Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2021 | May 05, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-38703 | |
Entity Registrant Name | VELODYNE LIDAR, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 83-1138508 | |
Entity Address, Address Line One | 5521 Hellyer Avenue | |
Entity Address, City or Town | San Jose | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 95138 | |
City Area Code | 669 | |
Local Phone Number | 275-2251 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 189,685,456 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Entity Central Index Key | 0001745317 | |
Common Stock (Post-Combination) | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Common stock, par value $0.0001 per share | |
Trading Symbol | VLDR | |
Security Exchange Name | NASDAQ | |
Warrant | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants, each exercisable for three-quarters of one share of common stock | |
Trading Symbol | VLDRW | |
Security Exchange Name | NASDAQ |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 155,205 | $ 204,648 |
Short-term investments | 228,408 | 145,636 |
Accounts receivable, net | 13,469 | 13,979 |
Inventories, net | 20,894 | 18,132 |
Prepaid and other current assets | 12,043 | 22,319 |
Total current assets | 430,019 | 404,714 |
Property, plant and equipment, net | 15,541 | 16,805 |
Goodwill | 1,189 | 1,189 |
Intangible assets, net | 531 | 627 |
Contract assets | 10,378 | 8,440 |
Other assets | 19,934 | 937 |
Total assets | 477,592 | 432,712 |
Current liabilities: | ||
Accounts payable | 3,815 | 7,721 |
Accrued expense and other current liabilities | 30,187 | 50,349 |
Contract liabilities | 9,388 | 7,323 |
Total current liabilities | 43,390 | 65,393 |
Long-term tax liabilities | 566 | 569 |
Other long-term liabilities | 41,959 | 25,927 |
Total liabilities | 85,915 | 91,889 |
Commitments and contingencies (Note 15) | ||
Stockholders’ equity: | ||
Preferred stock | 0 | 0 |
Common stock | 19 | 18 |
Additional paid-in capital | 746,824 | 656,717 |
Accumulated other comprehensive loss | (252) | (230) |
Accumulated deficit | (354,914) | (315,682) |
Total stockholders’ equity | 391,677 | 340,823 |
Total liabilities and stockholders’ equity | $ 477,592 | $ 432,712 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Revenue | $ 17,726 | $ 17,031 |
Cost of revenue | 15,808 | 15,429 |
Gross profit | 1,918 | 1,602 |
Operating expenses: | ||
Research and development | 18,378 | 14,527 |
Sales and marketing | 7,075 | 5,299 |
General and administrative | 17,036 | 10,733 |
Restructuring | 0 | 1,046 |
Total operating expenses | 42,489 | 31,605 |
Operating loss | (40,571) | (30,003) |
Interest income | 103 | 112 |
Interest expense | (36) | (6) |
Other expense, net | (17) | (165) |
Loss before income taxes | (40,521) | (30,062) |
Provision for (benefit from) income taxes | 296 | (6,677) |
Net loss | $ (40,817) | $ (23,385) |
Net loss per share: | ||
Basic and diluted (in USD per share) | $ (0.22) | $ (0.17) |
Weighted-average shares used in computing net loss per share: | ||
Basic and diluted (in shares) | 189,222,807 | 137,911,975 |
Product | ||
Revenue | $ 10,593 | $ 16,422 |
Cost of revenue | 15,629 | 15,126 |
License and services | ||
Revenue | 7,133 | 609 |
Cost of revenue | $ 179 | $ 303 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (40,817) | $ (23,385) |
Other comprehensive income (loss), net of tax: | ||
Changes in unrealized gain on available for sale securities | (11) | 0 |
Foreign currency translation adjustments | (11) | (2) |
Total other comprehensive loss, net of tax | (22) | (2) |
Comprehensive loss | $ (40,839) | $ (23,387) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders’ Equity - USD ($) $ in Thousands | Total | As Originally Reported | Retrospective Application of the Recapitalization | Prior Year Adjustment of Warrants | Preferred StockSeries A Convertible Preferred Stock (Pre-Combination) | Preferred StockSeries A Convertible Preferred Stock (Pre-Combination)As Originally Reported | Preferred StockSeries A Convertible Preferred Stock (Pre-Combination)Retrospective Application of the Recapitalization | Preferred StockSeries B Convertible Preferred Stock (Pre-Combination) | Preferred StockSeries B Convertible Preferred Stock (Pre-Combination)As Originally Reported | Preferred StockSeries B Convertible Preferred Stock (Pre-Combination)Retrospective Application of the Recapitalization | Preferred StockSeries B-1 Convertible Preferred Stock (Pre-Combination) | Preferred StockSeries B-1 Convertible Preferred Stock (Pre-Combination)As Originally Reported | Preferred StockSeries B-1 Convertible Preferred Stock (Pre-Combination)Retrospective Application of the Recapitalization | Common Stock (Pre-Combination) | Common Stock (Pre-Combination)As Originally Reported | Common Stock (Pre-Combination)Retrospective Application of the Recapitalization | Common Stock (Post-Combination) | Common Stock (Post-Combination)As Originally Reported | Common Stock (Post-Combination)Retrospective Application of the Recapitalization | Additional Paid in Capital | Additional Paid in CapitalAs Originally Reported | Additional Paid in CapitalRetrospective Application of the Recapitalization | Additional Paid in CapitalPrior Year Adjustment of Warrants | Accumulated Other Comprehensive Loss | Accumulated Other Comprehensive LossAs Originally Reported | Accumulated Other Comprehensive LossRetrospective Application of the Recapitalization | Accumulated Deficit | Accumulated DeficitAs Originally Reported | Accumulated DeficitRetrospective Application of the Recapitalization | Accumulated DeficitPrior Year Adjustment of Warrants |
Balance (in shares) at Dec. 31, 2019 | 0 | 8,772,852 | (8,772,852) | 0 | 1,375,440 | (1,375,440) | 0 | 1,375,440 | (1,375,440) | 0 | 34,252,578 | (34,252,578) | 137,911,975 | 0 | 137,911,975 | |||||||||||||||
Balance at Dec. 31, 2019 | $ 76,246 | $ 76,246 | $ 0 | $ 0 | $ 1 | $ (1) | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 3 | $ (3) | $ 14 | $ 0 | $ 14 | $ 240,464 | $ 240,474 | $ (10) | $ (216) | $ (216) | $ 0 | $ (164,016) | $ (164,016) | $ 0 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||||||||
Share-based compensation | 21 | 21 | ||||||||||||||||||||||||||||
Other comprehensive loss, net of tax | (2) | (2) | ||||||||||||||||||||||||||||
Net loss | (23,385) | (23,385) | ||||||||||||||||||||||||||||
Balance (in shares) at Mar. 31, 2020 | 0 | 0 | 0 | 0 | 137,911,975 | |||||||||||||||||||||||||
Balance at Mar. 31, 2020 | 52,880 | $ 0 | $ 0 | $ 0 | $ 0 | $ 14 | 240,485 | (218) | (187,401) | |||||||||||||||||||||
Balance (in shares) at Dec. 31, 2020 | 0 | 0 | 0 | 0 | 175,912,194 | |||||||||||||||||||||||||
Balance at Dec. 31, 2020 | 340,823 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 18 | 656,717 | $ (1,585) | (230) | (315,682) | $ 1,585 | ||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||||||||
Issuance of common stock under warrant exercises (in shares) | 6,973,882 | |||||||||||||||||||||||||||||
Issuance of common stock under warrant exercises | 80,200 | $ 1 | 80,199 | |||||||||||||||||||||||||||
Issuance of common stock under employee stock award plans, net of taxes (in shares) | 6,798,504 | |||||||||||||||||||||||||||||
Issuance of common stock under employee stock award plans, net of taxes | (37) | $ 0 | (37) | |||||||||||||||||||||||||||
Share-based compensation | 11,530 | 11,530 | ||||||||||||||||||||||||||||
Other comprehensive loss, net of tax | (22) | (22) | ||||||||||||||||||||||||||||
Net loss | (40,817) | (40,817) | ||||||||||||||||||||||||||||
Balance (in shares) at Mar. 31, 2021 | 0 | 0 | 0 | 0 | 189,684,580 | |||||||||||||||||||||||||
Balance at Mar. 31, 2021 | $ 391,677 | $ 0 | $ 0 | $ 0 | $ 0 | $ 19 | $ 746,824 | $ (252) | $ (354,914) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (40,817) | $ (23,385) |
Adjustments to reconcile net loss to cash used in operating activities: | ||
Depreciation and amortization | 2,053 | 2,171 |
Reduction in carrying amount of ROU assets | 787 | 0 |
Stock-based compensation | 11,530 | 21 |
Provision for doubtful accounts | 1,682 | 314 |
Other | 161 | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | (1,172) | 191 |
Inventories, net | (2,762) | (154) |
Prepaid and other current assets | 1,702 | (4,676) |
Contract assets | (2,438) | 0 |
Other assets | (2) | 98 |
Accounts payable | (3,856) | 4,591 |
Accrued expenses and other liabilities | (3,867) | (6,227) |
Contract liabilities | 1,892 | (6,232) |
Net cash used in operating activities | (35,107) | (33,288) |
Cash flows from investing activities: | ||
Purchase of property, plant and equipment | (601) | (829) |
Proceeds from sales of short-term investments | 2,000 | 0 |
Proceeds from maturities of short-term investments | 7,000 | 2,200 |
Purchase of short-term investments | (91,932) | 0 |
Net cash provided by (used in) investing activities | (83,533) | 1,371 |
Cash flows from financing activities: | ||
Payment of transaction costs related to Business Combination | (20,006) | (25) |
Proceeds from warrant exercises | 89,222 | 0 |
Tax withholding payment for vested equity awards | (37) | 0 |
Cash paid for IPO costs | 0 | (634) |
Net cash provided by (used in) financing activities | 69,179 | (659) |
Effect of exchange rate fluctuations on cash and cash equivalents | 18 | (23) |
Net decrease in cash and cash equivalents | (49,443) | (32,599) |
Beginning cash and cash equivalents | 204,648 | 60,004 |
Ending cash and cash equivalents | 155,205 | 27,405 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest | 36 | 6 |
Cash paid for income taxes, net | 333 | 13 |
Cash paid for operating leases included in operating cash flows | 1,119 | 0 |
Supplemental disclosure of noncash investing and financing activities: | ||
Changes in accrued purchases of property, plant and equipment | 105 | 103 |
Assets held for sale reclassification | 0 | 4,746 |
ROU assets obtained in exchange for new operating lease liabilities | 340 | 0 |
Transaction costs included in accrued liabilities | $ 5,000 | $ 592 |
Description of Business and Sum
Description of Business and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Description of Business and Summary of Significant Accounting Policies | Description of Business and Summary of Significant Accounting Policies Description of Business, Background and Nature of Operations Velodyne Lidar, Inc. (the Company, Velodyne or Velodyne Lidar) provides smart vision solutions that are advancing the development of safe automated systems throughout the world. The Company’s technology, which is used in various automotive and non- automotive applications, is empowering the autonomous revolution by allowing machines to see their surroundings in real-time and in 3D. Graf Industrial Corp. (Graf), the Company’s predecessor, was originally incorporated in Delaware as a special purpose acquisition company (SPAC). On September 29, 2020 (the Closing Date), Graf consummated a business combination (the Business Combination) with Velodyne Lidar, Inc. (the pre-combination Velodyne). Immediately upon the consummation of the Business Combination, Graf merged into the pre-combination Velodyne, with the pre-combination Velodyne surviving as a wholly-owned subsidiary of the Company. Graf changed its name to Velodyne Lidar, Inc. and the pre-combination Velodyne changed its name to Velodyne Lidar USA, Inc. On September 30, 2020, Velodyne Lidar’s common stock and warrants began trading on the Nasdaq Global Select Market under the symbol “VLDR” and “VLDRW,” respectively. Unless the context otherwise requires, “we,” “us,” “our,” “Velodyne,” “Velodyne Lidar” and the “Company” refers to Velodyne Lidar Inc., the combined company and its subsidiaries following the Business Combination. Refer to Note 2 for further discussion of the Business Combination. The Company has evaluated how it is organized and managed and has identified only one operating segment. Basis of Presentation The accompanying condensed consolidated financial statements include the accounts of the Company’s wholly-owned subsidiaries, and have been prepared in accordance with generally accepted accounting principles in the United States ( GAAP) for interim financial information. All intercompany transactions and balances have been eliminated in consolidation. The financial information included herein is unaudited, and reflects all adjustments which are, in the opinion of management, of a normal recurring nature and necessary for the fair presentation of the company’s financial position, results of operations, comprehensive loss, cash flows and stockholders’ equity for the interim periods presented, but are not necessarily indicative of the results of operations to be anticipated for any future annual or interim period. These unaudited interim consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and related notes contained in its amended Annual Report on Form 10-K for 2020. The Business Combination is accounted for as a reverse recapitalization as the pre-combination Velodyne was determined to be the accounting acquirer under Financial Accounting Standards Board (FASB)’s Accounting Standards Codification Topic 805, Business Combinations (ASC 805). In connection with the Business Combination, outstanding capital stock of the pre-combination Velodyne was converted into common stock of the Company, par value $0.0001 per share, representing a recapitalization, and the net assets of the Company were acquired at historical cost, with no goodwill or intangible assets recorded. The pre-combination Velodyne was deemed to be the predecessor of the Company, and the consolidated assets and liabilities and results of operations prior to the Closing Date are those of the pre-combination Velodyne. The shares and corresponding capital amounts and net loss per share available to common stockholders, prior to the Business Combination, have been retroactively restated as shares reflecting the exchange ratio established in the Merger Agreement. The number of shares of preferred stock was also retroactively restated in shares reflecting the exchange ratio, and the carrying amounts of preferred stock are based on the fair value of its redemption amount on each reporting date. All preferred stock was converted into shares of the Company’s common stock on the Closing Date. Refer to Note 9, Stockholders’ Equity, and Note 11, Net Loss Per Share, for further discussion of the recapitalization and share adjustments. Liquidity The Company has funded its operations primarily through the Business Combination, PIPE offering, private placements of the pre-combination Velodyne convertible preferred stock and sales to customers. As of March 31, 2021, the Company’s existing sources of liquidity included cash and cash equivalents of $383.6 million and available borrowing capacity of $25.0 million under a revolving credit facility. The Company has incurred losses and negative cash flows from operations. If the Company incurs additional losses in the future, it may need to raise additional capital through issuances of equity and debt. However, management believes that the Company’s existing sources of liquidity are adequate to fund its operations for at least one year from the date the audited consolidated financial statements were available for issuance. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (Securities Act), as modified by the Jumpstart Our Business Startups Act of 2012 (the JOBS Act), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has opted to take advantage of such extended transition period available to emerging growth companies which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Concentration of Risk Financial instruments that subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, short-term investments, and accounts receivable. The Company maintains its cash and cash equivalents, and short-term investments with high-quality financial institutes with investment-grade ratings. A majority of the cash balances are with U.S. banks and are insured to the extent defined by the Federal Deposit Insurance Corporation. The Company’s accounts receivable are derived from customers located both inside and outside the U.S. The Company mitigates its credit risks by performing ongoing credit evaluations of its customers’ financial conditions and requires customer advance payments in certain circumstances. The Company does not require collateral. The Company’s concentration of risk related to accounts receivable and accounts payable was as follows: March 31, December 31, 2021 2020 Number of customers accounted for 10% or more of accounts receivable 2 3 Number of vendors accounted for 10% or more of accounts payable 2 3 Two customers accounted for 45% and 47%, respectively, of the Company’s accounts receivable as of March 31, 2021 and December 31, 2020. One vendor accounted for 32% and 34%, respectively, of accounts payable as of March 31, 2021 and December 31, 2020. