Cover Page
Cover Page | 9 Months Ended |
Sep. 30, 2020 | |
Entity Information [Line Items] | |
Document Type | S-1 |
Amendment Flag | false |
Entity Registrant Name | Luminar Technologies, Inc./DE |
Entity Central Index Key | 0001758057 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Assets | |||
Cash and cash equivalents | $ 50,700,000 | $ 27,080,000 | $ 9,602,000 |
Restricted cash and cash equivalents | 225,000 | 225,000 | 0 |
Marketable securities | 117,130,000 | 6,659,000 | 0 |
Accounts receivable | 955,000 | 1,677,000 | 2,482,000 |
Inventories | 2,921,000 | 4,002,000 | 2,926,000 |
Other current assets | 9,771,000 | 1,824,000 | 2,003,000 |
Total current assets | 181,702,000 | 41,467,000 | 17,013,000 |
Restricted cash and cash equivalents | 0 | 225,000 | |
Property and equipment, net | 7,765,000 | 7,867,000 | 8,436,000 |
Goodwill | 701,000 | 701,000 | 701,000 |
Other long-term assets | 1,285,000 | 1,829,000 | 1,827,000 |
Total assets | 191,453,000 | 51,864,000 | 28,202,000 |
Current liabilities: | |||
Accrued liabilities | 7,667,000 | 3,182,000 | 3,817,000 |
Accounts payable | 8,250,000 | 3,456,000 | 3,826,000 |
Current portion of long-term debt, net | 1,949,000 | 7,791,000 | 9,585,000 |
Bridge note payable | 0 | 1,500,000 | |
Other current liabilities | 442,000 | 344,000 | 82,000 |
Total current liabilities | 18,308,000 | 14,773,000 | 18,810,000 |
Long-term debt, net | 26,877,000 | 1,555,000 | 9,301,000 |
Simple Agreements for Future Equity ("SAFE") liabilities | 0 | 122,588,000 | |
Warrant liabilities | 15,412,000 | 1,122,000 | 866,000 |
Other long-term liabilities | 1,240,000 | 1,401,000 | 1,304,000 |
Total liabilities | 61,837,000 | 18,851,000 | 152,869,000 |
Commitments and Contingencies | |||
Stockholders' deficit | |||
Common stock, value | 0 | 0 | |
Additional paid-in capital | 15,212,000 | 10,474,000 | 2,818,000 |
Accumulated other comprehensive loss | (20,000) | (1,000) | 0 |
Treasury stock | 0 | 0 | 0 |
Retained earnings/(accumulated deficit) | (294,430,000) | (222,203,000) | (127,485,000) |
Total stockholders' deficit | (279,238,000) | (211,730,000) | (124,667,000) |
Total liabilities, mezzanine equity and stockholders' deficit | 191,453,000 | 51,864,000 | 28,202,000 |
Series A Redeemable Convertible Preferred Stock | |||
Mezzanine equity | |||
Preferred stock, value | 244,743,000 | 244,743,000 | 0 |
Class A Common Stock | 244,743,000 | 244,743,000 | |
Stockholders' deficit | |||
Total stockholders' deficit | 244,743,000 | 0 | |
Series X Redeemable Convertible Preferred Stock | |||
Mezzanine equity | |||
Preferred stock, value | 164,111,000 | ||
Class A Common Stock | 164,111,000 | ||
Founders Preferred Stock | |||
Stockholders' deficit | |||
Preferred stock | 0 | 0 | 0 |
Total stockholders' deficit | 0 | 0 | |
Class A Common Stock | |||
Stockholders' deficit | |||
Common stock, value | 0 | 0 | |
Class B Common Stock | |||
Stockholders' deficit | |||
Common stock, value | 0 | 0 | |
Gores Metropoulos, Inc. | |||
Assets | |||
Cash and cash equivalents | 518,874 | 1,365,240 | 52,489 |
Deferred offering costs | 437,375 | ||
Prepaid assets | 59,460 | 136,399 | |
Total current assets | 578,334 | 1,501,639 | 489,864 |
Deferred income tax | 2,353 | ||
Investments and cash held in Trust Account | 405,725,195 | 406,434,959 | |
Total assets | 406,303,529 | 407,938,951 | 489,864 |
Current liabilities: | |||
Accrued liabilities | 2,935,896 | 53,203 | 335,418 |
State franchise tax accrual | 30,000 | 200,000 | 1,431 |
Notes and advances payable – related party | 150,000 | ||
Current income tax and interest payable | 133,004 | 1,102,662 | |
Total current liabilities | 3,098,900 | 1,355,865 | 486,849 |
Deferred underwriting compensation | 14,000,000 | 14,000,000 | |
Total liabilities | 17,098,900 | 15,355,865 | 486,849 |
Commitments and Contingencies | |||
Mezzanine equity | |||
Class A Common Stock | 384,204,620 | 387,134,760 | |
Stockholders' deficit | |||
Preferred stock | 0 | 0 | 0 |
Additional paid-in capital | 2,954,117 | 24,006 | 23,922 |
Retained earnings/(accumulated deficit) | 2,044,734 | 5,423,191 | (21,985) |
Total stockholders' deficit | 5,000,009 | 5,448,326 | 3,015 |
Total liabilities, mezzanine equity and stockholders' deficit | 406,303,529 | 407,938,951 | 489,864 |
Gores Metropoulos, Inc. | Class A Common Stock | |||
Stockholders' deficit | |||
Common stock, value | 158 | 129 | |
Total stockholders' deficit | 158 | 129 | |
Gores Metropoulos, Inc. | Class F Common Stock | |||
Stockholders' deficit | |||
Common stock, value | 1,000 | 1,000 | 1,078 |
Total stockholders' deficit | $ 1,000 | $ 1,000 | $ 1,078 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Treasury stock shares outstanding | 480,965 | 363,766 | 262,116 |
Series A Redeemable Convertible Preferred Stock | |||
Temporary equity par or stated value per share | $ 0.00001 | $ 0.00001 | $ 0.00001 |
Temporary equity shares authorised | 7,537,269 | 7,537,269 | 0 |
Temporary equity shares issued | 6,956,100 | 6,956,100 | 0 |
Temporary equity shares outstanding | 6,956,100 | 6,956,100 | 0 |
Class A subject to possible redemption, shares | 6,956,100 | 6,956,100 | 0 |
Series X Redeemable Convertible Preferred Stock | |||
Temporary equity par or stated value per share | $ 0.00001 | $ 0.00001 | |
Temporary equity shares authorised | 1,472,905 | 0 | |
Temporary equity shares issued | 1,251,971 | 0 | |
Temporary equity shares outstanding | 1,251,971 | 0 | |
Class A subject to possible redemption, shares | 1,251,971 | 0 | |
Founders Preferred Stock | |||
Preferred stock, par value | $ 0.00001 | $ 0.00001 | $ 0.00001 |
Preferred stock, shares authorized | 1,922,600 | 1,922,600 | 1,922,600 |
Preferred stock, shares issued | 1,922,600 | 1,922,600 | 1,922,600 |
Preferred stock, shares outstanding | 1,922,600 | 1,922,600 | 1,922,600 |
Class A Common Stock | |||
Common stock, par value | $ 0.00001 | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 31,500,000 | 20,800,000 | 13,000,000 |
Common stock, shares issued | 10,244,043 | 10,244,043 | 9,855,336 |
Common stock, shares outstanding | 9,763,078 | 9,880,277 | 9,593,220 |
Class B Common Stock | |||
Common stock, par value | $ 0.00001 | $ 0.00001 | |
Common stock, shares authorized | 7,711,738 | 0 | |
Common stock, shares issued | 0 | 0 | |
Common stock, shares outstanding | 0 | 0 | |
Gores Metropoulos, Inc. | |||
Temporary equity shares issued | 38,420,462 | 38,713,476 | 0 |
Class A subject to possible redemption, shares | 38,420,462 | 38,713,476 | 0 |
Class A subject to possible redemption, redemption value per share | $ 10 | $ 10 | $ 10 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 | 0 |
Common stock, shares authorized | 220,000,000 | 220,000,000 | |
Gores Metropoulos, Inc. | Class A Common Stock | |||
Temporary equity par or stated value per share | $ 38,420,462 | $ 38,713,476 | |
Temporary equity shares issued | 38,713,476 | 0 | |
Class A subject to possible redemption, shares | 38,713,476 | 0 | |
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 | 200,000,000 |
Common stock, shares issued | 1,579,538 | 1,286,524 | 0 |
Common stock, shares outstanding | 1,579,538 | 1,286,524 | 0 |
Gores Metropoulos, Inc. | Class F Common Stock | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 20,000,000 | 20,000,000 | 20,000,000 |
Common stock, shares issued | 10,000,000 | 10,000,000 | 10,000,000 |
Common stock, shares outstanding | 10,000,000 | 10,000,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | 4 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2018 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Net sales | $ 11,519,000 | $ 6,803,000 | $ 12,602,000 | $ 11,692,000 | |||
Cost of sales | 18,209,000 | 9,346,000 | 16,655,000 | 10,939,000 | |||
Gross Profit (loss) | (6,690,000) | (2,543,000) | (4,053,000) | 753,000 | |||
Selling and marketing expenses | 5,407,000 | 3,305,000 | 4,730,000 | 3,025,000 | |||
General and administrative expenses | 16,116,000 | 11,744,000 | 16,861,000 | 21,872,000 | |||
Research and development expenses | 28,268,000 | 27,376,000 | 36,971,000 | 40,085,000 | |||
Operating loss | (56,481,000) | (44,968,000) | (62,615,000) | (64,229,000) | |||
Other income - interest income | 162,000 | 265,000 | 509,000 | 12,000 | |||
Interest expense | (2,097,000) | (1,762,000) | (2,239,000) | (2,654,000) | |||
Change in fair value of SAFE notes | (24,215,000) | (24,215,000) | (12,345,000) | ||||
Change in fair values of warrant liabilities | (12,562,000) | (164,000) | (256,000) | (143,000) | |||
Loss on extinguishment of debt | (866,000) | (6,124,000) | (6,124,000) | 0 | |||
Other income | 10,000 | 234,000 | 262,000 | 0 | |||
Other expense | (393,000) | (40,000) | (40,000) | (191,000) | |||
Net income/(loss) before income taxes | (72,227,000) | (76,774,000) | (94,718,000) | (79,550,000) | |||
Income taxes | 0 | 0 | |||||
Net income/(loss) attributable to common shares | $ (72,227,000) | $ (76,774,000) | $ (94,718,000) | $ (79,550,000) | |||
Net income (loss) attributable to common stockholders, basic and diluted | $ (8.25) | $ (9.46) | $ (11.47) | $ (12) | |||
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted | 9,510,996 | 8,676,669 | 8,718,104 | 6,631,873 | |||
Gores Metropoulos, Inc. | |||||||
Professional fees and other expenses | $ (4,049,658) | $ (150,796) | $ (20,554) | $ (4,408,626) | $ (460,780) | $ (620,871) | |
State franchise taxes, other than income tax | (50,000) | (50,000) | (1,431) | (150,000) | (150,000) | (200,000) | |
Operating loss | (4,099,658) | (200,796) | (21,985) | (4,558,626) | (610,780) | (820,871) | |
Other income - interest income | 7,707,654 | ||||||
Other income | 26,672 | 2,112,905 | 1,351,950 | 6,005,266 | |||
Net income/(loss) before income taxes | (4,072,986) | 1,912,109 | (21,985) | (3,206,676) | 5,394,486 | 6,886,783 | |
Income taxes | 46,571 | (405,292) | (171,781) | (1,132,843) | (1,441,607) | ||
Net income/(loss) attributable to common shares | (4,026,415) | 1,506,817 | $ (21,985) | (3,378,457) | 4,261,643 | 5,445,176 | |
Gores Metropoulos, Inc. | Class A Common Stock | |||||||
Net income/(loss) attributable to common shares | $ (3,215,855) | $ 1,627,320 | $ (2,433,543) | $ 4,654,530 | $ 5,938,019 | ||
Net income (loss) attributable to common stockholders, basic and diluted | $ (0.08) | $ 0.04 | $ (0.06) | $ 0.13 | $ 0.16 | ||
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted | 40,000,000 | 40,000,000 | 40,000,000 | 34,872,000 | 36,164,000 | ||
Gores Metropoulos, Inc. | Class F Common Stock | |||||||
Net income/(loss) attributable to common shares | $ (810,560) | $ (120,503) | $ (944,914) | $ (392,887) | $ (492,843) | $ (21,985) | |
Net income (loss) attributable to common stockholders, basic and diluted | $ (0.08) | $ (0.01) | $ 0 | $ (0.09) | $ (0.04) | $ (0.05) | |
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted | 10,000,000 | 10,000,000 | 10,000,000 | 10,217,500 | 10,162,656 | 10,781,250 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (72,227) | $ (76,774) | $ (94,718) | $ (79,550) |
Other comprehensive loss, net of tax: | ||||
Changes in unrealized loss on marketable securities | (19) | (1) | 0 | |
Comprehensive loss | $ (72,246) | $ (76,774) | $ (94,717) | $ (79,550) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders' Deficit - USD ($) | Total | Series A Redeemable Convertible Preferred Stock | Series X Redeemable Convertible Preferred Stock | Founders Preferred Stock | Common Stock | Treasury stock | Additional Paid-In Capital | Accumulated other comprehensive (loss) | Accumulated deficit | Gores Metropoulos, Inc. | Gores Metropoulos, Inc.Class A Common Stock | Gores Metropoulos, Inc.Class F Common Stock | Gores Metropoulos, Inc.Additional Paid-In Capital | Gores Metropoulos, Inc.Accumulated deficit | Gores Metropoulos, Inc.Retained Earnings/(Acc. Deficit) |
Beginning Balance at Dec. 31, 2017 | $ (47,200,000) | $ 0 | $ 0 | $ 0 | $ 735,000 | $ 0 | $ (47,935,000) | ||||||||
Beginning Balance (in shares) at Dec. 31, 2017 | 0 | 1,922,600 | 9,337,270 | ||||||||||||
Issuance of restricted common stock | 21,000 | $ 518,066,000 | 21,000 | ||||||||||||
Share-based compensation | 2,062,000 | 2,062,000 | |||||||||||||
Net loss | (79,550,000) | (79,550,000) | $ (21,985) | ||||||||||||
Temporary Equity, Ending Balance (in shares) at Dec. 31, 2018 | 0 | ||||||||||||||
Ending Balance at Dec. 31, 2018 | (124,667,000) | $ 0 | $ 0 | 0 | 2,818,000 | (127,485,000) | (127,485,000) | $ 3,015 | $ 1,078 | $ 23,922 | $ (21,985) | $ (21,985) | |||
Ending Balance (in shares) at Dec. 31, 2018 | 0 | 1,922,600 | 9,855,336 | 10,781,250 | |||||||||||
Beginning Balance at Aug. 27, 2018 | 0 | $ 0 | $ 0 | 0 | 0 | ||||||||||
Beginning Balance (in shares) at Aug. 27, 2018 | 0 | 0 | |||||||||||||
Sale of common stock to Sponsor in October 2018 | 25,000 | $ 1,078 | 23,922 | ||||||||||||
Sale of common stock to Sponsor in October 2018, shares | 10,781,250 | ||||||||||||||
Net loss | (21,985) | (21,985) | |||||||||||||
Temporary Equity, Ending Balance (in shares) at Dec. 31, 2018 | 0 | ||||||||||||||
Ending Balance at Dec. 31, 2018 | (124,667,000) | $ 0 | $ 0 | 0 | 2,818,000 | (127,485,000) | (127,485,000) | 3,015 | $ 1,078 | 23,922 | (21,985) | (21,985) | |||
Ending Balance (in shares) at Dec. 31, 2018 | 0 | 1,922,600 | 9,855,336 | 10,781,250 | |||||||||||
Forfeited Class F Common stock by Sponsor | $ (78) | 78 | |||||||||||||
Forfeited Class F Common stock by Sponsor (in shares) | (781,250) | ||||||||||||||
Proceeds from initial public offering of Units on February 5, 2019 at $10.00 per Unit | 400,000,000 | $ 4,000 | 399,996,000 | ||||||||||||
Proceeds from initial public offering of Units on February 5, 2019 at $10.00 per Unit (in shares) | 40,000,000 | ||||||||||||||
Sale of 6,666,666 Private Placement Warrants to Sponsor on February 5, 2019 at $1.50 per Private Placement Warrant | 10,000,000 | 10,000,000 | |||||||||||||
Underwriters discounts | (8,000,000) | (8,000,000) | |||||||||||||
Offering costs charged to additional paid-in capital | (865,105) | (865,105) | |||||||||||||
Deferred underwriting compensation | (14,000,000) | (14,000,000) | |||||||||||||
Issuance of restricted common stock | 23,000 | 23,000 | |||||||||||||
Issuance of restricted common stock (in shares) | 123,717 | ||||||||||||||
Share-based compensation | 1,856,000 | 1,856,000 | |||||||||||||
Conversion of SAFE into preferred stock for cash, net of issuance costs of $3,775 | $ 169,951,000 | ||||||||||||||
Conversion of SAFE into preferred stock for cash, net of issuance costs of $3,775 (in shares) | 5,053,022 | ||||||||||||||
Conversion of SAFE into common stock | 4,925,000 | 4,925,000 | |||||||||||||
Conversion of SAFE into common stock (in shares) | 264,990 | ||||||||||||||
Temporary Equity, Stock Issued During Period, Value, New Issues | $ 67,073,000 | ||||||||||||||
Issuance of Series stock for cash, net of issuance costs (in shares) | 1,585,674 | ||||||||||||||
Class A common stock subject to possible redemption; at a redemption price of $10.00,(in shares) | (38,639,955) | ||||||||||||||
Class A common stock subject to possible redemption; at a redemption price of $10.00 | (386,399,550) | $ (3,864) | (386,395,686) | ||||||||||||
Net loss | (76,774,000) | (76,774,000) | 4,261,643 | 4,654,530 | $ (392,887) | 4,261,643 | |||||||||
Conversion of debt into preferred stock | $ 7,719,000 | ||||||||||||||
Conversion of debt into preferred stock (in shares) | 317,404 | ||||||||||||||
Temporary Equity, Ending Balance at Sep. 30, 2019 | $ 244,743,000 | ||||||||||||||
Temporary Equity, Ending Balance (in shares) at Sep. 30, 2019 | 6,956,100 | ||||||||||||||
Ending Balance at Sep. 30, 2019 | (194,637,000) | 9,622,000 | (204,259,000) | 5,000,003 | $ 136 | $ 1,000 | 759,209 | 4,239,658 | |||||||
Ending Balance (in shares) at Sep. 30, 2019 | 1,922,600 | 10,244,043 | 1,360,045 | 10,000,000 | |||||||||||
Temporary Equity, Beginning Balance (in shares) at Dec. 31, 2018 | 0 | ||||||||||||||
Beginning Balance at Dec. 31, 2018 | (124,667,000) | $ 0 | $ 0 | 0 | 2,818,000 | (127,485,000) | (127,485,000) | 3,015 | $ 1,078 | 23,922 | $ (21,985) | (21,985) | |||
Beginning Balance (in shares) at Dec. 31, 2018 | 0 | 1,922,600 | 9,855,336 | 10,781,250 | |||||||||||
Forfeited Class F Common stock by Sponsor | $ (78) | 78 | |||||||||||||
Forfeited Class F Common stock by Sponsor (in shares) | (781,250) | ||||||||||||||
Proceeds from initial public offering of Units on February 5, 2019 at $10.00 per Unit | 400,000,000 | $ 4,000 | 399,996,000 | ||||||||||||
Proceeds from initial public offering of Units on February 5, 2019 at $10.00 per Unit (in shares) | 40,000,000 | ||||||||||||||
Sale of 6,666,666 Private Placement Warrants to Sponsor on February 5, 2019 at $1.50 per Private Placement Warrant | 10,000,000 | 10,000,000 | |||||||||||||
Underwriters discounts | (8,000,000) | (8,000,000) | |||||||||||||
Offering costs charged to additional paid-in capital | (865,105) | (865,105) | |||||||||||||
Deferred underwriting compensation | (14,000,000) | (14,000,000) | |||||||||||||
Issuance of restricted common stock | 29,000 | 29,000 | |||||||||||||
Issuance of restricted common stock (in shares) | 123,717 | ||||||||||||||
Share-based compensation | 2,702 | 2,702 | |||||||||||||
Conversion of SAFE into preferred stock for cash, net of issuance costs of $3,775 | $ 169,951,000 | ||||||||||||||
Conversion of SAFE into preferred stock for cash, net of issuance costs of $3,775 (in shares) | 5,053,022 | ||||||||||||||
Conversion of SAFE into common stock | 4,925,000 | 4,925,000 | |||||||||||||
Conversion of SAFE into common stock (in shares) | 264,990 | ||||||||||||||
Temporary Equity, Stock Issued During Period, Value, New Issues | $ 67,073,000 | ||||||||||||||
Issuance of Series stock for cash, net of issuance costs (in shares) | 1,585,674 | ||||||||||||||
Other comprehensive loss, net of tax | (1) | (1) | |||||||||||||
Class A common stock subject to possible redemption; at a redemption price of $10.00,(in shares) | (38,713,476) | ||||||||||||||
Class A common stock subject to possible redemption; at a redemption price of $10.00 | (387,134,760) | $ (3,871) | (387,130,889) | ||||||||||||
Net loss | (94,718,000) | (94,718,000) | 5,445,176 | 5,938,019 | $ (492,843) | 5,445,176 | |||||||||
Conversion of debt into preferred stock | $ 7,719,000 | ||||||||||||||
Conversion of debt into preferred stock (in shares) | 317,404 | ||||||||||||||
Temporary Equity, Ending Balance at Dec. 31, 2019 | $ 244,743,000 | 387,134,760 | |||||||||||||
Temporary Equity, Ending Balance (in shares) at Dec. 31, 2019 | 6,956,100 | 0 | |||||||||||||
Ending Balance at Dec. 31, 2019 | (211,730,000) | $ 244,743,000 | $ 0 | $ 0 | 0 | 10,474,000 | (1,000) | (222,203,000) | 5,448,326 | $ 129 | $ 1,000 | 24,006 | 5,423,191 | ||
Ending Balance (in shares) at Dec. 31, 2019 | 6,956,100 | 1,922,600 | 10,244,043 | 1,286,524 | 10,000,000 | ||||||||||
Beginning Balance at Jun. 30, 2019 | 5,000,006 | $ 151 | $ 1,000 | 2,266,014 | 2,732,841 | ||||||||||
Beginning Balance (in shares) at Jun. 30, 2019 | 1,510,727 | 10,000,000 | |||||||||||||
Class A common stock subject to possible redemption; at a redemption price of $10.00,(in shares) | (150,682) | ||||||||||||||
Class A common stock subject to possible redemption; at a redemption price of $10.00 | (1,506,820) | $ (15) | (1,506,805) | ||||||||||||
Net loss | 1,506,817 | 1,627,320 | $ (120,503) | 1,506,817 | |||||||||||
Temporary Equity, Ending Balance at Sep. 30, 2019 | $ 244,743,000 | ||||||||||||||
Temporary Equity, Ending Balance (in shares) at Sep. 30, 2019 | 6,956,100 | ||||||||||||||
Ending Balance at Sep. 30, 2019 | (194,637,000) | 9,622,000 | (204,259,000) | 5,000,003 | $ 136 | $ 1,000 | 759,209 | 4,239,658 | |||||||
Ending Balance (in shares) at Sep. 30, 2019 | 1,922,600 | 10,244,043 | 1,360,045 | 10,000,000 | |||||||||||
Temporary Equity, Beginning Balance at Dec. 31, 2019 | $ 244,743,000 | 387,134,760 | |||||||||||||
Temporary Equity, Beginning Balance (in shares) at Dec. 31, 2019 | 6,956,100 | 0 | |||||||||||||
Beginning Balance at Dec. 31, 2019 | (211,730,000) | $ 244,743,000 | $ 0 | $ 0 | $ 0 | 10,474,000 | (1,000) | (222,203,000) | 5,448,326 | $ 129 | $ 1,000 | 24,006 | 5,423,191 | ||
Beginning Balance (in shares) at Dec. 31, 2019 | 6,956,100 | 1,922,600 | 10,244,043 | 1,286,524 | 10,000,000 | ||||||||||
Temporary Equity, Stock Issued During Period, Value, New Issues | $ 164,111,000 | ||||||||||||||
Issuance of Series stock for cash, net of issuance costs (in shares) | 1,251,971 | ||||||||||||||
Share-based compensation and Conversion to Common Stock | 4,738,000 | 4,738,000 | |||||||||||||
Other comprehensive loss, net of tax | (19,000) | (19,000) | |||||||||||||
Class A common stock subject to possible redemption; at a redemption price of $10.00,(in shares) | 293,014 | ||||||||||||||
Class A common stock subject to possible redemption; at a redemption price of $10.00 | 2,930,140 | $ 29 | 2,930,111 | ||||||||||||
Net loss | (72,227,000) | (72,227,000) | (3,378,457) | (2,433,543) | $ (944,914) | (3,378,457) | |||||||||
Temporary Equity, Ending Balance at Sep. 30, 2020 | $ 244,743,000 | $ 164,111,000 | 384,204,620 | ||||||||||||
Temporary Equity, Ending Balance (in shares) at Sep. 30, 2020 | 6,956,100 | 1,251,971 | |||||||||||||
Ending Balance at Sep. 30, 2020 | (279,238,000) | 15,212,000 | (20,000) | (294,430,000) | 5,000,009 | $ 158 | $ 1,000 | 2,954,117 | 2,044,734 | ||||||
Ending Balance (in shares) at Sep. 30, 2020 | 1,922,600 | 10,244,043 | 1,579,538 | 10,000,000 | |||||||||||
Beginning Balance at Jun. 30, 2020 | 6,096,284 | $ 129 | $ 1,000 | 24,006 | 6,071,149 | ||||||||||
Beginning Balance (in shares) at Jun. 30, 2020 | 1,286,524 | 10,000,000 | |||||||||||||
Class A common stock subject to possible redemption; at a redemption price of $10.00,(in shares) | 293,014 | ||||||||||||||
Class A common stock subject to possible redemption; at a redemption price of $10.00 | 2,930,140 | $ 29 | 2,930,111 | ||||||||||||
Net loss | (4,026,415) | (3,215,855) | $ (810,560) | (4,026,415) | |||||||||||
Temporary Equity, Ending Balance at Sep. 30, 2020 | $ 244,743,000 | $ 164,111,000 | 384,204,620 | ||||||||||||
Temporary Equity, Ending Balance (in shares) at Sep. 30, 2020 | 6,956,100 | 1,251,971 | |||||||||||||
Ending Balance at Sep. 30, 2020 | $ (279,238,000) | $ 15,212,000 | $ (20,000) | $ (294,430,000) | $ 5,000,009 | $ 158 | $ 1,000 | $ 2,954,117 | $ 2,044,734 | ||||||
Ending Balance (in shares) at Sep. 30, 2020 | 1,922,600 | 10,244,043 | 1,579,538 | 10,000,000 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders' Deficit (Parenthetical) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Unit price (in dollars per Unit) | $ 64.96 | $ 64.96 | ||
Series A Redeemable Convertible Preferred Stock | ||||
Class A common stock subject to possible redemption (in shares) | 6,956,100 | 6,956,100 | 0 | |
Series X Redeemable Convertible Preferred Stock | ||||
Temporary equity issuance costs | $ 5,889,000 | |||
Unit price (in dollars per Unit) | $ 140.78 | $ 140.78 | ||
Class A common stock subject to possible redemption (in shares) | 1,251,971 | 0 | ||
Class A Common Stock | ||||
Stock issuance costs | $ 1,592,000 | $ 1,592,000 | ||
Gores Metropoulos, Inc. | ||||
Number of warrants sold | 6,666,666 | 6,666,666 | ||
Warrants sold, price per warrant | $ 1.50 | $ 1.50 | ||
Class A common stock subject to possible redemption (in shares) | 38,420,462 | 38,639,955 | 38,713,476 | 0 |
Class A common stock subject to possible redemption, redemption price | $ 10 | $ 10 | $ 10 | $ 10 |
Gores Metropoulos, Inc. | Class A Common Stock | ||||
Unit price (in dollars per Unit) | $ 10 | $ 10 | ||
Class A common stock subject to possible redemption (in shares) | 38,713,476 | 0 | ||
Conversion Of Simple Agreements For Future Equity Into Temporary Equity | Series A Redeemable Convertible Preferred Stock | ||||
Temporary equity issuance costs | $ 3,775,000 | |||
Conversion Of Simple Agreements For Future Equity Into Temporary Equity | Series X Redeemable Convertible Preferred Stock | ||||
Temporary equity issuance costs | $ 3,775,000 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows - USD ($) | 4 Months Ended | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2018 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Cash flows from operating activities: | |||||
Net loss | $ (72,227,000) | $ (76,774,000) | $ (94,718,000) | $ (79,550,000) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||||
Depreciation and amortization | 1,929,000 | 1,712,000 | 2,316,000 | 1,494,000 | |
Change in fair value of warrants and SAFE liabilities | 12,562,000 | 24,379,000 | 24,471,000 | 12,488,000 | |
Write-down of inventories | 4,393,000 | 64,000 | 1,378,000 | 3,486,000 | |
Loss on disposal of property and equipment | 30,000 | 37,000 | 37,000 | 188,000 | |
Loss on extinguishment of debt | 866,000 | 6,124,000 | 6,124,000 | 0 | |
Share-based compensation | 4,710,000 | 1,856,000 | 2,702,000 | 2,062,000 | |
Loss on write off of property and equipment | 359,000 | 0 | 0 | ||
Changes in operating assets and liabilities | |||||
Accounts receivable | 723,000 | (74,000) | 805,000 | (364,000) | |
Inventories | (3,206,000) | (1,880,000) | (2,454,000) | (6,054,000) | |
Other current assets | (3,571,000) | (1,072,000) | 179,000 | (874,000) | |
Other long-term assets | 544,000 | (13,000) | (2,000) | (887,000) | |
Accounts payable | 2,462,000 | (1,154,000) | (431,000) | 454,000 | |
Accrued liabilities | 2,606,000 | 1,383,000 | (550,000) | (820,000) | |
Other current liabilities | 279,000 | 142,000 | 102,000 | 36,000 | |
Other long-term liabilities | (190,000) | (127,000) | (160,000) | 1,252,000 | |
Net cash provided by/(used in) operating activities | (47,731,000) | (45,398,000) | (60,201,000) | (67,089,000) | |
Cash flows from investing activities: | |||||
Purchase of marketable securities | (123,403,000) | (6,908,000) | 0 | ||
Proceeds from maturities of marketable securities | 8,465,000 | ||||
Proceeds from sale of marketable securities | 4,448,000 | 249,000 | |||
Purchase of property and equipment | (1,981,000) | (1,122,000) | (1,487,000) | (4,388,000) | |
Proceeds from disposal of property and equipment | 18,000 | 368,000 | 368,000 | 0 | |
Net cash used in investing activities | (112,453,000) | (754,000) | (7,778,000) | (4,388,000) | |
Cash flows from financing activities: | |||||
Settlement of SAFE notes | (5,609,000) | (5,609,000) | 0 | ||
Principal payments on financing obligations | (11,206,000) | (6,968,000) | (9,540,000) | (4,556,000) | |
Proceeds from the issuance of debt | 31,910,000 | 0 | 5,940,000 | ||
Proceeds from issuance of SAFE notes | 37,377,000 | 37,377,000 | 66,468,000 | ||
Principal payments on capital leases | (159,000) | (64,000) | (118,000) | (15,000) | |
Proceeds from issuance of Convertible Preferred stock | 68,666,000 | 0 | |||
Proceeds from issuance of restricted common stock | 61,000 | 61,000 | 84,000 | ||
Financing costs paid for debt | (361,000) | (5,367,000) | (5,367,000) | 0 | |
Issuance cost paid for Series X Preferred stock | (5,662,000) | ||||
Payment made for merger related expense | (707,000) | ||||
Repurchase of Common Stock | (11,000) | (11,000) | (13,000) | (2,000) | |
Proceeds from sale of Private Placement Warrants to Sponsor | 46,000,000 | ||||
Net cash provided by financing activities | 183,804,000 | 88,085,000 | 85,457,000 | 67,919,000 | |
Net increase (decrease) in cash and cash equivalents and restricted cash and cash equivalents | 23,620,000 | 41,933,000 | 17,478,000 | (3,558,000) | |
Beginning cash and cash equivalents and restricted cash and cash equivalents | 27,305,000 | 9,827,000 | 9,827,000 | 13,385,000 | |
Ending cash and cash equivalents and restricted cash and cash equivalents | $ 9,827,000 | 50,925,000 | 51,760,000 | 27,305,000 | 9,827,000 |
Supplemental disclosures of cash flow information: | |||||
Cash paid for interest | 2,013,000 | 1,652,000 | 2,018,000 | 2,220,000 | |
Cash paid for income taxes | 0 | 1,000 | |||
Noncash Investing and Financing Items [Abstract] | |||||
Conversion of Bridge Note to Series A Convertible Preferred stock | 7,719,000 | 7,719,000 | 0 | ||
Conversion of SAFE notes into common stock | 4,925,000 | 4,925,000 | 0 | ||
Conversion of SAFE notes into Series A Convertible Preferred stock | 173,726,000 | 173,726,000 | 0 | ||
Assets acquired on capital leases | 43,000 | 430,000 | 397,000 | 79,000 | |
Purchases of property and equipment recorded in accounts payable and accrued liabilities | 313,000 | 79,000 | 150,000 | 249,000 | |
Merger related expense recorded in accounts payable and accrued liabilities | 3,669,000 | ||||
Issuance cost for Series X preferred stock recorded in accounts payable | 227,000 | ||||
Gores Metropoulos, Inc. | |||||
Cash flows from operating activities: | |||||
Net loss | (21,985) | (3,378,457) | 4,261,643 | 5,445,176 | |
Changes in operating assets and liabilities | |||||
Accrued liabilities | 335,418 | 2,882,693 | (294,056) | (282,215) | |
Changes in state franchise tax accrual | 1,431 | (170,000) | 148,569 | 198,569 | |
Changes in prepaid assets and deferred costs | 76,939 | (193,429) | (136,399) | ||
Changes in deferred offering costs | (437,375) | 437,375 | 437,375 | ||
Changes in current income tax and interest payable | (969,658) | 497,951 | 1,102,662 | ||
Changes in deferred income tax | 2,353 | 293,594 | (2,353) | ||
Net cash provided by/(used in) operating activities | (122,511) | (1,556,130) | 5,151,647 | 6,762,815 | |
Cash flows from investing activities: | |||||
Cash deposited in Trust Account | (400,000,000) | (400,000,000) | |||
Interest reinvested in Trust Account | 709,764 | (4,738,939) | (6,434,959) | ||
Net cash used in investing activities | 709,764 | (404,738,939) | (406,434,959) | ||
Cash flows from financing activities: | |||||
Proceeds from notes and advances payable - related party | 150,000 | ||||
Proceeds from sale of Class F common stock to Sponsor | 25,000 | ||||
Proceeds from sale of Units in initial public offering | 400,000,000 | 400,000,000 | 400,000,000 | ||
Proceeds from sale of Private Placement Warrants to Sponsor | 10,000,000 | 10,000,000 | |||
Repayment of notes and advances payable – related party | (150,000) | (150,000) | |||
Payment of underwriters' discounts and commissions | (8,000,000) | (8,000,000) | |||
Payment of accrued offering costs | (865,105) | (865,105) | |||
Net cash provided by financing activities | 175,000 | 400,984,895 | 400,984,895 | ||
Net increase (decrease) in cash and cash equivalents and restricted cash and cash equivalents | 52,489 | (846,366) | 1,397,603 | 1,312,751 | |
Beginning cash and cash equivalents and restricted cash and cash equivalents | 1,365,240 | 52,489 | 52,489 | ||
Ending cash and cash equivalents and restricted cash and cash equivalents | $ 52,489 | 518,874 | 1,450,092 | 1,365,240 | $ 52,489 |
Supplemental disclosures of cash flow information: | |||||
Deferred Underwriting Compensation | 14,000,000 | 14,000,000 | |||
Cash paid for income taxes | 1,459,136 | 342,729 | |||
Cash paid for income and state franchise taxes | 342,729 | ||||
Series A Redeemable Convertible Preferred Stock | |||||
Cash flows from financing activities: | |||||
Proceeds from issuance of Convertible Preferred stock | $ 68,666,000 | ||||
Series X Redeemable Convertible Preferred Stock | |||||
Cash flows from financing activities: | |||||
Proceeds from issuance of Convertible Preferred stock | $ 170,000,000 | $ 170,000,000 |
Description of Business and Sum
Description of Business and Summary of Significant Accounting Policies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Description of Business and Summary of Significant Accounting Policies | Note 1. Description of Business and Summary of Significant Accounting Policies Description of Business Luminar Technologies, Inc. (the “Company”) is a developer of advanced sensor technologies for the autonomous vehicle industry, encompassing the latest in Laser Imaging, Detection and Ranging (lidar) technology. The Company’s Other Component Sales business unit develops ultra-sensitive pixel-based sensors and designs, tests and provides consulting services for non-standard The Company was incorporated in Delaware on March 31, 2015 and has research and manufacturing facilities located in Palo Alto, California as well as Orlando, Florida, which is the Company’s headquarters. Gores Metropoulos, Inc. Merger On August 24, 2020, Gores Metropoulos, Inc. (“Gores”), a special purpose acquisition company sponsored by Gores Metropoulos Sponsor, LLC, announced that it had entered into a definitive agreement for a business combination (“merger”) that would result in the Company becoming a wholly owned subsidiary of Gores. The merger was completed on December 2, 2020 and effective that date the Company comprised all of Gores’ material operations. As of September, 30 2020, the Company has incurred $6.1 million of merger related expenses of which $4.4 million have been capitalized. The capitalized costs have been recorded in balance sheet in other current assets. Out of the aggregate $4.4 million merger related costs, $707,000 has been paid with the remaining $3.7 million of which $2.1 million is recorded within accounts payable and $1.6 million is recorded within accrued liabilities. Basis of Presentation The accompanying condensed consolidated financial statements include the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. These condensed consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Accordingly, these interim condensed consolidated financial statements should be read in conjunction with the audited financial statements and accompanying notes for the years ended December 31, 2019 and 2018. The condensed consolidated balance sheet as of December 31, 2019, included herein, was derived from the audited financial statements of the Company as of that date. The unaudited condensed consolidated interim financial statements, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments, necessary to present fairly our financial position as of September 30, 2020, our results of operations, comprehensive loss and shareholders’ deficit for the nine month periods ended September 30, 2020 and 2019, and our cash flows for the nine month periods ended September 30, 2020 and 2019. The results of the nine month periods ended September 30, 2020 are not necessarily indicative of the results to be expected for the year ending December 31, 2020 or for any interim period or for any other future year. Emerging Growth Company Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) 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 This may make comparison of the Company’s financial statement with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult because of the potential differences in accounting standards used. Principles of Consolidation The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. Liquidity Since the date of incorporation, the Company has devoted its efforts to business planning, R&D, recruiting of management and technical staff, acquiring operating assets, and raising capital. The Company has incurred operating losses and negative operating cash flows since inception. The Company has a limited history of operations and its prospects are subject to risks, expenses, and uncertainties frequently encountered by early stage companies. These risks include, but are not limited to, the uncertainty of successfully developing its products, availability of additional financing, and the uncertainty of achieving future profitability. On August 24, 2020, the Company closed a private placement with both new investors and existing stockholders consisting of the sale of 1,251,971 shares of the Company’s Series X Preferred Stock, at a price of $135.8 per share for gross proceeds of approximately $170 million and net proceeds of approximately $164.3 million. The terms of the Series X Preferred Stock financing allow the Company to issue additional shares up to an aggregate value of approximately $30 million for which incremental transaction costs may be incurred. Management expects to use the proceeds from the private placement to continue its research efforts and to finance the ongoing operations of the Company. The Company’s ultimate success is dependent upon its ability to raise additional capital and to successfully develop and market its products. Significant Risks and Uncertainties The Company is subject to those risks common in the technology industry and also those risks common to early stage companies including, but not limited to, the possibility of not being able to successfully develop or market its products, technological obsolescence, competition, dependence on key personnel and key external alliances, the successful protection of its proprietary technologies, compliance with government regulations, and the possibility of not being able to obtain additional financing when needed. In December 2019, a novel strain of coronavirus (“COVID-19”) COVID-19 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 inventory reserves, warranty reserves, valuation allowance for deferred tax assets, valuation of Simple Agreements for Future Equity (the “SAFE”), valuation of warrants, Bridge Notes, promissory note and stock-based compensation including the fair value of the Company’s common stock, useful lives of property and equipment and intangible assets, and other loss contingencies. The Company bases its estimates on historical experience and on assumptions that it believes are reasonable. Due to the inherent uncertainty involved in making assumptions and estimates, changes in circumstances, including those arising from the impacts of the COVID-19 Product Warranties The Company typically provides a one-year Revenue from sales-type leases A portion of the Company’s sales are made through multi-year lease agreements with customers. When these arrangements are considered sales-type leases, upon delivery of leased products to customers, the Company recognizes revenue for such products in an amount equal to the net present value of the minimum lease payments. Unearned income is recognized as part of product revenue and is immaterial for the nine months ended September 30, 2020. Recent Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) ASU 2016-02, ASU 2016-02 right-of-use payments. The right-of-use 2016-02 2016-02 In June 2016, the FASB issued ASU 2016-13, 2016-13 In December 2019, the FASB issued ASU 2019-12, 2019-12 In August 2020, the FASB issued ASU 2020-06, Debt (ASC 470-20) 2020-06 2020-06 Recently Adopted Accounting Guidance In 2014, the FASB issued ASU 2014-09, In November 2016, the FASB issued ASU 2016-18, beginning-of-period end-of-period In January 2017, the FASB issued ASU 2017-04, tax-deductible | Note 1. Description of Business and Summary of Significant Accounting Policies Description of Business Luminar Technologies, Inc. (“Company”) is a developer of advanced sensor technologies for the autonomous vehicle industry, encompassing the latest in Laser Imaging, Detection and Ranging (lidar) technology. The Company’s Other Component Sales business unit develops ultra-sensitive pixel-based sensors and designs, tests and provides consulting services for non-standard The Company was incorporated in Delaware on March 31, 2015 and has research and manufacturing facilities located in Palo Alto, California and Orlando, Florida, which is also the Company’s headquarters. Basis of Presentation The Company has prepared the accompanying consolidated financial statements pursuant to generally accepted accounting principles in the United States (“GAAP”). Emerging Growth Company Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) 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 elected not to opt out of such extended transition period, 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 statement with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. Liquidity Since the date of incorporation, the Company has devoted its efforts to business planning, R&D, recruiting of management and technical staff, acquiring operating assets, and raising capital. The Company has incurred operating losses and negative operating cash flows since inception. The Company has a limited history of operations and its prospects are subject to risks, expenses, and uncertainties frequently encountered by early stage companies. These risks include, but are not limited to, the uncertainty of successfully developing its products, availability of additional financing and the uncertainty of achieving future profitability. On August 24, 2020, the Company closed a private placement with both new investors and existing stockholders consisting of the sale of 1,251,971 shares of the Company’s Series X Preferred Stock, at a price of $135.8 per share for gross proceeds of approximately $170 million and net proceeds of approximately $164.3 million. The terms of the Series X Preferred Stock financing allow the Company to issue additional shares up to an aggregate value of $30 million for which incremental transaction costs may be incurred. Management expects to use the proceeds from the private placement to continue its research efforts and to finance the ongoing operations of the Company. The Company’s ultimate success is dependent upon its ability to raise additional capital and to successfully develop and market its products. Significant Risks and Uncertainties The Company is subject to those risks common in the technology industry and also those risks common to early stage companies including, but not limited to, the possibility of not being able to successfully develop or market its products, technological obsolescence, competition, dependence on key personnel and key external alliances, the successful protection of its proprietary technologies, compliance with government regulations, and the possibility of not being able to obtain additional financing when needed. In December 2019, a novel strain of coronavirus (COVID-19) COVID-19 Concentration of Credit 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 balances in accounts held by major banks and financial institutions located in the United States and considers such risk to be minimal. Such bank deposits from time to time may be exposed to credit risk in excess of the Federal Deposit Insurance Corporation (FDIC) insurance limit. The Company’s accounts receivable is 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 advance payment from customers in certain circumstances. The Company generally does not require collateral. Three customers accounted for 31%, 15%, and 11%, respectively, of the Company’s accounts receivable at December 31, 2019 and three customers accounted for 27%, 23%, and 15%, respectively, of the Company’s accounts receivable at December 31, 2018. No vendor accounted for over 10% of accounts payable as of December 31, 2019 and one vendor accounted for 14% of accounts payable as of December 31, 2018. 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 inventory reserves, warranty reserves, valuation allowance for deferred tax assets, valuation of Simple Agreements for Future Equity (SAFEs), valuation of warrants, Bridge Notes, promissory notes and stock-based compensation including the fair value of the Company’s common stock (the “Common Stock”), useful lives of property and equipment and intangible assets, and other loss contingencies. The Company bases its estimates on historical experience and also on assumptions that it believes are reasonable. Due to the inherent uncertainty involved in making assumptions and estimates, changes in circumstances, including those arising from the impacts of the COVID-19 Cash Equivalents The Company considers all highly liquid investments with original maturity of three months or less to be cash equivalents. Cash equivalents, which include commercial paper and other short-term debt instruments, totaled $27.1 million and $9.6 million as of December 31, 2019 and December 31, 2018, respectively. Restricted cash consists of funds that are contractually restricted as to usage or withdrawal due to legal agreements. The Company determines current or non-current Marketable Securities Marketable securities generally consist of debt securities of corporate entities and commercial paper. The objectives for holding short-term investments are to invest the Company’s excess cash resources in investment vehicles that provide a better rate of return compared to an interest-bearing bank account with limited risk to the principal invested. These investments are classified as available-for-sale The Company determines the appropriate classification of these investments at the time of purchase and reevaluates such designation at each balance sheet date. The Company classifies the available-for-sale Realized gains and losses and declines in value determined to be other than temporary are based on the specific identification method and are included as a component of other income (expense), net in the consolidated statements of operations. The Company periodically evaluates its investments in marketable securities for other-than-temporary impairment. When assessing short-term marketable security investments for other-than-temporary declines in value, the Company considers such factors as, among other things, how significant the decline in value is as a percentage of the original cost, how long the market value of the investment has been less than its original cost, the Company’s ability and intent to retain the short-term marketable security investment for a period of time sufficient to allow for any anticipated recovery in fair value and market conditions in general. If any adjustment to fair value reflects a decline in the value of the marketable security that the Company considers to be “other than temporary,” the Company reduces the marketable securities through a charge to the consolidated statement of operations. No such adjustments were necessary during the periods presented. Accounts Receivable Accounts and trade receivables are recorded at the invoiced amount and do not bear interest. The Company reviews the need for an allowance for doubtful accounts quarterly based on historical experience with each customer and the specifics of each arrangement. At December 31, 2019 and 2018, the Company did not have material write-offs and did not record an allowance for doubtful accounts. Inventories Inventories consists of raw materials and supplies, work in process, and finished goods. Inventories are stated at the lower of cost or net realizable value. Costs are computed under the standard cost method, which approximates actual costs determined on a first-in, first-out Property and Equipment Property and equipment are stated at cost, net of accumulated depreciation and amortization. Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the respective assets. Assets are held as construction in progress until placed into service, upon which date, the Company begins to depreciate the assets over their estimated useful lives. The estimated useful lives of the Company’s assets are as follows: Estimated useful lives Computer hardware and software 3 years Demonstration units and fleet 2-5 Machinery and equipment 7years Furnitures and fixtures 7years Vehicles 5years Leasehold improvements Lesser of lease term or 10 years Expenditures for maintenance and repairs are charged to expense as incurred. When an asset is sold or otherwise disposed of, the cost and associated accumulated depreciation are removed from the accounts and the resulting gain or loss is recognized in the statement of income. Leases An arrangement is or contains a lease if there are specified assets and the right to control the use of a specified asset is conveyed for a period in exchange for consideration. Upon lease inception, the Company classifies leases as either operating or capital leases. Leases are classified as capital leases when the terms of the lease transfers substantially all of the risks and rewards of ownership to the lessee. All other leases are classified as operating leases. Operating leases are not recognized on the consolidated balance sheet. For capital leases, the Company recognizes capital lease assets and corresponding lease liabilities within the consolidated balance sheet at lease commencement. For income statement purposes, the Company recognizes rent expense on a straight-line basis for operating leases. For capital leases, the Company recognizes interest expense associated with the capital lease liability and depreciation expense associated with the capital lease asset. For capital lease assets and leasehold improvements, the estimated useful lives are limited to the shorter of the useful life of the asset or the term of the lease. Goodwill Goodwill represents the difference between the purchase price and the fair value of assets and liabilities acquired in a business combination. Goodwill is not amortized as the Company reviews goodwill for impairment annually on the last day of its fourth quarter and also if events or changes in circumstances indicate the occurrence of a triggering event. The Company reviews goodwill for impairment by initially considering qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill, as a basis for determining whether it is necessary to perform a quantitative analysis. If it is determined that it is more likely than not that the fair value of reporting unit is less than its carrying amount, a quantitative analysis is performed to identify goodwill impairment. The carrying amount of Goodwill as at December 31, 2019 and December 31, 2018 was $701,000. The carrying amount of Goodwill was $687,000 i Impairment of Long-Lived Assets Long-lived assets, such as property and equipment and other long-term assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying amount. If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent the carrying amount of the underlying asset exceeds its fair value. No impairment loss was recognized for the years ended December 31, 2019 and December 31, 2018. Product Warranties The Company typically provides a one-year Simple Agreements for Future Equity (“SAFE”) Liability The Company evaluates whether SAFE instruments are in the scope of ASC 480, Distinguishing Liabilities from Equity, which requires an entity to classify an instrument as a liability. The Company classifies SAFE instruments as liabilities as they are redeemable upon a change of control event which is not within the control of the Company. SAFEs are recorded at fair value, and subject to remeasurement through earnings at each balance sheet date until the date of their respective settlement. Debt The Company accounts for promissory notes payable using an amortized cost model pursuant to ASC 835. Debt issuance costs are amortized using the effective interest method over the contractual term of the note into interest expense. Debt discounts are presented on the consolidated balance sheets as a direct deduction from the carrying amount off that related debt. Debt modifications are evaluated using the guidance in Accounting Standard Codification (“ASC”) 470-50-40 Convertible Preferred Stock Series A Convertible Preferred Stock is classified in mezzanine equity as it contains terms that could force the Company to redeem the shares for cash or other assets upon the occurrence of an event not solely within the Company’s control. When it is probable that a redeemed preferred share will become redeemable, adjustments are recorded to adjust the carrying values. No adjustments have been recorded in 2019 or 2018. Derivatives The Company accounts for derivative instruments in accordance with ASC 815 – Derivatives and Hedging (“ASC 815”), which requires additional disclosures about the Company’s objectives and strategies for using derivative instruments, how the derivative instruments and related hedged items are accounted for, and how the derivative instruments and related hedging items affect the financial statements. The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risk. Terms of convertible debt instruments are reviewed to determine whether or not they contain embedded derivative instruments that are required under ASC 815 to be accounted for separately from the host contract and recorded on the consolidated balance sheets at fair value. Freestanding warrants issued by the Company in connection with the issuance of debt instruments are considered to be derivative instruments and are evaluated and accounted for in accordance with ASC 815. An evaluation of specifically identified conditions is made to determine whether the fair value of warrants issued is required to be classified as equity or as a derivative liability. The fair value of derivative liabilities, if any, is required to be revalued at each reporting date, with corresponding changes in fair value recorded in current period operating results. Treasury stock The Company accounts for treasury stock of common shares under the cost method and include treasury stock as a component of stockholders’ equity. Revenue Recognition In 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, management assessed the impact of the financial information in 2018 and determined that the financial results for the year ended December 31, 2018 would not have been impacted materially under application of ASC 606. For this reason, the discussion that follows describes the Company’s revenue recognition policies both before and after the adoption of ASC 606. Revenue recognition—Prior to the adoption of ASC 606 on January 1, 2019 Prior to January 1, 2019, the Company recognized revenue from sales of its products provided that (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred based on shipping terms, (iii) the price is fixed or determinable, and (iv) collectability is reasonably assured. Delivery occurred upon transfer of title and all risks and rewards of ownership to the customer, based on contract shipping terms. In some circumstances, substantive acceptance by the customer may exist, which results in the deferral of revenue until the customer formally accepts the product. Judgment may be required in determining if the acceptance is substantive. The Company also designs, tests and provides consulting services for custom application specific integrated circuits. For arrangements involving fixed price contracts which qualify as construction type and production type contracts, the Company recognizes revenue based on the percentage of completion accounting method using contract cost incurred to date compared to total estimated contract cost. For arrangements involving time & material contract, revenue is recognized based on time incurred provided collectability is probable. Sales taxes collected from customers and remitted to governmental authorities were accounted for on a net basis and therefore, were excluded from net sales. Shipping and handling costs billed to customers were recognized in revenue. Shipping and handling costs paid by the Company were included in cost of sales. Revenue from sales of products to resellers and distributors occurred upon delivery of products to the resellers and distributors assuming all other revenue recognition criteria were met. Revenue recognition—After the adoption of ASC 606 on January 1, 2019 Under ASC 606, The Company determines revenue recognition through the following steps: • Identifying the contract, or contracts, with the customer; • Identifying the performance obligations in the contract; • Determining the transaction price; • Allocating the transaction price to performance obligations in the contract; and • Recognizing revenue when, or as, the Company satisfies performance obligations by transferring the promised good or services. Nature of Products and Services and Revenue Recognition The majority of the Company’s revenue comes from product sales of lidar sensors to direct customers and distributors. Revenue is recognized at a point in time when control of the goods is transferred to the customer, generally occurring upon shipment or delivery dependent upon the terms of the underlying contract. Product sales to certain customers may require customer acceptance due to performance acceptance criteria that is considered more than a formality. For these product sales, revenue is recognized upon the expiration of the customer acceptance period. For custom products that require engineering and development based on customer requirements, the Company recognizes revenue over time using an input method based on contract cost incurred to date compared to total estimated contract cost (cost-to-cost). For service projects, the Company generally contracts with customers based on hourly rates. Revenue is recognized as services are performed and amounts are earned in accordance with the terms of a contract at estimated collectible amounts. Expenses associated with performance of work may be reimbursed with a markup depending on contractual terms and are included in revenues. Reimbursements include billings for travel and other out-of-pocket Arrangements with Multiple Performance Obligations When a contract involves multiple performance obligations, the Company accounts for individual products and services separately if the customer can benefit from the product or service on its own or with other resources that are readily available to the customer and the product or service is separately identifiable from other promises in the arrangement. The consideration is allocated between separate performance obligations in proportion to their estimated standalone selling price. The transactions to which the Company had to estimate standalone selling prices and allocate the arrangement consideration to multiple performance obligations were immaterial. The Company provides standard product warranties for a term of typically one year to ensure that its products comply with agreed-upon specifications. Standard warranties are considered to be assurance type warranties and are not accounted for as separate performance obligations. Please see Product Warranty for accounting policy on standard warranties. Other Policies, Judgments and Practical Expedients Contract balances. Remaining performance obligations. Significant financing component. payment and satisfaction of performance obligations for the vast majority of the Company’s contracts is one year or less; therefore, the Company applies a practical expedient and does not consider the effects of the time value of money. The Company’s contracts with customer prepayment terms do not include a significant financing component because the primary purpose is not to receive financing from the customers. Contract modifications catch-up Judgments and estimates. cost-to-cost catch-up catch-up Cost of Sales We include all manufacturing and sourcing costs incurred prior to the receipt of finished goods at our distribution facility in cost of sales. The cost of sales principally includes direct costs, product costs, purchasing costs, allocation of overhead associated with manufacturing operations, inbound freight charges, insurance, inventory write-downs, warranty cost and depreciation and amortization expense associated with our manufacturing and sourcing operations. Cost of sales also includes the direct cost and appropriate allocation of overheads involved in execution of service contract. Research and Development R&D expenses consist primarily of personnel-related expenses, consulting and contractor expenses, tooling and prototype materials to the extent no future benefit is expected and allocated overhead costs. Substantially all of the Company’s R&D expenses are related to developing new products and services and improving existing products and services. To date, R&D expenses have been expensed as incurred and included in the consolidated statements of operations. From time to time, the Company utilizes space or supporting resources normally associated with manufacturing operations to support development of new product models. The Company tracks these utilizations and classifies these costs as R&D costs. Stock-based Compensation Employees The Company measures the cost of share-based awards granted to employees and directors based on the grant-date fair value of the awards. The grant-date fair value of the stock options is calculated using a Black-Scholes option pricing model. The grant-date fair value of restricted stock is calculated based on the fair value of the underlying common stock less cash proceeds paid by the recipient to acquire the restricted stock. The fair value of the stock-based compensation is recognized on a straight-line basis over the requisite service period, which is generally the vesting period of the award. The Company elected to recognize the effect of forfeitures in the period they occur. Non-Employees On January 1, 2019, the Company adopted Accounting Standards Update (ASU) 2018-07, Compensation—Stock Compensation (ASC 718): Improvements to Nonemployee Share-Based Payment Accounting 2018-07, non-employees non-employees tranche-by-tranche 2018-07, non-employee non-employee 2018-07 2018-07 non-employee non-employee 2018-07. 2018-07. On January 1, 2019 the Company adopted ASU 2019-08, Compensation—Stock Compensation (ASC 718) and Revenue from Contracts with Customers (ASC 606). 2018-07, 2019-08. Foreign Currency The U.S. dollar is the functional currency of the Company’s consolidated entities operating in the U.S. and certain of its subsidiaries operating outside of the U.S. For transactions entered into a currency other than its functional currency, the monetary assets and liabilities are re-measured non-monetary re-measured re-measured re-measurement Gains and losses resulting from foreign exchange transactions and revaluation of monetary assets and liabilities in non-functional Income Taxes Income taxes are accounted under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the financial statement and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. The Company recognizes deferred tax assets to the extent that these assets are more likely than not to be realized. In making such a determination, all available positive and negative evidence are considered, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning The Company records uncertain tax positions in accordance with ASC 740 on the basis of a two-step more-likely-than-not The Company recognizes interest and penalties related to unrecognized tax benefits on the income tax expense line in the accompanying consolidated statement of operations. Accrued interest and penalties are included on the related tax liability line in the consolidated balance sheet. Commitments and Contingencies Liabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount within a range of loss can be reasonably estimated. When no amount within the range is a better estimate than any other amount, the Company accrues for the minimum amount within the range. Legal costs incurred in connection with loss contingencies are expensed as incurred. Recent Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (FASB) issued ASU 2016-02, 2016-02 right-of-use right-of-use 2016-02 2016-02 In June 2016, the FASB issued ASU 2016-13, on the measurement and recognition of expected credit losses for financial assets held. ASU 2016-13 In December 2019, the FASB issued ASU 2019-12, 2019-12 Recently Adopted Accounting Guidance In November 2016, ASU 2016-18 beginning-of-period end-of-period In January 2017, the FASB issued ASU 2017-04, tax-deductible |
Gores Metropoulos, Inc. | ||
Description of Business and Summary of Significant Accounting Policies | 2. Significant Accounting Policies Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (“SEC”), and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the financial position as of September 30, 2020 and the results of operations and cash flows for the periods presented. Operating results for the nine months ended September 30, 2020 are not necessarily indicative of results that may be expected for the full year or any other period. The accompanying unaudited consolidated financial statements should be read in conjunction with the Company’s audited financial statements included in the Company’s Annual Report on Form 10-K Principles of Consolidation The accompanying unaudited consolidated financial statements include the accounts of the Company and the accounts of the Company’s wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated upon consolidation. Net Income/(Loss) Per Common Share The Company has two classes of shares, which are referred to as Class A and Class F common stock, par value $0.0001 per share (the “Founder Shares”). Net income/(loss) per common share is computed utilizing the two-class two-class income/(loss) per common share for the period. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income/(loss) per share for each class of common stock: For the For the For the For the Class A Class F Class A Class F Class A Class F Class A Class F Basic and diluted net income/(loss) per share: Numerator: Allocation of net income/(loss) $ (3,215,855 ) $ (810,560 ) $ 1,627,320 $ (120,503 ) $ (2,433,543 ) $ (944,914 ) $ 4,654,530 $ (392,887 ) Denominator: Weighted-average shares outstanding 40,000,000 10,000,000 40,000,000 10,000,000 40,000,000 10,000,000 34,872,000 10,217,500 Basic and diluted net income/(loss) per share $ (0.08 ) $ (0.08 ) $ 0.04 $ (0.01 ) $ (0.06 ) $ (0.09 ) $ 0.13 $ (0.04 ) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution as well as the Trust Account, which at times, may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts. Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “ Fair Value Measurements and Disclosures Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 Redeemable Common Stock As discussed in Note 3, all of the 40,000,000 shares of Class A Stock sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with ASC 480, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Although the Company did not specify a maximum redemption threshold, its amended and restated certificate of incorporation provides that currently, the Company will not redeem its public shares in an amount that would cause its net tangible assets (stockholders’ equity) to be less than $5,000,001. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital. Accordingly, at September 30, 2020 and December 31, 2019, 38,420,462 and 38,713,476, respectively, of the 40,000,000 public shares are classified outside of permanent equity at their redemption value. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s 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 financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “ Income Taxes The Company accounts for uncertainty in income taxes by recognizing the tax benefit from an uncertain tax position only if it is more than likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The Company measures the tax benefits recognized in the financial statements from such a position based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate resolution. The application of income tax law is inherently complex. Laws and regulations in this area are voluminous and are often ambiguous. As such, the Company is required to make many subjective assumptions and judgments regarding income tax exposures. Interpretations of and guidance surrounding income tax law and regulations change over time and may result in changes to the Company’s subjective assumptions and judgments, which can materially affect amounts recognized in the balance sheets and statements of operations. The Company recognizes interest and penalties related to uncertain tax positions in other income (expense). No penalties or interest were recorded during the periods ended September 30, 2020 or December 31, 2019. The Company may be subject to potential examination by U.S. federal, states or foreign jurisdiction authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income amounts in various tax jurisdictions and compliance with U.S. federal, states or foreign tax laws. The Company is incorporated in the State of Delaware and is required to pay franchise taxes to the State of Delaware on an annual basis. Cash and Cash Equivalents The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. The Company continually monitors its positions with and the credit quality of the financial institutions with which it invests. Periodically, the Company may maintain balances in various operating accounts in excess of federally insured limits. The Company’s amended and restated certificate of incorporation provides that, other than the withdrawal of interest to pay taxes, if any, none of the funds held in trust will be released until the earlier of: (i) the completion of the Business Combination; (ii) the redemption of any public shares of common stock properly tendered in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of such public shares of common stock if the Company does not complete the Business Combination within 24 months from the IPO Closing Date; or (iii) the redemption of 100% of the public shares of common stock if the Company is unable to complete a Business Combination within 24 months from the IPO Closing Date, subject to the requirements of law and stock exchange rules. Investments and Cash Held in Trust Account At September 30, 2020, the Company had $405,725,195 in the Trust Account which may be utilized for a Business Combination. At September 30, 2020, the Trust Account consisted of money markets funds. The Company’s amended and restated certificate of incorporation provides that, other than the withdrawal of interest to pay taxes, if any, none of the funds held in trust will be released until the earlier of: (i) the completion of the Business Combination; (ii) the redemption of any public shares of common stock properly tendered in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of such public shares of common stock if the Company does not complete the Business Combination within 24 months from the IPO Closing Date; or (iii) the redemption of 100% of the public shares of common stock if the Company is unable to complete a Business Combination within 24 months from the IPO Closing Date, subject to the requirements of law and stock exchange rules. Recently issued accounting pronouncements not yet adopted Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements based on current operations of the Company. The impact of any recently issued accounting standards will be re-evaluated Going Concern Consideration If the Company does not complete its Business Combination by February 5, 2021, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten per-share In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the initial public offering price per unit in the Public Offering. In addition, if the Company fails to complete its Business Combination by February 5, 2021, there will be no redemption rights or liquidating distributions with respect to the warrants, which will expire worthless. In addition, at September 30, 2020 and December 31, 2019, the Company had current liabilities of $3,098,900 and $1,355,865, respectively, and working capital of ($2,520,566) and $145,774, respectively, largely due to amounts owed to professionals, consultants, advisors and others who worked on seeking a Business Combination or are working on the Proposed Business Combination, as the case may be, as described in Note 1 under “ Proposed Luminar Technologies, Inc. Business Combination. | 2. Significant Accounting Policies Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (“SEC”), and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the financial position as of December 31, 2019 and 2018 and the results of operations and cash flows for the periods presented. Net Income/(Loss) Per Common Share The Company has two classes of shares, which are referred to as Class A common stock (the “Common Stock”) and Class F common stock (the “Founder Shares”). Net income/(loss) per common share is computed utilizing the two-class two-class Year Ended December 31, 2019 For the Period from Class A Class F Class A Class F Basic and diluted net income/(loss) per share: Numerator: Allocation of net income/(loss) $ 5,938,019 $ (492,843 ) $ — $ (21,985 ) Denominator: Weighted-average shares outstanding 36,164,000 10,162,656 — 10,781,250 Basic and diluted net income/(loss) per share $ 0.16 $ (0.05 ) $ — $ (0.00 ) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution as well as the Trust Account, which at times, may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts. Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 820, “ Fair Value Measurements and Disclosures Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 Expenses of Offering Redeemable Common Stock As discussed in Note 3, all of the 40,000,000 shares of Common Stock sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with ASC 480, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Although the Company did not specify a maximum redemption threshold, its amended and restated certificate of incorporation provides that currently, the Company will not redeem its Public Shares in an amount that would cause its net tangible assets (stockholders’ equity) to be less than $5,000,001. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital. Accordingly, as of December 31, 2019, 38,713,476 of the 40,000,000 Public Shares are classified outside of permanent equity at their redemption value. Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s 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 financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “ Income Taxes. taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The Company accounts for uncertainty in income taxes by recognizing the tax benefit from an uncertain tax position only if it is more than likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The Company measures the tax benefits recognized in the financial statements from such a position based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate resolution. The application of income tax law is inherently complex. Laws and regulations in this area are voluminous and are often ambiguous. As such, the Company is required to make many subjective assumptions and judgments regarding income tax exposures. Interpretations of and guidance surrounding income tax law and regulations change over time and may result in changes to the Company’s subjective assumptions and judgments, which can materially affect amounts recognized in the balance sheets and statements of operations. The Company recognizes interest and penalties related to uncertain tax positions in other income (expense). No penalties or interest were recorded during the years ended December 31, 2019 or 2018. The Company may be subject to potential examination by U.S. federal, states or foreign jurisdiction authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income amounts various tax jurisdictions and compliance with U.S. federal, states or foreign tax laws. The Company is incorporated in the State of Delaware and is required to pay franchise taxes to the State of Delaware on an annual basis. Cash and Cash Equivalents The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. The Company continually monitors its positions with and the credit quality of the financial institutions with which it invests. Periodically, the Company may maintain balances in various operating accounts in excess of federally insured limits. Investments and Cash Held in Trust Account As of December 31, 2019, the Company had $406,434,959 in the Trust Account which may be utilized for Business Combinations. As of December 31, 2019, the Trust Account consisted of both cash and treasury bills. The Company’s amended and restated certificate of incorporation provides that, other than the withdrawal of interest to pay taxes, if any, none of the funds held in trust will be released until the earlier of: (i) the completion of the Business Combination; (ii) the redemption of any public shares of common stock properly tendered in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of such public shares of common stock if the Company does not complete the Business Combination within 24 months from the IPO Closing Date; or (iii) the redemption of 100% of the public shares of common stock if the Company is unable to complete a Business Combination within 24 months from the IPO Closing Date, subject to the requirements of law and stock exchange rules. Recently issued accounting pronouncements not yet adopted Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements based on current operations of the Company. The impact of any recently issued accounting standards will be re-evaluated Going Concern Consideration If the Company does not complete its Business Combination by February 5, 2021, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten per-share In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the initial public offering price per unit (the “Units”) in the Public Offering. In addition if the Company fails to complete its Business Combination by February 5, 2021, there will be no redemption rights or liquidating distributions with respect to the warrants, which will expire worthless. In addition, as of December 31, 2019 and 2018, the Company had current liabilities of $1,355,865 and $486,849, respectively, and working capital of $145,774 and $3,015, respectively, largely due to amounts owed to professionals, consultants, advisors and others who are working on seeking a Business Combination as described in Note 1. Such work is continuing after December 31, 2019 and amounts are continuing to accrue. |
Organization and Business Opera
Organization and Business Operations | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Gores Metropoulos, Inc. | ||
Organization and Business Operations | 1. Organization and Business Operations Organization and General Gores Metropoulos, Inc. (the “Company”) was incorporated in Delaware on August 28, 2018. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar Business Combination with one or more businesses (the “Business Combination”). The Company has neither engaged in any operations nor generated any revenue to date. The Company’s Sponsor is Gores Metropoulos Sponsor, LLC, a Delaware limited liability company (the “Sponsor”). The Company has selected December 31st as its fiscal year-end. On August 20, 2020, the Company formed two new wholly-owned subsidiaries, Dawn Merger Sub I, Inc., a Delaware corporation (“Dawn Merger Sub I”), and Dawn Merger Sub II, LLC (“Dawn Merger Sub II”), a Delaware limited liability company, in contemplation of the Proposed Business Combination (as defined below). At September 30, 2020, the Company had not commenced any operations. All activity for the period from August 28, 2018 (inception) through September 30, 2020 relates to the Company’s formation and initial public offering (“Public Offering”) described below, the identification and evaluation of prospective acquisition targets for a Business Combination and the entry into the Merger Agreement (as defined below) in connection with the Proposed Business Combination and transactions contemplated thereby. The Company completed the Public Offering on February 5, 2019 (the “IPO Closing Date”). The Company will not generate any operating revenues until after the completion of the Business Combination, at the earliest. Subsequent to the Public Offering, the Company generates non-operating Proposed Luminar Technologies, Inc. Business Combination On August 24, 2020, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, Dawn Merger Sub I, Dawn Merger Sub II and Luminar Technologies, Inc. (“Luminar”), which provides for, among other things: (a) the merger of Dawn Merger Sub I with and into Luminar, with Luminar continuing as the surviving corporation (the “First Merger”); and (b) immediately following the First Merger and as part of the same overall transaction as the First Merger, the merger of Luminar with and into Dawn Merger Sub II, with Dawn Merger Sub II continuing as the surviving entity (the “Second Merger” and, together with the First Merger, the “Mergers”). The transactions set forth in the Merger Agreement, including the Mergers, will constitute a “Business Combination” as contemplated by the Company’s Amended and Restated Certificate of Incorporation. Such transactions are hereinafter referred to as the “Proposed Business Combination.” The Merger Agreement and the transactions contemplated thereby were unanimously approved by the Board of Directors of the Company (the “Board”) on August 23, 2020. The Merger Agreement Pursuant to the Merger Agreement, the aggregate merger consideration payable to the stockholders of Luminar will be a number of shares of Company class A common stock, par value $0.0001 per share (the “Class A Stock”) and Company Class B common stock, par value $0.001 per share (the “Class B Stock”) (each deemed to have a value of $10.00 per share) with an implied value equal to $2,928,828,692, plus an aggregate amount of up to $30,000,000 depending on the amount of additional capital raised by Luminar prior to the closing of the Proposed Business Combination, divided by $10.00. Holders of shares of (a) Luminar’s Class A common stock, preferred stock and founders preferred stock will be entitled to receive a number of shares of newly-issued Class A Stock equal to the Per Share Company Stock Consideration (as defined in the Merger Agreement) issuable in Class A Stock and (b) Luminar’s Class B common stock will be entitled to receive a number of shares of newly-issued Company Class B common stock equal to the Per Share Company Stock Consideration issuable in Company Class B common stock. In addition to the consideration to be paid at the closing of the Proposed Business Combination, stockholders of Luminar will be entitled to receive an additional number of earn-out For further discussion of the Proposed Business Combination and the Merger Agreement, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Recent Developments—Proposed Luminar Technologies, Inc. Business Combination.” Financing Upon the IPO Closing Date and the sale of the Private Placement Warrants, an aggregate of $400,000,000 was placed in a Trust Account with Continental Stock Transfer & Trust Company acting as trustee (the “Trust Account”). The Company intends to finance a Business Combination with the net proceeds from its $400,000,000 Public Offering and its sale of $10,000,000 of Private Placement Warrants (see Note 3). Trust Account Funds held in the Trust Account can be invested only in U.S. government treasury bills with a maturity of one hundred and eighty (180) days or less or in money market funds meeting certain conditions under Rule 2a-7 The Company’s amended and restated certificate of incorporation provides that, other than the withdrawal of interest to fund regulatory compliance requirements and other costs related thereto (a “Regulatory Withdrawal”), subject to an annual limit of $750,000, for a maximum 24 months and/or additional amounts necessary to pay franchise and income taxes, if any, none of the funds held in trust will be released until the earliest of: (i) the completion of the Business Combination; or (ii) the redemption of any public shares of common stock properly tendered in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of such public shares of common stock if the Company does not complete the Business Combination within 24 months from the IPO Closing Date; or (iii) the redemption of 100% of the public shares of common stock if the Company is unable to complete a Business Combination within 24 months from the IPO Closing Date, subject to the requirements of law and stock exchange rules. Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering, although substantially all of the net proceeds of the Public Offering are intended to be generally applied toward consummating a Business Combination. The Business Combination must be with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (less any deferred underwriting commissions and taxes payable on interest income earned) at the time of the Company signing a definitive agreement in connection with the Business Combination. Furthermore, there is no assurance that the Company will be able to successfully effect a Business Combination. As discussed above, the Company entered into a definitive agreement for the Proposed Business Combination and intends to seek stockholder approval of the Proposed Business Combination at a meeting called for such purpose in connection with which stockholders may seek to redeem their shares, regardless of whether they vote for or against the Proposed Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, including interest income but less taxes payable. The Company will complete the Proposed Business Combination only if a majority of the outstanding shares of common stock voted are voted in favor of the Proposed Business Combination. Currently, the Company will not redeem its public shares of common stock in an amount that would cause its net tangible assets to be less than $5,000,001. In such case, the Company would not proceed with the redemption of its public shares of common stock and the related Proposed Business Combination, and instead may search for an alternate Business Combination. In connection with a Business Combination, the Company may alternatively provide stockholders with the opportunity to sell their shares to the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, including interest income but less taxes payable. The decision as to whether the Company will seek stockholder approval of the Business Combination or will allow stockholders to sell their shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval, unless a vote is required by law or under NASDAQ rules As a result of the foregoing redemption provisions, the public shares of common stock will be recorded at the redemption amount and classified as temporary equity, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “ Distinguishing Liabilities from Equity The Company will have 24 months from the IPO Closing Date to complete the Business Combination. If the Company does not complete a Business Combination within this period of time, it shall (i) cease all operations except for the purposes of winding up; (ii) as promptly as reasonably possible, but not more than ten The Sponsor and the Company’s officers and directors have entered into letter agreements with the Company, pursuant to which they waived their rights to participate in any redemption with respect to their Founder Shares (as defined below); however, if the Sponsor or any of the Company’s officers, directors or affiliates acquire public shares of common stock, they will be entitled to a pro rata share of the Trust Account in the event the Company does not complete a Business Combination within the required time period. In connection with the Proposed Business Combination, the Sponsor and the Company’s independent directors (the “Initial Stockholders”) have also entered into a Waiver Agreement pursuant to which they have waived their rights to a conversion price adjustment with respect to any shares of common stock they may hold in connection with the consummation of the Proposed Business Combination. Currently, the Sponsor and the Company’s officers and directors own 20% of our issued and outstanding shares of common stock, including all of the Founder Shares (as defined below). Emerging Growth Company 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 (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging | 1. Organization and Business Operations Organization and General Gores Metropoulos, Inc. (the “Company”) was incorporated in Delaware on August 28, 2018. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar Business Combination with one or more businesses (the “Business Combination”). The Company has neither engaged in any operations nor generated any revenue to date. The Company’s management has broad discretion with respect to the Business Combination, but intends to focus our search for a target business in the consumer products and services industries. The Company’s Sponsor is Gores Metropoulos Sponsor, LLC, a Delaware limited liability company (the “Sponsor”). The Company has selected December 31 as its fiscal year-end. At December 31, 2019, the Company had not commenced any operations. All activity for the period from August 28, 2018 (inception) through December 31, 2019 relates to the Company’s formation and initial public offering (“Public Offering”) described below. The Company completed the Public Offering on February 5, 2019. The Company will not generate any operating revenues until after the completion of its Business Combination, at the earliest. Subsequent to the Public Offering, the Company will generate non-operating Financing Upon the closing of the Public Offering and the sale of the Private Placement Warrants, an aggregate of $400,000,000 was placed in a Trust Account with Continental Stock Transfer & Trust Company (the “Trust Account”) acting as Trustee. The Company intends to finance a Business Combination with the net proceeds from its $400,000,000 Public Offering and its sale of $10,000,000 of Private Placement Warrants. Trust Account Funds held in the Trust Account can be invested only in U.S. government treasury bills with a maturity of one hundred and eighty (180) days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended, that invest only in direct U.S. government obligations. As of December 31, 2019, the Trust Account consisted of cash and treasury bills. The Company’s amended and restated certificate of incorporation provides that, other than the withdrawal of interest to fund regulatory compliance requirements and other costs related thereto (a “Regulatory Withdrawal”), subject to an annual limit of $750,000 for a maximum 24 months and/or additional amounts necessary to pay franchise and income taxes, if any, none of the funds held in trust will be released until the earliest of: (i) the completion of the Business Combination; or (ii) the redemption of any public shares of common stock properly tendered in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of such public shares of common stock if the Company does not complete the Business Combination within 24 months from the IPO Closing Date; or (iii) the redemption of 100% of the public shares of common stock if the Company is unable to complete a Business Combination within 24 months from the IPO Closing Date, subject to the requirements of law and stock exchange rules. Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering, although substantially all of the net proceeds of the Public Offering are intended to be generally applied toward consummating a Business Combination. The Business Combination must be with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (less any deferred underwriting commissions and taxes payable on interest income earned) at the time of the Company signing a definitive agreement in connection with the Business Combination. Furthermore, there is no assurance that the Company will be able to successfully effect a Business Combination. The Company, after signing a definitive agreement for a Business Combination, will either (i) seek stockholder approval of the Business Combination at a meeting called for such purpose in connection with which stockholders may seek to redeem their shares, regardless of whether they vote for or against the Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, including interest income but less taxes payable, or (ii) provide stockholders with the opportunity to sell their shares to the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, including interest income but less taxes payable. The decision as to whether the Company will seek stockholder approval of the Business Combination or will allow stockholders to sell their shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval, unless a vote is required by law or under NASDAQ rules. If the Company seeks stockholder approval, it will complete its Business Combination only if a majority of the outstanding shares of Common Stock voted are voted in favor of the Business Combination. Currently, the Company will not redeem its public shares of Common Stock in an amount that would cause its net tangible assets to be less than $5,000,001. In such case, the Company would not proceed with the redemption of its public shares of Common Stock and the related Business Combination, and instead may search for an alternate Business Combination. As a result of the foregoing redemption provisions, the public shares of Common Stock will be recorded at redemption amount and classified as temporary equity, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “ Distinguishing Liabilities from Equity The Company will have 24 months from the IPO Closing Date to complete its Business Combination. If the Company does not complete a Business Combination within this period of time, it shall (i) cease all operations except for the purposes of winding up; (ii) as promptly as reasonably possible, but not more than ten In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the initial public offering price per Unit in the Public Offering. Emerging Growth Company 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 (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging |
Public Offering
Public Offering | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Gores Metropoulos, Inc. | ||
Public Offering | 3. Public Offering Public Units On February 5, 2019, the Company sold 40,000,000 units at a price of $10.00 per unit (the “Units”), including 2,500,000 Units as a result of the underwriter’s partial exercise of its over-allotment option, generating gross proceeds of $400,000,000. Each Unit consists of one share of the Company’s Class A Stock and one-third 24-month | 3. Public Offering Public Units On February 5, 2019, the Company sold 40,000,000 units at a price of $10.00 per unit (the “Units”), including 2,500,000 Units as a result of the underwriter’s partial exercise of their over-allotment option, generating gross proceeds of $400,000,000. Each Unit consists of one share of the Company’s Class A common stock, $0.0001 par value, and one-third 24-month |
Revenue
Revenue | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | ||
