Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2023 | Oct. 31, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2023 | |
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 150 | |
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 $0.0001 per share | |
Trading Symbol | TSP | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Entity Central Index Key | 0001823593 | |
Current Fiscal Year End Date | --12-31 | |
Common Class A | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 205,890,683 | |
Common Class B | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 24,000,000 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 249,211 | $ 615,386 |
Short-term investments | 525,960 | 377,312 |
Accounts receivable, net | 0 | 1,377 |
Prepaid expenses and other current assets | 17,993 | 13,477 |
Total current assets | 793,164 | 1,007,552 |
Property and equipment, net | 11,871 | 17,083 |
Operating lease right-of-use assets | 39,003 | 44,952 |
Other assets | 4,449 | 4,692 |
Total assets | 848,487 | 1,074,279 |
Current liabilities: | ||
Accounts payable | 3,745 | 9,855 |
Amounts due to joint development partners | 3,176 | 5,753 |
Accrued expenses and other current liabilities | 22,734 | 48,260 |
Short-term debt | 1,423 | 1,645 |
Operating lease liabilities, current | 6,129 | 6,007 |
Total current liabilities | 37,207 | 71,520 |
Operating lease liabilities, noncurrent | 37,078 | 42,169 |
Long-term debt | 2,820 | 3,668 |
Other liabilities | 12 | 2,441 |
Total liabilities | 77,117 | 119,798 |
Commitments and contingencies (Note 4) | ||
Stockholders' equity: | ||
Preferred stock, $0.0001 par value; 100,000,000 shares authorized as of December 31, 2022 and September 30, 2023; zero shares issued and outstanding as of December 31, 2022 and September 30, 2023, respectively | 0 | 0 |
Common stock, $0.0001 par value; 4,876,000,000 Class A shares authorized as of December 31, 2022 and September 30, 2023; 201,707,557 and 204,336,269 Class A shares issued and outstanding as of December 31, 2022 and September 30, 2023, respectively; 24,000,000 Class B shares authorized, issued, and outstanding as of December 31, 2022 and September 30, 2023 | 22 | 22 |
Additional paid-in-capital | 2,606,204 | 2,567,723 |
Accumulated other comprehensive loss | (4,464) | (3,559) |
Accumulated deficit | (1,830,392) | (1,609,705) |
Total stockholders’ equity | 771,370 | 954,481 |
Total liabilities and stockholders’ equity | $ 848,487 | $ 1,074,279 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
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 (in shares) | 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) | 205,577,178 | 201,707,557 |
Common stock, shares outstanding (in shares) | 205,577,178 | 201,707,557 |
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, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement [Abstract] | ||||
Revenue | $ 0 | $ 2,653 | $ 307 | $ 7,511 |
Cost of revenue | 0 | 5,436 | 754 | 15,292 |
Gross loss | 0 | (2,783) | (447) | (7,781) |
Operating expenses: | ||||
Research and development | 44,322 | 84,931 | 164,430 | 248,608 |
Selling, general and administrative | 26,335 | 31,119 | 83,757 | 85,351 |
Total operating expenses | 70,657 | 116,050 | 248,187 | 333,959 |
Loss from operations | (70,657) | (118,833) | (248,634) | (341,740) |
Interest income | 9,298 | 5,545 | 28,922 | 7,912 |
Other income (expense), net | (77) | 127 | (975) | 169 |
Loss before provision for income taxes | (61,436) | (113,161) | (220,687) | (333,659) |
Provision for income taxes | 0 | 0 | 0 | 0 |
Net loss | $ (61,436) | $ (113,161) | $ (220,687) | $ (333,659) |
Net loss per share attributable to common stockholders, basic (in dollars per share) | $ (0.27) | $ (0.50) | $ (0.97) | $ (1.49) |
Net loss per share attributable to common stockholders, diluted (in dollars per share) | $ (0.27) | $ (0.50) | $ (0.97) | $ (1.49) |
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic (in shares) | 229,537,972 | 224,745,672 | 227,989,087 | 223,698,744 |
Weighted-average shares used in computing net loss per share attributable to common stockholders, diluted (in shares) | 229,537,972 | 224,745,672 | 227,989,087 | 223,698,744 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (61,436) | $ (113,161) | $ (220,687) | $ (333,659) |
Other comprehensive income (loss), net of tax: | ||||
Unrealized gain (loss) on available-for-sale securities | 512 | (2,086) | (1,422) | (2,086) |
Foreign currency translation adjustment | 1,462 | (1,281) | 517 | (2,427) |
Comprehensive loss | $ (59,462) | $ (116,528) | $ (221,592) | $ (338,172) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjustment | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Accumulated Deficit Cumulative Effect, Period of Adoption, Adjustment |
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 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] | |||||||
Unrealized gain (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 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 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 gain (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) | ||
Beginning balance (in shares) at Dec. 31, 2022 | 225,707,557 | ||||||
Beginning balance at Dec. 31, 2022 | 954,481 | $ 22 | 2,567,723 | (3,559) | (1,609,705) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issuance of common stock from exercise of options (in shares) | 22,230 | ||||||
Issuance of common stock release of RSU and SVAs (in shares) | 654,949 | ||||||
Stock-based compensation | 16,805 | 16,805 | |||||
Unrealized gain (loss) on available-for-sale debt securities, net | 403 | 403 | |||||
Foreign currency translation adjustment | 919 | 919 | |||||
Net loss | (81,212) | (81,212) | |||||
Ending balance (in shares) at Mar. 31, 2023 | 226,384,736 | ||||||
Ending balance at Mar. 31, 2023 | 891,396 | $ 22 | 2,584,528 | (2,237) | (1,690,917) | ||
Beginning balance (in shares) at Dec. 31, 2022 | 225,707,557 | ||||||
Beginning balance at Dec. 31, 2022 | 954,481 | $ 22 | 2,567,723 | (3,559) | (1,609,705) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Unrealized gain (loss) on available-for-sale debt securities, net | (1,422) | ||||||
Foreign currency translation adjustment | 517 | ||||||
Net loss | (220,687) | ||||||
Ending balance (in shares) at Sep. 30, 2023 | 229,577,178 | ||||||
Ending balance at Sep. 30, 2023 | 771,370 | $ 22 | 2,606,204 | (4,464) | (1,830,392) | ||
Beginning balance (in shares) at Mar. 31, 2023 | 226,384,736 | ||||||
Beginning balance at Mar. 31, 2023 | 891,396 | $ 22 | 2,584,528 | (2,237) | (1,690,917) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issuance of common stock from exercise of options (in shares) | 31,626 | ||||||
Issuance of common stock from exercise of options | 30 | 30 | |||||
Issuance of common stock release of RSU and SVAs (in shares) | 1,744,091 | ||||||
Compensatory stock issuances (in shares) | 175,816 | ||||||
Stock-based compensation | 10,959 | 10,959 | |||||
Unrealized gain (loss) on available-for-sale debt securities, net | (2,337) | (2,337) | |||||
Foreign currency translation adjustment | (1,864) | (1,864) | |||||
Net loss | (78,039) | (78,039) | |||||
Ending balance (in shares) at Jun. 30, 2023 | 228,336,269 | ||||||
Ending balance at Jun. 30, 2023 | 820,145 | $ 22 | 2,595,517 | (6,438) | (1,768,956) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issuance of common stock from exercise of options (in shares) | 2,535 | ||||||
Issuance of common stock from exercise of options | 3 | 3 | |||||
Issuance of common stock release of RSU and SVAs (in shares) | 1,263,374 | ||||||
