Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2023 | May 10, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2023 | |
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 | 87-0913788 | |
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 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 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Entity Central Index Key | 0001841925 | |
Amendment Flag | false | |
Common Stock | ||
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 | |
Warrants | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants, each whole warrant exercisable for one share of Class A common stock for $11.50 per share | |
Trading Symbol | INDIW | |
Security Exchange Name | NASDAQ | |
Convertible debt into Class A common shares | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 141,643,336 | |
Class V | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 19,756,328 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 207,398 | $ 321,629 |
Restricted cash | 0 | 250 |
Accounts receivable, net of allowance for doubtful accounts of $46 for both March 31, 2023 and December 31, 2022 | 24,626 | 26,441 |
Inventory, net | 38,977 | 13,256 |
Prepaid expenses and other current assets | 19,366 | 12,290 |
Total current assets | 290,367 | 373,866 |
Property and equipment, net | 21,112 | 15,829 |
Intangible assets, net | 189,476 | 63,117 |
Goodwill | 278,949 | 136,463 |
Operating lease right-of-use assets | 11,676 | 12,055 |
Other assets and deposits | 1,997 | 2,021 |
Total assets | 793,577 | 603,351 |
Liabilities and stockholders' equity | ||
Accounts payable | 16,925 | 14,186 |
Accrued payroll liabilities | 13,375 | 11,541 |
Accrued expenses and other current liabilities | 70,667 | 13,159 |
Intangible asset contract liability | 9,397 | 9,377 |
Current debt obligations | 4,660 | 15,700 |
Total current liabilities | 115,024 | 63,963 |
Long-term debt, net of current portion | 155,959 | 155,699 |
Warrant liability | 92,730 | 45,398 |
Intangible asset contract liability, net of current portion | 2,088 | 4,177 |
Deferred tax liabilities, non-current | 10,628 | 7,823 |
Operating lease liability, non-current | 9,791 | 10,115 |
Other long-term liabilities | 49,220 | 1,844 |
Total liabilities | 435,440 | 289,019 |
Commitments and contingencies (Note 17) | ||
Stockholders' equity | ||
Preferred stock, $0.0001 par value, 10,000,000 shares authorized; no shares issued or outstanding | 0 | 0 |
Additional paid-in capital | 692,090 | 568,564 |
Accumulated deficit | (316,562) | (243,816) |
Accumulated other comprehensive loss | (13,451) | (11,951) |
indie's stockholders' equity | 362,093 | 312,812 |
Noncontrolling interest | (3,956) | 1,520 |
Total stockholders' equity | 358,137 | 314,332 |
Total liabilities and stockholders' equity | 793,577 | 603,351 |
Convertible debt into Class A common shares | ||
Stockholders' equity | ||
Common stock | 14 | 13 |
Class V | ||
Stockholders' equity | ||
Common stock | $ 2 | $ 2 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Allowance for doubtful accounts | $ 46 | $ 46 |
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 |
Convertible debt into Class A common shares | ||
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) | 142,896,625 | 129,265,882 |
Common stock, shares outstanding (in shares) | 140,550,368 | 126,824,465 |
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) | 19,829,945 | 21,381,476 |
Common stock, shares outstanding (in shares) | 19,829,945 | 21,381,476 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Revenue: | ||
Total revenue | $ 40,452 | $ 21,999 |
Operating expenses: | ||
Cost of goods sold | 24,056 | 14,192 |
Research and development | 36,563 | 29,499 |
Selling, general, and administrative | 16,814 | 12,642 |
Total operating expenses | 77,433 | 56,333 |
Loss from operations | (36,981) | (34,334) |
Other income (expense), net: | ||
Interest income | 2,419 | 33 |
Interest expense | (2,148) | (58) |
Gain (loss) from change in fair value of warrants | (47,332) | 47,353 |
Gain (loss) from change in fair value of contingent considerations and acquisition-related holdbacks | (1,630) | 83 |
Other expense | 0 | (30) |
Total other income (expense), net | (48,691) | 47,381 |
Net income (loss) before income taxes | (85,672) | 13,047 |
Income tax benefit | 3,706 | 659 |
Net income (loss) | (81,966) | 13,706 |
Less: Net income (loss) attributable to noncontrolling interest | (9,220) | 2,873 |
Net income (loss) attributable to indie Semiconductor, Inc. | (72,746) | 10,833 |
Net income (loss) attributable to common shares — basic | (72,746) | 10,833 |
Net income (loss) attributable to common shares — diluted | $ (72,746) | $ 10,833 |
Net income (loss) per share attributable to common shares - basic (in dollars per share) | $ (0.55) | $ 0.10 |
Net income (loss) per share attributable to common shares - diluted (in dollars per share) | $ (0.55) | $ 0.07 |
Weighted average common shares outstanding - basic (in shares) | 131,490,221 | 111,189,340 |
Weighted average common shares outstanding - diluted (in shares) | 131,490,221 | 147,396,772 |
Product revenue | ||
Revenue: | ||
Total revenue | $ 33,653 | $ 18,086 |
Contract revenue | ||
Revenue: | ||
Total revenue | $ 6,799 | $ 3,913 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Statement of Comprehensive Income [Abstract] | ||
Net income (loss) | $ (81,966) | $ 13,706 |
Other comprehensive income (loss): | ||
Foreign currency translation adjustments | (2,205) | 884 |
Comprehensive income (loss) | (84,171) | 14,590 |
Less: Comprehensive income (loss) attributable to noncontrolling interest | (9,925) | 2,894 |
Comprehensive income (loss) attributable to indie Semiconductor, Inc. | $ (74,246) | $ 11,696 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) AND NONCONTROLLING INTEREST - USD ($) $ in Thousands | Total | GEO | Silicon Radar | Common Stock Class A | Common Stock Class V | Total Stockholders' Equity Attributable to indie Semiconductor, Inc. | Total Stockholders' Equity Attributable to indie Semiconductor, Inc. GEO | Total Stockholders' Equity Attributable to indie Semiconductor, Inc. Silicon Radar | Common Stock Class A Common Stock Class A | Common Stock Class A Common Stock Class A GEO | Common Stock Class A Common Stock Class A Silicon Radar | Common Stock Class A Common Stock Class V | Additional Paid-in Capital | Additional Paid-in Capital GEO | Additional Paid-in Capital Silicon Radar | Accumulated Deficit | Accumulated Other Comprehensive Loss | Noncontrolling Interest | Noncontrolling Interest GEO | Noncontrolling Interest Silicon Radar |
Beginning balance (in shares) at Dec. 31, 2021 | 108,181,781 | 30,448,081 | ||||||||||||||||||
Beginning 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] | ||||||||||||||||||||
Vesting of equity awards (in shares) | 250,378 | |||||||||||||||||||
Issuance per net settlement of equity awards and cash exercise of stock options (in shares) | 1,250,878 | |||||||||||||||||||
Issuance per net settlement of equity awards and cash exercise of stock options | 71 | (188) | (188) | 259 | ||||||||||||||||
Issuance per Exchange of Class V to Class A (in shares) | 2,224,148 | (2,224,148) | ||||||||||||||||||
Issuance per Exchange of Class V to Class A | 0 | (2,345) | (2,345) | 2,345 | ||||||||||||||||
Issuance on earn out awards (in shares) | 3,070,494 | 1,895,879 | ||||||||||||||||||
Issuance on earn out awards | 0 | 872 | 872 | (872) | ||||||||||||||||
Share-based compensation | 10,742 | 10,742 | 10,742 | |||||||||||||||||
Stock issued due to acquisitions | 0 | |||||||||||||||||||
Net income (loss) | 13,706 | 10,833 | 10,833 | 2,873 | ||||||||||||||||
Foreign currency translation adjustment | 884 | 863 | 863 | 21 | ||||||||||||||||
Ending balance (in shares) at Mar. 31, 2022 | 114,977,679 | 30,119,812 | ||||||||||||||||||
Ending balance at Mar. 31, 2022 | 317,260 | 333,823 | $ 11 | $ 3 | 523,972 | (189,583) | (580) | (16,563) | ||||||||||||
Beginning balance (in shares) at Dec. 31, 2022 | 126,824,465 | 21,381,476 | 126,824,465 | 21,381,476 | ||||||||||||||||
Beginning balance at Dec. 31, 2022 | 314,332 | 312,812 | $ 13 | $ 2 | 568,564 | (243,816) | (11,951) | 1,520 | ||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||
Vesting of equity awards (in shares) | 95,160 | |||||||||||||||||||
Issuance per net settlement of equity awards and cash exercise of stock options (in shares) | 836,984 | |||||||||||||||||||
Issuance per net settlement of equity awards and cash exercise of stock options | 19 | (148) | (148) | 167 | ||||||||||||||||
Issuance per Exchange of Class V to Class A (in shares) | 1,551,531 | (1,551,531) | ||||||||||||||||||
Issuance per Exchange of Class V to Class A | 0 | (2,653) | (2,653) | 2,653 | ||||||||||||||||
Issuance per Exchange of ADK LLC units to Class A (in shares) | 74,817 | |||||||||||||||||||
Share-based compensation | 8,372 | 8,372 | 8,372 | |||||||||||||||||
Issuance in connection with At-The-Market equity offering (in shares) | 3,316,198 | |||||||||||||||||||
Issuance in connection with At-The-Market equity offering | 34,194 | 34,194 | 34,194 | |||||||||||||||||
Stock issued due to acquisitions (in shares) | 6,868,768 | 982,445 | ||||||||||||||||||
Stock issued due to acquisitions | 20,979 | $ 75,557 | $ 9,834 | $ 74,177 | $ 9,585 | $ 1 | $ 74,176 | $ 9,585 | $ 1,380 | $ 249 | ||||||||||
Net income (loss) | (81,966) | (72,746) | (72,746) | (9,220) | ||||||||||||||||
Foreign currency translation adjustment | (2,205) | (1,500) | (1,500) | (705) | ||||||||||||||||
Ending balance (in shares) at Mar. 31, 2023 | 140,550,368 | 19,829,945 | 140,550,368 | 19,829,945 | ||||||||||||||||
Ending balance at Mar. 31, 2023 | $ 358,137 | $ 362,093 | $ 14 | $ 2 | $ 692,090 | $ (316,562) | $ (13,451) | $ (3,956) |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash flows from operating activities: | ||
Net income (loss) | $ (81,966) | $ 13,706 |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 6,035 | 5,435 |
Amortization of inventory step-up | 2,537 | 0 |
Inventory impairment charges | 31 | 503 |
Share-based compensation | 11,395 | 12,415 |
Amortization of discount and cost of issuance of debt | 259 | 0 |
Bad debts | 0 | 24 |
(Gain) loss from change in fair value of warrants | 47,332 | (47,353) |
(Gain) loss from change in fair value of contingent considerations and acquisition-related holdbacks | 1,630 | (83) |
Deferred City Semi compensation | 0 | 125 |
Deferred tax liabilities | (3,716) | 0 |
Amortization of right-of-use assets | 525 | 469 |
Unrealized foreign currency transaction (gain) loss | 0 | (14) |
Changes in operating assets and liabilities: | ||
Accounts receivable | 4,823 | (1,796) |
Inventory | (9,973) | (235) |
Accounts payable | (2,937) | 1,271 |
Accrued expenses and other current liabilities | (1,562) | 1,037 |
Accrued payroll liabilities | 269 | (1,820) |
Deferred revenue | (523) | 1,792 |
Prepaid and other current assets | (5,627) | (789) |
Operating lease liabilities | (453) | (144) |
Other long-term liabilities | (964) | (257) |
Net cash used in operating activities | (32,885) | (15,714) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (3,199) | (565) |
Business combinations, net of cash acquired | (98,429) | (8,705) |
Net cash used in investing activities | (101,628) | (9,270) |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock/At-the-market offering | 34,194 | 0 |
Proceeds from issuance of debt obligations | 747 | 315 |
Payments on debt obligations | (11,825) | (383) |
Payments on financed software | (2,069) | (704) |
Proceeds from exercise of stock options | 19 | 52 |
Net cash provided by (used in) financing activities | 21,066 | (720) |
Effect of exchange rate changes on cash and cash equivalents | (1,034) | (398) |
Net decrease in cash and cash equivalents | (114,481) | (26,102) |
Cash, cash equivalents and restricted cash at beginning of period | 321,879 | 219,464 |
Cash, cash equivalents and restricted cash at end of period | 207,398 | 193,362 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 88 | 58 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Purchases of property and equipment, accrued but not paid | 348 | 39 |
Fair value of common stock issued for business combination | 85,391 | 0 |
Fair value of common stock issuable for business combination | 20,979 | 0 |
Contingent consideration for business combination | 73,047 | 8,204 |
Accrual for purchase consideration for business combination | $ 4,264 | $ 9,674 |
Nature of the Business and Basi
Nature of the Business and Basis of Presentation | 3 Months Ended |
Mar. 31, 2023 | |
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 computer 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; Cordoba, Argentina; Budapest, Hungary; Dresden, Frankfurt der Oder, Munich and Nuremberg, Germany; Edinburgh, Scotland; Rabat, Morocco; Haifa, Israel; Quebec City, Canada; Seoul, South Korea; Tokyo, Japan and several locations throughout China. The Company engages subcontractors to manufacture its products. The majority of these subcontractors are located in Asia . Execution of At-The-Market Agreement On August 26, 2022, the Company entered into an At Market Issuance Agreement (“ATM Agreement”) with B. Riley Securities, Inc., Craig-Hallum Capital Group LLC and Roth Capital Partners, LLC (collectively as “Sales Agents”) relating to shares of its Class A common stock, par value $0.0001 per share. In accordance with the terms of the Sales Agreement, the Company may offer and sell shares of its Class A common stock having an aggregate offering price of up to $150,000 from time to time through the Sales Agents, acting as the Company’s agent or principal. The Company implemented this program for the flexibility that it provides to the capital markets and to best time its equity capital needs. As of March 31, 2023, indie has raised gross proceeds of $52,149 and issued 5,447,957 shares of Class A common stock at an average per-share sales price of $9.57 through this program and had approximately $97,851 available for future issuances under the ATM Agreement. See Note 2 — Business Combinations for additional description of these acquisitions. Risks and Uncertainties The COVID-19 pandemic (the “Pandemic”) and efforts to control its spread significantly curtailed the movement of people, goods, and services worldwide. The ultimate duration and extent of the Pandemic depends on future developments that cannot be accurately predicted at this time, including the severity and transmission rates of new and more contagious and/or vaccine-resistant variants of COVID-19, as well as the impact that any such new variants may have on local, regional, national and international customers and economic 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. Refer to Part I, Item 1A of our 2022 Annual Report on Form 10-K for the fiscal year ended December 31, 2022 under the heading “ Risk Factors ” for more information . Basis of Presentation The condensed consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”). Any reference in these notes to applicable guidance is meant to refer to the authoritative U.S. GAAP as found in the Accounting Standards Codification (“ASC”) and the Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”). The condensed consolidated financial statements include the condensed consolidated accounts of the Company’s majority-owned subsidiary, ADK LLC, of which 88% was owned by indie as of March 31, 2023. ADK LLC’s condensed consolidated financial statements include 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 and Symeo GmbH, both of which are private limited liability companies 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, Ay Dee Kay S.A., a limited liability company incorporated under the laws of Argentina, indie Semiconductor Morocco, a limited liability company under the laws of Morocco, indie Semiconductor Japan KK, a limited liability company under the laws of Japan, indie Semiconductor Korea Branch, a limited liability company under the laws of Korea, Wuxi indie Microelectronics (“Wuxi”), a Chinese entity with 55% voting controlled and 38% owned by the Company as of March 31, 2023 and Wuxi’s wholly-owned subsidiaries, indie Semiconductor Suzhou, 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 condensed consolidated balance sheets, and a noncontrolling interest in the condensed consolidated statements of operations and condensed consolidated statements of stockholders’ equity (deficit) and noncontrolling interest. Unaudited Interim Financial Information The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the SEC for interim financial reporting. Certain information and footnote disclosures, normally included in annual consolidated financial statements prepared in accordance with U.S. GAAP, have been condensed or omitted pursuant to those rules and regulations. However, in management’s opinion, the financial information reflects all adjustments, including those of a normal recurring nature, necessary to present fairly the results of operations, financial position, and cash flows of the Company for the periods presented. The results of operations, financial position, and cash flows for the Company during the interim periods are not necessarily indicative of those expected for the full year. This information should be read in conjunction with the Company’s consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the SEC on March 28, 2023. 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. indie is an “emerging growth company” as defined in Section 2(a) of the Securities Act of 1933, as amended (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, the 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 the Company’s 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 the Company achieves total annual gross revenue of $1.235 billion or more during such fiscal year (as indexed for inflation), (iii) the date on which the Company issues 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. Significant Accounting Policies The Company’s significant accounting policies are disclosed in its Annual Report on Form 10-K for the year ended December 31, 2022. There has been no material change to the Company’s significant accounting policies during the three months ended March 31, 2023. Recent Accounting Pronouncements Recently Adopted Accounting Pronouncements 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 adopted the guidance as of January 1, 2023 and the impact to its condensed consolidated financial statements was not material. |
