Cover
Cover - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Apr. 01, 2022 | Jun. 30, 2021 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-40481 | ||
Entity Registrant Name | INDIE SEMICONDUCTOR, INC. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 08-7654321 | ||
Entity Address, Address Line One | 32 Journey | ||
Entity Address, City or Town | Aliso Viejo | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 92656 | ||
City Area Code | 949 | ||
Local Phone Number | 608-0854 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
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 Public Float | $ 608.6 | ||
Documents Incorporated by Reference | Portions of the definitive Proxy Statement (the “2022 Proxy Statement”) for the registrant’s 2022 Annual Meeting of Stockholders are incorporated by reference into Part III, Items 10, 11, 12, 13 and 14 of this Form 10-K. This Proxy Statement will be filed within 120 days after the end of the fiscal year covered by this report. | ||
Entity Central Index Key | 0001841925 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Class A | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Class A common stock, par value $0.0001 per share | ||
Trading Symbol | INDI | ||
Security Exchange Name | NASDAQ | ||
Entity Common Stock, Shares Outstanding | 113,230,759 | ||
Warrants | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Warrants, each whole warrant exercisable for one share of Class A common stock for $11.50 per share | ||
Trading Symbol | INDIW | ||
Security Exchange Name | NASDAQ | ||
Class V | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 28,119,808 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2021 | |
Auditor Information [Abstract] | |
Auditor Firm ID | 185 |
Auditor Name | KPMG LLP |
Auditor Location | Irvine, CA |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 219,081 | $ 18,698 |
Restricted cash | 383 | 0 |
Accounts receivable, net of allowance for doubtful accounts of $27 as of December 31, 2021 and $185 as of December 31, 2020 | 13,842 | 5,913 |
Inventory, net | 9,080 | 2,900 |
Prepaid expenses and other current assets | 5,648 | 2,465 |
Total current assets | 248,034 | 29,976 |
Property and equipment, net | 11,090 | 2,169 |
Intangible assets, net | 96,285 | 1,088 |
Goodwill | 115,206 | 1,739 |
Other assets and deposits | 270 | 154 |
Total assets | 470,885 | 35,126 |
Liabilities and stockholders' equity | ||
Accounts payable | 5,441 | 4,554 |
Accrued expenses and other current liabilities | 18,643 | 2,522 |
Intangible asset contract liability | 5,516 | 2,270 |
Deferred revenue | 1,840 | 1,665 |
Simple agreements for future equity ("SAFEs") | 0 | 102,700 |
Current debt obligations | 2,275 | 8,488 |
Total current liabilities | 33,715 | 122,199 |
Long-term debt, net of current portion | 5,618 | 12,345 |
Warrant Liability | 100,467 | 0 |
Intangible asset contract liability, net of current portion | 12,452 | 400 |
Deferred tax liabilities, non-current | 21,164 | 0 |
Other long-term liabilities | 5,612 | 1,674 |
Total liabilities | 179,028 | 136,618 |
Commitments and contingencies (Note 21) | ||
Stockholder’s equity | ||
Preferred stock, $0.0001 par value, 10,000,000 shares authorized; 0 shares issued or outstanding | 0 | 0 |
Additional paid-in capital | 514,891 | 43,155 |
Accumulated deficit | (200,416) | (153,264) |
Accumulated other comprehensive loss | (1,443) | (209) |
indie’s stockholder’s equity (deficit) | 313,046 | (110,312) |
Noncontrolling interest | (21,189) | 8,820 |
Total stockholders' equity (deficit) | 291,857 | (101,492) |
Total liabilities and stockholders' equity | 470,885 | 35,126 |
Class A | ||
Stockholder’s equity | ||
Common Stock | 11 | 3 |
Class V | ||
Stockholder’s equity | ||
Common Stock | $ 3 | $ 3 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Allowance for doubtful accounts | $ 27 | $ 185 |
Preferred stock, par value (in dollars per share) | $ 0.1000 | $ 0.1000 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Class A | ||
Common stock, par value (in dollars per share) | $ 0.1000 | $ 0.1000 |
Common stock, shares authorized (in shares) | 250,000,000 | 250,000,000 |
Common stock, shares issued (in shares) | 111,260,962 | 38,255,490 |
Common stock, shares outstanding (in shares) | 108,181,781 | 34,413,634 |
Class V | ||
Common stock, par value (in dollars per share) | $ 0.1000 | $ 0.1000 |
Common stock, shares authorized (in shares) | 40,000,000 | 40,000,000 |
Common stock, shares issued (in shares) | 30,448,081 | 33,373,294 |
Common stock, shares outstanding (in shares) | 30,448,081 | 33,373,294 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | ||
Revenue: | |||
Total revenue | $ 48,412 | $ 22,610 | |
Operating expenses: | |||
Cost of goods sold | 28,703 | 13,042 | |
Research and development | 58,117 | 22,013 | |
Selling, general, and administrative | 36,384 | 6,796 | |
Total operating expenses | 123,204 | 41,851 | |
Loss from operations | (74,792) | (19,241) | |
Other income (expense), net: | |||
Interest income | 49 | 25 | |
Interest expense | (1,239) | (2,193) | |
Gain (loss) from change in fair value of SAFEs | 21,600 | (76,935) | |
Gain (loss) from change in fair value of warrants | (26,060) | 0 | |
Gain (loss) from change in fair value of earn-out liabilities | (38,838) | (220) | |
Gain (loss) from extinguishment of debt | 304 | 0 | |
Other income (expense) | 42 | 229 | |
Total other expense, net | (44,142) | (79,094) | |
Net loss before income taxes | (118,934) | (98,335) | |
Income tax benefit (provision) | 327 | (29) | |
Net loss | (118,607) | (98,364) | |
Less: Net loss attributable to noncontrolling interest | (30,563) | (866) | |
Net loss attributable to indie Semiconductor, Inc. | (88,044) | (97,498) | |
Net loss attributable to common shares —basic | (88,044) | (97,498) | |
Net loss attributable to common shares —diluted | $ (88,044) | $ (97,498) | |
Net loss per share attributable to common shares - basic (in dollars per share) | $ (1.26) | $ (3.12) | |
Net loss per share attributable to common shares —diluted (in dollars per share) | $ (1.26) | $ (3.12) | |
Weighted average common shares outstanding - basic (in shares) | [1] | 70,012,112 | 31,244,414 |
Weighted average common shares outstanding - diluted (in shares) | [1] | 70,012,112 | 31,244,414 |
Product revenue | |||
Revenue: | |||
Total revenue | $ 43,796 | $ 19,488 | |
Contract revenue | |||
Revenue: | |||
Total revenue | $ 4,616 | $ 3,122 | |
[1] | (1) Retroactively restated to give effect to the reverse recapitalization. |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Comprehensive Income (Loss) | ||
Net loss | $ (118,607) | $ (98,364) |
Other comprehensive income (loss): | ||
Foreign currency translation adjustments | (1,365) | 158 |
Comprehensive loss | (119,972) | (98,206) |
Less: Comprehensive loss attributable to noncontrolling interest | (30,654) | (740) |
Comprehensive loss attributable to indie Semiconductor, Inc. | $ (89,318) | $ (97,466) |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) AND NONCONTROLLING INTEREST - USD ($) $ in Thousands | Total | Class H Unit | Class G | Previously Reported | Revision of Prior Period, Adjustment | Total Stockholders' Equity (Deficit) Attributable to indie Semiconductor, Inc. | Total Stockholders' Equity (Deficit) Attributable to indie Semiconductor, Inc.Class H Unit | Total Stockholders' Equity (Deficit) Attributable to indie Semiconductor, Inc.Class G | Total Stockholders' Equity (Deficit) Attributable to indie Semiconductor, Inc.Previously Reported | Common stockCommon Stock Class A | Common stockCommon Stock Class V | Common stockPreviously ReportedCommon Stock Class A | Common stockPreviously ReportedCommon Stock Class V | Common stockRevision of Prior Period, AdjustmentCommon Stock Class A | Common stockRevision of Prior Period, AdjustmentCommon Stock Class V | Additional Paid-In Capital | Additional Paid-In CapitalClass H Unit | Additional Paid-In CapitalClass G | Additional Paid-In CapitalPreviously Reported | Additional Paid-In CapitalRevision of Prior Period, Adjustment | Accumulated Deficit | Accumulated DeficitPreviously Reported | Accumulated Other Comprehensive Income | Accumulated Other Comprehensive IncomePreviously Reported | Noncontrolling Interest | Noncontrolling InterestPreviously Reported | |
Beginning balance (in shares) at Dec. 31, 2019 | 0 | 2,251,020 | (2,251,020) | ||||||||||||||||||||||||
Beginning balance at Dec. 31, 2019 | $ 0 | $ 41,468 | $ (41,468) | ||||||||||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2019 | [1] | 33,405,625 | 33,373,294 | 0 | 0 | 33,405,625 | 33,373,294 | ||||||||||||||||||||
Beginning balance at Dec. 31, 2019 | (10,582) | $ (10,582) | $ 0 | $ (13,962) | $ (13,962) | $ 3 | $ 3 | $ 0 | $ 0 | $ 3 | $ 3 | $ 42,039 | $ 577 | $ 41,462 | $ (55,766) | $ (55,766) | $ (241) | $ (241) | $ 3,380 | $ 3,380 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||||||
Vesting of equity awards (in shares) | [1] | 882,908 | |||||||||||||||||||||||||
Proceeds from sale of noncontrolling interest | 6,180 | 6,180 | |||||||||||||||||||||||||
New issues (in shares) | [1] | 125,101 | |||||||||||||||||||||||||
New issues | $ 711 | $ 405 | $ 711 | $ 405 | $ 711 | $ 405 | |||||||||||||||||||||
Net loss | (98,364) | (97,498) | (97,498) | (866) | |||||||||||||||||||||||
Foreign currency translation adjustment | $ 158 | 32 | 32 | 126 | |||||||||||||||||||||||
Ending balance (in shares) at Dec. 31, 2020 | 0 | 2,287,279 | |||||||||||||||||||||||||
Ending balance at Dec. 31, 2020 | $ 0 | ||||||||||||||||||||||||||
Ending balance (in shares) at Dec. 31, 2020 | [1] | 34,413,634 | 33,373,294 | ||||||||||||||||||||||||
Ending balance at Dec. 31, 2020 | (101,492) | (110,312) | $ 3 | $ 3 | 43,155 | (153,264) | (209) | 8,820 | |||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||||||
Net loss | $ (3,205) | (2,619) | (2,619) | (586) | |||||||||||||||||||||||
Ending balance (in shares) at Jun. 10, 2021 | 2,930,711 | ||||||||||||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2020 | 0 | 2,287,279 | |||||||||||||||||||||||||
Beginning balance at Dec. 31, 2020 | $ 0 | ||||||||||||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2020 | [1] | 34,413,634 | 33,373,294 | ||||||||||||||||||||||||
Beginning balance at Dec. 31, 2020 | (101,492) | (110,312) | $ 3 | $ 3 | 43,155 | (153,264) | (209) | 8,820 | |||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||||||
Vesting of equity awards (in shares) | [1] | 796,590 | |||||||||||||||||||||||||
New issues (in shares) | [1] | 1,725,000 | |||||||||||||||||||||||||
New issues | 1 | (343) | $ 1 | (344) | 344 | ||||||||||||||||||||||
Vesting of equity awards | [1] | 1,943,838 | |||||||||||||||||||||||||
Share-based compensation | 22,905 | 22,905 | 22,905 | ||||||||||||||||||||||||
Net loss | (118,607) | ||||||||||||||||||||||||||
Reverse recapitalization on June 10, 2021 (in shares) | [1] | 60,441,289 | 454,077 | ||||||||||||||||||||||||
Reverse recapitalization on June 10, 2021 | 251,235 | 251,235 | $ 6 | 251,229 | |||||||||||||||||||||||
Reverse recapitalization: ADK Minority Holders interest on June 10, 2021 (in shares) | [1] | (378,605) | |||||||||||||||||||||||||
Reverse recapitalization: ADK Minority Holders interest on June 10, 2021 | 0 | 4,101 | (36,831) | 40,892 | 40 | (4,101) | |||||||||||||||||||||
Reclassification of earn-out liability | 158,517 | 158,517 | 158,517 | ||||||||||||||||||||||||
Issuance per Exchange of Class V to Class A | (3,237) | (3,237) | 3,237 | ||||||||||||||||||||||||
Issuance per Exchange of Class V to Class A (in shares) | [1] | 3,379,290 | (3,379,290) | ||||||||||||||||||||||||
Conversion of common units into common stock (in shares) | [1] | 55,601 | |||||||||||||||||||||||||
Issuance per net settlement of equity awards and cash exercise of stock options | (1,778) | (1,778) | (1,778) | ||||||||||||||||||||||||
Issuance per TeraXion acquisition | 82,441 | 81,276 | $ 1 | 81,275 | 1,165 | ||||||||||||||||||||||
Issuance per TeraXion acquisition (in shares) | [1] | 5,805,144 | |||||||||||||||||||||||||
Foreign currency translation adjustment | $ (1,365) | (1,274) | (1,274) | (91) | |||||||||||||||||||||||
Ending balance (in shares) at Dec. 31, 2021 | 0 | ||||||||||||||||||||||||||
Ending balance at Dec. 31, 2021 | $ 0 | ||||||||||||||||||||||||||
Ending balance (in shares) at Dec. 31, 2021 | [1] | 108,181,781 | 30,448,081 | ||||||||||||||||||||||||
Ending balance at Dec. 31, 2021 | $ 291,857 | 313,046 | $ 11 | $ 3 | 514,891 | (200,416) | (1,443) | (21,189) | |||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||||||
New issues (in shares) | 44,797,894 | ||||||||||||||||||||||||||
New issues | $ 4 | 377,654 | |||||||||||||||||||||||||
Reverse recapitalization on June 10, 2021 (in shares) | 60,441,289 | 454,077 | |||||||||||||||||||||||||
Reverse recapitalization on June 10, 2021 | $ 6 | $ 0 | 251,229 | ||||||||||||||||||||||||
Ending balance (in shares) at Jun. 10, 2021 | 2,930,711 | ||||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||||||
Net loss | $ (115,402) | (85,425) | (85,425) | (29,977) | |||||||||||||||||||||||
Ending balance (in shares) at Dec. 31, 2021 | 0 | ||||||||||||||||||||||||||
Ending balance at Dec. 31, 2021 | $ 0 | ||||||||||||||||||||||||||
Ending balance (in shares) at Dec. 31, 2021 | [1] | 108,181,781 | 30,448,081 | ||||||||||||||||||||||||
Ending balance at Dec. 31, 2021 | $ 291,857 | $ 313,046 | $ 11 | $ 3 | $ 514,891 | $ (200,416) | $ (1,443) | $ (21,189) | |||||||||||||||||||
[1] | Retroactively restated to give effect to the reverse recapitalization. |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (118,607) | $ (98,364) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 5,967 | 2,652 |
Inventory impairment charges | 173 | 618 |
Share-based compensation | 22,905 | 0 |
Amortization of discount and cost of issuance of debt | 198 | 249 |
Non-cash interest expense | 0 | 474 |
Bad debts | (158) | 47 |
Accrued contingent consideration related to acquisition | 0 | 553 |
(Gain) loss from change in fair value remeasurement of SAFEs | (21,600) | 76,935 |
(Gain) loss from change in fair value of warrants | 26,060 | 0 |
(Gain) loss from change in fair value of contingent consideration and earn-out liability | 38,889 | 0 |
(Gain) loss from extinguishment of debt | (304) | 0 |
Deferred City Semi compensation | 500 | 0 |
Deferred tax liabilities | (516) | 0 |
Unrealized foreign currency transaction (gain) loss | (86) | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (4,477) | (1,304) |
Inventory | (3,171) | 767 |
Accounts payable | (2,476) | (207) |
Accrued expenses and other current liabilities | 5,382 | (38) |
Deferred revenue | (837) | (1,821) |
Prepaid expenses and other current assets | (3,706) | (1,918) |
Other long-term liabilities | 45 | 139 |
Net cash used in operating activities | (55,819) | (21,218) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (2,682) | (637) |
Purchases of intangible assets | (1,388) | 0 |
Payments for acquired software license | 0 | (134) |
Business combinations, net of cash | (80,256) | 0 |
Net cash used in investing activities | (84,326) | (771) |
Cash flows from financing activities: | ||
Proceeds from issuance of SAFEs | 5,000 | 25,765 |
Proceeds from sale of noncontrolling interest | 0 | 6,180 |
Proceeds from issuance of debt obligations | 775 | 6,112 |
Proceeds from reverse recapitalization | 377,663 | 0 |
Issuance costs related to reverse recapitalization | (19,902) | 0 |
Payments on debt obligations | (17,543) | (4,183) |
Payments on financed software | (2,270) | (400) |
Redemption of Class H units | (900) | 0 |
Settlement of City Semi first tranche contingent consideration | (399) | 0 |
Taxes paid related to net share settlement of vested equity awards | (1,844) | 0 |
Proceeds from exercise of stock options | 66 | 0 |
Net cash provided by financing activities | 340,646 | 33,474 |
Effect of exchange rate changes on cash, cash equivalents, and restricted cash | 265 | 58 |
Net increase in cash, cash equivalents, and restricted cash | 200,766 | 11,543 |
Cash, cash equivalents, and restricted cash at beginning of period | 18,698 | 7,155 |
Cash, cash equivalents, and restricted cash at end of period | 219,464 | 18,698 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 1,234 | 1,476 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Purchases of property and equipment, accrued but not paid | 240 | 161 |
Conversion of historical members' equity | 41,278 | 0 |
Class G warrants cashless exchange | 407 | 0 |
Conversion of SAFEs | 86,100 | 0 |
Conversion of Embry Notes | 4,119 | 0 |
Recognition of earn-out considerations | 119,759 | 0 |
Recognition of warrant liabilities | 74,408 | 0 |
Accrual for purchases of intangible assets | 17,820 | 509 |
Fair value of common stock issued for business combination | 82,441 | 0 |
Contingent consideration for business combination | 4,000 | 0 |
Future fixed cash consideration for business combination | $ 7,500 | $ 0 |
Nature of the Business and Basi
Nature of the Business and Basis of Presentation | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of the Business and Basis of Presentation | Nature of the Business and Basis of Presentation indie Semiconductor, Inc. (“indie”) and its predecessor for accounting purposes, Ay Dee Kay, LLC, a California limited liability company (“ADK LLC”) and its subsidiaries are collectively referred to herein as the “Company.” The Company offers highly innovative automotive semiconductors and software solutions for Advanced Driver Assistance Systems (“ADAS”), autonomous vehicle, connected car, user experience and electrification applications. The Company focuses on edge sensors across multiple modalities spanning LiDAR, radar, ultrasound and vision. These functions represent the core underpinnings of both electric and autonomous vehicles, while the advanced user interfaces are transforming the in-cabin experience to mirror and seamlessly connect to the mobile platforms people rely on every day. indie is an approved vendor to Tier 1 automotive suppliers and its platforms can be found in marquee automotive manufacturers around the world. Headquartered in Aliso Viejo, California, indie has design centers and sales offices in Austin, Texas; Boston, Massachusetts; Detroit, Michigan; San Francisco and San Jose, California; Budapest, Hungary; Dresden, Germany; Edinburgh, Scotland; Haifa, Israel; Quebec City, Canada; Tokyo, Japan and several locations throughout China. The Company engages subcontractors to manufacture its products. The majority of these subcontractors are located in Asia . Recent Acquisitions On October 1, 2021, indie entered into a definitive agreement and completed its acquisition of ON Design Israel Ltd. (“ON Design Israel”), for $4,974 in cash paid upon close (net of cash acquired), $7,500 of cash in 2022 and up to $7,500 of cash based on design win performance. Upon completion of the acquisition, ON Design Israel was renamed to indie Semiconductor Design Israel Ltd. On October 12, 2021, indie completed its acquisition of all of the outstanding capital stock of TERAXION INC, a Canadian corporation (“TeraXion”) from the existing stockholders of TeraXion. The acquisition was consummated pursuant to a Share Purchase Agreement dated August 27, 2021 (the “Purchase Agreement”). The total consideration paid for this acquisition consisted of (i) approximately $75,282 in cash (including debt paid at closing and net of cash acquired); (ii) the issuance by indie of 5,805,144 shares of indie Class A common stock with a fair value of $65,192; and (iii) the assumption by indie of TeraXion options, which became exercisable to purchase 1,542,332 shares of indie Class A common stock with a fair value of $17,249. On October 21, 2021, indie entered into a definitive agreement with Analog Devices to acquire Symeo GmbH (“Symeo”) for $10,000 in cash at closing, $10,000 in cash in 2023 and an equity-based earn-out of up to 858,369 shares of indie Class A common stock based on future revenue growth. The Symeo transaction closed on January 4, 2022. See Note 3 - Business Combinations for additional description of these acquisitions. Reverse Recapitalization with Thunder Bridge Acquisition II On June 10, 2021 (the “Closing Date”), the Company completed a series of transactions (the “Transaction”) with Thunder Bridge Acquisition II, Ltd. (“TB2”) pursuant to the Master Transactions Agreement dated December 14, 2020, as amended on May 3, 2021. In connection with the Transaction, Thunder Bridge Acquisition II Surviving Pubco, Inc, a Delaware corporation (“Surviving Pubco”), was formed to be the successor public company to TB2, and TB2 was domesticated into a Delaware corporation and merged with and into a merger subsidiary of Surviving Pubco. Immediately prior to the closing of the Transaction (the “Closing”), shareholders of TB2 redeemed an aggregate of 9,877,106 common shares of TB2 and the outstanding common shares and warrants of TB2 were converted into 24,622,894 Class A common shares of Surviving Pubco and 17,250,000 warrants to purchase Class A common shares of Surviving Pubco. The outstanding common shares and warrants of TB2 sponsors were converted into 8,625,000 shares of Class A common shares and 8,650,000 private placement warrants. In addition, TB2 issued 1,500,000 working capital warrants to an affiliate of the sponsor in satisfaction of a working capital promissory note (see Note 10 - Warrant Liability). Concurrent with the Closing, TB2 raised $150,000 in a Private Investment in Public Entity (“PIPE”) financing, pursuant to which Surviving Pubco issued 15,000,000 Class A common shares. On the Closing Date, Surviving PubCo changed its name to indie Semiconductor, Inc., and listed its shares of Class A common stock, par value $0.0001 per share (“Common Stock”) on the Nasdaq under the symbol “INDI.” Immediately prior to the Transaction, (i) the Company’s existing warrants to purchase the Company’s Class G units were net exercised and 10,019 Class G units of the Company were issued to the holders of the warrants; (ii) the SAFEs were converted into an aggregate of 284,925 Class A units; (iii) the Embry notes and the interest accrued thereunder were converted into 185,000 Class A units and 100,000 Class C units; and (iv) all 1,251,566 Class C, D, E, F and G units of the Company were converted into Class A units as per their rights and preferences. Immediately thereafter, each outstanding Class A unit and Class B unit was split into approximately 27.8 Class A units and Class B units, respectively (the “Exchange Ratio”). Following the split, 77,497,793 Class A units were exchanged for 43,670,422 Class A common shares and 33,827,371 Class V common shares in indie and 9,564,150 Class B units were exchanged for 9,564,150 Class A common shares in indie (1,791,147 of such shares were subject to vesting conditions). The closing Exchange Ratio was determined by dividing (i) a number of shares of the Company’s Class A common stock equal to (A) the Closing Merger Consideration (as defined below), divided by (B) $10.00 per share, by (ii) the total number of ADK LLC membership units outstanding immediately prior to the Closing. The “Closing Merger Consideration” of $894,628 was determined by taking $900,000 of merger consideration less applicable adjustments of $5,372. 3,450,000 Class A common shares of indie were issued and held in escrow (“Escrow Shares”) for the potential future release to the sponsors of TB2 in the event the earn-out milestones are met. Additionally, the former owners of ADK LLC may be entitled to receive up to 10,000,000 earn-out shares of the Company’s Class A common stock if the earn-out milestones are met. See Note 11 - Contingent and Earn-Out Liabilities for the milestone details. Immediately following the Closing, the Company’s board of directors consisted of nine directors, seven of whom were designated by the Company. A majority of the directors qualified as independent directors under rules of Nasdaq. The Transaction was accounted for as a reverse recapitalization in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). Under the guidance in Accounting Standards Codifications (“ASC”) Topic 805, indie is treated as the “acquirer” for financial reporting purposes. As such, the Company is deemed the accounting predecessor of the combined business and is the successor registrant for U.S. Securities and Exchange Commission (“SEC”) purposes, meaning that the Company’s financial statements for previous periods will be disclosed in the registrant’s future periodic reports filed with the SEC. The most significant change in our reported financial position and results of operations was gross cash proceeds of $399,511 from the merger transaction, which includes 150,000 in gross proceeds from the PIPE financing that was consummated in conjunction with the Transaction. The increase in cash was offset by transaction costs incurred in connection with the Transaction of approximately $43,463 plus the retirement of indie’s long-term debt of $15,607. Approximately $29,770 of the transaction costs and all of indie’s long-term debt were paid as of June 30, 2021. Approximately $21,848 of the transaction costs paid as of June 30, 2021 were paid by TB2 as part of the Closing. The remainder of the transaction costs were paid in the third quarter of 2021. The table below summarizes the shares of Class A and Class V common stock issued immediately after the closing of the Transaction as well as the impact of the Transaction on the consolidated statement of stockholders’ equity as of June 10, 2021: Class A Common Stock Class V Common Stock Additional Paid in Capital Shares Amount Shares Amount Redemption of Class H units (125,101) $ — — $ — $ (900) Embry notes conversion 8,023,072 1 — — 4,118 Warrants net settlement conversion 278,533 — — — — SAFEs conversion 7,466,891 1 454,077 — 86,099 PIPE and SPAC financing 44,797,894 4 — — 377,654 Earn-out liability — — — — (119,759) Transaction expenses — — — — (21,575) Warrants liability — — — — (74,408) Reverse recapitalization on June 10, 2021 60,441,289 $ 6 454,077 $ — $ 251,229 Risks and Uncertainties The COVID-19 pandemic (the “Pandemic”) and efforts to control its spread have significantly curtailed the movement of people, goods, and services worldwide. The duration and extent of the Pandemic depends on future developments that cannot be accurately predicted at this time, including the duration and severity of the Pandemic, the severity and transmission rates of new and more contagious and/or vaccine-resistant variants of COVID-19, and the actions taken to contain it or treat COVID-19, including the availability, distribution, rate of public acceptance and efficacy of vaccines for COVID-19, as well as the economic impact on local, regional, national and international customers and markets. The Pandemic has already had an adverse effect on the global economy, and the ultimate societal and economic impact of the Pandemic remains unknown. The Company experienced a decrease in customer demand and product shipments in the second quarter of fiscal year 2020. This decrease was primarily the result of closures or reduced capacity at customer manufacturing facilities in China. Starting from the second half of fiscal year 2020, customer manufacturing facilities re-opened, and through 2021, customers’ demand has continued to increase. As a result, the semiconductor industry and automotive semiconductors in particular, experienced material shortages and supply constraints. Given the Company’s reliance on third-party manufacturing suppliers, these industry dynamics have resulted in certain instances of extended production lead times, increased production and expedite costs, and delays in meeting increasing customer demand for its products, which if unabated, present a significant risk to the Company. In certain circumstances, the Company has increased order lead times, and placed purchase orders with suppliers based on its anticipated demand requirements in efforts to secure production capacity allocation. However, the Company cannot predict the duration or magnitude of the Pandemic or the full impact that it may have on the Company’s financial condition, operations, and workforce. The Company will continue to actively monitor the rapidly evolving situation related to the Pandemic and may take further actions that alter the Company’s operations, including those that may be required by federal, state or local authorities, or that the Company determines are in the best interests of its employees and other third parties with whom the Company does business. Basis of Presentation The consolidated financial statements are prepared in accordance with U.S. GAAP and the rules and regulations of the SEC. Any reference in these notes to applicable guidance is meant to refer to the authoritative U.S. GAAP as found in ASC and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”). The consolidated financial statements include the accounts of Ay Dee Kay, LLC, its wholly-owned subsidiaries Indie Services Corporation, indie LLC and Indie City LLC, all California entities, Ay Dee Kay Limited, a private limited company incorporated under the laws of Scotland, indie GmbH, a private limited liability company incorporated under the laws of Germany, indie Kft, a limited liability company incorporated under the laws of Hungary, TeraXion Inc., a company incorporated under the laws of Canada, indie Semiconductor Israel Ltd., a private limited company incorporated under the laws of Israel, its majority owned subsidiary, Wuxi indie Microelectronics (“Wuxi”), a Chinese entity 50% owned by the Company as of December 31, 2021 and Wuxi’s wholly-owned subsidiaries, indie Semiconductor Japan, indie Semiconductor HK, Ltd and Shanghai Ziying Microelectronics Co., Ltd. All significant intercompany accounts and transactions of the subsidiaries have been eliminated in consolidation. The noncontrolling interest attributable to the Company’s less-than-wholly-owned subsidiary is presented as a separate component from stockholders’ equity (deficit) in the consolidated balance sheets, and a noncontrolling interest in the consolidated statements of operations and consolidated statements of stockholders’ equity (deficit) and noncontrolling interest (see Note 2 — Summary of Significant Accounting Policies — Consolidation). |
Business Combinations | Business CombinationsThe Company acquired City Semiconductor, Inc. (“City Semi”) in May 2020 and both TeraXion and On Design Israel in October 2021. These acquisitions were recorded by allocating the purchase consideration to the net assets acquired based on their estimated fair values at the acquisition date. The excess of the purchase consideration for the acquisition over the fair value of the net assets acquired is recorded as goodwill. The fair values were based on management’s analysis, including work performed by third-party valuation specialists. The following presents the final allocation of the purchase consideration to the assets acquired and liabilities assumed for City Semi and preliminary allocation of the purchase consideration to the assets acquired and liabilities assumed for TeraXion and OnDesign on December 31, 2021: City Semi TeraXion OnDesign Israel Purchase price - cash consideration $ 138 $ 74,050 $ 6,107 Add: debt paid at closing — 6,857 — Less: cash acquired — (5,625) (1,133) Net cash paid 138 75,282 4,974 Total equity consideration 711 82,441 — Purchase price - accrued cash consideration — — 7,500 Contingent consideration 1,180 — 4,000 Net consideration $ 2,029 $ 157,723 $ 16,474 Fair value of net assets and liabilities assumed: Current assets other than cash — 7,627 119 Property and equipment — 6,009 1,315 Intangible assets - Software license 139 — — Developed technology 369 43,594 5,077 In-progress research & development — 10,304 1,562 Customer relationships — 12,682 — Backlog — 2,378 — Trade name — 6,125 — Other non-current assets — — 66 Current liabilities (177) (5,840) (754) Deferred revenue (41) (1,025) — Deferred tax liabilities, non-current — (20,272) (1,578) Other non-current liabilities — — — Long-term debt — (7,580) — Total fair value of net assets acquired 290 54,002 5,807 Goodwill $ 1,739 $ 103,721 $ 10,667 Any changes in the estimated fair values of the net assets recorded for the business combination of TeraXion or On Design Israel upon the finalization of more detailed analyses of the facts and circumstances that existed at the date of the transaction will change the allocation of the purchase price. Any subsequent changes to the purchase allocation during the measurement period that are material will be recorded in the reporting period in which the adjustment amounts are determined. Trade receivables and payables, as well as other current and non-current assets and liabilities, were valued at the existing carrying value as they represented the fair value of those items at the acquisition date, based on management’s judgments and estimates. Due to the fact that the acquisitions related to TeraXion and On Design Israel have just recently occurred in the current interim period, the magnitude of the transaction, and the significant information to be obtained and analyzed, some of which resides in foreign jurisdictions, the Company’s fair value estimates for the purchase price allocation are preliminary and may change Acquisition of City Semiconductor, Inc On May 13, 2020, the Company acquired certain assets and liabilities of City Semi, which had developed technology related to analog and mixed-signal integrated circuitry, with a focus on high-speed analog-to-digital converters and digital-to analog-intellectual property cores. The Company accounted for the acquisition as a business combination. The transaction costs associated with the acquisition were not material and were expensed as incurred. Total purchase consideration transferred at closing included contingent consideration that had a fair value of $1,180 as of the acquisition date. The maximum contingent consideration payable in connection with the acquisition is $2,000. The acquisition date fair value of the contingent consideration was determined based on the Company’s assessment of the probability of achieving the performance targets that ultimately obligate the Company to transfer additional consideration to the seller. The contingent consideration is comprised of two tranches. The first tranche is payable, up to a maximum of $500, upon the achievement of cash collection targets within twelve months of the acquisition, and $456 was achieved in May 2021. The second tranche is payable, up to a maximum of $1,500, upon the shipment of a product incorporating the acquired developed technology. The fair value of any outstanding contingent consideration liabilities will be remeasured as of the end of each reporting period with any resulting remeasurement gains or losses recognized in the consolidated statement of operations. In September 2021, the Company paid off the first tranche of the contingent consideration. The fair value of the second tranche contingent consideration liabilities was $980 as of December 31, 2021. The fair value of the first and second tranche contingent consideration liabilities was $500 and $900, respectively, as of December 31, 2020. The fair value of the first tranche contingent consideration liability as of December 31, 2020 was reflected in Other current liabilities within the consolidated balance sheet and the fair value of the second tranche contingent consideration liability as of December 31, 2021 and December 31, 2020 is reflected in Other long-term liabilities . In connection with the acquisition, the two existing employees of City Semi, including the founder and sole shareholder of City Semi, entered into employment agreements with the Company. As there is a service condition associated with these agreements, the related compensation expense is accounted for separately from the acquisition. The Company recognizes the related compensation expense as research and development expense in the consolidated statement of operations on a straight-line basis over the requisite service period. The Company estimates that the useful life of the acquired developed technology intangible asset is seven years and the useful life of the acquired software license intangible asset is approximately one year, which represents the remaining duration of the software license. The excess of purchase consideration over the fair value of net assets acquired was recorded as goodwill, which is primarily attributed to the assembled workforce. None of the goodwill recognized is expected to be deductible for income tax purposes. The amounts of revenue and earnings of City Semi included in the Company’s consolidated statement of operations from the acquisition date of May 13, 2020 through December 31, 2020 are $591 and $(396), respectively. The unaudited pro forma financial information shown below summarizes the combined results of operations for the Company and City Semi as if the closing of the acquisition had occurred on January 1, 2020. Year ended December 31, 2020 Combined revenue $ 23,388 Combined net loss before income taxes (96,121) The unaudited pro forma financial information includes adjustments that are directly attributable to the business combination and are factually supportable. The adjustments primarily reflect the amortization of acquired developed technology and compensation expense related to consideration to be transferred to the founder upon the second anniversary of his employment. The unaudited pro forma financial information is presented for illustrative purposes only and is not necessarily indicative of the operating results that would have been realized if the acquisition had taken place on January 1, 2020. On June 10, 2021, in connection with the closing of the Transaction, the Company paid $900 to redeem the Class H units previously issued. Acquisition of TERAXION INC On August 27, 2021, indie entered into a Share Purchase Agreement (the “Purchase Agreement”), pursuant to which indie’s wholly-owned Canadian subsidiary (“Purchaser”) agreed to purchase all of the outstanding capital stock of TeraXion from the existing stockholders. The transaction was completed on October 12, 2021 and TeraXion became a wholly-owned subsidiary of ADK, LLC as a result of this acquisition. The aggregate purchase price of this acquisition is CAD$200,000 (the “Purchase Price”), which is payable 50% in cash and 50% in indie’s shares of Class A common stock, subject to various purchase price adjustments. Upon completion of the transaction, the total consideration paid for this acquisition consisted of (i) approximately $75,282 in cash (including debt paid at closing and net of cash acquired); (ii) the issuance by indie of 5,805,144 shares of indie Class A common stock with a fair value of $65,192 based on the market value of $11.23 per share; and (iii) the assumption by indie of TeraXion options, which became exercisable to purchase 1,542,332 shares of indie Class A common stock with a fair value of $17,249. TeraXion is a market leader in the design and manufacture of innovative photonic components. The Company paid a premium (i.e. goodwill) over the fair value of the net tangible and identified intangible assets acquired as this acquisition accelerates indie’s vision of becoming a semiconductor and software level solutions provider for multiple sensor modalities spanning advanced driver-assistance systems (“ADAS”) and autonomous vehicles. The goodwill is not expected to be deductible for tax purposes. The amounts of revenue and earnings of TeraXion included in the Company’s consolidated statement of operations from the acquisition date of October 12, 2021 through December 31, 2021 are $6,075 and $(1,474), respectively. For the year ended December 31, 2021, indie incurred approximately $1,640 of acquisition-related costs, which were primarily legal expense and recorded as part of the Selling, General and Administrative expenses. The unaudited pro forma financial information shown below summarizes the combined results of operations for the Company and TeraXion as if the closing of the acquisition had occurred on January 1, 2021: Year ended December 31, 2021 December 31, 2020 Combined revenue $ 66,788 $ 43,783 Combined net loss before income taxes (126,350) (104,768) The unaudited pro forma financial information includes adjustments that are directly attributable to the business combination and are factually supportable. Pro forma information reflects adjustments that are expected to have a continuing impact on the Company’s results of operations and are directly attributable to the acquisition. The unaudited pro forma results include adjustments to reflect, among other things, direct transaction costs relating to the acquisition, the incremental intangible asset amortization to be incurred based on the preliminary values of each identifiable intangible asset, and to eliminate a portion of the interest expense related to legacy TeraXion’s former loans, which were repaid upon completion of the acquisition. The unaudited pro forma financial information is presented for illustrative purposes only and is not necessarily indicative of the operating results that would have been realized if the acquisition had taken place on January 1, 2020. Acquisition of ON Design Israel Ltd. On October 1, 2021, indie entered into a definitive agreement and completed its acquisition of ON Design Israel Ltd. (“ON Design Israel”) for $4,974 in cash paid upon close (net of cash acquired), $7,500 will be paid in 2022 and is reflected in Other current liabilities as of December 31, 2021, and up to $7,500 will be paid upon achievement of certain milestones. Upon completion of the acquisition, ON Design Israel was renamed to indie Semiconductor Design Israel Ltd and became a wholly-owned subsidiary of the Company. The Company paid a premium (i.e. goodwill) over the fair value of the net tangible and identified intangible assets acquired as this acquisition brings the Company an engineering development team with broad experience in radar system implementation, which will accelerate indie’s entry into the radar market and enable the Company to capture strategic opportunities among Tier 1 customers. The goodwill is not expected to be deductible for tax purposes. For the year ended December 31, 2021, indie incurred approximately $365 of acquisition-related costs, which were primarily legal expense and recorded as part of the Selling, General and Administrative expenses. Total purchase considerations transferred at closing also included contingent consideration that had a fair value of $4,000 as of the acquisition date. The maximum contingent consideration payable in connection with the acquisition is $7,500. The acquisition date fair value of the contingent considerations was determined based on the Company’s assessment of the probability of achieving the performance targets that ultimately obligate the Company to transfer additional consideration to the seller. The contingent consideration is comprised of two tranches. The first tranche (“Tapeout”) is payable, up to a maximum of $2,500, upon the achievement of tapeout of the product design within 30 months of the acquisition. The second tranche (“Design Win”) is payable, up to a maximum of $5,000, upon indie’s achievement of a design win within 36 months of the acquisition. The fair value of any outstanding contingent consideration liabilities will be remeasured as of the end of each reporting period with any resulting remeasurement gains or losses recognized in the consolidated statement of operations. The fair value of Tapeout and Design Win contingent consideration liabilities was $1,817 and $2,222, respectively, as of December 31, 2021. Both the fair value of Tapeout and Design Win contingent consideration liability as of December 31, 2021 were reflected in reflected in Other long-term liabilities in the consolidated balance sheet. Pro forma financial information for the year ended December 31, 2021 for ON Design Israel is not disclosed as the results are not material to the Company’s consolidated financial statements. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the consolidated financial statements and the reported amounts of expenses during the reporting period. Actual results could differ materially from those estimates and assumptions. On an ongoing basis, management evaluates its estimates assumptions, including those related to (i) the collectability of accounts receivable; (ii) write-down for excess and obsolete inventories; (iii) warranty obligations; (iv) the value assigned to and estimated useful lives of long-lived assets; (v) the realization of tax assets and estimates of tax liabilities and tax reserves; (vi) amounts recorded in connection with acquisitions; (vii) recoverability of intangible assets and goodwill; (viii) the recognition and disclosure of fair value of debt instruments, warrants and contingent liabilities; (ix) the computation of share- based compensation; (x) accrued expenses; and (xi) the recognition of revenue based on a cost-to-cost measure of progress for certain engineering services contracts. These estimates are based on historical data and experience, as well as various other factors that management believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. The Company engages third-party valuation specialists to assist with estimates related to the valuation of certain financial instruments and assets associated with various contractual arrangements, and valuation of assets acquired in connection with acquisitions. Such estimates often require the selection of appropriate valuation methodologies and models, and significant judgment in evaluating ranges of assumptions and financial inputs. Actual results may differ from those estimates under different assumptions or circumstances. Foreign Currency Certain of the Company’s self-sustaining foreign subsidiaries use the local currency as their functional currency. Assets and liabilities for these subsidiaries have been translated into U.S. dollars at the exchange rates prevailing at the end of the period and results of operations at the average exchange rates for the period. Unrealized exchange gains and losses arising from the translation of the financial statements of our non-U.S. functional currency operations are accumulated in the cumulative translation adjustments account in accumulated other comprehensive loss. For those foreign subsidiaries where the U.S. dollar is the functional currency, all foreign currency-denominated accounts are remeasured into U.S. dollars. Unrealized exchange gains and losses arising from remeasurements of foreign currency-denominated assets and liabilities are included within Other (income) expense, net in the consolidated statements of operations and comprehensive loss. Gains and losses arising from international intercompany transactions that are of a long-term investment nature are reported in the same manner as translation gains and losses. Realized exchange gains and losses are included in net income for the periods presented. Forward Exchange Contracts The Company’s forward exchange contracts, which are used to hedge anticipated U.S. dollar denominated sales and purchases as well as euro-denominated purchases, do not qualify for hedge accounting and are recognized at fair value. Any change in the fair value of these contracts is reflected as part of Other income (expense), net in the statement of operations. Consolidation The consolidated financial statements comprise the financial statements of the Company, its wholly owned subsidiaries, and subsidiaries that it controls due to ownership of a majority voting interest. Subsidiaries are fully consolidated from the date of acquisition, being the date on which the Company obtains control, and continue to be consolidated until the date when such control ceases. All significant intercompany accounts and transactions are eliminated in consolidation. The Company recognizes noncontrolling interest related to its less-than-wholly-owned subsidiary as equity in the consolidated financial statements separate from the parent entity’s equity. The net loss attributable to noncontrolling interest is included in net loss in the consolidated statements of operations and comprehensive loss. The Company accounts for investments in which it has significant influence but not a controlling interest using the equity method of accounting. Emerging Growth Company Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”) exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can choose not to take advantage of the extended transition period and comply with the requirements that apply to non-emerging growth companies, and any such election to not take advantage of the extended transition period is irrevocable. We are an “emerging growth company” as defined in Section 2(a) of the Securities Act, and have elected to take advantage of the benefits of the extended transition period for new or revised financial accounting standards. Following the consummation of the Transaction, our Post-Combination Company will remain an emerging growth company until the earliest of (i) the last day of the fiscal year in which the market value of our common stock that is held by non-affiliates exceeds $700 million as of the end of that year’s second fiscal quarter, (ii) the last day of the fiscal year in which we achieve total annual gross revenue of $1.07 billion or more during such fiscal year (as indexed for inflation), (iii) the date on which we issue more than $1 billion in non-convertible debt in the prior three-year period or (iv) December 31, 2024. The Company expects to continue to take advantage of the benefits of the extended transition period, although it may decide to early adopt such new or revised accounting standards to the extent permitted by such standards. This may make it difficult or impossible to compare the Company’s financial results with the financial results of another public company that is either not an emerging growth company or is an emerging growth company that has chosen not to take advantage of the extended transition period exemptions because of the potential differences in accounting standards used. Cash and Cash Equivalents Cash and cash equivalents are defined as short-term, highly liquid investments with original maturities of 90 days or less at the date of purchase. As of December 31, 2021 and 2020, cash and cash equivalents consisted of money market funds and cash deposits that were held by reputable financial institutions in local jurisdictions of the Company’s subsidiaries including the U.S., Asia, Canada, Germany, and Great Britain denominated in U.S. dollars and local currency. Restricted Cash The Company’s restricted cash consists of cash that the Company is contractually obligated to maintain in accordance with the terms of its PacWest Revolving Line of Credit and accumulated credit limit. Concentration of Credit Risk The Company deposits its cash with large financial institutions. At times, the Company’s cash balances with individual banking institutions will exceed the limits insured by the FDIC, however, the Company has not experienced any losses on such deposits. The Company extends credit to its customers based upon an evaluation of the customers’ financial condition and credit history and generally does not require collateral. Credit losses, if any estimated, are provided for in the consolidated financial statements and consistently have been within management’s expectations. See Note 16 — Revenue — Concentrations. Fair Value Measurements Fair value is defined as the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between willing, able and knowledgeable market participants at the measurement date. Fair value measurements are not adjusted for transaction costs. In addition, a three-tiered hierarchy for inputs is used in management’s determination of fair value of financial instruments that emphasizes the use of observable inputs over the use of unobservable inputs by requiring that the observable inputs be used when available. Observable inputs are market participant assumptions based on market data obtained from sources independent of the Company. Unobservable inputs are the reporting entity’s own assumptions about market participants based on the best information available under the circumstances. In assessing the appropriateness of using observable inputs in making its fair value determinations, the Company considers whether the market for a particular security is “active” or not based on all the relevant facts and circumstances. Valuation service providers typically obtain data about market transactions and other key valuation model inputs from multiple sources and, through the use of widely accepted valuation models, provide a single fair value measurement for individual securities for which a fair value has been requested under the terms of service agreements. The inputs used by the valuation service providers include, but are not limited to, market prices from recently completed transactions and transactions of comparable securities, interest rate yield curves, credit spreads, currency rates and other market observable information, as applicable. The valuation models consider, among other things, market observable information as of the measurement date as well as the specific attributes of the security being valued including its term, interest rate, credit rating, industry sector and, when applicable, collateral quality and other issue or issuer specific information. When market transactions or other market observable data is limited, the extent to which judgment is applied in determining fair value is greatly increased. As a basis for considering such assumptions, a three-tier value hierarchy is used in management’s determination of fair value based on the reliability and observability of inputs as follows: Level 1 — Valuations are based on unadjusted quoted prices in active markets that the Company has the ability to access for identical, unrestricted assets and do not involve any meaningful degree of judgment. An active market is defined as a market where transactions for the financial instrument occur with sufficient frequency and volume to provide pricing information on an ongoing basis; Level 2 — Valuations are based on direct and indirect observable inputs other than quoted market prices included in Level 1. Level 2 inputs include quoted prices for similar assets in active markets and inputs other than quoted prices that are observable for the asset, such as the terms of the security and market-based inputs; Level 3 — Valuations are based on techniques that use significant inputs that are unobservable. The valuation of Level 3 assets and liabilities requires the greatest degree of judgment. These measurements may be made under circumstances in which there is little, if any, market activity for the asset or liability. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment. In making the assessment, the Company considers factors specific to the asset. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the fair value measurement is classified is determined based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s fair value measurements in each reporting period include cash equivalents, debt instruments, share-based awards, SAFEs, warrants, contingent considerations and earn-out liabilities. The Company’s financial instruments of accounts receivable, accounts payable and accrued expenses are stated at their carrying value, which approximates fair value due to the short time to the expected receipt or payment date. The Company remeasures its simple agreements for future equity (“SAFEs”), warrants, contingent considerations and earn-out liabilities associated with business combinations using Level 3 fair value measurements. Segment Information Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The chief operating decision maker (“CODM”) is the Chief Executive Officer. The Company has multiple business activities and are managed and held accountable for operations, operating results and plans for levels or components below the consolidated unit level by individual segment managers. However, discrete financial information is not reviewed by CODM as the operating results of the Company are reviewed by the CODM only on a consolidated basis. Accordingly, the Company has one operating segment, and therefore, one reportable segment. Revenue Revenue is primarily derived from the design and sale of semiconductor solutions. Revenue is recognized within the scope of ASC 606, Revenue from Contracts with Customers. The Company recognizes product revenue in the consolidated statement of operations when it satisfies performance obligations under the terms of its contracts and upon transfer of control at a point in time when title transfers either upon shipment to or receipt by the customer as determined by the contractual shipping terms of the contract, net of accruals for estimated sales returns and allowances. Sales and other taxes the Company collects, if any, are excluded from revenue. Product revenue arrangements do not contain significant financing components. The Company generally offers a limited warranty to customers covering a period of twelve months which obligates the Company to repair or replace manufacturing defective products. The warranty is not sold separately and does not represent a separate performance obligation. Therefore, such warranties are accounted for under ASC 460, Guarantees , and the estimated costs of warranty claims are accrued as cost of goods sold in the period the related revenue is recorded. Infrequently, the Company offers an extended limited warranty to customers for certain products. The Company accrues for known warranty and indemnification issues if a loss is probable and can be reasonably estimated. Engineering services contracts with customers contain only one distinct performance obligation, which is design services for integrated circuits (“ICs”) based on agreed upon specifications. Engineering services contracts typically also include the purchase, at the customer’s option, of ICs at agreed upon prices subsequent to completion of ICs design services. The Company has determined that the option to purchase ICs is not a material right and has not allocated transaction price to this provision. For ICs development arrangements, revenue is recognized over time as services are provided based on the terms of the contract on an input basis, using costs incurred as the measure of progress and is recorded as contract revenue in the consolidated statement of operations. The costs incurred represent the most reliable measure of transfer of control to the customer. Revenue is deferred for amounts billed or received prior to delivery of the services. Practical Expedients and Elections ASC 606 requires disclosure of the aggregate amount of transaction price that is allocated to performance obligations that have not yet been satisfied as of the reporting periods presented. The guidance provides certain practical expedients that limit this requirement and, therefore, disclosure of the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which revenue is recognized at the amount to which the Company has the right to invoice for services performed is not provided. The Company has elected not to disclose the aggregate amount of transaction prices associated with unsatisfied or partially unsatisfied performance obligations for contracts where these criteria are met. The Company’s policy is to capitalize any incremental costs incurred to obtain a customer contract, only to the extent that the benefit associated with the costs is expected to be longer than one year. Capitalizable contract costs were not significant as of both December 31, 2021 and 2020, and accordingly, no costs have been capitalized. The Company accounts for shipping and handling activities related to contracts with customers as costs to fulfill the promise to transfer the associated products. When shipping and handling costs are incurred after a customer obtains control of the products, the Company has elected to account for these as costs to fulfill the promise and not as a separate performance obligation. Shipping and handling costs associated with the distribution of products to customers are insignificant, but if incurred, are recorded in cost of goods sold generally when the related product is shipped to the customer. Cost of Goods Sold Cost of goods sold includes cost of materials and contract manufacturing services, including semiconductor wafers processed by third-party foundries, costs associated with packaging, assembly, testing and shipping products. In addition, cost of goods sold includes the costs of personnel, certain royalties for embedded intellectual property, production tooling used in the manufacturing process, logistics, warranty, and amortization of production mask costs. Cost of goods sold also include amortization of certain intangible assets acquired through business combinations. In addition to generating revenues from product shipments, the Company recognizes revenues related to certain engineering services contracts which help offset the costs of developing ICs for customers. The costs associated with fulfilling these contracts are expensed as incurred as research and development in the period incurred. Research and Development Costs Research and development expenses consist of costs incurred in performing product design and development activities including employee compensation and benefits, third-party fees paid to consultants, occupancy costs, pre-production engineering mask costs, engineering samples and prototypes, packaging, test development and product qualification costs. In certain situations, the Company enters into engineering services agreements with certain customers to develop ICs. The costs incurred in satisfying these contracts are recorded as research and development costs. Research and development expenses also include amortization of certain intangible assets acquired through business combinations. All research and development costs are expensed as incurred. Selling, General, and Administrative Costs Selling, general, and administrative costs include employee compensation and benefits for sales, executive management, finance, accounting, legal, human resources and other administrative personnel. In addition, it includes marketing and advertising, outside legal, tax and accounting services, insurance, and occupancy costs and related overhead costs allocated based on headcount. Selling, general, and administrative costs also include amortization of certain intangible assets acquired through business combinations. Selling, general, and administrative costs are expensed as incurred. Accounts Receivable Accounts receivable consist of amounts due primarily from customers for product sales and engineering services agreements. Accounts receivable are recorded at the invoiced amount and do not bear interest. The Company accounts for potential losses in accounts receivable utilizing the allowance method. The Company closely monitors outstanding accounts receivable and considers its knowledge of customers, historical losses, and current economic conditions in establishing the allowance for doubtful accounts. The Company did not have material write-offs in any period presented. Inventory, Net The Company values inventories at the lower of cost or net realizable value on a first-in, first-out basis. Cost is computed using standard cost, which approximates actual cost, on a first-in, first-out basis. Inventories are reduced for write-downs based on periodic reviews for evidence of slow-moving or obsolete parts. The write-down is based on the comparison between inventory on hand and forecasted customer demand for each specific product. Once written down, inventory write-downs are not reversed until the inventory is sold or scrapped. Inventory write-downs are also established when conditions indicate the net realizable value is less than cost due to physical deterioration, technological obsolescence, changes in price level or other causes. All inventory provisions are recorded to cost of goods sold in the consolidated statement of operations. Property and Equipment, Net The Company’s property and equipment primarily consist of lab equipment, production tooling and masks, equipment, furniture and fixtures, leasehold improvements, and computer hardware and software. Property and equipment are recorded at cost less accumulated depreciation. Depreciation is calculated using the straight-line method based on the estimated useful lives of between three seven Production masks with discernible future benefits, namely that they will be used to manufacture products to service customer demand, are capitalized and amortized over the estimated useful life of four Intangible Assets, Net The Company’s intangible assets include intangible assets acquired from business combinations, intellectual property (“IP”) and software licensed from third parties. The majority of the intangible assets have finite lives, except for those related to in-progress research and development (“IPR&D”) and are amortized over a period of two seven Impairment of Long-Lived Assets The Company reviews its long-lived assets, consisting of property and equipment and intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company regularly reviews its operating performance for indicators of impairment. Factors considered important that could trigger an impairment review include a significant underperformance relative to expected historical or projected future operating results, or a significant change in the manner of the use of the assets. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset (or asset group) to estimated undiscounted future cash flows expected to be generated by the asset (or asset group). If the carrying amount of an asset (or asset group) exceeds its estimated undiscounted future cash flows, an impairment charge is recognized to the extent the fair value is less than the carrying value. The Company did not record any impairment to long-lived assets for the years ended December 31, 2021 and 2020. Business Combinations The Company accounts for its business acquisitions under the ASC Topic 805, Business Combinations guidance for business combinations. The total cost of acquisitions is allocated to the underlying identifiable net assets based on their respective estimated fair values. Determining the fair value of assets acquired and liabilities assumed requires management’s judgment and often involves the use of significant estimates and assumptions, including assumptions with respect to future cash inflows and outflows, discount rates, asset lives and market multiples, among other items. Goodwill Goodwill represents the excess of the fair value of purchase consideration of an acquired business over the fair value of the identifiable net assets acquired. Goodwill is not amortized but is tested for impairment at a reporting unit level on an annual basis on October 1, or more frequently if circumstances change or an event occurs that would more likely than not reduce the fair value of a reporting unit below its carrying amount. Significant judgment may be required when goodwill is assessed for impairment. Qualitative factors may be assessed to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount. If the assessment of all relevant qualitative factors indicates that it is more likely than not that the fair value of a reporting unit is greater than its carrying amount, a quantitative goodwill impairment test is not necessary. If the assessment of all relevant qualitative factors indicates that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company will perform a quantitative goodwill impairment test. The quantitative impairment test for goodwill consists of a comparison of the fair value of a reporting unit with its carrying value, including the goodwill allocated to that reporting unit. If the carrying value of a reporting unit exceeds its fair value, the Company will recognize an impairment loss equal to the amount of the excess, limited to the amount of goodwill allocated to that reporting unit. Application of the impairment test requires judgement, including the identification of reporting units, assignment of assets and liabilities to reporting units and the determination of fair value of each reporting unit. Warrant Liability The Company accounts for the public and private placement warrants issued in connection with the Transaction in accordance with ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity (“ASC 815”), under which the warrants do not meet the criteria for equity classification and must be recorded as liabilities. As the warrants meet the definition of a derivative as contemplated in ASC 815, the warrants are measured at fair value at inception and at each reporting date in accordance with ASC 820, Fair Value Measurement , with changes in fair value recognized as a component of Other income (expense), net on the consolidated statement of operations. Earn-out Liability The earn-out shares have been categorized into two components: (i) those associated with stockholders with vested equity at the closing of the Transaction that will be earned upon achievement of the earn-out milestones (the “Vested Shares”) and (ii) those associated with stockholders with unvested equity at the closing of the Transaction that will be earned over the remaining service period with the Company on their unvested equity shares and upon achievement of the earn-out milestones (the “Unvested Shares”). The Vested Shares are classified as liabilities in the consolidated balance sheet and the Unvested Shares are equity-classified share-based compensation to be recognized over time. The earn-out liability was initially measured at fair value at the closing of the Transaction and subsequently remeasured at the end of each reporting period. The change in fair value of the earn-out liability is recorded as part of Other income (expense), net in the consolidated statement of operations. Upon the achievement of the first earn-out milestones, the liability classified portion was remeasured to its fair value and reclassified to equity. The final change in fair value of the earn-out liability is recorded as part of Other income (expense), net in the consolidated statement of operations. The estimated fair value of the earn-out liability was determined using a Monte Carlo simulation that simulated the future path of the Company’s stock price over the earn-out period. The assumptions utilized in the calculation are based on the achievement of certain stock price milestones including projected stock price, volatility, and risk-free rate. Share-Based Compensation The Company recognizes compensation expense for all share-based payment awards made to employees and directors. The fair value of share-based payment awards is amortized over the requisite service period, which is defined as the period during which an employee is required to provide service in exchange for an award. The Company generally uses a straight-line attribution method for all grants that include only a service condition. Awards with both performance and service conditions are expensed over the service period for each separately vesting tranche. Share-based compensation expense recognized during the period includes actual expense on vested awards and expense associated with unvested awards. Forfeitures are recorded as incurred. The determination of fair value of restricted and certain performance stock awards and units is based on the value of the Company’s stock on the date of grant with performance awards and units adjusted for the actual outcome of the underlying performance condition. Income Taxes As a result of the Transaction, indie Semiconductor, Inc. became the holding company for ADK LLC. ADK LLC is treated as a partnership for U.S. federal and most applicable state and local income tax purposes. As a partnership, ADK LLC is not subject to U.S. federal and certain state and local income taxes. Any taxable income or loss generated by ADK LLC is passed through to and included in the taxable income or loss of its members, including indie, based on its economic interest held in the partnership. indie is taxed as a corporation and is subject to U.S. federal, state and local income taxes with respect to its allocable share of any taxable income or loss of ADK LLC, as well as any stand-alone income or loss generated by indie. Income taxes are recognized based upon our underlying annual blended federal, state and foreign income tax rates for the year. As the sole managing member of ADK LLC, indie Semiconductor, Inc. consolidates the financial results of ADK LLC and its subsidiaries. ADK LLC is treated as a partnership and therefore not subject to U.S. federal and most applicable state and local income tax. Any taxable income or loss generated by ADK LLC and its subsidiaries is passed through to and included in the taxable income or loss of its members, including indie Semiconductor, Inc., based on its economic interest held in ADK LLC. Further, indie Semiconductor Inc. is taxed as a corporation and is subject to U.S. federal, state and local income taxes with respect to its allocable share of any taxable income or loss of ADK LLC, as well as any stand-alone income or loss generated by indie. As of December 31, 2021, the Company's income tax benefit is attributable to its Non-US operations. The Company accounts for income taxes under the asset and liability method pursuant to ASC 740 for its corporate subsidiaries. Under this method, the Company recognizes deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is recorded for deferred tax assets if it is more likely than not that some portion or all of the deferred tax assets will not be realized based on all available positive and negative evidence. As of December 31, 2021 and 2020, the Company continues to maintain a full valuation allowance against its deferred tax assets. The Company recognizes liabilities for uncertain tax positions based on a two-step process regarding recognition and measurement. The Company recognizes a tax benefit only if it is more likely than not the tax position will be sustained on examination by the local taxing authorities based on the technical merits of the position. Then the Company measures the tax benefits recognized in the financial statements from such positions based |
Business Combinations
Business Combinations | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Combinations | Business CombinationsThe Company acquired City Semiconductor, Inc. (“City Semi”) in May 2020 and both TeraXion and On Design Israel in October 2021. These acquisitions were recorded by allocating the purchase consideration to the net assets acquired based on their estimated fair values at the acquisition date. The excess of the purchase consideration for the acquisition over the fair value of the net assets acquired is recorded as goodwill. The fair values were based on management’s analysis, including work performed by third-party valuation specialists. The following presents the final allocation of the purchase consideration to the assets acquired and liabilities assumed for City Semi and preliminary allocation of the purchase consideration to the assets acquired and liabilities assumed for TeraXion and OnDesign on December 31, 2021: City Semi TeraXion OnDesign Israel Purchase price - cash consideration $ 138 $ 74,050 $ 6,107 Add: debt paid at closing — 6,857 — Less: cash acquired — (5,625) (1,133) Net cash paid 138 75,282 4,974 Total equity consideration 711 82,441 — Purchase price - accrued cash consideration — — 7,500 Contingent consideration 1,180 — 4,000 Net consideration $ 2,029 $ 157,723 $ 16,474 Fair value of net assets and liabilities assumed: Current assets other than cash — 7,627 119 Property and equipment — 6,009 1,315 Intangible assets - Software license 139 — — Developed technology 369 43,594 5,077 In-progress research & development — 10,304 1,562 Customer relationships — 12,682 — Backlog — 2,378 — Trade name — 6,125 — Other non-current assets — — 66 Current liabilities (177) (5,840) (754) Deferred revenue (41) (1,025) — Deferred tax liabilities, non-current — (20,272) (1,578) Other non-current liabilities — — — Long-term debt — (7,580) — Total fair value of net assets acquired 290 54,002 5,807 Goodwill $ 1,739 $ 103,721 $ 10,667 Any changes in the estimated fair values of the net assets recorded for the business combination of TeraXion or On Design Israel upon the finalization of more detailed analyses of the facts and circumstances that existed at the date of the transaction will change the allocation of the purchase price. Any subsequent changes to the purchase allocation during the measurement period that are material will be recorded in the reporting period in which the adjustment amounts are determined. Trade receivables and payables, as well as other current and non-current assets and liabilities, were valued at the existing carrying value as they represented the fair value of those items at the acquisition date, based on management’s judgments and estimates. Due to the fact that the acquisitions related to TeraXion and On Design Israel have just recently occurred in the current interim period, the magnitude of the transaction, and the significant information to be obtained and analyzed, some of which resides in foreign jurisdictions, the Company’s fair value estimates for the purchase price allocation are preliminary and may change Acquisition of City Semiconductor, Inc On May 13, 2020, the Company acquired certain assets and liabilities of City Semi, which had developed technology related to analog and mixed-signal integrated circuitry, with a focus on high-speed analog-to-digital converters and digital-to analog-intellectual property cores. The Company accounted for the acquisition as a business combination. The transaction costs associated with the acquisition were not material and were expensed as incurred. Total purchase consideration transferred at closing included contingent consideration that had a fair value of $1,180 as of the acquisition date. The maximum contingent consideration payable in connection with the acquisition is $2,000. The acquisition date fair value of the contingent consideration was determined based on the Company’s assessment of the probability of achieving the performance targets that ultimately obligate the Company to transfer additional consideration to the seller. The contingent consideration is comprised of two tranches. The first tranche is payable, up to a maximum of $500, upon the achievement of cash collection targets within twelve months of the acquisition, and $456 was achieved in May 2021. The second tranche is payable, up to a maximum of $1,500, upon the shipment of a product incorporating the acquired developed technology. The fair value of any outstanding contingent consideration liabilities will be remeasured as of the end of each reporting period with any resulting remeasurement gains or losses recognized in the consolidated statement of operations. In September 2021, the Company paid off the first tranche of the contingent consideration. The fair value of the second tranche contingent consideration liabilities was $980 as of December 31, 2021. The fair value of the first and second tranche contingent consideration liabilities was $500 and $900, respectively, as of December 31, 2020. The fair value of the first tranche contingent consideration liability as of December 31, 2020 was reflected in Other current liabilities within the consolidated balance sheet and the fair value of the second tranche contingent consideration liability as of December 31, 2021 and December 31, 2020 is reflected in Other long-term liabilities . In connection with the acquisition, the two existing employees of City Semi, including the founder and sole shareholder of City Semi, entered into employment agreements with the Company. As there is a service condition associated with these agreements, the related compensation expense is accounted for separately from the acquisition. The Company recognizes the related compensation expense as research and development expense in the consolidated statement of operations on a straight-line basis over the requisite service period. The Company estimates that the useful life of the acquired developed technology intangible asset is seven years and the useful life of the acquired software license intangible asset is approximately one year, which represents the remaining duration of the software license. The excess of purchase consideration over the fair value of net assets acquired was recorded as goodwill, which is primarily attributed to the assembled workforce. None of the goodwill recognized is expected to be deductible for income tax purposes. The amounts of revenue and earnings of City Semi included in the Company’s consolidated statement of operations from the acquisition date of May 13, 2020 through December 31, 2020 are $591 and $(396), respectively. The unaudited pro forma financial information shown below summarizes the combined results of operations for the Company and City Semi as if the closing of the acquisition had occurred on January 1, 2020. Year ended December 31, 2020 Combined revenue $ 23,388 Combined net loss before income taxes (96,121) The unaudited pro forma financial information includes adjustments that are directly attributable to the business combination and are factually supportable. The adjustments primarily reflect the amortization of acquired developed technology and compensation expense related to consideration to be transferred to the founder upon the second anniversary of his employment. The unaudited pro forma financial information is presented for illustrative purposes only and is not necessarily indicative of the operating results that would have been realized if the acquisition had taken place on January 1, 2020. On June 10, 2021, in connection with the closing of the Transaction, the Company paid $900 to redeem the Class H units previously issued. Acquisition of TERAXION INC On August 27, 2021, indie entered into a Share Purchase Agreement (the “Purchase Agreement”), pursuant to which indie’s wholly-owned Canadian subsidiary (“Purchaser”) agreed to purchase all of the outstanding capital stock of TeraXion from the existing stockholders. The transaction was completed on October 12, 2021 and TeraXion became a wholly-owned subsidiary of ADK, LLC as a result of this acquisition. The aggregate purchase price of this acquisition is CAD$200,000 (the “Purchase Price”), which is payable 50% in cash and 50% in indie’s shares of Class A common stock, subject to various purchase price adjustments. Upon completion of the transaction, the total consideration paid for this acquisition consisted of (i) approximately $75,282 in cash (including debt paid at closing and net of cash acquired); (ii) the issuance by indie of 5,805,144 shares of indie Class A common stock with a fair value of $65,192 based on the market value of $11.23 per share; and (iii) the assumption by indie of TeraXion options, which became exercisable to purchase 1,542,332 shares of indie Class A common stock with a fair value of $17,249. TeraXion is a market leader in the design and manufacture of innovative photonic components. The Company paid a premium (i.e. goodwill) over the fair value of the net tangible and identified intangible assets acquired as this acquisition accelerates indie’s vision of becoming a semiconductor and software level solutions provider for multiple sensor modalities spanning advanced driver-assistance systems (“ADAS”) and autonomous vehicles. The goodwill is not expected to be deductible for tax purposes. The amounts of revenue and earnings of TeraXion included in the Company’s consolidated statement of operations from the acquisition date of October 12, 2021 through December 31, 2021 are $6,075 and $(1,474), respectively. For the year ended December 31, 2021, indie incurred approximately $1,640 of acquisition-related costs, which were primarily legal expense and recorded as part of the Selling, General and Administrative expenses. The unaudited pro forma financial information shown below summarizes the combined results of operations for the Company and TeraXion as if the closing of the acquisition had occurred on January 1, 2021: Year ended December 31, 2021 December 31, 2020 Combined revenue $ 66,788 $ 43,783 Combined net loss before income taxes (126,350) (104,768) The unaudited pro forma financial information includes adjustments that are directly attributable to the business combination and are factually supportable. Pro forma information reflects adjustments that are expected to have a continuing impact on the Company’s results of operations and are directly attributable to the acquisition. The unaudited pro forma results include adjustments to reflect, among other things, direct transaction costs relating to the acquisition, the incremental intangible asset amortization to be incurred based on the preliminary values of each identifiable intangible asset, and to eliminate a portion of the interest expense related to legacy TeraXion’s former loans, which were repaid upon completion of the acquisition. The unaudited pro forma financial information is presented for illustrative purposes only and is not necessarily indicative of the operating results that would have been realized if the acquisition had taken place on January 1, 2020. Acquisition of ON Design Israel Ltd. On October 1, 2021, indie entered into a definitive agreement and completed its acquisition of ON Design Israel Ltd. (“ON Design Israel”) for $4,974 in cash paid upon close (net of cash acquired), $7,500 will be paid in 2022 and is reflected in Other current liabilities as of December 31, 2021, and up to $7,500 will be paid upon achievement of certain milestones. Upon completion of the acquisition, ON Design Israel was renamed to indie Semiconductor Design Israel Ltd and became a wholly-owned subsidiary of the Company. The Company paid a premium (i.e. goodwill) over the fair value of the net tangible and identified intangible assets acquired as this acquisition brings the Company an engineering development team with broad experience in radar system implementation, which will accelerate indie’s entry into the radar market and enable the Company to capture strategic opportunities among Tier 1 customers. The goodwill is not expected to be deductible for tax purposes. For the year ended December 31, 2021, indie incurred approximately $365 of acquisition-related costs, which were primarily legal expense and recorded as part of the Selling, General and Administrative expenses. Total purchase considerations transferred at closing also included contingent consideration that had a fair value of $4,000 as of the acquisition date. The maximum contingent consideration payable in connection with the acquisition is $7,500. The acquisition date fair value of the contingent considerations was determined based on the Company’s assessment of the probability of achieving the performance targets that ultimately obligate the Company to transfer additional consideration to the seller. The contingent consideration is comprised of two tranches. The first tranche (“Tapeout”) is payable, up to a maximum of $2,500, upon the achievement of tapeout of the product design within 30 months of the acquisition. The second tranche (“Design Win”) is payable, up to a maximum of $5,000, upon indie’s achievement of a design win within 36 months of the acquisition. The fair value of any outstanding contingent consideration liabilities will be remeasured as of the end of each reporting period with any resulting remeasurement gains or losses recognized in the consolidated statement of operations. The fair value of Tapeout and Design Win contingent consideration liabilities was $1,817 and $2,222, respectively, as of December 31, 2021. Both the fair value of Tapeout and Design Win contingent consideration liability as of December 31, 2021 were reflected in reflected in Other long-term liabilities in the consolidated balance sheet. Pro forma financial information for the year ended December 31, 2021 for ON Design Israel is not disclosed as the results are not material to the Company’s consolidated financial statements. |