Repurchase of common stock (in shares) | (25,000) | ||||||
Repurchase of common stock | (67) | (67) | |||||
Stock-based compensation | 10,751 | 10,751 | |||||
Unrealized gain (loss) on available-for-sale debt securities, net | 512 | 512 | |||||
Foreign currency translation adjustment | 1,462 | 1,462 | |||||
Net loss | (61,436) | (61,436) | |||||
Ending balance (in shares) at Sep. 30, 2023 | 229,577,178 | ||||||
Ending balance at Sep. 30, 2023 | $ 771,370 | $ 22 | $ 2,606,204 | $ (4,464) | $ (1,830,392) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (220,687) | $ (333,659) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation | 38,515 | 75,710 |
Depreciation and amortization | 5,129 | 8,335 |
Noncash operating lease expense | 4,031 | 3,931 |
Accretion of discount on short-term investments, net | (6,828) | (383) |
Impairment of long-lived assets | 3,200 | 0 |
Other adjustments | (973) | 122 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 1,296 | (1,545) |
Prepaid expenses and other current assets | (1,678) | (3,738) |
Other assets | 199 | 2,279 |
Accounts payable | (5,873) | 3,136 |
Amounts due to joint development partners | (2,577) | (2,603) |
Accrued expenses and other current liabilities | (27,059) | (3,632) |
Operating lease liabilities | (4,626) | (3,927) |
Other liabilities | 0 | (17) |
Net cash used in operating activities | (217,931) | (255,991) |
Cash flows from investing activities: | ||
Purchases of short-term investments | (300,590) | (200,162) |
Proceeds from maturities of short-term investments | 155,756 | 0 |
Purchases of property and equipment and other assets | (2,902) | (9,809) |
Proceeds from disposal of property and equipment | 38 | 27 |
Purchases of intangible assets | 0 | (196) |
Net cash used in investing activities | (147,698) | (210,140) |
Cash flows from financing activities: | ||
Proceeds from the issuance of common stock under the Employee Stock Purchase Plan | 0 | 2,286 |
Proceeds from exercised stock options | 33 | 1,710 |
Principal payments on finance lease obligations | (277) | (929) |
Principal payments on loans | (1,215) | (1,126) |
Stock repurchase | (67) | 0 |
Net cash provided by (used in) financing activities | (1,526) | 1,941 |
Effect of exchange rate changes on cash, cash equivalents, and restricted cash | 567 | (1,931) |
Net decrease in cash, cash equivalents, and restricted cash | (366,588) | (466,121) |
Cash, cash equivalents, and restricted cash - beginning of period | 617,465 | 1,339,092 |
Cash, cash equivalents, and restricted cash - end of period | 250,877 | 872,971 |
Reconciliation of cash, cash equivalents, and restricted cash to the condensed consolidated balance sheets: | ||
Cash and cash equivalents | 249,211 | 871,360 |
Restricted cash included in prepaid expenses and other current assets | 1,666 | 1,611 |
Total cash, cash equivalents, and restricted cash | 250,877 | 872,971 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 332 | 681 |
Supplemental schedule of non-cash investing and financing activities: | ||
Acquisitions of property and equipment included in liabilities | 254 | 3,783 |
Sale of assets within prepayments and other current assets | 2,068 | 0 |
Right-of-use assets obtained in exchange for operating lease obligations | 35 | 48,404 |
Right-of-use assets obtained in exchange for finance lease obligations | 0 | 7,772 |
Vesting of early exercised stock options | $ 0 | $ 63 |
Description of Business and Sum
Description of Business and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2023 | |
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-Pacific region ("APAC"). Founded in 2015, TuSimple is working to revolutionize the global truck freight market by developing proprietary technologies that enable the scaled development and deployment of autonomous freight transportation. 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, 2022 , included in the Company's Annual Report on Form 10-K. The condensed consolidated balance sheet as of December 31, 2022 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, 2022 that have had a material impact on the Company’s Financial Statements. |
Investments and Fair Value Meas
Investments and Fair Value Measurements | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Investments and Fair Value Measurements | Investments and Fair Value Measurements Investments Investments on the condensed consolidated balance sheets consisted of the following (in thousands): September 30, 2023 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Allowance for Credit Losses Fair Value Cash Equivalents Short-term Investments Available-for-sale debt securities: U.S. treasury securities $ 74,782 $ — $ (615) $ — $ 74,167 $ — $ 74,167 U.S. government agency securities 227,489 — (1,445) — 226,044 — 226,044 Commercial paper 18,235 — (19) — 18,216 — 18,216 Corporate debt securities 209,174 10 (1,651) — 207,533 — 207,533 Total $ 529,680 $ 10 $ (3,730) $ — $ 525,960 $ — $ 525,960 December 31, 2022 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Allowance for Credit Losses Fair Value Cash and Cash Equivalents Short-term Investments Available-for-sale debt securities: U.S. treasury securities $ 9,843 $ — $ (86) $ — $ 9,757 $ — $ 9,757 U.S. government agency securities 97,139 34 (521) — 96,652 — 96,652 Commercial paper 138,973 10 (207) — 138,776 25,390 113,386 Corporate debt securities 159,045 55 (1,583) — 157,517 — 157,517 Total $ 405,000 $ 99 $ (2,397) $ — $ 402,702 $ 25,390 $ 377,312 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, 2023 Amortized Cost Fair Value Due in one year or less $ 324,733 $ 322,462 Due in one year through five years 204,947 203,498 Total $ 529,680 $ 525,960 The Company purchases investment grade marketable debt securities rated by nationally recognized statistical credit rating organizations in accordance with its investment policy, which is designed to minimize the Company's exposure to credit losses. The Company regularly reviews its investment portfolios to determine if any investment is impaired due to changes in credit risk or other potential valuation concerns. As of September 30, 2023, investments in an unrealized loss position for which an allowance for credit losses has not been recognized had an aggregate fair value of $520.1 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 until the recovery of their amortized cost basis or maturity and further believes that it is not more-likely-than-not that it will be required to sell these investments. The unrealized losses were primarily related to changes in interest rates, market spreads, and market conditions subsequent to purchase. The Company believes none of these debt securities were impaired due to credit risk or other valuation concerns, and, therefore, did not record a credit loss or an allowance for credit losses. Interest income from cash and cash equivalents and short-term investments was $5.5 million and $7.9 million for the three and nine months ended September 30, 2022, respectively, and $9.3 million and $28.9 million for the three and nine months ended September 30, 2023, 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): September 30, 2023 Total Level 1 Level 2 Level 3 Assets: Cash equivalents: Money market funds $ 205,642 $ 205,642 $ — $ — Total cash equivalents $ 205,642 $ 205,642 $ — $ — Short-term investments: U.S. treasury securities $ 74,167 $ 74,167 $ — $ — U.S. government agency securities 226,044 — 226,044 — Commercial paper 18,216 — 18,216 — Corporate debt securities 207,533 — 207,533 — Total short-term investments $ 525,960 $ 74,167 $ 451,793 $ — Total $ 731,602 $ 279,809 $ 451,793 $ — December 31, 2022 Total Level 1 Level 2 Level 3 Assets: Cash equivalents: Money market funds $ 530,674 $ 530,674 $ — $ — Commercial paper 25,390 — 25,390 — Total cash equivalents $ 556,064 $ 530,674 $ 25,390 $ — Short-term investments: U.S. treasury securities $ 9,757 $ 9,757 $ — $ — U.S. government agency securities 96,652 — 96,652 — Commercial paper 113,386 — 113,386 — Corporate debt securities 157,517 — 157,517 — Total short-term investments $ 377,312 $ 9,757 $ 367,555 $ — Total $ 933,376 $ 540,431 $ 392,945 $ — |
