Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2021 | Aug. 05, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-40481 | |
Entity Registrant Name | INDIE SEMICONDUCTOR, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 87-0913788 | |
Entity Address, Address Line One | 32 Journey | |
Entity Address, City or Town | Aliso Viejo | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 92656 | |
City Area Code | 949 | |
Local Phone Number | 608-0854 | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Entity Central Index Key | 0001841925 | |
Amendment Flag | false | |
Common Stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Class A common stock, par value $0.0001 per share | |
Trading Symbol | INDI | |
Security Exchange Name | NASDAQ | |
Warrants | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants, each whole warrant exercisable for one share of Class A common stock for $11.50 per share | |
Trading Symbol | INDIW | |
Security Exchange Name | NASDAQ | |
Class A | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 96,241,328 | |
Class V | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 33,827,371 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 354,208 | $ 18,698 |
Accounts receivable, net of allowance for doubtful accounts of $92 as of June 30, 2021 and $185 as of December 31, 2020 | 7,189 | 5,913 |
Inventory, net | 3,363 | 2,900 |
Prepaid expenses and other current assets | 4,085 | 2,465 |
Total current assets | 368,845 | 29,976 |
Property and equipment, net | 2,706 | 2,169 |
Intangible assets, net | 12,496 | 1,088 |
Goodwill | 1,739 | 1,739 |
Other assets and deposits | 176 | 154 |
Total assets | 385,962 | 35,126 |
Current liabilities | ||
Accounts payable | 19,320 | 4,554 |
Accrued expenses and other current liabilities | 3,851 | 2,522 |
Intangible asset contract liability | 2,386 | 2,270 |
Deferred revenue | 927 | 1,665 |
Simple agreements for future equity ("SAFEs") | 0 | 102,700 |
Current debt obligations | 2,294 | 8,488 |
Total current liabilities | 28,778 | 122,199 |
Long-term debt, net of current portion | 0 | 12,345 |
Warrant liability | 63,092 | 0 |
Earn-out liability | 101,820 | 0 |
Intangible asset contract liability, net of current portion | 10,032 | 400 |
Other long-term liabilities | 2,219 | 1,674 |
Total liabilities | 205,941 | 136,618 |
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 | 264,421 | 43,155 |
Accumulated deficit | (95,407) | (153,264) |
Accumulated other comprehensive loss | (111) | (209) |
indie's stockholders' equity (deficit) | 168,915 | (110,312) |
Noncontrolling interest | 11,106 | 8,820 |
Total stockholders' equity (deficit) | 180,021 | (101,492) |
Total liabilities and stockholders' equity | 385,962 | 35,126 |
Class A | ||
Stockholders' equity | ||
Common stock | 9 | 3 |
Class V | ||
Stockholders' equity | ||
Common stock | $ 3 | $ 3 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Allowance for doubtful accounts | $ 92 | $ 185 |
Preferred stock, par value (in dollars per share) | $ 0.1000 | $ 0.1000 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Class A | ||
Common stock, par value (in dollars per share) | $ 0.1000 | $ 0.1000 |
Common stock, shares authorized (in shares) | 250,000,000 | 250,000,000 |
Common stock, shares issued (in shares) | 101,482,466 | 38,255,490 |
Common stock, shares outstanding (in shares) | 96,241,328 | 34,413,634 |
Class V | ||
Common stock, par value (in dollars per share) | $ 0.1000 | $ 0.1000 |
Common stock, shares authorized (in shares) | 40,000,000 | |
Common stock, shares issued (in shares) | 33,827,371 | 33,373,294 |
Common stock, shares outstanding (in shares) | 33,827,371 | 33,373,294 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | ||
Revenue: | |||||
Total revenue | $ 9,180 | $ 3,708 | $ 17,294 | $ 8,371 | |
Operating expenses: | |||||
Cost of goods sold | 5,319 | 2,198 | 10,167 | 5,078 | |
Research and development | 13,486 | 4,799 | 22,163 | 9,634 | |
Selling, general, and administrative | 8,878 | 1,329 | 11,573 | 2,815 | |
Total operating expenses | 27,683 | 8,326 | 43,903 | 17,527 | |
Loss from operations | (18,503) | (4,618) | (26,609) | (9,156) | |
Other income (expense), net: | |||||
Interest income | 13 | 6 | 20 | 12 | |
Interest expense | (530) | (551) | (1,150) | (1,103) | |
(Gain) loss from change in fair value remeasurement of SAFEs | 2,500 | (1,866) | 21,600 | (2,215) | |
Gain (loss) from change in fair value of warrants | 11,316 | 0 | 11,316 | 0 | |
Gain (loss) from change in fair value of earn-out liabilities | 17,839 | 0 | 17,839 | 0 | |
Gain (loss) from extinguishment of debt | 304 | 0 | 304 | 0 | |
Other income | 106 | 56 | 99 | 112 | |
Total other income (expense), net | 31,548 | (2,355) | 50,028 | (3,194) | |
Net income (loss) before income taxes | 13,045 | (6,973) | 23,419 | (12,350) | |
Income tax expense | 57 | 19 | 70 | 22 | |
Net income (loss) | 12,988 | (6,992) | 23,349 | (12,372) | |
Less: Net income (loss) attributable to noncontrolling interest | 6,839 | (134) | 6,385 | (393) | |
Net income (loss) attributable to common shareholders - basic | 6,149 | (6,858) | 16,964 | (11,979) | |
Net income (loss) attributable to common shares —basic | 6,149 | (6,858) | 16,964 | (11,979) | |
Net income (loss) attributable to common shares —diluted | $ 3,649 | $ (6,858) | $ (4,636) | $ (11,979) | |
Net income (loss) per share attributable to common shares - basic (in dollars per unit) | $ 0.13 | $ (0.22) | $ 0.43 | $ (0.39) | |
Net income (loss) per share attributable to common shares - diluted (in dollars per unit) | $ 0.06 | $ (0.22) | $ (0.10) | $ (0.39) | |
Weighted average common shares outstanding - basic (in shares) | [1] | 47,058,489 | 31,139,900 | 39,712,251 | 31,055,003 |
Weighted average common shares outstanding - diluted (in shares) | [1] | 63,647,057 | 31,139,900 | 46,236,226 | 31,055,003 |
Product revenue | |||||
Revenue: | |||||
Total revenue | $ 8,888 | $ 3,337 | $ 16,371 | $ 7,562 | |
Contract revenue | |||||
Revenue: | |||||
Total revenue | $ 292 | $ 371 | $ 923 | $ 809 | |
[1] | (1) Retroactively restated to give effect to the reverse recapitalization. |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Comprehensive Income (Loss) | ||||
Net income (loss) | $ 12,988 | $ (6,992) | $ 23,349 | $ (12,372) |
Other comprehensive loss: | ||||
Foreign currency translation adjustments | 146 | 7 | 58 | (61) |
Comprehensive income (loss) | 13,134 | (6,985) | 23,407 | (12,433) |
Less: Comprehensive income (loss) attributable to noncontrolling interest | 6,805 | (124) | 6,387 | (393) |
Comprehensive income (loss) attributable to indie Semiconductor, Inc. | $ 6,329 | $ (6,861) | $ 17,020 | $ (12,040) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) AND NONCONTROLLING INTEREST - USD ($) $ in Thousands | Total | Previously reported | Retroactive application of recapitalization | Total Stockholders' Equity (Deficit) Attributable to indie Semiconductor, Inc. | Total Stockholders' Equity (Deficit) Attributable to indie Semiconductor, Inc.Previously reported | Common Stock | Common StockCommon Stock Class A | Common StockCommon Stock Class V | Common StockPreviously reportedCommon Stock Class A | Common StockPreviously reportedCommon Stock Class V | Common StockRetroactive application of recapitalizationCommon Stock Class A | Common StockRetroactive application of recapitalizationCommon Stock Class V | Additional Paid-in Capital | Additional Paid-in CapitalPreviously reported | Additional Paid-in CapitalRetroactive application of recapitalization | Accumulated Deficit | Accumulated DeficitPreviously reported | Accumulated Other Comprehensive Loss | Accumulated Other Comprehensive LossPreviously reported | Noncontrolling Interest | Noncontrolling InterestPreviously reported | |
Beginning balance (in shares) at Dec. 31, 2019 | 0 | 2,251,020 | (2,251,020) | |||||||||||||||||||
Beginning balance at Dec. 31, 2019 | $ 0 | $ 41,468 | $ (41,468) | |||||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2019 | [1] | 33,405,625 | 33,373,294 | 0 | 0 | 33,405,625 | 33,373,294 | |||||||||||||||
Beginning balance at Dec. 31, 2019 | (10,582) | $ (10,582) | $ 0 | $ (13,962) | $ (13,962) | $ 3 | $ 3 | $ 0 | $ 0 | $ 3 | $ 3 | $ 42,039 | $ 577 | $ 41,462 | $ (55,766) | $ (55,766) | $ (241) | $ (241) | $ 3,380 | $ 3,380 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||
Vesting of equity awards (in shares) | [1] | 213,673 | ||||||||||||||||||||
Proceeds from sale of noncontrolling interest | 1,452 | 1,452 | ||||||||||||||||||||
Net income (loss) | (5,380) | (5,121) | (5,121) | (259) | ||||||||||||||||||
Foreign currency translation adjustment | (78) | (68) | (68) | (10) | ||||||||||||||||||
Ending balance (in shares) at Mar. 31, 2020 | [1] | 33,619,298 | 33,373,294 | |||||||||||||||||||
Ending balance at Mar. 31, 2020 | $ (14,588) | (19,151) | $ 3 | $ 3 | 42,039 | (60,887) | (309) | 4,563 | ||||||||||||||
Beginning balance (in shares) at Dec. 31, 2019 | 0 | 2,251,020 | (2,251,020) | |||||||||||||||||||
Beginning balance at Dec. 31, 2019 | $ 0 | $ 41,468 | $ (41,468) | |||||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2019 | [1] | 33,405,625 | 33,373,294 | 0 | 0 | 33,405,625 | 33,373,294 | |||||||||||||||
Beginning balance at Dec. 31, 2019 | (10,582) | $ (10,582) | $ 0 | (13,962) | (13,962) | $ 3 | $ 3 | $ 0 | $ 0 | $ 3 | $ 3 | 42,039 | 577 | 41,462 | (55,766) | (55,766) | (241) | (241) | 3,380 | 3,380 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||
Net income (loss) | (12,372) | |||||||||||||||||||||
Ending balance (in shares) at Jun. 30, 2020 | [1] | 33,874,921 | 33,373,294 | |||||||||||||||||||
Ending balance at Jun. 30, 2020 | (20,852) | (25,291) | $ 3 | $ 3 | 42,750 | (67,745) | (302) | 4,439 | ||||||||||||||
Beginning balance (in shares) at Mar. 31, 2020 | [1] | 33,619,298 | 33,373,294 | |||||||||||||||||||
Beginning balance at Mar. 31, 2020 | (14,588) | (19,151) | $ 3 | $ 3 | 42,039 | (60,887) | (309) | 4,563 | ||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||
Vesting of equity awards (in shares) | [1] | 130,522 | ||||||||||||||||||||
Issuance of Class H Units | 711 | 711 | 711 | |||||||||||||||||||
Issuance of Class H Units (in shares) | [1] | 125,101 | ||||||||||||||||||||
Net income (loss) | (6,992) | (6,858) | (6,858) | (134) | ||||||||||||||||||
Foreign currency translation adjustment | 17 | 7 | 7 | 10 | ||||||||||||||||||
Ending balance (in shares) at Jun. 30, 2020 | [1] | 33,874,921 | 33,373,294 | |||||||||||||||||||
Ending balance at Jun. 30, 2020 | $ (20,852) | (25,291) | $ 3 | $ 3 | 42,750 | (67,745) | (302) | 4,439 | ||||||||||||||
Beginning balance (in shares) at Dec. 31, 2020 | 0 | 2,287,279 | (2,287,279) | |||||||||||||||||||
Beginning balance at Dec. 31, 2020 | $ 0 | $ 42,179 | $ (42,179) | |||||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2020 | [1] | 34,413,634 | 33,373,294 | 0 | 0 | 34,413,634 | 33,373,294 | |||||||||||||||
Beginning balance at Dec. 31, 2020 | (101,492) | $ (101,492) | $ 0 | (110,312) | (110,312) | $ 3 | $ 3 | $ 0 | $ 0 | $ 3 | $ 3 | 43,155 | 982 | 42,173 | (153,264) | (153,264) | (209) | (209) | 8,820 | 8,820 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||
Vesting of equity awards (in shares) | [1] | 631,121 | ||||||||||||||||||||
Net income (loss) | 10,361 | 10,815 | 10,815 | (454) | ||||||||||||||||||
Foreign currency translation adjustment | (52) | (88) | (88) | 36 | ||||||||||||||||||
Ending balance (in shares) at Mar. 31, 2021 | [1] | 35,044,755 | 33,373,294 | |||||||||||||||||||
Ending balance at Mar. 31, 2021 | $ (91,183) | (99,585) | $ 3 | $ 3 | 43,155 | (142,449) | (297) | 8,402 | ||||||||||||||
Beginning balance (in shares) at Dec. 31, 2020 | 0 | 2,287,279 | (2,287,279) | |||||||||||||||||||
Beginning balance at Dec. 31, 2020 | $ 0 | $ 42,179 | $ (42,179) | |||||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2020 | [1] | 34,413,634 | 33,373,294 | 0 | 0 | 34,413,634 | 33,373,294 | |||||||||||||||
Beginning balance at Dec. 31, 2020 | (101,492) | $ (101,492) | $ 0 | (110,312) | $ (110,312) | $ 3 | $ 3 | $ 0 | $ 0 | $ 3 | $ 3 | 43,155 | $ 982 | $ 42,173 | (153,264) | $ (153,264) | (209) | $ (209) | 8,820 | $ 8,820 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||
Net income (loss) | 23,349 | |||||||||||||||||||||
Ending balance (in shares) at Jun. 30, 2021 | [1] | 96,241,328 | 33,827,371 | |||||||||||||||||||
Ending balance at Jun. 30, 2021 | 180,021 | 168,915 | $ 9 | $ 3 | 264,421 | (95,407) | (111) | 11,106 | ||||||||||||||
Beginning balance (in shares) at Mar. 31, 2021 | [1] | 35,044,755 | 33,373,294 | |||||||||||||||||||
Beginning balance at Mar. 31, 2021 | (91,183) | (99,585) | $ 3 | $ 3 | 43,155 | (142,449) | (297) | 8,402 | ||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||
Net income (loss) | $ (13,566) | (13,434) | (13,434) | (132) | ||||||||||||||||||
Ending balance (in shares) at Jun. 10, 2021 | 2,930,711 | |||||||||||||||||||||
Beginning balance (in shares) at Mar. 31, 2021 | [1] | 35,044,755 | 33,373,294 | |||||||||||||||||||
Beginning balance at Mar. 31, 2021 | $ (91,183) | (99,585) | $ 3 | $ 3 | 43,155 | (142,449) | (297) | 8,402 | ||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||
Vesting of equity awards (in shares) | [1] | 1,133,889 | ||||||||||||||||||||
Reverse recapitalization on June 10, 2021 (in shares) | [1] | 60,441,289 | 454,077 | |||||||||||||||||||
Reverse recapitalization on June 10, 2021 | 250,135 | 250,135 | $ 6 | 250,129 | ||||||||||||||||||
Net income (loss) | 12,988 | |||||||||||||||||||||
Share-based compensation | 7,968 | 7,968 | 7,968 | |||||||||||||||||||
Reverse recapitalization: ADK Minority Holders interest on June 10, 2021 | 0 | 4,101 | (36,831) | 40,892 | 40 | (4,101) | ||||||||||||||||
Reverse recapitalization: ADK Minority Holders interest on June 10, 2021 (in shares) | [1] | (378,605) | ||||||||||||||||||||
Foreign currency translation adjustment | 112 | 146 | 146 | (34) | ||||||||||||||||||
Ending balance (in shares) at Jun. 30, 2021 | [1] | 96,241,328 | 33,827,371 | |||||||||||||||||||
Ending balance at Jun. 30, 2021 | $ 180,021 | 168,915 | $ 9 | $ 3 | 264,421 | (95,407) | (111) | 11,106 | ||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||
Issuance of Class H Units | $ 4 | 377,654 | ||||||||||||||||||||
Issuance of Class H Units (in shares) | 44,797,894 | |||||||||||||||||||||
Reverse recapitalization on June 10, 2021 (in shares) | 60,441,289 | 454,077 | ||||||||||||||||||||
Reverse recapitalization on June 10, 2021 | $ 6 | $ 0 | 250,129 | |||||||||||||||||||
Ending balance (in shares) at Jun. 10, 2021 | 2,930,711 | |||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||
Net income (loss) | $ 26,555 | 19,584 | 19,584 | 6,971 | ||||||||||||||||||
Ending balance (in shares) at Jun. 30, 2021 | [1] | 96,241,328 | 33,827,371 | |||||||||||||||||||
Ending balance at Jun. 30, 2021 | $ 180,021 | $ 168,915 | $ 9 | $ 3 | $ 264,421 | $ (95,407) | $ (111) | $ 11,106 | ||||||||||||||
[1] | (1) Retroactively restated to give effect to the reverse recapitalization. |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Cash flows from operating activities: | ||||||||
Net income (loss) | $ 26,555 | $ 12,988 | $ 10,361 | $ (6,992) | $ (5,380) | $ 23,349 | $ (12,372) | |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||||||||
Depreciation and amortization | 1,248 | 1,274 | ||||||
Inventory impairment charges | 0 | 0 | 65 | 322 | ||||
Share-based compensation | 7,968 | 0 | ||||||
Amortization of discount and cost of issuance of debt | 198 | 100 | ||||||
Bad debts | 93 | 0 | ||||||
Non-cash interest expense | 0 | 380 | ||||||
(Gain) loss from change in fair value remeasurement of SAFEs | (2,500) | 1,866 | (21,600) | 2,215 | ||||
(Gain) loss from change in fair value of warrants | (11,316) | 0 | (11,316) | 0 | ||||
(Gain) loss from change in fair value of earn-out liability | (17,839) | 0 | (17,839) | 0 | ||||
(Gain) loss from extinguishment of debt | (304) | 0 | (304) | 0 | ||||
Deferred City Semi compensation | 250 | 333 | ||||||
Changes in operating assets and liabilities: | ||||||||
Accounts receivable | (1,350) | (38) | ||||||
Inventory | (530) | (1,090) | ||||||
Accounts payable | (211) | (1,116) | ||||||
Accrued expenses and other current liabilities | 1,164 | (186) | ||||||
Deferred revenue | (476) | 198 | ||||||
Prepaid and other current assets | (3,321) | (185) | ||||||
Other long-term liabilities | 479 | (558) | ||||||
Net cash used in operating activities | (22,133) | (10,723) | ||||||
Cash flows from investing activities: | ||||||||
Purchases of property and equipment | (809) | (227) | ||||||
Accrual for purchases of intangible assets | (43) | 0 | ||||||
Net cash used in investing activities | (852) | (227) | ||||||
Cash flows from financing activities: | ||||||||
Proceeds from issuance of SAFEs | 5,000 | 7,875 | ||||||
Proceeds from sale of noncontrolling interest | 0 | 1,452 | ||||||
Proceeds from issuance of debt obligations | 155 | 4,966 | ||||||
Proceeds from reverse recapitalization | 377,663 | 0 | ||||||
Issuance costs related to reverse recapitalization | (6,215) | 0 | ||||||
Payments on debt obligations | (15,008) | (3,423) | ||||||
Payments on financed software | (2,227) | (270) | ||||||
Redemption of Class H units | (900) | 0 | ||||||
Net cash provided by financing activities | 358,468 | 10,600 | ||||||
Effect of exchange rate changes on cash and cash equivalents | 27 | 3 | ||||||
Net increase (decrease) in cash and cash equivalents | 335,510 | (347) | ||||||
Cash and cash equivalents at beginning of period | $ 18,698 | $ 7,155 | 18,698 | 7,155 | $ 7,155 | |||
Cash and cash equivalents at end of period | $ 354,208 | $ 354,208 | $ 6,808 | 354,208 | 6,808 | $ 18,698 | ||
Supplemental disclosure of cash flow information: | ||||||||
Cash paid for interest | 1,137 | 780 | ||||||
Supplemental disclosure of non-cash investing and financing activities: | ||||||||
Purchases of property and equipment, accrued but not paid | 688 | 161 | ||||||
Conversion of historical members' equity | 41,278 | 0 | ||||||
Class G warrants cashless exchange | 407 | 0 | ||||||
Conversion of SAFEs | 86,100 | 0 | ||||||
Conversion of Embry Notes | 4,119 | 0 | ||||||
Recognition of earn-out considerations | 119,759 | 0 | ||||||
Recognition of warrant liabilities | 74,408 | 0 | ||||||
Transaction costs accrued but not paid | 14,754 | 0 | ||||||
Accrual for purchases of intangible assets | $ 12,198 | $ 0 |
Nature of the Business and Basi
Nature of the Business and Basis of Presentation | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of the Business and Basis of Presentation | Nature of the Business and Basis of Presentationindie Semiconductor, Inc. (“indie”) and its predecessor for accounting purposes, Ay Dee Kay, LLC, a California limited liability company (“ADK LLC”) are collectively referred to herein as the “Company”. The Company offers highly innovative automotive semiconductors and software solutions for Advanced Driver Assistance Systems (“ADAS”), light detection and ranging (“LiDAR”), connected car, user experience and electrification applications. 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 we rely on every day. indie is an approved vendor to Tier 1 automotive suppliers and its platforms can be found in marquee automotive manufacturers around the world. Headquartered in Aliso Viejo, California, indie has design centers and sales offices in Austin, Texas; Boston, Massachusetts; Detroit, Michigan; San Francisco and San Jose, California; Budapest, Hungary; Dresden, Germany; Edinburgh, Scotland and several locations throughout China. The Company engages subcontractors to manufacture its products. The majority of these subcontractors are located in Asia. Reverse Recapitalization with Thunder Bridge Acquisition II On June 10, 2021 (the “Closing Date”), the Company completed a series of transactions (the “Transaction”) with Thunder Bridge Acquisition II, Ltd. (“TB2”) pursuant to the Master Transactions Agreement dated December 14, 2020, as amended on May 3, 2021. In connection with the Transaction, Thunder Bridge Acquisition II Surviving Pubco, Inc, a Delaware corporation (“Surviving Pubco”), was formed to be the successor public company to TB2, and TB2 was domesticated into a Delaware corporation and merged with and into a merger subsidiary of Surviving Pubco. Immediately prior to the closing of the Transaction (the “Closing”), shareholders of TB2 redeemed an aggregate of 9,877,106 common shares of TB2 and the outstanding common shares and warrants of TB2 were converted into 24,622,894 Class A common shares of Surviving Pubco and 17,250,000 warrants to purchase Class A common shares of Surviving Pubco. The outstanding common shares and warrants of TB2 sponsors were converted into 8,625,000 shares of Class A common shares and 8,650,000 private placement warrants. In addition, TB2 issued 1,500,000 working capital warrants to an affiliate of the sponsor in satisfaction of a working capital promissory note (see Note 7 - Warrant Liability). Concurrent with the Closing, TB2 raised $150,000 in a Private Investment in Public Entity (“PIPE”) financing, pursuant to which Surviving Pubco issued 15,000,000 Class A common shares. On the Closing Date, Surviving PubCo changed its name to indie Semiconductor, Inc., and listed its shares of Class A common stock, par value $0.0001 per share (“Common Stock”) on the Nasdaq under the symbol “INDI”. Immediately prior to the Transaction, (i) the Company’s existing warrants to purchase the Company’s Class G units were net exercised and 10,019 Class G units of the Company were issued to the holders of the warrants; (ii) the SAFEs were converted into an aggregate of 284,925 Class A units; (iii) the Embry notes and the interest accrued thereunder were converted into 185,000 Class A units and 100,000 Class C units; and (iv) all 1,251,566 Class C, D, E, F and G units of the Company were converted into Class A units as per their rights and preferences. Immediately thereafter, each outstanding Class A unit and Class B unit was split into approximately 27.8 Class A units and Class B units, respectively (the “Exchange Ratio”). Following the split, 77,497,793 Class A units were exchanged for 43,670,422 Class A common shares and 33,827,371 Class V common shares in indie and 9,564,150 Class B units were exchanged for 9,564,150 Class A common shares in indie (1,791,147 of such shares were subject to vesting conditions). The closing Exchange Ratio was determined by dividing (i) a number of shares of the Company’s Class A common stock equal to (A) the Closing Merger Consideration (as defined below), divided by (B) $10.00 per share, by (ii) the total number of ADK LLC membership units outstanding immediately prior to the Closing. The “Closing Merger Consideration” of $894,628 was determined by taking $900,000 of merger consideration less applicable adjustments of $5,372. 