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant items subject to such estimates and assumptions include standalone selling price (SSP) for each distinct performance obligation in its customer contracts, total estimated future patents and their corresponding estimated development costs, total estimated costs and related progress towards complete satisfaction of performance obligation in certain services arrangements, allowances for doubtful accounts, inventory reserves, warranty reserves, valuation allowance for deferred tax assets, stock-based compensation, useful lives of property, plant, and equipment and intangible assets, income tax uncertainties, and other loss contingencies. The Company bases its estimates on historical experience and also on assumptions that it believes are reasonable. Actual results could differ from those estimates, and such differences could be material to the Company’s consolidated financial condition and results of operations. Significant Accounting Policies Except for the change in certain policies upon adoption of the accounting standards described below, there have been no material changes to the Company's significant accounting policies, compared to the accounting policies described in Note 1, Description of Business and Summary of Significant Accounting Policies, in Notes to Consolidated Financial Statements in Item 8 of Part II of the Annual Report on Form 10-K for fiscal year 2020. Recently Adopted Accounting Pronouncements In February 2016, the FASB issued Accounting Standards Update (ASU) 2016-02, Leases (Topic 842), which supersedes FASB Accounting Standards Codification Topic 840, Leases (Topic 840), and provides principles for the recognition, measurement, presentation and disclosure of leases for both lessees and lessors. Among its provisions, this standard requires lessees to recognize right-of-use (ROU) assets and lease liabilities on the balance sheets for operating leases, and also requires additional qualitative and quantitative disclosures about lease arrangements. The Company adopted the new standard in the first quarter of 2021 using the modified retrospective method, under which the Company applies Topic 842 to existing and new leases as of January 1, 2021, but prior periods are not restated and continue to be reported under Topic 840 guidance in effect during those periods. Upon adoption, the Company recorded net ROU assets of $19.4 million and lease liabilities of $20.4 million and there were no cumulative effect adjustments as of January 1, 2021. The standard did not have a material effect on the Company’s condensed consolidated statements of operations and the condensed consolidated statement of cash flows. See Note 6. “Leases” for further information. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. This standard simplifies the accounting for income taxes by, among other things, eliminating certain exceptions related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. ASU 2019-12 is effective for public business entities for fiscal years beginning after December 15, 2020, with early adoption permitted. Upon adoption, the Company must apply certain aspects of this standard retrospectively for all periods presented while other aspects are applied on a modified retrospective basis through a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year of adoption. The Company adopted the new standard on January 1, 2021. The adoption of this new standard did not have a significant effect on our consolidated financial statements. Leases The Company determines if an arrangement is a lease at inception. The Company evaluates classification of leases at commencement and, as necessary, at modification. As of March 31, 2021, all leases are classified as operating leases except for certain immaterial equipment finance leases. Operating leases, consisting primarily office leases, are included in operating lease ROU assets, other current liabilities, and operating lease liabilities on the Company's Condensed Consolidated Balance Sheets. ROU assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized on the commencement date based on the present value of lease payments over the lease term. The operating lease ROU asset also includes any lease payments made prior to lease commencement and excludes lease incentives. Variable lease payments not dependent on an index or a rate, are expensed as incurred and are not included within the ROU asset and lease liability calculation. Variable lease payments primarily include reimbursements of costs incurred by lessors for common area maintenance and utilities. The Company's lease terms are the noncancelable period, including any rent-free periods provided by the lessor, and include options to extend or terminate the lease when it is reasonably certain that it will exercise that option. At lease inception, and in subsequent periods as necessary, the Company estimates the lease term based on its assessment of extension and termination options that are reasonably certain to be exercised. As the Company's leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on information available at the commencement date in determining the present value of lease payments over the |
Business Combination and Relate
Business Combination and Related Transactions | 3 Months Ended |
Mar. 31, 2021 | |
Business Combinations [Abstract] | |
Business Combination and Related Transactions | Business Combination and Related Transactions On September 29, 2020, the Company consummated a business combination with the pre-combination Velodyne. Pursuant to ASC 805, for financial accounting and reporting purposes, the pre-combination Velodyne was deemed the accounting acquirer and the Company was treated as the accounting acquiree, and the Business Combination was accounted for as a reverse recapitalization. Accordingly, the Business Combination was treated as the equivalent of the pre-combination Velodyne issuing stock for the net assets of Graf, accompanied by a recapitalization. Under this method of accounting, the consolidated financial statements of the Company are the historical financial statements of the pre-combination Velodyne. The net assets of Graf were stated at historical costs, with no goodwill or other intangible assets recorded, and are consolidated with the pre-combination Velodyne's financial statements on the Closing date. The shares and net income (loss) per share available to holders of the Company’s common stock, prior to the Business Combination, have been retroactively restated as shares reflecting the exchange ratio established in the Merger Agreement. In connection with the Business Combination, Graf entered into subscription agreements with certain investors (the PIPE Investors), whereby it issued 15,000,000 shares of common stock at $10.00 per share (the Private Placement Shares) for an aggregate purchase price of $150.0 million (the Private Placement), which closed simultaneously with the consummation of the Business Combination. Upon the closing of the Business Combination, the Private Placement Shares were automatically converted into shares of the Company's common stock on a one-for-one basis. The aggregate consideration for the Business Combination and proceeds from the Private Placement was approximately $1.8 billion, consisting of (i) $222.1 million in cash at the closing of the Business Combination, net of transaction expenses, and (ii) 150,277,532 shares of common stock valued at $10.25 per share, totaling $1,540.3 million. The common stock consideration consists of up to (1) 143,575,763 shares of Company common stock, including shares issuable in respect of vested equity awards of the pre-combination Velodyne, plus (2) 2,000,000 shares of Company common stock earned due to the satisfaction of the Earnout Condition on July 30, 2020, including 187,861 Earnout RSUs, which are subject to a six-month service condition and are not legally issued and outstanding shares of Company common stock at Closing, plus (3) 4,702,304 shares of Company common stock that were issued to Velodyne equity holders that did not opt to have their respective shares repurchased by the pre-combination Velodyne for cash in a pre-closing tender offer conducted by the pre-combination Velodyne (the Pre-Closing Tender Offer). The Company used $1.8 million of the proceeds to repurchase and retire 175,744 shares of Company common stock from certain stockholders in the Pre-Closing Tender Offer. |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue Disaggregation of Revenues The Company disaggregates its revenue from contracts with customers by geographic region based on the shipping location of the customer, type of good or service and timing of transfer of goods or services to customers (point-in-time or over time), as it believes it best depicts how the nature, amount, timing and uncertainty of its revenue and cash flows are affected by economic factors. Total revenue based on the disaggregation criteria described above is as follows (dollar in thousands): Three Months Ended March 31, 2021 2020 % of Revenue % of Revenue Revenue Revenue Revenue by geography: North America $ 5,044 28 % $ 9,253 54 % Asia Pacific 9,506 54 % 5,624 33 % Europe, Middle East and Africa 3,176 18 % 2,154 13 % Total $ 17,726 100 % $ 17,031 100 % Revenue by products and services: Products $ 10,593 60 % $ 16,422 96 % License and services 7,133 40 % 609 4 % Total $ 17,726 100 % $ 17,031 100 % Revenue by timing of recognition: Goods transferred at a point in time $ 16,670 94 % $ 16,724 98 % Goods and services transferred over time 1,056 6 % 307 2 % Total $ 17,726 100 % $ 17,031 100 % In June 2020, the Company entered into a patent cross-license agreement related to its litigation settlement with a customer in Asia Pacific. Under the terms of the arrangement, the customer agreed to make a one-time license payment upon settlement, will make annual fixed royalty payments through 2023, and thereafter, will make product sales royalty payments through February 2030. In September 2020, Velodyne entered into another patent cross-license agreement related to its litigation with a different customer in Asia Pacific. The Company recorded license revenue of $6.4 million related to these patent cross-license agreements for the three months ended March 31, 2021. As of March 31, 2021 and December 31, 2020, the Company recorded $3.6 million and $3.4 million, respectively, in current deferred revenue, and $13.9 million and $13.7 million, respectively, in long-term deferred revenue associated with the rights granted as part of these patent cross-license agreements to receive future patents as they represent stand ready obligations. As of March 31, 2021 and December 31, 2020, the Company also recorded $13.7 million and $11.3 million, respectively, of contract assets related to these patent cross-license agreements. Contract Assets and Contract Liabilities Contract assets primarily relates to unbilled accounts receivable. Unbilled amounts arise when the timing of billing differs from the timing of revenue recognized, such as when revenue recognized on the guaranteed minimums at the inception of the contract when there is not yet a right to invoice in accordance with contract terms. Unbilled amounts are recorded as a contract asset when the revenue associated with the contract is recognized prior to billing and reclassified to accounts receivable when billed in accordance with the terms of the contract. Contract liabilities consist of deferred revenue, customer advanced payments and customer deposits. Deferred revenue includes billings in excess of revenue recognized related to product sales, licenses, extended warranty and other services revenue, and is recognized as revenue when the Company performs under the contract. The long-term portion of deferred revenue, mostly related to obligations under license arrangements and extended warranty, is classified as non-current contract liabilities and is included in other long-term liabilities in the Company’s consolidated balance sheets. Customer advanced payments represent required customer payments in advance of product shipments according to customer’s payment term. Customer advance payments are recognized as revenue when control of the performance obligation is transferred to the customer. Customer deposits represent consideration received from a customer which can be applied to future product or service purchases, or refunded. Contract assets and contract liabilities consisted of the following as of March 31, 2021 and December 31, 2020 (in thousands): March 31, December 31, 2021 2020 Contract assets, current Unbilled accounts receivable $ 3,313 $ 2,813 Contract assets, long-term Unbilled accounts receivable 10,378 8,440 Total contract assets $ 13,691 $ 11,253 Contract liabilities, current Deferred revenue, current $ 8,904 $ 7,143 Customer advance payment 484 180 Customer deposit — — Total 9,388 7,323 Contract liabilities, long-term Deferred revenue, long-term 14,560 14,732 Total contract liabilities $ 23,948 $ 22,055 The following table shows the significant changes in contract assets and contract liabilities balances (in thousands): Three Months Ended March 31, 2021 2020 Contract assets: Beginning balance $ 11,253 $ — Transferred to receivables from contract assets recognized at the beginning of the period (2,813) — Increase due to unbilled and recognized as revenue in excess of billings during the period, net of amounts transferred to receivables 5,251 — Ending balance $ 13,691 $ — Contract liabilities: Beginning balance $ 22,055 $ 19,164 Revenue recognized that was included in the contract liabilities beginning balance (1,434) (561) Increase due to cash received and not recognized as revenue and billings in excess of revenue recognized during the period 3,327 412 Customer deposits reclassified to refund liabilities — (6,083) Ending balance $ 23,948 $ 12,932 During the three months ended March 31, 2020, the Company reclassified customer deposit of $6.1 million to refund liabilities and refunded the entire amount to a customer. |
Fair Value Measurement
Fair Value Measurement | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | Fair Value Measurement The Company categorizes assets and liabilities recorded at fair value on the consolidated balance sheet based on the level of judgment associated with inputs used to measure their fair value. For assets and liabilities measured at fair value, fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining fair value, the Company considers the principal or most advantageous market in which the Company would transact, and the Company considers assumptions that market participants would use when pricing the asset or liability. The three levels of inputs that may be used to measure fair value are: • Level 1 — Quoted prices in active markets for identical assets or liabilities. • Level 2 — Observable inputs other than Level 1 prices, such as quoted prices for similar assets and liabilities in active markets or quoted prices in less active market. All significant inputs used in the valuations are observable or can be directly or indirectly through market corroboration, for substantially the full term of the assets or liabilities. • Level 3 — Unobservable inputs are based on assumptions used to measure assets and liabilities at fair value. The inputs require significant management judgment or estimation. The Company monitors and review the inputs to ensure the fair value measurements are reasonable and consistent with market experience in similar asset classes. The following table summarize the Company’s assets measured at fair value on a recurring basis, by level, within the fair value hierarchy (in thousands): March 31, 2021 Level 1 Level 2 Level 3 Total Cash equivalents: Money market fund $ 56,101 $ — $ — $ 56,101 Commercial paper — 1,400 — 1,400 Total cash equivalents 56,101 1,400 — 57,501 Short-term investments: Commercial paper — 174,039 — 174,039 Corporate debt securities — 54,369 — 54,369 Total short-term investments — 228,408 — 228,408 Total assets measured at fair value $ 56,101 $ 229,808 $ — $ 285,909 December 31, 2020 Level 1 Level 2 Level 3 Total Cash equivalents: Money market fund $ 74,107 $ — $ — $ 74,107 Treasury bill and U.S. government and agency securities 19,999 — — 19,999 Corporate debt securities — 2,003 — 2,003 Commercial paper — 33,295 — 33,295 Total cash equivalents 94,106 35,298 — 129,404 Short-term investments: Commercial paper — 122,265 — 122,265 Corporate debt securities — 23,371 — 23,371 Total short-term investments — 145,636 — 145,636 Total assets measured at fair value $ 94,106 $ 180,934 $ — $ 275,040 Cash equivalents consist primarily of money market funds with original maturities of three months or less at the time of purchase, and the carrying amount is a reasonable estimate of fair value. Short-term investments represent highly liquid commercial paper and corporate debt securities with maturities greater than 90 days at the date of purchase. Marketable securities with maturities greater than one year are classified as current assets because management considers all marketable securities to be available for current operations. |
Balance Sheet Components
