COVER PAGE
COVER PAGE - shares | 3 Months Ended | |
Mar. 31, 2024 | May 13, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2024 | |
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 | 3520 Challenger Street | |
Entity Address, Postal Zip Code | 90503-1640 | |
Entity Address, City or Town | Torrance, | |
Entity Address, State or Province | CA | |
City Area Code | 844 | |
Local Phone Number | 654-2642 | |
Title of 12(b) Security | Class A Common Stock,par value $0.0001 per share | |
Trading Symbol | NVTS | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 183,100,829 | |
Amendment Flag | false | |
Entity Central Index Key | 0001821769 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Current Fiscal Year End Date | --12-31 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 129,682 | $ 152,839 |
Accounts receivable, net | 22,199 | 25,858 |
Inventories | 33,176 | 23,166 |
Prepaid expenses and other current assets | 6,024 | 6,619 |
Total current assets | 191,081 | 208,482 |
PROPERTY AND EQUIPMENT, net | 11,773 | 9,154 |
OPERATING LEASE RIGHT OF USE ASSETS | 7,805 | 8,268 |
INTANGIBLE ASSETS, net | 86,325 | 91,099 |
GOODWILL | 163,215 | 163,215 |
OTHER ASSETS | 7,690 | 5,328 |
Total assets | 467,889 | 485,546 |
CURRENT LIABILITIES: | ||
Accounts payable and other accrued expenses | 24,450 | 26,637 |
Accrued compensation expenses | 7,591 | 10,902 |
Operating lease liabilities, current | 1,857 | 1,892 |
Customer deposit | 8,074 | 10,953 |
Total current liabilities | 41,972 | 50,384 |
OPERATING LEASE LIABILITIES NONCURRENT | 6,307 | 6,653 |
EARNOUT LIABILITY | 20,653 | 46,852 |
DEFERRED TAX LIABILITIES | 1,040 | 1,040 |
Total liabilities | 69,972 | 104,929 |
COMMITMENTS AND CONTINGENCIES (Note 13) | ||
STOCKHOLDERS’ EQUITY: | ||
Common stock, $0.0001 par value, 750,000,000 shares authorized as of March 31, 2024 and December 31, 2023, and 182,996,785 and 179,196,418 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively | 21 | 21 |
Additional paid-in capital | 701,771 | 680,790 |
Accumulated other comprehensive loss | (7) | (7) |
Accumulated deficit | (303,868) | (300,187) |
Total stockholders’ equity | 397,917 | 380,617 |
Total liabilities and stockholders’ equity | $ 467,889 | $ 485,546 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 750,000,000 | 750,000,000 |
Common stock shares issued (in shares) | 182,996,785 | 179,196,418 |
Common stock, shares outstanding (in shares) | 182,996,785 | 179,196,418 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Statement [Abstract] | ||
NET REVENUES | $ 23,175 | $ 13,358 |
COST OF REVENUES (exclusive of amortization of intangible assets included below) | 13,660 | 7,873 |
OPERATING EXPENSES: | ||
Research and development | 20,229 | 17,394 |
Selling, general and administrative | 16,087 | 19,058 |
Amortization of intangible assets | 4,774 | 4,499 |
Total operating expenses | 41,090 | 40,951 |
LOSS FROM OPERATIONS | (31,575) | (35,466) |
OTHER INCOME (EXPENSE), net: | ||
Interest income | 1,682 | 903 |
Gain (loss) from change in fair value of earnout liabilities | 26,199 | (27,752) |
Other income | 83 | 11 |
Total other income (expense), net | 27,964 | (26,838) |
LOSS BEFORE INCOME TAXES | (3,611) | (62,304) |
INCOME TAX PROVISION | 70 | 61 |
NET LOSS | (3,681) | (62,365) |
LESS: NET LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS | 0 | (518) |
NET LOSS ATTRIBUTABLE TO CONTROLLING INTERESTS | $ (3,681) | $ (61,847) |
NET LOSS PER COMMON SHARE: | ||
Basic net loss per share attributable to common stockholders (in dollars per share) | $ (0.02) | $ (0.39) |
Diluted net loss per share attributable to common stockholders (in dollars per share) | $ (0.02) | $ (0.39) |
WEIGHTED AVERAGE COMMON SHARES USED IN NET LOSS PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS: | ||
Basic common shares (in shares) | 179,779 | 156,792 |
Diluted common shares (in shares) | 179,779 | 156,792 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Statement of Comprehensive Income [Abstract] | ||
NET LOSS | $ (3,681) | $ (62,365) |
Other comprehensive income | 0 | 0 |
COMPREHENSIVE LOSS | (3,681) | (62,365) |
COMPREHENSIVE LOSS ATTRIBUTABLE TO NONCONTROLLING INTEREST | 0 | (518) |
TOTAL COMPREHENSIVE LOSS ATTRIBUTABLE TO CONTROLLING INTEREST | $ (3,681) | $ (61,847) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY - USD ($) $ in Thousands | Total | Common stock | Additional paid in capital | Accumulated deficit | Accumulated comprehensive loss | Noncontrolling interest |
Beginning balance, common stock (in shares) at Dec. 31, 2022 | 153,629,000 | |||||
Beginning balance, common stock at Dec. 31, 2022 | $ 384,760 | $ 18 | $ 535,875 | $ (154,754) | $ (7) | $ 3,628 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock under employee stock option and stock awards plans (in shares) | 3,083,000 | |||||
Issuance of common stock under employee stock option and stock award plans | 2,925 | 2,925 | ||||
Stock-based compensation expense related to employee and non-employee stock awards | 14,884 | 14,884 | ||||
Shares issued in connection with buyout agreement (in shares) | 4,232,000 | |||||
Shares issued in connection with buyout agreement | 4,399 | 7,509 | (3,110) | |||
Net loss | (62,365) | (61,847) | (518) | |||
Ending balance, common stock (in shares) at Mar. 31, 2023 | 160,944,000 | |||||
Ending balance, common stock at Mar. 31, 2023 | $ 344,603 | $ 18 | 561,193 | (216,601) | (7) | 0 |
Beginning balance, common stock (in shares) at Dec. 31, 2023 | 179,196,418 | 179,196,000 | ||||
Beginning balance, common stock at Dec. 31, 2023 | $ 380,617 | $ 21 | 680,790 | (300,187) | (7) | 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock under employee stock option and stock awards plans (in shares) | 3,801,000 | |||||
Issuance of common stock under employee stock option and stock award plans | 10,734 | 10,734 | ||||
Stock-based compensation expense related to employee and non-employee stock awards | 10,247 | 10,247 | ||||
Net loss | $ (3,681) | (3,681) | ||||
Ending balance, common stock (in shares) at Mar. 31, 2024 | 182,996,785 | 182,997,000 | ||||
Ending balance, common stock at Mar. 31, 2024 | $ 397,917 | $ 21 | $ 701,771 | $ (303,868) | $ (7) | $ 0 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (3,681) | $ (62,365) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 722 | 506 |
Amortization of intangible assets | 4,774 | 4,536 |
Non-cash lease expense | 601 | 512 |
Other | 0 | 86 |
Stock-based compensation expense | 13,548 | 17,160 |
(Gain) loss from change in fair value of earnout liability | (26,199) | 27,752 |
Deferred income taxes | 0 | 5 |
Change in operating assets and liabilities: | ||
Accounts receivable | 3,659 | 1,704 |
Inventories | (10,010) | 188 |
Prepaid expenses and other current assets | 595 | 743 |
Other assets | 138 | (1,612) |
Accounts payable, accrued compensation and other accrued expenses | (532) | 3,376 |
Operating lease liability | (519) | (511) |
Customer deposit | (2,879) | 0 |
Net cash used in operating activities | (19,783) | (7,920) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Investment purchases | (2,500) | (1,000) |
Purchases of property and equipment | (2,898) | (815) |
Net cash used in investing activities | (5,398) | (1,815) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from issuance of common stock in connection stock option exercises | 236 | 221 |
Proceeds from employee stock purchase plan | 1,788 | 0 |
Net cash provided by financing activities | 2,024 | 221 |
NET DECREASE IN CASH AND CASH EQUIVALENTS | (23,157) | (9,514) |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 152,839 | 110,337 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | 129,682 | 100,823 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Cash paid for income taxes | 27 | 10 |
Shares issued in connection with buyout agreement | 0 | 22,400 |
Capital expenditures in accounts payable | $ 942 | $ 228 |
ORGANIZATION AND BASIS OF PRESE
ORGANIZATION AND BASIS OF PRESENTATION | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND BASIS OF PRESENTATION | ORGANIZATION AND BASIS OF PRESENTATION Navitas Semiconductor Corporation (“the Company”) designs, develops and markets next-generation power semiconductors including gallium nitride (“GaN”) power integrated circuits (“ICs”), silicon carbide (“SiC”) devices and associated high-speed silicon system controllers, and digital isolators used in power conversion and charging. Power supplies incorporating the Company’s products may be used in a wide variety of applications including fast chargers for mobile phones and laptops, consumer electronics, data centers, solar products, electric vehicles and infrastructure, among numerous other applications. The Company’s products provide superior efficiency, performance, size, cost and sustainability relative to existing silicon technology. 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, Ireland, Germany, Italy, Belgium, China, Taiwan, Thailand, South Korea and the Philippines, with principal executive offices in Torrance, California. Investment in Third Party On January 3, 2024, the Company made an additional investment of $2.5 million in preferred interests in a third party . The Company’s new ownership percentage increased to 15.48%. The investment is $5.0 million and $2.5 million as of March 31, 2024 and December 31, 2023, respectively. Such investment is included in Other Assets in the Condensed Consolidated Balance Sheets and is accounted for as an equity investment under ASC 321 Investments - Equity Securities. In accordance with ASC 321, the Company elected to use the measurement alternative to measure such investments at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investments of the same issuer, if any. May 2023 Public Offering On May 26, 2023, the Company completed an underwritten public offering (the “May 2023 Public Offering”) of 10,000,000 shares of its Class A Common Stock at a public offering price of $8.00 per share, before deducting underwriting discounts and commissions. In connection with the May 2023 Public Offering, the Company granted the underwriters of the offering a 30-day option to purchase up to an additional 1,500,000 shares of the Company’s Class A Common Stock (the “Option Shares”) from the Company at the same public offering price. On June 1, 2023, the underwriters exercised in full their option to purchase the Option Shares. The sale of the Option Shares closed on June 5, 2023. After deducting underwriting discounts and commissions and before deducting offering expenses payable by the Company, the Company received net proceeds of $75.6 million and $11.3 million from the May 2023 Public Offering and sale of the Option Shares, respectively. The total net proceeds received by the Company after deducting offering expenses was $86.5 million. The