Balance Sheet Components
Balance Sheet Components | 9 Months Ended |
Sep. 30, 2023 | |
Balance Sheet Related Disclosures [Abstract] | |
Balance Sheet Components | Balance Sheet Components Property and Equipment, Net Property and equipment, net as of December 31, 2022 and September 30, 2023, was as follows (in thousands): December 31, 2022 September 30, 2023 Electronic equipment $ 4,385 $ 4,622 Office and other equipment 8,697 8,021 Vehicles 4,046 1,733 Leasehold improvements 12,267 12,793 Buildings 1,841 — Construction in progress 358 457 Property and equipment, gross 31,594 27,626 Accumulated depreciation and amortization (14,511) (15,755) Property and equipment, net $ 17,083 $ 11,871 Depreciation and amortization expense was $2.8 million and $8.3 million for the three and nine months ended September 30, 2022, respectively, and $1.7 million and $5.1 million for the three and nine months ended September 30, 2023, respectively. As of December 31, 2022, property and equipment financed under finance leases was $1.6 million, net of accumulated amortization of $0.9 million. As of September 30, 2023, the Company no longer has any finance lease assets. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities as of December 31, 2022 and September 30, 2023 were as follows (in thousands): December 31, 2022 September 30, 2023 Accrued payroll $ 35,563 $ 16,482 Accrued information technology services 250 1,824 Accrued professional fees 4,798 2,953 Other 7,649 1,475 Accrued expenses and other current liabilities $ 48,260 $ 22,734 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Indemnification Obligations The Company has entered into indemnification agreements with its officers, directors, and certain current and former employees, and its certificate of incorporation and bylaws contain certain indemnification obligations. It is not possible to make a reasonable estimate of the maximum potential amount under these indemnification agreements due to the unique facts and circumstances involved in each particular agreement. Additionally, the Company has a limited history of prior indemnification claims, and the payments it has made under such agreements have not had a material adverse effect on its results of operations, cash flows, or financial position. However, to the extent that valid indemnification claims arise in the future, future payments by the Company could be significant and could have a material adverse effect on its results of operations or cash flows in a particular period. 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. The August 2022 Action is captioned: 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. 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 and 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 November 2022 Action was originally captioned: Woldanski v. TuSimple Holdings, Inc., et al. , 1:22-cv-09625-AKH (S.D.N.Y.). 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 its sharing of confidential information and proprietary technology with Hydron without approval from the 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.). On May 3, 2023, the Company made a motion to consolidate the August 2022 Action and November 2022 Action. The Court granted this motion and consolidated the August 2022 Action and November 2022 Action on July 20, 2023. On October 2, 2023, the plaintiffs filed a consolidated and amended complaint (the "Consolidated and Amended Complaint"). The Consolidated and Amended Complaint was filed against the Company and certain of its current and former directors and officers (Guowei "Charles" Chao, Xiaodi Hou, Mo Chen, Bonnie Yi Zhang, Cheng Lu, Patrick Dillon, Brad Buss, and Karen C. Francis) and the underwriters who underwrote its IPO, containing similar claims as asserted in the complaints filed in Dicker v. TuSimple Holdings, Inc. et al., 3:22-cv-01300-JES-MSB (S. D. Cal.) and Woldanski v. TuSimple Holdings, Inc., et al. , 3:23-cv-00282-JES-MSB (S. D. Cal.). The Consolidated and Amended Complaint alleges, among other things, that the Company and certain of its current and former directors and officers violated Sections 11, 12, and 15 of the Securities Act, Sections 10(b) and 20(a) of the Exchange Act, and Rule 10b-5, 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, the Company’s sharing of confidential information and proprietary technology with Hydron without approval from the Company’s board of directors, the Company's safety profile, and certain of the Company's risk factors. 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. 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. A consolidated complaint was filed on July 24, 2023 against Xiaodi Hou, Mo Chen, Brad Buss, Karen C. Francis, Reed Werner, and Hydron Inc., and TuSimple as nominal defendant, containing substantially the same claims as asserted in the complaint filed in Nusbaum v. Hou et al., 2022-1095-NAC (Del. Ch.). On August 17, 2023, the Delaware Court of Chancery entered an order staying the consolidated action through February 9, 2024 pending an investigation by a special litigation committee ("SLC") formed by the Company’s Board of Directors to assess and determine whether the pursuit of derivative claims asserted in the consolidated action would be in the Company’s best interests. The Board previously delegated to the SLC its authority to take all actions advisable, appropriate, and in the best interests of the Company and its shareholders with respect to the pending shareholder derivative litigation. 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 and the Government Security Committee of the Board of Directors, the Board, and the Company are committed to cooperating fully as discussions with CFIUS continue. The Company is unable to estimate the potential loss or range of loss, if any, associated with this, or any similar, investigation, which could be material. 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 and, with respect to certain individuals, subpoenas for testimony. 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. The Company is unable to estimate the potential loss or range of loss, if any, associated with this, or any similar, investigation, which could be material. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2023 | |
