Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2024 | Aug. 06, 2024 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2024 | |
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 | 88-1735159 | |
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 | |
Title of 12(b) Security | Class A common stock, par value $0.0001 per share | |
Trading Symbol | INDI | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q2 | |
Entity Central Index Key | 0001841925 | |
Amendment Flag | false | |
Class A | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 179,371,900 | |
Class V | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 18,044,328 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 112,347 | $ 151,678 |
Restricted cash | 10,300 | 0 |
Accounts receivable, net of allowance for doubtful accounts of $510 and $192 for June 30, 2024 and December 31, 2023, respectively | 58,074 | 63,602 |
Inventory, net | 42,464 | 33,141 |
Prepaid expenses and other current assets | 24,371 | 23,399 |
Total current assets | 247,556 | 271,820 |
Property and equipment, net | 33,511 | 26,966 |
Intangible assets, net | 205,402 | 208,134 |
Goodwill | 289,276 | 295,096 |
Operating lease right-of-use assets | 14,481 | 13,790 |
Other assets and deposits | 7,100 | 3,070 |
Total assets | 797,326 | 818,876 |
Liabilities and stockholders' equity | ||
Accounts payable | 26,525 | 18,405 |
Accrued payroll liabilities | 9,200 | 6,621 |
Contingent consideration | 13,149 | 83,903 |
Accrued expenses and other current liabilities | 27,595 | 21,411 |
Intangible asset contract liability | 4,089 | 4,429 |
Current debt obligations | 12,586 | 4,106 |
Total current liabilities | 93,144 | 138,875 |
Long-term debt, net of current portion | 157,263 | 156,735 |
Intangible asset contract liability, net of current portion | 11,246 | 0 |
Deferred tax liabilities, non-current | 12,996 | 13,696 |
Operating lease liability, non-current | 11,393 | 10,850 |
Other long-term liabilities | 8,651 | 21,695 |
Total liabilities | 294,693 | 341,851 |
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 | 896,220 | 813,742 |
Accumulated deficit | (411,780) | (361,441) |
Accumulated other comprehensive loss | (13,750) | (6,170) |
indie's stockholders' equity | 470,710 | 446,149 |
Noncontrolling interest | 31,923 | 30,876 |
Total stockholders' equity | 502,633 | 477,025 |
Total liabilities and stockholders' equity | 797,326 | 818,876 |
Class A | ||
Stockholders' equity | ||
Common stock | 18 | 16 |
Class V | ||
Stockholders' equity | ||
Common stock | $ 2 | $ 2 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Allowance for doubtful accounts | $ 510 | $ 192 |
Preferred stock, par value (in dollars per share) | $ 0.1000 | $ 0.1000 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Class A | ||
Common stock, par value (in dollars per share) | $ 0.1000 | $ 0.1000 |
Common stock, shares authorized (in shares) | 400,000,000 | 400,000,000 |
Common stock, shares issued (in shares) | 178,276,607 | 164,979,958 |
Common stock, shares outstanding (in shares) | 176,542,919 | 163,193,278 |
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) | 18,044,332 | 18,694,332 |
Common stock, shares outstanding (in shares) | 18,044,332 | 18,694,332 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Revenue: | ||||
Total revenue | $ 52,355,000 | $ 52,108,000 | $ 104,708,000 | $ 92,560,000 |
Operating expenses: | ||||
Cost of goods sold | 30,241,000 | 32,127,000 | 60,330,000 | 56,183,000 |
Research and development | 41,301,000 | 42,069,000 | 90,890,000 | 78,632,000 |
Selling, general, and administrative | 17,447,000 | 18,637,000 | 39,769,000 | 35,451,000 |
Total operating expenses | 88,989,000 | 92,833,000 | 190,989,000 | 170,266,000 |
Loss from operations | (36,634,000) | (40,725,000) | (86,281,000) | (77,706,000) |
Other income (expense), net: | ||||
Interest income | 1,076,000 | 1,870,000 | 2,385,000 | 4,289,000 |
Interest expense | (2,134,000) | (2,144,000) | (4,240,000) | (4,292,000) |
Gain (loss) from change in fair value of warrants | 0 | 25,046,000 | 0 | (22,286,000) |
Gain from change in fair value of contingent considerations and acquisition-related holdbacks | 17,331,000 | 2,303,000 | 32,690,000 | 673,000 |
Other income (expense) | (553,000) | 429,000 | (800,000) | 429,000 |
Total other income (expense), net | 15,720,000 | 27,504,000 | 30,035,000 | (21,187,000) |
Net loss before income taxes | (20,914,000) | (13,221,000) | (56,246,000) | (98,893,000) |
Income tax benefit (provision) | (86,000) | (342,000) | 1,023,000 | 3,364,000 |
Net loss | (21,000,000) | (13,563,000) | (55,223,000) | (95,529,000) |
Less: Net loss attributable to noncontrolling interest | (1,840,000) | (436,000) | (4,884,000) | (9,656,000) |
Net loss attributable to indie Semiconductor, Inc. | (19,160,000) | (13,127,000) | (50,339,000) | (85,873,000) |
Net loss attributable to common shares — basic | (19,160,000) | (13,127,000) | (50,339,000) | (85,873,000) |
Net loss attributable to common shares — diluted | $ (19,160,000) | $ (13,127,000) | $ (50,339,000) | $ (85,873,000) |
Net loss per share attributable to common shares— basic (in dollars per share) | $ (0.11) | $ (0.09) | $ (0.30) | $ (0.63) |
Net loss per share attributable to common shares— diluted (in dollars per share) | $ (0.11) | $ (0.09) | $ (0.30) | $ (0.63) |
Weighted average common shares outstanding - basic (in shares) | 170,164,241 | 141,973,731 | 167,384,295 | 136,760,936 |
Weighted average common shares outstanding - diluted (in shares) | 170,164,241 | 141,973,731 | 167,384,295 | 136,760,936 |
Product revenue | ||||
Revenue: | ||||
Total revenue | $ 49,009,000 | $ 45,455,000 | $ 97,587,000 | $ 79,108,000 |
Contract revenue | ||||
Revenue: | ||||
Total revenue | $ 3,346,000 | $ 6,653,000 | $ 7,121,000 | $ 13,452,000 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (21,000) | $ (13,563) | $ (55,223) | $ (95,529) |
Other comprehensive loss: | ||||
Foreign currency translation adjustments | (2,942) | 3,938 | (7,580) | 2,438 |
Comprehensive loss | (23,942) | (9,625) | (62,803) | (93,091) |
Less: Comprehensive income (loss) attributable to noncontrolling interest | (2,129) | 798 | (5,084) | (9,127) |
Comprehensive loss attributable to indie Semiconductor, Inc. | $ (21,813) | $ (10,423) | $ (57,719) | $ (83,964) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY 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 Common Stock Class A | Common Stock Common Stock Class A GEO | Common Stock Common Stock Class A Silicon Radar | Common Stock 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, 2022 | 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 | |||||||||||||||||||
Issuance per Exchange of ADK LLC units to Class A | 0 | |||||||||||||||||||
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 | $ 75,557 | $ 9,834 | $ 74,177 | $ 9,585 | $ 1 | $ 74,176 | $ 9,585 | $ 1,380 | $ 249 | |||||||||||
Net 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 | ||||||||||||||||||
Ending balance at Mar. 31, 2023 | 358,137 | 362,093 | $ 14 | $ 2 | 692,090 | (316,562) | (13,451) | (3,956) | ||||||||||||
Beginning balance (in shares) at Dec. 31, 2022 | 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] | ||||||||||||||||||||
Stock issued due to acquisitions | 20,979 | |||||||||||||||||||
Net loss | (95,529) | |||||||||||||||||||
Ending balance (in shares) at Jun. 30, 2023 | 145,237,071 | 18,994,332 | ||||||||||||||||||
Ending balance at Jun. 30, 2023 | 385,199 | 386,275 | $ 14 | $ 2 | 725,461 | (329,689) | (9,513) | (1,076) | ||||||||||||
Beginning balance (in shares) at Mar. 31, 2023 | 140,550,368 | 19,829,945 | ||||||||||||||||||
Beginning balance at Mar. 31, 2023 | 358,137 | 362,093 | $ 14 | $ 2 | 692,090 | (316,562) | (13,451) | (3,956) | ||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||
Vesting of equity awards (in shares) | 87,542 | |||||||||||||||||||
Issuance per net settlement of equity awards and cash exercise of stock options (in shares) | 1,773,903 | |||||||||||||||||||
Issuance per net settlement of equity awards and cash exercise of stock options | 6,769 | 6,187 | 6,187 | 582 | ||||||||||||||||
Issuance in connection with achievement of certain contingent consideration (in shares) | 73,311 | |||||||||||||||||||
Issuance in connection with achievement of certain contingent consideration | 608 | 608 | 608 | |||||||||||||||||
Issuance per Exchange of Class V to Class A (in shares) | 835,613 | (835,613) | ||||||||||||||||||
Issuance per Exchange of Class V to Class A | 0 | (1,500) | (1,500) | 1,500 | ||||||||||||||||
Issuance per Exchange of ADK LLC units to Class A (in shares) | 13,032 | |||||||||||||||||||
Issuance per Exchange of ADK LLC units to Class A | 0 | |||||||||||||||||||
Share-based compensation | 10,272 | 10,272 | 10,272 | |||||||||||||||||
Issuance in connection with At-The-Market equity offering (in shares) | 1,903,302 | |||||||||||||||||||
Issuance in connection with At-The-Market equity offering | 17,804 | 17,804 | 17,804 | |||||||||||||||||
Net loss | (13,563) | (13,127) | (13,127) | (436) | ||||||||||||||||
Foreign currency translation adjustment | 5,172 | 3,938 | 3,938 | 1,234 | ||||||||||||||||
Ending balance (in shares) at Jun. 30, 2023 | 145,237,071 | 18,994,332 | ||||||||||||||||||
Ending balance at Jun. 30, 2023 | 385,199 | 386,275 | $ 14 | $ 2 | 725,461 | (329,689) | (9,513) | (1,076) | ||||||||||||
Beginning balance (in shares) at Dec. 31, 2023 | 163,193,278 | 18,694,332 | 163,193,278 | 18,694,332 | ||||||||||||||||
Beginning balance at Dec. 31, 2023 | 477,025 | 446,149 | $ 16 | $ 2 | 813,742 | (361,441) | (6,170) | 30,876 | ||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||
Vesting of equity awards (in shares) | 26,931 | |||||||||||||||||||
Issuance per net settlement of equity awards and cash exercise of stock options (in shares) | 2,166,146 | |||||||||||||||||||
Issuance per net settlement of equity awards and cash exercise of stock options | 677 | 473 | 473 | 204 | ||||||||||||||||
Issuance per Exchange of Class V to Class A (in shares) | 100,000 | (100,000) | ||||||||||||||||||
Issuance per Exchange of Class V to Class A | 0 | |||||||||||||||||||
Issuance per Exchange of ADK LLC units to Class A (in shares) | 30,516 | |||||||||||||||||||
Issuance per Exchange of ADK LLC units to Class A | 0 | |||||||||||||||||||
Share-based compensation | 18,608 | 18,608 | 18,608 | |||||||||||||||||
Issuance per settlement of contingent considerations (in shares) | 62,562 | |||||||||||||||||||
Issuance per settlement of contingent considerations | 548 | 500 | 500 | 48 | ||||||||||||||||
Shares issued for Investment in Expedera (in shares) | 525,000 | |||||||||||||||||||
Shares issued for Investment in Expedera | 3,385 | 2,964 | $ 1 | 2,963 | 421 | |||||||||||||||
Net loss | (34,223) | (31,179) | (31,179) | (3,044) | ||||||||||||||||
Foreign currency translation adjustment | (4,549) | (4,638) | (4,638) | 89 | ||||||||||||||||
Ending balance (in shares) at Mar. 31, 2024 | 166,104,433 | 18,594,332 | ||||||||||||||||||
Ending balance at Mar. 31, 2024 | 461,471 | 432,877 | $ 17 | $ 2 | 836,286 | (392,620) | (10,808) | 28,594 | ||||||||||||
Beginning balance (in shares) at Dec. 31, 2023 | 163,193,278 | 18,694,332 | 163,193,278 | 18,694,332 | ||||||||||||||||
Beginning balance at Dec. 31, 2023 | 477,025 | 446,149 | $ 16 | $ 2 | 813,742 | (361,441) | (6,170) | 30,876 | ||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||
Stock issued due to acquisitions | 0 | |||||||||||||||||||
Net loss | (55,223) | |||||||||||||||||||
Ending balance (in shares) at Jun. 30, 2024 | 176,542,919 | 18,044,332 | 176,542,919 | 18,044,332 | ||||||||||||||||
Ending balance at Jun. 30, 2024 | 502,633 | 470,710 | $ 18 | $ 2 | 896,220 | (411,780) | (13,750) | 31,923 | ||||||||||||
Beginning balance (in shares) at Mar. 31, 2024 | 166,104,433 | 18,594,332 | ||||||||||||||||||
Beginning balance at Mar. 31, 2024 | 461,471 | 432,877 | $ 17 | $ 2 | 836,286 | (392,620) | (10,808) | 28,594 | ||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||
Vesting of equity awards (in shares) | 26,064 | |||||||||||||||||||
Issuance per net settlement of equity awards and cash exercise of stock options (in shares) | 2,317,279 | |||||||||||||||||||
Issuance per net settlement of equity awards and cash exercise of stock options | 3,118 | 2,916 | 2,916 | 202 | ||||||||||||||||
Issuance per Exchange of Class V to Class A (in shares) | 550,000 | (550,000) | ||||||||||||||||||
Issuance per Exchange of Class V to Class A | 0 | |||||||||||||||||||
Share-based compensation | 13,293 | 13,293 | 13,293 | |||||||||||||||||
Issuance in connection with At-The-Market equity offering (in shares) | 345,052 | |||||||||||||||||||
Issuance in connection with At-The-Market equity offering | 2,318 | 2,157 | 2,157 | 161 | ||||||||||||||||
Issuance per settlement of contingent considerations (in shares) | 7,200,091 | |||||||||||||||||||
Issuance per settlement of contingent considerations | 46,664 | 41,569 | $ 1 | 41,568 | 5,095 | |||||||||||||||
Net loss | (21,000) | (19,160) | (19,160) | (1,840) | ||||||||||||||||
Foreign currency translation adjustment | (3,231) | (2,942) | (2,942) | (289) | ||||||||||||||||
Ending balance (in shares) at Jun. 30, 2024 | 176,542,919 | 18,044,332 | 176,542,919 | 18,044,332 | ||||||||||||||||
Ending balance at Jun. 30, 2024 | $ 502,633 | $ 470,710 | $ 18 | $ 2 | $ 896,220 | $ (411,780) | $ (13,750) | $ 31,923 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Cash flows from operating activities: | ||
Net loss | $ (55,223,000) | $ (95,529,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 19,158,000 | 16,160,000 |
Amortization of inventory step-up | 0 | 5,327,000 |
Allowance for credit losses and inventory reserves | 619,000 | 398,000 |
Share-based compensation | 37,502,000 | 23,779,000 |
Amortization of discount and cost of issuance of debt | 516,000 | 500,000 |
Loss from change in fair value of warrants | 0 | 22,286,000 |
Gain from change in fair value of contingent considerations and acquisition-related holdbacks | (32,690,000) | (673,000) |
Loss from change in fair value of currency forward contract | 1,209,000 | 0 |
Deferred tax liabilities | 0 | (3,716,000) |
Amortization of right-of-use assets | 1,656,000 | 1,196,000 |
Other | 0 | (43,000) |
Changes in operating assets and liabilities: | ||
Accounts receivable | 5,459,000 | (5,887,000) |
Inventory | (5,772,000) | (15,476,000) |
Accounts payable | 5,654,000 | (1,691,000) |
Accrued expenses and other current liabilities | (4,415,000) | (7,716,000) |
Accrued payroll liabilities | 914,000 | 969,000 |
Prepaid and other current assets | (976,000) | (11,381,000) |
Operating lease liabilities | (1,598,000) | (935,000) |
Other long-term liabilities | (1,086,000) | (708,000) |
Net cash used in operating activities | (29,073,000) | (73,140,000) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (5,979,000) | (6,564,000) |
Business combinations, net of cash acquired | (3,200,000) | (98,429,000) |
Net cash used in investing activities | (9,179,000) | (104,993,000) |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock/At-the-market offering | 2,318,000 | 53,135,000 |
Offering costs for the issuance of common stock/At-the-market offering | 0 | (1,137,000) |
Proceeds from issuance of short-term debt obligations | 10,404,000 | 0 |
Issuance costs on line of credit | (50,000) | 0 |
Payments on debt obligations | (1,710,000) | (12,169,000) |
Payments on financed software | (4,429,000) | (4,135,000) |
Proceeds from exercise of stock options | 25,000 | 31,000 |
Net cash provided by financing activities | 6,558,000 | 35,725,000 |
Effect of exchange rate changes on cash and cash equivalents | 2,663,000 | 1,189,000 |
Net decrease in cash and cash equivalents | (29,031,000) | (141,219,000) |
Cash, cash equivalents and restricted cash at beginning of period | 151,678,000 | 321,879,000 |
Cash, cash equivalents and restricted cash at end of period | 122,647,000 | 180,660,000 |
Reconciliation of amounts on condensed consolidated balance sheet: | ||
Cash and cash equivalents | 112,347,000 | 180,660,000 |
Restricted cash | 10,300,000 | 0 |
Total cash, cash equivalents and restricted cash | 122,647,000 | 180,660,000 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 3,728,000 | 3,654,000 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Purchases of property and equipment, accrued but not paid | 3,336,000 | (649,000) |
Fair value of common stock issued for business combination | 0 | 85,391,000 |
Fair value of common stock issuable for business combination | 0 | 20,979,000 |
Fair value of common stock issued to satisfy contingent considerations and acquisition-related holdbacks | 47,211,000 | 0 |
Contingent consideration for business combination | 4,599,000 | 73,072,000 |
Accrual for purchase consideration for business combination | 1,300,000 | 4,264,000 |
Fair value of common stock issued for investment in Expedera | $ 3,428,000 | $ 0 |
Nature of the Business and Basi
Nature of the Business and Basis of Presentation | 6 Months Ended |
Jun. 30, 2024 | |
