Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2022 | Jun. 30, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-40326 | |
Entity Registrant Name | TuSimple Holdings Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 86-2341575 | |
Entity Address, Address Line One | 9191 Towne Centre Drive | |
Entity Address, Address Line Two | Suite 600 | |
Entity Address, City or Town | San Diego | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 92122 | |
City Area Code | 619 | |
Local Phone Number | 916-3144 | |
Title of 12(b) Security | Class A Common Stock, par value $0.0001 per share | |
Trading Symbol | TSP | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Entity Central Index Key | 0001823593 | |
Current Fiscal Year End Date | --12-31 | |
Common Class A | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 204,336,269 | |
Common Class B | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 24,000,000 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 871,360 | $ 1,337,586 |
Total short-term investments | 197,786 | 0 |
Accounts receivable, net | 2,988 | 1,599 |
Prepaid expenses and other current assets | 18,582 | 13,995 |
Total current assets | 1,090,716 | 1,353,180 |
Property and equipment, net | 38,226 | 36,053 |
Operating lease right-of-use assets | 46,370 | 0 |
Other assets | 4,951 | 7,090 |
Total assets | 1,180,263 | 1,396,323 |
Current liabilities: | ||
Accounts payable | 6,666 | 4,544 |
Amounts due to joint development partners | 4,791 | 7,394 |
Accrued expenses and other current liabilities | 40,412 | 41,698 |
Short-term debt | 1,613 | 1,524 |
Capital lease liabilities, current | 0 | 766 |
Operating lease liabilities, current | 5,983 | 0 |
Total current liabilities | 59,465 | 55,926 |
Capital lease liabilities, noncurrent | 0 | 2,872 |
Operating lease liabilities, noncurrent | 41,920 | 0 |
Long-term debt | 4,086 | 5,543 |
Other liabilities | 6,026 | 5,004 |
Total liabilities | 111,497 | 69,345 |
Commitments and contingencies (Note 4) | ||
Preferred Stock, Shares Issued | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Preferred stock, authorized (in shares) | 100,000,000 | 100,000,000 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Stockholders' equity: | ||
Preferred stock, $0.0001 par value; 100,000,000 shares authorized as of December 31, 2021 and September 30, 2022; zero shares issued and outstanding as of December 31, 2021 and September 30, 2022 | $ 0 | $ 0 |
Common stock, $0.0001 par value; 4,876,000,000 Class A shares authorized as of December 31, 2021 and June 30, 2022; 197,833,195 and — Class A shares issued and outstanding as of December 31, 2021 and June 30, 2022, respectively; 24,000,000 Class B shares authorized as of December 31, 2021 and June 30, 2022; 24,000,000 Class B shares issued and outstanding as of December 31, 2021 and June 30, 2022 | 22 | 22 |
Additional paid-in-capital | 2,544,499 | 2,464,730 |
Accumulated other comprehensive income (loss) | (4,436) | 77 |
Accumulated deficit | (1,471,319) | (1,137,851) |
Total stockholders’ equity | 1,068,766 | 1,326,978 |
Total liabilities and stockholders’ equity | $ 1,180,263 | $ 1,396,323 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, authorized (in shares) | 100,000,000 | 100,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common Class A | ||
Common stock, shares authorized (in shares) | 4,876,000,000 | 4,876,000,000 |
Common stock, shares issued (in shares) | 201,096,947 | 197,833,195 |
Common stock, shares outstanding (in shares) | 201,096,947 | 197,833,195 |
Common Class B | ||
Common stock, shares authorized (in shares) | 24,000,000 | 24,000,000 |
Common stock, shares issued (in shares) | 24,000,000 | 24,000,000 |
Common stock, shares outstanding (in shares) | 24,000,000 | 24,000,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Statement [Abstract] | ||||
Revenue | $ 2,653 | $ 1,785 | $ 7,511 | $ 4,211 |
Cost of revenue | 5,436 | 3,487 | 15,292 | 8,715 |
Gross loss | (2,783) | (1,702) | (7,781) | (4,504) |
Operating expenses: | ||||
Research and development | 84,931 | 84,506 | 248,608 | 204,774 |
Selling, general and administrative | 31,119 | 29,741 | 85,351 | 86,166 |
Total operating expenses | 116,050 | 114,247 | 333,959 | 290,940 |
Loss from operations | (118,833) | (115,949) | (341,740) | (295,444) |
Change in fair value of warrants liability | 0 | 0 | 0 | (326,900) |
Gain on loan extinguishment | 0 | 0 | 0 | 4,183 |
Interest income | 5,545 | 452 | 7,912 | 1,123 |
Other income (expense), net | 127 | 7 | 169 | (141) |
Loss before provision for income taxes | (113,161) | (115,490) | (333,659) | (617,179) |
Provision for income taxes | 0 | 0 | 0 | 0 |
Net loss | (113,161) | (115,490) | (333,659) | (617,179) |
Accretion of redeemable convertible preferred stock | 0 | 0 | 0 | (4,135) |
Net loss attributable to common stockholders, basic | (113,161) | (115,490) | (333,659) | (621,314) |
Net loss attributable to common stockholders, diluted | $ (113,161) | $ (115,490) | $ (333,659) | $ (621,314) |
Net loss per share attributable to common stockholders, basic (in dollars per share) | $ (0.50) | $ (0.54) | $ (1.49) | $ (4.08) |
Net loss per share attributable to common stockholders, diluted (in dollars per share) | $ (0.50) | $ (0.54) | $ (1.49) | $ (4.08) |
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic (in shares) | 224,745,672 | 212,802,379 | 223,698,744 | 152,469,098 |
Weighted-average shares used in computing net loss per share attributable to common stockholders, diluted (in shares) | 224,745,672 | 212,802,379 | 223,698,744 | 152,469,098 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (113,161) | $ (115,490) | $ (333,659) | $ (617,179) |
Other comprehensive income (loss): | ||||
Unrealized net loss on available-for-sale securities | (2,086) | 0 | (2,086) | 0 |
Foreign currency translation adjustment | (1,281) | (73) | (2,427) | 63 |
Comprehensive loss | $ (116,528) | $ (115,563) | $ (338,172) | $ (617,116) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjustment | Initial Public Offering | Private Placement | Series E Redeemable Convertible Preferred Stock | Series E-2 Redeemable Convertible Preferred Stock | Common Stock | Common Stock Initial Public Offering | Common Stock Private Placement | Additional Paid-in Capital | Additional Paid-in Capital Initial Public Offering | Additional Paid-in Capital Private Placement | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Accumulated Deficit Cumulative Effect, Period of Adoption, Adjustment |
Beginning Balance (in shares) at Dec. 31, 2020 | 102,074,703 | ||||||||||||||
Beginning Balance at Dec. 31, 2020 | $ 664,791 | ||||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||||||
Issuance of redeemable convertible preferred stock, net of issuance costs (in shares) | 4,650,999 | ||||||||||||||
Issuance of redeemable convertible preferred stock, net of issuance costs | $ 61,631 | ||||||||||||||
Issuance of redeemable convertible preferred stock from the exercise of warrants (in shares) | 9,477,073 | 4,331,644 | |||||||||||||
Issuance of redeemable convertible preferred stock from the exercise of warrants | $ 379,084 | $ 173,275 | |||||||||||||
Accretion of redeemable convertible preferred stock to redemption value | $ 4,135 | ||||||||||||||
Ending Balance (in shares) at Mar. 31, 2021 | 120,534,419 | ||||||||||||||
Ending Balance at Mar. 31, 2021 | $ 1,282,916 | ||||||||||||||
Beginning Balance (in shares) at Dec. 31, 2020 | 60,543,337 | ||||||||||||||
Beginning Balance at Dec. 31, 2020 | (405,473) | $ 6 | $ 0 | $ (301) | $ (405,178) | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Issuance of common stock from exercise of options (in shares) | 60,616 | ||||||||||||||
Issuance of common stock from exercise of options | 1 | 1 | |||||||||||||
Vesting of early exercised stock options | 21 | 21 | |||||||||||||
Accretion of redeemable convertible preferred stock to redemption value | (4,135) | (4,135) | |||||||||||||
Stock-based compensation | 6,289 | 6,289 | |||||||||||||
Foreign currency translation adjustment | 911 | 911 | |||||||||||||
Net loss | (385,160) | (385,160) | |||||||||||||
Ending Balance (in shares) at Mar. 31, 2021 | 60,603,953 | ||||||||||||||
Ending Balance at Mar. 31, 2021 | $ (787,546) | $ 6 | 2,176 | 610 | (790,338) | ||||||||||
Beginning Balance (in shares) at Dec. 31, 2020 | 102,074,703 | ||||||||||||||
Beginning Balance at Dec. 31, 2020 | $ 664,791 | ||||||||||||||
Ending Balance (in shares) at Sep. 30, 2021 | 0 | ||||||||||||||
Ending Balance at Sep. 30, 2021 | $ 0 | ||||||||||||||
Beginning Balance (in shares) at Dec. 31, 2020 | 60,543,337 | ||||||||||||||
Beginning Balance at Dec. 31, 2020 | (405,473) | $ 6 | 0 | (301) | (405,178) | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Unrealized loss on available-for-sale debt securities, net | 0 | ||||||||||||||
Foreign currency translation adjustment | 63 | ||||||||||||||
Net loss | (617,179) | ||||||||||||||
Ending Balance (in shares) at Sep. 30, 2021 | 212,994,830 | ||||||||||||||
Ending Balance at Sep. 30, 2021 | $ 1,410,039 | $ 21 | 2,432,613 | (238) | (1,022,357) | ||||||||||
Beginning Balance (in shares) at Dec. 31, 2020 | 102,074,703 | ||||||||||||||
Beginning Balance at Dec. 31, 2020 | $ 664,791 | ||||||||||||||
Beginning Balance (in shares) at Dec. 31, 2020 | 60,543,337 | ||||||||||||||
Beginning Balance at Dec. 31, 2020 | (405,473) | $ 6 | 0 | (301) | (405,178) | ||||||||||
Ending Balance (in shares) at Dec. 31, 2021 | 221,833,195 | ||||||||||||||
Ending Balance at Dec. 31, 2021 | $ 1,326,978 | $ 191 | $ 22 | 2,464,730 | 77 | (1,137,851) | $ 191 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Accounting Standards Update [Extensible Enumeration] | Accounting Standards Update 2016-02 [Member] | ||||||||||||||
Beginning Balance (in shares) at Mar. 31, 2021 | 120,534,419 | ||||||||||||||
Beginning Balance at Mar. 31, 2021 | $ 1,282,916 | ||||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||||||
Conversion of redeemable convertible preferred stock in connection with initial public offering (in shares) | (120,534,419) | ||||||||||||||
Conversion of redeemable convertible preferred stock in connection with initial public offering | $ (1,282,916) | ||||||||||||||
Ending Balance (in shares) at Jun. 30, 2021 | 0 | ||||||||||||||
Ending Balance at Jun. 30, 2021 | $ 0 | ||||||||||||||
Beginning Balance (in shares) at Mar. 31, 2021 | 60,603,953 | ||||||||||||||
Beginning Balance at Mar. 31, 2021 | (787,546) | $ 6 | 2,176 | 610 | (790,338) | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Vesting of early exercised stock options | 21 | 21 | |||||||||||||
Conversion of redeemable convertible preferred stock to common stock in connection with initial public offering (in shares) | 120,534,419 | ||||||||||||||
Conversion of redeemable convertible preferred stock to common stock in connection with initial public offering | 1,282,916 | $ 12 | $ 1,282,904 | ||||||||||||
Issuance of common stock (in shares) | 27,027,027 | 874,999 | |||||||||||||
Issuance of common stock | $ 1,027,374 | $ 35,000 | $ 3 | $ 1,027,371 | $ 35,000 | ||||||||||
Stock-based compensation | 52,509 | 52,509 | |||||||||||||
Foreign currency translation adjustment | (775) | (775) | |||||||||||||
Net loss | (116,529) | (116,529) | |||||||||||||
Ending Balance (in shares) at Jun. 30, 2021 | 209,040,398 | ||||||||||||||
Ending Balance at Jun. 30, 2021 | $ 1,492,970 | $ 21 | 2,399,981 | (165) | (906,867) | ||||||||||
Ending Balance (in shares) at Sep. 30, 2021 | 0 | ||||||||||||||
Ending Balance at Sep. 30, 2021 | $ 0 | ||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Issuance of common stock from exercise of options (in shares) | 183,648 | ||||||||||||||
Issuance of common stock from exercise of options | 529 | 529 | |||||||||||||
Issuance of common stock related to release of RSU and SVAs (in shares) | 3,770,784 | ||||||||||||||
Vesting of early exercised stock options | 21 | 21 | |||||||||||||
Stock-based compensation | 32,082 | 32,082 | |||||||||||||
Unrealized loss on available-for-sale debt securities, net | 0 | ||||||||||||||
Foreign currency translation adjustment | (73) | (73) | |||||||||||||
Net loss | (115,490) | (115,490) | |||||||||||||
Ending Balance (in shares) at Sep. 30, 2021 | 212,994,830 | ||||||||||||||
Ending Balance at Sep. 30, 2021 | 1,410,039 | $ 21 | 2,432,613 | (238) | (1,022,357) | ||||||||||
Beginning Balance (in shares) at Dec. 31, 2021 | 221,833,195 | ||||||||||||||
Beginning Balance at Dec. 31, 2021 | 1,326,978 | 191 | $ 22 | 2,464,730 | 77 | (1,137,851) | 191 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Issuance of common stock from exercise of options (in shares) | 534,019 | ||||||||||||||
Issuance of common stock from exercise of options | 871 | 871 | |||||||||||||
Issuance of common stock related to release of RSU and SVAs (in shares) | 537,980 | ||||||||||||||
Issuance of common stock under the Employee Stock Purchase Plan (in shares) | 87,215 | ||||||||||||||
Issuance of common stock under the Employee Stock Purchase Plan | 1,292 | 1,292 | |||||||||||||
Vesting of early exercised stock options | 21 | 21 | |||||||||||||
Stock-based compensation | 27,527 | 27,527 | |||||||||||||
Foreign currency translation adjustment | 199 | 199 | |||||||||||||
Net loss | (111,903) | (111,903) | |||||||||||||
Ending Balance (in shares) at Mar. 31, 2022 | 222,992,409 | ||||||||||||||
Ending Balance at Mar. 31, 2022 | 1,245,176 | $ 22 | 2,494,441 | 276 | (1,249,563) | ||||||||||
Beginning Balance (in shares) at Dec. 31, 2021 | 221,833,195 | ||||||||||||||
Beginning Balance at Dec. 31, 2021 | $ 1,326,978 | $ 191 | $ 22 | 2,464,730 | 77 | (1,137,851) | $ 191 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Issuance of common stock under the Employee Stock Purchase Plan (in shares) | 249,831 | ||||||||||||||
Unrealized loss on available-for-sale debt securities, net | $ (2,086) | ||||||||||||||
Foreign currency translation adjustment | (2,427) | ||||||||||||||
Net loss | (333,659) | ||||||||||||||
Ending Balance (in shares) at Sep. 30, 2022 | 225,096,947 | ||||||||||||||
Ending Balance at Sep. 30, 2022 | 1,068,766 | $ 22 | 2,544,499 | (4,436) | (1,471,319) | ||||||||||
Beginning Balance (in shares) at Mar. 31, 2022 | 222,992,409 | ||||||||||||||
Beginning Balance at Mar. 31, 2022 | 1,245,176 | $ 22 | 2,494,441 | 276 | (1,249,563) | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Issuance of common stock from exercise of options (in shares) | 262,548 | ||||||||||||||