Company intends to use the net proceeds for working capital and other general corporate purposes, including potential acquisitions or strategic manufacturing investments. Acquisitions In January 2023, the Company announced an agreement to acquire the remaining minority interest in its silicon control IC joint venture from Halo Microelectronics International Corporation for a purchase price of $22.4 million in Navitas stock. The transaction was completed in February 2023. See Note 15, Noncontrolling Interest, for more information. Basis of Presentation The unaudited condensed consolidated financial statements included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The information contained in the condensed consolidated financial statements includes normal recurring adjustments and reflects all adjustments, which are in the opinion of management, necessary for a fair presentation of such condensed consolidated financial statements. Operating results for the three months ended March 31, 2024, are not necessarily indicative of results to be expected for the full year ending December 31, 2024. Certain footnote disclosures normally included in annual consolidated financial statements prepared in accordance with generally accepted accounting principles (“GAAP”) in the United States of America have been condensed or omitted pursuant to SEC rules and regulations relating to interim financial statements. The accompanying condensed consolidated financial statements should be read in conjunction with consolidated financial statements and notes thereto contained in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on March 6, 2024. Except as further described below, there have been no significant changes in the Company’s accounting policies from those disclosed in its Form 10-K filed with the SEC on March 6, 2024. 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, 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. Actual results could differ from those estimates. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS | SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS Valuation of Contingent Consideration Resulting from a Business Combination In connection with certain acquisitions, we may be required to pay future consideration that is contingent upon the achievement of specified milestone events. We record contingent consideration resulting from a business combination at its fair value on the acquisition date. Each quarter thereafter, we revalue these obligations and record increases or decreases in their fair value within our Condensed Consolidated Statements of Operations until such time as the specified milestone achievement period is complete. Increases or decreases in fair value of the contingent consideration liabilities can result from updates to assumptions such as the expected timing or probability of achieving the specified milestones. Significant judgment is employed in determining these assumptions as of the acquisition date and for each subsequent period. Updates to assumptions could have a significant impact on our results of operations in any given period. Actual results may differ from estimates. Recently Issued Accounting Standards In December 2023, the Financial Accounting Standards Board (FASB) issued ASU 2023-09, titled Income Taxes (Topic 740): Improvements to Income Tax Disclosures. These amendments address investor requests for enhanced transparency regarding income tax information. Specifically, they improve income tax disclosures related to rate reconciliation and income taxes paid. ASU 2023-09 becomes effective for fiscal years beginning after December 15, 2024, with early adoption permitted. While we are currently assessing the impact of this standard, we anticipate it will result in disclosure changes only. This Form 10-Q does not include any other newly implemented accounting standards or pronouncements beyond those detailed above. Such exclusions were made because they either do not apply to our company or are not anticipated to materially impact the condensed consolidated financial statements. |
INVENTORIES
INVENTORIES | 3 Months Ended |
Mar. 31, 2024 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | INVENTORIES Inventories consist of the following (in thousands): March 31, 2024 December 31, 2023 Raw materials $ 4,576 $ 7,743 Work-in-process 23,000 10,863 Finished goods 5,600 4,560 Total $ 33,176 $ 23,166 |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 3 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | PROPERTY AND EQUIPMENT, NET Property and equipment, net consist of the following (in thousands): March 31, 2024 December 31, 2023 Furniture and fixtures $ 277 $ 244 Computers and other equipment 12,778 10,339 Leasehold improvements 3,964 2,360 Construction in Progress 390 1,114 17,409 14,057 Accumulated depreciation (5,636) (4,903) Total $ 11,773 $ 9,154 The depreciation expense was $0.7 million and $0.5 million f or the three months ended March 31, 2024 and 2023 , 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 — 6 years |
FAIR VALUE OF FINANCIAL ASSETS
FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES | 3 Months Ended |
Mar. 31, 2024 | |
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 and current liabilities causes each of their carrying values to approximate fair value for all periods presented. Cash equivalents classified as Level 1 instruments were $113.0 million as of March 31, 2024 and $139.0 million for December 31, 2023. The following table presents the Company’s fair value hierarchy for financial liabilities as of March 31, 2024 (in thousands) : Level 1 Level 2 Level 3 Total Liabilities: Earnout liability $ — $ — $ 20,653 $ 20,653 Total $ — $ — $ 20,653 $ 20,653 The following table presents the Company’s fair value hierarchy for financial liabilities as of December 31, 2023 (in thousands): Level 1 Level 2 Level 3 Total Liabilities: Earnout liability $ — $ — $ 46,852 $ 46,852 Total $ — $ — $ 46,852 $ 46,852 The following table provides a reconciliation between the beginning and ending balances of items measured at fair value on a recurring basis that used significant unobservable inputs (Level 3) (in thousands): Fair Value Measurements Using Significant Unobservable Inputs Balance at December 31, 2023 $ 46,852 Fair value adjustment (26,199) Balance at March 31, 2024 $ 20,653 The Company did not transfer any investments between Level 1 and Level 2 of the fair value hierarchy during the three months ended March 31, 2024. |
GOODWILL AND INTANGIBLES
GOODWILL AND INTANGIBLES | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLES | GOODWILL AND INTANGIBLES Goodwill represents the excess of the consideration transferred over the estimated fair value of assets acquired and liabilities assumed in a business combination. Intangible assets are measured at their respective fair values as of the acquisition date and may be subject to adjustment within the measurement period, which may be up to one year from the acquisition date. Goodwill and indefinite-lived intangible assets are tested for impairment annually, or more frequently if events or changes in circumstances indicate that it is more likely than not that the assets are impaired. The following table presents the Company’s intangible asset balance by asset class as of March 31, 2024 (in thousands): Intangible Asset Cost Accumulated Amortization Net Book Value Amortization Method Useful Life Trade Names $ 900 $ (731) $ 169 Straight line 2 years Developed Technology 53,500 (21,047) 32,453 Straight line 4-10 years In-process R&D 1,177 — 1,177 Indefinite N/A Patents 34,900 (4,039) 30,861 Straight line 5-15 years Customer Relationships 24,300 (3,949) 20,351 Straight line 10 years Non-Competition Agreements 1,900 (618) 1,282 Straight line 5 years Other 658 (626) 32 Straight line 5 years Total $ 117,335 $ (31,010) $ 86,325 The following table presents the changes in the Company’s intangible asset balance (in thousands): Intangible Assets, net Balance at December 31, 2023 $ 91,099 Additions to intangible assets — Amortization expense (4,774) Balance at March 31, 2024 $ 86,325 The amortization expense was $4.8 million and $4.5 million for the thre e months ended March 31, 2024 and 2023, respectively. Total future amortization expense of intangible assets is estimated to be as follows (in thousands): Fiscal Year Ending December 31, Total 2024 (remainder of fiscal 2024) $ 14,153 2025 18,645 2026 14,042 2027 5,336 2028 4,690 Thereafter 28,301 Total $ 85,167 There were no impairment charges during the three months ended March 31, 2024 and 2023. |
LEASES
LEASES | 3 Months Ended |
Mar. 31, 2024 | |
Leases [Abstract] | |
LEASES | LEASES: The Compa ny has entered into operating leases primarily for commercial buildings. These leases have remaining terms which range from 0.2 to 5.6 years. As of March 31, 2024, no operating lease agreements contain economic penalties for the Company to extend th e lease, and it is not reasonably certain the Company will exercise these extension options. Additionally, these operating lease agreements do not contain material residual value guarantees or material restrictive covenants. As of March 31, 2024, all leases recorded on the Company’s consolidated balance sheets were operating leases. The Company has made the accounting policy election to use certain ongoing practical expedients made available by ASC 842 to: (i) not separate lease components from non-lea se components for real estate; and (ii) exclude leases with an initial term of 12 months or less (“short-term” leases) from the consolidated balance sheets and will recognize related lease payments in the consolidated statements of operations on a straight-line basis over the lease term. For leases that do not have a readily determinable implicit rate, the Company uses its estimated secured incremental borrowing rate based on the information available at the lease commencement date to determine the present value of lease payments. Rent expense, including short-term lease cost, was $0.8 million and $0.5 million for the three months ended March 31, 2024 and 2023 , respectively. In addition to rent payments, the Company’s leases include real estate taxes, common area maintenance, utilities, and management fees, which are not fixed. The Company accounts for these costs as variable payments and does not include such costs as a lease component. Total variable expense was $0.1 million for the three months ended March 31, 2024 and not material for the three months ended March 31, 2023 . Information related to the Company right-of-use assets and related operating lease liabilities were as follows (in thousands): Three Months Ended March 31, 2024 2023 Cash paid for operating lease liabilities $ 566 $ 454 Operating lease cost $ 601 $ 512 Non-cash right-of-use assets obtained in exchange for new operating lease obligations $ 28 $ 590 Weighted-average remaining lease term 4.71 4.96 Weight-average discount rate 3.45% - 9.25% 4.25% - 7.75% Maturities of lease liabilities are as follows (in thousands): Remainder of fiscal year 2024 $ 1,574 Fiscal year 2025 1,876 Fiscal year 2026 1,766 Fiscal year 2027 1,772 Fiscal year 2028 1,687 Thereafter 486 9,161 Less imputed interest 997 Total lease liabilities $ 8,164 |