Balance Sheet Components | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Balance Sheet Components | Balance Sheet Components Accounts Receivables, Net Accounts receivables, net consist of the following (in thousands): March 31, December 31, 2021 2020 Accounts receivable $ 16,027 $ 14,855 Allowance for doubtful accounts (2,558) (876) Accounts receivable, net $ 13,469 $ 13,979 Inventories, Net Inventories, net of reserve, consist of the following (in thousands): March 31, December 31, 2021 2020 Raw materials $ 6,927 $ 6,876 Work-in-process 2,735 4,347 Finished goods 11,232 6,909 Total inventories $ 20,894 $ 18,132 Prepaid and Other Current Assets Prepaid and other current assets consist of the following (in thousands): March 31, December 31, 2021 2020 Prepaid expenses and deposits $ 4,912 $ 5,698 Due from contract manufacturers and vendors 2,468 2,944 Prepaid taxes 957 1,612 Contract assets 3,313 2,813 Receivable from warrant exercises — 9,074 Other 393 178 Total prepaid and other current assets $ 12,043 $ 22,319 Property, Plant and Equipment, Net Property, plant and equipment, at cost, consist of the following (in thousands): March 31, December 31, 2021 2020 Machinery and equipment $ 33,023 $ 32,688 Leasehold improvements 5,806 5,905 Furniture and fixtures 1,481 1,479 Vehicles 360 360 Software 1,357 1,357 Assets under construction 919 641 42,946 42,430 Less: accumulated depreciation and amortization (27,405) (25,625) Property, plant and equipment, net $ 15,541 $ 16,805 Finance lease equipment $ 888 $ 888 Less: accumulated depreciation (425) (381) Finance lease equipment, net $ 463 $ 507 The aggregate depreciation and amortization related to property, plant and equipment was as follows (in thousands): Three Months Ended March 31, 2021 2020 Depreciation and amortization on property, plant and equipment $ 1,957 $ 2,075 Depreciation on finance lease equipment 44 44 Intangible Assets, Net Intangible assets, net, consist of the following (in thousands): Gross Carrying Amount Accumulated Amortization Net Book Value As of March 31, 2021: Developed technology $ 1,200 $ 669 $ 531 As of December 31, 2020: Developed technology $ 1,200 $ 573 $ 627 Amortization of intangible assets is as follows (in thousands): Three Months Ended March 31, 2021 2020 Amortization of intangible assets $ 96 $ 96 Other Assets Other assets, non-current, consist of the following (in thousands): March 31, December 31, 2021 2020 Operating lease ROU assets $ 18,993 $ — Other 941 937 Total other assets $ 19,934 $ 937 Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following (in thousands): March 31, December 31, 2021 2020 Accrued payroll expenses $ 7,162 $ 11,877 Accrued manufacturing costs 8,219 8,003 Accrued transaction costs 5,000 25,057 Accrued professional and consulting fees 3,228 965 Accrued warranty costs 1,592 2,204 Accrued taxes 1,002 1,074 Lease liabilities 2,956 — Other 1,028 1,169 Total accrued expense and other current liabilities $ 30,187 $ 50,349 Long-Term Liabilities Long-term liabilities consisted of the following (in thousands): March 31, December 31, 2021 2020 PPP Loan $ 10,000 $ 10,000 Contract liabilities, long-term 14,560 14,732 Lease liabilities, long-term 16,984 — Other 415 1,195 Total long-term liabilities $ 41,959 $ 25,927 |
Leases
Leases | 3 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Leases | Leases The Company leases real estate, equipment and automobiles in the U.S. and internationally. The Company leases office facilities under non-cancelable operating leases that expire on various dates through December 2027, including office and manufacturing space in San Jose, California used as its corporate headquarters. The lessor entity is owned by one of the Company’s former officers. Please see Note 17, Related Party Transactions. The leases do not contain any material residual value guarantees or restrictive covenants. Lease cost, which consisted primarily of operating lease cost, was $1.1 million for the three months ended March 31, 2021. Under ASC 840, the previous lease standard, total rent expense under operating leases during the three months ended March 31, 2020 was $1.1 million. Other information related to leases were as follows (in thousands, except years and percentages): Three Months Ended March 31, 2021 Supplemental cash flow information: Cash paid for operating leases included in operating cash flows $ 1,119 ROU assets obtained in exchange for new operating lease liabilities $ 340 March 31, 2021 Supplemental balance sheet information: Other assets $ 18,993 Total operating ROU assets $ 18,993 Other current liabilities $ 2,956 Other long-term liabilities 16,984 Total lease liabilities $ 19,940 Weighted average remaining lease term (years) 6.48 Weighted average discount rate 6.35 % As of March 31, 2021, maturities of lease liabilities were as follows: Years Ending December 31, Finance Leases Operating Leases 2021 (remaining nine months) $ 145 $ 3,153 2022 14 3,463 2023 — 3,358 2024 — 3,459 2025 — 3,563 Thereafter — 7,450 Total lease payments 159 $ 24,446 Less amount representing interest (4) (4,506) Present value of lease liabilities $ 155 $ 19,940 |
Leases | Leases The Company leases real estate, equipment and automobiles in the U.S. and internationally. The Company leases office facilities under non-cancelable operating leases that expire on various dates through December 2027, including office and manufacturing space in San Jose, California used as its corporate headquarters. The lessor entity is owned by one of the Company’s former officers. Please see Note 17, Related Party Transactions. The leases do not contain any material residual value guarantees or restrictive covenants. Lease cost, which consisted primarily of operating lease cost, was $1.1 million for the three months ended March 31, 2021. Under ASC 840, the previous lease standard, total rent expense under operating leases during the three months ended March 31, 2020 was $1.1 million. Other information related to leases were as follows (in thousands, except years and percentages): Three Months Ended March 31, 2021 Supplemental cash flow information: Cash paid for operating leases included in operating cash flows $ 1,119 ROU assets obtained in exchange for new operating lease liabilities $ 340 March 31, 2021 Supplemental balance sheet information: Other assets $ 18,993 Total operating ROU assets $ 18,993 Other current liabilities $ 2,956 Other long-term liabilities 16,984 Total lease liabilities $ 19,940 Weighted average remaining lease term (years) 6.48 Weighted average discount rate 6.35 % As of March 31, 2021, maturities of lease liabilities were as follows: Years Ending December 31, Finance Leases Operating Leases 2021 (remaining nine months) $ 145 $ 3,153 2022 14 3,463 2023 — 3,358 2024 — 3,459 2025 — 3,563 Thereafter — 7,450 Total lease payments 159 $ 24,446 Less amount representing interest (4) (4,506) Present value of lease liabilities $ 155 $ 19,940 |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Loss | Accumulated Other Comprehensive Loss Accumulated other comprehensive loss was comprised of the following as of March 31, 2021 and December 31, 2020 (in thousands): March 31, December 31, 2021 2020 Foreign currency translation loss $ (181) $ (170) Unrealized loss on investments (71) (60) Total accumulated other comprehensive loss $ (252) $ (230) During the three months ended March 31, 2021 and March 31, 2020, there were no significant amounts related to foreign currency translation loss or realized gains or loss on investments reclassified to net loss from accumulated other comprehensive loss. Common Stock As of March 31, 2021, the Company had 189,684,580 shares of common stock outstanding, which excludes 4,183,624 restricted stock award (RSA) shares issued and outstanding that are subject to certain lock-up and forfeiture arrangements. The following summarizes the Company’s common stock outstanding as of March 31, 2021: Shares % Converted pre-combination Velodyne common stock outstanding, net of shares repurchased as part of the tender offer 101,849,247 53.7 % Converted pre-combination Velodyne preferred stock outstanding 24,772,759 13.1 % Public stockholders 53,489,070 28.1 % Graf Founder shares 2,575,000 1.4 % PIPE shares 200,000 0.1 % Common shares issued under employee stock award plans 6,798,504 3.6 % Total common stock issued and outstanding as of March 31, 2021 189,684,580 100.0 % Preferred Stock The Company is authorized to issue up to 25,000,000 shares of preferred stock, each with a par value of $0.0001 per share. As of March 31, 2021, no shares of preferred stock were issued and outstanding. Warrants Upon the closing of the Business Combination, there were 24,876,512 outstanding warrants to purchase shares of the Company’s common stock that were issued by Graf prior to the Business Combination. Each whole warrant entitles the holder to purchase three-quarters of one share of the Company’s common stock at a price of $11.50 per share, subject to adjustments. The warrants are exercisable at any time commencing 30 days after the completion of the Business Combination and expire five years after the completion of the Business Combination. The Company may redeem the outstanding warrants in whole and not in part at a price of $0.01 per warrant at any time after they become exercisable, provided that the last sale price of the Company’s common stock equals or exceeds $18.00 per share, subject to adjustments, for any 20-trading days within a 30-trading day period ending three business days prior to the date on which the Company sends the notice of redemption to the warrant holders. In connection with the Business Combination, on October 19, 2020, the Company registered the issuance of an aggregate of up to 18,657,384 shares of its common stock that are issuable upon the exercise of its warrants including up to 375,000 shares of its common stock issuable upon exercise of its working capital warrants issued to Graf LLC. The exercise price of the warrants is $11.50 per share. The following summarizes the Company’s common stock issuance related to the warrant exercises: March 31, 2021 December 31, 2020 Warrants outstanding upon Closing 24,876,512 24,876,512 Warrants exercised to date 18,897,070 9,598,538 Warrants outstanding 5,979,442 15,277,974 Aggregated common shares issuable upon exercise of warrants 18,657,384 18,657,384 Common shares issued upon exercise of warrants 14,172,780 7,198,898 Remaining common shares issuable upon exercise of warrants 4,484,604 11,458,486 On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the Securities and Exchange Commission (the SEC) issued a statement regarding accounting and reporting considerations for warrants issued by SPACs. In light of the issues raised by the SEC, the Company re-evaluated its accounting position for the warrants and concluded that certain warrants should have been classified as a liability measured at fair value for the 30-day period from September 29, 2020 to October 29, 2020. Accounting for these warrants as a liability instead of equity would have reduced non-operating expense and net loss by $1.6 million for the year ended December 31, 2020. Additionally, a corresponding $1.6 million adjustment would have been made to reduce its accumulated deficit with an offsetting adjustment to additional paid in capital in its equity accounts at December 31, 2020. Accounting for these warrants as a liability instead of equity would not have any effect on Velodyne’s previously reported revenues, assets, liabilities, total equity, or cash flows for the year ended December 31, 2020. Velodyne has concluded the effects of accounting for the warrants as a liability instead of equity were immaterial to the previously issued financial statements. The Company has made an immaterial adjustment to its equity accounts for the effects of the accounting for the warrants in its condensed consolidated statement of stockholders’ equity and balance sheet at March 31, 2021 by decreasing its accumulated deficit by $1.6 million with an offsetting decrease to its additional paid in capital. Dividends |
Credit Facilities and Notes Pay
Credit Facilities and Notes Payable | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Credit Facilities and Notes Payable | Credit Facilities and Notes Payable In January 2020, the Company entered into a loan and security agreement with a financial institution (the 2020 Revolving Line), as amended in September 2020, December 2020 and March 2021, which provides a revolving line of credit of $25.0 million, with an option to increase the credit limit up to additional $15.0 million with the bank’s approval. As part of the Revolving Line, there is a letters of credit sub-limit of $5.0 million. The advances under the Revolving Line bear interest at a rate per annum equal to prime rate plus an applicable margin of 1.5% for prime rate advances, or LIBOR rate plus an applicable margin of 2.5% for LIBOR advances. Unused revolving line facility fee is 0.15% per annum of average unused portion of the Revolving Line. In addition, there is a $50,000 non-refundable commitment fee if the Company exercises the Incremental Revolving Line option. The Revolving Line is secured by certain assets of the Company. The 2020 Revolving Line expired on February 27, 2021 and was extended to February 26, 2022. The Company had no outstanding borrowings and was in compliance with the financial covenants associated with the facility as of March 31, 2021. On April 8, 2020, the Company received loan proceeds of $10.0 million under the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) Paycheck Protection Program (PPP). The principal and accrued interest are forgivable after 24 weeks as long as the borrower uses the loan proceeds for eligible purposes, including payroll, benefits, rent and utilities, and maintains its payroll levels and that approval is received from the relevant government entity. The unforgiven portion of the PPP loan is payable in two years at an interest rate of 1% per annum, with a deferral of interest payments for ten months after the expiration of the 24-week covered period. The PPP loan balance of $10.0 million was included in other long-term liabilities in the Company’s consolidated balance sheet as of March 31, 2021. |
Stockholders_ Equity
Stockholders’ Equity | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Stockholders' Equity | Accumulated Other Comprehensive Loss Accumulated other comprehensive loss was comprised of the following as of March 31, 2021 and December 31, 2020 (in thousands): March 31, December 31, 2021 2020 Foreign currency translation loss $ (181) $ (170) Unrealized loss on investments (71) (60) Total accumulated other comprehensive loss $ (252) $ (230) During the three months ended March 31, 2021 and March 31, 2020, there were no significant amounts related to foreign currency translation loss or realized gains or loss on investments reclassified to net loss from accumulated other comprehensive loss. Common Stock As of March 31, 2021, the Company had 189,684,580 shares of common stock outstanding, which excludes 4,183,624 restricted stock award (RSA) shares issued and outstanding that are subject to certain lock-up and forfeiture arrangements. The following summarizes the Company’s common stock outstanding as of March 31, 2021: Shares % Converted pre-combination Velodyne common stock outstanding, net of shares repurchased as part of the tender offer 101,849,247 53.7 % Converted pre-combination Velodyne preferred stock outstanding 24,772,759 13.1 % Public stockholders 53,489,070 28.1 % Graf Founder shares 2,575,000 1.4 % PIPE shares 200,000 0.1 % Common shares issued under employee stock award plans 6,798,504 3.6 % Total common stock issued and outstanding as of March 31, 2021 189,684,580 100.0 % Preferred Stock The Company is authorized to issue up to 25,000,000 shares of preferred stock, each with a par value of $0.0001 per share. As of March 31, 2021, no shares of preferred stock were issued and outstanding. Warrants Upon the closing of the Business Combination, there were 24,876,512 outstanding warrants to purchase shares of the Company’s common stock that were issued by Graf prior to the Business Combination. Each whole warrant entitles the holder to purchase three-quarters of one share of the Company’s common stock at a price of $11.50 per share, subject to adjustments. The warrants are exercisable at any time commencing 30 days after the completion of the Business Combination and expire five years after the completion of the Business Combination. The Company may redeem the outstanding warrants in whole and not in part at a price of $0.01 per warrant at any time after they become exercisable, provided that the last sale price of the Company’s common stock equals or exceeds $18.00 per share, subject to adjustments, for any 20-trading days within a 30-trading day period ending three business days prior to the date on which the Company sends the notice of redemption to the warrant holders. In connection with the Business Combination, on October 19, 2020, the Company registered the issuance of an aggregate of up to 18,657,384 shares of its common stock that are issuable upon the exercise of its warrants including up to 375,000 shares of its common stock issuable upon exercise of its working capital warrants issued to Graf LLC. The exercise price of the warrants is $11.50 per share. The following summarizes the Company’s common stock issuance related to the warrant exercises: March 31, 2021 December 31, 2020 Warrants outstanding upon Closing 24,876,512 24,876,512 Warrants exercised to date 18,897,070 9,598,538 Warrants outstanding 5,979,442 15,277,974 Aggregated common shares issuable upon exercise of warrants 18,657,384 18,657,384 Common shares issued upon