Issuance of common stock from exercise of options | 687 | 687 | |||||||||||||
Issuance of common stock related to release of RSU and SVAs (in shares) | 937,573 | ||||||||||||||
Vesting of early exercised stock options | 21 | 21 | |||||||||||||
Stock-based compensation | 25,151 | 25,151 | |||||||||||||
Foreign currency translation adjustment | (1,345) | (1,345) | |||||||||||||
Net loss | (108,595) | (108,595) | |||||||||||||
Ending Balance (in shares) at Jun. 30, 2022 | 224,192,530 | ||||||||||||||
Ending Balance at Jun. 30, 2022 | 1,161,095 | $ 22 | 2,520,300 | (1,069) | (1,358,158) | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Issuance of common stock from exercise of options (in shares) | 125,175 | ||||||||||||||
Issuance of common stock from exercise of options | 152 | 152 | |||||||||||||
Issuance of common stock related to release of RSU and SVAs (in shares) | 616,626 | ||||||||||||||
Issuance of common stock under the Employee Stock Purchase Plan (in shares) | 162,616 | ||||||||||||||
Issuance of common stock under the Employee Stock Purchase Plan | 994 | 994 | |||||||||||||
Vesting of early exercised stock options | 21 | 21 | |||||||||||||
Stock-based compensation | 23,032 | 23,032 | |||||||||||||
Unrealized loss on available-for-sale debt securities, net | (2,086) | (2,086) | |||||||||||||
Foreign currency translation adjustment | (1,281) | (1,281) | |||||||||||||
Net loss | (113,161) | (113,161) | |||||||||||||
Ending Balance (in shares) at Sep. 30, 2022 | 225,096,947 | ||||||||||||||
Ending Balance at Sep. 30, 2022 | $ 1,068,766 | $ 22 | $ 2,544,499 | $ (4,436) | $ (1,471,319) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (333,659) | $ (617,179) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation | 75,710 | 90,880 |
Depreciation and amortization | 8,335 | 6,768 |
Noncash operating lease expense | 3,931 | 0 |
Accretion of discount on short-term investments, net | (383) | 0 |
Change in fair value of warrants liability | 0 | 326,900 |
Gain on loan extinguishment | 0 | (4,183) |
Other adjustments | 122 | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (1,545) | (560) |
Prepaid expenses and other current assets | (3,738) | (12,114) |
Other assets | 2,279 | (659) |
Accounts payable | 3,136 | (313) |
Amounts due to joint development partners | (2,603) | 5,642 |
Accrued expenses and other current liabilities | (3,632) | 16,488 |
Operating lease liabilities | (3,927) | 0 |
Other liabilities | (17) | 1,965 |
Net cash used in operating activities | (255,991) | (186,365) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (9,809) | (12,218) |
Purchases of short-term investments | (200,162) | 0 |
Purchases of intangible assets | (196) | (302) |
Proceeds from disposal of property and equipment | 27 | 100 |
Net cash used in investing activities | (210,140) | (12,420) |
Cash flows from financing activities: | ||
Proceeds from issuance of redeemable convertible preferred stock, net of offering costs | 0 | 54,693 |
Proceeds from the issuance of common stock under the Employee Stock Purchase Plan | 2,286 | 0 |
Proceeds from exercise of warrants for redeemable convertible preferred stock | 0 | 183,007 |
Proceeds from exercised stock options | 1,710 | 782 |
Proceeds from issuance of common stock upon initial public offering, net of offering costs | 0 | 1,030,965 |
Proceeds from issuance of common stock related to private placement | 0 | 35,000 |
Return of guarantee deposit on related party loan | 0 | 3,715 |
Principal payments on related party loan | 0 | (4,398) |
Payment of third-party costs in connection with initial public offering | 0 | (2,812) |
Principal payments on capital lease obligations | 0 | (586) |
Principal payments on finance lease obligations | (929) | 0 |
Principal payments on loans | (1,126) | (353) |
Net cash provided by financing activities | 1,941 | 1,300,013 |
Effect of exchange rate changes on cash, cash equivalents, and restricted cash | (1,931) | 55 |
Net increase (decrease) in cash, cash equivalents, and restricted cash | (466,121) | 1,101,283 |
Cash, cash equivalents, and restricted cash - beginning of period | 1,339,092 | 312,351 |
Cash, cash equivalents, and restricted cash - end of period | 872,971 | 1,413,634 |
Reconciliation of cash, cash equivalents, and restricted cash to the condensed consolidated balance sheets: | ||
Cash and cash equivalents | 871,360 | 1,412,128 |
Restricted cash included in prepaid expenses and other current assets | 1,611 | 1,506 |
Total cash, cash equivalents, and restricted cash | 872,971 | 1,413,634 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 681 | 575 |
Supplemental schedule of non-cash investing and financing activities: | ||
Acquisitions of property and equipment included in liabilities | 3,783 | 1,987 |
Accretion of redeemable convertible preferred stock | 0 | 4,135 |
Vesting of early exercised stock options | 63 | 63 |
Exercise of liability-classified warrants | 0 | 369,352 |
Conversion of redeemable convertible preferred stock to common stock upon initial public offering | 0 | 1,282,916 |
Issuance costs incurred in connection with initial public offering included in current liabilities | $ 0 | $ 779 |
Description of Business and Sum
Description of Business and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business and Summary of Significant Accounting Policies | Description of Business and Summary of Significant Accounting Policies Description of Business TuSimple Holdings Inc. ("TuSimple" or the "Company") is a global autonomous driving technology company headquartered in San Diego, California, with operations in the United States ("U.S.") and Asia. Founded in 2015, TuSimple is developing a commercial-ready, fully autonomous (SAE Level 4) driving solution for long-haul heavy-duty trucks. Basis of Presentation and Consolidation The accompanying unaudited condensed consolidated financial statements (“Financial Statements”) have been prepared in accordance with accounting principles generally accepted in the U.S. (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. The Financial Statements include the accounts of the Company and its consolidated subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. These Financial Statements should be read in conjunction with the audited consolidated financial statements and notes as of and for the year ended December 31, 2021 , included in the Company's Annual Report on Form 10-K. The condensed consolidated balance sheet as of December 31, 2021 was derived from the audited consolidated financial statements as of that date, but does not include all disclosures required by GAAP. In management’s opinion, the accompanying Financial Statements reflect all normal recurring adjustments necessary for their fair presentation. Other than described below, there have been no changes to the Company’s significant accounting policies described in the Annual Report on Form 10-K for the year ended December 31, 2021 that have had a material impact on the Company’s Financial Statements. Cash, Cash Equivalents, and Restricted Cash Cash and cash equivalents consist of cash in banks and highly liquid investments, primarily money market funds, commercial paper and U.S. government and agency securities, purchased with an original maturity of three months or less. Restricted cash is pledged as security for letters of credit or other collateral amounts established by the Company for certain lease obligations, customer deposits, corporate credit cards, and other contractual arrangements. Restricted cash is recorded as prepaid expenses and other current assets in the condensed consolidated balance sheets based on the term of the remaining restriction. Concentration of Credit Risk Cash and cash equivalents and short-term investments are potentially subject to concentrations of credit risk. The Company's investment policy limits the amount of credit exposure with any one financial institution or commercial issuer and sets requirements regarding credit rating and investment maturities to safeguard liquidity and minimize risk. The majority of our cash deposits exceed insured limits and are placed with financial institutions around the world that the Company believes are of high credit quality. The Company has not experienced any material losses related to these concentrations during the periods presented. Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company measures financial assets and liabilities at fair value at each reporting period using a fair value hierarchy which requires the Company to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s classification within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The levels of inputs used to measure fair value are: • Level 1 — Observable inputs such as quoted prices in active markets for identical assets or liabilities. • Level 2 — Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities in active markets, quoted prices in markets that are not active or inputs other than the quoted prices that are observable either directly or indirectly for the full term of the assets or liabilities. • Level 3 — Unobservable inputs in which there is little or no market data that are significant to the fair value of the assets or liabilities. The Company’s primary financial instruments include cash equivalents, short-term investments, accounts receivable, accounts payable, amounts due to joint development partners, accrued expenses, short-term and long-term debt. The estimated fair value of these instruments approximates their carrying value due to their short-term nature. Refer to Note 2. Investments and Fair Value Measurements for further information. Investments Debt Securities Accounting for the Company's debt securities is based on the legal form of the security, the Company's intended holding period for the security, and the nature of the transaction. Investments in debt securities are classified as available-for-sale and are initially recorded at fair value. Investments in debt securities include commercial paper, U.S. treasury securities, U.S. government agency securities, and corporate debt securities. Subsequent changes in fair value of available-for-sale debt securities are recorded in other comprehensive income (loss), net of tax. Interest on these debt securities and amortization of premiums and accretion of discounts are included in interest income on the condensed consolidated statements of operations. The Company considers its debt securities as available for use in current operations, including those with maturity dates beyond one year, and therefore classifies these securities as short-term investments on the condensed consolidated balance sheets. The Company evaluates its available-for-sale debt securities to determine whether there is a decline in the fair value below its amortized cost basis (an impairment) at each reporting period. This evaluation consists of several qualitative and quantitative factors regarding the severity and duration of the unrealized loss as well as the Company’s ability and intent to hold the investment until a forecasted recovery occurs. Factors considered include: recent financial results and operating trends; implied values in recent transactions of investee securities; other publicly available information that may affect the value of the Company’s investments; severity and length of the decline in value; and the Company’s strategy and intentions for holding the investment. Impairment of the Company’s debt securities is recognized in earnings when a decline in value has occurred that is deemed to be other than temporary, and the current fair value becomes the new cost basis for the security. If the Company does not intend to sell a security and it is not more likely than not that it will be required to sell the security before recovery, the unrealized loss is separated into an amount representing the credit loss, which is recognized in earnings, and the amount related to all other factors, which is recorded in accumulated other comprehensive income (loss). Leases The Company accounts for leases in accordance with Accounting Standards Codification ("ASC") 842, Leases ("ASC 842"), which requires lessees to recognize on-balance sheet and disclose key information about leasing arrangements. The Company adopted ASC 842 along with all applicable ASU clarifications and improvements on January 1, 2022 using the modified retrospective transition method and used the effective date as the date of initial application. Consequently, financial information is not updated and disclosures required under ASC 842 are not provided for periods before January 1, 2022. ASC 842 provides a number of optional practical expedients in transition. The Company elected the "package of practical expedients," which permits the Company not to reassess under ASC 842 its prior conclusions about lease identification, lease classification and initial direct costs. The Company determines if a contract contains a lease based on whether it has the right to obtain substantially all of the economic benefits from the use of an identified asset and whether it has the right to direct the use of an identified asset in exchange for consideration, which relates to an asset which the Company does not own. Right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets are recognized as the lease liability, adjusted for lease incentives received. Lease liabilities are recognized at the present value of the future lease payments at the lease commencement date, net of lease incentive receivable. The interest rate used to determine the present value of the future lease payments is the Company’s incremental borrowing rate (“IBR”) because the interest rate implicit in most of the Company’s leases is not readily determinable. Lease payments may be fixed or variable, however, only fixed payments or in-substance fixed payments are included in the Company’s lease liability calculation. Variable lease payments are recognized in operating expenses in the period in which the obligation for those payments are incurred. The Company has lease agreements with lease and non-lease components and has elected to utilize the practical expedient to account for lease and non-lease components together as a single combined lease