3,450,000 Class A common shares of indie were issued and held in escrow (“Escrow Shares”) for the potential future release to the sponsors of TB2 in the event the earn-out milestones are met. Additionally, the former owners of ADK LLC may be entitled to receive up to 10,000,000 earn-out shares of the Company’s Class A common stock if the earn-out milestones are met. See Note 8 for the milestones details. Immediately following the Closing, the Company’s board of directors consisted of nine directors, seven of whom were designated by the Company. A majority of the directors qualified as independent directors under rules of Nasdaq. The Transaction was accounted for as a reverse recapitalization in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). Under the guidance in Accounting Standards Codifications (“ASC”) Topic 805, indie is treated as the “acquirer” for financial reporting purposes. As such, the Company is deemed the accounting predecessor of the combined business and is the successor registrant for U.S. Securities and Exchange Commission (“SEC”) purposes, meaning that the Company’s financial statements for previous periods will be disclosed in the registrant’s future periodic reports filed with the SEC. The most significant change in our reported financial position and results of operations was gross cash proceeds of $399,511 from the merger transaction, which includes $150,000 in gross proceeds from the PIPE financing that was consummated in conjunction with the Transaction. The increase in cash was offset by transaction costs incurred in connection with the Transaction of approximately $44,523 plus the retirement of indie’s long-term debt of $15,607. Approximately $29,770 of the transaction costs and all of indie’s long-term debt were paid as of June 30, 2021. Approximately $21,848 of the transaction costs paid as of June 30, 2021 were paid by TB2 as part of the Closing. The remainder transaction costs are expected to be paid in the third quarter of 2021. The table below summarizes the shares of Class A and Class V common stock issued immediately after the closing of the Transaction as well as the impact of the Transaction on the condensed consolidated statement of stockholders’ equity as of June 10, 2021: Class A Common Stock Class V Common Stock Additional Paid in Capital Shares Amount Shares Amount Redemption of Class H units (125,101) $ — — $ — $ (900) Embry notes conversion 8,023,072 1 — — 4,118 Warrants net settlement conversion 278,533 — — — — SAFEs conversion 7,466,891 1 454,077 — 86,099 PIPE and SPAC financing 44,797,894 4 — — 377,654 Earn-out liability — — — — (119,759) Transaction expenses — — — — (22,675) Warrants liability — — — — (74,408) Reverse recapitalization on June 10, 2021 60,441,289 $ 6 454,077 $ — $ 250,129 Impact of COVID-19 The COVID-19 pandemic (the “Pandemic”) and efforts to control its spread have significantly curtailed the movement of people, goods, and services worldwide. The duration and extent of the Pandemic depends on future developments that cannot be accurately predicted at this time, including the duration and severity of the Pandemic, the severity and transmission rates of new and more contagious and/or vaccine-resistant variants of COVID-19, and the actions taken to contain it or treat COVID-19, including the availability, distribution, rate of public acceptance and efficacy of vaccines for COVID-19, as well as the economic impact on local, regional, national and international customers and markets. The Pandemic has already had an adverse effect on the global economy, and the ultimate societal and economic impact of the Pandemic remains unknown. The Company experienced a decrease in customer demand and product shipments in the second quarter of fiscal year 2020. This decrease was primarily the result of closures or reduced capacity at customer manufacturing facilities in China. During the second half of fiscal year 2020, customer manufacturing facilities re-opened and demand increased. As customer demand increased during the second half of fiscal year 2020 and the first quarter of 2021, the semiconductor industry, and automotive semiconductors in particular, experienced material shortages and supply constraints. Given the Company’s reliance on third-party manufacturing suppliers, these industry dynamics have resulted in certain instances of extended production lead times, increased production and expedite costs, and delays in meeting increasing customer demand for its products, which if unabated, present a significant risk to the Company. In certain circumstances, the Company has increased order lead times, and placed purchase orders with suppliers based on its anticipated demand requirements in efforts to secure production capacity allocation. However, the Company cannot predict the duration or magnitude of the Pandemic or the full impact that it may have on the Company’s financial condition, operations, and workforce. The Company will continue to actively monitor the rapidly evolving situation related to the Pandemic and may take further actions that alter the Company’s operations, including those that may be required by federal, state or local authorities, or that the Company determines are in the best interests of its employees and other third parties with whom the Company does business. Basis of Presentation The condensed consolidated financial statements are prepared in accordance with U.S. GAAP and the rules and regulations of the SEC. Any reference in these notes to applicable guidance is meant to refer to the authoritative U.S. GAAP as found in the ASC and Accounting Standards Update (“ASU”) issued by the Financial Accounting Standards Board (“FASB”). The condensed consolidated financial statements include the consolidated accounts of the Company’s majority-owned subsidiary, ADK LLC, of which 74% was owned by indie as of June 30, 2021. ADK LLC’s 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, a private limited liability company incorporated under the laws of Germany, indie Kft, a limited liability company incorporated under the laws of Hungary, its majority owned subsidiary, Wuxi indie Microelectronics Ltd. (“Wuxi”), a Chinese entity 50% owned by the Company as of June 30, 2021 and Wuxi’s wholly-owned subsidiaries, 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 subsidiaries is presented as a separate component from stockholders’ deficit in the condensed consolidated balance sheets, and a noncontrolling interest in the condensed consolidated statements of operations and condensed consolidated statements of stockholders’ deficit and noncontrolling interest. Unaudited Interim Financial Information In the opinion of the Company, the accompanying unaudited condensed consolidated financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair presentation of its financial position and its results of operations, changes in stockholders’ equity (deficit) and cash flows. The condensed consolidated balance sheet at December 31, 2020, was derived from audited annual financial statements but does not contain all of the footnote disclosures from the annual financial statements. The accompanying unaudited condensed consolidated financial statements and related financial information should be read in conjunction with the audited consolidated financial statements and the related notes thereto for the fiscal year ended December 31, 2020. Emerging Growth Company Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) permits an emerging growth company (“EGC”) to delay complying with new or revised financial accounting standards that do not yet apply to private companies (that is, those that have not had a registration statement filed under the Securities Act of 1933, as amended (the “Securities Act”), declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company qualifies as an EGC. The JOBS Act provides that an EGC can elect to opt-out of the extended transition period and comply with the requirements that apply to non-EGCs, but any such election to opt-out is irrevocable. The Company has elected not to opt-out of such an extended transition period. As a result, when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an EGC, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This different adoption timing may make a comparison of the Company’s financial statements with other public companies difficult or impossible because of the potential differences in accounting standards used. Recent Accounting Pronouncements Recently Issued Accounting Pronouncements Not Yet Adopted In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) (“ASU 2016-02”), whereby lessees will be required to recognize for all leases at the commencement date a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. Under the new guidance, lessor accounting is largely unchanged. A modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the condensed consolidated financial statements must be applied. The modified retrospective approach would not require any transition accounting for leases that expired before the earliest comparative period presented. The FASB issued ASU 2019-10- Financial Instruments-Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates in November 2019 and ASU 2020-05- Revenue from Contracts with Customers (Topic 606) and Leases (Topic 842): Effective Dates for Certain Entities in June 2020. The ASUs change some effective dates for ASU 2016-02 on leasing. After applying ASU 2019-10 and 2020-05, ASU 2016-02 is effective for annual periods beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. The adoption of the new standard is expected to result in the recognition of additional lease liabilities and right-of-use assets as of January 1, 2022. The Company is currently evaluating the impact of the new standard on the Company’s condensed consolidated financial statements and related disclosures. In June 2016, the FASB amended guidance related to impairment of financial instruments as part of ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , which replaces the incurred loss impairment methodology with an expected credit loss model for which a company recognizes an allowance based on the estimate of expected credit loss. This ASU requires entities to measure the impairment of certain financial instruments, including accounts receivable, based on expected losses rather than incurred losses. This ASU is effective for fiscal years beginning after December 15, 2022, with early adoption permitted, and will be effective for the Company beginning in 2023. The Company is currently evaluating the impact of the new standard on the Company’s condensed consolidated financial statements and related disclosures. In January 2017, the FASB issued ASU 2017-04, Simplifying the Test for Goodwill Impairment . This guidance eliminates Step 2 from the goodwill impairment test and instead requires that an entity measure the impairment of goodwill assigned to a reporting unit if the carrying value of assets and liabilities assigned to the reporting unit, including goodwill, exceed the reporting unit's fair value. The new guidance must be adopted for annual and interim goodwill tests by the Company beginning on January 1, 2022. After the adoption of this standard, which will be applied prospectively, the Company will follow a one-step model for goodwill impairment. The Company does not anticipate this pronouncement will have a significant impact on the Company’s consolidated financial statements upon adoption. In December 2019, the FASB issued ASU 2019-12 , Income Taxes (Topic 740) - Simplifying the Accounting for Income Taxes , which simplifies the accounting for income taxes by removing certain exceptions to the general principles of ASC 740 , Income Taxes . The amendments also improve consistent application of and simplify U.S. GAAP for other areas of ASC 740 by clarifying and amending existing guidance. ASU 2019-12 is effective for fiscal years beginning after December 15, 2020 (and December 15, 2021 for nonpublic companies) and early adoption is permitted. Depending on the amendment, adoption may be applied on a retrospective, modified retrospective, or prospective basis. The Company is currently assessing the impact that this standard will have on its condensed consolidated financial statements and related disclosures. |
Business Combinations
Business Combinations | 6 Months Ended |
Jun. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Combinations | Business Combinations Acquisition of City Semiconductor, Inc. On May 13, 2020, the Company acquired certain assets and liabilities of City Semiconductor, Inc. (“City Semi”), which had developed technology related to analog and mixed-signal integrated circuitry, with a focus on high-speed analog-to-digital converters and digital-to-analog intellectual property cores. The Company accounted for the acquisition as a business combination. The transaction costs associated with the acquisition were not material and were expensed as incurred. The acquisition date fair value of the consideration transferred for City Semi was approximately $2,029, which consisted of the following: Fair Value Class H units issued $ 711 Contingent consideration 1,180 Cash consideration to be transferred at a later date 138 Total $ 2,029 The maximum contingent consideration payable in connection with the acquisition is $2,000. The acquisition date fair value of the contingent consideration was determined based on the Company’s assessment of the probability of achieving the performance targets that ultimately obligate the Company to transfer additional consideration to the seller. The contingent consideration is comprised of two tranches. The first tranche is payable, up to a maximum of $500, upon the achievement of cash collection targets within twelve months of the acquisition, and this target was achieved in May 2021. The second tranche is payable, up to a maximum of $1,500 upon the shipment of a product incorporating the acquired developed technology. The fair value of any outstanding contingent consideration liabilities will be remeasured as of the end of each reporting period with any resulting remeasurement gains or losses recognized in the condensed consolidated statement of operations. The fair value of the first and second tranche contingent consideration liabilities was $500 and $1,000, respectively, as of June 30, 2021, and $500 and $900, respectively, as of December 31, 2020. The fair value of the first tranche contingent consideration liability is reflected in Other current liabilities within the condensed consolidated balance sheet and the fair value of the second tranche contingent consideration liability is reflected in Other long-term liabilities . In connection with this acquisition, the two existing employees of City Semi, including the founder and sole shareholder of City Semi, entered into employment agreements with the Company. As there is a service condition associated with these agreements, the related compensation expense is accounted for separately from the acquisition. The Company recognizes the related compensation expense as research and development expense in the condensed consolidated statement of operations on a straight-line basis over the requisite service period. The following table summarizes the fair values of assets acquired and liabilities assumed as of the date of acquisition: Fair Value Intangible asset – Software license $ 139 Intangible asset - Developed technology 369 Goodwill 1,739 Deferred revenue (41) Accrued expenses (177) Net assets acquired $ 2,029 The Company estimates that the useful life of the acquired developed technology intangible asset is seven years and the useful life of the acquired software license intangible asset is approximately one year, which represents the remaining duration of the software license. The excess of purchase consideration over the fair value of net assets acquired was recorded as goodwill, which is primarily attributed to the assembled workforce. None of the goodwill recognized is expected to be deductible for income tax purposes. There are no amounts of revenue or earnings of City Semi included in the Company’s condensed consolidated statement of operations for the three months ended March 31, 2021. The unaudited pro forma financial information shown below summarizes the combined results of operations for the Company and City Semi as if the closing of the acquisition had occurred on January 1, 2020. Three Months Ended Six Months Ended Combined revenue $ 4,316 $ 8,979 Combined net loss before income taxes (7,218) (12,598) The unaudited pro forma financial information includes adjustments that are directly attributable to the business combination and are factually supportable. The adjustments primarily reflect the amortization of acquired developed technology and compensation expense related to consideration to be transferred to the founder upon the second anniversary of his employment. The unaudited pro forma financial information is presented for illustrative purposes only and is not necessarily indicative of the operating results that would have been realized if the acquisition had taken place on January 1, 2020. On June 10, 2021, in connection with the closing of the Transaction, the Company paid $900 to redeem the Class H units previously issued. |
Inventory, Net
Inventory, Net | 6 Months Ended |
Jun. 30, 2021 | |
Inventory Disclosure [Abstract] | |
Inventory, Net | Inventory, Net Inventory, net consists of the following: June 30, 2021 December 31, 2020 Work-in-process $ 3,691 $ 4,277 Finished goods 468 882 Inventory, gross 4,159 5,159 Less: Inventory reserves 796 2,259 Inventory, net $ 3,363 $ 2,900 During the six months ended June 30, 2021 and 2020, the Company recognized write-downs in the value of inventory of $65 and $322, respectively. Write-downs in the value of inventory were de minimis for the three months ended June 30, 2021 and 2020. |
Intangible Assets, Net
Intangible Assets, Net | 6 Months Ended |
Jun. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets, Net | Intangible Assets, Net Intangible assets, net consist of the following: June 30, 2021 December 31, 2020 Weighted Gross Accumulated Net Weighted Gross Accumulated Net Software licenses 3.0 $ 16,545 $ (4,425) $ 12,120 0.6 $ 4,391 $ (3,759) $ 632 Intellectual property licenses 1.9 1,736 (1,668) 68 1.7 1,736 (1,614) 122 Developed technology 5.8 369 (61) 308 6.4 369 (35) 334 Total $ 18,650 $ (6,154) $ 12,496 $ 6,496 $ (5,408) $ 1,088 The Company obtained software licenses which it uses for its research and development efforts related to its products. Amortization of intangible assets for the three months ended June 30, 2021 and 2020 was $353 and $408, respectively. Amortization of intangible assets for the six months ended June 30, 2021 and 2020 was $764 and $802, respectively. Amortization of intangible assets is included in research and development expense in the condensed consolidated statements of operations. Based on the amount of intangible assets subject to amortization as of June 30, 2021, amortization expense for each of the next five fiscal years is expected to be as follows: 2021 (remaining six months) $ 1,777 2022 3,805 2023 4,570 2024 2,221 2025 53 Thereafter 70 $ 12,496 |
Goodwill
Goodwill | 6 Months Ended |
Jun. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | GoodwillThere was no change in goodwill recorded between June 30, 2021 and December 31, 2020. |
Debt
Debt | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Debt | Debt The following table sets forth the components of debt as of June 30, 2021 and December 31, 2020: June 30, 2021 December 31, 2020 Principal Unamortized Carrying Principal Unamortized Carrying Trinity term loan, due 2022 $ — $ — $ — $ 12,000 $ (665) $ 11,335 Short term loans, due 2021 619 — 619 459 — 459 PPP Loan, due 2022 — — — 1,868 — 1,868 Tropez loan, due 2021 — — — 2,000 — 2,000 Total term loans 619 — 619 16,327 (665) 15,662 Revolving line of credit 1,675 — 1,675 1,675 — 1,675 Embry convertible notes, due 2021 — — — 3,606 (110) 3,496 Total debt $ 2,294 $ — $ 2,294 $ 21,608 $ (775) $ 20,833 The outstanding debt as of June 30, 2021 and December 31, 2020 is classified in the condensed consolidated balance sheets as follows: June 30, 2021 December 31, 2020 Current liabilities - Current debt obligations $ 2,294 $ 8,488 Noncurrent liabilities - Long-term debt, net of current maturities — 12,345 $ 2,294 $ 20,833 Embry Convertible Subordinated Notes Payable On December 4, 2012, the Company entered into two convertible note and exchange agreements with an investor (“Embry”), pursuant to which the entire outstanding principal of $3,500 and corresponding accrued interest of $107 held under existing loan agreements were exchanged for two convertible subordinated notes with aggregate principal amounts of $2,604 and $1,003. The convertible subordinated notes bore interest of 0.93% per annum, which was compounded annually. The aggregate principal and all accrued and unpaid interest were due in full on December 4, 2017. On December 3, 2017, the Company entered into a 12-month extension of these two convertible notes and exchange agreements. On December 3, 2018, the Company entered into a 36-month extension of these two convertible note and exchange agreements. The interest rate on the 36-month extension was amended to 3.07% per annum. The Company recorded a discount on this convertible debt extension and a corresponding increase in additional paid-in capital related to the enhanced value of the embedded conversion options. The Company amortized the discount to interest expense over the 36-month extension period. The amendments to extend the maturity date were treated as modifications of the debt. The convertible subordinated notes with aggregate principal of $2,604 and $1,003 were convertible into an aggregate 185,000 Class A units and 100,000 Class C units, respectively, at the investors’ discretion prior to the maturity date or automatically upon a liquidity event, as defined in the loan agreement. The Company determined that the embedded conversion options should not be bifurcated from their host instruments. In December 2020, Embry assigned the notes to its affiliate, Cézanne Investments Ltd. (“Cézanne”). At December 31, 2020, the total carrying value of such convertible subordinated notes payable, net of unamortized discount, was $3,496. Total accrued interest as of December 31, 2020 was $458, and is included in Accrued expenses and other current liabilities on the Company’s condensed consolidated balance sheets. On June 10, 2021, Cézanne exercised its right to convert at the closing of the Transaction and the Embry convertible notes were converted to equity at their carrying value of $4,119, inclusive of $3,607 principal balance and accrued interest of $512. PacWest Term Loan and Revolving Line of Credit The Company entered into a loan and security agreement with Pacific Western Bank (“PacWest”, formerly Square 1 Bank) in January 2015, that provided a term loan of up to $10,000 with a maturity date of September 2020. The term loan