Cover
Cover - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2023 | Feb. 15, 2024 | Jun. 30, 2023 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2023 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-38791 | ||
Entity Registrant Name | Luminar Technologies, Inc./DE | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 83-1804317 | ||
Entity Address, Address Line One | 2603 Discovery Drive | ||
Entity Address, Address Line Two | Suite 100 | ||
Entity Address, City or Town | Orlando | ||
Entity Address, State or Province | FL | ||
Entity Address, Postal Zip Code | 32826 | ||
City Area Code | 800 | ||
Local Phone Number | 532-2417 | ||
Title of 12(b) Security | Class A common stock, par value of $0.0001 per share | ||
Trading Symbol | LAZR | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Document Financial Statement Error Correction Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 1.9 | ||
Documents Incorporated by Reference | DOCUMENTS INCORPORATED BY REFERENCE | ||
Entity Central Index Key | 0001758057 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Class A Common Stock | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 324,798,757 | ||
Class B Common Stock | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 97,088,670 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2023 | |
Audit Information [Abstract] | |
Auditor Name | Deloitte & Touche LLP |
Auditor Location | San Jose, CA |
Auditor Firm ID | 34 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 139,095 | $ 69,552 |
Restricted cash | 1,529 | 1,553 |
Marketable securities | 150,727 | 419,314 |
Accounts receivable | 14,124 | 11,172 |
Inventory | 12,196 | 8,792 |
Prepaid expenses and other current assets | 32,950 | 44,203 |
Total current assets | 350,621 | 554,586 |
Property and equipment, net | 66,300 | 30,260 |
Operating lease right-of-use assets | 42,706 | 21,244 |
Intangible assets, net | 22,994 | 22,077 |
Goodwill | 7,390 | 18,816 |
Other non-current assets | 22,356 | 40,344 |
Total assets | 512,367 | 687,327 |
Current liabilities: | ||
Accounts payable | 21,113 | 18,626 |
Accrued and other current liabilities | 52,605 | 52,962 |
Operating lease liabilities | 10,154 | 5,953 |
Total current liabilities | 83,872 | 77,541 |
Warrant liabilities | 1,069 | 3,005 |
Convertible senior notes | 615,428 | 612,192 |
Operating lease liabilities, non-current | 35,079 | 16,989 |
Other non-current liabilities | 1,667 | 4,005 |
Total liabilities | 737,115 | 713,732 |
Commitments and contingencies (see Note 14) | ||
Stockholders’ deficit: | ||
Additional paid-in capital | 1,927,378 | 1,558,685 |
Accumulated other comprehensive income (loss) | 2 | (4,226) |
Treasury stock, at cost, 21,863,450 shares as of December 31, 2023 and 2022 | (312,477) | (312,477) |
Accumulated deficit | (1,839,695) | (1,268,426) |
Total stockholders’ deficit | (224,748) | (26,405) |
Total liabilities and stockholders’ deficit | 512,367 | 687,327 |
Preferred Stock | ||
Stockholders’ deficit: | ||
Preferred stock, $0.0001 par value; 10,000,000 shares authorized, no shares issued and outstanding as of December 31, 2023 and 2022 | 0 | 0 |
Class A Common Stock | ||
Stockholders’ deficit: | ||
Common stock | 34 | 29 |
Class B Common Stock | ||
Stockholders’ deficit: | ||
Common stock | $ 10 | $ 10 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Stockholders’ deficit: | ||
Treasury stock, at cost (in shares) | 21,863,450 | 21,863,450 |
Preferred Stock | ||
Stockholders’ deficit: | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Class A Common Stock | ||
Stockholders’ deficit: | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 715,000,000 | 715,000,000 |
Common stock, shares issued (in shares) | 344,606,104 | 291,942,087 |
Common stock, shares outstanding (in shares) | 322,742,654 | 270,078,637 |
Class B Common Stock | ||
Stockholders’ deficit: | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 121,000,000 | 121,000,000 |
Common stock, shares issued (in shares) | 97,088,670 | 97,088,670 |
Common stock, shares outstanding (in shares) | 97,088,670 | 97,088,670 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Total revenue | $ 69,779 | $ 40,698 | $ 31,944 |
Total cost of sales | 142,469 | 100,983 | 46,092 |
Gross loss | (72,690) | (60,285) | (14,148) |
Operating expenses: | |||
Research and development | 262,217 | 185,283 | 88,861 |
Sales and marketing | 53,097 | 38,672 | 17,858 |
General and administrative | 159,815 | 158,162 | 93,685 |
Impairment of goodwill and intangible assets | 15,489 | 0 | 0 |
Total operating expenses | 490,618 | 382,117 | 200,404 |
Loss from operations | (563,308) | (442,402) | (214,552) |
Change in fair value of warrant liabilities | 1,936 | 9,222 | (26,126) |
Interest expense | (11,048) | (11,095) | (2,028) |
Interest income | 13,109 | 5,697 | 2,546 |
Losses and impairments related to investments and certain other assets, and other income/(expense) | (10,262) | (6,689) | 912 |
Total other income (expense), net | (6,265) | (2,865) | (24,696) |
Loss before provision for (benefit from) income taxes | (569,573) | (445,267) | (239,248) |
Provision for (benefit from) income taxes | 1,696 | 672 | (1,262) |
Net loss | $ (571,269) | $ (445,939) | $ (237,986) |
Net loss per share: | |||
Basic (in dollars per share) | $ (1.47) | $ (1.25) | $ (0.69) |
Diluted (in dollars per share) | $ (1.47) | $ (1.25) | $ (0.69) |
Shares used in computing net loss per share: | |||
Basic (in shares) | 389,373,659 | 356,265,774 | 346,300,975 |
Diluted (in shares) | 389,373,659 | 356,265,774 | 346,300,975 |
Comprehensive Loss: | |||
Net loss | $ (571,269) | $ (445,939) | $ (237,986) |
Net unrealized gains (losses) on available-for-sale debt securities | 4,228 | (3,318) | (942) |
Comprehensive loss | (567,041) | (449,257) | (238,928) |
Products | |||
Total revenue | 45,044 | 18,492 | 10,118 |
Total cost of sales | 105,236 | 61,985 | 23,484 |
Services | |||
Total revenue | 24,735 | 22,206 | 21,826 |
Total cost of sales | $ 37,233 | $ 38,998 | $ 22,608 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders’ Equity (Deficit) - USD ($) $ in Thousands | Total | Equity Financing Program | Optogration, Inc. | ECARX Holdings, Inc. (ECX) | Freedom Photonics | Solfice | TPK Universal Solutions Limited | Common Stock | Additional Paid-in Capital | Additional Paid-in Capital Equity Financing Program | Additional Paid-in Capital Optogration, Inc. | Additional Paid-in Capital ECARX Holdings, Inc. (ECX) | Additional Paid-in Capital Freedom Photonics | Additional Paid-in Capital Solfice | Additional Paid-in Capital TPK Universal Solutions Limited | Accumulated Other Comprehensive Income (Loss) | Treasury Stock | Accumulated Deficit | Class A Common Stock | Class A Common Stock Equity Financing Program | Class A Common Stock Common Stock | Class A Common Stock Common Stock Equity Financing Program | Class A Common Stock Common Stock Optogration, Inc. | Class A Common Stock Common Stock ECARX Holdings, Inc. (ECX) | Class A Common Stock Common Stock Freedom Photonics | Class A Common Stock Common Stock Solfice | Class A Common Stock Common Stock TPK Universal Solutions Limited | Class B Common Stock | Class B Common Stock Common Stock |
Beginning balance (in shares) at Dec. 31, 2020 | 218,818,037 | 105,118,203 | |||||||||||||||||||||||||||
Beginning balance at Dec. 31, 2020 | $ 148,741 | $ 733,175 | $ 34 | $ 0 | $ (584,501) | $ 22 | $ 11 | ||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||||||||
Purchases of capped call options related to the convertible senior notes | (73,438) | (73,438) | |||||||||||||||||||||||||||
Shares repurchased | (235,871) | ||||||||||||||||||||||||||||
Issuance of Class A common stock upon exercise of Public and Private Warrants (in shares) | 15,574,037 | ||||||||||||||||||||||||||||
Issuance of Class A common stock upon exercise of Public and Private Warrants | 492,221 | 492,219 | $ 2 | ||||||||||||||||||||||||||
Issuance of Class A common stock (in Shares) | 5,232,744 | ||||||||||||||||||||||||||||
Issuance of Class A common stock | 6,176 | 6,176 | |||||||||||||||||||||||||||
Retirement of unvested restricted common stock (in shares) | (71,894) | ||||||||||||||||||||||||||||
Retirement of unvested restricted common stock | 0 | ||||||||||||||||||||||||||||
Vendor payments under the stock-in-lieu of cash program (in shares) | 291,940 | ||||||||||||||||||||||||||||
Vendor payments under the stock-in-lieu of cash program | 10,743 | 10,743 | |||||||||||||||||||||||||||
Acquisition (in shares) | 370,034 | ||||||||||||||||||||||||||||
Acquisitions | $ 6,527 | $ 6,527 | |||||||||||||||||||||||||||
Issuance of earn-out shares (in shares) | 10,242,703 | 6,970,467 | |||||||||||||||||||||||||||
Issuance of earn-out shares | 0 | (2) | $ 1 | $ 1 | |||||||||||||||||||||||||
Issuance of shares for investment in Robotic Research Opco, LLC (in shares) | 618,924 | ||||||||||||||||||||||||||||
Issuance of shares for investment in Robotic Research Opco, LLC | 10,002 | 10,002 | |||||||||||||||||||||||||||
Conversion of Class B common stock into Class A common stock (in shares) | 15,000,000 | (15,000,000) | |||||||||||||||||||||||||||
Conversion of Class B common stock into Class A common stock | 0 | $ 2 | $ (2) | ||||||||||||||||||||||||||
Stock-based compensation | 70,983 | 70,983 | |||||||||||||||||||||||||||
Expense related to Volvo Warrants | 959 | ||||||||||||||||||||||||||||
Payments of employee taxes related to vested restricted stock units/ stock-based awards | (140) | (140) | |||||||||||||||||||||||||||
Cash received from Gores on settlement of recapitalization of escrow | 10 | 10 | |||||||||||||||||||||||||||
Other comprehensive income (loss) | (942) | (942) | |||||||||||||||||||||||||||
Net loss | (237,986) | (237,986) | |||||||||||||||||||||||||||
Ending balance (in shares) at Dec. 31, 2021 | 266,076,525 | 97,088,670 | |||||||||||||||||||||||||||
Ending balance at Dec. 31, 2021 | 197,985 | 1,257,214 | (908) | (235,871) | (822,487) | $ 27 | $ 10 | ||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||||||||
Shares repurchased | (76,606) | (76,606) | |||||||||||||||||||||||||||
Issuance of Class A common stock upon exercise of Public and Private Warrants (in shares) | 405,752 | ||||||||||||||||||||||||||||
Issuance of Class A common stock upon exercise of Public and Private Warrants | 19,003 | 19,003 | |||||||||||||||||||||||||||
Issuance of Class A common stock (in Shares) | 9,177,748 | ||||||||||||||||||||||||||||
Issuance of Class A common stock | 3,945 | 3,944 | $ 1 | ||||||||||||||||||||||||||
Issuance of Class A common stock under ESPP (in shares) | 168,147 | ||||||||||||||||||||||||||||
Issuance of Class A common stock under ESPP | 1,271 | 1,271 | |||||||||||||||||||||||||||
Retirement of unvested restricted common stock (in shares) | (6,599,689) | (48,298) | |||||||||||||||||||||||||||
Vendor payments under the stock-in-lieu of cash program (in shares) | 9,949,385 | ||||||||||||||||||||||||||||
Vendor payments under the stock-in-lieu of cash program | 80,255 | 80,254 | $ 1 | ||||||||||||||||||||||||||
Investment in ECARX Holdings, Inc. (in shares) | 2,030,374 | ||||||||||||||||||||||||||||
Investment in ECARX Holdings, Inc. | $ 12,588 | $ 12,588 | |||||||||||||||||||||||||||
Optogration milestone awards (in shares) | 1,632,056 | ||||||||||||||||||||||||||||
Optogration milestone awards | 11,751 | 11,751 | |||||||||||||||||||||||||||
Acquisition (in shares) | 2,176,205 | 374,193 | |||||||||||||||||||||||||||
Acquisitions | $ 30,510 | $ 3,361 | $ 30,510 | $ 3,361 | |||||||||||||||||||||||||
Stock-based compensation | 142,519 | 142,519 | |||||||||||||||||||||||||||
Payments of employee taxes related to vested restricted stock units/ stock-based awards | (3,730) | (3,730) | |||||||||||||||||||||||||||
Other comprehensive income (loss) | (3,318) | (3,318) | |||||||||||||||||||||||||||
Net loss | (445,939) | (445,939) | |||||||||||||||||||||||||||
Ending balance (in shares) at Dec. 31, 2022 | 270,078,637 | 291,942,087 | 97,088,670 | 97,088,670 | |||||||||||||||||||||||||
Ending balance at Dec. 31, 2022 | (26,405) | 1,558,685 | (4,226) | (312,477) | (1,268,426) | $ 29 | $ 10 | ||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||||||||
Issuance of Class A common stock (in Shares) | 18,636,245 | 9,467,996 | 3,305,784 | ||||||||||||||||||||||||||
Issuance of Class A common stock | 3,056 | $ 50,190 | $ 20,000 | 3,054 | $ 50,189 | $ 20,000 | $ 50,200 | $ 2 | $ 1 | ||||||||||||||||||||
Issuance of Class A common stock under ESPP (in shares) | 707,258 | ||||||||||||||||||||||||||||
Issuance of Class A common stock under ESPP | 2,641 | 2,641 | |||||||||||||||||||||||||||
Issuance of Class A common stock to Plus AI (in shares) | 1,926,471 | ||||||||||||||||||||||||||||
Issuance of Class A common stock to Plus AI | 12,141 | 12,141 | |||||||||||||||||||||||||||
Vendor payments under the stock-in-lieu of cash program (in shares) | 15,676,862 | ||||||||||||||||||||||||||||
Vendor payments under the stock-in-lieu of cash program | 75,873 | 75,871 | $ 2 | ||||||||||||||||||||||||||
Milestone awards relating to acquisitions (in shares) | 2,943,401 | ||||||||||||||||||||||||||||
Milestone awards relating to acquisitions | 20,656 | 20,656 | |||||||||||||||||||||||||||
Stock-based compensation | 186,278 | 186,278 | |||||||||||||||||||||||||||
Payments of employee taxes related to vested restricted stock units/ stock-based awards | (2,137) | (2,137) | |||||||||||||||||||||||||||
Other comprehensive income (loss) | 4,228 | 4,228 | |||||||||||||||||||||||||||
Net loss | (571,269) | (571,269) | |||||||||||||||||||||||||||
Ending balance (in shares) at Dec. 31, 2023 | 322,742,654 | 344,606,104 | 97,088,670 | 97,088,670 | |||||||||||||||||||||||||
Ending balance at Dec. 31, 2023 | $ (224,748) | $ 1,927,378 | $ 2 | $ (312,477) | $ (1,839,695) | $ 34 | $ 10 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | |||
Net Income (Loss) | $ (571,269) | $ (445,939) | $ (237,986) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 26,624 | 6,566 | 4,162 |
Amortization of operating lease right-of-use assets | 6,987 | 5,237 | 3,705 |
Amortization of premium (discount) on marketable securities | (5,929) | 1,288 | 1,792 |
Loss on marketable securities | 7,594 | 0 | 0 |
Losses and impairments on non-marketable securities and certain other assets | 2,141 | 6,016 | 0 |
Change in fair value of warrants | (1,936) | (9,222) | 26,126 |
Vendor stock-in-lieu of cash program | 50,829 | 41,459 | 10,817 |
Amortization of debt discount and issuance costs | 3,236 | 3,236 | 0 |
Inventory write-offs and write-downs | 19,547 | 12,154 | 2,918 |
Write-off or loss on sale or disposal of property and equipment | 1,522 | 0 | 752 |
Share-based compensation | 207,132 | 162,405 | 77,684 |
Impairment of goodwill and intangible assets | 15,489 | 0 | 0 |
Expense related to Volvo Warrants | 0 | 0 | 959 |
Product warranty | 2,382 | 2,481 | 1,538 |
Deferred taxes | (64) | 232 | (1,262) |
Other | 0 | 0 | 305 |
Changes in operating assets and liabilities: | |||
Accounts receivable | (2,951) | 5,144 | (6,233) |
Inventories | (22,951) | (10,477) | (10,751) |
Prepaid expenses and other current assets | 11,641 | (6,557) | (24,340) |
Other non-current assets | 177 | (3,289) | (6) |
Accounts payable | 3,657 | 5,301 | 3,838 |
Accrued and other current liabilities | 9,158 | 17,768 | 3,578 |
Other non-current liabilities | (10,320) | (2,035) | (6,017) |
Net cash used in operating activities | (247,304) | (208,232) | (148,421) |
Cash flows from investing activities: | |||
Cash received from acquisition of Optogration, Inc. | 0 | 0 | 358 |
Purchases of marketable securities (including $17,846 and $16,423 with related parties in 2022 and 2021, respectively, see Note 16) | (301,493) | (404,598) | (716,933) |
Proceeds from maturities of marketable securities | 520,286 | 367,367 | 366,857 |
Proceeds from sales/redemptions of marketable securities (including $24,753 and $4,396 with related parties in 2022 and 2021, respectively, see Note 16) | 52,356 | 88,041 | 161,910 |
Purchases of property and equipment | (21,915) | (15,614) | (6,433) |
Disposal of property and equipment | 0 | 0 | 53 |
Advances for capital projects and equipment | 0 | (2,450) | 0 |
Net cash provided by (used in) investing activities | 236,626 | 27,986 | (194,188) |
Cash flows from financing activities: | |||
Proceeds from a financing transaction | 6,442 | 0 | 0 |
Proceeds from issuance of convertible senior notes, net of debt discounts of $15,625 | 0 | 0 | 609,375 |
Purchases of capped call options | 0 | 0 | (73,438) |
Repayment of debt | 0 | 0 | (112) |
Principal payments on finance leases (capital leases prior to adoption of ASC 842) | 0 | 0 | |
Principal payments on finance leases (capital leases prior to adoption of ASC 842) | (289) | ||
Proceeds from exercise of warrants | 0 | 0 | 153,927 |
Proceeds from exercise of stock options | 3,061 | 3,986 | 5,859 |
Proceeds from sale of Class A common stock under ESPP | 2,641 | 1,271 | 0 |
Payments of employee taxes related to stock-based awards | (2,137) | (3,730) | 0 |
Repurchases of common stock and redemption of warrants | 0 | (80,878) | (231,600) |
Other financing activities | 0 | 0 | (130) |
Net cash provided by (used in) financing activities | 80,197 | (79,351) | 463,592 |
Net increase (decrease) in cash, cash equivalents and restricted cash | 69,519 | (259,597) | 120,983 |
Beginning cash, cash equivalents and restricted cash | 71,105 | 330,702 | 209,719 |
Ending cash, cash equivalents and restricted cash | 140,624 | 71,105 | 330,702 |
Supplemental disclosures of cash flow information: | |||
Cash paid for interest | 7,813 | 7,769 | 215 |
Supplemental disclosures of noncash investing and financing activities: | |||
Issuance of Class A common stock upon exercise of warrants | 0 | 19,003 | 338,293 |
Investments | 10,000 | 0 | 0 |
Issuance of Class A common stock for investment in Robotic Research OpCo, LLC | 0 | 0 | 10,002 |
Issuance of Class A common stock to acquire Optogration, Inc. | 0 | 0 | 6,527 |
Operating lease right-of-use assets obtained in exchange for lease obligations | 28,447 | 16,749 | 2,876 |
Purchases of property and equipment recorded in accounts payable and accrued liabilities | 826 | 3,870 | 849 |
Amounts payable for shares repurchased | 0 | 0 | 4,273 |
Vendor stock-in-lieu of cash program—advances for capital projects and equipment | 8,551 | 28,402 | 0 |
Equity Financing Program | |||
Cash flows from financing activities: | |||
Proceeds from issuance of common stock | 50,190 | 0 | 0 |
TPK Universal Solutions Limited | |||
Cash flows from financing activities: | |||
Proceeds from issuance of common stock | 20,000 | 0 | 0 |
Freedom Photonics | |||
Cash flows from investing activities: | |||
Acquisition of Freedom Photonics LLC (net of cash acquired) | 0 | (2,759) | 0 |
Solfice | |||
Cash flows from investing activities: | |||
Acquisition of certain assets | 0 | (2,001) | 0 |
Seagate | |||
Cash flows from investing activities: | |||
Acquisition of certain assets | (12,608) | 0 | 0 |
ECARX Holdings Inc., | |||
Supplemental disclosures of noncash investing and financing activities: | |||
Investments | 0 | 12,588 | 0 |
Accounting Standards Update 2016-02 | |||
Supplemental disclosures of noncash investing and financing activities: | |||
Operating lease right-of-use assets obtained in exchange for lease obligations | $ 0 | $ 0 | $ 10,849 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Statement of Cash Flows [Abstract] | ||
Purchases of marketable securities with related parties | $ 17,846 | $ 16,423 |
Proceeds from sales/redemptions of marketable securities with related parties | $ 24,753 | 4,396 |
Proceeds from issuance of convertible senior notes, net of debt discounts | $ 15,625 |
Organization and Description of
Organization and Description of Business | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of Business | Organization and Description of Business Luminar Technologies, Inc. (together with its wholly-owned subsidiaries, the “Company” or “Luminar”) is incorporated in Delaware. Luminar is a global automotive technology company ushering in a new era of vehicle safety and autonomy. Over the past decade, Luminar has been building from the chip-level up, its light detection and ranging sensor, or LiDAR, which is expected to meet the demanding performance, safety, reliability and cost requirements to enable next-generation safety and autonomous capabilities for passenger and commercial vehicles as well as other adjacent markets. The Company’s Class A common stock is listed on the NASDAQ under the symbol “LAZR.” The Company is headquartered in Orlando, Florida and has personnel that conducts the Company’s operations from various locations in the United States and internationally including Germany, Sweden, Mexico, China, India and Israel. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation and Consolidation The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding annual financial reporting. All intercompany transactions and balances have been eliminated in consolidation. Certain prior period amounts in the consolidated financial statements and accompanying notes have been reclassified to conform to the current period presentation. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities, equity, revenues and expenses, and related disclosures. The significant estimates made by management include inventory reserves, useful life of long-lived assets, valuation allowance for deferred tax assets, valuation of warrants issued in a private placement (“Private Warrants”), valuation of assets acquired in mergers and acquisitions including intangible assets, forecasted costs associated with non-recurring engineering (“NRE”) services and stock-based compensation expense. Management periodically evaluates such estimates and they are adjusted prospectively based upon such periodic evaluation. Actual results could differ from those estimates. Segment Information The Company has determined its operating segments using the same indicators which are used to evaluate its performance internally. The Company’s business activities are organized in two operating segments: (i) “Autonomy Solutions” which includes manufacturing and distribution of LiDAR sensors that measure distance using laser light to generate a 3D map, non-recurring engineering services related to the Company’s LiDAR products, development of software products that enable autonomy capabilities for automotive applications, and licensing of certain information. In January 2023, the Company acquired certain assets from Seagate Technology LLC and Seagate Singapore International Headquarters Pte. Ltd. (individually and collectively, “Seagate”). In June 2022, the Company acquired certain assets from Solfice Research, Inc. (“Solfice” or “Civil Maps”). Assets purchased from Seagate and operations of Civil Maps have been included in the Autonomy Solutions segment. (ii) “Advanced Technologies and Services (“ATS”)” which includes development of application-specific integrated circuits, pixel-based sensors, advanced lasers, as well as designing, testing and providing consulting services for non-standard integrated circuits. In the second quarter of 2022, the Components segment was renamed as ATS. In August 2021 and in April 2022, the Company acquired Optogration, Inc. (“Optogration”) and Freedom Photonics LLC (“Freedom Photonics”), respectively. Operations of Optogration and Freedom Photonics have been included in the ATS segment. Concentration of Credit Risk The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents, debt securities and accounts receivable. The Company’s d eposits exceed federally insured limits . Cash held by the foreign subsidiaries of the Company as of December 31, 2023 and 2022 was not material. The Company’s revenue is derived from customers located in the United States and international markets. One customer, customer A accounted for 71% of the Company’s accounts receivable as of December 31, 2023. Three customers, customers A, B and D accounted for 27%, 23% and 11%, respectively, of the Company’s accounts receivable as of December 31, 2022. Cash and Cash Equivalents The Company’s cash and cash equivalents consist of investments with maturities of three months or less at the time of purchase. The Company’s cash equivalents include investments in money market funds, corporate bonds and commercial paper. Restricted Cash 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 classification of restricted cash based on the expected duration of the restriction. Debt Securities The Company’s debt securities consist of U.S agency and government sponsored securities, U.S. treasury securities, corporate bonds, commercial paper and asset-backed securities. The Company classifies its debt securities as available-for-sale at the time of purchase and reevaluates such designation as of each balance sheet date. The Company considers all debt securities as available for use to support current operations, including those with maturity dates beyond one year and are classified as current assets under marketable securities in the accompanying consolidated balance sheets. Debt securities included in marketable securities on the consolidated balance sheets consist of securities with original maturities greater than three months at the time of purchase. Debt securities are carried at fair value, with the unrealized gains and losses reported as a component of accumulated other comprehensive income (loss) (“OCI”). Any realized gains or losses on the sale of debt securities are determined on a specific identification method, and such gains and losses are reflected as a component of other income (expense), net. The Company reviews the fair value of debt securities and when the fair value of a debt security is below its amortized cost, the amortized cost should be written down to its fair value if (i) it is more likely than not that management will be required to sell the impaired security before recovery of its amortized basis; or (ii) management has the intention to sell the security. If neither of these conditions are met, the Company must determine whether the impairment is due to credit losses. To determine the amount of credit losses, the Company compares the present value of the expected cash flows of the security, derived by taking into account the issuer’s credit ratings and remaining payment terms, with its amortized cost basis. The amount of impairment recognized is limited to the excess of the amortized cost over the fair value of the security. An allowance for credit losses for the excess of amortized cost over the expected cash flows is recorded in other income (expense), net on the consolidated statements of operations. Non-credit related impairment losses are recorded in OCI. Marketable Equity Investments Marketable equity investments are measured using the quoted prices in active markets with changes recorded in other income (expense), net on the consolidated statement of operations. Non-Marketable Equity Investments Measured Using the Measurement Alternative The Company holds a non-marketable equity investment in a privately held company in which the Company does not own a controlling interest or have significant influence. The investment does not have a readily determinable fair value and the Company has elected the measurement alternative, and consequently, measures the investment at cost less any impairment, adjusted to fair value, if there are observable price changes for an identical or similar investment of the same issuer. Accounts Receivable Accounts 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 customer arrangement. The Company did not have material write-offs in any period presented, and as of December 31, 2023 and 2022, the allowance for doubtful accounts was not material. Inventory The Company values inventory at the lower of cost or net realizable value. Costs resulting from under utilized capacity are recorded as period expenses and not absorbed into inventory value. The Company determines the cost of inventory using the standard-cost method, which approximates actual costs based on a first-in, first-out method. In assessing the ultimate recoverability of inventory, the Company makes estimates regarding future customer demand, the timing of new product introductions, economic trends and market conditions. If the actual product demand is significantly lower than forecasted, the Company may be required to record inventory write-downs which would be charged to cost of sales. Property and Equipment Property and equipment are stated at cost less accumulated depreciation and amortization, and are depreciated using the straight-line method over the estimated useful lives of the assets as follows: Asset Category Estimated useful lives Machinery and equipment 1 to 7 years Computer hardware and software 3 to 5 years Demonstration fleet and demonstration units 2 to 5 years Leasehold improvements Shorter of useful life or lease term Vehicles 5 years Furniture and fixtures 7 years Design and development costs for molds, dies and other tools that will be used in producing the products under a long-term supply arrangement are capitalized as tooling which are included in machinery and equipment. The Company estimates useful lives for these tooling items to range between one Intangible Assets Intangible assets, consisting of acquired developed technology, customer relationships, customer backlog, assembled workforce, in-process research and development (“IPR&D”) and tradename are carried at cost less accumulated amortization. All intangible assets have been determined to have definite lives and are amortized on a straight-line basis over their estimated remaining economic lives, ranging from one Goodwill The Company records goodwill when the consideration paid in a business combination exceeds the fair value of the net tangible assets and the identified intangible assets acquired. Goodwill is not amortized, but instead is required to be tested for impairment annually and whenever events or changes in circumstances indicate that the carrying value of goodwill may exceed its fair value. The Company reviews goodwill for impairment annually in its fourth quarter 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. Impairment of Long-Lived Assets The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. When such an event occurs, management determines whether there has been impairment by comparing the anticipated undiscounted future net cash flows to the related asset group’s carrying value. If an asset is considered impaired, the asset is written down to fair value, which is determined based either on discounted cash flows or appraised value, depending on the nature of the asset. There was no impairment experienced of long-lived assets during the years ended December 31, 2023 or 2022. Convertible Senior Notes The Company’s convertible senior notes issued in December 2021 are accounted for as a single liability instrument measured at its amortized cost, as no other embedded features require bifurcation and recognition as derivatives. Product Warranties Estimated future warranty costs are accrued and charged to cost of sales in the period that the related revenue is recognized. These estimates are based on historical warranty experience and any known or expected changes in warranty exposure, such as trends of product reliability and costs of repairing and replacing defective products. The Company periodically assesses the adequacy of its recorded warranty liabilities and adjusts the said estimates as necessary. Revenue Recognition 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 goods or services. Nature of Products and Services and Revenue Recognition The Autonomy Solutions segment derives revenue primarily from (a) product sales of LiDAR sensors to customers and distributors, (b) non-recurring engineering services under fixed fee arrangements (“NRE services”) to integrate Luminar LiDAR hardware for autonomy in vehicle platforms, and (c) licensing of certain information. The ATS segment derives revenue primarily from (a) product sales of application-specific integrated circuits, pixel-based sensors and advanced lasers, as well as (b) NRE services for designing and testing non-standard integrated circuits. Revenue from product sales 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. Certain customer arrangements involve NRE services to design and develop custom prototype products to customers. Revenue from NRE service arrangements is recognized over time. For NRE services, the Company recognizes revenue over time using an input method based on contract cost incurred to date compared to total estimated contract costs (cost-to-cost). For NRE service projects, the Company contracts with customers based on hourly rates or on a fixed fee basis. For arrangements 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. For arrangements based on a fixed fee, revenue is recognized based on the progress or the percentage of completion of the NRE service project. Expenses associated with performance of work may be reimbursed with a markup depending on contractual terms and are included in revenue. Contract costs related to NRE arrangements are incurred over time, which can be several years, and the estimation of these costs requires management’s judgment. Significant judgment is required when estimating total contract costs and progress to completion on the arrangements, as well as whether a loss is expected to be incurred on the contract. In estimating total contract costs, the Company is also required to estimate the effort expected to be incurred to complete a NRE project. These estimates are subject to significant estimation uncertainty as actual time and effort incurred on completing a NRE project or actual rates of either internal or contracted personnel working on such NRE projects may differ from the Company’s estimates. Changes in circumstances may change the original estimates of revenues, costs, or extent of progress toward completion, revisions to the estimates are made which may result in increases or decreases in estimated revenues or costs, and such revisions are reflected in income in the period in which the circumstances that gave rise to the revision become known to us. We perform ongoing profitability analysis of our contracts accounted for under this method to determine whether the latest estimates of revenues, costs, and profits require updating. If at any time these estimates indicate that the contract will be unprofitable, the entire estimated loss for the remainder of the contract is recorded immediately. The Company enters into term-based licenses that provide customers the right to use certain information available with the Company. Revenue from these licenses is recognized at the point in time at which the customer is able to use and benefit from the licensed information, which is generally upon delivery of the information to the customer or upon commencement of the renewal term. Amounts billed to customers for shipping and handling are included in revenue. Taxes collected from customers and remitted to governmental authorities are excluded from revenue on the net basis of accounting. 