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 an der Oder, Munich and Nuremberg, Germany; Edinburgh, Scotland; Schlieren, Switzerland; Rabat, Morocco; Haifa, Israel; Quebec City and Toronto, 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 Recent Acquisition On January 25, 2024 (the “Deal Closing Date”), indie and ADK LLC completed its acquisition of Kinetic Technologies, LLC (“Kinetic”). The acquisition was consummated pursuant to an Asset Purchase Agreement (the “APA”) to acquire certain research and development personnel, intellectual property and business properties from Kinetic, in support of a custom product development for a North American electric vehicle original equipment manufacturer (“OEM”). The closing consideration consisted of (i) $3,200 in cash as the initial cash consideration, net of an adjustment holdback amount of $500 and an indemnity holdback amount of $800, (ii) $2,348 of total contingent considerations, payable in cash or Class A common stock, subject to achievement of certain production based milestones 24 months after the Deal Closing Date (“the Production Earnout”), and (iii) $2,251 of contingent considerations, payable in cash or Class A common stock, subject to achievement of certain revenue based milestones 12 months after the Deal Closing Date (“the Revenue Earnout”). The purchase price was subject to working capital and other adjustments as provided in the APA. The indemnity holdback amount is payable within five See Note 2 — Business Combinations for a full description of all of the recent acquisitions. Risks and Uncertainties Current and continued inflationary conditions have led, and may continue to lead to rising prices or rising interest rates, which has had a dampening effect on overall economic activity and consumer demand for automotive products. Additionally, the conflict in the Middle East and the implication of this event has created global political and economic uncertainty. The Company is closely monitoring developments, including potential impact to the Company’s business, customers, suppliers, its employees and operations in Israel, the Middle East and elsewhere. At this time, the impact to indie is subject to change given the volatile nature of the situation. 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 approximately 91% was owned by indie as of June 30, 2024. 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, Symeo GmbH, and Silicon Radar GmbH (“Silicon Radar”), all of which are private limited liability companies incorporated under the laws of Germany, Exalos AG (“Exalos”), a company limited by shares organized under the laws of Switzerland, indie Kft, a limited liability company incorporated under the laws of Hungary, TeraXion Inc. and Geo Semiconductor Canada Inc., both 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, Wuxi indie Microelectronics (“Wuxi”), a Chinese entity with approximately 59% voting controlled and approximately 34% owned by the Company as of June 30, 2024 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, 2023, filed with the SEC on February 29, 2024. 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, 2023. There has been no material change to the Company’s significant accounting policies during the six months ended June 30, 2024. Recent Accounting Pronouncements Recently Issued Not Yet Adopted Accounting Pronouncements In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740) — Improvements to Income Tax Disclosures , to require enhanced income tax disclosures to provide information to assess how an entity’s operations and related tax risks, tax planning, and operational opportunities affect its tax rate and prospects for future cash flows. The amendments in this update provide that a business entity disclose (1) a tabular income tax rate reconciliation, using both percentages and amounts, (2) separate disclosure of any individual reconciling items that are equal to or greater than 5% of the amount computed by multiplying the income (loss) from continuing operations before income taxes by the applicable statutory income tax rate, and disaggregation of certain items that are significant and (3) amount of income taxes paid (net of refunds received) disaggregated by federal, state and foreign jurisdictions, including separate disclosure of any individual jurisdictions greater than 5% of total income taxes paid. These amendments are effective for the Company for annual periods in 2025, applied prospectively, with early adoption and retrospective application permitted. The Company intends to adopt the amendments in this update prospectively in 2025. The impact of the adoption of the amendments in this update is not expected to be material to the Company’s condensed consolidated financial position and results of operations since the amendments require only enhancement of existing income tax disclosures in the notes to the Company’s condensed consolidated financial statements. In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280) – Improvements to Reportable Segment Disclosures , to require enhanced disclosures that include reportable segment expenses. The amendments in this update provide that a business entity disclose significant segment expenses, segment profit or loss (after significant segment expenses), and allows reporting of additional measures of a segments profit or loss if used in assessing segment performance. Such disclosures apply to entities with a single reportable segment and are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, on a retrospective basis. Early adoption is permitted. The Company is currently evaluating the impact of ASU 2023-07 on its condensed consolidated financial statements and related disclosures. |
Business Combinations
Business Combinations | 6 Months Ended |
Jun. 30, 2024 | |
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] | |
Business Combinations | Business Combinations The Company acquired Silicon Radar in February 2023, GEO Semiconductor, Inc. (“GEO”) in March 2023, Exalos in September 2023, and Kinetic in January 2024. 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 following presents the preliminary allocation of the purchase consideration to the assets acquired and liabilities assumed for Exalos and Kinetic, and the final allocation of the purchase consideration to the assets acquired and liabilities assumed for Silicon Radar and GEO as of June 30, 2024: Kinetic Exalos Silicon Radar GEO Purchase price - cash consideration paid $ 3,200 $ — $ 8,653 $ 91,076 Purchase price - cash consideration accrued 1,300 — 800 3,464 Less: cash acquired — (3,439) (208) (1,092) Net cash consideration $ 4,500 $ (3,439) $ 9,245 $ 93,448 Purchase price - equity consideration issued (common stock) $ — $ 42,791 $ 9,834 $ 75,556 Purchase price - equity consideration issuable (common stock) — 2,500 — 20,979 Total equity consideration $ — $ 45,291 $ 9,834 $ 96,535 Contingent consideration 4,599 13,225 9,240 59,280 Net consideration $ 9,099 $ 55,077 $ 28,319 $ 249,263 Estimated fair value of net assets and liabilities assumed: Current assets other than cash $ 6,040 $ 4,408 $ 2,979 $ 24,043 Property and equipment 962 1,001 781 178 Developed technology 455 7,968 4,950 69,330 In-process research & development 750 7,968 8,870 27,040 Customer relationships 250 5,312 4,340 14,220 Backlog 19 664 150 390 Trade name 97 3,984 2,130 10,320 Operating lease right-of-use assets step-up — 664 — — Other non-current assets 729 — 17 10 Current liabilities (752) (3,541) (1,585) (6,084) Deferred revenue — — (512) — Deferred tax liabilities, non-current — (5,318) (2,772) (1,982) Other non-current liabilities (217) — — (711) Total fair value of net assets acquired $ 8,333 $ 23,110 $ 19,348 $ 136,754 Goodwill $ 766 $ 31,967 $ 8,971 $ 112,509 For all 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 Exalos and Kinetic occurred relatively recently, and in light of the magnitude of the transactions, the significant information to be obtained and analyzed and the fact that Exalos resides in a foreign jurisdiction, the Company’s fair value estimates for the purchase price allocation are preliminary and may change during the allowable measurement period, which is up to the point the Company obtains and analyzes the information that existed as of the date of the acquisition necessary to determine the fair values of the assets acquired and liabilities assumed, but in no case to exceed more than one year from the date of the acquisition. Changes in the estimated fair values of the net assets recorded for the business combinations of Exalos and Kinetic upon the finalization of more detailed analyses of the facts and circumstances that existed at the date of the transactions 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. As of August 9, 2024, the Company had not finalized the determination of fair values allocated to various assets and liabilities, including, but not limited to, inventory, property, plant and equipment, identifiable intangible assets, deferred taxes, goodwill, tax uncertainties, income taxes payable and other liabilities. Specifically for the valuation of intangibles assets acquired, the Company used publicly available benchmarking information, as well as a variety of other assumptions, including market participant assumptions to determine the preliminary values. Any changes in the fair values of the assets acquired and liabilities assumed during the measurement period may result in material adjustments to goodwill and/or deferred taxes. Refer to Note 2 Business Combination within Part II, Item 8 of our 2023 Annual Report on Form 10-K for the fiscal year ended December 31, 2023 under the heading “ Financial Statements and Supplementary Data ” for a detailed discussion of acquisitions of Silicon Radar and GEO. Acquisition of Exalos AG On September 18, 2023, Ay Dee Kay Ltd. completed its acquisition of Exalos AG, a Swiss corporation (“Exalos”), pursuant to that Share Sale and Purchase Agreement by and among Ay Dee Kay Ltd., the Company and all of the stockholders of Exalos, whereby Ay Dee Kay Ltd. acquired all of the outstanding common shares of Exalos. The closing consideration consisted of (i) approximately 6,613,786 shares of Class A common stock of the Company, with a fair value of $42,791, and (ii) a contingent consideration with fair value of $13,225 at closing, payable in cash or Class A common stock, subject to Exalos’ achievement of certain revenue-based milestones through September 30, 2025; and (iii) a holdback of $2,500 subject to final release 12 months from the acquisition date payable in shares of Class A common stock. The purchase price is subject to working capital and other adjustments as provided in the Share Sale and Purchase 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 immediately expands the Company’s ADAS and User Experience product and technology offering to its global tier one and automotive OEM customer base. Specifically, indie can now leverage Exalos’ technology portfolio to extend its FMCW LiDAR portfolio. The goodwill is not expected to be deductible for tax purposes. The Company incurred various acquisition-related costs, which were primarily legal expenses and recorded as part of the S elling, General and Administrative expenses. Total costs incurred were $621 during the year ended December 31, 2023. Total costs incurred are $243 for the six months ended June 30, 2024 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 twelve months from the closing date and will be paid in shares of Class A common stock. Total purchase consideration transferred at closing also included contingent consideration that had a fair value of $13,225 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 Exalos achieving certain revenue targets. Both tranches are payable in cash or Class A common stock, at indie’s election, up to a maximum of $20,000, upon the achievement of a revenue threshold of $19,000 for the twelve-month period ending on September 30, 2024 and the achievement of a revenue threshold of $21,000 for the twelve-month period ending on September 30, 2025, respectively. 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 condensed consolidated statement of operations. The first tranche of this earn-out liability is reflected in Contingent considerations and the second tranche is reflected in Other long-term liabilities in the condensed consolidated balance sheet as of June 30, 2024. Pro forma financial information for Exalos is not disclosed as the results are not material to the Company’s condensed consolidated financial statements. Acquisition of Kinetic On January 25, 2024 (“Deal Closing Date”), indie and ADK LLC completed its acquisition of Kinetic. The acquisition was consummated pursuant to an executed APA to acquire certain research and development personnel, intellectual property and business properties from Kinetic, in support of a custom product development for a North American electric vehicle OEM. The closing consideration consisted of (i) $3,200 in cash as the Initial Cash Consideration, net of an adjustment holdback amount of $500 and an indemnity holdback amount of $800, (ii) the Production Earnout with fair value of $2,348, payable in cash or Class A common stock, subject to achievement of certain production based milestones 24 months after the Deal Closing Date, and (iii) the Revenue Earnout with fair value of $2,251, payable in cash or Class A common stock, subject to achievement of certain revenue based milestones 12 months after the Deal Closing Date. The purchase price is subject to working capital and other adjustments as provided in the APA. The indemnity holdback amount is payable within five 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 a new family of smart connectivity solutions that enable high-speed networking of displays and controllers throughout the vehicle, which already generated interest from OEMs. The goodwill is expected to be deductible for tax purposes. indie incurred various acquisition-related costs, which were primarily legal expense, and recorded these as part of the Selling, General and Administrative expenses. Total costs incurred are $350 for the six months ended June 30, 2024. 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 18 months from the Deal Closing Date and will be paid in cash. Total purchase consideration transferred at the Deal Closing Date also included contingent consideration that had a total fair value of $4,599 as of the acquisition date. The acquisition date fair value of the contingent considerations was determined based on the Company’s assessment of the probability of achieving the performance targets that ultimately obligate the Company to transfer additional consideration to the seller. The contingent consideration is comprised of two tranches and both are payable in cash or Class A common stock, at indie’s election. The Production Earnout pays up to a maximum of $3,000, upon fulfillment of certain production volume of a predetermined product within 24-month period ending on January 24, 2026. The Revenue Earnout pays up to a maximum of $2,500 upon the achievement of a minimum revenue threshold of $12,000 for the twelve-month period ending on January 24, 2025. 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 condensed consolidated statement of operations. The Revenue Earnout is reflected in Contingent considerations and the Production Earnout is reflected in Other long-term liabilities in the condensed consolidated balance sheet as of June 30, 2024. Pro forma financial information for Kinetic is not disclosed as the results are not material to the Company’s condensed consolidated financial statements. |
Inventory, Net
Inventory, Net | 6 Months Ended |
Jun. 30, 2024 | |
Inventory Disclosure [Abstract] | |
Inventory, Net | Inventory, Net Inventory, net consists of the following: June 30, 2024 December 31, 2023 Raw materials $ 12,364 $ 7,360 Work-in-process 18,276 12,423 Finished goods 14,013 15,896 Inventory, gross 44,653 35,679 Less: Inventory reserves 2,189 2,538 Inventory, net $ 42,464 $ 33,141 |
Property and Equipment, Net
Property and Equipment, Net | 6 Months Ended |
Jun. 30, 2024 | |
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) June 30, 2024 December 31, 2023 Production tooling 4 $ 18,438 $ 16,428 Lab equipment 4 13,545 12,887 Office equipment 3 - 7 9,170 6,539 Leasehold improvements * 1,921 1,898 Construction in progress 8,041 3,867 Property and equipment, gross 51,115 41,619 Less: Accumulated depreciation 17,604 14,653 Property and equipment, net $ 33,511 $ 26,966 * Leasehold improvements are amortized over the shorter of the remaining lease term or estimated useful life of the leasehold improvement. The Company recognized depreciation expense of $1,381 and $1,548 for the three months ended June 30, 2024 and 2023, respectively. The Company recognized depreciation expense of $2,866 and $2,503 for the six months ended June 30, 2024 and 2023, respectively. Fixed assets not yet in service consist primarily of capitalized internal-use software and certain tooling and other equipment that are not yet ready to be placed into service. |
Intangible Assets, Net
Intangible Assets, Net | 6 Months Ended |
Jun. 30, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets, Net | Intangible Assets, Net Intangible assets, net consist of the following: June 30, 2024 December 31, 2023 Weighted Gross Accumulated Net Weighted Gross Accumulated Net Developed technology 5.7 $ 106,966 $ (25,113) $ 81,853 6.3 $ 106,512 $ (17,876) $ 88,636 Software licenses 3.3 18,479 (2,935) 15,544 1.0 23,745 (18,828) 4,917 Customer relationships 8.6 41,691 (6,913) 34,778 9.4 41,441 (5,156) 36,285 Intellectual property licenses 0.8 1,959 (1,736) 223 0.3 1,911 (1,736) 175 Trade names 5.5 26,067 (5,920) 20,147 6.0 25,970 (4,311) 21,659 Backlog 1.0 1,589 (971) 618 1.2 1,570 (700) 870 Effect of exchange rate on gross carrying amount (3,998) — (3,998) (917) — (917) Intangible assets with finite lives 192,753 (43,588) 149,165 200,232 (48,607) 151,625 IPR&D 57,258 — 57,258 56,508 — 56,508 Effect of exchange rate on gross carrying amount (1,021) — (1,021) 1 — 1 Total intangible assets with indefinite lives 56,237 — 56,237 56,509 — 56,509 Total intangible assets $ 248,990 $ (43,588) $ 205,402 $ 256,741 $ (48,607) $ 208,134 The Company obtained software licenses, which it uses for its research and development efforts related to its products. In both fiscal 2024 and 2023, the Company 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. Further, during the three and six months ended June 30, 2024, the Company acquired $15,335 of software licenses with contractual life of three years and retired fully amortized intangible assets of $20,345 of software licenses. Intangible assets with finite lives are amortized on a straight-line basis over the expected period to be benefited by future cash flows. The Company monitors and assesses these assets for impairment on a periodic basis. Amortization of intangible assets for the three months ended June 30, 2024 and 2023 was $8,226 and $8,577, respectively. Amortization of intangible assets for the six months ended June 30, 2024 and 2023 was $16,292 and $13,657, 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 June 30, 2024, amortization expense for each of the next five fiscal years is expected to be as follows: 2024 (remaining 6 months) $ 14,243 2025 27,905 2026 26,231 2027 20,577 2028 17,880 Thereafter 42,329 Total $ 149,165 |
Goodwill
Goodwill | 6 Months Ended |
Jun. 30, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Goodwill The following table sets forth the carrying amount and activity of goodwill as of June 30, 2024: Amount Balance as of Balance as of the beginning of the period $ 295,096 Acquisitions (Note 2) 766 Effect of exchange rate on goodwill (6,586) Balance as of Balance as of the end of the period $ 289,276 The change in goodwill is primarily driven by a $766 increase during the six months ended June 30, 2024 due to acquisition of Kinetic that was completed during the period, as well as a $6,586 decrease in value due to the 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 six months ended June 30, 2024. |
Debt
Debt | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