Inventory, Net
Inventory, Net | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Inventory, Net | Inventory, Net Inventory, net consists of the following: December 31, 2021 2020 Raw materials $ 2,380 $ — Work-in-process 6,301 4,277 Finished goods 2,151 882 Inventory, gross 10,832 5,159 Less: Inventory reserves 1,752 2,259 Inventory, net $ 9,080 $ 2,900 During the years ended December 31, 2021 and 2020, the Company recognized write-downs in the value of inventory of $173 and $618, respectively. |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Property and Equipment, Net Property and equipment, net consists of the following: December 31, Useful life 2021 2020 (in years) Production tooling 4 $ 10,158 $ 3,925 Lab equipment 4 4,489 1,757 Office equipment 3 - 7 1,893 1,077 Leasehold improvements * 395 129 Construction in progress 256 — Property and equipment, gross 17,191 6,888 Less: Accumulated depreciation 6,101 4,719 Property and equipment, net $ 11,090 $ 2,169 * Leasehold improvements are amortized over the shorter of the remaining lease term or estimated useful life of the leasehold improvement. The Company recognized depreciation expense of $1,198 and $947 for the years ended December 31, 2021 and 2020, respectively. Fixed assets not yet in service consist primarily of capitalized internal-use software and certain tooling and other equipment that have not been placed into service. |
Intangible Assets, Net
Intangible Assets, Net | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets, Net | Intangible Assets, Net Intangible assets, net consist of the following: December 31, 2021 December 31, 2020 Weighted Gross Accumulated Net Weighted Gross Accumulated Net Developed technology 6.7 $ 49,040 $ (1,374) $ 47,666 6.4 $ 369 $ (35) $ 334 Software licenses 2.5 23,297 (6,286) 17,011 0.6 4,391 (3,759) 632 Customer relationships 6.7 12,682 (365) 12,317 — — — Intellectual property licenses 1.5 1,736 (1,687) 49 1.7 1,736 (1,614) 122 Trade names 6.7 6,125 (182) 5,943 — — — Backlog 1.8 2,378 (239) 2,139 — — — Effect of exchange rate on gross carrying amount (631) — (631) — — — Intangible assets with finite lives 94,627 (10,133) 84,494 6,496 (5,408) 1,088 IPR&D 11,866 — 11,866 — — — Effect of exchange rate on gross carrying amount (75) — (75) — — — Total intangible assets with indefinite lives 11,791 — 11,791 — — — Total intangible assets $ 106,418 $ (10,133) $ 96,285 $ 6,496 $ (5,408) $ 1,088 The Company obtained software licenses which it uses for its research and development efforts related to its products. In fiscal 2021, the Company obtained additional software licenses. Further, the Company acquired developed technology, customer relationships, trade names, backlog, and IPR&D as a result of the business combinations. See Note 3 - Business Combinations for additional information. Intangible assets with finite lives are amortized on a straight-line basis over the expected period to be benefited by future cash flows. The Company monitors and assesses these assets for impairment on a periodic basis. As of December 31, 2021, it is determined that there was no impairment of intangible assets. Amortization of intangible assets for the years ended December 31, 2021 and 2020 was $4,769 and $1,705, respectively, and is included within Cost of goods sold, Research and development expenses , and Selling, general and administrative expenses based their respective nature, in the consolidated statements of operations. Based on the amount of definite-lived intangible assets subject to amortization as of December 31, 2021, amortization expense for each of the next five fiscal years is expected to be as follows: 2022 $ 17,538 2023 17,729 2024 13,021 2025 9,607 2026 9,607 Thereafter 16,992 Total $ 84,494 |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Goodwill The following table sets forth the carrying amount and activity of goodwill as of December 31, 2021: Amount Balance as of December 31, 2020 $ 1,739 Acquisitions (Note 3) 114,388 Effect of exchange rate on goodwill (921) Balance as of December 31, 2021 $ 115,206 Goodwill increased by $114,388 in fiscal 2021 due to acquisitions completed during the period. See Note 3 for a detailed discussion of goodwill acquired. The Company performed an impairment test of its goodwill as of the first day of the fourth fiscal quarter in accordance with its regularly scheduled testing. The results of this test indicated that the Company’s goodwill was not impaired. There were no other indicators of impairment noted during the fiscal year ended December 31, 2021. |
Warranties
Warranties | 12 Months Ended |
Dec. 31, 2021 | |
Guarantees and Product Warranties [Abstract] | |
Warranties | Warranties The Company’s warranty liabilities are included in accrued expenses and other current liabilities on the consolidated balance sheets as of December 31, 2021 and 2020. The following table identifies the changes in the Company’s aggregate product warranty liabilities for the years ended December 31, 2021 and 2020: December 31, 2021 2020 Balance at the beginning of period $ 201 $ 192 Assumed warranty liability from acquisition 226 — Accruals for warranties issued 151 86 Warranty obligations satisfied during the period (25) (77) Balance at the end of period $ 553 $ 201 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt | Debt The following table sets forth the components of debt as of December 31, 2021 and 2020: December 31, 2021 2020 Principal Unamortized Carrying Principal Unamortized Carrying Trinity term loan, due 2022 $ — $ — $ — $ 12,000 $ (665) $ 11,335 Short term loans, due 2022 810 — 810 459 — 459 PPP loan, due 2022 — — — 1,868 — 1,868 Tropez convertible loan, due 2021 — — — 2,000 — 2,000 CIBC loan, due 2026 7,102 (19) 7,083 — — — Total term loans 7,912 (19) 7,893 16,327 (665) 15,662 Revolving line of credit — — — 1,675 — 1,675 Embry convertible debt, due 2021 — — — 3,607 (111) 3,496 Total debt $ 7,912 $ (19) $ 7,893 $ 21,609 $ (776) $ 20,833 The outstanding debt as of December 31, 2021 and 2020 is classified in the consolidated balance sheets as follows: December 31, 2021 2020 Current liabilities – Current debt obligations $ 2,275 $ 8,488 Noncurrent liabilities – Long-term debt net of current maturities 5,618 12,345 $ 7,893 $ 20,833 Embry Convertible Subordinated Notes Payable On December 4, 2012, the Company entered into two convertible note and exchange agreements with an investor, pursuant to which the entire outstanding principal of $3,500 and corresponding accrued interest of $107 held under existing loan agreements were exchanged for two convertible subordinated notes with aggregate principal amounts of $2,604 and $1,003. The convertible subordinated notes bore interest of 0.93% per annum, which was compounded annually. The aggregate principal and all accrued and unpaid interest were due in full on December 4, 2017. On December 3, 2017, the Company entered into a 12-month extension of these two convertible note and exchange agreements. On December 3, 2018, the Company entered into a 36-month extension of these two convertible notes and exchange agreements. The interest rate on the 36-month extension was amended to 3.07% per annum. The Company recorded a discount on this convertible debt extension and a corresponding increase in additional paid-in capital related to the enhanced value of the embedded conversion options. The Company is amortizing the discount to interest expense over the 36-month extension period. The amendments to extend the maturity date were treated as modifications of the debt. The convertible subordinated notes with aggregate principal of $2,604 and $1,003 were converted into an aggregate 185,000 Class A units and 100,000 Class C units, respectively, at the investors’ discretion prior to the maturity date or automatically upon a liquidity event, as defined in the loan agreement. The Company determined that the embedded conversion options should not be bifurcated from their host instruments. In December 2020, Embry assigned the notes to its affiliate, Cézanne Investments Ltd. (“Cézanne”). At December 31, 2020, the total carrying value of such convertible subordinated notes payable, net of unamortized discount, was $3,496. Total accrued interest as of December 31, 2020 was $458, and is included in Accrued expenses and other current liabilities on the Company’s consolidated balance sheets. On June 10, 2021, Cézanne exercised its right to convert at the closing of the Transaction and the Embry convertible notes were converted to equity at their carrying value of $4,119, inclusive of $3,607 principal balance and accrued interest of $512. PacWest Term Loan and Revolving Line of Credit The Company entered into a loan and security agreement with Pacific Western Bank (“PacWest”, formerly Square 1 Bank) in January 2015, that provided a term loan of up to $10,000 with a maturity date of September 2020. The term loan bore interest equal to the greater of one percent above the prime rate in effect, or 4.5% on outstanding borrowings. In addition, the loan and security agreement provided for a revolving line of credit. The revolving line of credit bore interest equal to the greater of seventy-five basis points above the prime rate in effect, or 4.25%, on outstanding borrowings. The terms of the loan and security agreement have been amended from time to time, with the most recent amendment dated February 21, 2021. The amendments have extended the maturity date of the loan and adjusted the financial covenants’ borrowing limits. In August 2017 and as part of an amendment to the loan and security agreement, the Company issued a warrant to PacWest to purchase 3,388 Class G units. On June 10, 2021, these warrants were net exercised and ultimately converted into 82,187 shares of indie Class A common stock. During 2020, the Company entered into three amendments to the PacWest loan agreement. Pursuant to the terms of the amendments, $889, the full amount of unpaid principal and interest was transferred from the PacWest term loan to the revolving line of credit as of January 30, 2020. In addition, the amendments modified certain financial covenants, including that the Company maintain a minimum cash balance of $2,300 and adjusted the borrowing limits to $2,000. As of December 31, 2021 and 2020, the Company had no outstanding balance on the term loan. As of December 31, 2021 and 2020, the revolving line of credit had an outstanding balance of zero and $1,675, respectively. The Company’s borrowings under the term loan and revolving line of credit were subject to an aggregate borrowing limit of $20,000 and $2,000 as of December 31, 2021 and 2020, respectively. Total borrowings at any given time under the line of credit are limited to a percentage of domestic accounts receivables less than 90 days past due and other factors. The revolving line of credit is subject to debt covenants which, if violated, could result in the outstanding balance becoming immediately due. The Company has complied with or obtained waivers for all such covenants as of the date these financial statements were issued. On November 5, 2021, the Company entered into an amendment to the PacWest loan agreement that (i) increased the maximum borrowing capacity under the revolving line of credit to $20,000, (ii) limited the security interests of the bank to the cash collateral set at 102.5% of the drawn amount of the loan, (iii) removed various reporting and restrictive covenants, (iv) extended the maturity date to November 4, 2022 and (iv) reduced the interest rate to 2.1% per annum. In addition, the amendment requires the Company to collateralize a cash balance equal to the total outstanding balance in a cash security account with PacWest. Upon execution of the amendment, the Company repaid the outstanding balance of $1,675 under the original line of credit to this new arrangement. Trinity Term Loan In March 2018, the Company entered into a term loan agreement with Trinity Capital Fund (“Trinity”) to borrow $15,000 at a rate of 11.25% per annum. In connection with such loan, the Company issued a warrant to Trinity to acquire 6,250 Class G units at an exercise price per unit of $35.42 In October 2020, the Company entered into a new loan agreement with Trinity, which replaced the March 2018 agreement. The new loan had a principal of $12,000, which was exchanged for the old loan’s principal balance of $11,325, lender fees of $474 and a cash payment to the Company of $194. In addition, the Company issued to Trinity 1,844 additional warrants to purchase the Company’s Class G units, which had a fair value of $405. The new loan agreement was treated as a modification for accounting purposes. The unamortized discount from the old loan was treated as additional debt discount on the new loan along with the lender fees paid to and additional warrants issued to Trinity in October 2020. On June 10, 2021 these warrants were net exercised and ultimately converted into 196,346 shares of indie Class A common stock. The new loan had a maturity date of October 1, 2024 and interest equal to the greater of 10.75% or the Prime Rate plus 7.5%. The term loan may be prepaid by paying the principal and interest plus a prepayment fee ranging from 4.0% to 1.0% of the principal being repaid, depending on the length of time between the effective date and the prepayment date. Upon final repayment, an end-of-term fee of $720 was payable by the Company to Trinity. The term loan was collateralized by substantially all of the Company’s assets to the extent they were not already securing the senior debt of PacWest. As of December 31, 2020, the Company had $11,335 outstanding under the Trinity Term loans, net of the unamortized discount and issuance cost generated as a result of the warrant issuance described in Note 14 — Stockholders’ Equity. The debt discount and issuance costs were being amortized through interest expense over the term of the loan using the effective interest method. The old loan required monthly interest only payments of $141 until November 2019 when repayment of principal began, and payments increased to $493 per month. The new loan required interest only payments of $108 until October 2021 when repayment of principal began, and payments increased to $391 per month with an effective interest rate of 15.8%. On June 21, 2021, the Company fully repaid the outstanding loan balance and the accrued interest of $13,261, including principal of $12,000, end-of-term fee and early termination fee of $1,200 and accrued interest of $61. As a result of the repayment, the Company recognized a loss from extinguishment of debt for $1,585, which included (i) the remaining unamortized discount and debt issuance cost of $577 and (ii) end-of-term fee and early termination fee paid not previously accrued of $1,008, in the consolidated statement of operations for the year ended December 31, 2021. Short-Term Loans Wuxi On November 13, 2019, Wuxi entered into a short-term loan agreement with CITIC Group Corporation Ltd. with aggregate principal balance of CNY2,000, or approximately $285, and bearing interest of 4.785% per annum. The principal balance is denominated in Chinese Yuan and the outstanding balance is adjusted for changes in foreign currency exchange rates at each reporting period. On November 13, 2020, the terms of the agreement were extended for twelve months, and the principal and interest were due on November 15, 2021. On November 19, 2021, the total outstanding balance with CITIC Group Corporation was fully paid off. On October 15, 2020, Wuxi entered into a short-term loan agreement with Bank of Ningbo (“NBCB”) with aggregate principal balance of CNY1,000 or approximately $151 and bearing interest of 4.785%. On April 29, 2021, Wuxi increased its short-term loan principal with NBCB by CNY1,000 or approximately $155 to a total principal balance of CNY4,000. On October 14, 2021, the borrowing from October 15, 2020 was fully paid off. On October 18, 2021, Wuxi re-entered into a short-term loan agreement with NBCB for CNY1,000, or approximately $150 and bearing interest of 4.785%. As of December 31, 2021, the total outstanding short-term loan with NBCB was CNY2,000. On November 18, 2021, Wuxi also entered into a short-term loan agreement Bank of Nanjing with aggregate principal balance of CNY$3,000, or approximately $453 and bearing interest of 4.00%, which increased its aggregate outstanding principal balance to CNY5,000 or $787 as of December 31, 2021. As of December 31, 2020, the aggregate outstanding principal balance of the short-term loans was $459. TeraXion In connection with the TeraXion acquisition, on October 12, 2021, the Company assumed a short-term loan with Canada Economic Development. This loan bears an interest rate of 8% and is payable monthly with a maturity date of April 1, 2022. As of December 31, 2021, the aggregate outstanding principal balance was $23. Tropez Note On January 31, 2020, the Company entered into a convertible loan agreement with Tropez Fund Limited (“Tropez”) with principal amount of $2,000 and subject to interest of 12% per annum. The terms of the loan provide for a renewable 180-day period for a maximum term of twelve months. The Company renewed the loan on July 29, 2020 for the additional 180-day period. The note was amended on January 21, 2021 to extend the maturity date to the earlier of December 31, 2021 or the closing of the merger with Thunder Bridge Acquisition II, Ltd. described in Note 1 — Nature of the Business and Basis of Presentation. Additionally, the January 21, 2021 amendment removed the conversion rights associated with the loan. On June 17, 2021, the Company fully repaid the outstanding loan balance and the accrued interest of $2,346 and the loan was terminated. Paycheck Protection Program In April 2020, the Company applied for a loan pursuant to the Paycheck Protection Program of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) as administered by the U.S. Small Business Administration (the “SBA”). In May 2020, the loan was approved, and the Company received gross proceeds from the loan in the amount of $1,868 (the “PPP Loan”). The PPP Loan took the form of a promissory note that matures two years after the date of the note and bears interest at a rate of 1.0% per annum. Monthly principal and interest payments, less the amount of any potential forgiveness (discussed below), will commence in 2021. The PPP Loan provides for customary events of default, including, among others, those relating to failure to make payments thereunder. The Company may prepay the principal of the PPP Loan at any time without incurring any prepayment penalties. The PPP Loan is non-recourse against any individual stockholder, except to the extent that such party uses the loan proceeds for an unauthorized purpose. All or a portion of the PPP Loan may be forgiven by the SBA and lender upon application by the Company and upon documentation of expenditures in accordance with the SBA requirements. Under the CARES Act, loan forgiveness is available for the sum of documented payroll costs, covered rent payments, and covered utilities during the applicable period beginning on the date of loan approval. For purposes of the CARES Act, payroll costs exclude compensation of an individual employee in excess of $100,000, prorated annually. Not more than 25% of the forgiven amount may be for non-payroll costs. Forgiveness is reduced if full-time headcount declines, or if salaries and wages for employees with salaries of $100,000 or less annually are reduced by more than 25%. On May 10, 2021, the entire balance of the PPP Loan was forgiven by the SBA and lender. As a result, the Company recorded a gain on extinguishment of debt of $1,889, which represented the principal balance of $1,868 and accrued interest of $21, in the consolidated statement of operations for the year ended December 31, 2021. TeraXion Revolving Credit In connection with the acquisition of TeraXion on October 12, 2021, the Company assumed a revolving credit with the Canadian Imperial Bank of Commerce with a credit limit of CAD9,440 bearing interest at prime rate plus 0.25%, repayable in monthly installments of CAD155 plus interest, maturing in October 2026. The repayment of monthly installments reduces the credit limit over time. At December 31, 2021 the outstanding principal balance and credit limit of the loan was $7,102 or CAD8,976. This loan is secured with an authorized credit facility of CAD7,000 from the bank, bearing interest at prime rate plus 0.25%. This line of credit was unused at December 31, 2021. The table below sets forth the components of interest expense for the years ended December 31, 2021 and 2020: December 31, 2021 2020 Interest expense on Trinity term loan: Contractual interest $ 719 $ 1,523 Amortization of discount and issuance cost 138 110 857 1,633 Interest expense on other debt obligations: Contractual interest 322 421 Amortization discount and issuance cost 60 139 382 560 Total interest expense $ 1,239 $ 2,193 The future maturities of the debt obligations are as follows: 2022 $ 2,275 2023 1,469 2024 1,469 2025 1,469 Thereafter 1,230 Total $ 7,912 |
Warrant Liability
Warrant Liability | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Warrant Liability | Warrant Liability In connection with the closing of the Transaction, holders of TB2 Class A ordinary shares automatically received Class A common stock of indie, and holders of TB2 warrants automatically received 17,250,000 warrants of indie with substantively identical terms (“Public Warrants”). At the Closing, 8,625,000 Class B ordinary shares of TB2 owned by the Sponsor, automatically converted into 8,625,000 shares of indie Class A common stock, and 8,650,000 private placement warrants held by the sponsor, each exercisable for one Class A ordinary share of TB2 at $11.50 per share, automatically converted into warrants to purchase one share of indie Class A common stock at $11.50 per share with substantively identical terms (“the “Private Placement Warrants”). Also at the Closing, TB2 issued 1,500,000 working capital warrants to an affiliate of the Sponsor in satisfaction of a working capital promissory note of $1,500 (the “Working Capital Warrants” and, together with the Private Placement Warrants, the “Private Warrants”). These Working Capital Warrants have substantially identical terms to the Private Placement Warrants. The warrants may be exercised only during the period commencing on July 10, 2021 (30 days after the closing of the Transaction) through June 10, 2026. The Company may redeem the Public Warrants at a price of $0.01 per warrant upon 30 days’ notice, only in the event that the last sale price of the Class A common stock is at least $18.00 per share for any 20 trading days within a 30-trading day period ending on the third day prior to the date on which notice of redemption is given, provided there is an effective registration statement and current prospectus in effect with respect to the Class A common stock underlying such warrants during the 30 day redemption period. If the Company redeems the warrants as described above, management will have the option to require all holders to exercise warrants on a “cashless basis.” In accordance with the warrant agreement relating to the Public Warrants, the Company is required to use its best efforts to maintain the effectiveness of the registration statement covering the warrants. If a registration statement is not effective within 90 days following the consummation of a business combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to an available exemption from registration under the Securities Act. In the event that a registration statement is not effective at the time of exercise or no exemption is available for a cashless exercise, the holder of such warrant shall not be entitled to exercise such warrant for cash and in no event (whether in the case of a registration statement being effective or otherwise) will the Company be required to net cash settle the warrant exercise. The terms of the Private Warrants are identical to the Public Warrants as described above, except that the Private Warrants are not redeemable so long as they are held by the sponsor or its permitted transferees. The Company has reviewed the terms of warrants to purchase its Class A common stock to determine whether warrants should be classified as liabilities or stockholders’ equity in its consolidated balance sheet. In order for a warrant to be classified in stockholders’ equity, the warrant must be (a) indexed to the Company’s equity and (b) meet the conditions for equity classification in ASC 815-40, Derivatives and Hedging – Contracts in an Entity’s Own Equity . If a warrant does not meet the conditions for equity classification, it is carried on the consolidated balance sheet as a warrant liability measured at fair value, with subsequent changes in the fair value of the warrant recorded in the statement of operations as change in fair value of warrants in Other income (expense), net . The Company determined that all warrants are required to be carried as a liability in the consolidated balance sheet at fair value, with changes in fair value recorded in the consolidated statement of operations (see Note 13 - Fair Value Measurements). At the closing of the Transaction on June 10, 2021, the warrants had an initial fair value of $74,408, which was recorded as liability and a reduction to additional paid in capital in the consolidated balance sheet. The following table is a summary of the number of shares of the Company’s Class A common stock issuable upon exercise of warrants outstanding at June 10, 2021 (there were no warrants outstanding at December 31, 2020): Number of Shares Exercise Redemption Price Expiration Date Classification Initial Fair Value Public Warrants 17,250,000 $ 11.50 $ 18.00 June 10, 2026 Liability $ 42,435 Private Warrants 10,150,000 $ 11.50 N/A June 10, 2026 Liability $ 31,973 As of December 31, 2021, there have been no exercises of the warrants and the fair value was $100,467. |
Contingent and Earn-Out Liabili
Contingent and Earn-Out Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Reverse Capitalization [Abstract] | |
Contingent and Earn-Out Liabilities | Contingent and Earn-Out Liabilities Earn-Out Milestones Certain of indie’s stockholders are entitled to receive up to 10,000,000 earn-out shares of the Company’s Class A common stock if the earn-out milestones are met. The earn-out milestones represent two independent criteria, which each entitles the eligible stockholders to 5,000,000 earn-out shares per milestone met. Each earn-out milestone is considered met if at any time following the Transaction and prior to December 31, 2027, the volume weighted average price of indie’s Class A common stock is greater than or equal to $12.50 or $15.00 for any twenty trading days within any thirty-trading day period, respectively. Further, the earn-out milestones are also considered to be met if indie undergoes a Sale. A Sale is defined as the occurrence of any of the following for indie: (i) engage in a “going private” transaction pursuant to Rule 13e-3 under the Exchange Act or otherwise cease to be subject to reporting obligations under Sections 13 or 15(d) of the Exchange Act; (ii) Class A common stock ceases to be listed on a national security exchange, other than for the failure to satisfy minimum listing requirements under applicable stock exchange rules; or (iii) change of ownership (including a merger or consolidation) or approval of a plan for complete liquidation or dissolution. These earn-out shares have been categorized into two components: (i) those associated with stockholders with vested equity at the closing of the Transaction that will be earned upon achievement of the earn-out milestones (the “Vested Shares”) and (ii) those associated with stockholders with unvested equity at the closing of the Transaction that will be earned over the remaining service period with the Company on their unvested equity shares and upon achievement of the Earn-Out Milestones (the “Unvested Shares”). The Vested Shares are classified as liabilities in the consolidated balance sheet and the Unvested Shares are equity-classified share-based compensation to be recognized over time (see Note 17 - Share-Based Compensation). The earn-out liability was initially measured at fair value at the closing of the Transaction and subsequently remeasured at the end of each reporting period. The change in fair value of the earn-out liability is recorded as part of Other income (expense), net in the consolidated statement of operations. The estimated fair value of the earn-out liability was determined using a Monte Carlo simulation that simulated the future path of the Company’s stock price over the earn-out period. The assumptions utilized in the calculation are based on the achievement of certain stock price milestones including projected stock price, volatility, and risk-free rate. Escrow Shares 3,450,000 Class A common shares of indie were placed in escrow for the potential future release to the sponsors of TB2 in the event the earn-out milestones are met. The earn-out milestones for the Escrow Shares are identical to those of the earn-out shares. Achievement of each milestone entitles the shareholders to 50% of the total Escrow Shares. The Escrow Shares have been accounted for as a liability and remeasured to fair value each reporting period. At the closing of the Transaction on June 10, 2021, the earn-out liability had an initial fair value of $119,759, which was recorded as a long-term liability and a reduction to additional paid in capital in the consolidated balance sheet. As of November 9, 2021, the first earn-out milestone was achieved while the second Earn-Out Milestone remains unachieved. The achievement of the first earn-out milestone eliminated the variability in the arrangement that previously prevented this instrument to be equity-classified. As a result, the earn-out liabilities associated with the first Earn-Out Milestone were recorded to Additional paid-in capital in the consolidated balance sheet at its fair value. At the same time, the unearned liabilities associated with the second Earn-Out Milestones were also remeasured to its fair value and reclassified per ASC 815-40 to Additional paid-in capital in the consolidated balance sheet. The total fair value associated with the first and second Earn-Out Milestone is $158,517 and the change in fair value of $38,758 from its initial measurement date is recorded as part of Other income (expense), net in the consolidated statement of operations. As of December 31, 2021, there was no liability remaining on the balance sheet. Contingent Consideration On May 13, 2020, in connection with the acquisition of City Semi, the company recorded contingent consideration as a long-term liability at a fair value of $1,180. The contingent consideration is comprised of two tranches. The first tranche is payable, up to a maximum of $500, upon the achievement of cash collection targets within twelve months of the acquisition, and $456 was achieved in May 2021. The second tranche is payable, up to a maximum of $1,500, upon the shipment of a product incorporating the acquired developed technology. In September 2021, the Company paid off the first tranche of the contingent consideration. The fair value of the second tranche contingent consideration liabilities was $980 as of December 31, 2021. On October 1, 2021, in connection with the acquisition of ON Design Israel Ltd, the company recorded contingent consideration as a long-term liability at a fair value of $4,000. The contingent consideration is comprised of two tranches. The first tranche is payable, up to a maximum of $2,500, upon the achievement of tapeout within 30 months of the acquisition. The second tranche is payable, up to a maximum of $5,000, upon indie’s achievement of a design win within 36 months of the acquisition. The fair value of the first and second tranche contingent consideration liabilities was $1,817 and $2,222, respectively, and are recorded in Other long-term liabilities in the consolidated balance sheet as of December 31, 2021. The change in fair value since the acquisition date is recorded in Other income (expense), net in the consolidated statement of operations. See Note 3 - Business Combinations for additional information. At the closing of the Transaction on June 10, 2021, ADK LLC’s share-based compensation awards (as such terms are defined below) were converted into equity in indie at the Exchange Ratio of 27.80. Share and per share information below have been converted from historical disclosure based on the Exchange Ratio. 2021 Omnibus Equity Incentive Plan The Company’s Board of Directors adopted the indie Semiconductor, Inc. 2021 Omnibus Equity Incentive Plan (the “2021 Plan”) effective June 10, 2021, which provides for the granting of nonqualified stock options, incentive stock options, restricted stock awards, stock appreciation rights, performance stock awards, unrestricted stock awards, distribution equivalent rights or any combination of the foregoing to employees and directors for a total of 10,368,750 shares. The primary purpose of the 2021 Plan is to enhance the Company’s ability to attract, motivate and retain the services of qualified employees, officers and directors. The Company accounts for share-based compensation arrangements with employees and non-employees in accordance with ASC 718-10, Compensation — Stock Compensation, which requires the Company to account for the compensation expense related to all equity awards on a fair value based method. Further, the Company treats equity awards with multiple vesting tranches as a single award for expense attribution purposes and recognize compensation expense on a straight-line basis over the required service vesting period of the entire award. Since inception of the 2021 Plan, equity awards granted are in the form of restrictive stock units (“RSU”). These RSUs primarily have a four Historical Profit Interests Historically, per the ADK LLC Operating Agreement, ADK LLC issued Class B units (“Profits Interests” or “Class B units”) to employees, directors and consultants. Class B units entitle the holders of such units to a share of ADK LLC’s profits and distributions of ADK’s assets to the extent their capital accounts are positive. Holders of Class B units do not have voting rights except to the extent required by law. The board of directors authorized 14,284,919 shares (or 513,846 units prior to the exchange) for grant under the ADK LLC Operating Agreement. The Class B units generally have a four-year vesting schedule, in which 25% of units vest after 12 months and the remaining 75% vest monthly over the following three-year period. Upon the consummation of the Transaction, the Class B units were converted into Class A common stocks at the Exchange Ratio of 27.80. Any unvested shares will continue to vest over time following their original contractual terms. No additional profit interests were granted post the consummation of the Transaction. Prior to the consummation of the Transaction, the grant date fair value of the Class B units was determined using the Monte Carlo simulation. The significant assumptions used in valuation include the constant risk-free rate, constant volatility factor and the Geometric Brownian Motion. The following table presents the weighted average assumptions used in the valuations for the Class B units on December 31, 2020: December 31, 2020 Risk-free rate 1.5 % Volatility factor 54.0 % Geometric Brownian Motion 0.853 The Profit Interests are equity-classified awards that operate substantially the same as an RSU. The consummation of the Transaction is considered to be a qualifying liquidation event, such that all historically vested units are now considered to have value. As a result, the unrecognized compensation costs through the consummation date of the Transaction were recognized in full as a change of control satisfying the in-substance performance condition became probable. No compensation cost was recognized historically until the closing of the Transaction. Phantom Units On January 29, 2021, indie issued Phantom Units that give employees rights to receive, upon vesting, either 1,751,360 shares of Class A common stock (or 62,998 Phantom Units prior to giving effect to the Exchange Ratio) or the equivalent in cash at the election of indie (the “Phantom Units”). These Phantom Units had a grant date fair value of $6.83 per share of Class A common stock. The Phantom Units generally have a four-year vesting schedule, in which 25% of units vest after 12 months and the remaining 75% vest monthly over the following three-year period. Certain awards vest based on specific performance conditions. Notwithstanding the foregoing, no Phantom Units vested until December 10, 2021. These Phantom Units are equity-classified awards that operate substantially the same as an RSU. The grant date fair value of the Phantom Units was determined by dividing the expected equity value of the Company upon the Transaction by the Company’s expected capitalization structure at the time of the grant. No compensation cost was recognized historically until the closing of the Transaction. Unvested Earn-out Shares A portion of the earn-out shares were issued to individuals with unvested equity awards. While the payout of these shares requires achievement of the earn-out milestones, the individuals are required to complete the remaining service period associated with these unvested equity awards to be eligible to receive the earn-out shares. As a result, these unvested earn-out shares are equity-classified awards that operate substantially the same as an RSU. The aggregated grant date fair value of these shares totaled $3,919 (or $9.20 per share). The grant date fair value of the earn-out shares was valued based on the fair value of the earn-out liability at inception divided by total shares subject to the earn-out liability. Stock compensation expense is recorded in research and development and general and administrative expenses based on the classification of the work performed by the grantees. The following table sets forth the share-based compensation for the periods presented: December 31, 2021 2020 Research and development $ 9,721 $ — Selling, general, and administrative 13,184 — Total $ 22,905 $ — The following table sets forth the changes in the Company’s outstanding aforementioned equity awards for the years ended December 31, 2021 and 2020: Number of Shares Weighted Shares Retained to Cover Statutory Minimum Withholding Taxes Nonvested shares as of December 31, 2019 1,709,478 $ 0.09 Granted 3,358,240 $ 3.28 Vested (882,872) $ 0.55 — Forfeited (343,024) $ 0.09 Nonvested shares as of December 31, 2020 3,841,822 $ 2.61 Granted 6,237,471 $ 9.00 Vested (3,070,760) $ 4.17 153,636 Forfeited (337,026) $ 4.04 Nonvested shares as of December 31, 2021 6,671,507 $ 7.79 As of December 31, 2021 there was $43,548 of total unrecognized compensation costs related to all nonvested shares, which is expected to be recognized over a weighted-average remaining vesting period of 3.4 years. TeraXion Option Plan On October 12, 2021, the Company assumed fully vested TeraXion options, which became exercisable to purchase 1,542,332 shares of indie Class A common stock with a fair value of $17,249 in connection with the acquisition. The options have a 10-year term from the original grant date. The consummation of the TeraXion acquisition is considered to be a qualifying liquidation event per the original option plan, all of the options became fully vested upon the acquisition date. As such, there is no further stock-based compensation expense to be recognized. The following table sets forth the changes in the Company’s outstanding options for the year ended December 31, 2021: Options Weighted-average exercise price Weighted-average remaining contractual term (years) Aggregate intrinsic value Outstanding at December 31, 2020 — $ — Assumed from acquisition 1,542,332 $ 0.23 Exercised (92,251) $ 0.71 Forfeited or expired — $ — Outstanding at December 31, 2021 1,450,081 $ 0.20 5.93 $ 17,095 Exercisable at December 31, 2021 1,450,081 $ 0.20 5.93 $ 17,095 Vested or expected to vest 1,450,081 $ 0.20 5.93 $ 17,095 |