Revenue | Note 2. Revenue Disaggregation of Revenues The Company disaggregates its revenue from contracts with customers by geographic region based on the primary location where the customer is situated, by segment and timing of transfer of goods or services to customers (point-in-time Nine months ended September 30, 2020 2019 Revenue % of Revenue % of Revenue by primary geographical market: North America $ 3,198 28 % $ 5,606 82 % Asia Pacific 720 6 % 433 6 % Europe, Middle East, and Asia 7,601 66 % 764 12 % Total $ 11,519 100 % $ 6,803 100 % Revenue by timing of recognition: Revenue recognized at a point in time $ 2,076 18 % $ 4,373 64 % Revenue recognized over time 9,443 82 % 2,430 36 % Total $ 11,519 100 % $ 6,803 100 % Revenue by segment Autonomy Solutions $ 9,587 83 % $ 4,373 64 % Other Component Sales 1,932 17 % 2,430 36 % Total $ 11,519 100 % $ 6,803 100 % Remaining performance obligations Revenue allocated to remaining performance obligations represents the transaction price allocated to the performance obligations that are unsatisfied, or partially unsatisfied. It includes unearned revenue and amounts that will be invoiced and recognized as revenue in future periods and does not include contracts where the customer is not committed. The customer is not considered committed where they are able to terminate for convenience without payment of a substantive penalty under the contract. Additionally, as a practical expedient, the Company has not disclosed the value of unsatisfied performance obligations for contracts with an original expected length of one year or less. As of September 30, 2020, approximately $9.9 million of revenue is expected to be recognized from remaining performance obligations of which $4.9 million is expected to be recognized over the next 12 months. Contract assets and liabilities Contract assets primarily represent revenues recognized for performance obligations that have been satisfied but for which amounts have not been billed. Contract assets as of September 30, 2020 and December 31, 2019 were $2.7 million and $0 respectively. Contract liabilities consist of deferred revenue and customer advanced payments. Deferred revenue includes billings in excess of revenue recognized related to product sales, and other services revenue and is recognized as revenue when the Company performs under the contract. 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. The opening and closing balances of our contract liabilities were as follows (in thousands): As of September 30, 2020 December 31, 2019 Contract liabilities, current $ 956 $ 225 Contract liabilities, non-current — — Total contract liabilities $ 956 $ 225 The significant changes in contract liabilities balances consisted of the following (in thousands): As of September 30, 2020 2019 Beginning balance $ 225 $ — Revenue recognized that was included in the contract liabilities beginning balance (225 ) — Increase due to cash received and not recognized as revenue and billings in excess of revenue recognized during the period 956 2,596 Ending balance $ 956 $ 2,596 | Note 2. Revenue Disaggregation of Revenues The Company disaggregates its revenue from contracts with customers by geographic region based on the primary locations where the customer is situated, type of good or service and timing of transfer of goods or services to customers (point-in-time Year Ended December 31, 2019 2018 Revenue % of Revenue Revenue % of Revenue Revenue by primary geographical market: North America $ 10,453 83 % $ 9,408 80 % Asia Pacific 469 4 % 140 1 % Europe, Middle East, and Asia 1,680 13 % 2,144 19 % Total 12,602 100 % 11,692 100 % Revenue by timing of recognition: Recognized at a point in time 9,666 77 % 7,236 62 % Recognized over time 2,936 23 % 4,456 38 % Total 12,602 100 % 11,692 100 % Revenue by segment: Autonomy Solutions 9,666 77 % 7,236 62 % Other component sales 2,936 23 % 4,456 38 % Total 12,602 100 % 11,692 100 % Contract liabilities consist of deferred revenue and customer advance payments. Deferred revenue includes billings in excess of revenue recognized and is recognized as revenue when the Company performs under the contract. Customer advance payments represent required customer payments in advance of product shipments according to payment terms. Customer advance payments are recognized as revenue when control of the performance obligation is transferred to the customer. Contract liabilities consisted of the following as of December 31, 2019 (in thousands): As of December 31, 2019 Contract liabilities, current $ 225 Contract liabilities, long-term — Total $ 225 The following table shows the significant changes in contract liabilities balances as of December 31, 2019 (in thousands): Year Ended December 31, 2019 2018 Beginning balance $ $ 1,250 Impact of ASC 606 adoption — — Revenue recognized that was included in the contract liabilities beginning balance (1,250 ) Increase due to cash received and not recognized as revenue and billings in excess of revenue recognized during the period 225 — Customer deposits reclassified to refund liabilities — — Ending balance $ 225 $ — |
Inventories
Inventories | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Inventory Disclosure [Abstract] | ||
Inventories | Note 3. Inventories Inventory, net of write-downs, consisted of the following (in thousands): As of September 30, 2020 December 31, 2019 Raw materials $ 95 $ 1,998 Work-in-process 331 1,376 Finished goods 2,495 628 Total inventory, net of allowance $ 2,921 $ 4,002 The Company recorded inventory write-downs of $4.4 million and $64,000 for the nine months ended September 30, 2020 and 2019, respectively. | Note 3. Inventories Inventory, net of write-downs, consists of the following (in thousands): As of December 31, 2019 2018 Raw materials $ 1,998 $ 1,800 Work-in-process 1,376 905 Finished goods 628 221 Total inventory $ 4,002 $ 2,926 The Company recorded inventory write-downs of $1.4 million and $3.5 million for the years ended December 31, 2019 and 2018, respectively. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 4. Property and Equipment Property and equipment consist of the following (in thousands): As of December 31, 2019 2018 Computer hardware and software $ 2,904 $ 1,522 Demonstration fleet and demonstration units 1,603 939 Machinery and equipment 4,830 4,953 Furnitures and fixtures 325 317 Vehicles 902 872 Leasehold improvements 821 788 Capital lease assets 579 119 Construction in progress 465 1,166 Total property and equipment 12,429 10,676 Less: accumulated depreciation and amortization 4,562 2,240 Total property and equipment, net $ 7,867 $ 8,436 1.4 |
Other Assets
Other Assets | 12 Months Ended |
Dec. 31, 2019 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Assets | Note 5. Other Assets Other current assets as of December 31, 2019 and 2018 were as follows (in thousands): As of December 31, 2019 2018 Prepaid expenses $ 817 $ 1,092 Advance payments to vendors 666 — Prepaid rent and other 12 210 Other receivables 329 701 Total other current assets $ 1,824 $ 2,003 Other noncurrent assets as of December 31, 2019 and 2018 were as follows (in thousands): As of December 31, 2019 2018 Security deposits $ 1,793 $ 1,756 Other long-term assets 36 71 Total other assets $ 1,829 $ 1,827 |
Accrued and Other Liabilities
Accrued and Other Liabilities | 12 Months Ended |
Dec. 31, 2019 | |
Payables and Accruals [Abstract] | |
Accrued and Other Liabilities | Note 6. Accrued and Other Liabilities Accrued and other current liabilities as of December 31, 2019 and 2018 were as follows (in thousands): As of December 31, 2019 2018 Accrued expenses $ 2,049 $ 2,853 Warranty liabilities 267 145 Contract liabilities 225 — Payroll payable 473 818 Accrued bonuses 350 — Short-term lease liabilities and other 162 83 Total accrued and other current liabilities $ 3,526 $ 3,899 Other long-term liabilities as of December 31, 2019 and 2018 were as follows (in thousands): As of December 31, 2019 2018 Deferred rent 1,106 1,193 Long-term lease liabilities 295 111 Total accrued and other long-term liabilities $ 1,401 $ 1,304 |
Goodwill
Goodwill | 9 Months Ended |
Sep. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Note 4. Goodwill The carrying amount of goodwill allocated to the Company’s reportable segments was as follows (in thousands): Autonomy Other Total Balance as of December 31, 2019 $ 687 $ 14 $ 701 Balance as of September 30, 2020 $ 687 $ 14 $ 701 The Company did not record any impairment charge related to goodwill for the nine months ended September 30, 2019 and September 30, 2020, respectively. |
Simple Agreements for Future Eq
Simple Agreements for Future Equity (SAFE) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Disclosure of Simple Agreements for Future Equity [Abstract] | ||
Simple Agreements for Future Equity (SAFE) | Note 5. Simple Agreements for Future Equity (SAFE) Between April 2016 and May 2019, the Company issued SAFEs that allow the investors to participate in future equity financings through a share-settled redemption of the amount invested (such notional being the “invested amount”). Alternatively, upon the occurrence of a change of control or an initial public offering (other than a qualified financing), the investors shall have the option to receive either (i) cash payment equal to the invested amount under such SAFE, or (ii) a number of shares of common stock equal to the invested amount divided by the liquidity price set forth in the applicable SAFE. The Company issued two types of SAFEs, that each contain the change of control and initial public offering settlement alternatives described above, but settle differently upon a next round financing as follows: (a) SAFEs that allow the investors to participate in future equity financings through share-settled redemption at a discounted price to the price paid by other investors. That is, upon a future equity financing involving preferred shares, the SAFE settles into a number of preferred shares equal to the invested amount of the SAFE divided by a percentage of the discounted price investors pay to purchase preferred shares in the financing, with such discounted price calculated as a percentage of the price investors pay to purchase preferred shares in the financing or by reference to a valuation ceiling and (b) SAFEs that, instead of allowing the holder to receive a number of shares at a discounted settlement price, accrue noncash paid-in-kind The Company determined that the SAFEs are not legal form debt (i.e., no creditors’ rights). The SAFEs include a provision allowing for cash redemption upon the occurrence of a change of control, the occurrence of which is outside the control of the Company. Therefore, the SAFEs are classified as marked-to-market On June 24, 2019 in connection with the sale of the Preferred Stock, the SAFEs were settled in 5,053,022 shares of Preferred Stock and 264,990 shares of common stock, and thus there were no SAFEs issued and outstanding as of September 30, 2020 or December 31, 2019. The SAFEs were marked to fair value as of the settlement date, resulting in a change in fair value reported as a loss of $24.2 million for the period ended September 30, 2019, and derecognized at their final carrying amounts equal to the fair value of the issued preferred and common shares. One SAFE note was settled in cash in the amount of $5.6 million. The loss on conversion of the SAFE settled in cash was $79,000. | Note 7. Simple Agreements for Future Equity From April 2016 through May 2019, the Company issued Simple Agreements for Future Equity (the “SAFEs”) that allow the investors to participate in future equity financings through a share-settled redemption of the amount invested (such notional being the “invested amount”). Alternatively, upon the occurrence of a change of control or an initial public offering (other than a qualified financing), the investors shall have the option to receive either (i) cash payment equal to the invested amount under such SAFE, or (ii) a number of shares of Common Stock equal to the invested amount divided by the liquidity price set forth in the applicable SAFE. The Company issued two types of SAFEs, that each contain the Change of Control and initial public offering settlement alternatives described above, but settle differently upon a next round financing as follows: (a) SAFEs that allow the investors to participate in future equity financings through share-settled redemption at a discounted price to the price paid by other investors. That is, upon a future equity financing involving preferred shares, the SAFE settles into a number of preferred shares equal to the invested amount of the SAFE divided by a discounted price to the price investors pay to purchase preferred shares in the financing (with such discounted price calculated as a percentage of the price investors pay to purchase preferred shares in the financing or by reference to a valuation ceiling), and (b) SAFEs that, instead of allowing the holder to receive a number of shares at a discounted settlement price, accrue noncash paid-in-kind 18 The Company determined that the SAFEs are not legal form debt (i.e., no creditors’ rights). The SAFEs include a provision allowing for cash redemption upon the occurrence of a Change of Control, the occurrence of which is outside the control of the Company. Therefore, the SAFEs are classified as marked-to-market On June 24, 2019, in connection with the sale of the Preferred Stock, the SAFEs were settled in 5,053,022 shares of the Preferred Stock and 264,990 shares of Common Stock. The SAFEs were marked to fair value as of the settlement date and derecognized at their final carrying amounts. The preferred shares issued at settlement were recorded at their fair values. One SAFE note was settled in cash in the amount of $5.6 million. The loss on conversion of the SAFE settled in cash was $79 thousand. The following table summarizes the total invested amounts of SAFEs issued and outstanding for the years ended December 31, 2019 and December 31, 2018 (in thousands) Year Ended December 31, 2019 2018 Principal amount, inclusive of accrued interest and changes in fair value, if any — $ 122,588 Losses reported from changes in fair value in the statement of operations $ (24,215 ) $ (12,345 ) |
Debt
Debt | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Debt Disclosure [Abstract] | ||
Debt | Note 6. Debt Senior Secured Notes In August 2017, the Company issued a Senior Secured Promissory Note with an aggregate principal of $15 million and final maturity date of September 18, 2020 (the “2017 Note”). The 2017 Note bore interest at 12.50% per annum, with an effective interest rate of 15.68% due to upfront fees of $382,000 and allocated proceeds to warrants of $480,000. Principal and interest are paid according to a schedule of 28 monthly installments beginning June 18, 2018 until final maturity. On December 18, 2018, the Company entered into the First Amendment to Senior Secured Promissory Note with the lenders which provided for an incremental advance, an aggregate principal amount of $3 million (the “2018 Note” and together with the 2017 Note, the “Notes”). The 2018 Note accrued interest at 12.50% per annum, with an effective interest rate of 15.58% due to upfront fees of $108,000 and allocated proceeds to warrants of $46,000. Principal and interest are paid pursuant to a schedule of 27 monthly installment payments with a final maturity date on December 18, 2021. The Notes permit prepayment with an interest make-whole premium. The Notes included standard non-financial In connection with the issuance of the Notes, the Company issued Warrants (see Note 7: Warrants). Proceeds were allocated to the Warrants at their full fair value, with the residual allocated to the Notes. From January 1, 2019 through September 30, 2019, $253,000 of non-cash non-cash On March 31, 2020, the Company entered into a debt refinancing to refinance the Notes. The $3.6 million principal of the 2017 Note and $2.4 million principal of the 2018 Note were repaid with a portion of the proceeds from the new Senior Secured Promissory Note (“New Notes”), which provided for $20 million of initial advance, drawn in an amount of $17 million on April 8, 2020 and $3 million on May 26, 2020, and a second advance of $5 million upon a minimum equity investment of $25 million or $10 million upon a minimum equity investment of $30 million prior to September 30, 2020. The remaining $10 million of New Notes were issued on June 6, 2020. The New Notes bear interest at 12.5% and mature 48months after the initial funding date, with 32 equal monthly installments commencing on the 16 th Upon issuing the New Notes, the Company paid the lenders a non-refundable non-cash The following table summarizes the outstanding balances recorded for the Notes as of September 30, 2020 and December 31, 2019 (in thousands): As of September 30, 2020 December 31, 2019 2017 Notes Principal Outstanding $ — $ 5,304 Unamortized discount (2017 Notes) — (56 ) 2018 Notes — 2,707 Unamortized discount (2018 Notes) — (81 ) New Notes 30,000 — Unamortized discount (New Notes) (1,329 ) — Net carrying amount 28,671 7,874 Less: current portion 1,897 6,459 Non-current $ 26,774 $ 1,415 Equipment Loan On July 31, 2017, the Company entered into an Equipment and Loan Agreement (“the agreement”) for total committed amount of $4 million for the purpose of acquiring equipment. On March 29, 2018, the commitment amount was increased by $1.4 million to a total of $5.4 million. Under the agreement the Company issued three promissory notes totaling $3.2 million in the period starting from July 31, 2017 through December 15, 2017 and three promissory notes totaling $2.2 million in the period starting from March 29, 2018 to October 16, 2018. The promissory notes bear interest at 10.35% per annum with effective rate of interest ranging from 10.37% to 13.96%. The interest only period ended on June 30, 2018 and principal and interest were paid based on the monthly schedule until final maturity on July 1, 2020. The following table summarizes the outstanding balances recorded for the Notes as of December 31, 2019 (in thousands): As of Notes Principal outstanding $ 1,290 Unamortized discount (9 ) Net carrying amount 1,281 Less: current portion 1,281 Non-current $ — Paycheck Protection Program Note On April 22, 2020 (the “Origination Date”), the Company received $7.8 million in aggregate loan proceeds (the “PPP Loan”) from Silicon Valley Bank (the “Lender”) pursuant to the Paycheck Protection Program established under the CARES Act (the Coronavirus Aid, Relief, and Economic Security Act) of 2020. Payments of principal and interest were deferred for the first six months following the Origination Date, and the PPP Loan was maturing in two years after the Origination Date. Following the deferral period, the Company was required to make payments of principal and interest accrued under the PPP Loan in monthly installments based upon an amortization schedule to be determined by the Lender based on the principal balance of the PPP Loan outstanding following the deferral period and taking into consideration any portion of the PPP Loan that may be forgiven prior to that time. The PPP Loan bore interest at Bridge Note In August 2015, the Company entered into a Convertible Promissory Note (the “Bridge Note”) with an investor (the “Investor”) with a principal amount of $1.5 million and an interest rate of 3.00% per annum. The Bridge Note had an original maturity date of August 11, 2016, however the Company and Investors agreed to allow the Bridge Note to remain outstanding after maturity. On February 21, 2019, the Company and the Investor entered into an amendment to the Bridge Note (the “Amended Bridge Note”), which revised the Bridge Note’s settlement provisions. In June 2019, the Company and the Investor agreed to settle the Amended Bridge Note into Series A-11 A-11 Others Vehicle loan In October 2017, the Company entered into a vehicle loan agreement with an aggregate principal of $73,000 (the “Vehicle Loan”). The Vehicle Loan bears interest at 5.99 % per annum and has a final maturity date of November 10, 2022. Principal and interest are paid according to a schedule of 60 monthly installments beginning December 10, 2017 until final maturity. Additional Equipment Loan The Company also entered into an equipment loan agreement for subsidiary with an aggregate principal of $182,000 (the “Additional Equipment Loan”) in December 2018. The Additional Equipment Loan carries an interest of The following table summarizes the outstanding balances recorded for other long-term debt as of September 30, 2020 and December 31, 2019 (in thousands): As of September 30, 2020 December 31, 2019 Vehicle Loan $ 35 $ 45 Additional Equipment Loan 121 146 Total 156 191 Less: current portion 52 51 Non-current $ 104 $ 140 | Note 8. Long-term debt Senior Secured Loan In August 2017, the Company issued a Senior Secured Promissory Note with an aggregate principal of $15 million (the “2017 Note”). The 2017 Note bears interest at 12.50% per annum, with an effective interest rate of 15.68% due to upfront fees of $382,000 and allocated proceeds to warrants of $480,000 and has a final maturity date of September 18, 2020. Principal and interest are paid according to a schedule of 28 monthly installments beginning June 18, 2018 until final maturity. On December 18, 2018 the Company entered into the First Amendment to Senior Secured Promissory Note with the lenders which provided for an incremental advance with an aggregate principal amount of $3 million (the “2018 Note” and together with the 2017 Note, the “Notes”). The 2018 Note accrues interest at 12.50% per annum, with an effective interest rate of 15.58% due to upfront fees of $108,000 and allocated proceeds to warrants of $46,000. Principal and interest are paid pursuant to a schedule of 27 monthly installment payments with a final maturity date on December 18, 2021. The Notes permit prepayment with an interest make-whole premium. The Notes include standard non-financial In connection with the issuance of the Notes, the Company issued warrants (see Note 9: Warrants). Proceeds were allocated to the warrants at their full fair value, with the residual allocated to the Notes. The following table summarizes the outstanding balances recorded for the Notes as of December 31, 2019 and December 31, 2018 (in thousands): As of December 31, 2019 2018 2017 Notes Principal Outstanding $ 5,304 $ 11,648 Unamortized discount (2017 Notes) (56 ) (307 ) 2018 Notes 2,707 3,000 Unamortized discount (2018 Notes) (81 ) (151 ) Net carrying amount 7,874 14,190 Less: current portion 6,459 6,320 Non-current $ 1,415 $ 7,870 Equipment Loan On July 31, 2017, the Company entered into an Equipment and Loan Agreement (“the agreement”) for total committed amount of $4.0 million for the purpose of acquiring equipment. On March 29, 2018, the commitment amount was increased by $ 1.4 million to a total of $ 5.4 million. Under the agreement, the Company issued three promissory notes totaling $3.2 million in the period starting from July 31, 2017 through December 15, 2017 and three promissory notes totaling $2.2 million in the period starting from March 29, 2018 to October 16, 2018. The promissory notes bear interest at 10.35% per annum with effective rate of interest ranging from 10.37% to 13.96%. The interest only period ends on June 30, 2018 and principal and interest are paid based on the monthly schedule until final maturity being July 1, 2020. The following table summarizes the outstanding balances recorded for the Notes as of December 31, 2019 and December 31, 2018 (in thousands): As of December 31, 2019 2018 Notes Principal Outstanding $ 1,290 $ 4,023 Unamortized discount (9 ) (66 ) Net carrying amount 1,281 3,957 Less: current portion 1,281 2,716 Non-current $ — $ 1,241 Others Revolving credit facility On November 19, 2018, the Company entered into revolving line of credit agreement for total amount of $500,000. The revolving line of credit carries a variable interest rate which changes from time to time based on the wall street journal prime rate (Index). The credit facility matures on November 13, 2019. As of December 31, 2018, $500,000 Vehicle loan In October 2017, the Company entered into a vehicle loan agreement with an aggregate principal of $73,000 (the “Vehicle Loan”). The Vehicle Loan bears interest at 5.99% per annum and has a final maturity date of November 10, 2022. Principal and interest are paid according to a schedule of 60 monthly Additional Equipment Loan The Company also entered into an equipment loan agreement for subsidiary with an aggregate principal of $182,000 (the “Additional Equipment Loan”) in December 2018. The Additional Equipment Loan carries an interest of 5.89% per annum maturing on November 14, 2023. Principal and interest are paid according to a schedule of 60 monthly installments beginning November 14, 2018until final maturity. The following table summarizes the outstanding balances recorded for other long-term debt as of December 31, 2019 and December 31, 2018 (in thousands): As of December 31, 2019 2018 Revolving credit facility $ — $ 500 Vehicle loan 45 60 Additional Equipment Loan 146 179 Total 191 739 Less: current portion 51 549 Non-current $ 140 $ 190 Following is the principal maturity schedule for long-term debt outstanding as of December 31, 2019 (in thousands): As of 2020 $ 7,912 2021 1,489 2022 54 2023 37 2024 — Total 9,492 Less unamortized debt cost 146 Long-term debt $ 9,346 |
Warrants
Warrants | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Warrants and Rights Note Disclosure [Abstract] | ||
Warrants | Note 7. Warrants In connection with the issuance of the 2017 Note, the Company issued a warrant (the “2017 Warrant”). The 2017 Warrant allows the holder to purchase a number of shares in a future round of preferred stock financing equal to 10% of the principal advances under the 2017 Note, divided by 70% of the price per share paid for the equity securities issued in the financing. In the event that a financing does not occur within two years from issuance, the 2017 Warrant becomes exercisable for a SAFE with an invested amount equal to 10% of the advances under the 2017 Note. However, upon the issuance of Series A Convertible Preferred Stock in June 2019, the underlying shares were determined to be Series A Convertible Preferred Stock. Upon issuance of the 2018 Note, the Company amended the 2017 Warrant to provide additional warrant coverage for advances issued under the 2018 Note (the “2018 Warrant”). Upon the issuance of New Notes in April through September of 2020, 10% warrant coverage resulted in the issuance of additional warrants to purchase Series A Convertible Preferred Stock (the “2020 Warrants”). The Company determined the Warrants should be classified as liabilities because the holder of the Warrants will be entitled to settle the Warrants for SAFE instruments if the Company does not consummate a qualified financing within two years of the issuance date of the Warrants, and following the issuance of Series A Convertible Preferred stock, the underlying shares are redeemable outside the Company’s control through deemed liquidation provisions. The Warrants were recorded at fair value with subsequent changes in fair value reflected in earnings. The change in fair value resulted in an expense of $12.6 million and $164,000 for the nine months ended September 30, 2020 and September 30, 2019, respectively. The Company determined the following fair values for the outstanding Warrants: As of September 30, December 31, 2017 Warrant $ 7,413 $ 1,035 2018 Warrant 853 87 2020 Warrants 7,146 — Total $ 15,412 $ 1,122 | Note 9. Warrants In connection with the issuance of the 2017 Note, the Company issued a warrant (the “2017 Warrant”). The 2017 Warrant allows the holder to purchase a number of shares in a future round of Preferred Stock financing equal to 10% of the principal advances under the 2017 Note, divided by 70% of the price per share paid for the equity securities issued in the financing. In the event that a financing does not occur within two years from issuance, the 2017 Warrant becomes exercisable for a SAFE with an invested amount equal to 10% of the advances under the 2017 Note. However, upon the issuance of Series A Convertible Preferred Stock in June 2019, the underlying shares were determined to be Series A Convertible Preferred Stock. Upon issuance of the 2018 Note, the Company provided additional warrant coverage for advances issued under the 2018 Note (the “2018 Warrant” and together with the 2017 Warrant, the “Warrants”). The Company determined the Warrants should be classified as liabilities because the holder of the Warrants will be entitled to settle the Warrants for SAFE instruments if the Company does not consummate a qualified financing within two years of the issuance date of the Warrants, and following the issuance of Series A Convertible Preferred stock, the underlying shares are redeemable outside the Company’s control through Deemed Liquidation provisions. The Warrants were recorded at fair value with subsequent changes in fair value reflected in earnings. The change in fair value resulted in a loss of $256,000 The Company determined the following fair values for the outstanding Warrants: As of December 31, 2019 2018 2017 Warrant $ 1,035 $ 808 2018 Warrant 87 58 Total $ 1,122 $ 866 |
Bridge Note
Bridge Note | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Bridge Note | Note 10. Bridge Note In August 2015 the Company entered into a Convertible Promissory Note (the “Bridge Note”) with an investor (the “Investor”) with a principal amount of $1.5 Pursuant to the terms of the Amended Bridge Note, on or prior to the maturity date, the outstanding balance of the Amended Bridge Note would be converted into a series of Preferred Stock that has identical rights, privileges, preferences, and restrictions as the shares of preferred stock issued to investors investing new capital into the Company in connection with the initial closing of the Company’s next Preferred Stock financing, at a price equal to (i) $58 In addition to the settlement provision above, the Amended Bridge Note included provisions for acceleration at par upon an Event of Default, contingent conversion upon next round of equity financing, contingent conversion upon Change of Control, and contingent redemption upon Change of Control at a price equal to 200% of par value. The Company determined that the Change of Control redemption provision requires bifurcation as a derivative. However, the Company estimates the fair value of embedded derivative to be immaterial at inception and as of December 31, 2018 based on the low probability of the triggering event. The Amended Bridge Note continued to be classified as a current liability as the Company did not formally obtain an extension of the maturity date. In June 2019, the Company and the Investor agreed to settle the Amended Bridge Note into Series A-11 A-11 |
Convertible Preferred Stock
Convertible Preferred Stock | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Temporary Equity Disclosure [Abstract] | ||
Convertible Preferred Stock | Note 8. Convertible Preferred Stock Preferred Stock Series A On June 24, 2019, the Company amended and restated its Certificate of Incorporation (“Certificate”), which authorized the issuance of up to 7,537,269 shares of Series A Preferred Stock with a par value of $0.00001. On June 24, 2019, the Company entered into a Series A Convertible Preferred Stock Purchase Agreement to issue Preferred Stock to investors for cash and in settlement of outstanding SAFEs and Amended Bridge Note. Series X On August 24, 2020, the Company entered into the Series X Preferred Stock Purchase Agreement to offer shares of the Company’s Series X Preferred Stock. In August and September of 2020, the Company issued 1,251,971 Preferred Stock for cash at a purchase price of $135.79 per share of Preferred Stock, which generated gross proceeds of approximately $170 million. Accordingly, the Company amended and restated its certificate of incorporation (“Certificate”), which authorized the issuance of up to 1,472,905 shares of Series X Preferred Stock with a par value of $0.00001. The original issue price and the liquidation value, as of September 30, 2020 and December 31, 2019, of each class of Preferred Stock is as follows: As of September 30, 2020 As of December 31, 2019 Shares Shares Per share Shares Shares Per share Preference Series A 2,228,361 1,660,839 $ 43.30 2,228,361 1,660,839 $ 43.30 Series A-1 163,306 163,306 15.31 163,306 163,306 15.31 Series A-2 1,322,780 1,322,780 15.12 1,322,780 1,322,780 15.12 Series A-3 223,548 223,548 17.89 223,548 223,548 17.89 Series A-4 49,827 49,827 20.07 49,827 49,827 20.07 Series A-5 137,715 124,068 20.15 137,715 124,068 20.15 Series A-6 247,420 247,420 30.31 247,420 247,420 30.31 Series A-7 1,459,656 1,459,656 34.64 1,459,656 1,459,656 34.64 Series A-8 385,777 385,777 36.81 385,777 385,777 36.81 Series A-9 748,674 748,674 38.97 748,674 748,674 38.97 Series A-10 252,801 252,801 41.14 252,801 252,801 41.14 Series A-11 317,404 317,404 5.27 317,404 317,404 5.27 Series X 1,472,905 1,251,971 135.79 — — — Dividends Holders of both Series A and Series X Preferred Stock receive non-cumulative Liquidation Holders of both Series A and Series X Preferred Stock are entitled to receive a liquidation preference prior to any distribution to holders of common stock. Upon the occurrence of a liquidation transaction, preferred stock will be redeemed by the Company for the applicable original issue price. Moreover, if the holders of preferred stock would receive a greater amount of consideration had the preferred stock been converted immediately prior to such transaction, the preferred stock shall be deemed to be converted for purposes of the redemption. Each of the Series A and Series X Preferred Stock are conditionally puttable by the holders upon “deemed liquidation events,” which includes a merger, consolidation, change of control, or a sale of substantially all of the Company’s assets. The Company determined that triggering events that could result in a deemed liquidation are not solely within the control of the Company. Therefore, the preferred stock is classified outside of permanent (i.e., temporary equity). The preferred stock is not being accreted to its liquidation preference, as it is not probable that the preferred stock will become redeemable as of September 30, 2020 and December 31, 2019. The Company continues to monitor circumstances that may cause the Preferred Stock to become probable of becoming redeemable. Subsequent adjustments to the carrying amounts to accrete up to the Preferred Stock redemption values will be made only when the shares become probable of becoming redeemable. The convertible preferred stock is subject to standard protective provisions, none of which provide creditor rights. Conversion Both Series A and Series X Preferred Stock are convertible at any time, at the option of the holder, into common stock at a conversion rate of 1 to 1 initially, subject to adjustments. The applicable conversion prices of each series of preferred stock as of September 30, 2020 and December 31, 2019 are as follows: Effective Series A $ 43.30 Series A-1 15.31 Series A-2 15.12 Series A-3 17.89 Series A-4 20.07 Series A-5 20.15 Series A-6 30.31 Series A-7 34.64 Series A-8 36.81 Series A-9 38.97 Series A-10 41.14 Series A-11 24.30 Series X 135.79 Additionally, all outstanding shares of the preferred stock shall automatically be converted into shares of underlying common stock upon the Company’s sale of its common stock in a firm commitment underwritten public offering pursuant to a registration statement under the Securities Act, the public offering price of which is not less than $64.96 per share and which results in aggregate cash proceeds to the Company of not less than $100 million, net of underwriting discounts and commissions (a “Qualified IPO”). Voting Rights Holders of preferred stock are entitled to the same voting rights as the common stockholders and to notice of stockholders’ meeting. The holders of common stock and preferred stock shall vote together as a single as-converted Beneficial Conversion Features (“BCFs”) The Company assessed whether BCFs exist for the optional conversion rights that do not require bifurcation as derivatives. If the conversion option is in-the-money The following table summarizes the calculation of the BCF as of the commitment dates of the preferred stock, which continues to be presented in additional paid in capital as of September 30, 2020 and December 31, 2019: Commitment Date Series Type of Consideration received (cash or Effective Fair value Number of BCF 6/24/2019 A Cash $ 43.30 $ 18.59 648,069 $ — 6/24/2019 A Settlement of SAFEs 43.30 18.59 75,165 — 6/24/2019 A-1 Settlement of SAFEs 15.31 18.59 163,306 536,000 6/24/2019 A-2 Settlement of SAFEs 15.12 18.59 1,322,780 4,590,000 6/24/2019 A-3 Settlement of SAFEs 17.89 18.59 223,548 156,000 6/24/2019 A-4 Settlement of SAFEs 20.07 18.59 49,827 — 6/24/2019 A-5 Settlement of SAFEs 20.15 18.59 124,068 — 6/24/2019 A-6 Settlement of SAFEs 30.31 18.59 247,420 — 6/24/2019 A-7 Settlement of SAFEs 34.64 18.59 1,459,656 — 6/24/2019 A-8 Settlement of SAFEs 36.81 18.59 385,777 — 6/24/2019 A-9 Settlement of SAFEs 38.97 18.59 748,674 — 6/24/2019 A-10 Settlement of SAFEs 41.14 18.59 252,801 — 6/24/2019 A-11 Settlement of Note 24.30 18.59 317,404 — 6/26/2019 A Cash 43.30 18.59 692,778 — 7/15/2019 A Cash 43.30 18.59 11,546 — 8/24/2020 to 9/22/2020 X Cash 135.79 140.78 1,251,971 6,247,000 Total $ 11,529,000 The Company recorded a total BCF of $ 5.28 6.25 paid-in Furthermore, the preferred stock contains a down-round protection provision that reduces the conversion price if the Company issues shares at less than the conversion price or for no consideration. As such, if this provision is triggered, it could result in the conversion option becoming more beneficial if such adjustment causes the applicable conversion price to decline below the commitment date fair value of the Company’s common stock. If this occurs, a contingent BCF will be recognized at the date of such adjustment. | Note 11. Series A Convertible Preferred Stock Preferred Stock As of December 31, 2018, the Company had no shares of Preferred Stock issued or outstanding. On June 24, 2019, the Company amended and restated its Certificate of Incorporation (“Certificate”), which authorized the issuance of up to 7,537,269 shares of Preferred Stock with a par value of $0.00001. On June 24, 2019, the Company entered into a Series A Convertible Preferred Stock Purchase Agreement to issue Preferred Stock to investors for cash and in settlement of outstanding SAFEs and Amended Bridge Note. In July 2019, the Company issued an additional 244,827 shares of Series A Preferred Stock for $10.10 The original issue price and the liquidation value, as of December 31, 2019, of each class of Preferred Stock is as follows: Shares Shares Per Share Series A 2,228,361 1,660,839 $ 43.30 Series A-1 163,306 163,306 15.31 Series A-2 1,322,780 1,322,780 15.12 Series A-3 223,548 223,548 17.89 Series A-4 49,827 49,827 20.07 Series A-5 137,715 124,068 20.15 Series A-6 247,420 247,420 30.31 Series A-7 1,459,656 1,459,656 34.64 Series A-8 385,777 385,777 36.81 Series A-9 748,674 748,674 38.97 Series A-10 252,801 252,801 41.14 Series A-11 317,404 317,404 $ 5.27 7,537,269 6,956,100 Dividends Preferred Stock receive non-cumulative Liquidation Holders of Preferred Stock are entitled to receive a liquidation preference prior to any distribution to holders of Common Stock. Upon the occurrence of a liquidation transaction, Preferred Stock will be redeemed by the Company for the applicable original issue price. Moreover, if the holders of Preferred Stock would receive a greater amount of consideration had the Preferred Stock been converted immediately prior to such transaction, the Preferred Stock shall be deemed to be converted for purposes of the redemption. Each of the shares of Preferred Stock is conditionally puttable by the holders upon “deemed liquidation events,” which includes a merger, consolidation, change of control, or a sale of substantially all of the Company’s assets. The Company determined that triggering events that could result in a deemed liquidation are not solely within the control of the Company. Therefore, the Preferred Stock is classified outside of permanent (i.e., temporary equity). The Preferred Stock is not being accreted to its liquidation preference, as it is not probable that the Preferred Stock will become redeemable as of December 31, 2019. The Company continues to monitor circumstances that may cause the Preferred Stock to become probable of becoming redeemable. Subsequent adjustments to the carrying amounts to accrete up to the Preferred Stock redemption values will be made only when the shares become probable becoming redeemable. The Series A Convertible Preferred stock is subject to standard protective provisions, none of which provide creditor rights. Conversion Preferred Stock is convertible at any time, at the option of the holder, into Common Stock at a conversion rate of 1-to-1 initially, subject to adjustments. The applicable conversion prices of each series of Preferred Stock as of December 31, 2019 are as follows: Effective Series A $ 43.30 Series A-1 15.31 Series A-2 15.12 Series A-3 17.89 Series A-4 20.07 Series A-5 20.15 Series A-6 30.31 Series A-7 34.64 Series A-8 36.81 Series A-9 38.97 Series A-10 41.14 Series A-11 24.30 Additionally, all outstanding shares of the Preferred Stock shall automatically be converted into shares of underlying Common Stock upon the Company’s sale of its Common Stock in a firm commitment underwritten public offering pursuant to a registration statement under the Securities Act, the public offering price of which is not less than $64.96 per share and which results in aggregate cash proceeds to the Company of not less than $100 million, net of underwriting discounts and commissions (a “Qualified IPO”). Voting Rights Holders of Preferred Stock are entitled to the same voting rights as the holders of Common Stock and to notice of stockholders’ meetings. The holders of Common Stock and Preferred Stock shall vote together as a single class (on an as-converted Beneficial Conversion Features (“BCFs”) The Company assessed whether BCFs exist for the optional conversion rights that do not require bifurcation as derivatives. If the conversion option is in-the-money The following table summarizes the calculation of the BCF as of the commitment dates of the Preferred Stock, which continues to be presented in additional paid in capital as of December 31, 2019: Commitment Date Series Type of Consideration Effective Fair value Number of BCF 6/24/2019 A Cash $ 43.30 $ 18.59 648,069 $ — A Settlement of SAFEs 43.30 18.59 75,165 — A-1 Settlement of SAFEs 15.31 18.59 163,306 536,000 A-2 Settlement of SAFEs 15.12 18.59 1,322,780 4,590,000 A-3 Settlement of SAFEs 17.89 18.59 223,548 156,000 A-4 Settlement of SAFEs 20.07 18.59 49,827 — A-5 Settlement of SAFEs 20.15 18.59 124,068 — A-6 Settlement of SAFEs 30.31 18.59 247,420 — A-7 Settlement of SAFEs 34.64 18.59 1,459,656 — A-8 Settlement of SAFEs 36.81 18.59 385,777 — A-9 Settlement of SAFEs 38.97 18.59 748,674 — A-10 Settlement of SAFEs 41.14 18.59 252,801 — A-11 Settlement of Note 24.30 18.59 317,404 — 6/26/2019 A Cash 43.30 18.59 692,778 — 7/15/2019 A Cash 43.30 18.59 11,546 — 7/22/2019 A Cash 43.30 18.59 233,281 — $ 5,282,000 The Company recorded a total BCF of $5.3 million from the issuance of Preferred Stock. Because the Preferred Stock is convertible at any time pursuant to the optional conversion feature, the Company recognized a dividend equal to the BCF at the applicable commitment date. As the Company had accumulated deficit as of the end of all periods presented, the BCF resulted in an increase and decrease in additional paid-in capital by the same amount. Furthermore, the Preferred Stock contains a down-round protection provision that reduces the conversion price if the Company issues shares at less than the conversion price or for no consideration. As such, if this provision is triggered, it could result in the conversion option becoming more beneficial if such adjustment causes the applicable conversion price to decline below the commitment date fair value of the Common Stock. If this occurs, a contingent BCF will be recognized at the date of such adjustment. |
Deferred Underwriting Compensat
Deferred Underwriting Compensation | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Gores Metropoulos, Inc. | ||
Deferred Underwriting Compensation | 5. Deferred Underwriting Compensation The Company is committed to pay a deferred underwriting discount totaling $14,000,000 or 3.50% of the gross offering proceeds of the Public Offering, to the underwriter upon the Company’s consummation of a Business Combination. The underwriter is not entitled to any interest accrued on the Deferred Discount, and no Deferred Discount is payable to the underwriter if there is no Business Combination. | 5. Deferred Underwriting Compensation The Company is committed to pay a deferred underwriting discount totaling $14,000,000 or 3.50% of the gross offering proceeds of the Public Offering, to the underwriter upon the Company’s consummation of a Business Combination. The underwriter is not entitled to any interest accrued on the Deferred Discount, and no Deferred Discount is payable to the underwriter if there is no Business Combination. |
Investments and Cash Held In Tr
Investments and Cash Held In Trust | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Gores Metropoulos, Inc. | ||
Investments and Cash Held In Trust | 7. Investments and cash held in Trust As of September 30, 2020, investment securities in the Company’s Trust Account consist of $405,725,195 in money market funds. | 7. Investments and cash held in Trust As of December 31, 2019, investment securities in the Company’s Trust Account consist of $406,434,735 in United States Treasury Bills and $224 in cash. |
Stockholder's Equity
Stockholder's Equity | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Stockholder's Equity | Note 9. Stockholder’s Deficit Common Stock As of December 31, 2019, the Company had 20,800,000 shares of Common Stock authorized and 9,880,277 shares outstanding. In connection with the issuance of Series X preferred equity shares, the Company filed an amended and restated charter in Delaware by which all of the Company’s existing Common Stock was reclassified into Class A Common Stock (still with one vote per share), and a new class of common stock, the Class B Common Stock, was authorized with ten votes per share. Pursuant to a share exchange agreement (the “Exchange Agreement”) entered in August 2020, immediately prior to the closing of the merger, the Company will exchange all of the Founder’s Class A Common Stock for Class B Common Stock. No Class B Common Stock will be issued other than pursuant to this exchange. As of September 30, 2020, the Company had 31,500,000 Class A and 7,711,738 Class B Common Stock authorized, respectively, and 9,763,078, shares of Class A and 0 shares of Class B Common Stock outstanding, respectively. In the event of liquidation, dissolution, distribution of assets, or winding up of the Company, the holders have equal rights to receive all the assets of the Company, after the rights of the holders of the preferred stock, if any, have been satisfied. Founders Preferred Stock 1,922,600 shares of founders preferred stock were issued in 2015. The compensation expense associated with the founders preferred stock is immaterial to the financial statements. The founders preferred stock is substantively the same as common stock, as they share identical rights and features. The founders preferred stock can be converted into Common Stock on a one-to-one | Note 12. Deficit Common Stock As of December 31, 2018, the Company had 13,000,000 shares of Common Stock authorized and 9,593,220 shares outstanding. In the event of liquidation, dissolution, distribution of assets, or winding up of the Company, the holders have equal rights to receive all the assets of the Company, after the rights of the holders of the preferred stock, if any, have been satisfied. As of December 31, 2019, the Company has 20,800,000 shares of Common Stock authorized and 9,880,277 shares outstanding. Treasury Stock As of December 31, 2018, and December 31, 2019, the Company has 262,116 and 363,766 shares of treasury stock outstanding respectively. Founders Preferred Stock 1,922,600 shares of Founders Preferred Stock were issued in 2015. The compensation expense associated with the Founders Preferred Stock is immaterial to the financial statements. The Founders Preferred Stock is substantively the same as Common Stock, as they share identical rights and features. The Founders Preferred Stock can be converted into Common Stock on a one-to-one |
Gores Metropoulos, Inc. | ||