Debt | Debt The following table sets forth the components of debt as of June 30, 2024 and December 31, 2023: June 30, 2024 December 31, 2023 Principal Unamortized Carrying Principal Unamortized Carrying 2027 Notes $ 160,000 $ (3,785) $ 156,215 $ 160,000 $ (4,288) $ 155,712 CIBC loan, due 2026 3,281 (10) 3,271 3,971 (13) 3,958 Total term loans 163,281 (3,795) 159,486 163,971 (4,301) 159,670 Revolving lines of credit 10,401 (38) 10,363 1,171 — 1,171 Total debt $ 173,682 $ (3,833) $ 169,849 $ 165,142 $ (4,301) $ 160,841 The outstanding debt as of June 30, 2024 and December 31, 2023 is classified in the condensed consolidated balance sheets as follows: June 30, 2024 December 31, 2023 Current liabilities - Current debt obligations $ 12,586 $ 4,106 Noncurrent liabilities - Long-term debt, net of current maturities 157,263 156,735 Total debt $ 169,849 $ 160,841 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, or a combination of cash and shares of Class A common stock, at the Company’s election, at an initial conversion rate of 115.5869 shares of Class A 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 Class A 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 Class A 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 Class A common stock (not to exceed 150.2629 shares of Class A 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 2027 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 Class A 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 five 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 2027 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. In connection with the offering of the 2027 Notes, the Company entered into privately negotiated transactions through one of the initial purchasers or its affiliate to repurchase 1,112,524 shares of Class A common stock, at an average cost of $6.65 per share, for approximately $7,404 in 2022. 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 June 30, 2024 and December 31, 2023, the total carrying value of the 2027 Notes, net of unamortized discount, was $156,215 and $155,712, respectively. As of June 30, 2024, the total fair value of the 2027 Notes was $160,288 or 100.18% of the aggregate principal amount of the 2027 Notes. As of December 31, 2023, the total fair value of the 2027 Notes was $191,648 or 119.78% of the aggregate principal amount of the 2027 Notes. The estimated fair values are based on Level 2 inputs as the fair value is based on quoted prices for the Company’s debt and comparable instruments in inactive markets. The amortization of the debt discount and cost of issuance resulted in non-cash interest expense of $253 and $240 for the three months ended June 30, 2024 and 2023, respectively. The amortization of the debt discount and cost of issuance resulted in non-cash interest expense of $503 and $474 for the six months ended June 30, 2024 and 2023, respectively. Such amortization expenses are included in Interest Expense in the Company’s condensed consolidated statements of operations. indie Semiconductor Revolving Line of Credit On March 29, 2024, the Company entered into a revolving line of credit agreement with Wells Fargo Bank, National Association (“Wells Fargo”) with a credit limit of $10,000, bearing interest at the Secured Overnight Financing Rate (“SOFR”) plus 1.75%. The outstanding principal balance is due and payable in full on March 28, 2025. Interest is payable monthly beginning on May 1, 2024 through the maturity date. This line of credit required the Company to collateralize a cash balance equal to the total outstanding balance in a cash security account with Wells Fargo, which resulted in a total restricted cash of $10,000 as of June 30, 2024. Fees of $50 incurred will be amortized over the life of the credit agreement. This revolving line of credit had an outstanding balance of $10,000 as of June 30, 2024. During the three and six months ended June 30, 2024, the cash and non-cash interest was de minimus. 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 June 30, 2024 and December 31, 2023, the outstanding principal balance and credit limit of the loan was $3,281 and $3,971, (or CAD4,488 and CAD5,262), respectively. TeraXion also has an authorized credit facility up to CAD5,000 at June 30, 2024 and December 31, 2023, respectively, from CIBC, bearing interest at prime rate plus 0.25%. The credit facility permits the Company to request incremental loans in an aggregate principal amount not to exceed the sum of an amount equal to the greater of CAD5,000 and 100% of TeraXion’s EBITDA. This line of credit had an outstanding balance of CAD549 (or $401) as of June 30, 2024. This line of credit had an outstanding balance of CAD1,551 (or $1,171) as of December 31, 2023. The table below sets forth the components of interest expense for the three and six months ended June 30, 2024 and June 30, 2023: Three Months Ended Six Months Ended 2024 2023 2024 2023 Interest expense on the 2027 Notes Stated interest at 4.50% per annum $ 1,795 $ 1,820 $ 3,590 $ 3,620 Amortization of discount and issuance cost 253 240 503 474 Total interest expense related to the 2027 Notes 2,048 2,060 4,093 4,094 Interest expense on other debt obligations: Contractual interest 74 84 135 173 Amortization of discount and issuance cost 12 — 12 25 Total interest expense related to other debt obligations 86 84 147 198 Total interest expense $ 2,134 $ 2,144 $ 4,240 $ 4,292 The future maturities of the debt obligations are as follows: 2024 (remaining 6 months) $ — 2025 $ 13,682 2026 $ — 2027 $ 160,000 2028 $ — Total $ 173,682 |
Warrant Liability
Warrant Liability | 6 Months Ended |
Jun. 30, 2024 | |
Equity [Abstract] | |
Warrant Liability | Warrant Liability In connection with the June 10, 2021 Transaction, the Company issued 17,250,000 Public Warrants, 8,625,000 Private Placement Warrants and 1,500,000 Working Capital Warrants, which were fully exchanged to Class A common stock on November 9, 2023. As of December 31, 2023, there was no liability remaining on the balance sheet. For the three and six months ended June 30, 2023, the Company recognized a net gain (loss) of $25,046 and $(22,286), respectively. None was recorded for the three and six months ended June 30, 2024. Refer to Note 9 Warrant Liability within Part II, Item 8 of our 2023 Annual Report on Form 10-K for the fiscal year ended December 31, 2023 under the heading “ Financial Statements and Supplementary Data ” for a detailed discussion of the warrant liabilities held by indie. |
Contingent and Earn-Out Liabili
Contingent and Earn-Out Liabilities | 6 Months Ended |
Jun. 30, 2024 | |
Reverse Capitalization [Abstract] | |
Contingent and Earn-Out Liabilities | Contingent and Earn-Out Liabilities Earn-Out Milestones In connection with the Transaction, 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 had 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 were classified as liabilities in the condensed consolidated balance sheet and the Unvested Shares are equity-classified share-based compensation to be recognized over time. The earn-out liability was initially measured at fair value at the closing of the Transaction and subsequently remeasured at the end of each reporting period. The change in fair value of the earn-out liability was 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 an initial 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. In April 2023, the Company settled $500 of the $1,500 second tranche through the issuance of 73,311 shares of Class A common stock with a fair value of $608 at the time of issuance. In January 2024, the Company settled $500 of the $1,000 second tranche through the issuance of 62,562 shares of Class A common stock with a fair value of $500 at the time of issuance. The fair value of the remaining $500 second tranche contingent consideration liabilities was $470 as of June 30, 2024. 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 an initial fair value of $4,390 and $3,446, respectively. The contingent consideration is comprised of two tranches. The first tranche was payable upon the achievement of a revenue threshold of $5,000 by March 31, 2023. The second tranche was payable upon Symeo’s achievement of a revenue threshold of $6,000 by March 31, 2024. On October 26, 2023, the Company issued 363,194 of Class A common stock, with a fair value of $1,900 at the time of issuance to Analog Devices, Inc., as final settlement for the achievement of the first tranche of the contingent considerations. The second tranche of contingent consideration liability was fully released during the three months ended June 30, 2024 as the earnout milestone was not met. The final change in fair value of $7 is recorded in Other income (expense), net in the condensed consolidated statement of operations for the three and six months ended June 30, 2024. 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 an initial fair value of $4,155 and $5,085, respectively. The contingent consideration is comprised of two tranches. The first tranche was 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. Both tranches are payable in cash or in common stock at indie’s discretion. Should indie elect to pay in common stock, the number of shares issuable equals the earnout amount divided by a VWAP for 20 days ending prior to the due date for payment. In May 2024, the Company settled the first tranche through the issuance of 1,103,140 shares of Class A common stock with a fair value of $6,045 at the time of issuance. The fair value of the second tranche contingent consideration liability as of June 30, 2024 was $238. 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 an initial fair value of $38,828 and $20,452, respectively. The contingent consideration is comprised of two tranches. The first tranche was payable upon the achievement of a revenue threshold of $20,000 for the 12-month period ending on March 31, 2024. The second tranche is payable upon GEO’s achievement of a revenue threshold of $10,000 for the six-month period ending on September 30, 2024. Both tranches are payable in cash or common stock, at indie’s election. Should indie elect to pay in common stock, the number of shares issuable equals the earnout amount divided by the Earnout Parent Trading Price. Payment in cash will be determined by the number of shares payable multiplied by the Earnout Parent Trading Price. In May 2024, the Company settled the first tranche through the issuance of 6,096,951 shares of Class A common stock with a fair value of $40,667 at the time of issuance. The fair value of the second tranche contingent consideration liability as of June 30, 2024 was $3,550. The change in fair value since the acquisition date is recorded in Other income (expense), net in the condensed consolidated statement of operations. On September 18, 2023, in connection with the acquisition of Exalos, the Company recorded contingent considerations as a current and a long-term liability at an initial fair value of $9,341 and $3,884, respectively. The contingent consideration is comprised of two tranches. The first tranche is payable upon the achievement of a revenue threshold of $19,000 for the 12-month period ending on September 30, 2024. The second tranche is payable upon Exalos’ achievement of a revenue threshold of $21,000 for the 12-month period ending on September 30, 2025. Both tranches are payable in cash or in shares at indie’s discretion. The fair value of the first and second tranche contingent consideration liabilities as of June 30, 2024 was $6,622 and $4,136, 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 January 25, 2024, in connection with the acquisition of Kinetic, the Company recorded contingent considerations as a current and a long-term liability at an initial fair value of $2,251 and 2,348, respectively. The contingent consideration is comprised of two tranches. The first tranche is payable upon the achievement of a revenue threshold of $12,000 for the 12-month period ending on January 25, 2025. The second tranche is payable upon achievement of certain production-based milestones for the 24-month period ending on January 25, 2026. Both tranches are payable in cash or in shares at indie’s discretion. The fair value of the first and second tranche contingent consideration liabilities as of June 30, 2024 was $2,269 and $1,683, respectively. The change in fair value since the acquisition date is recorded in Other income (expense), net in the condensed consolidated statement of operations. 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 Six Months Ended 2024 2023 2024 2023 Cost of goods sold $ 193 $ 64 $ 524 $ 133 Research and development 7,562 7,255 24,538 13,518 Selling, general, and administrative 4,188 5,064 12,440 10,128 Total $ 11,943 $ 12,383 $ 37,502 $ 23,779 |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2024 | |
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 estimated fair value of the Company’s 2027 Notes is based on Level 2 inputs as the fair value is based on quoted prices for the Company’s debt (see Note 7 — Debt for additional information). The fair values of the Company’s short-term loans generally approximated their carrying values. At June 30, 2024 and 2023, the Company held currency forward contracts with an aggregated notional amount of $17,875 and $22,166, respectively to sell United States dollars and to buy various foreign currencies such as Canadian dollars and Euro, among others at a forward rate. Any changes in the fair value of these contracts are recorded in Other income (expense), net in the condensed consolidated statement of operations. During the three and six months ended June 30, 2024, the Company recorded a net loss of $657 and $1,209, respectively. During the three months ended June 30, 2023, the Company recorded a net loss of $262. During the six months ended June 30, 2023, the Company recorded a net gain of $493, The following table presents the Company’s fair value hierarchy for financial assets and liabilities: Fair Value Measurements as of June 30, 2024 Level 1 Level 2 Level 3 Total Liabilities: Exalos Contingent Consideration - First Tranche $ — $ — $ 6,622 $ 6,622 Exalos Contingent Consideration - Second Tranche $ — $ — $ 4,136 $ 4,136 GEO Contingent Consideration - Second Tranche $ — $ — $ 3,550 $ 3,550 GEO Indemnity Holdback $ 9,665 $ — $ — $ 9,665 Kinetic Contingent Consideration - First Tranche $ — $ — $ 2,269 $ 2,269 Kinetic Contingent Consideration - Second Tranche $ — $ — $ 1,683 $ 1,683 Silicon Radar Contingent Consideration - Second Tranche $ — $ — $ 238 $ 238 City Semi Contingent Consideration - Second Tranche $ — $ — $ 470 $ 470 Fair Value Measurements as of December 31, 2023 Level 1 Level 2 Level 3 Total Liabilities: Exalos Contingent consideration — First Tranche $ — $ — $ 9,593 $ 9,593 Exalos Contingent Consideration — Second Tranche $ — $ — $ 4,012 $ 4,012 GEO Contingent Consideration — First Tranche $ — $ — $ 44,709 $ 44,709 GEO Contingent Consideration — Second Tranche $ — $ — $ 25,921 $ 25,921 GEO Indemnity Holdback $ 12,704 $ — $ — $ 12,704 Silicon Radar Contingent Consideration — First Tranche $ — $ — $ 2,740 $ 2,740 Silicon Radar Contingent Consideration — Second Tranche $ — $ — $ 3,310 $ 3,310 City Semi Contingent Consideration — Second Tranche $ — $ — $ 940 $ 940 Symeo Contingent Consideration — Second Tranche $ — $ — $ 7 $ 7 As of June 30, 2024 and December 31, 2023, 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 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 Exalos and Kinetic occurred relatively recently, and in light of the magnitude of the transactions, the significant information to be obtained and analyzed and the fact that Exalos resides in a foreign jurisdiction, the Company’s fair value estimates for the associated contingent considerations were valued based on a probability method as of June 30, 2024. The following table presents the significant unobservable inputs assumed for each of the fair value measurements: June 30, 2024 December 31, 2023 Input Input Liabilities: Exalos Contingent Consideration - First Tranche Market yield rate 7.91 % 7.46 % Scenario probability 50.00 % 75.00 % Exalos Contingent Consideration - Second Tranche Market yield rate 7.91 % 7.46 % Scenario probability 70.00 % 70.00 % GEO Contingent Consideration - Second Tranche Discount rate 13.50 % 12.60 % Volatility 55.00 % 60.00 % Kinetic Contingent Consideration - First Tranche Market yield rate 12.92 % N/A Scenario probability 100.00 % N/A Kinetic Contingent Consideration - Second Tranche Market yield rate 12.64 % N/A Scenario probability 70.00 % N/A Silicon Radar Contingent Consideration - Second Tranche Discount rate 11.33 % 10.79 % Volatility 60.00 % 60.00 % City Semi Contingent Consideration - Second Tranche Discount rate 12.65 % 12.65 % |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2024 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders’ Equity Wuxi 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 subscribed for the 371,160 shares at CNY808.28 per share. As a result, indie’s ownership in Wuxi has reduced from 45% to 38% ownership control, with indie having 59% voting control. 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 transaction closing date of November 29, 2022 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. Wuxi Equity Incentive Plan Paid-In Capital In December 2023, employees in Wuxi exercised stock options granted to them through the Wuxi Equity Incentive Plan (the “Wuxi EIP”) and paid CNY87,959 (or approximately $12,346) in capital contributions to Wuxi. The Wuxi EIP was approved by Wuxi’s Board of Directors and is a long-term incentive plan under which equity awards may be granted to employees of Wuxi in the form of options to purchase Wuxi common shares at a fixed strike price in the future after certain vesting conditions are met and which are then subject to certain holding conditions (“Options”). Options granted under the Wuxi EIP are equity-classified awards and subject to vest either six years from the grant date or when Wuxi achieves a successful IPO on a local stock exchange, whichever that is later. No compensation cost will be recognized until a qualifying event (i.e., IPO) is deemed probable to occur as these Options are considered to have no value until an IPO becomes probable. Upon occurrence of the qualifying event, the compensation cost will be recognized in full for vested Options. As of June 30, 2024, there was $11,802 of total unrecognized compensation cost related to these Options. These unrecognized compensation costs will be recognized in full when a qualifying event satisfying the in-substance performance condition becomes probable. Further, per the Wuxi EIP, recipients of the Options should complete all capital contributions and payment of the incentive share price (the “Paid in Capital Contribution”) after Wuxi and the intermediary agencies (including securities companies, law firms, and accounting firms) that apply for IPO have reached an IPO application schedule and before the last financial benchmark date of Wuxi’s IPO application. The Paid in Capital Contribution is akin to an early exercise. Given that Wuxi has no obligation to return the paid-in capital contribution to the recipient of the award in any event (i.e., an unsuccessful IPO, termination of employment), the Company concludes that the Paid in Capital Contribution made by the recipient is classified into Additional paid-in capital on the consolidated balance sheet as of June 30, 2024. The funds will be used for Wuxi’s general corporate purposes. 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 was inclusive of the concurrent repurchase of shares of common stock described in Note 7 — Debt , under the 2027 Notes, which allowed 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 and six months ended June 30, 2024. As of June 30, 2024, there is $42,596 available for future repurchase under the program. |
Noncontrolling Interest
Noncontrolling Interest | 6 Months Ended |
Jun. 30, 2024 | |
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 approximately 26% membership interest in ADK LLC. The ADK Minority Holders may from time to time, after December 10, 2021, exchange with indie, such holders’ units in ADK LLC for an equal number of shares of indie’s Class A common stock. As a result, indie’s ownership interest in ADK LLC will increase. The ADK Minority Holders’ ownership interests are accounted for as noncontrolling interests in the Company’s condensed consolidated financial statements. The Company’s ownership of ADK LLC was approximately 91% as of both June 30, 2024 and December 31, 2023. 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 June 30, 2024 and December 31, 2023, the Company had an aggregate of 18,044,332 and 18,694,332 shares of Class V common stock issued and outstanding, respectively. ADK LLC held 59% voting control and 34% ownership interest in Wuxi as of both June 30, 2024 and December 31, 2023. From time to time, Wuxi has sold equity ownership and the transactions have reduced ADK LLC’s controlling interest in Wuxi on the condensed consolidated balance sheets. As of June 30, 2024, ADK LLC maintained its controlling ownership in Wuxi. Accordingly, Wuxi’s financial statements are consolidated with those of ADK LLC and its other wholly-owned subsidiaries. Minority interests held in Wuxi are accounted for as non-controlling interests in the Company’s condensed consolidated financial statements. |
