a variety of industry-standard respects, including, but not limited to, limitations based on time and geography, and a right to replace an infringing product. The Company also, from time to time, has granted a specific indemnification right to individual customers. The Company believes its internal development processes and other policies and practices limit its exposure related to such indemnifications. In addition, the Company requires its employees to sign a proprietary information and inventions agreement, which assigns the rights to its employees’ development work to the Company. To date, the Company has not had to reimburse any of its distributors or end customers for any losses related to these indemnifications and no material claims were outstanding as of December 31, 2021. For several reasons, including the lack of prior indemnification claims and the lack of a monetary liability limit for certain infringement cases, the Company cannot determine the maximum amount of potential future payments, if any, related to such indemnifications. Legal proceedings and contingencies From time to time in the ordinary course of business, the Company may become involved in lawsuits, or end customers and distributors may make claims against the Company. The Company makes a provision for a liability when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. The Company is not currently subject to any pending actions or regulatory proceedings that either individually or in the aggregate are expected to have a material impact on its consolidated financial statements. |
EMPLOYEE BENEFIT PLAN
EMPLOYEE BENEFIT PLAN | 12 Months Ended |
Dec. 31, 2021 | |
Postemployment Benefits [Abstract] | |
EMPLOYEE BENEFIT PLAN | EMPLOYEE BENEFIT PLANThe Company sponsors a 401(k) tax-deferred savings plan for all employees in the United States who meet certain eligibility requirements. Participants may contribute up to the amount allowable as a deduction for federal income tax purposes. The Company contributes a certain percentage of employee annual salaries on a discretionary basis, not to exceed an established threshold. For the years ended December 31, 2021 and 2020, the Company made $332 and $270, respectively, in matching contributions to the 401(k) plan. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS Notes Receivable The Company has outstanding interest-bearing notes receivable from an employee. The notes have various maturity dates through May 1, 2023 and bear interest at rates ranging from 1% to 2.76%. The Company recognized $4 and $4 of interest income from the notes for the years ended December 31, 2021 and 2020, respectively. December 31, 2021 December 31, 2020 Notes receivable $ 206 $ 221 Service Agreement On December 31, 2020, Navitas Ireland entered into a service agreement with a company affiliated with a current member of the Navitas Board to provide strategic advisory services and to assist the management team in its activities as directed by the chief executive officer in exchange for a monthly service fee of $16. The agreement was terminated prior to the Closing. Joint Venture In 2021, Navitas entered into a partnership with a manufacturer of power management ICs to develop products and technology relating to ac-dc converters. Structured as a joint venture, Navitas’ initial contribution was the commitment to sell its GaN integrated circuit die at prices representing cost plus insignificant handling fees, in exchange for a minority interest, with the right to acquire the balance of the joint venture based on the future results of the venture (among other rights and obli gations). The Company recognized revenue of $435 from sales to the joint venture for the year ended December 31, 2021. The Company accounts for the investment in the joint venture as an equity-method investment. As of December 31, 2021, the investment balance of $1.3 million was included in Other assets on the consolidated balance sheet. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTSThe Company evaluated material subsequent events from the consolidated balance sheet date of December 31, 2021, through March 30, 2022, the date the consolidated financial statements were issued.Redemption of Warrants On February 4, 2022, the Company issued a notice of redemption that it would redeem, at 5:00 p.m. New York City time on March 7, 2022 (the “ Redemption Date ”), all of the Company’s outstanding Public Warrants and Private Placement Warrants to purchase shares of the Company’s Class A Common Stock that were governed by the Warrant Agreement, dated as of December 2, 2020 (the “ Warrant Agreement ”), by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agent”), at a redemption price of $0.10 per Warrant (the “ Redemption Price ”). On February 22, 2022, the Company issued a notice that the “Redemption Fair Market Value,” determined in accordance with the Warrant Agreement based on the volume weighted average price of the Common Stock for the 10 trading days immediately following the date on which notice of redemption was sent, was $10.33 and, accordingly, that holders exercising Warrants on a “cashless” basis before the Redemption Date would receive 0.261 shares of Common Stock per Warrant exercised. The Warrants were exercisable by their holders until immediately before 5:00 p.m. New York City time on the Redemption Date, either (i) on a cash basis, at an exercise price of $11.50 per share of Common Stock, or (ii) on a “cashless” basis in which the exercising holder would receive 0.261 shares of Common Stock per Warrant exercised. |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The consolidated financial statements include the accounts of the Company, its wholly owned or majority-owned subsidiaries and entities in which the Company is deemed to have a direct or indirect controlling financial interest based on either a variable interest model or voting interest model. All intercompany transactions and balances have been eliminated in consolidation. The Business Combination was accounted for as a reverse recapitalization, in accordance with GAAP. Under this method of accounting, although Live Oak issued shares for outstanding equity interests of Legacy Navitas in the Business Combination, Live Oak was treated as the “acquired” company for financial reporting purposes. Accordingly, the Business Combination was treated as the equivalent of Legacy Navitas issuing stock for the net assets of Live Oak, accompanied by a recapitalization. The net assets of Live Oak were stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination are those of Navitas. |
Consolidation | All intercompany transactions and balances have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. |
Segment Reporting | Segment Reporting The Company is organized and operates as one reportable segment, the design, development, manufacture and marketing of integrated circuits and related components for use primarily in mobile device and other markets. The Company’s chief operating decision maker, the Chief Executive Officer, reviews financial information presented on a consolidated basis for purposes of making operating decisions and assessing financial performance. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue under the core principle of depicting the transfer of control to the Company’s customers in an amount reflecting the consideration to which the Company expects to be entitled. In order to achieve that core principle, the Company applies the following five-step approach: (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when a performance obligation is satisfied. Product revenues consist of sales to distributors, original equipment manufacturers, or OEMs, and merchant power supply manufacturers. The Company considers customer purchase orders, which in some cases are governed by master sales agreements, to be the contracts with a customer. In situations where sales are to a distributor, the Company has concluded that its contracts are with the distributor as the Company holds a contract bearing enforceable rights and obligations only with the distributor. As part of its consideration of the contract, the Company evaluates certain factors including the customer’s ability to pay (or credit risk). If the Company concludes that the customer has the ability to pay, a contract has been established. For each contract, the Company considers the promise to transfer products, each of which is distinct, to be the identified performance obligations. In determining the transaction price the Company evaluates whether the price is subject to refund or adjustment to determine the net consideration to which the Company expects to be entitled. As the Company’s standard payment terms are less than one year, the Company has elected the practical expedient to not assess whether a contract has a significant financing component. The Company has entered into warrant agreements for preferred and common stock with certain investors who are downstream users of the Company’s products. The Company considers the warrants, which are subject to the achievement of revenue-based performance incentives, to be a form of consideration payable to customers. Accordingly, any value attributable to the warrants is accounted for as a reduction of the transaction price. The Company allocates the transaction price to each distinct performance obligation based on their relative standalone selling price. The product price as specified on the purchase order is considered the standalone selling price as it is an observable input which depicts the price as if sold to a similar customer in similar circumstances. Revenue is recognized when control of the product is transferred to the customer (i.e., when the Company’s performance obligation is satisfied), which typically occurs at shipment. Further, in determining whether control has transferred, the Company considers if there is a present right to payment and legal title, along with risks and rewards of ownership having transferred to the customer. When the Company receives orders for products to be delivered over multiple dates that may extend across several reporting periods, the Company invoices for each delivery upon shipment and recognizes revenues for each distinct product delivered. The Company has also elected the practical expedient to expense commissions when incurred as the amortization period of the commission asset the Company would have otherwise recognized is less than one year. Sales to international customers that are shipped from the Company’s or its vendor’s facility outside of the United States are pursuant to EX Works, or EXW, shipping terms, meaning that control of the product transfers to the customer upon shipment from the Company’s or its vendors’ foreign warehouse. Sales to most distributors are made under terms allowing certain limited rights of return (known as “stock rotation”) of the Company’s products held in their inventory or upon sale to their end customers. Revenue from sales to distributors is recognized upon the transfer of control to the distributor. Stock rotation rights grant the distributor the ability to return certain specified amounts of inventory. Stock rotation adjustments are a form of variable consideration and are estimated using the expected value method based on historical return rates. Historically, distributor stock rotation adjustme nts have been insignificant. The Company generally provides an assurance warranty that its products will substantially conform to the published specifications for twelve months from the date of shipment. The Company’s liability is limited to either a credit equal to the purchase price or replacement of the defective part. Returns under warranty have historically not been material. As such, the Company does not record a specific warranty reserve. Revenue received from customers in advance of the Company shipping the related product is considered a contract liability and is included in deferred revenue on the Company’s consolidated balance sheets. |