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 2021 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 three and nine months ended September 30, 2023, the Company did not issue any shares under the 2021 ESPP. Stock Options A summary of the stock option activity, including the CEO Performance Award, for the nine months ended September 30, 2023 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, 2022 2,623,511 $ 15.16 6.72 $ 798 Exercised (56,391) $ 0.58 Cancelled/Forfeited (1,046,520) $ 20.10 Outstanding at September 30, 2023 1,520,600 $ 12.30 4.95 $ 702 Vested and exercisable at September 30, 2023 1,320,925 $ 8.38 4.53 $ 657 As of September 30, 2023, there was $3.3 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 1.83 years. RSUs The following table summarizes the activity related to RSUs for the nine months ended September 30, 2023: RSUs Outstanding Weighted-Average Unvested and outstanding at December 31, 2022 17,847,473 $ 10.73 Granted 6,451,783 $ 1.98 Vested (4,212,834) $ 12.99 Cancelled (5,972,395) $ 13.18 Unvested and outstanding at September 30, 2023 14,114,027 $ 5.02 Vested and outstanding at September 30, 2023 671,585 $ 17.03 SVAs The following table summarizes the activity related to SVAs for the nine months ended September 30, 2023: SVAs Outstanding Weighted-Average Unvested and outstanding at December 31, 2022 79,438 $ 8.24 Vested (69,575) $ 7.40 Cancelled (9,863) $ 14.14 Unvested and outstanding at September 30, 2023 — $ — Vested and outstanding at September 30, 2023 — $ — As of September 30, 2023, there was $53.2 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 2.13 years. 2021 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 “2021 CEO Performance Award”). In March 2022, the Company underwent a change in CEO and the 2021 CEO Performance Award was 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 2021 CEO Performance Award of $7.1 million. 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 during the twelve-month period following Cheng Lu's separation date of March 3, 2022 ("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 would become vested and exercisable. Each of the modified stock options, including those vested and outstanding as of the modification date, were to 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 were accelerated in full as of Cheng Lu's separation date. As a result of these modifications, the Company recorded incremental stock-based compensation expense of $13.9 million during the nine months ended September 30, 2022. 2022 CEO Awards In November 2022, Cheng Lu was reappointed as the Company's CEO. In connection with the re-appointment, on December 14, 2022, the Company granted Cheng Lu 3,425,000 RSUs that vest annually over a period of four years and 3,425,000 RSUs that vest annually over a period of four years upon the attainment of market-based milestones (together, the “2022 CEO Awards”). The market-based vesting requirements will be satisfied if the Company’s average closing price over a 60-day trailing period exceeds certain thresholds at any time on or before November 10, 2026, as follows: (a) 33% of the units of stock will vest if such average closing price equals or exceeds $10.00, (b) 33% of the units of stock will vest if such average closing price equals or exceeds $15.00, and (c) 33% of the units of stock will vest if such average closing price equals or exceeds $20.00. The 2022 CEO Awards were granted in exchange for the cancellation and forfeiture of Cheng Lu's 1,850,000 outstanding stock options (inclusive of the 2021 CEO Performance Award, as discussed above). During the three and nine months ended September 30, 2023, the Company recognized $0.7 million and $2.1 million in stock-based compensation expense for the 2022 CEO Awards, respectively. As of September 30, 2023, there was a total of $6.9 million of unrecognized stock-based compensation expense, which will be recognized over a weighted-average service period of 2.81 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, 2022 2023 2022 2023 Research and development $ 16,915 $ 6,564 $ 56,771 $ 24,962 Selling, general and administrative 6,117 4,187 18,939 13,553 Total stock-based compensation expense $ 23,032 $ 10,751 $ 75,710 $ 38,515 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income TaxesThe Company’s effective tax rate was 0% for the three and nine months ended September 30, 2023, 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, 2023, 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, 2023 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share Attributable to Common Stockholders | Net Loss Per Share Attributable to Common Stockholders Basic net loss per share 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, 2022 2023 2022 2023 Numerator: Net loss attributable to common stockholders, basic and diluted $ (113,161) $ (61,436) $ (333,659) $ (220,687) Denominator: Weighted-average shares used in computing net loss per share, basic and diluted 224,745,672 229,537,972 223,698,744 227,989,087 Net loss per share: Net loss per share attributable to common stockholders, basic and diluted $ (0.50) $ (0.27) $ (1.49) $ (0.97) 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, 2022 2023 Options to purchase common stock 4,789,024 1,520,600 RSUs subject to future vesting 12,200,049 14,114,027 SVAs subject to future vesting 91,274 — Early exercised options subject to future vesting 25,000 — Common stock contingently issuable under ESPP 27,989 — Total 17,133,336 15,634,627 |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2023 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information The following table provides information about the Company's segments and a reconciliation of total segment Adjusted EBITDA to loss before provision for income taxes (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2023 2022 2023 Segment Adjusted EBITDA: United States $ (68,249) $ (29,231) $ (192,132) $ (119,853) Asia-Pacific (24,531) (28,175) (63,559) (71,937) Total Segment Adjusted EBITDA (92,780) (57,406) (255,691) (191,790) Reconciling items: Stock-based compensation expense (1) (23,032) (10,751) (75,710) (41,071) Depreciation and amortization (1) (2,874) (1,707) (8,335) (4,500) Restructuring expenses — (793) (1,568) (11,220) Finance lease interest expense included within cost of revenue (147) — (436) (53) Interest income 5,545 9,298 7,912 28,922 Other income (expense), net 127 (77) 169 (975) Loss before provision for income taxes $ (113,161) $ (61,436) $ (333,659) $ (220,687) (1) Excludes amounts related to restructuring events, which are reflected in the "Restructuring expenses" line item. |
Restructuring and Related Charg
Restructuring and Related Charges | 9 Months Ended |
Sep. 30, 2023 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Charges | Restructuring and Related Charges During the fourth quarter of 2022 and the first half of 2023, the Board authorized various restructuring plans to rebalance the Company's cost structure in alignment with its strategic priorities (the "Restructuring Plans"). In connection with the Restructuring Plans, the Company incurred costs consisting primarily of cash expenditures for employee transition, notice period and severance payments, employee benefits and related costs, as well as non-cash charges of certain non-current assets. The following table presents the total restructuring and related charges or benefits incurred during the reporting period, all of which are attributable to its U.S. segment, by line item on the consolidated statement of operations (in thousands): Three Months Ended September 30, 2023 Nine Months Ended September 30, 2023 Research and development $ (838) $ 7,944 Selling, general and administrative 1,631 3,276 Total restructuring and related cost $ 793 $ 11,220 The following table provides the components of and changes in the accrued restructuring and related charges during nine months ended September 30, 2023 (in thousands): Severance and Other Termination Benefits Long-Lived Asset Costs (1) Stock-based Compensation (2) Total Balance as of December 31, 2022 $ 10,191 $ — $ — $ 10,191 Charges (benefits) 9,953 3,823 (2,556) 11,220 Cash payments (20,144) (949) — (21,093) Non-cash adjustments — (2,874) 2,556 (318) Balance as of September 30, 2023 $ — $ — $ — $ — (1) Primarily related to the impairment or write-off of property plant and equipment and ROU assets, net of gains from disposal of assets. (2) Related to reversal of stock-based compensation expense due to modification of equity awards. |