Simple Agreement for Future Equ
Simple Agreement for Future Equity ("SAFEs") | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Simple Agreement for Future Equity ("SAFEs") | Simple Agreements for Future Equity (“SAFEs”)During the year ended December 31, 2020, the Company entered into SAFEs with existing investors and third-party investors for total proceeds of $25,765. The SAFEs require that the Company issue equity to the SAFE holders in exchange for their investment upon an equity raise of at least $35,000. During April, 2021, the Company entered into SAFEs with a third-party investor for a total purchase amount of $5,000. The SAFEs require that the Company issue equity to the SAFE holders in exchange for their investment upon an equity financing (including a SPAC transaction) with an aggregate purchase price of at least $35,000. In connection with the closing of the Transaction on June 10, 2021, all SAFEs converted into Class A membership units in ADK LLC, and then into 7,466,891 shares of Class A common stock and 454,077 shares of Class V common stock of indie. At the time of conversion, the SAFEs had a fair value of $86,100, which was recorded as a reduction of additional paid in capital in the consolidated balance sheet. The fair value of the SAFEs was $102,700 as of December 31, 2020. The change in fair value between the last measurement date and the conversion date was recorded in Other income (expense), net |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The Company’s debt instruments are recorded at their carrying values in its consolidated balance sheets, which may differ from their respective fair values. The fair values of the Company’s convertible notes are estimated using the valuation of the securities into which the debt is convertible, external pricing data, based on interest rates and credit ratings for similar issuances with the same remaining term as the Company’s outstanding borrowings. The fair value of the Embry convertible notes was determined using valuation inputs categorized as Level 3. The fair values of the Company’s term loans and Tropez note generally approximated their carrying values. At December 31, 2021, the Company held currency forward contracts of $3,075 to sell United States dollars and to buy Canadian dollars at a forward rate. Any changes in the fair value of these contracts are reflected in the consolidated statement of operations. The change in fair value at December 31, 2021 was de minimis. The following table presents the Company’s fair value hierarchy for financial assets and liabilities: Fair Value Measurements as of December 31, 2021 Level 1 Level 2 Level 3 Total Liabilities: Warrant Liability $ — $ — $ 100,467 $ 100,467 ONDesign Israel Contingent Consideration - Tapeout $ — $ — $ 1,817 $ 1,817 ONDesign Israel Contingent Consideration - Design Win $ — $ — $ 2,222 $ 2,222 City Semi Contingent Consideration - Second Tranche $ — $ — $ 980 $ 980 Fair Value Measurements as of December 31, 2020 Level 1 Level 2 Level 3 Total Liabilities: SAFEs $ — $ — $ 102,700 $ 102,700 City Semi Contingent Consideration - First Tranche $ — $ — $ 500 $ 500 City Semi Contingent Consideration - Second Tranche $ — $ — $ 900 $ 900 As of December 31, 2021 and 2020, the Company’s cash and cash equivalents were all held in cash or Level 1 instruments where the fair values approximate the carrying values. Level 3 Disclosures SAFEs The SAFEs were valued using a probability-weighted expected return method (“PWERM”) valuation approach aligned to the SAFEs provisions, including (i) conversion through qualified equity financing, (ii) conversion through acquisition of a special purpose acquisition company, (iii) no conversion through equity or acquisition prior to December 31, 2021, (iv) a liquidation event, and (v) a dissolution event. Determining the fair value of the SAFEs using the PWERM requires assumptions and estimates for both the probability of each scenario and the fair value determined under each scenario. The SAFEs were valued through each scenario using an appropriate valuation approach, including calculations based on the terms of the SAFEs and a Monte Carlo simulation, which utilized the Geometric Brownian Motion formula to simulate the conversion and payout of the SAFEs. The significant unobservable inputs include the discount rate, constant volatility factor and the Geometric Brownian Motion. Significant increases (decreases) in any of those inputs in isolation would result in a significantly lower (higher) fair value measurement. In connection with the closing of the Transaction on June 10, 2021, all SAFEs converted into Class A membership units in ADK LLC, and then into 7,466,891 shares of Class A common stock and 454,077 shares of Class V common stock of indie. At the time of conversion, the SAFEs had a fair value of $86,100, which was valued based on the Company’s market close price of $10.87 per share. Warrants Warrants were valued using the Black-Scholes-Merton formula and a Monte Carlo Simulations analysis. Calculating the fair value of warrants requires the input of subjective assumptions. Other reasonable assumptions could provide differing results. The carrying amount of the liability may fluctuate significantly and actual amounts paid may be materially different from the liability’s estimated value. For the year ended December 31, 2021, there were no redemptions of the warrants and the carrying amount of the liability fluctuated due to fair value remeasurement. Contingent Earn-Outs Contingent earn-outs were valued using a Monte Carlo analysis in order to simulate the future path of the Company’s stock price over the earn-out period. The carrying amount of the liability may fluctuate significantly and actual amounts paid may be materially different from the liability’s estimated value. As of November 9, 2021, the first earn-out milestone was achieved. The existing liability was remeasured to its fair value and reclassified from a liability to Additional paid-in capital in the consolidated balance sheet. See Note 11 - Contingent and earn-out Liabilities for additional information. The following table presents the significant unobservable inputs assumed for each of the fair value measurements: As of December 31, 2021 As of December 31, 2020 Input Input Liabilities: SAFEs Discount rate N/A 75 % Constant volatility factor N/A 40 % Geometric Brownian Motion N/A 0.98 Warrants Expected volatility 36.0 % N/A City Semi Contingent Consideration - First Tranche Discount rate N/A 10.3 % City Semi Contingent Consideration - Second Tranche Discount rate 10.8 % 10.3 % ONDesign Israel Contingent consideration - Tapeout Discount rate 4.37% N/A ONDesign Israel Contingent consideration - Design Win Discount rate 4.37% N/A Contingent earn-outs - second milestone Constant volatility factor 40 % N/A |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders’ Equity Post Transaction Stockholders’ Equity In connection with the closing of the Transaction on June 10, 2021, all of the historical members’ equity in ADK LLC that was issued and outstanding at the Closing were converted to either Class A or Class V common stock of the Company per its rights and privileges as follows: As of June 10, 2021 Member Units Outstanding Class A Common Stock Class V Common Stock Class A 1,381,424 12,612,470 25,791,473 Class B 293,221 9,564,150 — Class C 400,000 11,520,101 — Class D 236,521 1,568,565 5,806,776 Class E 112,916 1,309,971 2,229,122 Class F 492,110 16,380,782 — Class G 10,019 278,533 — Total 2,926,211 53,234,572 33,827,371 Class H units were redeemed for a cash payment of $900. Pre-Merger Members’ Equity The table and information set forth below reflects information about the historical ADK LLC members’ equity immediately prior to the closing as of June 10, 2021 and as of December 31, 2020: As of June 10, 2021 As of December 31, 2020 Authorized Issued Outstanding Authorized Issued Outstanding Class A 3,136,518 1,381,424 1,381,424 3,136,518 911,500 911,500 Class B 513,846 367,395 293,221 513,846 367,927 229,732 Class C 400,000 400,000 400,000 400,000 300,000 300,000 Class D 236,521 236,521 236,521 236,521 236,521 236,521 Class E 112,916 112,916 112,916 112,916 112,916 112,916 Class F 492,110 492,110 492,110 492,110 492,110 492,110 Class G 11,482 10,019 10,019 11,482 — — Class H 5,000 4,500 4,500 5,000 4,500 4,500 Total 4,908,393 3,004,885 2,930,711 4,908,393 2,425,474 2,287,279 In connection with its formation on February 9, 2007, the Company issued 911,500 Class A units to the four initial members. On December 28, 2012, the Company issued 300,000 Class C units to an investor at an original issue price of $0.01 per unit for total consideration of $3,000. The Company reserved 185,000 Class A units and 100,000 Class C units in connection with the convertible notes described in Note 9 — Debt. These units are not issued or outstanding until conversion of the outstanding principal in accordance with the terms of the notes. The Fifth Amended and Restated LLC Agreement (the “ADK LLC Operating Agreement”) authorized an increase of Class B units from 243,000 units to 513,846 units. The Class B units are profit interests issued to employees, directors, and consultants. See Note 17 — Share-Based Compensation. On July 24, 2015, the Company issued 221,739 Class D units to an investor at an original issue price of $33.82 per unit for cash consideration of approximately $7,215, net of issuance costs of $285. On August 28, 2015, the Company issued an additional 14,782 Class D units to an existing investor at an original issue price of $33.82 per unit for cash consideration of $500. On July 25, 2017, the Company issued 112,916 Class E units to investors at an original issue price of $35.42 per unit for cash consideration of $3,963, net of issuance costs of $37. The Company issued warrants to purchase Class G units as part of amendments to the terms of debt agreements with Trinity and PacWest, see Note 9 — Debt. In connection with entering into the term loan agreement with Trinity in March 2018, the Company issued an aggregate of 6,250 warrants with a strike price of $35.42 to purchase Class G units. In April 2018, as part of an amendment to the loan and security agreement, the Company issued warrants to PacWest to purchase 3,388 Class G units with a strike price of $35.42 (see Note 21 — Commitments and Contingencies). On October 1, 2020, in connection with the new loan agreement with Trinity, the Company issued additional warrants to Trinity to purchase 1,844 Class G units at a strike price of $35.42 under the same terms and features as previously issued Class G warrants. Following the Company’s announcement of the Master Transactions Agreement (“MTA”), PacWest issued a letter dated February 3, 2021 to the Company demanding 52,632 warrants in satisfaction of the provisions contained in the August 9, 2017 credit facility amendment. On June 8, 2021, the Company and PacWest entered into a settlement agreement and mutual release where both parties acknowledged and agreed that the original 3,388 warrants issued were in full compliance of the credit facility amendment. In June 2018, the Company issued 492,110 Class F units to investors at an issue price of $54.87 per unit for cash consideration of $26,790, net of issuance costs of $210. In May 2020, the Company issued 4,500 Class H units to the owners of City Semi as part of the business combination, see Note 3 — Business Combinations. The rights and privileges of the holders of the equity units are as follows: Liquidation Rights and Distributions with Respect to Liquidity Event Rights The Company’s Operating Agreement outlines the liquidation and other preferential rights granted to holders of Class C, D, E, F, G and H units. These rights include preferential treatment in the case of an extraordinary distribution by the Company to its members (not including any distribution of units), a sale of the Company, a liquidation event or unwind of the Company. The distribution provisions are complex and depend on the amount of proceeds to be distributed. In the scenario where the proceeds are sufficient to return the capital investment of each class and provide greater than another 50% of the capital investment of each class on a participating basis, then Class F as the most senior preference and would be entitled to the amount of the original issue price of the Class F Units, followed by Classes E, D, and C in that order, each in the respective amount of the original issue price of its units, followed by Class H and G up to the original issue price. The remaining amounts available to be distributed are shared among all of the classes of Units (except for Class G) according to their fully diluted percentages. If distribution proceeds are not sufficient to return the capital investment of each class and provide greater than another 50% of the capital investment of each class on a participating basis, then, the Operating Agreement provides numerous distribution waterfalls that are designed to achieve the rights of each class in each scenario based on the specific amount of proceeds. Generally, if a preferred class would receive through a fixed preference of 150% of its capital as compared to 100% of its capital plus its participation in the residual tranche, then the preferred class would receive up to 150% of its capital with no participation. Class A and Class B receive distributions only in the residual tranche to the extent proceeds remain after the preferences. Conversion Rights Each unit of Classes C, D, E, F, G and H shall be convertible, at the option of the holder thereof, into such number of fully paid and nonassessable Class A units as is determined by dividing the original issue price for the units of Classes C, D, E, F, G or H as applicable, by the conversion price (original issue price) applicable to such Class C, D, E, F, G and H unit in effect on the conversion date. Additionally, each Class C, D, E, F, G, or H unit shall automatically be converted into Class A units at the Conversion Price applicable to such units of Classes C, D, E, F, G or H immediately upon the Company’s sale of its securities in a firm commitment underwritten public offering pursuant to a registration statement under the Securities Act in which (i) the public offering per unit price is not less than $180.53 (adjusted for splits and reverse splits and other adjustments of Class F Units) and (ii) the anticipated aggregate offering price is at least $200,000. The conversion price shall be the initial issuance price as adjusted for any antidilution provisions as defined in the operating agreement. Voting Rights Each Class A unit shall be entitled to one point four seven (1.47) votes per Class A unit. This ratio is revised from time to time to equal (X) divided by (Y), where (X) equals the sum of (i) the Class A units issued to the initial members and their successors and assigns plus (ii) the total number of authorized B units and G units, and (Y) equals the total number of Class A units issued to the initial members and their successors and assigns. |
Noncontrolling Interest
Noncontrolling Interest | 12 Months Ended |
Dec. 31, 2021 | |
Noncontrolling Interest [Abstract] | |
Noncontrolling Interest | Noncontrolling Interest ADK Minority Holders In connection with the closing of the Transaction on June 10, 2021, certain members of ADK LLC (the “ADK Minority Holders”) retained approximately 26% membership interest in ADK LLC. The ADK Minority Holders may from time to time, after December 10, 2021, exchange with indie, such holders’ units in ADK LLC for an equal number of shares of indie’s Class A common stock. As a result, indie’s ownership interest in ADK LLC will increase. The ADK Minority Holders’ ownership interests are accounted for as noncontrolling interests in the Company’s consolidated financial statements. The Company’s ownership of ADK LLC, was approximately 78% as of December 31, 2021. In connection with the Transaction, the Company issued to certain members of ADK LLC an aggregate of 33,827,371 shares of Class V common stock of indie (the “Class V Holders”). The shares of Class V common stock provides no economic rights in indie to the holder thereof; however, each Class V Holder is entitled to vote with the holders of Class A common stock of indie, with each share of Class V common stock entitling the holder to one (1) vote per share of Class V common stock at the time of such vote (subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications). As of December 31, 2021, the Company had an aggregate of 30,448,081 shares of Class V common stock issued and outstanding. Noncontrolling Interest in Wuxi ADK LLC held 50% ownership in Wuxi as of December 31, 2021 and 2020. From time to time, Wuxi has sold equity ownership and the transactions have reduced ADK LLC’s controlling interest in Wuxi on the consolidated balance sheets. As of December 31, 2021, ADK LLC maintained its controlling ownership and financial interest in Wuxi. Accordingly, Wuxi’s financial statements are consolidated with those of ADK LLC and its other wholly-owned subsidiaries. Minority interests held in Wuxi are accounted for as non-controlling interests in the Company’s consolidated financial statements. |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue Disaggregation of Revenue The Company disaggregates revenue from contracts with customers by geographic region, as the Company’s management believes it best depicts how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. The following tables present revenue disaggregated by geography of the customer’s shipping location for the years ended December 31, 2021 and 2020: Year Ended December 31, 2021 2020 United States $ 11,313 $ 4,281 Greater China 25,973 14,297 Latin America 5,192 1,530 Rest of Asia Pacific 1,006 1,478 Europe 4,928 1,024 Total $ 48,412 $ 22,610 Contract Balances Certain assets or liabilities are recorded depending on the timing of revenue recognition, billings and cash collections on a contract-by-contract basis. Contract liabilities primarily relate to deferred revenue, including advance consideration received from customers for contracts prior to the transfer of control to the customer, and therefore revenue is recognized upon delivery of products and services or as the services are performed. The Company recorded unbilled revenue of $402 and $55 at December 31, 2021 and 2020, respectively, as part of its Prepaid expenses and other current assets in the accompanying consolidated balance sheets. The following table presents the liabilities associated with the engineering services contracts as of December 31, 2021 and 2020: December 31, 2021 2020 Deferred revenue $ 1,840 $ 1,665 As of December 31, 2021 and 2020, contract liabilities were included as Deferred revenue and classified as current liabilities in the consolidated balance sheet. During the year ended December 31, 2021 and 2020, the Company recognized $1,665 and $2,143, respectively, of revenue related to amounts that were previously included in deferred revenue at the beginning of the period. Deferred revenue fluctuates over time due to changes in the timing of payments received from customers and revenue recognized for services provided. Revenue related to remaining performance obligations represents the amount of contracted development arrangements that has not been recognized, which includes deferred revenue on the consolidated balance sheet and unbilled amounts that will be recognized as revenue in future periods. As of December 31, 2021, the amount of performance obligations that have not been recognized as revenue was $8,972, of which approximately 55% is expected to be recognized as revenue over the next twelve months and the remainder thereafter. This amount excludes the value of remaining performance obligations for contracts with an original expected length of one year or less. Variable consideration that has been constrained is excluded from the amount of performance obligations that have not been recognized. Concentrations As identified below, some of our customers accounted for more than 10% of the Company’s total revenue for the years ended December 31, 2021 and 2020: December 31, 2021 2020 Customer A 39.0 % 57.0 % Customer B 4.6 % 12.9 % The loss of these customers would have a material impact on the Company’s consolidated financial results. |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Share-Based Compensation | Contingent and Earn-Out Liabilities Earn-Out Milestones Certain of indie’s stockholders are entitled to receive up to 10,000,000 earn-out shares of the Company’s Class A common stock if the earn-out milestones are met. The earn-out milestones represent two independent criteria, which each entitles the eligible stockholders to 5,000,000 earn-out shares per milestone met. Each earn-out milestone is considered met if at any time following the Transaction and prior to December 31, 2027, the volume weighted average price of indie’s Class A common stock is greater than or equal to $12.50 or $15.00 for any twenty trading days within any thirty-trading day period, respectively. Further, the earn-out milestones are also considered to be met if indie undergoes a Sale. A Sale is defined as the occurrence of any of the following for indie: (i) engage in a “going private” transaction pursuant to Rule 13e-3 under the Exchange Act or otherwise cease to be subject to reporting obligations under Sections 13 or 15(d) of the Exchange Act; (ii) Class A common stock ceases to be listed on a national security exchange, other than for the failure to satisfy minimum listing requirements under applicable stock exchange rules; or (iii) change of ownership (including a merger or consolidation) or approval of a plan for complete liquidation or dissolution. These earn-out shares have been categorized into two components: (i) those associated with stockholders with vested equity at the closing of the Transaction that will be earned upon achievement of the earn-out milestones (the “Vested Shares”) and (ii) those associated with stockholders with unvested equity at the closing of the Transaction that will be earned over the remaining service period with the Company on their unvested equity shares and upon achievement of the Earn-Out Milestones (the “Unvested Shares”). The Vested Shares are classified as liabilities in the consolidated balance sheet and the Unvested Shares are equity-classified share-based compensation to be recognized over time (see Note 17 - Share-Based Compensation). The earn-out liability was initially measured at fair value at the closing of the Transaction and subsequently remeasured at the end of each reporting period. The change in fair value of the earn-out liability is recorded as part of Other income (expense), net in the consolidated statement of operations. The estimated fair value of the earn-out liability was determined using a Monte Carlo simulation that simulated the future path of the Company’s stock price over the earn-out period. The assumptions utilized in the calculation are based on the achievement of certain stock price milestones including projected stock price, volatility, and risk-free rate. Escrow Shares 3,450,000 Class A common shares of indie were placed in escrow for the potential future release to the sponsors of TB2 in the event the earn-out milestones are met. The earn-out milestones for the Escrow Shares are identical to those of the earn-out shares. Achievement of each milestone entitles the shareholders to 50% of the total Escrow Shares. The Escrow Shares have been accounted for as a liability and remeasured to fair value each reporting period. At the closing of the Transaction on June 10, 2021, the earn-out liability had an initial fair value of $119,759, which was recorded as a long-term liability and a reduction to additional paid in capital in the consolidated balance sheet. As of November 9, 2021, the first earn-out milestone was achieved while the second Earn-Out Milestone remains unachieved. The achievement of the first earn-out milestone eliminated the variability in the arrangement that previously prevented this instrument to be equity-classified. As a result, the earn-out liabilities associated with the first Earn-Out Milestone were recorded to Additional paid-in capital in the consolidated balance sheet at its fair value. At the same time, the unearned liabilities associated with the second Earn-Out Milestones were also remeasured to its fair value and reclassified per ASC 815-40 to Additional paid-in capital in the consolidated balance sheet. The total fair value associated with the first and second Earn-Out Milestone is $158,517 and the change in fair value of $38,758 from its initial measurement date is recorded as part of Other income (expense), net in the consolidated statement of operations. As of December 31, 2021, there was no liability remaining on the balance sheet. Contingent Consideration On May 13, 2020, in connection with the acquisition of City Semi, the company recorded contingent consideration as a long-term liability at a fair value of $1,180. The contingent consideration is comprised of two tranches. The first tranche is payable, up to a maximum of $500, upon the achievement of cash collection targets within twelve months of the acquisition, and $456 was achieved in May 2021. The second tranche is payable, up to a maximum of $1,500, upon the shipment of a product incorporating the acquired developed technology. In September 2021, the Company paid off the first tranche of the contingent consideration. The fair value of the second tranche contingent consideration liabilities was $980 as of December 31, 2021. On October 1, 2021, in connection with the acquisition of ON Design Israel Ltd, the company recorded contingent consideration as a long-term liability at a fair value of $4,000. The contingent consideration is comprised of two tranches. The first tranche is payable, up to a maximum of $2,500, upon the achievement of tapeout within 30 months of the acquisition. The second tranche is payable, up to a maximum of $5,000, upon indie’s achievement of a design win within 36 months of the acquisition. The fair value of the first and second tranche contingent consideration liabilities was $1,817 and $2,222, respectively, and are recorded in Other long-term liabilities in the consolidated balance sheet as of December 31, 2021. The change in fair value since the acquisition date is recorded in Other income (expense), net in the consolidated statement of operations. See Note 3 - Business Combinations for additional information. At the closing of the Transaction on June 10, 2021, ADK LLC’s share-based compensation awards (as such terms are defined below) were converted into equity in indie at the Exchange Ratio of 27.80. Share and per share information below have been converted from historical disclosure based on the Exchange Ratio. 2021 Omnibus Equity Incentive Plan The Company’s Board of Directors adopted the indie Semiconductor, Inc. 2021 Omnibus Equity Incentive Plan (the “2021 Plan”) effective June 10, 2021, which provides for the granting of nonqualified stock options, incentive stock options, restricted stock awards, stock appreciation rights, performance stock awards, unrestricted stock awards, distribution equivalent rights or any combination of the foregoing to employees and directors for a total of 10,368,750 shares. The primary purpose of the 2021 Plan is to enhance the Company’s ability to attract, motivate and retain the services of qualified employees, officers and directors. The Company accounts for share-based compensation arrangements with employees and non-employees in accordance with ASC 718-10, Compensation — Stock Compensation, which requires the Company to account for the compensation expense related to all equity awards on a fair value based method. Further, the Company treats equity awards with multiple vesting tranches as a single award for expense attribution purposes and recognize compensation expense on a straight-line basis over the required service vesting period of the entire award. Since inception of the 2021 Plan, equity awards granted are in the form of restrictive stock units (“RSU”). These RSUs primarily have a four Historical Profit Interests Historically, per the ADK LLC Operating Agreement, ADK LLC issued Class B units (“Profits Interests” or “Class B units”) to employees, directors and consultants. Class B units entitle the holders of such units to a share of ADK LLC’s profits and distributions of ADK’s assets to the extent their capital accounts are positive. Holders of Class B units do not have voting rights except to the extent required by law. The board of directors authorized 14,284,919 shares (or 513,846 units prior to the exchange) for grant under the ADK LLC Operating Agreement. The Class B units generally have a four-year vesting schedule, in which 25% of units vest after 12 months and the remaining 75% vest monthly over the following three-year period. Upon the consummation of the Transaction, the Class B units were converted into Class A common stocks at the Exchange Ratio of 27.80. Any unvested shares will continue to vest over time following their original contractual terms. No additional profit interests were granted post the consummation of the Transaction. Prior to the consummation of the Transaction, the grant date fair value of the Class B units was determined using the Monte Carlo simulation. The significant assumptions used in valuation include the constant risk-free rate, constant volatility factor and the Geometric Brownian Motion. The following table presents the weighted average assumptions used in the valuations for the Class B units on December 31, 2020: December 31, 2020 Risk-free rate 1.5 % Volatility factor 54.0 % Geometric Brownian Motion 0.853 The Profit Interests are equity-classified awards that operate substantially the same as an RSU. The consummation of the Transaction is considered to be a qualifying liquidation event, such that all historically vested units are now considered to have value. As a result, the unrecognized compensation costs through the consummation date of the Transaction were recognized in full as a change of control satisfying the in-substance performance condition became probable. No compensation cost was recognized historically until the closing of the Transaction. Phantom Units On January 29, 2021, indie issued Phantom Units that give employees rights to receive, upon vesting, either 1,751,360 shares of Class A common stock (or 62,998 Phantom Units prior to giving effect to the Exchange Ratio) or the equivalent in cash at the election of indie (the “Phantom Units”). These Phantom Units had a grant date fair value of $6.83 per share of Class A common stock. The Phantom Units generally have a four-year vesting schedule, in which 25% of units vest after 12 months and the remaining 75% vest monthly over the following three-year period. Certain awards vest based on specific performance conditions. Notwithstanding the foregoing, no Phantom Units vested until December 10, 2021. These Phantom Units are equity-classified awards that operate substantially the same as an RSU. The grant date fair value of the Phantom Units was determined by dividing the expected equity value of the Company upon the Transaction by the Company’s expected capitalization structure at the time of the grant. No compensation cost was recognized historically until the closing of the Transaction. Unvested Earn-out Shares A portion of the earn-out shares were issued to individuals with unvested equity awards. While the payout of these shares requires achievement of the earn-out milestones, the individuals are required to complete the remaining service period associated with these unvested equity awards to be eligible to receive the earn-out shares. As a result, these unvested earn-out shares are equity-classified awards that operate substantially the same as an RSU. The aggregated grant date fair value of these shares totaled $3,919 (or $9.20 per share). The grant date fair value of the earn-out shares was valued based on the fair value of the earn-out liability at inception divided by total shares subject to the earn-out liability. Stock compensation expense is recorded in research and development and general and administrative expenses based on the classification of the work performed by the grantees. The following table sets forth the share-based compensation for the periods presented: December 31, 2021 2020 Research and development $ 9,721 $ — Selling, general, and administrative 13,184 — Total $ 22,905 $ — The following table sets forth the changes in the Company’s outstanding aforementioned equity awards for the years ended December 31, 2021 and 2020: Number of Shares Weighted Shares Retained to Cover Statutory Minimum Withholding Taxes Nonvested shares as of December 31, 2019 1,709,478 $ 0.09 Granted 3,358,240 $ 3.28 Vested (882,872) $ 0.55 — Forfeited (343,024) $ 0.09 Nonvested shares as of December 31, 2020 3,841,822 $ 2.61 Granted 6,237,471 $ 9.00 Vested (3,070,760) $ 4.17 153,636 Forfeited (337,026) $ 4.04 Nonvested shares as of December 31, 2021 6,671,507 $ 7.79 As of December 31, 2021 there was $43,548 of total unrecognized compensation costs related to all nonvested shares, which is expected to be recognized over a weighted-average remaining vesting period of 3.4 years. TeraXion Option Plan On October 12, 2021, the Company assumed fully vested TeraXion options, which became exercisable to purchase 1,542,332 shares of indie Class A common stock with a fair value of $17,249 in connection with the acquisition. The options have a 10-year term from the original grant date. The consummation of the TeraXion acquisition is considered to be a qualifying liquidation event per the original option plan, all of the options became fully vested upon the acquisition date. As such, there is no further stock-based compensation expense to be recognized. The following table sets forth the changes in the Company’s outstanding options for the year ended December 31, 2021: Options Weighted-average exercise price Weighted-average remaining contractual term (years) Aggregate intrinsic value Outstanding at December 31, 2020 — $ — Assumed from acquisition 1,542,332 $ 0.23 Exercised (92,251) $ 0.71 Forfeited or expired — $ — Outstanding at December 31, 2021 1,450,081 $ 0.20 5.93 $ 17,095 Exercisable at December 31, 2021 1,450,081 $ 0.20 5.93 $ 17,095 Vested or expected to vest 1,450,081 $ 0.20 5.93 $ 17,095 |
Net Loss per Common Share