Inventory | Inventory Inventory (which consist of costs associated with the purchases of wafers from offshore foundries and of packaged components from offshore assembly manufacturers, as well as internal labor and overhead, including depreciation and amortization, associated with the testing of both wafers and packaged components) are stated at the lower of cost (first-in, first-out) or market. The Company periodically reviews inventory for potential obsolescence based upon an aging analysis of the inventory on hand, specifically known inventory-related risks, and assumptions about future demand and market conditions. Inventory items determined to be impaired are reduced to their net realizable values. |
Share-based compensation | Stock-based compensation The Company measures and recognizes compensation expense for all stock-based awards based on the grant date fair value of the awards. The Company recognizes compensation expense over the requisite service period in the consolidated statements of operations for restricted stock awards. The fair value of restricted stock unit grants is typically determined using the Monte Carlo simulation method. The fair value of stock option awards to employees and to non-employees with service based vesting conditions is estimated using the Black-Scholes option pricing model. The value of an award is recognized as expense over the requisite service period in the consolidated statements of operations. The option pricing model requires management to make assumptions and to apply judgment in determining fair value of the awards. The most significant assumptions and judgments include the expected volatility, risk-free interest rate, expected dividend rate and expected term of the award. The expected volatility of the awards is typically based on historical volatility of selected public companies within the Company’s industry. The risk-free interest rate is based on the implied yield currently available on U.S. Treasury notes with term approximately equal to the expected term of the awards. The expected dividend rate is zero as the Company currently has no history or expectation of cash dividends on its common stock. The Company has adopted the practical expedient for determining the expected term of stock option awards, which is the midpoint between the end of the vesting term and the expiration of the award. The Company has elected to account for forfeitures as they occur. The Company elected to treat share-based payment awards with graded vesting schedules and time-based service conditions as a single award and recognize compensation expense on a straight-line basis over the requisite service period. |
Debt issuance costs and debt discounts | Debt issuance costs and debt discounts The Company records debt issuance costs and debt discounts, net of accumulated amortization, as direct deductions from the principal balance of its long-term debt to which they relate. Amortization is reported as a component of interest expense and is computed using the effective interest method. |
Income Taxes | Income Taxes Current income tax expense is an estimate of current income taxes payable or refundable in the current fiscal year based on reported income before income taxes. Deferred income taxes reflect the effect of temporary differences and carry-forwards that are recognized for financial reporting and income tax purposes. The Company recognizes deferred tax assets and liabilities based on the differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, utilizing the tax rates that are expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The Company recognizes valuation allowances to reduce any deferred tax assets to the amount that it estimates will more likely than not be realized based on available evidence and management’s judgment. In the event that the Company determines, based on available evidence and management judgment, that all or part of the net deferred tax assets will not be realized in the future, it would record a valuation allowance in the period the determination is made. In addition, the calculation of tax liabilities involves significant judgment in estimating the impact of uncertainties in the application of complex tax laws. Resolution of these uncertainties in a manner inconsistent with the Company’s expectations could have a material impact on the Company’s results of operations and financial position. |
Accounts receivable | Accounts receivableAccounts receivable are reported as the amount management expects to collect from outstanding balances. Management performs an analysis of the current status of each individual customer account to determine the appropriate level for the allowance for doubtful accounts. Balances that are still outstanding after management has used reasonable collection efforts are written off against the allowance for doubtful accounts. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Derivative Liabilities | Derivative Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The 8,433,333 warrants issued in connection with Live Oak’s Initial Public Offering (the “Public Warrants”), the 4,666,667 Private Placement Warrants and the Earnout Shares associated with Vested Shares are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments and earnout shares as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised. The Public Warrant quoted market price was used as the fair value for the Public Warrants and the Private Placement Warrants as of each relevant date. The Earnout shares were valued using a Monte Carlo analysis. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of significant current assets or require the creation of current liabilities. |
Intangible Assets | Intangible Assets Long-lived assets, such as property and equipment and intangible assets with finite lives, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. |
Cash and Cash Equivalents | Cash and Cash EquivalentsThe Company considers cash invested in highly liquid financial instruments with maturities of three months or less at the date of purchase to be cash equivalents. |
Stock Subject to Possible Redemption | Stock Subject to Possible Redemption We account for common and preferred stock subject to possible redemption in accordance with the accounting guidance applicable to distinguishing liabilities from equity. Stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable stock (including preferred stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common and preferred stock is classified as stockholders’ equity. The Company’s preferred stock outstanding before consummation of the Business Combination featured certain redemption rights considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at December 31, 2020, all of the Company’s preferred stock was considered subject to possible redemption and was presented as temporary equity, outside of the stockholders’ equity section of our balance sheet. The preferred stock outstanding was converted to common stock at the Closing and is no longer outstanding as of December 31, 2021. |
Foreign Currency Risk and Foreign Currency Translation | Foreign Currency Risk and Foreign Currency Translation As of December 31, 2021, the Company’s primary transactional currency was U.S. dollars. Gains and losses arising from the remeasurement of non-functional currency balances are recorded in selling, general and administrative expenses in the accompanying consolidated statements of operations. The Company realized a foreign exchange transaction net loss of $129 and $15 in 2021 and 2020, respectively. The functional currencies of the Company’s non-U.S. subsidiaries are the local currencies. Accordingly, all assets and liabilities are translated into U.S. dollars at the current exchange rates as of the applicable balance sheet date. Revenues and expenses are translated at the average exchange rate prevailing during the period. Cumulative gains and losses from the translation of the foreign subsidiaries’ financial statements have been included in stockholders’ equity as a component of accumulated comprehensive income (loss). |
Advertising | Advertising Advertising costs, which are included in selling, general and administrative expenses, are expensed as incurred and amounted to $348 and $371 in 2021 and 2020, respectively. |
Research and Development | Research and Development Costs related to research, design, and development of our products are expensed as incurred. Research and development expense consists primarily of pre-production costs related to the design and development of our products and technologies, including costs related to contracted non-recurring engineering services. These expenses include employee compensation, benefits and related costs of sustaining our engineering teams, project material costs, third party fees paid to consultants, prototype development expenses, and other costs incurred in the product and technology design and development processes. |
Recent Accounting Developments | Recent Accounting Developments Leases In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) (“ASU 2016-02”), whereby lessees will be required to recognize for all leases at the commencement date a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. A modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the consolidated financial statements must be applied. The modified retrospective approach would not require any transition accounting for leases that expired before the earliest comparative period presented. The FASB issued Accounting Standards Updates 2019-10 and ASU 2020-05, which changed some effective dates for ASU 2016-02 on leasing. After applying ASU 2019-10 and 2020-05, ASU 2016-02 is effective for annual periods beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. The adoption of the new standard is expected to result in the recognition of lease liabilities and right-of-use assets as of January 1, 2022. The Company is currently evaluating the impact of the new standard on its consolidated financial statements and related disclosures. Credit Losses In June 2016, the FASB amended guidance related to impairment of financial instruments as part of ASU 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , which replaces the incurred loss impairment methodology with an expected credit loss model for which a company recognizes an allowance based on the estimate of expected credit loss. This ASU requires entities to measure the impairment of certain financial instruments, including accounts receivable, based on expected losses rather than incurred losses. For non-public business entities, this ASU is effective for fiscal years beginning after December 15, 2022, with early adoption permitted, and will be effective for the Company beginning in 2023. The Company is currently evaluating the impact of the new standard on the Company’s consolidated financial statements and related disclosures. |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Cash and Cash Equivalents | At December 31, 2021, 2020 and 2019, cash, cash equivalents and restricted cash per the statements of cash flows was as follows: 2021 2020 2019 Cash and cash equivalents $ 268,252 $ 38,869 $ 5,970 Restricted cash — — 148 Total cash, cash equivalents and restricted cash $ 268,252 $ 38,869 $ 6,118 |