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 up to 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. See Product Warranties for accounting policy on standard warranties. Other Policies, Judgments and Practical Expedients Contract balances. Contract assets and liabilities represent the differences in the timing of revenue recognition from the receipt of cash from the Company’s customers and billings. Contract assets reflect revenue recognized and performance obligations satisfied in advance of customer billing. Contract liabilities relate to payments received in advance of the satisfaction of performance under the contract. Receivable represents right to consideration that is unconditional. Such rights are considered unconditional if only the passage of time is required before payment of that consideration is due. 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. The Company has elected the optional exemption, which allows for the exclusion of the amounts for remaining performance obligations that are part of contracts with an original expected duration of one year or less. Significant financing component. In certain arrangements, the Company receives payment from a customer either before or after the performance obligation has been satisfied. Typically, the expected timing difference between the payment and satisfaction of performance obligations 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 or provide financing from or to the customers. Contract modifications . The Company may modify contracts to offer customers additional products or services. Each of the additional products and services are generally considered distinct from those products or services transferred to the customer before the modification. The Company evaluates whether the contract price for the additional products and services reflects the standalone selling price as adjusted for facts and circumstances applicable to that contract. In these cases, the Company accounts for the additional products or services as a separate contract. In other cases where the pricing in the modification does not reflect the standalone selling price as adjusted for facts and circumstances applicable to that contract, the Company accounts on a prospective basis where the remaining goods and services are distinct from the original items and on a cumulative catch-up basis when the remaining goods and services are not distinct from the original items. Judgments and estimates. Accounting for contracts recognized over time involves the use of various techniques to estimate total contract revenue and costs. Due to uncertainties inherent in the estimation process, it is possible that estimates of costs to complete a performance obligation will be revised in the near term. The Company reviews and updates its contract-related estimates regularly, and records adjustments as needed. For those performance obligations for which revenue is recognized using a cost-to-cost input method, changes in total estimated costs, and related progress towards complete satisfaction of the performance obligation, are recognized on a cumulative catch-up basis in the period in which the revisions to the estimates are made. Cost of Sales The Company includes all manufacturing and sourcing costs incurred prior to the receipt of finished goods at its distribution facility in cost of sales. Cost of sales include the fixed and variable manufacturing cost of the Company’s LiDAR, which primarily consists of personnel-related costs including stock-based compensation for personnel engaged in manufacturing, assembly and related services, material purchases from third-party contract manufacturers and other suppliers which are directly associated with our manufacturing process as well as costs associated with excess capacity. Cost of sales also includes cost of providing services to customers, write downs for excess and obsolete inventory, and shipping costs. Research and Development (R&D) 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, improving existing products and services, and developing manufacturing processes. R&D expenses are expensed as incurred. Design and development costs for products to be sold under long-term supply arrangements are expensed as incurred. Design and development costs for molds, dies, and other tools involved in new technologies are expensed as incurred. Design and development costs for molds, dies, and other tools that will be used in producing the products under a long-term supply arrangement are capitalized as part of the molds, dies, and other tools. Stock-based Compensation Employee awards For equity classified awards, the Company measures the cost of share-based awards granted to employees, non-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 purchase rights under the Company’s 2020 Employee Stock Purchase Plan (“ESPP”) 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, if any. The grant-date fair value of restricted stock unit is calculated based on the fair value of the underlying common stock. The grant-date fair value of stock-based awards with market conditions is calculated using a Monte Carlo simulation model. 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 has elected to recognize the effect of forfeitures in the period they occur. The Company grants fixed value share-based awards to certain employees, wherein the awardee is entitled to a fixed dollar value compensation settled by issuing shares on the vesting date, with the number of shares determined based on the Company’s stock price on or close to the settlement date. These fixed value equity awards are considered as liability classified awards. The Company measures the cost of fixed value share-based awards granted to employees based on a fixed monetary amount that is known at the inception of the obligation. The Company records the compensation cost for the fixed dollar amount of the award over the vesting period, with a corresponding liability. Stock-based payments to vendors / non-employees The Company has entered into arrangements with certain vendors and other third parties wherein the Company at its discretion may elect to compensate the respective vendors for services provided in either cash or by issuing shares of the Company’s Class A common stock (“Stock-in-lieu of Cash Program”). Typically, the amounts owed under the Stock-in-lieu of Cash Program are settled by issuing shares, with the number of shares generally determined based on the Company’s stock price on or close to the settlement date. Payments owed under this program may be equity or liability classified depending upon fixed or variable number of shares issued for the amount owed to vendors. The Company measures the cost based on a fixed monetary amount that is known at the inception of the obligation. Income Taxes Income taxes are accounted for 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 strategies, and results of recent operations. If it is determined that deferred tax assets would be realized in the future, in excess of their net recorded amount, an adjustment would be made to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. The Company records uncertain tax positions in accordance with ASC 740, Income Taxes, on the basis of a two-step process which includes (1) determining whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position, and (2) for those tax positions that meet the more-likely-than-not recognition threshold. Recognized income tax positions are measured at the largest amount of tax benefit that is more than 50% likely to be realized upon ultimate settlement with the related tax authority. 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. The Tax Cuts and Jobs Act (“TCJA”) subjects a U.S. shareholder to tax on global intangible low-taxed income (“GILTI”) earned by certain foreign subsidiaries. Under GAAP, the Company can make an accounting policy election to either treat taxes due on the GILTI inclusion as a current period expense or factor such amounts into the Company’s measurement of deferred taxes. The Company elected to treat the GILTI inclusion as a period expense. Recent Accounting Pronouncements Not Yet Effective In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No. ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 requires a public company to enhance the transparency and decision usefulness of income tax disclosures to provide information to better assess how an entity’s operations and related tax risks and tax planning and operational opportunities affect its tax rate and prospects for future cash flows. ASU 2023-09 will be effective for the Company for the annual period beginning January 1, 2025 with early adoption permitted. The Company is currently in the process of evaluating the effects of this pronouncement on the Company’s financial statements and does not expect it to have a material impact on the consolidated financial statements. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). ASU 2023-07 requires a public company to enhance disclosures about significant segment expenses and provide incremental segment information on an annual and interim basis to enable investors to develop more decision-useful financial analyses. ASU 2023-07 will be effective for the Company for fiscal year beginning January 1, 2024, and interim periods within fiscal year beginning January 1, 2025, with early adoption permitted. The Company is currently in the process of evaluating the effects of this pronouncement on the Company’s financial statements and does not expect it to have a material impact on the consolidated financial statements. |
Business Combinations
Business Combinations | 12 Months Ended |
Dec. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Combinations | Business Combinations Acquisition of Seagate’s LiDAR Business On January 18, 2023, the Company acquired certain assets (including intellectual property (“IP”), equipment and other assets) and employees from Seagate Technology LLC and its affiliates (together “Seagate”). The Company simultaneously licensed IP from Seagate. The aggregate purchase price of $12.6 million for the said acquired assets and the license was paid in cash. The acquired assets and employees comprised Seagate’s LiDAR development operations and have been combined into the Company’s research and development team. This transaction has been accounted for as a business combination. Recording of Assets Acquired Price allocation includes estimates of fair value of certain working capital and deferred tax balances. During the second quarter ended June 30, 2023, the Company finalized its determination relating to the fair value of assets acquired from Seagate. The following table summarizes the purchase price allocation to assets acquired (in thousands): Recorded Value Property plant and equipment $ 3,163 Developed Technology (1) 8,240 Goodwill (2) 1,063 Other assets 142 Net assets acquired $ 12,608 (1) Technology and IP Licenses were measured using the cost approach. Significant inputs used as part of the valuation of intangible assets include personnel costs, overhead costs, developer’s profit, and expected time to reproduce. (2) Goodwill is the excess of the consideration transferred over the net assets recognized and represents the expected future economic benefits as a result of other assets acquired that could not be individually identified and separately recognized. Goodwill is not amortized. The factors that made up the goodwill recognized included workforce and expected synergies derived from the technology application to the Company’s current technological platforms. The entire amount of goodwill is expected to be deductible for tax purposes and is allocated to the Autonomy Solutions segment, which is also deemed the reporting unit. Identifiable intangible assets recognized (in thousands): Useful Life Recorded Value Developed technology 4 — 6 years $ 8,240 The acquired business did not contribute distinct revenues but added additional operating expenses primarily related to personnel-related costs of the hired team of former Seagate employees and related facilities costs in the period from January 18, 2023 to December 31, 2023. Such operating expenses were not material to the operating results of the Company for the year ended December 31, 2023. Freedom Photonics Acquisition On April 13, 2022 (the “Acquisition Date”), the Company completed its acquisition of Freedom Photonics, a designer and manufacturer of high-performance lasers and related photonic products. The Freedom Photonics acquisition is expected to help the Company secure intellectual property and the supply of a key enabling component as part of the Company’s vertical integration strategy. Pursuant to the terms of the merger agreement between the Company and Freedom Photonics, the Company acquired all of the issued and outstanding units of capital of Freedom Photonics for an aggregate purchase price of approximately $34.6 million payable primarily in Class A common stock of the Company. The purchase price includes a $0.4 million adjustment to the preliminary estimates of working capital. In conjunction with the acquisition, the Company issued share-based compensation awards to certain employees and selling equity holders of Freedom Photonics, which may result in future stock-based compensation expense, subject to achievement of certain service and performance conditions, including certain technical and financial milestones. These post-combination shared-based awards were determined to be compensatory in nature and consequently are being expensed over the vesting period of these awards. The results of operations related to Freedom Photonics are included in the Company’s consolidated statements of operations beginning from the Acquisition Date. As part of the transaction, the Company incurred $1.4 million of acquisition-related costs, which were expensed and included in general and administrative expenses in the periods in which the costs were incurred. Recording of Assets Acquired and Liabilities Assumed The following table summarizes the purchase price allocation to assets acquired and liabilities assumed, including identification of measurement period adjustments (in thousands): Recorded Value Cash and cash equivalents $ 1,063 Accounts receivable 3,311 Contract asset 1,913 Inventories, net 127 Prepaid expenses and other current assets 70 Property and equipment 1,353 Operating lease right-of-use assets 449 Other non-current assets 22 Intangible assets (1) 15,600 Goodwill (2) 15,885 Total assets acquired 39,793 Current and non-current liabilities (5,158) Total liabilities assumed (5,158) Net assets acquired $ 34,635 (1) Tradename was measured using the relief-from-royalty method. The remaining identifiable intangible assets were measured using the income approach. Significant inputs used as part of the valuation of intangible assets include revenue forecasts, present value factors, expected product margins and costs to complete the IPR&D. (2) Goodwill is the excess of the consideration transferred over the net assets recognized and represents the expected future economic benefits as a result of other assets acquired that could not be individually identified and separately recognized. Goodwill is not amortized. The factors that made up goodwill recognized included assembled workforce and component cost savings. The entire amount of goodwill is expected to be deductible for tax purposes and is allocated to the ATS segment, which is also deemed the reporting unit. In the fourth quarter of 2023, $12.5 million of the goodwill recorded above in the ATS segment was impaired. See Note 6 for additional information. Identifiable intangible assets recognized (in thousands): Useful Life Recorded Value Customer backlog 2 years $ 650 Customer relationships 4 years 2,950 Developed technology 8 years 4,000 IPR&D (1) 7,500 Tradename 4 years 500 Total intangible assets $ 15,600 (1) IPR&D intangibles are treated as indefinite-lived until the completion or abandonment of the associated R&D project, at which time the appropriate useful lives will be determined. In the fourth quarter of 2023, $3.0 million of the IPR&D relating to the Freedom Photonics acquisition recognized above was impaired. See Note 6 for additional information. Supplemental Unaudited Pro Forma Information The following unaudited pro forma financial information summarizes the combined results of operations for the Company and Freedom Photonics as if the companies were combined as of the beginning of fiscal year 2021. The unaudited pro forma information includes adjustments to amortization and depreciation for intangible assets and property and equipment acquired, the purchase accounting effect on transaction costs, and stock-based compensation expense. The table below reflects the impact of adjustments to the unaudited pro forma results for the year ended December 31, 2022 that are directly attributable to the acquisition (in thousands): December 31, 2022 (Unaudited) Decrease to expenses as a result of transaction costs $ (2,582) Increase to expenses as a result of stock-based compensation expense 4,119 The unaudited pro forma information presented below is for informational purposes only and is not necessarily indicative of our consolidated results of operations of the combined business had the acquisition actually occurred at the beginning of fiscal year 2021 or the results of our future operations of the combined businesses (in thousands). December 31, 2022 (Unaudited) Revenue $ 46,422 Net loss (447,736) Solfice Assets Acquisition On June 15, 2022, the Company completed its acquisition from Solfice of certain assets for an aggregate consideration of $6.3 million, payable in Class A common stock of the Company, that are expected to advance Luminar’s mapping software development capabilities. The transaction was determined to be an asset acquisition under ASC 805, Business Combinations, with substantially all of the fair value attributable to acquired technology. Optogration Acquisition On August 3, 2021, (the “Optogration Acquisition Date”) the Company completed its acquisition of Optogration. The Optogration acquisition helps the Company secure intellectual property and supply of Indium Gallium Arsenide (“InGaAs”) photodetector semiconductor chips, which are used to convert optical power into an electrical current. The acquisition of Optogration is part of the Company’s vertical integration strategy, which helps to secure the supply of a key component of its sensor technology. Pursuant to the terms of the Stock Purchase Agreement between the Company and Optogration, the Company acquired all of the issued and outstanding capital stock of Optogration for an aggregate purchase price of approximately $6.3 million payable in Class A common stock of the Company. Subsequent to the Optogration Acquisition Date, up to $22.0 million of post combination share-based awards may be payable to certain selling shareholders of Optogration, subject to certain service and performance conditions. These post combination shared-based awards were determined to be compensatory in nature and consequently are being expensed over the vesting period of these awards. In August 2022, the Company issued 1,632,056 shares of Class A common stock for $11.0 million of the Optogration Milestone Awards due to achievement of the service and performance conditions. As of December 31, 2023, it is probable that the service and performance conditions for the remaining $11.0 million obligation will be met. The results of operations related to Optogration are included in the Company’s consolidated statements of operations beginning from the Optogration Acquisition Date. The impact of the acquisition on the consolidated financial results of the Company for the year ended December 31, 2022 was not material. Recording of Assets Acquired and Liabilities Assumed Estimates of fair value included in the consolidated financial statements, in conformity with ASC 820, Fair Value Measurement, represent the Company’s best estimates and valuations. In accordance with ASC 805, Business Combinations, the allocation of the consideration value is subject to adjustment until the Company has completed its analysis, but not to exceed one year after the Optogration Acquisition Date to provide the Company with the time to complete the valuation of its assets and liabilities. Settlement of a pre-existing agreement with Optogration Prior to the acquisition, the Company had contracted with Optogration as a supplier. In assessing whether said pre-existing supply contract was at market, favorable or unfavorable from the Company’s perspective, the Company assessed whether the terms of the supply contract, including pricing, were consistent with what the Company would have required from another company that would have contracted for similar products and production volumes. The Company concluded that the supply agreement was at market, and thus no gain or loss was recognized upon effective settlement of the pre-existing supply agreement. The following table summarizes the purchase price allocation to assets acquired and liabilities assumed, including identification of measurement period adjustments: Recorded Value Cash and cash equivalents $ 358 Accounts receivable 810 Other current assets 482 Property and equipment 1,248 Other non-current assets 384 Intangible assets (1) 2,650 Goodwill (2) 2,244 Total assets acquired 8,176 Current Liabilities (488) Non-current liabilities (1,346) Total liabilities assumed (1,834) Net assets acquired $ 6,342 (1) Identifiable intangible assets were measured using the income approach. (2) Goodwill is the excess of the consideration transferred over the net assets recognized and represents the expected future economic benefits as a result of other assets acquired that could not be individually identified and separately recognized. Goodwill is not amortized. The factors that made up the goodwill recognized included assembled workforce and component cost savings. Goodwill is not expected to be deductible for tax purposes. Identifiable intangible assets recognized: Useful Life Recorded Value Customer relationships 10 years $ 780 Tradename ≤ 1 year 120 Developed technology 10 years 1,750 Total intangible assets $ 2,650 |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue The Company’s revenue is comprised of sales of LiDAR sensors hardware, components, NRE services and licensing of certain information available with the Company. Disaggregation of Revenues The Company disaggregates its revenue from contracts with customers by (1) geographic region based on customer’s billed to location, and (2) type of good or service and timing of transfer of goods or services to customers (point-in-time or over time), as it believes it best depicts how the nature, amount, timing and uncertainty of its revenue and cash flows are affected by economic factors. Total revenue based on the disaggregation criteria described above, as well as revenue by segment, are as follows (in thousands): Year Ended December 31, 2023 2022 2021 Revenue % of Revenue Revenue % of Revenue Revenue % of Revenue Revenue by primary geographical market: North America $ 64,083 92 % $ 35,032 86 % $ 23,043 72 % Asia Pacific 1,178 2 % 3,703 9 % 2,502 8 % Europe and Middle East 4,518 6 % 1,963 5 % 6,399 20 % Total $ 69,779 100 % $ 40,698 100 % $ 31,944 100 % Revenue by timing of recognition: Recognized at a point in time $ 45,049 65 % $ 17,595 43 % $ 8,892 28 % Recognized over time 24,730 35 % 23,103 57 % 23,052 72 % Total $ 69,779 100 % $ 40,698 100 % $ 31,944 100 % Revenue by segment: Autonomy Solutions $ 48,835 70 % $ 24,353 60 % $ 28,497 89 % ATS 20,944 30 % 16,345 40 % 3,447 11 % Total $ 69,779 100 % $ 40,698 100 % $ 31,944 100 % Volvo Stock Purchase Warrant The Company had previously issued certain stock purchase warrants (“Volvo Warrants”) to Volvo Car Technology Fund AB (“VCTF”) in connection with an engineering services contract. The Volvo Warrants vest and become exercisable in two tranches based on satisfaction of certain commercial milestones. The fair value of the first tranche of the Volvo Warrants was recorded as a reduction in revenue in 2021. The second tranche of the Volvo warrants will be recorded as reduction in revenue upon achievement of sales of a certain number of the Company’s sensors to Volvo for use in their commercial vehicles, which had not commenced as of the end of December 31, 2023. Contract assets and liabilities Changes in the Company’s contract assets and contract liabilities primarily result from the timing difference between the Company’s performance and the customer’s payment based on contractual terms. Contract assets primarily represent revenues recognized for performance obligations that have been satisfied but for which amounts have not been billed. Contract liabilities consist of the Company’s obligation to transfer goods or services to a customer for which the Company has received consideration from the customer. Customer advanced payments represent required customer payments in advance of product shipments. Customer advance payments are recognized in revenue as or when control of the performance obligation is transferred to the customer. The opening and closing balances of contract assets were as follows (in thousands): December 31, 2023 2022 Contract assets, current $ 14,132 $ 15,395 Contract assets, non-current 2,471 2,575 Ending balance $ 16,603 $ 17,970 The significant changes in contract assets balances consisted of the following (in thousands): December 31, 2023 2022 Beginning balance $ 17,970 $ 9,907 Amounts billed that were included in the contract assets beginning balance (10,965) (4,228) Revenue recognized for performance obligations that have been satisfied but for which amounts have not been billed 9,598 12,291 Ending balance $ 16,603 $ 17,970 The opening and closing balances of contract liabilities were as follows (in thousands): December 31, 2023 2022 Contract liabilities, current $ 3,127 $ 1,993 Contract liabilities, non-current 805 1,015 Ending balance $ 3,932 $ 3,008 The significant changes in contract liabilities balances consisted of the following (in thousands): December 31, 2023 2022 Beginning balance $ 3,008 $ 898 Revenue recognized that was included in the contract liabilities beginning balance (2,125) (489) Increase due to cash received and not recognized as revenue and billings in excess of revenue recognized during the period 3,049 2,599 Ending balance $ 3,932 $ 3,008 Remaining Performance Obligations |
Investments
Investments | 12 Months Ended |
Dec. 31, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments | Investments Debt Securities The Company’s investments in debt securities consisted of the following as of December 31, 2023 and 2022 (in thousands): December 31, 2023 Cost Gross Gross Fair Value U.S. treasury securities $ 86,764 $ 20 $ — $ 86,784 U.S. agency and government sponsored securities 2,732 — — 2,732 Commercial paper 10,144 — — 10,144 Corporate bonds 44,924 9 (27) 44,906 Total debt securities $ 144,564 $ 29 $ (27) $ 144,566 Included in cash and cash equivalents $ 1,595 $ — $ (1) $ 1,594 Included in marketable securities $ 142,969 $ 29 $ (26) $ 142,972 December 31, 2022 Cost Gross Gross Fair Value U.S. treasury securities $ 191,075 $ 3 $ (2,598) $ 188,480 U.S. agency and government sponsored securities 4,999 — (75) 4,924 Commercial paper 74,755 — (232) 74,523 Corporate bonds 111,123 — (1,214) 109,909 Asset-backed securities 11,945 — (110) 11,835 Total debt securities $ 393,897 $ 3 $ (4,229) $ 389,671 Included in marketable securities $ 393,897 $ 3 $ (4,229) $ 389,671 The following table presents the gross unrealized losses and the fair value for those debt securities that were in an unrealized loss position for less than 12 months as of December 31, 2023 and 2022 (in thousands): December 31, 2023 December 31, 2022 Gross Fair Value Gross Fair Value U.S. treasury securities $ — $ — $ (2,598) $ 158,888 U.S. agency and government sponsored securities — 741 (75) 4,924 Commercial paper — — (232) 74,523 Corporate bonds (27) 30,621 (1,214) 109,909 Asset-backed securities — — (110) 11,835 Total $ (27) $ 31,362 $ (4,229) $ 360,079 Equity Investments The Company’s equity investments consisted of the following as of December 31, 2023 and 2022 (in thousands): December 31, Consolidated Balance Sheets Location 2023 2022 Money market funds (1) Cash and cash equivalents $ 101,842 $ 42,056 Marketable equity investments (1) Marketable securities 7,755 29,643 Investment in non-marketable securities (2) Other non-current assets 10,000 — Non-marketable equity investment measured using the measurement alternative (2) Other non-current assets 4,000 4,000 $ 123,597 $ 75,699 (1) Investments with readily determinable fair values. (2) Investment in privately held company without readily determinable fair value. In December 2021, the Company made an investment in 1,495 Class A Preferred Units of Robotic Research OpCo, LLC (“Robotic Research”) for consideration of $10.0 million, which was settled by issuing 618,924 shares of Class A common stock of the Company. The Company’s investment in Robotic Research represents less than 5% of Robotic Research’s capitalization. The Company neither has a significant influence over Robotic Research nor does its investment amount to a controlling financial interest in Robotic Research. As such, the Company measured the initial investment in Robotic Research at cost as provided under the guidance for measurement of equity investment using the measurement alternative. In the fourth quarter of 2022, the Company recorded an impairment charge of $6.0 million related to the investment in Robotic Research. In December 2022, the Company made an investment in 1,500,000 Class A ordinary shares of ECARX Holdings Inc., (“ECARX”) for consideration of $15.0 million, which was settled by issuing 2,030,374 shares of Class A common stock of the Company. The Company’s investment in ECARX represents less than 5% of ECARX’s capitalization. The Company neither has a significant influence over ECARX nor does its investment amount to a controlling financial interest in ECARX. The Company measured the investment in ECARX using the quoted prices in active markets with changes recorded in other income (expense), net on the consolidated statement of operations. Jun Hong Heng is a director of ECARX. Mr. Heng is also a director of Luminar. In August 2023, the Company made an investment in a Simple Agreement for Future Equity (“SAFE”) of Plus Automation, Inc. (“Plus”) for consideration of $10.0 million, towards which the Company initially issued 1,490,313 shares of Class A common stock of the Company. In September 2023, the Company settled the consideration owed by issuing an additional 436,158 shares of Class A common stock. The Company’s investment in Plus represents less than 5% of Plus’s capitalization. The Company neither has a significant influence over Plus nor does its investment amount to a controlling financial interest in Plus. |