Net Loss per Common Share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss per Common Share | Net Loss per Common Share Basic and diluted net loss per common share was calculated as follows: Year Ended December 31, 2021 2020 Numerator: Net loss $ (118,607) $ (98,364) Less: Net loss attributable to noncontrolling interest (30,563) (866) Net loss attributable to indie Semiconductor, Inc. $ (88,044) $ (97,498) Net loss attributable to common shares - dilutive $ (88,044) $ (97,498) Denominator: Weighted average shares outstanding - basic 70,012,112 31,244,414 Weighted average common shares outstanding—diluted 70,012,112 31,244,414 Net loss per share attributable to common shares— basic $ (1.26) $ (3.12) Net loss per share attributable to common shares— diluted $ (1.26) $ (3.12) On June 10, 2021, the Company completed a series of business transactions with TB2 pursuant to the MTA. The Transaction materially impacted the number of shares outstanding. Weighted average shares outstanding in the table above have been retroactively restated to give effect to the reverse recapitalization. See Note 1 - Nature of Business and Basis of Presentation for more information regarding the Transaction. The Company’s potentially dilutive securities, which include SAFEs, unvested Class B units, unvested restricted stock units, preferred units, warrants for Class A units, warrants for Class G units, and convertible debt, have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share. For the years ended December 31, 2021 and 2020 the weighted average number of shares outstanding used to calculate both basic and diluted net loss per share attributable to common shares is the same because the Company reported a net loss for each of these periods and the effect of inclusion would be antidilutive. The Company excluded the following potential shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share attributable to stockholders for the periods indicated because including them would have had an antidilutive effect: Year Ended December 31, 2021 2020 SAFEs — 4,711,711 Unvested Class B units 1,612,797 3,841,856 Unvested Phantom units 1,188,862 — Unvested Restricted stock units 3,869,848 — Convertible preferred units — 35,935,292 Warrants to purchase Class G units — 267,939 Convertible debt into Class A and preferred units — 285,000 Convertible Class V common shares 30,448,081 — Public warrants for the purchase of Class A common shares 17,250,000 — Private warrants for the purchase of Class A common shares 10,150,000 — Earn-out Shares 10,000,000 — Escrow Shares 1,725,000 — 76,244,588 45,041,798 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The components of loss before income taxes for the years ended December 31, 2021 and 2020 are as follows: Year Ended December 31, 2021 2020 United States $ (117,761) $ (96,544) Foreign (1,173) (1,791) Total $ (118,934) $ (98,335) The components of the provision for income taxes for the years ended December 31, 2021 and 2020 are as follows: Year Ended December 31, 2021 2020 Current expense: Federal $ — $ — State 8 — Foreign 181 18 Total current expense: $ 189 $ 18 Deferred expense: Federal $ — $ — State — — Foreign (516) 11 Total deferred expense: $ (516) $ 11 Total income tax expense $ (327) $ 29 The components of deferred tax assets / (liabilities) as of December 31, 2021 and 2020 are as follows: December 31, 2021 2020 Reserves and accruals $ 310 $ 114 Investment in Ay Dee Kay, LLC 41,788 — Net operating loss (“NOL”) carryforwards 11,493 1,071 Total Deferred Tax Assets before Valuation Allowance 53,591 1,185 Valuation Allowance (53,430) (1,040) Deferred Tax Assets – net of Valuation Allowance 161 145 Fixed Assets $ (56) $ (33) Intangibles (21,269) (145) Total Deferred Tax Liabilities (21,325) (178) Net Deferred Tax Liabilities $ (21,164) $ (33) Changes in the valuation allowance for deferred tax assets during the years ended December 31, 2021 and 2020, are as follows: 2021 2020 Valuation Allowance as on January 1 st $ 1,040 $ 617 Increases recorded to tax provision 52,390 423 Decreases recorded as a benefit to income tax provision — — Valuation Allowance as on December 31 st $ 53,430 $ 1,040 As of December 31, 2021, the Company has $11,037 of deferred tax assets in domestic NOLs. This was composed of U.S. Federal NOLs of $37,791, which have an indefinite carry-forward pursuant to the Tax Cuts and Jobs Act of 2017 and $36,081 of California NOLs, which have a carry-forward period of 20 years. Due to the California NOL suspension of tax years 2020 through 2022, the California 2021 NOL will be extended by one year to account for the 2022 suspension year. The Company also has $4,418 of NOLs in China which have a 5-year carry-forward period. At December 31, 2021, the Company also has a foreign R&D Tax Credits in Canada in the amount of $895, which have a carry-forward period of up to 20 years. In addition to the NOL carryforwards and tax credits, the Company’s other significant deferred tax asset is its investment in ADK in the amount of $41,788 (net of federal tax benefit). This is based on the difference between the book carrying value of the investment and the tax basis in the investment pursuant to tax law. In evaluating its ability to realize its net deferred tax assets, the Company considered all available positive and negative evidence, such as past operating results, forecasted earnings, prudent and feasible tax planning strategies, and the future realization of the tax benefits of existing temporary differences in accordance with the relevant accounting guidance under ASC 740. The Company has concluded that it is not possible to reasonably quantify future taxable income. Further, when considering its history of generating net operating losses, management concluded that it is more likely than not that some or all of the Company’s domestic deferred assets will not be realized and has established a full valuation allowance for U.S. domestic deferred tax assets. A similar conclusion regarding China and Hong Kong operations conducted through Wuxi and its subsidiaries have been reached. As a result, the Company continues to maintain a full valuation allowance as of December 31, 2021 and 2020 for its China operations. The Company’s net deferred tax liability position is the result of the UK, Israel and Canada operations. The Company does not provide for foreign income and withholding, U.S. Federal, or state income taxes expense or tax benefits for the difference between the financial reporting basis over the tax basis of its investments in foreign subsidiaries to the extent such amounts are indefinitely reinvested to support operations and continued growth plans outside the U.S. The Company reviews its indefinite reinvestment assertion on a quarterly basis and evaluates its plans for reinvestment. This includes a review of the Company’s ability to control repatriation, its ability to mobilize funds without triggering basis differences, and the profitability of U.S. operations, their cash requirements and the need, if any, to repatriate funds. If the Company’s intent and ability with respect to reinvestment of earnings of non-U.S. subsidiaries changes, deferred U.S. income taxes, foreign income taxes, and foreign withholding taxes may have to be accrued. The Company will file a federal income tax return and various state income tax returns in the United States going forward. As a newly formed entity, indie Inc. 's first income tax filings will be for the tax year ending December 31, 2021. However, ADK LLC will continue to file a partnership return as it has historically and ADK LLC tax returns for years 2018-2020 remain open to examination by the IRS, and tax years 2017-2020 remain open to California State Tax examination. A reconciliation of the federal statutory income tax rate to the effective tax rate for the years ended December 31, 2021 and 2020 are as follows: December 31, 2021 2020 Income tax provision at U.S. statutory federal rate $ (25,509) $ (20,650) State income tax provision, net of federal income tax effect (5,891) — Foreign taxes provision 22 (72) Noncontrolling interest 6,764 — Valuation allowance reductions (increases) 24,150 470 Research and other tax credits (270) (37) Tax benefits on vested and exercised equity awards 404 — Partnership/non-taxable income — 20,512 Other 3 (194) Provision for income taxes $ (327) $ 29 The calculation of the Company’s tax liabilities involves dealing with uncertainties in the application of complex tax laws and regulations for the jurisdictions in which it operates or does business in. A tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, on the basis of the technical merits. The Company records tax positions as liabilities and adjusts these liabilities when its judgement changes as a result of the evaluation of new information not previously available. Because of the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from the Company’s current estimate of the recognized tax benefit liabilities. These differences will be reflected as increases or decreases to income tax expense in the period in which new information is available. As of December 31, 2021 and 2020, the Company has not recorded any uncertain tax positions in its financial statements. The Company records interest and penalties related to unrecognized tax benefits in provision of income taxes. As of December 31, 2021 and 2020, no accrued interest or penalties are recorded in the consolidated balance sheets, and the Company has not recorded any related expenses. |
Supplemental Financial Informat
Supplemental Financial Information | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Supplemental Financial Information | Supplemental Financial InformationAccrued expenses and other current liabilities consist of the following: December 31, 2021 2020 Accrued payroll and employee benefits $ 4,021 $ 107 Accrued purchase consideration from business combinations 7,500 500 City Semi deferred compensation 833 — Accrued interest — 785 Other (1) 6,289 1,130 Accrued expenses and other current liabilities $ 18,643 $ 2,522 (1) Amount represents accruals for various operating expenses such as professional fees, open purchase orders, royalties and other estimates that are expected to be paid within the next 12 months. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Litigation The Company may be a party to routine claims or litigation incidental to its business. The Company does not believe that it is a party to any pending legal proceeding that is likely to have a material adverse effect on its business, financial condition or results of operations or cash flows. In connection with a credit facility amendment executed with PacWest on August 9, 2017, the Company agreed to issue the bank warrants to acquire Membership Units. In 2018, the Company and the bank agreed that 3,388 warrants would be issued at a strike price of $35.42 per unit, which was subsequently reflected in the Company’s books and records. Following the Company’s announcement of the Master Transactions Agreement (“MTA”), on February 3, 2021, PacWest issued a letter to the Company demanding 52,632 warrants in satisfaction of the provisions contained in the August 9, 2017 credit facility amendment. On June 8, 2021, the Company and PacWest entered into a settlement agreement and mutual release where both parties acknowledged and agreed that the original 3,388 warrants issued were in full compliance of the credit facility amendment. Lease Commitments The Company’s lease arrangements consist primarily of corporate and manufacturing facility agreements. The leases expire at various dates through 2028, some of which include options to extend the lease term. The options with the longest potential total lease term consist of options for extension of up to five years following expiration of the original lease term. All of the leases are operating leases. The Company is headquartered in Aliso Viejo, California and has various research and design centers, sales support offices, and manufacturing facilities throughout the world. The key lease terms for the principal locations are summarized below: In July 2015, the Company entered into a five-year operating lease for its 14,881 square foot headquarters in Aliso Viejo, California, which is payable monthly with periodic rent adjustments over the lease term. The lease requires a security deposit of $30, which is recorded in other assets on the Company’s consolidated balance sheets as well as a tiered, time-based letter of credit that has now reached its lowest tier of $200. Subsequently, the rentable area was expanded to 18,000 square feet and the lease was extended through the end of June 2023. Rent expense is approximately $38 per month. In October 2015, the Company entered into a five-year operating lease for its Scotland Design Center in Edinburgh, Scotland, which is payable monthly with periodic rent adjustments over the lease term. The lease expired in October 2020. During 2019, the Company entered into a sub-lease agreement with a third party for the Scotland Design Center facility. Separately, effective January 2020, the Company entered into a lease for a property in Scotland. The lease agreement has a term through June 2024 and monthly rent of approximately $16 per month. In October 2017, the Company entered into a 26-month operating lease for its Wuxi sales and design center. Rent for the associated office is payable monthly with periodic rent adjustments over the lease term. The lease was subsequently extended through December 2022. Rent expense is approximately $8 per month. In May 2021, the Company entered into a seven-year operating lease for a location in Detroit, Michigan, which is payable monthly with periodic rent adjustments over the lease term. The lease will expire in 2028 with an initial monthly rent of approximately $22 per month. In October 2021, the Company entered into a five-year operating lease for its design center in Austin, Texas. Rent for the associated office is payable monthly with periodic rent adjustments over the lease term, which expires in October 2026. Rent expense is approximately $13 per month. In October 2021, the Company acquired TeraXion and assumed its existing operating lease for an office building and a warehouse in Quebec City, Canada. Rent for the associated office is payable at approximately $38 per month. The lease will expire on May 31, 2028. Rent for the associate warehouse is at approximately $3 per month. This lease will expire on November 30, 2023. The total monthly rent for the remainder locations of the Company around the world is not material. Rent expense is recognized on a straight-lined basis over the lease term and is included in the consolidated statements of operations for the years ended December 31, 2021 and 2020 as follows: Year Ended December 31, 2021 2020 Research and development. $ 966 $ 1,381 Selling, general, and administrative 252 551 Cost of goods sold 24 — Total $ 1,242 $ 1,932 The following table summarizes the future minimum lease payments due under operating leases as of December 31, 2021: 2022 $ 1,869 2023 1,674 2024 1,303 2025 1,177 2026 1,201 Thereafter 1,686 Total $ 8,910 Royalty Agreement The Company has entered into license agreements to use certain technology within its design and manufacture of its products. The agreements require royalty fees for each semiconductor sold using the licensed technology. Total royalty expense incurred in connection with these contracts during the years ended December 31, 2021 and 2020 was $810 and $386, respectively, which is included in cost of goods sold in the consolidated statements of operations. Accrued royalties of $264 and $139 are included in accrued expenses in the Company’s consolidated balance sheets as of December 31, 2021 and 2020, respectively. Tax Distributions To the extent the Company has funds legally available, the board of directors will approve distributions to each member, prior to March 15 of each year, in an amount per unit that, when added to all other distributions made to such member with respect to the previous calendar year, equals the estimated federal and state income tax liabilities applicable to such member as the result of its, his or her ownership of the units and the associated net taxable income allocated with respect to such units for the previous calendar year. There were no distributions approved by the board of directors or paid by the Company with respect to the years ended December 31, 2021 and 2020. |
Geographical Information
Geographical Information | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Geographical Information | Geographical Information Long-lived assets include property and equipment, net, which were based on the physical location of the assets as of the end of each year. December 31, 2021 2020 Canada $ 5,802 $ — United States 2,786 1,718 Israel 1,297 — China 843 272 Rest of world 362 179 Total $ 11,090 $ 2,169 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events For its consolidated financial statements as of December 31, 2021 and the year then ended, management reviewed and evaluated material subsequent events from the consolidated balance sheet date of December 31, 2021 through April 8, 2022, the date the consolidated financial statements were issued. Acquisition of Symeo GmbH On October 21, 2021, indie entered into a definitive agreement with Analog Devices to acquire Symeo GmbH (“Symeo”) for $10 million in cash at closing, $10 million in cash in 2023 and an equity-based earn-out of up to 858,369 shares of indie Class A common stock based on future revenue growth. The Symeo transaction was approved by the German government on January 4, 2022 and closed on the same day. The transaction costs associated with the acquisition for the year ended December 31, 2021 were not material and were expensed as incurred. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of PresentationThe consolidated financial statements are prepared in accordance with U.S. GAAP and the rules and regulations of the SEC. Any reference in these notes to applicable guidance is meant to refer to the authoritative U.S. GAAP as found in ASC and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”). |
Consolidation | The consolidated financial statements include the accounts of Ay Dee Kay, LLC, its wholly-owned subsidiaries Indie Services Corporation, indie LLC and Indie City LLC, all California entities, Ay Dee Kay Limited, a private limited company incorporated under the laws of Scotland, indie GmbH, a private limited liability company incorporated under the laws of Germany, indie Kft, a limited liability company incorporated under the laws of Hungary, TeraXion Inc., a company incorporated under the laws of Canada, indie Semiconductor Israel Ltd., a private limited company incorporated under the laws of Israel, its majority owned subsidiary, Wuxi indie Microelectronics (“Wuxi”), a Chinese entity 50% owned by the Company as of December 31, 2021 and Wuxi’s wholly-owned subsidiaries, indie Semiconductor Japan, indie Semiconductor HK, Ltd and Shanghai Ziying Microelectronics Co., Ltd. All significant intercompany accounts and transactions of the subsidiaries have been eliminated in consolidation. The noncontrolling interest attributable to the Company’s less-than-wholly-owned subsidiary is presented as a separate component from stockholders’ equity (deficit) in the consolidated balance sheets, and a noncontrolling interest in the consolidated statements of operations and consolidated statements of stockholders’ equity (deficit) and noncontrolling interestConsolidationThe consolidated financial statements comprise the financial statements of the Company, its wholly owned subsidiaries, and subsidiaries that it controls due to ownership of a majority voting interest. Subsidiaries are fully consolidated from the date of acquisition, being the date on which the Company obtains control, and continue to be consolidated until the date when such control ceases. All significant intercompany accounts and transactions are eliminated in consolidation. The Company recognizes noncontrolling interest related to its less-than-wholly-owned subsidiary as equity in the consolidated financial statements separate from the parent entity’s equity. The net loss attributable to noncontrolling interest is included in net loss in the consolidated statements of operations and comprehensive loss. The Company accounts for investments in which it has significant influence but not a controlling interest using the equity method of accounting. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the consolidated financial statements and the reported amounts of expenses during the reporting period. Actual results could differ materially from those estimates and assumptions. On an ongoing basis, management evaluates its estimates assumptions, including those related to (i) the collectability of accounts receivable; (ii) write-down for excess and obsolete inventories; (iii) warranty obligations; (iv) the value assigned to and estimated useful lives of long-lived assets; (v) the realization of tax assets and estimates of tax liabilities and tax reserves; (vi) amounts recorded in connection with acquisitions; (vii) recoverability of intangible assets and goodwill; (viii) the recognition and disclosure of fair value of debt instruments, warrants and contingent liabilities; (ix) the computation of share- |
Foreign Currency | Foreign Currency Certain of the Company’s self-sustaining foreign subsidiaries use the local currency as their functional currency. Assets and liabilities for these subsidiaries have been translated into U.S. dollars at the exchange rates prevailing at the end of the period and results of operations at the average exchange rates for the period. Unrealized exchange gains and losses arising from the translation of the financial statements of our non-U.S. functional currency operations are accumulated in the cumulative translation adjustments account in accumulated other comprehensive loss. For those foreign subsidiaries where the U.S. dollar is the functional currency, all foreign currency-denominated accounts are remeasured into U.S. dollars. Unrealized exchange gains and losses arising from remeasurements of foreign currency-denominated assets and liabilities are included within Other (income) expense, net in the consolidated statements of operations and comprehensive loss. Gains and losses arising from international intercompany transactions that are of a long-term investment nature are reported in the same manner as translation gains and losses. Realized exchange gains and losses are included in net income for the periods presented. |
Foreign Exchange Contracts | Forward Exchange Contracts The Company’s forward exchange contracts, which are used to hedge anticipated U.S. dollar denominated sales and purchases as well as euro-denominated purchases, do not qualify for hedge accounting and are recognized at fair value. Any change in the fair value of these contracts is reflected as part of Other income (expense), net in the statement of operations. |
Cash and Cash Equivalents and Restricted Cash | Cash and Cash Equivalents Cash and cash equivalents are defined as short-term, highly liquid investments with original maturities of 90 days or less at the date of purchase. As of December 31, 2021 and 2020, cash and cash equivalents consisted of money market funds and cash deposits that were held by reputable financial institutions in local jurisdictions of the Company’s subsidiaries including the U.S., Asia, Canada, Germany, and Great Britain denominated in U.S. dollars and local currency. Restricted Cash The Company’s restricted cash consists of cash that the Company is contractually obligated to maintain in accordance with the terms of its PacWest Revolving Line of Credit and accumulated credit limit. |
Concentration of Credit Risk | Concentration of Credit Risk The Company deposits its cash with large financial institutions. At times, the Company’s cash balances with individual banking institutions will exceed the limits insured by the FDIC, however, the Company has not experienced any losses on such deposits. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between willing, able and knowledgeable market participants at the measurement date. Fair value measurements are not adjusted for transaction costs. In addition, a three-tiered hierarchy for inputs is used in management’s determination of fair value of financial instruments that emphasizes the use of observable inputs over the use of unobservable inputs by requiring that the observable inputs be used when available. Observable inputs are market participant assumptions based on market data obtained from sources independent of the Company. Unobservable inputs are the reporting entity’s own assumptions about market participants based on the best information available under the circumstances. In assessing the appropriateness of using observable inputs in making its fair value determinations, the Company considers whether the market for a particular security is “active” or not based on all the relevant facts and circumstances. Valuation service providers typically obtain data about market transactions and other key valuation model inputs from multiple sources and, through the use of widely accepted valuation models, provide a single fair value measurement for individual securities for which a fair value has been requested under the terms of service agreements. The inputs used by the valuation service providers include, but are not limited to, market prices from recently completed transactions and transactions of comparable securities, interest rate yield curves, credit spreads, currency rates and other market observable information, as applicable. The valuation models consider, among other things, market observable information as of the measurement date as well as the specific attributes of the security being valued including its term, interest rate, credit rating, industry sector and, when applicable, collateral quality and other issue or issuer specific information. When market transactions or other market observable data is limited, the extent to which judgment is applied in determining fair value is greatly increased. As a basis for considering such assumptions, a three-tier value hierarchy is used in management’s determination of fair value based on the reliability and observability of inputs as follows: Level 1 — Valuations are based on unadjusted quoted prices in active markets that the Company has the ability to access for identical, unrestricted assets and do not involve any meaningful degree of judgment. An active market is defined as a market where transactions for the financial instrument occur with sufficient frequency and volume to provide pricing information on an ongoing basis; Level 2 — Valuations are based on direct and indirect observable inputs other than quoted market prices included in Level 1. Level 2 inputs include quoted prices for similar assets in active markets and inputs other than quoted prices that are observable for the asset, such as the terms of the security and market-based inputs; Level 3 — Valuations are based on techniques that use significant inputs that are unobservable. The valuation of Level 3 assets and liabilities requires the greatest degree of judgment. These measurements may be made under circumstances in which there is little, if any, market activity for the asset or liability. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment. In making the assessment, the Company considers factors specific to the asset. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the fair value measurement is classified is determined based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s fair value measurements in each reporting period include cash equivalents, debt instruments, share-based awards, SAFEs, warrants, contingent considerations and earn-out liabilities. The Company’s financial instruments of accounts receivable, accounts payable and accrued expenses are stated at their carrying value, which approximates fair value due to the short time to the expected receipt or payment date. The Company remeasures its simple agreements for future equity (“SAFEs”), warrants, contingent considerations and earn-out liabilities associated with business combinations using Level 3 fair value measurements. |
Segment Information | Segment Information Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The chief operating decision maker (“CODM”) is the Chief Executive Officer. The Company has multiple business activities and are managed and held accountable for operations, operating results and plans for levels or components below the consolidated unit level by individual segment managers. However, discrete financial information is not reviewed by CODM as the operating results of the Company are reviewed by the CODM only on a consolidated basis. Accordingly, the Company has one operating segment, and therefore, one reportable segment. |
Revenue | Revenue Revenue is primarily derived from the design and sale of semiconductor solutions. Revenue is recognized within the scope of ASC 606, Revenue from Contracts with Customers. The Company recognizes product revenue in the consolidated statement of operations when it satisfies performance obligations under the terms of its contracts and upon transfer of control at a point in time when title transfers either upon shipment to or receipt by the customer as determined by the contractual shipping terms of the contract, net of accruals for estimated sales returns and allowances. Sales and other taxes the Company collects, if any, are excluded from revenue. Product revenue arrangements do not contain significant financing components. The Company generally offers a limited warranty to customers covering a period of twelve months which obligates the Company to repair or replace manufacturing defective products. The warranty is not sold separately and does not represent a separate performance obligation. Therefore, such warranties are accounted for under ASC 460, Guarantees , and the estimated costs of warranty claims are accrued as cost of goods sold in the period the related revenue is recorded. Infrequently, the Company offers an extended limited warranty to customers for certain products. The Company accrues for known warranty and indemnification issues if a loss is probable and can be reasonably estimated. Engineering services contracts with customers contain only one distinct performance obligation, which is design services for integrated circuits (“ICs”) based on agreed upon specifications. Engineering services contracts typically also include the purchase, at the customer’s option, of ICs at agreed upon prices subsequent to completion of ICs design services. The Company has determined that the option to purchase ICs is not a material right and has not allocated transaction price to this provision. For ICs development arrangements, revenue is recognized over time as services are provided based on the terms of the contract on an input basis, using costs incurred as the measure of progress and is recorded as contract revenue in the consolidated statement of operations. The costs incurred represent the most reliable measure of transfer of control to the customer. Revenue is deferred for amounts billed or received prior to delivery of the services. Practical Expedients and Elections ASC 606 requires disclosure of the aggregate amount of transaction price that is allocated to performance obligations that have not yet been satisfied as of the reporting periods presented. The guidance provides certain practical expedients that limit this requirement and, therefore, disclosure of the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which revenue is recognized at the amount to which the Company has the right to invoice for services performed is not provided. The Company has elected not to disclose the aggregate amount of transaction prices associated with unsatisfied or partially unsatisfied performance obligations for contracts where these criteria are met. The Company’s policy is to capitalize any incremental costs incurred to obtain a customer contract, only to the extent that the benefit associated with the costs is expected to be longer than one year. Capitalizable contract costs were not significant as of both December 31, 2021 and 2020, and accordingly, no costs have been capitalized. The Company accounts for shipping and handling activities related to contracts with customers as costs to fulfill the promise to transfer the associated products. When shipping and handling costs are incurred after a customer obtains control of the products, the Company has elected to account for these as costs to fulfill the promise and not as a separate performance obligation. Shipping and handling costs associated with the distribution of products to customers are insignificant, but if incurred, are recorded in cost of goods sold generally when the related product is shipped to the customer. |
Cost of Goods Sold | Cost of Goods Sold Cost of goods sold includes cost of materials and contract manufacturing services, including semiconductor wafers processed by third-party foundries, costs associated with packaging, assembly, testing and shipping products. In addition, cost of goods sold includes the costs of personnel, certain royalties for embedded intellectual property, production tooling used in the manufacturing process, logistics, warranty, and amortization of production mask costs. Cost of goods sold also include amortization of certain intangible assets acquired through business combinations. |
Research and Development Costs | Research and Development Costs Research and development expenses consist of costs incurred in performing product design and development activities including employee compensation and benefits, third-party fees paid to consultants, occupancy costs, pre-production engineering mask costs, engineering samples and prototypes, packaging, test development and product qualification costs. In certain situations, the Company enters into engineering services agreements with certain customers to develop ICs. The costs incurred in satisfying these contracts are recorded as research and development costs. Research and development expenses also include amortization of certain intangible assets acquired through business combinations. All research and development costs are expensed as incurred. |
Selling, General and Administrative Costs | Selling, General, and Administrative Costs Selling, general, and administrative costs include employee compensation and benefits for sales, executive management, finance, accounting, legal, human resources and other administrative personnel. In addition, it includes marketing and advertising, outside legal, tax and accounting services, insurance, and occupancy costs and related overhead costs allocated based on headcount. Selling, general, and administrative costs also include amortization of certain intangible assets acquired through business combinations. Selling, general, and administrative costs are expensed as incurred. |
Accounts Receivable | Accounts ReceivableAccounts receivable consist of amounts due primarily from customers for product sales and engineering services agreements. Accounts receivable are recorded at the invoiced amount and do not bear interest. The Company accounts for potential losses in accounts receivable utilizing the allowance method. The Company closely monitors outstanding accounts receivable and considers its knowledge of customers, historical losses, and current economic conditions in establishing the allowance for doubtful accounts. |
Inventory, Net | Inventory, Net The Company values inventories at the lower of cost or net realizable value on a first-in, first-out basis. Cost is computed using standard cost, which approximates actual cost, on a first-in, first-out basis. Inventories are reduced for write-downs based on periodic reviews for evidence of slow-moving or obsolete parts. The write-down is based on the comparison between inventory on hand and forecasted customer demand for each specific product. Once written down, inventory write-downs are not reversed |
Property and Equipment, Net | Property and Equipment, Net The Company’s property and equipment primarily consist of lab equipment, production tooling and masks, equipment, furniture and fixtures, leasehold improvements, and computer hardware and software. Property and equipment are recorded at cost less accumulated depreciation. Depreciation is calculated using the straight-line method based on the estimated useful lives of between three seven Production masks with discernible future benefits, namely that they will be used to manufacture products to service customer demand, are capitalized and amortized over the estimated useful life of four |
Intangible Assets, Net | Intangible Assets, Net The Company’s intangible assets include intangible assets acquired from business combinations, intellectual property (“IP”) and software licensed from third parties. The majority of the intangible assets have finite lives, except for those related to in-progress research and development (“IPR&D”) and are amortized over a period of two seven |
Impairment of Long-Lived Assets | Impairment of Long-Lived AssetsThe Company reviews its long-lived assets, consisting of property and equipment and intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company regularly reviews its operating performance for indicators of impairment. Factors considered important that could trigger an impairment review include a significant underperformance relative to expected historical or projected future operating results, or a significant change in the manner of the use of the assets. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset (or asset group) to estimated undiscounted future cash flows expected to be generated by the asset (or asset group). If the carrying amount of an asset (or asset group) exceeds its estimated undiscounted future cash flows, an impairment charge is recognized to the extent the fair value is less than the carrying value. |
Business Combinations | Business Combinations The Company accounts for its business acquisitions under the ASC Topic 805, Business Combinations guidance for business combinations. The total cost of acquisitions is allocated to the underlying identifiable net assets based on their respective estimated fair values. Determining the fair value of assets acquired and liabilities assumed requires management’s judgment and often involves the use of significant estimates and assumptions, including assumptions with respect to future cash inflows and outflows, discount rates, asset lives and market multiples, among other items. |
Goodwill | Goodwill Goodwill represents the excess of the fair value of purchase consideration of an acquired business over the fair value of the identifiable net assets acquired. Goodwill is not amortized but is tested for impairment at a reporting unit level on an annual basis on October 1, or more frequently if circumstances change or an event occurs that would more likely than not reduce the fair value of a reporting unit below its carrying amount. Significant judgment may be required when goodwill is assessed for impairment. Qualitative factors may be assessed to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount. If the assessment of all relevant qualitative factors indicates that it is more likely than not that the fair value of a reporting unit is greater than its carrying amount, a quantitative goodwill impairment test is not necessary. If the assessment of all relevant qualitative factors indicates that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company will perform a quantitative goodwill impairment test. The quantitative impairment test for goodwill consists of a |
Warrant Liability | Warrant Liability The Company accounts for the public and private placement warrants issued in connection with the Transaction in accordance with ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity (“ASC 815”), under which the warrants do not meet the criteria for equity classification and must be recorded as liabilities. As the warrants meet the definition of a derivative as contemplated in ASC 815, the warrants are measured at fair value at inception and at each reporting date in accordance with ASC 820, Fair Value Measurement , with changes in fair value recognized as a component of Other income (expense), net |
Earn Out Liability | Earn-out Liability The earn-out shares have been categorized into two components: (i) those associated with stockholders with vested equity at the closing of the Transaction that will be earned upon achievement of the earn-out milestones (the “Vested Shares”) and (ii) those associated with stockholders with unvested equity at the closing of the Transaction that will be earned over the remaining service period with the Company on their unvested equity shares and upon achievement of the earn-out milestones (the “Unvested Shares”). The Vested Shares are classified as liabilities in the consolidated balance sheet and the Unvested Shares are equity-classified share-based compensation to be recognized over time. The earn-out liability was initially measured at fair value at the closing of the Transaction and subsequently remeasured at the end of each reporting period. The change in fair value of the earn-out liability is recorded as part of Other income (expense), net in the consolidated statement of operations. Upon the achievement of the first earn-out milestones, the liability classified portion was remeasured to its fair value and reclassified to equity. The final change in fair value of the earn-out liability is recorded as part of Other income (expense), net in the consolidated statement of operations. |
Share-Based Compensation | Share-Based Compensation The Company recognizes compensation expense for all share-based payment awards made to employees and directors. The fair value of share-based payment awards is amortized over the requisite service period, which is defined as the period during which an employee is required to provide service in exchange for an award. The Company generally uses a straight-line attribution method for all grants that include only a service condition. Awards with both performance and service conditions are expensed over the service period for each separately vesting tranche. Share-based compensation expense recognized during the period includes actual expense on vested awards and expense associated with unvested awards. Forfeitures are recorded as incurred. The determination of fair value of restricted and certain performance stock awards and units is based on the value of the Company’s stock on the date of grant with performance awards and units adjusted for the actual outcome of the underlying performance condition. |