Revenue
Revenue | 6 Months Ended |
Jun. 30, 2024 | |
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 and six months ended June 30, 2024 and 2023: Three Months Ended Six Months Ended 2024 2023 2024 2023 United States $ 10,131 $ 12,175 $ 18,820 $ 24,605 Greater China 23,063 20,042 45,354 39,284 South Korea 2,938 7,416 7,551 9,592 Europe 9,133 8,696 18,386 12,494 Rest of North America 1,236 2,602 3,017 4,384 Rest of Asia Pacific 5,099 522 10,337 978 South America 755 655 1,243 1,223 Total $ 52,355 $ 52,108 $ 104,708 $ 92,560 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 June 30, 2024 and December 31, 2023: Balance Sheet Classification June 30, December 31, Unbilled revenue Prepaid expenses and other current assets $ 7,942 $ 8,506 Contract liabilities Accrued expenses and other current liabilities $ 3,171 $ 2,473 During the three months ended June 30, 2024 and 2023, the Company recognized $524 and $405, respectively, of revenue related to amounts that were previously included in deferred revenue at the beginning of the period. During the six months ended June 30, 2024 and 2023, the Company recognized $1,092 and $1,242, 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 June 30, 2024, the amount of performance obligations that have not been recognized as revenue was $4,851, of which approximately 100% is expected to be recognized as revenue over the next twelve months. 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, one of our customers accounted for more than 10% of the Company’s total revenue for the three and six months ended June 30, 2023, and no customers accounted for more than 10% of the Company’s total revenue for the three and six months ended June 30, 2024: Three Months Ended Six Months Ended 2024 2023 2024 2023 Customer A 5.7 % 14.5 % 7.3 % 14.8 % The loss of this customer would have a material impact on the Company’s condensed consolidated financial results. One large customer represented 11% and 19% of accounts receivable as of June 30, 2024 and December 31, 2023, respectively. No other individual customer represented more than 10% of accounts receivable at either June 30, 2024 or December 31, 2023. |
Share-Based Compensation
Share-Based Compensation | 6 Months Ended |
Jun. 30, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Share-Based Compensation | Contingent and Earn-Out Liabilities Earn-Out Milestones In connection with the Transaction, 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 had 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 were classified as liabilities in the condensed consolidated balance sheet and the Unvested Shares are equity-classified share-based compensation to be recognized over time. The earn-out liability was initially measured at fair value at the closing of the Transaction and subsequently remeasured at the end of each reporting period. The change in fair value of the earn-out liability was 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 an initial 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. In April 2023, the Company settled $500 of the $1,500 second tranche through the issuance of 73,311 shares of Class A common stock with a fair value of $608 at the time of issuance. In January 2024, the Company settled $500 of the $1,000 second tranche through the issuance of 62,562 shares of Class A common stock with a fair value of $500 at the time of issuance. The fair value of the remaining $500 second tranche contingent consideration liabilities was $470 as of June 30, 2024. 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 an initial fair value of $4,390 and $3,446, respectively. The contingent consideration is comprised of two tranches. The first tranche was payable upon the achievement of a revenue threshold of $5,000 by March 31, 2023. The second tranche was payable upon Symeo’s achievement of a revenue threshold of $6,000 by March 31, 2024. On October 26, 2023, the Company issued 363,194 of Class A common stock, with a fair value of $1,900 at the time of issuance to Analog Devices, Inc., as final settlement for the achievement of the first tranche of the contingent considerations. The second tranche of contingent consideration liability was fully released during the three months ended June 30, 2024 as the earnout milestone was not met. The final change in fair value of $7 is recorded in Other income (expense), net in the condensed consolidated statement of operations for the three and six months ended June 30, 2024. 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 an initial fair value of $4,155 and $5,085, respectively. The contingent consideration is comprised of two tranches. The first tranche was 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. Both tranches are payable in cash or in common stock at indie’s discretion. Should indie elect to pay in common stock, the number of shares issuable equals the earnout amount divided by a VWAP for 20 days ending prior to the due date for payment. In May 2024, the Company settled the first tranche through the issuance of 1,103,140 shares of Class A common stock with a fair value of $6,045 at the time of issuance. The fair value of the second tranche contingent consideration liability as of June 30, 2024 was $238. 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 an initial fair value of $38,828 and $20,452, respectively. The contingent consideration is comprised of two tranches. The first tranche was payable upon the achievement of a revenue threshold of $20,000 for the 12-month period ending on March 31, 2024. The second tranche is payable upon GEO’s achievement of a revenue threshold of $10,000 for the six-month period ending on September 30, 2024. Both tranches are payable in cash or common stock, at indie’s election. Should indie elect to pay in common stock, the number of shares issuable equals the earnout amount divided by the Earnout Parent Trading Price. Payment in cash will be determined by the number of shares payable multiplied by the Earnout Parent Trading Price. In May 2024, the Company settled the first tranche through the issuance of 6,096,951 shares of Class A common stock with a fair value of $40,667 at the time of issuance. The fair value of the second tranche contingent consideration liability as of June 30, 2024 was $3,550. The change in fair value since the acquisition date is recorded in Other income (expense), net in the condensed consolidated statement of operations. On September 18, 2023, in connection with the acquisition of Exalos, the Company recorded contingent considerations as a current and a long-term liability at an initial fair value of $9,341 and $3,884, respectively. The contingent consideration is comprised of two tranches. The first tranche is payable upon the achievement of a revenue threshold of $19,000 for the 12-month period ending on September 30, 2024. The second tranche is payable upon Exalos’ achievement of a revenue threshold of $21,000 for the 12-month period ending on September 30, 2025. Both tranches are payable in cash or in shares at indie’s discretion. The fair value of the first and second tranche contingent consideration liabilities as of June 30, 2024 was $6,622 and $4,136, 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 January 25, 2024, in connection with the acquisition of Kinetic, the Company recorded contingent considerations as a current and a long-term liability at an initial fair value of $2,251 and 2,348, respectively. The contingent consideration is comprised of two tranches. The first tranche is payable upon the achievement of a revenue threshold of $12,000 for the 12-month period ending on January 25, 2025. The second tranche is payable upon achievement of certain production-based milestones for the 24-month period ending on January 25, 2026. Both tranches are payable in cash or in shares at indie’s discretion. The fair value of the first and second tranche contingent consideration liabilities as of June 30, 2024 was $2,269 and $1,683, respectively. The change in fair value since the acquisition date is recorded in Other income (expense), net in the condensed consolidated statement of operations. 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 Six Months Ended 2024 2023 2024 2023 Cost of goods sold $ 193 $ 64 $ 524 $ 133 Research and development 7,562 7,255 24,538 13,518 Selling, general, and administrative 4,188 5,064 12,440 10,128 Total $ 11,943 $ 12,383 $ 37,502 $ 23,779 |
Net Loss per Common Share
Net Loss per Common Share | 6 Months Ended |
Jun. 30, 2024 | |
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 Six Months Ended 2024 2023 2024 2023 Numerator: Net loss $ (21,000) $ (13,563) $ (55,223) $ (95,529) Less: Net loss attributable to noncontrolling interest (1,840) (436) (4,884) (9,656) Net loss attributable to common stockholders — basic $ (19,160) $ (13,127) $ (50,339) $ (85,873) Net loss attributable to common shares — dilutive $ (19,160) $ (13,127) $ (50,339) $ (85,873) Denominator: Weighted average shares outstanding — basic 170,164,241 141,973,731 167,384,295 136,760,936 Weighted average common shares outstanding—diluted 170,164,241 141,973,731 167,384,295 136,760,936 Net loss per share attributable to common shares— basic $ (0.11) $ (0.09) $ (0.30) $ (0.63) Net loss per share attributable to common shares— diluted $ (0.11) $ (0.09) $ (0.30) $ (0.63) 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, escrow shares and convertible debt have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share. For the three and six months ended June 30, 2024 and 2023, the weighted average number of shares outstanding used to calculate both basic and diluted net loss per share attributable to common shares is the same because the Company reported a net loss for each of these periods and the effect of inclusion would be antidilutive. The Company excluded the following potential shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share attributable to shareholders for the periods indicated as their inclusion would have had an antidilutive effect: Three Months Ended Six Months Ended 2024 2023 2024 2023 Unvested Class B units 8,688 546,570 8,688 546,570 Unvested Phantom units 228,310 635,007 228,310 635,007 Unvested Restricted stock units 18,993,761 12,532,935 18,993,761 12,532,935 Convertible Class V common shares 18,044,332 18,994,332 18,044,332 18,994,332 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 150,228 269,668 150,228 269,668 Earn-out Shares 5,000,000 5,000,000 5,000,000 5,000,000 Escrow Shares 1,725,000 1,725,000 1,725,000 1,725,000 Convertible debt into Class A common shares 18,497,110 18,497,110 18,497,110 18,497,110 62,647,429 85,600,622 62,647,429 85,600,622 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes We 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 2024 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, 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 June 30, 2024, 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. Under GAAP, the Company ordinarily calculates its provision for income taxes at the end of each interim reporting period by computing an estimated annual effective tax rate adjusted for tax items that are discrete to each period. For the three months ended March 31, 2024, the company calculated the tax provision based on actual year to date results because small changes in forecasted pre-tax book income led to large differences in the estimated annual effective tax rate. For the three and six months ended June 30, 2024, the Company is using the estimated annual effective tax rate due to reliable forecasts. The Company recorded a provision for income taxes of $86 and $342 for the three months ended June 30, 2024 and 2023, respectively. The Company recorded a benefit for income taxes of $1,023 and $3,364 for the six months ended June 30, 2024 and 2023, respectively. Income tax benefit (provision) for the three and six months ended June 30, 2024 are primarily related to the Company’s foreign operations. Income tax benefit (provision) for the three and six months ended June 30, 2023 are primarily related to the tax effects of our acquisition of GEO and subsequent tax reorganizations. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Litigation On November 3, 2023, the Company received a demand letter alleging breaches relating to covenants and demanded payments of $7,500 in contingent consideration related to a previously completed business combination. On November 30, 2023, the Company responded to the demand letter, denying that any breach occurred or that the party is entitled to any damages. There have been no further developments on this matter. The Company is unable to make a reasonable estimate of a potential loss, if any, on this matter. The Company intends to continue to vigorously defend against the claims made in the demand letter. In addition to the foregoing matter, from time to time, the Company may be a party to routine claims or litigation matters that arise in the ordinary course of its business. These may include disputes and lawsuits related to intellectual property, mergers and acquisitions, licensing, contract law, tax, regulatory, distribution arrangements, employee relations and other matters. Periodically, the Company reviews the status of these matters and assesses its potential financial exposure. If the potential loss from any claim or legal proceeding is considered probable and a range of possible losses can be estimated, the Company accrues a liability for the estimated loss. Legal proceedings are subject to uncertainties, and the outcomes are difficult to predict. Because of such uncertainties, accruals are based only on the best information available at the time. As additional information becomes available, the Company continues to reassess the potential liability related to pending claims and litigation and may revise estimates. 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 June 30, 2024 and 2023 was $639 and $953, respectively. Total royalty expense incurred in connection with these contracts during the six months ended June 30, 2024 and 2023 was $1,185 and $1,433. These expenses are included in cost of goods sold in the condensed consolidated statements of operations. Accrued royalties of $299 and $789 are included in Accrued expenses and other current liabilities in the Company’s condensed consolidated balance sheets as of June 30, 2024 and consolidated balance sheets as of December 31, 2023, 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 six months ended June 30, 2024 and 2023. |
Supplemental Financial Informat
Supplemental Financial Information | 6 Months Ended |
Jun. 30, 2024 | |
Payables and Accruals [Abstract] | |
Supplemental Financial Information | Supplemental Financial Information Accrued expenses and other current liabilities consist of the following: June 30, 2024 December 31, 2023 Holdbacks and deferred payments for business combinations $ 12,665 $ 4,339 Accrued interest 1,110 1,120 Operating lease liabilities, current 2,752 2,653 Deferred revenue 3,171 2,473 Accrued royalties 299 789 Other (1) 7,598 10,037 Accrued expenses and other current liabilities $ 27,595 $ 21,411 (1) Amount represents accruals for various operating expenses such as professional fees, open purchase orders, and other estimates that are expected to be paid within the next 12 months. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Pay vs Performance Disclosure | ||||
Net Income (Loss) | $ (19,160) | $ (13,127) | $ (50,339) | $ (85,873) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Jun. 30, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Nature of the Business and Ba_2
Nature of the Business and Basis of Presentation (Policies) | 6 Months Ended |
Jun. 30, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | 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 approximately 91% was owned by indie as of June 30, 2024. 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, Symeo GmbH, and Silicon Radar GmbH (“Silicon Radar”), all of which are private limited liability companies incorporated under the laws of Germany, Exalos AG (“Exalos”), a company limited by shares organized under the laws of Switzerland, indie Kft, a limited liability company incorporated under the laws of Hungary, TeraXion Inc. and Geo Semiconductor Canada Inc., both 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, Wuxi indie Microelectronics (“Wuxi”), a Chinese entity with approximately 59% voting controlled and approximately 34% owned by the Company as of June 30, 2024 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 Issued Not Yet Adopted Accounting Pronouncements In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740) — Improvements to Income Tax Disclosures , to require enhanced income tax disclosures to provide information to assess how an entity’s operations and related tax risks, tax planning, and operational opportunities affect its tax rate and prospects for future cash flows. The amendments in this update provide that a business entity disclose (1) a tabular income tax rate reconciliation, using both percentages and amounts, (2) separate disclosure of any individual reconciling items that are equal to or greater than 5% of the amount computed by multiplying the income (loss) from continuing operations before income taxes by the applicable statutory income tax rate, and disaggregation of certain items that are significant and (3) amount of income taxes paid (net of refunds received) disaggregated by federal, state and foreign jurisdictions, including separate disclosure of any individual jurisdictions greater than 5% of total income taxes paid. These amendments are effective for the Company for annual periods in 2025, applied prospectively, with early adoption and retrospective application permitted. The Company intends to adopt the amendments in this update prospectively in 2025. The impact of the adoption of the amendments in this update is not expected to be material to the Company’s condensed consolidated financial position and results of operations since the amendments require only enhancement of existing income tax disclosures in the notes to the Company’s condensed consolidated financial statements. In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280) – Improvements to Reportable Segment Disclosures , to require enhanced disclosures that include reportable segment expenses. The amendments in this update provide that a business entity disclose significant segment expenses, segment profit or loss (after significant segment expenses), and allows reporting of additional measures of a segments profit or loss if used in assessing segment performance. Such disclosures apply to entities with a single reportable segment and are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, on a retrospective basis. Early adoption is permitted. The Company is currently evaluating the impact of ASU 2023-07 on its condensed consolidated financial statements and related disclosures. |
Business Combinations (Tables)