Schedule of Restricted Cash | At December 31, 2021, 2020 and 2019, cash, cash equivalents and restricted cash per the statements of cash flows was as follows: 2021 2020 2019 Cash and cash equivalents $ 268,252 $ 38,869 $ 5,970 Restricted cash — — 148 Total cash, cash equivalents and restricted cash $ 268,252 $ 38,869 $ 6,118 |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | At December 31, 2021 and 2020, property and equipment, net consist of the following: 2021 2020 Furniture and fixtures $ 265 $ 164 Computers and other equipment $ 3,116 $ 1,591 Leasehold improvements $ 577 $ 135 $ 3,958 $ 1,890 Accumulated depreciation $ (1,656) $ (1,168) Total $ 2,302 $ 722 For the years ended December 31, 2021 and 2020, depreciation expense was $410 and $344, respectively, and was determined using the straight-line method over the following estimated useful lives: Furniture and fixtures 3 — 7 years Computers and other equipment 2 — 5 years Leasehold improvements 2 — 5 years |
INVENTORY (Tables)
INVENTORY (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current | Inventory consists of the following: December 31, 2021 December 31, 2020 Raw materials $ 60 $ 1,042 Work-in-process 9,945 1,991 Finished goods 1,973 371 Total $ 11,978 $ 3,404 |
FAIR VALUE of FINANCIAL ASSET_2
FAIR VALUE of FINANCIAL ASSETS AND LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair value for financial assets and liabilities | The following table presents the Company’s fair value hierarchy for financial assets and liabilities as of December 31, 2021 : Level 1 Level 2 Level 3 Total Liabilities: Public warrants $ 52,361 $ 52,361 Private warrants 29,027 29,027 Earnout liability 134,173 134,173 Total $ 52,361 $ 29,027 $ 134,173 $ 215,561 |
DEBT OBLIGATIONS (Tables)
DEBT OBLIGATIONS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | The following is a summary of the carrying value of long-term debt as of December 31, 2021 and 2020: 2021 2020 Note payable $ 6,933 $ 6,000 Less: Current portion (3,200) (1,000) Less: Debt discount and issuance costs (17) (29) Note payable, net of current portion $ 3,716 $ 4,971 |
Schedule of Maturities of Long-term Debt | As of December 31, 2021, future scheduled principal payments of debt obligations were as follows: Fiscal Year 2022 $ 3,200 2023 3,200 2024 533 2025 — 2026 — Thereafter — Total $ 6,933 |
SHARE BASED COMPENSATION (Table
SHARE BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount | The following table summarizes the stock-based compensation expense recognized for the years ended December 31, 2021 and 2020: Year Ended Years ended December 31, (In thousands) 2021 2020 Cost of revenues $ 163 $ 331 Research and development $ 6,624 $ 477 Selling, general and administrative $ 34,617 $ 219 Total stock-based compensation expense $ 41,404 $ 1,027 |
Schedule of Stock Options, Valuation Assumptions | The fair value of incentive stock options and non-statutory stock options issued was estimated using the Black-Scholes model with the following weighted-average assumptions used during the years ended December 31, 2021 and 2020: Year Ended December 31, 2021 2020 Risk-free interest rates 0.42 % 0.42 % Expected volatility rates 44 % 44 % Expected dividend yield — % — % Expected term (in years) 6 6 Weighted-average grant date fair value of options $ 0.48 $ 0.48 Risk-free interest rate 1.47 % Expected volatility rates 42.48 % Expected dividend yield 0.00 % Cost of equity (for derived service period) 13.71 % Weighted-average grant date fair value of options $ 6.05 |
Summary of Stock Option Outstanding | A summary of stock options outstanding as of December 31, 2021, and activity during the two years then ended, is presented below: Shares Weighted- Weighted- Outstanding at December 31, 2019 9,932 $ 0.17 7.9 Granted 4,359 1.06 Exercised (205) 0.13 Forfeited or expired (1,105) 0.17 Outstanding at December 31, 2020 12,981 $ 0.47 7.8 Granted 208 1.06 Exercised (1,611) 0.16 Forfeited or expired (81) 0.89 Cancelled (244) $ 0.72 Outstanding at December 31, 2021 11,253 $ 0.51 6.8 Vested and Exercisable at December 31, 2021 7,519 $ 0.32 6.3 A summary of unvested stock options outstanding as of December 31, 2021, and activity during the two years then ended, is presented below: Shares Weighted Unvested options outstanding at December 31, 2019 5,575 $ 0.07 Granted 4,359 0.44 Vested (2,333) 0.10 Forfeited or expired (1,105) 0.07 Unvested options outstanding at December 31, 2020 6,496 0.30 Granted 208 0.44 Vested (2,740) 0.23 Forfeited or expired (81) 0.37 Cancelled (148) $ 0.44 Unvested options outstanding at December 31, 2021 3,735 $ 0.36 |
Summary of Restricted Stock Unit, Outstanding | A summary of restricted stock awards (“RSA”s) and RSUs outstanding as of December 31, 2021, and activity during the year then ended, is presented below: Restricted Common Stock Awards Shares Weighted-Average Weighted-Average Outstanding at December 31, 2020 — $ — $ — Granted 4,081 0.29 5.53 Vested — — — Forfeited — — — Rescinded (4,081) 0.29 5.53 Outstanding at December 31, 2021 — $ — $ — Restricted Stock Unit Awards Shares Weighted-Average Outstanding at December 31, 2020 — $ — Granted 4,525 9.62 Vested (57) 9.62 Forfeited — — Unvested and Outstanding at December 31, 2021 4,468 $ 9.62 Outstanding at December 31, 2021 4,525 $ 9.62 |
WARRANT LIABILITY (Tables)
WARRANT LIABILITY (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Warrants and Rights Note Disclosure [Abstract] | |
Summary of Common Stock Issuable Upon Exercise of Warrants Outstanding | The following table is a summary of the number of shares of the Company’s Class A common stock issuable upon exercise of warrants outstanding at December 31, 2021: Number of Shares Exercise Price Redemption Price Expiration Date Initial Fair Value Public Warrants 8,418,232 $ 11.50 $ 18.00 October 19, 2026 $ 23,023 Private Warrants 4,666,667 $ 11.50 $ 18.00 October 19, 2026 12,740 |
EARNOUT LIABILITY (Tables)
EARNOUT LIABILITY (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Warrants and Rights Note Disclosure [Abstract] | |
Fair value of the warrants | The valuation model utilized the following assumptions: Risk-free interest rate 1.23 % Equity volatility rate 55.00 % The weighted-average assumptions used in calculating the fair value of the warrants issued during the year ended December 31, 2020 are as follows: 2020 Expected dividend yield — Risk-free interest rate 0.21 % Expected life in years 2.5 Expected volatility 68 % Weighted-average fair value of warrants granted $ 0.85 |
SIGNIFICANT CUSTOMERS AND CRE_2
SIGNIFICANT CUSTOMERS AND CREDIT CONCENTRATIONS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Risks and Uncertainties [Abstract] | |
Schedule of concentration risk | The following customers represented 10% or more of the Company’s net revenues for the respective years: Year ended December 31, Customer 2021 2020 Distributor A 15 % 31 % Distributor B * 21 Distributor C 21 16 Distributor D 19 13 Distributor E * 18 Distributor F 16 * * Total customer revenue was less than 10% of net revenues. The Company considers the domicile of its end customers, rather than the distributors it sells to directly, to be the basis for attributing revenues from external customers to individual countries. Revenues for the twelve months ending December 31, 2021 and 2020, were attributable to end customers in the following countries: Year ended December 31, Country 2021 2020 China 74 % 86 % United States 18 7 Taiwan 3 3 Korea 5 2 All others — 2 Total 100 % 100 % The following customers represented 10% or more of accounts receivable: As of December 31, Customer 2021 2020 Distributor A 44 % *% Distributor B 14 * Distributor C 14 * Distributor D * 55 Distributor E * 17 Distributor F * 17 * Total customer accounts receivable was less than 10% of net accounts receivables. |
STOCKHOLDERS EQUITY (DEFICIT) (
STOCKHOLDERS EQUITY (DEFICIT) (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Schedule of reverse recapitalization | The table below summarizes the shares of Class A common stock issued immediately after the closing of the Business Combination as well as the impact on the consolidated statement of stockholders’ equity as of October 19, 2021: Class A Common Stock Shares Par Amount Additional Paid in Capital PIPE and SPAC financing 117,733,507 $ 12 $ 298,054 Transaction expenses $ — $ (24,967) Conversion of redeemable preferred stock $ 109,506 Earnout liability $ — $ (96,069) Warrants liability $ — $ (35,763) Reverse recapitalization on October 19, 2021 117,733,507 $ 12 $ 250,761 |
Fair value of the earnouts | The valuation model utilized the following assumptions: Risk-free interest rate 1.23 % Equity volatility rate 55.00 % The weighted-average assumptions used in calculating the fair value of the warrants issued during the year ended December 31, 2020 are as follows: 2020 Expected dividend yield — Risk-free interest rate 0.21 % Expected life in years 2.5 Expected volatility 68 % Weighted-average fair value of warrants granted $ 0.85 |
LOSS PER SHARE (Tables)
LOSS PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | A summary of the loss per share calculation is as follows: Year Ended December 31, (In thousands, except per share amounts) 2021 2020 Basic and diluted loss per common share: (1) Net loss $ (152,685) $ (19,044) Weighted-average common shares (2) 39,167 16,246 Basic and diluted loss per common share $ (3.90) $ (1.17) (1) The Company’s potentially dilutive securities, which include unexercised stock options, unvested shares, preferred shares and warrants for common and preferred shares, have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share. Therefore, the weighted average number of common |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | Year Ended December 31, (In thousands) 2021 2020 Redeemable convertible preferred stock shares — 54,449 Warrants to purchase redeemable convertible preferred stock — 176 Warrants to purchase common shares 13,085 1,107 Earnout shares 10,000 — Unvested restricted stock units 2 4,525 — Stock options potentially exercisable for common shares 2 17,753 12,981 45,363 68,713 (2) Balances as of December 31, 2020 r etroactively restated to give effect to the October 19, 2021 reverse recapitalization. |