Income Taxes | Income Taxes As a result of the Transaction, indie Semiconductor, Inc. became the holding company for ADK LLC. ADK LLC is treated as a partnership for U.S. federal and most applicable state and local income tax purposes. As a partnership, ADK LLC is not subject to U.S. federal and certain state and local income taxes. Any taxable income or loss generated by ADK LLC is passed through to and included in the taxable income or loss of its members, including indie, based on its economic interest held in the partnership. indie is taxed as a corporation and is subject to U.S. federal, state and local income taxes with respect to its allocable share of any taxable income or loss of ADK LLC, as well as any stand-alone income or loss generated by indie. Income taxes are recognized based upon our underlying annual blended federal, state and foreign income tax rates for the year. As the sole managing member of ADK LLC, indie Semiconductor, Inc. consolidates the financial results of ADK LLC and its subsidiaries. ADK LLC is treated as a partnership and therefore not subject to U.S. federal and most applicable state and local income tax. Any taxable income or loss generated by ADK LLC and its subsidiaries is passed through to and included in the taxable income or loss of its members, including indie Semiconductor, Inc., based on its economic interest held in ADK LLC. Further, indie Semiconductor Inc. is taxed as a corporation and is subject to U.S. federal, state and local income taxes with respect to its allocable share of any taxable income or loss of ADK LLC, as well as any stand-alone income or loss generated by indie. As of December 31, 2021, the Company's income tax benefit is attributable to its Non-US operations. The Company accounts for income taxes under the asset and liability method pursuant to ASC 740 for its corporate subsidiaries. Under this method, the Company recognizes deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is recorded for deferred tax assets if it is more likely than not that some portion or all of the deferred tax assets will not be realized based on all available positive and negative evidence. As of December 31, 2021 and 2020, the Company continues to maintain a full valuation allowance against its deferred tax assets. The Company recognizes liabilities for uncertain tax positions based on a two-step process regarding recognition and measurement. The Company recognizes a tax benefit only if it is more likely than not the tax position will be sustained on examination by the local taxing authorities based on the technical merits of the position. Then the Company measures the tax benefits recognized in the financial statements from such positions based on the largest benefit greater than 50% likelihood of being realized upon ultimate settlement with the related tax authority. The changes in recognition or measurement are reflected in the period in which the change in judgment occurs based on new information not previously available. As of December 31, 2021 and 2020, the Company has not identified any uncertain tax positions. |
Net Loss Per Share Attributable to Common Stockholders | Net Loss Per Share Attributable to Common StockholdersThe Company’s basic net loss per share attributable to common stockholders is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding for the period. The computation of net loss attributable to common stockholders is computed by deducting net earnings or loss attributable to non-controlling interests from the consolidated net earnings or loss. The diluted net loss per share attributable to common stockholders is computed by giving effect to all potential dilutive common stock equivalents outstanding for the period. The dilutive effect of these potential common shares is reflected in diluted earnings per share by application of the treasury stock method. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Recently Issued Accounting Pronouncements Not Yet Adopted In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) (“ASU 2016-02”), whereby lessees will be required to recognize for all leases at the commencement date a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. Under the new guidance, lessor accounting is largely unchanged. A modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the consolidated financial statements must be applied. The modified retrospective approach would not require any transition accounting for leases that expired before the earliest comparative period presented. The FASB issued ASU 2019-10- Financial Instruments-Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates in November 2019 and ASU 2020-05- Revenue from Contracts with Customers (Topic 606) and Leases (Topic 842): Effective Dates for Certain Entities in June 2020. The ASUs change some effective dates for ASU 2016-02 on leasing. After applying ASU 2019-10 and 2020-05, ASU 2016-02 is effective for annual periods beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2021. Management developed a cross-functional team to evaluate and implement the new lease guidance and has substantially completed the implementation of a third-party software solution to facilitate compliance with the accounting and reporting requirements. The team continues to review existing lease arrangements, and has collected and loaded a significant portion of the lease portfolio into the software. Additionally, management continues to enhance its accounting systems and update business processes and controls related to the new guidance for leases. Collectively, these activities are expected to enable the Company to meet the new accounting and disclosure requirements upon adoption in the first quarter of fiscal 2022. The Company has elected to apply the transition requirements on January 1, 2022 rather than at the beginning of the earliest comparative period presented. This approach allows for a cumulative effect adjustment in the period of adoption, and prior periods will not be restated. In addition, the Company has elected the package of practical expedients permitted under the transition guidance, which does not require reassessment of prior conclusions related to contracts containing a lease, lease classification and initial direct lease costs. As an accounting policy election, the Company will exclude short-term leases (term of 12 months or less) from the balance sheet presentation and will account for non-lease and lease components in a contract as a single lease component for certain asset classes. The Company is finalizing its evaluation and it estimates the impact on its consolidated balance sheet from the recognition of right-of-use asset and lease liability will be significant. However, the impact to its consolidated statements of operations, comprehensive income and cash flows will not be material. In June 2016, the FASB amended guidance related to impairment of financial instruments as part of ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , which replaces the incurred loss impairment methodology with an expected credit loss model for which a company recognizes an allowance based on the estimate of expected credit loss. This ASU requires entities to measure the impairment of certain financial instruments, including accounts receivable, based on expected losses rather than incurred losses. This ASU is effective for fiscal years beginning after December 15, 2022, with early adoption permitted, and will be effective for the Company beginning in 2023. The Company is currently evaluating the impact of the new standard on the Company’s consolidated financial statements and related disclosures. In December 2019, the FASB issued ASU 2019-12 , Income Taxes (Topic 740) - Simplifying the Accounting for Income Taxes , which simplifies the accounting for income taxes by removing certain exceptions to the general principles of ASC 740 , Income Taxes . The amendments also improve consistent application of and simplify U.S. GAAP for other areas of ASC 740 by clarifying and amending existing guidance. ASU 2019-12 is effective for fiscal years beginning after December 15, 2020 (and December 15, 2021 for nonpublic companies) and early adoption is permitted. Depending on the amendment, adoption may be applied on a retrospective, modified retrospective, or prospective basis. The Company does not expect the impact to its consolidated financial statements to be material . Recently Adopted Accounting Pronouncements In January 2017, the FASB issued Accounting Standards Update 2017-04, Simplifying the Test for Goodwill Impairment . The new guidance eliminates Step 2 from the goodwill impairment test and instead requires that an entity measure the impairment of goodwill assigned to a reporting unit if the carrying value of assets and liabilities assigned to the reporting unit including goodwill exceed the reporting unit's fair value. The new guidance must be adopted for annual and interim goodwill tests in fiscal years beginning after December 15, 2022. The Company early adopted this update for the year ended December 31, 2021 and the impacts to its consolidated financial statements were not material. In August 2020, the FASB issued ASU No. 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (ASU 2020-06) , which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts in an entity’s own equity. Additionally, ASU 2020-06 requires the application of the if-converted method to calculate the impact of convertible instruments on diluted earnings per share (EPS). ASU 2020-06 is effective for fiscal years beginning after December 15, 2021, with early adoption permitted for fiscal years beginning after December 15, 2020. ASU No. 2020-06 can be adopted on either a fully retrospective or modified retrospective basis. The Company early adopted this update on January 1, 2022 using the modified retrospective method of transition and the impact to its consolidated financial statements was not material. In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers . ASU 2021-08 requires the company acquiring contract assets and contract liabilities obtained in a business combination to recognize and measure them in accordance with ASC 606, Revenue from Contracts with Customers . At the acquisition date, the company acquiring the business should record related revenue, as if it had originated the contract. Before the update such amounts were recognized by the acquiring company at fair value. The amendments in this update are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted, including in interim periods, for any financial statements that have not yet been issued. The Company early adopted this update for the year ended December 31, 2021 and the impacts to its consolidated financial statements were not material. |
Nature of the Business and Ba_2
Nature of the Business and Basis of Presentation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Reverse Capitalization | The table below summarizes the shares of Class A and Class V common stock issued immediately after the closing of the Transaction as well as the impact of the Transaction on the consolidated statement of stockholders’ equity as of June 10, 2021: Class A Common Stock Class V Common Stock Additional Paid in Capital Shares Amount Shares Amount Redemption of Class H units (125,101) $ — — $ — $ (900) Embry notes conversion 8,023,072 1 — — 4,118 Warrants net settlement conversion 278,533 — — — — SAFEs conversion 7,466,891 1 454,077 — 86,099 PIPE and SPAC financing 44,797,894 4 — — 377,654 Earn-out liability — — — — (119,759) Transaction expenses — — — — (21,575) Warrants liability — — — — (74,408) Reverse recapitalization on June 10, 2021 60,441,289 $ 6 454,077 $ — $ 251,229 |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Business Acquisitions, by Acquisition | The following presents the final allocation of the purchase consideration to the assets acquired and liabilities assumed for City Semi and preliminary allocation of the purchase consideration to the assets acquired and liabilities assumed for TeraXion and OnDesign on December 31, 2021: City Semi TeraXion OnDesign Israel Purchase price - cash consideration $ 138 $ 74,050 $ 6,107 Add: debt paid at closing — 6,857 — Less: cash acquired — (5,625) (1,133) Net cash paid 138 75,282 4,974 Total equity consideration 711 82,441 — Purchase price - accrued cash consideration — — 7,500 Contingent consideration 1,180 — 4,000 Net consideration $ 2,029 $ 157,723 $ 16,474 Fair value of net assets and liabilities assumed: Current assets other than cash — 7,627 119 Property and equipment — 6,009 1,315 Intangible assets - Software license 139 — — Developed technology 369 43,594 5,077 In-progress research & development — 10,304 1,562 Customer relationships — 12,682 — Backlog — 2,378 — Trade name — 6,125 — Other non-current assets — — 66 Current liabilities (177) (5,840) (754) Deferred revenue (41) (1,025) — Deferred tax liabilities, non-current — (20,272) (1,578) Other non-current liabilities — — — Long-term debt — (7,580) — Total fair value of net assets acquired 290 54,002 5,807 Goodwill $ 1,739 $ 103,721 $ 10,667 |
Pro Forma Financial Information | The unaudited pro forma financial information shown below summarizes the combined results of operations for the Company and City Semi as if the closing of the acquisition had occurred on January 1, 2020. Year ended December 31, 2020 Combined revenue $ 23,388 Combined net loss before income taxes (96,121) The unaudited pro forma financial information shown below summarizes the combined results of operations for the Company and TeraXion as if the closing of the acquisition had occurred on January 1, 2021: Year ended December 31, 2021 December 31, 2020 Combined revenue $ 66,788 $ 43,783 Combined net loss before income taxes (126,350) (104,768) |
Inventory, Net (Tables)
Inventory, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Components of Net Inventories | Inventory, net consists of the following: December 31, 2021 2020 Raw materials $ 2,380 $ — Work-in-process 6,301 4,277 Finished goods 2,151 882 Inventory, gross 10,832 5,159 Less: Inventory reserves 1,752 2,259 Inventory, net $ 9,080 $ 2,900 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property and equipment, net consists of the following: December 31, Useful life 2021 2020 (in years) Production tooling 4 $ 10,158 $ 3,925 Lab equipment 4 4,489 1,757 Office equipment 3 - 7 1,893 1,077 Leasehold improvements * 395 129 Construction in progress 256 — Property and equipment, gross 17,191 6,888 Less: Accumulated depreciation 6,101 4,719 Property and equipment, net $ 11,090 $ 2,169 * Leasehold improvements are amortized over the shorter of the remaining lease term or estimated useful life of the leasehold improvement. |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets, Net | Intangible assets, net consist of the following: December 31, 2021 December 31, 2020 Weighted Gross Accumulated Net Weighted Gross Accumulated Net Developed technology 6.7 $ 49,040 $ (1,374) $ 47,666 6.4 $ 369 $ (35) $ 334 Software licenses 2.5 23,297 (6,286) 17,011 0.6 4,391 (3,759) 632 Customer relationships 6.7 12,682 (365) 12,317 — — — Intellectual property licenses 1.5 1,736 (1,687) 49 1.7 1,736 (1,614) 122 Trade names 6.7 6,125 (182) 5,943 — — — Backlog 1.8 2,378 (239) 2,139 — — — Effect of exchange rate on gross carrying amount (631) — (631) — — — Intangible assets with finite lives 94,627 (10,133) 84,494 6,496 (5,408) 1,088 IPR&D 11,866 — 11,866 — — — Effect of exchange rate on gross carrying amount (75) — (75) — — — Total intangible assets with indefinite lives 11,791 — 11,791 — — — Total intangible assets $ 106,418 $ (10,133) $ 96,285 $ 6,496 $ (5,408) $ 1,088 |
Schedule of Indefinite-Lived Intangible Assets, Net | Intangible assets, net consist of the following: December 31, 2021 December 31, 2020 Weighted Gross Accumulated Net Weighted Gross Accumulated Net Developed technology 6.7 $ 49,040 $ (1,374) $ 47,666 6.4 $ 369 $ (35) $ 334 Software licenses 2.5 23,297 (6,286) 17,011 0.6 4,391 (3,759) 632 Customer relationships 6.7 12,682 (365) 12,317 — — — Intellectual property licenses 1.5 1,736 (1,687) 49 1.7 1,736 (1,614) 122 Trade names 6.7 6,125 (182) 5,943 — — — Backlog 1.8 2,378 (239) 2,139 — — — Effect of exchange rate on gross carrying amount (631) — (631) — — — Intangible assets with finite lives 94,627 (10,133) 84,494 6,496 (5,408) 1,088 IPR&D 11,866 — 11,866 — — — Effect of exchange rate on gross carrying amount (75) — (75) — — — Total intangible assets with indefinite lives 11,791 — 11,791 — — — Total intangible assets $ 106,418 $ (10,133) $ 96,285 $ 6,496 $ (5,408) $ 1,088 |
Schedule of Future Amortization Expense | Based on the amount of definite-lived intangible assets subject to amortization as of December 31, 2021, amortization expense for each of the next five fiscal years is expected to be as follows: 2022 $ 17,538 2023 17,729 2024 13,021 2025 9,607 2026 9,607 Thereafter 16,992 Total $ 84,494 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The following table sets forth the carrying amount and activity of goodwill as of December 31, 2021: Amount Balance as of December 31, 2020 $ 1,739 Acquisitions (Note 3) 114,388 Effect of exchange rate on goodwill (921) Balance as of December 31, 2021 $ 115,206 |
Warranties (Tables)
Warranties (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Guarantees and Product Warranties [Abstract] | |
Schedule of Product Warranty Liability | The following table identifies the changes in the Company’s aggregate product warranty liabilities for the years ended December 31, 2021 and 2020: December 31, 2021 2020 Balance at the beginning of period $ 201 $ 192 Assumed warranty liability from acquisition 226 — Accruals for warranties issued 151 86 Warranty obligations satisfied during the period (25) (77) Balance at the end of period $ 553 $ 201 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Components of Debt | The following table sets forth the components of debt as of December 31, 2021 and 2020: December 31, 2021 2020 Principal Unamortized Carrying Principal Unamortized Carrying Trinity term loan, due 2022 $ — $ — $ — $ 12,000 $ (665) $ 11,335 Short term loans, due 2022 810 — 810 459 — 459 PPP loan, due 2022 — — — 1,868 — 1,868 Tropez convertible loan, due 2021 — — — 2,000 — 2,000 CIBC loan, due 2026 7,102 (19) 7,083 — — — Total term loans 7,912 (19) 7,893 16,327 (665) 15,662 Revolving line of credit — — — 1,675 — 1,675 Embry convertible debt, due 2021 — — — 3,607 (111) 3,496 Total debt $ 7,912 $ (19) $ 7,893 $ 21,609 $ (776) $ 20,833 The outstanding debt as of December 31, 2021 and 2020 is classified in the consolidated balance sheets as follows: December 31, 2021 2020 Current liabilities – Current debt obligations $ 2,275 $ 8,488 Noncurrent liabilities – Long-term debt net of current maturities 5,618 12,345 $ 7,893 $ 20,833 |
Schedule of Components of Interest Expense | The table below sets forth the components of interest expense for the years ended December 31, 2021 and 2020: December 31, 2021 2020 Interest expense on Trinity term loan: Contractual interest $ 719 $ 1,523 Amortization of discount and issuance cost 138 110 857 1,633 Interest expense on other debt obligations: Contractual interest 322 421 Amortization discount and issuance cost 60 139 382 560 Total interest expense $ 1,239 $ 2,193 |
Schedule of Maturities of Long-term Debt | The future maturities of the debt obligations are as follows: 2022 $ 2,275 2023 1,469 2024 1,469 2025 1,469 Thereafter 1,230 Total $ 7,912 |
Warrant Liability (Tables)
Warrant Liability (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Summary of Warrants | The following table is a summary of the number of shares of the Company’s Class A common stock issuable upon exercise of warrants outstanding at June 10, 2021 (there were no warrants outstanding at December 31, 2020): Number of Shares Exercise Redemption Price Expiration Date Classification Initial Fair Value Public Warrants 17,250,000 $ 11.50 $ 18.00 June 10, 2026 Liability $ 42,435 Private Warrants 10,150,000 $ 11.50 N/A June 10, 2026 Liability $ 31,973 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Hierarchy for Financial Assets and Liabilities | The following table presents the Company’s fair value hierarchy for financial assets and liabilities: Fair Value Measurements as of December 31, 2021 Level 1 Level 2 Level 3 Total Liabilities: Warrant Liability $ — $ — $ 100,467 $ 100,467 ONDesign Israel Contingent Consideration - Tapeout $ — $ — $ 1,817 $ 1,817 ONDesign Israel Contingent Consideration - Design Win $ — $ — $ 2,222 $ 2,222 City Semi Contingent Consideration - Second Tranche $ — $ — $ 980 $ 980 Fair Value Measurements as of December 31, 2020 Level 1 Level 2 Level 3 Total Liabilities: SAFEs $ — $ — $ 102,700 $ 102,700 City Semi Contingent Consideration - First Tranche $ — $ — $ 500 $ 500 City Semi Contingent Consideration - Second Tranche $ — $ — $ 900 $ 900 |
Unobservable Input Reconciliation | The following table presents the significant unobservable inputs assumed for each of the fair value measurements: As of December 31, 2021 As of December 31, 2020 Input Input Liabilities: SAFEs Discount rate N/A 75 % Constant volatility factor N/A 40 % Geometric Brownian Motion N/A 0.98 Warrants Expected volatility 36.0 % N/A City Semi Contingent Consideration - First Tranche Discount rate N/A 10.3 % City Semi Contingent Consideration - Second Tranche Discount rate 10.8 % 10.3 % ONDesign Israel Contingent consideration - Tapeout Discount rate 4.37% N/A ONDesign Israel Contingent consideration - Design Win Discount rate 4.37% N/A Contingent earn-outs - second milestone Constant volatility factor 40 % N/A |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Schedule of Stockholders' Equity | In connection with the closing of the Transaction on June 10, 2021, all of the historical members’ equity in ADK LLC that was issued and outstanding at the Closing were converted to either Class A or Class V common stock of the Company per its rights and privileges as follows: As of June 10, 2021 Member Units Outstanding Class A Common Stock Class V Common Stock Class A 1,381,424 12,612,470 25,791,473 Class B 293,221 9,564,150 — Class C 400,000 11,520,101 — Class D 236,521 1,568,565 5,806,776 Class E 112,916 1,309,971 2,229,122 Class F 492,110 16,380,782 — Class G 10,019 278,533 — Total 2,926,211 53,234,572 33,827,371 The table and information set forth below reflects information about the historical ADK LLC members’ equity immediately prior to the closing as of June 10, 2021 and as of December 31, 2020: As of June 10, 2021 As of December 31, 2020 Authorized Issued Outstanding Authorized Issued Outstanding Class A 3,136,518 1,381,424 1,381,424 3,136,518 911,500 911,500 Class B 513,846 367,395 293,221 513,846 367,927 229,732 Class C 400,000 400,000 400,000 400,000 300,000 300,000 Class D 236,521 236,521 236,521 236,521 236,521 236,521 Class E 112,916 112,916 112,916 112,916 112,916 112,916 Class F 492,110 492,110 492,110 492,110 492,110 492,110 Class G 11,482 10,019 10,019 11,482 — — Class H 5,000 4,500 4,500 5,000 4,500 4,500 Total 4,908,393 3,004,885 2,930,711 4,908,393 2,425,474 2,287,279 |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following tables present revenue disaggregated by geography of the customer’s shipping location for the years ended December 31, 2021 and 2020: Year Ended December 31, 2021 2020 United States $ 11,313 $ 4,281 Greater China 25,973 14,297 Latin America 5,192 1,530 Rest of Asia Pacific 1,006 1,478 Europe 4,928 1,024 Total $ 48,412 $ 22,610 |
Schedule of Contract Liabilities | The following table presents the liabilities associated with the engineering services contracts as of December 31, 2021 and 2020: December 31, 2021 2020 Deferred revenue $ 1,840 $ 1,665 |
Schedules of Customers Accounting for More Than 10% of Total Revenue | As identified below, some of our customers accounted for more than 10% of the Company’s total revenue for the years ended December 31, 2021 and 2020: December 31, 2021 2020 Customer A 39.0 % 57.0 % Customer B 4.6 % 12.9 % |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Weighted Average Assumptions | The following table presents the weighted average assumptions used in the valuations for the Class B units on December 31, 2020: December 31, 2020 Risk-free rate 1.5 % Volatility factor 54.0 % Geometric Brownian Motion 0.853 |
Schedule of the Components of Share-Based Compensation Expense | The following table sets forth the share-based compensation for the periods presented: December 31, 2021 2020 Research and development $ 9,721 $ — Selling, general, and administrative 13,184 — Total $ 22,905 $ — |
Schedule of Profit Interest Activity | The following table sets forth the changes in the Company’s outstanding aforementioned equity awards for the years ended December 31, 2021 and 2020: Number of Shares Weighted Shares Retained to Cover Statutory Minimum Withholding Taxes Nonvested shares as of December 31, 2019 1,709,478 $ 0.09 Granted 3,358,240 $ 3.28 Vested (882,872) $ 0.55 — Forfeited (343,024) $ 0.09 Nonvested shares as of December 31, 2020 3,841,822 $ 2.61 Granted 6,237,471 $ 9.00 Vested (3,070,760) $ 4.17 153,636 Forfeited (337,026) $ 4.04 Nonvested shares as of December 31, 2021 6,671,507 $ 7.79 |
Schedule of Changes in Outstanding Options | The following table sets forth the changes in the Company’s outstanding options for the year ended December 31, 2021: Options Weighted-average exercise price Weighted-average remaining contractual term (years) Aggregate intrinsic value Outstanding at December 31, 2020 — $ — Assumed from acquisition 1,542,332 $ 0.23 Exercised (92,251) $ 0.71 Forfeited or expired — $ — Outstanding at December 31, 2021 1,450,081 $ 0.20 5.93 $ 17,095 Exercisable at December 31, 2021 1,450,081 $ 0.20 5.93 $ 17,095 Vested or expected to vest 1,450,081 $ 0.20 5.93 $ 17,095 |
Net Loss per Common Share (Tabl
Net Loss per Common Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Net Loss Per Common Unit | Basic and diluted net loss per common share was calculated as follows: Year Ended December 31, 2021 2020 Numerator: Net loss $ (118,607) $ (98,364) Less: Net loss attributable to noncontrolling interest (30,563) (866) Net loss attributable to indie Semiconductor, Inc. $ (88,044) $ (97,498) Net loss attributable to common shares - dilutive $ (88,044) $ (97,498) Denominator: Weighted average shares outstanding - basic 70,012,112 31,244,414 Weighted average common shares outstanding—diluted 70,012,112 31,244,414 Net loss per share attributable to common shares— basic $ (1.26) $ (3.12) Net loss per share attributable to common shares— diluted $ (1.26) $ (3.12) |
Schedule of Antidilutive Units Excluded from Computation of Net Loss Per Unit | The Company excluded the following potential shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share attributable to stockholders for the periods indicated because including them would have had an antidilutive effect: Year Ended December 31, 2021 2020 SAFEs — 4,711,711 Unvested Class B units 1,612,797 3,841,856 Unvested Phantom units 1,188,862 — Unvested Restricted stock units 3,869,848 — Convertible preferred units — 35,935,292 Warrants to purchase Class G units — 267,939 Convertible debt into Class A and preferred units — 285,000 Convertible Class V common shares 30,448,081 — Public warrants for the purchase of Class A common shares 17,250,000 — Private warrants for the purchase of Class A common shares 10,150,000 — Earn-out Shares 10,000,000 — Escrow Shares 1,725,000 — 76,244,588 45,041,798 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax, Domestic and Foreign | The components of loss before income taxes for the years ended December 31, 2021 and 2020 are as follows: Year Ended December 31, 2021 2020 United States $ (117,761) $ (96,544) Foreign (1,173) (1,791) Total $ (118,934) $ (98,335) |
Schedule of Components of Income Tax Expense (Benefit) | The components of the provision for income taxes for the years ended December 31, 2021 and 2020 are as follows: Year Ended December 31, 2021 2020 Current expense: Federal $ — $ — State 8 — Foreign 181 18 Total current expense: $ 189 $ 18 Deferred expense: Federal $ — $ — State — — Foreign (516) 11 Total deferred expense: $ (516) $ 11 Total income tax expense $ (327) $ 29 |
Schedule of Deferred Tax Assets and Liabilities | The components of deferred tax assets / (liabilities) as of December 31, 2021 and 2020 are as follows: December 31, 2021 2020 Reserves and accruals $ 310 $ 114 Investment in Ay Dee Kay, LLC 41,788 — Net operating loss (“NOL”) carryforwards 11,493 1,071 Total Deferred Tax Assets before Valuation Allowance 53,591 1,185 Valuation Allowance (53,430) (1,040) Deferred Tax Assets – net of Valuation Allowance 161 145 Fixed Assets $ (56) $ (33) Intangibles (21,269) (145) Total Deferred Tax Liabilities (21,325) (178) Net Deferred Tax Liabilities $ (21,164) $ (33) |
Summary of Valuation Allowance | Changes in the valuation allowance for deferred tax assets during the years ended December 31, 2021 and 2020, are as follows: 2021 2020 Valuation Allowance as on January 1 st $ 1,040 $ 617 Increases recorded to tax provision 52,390 423 Decreases recorded as a benefit to income tax provision — — Valuation Allowance as on December 31 st $ 53,430 $ 1,040 |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of the federal statutory income tax rate to the effective tax rate for the years ended December 31, 2021 and 2020 are as follows: December 31, 2021 2020 Income tax provision at U.S. statutory federal rate $ (25,509) $ (20,650) State income tax provision, net of federal income tax effect (5,891) — Foreign taxes provision 22 (72) Noncontrolling interest 6,764 — Valuation allowance reductions (increases) 24,150 470 Research and other tax credits (270) (37) Tax benefits on vested and exercised equity awards 404 — Partnership/non-taxable income — 20,512 Other 3 (194) Provision for income taxes $ (327) $ 29 |
Supplemental Financial Inform_2
Supplemental Financial Information (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | Accrued expenses and other current liabilities consist of the following: December 31, 2021 2020 Accrued payroll and employee benefits $ 4,021 $ 107 Accrued purchase consideration from business combinations 7,500 500 City Semi deferred compensation 833 — Accrued interest — 785 Other (1) 6,289 1,130 Accrued expenses and other current liabilities $ 18,643 $ 2,522 (1) Amount represents accruals for various operating expenses such as professional fees, open purchase orders, royalties and other estimates that are expected to be paid within the next 12 months. |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Rent Expense | Rent expense is recognized on a straight-lined basis over the lease term and is included in the consolidated statements of operations for the years ended December 31, 2021 and 2020 as follows: Year Ended December 31, 2021 2020 Research and development. $ 966 $ 1,381 Selling, general, and administrative 252 551 Cost of goods sold 24 — Total $ 1,242 $ 1,932 |
Schedule of Future Minimum Lease Payments | The following table summarizes the future minimum lease payments due under operating leases as of December 31, 2021: 2022 $ 1,869 2023 1,674 2024 1,303 2025 1,177 2026 1,201 Thereafter 1,686 Total $ 8,910 |
Geographical Information (Table
Geographical Information (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Long-lived Assets by Geographic Areas | Long-lived assets include property and equipment, net, which were based on the physical location of the assets as of the end of each year. December 31, 2021 2020 Canada $ 5,802 $ — United States 2,786 1,718 Israel 1,297 — China 843 272 Rest of world 362 179 Total $ 11,090 $ 2,169 |
Nature of the Business and Ba_3
Nature of the Business and Basis of Presentation - Narrative (Details) | Jan. 04, 2022USD ($)shares | Oct. 01, 2021USD ($) | Aug. 27, 2021USD ($) | Jun. 10, 2021USD ($)$ / sharesshares | Jun. 09, 2021$ / sharesshares | Feb. 09, 2007shares | Jun. 30, 2021USD ($) | Dec. 31, 2023USD ($) | Dec. 31, 2022USD ($) | Dec. 31, 2021USD ($)member$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019shares |
Schedule of Equity Method Investments [Line Items] | ||||||||||||
Business combinations, net of cash | $ | $ 80,256,000 | $ 0 | ||||||||||
Warrants outstanding (in shares) | 0 | |||||||||||
Total proceeds | $ | $ 150,000,000 | |||||||||||
Outstanding (in shares) | 2,930,711 | 0 | 0 | 0 | ||||||||
Recapitalization exchange ratio | 27.80 | |||||||||||
Price per share of stock sold (in dollars per share) | $ / shares | $ 10 | |||||||||||
Merger consideration | $ | $ 894,628,000 | |||||||||||
Enterprise value | $ | 900,000,000 | |||||||||||
Liabilities incurred | $ | 5,372,000 | |||||||||||
Number of Board of Directors members (in members) | member | 9 | |||||||||||
Number of designated Board of Directors members (in members) | member | 7 | |||||||||||
Proceeds from reverse recapitalization | $ | 399,511,000 | |||||||||||
Proceeds from issuance of private placement | $ | 150,000,000 | |||||||||||
Transaction cost payments | $ | 43,463,000 | |||||||||||
Repayments of assumed debt | $ | $ 15,607,000 | |||||||||||
Transaction costs paid | $ | $ 29,770,000 | |||||||||||
Transaction costs paid by counterparty | $ | $ 21,848,000 | |||||||||||
OnDesign Israel | ||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||
Business combinations, net of cash | $ | $ 4,974,000 | |||||||||||
Cash paid to acquire business | $ | 6,107,000 | |||||||||||
Contingent consideration | $ | $ 7,500,000 | |||||||||||
OnDesign Israel | Forecast | ||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||
Cash paid to acquire business | $ | $ 7,500,000 | |||||||||||
TeraXion | ||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||
Business combinations, net of cash | $ | $ 75,282,000 | |||||||||||
Cash paid to acquire business | $ | $ 74,050,000 | |||||||||||
Symeo GmbH | Subsequent Event | ||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||
Cash paid to acquire business | $ | $ 10,000,000 | |||||||||||
Equity interest issued or issuable (in shares) | 858,369 | |||||||||||
Symeo GmbH | Forecast | Subsequent Event | ||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||
Cash paid to acquire business | $ | $ 10,000,000 | |||||||||||
Private Placement Warrants | Thunder Bridge Acquisition II, Ltd | ||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||
Warrants outstanding (in shares) | 8,650,000 | |||||||||||
Working Capital Warrants | ||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||
Warrants issued upon conversion (in shares) | 1,500,000 | |||||||||||
Escrow Shares | ||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||
Earn-out liability (in shares) | 3,450,000 | |||||||||||
Earnout shares | ||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||
Earn-out liability (in shares) | 10,000,000 | |||||||||||
Class G | ||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||
SAFEs converted into Class A units (in shares) | 10,019 | |||||||||||
Outstanding (in shares) | 10,019 | |||||||||||
Common Unit, Class C, D, E and F | ||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||
Outstanding (in shares) | 1,251,566 | |||||||||||
Class A | ||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||
Number of shares issued in transaction (in shares) | 911,500 | |||||||||||
Outstanding (in shares) | 1,381,424 | |||||||||||
Class A | Conversion of Class A units | ||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||
Conversion of stock, shares converted (in shares) | 77,497,793 | |||||||||||
Class B | ||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||
Outstanding (in shares) | 293,221 | |||||||||||
Class B | Conversion of Class B units | ||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||
Conversion of stock, shares converted (in shares) | 9,564,150 | |||||||||||
Thunder Bridge Acquisition II, Ltd | ||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||
Redemption of shares (in shares) | 9,877,106 | |||||||||||
Class A | ||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||
SAFEs converted into Class A units (in shares) | 284,925 | |||||||||||
Conversion of stock, shares issued (in shares) | 8,625,000 | |||||||||||
Number of shares issued in transaction (in shares) | 15,000,000 | |||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.1000 | $ 0.1000 | |||||||||
Class A | Conversion of Class A units | ||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||
Conversion of stock, shares issued (in shares) | 43,670,422 | |||||||||||
Class A | Conversion of Class B units | ||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||
Conversion of stock, shares issued (in shares) | 9,564,150 | |||||||||||
Class A | Class B | ||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||
Shares subject to vesting (in shares) | 1,791,147 | |||||||||||
Class A | First convertible subordinated note | Convertible debt | ||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||
SAFEs converted into Class A units (in shares) | 185,000 | |||||||||||
Class A | Thunder Bridge Acquisition II, Ltd | ||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||
SAFEs converted into Class A units (in shares) | 24,622,894 | |||||||||||
Warrants outstanding (in shares) | 17,250,000 | |||||||||||
Class C | Second convertible subordinated note | Convertible debt | ||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||
SAFEs converted into Class A units (in shares) | 100,000 | |||||||||||
Class V | ||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.1000 | $ 0.1000 | ||||||||||
Class V | Conversion of Class A units | ||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||
Conversion of stock, shares issued (in shares) | 33,827,371 | |||||||||||
Wuxi indie Microelectronics Ltd. | ||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||
Ownership percentage by parent | 50.00% |
Nature of the Business and Ba_4
Nature of the Business and Basis of Presentation - Schedule of Reverse Capitalization (Details) - USD ($) $ in Thousands | Jun. 10, 2021 | Jun. 09, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | [1] | |
Reverse Capitalization, Value [Abstract] | ||||||
PIPE and SPAC financing | $ 1 | |||||
Reverse recapitalization | 251,235 | |||||
Additional Paid-In Capital | ||||||
Reverse Capitalization, Value [Abstract] | ||||||
Redemption of Class H units | $ (900) | |||||
PIPE and SPAC financing | 377,654 | (344) | ||||
Earn-out liability | (119,759) | |||||
Transaction expenses | (21,575) | |||||
Warrants liability | (74,408) | |||||
Reverse recapitalization | 251,229 | $ 251,229 | ||||
Embry Convertible Subordinated Notes Payable | Convertible debt | Additional Paid-In Capital | ||||||
Reverse Capitalization, Value [Abstract] | ||||||
Embry notes conversion | 4,118 | |||||
Public Warrants | Additional Paid-In Capital | ||||||
Reverse Capitalization, Value [Abstract] | ||||||
Embry notes conversion | 0 | |||||
Securities Subject to Mandatory Redemption | Additional Paid-In Capital | ||||||
Reverse Capitalization, Value [Abstract] | ||||||
Embry notes conversion | $ 86,099 | |||||
Class A | ||||||
Reverse Capitalization, Shares [Abstract] | ||||||
SAFEs converted into Class A units (in shares) | 284,925 | |||||
Class A | Common stock | ||||||
Reverse Capitalization, Shares [Abstract] | ||||||
Redemption of shares (in shares) | (125,101) | |||||
PIPE and SPAC financing (in shares) | 44,797,894 | 1,725,000 | [1] | 125,101 | ||
Reverse recapitalization (in shares) | 60,441,289 | 60,441,289 | [1] | |||
Reverse Capitalization, Value [Abstract] | ||||||
PIPE and SPAC financing | $ 4 | $ 1 | ||||
Reverse recapitalization | $ 6 | $ 6 | ||||
Class A | Embry Convertible Subordinated Notes Payable | Convertible debt | Common stock | ||||||
Reverse Capitalization, Shares [Abstract] | ||||||
SAFEs converted into Class A units (in shares) | 8,023,072 | |||||
Reverse Capitalization, Value [Abstract] | ||||||
Embry notes conversion | $ 1 | |||||
Class A | Public Warrants | Common stock | ||||||
Reverse Capitalization, Shares [Abstract] | ||||||
SAFEs converted into Class A units (in shares) | 278,533 | |||||
Class A | Securities Subject to Mandatory Redemption | Common stock | ||||||
Reverse Capitalization, Shares [Abstract] | ||||||
SAFEs converted into Class A units (in shares) | 7,466,891 | |||||
Reverse Capitalization, Value [Abstract] | ||||||
Embry notes conversion | $ 1 | |||||
Class V | Common stock | ||||||
Reverse Capitalization, Shares [Abstract] | ||||||
Reverse recapitalization (in shares) | 454,077 | 454,077 | [1] | |||
Reverse Capitalization, Value [Abstract] | ||||||
Reverse recapitalization | $ 0 | |||||
Class V | Securities Subject to Mandatory Redemption | Common stock | ||||||
Reverse Capitalization, Shares [Abstract] | ||||||
SAFEs converted into Class A units (in shares) | 454,077 | |||||
[1] | Retroactively restated to give effect to the reverse recapitalization. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Narrative (Details) | 12 Months Ended | |
Dec. 31, 2021USD ($)segment | Dec. 31, 2020USD ($) | |
Property, Plant and Equipment [Line Items] | ||
Number of operating segments (in segments) | segment | 1 | |
Number of reportable segments (in segments) | segment | 1 | |
Unrecognized tax benefits | $ 0 | $ 0 |
