Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 07, 2022 | |
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 | 001-39757 | |
Entity Registrant Name | Velo3D, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 98-1556965 | |
Entity Address, Address Line One | 511 Division Street | |
Entity Address, City or Town | Campbell | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 95008 | |
City Area Code | 408 | |
Local Phone Number | 610-3915 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 186,418,770 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Entity Central Index Key | 0001825079 | |
Current Fiscal Year End Date | --12-31 | |
Common Stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Common stock, par value $0.00001 per share | |
Trading Symbol | VLD | |
Security Exchange Name | NYSE | |
Warrant [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants to purchase one share of common stock, each at an exercise price of $11.50 per share | |
Trading Symbol | VLD WS | |
Security Exchange Name | NYSE |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 40,347 | $ 207,602 |
Short-term investments | 72,478 | 15,483 |
Accounts receivable, net | 20,922 | 12,778 |
Inventories | 69,313 | 22,479 |
Contract assets | 2,370 | 274 |
Prepaid expenses and other current assets | 4,623 | 9,458 |
Total current assets | 210,053 | 268,074 |
Property and equipment, net | 19,208 | 10,046 |
Equipment on lease, net | 8,084 | 8,366 |
Other assets | 20,132 | 16,231 |
Total assets | 257,477 | 302,717 |
Current liabilities: | ||
Accounts payable | 14,134 | 9,882 |
Accrued expenses and other current liabilities | 19,682 | 9,414 |
Debt – current portion | 1,954 | 5,114 |
Contract liabilities | 26,041 | 22,252 |
Total current liabilities | 61,811 | 46,662 |
Long-term debt – less current portion | 4,356 | 2,956 |
Contingent earnout liabilities | 53,377 | 111,487 |
Warrant liabilities | 10,836 | 21,705 |
Other noncurrent liabilities | 14,227 | 9,492 |
Total liabilities | 144,607 | 192,302 |
Commitments and contingencies (Note 15) | ||
Stockholders’ equity: | ||
Common stock, $0.00001 par value - 500,000,000 shares authorized at September 30, 2022 and December 31, 2021, 186,412,818 and 183,232,494 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively | 2 | 2 |
Additional paid-in capital | 356,457 | 340,294 |
Accumulated other comprehensive loss | (1,135) | (14) |
Accumulated deficit | (242,454) | (229,867) |
Total stockholders’ equity | 112,870 | 110,415 |
Total liabilities and stockholders’ equity | $ 257,477 | $ 302,717 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 186,412,818 | 183,232,494 |
Common stock, shares outstanding | 186,412,818 | 183,232,494 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Recurring Payment | $ 1,183 | $ 596 | $ 3,042 | $ 1,231 |
Total Revenue | 19,115 | 8,711 | 50,977 | 17,029 |
Cost of revenue | 19,236 | 7,237 | 49,851 | 13,761 |
Gross profit (loss) | (121) | 1,474 | 1,126 | 3,268 |
Operating expenses | ||||
Research and development | 12,558 | 7,987 | 38,438 | 19,081 |
Selling and marketing | 5,632 | 3,346 | 17,864 | 7,706 |
General and administrative | 9,642 | 5,158 | 27,191 | 15,162 |
Total operating expenses | 27,832 | 16,491 | 83,493 | 41,949 |
Loss from operations | (27,953) | (15,017) | (82,367) | (38,681) |
Interest expense | (129) | (986) | (362) | (1,630) |
Loss on the convertible note modification | 0 | (50,577) | 0 | (50,577) |
Gain (loss) on fair value of warrants | (6,612) | (1,892) | 11,039 | (3,633) |
Gain (loss) on fair value of contingent earnout liabilities | (40,885) | 2,014 | 58,110 | 2,014 |
Other income (expense), net | 384 | (120) | 993 | (156) |
Loss before provision for income taxes | (75,195) | (66,578) | (12,587) | (92,663) |
Provision for income taxes | 0 | 0 | 0 | 0 |
Net loss | $ (75,195) | $ (66,578) | $ (12,587) | $ (92,663) |
Net loss per share: | ||||
Basic (in dollars per share) | $ (0.41) | $ (3.36) | $ (0.07) | $ (5.34) |
Diluted (in dollars per share) | $ (0.41) | $ (3.36) | $ (0.07) | $ (5.34) |
Shares used in computing net loss per share: | ||||
Basic (in shares) | 185,560,177 | 19,793,863 | 184,454,371 | 17,348,557 |
Diluted (in shares) | 185,560,177 | 19,793,863 | 184,454,371 | 17,348,557 |
Net loss | $ (75,195) | $ (66,578) | $ (12,587) | $ (92,663) |
Net unrealized holding loss on available-for-sale investments | (178) | 0 | (1,121) | 0 |
Total comprehensive loss | (75,373) | (66,578) | (13,708) | (92,663) |
3D Printer | ||||
Revenue from contract with customer | 16,537 | 7,281 | 44,336 | 13,594 |
Cost of revenue | 16,574 | 5,692 | 42,686 | 10,174 |
Recurring payment | ||||
Cost of revenue | 656 | 418 | 2,059 | 862 |
Support services | ||||
Revenue from contract with customer | 1,395 | 834 | 3,599 | 2,204 |
Cost of revenue | $ 2,006 | $ 1,127 | $ 5,106 | $ 2,725 |
Condensed Consolidated Statem_2
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 | $ (12,587) | $ (92,663) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation and amortization | 3,328 | 1,276 |
Stock-based compensation | 15,090 | 1,751 |
Loss on the convertible note modification | 0 | 50,577 |
(Gain) loss on fair value of warrants | (11,039) | 3,633 |
Gain on fair value of contingent earnout liabilities | (58,110) | (2,014) |
Changes in assets and liabilities | ||
Accounts receivable | (8,144) | (5,326) |
Inventories | (41,807) | (3,022) |
Contract assets | (2,096) | 1,523 |
Prepaid expenses and other current assets | 7,342 | (1,767) |
Other assets | 1,970 | (2,407) |
Accounts payable | 1,177 | (252) |
Accrued expenses and other liabilities | 10,148 | 3,400 |
Contract liabilities | 3,789 | 12,414 |
Other noncurrent liabilities | (1,215) | 1,611 |
Net cash used in operating activities | (92,154) | (31,266) |
Cash flows from investing activities | ||
Purchase of property and equipment | (12,228) | (1,534) |
Production of equipment for lease to customers | (4,174) | (6,919) |
Purchases of available-for-sale investments | (87,655) | 0 |
Proceeds from maturity of available-for-sale investments | 29,550 | 0 |
Net cash used in investing activities | (74,507) | (8,453) |
Cash flows from financing activities | ||
Proceeds from loan refinance, net of issuance costs | 6,664 | 0 |
Repayment of loans in connection with loan refinance | (8,089) | 0 |
Proceeds from Merger | 0 | 143,183 |
Proceeds from PIPE financing | 0 | 155,000 |
Proceeds from loan refinance | 0 | 19,339 |
Repayment of term loan | 0 | (4,997) |
Repayment of property and equipment loan | (355) | (833) |
Proceeds from term loan revolver facility | 0 | 3,000 |
Proceeds from convertible notes | 0 | 5,000 |
Proceeds from equipment loans | 0 | 5,419 |
Repayment of equipment loans | 0 | (1,878) |
Issuance of common stock upon exercise of stock options | 1,243 | 313 |
Net cash provided by (used in) financing activities | (537) | 323,546 |
Effect of exchange rate changes on cash and cash equivalents | (57) | 0 |
Net change in cash and cash equivalents | (167,255) | 283,827 |
Cash and cash equivalents and restricted cash at beginning of period | 208,402 | 15,517 |
Cash and cash equivalents and restricted cash at end of period | 41,147 | 299,344 |
Supplemental disclosure of cash flow information | ||
Cash paid for interest | 253 | 857 |
Supplemental disclosure of non-cash information | ||
Conversion of warrants into redeemable convertible preferred stock, net settlement | 0 | 899 |
Conversion of convertible notes to Series D redeemable convertible preferred stock | 0 | 5,000 |
Conversion of redeemable convertible preferred stock into common stock | 0 | 180,180 |
Conversion of warrants into common stock, net settlement | 0 | 3,635 |
Reclassification of warrants liability upon the reverse recapitalization | 0 | 21,051 |
Reclassification of contingent earnout liability upon the reverse recapitalization | 0 | 120,763 |
Issuance of common stock warrants in connection with financing | 0 | 316 |
Issuance of common stock warrants in connection with refinancing | 170 | 0 |
Unpaid liabilities related to property and equipment | 0 | 3,231 |
Unpaid merger transactional costs | 0 | 19,313 |
Cash and Cash Equivalents and Restricted Cash | ||
Cash and cash equivalents | 40,347 | 296,826 |
Restricted cash (Other assets) | 800 | 2,518 |
Total cash and cash equivalents and restricted cash | $ 41,147 | $ 299,344 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit) - USD ($) | Total | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit |
Balance as of beginning of period (in shares) at Dec. 31, 2020 | 117,734,383 | ||||
Balance as of beginning of period at Dec. 31, 2020 | $ 123,704,000 | ||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||
Conversion of warrants into preferred stock, net settlement (in shares) | 126,802 | ||||
Conversion of warrants into preferred stock, net settlement | $ 899,000 | ||||
Conversion of convertible notes into preferred stock (in shares) | 6,820,022 | ||||
Conversion of convertible notes into preferred stock | $ 55,577,000 | ||||
Conversion of convertible preferred stock into common stock in connection with the reverse recapitalization (in shares) | (124,681,207) | ||||
Conversion of convertible preferred stock into common stock in connection with the reverse recapitalization | $ (180,180,000) | ||||
Balance as of end of period (in shares) at Sep. 30, 2021 | 0 | ||||
Balance as of end of period at Sep. 30, 2021 | $ 0 | ||||
Balance as of beginning of period (in shares) at Dec. 31, 2020 | 16,003,558 | ||||
Balance as of beginning of period at Dec. 31, 2020 | (107,821,000) | $ 1,000 | $ 14,954,000 | $ 0 | $ (122,776,000) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Conversion of convertible preferred stock into common stock in connection with the reverse recapitalization (in shares) | 126,310,700 | ||||
Conversion of convertible preferred stock into common stock in connection with the reverse recapitalization | 180,180,000 | 180,180,000 | |||
Conversion of warrants into common stock, net settlement (in shares) | 239,992 | ||||
Conversion of warrants into common stock, net settlement | 3,635,000 | 3,635,000 | |||
Issuance of contingent earnout liability upon the reverse recapitalization | (120,763,000) | (120,763,000) | |||
Issuance of warrants upon the reverse recapitalization | (21,051,000) | (21,051,000) | |||
Issuance of common stock upon the reverse recapitalization, net of issuance costs (in shares) | 40,409,132 | ||||
Issuance of common stock upon the reverse recapitalization, net of issuance costs | $ 278,271,000 | $ 1,000 | 278,270,000 | ||
Issuance of common stock upon exercise of stock options (in shares) | 200,000 | 200,444 | |||
Stock Issued During Period, Value, Stock Options Exercised | $ 313,000 | 313,000 | |||
Adjustments to Additional Paid in Capital, Warrant Issued | (316,000) | (316,000) | |||
APIC, Share-Based Payment Arrangement, Increase for Cost Recognition | 1,751,000 | 1,751,000 | |||
Net loss | (92,663,000) | (92,663,000) | |||
Balance as of end of period (in shares) at Sep. 30, 2021 | 183,163,826 | ||||
Balance as of end of period at Sep. 30, 2021 | $ 122,168,000 | $ 2,000 | 337,605,000 | 0 | (215,439,000) |
Balance as of beginning of period (in shares) at Jun. 30, 2021 | 117,734,383 | ||||
Balance as of beginning of period at Jun. 30, 2021 | $ 123,704,000 | ||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||
Conversion of warrants into preferred stock, net settlement (in shares) | 126,802 | ||||
Conversion of warrants into preferred stock, net settlement | $ 899,000 | ||||
Conversion of convertible notes into preferred stock (in shares) | 6,820,022 | ||||
Conversion of convertible notes into preferred stock | $ 55,577,000 | ||||
Conversion of convertible preferred stock into common stock in connection with the reverse recapitalization (in shares) | (124,681,207) | ||||
Conversion of convertible preferred stock into common stock in connection with the reverse recapitalization | $ (180,180,000) | ||||
Balance as of end of period (in shares) at Sep. 30, 2021 | 0 | ||||
Balance as of end of period at Sep. 30, 2021 | $ 0 | ||||
Balance as of beginning of period (in shares) at Jun. 30, 2021 | 16,168,582 | ||||
Balance as of beginning of period at Jun. 30, 2021 | (132,414,000) | $ 1,000 | 16,446,000 | 0 | (148,861,000) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Conversion of convertible preferred stock into common stock in connection with the reverse recapitalization (in shares) | 126,310,700 | ||||
Conversion of convertible preferred stock into common stock in connection with the reverse recapitalization | 180,180,000 | 180,180,000 | |||
Conversion of warrants into common stock, net settlement (in shares) | 239,992 | ||||
Conversion of warrants into common stock, net settlement | 3,635,000 | 3,635,000 | |||
Issuance of contingent earnout liability upon the reverse recapitalization | (120,763,000) | (120,763,000) | |||
Issuance of warrants upon the reverse recapitalization | (21,051,000) | (21,051,000) | |||
Issuance of common stock upon the reverse recapitalization, net of issuance costs (in shares) | 40,409,132 | ||||
Issuance of common stock upon the reverse recapitalization, net of issuance costs | 278,271,000 | $ 1,000 | 278,270,000 | ||
Issuance of common stock upon exercise of stock options (in shares) | 35,420 | ||||
Stock Issued During Period, Value, Stock Options Exercised | 30,000 | 30,000 | |||
Adjustments to Additional Paid in Capital, Warrant Issued | (182,000) | (182,000) | |||
APIC, Share-Based Payment Arrangement, Increase for Cost Recognition | 676,000 | 676,000 | |||
Net loss | (66,578,000) | (66,578,000) | |||
Balance as of end of period (in shares) at Sep. 30, 2021 | 183,163,826 | ||||
Balance as of end of period at Sep. 30, 2021 | $ 122,168,000 | $ 2,000 | 337,605,000 | 0 | (215,439,000) |
Balance as of beginning of period (in shares) at Dec. 31, 2021 | 0 | ||||
Balance as of beginning of period at Dec. 31, 2021 | $ 0 | ||||
Balance as of end of period (in shares) at Sep. 30, 2022 | 0 | ||||
Balance as of end of period at Sep. 30, 2022 | $ 0 | ||||
Balance as of beginning of period (in shares) at Dec. 31, 2021 | 183,232,494 | ||||
Balance as of beginning of period at Dec. 31, 2021 | $ 110,415,000 | $ 2,000 | 340,294,000 | (14,000) | (229,867,000) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock upon exercise of stock options (in shares) | 2,795,000 | ||||
Issuance of common stock upon exercise of stock options and release of restricted stock units (in shares) | 2,795,000 | ||||
Issuance of common stock upon exercise of stock options and release of restricted stock units | $ 1,243,000 | 1,243,000 | |||
Adjustments to Additional Paid in Capital, Warrant Issued | (170,000) | (170,000) | |||
APIC, Share-Based Payment Arrangement, Increase for Cost Recognition | 15,090,000 | $ 385,324 | 15,090,000 | ||
Net loss | (12,587,000) | (12,587,000) | |||
Other comprehensive loss | (1,121,000) | (1,121,000) | |||
Balance as of end of period (in shares) at Sep. 30, 2022 | 186,412,818 | ||||
Balance as of end of period at Sep. 30, 2022 | $ 112,870,000 | $ 2,000 | 356,457,000 | (1,135,000) | (242,454,000) |
Balance as of beginning of period (in shares) at Jun. 30, 2022 | 0 | ||||
Balance as of beginning of period at Jun. 30, 2022 | $ 0 | ||||
Balance as of end of period (in shares) at Sep. 30, 2022 | 0 | ||||
Balance as of end of period at Sep. 30, 2022 | $ 0 | ||||
Balance as of beginning of period (in shares) at Jun. 30, 2022 | 184,909,608 | ||||
Balance as of beginning of period at Jun. 30, 2022 | 182,583,000 | $ 2,000 | 350,797,000 | (957,000) | (167,259,000) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock upon exercise of stock options and release of restricted stock units (in shares) | 1,248,369 | ||||
Issuance of common stock upon exercise of stock options and release of restricted stock units | 673,000 | 673,000 | |||
Adjustments to Additional Paid in Capital, Warrant Issued | (170,000) | (170,000) | |||
APIC, Share-Based Payment Arrangement, Increase for Cost Recognition | 5,157,000 | $ 254,841 | 5,157,000 | ||
Net loss | (75,195,000) | (75,195,000) | |||
Other comprehensive loss | (178,000) | (178,000) | |||
Balance as of end of period (in shares) at Sep. 30, 2022 | 186,412,818 | ||||
Balance as of end of period at Sep. 30, 2022 | $ 112,870,000 | $ 2,000 | $ 356,457,000 | $ (1,135,000) | $ (242,454,000) |
Description of Business and Bas