bore interest equal to the greater of one percent above the prime rate in effect, or 4.5% on outstanding borrowings. In addition, the loan and security agreement provided for a revolving line of credit. The revolving line of credit bore interest equal to the greater of seventy-five basis points above the prime rate in effect, or 4.25% on outstanding borrowings. The terms of the loan and security agreement have been amended from time to time, with the most recent amendment dated June 8, 2021. The amendments have, among other things, extended the maturity date of the loan and adjusted the financial covenants’ borrowing limits. In August 2017 and as part of an amendment to the loan and security agreement, the Company issued a warrant to PacWest to purchase 3,388 Class G units. On June 10, 2021, these warrants were net exercised and ultimately converted into 82,187 shares of indie Class A common stock. During 2020, the Company entered into three amendments to the PacWest loan agreement. Pursuant to the terms of the amendments, $889, the full amount of unpaid principal and interest was transferred from the PacWest term loan to the revolving line of credit as of January 30, 2020. In addition, the amendments modified certain financial covenants, including that the Company maintain a minimum cash balance of $2,300 and adjusted the borrowing limits to $2,000. On June 8, 2021, the maturity date of the revolving line of credit was amended to July 20, 2021. As of June 30, 2021 and December 31, 2020, the Company had no outstanding balance on the term loan. As of June 30, 2021 and December 31, 2020, the revolving line of credit had an outstanding balance of $1,675. The Company’s borrowings under the term loan and revolving line of credit were subject to an aggregate borrowing limit of $2,000 as of June 30, 2021 and December 31, 2020. Total borrowings at any given time under the line of credit are limited to a percentage of domestic accounts receivables less than 90 days past due and other factors. This loan and the revolving line of credit are subject to debt covenants which, if violated, could result in the outstanding balance becoming immediately due. The Company has complied with or obtained waivers for all such covenants as of the date these financial statements were issued. Trinity Term Loan In June 2018, the Company entered into a term loan agreement with Trinity Capital Fund (“Trinity”) to borrow $15,000 at a rate of 11.25% per annum. In connection with such loan, the Company issued a warrant to Trinity to acquire 6,250 Class G units at an exercise price per unit of $35.42. In October 2020, the Company entered into a new loan agreement with Trinity, which replaced the March 2018 agreement. The new loan had a principal of $12,000, which was exchanged for the old loan’s principal balance of $11,325, lender fees of $474 and a cash payment to the Company of $194. In addition, the Company issued to Trinity 1,844 additional warrants to purchase the Company’s Class G Units, which had a fair value of $405. The new loan agreement was treated as a modification for accounting purposes. The unamortized discount from the old loan was treated as additional debt discount on the new loan along with the lender fees paid to and additional warrants issued to Trinity in October 2020. On June 10, 2021, these warrants were net exercised and ultimately converted into 196,346 shares of indie Class A common stock. The new loan had a maturity date of October 1, 2024 and interest equal to the greater of 10.75% or the Prime Rate plus 7.5%. The term loan may be prepaid by paying the principal and interest plus a prepayment fee ranging from 4.0% to 1.0% of the principal being repaid, depending on the length of time between the effective date and the prepayment date. Upon final repayment, an end-of-term fee of $720 must be paid by the Company to Trinity. The term loan was collateralized by substantially all of the Company’s assets to the extent they were not already securing the senior debt of PacWest. As of December 31, 2020, the Company had $11,335 outstanding under the Trinity Term loans, net of the unamortized discount and issuance cost generated as a result of the warrant issuance described in Note 11 – Members’ Equity. The debt discount and issuance costs were being amortized through interest expense over the term of the loan using the effective interest method. The old loan required monthly interest only payments of $141 until November 2019 when repayment of principal began, and payments increased to $493 per month. The new loan required interest only payments of $108 until October 2021 when repayment of principal begins, and payments increased to $391 per month with an effective interest rate of 15.8%. On June 21, 2021, the Company fully repaid the outstanding loan balance and the accrued interest of $13,261, including principal of $12,000, end-of-term fee and early termination fee of $1,200 and accrued interest of $61. As a result of the repayment, the Company recognized a loss from extinguishment of debt for $1,585, which included (i) the remaining unamortized discount and debt issuance cost of $577 and (ii) end-of-term fee and early termination fee paid not previously accrued of $1,008, in the condensed consolidated statement of operations for the three and six months ended June 30, 2021. Short Term Loans On November 13, 2019, Wuxi entered into a short term loan agreement with CITIC Group Corporation Ltd. with aggregate principal balance of CNY 2,000, or approximately $285, and bearing interest of 4.785% per annum. The principal balance is denominated in Chinese Yuan and the outstanding balance is adjusted for changes in foreign currency exchange rates at each reporting period. On November 13, 2020, the terms of the agreement were extended for twelve months, and the principal and interest are due on November 15, 2021. On October 15, 2020, Wuxi entered into a short term loan agreement with Netherlands China Business Council (“NCBC”) with aggregate principal balance of CNY1,000 or approximately $151 and bearing interest of 4.785%. On April 29, 2021, Wuxi increased its short term loan principal with NCBC by CNY1,000 or approximately $155 to a total principal balance of CNY4,000. As of June 30, 2021 and December 31, 2020, the aggregate outstanding principal balance of the short term loans was $619 and $459, respectively. Tropez Note On January 31, 2020, the Company entered into a convertible loan agreement with Tropez Fund Limited (“Tropez”) with principal amount of $2,000 and subject to interest of 12% per annum. The terms of the loan provide for a renewable 180-day period for a maximum term of twelve months. The Company renewed the loan on July 29, 2020 for the additional 180-day period. The note was amended on January 21, 2021 to extend the maturity date to the earlier of December 31, 2021 or the closing of the Transaction. Additionally, the January 21, 2021 amendment removed the conversion rights associated with the loan. On June 17, 2021, the Company fully repaid the outstanding loan balance and the accrued interest of $2,346 and the loan was terminated. Paycheck Protection Program In April 2020, the Company applied for a loan pursuant to the Paycheck Protection Program of the Coronavirus Aid, Relief and Economic Security Act as administered by the U.S. Small Business Administration (the “SBA”). In May 2020, the loan was approved, and the Company received gross proceeds from the loan in the amount of $1,868 (the “PPP Loan”). The PPP Loan took the form of a promissory note that matures two years after the date of the note and bears interest at a rate of 1.0% per annum. Monthly principal and interest payments, less the amount of any potential forgiveness (discussed below). The PPP Loan provides for customary events of default, including, among others, those relating to failure to make payments thereunder. The Company may prepay the principal of the PPP Loan at any time without incurring any prepayment penalties. The PPP Loan is non-recourse against any individual shareholder, except to the extent that such party uses the loan proceeds for an unauthorized purpose. On May 10, 2021, the entire balance of the PPP Loan was forgiven by the SBA and lender. As a result, the Company recorded a gain on extinguishment of debt of $1,889, which represented the principal balance of $1,868 and accrued interest of $21, in the condensed consolidated statement of operations for the three and six months ended June 30, 2021. The table below sets forth the components of interest expense for the three and six months ended as of June 30, 2021 and June 30, 2020: Three Months Ended Six Months Ended 2021 2020 2021 2020 Interest expense on Trinity Term Loan: Contractual interest 324 388 719 807 Amortization of discount and issuance cost 66 13 138 27 390 401 857 834 Interest expense on other debt obligations: Contractual interest 109 112 233 197 Amortization of discount and issuance cost 31 38 60 72 140 150 293 269 Total interest expense $ 530 $ 551 $ 1,150 $ 1,103 |
Warrant Liability
Warrant Liability | 6 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
Warrant Liability | Warrant Liability In connection with the closing of the Transaction, holders of TB2 Class A ordinary shares automatically received Class A common stock of indie, and holders of TB2 warrants automatically received 17,250,000 warrants of indie with substantively identical terms (“Public Warrants”). At the Closing, 8,625,000 Class B ordinary shares of TB2 owned by the Sponsor, automatically converted into 8,625,000 shares of indie Class A common stock, and 8,650,000 private placement warrants held by the sponsor, each exercisable for one Class A ordinary share of TB2 at $11.50 per share, automatically converted into warrants to purchase one share of indie Class A common stock at $11.50 per share with substantively identical terms (“the “Private Placement Warrants”). Also at the Closing, TB2 issued 1,500,000 working capital warrants to an affiliate of the Sponsor in satisfaction of a working capital promissory note of $1,500 (the “Working Capital Warrants” and, together with the Private Placement Warrants, the “Private Warrants”). These Working Capital Warrants have substantially identical terms to the Private Placement Warrants. The warrants may be exercised only during the period commencing on July 10, 2021 (30 days after the closing of the Transaction) through June 10, 2026. The Company may redeem the Public Warrants at a price of $0.01 per warrant upon 30 days’ notice, only in the event that the last sale price of the Class A common stock is at least $18.00 per share for any 20 trading days within a 30-trading day period ending on the third day prior to the date on which notice of redemption is given, provided there is an effective registration statement and current prospectus in effect with respect to the Class A common stock underlying such warrants during the 30 day redemption period. If the Company redeems the warrants as described above, management will have the option to require all holders to exercise warrants on a “cashless basis.” In accordance with the warrant agreement relating to the Public Warrants, the Company is only required to use its best efforts to maintain the effectiveness of the registration statement covering the warrants. If a registration statement is not effective within 90 days following the consummation of a business combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to an available exemption from registration under the Securities Act, as amended. In the event that a registration statement is not effective at the time of exercise or no exemption is available for a cashless exercise, the holder of such warrant shall not be entitled to exercise such warrant for cash and in no event (whether in the case of a registration statement being effective or otherwise) will the Company be required to net cash settle the warrant exercise. The terms of the Private Warrants are identical to the Public Warrants as described above, except that the Private Warrants are not redeemable so long as they are held by the sponsor or its permitted transferees. The Company has reviewed the terms of warrants to purchase its Class A common stock to determine whether warrants should be classified as liabilities or stockholders’ equity in its consolidated balance sheet. In order for a warrant to be classified in stockholders’ equity, the warrant must be (a) indexed to the Company’s equity and (b) meet the conditions for equity classification in ASC 815-40, Derivatives and Hedging – Contracts in an Entity’s Own Equity . If a warrant does not meet the conditions for equity classification, it is carried on the consolidated balance sheet as a warrant liability measured at fair value, with subsequent changes in the fair value of the warrant recorded in the statement of operations as change in fair value of warrants in Other income (expense), net . The Company determined that all warrants are required to be carried as a liability in the condensed consolidated balance sheet at fair value, with changes in fair value recorded in the condensed consolidated statement of operations (see Note 10). At the closing of the Transaction on June 10, 2021, the warrants had an initial fair value of $74,408, which was recorded as liability and a reduction to additional paid in capital in the condensed consolidated balance sheet. The following table is a summary of the number of shares of the Company’s Class A common stock issuable upon exercise of warrants outstanding at June 30, 2021 (there were no warrants outstanding at December 31, 2020): Number of Shares Exercise Redemption Price Expiration Date Classification Initial Fair Value Public Warrants 17,250,000 $ 11.50 $ 18.00 June 10, 2026 Liability $ 42,435 Private Warrants 10,150,000 $ 11.50 N/A June 10, 2026 Liability $ 31,973 |
Earn-Out Liability
Earn-Out Liability | 6 Months Ended |
Jun. 30, 2021 | |
Reverse Capitalization [Abstract] | |
Earn-Out Liability | Earn-Out Liability Earn-Out Milestones Certain of indie’s stockholders are entitled to receive up to 10,000,000 earn-out shares of the Company’s Class A common stock if the Earn-Out Milestones are met. The Earn-Out Milestones represents two independent criteria, which each entitles the eligible stockholders to 5,000,000 earn-out shares per milestone met. Each Earn-Out Milestone is considered met if at anytime following the Transaction and prior to December 31, 2027, the volume weighted average price of indie’s Class A common stock is greater than or equal to $12.50 or $15.00 for any twenty trading days within any thirty trading day period, respectively. Further, the Earn-Out Milestones are also considered to be met if indie undergoes a Sale. A Sale is defined as the occurrence of any of the following for indie: (i) engage in a “going private” transaction pursuant to Rule 13e-3 under the Exchange Act or otherwise cease to be subject to reporting obligations under Sections 13 or 15(d) of the Exchange Act; (ii) Class A common stock cease to be listed on a national security exchange, other than for the failure to satisfy minimum listing requirements under applicable stock exchange rules; or (iii) change of ownership (including a merger or consolidation) or approval of a plan for complete liquidation or dissolution. These earn-out shares have been categorized into two components: (i) those associated with stockholders with vested equity at the closing of the Transaction that will be earned upon achievement of the Earn-out Milestones (the “Vested Shares”) and (ii) those associated with stockholders with unvested equity at the closing of the Transaction that will be earned over the remaining service period with the Company on their unvested equity shares and upon achievement of the Earn-out Milestones (the “Unvested Shares”). The Vested Shares are classified as liabilities in the condensed consolidated balance sheet and the Unvested Shares are equity-classified share-based compensation to be recognized over time (see Note 14 - Share-based Compensation). The earn-out liability was initially measured at fair value at the closing of the Transaction and subsequently remeasured at the end of each reporting period. The change in fair value of the earn-out liability is recorded as part of Other income (expense), net in the condensed consolidated statement of operations. The estimated fair value of the earn-out liability was determined using a Monte Carlo simulation that simulated the future path of the Company’s stock price over the earn-out period. The assumptions utilized in the calculation are based on the achievement of certain stock price milestones including projected stock price, volatility, and risk-free rate. Escrow Shares 3,450,000 Class A common shares of indie were placed in escrow for the potential future release to the sponsors of TB2 in the event the earn-out milestones are met. The earn-out milestones for the Escrow Shares are identical to those of the earn-out shares. Achievement of each milestone entitles the shareholders to 50% of the total Escrow Shares. The Escrow Shares have been accounted for as a liability and remeasured to fair value each reporting period. At the closing of the Transaction on June 10, 2021, the earn-out liability had an initial fair value of $119,759, which was recorded as a long-term liability and a reduction to additional paid in capital in the condensed consolidated balance sheet. At the closing of the Transaction on June 10, 2021, ADK LLC’s share-based compensation awards (as such terms are defined below) were converted into equity in indie at the Exchange Ratio of 27.80. Share and per share information below have been converted from historical disclosure based on the Exchange Ratio. Profit Interests Historically, per ADK LLC’s operating agreement, ADK LLC issued Class B Units (“Profits Interests” or “Class B Units”) to employees, directors and consultants. Class B Units entitle the holders of such units to a share of ADK LLC’s profits and distributions of ADK’s assets to the extent their capital accounts are positive. Holders of Class B Units do not have voting rights except to the extent required by law. The board of directors authorized 14,284,919 shares (or 513,846 units prior to the exchange) for grant under the operating agreement. The Class B Units generally have a four-year vesting schedule, in which 25% of units vest after 12 months and the remaining 75% vest monthly over the following three-year period. These Profit Interests are equity-classified awards. No compensation cost was recognized historically until the closing of the Transaction. Phantom Units On January 29, 2021, the Company issued Phantom Units that give employees rights to receive, upon vesting, either 1,751,360 shares of Class A common stock (or 62,998 Phantom Units prior to giving effect to the Exchange Ratio) or the equivalent in cash at the election of the Company (the “Phantom Units”). These Phantom Units had a grant date fair value of $6.83 per share of Class A common stock. The Phantom Units generally have a four-year vesting schedule, in which 25% of units vest after 12 months and the remaining 75% vest monthly over the following three-year period. Certain awards vest based on specific performance conditions. Notwithstanding the foregoing, no Phantom Units vest until December 10, 2021. These Phantom Units are equity-classified awards. No compensation cost was recognized historically until the closing of the Transaction. Unvested Earn-out Shares A portion of the earn-out shares may be issued to individuals with unvested equity awards. While the payout of these shares require achievement of the Earn-out Milestones, the individuals are required to complete the remaining service period associated with these unvested equity awards to be eligible to receive the earn-out shares. As a result, these unvested earn-out shares are equity-classified awards and have an aggregated grant date fair value of $3,919 (or $9.20 per share). Accounting Policy The Company accounts for share-based compensation arrangements with employees in accordance with ASC 718-10, Compensation — Stock Compensation, which requires the Company to account for the compensation expense related to all equity awards on a fair value based method. Prior to the consummation of the Transaction, the grant date fair value of the Class B Units were determined using the Monte Carlo simulation. The significant assumptions used in valuation include the constant risk-free rate, constant volatility factor and the Geometric Brownian Motion. The following table presents the weighted average assumptions used in the valuations for grants in the six months ended June 30, 2021 (there were no grants in the three months ended June 30, 2021): Six Months Ended June 30, 2021 Constant risk free rate 0.8 % Constant volatility factor 40.0 % Geometric Brownian Motion 0.981 The grant date fair value of the Phantom Units was determined by dividing the expected equity value of the Company upon a Transaction by the Company’s expected capitalization structure at the time of the grant. The grant date fair value of the earn-out shares was valued based on the fair value of the earn-out liability at inception divided by total shares subject to earn-out liability. For all Class B Units and Phantom Units, the consummation of the Transaction is considered to be a qualifying liquidation event, such that all historically vested units are now considered to have value. As a result, the Company recognized the expenses pro-rata over the term of the vesting period or per the satisfaction of performance conditions. Expenses related to all unvested shares will be recognized pro-rata through the remainder of the vesting period or when the performance conditions become probable in accordance with ASC 718. Stock compensation expense is recorded in research and development and general and administrative expenses based on the classification of the work performed by the grantees. The following table sets forth the share-based compensation for the periods presented: Three Months Ended Six Months Ended 2021 2020 2021 2020 Research and development 2,598 — 2,598 — Selling, general, and administrative 5,371 — 5,371 — Total $ 7,969 $ — $ 7,969 $ — The following table sets forth the changes in our outstanding equity awards during the six months ended June 30, 2021: Number of Weighted- Nonvested shares as of December 31, 2020 3,868,225 $ 2.72 Granted 1,751,360 $ 6.83 Vested (1,821,998) $ 3.58 Forfeited (41,217) $ 5.57 Nonvested shares as of June 30, 2021 3,756,370 $ 6.67 As of June 30, 2021, there was $19,493 of total unrecognized share-based compensation costs related to all unvested shares. |
Simple Agreement for Future Equ
Simple Agreement for Future Equity (SAFEs) | 6 Months Ended |