component. Additionally, the Company has determined that certain leases previously identified as build-to-suit leasing arrangements under legacy accounting, were derecognized pursuant to the transition guidance provided for build-to-suit leases in ASC 842. Accordingly, these leases have been reassessed as operating leases as of the adoption date under ASC 842, and are included on the condensed consolidated balance sheet as of September 30, 2022. The Company has leases that include one or more options to extend the lease term for up to five years and some of its leases include options to terminate the lease prior to the end of the agreed upon lease term. For purposes of calculating lease liabilities, lease terms include options to extend or terminate the lease when it is reasonably certain that the Company will exercise such options. Operating leases are included within operating lease ROU assets, operating lease liabilities, current, and operating lease liabilities, noncurrent on the Company's condensed consolidated balance sheet as of September 30, 2022. Finance leases are included in property and equipment, net, accrued expenses and other current liabilities, and other liabilities on the Company's condensed consolidated balance sheet as of September 30, 2022. The Company has elected not to present short-term leases on the consolidated balance sheet as these leases have a lease term of 12 months or less at lease inception and do not contain purchase options or renewal terms that the Company is reasonably certain to exercise. Adoption of the new lease standard on January 1, 2022 impacted the interim unaudited condensed consolidated financial statements as follows: (i) recognition of ROU assets of $32.9 million and lease liabilities of $35.1 million for operating leases, (ii) derecognition of build-to-suit lease assets and liabilities of $6.5 million and $4.4 million, respectively, with the net impact of $0.2 million recorded to accumulated deficit as of January 1, 2022, and (iii) reclassification of deferred rent and other liability balances of $2.5 million relating to its existing lease arrangements into the ROU asset balance as of January 1, 2022. The standard did not materially impact the condensed consolidated statement of operations and condensed consolidated statement of cash flows. Reclassifications Certain prior period balances have been reclassified to conform to the current period presentation in the condensed consolidated financial statements and the accompanying notes. Sales and marketing expense and general and administrative expense have been reclassified to selling, general and administrative expense. Interest income has been reclassified from other income (expense), net to interest income. Recently Adopted Accounting Pronouncements In February 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-02, Leases , to require lessees to recognize all leases, with limited exceptions, on the balance sheet, while recognition on the statement of operations will remain similar to legacy lease accounting, ASC 840. Subsequently, the FASB issued ASU No. 2018-10, Codification Improvements to Topic 842 , ASU No. 2018-11, Targeted Improvements , ASU No. 2018-20, Narrow-Scope Improvements for Lessors , and ASU 2019-01, Codification Improvements , to clarify and amend the guidance in ASU No. 2016-02. As disclosed above, the Company adopted the ASUs on January 1, 2022 on a modified retrospective basis. Recently Issued Accounting Pronouncements There have been no recent accounting pronouncements since the filing of the Company's Annual Report on Form 10-K for the year ended December 31, 2021, that may have a material impact on the Company's unaudited condensed consolidated financial statements. |
Investments and Fair Value Meas
Investments and Fair Value Measurements | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Investments and Fair Value Measurements | Investments and Fair Value Measurements Investments Investments in debt securities as of September 30, 2022 were as follows (in thousands): As of September 30, 2022 Amortized Cost Gross Unrealized Gross Unrealized Losses Fair Value Cash Equivalents Short-term Investments Available-for-sale debt securities: U.S. treasury securities $ 9,769 $ — $ (80) $ 9,689 $ — $ 9,689 U.S. government agency securities 105,097 3 (281) 104,819 80,317 24,502 Commercial paper 130,993 — (206) 130,787 76,704 54,083 Corporate debt securities 116,876 — (1,522) 115,354 5,842 109,512 Total $ 362,735 $ 3 $ (2,089) $ 360,649 $ 162,863 $ 197,786 The Company did not hold any investments in debt securities as of December 31, 2021. The fair value and amortized cost of the Company’s debt securities with a stated contractual maturity or redemption date were as follows (in thousands): September 30, 2022 Amortized Cost Fair Value Due in one year or less $ 255,526 $ 255,007 Due in one year through five years 107,209 105,642 Total $ 362,735 $ 360,649 As of September 30, 2022, investments in an unrealized loss position for which other-than-temporary impairments have not been recognized had an aggregate fair value of $320.3 million. None of these investments were in a continuous unrealized loss position for more than twelve months. The Company does not intend to sell these investments and it is not more likely than not that the Company will be required to sell these investments before recovery of their amortized cost basis. The Company anticipates that it will recover the entire amortized cost basis of these investments on or before maturity. During the three and nine months ended September 30, 2022, the Company did not recognize any other-than-temporary impairment losses on these securities. Interest income from cash and cash equivalents and short-term investments was $0.5 million and $1.1 million for the three and nine months ended September 30, 2021, and $5.5 million and $7.9 million for the three and nine months ended September 30, 2022, respectively. Fair Value Measurements The following table presents the Company’s assets and liabilities that are measured at fair value on a recurring basis and indicates the fair value hierarchy of the valuation (in thousands): As of September 30, 2022 Total Level 1 Level 2 Level 3 Assets: Cash equivalents: Money market funds $ 640,978 $ 640,978 $ — $ — U.S. government agency securities 80,317 — 80,317 — Commercial paper 76,704 — 76,704 — Corporate debt securities 5,842 — 5,842 — Total cash equivalents $ 803,841 $ 640,978 $ 162,863 $ — Short-term investments: U.S. treasury securities $ 9,689 $ 9,689 $ — $ — U.S. government agency securities 24,502 — 24,502 — Commercial paper 54,083 — 54,083 — Corporate debt securities 109,512 — 109,512 — Total short-term investments $ 197,786 $ 9,689 $ 188,097 $ — Total $ 1,001,627 $ 650,667 $ 350,960 $ — As of December 31, 2021 Total Level 1 Level 2 Level 3 Assets: Cash equivalents: Money market funds $ 1,077,550 $ 1,077,550 $ — $ — Total $ 1,077,550 $ 1,077,550 $ — $ — Warrants Liability In February and March 2021, TRATON Group (“TRATON”) and its subsidiary Navistar, Inc. (“Navistar”) exercised warrants to purchase 4,331,644 and 9,477,073 shares of Series E-2 and Series E redeemable convertible preferred stock at an exercise price of $11.31 and $14.14, resulting in proceeds of $49.0 million and $134.0 million, respectively. Immediately prior to their exercise, the fair value of the then existing warrants liability was remeasured using the Black-Scholes option-pricing model, resulting in a loss upon remeasurement of $326.9 million. The warrants exercised by TRATON represented only a portion of their total and the unexercised warrants expired as of the exercise date. As of September 30, 2022, there were no warrants outstanding. The Company used the following assumptions in the model: As of February 26, 2021 March 19, 2021 Fair value of underlying securities $40.00 $40.00 Expected volatility 62.95% 60.85% Expected term (in years) 1.76 0.79 Risk-free interest rate 0.14% 0.08% |
Balance Sheet Components
Balance Sheet Components | 9 Months Ended |
Sep. 30, 2022 | |
Balance Sheet Related Disclosures [Abstract] | |
Balance Sheet Components | Balance Sheet Components Property and Equipment, Net Property and equipment, net as of December 31, 2021 and September 30, 2022, was as follows (in thousands): As of December 31, September 30, Electronic equipment $ 12,761 $ 14,690 Office and other equipment 9,423 15,195 Vehicles 21,043 18,912 Leasehold improvements 11,984 13,058 Buildings — 1,841 Construction in progress 5,258 2,788 Property and equipment, gross 60,469 66,484 Accumulated depreciation and amortization (24,416) (28,258) Property and equipment, net $ 36,053 $ 38,226 Depreciation and amortization expense was $2.3 million and $6.7 million for the three and nine months ended September 30, 2021, respectively, and $2.8 million and $8.3 million for the three and nine months ended September 30, 2022, respectively. As of December 31, 2021, property and equipment financed under capital leases was $3.3 million, net of accumulated amortization of $2.5 million. As of September 30, 2022, property and equipment under finance leases was $6.5 million, net of accumulated amortization of $1.1 million. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities as of December 31, 2021 and September 30, 2022 were as follows (in thousands): As of December 31, September 30, Accrued payroll $ 33,225 $ 27,036 Accrued information technology services 1,625 3,438 Accrued professional fees 1,938 1,769 Finance lease liabilities, current — 1,258 Other 4,910 6,911 Accrued expenses and other current liabilities $ 41,698 $ 40,412 Leases The balances for the operating and finance leases where the Company is the lessee are presented within the consolidated balance sheets as follows (in thousands): As of September 30, 2022 Operating leases: Operating lease right-of-use assets $ 46,370 Operating lease liabilities, current $ 5,983 Operating lease liabilities, noncurrent 41,920 Total operating lease liabilities $ 47,903 Finance leases: Property and equipment, at cost $ 7,667 Accumulated depreciation (1,123) Property and equipment, net $ 6,544 Accrued expenses and other current liabilities $ 1,258 Other liabilities 5,661 Total finance lease obligations $ 6,919 The components of lease expense were as follows (in thousands): Three Months Ended September 30, 2022 Nine Months Ended September 30, 2022 Operating lease expense: Operating lease expense (1) $ 2,105 $ 6,395 Finance lease expense: Amortization of leased assets $ 384 $ 1,111 Interest on lease liabilities 139 438 Total finance lease expense $ 523 $ 1,549 Total lease expense $ 2,628 $ 7,944 (1) Includes short-term leases and variable lease costs, which are immaterial. Other information related to leases where the Company is the lessee is as follows: As of September 30, 2022 Weighted-average remaining lease term: Operating leases 8.6 years Finance leases 5.6 years Weighted-average discount rate: Operating leases 4.4 % Finance leases 9.1 % Supplemental cash flow information related to leases where the Company is the lessee is as follows (in thousands): Nine Months Ended September 30, 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 5,369 Operating cash flows from finance leases (interest payments) $ 326 Financing cash flows from finance leases $ 929 Right-of-use assets obtained in exchange for lease obligations: Operating lease liabilities $ 48,404 Finance lease liabilities $ 7,772 As of September 30, 2022, the maturities of the Company's operating and financing lease liabilities (excluding short-term leases) are as follows (in thousands): Operating Leases Finance Leases Remainder of 2022 $ 1,432 $ 453 2023 7,993 1,664 2024 7,592 1,669 2025 7,452 2,468 2026 7,658 421 Thereafter 28,106 1,911 Total minimum lease payments 60,233 8,586 Less: lease incentive receivable (1) (1,488) — Less: imputed interest (10,842) (1,667) Present value of minimum lease payments 47,903 6,919 Less: current portion (5,983) (1,258) Lease obligations, noncurrent $ 41,920 $ 5,661 (1)Lease incentives receivable represent amounts relating to the Company's leasehold improvements that will be paid by the landlord pursuant to lease provisions with relevant landlord. As of September 30, 2022, the Company has additional leases for facilities that have not yet commenced with lease obligations of $0.7 million. These leases will commence between 2022 and 2023 with lease terms of four five Supplemental Information for Comparative Periods Prior to the adoption of ASC 842, future minimum lease payments for non-cancelable operating and capital leases as of December 31, 2021 were as follows (in thousands): Operating Leases Capital Leases 2022 $ 7,660 $ 1,253 2023 7,891 978 2024 5,126 963 2025 3,435 1,761 2026 3,049 — Thereafter 22,524 — Total minimum lease payments $ 49,685 4,955 Amount representing interest (1,317) Present value of minimum lease payments $ 3,638 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Litigation and Legal Proceedings Except as described below, the Company believes it is not presently a party to any litigation the outcome of which, if determined adversely against the Company, would individually or in the aggregate have a material adverse effect on the Company’s business, financial condition, cash flows, or results of operations. Shareholder Securities Litigation On August 31, 2022, a securities class action complaint (the “August 2022 Action”) was filed, in the United States District Court for the Southern District of California, against the Company and certain of its current and former directors and officers (Xiaodi Hou, Mo Chen, Cheng Lu, Patrick Dillon, and James Mullen), and the underwriters who underwrote its IPO, on behalf of a putative class of stockholders who acquired its securities from April 15, 2021 through August 1, 2022. Dicker v. TuSimple Holdings, Inc. et al., 3:22-cv-01300-JES-MSB (S. D. Cal.). The complaint filed in the August 2022 Action alleges, among other things, that the Company and certain of its current and former directors and officers violated Sections 11 and 15 of the Securities Act and Sections 10(b) and 20(a) of the Exchange Act by making materially false or misleading statements, or failing to disclose information it was required to disclose, regarding the Company's autonomous driving technology. The complaint seeks unspecified monetary damages on behalf of the putative class and an award of costs and expenses, including reasonable attorneys’ fees. The complaint in the August 2022 Action may be amended at a future date to add additional or alternate allegations regarding liability or alternate or additional claims for relief. At this time, the Company is unable to estimate the potential loss or range of loss, if any, associated with this, or any similar, lawsuit, which could be material. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation Equity Compensation Plans The Company maintains three equity compensation plans that provide for the issuance of shares of its Class A common stock to its employees, directors, and consultants: the 2017 Share Plan (the “2017 Plan”), the 2021 Equity Incentive Plan (the “2021 Plan”), and the 2021 Employee Stock Purchase Plan (the “2021 ESPP”), which have all been approved by the board of directors. Following the Company's initial public offering ("IPO") in 2021, the 2017 Plan was terminated, but continues to govern the terms and conditions of the outstanding awards previously granted under the 2017 Plan. Subsequent to the IPO, the Company has only issued awards under the 2021 Plan and the ESPP. These plans provide for the issuance of incentive stock options (“ISOs”), nonstatutory stock options (“NSOs”), restricted shares, restricted stock units (“RSUs”), share value awards (“SVAs”), stock appreciation rights (“SARs”), and other awards. 2021 Employee Stock Purchase Plan During the nine months ended September 30, 2022, 249,831 shares were purchased under the 2021 ESPP at a weighted-average price of $9.15 per share resulting in cash proceeds of $2.3 million. Stock Options A summary of the stock option activity, including the CEO Performance Award, for the nine months ended September 30, 2022 is as follows (in thousands, except share amounts, per share amounts, and years): Options Outstanding Weighted- Average Exercise Price Weighted- Average Remaining Life (Years) Aggregate Intrinsic Value Outstanding at December 31, 2021 7,684,778 $ 12.91 9.04 $ 188,722 Exercised (921,742) $ 1.88 Cancelled/Forfeited (1,974,012) $ 17.68 Outstanding at September 30, 2022 4,789,024 $ 13.25 5.27 $ 12,004 Vested and exercisable at September 30, 2022 2,398,336 $ 8.79 5.32 $ 7,612 As of September 30, 2022, there was $14.3 million of unrecognized stock-based compensation expense related to unvested stock options, which is expected to be recognized over a weighted-average service period of 2.50 years. CEO Performance Award In March 2021, included in the stock options discussed above, the Company granted 1,150,000 stock option awards to Cheng Lu, its former and current CEO, with an exercise price of $14.14 per share and a contractual life of ten years that vest upon the attainment of both operational milestones (performance conditions) and market conditions, assuming continued employment as CEO through the vesting date (the “CEO Performance Award”). In March 2022, the Company underwent a change in CEO and the CEO Performance Awards were cancelled in connection with the separation of Cheng Lu as CEO. As a result, the Company reversed the historical stock-based compensation expense attributable to the CEO Performance Awards of $7.1 million. In November 2022, Cheng Lu was reappointed as CEO (refer to Note 9. Subsequent Events). In connection with the March 2022 separation of Cheng Lu as CEO, a total of 1,850,000 stock options were modified, of which 440,000 were vested as of the modification date. The terms of the modification allow for continued vesting of the unvested stock options for the twelve-month period following the separation date ("transition period"), subject to the provision of advisory services throughout the transition period. Upon the completion of such continuous services, all stock options subject to vesting shall become vested and exercisable. Each of the modified stock options, including those vested and outstanding as of the modification date, shall remain outstanding and exercisable until the earlier of: (x) the date on which any of the Company's outstanding stock options are terminated in connection with a corporate transaction, (y) the original expiration date applicable to such stock options, and (z) the second anniversary of the date on which the transition services with the Company are terminated. The Company determined the continuous service provisions were in-substance an acceleration of the unvested awards and the incremental cost related to the modified options was recorded immediately upon the separation date. Additionally, 175,000 outstanding and unvested RSUs had their vesting accelerated in full as of the separation date. As a result of these modifications, the Company recorded incremental stock compensation expense of $13.9 million during the nine months ended September 30, 2022. RSUs The following table summarizes the activity related to RSUs for the nine months ended September 30, 2022: RSUs Outstanding Weighted-Average Unvested and outstanding at December 31, 2021 5,949,798 $ 46.54 Granted 10,355,782 $ 8.79 Vested (2,019,222) $ 39.01 Cancelled (2,086,309) $ 35.33 Unvested and outstanding at September 30, 2022 12,200,049 $ 17.66 Vested and outstanding at September 30, 2022 115,150 $ 28.28 SVAs The following table summarizes the activity related to SVAs for the nine months ended September 30, 2022: SVAs Outstanding Weighted-Average Unvested and outstanding at December 31, 2021 315,559 $ 5.29 Vested (172,504) $ 4.79 Cancelled (51,781) $ 2.97 Unvested and outstanding at September 30, 2022 91,274 $ 7.55 Vested and outstanding at September 30, 2022 — $ — As of September 30, 2022, there was $191.7 million of unrecognized stock-based compensation expense related to RSUs and SVAs, which is expected to be recognized over a weighted-average service period of 2.61 years. Stock-based Compensation Expense Total stock-based compensation expense was as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2022 2021 2022 Research and development $ 22,382 $ 16,915 $ 49,520 $ 56,771 Selling, general and administrative 9,700 6,117 41,360 18,939 Total stock-based compensation expense $ 32,082 $ 23,032 $ 90,880 $ 75,710 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income TaxesThe Company’s effective tax rate was 0% for the nine months ended September 30, 2022, which is lower than the U.S. federal rate of 21% and was primarily due to valuation allowances recorded on current year losses. As of September 30, 2022, the Company continues to maintain a full valuation allowance against its U.S. and foreign net deferred tax assets due to significant negative evidence, including cumulative losses in the most recent three-year period and the Company’s assessment that it is not more likely than not that the net deferred tax assets will be realized. |
Net Loss Per Share Attributable
Net Loss Per Share Attributable to Common Stockholders | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share Attributable to Common Stockholders | Net Loss Per Share Attributable to Common StockholdersBasic net loss per share of common stock attributable to common stockholders is calculated by dividing net loss attributable to common stockholders by the weighted-average shares of common stock outstanding for the period. Diluted net loss per share attributable to common stockholders is the same as basic net loss per share attributable to common stockholders for all years presented because the effects of potentially dilutive items were antidilutive given the Company’s net loss in each period presented. The following table presents the calculation of basic and diluted net loss per share attributable to common stockholders (in thousands, except share and per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2021 2022 2021 2022 Numerator: Net loss $ (115,490) $ (113,161) $ (617,179) $ (333,659) Less: Accretion of redeemable convertible preferred stock — — (4,135) — Net loss attributable to common stockholders, basic and diluted $ (115,490) $ (113,161) $ (621,314) $ (333,659) Denominator: Weighted-average shares used in computing net loss per share, basic and diluted 212,802,379 224,745,672 152,469,098 223,698,744 Net loss per share: Net loss per share attributable to common stockholders, basic and diluted $ (0.54) $ (0.50) $ (4.08) $ (1.49) The following potentially dilutive outstanding shares were excluded from the computation of diluted net loss per share for the periods presented because including them would have had an anti-dilutive effect, or because issuance of such shares is contingent upon the satisfaction of certain conditions which were not satisfied by the end of the period: As of September 30, 2021 2022 Options to purchase common stock 16,019,239 4,789,024 RSUs subject to future vesting 5,061,779 12,200,049 SVAs subject to future vesting 411,079 91,274 Early exercised options subject to future vesting 45,000 25,000 Common stock contingently issuable under ESPP — 27,989 Total 21,537,097 17,133,336 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party TransactionsAs previously disclosed by the Company on its Current Report on Form 8-K filed on October 31, 2022, based on information obtained in connection with an ongoing internal investigation by its Audit Committee of the Board (the “Audit Committee”), during 2021 Company employees spent paid hours working on matters for Hydron Inc. (“Hydron”) and such paid hours had an estimated value of less than $300,000. The Company also believes that during 2022, in connection with its evaluation of Hydron as a potential OEM partner, the Company shared confidential information with Hydron and its partners before entering into relevant non-disclosure and other cooperation agreements. After the information was disclosed, the Company entered into a non-disclosure agreement with Hydron that covered the information. Mr. Mo Chen, one of the Company’s co-founders and current Executive Chairman, is a founder, director and chief executive officer of Hydron and he has an equity interest in the Company of greater than 10%. This related party transaction and the evaluation of Hydron as a potential OEM partner was not presented to, or approved by, the Audit Committee as required by Company policies. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Litigation Matters Shareholder Securities Litigation On November 10, 2022, a second securities class action (the “November 2022 Action”) complaint was filed in the United States District Court for the Southern District of New York against the Company and certain of its current and former directors, officers (Xiaodi Hou, Mo Chen, Cheng Lu, Eric Tapia, Patrick Dillon, and James Mullen), and the underwriters who underwrote its IPO, on behalf of a putative class of stockholders who acquired its securities from April 15, 2021 through October 31, 2022. The complaint in the November 2022 Action alleges, among other things, that the Company and certain of its current and former directors and officers violated Sections 11, 12(a), and 15 of the Securities Act and Sections 10(b) and 20(a) of the Exchange Act, by making false or misleading statements, or failing to disclose information it was required to disclose, regarding the Company's related party transaction with Hydron and the Company’s sharing of confidential information and proprietary technology with Hydron without approval from the Company’s Board. The complaint seeks unspecified monetary damages on behalf of the putative class and an award of costs and expenses, including reasonable attorneys’ fees. The November 2022 Action has since been transferred to the Southern District of California. Woldanski v. TuSimple Holdings, Inc., et al., 3:23-cv-00282-JES-MSB (S. D. Cal.). The complaint in the November 2022 Action may be amended at a future date to add additional or alternate allegations regarding liability or alternate or additional claims for relief. On May 3, 2023, the Company made a motion to consolidate the August 2022 Action and the November 2022 Action. That motion remains pending. At this time, the Company is unable to estimate the potential loss or range of loss, if any, associated with this, or any similar, lawsuit, which could be material. Shareholder Derivative Actions On November 28, 2022, a shareholder derivative action was filed in the Delaware Court of Chancery by a stockholder purportedly on behalf of the Company against certain of its current and former directors and officers (Xiaodi Hou, Mo Chen, Brad Buss, Karen Francis, Michelle Sterling, and Reed Warner) alleging, among other things, that certain of the Company’s current and former directors and officers breached their fiduciary duties to the Company in connection with a related party transaction with Hydron: Nusbaum v. Hou et al., 2022-1095-NAC (Del. Ch.). The shareholder derivative action also alleges breaches of fiduciary duties against certain of the Company’s current and former directors and officers in connection with the restructuring of the Company’s board of directors (the "Board"). On December 15, 2022, a second shareholder derivative action was filed in the Delaware Court of Chancery by a stockholder purportedly on behalf of the Company against certain of its current and former directors and officers (Xiaodi Hou, Mo Chen, Cheng Lu, Patrick Dillon, Eric Tapia, James Mullen, Brad Buss, Charles Chao, Karen Francis, Michelle Sterling, Reed Werner, and Bonnie Zhang) alleging similar claims to the action filed on November 28, 2022: Young v. Hou et al., 2022-1157-NAC (Del. Ch.). The second shareholder derivative action additionally asserts, among other things, claims regarding the safety of the Company’s technology and alleged inadequacy of the Company’s internal controls. On March 6, 2023, a third shareholder derivative action was filed in the Delaware Court of Chancery by a stockholder purportedly on behalf of the Company against certain of its current and former directors and officers (Xiaodi Hou, Brad Buss, Mo Chen, Charles Chao, Karen Francis, Wendy Hayes, Cheng Lu, James Lu, Michael Mosier, Michelle Sterling, Reed Werner, and Bonnie Zhang), alleging similar claims to the actions filed on November 28, 2022 and December 15, 2022: Wolfson v. Hou et al., 2023-0279-NAC (Del. Ch.). The stockholder has since purported to voluntarily dismiss her action. On March 29, 