PROVISION FOR INCOME TAXES (Tab
PROVISION FOR INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of U.S. and foreign components of income (loss) before income taxes | U.S. and foreign components of income (loss) before income taxes were: Year Ended December 31, 2021 2020 U.S. operations $ (101,146) $ (14,084) Foreign operations $ (51,492) $ (4,955) Total loss before income taxes $ (152,638) $ (19,039) |
Schedule of components of income tax expense (benefit) | The components of the provision (benefit) for income taxes are as follows: Year Ended December 31, 2021 2020 Current provision (benefit): Federal $ — $ — State $ 19 $ 1 Foreign $ 28 $ 4 $ 47 $ 5 Deferred provision (benefit): Federal $ (8,362) $ (4,216) State $ (4,629) $ 2,285 Foreign $ — $ (1,237) Valuation allowance $ 12,991 $ 3,168 $ — $ — Total $ 47 $ 5 |
Schedule of effective income tax rate reconciliation | The provision (benefit) for income taxes differs from the amount that would result by applying the applicable federal income tax rate to income before income taxes, as follows: Year Ended December 31, 2021 2020 Provision computed at Federal statutory rate 21.0 % 21.0 % Change in valuation allowance (8.5) (17.2) Return to provision adjustments 1.0 (6.7) Foreign income tax rate and benefit 0.1 6.7 Effect of permanent differences 0.4 (0.2) Non-deductible expenses - mark to market liabilities (11.5) % — % Stock based compensation (5.5) % (0.5) % State tax, net of federal 2.7 0.2 Deferred tax asset and liability adjustment 0.4 (3.2) Other (0.1) (0.1) Total 0.0 % 0.0 % |
Schedule of deferred tax assets and liabilities | At December 31, 2021 and 2020, deferred tax assets and liabilities consisted of the following: December 31, 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 28,052 $ 17,146 Benefit of tax credit carry-forwards $ 207 $ 207 Start up costs $ 2,009 $ 1,648 Other $ 2,367 $ 410 Valuation allowance $ (32,382) $ (19,392) $ 253 $ 19 Deferred tax liabilities: Depreciation $ (253) $ (19) $ (253) $ (19) Net deferred tax balance $ — $ — |
COMMITMENTS and CONTINGENCIES (
COMMITMENTS and CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases | Future minimum lease payments under all non-cancelable lease agreements as of December 31, 2021, are as follows: December 31, 2022 $ 966 2023 585 2024 170 2025 — 2026 — Thereafter — Total future minimum lease payments $ 1,721 |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Schedule of related party transactions | December 31, 2021 December 31, 2020 Notes receivable $ 206 $ 221 |
ORGANIZATION AND BASIS OF PRE_2
ORGANIZATION AND BASIS OF PRESENTATION - Narrative (Details) $ / shares in Units, $ in Millions | Oct. 19, 2021USD ($)trancheday$ / sharesshares | Oct. 12, 2021USD ($)$ / sharesshares | Dec. 31, 2021$ / sharesshares | Oct. 18, 2021USD ($) | Dec. 31, 2020$ / sharesshares | Dec. 31, 2019shares |
Reverse Recapitalization [Line Items] | ||||||
Common stock, outstanding (in shares) | 117,733,507 | 117,750,608 | 16,774,044 | |||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||
Aggregate offer price (in shares) | 17,300,000 | |||||
Right to receive, contingent period | 5 years | |||||
Earnout period excluded from contingent right to receive | 150 days | |||||
Purchase price (in dollars per share) | $ / shares | $ 10 | |||||
Aggregate purchase price | $ | $ 173 | |||||
Shares repurchased (in dollars per share) | $ / shares | $ 10 | |||||
Option to acquire aggregate shares of Common Stock (in shares) | 11,276,706 | 11,253,000 | 12,981,000 | 9,932,000 | ||
Warrants converted (in shares) | 375,189 | |||||
Warrants, exercisable price (in dollars per share) | $ / shares | $ 11.50 | |||||
Number of shares exercisable under warrants (in shares) | 1 | |||||
Exchange ratio | 1.0944 | |||||
Public Warrants | ||||||
Reverse Recapitalization [Line Items] | ||||||
Warrants outstanding (in shares) | 8,433,333 | |||||
Warrants, exercisable price (in dollars per share) | $ / shares | $ 11.50 | |||||
Number of shares exercisable under warrants (in shares) | 1 | |||||
Exchange ratio of common stock to each warrant | 0.33 | |||||
Private Placement Warrants | ||||||
Reverse Recapitalization [Line Items] | ||||||
Warrants converted (in shares) | 4,666,667 | |||||
Warrants outstanding (in shares) | 4,666,667 | |||||
Warrants, exercisable price (in dollars per share) | $ / shares | $ 11.50 | |||||
Number of shares exercisable under warrants (in shares) | 1 | |||||
Restricted Stock Unit Awards | ||||||
Reverse Recapitalization [Line Items] | ||||||
Option to acquire aggregate shares of common stock (in shares) | 4,525,344 | 4,525,000 | 0 | |||
Navitas Ireland | ||||||
Reverse Recapitalization [Line Items] | ||||||
Stock converted in reverse recapitalization (in shares) | 39,477,026 | |||||
Navitas Delaware | ||||||
Reverse Recapitalization [Line Items] | ||||||
Stock converted in reverse recapitalization (in shares) | 39,477,026 | |||||
PIPE Investors | ||||||
Reverse Recapitalization [Line Items] | ||||||
Aggregate offer price (in shares) | 17,300,000 | |||||
Earnout shares | ||||||
Reverse Recapitalization [Line Items] | ||||||
Earnout, additional shares (in shares) | 3,333,333 | |||||
Number of tranches | tranche | 3 | |||||
Conversion basis (in shares) | 1 | |||||
Trading days | day | 20 | |||||
Consecutive trading days | day | 30 | |||||
Earnout shares | LOKB | ||||||
Reverse Recapitalization [Line Items] | ||||||
Earnout, additional shares (in shares) | 10,000,000 | |||||
Common Class A | ||||||
Reverse Recapitalization [Line Items] | ||||||
Common stock, outstanding (in shares) | 163,114,238 | |||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | |||||
Aggregate offer price (in shares) | 39,477,026 | |||||
Exchange ratio (in shares) | 1 | |||||
Exchange ratio of common stock to each warrant | 0.33 | |||||
Common Class A | Public Warrants | ||||||
Reverse Recapitalization [Line Items] | ||||||
Warrants outstanding (in shares) | 8,433,333 | 8,418,232 | ||||
Warrants, exercisable price (in dollars per share) | $ / shares | $ 11.50 | |||||
Number of shares exercisable under warrants (in shares) | 1 | |||||
Common Class A | Private Placement Warrants | ||||||
Reverse Recapitalization [Line Items] | ||||||
Warrants outstanding (in shares) | 4,666,667 | |||||
Warrants, exercisable price (in dollars per share) | $ / shares | $ 11.50 | $ 11.50 | ||||
Number of shares exercisable under warrants (in shares) | 1 | |||||
Common Class A | Earnout shares | ||||||
Reverse Recapitalization [Line Items] | ||||||
Earnout, additional shares (in shares) | 10,000,000 | |||||
Trading days | day | 20 | |||||
Consecutive trading days | day | 30 | |||||
Common Class B | ||||||
Reverse Recapitalization [Line Items] | ||||||
Common stock, outstanding (in shares) | 6,315,000 | |||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | |||||
Class A Ordinary Shares | Private Placement Warrants | ||||||
Reverse Recapitalization [Line Items] | ||||||
Warrants, exercisable price (in dollars per share) | $ / shares | $ 11.50 | |||||
Number of shares exercisable under warrants (in shares) | 1 | |||||
Navitas Ireland | ||||||
Reverse Recapitalization [Line Items] | ||||||
Common stock, outstanding (in shares) | 72,143,708 | |||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | |||||
Navitas Delaware | ||||||
Reverse Recapitalization [Line Items] | ||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | |||||
LOKB | ||||||
Reverse Recapitalization [Line Items] | ||||||
Shares repurchased (in shares) | 10,135,544 | |||||
Shares repurchased (in dollars per share) | $ / shares | $ 10 | |||||
Redemption price, aggregate amount | $ | $ 101.4 | |||||
Trust account balance | $ | $ 152 | |||||
LOKB | Public Warrants | ||||||
Reverse Recapitalization [Line Items] | ||||||
Warrants outstanding (in shares) | 8,433,333 |
SIGNIFICANT ACCOUNTING POLICI_4
SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS - Narrative (Details) | 12 Months Ended | |||
Dec. 31, 2021USD ($)segment | Dec. 31, 2020USD ($) | Oct. 19, 2021shares | Dec. 31, 2019USD ($) | |
Class of Warrant or Right [Line Items] | ||||
Number of reportable segments | segment | 1 | |||
Expected dividend yield | 0.00% | |||
Unrecognized tax benefits | $ 0 | $ 0 | ||
Accrued interest and penalties | 0 | 0 | ||
Letters of credit | $ 148,000 | |||
Foreign exchange transaction net loss | 129,000 | 15,000 | ||
Advertising cost | $ 348,000 | $ 371,000 | ||
Public Warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants outstanding (in shares) | shares | 8,433,333 | |||
Private Placement Warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants outstanding (in shares) | shares | 4,666,667 |
SIGNIFICANT ACCOUNTING POLICI_5
SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS - Cash Equivalent And Restricted cash (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Accounting Policies [Abstract] | |||
Cash and cash equivalents | $ 268,252 | $ 38,869 | $ 5,970 |
Restricted cash | 0 | 0 | 148 |
Total cash, cash equivalents and restricted cash | $ 268,252 | $ 38,869 | $ 6,118 |
PROPERTY AND EQUIPMENT, NET (De
PROPERTY AND EQUIPMENT, NET (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 3,958 | $ 1,890 |
Accumulated depreciation | (1,656) | (1,168) |
Total | 2,302 | 722 |
Depreciation | 410 | 344 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 265 | 164 |
Furniture and fixtures | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 3 years | |
Furniture and fixtures | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 7 years | |
Computers and other equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 3,116 | 1,591 |
Computers and other equipment | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 2 years | |
Computers and other equipment | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 5 years | |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 577 | $ 135 |
Leasehold improvements | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 2 years | |
Leasehold improvements | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 5 years |
INVENTORY (Details)
INVENTORY (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 60 | $ 1,042 |
Work-in-process | 9,945 | 1,991 |
Finished goods | 1,973 | 371 |
Total | $ 11,978 | $ 3,404 |
FAIR VALUE of FINANCIAL ASSET_3
FAIR VALUE of FINANCIAL ASSETS AND LIABILITIES (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Oct. 19, 2021 | Dec. 31, 2020 |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants, fair value | $ 81,388 | $ 0 | |
Earnouts, fair value | 134,173 | $ 96,069 | $ 0 |
Fair Value, Recurring | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Total | 215,561 | ||
Fair Value, Recurring | Public warrants | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants, fair value | 52,361 | ||
Fair Value, Recurring | Private warrants | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants, fair value | 29,027 | ||