Financial Statement Components
Financial Statement Components | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Financial Statement Components | Financial Statement Components Cash and Cash Equivalents Cash and cash equivalents consisted of the following (in thousands): December 31, 2023 2022 Cash $ 35,659 $ 27,496 Money market funds 101,842 42,056 Commercial paper 497 — Corporate bonds 1,097 — Total cash and cash equivalents $ 139,095 $ 69,552 Inventory Inventory consisted of the following (in thousands): December 31, 2023 2022 Raw materials $ 5,614 $ 3,614 Work-in-process 2,521 2,329 Finished goods 4,061 2,849 Total inventory $ 12,196 $ 8,792 The Company’s inventory write-downs were $19.5 million, $12.2 million and $2.9 million during the years ended December 31, 2023, 2022 and 2021, respectively. The write-downs were primarily due to obsolescence charges as a result of change in product design, lower of cost or market assessment, yield losses, and other adjustments. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following (in thousands): December 31, 2023 2022 Prepaid expenses $ 12,434 $ 15,653 Contract assets 14,132 15,395 Advance payments to vendors 3,038 7,919 Other receivables 3,346 5,236 Total prepaid expenses and other current assets $ 32,950 $ 44,203 Property and Equipment Property and equipment consisted of the following (in thousands): December 31, 2023 2022 Machinery and equipment $ 58,815 $ 14,047 Computer hardware and software 7,025 6,797 Land 1,001 1,001 Leasehold improvements 22,531 885 Vehicles, including demonstration fleet 2,207 3,222 Furniture and fixtures 900 818 Construction in progress 2,256 13,642 Total property and equipment 94,735 40,412 Accumulated depreciation and amortization (28,435) (10,152) Total property and equipment, net $ 66,300 $ 30,260 Property and equipment capitalized under finance lease were not material. Depreciation and amortization associated with property and equipment was $22.3 million, $4.3 million and $3.9 million for the years ended December 31, 2023, 2022 and 2021, respectively. The Company continually evaluates opportunities for optimizing its manufacturing processes and product design. In the second quarter of 2023, the Company’s management began evaluating its sourcing strategy with the objective to reduce future per unit sensor manufacturing costs. In the third quarter of 2023, the Company finalized and committed to a plan to change its sourcing of certain sub-assemblies and components from one supplier to another which will require the Company to abandon certain equipment located at the legacy supplier. As a result, the Company has reduced the useful lives of the long-lived assets within the impacted asset group in line with when these assets are expected to be abandoned. The Company expects the transition to new suppliers to be completed in 2024. The reduction in the estimated useful lives of the impacted assets resulted in the Company recording $9.2 million of incremental accelerated depreciation charges in the year ended December 31, 2023. Intangible Assets The following table summarizes the activity in the Company’s intangible assets (in thousands): December 31, 2023 2022 Beginning of the period $ 22,077 $ 2,424 Additions 8,240 21,890 Amortization (4,323) (2,237) Impairment (1) (3,000) — End of the period $ 22,994 $ 22,077 Intangible assets were acquired in connection with the Company’s acquisition of Optogration in August 2021, Freedom Photonics in April 2022 and Solfice in June 2022. See Note 3 for further details of these acquisitions. The components of intangible assets were as follows (in thousands): December 31, 2023 December 31, 2022 Gross Accumulated Impairment(1) Net Weighted Average Gross Accumulated Impairment Net Weighted Average Customer relationships $ 3,730 $ (1,479) $ — $ 2,251 3.7 $ 3,730 $ (664) $ — $ 3,066 4.4 Customer backlog 650 (650) — — — 650 (292) — 358 0.9 Tradename 620 (339) — 281 2.3 620 (214) — 406 3.3 Assembled workforce 130 (130) — — — 130 (130) — — — Developed technology 20,150 (4,188) — 15,962 5.5 11,910 (1,163) — 10,747 7.5 IPR&D 7,500 — (3,000) 4,500 — 7,500 — — 7,500 — Total intangible assets $ 32,780 $ (6,786) $ (3,000) $ 22,994 5.2 $ 24,540 $ (2,463) $ — $ 22,077 6.6 (1) See below for discussions related to impairment charges. Amortization expense related to intangible assets was $4.3 million, $2.2 million and $0.2 million for the year ended December 31, 2023, 2022 and 2021, respectively. As of December 31, 2023, the expected future amortization expense for intangible assets was as follows (in thousands): Period Expected Future 2024 $ 4,001 2025 4,001 2026 3,354 2027 3,138 2028 1,646 Thereafter 2,354 IPR&D 4,500 Total $ 22,994 Goodwill The carrying amount of goodwill allocated to the Company’s reportable segments was as follows (in thousands): Autonomy Solutions ATS Total Balance as of December 31, 2022 $ 687 $ 18,129 $ 18,816 Goodwill related to acquisition of Seagate’s lidar business (see Note 3) 1,063 — 1,063 Impairment of goodwill related to Freedom Photonics — (12,489) (12,489) Balance as of December 31, 2023 $ 1,750 $ 5,640 $ 7,390 During the year ended December 31, 2023, the Company recognized impairment charges of $12.5 million and $3.0 million related to goodwill and IPR&D related to Freedom Photonics. These impairment charges were due to events which occurred during the fourth quarter of 2023, including a decision to delay development activities on certain new products resulting from an increase in focus on supporting the product roadmap of the Autonomy Solutions segment, and a lowering of the growth outlook for the business due to less than anticipated traction in sales of new products. Total life-to-date goodwill impairment charge recorded by the ATS reportable segment was $12.5 million and no impairment charge has been recorded by the Autonomy Solutions reportable segment. In relation to the goodwill, the Company engaged third-party valuation specialists and used industry accepted valuation models and criteria that were reviewed and approved by various levels of management. The Company assessed the fair value of the Freedom Photonics reporting during the fourth quarter of 2023, using the discounted cash flow method under the income approach, utilizing estimated cash flows and a terminal value, discounted at a rate of return that reflects the relative risk of the cash flows. The significant assumptions used in the assessment of the reporting unit included revenue growth rates, profit margins, operating expenses, capital expenditures, terminal value and a discount rate. As a result of this assessment, the Company concluded that the carrying value of the Freedom Photonics reporting unit exceeded the estimated fair value by $12.5 million, which was recorded as a noncash impairment charge to goodwill. In relation to the intangibles, the significant assumptions used in the assessment of the IPR&D intangible asset included revenue growth rates, a discount rate and a royalty rate. Based on this assessment, the Company recorded a $3.0 million noncash impairment charge related to the IPR&D intangible asset. Other Non-Current Assets Other non-current assets consisted of the following (in thousands): December 31, 2023 2022 Security deposits $ 2,410 $ 5,495 Non-marketable equity investment (see Note 5 for additional information) 14,000 4,000 Advance payment for capital projects — 27,683 Contract assets 2,471 2,575 Other non-current assets 3,475 591 Total other non-current assets $ 22,356 $ 40,344 Accrued and Other Current Liabilities Accrued and other current liabilities consisted of the following (in thousands): December 31, 2023 2022 Accrued compensation and benefits $ 20,658 $ 16,682 Accrued expenses 14,723 22,358 Contract losses 8,790 7,526 Warranty reserves 4,154 3,584 Contract liabilities 3,127 1,993 Accrued interest payable and other liabilities 1,153 819 Total accrued and other current liabilities $ 52,605 $ 52,962 During the years ended December 31, 2023 and 2022, the Company recorded $16.4 million and $19.2 million, respectively, in cost of sales (services) estimated losses expected to be incurred on NRE projects with certain customers. Estimated contract losses in the year ended December 31, 2021 were not material. The estimated contract losses recorded in 2023 were primarily driven by changes in scope of project deliverables agreed upon with a customer during the year, and in 2022 primarily driven by (a) changes in estimates related to costs expected to be incurred for contractual milestones of certain projects based on actual experience on similar projects and (b) changes in technical specifications by a customer during the year. |
Convertible Senior Notes and Ca
Convertible Senior Notes and Capped Call Transactions | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Convertible Senior Notes and Capped Call Transactions | Convertible Senior Notes and Capped Call Transactions In December 2021, the Company issued $625.0 million aggregate principal amount of 1.25% Convertible Senior Notes due 2026 in a private placement, which included $75.0 million aggregate principal amount of such notes pursuant to the exercise in full of the option granted to the initial purchasers to purchase additional notes (collectively, the “Convertible Senior Notes”). The interest on the Convertible Senior Notes is payable semi-annually in arrears on June 15 and December 15 of each year, beginning on June 15, 2022. The Convertible Senior Notes will mature on December 15, 2026, unless earlier repurchased or redeemed by the Company or converted pursuant to their terms. The total net proceeds from the debt offering, after deducting fees paid to the initial purchasers paid by the Company, was approximately $609.4 million. Each $1,000 principal amount of the Convertible Senior Notes is initially convertible into 50.0475 shares of the Company’s Class A common stock, par value $0.0001, which is equivalent to an initial conversion price of approximately $19.98 per share. The conversion rate is subject to adjustment upon the occurrence of certain specified events prior to the maturity date but will not be adjusted for any accrued and unpaid interest. In addition, following certain corporate events that occur prior to the maturity date or if the Company delivers a notice of redemption in respect of some or all of the Convertible Senior Notes, the Company will, under certain circumstances, increase the conversion rate of the Convertible Senior Notes for a holder who elects to convert its Convertible Senior Notes in connection with such a corporate event or convert its Convertible Senior Notes called for redemption during the related redemption period, as the case may be. The Convertible Senior Notes are redeemable, in whole or in part (subject to certain limitations), at the Company’s option at any time, and from time to time, on or after December 20, 2024, and on or before the 40th scheduled trading day immediately before the maturity date, at a cash redemption price equal to the principal amount of the Convertible Senior Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, but only if certain liquidity conditions are satisfied and the last reported sale price per share of the Class A common stock exceeds 130% of the conversion price on (1) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related redemption notice, and (2) the trading day immediately before the date the Company sends such notice. If the Company undergoes a fundamental change (as defined in the indenture governing the Convertible Senior Notes) prior to the maturity date, holders may require the Company to repurchase for cash all or any portion of their Convertible Senior Notes in principal amounts of $1,000 or a multiple thereof at a fundamental change repurchase price equal to 100% of the principal amount of the Convertible Senior Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date. Holders of the Convertible Senior Notes may convert their Convertible Senior Notes at their option at any time prior to the close of business on the business day immediately preceding December 15, 2026, in multiples of $1,000 principal amount, only under the following circumstances: (1) during any calendar quarter (and only during such calendar quarter) commencing after the calendar quarter ending on March 31, 2022, if the last reported sale price per share of the Class A common stock exceeds 130% of the conversion price for each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter; (2) during the five consecutive business days immediately after any 10 consecutive trading day period (such 10 consecutive trading day period, the “measurement period”) in which the trading price per $1,000 principal amount of Convertible Senior Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price per share of the Class A common stock on such trading day and the conversion rate on such trading day; (3) upon the occurrence of specified corporate events or distributions on the Class A common stock; and (4) if the Convertible Senior Notes are called for redemption. On or after June 15, 2026, holders may convert all or any portion of their Convertible Senior Notes at any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date, regardless of the foregoing circumstances. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of its Class A common stock or a combination of cash and shares of its Class A common stock, at the Company’s election. As of December 31, 2023, the conditions allowing holders of the Convertible Senior Notes to convert were not met. The Company’s currently intends to settle the principal amount of its outstanding Convertible Senior Notes in cash and any excess in shares of the Company’s Class A common stock. The Convertible Senior Notes are senior unsecured obligations and will rank equal in right of payment with the Company’s future senior unsecured indebtedness; senior in right of payment to the Company’s future indebtedness that is expressly subordinated to the Convertible Senior Notes; effectively subordinated to the Company’s existing and future secured indebtedness, to the extent of the value of the collateral securing that indebtedness; and structurally subordinated to all existing and future indebtedness and other liabilities, including trade payables, and (to the extent the Company is not a holder thereof) preferred equity, if any, of the Company’s subsidiaries. The Company has classified the Convertible Senior Notes as a non-current liability under the guidance in ASC 470-20, as amended by ASU 2020-06. Debt discount and issuance costs aggregating approximately $16.2 million were initially recorded as a reduction to the principal amount of the Convertible Senior Notes and is being amortized as interest expense on a straight line basis over the contractual terms of the notes. The Company estimates that the difference between amortizing the debt discounts and the issuance costs using the straight line method as compared to using effective interest rate method is immaterial. The net carrying amount of the Convertible Senior Notes was as follows (in thousands): December 31, 2023 2022 Principal $ 625,000 $ 625,000 Unamortized debt discount and issuance costs (9,572) (12,808) Net carrying amount $ 615,428 $ 612,192 The following table sets forth the interest expense recognized related to the Convertible Senior Notes (in thousands): Year Ended December 31 2023 2022 2021 Contractual interest expense $ 7,812 $ 7,812 $ 316 Amortization of debt discount and issuance costs 3,236 3,236 135 Total interest expense $ 11,048 $ 11,048 $ 451 The remaining term over which the debt discount and issuance costs will be amortized is 2.96 years. Contractual interest expense is reflected as a component of other income (expense), net in the accompanying consolidated statement of operations for the years ended December 31, 2023, 2022 and 2021, respectively. In connection with the offering of the Convertible Senior Notes, the Company entered into privately negotiated capped call option transactions with certain counterparties (the “Capped Calls”). The Capped Calls each have an initial strike price of approximately $19.98 per share, subject to certain adjustments, which corresponds to the initial conversion price of the Convertible Senior Notes. The Capped Calls have initial cap prices of $30.16 per share, subject to certain adjustment events. The Capped Calls are generally intended to reduce the potential dilution to the Class A common stock upon any conversion of the Convertible Senior Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of converted Convertible Senior Notes, as the case may be, with such reduction and/or offset subject to a cap based on the cap price. The Capped Calls expire on April 6, 2027, subject to earlier exercise. The Capped Calls are subject to either adjustment or termination upon the occurrence of specified extraordinary events affecting the Company, including a merger event, a tender offer, and a nationalization, insolvency or delisting involving the Company. In addition, the Capped Calls are subject to certain specified additional disruption events that may give rise to a termination of the Capped Calls, including changes in law, failure to deliver, and hedging disruptions. The Capped Calls are recorded in stockholders’ equity and are not accounted for as derivatives. The net cost of $73.4 million incurred to purchase the Capped Calls was recorded as a reduction to additional paid-in capital in the accompanying consolidated balance sheet. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements As of December 31, 2023, the Company carried cash equivalents, marketable investments and Private Warrants that are measured at fair value on a recurring basis. The Company had previously carried Public Warrants which were exercised and redeemed in March 2021. Additionally, the Company measures its equity-settled fixed value awards at fair value on a recurring basis. See Note 11 for further information on the Company’s fixed value equity awards. Fair value is based on the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: Level 1 — Observable inputs, which include unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 — Observable inputs other than Level 1 inputs, such as quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 — Unobservable inputs that are supported by little or no market activity and that are based on management’s assumptions, including fair value measurements determined by using pricing models, discounted cash flow methodologies or similar techniques. The Company determined the fair value of its Level 1 financial instruments, which are traded in active markets, using quoted market prices for identical instruments. Marketable investments classified within Level 2 of the fair value hierarchy are valued based on other observable inputs, including broker or dealer quotations, alternative pricing sources or U.S. Government Treasury yield of appropriate term. When quoted prices in active markets for identical assets or liabilities are not available, the Company relies on non-binding quotes from its investment managers, which are based on proprietary valuation models of independent pricing services. These models generally use inputs such as observable market data, quoted market prices for similar instruments, historical pricing trends of a security as relative to its peers. To validate the fair value determination provided by its investment managers, the Company reviews the pricing movement in the context of overall market trends and trading information from its investment managers. The Company performs routine procedures such as comparing prices obtained from independent source to ensure that appropriate fair values are recorded. Given that the transfer of Private Warrants to anyone outside of a small group of individuals constituting the sponsors of Gores Metropoulos, Inc. would result in the Private Warrants having substantially the same terms as the Public Warrants, management determined that the fair value of each Private Warrant is the same as that of a Public Warrant, with an insignificant adjustment for short-term marketability restrictions. As of December 31, 2023, management determined the fair value of the Private Warrants using observable inputs in the Black-Scholes valuation model, which used the remaining term of warrants of 1.92 years, volatility of 89.8% and a risk-free rate of 4.27%. Accordingly, the Private Warrants are classified as Level 3 financial instruments. The following table presents changes in Level 3 liabilities relating to Private Warrants measured at fair value (in thousands): Private Balance as of December 31, 2022 $ 3,005 Change in fair value of outstanding warrants (1,936) Balance as of December 31, 2023 $ 1,069 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 (in thousands) Measured as of December 31, 2023: Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $ 101,842 $ — $ — $ 101,842 Commercial paper — 497 — 497 Corporate bonds — 1,097 — 1,097 Total cash equivalents $ 101,842 $ 1,594 $ — $ 103,436 Marketable investments: U.S. treasury securities $ 86,784 $ — $ — $ 86,784 U.S. agency and government sponsored securities — 2,732 — 2,732 Commercial paper — 9,647 — 9,647 Corporate bonds — 43,809 — 43,809 Marketable equity investments 7,755 — — 7,755 Total marketable investments $ 94,539 $ 56,188 $ — $ 150,727 Liabilities: Private Warrants $ — $ — $ 1,069 $ 1,069 Fair Value (in thousands) Measured as of December 31, 2022: Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $ 42,056 $ — $ — $ 42,056 Total cash equivalents $ 42,056 $ — $ — $ 42,056 Marketable investments: U.S. treasury securities $ 188,480 $ — $ — $ 188,480 U.S. agency and government sponsored securities — 4,924 — 4,924 Commercial paper — 74,523 — 74,523 Corporate bonds — 109,909 — 109,909 Asset-backed securities — 11,835 — 11,835 Marketable equity investments 29,643 — — 29,643 Total marketable investments $ 218,123 $ 201,191 $ — $ 419,314 Liabilities: Private Warrants $ — $ — $ 3,005 $ 3,005 As of December 31, 2023 and 2022, the estimated fair value of the Company’s outstanding Convertible Senior Notes was $296.3 million and $352.5 million, respectively. The fair value was determined based on the quoted price of the Convertible Senior Notes in an inactive market on the last trading day of the reporting period and have been classified as Level 2 in the fair value hierarchy. See Note 7 for further information on the Company’s Convertible Senior Notes. The Company’s other financial instruments’ fair value, including accounts receivable, accounts payable and other current liabilities, approximate its carrying value due to the relatively short maturity of those instruments. The carrying amounts of the Company’s finance leases approximate their fair value, which is the present value of expected future cash payments based on assumptions about current interest rates and the creditworthiness of the Company. |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) Per Share | Earnings (Loss) Per Share Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share is computed by dividing net income by the weighted average number of shares of common stock during the period plus, common stock equivalents, as calculated under the treasury stock method, outstanding during the period. If the Company reports a net loss, the computation of diluted loss per share excludes the effect of dilutive common stock equivalents, as their effect would be antidilutive. The Company computes earnings (loss) per share using the two-class method for its Class A and Class B common stock. Earnings (loss) per share is same for both Class A and Class B common stock since they are entitled to the same liquidation and dividend rights. The following table sets forth the computation of basic and diluted loss for the years ended December 31, 2023, 2022, and 2021 as follows: (in thousands, except for share and per share amounts): December 31, 2023 2022 2021 Numerator: Net loss $ (571,269) $ (445,939) $ (237,986) Denominator: Weighted average Common shares outstanding—Basic 389,373,659 356,265,774 346,300,975 Weighted average Common shares outstanding—Diluted 389,373,659 356,265,774 346,300,975 Net loss —Basic and Diluted $ (1.47) $ (1.25) $ (0.69) 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 or related contingencies on issuance of shares had not been met as of the periods presented: December 31, 2023 2022 2021 Warrants 5,757,549 5,757,549 7,166,301 Stock-based awards—Equity classified 37,627,541 33,372,534 24,156,973 Stock-based awards—Liability classified 18,562,440 14,302,723 2,401,648 Vendor stock-in-lieu of cash program 257,171 3,162,879 1,659,510 Convertible Senior Notes 31,279,716 31,279,716 31,279,716 Earn-out shares 8,606,717 8,606,717 8,606,717 Total 102,091,134 96,482,118 75,270,865 The Company uses the if converted method for calculating the dilutive effect of the Convertible Senior Notes using the initial conversion price of $19.981 per share. The closing price of Class A common stock as of December 31, 2023, 2022 and 2021 was less than the initial conversion price. |
Stockholders_ Equity (Deficit)
Stockholders’ Equity (Deficit) | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Stockholders’ Equity (Deficit) | Stockholders’ Equity (Deficit) Class A and Class B Common Stock The Company’s board of directors (the “Board”) has authorized two classes of common stock, Class A and Class B. As of December 31, 2023, the Company had authorized 715,000,000 shares of Class A common stock and 121,000,000 shares of Class B common stock with a par value of $0.0001 per share for each class. As of December 31, 2023, the Company had 344,606,104 shares issued and 322,742,654 shares outstanding shares of Class A common stock, and 97,088,670 shares of issued and outstanding Class B common stock. Holders of the Class A and Class B common stock have identical rights, except that holders of the Class A common stock are entitled to one vote per share and the holder of the Class B common stock is entitled to ten votes per share. Shares of Class B common stock can be converted to shares of Class A common stock at any time at the option of the stockholder and automatically convert upon sale or transfer, except for certain transfers specified in the Company’s amended and restated certificate of incorporation. During 2021, 15,000,000 shares of Class B common stock were converted into Class A common stock on a one-for-one basis. Treasury Stock In December 2021, the Company’s Board authorized share repurchases up to $312.5 million of the Company’s Class A common stock. The Company’s share repurchase program does not obligate the Company to acquire any specific number of shares. Under the program, shares could be repurchased in privately negotiated and/or open market transactions, including under plans complying with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In 2021, the Company repurchased 15,263,761 shares Class A common stock for $235.9 million through negotiated and market purchase transactions. In 2022, the Company repurchased additional 6,599,689 shares of Class A common stock for $76.6 million from the remaining balance in the approved share repurchase program. The repurchased shares were recorded as treasury stock on the consolidated balance sheet. Equity Financing Program On February 28, 2023, the Company entered into an agreement (the “Sales Agreement”) with Virtu Americas LLC (the “Agent”) under which the Company may offer and sell, from time to time in its sole discretion, shares of the Company’s Class A common stock with aggregate gross sales proceeds of up to $75.0 million through an equity offering program under which the Agent will act as sales agent (the “Equity Financing Program”). The Company intends to use the net proceeds from offerings under the Equity Financing Program primarily for expenditures or payments in connection with strategic merger and acquisition opportunities, as well as potential strategic investments, partnerships and similar transactions. Under the Sales Agreement, the Company sets the parameters for the sale of the shares, including the number of shares to be issued, the time period during which sales are requested to be made, limitations on the number of shares that may be sold in any one trading day and any minimum price below which sales may not be made. Subject to the terms and conditions of the Sales Agreement, the Agent has agreed to use its commercially reasonable efforts, consistent with its normal trading and sales practices, to sell the shares by methods deemed to be an “at the market” offering as defined in Rule 415 promulgated under the Securities Act of 1933, as amended, (the “Securities Act”) including sales made through The Nasdaq Global Select Market. The Company issued 9,467,996 shares of Class A common stock under the Equity Financing Program during the year ended December 31, 2023 for net proceeds of $50.2 million. As of December 31, 2023, $24.3 million of Class A common stock was available for sale under the program. Strategic Investment Agreement On May 8, 2023, the Company entered into an agreement to issue 1,652,892 shares of Class A common stock to a TPK group company, for a cash purchase price of $10.0 million pursuant to a private placement in reliance on Section 4(a)(2) of the Securities Act. The Company received proceeds of $10.0 million and issued 1,652,892 shares of Class A common stock on May 15, 2023. Additionally, the Company had granted an option to purchase 1,652,892 additional shares of Class A common stock worth $10.0 million, which was exercised on August 9, 2023. Public and Private Warrants In March 2021, 3,589,645 Private Warrants and 13,128,671 Public Warrants were exercised, and the Company received $153.9 million in cash proceeds from the exercise of these warrants. Pursuant to the terms of the agreements governing the rights of the holders of the Public Warrants, the Company redeemed the remaining unexercised and outstanding 204,638 Public Warrants after March 2021 for a redemption price of $0.01 per Public Warrant. In 2022, 1,408,752 Private Warrants were exercised on a cashless basis and the Company issued 405,752 shares of Class A common stock pursuant to the exercises. The Company had 1,668,269 Private Warrants outstanding as of December 31, 2022. No Private Warrants were exercised in 2023. The Private Warrants expire on December 2, 2025. Each Private Warrant allows the holder to purchase one share of Class A common stock at $11.50 per share. Stock-in-lieu of Cash Program The Company has entered into arrangements with certain vendors and other third parties wherein the Company at its discretion may elect to compensate the respective vendors and third parties for services provided either in cash or by issuing shares of the Company’s Class A common stock (“Stock-in-lieu of Cash Program”). The Company considers the shares issuable under the Stock-in-lieu of Cash Program as liability classified awards when the arrangement with the vendors requires the Company to issue a variable number of shares to settle amounts owed. During the year ended December 31, 2023, the Company issued 15,281,701 shares of Class A common stock, as part of the Stock-in-lieu of Cash Program, including 1,564,822 shares of Class A common stock in lieu of cash to a certain vendor for purchases of certain data, hardware and software pursuant to a private placement. As of December 31, 2023, the Company had a total of $12.0 million in prepaid expenses and other current and non-current assets related to its Stock-in-lieu of Cash Program. In November 2021, the Company entered into an agreement with Daimler North America Corporation (“Daimler”) wherein Daimler is providing certain data and other services to the Company. To compensate Daimler for these services, the Company agreed to issue 1.5 million shares of Class A common stock to Daimler. These shares were subject to certain vesting conditions and vested over a period of two years. The Company recorded costs related to these shares as research and development expense of $7.9 million during the year ended December 31, 2022. During the year ended December 31, 2022, the Company issued The Company’s vendor Stock-in-lieu of Cash Program activity for the year ended December 31, 2023 was as follows: Shares Weighted Average Unvested shares as of December 31, 2022 1,047,151 $ 11.90 Granted 15,281,701 4.34 Vested (15,450,792) 4.86 Unvested shares as of December 31, 2023 878,060 4.32 |
Stock-based Compensation