2023, the Company made a motion to consolidate all of the above shareholder derivative actions. The Court granted the motion and consolidated the shareholder derivative actions on May 5, 2023. The Company is unable to estimate the potential loss or range of loss, if any, associated with this, or any similar, lawsuit, which could be material. Regulatory Investigations Committee on Foreign Investments in the United States (“CFIUS”) The Company is cooperating with an inquiry by CFIUS concerning its compliance with the National Security Agreement (“NSA”) entered into with the U.S. government as it relates to information shared by TuSimple U.S. with TuSimple's China-based businesses (“TuSimple China”), Hydron and Hydron’s partners. If CFIUS concludes that information shared with TuSimple China, Hydron and Hydron’s partners was shared in violation of the terms of the NSA, it may impose a civil penalty on the Company. At this time, the Company is unable to estimate the likelihood of a negative outcome or the potential loss or range of loss associated with this matter. The Audit Committee, the Government Security Committee of the Board (the "Government Security Committee"), the Board and the Company are committed to cooperating fully as discussions with CFIUS continue. Securities and Exchange Commission ("SEC") As disclosed on November 7, 2022, in connection with the filing of the Company’s Current Report on Form 8-K regarding the initial findings of the Audit Committee’s internal investigation into the related party transaction with Hydron, the Company proactively reached out to the SEC and received an initial request for information from the SEC. Since the initial outreach, the Company and certain current and former directors and officers received subpoenas from the SEC requesting the production of Company documents. The Company is unable to estimate the likelihood of a negative outcome or the potential loss or range of loss associated with this matter. The Company has cooperated, and intends to continue to fully cooperate, with the SEC’s investigation. Nasdaq In May 2023, the Company received a notice from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, as a result of the Company not having timely filed its Quarterly Report on Form 10-Q for the period ended September 30, 2022, its Annual Report on Form 10-K for the fiscal year ended December 31, 2022, and its Quarterly Report on Form 10-Q for the period ended March 31, 2023, the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1) and Nasdaq has determined to deny the Company’s request for continued listing on Nasdaq. The Company requested, and Nasdaq granted, a hearing before the Nasdaq Hearings Panel (the "Panel") to appeal Nasdaq's delisting determination. On June 22, 2023, the Company appeared before the Panel and, on July 6, 2023, the Company received a notice from Nasdaq indicating that based on the plan of compliance presented by the Company at its hearing, the Panel has granted the Company’s request for continued listing on Nasdaq. The Panel has granted the Company an extension until September 30, 2023 (the “Compliance Date”) to file with the SEC its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2022, its Annual Report on Form 10-K for the fiscal year ended December 31, 2022, its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2023 and its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2023 (the “Delayed Reports”), subject to specified deadlines for each Delayed Report. The Company intends to take the steps necessary to meet the deadlines for the Delayed Reports and regain compliance with Nasdaq listing standards by the Compliance Date. Board and Management Changes On October 30, 2022, the Company's Board terminated the employment of Dr. Xiaodi Hou as the Chief Executive Officer, President and Chief Technology Officer of the Company and removed Dr. Hou from his position as Chairman of the Board. The Board appointed Dr. Ersin Yumer as interim Chief Executive Officer and President of the Company, effective as of the same date. On November 10, 2022, the Company received a written consent in which stockholders White Marble LLC, White Marble International Limited, Gray Jade Holding Limited, THC International Limited and Brown Jade Holding Limited, which together are the record holders of a majority of the voting power of the outstanding shares of capital stock of the Company, consented to the removal of Brad Buss, Karen C. Francis, Michelle Sterling and Reed Werner from the Company’s Board. At such time, Dr. Hou became the sole remaining member of the Board and appointed Mo Chen and Cheng Lu to the Board. On November 10, 2022, the Board (i) removed Dr. Yumer as interim Chief Executive Officer and President of the Company, (ii) appointed Cheng Lu as Chief Executive Officer of the Company, and (iii) appointed Mo Chen, as Executive Chairman of the Company’s board of directors, each effective immediately. On December 7, 2022, James Lu was appointed to the Board as an independent director. On December 14, 2022, the Company granted Cheng Lu 3,425,000 RSUs that vest annually over a period of four years (“CEO Time-Based Award”) and 3,425,000 RSUs that vest annually over a period of four years upon the attainment of certain stock price hurdles (“CEO Performance Award”), in both cases assuming continued employment of CEO through the vesting dates and in exchange for the cancellation and forfeiture of Cheng Lu's 1,850,000 outstanding stock options. On December 15, 2022, Wendy Hayes and Michael Mosier were appointed to the Board as independent directors. On March 9, 2023, Dr. Xiaodi Hou notified the Company that he was resigning from the Board effective immediately. On March 13, 2023, J. Tyler McGaughey and Zhen Tao were appointed to the Board as independent directors. Restructurings On December 15, 2022, the Board authorized a broad restructuring plan to rebalance the Company’s cost structure in alignment with its strategic priorities resulting in a reduction in the size of the Company’s workforce by approximately 350 employees and the impairment of certain non-current assets. On May 16, 2023, the Board authorized an additional restructuring plan to further align the Company’s cost structure with its strategic priorities resulting in an additional reduction in the Company’s workforce by approximately 300 employees (together with the December 15, 2022 reduction in force, the “Restructuring Plan”). Following the Restructuring Plan, the Company’s global full-time employees (“FTEs”) are approximately 750 FTEs, including approximately 250 FTEs in the U.S. operations. Taken together, the Company estimates that it will incur one-time charges of approximately $33.0 million to $35.0 million in connection with the Restructuring Plan, consisting primarily of cash expenditures for employee transition, notice period and severance payments, employee benefits and related costs, as well as non-cash impairment charges of certain non-current assets. The foregoing estimates of the charges the Company expects to incur under the Restructuring Plan are subject to assumptions and actual charges may differ from such estimates. Strategic Alternatives On June 28, 2023, the Company announced that it is evaluating strategic alternatives for its U.S.-based business and engaged Perella Weinberg Partners as a financial advisor to explore possible transactions. |
Description of Business and S_2
Description of Business and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | Description of Business TuSimple Holdings Inc. ("TuSimple" or the "Company") is a global autonomous driving technology company headquartered in San Diego, California, with operations in the United States ("U.S.") and Asia. Founded in 2015, TuSimple is developing a commercial-ready, fully autonomous (SAE Level 4) driving solution for long-haul heavy-duty trucks. |
Basis of Presentation and Consolidation | Basis of Presentation and Consolidation The accompanying unaudited condensed consolidated financial statements (“Financial Statements”) have been prepared in accordance with accounting principles generally accepted in the U.S. (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. The Financial Statements include the accounts of the Company and its consolidated subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. These Financial Statements should be read in conjunction with the audited consolidated financial statements and notes as of and for the year ended December 31, 2021 , included in the Company's Annual Report on Form 10-K. The condensed consolidated balance sheet as of December 31, 2021 was derived from the audited consolidated financial statements as of that date, but does not include all disclosures required by GAAP. In management’s opinion, the accompanying Financial Statements reflect all normal recurring adjustments necessary for their fair presentation. Other than described below, there have been no changes to the Company’s significant accounting policies described in the Annual Report on Form 10-K for the year ended December 31, 2021 that have had a material impact on the Company’s Financial Statements. |
Cash, Cash Equivalents, and Restricted Cash | Cash, Cash Equivalents, and Restricted Cash Cash and cash equivalents consist of cash in banks and highly liquid investments, primarily money market funds, commercial paper and U.S. government and agency securities, purchased with an original maturity of three months or less. Restricted cash is pledged as security for letters of credit or other collateral amounts established by the Company for certain lease obligations, customer deposits, corporate credit cards, and other contractual arrangements. Restricted cash is recorded as prepaid expenses and other current assets in the condensed consolidated balance sheets based on the term of the remaining restriction. |
Concentration of Credit Risk | Concentration of Credit Risk Cash and cash equivalents and short-term investments are potentially subject to concentrations of credit risk. The Company's investment policy limits the amount of credit exposure with any one financial institution or commercial issuer and sets requirements regarding credit rating and investment maturities to safeguard liquidity and minimize risk. The majority of our cash deposits exceed insured limits and are placed with financial institutions around the world that the Company believes are of high credit quality. The Company has not experienced any material losses related to these concentrations during the periods presented. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company measures financial assets and liabilities at fair value at each reporting period using a fair value hierarchy which requires the Company to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s classification within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The levels of inputs used to measure fair value are: • Level 1 — Observable inputs such as quoted prices in active markets for identical assets or liabilities. • Level 2 — Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities in active markets, quoted prices in markets that are not active or inputs other than the quoted prices that are observable either directly or indirectly for the full term of the assets or liabilities. • Level 3 — Unobservable inputs in which there is little or no market data that are significant to the fair value of the assets or liabilities. The Company’s primary financial instruments include cash equivalents, short-term investments, accounts receivable, accounts payable, amounts due to joint development partners, accrued expenses, short-term and long-term debt. The estimated fair value of these instruments approximates their carrying value due to their short-term nature. Refer to Note 2. Investments and Fair Value Measurements for further information. |
Investments | Investments Debt Securities Accounting for the Company's debt securities is based on the legal form of the security, the Company's intended holding period for the security, and the nature of the transaction. Investments in debt securities are classified as available-for-sale and are initially recorded at fair value. Investments in debt securities include commercial paper, U.S. treasury securities, U.S. government agency securities, and corporate debt securities. Subsequent changes in fair value of available-for-sale debt securities are recorded in other comprehensive income (loss), net of tax. Interest on these debt securities and amortization of premiums and accretion of discounts are included in interest income on the condensed consolidated statements of operations. The Company considers its debt securities as available for use in current operations, including those with maturity dates beyond one year, and therefore classifies these securities as short-term investments on the condensed consolidated balance sheets. The Company evaluates its available-for-sale debt securities to determine whether there is a decline in the fair value below its amortized cost basis (an impairment) at each reporting period. This evaluation consists of several qualitative and quantitative factors regarding the severity and duration of the unrealized loss as well as the Company’s ability and intent to hold the investment until a forecasted recovery occurs. Factors considered include: recent financial results and operating trends; implied values in recent transactions of investee securities; other publicly available information that may affect the value of the Company’s investments; severity and length of the decline in value; and the Company’s strategy and intentions for holding the investment. |