Stockholder's Equity | 9. Stockholders’ Equity Common Stock The Company is authorized to issue 220,000,000 shares of common stock, consisting of 200,000,000 shares of Class A Stock, par value $0.0001 per share and 20,000,000 Founder Shares, par value $0.0001 per share. Holders of the Company’s common stock are entitled to one vote for each share of common stock and vote together as a single class. At September 30, 2020, there were 40,000,000 shares of Class A Stock (inclusive of the 38,420,462 shares subject to redemption) and 10,000,000 Founder Shares issued and outstanding. Preferred Stock The Company is authorized to issue 1,000,000 shares of preferred stock, par value $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Board of Directors. At September 30, 2020, there were no shares of preferred stock issued and outstanding. | 9. Stockholders’ Equity Common Stock The Company is authorized to issue 220,000,000 shares of common stock, consisting of 200,000,000 shares of Class A common stock, par value $0.0001 per share and 20,000,000 shares of Class F common stock, par value $0.0001 per share. Holders of the Company’s Common Stock are entitled to one vote for each share of Common Stock and vote together as a single class. At December 31, 2019, there were 40,000,000 shares of Class A common stock and 10,000,000 shares of Class F common stock issued and outstanding. Preferred Stock The Company is authorized to issue 1,000,000 shares of preferred stock, par value $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Board of Directors. At December 31, 2019, there were no shares of preferred stock issued and outstanding. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Fair Value Measurements | Note 10. Fair Value Measurements The Company’s financial assets and liabilities subject to fair value measurements on a recurring basis and the level of inputs used for such measurements were as follows (in thousands): Fair Value Measured as of September 30, 2020 Level 1 Level 2 Level 3 Total Assets: Commercial papers $ — $ 61,594 $ — $ 61,594 Corporate debt securities — 41,980 — 41,980 Treasury bills 4,098 — — 4,098 Agency securities — 1,999 — 1,999 Asset backed securities — 5,190 1,250 6,440 Foreign corporate debt — 1,019 — 1,019 Total fair value $ 4,098 $ 111,782 $ 1,250 $ 117,130 Liabilities: 2017 Warrant $ — $ — $ 7,413 $ 7,413 2018 Warrant — — 853 853 2020 Warrants — — 7,146 7,146 Total fair value $ — $ — $ 15,412 $ 15,412 Fair Value Measured (in thousands) as of December 31, 2019 Using: Level 1 Level 2 Level 3 Total Assets: Commercial papers $ — $ 3,212 — $ 3,212 Corporate debt — 2,698 — 2,698 Treasury bills 749 — — 749 Total fair value $ 749 $ 5,910 $ — $ 6,659 Liabilities: 2017 Warrant $ — $ — $ 1,035 $ 1,035 2018 Warrant — — 87 87 Total fair value $ — $ — $ 1,122 $ 1,122 The Bridge Notes included a change of control redemption feature that required bifurcation and separate accounting as a derivative. However, as the triggering change of control had a low probability of occurring, the fair value of the derivative was determined to be de minimis. The Company measures the 2017 Warrant, 2018 Warrant, and SAFE liabilities at fair value based on significant inputs not observable in the market, which cause them to be classified as Level 3 measurements within the fair value hierarchy. The valuation of the 2017 Warrant and 2018 Warrant uses assumptions and estimates the Company believes would be made by a market participant in making the same valuation. The Company assesses these assumptions and estimates on an on-going Level 3 Disclosures Our Level 3 asset as of September 30, 2020 was a single Asset Backed Security that was offered and purchased on September 29, 2020. The Company has utilized the purchase price as the estimated fair value of the security as of September 30, 2020. The 2017 and 2018 Warrants outstanding on December 31, 2019 were valued using an option pricing method (“OPM”), which employed an assumed total equity valuation of $640 million, an option term of three years, volatility of 49.6% and a risk-free rate of 1.62%. Total equity value was estimated using a discounted cash flow analysis employing a long-term income forecast and a discount rate of 35%, giving consideration to additional risk in the Company’s forecast relative to the prior valuation. The 2017, 2018, and 2020 Warrants outstanding on September 30, 2020 were valued using an OPM model, assuming the Company has an IPO by November 15, 2020 and no IPO scenario with 95% and 5% weightage being assigned to the value derived in the IPO and no IPO scenario, respectively. The IPO scenario employed assumed total equity valuation of $3.3 billion, an option term of 0.125 years, volatility of 76.2% and a risk-free rate of 0.08%. The no IPO scenario assumed total equity valuation of $1.9 billion, an option term of 2.125 years, volatility of 72.1% and a risk-free rate of 0.13%. Total equity value was estimated using a discounted cash flow analysis employing a long-term income forecast and a discount rate of 35%. The fair value is classified as Level 3 in the fair value hierarchy due to the significant management judgment required for the assumptions underlying the calculation of value. The following table presents changes in Level 3 liabilities measured at fair value for the nine months ended September 30, 2020 and September 30, 2019 (in thousands): For the nine months ended September 30, 2020 2017 Warrant 2018 Warrant 2020 Warrants Balance-beginning of period $ 1,035 $ 87 $ — Additions — — 1,728 Exercise or conversion — — — Measurement adjustments 6,378 766 5,418 Balance-end $ 7,413 $ 853 $ 7,146 For the nine months ended September 30, 2019 SAFEs 2017 Warrants 2018 Warrants Balance-beginning of period $ 122,588 $ 808 $ 58 Additions 37,379 — — Exercise or conversion (184,182 ) — — Measurement adjustments 24,215 147 17 Balance-end $ — $ 955 $ 75 | Note 13. Fair Value Measurements The Company’s financial assets and liabilities subject to fair value measurements on a recurring basis and the level of inputs used for such measurements were as follows: Fair Value (in thousands) Measured as of Level 1 Level 2 Level 3 Total Assets: Commercial papers $ — $ 3,212 $ — $ 3,212 Corporate debt — 2,698 — 2,698 Treasury bills 749 — — 749 Total fair value 749 5,910 — 6,659 Liabilities: SAFEs — — — — 2017 Warrants — — 1,035 1,035 2018 Warrants — — 87 87 Total fair value $ — $ — $ 1,122 $ 1,122 Fair Value (in thousands) Measured as of Level 1 Level 2 Level 3 Total Liabilities: SAFEs $ — $ — $ 122,588 $ 122,588 2017 Warrants — — 808 808 2018 Warrants — — 58 58 Total fair value $ — $ — $ 123,454 $ 123,454 The Bridge Notes included a Change of Control redemption feature that required bifurcation and separate accounting as a derivative. However, as the triggering Change of Control had a low probability of occurring, the fair value of the derivative was determined to be de minimis. The Company measures the 2017 Warrants, 2018 Warrants, and SAFE liabilities at fair value based on significant inputs not observable in the market, which cause them to be classified as Level 3 measurements within the fair value hierarchy. The valuation of the 2017 Warrant and 2018 Warrant uses assumptions and estimates the Company believes would be made by a market participant in making the same valuation. The Company assess these assumptions and estimates on an on-going Level 3 Disclosures In 2018, the SAFEs, the 2017 Warrants, and the 2018 Warrants were valued using a discounted cash flow model, which estimated the future as-if as-if The 2017 and 2018 Warrants outstanding on December 31, 2019 were valued using an OPM model, which employed an assumed total equity valuation of $640 million, an option term of three years, volatility of 49.6% and a risk-free rate of 1.62%. Total equity value was estimated using a discounted cash flow analysis employing a long-term income forecast and a discount rate of 35%, giving consideration to additional risk in the Company’s forecast relative to the prior valuation. The fair value is classified as Level 3 in the fair value hierarchy due to the significant management judgment required for the assumptions underlying the calculation of value. The following table sets forth a summary of changes in the estimated fair value: The following table presents changes in Level 3 liabilities measured at fair value for the years ended December 31, 2018 and December 31, 2019 (in thousands): For the year ended December 31, 2019 SAFEs 2017 2018 Balance-beginning of year $ 122,588 $ 808 $ 58 Additions 37,379 — Exercise or conversion (184,182 ) Measurement adjustments 24,215 227 29 Balance-end $ — $ 1,035 $ 87 For the year ended December 31, 2018 SAFEs 2017 2018 Balance-beginning of year $ 43,775 $ 723 $ Additions 66,467 — Exercise or conversion Measurement adjustments 12,345 85 58 Balance-end $ 122,588 $ 808 $ 58 |
Gores Metropoulos, Inc. | ||
Fair Value Measurements | 8. Fair Value Measurement The Company complies with FASB ASC 820, Fair Value Measurements re-measured non-financial re-measured The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of September 30, 2020 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs utilize data points that are observable such as quoted prices, interest rates and yield curves. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability, and includes situations where there is little, if any, market activity for the asset or liability: Description September 30, Quoted Prices in Significant Significant Investments and cash held in Trust Account 405,725,195 405,725,195 — — Total $ 405,725,195 $ 405,725,195 $ — $ — | 8. Fair Value Measurements The Company complies with FASB ASC 820, Fair Value Measurements re-measured non-financial re-measured The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of December 31, 2019, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs utilize data points that are observable such as quoted prices, interest rates and yield curves. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability, and includes situations where there is little, if any, market activity for the asset or liability: Description December 31, Quoted Prices in Significant Significant Investments and cash held in Trust Account 406,434,959 406,434,959 — — Total $ 406,434,959 $ 406,434,959 $ — $ — |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Earnings Per Share [Abstract] | ||
Earnings (Loss) Per Share | Note 11. Earnings (Loss) Per Share Founders’ Preferred Stock, Series A Convertible Preferred Stock, Series X Convertible Preferred Stock, and unvested Restricted Stock Awards (“RSAs”) are participating securities in periods of income, as the Founders’ Preferred Stock, Series A Convertible Preferred Stock, Series X Convertible Preferred Stock, and unvested RSAs participate in undistributed earnings on an as-if-converted as-vested two-class two-class Nine Months ended 2020 2019 Numerator: Net loss $ (72,227 ) $ (76,774 ) Deemed dividend attributable to BCF (6,247 ) (5,282 ) Net loss attributable to common shareholders $ (78,474 ) $ (82,056 ) Denominator: Weighted average Common shares outstanding- Basic 9,510,996 8,676,669 Dilutive effect of potential common shares — — Weighted average Common shares outstanding- Diluted 9,510,996 8,676,669 Net loss per shares attributable to Common shareholders-Basic and Diluted $ (8.25 ) $ (9.46 ) The following table presents the potential common shares outstanding that were excluded from the computation of diluted net loss per share of common stock for the periods presented because including them would have been antidilutive: Nine Months ended 2020 2019 Warrants 444,023 71,281 Stock options 1,199,974 148,988 Restricted Stock 161,549 542,610 Series A Convertible Preferred Stock 6,956,100 6,956,100 Series X Convertible Preferred Stock 1,251,971 — Founders Preferred Stock 1,922,600 1,922,600 Total 11,936,217 9,641,579 | Note 14. Earnings (Loss) Per Share Founders Preferred Stock, Series A Convertible Preferred Stock, and unvested Restricted Stock Awards (“RSA”) are participating securities in periods of income, as the Founders Preferred Stock, Series A Convertible Preferred Stock, and unvested RSAs participate in undistributed earnings on an as-if-converted as-vested two-class two-class As of December 31, 2019 2018 Numerator: Net loss $ (94,718 ) $ (79,550 ) Deemed dividend attributable to BCF accretion (5,282 ) — Net loss attributable to common shareholders (100,000 ) (79,550 ) Denominator: Weighted average Common shares outstanding- Basic 8,718,104 6,631,873 Dilutive effect of potential common shares — — Weighted average Common shares outstanding- Diluted 8,718,104 6,631,873 Net loss per shares attributable to Common shareholders- Basic and Diluted $ (11.47 ) $ (12.00 ) The following table presents the potential shares of Common Stock outstanding that were excluded from the computation of diluted net loss per share of common stock as of the periods presented because including them would have been antidilutive: As of December 31, 2019 2018 Warrants 71,281 71,281 Stock Options 365,938 — Restricted Stock 460,257 1,693,491 Series A Convertible Preferred Stock 6,956,100 — Founders Preferred Stock 1,922,600 1,922,600 SAFE — 4,488,738 Total 9,776,176 8,176,110 The SAFEs are not included in basic EPS until settlement. For purposes of diluted EPS, the Company applies the if-converted method. However, because the SAFEs’ non-market-based exercise contingencies were not met prior to settlement and the adjustment to the numerator for mark-to-market losses in the period that the contingencies were met caused the instruments to be antidilutive, the SAFEs were not included in diluted EPS. Please refer to Note 7 for the key terms of the SAFEs. |
Stock-based Compensation
Stock-based Compensation | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | ||
Share-based Compensation | Note 12. Stock-based Compensation The Company maintains the 2015 Stock Plan (the “2015 Plan”) under which incentive stock options, non-qualified non-employee Stock Options Under the terms of the 2015 Plan, incentive stock options must have an exercise price at or above the fair market value of the stock on the date of the grant, while non-qualified 10-year The fair value of stock option awards was determined on the grant date using the Black-Scholes valuation model based on the following assumptions: 9/30/2020 12/31/2019 Expected term (years) (1) 5.96 — 6.02 5.27 — 6.02 Common stock (price per share) $ 22.80 —$ 76.93 $ 17.38 —$ 22.80 Expected volatility (2) 49.3% — 51.9% 44.6% — 49.3% Risk-free interest rate (3) 0.4% — 1.8% 1.6% — 1.9% Dividend yield (4) 0% 0% (1) The expected term is the length of time the grant is expected to be outstanding before it is exercised or terminated. This number is calculated as the midpoint between the vesting term and the original contractual term (contractual period to exercise). If the option contains graded vesting, then the vesting term would be based on the vesting pattern. (2) Volatility, or the standard deviation of annualized returns, was calculated based on comparable companies’ report volatilities. (3) Risk free rate was obtained from US treasury notes for the expected terms noted as of the valuation date. (4) The Company has assumed a dividend yield of zero as they have no plans to declare dividends in the foreseeable future. Given the absence of a public trading market, the Board considered numerous objective and subjective factors to determine the fair value of the Company’s common stock at each meeting at which awards were approved. These factors included, but were not limited to (i) contemporaneous third-party valuations of common stock; (ii) the rights and preferences of preferred stock relative to common stock; (iii) the lack of marketability of common stock; (iv) developments in the business; and (v) the likelihood of achieving a liquidity event, such as an IPO or sale of the Company, given prevailing market conditions. A summary of the Company’s stock option activity for nine months ended September 30, 2020 is as follows: Number of Weighted- Weighted- Aggregate Outstanding as of December 31, 2019 365,938 $ 22.73 9.76 $ 22 Granted 921,721 22.73 — — Exercised — — — Forfeited (87,685 ) 22.73 — — Expired — — — — Outstanding as of September 30, 2020 1,199,974 $ 22.73 9.32 $ 141,657 Vested and exercisable as of September 30, 2020 59,538 $ 22.73 9.06 $ 7,028 Vested and expected to vest as of September 30, 2020 1,199,974 $ 22.73 9.32 $ 141,657 The compensation cost for options recognized for the nine months ended September 30, 2020 and 2019 was $2.2 million and $0.05 million, respectively. As of September 30, 2020, the Company had $12.5 million of unrecognized stock-based compensation expense related to the stock options. This cost is expected to be recognized over a weighted-average period of 2.13 years. Restricted Stock Prior to June 30, 2019, the Company granted restricted stock awards to employees and non-employee In June 2015, the Company issued 6,519,750 and 960,000 restricted stock awards to the Chief Executive Officer and two of the other individuals, respectively. The restrictions lapse 25% on the first anniversary of the date of issuance, and the remaining 75% monthly over the remaining 36 months. At the grant date of the award, the fair value of the award was nominal, and accordingly, no stock-based compensation was required to be recognized in the financial statements. The recipients of restricted stock have voting rights and receive dividends on these unvested shares. These restrictions lapsed on June 18, 2019. Employee restricted stock activity for the nine months ended September 30, 2020 is as follows: Shares Weighted Average Outstanding as of December 31, 2019 458,257 $ 10.92 Granted — — Forfeited (113,776 ) 11.37 Vested (183,556 ) 10.45 Outstanding as of September 30, 2020 160,925 $ 13.88 The total fair value of restricted stock that vested during the nine months ended September 30, 2020 and 2019 was $1.6 million and $2 million, respectively. The compensation cost for restricted stock recognized for the nine months ended September 30, 2020 and 2019 was $2.4 million and $1.8 million, respectively. As of September 30, 2020, the Company had $2.2 million of unrecognized stock-based compensation expense related to the restricted stock. This cost is expected to be recognized over a weighted-average period of 1.49 years. Non-employee The restricted stock disclosures above do not include non-employee Non-employee 2018-07 non-employee 505-50 non-employees As of September 30, 2020, the Company had $ 9,623 of unrecognized stock-based compensation expense related to the restricted stock. This cost is expected to be recognized over a weighted-average period of 1.35 years. Non-employee Shares Weighted Average Outstanding as of December 31, 2019 1,999 $ 17.61 Granted — — Exercised — — Forfeited — — Vested (1,375 ) 17.61 Outstanding as of September 30, 2020 624 $ 17.61 Compensation expense Total stock-based compensation expense by function was as follows (in thousands): Nine Months ended 2020 2019 Cost of sales $ 237 $ 69 Research and development 1,608 616 Sales and marketing 334 107 General and administrative 2,531 1,064 Total $ 4,710 $ 1,856 Volvo Stock Purchase Warrant On March 20, 2020, the Company issued a stock purchase warrant to Volvo Car Technology Fund AB (“VCTF”) in connection to the engineering services contract. VCTF is entitled to purchase from the Company up to 300,000 shares of Series A Convertible Preferred Stock of the Company, par value $0.00001 per share, at a price of $43.3039 per share. The warrant vests and becomes exercisable in two tranches depending on satisfaction of certain commercial milestones. The fair value of warrants aggregating $2.9 million represent consideration payable to a customer and would be recognized as reduction in revenue consistent with the revenue recognition pattern in subsequent revenue contracts when these warrants become probable of getting vested. | Note 15. Stock-based Compensation The Company maintains the 2015 Stock Plan (the “2015 Plan”) under which incentive stock options, non-qualified non-employee Stock Options Under the terms of the 2015 Plan, incentive stock options must have an exercise price at or above the fair market value of the stock on the date of the grant, while non-qualified four years 10-year No stock options were granted prior to December 31, 2018. The fair value of stock option awards in 2019 was determined on the grant date using the Black-Scholes valuation model based on the following assumptions: 2019 Expected term (years) (1) 5.27 – 6.02 Current stock value $ 17.38 – 22.80 Expected volatility (2) 44.6% – 49.3% Risk-free interest rate (3) 1.6% – 1.9% Dividend yield (4) 0% (1) The expected term is the length of time the grant is expected to be outstanding before it is exercised or terminated. This number is calculated as the midpoint between the vesting term and the original contractual term (contractual period to exercise). If the option contains graded vesting, then the vesting term would be based on the vesting pattern. (2) Volatility, or the standard deviation of annualized returns, was calculated based on comparable companies’ reported volatilities. (3) Risk free rate was obtained from US treasury notes for the expected terms noted as of the valuation date. (4) The Company has assumed a dividend yield of zero as it has no plans to declare dividends in the foreseeable future. Given the absence of a public trading market, the Board considered numerous objective and subjective factors to determine the fair value of the Company’s Common Stock at each meeting at which awards were approved. These factors included, but were not limited to (i) contemporaneous third-party valuations of Common Stock; (ii) the rights and preferences of Series A Preferred relative to Common Stock; (iii) the lack of marketability of Common Stock; (iv) developments in the business; and (v) the likelihood of achieving a liquidity event, such as an IPO or sale of the Company, given prevailing market conditions. A summary of the Company’s stock option activity for years ended 2019 and 2018 is as follows: Number of Weighted- Weighted- Aggregate Outstanding as of January 1, 2019 — $ — — $ — Granted 366,988 22.73 9.76 Exercised — — — Forfeited (1,050 ) 22.73 9.61 Expired — — — Outstanding as of December 31, 2019 365,938 22.73 9.76 22 Vested and exercisable as of December 31, 2019 26,035 22.73 9.75 2 Vested and expected to vest as of December 31, 2019 365,938 $ 22.73 9.76 $ 22 The weighted-average grant date fair value of stock options granted during the year ended December 31, 2019 and 2018 was $9.21 The compensation cost for options recognized during 2019 was $240,000. As of December 31, 2019, the Company had $3.2 million of unrecognized stock-based compensation expense related to the stock options. This cost is expected to be recognized over a weighted-average period of 2.59 years. Restricted Stock Prior to June 30, 2019, the Company granted restricted stock awards to employees. Recipients purchased the restricted stock on the grant date and the Company has the right to repurchase the restricted shares at the same price recipients paid to obtain those shares. The restrictions lapse solely based on continued service, and generally lapse over 4 years 25 In June 2015, the Company issued 6,519,750 and 960,000 shares of restricted common stock subject to vesting to the Chief Executive Officer and two other individuals, respectively. The restrictions lapse 25 75 Employee restricted stock activity for years ended 2019 and 2018 is as follows: Shares Weighted Average Outstanding as of December 31, 2017 3,534,436 $ 0.36 Granted 509,379 12.39 Forfeited (89,047 ) 2.50 Vested (2,278,495 ) 0.78 Outstanding as of December 31, 2018 1,676,273 3.01 Granted 150,800 17.54 Forfeited (97,150 ) 7.19 Vested (1,271,666 ) 1.97 Outstanding as of December 31, 2019 458,257 $ 10.92 The total fair value of restricted stock that vested during 2019 was $2.5 million. The compensation cost for restricted stock recognized for years ended 2019 and 2018 was $2.4 million and $1.7 million, respectively. Tax benefits related to the awards were $0 As of December 31, 2019, the Company had $3.7 million of unrecognized stock-based compensation expense related to the restricted stock. This cost is expected to be recognized over a weighted-average period of 1.73 years. Non-employee The restricted stock disclosures above do not include non-employee Non-employee 2018-07 non-employee 505-50 non-employee non-employee Non-employee restricted stock activity for years ended 2019 and 2018 is as follows: Shares Weighted Average Outstanding as of December 31, 2017 37,989 $ 0.05 Granted 2,800 13.75 Forfeited (625 ) 0.05 Vested (22,946 ) 0.64 Outstanding as of December 31, 2018 17,218 1.46 Granted — — Forfeited — — Vested (15,219 ) 17.61 Outstanding as of December 31, 2019 1,999 $ 17.61 Compensation expense Total stock-based compensation expense by function was as follows (in thousands): Year Ended December 31, 2019 2018 Cost of sales $ 92 $ 66 Research and development 914 564 Sales and marketing 163 83 General and administrative 1,533 1,349 Total $ 2,702 $ 2,062 |
Retirement Plan
Retirement Plan | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Retirement Benefits [Abstract] | ||
Retirement Plan | Note 13. Retirement Plan Through September 30, 2019, a subsidiary of the Company (Black Forest Engineering (“BFE”)) had a Simplified Employee Pension (“SEP”) defined-contribution savings plan. This plan covered all full-time employees that have been employed at least two of the immediately preceding five years and are over 21 years old. The company provided contributions of up to 15% of each participant’s gross salary, yearly. During the nine months ended September 30, 2019, the Company’s contributions were $135,000. The Company discontinued the SEP plan after June 30, 2019. | Note 16. Retirement Plan Through June 30, 2019, a subsidiary of the Company (Black Forest Engineering (“BFE”)) had a Simplified Employee Pension (SEP) defined-contribution savings plan. This plan covered all full-time employees that have been employed at least two of the immediately preceding five years and were over 21 years old. The Company provided contributions of up to 15% of each participant’s gross salary, yearly. During the year ended December 31, 2019 and December 31, 2018, the Company’s contributions were $135,000 and $181,000, respectively. The Company discontinued the SEP plan after June 30, 2019. |
Income Taxes
Income Taxes | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Income Taxes | Note 14. Income Taxes The effective tax rate was zero percent and zero percent for the nine months ended September 30, 2020 and September 30, 2019, respectively. The effective tax rate for nine month ended September 30, 2020 differs significantly from our statutory tax rate of 21%, primarily due to the Company’s full valuation allowance position and the change in fair value of the warrant liabilities, which are not deductible. The effective tax rate for nine-months ended September 30, 2019 differs significantly from our statutory tax rate of 21%, primarily due to the Company’s full valuation allowance position and SAFE Note losses, which are not deductible. | Note 17. Income Taxes Components of Income Before Taxes For financial reporting purposes, loss before income taxes includes the following components: Year Ended December 31, 2019 2018 Domestic $ 94,718 $ 79,550 Foreign — — Loss before income taxes $ 94,718 $ 79,550 Components of Tax Expense The current and deferred provision for income taxes for 2019, and 2018 is zero due to the Company having a full valuation allowance. Effective Tax Rate Reconciliation between the effective tax rate on income from continuing operations and the statutory tax rate of 21% is as follows: Year Ended December 31, 2019 2018 U.S. federal provision at statutory rate 21.0 % 21.0 % State income taxes, net of federal benefit 2.9 3.7 Tax credits 1.9 2.2 Permanent items (7.4 ) (3.9 ) Uncertain tax benefits (0.9 ) (1.1 ) Change in valuation allowance (17.5 ) (21.9 ) Effective tax rate 0.0 % 0.0 % The Company’s effective tax rates differ from the federal statutory rate primarily due to the change in valuation allowance and the loss on the SAFE Notes, which is not deductible for income tax purposes, for both 2019 and 2018. Deferred Taxes The Company’s deferred income tax assets and liabilities as of December 31, 2019 and 2018 were as follows (in thousands): Year Ended December 31, 2019 2018 Deferred tax assets: Net operating loss carry forward $ 43,971 $ 27,644 Tax credits 2,397 1,473 Accruals and reserves 1,671 2,063 Stock-based compensation 23 — Other 2 1 Total deferred tax assets 48,064 31,181 Valuation allowance (46,998 ) (29,771 ) Total deferred tax asset 1,066 1,410 Deferred tax liabilities: Depreciation and amortization 1,066 1,410 Total deferred tax liabilities 1,066 1,410 Net deferred tax assets (liabilities) $ — $ — The Company assesses the realizability of deferred tax assets based on the available evidence, including a history of taxable income and estimates of future taxable income. In assessing the realizability of deferred tax assets, the Company considers whether it is more likely than not that all or some portion of deferred tax assets will not be realized. Due to the losses the Company generated in the current and prior years, the Company believes it is not more likely than not that all of the deferred tax assets can be realized. Accordingly, the Company established and recorded a full valuation allowance on its net deferred tax assets of $47.0 Utilization of the net operating loss and tax credit carryforwards is subject to a substantial annual limitation due to the “ownership change” limitations provided by Section 382 and 383 of the Internal Revenue Code of 1986, as amended, and other similar state provisions. Any annual limitation may result in the expiration of net operating loss and tax credit carryforwards before utilization. As of December 31, 2019, the Company had $164.8 As of December 31, 2019, the Company also has federal and state research and development tax credit carryforwards of $4.7 Unrecognized Tax Benefits The Company accrues for uncertain tax positions identified, which are not deemed more likely than not to be sustained if challenged, and recognizes interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. The Company had immaterial cumulative interest and penalties as of December 31, 2019 and 2018. The Company does not expect that the total amounts of unrecognized tax benefits will significantly increase or decrease within 12 months of the reporting date. The following is a tabular reconciliation of the total amounts of unrecognized tax benefits (in thousands): Year Ended December 31, 2019 2018 Unrecognized tax benefits as of the beginning of the year $ 1,473 $ 549 Increases related to prior year tax provisions Decrease related to prior year tax provisions Increase related to current year tax provisions 924 924 Statue lapse Unrecognized tax benefits as of the end of the year $ 2,397 $ 1,473 All of the unrecognized tax benefits as of December 31, 2019, and 2018 would affect the effective tax rate. The Company’s major tax jurisdictions are the United States and the earliest years open for examination is 2015. |
Gores Metropoulos, Inc. | ||
Income Taxes | 6. Income Taxes Income tax expense during interim periods is based on applying an estimated annual effective income tax rate to year-to-date The computation of the annual estimated effective tax rate at each interim period requires certain estimates and significant judgment including, but not limited to, the expected operating income for the year, projections of the proportion of income earned and taxed in various jurisdictions, permanent and temporary differences, and the likelihood of recovering deferred tax assets generated in the current year. The accounting estimates used to compute the provision for income taxes may change as new events occur, more experience is obtained, additional information becomes known or as the tax environment changes. The Company has evaluated tax positions taken or expected to be taken in the course of preparing the financial statements to determine if the tax positions are “more likely than not” of being sustained by the applicable tax authority. Tax positions not deemed to meet the “more likely than not” threshold would be recorded as a tax benefit or expense in the current year. The Company has concluded that there was no impact related to uncertain tax positions on the results of its operations for the period ended September 30, 2020. As of September 30, 2020, the Company has no accrued interest or penalties related to uncertain tax positions. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company’s conclusions regarding tax positions will be subject to review and may be adjusted at a later date based on factors including, but not limited to, ongoing analyses of tax laws, regulations, and interpretations thereof. | 6. Income Taxes Effective Tax Rate Reconciliation A reconciliation of the statutory federal income tax expense to the income tax expense from continuing operations provided at December 31, 2019 and 2018 as follows: Year Ended Year Ended Income tax expense at the federal statutory rate $ 1,446,224 $ (4,617 ) State income taxes—net of federal income tax benefits (29,220 ) (1,018 ) Change in valuation allowance 24,603 5,635 Total income tax expense (benefit) $ 1,441,607 $ — Current/Deferred Taxes The provision for income taxes consisted of the following for the years ended December 31, 2019 and 2018: Year Ended Year Ended Current income tax expense Federal $ 1,443,960 $ — State — — Total current income tax expense $ 1,443,960 $ — Deferred income tax expense Federal $ (2,353 ) $ — State — — Total deferred income tax expense $ (2,353 ) $ — Provision for income taxes $ 1,441,607 $ — Deferred Tax Assets and Liabilities Significant components of the Company’s deferred tax assets and liabilities as of December 31, 2019 and 2018 are as follows: Year Ended Year Ended Deferred tax assets/(liabilities) Tax attribute carryovers $ 32,591 $ 5,635 Valuation allowance (30,238 ) (5,635 ) Net deferred tax assets/(liabilities) $ 2,353 $ 5,635 On December 22, 2017, the Tax Cuts and Jobs Act of 2017 (the “Act”) was signed into law making significant changes to the Internal Revenue Code. The Act contains reform to the corporate tax law including reducing the corporate tax rate to 21%, eliminating the 2-year |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments and Contingencies | Note 15. Commitments and Contingencies Leases The Company leases manufacturing equipment under non-cancelable The Company also leases office and manufacturing facilities under non-cancelable As of September 30, 2020, future minimum lease payments under all noncancelable capital and operating leases with an initial lease term in excess of one year were as follows (in thousands): Capital Leases Operating Leases 2020 $ 72 $ 1,237 2021 278 4,952 2022 187 5,428 2023 19 3,992 2024 — 746 Thereafter — — Total minimum lease payments $ 556 $ 16,355 Less: amount representing interest 59 Long-term capital lease obligations as of September 30, 2020 $ 497 The Company purchases services and goods from a variety of suppliers in the ordinary course of business. Purchase obligations are defined as agreements that are enforceable and legally binding and that specify all significant terms, including fixed or minimum quantities to be purchased, fixed, minimum, or variable price provisions, and the approximate timing of the transaction. The Company had purchase obligations primarily for purchases of inventory, research and development, and general and administrative activities totaling $4 million as of September 30, 2020, which is expected to be received within a year. General litigation 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. When it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimate, the Company records a liability for such loss contingencies. The Company’s estimates regarding potential losses and materiality are based on the Company’s judgment and assessment of the claims utilizing currently available information. Although the Company will continue to reassess its reserves and estimates based on future developments, the Company’s objective assessment of the legal merits of such claims may not always be predictive of the outcome and actual results may vary from the Company’s current estimates. Supplier Contract On May 2, 2018, in order to manage manufacturer lead times and meet product forecasts, the Company committed to purchase certain components aggregating to $2.6 million. On August 14, 2020, to avoid possible losses due to technological obsolescence, the Company negotiated with the supplier a release from its obligation to purchase its components by agreeing to pay $1.1 million. The Company has recognized this amount in cost of goods sold in the condensed consolidated statement of operations for the nine months ended September 30, 2020. | Note 18. Commitments and Contingencies Leases The Company leases manufacturing equipment under non-cancelable The Company also leases office and manufacturing facilities under non-cancelable As of December 31, 2019, future minimum lease payments under all noncancelable capital and operating leases with an initial lease term in excess of one year were as follows (in thousands): Capital Leases Operating Leases 2020 $ 216 $ 5,965 2021 204 6,264 2022 113 5,975 2023 4 3,992 2024 — 746 Thereafter — — Total minimum lease payments 537 $ 22,942 Less: amount representing interest 83 Long-term capital lease obligations as of December 31, 2019 $ 454 Purchase Obligations The Company purchases services and goods from a variety of suppliers in the ordinary course of business. Purchase obligations are defined as agreements that are enforceable and legally binding and that specify all significant terms, including fixed or minimum quantities to be purchased, fixed, minimum, or variable price provisions, and the approximate timing of the transaction. The Company had purchase obligations primarily for purchases of inventory, R&D, and general and administrative activities totaling $7.7 million as of December 31, 2019, which is expected to be received within a year. General litigation 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. When it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimate, the Company records a liability for such loss contingencies. The Company’s estimates regarding potential losses and materiality are based on the Company’s judgment and assessment of the claims utilizing currently available information. Although the Company will continue to reassess its reserves and estimates based on future developments, the Company’s objective assessment of the legal merits of such claims may not always be predictive of the outcome and actual results may vary from the Company’s current estimates. Dispute Settlement On June 29, 2018, a lawsuit was filed against a Company employee and the Company, alleging trade secret misappropriation, breach of fiduciary duty and breach of certain agreements relating to the employee’s departure from Plaintiff and joining the Company, and sought unspecified monetary damages. On July 13, 2020, the parties agreed to settle all outstanding litigation by entering into a settlement agreement. The terms of the agreement require the Company to pay $1.5 million in tranches to the plaintiff, through October 2021. The Company has accrued this amount as settlement liability in the consolidated balance sheets as of December 31, 2018. The related expense has been recorded in General and Administrative expenses on the consolidated statement of operations. |
Segment, Geographic and Custome
Segment, Geographic and Customer Concentration Information | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Segment Reporting [Abstract] | ||
Segment, Geographic and Customer Concentration Information | Note 16. Segment, Geographic and Customer Concentration Information Reportable segments include Autonomy Solutions and Other Component Sales. These segments reflect the way the Company’s chief operating decision-maker (“CODM”) evaluates the Company’s business performance and manages its operations. Each segment has distinct product offerings, customers, and market penetration. The Chief Executive Officer is the CODM of the Company. Autonomy Solutions This segment manufactures and distributes commercial lidar sensors that measures distance using laser light to generate a highly accurate 3D map for automotive mobility applications. This segment is impacted by trends in and the strength of the autonomous vehicles and associated infrastructure/technology sector. Other Component Sales This segment is in the business of development of ultra-sensitive pixel-based sensors. This segment also designs, tests, and provides consulting services for non-standard The accounting policies of the operating segments are the same as those described in Note 1. Segment operating results and reconciliations to the Company’s consolidated balances are as follows (in thousands): Nine Months ended September 30, 2020 Autonomy Other Total Eliminations (1) Total Revenue: Revenues from external customers $ 9,587 $ 1,932 $ 11,519 $ — $ 11,519 Revenues from internal customer 639 2,544 3,183 (3,183 ) — Total Revenue $ 10,226 $ 4,476 $ 14,702 $ (3,183 ) $ 11,519 Depreciation and amortization $ 1,825 $ 104 $ 1,929 $ — $ 1,929 Operating profit (loss) (56,673 ) 192 (56,481 ) — ( 56, 481 ) Other significant items: Segment assets 191,778 2,979 194,757 (3,304 ) 191,453 Inventory 2,912 9 2,921 — 2,921 Nine Months ended September 30, 2019 Autonomy Other Total Eliminations (1) Total Revenue: Revenues from external customers $ 4,373 $ 2,430 $ 6,803 $ — $ 6,803 Revenues from internal customer — 2,184 2,184 (2,184 ) — Total Revenue $ 4,373 $ 4,614 $ 8,987 $ (2,184 ) $ 6,803 Depreciation and amortization $ 1,577 $ 135 $ 1,712 $ — $ 1,712 Operating profit (loss) (45,235 ) 267 (44,968 ) — (44,968 ) Other significant items: Segment assets 73,119 2,315 75,434 (2,779 ) 72,655 Inventory 4,742 — 4,742 — 4,742 1. Represent the eliminations of all intercompany balances and transactions during the period presented. | Note 19. Segment, Geographic and Customer Concentration Information Reportable segments include Autonomy Solutions and Other Component Sales. These segments reflect the way the Company’s chief operating decision-maker (“CODM”) evaluates the Company’s business performance and manages its operations. Each segment has distinct product offerings, customers, and market penetration. The Chief Executive Officer is the CODM of the Company. Autonomy Solutions This segment manufactures and distributes commercial lidar sensors that measures distance using laser light to generate a highly accurate 3D map for automotive mobility applications. This segment is impacted by trends in and the strength of the autonomous vehicles and associated infrastructure/technology sector. Other Component Sales This segment is in the business of development of ultra-sensitive pixel-based sensors. This segment also designs, tests and provides consulting services for non-standard The accounting policies of the operating segments are the same as those described in Note 1. Segment operating results and reconciliations to the Company’s consolidated balances are as follows (in thousands): Year ended December 31, 2019 Autonomy Other Total Eliminations (1) Total Revenue: Revenues from external customers $ 9,666 $ 2,936 $ 12,602 $ — $ 12,602 Revenues from internal customer — 2,949 2,949 (2,949 ) — Total Revenue 9,666 5,885 15,551 (2,949 ) 12,602 Depreciation and amortization 2,135 181 2,316 — 2,316 Operating loss (62,874 ) 259 (62,615 ) — (62,615 ) Other significant items: Segment assets 52,171 2,218 54,389 (2,525 ) 51,864 Inventory $ 4,002 $ — $ 4,002 $ — $ 4,002 Year ended December 31, 2018 Autonomy Other Total Eliminations (1) Total Revenue: Revenues from external customers $ 7,236 $ 4,456 $ 11,692 $ — $ 11,692 Revenues from internal customer — 3,387 3,387 (3,387 ) — Total Revenue 7,236 7,843 15,079 (3,387 ) 11,692 Depreciation and amortization 1,335 159 1,494 — 1,494 Operating loss (63,845 ) (384 ) (64,229 ) — (64,229 ) Other significant items: Segment assets 26,569 4,244 30,813 (2,611 ) 28,202 Inventory $ 2,926 $ — $ 2,926 $ — $ 2,926 1. Represent the eliminations of all intercompany balances and transactions during the period presented. |
Related Party Transactions
Related Party Transactions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Related Party Transactions | Note 17. Related Party Transactions Contractor Fees In August 2018, the Company entered into an agreement for real estate advisory services with an entity of which the Company’s senior advisor and a relative of the Company’s Chief Executive Officer is a managing principal. The Company paid $43,000 and $0 for the nine months ended September 30, 2020 and 2019, respectively. Related Party Payable In February 2017, BFE entered into a five-year lease agreement with BFE Leasing LLC, a related party. Under the lease agreement, BFE leases approximately eight thousand square feet of office space in Colorado Springs, Colorado. As of September 30, 2020, future minimum lease payments total $97,000 related to this facility. Rent expense was $77,000 and $74,000 for the nine months ended September 30, 2020 and September 30, 2019, respectively. | Note 20. Related Party Transactions Consulting Fees In May 2017, the Company entered into a short-term lease agreement with a company controlled by the Chief Business Officer. Under the lease agreement, Luminar leases approximately 4,910 square feet of corporate housing. The Company incurred rent expense of $11,000 and $108,000 for December 2019 and December 31, 2018 respectively. During the years ended December 31, 2019 and 2018, the Company incurred contractor fees of $0 and $248,000, respectively from receiving consulting services from a company owned by the Chief Business Officer. Related Party Payable In February 2017, BFE entered into a five-year lease agreement with BFE Leasing LLC, a related party. Under the lease agreement, BFE leases approximately eight thousand square feet of office space in Colorado Springs, Colorado. As of December 31, 2019, future minimum lease payments total $226,000 related to this facility. Rent expense was $99,000 and $95,000 for the years ended December 31, 2019 and 2018, respectively. During the six months period ended June 30, 2020, the former Chief Financial Officer separated from the Company and as per the terms of the release and separation agreement entered into with him, the unvested restricted stock granted are expected to be repurchased at the original purchase price which is immaterial. |
Gores Metropoulos, Inc. | ||