SHARE BASED COMPENSATION
SHARE BASED COMPENSATION | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
SHARE BASED COMPENSATION | SHARE BASED COMPENSATION: Equity Incentive Plans The Navitas Semiconductor Limited 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 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 had issued an aggregate of 11,276,706 stock options and non-statutory options to its employees and consultants and 4,525,344 RSUs 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 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) su ch amount, if any, as the board of directors may determine. As of March 31, 2024 the Company has issued 9,750,000 non- statutory stock options under the 2021 Plan. Stock-Based Compensation 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, except for long-term incentive performance stock options (“LTIP Options”) discussed below. 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 three months ended March 31, 2024 and 2023: Three Months Ended March 31, 2024 2023 Research and development $ 7,370 $ 7,177 Selling, general and administrative 6,178 9,983 Total stock-based compensation expense $ 13,548 $ 17,160 Stock Options Generally, stock options granted under the Plans have terms of ten years and vest in 1/4th increments on the anniversary of the vesting commencement date and in 1/48th increments 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. The Company did not grant any stock option awards during the three months ended March 31, 2024 or 2023. A summary of stock options outstanding, excluding LTIP Options as of March 31, 2024, and activity during the three months then ended, is presented below: Stock Options Shares Weighted- Weighted- Outstanding at December 31, 2023 2,657 $ 0.72 5.7 Exercised (423) 0.55 0 Forfeited or expired (14) 1.06 0 Outstanding at March 31, 2024 2,220 $ 0.76 5.6 Vested and Exercisable at March 31, 2024 2,050 $ 0.73 5.6 During both the three months ended March 31, 2024 and 2023, the Company recogni ze d $0.1 million o f stock-based compensation expense for the vesting of outstanding stock optio ns, excluding $1.9 million and $2.5 million, respectively, related to the LTIP Options described below. At March 31, 2024, unrecognized compensation cost related to unvested options totaled $0.1 million . The weighted-average period over which this remaining compensation cost will be recognized is 0.5 years. Long-term Incentive Plan Stock Options The Company awarded a total of 6,500,000 LTIP Options (“2021 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 incentive awards for the recipients over the duration of the performance period. The options vest in increments subject to achieving certain market and 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 $9.14 based on the Black-Scholes model and a Monte Carlo simulation incorporating 500,000 scenarios. The weighted average contractual period remaining is 7.8 years. The Company utilized the services of a professional valuation firm to finalize these assumptions during the fiscal year ended December 31, 2023. The valuation model utilized the following assumptions: Risk-free interest rates 1.47 % Expected volatility rates 67.33 % Expected dividend yield — Cost of equity (for derived service period) 11.77 % Weighted-average grant date fair value of options $9.14 In connection with the “2021 LTIP Options”, the Company recognized $1.6 million and $2.2 million of stock-based compensation expense for the three months ended March 31, 2024 and 2023, respectively. The unrecognized compensation expense related to these LTIP Options is $4.7 million as of March 31, 2024, and compensation expense will be recognized over 0.8 years. On a quarterly basis, after evaluating the 2021 LTIP Options based on the probability of achieving certain market and performance conditions, the Company may true up the 2021 LTIP Options expense as needed. The Company awarded a total of 3,250,000 performance stock options (“2022 LTIP Options”) to a member of senior management on August 15, 2022 pursuant to the 2021 Plan. The options vest in increments subject to achieving certain market and 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 $10.00 per share and the average fair value on the grant date was $2.89. The weighted average contractual period remaining is 8.3 years. Th e Black-Scholes model and a Monte Carlo simulation incorporated 100,000 scenarios. The valuation model utilized the following assumptions: Risk-free interest rates 2.82 % Expected volatility rates 68.48 % Expected dividend yield — Cost of equity (for derived service period) 14.64 % Weighted-average grant date fair value of options $2.89 In connection with the “2022 LTIP Options”, the Company recognized $0.3 million of stock-based compensation expense for both the three months ended March 31, 2024 and 2023, respectively. The unrecognized compensation expense related to the LTIP Options is $1.5 million as of March 31, 2024, and compensation expense will be recognized over 1.7 years. On a quarterly basis, after evaluating the 2022 LTIP Options based on the probability of achieving certain market and performance conditions, the Company may true up the 2022 LTIP Options expense as needed. Restricted Stock Units The Company regularly grants RSUs to employees as a component of their compensation. A summary of RSUs outstanding as of March 31, 2024 , and activity during the three months then ended, is presented below: Restricted Stock Unit Awards Shares Weighted-Average Grant Date Fair Value Per Share Outstanding at December 31, 2023 12,872 $ 6.70 Granted 4,346 5.66 Vested (2,985) 6.43 Forfeited (27) 6.04 Outstanding at March 31, 2024 14,206 $ 6.43 During the three months ended March 31, 2024 and 2023, the Company recognized $8.2 million and $7.1 million of stock-based compensation expense for the vesting of RSUs, respectively. As of March 31, 2024, unrecognized compensation cost related to unvested RSU awards totaled $79.2 million. The weighted-average period over which this remaining compensation cost is expected be recognized is 2.5 years. The Company’s annual bonus plan of $2.5 million related to fiscal year 2024 (included in accrued compensation expense liability on the condensed consolidated balance sheets), will be issued with a variable number of fully-vested restricted stock units to its employees and is expected to be settled in the first quarter of 2025. Based on the closing share price of the Company’s Class A Common Stock of $4.77 on March 28, 2024, approximately 518,942 shares would be issued, however the actual number of shares will be based on the share price at the date of settlement. 2022 Employee Stock Purchase Plan In August 2022, the Company’s board of directors adopted the Company’s 2022 Employee Stock Purchase Plan (the “2022 ESPP”), subject to stockholder approval. The 2022 ESPP was approved by stockholders at the Company’s annual stockholders’ meeting held November 10, 2022. The Company authorized the issuance of 3,000,000 shares of common stock under the 2022 ESPP. Under the 2022 ESPP, eligible employees are granted the right to purchase shares of common stock at the lower of 85% of the fair value at the time of offering or 85% of the fair value at the time of purchase, generally over a six-month period. The first offering period under the 2022 ESPP commenced in February 2023 and the second offering in September 2023. For the three months ended March 31, 2024, employees who elected to participate in the ESPP purchased 393,139 shares of common stock under the 2022 ESPP, resulting in cash proceeds to the Company of $1.8 million. The purchase price was $4.55, which was 15% of the fair market value in March 2024. As of March 31, 2024, the Company had 2,348,898 remaining authorized shares available for purchase. As the plan was newly adopted in 2023, there were no shares issued or stock-based compensation expense for the 2022 ESPP as of March 31, 2023. During the three months ended March 31, 2024, the Company recognized $0.8 million of stock-based compensation expense for the 2022 ESPP. Other Share Awards In connection with the acquisition of the remaining minority interest of a silicon control IC joint venture, as described in Note 15, the Company issued 841,729 fully vested shares to certain former employees of the joint venture with a grant date fair value totaling $4.5 million. Such amount has been recognized as stock-based compensation expense during the three months ended March 31, 2023. On June 10, 2022, the Company’s wholly owned subsidiary, Navitas Semiconductor Limited, acquired all of the stock of VDDTECH srl, a private Belgian company (“VDDTech”) for approximately $1.9 million in cash and stock. Among shares issued in the transaction, the Company issued approximately 113,000 restricted shares that are subject to time based vesting and issued approximately 151,000 restricted shares that are subject to time and performance based vesting over the four recognized $0.1 million and $0.4 million of stock-based compensation expense related to the vesting of these shares during the three months ended March 31, 2024 and 2023, respectively. Unvested Earnout Shares A portion of the earnout shares (discussed in Note 9 below) may be issued to individuals with unvested equity awards. While the payout of these shares requires achievement of share price targets based on the volume weighted average price of the Company’s common stock, 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 $19.1 million or $11.52 per share. As of the beginning of the second quarter of fiscal year 2023, these earnout shares had fully vested. At March 31, 2024, there was no remaining compensation cost related to unvested earnout shares. During the three months ended March 31, 2023, the Company recognized $0.3 million of stock-based compensation expense for the vesting of earnout shares. Refer to Note 9, Earnout Liability. |
EARNOUT LIABILITY
EARNOUT LIABILITY | 3 Months Ended |
Mar. 31, 2024 | |
Warrants and Rights Note Disclosure [Abstract] | |