Leases | Leases The Company accounts for leases in accordance with Accounting Standards Codification ("ASC") 842, Leases ("ASC 842"), which requires lessees to recognize on-balance sheet and disclose key information about leasing arrangements. The Company adopted ASC 842 along with all applicable ASU clarifications and improvements on January 1, 2022 using the modified retrospective transition method and used the effective date as the date of initial application. Consequently, financial information is not updated and disclosures required under ASC 842 are not provided for periods before January 1, 2022. ASC 842 provides a number of optional practical expedients in transition. The Company elected the "package of practical expedients," which permits the Company not to reassess under ASC 842 its prior conclusions about lease identification, lease classification and initial direct costs. The Company determines if a contract contains a lease based on whether it has the right to obtain substantially all of the economic benefits from the use of an identified asset and whether it has the right to direct the use of an identified asset in exchange for consideration, which relates to an asset which the Company does not own. Right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets are recognized as the lease liability, adjusted for lease incentives received. Lease liabilities are recognized at the present value of the future lease payments at the lease commencement date, net of lease incentive receivable. The interest rate used to determine the present value of the future lease payments is the Company’s incremental borrowing rate (“IBR”) because the interest rate implicit in most of the Company’s leases is not readily determinable. Lease payments may be fixed or variable, however, only fixed payments or in-substance fixed payments are included in the Company’s lease liability calculation. Variable lease payments are recognized in operating expenses in the period in which the obligation for those payments are incurred. The Company has lease agreements with lease and non-lease components and has elected to utilize the practical expedient to account for lease and non-lease components together as a single combined lease component. Additionally, the Company has determined that certain leases previously identified as build-to-suit leasing arrangements under legacy accounting, were derecognized pursuant to the transition guidance provided for build-to-suit leases in ASC 842. Accordingly, these leases have been reassessed as operating leases as of the adoption date under ASC 842, and are included on the condensed consolidated balance sheet as of September 30, 2022. The Company has leases that include one or more options to extend the lease term for up to five years and some of its leases include options to terminate the lease prior to the end of the agreed upon lease term. For purposes of calculating lease liabilities, lease terms include options to extend or terminate the lease when it is reasonably certain that the Company will exercise such options. Operating leases are included within operating lease ROU assets, operating lease liabilities, current, and operating lease liabilities, noncurrent on the Company's condensed consolidated balance sheet as of September 30, 2022. Finance leases are included in property and equipment, net, accrued expenses and other current liabilities, and other liabilities on the Company's condensed consolidated balance sheet as of September 30, 2022. The Company has elected not to present short-term leases on the consolidated balance sheet as these leases have a lease term of 12 months or less at lease inception and do not contain purchase options or renewal terms that the Company is reasonably certain to exercise. Adoption of the new lease standard on January 1, 2022 impacted the interim unaudited condensed consolidated financial statements as follows: (i) recognition of ROU assets of $32.9 million and lease liabilities of $35.1 million for operating leases, (ii) derecognition of build-to-suit lease assets and liabilities of $6.5 million and $4.4 million, respectively, with the net impact of $0.2 million recorded to accumulated deficit as of January 1, 2022, and (iii) reclassification of deferred rent and other liability balances of $2.5 million relating to its existing lease arrangements into the ROU asset balance as of January 1, 2022. The standard did not materially impact the condensed consolidated statement of operations and condensed consolidated statement of cash flows. |
Reclassifications | Reclassifications Certain prior period balances have been reclassified to conform to the current period presentation in the condensed consolidated financial statements and the accompanying notes. Sales and marketing expense and general and administrative expense have been reclassified to selling, general and administrative expense. Interest income has been reclassified from other income (expense), net to interest income. |
Recently Adopted Accounting Pronouncements and Recently Issued Accounting Pronouncements | Recently Adopted Accounting Pronouncements In February 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-02, Leases , to require lessees to recognize all leases, with limited exceptions, on the balance sheet, while recognition on the statement of operations will remain similar to legacy lease accounting, ASC 840. Subsequently, the FASB issued ASU No. 2018-10, Codification Improvements to Topic 842 , ASU No. 2018-11, Targeted Improvements , ASU No. 2018-20, Narrow-Scope Improvements for Lessors , and ASU 2019-01, Codification Improvements , to clarify and amend the guidance in ASU No. 2016-02. As disclosed above, the Company adopted the ASUs on January 1, 2022 on a modified retrospective basis. Recently Issued Accounting Pronouncements There have been no recent accounting pronouncements since the filing of the Company's Annual Report on Form 10-K for the year ended December 31, 2021, that may have a material impact on the Company's unaudited condensed consolidated financial statements. |
Investments and Fair Value Me_2
Investments and Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Debt Securities, Available-for-Sale | Investments in debt securities as of September 30, 2022 were as follows (in thousands): As of September 30, 2022 Amortized Cost Gross Unrealized Gross Unrealized Losses Fair Value Cash Equivalents Short-term Investments Available-for-sale debt securities: U.S. treasury securities $ 9,769 $ — $ (80) $ 9,689 $ — $ 9,689 U.S. government agency securities 105,097 3 (281) 104,819 80,317 24,502 Commercial paper 130,993 — (206) 130,787 76,704 54,083 Corporate debt securities 116,876 — (1,522) 115,354 5,842 109,512 Total $ 362,735 $ 3 $ (2,089) $ 360,649 $ 162,863 $ 197,786 |
Schedule of Cash and Cash Equivalents | Investments in debt securities as of September 30, 2022 were as follows (in thousands): As of September 30, 2022 Amortized Cost Gross Unrealized Gross Unrealized Losses Fair Value Cash Equivalents Short-term Investments Available-for-sale debt securities: U.S. treasury securities $ 9,769 $ — $ (80) $ 9,689 $ — $ 9,689 U.S. government agency securities 105,097 3 (281) 104,819 80,317 24,502 Commercial paper 130,993 — (206) 130,787 76,704 54,083 Corporate debt securities 116,876 — (1,522) 115,354 5,842 109,512 Total $ 362,735 $ 3 $ (2,089) $ 360,649 $ 162,863 $ 197,786 |
Summary of Contractual Maturities, Available-for-Sale Debt Securities | The fair value and amortized cost of the Company’s debt securities with a stated contractual maturity or redemption date were as follows (in thousands): September 30, 2022 Amortized Cost Fair Value Due in one year or less $ 255,526 $ 255,007 Due in one year through five years 107,209 105,642 Total $ 362,735 $ 360,649 |
Schedule of Assets Measured at Fair Value on Recurring Basis | The following table presents the Company’s assets and liabilities that are measured at fair value on a recurring basis and indicates the fair value hierarchy of the valuation (in thousands): As of September 30, 2022 Total Level 1 Level 2 Level 3 Assets: Cash equivalents: Money market funds $ 640,978 $ 640,978 $ — $ — U.S. government agency securities 80,317 — 80,317 — Commercial paper 76,704 — 76,704 — Corporate debt securities 5,842 — 5,842 — Total cash equivalents $ 803,841 $ 640,978 $ 162,863 $ — Short-term investments: U.S. treasury securities $ 9,689 $ 9,689 $ — $ — U.S. government agency securities 24,502 — 24,502 — Commercial paper 54,083 — 54,083 — Corporate debt securities 109,512 — 109,512 — Total short-term investments $ 197,786 $ 9,689 $ 188,097 $ — Total $ 1,001,627 $ 650,667 $ 350,960 $ — As of December 31, 2021 Total Level 1 Level 2 Level 3 Assets: Cash equivalents: Money market funds $ 1,077,550 $ 1,077,550 $ — $ — Total $ 1,077,550 $ 1,077,550 $ — $ — |
Schedule of Fair Value Assumptions | The Company used the following assumptions in the model: As of February 26, 2021 March 19, 2021 Fair value of underlying securities $40.00 $40.00 Expected volatility 62.95% 60.85% Expected term (in years) 1.76 0.79 Risk-free interest rate 0.14% 0.08% |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Balance Sheet Related Disclosures [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net as of December 31, 2021 and September 30, 2022, was as follows (in thousands): As of December 31, September 30, Electronic equipment $ 12,761 $ 14,690 Office and other equipment 9,423 15,195 Vehicles 21,043 18,912 Leasehold improvements 11,984 13,058 Buildings — 1,841 Construction in progress 5,258 2,788 Property and equipment, gross 60,469 66,484 Accumulated depreciation and amortization (24,416) (28,258) Property and equipment, net $ 36,053 $ 38,226 |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities as of December 31, 2021 and September 30, 2022 were as follows (in thousands): As of December 31, September 30, Accrued payroll $ 33,225 $ 27,036 Accrued information technology services 1,625 3,438 Accrued professional fees 1,938 1,769 Finance lease liabilities, current — 1,258 Other 4,910 6,911 Accrued expenses and other current liabilities $ 41,698 $ 40,412 |
Summary of Balances for Operating and Finance Leases | The balances for the operating and finance leases where the Company is the lessee are presented within the consolidated balance sheets as follows (in thousands): As of September 30, 2022 Operating leases: Operating lease right-of-use assets $ 46,370 Operating lease liabilities, current $ 5,983 Operating lease liabilities, noncurrent 41,920 Total operating lease liabilities $ 47,903 Finance leases: Property and equipment, at cost $ 7,667 Accumulated depreciation (1,123) Property and equipment, net $ 6,544 Accrued expenses and other current liabilities $ 1,258 Other liabilities 5,661 Total finance lease obligations $ 6,919 |
Components of Lease Expense and Supplemental Cash Flow Information | The components of lease expense were as follows (in thousands): Three Months Ended September 30, 2022 Nine Months Ended September 30, 2022 Operating lease expense: Operating lease expense (1) $ 2,105 $ 6,395 Finance lease expense: Amortization of leased assets $ 384 $ 1,111 Interest on lease liabilities 139 438 Total finance lease expense $ 523 $ 1,549 Total lease expense $ 2,628 $ 7,944 (1) Includes short-term leases and variable lease costs, which are immaterial. Other information related to leases where the Company is the lessee is as follows: As of September 30, 2022 Weighted-average remaining lease term: Operating leases 8.6 years Finance leases 5.6 years Weighted-average discount rate: Operating leases 4.4 % Finance leases 9.1 % Supplemental cash flow information related to leases where the Company is the lessee is as follows (in thousands): Nine Months Ended September 30, 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 5,369 Operating cash flows from finance leases (interest payments) $ 326 Financing cash flows from finance leases $ 929 Right-of-use assets obtained in exchange for lease obligations: Operating lease liabilities $ 48,404 Finance lease liabilities $ 7,772 |
Schedule of Operating Leases | As of September 30, 2022, the maturities of the Company's operating and financing lease liabilities (excluding short-term leases) are as follows (in thousands): Operating Leases Finance Leases Remainder of 2022 $ 1,432 $ 453 2023 7,993 1,664 2024 7,592 1,669 2025 7,452 2,468 2026 7,658 421 Thereafter 28,106 1,911 Total minimum lease payments 60,233 8,586 Less: lease incentive receivable (1) (1,488) — Less: imputed interest (10,842) (1,667) Present value of minimum lease payments 47,903 6,919 Less: current portion (5,983) (1,258) Lease obligations, noncurrent $ 41,920 $ 5,661 (1)Lease incentives receivable represent amounts relating to the Company's leasehold improvements that will be paid by the landlord pursuant to lease provisions with relevant landlord. |
Schedule of Finance Leases | As of September 30, 2022, the maturities of the Company's operating and financing lease liabilities (excluding short-term leases) are as follows (in thousands): Operating Leases Finance Leases Remainder of 2022 $ 1,432 $ 453 2023 7,993 1,664 2024 7,592 1,669 2025 7,452 2,468 2026 7,658 421 Thereafter 28,106 1,911 Total minimum lease payments 60,233 8,586 Less: lease incentive receivable (1) (1,488) — Less: imputed interest (10,842) (1,667) Present value of minimum lease payments 47,903 6,919 Less: current portion (5,983) (1,258) Lease obligations, noncurrent $ 41,920 $ 5,661 (1)Lease incentives receivable represent amounts relating to the Company's leasehold improvements that will be paid by the landlord pursuant to lease provisions with relevant landlord. |
Schedule of Operating Leases Prior to Adoption of ASC 842 | Prior to the adoption of ASC 842, future minimum lease payments for non-cancelable operating and capital leases as of December 31, 2021 were as follows (in thousands): Operating Leases Capital Leases 2022 $ 7,660 $ 1,253 2023 7,891 978 2024 5,126 963 2025 3,435 1,761 2026 3,049 — Thereafter 22,524 — Total minimum lease payments $ 49,685 4,955 Amount representing interest (1,317) Present value of minimum lease payments $ 3,638 |
Schedule of Capital Leases Prior to Adoption of ASC 842 | Prior to the adoption of ASC 842, future minimum lease payments for non-cancelable operating and capital leases as of December 31, 2021 were as follows (in thousands): Operating Leases Capital Leases 2022 $ 7,660 $ 1,253 2023 7,891 978 2024 5,126 963 2025 3,435 1,761 2026 3,049 — Thereafter 22,524 — Total minimum lease payments $ 49,685 4,955 Amount representing interest (1,317) Present value of minimum lease payments $ 3,638 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Stock Option Activities | A summary of the stock option activity, including the CEO Performance Award, for the nine months ended September 30, 2022 is as follows (in thousands, except share amounts, per share amounts, and years): Options Outstanding Weighted- Average Exercise Price Weighted- Average Remaining Life (Years) Aggregate Intrinsic Value Outstanding at December 31, 2021 7,684,778 $ 12.91 9.04 $ 188,722 Exercised (921,742) $ 1.88 Cancelled/Forfeited (1,974,012) $ 17.68 Outstanding at September 30, 2022 4,789,024 $ 13.25 5.27 $ 12,004 Vested and exercisable at September 30, 2022 2,398,336 $ 8.79 5.32 $ 7,612 |