Description of Business and Basis of Presentation | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business and Basis of Presentation | Description of Business and Basis of Presentation Velo3D, Inc., a Delaware corporation (“Velo3D” ), formerly known as JAWS Spitfire Acquisition Corporation (“JAWS Spitfire”), produces metal additive three dimensional printers (“3D Printers”) which enable the production of components for space rockets, jet engines, fuel delivery systems and other high value metal parts, which it sells or leases to customers for use in their businesses. The Company also provides support services (“Support Services”) for an incremental fee. Velo3D’s subsidiaries are Velo3D US, Inc., formerly known as Velo3D, Inc. (“Legacy Velo3D”), which was founded in June 2014 as a Delaware corporation headquartered in Campbell, California, Velo3D B.V., which was founded in September 2021 in the Netherlands, and Velo3D GmBH, which was founded in June 2022 in Germany. The first commercially developed 3D Printer was delivered in the fourth quarter of 2018. Unless otherwise stated herein or unless the context otherwise requires, references in these notes to the “Company” refer to (i) Legacy Velo3D prior to the consummation of the Merger (as defined below); and (ii) Velo3D and its consolidated subsidiaries following the consummation of the Merger. On September 29, 2021 (the “Closing Date” or the “Reverse Recapitalization Date”), JAWS Spitfire completed the previously announced merger with Legacy Velo3D, with Legacy Velo3D surviving as a wholly-owned subsidiary of JAWS Spitfire (the “Merger” or the “Reverse Recapitalization”). In connection with the Merger, JAWS Spitfire was renamed “Velo3D, Inc.”, and Legacy Velo3D was renamed “Velo3D US, Inc.” Accordingly, all historical financial information prior to the Closing Date presented in the unaudited condensed consolidated financial statements of Velo3D represents the accounts of Legacy Velo3D. The shares and net income (loss) per share attributable to common stockholders, basic and diluted, prior to the Merger, have been retroactively restated as shares reflecting the exchange ratio (the “Exchange Ratio”) established in the Merger (0.8149 shares of Velo3D common stock, par value $0.00001 (the “common stock”) for 1 share of Legacy Velo3D common stock). All fractional shares were rounded. Basis of Presentation The unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the requirements of the U.S. Securities and Exchange Commission (the “SEC”) for interim financial reporting. Intercompany balances and transactions have been eliminated in consolidation. As permitted under those rules, certain footnotes or other financial information that are normally required by U.S. GAAP can be condensed or omitted. Accordingly, these condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 (the “2021 Form 10-K”) and the related notes, which provide a more complete discussion of the Company’s accounting policies and certain other information. The condensed consolidated balance sheet as of December 31, 2021 has been derived from the audited financial statements of the Company. These condensed consolidated financial statements have been prepared on the same basis as the Company’s annual financial statements and, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments, which are necessary for the fair statement of the Company’s financial information. These interim results are not necessarily indicative of the results to be expected for the fiscal year ending December 31, 2022, or for any other interim period or for any other future year. Financial Condition and Liquidity and Capital Resources The condensed consolidated financial statements are unaudited and have been prepared on the basis of continuity of operations, the realization of assets and satisfaction of liabilities in the ordinary course of business. On September 29, 2021, the Company consummated the Merger, which resulted in the Company receiving approximately $278.3 million in total net proceeds, including $155.0 million from the private placement of 15,500,000 shares of common stock at $10.00 per share (the “PIPE Financing”). Since inception, the Company has not achieved profitable operations or generated positive cash flows from operations. The Company’s operating plan may change as a result of many factors currently unknown and there can be no assurance that the current operating plan will be achieved in the time frame anticipated by the Company, and it may need to seek additional funds sooner than planned. If adequate funds are not available to the Company on a timely basis, it may be required to delay, limit, reduce, or terminate certain commercial efforts, or pursue merger or acquisition strategies, all of which could adversely affect the holdings or the rights of the Company’s stockholders. The Company has incurred net operating losses and negative cash flows from operations in every year since inception and expects this to continue for the foreseeable future. As of September 30, 2022, the Company had an accumulated deficit of $242.5 million. As of November 14, 2022, the issuance date of the unaudited condensed consolidated financial statements, the Company believes that the cash and cash equivalents on hand and cash the Company obtained from the Merger and the PIPE Financing, together with cash the Company expects to generate from future operations, will be sufficient to meet the Company’s working capital and capital expenditure requirements for a period of at least twelve months. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies For a detailed discussion about the Company’s significant accounting policies and for further information on accounting updates adopted in the prior year, see Note 2, Summary of Significant Accounting Policies , to the audited consolidated financial statements in the 2021 Form 10-K. During the nine months ended September 30, 2022, there were no significant updates to the Company’s significant accounting policies other than as described below. Revenue - Variable Consideration The sales of 3D Printer systems under certain contracts may include variable consideration such that the Company is entitled to a rate per print hour used on the 3D Printer systems. The Company makes certain estimates in calculating the variable consideration, including amount of hours, the estimated life of the equipment and the discount rate. Although estimates may be made on a contract-by-contract basis, whenever possible, the Company uses all available information including historical customer usage and collection patterns to estimate variable consideration. The Company intends to update its estimates of variable consideration on a quarterly basis based on the latest data available, and adjust the transaction price accordingly by recording an adjustment to net revenue and contract assets. The Company has recognized the estimate of variable consideration to the extent that it is probable that a significant reversal will not occur as a result from a change in estimation. Recently Issued Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, “Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“Topic 326”)”, and has since released various amendments including ASU No. 2019-04. The guidance modifies the measurement of expected credit losses on certain financial instruments. This guidance is effective for the Company for the fiscal year beginning after December 15, 2022. Early adoption is permitted. The Company is currently assessing the impact of the guidance on its consolidated financial statements and disclosures. In July 2021, the FASB issued ASU 2021-05, “Leases (“Topic 842”) Lessors — Certain Leases with Variable Lease Payments”, that amends the lessor’s lease classification for leases that include any amount of variable lease payments that are not variable lease payments that do not depend on an index or a rate as an operating lease at lease commencement if classifying the lease as a sales-type lease or a direct financing lease would result in the recognition of a selling loss. This guidance is effective for the Company for the fiscal year beginning after December 15, 2021, and interim periods within those fiscal years. Early adoption is permitted. The Company adopted the new guidance in the first quarter of 2022. The effect on the consolidated financial statements and related disclosures is not material. |
Reverse Recapitalization
Reverse Recapitalization | 9 Months Ended |
Sep. 30, 2022 | |
Reverse Recapitalization [Abstract] | |
Reverse Recapitalization | Reverse Recapitalization On September 29, 2021, Spitfire Merger Sub, Inc. (“Merger Sub”) merged with Legacy Velo3D, with Legacy Velo3D surviving as a wholly-owned subsidiary of Velo3D. Immediately prior to the closing of the Merger: • all issued and outstanding 6,738,651 shares of Legacy Velo3D outstanding Series A redeemable convertible preferred stock was converted into an equivalent number of shares of Legacy Velo3D common stock on a 1:2.178 basis; • all issued and outstanding 8,386,456 shares of Legacy Velo3D outstanding Series B redeemable convertible preferred stock was converted into an equivalent number of shares of Legacy Velo3D common stock on a 1:2.273 basis; • all issued and outstanding 8,513,343 shares of Legacy Velo3D outstanding Series C redeemable convertible preferred stock was converted into an equivalent number of shares of Legacy Velo3D common stock on a 1:2.372 basis; and • all issued and outstanding 101,042,757 shares of Legacy Velo3D outstanding Series D redeemable convertible preferred stock was converted into an equivalent number of shares of Legacy Velo3D common stock on a 1:1.000 basis. In connection with the Merger, shares of Legacy Velo3D redeemable convertible preferred stock were converted into an equivalent number of shares of Legacy Velo3D common stock at their respective conversion ratios and concurrently recast into 126,310,700 shares of common stock. As of September 29, 2021 and after giving effect to the Exchange Ratio, there were 183,163,826 shares of common stock outstanding, comprised of the 126,310,700 shares of common stock issued in respect of the Legacy Velo3D redeemable convertible preferred stock, 16,443,994 shares of common stock issued in respect of Legacy Velo3D common stock, and 40,409,132 shares of common stock issued to public shareholders of JAWS Spitfire, the JAWS Spitfire initial shareholders, and third-party PIPE Investors (as defined below). At the Merger, eligible former Legacy Velo3D equity holders received or had the right to receive shares of common stock at a deemed value of $10.00 per share after giving effect to the Exchange Ratio of 0.8149 as defined in the Business Combination Agreement, dated as of March 22, 2021, by and among JAWS Spitfire, Merger Sub and Legacy Velo3D, as amended by Amendment #1 to Business Combination Agreement dated as of July 20, 2021 (the “Business Combination Agreement”). Accordingly, immediately following the consummation of the Merger, Legacy Velo3D common stock exchanged into 142,754,694 shares of common stock, 66,830,878 shares of common stock were reserved for the issuance of common stock upon the potential future exercise of Legacy Velo3D stock options, common stock warrants, and shares of common stock issuable under the Company’s employee stock purchase plan. In connection with the execution of the Business Combination Agreement, JAWS Spitfire entered into separate subscription agreements (each a “Subscription Agreement”) with a number of investors (each a “PIPE Investor”), pursuant to which the PIPE Investors agreed to purchase, and JAWS Spitfire agreed to sell to the PIPE Investors, an aggregate of 15,500,000 shares of common stock (the “PIPE Shares”), for a purchase price of $10.00 per share and an aggregate purchase price of $155.0 million, in a private placement pursuant to the Subscription Agreements (the “PIPE Financing”). The PIPE Financing closed simultaneously with the consummation of the Merger. In connection with the Merger, 8,625,000 of JAWS Spitfire Class B ordinary shares originally purchased by Spitfire Sponsor LLC (“the Sponsor”) were exchanged for shares of common stock prior to the Closing (the “Founder Shares”). Pursuant to JAWS Spitfire’s Articles of Association, JAWS Spitfire’s public shareholders were entitled to elect to redeem their public shares for cash even if they had approved the Merger. As of September 24, 2021, the final day of the redemption period, public shareholders had redeemed 18,215,868 Class A ordinary shares of JAWS Spitfire for cash at the redemption price of $10.00 per share, based on funds held in the trust account for an aggregate payment of $182.2 million (the “Redemptions”). The number of shares of common stock issued immediately following the consummation of the Merger was: Shares Public shares, outstanding prior to Merger 34,500,000 Less redemption of public shares (18,215,868) Public shares following redemptions 16,284,132 Shares issued in PIPE Financing 15,500,000 Public shares and PIPE Financing Shares 31,784,132 Founder Shares 8,625,000 Legacy Velo3D shares (1) 142,754,694 Total shares of common stock immediately after Merger 183,163,826 (1) Upon consummation of the Merger, 175,173,445 Legacy Velo3D shares were exchanged at the Exchange Ratio and fractional shares were rounded to whole shares. The Merger was accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, JAWS Spitfire was treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the financial statements of Velo3D are represented as a continuation of the financial statements of Legacy Velo3D, with the Merger being treated as the equivalent of Legacy Velo3D issuing stock for the net assets of JAWS Spitfire, accompanied by a recapitalization. The net assets of JAWS Spitfire are stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Merger are those of Legacy Velo3D in future reports. Legacy Velo3D has been determined to be the accounting acquirer based on evaluation of the following facts and circumstances as of the Closing: (1) Legacy Velo3D’s stockholders have a majority of the voting power of Velo3D; (2) the board of directors of Velo3D initially had twelve members, and Legacy Velo3D had the ability to nominate the majority of the initial members of the board of directors; (3) Legacy Velo3D’s senior management is the senior management of Velo3D and is responsible for day-to-day operations; (4) Velo3D has assumed the Velo3D name; and (5) the current strategy and operations of Velo3D continue to be Legacy Velo3D’s strategy and operations to develop the next generation of AM printers. In connection with the Merger and the PIPE Financing, the Company received $298.2 million of gross proceeds including the contribution of $345.0 million of cash held in JAWS Spitfire’s trust account from its initial public offering (the “IPO”), redemptions of JAWS Spitfire public shareholders of $182.2 million, and $155.0 million of cash in connection with the PIPE Financing. The gross proceeds were net of $19.6 million of costs incurred by JAWS Spitfire prior to the Closing. The Company incurred $19.9 million of transaction costs, consisting of banking, legal, and other professional fees, of which $19.1 million was recorded as a reduction to additional paid-in capital of proceeds (“APIC”), and the remaining $0.8 million was expensed in the condensed statements of operations. The total net cash proceeds to the Company were $278.3 million. |
Basic and Diluted Net Income (L
Basic and Diluted Net Income (Loss) per Share | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Net Income (Loss) per Share | Basic and Diluted Net Income (Loss) per Share Basic net income (loss) per share is computed based on the weighted average number of shares of common stock outstanding. Diluted net income (loss) per share is computed based on the weighted average number of shares of common stock outstanding, increased by the number of additional shares that would have been outstanding had the potentially dilutive shares of common stock been issued. The Company applies the treasury stock method to determine the dilutive effect of potentially dilutive securities. The following table sets forth the computation of the Company’s basic and diluted net income (loss) per share attributable to common stockholders: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 (In thousands, except share and per share data) Numerator: Net loss $ (75,195) $ (66,578) $ (12,587) $ (92,663) Denominator: Basic weighted average shares outstanding 185,560,177 19,793,863 184,454,371 17,348,557 Diluted weighted average shares outstanding 185,560,177 19,793,863 184,454,371 17,348,557 Net loss per share Basic $ (0.41) $ (3.36) $ (0.07) $ (5.34) Diluted $ (0.41) $ (3.36) $ (0.07) $ (5.34) The following potentially dilutive shares of common stock equivalents “on an as-converted basis” were excluded from the computation of diluted net income (loss) per share attributable to common stockholders as including them would have had an antidilutive effect: Three Months Ended September 30, Nine Months Ended 2022 2021 2022 2021 Common stock warrants 13,145,000 13,075,000 13,145,000 13,075,000 Restricted stock units 6,198,472 — 6,198,472 Common stock options 17,731,063 21,342,660 17,731,063 21,342,660 Total potentially dilutive common share equivalents 37,074,535 34,417,660 37,074,535 34,417,660 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The Company’s assets and liabilities that were measured at fair value on a recurring basis were as follows: Fair Value Measured as of September 30, 2022 Level 1 Level 2 Level 3 Total (In thousands) Assets Money market funds (i) $ 39,215 $ — $ — $ 39,215 U.S. Treasury securities (ii) 35,131 — — 35,131 Corporate bonds (ii) — 37,347 — 37,347 Total financial assets $ 74,346 $ 37,347 $ — $ 111,693 Liabilities Common stock warrant liabilities (Public) (iii) $ 6,986 $ — $ — $ 6,986 Common stock warrant liabilities (Private Placement) (iii) — — 3,605 3,605 Common stock warrant liabilities (2022 Private Warrant) (iii) 245 245 Contingent earnout liabilities — — 53,377 53,377 Total financial liabilities $ 6,986 $ — $ 57,227 $ 64,213 Fair Value Measured as of December 31, 2021 Level 1 Level 2 Level 3 Total (In thousands) Assets Money market funds (i) $ 207,471 $ — $ — $ 207,471 U.S. Treasury securities (ii) 8,141 — — 8,141 Corporate bonds (ii) — 7,342 — 7,342 Total financial assets $ 215,612 $ 7,342 $ — $ 222,954 Liabilities Common stock warrant liabilities (Public) (iii) $ 14,318 $ — $ — $ 14,318 Common stock warrant liabilities (Private Placement) (iii) — — 7,387 7,387 Contingent earnout liabilities — — 111,487 111,487 Total financial liabilities $ 14,318 $ — $ 118,874 $ 133,192 (i) Included in cash and cash equivalents on the condensed consolidated balance sheets. (ii) Included in short-term investments on the condensed consolidated balance sheets. (iii) Included in warrant liabilities on the condensed consolidated balance sheets. The money market funds are classified as cash and cash equivalents on the condensed consolidated balance sheets. The aggregate fair value of the Company’s money market funds approximated amortized cost and, as such, there were no unrealized gains or losses on money market funds as of September 30, 2022 and December 31, 2021. Realized gains and losses, net of tax, were not material for any period presented. As of September 30, 2022 and December 31, 2021, the Company had no investments with a contractual maturity of greater than one year. The following table presents a rollforward of the Level 3 assets and liabilities measured at fair value on a recurring basis: Redeemable convertible preferred stock warrant liabilities Private placement warrant liabilities 2022 Private Warrant Contingent earnout liabilities (In thousands) Three Months Ended September 30, 2022 Fair value as of June 30, 2022 $ — $ 1,380 $ — $ 12,492 Issuance of warrant — — 170 — Change in fair value — 2,225 75 40,885 Fair value as of September 30, 2022 $ — $ 3,605 $ 245 $ 53,377 Nine months ended September 30, 2022 Fair value as of January 1, 2022 $ — $ 7,387 $ — $ 111,487 Issuance of warrant — — 170 — Change in fair value — (3,782) 75 (58,110) Fair value as of September 30, 2022 $ — $ 3,605 $ 245 $ 53,377 Three Months Ended September 30, 2021 Fair value as of June 30, 2021 $ 1,922 $ — $ — $ — Private placement warrant liabilities acquired as part of the reverse recapitalization — 7,165 — — Contingent earnout liabilities recognized upon the closing of the reverse recapitalization — — — 120,763 Exercise of warrants (899) — — — Change in fair value (1,023) (312) — (2,014) Fair value as of September 30, 2021 $ — $ 6,853 $ — $ 118,749 Nine months ended September 30, 2021 Fair value as of January 1, 2021 $ 181 $ — $ — $ — Private placement warrant liabilities acquired as part of the reverse recapitalization — 7,165 — — Contingent earnout liabilities recognized upon the closing of the reverse recapitalization — — — 120,763 Exercise of warrants (899) — — — Change in fair value 718 (312) — (2,014) Fair value as of September 30, 2021 $ — $ 6,853 $ — $ 118,749 The fair value of the private placement warrant liability, the 2022 Private Warrant (see Note 12, Equity Instruments ), redeemable convertible preferred stock warrant liability and contingent earnout liability are based on significant unobservable inputs, which represent Level 3 measurements within the fair value hierarchy. In determining the fair value of the private placement warrant liability the Company used the the Monte Carlo Simulation Model that assumes optimal exercise of the Company’s redemption option at the earliest possible date. In determining the fair value of the redeemable convertible preferred stock warrant liability, the Company used the Black-Scholes option pricing model to estimate the fair value using unobservable inputs including the expected term, expected volatility, risk-free interest rate and dividend yield (see Note 12, Equity Instruments ). In determining the fair value of the 2022 Private Warrant, the Company used the Black-Scholes option pricing model to estimate the fair value using unobservable inputs including the expected term, expected volatility, risk-free interest rate and dividend yield (see Note 12, Equity Instruments). In determining the fair value of the contingent earnout liability, the Company used the Monte Carlo simulation valuation model using a distribution of potential outcomes on a weekly basis over the applicable earnout period using the most reliable information available (see Note 12, Equity Instruments ). |