Business Combinations
Business Combinations | 3 Months Ended |
Mar. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Combinations | Business Combinations The Company acquired TERAXION Inc. (“TeraXion”) and ON Design Israel Ltd. (“ON Design Israel”) in October 2021, Symeo in January 2022, Silicon Radar in February 2023, and GEO in March 2023. 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 final allocation of the purchase consideration to the assets acquired and liabilities assumed for TeraXion, ON Design Israel and Symeo were presented within the most recent Form 10-K for the fiscal year ended December 31, 2022, filed with the SEC on March 28, 2023. The following presents the preliminary allocation of the purchase consideration to the assets acquired and liabilities assumed for Silicon Radar and GEO as of March 31, 2023: Silicon Radar GEO Purchase price - cash consideration paid $ 8,653 $ 91,076 Purchase price - cash consideration accrued 800 3,464 Less: cash acquired (208) (1,092) Net cash consideration $ 9,245 $ 93,448 Purchase price - equity consideration issued and issuable (common stock) $ 9,834 $ 96,535 Total equity consideration $ 9,834 $ 96,535 Contingent consideration $ 9,979 $ 63,093 Net consideration $ 29,058 $ 253,076 Estimated fair value of net assets and liabilities assumed: Current assets other than cash $ 3,146 $ 19,560 Property and equipment 2,351 178 Developed technology 4,795 61,522 In-process research & development 4,795 14,943 Customer relationships 3,425 31,847 Backlog 411 3,010 Trade name 2,055 3,990 Other non-current assets 17 10 Current liabilities (1,585) (5,859) Deferred revenue (512) — Deferred tax liabilities, non-current (2,689) (3,672) Other non-current liabilities (682) (711) Total fair value of net assets acquired $ 15,527 $ 124,818 Goodwill $ 13,531 $ 128,258 Changes in the estimated fair values of the net assets recorded for the business combination of Silicon Radar and GEO 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. 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. For both GEO and Silicon Radar acquisitions, trade receivables and payables, as well as other current and non-current assets and liabilities and deferred revenue, 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. Because the acquisitions related to Silicon Radar and GEO occurred relatively recently, and in light of the magnitude of the transactions, the significant information to be obtained and analyzed and the fact that Silicon Radar resides in foreign jurisdiction, the Company’s fair value estimates for the purchase price allocation are preliminary and may change during the Acquisition of Silicon Radar GmbH On February 21, 2023, Symeo, a wholly-owned subsidiary of the Company, completed its acquisition of all of the outstanding capital stock of Silicon Radar. The acquisition was consummated pursuant to a Share Purchase Agreement by and among Symeo, the Company and the holders of the outstanding capital stock of Silicon Radar. The closing consideration consisted of (i) $9,245 in cash (including accrued cash consideration at closing and net of cash acquired), (ii) approximately 982,445 shares of Class A common stock, par value $0.0001 per share of the Company, with a fair value of $9,834, and (iii) a contingent consideration payable in cash or in Class A common stock subject to Silicon Radar’s achievement of certain revenue-based milestones through February 21, 2025. The fair value of this contingent consideration was $9,979 on February 21, 2023. The purchase price is subject to working capital and other adjustments as provided in the merger agreement. 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, which is expected to expand 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. indie incurred various acquisition-related costs, which were primarily legal expense and recorded as part of the S elling, General and Administrative expenses. Total costs incurred are $692 as of March 31, 2023. The Company maintains an adjustment holdback for the purpose of providing security against any adjustment to the amounts at closing. The holdback period extends for 12 months from the closing date and will be settled by cash. Total purchase consideration transferred at closing also included contingent consideration that had a fair value of $9,979 as of the acquisition date. 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, both subject to Silicon Radar achieving certain revenue targets. Both tranches are payable, up to a maximum of $9,000, upon the achievement of revenue threshold of $5,000 for the twelve-month period ending on February 21, 2024 and the achievement of revenue threshold of $7,000 for the twelve-month period ending on February 21, 2025, respectively. Both tranches are payable in cash or common stock, at indie’s election. 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 first tranche of this earn-out liability is reflected in Accrued expense and other current liabilities and the second tranche is reflected in Other long-term liabilities in the consolidated balance sheet as of March 31, 2023. Pro forma financial information for Silicon Radar is not disclosed as the results are not material to the Company’s condensed consolidated financial statements. Acquisition of GEO Semiconductor Inc. On February 9, 2023, indie entered into an Agreement and Plan of Merger, pursuant to which Gonzaga Merger Sub Inc., a Delaware corporation and indie’s wholly-owned subsidiary, will merge with and into GEO Semiconductor Inc., a Delaware corporation, with GEO surviving as a wholly-owned subsidiary of indie. The aggregate consideration for this transaction consisted of (i) $93,448 in cash (including accrued cash consideration at closing and net of cash acquired); (ii) the issuance by indie of 6,868,768 shares of indie class A common stock, par value $0.0001 per share at closing, with a fair value of $75,556; (iii) 1,907,180 shares of indie Class A common stock, par value $0.0001 per share at closing, with a fair value of $20,979 payable in the next 24 months for the purpose of adjustment and indemnity holdbacks; and (iv) contingent consideration with fair value of $63,093 at closing payable in cash or in indie Class A common stock, par value $0.0001 per share, subject to achieving certain GEO-related revenue targets through September 30, 2024. The purchase price is subject to working capital and other adjustments as provided in the merger agreement. The transaction was completed on March 3, 2023. GEO has programs with major image sensor suppliers and is engaged in multiple EV and autonomous vehicle programs. Its products comprise three generations of application specific camera video processors, including those focused on viewing, where video is projected on a display and viewed by the driver, and sensing, where video is processed using advanced computer vision and machine learning algorithms to assist the driver. The unique ability to support both of these key categories is expected to allow indie to deliver solutions in applications ranging from simple backup cameras to full Autonomous Driving platforms. Accordingly, indie paid a premium (i.e. goodwill) over the fair value of the net tangible and identifiable intangible assets acquired as this acquisition is expected to continue to strengthen indie’s expansion into the ADAS and autonomous vehicles market. The goodwill is not expected to be deductible for tax purposes. indie incurred various acquisition-related costs, which were primarily legal expense and recorded as part of the S elling, General and Administrative expenses. Total costs incurred are $2,305 as of March 31, 2023. The Company maintains an indemnity and adjustment holdback for the purpose of providing security against any adjustment to the amounts at closing. The indemnity holdback period extends for 24 months from the anniversary of the closing date. The indemnity holdback will be settled by transferring up to 1,566,472 shares of the Company’s stock. The fair value of the indemnity holdback was $17,231 as of the acquisition date. The adjustment holdback represents up to 340,708 shares of the Company’s stock and its period extends for 60 days from the closing date. The fair value of the adjustment holdback was $3,748 as of the acquisition date. The fair value of any outstanding 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 adjustment holdback is reflected in Accrued expense and other current liabilities and the indemnity holdback is reflected in Other long-term liabilities in the consolidated balance sheet as of March 31, 2023. Total purchase consideration transferred at closing included contingent consideration that had a fair value of $63,093 as of the acquisition date. 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, both subject to GEO achieving certain GEO-related revenue targets. The first tranche is payable, up to a maximum of $55,000, upon the achievement of revenue threshold of $50,000 for the twelve-month period ending on March 31, 2024. The second tranche payable, up to a maximum of $35,000, upon the achievement of revenue threshold of $30,000 for the six-month period ending on September 30, 2024. Both tranches are payable in cash or common stock, at indie’s election. The number of shares issuable through a payment in common stock equals to earnout divided by a volume-weighted-average-price (“VWAP”) for 20 days ending on each earnout period and is collared between $8.50 and $11.50 per share (“Earnout Parent Trading Price”). Should the Company elect to pay the earn-out consideration in cash, the amount will be determined by multiplying the number of shares payable by the Earnout Parent Trading Price. 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 first tranche of this earn-out liability is reflected in Accrued expense and other current liabilities and the second tranche is reflected in Other long-term liabilities in the consolidated balance sheet as of March 31, 2023. The unaudited pro forma financial information shown below summarizes the combined results of operations for the Company and GEO as if the closing of the acquisition had occurred on January 1, 2023: Three months ended March 31, 2023 Combined revenue $ 44,122 Combined net loss before income taxes $ (95,352) |
Inventory, Net
Inventory, Net | 3 Months Ended |
Mar. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Inventory, Net | Inventory, Net Inventory, net consists of the following: March 31, 2023 December 31, 2022 Raw materials $ 10,840 $ 5,718 Work-in-process 9,853 6,846 Finished goods 20,518 2,484 Inventory, gross 41,211 15,048 Less: Inventory reserves 2,234 1,792 Inventory, net $ 38,977 $ 13,256 During the three months ended March 31, 2023 and 2022, the Company recognized write-downs in the value of inventory of $31 and $503, respectively. |
Property and Equipment, Net
Property and Equipment, Net | 3 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Property and Equipment, Net Property and equipment, net consists of the following: Useful life (in years) March 31, 2023 December 31, 2022 Production tooling 4 $ 12,888 $ 10,851 Lab equipment 4 9,308 6,382 Office equipment 3 - 7 5,203 4,736 Leasehold improvements * 1,463 1,216 Construction in progress 2,341 1,763 Property and equipment, gross 31,203 24,948 Less: Accumulated depreciation 10,091 9,119 Property and equipment, net $ 21,112 $ 15,829 * 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 $955 and $760 for the three months ended March 31, 2023 and 2022, 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 | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets, Net | Intangible Assets, Net Intangible assets, net consist of the following: March 31, 2023 December 31, 2022 Weighted Gross Accumulated Net Weighted Gross Accumulated Net Developed technology 4.8 $ 89,052 $ (6,972) $ 82,080 4.0 $ 22,734 $ (4,993) $ 17,741 Software licenses 1.2 23,353 (13,160) 10,193 1.5 23,305 (11,514) 11,791 Customer relationships 9.4 52,841 (2,594) 50,247 8.2 17,569 (1,895) 15,674 Intellectual property licenses 0.6 1,812 (1,722) 90 1.0 1,777 (1,716) 61 Trade names 5.9 15,581 (1,866) 13,715 5.5 9,536 (1,466) 8,070 Backlog 1.1 3,787 (474) 3,313 1.0 366 (175) 191 Effect of exchange rate on gross carrying amount (3,138) (3,138) (3,614) — (3,614) Intangible assets with finite lives 183,288 (26,788) 156,500 71,673 (21,759) 49,914 IPR&D 33,898 — 33,898 14,160 — 14,160 Effect of exchange rate on gross carrying amount (922) — (922) (957) — (957) Total intangible assets with indefinite lives 32,976 — 32,976 13,203 — 13,203 Total intangible assets $ 216,264 $ (26,788) $ 189,476 $ 84,876 $ (21,759) $ 63,117 The Company obtained software licenses, which it uses for its research and development efforts related to its products. In fiscal 2022, the Company obtained additional software licenses. Further, the Company has acquired developed technology, customer relationships, trade names, backlog and IPR&D as a result of business combinations. See Note 2 — 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. Amortization of intangible assets for the three months ended March 31, 2023 and 2022 was $5,080 and $4,675, respectively. Amortization of intangible assets is included within Cost of goods sold, Research and development expenses , and Selling, general and administrative expenses based their respective nature, in the condensed consolidated statements of operations. Based on the amount of definite-lived intangible assets subject to amortization as of March 31, 2023, amortization expense for each of the next five fiscal years is expected to be as follows: 2023 (remaining nine months) $ 26,692 2024 29,656 2025 24,146 2026 23,410 2027 20,891 Thereafter 31,705 $ 156,500 |
Goodwill
Goodwill | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Goodwill The following table sets forth the carrying amount and activity of goodwill as of March 31, 2023: Amount Balance as of December 31, 2022 $ 136,463 Acquisitions (Note 2) 141,789 Effect of exchange rate on goodwill 697 Balance as of March 31, 2023 $ 278,949 The change in goodwill is primarily driven by $141,789 increase during the three months ended March 31, 2023 due to acquisition of Silicon Radar and GEO that were completed during the period, partially offset by $697 increase in value due to effect of exchange rate on goodwill. See Note 2 — Business Combinations for a detailed discussion of goodwill acquired. The Company tests its goodwill for impairment annually as of the first day of its fourth fiscal quarter and in interim periods if certain events occur indicating the carrying value of goodwill may be impaired. There were no indicators of impairment noted during the three months ended March 31, 2023. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Debt | Debt The following table sets forth the components of debt as of March 31, 2023 and December 31, 2022: March 31, 2023 December 31, 2022 Principal Unamortized Carrying Principal Unamortized Carrying 2027 Notes $ 160,000 $ (5,024) $ 154,976 $ 160,000 $ (5,258) $ 154,742 Promissory note, due 2023 — — — 10,000 (26) 9,974 CIBC loan, due 2026 4,913 (16) 4,897 5,247 (14) 5,233 Short term loans, due 2023 — — — 1,450 — 1,450 Total term loans $ 164,913 $ (5,040) $ 159,873 $ 176,697 $ (5,298) $ 171,399 Revolving line of credit 746 — 746 — — — Total debt $ 165,659 $ (5,040) $ 160,619 $ 176,697 $ (5,298) $ 171,399 The outstanding debt as of March 31, 2023 and December 31, 2022 is classified in the condensed consolidated balance sheets as follows: March 31, 2023 December 31, 2022 Current liabilities - Current debt obligations $ 4,660 $ 15,700 Noncurrent liabilities - Long-term debt, net of current maturities 155,959 155,699 Total debt $ 160,619 $ 171,399 2027 Notes On November 16, 2022, the Company entered into a purchase agreement (the “Purchase Agreement” with Goldman Sachs & Co. LLC, as representative of the initial purchasers (collectively the “Initial Purchasers”), pursuant to which the Company agreed to sell $140,000 aggregate principal amount of 4.50% Convertible Senior Notes due 2027 (the “Initial Notes”). The Company also agreed to grant an option, exercisable within the 30-day period immediately following the date of the Purchase Agreement (the “Option”) to the Initial Purchasers to purchase all or part of an additional $20,000 aggregate principal amount of 4.50% Convertible Senior Notes due 2027 (the “Additional Notes” and, together with the Initial Notes, the “2027 Notes”). On November 17, 2022, the Initial Purchasers exercised the Option in full, bringing the total aggregate principal amount for the 2027 Notes to $160,000. The sale of the 2027 Notes closed on November 21, 2022. The 2027 Notes were issued pursuant to an Indenture dated November 21, 2022 (the “Indenture”), between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). Interest on the 2027 Notes is payable semiannually in arrears on May 15 and November 15 of each year, beginning on May 15, 2023. The 2027 Notes will mature on November 15, 2027, unless earlier repurchased, redeemed or converted. The 2027 Notes will be convertible into cash, shares of the Company’s Class A common stock, par value $0.0001 per share (“common stock”), or a combination of cash and shares of common stock, at the Company’s election, at an initial conversion rate of 115.5869 shares of common stock per $1,000 principal amount of the 2027 Notes, which is equivalent to an initial conversion price of approximately $8.65 per share of common stock. The initial conversion price of the Notes represents a premium of approximately 30% over the $6.655 per share last reported sale price of the common stock on The Nasdaq Capital Market on November 16, 2022. The conversion rate will be subject to adjustment upon the occurrence of certain specified events, but will not be adjusted for any accrued and unpaid interest, except under the limited circumstances described in the Indenture. In addition, upon the occurrence of a “Make-Whole Fundamental Change” (as defined in Section 1.01 of the Indenture) prior to the maturity date, or if the Company delivers a notice of redemption, the Company will, in certain circumstances, increase the conversion rate by a number of additional shares of common stock (not to exceed 150.2629 shares of common stock per $1,000 principal amount of the Notes, subject to adjustment in the same manner as the conversion rate) for Notes that are converted in connection with such Make-Whole Fundamental Change or for notes called (or deemed called) for redemption that are converted in connection with such notice of redemption. The Notes are convertible at the option of the holders (in whole or in part) at any time prior to the close of business on the business day immediately preceding August 15, 2027 only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on December 31, 2022 (and only during such calendar quarter), if the last reported sale price of the common stock for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (2) during the five business day period after any five consecutive trading day period (the “measurement period”) in which the “Trading Price” (as defined in Section 1.01 of the Indenture) per $1,000 principal amount of Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of common stock and the conversion rate on each such trading day; (3) if the Company calls such Notes for redemption, at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date, but only with respect to the Notes called (or deemed called) for redemption; or (4) upon the occurrence of certain corporate events as specified in the Indenture. On or after August 15, 2027 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or a portion of their Notes, in multiples of $1,000 principal amount, at any time, regardless of the foregoing circumstances. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of common stock or a combination of cash and shares of common stock, at the Company’s election, in amounts determined in the manner set forth in the Indenture. The Company may not redeem the 2027 Notes prior to November 20, 2025. indie may redeem for cash all or any portion of the 2027 Notes, at indie’s option, on or after November 20, 2025 if the last reported price of indie’s Class A common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which indie provides notice of redemption, at a redemption price equal to 100% of the principal amount of the 2027 Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. Upon the occurrence of a “Fundamental Change” (as defined in Section 1.01 of the Indenture), subject to certain conditions and certain limited exceptions, holders may require the Company to repurchase for cash all or any portion of their Notes in principal amounts of $1,000 or an integral multiple thereof at a fundamental change repurchase price in cash equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date. The Notes are senior unsecured obligations of the Company and rank: (i) senior in right of payment to any indebtedness of the Company that is expressly subordinated in right of payment to the Notes; (ii) equal in right of payment to any unsecured indebtedness of the Company that is not so subordinated; (iii) effectively junior in right of payment to any senior, secured indebtedness of the Company to the extent of the value of the assets securing such indebtedness; and (iv) structurally junior to all indebtedness and other liabilities (including trade payables) of the Company’s subsidiaries. The 2027 Notes have been recorded as long-term debt in its entirety pursuant to ASU 2020-06. The carrying value of the 2027 Notes is presented net of $5,374 of discount and issuance costs, which are amortized to interest expense over the respective terms of these borrowings. As of March 31, 2023 and December 31, 2022, the total carrying value of the 2027 Notes, net of unamortized discount, was $154,976 and $154,742, respectively. As of March 31, 2023 and December 31, 2022, the total fair value of the 2027 Notes, net of unamortized discount, was $233,536 and $157,440, respectively. The amortization of the debt discount and cost of issuance resulted in non-cash interest expense of $234 for the three months ended March 31, 2023, and is also included in Interest Expense in the Company’s condensed consolidated statements of operations. During the year ended December 31, 2022, in connection with the offering of the Convertible Senior Notes, the Company entered into privately negotiated transactions through one of the initial purchasers or its affiliate to repurchase 1,112,524 shares of common stock, at an average cost of $6.65 per share, for approximately $7,404. 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 (“CIBC”) 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. CIBC also reserves the right to request full repayment of a portion or all outstanding balances at any time. As of March 31, 2023 and December 31, 2022 the outstanding principal balance and credit limit of the loan was $4,913 and $5,247, (or CAD6,655 and CAD7,119), respectively. TeraXion also has an authorized credit facility up to CAD7,000 from CIBC, bearing interest at prime rate plus 0.25%. This line of credit had an outstanding balance of $746 as of March 31, 2023 and was unused as of December 31, 2022. Short Term Loans Wuxi On January 19, 2022, Wuxi entered into a short-term loan agreement with CITIC Group Corporation Ltd. with aggregate principal balance of CNY2,000, or approximately $315, and bearing interest of 3.90% per annum. On June 21, 2022, Wuxi increased its short-term loan principal with CITIC by CNY3,000, or approximately $448, and bearing interest of 3.70% 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. In January 2023, the total loan balance with the CITIC Group Corporation Ltd. was paid off. As of December 31, 2022, the total outstanding short-term loan with CITIC Group Corporation Ltd. was CNY5,000, or approximately $725. 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%. On April 26, 2022, the entire loan balance was paid off, and on April 27, 2022 Wuxi entered into a short-term loan agreement with NBCB with aggregate principal balance of CNY2,000, or approximately $304, and bearing interest of 4.26% per annum. On June 24, 2022, Wuxi increased its principal balance by CNY3,000, or $448, and bearing interest of 3.15% per annum. In January 2023, the total loan balance with NBCB was paid off. As of December 31, 2022, the total outstanding short-term loan with NBCB was CNY5,000, or $704. Symeo Promissory Note In connection with the Symeo acquisition on January 4, 2022, the Company issued a short-term interest-free promissory note of $10,000, payable upon its maturity of January 31, 2023. As of December 31, 2022, the outstanding principal balance was $10,000 and the carrying value was $9,961. The promissory note was fully repaid on January 31, 2023. The table below sets forth the components of interest expense for the three months ended March 31, 2023 and March 31, 2022: Three Months Ended 2023 2022 Interest expense on the 2027 Notes Stated interest at 4.50% per annum $ 1,800 $ — Amortization of discount and issuance cost 234 — Total interest expense related to the 2027 Notes 2,034 — Interest expense on other debt obligations: Contractual interest 88 58 Amortization of discount and issuance cost 26 — Total interest expense related to other debt obligations 2,148 58 Total interest expense $ 2,148 $ 58 |
Warrant Liability
Warrant Liability | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
Warrant Liability | Warrant Liability In connection with the June 10, 2021 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 of the Transaction, 8,625,000 Class B ordinary shares of TB2 owned by Thunder Bridge Acquisition II LLC, a Delaware limited liability company (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 condensed consolidated balance sheet. In order for a warrant to be classified as 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 condensed 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 condensed consolidated balance sheet at fair value, with changes in fair value recorded in the condensed consolidated statement of operations (see Note 10 – 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 condensed 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: 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 March 31, 2023 and December 31, 2022, there have been no exercises of the warrants and the fair value was $92,730 and $45,398, respectively. |
Contingent and Earn-Out Liabili
Contingent and Earn-Out Liabilities | 3 Months Ended |
Mar. 31, 2023 | |
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, each of which 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 Securities Exchange Act of 1934, as amended (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 securities 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 condensed consolidated balance sheet and the Unvested Shares are equity-classified share-based compensation to be recognized over time (see Note 14 — 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 condensed consolidated statement of operations. The estimated fair value of the earn-out liability was determined using a Monte Carlo Simulations analysis 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. Contingent Considerations On May 13, 2020, in connection with the acquisition of City Semiconductor, Inc. (“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 $1,643 as of March 31, 2023. On October 1, 2021, in connection with the acquisition of ON Design Israel, 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 of certain product designs acquired from the seller 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 related to certain acquired product designs 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 as of December 31, 2021. During the six months ended June 30, 2022, management determined that the product design specified in the contingent consideration provision would be replaced with a new product design that is better aligned with customer requirements and which will not be eligible for either of the contingent considerations. Accordingly, the fair value for both the Tapeout and Design Win were reduced to zero as of December 31, 2022. The change in fair value since the acquisition date is recorded in Other income (expense), net in the condensed consolidated statement of operations. On January 4, 2022, in connection with the acquisition of Symeo, the Company recorded contingent considerations as a current and a long-term liability at a fair value of $4,390 and $3,446, respectively. The contingent consideration is comprised of two tranches. The first tranche is payable upon the achievement of a revenue threshold of $5,000 by March 31, 2023. The second tranche is payable upon Symeo’s achievement of a revenue threshold of $6,000 by March 31, 2024. The fair value of the first and second tranche contingent consideration liabilities as of March 31, 2023 was $3,670 and $7, respectively. The change in fair value since the acquisition date is recorded in Other income (expense), net in the condensed consolidated statement of operations, On February 21, 2023, in connection with the acquisition of Silicon Radar, the Company recorded contingent considerations as a current and a long-term liability at a fair value of $4,174 and $5,805, respectively. The contingent consideration is comprised of two tranches. The first tranche is payable upon the achievement of a revenue threshold of $5,000 for the twelve-month period ending on February 21, 2024. The second tranche is payable upon Silicon Radar’s achievement of a revenue threshold of $7,000 for the twelve-month period ending on February 21, 2025. The fair value of the first and second tranche contingent consideration liabilities as of March 31, 2023 was $4,215 and $5,875, respectively. The change in fair value since the acquisition date is recorded in Other income (expense), net in the condensed consolidated statement of operations. On March 3, 2023, in connection with the acquisition of GEO, the Company recorded contingent considerations as a current and a long-term liability at a fair value of $39,239 and $23,854, respectively. The contingent consideration is comprised of two tranches. The first tranche is payable upon the achievement of a revenue threshold of $50,000 for the twelve-month period ending on March 31, 2024. The second tranche is payable upon GEO’s achievement of a revenue threshold of $30,000 for the six-month period ending on September 30, 2024. Both tranches are payable in cash or common stock, at indie’s election. Number of shares issuable through a payment in common stock equals to earnout divided by a VWAP for 20 days ending on each earnout period and is collared between $8.50 and $11.50 per share (“Earnout Parent Trading Price”). Payment in cash will be determined by the number of shares payable multiplied by the Earnout Parent Trading Price. The fair value of the first and second tranche contingent consideration liabilities as of March 31, 2023 was $39,519 and $24,017, respectively. The change in fair value since the acquisition date is recorded in Other income (expense), net Stock compensation expense is recorded in cost of goods sold, 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: Three Months Ended 2023 2022 Cost of goods sold $ 68 $ — Research and development 6,262 8,650 Selling, general, and administrative 5,065 3,765 Total $ 11,395 $ 12,415 |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The Company’s debt instruments are recorded at their carrying values in its condensed consolidated balance sheets, which may differ from their respective fair values. The fair values of the Company’s 2027 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 (see Note 7 — Debt for additional information). The fair values of the Company’s short-term loans generally approximated their carrying values. As of March 31, 2023, the Company held currency forward contracts of $4,025 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 condensed consolidated statement of operations. The following table presents the Company’s fair value hierarchy for financial liabilities: Fair Value Measurements as of March 31, 2023 Level 1 Level 2 Level 3 Total Liabilities: Private Placement Warrants $ — $ — $ 37,702 $ 37,702 Public Warrants $ 55,028 $ — $ — $ 55,028 GEO Contingent Consideration - First Tranche $ — $ — $ 39,519 $ 39,519 GEO Contingent Consideration - Second Tranche $ — $ — $ 24,017 $ 24,017 GEO Adjustment Holdback $ — $ 3,594 $ — $ — GEO Indemnity Holdback $ — $ 16,526 $ — $ — Silicon Radar Contingent Consideration - First Tranche $ — $ — $ 4,215 $ 4,215 Silicon Radar Contingent Consideration - Second Tranche $ — $ — $ 5,875 $ 5,875 City Semi Contingent Consideration - Second Tranche $ — $ — $ 1,643 $ 1,643 Symeo Contingent Consideration - First Tranche $ — $ — $ 3,670 $ 3,670 Symeo Contingent Consideration - Second Tranche $ — $ — $ 7 $ 7 Currency Forward Contract $ — $ 4,029 $ — $ 4,029 Fair Value Measurements as of December 31, 2022 Level 1 Level 2 Level 3 Total Liabilities: Private Placement Warrants $ — $ — $ 17,970 $ 17,970 Public Warrants $ 27,428 $ — $ — $ 27,428 City Semi Contingent Consideration - Second Tranche $ — $ — $ 1,383 $ 1,383 Symeo Contingent Consideration - First Tranche $ — $ — $ 2,000 $ 2,000 Symeo Contingent Consideration - Second Tranche $ — $ — $ 4 $ 4 Symeo Promissory Note $ — $ — $ 9,674 $ 9,674 Currency forward contract $ — $ 3,845 $ — $ 3,845 As of March 31, 2023 and December 31, 2022, 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 Warrants Private Placement 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 three months ended March 31, 2023, there were no redemptions of the warrants and the carrying amount of the liability fluctuated due to the fair value remeasurement. Contingent Considerations Contingent considerations were valued based on the consideration expected to be transferred. The Company estimated the fair value based on a Monte Carlo Simulations analysis to simulate the probability of achievement of various milestones identified within each contingent consideration arrangement, using certain assumptions that require significant judgement and discount rates. The discount rates were based on the estimated cost of debt plus a premium, which included consideration of expected term of the earn-out payment, yield on treasury instruments and an estimated credit rating for the Company. Because the acquisitions related to Silicon Radar and GEO occurred relatively recently, and in light of the magnitude of the transactions, the significant information to be obtained and analyzed and the fact that Silicon Radar resides in foreign jurisdiction, the Company’s fair value estimates for the associated contingent considerations were valued based on a probability method as of March 31, 2023. The following table presents the significant unobservable inputs assumed for each of the fair value measurements: March 31, 2023 December 31, 2022 Input Input Liabilities: Warrants Expected volatility 49.30 % 64.00 % GEO Contingent Consideration - First Tranche Market yield rate 9.21 % N/A Scenario probability 80 % N/A GEO Contingent Consideration - Second Tranche Market yield rate 9.21 % N/A Scenario probability 80 % N/A Silicon Radar Contingent Consideration - First Tranche Market yield rate 7.59 % N/A Scenario probability 50 % N/A Silicon Radar Contingent Consideration - Second Tranche Market yield rate 7.59 % N/A Scenario probability 75 % N/A City Semi Contingent Consideration - Second Tranche Discount rate 12.70 % 12.65 % Symeo Contingent Consideration - First Tranche Discount Rate 4.64 % 4.73 % Symeo Contingent Consideration - Second Tranche Discount Rate 4.64 % 4.73 % |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders’ EquityWuxi Capital Raise On November 29, 2022, the Company entered into and closed an agreement with multiple investors in China, including two of the top four Chinese automotive OEMs, that secured a strategic investment (“Wuxi Capital Raise”) through Wuxi indie Microelectronics Ltd. (“Wuxi”), indie’s majority controlled subsidiary. The Wuxi Capital