Related Party Transactions | 4. Related Party Transactions Founder Shares On October 18, 2018, the Sponsor purchased 10,781,250 Founder Shares for an aggregate purchase price of $25,000, or approximately $0.002 per share. Subsequently, the Sponsor transferred an aggregate of 75,000 Founder Shares to the Initial Stockholders. On March 18, 2019, the Sponsor forfeited 781,250 Founder Shares following the expiration of the unexercised portion of underwriter’s over-allotment option, so that the Founder Shares held by the Initial Stockholders would represent 20.0% of the outstanding shares of common stock following completion of the Public Offering. The Founder Shares are identical to the common stock included in the Units sold in the Public Offering except that the Founder Shares will automatically convert into shares of Class A Stock at the time of the Business Combination on a one-for-one The Initial Stockholders have entered into letter agreements with the Company, pursuant to which they waived their rights to participate in any redemption with respect to their Founder Shares; however, if the Sponsor or any of the Company’s officers, directors or affiliates acquire public shares of common stock, they will be entitled to a pro rata share of the Trust Account in the event the Company does not complete a Business Combination within the required time period. Private Placement Warrants The Sponsor purchased from the Company an aggregate of 6,666,666 warrants at a price of $1.50 per warrant (a purchase price of $10,000,000) in a private placement that occurred simultaneously with the Public Offering (the “Private Placement Warrants”). Each Private Placement Warrant entitles the holder to purchase one share of Class A Stock at $11.50 per share. A portion of the purchase price of the Private Placement Warrants was added to the proceeds from the Public Offering to be held in the Trust Account pending completion of a Business Combination. The Private Placement Warrants have terms and provisions that are identical to those of the public warrants sold as part of the units in the Public Offering, except that the Private Placement Warrants may be physical (cash) or net share (cashless) settled and are not redeemable so long as they are held by the Sponsor or its permitted transferees. If the Company does not complete a Business Combination, then the Private Placement Warrants proceeds will be part of the liquidation distribution to the public stockholders and the Private Placement Warrants will expire worthless. Pursuant to certain letter agreements entered into at the time of consummating our initial public offering, the Initial Stockholders, subject to certain limited exceptions, have agreed not to transfer, assign or sell any Private Placement Warrants and any Class A Stock underlying such Private Placement Warrants until 30 days after the consummation of a Business Combination. Registration Rights The holders of Founder Shares, Private Placement Warrants and warrants issued upon conversion of working capital loans, if any, have registration rights (in the case of the Founder Shares, only after conversion of such shares to Class A Stock) pursuant to a registration rights agreement entered into by the Company, the Sponsor and the other security holders named therein on February 1, 2019. These holders will also have certain demand and “piggy back” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Sponsor Loan On October 18, 2018, our Sponsor loaned us an aggregate of $150,000 by the issuance of an unsecured promissory note for $300,000 to cover expenses related to the Public Offering. On December 31, 2019, the outstanding balance on the loan was $150,000. On January 25, 2019, our Sponsor loaned us an additional $150,000 to cover expenses related to the Public Offering. These Notes were non-interest Administrative Services Agreement The Company entered into an administrative services agreement on February 1, 2019, pursuant to which it agreed to pay to an affiliate of the Sponsor $20,000 a month for office space, utilities, and secretarial support. Services commenced on the date the securities were first listed on the NASDAQ Capital Market and will terminate upon the earlier of the consummation by the Company of a Business Combination or the liquidation of the Company. For the nine months ended September 30, 2020 and year ending December 31, 2019, the Company paid the affiliate $180,000 and $220,000, respectively. | 4. Related Party Transactions Founder Shares On October 18, 2018, the Sponsor purchased 10,781,250 shares of Class F common stock (the “Founder Shares”) for an aggregate purchase price of $25,000, or approximately $0.002 per share. Subsequently, the Sponsor transferred an aggregate of 75,000 Founder Shares to the Company’s independent directors (together with the Sponsor, the “Initial Stockholders”). On March 18, 2019, the Sponsor forfeited 781,250 Founder Shares following the expiration of the unexercised portion of underwriter’s over-allotment option, so that the Founder Shares held by the Initial Stockholders would represent 20.0% of the outstanding shares of Common Stock following completion of the Public Offering. The Founder Shares are identical to the Common Stock included in the Units sold in the Public Offering except that the Founder Shares will automatically convert into shares of Class A common stock at the time of the Business Combination on a one-for-one Private Placement Warrants The Sponsor purchased from the Company an aggregate of 6,666,666 warrants at a price of $1.50 per warrant (a purchase price of $10,000,000) in a private placement that occurred simultaneously with the Public Offering (the “Private Placement Warrants”). Each Private Placement Warrant entitles the holder to purchase one share of Class A common stock at $11.50 per share. A portion of the purchase price of the Private Placement Warrants was added to the proceeds from the Public Offering to be held in the Trust Account pending completion of the Business Combination. The Private Placement Warrants have terms and provisions that are identical to those of the Warrants sold as part of the Units in the Public Offering, except that the Private Placement Warrants may be physical (cash) or net share (cashless) settled and are not redeemable so long as they are held by the Sponsor or its permitted transferees. If the Company does not complete a Business Combination, then the Private Placement Warrants proceeds will be part of the liquidation distribution to the public stockholders and the Private Placement Warrants will expire worthless. Registration Rights The holders of Founder Shares, Private Placement Warrants and warrants issued upon conversion of working capital loans, if any, have registration rights (in the case of the Founder Shares, only after conversion of such shares to common shares) pursuant to a registration rights agreement entered into by the Company, the Sponsor and the other security holders named therein on February 1, 2019. These holders will also have certain demand and “piggy back” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Sponsor Loan On October 18, 2018, our Sponsor loaned us an aggregate of $150,000 by the issuance of an unsecured promissory note for $300,000 to cover expenses related to the Public Offering. On December 31, 2019, the outstanding balance on the loan was $150,000. On January 25, 2019, our Sponsor loaned us an additional $150,000 to cover expenses related to the Public Offering. These Notes were non-interest Administrative Service Agreement The Company entered into an administrative services agreement on February 1, 2019, pursuant to which it agreed to pay to an affiliate of the Sponsor $20,000 a month for office space, utilities and secretarial support. Services commenced on the date the securities were first listed on the NASDAQ Capital Market and will terminate upon the earlier of the consummation by the Company of a Business Combination or the liquidation of the Company. |
Risk and Contingencies
Risk and Contingencies | 9 Months Ended |
Sep. 30, 2020 | |
Gores Metropoulos, Inc. | |
Risk and Contingencies | 10. Risk and Contingencies Management is currently evaluating the impact of the COVID-19 |
Subsequent Events
Subsequent Events | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Subsequent Events | Note 19. Subsequent Events In preparing the unaudited consolidated financial statements, the Company has evaluated subsequent events through December 7, 2020. Issuance of additional Series X preferred stock The Company has issued an additional 102,101 shares of Series X preferred stock for gross proceeds of $13.86 million. Business Combination Pursuant to the merger agreement described in Note 1, on December 2, 2020, the Company was merged with and into a subsidiary of Gores Metropoulos, Inc., a Delaware corporation (“Gores”), a special purpose acquisition company (the “Business Combination”), and became a wholly-owned subsidiary of Gores. Gores changed its name to Luminar Technologies, Inc., and the subsidiary changed its name to Luminar Holdco, LLC (“Luminar”). Luminar’s merger with a subsidiary of Gores is expected to be accounted for as a reverse recapitalization, with no goodwill or other intangible assets recorded, in accordance with GAAP. Pursuant to the Merger Agreement, the aggregate consideration to be paid to Luminar stockholders in connection with the business combination (excluding any potential earn out consideration), is expected to be 218,818,037 shares of Class A common stock and 105,118,203 shares of Class B common stock (or options or warrants therefor) with an implied value (based on an assumed value of $10.00 per share), equal to approximately $2,943 million, plus an aggregate amount of approximately $13.9 million, being the amount of additional capital in excess of $170,000,000 that was raised by Luminar pursuant to the Series X financing prior to the closing of the Business Combination. In addition, Luminar Stockholders will also be entitled to receive a number of additional earn-out There are six distinct tranches of earn out shares, each of which will be issued if the volume weighted average closing sale price of one share of Class A Stock for a period of at least 20 days out of 40 consecutive trading days is greater than or equal to the price specified for such tranche in the Merger Agreement during the period beginning on the date that is six months following the closing of the Business Combination and ending on the fifth anniversary of such date (“Earn Out Period”). If the earn out condition is achieved for a tranche, the Company will account for the earn out shares for such tranche as issued and outstanding Class A Stock and Class B Stock. Collaboration Agreement On October 30, 2020, the Company released a press release announcing that it had entered into a strategic partnership with the world’s largest commercial vehicle manufacturer, and certain of its U.S. subsidiaries to enable high automated trucking, starting on highways. The vehicle manufacturer and the Company are collaboratively pursuing a common goal of bringing series-produced highly automated trucks (SAE Level 4) to roads globally. The teams intend to work closely together in order to enhance lidar sensing, perception, and system-level performance for the manufacturer’s trucks moving at highway speeds. On November 20, 2020 the Company entered into an agreement with an entity to supply Lidar sensors for the entity’s autonomous vehicle solutions. As part of this agreement the entity and the Company will collaborate to incorporate Company’s sensors in the entity’s pilot and driverless fleet in key markets around the world. | Note 21. Subsequent Events In preparing the audited consolidated financial statements as of December 31, 2019 and 2018, the Company has evaluated subsequent events through September 14, 2020, which is the date the audited consolidated financial statements were available for issuance. Gores Metropoulos, Inc. Merger On August 24, 2020, Gores Metropoulos, Inc. (“Gores”) (NASDAQ:GMHI), a special purpose acquisition company sponsored by Gores Metropoulos Sponsor, LLC, announced that it had entered into a definitive agreement for a business combination that would result in the Company becoming a wholly owned subsidiary of Gores. If such business combination is ultimately completed, the Company would effectively comprise all of Gores’ material operations. Debt Refinancing On March 31, 2020, the Company entered into a debt refinancing agreement to refinance the Notes. The $3.6 th Upon issuing the New Notes, the Company paid the lenders a non-refundable Volvo Stock Purchase Warrant On March 20, 2020, the Company issued a stock purchase warrant to Volvo Car Technology Fund AB (“VCTF”) in connection to the engineering services contract. VCTF is entitled to purchase from the Company up to 300,000 shares of Series A Convertible Preferred Stock of the Company, par value $0.00001 per share, at a price of $43.3039 per share. The warrant vests and becomes exercisable in two tranches based on satisfaction of certain commercial milestones. The fair value of warrants aggregating $2.9 million represent consideration payable to a customer and would be recognized as reduction in revenue consistent with the revenue recognition pattern when these warrants become probable of getting vested. Paycheck Protection Program Note On April 22, 2020 (the “Origination Date”), the Company received $7.8 million in aggregate loan proceeds (the “Loan”) from Silicon Valley Bank (the “Lender”) pursuant to the Paycheck Protection Program established under the CARES Act (the Coronavirus Aid, Relief, and Economic Security Act) of 2020. Payments of principal and interest are deferred for the first six months following the Origination Date, and the Loan will mature two years after the Origination Date. Following the deferral period, the Company will be required to make payments of principal plus interest accrued under the Loan to the Lender in monthly installments based upon an amortization schedule to be determined by the Lender based on the principal balance of the Loan outstanding following the deferral period and taking into consideration any portion of the Loan that may be forgiven prior to that time. The Loan bears interest at 1%. The forgiveness of the Loan may be available for principal that is used for limited purposes that expressly qualify for forgiveness under Small Business Administration requirements. The Company repaid the Loan in full on August 20, 2020. Series X Preferred Stock Purchase Agreement On August 24, 2020, the Company entered into the Series X Preferred Stock Purchase Agreement (the “Purchase Agreement”) to issue shares of the Company’s Series X Preferred Stock (the “Series X Preferred Stock”). Approximately 1,250,000 shares of Series X Preferred Stock has been issued for cash at a purchase price of $135.8 per share of Series X Preferred Stock, for aggregate proceeds of approximately $170 million. The terms of the Series X Preferred Stock financing allow the Company to issue additional shares of Series X Preferred Stock up to an aggregate value of $30 million. Founders Preferred Stock and Common Stock Exchange Agreement Pursuant to a share exchange agreement (“Exchange Agreement”) entered into August 24, 2020, immediately prior to the closing of the merger with Gores, the Company will exchange the Founders Preferred Stock and Luminar Class A Stock (each with one vote per share) held by the Chief Executive Officer of Luminar for Luminar Class B Stock (with ten votes |
Gores Metropoulos, Inc. | ||
Subsequent Events | 11. Subsequent Events Management has performed an evaluation of subsequent events through the date of issuance of the condensed consolidated financial statements, noting no items which require adjustment or disclosure other than those set forth in the preceding notes to the condensed consolidated financial statements. | 10. Subsequent Events Management has performed an evaluation of subsequent events through the date of issuance of the financial statements, noting no items which require adjustment or disclosure other than those set forth in the preceding notes to the financial statements. |
Description of Business and S_2
Description of Business and Summary of Significant Accounting Policies (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Basis of Presentation | Basis of Presentation The accompanying condensed consolidated financial statements include the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. These condensed consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Accordingly, these interim condensed consolidated financial statements should be read in conjunction with the audited financial statements and accompanying notes for the years ended December 31, 2019 and 2018. The condensed consolidated balance sheet as of December 31, 2019, included herein, was derived from the audited financial statements of the Company as of that date. The unaudited condensed consolidated interim financial statements, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments, necessary to present fairly our financial position as of September 30, 2020, our results of operations, comprehensive loss and shareholders’ deficit for the nine month periods ended September 30, 2020 and 2019, and our cash flows for the nine month periods ended September 30, 2020 and 2019. The results of the nine month periods ended September 30, 2020 are not necessarily indicative of the results to be expected for the year ending December 31, 2020 or for any interim period or for any other future year. | Basis of Presentation The Company has prepared the accompanying consolidated financial statements pursuant to generally accepted accounting principles in the United States (“GAAP”). |
Emerging Growth Company | Emerging Growth Company Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) 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 elected not to opt out of such extended transition period, 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 statement with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. | |
Principles of Consolidation | Principles of Consolidation The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. | Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. |
Liquidity | Liquidity Since the date of incorporation, the Company has devoted its efforts to business planning, R&D, recruiting of management and technical staff, acquiring operating assets, and raising capital. The Company has incurred operating losses and negative operating cash flows since inception. The Company has a limited history of operations and its prospects are subject to risks, expenses, and uncertainties frequently encountered by early stage companies. These risks include, but are not limited to, the uncertainty of successfully developing its products, availability of additional financing and the uncertainty of achieving future profitability. | |
Significant Risks and Uncertainties | Significant Risks and Uncertainties The Company is subject to those risks common in the technology industry and also those risks common to early stage companies including, but not limited to, the possibility of not being able to successfully develop or market its products, technological obsolescence, competition, dependence on key personnel and key external alliances, the successful protection of its proprietary technologies, compliance with government regulations, and the possibility of not being able to obtain additional financing when needed. In December 2019, a novel strain of coronavirus (“COVID-19”) COVID-19 | Significant Risks and Uncertainties The Company is subject to those risks common in the technology industry and also those risks common to early stage companies including, but not limited to, the possibility of not being able to successfully develop or market its products, technological obsolescence, competition, dependence on key personnel and key external alliances, the successful protection of its proprietary technologies, compliance with government regulations, and the possibility of not being able to obtain additional financing when needed. In December 2019, a novel strain of coronavirus (COVID-19) COVID-19 |
Concentration of Credit Risk | Concentration of Credit 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 balances in accounts held by major banks and financial institutions located in the United States and considers such risk to be minimal. Such bank deposits from time to time may be exposed to credit risk in excess of the Federal Deposit Insurance Corporation (FDIC) insurance limit. The Company’s accounts receivable is 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 advance payment from customers in certain circumstances. The Company generally does not require collateral. Three customers accounted for 31%, 15%, and 11%, respectively, of the Company’s accounts receivable at December 31, 2019 and three customers accounted for 27%, 23%, and 15%, respectively, of the Company’s accounts receivable at December 31, 2018. No vendor accounted for over 10% of accounts payable as of December 31, 2019 and one vendor accounted for 14% of accounts payable as of December 31, 2018. | |
Use of Estimates | 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 inventory reserves, warranty reserves, valuation allowance for deferred tax assets, valuation of Simple Agreements for Future Equity (the “SAFE”), valuation of warrants, Bridge Notes, promissory note and stock-based compensation including the fair value of the Company’s common stock, useful lives of property and equipment and intangible assets, and other loss contingencies. The Company bases its estimates on historical experience and on assumptions that it believes are reasonable. Due to the inherent uncertainty involved in making assumptions and estimates, changes in circumstances, including those arising from the impacts of the COVID-19 | 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 inventory reserves, warranty reserves, valuation allowance for deferred tax assets, valuation of Simple Agreements for Future Equity (SAFEs), valuation of warrants, Bridge Notes, promissory notes and stock-based compensation including the fair value of the Company’s common stock (the “Common Stock”), useful lives of property and equipment and intangible assets, and other loss contingencies. The Company bases its estimates on historical experience and also on assumptions that it believes are reasonable. Due to the inherent uncertainty involved in making assumptions and estimates, changes in circumstances, including those arising from the impacts of the COVID-19 |
Cash and Cash Equivalents | Cash Equivalents The Company considers all highly liquid investments with original maturity of three months or less to be cash equivalents. Cash equivalents, which include commercial paper and other short-term debt instruments, totaled $27.1 million and $9.6 million as of December 31, 2019 and December 31, 2018, respectively. Restricted cash consists of funds that are contractually restricted as to usage or withdrawal due to legal agreements. The Company determines current or non-current | |
Marketable Securities | Marketable Securities Marketable securities generally consist of debt securities of corporate entities and commercial paper. The objectives for holding short-term investments are to invest the Company’s excess cash resources in investment vehicles that provide a better rate of return compared to an interest-bearing bank account with limited risk to the principal invested. These investments are classified as available-for-sale The Company determines the appropriate classification of these investments at the time of purchase and reevaluates such designation at each balance sheet date. The Company classifies the available-for-sale Realized gains and losses and declines in value determined to be other than temporary are based on the specific identification method and are included as a component of other income (expense), net in the consolidated statements of operations. The Company periodically evaluates its investments in marketable securities for other-than-temporary impairment. When assessing short-term marketable security investments for other-than-temporary declines in value, the Company considers such factors as, among other things, how significant the decline in value is as a percentage of the original cost, how long the market value of the investment has been less than its original cost, the Company’s ability and intent to retain the short-term marketable security investment for a period of time sufficient to allow for any anticipated recovery in fair value and market conditions in general. If any adjustment to fair value reflects a decline in the value of the marketable security that the Company considers to be “other than temporary,” the Company reduces the marketable securities through a charge to the consolidated statement of operations. No such adjustments were necessary during the periods presented. | |
Accounts Receivable | Accounts Receivable Accounts and trade receivables are recorded at the invoiced amount and do not bear interest. The Company reviews the need for an allowance for doubtful accounts quarterly based on historical experience with each | |
Inventories | Inventories Inventories consists of raw materials and supplies, work in process, and finished goods. Inventories are stated at the lower of cost or net realizable value. Costs are computed under the standard cost method, which approximates actual costs determined on a first-in, first-out | |
Property and Equipment | Property and Equipment Property and equipment are stated at cost, net of accumulated depreciation and amortization. Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the respective assets. Assets are held as construction in progress until placed into service, upon which date, the Company begins to depreciate the assets over their estimated useful lives. The estimated useful lives of the Company’s assets are as follows: Estimated useful lives Computer hardware and software 3 years Demonstration units and fleet 2-5 Machinery and equipment 7years Furnitures and fixtures 7years Vehicles 5years Leasehold improvements Lesser of lease term or 10 years Expenditures for maintenance and repairs are charged to expense as incurred. When an asset is sold or otherwise disposed of, the cost and associated accumulated depreciation are removed from the accounts and the resulting gain or loss is recognized in the statement of income. | |
Leases | Leases An arrangement is or contains a lease if there are specified assets and the right to control the use of a specified asset is conveyed for a period in exchange for consideration. Upon lease inception, the Company classifies leases as either operating or capital leases. Leases are classified as capital leases when the terms of the lease transfers substantially all of the risks and rewards of ownership to the lessee. All other leases are classified as operating leases. Operating leases are not recognized on the consolidated balance sheet. For capital leases, the Company recognizes capital lease assets and corresponding lease liabilities within the consolidated balance sheet at lease commencement. For income statement purposes, the Company recognizes rent expense on a straight-line basis for operating leases. For capital leases, the Company recognizes interest expense associated with the capital lease liability and depreciation expense associated with the capital lease asset. For capital lease assets and leasehold improvements, the estimated useful lives are limited to the shorter of the useful life of the asset or the term of the lease. | |
Goodwill | Goodwill Goodwill represents the difference between the purchase price and the fair value of assets and liabilities acquired in a business combination. Goodwill is not amortized as the Company reviews goodwill for impairment annually on the last day of its fourth quarter and also if events or changes in circumstances indicate the occurrence of a triggering event. The Company reviews goodwill for impairment by initially considering qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill, as a basis for determining whether it is necessary to perform a quantitative analysis. If it is determined that it is more likely than not that the fair value of reporting unit is less than its carrying amount, a quantitative analysis is performed to identify goodwill impairment. The carrying amount of Goodwill as at December 31, 2019 and December 31, 2018 was $701,000. The carrying amount of Goodwill was $687,000 i | |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Long-lived assets, such as property and equipment and other long-term assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying amount. If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent the carrying amount of the underlying asset exceeds its fair value. No impairment loss was recognized for the years ended December 31, 2019 and December 31, 2018. | |
Simple Agreements for Future Equity ("SAFE") Liability | Simple Agreements for Future Equity (“SAFE”) Liability The Company evaluates whether SAFE instruments are in the scope of ASC 480, Distinguishing Liabilities from Equity, which requires an entity to classify an instrument as a liability. The Company classifies SAFE instruments as liabilities as they are redeemable upon a change of control event which is not within the control of the Company. SAFEs are recorded at fair value, and subject to remeasurement through earnings at each balance sheet date until the date of their respective settlement. | |
Convertible Preferred Stock | Convertible Preferred Stock Series A Convertible Preferred Stock is classified in mezzanine equity as it contains terms that could force the Company to redeem the shares for cash or other assets upon the occurrence of an event not solely within the Company’s control. When it is probable that a redeemed preferred share will become redeemable, adjustments are recorded to adjust the carrying values. No adjustments have been recorded in 2019 or 2018. | |
Derivatives | Derivatives The Company accounts for derivative instruments in accordance with ASC 815 – Derivatives and Hedging (“ASC 815”), which requires additional disclosures about the Company’s objectives and strategies for using derivative instruments, how the derivative instruments and related hedged items are accounted for, and how the derivative instruments and related hedging items affect the financial statements. The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risk. Terms of convertible debt instruments are reviewed to determine whether or not they contain embedded derivative instruments that are required under ASC 815 to be accounted for separately from the host contract and recorded on the consolidated balance sheets at fair value. Freestanding warrants issued by the Company in connection with the issuance of debt instruments are considered to be derivative instruments and are evaluated and accounted for in accordance with ASC 815. An evaluation of specifically identified conditions is made to determine whether the fair value of warrants issued is required to be classified as equity or as a derivative liability. The fair value of derivative liabilities, if any, is required to be revalued at each reporting date, with corresponding changes in fair value recorded in current period operating results. | |
Treasury stock | Treasury stock The Company accounts for treasury stock of common shares under the cost method and include treasury stock as a component of stockholders’ equity. | |
Revenue Recognition | Revenue Recognition In 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, management assessed the impact of the financial information in 2018 and determined that the financial results for the year ended December 31, 2018 would not have been impacted materially under application of ASC 606. For this reason, the discussion that follows describes the Company’s revenue recognition policies both before and after the adoption of ASC 606. Revenue recognition—Prior to the adoption of ASC 606 on January 1, 2019 Prior to January 1, 2019, the Company recognized revenue from sales of its products provided that (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred based on shipping terms, (iii) the price is fixed or determinable, and (iv) collectability is reasonably assured. Delivery occurred upon transfer of title and all risks and rewards of ownership to the customer, based on contract shipping terms. In some circumstances, substantive acceptance by the customer may exist, which results in the deferral of revenue until the customer formally accepts the product. Judgment may be required in determining if the acceptance is substantive. The Company also designs, tests and provides consulting services for custom application specific integrated circuits. For arrangements involving fixed price contracts which qualify as construction type and production type contracts, the Company recognizes revenue based on the percentage of completion accounting method using contract cost incurred to date compared to total estimated contract cost. For arrangements involving time & material contract, revenue is recognized based on time incurred provided collectability is probable. Sales taxes collected from customers and remitted to governmental authorities were accounted for on a net basis and therefore, were excluded from net sales. Shipping and handling costs billed to customers were recognized in revenue. Shipping and handling costs paid by the Company were included in cost of sales. Revenue from sales of products to resellers and distributors occurred upon delivery of products to the resellers and distributors assuming all other revenue recognition criteria were met. Revenue recognition—After the adoption of ASC 606 on January 1, 2019 Under ASC 606, The Company determines revenue recognition through the following steps: • Identifying the contract, or contracts, with the customer; • Identifying the performance obligations in the contract; • Determining the transaction price; • Allocating the transaction price to performance obligations in the contract; and • Recognizing revenue when, or as, the Company satisfies performance obligations by transferring the promised good or services. Nature of Products and Services and Revenue Recognition The majority of the Company’s revenue comes from product sales of lidar sensors to direct customers and distributors. Revenue is recognized at a point in time when control of the goods is transferred to the customer, generally occurring upon shipment or delivery dependent upon the terms of the underlying contract. Product sales to certain customers may require customer acceptance due to performance acceptance criteria that is considered more than a formality. For these product sales, revenue is recognized upon the expiration of the customer acceptance period. For custom products that require engineering and development based on customer requirements, the Company recognizes revenue over time using an input method based on contract cost incurred to date compared to total estimated contract cost (cost-to-cost). For service projects, the Company generally contracts with customers based on hourly rates. Revenue is recognized as services are performed and amounts are earned in accordance with the terms of a contract at estimated collectible amounts. Expenses associated with performance of work may be reimbursed with a markup depending on contractual terms and are included in revenues. Reimbursements include billings for travel and other out-of-pocket Arrangements with Multiple Performance Obligations When a contract involves multiple performance obligations, the Company accounts for individual products and services separately if the customer can benefit from the product or service on its own or with other resources that are readily available to the customer and the product or service is separately identifiable from other promises in the arrangement. The consideration is allocated between separate performance obligations in proportion to their estimated standalone selling price. The transactions to which the Company had to estimate standalone selling prices and allocate the arrangement consideration to multiple performance obligations were immaterial. The Company provides standard product warranties for a term of typically one year to ensure that its products comply with agreed-upon specifications. Standard warranties are considered to be assurance type warranties and are not accounted for as separate performance obligations. Please see Product Warranty for accounting policy on standard warranties. Other Policies, Judgments and Practical Expedients Contract balances. Remaining performance obligations. Significant financing component. payment and satisfaction of performance obligations for the vast majority of the Company’s contracts is one year or less; therefore, the Company applies a practical expedient and does not consider the effects of the time value of money. The Company’s contracts with customer prepayment terms do not include a significant financing component because the primary purpose is not to receive financing from the customers. Contract modifications catch-up Judgments and estimates. cost-to-cost catch-up catch-up | |
Research and Development | Research and Development R&D expenses consist primarily of personnel-related expenses, consulting and contractor expenses, tooling and prototype materials to the extent no future benefit is expected and allocated overhead costs. Substantially all of the Company’s R&D expenses are related to developing new products and services and improving existing products and services. To date, R&D expenses have been expensed as incurred and included in the consolidated statements of operations. From time to time, the Company utilizes space or supporting resources normally associated with manufacturing operations to support development of new product models. The Company tracks these utilizations and classifies these costs as R&D costs. | |
Stock-based Compensation | Stock-based Compensation Employees The Company measures the cost of share-based awards granted to employees and directors based on the grant-date fair value of the awards. The grant-date fair value of the stock options is calculated using a Black-Scholes | |
Non-Employees | Non-Employees On January 1, 2019, the Company adopted Accounting Standards Update (ASU) 2018-07, Compensation—Stock Compensation (ASC 718): Improvements to Nonemployee Share-Based Payment Accounting 2018-07, non-employees non-employees tranche-by-tranche 2018-07, non-employee non-employee 2018-07 2018-07 non-employee non-employee 2018-07. 2018-07. On January 1, 2019 the Company adopted ASU 2019-08, Compensation—Stock Compensation (ASC 718) and Revenue from Contracts with Customers (ASC 606). 2018-07, 2019-08. | |
Foreign Currency | Foreign Currency The U.S. dollar is the functional currency of the Company’s consolidated entities operating in the U.S. and certain of its subsidiaries operating outside of the U.S. For transactions entered into a currency other than its functional currency, the monetary assets and liabilities are re-measured non-monetary re-measured re-measured re-measurement Gains and losses resulting from foreign exchange transactions and revaluation of monetary assets and liabilities in non-functional | |
Product Warranties | Product Warranties The Company typically provides a one-year | Product Warranties The Company typically provides a one-year |
Debt | Debt The Company accounts for promissory notes payable using an amortized cost model pursuant to ASC 835. Debt issuance costs are amortized using the effective interest method over the contractual term of the note into interest expense. Debt discounts are presented on the consolidated balance sheets as a direct deduction from the carrying amount off that related debt. Debt modifications are evaluated using the guidance in Accounting Standard Codification (“ASC”) 470-50-40 | |
Cost of Sales | Cost of Sales We include all manufacturing and sourcing costs incurred prior to the receipt of finished goods at our distribution facility in cost of sales. The cost of sales principally includes direct costs, product costs, purchasing costs, allocation of overhead associated with manufacturing operations, inbound freight charges, insurance, inventory write-downs, warranty cost and depreciation and amortization expense associated with our manufacturing and sourcing operations. Cost of sales also includes the direct cost and appropriate allocation of overheads involved in execution of service contract. | |
Income Taxes | Income Taxes Income taxes are accounted under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the financial statement and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. The Company recognizes deferred tax assets to the extent that these assets are more likely than not to be realized. In making such a determination, all available positive and negative evidence are considered, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning The Company records uncertain tax positions in accordance with ASC 740 on the basis of a two-step more-likely-than-not The Company recognizes interest and penalties related to unrecognized tax benefits on the income tax expense line in the accompanying consolidated statement of operations. Accrued interest and penalties are included on the related tax liability line in the consolidated balance sheet. | |
Commitments and Contingencies | Commitments and Contingencies Liabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount within a range of loss can be reasonably estimated. When no amount within the range is a better estimate than any other amount, the Company accrues for the minimum amount within the range. Legal costs incurred in connection with loss contingencies are expensed as incurred. | |
Revenue from sales-type leases | Revenue from sales-type leases A portion of the Company’s sales are made through multi-year lease agreements with customers. When these arrangements are considered sales-type leases, upon delivery of leased products to customers, the Company recognizes revenue for such products in an amount equal to the net present value of the minimum lease payments. Unearned income is recognized as part of product revenue and is immaterial for the nine months ended September 30, 2020. | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) ASU 2016-02, ASU 2016-02 right-of-use payments. The right-of-use 2016-02 2016-02 In June 2016, the FASB issued ASU 2016-13, 2016-13 In December 2019, the FASB issued ASU 2019-12, 2019-12 In August 2020, the FASB issued ASU 2020-06, Debt (ASC 470-20) 2020-06 2020-06 | Recent Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (FASB) issued ASU 2016-02, 2016-02 right-of-use right-of-use 2016-02 2016-02 In June 2016, the FASB issued ASU 2016-13, on the measurement and recognition of expected credit losses for financial assets held. ASU 2016-13 In December 2019, the FASB issued ASU 2019-12, 2019-12 |
Recently Adopted Accounting Guidance | Recently Adopted Accounting Guidance In 2014, the FASB issued ASU 2014-09, In November 2016, the FASB issued ASU 2016-18, beginning-of-period end-of-period In January 2017, the FASB issued ASU 2017-04, tax-deductible | Recently Adopted Accounting Guidance In November 2016, ASU 2016-18 beginning-of-period end-of-period In January 2017, the FASB issued ASU 2017-04, tax-deductible |
Gores Metropoulos, Inc. | ||
Basis of Presentation | Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (“SEC”), and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the financial position as of September 30, 2020 and the results of operations and cash flows for the periods presented. Operating results for the nine months ended September 30, 2020 are not necessarily indicative of results that may be expected for the full year or any other period. The accompanying unaudited consolidated financial statements should be read in conjunction with the Company’s audited financial statements included in the Company’s Annual Report on Form 10-K | Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (“SEC”), and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the financial position as of December 31, 2019 and 2018 and the results of operations and cash flows for the periods presented. |
Principles of Consolidation | Principles of Consolidation The accompanying unaudited consolidated financial statements include the accounts of the Company and the accounts of the Company’s wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated upon consolidation. | |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution as well as the Trust Account, which at times, may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts. | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution as well as the Trust Account, which at times, may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s 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 financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. | Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s 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 financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. The Company continually monitors its positions with and the credit quality of the financial institutions with which it invests. Periodically, the Company may maintain balances in various operating accounts in excess of federally insured limits. The Company’s amended and restated certificate of incorporation provides that, other than the withdrawal of interest to pay taxes, if any, none of the funds held in trust will be released until the earlier of: (i) the completion of the Business Combination; (ii) the redemption of any public shares of common stock properly | Cash and Cash Equivalents The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. The Company continually monitors its positions with and the credit quality of the financial institutions with which it invests. Periodically, the Company may maintain balances in various operating accounts in excess of federally insured limits. |
Net Income/(Loss) Per Common Share | Net Income/(Loss) Per Common Share The Company has two classes of shares, which are referred to as Class A and Class F common stock, par value $0.0001 per share (the “Founder Shares”). Net income/(loss) per common share is computed utilizing the two-class two-class income/(loss) per common share for the period. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income/(loss) per share for each class of common stock: For the For the For the For the Class A Class F Class A Class F Class A Class F Class A Class F Basic and diluted net income/(loss) per share: Numerator: Allocation of net income/(loss) $ (3,215,855 ) $ (810,560 ) $ 1,627,320 $ (120,503 ) $ (2,433,543 ) $ (944,914 ) $ 4,654,530 $ (392,887 ) Denominator: Weighted-average shares outstanding 40,000,000 10,000,000 40,000,000 10,000,000 40,000,000 10,000,000 34,872,000 10,217,500 Basic and diluted net income/(loss) per share $ (0.08 ) $ (0.08 ) $ 0.04 $ (0.01 ) $ (0.06 ) $ (0.09 ) $ 0.13 $ (0.04 ) | Net Income/(Loss) Per Common Share The Company has two classes of shares, which are referred to as Class A common stock (the “Common Stock”) and Class F common stock (the “Founder Shares”). Net income/(loss) per common share is computed utilizing the two-class two-class Year Ended December 31, 2019 For the Period from Class A Class F Class A Class F Basic and diluted net income/(loss) per share: Numerator: Allocation of net income/(loss) $ 5,938,019 $ (492,843 ) $ — $ (21,985 ) Denominator: Weighted-average shares outstanding 36,164,000 10,162,656 — 10,781,250 Basic and diluted net income/(loss) per share $ 0.16 $ (0.05 ) $ — $ (0.00 ) |
Financial Instruments | Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “ Fair Value Measurements and Disclosures | Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 820, “ Fair Value Measurements and Disclosures |
Offering Costs | Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 | Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 Expenses of Offering |
Redeemable Common Stock | Redeemable Common Stock As discussed in Note 3, all of the 40,000,000 shares of Class A Stock sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with ASC 480, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Although the Company did not specify a maximum redemption threshold, its amended and restated certificate of incorporation provides that currently, the Company will not redeem its public shares in an amount that would cause its net tangible assets (stockholders’ equity) to be less than $5,000,001. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital. | Redeemable Common Stock As discussed in Note 3, all of the 40,000,000 shares of Common Stock sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with ASC 480, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Although the Company did not specify a maximum redemption threshold, its amended and restated certificate of incorporation provides that currently, the Company will not redeem its Public Shares in an amount that would cause its net tangible assets (stockholders’ equity) to be less than $5,000,001. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital. Accordingly, as of December 31, 2019, 38,713,476 of the 40,000,000 Public Shares are classified outside of permanent equity at their redemption value. |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “ Income Taxes The Company accounts for uncertainty in income taxes by recognizing the tax benefit from an uncertain tax position only if it is more than likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The Company measures the tax benefits recognized in the financial statements from such a position based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate resolution. The application of income tax law is inherently complex. Laws and regulations in this area are voluminous and are often ambiguous. As such, the Company is required to make many subjective assumptions and judgments regarding income tax exposures. Interpretations of and guidance surrounding income tax law and regulations change over time and may result in changes to the Company’s subjective assumptions and judgments, which can materially affect amounts recognized in the balance sheets and statements of operations. The Company recognizes interest and penalties related to uncertain tax positions in other income (expense). No penalties or interest were recorded during the periods ended September 30, 2020 or December 31, 2019. The Company may be subject to potential examination by U.S. federal, states or foreign jurisdiction authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income amounts in various tax jurisdictions and compliance with U.S. federal, states or foreign tax laws. The Company is incorporated in the State of Delaware and is required to pay franchise taxes to the State of Delaware on an annual basis. | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “ Income Taxes. taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The Company accounts for uncertainty in income taxes by recognizing the tax benefit from an uncertain tax position only if it is more than likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The Company measures the tax benefits recognized in the financial statements from such a position based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate resolution. The application of income tax law is inherently complex. Laws and regulations in this area are voluminous and are often ambiguous. As such, the Company is required to make many subjective assumptions and judgments regarding income tax exposures. Interpretations of and guidance surrounding income tax law and regulations change over time and may result in changes to the Company’s subjective assumptions and judgments, which can materially affect amounts recognized in the balance sheets and statements of operations. The Company recognizes interest and penalties related to uncertain tax positions in other income (expense). No penalties or interest were recorded during the years ended December 31, 2019 or 2018. The Company may be subject to potential examination by U.S. federal, states or foreign jurisdiction authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income amounts various tax jurisdictions and compliance with U.S. federal, states or foreign tax laws. The Company is incorporated in the State of Delaware and is required to pay franchise taxes to the State of Delaware on an annual basis. |