Jun. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Simple Agreement for Future Equity ("SAFEs") | Simple Agreement for Future Equity (“SAFEs”)During the year ended December 31, 2020, the Company entered into SAFEs with existing investors and third-party investors for total proceeds of $25,765. The SAFEs require that the Company issue equity to the SAFE holders in exchange for their investment upon an equity raise of at least $35,000. During April 2021, the Company entered into SAFEs with a third-party investor for a total purchase amount of $5,000. The SAFEs require that the Company issue equity to the SAFE holders in exchange for their investment upon an equity financing (including a SPAC transaction) with an aggregate purchase price of at least $35,000. In connection with the closing of the Transaction on June 10, 2021, all SAFEs converted into Class A membership units in ADK LLC, and then into 7,466,891 shares of Class A common stock and 454,077 shares of Class V common stock of indie. At the time of conversion, the SAFEs had a fair value of $86,100, which was recorded as a reduction of additional paid in capital in the condensed consolidated balance sheet. The fair value of the SAFEs was $102,700 as of December 31, 2020. The change in fair value between the last measurement date and the conversion date was recorded in Other income (expense), net |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value MeasurementsThe Company’s debt instruments are recorded at their carrying values in its condensed consolidated balance sheets, which may differ from their respective fair values. The fair values of the Company’s convertible notes are estimated using the valuation of the securities into which the debt is convertible, external pricing data, based on interest rates and credit ratings for similar issuances with the same remaining term as the Company’s outstanding borrowings. The fair value of the Embry convertible notes was determined using valuation inputs categorized as Level 3. The fair values of the Company’s term loans and Tropez note generally approximate their carrying values. The following table presents the Company’s fair value hierarchy for financial assets and liabilities: Fair Value Measurements as of June 30, 2021 Level 1 Level 2 Level 3 Total Liabilities: Warrant Liability $ — $ — $ 63,092 $ 63,092 Contingent Earn-Outs - First Milestone $ — $ — $ 54,120 $ 54,120 Contingent Earn-Outs - Second Milestone $ — $ — $ 47,701 $ 47,701 First tranche contingent consideration $ — $ — $ 500 $ 500 Second tranche contingent consideration $ — $ — $ 1,000 $ 1,000 Fair Value Measurements as of June 10, 2021 Level 1 Level 2 Level 3 Total Liabilities: SAFEs $ — $ — $ 86,100 $ 86,100 Warrant Liability $ — $ — $ 74,408 $ 74,408 Contingent Earn-Outs - First Milestone $ — $ — $ 63,426 $ 63,426 Contingent Earn-Outs - Second Milestone $ — $ — $ 56,333 $ 56,333 Fair Value Measurements as of December 31, 2020 Level 1 Level 2 Level 3 Total Liabilities: SAFEs $ — $ — $ 102,700 $ 102,700 First tranche contingent consideration $ — $ — $ 500 $ 500 Second tranche contingent consideration $ — $ — $ 900 $ 900 As of June 30, 2021 and December 31, 2020, the Company’s cash and cash equivalents were all held in cash or level 1 instruments whereas the fair values approximates the carrying values. Level 3 Disclosures SAFEs The SAFEs were valued using a probability-weighted expected return method (“PWERM”) valuation approach aligned to the SAFEs provisions, including (i) conversion through qualified equity financing, (ii) conversion through acquisition of a special purpose acquisition company, (iii) no conversion through equity or acquisition prior to December 31, 2021, (iv) a liquidation event, and (v) a dissolution event. Determining the fair value of the SAFEs using the PWERM requires assumptions and estimates for both the probability of each scenario and the fair value determined under each scenario. The SAFEs were valued through each scenario using an appropriate valuation approach, including calculations based on the terms of the SAFEs and a Monte Carlo simulation, which utilized the Geometric Brownian Motion formula to simulate the conversion and payout of the SAFEs. The significant unobservable inputs include the discount rate, constant volatility factor and the Geometric Brownian Motion. Significant increases (decreases) in any of those inputs in isolation would result in a significantly lower (higher) fair value measurement. Warrants Warrants were valued using the Black-Scholes-Merton formula and a Monte Carlo Simulations analysis. Calculating the fair value of warrants requires the input of subjective assumptions. Other reasonable assumptions could provide differing results. The carrying amount of the liability may fluctuate significantly and actual amounts paid may be materially different from the liability’s estimated value. Contingent Earn-Outs Contingent earn-outs were valued using a Monte Carlo analysis in order to simulate the future path of the Company’s stock price over the earn-out period. The carrying amount of the liability may fluctuate significantly and actual amounts paid may be materially different from the liability’s estimated value. The following table presents the significant unobservable inputs assumed for each of the fair value measurements: June 30, 2021 June 10, 2021 December 31, 2020 Input Input Input Liabilities: SAFEs Discount rate — % — % 75 % Constant volatility factor — % — % 40 % Geometric Brownian Motion — — 0.98 Warrants Expected volatility 35.1 % 34.1 % — % First tranche contingent consideration Discount rate 7.5 % — % 10.3 % Second tranche contingent consideration Discount rate 7.5 % — % 10.3 % Contingent Earn-Outs - First Milestone Constant volatility factor 35 % 35 % — % Contingent Earn-Outs - Second Milestone Constant volatility factor 35 % 35 % — % |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders’ Equity Post Transaction Stockholders’ Equity In connection with the closing of the Transaction on June 10, 2021, all of the historical members’ equity in ADK LLC that was issued and outstanding at the Closing were converted to either Class A or Class V common stock of the Company per its rights and privileges as follows: As of June 10, 2021 Member Units Outstanding Class A Common Stock Class V Common Stock Class A 1,381,424 12,612,470 25,791,473 Class B 293,221 9,564,150 — Class C 400,000 11,520,101 — Class D 236,521 1,568,565 5,806,776 Class E 112,916 1,309,971 2,229,122 Class F 492,110 16,380,782 — Class G 10,019 278,533 — Total 2,926,211 53,234,572 33,827,371 Class H units were redeemed for a cash payment of $900. Pre-Merger Members’ Equity The table and information set forth below reflects information about the historical ADK LLC members’ equity immediately prior to the closing as of June 10, 2021 and as of December 31, 2020: As of June 10, 2021 As of December 31, 2020 Member Units Authorized Issued Outstanding Authorized Issued Outstanding Class A 3,136,518 1,381,424 1,381,424 3,136,518 911,500 911,500 Class B 513,846 367,395 293,221 513,846 367,927 229,732 Class C 400,000 400,000 400,000 400,000 300,000 300,000 Class D 236,521 236,521 236,521 236,521 236,521 236,521 Class E 112,916 112,916 112,916 112,916 112,916 112,916 Class F 492,110 492,110 492,110 492,110 492,110 492,110 Class G 11,482 10,019 10,019 11,482 — — Class H 5,000 4,500 4,500 5,000 4,500 4,500 Total 4,908,393 3,004,885 2,930,711 4,908,393 2,425,474 2,287,279 In connection with its formation on February 9, 2007, the Company issued 911,500 Class A Units to the four initial members. On December 28, 2012, the Company issued 300,000 Class C Units to an investor at an original issue price of $10 per unit for total consideration of $3,000. The Company reserved 185,000 Class A units and 100,000 Class C Units in connection with the convertible note described in Note 6 — Debt. These units are not issued or outstanding until conversion of the outstanding principal in accordance with the terms of the notes. The Fifth Amended and Restated LLC Agreement authorized an increase of Class B Units from 243,000 units to 513,846 units. The Class B Units are profit interests issued to employees, directors, and consultants. See Note 14 – Share-based Compensation. On July 24, 2015, the Company issued 221,739 Class D units to an investor at an original issue price of $33.82 per unit for cash consideration of approximately $7,215, net of issuance costs of $285. On August 28, 2015, the Company issued an additional 14,782 Class D units to an existing investor at an original issue price of $33.82 per unit for cash consideration of $500. On July 25, 2017, the Company issued 112,916 Class E units to investors at an original issue price of $35.42 per unit for cash consideration of $3,963, net of issuance costs of $37. The Company has issued warrants to purchase Class G Units as part of amendments to the terms of debt agreements with Trinity and PacWest, see Note 6 – Debt. In connection with entering into the term loan agreement with Trinity in March 2018, the Company issued an aggregate of 6,250 warrants with a strike price of $35.42 to purchase Class G Units. In April 2018, as part of an amendment to the loan and security agreement, the Company issued warrants to PacWest to purchase 3,388 Class G Units with a strike price of $35.42. On October 1, 2020, in connection with the new loan agreement with Trinity, the Company issued additional warrants to Trinity to purchase 1,844 Class G units at a strike price of $35.42 under the same terms and features as previously issued Class G warrants. Following the Company’s announcement of the Master Transactions Agreement (“MTA”), PacWest issued a letter dated February 3, 2021 to the Company demanding 52,632 warrants in satisfaction of the provisions contained in the August 9, 2017 credit facility amendment. On June 8, 2021, the Company and PacWest entered into a settlement agreement and mutual release where both parties acknowledged and agreed that the original 3,388 warrants issued were in full compliance of the credit facility amendment. In June 2018, the Company issued 492,110 Class F units to investors at an issue price of $54.87 per unit for cash consideration of $26,790, net of issuance costs of $210. In May 2020, the Company issued 4,500 Class H units to the owners of City Semi as part of the business combination, see Note 2 – Acquisition of City Semiconductor. |
Noncontrolling Interest
Noncontrolling Interest | 6 Months Ended |
Jun. 30, 2021 | |
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. As a result, the Company’s ownership of ADK LLC, was approximately 74% as of June 30, 2021. 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. In connection with the Transaction, the Company issued to certain members of ADK LLC an aggregate of 33,827,371 shares of Class V common stock of indie (the “Class V Holders”). The shares of Class V common stock provides no economic rights in indie to the holder thereof; however, each Class V Holder is entitled to vote with the holders of Class A common stock of indie, with each share of Class V common stock entitling the holder to one (1) vote per share of Class V common stock at the time of such vote (subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications). ADK LLC held 50% ownership in Wuxi as of June 30, 2021 and December 31, 2020. 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, 2021, ADK LLC maintained its controlling ownership and financial interest in Wuxi. Accordingly, Wuxi’s financial statements are consolidated with those of ADK LLC and its other wholly-owned subsidiaries. Minority interests held in Wuxi are accounted for as non-controlling interests in the Company’s condensed consolidated financial statements. |
Revenue
Revenue | 6 Months Ended |
Jun. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue Disaggregation of Revenue The Company disaggregates revenue from contracts with customers by geographic region, as the Company’s management believes it best depicts how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. The following tables present revenue disaggregated by geography of the customer’s shipping location for the three and six months ended June 30, 2021 and 2020: Three Months Ended Six Months Ended 2021 2020 2021 2020 United States $ 2,300 $ 607 $ 3,877 $ 1,445 Greater China 5,222 2,596 10,209 5,320 Rest of North America 623 194 1,227 358 South America 294 84 595 269 Rest of Asia Pacific 136 79 575 713 Europe 605 148 811 266 Total revenue $ 9,180 $ 3,708 $ 17,294 $ 8,371 Contract Balances Certain assets or liabilities are recorded depending on the timing of revenue recognition, billings and cash collections on a contract-by-contract basis. Contract liabilities primarily relate to deferred revenue, including advance consideration received from customers for contracts prior to the transfer of control to the customer, and therefore revenue is recognized upon delivery of products and services or as the services are performed. The Company also recorded unbilled revenue of $0 and $55 at June 30, 2021 and December 31, 2020, respectively, as part of its Prepaid expenses and other current assets in the accompanying condensed consolidated balance sheets. The following table presents the liabilities associated with the engineering services contracts as of June 30, 2021 and December 31, 2020: June 30, December 31, Deferred revenue $ 927 $ 1,665 As of June 30, 2021 and December 31, 2020, contract liabilities were included as Deferred revenue and classified as current liabilities in the condensed consolidated balance sheets. During the three months ended June 30, 2021 and 2020, the Company recognized $206 and $371, 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, 2021 and 2020, the Company recognized $819 and $809, respectively, of revenue related to amounts that were previously included in deferred revenue at the beginning of the period. Deferred revenue fluctuates overtime 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 unaudited condensed consolidated balance sheet and unbilled amounts that will be recognized as revenue in future periods. As of June 30, 2021, the amount of performance obligations that have not been recognized as revenue was $1,842, of which approximately 74% is expected to be recognized as revenue over the next twelve months and the remainder thereafter. This amount excludes the value of remaining performance obligations for contracts with an original expected length of one year or less. Variable consideration that has been constrained is excluded from the amount of performance obligations that have not been recognized. Concentrations As identified below, some of our customers accounted for more than 10% of our total revenue for the three and six months ended June 30, 2021 and 2020: Three Months Ended Six Months Ended 2021 2020 2021 2020 Customer A 38.5 % 51.0 % 45.8 % 62.6 % Customer B 12.6 % 17.9 % 12.5 % 16.6 % Customer C 10.9 % — % 5.8 % — % The loss of these customers would have a material impact on the Company’s condensed consolidated financial results. The three largest customers represented 31%, 14% and 13% of accounts receivable as of June 30, 2021 and the two largest customers represented 35% and 12% of accounts receivable as of December 31, 2020. No other individual customer represented more than 10% of accounts receivable at either June 30, 2021 or December 31, 2020. |
Share-Based Compensation
Share-Based Compensation | 6 Months Ended |
Jun. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Share-Based Compensation | Earn-Out Liability Earn-Out Milestones Certain of indie’s stockholders are entitled to receive up to 10,000,000 earn-out shares of the Company’s Class A common stock if the Earn-Out Milestones are met. The Earn-Out Milestones represents two independent criteria, which each entitles the eligible stockholders to 5,000,000 earn-out shares per milestone met. Each Earn-Out Milestone is considered met if at anytime following the Transaction and prior to December 31, 2027, the volume weighted average price of indie’s Class A common stock is greater than or equal to $12.50 or $15.00 for any twenty trading days within any thirty trading day period, respectively. Further, the Earn-Out Milestones are also considered to be met if indie undergoes a Sale. A Sale is defined as the occurrence of any of the following for indie: (i) engage in a “going private” transaction pursuant to Rule 13e-3 under the Exchange Act or otherwise cease to be subject to reporting obligations under Sections 13 or 15(d) of the Exchange Act; (ii) Class A common stock cease to be listed on a national security exchange, other than for the failure to satisfy minimum listing requirements under applicable stock exchange rules; or (iii) change of ownership (including a merger or consolidation) or approval of a plan for complete liquidation or dissolution. These earn-out shares have been categorized into two components: (i) those associated with stockholders with vested equity at the closing of the Transaction that will be earned upon achievement of the Earn-out Milestones (the “Vested Shares”) and (ii) those associated with stockholders with unvested equity at the closing of the Transaction that will be earned over the remaining service period with the Company on their unvested equity shares and upon achievement of the Earn-out Milestones (the “Unvested Shares”). The Vested Shares are classified as liabilities in the condensed consolidated balance sheet and the Unvested Shares are equity-classified share-based compensation to be recognized over time (see Note 14 - Share-based Compensation). The earn-out liability was initially measured at fair value at the closing of the Transaction and subsequently remeasured at the end of each reporting period. The change in fair value of the earn-out liability is recorded as part of Other income (expense), net in the condensed consolidated statement of operations. The estimated fair value of the earn-out liability was determined using a Monte Carlo simulation that simulated the future path of the Company’s stock price over the earn-out period. The assumptions utilized in the calculation are based on the achievement of certain stock price milestones including projected stock price, volatility, and risk-free rate. Escrow Shares 3,450,000 Class A common shares of indie were placed in escrow for the potential future release to the sponsors of TB2 in the event the earn-out milestones are met. The earn-out milestones for the Escrow Shares are identical to those of the earn-out shares. Achievement of each milestone entitles the shareholders to 50% of the total Escrow Shares. The Escrow Shares have been accounted for as a liability and remeasured to fair value each reporting period. At the closing of the Transaction on June 10, 2021, the earn-out liability had an initial fair value of $119,759, which was recorded as a long-term liability and a reduction to additional paid in capital in the condensed consolidated balance sheet. At the closing of the Transaction on June 10, 2021, ADK LLC’s share-based compensation awards (as such terms are defined below) were converted into equity in indie at the Exchange Ratio of 27.80. Share and per share information below have been converted from historical disclosure based on the Exchange Ratio. Profit Interests Historically, per ADK LLC’s operating agreement, ADK LLC issued Class B Units (“Profits Interests” or “Class B Units”) to employees, directors and consultants. Class B Units entitle the holders of such units to a share of ADK LLC’s profits and distributions of ADK’s assets to the extent their capital accounts are positive. Holders of Class B Units do not have voting rights except to the extent required by law. The board of directors authorized 14,284,919 shares (or 513,846 units prior to the exchange) for grant under the operating agreement. The Class B Units generally have a four-year vesting schedule, in which 25% of units vest after 12 months and the remaining 75% vest monthly over the following three-year period. These Profit Interests are equity-classified awards. No compensation cost was recognized historically until the closing of the Transaction. Phantom Units On January 29, 2021, the Company issued Phantom Units that give employees rights to receive, upon vesting, either 1,751,360 shares of Class A common stock (or 62,998 Phantom Units prior to giving effect to the Exchange Ratio) or the equivalent in cash at the election of the Company (the “Phantom Units”). These Phantom Units had a grant date fair value of $6.83 per share of Class A common stock. The Phantom Units generally have a four-year vesting schedule, in which 25% of units vest after 12 months and the remaining 75% vest monthly over the following three-year period. Certain awards vest based on specific performance conditions. Notwithstanding the foregoing, no Phantom Units vest until December 10, 2021. These Phantom Units are equity-classified awards. No compensation cost was recognized historically until the closing of the Transaction. Unvested Earn-out Shares A portion of the earn-out shares may be issued to individuals with unvested equity awards. While the payout of these shares require achievement of the Earn-out Milestones, the individuals are required to complete the remaining service period associated with these unvested equity awards to be eligible to receive the earn-out shares. As a result, these unvested earn-out shares are equity-classified awards and have an aggregated grant date fair value of $3,919 (or $9.20 per share). Accounting Policy The Company accounts for share-based compensation arrangements with employees in accordance with ASC 718-10, Compensation — Stock Compensation, which requires the Company to account for the compensation expense related to all equity awards on a fair value based method. Prior to the consummation of the Transaction, the grant date fair value of the Class B Units were determined using the Monte Carlo simulation. The significant assumptions used in valuation include the constant risk-free rate, constant volatility factor and the Geometric Brownian Motion. The following table presents the weighted average assumptions used in the valuations for grants in the six months ended June 30, 2021 (there were no grants in the three months ended June 30, 2021): Six Months Ended June 30, 2021 Constant risk free rate 0.8 % Constant volatility factor 40.0 % Geometric Brownian Motion 0.981 The grant date fair value of the Phantom Units was determined by dividing the expected equity value of the Company upon a Transaction by the Company’s expected capitalization structure at the time of the grant. The grant date fair value of the earn-out shares was valued based on the fair value of the earn-out liability at inception divided by total shares subject to earn-out liability. For all Class B Units and Phantom Units, the consummation of the Transaction is considered to be a qualifying liquidation event, such that all historically vested units are now considered to have value. As a result, the Company recognized the expenses pro-rata over the term of the vesting period or per the satisfaction of performance conditions. Expenses related to all unvested shares will be recognized pro-rata through the remainder of the vesting period or when the performance conditions become probable in accordance with ASC 718. Stock compensation expense is recorded in research and development and general and administrative expenses based on the classification of the work performed by the grantees. The following table sets forth the share-based compensation for the periods presented: Three Months Ended Six Months Ended 2021 2020 2021 2020 Research and development 2,598 — 2,598 — Selling, general, and administrative 5,371 — 5,371 — Total $ 7,969 $ — $ 7,969 $ — The following table sets forth the changes in our outstanding equity awards during the six months ended June 30, 2021: Number of Weighted- Nonvested shares as of December 31, 2020 3,868,225 $ 2.72 Granted 1,751,360 $ 6.83 Vested (1,821,998) $ 3.58 Forfeited (41,217) $ 5.57 Nonvested shares as of June 30, 2021 3,756,370 $ 6.67 As of June 30, 2021, there was $19,493 of total unrecognized share-based compensation costs related to all unvested shares. |