Raise provided Wuxi additional funding of CNY300,000 (approximately $42,000) by issuing 371,160 shares from Wuxi, which represents 16% of Wuxi’s equity at the time of issuance. The funds raised are intended to promote Wuxi’s business development and strengthen its capabilities. Pursuant to the terms of the Agreement, these investors will subscribe into the 371,160 shares at ¥808.28 per share. As a result, indie’s ownership in Wuxi has reduced from 45% to 38%. As indie continues to control Wuxi’s Board of Directors and has the majority of the voting interests, Wuxi’s financial results will continue to be 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 condensed consolidated financial statements. Among other provisions, this agreement includes certain liquidation preferences for the investors (“Deemed Liquidation Event” or “DLE”) as well as an ability to exchange their Wuxi shares for shares of indie’s Class A common stock in the event Wuxi does not successfully complete a local initial public offering (“IPO”) by December 31, 2027 (the “Conversion”). A Deemed Liquidation Event includes but not limited to (a) a change of control of the Company or its surviving entity in a single, or series of related transactions, or merger, division, reorganization, acquisition, or business integration between the Company and any third parties, excluding any corporate restricting as duly approved pursuant to the AOA; or (b) a sale, transfer or otherwise disposal of the all or substantially all assets of the Company, in a single, or series of related transactions. Upon a DLE prior to IPO, the distribution will be made in cash in order of the liquidation preferences pursuant to the investment agreement for an amount that is the higher of (i) an amount equal to 100% of the applicable original issue price with an annual simple premium of 8% (calculated from the Closing Date to the date of the Liquidation Event), or (ii) an amount equal to the total liquidation proceeds received by the Company or the shareholders (as the case may be) directly in a Liquidation Event, multiplied by the shareholder’s proportionate ownership percentage, plus all accrued or declared but unpaid dividends of such share. Pursuant to the investment agreement, Wuxi shall use commercially reasonable efforts to meet the conditions for the IPO and list shares by a Chinese or overseas securities trading institutions and consummate an IPO as early as possible. If Wuxi is unable to consummate an IPO, indie undertakes to exchange the shares issued in this capital raise for indie’s Class A common stock equal to the total capital raised plus a premium of 8% per year (simple interest) between the execution date and December 31, 2027. The total amount is calculated using the exchange rate at the time of the stock exchange and the value of each of Class A common stock is based on the stock price at that time, but the exchange shall not exceed a total of 6,000,000 shares of indie Class A common stock. Stock Repurchase Program On November 16, 2022, indie’s Board of Directors authorized the repurchase, from time to time, of up to $50,000 of indie’s Class A common stock and/or warrants to purchase common stock. This is inclusive of any concurrent repurchase of shares of common stock described in Note 7 — Debt , under the 2027 Notes, which allows for a portion of net proceeds to be used to repurchase up to $25,000 of common stock. There were no repurchases of common stock during the three months ended March 31, 2023. As of March 31, 2023, there is $42,596 available for future repurchase under the program. |
Noncontrolling Interest
Noncontrolling Interest | 3 Months Ended |
Mar. 31, 2023 | |
Noncontrolling Interest [Abstract] | |
Noncontrolling Interest | Noncontrolling Interest In connection with the closing of the Transaction on June 10, 2021, certain members of ADK LLC (the “ADK Minority Holders”) retained an approximate 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 condensed consolidated financial statements. The Company’s ownership of ADK LLC, was approximately 88% and 85% as of March 31, 2023 and December 31, 2022, respectively. In connection with the Transaction, the Company issued to ADK LLC Minority Holders 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 March 31, 2023 and December 31, 2022, the Company had an aggregate of 19,829,945 and 21,381,476 shares of Class V common stock issued and outstanding, respectively. ADK LLC held 55% voting control and 38% ownership interest in Wuxi as of March 31, 2023 and December 31, 2022, respectively. From time to time, Wuxi has sold equity ownership and the transactions have reduced ADK LLC’s controlling |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2023 | |
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 three months ended March 31, 2023 and 2022: Three Months Ended 2023 2022 United States $ 12,431 $ 6,630 Greater China 19,242 9,108 Europe 3,797 4,063 Rest of North America 1,782 1,461 Rest of Asia Pacific 2,632 325 South America 568 412 Total revenue $ 40,452 $ 21,999 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 following table presents the assets and liabilities associated with the engineering services contracts recorded on the condensed consolidated balance sheet as of March 31, 2023 and December 31, 2022: Balance Sheet Classification March 31, December 31, Unbilled revenue Prepaid expenses and other current assets $ 8,648 $ 3,623 Contract liabilities Accrued expenses and other current liabilities $ 1,842 $ 1,739 During the three months ended March 31, 2023 and 2022, the Company recognized $838 and $346, 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 condensed consolidated balance sheet and unbilled amounts that will be recognized as revenue in future periods. As of March 31, 2023, the amount of performance obligations that have not been recognized as revenue was $27,067, of which approximately 79% 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 three months ended March 31, 2023 and 2022: Three Months Ended 2023 2022 Customer A 15.8 % 36.0 % Customer B 11.9 % — % The loss of these customers would have a material impact on the Company’s condensed consolidated financial results. The largest customers represented 22% and 15% of accounts receivable as of March 31, 2023 and the one largest customer represented 38% of accounts receivable as of December 31, 2022. No other individual customer represented more than 10% of accounts receivable at either March 31, 2023 or December 31, 2022. |
Share-Based Compensation
Share-Based Compensation | 3 Months Ended |
Mar. 31, 2023 | |
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, each of which 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 Securities Exchange Act of 1934, as amended (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 securities 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 condensed consolidated balance sheet and the Unvested Shares are equity-classified share-based compensation to be recognized over time (see Note 14 — 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 condensed consolidated statement of operations. The estimated fair value of the earn-out liability was determined using a Monte Carlo Simulations analysis 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. Contingent Considerations On May 13, 2020, in connection with the acquisition of City Semiconductor, Inc. (“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 $1,643 as of March 31, 2023. On October 1, 2021, in connection with the acquisition of ON Design Israel, 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 of certain product designs acquired from the seller 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 related to certain acquired product designs 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 as of December 31, 2021. During the six months ended June 30, 2022, management determined that the product design specified in the contingent consideration provision would be replaced with a new product design that is better aligned with customer requirements and which will not be eligible for either of the contingent considerations. Accordingly, the fair value for both the Tapeout and Design Win were reduced to zero as of December 31, 2022. The change in fair value since the acquisition date is recorded in Other income (expense), net in the condensed consolidated statement of operations. On January 4, 2022, in connection with the acquisition of Symeo, the Company recorded contingent considerations as a current and a long-term liability at a fair value of $4,390 and $3,446, respectively. The contingent consideration is comprised of two tranches. The first tranche is payable upon the achievement of a revenue threshold of $5,000 by March 31, 2023. The second tranche is payable upon Symeo’s achievement of a revenue threshold of $6,000 by March 31, 2024. The fair value of the first and second tranche contingent consideration liabilities as of March 31, 2023 was $3,670 and $7, respectively. The change in fair value since the acquisition date is recorded in Other income (expense), net in the condensed consolidated statement of operations, On February 21, 2023, in connection with the acquisition of Silicon Radar, the Company recorded contingent considerations as a current and a long-term liability at a fair value of $4,174 and $5,805, respectively. The contingent consideration is comprised of two tranches. The first tranche is payable upon the achievement of a revenue threshold of $5,000 for the twelve-month period ending on February 21, 2024. The second tranche is payable upon Silicon Radar’s achievement of a revenue threshold of $7,000 for the twelve-month period ending on February 21, 2025. The fair value of the first and second tranche contingent consideration liabilities as of March 31, 2023 was $4,215 and $5,875, respectively. The change in fair value since the acquisition date is recorded in Other income (expense), net in the condensed consolidated statement of operations. On March 3, 2023, in connection with the acquisition of GEO, the Company recorded contingent considerations as a current and a long-term liability at a fair value of $39,239 and $23,854, respectively. The contingent consideration is comprised of two tranches. The first tranche is payable upon the achievement of a revenue threshold of $50,000 for the twelve-month period ending on March 31, 2024. The second tranche is payable upon GEO’s achievement of a revenue threshold of $30,000 for the six-month period ending on September 30, 2024. Both tranches are payable in cash or common stock, at indie’s election. Number of shares issuable through a payment in common stock equals to earnout divided by a VWAP for 20 days ending on each earnout period and is collared between $8.50 and $11.50 per share (“Earnout Parent Trading Price”). Payment in cash will be determined by the number of shares payable multiplied by the Earnout Parent Trading Price. The fair value of the first and second tranche contingent consideration liabilities as of March 31, 2023 was $39,519 and $24,017, respectively. The change in fair value since the acquisition date is recorded in Other income (expense), net Stock compensation expense is recorded in cost of goods sold, 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: Three Months Ended 2023 2022 Cost of goods sold $ 68 $ — Research and development 6,262 8,650 Selling, general, and administrative 5,065 3,765 Total $ 11,395 $ 12,415 |
Net Loss per Common Share
Net Loss per Common Share | 3 Months Ended |
Mar. 31, 2023 | |
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: Three Months Ended 2023 2022 Numerator: Net income (loss) $ (81,966) $ 13,706 Less: Net income (loss) attributable to noncontrolling interest (9,220) 2,873 Net income attributable to common stockholders - basic $ (72,746) $ 10,833 Net loss attributable to common shares - dilutive $ (72,746) $ 10,833 Denominator: Weighted average shares outstanding - basic 131,490,221 111,189,340 Effect of potentially dilutive Phantom Units — 1,083,749 Effect of potentially dilutive Class V common stock — 29,386,392 Effect of potentially dilutive unvested Class B units — 4,391,072 Effect of potentially dilutive unexercised options — 1,346,219 Weighted average common shares outstanding—diluted 131,490,221 147,396,772 Net loss per share attributable to common shares— basic $ (0.55) $ 0.10 Net loss per share attributable to common shares— diluted $ (0.55) $ 0.07 The Company’s potentially dilutive securities, which include unvested Class B units, unvested phantom units, unvested restricted stock units, convertible Class V common shares, warrants for Class A units (public and private), unexercised options, earn-out shares and escrow shares, have been excluded from the computation of diluted net income per share as the effect would be to reduce the net income per share. The Company excluded the following potential shares, presented based on amounts outstanding at each period end, from the computation of diluted net income per share attributable to shareholders for the periods indicated as their inclusion would have had an antidilutive effect: Three Months Ended 2023 2022 Unvested Class B units 647,674 — Unvested Phantom units 658,637 — Unvested Restricted stock units 11,728,606 — Convertible Class V common shares 19,829,945 — Public warrants for the purchase of Class A common shares 17,250,000 17,250,000 Private warrants for the purchase of Class A common shares 10,150,000 10,150,000 Unexercised options 218,642 313,050 Earn-out Shares 5,000,000 5,000,000 Escrow Shares 1,725,000 1,725,000 Convertible debt into Class A common shares 18,497,110 — 85,705,614 34,438,050 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income TaxesWe are subject to U.S. federal and state taxes with respect to our allocable share of any taxable income or loss of ADK, LLC, as well as any stand-alone income or loss we generate. ADK, LLC is treated as a partnership for U.S. income tax purposes and for most applicable state and local income tax purposes and generally does not pay income taxes in most jurisdictions. Instead, ADK, LLC’s taxable income or loss is passed through to its members, including us. Despite its status as a partnership in the United States, ADK, LLC’s foreign subsidiaries are taxable entities operating in foreign jurisdictions. As such, these foreign subsidiaries record a tax expense or benefit in jurisdictions where a valuation allowance has not been recorded. Our effective tax rate in 2023 will differ from the U.S. federal statutory rate primarily due to changes in valuation allowance, tax expense or benefit in foreign jurisdictions taxed at different tax rates, the impact of acquisitions and reorganizations on our tax attributes and foreign research and development tax credits and incentives, and changes in non-controlling interest. Based primarily on our limited operating history and ADK LLC’s historical domestic losses, we believe there is a significant uncertainty as to when we will be able to use our domestic, federal and state, deferred tax assets (“DTAs”). Therefore, we have recorded a valuation allowance against these DTAs for which we have concluded that it is not more likely than not that these will be realized. As part of reverse capitalization, the Company entered into Tax Receivable Agreements (“TRAs”) with certain shareholders that will represent approximately 85% of the calculated tax savings based on the portion of basis adjustments on future exchanges of ADK, LLC units and other carryforward attributes assumed that we anticipate to be able to utilize in future years. Through March 31, 2023, there have been exchanges of units that would generate a DTA; however, as there is a full valuation allowance on the related DTA, we have not recorded a liability under the TRAs. The Company recorded a benefit for income taxes of $3,706 and $659 for the three months ended March 31, 2023 and 2022, respectively. Income tax benefits for the three months ended March 31, 2023 are primarily related to the tax effects of our acquisition of GEO and subsequent tax reorganizations. Income tax benefits for the three months ended March 31, 2022 are primarily related to the Company’s operations in Canada and Europe. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
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. Royalty Agreement The Company has entered into license agreements to use certain technology in 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 three months ended March 31, 2023 and 2022 was $480 and $242, respectively. These expenses are included in cost of goods sold in the condensed consolidated statements of operations. Accrued royalties of $647 and $2,569 are included in accrued expenses in the Company’s condensed consolidated balance sheets as of March 31, 2023 and consolidated balance sheets as of December 31, 2022, respectively. Tax Distributions To the extent the Company has funds legally available, the board of directors will approve distributions to each member of ADK LLC, 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 during the three months ended March 31, 2023 and 2022. |
Supplemental Financial Informat
Supplemental Financial Information | 3 Months Ended |
Mar. 31, 2023 | |
Payables and Accruals [Abstract] | |
Supplemental Financial Information | Supplemental Financial Information Accrued expenses and other current liabilities consist of the following: March 31, 2023 December 31, 2022 Contingent considerations $ 48,638 $ 2,500 Holdbacks for business combinations 4,394 — Accrued cash consideration for business combinations 4,508 — Accrued interest 2,700 900 Operating lease liabilities, current 2,007 1,955 Deferred revenue 1,842 1,739 Other (1) 6,578 6,065 Accrued expenses and other current liabilities $ 70,667 $ 13,159 (1) Amount represents accruals for various operating expenses such as professional fees, accrued royalties, open purchase orders, and other estimates that are expected to be paid within the next 12 months. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events For its condensed consolidated financial statements as of March 31, 2023, management reviewed and evaluated material subsequent events from the condensed consolidated balance sheet date of March 31, 2023 through May 12, 2023, the date the condensed consolidated financial statements were issued. |