Stock-based Compensation | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-based Compensation | Stock-based Compensation Prior to becoming a publicly traded entity, the Company issued incentive stock options, non-qualified stock options, and restricted stock to employees and non-employee consultants under its 2015 Stock Plan (the “2015 Plan”). Since the closing of the business combination between Gores Metropoulos, Inc. and Luminar Technologies, Inc. on December 2, 2020 (the “Business Combination”), the Company has not issued any new stock-based awards under the 2015 Plan. In December 2020, the Board adopted, and the Company’s stockholders approved the 2020 Equity Incentive Plan (the “2020 Plan”). The 2020 Plan became effective upon the closing of the Business Combination. Under the 2020 Plan, the Company was originally authorized to issue a maximum number of 36,588,278 shares of Class A common stock. In June 2022, the Company’s stockholders approved an amendment and restatement of the Company’s 2020 Plan (the “Amended 2020 Plan”) to increase the number of shares of Class A common stock authorized for issuance by 36,000,000 additional shares and added an evergreen provision under which the number of shares of Class A common stock available for issuance under the Amended 2020 Plan will be increased on the first day of each fiscal year of the Company beginning with the 2023 fiscal year and ending on (and including) the first day of the 2030 fiscal year, in an amount equal to the lesser of (i) 5% of the outstanding shares of common stock on the last day of the immediately preceding fiscal year, (ii) 40,000,000 shares or (iii) such number of shares determined by the Board. Pursuant to the evergreen provision, 18,358,365 and 20,991,566 additional shares of Class A common stock were added to the Amended 2020 Plan on January 1, 2023 and 2024, respectively. Stock Options Under the terms of the 2015 Plan, incentive stock options had an exercise price at or above the fair market value of the stock on the date of the grant, while non-qualified stock options were permitted to be granted below fair market value of the stock on the date of grant. Stock options granted have service-based vesting conditions only. The service-based vesting conditions vary, though typically, stock options vest over four years with 25% of stock options vesting on the first anniversary of the grant and the remaining 75% vesting monthly over the remaining 36 months. Option holders have a 10-year period to exercise the options before they expire. Forfeitures are recognized in the period of occurrence. The Company’s stock option activity for the year ended December 31, 2023 was as follows (in thousands, except years and per share data): Number of Weighted- Weighted- Aggregate Outstanding as of December 31, 2022 8,162,850 $ 1.74 Exercised (1,829,636) 1.67 Cancelled/Forfeited (133,761) 1.74 Outstanding as of December 31, 2023 6,199,453 1.76 6.00 $ 10,309 Vested and exercisable as of December 31, 2023 5,797,293 1.75 5.98 9,649 Vested and expected to vest as of December 31, 2023 6,199,453 1.76 6.00 10,309 No stock options were granted by the Company in 2023, 2022 or 2021. The total grant-date fair value of options that vested during the year ended December 31, 2023, 2022 and 2021 was $2.1 million, $2.9 million and $7.1 million, respectively. The aggregate intrinsic value of stock options exercised during the year ended December 31, 2023 was $7.9 million. The intrinsic value is calculated as the difference between the exercise price and the fair value of the common stock on the exercise date. As of December 31, 2023, the Company had $0.4 million of unrecognized stock-based compensation expense related to stock options. This cost is expected to be recognized over a weighted-average period of 0.22 years. Restricted Stock Awards Prior to June 30, 2019, the Company granted restricted stock awards (“RSAs”) 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% 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, recipients of restricted stock were granted voting rights and right to receive dividends on unvested shares. No restricted stock awards have been granted after June 30, 2019. The Company’s RSAs activity for the year ended December 31, 2023 was as follows: Shares Weighted Average Outstanding as of December 31, 2022 64,486 $ 1.29 Vested (64,486) 1.29 Outstanding as of December 31, 2023 — — Restricted Stock Units Since the closing of the Business Combination, the Company has granted restricted stock units (“RSUs”) under the Amended 2020 Plan (and prior to its amendment and restatement, under the 2020 Plan). Each RSU granted under the Amended 2020 Plan represents a right to receive one share of the Company’s Class A common stock when the RSU vests. RSUs generally vest over a period up to six years. The Company has granted certain performance-based equity awards that vest upon achievement of certain performance milestones. The fair value of RSUs is equal to the fair value of the Company’s common stock on the date of grant. The Company’s Time-Based RSUs and Performance-Based and Other RSUs activity for the year ended December 31, 2023 was as follows: Time-Based RSUs Performance-Based and Other RSUs Shares Weighted Average Shares Weighted Average Outstanding as of December 31, 2022 25,010,688 $ 12.76 583,347 $ 8.39 Granted 26,972,748 5.70 961,187 8.58 Forfeited (3,782,948) 10.94 (757,024) 8.16 Vested (16,948,790) 9.60 (284,046) 7.45 Change in units based on performance — — (236,543) 10.46 Outstanding as of December 31, 2023 31,251,698 8.60 266,921 8.91 The total fair value of RSUs vested during the year ended December 31, 2023, 2022 and 2021 was $164.9 million, $116.0 million and $32.8 million, respectively. As of December 31, 2023, the Company had $232.5 million of unrecognized stock-based compensation expense related to RSUs. This cost is expected to be recognized over a weighted-average period of 3.8 years. Fixed Value Equity Awards The Company issues fixed value equity awards to certain employees as a part of their compensation package. These awards are issued as RSUs under the Amended 2020 Plan (and prior to its amendment and restatement, under the 2020 Plan) and are accounted for as liability classified awards under ASC 718 — Stock Compensation. Fixed value equity awards granted have service-based conditions only and vest quarterly over a period of up to six years. These awards represent a fixed dollar amount settled in a variable number of shares determined at each vesting date. Employee Stock Purchase Plan In December 2020, the Board and the Company’s stockholders adopted the 2020 Employee Stock Purchase Plan (“ESPP”) under which 7,317,655 shares were authorized for issuance. The 2020 ESPP became effective on February 26, 2021. The ESPP permits eligible employees to purchase the Company’s Class A common stock through payroll deduction with up to 15% of their pre-tax earnings subject to certain Internal Revenue Code limitations. The purchase price of shares is 85% of the lower of the fair market value of the Company’s common stock on the first day of a six-month offering period, or the relevant purchase date. In addition, no participant may purchase more than 5,000 shares of common stock in each purchase period. During 2023 and 2022, 707,258 and 168,147 shares, respectively, were purchased at a weighted average price of $3.73 and $7.56 per share, respectively. The assumptions used to value purchase rights under the ESPP during the year ended December 31, 2022 were as follows: May 16, 2023 November 16, 2023 May 16, 2022 November 16, 2022 Expect term (years) 0.5 0.5 0.5 0.5 Volatility 92.2% 77.6% 82.3% 93.5% Risk-free interest rate 5.26% 5.38% 1.54% 4.54% Dividend yield —% —% —% —% Optogration Milestone Awards As discussed in Note 3, as part of the Optogration acquisition in August 2021, the Company owed up to $22.0 million of post combination compensation related to certain service and performance conditions (“Optogration Milestone Awards”). In August 2022, the Company issued 1,632,056 shares of Class A common stock for $11.0 million of the Optogration Milestone Awards and in August 2023, the Company issued 1,527,788 shares of Class A common stock for the remaining $11.0 million obligation. Freedom Photonics Awards As discussed in Note 3, as part of the Freedom Photonics acquisition in April 2022, the Company owes up to $29.8 million of post combination compensation related to certain service and performance conditions including achievement of certain technical and financial milestones. In May 2023, the Company issued 634,994 shares of Class A common stock and 492,176 RSUs for $3.9 million and $3.5 million, respectively, of the post combination compensation due to achievement of the service and performance conditions. As of December 31, 2023, it is probable that the remaining conditions will be met for an amount equal to approximately $20.9 million of post combination compensation. Solfice Awards The service and performance conditions related to the post combination compensation associated with the acquisition of certain assets from Solfice were met in June 2023. In June 2023, the Company issued 766,642 shares of Class A common stock and 101,663 RSUs for $5.3 million and $0.7 million, respectively, of the post combination compensation due to achievement of the service and performance conditions. Management Awards On May 2, 2022, the Board granted an award of 10.8 million RSUs to Austin Russell, the Company’s Chief Executive Officer. The grant date fair value per share was $8.70 per share. On August 19, 2022, the Board granted 500,000 RSUs to each of Thomas Fennimore, the Company’s Chief Financial Officer and Alan Prescott, the Company’s Chief Legal Officer. The grant date fair value per share was $6.12 per share. These awards to Mr. Russell, Mr. Fennimore and Mr. Prescott are subject to all of the following vesting conditions: • Market condition: Achievement of three stock price milestones: $50 or more, $60 or more, and $70 or more. The stock price will be measured based on the volume-weighted average price per share for 90 consecutive trading days; • Service condition: Approximately 7-years of vesting; and • Performance condition: Start of production for at least one series production program. On March 16, 2023, the Board granted a $12.0 million stock-price based award to the Company’s Executive Vice President & General Manager that vested in six tranches of $2.0 million each, upon achievement of the six stock price milestones of $20, $25, $30, $40, $50 and $60 based on 90 trading day volume-weighted average price of a share of common stock over a 7.0 years performance period. The grant date fair value per share of the award granted to the said executive was $8.58 per share. On June 20, 2023, this award was modified to settle in a fixed number of shares and the impact of modification was not material. In September 2023, this award was forfeited and the impact of forfeiture was not material. The Company measured the compensation cost for the management awards outlined above using a Monte Carlo simulation model and recorded $22.8 million and $14.7 million in stock-based compensation expense related to these awards in the years ended December 31, 2023 and 2022, respectively. As of December 31, 2023, the Company had $62.5 million of unrecognized stock-based compensation expense related to management awards. This cost is expected to be recognized over a weighted-average period of 5.36 years. Activity of the Company’s management awards that include market conditions described above for the year ended December 31, 2023 was as follows: Shares Weighted Average Outstanding as of December 31, 2022 11,800,000 $ 8.48 Granted 370,000 6.80 Forfeited (370,000) 6.80 Outstanding as of December 31, 2023 11,800,000 8.48 On November 8, 2023, the Board approved a formula for RSU grants to Messrs. Fennimore and Prescott for each year from 2024 through 2029 for Mr. Fennimore and through 2026 for Mr. Prescott based on achievement of annual performance goals with respect to the immediately preceding year (“Annual Performance Awards”). The number of RSUs to be awarded in a year will be determined at the sole discretion of the Human Resources and Compensation Committee of the Board (the “Compensation Committee”) based on actual achievement of the annual performance goals established by the Board based on the Company’s approved operating plan in respect of the immediately preceding year, with such awards ranging from 137,500 RSUs at the threshold level, 550,000 RSUs at the target level, and 825,000 RSUs at the maximum level for extraordinary performance (interpolated linearly between target levels, as applicable). For a potential award to be made in 2024, the Compensation Committee has determined that annual performance goals will be weighted 50% based on revenue and 50% based on free cash flow, with target performance for the revenue performance goal equal to $81.4 million and target performance for the 2023 fourth quarter free cash flow goal equal to $(37) million. Each Annual Performance Award will vest over time as to one-third immediately upon approval of the grant by the Compensation Committee, and one-third annually for 2 years from the beginning of the performance period to incentivize performance and retention, subject to continued active employment through each vesting date. Compensation expense Stock-based compensation expense by function was as follows (in thousands): Year Ended December 31, 2023 2022 2021 Cost of sales $ 9,163 $ 7,680 $ 6,422 Research and development 65,840 40,898 20,216 Sales and marketing 27,577 15,814 4,546 General and administrative 104,552 98,013 46,500 Total $ 207,132 $ 162,405 $ 77,684 Stock-based compensation expense by type of award was as follows (in thousands): Year Ended December 31, 2023 2022 2021 Equity Classified Awards: Stock options $ 2,197 $ 2,666 $ 5,137 RSAs 61 293 1,682 RSUs 138,820 115,267 60,191 Management awards 22,808 14,725 — ESPP 1,313 714 — Liability Classified Awards: Equity-settled fixed value 16,691 7,545 3,826 Optogration 6,079 10,894 6,114 Freedom Photonics 11,965 7,633 — Other 7,198 2,668 734 Total $ 207,132 $ 162,405 $ 77,684 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Leases | Leases The Company leases offices and manufacturing facilities under non-cancelable operating leases expiring at various dates through August 2032. Some of the Company’s leases include one or more options to renew, with renewal terms that if exercised by the Company, extend the lease term from one The components of lease expenses were as follows (in thousands): Year Ended December 31, 2023 2022 2021 Operating lease cost $ 8,441 $ 6,533 $ 4,654 Variable lease cost 1,887 2,230 1,703 Total operating lease cost $ 10,328 $ 8,763 $ 6,357 Supplemental cash flow information related to leases was as follows (in thousands): Year Ended December 31, 2023 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Cash paid for operating leases included in operating activities $ (7,508) $ (6,070) $ (4,609) Right of use assets obtained in exchange for lease obligations: Operating leases 28,447 16,749 2,876 Supplemental balance sheet information related to leases was as follows (in thousands): December 31, 2023 December 31, 2022 Operating leases: Operating lease right-of-use assets $ 42,706 $ 21,244 Operating lease liabilities: Operating lease liabilities, current $ 10,154 $ 5,953 Operating lease liabilities, non-current 35,079 16,989 Total operating lease liabilities $ 45,233 $ 22,942 Weighted average remaining terms were as follows (in years): December 31, 2023 December 31, 2022 Weighted average remaining lease term Operating leases 5.61 4.43 Weighted average discount rates were as follows: December 31, 2023 December 31, 2022 Weighted average discount rate Operating leases 6.45 % 5.45 % Maturities of lease liabilities were as follows (in thousands): Year Ending December 31, Operating Leases 2024 $ 10,432 2025 10,314 2026 9,961 2027 8,989 2028 6,039 Thereafter 8,315 Total lease payments 54,050 Less: imputed interest (8,817) Total leases liabilities $ 45,233 |
Leases | Leases The Company leases offices and manufacturing facilities under non-cancelable operating leases expiring at various dates through August 2032. Some of the Company’s leases include one or more options to renew, with renewal terms that if exercised by the Company, extend the lease term from one The components of lease expenses were as follows (in thousands): Year Ended December 31, 2023 2022 2021 Operating lease cost $ 8,441 $ 6,533 $ 4,654 Variable lease cost 1,887 2,230 1,703 Total operating lease cost $ 10,328 $ 8,763 $ 6,357 Supplemental cash flow information related to leases was as follows (in thousands): Year Ended December 31, 2023 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Cash paid for operating leases included in operating activities $ (7,508) $ (6,070) $ (4,609) Right of use assets obtained in exchange for lease obligations: Operating leases 28,447 16,749 2,876 Supplemental balance sheet information related to leases was as follows (in thousands): December 31, 2023 December 31, 2022 Operating leases: Operating lease right-of-use assets $ 42,706 $ 21,244 Operating lease liabilities: Operating lease liabilities, current $ 10,154 $ 5,953 Operating lease liabilities, non-current 35,079 16,989 Total operating lease liabilities $ 45,233 $ 22,942 Weighted average remaining terms were as follows (in years): December 31, 2023 December 31, 2022 Weighted average remaining lease term Operating leases 5.61 4.43 Weighted average discount rates were as follows: December 31, 2023 December 31, 2022 Weighted average discount rate Operating leases 6.45 % 5.45 % Maturities of lease liabilities were as follows (in thousands): Year Ending December 31, Operating Leases 2024 $ 10,432 2025 10,314 2026 9,961 2027 8,989 2028 6,039 Thereafter 8,315 Total lease payments 54,050 Less: imputed interest (8,817) Total leases liabilities $ 45,233 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The following table presents components of loss before provision for (benefit from) income taxes for the periods presented (in thousands): Year Ended December 31, 2023 2022 2021 United States $ (571,265) $ (445,720) $ (239,855) International 1,692 453 607 Loss before provision for (benefit from) income taxes $ (569,573) $ (445,267) $ (239,248) Provision for (benefit from) income taxes for the periods presented consisted of (in thousands): Year Ended December 31, 2023 2022 2021 Current: U.S. federal $ (150) $ — $ — U.S. state (56) — — Foreign 1,966 440 — Total current: 1,760 440 — Deferred: U.S. federal (43) 204 (1,262) U.S. state (21) 28 — Total deferred: (64) 232 (1,262) Total provision for (benefit from) income taxes $ 1,696 $ 672 $ (1,262) The reconciliation between the U.S. federal statutory income tax rate of 21% to the Company’s effective tax for the periods presented is as follows: Year Ended December 31, 2023 2022 2021 U.S. federal provision at statutory rate 21.0 % 21.0 % 21.0 % State income taxes 5.2 5.7 4.4 Foreign taxes (0.1) 0.0 0.0 Tax credits 1.0 2.4 1.5 Fair value of financial instruments 0.1 0.4 (2.3) Stock-based compensation expense (3.7) (3.4) 2.0 Executive compensation (0.5) (0.8) (1.1) Other permanent items (0.2) 0.2 (0.3) Unrecognized tax benefits 0.3 (1.4) (0.8) Change in valuation allowance (23.4) (24.3) (24.0) Effective tax rate (0.3 %) (0.2 %) 0.4 % The Company’s effective tax rates differ from the federal statutory rate primarily due to the change in valuation allowance, non-deductible stock-based compensation expense net of excess windfall stock compensation deductions, nondeductible executive compensation, R&D tax credits, state income taxes, unrecognized tax benefits and the fluctuation of fair value on instruments treated as debt for GAAP and equity for tax purposes, which is not taxable/deductible for income tax purposes, for 2023, 2022 and 2021. The Company’s deferred income tax assets and liabilities as of December 31, 2023 and 2022 were as follows (in thousands): Year Ended December 31, 2023 2022 Deferred tax assets: Net operating loss carry forward $ 235,624 $ 161,881 Tax credits 27,311 16,322 Accruals and reserves 3,473 3,309 Stock-based compensation expense 17,029 14,535 Lease liability (ASC 842) 12,333 6,268 Section 174 R&D capitalization 78,673 43,240 Inventory reserves 4,584 1,961 Depreciation and amortization 9,924 2,170 Other 24 20 Total deferred tax assets 388,975 249,706 Valuation allowance (377,214) (243,811) Total deferred tax asset 11,761 5,895 Deferred tax liabilities: Other 124 162 ROU asset (ASC 842) 11,637 5,801 Total deferred tax liabilities 11,761 5,963 Net deferred tax assets (liabilities) $ — $ (68) 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 history of losses incurred by the Company, management believes it is not more likely than not that substantially all of the U.S. domestic deferred tax assets can be realized. Accordingly, the Company established and recorded a full valuation allowance on its U.S. domestic net deferred tax assets of $377.2 million and $243.8 million as of December 31, 2023 and 2022, respectively. The valuation allowance increased by $133.4 million in 2023. No deferred tax liabilities for foreign withholding taxes have been recorded relating to the earnings of the Company’s foreign subsidiaries since all such earnings are intended to be indefinitely reinvested. The amount of the unrecognized deferred tax liability associated with these earnings is immaterial. 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 Sections 382 and 383 of the Internal Revenue Code of 1986, as amended (“IRC”) 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, 2023, the Company had $844.3 million of U.S. federal net operating loss carryforwards available to reduce future taxable income, of which $801.1 million will be carried forward indefinitely for U.S. federal tax purposes and $43.2 million will expire beginning in 2035 to 2037. The Company also has $805.3 million of U.S. state net operating loss carryforwards that will expire beginning in 2028. The Company also has federal and state research and development (“R&D”) tax credit carryforwards of $26.8 million and $7.4 million, respectively, as of December 31, 2023. The federal research credit carryforwards will begin expiring in 2035 and although a small portion, less than $0.6 million, of the state research credit carryforwards will begin expiring in 2024, $6.8 million of the state research credit carryforwards do not expire. Under the Tax Cuts and Jobs Act (“TCJA”), for tax years beginning after December 31, 2021, taxpayers are required to capitalize and amortize all R&D expenditures that are paid or incurred in connection with their trade or business which represent costs in the experimental or laboratory sense. Specifically, costs for U.S.-based R&D activities must be amortized over 5 years and costs for foreign R&D activities must be amortized over 15 years. As a result of this provision TCJA, the Company capitalized $235.9 million and $184.6 million of research expenses in 2023 and 2022, respectively. As of December 31, 2023, there is insufficient Internal Revenue Service guidance on how to treat capitalizable R&D expenditures. The Company will continue to monitor the status of any new guidance that might be issued and will update its estimated capitalized R&D, accordingly. In August 2022, the Inflation Reduction Act of 2022 (IRA) was signed into law. The IRA provides several tax incentives, including the expanded Internal Revenue Code (IRC) Section 179D deduction, increased ability to leverage the R&D credit to offset payroll taxes for eligible start-up businesses, and 15% alternative minimum tax (AMT) for corporations with average income of more than $1 billion for the past three tax periods. The IRA did not have a material impact on the Company’s consolidated financial statements; however, the Company continues to examine the impacts the above-mentioned tax legislation may have on its business, results of operations, financial condition and liquidity. Unrecognized Tax Benefits The Company reports income tax related interest and penalties within its provision for income tax in its consolidated statements of operations. The Company had no interest and penalties accrued through December 31, 2023. The Company does not expect the total amount 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, 2023 2022 2021 Unrecognized tax benefits as of the beginning of the year $ 8,604 $ 6,296 $ 3,975 Increases related to prior year tax positions 65 — 535 Decreases related to prior year tax provisions (4,230) (3,723) — Increase related to current year tax positions 2,389 6,031 1,786 Unrecognized tax benefits as of the end of the year $ 6,828 $ 8,604 $ 6,296 None of the Company’s unrecognized tax benefits, if recognized, would affect the effective tax rate since the tax benefits would increase a deferred tax asset that is currently fully offset by a full valuation allowance. The Company and its subsidiaries file federal, state and foreign income tax returns. In the normal course of business, the Company is subject to examination by taxing authorities, for which the Company’s major tax jurisdictions are the United States and various states. The Company’s federal, state and foreign income tax returns from inception to December 31, 2023 remain subject to examination. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Purchase Obligations The Company purchases goods and services 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 $102.4 million as of December 31, 2023. Legal Matters 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 estimated, 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. The Company’s current legal accrual is not material to the financial statements. On May 26, 2023, a putative class action styled Johnson v. Luminar Technologies, Inc., et al., Case No. 6:23-cv-00982-PGB-LHP, was filed in the United States District Court for the Middle District of Florida, against the Company and an employee. The suit asserts purported claims on behalf of purchasers of the Company’s securities between February 28, 2023 and March 17, 2023 under Sections 10(b) and 20(a) of the Exchange Act for allegedly misleading statements regarding the Company’s photonic integrated circuits technology. Defendants filed a motion to dismiss the complaint on December 29, 2023. The Company disputes the allegations in the complaint and intends to vigorously defend the litigation. The Company presently does not expect this matter to have a material adverse impact on the Company’s financial results and did not accrue anything related to this matter as of December 31, 2023. On October 21, 2023, a shareholder derivative suit entitled Bhavsar v. McAuliffe, et al. Bhavsar v. McAuliffe, et al., No. 6:23-cv-02037 was filed in the United States District Court for the Middle District of Florida against directors of the Company and an employee. The suit avers claims for purported breaches of fiduciary duty, unjust enrichment, abuse of control, gross mismanagement, waste, aiding and abetting, and contribution under Sections 10(b) and 21D of the Exchange Act on the basis of the same wrongdoing alleged in the first lawsuit described above. In November 2023, three additional shareholder derivative suits averring similar claims to Bhavsar were filed in the United States District Court for the District of Delaware: Lance Dechant, et al. v. Alec E. Gores, et al. , C.A. No. 23-cv-01318-UNA, Hutchinson v. Russell, et al. , C.A. No. 23-cv-01345-UNA, and Ulerio v. Russell, et al. , C.A. No. 23-cv-01359-UNA. The Company disputes the allegations in the complaint and intends to vigorously defend the litigation. The Company has determined that the likelihood of this matter resulting in a material adverse impact on the Company’s financial results is remote. |
Segment and Customer Concentrat
Segment and Customer Concentration Information | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Segment and Customer Concentration Information | Segment and Customer Concentration Information Reportable segments are (i) Autonomy Solutions and (ii) ATS. These segments reflect the way the 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 measure distance using laser light for automotive mobility applications. This segment is impacted by trends in the automobile and autonomous vehicles sector and the infrastructure/technology sector. ATS This segment is in the business of development of semiconductor technology based lasers and sensors. This segment also designs, tests and provides consulting services for development of integrated circuits. This segment is impacted by trends in and the strength of the automobile and aeronautics sectors as well as government spending in military and defense activities. The accounting policies of the operating segments are the same as those described in Note 2. Segment operating results and reconciliations to the Company’s consolidated balances are as follows (in thousands): Year ended December 31, 2023 Autonomy ATS Total Eliminations (1) Total Revenues from external customers $ 48,835 $ 20,944 $ 69,779 $ — $ 69,779 Depreciation and amortization 23,935 2,689 26,624 — 26,624 Operating loss (513,668) (49,640) (563,308) — (563,308) Other significant items: Segment assets 595,868 51,436 647,304 (134,937) 512,367 Inventories, net 11,162 1,071 12,233 (37) 12,196 Year ended December 31, 2022 Autonomy ATS Total Eliminations (1) Total Revenues from external customers $ 24,353 $ 16,345 $ 40,698 $ — $ 40,698 Depreciation and amortization 4,110 2,456 6,566 — 6,566 Operating loss (412,673) (29,394) (442,067) (335) (442,402) Other significant items: Segment assets 752,088 60,529 812,617 (125,290) 687,327 Inventories, net 8,664 474 9,138 (346) 8,792 Year ended December 31, 2021 Autonomy ATS Total Eliminations (1) Total Revenues from external customers $ 28,497 $ 3,447 $ 31,944 $ — $ 31,944 Depreciation and amortization 3,723 439 4,162 — 4,162 Operating loss (214,133) (324) (214,457) (95) (214,552) Other significant items: Segment assets 882,704 9,771 892,475 (8,939) 883,536 Inventories, net 10,179 163 10,342 — 10,342 (1) Represent the eliminations of all intercompany balances and transactions during the period presented. Two customers, customers A and B, of Autonomy Solutions segment accounted for 35%, and 11% of the Company’s revenue for the year ended December 31, 2023. Two customers, customers A and B, accounted for 17% and 21% of the Company’s revenue for the year ended December 31, 2022. Two customers, customers B and C, accounted for 42% and 17% of the Company’s revenue for the year ended December 31, 2021. A vast majority of the Company’s long-lived assets are located in North America. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Equity Investments In February 2021, the Company invested $15.0 million in a special purpose acquisition company, of which Mr. Jun Hong Heng, was the Chairman and Chief Executive Officer, and a principal shareholder. Mr. Heng became a director of the Company in June 2021. The terms of such investment were no less favorable to the Company than to other third-party investors. During 2021, the Company sold $2.9 million of this investment and had a remaining balance of $12.1 million as of December 31, 2021. The fair value of this investment as of December 31, 2021 was $12.2 million, which was included in marketable securities in the balance sheet. The Company sold this investment in its entirety in the second quarter of 2022. The special purpose acquisition company merged with ECARX on December 20, 2022 and Mr. Heng continues to be a director of the merged company. In June 2022, the Company invested in a special purpose acquisition company through open market purchases, of which Mr. Alec Gores, a current Luminar director, was the Chairman and Chief Executive Officer, and a principal shareholder. The special purpose acquisition company merged with Polestar Automotive Holdings UK PLC on June 24, 2022. The balance of this investment as of December 31, 2022 was not material. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events In preparing the audited consolidated financial statements as of December 31, 2023, the Company has evaluated subsequent events through February 28, 2024. In February 2024, the Company entered into two non-recourse loan and securities pledge agreements (the “Loan Agreements”) with The St. James Bank & Trust Company Ltd. (the “Lender”), pursuant to which the Company may borrow up to an aggregate of $50.0 million. Any loans made by the Lender under the Loan Agreements would be collateralized by shares of the Company’s Class A common stock or stock the Company holds of another company. The Loan Agreements require the Company to pay an up-front structure fee of 1.5% on any amounts borrowed, and any outstanding amounts would bear interest at 8.0% per annum. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Pay vs Performance Disclosure | |||