Business Combinations (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Business Combination, Asset Acquisition, and Joint Venture Formation [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 Exalos and Kinetic, and the final allocation of the purchase consideration to the assets acquired and liabilities assumed for Silicon Radar and GEO as of June 30, 2024: Kinetic Exalos Silicon Radar GEO Purchase price - cash consideration paid $ 3,200 $ — $ 8,653 $ 91,076 Purchase price - cash consideration accrued 1,300 — 800 3,464 Less: cash acquired — (3,439) (208) (1,092) Net cash consideration $ 4,500 $ (3,439) $ 9,245 $ 93,448 Purchase price - equity consideration issued (common stock) $ — $ 42,791 $ 9,834 $ 75,556 Purchase price - equity consideration issuable (common stock) — 2,500 — 20,979 Total equity consideration $ — $ 45,291 $ 9,834 $ 96,535 Contingent consideration 4,599 13,225 9,240 59,280 Net consideration $ 9,099 $ 55,077 $ 28,319 $ 249,263 Estimated fair value of net assets and liabilities assumed: Current assets other than cash $ 6,040 $ 4,408 $ 2,979 $ 24,043 Property and equipment 962 1,001 781 178 Developed technology 455 7,968 4,950 69,330 In-process research & development 750 7,968 8,870 27,040 Customer relationships 250 5,312 4,340 14,220 Backlog 19 664 150 390 Trade name 97 3,984 2,130 10,320 Operating lease right-of-use assets step-up — 664 — — Other non-current assets 729 — 17 10 Current liabilities (752) (3,541) (1,585) (6,084) Deferred revenue — — (512) — Deferred tax liabilities, non-current — (5,318) (2,772) (1,982) Other non-current liabilities (217) — — (711) Total fair value of net assets acquired $ 8,333 $ 23,110 $ 19,348 $ 136,754 Goodwill $ 766 $ 31,967 $ 8,971 $ 112,509 |
Inventory, Net (Tables)
Inventory, Net (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Inventory Disclosure [Abstract] | |
Schedule of Components of Net Inventories | Inventory, net consists of the following: June 30, 2024 December 31, 2023 Raw materials $ 12,364 $ 7,360 Work-in-process 18,276 12,423 Finished goods 14,013 15,896 Inventory, gross 44,653 35,679 Less: Inventory reserves 2,189 2,538 Inventory, net $ 42,464 $ 33,141 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net consists of the following: Useful life (in years) June 30, 2024 December 31, 2023 Production tooling 4 $ 18,438 $ 16,428 Lab equipment 4 13,545 12,887 Office equipment 3 - 7 9,170 6,539 Leasehold improvements * 1,921 1,898 Construction in progress 8,041 3,867 Property and equipment, gross 51,115 41,619 Less: Accumulated depreciation 17,604 14,653 Property and equipment, net $ 33,511 $ 26,966 * 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) | 6 Months Ended |
Jun. 30, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets, Net | Intangible assets, net consist of the following: June 30, 2024 December 31, 2023 Weighted Gross Accumulated Net Weighted Gross Accumulated Net Developed technology 5.7 $ 106,966 $ (25,113) $ 81,853 6.3 $ 106,512 $ (17,876) $ 88,636 Software licenses 3.3 18,479 (2,935) 15,544 1.0 23,745 (18,828) 4,917 Customer relationships 8.6 41,691 (6,913) 34,778 9.4 41,441 (5,156) 36,285 Intellectual property licenses 0.8 1,959 (1,736) 223 0.3 1,911 (1,736) 175 Trade names 5.5 26,067 (5,920) 20,147 6.0 25,970 (4,311) 21,659 Backlog 1.0 1,589 (971) 618 1.2 1,570 (700) 870 Effect of exchange rate on gross carrying amount (3,998) — (3,998) (917) — (917) Intangible assets with finite lives 192,753 (43,588) 149,165 200,232 (48,607) 151,625 IPR&D 57,258 — 57,258 56,508 — 56,508 Effect of exchange rate on gross carrying amount (1,021) — (1,021) 1 — 1 Total intangible assets with indefinite lives 56,237 — 56,237 56,509 — 56,509 Total intangible assets $ 248,990 $ (43,588) $ 205,402 $ 256,741 $ (48,607) $ 208,134 |
Schedule of Indefinite-Lived Intangible Assets, Net | Intangible assets, net consist of the following: June 30, 2024 December 31, 2023 Weighted Gross Accumulated Net Weighted Gross Accumulated Net Developed technology 5.7 $ 106,966 $ (25,113) $ 81,853 6.3 $ 106,512 $ (17,876) $ 88,636 Software licenses 3.3 18,479 (2,935) 15,544 1.0 23,745 (18,828) 4,917 Customer relationships 8.6 41,691 (6,913) 34,778 9.4 41,441 (5,156) 36,285 Intellectual property licenses 0.8 1,959 (1,736) 223 0.3 1,911 (1,736) 175 Trade names 5.5 26,067 (5,920) 20,147 6.0 25,970 (4,311) 21,659 Backlog 1.0 1,589 (971) 618 1.2 1,570 (700) 870 Effect of exchange rate on gross carrying amount (3,998) — (3,998) (917) — (917) Intangible assets with finite lives 192,753 (43,588) 149,165 200,232 (48,607) 151,625 IPR&D 57,258 — 57,258 56,508 — 56,508 Effect of exchange rate on gross carrying amount (1,021) — (1,021) 1 — 1 Total intangible assets with indefinite lives 56,237 — 56,237 56,509 — 56,509 Total intangible assets $ 248,990 $ (43,588) $ 205,402 $ 256,741 $ (48,607) $ 208,134 |
Schedule of Future Amortization Expense | Based on the amount of definite-lived intangible assets subject to amortization as of June 30, 2024, amortization expense for each of the next five fiscal years is expected to be as follows: 2024 (remaining 6 months) $ 14,243 2025 27,905 2026 26,231 2027 20,577 2028 17,880 Thereafter 42,329 Total $ 149,165 |
Goodwill (Tables)
Goodwill (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The following table sets forth the carrying amount and activity of goodwill as of June 30, 2024: Amount Balance as of Balance as of the beginning of the period $ 295,096 Acquisitions (Note 2) 766 Effect of exchange rate on goodwill (6,586) Balance as of Balance as of the end of the period $ 289,276 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of Components of Debt | The following table sets forth the components of debt as of June 30, 2024 and December 31, 2023: June 30, 2024 December 31, 2023 Principal Unamortized Carrying Principal Unamortized Carrying 2027 Notes $ 160,000 $ (3,785) $ 156,215 $ 160,000 $ (4,288) $ 155,712 CIBC loan, due 2026 3,281 (10) 3,271 3,971 (13) 3,958 Total term loans 163,281 (3,795) 159,486 163,971 (4,301) 159,670 Revolving lines of credit 10,401 (38) 10,363 1,171 — 1,171 Total debt $ 173,682 $ (3,833) $ 169,849 $ 165,142 $ (4,301) $ 160,841 The outstanding debt as of June 30, 2024 and December 31, 2023 is classified in the condensed consolidated balance sheets as follows: June 30, 2024 December 31, 2023 Current liabilities - Current debt obligations $ 12,586 $ 4,106 Noncurrent liabilities - Long-term debt, net of current maturities 157,263 156,735 Total debt $ 169,849 $ 160,841 |
Schedule of Components of Interest Expense on Debt | The table below sets forth the components of interest expense for the three and six months ended June 30, 2024 and June 30, 2023: Three Months Ended Six Months Ended 2024 2023 2024 2023 Interest expense on the 2027 Notes Stated interest at 4.50% per annum $ 1,795 $ 1,820 $ 3,590 $ 3,620 Amortization of discount and issuance cost 253 240 503 474 Total interest expense related to the 2027 Notes 2,048 2,060 4,093 4,094 Interest expense on other debt obligations: Contractual interest 74 84 135 173 Amortization of discount and issuance cost 12 — 12 25 Total interest expense related to other debt obligations 86 84 147 198 Total interest expense $ 2,134 $ 2,144 $ 4,240 $ 4,292 |
Schedule of Maturities of Long-Term Debt | The future maturities of the debt obligations are as follows: 2024 (remaining 6 months) $ — 2025 $ 13,682 2026 $ — 2027 $ 160,000 2028 $ — Total $ 173,682 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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 assets and liabilities: Fair Value Measurements as of June 30, 2024 Level 1 Level 2 Level 3 Total Liabilities: Exalos Contingent Consideration - First Tranche $ — $ — $ 6,622 $ 6,622 Exalos Contingent Consideration - Second Tranche $ — $ — $ 4,136 $ 4,136 GEO Contingent Consideration - Second Tranche $ — $ — $ 3,550 $ 3,550 GEO Indemnity Holdback $ 9,665 $ — $ — $ 9,665 Kinetic Contingent Consideration - First Tranche $ — $ — $ 2,269 $ 2,269 Kinetic Contingent Consideration - Second Tranche $ — $ — $ 1,683 $ 1,683 Silicon Radar Contingent Consideration - Second Tranche $ — $ — $ 238 $ 238 City Semi Contingent Consideration - Second Tranche $ — $ — $ 470 $ 470 Fair Value Measurements as of December 31, 2023 Level 1 Level 2 Level 3 Total Liabilities: Exalos Contingent consideration — First Tranche $ — $ — $ 9,593 $ 9,593 Exalos Contingent Consideration — Second Tranche $ — $ — $ 4,012 $ 4,012 GEO Contingent Consideration — First Tranche $ — $ — $ 44,709 $ 44,709 GEO Contingent Consideration — Second Tranche $ — $ — $ 25,921 $ 25,921 GEO Indemnity Holdback $ 12,704 $ — $ — $ 12,704 Silicon Radar Contingent Consideration — First Tranche $ — $ — $ 2,740 $ 2,740 Silicon Radar Contingent Consideration — Second Tranche $ — $ — $ 3,310 $ 3,310 City Semi Contingent Consideration — Second Tranche $ — $ — $ 940 $ 940 Symeo Contingent Consideration — Second Tranche $ — $ — $ 7 $ 7 |
Schedule of Unobservable Input Reconciliation | The following table presents the significant unobservable inputs assumed for each of the fair value measurements: June 30, 2024 December 31, 2023 Input Input Liabilities: Exalos Contingent Consideration - First Tranche Market yield rate 7.91 % 7.46 % Scenario probability 50.00 % 75.00 % Exalos Contingent Consideration - Second Tranche Market yield rate 7.91 % 7.46 % Scenario probability 70.00 % 70.00 % GEO Contingent Consideration - Second Tranche Discount rate 13.50 % 12.60 % Volatility 55.00 % 60.00 % Kinetic Contingent Consideration - First Tranche Market yield rate 12.92 % N/A Scenario probability 100.00 % N/A Kinetic Contingent Consideration - Second Tranche Market yield rate 12.64 % N/A Scenario probability 70.00 % N/A Silicon Radar Contingent Consideration - Second Tranche Discount rate 11.33 % 10.79 % Volatility 60.00 % 60.00 % City Semi Contingent Consideration - Second Tranche Discount rate 12.65 % 12.65 % |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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 and six months ended June 30, 2024 and 2023: Three Months Ended Six Months Ended 2024 2023 2024 2023 United States $ 10,131 $ 12,175 $ 18,820 $ 24,605 Greater China 23,063 20,042 45,354 39,284 South Korea 2,938 7,416 7,551 9,592 Europe 9,133 8,696 18,386 12,494 Rest of North America 1,236 2,602 3,017 4,384 Rest of Asia Pacific 5,099 522 10,337 978 South America 755 655 1,243 1,223 Total $ 52,355 $ 52,108 $ 104,708 $ 92,560 |
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 June 30, 2024 and December 31, 2023: Balance Sheet Classification June 30, December 31, Unbilled revenue Prepaid expenses and other current assets $ 7,942 $ 8,506 Contract liabilities Accrued expenses and other current liabilities $ 3,171 $ 2,473 |
Schedules of Customers Accounting for More Than 10% of Total Revenue | As identified below, one of our customers accounted for more than 10% of the Company’s total revenue for the three and six months ended June 30, 2023, and no customers accounted for more than 10% of the Company’s total revenue for the three and six months ended June 30, 2024: Three Months Ended Six Months Ended 2024 2023 2024 2023 Customer A 5.7 % 14.5 % 7.3 % 14.8 % |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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 Six Months Ended 2024 2023 2024 2023 Cost of goods sold $ 193 $ 64 $ 524 $ 133 Research and development 7,562 7,255 24,538 13,518 Selling, general, and administrative 4,188 5,064 12,440 10,128 Total $ 11,943 $ 12,383 $ 37,502 $ 23,779 |
Net Loss per Common Share (Tabl
Net Loss per Common Share (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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 Six Months Ended 2024 2023 2024 2023 Numerator: Net loss $ (21,000) $ (13,563) $ (55,223) $ (95,529) Less: Net loss attributable to noncontrolling interest (1,840) (436) (4,884) (9,656) Net loss attributable to common stockholders — basic $ (19,160) $ (13,127) $ (50,339) $ (85,873) Net loss attributable to common shares — dilutive $ (19,160) $ (13,127) $ (50,339) $ (85,873) Denominator: Weighted average shares outstanding — basic 170,164,241 141,973,731 167,384,295 136,760,936 Weighted average common shares outstanding—diluted 170,164,241 141,973,731 167,384,295 136,760,936 Net loss per share attributable to common shares— basic $ (0.11) $ (0.09) $ (0.30) $ (0.63) Net loss per share attributable to common shares— diluted $ (0.11) $ (0.09) $ (0.30) $ (0.63) |
Schedule of Antidilutive Units Excluded from Computation of Net Loss Per Unit | The Company excluded the following potential shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share attributable to shareholders for the periods indicated as their inclusion would have had an antidilutive effect: Three Months Ended Six Months Ended 2024 2023 2024 2023 Unvested Class B units 8,688 546,570 8,688 546,570 Unvested Phantom units 228,310 635,007 228,310 635,007 Unvested Restricted stock units 18,993,761 12,532,935 18,993,761 12,532,935 Convertible Class V common shares 18,044,332 18,994,332 18,044,332 18,994,332 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 150,228 269,668 150,228 269,668 Earn-out Shares 5,000,000 5,000,000 5,000,000 5,000,000 Escrow Shares 1,725,000 1,725,000 1,725,000 1,725,000 Convertible debt into Class A common shares 18,497,110 18,497,110 18,497,110 18,497,110 62,647,429 85,600,622 62,647,429 85,600,622 |
Supplemental Financial Inform_2
Supplemental Financial Information (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | Accrued expenses and other current liabilities consist of the following: June 30, 2024 December 31, 2023 Holdbacks and deferred payments for business combinations $ 12,665 $ 4,339 Accrued interest 1,110 1,120 Operating lease liabilities, current 2,752 2,653 Deferred revenue 3,171 2,473 Accrued royalties 299 789 Other (1) 7,598 10,037 Accrued expenses and other current liabilities $ 27,595 $ 21,411 (1) Amount represents accruals for various operating expenses such as professional fees, 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 | 3 Months Ended | 6 Months Ended | 22 Months Ended | ||||||
Jan. 25, 2024 | Aug. 26, 2022 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Dec. 31, 2023 | Nov. 29, 2022 | |
Ay Dee Kay, LLC | |||||||||
Business Acquisition [Line Items] | |||||||||
Ownership percentage by parent | 91% | 91% | 91% | 91% | |||||
Ownership interest by noncontrolling owners | 26% | 26% | 26% | ||||||
Ay Dee Kay, LLC | Wuxi indie Microelectronics Ltd. | |||||||||
Business Acquisition [Line Items] | |||||||||
Ownership percentage by parent | 59% | 59% | 59% | 59% | 59% | ||||
Ownership interest by noncontrolling owners | 34% | 34% | 34% | 34% | |||||
Kinetic | |||||||||
Business Acquisition [Line Items] | |||||||||
Payments to acquire productive assets | $ 3,200 | ||||||||
Asset acquisition, contingent consideration, liability | 4,599 | ||||||||
Kinetic | Adjustment Holdback | |||||||||
Business Acquisition [Line Items] | |||||||||
Asset acquisition, contingent consideration, liability | 500 | ||||||||
Kinetic | Indemnity Holdback | |||||||||
Business Acquisition [Line Items] | |||||||||
Asset acquisition, contingent consideration, liability | 800 | ||||||||
Subject to Achievement of Certain Production Based Milestones | Kinetic | |||||||||
Business Acquisition [Line Items] | |||||||||
Asset acquisition, contingent consideration, liability | $ 2,348 | ||||||||
Asset acquisition, contingent consideration period | 24 months | ||||||||
Subject to Achievement of Certain Revenue Based Milestones | Kinetic | |||||||||
Business Acquisition [Line Items] | |||||||||
Asset acquisition, contingent consideration, liability | $ 2,251 | ||||||||
Asset acquisition, contingent consideration period | 12 months | ||||||||
Subject to Working Capital of Certain Revenue Based Milestones | Kinetic | |||||||||
Business Acquisition [Line Items] | |||||||||
Asset acquisition, contingent consideration period | 18 months | ||||||||
Asset acquisition, contingent consideration business days | 5 days | ||||||||
Class A | |||||||||
Business Acquisition [Line Items] | |||||||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.1000 | $ 0.1000 | $ 0.1000 | $ 0.1000 | ||||
Class A | At-The-Market Offering | |||||||||
Business Acquisition [Line Items] | |||||||||
Sale of stock, aggregate sales price | $ 150,000 | ||||||||
Total proceeds | $ 18,190 | $ 2,369 | $ 53,136 | $ 72,708 | |||||
Number of shares issued in transaction (in shares) | 1,903,302 | 345,052 | 5,219,500 | 7,696,311 | |||||
Price per share of stock sold (in dollars per share) | $ 6.87 | $ 9.56 | $ 6.87 | $ 10.18 | $ 9.45 | ||||
Sale of stock, shares reserved for future issuance | $ 77,292 | ||||||||
Issuance costs | $ 51 | $ 385 | $ 51 | $ 1,136 |
Business Combinations - Purchas
Business Combinations - Purchase Allocation (Details) - USD ($) $ in Thousands | 1 Months Ended | 6 Months Ended | ||||||
Sep. 18, 2023 | Jan. 31, 2024 | Sep. 30, 2023 | Mar. 31, 2023 | Feb. 28, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Business Combination, Cash Consideration Transferred [Abstract] | ||||||||
Net cash consideration | $ 3,200 | $ 98,429 | ||||||
Estimated fair value of net assets and liabilities assumed: | ||||||||
Goodwill | 289,276 | $ 295,096 | ||||||
Kinetic | ||||||||
Business Combination, Cash Consideration Transferred [Abstract] | ||||||||
Less: cash acquired | $ 0 | |||||||
Net cash consideration | 4,500 | |||||||
Purchase price - equity consideration issued (common stock) | ||||||||
Purchase price - equity consideration | 0 | |||||||
Contingent consideration | 4,599 | |||||||
Net consideration | 9,099 | |||||||
Estimated fair value of net assets and liabilities assumed: | ||||||||
Current assets other than cash | 6,040 | |||||||
Property and equipment | 962 | |||||||
Operating lease right-of-use assets step-up | 0 | |||||||
Other non-current assets | 729 | |||||||
Current liabilities | (752) | |||||||
Deferred revenue | 0 | |||||||
Deferred tax liabilities, non-current | 0 | |||||||
Other non-current liabilities | (217) | |||||||
Total fair value of net assets acquired | 8,333 | |||||||
Goodwill | 766 | |||||||
Kinetic | In-process research & development | ||||||||
Estimated fair value of net assets and liabilities assumed: | ||||||||
In-process research & development | 750 | |||||||
Kinetic | Developed technology | ||||||||
Estimated fair value of net assets and liabilities assumed: | ||||||||
Intangible asset, preliminary and final valuation | 455 | |||||||
Kinetic | Customer relationships | ||||||||
Estimated fair value of net assets and liabilities assumed: | ||||||||
Intangible asset, preliminary and final valuation | 250 | |||||||
Kinetic | Backlog | ||||||||
Estimated fair value of net assets and liabilities assumed: | ||||||||
Intangible asset, preliminary and final valuation | 19 | |||||||
Kinetic | Trade name | ||||||||
Estimated fair value of net assets and liabilities assumed: | ||||||||
Intangible asset, preliminary and final valuation | 97 | |||||||
Kinetic | Initial Cash Considation | Initial Cash Considation | ||||||||
Business Combination, Cash Consideration Transferred [Abstract] | ||||||||
Purchase price | 3,200 | |||||||
Kinetic | Cash Consideration Accural | Cash Consideration Accural | ||||||||
Business Combination, Cash Consideration Transferred [Abstract] | ||||||||
Purchase price | 1,300 | |||||||
Kinetic | Equity Consideration Issued | Common Stock | ||||||||
Purchase price - equity consideration issued (common stock) | ||||||||