Investments
Investments | 9 Months Ended |
Sep. 30, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments | Investments Available-for-sale Investments The Company began investing in available-for-sale (“AFS”) investments in the fourth quarter of 2021. The following table summarizes our AFS investments. These are classified as "Short-term investments" on the condensed consolidated balance sheets. September 30, 2022 Amortized Cost Gross Unrealized Gain Gross Unrealized Loss Fair Value (In thousands) U.S. Treasury securities $ 35,719 $ — $ (588) $ 35,131 Corporate bonds 37,894 — (547) 37,347 Total available-for-sale investments $ 73,613 $ — $ (1,135) $ 72,478 December 31, 2021 Amortized Cost Gross Unrealized Gain Gross Unrealized Loss Fair Value (In thousands) U.S. Treasury securities $ 8,154 $ — $ (13) $ 8,141 Corporate bonds 7,343 1 (2) 7,342 Total available-for-sale investments $ 15,497 $ 1 $ (15) $ 15,483 The following table presents the breakdown of the AFS investments in an unrealized loss position as of September 30, 2022 and December 31, 2021, respectively. September 30, 2022 December 31, 2021 Fair Value Gross Unrealized Loss Fair Value Gross Unrealized Loss (In thousands) U.S. Treasury securities Less than 12 months $ 35,131 $ (588) $ 8,141 $ 13 Total $ 35,131 $ (588) $ 8,141 $ 13 Corporate bonds Less than 12 months $ 37,347 $ (547) $ 5,640 $ 2 Total $ 37,347 $ (547) $ 5,640 $ 2 The Company does not believe these AFS investments to be other-than-temporarily impaired as of September 30, 2022 and December 31, 2021. There were no material realized gains or losses on AFS investments during the three and nine months ended September 30, 2022 and September 30, 2021. There were no AFS investments with maturities greater than 12 months at September 30, 2022. Actual maturities may differ from the contractual maturities because the Company may sell these investments prematurely. |
Balance Sheet Components
Balance Sheet Components | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Balance Sheet Components | Balance Sheet Components Accounts Receivable, Net Accounts receivable, net consisted of the following: September 30, December 31, 2022 2021 (In thousands) Trade Receivables $ 20,989 $ 12,845 Less: Allowances for Doubtful Accounts (67) (67) Total $ 20,922 $ 12,778 Inventories Inventories consisted of the following: September 30, December 31, 2022 2021 (In thousands) Raw materials $ 51,751 $ 16,594 Work-in-progress 17,562 5,885 Total $ 69,313 $ 22,479 Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following: September 30, December 31, 2022 2021 (In thousands) Prepaid insurance and other $ 1,920 $ 5,326 Vendor prepayments 2,703 4,132 Total $ 4,623 $ 9,458 Property and Equipment, Net Property and equipment, net consisted of the following: September 30, December 31, 2022 2021 (In thousands) Computers and software $ 2,084 $ 1,397 Lab equipment and other equipment 6,467 2,283 Furniture and fixtures 181 88 Leasehold improvements 15,131 2,771 Construction in progress 171 6,273 Total property, plant and equipment 24,034 12,812 Less accumulated depreciation and amortization (4,826) (2,766) Property, plant and equipment, net $ 19,208 $ 10,046 Depreciation expense for the three months ended September 30, 2022 and 2021 was $0.9 million and $0.4 million, respectively. Depreciation expense for the nine months ended September 30, 2022 and 2021 was $2.1 million and $0.8 million, respectively. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following: September 30, December 31, 2022 2021 (In thousands) Accrued expenses $ 10,711 $ 3,015 Accrued salaries and benefits 6,333 4,143 Lease liability – current portion 2,638 2,256 Total Accrued expenses and other current liabilities $ 19,682 $ 9,414 Other noncurrent liabilities consisted of the following: September 30, December 31, 2022 2021 (In thousands) Lease liabilities - noncurrent portion $ 13,214 $ 9,184 Other noncurrent liabilities 1,013 308 Total other noncurrent liabilities $ 14,227 $ 9,492 Please refer to Note 12, Equity Instruments, |
Equipment on Lease, Net
Equipment on Lease, Net | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Equipment on Lease, Net | Equipment on Lease, Net The equipment leased to customers had a cost basis of $9.4 million and accumulated depreciation of $1.3 million as of September 30, 2022. The equipment leased to customers had a cost basis of $9.3 million and accumulated depreciation of $0.9 million as of December 31, 2021. Total lease revenue earned for the three months ended September 30, 2022 and 2021 was $0.9 million and $0.6 million, respectively. Total lease revenue earned for the nine months ended September 30, 2022 and 2021 was $2.6 million and $1.2 million, respectively. The total depreciation expense was $0.3 million and $0.2 million included in cost of revenue for the three months ended September 30, 2022 and 2021, respectively. The total depreciation expense was $1.3 million and $0.5 million included in cost of revenue for the nine months ended September 30, 2022 and 2021, respectively. During the three months ended September 30, 2022, the Company had one equipment on lease returned at the end of their operating lease term and immediately leased to another customer and one system was sold through the exercise of the lease's purchase option. The Company entered into debt secured by certain leased equipment to customers. See Note 10, Long-term Debt, for a description of these financing arrangements. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Leases | Leases The Company leases its office and manufacturing facilities under five non-cancellable operating leases which expire in 2023 to 2027. The agreements include a provision for renewal at the then prevailing market rate for terms specified in each lease. During the three months ended September 30, 2022, the manufacturing facility operating lease was re-measured in accordance with ASC 842, Leases, as management’s intent is to exercise the renewal option at the end of the lease term due to the significant leasehold improvement investments made to the facility. Total right-of-use (“ROU”) assets and lease liabilities are as follows: September 30, December 31, 2022 2021 (In thousands) Right-of-use assets: Net book value (Other assets) $ 15,092 $ 11,073 Operating lease liabilities: Current (Accrued expense and other current liabilities) $ 2,604 $ 2,222 Noncurrent (Other noncurrent liabilities) 13,200 9,143 15,804 11,365 Financing lease liabilities: Current (Accrued expense and other current liabilities) $ 34 $ 33 Noncurrent (Other noncurrent liabilities) 14 41 $ 48 $ 74 Total lease liabilities $ 15,852 $ 11,439 There were no impairments recorded related to these assets as of September 30, 2022 and December 31, 2021. Information about lease-related balances were as follows: Three Months Ended Nine Months Ended 2022 2021 2022 2021 (In thousands, except years and percentages) Operating lease expense $ 721 $ 208 $ 2,156 $ 511 Financing lease expense 9 9 27 22 Short-term lease expense 95 41 262 76 Total lease expense $ 825 $ 258 $ 2,445 $ 609 Cash paid for leases $ 689 $ 178 $ 1,653 $ 805 Weighted – average remaining lease term – operating leases (years) 4.3 2.9 4.3 2.9 Weighted – average discount rate – operating leases 8.6% 4.4% 8.6% 4.4% Maturity of operating lease liabilities as of September 30, 2022 are as follows: (In thousands) Remainder of 2022 $ 707 2023 2,786 2024 2,730 2025 2,266 2026 2,313 Thereafter 13,670 Total operating lease payments $ 24,472 Less portion representing imputed interest (8,668) Total operating lease liabilities $ 15,804 Less current portion 2,604 Long-term portion $ 13,200 |
Leases | Leases The Company leases its office and manufacturing facilities under five non-cancellable operating leases which expire in 2023 to 2027. The agreements include a provision for renewal at the then prevailing market rate for terms specified in each lease. During the three months ended September 30, 2022, the manufacturing facility operating lease was re-measured in accordance with ASC 842, Leases, as management’s intent is to exercise the renewal option at the end of the lease term due to the significant leasehold improvement investments made to the facility. Total right-of-use (“ROU”) assets and lease liabilities are as follows: September 30, December 31, 2022 2021 (In thousands) Right-of-use assets: Net book value (Other assets) $ 15,092 $ 11,073 Operating lease liabilities: Current (Accrued expense and other current liabilities) $ 2,604 $ 2,222 Noncurrent (Other noncurrent liabilities) 13,200 9,143 15,804 11,365 Financing lease liabilities: Current (Accrued expense and other current liabilities) $ 34 $ 33 Noncurrent (Other noncurrent liabilities) 14 41 $ 48 $ 74 Total lease liabilities $ 15,852 $ 11,439 There were no impairments recorded related to these assets as of September 30, 2022 and December 31, 2021. Information about lease-related balances were as follows: Three Months Ended Nine Months Ended 2022 2021 2022 2021 (In thousands, except years and percentages) Operating lease expense $ 721 $ 208 $ 2,156 $ 511 Financing lease expense 9 9 27 22 Short-term lease expense 95 41 262 76 Total lease expense $ 825 $ 258 $ 2,445 $ 609 Cash paid for leases $ 689 $ 178 $ 1,653 $ 805 Weighted – average remaining lease term – operating leases (years) 4.3 2.9 4.3 2.9 Weighted – average discount rate – operating leases 8.6% 4.4% 8.6% 4.4% Maturity of operating lease liabilities as of September 30, 2022 are as follows: (In thousands) Remainder of 2022 $ 707 2023 2,786 2024 2,730 2025 2,266 2026 2,313 Thereafter 13,670 Total operating lease payments $ 24,472 Less portion representing imputed interest (8,668) Total operating lease liabilities $ 15,804 Less current portion 2,604 Long-term portion $ 13,200 |
Long-Term Debt
Long-Term Debt | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt Long-term debt consisted of the following: September 30, December 31, 2022 2021 (In thousands) Revolving credit line $ 3,000 $ 3,000 Equipment loan 3,489 5,089 Deferred financing costs (179) (19) Total $ 6,310 $ 8,070 Debt – current portion 1,954 5,114 Long-term debt – less current portion $ 4,356 $ 2,956 The Company’s banking arrangements include three facilities and a revolving credit line with its primary bank. For a full description of these banking arrangements, see Note 15, Long-Term Debt , in the audited consolidated financial statements included in the 2021 Form 10-K. These loans contain customary representations and warranties, reporting covenants, events of default and termination provisions. The affirmative covenants include, among other things, that the Company furnish monthly financial statements, a yearly budget, timely files taxes, maintains good standing and government compliance, maintains liability and other insurance and furnishes audited financial statements no later than the date of delivery to the Board of Directors. The Company amortizes deferred financing costs over the life of the borrowing. As of September 30, 2022 and December 31, 2021, the remaining unamortized balance of deferred financing costs was less than $0.2 million and less than $0.1 million, respectively, and was included in Debt — current portion on the balance sheets. Revolving Credit Line — In May 2021, the Company executed the third amended and restated loan and security agreement and a mezzanine loan and security agreement with Silicon Valley Bank, the Company’s primary lender, which included a $10.0 million revolving credit line and an $8.5 million secured equipment loan facility (see below). In August 2021, the Company drew $3.0 million on revolving credit facility, with a variable interest rate of the greater of 5.75% or Prime plus 2.50% and a term of 10 months. The Company had $27.0 million of the revolving credit line undrawn as of September 30, 2022. The effective interest rate was 5.8% and 5.2% for the three and nine months ended September 30, 2022, respectively. The loan fees were less than $0.2 million as of September 30, 2022. On May 13, 2022, the Company entered into a first loan modification agreement that made certain modifications to the third amended and restated loan and security agreement. The first loan modification agreement, among other things, extended the maturity date of the revolving line of credit from May 14, 2022 to June 13, 2022, and included a limited waiver of a default related to the Company’s failure to maintain revenue of at least $25 million for the six month period ending March 31, 2022. On June 13, 2022, the Company entered into a second loan modification agreement that made certain modifications to the third amended and restated loan and security agreement, as amended. The second loan modification agreement, among other things, extended the maturity date of the revolving line of credit from June 13, 2022 to July 14, 2022. On July 11, 2022, the Company entered into a third loan modification agreement that made certain modifications to the third amended and restated loan and security agreement, as amended. The third loan modification agreement, among other things, extended the maturity date of the Company’s revolving line of credit to September 11, 2022. On July 25, 2022, the Company entered into a joinder and fourth loan modification agreement that made certain modifications to its third amended and restated loan and security agreement, as amended. The joinder and fourth loan modification agreement, among other things, amended the third amended and restated loan and security agreement to (i) increase the amount of the revolving credit line to $30.0 million, and (ii) extend the maturity date of the revolving credit line to December 31, 2024. Interest on the outstanding balance of the revolving credit line is payable monthly at an annual rate of the Wall Street Journal Prime Rate plus 0.25% when the Company’s Adjusted Quick Ratio (“AQR”) is less than or equal to 1.50, and plus 0.75% when the Company’s AQR is greater than 1.50. Equipment Loan — On December 17, 2020, the Company executed the second amended and restated loan and security agreement, which included an equipment loan facility for up to $8.5 million secured by the equipment leased to customers. The facility has a variable interest rate of the greater of Prime rate or 3.25%. During the year ended December 31, 2021, the Company executed seven additional advances on the facility for $5.6 million secured by equipment leased to customers. For the nine months ended September 30, 2022, $1.6 million in principal payments were paid. As of September 30, 2022, the outstanding balance was $3.5 million. As of September 30, 2022, the deferred loans fees associated with the debt issuance was less than $0.1 million. The effective interest rate was 5.5% and 2.8% for the three months ended September 30, 2022 and 2021, respectively, and 4.1% and 2.4% for the nine months ended September 30, 2022 and 2021, respectively. The future minimum aggregate payments for the above borrowings are as follows as of September 30, 2022: (In thousands) Less than 1 year $ 1,954 1-3 years 4,356 $ 6,310 Convertible Note Issued in 2021 On January 4, 2021, concurrent with the Legacy Velo3D Series D redeemable convertible preferred stock issuance, the Company issued a convertible note at a principal amount of $5.0 million with a maturity date of January 3, 2023. Interest accrued on the convertible note at 1.28% per annum. In September 2021, the convertible promissory note agreement was amended to reflect an automatic conversion to Legacy Velo3D Series D redeemable convertible preferred stock upon a change in control. The modification was accounted for as a debt extinguishment per ASC 470-50 Debt and resulted in a $50.6 million fair value adjustment to the $5.0 million convertible promissory note. The convertible note converted automatically in connection with the Merger. The note conversion price of $0.74 per share resulted in a conversion into 6,820,022 shares of Legacy Velo3D Series D redeemable convertible preferred stock immediately prior to Closing, which were subsequently converted from Legacy Velo3D Series D redeemable convertible preferred stock into Legacy Velo3D common stock and at the Exchange Ratio of 0.8149 for 5,557,864 shares of common stock at the Closing. There was no purchase discount offered to the note holder. |
Convertible Notes Payable