Net Income (Loss) per Common Sh
Net Income (Loss) per Common Share | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) per Common Share | Net Income (Loss) per Common Share Basic and diluted net income (loss) per common share was calculated as follows: Three Months Ended Six Months Ended 2021 2020 2021 2020 Numerator: Net income (loss) $ 12,988 $ (6,992) $ 23,349 $ (12,372) Less: Net income (loss) attributable to noncontrolling interest 6,839 (134) 6,385 (393) Net income (loss) attributable to common shareholders - basic $ 6,149 $ (6,858) $ 16,964 $ (11,979) Less: Change in fair value of SAFEs 2,500 — 21,600 — Net income (loss) attributable to common shareholders - dilutive $ 3,649 $ (6,858) $ (4,636) $ (11,979) Denominator: Weighted average shares outstanding - basic 47,058,489 31,139,900 39,712,251 31,055,003 Effect of conversion of SAFEs 5,976,258 — 6,523,975 — Effect of potentially dilutive Phantom Units 379,721 — — — Effect of potentially dilutive Class V common stock 7,434,587 — — — Effect of potentially dilutive unvested Class B units 2,798,003 — — — Weighted average common shares outstanding—diluted 63,647,057 31,139,900 46,236,226 31,055,003 Net income (loss) per share attributable to common shares— basic $ 0.13 $ (0.22) $ 0.43 $ (0.39) Net income (loss) per share attributable to common shares— diluted $ 0.06 $ (0.22) $ (0.10) $ (0.39) On June 10, 2021, the Company completed a series of business transactions with TB2 pursuant to the MTA. The Transaction materially impacted the number of shares outstanding. Weighted average shares outstanding in the table above have been retroactively restated to give effect to the reverse recapitalization. See Note 1 - Nature of Business and Basis of Presentation for more information regarding the Transaction. The Company’s potentially dilutive securities, which include SAFEs, unvested Class B Units, preferred units, warrants for Class A units, warrants for Class G units, and convertible debt, have been excluded from the computation of diluted net income (loss) per unit as the effect would be to reduce the net loss per unit. In the three and six months ended June 30, 2020, the weighted average number of shares outstanding used to calculate both basic and diluted net loss per share attributable to common shares is the same because the Company reported a net loss for each of these periods and the effect of inclusion would be antidilutive. The Company excluded the following potential shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share attributable to shareholders for the periods indicated because including them would have had an antidilutive effect: Three Months Ended Six Months Ended 2021 2020 2021 2020 SAFEs — 1,219,951 — 1,219,951 Unvested Class B units — 1,123,214 2,027,508 1,123,214 Unvested Phantom units — — 1,727,730 — Convertible preferred units — 35,935,292 — 35,935,292 Warrants to purchase Class G units — 267,939 — 267,939 Convertible debt into Class A and preferred units — 285,000 — 285,000 Convertible Class V common shares — — 33,827,371 — 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 — Earn-out Shares 10,000,000 — 10,000,000 — Escrow Shares 3,450,000 — 3,450,000 — 40,850,000 38,831,396 78,432,609 38,831,396 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2021 | |
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 partnership treatment, ADK, LLC is liable for income taxes for subsidiaries in foreign jurisdictions in which it operates, primarily within the United Kingdom. Our effective tax rate in 2021 differ from the U.S. federal statutory rate primarily due to changes in valuation allowance and taxes in foreign jurisdictions. Based primarily on our limited operating history and ADK LLC’s historical losses, we believe there is a significant uncertainty as to when we will be able to use our deferred tax assets (“DTAs”). Therefore, we have recorded a valuation allowance against the DTAs for which we have concluded it is more likely than not that they will not 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. We have determined it is more likely than not we will be unable to utilize our DTAs subject to the TRAs; therefore, we have not recorded a liability under the TRAs. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Litigation The Company may be a party to routine claims or litigation incidental to its business. The Company does not believe that it is a party to any pending legal proceeding that is likely to have a material adverse effect on its business, financial condition or results of operations or cash flows. Lease Commitments In July 2015, the Company entered into a five-year operating lease for its 14,881 square foot headquarters in Aliso Viejo, California, which is payable monthly with periodic rent adjustments over the lease term. The lease requires a security deposit of $30, which is recorded in other assets on the Company’s condensed consolidated balance sheets as well as a tiered, time-based letter of credit that has now reached its lowest tier of $200. Subsequently, the lease was extended through the end of June 2023. In October 2015, the Company entered into a five-year operating lease for its Scotland Design Center in Edinburgh, Scotland, which is payable monthly with periodic rent adjustments over the lease term. The lease expired in October 2020. During 2019, the Company entered into a sub-lease agreement with a third party for the Scotland Design Center facility. Separately, effective January 2020, the Company entered into a lease for a property in Scotland. The lease agreement has a term through December 2022 and monthly rent of approximately $19. In August 2017, the Company entered into a lease assignment and assumption agreement for its design center in Austin, Texas. Rent for the associated office is payable monthly with periodic rent adjustments over the lease term, which expired in April 2021 and is currently on a month-to-month basis. In October 2017, the Company entered into a 26-month operating lease for its Wuxi sales and design center. Rent for the associated office is payable monthly with periodic rent adjustments over the lease term. The lease was subsequently extended through December 2021. In April 2020, the Company entered into a lease for a location in Shanghai, China. The lease expires in February 2022. Rent is approximately $3 per month. In June 2020, the Company entered into a month-to-month lease for a location in San Francisco for approximately $1 a month. In April 2021, the Company entered into a three-year operating lease for a location in Budapest, Hungary, which is payable monthly for approximately $6 a month. In May 2021, the Company entered into a seven-year operating lease for a location in Detroit, Michigan, which is payable monthly with periodic rent adjustments over the lease term. The lease will expire in 2028 with an initial monthly rent of approximately $22 a month. Rent expense is recognized on a straight-lined basis over the lease term and is included in the condensed consolidated statements of operations for the three and six months ended June 30, 2021 and 2020 as follows: Three Months Ended Six Months Ended 2021 2020 2021 2020 Research and development $ 202 $ 200 $ 400 $ 370 Selling, general, and administrative 49 31 87 73 $ 251 $ 231 $ 487 $ 443 The following table summarizes the future minimum lease payments due under operating leases as of June 30, 2021: 2021 (remaining six months) $ 483 2022 1,009 2023 583 2024 316 2025 286 Thereafter 817 $ 3,494 Tax Distributions To the extent the Company has funds legally available, the board of directors will approve distributions to each member, prior to March 15 of each year, in an amount per unit that, when added to all other distributions made to such member with respect to the previous calendar year, equals the estimated federal and state income tax liabilities applicable to such member as the result of its, his or her ownership of the units and the associated net taxable income allocated with respect to such units for the previous calendar year. There were no distributions approved by the board of directors or paid by the Company during the six months ended June 30, 2021 and 2020. |
Nature of the Business and Ba_2
Nature of the Business and Basis of Presentation (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of PresentationThe condensed consolidated financial statements are prepared in accordance with U.S. GAAP and the rules and regulations of the SEC. Any reference in these notes to applicable guidance is meant to refer to the authoritative U.S. GAAP as found in the ASC and Accounting Standards Update (“ASU”) issued by the Financial Accounting Standards Board (“FASB”). |
Consolidation | The condensed consolidated financial statements include the consolidated accounts of the Company’s majority-owned subsidiary, ADK LLC, of which 74% was owned by indie as of June 30, 2021. ADK LLC’s 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, a private limited liability company incorporated under the laws of Germany, indie Kft, a limited liability company incorporated under the laws of Hungary, its majority owned subsidiary, Wuxi indie Microelectronics Ltd. (“Wuxi”), a Chinese entity 50% owned by the Company as of June 30, 2021 and Wuxi’s wholly-owned subsidiaries, 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 subsidiaries is presented as a separate component from stockholders’ deficit in the condensed consolidated balance sheets, and a noncontrolling interest in the condensed consolidated statements of operations and condensed consolidated statements of stockholders’ deficit and noncontrolling interest. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Recently Issued Accounting Pronouncements Not Yet Adopted In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) (“ASU 2016-02”), whereby lessees will be required to recognize for all leases at the commencement date a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. Under the new guidance, lessor accounting is largely unchanged. A modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the condensed consolidated financial statements must be applied. The modified retrospective approach would not require any transition accounting for leases that expired before the earliest comparative period presented. The FASB issued ASU 2019-10- Financial Instruments-Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates in November 2019 and ASU 2020-05- Revenue from Contracts with Customers (Topic 606) and Leases (Topic 842): Effective Dates for Certain Entities in June 2020. The ASUs change some effective dates for ASU 2016-02 on leasing. After applying ASU 2019-10 and 2020-05, ASU 2016-02 is effective for annual periods beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. The adoption of the new standard is expected to result in the recognition of additional lease liabilities and right-of-use assets as of January 1, 2022. The Company is currently evaluating the impact of the new standard on the Company’s condensed consolidated financial statements and related disclosures. In June 2016, the FASB amended guidance related to impairment of financial instruments as part of ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , which replaces the incurred loss impairment methodology with an expected credit loss model for which a company recognizes an allowance based on the estimate of expected credit loss. This ASU requires entities to measure the impairment of certain financial instruments, including accounts receivable, based on expected losses rather than incurred losses. This ASU is effective for fiscal years beginning after December 15, 2022, with early adoption permitted, and will be effective for the Company beginning in 2023. The Company is currently evaluating the impact of the new standard on the Company’s condensed consolidated financial statements and related disclosures. In January 2017, the FASB issued ASU 2017-04, Simplifying the Test for Goodwill Impairment . This guidance eliminates Step 2 from the goodwill impairment test and instead requires that an entity measure the impairment of goodwill assigned to a reporting unit if the carrying value of assets and liabilities assigned to the reporting unit, including goodwill, exceed the reporting unit's fair value. The new guidance must be adopted for annual and interim goodwill tests by the Company beginning on January 1, 2022. After the adoption of this standard, which will be applied prospectively, the Company will follow a one-step model for goodwill impairment. The Company does not anticipate this pronouncement will have a significant impact on the Company’s consolidated financial statements upon adoption. In December 2019, the FASB issued ASU 2019-12 , Income Taxes (Topic 740) - Simplifying the Accounting for Income Taxes , which simplifies the accounting for income taxes by removing certain exceptions to the general principles of ASC 740 , Income Taxes . The amendments also improve consistent application of and simplify U.S. GAAP for other areas of ASC 740 by clarifying and amending existing guidance. ASU 2019-12 is effective for fiscal years beginning after December 15, 2020 (and December 15, 2021 for nonpublic companies) and early adoption is permitted. Depending on the amendment, adoption may be applied on a retrospective, modified retrospective, or prospective basis. The Company is currently assessing the impact that this standard will have on its condensed consolidated financial statements and related disclosures. |
Nature of the Business and Ba_3
Nature of the Business and Basis of Presentation (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Reverse Capitalization | The table below summarizes the shares of Class A and Class V common stock issued immediately after the closing of the Transaction as well as the impact of the Transaction on the condensed consolidated statement of stockholders’ equity as of June 10, 2021: Class A Common Stock Class V Common Stock Additional Paid in Capital Shares Amount Shares Amount Redemption of Class H units (125,101) $ — — $ — $ (900) Embry notes conversion 8,023,072 1 — — 4,118 Warrants net settlement conversion 278,533 — — — — SAFEs conversion 7,466,891 1 454,077 — 86,099 PIPE and SPAC financing 44,797,894 4 — — 377,654 Earn-out liability — — — — (119,759) Transaction expenses — — — — (22,675) Warrants liability — — — — (74,408) Reverse recapitalization on June 10, 2021 60,441,289 $ 6 454,077 $ — $ 250,129 |
Business Combinations (Tables)
Business Combinations (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Assets Acquired and Liabilities Assumed | The following table summarizes the fair values of assets acquired and liabilities assumed as of the date of acquisition: Fair Value Intangible asset – Software license $ 139 Intangible asset - Developed technology 369 Goodwill 1,739 Deferred revenue (41) Accrued expenses (177) Net assets acquired $ 2,029 |
Pro Forma Financial Information | The unaudited pro forma financial information shown below summarizes the combined results of operations for the Company and City Semi as if the closing of the acquisition had occurred on January 1, 2020. Three Months Ended Six Months Ended Combined revenue $ 4,316 $ 8,979 Combined net loss before income taxes (7,218) (12,598) |
Schedule of Business Acquisitions, by Acquisition | The acquisition date fair value of the consideration transferred for City Semi was approximately $2,029, which consisted of the following: Fair Value Class H units issued $ 711 Contingent consideration 1,180 Cash consideration to be transferred at a later date 138 Total $ 2,029 |
Inventory, Net (Tables)
Inventory, Net (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Inventory Disclosure [Abstract] | |
Components of Net Inventories | Inventory, net consists of the following: June 30, 2021 December 31, 2020 Work-in-process $ 3,691 $ 4,277 Finished goods 468 882 Inventory, gross 4,159 5,159 Less: Inventory reserves 796 2,259 Inventory, net $ 3,363 $ 2,900 |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets, Net | Intangible assets, net consist of the following: June 30, 2021 December 31, 2020 Weighted Gross Accumulated Net Weighted Gross Accumulated Net Software licenses 3.0 $ 16,545 $ (4,425) $ 12,120 0.6 $ 4,391 $ (3,759) $ 632 Intellectual property licenses 1.9 1,736 (1,668) 68 1.7 1,736 (1,614) 122 Developed technology 5.8 369 (61) 308 6.4 369 (35) 334 Total $ 18,650 $ (6,154) $ 12,496 $ 6,496 $ (5,408) $ 1,088 |
Schedule of Future Amortization Expense | Based on the amount of intangible assets subject to amortization as of June 30, 2021, amortization expense for each of the next five fiscal years is expected to be as follows: 2021 (remaining six months) $ 1,777 2022 3,805 2023 4,570 2024 2,221 2025 53 Thereafter 70 $ 12,496 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Components of Debt | The following table sets forth the components of debt as of June 30, 2021 and December 31, 2020: June 30, 2021 December 31, 2020 Principal Unamortized Carrying Principal Unamortized Carrying Trinity term loan, due 2022 $ — $ — $ — $ 12,000 $ (665) $ 11,335 Short term loans, due 2021 619 — 619 459 — 459 PPP Loan, due 2022 — — — 1,868 — 1,868 Tropez loan, due 2021 — — — 2,000 — 2,000 Total term loans 619 — 619 16,327 (665) 15,662 Revolving line of credit 1,675 — 1,675 1,675 — 1,675 Embry convertible notes, due 2021 — — — 3,606 (110) 3,496 Total debt $ 2,294 $ — $ 2,294 $ 21,608 $ (775) $ 20,833 The outstanding debt as of June 30, 2021 and December 31, 2020 is classified in the condensed consolidated balance sheets as follows: June 30, 2021 December 31, 2020 Current liabilities - Current debt obligations $ 2,294 $ 8,488 Noncurrent liabilities - Long-term debt, net of current maturities — 12,345 $ 2,294 $ 20,833 |
Components of Interest Expense on Debt | The table below sets forth the components of interest expense for the three and six months ended as of June 30, 2021 and June 30, 2020: Three Months Ended Six Months Ended 2021 2020 2021 2020 Interest expense on Trinity Term Loan: Contractual interest 324 388 719 807 Amortization of discount and issuance cost 66 13 138 27 390 401 857 834 Interest expense on other debt obligations: Contractual interest 109 112 233 197 Amortization of discount and issuance cost 31 38 60 72 140 150 293 269 Total interest expense $ 530 $ 551 $ 1,150 $ 1,103 |
Warrant Liability (Tables)
Warrant Liability (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
Summary of Warrants | The following table is a summary of the number of shares of the Company’s Class A common stock issuable upon exercise of warrants outstanding at June 30, 2021 (there were no warrants outstanding at December 31, 2020): Number of Shares Exercise Redemption Price Expiration Date Classification Initial Fair Value Public Warrants 17,250,000 $ 11.50 $ 18.00 June 10, 2026 Liability $ 42,435 Private Warrants 10,150,000 $ 11.50 N/A June 10, 2026 Liability $ 31,973 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Hierarchy for Financial Assets and Liabilities | The following table presents the Company’s fair value hierarchy for financial assets and liabilities: Fair Value Measurements as of June 30, 2021 Level 1 Level 2 Level 3 Total Liabilities: Warrant Liability $ — $ — $ 63,092 $ 63,092 Contingent Earn-Outs - First Milestone $ — $ — $ 54,120 $ 54,120 Contingent Earn-Outs - Second Milestone $ — $ — $ 47,701 $ 47,701 First tranche contingent consideration $ — $ — $ 500 $ 500 Second tranche contingent consideration $ — $ — $ 1,000 $ 1,000 Fair Value Measurements as of June 10, 2021 Level 1 Level 2 Level 3 Total Liabilities: SAFEs $ — $ — $ 86,100 $ 86,100 Warrant Liability $ — $ — $ 74,408 $ 74,408 Contingent Earn-Outs - First Milestone $ — $ — $ 63,426 $ 63,426 Contingent Earn-Outs - Second Milestone $ — $ — $ 56,333 $ 56,333 Fair Value Measurements as of December 31, 2020 Level 1 Level 2 Level 3 Total Liabilities: SAFEs $ — $ — $ 102,700 $ 102,700 First tranche contingent consideration $ — $ — $ 500 $ 500 Second tranche contingent consideration $ — $ — $ 900 $ 900 |
Unobservable Input Reconciliation | The following table presents the significant unobservable inputs assumed for each of the fair value measurements: June 30, 2021 June 10, 2021 December 31, 2020 Input Input Input Liabilities: SAFEs Discount rate — % — % 75 % Constant volatility factor — % — % 40 % Geometric Brownian Motion — — 0.98 Warrants Expected volatility 35.1 % 34.1 % — % First tranche contingent consideration Discount rate 7.5 % — % 10.3 % Second tranche contingent consideration Discount rate 7.5 % — % 10.3 % Contingent Earn-Outs - First Milestone Constant volatility factor 35 % 35 % — % Contingent Earn-Outs - Second Milestone Constant volatility factor 35 % 35 % — % |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