exercise of warrants 14,172,780 7,198,898 Remaining common shares issuable upon exercise of warrants 4,484,604 11,458,486 On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the Securities and Exchange Commission (the SEC) issued a statement regarding accounting and reporting considerations for warrants issued by SPACs. In light of the issues raised by the SEC, the Company re-evaluated its accounting position for the warrants and concluded that certain warrants should have been classified as a liability measured at fair value for the 30-day period from September 29, 2020 to October 29, 2020. Accounting for these warrants as a liability instead of equity would have reduced non-operating expense and net loss by $1.6 million for the year ended December 31, 2020. Additionally, a corresponding $1.6 million adjustment would have been made to reduce its accumulated deficit with an offsetting adjustment to additional paid in capital in its equity accounts at December 31, 2020. Accounting for these warrants as a liability instead of equity would not have any effect on Velodyne’s previously reported revenues, assets, liabilities, total equity, or cash flows for the year ended December 31, 2020. Velodyne has concluded the effects of accounting for the warrants as a liability instead of equity were immaterial to the previously issued financial statements. The Company has made an immaterial adjustment to its equity accounts for the effects of the accounting for the warrants in its condensed consolidated statement of stockholders’ equity and balance sheet at March 31, 2021 by decreasing its accumulated deficit by $1.6 million with an offsetting decrease to its additional paid in capital. Dividends |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation 2020 Equity Incentive Plans In connection with the Business Combination, on September 29, 2020, the Company's stockholders approved the 2020 Equity Plan and the 2020 Employee Stock Purchase Plan (the 2020 ESPP). The 2020 Equity Plan provides for the grant of stock options, stock appreciation rights, restricted stock units (RSUs) and other stock or cash-based awards. The Company initially reserved 27,733,888, approximately 16% of the number of shares of its common stock outstanding upon the Closing, as the “Initial Limit” for the issuance of awards under the 2020 Equity Plan. The number of shares reserved and available for issuance under the plan will automatically increase each January 1, beginning on January 1, 2021 and ending on (and including) January 1, 2030, by a number equal to the least of (a) 5% of the total number of Common Shares actually issued and outstanding on the last day of the preceding fiscal year, (b) 10,000,000 Common Shares, or (c) a number of Common Shares determined by the Board. This limit is subject to adjustment in the event of a stock split, stock dividend or other change in the Company’s capitalization. The number of shares reserved was 36,738,678 and the remaining shares available for issuance under the 2020 Equity Plan was 18,036,298 as of March 31, 2021. Under the 2020 ESPP, there are initially 3,492,097 authorized but unissued or reacquired shares of common stock reserved for issuance, plus an additional number of shares to be reserved annually on the first day of each fiscal year for a period of not more than 20 years, beginning on January 1, 2021, in an amount equal to the least of (i) one percent (1%) of the outstanding shares of our common stock on such date, (ii) 2,500,000 shares of our common stock or (iii) a lesser amount determined by the Compensation Committee or the Board. The number of shares reserved and available for issuance under the ESPP was 5,293,055 as of March 31, 2021. The Board has approved the sell-to-cover method as the tax withholding method for stock awards upon settlement, pursuant to which shares with a market value equivalent to the tax withholding obligation are sold on behalf of the holder of the awards to cover the tax withholding liability and the cash proceeds from such sales are remitted by the Company to taxing authorities. Stock Incentive Awards As of March 31, 2021, the Company has certain equity incentive awards outstanding, which include stock options, RSAs and RSUs under its 2020 Stock Plan. In the three months ended March 31, 2021, the Company granted RSUs to certain employees and directors pursuant to its 2020 Stock Plan. The RSUs are subject to time-based vesting criteria and vest on a quarterly basis over a four-year period, or 25 percent upon the one-year anniversary date from initial vesting date, with the remainder vesting quarterly over the following three years. A summary of stock option activities is as follows: Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life Aggregate Intrinsic Value (Years) (In thousands) Option: Options outstanding as of December 31, 2020 597,354 5.86 Granted — Options outstanding as of March 31, 2021 597,354 5.86 7.05 $ 3,311 Options exercisable as of March 31, 2021 285,211 5.99 4.74 1,542 Options vested and expected to vest as of March 31, 2021 597,354 5.86 7.05 3,311 A summary of RSA and RSU activities is as follows: Shares Weighted Average Grant Date Fair Value per Share RSA: RSAs outstanding as of December 31, 2020 4,183,624 $1.37 Forfeited — RSAs outstanding as of March 31, 2021 4,183,624 $1.37 RSU: RSUs outstanding as of December 31, 2020 11,983,636 $12.43 Granted 1,372,632 $12.58 Released (6,801,635) $12.23 Forfeited (533,418) $12.23 RSUs outstanding as of March 31, 2021 6,021,215 $12.31 PRSU: PRSUs outstanding as of December 31, 2020 1,101,683 $6.72 Granted — PRSUs outstanding as of March 31, 2021 1,101,683 $6.72 The Company uses primarily the sell-to-cover method as the tax withholding method for stock awards upon settlement, pursuant to which shares with a market value equivalent to the tax withholding obligation are sold on behalf of the holder of the awards to cover the tax withholding liability and the cash proceeds from such sales are remitted by the Company to taxing authorities. Stock-Based Compensation Expense The following table presents stock-based compensation expense included in the Company’s consolidated statements of operations (in thousands): Three Months Ended March 31, 2021 2020 Cost of revenue $ 536 $ — Research and development 4,910 21 Sales and marketing 1,986 — General and administrative 4,098 — Total stock-based compensation expense $ 11,530 $ 21 |
Net Loss Per Share
Net Loss Per Share | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Net Loss Per Share Pursuant to the Amended and Restated Certificate of Incorporation and as a result of the Business Combination and reverse recapitalization, the Company has retrospectively adjusted the weighted average shares outstanding prior to September 29, 2020 to give effect to the exchange ratio used to determine the number of shares of common stock into which the pre-combination Velodyne common and preferred stock converted. Basic net income (loss) per share is computed based on the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per share is computed based on the weighted average number of common shares outstanding plus the effect of dilutive potential common shares outstanding during the period using the treasury stock method. During the periods when there is a net loss, potentially dilutive common stock equivalents have been excluded from the calculation of diluted net loss per share as their effect is anti-dilutive. Warrants to purchase 24,876,512 shares of common stock at $11.50 per share were issued during Graf’s initial public offering. As of March 31, 2021, there were 18,897,070 warrants exercised and 14,172,780 shares of common stocks issued under warrant exercises. The 5,979,442 outstanding warrants were excluded from the basic and diluted net loss per share as they were anti-dilutive given the Company had a net loss for all periods presented. The following common stock equivalents have also been excluded from the computation of diluted net loss per share for the periods presented because including them would have been antidilutive (in thousands): Three Months Ended March 31, 2021 2020 Stock options 597 157 RSAs 4,184 4,184 RSUs (non-vested) 6,050 9,120 Total 10,831 13,461 |
Retirement Plan
Retirement Plan | 3 Months Ended |
Mar. 31, 2021 | |
Retirement Benefits [Abstract] | |
Retirement Plan | Retirement PlanThe Company has a 401(k) savings and profit-sharing plan (the 401(k) Plan), which is intended to be a tax-qualified defined contribution plan that covers all eligible employees, as defined in the applicable plan documents. Under the 401(k) Plan, eligible employees may elect salary deferral contributions, not to exceed limitations established annually by the Internal Revenue Service (IRS). The Company matches 25% of employees’ eligible contributions. The Company’s matching contributions were $0.2 million and $0.3 million, respectively, for the three months ended March 31, 2021 and March 31, 2020. |
Restructuring
Restructuring | 3 Months Ended |
Mar. 31, 2021 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | Restructuring In March 2020, the Company initiated a restructuring plan to downsize the manufacturing function and related engineering and administrative functions in its California locations. The purposes of this plan are to align resource requirements with the Company’s initiatives to lower the Company’s cost structure and to increase its production capacity by outsourcing a majority of its manufacturing activities. The Company’s restructuring expenses incurred primarily related to employee termination costs. The Company incurred restructuring costs of $1.0 million for the three months ended March 31, 2020. The restructuring plan was completed in 2020. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The following table summarizes the Company's loss before income taxes and provision for (benefit from) income taxes (in thousands): Three Months Ended 2021 2020 Loss before income taxes $ (40,521) $ (30,062) Provision for (benefit from) income taxes 296 (6,677) Effective tax rate (0.7) % 22.2 % The quarterly income tax provision reflects an estimate of the corresponding year’s annual effective tax rate and includes, when applicable, adjustments for discrete items. The tax provision for the periods presented primarily relates to income taxes of non-U.S. operations as the U.S. operations were in a loss position and the Company maintains a full valuation allowance against its U.S. deferred tax assets. The Company is subject to income taxes in the United States, China and Germany. The Company’s effective tax rate changed from 22.2% in the three months ended March 31, 2020 to (0.7)% in the three months ended March 31, 2021. This change was primarily due to the $6.7 million tax benefit related to the release of a valuation allowance associated with carrying back a portion of our 2019 net operating losses to 2017 that is allowed by the CARES Act. Enacted on March 27, 2020, the CARES Act provides emergency assistance and health care response for businesses affected by the coronavirus pandemic. The CARES Act, among other things, permits net operating loss carryovers and carrybacks to offset 100% of taxable income for taxable years beginning before 2021. Additionally, the CARES Act allows net operating losses incurred in 2018, 2019 and 2020 to be carried back to each of the five preceding taxable years to generate a refund of previously paid income taxes. In May 2020, the Company received a $7.1 million tax refund related to the carryback of a portion of its 2019 net operating losses to 2017. As of December 31, 2020, the Company had $173.5 million of U.S. federal and $105.5 million of state net operating loss carryforwards available to reduce future taxable income, which will be carried forward indefinitely for U.S. federal tax purposes and will expire beginning in 2028 through 2040 for state tax purposes. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Purchase and Other Commitments The following table summarizes contractual obligations and commitments as of March 31, 2021 (in thousands): Years Ending December 31, Purchase Commitments Other Contractual Commitments 2021 (remaining nine months) $ 31,496 $ 1,465 2022 — 805 2023 — 51 Total $ 31,496 $ 2,321 Purchase commitments represent outstanding purchase orders or commitments for goods or services with contract manufacturers and vendors that range mostly from one month up to a year. The Company uses several contract manufacturers to manufacture components, subassemblies and products. The Company provides these contract manufacturers with demand information and they use this information to acquire components and build products. Contract manufacturer commitments consist of obligations for on-hand inventories and non-cancelable purchase orders with contract manufactures. If the Company cancels all or part of the orders, it may still be liable to the contract manufacturers for the cost of the materials and components purchased by the subcontractors to manufacture the Company’s products. The Company also obtains individual components for its products from a wide variety of individual suppliers. In addition, the Company has other contractual obligations for goods or services associated with its ordinary course of business. Legal Proceedings From time to time, the Company is involved in actions, claims, suits and other proceedings in the ordinary course of business, including assertions by third parties relating to intellectual property infringement, breaches of contract or warranties or employment-related matters. The Company is defending all current litigation matters. Although there can be no assurances and the outcome of these matters is currently not determinable (except as specifically described below), the Company currently believes that none of these claims or proceedings are likely to have a material adverse effect on the Company’s financial position. Quanergy Litigation In September 2016, Quanergy Systems, Inc. (Quanergy) filed a complaint against the Company and one of its customers in the Northern District of California (the District Court litigation), seeking a declaratory judgment of non-infringement of one of the Company’s patents, U.S. Patent No. 7,969,558 (the ‘558 patent) and asserting state and federal trade secret misappropriation claims against the Company and its customer and breach of contract and constructive fraud claims against its customer. In November 2016, Quanergy filed an amended complaint, removing its trade secret misappropriation claims against the Company, dropping its customer from the suit and dropping the related claims of breach and constructive fraud. The amended complaint maintained only the declaratory judgment of non-infringement action against the Company. In December 2016, the Company filed an answer generally denying the allegations and relief requested in Quanergy’s amended complaint. The Company’s answer also included counterclaims against Quanergy asserting direct, indirect, and willful infringement of the ‘558 patent. In January 2017, Quanergy filed an answer generally denying the allegations in the Company’s patent infringement counterclaims and requesting relief. The court held a claim construction hearing on September 13, 2017 and issued a claim construction order on October 4, 2017, which adopted the majority of the Company’s proposed constructions. In June 2018, the district court entered an order granting a joint stipulation to stay the litigation. Quanergy filed two petitions for inter partes review with the U.S. Patent Office’s Patent Trials and Appeal Board (PTAB) in November 2017, challenging all claims of the ‘558 patent that we asserted. The Company filed its Patent Owner Preliminary Response to Quanergy’s petitions on March 7, 2018. The PTAB issued an institution decision on May 25, 2018, instituting review of all challenged claims. The Company subsequently filed its Patent Owner Response and a Contingent Motion to amend the claims. The PTAB held oral argument on February 27, 2019. On May 23, 2019, the PTAB issued a Final Written Decision upholding the validity of all the challenged claims, finding that Quanergy did not prove by a preponderance of the evidence that any of the challenged claims of the ‘558 patent were unpatentable, and denying the Company’s contingent motion as moot. In June 2019, Quanergy filed a request for rehearing. On July 21, 2020, Quanergy filed a Notice of Appeal, appealing the PTAB decision to the U.S. Court of Appeals for the Federal Circuit. Quanergy’s opening appeal brief was filed on January 22, 2021 . The Company’s responsive appeal brief was filed on April 2, 2021. Quanergy filed its reply brief on April 23, 2021. The Company believes the allegations in the actions are without merit, and intends to defend the actions vigorously. Employment Matters On June 8, 2020, a former employee filed a class action lawsuit in the Santa Clara County Superior Court of the State of California. The complaint alleges that, among other things, the Company failed to pay minimum and overtime wages, final wages at termination, and other claims based on meal periods and rest breaks. The plaintiff is bringing this lawsuit on behalf of herself and other similarly situated plaintiffs who have not been identified