Summary of Nonvested Restricted Stock Unit Awards | The following table summarizes the activity related to RSUs for the nine months ended September 30, 2022: RSUs Outstanding Weighted-Average Unvested and outstanding at December 31, 2021 5,949,798 $ 46.54 Granted 10,355,782 $ 8.79 Vested (2,019,222) $ 39.01 Cancelled (2,086,309) $ 35.33 Unvested and outstanding at September 30, 2022 12,200,049 $ 17.66 Vested and outstanding at September 30, 2022 115,150 $ 28.28 |
Summary of Nonvested Shareholder Value Awards Activity | The following table summarizes the activity related to SVAs for the nine months ended September 30, 2022: SVAs Outstanding Weighted-Average Unvested and outstanding at December 31, 2021 315,559 $ 5.29 Vested (172,504) $ 4.79 Cancelled (51,781) $ 2.97 Unvested and outstanding at September 30, 2022 91,274 $ 7.55 Vested and outstanding at September 30, 2022 — $ — |
Summary of Total Stock-based Compensation Expense | Total stock-based compensation expense was as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2022 2021 2022 Research and development $ 22,382 $ 16,915 $ 49,520 $ 56,771 Selling, general and administrative 9,700 6,117 41,360 18,939 Total stock-based compensation expense $ 32,082 $ 23,032 $ 90,880 $ 75,710 |
Net Loss Per Share Attributab_2
Net Loss Per Share Attributable to Common Stockholders (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Summary of Calculation of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders | The following table presents the calculation of basic and diluted net loss per share attributable to common stockholders (in thousands, except share and per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2021 2022 2021 2022 Numerator: Net loss $ (115,490) $ (113,161) $ (617,179) $ (333,659) Less: Accretion of redeemable convertible preferred stock — — (4,135) — Net loss attributable to common stockholders, basic and diluted $ (115,490) $ (113,161) $ (621,314) $ (333,659) Denominator: Weighted-average shares used in computing net loss per share, basic and diluted 212,802,379 224,745,672 152,469,098 223,698,744 Net loss per share: Net loss per share attributable to common stockholders, basic and diluted $ (0.54) $ (0.50) $ (4.08) $ (1.49) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following potentially dilutive outstanding shares were excluded from the computation of diluted net loss per share for the periods presented because including them would have had an anti-dilutive effect, or because issuance of such shares is contingent upon the satisfaction of certain conditions which were not satisfied by the end of the period: As of September 30, 2021 2022 Options to purchase common stock 16,019,239 4,789,024 RSUs subject to future vesting 5,061,779 12,200,049 SVAs subject to future vesting 411,079 91,274 Early exercised options subject to future vesting 45,000 25,000 Common stock contingently issuable under ESPP — 27,989 Total 21,537,097 17,133,336 |
Description of Business and S_3
Description of Business and Summary of Significant Accounting Policies (Details) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2022 USD ($) option | Jan. 01, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Description Of Business And Summary Of Significant Accounting Policies Disclosure [Line Items] | |||
Number of options to extend the lease term | option | 1 | ||
Option to extend, lease term | 5 years | ||
Option to extend, lease term | 5 years | ||
Operating lease right-of-use assets | $ 46,370 | $ 32,900 | $ 0 |
Present value of minimum lease payments | 47,903 | 35,100 | |
Accumulated deficit | $ (1,471,319) | (1,137,851) | |
Cumulative Effect, Period of Adoption, Adjustment | |||
Description Of Business And Summary Of Significant Accounting Policies Disclosure [Line Items] | |||
Accumulated deficit | $ 200 | ||
Revision of Prior Period, Accounting Standards Update, Adjustment | |||
Description Of Business And Summary Of Significant Accounting Policies Disclosure [Line Items] | |||
Operating lease right-of-use assets | 2,500 | ||
Build-to-suit lease assets | 6,500 | ||
Build-to-suit lease liabilities | 4,400 | ||
Deferred rent credit | $ 2,500 |
Investments and Fair Value Me_3
Investments and Fair Value Measurements - Schedule of Investments on the Consolidated Balance Sheet (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Fair Value | $ 0 | ||
Cash And Cash Equivalents, And Debt Securities, Available For Sale [Abstract] | |||
Amortized Cost | $ 362,735 | ||
Gross Unrealized Gains | 3 | ||
Gross Unrealized Losses | (2,089) | ||
Fair Value | 360,649 | ||
Cash Equivalents | 871,360 | 1,337,586 | $ 1,412,128 |
Total short-term investments | 197,786 | $ 0 | |
U.S. government agency securities | |||
Cash And Cash Equivalents, And Debt Securities, Available For Sale [Abstract] | |||
Cash Equivalents | 80,317 | ||
Commercial paper | |||
Cash And Cash Equivalents, And Debt Securities, Available For Sale [Abstract] | |||
Cash Equivalents | 76,704 | ||
Corporate debt securities | |||
Cash And Cash Equivalents, And Debt Securities, Available For Sale [Abstract] | |||
Cash Equivalents | 5,842 | ||
Cash Equivalents | |||
Cash And Cash Equivalents, And Debt Securities, Available For Sale [Abstract] | |||
Cash Equivalents | 162,863 | ||
U.S. treasury securities | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Amortized Cost | 9,769 | ||
Gross Unrealized Gains | 0 | ||
Gross Unrealized Losses | (80) | ||
Fair Value | 9,689 | ||
Cash And Cash Equivalents, And Debt Securities, Available For Sale [Abstract] | |||
Cash Equivalents | 0 | ||
Total short-term investments | 9,689 | ||
U.S. government agency securities | |||
Cash And Cash Equivalents, And Debt Securities, Available For Sale [Abstract] | |||
Amortized Cost | 105,097 | ||
Gross Unrealized Gains | 3 | ||
Gross Unrealized Losses | (281) | ||
Fair Value | 104,819 | ||
Total short-term investments | 24,502 | ||
Commercial paper | |||
Cash And Cash Equivalents, And Debt Securities, Available For Sale [Abstract] | |||
Amortized Cost | 130,993 | ||
Gross Unrealized Gains | 0 | ||
Gross Unrealized Losses | (206) | ||
Fair Value | 130,787 | ||
Total short-term investments | 54,083 | ||
Corporate debt securities | |||
Cash And Cash Equivalents, And Debt Securities, Available For Sale [Abstract] | |||
Amortized Cost | 116,876 | ||
Gross Unrealized Gains | 0 | ||
Gross Unrealized Losses | (1,522) | ||
Fair Value | 115,354 | ||
Total short-term investments | $ 109,512 |
Investments and Fair Value Me_4
Investments and Fair Value Measurements - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Mar. 31, 2021 | Feb. 28, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Fair Value Measurements [Line Items] | ||||||||
Debt securities, available-for-sale | $ 0 | |||||||
Investments in an unrealized loss position | $ 320,300 | $ 320,300 | ||||||
Other than Temporary Impairment Losses, Investments | 0 | 0 | ||||||
Interest income | 5,500 | $ 500 | 7,900 | $ 1,100 | ||||
Proceeds from warrant exercises | 0 | 183,007 | ||||||
Change in fair value of warrants liability | $ 326,900 | $ 0 | $ 0 | $ 0 | $ 326,900 | |||
Warrants outstanding (in shares) | 0 | 0 | ||||||
Series E-2 Preferred Shares | Traton | ||||||||
Fair Value Measurements [Line Items] | ||||||||
Warrants to purchase preferred stock (in shares) | 4,331,644 | |||||||
Exercise price per share (in dollars per share) | $ 11.31 | |||||||
Proceeds from warrant exercises | $ 49,000 | |||||||
Series E Redeemable Convertible Preferred Stock | Navistar, Inc. | ||||||||
Fair Value Measurements [Line Items] | ||||||||
Warrants to purchase preferred stock (in shares) | 9,477,073 | 9,477,073 | ||||||
Exercise price per share (in dollars per share) | $ 14.14 | $ 14.14 | ||||||
Proceeds from warrant exercises | $ 134,000 |
Investments and Fair Value Me_5
Investments and Fair Value Measurements - Summary of Contractual Maturities, Available-for-Sale Debt Securities (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Amortized Cost | |
Due in one year or less | $ 255,526 |
Due in one year through five years | 107,209 |
Amortized Cost | 362,735 |
Fair Value | |
Due in one year or less | 255,007 |
Due in one year through five years | 105,642 |
Total | $ 360,649 |
Investments and Fair Value Me_6
Investments and Fair Value Measurements - Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Assets: | ||
Total short-term investments | $ 197,786 | $ 0 |
U.S. treasury securities | ||
Assets: | ||
Total short-term investments | 9,689 | |
Corporate debt securities | ||
Assets: | ||
Total short-term investments | 109,512 | |
Recurring Basis | ||
Assets: | ||
Total cash equivalents | 803,841 | |
Total short-term investments | 197,786 | |
Total | 1,001,627 | 1,077,550 |
Recurring Basis | Level 1 | ||
Assets: | ||
Total cash equivalents | 640,978 | |
Total short-term investments | 9,689 | |
Total | 650,667 | 1,077,550 |
Recurring Basis | Level 2 | ||
Assets: | ||
Total cash equivalents | 162,863 | |
Total short-term investments | 188,097 | |
Total | 350,960 | 0 |
Recurring Basis | Level 3 | ||
Assets: | ||
Total cash equivalents | 0 | |
Total short-term investments | 0 | |
Total | 0 | 0 |
Recurring Basis | U.S. treasury securities | ||
Assets: | ||
Total short-term investments | 9,689 | |
Recurring Basis | U.S. treasury securities | Level 1 | ||
Assets: | ||
Total short-term investments | 9,689 | |
Recurring Basis | U.S. treasury securities | Level 2 | ||
Assets: | ||
Total short-term investments | 0 | |
Recurring Basis | U.S. treasury securities | Level 3 | ||
Assets: | ||
Total short-term investments | 0 | |
Recurring Basis | U.S. government agency securities | ||
Assets: | ||
Total short-term investments | 24,502 | |
Recurring Basis | U.S. government agency securities | Level 1 | ||
Assets: | ||
Total short-term investments | 0 | |
Recurring Basis | U.S. government agency securities | Level 2 | ||
Assets: | ||
Total short-term investments | 24,502 | |
Recurring Basis | U.S. government agency securities | Level 3 | ||
Assets: | ||
Total short-term investments | 0 | |
Recurring Basis | Commercial paper | ||
Assets: | ||
Total short-term investments | 54,083 | |
Recurring Basis | Commercial paper | Level 1 | ||
Assets: | ||
Total short-term investments | 0 | |
Recurring Basis | Commercial paper | Level 2 | ||
Assets: | ||
Total short-term investments | 54,083 | |
Recurring Basis | Commercial paper | Level 3 | ||
Assets: | ||
Total short-term investments | 0 | |
Recurring Basis | Corporate debt securities | ||
Assets: | ||
Total short-term investments | 109,512 | |
Recurring Basis | Corporate debt securities | Level 1 | ||
Assets: | ||
Total short-term investments | 0 | |
Recurring Basis | Corporate debt securities | Level 2 | ||
Assets: | ||
Total short-term investments | 109,512 | |
Recurring Basis | Corporate debt securities | Level 3 | ||
Assets: | ||
Total short-term investments | 0 | |
Recurring Basis | Money market funds | ||
Assets: | ||
Total cash equivalents | 640,978 | 1,077,550 |
Recurring Basis | Money market funds | Level 1 | ||
Assets: | ||
Total cash equivalents | 640,978 | 1,077,550 |
Recurring Basis | Money market funds | Level 2 | ||
Assets: | ||
Total cash equivalents | 0 | 0 |
Recurring Basis | Money market funds | Level 3 | ||
Assets: | ||
Total cash equivalents | 0 | $ 0 |
Recurring Basis | U.S. government agency securities | ||
Assets: | ||
Total cash equivalents | 80,317 | |
Recurring Basis | U.S. government agency securities | Level 1 | ||
Assets: | ||
Total cash equivalents | 0 | |
Recurring Basis | U.S. government agency securities | Level 2 | ||
Assets: | ||
Total cash equivalents | 80,317 | |
Recurring Basis | U.S. government agency securities | Level 3 | ||
Assets: | ||
Total cash equivalents | 0 | |
Recurring Basis | Commercial paper | ||
Assets: | ||
Total cash equivalents | 76,704 | |
Recurring Basis | Commercial paper | Level 1 | ||
Assets: | ||
Total cash equivalents | 0 | |
Recurring Basis | Commercial paper | Level 2 | ||
Assets: | ||
Total cash equivalents | 76,704 | |
Recurring Basis | Commercial paper | Level 3 | ||
Assets: | ||
Total cash equivalents | 0 | |
Recurring Basis | Corporate debt securities | ||
Assets: | ||
Total cash equivalents | 5,842 | |
Recurring Basis | Corporate debt securities | Level 1 | ||
Assets: | ||
Total cash equivalents | 0 | |
Recurring Basis | Corporate debt securities | Level 2 | ||
Assets: | ||
Total cash equivalents | 5,842 | |
Recurring Basis | Corporate debt securities | Level 3 | ||
Assets: | ||
Total cash equivalents | $ 0 |
Investments and Fair Value Me_7
Investments and Fair Value Measurements - Schedule of Fair Value Assumptions (Details) | Mar. 19, 2021 $ / shares | Feb. 26, 2021 $ / shares |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Fair value of underlying securities (in dollars per share) | $ 40 | $ 40 |
Expected volatility | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Measurement input | 0.6085 | 0.6295 |
Expected term (in years) | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Expected term (in years) | 9 months 14 days | 1 year 9 months 3 days |
Risk-free interest rate | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Measurement input | 0.0008 | 0.0014 |
Balance Sheet Components - Sche
Balance Sheet Components - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 66,484 | $ 60,469 |
Accumulated depreciation and amortization | (28,258) | (24,416) |
Property and equipment, net | 38,226 | 36,053 |
Electronic equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 14,690 | 12,761 |
Office and other equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 15,195 | 9,423 |
Leasehold improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 13,058 | 11,984 |
Buildings | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 1,841 | 0 |
Construction in progress | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 2,788 | 5,258 |
Vehicles | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 18,912 | $ 21,043 |
Balance Sheet Components - Addi