Convertible Notes Payable | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payable | Long-Term Debt Long-term debt consisted of the following: September 30, December 31, 2022 2021 (In thousands) Revolving credit line $ 3,000 $ 3,000 Equipment loan 3,489 5,089 Deferred financing costs (179) (19) Total $ 6,310 $ 8,070 Debt – current portion 1,954 5,114 Long-term debt – less current portion $ 4,356 $ 2,956 The Company’s banking arrangements include three facilities and a revolving credit line with its primary bank. For a full description of these banking arrangements, see Note 15, Long-Term Debt , in the audited consolidated financial statements included in the 2021 Form 10-K. These loans contain customary representations and warranties, reporting covenants, events of default and termination provisions. The affirmative covenants include, among other things, that the Company furnish monthly financial statements, a yearly budget, timely files taxes, maintains good standing and government compliance, maintains liability and other insurance and furnishes audited financial statements no later than the date of delivery to the Board of Directors. The Company amortizes deferred financing costs over the life of the borrowing. As of September 30, 2022 and December 31, 2021, the remaining unamortized balance of deferred financing costs was less than $0.2 million and less than $0.1 million, respectively, and was included in Debt — current portion on the balance sheets. Revolving Credit Line — In May 2021, the Company executed the third amended and restated loan and security agreement and a mezzanine loan and security agreement with Silicon Valley Bank, the Company’s primary lender, which included a $10.0 million revolving credit line and an $8.5 million secured equipment loan facility (see below). In August 2021, the Company drew $3.0 million on revolving credit facility, with a variable interest rate of the greater of 5.75% or Prime plus 2.50% and a term of 10 months. The Company had $27.0 million of the revolving credit line undrawn as of September 30, 2022. The effective interest rate was 5.8% and 5.2% for the three and nine months ended September 30, 2022, respectively. The loan fees were less than $0.2 million as of September 30, 2022. On May 13, 2022, the Company entered into a first loan modification agreement that made certain modifications to the third amended and restated loan and security agreement. The first loan modification agreement, among other things, extended the maturity date of the revolving line of credit from May 14, 2022 to June 13, 2022, and included a limited waiver of a default related to the Company’s failure to maintain revenue of at least $25 million for the six month period ending March 31, 2022. On June 13, 2022, the Company entered into a second loan modification agreement that made certain modifications to the third amended and restated loan and security agreement, as amended. The second loan modification agreement, among other things, extended the maturity date of the revolving line of credit from June 13, 2022 to July 14, 2022. On July 11, 2022, the Company entered into a third loan modification agreement that made certain modifications to the third amended and restated loan and security agreement, as amended. The third loan modification agreement, among other things, extended the maturity date of the Company’s revolving line of credit to September 11, 2022. On July 25, 2022, the Company entered into a joinder and fourth loan modification agreement that made certain modifications to its third amended and restated loan and security agreement, as amended. The joinder and fourth loan modification agreement, among other things, amended the third amended and restated loan and security agreement to (i) increase the amount of the revolving credit line to $30.0 million, and (ii) extend the maturity date of the revolving credit line to December 31, 2024. Interest on the outstanding balance of the revolving credit line is payable monthly at an annual rate of the Wall Street Journal Prime Rate plus 0.25% when the Company’s Adjusted Quick Ratio (“AQR”) is less than or equal to 1.50, and plus 0.75% when the Company’s AQR is greater than 1.50. Equipment Loan — On December 17, 2020, the Company executed the second amended and restated loan and security agreement, which included an equipment loan facility for up to $8.5 million secured by the equipment leased to customers. The facility has a variable interest rate of the greater of Prime rate or 3.25%. During the year ended December 31, 2021, the Company executed seven additional advances on the facility for $5.6 million secured by equipment leased to customers. For the nine months ended September 30, 2022, $1.6 million in principal payments were paid. As of September 30, 2022, the outstanding balance was $3.5 million. As of September 30, 2022, the deferred loans fees associated with the debt issuance was less than $0.1 million. The effective interest rate was 5.5% and 2.8% for the three months ended September 30, 2022 and 2021, respectively, and 4.1% and 2.4% for the nine months ended September 30, 2022 and 2021, respectively. The future minimum aggregate payments for the above borrowings are as follows as of September 30, 2022: (In thousands) Less than 1 year $ 1,954 1-3 years 4,356 $ 6,310 Convertible Note Issued in 2021 On January 4, 2021, concurrent with the Legacy Velo3D Series D redeemable convertible preferred stock issuance, the Company issued a convertible note at a principal amount of $5.0 million with a maturity date of January 3, 2023. Interest accrued on the convertible note at 1.28% per annum. In September 2021, the convertible promissory note agreement was amended to reflect an automatic conversion to Legacy Velo3D Series D redeemable convertible preferred stock upon a change in control. The modification was accounted for as a debt extinguishment per ASC 470-50 Debt and resulted in a $50.6 million fair value adjustment to the $5.0 million convertible promissory note. The convertible note converted automatically in connection with the Merger. The note conversion price of $0.74 per share resulted in a conversion into 6,820,022 shares of Legacy Velo3D Series D redeemable convertible preferred stock immediately prior to Closing, which were subsequently converted from Legacy Velo3D Series D redeemable convertible preferred stock into Legacy Velo3D common stock and at the Exchange Ratio of 0.8149 for 5,557,864 shares of common stock at the Closing. There was no purchase discount offered to the note holder. |
Equity Instruments
Equity Instruments | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Equity Instruments | Equity Instruments Common stock The holders of common stock are entitled to one vote for each share held of record on all matters submitted to a vote of the stockholders but are not entitled to cumulative voting rights, have the right to appoint two directors to the Company’s Board of Directors, are entitled to receive ratably such dividends as may be declared by the Company’s Board of Directors out of funds legally available therefor subject to preferences that may be applicable to any shares of redeemable convertible preferred stock currently outstanding or issued in the future, are entitled to share ratably in all assets remaining after payment of liabilities and the liquidation preference of any then outstanding redeemable convertible preferred stock in the event of the Company’s liquidation, dissolution, or winding up, have no preemptive rights and no right to convert their common stock into any other securities, and have no redemption or sinking fund provisions applicable to the common stock. Common Stock Reserved for Future Issuance Shares of common stock reserved for issuance on an “as if converted” basis were as follows: September 30, December 31, 2022 2021 (share data) Common stock warrants 13,145,000 13,075,000 Restricted stock units issued and outstanding 6,198,472 4,041,346 Stock options issued and outstanding 17,731,063 21,191,226 Shares available for future grant under 2021 Equity Incentive Plan 24,749,094 17,533,471 Reserved for employee stock purchase plan 5,495,601 3,663,277 Total shares of common stock reserved 67,319,230 59,504,320 The shares available for future grant under the Company’s 2021 Equity Incentive Plan include un-exercised stock options (vested and unvested) and unvested restricted stock units (RSUs) as of September 30, 2022 and December 31, 2021. Warrant liabilities Warrants for common stock of 13,145,000 and 13,075,000 were exercisable 1-to-1 as of September 30, 2022 and December 31, 2021, respectively. Warrants - Common Stock are equity classified and recorded at fair value on the issue date without further remeasurement. Private Placement Warrants, the 2022 Private Warrant and Public Warrants on common stock (as defined below) are liability classified and recorded at fair value on the issue date with periodic remeasurement. Warrants for shares of common stock consisted of the following: September 30, 2022 Issue Date Expiration Date Number of Warrants Exercise Price per warrant Fair Value on Issue Date per warrant Fair Value on September 30, 2022 (In thousands) Private placement warrants - Common Stock 12/02/2020 09/29/2026 4,450,000 $11.50 $2.00 3,605 2022 Private Warrant - Common Stock 07/25/2022 07/24/2034 70,000 $2.56 $2.43 245 Public warrants - Common Stock 12/02/2020 09/29/2026 8,625,000 $11.50 $3.30 6,986 13,145,000 $ 10,836 December 31, 2021 Issue Date Expiration Number of Exercise Fair Value on Issue Date per warrant Fair Value on December 31, 2021 (In thousands) Private placement warrants - Common Stock 12/02/2020 09/29/2026 4,450,000 $11.50 $2.00 7,387 Public warrants - Common Stock 12/02/2020 09/29/2026 8,625,000 $11.50 $3.30 14,318 13,075,000 $ 21,705 Private Placement Warrants - Common Stock Concurrently with JAWS Spitfire’s IPO, 4,450,000 warrants (the “Private Placement Warrants”) were issued to the Sponsor at $2.00 per warrant. Each Private Placement Warrant is exercisable to purchase one share of common stock at a price of $11.50 per share. Subject to certain exceptions, the Private Placement Warrants have terms and provisions that are identical to those of the Public Warrants. As of September 30, 2022, the number of Private Placement Warrants issued was 4,450,000. 2022 Private Warrant - Common Stock In conjunction with the joinder and fourth loan modification agreement on July 25, 2022, the Company issued to Silicon Valley Bank warrants to purchase up to 70,000 shares of the Company’s common stock at an exercise price of $2.56 per warrant share (the “ 2022 Private Warrant ”). The 2022 Private Warrant is exercisable until July 24, 2034 and allows cashless exercise in whole or part. Public Warrants - Common Stock In conjunction with the JAWS Spitfire IPO, 34,500,000 units were issued to public investors at $10.00 per unit. Each unit consisted of one JAWS Spitfire Class A ordinary share and one-fourth of one warrant (the “Public Warrants”). Each Public Warrant is exercisable to purchase shares of common stock at $11.50 per share. As of September 30, 2022, the number of Public Warrants issued was 8,625,000. The Public Warrants may only be exercised for a whole number of shares. The Public Warrants became exercisable on December 7, 2021. The Public Warrants will expire 5 years after the completion of the Merger or earlier upon redemption or liquidation. Private Placement Warrant, Public Warrants - Common Stock and 2022 Private Warrant Liabilities The issuance of the Private Placement Warrant and Public Warrant liabilities were accounted for upon the reverse recapitalization. See Note 3, Reverse Recapitalization . The 2022 Private Warrant was issued in connection with the joinder and fourth loan modification. See Note 10, Long-Term Debt . The liability for warrants on common stock carried at fair value was as follows: Nine Months Ended 2022 2021 (In thousands) Beginning Balance $ 21,705 $ — Issuance of warrants 170 21,051 Gain (loss) on fair value of warrants (11,039) (915) Ending Balance $ 10,836 $ 20,136 Three Months Ended 2022 2021 (In thousands) Beginning Balance $ 4,053 $ — Issuance of warrants 170 21,051 Gain (loss) on fair value of warrants 6,613 (915) Ending Balance $ 10,836 $ 20,136 The liabilities associated with the Private Placement Warrants and 2022 Private Warrant were subject to remeasurement at each balance sheet date using the Level 3 fair value inputs and the Public Warrants were subject to remeasurement at each balance sheet date using Level 1 fair value inputs for the three and nine months ended September 30, 2022 and September 31, 2021. As of September 30, 2022, the fair value of the Private Placement Warrant and 2022 Private Warrant liabilities take into account the traded stock price as the valuation date used as the underlying stock input, the contract terms, as well as multiple unobservable inputs such as risk-free interest rates, and expected volatility. Private Placement Warrant The fair value assumptions used in the Monte Carlo simulation model for the recurring valuation of the private placement common stock warrant liability were as follows: As of September 30, 2022 As of December 31, 2021 Current stock price $ 3.94 $ 7.81 Expected volatility 62.0 % 40.5 % Risk-free interest rate 4.2 % 1.2 % Dividend rate — % — % Expected Term (years) 4.00 4.75 Expected volatility: The volatility is determined iteratively, such that the concluded value of the Public Warrant is equal to the traded price. Risk-free interest rate: The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for zero-coupon U.S. Treasury notes with maturities corresponding to the expected term of the common stock warrants. Expected dividend yield: The expected dividend rate is zero as the Company currently has no history or expectation of declaring dividends on its common stock. Expected term: The expected term represents the period that the warrants are expected to be outstanding and is determined using the simplified method, which deems the term to be the average of the time to vesting and the contractual life of the common stock warrants. 2022 Private Warrant The fair value assumptions used in the Black-Scholes simulation model for the recurring valuation of the 2022 Private Warrant liability were as follows: As of September 30, 2022 Current stock price $ 3.94 Expected volatility 77.8 % Risk-free interest rate 3.8 % Dividend rate — % Expected Term (years) 11.82 Expected volatility: The volatility is determined iteratively, such that the concluded value of the 2022 Private Warrant is equal to the traded price of the Public Warrants. Risk-free interest rate: The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for zero-coupon U.S. Treasury notes with maturities corresponding to the expected term of the common stock warrants. Expected dividend yield: The expected dividend rate is zero as the Company currently has no history or expectation of declaring dividends on its common stock. Expected term: The expected term represents the period that the warrant is expected to be outstanding and is determined using the simplified method, which deems the term to be the average of the time to vesting and the contractual life of the warrant. Redeemable Convertible Preferred Stock Warrants Warrants on redeemable convertible preferred stock of Legacy Velo3D were issued to lenders in connection with borrowings. The fair value on the date of issue is recorded as a debt issue cost (contra-liability) and a liability because the warrant was liability classified. The fair value of the warrants are remeasured each reporting period using Level 3 inputs with the increase or decrease recorded in other income (expense), net in the statements of operations. The liability for warrants on redeemable convertible preferred stock (carried at fair value) was as follows: Three Months Ended Nine Months Ended 2021 2021 (In thousands) Beginning Balance $ 1,922 $ 181 Change in fair value (Other income (expense), net) (1,023) 718 Exercise of warrants (Redeemable preferred convertible stock) (899) (899) Ending Balance $ — $ — Contingent Earnout Liabilities In connection with the Reverse Recapitalization and pursuant to the Business Combination Agreement, eligible former Legacy Velo3D equity holders are entitled to receive additional shares of common stock upon the Company achieving certain Earnout Triggering Events (as described in the Business Combination Agreement) (the “Earnout Shares”). See Note 18, Equity Incentive Plans & Stock-Based Compensation , in the audited consolidated financial statements included in the 2021 Form 10-K for further discussion on the contingent earnout liability. The change in fair value of contingent earnout liabilities are recognized in the condensed consolidated statement of operations. The rollforward for the contingent earnout liabilities was as follows: Nine Months Ended 2022 Beginning Balance $ 111,487 Gain on fair value of contingent earnout liabilities (58,110) Ending Balance $ 53,377 Assumptions used in the fair value of the contingent earnout liabilities are described below. As of September 30, 2022 As of December 31, 2021 Current stock price $3.94 $7.81 Expected volatility 78.6% 52.5% Risk-free interest rate 4.2% 1.2% Dividend yield —% —% Expected Term (years) 4.00 4.75 Expected volatility: The expected volatility was derived from the implied volatility of Velo3D’s Public Warrants. The implied volatility is determined iteratively, such that the concluded value of the Public Warrant is equal to the traded price using a Monte Carlo Simulation. Additionally, the historical traded prices of the Guideline Public Comparables (“GPC”) are relied upon to calculate an estimate of volatility for the Company. Volatility for each comparable is calculated as the annualized standard deviation of continuously compounded returns. The selected GPC have been identified as comparables as they operate in a similar industry to that of Velo3D. Additionally, the Company’s trading volatility was considered as of September 30, 2022, with a 33% weighting as there is limited trading data available as of the valuation date. A blended weighting of the three different volatility scenarios is utilized to arrive at the conclusion. The Company intends to reevaluate this assumption in subsequent quarters. Risk-free interest rate: The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for zero-coupon U.S. Treasury notes with maturities corresponding to the expected term of the Earnout Shares. Expected dividend yield: The expected dividend rate is zero as the Company currently has no history or expectation of declaring dividends on its common stock. Expected term: The expected term represents the period that the Company’s stock-based awards are expected to be outstanding and is determined using the simplified method, which deems the term to be the average of the time to vesting and the contractual life of the Earnout Shares. |
Equity Incentive Plans and Stoc