Fair Value, Recurring | Earnout liability | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Earnouts, fair value | 134,173 | ||
Fair Value, Recurring | Level 1 | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Total | 52,361 | ||
Fair Value, Recurring | Level 1 | Public warrants | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants, fair value | 52,361 | ||
Fair Value, Recurring | Level 1 | Private warrants | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants, fair value | |||
Fair Value, Recurring | Level 1 | Earnout liability | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Earnouts, fair value | |||
Fair Value, Recurring | Level 2 | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Total | 29,027 | ||
Fair Value, Recurring | Level 2 | Public warrants | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants, fair value | |||
Fair Value, Recurring | Level 2 | Private warrants | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants, fair value | 29,027 | ||
Fair Value, Recurring | Level 2 | Earnout liability | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Earnouts, fair value | |||
Fair Value, Recurring | Level 3 | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Total | 134,173 | ||
Fair Value, Recurring | Level 3 | Public warrants | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants, fair value | |||
Fair Value, Recurring | Level 3 | Private warrants | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants, fair value | |||
Fair Value, Recurring | Level 3 | Earnout liability | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Earnouts, fair value | $ 134,173 |
DEBT OBLIGATIONS - Narrative (D
DEBT OBLIGATIONS - Narrative (Details) | Aug. 01, 2021USD ($) | Apr. 29, 2020USD ($)advance | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Sep. 30, 2020USD ($) | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||||||
Amortization of debt discount and issuance costs | $ 12,000 | $ 8,000 | ||||
Term Loan | ||||||
Debt Instrument [Line Items] | ||||||
Debt discount | $ 16,000 | |||||
Secured Debt | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate, stated percentage | 4.00% | 4.00% | ||||
Secured Debt | Term Loan | ||||||
Debt Instrument [Line Items] | ||||||
Maximum available amount | $ 8,000,000 | |||||
Number of term advances | advance | 3 | |||||
Interest rate, stated percentage | 4.00% | |||||
Letter of credit | $ 2,000,000 | |||||
Interest rate, effective percentage | 5.00% | |||||
Secured Debt | Term Loan | Prime Rate | ||||||
Debt Instrument [Line Items] | ||||||
Variable interest rate | 0.75% | |||||
Secured Debt | First term | ||||||
Debt Instrument [Line Items] | ||||||
Maximum available amount | $ 6,000,000 | |||||
Term advance | $ 29,800,000 | |||||
Secured Debt | Second term | ||||||
Debt Instrument [Line Items] | ||||||
Maximum available amount | 1,000,000 | $ 1,000,000 | ||||
Secured Debt | Third term | ||||||
Debt Instrument [Line Items] | ||||||
Term advance | $ 39,900,000 |
DEBT OBLIGATIONS - Carrying Val
DEBT OBLIGATIONS - Carrying Value of Long-Term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Disclosure [Abstract] | ||
Note payable | $ 6,933 | $ 6,000 |
Less: Current portion | (3,200) | (1,000) |
Less: Debt discount and issuance costs | (17) | (29) |
Note payable, net of current portion | $ 3,716 | $ 4,971 |
DEBT OBLIGATIONS - Payment of D
DEBT OBLIGATIONS - Payment of Debt Obligation Maturity (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Disclosure [Abstract] | ||
2022 | $ 3,200 | |
2023 | 3,200 | |
2024 | 533 | |
2025 | 0 | |
2026 | 0 | |
Thereafter | 0 | |
Total | $ 6,933 | $ 6,000 |
SHARE BASED COMPENSATION - Narr
SHARE BASED COMPENSATION - Narrative (Details) $ / shares in Units, $ in Thousands | Dec. 29, 2021hurdle$ / sharesshares | Aug. 25, 2021installmentshares | Feb. 12, 2021$ / shares | Aug. 05, 2020shares | Jun. 30, 2021USD ($) | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019 | Oct. 19, 2021 | Aug. 17, 2021shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Exchange ratio | 1.0944 | |||||||||
Requisite service period | 4 years | |||||||||
Stock based compensation expense | $ | $ 41,404 | $ 1,027 | ||||||||
Options granted (in shares) | 208,000 | 4,359,000 | ||||||||
Weighted average fair value, unvested options granted (in dollars per share) | $ / shares | $ 0.44 | $ 0.44 | ||||||||
Weighted average remaining contractual term, Outstanding options exercisable (in years) | 6 years 9 months 18 days | 7 years 9 months 18 days | 7 years 10 months 24 days | |||||||
Accrued bonus liabilities | $ | $ 2,000 | |||||||||
Full Recourse Promissory Note | Minimum | Management | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Interest rate, stated percentage | 0.48% | |||||||||
Full Recourse Promissory Note | Maximum | Management | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Interest rate, stated percentage | 0.56% | |||||||||
Common Class A | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Stock price (in dollars per share) | $ / shares | $ 17.01 | |||||||||
Shares to be issued based on stock price (in shares) | 117,578 | |||||||||
Option | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Stock based compensation expense | $ | $ 637 | $ 413 | ||||||||
Unrecognized compensation cost related to unvested awards | $ | $ 1,198 | |||||||||
Unrecognized compensation expense, period of recognition | 1 year 8 months 12 days | |||||||||
Weighted average fair value, unvested options granted (in dollars per share) | $ / shares | $ 0.48 | $ 0.48 | ||||||||
Restricted Common Stock Awards | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Stock based compensation expense | $ | $ 12,330 | |||||||||
Granted (in shares) | 4,081,000 | |||||||||
Fair value (in dollars per share) | $ / shares | $ 5.53 | |||||||||
Expense recognized for prices below grant date fair value | $ | $ 13,772 | |||||||||
Restricted Common Stock Awards | Management | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Award vesting period | 4 years | |||||||||
Right to purchase (in dollars per share) | $ / shares | $ 0.29 | |||||||||
Fair value (in dollars per share) | $ / shares | 5.53 | |||||||||
Weighted average issuance price (in dollars per share) | $ / shares | $ 0.29 | |||||||||
Restricted Common Stock Awards | Investors | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Stock based compensation expense | $ | $ 282 | $ 282 | ||||||||
Granted (in shares) | 531,834 | |||||||||
Fair value (in dollars per share) | $ / shares | $ 1.06 | $ 1.06 | ||||||||
LTIP Options | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Stock based compensation expense | $ | $ 63 | |||||||||
Unrecognized compensation cost related to unvested awards | $ | $ 39,000 | |||||||||
Weighted average fair value, unvested options granted (in dollars per share) | $ / shares | $ 6.05 | |||||||||
Restricted Stock Unit Awards | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Unrecognized compensation expense, period of recognition | 8 months 12 days | |||||||||
Granted (in shares) | 4,135,000 | 4,525,000 | ||||||||
Fair value (in dollars per share) | $ / shares | $ 9.62 | |||||||||
Right to receive (in shares) | 1 | |||||||||
Unrecognized compensation expense | $ | $ 24,311 | |||||||||
Restricted Stock Unit Awards | Share-based Payment Arrangement, Tranche One | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Award vesting period | 3 years | |||||||||
Awards subject to vesting (in shares) | 3,500,000 | |||||||||
Installments, vesting | installment | 3 | |||||||||
Restricted Stock Unit Awards | Share-based Payment Arrangement, Tranche Two | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Award vesting period | 6 months | |||||||||
Awards subject to vesting (in shares) | 500,000 | |||||||||
Restricted Stock Unit Awards | Share-based Payment Arrangement, Tranche Three | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Awards subject to vesting (in shares) | 52,500 | |||||||||
Restricted Stock Unit Awards | Share-based Payment Arrangement, Tranche Four | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Award vesting period | 3 years | |||||||||
Awards subject to vesting (in shares) | 82,500 | |||||||||
Restricted Stock and Restricted Stock Units | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Stock based compensation expense | $ | 35,014 | |||||||||
Earnout shares | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Stock based compensation expense | $ | $ 5,244 | |||||||||
Unrecognized compensation expense, period of recognition | 8 months 12 days | |||||||||
Fair value (in dollars per share) | $ / shares | $ 11.52 | |||||||||
Unrecognized compensation expense | $ | $ 13,892 | |||||||||
Aggregated grant date fair value | $ | $ 19,136 | |||||||||
2020 Equity Incentive Plan | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Authorized shares (in shares) | 18,899,285 | |||||||||
2020 Equity Incentive Plan | Option | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Award vesting period | 48 months | |||||||||
Options expiration period | 10 years | |||||||||
Options issued (in shares) | 11,276,706 | |||||||||
2020 Equity Incentive Plan | Option | Share-based Payment Arrangement, Tranche One | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Vesting ratio | 0.25 | |||||||||
2020 Equity Incentive Plan | Option | Share-based Payment Arrangement, Tranche Two | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Vesting ratio | 0.02 | |||||||||
2020 Equity Incentive Plan | Restricted Common Stock Awards | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Options issued (in shares) | 4,525,344 | |||||||||
2021 Equity Incentive Plan | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Authorized shares (in shares) | 16,334,527 | |||||||||
Options issued (in shares) | 6,500,000 | |||||||||
Shares of common stock subject to awards forfeited, expire or lapse (in shares) | 15,802,050 | |||||||||
Shares of common stock outstanding, percentage | 4.00% | |||||||||
2021 Equity Incentive Plan | LTIP Options | Management | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Requisite service period | 7 years | |||||||||
Options granted (in shares) | 6,500,000 | |||||||||
Number of price hurdles | hurdle | 10 | |||||||||
Exercise price (in dollars per share) | $ / shares | $ 15.51 | |||||||||
Weighted average fair value, unvested options granted (in dollars per share) | $ / shares | 6.05 | |||||||||
2021 Equity Incentive Plan | LTIP Options | Minimum | Management | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Price hurdles (in dollars per share) | $ / shares | 15 | |||||||||
2021 Equity Incentive Plan | LTIP Options | Maximum | Management | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Price hurdles (in dollars per share) | $ / shares | $ 60 |
SHARE BASED COMPENSATION - Stoc
SHARE BASED COMPENSATION - Stock-based compensation expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock based compensation expense | $ 41,404 | $ 1,027 |
Cost of revenues | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock based compensation expense | 163 | 331 |