Description of Business and S_2
Description of Business and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
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-Pacific region ("APAC"). Founded in 2015, TuSimple is working to revolutionize the global truck freight market by developing proprietary technologies that enable the scaled development and deployment of autonomous freight transportation. |
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, 2022 , included in the Company's Annual Report on Form 10-K. The condensed consolidated balance sheet as of December 31, 2022 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, 2022 that have had a material impact on the Company’s Financial Statements. |
Investments and Fair Value Me_2
Investments and Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Debt Securities, Available-for-Sale | Investments on the condensed consolidated balance sheets consisted of the following (in thousands): September 30, 2023 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Allowance for Credit Losses Fair Value Cash Equivalents Short-term Investments Available-for-sale debt securities: U.S. treasury securities $ 74,782 $ — $ (615) $ — $ 74,167 $ — $ 74,167 U.S. government agency securities 227,489 — (1,445) — 226,044 — 226,044 Commercial paper 18,235 — (19) — 18,216 — 18,216 Corporate debt securities 209,174 10 (1,651) — 207,533 — 207,533 Total $ 529,680 $ 10 $ (3,730) $ — $ 525,960 $ — $ 525,960 December 31, 2022 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Allowance for Credit Losses Fair Value Cash and Cash Equivalents Short-term Investments Available-for-sale debt securities: U.S. treasury securities $ 9,843 $ — $ (86) $ — $ 9,757 $ — $ 9,757 U.S. government agency securities 97,139 34 (521) — 96,652 — 96,652 Commercial paper 138,973 10 (207) — 138,776 25,390 113,386 Corporate debt securities 159,045 55 (1,583) — 157,517 — 157,517 Total $ 405,000 $ 99 $ (2,397) $ — $ 402,702 $ 25,390 $ 377,312 |
Schedule of Cash and Cash Equivalents | Investments on the condensed consolidated balance sheets consisted of the following (in thousands): September 30, 2023 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Allowance for Credit Losses Fair Value Cash Equivalents Short-term Investments Available-for-sale debt securities: U.S. treasury securities $ 74,782 $ — $ (615) $ — $ 74,167 $ — $ 74,167 U.S. government agency securities 227,489 — (1,445) — 226,044 — 226,044 Commercial paper 18,235 — (19) — 18,216 — 18,216 Corporate debt securities 209,174 10 (1,651) — 207,533 — 207,533 Total $ 529,680 $ 10 $ (3,730) $ — $ 525,960 $ — $ 525,960 December 31, 2022 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Allowance for Credit Losses Fair Value Cash and Cash Equivalents Short-term Investments Available-for-sale debt securities: U.S. treasury securities $ 9,843 $ — $ (86) $ — $ 9,757 $ — $ 9,757 U.S. government agency securities 97,139 34 (521) — 96,652 — 96,652 Commercial paper 138,973 10 (207) — 138,776 25,390 113,386 Corporate debt securities 159,045 55 (1,583) — 157,517 — 157,517 Total $ 405,000 $ 99 $ (2,397) $ — $ 402,702 $ 25,390 $ 377,312 |
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, 2023 Amortized Cost Fair Value Due in one year or less $ 324,733 $ 322,462 Due in one year through five years 204,947 203,498 Total $ 529,680 $ 525,960 |
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): September 30, 2023 Total Level 1 Level 2 Level 3 Assets: Cash equivalents: Money market funds $ 205,642 $ 205,642 $ — $ — Total cash equivalents $ 205,642 $ 205,642 $ — $ — Short-term investments: U.S. treasury securities $ 74,167 $ 74,167 $ — $ — U.S. government agency securities 226,044 — 226,044 — Commercial paper 18,216 — 18,216 — Corporate debt securities 207,533 — 207,533 — Total short-term investments $ 525,960 $ 74,167 $ 451,793 $ — Total $ 731,602 $ 279,809 $ 451,793 $ — December 31, 2022 Total Level 1 Level 2 Level 3 Assets: Cash equivalents: Money market funds $ 530,674 $ 530,674 $ — $ — Commercial paper 25,390 — 25,390 — Total cash equivalents $ 556,064 $ 530,674 $ 25,390 $ — Short-term investments: U.S. treasury securities $ 9,757 $ 9,757 $ — $ — U.S. government agency securities 96,652 — 96,652 — Commercial paper 113,386 — 113,386 — Corporate debt securities 157,517 — 157,517 — Total short-term investments $ 377,312 $ 9,757 $ 367,555 $ — Total $ 933,376 $ 540,431 $ 392,945 $ — |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Balance Sheet Related Disclosures [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net as of December 31, 2022 and September 30, 2023, was as follows (in thousands): December 31, 2022 September 30, 2023 Electronic equipment $ 4,385 $ 4,622 Office and other equipment 8,697 8,021 Vehicles 4,046 1,733 Leasehold improvements 12,267 12,793 Buildings 1,841 — Construction in progress 358 457 Property and equipment, gross 31,594 27,626 Accumulated depreciation and amortization (14,511) (15,755) Property and equipment, net $ 17,083 $ 11,871 |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities as of December 31, 2022 and September 30, 2023 were as follows (in thousands): December 31, 2022 September 30, 2023 Accrued payroll $ 35,563 $ 16,482 Accrued information technology services 250 1,824 Accrued professional fees 4,798 2,953 Other 7,649 1,475 Accrued expenses and other current liabilities $ 48,260 $ 22,734 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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, 2023 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, 2022 2,623,511 $ 15.16 6.72 $ 798 Exercised (56,391) $ 0.58 Cancelled/Forfeited (1,046,520) $ 20.10 Outstanding at September 30, 2023 1,520,600 $ 12.30 4.95 $ 702 Vested and exercisable at September 30, 2023 1,320,925 $ 8.38 4.53 $ 657 |
Summary of Nonvested Restricted Stock Unit Awards | The following table summarizes the activity related to RSUs for the nine months ended September 30, 2023: RSUs Outstanding Weighted-Average Unvested and outstanding at December 31, 2022 17,847,473 $ 10.73 Granted 6,451,783 $ 1.98 Vested (4,212,834) $ 12.99 Cancelled (5,972,395) $ 13.18 Unvested and outstanding at September 30, 2023 14,114,027 $ 5.02 Vested and outstanding at September 30, 2023 671,585 $ 17.03 |
Summary of Nonvested Shareholder Value Awards Activity | The following table summarizes the activity related to SVAs for the nine months ended September 30, 2023: SVAs Outstanding Weighted-Average Unvested and outstanding at December 31, 2022 79,438 $ 8.24 Vested (69,575) $ 7.40 Cancelled (9,863) $ 14.14 Unvested and outstanding at September 30, 2023 — $ — Vested and outstanding at September 30, 2023 — $ — |
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, 2022 2023 2022 2023 Research and development $ 16,915 $ 6,564 $ 56,771 $ 24,962 Selling, general and administrative 6,117 4,187 18,939 13,553 Total stock-based compensation expense $ 23,032 $ 10,751 $ 75,710 $ 38,515 |
Net Loss Per Share Attributab_2
Net Loss Per Share Attributable to Common Stockholders (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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, 2022 2023 2022 2023 Numerator: Net loss attributable to common stockholders, basic and diluted $ (113,161) $ (61,436) $ (333,659) $ (220,687) Denominator: Weighted-average shares used in computing net loss per share, basic and diluted 224,745,672 229,537,972 223,698,744 227,989,087 Net loss per share: Net loss per share attributable to common stockholders, basic and diluted $ (0.50) $ (0.27) $ (1.49) $ (0.97) |