Equity Incentive Plans and Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Equity Incentive Plans and Stock-Based Compensation | Equity Incentive Plans and Stock-Based Compensation In 2014, the Company adopted its 2014 equity incentive plan (the “2014 Plan”), which provided for the granting of stock options, restricted stock awards and stock appreciation rights to employees, directors, and consultants of the Company. Awards granted under the 2014 Plan generally expire 10 years from the date of grant, or earlier if services are terminated. The exercise price of stock options grants shall not be less than 110% of the estimated fair value of the shares on the date of grant, respectively, as determined by Legacy Velo3D’s board of directors. Awards generally vest based on continuous service over four years. Awards forfeited, cancelled, or repurchased generally are returned to the pool of shares of common stock available for issuance under the 2021 Plan (as defined below). In 2021, the Company adopted its 2021 Equity Incentive Plan (the “2021 EIP”), which provides for the granting of stock options, restricted stock units (“RSUs”) and stock appreciation rights to employees, directors, and consultants of the Company. The Company initially reserved 42,766,043 shares of its common stock for issuance under the 2021 EIP. In March 2022, pursuant to the evergreen provisions of the 2021 EIP, the Company registered an additional 9,161,624 shares of common stock for issuance under the 2021 EIP. As of September 30, 2022, the Company has an allocated reserve of 51,927,667 shares of its common stock for issuance under the 2021 EIP. In addition, in 2021, the Company adopted its 2021 Employee Stock Purchase Plan (“2021 ESPP”). The Company initially reserved 3,663,277 shares of its common stock for issuance under the 2021 ESPP. In March 2022, pursuant to the evergreen provisions of the 2021 ESPP, the Company registered an additional 1,832,324 shares of common stock for issuance under the 2021 ESPP. As of September 30, 2022, the Company has an allocated reserve of 5,495,601 shares of its common stock for issuance under the 2021 ESPP. As of September 30, 2022, the Company had not begun any offering periods for the 2021 ESPP. Awards granted under both the 2021 EIP generally expire 10 years from the date of grant, or earlier if services are terminated. The exercise price of stock options grants shall not be less than 110% of the estimated fair value of the shares on the date of grant, respectively, as determined by the Company’s Board of Directors. Awards generally vest based on continuous service over 4 years. Awards forfeited, cancelled, or repurchased generally are returned to the pool of shares of common stock available for issuance under the 2021 Plan. Stock options Activity under the Company’s stock option plans is set forth below: Options Weighted-Average Exercise Price Weighted-Average Remaining (In thousands) (Per share data) (Years) Outstanding as of December 31, 2020 21,471 $ 0.33 9.3 Granted 1,024 $ 6.69 Exercised (200) $ 1.56 Forfeited or expired (951) $ 0.61 Outstanding as of September 30, 2021 21,344 $ 0.61 8.5 Options vested and expected to vest as of September 30, 2021 21,344 $ 0.61 Vested and exercisable as of September 30, 2021 7,776 $ 0.58 Outstanding as of December 31, 2021 21,191 $ 0.58 8.2 Granted — $ — Exercised (2,795) $ 0.42 Forfeited or expired (665) $ 2.49 Outstanding as of September 30, 2022 17,731 $ 0.54 7.5 Options vested and expected to vest as of September 30, 2022 17,731 $ 0.54 Vested and exercisable as of September 30, 2022 10,145 $ 0.65 The aggregate intrinsic value of options outstanding was $62.2 million and $153.2 million, respectively, as of September 30, 2022 and December 31, 2021. Intrinsic value of options exercised for the nine months ended September 30, 2022 and 2021 was $10.5 million and $0.5 million, respectively. The weighted-average grant date fair value of options granted in the nine months ended September 30, 2021 was $3.58 per share. The total grant date fair value of options vested was $1.5 million and $0.9 million for the nine months ended September 30, 2022 and 2021, respectively. As of September 30, 2022, total unrecognized compensation cost related to options was $1.5 million related to 7.6 million unvested options and is expected to be recognized over a weighted-average period of 1.6 years. For the nine months ended September 30, 2021, the Company used the Black-Scholes option pricing model to determine the fair value of stock options. The fair value of each stock option grant is estimated on the date of the grant. The fair value of the Legacy Velo3D common stock underlying the stock options had historically been determined by the Legacy Velo3D board of directors, as there was no public market for Legacy Velo3D’s common stock prior to Merger closing. Therefore, the Legacy Velo3D board of directors had determined the fair value of the common stock at the time of the stock option grant by considering a number of objective and subjective factors including independent third-party valuation reports, valuations of comparable companies, sales of convertible preferred stock and common stock to unrelated third parties, operating and financial performance, lack of liquidity of capital stock and general and industry-specific economic outlook, among other factors. For the nine months ended September 30, 2022, there were no options granted. The weighted-average assumptions in the Black-Scholes option-pricing model used to determine the fair value of stock options granted were as follows: Nine Months Ended 2021 Expected volatility 59 % Risk-free interest rate 0.9% -1.0% Dividend yield — % Expected term (in years) 5.72 Expected volatility: As Legacy Velo3D was not publicly traded at the time the awards were granted, the expected volatility for the Company’s stock options was determined by using a review of historical volatilities of selected industry peers deemed to be comparable to the Company’s business corresponding to the expected term of the awards. Risk-free interest rate: The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for zero-coupon U.S. Treasury notes with maturities corresponding to the expected term of the awards. Expected dividend yield: The expected dividend rate is zero as the Company currently has no history or expectation of declaring dividends on its common stock. Expected term: The Company uses the simplified method available under U.S. GAAP to determine the expected term due to having insufficient history upon which to base an assumption about the term. Restricted Stock Units The fair value of RSUs under the Company’s 2021 EIP is estimated using the value of the Company’s common stock on the date of grant. The following table summarizes outstanding and expected to vest RSUs as of September 30, 2022 and their activity during the nine months ended September 30, 2022: Number of Shares Weighted-Average Grant Date Fair Value Aggregate Intrinsic Value (In thousands) (Per share data) (In thousands) Balance as of December 31, 2021 4,041 $ 7.26 $ 31,563 Granted 2,912 3.81 11,500 Released (385) 5.52 1,991 Cancelled (370) 6.42 1,503 Balance as of September 30, 2022 6,198 $ 5.80 $ 24,422 Expected to vest as of September 30, 2022 6,198 $ 5.80 $ 24,422 The aggregate intrinsic value of outstanding RSUs is calculated based on the closing price of the Company’s common stock as of the date outstanding. As of September 30, 2022, there was $30.3 million of unrecognized compensation cost related to 6.2 million unvested RSUs, which is expected to be recognized over a weighted average period of approximately 3.1 years. Earnout Shares - Employees The Earnout Shares issuable to holders of employee stock options are accounted as stock-based compensation expense as they are subject to forfeiture based on the satisfaction of certain employment conditions. The estimated fair values of the Earnout Shares associated with vested stock options are recognized as an expense and determined by the Monte Carlo simulation valuation model using a distribution of potential outcomes on a monthly basis over the five-year earnout period. The portion of the Earnout Shares associated with unvested stock options are recognized as an expense and considers the vesting continuing employment requirements. Stock-based Compensation Expense The following sets forth the total stock-based compensation expense by type of award included in the statements of operations: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 (In thousands) Restricted stock units $ 2,831 $ — $ 7,787 $ — Stock options 415 676 1,473 1,751 Earnout shares - employees 1,911 — 5,830 — $ 5,157 $ 676 $ 15,090 $ 1,751 The following sets forth the total stock-based compensation expense for the stock options included in the statements of operations: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 (In thousands) Research and development $ 2,407 $ 211 $ 7,485 $ 598 Selling and marketing 1,144 105 3,399 280 General and administrative 1,606 360 4,206 873 $ 5,157 $ 676 $ 15,090 $ 1,751 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income TaxesThe income tax provision is calculated for an interim period by distinguishing between elements recognized in the income tax provision through applying an estimated annual effective tax rate (the “ETR”) to a measure of year-to-date operating results referred to as “ordinary income (or loss),” and discretely recognizing specific events referred to as “discrete items” as they occur. The income tax provision or benefit for each interim period is the difference between the year-to-date amount for the current period and the year-to date amount for the period prior. Under ASC 740-270-30-36, entities subject to income taxes in multiple jurisdictions should apply one overall ETR instead of separate ETRs for each jurisdiction when calculating the interim-period income tax or benefit related to ordinary income (or loss) for the year-to-date interim period, except in certain circumstances. The Company’s effective tax rates for the three and nine months ended September 30, 2022 and 2021 differ from the federal statutory rate of 21% principally as a result of valuation allowances expected to be applied to net operating loss carry-forwards which will not meet the threshold for recognition as deferred tax assets. |
Commitment and Contingencies
Commitment and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies The Company may be involved in various lawsuits, claims, and proceedings, including intellectual property, commercial, securities, and employment matters that arise in the normal course of business. The Company accrues a liability when management believes information available prior to the issuance of the condensed consolidated financial statements indicates it is probable a loss has been incurred as of the date of the condensed consolidated financial statements and the amount of loss can be reasonably estimated. The Company adjusts its accruals to reflect the impact of negotiations, settlements, rulings, advice of legal counsel, and other information and events pertaining to a particular case. Legal costs are expensed as incurred. As of September 30, 2022 and December 31, 2021, the Company is not aware of any litigation, claim or assessment in which the outcome, individually or in the aggregate, would have a material adverse effect on its financial positions, results of operations, cash flows or future earnings. The Company’s purchase obligations per terms and conditions with suppliers and vendors are cancellable in whole or in part prior to shipment. If inventory is shipped, the Company will accrue a liability under accrued expenses. The Company has no other commitment and contingencies, except for the operating leases. See Note 9, Leases , for further discussion. Purchase commitments (purchase orders) of $61.4 million for parts and assemblies are non-cancellable and are due upon receipts with standard payment terms and will primarily be delivered in the remainder of 2022 and the first half of 2023. |
Employee Defined-Contribution P
Employee Defined-Contribution Plans | 9 Months Ended |
Sep. 30, 2022 | |
Retirement Benefits [Abstract] | |
Employee Defined-Contribution Plans | Employee Defined-Contribution PlansThe Company has a defined-contribution plan intended to qualify under Section 401 of the Internal Revenue Code (the “401(k) Plan”). The Company contracted with a third-party provider to act as a custodian and trustee, and to process and maintain the records of participant data. Substantially all of the expenses incurred for administering the 401(k) Plan are paid by the Company. The Company has paid all matching contributions as of September 30, 2022. Accrued salaries and benefits included accruals related to the 401(k) plans the Company offers to its employees. In order to qualify for these plans, employees must meet the minimum age requirement (21 years) and begin participating on their entry date which is the first paycheck date in the month following the month of eligibility described above. Employee and employer contributions are immediately 100% fully vested. The plans offer employer contributions of 3.0% of an employee’s eligible compensation following safe-harbor rules. The Company’s contribution to the 401(k) plan was $0.3 million and $0.2 million for the three months ended September 30, 2022 and 2021, respectively, and $0.8 million and $0.4 million for the nine months ended September 30, 2022 and 2021, respectively. |
Revenue
Revenue | 9 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue Customer Concentration The customer concentration for balances greater than 10% of revenues and 10% of accounts receivables, net, respectively, are presented below: Total Revenue Accounts Receivable, Net Three Months Ended September 30, Nine Months Ended September 30, September 30, December 31, 2022 2021 2022 2021 2022 2021 (as a percentage) Customer 1 36.7 % <10 % 38.6 % 11.5 % <10 % 71.2 % Customer 2 <10 % <10 % 11.5 % 10.8 % <10 % 16.0 % Customer 3 <10 % 53.9 % <10 % 31.4 % <10 % <10 % Customer 4 — % 15.1 % — % 16.6 % <10 % — % Customer 5 12.5 % — % <10 % <10 % <10 % — % Customer 6 17.1 % — % <10 % — % 18.7 % — % Customer 7 <10 % 17.2 % <10 % <10 % — % — % Customer 8 — % — % — % — % 22.9 % — % Customer 9 — % — % — % — % 10.4 % — % Revenue by Geographic Area The Company currently sells its products in the Americas and other locations as follows: Three Months Ended Nine Months Ended September 30, 2022 2021 2022 2021 (In thousands) Americas $ 18,933 $ 7,103 $ 50,592 $ 15,349 Other 182 1,608 385 1,680 Total $ 19,115 $ 8,711 $ 50,977 $ 17,029 Contract Assets and Liabilities The amount of revenue recognized during the three and nine months ended September 30, 2022 included in contract liabilities as of December 31, 2021 was $0.9 million and $2.5 million, respectively. The amount of revenue recognized during the three and nine months ended September 30, 2021 included in contract liabilities as of December 31, 2020 was $0.3 million and $0.8 million, respectively. The change in contract assets reflects the difference in timing between our satisfaction of remaining performance obligations and the Company’s contractual right to bill its customers. The Company had no material asset impairment charges related to contract assets in the periods presented. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of PresentationThe unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the requirements of the U.S. Securities and Exchange Commission (the “SEC”) for interim financial reporting. Intercompany balances and transactions have been eliminated in consolidation. As permitted under those rules, certain footnotes or other financial information that are normally required by U.S. GAAP can be condensed or omitted. Accordingly, these condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 (the “2021 Form 10-K”) and the related notes, which provide a more complete discussion of the Company’s accounting policies and certain other information. The condensed consolidated balance sheet as of December 31, 2021 has been derived from the audited financial statements of the Company. These condensed consolidated financial statements have been prepared on the same basis as the Company’s annual financial statements and, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments, which are necessary for the fair statement of the Company’s financial information. These interim results are not necessarily indicative of the results to be expected for the fiscal year ending December 31, 2022, or for any other interim period or for any other future year. |
Revenue | The sales of 3D Printer systems under certain contracts may include variable consideration such that the Company is entitled to a rate per print hour used on the 3D Printer systems. The Company makes certain estimates in calculating the variable consideration, including amount of hours, the estimated life of the equipment and the discount rate. Although estimates may be made on a contract-by-contract basis, whenever possible, the Company uses all available information including historical customer usage and collection patterns to estimate variable consideration. The Company intends to update its estimates of variable consideration on a quarterly basis based on the latest data available, and adjust the transaction price accordingly by recording an adjustment to net revenue and contract assets. The Company has recognized the estimate of variable consideration to the extent that it is probable that a significant reversal will not occur as a result from a change in estimation. |
Recently Issued Accounting Pronouncements | In June 2016, the FASB issued ASU 2016-13, “Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“Topic 326”)”, and has since released various amendments including ASU No. 2019-04. The guidance modifies the measurement of expected credit losses on certain financial instruments. This guidance is effective for the Company for the fiscal year beginning after December 15, 2022. Early adoption is permitted. The Company is currently assessing the impact of the guidance on its consolidated financial statements and disclosures. In July 2021, the FASB issued ASU 2021-05, “Leases (“Topic 842”) Lessors — Certain Leases with Variable Lease Payments”, that amends the lessor’s lease classification for leases that include any amount of variable lease payments that are not variable lease payments that do not depend on an index or a rate as an operating lease at lease commencement if classifying the lease as a sales-type lease or a direct financing lease would result in the recognition of a selling loss. This guidance is effective for the Company for the fiscal year beginning after December 15, 2021, and interim periods within those fiscal years. Early adoption is permitted. The Company adopted the new guidance in the first quarter of 2022. The effect on the consolidated financial statements and related disclosures is not material. |
Reverse Recapitalization (Table
Reverse Recapitalization (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Reverse Recapitalization [Abstract] | |
Schedule of Shares Issued in Merger | The number of shares of common stock issued immediately following the consummation of the Merger was: Shares Public shares, outstanding prior to Merger 34,500,000 Less redemption of public shares (18,215,868) Public shares following redemptions 16,284,132 Shares issued in PIPE Financing 15,500,000 Public shares and PIPE Financing Shares 31,784,132 Founder Shares 8,625,000 Legacy Velo3D shares (1) 142,754,694 Total shares of common stock immediately after Merger 183,163,826 (1) Upon consummation of the Merger, 175,173,445 Legacy Velo3D shares were exchanged at the Exchange Ratio and fractional shares were rounded to whole shares. |
Basic and Diluted Net Income _2