Research and development | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock based compensation expense | 6,624 | 477 |
Selling, general and administrative | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock based compensation expense | $ 34,617 | $ 219 |
SHARE BASED COMPENSATION - Sche
SHARE BASED COMPENSATION - Schedule of valuation assumption (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected dividend yield | 0.00% | |
Weighted-average fair value of warrants granted (in dollars per share) | $ 0.44 | $ 0.44 |
Option | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rates | 0.42% | 0.42% |
Expected volatility | 44.00% | 44.00% |
Expected dividend yield | 0.00% | 0.00% |
Expected life in years | 6 years | 6 years |
Weighted-average fair value of warrants granted (in dollars per share) | $ 0.48 | $ 0.48 |
LTIP Options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rates | 1.47% | |
Expected volatility | 42.48% | |
Expected dividend yield | 0.00% | |
Cost of equity (for derived service period) | 13.71% | |
Weighted-average fair value of warrants granted (in dollars per share) | $ 6.05 |
SHARE BASED COMPENSATION - Summ
SHARE BASED COMPENSATION - Summary of stock option outstanding (Details) - $ / shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Shares ( in thousands) | |||
Balance at the beginning (in shares) | 12,981 | 9,932 | |
Options granted (in shares) | 208 | 4,359 | |
Options exercised (in shares) | (1,611) | (205) | |
Options Expired or forfeited (in shares) | (81) | (1,105) | |
Options Cancelled (in shares) | (244) | ||
Balance at the end (in shares) | 11,253 | 12,981 | 9,932 |
Vested and exercisable at the end ( in shares) | 7,519 | ||
Weighted- Average Exercise Price | |||
Weighted average exercise price, balance at the beginning (in dollars per share) | $ 0.47 | $ 0.17 | |
Weighted average exercise price, granted (in dollars per share) | 1.06 | 1.06 | |
Weighted average exercise price, exercised (in dollars per share) | 0.16 | 0.13 | |
Weighted average exercise price, forfeited (in dollars per share) | 0.89 | 0.17 | |
Weighted average exercise price, cancelled (in dollars per share) | 0.72 | ||
Weighted average exercise price, balance at the end (in dollars per share) | 0.51 | $ 0.47 | $ 0.17 |
Weighted average exercise price, vested and exercisable at the end (in dollars per share) | $ 0.32 | ||
Weighted-Average Remaining Contractual Term (In years) | |||
Weighted average remaining contractual term, Outstanding options exercisable (in years) | 6 years 9 months 18 days | 7 years 9 months 18 days | 7 years 10 months 24 days |
Weighted average remaining contractual term, Vested and exercisable options (in years) | 6 years 3 months 18 days |
SHARE BASED COMPENSATION - Su_2
SHARE BASED COMPENSATION - Summary of unvested stock option outstanding (Details) - $ / shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Shares ( in thousands) | ||
Unvested option, outstanding at the beginning (in shares) | 6,496 | 5,575 |
Unvested options granted (in shares) | 208 | 4,359 |
Unvested options vested (in shares) | (2,740) | (2,333) |
Unvested forfeited or expired (in shares) | (81) | (1,105) |
Unvested cancelled (in shares) | (148) | |
Unvested option, outstanding at the end (in shares) | 3,735 | 6,496 |
Weighted average fair value | ||
Weighted average fair value, unvested options outstanding at the beginning (in dollars per share) | $ 0.30 | $ 0.07 |
Weighted average fair value, unvested options granted (in dollars per share) | 0.44 | 0.44 |
Weighted average fair value, unvested options vested (in dollars per share) | 0.23 | 0.10 |
Weighted average fair value, unvested options forfeited or expired (in dollars per share) | 0.37 | 0.07 |
Weighted average fair value, unvested options cancelled (in dollars per share) | 0.44 | |
Weighted average fair value, unvested options outstanding at the end (in dollars per share) | $ 0.36 | $ 0.30 |
SHARE BASED COMPENSATION - Su_3
SHARE BASED COMPENSATION - Summary of restricted stock (Details) - $ / shares | Aug. 25, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Restricted Common Stock Awards | |||
Shares (in thousands) | |||
Outstanding balance at the beginning (in shares) | 0 | ||
Granted (in shares) | 4,081,000 | ||
Vested (in shares) | 0 | ||
Forfeited (in shares) | 0 | ||
Rescinded (in shares) | (4,081,000) | ||
Outstanding balance at the end (in shares) | 0 | 0 | |
Weighted-Average Issuance Price | |||
Weighted-average issuance price , outstanding balance at the beginning (in dollars per share) | $ 0 | $ 0 | |
Weighted-average issuance price , granted (in dollars per share) | 0.29 | ||
Weighted-average issuance price , vested (in dollars per share) | 0 | ||
Weighted-average issuance price , forfeited (in dollars per share) | 0 | ||
Weighted-average issuance price, rescinded (in dollars per share) | 0.29 | ||
Weighted-average issuance price , outstanding balance at the end (in dollars per share) | 0 | 0 | |
Weighted Average Grant Date Fair Value Per Share | |||
Weighted average grant date fair value, outstanding balance at the beginning ( in dollars per share) | 0 | ||
Weighted average grant date fair value, granted (in dollars per share) | 5.53 | ||
Weighted average grant date fair value, vested (in dollars per share) | 0 | ||
Weighted average grant date fair value, forfeited (in dollars per share) | 0 | ||
Weighted average grant date fair value, rescinded (in dollars per share) | 5.53 | ||
Weighted average grant date fair value, outstanding balance at the end ( in dollars per share) | $ 0 | $ 0 | |
Restricted Stock Unit Awards | |||
Shares (in thousands) | |||
Outstanding balance at the beginning (in shares) | 0 | ||
Granted (in shares) | 4,135,000 | 4,525,000 | |
Vested (in shares) | (57,000) | ||
Forfeited (in shares) | 0 | ||
Unvested and outstanding at the end (in shares) | 4,468,000 | ||
Outstanding balance at the end (in shares) | 4,525,000 | 0 | |
Weighted Average Grant Date Fair Value Per Share | |||
Weighted average grant date fair value, outstanding balance at the beginning ( in dollars per share) | $ 0 | ||
Weighted average grant date fair value, granted (in dollars per share) | 9.62 | ||
Weighted average grant date fair value, vested (in dollars per share) | 9.62 | ||
Weighted average grant date fair value, forfeited (in dollars per share) | 0 | ||
Weighted average grant date fair value, outstanding balance at the end ( in dollars per share) | $ 9.62 | $ 0 |
WARRANT LIABILITY - Narrative (
WARRANT LIABILITY - Narrative (Details) $ / shares in Units, $ in Thousands | Feb. 04, 2022$ / sharesshares | Oct. 19, 2021USD ($)day$ / sharesshares | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($) | Feb. 22, 2022day$ / shares | Dec. 02, 2020$ / shares |
Class of Warrant or Right [Line Items] | ||||||
Number of shares exercisable under warrants (in shares) | 1 | |||||
Warrants exercised (in shares) | 375,189 | |||||
Warrants, exercisable price (in dollars per share) | $ / shares | $ 11.50 | |||||
Initial fair value | $ | $ 35,763 | $ 81,388 | ||||
Loss from change in fair value of warrants | $ | $ 45,625 | $ 0 | ||||
The Warrants | ||||||
Class of Warrant or Right [Line Items] | ||||||
Warrants outstanding (in shares) | 13,100,000 | |||||
Warrant exercisable after IPO, period | 12 months | |||||
Warrant exercise period | 5 years | |||||
The Warrants | Subsequent Event | ||||||
Class of Warrant or Right [Line Items] | ||||||
Warrants outstanding (in shares) | 377,187 | |||||
Warrants exercised (in shares) | 12,722,773 | |||||
Warrants exercised, cash basis (in shares) | 17,785 | |||||
Warrants exercised, cashless basis (in shares) | 12,704,988 | |||||
Redemption, minimum price (in dollars per share) | $ / shares | $ 38 | |||||
The Warrants | Common Class A | ||||||
Class of Warrant or Right [Line Items] | ||||||
Warrants, exercisable price (in dollars per share) | $ / shares | $ 0.10 | |||||
Volume weighted average price trading days | day | 10 | |||||
The Warrants | Common Class A | Subsequent Event | ||||||
Class of Warrant or Right [Line Items] | ||||||
Warrants exercised (in shares) | 3,333,650 | |||||
Warrants, exercisable price (in dollars per share) | $ / shares | $ 11.50 | $ 10.33 | ||||
Volume weighted average price trading days | day | 10 | |||||
Redemption conversion ratio | 0.261 | |||||
Warrants exercised, cash basis (in shares) | 17,785 | |||||
Warrants exercised, cashless basis (in shares) | 3,315,865 | |||||
Public Warrants | ||||||
Class of Warrant or Right [Line Items] | ||||||
Warrants outstanding (in shares) | 8,433,333 | |||||
Number of shares exercisable under warrants (in shares) | 1 | |||||
Warrants, exercisable price (in dollars per share) | $ / shares | $ 11.50 | |||||
Public Warrants | Redemption Option One | ||||||
Class of Warrant or Right [Line Items] | ||||||
Written notice of redemption, period | 3 days | |||||
Public Warrants | Redemption Option Two | ||||||
Class of Warrant or Right [Line Items] | ||||||
Written notice of redemption, period | 3 days | |||||
Public Warrants | Redemption Option Three | ||||||
Class of Warrant or Right [Line Items] | ||||||
Written notice of redemption, period | 3 days | |||||
Public Warrants | LOKB | ||||||
Class of Warrant or Right [Line Items] | ||||||
Warrants outstanding (in shares) | 8,433,333 | |||||
Public Warrants | Common Class A | ||||||
Class of Warrant or Right [Line Items] | ||||||
Warrants outstanding (in shares) | 8,433,333 | 8,418,232 | ||||
Number of shares exercisable under warrants (in shares) | 1 | |||||
Warrants, exercisable price (in dollars per share) | $ / shares | $ 11.50 | |||||
Redemption, minimum price (in dollars per share) | $ / shares | $ 18 | |||||
Public Warrants | Common Class A | Redemption Option One | ||||||
Class of Warrant or Right [Line Items] | ||||||
Warrants, exercisable price (in dollars per share) | $ / shares | $ 0.01 | |||||
Written notice of redemption, period | 30 days | |||||
Redemption, threshold trading days | day | 20 | |||||
Redemption, threshold consecutive trading days | day | 30 | |||||
Public Warrants | Common Class A | Redemption Option One | Minimum | ||||||
Class of Warrant or Right [Line Items] | ||||||
Reported closing price of Common Stock (in dollar per share) | $ / shares | $ 18 | |||||
Public Warrants | Common Class A | Redemption Option Two | ||||||
Class of Warrant or Right [Line Items] | ||||||
Warrants, exercisable price (in dollars per share) | $ / shares | $ 0.10 | |||||
Written notice of redemption, period | 30 days | |||||
Redemption, threshold trading days | day | 20 | |||||
Redemption, threshold consecutive trading days | day | 30 | |||||
Public Warrants | Common Class A | Redemption Option Two | Minimum | ||||||
Class of Warrant or Right [Line Items] | ||||||
Reported closing price of Common Stock (in dollar per share) | $ / shares | $ 10 | |||||
Public Warrants | Common Class A | Redemption Option Three | ||||||
Class of Warrant or Right [Line Items] | ||||||
Warrants, exercisable price (in dollars per share) | $ / shares | $ 0.10 | |||||
Redemption, threshold trading days | day | 20 | |||||