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, 2022 2023 Options to purchase common stock 4,789,024 1,520,600 RSUs subject to future vesting 12,200,049 14,114,027 SVAs subject to future vesting 91,274 — Early exercised options subject to future vesting 25,000 — Common stock contingently issuable under ESPP 27,989 — Total 17,133,336 15,634,627 |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | The following table provides information about the Company's segments and a reconciliation of total segment Adjusted EBITDA to loss before provision for income taxes (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2023 2022 2023 Segment Adjusted EBITDA: United States $ (68,249) $ (29,231) $ (192,132) $ (119,853) Asia-Pacific (24,531) (28,175) (63,559) (71,937) Total Segment Adjusted EBITDA (92,780) (57,406) (255,691) (191,790) Reconciling items: Stock-based compensation expense (1) (23,032) (10,751) (75,710) (41,071) Depreciation and amortization (1) (2,874) (1,707) (8,335) (4,500) Restructuring expenses — (793) (1,568) (11,220) Finance lease interest expense included within cost of revenue (147) — (436) (53) Interest income 5,545 9,298 7,912 28,922 Other income (expense), net 127 (77) 169 (975) Loss before provision for income taxes $ (113,161) $ (61,436) $ (333,659) $ (220,687) (1) Excludes amounts related to restructuring events, which are reflected in the "Restructuring expenses" line item. |
Restructuring and Related Cha_2
Restructuring and Related Charges (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring and Related Activities | The following table presents the total restructuring and related charges or benefits incurred during the reporting period, all of which are attributable to its U.S. segment, by line item on the consolidated statement of operations (in thousands): Three Months Ended September 30, 2023 Nine Months Ended September 30, 2023 Research and development $ (838) $ 7,944 Selling, general and administrative 1,631 3,276 Total restructuring and related cost $ 793 $ 11,220 |
Schedule of Restructuring Reserve by Type of Cost | The following table provides the components of and changes in the accrued restructuring and related charges during nine months ended September 30, 2023 (in thousands): Severance and Other Termination Benefits Long-Lived Asset Costs (1) Stock-based Compensation (2) Total Balance as of December 31, 2022 $ 10,191 $ — $ — $ 10,191 Charges (benefits) 9,953 3,823 (2,556) 11,220 Cash payments (20,144) (949) — (21,093) Non-cash adjustments — (2,874) 2,556 (318) Balance as of September 30, 2023 $ — $ — $ — $ — (1) Primarily related to the impairment or write-off of property plant and equipment and ROU assets, net of gains from disposal of assets. (2) Related to reversal of stock-based compensation expense due to modification of equity awards. |
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, 2023 | Dec. 31, 2022 | Sep. 30, 2022 |
Cash And Cash Equivalents, And Debt Securities, Available For Sale [Abstract] | |||
Amortized Cost | $ 529,680 | $ 405,000 | |
Gross Unrealized Gains | 10 | 99 | |
Gross Unrealized Losses | (3,730) | (2,397) | |
Allowance for Credit Losses | 0 | 0 | |
Fair Value | 525,960 | 402,702 | |
Cash Equivalents | 249,211 | 615,386 | $ 871,360 |
Short-term investments | 525,960 | 377,312 | |
U.S. government agency securities | |||
Cash And Cash Equivalents, And Debt Securities, Available For Sale [Abstract] | |||
Cash Equivalents | 0 | 0 | |
Commercial paper | |||
Cash And Cash Equivalents, And Debt Securities, Available For Sale [Abstract] | |||
Cash Equivalents | 0 | 25,390 | |
Corporate debt securities | |||
Cash And Cash Equivalents, And Debt Securities, Available For Sale [Abstract] | |||
Cash Equivalents | 0 | 0 | |
Cash Equivalents | |||
Cash And Cash Equivalents, And Debt Securities, Available For Sale [Abstract] | |||
Cash Equivalents | 0 | 25,390 | |
U.S. treasury securities | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Amortized Cost | 74,782 | 9,843 | |
Gross Unrealized Gains | 0 | 0 | |
Gross Unrealized Losses | (615) | (86) | |
Allowance for Credit Losses | 0 | 0 | |
Fair Value | 74,167 | 9,757 | |
Cash And Cash Equivalents, And Debt Securities, Available For Sale [Abstract] | |||
Cash Equivalents | 0 | 0 | |
Short-term investments | 74,167 | 9,757 | |
U.S. government agency securities | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Amortized Cost | 227,489 | 97,139 | |
Gross Unrealized Gains | 0 | 34 | |
Gross Unrealized Losses | (1,445) | (521) | |
Allowance for Credit Losses | 0 | 0 | |
Fair Value | 226,044 | 96,652 | |
Cash And Cash Equivalents, And Debt Securities, Available For Sale [Abstract] | |||
Short-term investments | 226,044 | 96,652 | |
Commercial paper | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Amortized Cost | 18,235 | ||
Gross Unrealized Gains | 0 | ||
Gross Unrealized Losses | (19) | ||
Allowance for Credit Losses | 0 | ||
Fair Value | 18,216 | ||
Cash And Cash Equivalents, And Debt Securities, Available For Sale [Abstract] | |||
Amortized Cost | 138,973 | ||
Gross Unrealized Gains | 10 | ||
Gross Unrealized Losses | (207) | ||
Allowance for Credit Losses | 0 | ||
Fair Value | 138,776 | ||
Short-term investments | 18,216 | 113,386 | |
Corporate debt securities | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Amortized Cost | 209,174 | 159,045 | |
Gross Unrealized Gains | 10 | 55 | |
Gross Unrealized Losses | (1,651) | (1,583) | |
Allowance for Credit Losses | 0 | 0 | |
Fair Value | 207,533 | 157,517 | |
Cash And Cash Equivalents, And Debt Securities, Available For Sale [Abstract] | |||
Short-term investments | $ 207,533 | $ 157,517 |
Investments and Fair Value Me_4
Investments and Fair Value Measurements - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | ||||
Investments in an unrealized loss position | $ 520,100 | $ 520,100 | ||
Interest income | $ 9,298 | $ 5,545 | $ 28,922 | $ 7,912 |
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, 2023 USD ($) |
Amortized Cost | |
Due in one year or less | $ 324,733 |
Due in one year through five years | 204,947 |
Total | 529,680 |
Fair Value | |
Due in one year or less | 322,462 |
Due in one year through five years | 203,498 |
Total | $ 525,960 |
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, 2023 | Dec. 31, 2022 |
Assets: | ||
Short-term investments | $ 525,960 | $ 377,312 |
U.S. treasury securities | ||
Assets: | ||
Short-term investments | 74,167 | 9,757 |
Corporate debt securities | ||
Assets: | ||
Short-term investments | 207,533 | 157,517 |
Recurring Basis | ||
Assets: | ||
Total cash equivalents | 205,642 | 556,064 |
Short-term investments | 525,960 | 377,312 |
Total | 731,602 | 933,376 |
Recurring Basis | Level 1 | ||
Assets: | ||
Total cash equivalents | 205,642 | 530,674 |
Short-term investments | 74,167 | 9,757 |
Total | 279,809 | 540,431 |
Recurring Basis | Level 2 | ||
Assets: | ||
Total cash equivalents | 0 | 25,390 |
Short-term investments | 451,793 | 367,555 |
Total | 451,793 | 392,945 |
Recurring Basis | Level 3 | ||
Assets: | ||
Total cash equivalents | 0 | 0 |
Short-term investments | 0 | 0 |
Total | 0 | 0 |
Recurring Basis | U.S. treasury securities | ||
Assets: | ||
Short-term investments | 74,167 | 9,757 |
Recurring Basis | U.S. treasury securities | Level 1 | ||
Assets: | ||
Short-term investments | 74,167 | 9,757 |
Recurring Basis | U.S. treasury securities | Level 2 | ||
Assets: | ||
Short-term investments | 0 | 0 |