and is seeking to certify the action as a class action. The plaintiff has now filed a First Amended Complaint that adds a claim pursuant to California’s Private Attorneys General Act. The First Amended Complaint does not specify the amount the plaintiff seeks to recover. Velodyne’s response to the First Amended Complaint was filed on November 16, 2020 and the parties are in the process of beginning discovery concerning class certification issues. The Court has scheduled a Case Management Conference for May 26, 2021. The Company believes the allegations in the actions are without merit, and intends to defend the actions vigorously. Securities Litigation Matters On March 3, 2021, a purported shareholder of Velodyne filed a complaint for a putative class action against Velodyne, Anand Gopalan and Andrew Hamer in the United States District Court, Northern District of California, entitled Moradpour v. Velodyne Lidar, Inc., et al., No. 3:21-cv-01486-SI. The complaint alleges purported violations of the federal securities laws and that, among other things, the defendants made materially false and/or misleading statements and failed to disclose material facts about the Company’s business, operations and prospects. The complaint alleges that purported class members have suffered losses. The complaint seeks, among other things, an award of compensatory damages on behalf of a putative class of persons who purchased or otherwise acquired the Company’s securities between November 9, 2020 and February 19, 2021. On March 12, 2021, a putative class action entitled Reese v. Velodyne Lidar, Inc., et al., No. 3:21-cv-01736-VC, was filed against the Company, Mr. Gopalan and Mr. Hamer in the United States District Court for the Northern District of California, based on allegations similar to those in the earlier class action and seeking recovery on behalf of the same putative class. On March 19, 2021, another putative class action entitled Nick v. Velodyne Lidar, Inc., et al., No. 4:21-cv-01950-JST, was filed in the United States District Court for the Northern District of California, against the Company, Mr. Gopalan, Mr. Hamer, two current or former directors, and three other entities. The complaint alleges purported violations of the federal securities laws and that, among other things, the defendants made materially false and/or misleading statements and failed to disclose material facts about the Company’s business, operations, controls and prospects and seeks, among other things, an award of compensatory damages on behalf of a putative class of persons who purchased or otherwise acquired the Company’s securities between July 2, 2020 and March 17, 2021. The Company believes that the putative class actions are likely to be consolidated and proceed as a single litigation. The Company believes the allegations in the actions are without merit, and intends to defend the actions vigorously. On March 12, 2021, a putative shareholder derivative lawsuit entitled D’Arcy v. Gopalan, et al., No. 1:21-cv-00369-MN, was filed in the United States District Court for the District of Delaware against current and former directors and/or officers Anand Gopalan, Andrew Hamer, David S. Hall, Marta Thoma Hall, Joseph B. Culkin, Michael E. Dee, James A. Graf, Barbara Samardzich, and Christopher A. Thomas, and names the Company as a nominal defendant. The complaint asserts claims for breach of fiduciary duty, unjust enrichment, abuse of control, gross mismanagement, and waste of corporate assets against all of the individual defendants, and asserts a contribution claim under the federal securities laws against Mr. Gopalan and Mr. Hamer. On March 16, 2021, a second shareholder derivative lawsuit entitled Kondner, et al. v. Culkin, et al., No. 1:21-cv-00391-MN, was filed in the United States District Court for the District of Delaware against most of the same defendants named in the earlier derivative complaint, and asserts claims against the individual defendants for alleged breaches of fiduciary duty and waste of corporate assets. Both derivative actions are based on allegations similar to those in the class actions discussed above, and have now been consolidated. Contingency Assessment The Company records accruals for outstanding legal proceedings, investigations or claims when it is probable that a liability will be incurred and the amount of loss can be reasonably estimated. The Company evaluated developments in legal proceedings, investigations or claims that could affect the amount of any accrual, as well as any developments that would result in a loss contingency to become both probable and reasonably estimable. As of March 31, 2021, the Company has not recorded any significant accrual for loss contingencies associated with such legal claims or litigation discussed above. |
Segment, Geographic and Custome
Segment, Geographic and Customer Concentration Information | 3 Months Ended |
Mar. 31, 2021 | |
Segment Reporting [Abstract] | |
Segment, Geographic and Customer Concentration Information | Segment, Geographic and Customer Concentration Information The Company conducts its business in one operating segment that develops and produces Lidar sensors for use in industrial, 3D mapping, drones and auto applications. The Company’s Chief Executive Officer is the chief operating decision maker (CODM). The CODM allocates resources and makes operating decisions based on financial information presented on a consolidated basis, accompanied by disaggregated information about sales and gross margin by product group. The profitability of the Company’s product group is not a determining factor in allocating resources and the CODM does not evaluate profitability below the level of the consolidated company. The Company reports revenue by region and country based on the location where its customers accept delivery of its products and services. Revenue by region was as follows (dollar amount in thousands): Three Months Ended March 31, 2021 2020 % of Revenue % of Revenue Revenue Revenue Revenue by geography: North America $ 5,044 28 % $ 9,253 54 % Asia Pacific 9,506 54 % 5,624 33 % Europe, Middle East and Africa 3,176 18 % 2,154 13 % Total $ 17,726 100 % $ 17,031 100 % Revenue by countries and customers accounted for more than 10% of revenue was as follows: Three Months Ended March 31, 2021 2020 Countries over 10% of Revenue: U.S. 26 % 31 % China 45 % 13 % Sweden 13 % * Canada * 23 % Number of Customers accounted for over 10% of Revenue: 2 2 The Company’s long-lived assets, consisting primarily of property, plant and equipment, were primarily located in the United States as of March 31, 2021 and December 31, 2020. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Certain holders of the pre-combination Velodyne's convertible preferred stock (which converted into common stock of the Company upon the Business Combination) purchased products and services, directly or through a third party, from the Company. Revenue and accounts receivable for these holders were as follows (in thousands): Three Months Ended March 31, 2021 2020 Revenue: Stockholder A $ 39 $ 243 Stockholder B (1) (56) 3,544 March 31, December 31, 2021 2020 Accounts receivable: Stockholder B (1) 1,288 3,085 (1) The revenue amount for the three months ended March 31, 2021 included a $71,000 credit taken against future payments. In addition, during the three months ended March 31, 2021, the Company reserved approximately $1.7 million allowance for doubtful account related to accounts receivable balance from a third party that was purchasing goods from the Company on behalf of Stockholder B. In April 2019, the Company entered into a manufacturing agreement with one of its Series B Preferred Stockholders (Stockholder D), and the Company has one product that is currently being manufactured by Stockholder D. As of March 31, 2021 and December 31, 2020, the Company had $3.2 million and $6.3 million, respectively, of payable and accrued purchases and $8.5 million and $15.0 million, respectively, of outstanding purchase commitments for products with this stockholder. The Company procures equipment, materials and components for Stockholder D to build the product and had $0.2 million and $1.5 million, respectively, of receivables from this stockholder which was included in other current assets as of March 31, 2021 and December 31, 2020. The Company also loaned to Stockholder D manufacturing equipment with a net book value of $0.5 million and $0.4 million, respectively, as of March 31, 2021 and December 31, 2020, which was included in the Company’s balance sheet within property, plant and equipment, net. The Company currently rents its corporate headquarters facility in San Jose, California from a company owned by one of its former officers. The lease was executed in January 2017 and expires in December 2027, as amended. As of March 31, 2021, future minimum lease payments totaled $23.5 million related to this facility. Lease cost and rent expense under this lease was $0.8 million and $0.8 million, respectively, for the three months ended March 31, 2021 and 2020. |
Description of Business and S_2
Description of Business and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | The accompanying condensed consolidated financial statements include the accounts of the Company’s wholly-owned subsidiaries, and have been prepared in accordance with generally accepted accounting principles in the United States ( GAAP) for interim financial information. All intercompany transactions and balances have been eliminated in consolidation. The financial information included herein is unaudited, and reflects all adjustments which are, in the opinion of management, of a normal recurring nature and necessary for the fair presentation of the company’s financial position, results of operations, comprehensive loss, cash flows and stockholders’ equity for the interim periods presented, but are not necessarily indicative of the results of operations to be anticipated for any future annual or interim period. These unaudited interim consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and related notes contained in its amended Annual Report on Form 10-K for 2020. |
Principles of Consolidation | The Business Combination is accounted for as a reverse recapitalization as the pre-combination Velodyne was determined to be the accounting acquirer under Financial Accounting Standards Board (FASB)’s Accounting Standards Codification Topic 805, Business Combinations (ASC 805). In connection with the Business Combination, outstanding capital stock of the pre-combination Velodyne was converted into common stock of the Company, par value $0.0001 per share, representing a recapitalization, and the net assets of the Company were acquired at historical cost, with no goodwill or intangible assets recorded. The pre-combination Velodyne was deemed to be the predecessor of the Company, and the consolidated assets and liabilities and results of operations prior to the Closing Date are those of the pre-combination Velodyne. The shares and corresponding capital amounts and net loss per share available to common stockholders, prior to the Business Combination, have been retroactively restated as shares reflecting the exchange ratio established in the Merger Agreement. The number of shares of preferred stock was also retroactively restated in shares reflecting the exchange ratio, and the carrying amounts of preferred stock are based on the fair value of its redemption amount on each reporting date. All preferred stock was converted into shares of the Company’s common stock on the Closing Date. Refer to Note 9, Stockholders’ Equity, and Note 11, Net Loss Per Share, for further discussion of the recapitalization and share adjustments. |
Concentration of Risk | Financial instruments that subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, short-term investments, and accounts receivable. The Company maintains its cash and cash equivalents, and short-term investments with high-quality financial institutes with investment-grade ratings. A majority of the cash balances are with U.S. banks and are insured to the extent defined by the Federal Deposit Insurance Corporation. The Company’s accounts receivable are derived from customers located both inside and outside the U.S. The Company mitigates its credit risks by performing ongoing credit evaluations of its customers’ financial conditions and requires customer advance payments in certain circumstances. The Company does not require collateral. |
Use of Estimates | The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant items subject to such estimates and assumptions include standalone selling price (SSP) for each distinct performance obligation in its customer contracts, total estimated future patents and their corresponding estimated development costs, total estimated costs and related progress towards complete satisfaction of performance obligation in certain services arrangements, allowances for doubtful accounts, inventory reserves, warranty reserves, valuation allowance for deferred tax assets, stock-based compensation, useful lives of property, plant, and equipment and intangible assets, income tax uncertainties, and other loss contingencies. The Company bases its estimates on historical experience and also on assumptions that it believes are reasonable. Actual results could differ from those estimates, and such differences could be material to the Company’s consolidated financial condition and results of operations. |
Recent Accounting Pronouncements | In February 2016, the FASB issued Accounting Standards Update (ASU) 2016-02, Leases (Topic 842), which supersedes FASB Accounting Standards Codification Topic 840, Leases (Topic 840), and provides principles for the recognition, measurement, presentation and disclosure of leases for both lessees and lessors. Among its provisions, this standard requires lessees to recognize right-of-use (ROU) assets and lease liabilities on the balance sheets for operating leases, and also requires additional qualitative and quantitative disclosures about lease arrangements. The Company adopted the new standard in the first quarter of 2021 using the modified retrospective method, under which the Company applies Topic 842 to existing and new leases as of January 1, 2021, but prior periods are not restated and continue to be reported under Topic 840 guidance in effect during those periods. Upon adoption, the Company recorded net ROU assets of $19.4 million and lease liabilities of $20.4 million and there were no cumulative effect adjustments as of January 1, 2021. The standard did not have a material effect on the Company’s condensed consolidated statements of operations and the condensed consolidated statement of cash flows. See Note 6. “Leases” for further information. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. This standard simplifies the accounting for income taxes by, among other things, eliminating certain exceptions related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. ASU 2019-12 is effective for public business entities for fiscal years beginning after December 15, 2020, with early adoption permitted. Upon adoption, the Company must apply certain aspects of this standard retrospectively for all periods presented while other aspects are applied on a modified retrospective basis through a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year of adoption. The Company adopted the new standard on January 1, 2021. The adoption of this new standard did not have a significant effect on our consolidated financial statements. |
Leases | The Company determines if an arrangement is a lease at inception. The Company evaluates classification of leases at commencement and, as necessary, at modification. As of March 31, 2021, all leases are classified as operating leases except for certain immaterial equipment finance leases. Operating leases, consisting primarily office leases, are included in operating lease ROU assets, other current liabilities, and operating lease liabilities on the Company's Condensed Consolidated Balance Sheets. ROU assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized on the commencement date based on the present value of lease payments over the lease term. The operating lease ROU asset also includes any lease payments made prior to lease commencement and excludes lease incentives. Variable lease payments not dependent on an index or a rate, are expensed as incurred and are not included within the ROU asset and lease liability calculation. Variable lease payments primarily include reimbursements of costs incurred by lessors for common area maintenance and utilities. The Company's lease terms are the noncancelable period, including any rent-free periods provided by the lessor, and include options to extend or terminate the lease when it is reasonably certain that it will exercise that option. At lease inception, and in subsequent periods as necessary, the Company estimates the lease term based on its assessment of extension and termination options that are reasonably certain to be exercised. As the Company's leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on information available at the commencement date in determining the present value of lease payments over the |