Nature of the Business and Ba_2
Nature of the Business and Basis of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of PresentationThe condensed consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”). Any reference in these notes to applicable guidance is meant to refer to the authoritative U.S. GAAP as found in the Accounting Standards Codification (“ASC”) and the Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”). |
Consolidation | The condensed consolidated financial statements include the condensed consolidated accounts of the Company’s majority-owned subsidiary, ADK LLC, of which 88% was owned by indie as of March 31, 2023. ADK LLC’s condensed consolidated financial statements include 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 and Symeo GmbH, both of which are private limited liability companies 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, Ay Dee Kay S.A., a limited liability company incorporated under the laws of Argentina, indie Semiconductor Morocco, a limited liability company under the laws of Morocco, indie Semiconductor Japan KK, a limited liability company under the laws of Japan, indie Semiconductor Korea Branch, a limited liability company under the laws of Korea, Wuxi indie Microelectronics (“Wuxi”), a Chinese entity with 55% voting controlled and 38% owned by the Company as of March 31, 2023 and Wuxi’s wholly-owned subsidiaries, indie Semiconductor Suzhou, 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 condensed consolidated balance sheets, and a noncontrolling interest in the condensed consolidated statements of operations and condensed consolidated statements of stockholders’ equity (deficit) and noncontrolling interest. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Recently Adopted Accounting Pronouncements 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 adopted the guidance as of January 1, 2023 and the impact to its condensed consolidated financial statements was not material. |
Business Combinations (Tables)
Business Combinations (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Business Acquisitions, by Acquisition | The following presents the preliminary allocation of the purchase consideration to the assets acquired and liabilities assumed for Silicon Radar and GEO as of March 31, 2023: Silicon Radar GEO Purchase price - cash consideration paid $ 8,653 $ 91,076 Purchase price - cash consideration accrued 800 3,464 Less: cash acquired (208) (1,092) Net cash consideration $ 9,245 $ 93,448 Purchase price - equity consideration issued and issuable (common stock) $ 9,834 $ 96,535 Total equity consideration $ 9,834 $ 96,535 Contingent consideration $ 9,979 $ 63,093 Net consideration $ 29,058 $ 253,076 Estimated fair value of net assets and liabilities assumed: Current assets other than cash $ 3,146 $ 19,560 Property and equipment 2,351 178 Developed technology 4,795 61,522 In-process research & development 4,795 14,943 Customer relationships 3,425 31,847 Backlog 411 3,010 Trade name 2,055 3,990 Other non-current assets 17 10 Current liabilities (1,585) (5,859) Deferred revenue (512) — Deferred tax liabilities, non-current (2,689) (3,672) Other non-current liabilities (682) (711) Total fair value of net assets acquired $ 15,527 $ 124,818 Goodwill $ 13,531 $ 128,258 |
Schedule of Pro Forma Financial Information | The unaudited pro forma financial information shown below summarizes the combined results of operations for the Company and GEO as if the closing of the acquisition had occurred on January 1, 2023: Three months ended March 31, 2023 Combined revenue $ 44,122 Combined net loss before income taxes $ (95,352) |
Inventory, Net (Tables)
Inventory, Net (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of Components of Net Inventories | Inventory, net consists of the following: March 31, 2023 December 31, 2022 Raw materials $ 10,840 $ 5,718 Work-in-process 9,853 6,846 Finished goods 20,518 2,484 Inventory, gross 41,211 15,048 Less: Inventory reserves 2,234 1,792 Inventory, net $ 38,977 $ 13,256 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net consists of the following: Useful life (in years) March 31, 2023 December 31, 2022 Production tooling 4 $ 12,888 $ 10,851 Lab equipment 4 9,308 6,382 Office equipment 3 - 7 5,203 4,736 Leasehold improvements * 1,463 1,216 Construction in progress 2,341 1,763 Property and equipment, gross 31,203 24,948 Less: Accumulated depreciation 10,091 9,119 Property and equipment, net $ 21,112 $ 15,829 * 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) | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets, Net | Intangible assets, net consist of the following: March 31, 2023 December 31, 2022 Weighted Gross Accumulated Net Weighted Gross Accumulated Net Developed technology 4.8 $ 89,052 $ (6,972) $ 82,080 4.0 $ 22,734 $ (4,993) $ 17,741 Software licenses 1.2 23,353 (13,160) 10,193 1.5 23,305 (11,514) 11,791 Customer relationships 9.4 52,841 (2,594) 50,247 8.2 17,569 (1,895) 15,674 Intellectual property licenses 0.6 1,812 (1,722) 90 1.0 1,777 (1,716) 61 Trade names 5.9 15,581 (1,866) 13,715 5.5 9,536 (1,466) 8,070 Backlog 1.1 3,787 (474) 3,313 1.0 366 (175) 191 Effect of exchange rate on gross carrying amount (3,138) (3,138) (3,614) — (3,614) Intangible assets with finite lives 183,288 (26,788) 156,500 71,673 (21,759) 49,914 IPR&D 33,898 — 33,898 14,160 — 14,160 Effect of exchange rate on gross carrying amount (922) — (922) (957) — (957) Total intangible assets with indefinite lives 32,976 — 32,976 13,203 — 13,203 Total intangible assets $ 216,264 $ (26,788) $ 189,476 $ 84,876 $ (21,759) $ 63,117 |
Schedule of Indefinite-Lived Intangible Assets, Net | Intangible assets, net consist of the following: March 31, 2023 December 31, 2022 Weighted Gross Accumulated Net Weighted Gross Accumulated Net Developed technology 4.8 $ 89,052 $ (6,972) $ 82,080 4.0 $ 22,734 $ (4,993) $ 17,741 Software licenses 1.2 23,353 (13,160) 10,193 1.5 23,305 (11,514) 11,791 Customer relationships 9.4 52,841 (2,594) 50,247 8.2 17,569 (1,895) 15,674 Intellectual property licenses 0.6 1,812 (1,722) 90 1.0 1,777 (1,716) 61 Trade names 5.9 15,581 (1,866) 13,715 5.5 9,536 (1,466) 8,070 Backlog 1.1 3,787 (474) 3,313 1.0 366 (175) 191 Effect of exchange rate on gross carrying amount (3,138) (3,138) (3,614) — (3,614) Intangible assets with finite lives 183,288 (26,788) 156,500 71,673 (21,759) 49,914 IPR&D 33,898 — 33,898 14,160 — 14,160 Effect of exchange rate on gross carrying amount (922) — (922) (957) — (957) Total intangible assets with indefinite lives 32,976 — 32,976 13,203 — 13,203 Total intangible assets $ 216,264 $ (26,788) $ 189,476 $ 84,876 $ (21,759) $ 63,117 |
Schedule of Future Amortization Expense | Based on the amount of definite-lived intangible assets subject to amortization as of March 31, 2023, amortization expense for each of the next five fiscal years is expected to be as follows: 2023 (remaining nine months) $ 26,692 2024 29,656 2025 24,146 2026 23,410 2027 20,891 Thereafter 31,705 $ 156,500 |
Goodwill (Tables)
Goodwill (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The following table sets forth the carrying amount and activity of goodwill as of March 31, 2023: Amount Balance as of December 31, 2022 $ 136,463 Acquisitions (Note 2) 141,789 Effect of exchange rate on goodwill 697 Balance as of March 31, 2023 $ 278,949 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Components of Debt | The following table sets forth the components of debt as of March 31, 2023 and December 31, 2022: March 31, 2023 December 31, 2022 Principal Unamortized Carrying Principal Unamortized Carrying 2027 Notes $ 160,000 $ (5,024) $ 154,976 $ 160,000 $ (5,258) $ 154,742 Promissory note, due 2023 — — — 10,000 (26) 9,974 CIBC loan, due 2026 4,913 (16) 4,897 5,247 (14) 5,233 Short term loans, due 2023 — — — 1,450 — 1,450 Total term loans $ 164,913 $ (5,040) $ 159,873 $ 176,697 $ (5,298) $ 171,399 Revolving line of credit 746 — 746 — — — Total debt $ 165,659 $ (5,040) $ 160,619 $ 176,697 $ (5,298) $ 171,399 The outstanding debt as of March 31, 2023 and December 31, 2022 is classified in the condensed consolidated balance sheets as follows: March 31, 2023 December 31, 2022 Current liabilities - Current debt obligations $ 4,660 $ 15,700 Noncurrent liabilities - Long-term debt, net of current maturities 155,959 155,699 Total debt $ 160,619 $ 171,399 |
Schedule of Components of Interest Expense on Debt | The table below sets forth the components of interest expense for the three months ended March 31, 2023 and March 31, 2022: Three Months Ended 2023 2022 Interest expense on the 2027 Notes Stated interest at 4.50% per annum $ 1,800 $ — Amortization of discount and issuance cost 234 — Total interest expense related to the 2027 Notes 2,034 — Interest expense on other debt obligations: Contractual interest 88 58 Amortization of discount and issuance cost 26 — Total interest expense related to other debt obligations 2,148 58 Total interest expense $ 2,148 $ 58 |
Warrant Liability (Tables)
Warrant Liability (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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: 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) | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value Hierarchy for Financial Assets and Liabilities | The following table presents the Company’s fair value hierarchy for financial liabilities: Fair Value Measurements as of March 31, 2023 Level 1 Level 2 Level 3 Total Liabilities: Private Placement Warrants $ — $ — $ 37,702 $ 37,702 Public Warrants $ 55,028 $ — $ — $ 55,028 GEO Contingent Consideration - First Tranche $ — $ — $ 39,519 $ 39,519 GEO Contingent Consideration - Second Tranche $ — $ — $ 24,017 $ 24,017 GEO Adjustment Holdback $ — $ 3,594 $ — $ — GEO Indemnity Holdback $ — $ 16,526 $ — $ — Silicon Radar Contingent Consideration - First Tranche $ — $ — $ 4,215 $ 4,215 Silicon Radar Contingent Consideration - Second Tranche $ — $ — $ 5,875 $ 5,875 City Semi Contingent Consideration - Second Tranche $ — $ — $ 1,643 $ 1,643 Symeo Contingent Consideration - First Tranche $ — $ — $ 3,670 $ 3,670 Symeo Contingent Consideration - Second Tranche $ — $ — $ 7 $ 7 Currency Forward Contract $ — $ 4,029 $ — $ 4,029 Fair Value Measurements as of December 31, 2022 Level 1 Level 2 Level 3 Total Liabilities: Private Placement Warrants $ — $ — $ 17,970 $ 17,970 Public Warrants $ 27,428 $ — $ — $ 27,428 City Semi Contingent Consideration - Second Tranche $ — $ — $ 1,383 $ 1,383 Symeo Contingent Consideration - First Tranche $ — $ — $ 2,000 $ 2,000 Symeo Contingent Consideration - Second Tranche $ — $ — $ 4 $ 4 Symeo Promissory Note $ — $ — $ 9,674 $ 9,674 Currency forward contract $ — $ 3,845 $ — $ 3,845 |
Schedule of Unobservable Input Reconciliation | The following table presents the significant unobservable inputs assumed for each of the fair value measurements: March 31, 2023 December 31, 2022 Input Input Liabilities: Warrants Expected volatility 49.30 % 64.00 % GEO Contingent Consideration - First Tranche Market yield rate 9.21 % N/A Scenario probability 80 % N/A GEO Contingent Consideration - Second Tranche Market yield rate 9.21 % N/A Scenario probability 80 % N/A Silicon Radar Contingent Consideration - First Tranche Market yield rate 7.59 % N/A Scenario probability 50 % N/A Silicon Radar Contingent Consideration - Second Tranche Market yield rate 7.59 % N/A Scenario probability 75 % N/A City Semi Contingent Consideration - Second Tranche Discount rate 12.70 % 12.65 % Symeo Contingent Consideration - First Tranche Discount Rate 4.64 % 4.73 % Symeo Contingent Consideration - Second Tranche Discount Rate 4.64 % 4.73 % |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | The following tables present revenue disaggregated by geography of the customer’s shipping location for the three months ended March 31, 2023 and 2022: Three Months Ended 2023 2022 United States $ 12,431 $ 6,630 Greater China 19,242 9,108 Europe 3,797 4,063 Rest of North America 1,782 1,461 Rest of Asia Pacific 2,632 325 South America 568 412 Total revenue $ 40,452 $ 21,999 |
Schedule of Contract Liabilities | The following table presents the assets and liabilities associated with the engineering services contracts recorded on the condensed consolidated balance sheet as of March 31, 2023 and December 31, 2022: Balance Sheet Classification March 31, December 31, Unbilled revenue Prepaid expenses and other current assets $ 8,648 $ 3,623 Contract liabilities Accrued expenses and other current liabilities $ 1,842 $ 1,739 |
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 three months ended March 31, 2023 and 2022: Three Months Ended 2023 2022 Customer A 15.8 % 36.0 % Customer B 11.9 % — % |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of the Components of Share-Based Compensation Expense | The following table sets forth the share-based compensation for the periods presented: Three Months Ended 2023 2022 Cost of goods sold $ 68 $ — Research and development 6,262 8,650 Selling, general, and administrative 5,065 3,765 Total $ 11,395 $ 12,415 |
Net Loss per Common Share (Tabl
Net Loss per Common Share (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Net Income (Loss) Per Common Unit | Basic and diluted net loss per common share was calculated as follows: Three Months Ended 2023 2022 Numerator: Net income (loss) $ (81,966) $ 13,706 Less: Net income (loss) attributable to noncontrolling interest (9,220) 2,873 Net income attributable to common stockholders - basic $ (72,746) $ 10,833 Net loss attributable to common shares - dilutive $ (72,746) $ 10,833 Denominator: Weighted average shares outstanding - basic 131,490,221 111,189,340 Effect of potentially dilutive Phantom Units — 1,083,749 Effect of potentially dilutive Class V common stock — 29,386,392 Effect of potentially dilutive unvested Class B units — 4,391,072 Effect of potentially dilutive unexercised options — 1,346,219 Weighted average common shares outstanding—diluted 131,490,221 147,396,772 Net loss per share attributable to common shares— basic $ (0.55) $ 0.10 Net loss per share attributable to common shares— diluted $ (0.55) $ 0.07 |
Schedule of Antidilutive Units Excluded from Computation of Net Loss Per Unit | Three Months Ended 2023 2022 Unvested Class B units 647,674 — Unvested Phantom units 658,637 — Unvested Restricted stock units 11,728,606 — Convertible Class V common shares 19,829,945 — Public warrants for the purchase of Class A common shares 17,250,000 17,250,000 Private warrants for the purchase of Class A common shares 10,150,000 10,150,000 Unexercised options 218,642 313,050 Earn-out Shares 5,000,000 5,000,000 Escrow Shares 1,725,000 1,725,000 Convertible debt into Class A common shares 18,497,110 — 85,705,614 34,438,050 |
Supplemental Financial Inform_2
Supplemental Financial Information (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | Accrued expenses and other current liabilities consist of the following: March 31, 2023 December 31, 2022 Contingent considerations $ 48,638 $ 2,500 Holdbacks for business combinations 4,394 — Accrued cash consideration for business combinations 4,508 — Accrued interest 2,700 900 Operating lease liabilities, current 2,007 1,955 Deferred revenue 1,842 1,739 Other (1) 6,578 6,065 Accrued expenses and other current liabilities $ 70,667 $ 13,159 (1) Amount represents accruals for various operating expenses such as professional fees, accrued royalties, open purchase orders, and other estimates that are expected to be paid within the next 12 months. |
Nature of the Business and Ba_3
Nature of the Business and Basis of Presentation (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | |||||||
Feb. 21, 2023 | Feb. 09, 2023 | Aug. 26, 2022 | Mar. 31, 2023 | Feb. 28, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Nov. 21, 2022 | |
Business Acquisition [Line Items] | |||||||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |||||||
Total proceeds | $ 52,149 | ||||||||
Business combinations, net of cash | $ 98,429 | $ 8,705 | |||||||
Convertible debt into Class A common shares | |||||||||
Business Acquisition [Line Items] | |||||||||
Common stock, par value (in dollars per share) | $ 0.1000 | $ 0.1000 | $ 0.1000 | ||||||
Number of shares issued in transaction (in shares) | 5,447,957 | ||||||||
Price per share of stock sold (in dollars per share) | $ 9.57 | $ 9.57 | |||||||
Ay Dee Kay, LLC | |||||||||
Business Acquisition [Line Items] | |||||||||
Ownership percentage by parent | 88% | 88% | 85% | ||||||
Ay Dee Kay, LLC | Indie Semiconductor | |||||||||
Business Acquisition [Line Items] | |||||||||
Ownership percentage by parent | 55% | 55% | |||||||
Ay Dee Kay, LLC | Wuxi indie Microelectronics Ltd. | |||||||||
Business Acquisition [Line Items] | |||||||||
Ownership percentage by parent | 38% | 38% | 38% | ||||||
GEO | |||||||||
Business Acquisition [Line Items] | |||||||||
Business combinations, net of cash | $ 93,448 | ||||||||
Equity interest issued or issuable (in shares) | 1,907,180 | ||||||||
Total equity consideration | $ 20,979 | $ 96,535 | |||||||
GEO | Convertible debt into Class A common shares | |||||||||
Business Acquisition [Line Items] | |||||||||
Common stock, par value (in dollars per share) | $ 0.0001 | ||||||||
Equity interest issued or issuable (in shares) | 6,868,768 | ||||||||
Total equity consideration | $ 75,556 | ||||||||
Purchase price - contingent considerations | $ 63,093 | ||||||||
Silicon Radar | |||||||||
Business Acquisition [Line Items] | |||||||||
Business combinations, net of cash | $ 9,245 | $ 9,245 | |||||||
Total equity consideration | $ 9,834 | ||||||||
Silicon Radar | Convertible debt into Class A common shares | |||||||||
Business Acquisition [Line Items] | |||||||||
Common stock, par value (in dollars per share) | $ 0.0001 | ||||||||
Equity interest issued or issuable (in shares) | 982,445 | ||||||||
Total equity consideration | $ 9,834 | ||||||||
Purchase price - contingent considerations | $ 9,979 | ||||||||
At-The-Market Offering | |||||||||
Business Acquisition [Line Items] | |||||||||
Sale of stock, aggregate sales price | $ 150,000 | ||||||||