Accrued interest or penalties | 0 | 0 |
Unrecognized tax benefits, related expenses | 0 | 0 |
Foreign currency translation adjustments | (1,365,000) | 158,000 |
Impairment of long-lived assets | $ 0 | $ 0 |
Production masks | ||
Property, Plant and Equipment [Line Items] | ||
Useful life | 4 years | |
Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Useful life | 3 years | |
Weighted average remaining useful life | 2 years | |
Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Useful life | 7 years | |
Weighted average remaining useful life | 7 years |
Business Combinations - Purchas
Business Combinations - Purchase Allocation (Details) $ in Thousands, $ in Millions | Oct. 01, 2021USD ($) | Aug. 27, 2021USD ($) | Aug. 27, 2021CAD ($) | May 13, 2020USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) |
Purchase price - cash consideration | ||||||
Business combinations, net of cash | $ 80,256 | $ 0 | ||||
Fair value of net assets and liabilities assumed: | ||||||
Goodwill | 115,206 | $ 1,739 | ||||
City Semi | ||||||
Purchase price - cash consideration | ||||||
Purchase price - cash consideration | $ 138 | |||||
Add: debt paid at closing | 0 | |||||
Less: cash acquired | 0 | |||||
Business combinations, net of cash | 138 | |||||
Purchase price - equity consideration | ||||||
Purchase price - equity consideration | 711 | |||||
Purchase price - accrued cash consideration | 0 | |||||
Contingent consideration | 1,180 | |||||
Net consideration | $ 2,029 | |||||
Fair value of net assets and liabilities assumed: | ||||||
Current assets other than cash | 0 | |||||
Property and equipment | 0 | |||||
Other non-current assets | 0 | |||||
Current liabilities | (177) | |||||
Deferred revenue | (41) | |||||
Deferred tax liabilities, non-current | 0 | |||||
Other non-current liabilities | 0 | |||||
Long-term debt | 0 | |||||
Total fair value of net assets acquired | 290 | |||||
Goodwill | 1,739 | |||||
City Semi | IPR&D | ||||||
Fair value of net assets and liabilities assumed: | ||||||
Intangible asset, indefinite lived | 0 | |||||
City Semi | Software licenses | ||||||
Fair value of net assets and liabilities assumed: | ||||||
Intangible asset, finite lived | 139 | |||||
City Semi | Developed technology | ||||||
Fair value of net assets and liabilities assumed: | ||||||
Intangible asset, finite lived | 369 | |||||
City Semi | Customer relationships | ||||||
Fair value of net assets and liabilities assumed: | ||||||
Intangible asset, finite lived | 0 | |||||
City Semi | Backlog | ||||||
Fair value of net assets and liabilities assumed: | ||||||
Intangible asset, finite lived | 0 | |||||
City Semi | Trade name | ||||||
Fair value of net assets and liabilities assumed: | ||||||
Intangible asset, finite lived | 0 | |||||
TeraXion | ||||||
Purchase price - cash consideration | ||||||
Purchase price - cash consideration | $ 74,050 | |||||
Add: debt paid at closing | 6,857 | |||||
Less: cash acquired | (5,625) | |||||
Business combinations, net of cash | 75,282 | |||||
Purchase price - equity consideration | ||||||
Purchase price - equity consideration | 82,441 | |||||
Purchase price - accrued cash consideration | 0 | |||||
Contingent consideration | 0 | |||||
Net consideration | $ 157,723 | $ 200 | ||||
Fair value of net assets and liabilities assumed: | ||||||
Current assets other than cash | 7,627 | |||||
Property and equipment | 6,009 | |||||
Other non-current assets | 0 | |||||
Current liabilities | (5,840) | |||||
Deferred revenue | (1,025) | |||||
Deferred tax liabilities, non-current | (20,272) | |||||
Other non-current liabilities | 0 | |||||
Long-term debt | (7,580) | |||||
Total fair value of net assets acquired | 54,002 | |||||
Goodwill | 103,721 | |||||
TeraXion | IPR&D | ||||||
Fair value of net assets and liabilities assumed: | ||||||
Intangible asset, indefinite lived | 10,304 | |||||
TeraXion | Software licenses | ||||||
Fair value of net assets and liabilities assumed: | ||||||
Intangible asset, finite lived | 0 | |||||
TeraXion | Developed technology | ||||||
Fair value of net assets and liabilities assumed: | ||||||
Intangible asset, finite lived | 43,594 | |||||
TeraXion | Customer relationships | ||||||
Fair value of net assets and liabilities assumed: | ||||||
Intangible asset, finite lived | 12,682 | |||||
TeraXion | Backlog | ||||||
Fair value of net assets and liabilities assumed: | ||||||
Intangible asset, finite lived | 2,378 | |||||
TeraXion | Trade name | ||||||
Fair value of net assets and liabilities assumed: | ||||||
Intangible asset, finite lived | 6,125 | |||||
OnDesign Israel | ||||||
Purchase price - cash consideration | ||||||
Purchase price - cash consideration | $ 6,107 | |||||
Add: debt paid at closing | 0 | |||||
Less: cash acquired | (1,133) | |||||
Business combinations, net of cash | 4,974 | |||||
Purchase price - equity consideration | ||||||
Purchase price - equity consideration | 0 | |||||
Purchase price - accrued cash consideration | 7,500 | |||||
Contingent consideration | 4,000 | |||||
Net consideration | $ 16,474 | |||||
Fair value of net assets and liabilities assumed: | ||||||
Current assets other than cash | 119 | |||||
Property and equipment | 1,315 | |||||
Other non-current assets | 66 | |||||
Current liabilities | (754) | |||||
Deferred revenue | 0 | |||||
Deferred tax liabilities, non-current | (1,578) | |||||
Other non-current liabilities | 0 | |||||
Long-term debt | 0 | |||||
Total fair value of net assets acquired | 5,807 | |||||
Goodwill | 10,667 | |||||
OnDesign Israel | IPR&D | ||||||
Fair value of net assets and liabilities assumed: | ||||||
Intangible asset, indefinite lived | 1,562 | |||||
OnDesign Israel | Software licenses | ||||||
Fair value of net assets and liabilities assumed: | ||||||
Intangible asset, finite lived | 0 | |||||
OnDesign Israel | Developed technology | ||||||
Fair value of net assets and liabilities assumed: | ||||||
Intangible asset, finite lived | 5,077 | |||||
OnDesign Israel | Customer relationships | ||||||
Fair value of net assets and liabilities assumed: | ||||||
Intangible asset, finite lived | 0 | |||||
OnDesign Israel | Backlog | ||||||
Fair value of net assets and liabilities assumed: | ||||||
Intangible asset, finite lived | 0 | |||||
OnDesign Israel | Trade name | ||||||
Fair value of net assets and liabilities assumed: | ||||||
Intangible asset, finite lived | $ 0 |
Business Combinations - Narrati
Business Combinations - Narrative (Details) $ / shares in Units, $ in Millions | Dec. 31, 2021USD ($)shares | Oct. 01, 2021USD ($) | Aug. 27, 2021USD ($)$ / sharesshares | Aug. 27, 2021CAD ($)shares | Jun. 10, 2021USD ($) | May 13, 2020USD ($)employee | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2022USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | May 31, 2021USD ($) |
Business Acquisition [Line Items] | ||||||||||||
Deferred City Semi compensation | $ 500,000 | $ 0 | ||||||||||
Payments for repurchase of equity | $ 900,000 | 900,000 | 0 | |||||||||
Business combinations, net of cash | $ 80,256,000 | $ 0 | ||||||||||
Maximum | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Weighted average remaining useful life | 7 years | |||||||||||
Software licenses | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Weighted average remaining useful life | 2 years 6 months | 7 months 6 days | ||||||||||
City Semi | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Deferred City Semi compensation | $ 1,180,000 | |||||||||||
Maximum contingent consideration | $ 2,000,000 | |||||||||||
Number of existing employees (in employees) | employee | 2 | |||||||||||
Tax deductible goodwill | $ 0 | |||||||||||
Revenue of acquiree since acquisition date | $ 591,000 | |||||||||||
Earnings or loss of acquiree since acquisition date | (396,000) | |||||||||||
Consideration transferred | 2,029,000 | |||||||||||
Cash paid to acquire business | 138,000 | |||||||||||
Business combinations, net of cash | 138,000 | |||||||||||
Purchase price - equity consideration | $ 711,000 | |||||||||||
Combined revenue | $ 23,388,000 | |||||||||||
Combined net loss before income taxes | (96,121,000) | |||||||||||
City Semi | Developed technology | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Weighted average remaining useful life | 7 years | |||||||||||
City Semi | Software licenses | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Weighted average remaining useful life | 1 year | |||||||||||
TeraXion | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Revenue of acquiree since acquisition date | $ 6,075,000 | |||||||||||
Earnings or loss of acquiree since acquisition date | (1,474,000) | |||||||||||
Consideration transferred | $ 157,723,000 | $ 200 | ||||||||||
Percentage of voting interests acquired in cash | 50.00% | |||||||||||
Percentage of voting interests acquired in equity | 0.50 | |||||||||||
Cash paid to acquire business | $ 74,050,000 | |||||||||||
Business combinations, net of cash | 75,282,000 | |||||||||||
Purchase price - equity consideration | $ 82,441,000 | |||||||||||
Options assumed (in shares) | shares | 1,542,332 | |||||||||||
Combined revenue | $ 66,788,000 | 43,783,000 | ||||||||||
Combined net loss before income taxes | (126,350,000) | (104,768,000) | ||||||||||
Acquisition related costs | 1,640,000 | |||||||||||
TeraXion | Class A | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Equity interest issued or issuable (in shares) | shares | 5,805,144 | 5,805,144 | ||||||||||
Purchase price - equity consideration | $ 65,192,000 | |||||||||||
Share price (in dollars per share) | $ / shares | $ 11.23 | |||||||||||
TeraXion | Option | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Purchase price - equity consideration | $ 17,249,000 | |||||||||||
OnDesign Israel | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Contingent consideration | $ 4,000,000 | |||||||||||
Consideration transferred | 16,474,000 | |||||||||||
Cash paid to acquire business | 6,107,000 | |||||||||||
Business combinations, net of cash | 4,974,000 | |||||||||||
Purchase price - equity consideration | 0 | |||||||||||
Acquisition related costs | 365,000 | |||||||||||
Contingent consideration | 7,500,000 | |||||||||||
OnDesign Israel | Forecast | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Cash paid to acquire business | $ 7,500,000 | |||||||||||
Contingent consideration, tranche one | City Semi | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Maximum contingent consideration | $ 500,000 | |||||||||||
Contingent consideration | 500,000 | 500,000 | $ 456,000 | |||||||||
Contingent consideration, tranche one | OnDesign Israel | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Contingent consideration | $ 1,817,000 | 1,817,000 | 1,817,000 | |||||||||
Contingent consideration | $ 2,500,000 | |||||||||||
Achievement period | 30 months | |||||||||||
Contingent consideration, tranche two | City Semi | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Maximum contingent consideration | $ 1,500,000 | |||||||||||
Contingent consideration | 980,000 | 980,000 | $ 900,000 | 980,000 | $ 900,000 | |||||||
Contingent consideration, tranche two | OnDesign Israel | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Contingent consideration | $ 2,222,000 | $ 2,222,000 | $ 2,222,000 | |||||||||
Contingent consideration | $ 5,000,000 | |||||||||||
Achievement period | 36 months |
Business Combinations - Pro For
Business Combinations - Pro Forma Financial Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
City Semi | ||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||
Combined revenue | $ 23,388 | |
Combined net loss before income taxes | (96,121) | |
TeraXion | ||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||
Combined revenue | $ 66,788 | 43,783 |
Combined net loss before income taxes | $ (126,350) | $ (104,768) |
Inventory, Net - Components of
Inventory, Net - Components of Net Inventories (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 2,380 | $ 0 |
Work-in-process | 6,301 | 4,277 |
Finished goods | 2,151 | 882 |
Inventory, gross | 10,832 | 5,159 |
Less: Inventory reserves | 1,752 | 2,259 |
Inventory, net | $ 9,080 | $ 2,900 |
Inventory, Net - Narrative (Det
Inventory, Net - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Inventory Disclosure [Abstract] | ||
Inventory impairment charges | $ 173 | $ 618 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 17,191 | $ 6,888 |
Less: Accumulated depreciation | 6,101 | 4,719 |
Property and equipment, net | 11,090 | 2,169 |
Depreciation expense on reclassified assets | $ 1,198 | 947 |
Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Useful life | 3 years | |
Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Useful life | 7 years | |
Production tooling | ||
Property, Plant and Equipment [Line Items] | ||
Useful life | 4 years | |
Property and equipment, gross | $ 10,158 | 3,925 |
Lab equipment | ||
Property, Plant and Equipment [Line Items] | ||
Useful life | 4 years | |
Property and equipment, gross | $ 4,489 | 1,757 |
Office equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 1,893 | 1,077 |
Office equipment | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Useful life | 3 years | |
Office equipment | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Useful life | 7 years | |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 395 | 129 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 256 | $ 0 |
Intangible Assets, Net - Summar
Intangible Assets, Net - Summary (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 94,627 | $ 6,496 |
Accumulated Amortization | (10,133) | (5,408) |
Net Carrying Amount | 84,494 | 1,088 |
Gross effect of exchange rate on carrying value, finite-lived | (631) | 0 |
Accumulated amortization, effect of exchange rate on carrying value, finite-lived | 0 | 0 |
Net effect of exchange rate on carrying value, finite-lived | (631) | 0 |
Indefinite-lived intangible assets | 11,791 | 0 |
Gross effect of exchange rate of carrying value, indefinite-lived | (75) | 0 |
Total intangible assets | 106,418 | 6,496 |
Intangible assets, net | 96,285 | 1,088 |
IPR&D | ||
Finite-Lived Intangible Assets [Line Items] | ||
Indefinite-lived intangible assets | $ 11,866 | $ 0 |
Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average remaining useful life | 6 years 8 months 12 days | 6 years 4 months 24 days |
Gross Carrying Amount | $ 49,040 | $ 369 |
Accumulated Amortization | (1,374) | (35) |
Net Carrying Amount | $ 47,666 | $ 334 |
Software licenses | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average remaining useful life | 2 years 6 months | 7 months 6 days |
Gross Carrying Amount | $ 23,297 | $ 4,391 |
Accumulated Amortization | (6,286) | (3,759) |
Net Carrying Amount | $ 17,011 | 632 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average remaining useful life | 6 years 8 months 12 days | |
Gross Carrying Amount | $ 12,682 | 0 |
Accumulated Amortization | (365) | 0 |
Net Carrying Amount | $ 12,317 | $ 0 |
Intellectual property licenses | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average remaining useful life | 1 year 6 months | 1 year 8 months 12 days |
Gross Carrying Amount | $ 1,736 | $ 1,736 |
Accumulated Amortization | (1,687) | (1,614) |
Net Carrying Amount | $ 49 | 122 |
Trade name | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average remaining useful life | 6 years 8 months 12 days | |
Gross Carrying Amount | $ 6,125 | 0 |
Accumulated Amortization | (182) | 0 |
Net Carrying Amount | $ 5,943 | 0 |
Backlog | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average remaining useful life | 1 year 9 months 18 days | |
Gross Carrying Amount | $ 2,378 | 0 |
Accumulated Amortization | (239) | 0 |
Net Carrying Amount | $ 2,139 | $ 0 |
Intangible Assets, Net - Narrat
Intangible Assets, Net - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization of intangible assets | $ 4,769 | $ 1,705 |
Intangible Assets, Net - Future
Intangible Assets, Net - Future Amortization Expense (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2022 | $ 17,538 | |
2023 | 17,729 | |
2024 | 13,021 | |
2025 | 9,607 | |
2026 | 9,607 | |
Thereafter | 16,992 | |
Net Carrying Amount | $ 84,494 | $ 1,088 |
Goodwill - Roll Forward (Detail
Goodwill - Roll Forward (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Goodwill [Roll Forward] | |
Beginning balance | $ 1,739 |
Acquisitions (Note 3) | 114,388 |
Effect of exchange rate on goodwill | (921) |
Ending balance | $ 115,206 |
Goodwill - Narrative (Details)
Goodwill - Narrative (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill acquired | $ 114,388 |
Warranties (Details)
Warranties (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Guarantees and Product Warranties [Abstract] | ||
Beginning balance | $ 201 | $ 192 |
Assumed warranty liability from acquisition | 226 | 0 |
Accruals for warranties issued | 151 | 86 |
Warranty obligations satisfied during the period | (25) | (77) |
Ending balance | $ 553 | $ 201 |
Debt - Components of Debt (Deta
Debt - Components of Debt (Details) $ in Thousands | Dec. 31, 2021USD ($) | Dec. 31, 2021CAD ($) | Jun. 10, 2021USD ($) | Dec. 31, 2020USD ($) | Oct. 30, 2020USD ($) |
Schedule of Long Term and Short Term Debt Instruments [Line Items] | |||||
Short-term debt | $ 810,000 | $ 459,000 | |||
Total term loans | 7,912,000 | 21,609,000 | |||
Unamortized discount and issuance cost | (19,000) | (776,000) | |||
Total Debt | 7,893,000 | 20,833,000 | |||
Loans | |||||
Schedule of Long Term and Short Term Debt Instruments [Line Items] | |||||
Total term loans | 7,912,000 | 16,327,000 | |||
Unamortized discount and issuance cost | (19,000) | (665,000) | |||
Total Debt | 7,893,000 | 15,662,000 | |||
Trinity term loan, due 2022 | Loans | |||||
Schedule of Long Term and Short Term Debt Instruments [Line Items] | |||||
Outstanding amount | 0 | 12,000,000 | |||
Unamortized discount and issuance cost | 0 | (665,000) | |||
Total | 0 | 11,335,000 | $ 11,325,000 | ||
PPP loan, due 2022 | Loans | |||||
Schedule of Long Term and Short Term Debt Instruments [Line Items] | |||||
Outstanding amount | 0 | 1,868,000 | |||
Unamortized discount and issuance cost | 0 | 0 | |||
Total | 0 | 1,868,000 | |||
Tropez convertible loan, due 2021 | Loans | |||||
Schedule of Long Term and Short Term Debt Instruments [Line Items] | |||||
Outstanding amount | 0 | 2,000,000 | |||
Unamortized discount and issuance cost | 0 | 0 | |||
Total | 0 | 2,000,000 | |||
TeraXion Line of Credit | Line of credit | |||||
Schedule of Long Term and Short Term Debt Instruments [Line Items] | |||||
Outstanding amount | 7,102,000 | $ 8,976 | 0 | ||
Unamortized discount and issuance cost | (19,000) | 0 | |||
Total | 7,083,000 | 0 | |||
Revolving line of credit | Line of credit | Revolving credit facility | |||||
Schedule of Long Term and Short Term Debt Instruments [Line Items] | |||||
Outstanding amount | 0 | 1,675,000 | |||
Unamortized discount and issuance cost | 0 | 0 | |||
Total | 0 | 1,675,000 | |||
Embry Convertible Subordinated Notes Payable | Convertible notes | |||||
Schedule of Long Term and Short Term Debt Instruments [Line Items] | |||||
Outstanding amount | 0 | $ 4,119,000 | 3,607,000 | ||
Unamortized discount and issuance cost | 0 | (111,000) | |||
Total | $ 0 | $ 3,607,000 | $ 3,496,000 |
Debt - Balance Sheet Components
Debt - Balance Sheet Components (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Disclosure [Abstract] | ||
Current liabilities – Current debt obligations | $ 2,275 | $ 8,488 |
Noncurrent liabilities – Long-term debt net of current maturities | 5,618 | 12,345 |
Total Debt | $ 7,893 | $ 20,833 |
Debt - Narrative (Details)
Debt - Narrative (Details) $ / shares in Units, $ in Thousands | Nov. 18, 2021USD ($) | Nov. 18, 2021CNY (¥) | Nov. 05, 2021USD ($) | Nov. 05, 2021USD ($) | Oct. 18, 2021USD ($) | Oct. 18, 2021CNY (¥) | Oct. 12, 2021CAD ($) | Jun. 21, 2021USD ($) | Jun. 17, 2021USD ($) | Jun. 10, 2021USD ($)shares | Jun. 09, 2021shares | Apr. 29, 2021USD ($) | Apr. 29, 2021CNY (¥) | Nov. 13, 2020 | Oct. 30, 2020USD ($) | Jan. 31, 2020USD ($) | Dec. 03, 2018 | Dec. 03, 2017 | Jan. 31, 2015USD ($) | Oct. 31, 2021USD ($) | Oct. 31, 2020USD ($)shares | May 31, 2020USD ($) | Nov. 30, 2019USD ($) | Jun. 30, 2018USD ($) | Dec. 31, 2021USD ($)convertibleNoteshares | Dec. 31, 2020USD ($) | Oct. 01, 2024USD ($) | Dec. 31, 2021CNY (¥) | Dec. 31, 2021CAD ($) | May 10, 2021USD ($) | Oct. 15, 2020USD ($) | Oct. 15, 2020CNY (¥) | Oct. 01, 2020$ / sharesshares | Nov. 13, 2019USD ($) | Nov. 13, 2019CNY (¥) | Apr. 30, 2018$ / sharesshares | Mar. 31, 2018USD ($)$ / sharesshares | Aug. 31, 2017shares | Dec. 04, 2012USD ($)convertibleNote |
Schedule of Long Term and Short Term Debt Instruments [Line Items] | |||||||||||||||||||||||||||||||||||||||
Repayment of debt | $ 17,543,000 | $ 4,183,000 | |||||||||||||||||||||||||||||||||||||
Warrant Liability | $ 74,408,000 | 100,467,000 | 0 | ||||||||||||||||||||||||||||||||||||
Cash paid for interest | 1,234,000 | 1,476,000 | |||||||||||||||||||||||||||||||||||||
Gain (loss) on extinguishment of debt | 304,000 | 0 | |||||||||||||||||||||||||||||||||||||
Proceeds from issuance of debt obligations | 775,000 | 6,112,000 | |||||||||||||||||||||||||||||||||||||
Short-term debt | 810,000 | 459,000 | |||||||||||||||||||||||||||||||||||||
Class A | |||||||||||||||||||||||||||||||||||||||
Schedule of Long Term and Short Term Debt Instruments [Line Items] | |||||||||||||||||||||||||||||||||||||||
Conversion of convertible securities (in shares) | shares | 284,925 | ||||||||||||||||||||||||||||||||||||||
Trinity term loan, due 2022 | Class G | Common warrant | |||||||||||||||||||||||||||||||||||||||
Schedule of Long Term and Short Term Debt Instruments [Line Items] | |||||||||||||||||||||||||||||||||||||||
Warrants issued (in shares) | shares | 6,250 | ||||||||||||||||||||||||||||||||||||||
Exercise price (in dollars per share) | $ / shares | $ 35.42 | ||||||||||||||||||||||||||||||||||||||
Short term loan agreement | Loans | |||||||||||||||||||||||||||||||||||||||
Schedule of Long Term and Short Term Debt Instruments [Line Items] | |||||||||||||||||||||||||||||||||||||||
Principal amount | ¥ | ¥ 4,000 | ||||||||||||||||||||||||||||||||||||||
Short term loan agreement | CITIC Group Corporation Ltd. | Loans | |||||||||||||||||||||||||||||||||||||||
Schedule of Long Term and Short Term Debt Instruments [Line Items] | |||||||||||||||||||||||||||||||||||||||
Principal amount | $ 285,000 | ¥ 2,000,000 | |||||||||||||||||||||||||||||||||||||
Interest rate | 4.785% | 4.785% | |||||||||||||||||||||||||||||||||||||
Extension term | 12 months | ||||||||||||||||||||||||||||||||||||||
Short term loan agreement | NCBC | Loans | |||||||||||||||||||||||||||||||||||||||
Schedule of Long Term and Short Term Debt Instruments [Line Items] | |||||||||||||||||||||||||||||||||||||||
Principal amount | $ 151,000 | ¥ 1,000,000 | |||||||||||||||||||||||||||||||||||||
Interest rate | 4.785% | 4.785% | 4.785% | 4.785% | |||||||||||||||||||||||||||||||||||
Proceeds from issuance of debt obligations | $ 150,000 | ¥ 1,000,000 | $ 155,000 | ¥ 1,000,000 | |||||||||||||||||||||||||||||||||||
Short-term debt | ¥ | ¥ 2,000,000 | ||||||||||||||||||||||||||||||||||||||
Short term loan agreement | Bank of Nanjing | Loans | |||||||||||||||||||||||||||||||||||||||
Schedule of Long Term and Short Term Debt Instruments [Line Items] | |||||||||||||||||||||||||||||||||||||||
Interest rate | 4.00% | 4.00% | |||||||||||||||||||||||||||||||||||||
Proceeds from issuance of debt obligations | $ 453,000 | ¥ 3,000,000 | |||||||||||||||||||||||||||||||||||||
Short-term debt | 787,000 | ¥ 5,000,000 | |||||||||||||||||||||||||||||||||||||
TeraXion short term loan | Canada Economic Development | Loans | |||||||||||||||||||||||||||||||||||||||
Schedule of Long Term and Short Term Debt Instruments [Line Items] | |||||||||||||||||||||||||||||||||||||||
Interest rate | 8.00% | ||||||||||||||||||||||||||||||||||||||
Short-term debt | 23,000 | ||||||||||||||||||||||||||||||||||||||
Convertible debt | Embry Convertible Subordinated Notes Payable | |||||||||||||||||||||||||||||||||||||||
Schedule of Long Term and Short Term Debt Instruments [Line Items] | |||||||||||||||||||||||||||||||||||||||
Number of convertible notes (in convertible notes) | convertibleNote | 2 | ||||||||||||||||||||||||||||||||||||||
Principal amount | $ 3,500,000 | ||||||||||||||||||||||||||||||||||||||
Accrued interest | 512,000 | 458,000 | $ 107,000 | ||||||||||||||||||||||||||||||||||||
Interest rate | 3.07% | 0.93% | |||||||||||||||||||||||||||||||||||||
Extension term | 36 months | 12 months | |||||||||||||||||||||||||||||||||||||
Carrying amount | 3,607,000 | 0 | 3,496,000 | ||||||||||||||||||||||||||||||||||||
Outstanding amount | $ 4,119,000 | $ 0 | 3,607,000 | ||||||||||||||||||||||||||||||||||||
Convertible debt | First convertible subordinated note | |||||||||||||||||||||||||||||||||||||||
Schedule of Long Term and Short Term Debt Instruments [Line Items] | |||||||||||||||||||||||||||||||||||||||
Principal amount | $ 2,604,000 | ||||||||||||||||||||||||||||||||||||||
Convertible debt | First convertible subordinated note | Class A | |||||||||||||||||||||||||||||||||||||||
Schedule of Long Term and Short Term Debt Instruments [Line Items] | |||||||||||||||||||||||||||||||||||||||
Number of convertible equity instruments (in shares) | shares | 185,000 | ||||||||||||||||||||||||||||||||||||||
Conversion of convertible securities (in shares) | shares | 185,000 | ||||||||||||||||||||||||||||||||||||||
Convertible debt | Second convertible subordinated note | |||||||||||||||||||||||||||||||||||||||
Schedule of Long Term and Short Term Debt Instruments [Line Items] | |||||||||||||||||||||||||||||||||||||||
Principal amount | $ 1,003,000 | ||||||||||||||||||||||||||||||||||||||
Convertible debt | Second convertible subordinated note | Class C | |||||||||||||||||||||||||||||||||||||||
Schedule of Long Term and Short Term Debt Instruments [Line Items] | |||||||||||||||||||||||||||||||||||||||
Number of convertible equity instruments (in shares) | convertibleNote | 100,000 | ||||||||||||||||||||||||||||||||||||||
Conversion of convertible securities (in shares) | shares | 100,000 | ||||||||||||||||||||||||||||||||||||||
Line of credit | PacWest Term Loan and Revolving Line of Credit | |||||||||||||||||||||||||||||||||||||||
Schedule of Long Term and Short Term Debt Instruments [Line Items] | |||||||||||||||||||||||||||||||||||||||
Outstanding amount | $ 889,000 | ||||||||||||||||||||||||||||||||||||||
Minimum cash balance | 2,300,000 | ||||||||||||||||||||||||||||||||||||||
Line of credit facility, maximum borrowing capacity | 20,000,000 | 2,000,000 | |||||||||||||||||||||||||||||||||||||
Line of credit | PacWest Term Loan and Revolving Line of Credit | Common warrant | |||||||||||||||||||||||||||||||||||||||
Schedule of Long Term and Short Term Debt Instruments [Line Items] | |||||||||||||||||||||||||||||||||||||||
Warrants issued (in shares) | shares | 3,388 | 3,388,000 | |||||||||||||||||||||||||||||||||||||
Line of credit | PacWest Term Loan and Revolving Line of Credit | Revolving credit facility | |||||||||||||||||||||||||||||||||||||||
Schedule of Long Term and Short Term Debt Instruments [Line Items] | |||||||||||||||||||||||||||||||||||||||
Interest rate | 4.25% | ||||||||||||||||||||||||||||||||||||||
Outstanding amount | 0 | 1,675,000 | |||||||||||||||||||||||||||||||||||||
Line of credit | PacWest Term Loan and Revolving Line of Credit | Secured debt | |||||||||||||||||||||||||||||||||||||||
Schedule of Long Term and Short Term Debt Instruments [Line Items] | |||||||||||||||||||||||||||||||||||||||
Principal amount | $ 10,000,000 | ||||||||||||||||||||||||||||||||||||||
Interest rate | 4.50% | ||||||||||||||||||||||||||||||||||||||
Outstanding amount | 0 | 0 | |||||||||||||||||||||||||||||||||||||
Line of credit | PacWest Term Loan and Revolving Line of Credit | Prime rate | Revolving credit facility | |||||||||||||||||||||||||||||||||||||||
Schedule of Long Term and Short Term Debt Instruments [Line Items] | |||||||||||||||||||||||||||||||||||||||
Basis spread on variable rate | 0.75% | ||||||||||||||||||||||||||||||||||||||
Line of credit | PacWest Term Loan and Revolving Line of Credit | Prime rate | Secured debt | |||||||||||||||||||||||||||||||||||||||
Schedule of Long Term and Short Term Debt Instruments [Line Items] | |||||||||||||||||||||||||||||||||||||||
Basis spread on variable rate | 1.00% | ||||||||||||||||||||||||||||||||||||||
Line of credit | PacWest Term Loan and Revolving Line of Credit | Class A | Common warrant | |||||||||||||||||||||||||||||||||||||||
Schedule of Long Term and Short Term Debt Instruments [Line Items] | |||||||||||||||||||||||||||||||||||||||
Conversion of convertible securities (in shares) | shares | 82,187,000 | ||||||||||||||||||||||||||||||||||||||
Line of credit | Amended PacWest Term Loan and Revolving Line of Credit | |||||||||||||||||||||||||||||||||||||||
Schedule of Long Term and Short Term Debt Instruments [Line Items] | |||||||||||||||||||||||||||||||||||||||
Line of credit facility, maximum borrowing capacity | $ 20,000,000 | $ 20,000,000 | |||||||||||||||||||||||||||||||||||||
Line of credit | Amended PacWest Term Loan and Revolving Line of Credit | Revolving credit facility | |||||||||||||||||||||||||||||||||||||||
Schedule of Long Term and Short Term Debt Instruments [Line Items] | |||||||||||||||||||||||||||||||||||||||
Interest rate | 2.10% | 2.10% | |||||||||||||||||||||||||||||||||||||
Collateral percentage | 102.50% | ||||||||||||||||||||||||||||||||||||||
Line of credit | PacWest Revolving Line of Credit | Revolving credit facility | |||||||||||||||||||||||||||||||||||||||
Schedule of Long Term and Short Term Debt Instruments [Line Items] | |||||||||||||||||||||||||||||||||||||||
Carrying amount | 0 | 1,675,000 | |||||||||||||||||||||||||||||||||||||
Outstanding amount | 0 | 1,675,000 | |||||||||||||||||||||||||||||||||||||
Repayment of debt | $ 1,675,000 | ||||||||||||||||||||||||||||||||||||||
Line of credit | TeraXion Line of Credit | |||||||||||||||||||||||||||||||||||||||
Schedule of Long Term and Short Term Debt Instruments [Line Items] | |||||||||||||||||||||||||||||||||||||||
Carrying amount | 7,083,000 | 0 | |||||||||||||||||||||||||||||||||||||
Outstanding amount | 7,102,000 | 0 | $ 8,976 | ||||||||||||||||||||||||||||||||||||
Line of credit facility, maximum borrowing capacity | $ 9,440 | ||||||||||||||||||||||||||||||||||||||
Monthly interest payment | $ 155 | ||||||||||||||||||||||||||||||||||||||
Line of credit | TeraXion Line of Credit | Prime rate | |||||||||||||||||||||||||||||||||||||||
Schedule of Long Term and Short Term Debt Instruments [Line Items] | |||||||||||||||||||||||||||||||||||||||
Basis spread on variable rate | 0.25% | ||||||||||||||||||||||||||||||||||||||
Line of credit | TeraXion Line of Credit used as Securitization | |||||||||||||||||||||||||||||||||||||||
Schedule of Long Term and Short Term Debt Instruments [Line Items] | |||||||||||||||||||||||||||||||||||||||
Line of credit facility, maximum borrowing capacity | $ 7,000 | ||||||||||||||||||||||||||||||||||||||
Line of credit | TeraXion Line of Credit used as Securitization | Prime rate | |||||||||||||||||||||||||||||||||||||||
Schedule of Long Term and Short Term Debt Instruments [Line Items] | |||||||||||||||||||||||||||||||||||||||
Basis spread on variable rate | 0.25% | ||||||||||||||||||||||||||||||||||||||
Loans | Trinity term loan, due 2022 | |||||||||||||||||||||||||||||||||||||||
Schedule of Long Term and Short Term Debt Instruments [Line Items] | |||||||||||||||||||||||||||||||||||||||
Principal amount | $ 12,000,000 | $ 15,000,000 | |||||||||||||||||||||||||||||||||||||
Interest rate | 10.75% | 11.25% | |||||||||||||||||||||||||||||||||||||
Carrying amount | $ 11,325,000 | 0 | 11,335,000 | ||||||||||||||||||||||||||||||||||||
Outstanding amount | 0 | 12,000,000 | |||||||||||||||||||||||||||||||||||||
Repayment of debt | $ 13,261,000 | ||||||||||||||||||||||||||||||||||||||
Lender fee | 1,200,000 | $ 474,000 | |||||||||||||||||||||||||||||||||||||
Proceeds from issuance of long-term debt | $ 194,000 | ||||||||||||||||||||||||||||||||||||||
Prepayment fee | 4.00% | ||||||||||||||||||||||||||||||||||||||
Prepayment fee | 1.00% | ||||||||||||||||||||||||||||||||||||||
End-of-term fee | $ 720,000 | ||||||||||||||||||||||||||||||||||||||
Monthly interest payment | $ 108,000 | $ 141,000 | |||||||||||||||||||||||||||||||||||||
Monthly loan payment | $ 493,000 | ||||||||||||||||||||||||||||||||||||||
Effective interest rate | 15.80% | ||||||||||||||||||||||||||||||||||||||
Repurchased face amount | 12,000,000 | ||||||||||||||||||||||||||||||||||||||
Cash paid for interest | 61,000 | ||||||||||||||||||||||||||||||||||||||
Gain (loss) on extinguishment of debt | $ (1,585,000) | ||||||||||||||||||||||||||||||||||||||
Unamortized discount | 577,000 | ||||||||||||||||||||||||||||||||||||||
Unamortized debt issuance costs | 1,008,000 | ||||||||||||||||||||||||||||||||||||||
Loans | Trinity term loan, due 2022 | Forecast | Subsequent Event | |||||||||||||||||||||||||||||||||||||||
Schedule of Long Term and Short Term Debt Instruments [Line Items] | |||||||||||||||||||||||||||||||||||||||
Monthly loan payment | $ 391,000 | ||||||||||||||||||||||||||||||||||||||
Loans | Trinity term loan, due 2022 | Prime rate | |||||||||||||||||||||||||||||||||||||||
Schedule of Long Term and Short Term Debt Instruments [Line Items] | |||||||||||||||||||||||||||||||||||||||
Basis spread on variable rate | 7.50% | ||||||||||||||||||||||||||||||||||||||
Loans | Trinity term loan, due 2022 | Class A | Common warrant | |||||||||||||||||||||||||||||||||||||||
Schedule of Long Term and Short Term Debt Instruments [Line Items] | |||||||||||||||||||||||||||||||||||||||
Conversion of convertible securities (in shares) | shares | 196,346,000 | ||||||||||||||||||||||||||||||||||||||
Loans | Trinity term loan, due 2022 | Class G | Common warrant | |||||||||||||||||||||||||||||||||||||||
Schedule of Long Term and Short Term Debt Instruments [Line Items] | |||||||||||||||||||||||||||||||||||||||
Warrants issued (in shares) | shares | 1,844,000 | 1,844 | 6,250 | ||||||||||||||||||||||||||||||||||||
Exercise price (in dollars per share) | $ / shares | $ 35.42 | $ 35.42 | $ 35.42 | ||||||||||||||||||||||||||||||||||||
Warrant Liability | $ 405,000 | ||||||||||||||||||||||||||||||||||||||
Loans | Tropez note | |||||||||||||||||||||||||||||||||||||||
Schedule of Long Term and Short Term Debt Instruments [Line Items] | |||||||||||||||||||||||||||||||||||||||
Principal amount | $ 2,000,000 | ||||||||||||||||||||||||||||||||||||||
Interest rate | 12.00% | ||||||||||||||||||||||||||||||||||||||
Extension term | 12 months | ||||||||||||||||||||||||||||||||||||||
Carrying amount | 0 | 2,000,000 | |||||||||||||||||||||||||||||||||||||
Outstanding amount | 0 | 2,000,000 | |||||||||||||||||||||||||||||||||||||
Repayment of debt | $ 2,346,000 | ||||||||||||||||||||||||||||||||||||||
Renewal period | 180 days | ||||||||||||||||||||||||||||||||||||||
Loans | PPP loan, due 2022 | |||||||||||||||||||||||||||||||||||||||
Schedule of Long Term and Short Term Debt Instruments [Line Items] | |||||||||||||||||||||||||||||||||||||||
Principal amount | $ 1,868,000 | ||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 21,000 | ||||||||||||||||||||||||||||||||||||||
Interest rate | 1.00% | ||||||||||||||||||||||||||||||||||||||
Carrying amount | 0 | 1,868,000 | |||||||||||||||||||||||||||||||||||||
Outstanding amount | 0 | $ 1,868,000 | |||||||||||||||||||||||||||||||||||||
Proceeds from issuance of long-term debt | $ 1,868,000 | ||||||||||||||||||||||||||||||||||||||
Gain (loss) on extinguishment of debt | $ 1,889,000 |
Debt - Components of Interest E
Debt - Components of Interest Expense on Debt (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of Long Term and Short Term Debt Instruments [Line Items] | ||
Amortization of discount and cost of issuance of debt | $ 198 | $ 249 |
Total | 1,239 | 2,193 |
Other debt | ||
Schedule of Long Term and Short Term Debt Instruments [Line Items] | ||
Contractual interest | 322 | 421 |
Amortization of discount and cost of issuance of debt | 60 | 139 |
Total | 382 | 560 |
Interest expense on Trinity Term Loan | Loans | ||
Schedule of Long Term and Short Term Debt Instruments [Line Items] | ||
Contractual interest | 719 | 1,523 |
Amortization of discount and cost of issuance of debt | 138 | 110 |
Total | $ 857 | $ 1,633 |
Debt - Maturities of Long-term
Debt - Maturities of Long-term Debt (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Debt Disclosure [Abstract] | |
2022 | $ 2,275 |
2023 | 1,469 |
2024 | 1,469 |
2025 | 1,469 |
Thereafter | 1,230 |
Total Debt | $ 7,912 |
Warrant Liability - Narrative (
Warrant Liability - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | Jun. 09, 2021 | Dec. 31, 2021 | Jun. 10, 2021 | Dec. 31, 2020 |
Class of Warrant or Right [Line Items] | ||||
Warrants outstanding (in shares) | 0 | |||
Warrant Liability | $ 100,467 | $ 74,408 | $ 0 | |
Class B | ||||
Class of Warrant or Right [Line Items] | ||||
Conversion of stock, shares converted (in shares) | 8,625,000 | |||
Class A | ||||
Class of Warrant or Right [Line Items] | ||||
Conversion of stock, shares issued (in shares) | 8,625,000 | |||
Public Warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants issued (in shares) | 17,250,000 | |||
Exercise price (in dollars per share) | $ 11.50 | |||
Warrant exercise period | 30 days | |||
Redemption price of warrants (in dollars per share) | $ 0.01 | |||
Redemption period | 30 days | |||
Stock price trigger (in dollars per share) | $ 18 | |||
Trading period | 30 days | |||
Redemption period, minimum sale price trading days | 20 days | |||
Warrant Liability | $ 42,435 | |||
Public Warrants | Minimum | ||||
Class of Warrant or Right [Line Items] | ||||
Stock price trigger (in dollars per share) | $ 18 | |||
Private Placement Warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Number of securities called by each warrant (in shares) | 1 | |||
Exercise price (in dollars per share) | $ 11.50 | |||
Private Placement Warrants | Thunder Bridge Acquisition II, Ltd | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants outstanding (in shares) | 8,650,000 | |||
Number of securities called by each warrant (in shares) | 1 | |||
Exercise price (in dollars per share) | $ 11.50 | |||
Working Capital Warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants issued upon conversion (in shares) | 1,500,000 | |||
Original debt amount | $ 1,500 |
Warrant Liability - Summary of
Warrant Liability - Summary of Warrants (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 31, 2021 | Jun. 10, 2021 | Dec. 31, 2020 |
Class of Warrant or Right [Line Items] | |||
Warrants outstanding (in shares) | 0 | ||
Initial Fair Value | $ 100,467 | $ 74,408 | $ 0 |
Public Warrants | |||
Class of Warrant or Right [Line Items] | |||
Warrants issued (in shares) | 17,250,000 | ||
Exercise price (in dollars per share) | $ 11.50 | ||
Redemption Price (in dollars per share) | $ 18 | ||
Initial Fair Value | 42,435 | ||
Private Warrants | |||
Class of Warrant or Right [Line Items] | |||
Warrants issued (in shares) | 10,150,000 | ||
Exercise price (in dollars per share) | $ 11.50 | ||
Initial Fair Value | $ 31,973 |
Contingent and Earn-Out Liabi_2
Contingent and Earn-Out Liabilities - Narrative (Details) | Oct. 01, 2021USD ($) | Jun. 10, 2021USD ($)tradingDay$ / sharesshares | May 13, 2020USD ($) | Nov. 09, 2021USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | May 31, 2021USD ($) |
Reverse Capitalization [Line Items] | |||||||
Earn-out liability | $ 119,759,000 | $ 0 | |||||
Gain (loss) from change in fair value of earn-out liabilities | (38,838,000) | $ (220,000) | |||||
OnDesign Israel | |||||||
Reverse Capitalization [Line Items] | |||||||
Contingent consideration | $ 4,000,000 | ||||||
Contingent consideration | 7,500,000 | ||||||
Business Combination, Consideration Transferred, Contingent | 4,000,000 | ||||||
City Semi | |||||||
Reverse Capitalization [Line Items] | |||||||
Business Combination, Consideration Transferred, Contingent | $ 1,180,000 | ||||||
Maximum contingent consideration | 2,000,000 | ||||||
First tranche | OnDesign Israel | |||||||
Reverse Capitalization [Line Items] | |||||||
Contingent consideration | 1,817,000 | ||||||
Contingent consideration | $ 2,500,000 | ||||||
Achievement period | 30 months | ||||||
First tranche | City Semi | |||||||
Reverse Capitalization [Line Items] | |||||||
Contingent consideration | 500,000 | $ 456,000 | |||||
Maximum contingent consideration | 500,000 | ||||||
Second tranche | OnDesign Israel | |||||||
Reverse Capitalization [Line Items] | |||||||
Contingent consideration | $ 2,222,000 | ||||||
Contingent consideration | $ 5,000,000 | ||||||
Achievement period | 36 months | ||||||
Second tranche | City Semi | |||||||
Reverse Capitalization [Line Items] | |||||||
Contingent consideration | $ 980,000 | $ 900,000 | |||||
Maximum contingent consideration | $ 1,500,000 | ||||||
Earnout shares | |||||||
Reverse Capitalization [Line Items] | |||||||
Earn-out liability (in shares) | shares | 10,000,000 | ||||||
Earnout period, threshold trading days (in trading days) | tradingDay | 20 | ||||||
Earnout period, threshold consecutive trading days (in trading days) | tradingDay | 30 | ||||||