Purchase price - equity consideration | 0 | |||||||
Kinetic | Equity Consideration Issuable | Common Stock | ||||||||
Purchase price - equity consideration issued (common stock) | ||||||||
Purchase price - equity consideration | $ 0 | |||||||
Exalos | ||||||||
Business Combination, Cash Consideration Transferred [Abstract] | ||||||||
Less: cash acquired | $ (3,439) | |||||||
Net cash consideration | (3,439) | |||||||
Purchase price - equity consideration issued (common stock) | ||||||||
Purchase price - equity consideration | 45,291 | |||||||
Contingent consideration | 13,225 | |||||||
Net consideration | 55,077 | |||||||
Estimated fair value of net assets and liabilities assumed: | ||||||||
Current assets other than cash | 4,408 | |||||||
Property and equipment | 1,001 | |||||||
Operating lease right-of-use assets step-up | 664 | |||||||
Other non-current assets | 0 | |||||||
Current liabilities | (3,541) | |||||||
Deferred revenue | 0 | |||||||
Deferred tax liabilities, non-current | (5,318) | |||||||
Other non-current liabilities | 0 | |||||||
Total fair value of net assets acquired | 23,110 | |||||||
Goodwill | 31,967 | |||||||
Exalos | In-process research & development | ||||||||
Estimated fair value of net assets and liabilities assumed: | ||||||||
In-process research & development | 7,968 | |||||||
Exalos | Developed technology | ||||||||
Estimated fair value of net assets and liabilities assumed: | ||||||||
Intangible asset, preliminary and final valuation | 7,968 | |||||||
Exalos | Customer relationships | ||||||||
Estimated fair value of net assets and liabilities assumed: | ||||||||
Intangible asset, preliminary and final valuation | 5,312 | |||||||
Exalos | Backlog | ||||||||
Estimated fair value of net assets and liabilities assumed: | ||||||||
Intangible asset, preliminary and final valuation | 664 | |||||||
Exalos | Trade name | ||||||||
Estimated fair value of net assets and liabilities assumed: | ||||||||
Intangible asset, preliminary and final valuation | 3,984 | |||||||
Exalos | Initial Cash Considation | Initial Cash Considation | ||||||||
Business Combination, Cash Consideration Transferred [Abstract] | ||||||||
Purchase price | 0 | |||||||
Exalos | Cash Consideration Accural | Cash Consideration Accural | ||||||||
Business Combination, Cash Consideration Transferred [Abstract] | ||||||||
Purchase price | 0 | |||||||
Exalos | Equity Consideration Issued | Common Stock | ||||||||
Purchase price - equity consideration issued (common stock) | ||||||||
Purchase price - equity consideration | $ 42,791 | 42,791 | ||||||
Exalos | Equity Consideration Issuable | Common Stock | ||||||||
Purchase price - equity consideration issued (common stock) | ||||||||
Purchase price - equity consideration | $ 2,500 | |||||||
Silicon Radar | ||||||||
Business Combination, Cash Consideration Transferred [Abstract] | ||||||||
Less: cash acquired | $ (208) | |||||||
Net cash consideration | 9,245 | |||||||
Purchase price - equity consideration issued (common stock) | ||||||||
Purchase price - equity consideration | 9,834 | |||||||
Contingent consideration | 9,240 | |||||||
Net consideration | 28,319 | |||||||
Estimated fair value of net assets and liabilities assumed: | ||||||||
Current assets other than cash | 2,979 | |||||||
Property and equipment | 781 | |||||||
Operating lease right-of-use assets step-up | 0 | |||||||
Other non-current assets | 17 | |||||||
Current liabilities | (1,585) | |||||||
Deferred revenue | (512) | |||||||
Deferred tax liabilities, non-current | (2,772) | |||||||
Other non-current liabilities | 0 | |||||||
Total fair value of net assets acquired | 19,348 | |||||||
Goodwill | 8,971 | |||||||
Silicon Radar | In-process research & development | ||||||||
Estimated fair value of net assets and liabilities assumed: | ||||||||
In-process research & development | 8,870 | |||||||
Silicon Radar | Developed technology | ||||||||
Estimated fair value of net assets and liabilities assumed: | ||||||||
Intangible asset, preliminary and final valuation | 4,950 | |||||||
Silicon Radar | Customer relationships | ||||||||
Estimated fair value of net assets and liabilities assumed: | ||||||||
Intangible asset, preliminary and final valuation | 4,340 | |||||||
Silicon Radar | Backlog | ||||||||
Estimated fair value of net assets and liabilities assumed: | ||||||||
Intangible asset, preliminary and final valuation | 150 | |||||||
Silicon Radar | Trade name | ||||||||
Estimated fair value of net assets and liabilities assumed: | ||||||||
Intangible asset, preliminary and final valuation | 2,130 | |||||||
Silicon Radar | Initial Cash Considation | Initial Cash Considation | ||||||||
Business Combination, Cash Consideration Transferred [Abstract] | ||||||||
Purchase price | 8,653 | |||||||
Silicon Radar | Cash Consideration Accural | Cash Consideration Accural | ||||||||
Business Combination, Cash Consideration Transferred [Abstract] | ||||||||
Purchase price | 800 | |||||||
Silicon Radar | Equity Consideration Issued | Common Stock | ||||||||
Purchase price - equity consideration issued (common stock) | ||||||||
Purchase price - equity consideration | 9,834 | |||||||
Silicon Radar | Equity Consideration Issuable | Common Stock | ||||||||
Purchase price - equity consideration issued (common stock) | ||||||||
Purchase price - equity consideration | $ 0 | |||||||
GEO | ||||||||
Business Combination, Cash Consideration Transferred [Abstract] | ||||||||
Less: cash acquired | $ (1,092) | |||||||
Net cash consideration | 93,448 | |||||||
Purchase price - equity consideration issued (common stock) | ||||||||
Purchase price - equity consideration | 96,535 | |||||||
Contingent consideration | 59,280 | |||||||
Net consideration | 249,263 | |||||||
Estimated fair value of net assets and liabilities assumed: | ||||||||
Current assets other than cash | 24,043 | |||||||
Property and equipment | 178 | |||||||
Operating lease right-of-use assets step-up | 0 | |||||||
Other non-current assets | 10 | |||||||
Current liabilities | (6,084) | |||||||
Deferred revenue | 0 | |||||||
Deferred tax liabilities, non-current | (1,982) | |||||||
Other non-current liabilities | (711) | |||||||
Total fair value of net assets acquired | 136,754 | |||||||
Goodwill | 112,509 | |||||||
GEO | In-process research & development | ||||||||
Estimated fair value of net assets and liabilities assumed: | ||||||||
In-process research & development | 27,040 | |||||||
GEO | Developed technology | ||||||||
Estimated fair value of net assets and liabilities assumed: | ||||||||
Intangible asset, preliminary and final valuation | 69,330 | |||||||
GEO | Customer relationships | ||||||||
Estimated fair value of net assets and liabilities assumed: | ||||||||
Intangible asset, preliminary and final valuation | 14,220 | |||||||
GEO | Backlog | ||||||||
Estimated fair value of net assets and liabilities assumed: | ||||||||
Intangible asset, preliminary and final valuation | 390 | |||||||
GEO | Trade name | ||||||||
Estimated fair value of net assets and liabilities assumed: | ||||||||
Intangible asset, preliminary and final valuation | $ 10,320 | |||||||
GEO | Initial Cash Considation | Initial Cash Considation | ||||||||
Business Combination, Cash Consideration Transferred [Abstract] | ||||||||
Purchase price | 91,076 | |||||||
GEO | Cash Consideration Accural | Cash Consideration Accural | ||||||||
Business Combination, Cash Consideration Transferred [Abstract] | ||||||||
Purchase price | 3,464 | |||||||
GEO | Equity Consideration Issued | Common Stock | ||||||||
Purchase price - equity consideration issued (common stock) | ||||||||
Purchase price - equity consideration | 75,556 | |||||||
GEO | Equity Consideration Issuable | Common Stock | ||||||||
Purchase price - equity consideration issued (common stock) | ||||||||
Purchase price - equity consideration | $ 20,979 |
Business Combinations - Narrati
Business Combinations - Narrative (Details) - USD ($) | 1 Months Ended | 5 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jan. 25, 2024 | Sep. 18, 2023 | Feb. 21, 2023 | Sep. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Business Acquisition [Line Items] | ||||||||
Business combinations, net of cash | $ 3,200,000 | $ 98,429,000 | ||||||
Kinetic | ||||||||
Business Acquisition [Line Items] | ||||||||
Payments to acquire productive assets | $ 3,200,000 | |||||||
Asset acquisition, contingent consideration, liability | 4,599,000 | |||||||
Transaction cost | 350,000 | |||||||
Holdback period | 18 months | |||||||
Kinetic | Adjustment Holdback | ||||||||
Business Acquisition [Line Items] | ||||||||
Asset acquisition, contingent consideration, liability | 500,000 | |||||||
Kinetic | Indemnity Holdback | ||||||||
Business Acquisition [Line Items] | ||||||||
Asset acquisition, contingent consideration, liability | 800,000 | |||||||
Subject to Achievement of Certain Production Based Milestones | Kinetic | ||||||||
Business Acquisition [Line Items] | ||||||||
Asset acquisition, contingent consideration, liability | $ 2,348,000 | |||||||
Asset acquisition, contingent consideration period | 24 months | |||||||
Subject to Achievement of Certain Revenue Based Milestones | Kinetic | ||||||||
Business Acquisition [Line Items] | ||||||||
Asset acquisition, contingent consideration, liability | $ 2,251,000 | |||||||
Asset acquisition, contingent consideration period | 12 months | |||||||
Subject to Working Capital of Certain Revenue Based Milestones | Kinetic | ||||||||
Business Acquisition [Line Items] | ||||||||
Asset acquisition, contingent consideration period | 18 months | |||||||
Asset acquisition, contingent consideration business days | 5 days | |||||||
Production Earnout | Kinetic | ||||||||
Business Acquisition [Line Items] | ||||||||
Production earnout, period | 24 months | |||||||
Revenue Earnout | Kinetic | ||||||||
Business Acquisition [Line Items] | ||||||||
Revenue threshold | $ 12,000,000 | |||||||
Achievement period | 12 months | |||||||
Contingent consideration, tranche one | Kinetic | ||||||||
Business Acquisition [Line Items] | ||||||||
Asset acquisition, contingent consideration, liability | $ 2,269,000 | 2,269,000 | ||||||
Contingent consideration, tranche two | Kinetic | ||||||||
Business Acquisition [Line Items] | ||||||||
Asset acquisition, contingent consideration, liability | 1,683,000 | $ 1,683,000 | ||||||
Maximum | Production Earnout | Kinetic | ||||||||
Business Acquisition [Line Items] | ||||||||
Production earnout | $ 3,000,000 | |||||||
Maximum | Revenue Earnout | Kinetic | ||||||||
Business Acquisition [Line Items] | ||||||||
Revenue earnout | $ 2,500,000 | |||||||
Exalos | ||||||||
Business Acquisition [Line Items] | ||||||||
Business combinations, net of cash | $ (3,439,000) | |||||||
Total equity consideration | 45,291,000 | |||||||
Holdback period | 12 months | |||||||
Holdback amount | $ 2,500,000 | |||||||
Acquisition related costs | $ 243,000 | $ 621,000 | ||||||
Exalos | Contingent consideration, tranche one | ||||||||
Business Acquisition [Line Items] | ||||||||
Business combination, contingent consideration, liability | 6,622,000 | 6,622,000 | 9,593,000 | |||||
Payment to acquire business based on design win performance | $ 19,000,000 | |||||||
Achievement period (in months) | 12 months | 12 months | ||||||
Exalos | Contingent consideration, tranche two | ||||||||
Business Acquisition [Line Items] | ||||||||
Business combination, contingent consideration, liability | $ 4,136,000 | $ 4,136,000 | $ 4,012,000 | |||||
Payment to acquire business based on design win performance | $ 21,000,000 | |||||||
Achievement period (in months) | 12 months | |||||||
Exalos | Maximum | ||||||||
Business Acquisition [Line Items] | ||||||||
Payment to acquire business based on design win performance | $ 20,000,000 | |||||||
Exalos | Convertible debt into Class A common shares | ||||||||
Business Acquisition [Line Items] | ||||||||
Equity interest issued or issuable (in shares) | 6,613,786 | |||||||
Business combination, contingent consideration, liability | $ 13,225,000 | |||||||
Exalos | Common Stock [Member] | Equity Consideration Issued | ||||||||
Business Acquisition [Line Items] | ||||||||
Total equity consideration | $ 42,791,000 | $ 42,791,000 |
Inventory, Net - Components of
Inventory, Net - Components of Net Inventories (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 12,364 | $ 7,360 |
Work-in-process | 18,276 | 12,423 |
Finished goods | 14,013 | 15,896 |
Inventory, gross | 44,653 | 35,679 |
Less: Inventory reserves | 2,189 | 2,538 |
Inventory, net | $ 42,464 | $ 33,141 |
Inventory, Net - Narrative (Det
Inventory, Net - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Inventory Disclosure [Abstract] | |||
Inventory write-down | $ 367 | $ 219 | $ 398 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | $ 51,115 | $ 51,115 | $ 41,619 | ||
Less: Accumulated depreciation | 17,604 | 17,604 | 14,653 | ||
Property and equipment, net | 33,511 | 33,511 | 26,966 | ||
Depreciation expense on reclassified assets | $ 1,381 | $ 1,548 | $ 2,866 | $ 2,503 | |
Production tooling | |||||
Property, Plant and Equipment [Line Items] | |||||
Useful life (in years) | 4 years | 4 years | |||
Property and equipment, gross | $ 18,438 | $ 18,438 | 16,428 | ||
Lab equipment | |||||
Property, Plant and Equipment [Line Items] | |||||
Useful life (in years) | 4 years | 4 years | |||
Property and equipment, gross | $ 13,545 | $ 13,545 | 12,887 | ||
Office equipment | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | $ 9,170 | $ 9,170 | 6,539 | ||
Office equipment | Minimum | |||||
Property, Plant and Equipment [Line Items] | |||||
Useful life (in years) | 3 years | 3 years | |||
Office equipment | Maximum | |||||
Property, Plant and Equipment [Line Items] | |||||
Useful life (in years) | 7 years | 7 years | |||
Leasehold improvements | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | $ 1,921 | $ 1,921 | 1,898 | ||
Construction in progress | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | $ 8,041 | $ 8,041 | $ 3,867 |
Intangible Assets, Net - Summar
Intangible Assets, Net - Summary (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross effect of exchange rate on carrying value, finite-lived | $ (3,998) | $ (917) |
Accumulated amortization, effect of exchange rate on carrying value, finite-lived | 0 | 0 |
Net effect of exchange rate on carrying value, finite-lived | (3,998) | (917) |
Gross Carrying Amount | 192,753 | 200,232 |
Accumulated Amortization | (43,588) | (48,607) |
Net Carrying Amount | 149,165 | 151,625 |
Effect of exchange rate on gross carrying amount | (1,021) | 1 |
Total intangible assets with indefinite lives | 56,237 | 56,509 |
Total intangible assets | 248,990 | 256,741 |
Total intangible assets | 205,402 | 208,134 |
IPR&D | ||
Finite-Lived Intangible Assets [Line Items] | ||
IPR&D | $ 57,258 | $ 56,508 |
Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Life | 5 years 8 months 12 days | 6 years 3 months 18 days |
Gross Carrying Amount | $ 106,966 | $ 106,512 |
Accumulated Amortization | (25,113) | (17,876) |
Net Carrying Amount | $ 81,853 | $ 88,636 |
Software licenses | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Life | 3 years 3 months 18 days | 1 year |
Gross Carrying Amount | $ 18,479 | $ 23,745 |
Accumulated Amortization | (2,935) | (18,828) |
Net Carrying Amount | $ 15,544 | $ 4,917 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Life | 8 years 7 months 6 days | 9 years 4 months 24 days |
Gross Carrying Amount | $ 41,691 | $ 41,441 |
Accumulated Amortization | (6,913) | (5,156) |
Net Carrying Amount | $ 34,778 | $ 36,285 |
Intellectual property licenses | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Life | 9 months 18 days | 3 months 18 days |
Gross Carrying Amount | $ 1,959 | $ 1,911 |
Accumulated Amortization | (1,736) | (1,736) |
Net Carrying Amount | $ 223 | $ 175 |
Trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Life | 5 years 6 months | 6 years |
Gross Carrying Amount | $ 26,067 | $ 25,970 |
Accumulated Amortization | (5,920) | (4,311) |
Net Carrying Amount | $ 20,147 | $ 21,659 |
Backlog | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Life | 1 year | 1 year 2 months 12 days |
Gross Carrying Amount | $ 1,589 | $ 1,570 |
Accumulated Amortization | (971) | (700) |
Net Carrying Amount | $ 618 | $ 870 |
Intangible Assets, Net - Narrat
Intangible Assets, Net - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization of intangible assets | $ 8,226 | $ 8,577 | $ 16,292 | $ 13,657 |
Software licenses acquired | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Finite-lived intangible assets acquired | $ 15,335 | $ 15,335 | ||
Weighted average remaining useful life | 3 years | 3 years | ||
Finite lived intangible assets, cost of fully amortized and retired assets | $ 20,345 | $ 20,345 |
Intangible Assets, Net - Future
Intangible Assets, Net - Future Amortization Expense (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2024 (remaining 6 months) | $ 14,243 | |
2025 | 27,905 | |
2026 | 26,231 | |
2027 | 20,577 | |
2028 | 17,880 | |
Thereafter | 42,329 | |
Net Carrying Amount | $ 149,165 | $ 151,625 |
Goodwill - Roll Forward (Detail
Goodwill - Roll Forward (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2024 USD ($) | |
Goodwill [Roll Forward] | |
Beginning balance | $ 295,096 |
Acquisitions (Note 2) | 766 |
Effect of exchange rate on goodwill | (6,586) |
Ending balance | $ 289,276 |
Goodwill - Narrative (Details)
Goodwill - Narrative (Details) | 6 Months Ended |
Jun. 30, 2024 USD ($) | |
Goodwill [Line Items] | |
Effect of exchange rate on goodwill | $ 6,586,000 |
Goodwill impairment | 0 |
Kinetic | |
Goodwill [Line Items] | |
Change in goodwill | $ 766,000 |
Debt - Components of Debt (Deta
Debt - Components of Debt (Details) $ in Thousands, $ in Thousands | Jun. 30, 2024 USD ($) | Jun. 30, 2024 CAD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2023 CAD ($) | Nov. 21, 2022 USD ($) |
Schedule of Long Term and Short Term Debt Instruments [Line Items] | |||||
Principal Outstanding | $ 173,682 | $ 165,142 | |||
Unamortized Discount and Issuance Cost | (3,833) | (4,301) | |||
Total debt | 169,849 | 160,841 | |||
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 | (3,785) | (4,288) | $ (5,374) | ||
Carrying Amount | 156,215 | 155,712 | |||
Line of credit | Revolving credit facility | |||||
Schedule of Long Term and Short Term Debt Instruments [Line Items] | |||||
Outstanding amount | 10,401 | 1,171 | |||
Unamortized Discount and Issuance Cost | (38) | 0 | |||
Carrying Amount | 10,363 | 1,171 | |||
Line of credit | CIBC loan, due 2026 | |||||
Schedule of Long Term and Short Term Debt Instruments [Line Items] | |||||
Outstanding amount | 3,281 | $ 4,488 | 3,971 | $ 5,262 | |
Unamortized Discount and Issuance Cost | (10) | (13) | |||
Carrying Amount | 3,271 | 3,958 | |||
Secured debt | |||||
Schedule of Long Term and Short Term Debt Instruments [Line Items] | |||||
Principal Outstanding | 163,281 | 163,971 | |||
Unamortized Discount and Issuance Cost | (3,795) | (4,301) | |||
Total debt | $ 159,486 | $ 159,670 |
Debt - Balance Sheet Components
Debt - Balance Sheet Components (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Debt Disclosure [Abstract] | ||
Current liabilities - Current debt obligations | $ 12,586 | $ 4,106 |
Noncurrent liabilities - Long-term debt, net of current maturities | 157,263 | 156,735 |
Total debt | $ 169,849 | $ 160,841 |
Debt - Narrative (Details)
Debt - Narrative (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||