Sale of stock, shares reserved for future issuance | $ 97,851 |
Business Combinations - Purchas
Business Combinations - Purchase Allocation (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | |||||
Feb. 21, 2023 | Feb. 09, 2023 | Mar. 31, 2023 | Feb. 28, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Business Combination, Cash Consideration Transferred [Abstract] | |||||||
Net cash consideration | $ 98,429 | $ 8,705 | |||||
Estimated fair value of net assets and liabilities assumed: | |||||||
Goodwill | $ 278,949 | 278,949 | $ 136,463 | ||||
Silicon Radar | |||||||
Business Combination, Cash Consideration Transferred [Abstract] | |||||||
Less: cash acquired | $ (208) | ||||||
Net cash consideration | $ 9,245 | 9,245 | |||||
Purchase price - equity consideration | |||||||
Total equity consideration | 9,834 | ||||||
Contingent consideration | 9,979 | ||||||
Net consideration | 29,058 | ||||||
Estimated fair value of net assets and liabilities assumed: | |||||||
Current assets other than cash | 3,146 | 3,146 | |||||
Property and equipment | 2,351 | 2,351 | |||||
Other non-current assets | 17 | 17 | |||||
Current liabilities | (1,585) | (1,585) | |||||
Deferred revenue | (512) | (512) | |||||
Deferred tax liabilities, non-current | (2,689) | (2,689) | |||||
Other non-current liabilities | (682) | (682) | |||||
Total fair value of net assets acquired | 15,527 | 15,527 | |||||
Goodwill | 13,531 | 13,531 | |||||
Silicon Radar | Initial Cash Considation | |||||||
Business Combination, Cash Consideration Transferred [Abstract] | |||||||
Purchase price | 8,653 | ||||||
Silicon Radar | Cash Consideration Accural | |||||||
Business Combination, Cash Consideration Transferred [Abstract] | |||||||
Purchase price | 800 | ||||||
Silicon Radar | Purchase price - equity consideration issued and issuable (common stock) | |||||||
Purchase price - equity consideration | |||||||
Total equity consideration | $ 9,834 | ||||||
Silicon Radar | In-process research & development | |||||||
Estimated fair value of net assets and liabilities assumed: | |||||||
In-process research & development | 4,795 | 4,795 | |||||
Silicon Radar | Developed technology | |||||||
Estimated fair value of net assets and liabilities assumed: | |||||||
Intangible asset, preliminary and final valuation | 4,795 | 4,795 | |||||
Silicon Radar | Customer relationships | |||||||
Estimated fair value of net assets and liabilities assumed: | |||||||
Intangible asset, preliminary and final valuation | 3,425 | 3,425 | |||||
Silicon Radar | Backlog | |||||||
Estimated fair value of net assets and liabilities assumed: | |||||||
Intangible asset, preliminary and final valuation | 411 | 411 | |||||
Silicon Radar | Trade name | |||||||
Estimated fair value of net assets and liabilities assumed: | |||||||
Intangible asset, preliminary and final valuation | 2,055 | 2,055 | |||||
GEO | |||||||
Business Combination, Cash Consideration Transferred [Abstract] | |||||||
Less: cash acquired | (1,092) | ||||||
Net cash consideration | $ 93,448 | ||||||
Purchase price - equity consideration | |||||||
Total equity consideration | $ 20,979 | 96,535 | |||||
Contingent consideration | 63,093 | ||||||
Net consideration | 253,076 | ||||||
Estimated fair value of net assets and liabilities assumed: | |||||||
Current assets other than cash | 19,560 | 19,560 | |||||
Property and equipment | 178 | 178 | |||||
Other non-current assets | 10 | 10 | |||||
Current liabilities | (5,859) | (5,859) | |||||
Deferred revenue | 0 | 0 | |||||
Deferred tax liabilities, non-current | (3,672) | (3,672) | |||||
Other non-current liabilities | (711) | (711) | |||||
Total fair value of net assets acquired | 124,818 | 124,818 | |||||
Goodwill | 128,258 | 128,258 | |||||
GEO | Initial Cash Considation | |||||||
Business Combination, Cash Consideration Transferred [Abstract] | |||||||
Purchase price | 91,076 | ||||||
GEO | Cash Consideration Accural | |||||||
Business Combination, Cash Consideration Transferred [Abstract] | |||||||
Purchase price | 3,464 | ||||||
GEO | Purchase price - equity consideration issued and issuable (common stock) | |||||||
Purchase price - equity consideration | |||||||
Total equity consideration | 96,535 | ||||||
GEO | In-process research & development | |||||||
Estimated fair value of net assets and liabilities assumed: | |||||||
In-process research & development | 14,943 | 14,943 | |||||
GEO | Developed technology | |||||||
Estimated fair value of net assets and liabilities assumed: | |||||||
Intangible asset, preliminary and final valuation | 61,522 | 61,522 | |||||
GEO | Customer relationships | |||||||
Estimated fair value of net assets and liabilities assumed: | |||||||
Intangible asset, preliminary and final valuation | 31,847 | 31,847 | |||||
GEO | Backlog | |||||||
Estimated fair value of net assets and liabilities assumed: | |||||||
Intangible asset, preliminary and final valuation | 3,010 | 3,010 | |||||
GEO | Trade name | |||||||
Estimated fair value of net assets and liabilities assumed: | |||||||
Intangible asset, preliminary and final valuation | $ 3,990 | $ 3,990 |
Business Combinations - Narrati
Business Combinations - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | ||||||
Feb. 21, 2023 | Feb. 09, 2023 | Mar. 31, 2023 | Feb. 28, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | Nov. 21, 2022 | Aug. 26, 2022 | |
Business Acquisition [Line Items] | ||||||||
Business combinations, net of cash | $ 98,429 | $ 8,705 | ||||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||||||
Achievement period (in months) | 12 months | |||||||
GEO | ||||||||
Business Acquisition [Line Items] | ||||||||
Business combinations, net of cash | $ 93,448 | |||||||
Equity interest issued or issuable (in shares) | 1,907,180 | |||||||
Acquisition related costs | 2,305 | |||||||
Consideration transferred | $ 253,076 | |||||||
Total equity consideration | $ 20,979 | 96,535 | ||||||
Business acquisition, indemnity holdback period | 24 months | |||||||
Business acquisition, indemnity holdback, shares (in shares) | 1,566,472 | |||||||
Indemnity holdback, fair value | $ 17,231 | |||||||
Business acquisition, adjustment holdback, shares (in shares) | 340,708 | |||||||
Business acquisition, adjustment holdback, period | 60 days | |||||||
Business acquisition, adjustment holdback, fair value | $ 3,748 | |||||||
GEO | Contingent consideration, tranche one | ||||||||
Business Acquisition [Line Items] | ||||||||
Purchase price - contingent considerations | 39,519 | 39,519 | ||||||
Payment to acquire business based on design win performance | $ 50,000 | |||||||
Achievement period (in months) | 12 months | |||||||
GEO | Contingent consideration, tranche one | Maximum | ||||||||
Business Acquisition [Line Items] | ||||||||
Payment to acquire business based on design win performance | $ 55,000 | |||||||
GEO | Contingent consideration, tranche two | ||||||||
Business Acquisition [Line Items] | ||||||||
Purchase price - contingent considerations | 24,017 | $ 24,017 | ||||||
Payment to acquire business based on design win performance | $ 30,000 | |||||||
Achievement period (in months) | 6 months | |||||||
Business combination, period for volume-weighted-average-price | 20 days | |||||||
GEO | Contingent consideration, tranche two | Maximum | ||||||||
Business Acquisition [Line Items] | ||||||||
Payment to acquire business based on design win performance | $ 35,000 | |||||||
GEO | Convertible debt into Class A common shares | ||||||||
Business Acquisition [Line Items] | ||||||||
Equity interest issued or issuable (in shares) | 6,868,768 | |||||||
Common stock, par value (in dollars per share) | $ 0.0001 | |||||||
Purchase price - contingent considerations | $ 63,093 | |||||||
Total equity consideration | $ 75,556 | |||||||
GEO | Common Stock Class A | ||||||||
Business Acquisition [Line Items] | ||||||||
Total equity consideration | $ 96,535 | |||||||
GEO | Common Stock Class A | Contingent consideration, tranche one | ||||||||
Business Acquisition [Line Items] | ||||||||
Share price (in dollars per share) | $ 8.50 | $ 8.50 | ||||||
GEO | Common Stock Class A | Contingent consideration, tranche two | ||||||||
Business Acquisition [Line Items] | ||||||||
Share price (in dollars per share) | $ 11.50 | $ 11.50 | ||||||
Silicon Radar | ||||||||
Business Acquisition [Line Items] | ||||||||
Business combinations, net of cash | $ 9,245 | $ 9,245 | ||||||
Acquisition related costs | $ 692 | |||||||
Business Combination, Holdback Period | 12 months | |||||||
Consideration transferred | 29,058 | |||||||
Total equity consideration | 9,834 | |||||||
Silicon Radar | Maximum | ||||||||
Business Acquisition [Line Items] | ||||||||
Payment to acquire business based on design win performance | 9,000 | |||||||
Silicon Radar | Contingent consideration, tranche one | ||||||||
Business Acquisition [Line Items] | ||||||||
Purchase price - contingent considerations | $ 4,215 | $ 4,215 | ||||||
Payment to acquire business based on design win performance | $ 5,000 | |||||||
Achievement period (in months) | 12 months | |||||||
Silicon Radar | Contingent consideration, tranche two | ||||||||
Business Acquisition [Line Items] | ||||||||
Purchase price - contingent considerations | $ 5,875 | $ 5,875 | ||||||
Payment to acquire business based on design win performance | $ 7,000 | |||||||
Achievement period (in months) | 12 months | |||||||
Silicon Radar | Convertible debt into Class A common shares | ||||||||
Business Acquisition [Line Items] | ||||||||
Equity interest issued or issuable (in shares) | 982,445 | |||||||
Common stock, par value (in dollars per share) | $ 0.0001 | |||||||
Purchase price - contingent considerations | $ 9,979 | |||||||
Total equity consideration | $ 9,834 | |||||||
Silicon Radar | Common Stock Class A | ||||||||
Business Acquisition [Line Items] | ||||||||
Total equity consideration | $ 9,834 |
Business Combinations - Pro For
Business Combinations - Pro Forma Financial Information (Details) - GEO $ in Thousands | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | |
Combined revenue | $ 44,122 |
Combined net loss before income taxes | $ (95,352) |
Inventory, Net - Components of
Inventory, Net - Components of Net Inventories (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 10,840 | $ 5,718 |
Work-in-process | 9,853 | 6,846 |
Finished goods | 20,518 | 2,484 |
Inventory, gross | 41,211 | 15,048 |
Less: Inventory reserves | 2,234 | 1,792 |
Inventory, net | $ 38,977 | $ 13,256 |
Inventory, Net - Narrative (Det
Inventory, Net - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Inventory Disclosure [Abstract] | ||
Inventory write-down | $ 31 | $ 503 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 31,203 | $ 24,948 | |
Less: Accumulated depreciation | 10,091 | 9,119 | |
Property and equipment, net | 21,112 | 15,829 | |
Depreciation expense on reclassified assets | $ 955 | $ 760 | |
Production tooling | |||
Property, Plant and Equipment [Line Items] | |||
Useful life (in years) | 4 years | ||
Property and equipment, gross | $ 12,888 | 10,851 | |
Lab equipment | |||
Property, Plant and Equipment [Line Items] | |||
Useful life (in years) | 4 years | ||
Property and equipment, gross | $ 9,308 | 6,382 | |
Office equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 5,203 | 4,736 | |
Office equipment | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Useful life (in years) | 3 years | ||
Office equipment | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Useful life (in years) | 7 years | ||
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 1,463 | 1,216 | |
Construction in progress | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 2,341 | $ 1,763 |
Intangible Assets, Net - Summar
Intangible Assets, Net - Summary (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | $ 183,288 | $ 71,673 |
Accumulated amortization | (26,788) | (21,759) |
Net carrying amount | 156,500 | 49,914 |
Gross effect of exchange rate on carrying value, finite-lived | (3,138) | (3,614) |
Accumulated amortization, effect of exchange rate on carrying value, finite-lived | 0 | |
Net effect of exchange rate on carrying value, finite-lived | (3,138) | (3,614) |
Intangible assets with indefinite lives | 32,976 | 13,203 |
Effect of exchange rate on gross carrying amount | (922) | (957) |
Total intangible assets | 216,264 | 84,876 |
Intangible assets, net | 189,476 | 63,117 |
IPR&D | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets with indefinite lives | $ 33,898 | $ 14,160 |
Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average remaining useful life | 4 years 9 months 18 days | 4 years |
Gross carrying amount | $ 89,052 | $ 22,734 |
Accumulated amortization | (6,972) | (4,993) |
Net carrying amount | $ 82,080 | $ 17,741 |
Software licenses | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average remaining useful life | 1 year 2 months 12 days | 1 year 6 months |
Gross carrying amount | $ 23,353 | $ 23,305 |
Accumulated amortization | (13,160) | (11,514) |
Net carrying amount | $ 10,193 | $ 11,791 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average remaining useful life | 9 years 4 months 24 days | 8 years 2 months 12 days |
Gross carrying amount | $ 52,841 | $ 17,569 |
Accumulated amortization | (2,594) | (1,895) |
Net carrying amount | $ 50,247 | $ 15,674 |
Intellectual property licenses | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average remaining useful life | 7 months 6 days | 1 year |
Gross carrying amount | $ 1,812 | $ 1,777 |
Accumulated amortization | (1,722) | (1,716) |
Net carrying amount | $ 90 | $ 61 |
Trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average remaining useful life | 5 years 10 months 24 days | 5 years 6 months |
Gross carrying amount | $ 15,581 | $ 9,536 |
Accumulated amortization | (1,866) | (1,466) |
Net carrying amount | $ 13,715 | $ 8,070 |
Backlog | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average remaining useful life | 1 year 1 month 6 days | 1 year |
Gross carrying amount | $ 3,787 | $ 366 |
Accumulated amortization | (474) | (175) |
Net carrying amount | $ 3,313 | $ 191 |
Intangible Assets, Net - Narrat
Intangible Assets, Net - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization of intangible assets | $ 5,080 | $ 4,675 |
Intangible Assets, Net - Future
Intangible Assets, Net - Future Amortization Expense (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2023 (remaining nine months) | $ 26,692 | |
2024 | 29,656 | |
2025 | 24,146 | |
2026 | 23,410 | |
2027 | 20,891 | |
Thereafter | 31,705 | |
Net carrying amount | $ 156,500 | $ 49,914 |
Goodwill - Roll Forward (Detail
Goodwill - Roll Forward (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Goodwill [Roll Forward] | |
Beginning balance | $ 136,463 |
Acquisitions | 141,789 |
Effect of exchange rate on goodwill | 697 |
Ending balance | $ 278,949 |
Goodwill - Narrative (Details)
Goodwill - Narrative (Details) | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Change in goodwill | $ 141,789,000 |
Effect of exchange rate on goodwill | 697,000 |
Goodwill impairment | $ 0 |
Debt - Components of Debt (Deta
Debt - Components of Debt (Details) $ in Thousands, $ in Thousands | Mar. 31, 2023 USD ($) | Mar. 31, 2023 CAD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2022 CAD ($) | Nov. 21, 2022 USD ($) |
Schedule of Long Term and Short Term Debt Instruments [Line Items] | |||||
Total term loans | $ 165,659 | $ 176,697 | |||
Unamortized discount and issuance cost | (5,040) | (5,298) | |||
Total debt | 160,619 | 171,399 | |||
Loans | |||||
Schedule of Long Term and Short Term Debt Instruments [Line Items] | |||||
Short-term debt | 0 | 1,450 | |||
Promissory note, due 2023 | |||||
Schedule of Long Term and Short Term Debt Instruments [Line Items] | |||||
Outstanding amount | 0 | 10,000 | |||
Unamortized discount and issuance cost | 0 | (26) | |||
Carrying amount | 0 | 9,974 | |||
Senior notes | 2027 Notes | |||||
Schedule of Long Term and Short Term Debt Instruments [Line Items] | |||||
Outstanding amount | 160,000 | 160,000 | |||
Unamortized discount and issuance cost | (5,024) | (5,258) | $ (5,374) | ||
Carrying amount | 154,976 | 154,742 | |||
Line of credit | CIBC loan, due 2026 | |||||
Schedule of Long Term and Short Term Debt Instruments [Line Items] | |||||
Outstanding amount | 4,913 | $ 6,655 | 5,247 | $ 7,119 | |
Unamortized discount and issuance cost | (16) | (14) | |||
Carrying amount | 4,897 | 5,233 | |||
Line of credit | Revolving line of credit | Revolving credit facility | |||||
Schedule of Long Term and Short Term Debt Instruments [Line Items] | |||||
Outstanding amount | 0 | ||||
Unamortized discount and issuance cost | 0 | 0 | |||
Carrying amount | 746 | 0 | |||
Loans | |||||
Schedule of Long Term and Short Term Debt Instruments [Line Items] | |||||
Total term loans | 164,913 | 176,697 | |||
Unamortized discount and issuance cost | (5,040) | (5,298) | |||
Total debt | $ 159,873 | $ 171,399 |
Debt - Balance Sheet Components
Debt - Balance Sheet Components (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Debt Disclosure [Abstract] | ||
Current liabilities - Current debt obligations | $ 4,660 | $ 15,700 |
Noncurrent liabilities - Long-term debt, net of current maturities | 155,959 | 155,699 |
Total debt | $ 160,619 | $ 171,399 |
Debt - Narrative (Details)
Debt - Narrative (Details) | 3 Months Ended | 12 Months Ended | ||||||||||||||||||||||||
Nov. 21, 2022 USD ($) tradingDay $ / shares | Jun. 24, 2022 USD ($) | Jun. 24, 2022 CNY (¥) | Jun. 21, 2022 USD ($) | Jun. 21, 2022 CNY (¥) | Oct. 18, 2021 USD ($) | Oct. 18, 2021 CNY (¥) | Oct. 12, 2021 CAD ($) | Apr. 29, 2021 USD ($) | Apr. 29, 2021 CNY (¥) | Mar. 31, 2023 USD ($) $ / shares shares | Mar. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) $ / shares shares | Mar. 31, 2023 CAD ($) | Dec. 31, 2022 CAD ($) | Dec. 31, 2022 CNY (¥) | Nov. 17, 2022 USD ($) | Nov. 16, 2022 USD ($) | Aug. 26, 2022 $ / shares | Apr. 27, 2022 USD ($) | Apr. 27, 2022 CNY (¥) | Jan. 19, 2022 USD ($) | Jan. 19, 2022 CNY (¥) | Jan. 04, 2022 USD ($) | Oct. 15, 2020 USD ($) | Oct. 15, 2020 CNY (¥) | |
Schedule of Long Term and Short Term Debt Instruments [Line Items] | ||||||||||||||||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||||||
Unamortized discount and issuance cost | $ 5,040,000 | $ 5,298,000 | ||||||||||||||||||||||||