Fair Value Measurement | The Company categorizes assets and liabilities recorded at fair value on the consolidated balance sheet based on the level of judgment associated with inputs used to measure their fair value. For assets and liabilities measured at fair value, fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining fair value, the Company considers the principal or most advantageous market in which the Company would transact, and the Company considers assumptions that market participants would use when pricing the asset or liability. The three levels of inputs that may be used to measure fair value are: • Level 1 — Quoted prices in active markets for identical assets or liabilities. • Level 2 — Observable inputs other than Level 1 prices, such as quoted prices for similar assets and liabilities in active markets or quoted prices in less active market. All significant inputs used in the valuations are observable or can be directly or indirectly through market corroboration, for substantially the full term of the assets or liabilities. • Level 3 — Unobservable inputs are based on assumptions used to measure assets and liabilities at fair value. The inputs require significant management judgment or estimation. The Company monitors and review the inputs to ensure the fair value measurements are reasonable and consistent with market experience in similar asset classes. |
Net Income (Loss) Per Share | Basic net income (loss) per share is computed based on the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per share is computed based on the weighted average number of common shares outstanding plus the effect of dilutive potential common shares outstanding during the period using the treasury stock method. During the periods when there is a net loss, potentially dilutive common stock equivalents have been excluded from the calculation of diluted net loss per share as their effect is anti-dilutive. |
Description of Business and S_3
Description of Business and Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Concentration of Risk Related to Accounts Receivable and Accounts Payable | The Company’s concentration of risk related to accounts receivable and accounts payable was as follows: March 31, December 31, 2021 2020 Number of customers accounted for 10% or more of accounts receivable 2 3 Number of vendors accounted for 10% or more of accounts payable 2 3 Revenue by countries and customers accounted for more than 10% of revenue was as follows: Three Months Ended March 31, 2021 2020 Countries over 10% of Revenue: U.S. 26 % 31 % China 45 % 13 % Sweden 13 % * Canada * 23 % Number of Customers accounted for over 10% of Revenue: 2 2 |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenues | Total revenue based on the disaggregation criteria described above is as follows (dollar in thousands): Three Months Ended March 31, 2021 2020 % of Revenue % of Revenue Revenue Revenue Revenue by geography: North America $ 5,044 28 % $ 9,253 54 % Asia Pacific 9,506 54 % 5,624 33 % Europe, Middle East and Africa 3,176 18 % 2,154 13 % Total $ 17,726 100 % $ 17,031 100 % Revenue by products and services: Products $ 10,593 60 % $ 16,422 96 % License and services 7,133 40 % 609 4 % Total $ 17,726 100 % $ 17,031 100 % Revenue by timing of recognition: Goods transferred at a point in time $ 16,670 94 % $ 16,724 98 % Goods and services transferred over time 1,056 6 % 307 2 % Total $ 17,726 100 % $ 17,031 100 % |
Contract Assets and Contract Liabilities | Contract assets and contract liabilities consisted of the following as of March 31, 2021 and December 31, 2020 (in thousands): March 31, December 31, 2021 2020 Contract assets, current Unbilled accounts receivable $ 3,313 $ 2,813 Contract assets, long-term Unbilled accounts receivable 10,378 8,440 Total contract assets $ 13,691 $ 11,253 Contract liabilities, current Deferred revenue, current $ 8,904 $ 7,143 Customer advance payment 484 180 Customer deposit — — Total 9,388 7,323 Contract liabilities, long-term Deferred revenue, long-term 14,560 14,732 Total contract liabilities $ 23,948 $ 22,055 The following table shows the significant changes in contract assets and contract liabilities balances (in thousands): Three Months Ended March 31, 2021 2020 Contract assets: Beginning balance $ 11,253 $ — Transferred to receivables from contract assets recognized at the beginning of the period (2,813) — Increase due to unbilled and recognized as revenue in excess of billings during the period, net of amounts transferred to receivables 5,251 — Ending balance $ 13,691 $ — Contract liabilities: Beginning balance $ 22,055 $ 19,164 Revenue recognized that was included in the contract liabilities beginning balance (1,434) (561) Increase due to cash received and not recognized as revenue and billings in excess of revenue recognized during the period 3,327 412 Customer deposits reclassified to refund liabilities — (6,083) Ending balance $ 23,948 $ 12,932 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Summary of Assets Measured at Fair Value on a Recurring Basis | The following table summarize the Company’s assets measured at fair value on a recurring basis, by level, within the fair value hierarchy (in thousands): March 31, 2021 Level 1 Level 2 Level 3 Total Cash equivalents: Money market fund $ 56,101 $ — $ — $ 56,101 Commercial paper — 1,400 — 1,400 Total cash equivalents 56,101 1,400 — 57,501 Short-term investments: Commercial paper — 174,039 — 174,039 Corporate debt securities — 54,369 — 54,369 Total short-term investments — 228,408 — 228,408 Total assets measured at fair value $ 56,101 $ 229,808 $ — $ 285,909 December 31, 2020 Level 1 Level 2 Level 3 Total Cash equivalents: Money market fund $ 74,107 $ — $ — $ 74,107 Treasury bill and U.S. government and agency securities 19,999 — — 19,999 Corporate debt securities — 2,003 — 2,003 Commercial paper — 33,295 — 33,295 Total cash equivalents 94,106 35,298 — 129,404 Short-term investments: Commercial paper — 122,265 — 122,265 Corporate debt securities — 23,371 — 23,371 Total short-term investments — 145,636 — 145,636 Total assets measured at fair value $ 94,106 $ 180,934 $ — $ 275,040 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Accounts Receivable, Net | Accounts receivables, net consist of the following (in thousands): March 31, December 31, 2021 2020 Accounts receivable $ 16,027 $ 14,855 Allowance for doubtful accounts (2,558) (876) Accounts receivable, net $ 13,469 $ 13,979 |
Inventories, Net of Reserve | Inventories, net of reserve, consist of the following (in thousands): March 31, December 31, 2021 2020 Raw materials $ 6,927 $ 6,876 Work-in-process 2,735 4,347 Finished goods 11,232 6,909 Total inventories $ 20,894 $ 18,132 |
Prepaid and Other Current Assets | Prepaid and other current assets consist of the following (in thousands): March 31, December 31, 2021 2020 Prepaid expenses and deposits $ 4,912 $ 5,698 Due from contract manufacturers and vendors 2,468 2,944 Prepaid taxes 957 1,612 Contract assets 3,313 2,813 Receivable from warrant exercises — 9,074 Other 393 178 Total prepaid and other current assets $ 12,043 $ 22,319 |
Property, Plant and Equipment, Net | Property, plant and equipment, at cost, consist of the following (in thousands): March 31, December 31, 2021 2020 Machinery and equipment $ 33,023 $ 32,688 Leasehold improvements 5,806 5,905 Furniture and fixtures 1,481 1,479 Vehicles 360 360 Software 1,357 1,357 Assets under construction 919 641 42,946 42,430 Less: accumulated depreciation and amortization (27,405) (25,625) Property, plant and equipment, net $ 15,541 $ 16,805 Finance lease equipment $ 888 $ 888 Less: accumulated depreciation (425) (381) Finance lease equipment, net $ 463 $ 507 The aggregate depreciation and amortization related to property, plant and equipment was as follows (in thousands): Three Months Ended March 31, 2021 2020 Depreciation and amortization on property, plant and equipment $ 1,957 $ 2,075 Depreciation on finance lease equipment 44 44 |
Intangible Assets, Net | Intangible assets, net, consist of the following (in thousands): Gross Carrying Amount Accumulated Amortization Net Book Value As of March 31, 2021: Developed technology $ 1,200 $ 669 $ 531 As of December 31, 2020: Developed technology $ 1,200 $ 573 $ 627 |
Amortization of Intangible Assets | Amortization of intangible assets is as follows (in thousands): Three Months Ended March 31, 2021 2020 Amortization of intangible assets $ 96 $ 96 |
Other Assets, Non-Current | Other assets, non-current, consist of the following (in thousands): March 31, December 31, 2021 2020 Operating lease ROU assets $ 18,993 $ — Other 941 937 Total other assets $ 19,934 $ 937 |
Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following (in thousands): March 31, December 31, 2021 2020 Accrued payroll expenses $ 7,162 $ 11,877 Accrued manufacturing costs 8,219 8,003 Accrued transaction costs 5,000 25,057 Accrued professional and consulting fees 3,228 965 Accrued warranty costs 1,592 2,204 Accrued taxes 1,002 1,074 Lease liabilities 2,956 — Other 1,028 1,169 Total accrued expense and other current liabilities $ 30,187 $ 50,349 |
Long-Term Liabilities | Long-term liabilities consisted of the following (in thousands): March 31, December 31, 2021 2020 PPP Loan $ 10,000 $ 10,000 Contract liabilities, long-term 14,560 14,732 Lease liabilities, long-term 16,984 — Other 415 1,195 Total long-term liabilities $ 41,959 $ 25,927 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Other Information Related to Leases | Other information related to leases were as follows (in thousands, except years and percentages): Three Months Ended March 31, 2021 Supplemental cash flow information: Cash paid for operating leases included in operating cash flows $ 1,119 ROU assets obtained in exchange for new operating lease liabilities $ 340 March 31, 2021 Supplemental balance sheet information: Other assets $ 18,993 Total operating ROU assets $ 18,993 Other current liabilities $ 2,956 Other long-term liabilities 16,984 Total lease liabilities $ 19,940 Weighted average remaining lease term (years) 6.48 Weighted average discount rate 6.35 % |
Maturities of Operating Lease Liabilities | As of March 31, 2021, maturities of lease liabilities were as follows: Years Ending December 31, Finance Leases Operating Leases 2021 (remaining nine months) $ 145 $ 3,153 2022 14 3,463 2023 — 3,358 2024 — 3,459 2025 — 3,563 Thereafter — 7,450 Total lease payments 159 $ 24,446 Less amount representing interest (4) (4,506) Present value of lease liabilities $ 155 $ 19,940 |
Maturities of Finance Lease Liabilities | As of March 31, 2021, maturities of lease liabilities were as follows: Years Ending December 31, Finance Leases Operating Leases 2021 (remaining nine months) $ 145 $ 3,153 2022 14 3,463 2023 — 3,358 2024 — 3,459 2025 — 3,563 Thereafter — 7,450 Total lease payments 159 $ 24,446 Less amount representing interest (4) (4,506) Present value of lease liabilities $ 155 $ 19,940 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Loss (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Composition of Accumulated Other Comprehensive Loss | Accumulated other comprehensive loss was comprised of the following as of March 31, 2021 and December 31, 2020 (in thousands): March 31, December 31, 2021 2020 Foreign currency translation loss $ (181) $ (170) Unrealized loss on investments (71) (60) Total accumulated other comprehensive loss $ (252) $ (230) |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Summary of Common Stock Outstanding | The following summarizes the Company’s common stock outstanding as of March 31, 2021: Shares % Converted pre-combination Velodyne common stock outstanding, net of shares repurchased as part of the tender offer 101,849,247 53.7 % Converted pre-combination Velodyne preferred stock outstanding 24,772,759 13.1 % Public stockholders 53,489,070 28.1 % Graf Founder shares 2,575,000 1.4 % PIPE shares 200,000 0.1 % Common shares issued under employee stock award plans 6,798,504 3.6 % Total common stock issued and outstanding as of March 31, 2021 189,684,580 100.0 % |
Summary of Common Stock Issuances Related to the Warrant Exercises | The following summarizes the Company’s common stock issuance related to the warrant exercises: March 31, 2021 December 31, 2020 Warrants outstanding upon Closing 24,876,512 24,876,512 Warrants exercised to date 18,897,070 9,598,538 Warrants outstanding 5,979,442 15,277,974 Aggregated common shares issuable upon exercise of warrants 18,657,384 18,657,384 Common shares issued upon exercise of warrants 14,172,780 7,198,898 Remaining common shares issuable upon exercise of warrants 4,484,604 11,458,486 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Stock Option Activity under Equity Plans | A summary of stock option activities is as follows: Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life Aggregate Intrinsic Value (Years) (In thousands) Option: Options outstanding as of December 31, 2020 597,354 5.86 Granted — Options outstanding as of March 31, 2021 597,354 5.86 7.05 $ 3,311 Options exercisable as of March 31, 2021 285,211 5.99 4.74 1,542 Options vested and expected to vest as of March 31, 2021 597,354 5.86 7.05 3,311 |
Summary of RSU and RSA Activity under Equity Plans | A summary of RSA and RSU activities is as follows: Shares Weighted Average Grant Date Fair Value per Share RSA: RSAs outstanding as of December 31, 2020 4,183,624 $1.37 Forfeited — RSAs outstanding as of March 31, 2021 4,183,624 $1.37 RSU: RSUs outstanding as of December 31, 2020 11,983,636 $12.43 Granted 1,372,632 $12.58 Released (6,801,635) $12.23 Forfeited (533,418) $12.23 RSUs outstanding as of March 31, 2021 6,021,215 $12.31 PRSU: PRSUs outstanding as of December 31, 2020 1,101,683 $6.72 Granted — PRSUs outstanding as of March 31, 2021 1,101,683 $6.72 |
Stock-Based Compensation Expense | The following table presents stock-based compensation expense included in the Company’s consolidated statements of operations (in thousands): Three Months Ended March 31, 2021 2020 Cost of revenue $ 536 $ — Research and development 4,910 21 Sales and marketing 1,986 — General and administrative 4,098 — Total stock-based compensation expense $ 11,530 $ 21 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Common Stock Equivalents Excluded From the Computation of Diluted Net Income (Loss) Per Share | The following common stock equivalents have also been excluded from the computation of diluted net loss per share for the periods presented because including them would have been antidilutive (in thousands): Three Months Ended March 31, 2021 2020 Stock options 597 157 RSAs 4,184 4,184 RSUs (non-vested) 6,050 9,120 Total 10,831 13,461 |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Summary of Loss Before Income Taxes and Provision For (Benefit From) Income Taxes | The following table summarizes the Company's loss before income taxes and provision for (benefit from) income taxes (in thousands): Three Months Ended 2021 2020 Loss before income taxes $ (40,521) $ (30,062) Provision for (benefit from) income taxes 296 (6,677) Effective tax rate (0.7) % 22.2 % |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Summary of Contractual Obligations and Commitments | The following table summarizes contractual obligations and commitments as of March 31, 2021 (in thousands): Years Ending December 31, Purchase Commitments Other Contractual Commitments 2021 (remaining nine months) $ 31,496 $ 1,465 2022 — 805 2023 — 51 Total $ 31,496 $ 2,321 |
Segment, Geographic and Custo_2
Segment, Geographic and Customer Concentration Information (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Segment Reporting [Abstract] | |
Revenue by region and country | The Company reports revenue by region and country based on the location where its customers accept delivery of its products and services. Revenue by region was as follows (dollar amount in thousands): Three Months Ended March 31, 2021 2020 % of Revenue % of Revenue Revenue Revenue Revenue by geography: North America $ 5,044 28 % $ 9,253 54 % Asia Pacific 9,506 54 % 5,624 33 % Europe, Middle East and Africa 3,176 18 % 2,154 13 % Total $ 17,726 100 % $ 17,031 100 % |
Revenue by Countries and Customers Accounted For More Than 10% | The Company’s concentration of risk related to accounts receivable and accounts payable was as follows: March 31, December 31, 2021 2020 Number of customers accounted for 10% or more of accounts receivable 2 3 Number of vendors accounted for 10% or more of accounts payable 2 3 Revenue by countries and customers accounted for more than 10% of revenue was as follows: Three Months Ended March 31, 2021 2020 Countries over 10% of Revenue: U.S. 26 % 31 % China 45 % 13 % Sweden 13 % * Canada * 23 % Number of Customers accounted for over 10% of Revenue: 2 2 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Revenue and Accounts Receivable for Related Parties | Revenue and accounts receivable for these holders were as follows (in thousands): Three Months Ended March 31, 2021 2020 Revenue: Stockholder A $ 39 $ 243 Stockholder B (1) (56) 3,544 March 31, December 31, 2021 2020 Accounts receivable: Stockholder B (1) 1,288 3,085 |
Description of Business and S_4
Description of Business and Summary of Significant Accounting Policies (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021USD ($)segment | Dec. 31, 2020 | Jan. 01, 2021USD ($) | Sep. 29, 2020$ / shares | |