Schedule of Stockholders' Equity | In connection with the closing of the Transaction on June 10, 2021, all of the historical members’ equity in ADK LLC that was issued and outstanding at the Closing were converted to either Class A or Class V common stock of the Company per its rights and privileges as follows: As of June 10, 2021 Member Units Outstanding Class A Common Stock Class V Common Stock Class A 1,381,424 12,612,470 25,791,473 Class B 293,221 9,564,150 — Class C 400,000 11,520,101 — Class D 236,521 1,568,565 5,806,776 Class E 112,916 1,309,971 2,229,122 Class F 492,110 16,380,782 — Class G 10,019 278,533 — Total 2,926,211 53,234,572 33,827,371 The table and information set forth below reflects information about the historical ADK LLC members’ equity immediately prior to the closing as of June 10, 2021 and as of December 31, 2020: As of June 10, 2021 As of December 31, 2020 Member Units Authorized Issued Outstanding Authorized Issued Outstanding Class A 3,136,518 1,381,424 1,381,424 3,136,518 911,500 911,500 Class B 513,846 367,395 293,221 513,846 367,927 229,732 Class C 400,000 400,000 400,000 400,000 300,000 300,000 Class D 236,521 236,521 236,521 236,521 236,521 236,521 Class E 112,916 112,916 112,916 112,916 112,916 112,916 Class F 492,110 492,110 492,110 492,110 492,110 492,110 Class G 11,482 10,019 10,019 11,482 — — Class H 5,000 4,500 4,500 5,000 4,500 4,500 Total 4,908,393 3,004,885 2,930,711 4,908,393 2,425,474 2,287,279 |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following tables present revenue disaggregated by geography of the customer’s shipping location for the three and six months ended June 30, 2021 and 2020: Three Months Ended Six Months Ended 2021 2020 2021 2020 United States $ 2,300 $ 607 $ 3,877 $ 1,445 Greater China 5,222 2,596 10,209 5,320 Rest of North America 623 194 1,227 358 South America 294 84 595 269 Rest of Asia Pacific 136 79 575 713 Europe 605 148 811 266 Total revenue $ 9,180 $ 3,708 $ 17,294 $ 8,371 |
Schedule of Contract Liabilities | The following table presents the liabilities associated with the engineering services contracts as of June 30, 2021 and December 31, 2020: June 30, December 31, Deferred revenue $ 927 $ 1,665 |
Schedules of Customers Accounting for More Than 10% of Total Revenue | As identified below, some of our customers accounted for more than 10% of our total revenue for the three and six months ended June 30, 2021 and 2020: Three Months Ended Six Months Ended 2021 2020 2021 2020 Customer A 38.5 % 51.0 % 45.8 % 62.6 % Customer B 12.6 % 17.9 % 12.5 % 16.6 % Customer C 10.9 % — % 5.8 % — % |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Weighted Average Assumptions | The following table presents the weighted average assumptions used in the valuations for grants in the six months ended June 30, 2021 (there were no grants in the three months ended June 30, 2021): Six Months Ended June 30, 2021 Constant risk free rate 0.8 % Constant volatility factor 40.0 % Geometric Brownian Motion 0.981 |
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 2021 2020 2021 2020 Research and development 2,598 — 2,598 — Selling, general, and administrative 5,371 — 5,371 — Total $ 7,969 $ — $ 7,969 $ — |
Schedule of Profit Interest Activity | The following table sets forth the changes in our outstanding equity awards during the six months ended June 30, 2021: Number of Weighted- Nonvested shares as of December 31, 2020 3,868,225 $ 2.72 Granted 1,751,360 $ 6.83 Vested (1,821,998) $ 3.58 Forfeited (41,217) $ 5.57 Nonvested shares as of June 30, 2021 3,756,370 $ 6.67 |
Net Income (Loss) per Common _2
Net Income (Loss) per Common Share (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Net Income (Loss) Per Common Unit | Basic and diluted net income (loss) per common share was calculated as follows: Three Months Ended Six Months Ended 2021 2020 2021 2020 Numerator: Net income (loss) $ 12,988 $ (6,992) $ 23,349 $ (12,372) Less: Net income (loss) attributable to noncontrolling interest 6,839 (134) 6,385 (393) Net income (loss) attributable to common shareholders - basic $ 6,149 $ (6,858) $ 16,964 $ (11,979) Less: Change in fair value of SAFEs 2,500 — 21,600 — Net income (loss) attributable to common shareholders - dilutive $ 3,649 $ (6,858) $ (4,636) $ (11,979) Denominator: Weighted average shares outstanding - basic 47,058,489 31,139,900 39,712,251 31,055,003 Effect of conversion of SAFEs 5,976,258 — 6,523,975 — Effect of potentially dilutive Phantom Units 379,721 — — — Effect of potentially dilutive Class V common stock 7,434,587 — — — Effect of potentially dilutive unvested Class B units 2,798,003 — — — Weighted average common shares outstanding—diluted 63,647,057 31,139,900 46,236,226 31,055,003 Net income (loss) per share attributable to common shares— basic $ 0.13 $ (0.22) $ 0.43 $ (0.39) Net income (loss) per share attributable to common shares— diluted $ 0.06 $ (0.22) $ (0.10) $ (0.39) |
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 because including them would have had an antidilutive effect: Three Months Ended Six Months Ended 2021 2020 2021 2020 SAFEs — 1,219,951 — 1,219,951 Unvested Class B units — 1,123,214 2,027,508 1,123,214 Unvested Phantom units — — 1,727,730 — Convertible preferred units — 35,935,292 — 35,935,292 Warrants to purchase Class G units — 267,939 — 267,939 Convertible debt into Class A and preferred units — 285,000 — 285,000 Convertible Class V common shares — — 33,827,371 — 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 — Earn-out Shares 10,000,000 — 10,000,000 — Escrow Shares 3,450,000 — 3,450,000 — 40,850,000 38,831,396 78,432,609 38,831,396 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Rent Expense | Rent expense is recognized on a straight-lined basis over the lease term and is included in the condensed consolidated statements of operations for the three and six months ended June 30, 2021 and 2020 as follows: Three Months Ended Six Months Ended 2021 2020 2021 2020 Research and development $ 202 $ 200 $ 400 $ 370 Selling, general, and administrative 49 31 87 73 $ 251 $ 231 $ 487 $ 443 |
Schedule of Future Minimum Lease Payments | The following table summarizes the future minimum lease payments due under operating leases as of June 30, 2021: 2021 (remaining six months) $ 483 2022 1,009 2023 583 2024 316 2025 286 Thereafter 817 $ 3,494 |
Nature of the Business and Ba_4
Nature of the Business and Basis of Presentation - Narrative (Details) | Jun. 10, 2021USD ($)$ / sharesshares | Jun. 09, 2021$ / sharesshares | Feb. 09, 2007shares | Jun. 30, 2021USD ($)$ / sharesshares | Jun. 30, 2021convertibleNotemembershares$ / shares | Dec. 31, 2020$ / sharesshares | Dec. 31, 2019shares |
Schedule of Equity Method Investments [Line Items] | |||||||
Warrants outstanding (in shares) | 0 | ||||||
Total proceeds | $ | $ 150,000,000 | ||||||
Outstanding (in shares) | 2,930,711 | 0 | 0 | ||||
Recapitalization exchange ratio | 27.80 | ||||||
Price per share of stock sold (in dollars per share) | $ / shares | $ 10 | ||||||
Merger consideration | $ | $ 894,628 | ||||||
Enterprise value | $ | 900,000,000 | ||||||
Liabilities incurred | $ | 5,372,000 | ||||||
Number of Board of Directors members (in members) | member | 9 | ||||||
Number of designated Board of Directors members (in members) | member | 7 | ||||||
Proceeds from reverse recapitalization | $ | 399,511,000 | ||||||
Proceeds from issuance of private placement | $ | 150,000,000 | ||||||
Transaction cost payments | $ | 44,523,000 | ||||||
Repayments of assumed debt | $ | $ 15,607,000 | ||||||
Transaction costs paid | $ | $ 29,770,000 | ||||||
Transaction costs paid by counterparty | $ | $ 21,848,000 | ||||||
Private Placement Warrants | Thunder Bridge Acquisition II, Ltd | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Warrants outstanding (in shares) | 8,650,000 | ||||||
Working Capital Warrants | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Warrants issued upon conversion (in shares) | 1,500,000 | ||||||
Escrow Shares | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Earn-out liability (in shares) | 3,450,000 | ||||||
Earnout shares | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Earn-out liability (in shares) | 10,000,000 | ||||||
Class G | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
SAFEs converted into Class A units (in shares) | 10,019 | ||||||
Outstanding (in shares) | 10,019 | ||||||
Common Unit, Class C, D, E and F | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Outstanding (in shares) | 1,251,566 | ||||||
Class A | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Number of shares issued in transaction (in shares) | 911,500 | ||||||
Outstanding (in shares) | 1,381,424 | ||||||
Class A | Conversion of Class A units | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Conversion of stock, shares converted (in shares) | 77,497,793 | ||||||
Class B | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Outstanding (in shares) | 293,221 | ||||||
Class B | Conversion of Class B units | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Conversion of stock, shares converted (in shares) | 9,564,150 | ||||||
Thunder Bridge Acquisition II, Ltd | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Redemption of shares (in shares) | 9,877,106 | ||||||
Class A | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
SAFEs converted into Class A units (in shares) | 284,925 | ||||||
Common stock, shares outstanding (in shares) | 96,241,328 | 96,241,328 | 34,413,634 | ||||
Conversion of stock, shares issued (in shares) | 8,625,000 | ||||||
Number of shares issued in transaction (in shares) | 15,000,000 | ||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.1000 | $ 0.1000 | $ 0.1000 | |||
Class A | Conversion of Class A units | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Conversion of stock, shares issued (in shares) | 43,670,422 | ||||||
Class A | Conversion of Class B units | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Conversion of stock, shares issued (in shares) | 9,564,150 | ||||||
Class A | Class B | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Shares subject to vesting (in shares) | 1,791,147 | ||||||
Class A | First Convertible subordinated note | Convertible debt | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
SAFEs converted into Class A units (in shares) | 185,000 | ||||||
Number of convertible equity instruments (in shares) | 185,000 | ||||||
Class A | Thunder Bridge Acquisition II, Ltd | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
SAFEs converted into Class A units (in shares) | 24,622,894 | ||||||
Warrants outstanding (in shares) | 17,250,000 | ||||||
Class C | Second convertible subordinated note | Convertible debt | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
SAFEs converted into Class A units (in shares) | 100,000 | ||||||
Number of convertible equity instruments (in shares) | convertibleNote | 100,000 | ||||||
Class B | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Conversion of stock, shares converted (in shares) | 8,625,000 | ||||||
Class V | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Common stock, shares outstanding (in shares) | 33,827,371 | 33,827,371 | 33,373,294 | ||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.1000 | $ 0.1000 | $ 0.1000 | ||||
Class V | Conversion of Class A units | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Conversion of stock, shares issued (in shares) | 33,827,371 | ||||||
Wuxi indie Microelectronics Ltd. | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Ownership percentage by parent | 50.00% | 50.00% | |||||
Ay Dee Kay, LLC | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Ownership percentage by parent | 74.00% | 74.00% |
Nature of the Business and Ba_5
Nature of the Business and Basis of Presentation - Schedule of Reverse Capitalization (Details) - USD ($) $ in Thousands | Jun. 10, 2021 | Jun. 09, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | ||
Reverse Capitalization, Value [Abstract] | ||||||
Issuance of Class H Units | $ 711 | |||||
Reverse recapitalization | $ 250,135 | |||||
Common Stock | ||||||
Reverse Capitalization, Value [Abstract] | ||||||
Reverse recapitalization | 6 | |||||
Additional Paid-in Capital | ||||||
Reverse Capitalization, Value [Abstract] | ||||||
Redemption of Class H units | $ (900) | |||||
Issuance of Class H Units | 377,654 | $ 711 | ||||
Earn-out liability | (119,759) | |||||
Transaction expenses | (22,675) | |||||
Warrants liability | (74,408) | |||||
Reverse recapitalization | 250,129 | $ 250,129 | ||||
Embry Convertible Subordinated Notes Payable | Convertible debt | Additional Paid-in Capital | ||||||
Reverse Capitalization, Value [Abstract] | ||||||
SAFEs conversion | 4,118 | |||||
Public Warrants | Additional Paid-in Capital | ||||||
Reverse Capitalization, Value [Abstract] | ||||||
SAFEs conversion | 0 | |||||
Securities Subject to Mandatory Redemption | Additional Paid-in Capital | ||||||
Reverse Capitalization, Value [Abstract] | ||||||
SAFEs conversion | $ 86,099 | |||||
Class A | ||||||
Reverse Capitalization, Shares [Abstract] | ||||||
SAFEs converted into Class A units (in shares) | 284,925 | |||||
Class A | Common Stock | ||||||
Reverse Capitalization, Shares [Abstract] | ||||||
Redemption of shares (in shares) | (125,101) | |||||
Issuance of Class H Units (in shares) | 44,797,894 | 125,101 | [1] | |||
Reverse recapitalization (in shares) | 60,441,289 | 60,441,289 | [1] | |||
Reverse Capitalization, Value [Abstract] | ||||||
Issuance of Class H Units | $ 4 | |||||
Reverse recapitalization | $ 6 | |||||
Class A | Embry Convertible Subordinated Notes Payable | Convertible debt | Common Stock | ||||||
Reverse Capitalization, Shares [Abstract] | ||||||
SAFEs converted into Class A units (in shares) | 8,023,072 | |||||
Reverse Capitalization, Value [Abstract] | ||||||
SAFEs conversion | $ 1 | |||||
Class A | Public Warrants | Common Stock | ||||||
Reverse Capitalization, Shares [Abstract] | ||||||
SAFEs converted into Class A units (in shares) | 278,533 | |||||
Class A | Securities Subject to Mandatory Redemption | Common Stock | ||||||
Reverse Capitalization, Shares [Abstract] | ||||||
SAFEs converted into Class A units (in shares) | 7,466,891 | |||||
Reverse Capitalization, Value [Abstract] | ||||||
SAFEs conversion | $ 1 | |||||
Class V | Common Stock | ||||||
Reverse Capitalization, Shares [Abstract] | ||||||
Reverse recapitalization (in shares) | 454,077 | 454,077 | [1] | |||
Reverse Capitalization, Value [Abstract] | ||||||
Reverse recapitalization | $ 0 | |||||
Class V | Securities Subject to Mandatory Redemption | Common Stock | ||||||
Reverse Capitalization, Shares [Abstract] | ||||||
SAFEs converted into Class A units (in shares) | 454,077 | |||||
[1] | (1) Retroactively restated to give effect to the reverse recapitalization. |
Business Combinations - Narrati
Business Combinations - Narrative (Details) - USD ($) | May 13, 2020 | Mar. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Jun. 10, 2021 |
Business Acquisition [Line Items] | |||||
Earn-out liability | $ 119,759,000 | ||||
Software licenses | |||||
Business Acquisition [Line Items] | |||||
Weighted average remaining useful life | 3 years | 7 months 6 days | |||
City Semi | |||||
Business Acquisition [Line Items] | |||||
Consideration transferred | $ 2,029,000 | ||||
Maximum contingent consideration | 2,000,000 | ||||
Tax deductible goodwill | $ 0 | ||||
Revenue of acquiree since acquisition date | $ 0 | ||||
Earnings or loss of acquiree since acquisition date | $ 0 | ||||
City Semi | Developed technology | |||||
Business Acquisition [Line Items] | |||||
Weighted average remaining useful life | 7 years | ||||
City Semi | Software licenses | |||||
Business Acquisition [Line Items] | |||||
Weighted average remaining useful life | 1 year | ||||
Contingent consideration, tranche one | |||||
Business Acquisition [Line Items] | |||||
Contingent consideration | $ 500,000 | $ 500,000 | |||
Contingent consideration, tranche one | City Semi | |||||
Business Acquisition [Line Items] | |||||
Maximum contingent consideration | $ 500,000 | ||||
Contingent consideration | 500,000 | 1,000,000 | |||
Contingent consideration, tranche two | |||||
Business Acquisition [Line Items] | |||||
Contingent consideration | 1,000,000 | 900,000 | |||
Contingent consideration, tranche two | City Semi | |||||
Business Acquisition [Line Items] | |||||
Maximum contingent consideration | $ 1,500,000 | ||||
Contingent consideration | $ 500,000 | $ 900,000 |
Business Combinations - Conside
Business Combinations - Consideration Transferred for City Semi (Details) - USD ($) $ in Thousands | May 13, 2020 | Jun. 30, 2021 | Jun. 30, 2020 |
Business Acquisition [Line Items] | |||
Deferred City Semi compensation | $ 250 | $ 333 | |
City Semi | |||
Business Acquisition [Line Items] | |||
Class H units issued | $ 711 | ||
Deferred City Semi compensation | 1,180 | ||
Cash consideration to be transferred at a later date | 138 | ||
Total | $ 2,029 |
Business Combinations - Assets
Business Combinations - Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | May 13, 2020 |
Business Acquisition [Line Items] | |||
Goodwill | $ 1,739 | $ 1,739 | |
City Semi | |||
Business Acquisition [Line Items] | |||
Goodwill | $ 1,739 | ||
Deferred revenue | (41) | ||
Accrued expenses | (177) | ||
Net assets acquired | 2,029 | ||
City Semi | Software licenses | |||
Business Acquisition [Line Items] | |||
Intangible asset | 139 | ||
City Semi | Developed technology | |||
Business Acquisition [Line Items] | |||
Intangible asset | $ 369 |
Business Combinations - Pro For
Business Combinations - Pro Forma Financial Information (Details) - City Semi - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2020 | Jun. 30, 2020 | |
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||
Combined revenue | $ 4,316 | $ 8,979 |
Combined net loss before income taxes | $ (7,218) | $ (12,598) |
Inventory, Net - Components of
Inventory, Net - Components of Net Inventories (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Work-in-process | $ 3,691 | $ 4,277 |
Finished goods | 468 | 882 |
Inventory, gross | 4,159 | 5,159 |
Less: Inventory reserves | 796 | 2,259 |
Inventory, net | $ 3,363 | $ 2,900 |
Inventory, Net - Narrative (Det
Inventory, Net - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Inventory Disclosure [Abstract] | ||||
Inventory impairment charges | $ 0 | $ 0 | $ 65 | $ 322 |
Intangible Assets, Net - Summar
Intangible Assets, Net - Summary (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 18,650 | $ 6,496 |
Accumulated Amortization | (6,154) | (5,408) |
Net Carrying Amount | $ 12,496 | $ 1,088 |
Software licenses | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average remaining useful life | 3 years | 7 months 6 days |
Gross Carrying Amount | $ 16,545 | $ 4,391 |
Accumulated Amortization | (4,425) | (3,759) |
Net Carrying Amount | $ 12,120 | $ 632 |
Intellectual property licenses | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average remaining useful life | 1 year 10 months 24 days | 1 year 8 months 12 days |
Gross Carrying Amount | $ 1,736 | $ 1,736 |
Accumulated Amortization | (1,668) | (1,614) |
Net Carrying Amount | $ 68 | $ 122 |
Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average remaining useful life | 5 years 9 months 18 days | 6 years 4 months 24 days |
Gross Carrying Amount | $ 369 | $ 369 |
Accumulated Amortization | (61) | (35) |
Net Carrying Amount | $ 308 | $ 334 |
Intangible Assets, Net - Narrat
Intangible Assets, Net - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization of intangible assets | $ 353 | $ 408 | $ 764 | $ 802 |
Intangible Assets, Net - Future
Intangible Assets, Net - Future Amortization Expense (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2021 (remaining six months) | $ 1,777 | |
2022 | 3,805 | |
2023 | 4,570 | |
2024 | 2,221 | |
2025 | 53 | |
Thereafter | 70 | |
Net Carrying Amount | $ 12,496 | $ 1,088 |
Goodwill - Narrative (Details)
Goodwill - Narrative (Details) | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Change in goodwill | $ 0 |
Debt - Components of Debt (Deta
Debt - Components of Debt (Details) - USD ($) | Jun. 30, 2021 | Jun. 10, 2021 | Dec. 31, 2020 | Oct. 30, 2020 |
Schedule of Long Term and Short Term Debt Instruments [Line Items] | ||||
Short-term debt | $ 619,000 | $ 459,000 | ||
Total term loans | 2,294,000 | 21,608,000 | ||
Unamortized discount and issuance cost | 0 | (775,000) | ||
Total Debt | 2,294,000 | 20,833,000 | ||
Loans | ||||
Schedule of Long Term and Short Term Debt Instruments [Line Items] | ||||
Total term loans | 619,000 | 16,327,000 | ||
Unamortized discount and issuance cost | 0 | (665,000) | ||
Total Debt | 619,000 | 15,662,000 | ||
Trinity term loan, due 2022 | Loans | ||||
Schedule of Long Term and Short Term Debt Instruments [Line Items] | ||||
Outstanding amount | 0 | 12,000,000 | ||
Unamortized discount and issuance cost | 0 | (665,000) | ||
Total | 0 | 11,335,000 | $ 11,325,000 | |
PPP Loan, due 2022 | Loans | ||||
Schedule of Long Term and Short Term Debt Instruments [Line Items] | ||||
Outstanding amount | 0 | 1,868,000 | ||
Unamortized discount and issuance cost | 0 | 0 | ||
Total | 0 | 1,868,000 | ||
Tropez note | Loans | ||||
Schedule of Long Term and Short Term Debt Instruments [Line Items] | ||||
Outstanding amount | 0 | 2,000,000 | ||
Unamortized discount and issuance cost | 0 | 0 | ||
Total | 0 | 2,000,000 | ||
Revolving line of credit | Line of credit | Revolving credit facility | ||||
Schedule of Long Term and Short Term Debt Instruments [Line Items] | ||||
Outstanding amount | 1,675,000 | 1,675,000 | ||
Unamortized discount and issuance cost | 0 | 0 | ||
Total | 1,675,000 | 1,675,000 | ||
Embry Convertible Subordinated Notes Payable | Convertible notes | ||||
Schedule of Long Term and Short Term Debt Instruments [Line Items] | ||||
Outstanding amount | 0 | $ 4,119,000 | 3,606,000 | |
Unamortized discount and issuance cost | 0 | (110,000) | ||
Total | $ 0 | $ 3,607,000 | $ 3,496,000 |
Debt - Balance Sheet Components
Debt - Balance Sheet Components (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Debt Disclosure [Abstract] | ||
Current liabilities - Current debt obligations | $ 2,294 | $ 8,488 |
Noncurrent liabilities - Long-term debt, net of current maturities | 0 | 12,345 |
Total Debt | $ 2,294 | $ 20,833 |
Debt - Narrative (Details)
Debt - Narrative (Details) | Jun. 21, 2021USD ($) | Jun. 17, 2021USD ($) | Jun. 10, 2021USD ($)shares | Jun. 09, 2021shares | Apr. 29, 2021USD ($) | Apr. 29, 2021CNY (¥) | Nov. 13, 2020 | Oct. 30, 2020USD ($) | Jan. 31, 2020USD ($) | Dec. 03, 2018 | Dec. 03, 2017 | Jan. 31, 2015USD ($) | Oct. 31, 2021USD ($) | Oct. 31, 2020USD ($)shares | May 31, 2020USD ($) | Nov. 30, 2019USD ($) | Jun. 30, 2018USD ($)$ / sharesshares | Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($)convertibleNoteshares | Jun. 30, 2020USD ($) | Oct. 01, 2024USD ($) | May 10, 2021USD ($) | Dec. 31, 2020USD ($) | Oct. 15, 2020USD ($) | Oct. 15, 2020CNY (¥) | Oct. 01, 2020$ / sharesshares | Nov. 13, 2019USD ($) | Nov. 13, 2019CNY (¥) | Apr. 30, 2018$ / sharesshares | Mar. 31, 2018$ / sharesshares | Aug. 31, 2017shares | Dec. 04, 2012USD ($)convertibleNote |
Schedule of Long Term and Short Term Debt Instruments [Line Items] | |||||||||||||||||||||||||||||||||
Recapitalization exchange ratio | 27.80 | ||||||||||||||||||||||||||||||||
Warrants outstanding | $ 74,408,000 | $ 63,092,000 | $ 63,092,000 | $ 0 | |||||||||||||||||||||||||||||
Gain (loss) on extinguishment of debt | 304,000 | $ 0 | 304,000 | $ 0 | |||||||||||||||||||||||||||||
Repayment of debt | 15,008,000 | $ 3,423,000 | |||||||||||||||||||||||||||||||
Short-term debt | 619,000 | 619,000 | 459,000 | ||||||||||||||||||||||||||||||
Class A | |||||||||||||||||||||||||||||||||
Schedule of Long Term and Short Term Debt Instruments [Line Items] | |||||||||||||||||||||||||||||||||