Investments and Cash Held in Trust Account | Investments and Cash Held in Trust Account At September 30, 2020, the Company had $405,725,195 in the Trust Account which may be utilized for a Business Combination. At September 30, 2020, the Trust Account consisted of money markets funds. The Company’s amended and restated certificate of incorporation provides that, other than the withdrawal of interest to pay taxes, if any, none of the funds held in trust will be released until the earlier of: (i) the completion of the Business Combination; (ii) the redemption of any public shares of common stock properly tendered in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of such public shares of common stock if the Company does not complete the Business Combination within 24 months from the IPO Closing Date; or (iii) the redemption of 100% of the public shares of common stock if the Company is unable to complete a Business Combination within 24 months from the IPO Closing Date, subject to the requirements of law and stock exchange rules. | Investments and Cash Held in Trust Account As of December 31, 2019, the Company had $406,434,959 in the Trust Account which may be utilized for Business Combinations. As of December 31, 2019, the Trust Account consisted of both cash and treasury bills. The Company’s amended and restated certificate of incorporation provides that, other than the withdrawal of interest to pay taxes, if any, none of the funds held in trust will be released until the earlier of: (i) the completion of the Business Combination; (ii) the redemption of any public shares of common stock properly tendered in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of such public shares of common stock if the Company does not complete the Business Combination within 24 months from the IPO Closing Date; or (iii) the redemption of 100% of the public shares of common stock if the Company is unable to complete a Business Combination within 24 months from the IPO Closing Date, subject to the requirements of law and stock exchange rules. |
Recently issued accounting pronouncements not yet adopted | Recently issued accounting pronouncements not yet adopted Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements based on current operations of the Company. The impact of any recently issued accounting standards will be re-evaluated | Recently issued accounting pronouncements not yet adopted Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements based on current operations of the Company. The impact of any recently issued accounting standards will be re-evaluated |
Going Concern Consideration | Going Concern Consideration If the Company does not complete its Business Combination by February 5, 2021, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten per-share In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the initial public offering price per unit in the Public Offering. In addition, if the Company fails to complete its Business Combination by February 5, 2021, there will be no redemption rights or liquidating distributions with respect to the warrants, which will expire worthless. In addition, at September 30, 2020 and December 31, 2019, the Company had current liabilities of $3,098,900 and $1,355,865, respectively, and working capital of ($2,520,566) and $145,774, respectively, largely due to amounts owed to professionals, consultants, advisors and others who worked on seeking a Business Combination or are working on the Proposed Business Combination, as the case may be, as described in Note 1 under “ Proposed Luminar Technologies, Inc. Business Combination. | Going Concern Consideration If the Company does not complete its Business Combination by February 5, 2021, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten per-share In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the initial public offering price per unit (the “Units”) in the Public Offering. In addition if the Company fails to complete its Business Combination by February 5, 2021, there will be no redemption rights or liquidating distributions with respect to the warrants, which will expire worthless. In addition, as of December 31, 2019 and 2018, the Company had current liabilities of $1,355,865 and $486,849, respectively, and working capital of $145,774 and $3,015, respectively, largely due to amounts owed to professionals, consultants, advisors and others who are working on seeking a Business Combination as described in Note 1. Such work is continuing after December 31, 2019 and amounts are continuing to accrue. |
Description of Business and S_3
Description of Business and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Property plant equipment useful lives | The estimated useful lives of the Company’s assets are as follows: Estimated useful lives Computer hardware and software 3 years Demonstration units and fleet 2-5 Machinery and equipment 7years Furnitures and fixtures 7years Vehicles 5years Leasehold improvements Lesser of lease term or 10 years |
Significant Accounting Policies
Significant Accounting Policies (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Reconciliation of Numerator and Denominator Used to Compute Basic and Diluted Net Income/(loss) Per Share | The following table sets forth the computation of basic and diluted loss for the nine months (in thousands, except for share and per share amounts): Nine Months ended 2020 2019 Numerator: Net loss $ (72,227 ) $ (76,774 ) Deemed dividend attributable to BCF (6,247 ) (5,282 ) Net loss attributable to common shareholders $ (78,474 ) $ (82,056 ) Denominator: Weighted average Common shares outstanding- Basic 9,510,996 8,676,669 Dilutive effect of potential common shares — — Weighted average Common shares outstanding- Diluted 9,510,996 8,676,669 Net loss per shares attributable to Common shareholders-Basic and Diluted $ (8.25 ) $ (9.46 ) | The following table sets forth the computation of basic and diluted loss (in thousands, except for share and per share amounts): As of December 31, 2019 2018 Numerator: Net loss $ (94,718 ) $ (79,550 ) Deemed dividend attributable to BCF accretion (5,282 ) — Net loss attributable to common shareholders (100,000 ) (79,550 ) Denominator: Weighted average Common shares outstanding- Basic 8,718,104 6,631,873 Dilutive effect of potential common shares — — Weighted average Common shares outstanding- Diluted 8,718,104 6,631,873 Net loss per shares attributable to Common shareholders- Basic and Diluted $ (11.47 ) $ (12.00 ) |
Gores Metropoulos, Inc. | ||
Reconciliation of Numerator and Denominator Used to Compute Basic and Diluted Net Income/(loss) Per Share | The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income/(loss) per share for each class of common stock: For the For the For the For the Class A Class F Class A Class F Class A Class F Class A Class F Basic and diluted net income/(loss) per share: Numerator: Allocation of net income/(loss) $ (3,215,855 ) $ (810,560 ) $ 1,627,320 $ (120,503 ) $ (2,433,543 ) $ (944,914 ) $ 4,654,530 $ (392,887 ) Denominator: Weighted-average shares outstanding 40,000,000 10,000,000 40,000,000 10,000,000 40,000,000 10,000,000 34,872,000 10,217,500 Basic and diluted net income/(loss) per share $ (0.08 ) $ (0.08 ) $ 0.04 $ (0.01 ) $ (0.06 ) $ (0.09 ) $ 0.13 $ (0.04 ) | The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income/(loss) per share for each class of common stock: Year Ended December 31, 2019 For the Period from Class A Class F Class A Class F Basic and diluted net income/(loss) per share: Numerator: Allocation of net income/(loss) $ 5,938,019 $ (492,843 ) $ — $ (21,985 ) Denominator: Weighted-average shares outstanding 36,164,000 10,162,656 — 10,781,250 Basic and diluted net income/(loss) per share $ 0.16 $ (0.05 ) $ — $ (0.00 ) |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | ||
Summary of total revenue | Total revenue based on the disaggregation criteria described above were as follows (in thousands): Nine months ended September 30, 2020 2019 Revenue % of Revenue % of Revenue by primary geographical market: North America $ 3,198 28 % $ 5,606 82 % Asia Pacific 720 6 % 433 6 % Europe, Middle East, and Asia 7,601 66 % 764 12 % Total $ 11,519 100 % $ 6,803 100 % Revenue by timing of recognition: Revenue recognized at a point in time $ 2,076 18 % $ 4,373 64 % Revenue recognized over time 9,443 82 % 2,430 36 % Total $ 11,519 100 % $ 6,803 100 % Revenue by segment Autonomy Solutions $ 9,587 83 % $ 4,373 64 % Other Component Sales 1,932 17 % 2,430 36 % Total $ 11,519 100 % $ 6,803 100 % | Total revenue based on the disaggregation criteria described above are as follows (in thousands): Year Ended December 31, 2019 2018 Revenue % of Revenue Revenue % of Revenue Revenue by primary geographical market: North America $ 10,453 83 % $ 9,408 80 % Asia Pacific 469 4 % 140 1 % Europe, Middle East, and Asia 1,680 13 % 2,144 19 % Total 12,602 100 % 11,692 100 % Revenue by timing of recognition: Recognized at a point in time 9,666 77 % 7,236 62 % Recognized over time 2,936 23 % 4,456 38 % Total 12,602 100 % 11,692 100 % Revenue by segment: Autonomy Solutions 9,666 77 % 7,236 62 % Other component sales 2,936 23 % 4,456 38 % Total 12,602 100 % 11,692 100 % |
Summary of opening and closing balances of contract liabilities | The opening and closing balances of our contract liabilities were as follows (in thousands): As of September 30, 2020 December 31, 2019 Contract liabilities, current $ 956 $ 225 Contract liabilities, non-current — — Total contract liabilities $ 956 $ 225 | Contract liabilities consisted of the following as of December 31, 2019 (in thousands): As of December 31, 2019 Contract liabilities, current $ 225 Contract liabilities, long-term — Total $ 225 |
Summary of significant changes in contract liabilities | The significant changes in contract liabilities balances consisted of the following (in thousands): As of September 30, 2020 2019 Beginning balance $ 225 $ — Revenue recognized that was included in the contract liabilities beginning balance (225 ) — Increase due to cash received and not recognized as revenue and billings in excess of revenue recognized during the period 956 2,596 Ending balance $ 956 $ 2,596 | The following table shows the significant changes in contract liabilities balances as of December 31, 2019 (in thousands): Year Ended December 31, 2019 2018 Beginning balance $ $ 1,250 Impact of ASC 606 adoption — — Revenue recognized that was included in the contract liabilities beginning balance (1,250 ) Increase due to cash received and not recognized as revenue and billings in excess of revenue recognized during the period 225 — Customer deposits reclassified to refund liabilities — — Ending balance $ 225 $ — |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Inventory Disclosure [Abstract] | ||
Summary of inventories net of write downs | Inventory, net of write-downs, consisted of the following (in thousands): As of September 30, 2020 December 31, 2019 Raw materials $ 95 $ 1,998 Work-in-process 331 1,376 Finished goods 2,495 628 Total inventory, net of allowance $ 2,921 $ 4,002 | Inventory, net of write-downs, consists of the following (in thousands): As of December 31, 2019 2018 Raw materials $ 1,998 $ 1,800 Work-in-process 1,376 905 Finished goods 628 221 Total inventory $ 4,002 $ 2,926 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and equipment | Property and equipment consist of the following (in thousands): As of December 31, 2019 2018 Computer hardware and software $ 2,904 $ 1,522 Demonstration fleet and demonstration units 1,603 939 Machinery and equipment 4,830 4,953 Furnitures and fixtures 325 317 Vehicles 902 872 Leasehold improvements 821 788 Capital lease assets 579 119 Construction in progress 465 1,166 Total property and equipment 12,429 10,676 Less: accumulated depreciation and amortization 4,562 2,240 Total property and equipment, net $ 7,867 $ 8,436 |
Other Assets (Tables)
Other Assets (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of other current assets | Other current assets as of December 31, 2019 and 2018 were as follows (in thousands): As of December 31, 2019 2018 Prepaid expenses $ 817 $ 1,092 Advance payments to vendors 666 — Prepaid rent and other 12 210 Other receivables 329 701 Total other current assets $ 1,824 $ 2,003 |
Schedule of other assets, noncurrent | Other noncurrent assets as of December 31, 2019 and 2018 were as follows (in thousands): As of December 31, 2019 2018 Security deposits $ 1,793 $ 1,756 Other long-term assets 36 71 Total other assets $ 1,829 $ 1,827 |
Accrued and Other Liabilities (
Accrued and Other Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Payables and Accruals [Abstract] | |
Summary of accrued and other current liabilities | Accrued and other current liabilities as of December 31, 2019 and 2018 were as follows (in thousands): As of December 31, 2019 2018 Accrued expenses $ 2,049 $ 2,853 Warranty liabilities 267 145 Contract liabilities 225 — Payroll payable 473 818 Accrued bonuses 350 — Short-term lease liabilities and other 162 83 Total accrued and other current liabilities $ 3,526 $ 3,899 |
Summary of other long-term liabilities | Other long-term liabilities as of December 31, 2019 and 2018 were as follows (in thousands): As of December 31, 2019 2018 Deferred rent 1,106 1,193 Long-term lease liabilities 295 111 Total accrued and other long-term liabilities $ 1,401 $ 1,304 |
Simple Agreements for Future _2
Simple Agreements for Future Equity (SAFE) (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Disclosure of Simple Agreements for Future Equity [Abstract] | |
Summary of Simple agreements for future equity | The following table summarizes the total invested amounts of SAFEs issued and outstanding for the years ended December 31, 2019 and December 31, 2018 (in thousands) Year Ended December 31, 2019 2018 Principal amount, inclusive of accrued interest and changes in fair value, if any — $ 122,588 Losses reported from changes in fair value in the statement of operations $ (24,215 ) $ (12,345 ) |
Goodwill (Tables)
Goodwill (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of carrying amount of goodwill | The carrying amount of goodwill allocated to the Company’s reportable segments was as follows (in thousands): Autonomy Other Total Balance as of December 31, 2019 $ 687 $ 14 $ 701 Balance as of September 30, 2020 $ 687 $ 14 $ 701 |
Debt (Tables)
Debt (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Debt Instrument [Line Items] | ||
summarizes the outstanding balances recorded for the Notes | The following table summarizes the outstanding balances recorded for the Notes as of September 30, 2020 and December 31, 2019 (in thousands): As of September 30, 2020 December 31, 2019 2017 Notes Principal Outstanding $ — $ 5,304 Unamortized discount (2017 Notes) — (56 ) 2018 Notes — 2,707 Unamortized discount (2018 Notes) — (81 ) New Notes 30,000 — Unamortized discount (New Notes) (1,329 ) — Net carrying amount 28,671 7,874 Less: current portion 1,897 6,459 Non-current $ 26,774 $ 1,415 | The following table summarizes the outstanding balances recorded for the Notes as of December 31, 2019 and December 31, 2018 (in thousands): As of December 31, 2019 2018 2017 Notes Principal Outstanding $ 5,304 $ 11,648 Unamortized discount (2017 Notes) (56 ) (307 ) 2018 Notes 2,707 3,000 Unamortized discount (2018 Notes) (81 ) (151 ) Net carrying amount 7,874 14,190 Less: current portion 6,459 6,320 Non-current $ 1,415 $ 7,870 |
Summarizes the outstanding balances recorded for other long-term debt | The following table summarizes the outstanding balances recorded for other long-term debt as of September 30, 2020 and December 31, 2019 (in thousands): As of September 30, 2020 December 31, 2019 Vehicle Loan $ 35 $ 45 Additional Equipment Loan 121 146 Total 156 191 Less: current portion 52 51 Non-current $ 104 $ 140 | The following table summarizes the outstanding balances recorded for other long-term debt as of December 31, 2019 and December 31, 2018 (in thousands): As of December 31, 2019 2018 Revolving credit facility $ — $ 500 Vehicle loan 45 60 Additional Equipment Loan 146 179 Total 191 739 Less: current portion 51 549 Non-current $ 140 $ 190 |
Summary of maturities of long-tem debt | Following is the principal maturity schedule for long-term debt outstanding as of December 31, 2019 (in thousands): As of 2020 $ 7,912 2021 1,489 2022 54 2023 37 2024 — Total 9,492 Less unamortized debt cost 146 Long-term debt $ 9,346 | |
Equipment and Loan Agreement [Member] | ||
Debt Instrument [Line Items] | ||
summarizes the outstanding balances recorded for the Notes | The following table summarizes the outstanding balances recorded for the Notes as of December 31, 2019 (in thousands): As of Notes Principal outstanding $ 1,290 Unamortized discount (9 ) Net carrying amount 1,281 Less: current portion 1,281 Non-current $ — | The following table summarizes the outstanding balances recorded for the Notes as of December 31, 2019 and December 31, 2018 (in thousands): As of December 31, 2019 2018 Notes Principal Outstanding $ 1,290 $ 4,023 Unamortized discount (9 ) (66 ) Net carrying amount 1,281 3,957 Less: current portion 1,281 2,716 Non-current $ — $ 1,241 |
Warrants (Tables)
Warrants (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Warrants and Rights Note Disclosure [Abstract] | ||
Schedule Of Stockholders Equity Note Warrants Or Rights | The Company determined the following fair values for the outstanding Warrants: As of September 30, December 31, 2017 Warrant $ 7,413 $ 1,035 2018 Warrant 853 87 2020 Warrants 7,146 — Total $ 15,412 $ 1,122 | The Company determined the following fair values for the outstanding Warrants: As of December 31, 2019 2018 2017 Warrant $ 1,035 $ 808 2018 Warrant 87 58 Total $ 1,122 $ 866 |
Convertible Preferred Stock (Ta
Convertible Preferred Stock (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Temporary Equity Disclosure [Abstract] | ||
Summary of original issue price and liquidation value of convertible preferred stock | The original issue price and the liquidation value, as of September 30, 2020 and December 31, 2019, of each class of Preferred Stock is as follows: As of September 30, 2020 As of December 31, 2019 Shares Shares Per share Shares Shares Per share Preference Series A 2,228,361 1,660,839 $ 43.30 2,228,361 1,660,839 $ 43.30 Series A-1 163,306 163,306 15.31 163,306 163,306 15.31 Series A-2 1,322,780 1,322,780 15.12 1,322,780 1,322,780 15.12 Series A-3 223,548 223,548 17.89 223,548 223,548 17.89 Series A-4 49,827 49,827 20.07 49,827 49,827 20.07 Series A-5 137,715 124,068 20.15 137,715 124,068 20.15 Series A-6 247,420 247,420 30.31 247,420 247,420 30.31 Series A-7 1,459,656 1,459,656 34.64 1,459,656 1,459,656 34.64 Series A-8 385,777 385,777 36.81 385,777 385,777 36.81 Series A-9 748,674 748,674 38.97 748,674 748,674 38.97 Series A-10 252,801 252,801 41.14 252,801 252,801 41.14 Series A-11 317,404 317,404 5.27 317,404 317,404 5.27 Series X 1,472,905 1,251,971 135.79 — — — | The original issue price and the liquidation value, as of December 31, 2019, of each class of Preferred Stock is as follows: Shares Shares Per Share Series A 2,228,361 1,660,839 $ 43.30 Series A-1 163,306 163,306 15.31 Series A-2 1,322,780 1,322,780 15.12 Series A-3 223,548 223,548 17.89 Series A-4 49,827 49,827 20.07 Series A-5 137,715 124,068 20.15 Series A-6 247,420 247,420 30.31 Series A-7 1,459,656 1,459,656 34.64 Series A-8 385,777 385,777 36.81 Series A-9 748,674 748,674 38.97 Series A-10 252,801 252,801 41.14 Series A-11 317,404 317,404 $ 5.27 7,537,269 6,956,100 |
Summary of conversion prices of each series of preferred stock | The applicable conversion prices of each series of preferred stock as of September 30, 2020 and December 31, 2019 are as follows: Effective Series A $ 43.30 Series A-1 15.31 Series A-2 15.12 Series A-3 17.89 Series A-4 20.07 Series A-5 20.15 Series A-6 30.31 Series A-7 34.64 Series A-8 36.81 Series A-9 38.97 Series A-10 41.14 Series A-11 24.30 Series X 135.79 | The applicable conversion prices of each series of Preferred Stock as of December 31, 2019 are as follows: Effective Series A $ 43.30 Series A-1 15.31 Series A-2 15.12 Series A-3 17.89 Series A-4 20.07 Series A-5 20.15 Series A-6 30.31 Series A-7 34.64 Series A-8 36.81 Series A-9 38.97 Series A-10 41.14 Series A-11 24.30 |
Summary of Benefitial conversion Feature And Commitment Date of Preferred Stock | The following table summarizes the calculation of the BCF as of the commitment dates of the preferred stock, which continues to be presented in additional paid in capital as of September 30, 2020 and December 31, 2019: Commitment Date Series Type of Consideration received (cash or Effective Fair value Number of BCF 6/24/2019 A Cash $ 43.30 $ 18.59 648,069 $ — 6/24/2019 A Settlement of SAFEs 43.30 18.59 75,165 — 6/24/2019 A-1 Settlement of SAFEs 15.31 18.59 163,306 536,000 6/24/2019 A-2 Settlement of SAFEs 15.12 18.59 1,322,780 4,590,000 6/24/2019 A-3 Settlement of SAFEs 17.89 18.59 223,548 156,000 6/24/2019 A-4 Settlement of SAFEs 20.07 18.59 49,827 — 6/24/2019 A-5 Settlement of SAFEs 20.15 18.59 124,068 — 6/24/2019 A-6 Settlement of SAFEs 30.31 18.59 247,420 — 6/24/2019 A-7 Settlement of SAFEs 34.64 18.59 1,459,656 — 6/24/2019 A-8 Settlement of SAFEs 36.81 18.59 385,777 — 6/24/2019 A-9 Settlement of SAFEs 38.97 18.59 748,674 — 6/24/2019 A-10 Settlement of SAFEs 41.14 18.59 252,801 — 6/24/2019 A-11 Settlement of Note 24.30 18.59 317,404 — 6/26/2019 A Cash 43.30 18.59 692,778 — 7/15/2019 A Cash 43.30 18.59 11,546 — 8/24/2020 to 9/22/2020 X Cash 135.79 140.78 1,251,971 6,247,000 Total $ 11,529,000 | The following table summarizes the calculation of the BCF as of the commitment dates of the Preferred Stock, which continues to be presented in additional paid in capital as of December 31, 2019: Commitment Date Series Type of Consideration Effective Fair value Number of BCF 6/24/2019 A Cash $ 43.30 $ 18.59 648,069 $ — A Settlement of SAFEs 43.30 18.59 75,165 — A-1 Settlement of SAFEs 15.31 18.59 163,306 536,000 A-2 Settlement of SAFEs 15.12 18.59 1,322,780 4,590,000 A-3 Settlement of SAFEs 17.89 18.59 223,548 156,000 A-4 Settlement of SAFEs 20.07 18.59 49,827 — A-5 Settlement of SAFEs 20.15 18.59 124,068 — A-6 Settlement of SAFEs 30.31 18.59 247,420 — A-7 Settlement of SAFEs 34.64 18.59 1,459,656 — A-8 Settlement of SAFEs 36.81 18.59 385,777 — A-9 Settlement of SAFEs 38.97 18.59 748,674 — A-10 Settlement of SAFEs 41.14 18.59 252,801 — A-11 Settlement of Note 24.30 18.59 317,404 — 6/26/2019 A Cash 43.30 18.59 692,778 — 7/15/2019 A Cash 43.30 18.59 11,546 — 7/22/2019 A Cash 43.30 18.59 233,281 — $ 5,282,000 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Schedule of Assets Measured at Fair Value on Recurring Basis | The Company’s financial assets and liabilities subject to fair value measurements on a recurring basis and the level of inputs used for such measurements were as follows (in thousands): Fair Value Measured as of September 30, 2020 Level 1 Level 2 Level 3 Total Assets: Commercial papers $ — $ 61,594 $ — $ 61,594 Corporate debt securities — 41,980 — 41,980 Treasury bills 4,098 — — 4,098 Agency securities — 1,999 — 1,999 Asset backed securities — 5,190 1,250 6,440 Foreign corporate debt — 1,019 — 1,019 Total fair value $ 4,098 $ 111,782 $ 1,250 $ 117,130 Liabilities: 2017 Warrant $ — $ — $ 7,413 $ 7,413 2018 Warrant — — 853 853 2020 Warrants — — 7,146 7,146 Total fair value $ — $ — $ 15,412 $ 15,412 Fair Value Measured (in thousands) as of December 31, 2019 Using: Level 1 Level 2 Level 3 Total Assets: Commercial papers $ — $ 3,212 — $ 3,212 Corporate debt — 2,698 — 2,698 Treasury bills 749 — — 749 Total fair value $ 749 $ 5,910 $ — $ 6,659 Liabilities: 2017 Warrant $ — $ — $ 1,035 $ 1,035 2018 Warrant — — 87 87 Total fair value $ — $ — $ 1,122 $ 1,122 | The Company’s financial assets and liabilities subject to fair value measurements on a recurring basis and the level of inputs used for such measurements were as follows: Fair Value (in thousands) Measured as of Level 1 Level 2 Level 3 Total Assets: Commercial papers $ — $ 3,212 $ — $ 3,212 Corporate debt — 2,698 — 2,698 Treasury bills 749 — — 749 Total fair value 749 5,910 — 6,659 Liabilities: SAFEs — — — — 2017 Warrants — — 1,035 1,035 2018 Warrants — — 87 87 Total fair value $ — $ — $ 1,122 $ 1,122 Fair Value (in thousands) Measured as of Level 1 Level 2 Level 3 Total Liabilities: SAFEs $ — $ — $ 122,588 $ 122,588 2017 Warrants — — 808 808 2018 Warrants — — 58 58 Total fair value $ — $ — $ 123,454 $ 123,454 |
Fair Value Measurement With Unobservable Inputs Reconciliation Liability Transfers Into Level 3 | The following table presents changes in Level 3 liabilities measured at fair value for the nine months ended September 30, 2020 and September 30, 2019 (in thousands): For the nine months ended September 30, 2020 2017 Warrant 2018 Warrant 2020 Warrants Balance-beginning of period $ 1,035 $ 87 $ — Additions — — 1,728 Exercise or conversion — — — Measurement adjustments 6,378 766 5,418 Balance-end $ 7,413 $ 853 $ 7,146 For the nine months ended September 30, 2019 SAFEs 2017 Warrants 2018 Warrants Balance-beginning of period $ 122,588 $ 808 $ 58 Additions 37,379 — — Exercise or conversion (184,182 ) — — Measurement adjustments 24,215 147 17 Balance-end $ — $ 955 $ 75 | The following table presents changes in Level 3 liabilities measured at fair value for the years ended December 31, 2018 and December 31, 2019 (in thousands): For the year ended December 31, 2019 SAFEs 2017 2018 Balance-beginning of year $ 122,588 $ 808 $ 58 Additions 37,379 — Exercise or conversion (184,182 ) Measurement adjustments 24,215 227 29 Balance-end $ — $ 1,035 $ 87 For the year ended December 31, 2018 SAFEs 2017 2018 Balance-beginning of year $ 43,775 $ 723 $ Additions 66,467 — Exercise or conversion Measurement adjustments 12,345 85 58 Balance-end $ 122,588 $ 808 $ 58 |
Gores Metropoulos, Inc. | ||
Schedule of Assets Measured at Fair Value on Recurring Basis | The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of September 30, 2020 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs utilize data points that are observable such as quoted prices, interest rates and yield curves. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability, and includes situations where there is little, if any, market activity for the asset or liability: Description September 30, Quoted Prices in Significant Significant Investments and cash held in Trust Account 405,725,195 405,725,195 — — Total $ 405,725,195 $ 405,725,195 $ — $ — | The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of December 31, 2019, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs utilize data points that are observable such as quoted prices, interest rates and yield curves. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability, and includes situations where there is little, if any, market activity for the asset or liability: Description December 31, Quoted Prices in Significant Significant Investments and cash held in Trust Account 406,434,959 406,434,959 — — Total $ 406,434,959 $ 406,434,959 $ — $ — |
Income taxes (Tables)
Income taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Schedule of financial reporting purpose, loss before income tax | For financial reporting purposes, loss before income taxes includes the following components: Year Ended December 31, 2019 2018 Domestic $ 94,718 $ 79,550 Foreign — — Loss before income taxes $ 94,718 $ 79,550 |
Schedule of Reconciliation of the Statutory Federal Income Tax Expense | Reconciliation between the effective tax rate on income from continuing operations and the statutory tax rate of 21% is as follows: Year Ended December 31, 2019 2018 U.S. federal provision at statutory rate 21.0 % 21.0 % State income taxes, net of federal benefit 2.9 3.7 Tax credits 1.9 2.2 Permanent items (7.4 ) (3.9 ) Uncertain tax benefits (0.9 ) (1.1 ) Change in valuation allowance (17.5 ) (21.9 ) Effective tax rate 0.0 % 0.0 % |
Significant Components of Deferred Tax Assets and Liabilities | The Company’s deferred income tax assets and liabilities as of December 31, 2019 and 2018 were as follows (in thousands): Year Ended December 31, 2019 2018 Deferred tax assets: Net operating loss carry forward $ 43,971 $ 27,644 Tax credits 2,397 1,473 Accruals and reserves 1,671 2,063 Stock-based compensation 23 — Other 2 1 Total deferred tax assets 48,064 31,181 Valuation allowance (46,998 ) (29,771 ) Total deferred tax asset 1,066 1,410 Deferred tax liabilities: Depreciation and amortization 1,066 1,410 Total deferred tax liabilities 1,066 1,410 Net deferred tax assets (liabilities) $ — $ — |
Summary of tabular reconciliation of the unrecognized tax benefits | The following is a tabular reconciliation of the total amounts of unrecognized tax benefits (in thousands): Year Ended December 31, 2019 2018 Unrecognized tax benefits as of the beginning of the year $ 1,473 $ 549 Increases related to prior year tax provisions Decrease related to prior year tax provisions Increase related to current year tax provisions 924 924 Statue lapse Unrecognized tax benefits as of the end of the year $ 2,397 $ 1,473 |
Gores Metropoulos, Inc. | |
Schedule of Reconciliation of the Statutory Federal Income Tax Expense | A reconciliation of the statutory federal income tax expense to the income tax expense from continuing operations provided at December 31, 2019 and 2018 as follows: Year Ended Year Ended Income tax expense at the federal statutory rate $ 1,446,224 $ (4,617 ) State income taxes—net of federal income tax benefits (29,220 ) (1,018 ) Change in valuation allowance 24,603 5,635 Total income tax expense (benefit) $ 1,441,607 $ — |
Provision for Income Taxes | The provision for income taxes consisted of the following for the years ended December 31, 2019 and 2018: Year Ended Year Ended Current income tax expense Federal $ 1,443,960 $ — State — — Total current income tax expense $ 1,443,960 $ — Deferred income tax expense Federal $ (2,353 ) $ — State — — Total deferred income tax expense $ (2,353 ) $ — Provision for income taxes $ 1,441,607 $ — |
Significant Components of Deferred Tax Assets and Liabilities | Significant components of the Company’s deferred tax assets and liabilities as of December 31, 2019 and 2018 are as follows: Year Ended Year Ended Deferred tax assets/(liabilities) Tax attribute carryovers $ 32,591 $ 5,635 Valuation allowance (30,238 ) (5,635 ) Net deferred tax assets/(liabilities) $ 2,353 $ 5,635 |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Earnings Per Share [Abstract] | ||
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | The following table sets forth the computation of basic and diluted loss for the nine months (in thousands, except for share and per share amounts): Nine Months ended 2020 2019 Numerator: Net loss $ (72,227 ) $ (76,774 ) Deemed dividend attributable to BCF (6,247 ) (5,282 ) Net loss attributable to common shareholders $ (78,474 ) $ (82,056 ) Denominator: Weighted average Common shares outstanding- Basic 9,510,996 8,676,669 Dilutive effect of potential common shares — — Weighted average Common shares outstanding- Diluted 9,510,996 8,676,669 Net loss per shares attributable to Common shareholders-Basic and Diluted $ (8.25 ) $ (9.46 ) | The following table sets forth the computation of basic and diluted loss (in thousands, except for share and per share amounts): As of December 31, 2019 2018 Numerator: Net loss $ (94,718 ) $ (79,550 ) Deemed dividend attributable to BCF accretion (5,282 ) — Net loss attributable to common shareholders (100,000 ) (79,550 ) Denominator: Weighted average Common shares outstanding- Basic 8,718,104 6,631,873 Dilutive effect of potential common shares — — Weighted average Common shares outstanding- Diluted 8,718,104 6,631,873 Net loss per shares attributable to Common shareholders- Basic and Diluted $ (11.47 ) $ (12.00 ) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | The following table presents the potential common shares outstanding that were excluded from the computation of diluted net loss per share of common stock for the periods presented because including them would have been antidilutive: Nine Months ended 2020 2019 Warrants 444,023 71,281 Stock options 1,199,974 148,988 Restricted Stock 161,549 542,610 Series A Convertible Preferred Stock 6,956,100 6,956,100 Series X Convertible Preferred Stock 1,251,971 — Founders Preferred Stock 1,922,600 1,922,600 Total 11,936,217 9,641,579 | The following table presents the potential shares of Common Stock outstanding that were excluded from the computation of diluted net loss per share of common stock as of the periods presented because including them would have been antidilutive: As of December 31, 2019 2018 Warrants 71,281 71,281 Stock Options 365,938 — Restricted Stock 460,257 1,693,491 Series A Convertible Preferred Stock 6,956,100 — Founders Preferred Stock 1,922,600 1,922,600 SAFE — 4,488,738 Total 9,776,176 8,176,110 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Summary of fair value of each option grant estimated using black-scholes option-pricing model | The fair value of stock option awards was determined on the grant date using the Black-Scholes valuation model based on the following assumptions: 9/30/2020 12/31/2019 Expected term (years) (1) 5.96 — 6.02 5.27 — 6.02 Common stock (price per share) $ 22.80 —$ 76.93 $ 17.38 —$ 22.80 Expected volatility (2) 49.3% — 51.9% 44.6% — 49.3% Risk-free interest rate (3) 0.4% — 1.8% 1.6% — 1.9% Dividend yield (4) 0% 0% (1) The expected term is the length of time the grant is expected to be outstanding before it is exercised or terminated. This number is calculated as the midpoint between the vesting term and the original contractual term (contractual period to exercise). If the option contains graded vesting, then the vesting term would be based on the vesting pattern. (2) Volatility, or the standard deviation of annualized returns, was calculated based on comparable companies’ report volatilities. (3) Risk free rate was obtained from US treasury notes for the expected terms noted as of the valuation date. (4) The Company has assumed a dividend yield of zero as they have no plans to declare dividends in the foreseeable future. | The fair value of stock option awards in 2019 was determined on the grant date using the Black-Scholes valuation model based on the following assumptions: 2019 Expected term (years) (1) 5.27 – 6.02 Current stock value $ 17.38 – 22.80 Expected volatility (2) 44.6% – 49.3% Risk-free interest rate (3) 1.6% – 1.9% Dividend yield (4) 0% (1) The expected term is the length of time the grant is expected to be outstanding before it is exercised or terminated. This number is calculated as the midpoint between the vesting term and the original contractual term (contractual period to exercise). If the option contains graded vesting, then the vesting term would be based on the vesting pattern. (2) Volatility, or the standard deviation of annualized returns, was calculated based on comparable companies’ reported volatilities. (3) Risk free rate was obtained from US treasury notes for the expected terms noted as of the valuation date. (4) The Company has assumed a dividend yield of zero as it has no plans to declare dividends in the foreseeable future. |
Summary of stock options | A summary of the Company’s stock option activity for nine months ended September 30, 2020 is as follows: Number of Weighted- Weighted- Aggregate Outstanding as of December 31, 2019 365,938 $ 22.73 9.76 $ 22 Granted 921,721 22.73 — — Exercised — — — Forfeited (87,685 ) 22.73 — — Expired — — — — Outstanding as of September 30, 2020 1,199,974 $ 22.73 9.32 $ 141,657 Vested and exercisable as of September 30, 2020 59,538 $ 22.73 9.06 $ 7,028 Vested and expected to vest as of September 30, 2020 1,199,974 $ 22.73 9.32 $ 141,657 | A summary of the Company’s stock option activity for years ended 2019 and 2018 is as follows: Number of Weighted- Weighted- Aggregate Outstanding as of January 1, 2019 — $ — — $ — Granted 366,988 22.73 9.76 Exercised — — — Forfeited (1,050 ) 22.73 9.61 Expired — — — Outstanding as of December 31, 2019 365,938 22.73 9.76 22 Vested and exercisable as of December 31, 2019 26,035 22.73 9.75 2 Vested and expected to vest as of December 31, 2019 365,938 $ 22.73 9.76 $ 22 |
Summary of non-employee restricted stock activity | Non-employee Shares Weighted Average Outstanding as of December 31, 2019 1,999 $ 17.61 Granted — — Exercised — — Forfeited — — Vested (1,375 ) 17.61 Outstanding as of September 30, 2020 624 $ 17.61 | Non-employee restricted stock activity for years ended 2019 and 2018 is as follows: Shares Weighted Average Outstanding as of December 31, 2017 37,989 $ 0.05 Granted 2,800 13.75 Forfeited (625 ) 0.05 Vested (22,946 ) 0.64 Outstanding as of December 31, 2018 17,218 1.46 Granted — — Forfeited — — Vested (15,219 ) 17.61 Outstanding as of December 31, 2019 1,999 $ 17.61 |
Summary of stock-based compensation expense by function | Total stock-based compensation expense by function was as follows (in thousands): Nine Months ended 2020 2019 Cost of sales $ 237 $ 69 Research and development 1,608 616 Sales and marketing 334 107 General and administrative 2,531 1,064 Total $ 4,710 $ 1,856 | Total stock-based compensation expense by function was as follows (in thousands): Year Ended December 31, 2019 2018 Cost of sales $ 92 $ 66 Research and development 914 564 Sales and marketing 163 83 General and administrative 1,533 1,349 Total $ 2,702 $ 2,062 |
Restricted Stock [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Summary of stock options | Employee restricted stock activity for the nine months ended September 30, 2020 is as follows: Shares Weighted Average Outstanding as of December 31, 2019 458,257 $ 10.92 Granted — — Forfeited (113,776 ) 11.37 Vested (183,556 ) 10.45 Outstanding as of September 30, 2020 160,925 $ 13.88 | Employee restricted stock activity for years ended 2019 and 2018 is as follows: Shares Weighted Average Outstanding as of December 31, 2017 3,534,436 $ 0.36 Granted 509,379 12.39 Forfeited (89,047 ) 2.50 Vested (2,278,495 ) 0.78 Outstanding as of December 31, 2018 1,676,273 3.01 Granted 150,800 17.54 Forfeited (97,150 ) 7.19 Vested (1,271,666 ) 1.97 Outstanding as of December 31, 2019 458,257 $ 10.92 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Lessee Disclosure [Abstract] | ||
Summary of future minimum lease payments | As of September 30, 2020, future minimum lease payments under all noncancelable capital and operating leases with an initial lease term in excess of one year were as follows (in thousands): Capital Leases Operating Leases 2020 $ 72 $ 1,237 2021 278 4,952 2022 187 5,428 2023 19 3,992 2024 — 746 Thereafter — — Total minimum lease payments $ 556 $ 16,355 Less: amount representing interest 59 Long-term capital lease obligations as of September 30, 2020 $ 497 | As of December 31, 2019, future minimum lease payments under all noncancelable capital and operating leases with an initial lease term in excess of one year were as follows (in thousands): Capital Leases Operating Leases 2020 $ 216 $ 5,965 2021 204 6,264 2022 113 5,975 2023 4 3,992 2024 — 746 Thereafter — — Total minimum lease payments 537 $ 22,942 Less: amount representing interest 83 Long-term capital lease obligations as of December 31, 2019 $ 454 |
Segment, Geographic and Custo_2
Segment, Geographic and Customer Concentration Information (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Segment Reporting [Abstract] | ||
Summary of segment operating results and reconciliations | Segment operating results and reconciliations to the Company’s consolidated balances are as follows (in thousands): Nine Months ended September 30, 2020 Autonomy Other Total Eliminations (1) Total Revenue: Revenues from external customers $ 9,587 $ 1,932 $ 11,519 $ — $ 11,519 Revenues from internal customer 639 2,544 3,183 (3,183 ) — Total Revenue $ 10,226 $ 4,476 $ 14,702 $ (3,183 ) $ 11,519 Depreciation and amortization $ 1,825 $ 104 $ 1,929 $ — $ 1,929 Operating profit (loss) (56,673 ) 192 (56,481 ) — ( 56, 481 ) Other significant items: Segment assets 191,778 2,979 194,757 (3,304 ) 191,453 Inventory 2,912 9 2,921 — 2,921 Nine Months ended September 30, 2019 Autonomy Other Total Eliminations (1) Total Revenue: Revenues from external customers $ 4,373 $ 2,430 $ 6,803 $ — $ 6,803 Revenues from internal customer — 2,184 2,184 (2,184 ) — Total Revenue $ 4,373 $ 4,614 $ 8,987 $ (2,184 ) $ 6,803 Depreciation and amortization $ 1,577 $ 135 $ 1,712 $ — $ 1,712 Operating profit (loss) (45,235 ) 267 (44,968 ) — (44,968 ) Other significant items: Segment assets 73,119 2,315 75,434 (2,779 ) 72,655 Inventory 4,742 — 4,742 — 4,742 1. Represent the eliminations of all intercompany balances and transactions during the period presented. | The accounting policies of the operating segments are the same as those described in Note 1. Segment operating results and reconciliations to the Company’s consolidated balances are as follows (in thousands): Year ended December 31, 2019 Autonomy Other Total Eliminations (1) Total Revenue: Revenues from external customers $ 9,666 $ 2,936 $ 12,602 $ — $ 12,602 Revenues from internal customer — 2,949 2,949 (2,949 ) — Total Revenue 9,666 5,885 15,551 (2,949 ) 12,602 Depreciation and amortization 2,135 181 2,316 — 2,316 Operating loss (62,874 ) 259 (62,615 ) — (62,615 ) Other significant items: Segment assets 52,171 2,218 54,389 (2,525 ) 51,864 Inventory $ 4,002 $ — $ 4,002 $ — $ 4,002 Year ended December 31, 2018 Autonomy Other Total Eliminations (1) Total Revenue: Revenues from external customers $ 7,236 $ 4,456 $ 11,692 $ — $ 11,692 Revenues from internal customer — 3,387 3,387 (3,387 ) — Total Revenue 7,236 7,843 15,079 (3,387 ) 11,692 Depreciation and amortization 1,335 159 1,494 — 1,494 Operating loss (63,845 ) (384 ) (64,229 ) — (64,229 ) Other significant items: Segment assets 26,569 4,244 30,813 (2,611 ) 28,202 Inventory $ 2,926 $ — $ 2,926 $ — $ 2,926 1. Represent the eliminations of all intercompany balances and transactions during the period presented. |
Organization and Business Ope_2
Organization and Business Operations - Additional Information (Details) | Feb. 05, 2019USD ($) | Sep. 30, 2020USD ($)$ / shares | Sep. 30, 2019USD ($)$ / shares | Dec. 31, 2019USD ($)$ / shares | Dec. 31, 2020$ / shares | Aug. 23, 2020USD ($)$ / shares | Aug. 20, 2020subsidiary | Dec. 31, 2018USD ($)$ / shares |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||
Unit price (in dollars per Unit) | $ / shares | $ 64.96 | $ 64.96 | ||||||
Common stock, value | $ 0 | $ 0 | ||||||
Proceeds from sale of Private Placement Warrants to Sponsor | $ 46,000,000 | |||||||
Maximum | ||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||
Unit price (in dollars per Unit) | $ / shares | 76.93 | $ 22.80 | ||||||
Minimum | ||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||
Unit price (in dollars per Unit) | $ / shares | $ 22.80 | $ 17.38 | ||||||
Proceeds from sale of Units in initial public offering | $ 100,000,000 | $ 100,000,000 | ||||||
Luminar | ||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||
Maximum percentage of outstanding capital stock | 7.50% | |||||||
Class A Common Stock | ||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||
Common stock, par value | $ / shares | $ 0.00001 | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||||
Common stock, value | $ 0 | $ 0 | ||||||
Class B Common Stock | ||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||
Common stock, par value | $ / shares | $ 0.00001 | $ 0.00001 | ||||||
Common stock, value | $ 0 | $ 0 | ||||||
Gores Metropoulos, Inc. | ||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||
Number of subsidiaries | subsidiary | 2 | |||||||
Maximum percentage of outstanding capital stock | 7.50% | |||||||
Amount placed in trust account | $ 400,000,000 | 400,000,000 | ||||||
Proceeds from sale of Units in initial public offering | $ 400,000,000 | $ 400,000,000 | 400,000,000 | 400,000,000 | ||||
Proceeds from sale of Private Placement Warrants to Sponsor | $ 10,000,000 | $ 10,000,000 | ||||||
Maximum maturity period | 180 days | 180 days | ||||||
Regulatory withdrawal of interest from trust account, annual limit | $ 750,000 | $ 750,000 | ||||||
Regulatory withdrawal of interest from trust account, maximum period | 24 months | 24 months | ||||||
Redemption percentage if business combination is not completed | 100.00% | 100.00% | ||||||
Dissolution expenses, maximum allowed | $ 100,000 | $ 100,000 | ||||||
Gores Metropoulos, Inc. | Sponsor, Officers and Directors | ||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||
Ownership percentage of shares | 20.00% | |||||||
Gores Metropoulos, Inc. | Maximum | ||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||
Number of months to complete business combination | 24 months | 24 months | ||||||
Threshold net tangible assets | $ 5,000,001 | $ 5,000,001 | ||||||
Number of days to redeem the shares if Business combination is not completed | 10 days | 10 days | ||||||
Gores Metropoulos, Inc. | Minimum | ||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||
Percentage of fair market value | 80.00% | 80.00% | ||||||
Gores Metropoulos, Inc. | Private Placement | ||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||
Proceeds from sale of Private Placement Warrants to Sponsor | $ 10,000,000 | $ 10,000,000 | ||||||
Gores Metropoulos, Inc. | Luminar | ||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||
Common stock, value | $ 2,928,828,692 | |||||||
Maximum aggregate amount of additional capital raised | $ 30,000,000 | |||||||
Gores Metropoulos, Inc. | Class A Common Stock | ||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Unit price (in dollars per Unit) | $ / shares | $ 10 | $ 10 | ||||||
Common stock, value | $ 158 | $ 129 | ||||||
Gores Metropoulos, Inc. | Class A Common Stock | Luminar | ||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||
Common stock, par value | $ / shares | $ 0.0001 | |||||||
Unit price (in dollars per Unit) | $ / shares | 10 | |||||||
Gores Metropoulos, Inc. | Class B Common Stock | Luminar | ||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||
Common stock, par value | $ / shares | 0.001 | |||||||
Unit price (in dollars per Unit) | $ / shares | $ 10 |
Description of Business and S_4
Description of Business and Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) | Aug. 24, 2020 | Feb. 05, 2019 | Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2020 |
Significant Accounting Policies [Line Items] | ||||||||
Merger related expenses incurred | $ 6,100,000 | |||||||
Merger related expenses capitalised | $ 4,400,000 | 4,400,000 | ||||||
Payment of merger related costs | 707,000 | |||||||
Merger related costs included in accounts payable and accrued liabilities | 3,700,000 | $ 3,700,000 | ||||||
Proceeds from temporary equity | $ 68,666,000 | $ 0 | ||||||
Concentration Risk Percentage | 100.00% | 100.00% | 100.00% | 100.00% | ||||
Cash and cash equivalents | 50,700,000 | $ 50,700,000 | $ 27,080,000 | $ 9,602,000 | ||||