Balance Sheet Components - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Property Plant And Equipment [Line Items] | |||||
Depreciation | $ 2,800 | $ 2,300 | $ 8,300 | $ 6,700 | |
Property and equipment, net | 38,226 | 38,226 | $ 36,053 | ||
Accumulated amortization | 28,258 | 28,258 | 24,416 | ||
Property and equipment, net | 6,544 | 6,544 | |||
Accumulated depreciation | 1,123 | 1,123 | |||
Lease obligations, not yet commenced | $ 700 | $ 700 | |||
Minimum | |||||
Property Plant And Equipment [Line Items] | |||||
Lease term, not yet commenced | 4 years | 4 years | |||
Maximum | |||||
Property Plant And Equipment [Line Items] | |||||
Lease term, not yet commenced | 5 years | 5 years | |||
Financed Under Capital Leases | |||||
Property Plant And Equipment [Line Items] | |||||
Property and equipment, net | 3,300 | ||||
Accumulated amortization | $ 2,500 |
Balance Sheet Components - Sc_2
Balance Sheet Components - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Balance Sheet Related Disclosures [Abstract] | ||
Accrued payroll | $ 27,036 | $ 33,225 |
Accrued information technology services | 3,438 | 1,625 |
Accrued professional fees | 1,769 | 1,938 |
Finance lease liabilities, current | 1,258 | 0 |
Other | 6,911 | 4,910 |
Accrued expenses and other current liabilities | $ 40,412 | $ 41,698 |
Balance Sheet Components - Summ
Balance Sheet Components - Summary of Balances for Operating and Finance Leases (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Jan. 01, 2022 | Dec. 31, 2021 |
Operating leases: | |||
Operating lease right-of-use assets | $ 46,370 | $ 32,900 | $ 0 |
Operating lease liabilities, current | 5,983 | 0 | |
Operating lease liabilities, noncurrent | 41,920 | 0 | |
Total operating lease liabilities | 47,903 | $ 35,100 | |
Finance leases: | |||
Property and equipment, at cost | 7,667 | ||
Accumulated depreciation | (1,123) | ||
Property and equipment, net | 6,544 | ||
Capital lease liabilities, current | 1,258 | $ 0 | |
Capital lease liabilities, noncurrent | 5,661 | ||
Total finance lease obligations | $ 6,919 |
Balance Sheet Components - Sc_3
Balance Sheet Components - Schedule of Lease Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | |
Operating lease expense: | |||
Operating lease expense | $ 2,105 | $ 6,395 | |
Finance lease expense: | |||
Amortization of leased assets | 384 | 1,111 | |
Total finance lease expense | 139 | 438 | |
Total finance lease expense | 523 | 1,549 | |
Total lease expense | $ 2,628 | $ 7,944 | |
Weighted-average remaining lease term: | |||
Operating leases | 8 years 7 months 6 days | 8 years 7 months 6 days | |
Finance leases | 5 years 7 months 6 days | 5 years 7 months 6 days | |
Weighted-average discount rate: | |||
Operating leases | 4.40% | 4.40% | |
Finance leases | 9.10% | 9.10% | |
Cash paid for amounts included in the measurement of lease liabilities: | |||
Operating cash flows from operating leases | $ 5,369 | ||
Operating cash flows from finance leases (interest payments) | 326 | ||
Financing cash flows from finance leases | 929 | $ 0 | |
Right-of-use assets obtained in exchange for lease obligations: | |||
Operating lease liabilities | 48,404 | ||
Finance lease liabilities | $ 7,772 |
Balance Sheet Components - Su_2
Balance Sheet Components - Summary of Operating and Finance Leases (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Jan. 01, 2022 | Dec. 31, 2021 |
Operating Leases | |||
Remainder of 2022 | $ 1,432 | ||
2023 | 7,993 | ||
2024 | 7,592 | ||
2025 | 7,452 | ||
2026 | 7,658 | ||
Thereafter | 28,106 | ||
Total minimum lease payments | 60,233 | ||
Less: lease incentive receivable | (1,488) | ||
Less: imputed interest | (10,842) | ||
Total operating lease liabilities | 47,903 | $ 35,100 | |
Less: current portion | (5,983) | $ 0 | |
Lease obligations, noncurrent | 41,920 | 0 | |
Finance Leases | |||
Remainder of 2022 | 453 | ||
2023 | 1,664 | ||
2024 | 1,669 | ||
2025 | 2,468 | ||
2026 | 421 | ||
Thereafter | 1,911 | ||
Total minimum lease payments | 8,586 | ||
Less: lease incentive receivable | 0 | ||
Less: imputed interest | (1,667) | ||
Total finance lease obligations | 6,919 | ||
Less: current portion | (1,258) | $ 0 | |
Lease obligations, noncurrent | $ 5,661 |
Balance Sheet Components - Sc_4
Balance Sheet Components - Schedule of Operating and Capital Leases Prior to Adoption of ASC 842 (Details) $ in Thousands | Dec. 31, 2021 USD ($) |
Operating Leases | |
2022 | $ 7,660 |
2023 | 7,891 |
2024 | 5,126 |
2025 | 3,435 |
2026 | 3,049 |
Thereafter | 22,524 |
Total minimum lease payments | 49,685 |
Capital Leases | |
2022 | 1,253 |
2023 | 978 |
2024 | 963 |
2025 | 1,761 |
2026 | 0 |
Thereafter | 0 |
Total minimum lease payments | 4,955 |
Amount representing interest | (1,317) |
Present value of minimum lease payments | $ 3,638 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 shares | Mar. 31, 2021 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) compensation_plan $ / shares shares | Sep. 30, 2021 USD ($) | Dec. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Number of equity compensation plans maintained by the company | compensation_plan | 3 | ||||
Shares purchased under ESPP (in shares) | shares | 249,831 | ||||
ESPP weighted-average price per share (in dollars per share) | $ / shares | $ 9.15 | ||||
Proceeds from the issuance of common stock under the Employee Stock Purchase Plan | $ | $ 2,286 | $ 0 | |||
Stock Options | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Unrecognized share-based compensation expense | $ | $ 14,300 | ||||
Unrecognized share-based compensation expense, weighted-average service period | 2 years 6 months | ||||
Stock options contractual life | 5 years 3 months 7 days | 9 years 14 days | |||
CEO Performance Award | CEO | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Stock options granted (in shares) | shares | 1,150,000 | ||||
Stock options exercise price (in dollars per share) | $ / shares | $ 14.14 | ||||
Stock options contractual life | 10 years | ||||
CEO Performance Award | Former Chief Executive Officer | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Reversed stock-based compensation expense | $ | $ 7,100 | ||||
Modified stock options (in shares) | shares | 1,850,000 | ||||
Shares vested as of the modification date (in shares) | shares | 440,000 | ||||
Outstanding and unvested RSUs (in shares) | shares | 175,000 | ||||
Incremental stock compensation expense | $ | $ 13,900 | ||||
RSUs and SVAs | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Unrecognized share-based compensation expense, weighted-average service period | 2 years 7 months 9 days | ||||
Unrecognized share-based compensation expense | $ | $ 191,700 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activity (Details) - Stock Options $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | |
Options Outstanding | ||
Outstanding, beginning of period (in shares) | shares | 7,684,778 | |
Exercised (in shares) | shares | (921,742) | |
Cancelled/Forfeited (in shares) | shares | (1,974,012) | |
Outstanding, end of period (in shares) | shares | 4,789,024 | 7,684,778 |
Vested and exercisable (in shares) | shares | 2,398,336 | |
Weighted- Average Exercise Price | ||
Outstanding, beginning of period (in dollars per share) | $ / shares | $ 12.91 | |
Exercised (in shares) | $ / shares | 1.88 | |
Cancelled/Forfeited (in dollars per share) | $ / shares | 17.68 | |
Outstanding, end of period (in dollars per share) | $ / shares | 13.25 | $ 12.91 |
Vested and exercisable (in dollars per share) | $ / shares | $ 8.79 | |
Weighted-Average Remaining Life (Years) | ||
Outstanding | 5 years 3 months 7 days | 9 years 14 days |
Vested and exercisable | 5 years 3 months 25 days | |
Aggregate Intrinsic Value | ||
Outstanding | $ | $ 12,004 | $ 188,722 |
Vested and exercisable | $ | $ 7,612 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Nonvested Restricted Stock Unit Awards (Details) - Restricted Stock Units (RSUs) | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
RSUs Outstanding | |
Unvested and Outstanding, Beginning Balance (in shares) | shares | 5,949,798 |
Granted (in shares) | shares | 10,355,782 |
Vested (in shares) | shares | (2,019,222) |
Cancelled (in shares) | shares | (2,086,309) |
Unvested and Outstanding, Ending Balance (in shares) | shares | 12,200,049 |
Vested and Outstanding (in shares) | shares | 115,150 |
Weighted-Average Grant Date Fair Value per Share | |
Unvested and Outstanding, Beginning Balance (in dollars per share) | $ / shares | $ 46.54 |
Granted (in dollars per share) | $ / shares | 8.79 |
Vested (in dollars per share) | $ / shares | 39.01 |
Cancelled (in dollars per share) | $ / shares | 35.33 |
Unvested and Outstanding, Ending Balance (in dollars per share) | $ / shares | 17.66 |
Vested and Outstanding (in dollars per share) | $ / shares | $ 28.28 |
Stock-Based Compensation - Su_3
Stock-Based Compensation - Summary of Nonvested Shareholder Value Awards Activity (Details) - Shareholder Value Awards (SVAs) | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
SVAs Outstanding | |
Unvested and Outstanding, Beginning Balance (in shares) | shares | 315,559 |
Vested (in shares) | shares | (172,504) |
Cancelled (in shares) | shares | (51,781) |
Unvested and Outstanding, Ending Balance (in shares) | shares | 91,274 |
Vested and Outstanding (in shares) | shares | 0 |
Weighted-Average Grant Date Fair Value per Share | |
Unvested and Outstanding, Beginning Balance (in dollars per share) | $ / shares | $ 5.29 |
Vested (in dollars per share) | $ / shares | 4.79 |
Cancelled (in dollars per share) | $ / shares | 2.97 |
Unvested and Outstanding, Ending Balance (in dollars per share) | $ / shares | 7.55 |
Vested and Outstanding (in dollars per share) | $ / shares | $ 0 |
Stock-Based Compensation - Su_4
Stock-Based Compensation - Summary of Total Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | $ 23,032 | $ 32,082 | $ 75,710 | $ 90,880 |
Research and development | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | 16,915 | 22,382 | 56,771 | 49,520 |
Selling, general and administrative | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | $ 6,117 | $ 9,700 | $ 18,939 | $ 41,360 |
Income Taxes (Details)
Income Taxes (Details) | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Effective tax rate | 0% |
Net Loss Per Share Attributab_3
Net Loss Per Share Attributable to Common Stockholders - Summary of Calculation of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Numerator: | ||||||||
Net loss | $ (113,161) | $ (108,595) | $ (111,903) | $ (115,490) | $ (116,529) | $ (385,160) | $ (333,659) | $ (617,179) |
Less: Accretion of redeemable convertible preferred stock | 0 | 0 | 0 | (4,135) | ||||
Net loss attributable to common stockholders, basic | (113,161) | (115,490) | (333,659) | (621,314) | ||||
Net loss attributable to common stockholders, diluted | $ (113,161) | $ (115,490) | $ (333,659) | $ (621,314) | ||||
Denominator: | ||||||||
Weighted-average shares used in computing net loss per share, basic (In shares) | 224,745,672 | 212,802,379 | 223,698,744 | 152,469,098 | ||||
Weighted-average shares used in computing net loss per share, diluted (in shares) | 224,745,672 | 212,802,379 | 223,698,744 | 152,469,098 | ||||
Net loss per share: | ||||||||
Net loss per share attributable to common stockholders, basic (in dollars per share) | $ (0.50) | $ (0.54) | $ (1.49) | $ (4.08) | ||||
Net loss per share attributable to common stockholders, diluted (in dollars per share) | $ (0.50) | $ (0.54) | $ (1.49) | $ (4.08) |
Net Loss Per Share Attributab_4
Net Loss Per Share Attributable to Common Stockholders - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 17,133,336 | 21,537,097 |
Options to purchase common stock | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 4,789,024 | 16,019,239 |
RSUs subject to future vesting | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 12,200,049 | 5,061,779 |
SVAs subject to future vesting | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 91,274 | 411,079 |
Early exercised options subject to future vesting | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 25,000 | 45,000 |
Common stock contingently issuable under ESPP | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 27,989 | 0 |
Related Party Transactions (Det
Related Party Transactions (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Chairman | Hydron Inc. | |
Related Party Transaction [Line Items] | |
Ownership percentage | 10% |
Hydron Inc. | |
Related Party Transaction [Line Items] | |
Related party transaction, amounts of transaction | $ 300 |
Subsequent Events (Details)
Subsequent Events (Details) $ in Millions | 9 Months Ended | |||
May 16, 2023 USD ($) employee | Dec. 15, 2022 employee | Dec. 14, 2022 shares | Sep. 30, 2022 shares | |
Restricted Stock Units (RSUs) | ||||
Subsequent Event [Line Items] | ||||
Granted (in shares) | shares | 10,355,782 | |||
Subsequent Event | December 2022 and May 2023 Restructuring Plans | ||||
Subsequent Event [Line Items] | ||||
Number of employees | employee | 750 | |||
Subsequent Event | December 2022 and May 2023 Restructuring Plans | Minimum | ||||
Subsequent Event [Line Items] | ||||
Restructuring and related cost, expected cost | $ | $ 33 | |||
Subsequent Event | December 2022 and May 2023 Restructuring Plans | Maximum | ||||
Subsequent Event [Line Items] | ||||
Restructuring and related cost, expected cost | $ | $ 35 | |||
Subsequent Event | December 2022 and May 2023 Restructuring Plans | UNITED STATES | ||||
Subsequent Event [Line Items] | ||||
Number of employees | employee | 250 | |||
Subsequent Event | December 2022 Restructuring | ||||
Subsequent Event [Line Items] | ||||
Number of positions eliminated | employee | 350 | |||
Subsequent Event | May 2023 Restructuring | ||||
Subsequent Event [Line Items] | ||||
Number of positions eliminated | employee | 300 | |||
Subsequent Event | CEO | ||||
Subsequent Event [Line Items] | ||||
Cancelled/Forfeited (in shares) | shares | 1,850,000 | |||
Subsequent Event | CEO | Restricted Stock Units (RSUs) | Share-Based Payment Arrangement, Tranche One | ||||
Subsequent Event [Line Items] | ||||
Granted (in shares) | shares | 3,425,000 | |||
Vesting period | 4 years | |||
Subsequent Event | CEO | Restricted Stock Units (RSUs) | Share-Based Payment Arrangement, Tranche Two | ||||
Subsequent Event [Line Items] | ||||
Granted (in shares) | shares | 3,425,000 | |||
Vesting period | 4 years |