Significant Accounting Policies [Line Items] | ||||
Number of operating segments | segment | 1 | |||
Common stock, par value (in USD per share) | $ / shares | $ 0.0001 | |||
Cash and cash equivalents | $ 383,600 | |||
Lease assets | 18,993 | |||
Lease liabilities | $ 19,940 | |||
Impact of Adoption | ||||
Significant Accounting Policies [Line Items] | ||||
Lease assets | $ 19,400 | |||
Lease liabilities | $ 20,400 | |||
Accounts Payable | Supplier Concentration Risk | One Vendor | ||||
Significant Accounting Policies [Line Items] | ||||
Concentration percentage | 32.00% | 34.00% | ||
Two Customers | Accounts Receivable | Customer Concentration Risk | ||||
Significant Accounting Policies [Line Items] | ||||
Concentration percentage | 45.00% | 47.00% | ||
Revolving Credit Facility | 2020 Revolving Line | Line of Credit | ||||
Significant Accounting Policies [Line Items] | ||||
Available borrowing capacity | $ 25,000 |
Business Combination and Rela_2
Business Combination and Related Transactions (Details) - USD ($) | Sep. 29, 2020 | Mar. 31, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | |||
Goodwill | $ 1,189,000 | $ 1,189,000 | |
Proceeds from warrant exercises | $ 1,800,000 | ||
Repurchased and retired common stock (in shares) | 175,744 | ||
Acquisition-related costs | $ 29,100,000 | ||
Accrued transaction costs | $ 5,000,000 | $ 25,057,000 | |
Private Placement | |||
Business Acquisition [Line Items] | |||
Shares issued (in shares) | 15,000,000 | ||
Price per share (in USD per share) | $ 10 | ||
Aggregate purchase price | $ 150,000,000 | ||
Graf | Pre-Combination Velodyne | |||
Business Acquisition [Line Items] | |||
Goodwill | 0 | ||
Other intangible assets | 0 | ||
Aggregate consideration transerred | 1,800,000,000 | ||
Cash paid to acquire business | $ 222,100,000 | ||
Shares transferred in acquisition (in shares) | 150,277,532 | ||
Share price (in USD per share) | $ 10.25 | ||
Value of shares transferred in acquisition | $ 1,540,300,000 | ||
Graf | Pre-Combination Velodyne | Earnout RSUs | |||
Business Acquisition [Line Items] | |||
Shares transferred in acquisition (in shares) | 187,861 | ||
Service condition period | 6 months | ||
Graf | Pre-Combination Velodyne | Common Stock Issuable In Respect of Vested Equity Awards | |||
Business Acquisition [Line Items] | |||
Shares transferred in acquisition (in shares) | 143,575,763 | ||
Graf | Pre-Combination Velodyne | Common Stock Earned Due To the Satisfaction of the Earnout Condition | |||
Business Acquisition [Line Items] | |||
Shares transferred in acquisition (in shares) | 2,000,000 | ||
Graf | Pre-Combination Velodyne | Common Stock to Equity Holders That Did Not Opt To Have Their Respective Shares in the Pre-Closing Tender Offer | |||
Business Acquisition [Line Items] | |||
Shares transferred in acquisition (in shares) | 4,702,304 |
Revenue - Disaggregation of Rev
Revenue - Disaggregation of Revenues (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 17,726 | $ 17,031 |
Goods transferred at a point in time | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 16,670 | 16,724 |
Goods and services transferred over time | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 1,056 | $ 307 |
Revenue | Timing of Recognition Concentration Risk | Goods transferred at a point in time | ||
Disaggregation of Revenue [Line Items] | ||
Concentration percentage | 94.00% | 98.00% |
Revenue | Timing of Recognition Concentration Risk | Goods and services transferred over time | ||
Disaggregation of Revenue [Line Items] | ||
Concentration percentage | 6.00% | 2.00% |
Products | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 10,593 | $ 16,422 |
Products | Revenue | Product Concentration Risk | ||
Disaggregation of Revenue [Line Items] | ||
Concentration percentage | 60.00% | 96.00% |
License and services | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 7,133 | $ 609 |
License and services | Revenue | Product Concentration Risk | ||
Disaggregation of Revenue [Line Items] | ||
Concentration percentage | 40.00% | 4.00% |
North America | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 5,044 | $ 9,253 |
North America | Revenue | Geographic Concentration Risk | ||
Disaggregation of Revenue [Line Items] | ||
Concentration percentage | 28.00% | 54.00% |
Asia Pacific | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 9,506 | $ 5,624 |
Asia Pacific | Revenue | Geographic Concentration Risk | ||
Disaggregation of Revenue [Line Items] | ||
Concentration percentage | 54.00% | 33.00% |
Europe, Middle East and Africa | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 3,176 | $ 2,154 |
Europe, Middle East and Africa | Revenue | Geographic Concentration Risk | ||
Disaggregation of Revenue [Line Items] | ||
Concentration percentage | 18.00% | 13.00% |
Revenue - Narrative (Details)
Revenue - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 17,726 | $ 17,031 | ||
Current deferred revenue | 9,388 | $ 7,323 | ||
Deferred revenue, long-term | 14,560 | 14,732 | ||
Contract asset | 13,691 | $ 0 | 11,253 | $ 0 |
License | Customer in Asia Pacific in Patent Cross-License Agreement | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 6,400 | |||
Current deferred revenue | 3,600 | 3,400 | ||
Deferred revenue, long-term | 13,900 | 13,700 | ||
Contract asset | $ 13,700 | $ 11,300 |
Revenue - Composition of Contra
Revenue - Composition of Contract Assets and Contract Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
Contract assets, current | ||||
Contract assets | $ 3,313 | $ 2,813 | ||
Contract assets, long-term | ||||
Unbilled accounts receivable | 10,378 | 8,440 | ||
Total contract assets | 13,691 | 11,253 | $ 0 | $ 0 |
Contract liabilities, current | ||||
Deferred revenue, current | 8,904 | 7,143 | ||
Customer advance payment | 484 | 180 | ||
Customer deposit | 0 | 0 | ||
Total | 9,388 | 7,323 | ||
Contract liabilities, long-term | ||||
Deferred revenue, long-term | 14,560 | 14,732 | ||
Total contract liabilities | $ 23,948 | $ 22,055 | $ 12,932 | $ 19,164 |
Revenue - Significant Changes i
Revenue - Significant Changes in Contract Assets and Contract Liabilities Balances (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Contract assets: | ||
Beginning balance | $ 11,253 | $ 0 |
Transferred to receivables from contract assets recognized at the beginning of the period | (2,813) | 0 |
Increase due to unbilled and recognized as revenue in excess of billings during the period, net of amounts transferred to receivables | 5,251 | 0 |
Ending balance | 13,691 | 0 |
Contract liabilities: | ||
Beginning balance | 22,055 | 19,164 |
Revenue recognized that was included in the contract liabilities beginning balance | (1,434) | (561) |
Increase due to cash received and not recognized as revenue and billings in excess of revenue recognized during the period | 3,327 | 412 |
Customer deposits reclassified to refund liabilities | 0 | (6,083) |
Ending balance | $ 23,948 | $ 12,932 |
Fair Value Measurement (Details
Fair Value Measurement (Details) - Recurring - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | $ 57,501 | $ 129,404 |
Short-term investments | 228,408 | 145,636 |
Total assets measured at fair value | 285,909 | 275,040 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 56,101 | 94,106 |
Short-term investments | 0 | 0 |
Total assets measured at fair value | 56,101 | 94,106 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 1,400 | 35,298 |
Short-term investments | 228,408 | 145,636 |
Total assets measured at fair value | 229,808 | 180,934 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Short-term investments | 0 | 0 |
Total assets measured at fair value | 0 | 0 |
Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 174,039 | 122,265 |
Commercial paper | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 0 | 0 |
Commercial paper | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 174,039 | 122,265 |
Commercial paper | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 0 | 0 |
Corporate debt securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 54,369 | 23,371 |
Corporate debt securities | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 0 | 0 |
Corporate debt securities | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 54,369 | 23,371 |
Corporate debt securities | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 0 | 0 |
Money market fund | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 56,101 | 74,107 |
Money market fund | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 56,101 | 74,107 |
Money market fund | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Money market fund | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Treasury bill and U.S. government and agency securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 19,999 | |
Treasury bill and U.S. government and agency securities | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 19,999 | |
Treasury bill and U.S. government and agency securities | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | |
Treasury bill and U.S. government and agency securities | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | |
Corporate debt securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 2,003 | |
Corporate debt securities | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | |
Corporate debt securities | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 2,003 | |
Corporate debt securities | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | |
Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 1,400 | 33,295 |
Commercial paper | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Commercial paper | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 1,400 | 33,295 |
Commercial paper | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | $ 0 | $ 0 |
Balance Sheet Components - Acco
Balance Sheet Components - Accounts Receivable, Net (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accounts receivable | $ 16,027 | $ 14,855 |
Allowance for doubtful accounts | (2,558) | (876) |
Accounts receivable, net | $ 13,469 | $ 13,979 |
Balance Sheet Components - Inve
Balance Sheet Components - Inventories, Net of Reserve (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Raw materials | $ 6,927 | $ 6,876 |
Work-in-process | 2,735 | 4,347 |
Finished goods | 11,232 | 6,909 |
Total inventories | $ 20,894 | $ 18,132 |
Balance Sheet Components - Prep
Balance Sheet Components - Prepaid and Other Current Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Prepaid expenses and deposits | $ 4,912 | $ 5,698 |
Due from contract manufacturers and vendors | 2,468 | 2,944 |
Prepaid taxes | 957 | 1,612 |
Contract assets | 3,313 | 2,813 |
Receivable from warrant exercises | 0 | 9,074 |
Other | 393 | 178 |
Total prepaid and other current assets | $ 12,043 | $ 22,319 |
Balance Sheet Components - Prop
Balance Sheet Components - Property, Plant and Equipment, Net (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 42,946 | $ 42,430 |
Less: accumulated depreciation and amortization | (27,405) | (25,625) |
Property, plant and equipment, net | 15,541 | 16,805 |
Finance lease equipment | 888 | |
Finance lease equipment | 888 | |
Less: accumulated depreciation | $ (425) | |
Less: accumulated depreciation | (381) | |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | Property, plant and equipment, net | |
Finance lease equipment, net | $ 463 | |
Finance lease equipment, net | 507 | |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 33,023 | 32,688 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 5,806 | 5,905 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 1,481 | 1,479 |
Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 360 | 360 |
Software | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 1,357 | 1,357 |
Assets under construction | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 919 | $ 641 |
Balance Sheet Components - Aggr
Balance Sheet Components - Aggregate Depreciation and Amortization Related to Property, Plant and Equipment (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Depreciation and amortization on property, plant and equipment | $ 1,957 | $ 2,075 |
Depreciation on finance lease equipment | $ 44 | $ 44 |
Balance Sheet Components - Inta
Balance Sheet Components - Intangible Assets, Net (Details) - Developed technology - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 1,200 | $ 1,200 |
Accumulated Amortization | 669 | 573 |
Net Book Value | $ 531 | $ 627 |
Balance Sheet Components - Amor
Balance Sheet Components - Amortization of Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Amortization of intangible assets | $ 96 | $ 96 |
Balance Sheet Components - Othe
Balance Sheet Components - Other Assets, Non-Current (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Operating lease ROU assets | $ 18,993 | |
Other | 941 | $ 937 |
Other assets | $ 19,934 | $ 937 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | Other assets |
Balance Sheet Components - Accr
Balance Sheet Components - Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accrued payroll expenses | $ 7,162 | $ 11,877 |
Accrued manufacturing costs | 8,219 | 8,003 |
Accrued transaction costs | 5,000 | 25,057 |
Accrued professional and consulting fees | 3,228 | 965 |
Accrued warranty costs | 1,592 | 2,204 |
Accrued taxes | 1,002 | 1,074 |
Lease liabilities | 2,956 | |
Other | 1,028 | 1,169 |
Accrued expense and other current liabilities | $ 30,187 | $ 50,349 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Accrued expense and other current liabilities |
Balance Sheet Components - Long
Balance Sheet Components - Long-Term Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
PPP Loan | $ 10,000 | $ 10,000 |
Contract liabilities, long-term | 14,560 | 14,732 |
Lease liabilities, long-term | 16,984 | |
Other | 415 | 1,195 |
Other long-term liabilities | $ 41,959 | $ 25,927 |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Other long-term liabilities |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Leases [Abstract] | ||
Lease cost | $ 1.1 | |
Rent expense under operating leases | $ 1.1 |
Leases - Other Information Rela
Leases - Other Information Related to Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Leases [Abstract] | ||
Cash paid for operating leases included in operating cash flows | $ 1,119 | $ 0 |
ROU assets obtained in exchange for new operating lease liabilities | 340 | $ 0 |
Operating lease ROU assets | 18,993 | |
Other current liabilities | 2,956 | |
Other long-term liabilities | 16,984 | |
Total lease liabilities | $ 19,940 | |
Weighted average remaining lease term (years) | 6 years 5 months 23 days | |
Weighted average discount rate | 6.35% | |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | Other assets | |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Accrued expense and other current liabilities | |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Other long-term liabilities |
Leases - Maturities of Lease Li
Leases - Maturities of Lease Liabilities (Details) $ in Thousands | Mar. 31, 2021USD ($) |
Finance Leases | |
2021 (remaining nine months) | $ 145 |
2022 | 14 |
2023 | 0 |
2024 | 0 |
2025 | 0 |
Thereafter | 0 |
Total lease payments | 159 |
Less amount representing interest | (4) |
Present value of lease liabilities | 155 |
Operating Leases | |
2021 (remaining nine months) | 3,153 |
2022 | 3,463 |
2023 | 3,358 |
2024 | 3,459 |
2025 | 3,563 |
Thereafter | 7,450 |
Total lease payments | 24,446 |
Less amount representing interest | (4,506) |
Present value of lease liabilities | 19,940 |
Other current liabilities | 2,956 |
Other long-term liabilities | 16,984 |
Total lease liabilities | $ 19,940 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Accrued expense and other current liabilities |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Other long-term liabilities |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Loss - Composition of Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Stockholders' equity | $ 391,677 | $ 340,823 | $ 52,880 | $ 76,246 |
Accumulated other comprehensive loss | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Stockholders' equity | (252) | (230) | ||
Foreign currency translation loss | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Stockholders' equity | (181) | (170) | ||
Unrealized loss on investments | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Stockholders' equity | $ (71) | $ (60) |
Credit Facilities and Notes P_2
Credit Facilities and Notes Payable (Details) - USD ($) | Apr. 08, 2020 | Jan. 31, 2020 | Mar. 31, 2021 | Dec. 31, 2020 |
Line of Credit Facility [Line Items] | ||||
Loan balance | $ 10,000,000 | $ 10,000,000 | ||
PPP Loans | ||||
Line of Credit Facility [Line Items] | ||||
Loan proceeds received | $ 10,000,000 | |||
Loan balance | 10,000,000 | |||
Line of Credit | 2020 Revolving Line | ||||
Line of Credit Facility [Line Items] | ||||
Outstanding borrowings under facility | $ 0 | |||
Line of Credit | Revolving Credit Facility | 2020 Revolving Line | ||||
Line of Credit Facility [Line Items] | ||||
Maximum borrowing capacity | $ 25,000,000 | |||
Option to increase the maximum borrowing capacity, additional amount | $ 15,000,000 | |||
Unused revolving line facility fee percentage | 0.15% | |||