EARNOUT LIABILITY | EARNOUT LIABILITY Certain of the Company’s stockholders are entitled to receive up to an aggregate of 10,000,000 “earnout shares” of the Company’s Class A Common Stock if earnout milestones are met. The earnout milestones represent three independent criteria, each of which entitles the eligible stockholders to 3,333,333 aggregate earn-out shares if the milestone is met. The earnout liability is remeasured at the end of each reporting period. The change in fair value of the earnout liability is recorded as part of Other income (expense), net in the consolidated statements 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: March 31, 2024 December 31, 2023 Risk-free interest rate 4.48 % 4.05 % Equity volatility rate 80.00 % 70.00 % As of March 31, 2024 and December 31, 2023, the earnout liability had a fair value of $20.7 million and $46.9 million, respectively, which resulted in a gain in the fair value of the earnout liability of $26.2 million. The loss in the earnout liability was $27.8 million for the three month period ended March 31, 2023. |
SIGNIFICANT CUSTOMERS AND CREDI
SIGNIFICANT CUSTOMERS AND CREDIT CONCENTRATIONS | 3 Months Ended |
Mar. 31, 2024 | |
Risks and Uncertainties [Abstract] | |
SIGNIFICANT CUSTOMERS AND CREDIT CONCENTRATIONS | SIGNIFICANT CUSTOMERS AND CREDIT CONCENTRATIONS Customer Concentration A majority 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 three months ended March 31, 2024 and 2023: Three Months Ended March 31, Customer 2024 2023 Distributor A 68 % * Distributor B * 35 % Distributor C * 19 % Distributor D * 17 % *Total customer net revenues were less than 10% of total net revenues. 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 three months ended March 31, 2024 and 2023 were attributable to end customers in the following countries or regions: Three Months Ended March 31, Country 2024 2023 China 74 % 57 % Europe* 10 28 United States 9 11 Asia excluding China 7 4 Total 100 % 100 % *Impractical to disclose the revenue percentages by individual countries within Europe and therefore Europe is presented in total. 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 the Company’s accounts receivable. Customer March 31, 2024 December 31, 2023 Distributor A 78 % 77 % *Total customer accounts receivable was less than 10% of total net accounts receivable. The Company has a customer deposit from a primary customer of $8.1 million and the Company intends to apply a portion of the customer deposit to outstanding accounts receivable from time-to-time. Concentration of Supplier Risk The Company currently relies on a single foundry to produce wafers for GaN ICs and a separate single foundry to produce wafers for SiC MOSFETs. Loss of the relationship with either of these suppliers 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 pandemics 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 the third-party foundry that supplies 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. The Company entered into an agreement to purchase raw materials from a supplier from September 29, 2022 through December 31, 2025, and accordingly made a $2.0 million refundable deposit. The Company is not obligated to purchase from this supplier, however, if the Company does not meet minimum purchase requirements during the term, the Company may forfeit all or a portion of its $2.0 million deposit. |
NET LOSS PER SHARE
NET LOSS PER SHARE | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
NET LOSS PER SHARE | NET 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 loss per share is 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 and restricted stock awards, the assumed issuance of awards for contingently issuable performance-based awards, as computed using the treasury stock method. Performance-based restricted stock units and restricted stock awards are included in the number of shares used to calculate diluted earnings per share after evaluating the applicable performance criteria as of period end and under the assumption the end of the reporting period was the end of the contingency period, and the effect is dilutive. Restricted stock awards (but not restricted stock unit awards) are eligible to receive all dividends declared on the Company’s common shares during the vesting period; however, such dividends are not paid until the restrictions lapse. The Company has no plans to declare dividends. Three Months Ended March 31, 2024 2023 Weighted-average common shares - basic common stock 179,779 156,792 Stock options and other dilutive awards — — Weighted-average common shares - diluted common stock 179,779 156,792 Shares excluded from diluted weighted-average shares: ¹ Dilutive shares excluded ² 5,317 9,083 Earnout shares (potentially issuable common shares) 10,000 10,000 Unvested restricted stock units and restricted stock awards 100 376 Stock options potentially exercisable for common shares 9,750 9,750 Shares excluded from diluted weighted average shares 25,167 29,209 ¹ The Company’s potentially dilutive securities, which include unexercised stock options, unvested shares, and earnout 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 for both the three months ended March 31, 2024 and 2023. ² We exclude the impact of restricted stock from the calculation of diluted net loss per common share in periods where we have a net loss or when their inclusion would be antidilutive. |
PROVISION FOR INCOME TAXES
PROVISION FOR INCOME TAXES | 3 Months Ended |
Mar. 31, 2024 | |
Income Tax Disclosure [Abstract] | |
PROVISION FOR INCOME TAXES | PROVISION FOR INCOME TAXES The Company determined the income tax provision for interim periods using an estimate of the Company’s annual effective tax rate, adjusted for discrete items arising during the quarter. The Company’s effective tax rate for the three months ended March 31, 2024 and 2023 was (1.93)% and (0.03)%, respectively. The effective tax rate for 2024 differs from the prior year primarily due to tax expense in foreign as a result of tax expense in foreign jurisdictions not impacted by valuation allowance. In each quarter, the Company updates its estimated annual effective tax rate, and if the estimated annual effective tax rate changes, a cumulative adjustment is recorded in that quarter. The Company's quarterly income tax provision and quarterly estimate of the annual effective tax rate are subject to volatility due to several factors, including our ability to accurately predict the proportion of our loss before provision for income taxes in multiple jurisdictions, the tax effects of our stock-based compensation, and the effects of its foreign entities. The Company had no unrecognized tax benefits for the three months ended March 31, 2024 and 2023. The Company recognizes interest and penalties related to unrecognized tax benefits in operating expenses. No such interest and penalties were recognized during the three months ended March 31, 2024 and 2023. |
COMMITMENTS and CONTINGENCIES
COMMITMENTS and CONTINGENCIES | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS and CONTINGENCIES | COMMITMENTS and CONTINGENCIES Purchase Obligations At March 31, 2024, the Com pany had no non-cancelable contractual arrangements that were due beyond one year besides lease obligations. Indemnification The Company sells products to its distributors under contracts, collectively referred to as Distributor Sales Agreements (“DSAs”). 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 March 31, 2024. 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. Release and license agreement In March 2023, the Company entered into a Release and License Agreement (the “Agreement”) with a university. The Agreement stipulates the Company pay the university a total of $1.0 million over a period of three years, with the final payment by March 1, 2026. The agreement licenses the Company to sell certain products covered by a patent owned by the university, subject to the Company paying a royalty fee on revenues for covered products sold during the term. Based on an indemnity agreement entered into in connection with the Company’s acquisition of GeneSiC Semiconductor Inc. in August 2022, the Company expects to be indemnified by the sellers in that transaction for the royalty amounts up to approximately $1.0 million. Legal proceedings and contingencies From time to time in the ordinary course of business, the Company may become involved in lawsuits, or end customers, distributors, suppliers or other third parties 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 condensed consolidated financial statements. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2024 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS Joint Venture In 2021, Navitas entered into a silicon control IC joint venture with Halo Microelectronics Co., Ltd. (“Halo”), a manufacturer of power management ICs, to develop products and technology relating to AC/DC converters. Navitas’ initial contribution to the joint venture 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 gat ions). On January 19, 2023, the Company announced an agreement to acquire the remaining minority interest in the joint venture as well as rights to certain intellectual property from Halo and its U.S. affiliate for a total purchase price of $22.4 million in Navitas stock. See Note 15, Noncontrolling Interest, for more information. Related Party Leases The Company leases certain property from an entity that it is owned by an executive of the Company, which expired in September 2023 and is now a month-to-month lease. During the three months ended March 31, 2024 , the Company paid an immaterial amount in rental payments in relation to this lease. These payments were made at standard market rates in the ordinary course of business. The Company leases certain property from the family member of a senior executive of the Company, which expired in March 2024, and is now a month-to-month lease. During the three months ended March 31, 2024 , the Co mpany paid an immaterial amount in rental payments in relation to this lease. These payments were made at standard market rates in the ordinary course of business. There was no rent obligation as of March 31, 2024 . |
NONCONTROLLING INTEREST
NONCONTROLLING INTEREST | 3 Months Ended |
Mar. 31, 2024 | |
Noncontrolling Interest [Abstract] | |