Net Income (Loss) | $ (571,269) | $ (445,939) | $ (237,986) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended | 12 Months Ended |
Dec. 31, 2023 shares | Dec. 31, 2023 shares | |
Trading Arrangements, by Individual | ||
Material Terms of Trading Arrangement | During the fiscal quarter ended December 31, 2023, the following Section 16 officers terminated “Rule 10b5-1 trading arrangements” (as defined in Item 408 under Regulation S-K of the Exchange Act) as described in the table below: Name and Title Date Adopted Aggregate Number of Shares of Class A Common Stock to be Sold Pursuant to Trading Arrangement Duration Date Terminated Thomas J. Fennimore Chief Financial Officer September 15, 2023 Up to 375,000 shares of Class A common stock to be sold Until June 17, 2024 or earlier as provided in the Plan November 8, 2023 Alan Prescott Chief Legal Officer September 19, 2023 Up to 180,000 shares of Class A common stock to be sold Until August 5, 2024 or earlier as provided in the Plan November 8, 2023 | |
Rule 10b5-1 Arrangement Adopted | true | |
Non-Rule 10b5-1 Arrangement Adopted | false | |
Non-Rule 10b5-1 Arrangement Terminated | false | |
Thomas J. Fennimore [Member] | ||
Trading Arrangements, by Individual | ||
Name | Thomas J. Fennimore | |
Title | Chief Financial Officer | |
Adoption Date | September 15, 2023 | |
Rule 10b5-1 Arrangement Terminated | true | |
Termination Date | November 8, 2023 | |
Aggregate Available | 375,000 | 375,000 |
Alan Prescott [Member] | ||
Trading Arrangements, by Individual | ||
Name | Alan Prescott | |
Title | Chief Legal Officer | |
Adoption Date | September 19, 2023 | |
Rule 10b5-1 Arrangement Terminated | true | |
Termination Date | November 8, 2023 | |
Aggregate Available | 180,000 | 180,000 |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Consolidation | Basis of Presentation and Consolidation The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding annual financial reporting. All intercompany transactions and balances have been eliminated in consolidation. Certain prior period amounts in the consolidated financial statements and accompanying notes have been reclassified to conform to the current period presentation. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities, equity, revenues and expenses, and related disclosures. The significant estimates made by management include inventory reserves, useful life of long-lived assets, valuation allowance for deferred tax assets, valuation of warrants issued in a private placement (“Private Warrants”), valuation of assets acquired in mergers and acquisitions including intangible assets, forecasted costs associated with non-recurring engineering (“NRE”) services and stock-based compensation expense. Management periodically evaluates such estimates and they are adjusted prospectively based upon such periodic evaluation. Actual results could differ from those estimates. |
Segment Information | Segment Information The Company has determined its operating segments using the same indicators which are used to evaluate its performance internally. The Company’s business activities are organized in two operating segments: (i) “Autonomy Solutions” which includes manufacturing and distribution of LiDAR sensors that measure distance using laser light to generate a 3D map, non-recurring engineering services related to the Company’s LiDAR products, development of software products that enable autonomy capabilities for automotive applications, and licensing of certain information. In January 2023, the Company acquired certain assets from Seagate Technology LLC and Seagate Singapore International Headquarters Pte. Ltd. (individually and collectively, “Seagate”). In June 2022, the Company acquired certain assets from Solfice Research, Inc. (“Solfice” or “Civil Maps”). Assets purchased from Seagate and operations of Civil Maps have been included in the Autonomy Solutions segment. (ii) “Advanced Technologies and Services (“ATS”)” which includes development of application-specific integrated circuits, pixel-based sensors, advanced lasers, as well as designing, testing and providing consulting services for non-standard integrated circuits. In the second quarter of 2022, the Components segment was renamed as ATS. In August 2021 and in April 2022, the Company acquired Optogration, Inc. (“Optogration”) and Freedom Photonics LLC (“Freedom Photonics”), respectively. Operations of Optogration and Freedom Photonics have been included in the ATS segment. |
Concentration of Credit Risk | Concentration of Credit Risk The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents, debt securities and accounts receivable. The Company’s d eposits exceed federally insured limits |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company’s cash and cash equivalents consist of investments with maturities of three months or less at the time of purchase. The Company’s cash equivalents include investments in money market funds, corporate bonds and commercial paper. |
Restricted Cash | Restricted Cash 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 classification of restricted cash based on the expected duration of the restriction. |
Debt Securities and Marketable Equity Investments | Debt Securities The Company’s debt securities consist of U.S agency and government sponsored securities, U.S. treasury securities, corporate bonds, commercial paper and asset-backed securities. The Company classifies its debt securities as available-for-sale at the time of purchase and reevaluates such designation as of each balance sheet date. The Company considers all debt securities as available for use to support current operations, including those with maturity dates beyond one year and are classified as current assets under marketable securities in the accompanying consolidated balance sheets. Debt securities included in marketable securities on the consolidated balance sheets consist of securities with original maturities greater than three months at the time of purchase. Debt securities are carried at fair value, with the unrealized gains and losses reported as a component of accumulated other comprehensive income (loss) (“OCI”). Any realized gains or losses on the sale of debt securities are determined on a specific identification method, and such gains and losses are reflected as a component of other income (expense), net. The Company reviews the fair value of debt securities and when the fair value of a debt security is below its amortized cost, the amortized cost should be written down to its fair value if (i) it is more likely than not that management will be required to sell the impaired security before recovery of its amortized basis; or (ii) management has the intention to sell the security. If neither of these conditions are met, the Company must determine whether the impairment is due to credit losses. To determine the amount of credit losses, the Company compares the present value of the expected cash flows of the security, derived by taking into account the issuer’s credit ratings and remaining payment terms, with its amortized cost basis. The amount of impairment recognized is limited to the excess of the amortized cost over the fair value of the security. An allowance for credit losses for the excess of amortized cost over the expected cash flows is recorded in other income (expense), net on the consolidated statements of operations. Non-credit related impairment losses are recorded in OCI. Marketable Equity Investments Marketable equity investments are measured using the quoted prices in active markets with changes recorded in other income (expense), net on the consolidated statement of operations. |
Non-Marketable Equity Investments Measured Using the Measurement Alternative | Non-Marketable Equity Investments Measured Using the Measurement Alternative |
Accounts Receivable | Accounts Receivable |
Inventory | Inventory The Company values inventory at the lower of cost or net realizable value. Costs resulting from under utilized capacity are recorded as period expenses and not absorbed into inventory value. The Company determines the cost of inventory using the standard-cost method, which approximates actual costs based on a first-in, first-out method. In assessing the ultimate recoverability of inventory, the Company makes estimates regarding future customer demand, the timing of new product introductions, economic trends and market conditions. If the actual product demand is significantly lower than forecasted, the Company may be required to record inventory write-downs which would be charged to cost of sales. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost less accumulated depreciation and amortization, and are depreciated using the straight-line method over the estimated useful lives of the assets as follows: Asset Category Estimated useful lives Machinery and equipment 1 to 7 years Computer hardware and software 3 to 5 years Demonstration fleet and demonstration units 2 to 5 years Leasehold improvements Shorter of useful life or lease term Vehicles 5 years Furniture and fixtures 7 years Design and development costs for molds, dies and other tools that will be used in producing the products under a long-term supply arrangement are capitalized as tooling which are included in machinery and equipment. The Company estimates useful lives for these tooling items to range between one |
Intangible Assets and Goodwill | Intangible Assets Intangible assets, consisting of acquired developed technology, customer relationships, customer backlog, assembled workforce, in-process research and development (“IPR&D”) and tradename are carried at cost less accumulated amortization. All intangible assets have been determined to have definite lives and are amortized on a straight-line basis over their estimated remaining economic lives, ranging from one Goodwill The Company records goodwill when the consideration paid in a business combination exceeds the fair value of the net tangible assets and the identified intangible assets acquired. Goodwill is not amortized, but instead is required to be tested for impairment annually and whenever events or changes in circumstances indicate that the carrying value of goodwill may exceed its fair value. The Company reviews goodwill for impairment annually in its fourth quarter 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. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets |
Convertible Senior Notes | Convertible Senior Notes The Company’s convertible senior notes issued in December 2021 are accounted for as a single liability instrument measured at its amortized cost, as no other embedded features require bifurcation and recognition as derivatives. |
Product Warranties | Product Warranties |
Revenue Recognition | Revenue Recognition 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 goods or services. Nature of Products and Services and Revenue Recognition The Autonomy Solutions segment derives revenue primarily from (a) product sales of LiDAR sensors to customers and distributors, (b) non-recurring engineering services under fixed fee arrangements (“NRE services”) to integrate Luminar LiDAR hardware for autonomy in vehicle platforms, and (c) licensing of certain information. The ATS segment derives revenue primarily from (a) product sales of application-specific integrated circuits, pixel-based sensors and advanced lasers, as well as (b) NRE services for designing and testing non-standard integrated circuits. Revenue from product sales 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. Certain customer arrangements involve NRE services to design and develop custom prototype products to customers. Revenue from NRE service arrangements is recognized over time. For NRE services, the Company recognizes revenue over time using an input method based on contract cost incurred to date compared to total estimated contract costs (cost-to-cost). For NRE service projects, the Company contracts with customers based on hourly rates or on a fixed fee basis. For arrangements 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. For arrangements based on a fixed fee, revenue is recognized based on the progress or the percentage of completion of the NRE service project. Expenses associated with performance of work may be reimbursed with a markup depending on contractual terms and are included in revenue. Contract costs related to NRE arrangements are incurred over time, which can be several years, and the estimation of these costs requires management’s judgment. Significant judgment is required when estimating total contract costs and progress to completion on the arrangements, as well as whether a loss is expected to be incurred on the contract. In estimating total contract costs, the Company is also required to estimate the effort expected to be incurred to complete a NRE project. These estimates are subject to significant estimation uncertainty as actual time and effort incurred on completing a NRE project or actual rates of either internal or contracted personnel working on such NRE projects may differ from the Company’s estimates. Changes in circumstances may change the original estimates of revenues, costs, or extent of progress toward completion, revisions to the estimates are made which may result in increases or decreases in estimated revenues or costs, and such revisions are reflected in income in the period in which the circumstances that gave rise to the revision become known to us. We perform ongoing profitability analysis of our contracts accounted for under this method to determine whether the latest estimates of revenues, costs, and profits require updating. If at any time these estimates indicate that the contract will be unprofitable, the entire estimated loss for the remainder of the contract is recorded immediately. The Company enters into term-based licenses that provide customers the right to use certain information available with the Company. Revenue from these licenses is recognized at the point in time at which the customer is able to use and benefit from the licensed information, which is generally upon delivery of the information to the customer or upon commencement of the renewal term. Amounts billed to customers for shipping and handling are included in revenue. Taxes collected from customers and remitted to governmental authorities are excluded from revenue on the net basis of accounting. 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 up to 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. See Product Warranties for accounting policy on standard warranties. Other Policies, Judgments and Practical Expedients Contract balances. Contract assets and liabilities represent the differences in the timing of revenue recognition from the receipt of cash from the Company’s customers and billings. Contract assets reflect revenue recognized and performance obligations satisfied in advance of customer billing. Contract liabilities relate to payments received in advance of the satisfaction of performance under the contract. Receivable represents right to consideration that is unconditional. Such rights are considered unconditional if only the passage of time is required before payment of that consideration is due. 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. The Company has elected the optional exemption, which allows for the exclusion of the amounts for remaining performance obligations that are part of contracts with an original expected duration of one year or less. Significant financing component. In certain arrangements, the Company receives payment from a customer either before or after the performance obligation has been satisfied. Typically, the expected timing difference between the payment and satisfaction of performance obligations 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 or provide financing from or to the customers. Contract modifications . The Company may modify contracts to offer customers additional products or services. Each of the additional products and services are generally considered distinct from those products or services transferred to the customer before the modification. The Company evaluates whether the contract price for the additional products and services reflects the standalone selling price as adjusted for facts and circumstances applicable to that contract. In these cases, the Company accounts for the additional products or services as a separate contract. In other cases where the pricing in the modification does not reflect the standalone selling price as adjusted for facts and circumstances applicable to that contract, the Company accounts on a prospective basis where the remaining goods and services are distinct from the original items and on a cumulative catch-up basis when the remaining goods and services are not distinct from the original items. Judgments and estimates. Accounting for contracts recognized over time involves the use of various techniques to estimate total contract revenue and costs. Due to uncertainties inherent in the estimation process, it is possible that estimates of costs to complete a performance obligation will be revised in the near term. The Company reviews and updates its contract-related estimates regularly, and records adjustments as needed. For those performance obligations for which revenue is recognized using a cost-to-cost input method, changes in total estimated costs, and related progress towards complete satisfaction of the performance obligation, are recognized on a cumulative catch-up basis in the period in which the revisions to the estimates are made. |
Cost of Sales | Cost of Sales The Company includes all manufacturing and sourcing costs incurred prior to the receipt of finished goods at its distribution facility in cost of sales. Cost of sales include the fixed and variable manufacturing cost of the Company’s LiDAR, which primarily consists of personnel-related costs including stock-based compensation for personnel engaged in manufacturing, assembly and related services, material purchases from third-party contract manufacturers and other suppliers which are directly associated with our manufacturing process as well as costs associated with excess capacity. Cost of sales also includes cost of providing services to customers, write downs for excess and obsolete inventory, and shipping costs. |
Research and Development (R&D) | Research and Development (R&D) 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, improving existing products and services, and developing manufacturing processes. R&D expenses are expensed as incurred. Design and development costs for products to be sold under long-term supply arrangements are expensed as incurred. Design and development costs for molds, dies, and other tools involved in new technologies are expensed as incurred. Design and development costs for molds, dies, and other tools that will be used in producing the products under a long-term supply arrangement are capitalized as part of the molds, dies, and other tools. |
Stock-Based Compensation | Stock-based Compensation Employee awards For equity classified awards, the Company measures the cost of share-based awards granted to employees, non-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 purchase rights under the Company’s 2020 Employee Stock Purchase Plan (“ESPP”) 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, if any. The grant-date fair value of restricted stock unit is calculated based on the fair value of the underlying common stock. The grant-date fair value of stock-based awards with market conditions is calculated using a Monte Carlo simulation model. 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 has elected to recognize the effect of forfeitures in the period they occur. The Company grants fixed value share-based awards to certain employees, wherein the awardee is entitled to a fixed dollar value compensation settled by issuing shares on the vesting date, with the number of shares determined based on the Company’s stock price on or close to the settlement date. These fixed value equity awards are considered as liability classified awards. The Company measures the cost of fixed value share-based awards granted to employees based on a fixed monetary amount that is known at the inception of the obligation. The Company records the compensation cost for the fixed dollar amount of the award over the vesting period, with a corresponding liability. Stock-based payments to vendors / non-employees The Company has entered into arrangements with certain vendors and other third parties wherein the Company at its discretion may elect to compensate the respective vendors for services provided in either cash or by issuing shares of the Company’s Class A common stock (“Stock-in-lieu of Cash Program”). Typically, the amounts owed under the Stock-in-lieu of Cash Program are settled by issuing shares, with the number of shares generally determined based on the Company’s stock price on or close to the settlement date. Payments owed under this program may be equity or liability classified depending upon fixed or variable number of shares issued for the amount owed to vendors. The Company measures the cost based on a fixed monetary amount that is known at the inception of the obligation. |
Income Taxes | Income Taxes Income taxes are accounted for 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 strategies, and results of recent operations. If it is determined that deferred tax assets would be realized in the future, in excess of their net recorded amount, an adjustment would be made to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. The Company records uncertain tax positions in accordance with ASC 740, Income Taxes, on the basis of a two-step process which includes (1) determining whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position, and (2) for those tax positions that meet the more-likely-than-not recognition threshold. Recognized income tax positions are measured at the largest amount of tax benefit that is more than 50% likely to be realized upon ultimate settlement with the related tax authority. 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. The Tax Cuts and Jobs Act (“TCJA”) subjects a U.S. shareholder to tax on global intangible low-taxed income (“GILTI”) earned by certain foreign subsidiaries. Under GAAP, the Company can make an accounting policy election to either treat taxes due on the GILTI inclusion as a current period expense or factor such amounts into the Company’s measurement of deferred taxes. The Company elected to treat the GILTI inclusion as a period expense. |
Recent Accounting Pronouncements Not Yet Effective | Recent Accounting Pronouncements Not Yet Effective In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No. ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 requires a public company to enhance the transparency and decision usefulness of income tax disclosures to provide information to better assess how an entity’s operations and related tax risks and tax planning and operational opportunities affect its tax rate and prospects for future cash flows. ASU 2023-09 will be effective for the Company for the annual period beginning January 1, 2025 with early adoption permitted. The Company is currently in the process of evaluating the effects of this pronouncement on the Company’s financial statements and does not expect it to have a material impact on the consolidated financial statements. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). ASU 2023-07 requires a public company to enhance disclosures about significant segment expenses and provide incremental segment information on an annual and interim basis to enable investors to develop more decision-useful financial analyses. ASU 2023-07 will be effective for the Company for fiscal year beginning January 1, 2024, and interim periods within fiscal year beginning January 1, 2025, with early adoption permitted. The Company is currently in the process of evaluating the effects of this pronouncement on the Company’s financial statements and does not expect it to have a material impact on the consolidated financial statements. |
Fair Value Measurements | Fair Value Measurements As of December 31, 2023, the Company carried cash equivalents, marketable investments and Private Warrants that are measured at fair value on a recurring basis. The Company had previously carried Public Warrants which were exercised and redeemed in March 2021. Additionally, the Company measures its equity-settled fixed value awards at fair value on a recurring basis. See Note 11 for further information on the Company’s fixed value equity awards. Fair value is based on the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: Level 1 — Observable inputs, which include unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 — Observable inputs other than Level 1 inputs, such as quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 — Unobservable inputs that are supported by little or no market activity and that are based on management’s assumptions, including fair value measurements determined by using pricing models, discounted cash flow methodologies or similar techniques. The Company determined the fair value of its Level 1 financial instruments, which are traded in active markets, using quoted market prices for identical instruments. Marketable investments classified within Level 2 of the fair value hierarchy are valued based on other observable inputs, including broker or dealer quotations, alternative pricing sources or U.S. Government Treasury yield of appropriate term. When quoted prices in active markets for identical assets or liabilities are not available, the Company relies on non-binding quotes from its investment managers, which are based on proprietary valuation models of independent pricing services. These models generally use inputs such as observable market data, quoted market prices for similar instruments, historical pricing trends of a security as relative to its peers. To validate the fair value determination provided by its investment managers, the Company reviews the pricing movement in the context of overall market trends and trading information from its investment managers. The Company performs routine procedures such as comparing prices obtained from independent source to ensure that appropriate fair values are recorded. |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Property and Equipment | Property and equipment are stated at cost less accumulated depreciation and amortization, and are depreciated using the straight-line method over the estimated useful lives of the assets as follows: Asset Category Estimated useful lives Machinery and equipment 1 to 7 years Computer hardware and software 3 to 5 years Demonstration fleet and demonstration units 2 to 5 years Leasehold improvements Shorter of useful life or lease term Vehicles 5 years Furniture and fixtures 7 years Property and equipment consisted of the following (in thousands): December 31, 2023 2022 Machinery and equipment $ 58,815 $ 14,047 Computer hardware and software 7,025 6,797 Land 1,001 1,001 Leasehold improvements 22,531 885 Vehicles, including demonstration fleet 2,207 3,222 Furniture and fixtures 900 818 Construction in progress 2,256 13,642 Total property and equipment 94,735 40,412 Accumulated depreciation and amortization (28,435) (10,152) Total property and equipment, net $ 66,300 $ 30,260 |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Purchase Price Allocation to Assets Acquired | The following table summarizes the purchase price allocation to assets acquired (in thousands): Recorded Value Property plant and equipment $ 3,163 Developed Technology (1) 8,240 Goodwill (2) 1,063 Other assets 142 Net assets acquired $ 12,608 (1) Technology and IP Licenses were measured using the cost approach. Significant inputs used as part of the valuation of intangible assets include personnel costs, overhead costs, developer’s profit, and expected time to reproduce. (2) Goodwill is the excess of the consideration transferred over the net assets recognized and represents the expected future economic benefits as a result of other assets acquired that could not be individually identified and separately recognized. Goodwill is not amortized. The factors that made up the goodwill recognized included workforce and expected synergies derived from the technology application to the Company’s current technological platforms. The entire amount of goodwill is expected to be deductible for tax purposes and is allocated to the Autonomy Solutions segment, which is also deemed the reporting unit. |
Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination | Identifiable intangible assets recognized (in thousands): Useful Life Recorded Value Developed technology 4 — 6 years $ 8,240 Identifiable intangible assets recognized (in thousands): Useful Life Recorded Value Customer backlog 2 years $ 650 Customer relationships 4 years 2,950 Developed technology 8 years 4,000 IPR&D (1) 7,500 Tradename 4 years 500 Total intangible assets $ 15,600 (1) IPR&D intangibles are treated as indefinite-lived until the completion or abandonment of the associated R&D project, at which time the appropriate useful lives will be determined. In the fourth quarter of 2023, $3.0 million of the IPR&D relating to the Freedom Photonics acquisition recognized above was impaired. See Note 6 for additional information. Identifiable intangible assets recognized: Useful Life Recorded Value Customer relationships 10 years $ 780 Tradename ≤ 1 year 120 Developed technology 10 years 1,750 Total intangible assets $ 2,650 |
Schedule of Business Acquisitions, by Acquisition | The following table summarizes the purchase price allocation to assets acquired and liabilities assumed, including identification of measurement period adjustments (in thousands): Recorded Value Cash and cash equivalents $ 1,063 Accounts receivable 3,311 Contract asset 1,913 Inventories, net 127 Prepaid expenses and other current assets 70 Property and equipment 1,353 Operating lease right-of-use assets 449 Other non-current assets 22 Intangible assets (1) 15,600 Goodwill (2) 15,885 Total assets acquired 39,793 Current and non-current liabilities (5,158) Total liabilities assumed (5,158) Net assets acquired $ 34,635 (1) Tradename was measured using the relief-from-royalty method. The remaining identifiable intangible assets were measured using the income approach. Significant inputs used as part of the valuation of intangible assets include revenue forecasts, present value factors, expected product margins and costs to complete the IPR&D. (2) Goodwill is the excess of the consideration transferred over the net assets recognized and represents the expected future economic benefits as a result of other assets acquired that could not be individually identified and separately recognized. Goodwill is not amortized. The factors that made up goodwill recognized included assembled workforce and component cost savings. The entire amount of goodwill is expected to be deductible for tax purposes and is allocated to the ATS segment, which is also deemed the reporting unit. In the fourth quarter of 2023, $12.5 million of the goodwill recorded above in the ATS segment was impaired. See Note 6 for additional information. The following table summarizes the purchase price allocation to assets acquired and liabilities assumed, including identification of measurement period adjustments: Recorded Value Cash and cash equivalents $ 358 Accounts receivable 810 Other current assets 482 Property and equipment 1,248 Other non-current assets 384 Intangible assets (1) 2,650 Goodwill (2) 2,244 Total assets acquired 8,176 Current Liabilities (488) Non-current liabilities (1,346) Total liabilities assumed (1,834) Net assets acquired $ 6,342 (1) Identifiable intangible assets were measured using the income approach. (2) Goodwill is the excess of the consideration transferred over the net assets recognized and represents the expected future economic benefits as a result of other assets acquired that could not be individually identified and separately recognized. Goodwill is not amortized. The factors that made up the goodwill recognized included assembled workforce and component cost savings. Goodwill is not expected to be deductible for tax purposes. |
Schedule of the impact of Adjustments to the Unaudited Pro Forma | The table below reflects the impact of adjustments to the unaudited pro forma results for the year ended December 31, 2022 that are directly attributable to the acquisition (in thousands): December 31, 2022 (Unaudited) Decrease to expenses as a result of transaction costs $ (2,582) Increase to expenses as a result of stock-based compensation expense 4,119 |