Basic and Diluted Net Income (Loss) per Share (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Net Loss Per Share | The following table sets forth the computation of the Company’s basic and diluted net income (loss) per share attributable to common stockholders: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 (In thousands, except share and per share data) Numerator: Net loss $ (75,195) $ (66,578) $ (12,587) $ (92,663) Denominator: Basic weighted average shares outstanding 185,560,177 19,793,863 184,454,371 17,348,557 Diluted weighted average shares outstanding 185,560,177 19,793,863 184,454,371 17,348,557 Net loss per share Basic $ (0.41) $ (3.36) $ (0.07) $ (5.34) Diluted $ (0.41) $ (3.36) $ (0.07) $ (5.34) |
Schedule of Potentially Dilutive Shares Excluded from Computation of Net Loss Per Share | The following potentially dilutive shares of common stock equivalents “on an as-converted basis” were excluded from the computation of diluted net income (loss) per share attributable to common stockholders as including them would have had an antidilutive effect: Three Months Ended September 30, Nine Months Ended 2022 2021 2022 2021 Common stock warrants 13,145,000 13,075,000 13,145,000 13,075,000 Restricted stock units 6,198,472 — 6,198,472 Common stock options 17,731,063 21,342,660 17,731,063 21,342,660 Total potentially dilutive common share equivalents 37,074,535 34,417,660 37,074,535 34,417,660 |
Fair Value Measures and Disclos
Fair Value Measures and Disclosures (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The Company’s assets and liabilities that were measured at fair value on a recurring basis were as follows: Fair Value Measured as of September 30, 2022 Level 1 Level 2 Level 3 Total (In thousands) Assets Money market funds (i) $ 39,215 $ — $ — $ 39,215 U.S. Treasury securities (ii) 35,131 — — 35,131 Corporate bonds (ii) — 37,347 — 37,347 Total financial assets $ 74,346 $ 37,347 $ — $ 111,693 Liabilities Common stock warrant liabilities (Public) (iii) $ 6,986 $ — $ — $ 6,986 Common stock warrant liabilities (Private Placement) (iii) — — 3,605 3,605 Common stock warrant liabilities (2022 Private Warrant) (iii) 245 245 Contingent earnout liabilities — — 53,377 53,377 Total financial liabilities $ 6,986 $ — $ 57,227 $ 64,213 Fair Value Measured as of December 31, 2021 Level 1 Level 2 Level 3 Total (In thousands) Assets Money market funds (i) $ 207,471 $ — $ — $ 207,471 U.S. Treasury securities (ii) 8,141 — — 8,141 Corporate bonds (ii) — 7,342 — 7,342 Total financial assets $ 215,612 $ 7,342 $ — $ 222,954 Liabilities Common stock warrant liabilities (Public) (iii) $ 14,318 $ — $ — $ 14,318 Common stock warrant liabilities (Private Placement) (iii) — — 7,387 7,387 Contingent earnout liabilities — — 111,487 111,487 Total financial liabilities $ 14,318 $ — $ 118,874 $ 133,192 (i) Included in cash and cash equivalents on the condensed consolidated balance sheets. (ii) Included in short-term investments on the condensed consolidated balance sheets. (iii) Included in warrant liabilities on the condensed consolidated balance sheets. |
Summary of Changes in Fair Value of Level 3 Financial Instruments | The following table presents a rollforward of the Level 3 assets and liabilities measured at fair value on a recurring basis: Redeemable convertible preferred stock warrant liabilities Private placement warrant liabilities 2022 Private Warrant Contingent earnout liabilities (In thousands) Three Months Ended September 30, 2022 Fair value as of June 30, 2022 $ — $ 1,380 $ — $ 12,492 Issuance of warrant — — 170 — Change in fair value — 2,225 75 40,885 Fair value as of September 30, 2022 $ — $ 3,605 $ 245 $ 53,377 Nine months ended September 30, 2022 Fair value as of January 1, 2022 $ — $ 7,387 $ — $ 111,487 Issuance of warrant — — 170 — Change in fair value — (3,782) 75 (58,110) Fair value as of September 30, 2022 $ — $ 3,605 $ 245 $ 53,377 Three Months Ended September 30, 2021 Fair value as of June 30, 2021 $ 1,922 $ — $ — $ — Private placement warrant liabilities acquired as part of the reverse recapitalization — 7,165 — — Contingent earnout liabilities recognized upon the closing of the reverse recapitalization — — — 120,763 Exercise of warrants (899) — — — Change in fair value (1,023) (312) — (2,014) Fair value as of September 30, 2021 $ — $ 6,853 $ — $ 118,749 Nine months ended September 30, 2021 Fair value as of January 1, 2021 $ 181 $ — $ — $ — Private placement warrant liabilities acquired as part of the reverse recapitalization — 7,165 — — Contingent earnout liabilities recognized upon the closing of the reverse recapitalization — — — 120,763 Exercise of warrants (899) — — — Change in fair value 718 (312) — (2,014) Fair value as of September 30, 2021 $ — $ 6,853 $ — $ 118,749 |
Investments (Tables)
Investments (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
Summary of Available-for-Sale Investments | The Company began investing in available-for-sale (“AFS”) investments in the fourth quarter of 2021. The following table summarizes our AFS investments. These are classified as "Short-term investments" on the condensed consolidated balance sheets. September 30, 2022 Amortized Cost Gross Unrealized Gain Gross Unrealized Loss Fair Value (In thousands) U.S. Treasury securities $ 35,719 $ — $ (588) $ 35,131 Corporate bonds 37,894 — (547) 37,347 Total available-for-sale investments $ 73,613 $ — $ (1,135) $ 72,478 December 31, 2021 Amortized Cost Gross Unrealized Gain Gross Unrealized Loss Fair Value (In thousands) U.S. Treasury securities $ 8,154 $ — $ (13) $ 8,141 Corporate bonds 7,343 1 (2) 7,342 Total available-for-sale investments $ 15,497 $ 1 $ (15) $ 15,483 |
Breakdown of Available-for-sale, Unrealized Loss Position, Fair Value | The following table presents the breakdown of the AFS investments in an unrealized loss position as of September 30, 2022 and December 31, 2021, respectively. September 30, 2022 December 31, 2021 Fair Value Gross Unrealized Loss Fair Value Gross Unrealized Loss (In thousands) U.S. Treasury securities Less than 12 months $ 35,131 $ (588) $ 8,141 $ 13 Total $ 35,131 $ (588) $ 8,141 $ 13 Corporate bonds Less than 12 months $ 37,347 $ (547) $ 5,640 $ 2 Total $ 37,347 $ (547) $ 5,640 $ 2 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Accounts Receivable, Net | Accounts receivable, net consisted of the following: September 30, December 31, 2022 2021 (In thousands) Trade Receivables $ 20,989 $ 12,845 Less: Allowances for Doubtful Accounts (67) (67) Total $ 20,922 $ 12,778 |
Schedule of Inventories | Inventories consisted of the following: September 30, December 31, 2022 2021 (In thousands) Raw materials $ 51,751 $ 16,594 Work-in-progress 17,562 5,885 Total $ 69,313 $ 22,479 |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consisted of the following: September 30, December 31, 2022 2021 (In thousands) Prepaid insurance and other $ 1,920 $ 5,326 Vendor prepayments 2,703 4,132 Total $ 4,623 $ 9,458 |
Schedule of Property and Equipment, Net | Property and equipment, net consisted of the following: September 30, December 31, 2022 2021 (In thousands) Computers and software $ 2,084 $ 1,397 Lab equipment and other equipment 6,467 2,283 Furniture and fixtures 181 88 Leasehold improvements 15,131 2,771 Construction in progress 171 6,273 Total property, plant and equipment 24,034 12,812 Less accumulated depreciation and amortization (4,826) (2,766) Property, plant and equipment, net $ 19,208 $ 10,046 |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following: September 30, December 31, 2022 2021 (In thousands) Accrued expenses $ 10,711 $ 3,015 Accrued salaries and benefits 6,333 4,143 Lease liability – current portion 2,638 2,256 Total Accrued expenses and other current liabilities $ 19,682 $ 9,414 |
Schedule of Other Noncurrent Liabilities | Other noncurrent liabilities consisted of the following: September 30, December 31, 2022 2021 (In thousands) Lease liabilities - noncurrent portion $ 13,214 $ 9,184 Other noncurrent liabilities 1,013 308 Total other noncurrent liabilities $ 14,227 $ 9,492 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Assets and Liabilities | Total right-of-use (“ROU”) assets and lease liabilities are as follows: September 30, December 31, 2022 2021 (In thousands) Right-of-use assets: Net book value (Other assets) $ 15,092 $ 11,073 Operating lease liabilities: Current (Accrued expense and other current liabilities) $ 2,604 $ 2,222 Noncurrent (Other noncurrent liabilities) 13,200 9,143 15,804 11,365 Financing lease liabilities: Current (Accrued expense and other current liabilities) $ 34 $ 33 Noncurrent (Other noncurrent liabilities) 14 41 $ 48 $ 74 Total lease liabilities $ 15,852 $ 11,439 |
Lease-Related Balances | Information about lease-related balances were as follows: Three Months Ended Nine Months Ended 2022 2021 2022 2021 (In thousands, except years and percentages) Operating lease expense $ 721 $ 208 $ 2,156 $ 511 Financing lease expense 9 9 27 22 Short-term lease expense 95 41 262 76 Total lease expense $ 825 $ 258 $ 2,445 $ 609 Cash paid for leases $ 689 $ 178 $ 1,653 $ 805 Weighted – average remaining lease term – operating leases (years) 4.3 2.9 4.3 2.9 Weighted – average discount rate – operating leases 8.6% 4.4% 8.6% 4.4% |
Future Minimum Operating Lease Payments | Maturity of operating lease liabilities as of September 30, 2022 are as follows: (In thousands) Remainder of 2022 $ 707 2023 2,786 2024 2,730 2025 2,266 2026 2,313 Thereafter 13,670 Total operating lease payments $ 24,472 Less portion representing imputed interest (8,668) Total operating lease liabilities $ 15,804 Less current portion 2,604 Long-term portion $ 13,200 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | Long-term debt consisted of the following: September 30, December 31, 2022 2021 (In thousands) Revolving credit line $ 3,000 $ 3,000 Equipment loan 3,489 5,089 Deferred financing costs (179) (19) Total $ 6,310 $ 8,070 Debt – current portion 1,954 5,114 Long-term debt – less current portion $ 4,356 $ 2,956 |
Future Minimum Aggregate Payments | The future minimum aggregate payments for the above borrowings are as follows as of September 30, 2022: (In thousands) Less than 1 year $ 1,954 1-3 years 4,356 $ 6,310 |
Equity Instruments (Tables)
Equity Instruments (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Schedule of Shares of Common Stock Reserved for Issuance | Shares of common stock reserved for issuance on an “as if converted” basis were as follows: September 30, December 31, 2022 2021 (share data) Common stock warrants 13,145,000 13,075,000 Restricted stock units issued and outstanding 6,198,472 4,041,346 Stock options issued and outstanding 17,731,063 21,191,226 Shares available for future grant under 2021 Equity Incentive Plan 24,749,094 17,533,471 Reserved for employee stock purchase plan 5,495,601 3,663,277 Total shares of common stock reserved 67,319,230 59,504,320 |
Schedule of Warrants for Shares of Stock | Warrants for shares of common stock consisted of the following: September 30, 2022 Issue Date Expiration Date Number of Warrants Exercise Price per warrant Fair Value on Issue Date per warrant Fair Value on September 30, 2022 (In thousands) Private placement warrants - Common Stock 12/02/2020 09/29/2026 4,450,000 $11.50 $2.00 3,605 2022 Private Warrant - Common Stock 07/25/2022 07/24/2034 70,000 $2.56 $2.43 245 Public warrants - Common Stock 12/02/2020 09/29/2026 8,625,000 $11.50 $3.30 6,986 13,145,000 $ 10,836 December 31, 2021 Issue Date Expiration Number of Exercise Fair Value on Issue Date per warrant Fair Value on December 31, 2021 (In thousands) Private placement warrants - Common Stock 12/02/2020 09/29/2026 4,450,000 $11.50 $2.00 7,387 Public warrants - Common Stock 12/02/2020 09/29/2026 8,625,000 $11.50 $3.30 14,318 13,075,000 $ 21,705 |
Warrant Liability Rollforward | The liability for warrants on common stock carried at fair value was as follows: Nine Months Ended 2022 2021 (In thousands) Beginning Balance $ 21,705 $ — Issuance of warrants 170 21,051 Gain (loss) on fair value of warrants (11,039) (915) Ending Balance $ 10,836 $ 20,136 Three Months Ended 2022 2021 (In thousands) Beginning Balance $ 4,053 $ — Issuance of warrants 170 21,051 Gain (loss) on fair value of warrants 6,613 (915) Ending Balance $ 10,836 $ 20,136 The liability for warrants on redeemable convertible preferred stock (carried at fair value) was as follows: Three Months Ended Nine Months Ended 2021 2021 (In thousands) Beginning Balance $ 1,922 $ 181 Change in fair value (Other income (expense), net) (1,023) 718 Exercise of warrants (Redeemable preferred convertible stock) (899) (899) Ending Balance $ — $ — |
Fair Value Assumptions | The fair value assumptions used in the Monte Carlo simulation model for the recurring valuation of the private placement common stock warrant liability were as follows: As of September 30, 2022 As of December 31, 2021 Current stock price $ 3.94 $ 7.81 Expected volatility 62.0 % 40.5 % Risk-free interest rate 4.2 % 1.2 % Dividend rate — % — % Expected Term (years) 4.00 4.75 The fair value assumptions used in the Black-Scholes simulation model for the recurring valuation of the 2022 Private Warrant liability were as follows: As of September 30, 2022 Current stock price $ 3.94 Expected volatility 77.8 % Risk-free interest rate 3.8 % Dividend rate — % Expected Term (years) 11.82 Assumptions used in the fair value of the contingent earnout liabilities are described below. As of September 30, 2022 As of December 31, 2021 Current stock price $3.94 $7.81 Expected volatility 78.6% 52.5% Risk-free interest rate 4.2% 1.2% Dividend yield —% —% Expected Term (years) 4.00 4.75 |
Schedule Of Contingent Earnout Liabilities | The rollforward for the contingent earnout liabilities was as follows: Nine Months Ended 2022 Beginning Balance $ 111,487 Gain on fair value of contingent earnout liabilities (58,110) Ending Balance $ 53,377 |
Equity Incentive Plans and St_2
Equity Incentive Plans and Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock Option Plan Activity | Activity under the Company’s stock option plans is set forth below: Options Weighted-Average Exercise Price Weighted-Average Remaining (In thousands) (Per share data) (Years) Outstanding as of December 31, 2020 21,471 $ 0.33 9.3 Granted 1,024 $ 6.69 Exercised (200) $ 1.56 Forfeited or expired (951) $ 0.61 Outstanding as of September 30, 2021 21,344 $ 0.61 8.5 Options vested and expected to vest as of September 30, 2021 21,344 $ 0.61 Vested and exercisable as of September 30, 2021 7,776 $ 0.58 Outstanding as of December 31, 2021 21,191 $ 0.58 8.2 Granted — $ — Exercised (2,795) $ 0.42 Forfeited or expired (665) $ 2.49 Outstanding as of September 30, 2022 17,731 $ 0.54 7.5 Options vested and expected to vest as of September 30, 2022 17,731 $ 0.54 Vested and exercisable as of September 30, 2022 10,145 $ 0.65 |
Weighted-Average Assumptions Used in Stock Options | The weighted-average assumptions in the Black-Scholes option-pricing model used to determine the fair value of stock options granted were as follows: Nine Months Ended 2021 Expected volatility 59 % Risk-free interest rate 0.9% -1.0% Dividend yield — % Expected term (in years) 5.72 |
Schedule of Nonvested Restricted Stock Units Activity | The following table summarizes outstanding and expected to vest RSUs as of September 30, 2022 and their activity during the nine months ended September 30, 2022: Number of Shares Weighted-Average Grant Date Fair Value Aggregate Intrinsic Value (In thousands) (Per share data) (In thousands) Balance as of December 31, 2021 4,041 $ 7.26 $ 31,563 Granted 2,912 3.81 11,500 Released (385) 5.52 1,991 Cancelled (370) 6.42 1,503 Balance as of September 30, 2022 6,198 $ 5.80 $ 24,422 Expected to vest as of September 30, 2022 6,198 $ 5.80 $ 24,422 |
Schedule of Stock-Based Compensation Expense | The following sets forth the total stock-based compensation expense by type of award included in the statements of operations: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 (In thousands) Restricted stock units $ 2,831 $ — $ 7,787 $ — Stock options 415 676 1,473 1,751 Earnout shares - employees 1,911 — 5,830 — $ 5,157 $ 676 $ 15,090 $ 1,751 The following sets forth the total stock-based compensation expense for the stock options included in the statements of operations: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 (In thousands) Research and development $ 2,407 $ 211 $ 7,485 $ 598 Selling and marketing 1,144 105 3,399 280 General and administrative 1,606 360 4,206 873 $ 5,157 $ 676 $ 15,090 $ 1,751 |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedules of Concentration of Risk | The customer concentration for balances greater than 10% of revenues and 10% of accounts receivables, net, respectively, are presented below: Total Revenue Accounts Receivable, Net Three Months Ended September 30, Nine Months Ended September 30, September 30, December 31, 2022 2021 2022 2021 2022 2021 (as a percentage) Customer 1 36.7 % <10 % 38.6 % 11.5 % <10 % 71.2 % Customer 2 <10 % <10 % 11.5 % 10.8 % <10 % 16.0 % Customer 3 <10 % 53.9 % <10 % 31.4 % <10 % <10 % Customer 4 — % 15.1 % — % 16.6 % <10 % — % Customer 5 12.5 % — % <10 % <10 % <10 % — % Customer 6 17.1 % — % <10 % — % 18.7 % — % Customer 7 <10 % 17.2 % <10 % <10 % — % — % Customer 8 — % — % — % — % 22.9 % — % Customer 9 — % — % — % — % 10.4 % — % |
Revenue by Geographic Area | The Company currently sells its products in the Americas and other locations as follows: Three Months Ended Nine Months Ended September 30, 2022 2021 2022 2021 (In thousands) Americas $ 18,933 $ 7,103 $ 50,592 $ 15,349 Other 182 1,608 385 1,680 Total $ 19,115 $ 8,711 $ 50,977 $ 17,029 |
Description of Business and B_2
Description of Business and Basis of Presentation - Narrative (Details) $ / shares in Units, $ in Thousands | Sep. 29, 2021 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) $ / shares | Dec. 31, 2021 USD ($) $ / shares |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Exchange ratio | 0.8149 | ||
Common stock, par value (in dollars per share) | $ / shares | $ 0.00001 | $ 0.00001 | $ 0.00001 |
Net proceeds from transactions | $ 278,300 | ||
Sale of stock, purchase price | $ 155,000 | ||
Sale of stock (in shares) | shares | 15,500,000 | ||
Sale of stock, share price (in dollars per share) | $ / shares | $ 10 | ||
Accumulated deficit | $ 242,454 | $ 229,867 |
Reverse Recapitalization - Narr
Reverse Recapitalization - Narrative (Details) $ / shares in Units, $ in Millions | Sep. 29, 2021 USD ($) $ / shares shares | Sep. 24, 2021 USD ($) $ / shares shares | Sep. 30, 2022 shares | Dec. 31, 2021 shares | Dec. 02, 2020 USD ($) |
Schedule of Reverse Recapitalization [Line Items] | |||||
Common stock, shares outstanding | 183,163,826 | 186,412,818 | 183,232,494 | ||
Deemed value (in usd per share) | $ / shares | $ 10 | ||||
Exchange ratio | 0.8149 | ||||
Number of shares of common stock reserved for issuance (in shares) | 66,830,878 | 67,319,230 | 59,504,320 | ||
Sale of stock (in shares) | 15,500,000 | ||||