Milestone one, earn out | |||||||
Reverse Capitalization [Line Items] | |||||||
Earn-out liability (in shares) | shares | 5,000,000 | ||||||
Earn-out liability | $ 158,517,000 | ||||||
Gain (loss) from change in fair value of earn-out liabilities | $ (38,758,000) | ||||||
Milestone one, earn out | Minimum | |||||||
Reverse Capitalization [Line Items] | |||||||
Earn-out liability, price trigger (in dollars per share) | $ / shares | $ 12.50 | ||||||
Milestone one, earn out | Maximum | |||||||
Reverse Capitalization [Line Items] | |||||||
Earn-out liability, price trigger (in dollars per share) | $ / shares | $ 15 | ||||||
Milestone two, earn out | |||||||
Reverse Capitalization [Line Items] | |||||||
Earn-out liability (in shares) | shares | 5,000,000 | ||||||
Escrow shares | |||||||
Reverse Capitalization [Line Items] | |||||||
Earn-out liability (in shares) | shares | 3,450,000 | ||||||
Milestone one, escrow shares | |||||||
Reverse Capitalization [Line Items] | |||||||
Percentage of shares by milestone | 0.50 | ||||||
Milestone two, escrow shares | |||||||
Reverse Capitalization [Line Items] | |||||||
Percentage of shares by milestone | 0.50 |
Simple Agreement for Future E_2
Simple Agreement for Future Equity ("SAFEs") - Narrative (Details) - USD ($) $ in Thousands | Jun. 10, 2021 | Jun. 09, 2021 | Apr. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Subsidiary or Equity Method Investee [Line Items] | |||||
Proceeds from issuance of SAFEs | $ 5,000 | $ 25,765 | |||
SAFEs | $ 86,100 | 102,700 | |||
Class A | |||||
Subsidiary or Equity Method Investee [Line Items] | |||||
SAFEs converted into Class A units (in shares) | 284,925 | ||||
Securities Subject to Mandatory Redemption | Class A | Common stock | |||||
Subsidiary or Equity Method Investee [Line Items] | |||||
SAFEs converted into Class A units (in shares) | 7,466,891 | ||||
Securities Subject to Mandatory Redemption | Common Stock Class V | Common stock | |||||
Subsidiary or Equity Method Investee [Line Items] | |||||
SAFEs converted into Class A units (in shares) | 454,077 | ||||
Financial instruments subject to mandatory redemption issued in 2020 | |||||
Subsidiary or Equity Method Investee [Line Items] | |||||
Proceeds from issuance of SAFEs | $ 25,765 | ||||
Minimum equity raise requiring exchange to SAFE holders | $ 35,000 | ||||
Financial Instruments Subject to Mandatory Redemption Issued in 2021 | |||||
Subsidiary or Equity Method Investee [Line Items] | |||||
Proceeds from issuance of SAFEs | $ 5,000 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | Jun. 10, 2021 | Jun. 09, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
SAFEs | $ 86,100 | $ 102,700 | ||
Share price (in dollars per share) | $ 10.87 | |||
Class A | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.1000 | $ 0.1000 | |
SAFEs converted into Class A units (in shares) | 284,925 | |||
Common Stock Class V | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Common stock, par value (in dollars per share) | $ 0.1000 | $ 0.1000 | ||
Securities Subject to Mandatory Redemption | Class A | Common stock | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
SAFEs converted into Class A units (in shares) | 7,466,891 | |||
Securities Subject to Mandatory Redemption | Common Stock Class V | Common stock | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
SAFEs converted into Class A units (in shares) | 454,077 | |||
Currency forward contract | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Derivative | $ 3,075 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value Hierarchy for Financial Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Oct. 01, 2021 | Jun. 10, 2021 | May 31, 2021 | Dec. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Warrant Liability | $ 100,467 | $ 74,408 | $ 0 | ||
SAFEs | $ 86,100 | 102,700 | |||
OnDesign Israel | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Contingent consideration | $ 4,000 | ||||
First tranche | OnDesign Israel | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Contingent consideration | 1,817 | ||||
First tranche | City Semi | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Contingent consideration | $ 456 | 500 | |||
Second tranche | OnDesign Israel | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Contingent consideration | 2,222 | ||||
Second tranche | City Semi | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Contingent consideration | 980 | 900 | |||
Level 1 | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Warrant Liability | 0 | ||||
SAFEs | 0 | ||||
Level 1 | First tranche | OnDesign Israel | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Contingent consideration | 0 | ||||
Level 1 | First tranche | City Semi | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Contingent consideration | 0 | ||||
Level 1 | Second tranche | OnDesign Israel | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Contingent consideration | 0 | ||||
Level 1 | Second tranche | City Semi | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Contingent consideration | 0 | 0 | |||
Level 2 | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Warrant Liability | 0 | ||||
SAFEs | 0 | ||||
Level 2 | First tranche | OnDesign Israel | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Contingent consideration | 0 | ||||
Level 2 | First tranche | City Semi | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Contingent consideration | 0 | ||||
Level 2 | Second tranche | OnDesign Israel | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Contingent consideration | 0 | ||||
Level 2 | Second tranche | City Semi | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Contingent consideration | 0 | 0 | |||
Level 3 | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Warrant Liability | 100,467 | ||||
SAFEs | 102,700 | ||||
Level 3 | First tranche | OnDesign Israel | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Contingent consideration | 1,817 | ||||
Level 3 | First tranche | City Semi | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Contingent consideration | 500 | ||||
Level 3 | Second tranche | OnDesign Israel | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Contingent consideration | 2,222 | ||||
Level 3 | Second tranche | City Semi | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Contingent consideration | $ 980 | $ 900 |
Fair Value Measurements - Unobs
Fair Value Measurements - Unobservable Input Reconciliation (Details) | Dec. 31, 2021 | Dec. 31, 2020 |
Discount rate | Option pricing model | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
SAFEs, measurement input | 0.75 | |
Discount rate | Discounted cash flow | Contingent consideration, tranche one | City Semi | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration, measurement input | 0.103 | |
Discount rate | Discounted cash flow | Contingent consideration, tranche one | OnDesign Israel | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration, measurement input | 4.37 | |
Discount rate | Discounted cash flow | Contingent consideration, tranche two | City Semi | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration, measurement input | 0.108 | 0.103 |
Discount rate | Discounted cash flow | Contingent consideration, tranche two | OnDesign Israel | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration, measurement input | 4.37 | |
Volatility | Option pricing model | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
SAFEs, measurement input | 0.40 | |
Warrant, measurement input | 0.360 | |
Volatility | Option pricing model | Milestone two, earn out | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent earn-out, measurement input | 0.40 | |
Geometric Brownian Motion | Option pricing model | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
SAFEs, measurement input | 0.0098 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Stockholders' Equity (Details) - shares | Jun. 10, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Capital Unit [Line Items] | ||||
Outstanding (in shares) | 2,930,711 | 0 | 0 | 0 |
Authorized (in shares) | 4,908,393 | |||
Issued (in shares) | 3,004,885 | |||
Previously Reported | ||||
Capital Unit [Line Items] | ||||
Outstanding (in shares) | 2,287,279 | 2,251,020 | ||
Authorized (in shares) | 4,908,393 | |||
Issued (in shares) | 2,425,474 | |||
Common Units, Except Common Unit Class H | ||||
Capital Unit [Line Items] | ||||
Outstanding (in shares) | 2,926,211 | |||
Common Units, Except Common Unit Class H | Class A | ||||
Capital Unit [Line Items] | ||||
Conversion of common units into common stock (in shares) | 53,234,572 | |||
Common Units, Except Common Unit Class H | Common Stock Class V | ||||
Capital Unit [Line Items] | ||||
Conversion of common units into common stock (in shares) | 33,827,371 | |||
Class A | ||||
Capital Unit [Line Items] | ||||
Outstanding (in shares) | 1,381,424 | |||
Authorized (in shares) | 3,136,518 | |||
Issued (in shares) | 1,381,424 | |||
Class A | Previously Reported | ||||
Capital Unit [Line Items] | ||||
Outstanding (in shares) | 911,500 | |||
Authorized (in shares) | 3,136,518 | |||
Issued (in shares) | 911,500 | |||
Class A | Class A | ||||
Capital Unit [Line Items] | ||||
Conversion of common units into common stock (in shares) | 12,612,470 | |||
Class A | Common Stock Class V | ||||
Capital Unit [Line Items] | ||||
Conversion of common units into common stock (in shares) | 25,791,473 | |||
Class B | ||||
Capital Unit [Line Items] | ||||
Outstanding (in shares) | 293,221 | |||
Authorized (in shares) | 513,846 | |||
Issued (in shares) | 367,395 | |||
Class B | Previously Reported | ||||
Capital Unit [Line Items] | ||||
Outstanding (in shares) | 229,732 | |||
Authorized (in shares) | 513,846 | |||
Issued (in shares) | 367,927 | |||
Class B | Class A | ||||
Capital Unit [Line Items] | ||||
Conversion of common units into common stock (in shares) | 9,564,150 | |||
Class B | Common Stock Class V | ||||
Capital Unit [Line Items] | ||||
Conversion of common units into common stock (in shares) | 0 | |||
Class C | ||||
Capital Unit [Line Items] | ||||
Outstanding (in shares) | 400,000 | |||
Authorized (in shares) | 400,000 | |||
Issued (in shares) | 400,000 | |||
Class C | Previously Reported | ||||
Capital Unit [Line Items] | ||||
Outstanding (in shares) | 300,000 | |||
Authorized (in shares) | 400,000 | |||
Issued (in shares) | 300,000 | |||
Class C | Class A | ||||
Capital Unit [Line Items] | ||||
Conversion of common units into common stock (in shares) | 11,520,101 | |||
Class C | Common Stock Class V | ||||
Capital Unit [Line Items] | ||||
Conversion of common units into common stock (in shares) | 0 | |||
Class D | ||||
Capital Unit [Line Items] | ||||
Outstanding (in shares) | 236,521 | |||
Authorized (in shares) | 236,521 | |||
Issued (in shares) | 236,521 | |||
Class D | Previously Reported | ||||
Capital Unit [Line Items] | ||||
Outstanding (in shares) | 236,521 | |||
Authorized (in shares) | 236,521 | |||
Issued (in shares) | 236,521 | |||
Class D | Class A | ||||
Capital Unit [Line Items] | ||||
Conversion of common units into common stock (in shares) | 1,568,565 | |||
Class D | Common Stock Class V | ||||
Capital Unit [Line Items] | ||||
Conversion of common units into common stock (in shares) | 5,806,776 | |||
Class E | ||||
Capital Unit [Line Items] | ||||
Outstanding (in shares) | 112,916 | |||
Authorized (in shares) | 112,916 | |||
Issued (in shares) | 112,916 | |||
Class E | Previously Reported | ||||
Capital Unit [Line Items] | ||||
Outstanding (in shares) | 112,916 | |||
Authorized (in shares) | 112,916 | |||
Issued (in shares) | 112,916 | |||
Class E | Class A | ||||
Capital Unit [Line Items] | ||||
Conversion of common units into common stock (in shares) | 1,309,971 | |||
Class E | Common Stock Class V | ||||
Capital Unit [Line Items] | ||||
Conversion of common units into common stock (in shares) | 2,229,122 | |||
Class F | ||||
Capital Unit [Line Items] | ||||
Outstanding (in shares) | 492,110 | |||
Authorized (in shares) | 492,110 | |||
Issued (in shares) | 492,110 | |||
Class F | Previously Reported | ||||
Capital Unit [Line Items] | ||||
Outstanding (in shares) | 492,110 | |||
Authorized (in shares) | 492,110 | |||
Issued (in shares) | 492,110 | |||
Class F | Class A | ||||
Capital Unit [Line Items] | ||||
Conversion of common units into common stock (in shares) | 16,380,782 | |||
Class F | Common Stock Class V | ||||
Capital Unit [Line Items] | ||||
Conversion of common units into common stock (in shares) | 0 | |||
Class G | ||||
Capital Unit [Line Items] | ||||
Outstanding (in shares) | 10,019 | |||
Authorized (in shares) | 11,482 | |||
Issued (in shares) | 10,019 | |||
Class G | Previously Reported | ||||
Capital Unit [Line Items] | ||||
Outstanding (in shares) | 0 | |||
Authorized (in shares) | 11,482 | |||
Issued (in shares) | 0 | |||
Class G | Class A | ||||
Capital Unit [Line Items] | ||||
Conversion of common units into common stock (in shares) | 278,533 | |||
Class G | Common Stock Class V | ||||
Capital Unit [Line Items] | ||||
Conversion of common units into common stock (in shares) | 0 | |||
Class H | ||||
Capital Unit [Line Items] | ||||
Outstanding (in shares) | 4,500 | |||
Authorized (in shares) | 5,000 | |||
Issued (in shares) | 4,500 | |||
Class H | Previously Reported | ||||
Capital Unit [Line Items] | ||||
Outstanding (in shares) | 4,500 | |||
Authorized (in shares) | 5,000 | |||
Issued (in shares) | 4,500 |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Details) $ / shares in Units, $ in Thousands | Jun. 10, 2021USD ($)shares | Jul. 25, 2017USD ($)$ / sharesshares | Aug. 28, 2015USD ($)$ / sharesshares | Jul. 24, 2015USD ($)$ / sharesshares | Dec. 28, 2012USD ($)$ / sharesshares | Feb. 09, 2007shares | May 31, 2020shares | Jun. 30, 2018USD ($)$ / sharesshares | Dec. 31, 2021USD ($)vote$ / sharesshares | Dec. 31, 2020USD ($) | Jun. 09, 2021$ / shares | Jun. 08, 2021shares | Feb. 03, 2021shares | Oct. 31, 2020shares | Oct. 01, 2020$ / sharesshares | Dec. 31, 2019shares | Apr. 30, 2018$ / sharesshares | Mar. 31, 2018$ / sharesshares | Aug. 31, 2017shares |
Capital Unit [Line Items] | |||||||||||||||||||
Payments for repurchase of equity | $ | $ 900 | $ 900 | $ 0 | ||||||||||||||||
Price per share of stock sold (in dollars per share) | $ / shares | $ 10 | ||||||||||||||||||
Total proceeds | $ | $ 150,000 | ||||||||||||||||||
Authorized (in shares) | 4,908,393 | ||||||||||||||||||
Percentage milestone of return on capital investment | 50.00% | ||||||||||||||||||
Percentage milestone of return on fixed preference | 150.00% | ||||||||||||||||||
Percentage return on capital | 100.00% | ||||||||||||||||||
Public offering share price (in dollars per share) | $ / shares | $ 180.53 | ||||||||||||||||||
Public offering consideration | $ | $ 200,000 | ||||||||||||||||||
Class A | |||||||||||||||||||
Capital Unit [Line Items] | |||||||||||||||||||
Number of shares issued in transaction (in shares) | 911,500 | ||||||||||||||||||
Capital shares reserved for future issuance (in shares) | 185,000 | ||||||||||||||||||
Authorized (in shares) | 3,136,518 | ||||||||||||||||||
Votes per share (in votes) | vote | 1.47 | ||||||||||||||||||
Class C | |||||||||||||||||||
Capital Unit [Line Items] | |||||||||||||||||||
Number of shares issued in transaction (in shares) | 300,000 | ||||||||||||||||||
Price per share of stock sold (in dollars per share) | $ / shares | $ 0.01 | ||||||||||||||||||
Total proceeds | $ | $ 3 | ||||||||||||||||||
Capital shares reserved for future issuance (in shares) | 100,000 | ||||||||||||||||||
Authorized (in shares) | 400,000 | ||||||||||||||||||
Class B | |||||||||||||||||||
Capital Unit [Line Items] | |||||||||||||||||||
Authorized (in shares) | 513,846 | ||||||||||||||||||
Class D | |||||||||||||||||||
Capital Unit [Line Items] | |||||||||||||||||||
Number of shares issued in transaction (in shares) | 221,739 | ||||||||||||||||||
Price per share of stock sold (in dollars per share) | $ / shares | $ 33.82 | ||||||||||||||||||
Total proceeds | $ | $ 7,215 | ||||||||||||||||||
Authorized (in shares) | 236,521 | ||||||||||||||||||
Stock issuance costs paid | $ | $ 285 | ||||||||||||||||||
Class E | |||||||||||||||||||
Capital Unit [Line Items] | |||||||||||||||||||
Number of shares issued in transaction (in shares) | 112,916 | ||||||||||||||||||
Price per share of stock sold (in dollars per share) | $ / shares | $ 35.42 | ||||||||||||||||||
Total proceeds | $ | $ 3,963 | ||||||||||||||||||
Authorized (in shares) | 112,916 | ||||||||||||||||||
Stock issuance costs paid | $ | $ 37 | ||||||||||||||||||
Class G | |||||||||||||||||||
Capital Unit [Line Items] | |||||||||||||||||||
Authorized (in shares) | 11,482 | ||||||||||||||||||
Class F | |||||||||||||||||||
Capital Unit [Line Items] | |||||||||||||||||||
Number of shares issued in transaction (in shares) | 492,110 | ||||||||||||||||||
Price per share of stock sold (in dollars per share) | $ / shares | $ 54.87 | ||||||||||||||||||
Total proceeds | $ | $ 26,790 | ||||||||||||||||||
Authorized (in shares) | 492,110 | ||||||||||||||||||
Stock issuance costs paid | $ | $ 210 | ||||||||||||||||||
Class H | |||||||||||||||||||
Capital Unit [Line Items] | |||||||||||||||||||
Authorized (in shares) | 5,000 | ||||||||||||||||||
Class B, C, D, E and F Units | |||||||||||||||||||
Capital Unit [Line Items] | |||||||||||||||||||
Votes per share (in votes) | vote | 1 | ||||||||||||||||||
City Semi | Class H | |||||||||||||||||||
Capital Unit [Line Items] | |||||||||||||||||||
Equity interest issued or issuable (in shares) | 4,500 | ||||||||||||||||||
Members' Equity | Class B | |||||||||||||||||||
Capital Unit [Line Items] | |||||||||||||||||||
Authorized (in shares) | 513,846 | 243,000 | |||||||||||||||||
Common warrant | Trinity term loan, due 2022 | Class G | |||||||||||||||||||
Capital Unit [Line Items] | |||||||||||||||||||
Warrants issued (in shares) | 6,250 | ||||||||||||||||||
Exercise price (in dollars per share) | $ / shares | $ 35.42 | ||||||||||||||||||
Common warrant | Trinity term loan, due 2022 | Class G | Loans | |||||||||||||||||||
Capital Unit [Line Items] | |||||||||||||||||||
Warrants issued (in shares) | 1,844,000 | 1,844 | 6,250 | ||||||||||||||||
Exercise price (in dollars per share) | $ / shares | $ 35.42 | $ 35.42 | $ 35.42 | ||||||||||||||||
Common warrant | PacWest Term Loan and Revolving Line of Credit | Line of credit | |||||||||||||||||||
Capital Unit [Line Items] | |||||||||||||||||||
Warrants issued (in shares) | 3,388 | 3,388,000 | |||||||||||||||||
Private Warrants | |||||||||||||||||||
Capital Unit [Line Items] | |||||||||||||||||||
Warrants issued (in shares) | 10,150,000 | ||||||||||||||||||
Exercise price (in dollars per share) | $ / shares | $ 11.50 | ||||||||||||||||||
Investor | Class D | |||||||||||||||||||
Capital Unit [Line Items] | |||||||||||||||||||
Number of shares issued in transaction (in shares) | 14,782 | ||||||||||||||||||
Price per share of stock sold (in dollars per share) | $ / shares | $ 33.82 | ||||||||||||||||||
Total proceeds | $ | $ 500 | ||||||||||||||||||
PacWest | Private Warrants | Class G | |||||||||||||||||||
Capital Unit [Line Items] | |||||||||||||||||||
Warrants issued (in shares) | 3,388 | ||||||||||||||||||
Warrants demanded (in shares) | 52,632 |
Noncontrolling Interest - Narra
Noncontrolling Interest - Narrative (Details) | Jun. 10, 2021voteshares | Dec. 31, 2021shares | Dec. 31, 2020shares |
Common Stock Class V | |||
Noncontrolling Interest [Line Items] | |||
Common stock, shares issued (in shares) | 30,448,081 | 33,373,294 | |
Common stock, shares outstanding (in shares) | 30,448,081 | 33,373,294 | |
Common Units, Except Common Unit Class H | Common Stock Class V | |||
Noncontrolling Interest [Line Items] | |||
Conversion of common units into common stock (in shares) | 33,827,371 | ||
Common stock, votes per share (in votes) | vote | 1 | ||
Ay Dee Kay, LLC | |||
Noncontrolling Interest [Line Items] | |||
Ownership interest by noncontrolling owners | 26.00% | ||
Ownership percentage by parent | 78.00% | ||
Wuxi indie Microelectronics Ltd. | Ay Dee Kay, LLC | |||
Noncontrolling Interest [Line Items] | |||
Ownership percentage by parent | 50.00% | 50.00% |
Revenue - Disaggregation of Rev
Revenue - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 48,412 | $ 22,610 |
United States | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 11,313 | 4,281 |
China | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 25,973 | 14,297 |
Latin America | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 5,192 | 1,530 |
Rest of Asia Pacific | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 1,006 | 1,478 |
Europe | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 4,928 | $ 1,024 |
Revenue - Narrative (Details)
Revenue - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||
Contract asset | $ 402 | $ 55 |
Contract revenue | ||
Disaggregation of Revenue [Line Items] | ||
Revenue recognized from previously recorded contract liabilities | $ 1,665 | $ 2,143 |
Customer Concentration Risk | Accounts receivable | Largest customer | ||
Disaggregation of Revenue [Line Items] | ||
Concentration risk | 31.00% | 34.00% |
Customer Concentration Risk | Accounts receivable | Second largest customer | ||
Disaggregation of Revenue [Line Items] | ||
Concentration risk | 12.00% |
Revenue - Contract Liabilities
Revenue - Contract Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Revenue from Contract with Customer [Abstract] | ||
Deferred revenue | $ 1,840 | $ 1,665 |
Revenue - Performance Obligatio
Revenue - Performance Obligation (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | $ 8,972 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation (as a percent) | 55.00% |
Remaining performance obligation period | 12 months |
Revenue - Schedules of Customer
Revenue - Schedules of Customers Accounting for More Than 10% of Total Revenue (Details) - Total revenue - Customer Concentration Risk | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Customer A | ||
Disaggregation of Revenue [Line Items] | ||
Concentration risk | 39.00% | 57.00% |
Customer B | ||
Disaggregation of Revenue [Line Items] | ||
Concentration risk | 4.60% | 12.90% |
Share-Based Compensation - Narr
Share-Based Compensation - Narrative (Details) | Dec. 31, 2021USD ($)$ / sharesshares | Oct. 12, 2021 | Aug. 27, 2021USD ($) | Jun. 10, 2021shares | Jan. 29, 2021$ / sharesshares | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 09, 2021shares | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019$ / shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Recapitalization exchange ratio | 27.80 | |||||||||
Stock compensation expense | $ | $ 22,905,000 | $ 0 | ||||||||
Total unrecognized compensation cost related to profit interests | $ | $ 43,548,000 | $ 43,548,000 | $ 43,548,000 | |||||||
Weighted average remaining vesting period | 3 years 4 months 24 days | |||||||||
TeraXion | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Options assumed (in shares) | 1,542,332 | |||||||||
Purchase price - equity consideration | $ | $ 82,441,000 | |||||||||
2021 Omnibus Equity Incentive Plan | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Number of units authorized (in shares) | 10,368,750 | |||||||||
Number of units available for grant(in shares) | 6,311,665 | 6,311,665 | 6,311,665 | |||||||
Profit interest | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Award vesting period | 4 years | |||||||||
Stock compensation expense | $ | $ 0 | |||||||||
Weighted-average grant date fair value (in dollars per share) | $ / shares | $ 9 | $ 3.28 | ||||||||
Vested (in shares) | 3,070,760 | 882,872 | ||||||||
Grant date fair value (in dollars per share) | $ / shares | $ 7.79 | $ 7.79 | $ 7.79 | $ 2.61 | $ 0.09 | |||||
Granted (in shares) | 6,237,471 | 3,358,240 | ||||||||
Profit interest | One year milestone | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Award vesting period | 12 months | |||||||||
Vesting percentage | 25.00% | |||||||||
Profit interest | Remaining three years | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Award vesting period | 3 years | |||||||||
Vesting percentage | 75.00% | |||||||||
Profit interest | Class A | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Number of units authorized (in shares) | 14,284,919 | 14,284,919 | 14,284,919 | |||||||
Granted (in shares) | 0 | |||||||||
Profit interest | Common Units | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Number of units authorized (in shares) | 513,846 | 513,846 | 513,846 | |||||||
Unvested Restricted stock units | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Award vesting period | 4 years | |||||||||
Stock compensation expense | $ | $ 0 | |||||||||
Weighted-average grant date fair value (in dollars per share) | $ / shares | $ 6.83 | |||||||||
Vested (in shares) | 0 | |||||||||
Unvested Restricted stock units | One year milestone | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Award vesting period | 12 months | |||||||||
Vesting percentage | 25.00% | |||||||||
Unvested Restricted stock units | Remaining three years | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Award vesting period | 3 years | |||||||||
Vesting percentage | 75.00% | |||||||||
Unvested Restricted stock units | Class A | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Number of units authorized (in shares) | 1,751,360 | |||||||||
Unvested Restricted stock units | Common Units | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Number of units authorized (in shares) | 62,998 | |||||||||
Unvested Earn-out Shares | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Grant date fair value | $ | $ 3,919,000 | $ 3,919,000 | $ 3,919,000 | |||||||
Grant date fair value (in dollars per share) | $ / shares | $ 9.20 | $ 9.20 | $ 9.20 | |||||||
RSU | 2021 Omnibus Equity Incentive Plan | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Award vesting period | 4 years | |||||||||
Option | TeraXion | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Award expiration period | 10 years |
Share-Based Compensation - Weig
Share-Based Compensation - Weighted Average Assumptions (Details) - Profit interest | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Risk-free rate | 1.50% |
Volatility factor | 54.00% |
Geometric Brownian Motion | 0.853 |
Share-Based Compensation - Comp
Share-Based Compensation - Components of Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock compensation expense | $ 22,905 | $ 0 |
Research and development. | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock compensation expense | 9,721 | 0 |
Selling, general, and administrative | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock compensation expense | $ 13,184 | $ 0 |
Share-Based Compensation - Roll
Share-Based Compensation - Roll Forward (Details) - Profit interest - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Profit interest activity | ||
Beginning balance, Nonvested profit interest (in shares) | 3,841,822 | 1,709,478 |
Granted (in shares) | 6,237,471 | 3,358,240 |
Vested (in shares) | (3,070,760) | (882,872) |
Forfeited (in shares) | (337,026) | (343,024) |
Ending balance, Nonvested profit interest (in shares) | 6,671,507 | 3,841,822 |
Weighted Average Grant Date Fair Value | ||
Beginning balance, weighted-average grant date fair value (in dollars per share) | $ 2.61 | $ 0.09 |
Granted (in dollars per share) | 9 | 3.28 |
Vested (in dollars per share) | 4.17 | 0.55 |
Forfeited (in dollars per share) | 4.04 | 0.09 |
Ending balance, weighted-average grant date fair value (in dollars per share) | $ 7.79 | $ 2.61 |
Shares Retained to Cover Statutory Minimum Withholding Taxes | ||
Vested and retained (in shares) | 153,636 | 0 |
Share-Based Compensation - Opti
Share-Based Compensation - Option Activity (Details) $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Options | |
Beginning balance (in shares) | shares | 0 |
Issued in connection with ABC acquisition (in shares) | shares | 1,542,332 |
Exercised (in shares) | shares | (92,251) |
Forfeited or expired (in shares) | shares | 0 |
Ending balance (in shares) | shares | 1,450,081 |
Exercisable (in shares) | shares | 1,450,081 |
Vested or expected to vest (in shares) | shares | 1,450,081 |
Weighted-average exercise price | |
Beginning balance (in dollars per share) | $ / shares | $ 0 |
Assumed from acquisition (in dollars per share) | $ / shares | 0.23 |
Exercised (in dollars per share) | $ / shares | 0.71 |
Forfeited or expired (in dollars per share) | $ / shares | 0 |
Ending balance (in dollars per share) | $ / shares | 0.20 |
Exercisable (in dollars per share) | $ / shares | 0.20 |
Vested or expected to vest (in dollars per share) | $ / shares | $ 0.20 |
Additional disclosures | |
Outstanding, weighted average remaining contractual term (years) | 5 years 11 months 4 days |
Exercisable, weighted average remaining contractual term (years) | 5 years 11 months 4 days |
Vested and expected to vest, weighted average remaining contractual term (years) | 5 years 11 months 4 days |
Outstanding, aggregate intrinsic value | $ | $ 17,095 |
Exercisable, aggregate intrinsic value | $ | 17,095 |
Vested or expected to vest, aggregate intrinsic value | $ | $ 17,095 |
Net Loss per Common Share - Bas
Net Loss per Common Share - Basic and Diluted Net Loss Per Common Unit (Details) - USD ($) $ / shares in Units, $ in Thousands | 5 Months Ended | 7 Months Ended | 12 Months Ended | ||
Jun. 10, 2021 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Numerator: | |||||
Net loss | $ (3,205) | $ (115,402) | $ (118,607) | $ (98,364) | |
Less: Net loss attributable to noncontrolling interest | (30,563) | (866) | |||
Net loss attributable to indie Semiconductor, Inc. | (88,044) | (97,498) | |||
Net loss attributable to common shares - dilutive | $ (88,044) | $ (97,498) | |||
Denominator: | |||||
Weighted average shares outstanding - basic (in shares) | [1] | 70,012,112 | 31,244,414 | ||
Weighted average common shares outstanding - diluted (in shares) | [1] | 70,012,112 | 31,244,414 | ||
Earnings Per Unit: | |||||
Net loss per unit attributable to common unitholders, basic (in dollars per unit) | $ (1.26) | $ (3.12) | |||
Net loss per unit attributable to common unitholders, diluted(in dollars per unit) | $ (1.26) | $ (3.12) | |||
[1] | (1) Retroactively restated to give effect to the reverse recapitalization. |
Net Loss per Common Share - Ant
Net Loss per Common Share - Antidilutive Units Excluded from Computation of Net Loss Per Unit (Details) - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially antidilutive securities excluded from the calculation of net loss per unit (in shares) | 76,244,588 | 45,041,798 |
SAFEs | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially antidilutive securities excluded from the calculation of net loss per unit (in shares) | 0 | 4,711,711 |
Unvested Class B units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially antidilutive securities excluded from the calculation of net loss per unit (in shares) | 1,612,797 | 3,841,856 |
Unvested Phantom units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially antidilutive securities excluded from the calculation of net loss per unit (in shares) | 1,188,862 | 0 |
Unvested Restricted stock units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially antidilutive securities excluded from the calculation of net loss per unit (in shares) | 3,869,848 | 0 |
Convertible preferred units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially antidilutive securities excluded from the calculation of net loss per unit (in shares) | 0 | 35,935,292 |
Warrants to purchase Class G units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially antidilutive securities excluded from the calculation of net loss per unit (in shares) | 0 | 267,939 |
Convertible debt into Class A and preferred units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially antidilutive securities excluded from the calculation of net loss per unit (in shares) | 0 | 285,000 |
Convertible Class V common shares | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially antidilutive securities excluded from the calculation of net loss per unit (in shares) | 30,448,081 | 0 |
Public Warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially antidilutive securities excluded from the calculation of net loss per unit (in shares) | 17,250,000 | 0 |
Private Warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially antidilutive securities excluded from the calculation of net loss per unit (in shares) | 10,150,000 | 0 |
Earn-out Shares | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially antidilutive securities excluded from the calculation of net loss per unit (in shares) | 10,000,000 | 0 |
Escrow Shares | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially antidilutive securities excluded from the calculation of net loss per unit (in shares) | 1,725,000 | 0 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income before Income Tax, Domestic and Foreign (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
United States | $ (117,761) | $ (96,544) |
Foreign | (1,173) | (1,791) |
Net loss before income taxes | $ (118,934) | $ (98,335) |
Income Taxes - Components of th
Income Taxes - Components of the Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Current expense: | ||
Federal | $ 0 | $ 0 |
State | 8 | 0 |
Foreign | 181 | 18 |
Total current expense: | 189 | 18 |
Deferred expense: | ||
Federal | 0 | 0 |
State | 0 | 0 |
Foreign | (516) | 11 |
Total deferred expense: | (516) | 11 |
Total income tax expense | $ (327) | $ 29 |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Income Tax Disclosure [Abstract] | |||
Reserves and accruals | $ 310 | $ 114 | |
Investment in Ay Dee Kay, LLC | 41,788 | 0 | |
Net operating loss (“NOL”) carryforwards | 11,493 | 1,071 | |
Total Deferred Tax Assets before Valuation Allowance | 53,591 | 1,185 | |
Valuation Allowance | (53,430) | (1,040) | $ (617) |
Deferred Tax Assets – net of Valuation Allowance | 161 | 145 | |
Fixed Assets | (56) | (33) | |
Intangibles | (21,269) | (145) | |
Total Deferred Tax Liabilities | (21,325) | (178) | |
Net Deferred Tax Liabilities | $ (21,164) | $ (33) |
Income Taxes - Changes in the V
Income Taxes - Changes in the Valuation Allowance for Deferred Tax Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Beginning balance | $ 1,040 | $ 617 |
Increases recorded to tax provision | 52,390 | 423 |
Decreases recorded as a benefit to income tax provision | 0 | 0 |
Ending balance | $ 53,430 | $ 1,040 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Contingency [Line Items] | ||
Net operating loss (“NOL”) carryforwards | $ 11,493,000 | $ 1,071,000 |
Unrecognized tax benefits | 0 | 0 |
Accrued interest or penalties | 0 | 0 |
Unrecognized tax benefits, related expenses | 0 | $ 0 |
Federal | ||
Income Tax Contingency [Line Items] | ||
Net operating loss (“NOL”) carryforwards | 11,037,000 | |
Operating loss carryforwards | 37,791,000 | |
State | ||
Income Tax Contingency [Line Items] | ||
Operating loss carryforwards | 36,081,000 | |
Foreign | ||
Income Tax Contingency [Line Items] | ||
Operating loss carryforwards | 4,418,000 | |
Foreign | Canada Revenue Agency | ||
Income Tax Contingency [Line Items] | ||
R&D tax credit | $ 895,000 |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Income tax provision at U.S. statutory federal rate | $ (25,509) | $ (20,650) |
State income tax provision, net of federal income tax effect | (5,891) | 0 |
Foreign taxes provision | 22 | (72) |
Noncontrolling interest | 6,764 | 0 |
Valuation allowance reductions (increases) | 24,150 | 470 |
Research and other tax credits | (270) | (37) |
Tax benefits on vested and exercised equity awards | 404 | 0 |
Partnership/non-taxable income | 0 | 20,512 |
Other | 3 | (194) |
Total income tax expense | $ (327) | $ 29 |
Supplemental Financial Inform_3
Supplemental Financial Information - Summary (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Accrued payroll and employee benefits | $ 4,021 | $ 107 |
Accrued purchase consideration from business combinations | 7,500 | 500 |
City Semi deferred compensation | 833 | 0 |
Accrued interest | 0 | 785 |
Other | 6,289 | 1,130 |
Accrued expenses and other current liabilities | $ 18,643 | $ 2,522 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) $ / shares in Units, $ in Thousands | Aug. 01, 2015USD ($)ft² | Oct. 31, 2021USD ($) | May 31, 2021USD ($) | Jan. 31, 2020USD ($) | Oct. 31, 2017USD ($) | Jul. 31, 2015USD ($)ft² | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($) | Jun. 08, 2021shares | Feb. 03, 2021shares | Oct. 31, 2020shares | Oct. 01, 2020$ / sharesshares | Apr. 30, 2018$ / sharesshares | Mar. 31, 2018$ / sharesshares | Aug. 31, 2017shares | Oct. 31, 2015 |
Other Commitments [Line Items] | ||||||||||||||||
Term of option to extend | 5 years | |||||||||||||||
Royalty expense | $ 810 | $ 386 | ||||||||||||||
Accrued royalties | $ 264 | $ 139 | ||||||||||||||
Common warrant | PacWest Term Loan and Revolving Line of Credit | Line of credit | ||||||||||||||||
Other Commitments [Line Items] | ||||||||||||||||
Warrants issued (in shares) | shares | 3,388 | 3,388,000 | ||||||||||||||
Common warrant | Trinity term loan, due 2022 | Class G | ||||||||||||||||
Other Commitments [Line Items] | ||||||||||||||||
Warrants issued (in shares) | shares | 6,250 | |||||||||||||||
Exercise price (in dollars per share) | $ / shares | $ 35.42 | |||||||||||||||
Common warrant | Trinity term loan, due 2022 | Loans | Class G | ||||||||||||||||
Other Commitments [Line Items] | ||||||||||||||||
Warrants issued (in shares) | shares | 1,844,000 | 1,844 | 6,250 | |||||||||||||
Exercise price (in dollars per share) | $ / shares | $ 35.42 | $ 35.42 | $ 35.42 | |||||||||||||
Private Warrants | ||||||||||||||||
Other Commitments [Line Items] | ||||||||||||||||
Warrants issued (in shares) | shares | 10,150,000 | |||||||||||||||
Exercise price (in dollars per share) | $ / shares | $ 11.50 | |||||||||||||||
Private Warrants | Class G | PacWest | ||||||||||||||||
Other Commitments [Line Items] | ||||||||||||||||
Warrants issued (in shares) | shares | 3,388 | |||||||||||||||
Warrants demanded (in shares) | shares | 52,632 | |||||||||||||||
Aliso Viejo headquarters | ||||||||||||||||
Other Commitments [Line Items] | ||||||||||||||||
Lease term | 5 years | |||||||||||||||
Square footage of lease space (in square feet) | ft² | 18,000 | 14,881 | ||||||||||||||
Security deposit | $ 30 | |||||||||||||||
Lowest tier of letter of credit | $ 200 | |||||||||||||||
Monthly rent | $ 38 | |||||||||||||||
Scotland Design Center facility | ||||||||||||||||
Other Commitments [Line Items] | ||||||||||||||||
Lease term | 5 years | |||||||||||||||
Monthly rent | $ 16 | |||||||||||||||
Wuxi sales and design center | ||||||||||||||||
Other Commitments [Line Items] | ||||||||||||||||
Lease term | 26 months | |||||||||||||||
Monthly rent | $ 8 | |||||||||||||||
Detroit, Michigan | ||||||||||||||||
Other Commitments [Line Items] | ||||||||||||||||
Lease term | 7 years | |||||||||||||||
Monthly rent | $ 22 | |||||||||||||||
Austin, Texas design center | ||||||||||||||||
Other Commitments [Line Items] | ||||||||||||||||
Lease term | 5 years | |||||||||||||||
Monthly rent | $ 13 | |||||||||||||||
TeraXion office building | ||||||||||||||||
Other Commitments [Line Items] | ||||||||||||||||
Monthly rent | 38 | |||||||||||||||
TeraXion warehouse | ||||||||||||||||
Other Commitments [Line Items] | ||||||||||||||||
Monthly rent | $ 3 |
Commitments and Contingencies_2
Commitments and Contingencies - Rent Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Other Commitments [Line Items] | ||
Rent expense | $ 1,242 | $ 1,932 |
Research and development. | ||
Other Commitments [Line Items] | ||
Rent expense | 966 | 1,381 |
Selling, general, and administrative | ||
Other Commitments [Line Items] | ||
Rent expense | 252 | 551 |
Cost of goods sold | ||
Other Commitments [Line Items] | ||
Rent expense | $ 24 | $ 0 |
Commitments and Contingencies_3
Commitments and Contingencies - Future Minimum Lease Payments (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2022 | $ 1,869 |
2023 | 1,674 |
2024 | 1,303 |
2025 | 1,177 |
2026 | 1,201 |
Thereafter | 1,686 |
Total | $ 8,910 |
Geographical Information (Detai
Geographical Information (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Property and equipment, net | $ 11,090 | $ 2,169 |
Canada | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Property and equipment, net | 5,802 | 0 |
United States | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Property and equipment, net | 2,786 | 1,718 |
Israel | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Property and equipment, net | 1,297 | 0 |
China | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Property and equipment, net | 843 | 272 |
Rest of world | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Property and equipment, net | $ 362 | $ 179 |
Subsequent Events (Details)
Subsequent Events (Details) - Symeo GmbH - Subsequent Event - USD ($) $ in Millions | Jan. 04, 2022 | Dec. 31, 2023 |
Subsequent Event [Line Items] | ||
Cash paid to acquire business | $ 10 | |
Equity interest issued or issuable (in shares) | 858,369 | |
Forecast | ||
Subsequent Event [Line Items] | ||
Cash paid to acquire business | $ 10 |