Mar. 29, 2024 USD ($) | Nov. 21, 2022 USD ($) tradingDay $ / shares | Nov. 16, 2022 USD ($) | Oct. 12, 2021 CAD ($) | Jun. 30, 2024 USD ($) shares | Jun. 30, 2023 USD ($) | Jun. 30, 2024 USD ($) shares | Jun. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) $ / shares shares | Jun. 30, 2024 CAD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2023 CAD ($) | Nov. 17, 2022 USD ($) | |
Schedule of Long Term and Short Term Debt Instruments [Line Items] | |||||||||||||
Unamortized discount and issuance cost | $ 3,833,000 | $ 3,833,000 | $ 4,301,000 | ||||||||||
Amortization of discount and issuance cost | 516,000 | $ 500,000 | |||||||||||
Revolving credit facility | Wells Fargo | |||||||||||||
Schedule of Long Term and Short Term Debt Instruments [Line Items] | |||||||||||||
Line of credit facility, maximum borrowing capacity | $ 10,000,000 | ||||||||||||
Restricted cash | 10,000,000 | 10,000,000 | |||||||||||
Amortization of debt issuance costs | $ 50,000 | ||||||||||||
Outstanding amount | $ 10,000,000 | $ 10,000,000 | |||||||||||
Revolving credit facility | Wells Fargo | SOFR | |||||||||||||
Schedule of Long Term and Short Term Debt Instruments [Line Items] | |||||||||||||
Basis spread on variable rate (in percent) | 1.75% | ||||||||||||
Class A | |||||||||||||
Schedule of Long Term and Short Term Debt Instruments [Line Items] | |||||||||||||
Redemption of shares (in shares) | shares | 0 | 0 | 1,112,524 | ||||||||||
Treasury stock acquired, average cost per share (in dollars per share) | $ / shares | $ 6.65 | ||||||||||||
Share Repurchase in connection with 2027 Notes | $ 7,404,000 | ||||||||||||
Convertible Senior Notes Due 2027 | |||||||||||||
Schedule of Long Term and Short Term Debt Instruments [Line Items] | |||||||||||||
Principal amount | $ 160,288,000 | $ 160,288,000 | $ 191,648,000 | ||||||||||
Interest rate | 100.18% | 100.18% | 100.18% | 119.78% | 119.78% | ||||||||
CIBC loan, due 2026 | Revolving credit facility | Prime rate | |||||||||||||
Schedule of Long Term and Short Term Debt Instruments [Line Items] | |||||||||||||
Basis spread on variable rate (in percent) | 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 | $ 5,000,000 | $ 5,000,000 | |||||||||||
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% | 4.50% | ||||||||||
Exchange ratio | 0.1155869 | ||||||||||||
Debt instrument, convertible, conversion price (in dollars per share) | $ / shares | $ 8.65 | ||||||||||||
Debt instrument, convertible, premium on initial conversion price | 30% | ||||||||||||
Share price (in dollars per share) | $ / shares | $ 6.655 | ||||||||||||
Unamortized discount and issuance cost | $ 5,374,000 | $ 3,785,000 | $ 3,785,000 | $ 4,288,000 | |||||||||
Carrying amount | 156,215,000 | 156,215,000 | 155,712,000 | ||||||||||
Amortization of discount and issuance cost | 253,000 | $ 240,000 | 503,000 | $ 474,000 | |||||||||
Outstanding amount | 160,000,000 | 160,000,000 | 160,000,000 | ||||||||||
Senior notes | 2027 Notes | Maximum | |||||||||||||
Schedule of Long Term and Short Term Debt Instruments [Line Items] | |||||||||||||
Debt instrument, convertible, conversion price (in dollars per share) | $ / shares | $ 0.1502629 | ||||||||||||
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% | ||||||||||||
Business days | 5 days | ||||||||||||
Measurement period | 5 days | ||||||||||||
Debt instrument, convertible, redemption price percentage (in percent) | 98% | ||||||||||||
Senior notes | 2027 Notes | Debt Instrument, Redemption, Period One | Minimum | |||||||||||||
Schedule of Long Term and Short Term Debt Instruments [Line Items] | |||||||||||||
Threshold trading days | tradingDay | 20 | ||||||||||||
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 (in percent) | 100% | ||||||||||||
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% | ||||||||||||
Exercisable period | 30 days | ||||||||||||
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 | Revolving credit facility | |||||||||||||
Schedule of Long Term and Short Term Debt Instruments [Line Items] | |||||||||||||
Unamortized discount and issuance cost | 38,000 | 38,000 | 0 | ||||||||||
Carrying amount | 10,363,000 | 10,363,000 | 1,171,000 | ||||||||||
Outstanding amount | 10,401,000 | 10,401,000 | 1,171,000 | ||||||||||
Line of credit | CIBC loan, due 2026 | |||||||||||||
Schedule of Long Term and Short Term Debt Instruments [Line Items] | |||||||||||||
Unamortized discount and issuance cost | 10,000 | 10,000 | 13,000 | ||||||||||
Carrying amount | 3,271,000 | 3,271,000 | 3,958,000 | ||||||||||
Line of credit facility, maximum borrowing capacity | $ 9,440,000 | ||||||||||||
Outstanding amount | 3,281,000 | 3,281,000 | $ 4,488,000 | $ 3,971,000 | 5,262,000 | ||||||||
Monthly interest payment | $ 155,000 | ||||||||||||
Line of credit facility, incremental borrowing capacity amount | $ 5,000,000 | ||||||||||||
Percent of EBITDA | 100% | 100% | |||||||||||
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 (in percent) | 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 | $ 401,000 | $ 401,000 | $ 549,000 | $ 1,171,000 | $ 1,551,000 |
Debt - Components of Interest E
Debt - Components of Interest Expense on Debt (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Schedule of Long Term and Short Term Debt Instruments [Line Items] | ||||
Amortization of discount and issuance cost | $ 516 | $ 500 | ||
Total interest expense | $ 2,134 | $ 2,144 | 4,240 | 4,292 |
Other debt | ||||
Schedule of Long Term and Short Term Debt Instruments [Line Items] | ||||
Contractual interest | 74 | 84 | 135 | 173 |
Amortization of discount and issuance cost | 12 | 0 | 12 | 25 |
Total interest expense | $ 86 | 84 | $ 147 | 198 |
2027 Notes | Senior notes | ||||
Schedule of Long Term and Short Term Debt Instruments [Line Items] | ||||
Interest rate | 4.50% | 4.50% | ||
Contractual interest | $ 1,795 | 1,820 | $ 3,590 | 3,620 |
Amortization of discount and issuance cost | 253 | 240 | 503 | 474 |
Total interest expense | $ 2,048 | $ 2,060 | $ 4,093 | $ 4,094 |
Debt - Maturities of Long-term
Debt - Maturities of Long-term Debt (Details) $ in Thousands | Jun. 30, 2024 USD ($) |
Debt Disclosure [Abstract] | |
2024 (remaining 6 months) | $ 0 |
2025 | 13,682 |
2026 | 0 |
2027 | 160,000 |
2028 | 0 |
Total | $ 173,682 |
Warrant Liability (Details)
Warrant Liability (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 10, 2021 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Class of Warrant or Right [Line Items] | ||||||
Derivative Liability | $ 0 | |||||
Gain (loss) from change in fair value of warrants | $ 0 | $ 25,046,000 | $ 0 | $ (22,286,000) | ||
Class B | ||||||
Class of Warrant or Right [Line Items] | ||||||
Conversion of stock, shares converted (in shares) | 8,625,000 | |||||
Public Warrants | ||||||
Class of Warrant or Right [Line Items] | ||||||
Warrants issued (in shares) | 17,250,000 | |||||
Working Capital Warrants | ||||||
Class of Warrant or Right [Line Items] | ||||||
Warrants issued upon conversion (in shares) | 1,500,000 |
Contingent and Earn-Out Liabi_2
Contingent and Earn-Out Liabilities (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||||||||||||||||
Jan. 25, 2024 USD ($) | Oct. 26, 2023 USD ($) shares | Sep. 18, 2023 USD ($) | Mar. 03, 2023 USD ($) | Feb. 21, 2023 USD ($) | Feb. 09, 2023 USD ($) | Jun. 10, 2021 tradingDay $ / shares shares | May 13, 2020 USD ($) | May 31, 2024 USD ($) shares | Jan. 31, 2024 USD ($) shares | Sep. 30, 2023 USD ($) | Apr. 30, 2023 USD ($) shares | Mar. 31, 2023 USD ($) | Feb. 28, 2023 USD ($) | Jun. 30, 2024 USD ($) | Mar. 31, 2023 USD ($) | Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) | Dec. 31, 2023 USD ($) | Jan. 04, 2022 USD ($) | May 31, 2021 USD ($) | |
Reverse Capitalization [Line Items] | |||||||||||||||||||||
Stock issued due to acquisitions | $ 0 | $ 20,979,000 | |||||||||||||||||||
Contingent consideration | $ 13,149,000 | 13,149,000 | $ 83,903,000 | ||||||||||||||||||
Kinetic | |||||||||||||||||||||
Reverse Capitalization [Line Items] | |||||||||||||||||||||
Contingent consideration, current | $ 2,251,000 | ||||||||||||||||||||
Contingent consideration, noncurrent | 2,348,000 | ||||||||||||||||||||
Asset acquisition, contingent consideration, liability | 4,599,000 | ||||||||||||||||||||
Kinetic | Revenue Earnout | |||||||||||||||||||||
Reverse Capitalization [Line Items] | |||||||||||||||||||||
Revenue threshold | $ 12,000,000 | ||||||||||||||||||||
Achievement period | 12 months | ||||||||||||||||||||
Kinetic | Production Earnout | |||||||||||||||||||||
Reverse Capitalization [Line Items] | |||||||||||||||||||||
Production earnout, period | 24 months | ||||||||||||||||||||
Level 3 | Kinetic | |||||||||||||||||||||
Reverse Capitalization [Line Items] | |||||||||||||||||||||
Asset acquisition, contingent consideration, liability | 2,269,000 | 2,269,000 | |||||||||||||||||||
Contingent consideration, tranche one | Kinetic | |||||||||||||||||||||
Reverse Capitalization [Line Items] | |||||||||||||||||||||
Asset acquisition, contingent consideration, liability | 2,269,000 | 2,269,000 | |||||||||||||||||||
Contingent consideration, tranche one | Level 3 | Kinetic | |||||||||||||||||||||
Reverse Capitalization [Line Items] | |||||||||||||||||||||
Asset acquisition, contingent consideration, liability | 2,269,000 | 2,269,000 | |||||||||||||||||||
Contingent consideration, tranche two | Kinetic | |||||||||||||||||||||
Reverse Capitalization [Line Items] | |||||||||||||||||||||
Asset acquisition, contingent consideration, liability | 1,683,000 | 1,683,000 | |||||||||||||||||||
Contingent consideration, tranche two | Level 3 | Kinetic | |||||||||||||||||||||
Reverse Capitalization [Line Items] | |||||||||||||||||||||
Asset acquisition, contingent consideration, liability | 1,683,000 | 1,683,000 | |||||||||||||||||||
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 | ||||||||||||||||||||
Business combination, contingent consideration, liability | $ 456,000 | ||||||||||||||||||||
City Semi | Contingent consideration, tranche two | |||||||||||||||||||||
Reverse Capitalization [Line Items] | |||||||||||||||||||||
Contingent consideration | 500,000 | ||||||||||||||||||||
Maximum contingent consideration | $ 1,500,000 | $ 1,000,000 | |||||||||||||||||||
Business combination, contingent consideration, liability | 470,000 | 470,000 | 940,000 | ||||||||||||||||||
Accrued contingent consideration related to acquisition | $ 500,000 | $ 500,000 | |||||||||||||||||||
City Semi | Contingent consideration, tranche two | Level 3 | |||||||||||||||||||||
Reverse Capitalization [Line Items] | |||||||||||||||||||||
Business combination, contingent consideration, liability | 470,000 | 470,000 | 940,000 | ||||||||||||||||||
City Semi | Contingent consideration, tranche two | Common Stock | |||||||||||||||||||||
Reverse Capitalization [Line Items] | |||||||||||||||||||||
Stock issued due to acquisitions (in shares) | shares | 62,562 | 73,311 | |||||||||||||||||||
Stock issued due to acquisitions | $ 500,000 | $ 608,000 | |||||||||||||||||||
Symeo GmbH | |||||||||||||||||||||
Reverse Capitalization [Line Items] | |||||||||||||||||||||
Contingent consideration | $ 4,390,000 | ||||||||||||||||||||
Contingent noncurrent liability | 3,446,000 | ||||||||||||||||||||
Symeo GmbH | Contingent consideration, tranche one | |||||||||||||||||||||
Reverse Capitalization [Line Items] | |||||||||||||||||||||
Payment to acquire business based on design win performance | 5,000,000 | ||||||||||||||||||||
Symeo GmbH | Contingent consideration, tranche two | |||||||||||||||||||||
Reverse Capitalization [Line Items] | |||||||||||||||||||||
Business combination, contingent consideration, liability | 7,000 | ||||||||||||||||||||
Payment to acquire business based on design win performance | $ 6,000,000 | ||||||||||||||||||||
Change in fair value of contingent considerations and acquisition-related holdbacks | 7,000 | 7,000 | |||||||||||||||||||
Symeo GmbH | Contingent consideration, tranche two | Level 3 | |||||||||||||||||||||
Reverse Capitalization [Line Items] | |||||||||||||||||||||
Business combination, contingent consideration, liability | 7,000 | ||||||||||||||||||||
Analog Devices Inc | Common Stock | Class A | |||||||||||||||||||||
Reverse Capitalization [Line Items] | |||||||||||||||||||||
Stock issued due to acquisitions (in shares) | shares | 363,194 | ||||||||||||||||||||
Total equity consideration | $ 1,900,000 | ||||||||||||||||||||
Silicon Radar | |||||||||||||||||||||
Reverse Capitalization [Line Items] | |||||||||||||||||||||
Contingent consideration | $ 9,240,000 | ||||||||||||||||||||
Stock issued due to acquisitions | $ 9,834,000 | ||||||||||||||||||||
Contingent consideration | $ 4,155,000 | ||||||||||||||||||||
Contingent noncurrent liability | $ 5,085,000 | ||||||||||||||||||||
Total equity consideration | $ 9,834,000 | ||||||||||||||||||||
Business combination, period for volume-weighted-average-price | 20 days | ||||||||||||||||||||
Silicon Radar | Contingent consideration, tranche one | |||||||||||||||||||||
Reverse Capitalization [Line Items] | |||||||||||||||||||||
Business combination, contingent consideration, liability | 2,740,000 | ||||||||||||||||||||
Payment to acquire business based on design win performance | $ 5,000,000 | ||||||||||||||||||||
Achievement period (in months) | 12 months | ||||||||||||||||||||
Silicon Radar | Contingent consideration, tranche one | Level 3 | |||||||||||||||||||||
Reverse Capitalization [Line Items] | |||||||||||||||||||||
Business combination, contingent consideration, liability | 2,740,000 | ||||||||||||||||||||
Silicon Radar | Contingent consideration, tranche one | Common Stock | Class A | |||||||||||||||||||||
Reverse Capitalization [Line Items] | |||||||||||||||||||||
Stock issued due to acquisitions (in shares) | shares | 1,103,140 | ||||||||||||||||||||
Total equity consideration | $ 6,045,000 | ||||||||||||||||||||
Silicon Radar | Contingent consideration, tranche two | |||||||||||||||||||||
Reverse Capitalization [Line Items] | |||||||||||||||||||||
Business combination, contingent consideration, liability | 238,000 | 238,000 | 3,310,000 | ||||||||||||||||||
Payment to acquire business based on design win performance | $ 7,000,000 | ||||||||||||||||||||
Achievement period (in months) | 12 months | ||||||||||||||||||||
Silicon Radar | Contingent consideration, tranche two | Level 3 | |||||||||||||||||||||
Reverse Capitalization [Line Items] | |||||||||||||||||||||
Business combination, contingent consideration, liability | 238,000 | 238,000 | 3,310,000 | ||||||||||||||||||
GEO | |||||||||||||||||||||
Reverse Capitalization [Line Items] | |||||||||||||||||||||
Contingent consideration | $ 59,280,000 | ||||||||||||||||||||
Stock issued due to acquisitions | $ 75,557,000 | ||||||||||||||||||||
Contingent consideration | $ 38,828,000 | ||||||||||||||||||||
Contingent noncurrent liability | $ 20,452,000 | ||||||||||||||||||||
Total equity consideration | $ 96,535,000 | ||||||||||||||||||||
GEO | Contingent consideration, tranche one | |||||||||||||||||||||
Reverse Capitalization [Line Items] | |||||||||||||||||||||
Business combination, contingent consideration, liability | 44,709,000 | ||||||||||||||||||||
Payment to acquire business based on design win performance | $ 20,000,000 | ||||||||||||||||||||
Achievement period (in months) | 12 months | ||||||||||||||||||||
GEO | Contingent consideration, tranche one | Level 3 | |||||||||||||||||||||
Reverse Capitalization [Line Items] | |||||||||||||||||||||
Business combination, contingent consideration, liability | 44,709,000 | ||||||||||||||||||||
GEO | Contingent consideration, tranche one | Common Stock | Class A | |||||||||||||||||||||
Reverse Capitalization [Line Items] | |||||||||||||||||||||
Stock issued due to acquisitions (in shares) | shares | 6,096,951 | ||||||||||||||||||||
Total equity consideration | $ 40,667,000 | ||||||||||||||||||||
GEO | Contingent consideration, tranche two | |||||||||||||||||||||
Reverse Capitalization [Line Items] | |||||||||||||||||||||
Business combination, contingent consideration, liability | 3,550,000 | 3,550,000 | 25,921,000 | ||||||||||||||||||
Payment to acquire business based on design win performance | $ 10,000,000 | ||||||||||||||||||||
Achievement period (in months) | 6 months | ||||||||||||||||||||
GEO | Contingent consideration, tranche two | Level 3 | |||||||||||||||||||||
Reverse Capitalization [Line Items] | |||||||||||||||||||||
Business combination, contingent consideration, liability | 3,550,000 | 3,550,000 | 25,921,000 | ||||||||||||||||||
Exalos | |||||||||||||||||||||
Reverse Capitalization [Line Items] | |||||||||||||||||||||
Contingent consideration | $ 13,225,000 | ||||||||||||||||||||
Contingent consideration | $ 9,341,000 | ||||||||||||||||||||
Contingent noncurrent liability | 3,884,000 | ||||||||||||||||||||
Total equity consideration | $ 45,291,000 | ||||||||||||||||||||
Exalos | Contingent consideration, tranche one | |||||||||||||||||||||
Reverse Capitalization [Line Items] | |||||||||||||||||||||
Business combination, contingent consideration, liability | 6,622,000 | 6,622,000 | 9,593,000 | ||||||||||||||||||
Payment to acquire business based on design win performance | $ 19,000,000 | ||||||||||||||||||||
Achievement period (in months) | 12 months | 12 months | |||||||||||||||||||
Exalos | Contingent consideration, tranche one | Level 3 | |||||||||||||||||||||
Reverse Capitalization [Line Items] | |||||||||||||||||||||
Business combination, contingent consideration, liability | 6,622,000 | 6,622,000 | 9,593,000 | ||||||||||||||||||
Exalos | Contingent consideration, tranche two | |||||||||||||||||||||
Reverse Capitalization [Line Items] | |||||||||||||||||||||
Business combination, contingent consideration, liability | 4,136,000 | 4,136,000 | 4,012,000 | ||||||||||||||||||
Payment to acquire business based on design win performance | $ 21,000,000 | ||||||||||||||||||||
Achievement period (in months) | 12 months | ||||||||||||||||||||
Exalos | Contingent consideration, tranche two | Level 3 | |||||||||||||||||||||
Reverse Capitalization [Line Items] | |||||||||||||||||||||
Business combination, contingent consideration, liability | $ 4,136,000 | $ 4,136,000 | $ 4,012,000 | ||||||||||||||||||
Maximum | Exalos | |||||||||||||||||||||
Reverse Capitalization [Line Items] | |||||||||||||||||||||
Payment to acquire business based on design win performance | $ 20,000,000 | ||||||||||||||||||||
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 two, earn out | |||||||||||||||||||||
Reverse Capitalization [Line Items] | |||||||||||||||||||||
Earn-out liability (in shares) | shares | 5,000,000 | ||||||||||||||||||||
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 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Derivative, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Other income (expense) | |||
Derivative gains (loss) | $ (657) | $ (262) | $ (1,209) | $ 493 |
Foreign Exchange Forward | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Derivative, notional amount | $ 17,875 | $ 22,166 | $ 17,875 | $ 22,166 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value Hierarchy for Financial Assets and Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Jan. 25, 2024 | Dec. 31, 2023 | May 31, 2021 |
Kinetic | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Asset acquisition, contingent consideration, liability | $ 4,599 | |||