Allowance for doubtful debts on accounts receivable current | 0 | 0 | ||||||
Goodwill carrying amount | 701,000 | 701,000 | 701,000 | 701,000 | ||||
Impairment of goodwill | 0 | 0 | ||||||
Impairment of long lived asset tangible | 359,000 | $ 0 | $ 0 | |||||
Percentage of income tax benefit to be realised for recognition in the income statement | 50.00% | 50.00% | ||||||
Current liabilities | $ 18,308,000 | 18,308,000 | $ 14,773,000 | $ 18,810,000 | ||||
Class X Redeemable Preferred Stock [Member] | ||||||||
Significant Accounting Policies [Line Items] | ||||||||
Temporary equity issued during the period shares | 1,251,971 | 1,251,971 | ||||||
Temporary equity issue price per share | $ 135.8 | |||||||
Proceeds from temporary equity | 170,000,000 | 170,000,000 | ||||||
Net proceeds from temporary equity | $ 164,300,000 | $ 164,300,000 | ||||||
Proceeds from temporary additional equity | $ 30,000,000 | |||||||
Class A Common Stock | ||||||||
Significant Accounting Policies [Line Items] | ||||||||
Common stock, par value | $ 0.00001 | $ 0.00001 | $ 0.00001 | $ 0.00001 | $ 0.00001 | |||
Autonomy Solutions [Member] | ||||||||
Significant Accounting Policies [Line Items] | ||||||||
Concentration Risk Percentage | 83.00% | 64.00% | 77.00% | 62.00% | ||||
Goodwill carrying amount | $ 687,000 | $ 687,000 | $ 687,000 | |||||
Other Component Sales [Member] | ||||||||
Significant Accounting Policies [Line Items] | ||||||||
Concentration Risk Percentage | 17.00% | 36.00% | 23.00% | 38.00% | ||||
Goodwill carrying amount | 14,000 | $ 14,000 | $ 14,000 | |||||
Accounts Payable [Member] | ||||||||
Significant Accounting Policies [Line Items] | ||||||||
Merger related costs included in accounts payable and accrued liabilities | 2,100,000 | 2,100,000 | ||||||
Accounts Payable [Member] | Maximum | ||||||||
Significant Accounting Policies [Line Items] | ||||||||
Concentration Risk Percentage | 10.00% | |||||||
Accounts Payable [Member] | Supplier [Member] | ||||||||
Significant Accounting Policies [Line Items] | ||||||||
Concentration Risk Percentage | 14.00% | |||||||
Accrued Liabilities [Member] | ||||||||
Significant Accounting Policies [Line Items] | ||||||||
Merger related costs included in accounts payable and accrued liabilities | 1,600,000 | 1,600,000 | ||||||
Accounts Receivable [Member] | Customer One [Member] | ||||||||
Significant Accounting Policies [Line Items] | ||||||||
Concentration Risk Percentage | 31.00% | 27.00% | ||||||
Accounts Receivable [Member] | Customer Two [Member] | ||||||||
Significant Accounting Policies [Line Items] | ||||||||
Concentration Risk Percentage | 15.00% | 23.00% | ||||||
Accounts Receivable [Member] | Customer Three [Member] | ||||||||
Significant Accounting Policies [Line Items] | ||||||||
Concentration Risk Percentage | 11.00% | 15.00% | ||||||
Gores Metropoulos, Inc. | ||||||||
Significant Accounting Policies [Line Items] | ||||||||
Penalties and interest related to uncertain tax positions | $ 0 | $ 0 | ||||||
Cash and cash equivalents | 518,874 | 518,874 | 1,365,240 | $ 52,489 | ||||
Dilutive securities, effect on basic earnings per share | 0 | 0 | ||||||
Federal depository insurance coverage amount | $ 250,000 | $ 250,000 | $ 250,000 | |||||
Class A common stock subject to possible redemption (in shares) | 38,420,462 | 38,420,462 | 38,639,955 | 38,713,476 | 0 | |||
Redemption percentage if business combination is not completed | 100.00% | 100.00% | 100.00% | |||||
Investments and cash held in Trust Account | $ 405,725,195 | $ 405,725,195 | $ 406,434,959 | |||||
Dissolution expenses, maximum allowed | 100,000 | 100,000 | ||||||
Redemption rights or liquidating distributions with respect to warrants | 0 | 0 | 0 | |||||
Current liabilities | 3,098,900 | 3,098,900 | 1,355,865 | $ 486,849 | ||||
Working capital | $ (2,520,566) | (2,520,566) | 145,774 | $ 3,015 | ||||
Gores Metropoulos, Inc. | Maximum | ||||||||
Significant Accounting Policies [Line Items] | ||||||||
Threshold net tangible assets | $ 5,000,001 | $ 5,000,001 | ||||||
Number of months to complete business combination | 24 months | 24 months | ||||||
Number of days to redeem the shares if Business combination is not completed | 10 days | 10 days | ||||||
Gores Metropoulos, Inc. | IPO | ||||||||
Significant Accounting Policies [Line Items] | ||||||||
Offering costs including underwriter's fees | $ 22,865,105 | $ 22,865,105 | ||||||
Underwriter's fees | $ 22,000,000 | $ 22,000,000 | ||||||
Sale of common stock (in shares) | 40,000,000 | |||||||
Gores Metropoulos, Inc. | Class A Common Stock | ||||||||
Significant Accounting Policies [Line Items] | ||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Sale of common stock (in shares) | 40,000,000 | 40,000,000 | ||||||
Class A common stock subject to possible redemption (in shares) | 38,713,476 | 0 | ||||||
Gores Metropoulos, Inc. | Class A Common Stock | IPO | ||||||||
Significant Accounting Policies [Line Items] | ||||||||
Sale of common stock (in shares) | 40,000,000 | 40,000,000 | ||||||
Gores Metropoulos, Inc. | Founder Shares | ||||||||
Significant Accounting Policies [Line Items] | ||||||||
Common stock, par value | 0.0001 | 0.0001 | $ 0.0001 | |||||
Gores Metropoulos, Inc. | Class A Stock | ||||||||
Significant Accounting Policies [Line Items] | ||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Sale of common stock (in shares) | 40,000,000 |
Description of Business and S_5
Description of Business and Summary of Significant Accounting Policies - Summary Of Property Plant Equipment Useful Lives (Detail) | 12 Months Ended |
Dec. 31, 2019 | |
Computer hardware and software | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Machinery and equipment | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 7 years |
Furnitures and fixtures | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 7 years |
Vehicles | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Leasehold improvements | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 10 years |
Property, Plant and Equipment, Estimated Useful Lives | Lesser of lease term or 10 years |
Maximum [Member] | Demonstration units and fleet | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Minimum [Member] | Demonstration units and fleet | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 2 years |
Significant Accounting Polici_2
Significant Accounting Policies - Reconciliation of Numerator and Denominator Used to Compute Basic and Diluted Net Income/(loss) Per Share (Details) - USD ($) | 3 Months Ended | 4 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2018 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Numerator: | |||||||
Net income (loss) | $ (72,227,000) | $ (76,774,000) | $ (94,718,000) | $ (79,550,000) | |||
Denominator: | |||||||
Weighted-average shares outstanding | 9,510,996 | 8,676,669 | 8,718,104 | 6,631,873 | |||
Basic and diluted net income/(loss) per share | $ (8.25) | $ (9.46) | $ (11.47) | $ (12) | |||
Gores Metropoulos, Inc. | |||||||
Numerator: | |||||||
Net income (loss) | $ (4,026,415) | $ 1,506,817 | $ (21,985) | $ (3,378,457) | $ 4,261,643 | $ 5,445,176 | |
Gores Metropoulos, Inc. | Class A Common Stock | |||||||
Numerator: | |||||||
Net income (loss) | $ (3,215,855) | $ 1,627,320 | $ (2,433,543) | $ 4,654,530 | $ 5,938,019 | ||
Denominator: | |||||||
Weighted-average shares outstanding | 40,000,000 | 40,000,000 | 40,000,000 | 34,872,000 | 36,164,000 | ||
Basic and diluted net income/(loss) per share | $ (0.08) | $ 0.04 | $ (0.06) | $ 0.13 | $ 0.16 | ||
Gores Metropoulos, Inc. | Class F Common Stock | |||||||
Numerator: | |||||||
Net income (loss) | $ (810,560) | $ (120,503) | $ (944,914) | $ (392,887) | $ (492,843) | $ (21,985) | |
Denominator: | |||||||
Weighted-average shares outstanding | 10,000,000 | 10,000,000 | 10,000,000 | 10,217,500 | 10,162,656 | 10,781,250 | |
Basic and diluted net income/(loss) per share | $ (0.08) | $ (0.01) | $ (0.09) | $ (0.04) | $ (0.05) | $ 0 |
Public Offering - Additional In
Public Offering - Additional Information (Details) - USD ($) | Feb. 05, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2018 |
Class Of Stock [Line Items] | ||||||
Unit price (in dollars per Unit) | $ 64.96 | $ 64.96 | ||||
Class A Common Stock | ||||||
Class Of Stock [Line Items] | ||||||
Common stock, par value | $ 0.00001 | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||
Gores Metropoulos, Inc. | ||||||
Class Of Stock [Line Items] | ||||||
Proceeds from sale of Units in initial public offering | $ 400,000,000 | $ 400,000,000 | $ 400,000,000 | $ 400,000,000 | ||
Percentage of deferred underwriting discount | 3.50% | 3.50% | ||||
Gores Metropoulos, Inc. | IPO | ||||||
Class Of Stock [Line Items] | ||||||
Units sold | 40,000,000 | |||||
Sale of common stock (in shares) | 40,000,000 | |||||
Unit price (in dollars per Unit) | $ 10 | |||||
Proceeds from sale of Units in initial public offering | $ 400,000,000 | |||||
Upfront underwriting discount (as a percent) | 2.00% | |||||
Upfront underwriting discount | $ (8,000,000) | |||||
Percentage of deferred underwriting discount | 3.50% | 3.50% | ||||
Deferred underwriting discount | $ (14,000,000) | |||||
Gores Metropoulos, Inc. | Over-Allotment Option | ||||||
Class Of Stock [Line Items] | ||||||
Units sold | 2,500,000 | |||||
Gores Metropoulos, Inc. | Warrant | ||||||
Class Of Stock [Line Items] | ||||||
Warrant exercisable term if business combination is completed | 30 days | 30 days | ||||
Warrant exercisable term from closing of public offer | 12 months | 12 months | ||||
Warrant expiration term | 5 years | 5 years | ||||
Number of months to complete business combination | 24 months | 24 months | ||||
Gores Metropoulos, Inc. | Class A Common Stock | ||||||
Class Of Stock [Line Items] | ||||||
Sale of common stock (in shares) | 40,000,000 | 40,000,000 | ||||
Unit price (in dollars per Unit) | $ 10 | $ 10 | ||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Gores Metropoulos, Inc. | Class A Common Stock | IPO | ||||||
Class Of Stock [Line Items] | ||||||
Sale of common stock (in shares) | 40,000,000 | 40,000,000 | ||||
Gores Metropoulos, Inc. | Class A Stock | ||||||
Class Of Stock [Line Items] | ||||||
Sale of common stock (in shares) | 40,000,000 | |||||
Number of shares that contribute each unit | 1 | 1 | ||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||||
Number of shares warrant may be converted | 1 | |||||
Gores Metropoulos, Inc. | Class A Stock | Warrant | ||||||
Class Of Stock [Line Items] | ||||||
Number of shares warrant may be converted | 1 | |||||
Warrants exercise price (in dollars per share) | $ 11.50 | $ 11.50 |
Revenue - Summary Of Total Reve
Revenue - Summary Of Total Revenue (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 11,519 | $ 6,803 | $ 12,602 | $ 11,692 |
Revenue, Percentage | 100.00% | 100.00% | 100.00% | 100.00% |
Autonomy Solutions [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 9,587 | $ 4,373 | $ 9,666 | $ 7,236 |
Revenue, Percentage | 83.00% | 64.00% | 77.00% | 62.00% |
Other Component Sales [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 1,932 | $ 2,430 | $ 2,936 | $ 4,456 |
Revenue, Percentage | 17.00% | 36.00% | 23.00% | 38.00% |
Transferred at Point in Time [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 2,076 | $ 4,373 | $ 9,666 | $ 7,236 |
Revenue, Percentage | 18.00% | 64.00% | 77.00% | 62.00% |
Transferred over Time [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 9,443 | $ 2,430 | $ 2,936 | $ 4,456 |
Revenue, Percentage | 82.00% | 36.00% | 23.00% | 38.00% |
North America [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 3,198 | $ 5,606 | $ 10,453 | $ 9,408 |
Revenue, Percentage | 28.00% | 82.00% | 83.00% | 80.00% |
Asia Pacific [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 720 | $ 433 | $ 469 | $ 140 |
Revenue, Percentage | 6.00% | 6.00% | 4.00% | 1.00% |
Europe East And Asia [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 7,601 | $ 764 | $ 1,680 | $ 2,144 |
Revenue, Percentage | 66.00% | 12.00% | 13.00% | 19.00% |
Revenue - Summary Of Opening an
Revenue - Summary Of Opening and Closing Balances Of Contract liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Revenue from Contract with Customer [Abstract] | |||||
Contract liabilities, current | $ 956 | $ 225 | $ 0 | ||
Contract liabilities, long-term | |||||
Total contract liabilities | $ 956 | $ 225 | $ 2,596 | $ 0 | $ 1,250 |
Revenue - Summary Of Significan
Revenue - Summary Of Significant Changes In Contract Liabilities (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | ||||
Beginning Balance | $ 225 | $ 0 | $ 0 | $ 1,250 |
Revenue recognized that was included in the contract liabilities beginning balance | (225) | 0 | (1,250) | |
Increase due to cash received and not recognized as revenue and billings in excess of revenue recognized during the period | 956 | 2,596 | 225 | |
Ending Balance | $ 956 | $ 2,596 | $ 225 | $ 0 |
Revenue - Additional Informatio
Revenue - Additional Information (Details) - USD ($) $ in Millions | Sep. 30, 2020 | Dec. 31, 2019 |
Disaggregation of Revenue [Line Items] | ||
Revenue expected to be recognised from the remaining performance obligation | $ 9.9 | |
Contract assets after allowance for credit loss | 2.7 | $ 0 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-09-30 | ||
Disaggregation of Revenue [Line Items] | ||
Revenue recognized remaining performance obligation | $ 4.9 |
Inventories - Summary Of Invent
Inventories - Summary Of Inventories Net Of Write downs (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2018 |
Inventory Disclosure [Abstract] | ||||
Raw materials | $ 95 | $ 1,998 | $ 1,800 | |
Work-in-process | 331 | 1,376 | 905 | |
Finished goods | 2,495 | 628 | 221 | |
Total inventory, net of allowance | $ 2,921 | $ 4,002 | $ 4,742 | $ 2,926 |
Inventories - Additional Inform
Inventories - Additional Information (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Inventory Disclosure [Abstract] | ||||
Inventory write downs | $ 4,393 | $ 64 | $ 1,378 | $ 3,486 |
Property and Equipment - Summar
Property and Equipment - Summary Of Property and Equipment (Detail) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | $ 12,429 | $ 10,676 | |
Less: accumulated depreciation and amortization | 4,562 | 2,240 | |
Total property and equipment, net | $ 7,765 | 7,867 | 8,436 |
Computer hardware and software | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 2,904 | 1,522 | |
Demonstration fleet and demonstration units | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 1,603 | 939 | |
Machinery and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 4,830 | 4,953 | |
Furnitures and fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 325 | 317 | |
Vehicles | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 902 | 872 | |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 821 | 788 | |
Capital lease assets | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 579 | 119 | |
Construction in progress | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | $ 465 | $ 1,166 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Detail) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation and amortisation on property plant and equipment | $ 1,929 | $ 1,712 | $ 2,316 | $ 1,494 |
Other Assets - Schedule of Othe
Other Assets - Schedule of Other Current Assets (Detail) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |||
Prepaid expenses | $ 817 | $ 1,092 | |
Advance payments to vendors | 666 | ||
Prepaid rent and other | 12 | 210 | |
Other receivables | 329 | 701 | |
Total other current assets | $ 9,771 | $ 1,824 | $ 2,003 |
Other Assets - Schedule Of Ot_2
Other Assets - Schedule Of Other Assets, Noncurrent (Detail) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |||
Security deposits | $ 1,793 | $ 1,756 | |
Other long-term assets | 36 | 71 | |
Total other assets | $ 1,285 | $ 1,829 | $ 1,827 |
Accrued and Other Liabilities -
Accrued and Other Liabilities - Summary Of Accrued And Other Current Liabilities (Detail) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Payables and Accruals [Abstract] | |||
Accrued expenses | $ 2,049 | $ 2,853 | |
Warranty liabilities | 267 | 145 | |
Contract liabilities | $ 956 | 225 | 0 |
Payroll payable | 473 | 818 | |
Accrued bonuses | 350 | 0 | |
Short-term lease liabilities and other | 162 | 83 | |
Total accrued and other current liabilities | $ 3,526 | $ 3,899 |
Accrued and Other Liabilities_2
Accrued and Other Liabilities - Summary Of Other Long-term Liabilities (Detail) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Payables and Accruals [Abstract] | |||
Deferred rent | $ 1,106 | $ 1,193 | |
Long-term lease liabilities | 295 | 111 | |
Total accrued and other long-term liabilities | $ 1,240 | $ 1,401 | $ 1,304 |
Simple Agreements for Future _3
Simple Agreements for Future Equity (SAFE) - Summary Of Simple Agreements for Future Equity (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Simple Agreements For Future Equity [Line Items] | ||
Losses reported from changes in fair value in the statement of operations | $ (24,215) | $ (12,345) |
SAFEs [Member] | Changes Measurement [Member] | ||
Simple Agreements For Future Equity [Line Items] | ||
Principal amount, inclusive of accrued interest and changes in fair value, if any | $ 0 | $ 122,588 |
Goodwill - Summary Of Carrying
Goodwill - Summary Of Carrying Amount Of Goodwill (Detail) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Goodwill [Line Items] | |||
Goodwill | $ 701,000 | $ 701,000 | $ 701,000 |
Autonomy Solutions [Member] | |||
Goodwill [Line Items] | |||
Goodwill | 687,000 | 687,000 | |
Other Component Sales [Member] | |||
Goodwill [Line Items] | |||
Goodwill | $ 14,000 | $ 14,000 |
Simple Agreements for Future _4
Simple Agreements for Future Equity (SAFE) (Detail) - USD ($) | Jun. 24, 2019 | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2019 | Dec. 31, 2017 |
Disclosure of Simple Agreements for Future Equity [Line Items] | ||||||
Loss in fair value of equity investment | $ (24,215,000) | $ (12,345,000) | ||||
Payments of Financing Costs | $ 361,000,000 | |||||
Preferred Stock [Member] | ||||||
Disclosure of Simple Agreements for Future Equity [Line Items] | ||||||
Preferred stock issued | 5,053,022 | |||||
Common Stock [Member] | ||||||
Disclosure of Simple Agreements for Future Equity [Line Items] | ||||||
Preferred stock issued | 264,990 | |||||
Shares, Outstanding | 10,244,043 | 10,244,043 | 9,855,336 | 10,244,043 | 9,337,270 | |
SAFEs [Member] | ||||||
Disclosure of Simple Agreements for Future Equity [Line Items] | ||||||
Shares, Issued | 0 | |||||
Shares, Outstanding | 0 | |||||
Loss in fair value of equity investment | $ 24,200,000 | |||||
Notes Payable | 5,600,000 | $ 5,600,000 | ||||
Payments of Financing Costs | $ 79,000 | $ 79,000 |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) | Aug. 20, 2020 | Jun. 06, 2020 | May 26, 2020 | Apr. 08, 2020 | Mar. 31, 2020 | Jun. 30, 2019 | Dec. 31, 2018 | Oct. 31, 2017 | Dec. 31, 2018 | Dec. 15, 2017 | Oct. 16, 2018 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Apr. 22, 2020 | Nov. 19, 2018 | Jul. 31, 2017 | Aug. 30, 2015 |
Debt Instrument [Line Items] | |||||||||||||||||||
Debt Instrument, Face Amount | $ 255,000,000 | ||||||||||||||||||
Effective Percentage Interest Rate | 15.58% | ||||||||||||||||||
Payment of Upfront fees | $ 108,000,000 | ||||||||||||||||||
Proceeds from Issuance of Warrants | 46,000,000 | ||||||||||||||||||
Debt Instrument, Maturity Date | Sep. 18, 2020 | ||||||||||||||||||
Proceeds from the issuance of debt | $ 31,910,000 | $ 0 | $ 5,940,000 | ||||||||||||||||
Debt instrument, Conversion price | $ 43.3039 | $ 43.3039 | |||||||||||||||||
Loss on extinguishment of debt | $ 866,000 | $ 6,124,000 | $ 6,124,000 | 0 | |||||||||||||||
Unamortized financing costs and discount | 86,000,000 | 146,000 | |||||||||||||||||
Debt Instrument carrying amount | 9,492,000 | $ 1,500,000 | |||||||||||||||||
Payments of Financing Costs | 361,000,000 | ||||||||||||||||||
Amortized of non-cash interest expense | 235,000,000 | ||||||||||||||||||
Line of Credit Facility, Remaining Borrowing Capacity | 1,400,000 | 1,400,000 | |||||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | 5,400,000 | 5,400,000 | |||||||||||||||||
Proceeds from Lines of Credit | $ 2,200,000 | ||||||||||||||||||
Debt instrument Settled amount | 58,000,000 | 58,000,000 | |||||||||||||||||
Newly issued Warrants | 46,000,000 | ||||||||||||||||||
Line of credit outstanding current | $ 549,000 | $ 549,000 | 52,000 | $ 51,000 | 51,000 | 549,000 | |||||||||||||
Amended Bridge Note [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Proceeds from Issuance of Warrants | 525,000,000 | ||||||||||||||||||
Loss on extinguishment of debt | $ 6,000,000 | ||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.00% | ||||||||||||||||||
Effective interest rate | 3.00% | ||||||||||||||||||
Debt instrument Settled amount | $ 58,000,000 | ||||||||||||||||||
Newly issued Warrants | 525,000,000 | ||||||||||||||||||
Long term debt maturity date | Aug. 11, 2016 | ||||||||||||||||||
Senior Secured Notes [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Proceeds from Issuance of Warrants | 253,000,000 | ||||||||||||||||||
Short-term Debt, Refinanced, Amount | 55,000,000 | ||||||||||||||||||
Newly issued Warrants | 253,000,000 | ||||||||||||||||||
Vehicle loan [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 73,000 | ||||||||||||||||||
Line of Credit Facility, Interest Rate During Period | 5.99% | ||||||||||||||||||
Long term debt maturity date | Nov. 10, 2022 | ||||||||||||||||||
Debt instrument frequency of periodic payment | 60 monthly | ||||||||||||||||||
Debt instrument date of first required payment | Dec. 10, 2017 | ||||||||||||||||||
Additional Equipment Loan [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 182,000 | $ 182,000 | $ 182,000 | ||||||||||||||||
Line of Credit Facility, Interest Rate During Period | 5.89% | ||||||||||||||||||
Long term debt maturity date | Nov. 14, 2023 | Nov. 14, 2023 | Nov. 14, 2023 | ||||||||||||||||
Debt instrument frequency of periodic payment | 60 monthly installments | ||||||||||||||||||
Debt instrument date of first required payment | Nov. 14, 2018 | ||||||||||||||||||
Revolving Credit Facility [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 500,000 | ||||||||||||||||||
Line of credit outstanding current | $ 500,000,000 | $ 500,000,000 | $ 500,000,000 | ||||||||||||||||
Revolving Credit Facility [Member] | Wall Street Journal [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt instrument description of variable interest rate spread | prime rate (Index) | ||||||||||||||||||
Equipment and Loan Agreement [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt Instrument carrying amount | 3,957,000 | $ 3,957,000 | 1,281,000 | 3,957,000 | |||||||||||||||
Line of Credit Facility, Current Borrowing Capacity | 4,000,000 | 4,000,000 | |||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.35% | ||||||||||||||||||
Effective interest rate | 10.35% | ||||||||||||||||||
Equipment and Loan Agreement [Member] | Maximum [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Effective Percentage Interest Rate | 13.96% | ||||||||||||||||||
Equipment and Loan Agreement [Member] | Minimum [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Effective Percentage Interest Rate | 10.37% | ||||||||||||||||||
Equipment and Loan Agreement [Member] | Three Promissory Note [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Proceeds from Lines of Credit | $ 3,200,000 | ||||||||||||||||||
Paycheck Protection Program Note [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt Instrument, Periodic Payment, Principal | $ 7,820,000 | ||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 1.00% | ||||||||||||||||||
Effective interest rate | 1.00% | ||||||||||||||||||
Debt Instrument, Periodic Payment | 7,840,000 | ||||||||||||||||||
Debt Instrument, Periodic Payment, Interest | $ 26,000,000 | ||||||||||||||||||
Paycheck Protection Program Note [Member] | Silicon Valley Bank [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt Instrument, Face Amount | $ 7,800,000 | ||||||||||||||||||
Equity investment option 1 [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Minuimum Equity investment | 25,000,000 | 25,000,000 | |||||||||||||||||
Equity investment option 2 [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Minuimum Equity investment | 10,000,000 | 10,000,000 | |||||||||||||||||
Equity investment option 3 [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Minuimum Equity investment | 30,000,000 | $ 30,000,000 | |||||||||||||||||
Debt Instrument, Redemption, Period One [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt Instrument, Periodic Payment, Principal | $ 20,000,000 | $ 5,000,000 | |||||||||||||||||
Repayments of Debt | $ 3,000,000 | $ 17,000,000 | |||||||||||||||||
Twenty seventeen Note [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Effective Percentage Interest Rate | 15.68% | 15.68% | |||||||||||||||||
Payment of Upfront fees | $ 382,000,000 | $ 382,000,000 | |||||||||||||||||
Proceeds from Issuance of Warrants | 480,000,000 | 480,000,000 | |||||||||||||||||
Minimum Liquidity amount | 2,000,000 | ||||||||||||||||||
Debt Instrument, Annual Principal Payment | 3,600,000 | ||||||||||||||||||
Debt Instrument carrying amount | 11,648,000 | 11,648,000 | 5,304,000 | 11,648,000 | |||||||||||||||
Newly issued Warrants | 480,000,000 | 480,000,000 | |||||||||||||||||
Twenty seventeen Note [Member] | Senior Secured Notes [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt Instrument, Face Amount | $ 15,000,000 | $ 15,000,000 | |||||||||||||||||
Debt Instrument, Interest Rate | 12.50% | 12.50% | |||||||||||||||||
Twenty Eighteen Notes [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt Instrument, Face Amount | $ 3,000,000 | ||||||||||||||||||
Debt Instrument, Interest Rate | 12.50% | ||||||||||||||||||
Effective Percentage Interest Rate | 15.58% | ||||||||||||||||||
Payment of Upfront fees | $ 108,000,000 | ||||||||||||||||||
Proceeds from Issuance of Warrants | 46,000,000 | ||||||||||||||||||
Minimum Liquidity amount | 2,000,000 | ||||||||||||||||||
Debt Instrument, Annual Principal Payment | $ 2,400,000 | ||||||||||||||||||
Debt Instrument carrying amount | $ 3,000,000 | $ 3,000,000 | $ 2,707,000 | $ 3,000,000 | |||||||||||||||
Newly issued Warrants | 46,000,000 | ||||||||||||||||||
Twenty Eighteen Notes [Member] | Senior Secured Notes [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt Instrument, Face Amount | $ 3,000,000 | ||||||||||||||||||
Debt Instrument, Interest Rate | 12.50% | ||||||||||||||||||
New Notes [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt Instrument, Interest Rate | 12.50% | 12.50% | |||||||||||||||||
Minimum Liquidity amount | $ 5,000,000 | $ 5,000,000 | |||||||||||||||||
Proceeds from the issuance of debt | $ 10,000,000 | ||||||||||||||||||
Debt Instrument,Term | 48 months | 48 months | |||||||||||||||||
Line of Credit Facility, Commitment Fee Percentage | 1.50% | 1.50% | |||||||||||||||||
Debt Instrument carrying amount | $ 30,000,000 | ||||||||||||||||||
Discount on issue of warrants | $ 1,200,000 | ||||||||||||||||||
New Notes [Member] | Series A Convertible Preferred shares [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt Instrument percentage | 10.00% |
Debt - Summarizes the outstandi
Debt - Summarizes the outstanding balances recorded for the Notes (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Aug. 30, 2015 |
Debt Instrument [Line Items] | ||||
Net carrying amount | $ 9,492 | $ 1,500 | ||
Less: current portion | $ 1,949 | 7,791 | $ 9,585 | |
Non-current portion | 26,877 | 1,555 | 9,301 | |
Equipment and Loan Agreement [Member] | ||||
Debt Instrument [Line Items] | ||||
Net carrying amount | 1,281 | 3,957 | ||
Less: current portion | 1,281 | 2,716 | ||
Non-current portion | 0 | 1,241 | ||
Twenty seventeen Note [Member] | ||||
Debt Instrument [Line Items] | ||||
Unamortized discount | (56) | (307) | ||
Net carrying amount | 5,304 | 11,648 | ||
Twenty Eighteen Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Unamortized discount | (81) | (151) | ||
Net carrying amount | 2,707 | 3,000 | ||
New Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Unamortized discount | (1,329) | |||
Net carrying amount | 30,000 | |||
Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Net carrying amount | 28,671 | 7,874 | 14,190 | |
Less: current portion | 1,897 | 6,459 | 6,320 | |
Non-current portion | $ 26,774 | 1,415 | 7,870 | |
Notes [Member] | Equipment and Loan Agreement [Member] | ||||
Debt Instrument [Line Items] | ||||
Unamortized discount | (9) | (66) | ||
Net carrying amount | $ 1,290 | $ 4,023 |
Debt - Summarizes the outstan_2
Debt - Summarizes the outstanding balances recorded for other long-term debt (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2018 |
Line of Credit Facility [Line Items] | ||||
Total | $ 156 | $ 191 | $ 191 | $ 739 |
Less: current portion | 52 | 51 | 51 | 549 |
Non-current portion | 104 | 140 | 140 | 190 |
Revolving Credit Facility [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Total | 0 | 500 | ||
Less: current portion | 500,000 | |||
Vehicle loan [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Total | 35 | 45 | 45 | 60 |
Additional Equipment Loan [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Total | $ 121 | $ 146 | $ 146 | $ 179 |
Debt - Summary Of Maturities Of
Debt - Summary Of Maturities Of Long-tem Debt (Detail) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | Aug. 30, 2015 |
Debt Disclosure [Abstract] | |||
2020 | $ 7,912 | ||
2021 | 1,489 | ||
2022 | 54 | ||
2023 | 37 | ||
2024 | 0 | ||
Total | 9,492 | $ 1,500 | |
Less unamortized debt cost | $ 86,000 | 146 | |
Long-term debt | $ 9,346 |
Warrants - Schedule Of Stockhol
Warrants - Schedule Of Stockholders Equity Note Warrants Or Rights (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Class of Warrant or Right [Line Items] | |||
Warrants and Rights Outstanding | $ 15,412 | $ 1,122 | $ 866 |
2017 Warrant | |||
Class of Warrant or Right [Line Items] | |||
Warrants and Rights Outstanding | 7,413 | 1,035 | 808 |
2018 Warrant | |||
Class of Warrant or Right [Line Items] | |||
Warrants and Rights Outstanding | 853 | 87 | $ 58 |
2020 Warrants | |||
Class of Warrant or Right [Line Items] | |||
Warrants and Rights Outstanding | $ 7,146 | $ 0 |
Warrants - Additional Informati
Warrants - Additional Information (Details) - USD ($) | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Class of Warrant or Right [Line Items] | |||||
Fair value adjustment of warrants | $ 12,562,000 | $ 164,000 | $ 256,000 | $ 143,000 | |
2017 Warrant | |||||
Class of Warrant or Right [Line Items] | |||||
Percentage of debt instrument | 10.00% | 10.00% | |||
Percentage of equity securities | 70.00% | 70.00% | |||
2018 Warrant | |||||
Class of Warrant or Right [Line Items] | |||||
Percentage of warrant amount exercisable | 10.00% | 10.00% | |||
2020 Warrants | Series A Convertible Preferred shares [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Percentage of additional issued | 10.00% |
Bridge Note - Additional Inform
Bridge Note - Additional Information (Detail) - USD ($) $ in Thousands | Jun. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Aug. 30, 2015 |
Short-term Debt [Line Items] | ||||||
Debt Instrument carrying amount | $ 9,492 | $ 1,500 | ||||
Debt instrument settled amount | 58,000 | $ 58,000 | ||||
Loss on extinguishment of debt | $ 866 | $ 6,124 | $ 6,124 | $ 0 | ||
Amended Bridge Note [Member] | ||||||
Short-term Debt [Line Items] | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.00% | |||||
Effective interest rate | 3.00% | |||||
Debt instrument settled amount | $ 58,000 | |||||
Loss on extinguishment of debt | $ 6,000 | |||||
Long term debt maturity date | Aug. 11, 2016 | |||||
Amended Bridge Note [Member] | Change Of Control [Member] | ||||||
Short-term Debt [Line Items] | ||||||
Debt instrument redemption price percentage | 200.00% | |||||
Amended Bridge Note [Member] | Carrying Value Of Debt On The Conversion Into Temporary Equity [Member] | ||||||
Short-term Debt [Line Items] | ||||||
Debt instrument carrying value on the date of conversion | $ 1,670 |
Convertible Preferred Stock - A
Convertible Preferred Stock - Additional Information (Details) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Sep. 30, 2020 | Jul. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Aug. 24, 2020 | Jun. 24, 2019 | |
Temporary Equity [Line Items] | ||||||||
Proceeds from Issuance of Redeemable Convertible Preferred Stock | $ 68,666,000 | $ 0 | ||||||
Share Price | $ 64.96 | $ 64.96 | $ 64.96 | |||||
Convertible Preferred Stock Shares Issued Upon Conversion Value | $ 11,529,000,000 | $ 5,282,000,000 | ||||||
Minimum | ||||||||
Temporary Equity [Line Items] | ||||||||
Share Price | $ 22.80 | $ 22.80 | $ 17.38 | |||||
Proceeds from Issuance Initial Public Offering | $ 100,000,000 | $ 100,000,000 | ||||||
Series A Redeemable Convertible Preferred Stock | ||||||||
Temporary Equity [Line Items] | ||||||||
Temporary equity shares authorised | 7,537,269 | 7,537,269 | 7,537,269 | 0 | ||||
Temporary equity par or stated value per share | $ 0.00001 | $ 0.00001 | $ 0.00001 | $ 0.00001 | $ 0.00001 | |||
Temporary equity issued during the period shares | 244,827 | 1,585,674 | 1,585,674 | |||||
Proceeds from Issuance of Redeemable Convertible Preferred Stock | $ 10,100,000 | $ 68,666,000 | ||||||
Temporary equity shares issued | 6,956,100 | 6,956,100 | 6,956,100 | 0 | ||||
Temporary Equity, Shares Outstanding | 6,956,100 | 6,956,100 | 6,956,100 | 6,956,100 | 0 | |||
Payment of stock issuance costs | $ 591,000 | |||||||
Series X Redeemable Convertible Preferred Stock | ||||||||
Temporary Equity [Line Items] | ||||||||
Temporary equity shares authorised | 1,472,905 | 1,472,905 | 0 | |||||
Temporary equity par or stated value per share | $ 0.00001 | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||||
Temporary equity issued during the period shares | 1,251,971 | 1,251,971 | ||||||
Temporary equity issue price per share | $ 135.79 | |||||||
Proceeds from Issuance of Redeemable Convertible Preferred Stock | $ 170,000,000 | $ 170,000,000 | $ 170,000,000 | |||||
Share Price | $ 140.78 | $ 140.78 | $ 140.78 | |||||
Convertible Preferred Stock Shares Issued Upon Conversion Value | $ 6,247,000,000 | $ 6,247,000,000 | ||||||
Temporary equity shares issued | 1,251,971 | 1,251,971 | 0 | |||||
Temporary Equity, Shares Outstanding | 1,251,971 | 1,251,971 | 0 | |||||
Redeemable Convertible Preferred Stock | ||||||||
Temporary Equity [Line Items] | ||||||||
Preferred Stock Dividend Rate Percentage | 6.00% | 6.00% | ||||||
Preferred Stock Dividends Declared Or Paid | $ 0 | $ 0 | ||||||
Preferred Stock, Conversion Basis | 1 to 1 | |||||||
Convertible Preferred Stock Shares Issued Upon Conversion Value | $ 6,250,000 | $ 5,280,000 | $ 5,300,000 | |||||
Temporary equity shares issued | 0 | |||||||
Temporary Equity, Shares Outstanding | 0 |
Convertible Preferred Stock - S
Convertible Preferred Stock - Summary of original issue price and liquidation value of convertible preferred stock (Details) - Preferred Stock [Member] - $ / shares | Sep. 30, 2020 | Dec. 31, 2019 |
Temporary Equity [Line Items] | ||
Temporary equity shares authorised | 7,537,269 | |
Temporary Equity, Shares Issued | 6,956,100 | |
Temporary Equity, Shares Outstanding | 6,956,100 | |
Series A | ||
Temporary Equity [Line Items] | ||
Temporary equity shares authorised | 2,228,361 | 2,228,361 |
Temporary Equity, Shares Issued | 1,660,839 | 1,660,839 |
Temporary Equity, Shares Outstanding | 1,660,839 | 1,660,839 |
Temporary Equity, Liquidation Preference Per Share | $ 43.30 | $ 43.30 |
Series A-1 | ||
Temporary Equity [Line Items] | ||
Temporary equity shares authorised | 163,306 | 163,306 |
Temporary Equity, Shares Issued | 163,306 | 163,306 |
Temporary Equity, Shares Outstanding | 163,306 | 163,306 |
Temporary Equity, Liquidation Preference Per Share | $ 15.31 | $ 15.31 |
Series A-2 | ||
Temporary Equity [Line Items] | ||
Temporary equity shares authorised | 1,322,780 | 1,322,780 |
Temporary Equity, Shares Issued | 1,322,780 | 1,322,780 |
Temporary Equity, Shares Outstanding | 1,322,780 | 1,322,780 |
Temporary Equity, Liquidation Preference Per Share | $ 15.12 | $ 15.12 |
Series A-3 | ||
Temporary Equity [Line Items] | ||
Temporary equity shares authorised | 223,548 | 223,548 |
Temporary Equity, Shares Issued | 223,548 | 223,548 |
Temporary Equity, Shares Outstanding | 223,548 | 223,548 |
Temporary Equity, Liquidation Preference Per Share | $ 17.89 | $ 17.89 |
Series A-4 | ||
Temporary Equity [Line Items] | ||
Temporary equity shares authorised | 49,827 | 49,827 |
Temporary Equity, Shares Issued | 49,827 | 49,827 |
Temporary Equity, Shares Outstanding | 49,827 | 49,827 |
Temporary Equity, Liquidation Preference Per Share | $ 20.07 | $ 20.07 |
Series A-5 | ||
Temporary Equity [Line Items] | ||
Temporary equity shares authorised | 137,715 | 137,715 |
Temporary Equity, Shares Issued | 124,068 | 124,068 |
Temporary Equity, Shares Outstanding | 124,068 | 124,068 |
Temporary Equity, Liquidation Preference Per Share | $ 20.15 | $ 20.15 |
Series A-6 | ||
Temporary Equity [Line Items] | ||
Temporary equity shares authorised | 247,420 | 247,420 |
Temporary Equity, Shares Issued | 247,420 | 247,420 |
Temporary Equity, Shares Outstanding | 247,420 | 247,420 |
Temporary Equity, Liquidation Preference Per Share | $ 30.31 | $ 30.31 |
Series A-7 | ||
Temporary Equity [Line Items] | ||
Temporary equity shares authorised | 1,459,656 | 1,459,656 |
Temporary Equity, Shares Issued | 1,459,656 | 1,459,656 |
Temporary Equity, Shares Outstanding | 1,459,656 | 1,459,656 |
Temporary Equity, Liquidation Preference Per Share | $ 34.64 | $ 34.64 |
Series A-8 | ||
Temporary Equity [Line Items] | ||
Temporary equity shares authorised | 385,777 | 385,777 |
Temporary Equity, Shares Issued | 385,777 | 385,777 |
Temporary Equity, Shares Outstanding | 385,777 | 385,777 |
Temporary Equity, Liquidation Preference Per Share | $ 36.81 | $ 36.81 |
Series A-9 | ||
Temporary Equity [Line Items] | ||
Temporary equity shares authorised | 748,674 | 748,674 |
Temporary Equity, Shares Issued | 748,674 | 748,674 |
Temporary Equity, Shares Outstanding | 748,674 | 748,674 |
Temporary Equity, Liquidation Preference Per Share | $ 38.97 | $ 38.97 |
Series A-10 | ||
Temporary Equity [Line Items] | ||
Temporary equity shares authorised | 252,801 | 252,801 |
Temporary Equity, Shares Issued | 252,801 | 252,801 |
Temporary Equity, Shares Outstanding | 252,801 | 252,801 |
Temporary Equity, Liquidation Preference Per Share | $ 41.14 | $ 41.14 |
Series A-11 | ||
Temporary Equity [Line Items] | ||
Temporary equity shares authorised | 317,404 | 317,404 |
Temporary Equity, Shares Issued | 317,404 | 317,404 |
Temporary Equity, Shares Outstanding | 317,404 | 317,404 |
Temporary Equity, Liquidation Preference Per Share | $ 5.27 | $ 5.27 |
Series X | ||
Temporary Equity [Line Items] | ||
Temporary equity shares authorised | 1,472,905 | |
Temporary Equity, Shares Issued | 1,251,971 | |
Temporary Equity, Shares Outstanding | 1,251,971 | |
Temporary Equity, Liquidation Preference Per Share | $ 135.79 |
Convertible Preferred Stock -_2
Convertible Preferred Stock - Summary of conversion prices of each series of preferred stock (Details) - $ / shares | Sep. 30, 2020 | Dec. 31, 2019 |
Series A | ||
Temporary Equity [Line Items] | ||
Effective Conversion Price | $ 43.30 | $ 43.30 |
Series A-1 | ||
Temporary Equity [Line Items] | ||
Effective Conversion Price | 15.31 | 15.31 |
Series A-2 | ||
Temporary Equity [Line Items] | ||
Effective Conversion Price | 15.12 | 15.12 |
Series A-3 | ||
Temporary Equity [Line Items] | ||
Effective Conversion Price | 17.89 | 17.89 |
Series A-4 | ||
Temporary Equity [Line Items] | ||
Effective Conversion Price | 20.07 | 20.07 |
Series A-5 | ||
Temporary Equity [Line Items] | ||
Effective Conversion Price | 20.15 | 20.15 |
Series A-6 | ||
Temporary Equity [Line Items] | ||
Effective Conversion Price | 30.31 | 30.31 |
Series A-7 | ||
Temporary Equity [Line Items] | ||
Effective Conversion Price | 34.64 | 34.64 |
Series A-8 | ||
Temporary Equity [Line Items] | ||
Effective Conversion Price | 36.81 | 36.81 |
Series A-9 | ||
Temporary Equity [Line Items] | ||
Effective Conversion Price | 38.97 | 38.97 |
Series A-10 | ||
Temporary Equity [Line Items] | ||
Effective Conversion Price | 41.14 | 41.14 |
Series A-11 | ||
Temporary Equity [Line Items] | ||
Effective Conversion Price | 24.30 | 24.30 |
Series X | ||
Temporary Equity [Line Items] | ||
Effective Conversion Price | $ 135.79 | $ 135.79 |
Convertible Preferred Stock -_3
Convertible Preferred Stock - Summary of Beneficial conversion Feature And Commitment Date of Preferred Stock (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Temporary Equity [Line Items] | ||
Fair value of the Common Stock | $ 64.96 | $ 64.96 |
BCF | $ 11,529,000 | $ 5,282,000 |
Series A | Beneficial Conversion Commitment Date One | ||
Temporary Equity [Line Items] | ||
Type of Consideration received (cash or settlement of other instruments) | Cash | Cash |
Effective Conversion Price | $ 43.30 | $ 43.30 |
Fair value of the Common Stock | $ 18.59 | $ 18.59 |
Number of Shares Issuable upon Conversion | 648,069 | 648,069 |
Series A | Beneficial Conversion Commitment Date Two | ||
Temporary Equity [Line Items] | ||
Type of Consideration received (cash or settlement of other instruments) | Settlement of SAFEs | Settlement of SAFEs |
Effective Conversion Price | $ 43.30 | $ 43.30 |
Fair value of the Common Stock | $ 18.59 | $ 18.59 |
Number of Shares Issuable upon Conversion | 75,165 | 75,165 |
Series A | Beneficial Conversion Commitment Date Three | ||
Temporary Equity [Line Items] | ||
Type of Consideration received (cash or settlement of other instruments) | Cash | Cash |
Effective Conversion Price | $ 43.30 | $ 43.30 |
Fair value of the Common Stock | $ 18.59 | $ 18.59 |
Number of Shares Issuable upon Conversion | 692,778 | 692,778 |
Series A | Beneficial Conversion Commitment Date Four | ||
Temporary Equity [Line Items] | ||
Type of Consideration received (cash or settlement of other instruments) | Cash | Cash |
Effective Conversion Price | $ 43.30 | $ 43.30 |
Fair value of the Common Stock | $ 18.59 | $ 18.59 |
Number of Shares Issuable upon Conversion | 11,546 | 11,546 |
Series A | Beneficial Conversion Commitment Date Five | ||
Temporary Equity [Line Items] | ||
Type of Consideration received (cash or settlement of other instruments) | Cash | |
Effective Conversion Price | $ 43.30 | |
Fair value of the Common Stock | $ 18.59 | |
Number of Shares Issuable upon Conversion | 233,281 | |
Series A-1 | ||
Temporary Equity [Line Items] | ||
Type of Consideration received (cash or settlement of other instruments) | Settlement of SAFEs | Settlement of SAFEs |
Effective Conversion Price | $ 15.31 | $ 15.31 |
Fair value of the Common Stock | $ 18.59 | $ 18.59 |
Number of Shares Issuable upon Conversion | 163,306 | 163,306 |
BCF | $ 536,000 | $ 536,000 |
Series A-2 | ||
Temporary Equity [Line Items] | ||
Type of Consideration received (cash or settlement of other instruments) | Settlement of SAFEs | Settlement of SAFEs |
Effective Conversion Price | $ 15.12 | $ 15.12 |
Fair value of the Common Stock | $ 18.59 | $ 18.59 |
Number of Shares Issuable upon Conversion | 1,322,780 | 1,322,780 |
BCF | $ 4,590,000 | $ 4,590,000 |
Series A-3 | ||
Temporary Equity [Line Items] | ||
Type of Consideration received (cash or settlement of other instruments) | Settlement of SAFEs | Settlement of SAFEs |
Effective Conversion Price | $ 17.89 | $ 17.89 |
Fair value of the Common Stock | $ 18.59 | $ 18.59 |
Number of Shares Issuable upon Conversion | 223,548 | 223,548 |
BCF | $ 156,000 | $ 156,000 |
Series A-4 | ||
Temporary Equity [Line Items] | ||
Type of Consideration received (cash or settlement of other instruments) | Settlement of SAFEs | Settlement of SAFEs |
Effective Conversion Price | $ 20.07 | $ 20.07 |
Fair value of the Common Stock | $ 18.59 | $ 18.59 |
Number of Shares Issuable upon Conversion | 49,827 | 49,827 |
Series A-5 | ||
Temporary Equity [Line Items] | ||
Type of Consideration received (cash or settlement of other instruments) | Settlement of SAFEs | Settlement of SAFEs |
Effective Conversion Price | $ 20.15 | $ 20.15 |
Fair value of the Common Stock | $ 18.59 | $ 18.59 |
Number of Shares Issuable upon Conversion | 124,068 | 124,068 |
Series A-6 | ||
Temporary Equity [Line Items] | ||
Type of Consideration received (cash or settlement of other instruments) | Settlement of SAFEs | Settlement of SAFEs |
Effective Conversion Price | $ 30.31 | $ 30.31 |
Fair value of the Common Stock | $ 18.59 | $ 18.59 |
Number of Shares Issuable upon Conversion | 247,420 | 247,420 |
Series A-7 | ||
Temporary Equity [Line Items] | ||
Type of Consideration received (cash or settlement of other instruments) | Settlement of SAFEs | Settlement of SAFEs |
Effective Conversion Price | $ 34.64 | $ 34.64 |
Fair value of the Common Stock | $ 18.59 | $ 18.59 |
Number of Shares Issuable upon Conversion | 1,459,656 | 1,459,656 |
Series A-8 | ||
Temporary Equity [Line Items] | ||
Type of Consideration received (cash or settlement of other instruments) | Settlement of SAFEs | Settlement of SAFEs |
Effective Conversion Price | $ 36.81 | $ 36.81 |
Fair value of the Common Stock | $ 18.59 | $ 18.59 |
Number of Shares Issuable upon Conversion | 385,777 | 385,777 |
Series A-9 | ||
Temporary Equity [Line Items] | ||
Type of Consideration received (cash or settlement of other instruments) | Settlement of SAFEs | Settlement of SAFEs |
Effective Conversion Price | $ 38.97 | $ 38.97 |
Fair value of the Common Stock | $ 18.59 | $ 18.59 |
Number of Shares Issuable upon Conversion | 748,674 | 748,674 |
Series A-10 | ||
Temporary Equity [Line Items] | ||
Type of Consideration received (cash or settlement of other instruments) | Settlement of SAFEs | Settlement of SAFEs |
Effective Conversion Price | $ 41.14 | $ 41.14 |
Fair value of the Common Stock | $ 18.59 | $ 18.59 |
Number of Shares Issuable upon Conversion | 252,801 | 252,801 |
Series A-11 | ||
Temporary Equity [Line Items] | ||
Type of Consideration received (cash or settlement of other instruments) | Settlement of Note | Settlement of Note |
Effective Conversion Price | $ 24.30 | $ 24.30 |
Fair value of the Common Stock | $ 18.59 | $ 18.59 |
Number of Shares Issuable upon Conversion | 317,404 | 317,404 |
Series X | ||
Temporary Equity [Line Items] | ||
Type of Consideration received (cash or settlement of other instruments) | Cash | Cash |
Effective Conversion Price | $ 135.79 | $ 135.79 |
Fair value of the Common Stock | $ 140.78 | $ 140.78 |
Number of Shares Issuable upon Conversion | 1,251,971 | 1,251,971 |
BCF | $ 6,247,000 | $ 6,247,000 |
Deferred Underwriting Compens_2
Deferred Underwriting Compensation - Additional Information (Details) - Gores Metropoulos, Inc. - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Deferred underwriting compensation | $ 14,000,000 | $ 14,000,000 |
Percentage of deferred underwriting discount | 3.50% | 3.50% |
Deferred underwriting discount if business combination not completed | $ 0 | $ 0 |
Investments and Cash Held In _2
Investments and Cash Held In Trust - Additional Information (Details) - Gores Metropoulos, Inc. - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Investments And Cash Held In Trust [Line Items] | ||
Investments and cash held in Trust Account | $ 405,725,195 | $ 406,434,959 |
Money Market Funds | ||
Investments And Cash Held In Trust [Line Items] | ||
Investments and cash held in Trust Account | $ 405,725,195 | |
United States Treasury Bills | ||
Investments And Cash Held In Trust [Line Items] | ||
Investments and cash held in Trust Account | 406,434,735 | |
Cash | ||
Investments And Cash Held In Trust [Line Items] | ||
Investments and cash held in Trust Account | $ 224 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) | 9 Months Ended | ||||
Sep. 30, 2020Vote$ / sharesshares | Dec. 31, 2020$ / shares | Dec. 31, 2019Vote$ / sharesshares | Sep. 30, 2019shares | Dec. 31, 2018$ / sharesshares | |
Class Of Stock [Line Items] | |||||
Stockholder equity split | one-to-one | ||||
Treasury stock shares outstanding | 480,965 | 363,766 | 262,116 | ||
Common Class A [Member] | |||||
Class Of Stock [Line Items] | |||||
Common stock, shares authorized | 31,500,000 | 20,800,000 | 13,000,000 | ||