Conversion of convertible securities (in shares) | shares | 284,925 | ||||||||||||||||||||||||||||||||
Trinity term loan, due 2022 | Class G | Common warrant | |||||||||||||||||||||||||||||||||
Schedule of Long Term and Short Term Debt Instruments [Line Items] | |||||||||||||||||||||||||||||||||
Warrants issued (in shares) | shares | 6,250 | ||||||||||||||||||||||||||||||||
Exercise price (in dollars per share) | $ / shares | $ 35.42 | ||||||||||||||||||||||||||||||||
Short term loan agreement | Loans | |||||||||||||||||||||||||||||||||
Schedule of Long Term and Short Term Debt Instruments [Line Items] | |||||||||||||||||||||||||||||||||
Principal amount | ¥ | ¥ 4,000,000 | ||||||||||||||||||||||||||||||||
Short term loan agreement | CITIC Group Corporation Ltd. | Loans | |||||||||||||||||||||||||||||||||
Schedule of Long Term and Short Term Debt Instruments [Line Items] | |||||||||||||||||||||||||||||||||
Principal amount | $ 285,000 | ¥ 2,000 | |||||||||||||||||||||||||||||||
Interest rate | 4.785% | 4.785% | |||||||||||||||||||||||||||||||
Extension term | 12 months | ||||||||||||||||||||||||||||||||
Short term loan agreement | NCBC | Loans | |||||||||||||||||||||||||||||||||
Schedule of Long Term and Short Term Debt Instruments [Line Items] | |||||||||||||||||||||||||||||||||
Principal amount | $ 151,000 | ¥ 1,000,000 | |||||||||||||||||||||||||||||||
Interest rate | 4.785% | 4.785% | |||||||||||||||||||||||||||||||
Increase in short-term debt | $ 155,000 | ¥ 1,000,000 | |||||||||||||||||||||||||||||||
Line of credit | PacWest Term Loan and Revolving Line of Credit | |||||||||||||||||||||||||||||||||
Schedule of Long Term and Short Term Debt Instruments [Line Items] | |||||||||||||||||||||||||||||||||
Outstanding amount | 889,000 | ||||||||||||||||||||||||||||||||
Minimum cash balance | 2,300,000 | ||||||||||||||||||||||||||||||||
Line of credit facility, maximum borrowing capacity | 2,000,000 | 2,000,000 | 2,000,000 | ||||||||||||||||||||||||||||||
Line of credit | PacWest Term Loan and Revolving Line of Credit | Common warrant | |||||||||||||||||||||||||||||||||
Schedule of Long Term and Short Term Debt Instruments [Line Items] | |||||||||||||||||||||||||||||||||
Warrants issued (in shares) | shares | 3,388 | 3,388,000 | |||||||||||||||||||||||||||||||
Line of credit | PacWest Term Loan and Revolving Line of Credit | Revolving credit facility | |||||||||||||||||||||||||||||||||
Schedule of Long Term and Short Term Debt Instruments [Line Items] | |||||||||||||||||||||||||||||||||
Outstanding amount | 1,675,000 | 1,675,000 | 1,675,000 | ||||||||||||||||||||||||||||||
Interest rate | 4.25% | ||||||||||||||||||||||||||||||||
Line of credit | PacWest Term Loan and Revolving Line of Credit | Secured debt | |||||||||||||||||||||||||||||||||
Schedule of Long Term and Short Term Debt Instruments [Line Items] | |||||||||||||||||||||||||||||||||
Principal amount | $ 10,000,000 | ||||||||||||||||||||||||||||||||
Outstanding amount | 0 | 0 | 0 | ||||||||||||||||||||||||||||||
Interest rate | 4.50% | ||||||||||||||||||||||||||||||||
Line of credit | PacWest Term Loan and Revolving Line of Credit | Prime rate | Revolving credit facility | |||||||||||||||||||||||||||||||||
Schedule of Long Term and Short Term Debt Instruments [Line Items] | |||||||||||||||||||||||||||||||||
Basis spread on variable rate | 0.75% | ||||||||||||||||||||||||||||||||
Line of credit | PacWest Term Loan and Revolving Line of Credit | Prime rate | Secured debt | |||||||||||||||||||||||||||||||||
Schedule of Long Term and Short Term Debt Instruments [Line Items] | |||||||||||||||||||||||||||||||||
Basis spread on variable rate | 1.00% | ||||||||||||||||||||||||||||||||
Line of credit | PacWest Term Loan and Revolving Line of Credit | Class A | Common warrant | |||||||||||||||||||||||||||||||||
Schedule of Long Term and Short Term Debt Instruments [Line Items] | |||||||||||||||||||||||||||||||||
Conversion of convertible securities (in shares) | shares | 82,187 | ||||||||||||||||||||||||||||||||
Convertible debt | Embry Convertible Subordinated Notes Payable | |||||||||||||||||||||||||||||||||
Schedule of Long Term and Short Term Debt Instruments [Line Items] | |||||||||||||||||||||||||||||||||
Number of convertible notes (in convertible notes) | convertibleNote | 2 | ||||||||||||||||||||||||||||||||
Principal amount | $ 3,500,000 | ||||||||||||||||||||||||||||||||
Outstanding amount | $ 4,119,000 | 0 | 0 | 3,606,000 | |||||||||||||||||||||||||||||
Carrying amount | 3,607,000 | 0 | $ 0 | 3,496,000 | |||||||||||||||||||||||||||||
Accrued interest | $ 512,000 | 458,000 | $ 107,000 | ||||||||||||||||||||||||||||||
Interest rate | 3.07% | 0.93% | |||||||||||||||||||||||||||||||
Extension term | 36 months | 12 months | |||||||||||||||||||||||||||||||
Convertible debt | First Convertible subordinated note | |||||||||||||||||||||||||||||||||
Schedule of Long Term and Short Term Debt Instruments [Line Items] | |||||||||||||||||||||||||||||||||
Principal amount | $ 2,604,000 | ||||||||||||||||||||||||||||||||
Convertible debt | First Convertible subordinated note | Class A | |||||||||||||||||||||||||||||||||
Schedule of Long Term and Short Term Debt Instruments [Line Items] | |||||||||||||||||||||||||||||||||
Number of convertible equity instruments (in shares) | shares | 185,000 | ||||||||||||||||||||||||||||||||
Conversion of convertible securities (in shares) | shares | 185,000 | ||||||||||||||||||||||||||||||||
Convertible debt | Second convertible subordinated note | |||||||||||||||||||||||||||||||||
Schedule of Long Term and Short Term Debt Instruments [Line Items] | |||||||||||||||||||||||||||||||||
Principal amount | $ 1,003,000 | ||||||||||||||||||||||||||||||||
Convertible debt | Second convertible subordinated note | Class C | |||||||||||||||||||||||||||||||||
Schedule of Long Term and Short Term Debt Instruments [Line Items] | |||||||||||||||||||||||||||||||||
Number of convertible equity instruments (in shares) | convertibleNote | 100,000 | ||||||||||||||||||||||||||||||||
Conversion of convertible securities (in shares) | shares | 100,000 | ||||||||||||||||||||||||||||||||
Loans | Trinity term loan, due 2022 | |||||||||||||||||||||||||||||||||
Schedule of Long Term and Short Term Debt Instruments [Line Items] | |||||||||||||||||||||||||||||||||
Principal amount | $ 12,000,000 | $ 15,000,000 | |||||||||||||||||||||||||||||||
Outstanding amount | 0 | $ 0 | 12,000,000 | ||||||||||||||||||||||||||||||
Carrying amount | $ 11,325,000 | 0 | 0 | 11,335,000 | |||||||||||||||||||||||||||||
Interest rate | 10.75% | 11.25% | |||||||||||||||||||||||||||||||
Lender fee | $ 1,200,000 | $ 474,000 | |||||||||||||||||||||||||||||||
Proceeds from issuance of long-term debt | $ 194,000 | ||||||||||||||||||||||||||||||||
Prepayment fee | 4.00% | ||||||||||||||||||||||||||||||||
Prepayment fee | 1.00% | ||||||||||||||||||||||||||||||||
End-of-term fee | $ 720,000 | ||||||||||||||||||||||||||||||||
Repurchased face amount | 12,000,000 | ||||||||||||||||||||||||||||||||
Interest paid | 61,000 | ||||||||||||||||||||||||||||||||
Gain (loss) on extinguishment of debt | (1,585,000) | ||||||||||||||||||||||||||||||||
Unamortized discount | 577,000 | 577,000 | |||||||||||||||||||||||||||||||
Unamortized debt issuance costs | 1,008,000 | 1,008,000 | |||||||||||||||||||||||||||||||
Monthly interest payment | $ 141,000 | ||||||||||||||||||||||||||||||||
Monthly loan payment | $ 493,000 | ||||||||||||||||||||||||||||||||
Repayment of debt | $ 13,261,000 | ||||||||||||||||||||||||||||||||
Loans | Trinity term loan, due 2022 | Forecast | |||||||||||||||||||||||||||||||||
Schedule of Long Term and Short Term Debt Instruments [Line Items] | |||||||||||||||||||||||||||||||||
Monthly interest payment | $ 108,000 | ||||||||||||||||||||||||||||||||
Monthly loan payment | $ 391,000 | ||||||||||||||||||||||||||||||||
Effective interest rate | 15.80% | ||||||||||||||||||||||||||||||||
Loans | Trinity term loan, due 2022 | Prime rate | |||||||||||||||||||||||||||||||||
Schedule of Long Term and Short Term Debt Instruments [Line Items] | |||||||||||||||||||||||||||||||||
Basis spread on variable rate | 7.50% | ||||||||||||||||||||||||||||||||
Loans | Trinity term loan, due 2022 | Class A | Common warrant | |||||||||||||||||||||||||||||||||
Schedule of Long Term and Short Term Debt Instruments [Line Items] | |||||||||||||||||||||||||||||||||
Conversion of convertible securities (in shares) | shares | 196,346 | ||||||||||||||||||||||||||||||||
Loans | Trinity term loan, due 2022 | Class G | Common warrant | |||||||||||||||||||||||||||||||||
Schedule of Long Term and Short Term Debt Instruments [Line Items] | |||||||||||||||||||||||||||||||||
Warrants issued (in shares) | shares | 1,844,000 | 6,250,000 | 1,844 | ||||||||||||||||||||||||||||||
Exercise price (in dollars per share) | $ / shares | $ 35.42 | $ 35.42 | $ 35.42 | ||||||||||||||||||||||||||||||
Warrants outstanding | $ 405,000 | ||||||||||||||||||||||||||||||||
Loans | Tropez note | |||||||||||||||||||||||||||||||||
Schedule of Long Term and Short Term Debt Instruments [Line Items] | |||||||||||||||||||||||||||||||||
Principal amount | $ 2,000,000 | ||||||||||||||||||||||||||||||||
Outstanding amount | 0 | 0 | 2,000,000 | ||||||||||||||||||||||||||||||
Carrying amount | 0 | 0 | 2,000,000 | ||||||||||||||||||||||||||||||
Interest rate | 12.00% | ||||||||||||||||||||||||||||||||
Extension term | 12 months | ||||||||||||||||||||||||||||||||
Repayment of debt | $ 2,346,000 | ||||||||||||||||||||||||||||||||
Renewal period | 180 days | ||||||||||||||||||||||||||||||||
Loans | PPP Loan, due 2022 | |||||||||||||||||||||||||||||||||
Schedule of Long Term and Short Term Debt Instruments [Line Items] | |||||||||||||||||||||||||||||||||
Principal amount | $ 1,868,000 | ||||||||||||||||||||||||||||||||
Outstanding amount | 0 | 0 | 1,868,000 | ||||||||||||||||||||||||||||||
Carrying amount | 0 | 0 | $ 1,868,000 | ||||||||||||||||||||||||||||||
Accrued interest | $ 21,000 | ||||||||||||||||||||||||||||||||
Interest rate | 1.00% | ||||||||||||||||||||||||||||||||
Proceeds from issuance of long-term debt | $ 1,868,000 | ||||||||||||||||||||||||||||||||
Gain (loss) on extinguishment of debt | $ 1,889,000 | $ 1,889,000 |
Debt - Components of Interest E
Debt - Components of Interest Expense on Debt (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Schedule of Long Term and Short Term Debt Instruments [Line Items] | ||||
Amortization of discount and cost of issuance of debt | $ 198 | $ 100 | ||
Total | $ 530 | $ 551 | 1,150 | 1,103 |
Other debt | ||||
Schedule of Long Term and Short Term Debt Instruments [Line Items] | ||||
Contractual interest | 109 | 112 | 233 | 197 |
Amortization of discount and cost of issuance of debt | 31 | 38 | 60 | 72 |
Total | 140 | 150 | 293 | 269 |
Interest expense on Trinity Term Loan: | Loans | ||||
Schedule of Long Term and Short Term Debt Instruments [Line Items] | ||||
Contractual interest | 324 | 388 | 719 | 807 |
Amortization of discount and cost of issuance of debt | 66 | 13 | 138 | 27 |
Total | $ 390 | $ 401 | $ 857 | $ 834 |
Warrant Liability - Narrative (
Warrant Liability - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | Jun. 09, 2021 | Jun. 30, 2021 | Jun. 10, 2021 | Dec. 31, 2020 |
Class of Warrant or Right [Line Items] | ||||
Warrants outstanding (in shares) | 0 | |||
Warrants outstanding | $ 63,092 | $ 74,408 | $ 0 | |
Class B | ||||
Class of Warrant or Right [Line Items] | ||||
Conversion of stock, shares converted (in shares) | 8,625,000 | |||
Class A | ||||
Class of Warrant or Right [Line Items] | ||||
Conversion of stock, shares issued (in shares) | 8,625,000 | |||
Public Warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants issued (in shares) | 17,250,000 | |||
Exercise price (in dollars per share) | $ 11.50 | |||
Warrant exercise period | 30 days | |||
Redemption price of warrants (in dollars per share) | $ 0.01 | |||
Redemption period | 30 days | |||
Stock price trigger (in dollars per share) | $ 18 | |||
Trading period | 30 days | |||
Redemption period, minimum sale price trading days | 20 days | |||
Warrants outstanding | $ 42,435 | |||
Public Warrants | Minimum | ||||
Class of Warrant or Right [Line Items] | ||||
Stock price trigger (in dollars per share) | $ 18 | |||
Private Placement Warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Number of securities called by each warrant (in shares) | 1 | |||
Exercise price (in dollars per share) | $ 11.50 | |||
Private Placement Warrants | Thunder Bridge Acquisition II, Ltd | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants outstanding (in shares) | 8,650,000 | |||
Number of securities called by each warrant (in shares) | 1 | |||
Exercise price (in dollars per share) | $ 11.50 | |||
Working Capital Warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants issued upon conversion (in shares) | 1,500,000 | |||
Original debt amount | $ 1,500 |
Warrant Liability - Summary of
Warrant Liability - Summary of Warrants (Details) - USD ($) $ / shares in Units, $ in Thousands | Jun. 30, 2021 | Jun. 10, 2021 | Dec. 31, 2020 |
Class of Warrant or Right [Line Items] | |||
Warrants outstanding (in shares) | 0 | ||
Initial Fair Value | $ 63,092 | $ 74,408 | $ 0 |
Public Warrants | |||
Class of Warrant or Right [Line Items] | |||
Warrants issued (in shares) | 17,250,000 | ||
Exercise price (in dollars per share) | $ 11.50 | ||
Redemption Price (in dollars per share) | $ 18 | ||
Initial Fair Value | $ 42,435 | ||
Private Warrants | |||
Class of Warrant or Right [Line Items] | |||
Warrants issued (in shares) | 10,150,000 | ||
Exercise price (in dollars per share) | $ 11.50 | ||
Initial Fair Value | $ 31,973 |
Earn-Out Liability - Narrative
Earn-Out Liability - Narrative (Details) $ / shares in Units, $ in Thousands | Jun. 10, 2021USD ($)tradingDay$ / sharesshares | Jun. 30, 2021USD ($)$ / shares | Dec. 31, 2020$ / shares |
Reverse Capitalization [Line Items] | |||
Earn-out liability | $ | $ 119,759 | ||
Class A | |||
Reverse Capitalization [Line Items] | |||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.1000 | $ 0.1000 |
Earnout shares | |||
Reverse Capitalization [Line Items] | |||
Earn-out liability (in shares) | 10,000,000 | ||
Earnout period, threshold trading days (in trading days) | tradingDay | 20 | ||
Earnout period, threshold consecutive trading days (in trading days) | tradingDay | 30 | ||
Milestone one, earn out | |||
Reverse Capitalization [Line Items] | |||
Earn-out liability (in shares) | 5,000,000 | ||
Earn-out liability | $ | $ 63,426 | $ 54,120 | |
Milestone one, earn out | Minimum | |||
Reverse Capitalization [Line Items] | |||
Earn-out liability, price trigger (in dollars per share) | $ / shares | $ 12.50 | ||
Milestone one, earn out | Maximum | |||
Reverse Capitalization [Line Items] | |||
Earn-out liability, price trigger (in dollars per share) | $ / shares | $ 15 | ||
Milestone two, earn out | |||
Reverse Capitalization [Line Items] | |||
Earn-out liability (in shares) | 5,000,000 | ||
Earn-out liability | $ | $ 56,333 | $ 47,701 | |
Escrow shares | |||
Reverse Capitalization [Line Items] | |||
Earn-out liability (in shares) | 3,450,000 | ||
Milestone one, escrow shares | |||
Reverse Capitalization [Line Items] | |||
Percentage of shares by milestone | 0.50 | ||
Milestone two, escrow shares | |||
Reverse Capitalization [Line Items] | |||
Percentage of shares by milestone | 0.50 |
Simple Agreement for Future E_2
Simple Agreement for Future Equity (SAFEs) - Narrative (Details) - USD ($) $ in Thousands | Jun. 10, 2021 | Jun. 09, 2021 | Apr. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 |
Subsidiary or Equity Method Investee [Line Items] | ||||||
Proceeds from issuance of SAFEs | $ 5,000 | $ 7,875 | ||||
SAFEs | $ 86,100 | $ 102,700 | ||||
Class A | ||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||
SAFEs converted into Class A units (in shares) | 284,925 | |||||
Class A | Securities Subject to Mandatory Redemption | Common Stock | ||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||
SAFEs converted into Class A units (in shares) | 7,466,891 | |||||
Common Stock Class V | Securities Subject to Mandatory Redemption | Common Stock | ||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||
SAFEs converted into Class A units (in shares) | 454,077 | |||||
Financial instruments subject to mandatory redemption issued in 2020 | ||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||
Proceeds from issuance of SAFEs | $ 25,765 | |||||
Minimum equity raise requiring exchange to SAFE holders | 35,000 | |||||
Financial instruments subject to mandatory redemption issued in 2021 | ||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||
Proceeds from issuance of SAFEs | $ 5,000 | |||||
Minimum equity raise requiring exchange to SAFE holders | $ 35,000 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value Hierarchy for Financial Assets and Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Jun. 10, 2021 | Dec. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrants outstanding | $ 63,092 | $ 74,408 | $ 0 |
Contingent Earn-Out | 119,759 | ||
SAFEs | 86,100 | 102,700 | |
Milestone one, earn out | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent Earn-Out | 54,120 | 63,426 | |
Milestone two, earn out | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent Earn-Out | 47,701 | 56,333 | |
Contingent consideration, tranche one | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent consideration | 500 | 500 | |
Contingent consideration, tranche two | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent consideration | 1,000 | 900 | |
Level 1 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrants outstanding | 0 | 0 | |
SAFEs | 0 | 0 | |
Level 1 | Milestone one, earn out | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent Earn-Out | 0 | 0 | |
Level 1 | Milestone two, earn out | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent Earn-Out | 0 | 0 | |
Level 1 | Contingent consideration, tranche one | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent consideration | 0 | 0 | |
Level 1 | Contingent consideration, tranche two | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent consideration | 0 | 0 | |
Level 2 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrants outstanding | 0 | 0 | |
SAFEs | 0 | 0 | |
Level 2 | Milestone one, earn out | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent Earn-Out | 0 | 0 | |
Level 2 | Milestone two, earn out | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent Earn-Out | 0 | 0 | |
Level 2 | Contingent consideration, tranche one | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent consideration | 0 | 0 | |
Level 2 | Contingent consideration, tranche two | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent consideration | 0 | 0 | |
Level 3 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrants outstanding | 63,092 | 74,408 | |
SAFEs | 86,100 | 102,700 | |
Level 3 | Milestone one, earn out | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent Earn-Out | 54,120 | 63,426 | |
Level 3 | Milestone two, earn out | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent Earn-Out | 47,701 | $ 56,333 | |
Level 3 | Contingent consideration, tranche one | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent consideration | 500 | 500 | |
Level 3 | Contingent consideration, tranche two | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent consideration | $ 1,000 | $ 900 |
Fair Value Measurements - Unobs
Fair Value Measurements - Unobservable Input Reconciliation (Details) | Jun. 30, 2021 | Jun. 10, 2021 | Dec. 31, 2020 |
Discount rate | Option pricing model | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
SAFEs, measurement input | 0 | 0 | 0.75 |
Discount rate | Discounted cash flow | Contingent consideration, tranche one | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent consideration, measurement input | 0.075 | 0 | 0.103 |
Discount rate | Discounted cash flow | Contingent consideration, tranche two | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent consideration, measurement input | 0.075 | 0 | 0.103 |
Volatility | Option pricing model | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
SAFEs, measurement input | 0 | 0 | 0.40 |
Warrant, measurement input | 0.351 | 0.341 | 0 |
Volatility | Option pricing model | Milestone one, earn out | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent earn-out, measurement input | 0.35 | 0.35 | 0 |
Volatility | Option pricing model | Milestone two, earn out | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent earn-out, measurement input | 0.35 | 0.35 | 0 |
Geometric Brownian Motion | Option pricing model | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
SAFEs, measurement input | 0 | 0 | 0.0098 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Stockholders' Equity (Details) - shares | Jun. 10, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Capital Unit [Line Items] | |||
Outstanding (in shares) | 2,930,711 | 0 | 0 |
Authorized (in shares) | 4,908,393 | ||
Issued (in shares) | 3,004,885 | ||
Previously reported | |||
Capital Unit [Line Items] | |||
Outstanding (in shares) | 2,287,279 | 2,251,020 | |
Authorized (in shares) | 4,908,393 | ||
Issued (in shares) | 2,425,474 | ||
Class A | |||
Capital Unit [Line Items] | |||
Outstanding (in shares) | 1,381,424 | ||
Authorized (in shares) | 3,136,518 | ||
Issued (in shares) | 1,381,424 | ||
Class A | Previously reported | |||
Capital Unit [Line Items] | |||
Outstanding (in shares) | 911,500 | ||
Authorized (in shares) | 3,136,518 | ||
Issued (in shares) | 911,500 | ||
Class A | Class A | |||
Capital Unit [Line Items] | |||
Conversion of common units into common stock (in shares) | 12,612,470 | ||
Class A | Common Stock Class V | |||
Capital Unit [Line Items] | |||
Conversion of common units into common stock (in shares) | 25,791,473 | ||
Class B | |||
Capital Unit [Line Items] | |||
Outstanding (in shares) | 293,221 | ||
Authorized (in shares) | 513,846 | ||
Issued (in shares) | 367,395 | ||
Class B | Previously reported | |||
Capital Unit [Line Items] | |||
Outstanding (in shares) | 229,732 | ||
Authorized (in shares) | 513,846 | ||
Issued (in shares) | 367,927 | ||
Class B | Class A | |||
Capital Unit [Line Items] | |||
Conversion of common units into common stock (in shares) | 9,564,150 | ||
Class B | Common Stock Class V | |||
Capital Unit [Line Items] | |||
Conversion of common units into common stock (in shares) | 0 | ||
Class C | |||
Capital Unit [Line Items] | |||
Outstanding (in shares) | 400,000 | ||
Authorized (in shares) | 400,000 | ||
Issued (in shares) | 400,000 | ||
Class C | Previously reported | |||
Capital Unit [Line Items] | |||
Outstanding (in shares) | 300,000 | ||
Authorized (in shares) | 400,000 | ||
Issued (in shares) | 300,000 | ||
Class C | Class A | |||
Capital Unit [Line Items] | |||
Conversion of common units into common stock (in shares) | 11,520,101 | ||