Schedule of Business Acquisition, Pro Forma Information | The unaudited pro forma information presented below is for informational purposes only and is not necessarily indicative of our consolidated results of operations of the combined business had the acquisition actually occurred at the beginning of fiscal year 2021 or the results of our future operations of the combined businesses (in thousands). December 31, 2022 (Unaudited) Revenue $ 46,422 Net loss (447,736) |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | Total revenue based on the disaggregation criteria described above, as well as revenue by segment, are as follows (in thousands): Year Ended December 31, 2023 2022 2021 Revenue % of Revenue Revenue % of Revenue Revenue % of Revenue Revenue by primary geographical market: North America $ 64,083 92 % $ 35,032 86 % $ 23,043 72 % Asia Pacific 1,178 2 % 3,703 9 % 2,502 8 % Europe and Middle East 4,518 6 % 1,963 5 % 6,399 20 % Total $ 69,779 100 % $ 40,698 100 % $ 31,944 100 % Revenue by timing of recognition: Recognized at a point in time $ 45,049 65 % $ 17,595 43 % $ 8,892 28 % Recognized over time 24,730 35 % 23,103 57 % 23,052 72 % Total $ 69,779 100 % $ 40,698 100 % $ 31,944 100 % Revenue by segment: Autonomy Solutions $ 48,835 70 % $ 24,353 60 % $ 28,497 89 % ATS 20,944 30 % 16,345 40 % 3,447 11 % Total $ 69,779 100 % $ 40,698 100 % $ 31,944 100 % |
Schedule of Opening and Closing Balances of Contract Liabilities and Significant Changes in Contract Liabilities | The opening and closing balances of contract assets were as follows (in thousands): December 31, 2023 2022 Contract assets, current $ 14,132 $ 15,395 Contract assets, non-current 2,471 2,575 Ending balance $ 16,603 $ 17,970 The significant changes in contract assets balances consisted of the following (in thousands): December 31, 2023 2022 Beginning balance $ 17,970 $ 9,907 Amounts billed that were included in the contract assets beginning balance (10,965) (4,228) Revenue recognized for performance obligations that have been satisfied but for which amounts have not been billed 9,598 12,291 Ending balance $ 16,603 $ 17,970 The opening and closing balances of contract liabilities were as follows (in thousands): December 31, 2023 2022 Contract liabilities, current $ 3,127 $ 1,993 Contract liabilities, non-current 805 1,015 Ending balance $ 3,932 $ 3,008 The significant changes in contract liabilities balances consisted of the following (in thousands): December 31, 2023 2022 Beginning balance $ 3,008 $ 898 Revenue recognized that was included in the contract liabilities beginning balance (2,125) (489) Increase due to cash received and not recognized as revenue and billings in excess of revenue recognized during the period 3,049 2,599 Ending balance $ 3,932 $ 3,008 |
Investments (Tables)
Investments (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Debt Securities, Available-for-sale | The Company’s investments in debt securities consisted of the following as of December 31, 2023 and 2022 (in thousands): December 31, 2023 Cost Gross Gross Fair Value U.S. treasury securities $ 86,764 $ 20 $ — $ 86,784 U.S. agency and government sponsored securities 2,732 — — 2,732 Commercial paper 10,144 — — 10,144 Corporate bonds 44,924 9 (27) 44,906 Total debt securities $ 144,564 $ 29 $ (27) $ 144,566 Included in cash and cash equivalents $ 1,595 $ — $ (1) $ 1,594 Included in marketable securities $ 142,969 $ 29 $ (26) $ 142,972 December 31, 2022 Cost Gross Gross Fair Value U.S. treasury securities $ 191,075 $ 3 $ (2,598) $ 188,480 U.S. agency and government sponsored securities 4,999 — (75) 4,924 Commercial paper 74,755 — (232) 74,523 Corporate bonds 111,123 — (1,214) 109,909 Asset-backed securities 11,945 — (110) 11,835 Total debt securities $ 393,897 $ 3 $ (4,229) $ 389,671 Included in marketable securities $ 393,897 $ 3 $ (4,229) $ 389,671 |
Schedule of Gross Unrealized Losses and the Fair Value for Marketable Investments | The following table presents the gross unrealized losses and the fair value for those debt securities that were in an unrealized loss position for less than 12 months as of December 31, 2023 and 2022 (in thousands): December 31, 2023 December 31, 2022 Gross Fair Value Gross Fair Value U.S. treasury securities $ — $ — $ (2,598) $ 158,888 U.S. agency and government sponsored securities — 741 (75) 4,924 Commercial paper — — (232) 74,523 Corporate bonds (27) 30,621 (1,214) 109,909 Asset-backed securities — — (110) 11,835 Total $ (27) $ 31,362 $ (4,229) $ 360,079 |
Schedule of Equity Investments Included in Marketable Securities | The Company’s equity investments consisted of the following as of December 31, 2023 and 2022 (in thousands): December 31, Consolidated Balance Sheets Location 2023 2022 Money market funds (1) Cash and cash equivalents $ 101,842 $ 42,056 Marketable equity investments (1) Marketable securities 7,755 29,643 Investment in non-marketable securities (2) Other non-current assets 10,000 — Non-marketable equity investment measured using the measurement alternative (2) Other non-current assets 4,000 4,000 $ 123,597 $ 75,699 (1) Investments with readily determinable fair values. (2) Investment in privately held company without readily determinable fair value. |
Financial Statement Components
Financial Statement Components (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Cash and Cash Equivalents | Cash and cash equivalents consisted of the following (in thousands): December 31, 2023 2022 Cash $ 35,659 $ 27,496 Money market funds 101,842 42,056 Commercial paper 497 — Corporate bonds 1,097 — Total cash and cash equivalents $ 139,095 $ 69,552 |
Schedule of Inventory | Inventory consisted of the following (in thousands): December 31, 2023 2022 Raw materials $ 5,614 $ 3,614 Work-in-process 2,521 2,329 Finished goods 4,061 2,849 Total inventory $ 12,196 $ 8,792 |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consisted of the following (in thousands): December 31, 2023 2022 Prepaid expenses $ 12,434 $ 15,653 Contract assets 14,132 15,395 Advance payments to vendors 3,038 7,919 Other receivables 3,346 5,236 Total prepaid expenses and other current assets $ 32,950 $ 44,203 |
Schedule of Property and Equipment | Property and equipment are stated at cost less accumulated depreciation and amortization, and are depreciated using the straight-line method over the estimated useful lives of the assets as follows: Asset Category Estimated useful lives Machinery and equipment 1 to 7 years Computer hardware and software 3 to 5 years Demonstration fleet and demonstration units 2 to 5 years Leasehold improvements Shorter of useful life or lease term Vehicles 5 years Furniture and fixtures 7 years Property and equipment consisted of the following (in thousands): December 31, 2023 2022 Machinery and equipment $ 58,815 $ 14,047 Computer hardware and software 7,025 6,797 Land 1,001 1,001 Leasehold improvements 22,531 885 Vehicles, including demonstration fleet 2,207 3,222 Furniture and fixtures 900 818 Construction in progress 2,256 13,642 Total property and equipment 94,735 40,412 Accumulated depreciation and amortization (28,435) (10,152) Total property and equipment, net $ 66,300 $ 30,260 |
Schedule of Intangible Assets | The following table summarizes the activity in the Company’s intangible assets (in thousands): December 31, 2023 2022 Beginning of the period $ 22,077 $ 2,424 Additions 8,240 21,890 Amortization (4,323) (2,237) Impairment (1) (3,000) — End of the period $ 22,994 $ 22,077 December 31, 2023 December 31, 2022 Gross Accumulated Impairment(1) Net Weighted Average Gross Accumulated Impairment Net Weighted Average Customer relationships $ 3,730 $ (1,479) $ — $ 2,251 3.7 $ 3,730 $ (664) $ — $ 3,066 4.4 Customer backlog 650 (650) — — — 650 (292) — 358 0.9 Tradename 620 (339) — 281 2.3 620 (214) — 406 3.3 Assembled workforce 130 (130) — — — 130 (130) — — — Developed technology 20,150 (4,188) — 15,962 5.5 11,910 (1,163) — 10,747 7.5 IPR&D 7,500 — (3,000) 4,500 — 7,500 — — 7,500 — Total intangible assets $ 32,780 $ (6,786) $ (3,000) $ 22,994 5.2 $ 24,540 $ (2,463) $ — $ 22,077 6.6 (1) See below for discussions related to impairment charges. |
Schedule of Future Amortization Expense | As of December 31, 2023, the expected future amortization expense for intangible assets was as follows (in thousands): Period Expected Future 2024 $ 4,001 2025 4,001 2026 3,354 2027 3,138 2028 1,646 Thereafter 2,354 IPR&D 4,500 Total $ 22,994 |
Schedule of Goodwill | The carrying amount of goodwill allocated to the Company’s reportable segments was as follows (in thousands): Autonomy Solutions ATS Total Balance as of December 31, 2022 $ 687 $ 18,129 $ 18,816 Goodwill related to acquisition of Seagate’s lidar business (see Note 3) 1,063 — 1,063 Impairment of goodwill related to Freedom Photonics — (12,489) (12,489) Balance as of December 31, 2023 $ 1,750 $ 5,640 $ 7,390 |
Schedule of Other Noncurrent Assets | Other non-current assets consisted of the following (in thousands): December 31, 2023 2022 Security deposits $ 2,410 $ 5,495 Non-marketable equity investment (see Note 5 for additional information) 14,000 4,000 Advance payment for capital projects — 27,683 Contract assets 2,471 2,575 Other non-current assets 3,475 591 Total other non-current assets $ 22,356 $ 40,344 |
Schedule of Accrued and Other Current Liabilities | Accrued and other current liabilities consisted of the following (in thousands): December 31, 2023 2022 Accrued compensation and benefits $ 20,658 $ 16,682 Accrued expenses 14,723 22,358 Contract losses 8,790 7,526 Warranty reserves 4,154 3,584 Contract liabilities 3,127 1,993 Accrued interest payable and other liabilities 1,153 819 Total accrued and other current liabilities $ 52,605 $ 52,962 |
Convertible Senior Notes and _2
Convertible Senior Notes and Capped Call Transactions (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Net Carrying Amount | The net carrying amount of the Convertible Senior Notes was as follows (in thousands): December 31, 2023 2022 Principal $ 625,000 $ 625,000 Unamortized debt discount and issuance costs (9,572) (12,808) Net carrying amount $ 615,428 $ 612,192 |
Schedule of Interest Expense | The following table sets forth the interest expense recognized related to the Convertible Senior Notes (in thousands): Year Ended December 31 2023 2022 2021 Contractual interest expense $ 7,812 $ 7,812 $ 316 Amortization of debt discount and issuance costs 3,236 3,236 135 Total interest expense $ 11,048 $ 11,048 $ 451 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Changes in Level 3 Liabilities Measured at Fair Value | The following table presents changes in Level 3 liabilities relating to Private Warrants measured at fair value (in thousands): Private Balance as of December 31, 2022 $ 3,005 Change in fair value of outstanding warrants (1,936) Balance as of December 31, 2023 $ 1,069 |
Schedule of Financial Assets and Liabilities Subject to Fair Value Measurements on a Recurring Basis and the Level of Inputs Used | 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 (in thousands) Measured as of December 31, 2023: Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $ 101,842 $ — $ — $ 101,842 Commercial paper — 497 — 497 Corporate bonds — 1,097 — 1,097 Total cash equivalents $ 101,842 $ 1,594 $ — $ 103,436 Marketable investments: U.S. treasury securities $ 86,784 $ — $ — $ 86,784 U.S. agency and government sponsored securities — 2,732 — 2,732 Commercial paper — 9,647 — 9,647 Corporate bonds — 43,809 — 43,809 Marketable equity investments 7,755 — — 7,755 Total marketable investments $ 94,539 $ 56,188 $ — $ 150,727 Liabilities: Private Warrants $ — $ — $ 1,069 $ 1,069 Fair Value (in thousands) Measured as of December 31, 2022: Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $ 42,056 $ — $ — $ 42,056 Total cash equivalents $ 42,056 $ — $ — $ 42,056 Marketable investments: U.S. treasury securities $ 188,480 $ — $ — $ 188,480 U.S. agency and government sponsored securities — 4,924 — 4,924 Commercial paper — 74,523 — 74,523 Corporate bonds — 109,909 — 109,909 Asset-backed securities — 11,835 — 11,835 Marketable equity investments 29,643 — — 29,643 Total marketable investments $ 218,123 $ 201,191 $ — $ 419,314 Liabilities: Private Warrants $ — $ — $ 3,005 $ 3,005 |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table sets forth the computation of basic and diluted loss for the years ended December 31, 2023, 2022, and 2021 as follows: (in thousands, except for share and per share amounts): December 31, 2023 2022 2021 Numerator: Net loss $ (571,269) $ (445,939) $ (237,986) Denominator: Weighted average Common shares outstanding—Basic 389,373,659 356,265,774 346,300,975 Weighted average Common shares outstanding—Diluted 389,373,659 356,265,774 346,300,975 Net loss —Basic and Diluted $ (1.47) $ (1.25) $ (0.69) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | 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 or related contingencies on issuance of shares had not been met as of the periods presented: December 31, 2023 2022 2021 Warrants 5,757,549 5,757,549 7,166,301 Stock-based awards—Equity classified 37,627,541 33,372,534 24,156,973 Stock-based awards—Liability classified 18,562,440 14,302,723 2,401,648 Vendor stock-in-lieu of cash program 257,171 3,162,879 1,659,510 Convertible Senior Notes 31,279,716 31,279,716 31,279,716 Earn-out shares 8,606,717 8,606,717 8,606,717 Total 102,091,134 96,482,118 75,270,865 |
Stockholders_ Equity (Deficit)
Stockholders’ Equity (Deficit) (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Schedule of Vendor Stock-in-lieu of Cash Program | The Company’s vendor Stock-in-lieu of Cash Program activity for the year ended December 31, 2023 was as follows: Shares Weighted Average Unvested shares as of December 31, 2022 1,047,151 $ 11.90 Granted 15,281,701 4.34 Vested (15,450,792) 4.86 Unvested shares as of December 31, 2023 878,060 4.32 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock Option Activity | The Company’s stock option activity for the year ended December 31, 2023 was as follows (in thousands, except years and per share data): Number of Weighted- Weighted- Aggregate Outstanding as of December 31, 2022 8,162,850 $ 1.74 Exercised (1,829,636) 1.67 Cancelled/Forfeited (133,761) 1.74 Outstanding as of December 31, 2023 6,199,453 1.76 6.00 $ 10,309 Vested and exercisable as of December 31, 2023 5,797,293 1.75 5.98 9,649 Vested and expected to vest as of December 31, 2023 6,199,453 1.76 6.00 10,309 |
Schedule of Restricted Stock Activity | The Company’s RSAs activity for the year ended December 31, 2023 was as follows: Shares Weighted Average Outstanding as of December 31, 2022 64,486 $ 1.29 Vested (64,486) 1.29 Outstanding as of December 31, 2023 — — The Company’s Time-Based RSUs and Performance-Based and Other RSUs activity for the year ended December 31, 2023 was as follows: Time-Based RSUs Performance-Based and Other RSUs Shares Weighted Average Shares Weighted Average Outstanding as of December 31, 2022 25,010,688 $ 12.76 583,347 $ 8.39 Granted 26,972,748 5.70 961,187 8.58 Forfeited (3,782,948) 10.94 (757,024) 8.16 Vested (16,948,790) 9.60 (284,046) 7.45 Change in units based on performance — — (236,543) 10.46 Outstanding as of December 31, 2023 31,251,698 8.60 266,921 8.91 Activity of the Company’s management awards that include market conditions described above for the year ended December 31, 2023 was as follows: Shares Weighted Average Outstanding as of December 31, 2022 11,800,000 $ 8.48 Granted 370,000 6.80 Forfeited (370,000) 6.80 Outstanding as of December 31, 2023 11,800,000 8.48 |
Schedule of Employee Stock Purchase Plan, Valuation Assumptions | The assumptions used to value purchase rights under the ESPP during the year ended December 31, 2022 were as follows: May 16, 2023 November 16, 2023 May 16, 2022 November 16, 2022 Expect term (years) 0.5 0.5 0.5 0.5 Volatility 92.2% 77.6% 82.3% 93.5% Risk-free interest rate 5.26% 5.38% 1.54% 4.54% Dividend yield —% —% —% —% |
Schedule of Stock-based Compensation Expense by Function | Stock-based compensation expense by function was as follows (in thousands): Year Ended December 31, 2023 2022 2021 Cost of sales $ 9,163 $ 7,680 $ 6,422 Research and development 65,840 40,898 20,216 Sales and marketing 27,577 15,814 4,546 General and administrative 104,552 98,013 46,500 Total $ 207,132 $ 162,405 $ 77,684 Stock-based compensation expense by type of award was as follows (in thousands): Year Ended December 31, 2023 2022 2021 Equity Classified Awards: Stock options $ 2,197 $ 2,666 $ 5,137 RSAs 61 293 1,682 RSUs 138,820 115,267 60,191 Management awards 22,808 14,725 — ESPP 1,313 714 — Liability Classified Awards: Equity-settled fixed value 16,691 7,545 3,826 Optogration 6,079 10,894 6,114 Freedom Photonics 11,965 7,633 — Other 7,198 2,668 734 Total $ 207,132 $ 162,405 $ 77,684 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Schedule of Components of Lease Expenses, Supplemental Cash Flow Information, Weighted Average Remaining Terms, and Weighted Average Discount Rates | The components of lease expenses were as follows (in thousands): Year Ended December 31, 2023 2022 2021 Operating lease cost $ 8,441 $ 6,533 $ 4,654 Variable lease cost 1,887 2,230 1,703 Total operating lease cost $ 10,328 $ 8,763 $ 6,357 Supplemental cash flow information related to leases was as follows (in thousands): Year Ended December 31, 2023 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Cash paid for operating leases included in operating activities $ (7,508) $ (6,070) $ (4,609) Right of use assets obtained in exchange for lease obligations: Operating leases 28,447 16,749 2,876 Weighted average remaining terms were as follows (in years): December 31, 2023 December 31, 2022 Weighted average remaining lease term Operating leases 5.61 4.43 Weighted average discount rates were as follows: December 31, 2023 December 31, 2022 Weighted average discount rate Operating leases 6.45 % 5.45 % |
Schedule of Supplemental Balance Sheet Information | Supplemental balance sheet information related to leases was as follows (in thousands): December 31, 2023 December 31, 2022 Operating leases: Operating lease right-of-use assets $ 42,706 $ 21,244 Operating lease liabilities: Operating lease liabilities, current $ 10,154 $ 5,953 Operating lease liabilities, non-current 35,079 16,989 Total operating lease liabilities $ 45,233 $ 22,942 |
Schedule of Maturities of Lease Liabilities | Maturities of lease liabilities were as follows (in thousands): Year Ending December 31, Operating Leases 2024 $ 10,432 2025 10,314 2026 9,961 2027 8,989 2028 6,039 Thereafter 8,315 Total lease payments 54,050 Less: imputed interest (8,817) Total leases liabilities $ 45,233 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Loss Before Provision for (Benefit from) Income Taxes | The following table presents components of loss before provision for (benefit from) income taxes for the periods presented (in thousands): Year Ended December 31, 2023 2022 2021 United States $ (571,265) $ (445,720) $ (239,855) International 1,692 453 607 Loss before provision for (benefit from) income taxes $ (569,573) $ (445,267) $ (239,248) |
Schedule of Provision for Benefit From Income Taxes | Provision for (benefit from) income taxes for the periods presented consisted of (in thousands): Year Ended December 31, 2023 2022 2021 Current: U.S. federal $ (150) $ — $ — U.S. state (56) — — Foreign 1,966 440 — Total current: 1,760 440 — Deferred: U.S. federal (43) 204 (1,262) U.S. state (21) 28 — Total deferred: (64) 232 (1,262) Total provision for (benefit from) income taxes $ 1,696 $ 672 $ (1,262) |
Schedule of Effective Tax Rate | The reconciliation between the U.S. federal statutory income tax rate of 21% to the Company’s effective tax for the periods presented is as follows: Year Ended December 31, 2023 2022 2021 U.S. federal provision at statutory rate 21.0 % 21.0 % 21.0 % State income taxes 5.2 5.7 4.4 Foreign taxes (0.1) 0.0 0.0 Tax credits 1.0 2.4 1.5 Fair value of financial instruments 0.1 0.4 (2.3) Stock-based compensation expense (3.7) (3.4) 2.0 Executive compensation (0.5) (0.8) (1.1) Other permanent items (0.2) 0.2 (0.3) Unrecognized tax benefits 0.3 (1.4) (0.8) Change in valuation allowance (23.4) (24.3) (24.0) Effective tax rate (0.3 %) (0.2 %) 0.4 % |
Schedule of Deferred Tax Assets and Liabilities | The Company’s deferred income tax assets and liabilities as of December 31, 2023 and 2022 were as follows (in thousands): Year Ended December 31, 2023 2022 Deferred tax assets: Net operating loss carry forward $ 235,624 $ 161,881 Tax credits 27,311 16,322 Accruals and reserves 3,473 3,309 Stock-based compensation expense 17,029 14,535 Lease liability (ASC 842) 12,333 6,268 Section 174 R&D capitalization 78,673 43,240 Inventory reserves 4,584 1,961 Depreciation and amortization 9,924 2,170 Other 24 20 Total deferred tax assets 388,975 249,706 Valuation allowance (377,214) (243,811) Total deferred tax asset 11,761 5,895 Deferred tax liabilities: Other 124 162 ROU asset (ASC 842) 11,637 5,801 Total deferred tax liabilities 11,761 5,963 Net deferred tax assets (liabilities) $ — $ (68) |
Schedule of Reconciliation of the Total Amounts of Unrecognized Tax Benefits | The following is a tabular reconciliation of the total amounts of unrecognized tax benefits (in thousands): Year Ended December 31, 2023 2022 2021 Unrecognized tax benefits as of the beginning of the year $ 8,604 $ 6,296 $ 3,975 Increases related to prior year tax positions 65 — 535 Decreases related to prior year tax provisions (4,230) (3,723) — Increase related to current year tax positions 2,389 6,031 1,786 Unrecognized tax benefits as of the end of the year $ 6,828 $ 8,604 $ 6,296 |
Segment and Customer Concentr_2
Segment and Customer Concentration Information (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Segment Operating Results and Reconciliations to the Consolidated Balances | The accounting policies of the operating segments are the same as those described in Note 2. Segment operating results and reconciliations to the Company’s consolidated balances are as follows (in thousands): Year ended December 31, 2023 Autonomy ATS Total Eliminations (1) Total Revenues from external customers $ 48,835 $ 20,944 $ 69,779 $ — $ 69,779 Depreciation and amortization 23,935 2,689 26,624 — 26,624 Operating loss (513,668) (49,640) (563,308) — (563,308) Other significant items: Segment assets 595,868 51,436 647,304 (134,937) 512,367 Inventories, net 11,162 1,071 12,233 (37) 12,196 Year ended December 31, 2022 Autonomy ATS Total Eliminations (1) Total Revenues from external customers $ 24,353 $ 16,345 $ 40,698 $ — $ 40,698 Depreciation and amortization 4,110 2,456 6,566 — 6,566 Operating loss (412,673) (29,394) (442,067) (335) (442,402) Other significant items: Segment assets 752,088 60,529 812,617 (125,290) 687,327 Inventories, net 8,664 474 9,138 (346) 8,792 Year ended December 31, 2021 Autonomy ATS Total Eliminations (1) Total Revenues from external customers $ 28,497 $ 3,447 $ 31,944 $ — $ 31,944 Depreciation and amortization 3,723 439 4,162 — 4,162 Operating loss (214,133) (324) (214,457) (95) (214,552) Other significant items: Segment assets 882,704 9,771 892,475 (8,939) 883,536 Inventories, net 10,179 163 10,342 — 10,342 (1) Represent the eliminations of all intercompany balances and transactions during the period presented. |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies - Segment Information (Details) | 12 Months Ended |
Dec. 31, 2023 operating_segment | |
Accounting Policies [Abstract] | |
Number of operating segments | 2 |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies - Concentration of Credit Risk (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Concentration Risk [Line Items] | ||
Cash held in foreign entities | $ 0 | $ 0 |
Customer A | Accounts Receivable | Customer Concentration Risk | ||
Concentration Risk [Line Items] | ||
Percentage of accounts receivable (as percent) | 71% | 27% |
Customer B | Accounts Receivable | Customer Concentration Risk | ||
Concentration Risk [Line Items] | ||
Percentage of accounts receivable (as percent) | 23% | |
Customer D | Accounts Receivable | Customer Concentration Risk | ||
Concentration Risk [Line Items] | ||
Percentage of accounts receivable (as percent) | 11% |
Basis of Presentation and Sum_6
Basis of Presentation and Summary of Significant Accounting Policies - Property and Equipment (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Machinery and equipment | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 1 year | |
Machinery and equipment | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 7 years | |
Computer hardware and software | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 3 years | |
Computer hardware and software | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 5 years | |
Demonstration fleet and demonstration units | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 2 years | |
Demonstration fleet and demonstration units | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 5 years | |
Vehicles, including demonstration fleet | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 5 years | |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 7 years | |
Tooling | ||
Property, Plant and Equipment [Line Items] | ||
Capitalized costs | $ 0 | $ 0 |
Tooling | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 1 year | |
Tooling | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 3 years |
Basis of Presentation and Sum_7
Basis of Presentation and Summary of Significant Accounting Policies - Intangible Assets (Details) | Dec. 31, 2023 |
Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Useful life | 1 year |
Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Useful life | 10 years |
Basis of Presentation and Sum_8
Basis of Presentation and Summary of Significant Accounting Policies - Impairment of Long-Lived Assets (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Impairment of long-lived assets | $ 0 | $ 0 |
Business Combinations - Narrati
Business Combinations - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||||||||
Jan. 18, 2023 | Jun. 15, 2022 | Apr. 13, 2022 | Aug. 03, 2021 | Aug. 31, 2023 | Aug. 31, 2022 | Aug. 31, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | ||||||||||
Stock consideration | $ 0 | $ 0 | $ 6,527 | |||||||
Optogration milestone awards | $ 11,751 | |||||||||
Freedom Photonics | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Stock consideration | $ 34,600 | |||||||||
Purchase price includes working capital adjustments | 400 | |||||||||
Merger related expenses incurred | $ 1,400 | |||||||||
Solfice | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Aggregate consideration transferred | $ 6,300 | |||||||||
Optogration, Inc. | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Stock consideration | $ 6,300 | |||||||||
Contingent stock consideration | $ 22,000 | |||||||||
Optogration Milestone Awards | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Contingent stock consideration | $ 22,000 | |||||||||
Optogration Milestone Awards | Class A Common Stock | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Optogration milestone awards (in shares) | 1,527,788 | 1,632,056 | ||||||||
Optogration milestone awards | $ 11,000 | $ 11,000 | ||||||||
Optogration milestone awards, remaining obligations | $ 11,000 | |||||||||
Seagate | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Aggregate cash consideration | $ 12,600 |
Business Combinations - Schedul
Business Combinations - Schedule of Purchase Price Allocation (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Business Acquisition [Line Items] | |||
Finite-lived intangible assets acquired | $ 8,240 | $ 21,890 | |
Seagate | |||
Business Acquisition [Line Items] | |||
Property plant and equipment | $ 3,163 | ||
Other assets | 142 | ||
Net assets acquired | 12,608 | ||
Seagate | Autonomy Solutions | |||
Business Acquisition [Line Items] | |||
Goodwill | 1,063 | ||
Seagate | Developed technology | |||
Business Acquisition [Line Items] | |||
Finite-lived intangible assets acquired | $ 8,240 |
Business Combinations - Compone
Business Combinations - Components of Intangible Assets and Estimated Useful Lives (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Dec. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Apr. 13, 2022 | Aug. 03, 2021 | |
Business Acquisition [Line Items] | ||||||
Impairment of goodwill and intangible assets | $ 15,489 | $ 0 | $ 0 | |||
Minimum | ||||||
Business Acquisition [Line Items] | ||||||
Weighted Average Remaining Period (Years) | 1 year | 1 year | ||||
Maximum | ||||||
Business Acquisition [Line Items] | ||||||
Weighted Average Remaining Period (Years) | 10 years | 10 years | ||||
Freedom Photonics | ||||||
Business Acquisition [Line Items] | ||||||
Total intangible assets | $ 15,600 | |||||
Freedom Photonics | Customer backlog | ||||||
Business Acquisition [Line Items] | ||||||
Weighted Average Remaining Period (Years) | 2 years | |||||
Recorded Value | $ 650 | |||||
Freedom Photonics | Customer relationships | ||||||
Business Acquisition [Line Items] | ||||||
Weighted Average Remaining Period (Years) | 4 years | |||||
Recorded Value | $ 2,950 | |||||
Freedom Photonics | Developed technology | ||||||
Business Acquisition [Line Items] | ||||||
Weighted Average Remaining Period (Years) | 8 years | |||||
Recorded Value | $ 4,000 | |||||
Freedom Photonics | IPR&D | ||||||
Business Acquisition [Line Items] | ||||||
Recorded Value | $ 7,500 | |||||
Impairment of goodwill and intangible assets | $ 3,000 | |||||
Freedom Photonics | Tradename | ||||||
Business Acquisition [Line Items] | ||||||
Weighted Average Remaining Period (Years) | 4 years | |||||
Recorded Value | $ 500 | |||||
Optogration, Inc. | ||||||
Business Acquisition [Line Items] | ||||||
Weighted Average Remaining Period (Years) | 5 years 2 months 12 days | 5 years 2 months 12 days | 6 years 7 months 6 days | |||
Total intangible assets | $ 2,650 | |||||
Optogration, Inc. | Customer backlog | ||||||
Business Acquisition [Line Items] | ||||||
Weighted Average Remaining Period (Years) | 10 months 24 days | |||||
Recorded Value | $ 650 | $ 650 | $ 650 | |||
Optogration, Inc. | Customer relationships | ||||||
Business Acquisition [Line Items] | ||||||
Weighted Average Remaining Period (Years) | 3 years 8 months 12 days | 3 years 8 months 12 days | 4 years 4 months 24 days | 10 years | ||
Recorded Value | $ 3,730 | $ 3,730 | $ 3,730 | $ 780 | ||
Optogration, Inc. | Developed technology | ||||||
Business Acquisition [Line Items] | ||||||
Weighted Average Remaining Period (Years) | 5 years 6 months | 5 years 6 months | 7 years 6 months | 10 years | ||
Recorded Value | $ 20,150 | $ 20,150 | $ 11,910 | $ 1,750 | ||
Optogration, Inc. | Tradename | ||||||
Business Acquisition [Line Items] | ||||||
Weighted Average Remaining Period (Years) | 2 years 3 months 18 days | 2 years 3 months 18 days | 3 years 3 months 18 days | 1 year | ||
Recorded Value | $ 620 | $ 620 | $ 620 | $ 120 | ||
Seagate | Developed technology | Minimum | ||||||
Business Acquisition [Line Items] | ||||||
Weighted Average Remaining Period (Years) | 4 years | 4 years | ||||
Seagate | Developed technology | Maximum | ||||||
Business Acquisition [Line Items] | ||||||
Weighted Average Remaining Period (Years) | 6 years | 6 years |
Business Combinations - Sched_2
Business Combinations - Schedule of Recognized Identified Assets and Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Apr. 13, 2022 | Aug. 03, 2021 | |
Business Acquisition [Line Items] | |||||
Goodwill | $ 7,390 | $ 7,390 | $ 18,816 | ||
Impairment of goodwill related to Freedom Photonics | 12,489 | ||||
ATS | |||||
Business Acquisition [Line Items] | |||||
Goodwill | 5,640 | 5,640 | $ 18,129 | ||
Impairment of goodwill related to Freedom Photonics | $ 12,500 | $ 12,489 | |||
Freedom Photonics | |||||
Business Acquisition [Line Items] | |||||
Cash and cash equivalents | $ 1,063 | ||||
Accounts receivable | 3,311 | ||||
Contract asset | 1,913 | ||||
Inventories, net | 127 | ||||
Other current assets | 70 | ||||
Property and equipment | 1,353 | ||||
Operating lease right-of-use assets | 449 | ||||
Other non-current assets | 22 | ||||
Total intangible assets | 15,600 | ||||
Goodwill | 15,885 | ||||
Total assets acquired | 39,793 | ||||
Current and non-current liabilities | (5,158) | ||||
Total liabilities assumed | (5,158) | ||||
Net assets acquired | $ 34,635 | ||||
Optogration, Inc. | |||||
Business Acquisition [Line Items] | |||||
Cash and cash equivalents | $ 358 | ||||
Accounts receivable | 810 | ||||
Other current assets | 482 | ||||
Property and equipment | 1,248 | ||||
Other non-current assets | 384 | ||||
Total intangible assets | 2,650 | ||||
Goodwill | 2,244 | ||||
Total assets acquired | 8,176 | ||||
Current Liabilities | (488) | ||||
Non-current liabilities | (1,346) | ||||
Total liabilities assumed | (1,834) | ||||
Net assets acquired | $ 6,342 |
Business Combinations - Impact