NONCONTROLLING INTEREST | NONCONTROLLING INTEREST In July 2021, the Company formed a joint venture for the purpose of conducting research and development on technology in the area of AC/DC converters for chargers and adapters. Refer to Note 14. On August 19, 2022, the Company obtained control of the joint venture, and no consideration was paid pursuant to the Change of Control Agreement. The Company consolidated the fair value of the net assets of the joint venture as of August 19, 2022, and the Company reports noncontrolling interests of the joint venture as a component of equity separate from the Company’s equity. The fair value of the noncontrolling interest and net assets is based on estimates. The Company’s net income (loss) excludes income (loss) attributable to the noncontrolling interests. The fair value of the joint venture was determined based on a multiple of future annual revenues with a discount rate of 30%. In connection with the consolidation, the Company reacquired a patent license, which was fair valued at $1.0 million based on comparable transactions during the year, and will be amortized over a five year term. Goodwill of $3.1 million was recorded in connection with this transaction. On January 19, 2023, the Company announced an agreement to acquire the remaining minority interest in the joint venture as well as rights to certain intellectual property from Halo and its U.S. affiliate for a total purchase price of $22.4 million in Navitas stock. The transaction was completed on February 13, 2023. In connection with the purchase of intellectual property, the Company recognized developed technology as an intangible asset at its estimated fair value o f $4.4 million . As a result of this transaction, the Company recorded a net increase to additional paid in capital of $7.5 million representing the difference between the fair value of share consideration related to the acquisition of the remaining noncontrolling interest and the carrying value of the noncontrolling interest at the date of the transaction. The fair value of the developed technology was estimated using the relief from royalty method, an income approach (Level 3), because of the licensing appeal of these assets The Company estimated the benefit of the ownership as the relief form the royalty expense that would be incurred in the absence of ownership. A royalty rate was applied to the projected revenues associated with the intangible asset to determine the amount of savings, which was at a rate of 10% to determine the fair value. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2024 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS The Company evaluated material subsequent events from the consolidated balance sheet date of March 31, 2024, through May 15, 2024, the date the condensed consolidated financial statements were issued. There were no material subsequent events as of May 15, 2024. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ (3,681) | $ (61,847) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 shares | |
Trading Arrangements, by Individual | |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Gene Sheridan [Member] | |
Trading Arrangements, by Individual | |
Material Terms of Trading Arrangement | On March 13, 2024, Gene Sheridan, chair of the board and president and chief executive officer, adopted a Rule 10b5-1 trading plan covering up to 800,000 shares held directly and 912,000 shares underlying restricted stock units (“RSUs”) held by Mr. Sheridan. The plan is scheduled to remain in effect until December 13, 2024. Of the shares held directly, a minimum of 400,000 shares will be sold under the plan. All shares to be issued to Mr. Sheridan upon vesting of the RSUs, following automatic sales to cover withholding taxes incurred upon settlement, will be sold under the plan. The proceeds of all sales under the plan will be used solely to satisfy tax obligations of Mr. Sheridan. Prior to any sales under the plan, Mr. Sheridan beneficially owns a total of 4,937,007 shares of common stock and 912,000 shares underlying RSUs. |
Name | Gene Sheridan |
Title | chair of the board and president and chief executive officer |
Rule 10b5-1 Arrangement Adopted | true |
Adoption Date | March 13, 2024 |
Arrangement Duration | 275 days |
Trading Plan, Director And Executive Officer, Plan 1 [Member] | Gene Sheridan [Member] | |
Trading Arrangements, by Individual | |
Aggregate Available | 800,000 |
Trading Plan, Director And Executive Officer, Plan 2 [Member] | Gene Sheridan [Member] | |
Trading Arrangements, by Individual | |
Aggregate Available | 912,000 |
Trading Plan, Director And Executive Officer, Plan 3 [Member] | Gene Sheridan [Member] | |
Trading Arrangements, by Individual | |
Aggregate Available | 400,000 |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The unaudited condensed consolidated financial statements included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The information contained in the condensed consolidated financial statements includes normal recurring adjustments and reflects all adjustments, which are in the opinion of management, necessary for a fair presentation of such condensed consolidated financial statements. Operating results for the three months ended March 31, 2024, are not necessarily indicative of results to be expected for the full year ending December 31, 2024. Certain footnote disclosures normally included in annual consolidated financial statements prepared in accordance with generally accepted accounting principles (“GAAP”) in the United States of America have been condensed or omitted pursuant to SEC rules and regulations relating to interim financial statements. The accompanying condensed consolidated financial statements should be read in conjunction with consolidated financial statements and notes thereto contained in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on March 6, 2024. Except as further described below, there have been no significant changes in the Company’s accounting policies from those disclosed in its Form 10-K filed with the SEC on March 6, 2024. |
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, 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. Actual results could differ from those estimates. |
Valuation of Contingent Consideration Resulting from a Business Combination | Valuation of Contingent Consideration Resulting from a Business Combination In connection with certain acquisitions, we may be required to pay future consideration that is contingent upon the achievement of specified milestone events. We record contingent consideration resulting from a business combination at its fair value on the acquisition date. Each quarter thereafter, we revalue these obligations and record increases or decreases in their fair value within our Condensed Consolidated Statements of Operations until such time as the specified milestone achievement period is complete. Increases or decreases in fair value of the contingent consideration liabilities can result from updates to assumptions such as the expected timing or probability of achieving the specified milestones. Significant judgment is employed in determining these assumptions as of the acquisition date and for each subsequent period. Updates to assumptions could have a significant impact on our results of operations in any given period. Actual results may differ from estimates. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In December 2023, the Financial Accounting Standards Board (FASB) issued ASU 2023-09, titled Income Taxes (Topic 740): Improvements to Income Tax Disclosures. These amendments address investor requests for enhanced transparency regarding income tax information. Specifically, they improve income tax disclosures related to rate reconciliation and income taxes paid. ASU 2023-09 becomes effective for fiscal years beginning after December 15, 2024, with early adoption permitted. While we are currently assessing the impact of this standard, we anticipate it will result in disclosure changes only. This Form 10-Q does not include any other newly implemented accounting standards or pronouncements beyond those detailed above. Such exclusions were made because they either do not apply to our company or are not anticipated to materially impact the condensed consolidated financial statements. |
INVENTORIES (Tables)
INVENTORIES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current | Inventories consist of the following (in thousands): March 31, 2024 December 31, 2023 Raw materials $ 4,576 $ 7,743 Work-in-process 23,000 10,863 Finished goods 5,600 4,560 Total $ 33,176 $ 23,166 |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net consist of the following (in thousands): March 31, 2024 December 31, 2023 Furniture and fixtures $ 277 $ 244 Computers and other equipment 12,778 10,339 Leasehold improvements 3,964 2,360 Construction in Progress 390 1,114 17,409 14,057 Accumulated depreciation (5,636) (4,903) Total $ 11,773 $ 9,154 The depreciation expense was $0.7 million and $0.5 million f or the three months ended March 31, 2024 and 2023 , 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 — 6 years |
FAIR VALUE OF FINANCIAL ASSET_2
FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value for Financial Assets and Liabilities | The following table presents the Company’s fair value hierarchy for financial liabilities as of March 31, 2024 (in thousands) : Level 1 Level 2 Level 3 Total Liabilities: Earnout liability $ — $ — $ 20,653 $ 20,653 Total $ — $ — $ 20,653 $ 20,653 The following table presents the Company’s fair value hierarchy for financial liabilities as of December 31, 2023 (in thousands): Level 1 Level 2 Level 3 Total Liabilities: Earnout liability $ — $ — $ 46,852 $ 46,852 Total $ — $ — $ 46,852 $ 46,852 |
Schedule of Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | The following table provides a reconciliation between the beginning and ending balances of items measured at fair value on a recurring basis that used significant unobservable inputs (Level 3) (in thousands): Fair Value Measurements Using Significant Unobservable Inputs Balance at December 31, 2023 $ 46,852 Fair value adjustment (26,199) Balance at March 31, 2024 $ 20,653 |
GOODWILL AND INTANGIBLES (Table
GOODWILL AND INTANGIBLES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | The following table presents the Company’s intangible asset balance by asset class as of March 31, 2024 (in thousands): Intangible Asset Cost Accumulated Amortization Net Book Value Amortization Method Useful Life Trade Names $ 900 $ (731) $ 169 Straight line 2 years Developed Technology 53,500 (21,047) 32,453 Straight line 4-10 years In-process R&D 1,177 — 1,177 Indefinite N/A Patents 34,900 (4,039) 30,861 Straight line 5-15 years Customer Relationships 24,300 (3,949) 20,351 Straight line 10 years Non-Competition Agreements 1,900 (618) 1,282 Straight line 5 years Other 658 (626) 32 Straight line 5 years Total $ 117,335 $ (31,010) $ 86,325 The following table presents the changes in the Company’s intangible asset balance (in thousands): Intangible Assets, net Balance at December 31, 2023 $ 91,099 Additions to intangible assets — Amortization expense (4,774) Balance at March 31, 2024 $ 86,325 |