Redemption, threshold consecutive trading days | day | 30 | |||||
Public Warrants | Common Class A | Redemption Option Three | Minimum | ||||||
Class of Warrant or Right [Line Items] | ||||||
Reported closing price of Common Stock (in dollar per share) | $ / shares | $ 18 | |||||
Private Placement Warrants | ||||||
Class of Warrant or Right [Line Items] | ||||||
Warrants outstanding (in shares) | 4,666,667 | |||||
Number of shares exercisable under warrants (in shares) | 1 | |||||
Warrants exercised (in shares) | 4,666,667 | |||||
Warrants, exercisable price (in dollars per share) | $ / shares | $ 11.50 | |||||
Private Placement Warrants | Common Class A | ||||||
Class of Warrant or Right [Line Items] | ||||||
Warrants outstanding (in shares) | 4,666,667 | |||||
Number of shares exercisable under warrants (in shares) | 1 | |||||
Warrants, exercisable price (in dollars per share) | $ / shares | $ 11.50 | $ 11.50 | ||||
Redemption, minimum price (in dollars per share) | $ / shares | $ 18 | |||||
Private Placement Warrants | Class A Ordinary Shares | ||||||
Class of Warrant or Right [Line Items] | ||||||
Number of shares exercisable under warrants (in shares) | 1 | |||||
Warrants, exercisable price (in dollars per share) | $ / shares | $ 11.50 |
WARRANT LIABILITY - Summary of
WARRANT LIABILITY - Summary of Common Stock Issuable Upon Exercise of Warrants Outstanding (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Oct. 19, 2021 | |
Class of Warrant or Right [Line Items] | ||
Exercise Price (in dollars per share) | $ 11.50 | |
Public Warrants | ||
Class of Warrant or Right [Line Items] | ||
Number of Shares (in shares) | 8,433,333 | |
Exercise Price (in dollars per share) | $ 11.50 | |
Private Placement Warrants | ||
Class of Warrant or Right [Line Items] | ||
Number of Shares (in shares) | 4,666,667 | |
Exercise Price (in dollars per share) | $ 11.50 | |
Common Class A | Public Warrants | ||
Class of Warrant or Right [Line Items] | ||
Number of Shares (in shares) | 8,418,232 | 8,433,333 |
Exercise Price (in dollars per share) | $ 11.50 | |
Redemption Price (in dollars per share) | $ 18 | |
Initial Fair Value | $ 23,023 | |
Common Class A | Private Placement Warrants | ||
Class of Warrant or Right [Line Items] | ||
Number of Shares (in shares) | 4,666,667 | |
Exercise Price (in dollars per share) | $ 11.50 | $ 11.50 |
Redemption Price (in dollars per share) | $ 18 | |
Initial Fair Value | $ 12,740 |
EARNOUT LIABILITY - Narrative (
EARNOUT LIABILITY - Narrative (Details) $ / shares in Units, $ in Thousands | Oct. 19, 2021USD ($)day$ / sharesshares | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) |
Class of Warrant or Right [Line Items] | |||
EARNOUT LIABILITY | $ | $ 96,069 | $ 134,173 | $ 0 |
Loss from change in fair value of earnout liability | $ | $ 38,105 | $ 0 | |
Earnout shares | |||
Class of Warrant or Right [Line Items] | |||
Earnout, additional shares (in shares) | shares | 3,333,333 | ||
Trading days | 20 | ||
Consecutive trading days | 30 | ||
Earnout shares | Common Class A | |||
Class of Warrant or Right [Line Items] | |||
Earnout, additional shares (in shares) | shares | 10,000,000 | ||
Trading days | 20 | ||
Consecutive trading days | 30 | ||
Earnout shares | Common Class A | Triggering Event 1 | |||
Class of Warrant or Right [Line Items] | |||
Stock price trigger (in dollars per share) | $ / shares | $ 12.50 | ||
Earnout shares | Common Class A | Triggering Event 2 | |||
Class of Warrant or Right [Line Items] | |||
Stock price trigger (in dollars per share) | $ / shares | 17 | ||
Earnout shares | Common Class A | Triggering Event 3 | |||
Class of Warrant or Right [Line Items] | |||
Stock price trigger (in dollars per share) | $ / shares | $ 20 |
EARNOUT LIABILITY - Valuation M
EARNOUT LIABILITY - Valuation Model and Assumptions (Details) - Earnout shares | Oct. 19, 2021 |
Risk-free interest rate | |
Class of Warrant or Right [Line Items] | |
Earnout liability, measurement input | 0.0123 |
Equity volatility rate | |
Class of Warrant or Right [Line Items] | |
Earnout liability, measurement input | 0.5500 |
SIGNIFICANT CUSTOMERS AND CRE_3
SIGNIFICANT CUSTOMERS AND CREDIT CONCENTRATIONS (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue from Contract with Customer Benchmark | Geographic Concentration Risk | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 100.00% | 100.00% |
China | Revenue from Contract with Customer Benchmark | Geographic Concentration Risk | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 74.00% | 86.00% |
United States | Revenue from Contract with Customer Benchmark | Geographic Concentration Risk | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 18.00% | 7.00% |
Taiwan | Revenue from Contract with Customer Benchmark | Geographic Concentration Risk | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 3.00% | 3.00% |
Korea | Revenue from Contract with Customer Benchmark | Geographic Concentration Risk | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 5.00% | 2.00% |
All others | Revenue from Contract with Customer Benchmark | Geographic Concentration Risk | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 0.00% | 2.00% |
Distributor A | Revenue from Contract with Customer Benchmark | Customer Concentration Risk | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 15.00% | 31.00% |
Distributor A | Accounts Receivable | Customer Concentration Risk | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 44.00% | |
Distributor B | Revenue from Contract with Customer Benchmark | Customer Concentration Risk | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 21.00% | |
Distributor B | Accounts Receivable | Customer Concentration Risk | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 14.00% | |
Distributor C | Revenue from Contract with Customer Benchmark | Customer Concentration Risk | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 21.00% | 16.00% |
Distributor C | Accounts Receivable | Customer Concentration Risk | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 14.00% | |
Distributor D | Revenue from Contract with Customer Benchmark | Customer Concentration Risk | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 19.00% | 13.00% |
Distributor D | Accounts Receivable | Customer Concentration Risk | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 55.00% | |
Distributor E | Revenue from Contract with Customer Benchmark | Customer Concentration Risk | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 18.00% | |
Distributor E | Accounts Receivable | Customer Concentration Risk | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 17.00% | |
Distributor F | Revenue from Contract with Customer Benchmark | Customer Concentration Risk | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 16.00% | |
Distributor F | Accounts Receivable | Customer Concentration Risk | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 17.00% |
STOCKHOLDERS EQUITY (DEFICIT) -
STOCKHOLDERS EQUITY (DEFICIT) - Common Stock and Preferred Stock (Details) | Oct. 19, 2021USD ($)shares | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)investorshares | Dec. 31, 2019shares | Jul. 05, 2018USD ($)$ / shares | |
Class of Stock [Line Items] | ||||||
Capital stock, authorized (in shares) | 751,000,000 | |||||
Capital stock, par value (in dollars per share) | $ / shares | $ 0.0001 | |||||
Common stock, shares authorized (in shares) | 740,000,000 | 93,000,000 | ||||
Preferred stock, authorized (in shares) | 1,000,000 | |||||
Common stock shares issued (in shares) | 117,750,608 | 16,774,044 | ||||
Common stock, shares outstanding (in shares) | 117,733,507 | 117,750,608 | 16,774,044 | |||
Aggregate offer price (in shares) | 17,300,000 | |||||
Aggregate purchase price | $ | $ 173,000,000 | |||||
Direct costs related to issuance | $ | $ 24,967,000 | $ 0 | ||||
Minimum aggregate proceeds in initial public offering | $ | $ 100,000 | |||||
Minimum aggregate proceeds in initial public offering, percentage | 60.00% | |||||
Minimum | ||||||
Class of Stock [Line Items] | ||||||
Preferred stock, convertible (in dollars per share) | $ / shares | $ 0.01 | |||||
Common Stock | ||||||
Class of Stock [Line Items] | ||||||
Common stock, shares authorized (in shares) | 750,000,000 | |||||
Common stock, shares outstanding (in shares) | [1] | 117,751,000 | 16,774,000 | 16,039,000 | ||
Common Class A | ||||||
Class of Stock [Line Items] | ||||||
Common stock, shares authorized (in shares) | 740,000,000 | |||||
Common stock shares issued (in shares) | 163,114,238 | |||||
Common stock, shares outstanding (in shares) | 163,114,238 | |||||
Aggregate offer price (in shares) | 39,477,026 | |||||
Common Class B | ||||||
Class of Stock [Line Items] | ||||||
Common stock, shares authorized (in shares) | 10,000,000 | |||||
Common stock, shares outstanding (in shares) | 6,315,000 | |||||
Series A redeemable convertible preferred stock | ||||||
Class of Stock [Line Items] | ||||||
Redeemable convertible preferred stock, authorized (in shares) | 0 | 16,716,348 | ||||
Preferred stock, convertible (in dollars per share) | $ / shares | 1.05 | |||||
Preferred Stock, Dividends (in dollars per share) | $ / shares | $ 0.08 | |||||
Preferred stock, liquidation preference (in dollars per share) | $ / shares | $ 1.05 | |||||
Series B redeemable convertible preferred stock | ||||||
Class of Stock [Line Items] | ||||||
Redeemable convertible preferred stock, authorized (in shares) | 0 | 14,262,664 | ||||
Preferred stock, convertible (in dollars per share) | $ / shares | 1.94 | |||||
Preferred Stock, Dividends (in dollars per share) | $ / shares | $ 0.15 | |||||
Preferred stock, liquidation preference (in dollars per share) | $ / shares | $ 1.94 | |||||
Series B-1 redeemable convertible preferred stock | ||||||
Class of Stock [Line Items] | ||||||
Redeemable convertible preferred stock, authorized (in shares) | 0 | 6,133,979 | ||||
Preferred stock, convertible (in dollars per share) | $ / shares | 2.79 | |||||
Preferred Stock, Dividends (in dollars per share) | $ / shares | $ 0.22 | |||||
Preferred stock, liquidation preference (in dollars per share) | $ / shares | $ 2.79 | |||||
Series B-2 redeemable convertible preferred stock | ||||||
Class of Stock [Line Items] | ||||||
Redeemable convertible preferred stock, authorized (in shares) | 0 | 24,027,913 | ||||
Number of investors | investor | 13 | |||||
Direct costs related to issuance | $ | $ 706,000 | |||||
Preferred stock, convertible (in dollars per share) | $ / shares | $ 2.92 | |||||
Preferred Stock, Dividends (in dollars per share) | $ / shares | $ 0.23 | |||||
Preferred stock, liquidation preference (in dollars per share) | $ / shares | $ 2.92 | |||||
Series B-2 redeemable convertible preferred stock | Private Placement | ||||||
Class of Stock [Line Items] | ||||||
Aggregate offer price (in shares) | 18,198,891 | |||||
Aggregate purchase price | $ | $ 53,085,000 | |||||
[1] | Retroactively restated to give effect to the October 19, 2021 reverse recapitalization. |
STOCKHOLDERS EQUITY (DEFICIT)_2
STOCKHOLDERS EQUITY (DEFICIT) - Reverse Recapitalization (Details) $ in Thousands | Oct. 19, 2021USD ($)shares |