Sale of stock, share price (in dollars per share) | $ / shares | $ 10 | ||||
Sale of stock, purchase price | $ | $ 155 | ||||
Stock redeemed | $ | (182.2) | ||||
Gross proceeds from transactions | $ | 298.2 | ||||
Transaction costs | $ | 19.9 | ||||
Transaction costs recorded to additional paid-in capital | $ | 19.1 | ||||
Transaction costs expensed | $ | 0.8 | ||||
Net proceeds from transactions | $ | 278.3 | ||||
JAWS Spitfire | |||||
Schedule of Reverse Recapitalization [Line Items] | |||||
Stock redeemed (in shares) | 18,215,868 | ||||
Stock redeemed, stock price (in usd per share) | $ / shares | $ 10 | ||||
Stock redeemed | $ | $ (182.2) | ||||
Contribution of cash held in trust account from IPO | $ | $ 345 | ||||
Transaction costs | $ | $ (19.6) | ||||
Legacy Velo3D | |||||
Schedule of Reverse Recapitalization [Line Items] | |||||
Stock converted (in shares) | 142,754,694 | ||||
JAWS Spitfire | |||||
Schedule of Reverse Recapitalization [Line Items] | |||||
Stock converted (in shares) | 8,625,000 | ||||
JAWS Spitfire, JAWS Spitfire Sponsor and Third-party PIPE Investors | |||||
Schedule of Reverse Recapitalization [Line Items] | |||||
Shares issued or converted during period | 40,409,132 | ||||
Series A redeemable convertible preferred stock | |||||
Schedule of Reverse Recapitalization [Line Items] | |||||
Stock converted (in shares) | 6,738,651 | ||||
Conversion ratio | 0.4591 | ||||
Series B redeemable convertible preferred stock | |||||
Schedule of Reverse Recapitalization [Line Items] | |||||
Stock converted (in shares) | 8,386,456 | ||||
Conversion ratio | 0.4399 | ||||
Series C redeemable convertible preferred stock | |||||
Schedule of Reverse Recapitalization [Line Items] | |||||
Stock converted (in shares) | 8,513,343 | ||||
Conversion ratio | 0.4216 | ||||
Series D redeemable convertible preferred stock | |||||
Schedule of Reverse Recapitalization [Line Items] | |||||
Stock converted (in shares) | 101,042,757 | ||||
Redeemable Convertible Preferred Stock | Legacy Velo3D | |||||
Schedule of Reverse Recapitalization [Line Items] | |||||
Stock converted (in shares) | 126,310,700 | ||||
Common Stock | Legacy Velo3D | |||||
Schedule of Reverse Recapitalization [Line Items] | |||||
Stock converted (in shares) | 16,443,994 |
Reverse Recapitalization - Shar
Reverse Recapitalization - Shares Issued in Merger (Details) - shares | Sep. 29, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 28, 2021 |
Schedule of Reverse Recapitalization [Line Items] | ||||
Common stock outstanding (in shares) | 183,163,826 | 186,412,818 | 183,232,494 | |
Public | ||||
Schedule of Reverse Recapitalization [Line Items] | ||||
Common stock outstanding (in shares) | 34,500,000 | |||
Less redemption of shares (in shares) | (18,215,868) | |||
Common stock following redemption (in shares) | 16,284,132 | |||
Shares issued in PIPE (in shares) | 15,500,000 | |||
Shares and PIPE Financing Shares (in shares) | 31,784,132 | |||
Founder | ||||
Schedule of Reverse Recapitalization [Line Items] | ||||
Stock converted (in shares) | 8,625,000 | |||
Legacy Velo3D | ||||
Schedule of Reverse Recapitalization [Line Items] | ||||
Stock converted (in shares) | 142,754,694 | |||
Shares exchanged | 175,173,445 |
Basic and Diluted Net Income _3
Basic and Diluted Net Income (Loss) per Share - Computation of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Numerator: | ||||
Net loss | $ (75,195) | $ (66,578) | $ (12,587) | $ (92,663) |
Denominator: | ||||
Basic weighted average shares outstanding (in shares) | 185,560,177 | 19,793,863 | 184,454,371 | 17,348,557 |
Diluted weighted average shares outstanding (in shares) | 185,560,177 | 19,793,863 | 184,454,371 | 17,348,557 |
Net loss per share | ||||
Basic (in dollars per share) | $ (0.41) | $ (3.36) | $ (0.07) | $ (5.34) |
Diluted (in dollars per share) | $ (0.41) | $ (3.36) | $ (0.07) | $ (5.34) |
Basic and Diluted Net Income _4
Basic and Diluted Net Income (Loss) per Share - Potentially Dilutive Securities Excluded from Computation (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total potentially dilutive common share equivalents (in shares) | 37,074,535 | 34,417,660 | 37,074,535 | 34,417,660 |
Eligible Velo3D Equityholders | JAWS Spitfire | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total potentially dilutive common share equivalents (in shares) | 21,758,148 | 21,758,148 | ||
Common stock warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total potentially dilutive common share equivalents (in shares) | 13,145,000 | 13,075,000 | 13,145,000 | 13,075,000 |
Restricted Stock Units (RSUs) | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total potentially dilutive common share equivalents (in shares) | 6,198,472 | 0 | 6,198,472 | |
Common stock options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total potentially dilutive common share equivalents (in shares) | 17,731,063 | 21,342,660 | 17,731,063 | 21,342,660 |
Fair Value Measures and Discl_2
Fair Value Measures and Disclosures - Assets and Liabilities Measured on Recurring Basis (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Assets | ||
Money market funds | $ 39,215 | $ 207,471 |
Fair Value | 72,478 | 15,483 |
Assets, Fair Value Disclosure | 111,693 | 222,954 |
Liabilities | ||
Contingent earnout liabilities | 53,377 | 111,487 |
Total financial liabilities | 64,213 | 133,192 |
U.S. Treasury securities | ||
Assets | ||
Fair Value | 35,131 | 8,141 |
Corporate bonds | ||
Assets | ||
Fair Value | 37,347 | 7,342 |
Public | ||
Liabilities | ||
Warrant liabilities | 6,986 | 14,318 |
Private Placement | ||
Liabilities | ||
Warrant liabilities | 3,605 | 7,387 |
2022 Private Warrant | ||
Liabilities | ||
Warrant liabilities | 245 | |
Level 1 | ||
Assets | ||
Money market funds | 39,215 | 207,471 |
Assets, Fair Value Disclosure | 74,346 | 215,612 |
Liabilities | ||
Contingent earnout liabilities | 0 | 0 |
Total financial liabilities | 6,986 | 14,318 |
Level 1 | U.S. Treasury securities | ||
Assets | ||
Fair Value | 35,131 | 8,141 |
Level 1 | Corporate bonds | ||
Assets | ||
Fair Value | 0 | 0 |
Level 1 | Public | ||
Liabilities | ||
Warrant liabilities | 6,986 | 14,318 |
Level 1 | Private Placement | ||
Liabilities | ||
Warrant liabilities | 0 | 0 |
Level 1 | 2022 Private Warrant | ||
Liabilities | ||
Warrant liabilities | ||
Level 2 | ||
Assets | ||
Money market funds | 0 | 0 |
Assets, Fair Value Disclosure | 37,347 | 7,342 |
Liabilities | ||
Contingent earnout liabilities | 0 | 0 |
Total financial liabilities | 0 | 0 |
Level 2 | U.S. Treasury securities | ||
Assets | ||
Fair Value | 0 | 0 |
Level 2 | Corporate bonds | ||
Assets | ||
Fair Value | 37,347 | 7,342 |
Level 2 | Public | ||
Liabilities | ||
Warrant liabilities | 0 | 0 |
Level 2 | Private Placement | ||
Liabilities | ||
Warrant liabilities | 0 | 0 |
Level 2 | 2022 Private Warrant | ||
Liabilities | ||
Warrant liabilities | ||
Level 3 | ||
Assets | ||
Money market funds | 0 | 0 |
Assets, Fair Value Disclosure | 0 | 0 |
Liabilities | ||
Contingent earnout liabilities | 53,377 | 111,487 |
Total financial liabilities | 57,227 | 118,874 |
Level 3 | U.S. Treasury securities | ||
Assets | ||
Fair Value | 0 | 0 |
Level 3 | Corporate bonds | ||
Assets | ||
Fair Value | 0 | 0 |
Level 3 | Public | ||
Liabilities | ||
Warrant liabilities | 0 | 0 |
Level 3 | Private Placement | ||
Liabilities | ||
Warrant liabilities | 3,605 | $ 7,387 |
Level 3 | 2022 Private Warrant | ||
Liabilities | ||
Warrant liabilities | $ 245 |
Fair Value Measurements - Chang
Fair Value Measurements - Changes in Fair Value of Level 3 Financial Instruments (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | |
Warrant liabilities | Redeemable convertible preferred stock | ||||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||||
Fair value as of beginning of period | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 1,922 | $ 181 |
Issuance of warrant | 0 | 0 | ||||||
Exercise of warrants | (899) | (899) | ||||||
Change in fair value | 0 | (1,023) | 0 | 718 | ||||
Fair value as of end of period | 0 | 0 | 0 | 0 | ||||
Warrant liabilities | Private placement warrants | ||||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||||
Fair value as of beginning of period | 3,605 | 6,853 | 3,605 | 6,853 | 1,380 | 7,387 | 0 | 0 |
Issuance of warrant | 0 | 0 | ||||||
Acquired/recognized | 7,165 | 7,165 | ||||||
Exercise of warrants | 0 | 0 | ||||||
Change in fair value | 2,225 | (312) | (3,782) | (312) | ||||
Fair value as of end of period | 3,605 | 6,853 | 3,605 | 6,853 | ||||
Warrant liabilities | 2022 Private Warrant | ||||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||||
Fair value as of beginning of period | 245 | 0 | 245 | 0 | 0 | 0 | 0 | 0 |
Issuance of warrant | 170 | 170 | ||||||
Exercise of warrants | 0 | 0 | ||||||
Change in fair value | 75 | 0 | 75 | 0 | ||||
Fair value as of end of period | 245 | 0 | 245 | 0 | ||||
Contingent earnout liabilities | ||||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||||
Fair value as of beginning of period | 53,377 | 118,749 | 53,377 | 118,749 | $ 12,492 | $ 111,487 | $ 0 | $ 0 |
Issuance of warrant | 0 | 0 | ||||||
Acquired/recognized | 120,763 | 120,763 | ||||||
Exercise of warrants | 0 | 0 | ||||||
Change in fair value | 40,885 | (2,014) | (58,110) | (2,014) | ||||
Fair value as of end of period | $ 53,377 | $ 118,749 | $ 53,377 | $ 118,749 |
Investments - Summary of Availa
Investments - Summary of Available for Sale Investments (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | $ 73,613 | $ 15,497 |
Gross Unrealized Gain | 0 | 1 |
Gross Unrealized Loss | (1,135) | (15) |
Fair Value | 72,478 | 15,483 |
U.S. Treasury securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 35,719 | 8,154 |
Gross Unrealized Gain | 0 | 0 |
Gross Unrealized Loss | (588) | (13) |
Fair Value | 35,131 | 8,141 |
Corporate bonds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 37,894 | 7,343 |
Gross Unrealized Gain | 0 | 1 |
Gross Unrealized Loss | (547) | (2) |
Fair Value | $ 37,347 | $ 7,342 |
Investments - Breakdown of Inve
Investments - Breakdown of Investments in Unrealized Loss Position (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
U.S. Treasury securities | ||
Fair Value | ||
Less than 12 months | $ 35,131 | $ 8,141 |
Total | 35,131 | 8,141 |
Gross Unrealized Loss | ||
Less than 12 months | (588) | (13) |
Total | (588) | (13) |
Corporate bonds | ||
Fair Value | ||
Less than 12 months | 37,347 | 5,640 |
Total | 37,347 | 5,640 |
Gross Unrealized Loss | ||
Less than 12 months | (547) | (2) |
Total | $ (547) | $ (2) |
Investments - Narrative (Detail
Investments - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Investments, Debt and Equity Securities [Abstract] | ||||
Debt securities, available-for-sale, realized gain (loss) | $ 0 | $ 0 | $ 0 | $ 0 |
Balance Sheet Components - Acco
Balance Sheet Components - Accounts Receivable (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Trade Receivables | $ 20,989 | $ 12,845 |
Less: Allowances for Doubtful Accounts | (67) | (67) |
Total | $ 20,922 | $ 12,778 |
Balance Sheet Components - Inve
Balance Sheet Components - Inventories (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Raw materials | $ 51,751 | $ 16,594 |
Work-in-progress | 17,562 | 5,885 |
Total | $ 69,313 | $ 22,479 |
Balance Sheet Components - Prep
Balance Sheet Components - Prepaid expenses and other current assets (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Prepaid insurance and other | $ 1,920 | $ 5,326 |
Vendor prepayments | 2,703 | 4,132 |
Total | $ 4,623 | $ 9,458 |
Balance Sheet Components - Prop
Balance Sheet Components - Property and Equipment, Net (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] | |||||
Total property, plant and equipment | $ 24,034 | $ 24,034 | $ 12,812 | ||
Less accumulated depreciation and amortization | (4,826) | (4,826) | (2,766) | ||
Property, plant and equipment, net | 19,208 | 19,208 | 10,046 | ||
Depreciation | 900 | $ 400 | 2,100 | $ 800 | |
Computers and software | |||||
Property, Plant and Equipment [Line Items] | |||||
Total property, plant and equipment | 2,084 | 2,084 | 1,397 | ||
Lab equipment and other equipment | |||||
Property, Plant and Equipment [Line Items] | |||||
Total property, plant and equipment | 6,467 | 6,467 | 2,283 | ||
Furniture and fixtures | |||||
Property, Plant and Equipment [Line Items] | |||||
Total property, plant and equipment | 181 | 181 | 88 | ||
Leasehold improvements | |||||
Property, Plant and Equipment [Line Items] | |||||
Total property, plant and equipment | 15,131 | 15,131 | 2,771 | ||
Construction in progress | |||||
Property, Plant and Equipment [Line Items] | |||||
Total property, plant and equipment | $ 171 | $ 171 | $ 6,273 |
Balance Sheet Components - Accr
Balance Sheet Components - Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accrued expenses | $ 10,711 | $ 3,015 |
Accrued salaries and benefits | 6,333 | 4,143 |
Lease liability – current portion | 2,638 | 2,256 |
Total Accrued expenses and other current liabilities | $ 19,682 | $ 9,414 |
Balance Sheet Components - Othe
Balance Sheet Components - Other Noncurrent Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Lease liabilities - noncurrent portion | $ 13,214 | $ 9,184 |
Other noncurrent liabilities | 1,013 | 308 |
Total other noncurrent liabilities | $ 14,227 | $ 9,492 |
Equipment on Lease, Net (Detail
Equipment on Lease, Net (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Leases [Abstract] | |||||
Equipment leased to customers, cost basis | $ 9.4 | $ 9.4 | $ 9.3 | ||
Equipment leased to customers, accumulated depreciation | 1.3 | 1.3 | $ 0.9 | ||
Lease revenue | 0.9 | $ 0.6 | 2.6 | $ 1.2 | |
Deprecation expense | $ 0.3 | $ 0.2 | $ 1.3 | $ 0.5 |
Leases - Narrative (Details)
Leases - Narrative (Details) $ in Millions | 3 Months Ended | 12 Months Ended |
Sep. 30, 2022 USD ($) lease | Dec. 31, 2021 USD ($) | |
Leases [Abstract] | ||
ROU assets impairment | $ 0 | $ 0 |
Lessee, Lease, Description [Line Items] | ||
ROU assets impairment | $ 0 | $ 0 |
Office And Manufacturing Facilities | Operating Leases Expiring In 2023 To 2027 | ||
Lessee, Lease, Description [Line Items] | ||
Number of operating leases | lease | 5 |
Leases - Assets and Liabilities
Leases - Assets and Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
Net book value (Other assets) | $ 15,092 | $ 11,073 |
Current (Accrued expense and other current liabilities) | 2,604 | 2,222 |
Noncurrent (Other noncurrent liabilities) | 13,200 | 9,143 |
Total operating lease liabilities | 15,804 | 11,365 |
Current (Accrued expense and other current liabilities) | 34 | 33 |
Noncurrent (Other noncurrent liabilities) | 14 | 41 |
Total finance lease liabilities | 48 | 74 |
Total lease liabilities | $ 15,852 | $ 11,439 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Other assets | Other assets |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Accrued expenses and other current liabilities | Accrued expenses and other current liabilities |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other noncurrent liabilities | Other noncurrent liabilities |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Accrued expenses and other current liabilities | Accrued expenses and other current liabilities |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other noncurrent liabilities | Other noncurrent liabilities |
Leases - Lease-Related Balances
Leases - Lease-Related Balances (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Leases [Abstract] | ||||
Operating lease expense | $ 721 | $ 208 | $ 2,156 | $ 511 |
Financing lease expense | 9 | 9 | 27 | 22 |
Short-term lease expense | 95 | 41 | 262 | 76 |
Total lease expense | 825 | 258 | 2,445 | 609 |
Cash paid for leases | $ 689 | $ 178 | $ 1,653 | $ 805 |
Weighted – average remaining lease term – operating leases (years) | 4 years 3 months 18 days | 2 years 10 months 24 days | 4 years 3 months 18 days | 2 years 10 months 24 days |
Weighted – average discount rate – operating leases | 8.60% | 4.40% | 8.60% | 4.40% |
Leases - Future Minimum Lease P
Leases - Future Minimum Lease Payments (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Lease, Liability [Abstract] | ||
Remainder of 2022 | $ 707 | |
2023 | 2,786 | |
2024 | 2,730 | |
2025 | 2,266 | |
2026 | 2,313 | |
Thereafter | 13,670 | |
Total operating lease payments | 24,472 | |
Less portion representing imputed interest | (8,668) | |
Total operating lease liabilities | 15,804 | $ 11,365 |
Less current portion | 2,604 | 2,222 |
Long-term portion | $ 13,200 | $ 9,143 |
Long-Term Debt - Components (De
Long-Term Debt - Components (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Deferred financing costs | $ (179) | $ (19) |
Total | 6,310 | 8,070 |
Debt – current portion | 1,954 | 5,114 |
Long-term debt – less current portion | 4,356 | 2,956 |
Revolving credit line | ||
Debt Instrument [Line Items] | ||
Outstanding debt | 3,000 | 3,000 |
Equipment loan | ||
Debt Instrument [Line Items] | ||
Outstanding debt | $ 3,489 | $ 5,089 |
Long-Term Debt - Narrative (Det
Long-Term Debt - Narrative (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Jul. 25, 2022 USD ($) | Jun. 13, 2022 USD ($) | Aug. 31, 2021 USD ($) | Sep. 30, 2022 USD ($) creditFacility | Sep. 30, 2021 | Sep. 30, 2022 USD ($) creditFacility | Sep. 30, 2021 | Dec. 31, 2021 USD ($) advance | May 31, 2021 USD ($) | Dec. 17, 2020 USD ($) | |
Debt Instrument [Line Items] | ||||||||||
Number of credit facilities | creditFacility | 3 | 3 | ||||||||
Deferred financing costs, current | $ 200 | $ 200 | $ 100 | |||||||
Revenue requirement | $ 25,000 | |||||||||
Line of credit | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Outstanding debt | 3,000 | 3,000 | 3,000 | |||||||
Line of credit | Revolving Credit Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Principal amount | $ 10,000 | |||||||||
Proceeds from credit facility | $ 3,000 | |||||||||
Variable rate (as a percent) | 5.75% | |||||||||
Debt term | 10 months | |||||||||
Outstanding debt | $ 27,000 | $ 27,000 | ||||||||
Effective interest rate (as a percent) | 5.80% | 5.20% | ||||||||
Deferred financing costs | $ 200 | $ 200 | ||||||||
Borrowing capacity | $ 30,000 | |||||||||
Line of credit | Revolving Credit Facility | Less Than Or Equal To 1.50 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Adjusted quick ratio | 1.50 | |||||||||
Line of credit | Revolving Credit Facility | Greater Than 1.50 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Adjusted quick ratio | 1.50 | |||||||||
Line of credit | Revolving Credit Facility | Prime | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate (as a percent) | 2.50% | |||||||||
Line of credit | Revolving Credit Facility | Prime | Less Than Or Equal To 1.50 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate (as a percent) | 0.25% | |||||||||
Line of credit | Revolving Credit Facility | Prime | Greater Than 1.50 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate (as a percent) | 0.75% | |||||||||