Business Combinations - Impact of Adjustments to the Unaudited Pro Forma (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Acquisition-related Costs | |
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | |
(Decrease) / increase to expenses as a result of transaction costs and stock-based compensation expense | $ (2,582) |
Stock Based Compensation Costs | |
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | |
(Decrease) / increase to expenses as a result of transaction costs and stock-based compensation expense | $ 4,119 |
Business Combinations - Unaudit
Business Combinations - Unaudited Pro Forma (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Business Combination and Asset Acquisition [Abstract] | |
Revenue | $ 46,422 |
Net loss | $ (447,736) |
Revenue - Schedule of Disaggreg
Revenue - Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | |||
Revenue | $ 69,779 | $ 40,698 | $ 31,944 |
Revenue from contract with customer benchmark | Geographic Concentration Risk | |||
Disaggregation of Revenue [Line Items] | |||
Percentage of revenue (as percent) | 100% | 100% | 100% |
Revenue from contract with customer benchmark | Revenue Recognition Timing Concentration Risk | |||
Disaggregation of Revenue [Line Items] | |||
Percentage of revenue (as percent) | 100% | 100% | 100% |
Revenue from contract with customer benchmark | Segment Concentration Risk | |||
Disaggregation of Revenue [Line Items] | |||
Percentage of revenue (as percent) | 100% | 100% | 100% |
Autonomy Solutions | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | $ 48,835 | $ 24,353 | $ 28,497 |
Autonomy Solutions | Revenue from contract with customer benchmark | Segment Concentration Risk | |||
Disaggregation of Revenue [Line Items] | |||
Percentage of revenue (as percent) | 70% | 60% | 89% |
ATS | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | $ 20,944 | $ 16,345 | $ 3,447 |
ATS | Revenue from contract with customer benchmark | Segment Concentration Risk | |||
Disaggregation of Revenue [Line Items] | |||
Percentage of revenue (as percent) | 30% | 40% | 11% |
Recognized at a point in time | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | $ 45,049 | $ 17,595 | $ 8,892 |
Recognized at a point in time | Revenue from contract with customer benchmark | Revenue Recognition Timing Concentration Risk | |||
Disaggregation of Revenue [Line Items] | |||
Percentage of revenue (as percent) | 65% | 43% | 28% |
Recognized over time | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | $ 24,730 | $ 23,103 | $ 23,052 |
Recognized over time | Revenue from contract with customer benchmark | Revenue Recognition Timing Concentration Risk | |||
Disaggregation of Revenue [Line Items] | |||
Percentage of revenue (as percent) | 35% | 57% | 72% |
North America | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | $ 64,083 | $ 35,032 | $ 23,043 |
North America | Revenue from contract with customer benchmark | Geographic Concentration Risk | |||
Disaggregation of Revenue [Line Items] | |||
Percentage of revenue (as percent) | 92% | 86% | 72% |
Asia Pacific | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | $ 1,178 | $ 3,703 | $ 2,502 |
Asia Pacific | Revenue from contract with customer benchmark | Geographic Concentration Risk | |||
Disaggregation of Revenue [Line Items] | |||
Percentage of revenue (as percent) | 2% | 9% | 8% |
Europe and Middle East | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | $ 4,518 | $ 1,963 | $ 6,399 |
Europe and Middle East | Revenue from contract with customer benchmark | Geographic Concentration Risk | |||
Disaggregation of Revenue [Line Items] | |||
Percentage of revenue (as percent) | 6% | 5% | 20% |
Revenue - Narrative (Details)
Revenue - Narrative (Details) | Mar. 31, 2020 tranche |
VCTF warrant | |
Class of Warrant or Right [Line Items] | |
Number of tranches | 2 |
Revenue - Schedule of Opening a
Revenue - Schedule of Opening and Closing Balances of Contract Assets and Contract Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Contract With Customer Asset [Roll Forward] | |||
Contract assets, current | $ 14,132 | $ 15,395 | |
Contract assets, non-current | 2,471 | 2,575 | |
Contract with customer, asset, total | 16,603 | 17,970 | $ 9,907 |
Contract with Customer, Liability [Roll Forward] | |||
Contract liabilities, current | 3,127 | 1,993 | |
Contract liabilities, non-current | 805 | 1,015 | |
Contract with customer, liability, total | $ 3,932 | $ 3,008 | $ 898 |
Revenue - Schedule of Significa
Revenue - Schedule of Significant Changes in Contract Assets and Contract Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Contract With Customer Asset [Roll Forward] | ||
Beginning balance | $ 17,970 | $ 9,907 |
Amounts billed that were included in the contract assets beginning balance | (10,965) | (4,228) |
Revenue recognized for performance obligations that have been satisfied but for which amounts have not been billed | 9,598 | 12,291 |
Ending balance | 16,603 | 17,970 |
Contract with Customer, Liability [Roll Forward] | ||
Beginning balance | 3,008 | 898 |
Revenue recognized that was included in the contract liabilities beginning balance | (2,125) | (489) |
Increase due to cash received and not recognized as revenue and billings in excess of revenue recognized during the period | 3,049 | 2,599 |
Ending balance | $ 3,932 | $ 3,008 |
Revenue - Remaining Performance
Revenue - Remaining Performance Obligations (Details) $ in Millions | Dec. 31, 2023 USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | $ 10.1 |
Revenue, remaining performance obligation, percentage | 92% |
Revenue, remaining performance obligation, period | 12 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, period |
Investments - Amortized Cost (D
Investments - Amortized Cost (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Debt Securities, Available-for-sale [Line Items] | ||
Cost | $ 144,564 | $ 393,897 |
Gross Unrealized Gains | 29 | 3 |
Gross Unrealized Losses | (27) | (4,229) |
Fair Value | 144,566 | 389,671 |
Included in cash and cash equivalents | ||
Debt Securities, Available-for-sale [Line Items] | ||
Cost | 1,595 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | (1) | |
Fair Value | 1,594 | |
Included in marketable securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Cost | 142,969 | 393,897 |
Gross Unrealized Gains | 29 | 3 |
Gross Unrealized Losses | (26) | (4,229) |
Fair Value | 142,972 | 389,671 |
U.S. treasury securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Cost | 86,764 | 191,075 |
Gross Unrealized Gains | 20 | 3 |
Gross Unrealized Losses | 0 | (2,598) |
Fair Value | 86,784 | 188,480 |
U.S. agency and government sponsored securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Cost | 2,732 | 4,999 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | (75) |
Fair Value | 2,732 | 4,924 |
Commercial paper | ||
Debt Securities, Available-for-sale [Line Items] | ||
Cost | 10,144 | 74,755 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | (232) |
Fair Value | 10,144 | 74,523 |
Corporate bonds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Cost | 44,924 | 111,123 |
Gross Unrealized Gains | 9 | 0 |
Gross Unrealized Losses | (27) | (1,214) |
Fair Value | $ 44,906 | 109,909 |
Asset-backed securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Cost | 11,945 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | (110) | |
Fair Value | $ 11,835 |
Investments - Continuous Loss P
Investments - Continuous Loss Position (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Debt Securities, Available-for-sale [Line Items] | ||
Gross Unrealized Losses | $ (27) | $ (4,229) |
Fair Value | 31,362 | 360,079 |
U.S. treasury securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Gross Unrealized Losses | 0 | (2,598) |
Fair Value | 0 | 158,888 |
U.S. agency securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Gross Unrealized Losses | 0 | (75) |
Fair Value | 741 | 4,924 |
Commercial paper | ||
Debt Securities, Available-for-sale [Line Items] | ||
Gross Unrealized Losses | 0 | (232) |
Fair Value | 0 | 74,523 |
Corporate bonds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Gross Unrealized Losses | (27) | (1,214) |
Fair Value | 30,621 | 109,909 |
Asset-backed securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Gross Unrealized Losses | 0 | (110) |
Fair Value | $ 0 | $ 11,835 |
Investments - Schedule of Equit
Investments - Schedule of Equity Investments (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Debt Securities, Available-for-sale [Line Items] | ||
Marketable equity investments | $ 123,597 | $ 75,699 |
Money market funds | Cash and cash equivalents | ||
Debt Securities, Available-for-sale [Line Items] | ||
Marketable equity investments | 101,842 | 42,056 |
Marketable equity investments | Marketable securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Marketable equity investments | 7,755 | 29,643 |
Investment in non-marketable securities | Other non-current assets | ||
Debt Securities, Available-for-sale [Line Items] | ||
Non-marketable equity investment measured using the measurement alternative | 10,000 | 0 |
Non-Marketable Equity Investment | Other non-current assets | ||
Debt Securities, Available-for-sale [Line Items] | ||
Non-marketable equity investment measured using the measurement alternative | $ 4,000 | $ 4,000 |
Investments - Narrative (Detail
Investments - Narrative (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | |||
Sep. 30, 2023 | Aug. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
Robotic Research OpCo, LLC | |||||
Debt Securities, Available-for-sale [Line Items] | |||||
Investment in Robotic Research, percentage of capitalization (percent, less than) | 5% | ||||
Impairment charges | $ 6 | ||||
Equity method investment, ownership percentage (percent, less than) | 5% | ||||
ECARX Holdings Inc., | |||||
Debt Securities, Available-for-sale [Line Items] | |||||
Investment in Robotic Research, percentage of capitalization (percent, less than) | 5% | 5% | |||
Class A Preferred Units | Robotic Research OpCo, LLC | |||||
Debt Securities, Available-for-sale [Line Items] | |||||
Sale of stock (in shares) | 1,495 | ||||
Class A Preferred Units | ECARX Holdings Inc., | |||||
Debt Securities, Available-for-sale [Line Items] | |||||
Sale of stock (in shares) | 1,500,000 | ||||
Class A Common Stock | Robotic Research OpCo, LLC | |||||
Debt Securities, Available-for-sale [Line Items] | |||||
Stock consideration | $ 10 | $ 10 | |||
Common stock, shares issued (in shares) | 436,158 | 1,490,313 | 618,924 | ||
Class A Common Stock | ECARX Holdings Inc., | |||||
Debt Securities, Available-for-sale [Line Items] | |||||
Stock consideration | $ 15 | ||||
Common stock, shares issued (in shares) | 2,030,374 |
Financial Statement Component_2
Financial Statement Components - Cash and Cash Equivalents (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Cash | $ 35,659 | $ 27,496 |
Money market funds | 101,842 | 42,056 |
Commercial paper | 497 | 0 |
Corporate bonds | 1,097 | 0 |
Total cash and cash equivalents | $ 139,095 | $ 69,552 |
Financial Statement Component_3
Financial Statement Components - Inventory (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Raw materials | $ 5,614 | $ 3,614 | |
Work-in-process | 2,521 | 2,329 | |
Finished goods | 4,061 | 2,849 | |
Total inventory | $ 12,196 | $ 8,792 | $ 10,342 |
Financial Statement Component_4
Financial Statement Components - Narrative (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Inventory write-offs and write-downs | $ 19,547,000 | $ 12,154,000 | $ 2,918,000 | |
Depreciation and amortization | 22,300,000 | 4,300,000 | 3,900,000 | |
Restructuring and related cost, accelerated depreciation | 9,200,000 | |||
Amortization expense | 4,323,000 | 2,237,000 | ||
Estimated contract losses | 16,400,000 | $ 19,200,000 | $ 0 | |
IPR&D | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Impairment charges | $ 3,000,000 | |||
Freedom Photonics | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Impairment charges | $ 12,500,000 | 12,500,000 | ||
Freedom Photonics | ATS | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Impairment charges | 12,500,000 | |||
Freedom Photonics | Autonomy Solutions | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Impairment charges | 0 | |||
Freedom Photonics | IPR&D | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Impairment charges | $ 3,000,000 |
Financial Statement Component_5
Financial Statement Components - Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Prepaid expenses | $ 12,434 | $ 15,653 |
Contract assets | 14,132 | 15,395 |
Advance payments to vendors | 3,038 | 7,919 |
Other receivables | 3,346 | 5,236 |
Total prepaid expenses and other current assets | $ 32,950 | $ 44,203 |
Financial Statement Component_6
Financial Statement Components - Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 94,735 | $ 40,412 |
Accumulated depreciation and amortization | (28,435) | (10,152) |
Total property and equipment, net | 66,300 | 30,260 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 58,815 | 14,047 |
Computer hardware and software | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 7,025 | 6,797 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 1,001 | 1,001 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 22,531 | 885 |
Vehicles, including demonstration fleet | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 2,207 | 3,222 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 900 | 818 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 2,256 | $ 13,642 |
Financial Statement Component_7
Financial Statement Components - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Aug. 03, 2021 | |
Intangible Assets (Including Goodwill) [Roll Forward] | ||||
Beginning of the period | $ 22,077 | $ 2,424 | ||
Additions | 8,240 | 21,890 | ||
Amortization | (4,323) | (2,237) | ||
Impairment | (3,000) | 0 | ||
End of the period | 22,994 | 22,077 | $ 2,424 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||||
Intangible assets, net | 22,994 | 22,077 | ||
Optogration, Inc. | ||||
Intangible Assets (Including Goodwill) [Roll Forward] | ||||
Amortization | (4,300) | (2,200) | $ (200) | |
Accumulated Amortization | (6,786) | $ (2,463) | ||
Net Carrying Amount | $ 22,994 | |||
Weighted Average Remaining Period (Years) | 5 years 2 months 12 days | 6 years 7 months 6 days | ||
Indefinite-Lived Intangible Assets (Excluding Goodwill) [Abstract] | ||||
IPR&D | $ 4,500 | |||
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||||
Gross Carrying Amount | 32,780 | $ 24,540 | ||
Accumulated Amortization | (6,786) | (2,463) | ||
Impairment | (3,000) | 0 | ||
Intangible assets, net | 22,994 | 22,077 | ||
Optogration, Inc. | IPR&D | ||||
Indefinite-Lived Intangible Assets (Excluding Goodwill) [Abstract] | ||||
IPR&D | 7,500 | 7,500 | ||
Impairment | (3,000) | 0 | ||
Net Carrying Amount | 4,500 | 7,500 | ||
Optogration, Inc. | Customer relationships | ||||
Intangible Assets (Including Goodwill) [Roll Forward] | ||||
Gross Carrying Amount | 3,730 | 3,730 | $ 780 | |
Accumulated Amortization | (1,479) | (664) | ||
Impairment | 0 | 0 | ||
Net Carrying Amount | $ 2,251 | $ 3,066 | ||
Weighted Average Remaining Period (Years) | 3 years 8 months 12 days | 4 years 4 months 24 days | 10 years | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||||
Accumulated Amortization | $ (1,479) | $ (664) | ||
Optogration, Inc. | Customer backlog | ||||
Intangible Assets (Including Goodwill) [Roll Forward] | ||||
Gross Carrying Amount | 650 | 650 | ||
Accumulated Amortization | (650) | (292) | ||
Impairment | 0 | 0 | ||
Net Carrying Amount | 0 | $ 358 | ||
Weighted Average Remaining Period (Years) | 10 months 24 days | |||
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||||
Accumulated Amortization | (650) | $ (292) | ||
Optogration, Inc. | Tradename | ||||
Intangible Assets (Including Goodwill) [Roll Forward] | ||||
Gross Carrying Amount | 620 | 620 | $ 120 | |
Accumulated Amortization | (339) | (214) | ||
Impairment | 0 | 0 | ||
Net Carrying Amount | $ 281 | $ 406 | ||
Weighted Average Remaining Period (Years) | 2 years 3 months 18 days | 3 years 3 months 18 days | 1 year | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||||
Accumulated Amortization | $ (339) | $ (214) | ||
Optogration, Inc. | Assembled workforce | ||||
Intangible Assets (Including Goodwill) [Roll Forward] | ||||
Gross Carrying Amount | 130 | 130 | ||
Accumulated Amortization | (130) | (130) | ||
Impairment | 0 | 0 | ||
Net Carrying Amount | 0 | 0 | ||
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||||
Accumulated Amortization | (130) | (130) | ||
Optogration, Inc. | Developed technology | ||||
Intangible Assets (Including Goodwill) [Roll Forward] | ||||
Gross Carrying Amount | 20,150 | 11,910 | $ 1,750 | |
Accumulated Amortization | (4,188) | (1,163) | ||
Impairment | 0 | 0 | ||
Net Carrying Amount | $ 15,962 | $ 10,747 | ||
Weighted Average Remaining Period (Years) | 5 years 6 months | 7 years 6 months | 10 years | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||||
Accumulated Amortization | $ (4,188) | $ (1,163) |
Financial Statement Component_8
Financial Statement Components - Future Amortization Expense (Details) - Optogration, Inc. $ in Thousands | Dec. 31, 2023 USD ($) |
Finite-Lived Intangible Assets [Line Items] | |
2024 | $ 4,001 |
2025 | 4,001 |
2026 | 3,354 |
2027 | 3,138 |
2028 | 1,646 |
Thereafter | 2,354 |
IPR&D | 4,500 |
Net Carrying Amount | $ 22,994 |
Financial Statement Component_9
Financial Statement Components - Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Dec. 31, 2023 | Dec. 31, 2023 | |
Goodwill [Roll Forward] | ||
Beginning balance | $ 18,816 | |
Impairment of goodwill related to Freedom Photonics | (12,489) | |
Ending balance | $ 7,390 | 7,390 |
Freedom Photonics | ||
Goodwill [Roll Forward] | ||
Goodwill related to acquisition of Seagate’s lidar business (see Note 3) | 1,063 | |
Autonomy Solutions | ||
Goodwill [Roll Forward] | ||
Beginning balance | 687 | |
Impairment of goodwill related to Freedom Photonics | 0 | |
Ending balance | 1,750 | 1,750 |
Autonomy Solutions | Freedom Photonics | ||
Goodwill [Roll Forward] | ||
Goodwill related to acquisition of Seagate’s lidar business (see Note 3) | 1,063 | |
ATS | ||
Goodwill [Roll Forward] | ||
Beginning balance | 18,129 | |
Impairment of goodwill related to Freedom Photonics | (12,500) | (12,489) |
Ending balance | $ 5,640 | 5,640 |
ATS | Freedom Photonics | ||
Goodwill [Roll Forward] | ||
Goodwill related to acquisition of Seagate’s lidar business (see Note 3) | $ 0 |
Financial Statement Componen_10
Financial Statement Components - Other Noncurrent Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Security deposits | $ 2,410 | $ 5,495 |
Non-marketable equity investment (see Note 5 for additional information) | 14,000 | 4,000 |
Advance payment for capital projects | 0 | 27,683 |
Contract assets | 2,471 | 2,575 |
Other non-current assets | 3,475 | 591 |
Other non-current assets | $ 22,356 | $ 40,344 |
Financial Statement Componen_11
Financial Statement Components - Accrued and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accrued compensation and benefits | $ 20,658 | $ 16,682 |
Accrued expenses | 14,723 | 22,358 |
Contract losses | 8,790 | 7,526 |
Warranty reserves | 4,154 | 3,584 |
Contract liabilities | 3,127 | 1,993 |
Accrued interest payable and other liabilities | 1,153 | 819 |
Total accrued and other current liabilities | $ 52,605 | $ 52,962 |
Convertible Senior Notes and _3
Convertible Senior Notes and Capped Call Transactions - Additional Information (Details) | 1 Months Ended | 12 Months Ended | ||||||
Dec. 31, 2021 USD ($) $ / shares | Dec. 31, 2021 USD ($) $ / shares | Dec. 31, 2021 USD ($) trading_day $ / shares | Dec. 31, 2021 USD ($) consecutive_trading_day $ / shares | Dec. 31, 2021 USD ($) consecutive_business_day $ / shares | Dec. 31, 2023 USD ($) $ / shares | Dec. 31, 2022 USD ($) $ / shares | Dec. 31, 2021 USD ($) $ / shares | |
Debt Instrument [Line Items] | ||||||||
Proceeds from convertible debt | $ 0 | $ 0 | $ 609,375,000 | |||||
Stock option, capped calls, initial strike price (in dollars per share) | $ / shares | $ 19.98 | $ 19.98 | $ 19.98 | $ 19.98 | $ 19.98 | $ 19.98 | ||
Stock option, capped calls, initial cap price (in dollars per share) | $ / shares | $ 30.16 | $ 30.16 | $ 30.16 | $ 30.16 | $ 30.16 | $ 30.16 | ||
Class A Common Stock | ||||||||
Debt Instrument [Line Items] | ||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||||
Convertible Senior Notes Due 2026 | Convertible Debt | ||||||||
Debt Instrument [Line Items] | ||||||||
Principal | $ 625,000,000 | $ 625,000,000 | $ 625,000,000 | $ 625,000,000 | $ 625,000,000 | $ 625,000,000 | $ 625,000,000 | $ 625,000,000 |
Interest rate (as a percent) | 1.25% | 1.25% | 1.25% | 1.25% | 1.25% | 1.25% | ||
Proceeds from the issuance of debt | $ 75,000,000 | |||||||
Proceeds from convertible debt | $ 609,400,000 | |||||||
Debt instrument, convertible, shares issuable (in shares) | 0.0500475 | |||||||
Conversion price (in dollars per share) | $ / shares | $ 19.98 | $ 19.98 | $ 19.98 | $ 19.98 | $ 19.98 | $ 19.98 | ||
Debt issuance costs, net | $ 16,200,000 | $ 16,200,000 | $ 16,200,000 | $ 16,200,000 | $ 16,200,000 | $ 16,200,000 | ||
Note term (in months) | 2 years 11 months 15 days | |||||||
Payments to purchase capped calls | $ 73,400,000 | |||||||
Convertible Senior Notes Due 2026 | Convertible Debt | Debt Instrument, Redemption, Period One | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, convertible, threshold trading days | trading_day | 20 | |||||||
Debt instrument, convertible, threshold consecutive trading days | consecutive_trading_day | 30 | |||||||
Debt instrument, redemption price, percentage | 100% | |||||||
Convertible Senior Notes Due 2026 | Convertible Debt | Debt Instrument, Redemption, Period Two | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, convertible, threshold percentage of stock price trigger | 130% | |||||||
Debt instrument, convertible, threshold trading days | trading_day | 20 | |||||||
Debt instrument, convertible, threshold consecutive trading days | consecutive_trading_day | 30 | |||||||
Convertible Senior Notes Due 2026 | Convertible Debt | Debt Instrument, Redemption, Period Three | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, convertible, threshold trading days | 10 | 5 | ||||||
Debt instrument, convertible, threshold percent of conversion price triggering convertible feature | 98% | |||||||
Convertible Senior Notes Due 2026 | Convertible Debt | Class A Common Stock | ||||||||
Debt Instrument [Line Items] | ||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Convertible Senior Notes Due 2026 | Convertible Debt | Class A Common Stock | Debt Instrument, Redemption, Period One | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, convertible, threshold percentage of stock price trigger | 130% |
Convertible Senior Notes and _4
Convertible Senior Notes and Capped Call Transactions - Schedule of Net Carrying Amount (Details) - Convertible Senior Notes Due 2026 - Convertible Debt - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | |||
Principal | $ 625,000,000 | $ 625,000,000 | $ 625,000,000 |
Unamortized debt discount and issuance costs | (9,572,000) | (12,808,000) | |
Net carrying amount | $ 615,428,000 | $ 612,192,000 |
Convertible Senior Notes and _5
Convertible Senior Notes and Capped Call Transactions - Schedule of Interest Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | |||
Total interest expense | $ 11,048 | $ 11,095 | $ 2,028 |
Convertible Senior Notes Due 2026 | Convertible Debt | |||
Debt Instrument [Line Items] | |||
Contractual interest expense | 7,812 | 7,812 | 316 |
Amortization of debt discount and issuance costs | 3,236 | 3,236 | 135 |
Total interest expense | $ 11,048 | $ 11,048 | $ 451 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) $ in Millions | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) |
Level 3 | Expected Term | Private Warrants | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants term (in years) | 1 year 11 months 1 day | |
Level 3 | Price Volatility | Private Warrants | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants outstanding, measurement input | 0.898 | |
Level 3 | Risk Free Interest Rate | Private Warrants | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants outstanding, measurement input | 0.0427 | |
Level 2 | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Convertible senior notes, fair value | $ 296.3 | $ 352.5 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Changes in Level 3 Liabilities Measured at Fair Value (Details) - Private Warrants - Warrants $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Balance at beginning of period | $ 3,005 |
Change in fair value of outstanding warrants | (1,936) |
Balance at end of period | $ 1,069 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Financial Assets and Liabilities Subject to Fair Value Measurements on a Recurring Basis and the Level of Inputs Used (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Assets: | ||
Marketable investments | $ 144,566 | $ 389,671 |
Liabilities: | ||
Warrant liabilities | 1,069 | 3,005 |
U.S. treasury securities | ||
Assets: | ||
Marketable investments | 86,784 | 188,480 |
U.S. agency and government sponsored securities | ||
Assets: | ||
Marketable investments | 2,732 | 4,924 |
Corporate bonds | ||
Assets: | ||
Marketable investments | 44,906 | 109,909 |
Asset-backed securities | ||
Assets: | ||
Marketable investments | 11,835 | |
Fair Value, Recurring | ||
Assets: | ||
Total cash equivalents | 103,436 | 42,056 |
Marketable equity investments | 7,755 | 29,643 |
Total marketable investments | 150,727 | 419,314 |
Fair Value, Recurring | Private Warrants | ||
Liabilities: | ||
Warrant liabilities | 1,069 | 3,005 |
Fair Value, Recurring | U.S. treasury securities | ||
Assets: | ||
Marketable investments | 86,784 | 188,480 |
Fair Value, Recurring | U.S. agency and government sponsored securities | ||
Assets: | ||
Marketable investments | 2,732 | 4,924 |
Fair Value, Recurring | Commercial paper | ||
Assets: | ||
Marketable investments | 9,647 | 74,523 |
Fair Value, Recurring | Corporate bonds | ||
Assets: | ||
Marketable investments | 43,809 | 109,909 |
Fair Value, Recurring | Asset-backed securities | ||
Assets: | ||
Marketable investments | 11,835 | |
Fair Value, Recurring | Money market funds | ||
Assets: | ||
Total cash equivalents | 101,842 | 42,056 |
Fair Value, Recurring | Commercial paper | ||
Assets: | ||
Total cash equivalents | 497 | |
Fair Value, Recurring | Corporate bonds | ||
Assets: | ||
Total cash equivalents | 1,097 | |
Level 1 | Fair Value, Recurring | ||
Assets: | ||
Total cash equivalents | 101,842 | 42,056 |
Marketable equity investments | 7,755 | 29,643 |
Total marketable investments | 94,539 | 218,123 |
Level 1 | Fair Value, Recurring | Private Warrants | ||
Liabilities: | ||
Warrant liabilities | 0 | 0 |
Level 1 | Fair Value, Recurring | U.S. treasury securities | ||
Assets: | ||
Marketable investments | 86,784 | 188,480 |
Level 1 | Fair Value, Recurring | U.S. agency and government sponsored securities | ||
Assets: | ||
Marketable investments | 0 | 0 |
Level 1 | Fair Value, Recurring | Commercial paper | ||
Assets: | ||
Marketable investments | 0 | 0 |
Level 1 | Fair Value, Recurring | Corporate bonds | ||
Assets: | ||
Marketable investments | 0 | 0 |
Level 1 | Fair Value, Recurring | Asset-backed securities | ||
Assets: | ||
Marketable investments | 0 | |
Level 1 | Fair Value, Recurring | Money market funds | ||
Assets: | ||
Total cash equivalents | 101,842 | 42,056 |
Level 1 | Fair Value, Recurring | Commercial paper | ||
Assets: | ||
Total cash equivalents | 0 | |
Level 1 | Fair Value, Recurring | Corporate bonds | ||
Assets: | ||
Total cash equivalents | 0 | |
Level 2 | Fair Value, Recurring | ||
Assets: | ||
Total cash equivalents | 1,594 | 0 |
Marketable equity investments | 0 | 0 |
Total marketable investments | 56,188 | 201,191 |
Level 2 | Fair Value, Recurring | Private Warrants | ||
Liabilities: | ||
Warrant liabilities | 0 | 0 |
Level 2 | Fair Value, Recurring | U.S. treasury securities | ||
Assets: | ||
Marketable investments | 0 | 0 |
Level 2 | Fair Value, Recurring | U.S. agency and government sponsored securities | ||
Assets: | ||
Marketable investments | 2,732 | 4,924 |
Level 2 | Fair Value, Recurring | Commercial paper | ||
Assets: | ||
Marketable investments | 9,647 | 74,523 |
Level 2 | Fair Value, Recurring | Corporate bonds | ||
Assets: | ||
Marketable investments | 43,809 | 109,909 |
Level 2 | Fair Value, Recurring | Asset-backed securities | ||
Assets: | ||
Marketable investments | 11,835 | |
Level 2 | Fair Value, Recurring | Money market funds | ||
Assets: | ||
Total cash equivalents | 0 | 0 |
Level 2 | Fair Value, Recurring | Commercial paper | ||
Assets: | ||
Total cash equivalents | 497 | |
Level 2 | Fair Value, Recurring | Corporate bonds | ||
Assets: | ||
Total cash equivalents | 1,097 | |
Level 3 | Fair Value, Recurring | ||
Assets: | ||
Total cash equivalents | 0 | 0 |
Marketable equity investments | 0 | 0 |
Total marketable investments | 0 | 0 |
Level 3 | Fair Value, Recurring | Private Warrants | ||
Liabilities: | ||
Warrant liabilities | 1,069 | 3,005 |
Level 3 | Fair Value, Recurring | U.S. treasury securities | ||
Assets: | ||
Marketable investments | 0 | 0 |
Level 3 | Fair Value, Recurring | U.S. agency and government sponsored securities | ||
Assets: | ||
Marketable investments | 0 | 0 |
Level 3 | Fair Value, Recurring | Commercial paper | ||
Assets: | ||
Marketable investments | 0 | 0 |
Level 3 | Fair Value, Recurring | Corporate bonds | ||
Assets: | ||
Marketable investments | 0 | 0 |
Level 3 | Fair Value, Recurring | Asset-backed securities | ||
Assets: | ||
Marketable investments | 0 | |
Level 3 | Fair Value, Recurring | Money market funds | ||
Assets: | ||
Total cash equivalents | 0 | $ 0 |
Level 3 | Fair Value, Recurring | Commercial paper | ||
Assets: | ||
Total cash equivalents | 0 | |
Level 3 | Fair Value, Recurring | Corporate bonds | ||
Assets: | ||
Total cash equivalents | $ 0 |
Earnings (Loss) Per Share - Bas
Earnings (Loss) Per Share - Basic and Diluted Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Numerator: | |||
Net loss | $ (571,269) | $ (445,939) | $ (237,986) |
Denominator: | |||
Weighted average Common shares outstanding- Basic (in shares) | 389,373,659 | 356,265,774 | 346,300,975 |
Weighted average Common shares outstanding- Diluted (in shares) | 389,373,659 | 356,265,774 | 346,300,975 |
Net loss - Basic (in dollars per share) | $ (1.47) | $ (1.25) | $ (0.69) |
Net loss - Diluted (in dollars per share) | $ (1.47) | $ (1.25) | $ (0.69) |
Earnings (Loss) Per Share - Ant
Earnings (Loss) Per Share - Antidilutive Securities (Details) - shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total (in shares) | 102,091,134 | 96,482,118 | 75,270,865 |
Warrants | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total (in shares) | 5,757,549 | 5,757,549 | 7,166,301 |
Stock-based awards—Equity classified | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total (in shares) | 37,627,541 | 33,372,534 | 24,156,973 |
Stock-based awards—Liability classified | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total (in shares) | 18,562,440 | 14,302,723 | 2,401,648 |
Vendor stock-in-lieu of cash program | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total (in shares) | 257,171 | 3,162,879 | 1,659,510 |
Convertible Senior Notes | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total (in shares) | 31,279,716 | 31,279,716 | 31,279,716 |
Earn-out shares | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total (in shares) | 8,606,717 | 8,606,717 | 8,606,717 |
Earnings (Loss) Per Share - Nar
Earnings (Loss) Per Share - Narrative (Details) | Dec. 31, 2023 $ / shares |
Convertible Senior Notes | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Conversion price (in dollars per share) | $ 19.981 |
Stockholders_ Equity (Deficit_2
Stockholders’ Equity (Deficit) (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||
May 15, 2023 USD ($) shares | May 09, 2023 USD ($) shares | May 08, 2023 USD ($) shares | Feb. 28, 2023 USD ($) | Nov. 30, 2023 shares | Dec. 31, 2021 USD ($) shares | Nov. 30, 2021 shares | Mar. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2023 USD ($) classOfStock vote $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) shares | Dec. 21, 2021 | Jul. 01, 2021 | |
Class of Stock [Line Items] | |||||||||||||
Number of classes of stock | classOfStock | 2 | ||||||||||||
Treasury stock, at cost (in shares) | 21,863,450 | 21,863,450 | |||||||||||
Issuance of Class A common stock upon exercise of stock options and vesting of restricted stock units | $ | $ 3,056,000 | $ 3,945,000 | $ 6,176,000 | ||||||||||
Proceeds from exercise of warrants | $ | $ 0 | 0 | 153,927,000 | ||||||||||
Vendor payments in shares in lieu of cash (in shares) | 15,281,701 | ||||||||||||