Recurring Basis | U.S. treasury securities | Level 3 | ||
Assets: | ||
Short-term investments | 0 | 0 |
Recurring Basis | U.S. government agency securities | ||
Assets: | ||
Short-term investments | 226,044 | 96,652 |
Recurring Basis | U.S. government agency securities | Level 1 | ||
Assets: | ||
Short-term investments | 0 | 0 |
Recurring Basis | U.S. government agency securities | Level 2 | ||
Assets: | ||
Short-term investments | 226,044 | 96,652 |
Recurring Basis | U.S. government agency securities | Level 3 | ||
Assets: | ||
Short-term investments | 0 | 0 |
Recurring Basis | Commercial paper | ||
Assets: | ||
Short-term investments | 18,216 | 113,386 |
Recurring Basis | Commercial paper | Level 1 | ||
Assets: | ||
Short-term investments | 0 | 0 |
Recurring Basis | Commercial paper | Level 2 | ||
Assets: | ||
Short-term investments | 18,216 | 113,386 |
Recurring Basis | Commercial paper | Level 3 | ||
Assets: | ||
Short-term investments | 0 | 0 |
Recurring Basis | Corporate debt securities | ||
Assets: | ||
Short-term investments | 207,533 | 157,517 |
Recurring Basis | Corporate debt securities | Level 1 | ||
Assets: | ||
Short-term investments | 0 | 0 |
Recurring Basis | Corporate debt securities | Level 2 | ||
Assets: | ||
Short-term investments | 207,533 | 157,517 |
Recurring Basis | Corporate debt securities | Level 3 | ||
Assets: | ||
Short-term investments | 0 | 0 |
Recurring Basis | Money market funds | ||
Assets: | ||
Total cash equivalents | 205,642 | 530,674 |
Recurring Basis | Money market funds | Level 1 | ||
Assets: | ||
Total cash equivalents | 205,642 | 530,674 |
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 | Commercial paper | ||
Assets: | ||
Total cash equivalents | 25,390 | |
Recurring Basis | Commercial paper | Level 1 | ||
Assets: | ||
Total cash equivalents | 0 | |
Recurring Basis | Commercial paper | Level 2 | ||
Assets: | ||
Total cash equivalents | 25,390 | |
Recurring Basis | Commercial paper | Level 3 | ||
Assets: | ||
Total cash equivalents | $ 0 |
Balance Sheet Components - Sche
Balance Sheet Components - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 27,626 | $ 31,594 |
Accumulated depreciation and amortization | (15,755) | (14,511) |
Property and equipment, net | 11,871 | 17,083 |
Electronic equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 4,622 | 4,385 |
Office and other equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 8,021 | 8,697 |
Vehicles | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 1,733 | 4,046 |
Leasehold improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 12,793 | 12,267 |
Buildings | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 0 | 1,841 |
Construction in progress | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 457 | $ 358 |
Balance Sheet Components - Addi
Balance Sheet Components - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Property Plant And Equipment [Line Items] | |||||
Depreciation | $ 1,700,000 | $ 2,800,000 | $ 5,100,000 | $ 8,300,000 | |
Property and equipment, net | 11,871,000 | 11,871,000 | $ 17,083,000 | ||
Accumulated amortization | 15,755,000 | 15,755,000 | 14,511,000 | ||
Finance Leases | |||||
Property Plant And Equipment [Line Items] | |||||
Property and equipment, net | $ 0 | $ 0 | 1,600,000 | ||
Accumulated amortization | $ 900,000 |
Balance Sheet Components - Sc_2
Balance Sheet Components - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Balance Sheet Related Disclosures [Abstract] | ||
Accrued payroll | $ 16,482 | $ 35,563 |
Accrued information technology services | 1,824 | 250 |
Accrued professional fees | 2,953 | 4,798 |
Other | 1,475 | 7,649 |
Accrued expenses and other current liabilities | $ 22,734 | $ 48,260 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Dec. 14, 2022 $ / shares shares | Mar. 31, 2022 shares | Mar. 31, 2021 USD ($) $ / shares shares | Sep. 30, 2023 USD ($) compensation_plan | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) compensation_plan shares | Sep. 30, 2022 USD ($) | Dec. 31, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Number of equity compensation plans maintained by the company | compensation_plan | 3 | 3 | ||||||
Stock-based compensation expense related to ESPP | $ | $ 10,751 | $ 23,032 | $ 38,515 | $ 75,710 | ||||
CEO | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Cancelled/Forfeited (in shares) | 1,850,000 | |||||||
Stock Options | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Unrecognized share-based compensation expense | $ | 3,300 | $ 3,300 | ||||||
Unrecognized share-based compensation expense, weighted-average service period | 1 year 9 months 29 days | |||||||
Stock options contractual life | 4 years 11 months 12 days | 6 years 8 months 19 days | ||||||
Cancelled/Forfeited (in shares) | 1,046,520 | |||||||
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 1 month 17 days | |||||||
Unrecognized share-based compensation expense | $ | 53,200 | $ 53,200 | ||||||
Performance Based Awards | CEO | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Stock options granted (in shares) | 1,150,000 | |||||||
Stock options exercise price (in dollars per share) | $ / shares | $ 14.14 | |||||||
Stock options contractual life | 10 years | |||||||
Reversed stock-based compensation expense | $ | $ 7,100 | |||||||
Modified stock options (in shares) | 1,850,000 | |||||||
Shares vested as of the modification date (in shares) | 440,000 | |||||||
Vesting period after separation | 12 months | |||||||
Outstanding and unvested RSUs (in shares) | 175,000 | |||||||
Incremental stock-based compensation expense | $ | $ 13,900 | |||||||
Restricted Stock Units (RSUs) | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Granted (in shares) | 6,451,783 | |||||||
Restricted Stock Units (RSUs) | CEO | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Unrecognized share-based compensation expense, weighted-average service period | 2 years 9 months 21 days | |||||||
Unrecognized share-based compensation expense | $ | 6,900 | $ 6,900 | ||||||
Trailing period (in days) | 60 days | |||||||
Stock-based compensation expense related to ESPP | $ | $ 700 | $ 2,100 | ||||||
Restricted Stock Units (RSUs) | CEO | Share-Based Payment Arrangement, Tranche One | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Granted (in shares) | 3,425,000 | |||||||
Vesting period | 4 years | |||||||
Vesting percentage | 33% | |||||||
Award vesting rights, average closing price (in dollars per share) | $ / shares | $ 10 | |||||||
Restricted Stock Units (RSUs) | CEO | Share-Based Payment Arrangement, Tranche Two | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Granted (in shares) | 3,425,000 | |||||||
Vesting period | 4 years | |||||||
Vesting percentage | 33% | |||||||
Award vesting rights, average closing price (in dollars per share) | $ / shares | $ 15 | |||||||
Restricted Stock Units (RSUs) | CEO | Share-Based Payment Arrangement, Tranche Three | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Vesting percentage | 33% | |||||||
Award vesting rights, average closing price (in dollars per share) | $ / shares | $ 20 |
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, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | |
Options Outstanding | ||
Outstanding, beginning of period (in shares) | shares | 2,623,511 | |
Exercised (in shares) | shares | (56,391) | |
Cancelled/Forfeited (in shares) | shares | (1,046,520) | |
Outstanding, end of period (in shares) | shares | 1,520,600 | 2,623,511 |
Vested and exercisable (in shares) | shares | 1,320,925 | |
Weighted- Average Exercise Price | ||