Reverse Recapitalization [Line Items] | |
Gross proceeds from merger transaction | $ 298,054 |
Gross proceeds from PIPE financing | 173,000 |
Transaction costs | 24,967 |
Transaction expenses | (24,967) |
Additional Paid-in Capital | |
Reverse Recapitalization [Line Items] | |
Transaction costs | 24,967 |
PIPE and SPAC financing | 298,054 |
Transaction expenses | (24,967) |
Conversion of redeemable preferred stock | 109,506 |
Earnout liability | (96,069) |
Warrants liability | (35,763) |
Reverse recapitalization on October 19, 2021 | $ 250,761 |
Common Class A | |
Reverse Recapitalization [Line Items] | |
PIPE and SPAC financing (in shares) | shares | 117,733,507 |
Reverse recapitalization on October 19, 2021 (in shares) | shares | 117,733,507 |
PIPE and SPAC financing | $ 12 |
Reverse recapitalization on October 19, 2021 | $ 12 |
STOCKHOLDERS EQUITY (DEFICIT)_3
STOCKHOLDERS EQUITY (DEFICIT) - Forward Purchase Agreement (Details) - USD ($) $ in Millions | Nov. 18, 2021 | Oct. 19, 2021 | Oct. 06, 2021 |
Reverse Recapitalization [Line Items] | |||
Aggregate offer price (in shares) | 17,300,000 | ||
Aggregate purchase price | $ 173 | ||
Common Class A | |||
Reverse Recapitalization [Line Items] | |||
Aggregate offer price (in shares) | 39,477,026 | ||
ACM | |||
Reverse Recapitalization [Line Items] | |||
Aggregate offer price (in shares) | 3,000,000 | 3,000,000 | |
Aggregate purchase price | $ 30 | ||
ACM | |||
Reverse Recapitalization [Line Items] | |||
Aggregate purchase price | $ 30 | ||
ACM | Live Oak | |||
Reverse Recapitalization [Line Items] | |||
Right to sell, period | 2 years | ||
ACM | Live Oak | Common Class A | |||
Reverse Recapitalization [Line Items] | |||
Right to purchase, shares (up to) | 3,000,000 |
STOCKHOLDERS EQUITY (DEFICIT)_4
STOCKHOLDERS EQUITY (DEFICIT) - Warrants (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Oct. 19, 2021 | Dec. 29, 2020 | Dec. 16, 2020 | Apr. 29, 2020 | Sep. 07, 2018 | Sep. 06, 2018 | Mar. 06, 2018 | Dec. 31, 2016 | |
Class of Stock [Line Items] | ||||||||||||
Warrants, exercisable price (in dollars per share) | $ 11.50 | |||||||||||
Loss from change in fair value of warrants | $ 45,625 | $ 0 | ||||||||||
Term Loan Agreement Warrants | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Warrants outstanding (in shares) | 49,223 | 96,300 | ||||||||||
Warrants, exercisable price (in dollars per share) | $ 1.94 | $ 1.05 | ||||||||||
Investor Entity Warrants | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Warrants outstanding (in shares) | 342,827 | 548,523 | 215,227 | |||||||||
Warrants, exercisable price (in dollars per share) | $ 0.29 | $ 0.29 | $ 0.22 | |||||||||
Warrants issued under met performance conditions (in shares) | 21,522 | |||||||||||
Expense recognized | $ 1 | |||||||||||
Cash payment for warrant exercises | $ 47 | |||||||||||
Loss from change in fair value of warrants | $ 163 | $ 331 | ||||||||||
Potential Customer Warrants | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Warrants outstanding (in shares) | 717,424 | |||||||||||
Warrants, exercisable price (in dollars per share) | $ 2.79 | |||||||||||
Loan and Security Agreement Warrants | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Warrants outstanding (in shares) | 30,000 | |||||||||||
Warrants, exercisable price (in dollars per share) | $ 2.92 |
STOCKHOLDERS EQUITY (DEFICIT)_5
STOCKHOLDERS EQUITY (DEFICIT) - Weighted-Average Assumptions (Details) | Dec. 31, 2020yr$ / shares |
Expected dividend yield | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants, measurement input | 0 |
Risk-free interest rate | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants, measurement input | 0.0021 |
Expected life in years | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants, measurement input | yr | 2.5 |
Expected volatility | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants, measurement input | 0.68 |
Weighted-average fair value of warrants granted | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants, measurement input | $ / shares | 0.85 |
LOSS PER SHARE - Summary Of Los
LOSS PER SHARE - Summary Of Loss Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | ||
Earnings Per Share [Abstract] | |||
Net loss | $ (152,685) | $ (19,044) | |
Weighted-average common shares, basic (in shares) | [1] | 39,167 | 16,246 |
Weighted-average common shares, diluted (in shares) | [1] | 39,167 | 16,246 |
Basic loss per common share (in dollars per share) | $ (3.90) | $ (1.17) | |
Diluted loss per common share (in dollars per share) | $ (3.90) | $ (1.17) | |
[1] | Retroactively restated to give effect to the October 19, 2021 reverse recapitalization. |
LOSS PER SHARE (Details)
LOSS PER SHARE (Details) - shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities | 45,363 | 68,713 |
Redeemable convertible preferred stock shares | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities | 0 | 54,449 |
Warrants to purchase redeemable convertible preferred stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities | 0 | 176 |
Warrants to purchase common shares | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities | 13,085 | 1,107 |
Earnout shares | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities | 10,000 | 0 |
Unvested restricted stock units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities | 4,525 | 0 |
Stock options potentially exercisable for common shares | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities | 17,753 | 12,981 |
PROVISION FOR INCOME TAXES - Sc
PROVISION FOR INCOME TAXES - Schedule of Income Before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
U.S. operations | $ (101,146) | $ (14,084) |
Foreign operations | (51,492) | (4,955) |
LOSS BEFORE INCOME TAXES | $ (152,638) | $ (19,039) |
PROVISION FOR INCOME TAXES - _2
PROVISION FOR INCOME TAXES - Schedule of Components of Income Tax Provision (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Current provision (benefit): | ||
Federal | $ 0 | $ 0 |
State | 19 | 1 |
Foreign | 28 | 4 |
Total current | 47 | 5 |
Deferred provision (benefit): | ||
Federal | (8,362) | (4,216) |
State | (4,629) | 2,285 |
Foreign | 0 | (1,237) |
Valuation allowance | 12,991 | 3,168 |
Total deferred | 0 | 0 |
Total | $ 47 | $ 5 |
PROVISION FOR INCOME TAXES - Re
PROVISION FOR INCOME TAXES - Reconciliation of Federal Statutory Income Tax Rate to the Company's Effective Tax Rate (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Provision computed at Federal statutory rate | 21.00% | 21.00% |
Change in valuation allowance | (8.50%) | (17.20%) |
Return to provision adjustments | 1.00% | (6.70%) |
Foreign income tax rate and benefit | 0.10% | 6.70% |
Effect of permanent differences | 0.40% | (0.20%) |
Non-deductible expenses - mark to market liabilities | (11.50%) | 0.00% |
Stock based compensation | (5.50%) | (0.50%) |
State tax, net of federal | 2.70% | 0.20% |
Deferred tax asset and liability adjustment | 0.40% | (3.20%) |
Other | (0.10%) | (0.10%) |
Total | (0.00%) | 0.00% |
PROVISION FOR INCOME TAXES - Co
PROVISION FOR INCOME TAXES - Components of Net Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 28,052 | $ 17,146 |
Benefit of tax credit carry-forwards | 207 | 207 |
Start up costs | 2,009 | 1,648 |
Other | 2,367 | 410 |
Valuation allowance | (32,382) | (19,392) |
Deferred tax assets | 253 | 19 |
Deferred tax liabilities: | ||
Depreciation | (253) | (19) |
Deferred tax liabilities | (253) | (19) |
Net deferred tax balance | $ 0 | $ 0 |
PROVISION FOR INCOME TAXES - Na
PROVISION FOR INCOME TAXES - Narrative (Details) $ in Thousands | Dec. 31, 2021USD ($) |
U.S. operations | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | $ 100,147 |
State and Local Jurisdiction | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | $ 82,583 |
COMMITMENTS and CONTINGENCIES -
COMMITMENTS and CONTINGENCIES - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Rent expense | $ 1,255 | $ 859 |
Severance payments, aggregate amount to be paid | $ 1,443 |
COMMITMENTS and CONTINGENCIES_2
COMMITMENTS and CONTINGENCIES - Future Minimum Lease Payments (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2022 | $ 966 |
2023 | 585 |
2024 | 170 |
2025 | 0 |
2026 | 0 |
Thereafter | 0 |
Total future minimum lease payments | $ 1,721 |
EMPLOYEE BENEFIT PLAN (Details)
EMPLOYEE BENEFIT PLAN (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Postemployment Benefits [Abstract] | ||
Matching contributions | $ 332 | $ 270 |
RELATED PARTY TRANSACTIONS - Na
RELATED PARTY TRANSACTIONS - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Affiliated Entity | Note Receivable With An Employee | ||
Related Party Transaction [Line Items] | ||
Interest income | $ 4 | $ 4 |
Affiliated Entity | Note Receivable With An Employee | Minimum | ||
Related Party Transaction [Line Items] | ||
Interest rate | 1.00% | |
Affiliated Entity | Note Receivable With An Employee | Maximum | ||
Related Party Transaction [Line Items] | ||
Interest rate | 2.76% | |
Management | Service Agreement | Navitas Ireland | ||
Related Party Transaction [Line Items] | ||
Monthly service fee | $ 16 | |
Corporate Joint Venture | ||
Related Party Transaction [Line Items] | ||
Revenue recognized from sales to joint venture | $ 435 | |
Corporate Joint Venture | Other Assets | ||
Related Party Transaction [Line Items] | ||
Investment balance | $ 1,300 |
RELATED PARTY TRANSACTIONS - No
RELATED PARTY TRANSACTIONS - Notes Receivable (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Affiliated Entity | Note Receivable With An Employee | ||
Related Party Transaction [Line Items] | ||
Notes receivable | $ 206 | $ 221 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) | Feb. 04, 2022$ / sharesshares | Feb. 22, 2022day$ / shares | Oct. 19, 2021day$ / sharesshares | Dec. 02, 2020$ / shares |
Subsequent Event [Line Items] | ||||
Warrants, exercisable price (in dollars per share) | $ / shares | $ 11.50 | |||
Warrants converted (in shares) | 375,189 | |||
The Warrants | ||||
Subsequent Event [Line Items] | ||||
Warrants outstanding (in shares) | 13,100,000 | |||
The Warrants | Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Warrants converted (in shares) | 12,722,773 | |||
Warrants exercised, cash basis (in shares) | 17,785 | |||
Warrants exercised, cashless basis (in shares) | 12,704,988 | |||
Warrants outstanding (in shares) | 377,187 | |||
Redemption, minimum price (in dollars per share) | $ / shares | $ 38 | |||
The Warrants | Common Class A | ||||
Subsequent Event [Line Items] | ||||
Warrants, exercisable price (in dollars per share) | $ / shares | $ 0.10 | |||
Volume weighted average price trading days | day | 10 | |||
The Warrants | Common Class A | Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Warrants, exercisable price (in dollars per share) | $ / shares | $ 11.50 | $ 10.33 | ||
Volume weighted average price trading days | day | 10 | |||
Redemption conversion ratio | 0.261 | |||
Warrants converted (in shares) | 3,333,650 | |||
Warrants exercised, cash basis (in shares) | 17,785 | |||
Warrants exercised, cashless basis (in shares) | 3,315,865 |