Class C | Common Stock Class V | |||
Capital Unit [Line Items] | |||
Conversion of common units into common stock (in shares) | 0 | ||
Class D | |||
Capital Unit [Line Items] | |||
Outstanding (in shares) | 236,521 | ||
Authorized (in shares) | 236,521 | ||
Issued (in shares) | 236,521 | ||
Class D | Previously reported | |||
Capital Unit [Line Items] | |||
Outstanding (in shares) | 236,521 | ||
Authorized (in shares) | 236,521 | ||
Issued (in shares) | 236,521 | ||
Class D | Class A | |||
Capital Unit [Line Items] | |||
Conversion of common units into common stock (in shares) | 1,568,565 | ||
Class D | Common Stock Class V | |||
Capital Unit [Line Items] | |||
Conversion of common units into common stock (in shares) | 5,806,776 | ||
Class E | |||
Capital Unit [Line Items] | |||
Outstanding (in shares) | 112,916 | ||
Authorized (in shares) | 112,916 | ||
Issued (in shares) | 112,916 | ||
Class E | Previously reported | |||
Capital Unit [Line Items] | |||
Outstanding (in shares) | 112,916 | ||
Authorized (in shares) | 112,916 | ||
Issued (in shares) | 112,916 | ||
Class E | Class A | |||
Capital Unit [Line Items] | |||
Conversion of common units into common stock (in shares) | 1,309,971 | ||
Class E | Common Stock Class V | |||
Capital Unit [Line Items] | |||
Conversion of common units into common stock (in shares) | 2,229,122 | ||
Class F | |||
Capital Unit [Line Items] | |||
Outstanding (in shares) | 492,110 | ||
Authorized (in shares) | 492,110 | ||
Issued (in shares) | 492,110 | ||
Class F | Previously reported | |||
Capital Unit [Line Items] | |||
Outstanding (in shares) | 492,110 | ||
Authorized (in shares) | 492,110 | ||
Issued (in shares) | 492,110 | ||
Class F | Class A | |||
Capital Unit [Line Items] | |||
Conversion of common units into common stock (in shares) | 16,380,782 | ||
Class F | Common Stock Class V | |||
Capital Unit [Line Items] | |||
Conversion of common units into common stock (in shares) | 0 | ||
Class G | |||
Capital Unit [Line Items] | |||
Outstanding (in shares) | 10,019 | ||
Authorized (in shares) | 11,482 | ||
Issued (in shares) | 10,019 | ||
Class G | Previously reported | |||
Capital Unit [Line Items] | |||
Outstanding (in shares) | 0 | ||
Authorized (in shares) | 11,482 | ||
Issued (in shares) | 0 | ||
Class G | Class A | |||
Capital Unit [Line Items] | |||
Conversion of common units into common stock (in shares) | 278,533 | ||
Class G | Common Stock Class V | |||
Capital Unit [Line Items] | |||
Conversion of common units into common stock (in shares) | 0 | ||
Common Units, Except Common Unit Class H | |||
Capital Unit [Line Items] | |||
Outstanding (in shares) | 2,926,211 | ||
Common Units, Except Common Unit Class H | Class A | |||
Capital Unit [Line Items] | |||
Conversion of common units into common stock (in shares) | 53,234,572 | ||
Common Units, Except Common Unit Class H | Common Stock Class V | |||
Capital Unit [Line Items] | |||
Conversion of common units into common stock (in shares) | 33,827,371 | ||
Class H | |||
Capital Unit [Line Items] | |||
Outstanding (in shares) | 4,500 | ||
Authorized (in shares) | 5,000 | ||
Issued (in shares) | 4,500 | ||
Class H | Previously reported | |||
Capital Unit [Line Items] | |||
Outstanding (in shares) | 4,500 | ||
Authorized (in shares) | 5,000 | ||
Issued (in shares) | 4,500 |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | Jun. 10, 2021 | Jul. 25, 2017 | Aug. 28, 2015 | Jul. 24, 2015 | Dec. 28, 2012 | Feb. 09, 2007 | May 31, 2020 | Jun. 30, 2018 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 09, 2021 | Jun. 08, 2021 | Feb. 03, 2021 | Oct. 31, 2020 | Oct. 01, 2020 | Dec. 31, 2019 | Apr. 30, 2018 | Mar. 31, 2018 | Aug. 31, 2017 |
Capital Unit [Line Items] | |||||||||||||||||||
Payments for repurchase of equity | $ 900 | $ 900 | $ 0 | ||||||||||||||||
Authorized (in shares) | 4,908,393 | ||||||||||||||||||
Price per share of stock sold (in dollars per share) | $ 10 | ||||||||||||||||||
Total proceeds | $ 150,000 | ||||||||||||||||||
Class A | |||||||||||||||||||
Capital Unit [Line Items] | |||||||||||||||||||
Number of shares issued in transaction (in shares) | 911,500 | ||||||||||||||||||
Authorized (in shares) | 3,136,518 | ||||||||||||||||||
Capital shares reserved for future issuance (in shares) | 185,000 | ||||||||||||||||||
Class C | |||||||||||||||||||
Capital Unit [Line Items] | |||||||||||||||||||
Number of shares issued in transaction (in shares) | 300,000 | ||||||||||||||||||
Authorized (in shares) | 400,000 | ||||||||||||||||||
Price per share of stock sold (in dollars per share) | $ 10 | ||||||||||||||||||
Total proceeds | $ 3,000 | ||||||||||||||||||
Capital shares reserved for future issuance (in shares) | 100,000 | ||||||||||||||||||
Class B | |||||||||||||||||||
Capital Unit [Line Items] | |||||||||||||||||||
Authorized (in shares) | 513,846 | ||||||||||||||||||
Class D | |||||||||||||||||||
Capital Unit [Line Items] | |||||||||||||||||||
Number of shares issued in transaction (in shares) | 221,739 | ||||||||||||||||||
Authorized (in shares) | 236,521 | ||||||||||||||||||
Price per share of stock sold (in dollars per share) | $ 33.82 | ||||||||||||||||||
Total proceeds | $ 7,215 | ||||||||||||||||||
Stock issuance costs paid | $ 285 | ||||||||||||||||||
Class E | |||||||||||||||||||
Capital Unit [Line Items] | |||||||||||||||||||
Number of shares issued in transaction (in shares) | 112,916 | ||||||||||||||||||
Authorized (in shares) | 112,916 | ||||||||||||||||||
Price per share of stock sold (in dollars per share) | $ 35.42 | ||||||||||||||||||
Total proceeds | $ 3,963 | ||||||||||||||||||
Stock issuance costs paid | $ 37 | ||||||||||||||||||
Class G | |||||||||||||||||||
Capital Unit [Line Items] | |||||||||||||||||||
Authorized (in shares) | 11,482 | ||||||||||||||||||
Class F | |||||||||||||||||||
Capital Unit [Line Items] | |||||||||||||||||||
Number of shares issued in transaction (in shares) | 492,110 | ||||||||||||||||||
Authorized (in shares) | 492,110 | ||||||||||||||||||
Price per share of stock sold (in dollars per share) | $ 54.87 | ||||||||||||||||||
Total proceeds | $ 26,790 | ||||||||||||||||||
Stock issuance costs paid | $ 210 | ||||||||||||||||||
Class H | |||||||||||||||||||
Capital Unit [Line Items] | |||||||||||||||||||
Authorized (in shares) | 5,000 | ||||||||||||||||||
City Semi | Class H | |||||||||||||||||||
Capital Unit [Line Items] | |||||||||||||||||||
Equity interest issued or issuable (in shares) | 4,500 | ||||||||||||||||||
Members' Equity | Class B | |||||||||||||||||||
Capital Unit [Line Items] | |||||||||||||||||||
Authorized (in shares) | 513,846 | 243,000 | |||||||||||||||||
Private Warrants | |||||||||||||||||||
Capital Unit [Line Items] | |||||||||||||||||||
Warrants issued (in shares) | 10,150,000 | ||||||||||||||||||
Exercise price (in dollars per share) | $ 11.50 | ||||||||||||||||||
Common warrant | Trinity term loan, due 2022 | Class G | |||||||||||||||||||
Capital Unit [Line Items] | |||||||||||||||||||
Warrants issued (in shares) | 6,250 | ||||||||||||||||||
Exercise price (in dollars per share) | $ 35.42 | ||||||||||||||||||
Common warrant | Trinity term loan, due 2022 | Class G | Loans | |||||||||||||||||||
Capital Unit [Line Items] | |||||||||||||||||||
Warrants issued (in shares) | 6,250,000 | 1,844,000 | 1,844 | ||||||||||||||||
Exercise price (in dollars per share) | $ 35.42 | $ 35.42 | $ 35.42 | ||||||||||||||||
Common warrant | PacWest Term Loan and Revolving Line of Credit | Line of credit | |||||||||||||||||||
Capital Unit [Line Items] | |||||||||||||||||||
Warrants issued (in shares) | 3,388 | 3,388,000 | |||||||||||||||||
Investor | Class D | |||||||||||||||||||
Capital Unit [Line Items] | |||||||||||||||||||
Number of shares issued in transaction (in shares) | 14,782 | ||||||||||||||||||
Price per share of stock sold (in dollars per share) | $ 33.82 | ||||||||||||||||||
Total proceeds | $ 500 | ||||||||||||||||||
PacWest | Private Warrants | Class G | |||||||||||||||||||
Capital Unit [Line Items] | |||||||||||||||||||
Warrants issued (in shares) | 3,388 | ||||||||||||||||||
Warrants demanded (in shares) | 52,632 |
Noncontrolling Interest - Narra
Noncontrolling Interest - Narrative (Details) | Jun. 10, 2021voteshares | Jun. 30, 2021 | Dec. 31, 2020 |
Common Stock Class V | Common Units, Except Common Unit Class H | |||
Noncontrolling Interest [Line Items] | |||
Conversion of common units into common stock (in shares) | shares | 33,827,371 | ||
Common stock, votes per share (in votes) | vote | 1 | ||
Ay Dee Kay, LLC | |||
Noncontrolling Interest [Line Items] | |||
Ownership interest by noncontrolling owners | 26.00% | ||
Ownership percentage by parent | 74.00% | ||
Wuxi indie Microelectronics Ltd. | Ay Dee Kay, LLC | |||
Noncontrolling Interest [Line Items] | |||
Ownership percentage by parent | 50.00% | 50.00% |
Revenue - Disaggregation of Rev
Revenue - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 9,180 | $ 3,708 | $ 17,294 | $ 8,371 |
United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 2,300 | 607 | 3,877 | 1,445 |
Greater China | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 5,222 | 2,596 | 10,209 | 5,320 |
Rest of North America | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 623 | 194 | 1,227 | 358 |
South America | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 294 | 84 | 595 | 269 |
Rest of Asia Pacific | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 136 | 79 | 575 | 713 |
Europe | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 605 | $ 148 | $ 811 | $ 266 |
Revenue - Narrative (Details)
Revenue - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | |||||
Contract asset | $ 0 | $ 0 | $ 55 | ||
Decrease in contract liability | (476) | $ 198 | |||
Total revenue | 9,180 | $ 3,708 | 17,294 | 8,371 | |
Contract revenue | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue recognized from previously recorded contract liabilities | 206 | 371 | 819 | 809 | |
Total revenue | $ 292 | $ 371 | $ 923 | $ 809 | |
Customer Concentration Risk | Accounts receivable | Largest customer | |||||
Disaggregation of Revenue [Line Items] | |||||
Concentration risk | 31.00% | 35.00% | |||
Customer Concentration Risk | Accounts receivable | Second largest customer | |||||
Disaggregation of Revenue [Line Items] | |||||
Concentration risk | 14.00% | 12.00% | |||
Customer Concentration Risk | Accounts receivable | Third largest customer | |||||
Disaggregation of Revenue [Line Items] | |||||
Concentration risk | 13.00% |
Revenue - Contract Liabilities
Revenue - Contract Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Revenue from Contract with Customer [Abstract] | ||
Deferred revenue | $ 927 | $ 1,665 |
Revenue - Performance Obligatio
Revenue - Performance Obligation (Details) $ in Thousands | Jun. 30, 2021USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | $ 1,842 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-07-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation (as a percent) | 74.00% |
Remaining performance obligation period | 12 months |
Revenue - Schedules of Customer
Revenue - Schedules of Customers Accounting for More Than 10% of Total Revenue (Details) - Total revenue - Customer Concentration Risk | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Customer A | ||||
Disaggregation of Revenue [Line Items] | ||||
Concentration risk | 38.50% | 51.00% | 45.80% | 62.60% |
Customer B | ||||
Disaggregation of Revenue [Line Items] | ||||
Concentration risk | 12.60% | 17.90% | 12.50% | 16.60% |
Customer C | ||||
Disaggregation of Revenue [Line Items] | ||||
Concentration risk | 10.90% | 0.00% | 5.80% | 0.00% |
Share-Based Compensation - Weig
Share-Based Compensation - Weighted Average Assumptions (Details) | 6 Months Ended |
Jun. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Constant risk free rate | 0.80% |
Constant volatility factor | 40.00% |
Geometric Brownian Motion | 0.00981 |
Share-Based Compensation - Narr
Share-Based Compensation - Narrative (Details) | Jan. 29, 2021$ / sharesshares | Jun. 30, 2021USD ($)$ / sharesshares | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($)$ / sharesshares | Jun. 30, 2020USD ($) | Jun. 10, 2021 | Dec. 31, 2020$ / shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Recapitalization exchange ratio | 27.80 | ||||||
Stock compensation expense | $ | $ 7,969,000 | $ 0 | $ 7,969,000 | $ 0 | |||
Total unrecognized compensation cost related to profit interests | $ | $ 19,493,000 | $ 19,493,000 | |||||
Granted (in shares) | 0 | ||||||
Profit interest | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award vesting period | 4 years | ||||||
Stock compensation expense | $ | $ 0 | ||||||
Weighted-average grant date fair value (in dollars per share) | $ / shares | $ 6.83 | ||||||
Grant date fair value (in dollars per share) | $ / shares | $ 6.67 | $ 6.67 | $ 2.72 | ||||
Granted (in shares) | 1,751,360 | ||||||
Profit interest | One year milestone | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award vesting period | 12 months | ||||||
Vesting percentage | 25.00% | ||||||
Profit interest | Remaining three years | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award vesting period | 3 years | ||||||
Vesting percentage | 75.00% | ||||||
Profit interest | Class A | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of units authorized (in shares) | 14,284,919 | 14,284,919 | |||||
Profit interest | Common Units | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of units authorized (in shares) | 513,846 | 513,846 | |||||
Restricted stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award vesting period | 4 years | ||||||
Stock compensation expense | $ | $ 0 | ||||||
Weighted-average grant date fair value (in dollars per share) | $ / shares | $ 6.83 | ||||||
Restricted stock | One year milestone | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award vesting period | 12 months | ||||||
Vesting percentage | 25.00% | ||||||
Restricted stock | Remaining three years | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award vesting period | 3 years | ||||||
Vesting percentage | 75.00% | ||||||
Restricted stock | Class A | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of units authorized (in shares) | 1,751,360 | ||||||
Restricted stock | Common Units | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of units authorized (in shares) | 62,998 | ||||||
Unvested Earn-out Shares | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Grant date fair value | $ | $ 3,919,000 | $ 3,919,000 | |||||
Grant date fair value (in dollars per share) | $ / shares | $ 9.20 | $ 9.20 |
Share-Based Compensation - Comp
Share-Based Compensation - Components of Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock compensation expense | $ 7,969 | $ 0 | $ 7,969 | $ 0 |
Research and development | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock compensation expense | 2,598 | 0 | 2,598 | 0 |
Selling, general, and administrative | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock compensation expense | $ 5,371 | $ 0 | $ 5,371 | $ 0 |
Share-Based Compensation - Roll
Share-Based Compensation - Roll Forward (Details) - $ / shares | 3 Months Ended | 6 Months Ended |
Jun. 30, 2021 | Jun. 30, 2021 | |
Profit interest activity | ||
Granted (in shares) | 0 | |
Profit interest | ||
Profit interest activity | ||
Beginning balance, Nonvested profit interest (in shares) | 3,868,225 | |
Granted (in shares) | 1,751,360 | |
Vested (in shares) | (1,821,998) | |
Forfeited (in shares) | (41,217) | |
Ending balance, Nonvested profit interest (in shares) | 3,756,370 | 3,756,370 |
Weighted Average Grant Date Fair Value | ||
Beginning balance, weighted-average grant date fair value | $ 2.72 | |
Granted (in dollars per share) | 6.83 | |
Vested (in dollars per share) | 3.58 | |
Forfeited (in dollars per share) | 5.57 | |
Ending balance, weighted-average grant date fair value | $ 6.67 | $ 6.67 |
Net Income (Loss) per Common _3
Net Income (Loss) per Common Share - Basic and Diluted Net Income (Loss) Per Common Unit (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2021 | Jun. 10, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | ||
Numerator: | |||||||||
Net income (loss) | $ 26,555 | $ (13,566) | $ 12,988 | $ 10,361 | $ (6,992) | $ (5,380) | $ 23,349 | $ (12,372) | |
Less: Net income (loss) attributable to noncontrolling interest | 6,839 | (134) | 6,385 | (393) | |||||
Net income (loss) attributable to common shareholders - basic | 6,149 | (6,858) | 16,964 | (11,979) | |||||
Less: Change in fair value of SAFEs | 2,500 | 0 | 21,600 | 0 | |||||
Net income (loss) attributable to common shareholders - dilutive | $ 3,649 | $ (6,858) | $ (4,636) | $ (11,979) | |||||
Denominator: | |||||||||
Weighted average shares used to compute net income (loss) per unit attributable to common shares - basic (in shares) | [1] | 47,058,489 | 31,139,900 | 39,712,251 | 31,055,003 | ||||
Effect of conversion of SAFEs (in shares) | 5,976,258 | 0 | 6,523,975 | 0 | |||||
Weighted average common shares outstanding - diluted (in shares) | [1] | 63,647,057 | 31,139,900 | 46,236,226 | 31,055,003 | ||||
Earnings Per Unit: | |||||||||
Net income (loss) per share attributable to common shares - basic (in dollars per unit) | $ 0.13 | $ (0.22) | $ 0.43 | $ (0.39) | |||||
Net income (loss) per share attributable to common shares - diluted (in dollars per unit) | $ 0.06 | $ (0.22) | $ (0.10) | $ (0.39) | |||||
Effect of potentially dilutive Phantom Units | |||||||||
Denominator: | |||||||||
Effect of potentially dilutive shares (in shares) | 379,721 | 0 | 0 | 0 | |||||
Unvested Earn-out Shares | |||||||||
Denominator: | |||||||||
Effect of potentially dilutive shares (in shares) | 2,798,003 | 0 | 0 | 0 | |||||
Common Stock Class V | |||||||||
Denominator: | |||||||||
Effect of potentially dilutive Class V common stock (in shares) | 7,434,587 | 0 | 0 | 0 | |||||
[1] | (1) Retroactively restated to give effect to the reverse recapitalization. |
Net Income (Loss) per Common _4
Net Income (Loss) per Common Share - Antidilutive Units Excluded from Computation of Net Loss Per Unit (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potentially antidilutive securities excluded from the calculation of net loss per unit (in shares) | 40,850,000 | 38,831,396 | 78,432,609 | 38,831,396 |
SAFEs | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potentially antidilutive securities excluded from the calculation of net loss per unit (in shares) | 0 | 1,219,951 | 0 | 1,219,951 |
Unvested Class B units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potentially antidilutive securities excluded from the calculation of net loss per unit (in shares) | 0 | 1,123,214 | 2,027,508 | 1,123,214 |
Unvested Phantom units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potentially antidilutive securities excluded from the calculation of net loss per unit (in shares) | 0 | 0 | 1,727,730 | 0 |
Convertible preferred units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potentially antidilutive securities excluded from the calculation of net loss per unit (in shares) | 0 | 35,935,292 | 0 | 35,935,292 |
Warrants to purchase Class G units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potentially antidilutive securities excluded from the calculation of net loss per unit (in shares) | 0 | 267,939 | 0 | 267,939 |
Convertible debt into Class A and preferred units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potentially antidilutive securities excluded from the calculation of net loss per unit (in shares) | 0 | 285,000 | 0 | 285,000 |
Convertible Class V common shares | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potentially antidilutive securities excluded from the calculation of net loss per unit (in shares) | 0 | 0 | 33,827,371 | 0 |
Public Warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potentially antidilutive securities excluded from the calculation of net loss per unit (in shares) | 17,250,000 | 0 | 17,250,000 | 0 |
Private Warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potentially antidilutive securities excluded from the calculation of net loss per unit (in shares) | 10,150,000 | 0 | 10,150,000 | 0 |
Earn-out Shares | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potentially antidilutive securities excluded from the calculation of net loss per unit (in shares) | 10,000,000 | 0 | 10,000,000 | 0 |
Escrow Shares | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potentially antidilutive securities excluded from the calculation of net loss per unit (in shares) | 3,450,000 | 0 | 3,450,000 | 0 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Income Tax Disclosure [Abstract] | ||||
Calculated tax savings (as a percent) | 85.00% | |||
Income tax expense | $ 57 | $ 19 | $ 70 | $ 22 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||||||
May 31, 2021USD ($) | Apr. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Apr. 30, 2020USD ($) | Jan. 31, 2020USD ($) | Jul. 31, 2015USD ($)ft² | Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Oct. 31, 2017 | Oct. 31, 2015 | |
Other Commitments [Line Items] | ||||||||||||
Rent expense | $ 251 | $ 231 | $ 487 | $ 443 | ||||||||
Aliso Viejo headquarters | ||||||||||||
Other Commitments [Line Items] | ||||||||||||
Lease term | 5 years | |||||||||||
Square footage of lease space (in square feet) | ft² | 14,881 | |||||||||||
Security deposit | $ 30 | |||||||||||
Lowest tier of letter of credit | $ 200 | |||||||||||
Scotland Design Center facility | ||||||||||||
Other Commitments [Line Items] | ||||||||||||
Lease term | 5 years | |||||||||||
Monthly rent | $ 19 | |||||||||||
Wuxi sales and design center | ||||||||||||
Other Commitments [Line Items] | ||||||||||||
Lease term | 26 months | |||||||||||
Shanghai lease | ||||||||||||
Other Commitments [Line Items] | ||||||||||||
Monthly rent | $ 3 | |||||||||||
Month-to-month lease | ||||||||||||
Other Commitments [Line Items] | ||||||||||||
Monthly rent | $ 1 | |||||||||||
Budapest, Hungary | ||||||||||||
Other Commitments [Line Items] | ||||||||||||
Lease term | 3 years | |||||||||||
Monthly rent | $ 6 | |||||||||||
Detroit, Michigan | ||||||||||||
Other Commitments [Line Items] | ||||||||||||
Lease term | 7 years | |||||||||||
Monthly rent | $ 22 |
Commitments and Contingencies_2
Commitments and Contingencies - Rent Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Other Commitments [Line Items] | ||||
Rent expense | $ 251 | $ 231 | $ 487 | $ 443 |
Research and development | ||||
Other Commitments [Line Items] | ||||
Rent expense | 202 | 200 | 400 | 370 |
Selling, general, and administrative | ||||
Other Commitments [Line Items] | ||||
Rent expense | $ 49 | $ 31 | $ 87 | $ 73 |
Commitments and Contingencies_3
Commitments and Contingencies - Future Minimum Lease Payments (Details) $ in Thousands | Jun. 30, 2021USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2021 (remaining six months) | $ 483 |
2022 | 1,009 |
2023 | 583 |
2024 | 316 |
2025 | 286 |
Thereafter | 817 |
Total | $ 3,494 |