Schedule of Indefinite-Lived Intangible Assets | The following table presents the Company’s intangible asset balance by asset class as of March 31, 2024 (in thousands): Intangible Asset Cost Accumulated Amortization Net Book Value Amortization Method Useful Life Trade Names $ 900 $ (731) $ 169 Straight line 2 years Developed Technology 53,500 (21,047) 32,453 Straight line 4-10 years In-process R&D 1,177 — 1,177 Indefinite N/A Patents 34,900 (4,039) 30,861 Straight line 5-15 years Customer Relationships 24,300 (3,949) 20,351 Straight line 10 years Non-Competition Agreements 1,900 (618) 1,282 Straight line 5 years Other 658 (626) 32 Straight line 5 years Total $ 117,335 $ (31,010) $ 86,325 The following table presents the changes in the Company’s intangible asset balance (in thousands): Intangible Assets, net Balance at December 31, 2023 $ 91,099 Additions to intangible assets — Amortization expense (4,774) Balance at March 31, 2024 $ 86,325 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | Total future amortization expense of intangible assets is estimated to be as follows (in thousands): Fiscal Year Ending December 31, Total 2024 (remainder of fiscal 2024) $ 14,153 2025 18,645 2026 14,042 2027 5,336 2028 4,690 Thereafter 28,301 Total $ 85,167 |
LEASES (Tables)
LEASES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Leases [Abstract] | |
Schedule of Lease Cost | Information related to the Company right-of-use assets and related operating lease liabilities were as follows (in thousands): Three Months Ended March 31, 2024 2023 Cash paid for operating lease liabilities $ 566 $ 454 Operating lease cost $ 601 $ 512 Non-cash right-of-use assets obtained in exchange for new operating lease obligations $ 28 $ 590 Weighted-average remaining lease term 4.71 4.96 Weight-average discount rate 3.45% - 9.25% 4.25% - 7.75% |
Schedule of Lessee, Operating Lease, Liability, Maturity | Maturities of lease liabilities are as follows (in thousands): Remainder of fiscal year 2024 $ 1,574 Fiscal year 2025 1,876 Fiscal year 2026 1,766 Fiscal year 2027 1,772 Fiscal year 2028 1,687 Thereafter 486 9,161 Less imputed interest 997 Total lease liabilities $ 8,164 |
SHARE BASED COMPENSATION (Table
SHARE BASED COMPENSATION (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock-based Expense and Capitalized, Amount | The following table summarizes the stock-based compensation expense recognized for the three months ended March 31, 2024 and 2023: Three Months Ended March 31, 2024 2023 Research and development $ 7,370 $ 7,177 Selling, general and administrative 6,178 9,983 Total stock-based compensation expense $ 13,548 $ 17,160 |
Schedule of Stock Option Outstanding | A summary of stock options outstanding, excluding LTIP Options as of March 31, 2024, and activity during the three months then ended, is presented below: Stock Options Shares Weighted- Weighted- Outstanding at December 31, 2023 2,657 $ 0.72 5.7 Exercised (423) 0.55 0 Forfeited or expired (14) 1.06 0 Outstanding at March 31, 2024 2,220 $ 0.76 5.6 Vested and Exercisable at March 31, 2024 2,050 $ 0.73 5.6 |
Schedule of Stock Options, Valuation Assumptions | The valuation model utilized the following assumptions: Risk-free interest rates 1.47 % Expected volatility rates 67.33 % Expected dividend yield — Cost of equity (for derived service period) 11.77 % Weighted-average grant date fair value of options $9.14 Risk-free interest rates 2.82 % Expected volatility rates 68.48 % Expected dividend yield — Cost of equity (for derived service period) 14.64 % Weighted-average grant date fair value of options $2.89 |
Schedule of Restricted Stock Unit, Outstanding | A summary of RSUs outstanding as of March 31, 2024 , and activity during the three months then ended, is presented below: Restricted Stock Unit Awards Shares Weighted-Average Grant Date Fair Value Per Share Outstanding at December 31, 2023 12,872 $ 6.70 Granted 4,346 5.66 Vested (2,985) 6.43 Forfeited (27) 6.04 Outstanding at March 31, 2024 14,206 $ 6.43 |
EARNOUT LIABILITY (Tables)
EARNOUT LIABILITY (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Warrants and Rights Note Disclosure [Abstract] | |
Schedule of Fair Value of Warrants | The valuation model utilized the following assumptions: March 31, 2024 December 31, 2023 Risk-free interest rate 4.48 % 4.05 % Equity volatility rate 80.00 % 70.00 % |
SIGNIFICANT CUSTOMERS AND CRE_2
SIGNIFICANT CUSTOMERS AND CREDIT CONCENTRATIONS (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Risks and Uncertainties [Abstract] | |
Schedule of Concentration Risk | The following customers represented 10% or more of the Company’s net revenues for the three months ended March 31, 2024 and 2023: Three Months Ended March 31, Customer 2024 2023 Distributor A 68 % * Distributor B * 35 % Distributor C * 19 % Distributor D * 17 % *Total customer net revenues were less than 10% of total 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 three months ended March 31, 2024 and 2023 were attributable to end customers in the following countries or regions: Three Months Ended March 31, Country 2024 2023 China 74 % 57 % Europe* 10 28 United States 9 11 Asia excluding China 7 4 Total 100 % 100 % *Impractical to disclose the revenue percentages by individual countries within Europe and therefore Europe is presented in total. Customer March 31, 2024 December 31, 2023 Distributor A 78 % 77 % *Total customer accounts receivable was less than 10% of total net accounts receivable. |
NET LOSS PER SHARE (Tables)
NET LOSS PER SHARE (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | Three Months Ended March 31, 2024 2023 Weighted-average common shares - basic common stock 179,779 156,792 Stock options and other dilutive awards — — Weighted-average common shares - diluted common stock 179,779 156,792 Shares excluded from diluted weighted-average shares: ¹ Dilutive shares excluded ² 5,317 9,083 Earnout shares (potentially issuable common shares) 10,000 10,000 Unvested restricted stock units and restricted stock awards 100 376 Stock options potentially exercisable for common shares 9,750 9,750 Shares excluded from diluted weighted average shares 25,167 29,209 ¹ The Company’s potentially dilutive securities, which include unexercised stock options, unvested shares, and earnout 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 for both the three months ended March 31, 2024 and 2023. ² We exclude the impact of restricted stock from the calculation of diluted net loss per common share in periods where we have a net loss or when their inclusion would be antidilutive. |
ORGANIZATION AND BASIS OF PRE_2
ORGANIZATION AND BASIS OF PRESENTATION (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | ||||||
Jan. 03, 2024 | Jun. 05, 2023 | May 26, 2023 | Jan. 19, 2023 | Jan. 31, 2023 | Mar. 31, 2024 | Dec. 31, 2023 | |
Business Acquisition [Line Items] | |||||||
Direct costs related to issuance | $ 86.5 | ||||||
IC Joint Venture | |||||||
Business Acquisition [Line Items] | |||||||
Purchase price of minority interest | $ 22.4 | $ 22.4 | |||||
Public Stock Offering | |||||||
Business Acquisition [Line Items] | |||||||
Aggregate purchase price | 75.6 | ||||||
Option Shares | |||||||
Business Acquisition [Line Items] | |||||||
Aggregate purchase price | $ 11.3 | ||||||
Common Class A | Public Stock Offering | |||||||
Business Acquisition [Line Items] | |||||||
Aggregate offer price (in shares) | 10,000,000 | ||||||
Purchase price (in dollars per share) | $ 8 | ||||||
Common Class A | Over-Allotment Option | |||||||
Business Acquisition [Line Items] | |||||||
Aggregate offer price (in shares) | 1,500,000 | ||||||
Underwriter offering period | 30 days | ||||||
Joint Venture Investment | Affiliated Entity | |||||||
Business Acquisition [Line Items] | |||||||
Investment balance | $ 5 | $ 2.5 | |||||
Elevation Microsystems, Inc. | |||||||
Business Acquisition [Line Items] | |||||||
Investment in preferred interest | $ 2.5 | ||||||
Ownership percentage | 15.48% |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 4,576 | $ 7,743 |
Work-in-process | 23,000 | 10,863 |
Finished goods | 5,600 | 4,560 |
Total | $ 33,176 | $ 23,166 |
PROPERTY AND EQUIPMENT, NET (De
PROPERTY AND EQUIPMENT, NET (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 17,409 | $ 14,057 | |
Accumulated depreciation | (5,636) | (4,903) | |
Total | 11,773 | 9,154 | |
Depreciation expense | 722 | $ 506 | |
Furniture and fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 277 | 244 | |
Furniture and fixtures | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful life (in years) | 3 years | ||
Furniture and fixtures | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful life (in years) | 7 years | ||
Computers and other equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 12,778 | 10,339 | |
Computers and other equipment | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful life (in years) | 2 years | ||
Computers and other equipment | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful life (in years) | 5 years | ||
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 3,964 | 2,360 | |
Leasehold improvements | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful life (in years) | 2 years | ||
Leasehold improvements | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful life (in years) | 6 years | ||
Construction in Progress | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 390 | $ 1,114 |
FAIR VALUE OF FINANCIAL ASSET_3
FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES - Narrative (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Level 1 | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Cash equivalents classified as Level 1 instruments | $ 113 | $ 139 |
FAIR VALUE OF FINANCIAL ASSET_4
FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES - Schedule of Fair Value Hierarchy (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Earnout liability | $ 20,653 | $ 46,852 |
Fair Value, Recurring | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Total | 20,653 | 46,852 |
Fair Value, Recurring | Earnout liability | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Earnout liability | 20,653 | 46,852 |
Fair Value, Recurring | Level 1 | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Total | 0 | 0 |
Fair Value, Recurring | Level 1 | Earnout liability | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Earnout liability | 0 | 0 |
Fair Value, Recurring | Level 2 | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Total | 0 | 0 |
Fair Value, Recurring | Level 2 | Earnout liability | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Earnout liability | 0 | 0 |
Fair Value, Recurring | Level 3 | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Total | 20,653 | 46,852 |
Fair Value, Recurring | Level 3 | Earnout liability | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Earnout liability | $ 20,653 | $ 46,852 |
FAIR VALUE OF FINANCIAL ASSET_5
FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES - Level 3 Reconciliation (Details) - Earnout liability - Level 3 - Fair Value, Recurring $ in Thousands | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Balance, beginning | $ 46,852 |