Proceeds from issuance of debt obligations | $ 747,000 | $ 315,000 | ||||||||||||||||||||||||
Convertible debt into Class A common shares | ||||||||||||||||||||||||||
Schedule of Long Term and Short Term Debt Instruments [Line Items] | ||||||||||||||||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.1000 | $ 0.1000 | ||||||||||||||||||||||||
Redemption of shares (in shares) | shares | 0 | 1,112,524 | ||||||||||||||||||||||||
Treasury stock acquired, average cost per share | $ / shares | $ 6.65 | |||||||||||||||||||||||||
Stock repurchased during period, value | $ 7,404,000 | |||||||||||||||||||||||||
Loans | ||||||||||||||||||||||||||
Schedule of Long Term and Short Term Debt Instruments [Line Items] | ||||||||||||||||||||||||||
Short-term debt | $ 0 | 1,450,000 | ||||||||||||||||||||||||
CIBC loan, due 2026 | Prime rate | Revolving credit facility | ||||||||||||||||||||||||||
Schedule of Long Term and Short Term Debt Instruments [Line Items] | ||||||||||||||||||||||||||
Basis spread on variable rate | 0.25% | |||||||||||||||||||||||||
TeraXion Line Of Credit Used As Securitization | Revolving credit facility | ||||||||||||||||||||||||||
Schedule of Long Term and Short Term Debt Instruments [Line Items] | ||||||||||||||||||||||||||
Line of credit facility, maximum borrowing capacity | $ 7,000,000 | |||||||||||||||||||||||||
Short term loan agreement | Loans | ||||||||||||||||||||||||||
Schedule of Long Term and Short Term Debt Instruments [Line Items] | ||||||||||||||||||||||||||
Principal amount | ¥ | ¥ 4,000,000 | |||||||||||||||||||||||||
Short term loan agreement | CITIC Group Corporation Ltd. | Loans | ||||||||||||||||||||||||||
Schedule of Long Term and Short Term Debt Instruments [Line Items] | ||||||||||||||||||||||||||
Principal amount | $ 315,000 | ¥ 2,000,000 | ||||||||||||||||||||||||
Interest rate | 3.70% | 3.70% | 3.90% | 3.90% | ||||||||||||||||||||||
Increase in short-term debt | $ 448,000 | ¥ 3,000,000 | ||||||||||||||||||||||||
Short-term debt | 725,000 | ¥ 5,000,000 | ||||||||||||||||||||||||
Short term loan agreement | NCBC | Loans | ||||||||||||||||||||||||||
Schedule of Long Term and Short Term Debt Instruments [Line Items] | ||||||||||||||||||||||||||
Principal amount | $ 304,000 | ¥ 2,000,000 | $ 151,000 | ¥ 1,000,000 | ||||||||||||||||||||||
Interest rate | 3.15% | 3.15% | 4.785% | 4.785% | 4.26% | 4.26% | 4.785% | 4.785% | ||||||||||||||||||
Increase in short-term debt | $ 448,000 | ¥ 3,000,000 | ||||||||||||||||||||||||
Short-term debt | 704,000 | ¥ 5,000,000 | ||||||||||||||||||||||||
Proceeds from issuance of debt obligations | $ 150,000 | ¥ 1,000,000 | $ 155,000 | ¥ 1,000,000 | ||||||||||||||||||||||
Promissory note, due 2023 | Loans | ||||||||||||||||||||||||||
Schedule of Long Term and Short Term Debt Instruments [Line Items] | ||||||||||||||||||||||||||
Principal amount | $ 10,000,000 | |||||||||||||||||||||||||
Short-term debt | 9,961,000 | |||||||||||||||||||||||||
Short-term debt, gross | 10,000,000 | |||||||||||||||||||||||||
Senior notes | 2027 Notes | ||||||||||||||||||||||||||
Schedule of Long Term and Short Term Debt Instruments [Line Items] | ||||||||||||||||||||||||||
Principal amount | $ 160,000,000 | |||||||||||||||||||||||||
Interest rate | 4.50% | 4.50% | ||||||||||||||||||||||||
Exchange ratio | 0.1155869 | |||||||||||||||||||||||||
Debt instrument, convertible, conversion price | $ / shares | $ 8.65 | |||||||||||||||||||||||||
Debt instrument, convertible, premium on initial conversion price | 30% | |||||||||||||||||||||||||
Share price | $ / shares | $ 6.655 | |||||||||||||||||||||||||
Unamortized discount and issuance cost | $ 5,374,000 | $ 5,024,000 | 5,258,000 | |||||||||||||||||||||||
Carrying amount | 154,976,000 | 154,742,000 | ||||||||||||||||||||||||
Long-term debt, fair value | 233,536,000 | 157,440,000 | ||||||||||||||||||||||||
Noncash interest expense, debt | 234,000 | |||||||||||||||||||||||||
Outstanding amount | 160,000,000 | 160,000,000 | ||||||||||||||||||||||||
Senior notes | 2027 Notes | Debt Instrument, Redemption, Period One | ||||||||||||||||||||||||||
Schedule of Long Term and Short Term Debt Instruments [Line Items] | ||||||||||||||||||||||||||
Debt instrument, convertible, threshold consecutive trading days | tradingDay | 30 | |||||||||||||||||||||||||
Debt instrument, convertible, threshold percentage of stock price trigger | 130% | |||||||||||||||||||||||||
Debt instrument, convertible, redemption price percentage | 98% | |||||||||||||||||||||||||
Senior notes | 2027 Notes | Debt Instrument, Redemption, Period Two | ||||||||||||||||||||||||||
Schedule of Long Term and Short Term Debt Instruments [Line Items] | ||||||||||||||||||||||||||
Debt instrument, convertible, threshold consecutive trading days | tradingDay | 30 | |||||||||||||||||||||||||
Debt instrument, convertible, redemption price percentage | 100% | |||||||||||||||||||||||||
Senior notes | 2027 Notes | Minimum | Debt Instrument, Redemption, Period One | ||||||||||||||||||||||||||
Schedule of Long Term and Short Term Debt Instruments [Line Items] | ||||||||||||||||||||||||||
Threshold trading days | tradingDay | 20 | |||||||||||||||||||||||||
Senior notes | 2027 Notes | Minimum | Debt Instrument, Redemption, Period Two | ||||||||||||||||||||||||||
Schedule of Long Term and Short Term Debt Instruments [Line Items] | ||||||||||||||||||||||||||
Threshold trading days | tradingDay | 20 | |||||||||||||||||||||||||
Senior notes | 2027 Notes | Maximum | ||||||||||||||||||||||||||
Schedule of Long Term and Short Term Debt Instruments [Line Items] | ||||||||||||||||||||||||||
Debt instrument, convertible, conversion price | $ / shares | $ 0.1502629 | |||||||||||||||||||||||||
Senior notes | 2027 Notes | Initial Purchasers | ||||||||||||||||||||||||||
Schedule of Long Term and Short Term Debt Instruments [Line Items] | ||||||||||||||||||||||||||
Principal amount | $ 140,000,000 | |||||||||||||||||||||||||
Interest rate | 4.50% | |||||||||||||||||||||||||
Senior notes | 2027 Notes | Additional Notes | ||||||||||||||||||||||||||
Schedule of Long Term and Short Term Debt Instruments [Line Items] | ||||||||||||||||||||||||||
Principal amount | $ 20,000,000 | |||||||||||||||||||||||||
Interest rate | 4.50% | |||||||||||||||||||||||||
Line of credit | CIBC loan, due 2026 | ||||||||||||||||||||||||||
Schedule of Long Term and Short Term Debt Instruments [Line Items] | ||||||||||||||||||||||||||
Unamortized discount and issuance cost | 16,000 | 14,000 | ||||||||||||||||||||||||
Carrying amount | 4,897,000 | 5,233,000 | ||||||||||||||||||||||||
Line of credit facility, maximum borrowing capacity | 9,440,000 | |||||||||||||||||||||||||
Monthly interest payment | $ 155,000 | |||||||||||||||||||||||||
Outstanding amount | 4,913,000 | 5,247,000 | $ 6,655,000 | $ 7,119,000 | ||||||||||||||||||||||
Line of credit | CIBC loan, due 2026 | 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 | Revolving credit facility | ||||||||||||||||||||||||||
Schedule of Long Term and Short Term Debt Instruments [Line Items] | ||||||||||||||||||||||||||
Outstanding amount | 746,000 | |||||||||||||||||||||||||
Loans | ||||||||||||||||||||||||||
Schedule of Long Term and Short Term Debt Instruments [Line Items] | ||||||||||||||||||||||||||
Unamortized discount and issuance cost | $ 5,040,000 | $ 5,298,000 |
Debt - Components of Interest E
Debt - Components of Interest Expense on Debt (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Schedule of Long Term and Short Term Debt Instruments [Line Items] | ||
Amortization of discount and issuance cost | $ 259 | $ 0 |
Total interest expense | $ 2,148 | 58 |
Senior notes | 2027 Notes | ||
Schedule of Long Term and Short Term Debt Instruments [Line Items] | ||
Interest rate | 4.50% | |
Interest expense | $ 1,800 | 0 |
Amortization of discount and issuance cost | 234 | 0 |
Total interest expense | 2,034 | 0 |
Other debt | ||
Schedule of Long Term and Short Term Debt Instruments [Line Items] | ||
Interest expense | 88 | 58 |
Amortization of discount and issuance cost | $ 26 | $ 0 |
Warrant Liability - Narrative (
Warrant Liability - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||||
Jul. 10, 2021 | Jun. 09, 2021 | Mar. 31, 2023 | Dec. 31, 2022 | Jun. 10, 2021 | |
Class of Warrant or Right [Line Items] | |||||
Warrant liability | $ 92,730 | $ 45,398 | $ 74,408 | ||
Class B | |||||
Class of Warrant or Right [Line Items] | |||||
Conversion of stock, shares converted (in shares) | 8,625,000 | ||||
Convertible debt into Class A common shares | |||||
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 | ||||
Warrants outstanding (in shares) | 17,250,000 | ||||
Exercise price (in dollars per share) | $ 11.50 | ||||
Warrant exercise period | 30 days | 30 days | |||
Redemption price of warrants (in dollars per share) | $ 0.01 | ||||
Redemption period | 30 days | ||||
Stock price trigger (in dollars per share) | $ 18 | ||||
Redemption period, minimum sale price trading days | 20 days | ||||
Trading period | 30 days | ||||
Warrant liability | $ 55,028 | $ 27,428 | $ 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 | Mar. 31, 2023 | Dec. 31, 2022 | Jun. 10, 2021 |
Class of Warrant or Right [Line Items] | |||
Initial Fair Value | $ 92,730 | $ 45,398 | $ 74,408 |
Public Warrants | |||
Class of Warrant or Right [Line Items] | |||
Warrants outstanding (in shares) | 17,250,000 | ||
Exercise price (in dollars per share) | $ 11.50 | ||
Redemption price (in dollars per share) | $ 18 | ||
Initial Fair Value | 55,028 | 27,428 | $ 42,435 |
Private Warrants | |||
Class of Warrant or Right [Line Items] | |||
Warrants outstanding (in shares) | 10,150,000 | ||
Exercise price (in dollars per share) | $ 11.50 | ||
Initial Fair Value | $ 37,702 | $ 17,970 | $ 31,973 |
Contingent and Earn-Out Liabi_2
Contingent and Earn-Out Liabilities (Details) | 1 Months Ended | |||||||||||
Feb. 21, 2023 USD ($) | Feb. 09, 2023 USD ($) | Oct. 01, 2021 USD ($) | Jun. 10, 2021 tradingDay $ / shares shares | May 13, 2020 USD ($) | Mar. 31, 2023 USD ($) $ / shares | Feb. 28, 2023 USD ($) | Mar. 03, 2023 USD ($) | Dec. 31, 2022 USD ($) | Jan. 04, 2022 USD ($) | Dec. 31, 2021 USD ($) | May 31, 2021 USD ($) | |
Reverse Capitalization [Line Items] | ||||||||||||
Achievement period (in months) | 12 months | |||||||||||
Contingent considerations | $ 48,638,000 | $ 2,500,000 | ||||||||||
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 | |||||||||||
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 | |||||||||||
City Semi | ||||||||||||
Reverse Capitalization [Line Items] | ||||||||||||
Contingent consideration | $ 1,180,000 | |||||||||||
City Semi | Contingent consideration, tranche one | ||||||||||||
Reverse Capitalization [Line Items] | ||||||||||||
Maximum contingent consideration | 500,000 | |||||||||||
Purchase price - contingent considerations | $ 456,000 | |||||||||||
City Semi | Contingent consideration, tranche two | ||||||||||||
Reverse Capitalization [Line Items] | ||||||||||||
Maximum contingent consideration | $ 1,500,000 | |||||||||||
Purchase price - contingent considerations | 1,643,000 | 1,383,000 | ||||||||||
ON Design Israel | ||||||||||||
Reverse Capitalization [Line Items] | ||||||||||||
Contingent consideration | $ 4,000,000 | |||||||||||
ON Design Israel | Contingent consideration, tranche one | ||||||||||||
Reverse Capitalization [Line Items] | ||||||||||||
Purchase price - contingent considerations | 0 | $ 1,817,000 | ||||||||||
Payment to acquire business based on design win performance | $ 2,500,000 | |||||||||||
Achievement period (in months) | 30 months | |||||||||||
ON Design Israel | Contingent consideration, tranche two | ||||||||||||
Reverse Capitalization [Line Items] | ||||||||||||
Purchase price - contingent considerations | $ 2,222,000 | |||||||||||
Payment to acquire business based on design win performance | $ 5,000,000 | |||||||||||
Achievement period (in months) | 36 months | |||||||||||
Symeo GmbH | ||||||||||||
Reverse Capitalization [Line Items] | ||||||||||||
Contingent considerations | $ 4,390,000 | |||||||||||
Contingent noncurrent liability | 3,446,000 | |||||||||||
Symeo GmbH | Contingent consideration, tranche one | ||||||||||||
Reverse Capitalization [Line Items] | ||||||||||||
Purchase price - contingent considerations | 3,670,000 | 2,000,000 | ||||||||||
Payment to acquire business based on design win performance | 5,000,000 | |||||||||||
Symeo GmbH | Contingent consideration, tranche two | ||||||||||||
Reverse Capitalization [Line Items] | ||||||||||||
Purchase price - contingent considerations | 7,000 | $ 4,000 | ||||||||||
Payment to acquire business based on design win performance | $ 6,000,000 | |||||||||||
Silicon Radar | ||||||||||||
Reverse Capitalization [Line Items] | ||||||||||||
Contingent consideration | $ 9,979,000 | |||||||||||
Contingent considerations | $ 4,174,000 | |||||||||||
Contingent noncurrent liability | 5,805,000 | |||||||||||
Silicon Radar | Maximum | ||||||||||||
Reverse Capitalization [Line Items] | ||||||||||||
Payment to acquire business based on design win performance | 9,000,000 | |||||||||||
Silicon Radar | Contingent consideration, tranche one | ||||||||||||
Reverse Capitalization [Line Items] | ||||||||||||
Purchase price - contingent considerations | 4,215,000 | |||||||||||
Payment to acquire business based on design win performance | $ 5,000,000 | |||||||||||
Achievement period (in months) | 12 months | |||||||||||
Silicon Radar | Contingent consideration, tranche two | ||||||||||||
Reverse Capitalization [Line Items] | ||||||||||||
Purchase price - contingent considerations | 5,875,000 | |||||||||||
Payment to acquire business based on design win performance | $ 7,000,000 | |||||||||||
Achievement period (in months) | 12 months | |||||||||||
GEO | ||||||||||||
Reverse Capitalization [Line Items] | ||||||||||||
Contingent consideration | 63,093,000 | |||||||||||
Contingent considerations | $ 39,239,000 | |||||||||||
Contingent noncurrent liability | $ 23,854,000 | |||||||||||
GEO | Contingent consideration, tranche one | ||||||||||||
Reverse Capitalization [Line Items] | ||||||||||||
Purchase price - contingent considerations | $ 39,519,000 | |||||||||||
Payment to acquire business based on design win performance | $ 50,000,000 | |||||||||||
Achievement period (in months) | 12 months | |||||||||||
GEO | Contingent consideration, tranche one | Common Stock Class A | ||||||||||||
Reverse Capitalization [Line Items] | ||||||||||||
Share price (in dollars per share) | $ / shares | $ 8.50 | |||||||||||
GEO | Contingent consideration, tranche one | Maximum | ||||||||||||
Reverse Capitalization [Line Items] | ||||||||||||
Payment to acquire business based on design win performance | $ 55,000,000 | |||||||||||
GEO | Contingent consideration, tranche two | ||||||||||||
Reverse Capitalization [Line Items] | ||||||||||||
Purchase price - contingent considerations | $ 24,017,000 | |||||||||||
Payment to acquire business based on design win performance | $ 30,000,000 | |||||||||||
Achievement period (in months) | 6 months | |||||||||||
Business combination, period for volume-weighted-average-price | 20 days | |||||||||||
GEO | Contingent consideration, tranche two | Common Stock Class A | ||||||||||||
Reverse Capitalization [Line Items] | ||||||||||||
Share price (in dollars per share) | $ / shares | $ 11.50 | |||||||||||
GEO | Contingent consideration, tranche two | Maximum | ||||||||||||
Reverse Capitalization [Line Items] | ||||||||||||
Payment to acquire business based on design win performance | $ 35,000,000 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) $ in Thousands | Mar. 31, 2023 USD ($) |
Currency Forward Contract | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Currency forward contract | $ 4,025 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value Hierarchy for Financial Assets and Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Jun. 10, 2021 | May 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Warrants | $ 92,730 | $ 45,398 | $ 74,408 | |
Currency Forward Contract | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Derivative, fair value | 4,029 | 3,845 | ||
Private Placement Warrants | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Warrants | 37,702 | 17,970 | 31,973 | |
Public Warrants | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Warrants | 55,028 | 27,428 | $ 42,435 | |
Loans | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Short-term debt | 0 | 1,450 | ||
Symeo Promissory Note | Loans | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Short-term debt | 9,961 | |||
GEO | Adjustment Holdback | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Purchase price - contingent considerations | 0 | |||
GEO | Indemnity Holdback | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Purchase price - contingent considerations | 0 | |||
GEO | Contingent consideration, tranche one | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Purchase price - contingent considerations | 39,519 | |||
GEO | Contingent consideration, tranche two | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Purchase price - contingent considerations | 24,017 | |||
Silicon Radar | Contingent consideration, tranche one | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Purchase price - contingent considerations | 4,215 | |||
Silicon Radar | Contingent consideration, tranche two | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Purchase price - contingent considerations | 5,875 | |||
City Semi | Contingent consideration, tranche one | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Purchase price - contingent considerations | $ 456 | |||
City Semi | Contingent consideration, tranche two | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Purchase price - contingent considerations | 1,643 | 1,383 | ||
Symeo GmbH | Symeo Promissory Note | Loans | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Short-term debt | 9,674 | |||
Symeo GmbH | Contingent consideration, tranche one | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Purchase price - contingent considerations | 3,670 | 2,000 | ||
Symeo GmbH | Contingent consideration, tranche two | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Purchase price - contingent considerations | 7 | 4 | ||