Vendor payments under the stock-in-lieu of cash program | $ | $ 12,000,000 | ||||||||||||
Compensation cost | $ | 207,132,000 | 162,405,000 | 77,684,000 | ||||||||||
Research and development | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Compensation cost | $ | 65,840,000 | 40,898,000 | 20,216,000 | ||||||||||
Daimler North America Corporation | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Remaining shares issued in period (in shares) | 375,000 | ||||||||||||
Prepaid expenses and other current assets | $ | $ 7,200,000 | ||||||||||||
Daimler North America Corporation | Research and development | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Compensation cost | $ | $ 7,900,000 | ||||||||||||
Pony. AI, Inc | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Vendor payments in shares in lieu of cash (in shares) | 1,564,822 | ||||||||||||
Private Warrants | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Warrants exercised (in shares) | 3,589,645 | 0 | 1,408,752 | ||||||||||
Issuance of Class A common stock upon exercise of Public and Private Warrants (in shares) | 405,752 | ||||||||||||
Warrants outstanding (in shares) | 1,668,269 | ||||||||||||
Share per warrant (in shares) | 1 | ||||||||||||
Stock price of warrants (in dollars per share) | $ / shares | $ 11.50 | ||||||||||||
Public Warrants | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Warrants exercised (in shares) | 13,128,671 | ||||||||||||
Remaining warrants redeemed (in shares) | 204,638 | ||||||||||||
Redemption price per warrant (in dollars per share) | $ / shares | $ 0.01 | ||||||||||||
Private and Public Warrants | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Proceeds from exercise of warrants | $ | $ 153,900,000 | ||||||||||||
Equity Financing Program | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Stock issuance sales agreement, authorized offering amount | $ | $ 75,000,000 | ||||||||||||
Issuance of Class A common stock upon exercise of stock options and vesting of restricted stock units | $ | $ 50,190,000 | ||||||||||||
Class A Common Stock | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Common stock, shares authorized (in shares) | 715,000,000 | 715,000,000 | |||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||||||||||
Common stock, shares issued (in shares) | 344,606,104 | 291,942,087 | |||||||||||
Common stock, shares outstanding (in shares) | 322,742,654 | 270,078,637 | |||||||||||
Common stock, votes per share | vote | 1 | ||||||||||||
Shares converted (in shares) | 15,000,000 | ||||||||||||
Shares repurchased | $ | $ 312,500,000 | $ 312,500,000 | |||||||||||
Treasury stock, at cost (in shares) | 15,263,761 | 15,263,761 | |||||||||||
Purchase transaction | $ | $ 76,600,000 | $ 235,900,000 | |||||||||||
Repurchase of Class A shares (in shares) | 6,599,689 | ||||||||||||
Sale of stock, consideration transferred, number of shares issued (in shares) | 1,652,892 | 1,652,892 | |||||||||||
Sale of stock, gross proceeds | $ | $ 10,000,000 | $ 10,000,000 | |||||||||||
Granted (in shares) | 1,652,892 | ||||||||||||
Option to purchase additional shares granted amount | $ | $ 10,000,000 | ||||||||||||
Class A Common Stock | Daimler North America Corporation | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Shares issued for services (in shares) | 1,500,000 | ||||||||||||
Award vesting period (in years and in months) | 2 years | ||||||||||||
Shares issued in period (in shares) | 1,125,000 | ||||||||||||
Class A Common Stock | Equity Financing Program | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Sale of stock (in shares) | 9,467,996 | ||||||||||||
Issuance of Class A common stock upon exercise of stock options and vesting of restricted stock units | $ | $ 50,200,000 | ||||||||||||
Common stock, capital shares reserved for future issuance, amount | $ | $ 24,300,000 | ||||||||||||
Class B Common Stock | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Common stock, shares authorized (in shares) | 121,000,000 | 121,000,000 | |||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||||||||||
Common stock, shares issued (in shares) | 97,088,670 | 97,088,670 | |||||||||||
Common stock, shares outstanding (in shares) | 97,088,670 | 97,088,670 | |||||||||||
Common stock, votes per share | vote | 10 | ||||||||||||
Shares issued upon conversion (in shares) | 15,000,000 | ||||||||||||
Common Stock | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Conversion ratio | 1 | 1 |
Stockholders_ Equity (Deficit_3
Stockholders’ Equity (Deficit) - Stock-in-lieu of Cash Program Activity (Details) | 12 Months Ended |
Dec. 31, 2023 $ / shares shares | |
Shares | |
Outstanding at beginning of period (in shares) | shares | 8,162,850 |
Outstanding at end of period (in shares) | shares | 6,199,453 |
Weighted Average Grant Date Fair Value per Share | |
Outstanding as of Beginning Balance (in dollars per share) | $ / shares | $ 1.74 |
Outstanding as of Ending Balance (in dollars per share) | $ / shares | $ 1.76 |
Vendor stock-in-lieu of cash program | |
Shares | |
Outstanding at beginning of period (in shares) | shares | 1,047,151 |
Granted (in shares) | shares | 15,281,701 |
Vested (in shares) | shares | (15,450,792) |
Outstanding at end of period (in shares) | shares | 878,060 |
Weighted Average Grant Date Fair Value per Share | |
Outstanding as of Beginning Balance (in dollars per share) | $ / shares | $ 11.90 |
Granted (in dollars per share) | $ / shares | 4.34 |
Vested (in dollars per share) | $ / shares | 4.86 |
Outstanding as of Ending Balance (in dollars per share) | $ / shares | $ 4.32 |
Stock-based Compensation - Narr
Stock-based Compensation - Narrative (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 6 Months Ended | 12 Months Ended | 54 Months Ended | |||||||||||||||
Nov. 08, 2023 USD ($) shares | Mar. 16, 2023 USD ($) tranche trading_day $ / shares | Jan. 01, 2023 shares | Aug. 19, 2022 $ / shares shares | May 02, 2022 $ / shares shares | Jan. 31, 2024 shares | Aug. 31, 2023 USD ($) shares | Jun. 30, 2023 USD ($) shares | May 31, 2023 USD ($) shares | Aug. 31, 2022 USD ($) shares | Jun. 30, 2022 shares | Apr. 30, 2022 USD ($) | Aug. 31, 2021 USD ($) | Dec. 31, 2020 shares | Jun. 30, 2019 | Dec. 31, 2023 USD ($) trading_day $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) shares | Dec. 31, 2023 USD ($) shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||
Fair value of options vested | $ | $ 2,100 | $ 2,900 | $ 7,100 | ||||||||||||||||
Intrinsic value of stock options exercised | $ | 7,900 | ||||||||||||||||||
Unrecognized stock-based compensation expense | $ | $ 400 | $ 400 | |||||||||||||||||
Number of shares issued for each vested RSU (in shares) | 1 | 1 | |||||||||||||||||
Optogration milestone awards | $ | 11,751 | ||||||||||||||||||
Compensation cost | $ | $ 207,132 | 162,405 | 77,684 | ||||||||||||||||
Optogration Milestone Awards | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||
Contingent stock consideration | $ | $ 22,000 | ||||||||||||||||||
Freedom Photonics | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||
Contingent stock consideration | $ | $ 29,800 | $ 20,900 | |||||||||||||||||
Stock options | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||
Unrecognized compensation expense, period for recognition | 2 months 19 days | ||||||||||||||||||
Stock options | Tranche One | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||
Award vesting period (in years and in months) | 1 year | ||||||||||||||||||
RSAs | Share-based Payment Arrangement, Employee | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||
Award vesting period (in years and in months) | 4 years | ||||||||||||||||||
Granted (in shares) | 0 | ||||||||||||||||||
RSAs | Share-based Payment Arrangement, Nonemployee | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||
Fair value of restricted stock vested | $ | $ 164,900 | 116,000 | $ 32,800 | ||||||||||||||||
RSAs | Tranche One | Share-based Payment Arrangement, Employee | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||
Award vesting period (in years and in months) | 1 year | ||||||||||||||||||
Award vesting percentage | 25% | ||||||||||||||||||
RSAs | Tranche Two | Share-based Payment Arrangement, Employee | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||
Award vesting period (in years and in months) | 36 months | ||||||||||||||||||
Award vesting percentage | 75% | ||||||||||||||||||
RSUs | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||
Award vesting period (in years and in months) | 2 years | ||||||||||||||||||
Granted (in shares) | 26,972,748 | ||||||||||||||||||
Optogration milestone awards (in shares) | 825,000 | ||||||||||||||||||
Annual performance goals weighted based on revenue, percentage | 50% | ||||||||||||||||||
Annual performance goals weighted based on free cash flow, percentage | 50% | ||||||||||||||||||
Revenue performance goal, value | $ | $ 81,400 | ||||||||||||||||||
Free cash flow goal, value | $ | $ (37,000) | ||||||||||||||||||
RSUs | Chief Executive Officer | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||
Granted (in shares) | 500,000 | 10,800,000 | |||||||||||||||||
Grant date fair value (in dollars per share) | $ / shares | $ 6.12 | $ 8.70 | |||||||||||||||||
RSUs | Chief Legal Officer | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||
Granted (in shares) | 500,000 | ||||||||||||||||||
Grant date fair value (in dollars per share) | $ / shares | $ 6.12 | ||||||||||||||||||
RSUs | Executive Officer | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||
Unrecognized compensation expense, period for recognition | 3 years 9 months 18 days | ||||||||||||||||||
Unrecognized stock-based compensation expense for restricted stock | $ | $ 232,500 | $ 232,500 | |||||||||||||||||
Consecutive trading days | trading_day | 90 | ||||||||||||||||||
Service period (in years) | 7 years | ||||||||||||||||||
RSUs | Freedom Photonics | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||
Optogration milestone awards (in shares) | 492,176 | ||||||||||||||||||
Optogration milestone awards | $ | $ 3,500 | ||||||||||||||||||
RSUs | Solfice Awards | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||
Optogration milestone awards (in shares) | 101,663 | ||||||||||||||||||
Optogration milestone awards | $ | $ 700 | ||||||||||||||||||
RSUs | Maximum | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||
Award vesting period (in years and in months) | 6 years | ||||||||||||||||||
Optogration milestone awards (in shares) | 550,000 | ||||||||||||||||||
RSUs | Minimum | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||
Optogration milestone awards (in shares) | 137,500 | ||||||||||||||||||
RSUs | Tranche One | Executive Officer | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||
RSU vesting, market condition, stock price (in dollars per share) | $ / shares | $ 50 | ||||||||||||||||||
RSUs | Tranche Two | Executive Officer | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||
RSU vesting, market condition, stock price (in dollars per share) | $ / shares | 60 | ||||||||||||||||||
RSUs | Tranche Three | Executive Officer | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||
RSU vesting, market condition, stock price (in dollars per share) | $ / shares | $ 70 | ||||||||||||||||||
RSUs | Immediate Vesting | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||
Award vesting percentage | 33.33% | ||||||||||||||||||
RSUs | Annual Vesting | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||
Award vesting percentage | 33.33% | ||||||||||||||||||
Management awards | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||
Granted (in shares) | 370,000 | ||||||||||||||||||
Unrecognized stock-based compensation expense | $ | $ 62,500 | $ 62,500 | |||||||||||||||||
Unrecognized compensation expense, period for recognition | 5 years 4 months 9 days | ||||||||||||||||||
Management awards | Executive Officer | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||
Number of vesting tranches | tranche | 6 | ||||||||||||||||||
Fair value of restricted stock vested, per tranche | $ | $ 2,000 | ||||||||||||||||||
Grant date fair value (in dollars per share) | $ / shares | $ 8.58 | ||||||||||||||||||
Service period (in years) | 7 years | ||||||||||||||||||
Granted | $ | $ 12,000 | ||||||||||||||||||
Trading days | trading_day | 90 | ||||||||||||||||||
Compensation cost | $ | $ 22,800 | $ 14,700 | |||||||||||||||||
Management awards | Tranche One | Executive Officer | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||
RSU vesting, market condition, stock price (in dollars per share) | $ / shares | $ 20 | ||||||||||||||||||
Management awards | Tranche Two | Executive Officer | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||
RSU vesting, market condition, stock price (in dollars per share) | $ / shares | 25 | ||||||||||||||||||
Management awards | Tranche Three | Executive Officer | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||
RSU vesting, market condition, stock price (in dollars per share) | $ / shares | 30 | ||||||||||||||||||
Management awards | Tranche Four | Executive Officer | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||
RSU vesting, market condition, stock price (in dollars per share) | $ / shares | 40 | ||||||||||||||||||
Management awards | Tranche Five | Executive Officer | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||
RSU vesting, market condition, stock price (in dollars per share) | $ / shares | 50 | ||||||||||||||||||
Management awards | Tranche Six | Executive Officer | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||
RSU vesting, market condition, stock price (in dollars per share) | $ / shares | $ 60 | ||||||||||||||||||
Class A Common Stock | Optogration Milestone Awards | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||
Optogration milestone awards (in shares) | 1,527,788 | 1,632,056 | |||||||||||||||||
Optogration milestone awards | $ | $ 11,000 | $ 11,000 | |||||||||||||||||
Class A Common Stock | Freedom Photonics | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||
Optogration milestone awards (in shares) | 634,994 | ||||||||||||||||||
Optogration milestone awards | $ | $ 3,900 | ||||||||||||||||||
Class A Common Stock | Solfice Awards | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||
Optogration milestone awards (in shares) | 766,642 | ||||||||||||||||||
Optogration milestone awards | $ | $ 5,300 | ||||||||||||||||||
2020 Plan | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||
Shares authorized for issuance (in shares) | 36,588,278 | ||||||||||||||||||
2020 Plan | Equity-settled fixed value | Share-based Payment Arrangement, Employee | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||
Award vesting period (in years and in months) | 6 years | ||||||||||||||||||
Amended 2020 Plan | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||
Additional shares authorized for issuance (in shares) | 36,000,000 | ||||||||||||||||||
Percentage of outstanding stock maximum | 5% | ||||||||||||||||||
Incremental number of shares authorized (in shares) | 40,000,000 | ||||||||||||||||||
Amended 2020 Plan | Class A Common Stock | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||
Additional shares authorized for issuance (in shares) | 18,358,365 | ||||||||||||||||||
Amended 2020 Plan | Class A Common Stock | Subsequent Event | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||
Additional shares authorized for issuance (in shares) | 20,991,566 | ||||||||||||||||||
2015 Plan | Stock options | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||
Award vesting period (in years and in months) | 4 years | ||||||||||||||||||
Award expiration period (in years) | 10 years | ||||||||||||||||||
Granted (in shares) | 0 | 0 | 0 | ||||||||||||||||
2015 Plan | Stock options | Tranche One | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||
Award vesting percentage | 25% | ||||||||||||||||||
2015 Plan | Stock options | Tranche Two | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||
Award vesting period (in years and in months) | 36 months | ||||||||||||||||||
Award vesting percentage | 75% | ||||||||||||||||||
2020 Employee Stock Purchase Plan | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||
Shares authorized for issuance (in shares) | 7,317,655 | ||||||||||||||||||
Percentage of purchase price of shares | 85% | ||||||||||||||||||
Length of offering period (in months) | 6 months | ||||||||||||||||||
Shares of common stock in each purchase period (in shares) | 5,000 | ||||||||||||||||||
Weighted average purchase price (in shares) | 707,258 | 168,147 | |||||||||||||||||
Weighted average purchase price (in dollars per share) | $ / shares | $ 3.73 | $ 7.56 | |||||||||||||||||
2020 Employee Stock Purchase Plan | Class A Common Stock | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||
Percentage of pre-tax earnings | 15% |
Stock-based Compensation - Stoc
Stock-based Compensation - Stock Option Activity (Details) $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) $ / shares shares | |
Number of Stock Options | |
Outstanding at beginning of period (in shares) | shares | 8,162,850 |
Exercised (in shares) | shares | (1,829,636) |
Cancelled/Forfeited (in shares) | shares | (133,761) |
Outstanding at end of period (in shares) | shares | 6,199,453 |
Vested and exercisable (in shares) | shares | 5,797,293 |
Vested and expected to vest (in shares) | shares | 6,199,453 |
Weighted- Average Exercise Price | |
Outstanding as of Beginning Balance (in dollars per share) | $ / shares | $ 1.74 |
Exercised (in dollars per share) | $ / shares | 1.67 |
Cancelled/Forfeited (in dollars per share) | $ / shares | 1.74 |
Outstanding as of Ending Balance (in dollars per share) | $ / shares | 1.76 |
Vested and exercisable (in dollars per share) | $ / shares | 1.75 |
Vested and expected to vest (in dollars per share) | $ / shares | $ 1.76 |
Weighted- Average Remaining Contractual Life (Years) | |
Outstanding balance | 6 years |
Vested and exercisable | 5 years 11 months 23 days |
Vested and expected to vest | 6 years |
Aggregate Intrinsic Value | |
Outstanding balance | $ | $ 10,309 |
Vested and exercisable | $ | 9,649 |
Vested and expected to vest | $ | $ 10,309 |
Stock-based Compensation - Rest
Stock-based Compensation - Restricted Stock Activity (Details) - $ / shares | 12 Months Ended | 54 Months Ended |
Dec. 31, 2023 | Dec. 31, 2023 | |
Stock-based awards—Liability classified | Share-based Payment Arrangement, Employee | ||
Shares | ||
Outstanding at beginning of period (in shares) | 64,486 | |
Granted (in shares) | 0 | |
Vested (in shares) | (64,486) | |
Outstanding at end of period (in shares) | 0 | 0 |
Weighted Average Grant Date Fair Value per Share | ||
Outstanding at beginning of period (in dollars per share) | $ 1.29 | |
Vested (in dollars per share) | 1.29 | |
Outstanding at end of period (in dollars per share) | $ 0 | $ 0 |
RSUs | ||
Shares | ||
Outstanding at beginning of period (in shares) | 25,010,688 | |
Granted (in shares) | 26,972,748 | |
Forfeited (in shares) | (3,782,948) | |
Vested (in shares) | (16,948,790) | |
Change in units based on performance (in shares) | 0 | |
Outstanding at end of period (in shares) | 31,251,698 | 31,251,698 |
Weighted Average Grant Date Fair Value per Share | ||
Outstanding at beginning of period (in dollars per share) | $ 12.76 | |
Granted (in dollars per share) | 5.70 | |
Forfeited (in dollars per share) | 10.94 | |
Vested (in dollars per share) | 9.60 | |
Change in units based on performance (in dollars per share) | 0 | |
Outstanding at end of period (in dollars per share) | $ 8.60 | $ 8.60 |
Performance-Based and Other RSUs | ||
Shares | ||
Outstanding at beginning of period (in shares) | 583,347 | |
Granted (in shares) | 961,187 | |
Forfeited (in shares) | (757,024) | |
Vested (in shares) | (284,046) | |
Change in units based on performance (in shares) | (236,543) | |
Outstanding at end of period (in shares) | 266,921 | 266,921 |
Weighted Average Grant Date Fair Value per Share | ||
Outstanding at beginning of period (in dollars per share) | $ 8.39 | |
Granted (in dollars per share) | 8.58 | |
Forfeited (in dollars per share) | 8.16 | |
Vested (in dollars per share) | 7.45 | |
Change in units based on performance (in dollars per share) | 10.46 | |
Outstanding at end of period (in dollars per share) | $ 8.91 | $ 8.91 |
Management awards | ||
Shares | ||
Outstanding at beginning of period (in shares) | 11,800,000 | |
Granted (in shares) | 370,000 | |
Forfeited (in shares) | (370,000) | |
Outstanding at end of period (in shares) | 11,800,000 | 11,800,000 |
Weighted Average Grant Date Fair Value per Share | ||
Outstanding at beginning of period (in dollars per share) | $ 8.48 | |
Granted (in dollars per share) | 6.80 | |
Forfeited (in dollars per share) | 6.80 | |
Outstanding at end of period (in dollars per share) | $ 8.48 | $ 8.48 |
Stock-based Compensation - Empl
Stock-based Compensation - Employee Stock Purchase Plan, Valuation Assumptions (Details) - ESPP | Nov. 16, 2023 | May 16, 2023 | Nov. 16, 2022 | May 16, 2022 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expect term (years) | 6 months | 6 months | 6 months | 6 months |
Volatility | 77.60% | 92.20% | 93.50% | 82.30% |
Risk-free interest rate | 5.38% | 5.26% | 4.54% | 1.54% |
Dividend yield | 0% | 0% | 0% | 0% |
Stock-based Compensation - Comp
Stock-based Compensation - Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Compensation expense | $ 207,132 | $ 162,405 | $ 77,684 |
Equity-settled fixed value | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Compensation expense | 16,691 | 7,545 | 3,826 |
Optogration | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Compensation expense | 6,079 | 10,894 | 6,114 |
Freedom Photonics | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Compensation expense | 11,965 | 7,633 | 0 |
Other | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Compensation expense | 7,198 | 2,668 | 734 |
Stock options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Compensation expense | 2,197 | 2,666 | 5,137 |
RSAs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Compensation expense | 61 | 293 | 1,682 |
RSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Compensation expense | 138,820 | 115,267 | 60,191 |
Management awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Compensation expense | 22,808 | 14,725 | 0 |
ESPP | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Compensation expense | 1,313 | 714 | 0 |
Cost of sales | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Compensation expense | 9,163 | 7,680 | 6,422 |
Research and development | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Compensation expense | 65,840 | 40,898 | 20,216 |
Sales and marketing | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Compensation expense | 27,577 | 15,814 | 4,546 |
General and administrative | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Compensation expense | $ 104,552 | $ 98,013 | $ 46,500 |
Leases - Narrative (Details)
Leases - Narrative (Details) | 12 Months Ended |
Dec. 31, 2023 USD ($) renewal_option | |
Lessee, Lease, Description [Line Items] | |
Short-term leases | $ 0 |
Sublease income | $ 0 |
Minimum | |
Lessee, Lease, Description [Line Items] | |
Number of renewal options | renewal_option | 1 |
Renewal lease term (in years) | 1 year |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Renewal lease term (in years) | 6 years |
Leases - Components of Lease Ex
Leases - Components of Lease Expenses (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | |||
Operating lease cost | $ 8,441 | $ 6,533 | $ 4,654 |
Variable lease cost | 1,887 | 2,230 | 1,703 |
Total operating lease cost | $ 10,328 | $ 8,763 | $ 6,357 |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash paid for amounts included in the measurement of lease liabilities: | |||
Cash paid for operating leases included in operating activities | $ (7,508) | $ (6,070) | $ (4,609) |
Right of use assets obtained in exchange for lease obligations: | |||
Operating leases | $ 28,447 | $ 16,749 | $ 2,876 |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheet Information, Weighted Average Remaining Terms, and Weighted Average Discount Rates (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Operating leases: | ||
Operating lease right-of-use assets | $ 42,706 | $ 21,244 |
Operating lease liabilities, current | 10,154 | 5,953 |
Operating lease liabilities, non-current | 35,079 | 16,989 |
Total operating lease liabilities | $ 45,233 | $ 22,942 |
Weighted average remaining lease term | ||
Operating leases (in years) | 5 years 7 months 9 days | 4 years 5 months 4 days |
Weighted average discount rate | ||
Operating leases (as a percent) | 6.45% | 5.45% |
Leases - Maturities of Lease Li
Leases - Maturities of Lease Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Operating Leases | ||
2024 | $ 10,432 | |
2025 | 10,314 | |
2026 | 9,961 | |
2027 | 8,989 | |
2028 | 6,039 | |
Thereafter | 8,315 | |
Total lease payments | 54,050 | |
Less: imputed interest | (8,817) | |
Total leases liabilities | $ 45,233 | $ 22,942 |
Income Taxes - Components of Lo
Income Taxes - Components of Loss Before Provision for (Benefit from) Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
United States | $ (571,265) | $ (445,720) | $ (239,855) |
International | 1,692 | 453 | 607 |
Loss before provision for (benefit from) income taxes | $ (569,573) | $ (445,267) | $ (239,248) |
Income Taxes - Provision for (b
Income Taxes - Provision for (benefit from) income taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Current: | |||
U.S. federal | $ (150) | $ 0 | $ 0 |
U.S. state | (56) | 0 | 0 |
Foreign | 1,966 | 440 | 0 |
Total current: | 1,760 | 440 | 0 |
Deferred: | |||
U.S. federal | (43) | 204 | (1,262) |
U.S. state | (21) | 28 | 0 |
Total deferred: | (64) | 232 | (1,262) |
Total provision for (benefit from) income taxes | $ 1,696 | $ 672 | $ (1,262) |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Operating Loss Carryforwards [Line Items] | |||
Statutory tax rate | 21% | 21% | 21% |
Valuation allowance | $ 377,214,000 | $ 243,811,000 | |
Valuation allowance, increase (decrease), amount | 133,400,000 | ||
Deferred tax assets, deferred expense, capitalized research and development costs | 235,900,000 | 184,600,000 | |
Interest and penalties accrued | 0 | 0 | |
Unrecognized tax benefits that would impact effective tax rate, if recognized | 0 | ||
United States | |||
Operating Loss Carryforwards [Line Items] | |||
Valuation allowance | 377,200,000 | $ 243,800,000 | |
Net operating loss carryforwards | 844,300,000 | ||
Net operating loss carryforwards, not subject to expiration | 801,100,000 | ||
Net operating loss carryforwards, subject to expiration | $ 43,200,000 | ||
Research and development activities, amortized over period | 5 years | ||
United States | Research Tax Credit Carryforward | |||
Operating Loss Carryforwards [Line Items] | |||
Research and development tax credit carryforwards | $ 26,800,000 | ||
U.S. State | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carryforwards | 805,300,000 | ||
U.S. State | Research Tax Credit Carryforward | |||
Operating Loss Carryforwards [Line Items] | |||
Research and development tax credit carryforwards | 7,400,000 | ||
Tax credit carryforward, subject to expiration | 600,000 | ||
Tax credit carryforward, not subject to expiration | $ 6,800,000 | ||
Foreign Tax Authority | |||
Operating Loss Carryforwards [Line Items] | |||
Research and development activities, amortized over period | 15 years |
Income Taxes - Effective Income
Income Taxes - Effective Income Tax Rate (Details) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
U.S. federal provision at statutory rate | 21% | 21% | 21% |
State income taxes | 5.20% | 5.70% | 4.40% |
Foreign taxes | (0.10%) | 0% | 0% |
Tax credits | 1% | 2.40% | 1.50% |
Fair value of financial instruments | 0.10% | 0.40% | (2.30%) |
Stock-based compensation expense | (3.70%) | (3.40%) | 2% |
Executive compensation | (0.50%) | (0.80%) | (1.10%) |
Other permanent items | (0.20%) | 0.20% | (0.30%) |
Unrecognized tax benefits | 0.30% | (1.40%) | (0.80%) |
Change in valuation allowance | (23.40%) | (24.30%) | (24.00%) |
Effective tax rate | (0.30%) | (0.20%) | 0.40% |
Income Taxes - Deferred Income
Income Taxes - Deferred Income Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets: | ||
Net operating loss carry forward | $ 235,624 | $ 161,881 |
Tax credits | 27,311 | 16,322 |
Accruals and reserves | 3,473 | 3,309 |
Stock-based compensation expense | 17,029 | 14,535 |
Lease liability (ASC 842) | 12,333 | 6,268 |
Section 174 R&D capitalization | 78,673 | 43,240 |
Inventory reserves | 4,584 | 1,961 |
Depreciation and amortization | 9,924 | 2,170 |
Other | 24 | 20 |
Total deferred tax assets | 388,975 | 249,706 |
Valuation allowance | (377,214) | (243,811) |
Total deferred tax asset | 11,761 | 5,895 |
Deferred tax liabilities: | ||
Other | 124 | 162 |
ROU asset (ASC 842) | 11,637 | 5,801 |
Total deferred tax liabilities | 11,761 | 5,963 |
Net deferred tax assets (liabilities) | $ 0 | $ (68) |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Unrecognized tax benefits as of the beginning of the year | $ 8,604 | $ 6,296 | $ 3,975 |
Increases related to prior year tax positions | 65 | 0 | 535 |
Decreases related to prior year tax provisions | (4,230) | (3,723) | 0 |
Increase related to current year tax positions | 2,389 | 6,031 | 1,786 |
Unrecognized tax benefits as of the end of the year | $ 6,828 | $ 8,604 | $ 6,296 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | Dec. 31, 2023 USD ($) | Nov. 30, 2023 shareholder |
Commitments and Contingencies Disclosure [Abstract] | ||
Purchase obligation | $ | $ 102.4 | |
Number of additional shareholders | shareholder | 3 |
Segment and Customer Concentr_3
Segment and Customer Concentration Information - Segment Operating Results and Reconciliation to the Consolidated Balances (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue: | |||
Total revenue | $ 69,779 | $ 40,698 | $ 31,944 |
Depreciation and amortization | 26,624 | 6,566 | 4,162 |
Operating loss | (563,308) | (442,402) | (214,552) |
Other significant items: | |||
Segment assets | 512,367 | 687,327 | 883,536 |
Inventories, net | 12,196 | 8,792 | 10,342 |
Eliminations | |||
Revenue: | |||
Depreciation and amortization | 0 | 0 | 0 |
Operating loss | 0 | (335) | (95) |
Other significant items: | |||
Segment assets | (134,937) | (125,290) | (8,939) |
Inventories, net | (37) | (346) | 0 |
Reportable Segments | |||
Revenue: | |||
Depreciation and amortization | 26,624 | 6,566 | 4,162 |
Operating loss | (563,308) | (442,067) | (214,457) |
Other significant items: | |||
Segment assets | 647,304 | 812,617 | 892,475 |
Inventories, net | 12,233 | 9,138 | 10,342 |
Autonomy Solutions | |||
Revenue: | |||
Total revenue | 48,835 | 24,353 | 28,497 |
Autonomy Solutions | Reportable Segments | |||
Revenue: | |||
Depreciation and amortization | 23,935 | 4,110 | 3,723 |
Operating loss | (513,668) | (412,673) | (214,133) |
Other significant items: | |||
Segment assets | 595,868 | 752,088 | 882,704 |
Inventories, net | 11,162 | 8,664 | 10,179 |
ATS | |||
Revenue: | |||
Total revenue | 20,944 | 16,345 | 3,447 |
ATS | Reportable Segments | |||
Revenue: | |||
Depreciation and amortization | 2,689 | 2,456 | 439 |
Operating loss | (49,640) | (29,394) | (324) |
Other significant items: | |||
Segment assets | 51,436 | 60,529 | 9,771 |
Inventories, net | $ 1,071 | $ 474 | $ 163 |
Segment and Customer Concentr_4
Segment and Customer Concentration Information - Narrative (Details) - Revenue from contract with customer benchmark - Customer Concentration Risk | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Customer A | |||
Concentration Risk [Line Items] | |||
Percentage of revenue (as percent) | 17% | ||
Customer B | |||
Concentration Risk [Line Items] | |||
Percentage of revenue (as percent) | 21% | 42% | |
Customer C | |||
Concentration Risk [Line Items] | |||
Percentage of revenue (as percent) | 17% | ||
Autonomy Solutions | Customer A | |||
Concentration Risk [Line Items] | |||
Percentage of revenue (as percent) | 35% | ||
Autonomy Solutions | Customer B | |||
Concentration Risk [Line Items] | |||
Percentage of revenue (as percent) | 11% |
Related Party Disclosures (Deta
Related Party Disclosures (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2022 | Feb. 28, 2021 | |
Chief Executive Officer | |||
Related Party Transaction [Line Items] | |||
Investment | $ 12,100,000 | $ 15,000,000 | |
Portion of investment sold | 2,900,000 | ||
Investment, fair value | $ 12,200,000 | ||
Director | |||
Related Party Transaction [Line Items] | |||
Investment | $ 0 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event | 1 Months Ended |
Feb. 28, 2024 USD ($) | |
Letter of Credit | |
Subsequent Event [Line Items] | |
Line of credit amount | $ 50,000,000 |
Revolving Credit Facility | |
Subsequent Event [Line Items] | |
Structure fee percentage | 1.50% |
Interest rate (as a percent) | 8% |