Fair value adjustment | (26,199) |
Balance, ending | $ 20,653 |
GOODWILL AND INTANGIBLES - Sche
GOODWILL AND INTANGIBLES - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Finite-Lived Intangible Assets [Line Items] | ||
Accumulated Amortization | $ (31,010) | |
Net Book Value | 85,167 | |
Total, Cost | 117,335 | |
Total, Net Book Value | 86,325 | $ 91,099 |
In-process R&D | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost and Net Book Value | 1,177 | |
Trade Names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 900 | |
Accumulated Amortization | (731) | |
Net Book Value | $ 169 | |
Useful Life (in years) | 2 years | |
Developed Technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 53,500 | |
Accumulated Amortization | (21,047) | |
Net Book Value | $ 32,453 | |
Developed Technology | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life (in years) | 4 years | |
Developed Technology | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life (in years) | 10 years | |
Patents | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 34,900 | |
Accumulated Amortization | (4,039) | |
Net Book Value | $ 30,861 | |
Patents | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life (in years) | 5 years | |
Patents | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life (in years) | 15 years | |
Customer Relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 24,300 | |
Accumulated Amortization | (3,949) | |
Net Book Value | $ 20,351 | |
Useful Life (in years) | 10 years | |
Non-Competition Agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 1,900 | |
Accumulated Amortization | (618) | |
Net Book Value | $ 1,282 | |
Useful Life (in years) | 5 years | |
Other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 658 | |
Accumulated Amortization | (626) | |
Net Book Value | $ 32 | |
Useful Life (in years) | 5 years |
GOODWILL AND INTANGIBLES - Sc_2
GOODWILL AND INTANGIBLES - Schedule Of Intangible Asset (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Finite-Lived Intangible Assets [Roll Forward] | ||
Beginning balance | $ 91,099 | |
Additions to intangible assets | 0 | |
Amortization expense | (4,774) | $ (4,499) |
Ending balance | $ 86,325 |
GOODWILL AND INTANGIBLES - Narr
GOODWILL AND INTANGIBLES - Narrative (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization of intangible assets | $ 4,774,000 | $ 4,536,000 |
Goodwill, impairment loss | $ 0 | $ 0 |
GOODWILL AND INTANGIBLES - Sc_3
GOODWILL AND INTANGIBLES - Schedule of Future Amortization Expense (Details) $ in Thousands | Mar. 31, 2024 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2024 (remainder of fiscal 2024) | $ 14,153 |
2025 | 18,645 |
2026 | 14,042 |
2027 | 5,336 |
2028 | 4,690 |
Thereafter | 28,301 |
Net Book Value | $ 85,167 |
LEASES - Narrative (Details)
LEASES - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Lessee, Lease, Description [Line Items] | ||
Rent expense, including short-term lease cost | $ 0.8 | $ 0.5 |
Variable expense | $ 0.1 | $ 0 |
Minimum | ||
Lessee, Lease, Description [Line Items] | ||
Operating lease, term (in years) | 2 months 12 days | |
Maximum | ||
Lessee, Lease, Description [Line Items] | ||
Operating lease, term (in years) | 5 years 7 months 6 days |
LEASES - Schedule of Operating
LEASES - Schedule of Operating Lease Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Lessee, Lease, Description [Line Items] | ||
Cash paid for operating lease liabilities | $ 566 | $ 454 |
Operating lease cost | 601 | 512 |
Non-cash right-of-use assets obtained in exchange for new operating lease obligations | $ 28 | $ 590 |
Weighted-average remaining lease term | 4 years 8 months 15 days | 4 years 11 months 15 days |
Minimum | ||
Lessee, Lease, Description [Line Items] | ||
Weight-average discount rate | 3.45% | 4.25% |
Maximum | ||
Lessee, Lease, Description [Line Items] | ||
Weight-average discount rate | 9.25% | 7.75% |
LEASES - Schedule of Maturities
LEASES - Schedule of Maturities Of Lease Liabilities (Details) $ in Thousands | Mar. 31, 2024 USD ($) |
Leases [Abstract] | |
Remainder of fiscal year 2024 | $ 1,574 |
Fiscal year 2025 | 1,876 |
Fiscal year 2026 | 1,766 |
Fiscal year 2027 | 1,772 |
Fiscal year 2028 | 1,687 |
Thereafter | 486 |
Operating lease, liability, to be paid | 9,161 |
Less imputed interest | 997 |
Total lease liabilities | $ 8,164 |
SHARE BASED COMPENSATION - Equi
SHARE BASED COMPENSATION - Equity Incentive Plans - Narrative (Details) - shares | 3 Months Ended | |||
Oct. 19, 2021 | Aug. 05, 2020 | Mar. 31, 2024 | Aug. 17, 2021 | |
2020 Equity Incentive Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Authorized shares (in shares) | 18,899,285 | |||
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) | 9,750,000 | |||
Shares of common stock subject to awards forfeited, expire or lapse (in shares) | 15,802,050 | |||
Shares of common stock outstanding, percentage | 4% | |||
Stock options potentially exercisable for common shares | 2020 Equity Incentive Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting period (in years) | 48 months | |||
Options expiration period | 10 years | |||
Options issued (in shares) | 11,276,706 | |||
Dilutive shares excluded | 2020 Equity Incentive Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options issued (in shares) | 4,525,344 |
SHARE BASED COMPENSATION - Stoc
SHARE BASED COMPENSATION - Stock-Based Compensation/Stock Options Narrative (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 USD ($) | Mar. 31, 2023 USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Requisite service period | 4 years | |
Total stock-based compensation expense | $ 13,548 | $ 17,160 |
Stock options potentially exercisable for common shares | 2020 Equity Incentive Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options expiration period | 10 years | |
Stock options potentially exercisable for common shares | 2020 Equity Incentive Plan | Share-Based Payment Arrangement, Tranche One | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting ratio | 0.25 | |
Stock options potentially exercisable for common shares | 2020 Equity Incentive Plan | Share-based Payment Arrangement, Tranche Two | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting ratio | 0.02 | |
Employee Stock | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation expense | $ 100 | 100 |
Unrecognized compensation cost | $ 100 | |
Unrecognized compensation expense, period of recognition | 6 months | |
LTIP Options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation expense | $ 1,900 | $ 2,500 |
SHARE BASED COMPENSATION - Sche
SHARE BASED COMPENSATION - Schedule of Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation expense | $ 13,548 | $ 17,160 |
Research and development | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation expense | 7,370 | 7,177 |
Selling, general and administrative | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation expense | $ 6,178 | $ 9,983 |
SHARE BASED COMPENSATION - Sc_2
SHARE BASED COMPENSATION - Schedule of Stock Option Outstanding (Details) - $ / shares shares in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Stock Options | ||
Balance at the beginning (in shares) | 2,657 | |
Exercised (in shares) | (423) | |
Forfeited or expired (in shares) | (14) | |
Balance at the end (in shares) | 2,220 | 2,657 |
Vested and exercisable at the end ( in shares) | 2,050 | |
Weighted- Average Exercise Price | ||
Balance at the beginning (in dollars per share) | $ 0.72 | |
Exercised (in dollars per share) | 0.55 | |
Forfeited or expired (in dollars per share) | 1.06 | |
Balance at the end (in dollars per share) | 0.76 | $ 0.72 |
Vested and exercisable at the end (in dollars per share) | $ 0.73 | |
Weighted- Average Remaining Contractual Term (In years) | ||
Weighted average remaining contractual term (in years) | 5 years 7 months 6 days | 5 years 8 months 12 days |
Weighted average remaining contractual term, vested and exercisable options (in years) | 5 years 7 months 6 days |
SHARE BASED COMPENSATION - Long
SHARE BASED COMPENSATION - Long-term Incentive Plan Stock Options - Narrative (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Aug. 15, 2022 hurdle $ / shares shares | Dec. 29, 2021 hurdle $ / shares shares | Mar. 31, 2024 USD ($) | Mar. 31, 2023 USD ($) | Dec. 31, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Requisite service period | 4 years | ||||
Weighted average remaining contractual term (in years) | 5 years 7 months 6 days | 5 years 8 months 12 days | |||
Total stock-based compensation expense | $ | $ 13,548 | $ 17,160 | |||
LTIP Options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Weighted-average fair value of warrants granted (in dollars per share) | $ / shares | $ 2.89 | $ 9.14 | |||
Total stock-based compensation expense | $ | 1,900 | 2,500 | |||
LTIP Options | December 29, 2021 | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Total stock-based compensation expense | $ | 1,600 | 2,200 | |||
Unrecognized compensation cost | $ | $ 4,700 | ||||
Unrecognized compensation expense, period of recognition | 9 months 18 days | ||||
LTIP Options | August 15, 2022 | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Total stock-based compensation expense | $ | $ 300 | $ 300 | |||
Unrecognized compensation expense, period of recognition | 1 year 8 months 12 days | ||||
Unrecognized compensation cost | $ | $ 1,500 | ||||
Management | LTIP Options | 2021 Equity Incentive Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted (in shares) | shares | 3,250,000 | 6,500,000 | |||
Number of price hurdles | hurdle | 10 | 10 | |||
Requisite service period | 7 years | 7 years | |||
Exercise price (in dollars per share) | $ / shares | $ 10 | $ 15.51 | |||
Weighted-average fair value of warrants granted (in dollars per share) | $ / shares | $ 2.89 | ||||
Weighted average remaining contractual term (in years) | 8 years 3 months 18 days | 7 years 9 months 18 days | |||
Management | LTIP Options | 2021 Equity Incentive Plan | Black Scholes And Monte Carlo Model Member | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Weighted-average fair value of warrants granted (in dollars per share) | $ / shares | $ 9.14 | ||||
Management | LTIP Options | 2021 Equity Incentive Plan | Minimum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Price hurdles (in dollars per share) | $ / shares | $ 15 | 15 | |||
Management | LTIP Options | 2021 Equity Incentive Plan | Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Price hurdles (in dollars per share) | $ / shares | $ 60 | $ 60 |
SHARE BASED COMPENSATION - Sc_3
SHARE BASED COMPENSATION - Schedule of Valuation Assumption (Details) - LTIP Options - $ / shares | Aug. 15, 2022 | Dec. 29, 2021 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rates | 2.82% | 1.47% |