Level 1 | Currency Forward Contract | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Derivative, fair value | 0 | 0 | ||
Level 1 | Private Placement Warrants | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Warrants | 0 | 0 | ||
Level 1 | Public Warrants | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Warrants | 55,028 | 27,428 | ||
Level 1 | GEO | Adjustment Holdback | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Purchase price - contingent considerations | 0 | |||
Level 1 | GEO | Indemnity Holdback | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Purchase price - contingent considerations | 0 | |||
Level 1 | GEO | Contingent consideration, tranche one | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Purchase price - contingent considerations | 0 | |||
Level 1 | GEO | Contingent consideration, tranche two | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Purchase price - contingent considerations | 0 | |||
Level 1 | Silicon Radar | Contingent consideration, tranche one | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Purchase price - contingent considerations | 0 | |||
Level 1 | Silicon Radar | Contingent consideration, tranche two | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Purchase price - contingent considerations | 0 | |||
Level 1 | City Semi | Contingent consideration, tranche two | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Purchase price - contingent considerations | 0 | 0 | ||
Level 1 | Symeo GmbH | Symeo Promissory Note | Loans | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Short-term debt | 0 | |||
Level 1 | Symeo GmbH | Contingent consideration, tranche one | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Purchase price - contingent considerations | 0 | 0 | ||
Level 1 | Symeo GmbH | Contingent consideration, tranche two | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Purchase price - contingent considerations | 0 | 0 | ||
Level 2 | Currency Forward Contract | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Derivative, fair value | 4,029 | 3,845 | ||
Level 2 | Private Placement Warrants | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Warrants | 0 | 0 | ||
Level 2 | Public Warrants | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Warrants | 0 | 0 | ||
Level 2 | GEO | Adjustment Holdback | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Purchase price - contingent considerations | 3,594 | |||
Level 2 | GEO | Indemnity Holdback | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Purchase price - contingent considerations | 16,526 | |||
Level 2 | GEO | Contingent consideration, tranche one | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Purchase price - contingent considerations | 0 | |||
Level 2 | GEO | Contingent consideration, tranche two | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Purchase price - contingent considerations | 0 | |||
Level 2 | Silicon Radar | Contingent consideration, tranche one | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Purchase price - contingent considerations | 0 | |||
Level 2 | Silicon Radar | Contingent consideration, tranche two | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Purchase price - contingent considerations | 0 | |||
Level 2 | City Semi | Contingent consideration, tranche two | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Purchase price - contingent considerations | 0 | 0 | ||
Level 2 | Symeo GmbH | Symeo Promissory Note | Loans | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Short-term debt | 0 | |||
Level 2 | Symeo GmbH | Contingent consideration, tranche one | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Purchase price - contingent considerations | 0 | 0 | ||
Level 2 | Symeo GmbH | Contingent consideration, tranche two | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Purchase price - contingent considerations | 0 | 0 | ||
Level 3 | Currency Forward Contract | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Derivative, fair value | 0 | 0 | ||
Level 3 | Private Placement Warrants | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Warrants | 37,702 | 17,970 | ||
Level 3 | Public Warrants | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Warrants | 0 | 0 | ||
Level 3 | GEO | Adjustment Holdback | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Purchase price - contingent considerations | 0 | |||
Level 3 | GEO | Indemnity Holdback | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Purchase price - contingent considerations | 0 | |||
Level 3 | GEO | Contingent consideration, tranche one | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Purchase price - contingent considerations | 39,519 | |||
Level 3 | GEO | Contingent consideration, tranche two | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Purchase price - contingent considerations | 24,017 | |||
Level 3 | Silicon Radar | Contingent consideration, tranche one | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Purchase price - contingent considerations | 4,215 | |||
Level 3 | Silicon Radar | Contingent consideration, tranche two | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Purchase price - contingent considerations | 5,875 | |||
Level 3 | City Semi | Contingent consideration, tranche two | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Purchase price - contingent considerations | 1,643 | 1,383 | ||
Level 3 | Symeo GmbH | Symeo Promissory Note | Loans | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Short-term debt | 9,674 | |||
Level 3 | Symeo GmbH | Contingent consideration, tranche one | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Purchase price - contingent considerations | 3,670 | 2,000 | ||
Level 3 | Symeo GmbH | Contingent consideration, tranche two | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Purchase price - contingent considerations | $ 7 | $ 4 |
Fair Value Measurements - Unobs
Fair Value Measurements - Unobservable Input Reconciliation (Details) | Mar. 31, 2023 | Dec. 31, 2022 |
Expected volatility | Option pricing model | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Expected volatility | 0.4930 | 0.6400 |
Market yield rate | Discounted cash flow | Contingent consideration, tranche one | GEO | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration, measurement input | 0.0921 | |
Market yield rate | Discounted cash flow | Contingent consideration, tranche one | Silicon Radar | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration, measurement input | 0.0759 | |
Market yield rate | Discounted cash flow | Contingent consideration, tranche two | GEO | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration, measurement input | 0.0921 | |
Market yield rate | Discounted cash flow | Contingent consideration, tranche two | Silicon Radar | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration, measurement input | 0.0759 | |
Scenario probability | Discounted cash flow | Contingent consideration, tranche one | GEO | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration, measurement input | 0.80 | |
Scenario probability | Discounted cash flow | Contingent consideration, tranche one | Silicon Radar | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration, measurement input | 0.50 | |
Scenario probability | Discounted cash flow | Contingent consideration, tranche two | GEO | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration, measurement input | 0.80 | |
Scenario probability | Discounted cash flow | Contingent consideration, tranche two | Silicon Radar | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration, measurement input | 0.75 | |
Discount rate | Discounted cash flow | Contingent consideration, tranche one | Symeo GmbH | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration, measurement input | 0.0464 | 0.0473 |
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 | 0.1270 | 0.1265 |
Discount rate | Discounted cash flow | Contingent consideration, tranche two | Symeo GmbH | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration, measurement input | 0.0464 | 0.0473 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) ¥ / shares in Units, $ / shares in Units, ¥ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Nov. 29, 2022 USD ($) shares | Nov. 29, 2022 CNY (¥) ¥ / shares shares | Mar. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 shares | Nov. 28, 2022 | Nov. 16, 2022 USD ($) | |
Capital Unit [Line Items] | ||||||
Total proceeds | $ | $ 52,149,000 | |||||
Convertible debt into Class A common shares | ||||||
Capital Unit [Line Items] | ||||||
Number of shares issued in transaction (in shares) | shares | 5,447,957 | |||||
Price per share of stock sold (in yuan per share) | $ / shares | $ 9.57 | |||||
Redemption of shares (in shares) | shares | 0 | 1,112,524 | ||||
Stock repurchase program, remaining authorized repurchase amount | $ | $ 42,596,000 | |||||
Maximum | Convertible debt into Class A common shares | ||||||
Capital Unit [Line Items] | ||||||
Stock repurchase program, authorized amount | $ | $ 50,000,000 | |||||
Maximum | Convertible debt into Class A common shares | 2027 Notes | Senior notes | ||||||
Capital Unit [Line Items] | ||||||
Stock repurchase program, authorized amount | $ | $ 25,000,000 | |||||
Ay Dee Kay, LLC | ||||||
Capital Unit [Line Items] | ||||||
Ownership interest by noncontrolling owners | 26% | |||||
Ay Dee Kay, LLC | Wuxi indie Microelectronics Ltd. | ||||||
Capital Unit [Line Items] | ||||||
Ownership interest by noncontrolling owners | 38% | 45% | ||||
Wuxi indie Microelectronics Ltd. | Private Placement | ||||||
Capital Unit [Line Items] | ||||||
Total proceeds | $ 42,000,000 | ¥ 300,000 | ||||
Number of shares issued in transaction (in shares) | shares | 371,160 | 371,160 | ||||
Sale of stock, percentage of ownership after transaction | 16% | 16% | ||||
Price per share of stock sold (in yuan per share) | ¥ / shares | ¥ 808.28 | |||||
Sale of stock, percentage of applicable original issue price | 100% | 100% | ||||
Sale of stock, percentage of annual simple premium | 8% | 8% | ||||
Sale of stock, exchange of share, maximum | shares | 6,000,000 | 6,000,000 |
Noncontrolling Interest (Detail
Noncontrolling Interest (Details) - $ / shares | Jun. 10, 2021 | Mar. 31, 2023 | Dec. 31, 2022 |
Convertible Class V common shares | |||
Noncontrolling Interest [Line Items] | |||
Common stock, shares issued (in shares) | 19,829,945 | 21,381,476 | |
Common stock, shares outstanding (in shares) | 19,829,945 | 21,381,476 | |
Convertible Class V common shares | Common Units, Except Common Unit Class H | |||
Noncontrolling Interest [Line Items] | |||
Conversion of common units into common stock (in shares) | 33,827,371 | ||
Common stock, votes per share (in votes) | $ 1 | ||
Ay Dee Kay, LLC | |||
Noncontrolling Interest [Line Items] | |||
Ownership interest by noncontrolling owners | 26% | ||
Ownership percentage by parent | 88% | 85% | |
Indie Semiconductor | Ay Dee Kay, LLC | |||
Noncontrolling Interest [Line Items] | |||
Ownership percentage by parent | 55% | ||
Wuxi indie Microelectronics Ltd. | Ay Dee Kay, LLC | |||
Noncontrolling Interest [Line Items] | |||
Ownership percentage by parent | 38% | 38% |
Revenue - Disaggregation of Rev
Revenue - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 40,452 | $ 21,999 |
United States | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 12,431 | 6,630 |
Greater China | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 19,242 | 9,108 |
Europe | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 3,797 | 4,063 |
Rest of North America | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 1,782 | 1,461 |
Rest of Asia Pacific | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 2,632 | 325 |
South America | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 568 | $ 412 |
Revenue - Contract Balances (De
Revenue - Contract Balances (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Revenue from Contract with Customer [Abstract] | ||
Prepaid expenses and other current assets | $ 8,648 | $ 3,623 |
Accrued expenses and other current liabilities | $ 1,842 | $ 1,739 |
Revenue - Narrative (Details)
Revenue - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Contract revenue | |||
Disaggregation of Revenue [Line Items] | |||
Revenue recognized from previously recorded contract liabilities | $ 838 | $ 346 | |
Customer Concentration Risk | Accounts receivable | Customer One | |||
Disaggregation of Revenue [Line Items] | |||
Concentration risk | 22% | 38% | |
Customer Concentration Risk | Accounts receivable | Customer Two | |||
Disaggregation of Revenue [Line Items] | |||
Concentration risk | 15% |
Revenue - Performance Obligatio
Revenue - Performance Obligation (Details) $ in Thousands | Mar. 31, 2023 USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | $ 27,067 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation (as a percent) | 79% |
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 | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Customer A | ||
Disaggregation of Revenue [Line Items] | ||
Concentration risk | 15.80% | 36% |
Customer B | ||
Disaggregation of Revenue [Line Items] | ||
Concentration risk | 11.90% | 0% |
Share-Based Compensation - Comp
Share-Based Compensation - Components of Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock compensation expense | $ 11,395 | $ 12,415 |
Cost of goods sold | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock compensation expense | 68 | 0 |
Research and development | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock compensation expense | 6,262 | 8,650 |
Selling, general, and administrative | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock compensation expense | $ 5,065 | $ 3,765 |
Share-Based Compensation - Narr
Share-Based Compensation - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock compensation expense | $ 11,395 | $ 12,415 |
2022 Omnibus Equity Incentive Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock compensation expense | $ 3,023 | $ 1,674 |
Net Loss per Common Share - Bas
Net Loss per Common Share - Basic and Diluted Net Income (Loss) Per Common Unit (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Numerator: | ||
Net income (loss) | $ (81,966) | $ 13,706 |
Less: Net income (loss) attributable to noncontrolling interest | (9,220) | 2,873 |
Net income attributable to common stockholders - basic | (72,746) | 10,833 |
Net income (loss) attributable to common shares — diluted | $ (72,746) | $ 10,833 |
Denominator: | ||
Weighted average shares outstanding - basic (in shares) | 131,490,221 | 111,189,340 |
Effect of potentially dilutive unexercised options (in shares) | 0 | 1,346,219 |
Weighted average common shares outstanding—diluted (in shares) | 131,490,221 | 147,396,772 |
Earnings Per Share, Basic [Abstract] | ||
Net income (loss) per share attributable to common shares - basic (in dollars per share) | $ (0.55) | $ 0.10 |
Earnings Per Share, Diluted [Abstract] | ||
Net income (loss) per share attributable to common shares - diluted (in dollars per share) | $ (0.55) | $ 0.07 |
Unvested Phantom units | ||
Denominator: | ||
Diluted shares outstanding adjustment | 0 | 1,083,749 |
Convertible Class V common shares | ||
Denominator: | ||
Diluted shares outstanding adjustment | 0 | 29,386,392 |
Unvested Class B units | ||
Denominator: | ||
Diluted shares outstanding adjustment | 0 | 4,391,072 |
Net Loss per Common Share - Ant
Net Loss per Common Share - Antidilutive Units Excluded from Computation of Net Loss Per Unit (Details) - shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially antidilutive securities excluded from the calculation of net income per unit (in shares) | 85,705,614 | 34,438,050 |
Unvested Class B units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially antidilutive securities excluded from the calculation of net income per unit (in shares) | 647,674 | 0 |
Unvested Phantom units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially antidilutive securities excluded from the calculation of net income per unit (in shares) | 658,637 | 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 income per unit (in shares) | 11,728,606 | 0 |
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 income per unit (in shares) | 19,829,945 | 0 |
Public Warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially antidilutive securities excluded from the calculation of net income per unit (in shares) | 17,250,000 | 17,250,000 |
Private Warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially antidilutive securities excluded from the calculation of net income per unit (in shares) | 10,150,000 | 10,150,000 |
Unexercised options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially antidilutive securities excluded from the calculation of net income per unit (in shares) | 218,642 | 313,050 |
Earn-out Shares | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially antidilutive securities excluded from the calculation of net income per unit (in shares) | 5,000,000 | 5,000,000 |
Escrow Shares | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially antidilutive securities excluded from the calculation of net income per unit (in shares) | 1,725,000 | 1,725,000 |
Convertible debt into Class A common shares | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially antidilutive securities excluded from the calculation of net income per unit (in shares) | 18,497,110 | 0 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Calculated tax savings (as a percent) | 85% | |
Income tax benefit | $ 3,706 | $ 659 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Royalty expense | $ 480,000 | $ 242,000 | |
Accrued royalties | 647,000 | $ 2,569,000 | |
Distributed earnings | $ 0 | $ 0 |
Supplemental Financial Inform_3
Supplemental Financial Information (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Contingent considerations | $ 48,638 | $ 2,500 |
Holdbacks for business combinations | 4,394 | 0 |
Accrued cash consideration for business combinations | 4,508 | 0 |
Accrued interest | 2,700 | 900 |
Operating lease liabilities, current | 2,007 | 1,955 |
Deferred revenue | 1,842 | 1,739 |
Other | 6,578 | 6,065 |
Accrued expenses and other current liabilities | $ 70,667 | $ 13,159 |