Equipment loan | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Principal amount | $ 8,500 | $ 8,500 | ||||||||
Variable rate (as a percent) | 3.25% | |||||||||
Outstanding debt | $ 3,489 | $ 3,489 | 5,089 | |||||||
Borrowing capacity | $ 15,000 | |||||||||
Effective interest rate during period (as a percent) | 5.50% | 2.80% | 4.10% | 2.40% | ||||||
Equipment loan | Facility One | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Principal amount | $ 5,600 | |||||||||
Variable rate (as a percent) | 3.25% | |||||||||
Deferred financing costs | $ 100 | $ 100 | ||||||||
Number of advances | advance | 7 | |||||||||
Principal payments | $ 1,600 | $ 1,600 |
Long-Term Debt - Future Minimum
Long-Term Debt - Future Minimum Aggregate Payments (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Debt Disclosure [Abstract] | ||
Less than 1 year | $ 1,954 | |
1-3 years | 4,356 | |
Total | $ 6,310 | $ 8,070 |
Convertible Notes Payable - Nar
Convertible Notes Payable - Narrative (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Sep. 29, 2021 shares | Jan. 04, 2021 USD ($) leased_asset | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) $ / shares | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) $ / shares | Sep. 30, 2021 USD ($) | |
Debt Instrument [Line Items] | |||||||
Loss on the convertible note modification | $ 0 | $ 50,577 | $ 0 | $ 50,577 | |||
Exchange ratio | 0.8149 | ||||||
Convertible Notes Due January 3, 2023 | Convertible Note | |||||||
Debt Instrument [Line Items] | |||||||
Loss on the convertible note modification | $ 50,600 | ||||||
Convertible Note | Convertible Notes Due January 3, 2023 | |||||||
Debt Instrument [Line Items] | |||||||
Principal amount | $ 5,000 | ||||||
Effective interest rate (as a percent) | 1.28% | ||||||
Conversion price (in usd per share) | $ / shares | $ 0.74 | $ 0.74 | |||||
Conversion of debt, shares issued (in shares) | shares | 6,820,022 | ||||||
Exchange ratio | 0.8149 | ||||||
Number of shares the note is convertible into (in shares) | leased_asset | 5,557,864 |
Equity Instruments - Common Sto
Equity Instruments - Common Stock Reserved for Issuance (Details) - shares | Sep. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 29, 2021 |
Class of Stock [Line Items] | ||||
Shares of common stock reserved (in shares) | 67,319,230 | 59,504,320 | 66,830,878 | |
Common stock warrants | ||||
Class of Stock [Line Items] | ||||
Shares of common stock reserved (in shares) | 13,145,000 | 13,075,000 | ||
Restricted Stock Units (RSUs) | ||||
Class of Stock [Line Items] | ||||
Shares of common stock reserved (in shares) | 6,198,472 | 4,041,346 | ||
Common stock options | ||||
Class of Stock [Line Items] | ||||
Shares of common stock reserved (in shares) | 17,731,063 | 21,191,226 | ||
Shares available for future grant under 2021 Equity Incentive Plan | 2021 Stock Option Plan | ||||
Class of Stock [Line Items] | ||||
Shares of common stock reserved (in shares) | 24,749,094 | 17,533,471 | ||
Reserved for employee stock purchase plan | ||||
Class of Stock [Line Items] | ||||
Shares of common stock reserved (in shares) | 5,495,601 | 1,832,324 | 3,663,277 |
Equity Instruments - Narrative
Equity Instruments - Narrative (Details) | Sep. 30, 2022 $ / shares $ / warrant shares | Jul. 25, 2022 $ / shares shares | Dec. 31, 2021 $ / shares $ / warrant shares | Dec. 02, 2020 $ / shares $ / warrant shares |
Measurement Input, Trading Volatility | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Business combination, measurement input | 0.33 | |||
Common stock warrants | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Number of Warrants (in shares) | 13,145,000 | 13,075,000 | ||
Exercise ratio | 1 | 1 | ||
Private placement warrants | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Number of Warrants (in shares) | 4,450,000 | 4,450,000 | ||
Fair Value on Issue Date per warrant (in dollars per warrant) | $ / warrant | 2 | |||
Exercise Price per Warrant (in dollars per share) | $ / shares | $ 11.50 | |||
Public Warrants | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Number of Warrants (in shares) | 8,625,000 | 8,625,000 | 34,500,000 | |
Fair Value on Issue Date per warrant (in dollars per warrant) | $ / warrant | 3.30 | 3.30 | 10 | |
Exercise Price per Warrant (in dollars per share) | $ / shares | $ 11.50 | $ 11.50 | $ 11.50 | |
Warrants term | 5 years | |||
2022 Private Warrant | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Number of Warrants (in shares) | 70,000 | |||
Fair Value on Issue Date per warrant (in dollars per warrant) | $ / warrant | 2.43 | |||
Exercise Price per Warrant (in dollars per share) | $ / shares | $ 2.56 | $ 2.56 | ||
Number of shares called by warrants | 70,000 |
Equity Instruments - Warrants f
Equity Instruments - Warrants for Shares of Stock (Details) $ / shares in Units, $ in Thousands | Sep. 30, 2022 USD ($) $ / shares $ / warrant shares | Jul. 25, 2022 $ / shares | Dec. 31, 2021 USD ($) $ / shares $ / warrant shares | Dec. 02, 2020 $ / shares $ / warrant shares |
Class of Warrant or Right [Line Items] | ||||
Fair Value | $ 10,836 | $ 21,705 | ||
Common stock warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Number of Warrants (in shares) | shares | 13,145,000 | 13,075,000 | ||
Fair Value | $ 10,836 | $ 21,705 | ||
Private Warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Number of Warrants (in shares) | shares | 4,450,000 | 4,450,000 | ||
Exercise Price per Warrant (in dollars per share) | $ / shares | $ 11.50 | $ 11.50 | ||
Fair Value on Issue Date per warrant (in dollars per warrant) | $ / warrant | 2 | 2 | ||
Fair Value | $ 3,605 | $ 7,387 | ||
2022 Private Warrant | ||||
Class of Warrant or Right [Line Items] | ||||
Number of Warrants (in shares) | shares | 70,000 | |||
Exercise Price per Warrant (in dollars per share) | $ / shares | $ 2.56 | $ 2.56 | ||
Fair Value on Issue Date per warrant (in dollars per warrant) | $ / warrant | 2.43 | |||
Fair Value | $ 245 | |||
Public Warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Number of Warrants (in shares) | shares | 8,625,000 | 8,625,000 | 34,500,000 | |
Exercise Price per Warrant (in dollars per share) | $ / shares | $ 11.50 | $ 11.50 | $ 11.50 | |
Fair Value on Issue Date per warrant (in dollars per warrant) | $ / warrant | 3.30 | 3.30 | 10 | |
Fair Value | $ 6,986 | $ 14,318 |
Equity Instruments - Rollforwar
Equity Instruments - Rollforward of Warrant Liability (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Warrant Liability [Roll Forward] | ||||
Beginning Balance | $ 21,705 | |||
Change in fair value | (11,039) | $ 3,633 | ||
Ending Balance | $ 10,836 | 10,836 | ||
Common Stock Warrants | ||||
Warrant Liability [Roll Forward] | ||||
Beginning Balance | 4,053 | $ 0 | 21,705 | 0 |
Issuance of warrants | 170 | 21,051 | 170 | 21,051 |
Change in fair value | 6,613 | (915) | (11,039) | (915) |
Ending Balance | $ 10,836 | 20,136 | $ 10,836 | 20,136 |
Redeemable convertible preferred stock | ||||
Warrant Liability [Roll Forward] | ||||
Beginning Balance | 1,922 | 181 | ||
Change in fair value | (1,023) | 718 | ||
Exercise of warrants (Redeemable preferred convertible stock) | (899) | (899) | ||
Ending Balance | $ 0 | $ 0 |
Equity Instruments - Fair Value
Equity Instruments - Fair Value Assumptions (Details) | Sep. 30, 2022 $ / shares | Dec. 31, 2021 $ / shares |
December 2020 Private Placement Common Stock Warrants | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants term | 4 years | 4 years 9 months |
December 2020 Private Placement Common Stock Warrants | Current stock price (in dollars per share) | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant, measurement input | 3.94 | 7.81 |
December 2020 Private Placement Common Stock Warrants | Expected volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant, measurement input | 0.620 | 0.405 |
December 2020 Private Placement Common Stock Warrants | Risk-free interest rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant, measurement input | 0.042 | 0.012 |
December 2020 Private Placement Common Stock Warrants | Dividend rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant, measurement input | 0 | 0 |
July 2020 Public Common Stock Warrants | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants term | 11 years 9 months 25 days | |
July 2020 Public Common Stock Warrants | Current stock price (in dollars per share) | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant, measurement input | 3.94 | |
July 2020 Public Common Stock Warrants | Expected volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant, measurement input | 0.778 | |
July 2020 Public Common Stock Warrants | Risk-free interest rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant, measurement input | 0.038 | |
July 2020 Public Common Stock Warrants | Dividend rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant, measurement input | 0 |
Equity Instruments - Rollforw_2
Equity Instruments - Rollforward of Contingent Earnout Liabilities (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Contingent Earnout Liability [Roll Forward] | |
Beginning Balance | $ 111,487 |
Gain on fair value of contingent earnout liabilities | (58,110) |
Ending Balance | $ 53,377 |
Equity Instruments - Contingent
Equity Instruments - Contingent Earnout Liabilities, Fair Value Assumptions (Details) | Sep. 30, 2022 $ / shares | Dec. 31, 2021 $ / shares |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Expected Term (years) | 4 years | 4 years 9 months |
Current stock price (in dollars per share) | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Business combination, measurement input | 3.94 | 7.81 |
Expected volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Business combination, measurement input | 0.786 | 0.525 |
Risk-free interest rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Business combination, measurement input | 0.042 | 0.012 |
Dividend rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Business combination, measurement input | 0 | 0 |
Equity Incentive Plans and St_3
Equity Incentive Plans and Stock-Based Compensation - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 29, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares of common stock reserved for issuance (in shares) | 67,319,230 | 67,319,230 | 59,504,320 | 66,830,878 | ||
Aggregate intrinsic value of options outstanding | $ 62.2 | $ 62.2 | $ 153.2 | |||
Aggregate intrinsic value of options exercised | 10.5 | $ 0.5 | ||||
Weighted-average grant date fair value of options granted (in dollars per share) | $ 3.58 | |||||
Grant date fair value of options vested | $ 1.5 | $ 0.9 | ||||
Granted (in shares) | 0 | 1,024,000 | ||||
Earnout period | 5 years | |||||
Restricted Stock Units (RSUs) | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Unrecognized compensation cost | $ 30.3 | $ 30.3 | ||||
Unrecognized compensation cost, period for recognition | 3 years 1 month 6 days | |||||
Unvested RSUs | 6,198,000 | 6,198,000 | 4,041,000 | |||
Stock options | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Unrecognized compensation cost | $ 1.5 | $ 1.5 | ||||
Unvested options (in shares) | 7,600,000 | 7,600,000 | ||||
Unrecognized compensation cost, period for recognition | 1 year 7 months 6 days | |||||
ESPP | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares of common stock reserved for issuance (in shares) | 5,495,601 | 5,495,601 | 1,832,324 | 3,663,277 | ||
2021 Equity Incentive Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Award expiration period | 10 years | |||||
Award vesting period | 4 years | |||||
Number of shares of common stock reserved for issuance (in shares) | 51,927,667 | 51,927,667 | 9,161,624 | 42,766,043 | ||
2021 Equity Incentive Plan | Minimum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Exercise price of stock options as percentage of fair value | 110% | |||||
2014 Stock Option Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Award expiration period | 10 years | |||||
Award vesting period | 4 years | |||||
2014 Stock Option Plan | Minimum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Exercise price of stock options as percentage of fair value | 110% |
Equity Incentive Plans and St_4
Equity Incentive Plans and Stock-Based Compensation - Stock Options (Details) - USD ($) $ / shares in Units, $ in Millions | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Options | ||||
Outstanding as of beginning of period (in shares) | 17,731,000 | 21,344,000 | 21,191,000 | 21,471,000 |
Granted (in shares) | 0 | 1,024,000 | ||
Exercised (in shares) | (2,795,000) | (200,000) | ||
Forfeited or expired (in shares) | (665,000) | (951,000) | ||
Outstanding as of end of period (in shares) | 17,731,000 | 21,344,000 | 21,191,000 | 21,471,000 |
Options vested and expected to vest as of end of period (in shares) | 17,731,000 | 21,344,000 | ||
Vested and exercisable as of end of period (in shares) | 10,145,000 | 7,776,000 | ||
Weighted-Average Exercise Price | ||||
Outstanding as of beginning of period (in dollars per share) | $ 0.58 | $ 0.33 | $ 0.33 | |
Granted (in dollars per share) | 0 | 6.69 | ||
Exercised (in dollars per share) | 0.42 | 1.56 | ||
Forfeited or expired (in dollars per share) | 2.49 | 0.61 | ||
Outstanding as of end of period (in dollars per share) | 0.54 | 0.61 | $ 0.58 | $ 0.33 |
Options vested and expected to vest as of end of period (in dollars per share) | 0.54 | 0.61 | ||
Vested and exercisable as of end of period (in dollars per share) | $ 0.65 | $ 0.58 | ||
Weighted-Average Remaining Contractual Term in years | 7 years 6 months | 8 years 6 months | 8 years 2 months 12 days | 9 years 3 months 18 days |
Additional Disclosures | ||||
Aggregate intrinsic value of options outstanding | $ 62.2 | $ 153.2 | ||
Aggregate intrinsic value of options exercised | 10.5 | $ 0.5 | ||
Weighted-average grant date fair value of options granted (in dollars per share) | $ 3.58 | |||
Grant date fair value of options vested | $ 1.5 | $ 0.9 |
Equity Incentive Plans and St_5
Equity Incentive Plans and Stock-Based Compensation - Weighted-Average Assumptions (Details) - Stock options | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected volatility | 59% |
Risk-free interest rate, minimum | 0.90% |
Risk-free interest rate, maximum | 1% |
Dividend yield | 0% |
Expected term (in years) | 5 years 8 months 19 days |
Equity Incentive Plans and St_6
Equity Incentive Plans and Stock-Based Compensation - RSUs Activity (Details) - Restricted stock units - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Number of Shares | ||
Balance as of beginning of period (in shares) | 4,041 | |
Granted (in shares) | 2,912 | |
Released (in shares) | (385) | |
Cancelled (in shares) | (370) | |
Balance as of end of period (in shares) | 6,198 | |
Expected to vest (in shares) | 6,198 | |
Weighted-Average Grant Date Fair Value | ||
Balance as of beginning of period (in dollars per share) | $ 5.80 | $ 7.26 |
Granted (in dollars per share) | 3.81 | |
Released (in dollars per share) | 5.52 | |
Cancelled (in dollars per share) | 6.42 | |
Balance as of end of period (in dollars per share) | 5.80 | |
Expected to vest (in dollars per share) | $ 5.80 | |
Aggregate Intrinsic Value | ||
Balance as of beginning of period | $ 31,563 | |
Granted | 11,500 | |
Released | 1,991 | |
Cancelled | 1,503 | |
Balance as of end of period | 24,422 | |
Expected to vest | $ 24,422 |
Equity Incentive Plans and St_7
Equity Incentive Plans and Stock-Based Compensation - 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 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | $ 5,157 | $ 676 | $ 15,090 | $ 1,751 |
Research and development | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | 2,407 | 211 | 7,485 | 598 |
Selling and marketing | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | 1,144 | 105 | 3,399 | 280 |
General and administrative | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | 1,606 | 360 | 4,206 | 873 |
Restricted stock units | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | 2,831 | 0 | 7,787 | 0 |
Stock options | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | 415 | 676 | 1,473 | 1,751 |
Earnout shares - employees | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | $ 1,911 | $ 0 | $ 5,830 | $ 0 |
Commitment and Contingencies (D
Commitment and Contingencies (Details) $ in Millions | Sep. 30, 2022 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Purchase obligation | $ 61.4 |
Employee Defined-Contribution_2
Employee Defined-Contribution Plans (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Retirement Benefits [Abstract] | ||||
Percentage of contributions that fully vest | 100% | |||
Employer contribution, percentage of employee's eligible compensation | 3% | |||
Contributions | $ 0.3 | $ 0.2 | $ 0.8 | $ 0.4 |
Revenue - Concentration of Cred
Revenue - Concentration of Credit Risk and Other Risks and Uncertainties (Details) - Customer Concentration Risk | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Total Revenue | Customer 1 | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 36.70% | 38.60% | 11.50% | ||
Total Revenue | Customer 2 | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 11.50% | 10.80% | |||
Total Revenue | Customer 3 | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 53.90% | 31.40% | |||
Total Revenue | Customer 4 | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 15.10% | 16.60% | |||
Total Revenue | Customer 5 | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 12.50% | ||||
Total Revenue | Customer 6 | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 17.10% | ||||
Total Revenue | Customer 7 | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 17.20% | ||||
Accounts Receivable, Net | Customer 1 | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 71.20% | ||||
Accounts Receivable, Net | Customer 2 | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 16% | ||||
Accounts Receivable, Net | Customer 6 | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 18.70% | ||||
Accounts Receivable, Net | Customer 8 | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 22.90% | ||||
Accounts Receivable, Net | Customer 9 | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 10.40% |
Revenue - Revenue by Geographic
Revenue - Revenue by Geographic Area (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 19,115 | $ 8,711 | $ 50,977 | $ 17,029 |
Equipment on lease | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 19,115 | 8,711 | 50,977 | 17,029 |
Americas | Equipment on lease | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 18,933 | 7,103 | 50,592 | 15,349 |
Other | Equipment on lease | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 182 | $ 1,608 | $ 385 | $ 1,680 |
Revenue - Narrative (Details)
Revenue - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | ||||
Revenue recognized included in contract liabilities | $ 0.9 | $ 0.3 | $ 2.5 | $ 0.8 |