Non-refundable commitment fee | $ 50,000 | |||
Line of Credit | Revolving Credit Facility | 2020 Revolving Line | Prime Rate | ||||
Line of Credit Facility [Line Items] | ||||
Applicable margin on variable rate | 1.50% | |||
Line of Credit | Revolving Credit Facility | 2020 Revolving Line | LIBOR | ||||
Line of Credit Facility [Line Items] | ||||
Applicable margin on variable rate | 2.50% | |||
Line of Credit | Letter of Credit | 2020 Revolving Line | ||||
Line of Credit Facility [Line Items] | ||||
Maximum borrowing capacity | $ 5,000,000 |
Stockholders_ Equity - Narrativ
Stockholders’ Equity - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | Sep. 29, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | Oct. 19, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
Class of Stock [Line Items] | ||||||
Common stock, shares outstanding (in shares) | 189,684,580 | |||||
Preferred stock, shares authorized (in shares) | 25,000,000 | 25,000,000 | ||||
Preferred stock, par value (in USD per share) | $ 0.0001 | $ 0.0001 | ||||
Preferred stock, shares issued (in shares) | 0 | |||||
Preferred stock, shares outstanding (in shares) | 0 | |||||
Warrants outstanding (in shares) | 24,876,512 | 5,979,442 | 15,277,974 | |||
Stockholders' equity | $ 391,677 | $ 340,823 | $ 52,880 | $ 76,246 | ||
Prior Year Adjustment of Warrants | ||||||
Class of Stock [Line Items] | ||||||
Stockholders' equity | 0 | |||||
Accumulated Deficit | ||||||
Class of Stock [Line Items] | ||||||
Stockholders' equity | (354,914) | (315,682) | (187,401) | (164,016) | ||
Accumulated Deficit | Prior Year Adjustment of Warrants | ||||||
Class of Stock [Line Items] | ||||||
Stockholders' equity | 1,585 | |||||
Additional Paid in Capital | ||||||
Class of Stock [Line Items] | ||||||
Stockholders' equity | $ 746,824 | 656,717 | $ 240,485 | $ 240,464 | ||
Additional Paid in Capital | Prior Year Adjustment of Warrants | ||||||
Class of Stock [Line Items] | ||||||
Stockholders' equity | $ (1,585) | |||||
Public Warrants | ||||||
Class of Stock [Line Items] | ||||||
Warrant exercise price (in USD per share) | $ 11.50 | $ 11.50 | ||||
Period after the Business Combination after which the public warrants become exercisable | 30 days | |||||
Warrant expiration period | 5 years | |||||
Redemption price (in dollars per share) | $ 0.01 | |||||
Stock price trigger (in USD per share) | $ 18 | |||||
Threshold trading days | 20 days | |||||
Threshold trading day window | 30 days | |||||
Shares registered that may be issued upon exercise of warrants (in shares) | 18,657,384 | |||||
Working Capital Warrants | ||||||
Class of Stock [Line Items] | ||||||
Warrant exercise price (in USD per share) | $ 11.50 | |||||
Shares registered that may be issued upon exercise of warrants (in shares) | 375,000 | |||||
RSAs | ||||||
Class of Stock [Line Items] | ||||||
Awards outstanding (in shares) | 4,183,624 | 4,183,624 |
Stockholders_ Equity - Summary
Stockholders’ Equity - Summary of Common Stock Outstanding (Details) | 3 Months Ended |
Mar. 31, 2021shares | |
Class of Stock [Line Items] | |
Common stock, shares outstanding (in shares) | 189,684,580 |
Converted pre-combination Velodyne common stock outstanding, net of shares repurchased as part of the tender offer | |
Class of Stock [Line Items] | |
Common stock, shares outstanding (in shares) | 101,849,247 |
Converted pre-combination Velodyne common stock outstanding, net of shares repurchased as part of the tender offer | Common Stock Outstanding | Stockholder Concentration Risk | |
Class of Stock [Line Items] | |
Concentration percentage | 53.70% |
Converted pre-combination Velodyne preferred stock outstanding | |
Class of Stock [Line Items] | |
Common stock, shares outstanding (in shares) | 24,772,759 |
Converted pre-combination Velodyne preferred stock outstanding | Common Stock Outstanding | Stockholder Concentration Risk | |
Class of Stock [Line Items] | |
Concentration percentage | 13.10% |
Public stockholders | |
Class of Stock [Line Items] | |
Common stock, shares outstanding (in shares) | 53,489,070 |
Public stockholders | Common Stock Outstanding | Stockholder Concentration Risk | |
Class of Stock [Line Items] | |
Concentration percentage | 28.10% |
Graf Founder shares | |
Class of Stock [Line Items] | |
Common stock, shares outstanding (in shares) | 2,575,000 |
Graf Founder shares | Common Stock Outstanding | Stockholder Concentration Risk | |
Class of Stock [Line Items] | |
Concentration percentage | 1.40% |
PIPE shares | |
Class of Stock [Line Items] | |
Common stock, shares outstanding (in shares) | 200,000 |
PIPE shares | Common Stock Outstanding | Stockholder Concentration Risk | |
Class of Stock [Line Items] | |
Concentration percentage | 0.10% |
Common shares issued under employee stock award plans | |
Class of Stock [Line Items] | |
Common stock, shares outstanding (in shares) | 6,798,504 |
Common shares issued under employee stock award plans | Common Stock Outstanding | Stockholder Concentration Risk | |
Class of Stock [Line Items] | |
Concentration percentage | 3.60% |
Stockholders_ Equity - Summar_2
Stockholders’ Equity - Summary of Common Stock Issuances Related to the Warrant Exercises (Details) - shares | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 29, 2020 |
Equity [Abstract] | |||
Warrants outstanding upon Closing (in shares) | 24,876,512 | 24,876,512 | |
Warrants exercised to date (in shares) | 18,897,070 | 9,598,538 | |
Warrants outstanding (in shares) | 5,979,442 | 15,277,974 | 24,876,512 |
Aggregated common shares issuable upon exercise of warrants (in shares) | 18,657,384 | 18,657,384 | |
Common shares issued upon exercise of warrants (in shares) | 14,172,780 | 7,198,898 | |
Common shares issued upon exercise of warrants (in shares) | 4,484,604 | 11,458,486 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) - USD ($) $ in Millions | Sep. 29, 2020 | Mar. 31, 2017 | Mar. 31, 2021 |
RSU | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unrecognized compensation cost related to awards | $ 64.1 | ||
Weighted-average recognition period for unrecognized compensation cost related to stock options | 2 years 6 months | ||
Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unrecognized compensation cost related to awards | $ 0.6 | ||
Weighted-average recognition period for unrecognized compensation cost related to stock options | 2 years 8 months 12 days | ||
2020 Equity Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares reserved for issuance (in shares) | 27,733,888 | 36,738,678 | |
Percent of the number of shares of its common stock outstanding reserved for issuance | 16.00% | ||
Percent increase in shares that may be issued | 5.00% | ||
Increase in the number of shares that may be issued (in shares) | 10,000,000 | ||
Shares available for issuance (in shares) | 18,036,298 | ||
2020 Equity Plan | RSU | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 4 years | ||
2020 Equity Plan | RSU | Vesting Period 1 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 1 year | ||
Vesting percentage | 25.00% | ||
2020 Equity Plan | RSU | Vesting Period 2 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 3 years | ||
2020 ESPP | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares reserved for issuance (in shares) | 3,492,097 | ||
2020 ESPP | Employee Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares reserved for issuance (in shares) | 5,293,055 | ||
Percent increase in shares that may be issued | 1.00% | ||
Increase in the number of shares that may be issued (in shares) | 2,500,000 | ||
Period over which increase in shares that may be issued occurs | 20 years |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activity under Equity Plans (Details) $ / shares in Units, $ in Thousands | 3 Months Ended |
Mar. 31, 2021USD ($)$ / sharesshares | |
Shares | |
Options outstanding (in shares) | 597,354 |
Granted (in shares) | 0 |
Options outstanding (in shares) | 597,354 |
Options exercisable (in shares) | 285,211 |
Options vested and expected to vest (in shares) | 597,354 |
Weighted Average Exercise Price | |
Options outstanding (in USD per share) | $ / shares | $ 5.86 |
Options outstanding (in USD per share) | $ / shares | 5.86 |
Options exercisable (in USD per share) | $ / shares | 5.99 |
Options vested and expected to vest (in USD per share) | $ / shares | $ 5.86 |
Weighted Average Remaining Contractual Life | |
Options outstanding | 7 years 18 days |
Options exercisable | 4 years 8 months 26 days |
Options vested and expected to vest | 7 years 18 days |
Aggregate Intrinsic Value | |
Options outstanding | $ | $ 3,311 |
Options exercisable | $ | 1,542 |
Options vested and expected to vest | $ | $ 3,311 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of RSU and RSA Activity under Equity Plans (Details) | 3 Months Ended |
Mar. 31, 2021$ / sharesshares | |
RSA | |
Shares | |
Outstanding (in shares) | 4,183,624 |
Forfeited (in shares) | 0 |
Outstanding (in shares) | 4,183,624 |
Weighted Average Grant Date Fair Value per Share | |
Outstanding (in USD per share) | $ / shares | $ 1.37 |
Outstanding (in USD per share) | $ / shares | $ 1.37 |
RSU | |
Shares | |
Outstanding (in shares) | 11,983,636 |
Granted (in shares) | 1,372,632 |
Released (in shares) | (6,801,635) |
Forfeited (in shares) | (533,418) |
Outstanding (in shares) | 6,021,215 |
Weighted Average Grant Date Fair Value per Share | |
Outstanding (in USD per share) | $ / shares | $ 12.43 |
Granted (in USD per share) | $ / shares | 12.58 |
Released (in USD per share) | $ / shares | 12.23 |
Forfeited (in USD per share) | $ / shares | 12.23 |
Outstanding (in USD per share) | $ / shares | $ 12.31 |
PRSU | |
Shares | |
Outstanding (in shares) | 1,101,683 |
Granted (in shares) | 0 |
Outstanding (in shares) | 1,101,683 |
Weighted Average Grant Date Fair Value per Share | |
Outstanding (in USD per share) | $ / shares | $ 6.72 |
Outstanding (in USD per share) | $ / shares | $ 6.72 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | $ 11,530 | $ 21 |
Cost of revenue | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | 536 | 0 |
Research and development | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | 4,910 | 21 |
Sales and marketing | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | 1,986 | 0 |
General and administrative | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | $ 4,098 | $ 0 |
Net Loss Per Share - Narrative
Net Loss Per Share - Narrative (Details) - $ / shares | 3 Months Ended | ||||
Mar. 31, 2021 | Dec. 31, 2020 | Oct. 19, 2020 | Sep. 29, 2020 | Mar. 31, 2020 | |
Class of Stock [Line Items] | |||||
Warrants exercised (in shares) | 18,897,070 | ||||
Common shares issued upon exercise of warrants (in shares) | 14,172,780 | 7,198,898 | |||
Public Warrants | |||||
Class of Stock [Line Items] | |||||
Number of shares that may be purchased by warrants (in shares) | 5,979,442 | 24,876,512 | 5,979,442 | ||
Warrant exercise price (in USD per share) | $ 11.50 | $ 11.50 |
Net Loss Per Share - Common Sto
Net Loss Per Share - Common Stock Equivalents Excluded From the Computation of Diluted Net Income (Loss) Per Share (Details) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Common stock equivalents excluded from the computation of diluted net income (loss) per share (in shares) | 10,831 | 13,461 |
Stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Common stock equivalents excluded from the computation of diluted net income (loss) per share (in shares) | 597 | 157 |
RSAs | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Common stock equivalents excluded from the computation of diluted net income (loss) per share (in shares) | 4,184 | 4,184 |
RSUs (non-vested) | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Common stock equivalents excluded from the computation of diluted net income (loss) per share (in shares) | 6,050 | 9,120 |
Retirement Plan (Details)
Retirement Plan (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Retirement Benefits [Abstract] | ||
Contribution match percentage | 25.00% | |
Matching contributions | $ 0.2 | $ 0.3 |
Restructuring (Details)
Restructuring (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Restructuring and Related Activities [Abstract] | ||
Restructuring costs incurred | $ 0 | $ 1,046 |
Income Taxes - Summary of Loss
Income Taxes - Summary of Loss Before Income Taxes and Provision For (Benefit From) Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Loss before income taxes | $ (40,521) | $ (30,062) |
Provision for (benefit from) income taxes | $ 296 | $ (6,677) |
Effective tax rate | (0.70%) | 22.20% |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | ||
May 30, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Tax Credit Carryforward [Line Items] | ||||
Effective tax rate | (0.70%) | 22.20% | ||
Tax benefit related to the release of a valuation allowance associated with a carryback portion of net operating losses allowed by the CARES Act | $ 6.7 | |||
Tax refund received | $ 7.1 | |||
U.S. Federal | ||||
Tax Credit Carryforward [Line Items] | ||||
Net operating loss carryforwards | $ 173.5 | |||
State | ||||
Tax Credit Carryforward [Line Items] | ||||
Net operating loss carryforwards | $ 105.5 |
Commitments and Contingencies -
Commitments and Contingencies - Summary of Contractual Obligations and Commitments (Details) $ in Thousands | Mar. 31, 2021USD ($) |
Purchase Commitments | |
2021 (remaining nine months) | $ 31,496 |
2022 | 0 |
2023 | 0 |
Total | 31,496 |
Other Contractual Commitments | |
2021 (remaining nine months) | 1,465 |
2022 | 805 |
2023 | 51 |
Total | $ 2,321 |
Commitments and Contingencies_2
Commitments and Contingencies - Narrative (Details) | 1 Months Ended | 3 Months Ended | |
Jun. 30, 2018petition | Sep. 30, 2016patent | Mar. 31, 2021 | |
Minimum | |||
Loss Contingencies [Line Items] | |||
Remaining commitment period | 1 month | ||
Maximum | |||
Loss Contingencies [Line Items] | |||
Remaining commitment period | 1 year | ||
Quanergy Litigation | |||
Loss Contingencies [Line Items] | |||
Number of patents allegedly infringed | patent | 1 | ||
Number of claims filed | petition | 2 |
Segment, Geographic and Custo_3
Segment, Geographic and Customer Concentration Information - Narrative (Details) | 3 Months Ended |
Mar. 31, 2021segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 1 |
Segment, Geographic and Custo_4
Segment, Geographic and Customer Concentration Information - Revenue by Region and Country (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Concentration Risk [Line Items] | ||
Revenue | $ 17,726 | $ 17,031 |
North America | ||
Concentration Risk [Line Items] | ||
Revenue | $ 5,044 | $ 9,253 |
North America | Revenue | Geographic Concentration Risk | ||
Concentration Risk [Line Items] | ||
Concentration percentage | 28.00% | 54.00% |
Asia Pacific | ||
Concentration Risk [Line Items] | ||
Revenue | $ 9,506 | $ 5,624 |
Asia Pacific | Revenue | Geographic Concentration Risk | ||
Concentration Risk [Line Items] | ||
Concentration percentage | 54.00% | 33.00% |
Europe, Middle East and Africa | ||
Concentration Risk [Line Items] | ||
Revenue | $ 3,176 | $ 2,154 |
Europe, Middle East and Africa | Revenue | Geographic Concentration Risk | ||
Concentration Risk [Line Items] | ||
Concentration percentage | 18.00% | 13.00% |
Segment, Geographic and Custo_5
Segment, Geographic and Customer Concentration Information - Revenue by Countries and Customers Accounted For More Than 10% (Details) - Revenue - Geographic Concentration Risk | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
U.S. | ||
Concentration Risk [Line Items] | ||
Concentration percentage | 26.00% | 31.00% |
China | ||
Concentration Risk [Line Items] | ||
Concentration percentage | 45.00% | 13.00% |
Sweden | ||
Concentration Risk [Line Items] | ||
Concentration percentage | 13.00% | |
Canada | ||
Concentration Risk [Line Items] | ||
Concentration percentage | 23.00% |
Related Party Transactions - Re
Related Party Transactions - Revenue and Accounts Receivable for Related Parties (Details) - Investor - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Stockholder A | |||
Related Party Transaction [Line Items] | |||
Revenue | $ 39 | $ 243 | |
Stockholder B | |||
Related Party Transaction [Line Items] | |||
Revenue | (56) | $ 3,544 | |
Accounts receivable | 1,288 | $ 3,085 | |
Credit taken against future payments | 71 | ||
Allowance for doubtful accounts reserved related to accounts receivable balance | $ 1,700 |
Related Party Transactions - Na
Related Party Transactions - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | |||
Property, plant and equipment, net | $ 15,541 | $ 16,805 | |
Future minimum lease payments | 24,446 | ||
Lease cost | 1,100 | ||
Rent expense under operating leases | $ 1,100 | ||
Affiliated Entity | Corporate Headquarters Facility Rental | |||
Related Party Transaction [Line Items] | |||
Future minimum lease payments | 23,500 | ||
Lease cost | 800 | ||
Rent expense under operating leases | $ 800 | ||
Stockholder D | Investor | |||
Related Party Transaction [Line Items] | |||
Accrued purchases | 3,200 | 6,300 | |
Outstanding purchase commitment | 8,500 | 15,000 | |
Accounts receivable from related parties | 200 | 1,500 | |
Stockholder D | Affiliated Entity | Manufacturing Equipment | Assets Leased to Related Party | |||
Related Party Transaction [Line Items] | |||
Property, plant and equipment, net | $ 500 | $ 400 |