Common stock, par value | $ / shares | $ 0.00001 | $ 0.00001 | $ 0.00001 | $ 0.00001 | |
Common stock, shares issued | 10,244,043 | 10,244,043 | 9,855,336 | ||
Common stock, shares outstanding | 9,763,078 | 9,880,277 | 9,593,220 | ||
Common Class B [Member] | |||||
Class Of Stock [Line Items] | |||||
Common stock voting rights | ten votes | ||||
Common stock, shares authorized | 7,711,738 | 0 | |||
Common stock, par value | $ / shares | $ 0.00001 | $ 0.00001 | |||
Common stock, shares issued | 0 | 0 | |||
Common stock, shares outstanding | 0 | 0 | |||
Common Stock [Member] | |||||
Class Of Stock [Line Items] | |||||
Common stock, shares authorized | 20,800,000 | 13,000,000 | |||
Common stock, shares outstanding | 9,880,277 | 9,593,220 | |||
Founder Shares | |||||
Class Of Stock [Line Items] | |||||
Preferred stock, shares issued | 1,922,600 | 1,922,600 | |||
Gores Metropoulos, Inc. | |||||
Class Of Stock [Line Items] | |||||
Common stock, shares authorized | 220,000,000 | 220,000,000 | |||
Number of votes for each share | Vote | 1 | 1 | |||
Common stock shares issued inclusive of shares subject to redemption | 40,000,000 | ||||
Class A common stock subject to possible redemption (in shares) | 38,420,462 | 38,713,476 | 38,639,955 | 0 | |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | ||
Preferred stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Preferred stock, shares issued | 0 | 0 | 0 | ||
Preferred stock, shares outstanding | 0 | 0 | 0 | ||
Gores Metropoulos, Inc. | Common Class A [Member] | |||||
Class Of Stock [Line Items] | |||||
Common stock, shares authorized | 200,000,000 | 200,000,000 | 200,000,000 | ||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common stock shares issued inclusive of shares subject to redemption | 40,000,000 | ||||
Common stock shares outstanding inclusive of shares subject to redemption | 40,000,000 | ||||
Class A common stock subject to possible redemption (in shares) | 38,713,476 | 0 | |||
Common stock, shares issued | 1,579,538 | 1,286,524 | 0 | ||
Common stock, shares outstanding | 1,579,538 | 1,286,524 | 0 | ||
Gores Metropoulos, Inc. | Class F Common Stock | |||||
Class Of Stock [Line Items] | |||||
Common stock, shares authorized | 20,000,000 | 20,000,000 | 20,000,000 | ||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common stock, shares issued | 10,000,000 | 10,000,000 | 10,000,000 | ||
Common stock, shares outstanding | 10,000,000 | 10,000,000 | |||
Gores Metropoulos, Inc. | Founder Shares | |||||
Class Of Stock [Line Items] | |||||
Common stock, shares authorized | 20,000,000 | ||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |||
Common stock, shares issued | 10,000,000 | ||||
Common stock, shares outstanding | 10,000,000 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) $ in Millions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020USD ($) | Dec. 31, 2019USD ($) | |
Warrants options term | 3 years | |
SAFEs [Member] | ||
Warrants options risk free rate | 30.00% | |
With IPO [Member] | ||
Assumed total equity valuation | $ 3,300 | |
Warrants options term | 1 month 15 days | |
Warrants options volatility | 76.20% | |
Warrants options risk free rate | 0.08% | |
Percentage of occurrence of ipo | 95 | |
No IPO [Member] | ||
Assumed total equity valuation | $ 1,900 | |
Warrants options term | 2 years 1 month 15 days | |
Warrants options volatility | 72.10% | |
Warrants options risk free rate | 0.13% | |
Weightage being assigned to the value derived in the IPO | 5 | |
Warrant [Member] | ||
Assumed total equity valuation | $ 640 | |
Warrants options volatility | 49.60% | |
Warrants options risk free rate | 1.62% | |
Warrant [Member] | No IPO [Member] | ||
Warrants options risk free rate | 35.00% | 35.00% |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Assets Measured at Fair Value on Recurring Basis (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Assets: | |||
Assets | $ 117,130,000 | $ 6,659,000 | |
Liabilities: | |||
Liabilities | 15,412,000 | 1,122,000 | $ 123,454,000 |
Quoted Prices in Active Markets (Level 1) | |||
Assets: | |||
Assets | 4,098,000 | 749,000 | |
Significant Other Observable Inputs (Level 2) | |||
Assets: | |||
Assets | 111,782,000 | 5,910,000 | |
Significant Other Unobservable Inputs (Level 3) | |||
Assets: | |||
Assets | 1,250,000 | ||
Liabilities: | |||
Liabilities | 15,412,000 | 1,122,000 | 123,454,000 |
Fair Value, Measurements, Recurring | Gores Metropoulos, Inc. | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Investments and cash held in Trust Account | 405,725,195 | 406,434,959 | |
Assets: | |||
Assets | 405,725,195 | 406,434,959 | |
Fair Value, Measurements, Recurring | Quoted Prices in Active Markets (Level 1) | Gores Metropoulos, Inc. | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Investments and cash held in Trust Account | 405,725,195 | 406,434,959 | |
Assets: | |||
Assets | 405,725,195 | 406,434,959 | |
Commercial papers | |||
Assets: | |||
Assets | 61,594,000 | 3,212,000 | |
Commercial papers | Significant Other Observable Inputs (Level 2) | |||
Assets: | |||
Assets | 61,594,000 | 3,212,000 | |
Corporate debt securities | |||
Assets: | |||
Assets | 41,980,000 | 2,698,000 | |
Corporate debt securities | Significant Other Observable Inputs (Level 2) | |||
Assets: | |||
Assets | 41,980,000 | 2,698,000 | |
Treasury bills | |||
Assets: | |||
Assets | 4,098,000 | 749,000 | |
Treasury bills | Quoted Prices in Active Markets (Level 1) | |||
Assets: | |||
Assets | 4,098,000 | 749,000 | |
Agency securities | |||
Assets: | |||
Assets | 1,999,000 | ||
Agency securities | Significant Other Observable Inputs (Level 2) | |||
Assets: | |||
Assets | 1,999,000 | ||
Asset backed securities | |||
Assets: | |||
Assets | 6,440,000 | ||
Asset backed securities | Significant Other Observable Inputs (Level 2) | |||
Assets: | |||
Assets | 5,190,000 | ||
Asset backed securities | Significant Other Unobservable Inputs (Level 3) | |||
Assets: | |||
Assets | 1,250,000 | ||
Foreign corporate debt | |||
Assets: | |||
Assets | 1,019,000 | ||
Foreign corporate debt | Significant Other Observable Inputs (Level 2) | |||
Assets: | |||
Assets | 1,019,000 | ||
Foreign corporate debt | Significant Other Unobservable Inputs (Level 3) | |||
Assets: | |||
Assets | 0 | ||
SAFEs [Member] | |||
Liabilities: | |||
Liabilities | 122,588,000 | ||
SAFEs [Member] | Significant Other Unobservable Inputs (Level 3) | |||
Liabilities: | |||
Liabilities | 122,588,000 | ||
2017 Warrant | |||
Liabilities: | |||
Liabilities | 7,413,000 | 1,035,000 | 808,000 |
2017 Warrant | Significant Other Unobservable Inputs (Level 3) | |||
Liabilities: | |||
Liabilities | 7,413,000 | 1,035,000 | 808,000 |
2018 Warrant | |||
Liabilities: | |||
Liabilities | 853,000 | 87,000 | 58,000 |
2018 Warrant | Significant Other Unobservable Inputs (Level 3) | |||
Liabilities: | |||
Liabilities | 853,000 | $ 87,000 | $ 58,000 |
2020 Warrants | |||
Liabilities: | |||
Liabilities | 7,146,000 | ||
2020 Warrants | Significant Other Unobservable Inputs (Level 3) | |||
Liabilities: | |||
Liabilities | $ 7,146,000 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value Measurement With Unobservable Inputs Reconciliation Liability Transfers Into Level 3 (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
2017 Warrant | ||||
Fair Value Measurement With Unobservable Inputs Reconciliation Liability Transfers Into Level3 [Line Items] | ||||
Balance-beginning of period | $ 1,035 | $ 808 | $ 808 | $ 723 |
Additions | 0 | |||
Measurement adjustments | 6,378 | 147 | 227 | 85 |
Balance-end of period | 7,413 | 955 | 1,035 | 808 |
2018 Warrant | ||||
Fair Value Measurement With Unobservable Inputs Reconciliation Liability Transfers Into Level3 [Line Items] | ||||
Balance-beginning of period | 87 | 58 | 58 | |
Measurement adjustments | 766 | 17 | 29 | 58 |
Balance-end of period | 853 | 75 | 87 | 58 |
2020 Warrants | ||||
Fair Value Measurement With Unobservable Inputs Reconciliation Liability Transfers Into Level3 [Line Items] | ||||
Balance-beginning of period | ||||
Additions | 1,728 | |||
Measurement adjustments | 5,418 | |||
Balance-end of period | 7,146 | |||
SAFEs [Member] | ||||
Fair Value Measurement With Unobservable Inputs Reconciliation Liability Transfers Into Level3 [Line Items] | ||||
Balance-beginning of period | $ 0 | 122,588 | 122,588 | 43,775 |
Additions | 37,379 | 37,379 | 66,467 | |
Exercise or conversion | (184,182) | (184,182) | ||
Measurement adjustments | 24,215 | 24,215 | 12,345 | |
Balance-end of period | $ 0 | $ 122,588 |
Earnings (Loss) Per Share - Sch
Earnings (Loss) Per Share - Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Numerator [Abstract] | ||||
Net loss | $ (72,227) | $ (76,774) | $ (94,718) | $ (79,550) |
Deemed dividend attributable to BCF | (6,247) | (5,282) | (5,282) | |
Net loss attributable to common shareholders | $ (78,474) | $ (82,056) | $ (100,000) | $ (79,550) |
Denominator [Abstract] | ||||
Weighted average Common shares outstanding- Basic | 9,510,996 | 8,676,669 | 8,718,104 | 6,631,873 |
Weighted average Common shares outstanding- Diluted | 9,510,996 | 8,676,669 | 8,718,104 | 6,631,873 |
Net loss per shares attributable to Common shareholders-Basic and Diluted | $ (8.25) | $ (9.46) | $ (11.47) | $ (12) |
Earnings (Loss) Per Share - S_2
Earnings (Loss) Per Share - Schedule Of Antidilutive Securities Excluded From Computation Of Earnings (Details) - shares | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 11,936,217 | 9,641,579 | 9,776,176 | 8,176,110 |
SAFEs [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0 | 4,488,738 | ||
Warrant [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 444,023 | 71,281 | 71,281 | 71,281 |
Share-based Payment Arrangement, Option [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,199,974 | 148,988 | 365,938 | 0 |
Restricted Stock [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 161,549 | 542,610 | 460,257 | 1,693,491 |
Series A Redeemable Preferred Stock [Member] | Convertible Preferred Stock [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 6,956,100 | 6,956,100 | 6,956,100 | 0 |
Series X Preferred Stock [Member] | Convertible Preferred Stock [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,251,971 | 0 | ||
Founders Preferred Stock [Member] | Convertible Preferred Stock [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,922,600 | 1,922,600 | 1,922,600 | 1,922,600 |
Stock-based Compensation - Addi
Stock-based Compensation - Additional information (Details) - USD ($) | Jun. 30, 2019 | Jun. 30, 2015 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Mar. 20, 2020 | Jun. 24, 2019 | Dec. 31, 2017 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Options grants in period | 921,721 | 366,988 | |||||||
Share based compensation expense | $ 4,710,000 | $ 1,856,000 | $ 2,702,000 | $ 2,062,000 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 9.21 | $ 0 | |||||||
Share Based Compensation Arrangement By Share Based Payment Award Options Grants In Period Total Fair Value | $ 239,000 | ||||||||
Volvo Stock Purchase Warrant [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Exercise price of warrants | $ 43.3039 | ||||||||
Fair value of warrants | $ 2,900,000 | ||||||||
Series A Redeemable Convertible Preferred Stock [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Temporary equity par or stated value per share | $ 0.00001 | $ 0.00001 | $ 0.00001 | $ 0.00001 | |||||
Series A Redeemable Convertible Preferred Stock [Member] | Volvo Stock Purchase Warrant [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of warrants sold | 300,000 | ||||||||
Temporary equity par or stated value per share | $ 0.00001 | ||||||||
Share-based Payment Arrangement, Nonemployee [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Share based compensation by share based payment arrangements equity instruments other than options non vested number | 624 | 1,999 | 17,218 | 37,989 | |||||
Restricted Stock [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Share based compensation by share based payment arrangements equity instruments other than options non vested number | 160,925 | 458,257 | 1,676,273 | 3,534,436 | |||||
Proceeds from restricted stock | $ 61,000,000 | ||||||||
Tax benefit in respect of restricted stock issued | 0 | ||||||||
Restricted Stock [Member] | Tax Benefit From Restricted Stock Issue [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Tax benefit in respect of restricted stock issued | $ 0 | ||||||||
2015 Stock Plan [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Share based payment award number of shares authorized | 3,083,105 | 2,583,105 | |||||||
2015 Stock Plan [Member] | Chief Executive Officer [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Stock issued during period shares restricted stock award | 6,519,750 | ||||||||
2015 Stock Plan [Member] | Other Individuals [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Stock issued during period shares restricted stock award | 960,000 | ||||||||
2015 Stock Plan [Member] | Restricted Stock [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Award vesting period | 4 years | 4 years | |||||||
Share based compensation expense | $ 2,400,000 | 1,800,000 | $ 2,400,000 | $ 1,700,000 | |||||
Unrecognized stock-based compensation expense period for recognition | 1 year 5 months 26 days | 1 year 8 months 23 days | |||||||
Restricted Stock Vested In Period Total Fair Value | $ 1,600,000 | 2,000,000 | $ 2,500,000 | ||||||
Unrecognized stock-based compensation expense other than stock option | $ 2,200,000 | $ 3,700,000 | |||||||
2015 Stock Plan [Member] | Restricted Stock [Member] | Share-based Payment Arrangement, Nonemployee [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Unrecognized stock-based compensation expense period for recognition | 1 year 4 months 6 days | 1 year 7 months 2 days | |||||||
Unrecognized stock-based compensation expense other than stock option | $ 9,623,000,000 | $ 44,000 | $ 320,000 | ||||||
2015 Stock Plan [Member] | Restricted Stock [Member] | Chief Executive Officer [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Stock issued during period shares restricted stock award | 6,519,750 | ||||||||
Share based compensation by share based payment arrangements equity instruments other than options non vested number | 814,969 | ||||||||
2015 Stock Plan [Member] | Restricted Stock [Member] | Other Individuals [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Stock issued during period shares restricted stock award | 960,000 | ||||||||
Share based compensation by share based payment arrangements equity instruments other than options non vested number | 125,000 | ||||||||
2015 Stock Plan [Member] | Restricted Stock [Member] | Share-based Payment Arrangement, Tranche One [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Award vesting rights percentage | 25.00% | 25.00% | 25.00% | ||||||
2015 Stock Plan [Member] | Restricted Stock [Member] | Share-based Payment Arrangement, Tranche Two [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Award vesting period | 36 months | 36 months | 36 months | ||||||
Award vesting rights percentage | 75.00% | 75.00% | 75.00% | ||||||
2015 Stock Plan [Member] | Employee Stock Option [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Award vesting period | 4 years | 4 years | |||||||
Award expiration period | 10 years | 10 years | |||||||
Options grants in period | 921,721 | ||||||||
Share based compensation expense | $ 2,200,000 | $ 50,000 | $ 240,000 | ||||||
Unrecognized stock-based compensation expense stock option | $ 12,500,000 | $ 3,200,000 | |||||||
Unrecognized stock-based compensation expense period for recognition | 2 years 1 month 17 days | 2 years 7 months 2 days | |||||||
2015 Stock Plan [Member] | Employee Stock Option [Member] | Share-based Payment Arrangement, Tranche One [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Award vesting rights percentage | 25.00% | 25.00% | |||||||
2015 Stock Plan [Member] | Employee Stock Option [Member] | Share-based Payment Arrangement, Tranche Two [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Award vesting period | 36 months | 36 months | |||||||
Award vesting rights percentage | 75.00% | 75.00% |
Stock-based Compensation - Summ
Stock-based Compensation - Summary of Fair Value of Each Option Grant Estimated Using Black-Scholes Option-pricing Model (Details) - $ / shares | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |||
Expected term (years) | 3 years | |||||
Common stock (price per share) | $ 64.96 | $ 64.96 | ||||
Expected volatility | [1] | 49.30% | 44.60% | 44.60% | ||
Expected volatility | [1] | 51.90% | 49.30% | 49.30% | ||
Risk-free interest rate | [2] | 0.40% | 1.60% | |||
Risk-free interest rate | [2] | 1.80% | 1.90% | |||
Dividend yield | [3] | 0.00% | 0.00% | [4] | ||
Minimum [Member] | ||||||
Expected term (years) | [5] | 5 years 11 months 15 days | 5 years 3 months 7 days | 5 years 3 months 7 days | ||
Common stock (price per share) | $ 22.80 | $ 17.38 | ||||
Maximum [Member] | ||||||
Expected term (years) | [5] | 6 years 7 days | 6 years 7 days | 6 years 7 days | ||
Common stock (price per share) | $ 76.93 | $ 22.80 | ||||
[1] | Volatility, or the standard deviation of annualized returns, was calculated based on comparable companies’ report volatilities. | |||||
[2] | Risk free rate was obtained from US treasury notes for the expected terms noted as of the valuation date. | |||||
[3] | The Company has assumed a dividend yield of zero as they have no plans to declare dividends in the foreseeable future. | |||||
[4] | The Company has assumed a dividend yield of zero as it has no plans to declare dividends in the foreseeable future. | |||||
[5] | The expected term is the length of time the grant is expected to be outstanding before it is exercised or terminated. This number is calculated as the midpoint between the vesting term and the original contractual term (contractual period to exercise). If the option contains graded vesting, then the vesting term would be based on the vesting pattern. |
Stock-based Compensation - Su_2
Stock-based Compensation - Summary of stock options (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | ||||
Outstanding as of December 31, 2019 | 365,938 | |||
Granted | 921,721 | 366,988 | ||
Forfeited | (87,685) | (1,050) | ||
Outstanding as of September 30, 2020 | 1,199,974 | 365,938 | ||
Vested and exercisable as of September 30, 2020 | 59,538 | 26,035 | ||
Vested and expected to vest as of September 30, 2020 | 1,199,974 | 365,938 | ||
Outstanding as of December 31, 2019 | $ 22.73 | |||
Granted | 22.73 | $ 22.73 | ||
Forfeited | 22.73 | 22.73 | ||
Outstanding as of September 30, 2020 | 22.73 | 22.73 | ||
Vested and exercisable as of September 30, 2020 | $ 22.73 | $ 22.73 | $ 22.73 | $ 22.73 |
Vested and expected to vest as of September 30, 2020 | $ 22.73 | $ 22.73 | ||
Outstanding as of December 31, 2019 | 9 years 3 months 25 days | 9 years 9 months 3 days | ||
Granted | 9 years 9 months 3 days | |||
Forfeited | 9 years 7 months 9 days | |||
Outstanding as of September 30, 2020 | 9 years 3 months 25 days | 9 years 9 months 3 days | ||
Vested and exercisable as of September 30, 2020 | 9 years 21 days | 9 years 9 months | ||
Vested and expected to vest as of September 30, 2020 | 9 years 3 months 25 days | 9 years 9 months 3 days | ||
Outstanding as of December 31, 2019 | $ 22 | $ 22 | ||
Outstanding as of September 30, 2020 | $ 141,657 | $ 22 | ||
Vested and exercisable as of September 30, 2020 | $ 7,028 | $ 2 | ||
Vested and expected to vest as of September 30, 2020 | $ 141,657 | $ 22 |
Stock-based Compensation - Su_3
Stock-based Compensation - Summary of Employee restricted stock activity (Details) - Restricted Stock [Member] - $ / shares | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Outstanding as of December 31, 2019 | 458,257 | 1,676,273 | 3,534,436 |
Granted | 150,800 | 509,379 | |
Forfeited | (113,776) | (97,150) | (89,047) |
Vested | (183,556) | (1,271,666) | (2,278,495) |
Outstanding as of September 30, 2020 | 160,925 | 458,257 | 1,676,273 |
Outstanding as of December 31, 2019 | $ 10.92 | $ 3.01 | $ 0.36 |
Granted | 17.54 | 12.39 | |
Forfeited | 11.37 | 7.19 | 2.50 |
Vested | 10.45 | 1.97 | 0.78 |
Outstanding as of September 30, 2020 | $ 13.88 | $ 10.92 | $ 3.01 |
Stock-based Compensation - Su_4
Stock-based Compensation - Summary of Non-employee restricted stock activity (Details) - Share-based Payment Arrangement, Nonemployee [Member] - $ / shares | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Outstanding as of December 31, 2019 | 1,999 | 17,218 | 37,989 |
Granted | 2,800 | ||
Forfeited | (625) | ||
Vested | (1,375) | (15,219) | (22,946) |
Outstanding as of September 30, 2020 | 624 | 1,999 | 17,218 |
Outstanding as of December 31, 2019 | $ 17.61 | $ 1.46 | $ 0.05 |
Granted | 13.75 | ||
Forfeited | 0.05 | ||
Vested | 17.61 | 17.61 | 0.64 |
Outstanding as of September 30, 2020 | $ 17.61 | $ 17.61 | $ 1.46 |
Stock-based Compensation - Su_5
Stock-based Compensation - Summary of stock-based compensation expense by function (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | $ 4,710 | $ 1,856 | $ 2,702 | $ 2,062 |
Cost of sales [Member] | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | 237 | 69 | 92 | 66 |
Research and development [Member] | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | 1,608 | 616 | 914 | 564 |
Sales and marketing [Member] | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | 334 | 107 | 163 | 83 |
General and administrative [Member] | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | $ 2,531 | $ 1,064 | $ 1,533 | $ 1,349 |
Retirement Plan - Additional In
Retirement Plan - Additional Information (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Retirement Benefits [Abstract] | |||
Defined contribution plan, description | This plan covered all full-time employees that have been employed at least two of the immediately preceding five years and are over 21 years old. | This plan covered all full-time employees that have been employed at least two of the immediately preceding five years and were over 21 years old. | |
Company contribution of each employee, percent | 15.00% | 15.00% | |
Contribution by employer | $ 135,000 | $ 135,000 | $ 181,000 |
Income Tax - Schedule Of Financ
Income Tax - Schedule Of Financial Reporting Purpose, Loss Before Income Tax (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Domestic | $ 94,718 | $ 79,550 |
Foreign | 0 | 0 |
Loss before income taxes | $ 94,718 | $ 79,550 |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of the Statutory Federal Income Tax Expense (Details) - USD ($) | Dec. 22, 2017 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 |
Total income tax expense (benefit) | $ 0 | $ 0 | |||||
U.S. federal provision at statutory rate | 21.00% | 21.00% | 21.00% | 21.00% | |||
State income taxes, net of federal benefit | 2.90% | 3.70% | |||||
Tax credits | 1.90% | 2.20% | |||||
Permanent items | (7.40%) | (3.90%) | |||||
Uncertain tax benefits | (0.90%) | (1.10%) | |||||
Change in valuation allowance | (17.50%) | (21.90%) | |||||
Effective tax rate | 0.00% | 0.00% | 0.00% | 0.00% | |||
Gores Metropoulos, Inc. | |||||||
Income tax expense at the federal statutory rate | $ 1,446,224 | $ (4,617) | |||||
State income taxes - net of federal income tax benefits | (29,220) | (1,018) | |||||
Change in valuation allowance | 24,603 | $ 5,635 | |||||
Total income tax expense (benefit) | $ (46,571) | $ 405,292 | $ 171,781 | $ 1,132,843 | $ 1,441,607 | ||
U.S. federal provision at statutory rate | 21.00% | ||||||
Effective tax rate | 21.00% |
Income Taxes - Provision for In
Income Taxes - Provision for Income Taxes (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Current income tax expense | ||||||
Total current income tax expense | $ 0 | $ 0 | ||||
Deferred income tax expense | ||||||
Total deferred income tax expense | 0 | 0 | ||||
Total income tax expense (benefit) | 0 | $ 0 | ||||
Gores Metropoulos Inc [Member] | ||||||
Current income tax expense | ||||||
Federal | 1,443,960 | |||||
Total current income tax expense | 1,443,960 | |||||
Deferred income tax expense | ||||||
Federal | (2,353) | |||||
Total deferred income tax expense | (2,353) | |||||
Total income tax expense (benefit) | $ (46,571) | $ 405,292 | $ 171,781 | $ 1,132,843 | $ 1,441,607 |
Income Taxes - Significant Comp
Income Taxes - Significant Components of Deferred Tax Assets and Liabilities (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred tax assets/(liabilities) | ||
Tax attribute carryovers | $ 43,971,000 | $ 27,644,000 |
Valuation allowance | (46,998,000) | (29,771,000) |
Net deferred tax assets/(liabilities) | 0 | 0 |
Deferred tax assets: | ||
Net operating loss carry forward | 43,971,000 | 27,644,000 |
Tax credits | 2,397,000 | 1,473,000 |
Accruals and reserves | 1,671,000 | 2,063,000 |
Stock-based compensation | 23,000 | 0 |
Other | 2,000 | 1,000 |
Total deferred tax assets | 48,064,000 | 31,181,000 |
Valuation allowance | (46,998,000) | (29,771,000) |
Total deferred tax asset | 1,066,000 | 1,410,000 |
Deferred tax liabilities: | ||
Depreciation and amortization | 1,066,000 | 1,410,000 |
Total deferred tax liabilities | 1,066,000 | 1,410,000 |
Net deferred tax assets (liabilities) | 0 | 0 |
Gores Metropoulos, Inc. | ||
Deferred tax assets/(liabilities) | ||
Tax attribute carryovers | 32,591 | 5,635 |
Valuation allowance | (30,238) | (5,635) |
Net deferred tax assets/(liabilities) | 2,353 | 5,635 |
Deferred tax assets: | ||
Net operating loss carry forward | 32,591 | 5,635 |
Valuation allowance | (30,238) | (5,635) |
Deferred tax liabilities: | ||
Net deferred tax assets (liabilities) | $ 2,353 | $ 5,635 |
Income Tax - Summary Of Tabular
Income Tax - Summary Of Tabular Reconciliation Of The Unrecognized Tax Benefits (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Unrecognized tax benefits as of the beginning of the year | $ 1,473 | $ 549 |
Increase related to current year tax provisions | 924 | 924 |
Unrecognized tax benefits as of the end of the year | $ 2,397 | $ 1,473 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | Dec. 22, 2017 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Corporate tax rate | 21.00% | 21.00% | 21.00% | 21.00% | ||
Current income tax provision | $ 0 | $ 0 | ||||
Deferred income tax provision | 0 | 0 | ||||
Valuation allownace on net deferred tax assets | $ 46,998,000 | $ 29,771,000 | ||||
Effective income tax rate | 0.00% | 0.00% | 0.00% | 0.00% | ||
Uncertain tax positions | $ 2,397,000 | $ 1,473,000 | $ 549,000 | |||
Tax Year 2015 [Member] | Minimum | ||||||
Tax year open for examination | 2015 | |||||
Domestic Tax Authority [Member] | ||||||
Federal net operating loss carryforwards | $ 164,800,000 | |||||
Federal net operating loss carryforwards indefinitely | 164,800,000 | |||||
Federal net operating loss carry forwards with limitation | 164,800,000 | |||||
State net operating loss carry forwards with limitation | 164,800,000 | |||||
Domestic Tax Authority [Member] | Indefinitely [Member] | ||||||
Federal net operating loss carryforwards | 122,300,000 | |||||
Federal net operating loss carryforwards indefinitely | 122,300,000 | |||||
Federal net operating loss carry forwards with limitation | 122,300,000 | |||||
State net operating loss carry forwards with limitation | 122,300,000 | |||||
Domestic Tax Authority [Member] | Year Of Expiry From Two Thousand Thirty Five To Two Thousand Thirty Six [Member] | ||||||
Federal net operating loss carryforwards | 42,500,000 | |||||
Federal net operating loss carryforwards indefinitely | 42,500,000 | |||||
Federal net operating loss carry forwards with limitation | 42,500,000 | |||||
State net operating loss carry forwards with limitation | 42,500,000 | |||||
Domestic Tax Authority [Member] | Year Of Expiry Two Thousand And Twenty Seven [Member] | ||||||
Federal research and development tax credit carryforwards | 4,700,000 | |||||
State research and development tax credit carryforwards | 4,700,000 | |||||
State and Local Jurisdiction [Member] | Year Of Expiry From Two Thousand Thirty Five [Member] | ||||||
Federal net operating loss carryforwards | 177,900,000 | |||||
Federal net operating loss carryforwards indefinitely | 177,900,000 | |||||
Federal net operating loss carry forwards with limitation | 177,900,000 | |||||
State net operating loss carry forwards with limitation | 177,900,000 | |||||
State and Local Jurisdiction [Member] | Year Of Expiry Two Thousand And Twenty Seven [Member] | ||||||
Federal research and development tax credit carryforwards | 100,000 | |||||
State research and development tax credit carryforwards | 100,000 | |||||
Gores Metropoulos Inc [Member] | ||||||
Corporate tax rate | 21.00% | |||||
Maximum percentage of taxable income in which NOLs limited to deduct | 80.00% | |||||
Current income tax provision | 1,443,960 | |||||
Deferred income tax provision | (2,353) | |||||
Valuation allownace on net deferred tax assets | $ 30,238 | $ 5,635 | ||||
Effective income tax rate | 21.00% | |||||
Uncertain tax positions | $ 0 | |||||
Accrued interest related to uncertain tax positions | 0 | |||||
Accrued penalties related to uncertain tax positions | $ 0 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Aug. 14, 2020 | May 02, 2018 | |
Loss Contingencies [Line Items] | ||||||
Lessee, Finance lease expiration month and year | 2023-08 | 2023-06 | ||||
Amortization expense for capital lease | $ 106,000 | $ 13,000 | ||||
Lessee, Operating lease expiration month and year | 2024-09 | 2023-06 | ||||
Operating Leases, Rent expense | $ 4,200,000 | $ 4,500,000 | $ 6,000,000 | $ 4,000,000 | ||
Purchase obligation | $ 4,000,000 | 7,700,000 | $ 2,600,000 | |||
Liabilities subject to compromise early contract termination | $ 1,100,000 | |||||
Dispute Settlement [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Commitements and contingencies settlement of disputes payable | $ 1,500,000 |
Commitments and Contingencies_2
Commitments and Contingencies - Summary of future minimum lease payments (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Lease Liability Maturity [Line Items] | ||
2020 | $ 72 | $ 216 |
2021 | 278 | 204 |
2022 | 187 | 113 |
2023 | 19 | 4 |
2024 | 0 | 0 |
Thereafter | 0 | 0 |
Total minimum lease payments | 556 | 537 |
Less: amount representing interest | 59 | 83 |
Long-term capital lease obligations as of September 30, 2020 | 497 | 454 |
2020 | 1,237 | 5,965 |
2021 | 4,952 | 6,264 |
2022 | 5,428 | 5,975 |
2023 | 3,992 | 3,992 |
2024 | 746 | 746 |
Thereafter | 0 | 0 |
Total minimum lease payments | $ 16,355 | $ 22,942 |
Segment, Geographic and Custo_3
Segment, Geographic and Customer Concentration Information - Additional Information (Details) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Segment Reporting Information [Line Items] | ||||
Concentration Risk Percentage | 100.00% | 100.00% | 100.00% | 100.00% |
Geographic Concentration Risk [Member] | UNITED STATES | Revenue Benchmark [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Concentration Risk Percentage | 10.00% | 10.00% | 10.00% | 10.00% |
Geographic Concentration Risk [Member] | SWEDEN | Revenue Benchmark [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Concentration Risk Percentage | 10.00% | |||
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Customer One [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Concentration Risk Percentage | 64.00% | 27.00% | 43.00% | 21.00% |
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Customer Two [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Concentration Risk Percentage | 14.00% | 20.00% | ||
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Customer Three [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Concentration Risk Percentage | 10.00% | 14.00% | ||
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Customer Four [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Concentration Risk Percentage | 11.00% | |||
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Customer Five [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Concentration Risk Percentage | 10.00% |
Segment, Geographic and Custo_4
Segment, Geographic and Customer Concentration Information - Summary of segment operating results and reconciliations (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Revenue: | ||||
Revenues | $ 11,519 | $ 6,803 | $ 12,602 | $ 11,692 |
Depreciation and amortization | 1,929 | 1,712 | 2,316 | 1,494 |
Operating profit (loss) | (56,481) | (44,968) | (62,615) | (64,229) |
Other significant items: | ||||
Segment assets | 191,453 | 72,655 | 51,864 | 28,202 |
Inventory | 2,921 | 4,742 | 4,002 | 2,926 |
External Customers [Member] | ||||
Revenue: | ||||
Revenues | 11,519 | 6,803 | 12,602 | 11,692 |
Internal Customers [Member] | ||||
Revenue: | ||||
Revenues | 0 | 0 | 0 | 0 |
Operating Segments [Member] | ||||
Revenue: | ||||
Revenues | 14,702 | 8,987 | 15,551 | 15,079 |
Depreciation and amortization | 1,929 | 1,712 | 2,316 | 1,494 |
Operating profit (loss) | (56,481) | (44,968) | (62,615) | (64,229) |
Other significant items: | ||||
Segment assets | 194,757 | 75,434 | 54,389 | 30,813 |
Inventory | 2,921 | 4,742 | 4,002 | 2,926 |
Operating Segments [Member] | External Customers [Member] | ||||
Revenue: | ||||
Revenues | 11,519 | 6,803 | 12,602 | 11,692 |
Operating Segments [Member] | Internal Customers [Member] | ||||
Revenue: | ||||
Revenues | 3,183 | 2,184 | 2,949 | 3,387 |
Intersegment Eliminations [Member] | ||||
Revenue: | ||||
Revenues | (3,183) | (2,184) | (2,949) | (3,387) |
Depreciation and amortization | 0 | 0 | 0 | 0 |
Operating profit (loss) | 0 | 0 | 0 | 0 |
Other significant items: | ||||
Segment assets | (3,304) | (2,779) | (2,525) | (2,611) |
Inventory | 0 | 0 | 0 | 0 |
Intersegment Eliminations [Member] | External Customers [Member] | ||||
Revenue: | ||||
Revenues | 0 | 0 | 0 | 0 |
Intersegment Eliminations [Member] | Internal Customers [Member] | ||||
Revenue: | ||||
Revenues | (3,183) | (2,184) | (2,949) | (3,387) |
Other Component Sales [Member] | Operating Segments [Member] | ||||
Revenue: | ||||
Revenues | 4,476 | 4,614 | 5,885 | 7,843 |
Depreciation and amortization | 104 | 135 | 181 | 159 |
Operating profit (loss) | 192 | 267 | 259 | (384) |
Other significant items: | ||||
Segment assets | 2,979 | 2,315 | 2,218 | 4,244 |
Inventory | 9 | 0 | 0 | 0 |
Other Component Sales [Member] | Operating Segments [Member] | External Customers [Member] | ||||
Revenue: | ||||
Revenues | 1,932 | 2,430 | 2,936 | 4,456 |
Other Component Sales [Member] | Operating Segments [Member] | Internal Customers [Member] | ||||
Revenue: | ||||
Revenues | 2,544 | 2,184 | 2,949 | 3,387 |
Autonomy Solutions [Member] | Operating Segments [Member] | ||||
Revenue: | ||||
Revenues | 10,226 | 4,373 | 9,666 | 7,236 |
Depreciation and amortization | 1,825 | 1,577 | 2,135 | 1,335 |
Operating profit (loss) | (56,673) | (45,235) | (62,874) | (63,845) |
Other significant items: | ||||
Segment assets | 191,778 | 73,119 | 52,171 | 26,569 |
Inventory | 2,912 | 4,742 | 4,002 | 2,926 |
Autonomy Solutions [Member] | Operating Segments [Member] | External Customers [Member] | ||||
Revenue: | ||||
Revenues | 9,587 | 4,373 | 9,666 | 7,236 |
Autonomy Solutions [Member] | Operating Segments [Member] | Internal Customers [Member] | ||||
Revenue: | ||||
Revenues | $ 639 | $ 0 | $ 0 | $ 0 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) | Mar. 18, 2019shares | Feb. 05, 2019USD ($)$ / sharesshares | Jan. 25, 2019USD ($) | Oct. 18, 2018USD ($)$ / sharesshares | Dec. 31, 2018 | Sep. 30, 2020USD ($)$ / shares | Sep. 30, 2019USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2018USD ($) |
Related Party Transaction [Line Items] | |||||||||
Contractor fees | $ 43,000 | $ 0 | $ 0 | $ 248,000 | |||||
Future minimum lease payment | 97,000 | 226,000 | |||||||
Rent expense | $ 77,000 | 74,000 | 99,000 | 95,000 | |||||
Related Party Transaction, Expenses from Transactions with Related Party | $ 11,000,000 | $ 108,000,000 | |||||||
Unit price (in dollars per Unit) | $ / shares | $ 64.96 | $ 64.96 | |||||||
Proceeds from sale of Private Placement Warrants to Sponsor | $ 46,000,000 | ||||||||
Gores Metropoulos, Inc. | |||||||||
Related Party Transaction [Line Items] | |||||||||
Sale of common stock, value | $ 400,000,000 | $ 400,000,000 | |||||||
Number of warrants sold | shares | 6,666,666 | 6,666,666 | |||||||
Warrants sold, price per warrant | $ / shares | $ 1.50 | $ 1.50 | |||||||
Proceeds from sale of Private Placement Warrants to Sponsor | $ 10,000,000 | $ 10,000,000 | |||||||
Gores Metropoulos, Inc. | IPO | |||||||||
Related Party Transaction [Line Items] | |||||||||
Sale of common stock (in shares) | shares | 40,000,000 | ||||||||
Unit price (in dollars per Unit) | $ / shares | $ 10 | ||||||||
Gores Metropoulos, Inc. | Class F Common Stock | |||||||||
Related Party Transaction [Line Items] | |||||||||
Number of shares forfeited | shares | 781,250 | 781,250 | |||||||
Gores Metropoulos, Inc. | Class A Common Stock | |||||||||
Related Party Transaction [Line Items] | |||||||||
Sale of common stock (in shares) | shares | 40,000,000 | 40,000,000 | |||||||
Sale of common stock, value | $ 4,000 | $ 4,000 | |||||||
Unit price (in dollars per Unit) | $ / shares | $ 10 | $ 10 | |||||||
Gores Metropoulos, Inc. | Class A Common Stock | IPO | |||||||||
Related Party Transaction [Line Items] | |||||||||
Sale of common stock (in shares) | shares | 40,000,000 | 40,000,000 | |||||||
Gores Metropoulos, Inc. | Founder Shares | |||||||||
Related Party Transaction [Line Items] | |||||||||
Outstanding shares of common stock held by the initial stockholders (as a percent) | 20.00% | ||||||||
Gores Metropoulos, Inc. | Founder Shares | Class A Common Stock | |||||||||
Related Party Transaction [Line Items] | |||||||||
Conversion ratio | 1 | 1 | |||||||
Gores Metropoulos, Inc. | Founder Shares | Sponsor | |||||||||
Related Party Transaction [Line Items] | |||||||||
Sale of common stock (in shares) | shares | 10,781,250 | ||||||||
Sale of common stock, value | $ 25,000 | ||||||||
Unit price (in dollars per Unit) | $ / shares | $ 0.002 | ||||||||
Number of shares forfeited | shares | 781,250 | ||||||||
Gores Metropoulos, Inc. | Founder Shares | Sponsor | Class F Common Stock | |||||||||
Related Party Transaction [Line Items] | |||||||||
Sale of common stock (in shares) | shares | 10,781,250 | ||||||||
Sale of common stock, value | $ 25,000 | ||||||||
Unit price (in dollars per Unit) | $ / shares | $ 0.002 | ||||||||
Gores Metropoulos, Inc. | Founder Shares | Director | |||||||||
Related Party Transaction [Line Items] | |||||||||
Number of shares transferred | shares | 75,000 | ||||||||
Gores Metropoulos, Inc. | Private Placement Warrants | Class A Common Stock | |||||||||
Related Party Transaction [Line Items] | |||||||||
Number of shares warrant may be converted | shares | 1 | 1 | |||||||
Warrants exercise price (in dollars per share) | $ / shares | $ 11.50 | $ 11.50 | |||||||
Gores Metropoulos, Inc. | Private Placement Warrants | Sponsor | |||||||||
Related Party Transaction [Line Items] | |||||||||
Number of warrants sold | shares | 6,666,666 | 6,666,666 | |||||||
Warrants sold, price per warrant | $ / shares | $ 1.50 | $ 1.50 | |||||||
Proceeds from sale of Private Placement Warrants to Sponsor | $ 10,000,000 | $ 10,000,000 | |||||||
Gores Metropoulos, Inc. | Sponsor Loan | IPO | |||||||||
Related Party Transaction [Line Items] | |||||||||
Expenses related to public offering | 300,000 | ||||||||
Proceeds from Promissory Note to related party | $ 150,000 | $ 150,000 | |||||||
Unsecured promissory note | $ 150,000 | ||||||||
Gores Metropoulos, Inc. | Administrative Services Agreement | |||||||||
Related Party Transaction [Line Items] | |||||||||
Payments to affiliate | $ 180,000 | 220,000 | |||||||
Gores Metropoulos, Inc. | Administrative Services Agreement | Affiliate of the Sponsor | |||||||||
Related Party Transaction [Line Items] | |||||||||
Monthly charge for administrative services | $ 20,000 | $ 20,000 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) | Aug. 24, 2020USD ($)$ / sharesshares | Aug. 20, 2020USD ($) | Jun. 06, 2020USD ($) | May 26, 2020USD ($) | Apr. 08, 2020USD ($) | Mar. 31, 2020USD ($) | Sep. 30, 2020USD ($)$ / sharesshares | Jul. 31, 2019USD ($)shares | Sep. 30, 2020USD ($)$ / sharesshares | Sep. 30, 2019USD ($)shares | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares | Aug. 22, 2020 | Apr. 22, 2020USD ($) | Mar. 20, 2020USD ($)$ / sharesshares | Jun. 24, 2019$ / shares |
Common Stock, Value | $ 0 | $ 0 | ||||||||||||||
Debt Instrument, Face Amount | $ 255,000,000 | $ 255,000,000 | ||||||||||||||
Proceeds from issuance of Series A Convertible Preferred stock | $ 68,666,000 | 0 | ||||||||||||||
Debt instrument, Conversion price | $ / shares | $ 43.3039 | $ 43.3039 | $ 43.3039 | |||||||||||||
Proceeds from the issuance of debt | $ 31,910,000 | $ 0 | $ 5,940,000 | |||||||||||||
Debt Instrument, Redemption, Period One [Member] | ||||||||||||||||
Debt Instrument, Periodic Payment, Principal | $ 20,000,000 | 5,000,000 | ||||||||||||||
Repayments of Debt | $ 3,000,000 | $ 17,000,000 | ||||||||||||||
Equity investment option 1 [Member] | ||||||||||||||||
Minuimum Equity investment | 25,000,000 | 25,000,000 | ||||||||||||||
Equity investment option 2 [Member] | ||||||||||||||||
Minuimum Equity investment | 10,000,000 | 10,000,000 | ||||||||||||||
Equity investment option 3 [Member] | ||||||||||||||||
Minuimum Equity investment | $ 30,000,000 | $ 30,000,000 | ||||||||||||||
New Notes [Member] | ||||||||||||||||
Line of Credit Facility, Commitment Fee Percentage | 1.50% | 1.50% | ||||||||||||||
Debt Instrument,Term | 48 months | 48 months | ||||||||||||||
Debt Instrument, Interest Rate | 12.50% | 12.50% | ||||||||||||||
Proceeds from the issuance of debt | $ 10,000,000 | |||||||||||||||
Minimum Liquidity amount | $ 5,000,000 | $ 5,000,000 | ||||||||||||||
Twenty seventeen Note [Member] | ||||||||||||||||
Minimum Liquidity amount | 2,000,000 | |||||||||||||||
Debt Instrument, Annual Principal Payment | 3,600,000 | |||||||||||||||
Twenty Eighteen Notes [Member] | ||||||||||||||||
Debt Instrument, Face Amount | $ 3,000,000 | |||||||||||||||
Debt Instrument, Interest Rate | 12.50% | |||||||||||||||
Minimum Liquidity amount | 2,000,000 | |||||||||||||||
Debt Instrument, Annual Principal Payment | $ 2,400,000 | |||||||||||||||
Paycheck Protection Program Note [Member] | ||||||||||||||||
Debt Instrument, Periodic Payment, Principal | $ 7,820,000 | |||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 1.00% | |||||||||||||||
Silicon Valley Bank [Member] | Paycheck Protection Program Note [Member] | ||||||||||||||||
Debt Instrument, Face Amount | $ 7,800,000 | |||||||||||||||
Subsequent Event [Member] | ||||||||||||||||
Debt instrument frequency of periodic payment | 32 equal monthly installments | |||||||||||||||
Subsequent Event [Member] | Debt Instrument, Redemption, Period One [Member] | ||||||||||||||||
Debt Instrument, Periodic Payment, Principal | $ 20,000,000 | |||||||||||||||
Repayments of Debt | $ 3,000,000 | $ 17,000,000 | ||||||||||||||
Subsequent Event [Member] | New Notes [Member] | ||||||||||||||||
Proceeds from the issuance of debt | $ 10,000,000 | |||||||||||||||
Subsequent Event [Member] | Twenty seventeen Note [Member] | ||||||||||||||||
Debt Instrument, Annual Principal Payment | 3,600,000 | |||||||||||||||
Subsequent Event [Member] | Twenty Eighteen Notes [Member] | ||||||||||||||||
Debt Instrument, Annual Principal Payment | $ 2,400,000 | |||||||||||||||
Subsequent Event [Member] | Paycheck Protection Program Note [Member] | ||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 1.00% | |||||||||||||||
Volvo Stock Purchase Warrant [Member] | ||||||||||||||||
Exercise price of warrants | $ / shares | $ 43.3039 | |||||||||||||||
Fair value of warrants | $ 2,900,000 | $ 2,900,000 | ||||||||||||||
Luminar [Member] | ||||||||||||||||
Maximum percentage of outstanding capital stock | 7.50% | 7.50% | ||||||||||||||
Series X Preferred Stock [Member] | ||||||||||||||||
Additional issue of shares | shares | 102,101 | 102,101 | ||||||||||||||
Total gross proceeds of share issued | $ 13,860,000 | |||||||||||||||
Series X Preferred Stock [Member] | Luminar [Member] | ||||||||||||||||
Share price | $ / shares | $ 10 | $ 10 | ||||||||||||||
Common Stock, Value | $ 2,943,000,000 | $ 2,943,000,000 | ||||||||||||||
Maximum aggregate amount of additional capital raised | $ 13,900,000 | 13,900,000 | ||||||||||||||
Increase in preferred stock | $ 170,000,000 | |||||||||||||||
Common Class A [Member] | ||||||||||||||||
Common Stock, Shares | shares | 9,763,078 | 9,763,078 | 9,880,277 | 9,593,220 | ||||||||||||
Common Stock, Value | $ 0 | $ 0 | $ 0 | |||||||||||||
Common Class A [Member] | Luminar [Member] | ||||||||||||||||
Common Stock, Shares | shares | 218,818,037 | 218,818,037 | ||||||||||||||
Common Class B [Member] | ||||||||||||||||
Common Stock, Shares | shares | 0 | 0 | 0 | |||||||||||||
Common Stock, Value | $ 0 | $ 0 | $ 0 | |||||||||||||
Common stock voting rights | ten votes | |||||||||||||||
Common Class B [Member] | Subsequent Event [Member] | Chief Executive Officer [Member] | ||||||||||||||||
Common stock voting rights | ten votes | |||||||||||||||
Exchange ratio for the temporary equity and stock exchanged with common stock | 10 | |||||||||||||||
Common Class B [Member] | Luminar [Member] | ||||||||||||||||
Common Stock, Shares | shares | 105,118,203 | 105,118,203 | ||||||||||||||
Common Class A And Class B [Member] | Luminar [Member] | ||||||||||||||||
Common Stock, Shares | shares | 25,818,749 | 25,818,749 | ||||||||||||||
Series A Redeemable Convertible Preferred Stock | ||||||||||||||||
Temporary equity par or stated value per share | $ / shares | $ 0.00001 | $ 0.00001 | $ 0.00001 | $ 0.00001 | $ 0.00001 | |||||||||||
Temporary equity issued during the period shares | shares | 244,827 | 1,585,674 | 1,585,674 | |||||||||||||
Proceeds from issuance of Series A Convertible Preferred stock | $ 10,100,000 | $ 68,666,000 | ||||||||||||||
Series A Redeemable Convertible Preferred Stock | New Notes [Member] | ||||||||||||||||
Debt Instrument percentage | 10.00% | |||||||||||||||
Series A Redeemable Convertible Preferred Stock | Volvo Stock Purchase Warrant [Member] | ||||||||||||||||
Class of warrants or rights number of securities called by warrants or rights | shares | 300,000 | |||||||||||||||
Temporary equity par or stated value per share | $ / shares | $ 0.00001 | |||||||||||||||
Series A Redeemable Convertible Preferred Stock | Volvo Stock Purchase Warrant [Member] | Volvo Car Technology Fund [Member] | Subsequent Event [Member] | ||||||||||||||||
Class of warrants or rights number of securities called by warrants or rights | shares | 300,000 | |||||||||||||||
Temporary equity par or stated value per share | $ / shares | $ 0.00001 | |||||||||||||||
Exercise price of warrants | $ / shares | $ 43.3039 | |||||||||||||||
Series A Redeemable Convertible Preferred Stock | Future Reduction In Revenue [Member] | Volvo Stock Purchase Warrant [Member] | Volvo Car Technology Fund [Member] | Subsequent Event [Member] | ||||||||||||||||
Fair value of warrants | $ 2.9 | |||||||||||||||
Founders Convertible Preferred And Luminar Class A Common Stock [Member] | Subsequent Event [Member] | Chief Executive Officer [Member] | ||||||||||||||||
Common stock and temporary equity voting rights | one vote | |||||||||||||||
Series X Redeemable Convertible Preferred Stock | ||||||||||||||||
Temporary equity par or stated value per share | $ / shares | $ 0.00001 | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||||||||||||
Temporary equity issued during the period shares | shares | 1,251,971 | 1,251,971 | ||||||||||||||
Temporary equity issue price per share | $ / shares | $ 135.79 | |||||||||||||||
Proceeds from issuance of Series A Convertible Preferred stock | $ 170,000,000 | $ 170,000,000 | $ 170,000,000 | |||||||||||||
Series X Redeemable Convertible Preferred Stock | Subsequent Event [Member] | ||||||||||||||||
Temporary equity issued during the period shares | shares | 1,250,000 | |||||||||||||||
Temporary equity issue price per share | $ / shares | $ 135.8 | |||||||||||||||
Series X Redeemable Convertible Preferred Stock | Subsequent Event [Member] | Additional Authorization [Member] | ||||||||||||||||
Temporary equity shares authorised amount | $ 30,000,000 |