Expected volatility rates | 68.48% | 67.33% |
Expected dividend yield | 0% | 0% |
Cost of equity (for derived service period) | 14.64% | 11.77% |
Weighted-average grant date fair value of options | $ 2.89 | $ 9.14 |
SHARE BASED COMPENSATION - Sc_4
SHARE BASED COMPENSATION - Schedule of Restricted Stock (Details) - Restricted Stock Unit Awards shares in Thousands | 3 Months Ended |
Mar. 31, 2024 $ / shares shares | |
Shares (In thousands) | |
Outstanding balance at the beginning (in shares) | shares | 12,872 |
Granted (in shares) | shares | 4,346 |
Vested (in shares) | shares | (2,985) |
Forfeited (in shares) | shares | (27) |
Outstanding balance at the end (in shares) | shares | 14,206 |
Weighted-Average Grant Date Fair Value Per Share | |
Outstanding balance at the beginning ( in dollars per share) | $ / shares | $ 6.70 |
Granted (in dollars per share) | $ / shares | 5.66 |
Vested (in dollars per share) | $ / shares | 6.43 |
Forfeited (in dollars per share) | $ / shares | 6.04 |
Outstanding balance at the end ( in dollars per share) | $ / shares | $ 6.43 |
SHARE BASED COMPENSATION - Rest
SHARE BASED COMPENSATION - Restricted Stock Units - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation expense | $ 13,548 | $ 17,160 |
Common Class A | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock price (in dollars per share) | $ 4.77 | |
Shares to be issued based on stock price (in shares) | 518,942 | |
Annual Bonus Plan, 2022 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Accrued bonus liabilities | $ 2,500 | |
Restricted Stock Unit Awards | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation expense | 8,200 | $ 7,100 |
Unrecognized compensation expense | $ 79,200 | |
Unrecognized compensation expense, period of recognition | 2 years 6 months |
SHARE BASED COMPENSATION - 2022
SHARE BASED COMPENSATION - 2022 Employee Stock Purchase Plan - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | ||
Aug. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Aug. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | $ 13,548 | $ 17,160 | ||
2022 Employee Stock Purchase Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Fair value at the time of offering, percent | 15% | |||
Weighted average price at purchase (in dollars per share) | $ 4.55 | |||
Remaining authorized shares available for purchase (in shares) | 2,348,898 | |||
Options issued (in shares) | 0 | |||
Total stock-based compensation expense | $ 800 | |||
2022 Employee Stock Purchase Plan | Common Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Authorized shares (in shares) | 3,000,000 | |||
Fair value at the time of offering, percent | 85% | |||
Fair value at the time of purchase, percent | 85% | |||
Offering period | 6 months | |||
ESPP purchased shares (in shares) | 393,139 | |||
Cash proceeds | $ 1,800 |
SHARE BASED COMPENSATION - Othe
SHARE BASED COMPENSATION - Other Share Awards - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Jan. 19, 2023 | Jun. 10, 2022 | Mar. 31, 2024 | Mar. 31, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | $ 13,548 | $ 17,160 | ||
VDD Tech | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total | $ 1,900 | |||
IC Joint Venture | Former Employees | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted (in shares) | 841,729 | |||
Aggregated grant date fair value | $ 4,500 | |||
Dilutive shares excluded | VDD Tech | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | $ 100 | $ 400 | ||
Dilutive shares excluded | VDD Tech | Time-Based Vesting | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options issued (in shares) | 113,000 | |||
Vesting period (in years) | 4 years | |||
Dilutive shares excluded | VDD Tech | Performance-Based Vesting | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options issued (in shares) | 151,000 | |||
Vesting period (in years) | 3 years |
SHARE BASED COMPENSATION - Unve
SHARE BASED COMPENSATION - Unvested Earnout Shares - Narrative (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation expense | $ 13,548,000 | $ 17,160,000 |
Earnout liability | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Aggregated grant date fair value | $ 19,100,000 | |
Granted (in dollars per share) | $ 11.52 | |
Unrecognized compensation expense | $ 0 | |
Total stock-based compensation expense | $ 300,000 |
EARNOUT LIABILITY - Narrative (
EARNOUT LIABILITY - Narrative (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 USD ($) milestone shares | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) | |
Class of Warrant or Right [Line Items] | |||
Number of milestones | milestone | 3 | ||
Earnout milestone shares received (in shares) | shares | 3,333,333 | ||
Earnout liability | $ 20,653 | $ 46,852 | |
Gain (loss) from change in fair value of earnout liabilities | 26,199 | $ (27,752) | |
Estimate of Fair Value Measurement | |||
Class of Warrant or Right [Line Items] | |||
Earnout liability | 20,700 | $ 46,900 | |
Gain (loss) from change in fair value of earnout liabilities | $ 26,200 | $ (27,800) | |
Common Class A | |||
Class of Warrant or Right [Line Items] | |||
Earnout shares received in transaction (in shares) | shares | 10,000,000 |
EARNOUT LIABILITY - Schedule of
EARNOUT LIABILITY - Schedule of Valuation Model and Assumptions (Details) - Earnout liability | Mar. 31, 2024 | Dec. 31, 2023 |
Risk-free interest rate | ||
Class of Warrant or Right [Line Items] | ||
Earnout liability, measurement input | 0.0448 | 0.0405 |
Equity volatility rate | ||
Class of Warrant or Right [Line Items] | ||
Earnout liability, measurement input | 0.8000 | 0.7000 |
SIGNIFICANT CUSTOMERS AND CRE_3
SIGNIFICANT CUSTOMERS AND CREDIT CONCENTRATIONS (Details) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Revenue from Contract with Customer Benchmark | Geographic Concentration Risk | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 100% | 100% | |
Revenue from Contract with Customer Benchmark | Geographic Concentration Risk | China | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 74% | 57% | |
Revenue from Contract with Customer Benchmark | Geographic Concentration Risk | Europe | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 10% | 28% | |
Revenue from Contract with Customer Benchmark | Geographic Concentration Risk | United States | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 9% | 11% | |
Revenue from Contract with Customer Benchmark | Geographic Concentration Risk | Asia excluding China | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 7% | 4% | |
Distributor A | Revenue from Contract with Customer Benchmark | Customer Concentration Risk | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 68% | ||
Distributor A | Accounts Receivable | Customer Concentration Risk | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 78% | 77% | |
Distributor B | Revenue from Contract with Customer Benchmark | Customer Concentration Risk | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 35% | ||
Distributor C | Revenue from Contract with Customer Benchmark | Customer Concentration Risk | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 19% | ||
Distributor D | Revenue from Contract with Customer Benchmark | Customer Concentration Risk | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 17% |
SIGNIFICANT CUSTOMERS AND CRE_4
SIGNIFICANT CUSTOMERS AND CREDIT CONCENTRATIONS - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | |
Concentration Risk [Line Items] | ||
Customer deposit | $ 8,074 | $ 10,953 |
Single Supplier | ||
Concentration Risk [Line Items] | ||
Deposit | 2,000 | |
Primary Customer | ||
Concentration Risk [Line Items] | ||
Customer deposit | $ 8,100 |
NET LOSS PER SHARE (Details)
NET LOSS PER SHARE (Details) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Weighted Average Number of Shares Outstanding Reconciliation [Abstract] | ||
Weighted-average common shares - basic common stock (in shares) | 179,779 | 156,792 |
Stock options and other dilutive awards (in shares) | 0 | 0 |
Weighted-average common shares - diluted common stock (in shares) | 179,779 | 156,792 |
Shares excluded from diluted weighted-average shares: | ||
Antidilutive securities (in shares) | 25,167 | 29,209 |
Dilutive shares excluded | ||
Shares excluded from diluted weighted-average shares: | ||
Antidilutive securities (in shares) | 5,317 | 9,083 |
Earnout shares (potentially issuable common shares) | ||
Shares excluded from diluted weighted-average shares: | ||
Antidilutive securities (in shares) | 10,000 | 10,000 |
Unvested restricted stock units and restricted stock awards | ||
Shares excluded from diluted weighted-average shares: | ||
Antidilutive securities (in shares) | 100 | 376 |
Stock options potentially exercisable for common shares | ||
Shares excluded from diluted weighted-average shares: | ||
Antidilutive securities (in shares) | 9,750 | 9,750 |
PROVISION FOR INCOME TAXES (Det
PROVISION FOR INCOME TAXES (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | ||
Effective tax rate (as percent) | (1.93%) | (0.03%) |
Unrecognized tax benefits | $ 0 | $ 0 |
COMMITMENTS and CONTINGENCIES (
COMMITMENTS and CONTINGENCIES (Details) - University Agreement - USD ($) $ in Millions | 1 Months Ended | |
Mar. 31, 2023 | Aug. 31, 2022 | |
Other Commitments [Line Items] | ||
License agreement payment | $ 1 | |
License agreement term | 3 years | |
Indemnity, royalty fee receivable | $ 1 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) $ in Millions | 1 Months Ended | |
Jan. 19, 2023 | Jan. 31, 2023 | |
IC Joint Venture | ||
Related Party Transaction [Line Items] | ||
Purchase price of minority interest | $ 22.4 | $ 22.4 |
NONCONTROLLING INTEREST (Detail
NONCONTROLLING INTEREST (Details) $ in Thousands | 3 Months Ended | ||||
Feb. 13, 2023 USD ($) | Jan. 19, 2023 USD ($) | Aug. 19, 2022 USD ($) | Mar. 31, 2024 USD ($) | Dec. 31, 2023 USD ($) | |
Noncontrolling Interest [Line Items] | |||||
Fair Value | $ 0 | ||||
Goodwill | $ 163,215 | $ 163,215 | |||
Joint Venture Investment | |||||
Noncontrolling Interest [Line Items] | |||||
Purchase price of minority interest | $ 22,400 | ||||
Change in noncontrolling interest | $ 7,500 | ||||
Joint Venture Investment | Patents | |||||
Noncontrolling Interest [Line Items] | |||||
Fair Value | $ 1,000 | ||||
Amortization period (in years) | 5 years | ||||
Goodwill | $ 3,100 | ||||
Joint Venture Investment | Developed Technology | |||||
Noncontrolling Interest [Line Items] | |||||
Fair Value | $ 4,400 | ||||
Joint Venture Investment | Measurement Input, Discount Rate | |||||
Noncontrolling Interest [Line Items] | |||||
Joint venture, measurement input | 0.30 | ||||
Joint Venture Investment | Measurement Input, Royalty Rate | Developed Technology | |||||
Noncontrolling Interest [Line Items] | |||||
Joint venture, measurement input | 0.10 |