Indemnity Holdback | Kinetic | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Asset acquisition, contingent consideration, liability | $ 800 | |||
Contingent consideration, tranche one | Kinetic | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Asset acquisition, contingent consideration, liability | $ 2,269 | |||
Contingent consideration, tranche two | Kinetic | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Asset acquisition, contingent consideration, liability | 1,683 | |||
Exalos | Contingent consideration, tranche one | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Business combination, contingent consideration, liability | 6,622 | $ 9,593 | ||
Exalos | Contingent consideration, tranche two | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Business combination, contingent consideration, liability | 4,136 | 4,012 | ||
GEO | Indemnity Holdback | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Business combination, contingent consideration, liability | 9,665 | 12,704 | ||
GEO | Contingent consideration, tranche one | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Business combination, contingent consideration, liability | 44,709 | |||
GEO | Contingent consideration, tranche two | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Business combination, contingent consideration, liability | 3,550 | 25,921 | ||
Silicon Radar | Contingent consideration, tranche one | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Business combination, contingent consideration, liability | 2,740 | |||
Silicon Radar | Contingent consideration, tranche two | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Business combination, contingent consideration, liability | 238 | 3,310 | ||
City Semi | Contingent consideration, tranche one | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Business combination, contingent consideration, liability | $ 456 | |||
City Semi | Contingent consideration, tranche two | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Business combination, contingent consideration, liability | 470 | 940 | ||
Symeo GmbH | Contingent consideration, tranche two | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Business combination, contingent consideration, liability | 7 | |||
Level 1 | Contingent consideration, tranche one | Kinetic | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Asset acquisition, contingent consideration, liability | 0 | |||
Level 1 | Contingent consideration, tranche two | Kinetic | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Asset acquisition, contingent consideration, liability | 0 | |||
Level 1 | Exalos | Contingent consideration, tranche one | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Business combination, contingent consideration, liability | 0 | 0 | ||
Level 1 | Exalos | Contingent consideration, tranche two | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Business combination, contingent consideration, liability | 0 | 0 | ||
Level 1 | GEO | Indemnity Holdback | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Business combination, contingent consideration, liability | 9,665 | 12,704 | ||
Level 1 | GEO | Contingent consideration, tranche one | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Business combination, contingent consideration, liability | 0 | |||
Level 1 | GEO | Contingent consideration, tranche two | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Business combination, contingent consideration, liability | 0 | 0 | ||
Level 1 | Silicon Radar | Contingent consideration, tranche one | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Business combination, contingent consideration, liability | 0 | |||
Level 1 | Silicon Radar | Contingent consideration, tranche two | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Business combination, contingent consideration, liability | 0 | 0 | ||
Level 1 | City Semi | Contingent consideration, tranche two | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Business combination, contingent consideration, liability | 0 | 0 | ||
Level 1 | Symeo GmbH | Contingent consideration, tranche two | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Business combination, contingent consideration, liability | 0 | |||
Level 2 | Contingent consideration, tranche one | Kinetic | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Asset acquisition, contingent consideration, liability | 0 | |||
Level 2 | Contingent consideration, tranche two | Kinetic | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Asset acquisition, contingent consideration, liability | 0 | |||
Level 2 | Exalos | Contingent consideration, tranche one | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Business combination, contingent consideration, liability | 0 | 0 | ||
Level 2 | Exalos | Contingent consideration, tranche two | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Business combination, contingent consideration, liability | 0 | 0 | ||
Level 2 | GEO | Indemnity Holdback | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Business combination, contingent consideration, liability | 0 | 0 | ||
Level 2 | GEO | Contingent consideration, tranche one | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Business combination, contingent consideration, liability | 0 | |||
Level 2 | GEO | Contingent consideration, tranche two | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Business combination, contingent consideration, liability | 0 | 0 | ||
Level 2 | Silicon Radar | Contingent consideration, tranche one | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Business combination, contingent consideration, liability | 0 | |||
Level 2 | Silicon Radar | Contingent consideration, tranche two | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Business combination, contingent consideration, liability | 0 | 0 | ||
Level 2 | City Semi | Contingent consideration, tranche two | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Business combination, contingent consideration, liability | 0 | 0 | ||
Level 2 | Symeo GmbH | Contingent consideration, tranche two | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Business combination, contingent consideration, liability | 0 | |||
Level 3 | Kinetic | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Asset acquisition, contingent consideration, liability | 2,269 | |||
Level 3 | Contingent consideration, tranche one | Kinetic | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Asset acquisition, contingent consideration, liability | 2,269 | |||
Level 3 | Contingent consideration, tranche two | Kinetic | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Asset acquisition, contingent consideration, liability | 1,683 | |||
Level 3 | Exalos | Contingent consideration, tranche one | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Business combination, contingent consideration, liability | 6,622 | 9,593 | ||
Level 3 | Exalos | Contingent consideration, tranche two | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Business combination, contingent consideration, liability | 4,136 | 4,012 | ||
Level 3 | GEO | Indemnity Holdback | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Business combination, contingent consideration, liability | 0 | 0 | ||
Level 3 | GEO | Contingent consideration, tranche one | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Business combination, contingent consideration, liability | 44,709 | |||
Level 3 | GEO | Contingent consideration, tranche two | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Business combination, contingent consideration, liability | 3,550 | 25,921 | ||
Level 3 | Silicon Radar | Contingent consideration, tranche one | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Business combination, contingent consideration, liability | 2,740 | |||
Level 3 | Silicon Radar | Contingent consideration, tranche two | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Business combination, contingent consideration, liability | 238 | 3,310 | ||
Level 3 | City Semi | Contingent consideration, tranche two | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Business combination, contingent consideration, liability | $ 470 | 940 | ||
Level 3 | Symeo GmbH | Contingent consideration, tranche two | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Business combination, contingent consideration, liability | $ 7 |
Fair Value Measurements - Unobs
Fair Value Measurements - Unobservable Input Reconciliation (Details) - Discounted cash flow | Jun. 30, 2024 | Dec. 31, 2023 |
Market yield rate | Exalos | Contingent consideration, tranche one | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration, measurement input | 0.0791 | 0.0746 |
Market yield rate | Exalos | Contingent consideration, tranche two | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration, measurement input | 0.0791 | 0.0746 |
Market yield rate | Kinetic | Contingent consideration, tranche one | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration, measurement input | 0.1292 | |
Market yield rate | Kinetic | Contingent consideration, tranche two | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration, measurement input | 0.1264 | |
Scenario probability | Exalos | Contingent consideration, tranche one | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration, measurement input | 0.5000 | 0.7500 |
Scenario probability | Exalos | Contingent consideration, tranche two | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration, measurement input | 0.7000 | 0.7000 |
Scenario probability | Kinetic | Contingent consideration, tranche one | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration, measurement input | 1 | |
Scenario probability | Kinetic | Contingent consideration, tranche two | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration, measurement input | 0.7000 | |
Discount rate | GEO | Contingent consideration, tranche two | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration, measurement input | 0.1350 | 0.1260 |
Discount rate | Silicon Radar | Contingent consideration, tranche two | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration, measurement input | 0.1133 | 0.1079 |
Discount rate | City Semi | Contingent consideration, tranche two | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration, measurement input | 0.1265 | 0.1265 |
Volatility | GEO | Contingent consideration, tranche two | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration, measurement input | 0.5500 | 0.6000 |
Volatility | Silicon Radar | Contingent consideration, tranche two | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration, measurement input | 0.6000 | 0.6000 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) ¥ / shares in Units, ¥ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Nov. 29, 2022 USD ($) shares | Nov. 29, 2022 CNY (¥) ¥ / shares shares | Dec. 31, 2023 USD ($) | Dec. 31, 2023 CNY (¥) | Jun. 30, 2024 USD ($) shares | Jun. 30, 2024 USD ($) shares | Dec. 31, 2022 shares | Nov. 28, 2022 | Nov. 16, 2022 USD ($) | |
Capital Unit [Line Items] | |||||||||
Equity incentive plan, capital paid in | $ 12,346,000 | ¥ 87,959 | |||||||
Class A | |||||||||
Capital Unit [Line Items] | |||||||||
Redemption of shares (in shares) | shares | 0 | 0 | 1,112,524 | ||||||
Stock repurchase program, remaining authorized repurchase amount | $ 42,596,000 | $ 42,596,000 | |||||||
Maximum | Class A | |||||||||
Capital Unit [Line Items] | |||||||||
Stock repurchase program, authorized amount | $ 50,000,000 | ||||||||
Maximum | Class A | 2027 Notes | Senior notes | |||||||||
Capital Unit [Line Items] | |||||||||
Stock repurchase program, authorized amount | $ 25,000,000 | ||||||||
Wuxi Long-Term Incentive Plan | |||||||||
Capital Unit [Line Items] | |||||||||
Award vesting period | 6 years | 6 years | |||||||
Total unrecognized compensation cost related to profit interests | $ 11,802,000 | $ 11,802,000 | |||||||
Ay Dee Kay, LLC | |||||||||
Capital Unit [Line Items] | |||||||||
Ownership interest by noncontrolling owners | 26% | 26% | |||||||
Ownership percentage by parent | 91% | 91% | 91% | 91% | |||||
Wuxi indie Microelectronics Ltd. | Ay Dee Kay, LLC | |||||||||
Capital Unit [Line Items] | |||||||||
Ownership interest by noncontrolling owners | 38% | 45% | |||||||
Wuxi indie Microelectronics Ltd. | Ay Dee Kay, LLC | |||||||||
Capital Unit [Line Items] | |||||||||
Ownership interest by noncontrolling owners | 34% | 34% | 34% | 34% | |||||
Ownership percentage by parent | 59% | 59% | 59% | 59% | 59% | ||||
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 | Jun. 30, 2024 | Dec. 31, 2023 | Nov. 29, 2022 |
Convertible Class V common shares | ||||
Noncontrolling Interest [Line Items] | ||||
Common stock, shares issued (in shares) | 18,044,332 | 18,694,332 | ||
Common stock, shares outstanding (in shares) | 18,044,332 | 18,694,332 | ||
Convertible Class V common shares | Common Units, Except Common Unit Class H | ||||
Noncontrolling Interest [Line Items] | ||||
Issuance per exchange 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 | 91% | 91% | ||
Ay Dee Kay, LLC | Wuxi indie Microelectronics Ltd. | ||||
Noncontrolling Interest [Line Items] | ||||
Ownership interest by noncontrolling owners | 34% | 34% | ||
Ownership percentage by parent | 59% | 59% | 59% |
Revenue - Disaggregation of Rev
Revenue - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Disaggregation of Revenue [Line Items] | ||||
Total | $ 52,355 | $ 52,108 | $ 104,708 | $ 92,560 |
United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Total | 10,131 | 12,175 | 18,820 | 24,605 |
Greater China | ||||
Disaggregation of Revenue [Line Items] | ||||
Total | 23,063 | 20,042 | 45,354 | 39,284 |
South Korea | ||||
Disaggregation of Revenue [Line Items] | ||||
Total | 2,938 | 7,416 | 7,551 | 9,592 |
Europe | ||||
Disaggregation of Revenue [Line Items] | ||||
Total | 9,133 | 8,696 | 18,386 | 12,494 |
Rest of North America | ||||
Disaggregation of Revenue [Line Items] | ||||
Total | 1,236 | 2,602 | 3,017 | 4,384 |
Rest of Asia Pacific | ||||
Disaggregation of Revenue [Line Items] | ||||
Total | 5,099 | 522 | 10,337 | 978 |
South America | ||||
Disaggregation of Revenue [Line Items] | ||||
Total | $ 755 | $ 655 | $ 1,243 | $ 1,223 |
Revenue - Contract Balances (De
Revenue - Contract Balances (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Revenue from Contract with Customer [Abstract] | ||
Unbilled revenue | $ 7,942 | $ 8,506 |
Contract liabilities | $ 3,171 | $ 2,473 |
Revenue - Narrative (Details)
Revenue - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Customer Concentration Risk | Accounts receivable | Customer One | |||||
Disaggregation of Revenue [Line Items] | |||||
Concentration risk | 11% | 19% | |||
Contract revenue | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue recognized from previously recorded contract liabilities | $ 524 | $ 405 | $ 1,092 | $ 1,242 |
Revenue - Performance Obligatio
Revenue - Performance Obligation (Details) $ in Thousands | Jun. 30, 2024 USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | $ 4,851 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-07-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation (as a percent) | 100% |
Remaining performance obligation period | 12 months |
Revenue - Schedules of Customer
Revenue - Schedules of Customers Accounting for More Than 10% of Total Revenue (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Customer A | Total revenue | Customer Concentration Risk | ||||
Disaggregation of Revenue [Line Items] | ||||
Concentration risk | 5.70% | 14.50% | 7.30% | 14.80% |
Share-Based Compensation (Detai
Share-Based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock compensation expense | $ 11,943 | $ 12,383 | $ 37,502 | $ 23,779 |
2022 Omnibus Equity Incentive Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock compensation expense | (1,511) | 2,111 | 5,458 | 5,135 |
Cost of goods sold | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock compensation expense | 193 | 64 | 524 | 133 |
Research and development | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock compensation expense | 7,562 | 7,255 | 24,538 | 13,518 |
Selling, general, and administrative | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock compensation expense | $ 4,188 | $ 5,064 | $ 12,440 | $ 10,128 |
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 | 6 Months Ended | ||||
Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Numerator: | ||||||
Net loss | $ (21,000) | $ (34,223) | $ (13,563) | $ (81,966) | $ (55,223) | $ (95,529) |
Less: Net loss attributable to noncontrolling interest | (1,840) | (436) | (4,884) | (9,656) | ||
Net loss attributable to common stockholders — basic | (19,160) | (13,127) | (50,339) | (85,873) | ||
Net loss attributable to common shares — diluted | $ (19,160) | $ (13,127) | $ (50,339) | $ (85,873) | ||
Denominator: | ||||||
Weighted average shares outstanding - basic (in shares) | 170,164,241 | 141,973,731 | 167,384,295 | 136,760,936 | ||
Weighted average common shares outstanding - diluted (in shares) | 170,164,241 | 141,973,731 | 167,384,295 | 136,760,936 | ||
Net loss per share attributable to common shares— basic (in dollars per share) | $ (0.11) | $ (0.09) | $ (0.30) | $ (0.63) | ||
Net loss per share attributable to common shares— diluted (in dollars per share) | $ (0.11) | $ (0.09) | $ (0.30) | $ (0.63) |
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 | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
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) | 62,647,429 | 85,600,622 | 62,647,429 | 85,600,622 |
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) | 8,688 | 546,570 | 8,688 | 546,570 |
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) | 228,310 | 635,007 | 228,310 | 635,007 |
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) | 18,993,761 | 12,532,935 | 18,993,761 | 12,532,935 |
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) | 18,044,332 | 18,994,332 | 18,044,332 | 18,994,332 |
Public warrants for the purchase of 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) | 0 | 17,250,000 | 0 | 17,250,000 |
Private warrants for the purchase of 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) | 0 | 10,150,000 | 0 | 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) | 150,228 | 269,668 | 150,228 | 269,668 |
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 | 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 | 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 | 18,497,110 | 18,497,110 | 18,497,110 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | ||||
Calculated tax savings (as a percent) | 85% | |||
Income tax provision (benefit) | $ 86 | $ 342 | $ (1,023) | $ (3,364) |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Nov. 03, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | ||||||
Estimate of possible loss | $ 7,500,000 | |||||
Royalty expense | $ 639,000 | $ 953,000 | $ 1,185,000 | $ 1,433,000 | ||
Accrued royalties | $ 299,000 | 299,000 | $ 789,000 | |||
Distributed earnings | $ 0 | $ 0 |
Supplemental Financial Inform_3
Supplemental Financial Information (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Payables and Accruals [Abstract] | ||
Holdbacks and deferred payments for business combinations | $ 12,665 | $ 4,339 |
Accrued interest | 1,110 | 1,120 |
Operating lease liabilities, current | 2,752 | 2,653 |
Deferred revenue | 3,171 | 2,473 |
Accrued royalties | 299 | 789 |
Other | 7,598 | 10,037 |
Accrued expenses and other current liabilities | $ 27,595 | $ 21,411 |