Outstanding, beginning of period (in dollars per share) | $ / shares | $ 15.16 | |
Exercised (in shares) | $ / shares | 0.58 | |
Cancelled/Forfeited (in dollars per share) | $ / shares | 20.10 | |
Outstanding, end of period (in dollars per share) | $ / shares | 12.30 | $ 15.16 |
Vested and exercisable (in dollars per share) | $ / shares | $ 8.38 | |
Weighted-Average Remaining Life (Years) | ||
Outstanding | 4 years 11 months 12 days | 6 years 8 months 19 days |
Vested and exercisable | 4 years 6 months 10 days | |
Aggregate Intrinsic Value | ||
Outstanding | $ | $ 702 | $ 798 |
Vested and exercisable | $ | $ 657 |
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, 2023 $ / shares shares | |
RSUs Outstanding | |
Unvested and Outstanding, Beginning Balance (in shares) | shares | 17,847,473 |
Granted (in shares) | shares | 6,451,783 |
Vested (in shares) | shares | (4,212,834) |
Cancelled (in shares) | shares | (5,972,395) |
Unvested and Outstanding, Ending Balance (in shares) | shares | 14,114,027 |
Vested and Outstanding (in shares) | shares | 671,585 |
Weighted-Average Grant Date Fair Value per Share | |
Unvested and Outstanding, Beginning Balance (in dollars per share) | $ / shares | $ 10.73 |
Granted (in dollars per share) | $ / shares | 1.98 |
Vested (in dollars per share) | $ / shares | 12.99 |
Cancelled (in dollars per share) | $ / shares | 13.18 |
Unvested and Outstanding, Ending Balance (in dollars per share) | $ / shares | 5.02 |
Vested and Outstanding (in dollars per share) | $ / shares | $ 17.03 |
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, 2023 $ / shares shares | |
SVAs Outstanding | |
Unvested and Outstanding, Beginning Balance (in shares) | shares | 79,438 |
Vested (in shares) | shares | (69,575) |
Cancelled (in shares) | shares | (9,863) |
Unvested and Outstanding, Ending Balance (in shares) | shares | 0 |
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 | $ 8.24 |
Vested (in dollars per share) | $ / shares | 7.40 |
Cancelled (in dollars per share) | $ / shares | 14.14 |
Unvested and Outstanding, Ending Balance (in dollars per share) | $ / shares | 0 |
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, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | $ 10,751 | $ 23,032 | $ 38,515 | $ 75,710 |
Research and development | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | 6,564 | 16,915 | 24,962 | 56,771 |
Selling, general and administrative | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | $ 4,187 | $ 6,117 | $ 13,553 | $ 18,939 |
Income Taxes (Details)
Income Taxes (Details) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2023 | Sep. 30, 2023 | |
Income Tax Disclosure [Abstract] | ||
Effective tax rate | 0% | 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, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Numerator: | ||||
Net loss attributable to common stockholders, basic | $ (61,436) | $ (113,161) | $ (220,687) | $ (333,659) |
Net loss attributable to common stockholders, diluted | $ (61,436) | $ (113,161) | $ (220,687) | $ (333,659) |
Denominator: | ||||
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic (in shares) | 229,537,972 | 224,745,672 | 227,989,087 | 223,698,744 |
Weighted-average shares used in computing net loss per share attributable to common stockholders, diluted (in shares) | 229,537,972 | 224,745,672 | 227,989,087 | 223,698,744 |
Net loss per share: | ||||
Net loss per share attributable to common stockholders, basic (in dollars per share) | $ (0.27) | $ (0.50) | $ (0.97) | $ (1.49) |
Net loss per share attributable to common stockholders, diluted (in dollars per share) | $ (0.27) | $ (0.50) | $ (0.97) | $ (1.49) |
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, 2023 | Sep. 30, 2022 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 15,634,627 | 17,133,336 |
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) | 1,520,600 | 4,789,024 |
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) | 14,114,027 | 12,200,049 |
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) | 0 | 91,274 |
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) | 0 | 25,000 |
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) | 0 | 27,989 |
Segment Information - Segment R
Segment Information - Segment Reporting Information, by Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Segment Reporting Information [Line Items] | ||||
Stock-based compensation expense | $ (38,515) | $ (75,710) | ||
Depreciation and amortization | (5,129) | (8,335) | ||
Interest income | $ 9,298 | $ 5,545 | 28,922 | 7,912 |
Other income (expense), net | (77) | 127 | (975) | 169 |
Loss before provision for income taxes | (61,436) | (113,161) | (220,687) | (333,659) |
Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Total Segment Adjusted EBITDA | (57,406) | (92,780) | (191,790) | (255,691) |
Operating Segments | United States | ||||
Segment Reporting Information [Line Items] | ||||
Total Segment Adjusted EBITDA | (29,231) | (68,249) | (119,853) | (192,132) |
Operating Segments | Asia-Pacific | ||||
Segment Reporting Information [Line Items] | ||||
Total Segment Adjusted EBITDA | (28,175) | (24,531) | (71,937) | (63,559) |
Segment Reconciling Items | ||||
Segment Reporting Information [Line Items] | ||||
Stock-based compensation expense | (10,751) | (23,032) | (41,071) | (75,710) |
Depreciation and amortization | (1,707) | (2,874) | (4,500) | (8,335) |
Restructuring expenses | (793) | 0 | (11,220) | (1,568) |
Finance lease interest expense included within cost of revenue | 0 | (147) | (53) | (436) |
Interest income | 9,298 | 5,545 | 28,922 | 7,912 |
Other income (expense), net | (77) | 127 | (975) | 169 |
Loss before provision for income taxes | $ (61,436) | $ (113,161) | $ (220,687) | $ (333,659) |
Restructuring and Related Cha_3
Restructuring and Related Charges - Restructuring and Related Activities (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2023 | Sep. 30, 2023 | |
Restructuring Cost and Reserve [Line Items] | ||
Total restructuring and related cost | $ 793 | $ 11,220 |
Research and development | ||
Restructuring Cost and Reserve [Line Items] | ||
Total restructuring and related cost | (838) | 7,944 |
Selling, general and administrative | ||
Restructuring Cost and Reserve [Line Items] | ||
Total restructuring and related cost | $ 1,631 | $ 3,276 |
Restructuring and Related Cha_4
Restructuring and Related Charges - Components of Changes in Our Restructuring and Related Charges Accrual (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2023 | Sep. 30, 2023 | |
Restructuring Reserve [Roll Forward] | ||
Beginning balance | $ 10,191 | |
Charges (benefits) | $ 793 | 11,220 |
Cash payments | (21,093) | |
Non-cash adjustments | (318) | |
Ending balance | 0 | 0 |
Severance and Other Termination Benefits | ||
Restructuring Reserve [Roll Forward] | ||
Beginning balance | 10,191 | |
Charges (benefits) | 9,953 | |
Cash payments | (20,144) | |
Non-cash adjustments | 0 | |
Ending balance | 0 | 0 |
Long-Lived Asset Costs | ||
Restructuring Reserve [Roll Forward] | ||
Beginning balance | 0 | |
Charges (benefits) | 3,823 | |
Cash payments | (949) | |
Non-cash adjustments | (2,874) | |
Ending balance | 0 | 0 |
Stock-based Compensation | ||
Restructuring Reserve [Roll Forward] | ||
Beginning balance | 0 | |
Charges (benefits) | (2,556) | |
Cash payments | 0 | |
Non-cash adjustments | 2,556 | |
Ending balance | $ 0 | $ 0 |
Uncategorized Items - tsp-20230
Label | Element | Value |
Accounting Standards Update [Extensible Enumeration] | us-gaap_AccountingStandardsUpdateExtensibleList | Accounting Standards Update 2016-02 [Member] |